RNA Scaff - Terms of Service

Definitions

• “Client” means the person/s, entities or any person acting on behalf of and with the authority of the Client requesting RNAScaff to provide the Services as specified in any proposal, quotation, order, invoice, or other documentation, and: if there is more than one Client, is a reference to each Client jointly and severally; and if the Client is a partnership, it shall bind each partner jointly and severally; and if the Client is on behalf of or part of, a Trust, shall be bound in its own capacity as a trustee; and includes the Client’s executors, administrators, successors, and permitted assigns.
• “Confidential Information” means information of a confidential nature whether oral, written or in electronic form including, but not limited to, this Contract, either party’s intellectual property, operational information, know-how, trade secrets, financial and commercial affairs, Contracts, client information (including but not limited to, “Personal Information” such as: name, address, D.O.B, occupation, driver’s license details, electronic contact (email, Facebook or Twitter details), medical insurance details or next of kin and other contact information (where applicable), previous credit applications, credit history) and pricing details.
• “Contract” means the terms and conditions contained herein, together with any quotation, order, invoice or other document or amendments expressed to be supplemental to this Contract.
• “Cookies” means small files which are stored on a user’s computer. They are designed to hold a modest amount of data (including Personal Information) specific to a particular client and website and can be accessed either by the web server or the client’s computer. If the Client does not wish to allow Cookies to operate in the background when using RNAScaff’s website, then the Client shall have the right to enable/disable the Cookies first by selecting the option to enable/disable provided on the website, prior to making enquiries via the website.
• “Goods” means all Goods or Services supplied by RNAScaff to the Client at the Client’s request from time to time (where the context so permits the terms ‘Goods’ or ‘Services’ shall be interchangeable for the other).
• “GST” means Goods and Services Tax as defined within the “A New Tax System (Goods and Services Tax) Act 1999” (Cth).
• “RNAScaff” means RNAScaff, its successors and assigns or any person acting on behalf of and with the authority of RNAScaff.
• “Price” means the Price payable (plus any GST where applicable) for the Goods as agreed between RNAScaff and the Client in accordance with clause 8 (Price and Payment).

Acceptance

The Client is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the Client places an order for or accepts delivery of the Goods. In the event of any inconsistency between the terms and conditions of this Contract and any other prior document or schedule that the parties have entered into, the terms of this Contract shall prevail. Any amendment to the terms and conditions contained in this Contract may only be amended in writing by the consent of both parties.

The Client acknowledges that the supply of Goods on credit shall not take effect until the Client has completed a credit application with RNAScaff and it has been approved with a credit limit established for the account. In the event that the supply of Goods requested exceeds the Client’s credit limit and/or the account exceeds the payment terms, RNAScaff reserves the right to refuse delivery.

Any advice, recommendation, information, assistance, or service provided by RNAScaff in relation to the Goods or Services supplied is given in good faith to the Client, or the Client’s agent and is based on RNAScaff’s own knowledge and experience and shall be accepted without liability on the part of RNAScaff. Where such advice or recommendations are not acted upon then RNAScaff shall require the Client or their agent to authorise commencement of the Services in writing. RNAScaff shall not be liable in any way whatsoever for any damages or losses that occur after any subsequent commencement of the Services.

Electronic signatures shall be deemed to be accepted by either party providing that the parties have complied with Section 9 of the Electronic Transactions (Victoria) Act 2000 or any other applicable provisions of that Act or any Regulations referred to in that Act.

Authorised Representatives

Unless otherwise limited as per Acceptance the Client agrees that should the Client introduce any third party to RNAScaff as the Client’s duly authorised representative, that once introduced that person shall have the full authority of the Client to order any Goods or Services on the Client’s behalf and/or to request any variation to the Goods or Services on the Client’s behalf (such authority to continue until all requested Services have been completed or the Client otherwise notifies RNAScaff in writing that said person is no longer the Client’s duly authorised representative). In the event that the Client’s duly authorised representative as per clause 1 is to have only limited authority to act on the Client’s behalf then the Client must specifically and clearly advise in writing of the parameters of the limited authority granted to their representative. The Client specifically acknowledges and accepts that they will be solely liable to RNAScaff for all additional costs incurred by RNAScaff (including RNAScaff’s profit margin) in providing any Goods, Services or variation/s requested by the Client’s duly authorised representative (subject always to the limitations imposed under Acceptance (if any)).

