Terms & Conditions

1. Definitions

1.1 “Seller” shall mean Metatap Pty Ltd its successors and assigns or any person acting on behalf of and with the authority of Metatap Pty Ltd.

1.2 “Buyer” shall mean the Buyer (or any person acting on behalf of and with the authority of the Buyer) as described on any quotation, work authorisation or other form as provided by the Seller to the Buyer.

1.3 “Guarantor” means that person (or persons), or entity, who agrees to be liable for the debts of the Buyer on a principal debtor basis.

1.4 “Goods” shall mean Goods supplied by the Seller to the Buyer (and where the context so permits shall include any supply of Services as hereinafter defined) and are as described on the invoices, quotation, emails, work authorisation or any other forms as provided by the Seller to the Buyer.

1.5 “Services” shall mean all Services supplied by the Seller to the Buyer and includes any advice or recommendations (and where the context so permits shall include any supply of Goods as defined above).

1.6 “Price” shall mean the price payable for the Goods and/or Services as agreed between the Seller and the Buyer in accordance with clause 3 of this contract.

2. Acceptance

2.1 Any instructions received by the Seller from the Buyer for the supply of Goods and/or Services and/or the Buyer´s acceptance of Goods and/or Services supplied by the Seller shall constitute acceptance of the terms and conditions contained herein.

2.2 Where more than one Buyer has entered into this agreement, the Buyers shall be jointly and severally liable for all payments of the Price.

2.3 Upon acceptance of these terms and conditions by the Buyer the terms and conditions are binding and can only be amended with the written consent of the Seller.

2.4 The Buyer shall give the Seller not less than fourteen (14) days prior written notice of any proposed change of ownership of the Buyer or any change in the Buyer´s name and/or any other change in the Buyer´s details (including but not limited to, changes in the Buyer´s address, facsimile number, or business practice). The Buyer shall be liable for any loss incurred by the Seller as a result of the Buyer´s failure to comply with this clause.

3. Price And Payment

3.1 At the Seller´s sole discretion the Price shall be either:

(a) as indicated on invoices provided by the Seller to the Buyer in respect of Goods supplied; or

(b) the Seller´s quoted Price (subject to clause 3.2) which shall be binding upon the Seller provided that the Buyer shall accept the Seller´s quotation within thirty (30) days.

3.2 The Seller reserves the right to change the Price in the event of a variation to the Seller´s quotation.

3.3 At the Seller´s sole discretion a deposit may be required.

3.4 At the Seller´s sole discretion:

(a) payment shall be due on delivery of the Goods and/or Services; or

(b) payment shall be due before delivery of the Goods and/or Services.

3.5 Time for payment for the Goods and/or Services shall be of the essence and will be stated on the invoice or any other forms. If no time is stated then payment shall be due seven (7) days following the date of the invoice.

3.6 Payment will be made by Credit Card, or by cheque, or by bank cheque, or by direct credit, or by any other method as agreed to between the Buyer and the Seller.

3.7 GST and other taxes and duties that may be applicable shall be added to the Price except when they are expressly included in the Price.

4. Risk

4.1 If the Seller retains ownership of the Goods nonetheless, all risk for the Goods passes to the Buyer on delivery.

5. Buyer´s Disclaimer

5.1 The Buyer hereby disclaims any right to rescind, or cancel any contract with the Seller or to sue for damages or to claim restitution arising out of any misrepresentation made to the Buyer by the Seller and the Buyer acknowledges that the Goods and/or Services are bought relying solely upon the Buyer´s skill and judgment.

6. The Commonwealth Trade Practices Act 1974 (“TPA”) and Fair Trading Acts (“FTA”)

6.1 Nothing in this agreement is intended to have the effect of contracting out of any applicable provisions of the TPA or the FTA in each of the States and Territories of Australia, except to the extent permitted by those Acts where applicable.

7. Default & Consequences of Default

7.1 Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and one half percent (2.5%) per calendar month and such interest shall compound monthly at such a rate after as well as before any judgment.

7.2 If the Buyer defaults in payment of any invoice when due, the Buyer shall indemnify the Seller from and against all costs and disbursements incurred by the Seller in pursuing the debt including legal costs on a solicitor and own client basis and the Seller´s collection agency costs.

7.3 Without prejudice to any other remedies the Seller may have, if at any time the Buyer is in breach of any obligation (including those relating to payment), the Seller may suspend or terminate the supply of Goods and/or Services to the Buyer and any of its other obligations under the terms and conditions. The Seller will not be liable to the Buyer for any loss or damage the Buyer suffers because the Seller has exercised its rights under this clause.

7.4 If any account remains overdue after thirty (30) days then an amount of the greater of twenty dollars ($20.00) or ten percent (10.00%) of the amount overdue (up to a maximum of two hundred dollars ($200.00)) shall be levied for administration fees which sum shall become immediately due and payable.

7.5 Without prejudice to the Seller´s other remedies at law the Seller shall be entitled to cancel all or any part of any order of the Buyer which remains unfulfilled and all amounts owing to the Seller shall, whether or not due for payment, become immediately payable in the event that:

(a) any money payable to the Seller becomes overdue, or in the Seller´s opinion the Buyer will be unable to meet its payments as they fall due; or

(b) the Buyer becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or

(c) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Buyer or any asset of the Buyer.

