Terms & Conditions
AK Palmer Group Pty Ltd (trading as Palmers TV) — ABN 83 638 728 597
Definitions
"Applicable Privacy Law" means without limitation the Privacy Act 1988 (Cth), the Australian Privacy Principles, and any applicable State or Territory legislation governing surveillance, workplace monitoring, or the operation of facilities specific to the Client's industry.
“Business Days” means a day that is not a Saturday, Sunday, or public holiday in the Australian Capital Territory.
"Client" means the person/s or entity buying the Goods and/or Services as specified in any invoice, Quotation, proposal, or order, and if there is more than one Client, is a reference to each Client jointly and severally.
"Cloud Platform" means any cloud-hosted software, storage, management, or analytics platform provided by a Manufacturer as part of the System, including but not limited to the Verkada Command platform.
"End User" means the Client in its capacity as the authorised user of the System, Cloud Platform, and associated software and services supplied under these terms and conditions.
"End User Account" means any user account, administrator account, or login credential provided to the Client or its personnel for access to the Cloud Platform or System.
"Goods" means all goods, equipment, hardware, software licences, and materials supplied by Palmers to the Client at the Client's request from time to time.
"GST" has the meaning given to that term in the GST Act.
"GST Act" means A New Tax System (Goods and Services Tax) Act 1999 (Cth).
"Manufacturer" means the original equipment manufacturer or vendor of any Goods supplied by Palmers, including but not limited to Verkada Inc., and any associated cloud platform, software, or subscription service provider.
"Manufacturer Terms" means the Manufacturer's end user licence agreement, terms of service, warranty terms, privacy policy, data processing agreement, and any other terms governing the use of the Manufacturer's products, platforms, or services, as amended by the Manufacturer from time to time.
"Palmers" means AK Palmer Group Pty Ltd (ABN 83 638 728 597) T/A Palmers TV, its successors and assigns, or any person acting on behalf of and with the authority of AK Palmer Group Pty Ltd T/A Palmers TV.
"Price" means the price payable for the Goods and/or Services as agreed between Palmers and the Client in accordance with clause 4.
"Prohibited Conduct" means any conduct listed in clause 26.5 or any other conduct that breaches these terms and conditions, the Manufacturer Terms, or any applicable law.
"Quotation" means a written document issued by Palmers that specifies the Goods and/or Services, the applicable Price, any assumptions, exclusions and validity period, and which is strictly non-binding and subject to withdrawal or amendment by Palmers at any time prior to acceptance by the Client.
"Sensitive Environment" means any site operated as a childcare centre, early childhood education facility, school, aged care facility, medical facility, correctional facility, or any other premises where vulnerable persons (including children) are regularly present.
"Services" means all services supplied by Palmers to the Client, including but not limited to design, installation, commissioning, configuration, programming, testing, training, maintenance, and support services.
"Subscription" means any ongoing licence, subscription, or service fee required by a Manufacturer for the continued operation of the System or any component of it, including without limitation cloud storage, software access, firmware updates, and technical support.
"Supply" has the meaning given to that term in the GST Act.
"Surveillance Data" means all video footage, still images, audio recordings, metadata, analytics data, event logs, and any other data captured, generated, or stored by the System.
"System" means any integrated combination of Goods and Services supplied under a project, including but not limited to CCTV cameras, access control devices, intruder alarm systems, intercoms, audio visual equipment, structured cabling, and any associated software, firmware, and Cloud Platform access.
"User Limit" means any restriction on the number of cameras, user accounts, locations, or other parameters imposed by the Manufacturer's licensing model or Subscription tier.
Acceptance
The Client is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the Client:
signs a Quotation, proposal, or contract referencing these terms;
issues a purchase order referencing or in response to a Palmers Quotation;
places an order for or accepts delivery of the Goods; or
permits Palmers to commence Services on site.
In the event of any inconsistency between these terms and conditions and any other document or agreement, these terms and conditions shall prevail, except that, solely in relation to a Manufacturer’s products, platforms or services, the applicable Manufacturer Terms shall prevail to the extent of the inconsistency and only to the extent not prohibited by any non-excludable law.