Errors and Omissions

The Client acknowledges and accepts that RNAScaff shall, without prejudice, accept no liability in respect of any alleged or actual error(s) and/or omission(s):

• resulting from an inadvertent mistake made by RNAScaff in the formation and/or administration of this Contract; and/or
• contained in/omitted from any literature (hard copy and/or electronic) supplied by RNAScaff in respect of the Services.

In the event such an error and/or omission occurs in accordance with Definitions, and is not attributable to the negligence and/or wilful misconduct of RNAScaff; the Client shall not be entitled to treat this Contract as repudiated nor render it invalid.

In circumstances where the Client is required to place an order for Goods, in writing, or otherwise as permitted by these terms and conditions, the Client is responsible for supplying correct order information such as, without limitation, measurements and quantity, when placing an order for Goods (whether they are made to order Goods or not) (“Client Error”). The Client must pay for all Goods it orders from RNAScaff notwithstanding that such Goods suffer from a Client Error and notwithstanding that the Client has not taken or refuses to take Delivery of such Goods. RNAScaff is entitled to, at its absolute discretion to waive its right under this sub-clause in relation to Client Errors.

Change in Control

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

On-Line Ordering

The Client acknowledges and agrees that:

• RNAScaff does not guarantee the website’s performance;
• display on the website does not guarantee the availability of any particular Goods; therefore, all orders placed through the website shall be subject to confirmation of acceptance by RNAScaff
• on-line ordering may be unavailable from time to time for regularly scheduled maintenance and/or upgrades;
• there are inherent hazards in electronic distribution, and as such RNAScaff cannot warrant against delays or errors in transmitting data between the Client and RNAScaff including orders, and you agree that to the maximum extent permitted by law, RNAScaff will not be liable for any losses which the Client suffers as a result of online-ordering not being available or for delays or errors in transmitting orders;
• when making a transaction through the website, the Client’s information will pass through a secure server using SSL (secure sockets layer) encryption technology or any other similar technology as disclosed by RNAScaff and/or displayed on the website. The encryption process ensures that the Client’s information cannot be read by or altered by outside influences;
• if the Client is not the cardholder for any credit card being used to pay for the Goods, RNAScaff shall be entitled to reasonably assume that the Client has received permission from the cardholder for use of the credit card for the transaction. RNAScaff reserves the right to terminate the Client’s order if it learns that the Client has provided false or misleading information, interfered with other users or the administration of RNAScaff’s business, or violated these terms and conditions.

Credit Card Information

RNAScaff will:

• keep the Client’s personal details, including credit card details for only as long as is deemed necessary by RNAScaff
• not disclose the Client’s credit card details to any third party;
• not unnecessarily disclose any of the Client’s personal information, except is accordance with the Privacy Policy (Acceptance1) or where required by law.

The Client expressly agrees that, if pursuant to this Contract, there are:

• any unpaid charges;
• other amounts due and outstanding by the Client;
• any equipment (or any part of them) supplied on loan that are lost or damaged.

RNAScaff is entitled to immediately charge the Client’s nominated credit card for these amounts and is irrevocably authorised to complete any documentation and take any action to recover from the credit card issuer any and all amounts which may be due by the Client pursuant to the terms of this Contract.

Price and Payment

At RNAScaff’s sole discretion, the Price shall be either:

• as indicated on any invoice provided by RNAScaff to the Client; or
• RNAScaff’s quoted Price (subject to Acceptance: ACCEPTANCE) which will be valid