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Standard Terms and Conditions for Goods and Services

Last Modified: August 4, 2011


  1. Application of these Terms and Conditions

    1. These terms and conditions (this "Agreement") applies to all goods and or services supplied to you ("the Client" or "you") by us, Lexdata ("the Company", or "us" or "we") (previously Law Image).
    2. These are the terms and conditions (or "Agreement") referred to in a Purchase Order.
    3. The terms and conditions contained in this Agreement constitute the entire agreement between the parties and no amendment or variation will be of any force or effect unless in writing by the Company and signed by both parties (the Company and the Client).
    4. No other representations have been made by or for the Company which have induced the Client to enter into this Agreement.
    5. This Agreement applies to any schedules, annexures, addendums, quotations, orders, offers, acceptances or agreements, unless otherwise agreed to in writing and signed as binding on the Company.
    6. Any quotation made by the Company is not an offer to sell goods, or to provide services, and no order given in pursuance of any quotation will bind the Company until accepted by the Company in writing and signed as binding on the Company.
    7. All orders are subject to acceptance by the Company within 30 days of receipt by the Company of the Client’s order and these terms and conditions will be deemed to be incorporated in any agreement between the Client and the Company.
    8. The terms and conditions of this Agreement are in addition to any rights that the Company has at law.
    9. The Client's performance of any part of this Agreement (including receipt of goods or services) will confirm the Client’s acceptance of the terms and conditions of this Agreement.
    10. If there is any inconsistency between a purchase order and this Agreement, the terms and conditions in this Agreement will prevail unless otherwise agreed to in writing and signed as binding on the Company.

  2. The Parties Agree:

    1. Any Order placed with us constitutes your agreement to be bound by these Terms and Conditions.
    2. Any additional or varying terms or conditions you propose, state or demand in any communication with us (including an Order) is hereby objected to and will remain non-binding on us unless we agree to each such term or condition beforehand in writing.
    3. No sales person or representative is authorised by us to give any guarantee, warranty or representation in addition to, or contrary to, these Terms and Conditions.
    4. In any event, receipt of goods and or services by you (or another as you may direct) constitutes your agreement to be bound by these Terms and Conditions.

  3. Orders

    1. The Company reserves the right to accept in whole or in part any order or part thereof or to refuse such order entirely.
    2. Orders will not be accepted otherwise than subject to these terms and conditions. If the terms or conditions of the Client's order are inconsistent with these terms and conditions, the delivery of the goods and or services by the Company to the Client (or to the Client's agent) will constitute an offer by the Company to sell those goods and or services subject to these terms and conditions, which offer the Client is deemed to have accepted by retaining the goods and or accepting the services.
    3. Quotations expire after 28 days, unless otherwise specified in writing between the parties.

  4. Price

    1. Prices appearing in any of the Company’s price lists or advertising are for guidance only and will not bind the Company until the order placed by the Customer has been accepted by the Company at the price stated therein or as may otherwise be agreed between the Company and the Client.
    2. Prices do not always include delivery and or administrative charges.
    3. All prices are subject to change without notice, except that prices will remain as agreed for orders already placed and accepted by the Company.
    4. The Company may charge administrative fees for orders under $20.00.
    5. All goods and services are sold subject to GST ie under A New Tax System (Goods and Services Tax) Act 1999 (Cth). The consideration for any supply under or in connection with these terms and conditions does not include GST. To the extent that any supply made under or in connection with these terms and conditions is a taxable supply, the recipient of that supply must, at the same time as payment is required to be made for the supply, pay to the supplier an additional amount equal to the GST payable on that supply. The party which makes the supply must provide to the recipient of that supply a GST tax invoice as required by applicable legislation.
    6. Prices quoted by the Company are exclusive of all taxes, duties and government charges. Any such taxes, duties or charges that apply to any order or part thereof will be calculated by the Company and added to the invoiced amount and will be payable by the Client.
    7. Any discounts or other rebates must be specifically agreed to by the Company in order to be valid and effective.

  5. Payment Terms

    1. The Company's terms of payment are within 30 days from date of invoice.
    2. Failure by the Client to comply with the Company's terms of payment will immediately entitle the Company by written notice to cease supplying goods and or services and suspend further orders until all outstanding amounts have been paid in full by the Client. Furthermore the Company reserves the right thereafter not to supply the Client any further goods or services, or to convert the Client's account to a cash transaction basis only.
    3. Each party to this Agreement must have existing credit terms set up with the Company or set up a new account prior to the delivery of goods or the commencement of services.
    4. The Company will accept the following forms of payment: (a) bank cheques; (b) company cheques for pre-approved account Clients; (c) electronic funds transfers; (d) credit cards, some of which will incur percentage-based surcharges.

  6. Disputed Invoices

    1. Disputed invoices must be notified to the Company within fourteen (14) days of delivery of the invoice by the Company to the Client, failing which the Company will have no further liability in relation to matters in dispute.