Where a System includes Goods or Services from a Manufacturer, the Client acknowledges and agrees to the end user obligations set out in clause 26.
Change In Control
The Client shall give Palmers 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 numbers, or business practice). The Client shall be liable for any loss incurred by Palmers as a result of the Client's failure to comply with this clause.
Price And Payment
At Palmers' sole discretion the Price shall be either:
as indicated on any invoice provided by Palmers to the Client; or
Palmers' quoted price (subject to clause 4.2), which will be valid for the period stated in the Quotation or otherwise for a period of thirty (30) days.
Palmers reserves the right to change the Price if a variation to Palmers' Quotation is requested. Any variation from the plan of scheduled works or specifications (including but not limited to any variation as a result of additional works required due to hidden or unidentifiable site conditions, or as a result of increases to Palmers in the cost of materials and labour) will be charged for on the basis of Palmers' Quotation and will be shown as variations on the invoice. Payment for all variations must be made in full at their time of completion.
At Palmers' sole discretion a non-refundable deposit may be required.
Time for payment for the Goods and Services is of the essence, and the Price will be payable by the Client on the date/s determined by Palmers, which may be: before delivery of the Goods; on completion of the Services; by way of instalments or progress payments in accordance with Palmers' payment schedule; the date specified on any invoice or other form as being the date for payment; or failing any notice to the contrary, the date which is fourteen (14) days following the date of any invoice given to the Client by Palmers.
Payment may be made by cash, cheque, bank cheque, electronic/online banking, credit card (plus a surcharge equal to the merchant processing fee incurred by Palmers), or by any other method as agreed between the Client and Palmers.
Unless otherwise stated, the Price does not include GST. In addition to the Price, the Client must pay to Palmers an amount equal to any GST Palmers must pay for any Supply by Palmers under this or any other agreement for the sale of the Goods or Services. The Client must pay GST, without deduction or set off of any other amounts, at the same time and on the same basis as the Client pays the Price. The Client must also pay any other taxes and duties that may be applicable in addition to the Price except where they are expressly included in the Price.
The Price does not include any Subscription fees payable to a Manufacturer unless expressly stated in the Quotation. The Client's obligations in relation to Subscriptions are set out in clause 26. Palmers is not liable for any interruption to the System caused by the Client's failure to maintain current Subscriptions.
Delivery Of Goods
Delivery of the Goods is taken to occur at the time that Palmers (or Palmers' nominated carrier) delivers the Goods to the Client's nominated address, even if the Client is not present at the address ("Delivery").
At Palmers' sole discretion, the cost of delivery is included in the Price.
Palmers may deliver the Goods in separate instalments. Each separate instalment shall be invoiced and paid in accordance with the provisions in these terms and conditions.
Any time or date given by Palmers to the Client is an estimate only. The Client must still accept delivery of the Goods even if late and Palmers will not be liable for any loss or damage incurred by the Client as a result of the delivery being late.
Installation And Commissioning
Where Palmers is engaged to install and commission a System, the scope of works shall be as described in Palmers' Quotation or proposal. Any works not expressly included in the Quotation are excluded.
The Client shall ensure that Palmers has clear, free, and safe access to the work site at all times to enable Palmers to undertake the works. Palmers shall not be liable for any loss or damage to the site (including, without limitation, damage to pathways, driveways, concreted, paved, or grassed areas) unless due to the negligence of Palmers.
The Client is responsible for providing and maintaining, at the Client's cost, all network infrastructure, internet connectivity, power supply, and any other site services required for the proper operation of the System, unless expressly included in Palmers' Quotation as part of the scope of works.
Palmers is not liable for any degradation of System performance, functionality, or availability caused by:
inadequate, unreliable, or misconfigured network infrastructure or internet connectivity;
power outages, surges, or electrical faults not caused by Palmers;
interference from other equipment, building materials, or environmental conditions; or
changes made to the Client's network, IT infrastructure, or building environment after commissioning without Palmers' involvement.
Upon completion of installation and commissioning, Palmers will provide the Client with reasonable handover documentation and training appropriate to the System supplied. The Client acknowledges that the Client's staff are responsible for the ongoing day-to-day operation and administration of the System.
