Hedgehog IT Pty Ltd
Terms and Conditions of Supply: Third Party Products and Licensing
Hedgehog IT Pty Ltd (ABN 52 677 537 567) of Waterford, Western Australia ("Hedgehog IT", "we", "us").
Version 1.0. Applies to quotations issued on or after 2025-01-01.
1. Application
1.1 These terms apply to the supply by Hedgehog IT of third party hardware, software licences, subscriptions and vendor support entitlements ("Products"). They do not apply to consulting, professional or managed services, which are supplied under a separate scope of work or services agreement.
1.2 These terms apply to the exclusion of any terms put forward by you, including terms printed on or referenced by a purchase order, unless we agree otherwise in writing.
1.3 Where you and Hedgehog IT have executed a separate supply agreement or purchasing contract that covers the Products, that agreement prevails over these terms to the extent of any inconsistency.
2. Quotation and pricing
2.1 A quotation is an invitation to place an order. It is not an offer capable of acceptance and does not reserve stock, licences or vendor allocation.
2.2 Pricing is valid until the expiry date stated on the quotation. If no expiry date is stated, pricing is valid for fourteen (14) days from the date of issue.
2.3 All prices are in Australian dollars and exclusive of GST unless expressly stated otherwise. GST will be added to the invoice at the applicable rate.
2.4 Prices cover supply of the Products only. Configuration, installation, freight, warehousing, insurance and any applicable import duties or taxes are excluded unless expressly itemised on the quotation.
2.5 Where a quotation is issued in reliance on a vendor deal registration, bid price, agreement number or promotional programme, pricing is conditional on that arrangement remaining valid and available at the time your order is accepted. If it is withdrawn or altered by the vendor, we will notify you in writing and may re-quote. You may withdraw your order at no cost within five (5) business days of that notice.
2.6 We may correct manifest errors and unintended omissions in a quotation at any time before an order is accepted.
3. Orders and acceptance
3.1 A binding contract is formed only when Hedgehog IT accepts your written order in writing. Issuing a quotation, receiving a purchase order or acknowledging receipt does not constitute acceptance.
3.2 Your order must reference the quotation number and reproduce the part numbers, descriptions, quantities and pricing set out in the quotation. We may decline an order that does not match the quotation.
3.3 Where the vendor requires end user details, entity registration information, deal or bid references, or programme membership details in order to issue the Products, you must provide those details promptly and accurately. We are not responsible for delay, price change or non-supply resulting from incomplete or inaccurate information provided by you.
3.4 After acceptance, no change to or cancellation of an order is effective unless agreed in writing by an authorised representative of Hedgehog IT.
4. Supply and delivery
4.1 Products are supplied as licence entitlements, subscriptions, support contracts or physical goods as described in the quotation.
4.2 Licences, subscriptions and support entitlements are delivered electronically and are deemed delivered when the vendor issues the entitlement, activation key or confirmation to the nominated end user or to Hedgehog IT.
4.3 Where physical goods are supplied, risk passes on delivery to the address nominated in your order. Title passes on payment in full of all amounts owing for that order.
4.4 Delivery dates are estimates only and depend on vendor and distributor lead times. We are not liable for delay caused by the vendor, distributor or freight carrier.
5. Vendor terms
5.1 Products are supplied subject to the end user licence agreement, subscription terms, acceptable use policy, support policy and warranty terms of the relevant vendor, as amended by the vendor from time to time.
5.2 Hedgehog IT supplies as a reseller. We are not a party to the agreement between you and the vendor and have no authority to vary it. Nothing in these terms creates any obligation on Hedgehog IT to perform the vendor's obligations.
5.3 You are responsible for reviewing and complying with the applicable vendor terms. We will identify the relevant vendor terms on request.
6. Support entitlements
6.1 Vendor support contracts run for the term stated on the quotation, commencing on vendor activation rather than on the date of your order or invoice.
6.2 Support is delivered by the vendor under the vendor's support policy. Unless a separate services agreement is in place, Hedgehog IT does not provide first line support, incident management or escalation for the Products.
6.3 Support entitlements do not renew automatically. Renewal will be quoted separately in advance of expiry. It is your responsibility to ensure a renewal order is placed in time, and we are not liable for lapse of support or for any vendor reinstatement fee.