  7. Overdue Accounts

    1. Any amount overdue for payment will, at the Company's discretion, bear interest at the rate of 1.00 % per month or part thereof from the date it becomes overdue until paid.
    2. Should it become necessary for the Company to institute legal action for recovery of any amounts due to it by the Client, the Client specifically acknowledges and agrees that it will be liable to the Company on demand for all costs incurred by the Company in recovery of such amounts, including all legal costs on a full indemnity basis. In this event all payments made to the Company will be allocated firstly to recovery fees and charges, secondly to interest accrued as debt and thirdly to reduction of the overdue account debt.

  8. Delivery

    1. Delivery of goods and or services will be effected by the Company to the Client subject to availability and without any liability on behalf of the Company for any delays, and may be by instalment.
    2. We will be entitled to charge for and recover from you on demand all costs, loss and or liability occasioned by delay or interruption caused or contributed to by any act or omission on your behalf, including but not limited to storage, labour, transportation, freight and administration costs at our current commercial rates.
    3. The Client is deemed to accept deliverables and or goods upon delivery.

  9. Service Corrections

    1. Any service errors will be corrected by the Company at the written request of the Client within seven (7) days of delivery and or completion.
    2. Service errors will be rectified at the cost of the Company to the extent that such service errors are a result of the Company's acts or omissions, or were contributed to by the acts or omissions of the Company.
    3. Service errors will be rectified at the cost of the Client to the extent they are caused as a result of any inaccurate, incomplete or varied instructions issued by the Client to the Company.

  10. Title and Risk

    1. Risk in the goods and or services supplied by the Company will pass to the Client upon delivery or into the Customer's custody (whichever occurs first).
    2. Title and ownership of the goods and or services will pass to the Client only when the Client has paid the Company all that is owing to the Company in respect of those goods and or services. Until such payment is made, the Client holds the goods and or services as bailee for and on behalf of the Company.
    3. Until the goods and or services supplied by the Company are paid for in full, the Client will:
      1. keep the goods and or services on behalf of the Company fully insured against loss, damage and destruction;
      2. keep the goods and or services clearly identifiable as such; and
      3. not grant any charge or mortgage over the goods and or services, or otherwise encumber them.
    4. If the Client does not indicate which invoice the Client is paying, the Client authorises the Company to appropriate any monies received against any amounts then due by the Client to the Company at the Company's discretion.
    5. If the Client fails to pay for goods and or services supplied by the Company on time or within such alternative time as may be agreed to in writing by the Company, or if the Client is declared bankrupt, becomes insolvent, or enters into an arrangement with its creditors generally or if a trustee in bankruptcy, liquidator, receiver or manager or administrator is appointed to the Client or to any of its assets, such event will entitle the Company to retake possession of those goods and or services and for that purpose the Company will be entitled to enter the Client's premises to recover those goods and or services.
    6. If and to the extent to which it is not possible to otherwise identify ownership of the Company's goods and or services which are still in possession of the Client, the goods and or services will be treated as though they were sold to the Client in the same sequence as to that which the Client took delivery. If the quantity of any particular goods and or services still in the possession of the Client exceeds the quantity of those goods and or services in respect of which payment is still outstanding, the Company will have the right in its reasonable discretion to determine those goods over which it has ownership.

  11. Intellectual Property

    1. The Client warrants that so far as it is aware having made all reasonable enquiries, no information, data or documents supplied by the Client to the Company ("Client Information") will infringe the intellectual (or other) property rights of any third party.
    2. As between the Company and the Client, the Client exclusively owns all rights, title and interest in and to all Client Information.
    3. The Client acknowledges and agrees that (other than in respect of the Client Information) the Company owns all intellectual property rights which are created, discovered or come into existence in connection with the supply by the Company of goods and or services to the Client.
    4. Any intellectual property rights regarding proprietary software and valid and subsisting licences of third party software (including modifications, enhancements and derivative works) used in the supply of goods and or services ("Service Software") will remain with the Company. The Client has no right, title or interest in any Service Software. Nothing in this Agreement will be interpreted or construed as transferring to the Client any intellectual property rights in the Service Software.
    5. Software (including Service Software) may be licensed to the Client under separate licence agreement terms in addition to these Terms and Conditions.

  12. Electronic transmission, storage and presentation of data

    1. Where Client Information is transmitted or displayed electronically in connection with the supply by the Company to the Client of goods and or services, the Client agrees to release the Company and its officers, employees and agents from and against all liability arising from:
      1. any unauthorised copying, recording, reading or interference with the Client Information;
      2. any delay or non-delivery of any Client Information;
      3. any damage caused by transmission of Client Information;
      4. the Client Information, or the manner in which it is presented;
      5. any result of events beyond the reasonable control of the Company, including performance and non-performance of computer hardware, internet services, hosting facilities, software provided or controlled by third parties, public internet infrastructure and or third party service providers.
    2. The Company warrants that it uses industry standard measures to protect information provided by the Client for storage on systems operated or controlled by the Company from unauthorised use or access.