If Palmers’ personnel are delayed, stood-down or required to make additional visits to site due to the Client’s failure to provide clear, free and safe access, incomplete preparatory works, changes to the construction program or any other act or omission of the Client, the Client must pay Palmers’ additional costs, including labour at Palmers’ prevailing hourly rates, travel and accommodation expenses, equipment hire and any other reasonable expenses incurred as a result of such delay.
Hidden Services
Prior to Palmers commencing any work, the Client must advise Palmers of the precise location of all underground and concealed services on the site and clearly mark the same. The underground and concealed services the Client must identify include, but are not limited to, electrical services, gas services, sewer services, water mains, irrigation pipes, telephone cables, fibre optic cables, data cabling, and any other services that may be on site.
Whilst Palmers will take all reasonable care to avoid damage to any services, the Client agrees to indemnify Palmers in respect of all and any liability, claims, loss, damage, costs, and fines as a result of damage to services not precisely located and notified as per clause 7.1.
Manufacturer Products, Cloud Platforms & Subscriptions
The Client acknowledges that certain Goods forming part of the System are manufactured by third parties and are supplied by Palmers as an authorised reseller, integrator, or installer. The Client's end user obligations in respect of Manufacturer products are set out in clause 26.
Palmers' role in respect of Manufacturer products is limited to:
supply, installation, and commissioning of the Goods in accordance with the Manufacturer's guidelines and Palmers' Quotation;
configuration and initial setup of the System, including user accounts and system settings;
providing reasonable training on the use of the System; and
warranty support and maintenance as described in clause 12 and any applicable maintenance agreement.
The Client acknowledges and agrees that Palmers does not control and is not responsible for:
the Cloud Platform, including its availability, performance, security, data handling practices, or any changes to its features or functionality;
any Manufacturer firmware updates, software updates, feature changes, or deprecation of features, whether automatic or otherwise;
the Manufacturer's data processing, storage, and security practices, including the geographic location of data storage servers;
any change to the Manufacturer Terms, Subscription pricing, or licensing model;
any data breach, outage, or unauthorised access arising from the Manufacturer's systems, platform, or infrastructure; or
the Manufacturer's decision to discontinue any product, service, platform, or Subscription.
The Client's rights and remedies in respect of any defect, failure, or issue attributable to the Manufacturer's products, platform, or services are governed by the Manufacturer Terms and must be pursued in accordance with the Manufacturer's warranty and support processes. Palmers will endeavour to provide reasonable assistance to the Client in lodging warranty claims or support requests with the Manufacturer, but Palmers' liability does not extend beyond Palmers' own workmanship and configuration obligations.
Risk
Risk of damage to or loss of the Goods passes to the Client on Delivery and the Client must insure the Goods on or before Delivery.
If any of the Goods are damaged or destroyed following Delivery but prior to ownership passing to the Client, Palmers is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by Palmers is sufficient evidence of Palmers' rights to receive the insurance proceeds without the need for any person dealing with Palmers to make further enquiries.
If the Client requests Palmers to deliver the Goods to an unattended location, then such Goods shall be left at the Client's sole risk.
Title
Palmers and the Client agree that ownership of the Goods shall not pass until:
the Client has paid Palmers all amounts owing to Palmers; and
the Client has met all of its other obligations to Palmers.
Receipt by Palmers of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared, or recognised.
It is further agreed that:
until ownership of the Goods passes to the Client in accordance with clause 10.1, the Client is only a bailee of the Goods and must return the Goods to Palmers on request;
the Client holds the benefit of the Client's insurance of the Goods on trust for Palmers and must pay to Palmers the proceeds of any insurance in the event of the Goods being lost, damaged, or destroyed;
the Client must not sell, dispose, or otherwise part with possession of the Goods other than in the ordinary course of business and for market value. If the Client sells, disposes, or parts with possession of the Goods, then the Client must hold the proceeds of any such act on trust for Palmers and must pay or deliver the proceeds to Palmers on demand;
the Client should not convert or process the Goods or intermix them with other goods, but if the Client does so, then the Client holds the resulting product on trust for the benefit of Palmers and must sell, dispose of, or return the resulting product to Palmers as it so directs;
the Client irrevocably authorises Palmers to enter any premises where Palmers believes the Goods are kept and recover possession of the Goods;
Palmers may recover possession of any Goods in transit whether or not Delivery has occurred;
the Client shall not charge or grant an encumbrance over the Goods nor grant or otherwise give away any interest in the Goods while they remain the property of Palmers; and
Palmers may commence proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods has not passed to the Client.