8. Security And Charge

8.1 Despite anything to the contrary contained herein or any other rights which the Seller may have howsoever:

(a) where the Buyer and/or the Guarantor (if any) is the owner of land, realty or any other asset capable of being charged, both the Buyer and/or the Guarantor agree to mortgage and/or charge all of their joint and/or several interest in the said land, realty or any other asset to the Seller or the Seller´s nominee to secure all amounts and other monetary obligations payable under these terms and conditions. The Buyer and/or the Guarantor acknowledge and agree that the Seller (or the Seller´s nominee) shall be entitled to lodge where appropriate a caveat, which caveat shall be withdrawn once all payments and other monetary obligations payable hereunder have been met.

(b) should the Seller elect to proceed in any manner in accordance with this clause and/or its sub-clauses, the Buyer and/or Guarantor shall indemnify the Seller from and against all the Seller´s costs and disbursements including legal costs on a solicitor and own client basis.

(c) the Buyer and/or the Guarantor (if any) agree to irrevocably nominate constitute and appoint the Seller or the Seller´s nominee as the Buyer´s and/or Guarantor´s true and lawful attorney to perform all necessary acts to give effect to the provisions of this clause 8.1.

9. Cancellation

9.1 The Seller may cancel any contract to which these terms and conditions apply or cancel delivery of Goods and/or Services at any time before seven (7) days by giving written notice to the Buyer. On giving such notice the Seller shall repay to the Buyer any sums paid in respect of the Price minus 20% of the total invoiced amount. The Seller shall not be liable for any loss or damage whatever arising from such cancellation.

9.2 In the event that the Buyer cancels delivery of Goods and/or Services the Buyer shall be liable for any loss incurred by the Seller (including, but not limited to, any loss of profits) up to the time of cancellation.

10. Privacy Act 1988

10.1 The Buyer and/or the Guarantor/s agree for the Seller to obtain from a credit reporting agency a credit report containing personal credit information about the Buyer and Guarantor/s in relation to credit provided by the Seller.

10.2 The Buyer and/or the Guarantor/s agree that the Seller may exchange information about the Buyer and the Guarantor/s with those credit providers either named as trade referees by the Buyer or named in a consumer credit report issued by a credit reporting agency for the following purposes:

(a) to assess an application by Buyer; and/or

(b) to notify other credit providers of a default by the Buyer; and/or

(c) to exchange information with other credit providers as to the status of this credit account, where the Buyer is in default with other credit providers; and/or

(d) to assess the credit worthiness of Buyer and/or Guarantor/s.

10.3 The Buyer consents to the Seller being given a consumer credit report to collect overdue payment on commercial credit (Section 18K(1)(h) Privacy Act 1988).

10.4 The Buyer agrees that personal credit information provided may be used and retained by the Seller for the following purposes and for other purposes as shall be agreed between the Buyer and Seller or required by law from time to time:

(a) provision of Goods; and/or

(b) marketing of Goods by the Seller, its agents or distributors in relation to the Goods; and/or

(c) analysing, verifying and/or checking the Buyer´s credit, payment and/or status in relation to provision of Goods; and/or

(d) processing of any payment instructions, direct debit facilities and/or credit facilities requested by Buyer; and/or

(e) enabling the daily operation of Buyer´s account and/or the collection of amounts outstanding in the Buyer´s account in relation to the Goods.

10.5 The Seller may give information about the Buyer to a credit reporting agency for the following purposes:

(a) to obtain a consumer credit report about the Buyer; and/or

(b) allow the credit reporting agency to create or maintain a credit information file containing information about the Buyer.

11. Guarantee

11.1 Each advertiser will be guaranteed a physical Metatap Card & link to their Google review page when any of the products associated with their advertising trade combined with any suburb in the Zone /s purchased are entered into Google in there given state of Australia. Key words can be manipulated to best suit their core business. An example of standard reviews for the Plumbing Industry include:

11.2 If Metatap Pty Ltd fails to deliver a review links, landing page and your physical card as outlined, Metatap Pty Ltd will make good on its commitment by providing at no extra charge, an extension of the contract term equal to the amount of time this discrepancy was incurred.

11.3 Contract begins on the date the approved artwork is loaded online, or two (2) month from initial payment, whichever comes first.

11.4 After One (1) month of unsuccessful attempts to gain a response from the client, our Graphic Design Department will have the authority to upload the most recent ‘Proof’ to commence advertising. The client will indemnify Metatap and any of its affliates for taking this action. The client will however, retain the right to request, free of charge, any revisions they see fit until they are happy with the design.

12. General

12.1 If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.

12.2 These terms and conditions and any contract to which they apply shall be governed by the laws of Queensland and are subject to the jurisdiction of the courts of Queensland.

12.3 The Seller shall be under no liability whatever to the Buyer for any indirect loss and/or expense (including loss of profit) suffered by the Buyer arising out of a breach by the Seller of these terms and conditions.

12.4 In the event of any breach of this contract by the Seller the remedies of the Buyer shall be limited to damages which under no circumstances shall exceed the Price of the Goods.

12.5 The Buyer shall not be entitled to set off against or deduct from the Price any sums owed or claimed to be owed to the Buyer by the Seller.

12.6 The Seller may license or sub-contract all or any part of its rights and obligations without the Buyer´s consent.

12.7 The Seller reserves the right to review these terms and conditions at any time. If, following any such review, there is to be any change to these terms and conditions, then that change will take effect from the date on which the Seller notifies the Buyer of such change.

12.8 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, drought, storm or other event beyond the reasonable control of either party.

12.9 The failure by the Seller to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect the Seller´s right to subsequently enforce that provision.