  13. Confidential Information

    1. Each party acknowledges that it may acquire information from the other party which is confidential or proprietary in nature. The receiving party must keep confidential any such information and not disclose to any third party, unless:
      1. as required to be disclosed by law;
      2. the other party gives its written consent;
      3. the receiving party is already in lawful possession the information; or
      4. the information is generally and publically available other than as a result of a breach of confidence, or a breach of these terms and conditions, by the receiving party.
    2. The Client acknowledges that the Company may use, and may be required to supply the Client's confidential information to, third party suppliers in connection with the Company’s supply of goods and or services to the Client. The Company must ensure that any third party which receives the Client's confidential information is subject to confidentiality obligations to the Company that are no less favourable then the obligations which apply to the Company under this clause 13 of this Agreement. Subject to the Company complying with this clause 13.2, the Company will not be liable to the Client for any breach of confidentiality by any such third party supplier.
    3. Any duty of confidentiality survives the completion of services or delivery of goods unless otherwise agreed to in writing.

  14. Termination

    1. The Company may terminate this Agreement in written notice to the Client, without penalty, if any step is taken for the winding up, dissolution or administration of the Client, or if the Client enters into any arrangement, compromise or composition with or assignment for the benefit of its creditors or any class of them, or if a receiver and or other controller, administrator or similar officer is appointed to or takes control of the Client or any of its assets and undertakings, or if the Client breaches this Agreement and has not remedied that breach within 14 days after receipt of notice of breach from the Company detailing the breach.
    2. The Client may terminate this Agreement in written notice to the Company, without penalty, if any step is taken for the winding up, dissolution or administration of the Company, or if the Company enters into any arrangement, compromise or composition with or assignment for the benefit of its creditors or any class of them, or if a receiver and or other controller, administrator or similar officer is appointed to or takes control of the Company or any of its assets and undertakings, or if the Company breaches this Agreement and has not remedied that breach within 14 days after receipt of notice of breach from the Client detailing the breach.

  15. Indemnities

    1. The Client must indemnify the Company, and keep the Company indemnified, from and against all liabilities, losses, costs (including legal costs on a full indemnity basis), charges and expenses, which the Company suffers or incurs by reason of any claim that the use of Client Information infringes the intellectual property rights of a third party, a breach of the Client's representations and warranties, or a claim arising from the breach by the Client of this Agreement.

  16. Extent of Liability

    1. The Company does not purport to exclude or limit the application of any provision of any legislation where to do so would contravene that legislation or cause any part of this clause to be void.
    2. To the maximum extent permitted by law, the Company excludes from these terms and conditions all representations, conditions, warranties and terms implied by legislation, general law, common law, convention or custom; and all liability to the Client whether in tort, contract, equity, under statute or otherwise for incidental, indirect, special punitive or consequential loss or damage (whether or not foreseeable); and without limiting foregoing, loss of income, loss of reputation, loss of profits or goodwill, partial or total loss or corruption of data, loss of contract, loss of use, loss of business or any form of business interruption; arising out of or in connection with the Company's supply to the Client of goods and or services or these terms and conditions.
    3. To the maximum extent permitted by law, the Company’s liability to the Client arising out of or in connection with the Company's supply to the Client of goods and or services or these terms and conditions is limited to the Company's price for the goods and or services in respect of which the liability arises and this limitation will apply to liability howsoever arising whether in tort, contract, equity, under statute or otherwise.
    4. To the maximum extent permitted by law, the Company limits its liability for breach of any condition or warranty implied by legislation, at its discretion, to any one or more of supplying, replacing, or repairing (or paying the costs of supplying, replacing, or repairing) the goods or supplying again (or paying the costs of supplying again) the services in respect of which the breach occurred.
    5. The Client acknowledges that the services provided by the Company do not comprise "legal services" (as defined in the Legal Profession Act 2004 (NSW)). The Client is a provider of legal services, or has engaged a law firm to provide legal services, and has relied entirely on its own skill and expertise in determining whether or not to engage the Company to provide the goods and or services; that the goods and or services are appropriate for the Client's purposes; and to follow any recommendations provided to the Client as part of any consulting services provided by the Company.

  17. General

    1. The Client and the Company must abide by all applicable state and federal laws in relation to the supply, use and payment for the goods and or services.
    2. Any indulgence or extension of time by the Company will in no way be construed as a waiver by the Company to strictly enforce its rights as set out herein.
    3. The Company is not liable for any failure or delay in performing its obligations to the Client where such failure or delay occurs as a result of any fact, matter or circumstance beyond the Company's reasonable control (including, without limitation, fire, flood, earthquake, storm, hurricane, natural disaster, war, invasion, act of foreign enemies, civil war, terrorist activities, government sanction, labour dispute, strike, lockout, interruption or failure of electricity) and the Client will have no right to terminate its agreement with the Company in such circumstance. The Company will take all reasonable steps to mitigate the effect of an even described within this clause 17.3 so that the Company may resume the performance of its obligations under these terms and conditions as soon as is reasonably practicable.
    4. These terms and conditions will be construed in accordance with and be governed by the laws of New South Wales, Australia.

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