Personal Property Securities Act 2009 ("Ppsa")
In this clause, financing statement, financing change statement, security agreement, and security interest have the meaning given to them by the PPSA.
Upon agreeing to these terms and conditions, the Client acknowledges and agrees that these terms and conditions constitute a security agreement for the purposes of the PPSA and create a security interest in all Goods that have previously been supplied and that will be supplied in the future by Palmers to the Client.
The Client undertakes to:
promptly sign any further documents and/or provide any further information which Palmers may reasonably require to register a financing statement or financing change statement on the Personal Property Securities Register;
indemnify, and upon demand reimburse, Palmers for all expenses incurred in registering a financing statement or financing change statement or releasing any Goods charged thereby;
not register a financing change statement in respect of a security interest without the prior written consent of Palmers;
not register, or permit to be registered, a financing statement or a financing change statement in relation to the Goods in favour of a third party without the prior written consent of Palmers; and
immediately advise Palmers of any material change in its business practices of selling the Goods which would result in a change in the nature of proceeds derived from such sales.
Subject to clause 11.9, Palmers and the Client agree that sections 96, 115, and 125 of the PPSA do not apply to the security agreement created by these terms and conditions.
The Client waives their rights to receive notices under sections 95, 118, 121(4), 130, 132(3)(d), and 132(4) of the PPSA.
The Client waives their rights as a grantor and/or a debtor under sections 142 and 143 of the PPSA.
Unless otherwise agreed to in writing by Palmers, the Client waives their right to receive a verification statement in accordance with section 157 of the PPSA.
The Client must unconditionally ratify any actions taken by Palmers under clauses 11.3 to 11.5.
Subject to any express provisions to the contrary, nothing in these terms and conditions is intended to have the effect of contracting out of any of the provisions of the PPSA.
Defects, Warranties And Returns
The Client must inspect the Goods on delivery and must within seven (7) days of delivery notify Palmers in writing of any evident defect, damage, shortage in quantity, or failure to comply with the description or quote. The Client must notify any other alleged defect in the Goods as soon as reasonably possible after any such defect becomes evident. Upon such notification the Client must allow Palmers to inspect the Goods.
Under applicable State, Territory, and Commonwealth Law (including, without limitation, the Competition and Consumer Act 2010 (Cth) ("CCA")), certain statutory implied guarantees and warranties ("Non-Excluded Guarantees") may be implied into these terms and conditions.
The parties acknowledge and agree that nothing in these terms and conditions purports to modify or exclude the Non-Excluded Guarantees.
Palmers warrants that Services will be performed with due care and skill and in accordance with applicable Australian Standards and Manufacturer installation guidelines. This workmanship warranty applies for a period of twelve (12) months from the date of commissioning or practical completion, whichever occurs first.
Warranty on Goods supplied by Palmers is limited to the Manufacturer's warranty as provided under the Manufacturer Terms. Palmers does not provide any additional warranty on Manufacturer products beyond what the Manufacturer offers. Palmers will assist the Client in making warranty claims to the Manufacturer but is not liable for the Manufacturer's response, timeframes, or remedies.
Except as expressly set out in these terms and conditions or in respect of the Non-Excluded Guarantees, Palmers makes no warranties or other representations under these terms and conditions, including but not limited to the quality or suitability of the Goods. Palmers' liability in respect of these warranties is limited to the fullest extent permitted by law.
If the Client is a consumer within the meaning of the CCA, Palmers' liability is limited to the extent permitted by section 64A of Schedule 2 of the CCA.