7. Payment
7.1 Payment terms are stated on the quotation and invoice. Unless stated otherwise, invoices are payable [FOURTEEN (14) DAYS] from the date of invoice.
7.2 Where the quotation states that payment is required prior to order placement, we are not obliged to place the order with the vendor or distributor until cleared funds are received.
7.3 You must pay in full without set off, counterclaim or deduction.
7.4 We may charge interest on overdue amounts at the Reserve Bank of Australia cash rate plus four percent (4%) per annum, calculated daily from the due date until payment, and may recover reasonable costs of recovery.
7.5 We may suspend supply, and may decline to place further orders, while any amount is overdue.
8. Cancellation and returns
8.1 Software licences, subscriptions, support entitlements, cloud services and preconfigured or custom ordered products are non cancellable, non returnable and non refundable once the order has been placed with the vendor or distributor.
8.2 Physical goods may be returned only where the vendor or distributor accepts the return. Any return is subject to the vendor's return policy, must be requested in writing within seven (7) days of delivery, and may attract a restocking fee. Goods must be unopened and in original packaging.
8.3 Clause 8 does not limit your rights under clause 10.
9. Suitability and reliance
9.1 Subject to clause 10, you are responsible for satisfying yourself that the Products are appropriate for your requirements, environment and intended use, including capacity, sizing, interoperability and compliance requirements.
9.2 Where a quotation has been prepared from a specification, session count, user count or configuration supplied by you or by a third party, we have relied on that information without independent verification.
9.3 Any recommendation, sizing guidance or configuration advice provided by Hedgehog IT outside a paid engagement is provided as general assistance and does not form part of the contract of supply.
10. Australian Consumer Law
10.1 Nothing in these terms excludes, restricts or modifies any guarantee, warranty, right or remedy conferred on you by the Australian Consumer Law or any other law that cannot lawfully be excluded, restricted or modified.
10.2 Where our liability under a non excludable guarantee may be limited, our liability is limited, at our option, to:
- in the case of goods, replacing or repairing the goods, supplying equivalent goods, or paying the cost of doing so; and
- in the case of services, resupplying the services or paying the cost of resupply.
11. Warranty
11.1 Subject to clause 10, the only warranty applying to the Products is the vendor's warranty. We pass through the benefit of that warranty to you to the extent we are able.
11.2 Subject to clause 10, we give no additional warranty and all warranties, conditions and representations implied by statute, custom or common law are excluded to the maximum extent permitted by law.
12. Liability
12.1 Clauses 12.2 and 12.3 are subject to clause 10.
12.2 Our aggregate liability arising out of or in connection with the supply of Products under a quotation, whether in contract, tort (including negligence), under statute or otherwise, is limited to the amount you have paid to us for the Products under that quotation.
12.3 We are not liable for any indirect or consequential loss, or for any loss of profit, revenue, anticipated savings, business opportunity, goodwill, data or data restoration costs, or for business interruption, however arising.
12.4 We are not liable for any act, omission, defect, delay, price change, discontinuation, service outage or breach on the part of a vendor, distributor or other third party.
12.5 Each party's liability is reduced to the extent the loss was caused or contributed to by the other party.
13. Force majeure
13.1 Neither party is liable for failure or delay in performing an obligation (other than an obligation to pay money) to the extent caused by an event beyond its reasonable control, including vendor discontinuation, supply chain disruption, industrial action, natural disaster, or failure of telecommunications or third party services.
14. Privacy and information
14.1 To supply the Products we may be required to disclose your organisation name, contact details and end user information to the vendor and distributor for licence registration, entitlement and support purposes. By placing an order you consent to that disclosure.
15. General
15.1 These terms, together with the quotation and any order accepted by us, form the entire agreement between the parties for the supply of the Products and supersede all prior discussions and representations.
15.2 No variation is effective unless in writing and signed by an authorised representative of each party.
15.3 A failure or delay in exercising a right is not a waiver of that right.
15.4 If any provision is unenforceable, it is severed and the remaining provisions continue in force.
15.5 You may not assign or novate the contract without our prior written consent.
15.6 These terms are governed by the laws of Western Australia. Each party submits to the non exclusive jurisdiction of the courts of Western Australia and courts competent to hear appeals from them.
15.7 Notices must be in writing and sent to the addresses stated on the quotation.
Hedgehog IT Pty Ltd | ABN 52 677 537 567 | ACN 677 537 567