If the Client is not a consumer within the meaning of the CCA, Palmers' liability for any defect or damage in the Goods is:
limited to the value of any express warranty or warranty card provided to the Client by Palmers at Palmers' sole discretion;
limited to the Manufacturer's warranty to which Palmers is entitled, if Palmers did not manufacture the Goods;
otherwise negated absolutely.
Subject to this clause 12, returns will only be accepted provided that:
the Client has complied with the provisions of clause 12.1;
Palmers has agreed that the Goods are defective;
the Goods are returned within a reasonable time at the Client's cost (if that cost is not significant); and
the Goods are returned in as close a condition to that in which they were delivered as is possible.
Notwithstanding clauses 12.1 to 12.9 but subject to the CCA, Palmers shall not be liable for any defect or damage which may be caused or partly caused by or arise as a result of:
the Client failing to properly maintain or store any Goods;
the Client using the Goods for any purpose other than that for which they were designed;
the Client continuing the use of any Goods after any defect became apparent or should have become apparent to a reasonably prudent operator or user;
the Client failing to follow any instructions or guidelines provided by Palmers or the Manufacturer;
the Client or any third party modifying, tampering with, or attempting to repair the Goods without Palmers' prior written consent;
the Client's breach of its end user obligations under clause 26;
the Client breaching these terms and conditions;
fair wear and tear, any accident, or act of God; or
failure or inadequacy of the Client's network infrastructure, internet connectivity, or power supply.
System Limitations And Security Disclaimer
The Client acknowledges that no security system can guarantee the prevention of unauthorised entry, theft, damage, personal injury, or any other security incident. The System is designed to deter, detect, and record, but its effectiveness depends on factors including proper installation, configuration, maintenance, monitoring, and response procedures, many of which are the Client's responsibility after commissioning.
Palmers is not liable for any loss, damage, injury, or claim arising from:
the failure of the System to prevent or detect a security incident;
the failure of any monitoring service, alarm receiving centre, or emergency response service to respond to a System alert;
any criminal act by any third party;
any period during which the System is inoperative due to power failure, network failure, Cloud Platform outage, or any other cause outside Palmers' reasonable control;
the Client's failure to act on any alert, notification, or recording generated by the System; or
the Client's breach of its end user obligations under clause 26.
If the Client engages a third-party monitoring service or alarm receiving centre, the Client acknowledges that such services are provided under a separate agreement between the Client and the monitoring provider. Palmers has no liability for the performance, response times, or failures of any third-party monitoring service.
Data, Privacy And Surveillance
The Client is the sole owner and data controller of all Surveillance Data captured by the System. Palmers does not claim any ownership, licence, or interest in Surveillance Data at any time.
The Client's specific obligations and responsibilities as data controller are set out in clause 26.9.
Where the System stores Surveillance Data on a Cloud Platform, the Client acknowledges that such data is hosted and processed by the Manufacturer in accordance with the Manufacturer's data processing and privacy policies. Palmers does not control the Cloud Platform and is not liable for any data breach, outage, data loss, or unauthorised access arising from the Manufacturer's systems.
Palmers will not access, copy, download, share, or otherwise use any Surveillance Data except for the purposes of installation, commissioning, warranty repairs, maintenance, or technical support as requested by the Client.
Upon completion of installation and commissioning, Palmers will remove or disable any temporary administrative access credentials unless the Client requests ongoing remote support access in writing.
Intellectual Property
Where Palmers has designed, drawn, or developed system designs, layouts, schematics, cable schedules, configuration documents, or any other documentation for the Client, the copyright in such designs, drawings, and documents shall remain the property of Palmers.
The Client warrants that all designs, specifications, or instructions given to Palmers will not cause Palmers to infringe any patent, registered design, or trademark in the execution of the Client's order, and the Client agrees to indemnify Palmers against any action taken by a third party against Palmers in respect of any such infringement.
The Client acknowledges and consents to Palmers using non-identifiable project information (such as system type, scale, and general configuration) for the purposes of marketing, capability statements, and industry submissions. Palmers will not use any project information that identifies the Client, the Client's premises, or the details of the Client's security arrangements without the Client's prior written consent.
Default
Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of one and a half percent (1.5%) per calendar month (and at Palmers' sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.
If the Client owes Palmers any money, the Client shall indemnify Palmers from and against all costs and disbursements incurred by Palmers in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, Palmers' collection agency costs, and bank dishonour fees).
Without prejudice to any other remedies Palmers may have, if at any time the Client is in breach of any obligation (including those relating to payment) under these terms and conditions, Palmers may suspend or terminate the supply of Goods and/or Services to the Client. Palmers will not be liable to the Client for any loss or damage the Client suffers because Palmers has exercised its rights under this clause.
Without prejudice to Palmers' other remedies at law, Palmers shall be entitled to cancel all or any part of any order of the Client which remains unfulfilled and all amounts owing to Palmers shall, whether or not due for payment, become immediately payable if:
any money payable to Palmers becomes overdue, or in Palmers' opinion the Client will be unable to make a payment when it falls due;
the Client 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
a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Client or any asset of the Client.
Cancellation
Palmers may cancel any contract to which these terms and conditions apply or cancel delivery of Goods at any time before the Goods are delivered by giving written notice to the Client. On giving such notice, Palmers shall repay to the Client any money paid by the Client for the Goods, less a reasonable amount for any Services already performed or materials already procured. Palmers shall not be liable for any loss or damage whatsoever arising from such cancellation.
In the event that the Client cancels an order after acceptance:
before Palmers has commenced procurement or work: the Client shall forfeit any deposit paid;
after Palmers has commenced procurement but before installation: the Client shall be liable for the cost of all materials ordered or received by Palmers that cannot be returned, plus a reasonable administration fee;
after installation has commenced: the Client shall be liable for the full value of all Goods delivered and Services performed to the date of cancellation, plus the cost of any materials ordered that cannot be returned.
Cancellation of orders for Goods made to the Client's specifications, or for non-stockist items, will not be accepted once production has commenced or an order has been placed with a Manufacturer.
Work Health And Safety
Both parties shall comply with all applicable work health and safety legislation, regulations, codes of practice, and site-specific safety requirements.
The Client shall:
provide Palmers with a current site induction and relevant site-specific safety information prior to commencement of works;
advise Palmers of any known hazards on the site, including but not limited to asbestos, hazardous materials, confined spaces, and working at heights requirements;
ensure the site is safe for Palmers' personnel to undertake the works; and
where the work site is a Sensitive Environment, advise Palmers of any specific requirements including Working with Vulnerable People (“WWVP”) checks or equivalent clearances required by the relevant State or Territory.
Palmers shall ensure that its personnel and subcontractors hold all licences, certifications, and clearances required by law to perform the works, including but not limited to electrical licences, cabling registrations, security licences, and WWVP checks where required.
Subcontracting
Palmers may subcontract all or any part of the works without the Client's prior consent, provided that:
any subcontractor engaged by Palmers holds all licences and insurances required by law to perform the relevant works;
Palmers remains responsible to the Client for the performance of the subcontracted works to the same standard required under these terms and conditions; and
Palmers ensures that any subcontractor with access to Surveillance Data or a Sensitive Environment is bound by obligations no less protective than those set out in these terms and conditions.
Insurance
Palmers maintains current public liability insurance, professional indemnity insurance, and workers' compensation insurance appropriate to the works it performs. Certificates of currency will be provided to the Client upon request.
The Client is responsible for maintaining adequate insurance for the Client's premises, property, and operations, including insurance for the System after Delivery or installation.
Dispute Resolution
If a dispute arises under these terms and conditions, the parties agree to follow this process before commencing legal proceedings:
Negotiation: The party raising the dispute must give written notice to the other party setting out the nature of the dispute. The parties must use reasonable endeavours to resolve the dispute by negotiation within fourteen (14) days of the notice.
Litigation: If the dispute is not resolved by negotiation as required under clause 21.1.1, either party may commence legal proceedings.
Nothing in this clause prevents a party from seeking urgent interlocutory or injunctive relief from a court at any time.
Limitation Of Liability And Indemnity
Subject to the Non-Excluded Guarantees, clause 12 and the maximum extent permitted by law, Palmers' total aggregate liability to the Client arising out of or in connection with these terms and conditions, whether in contract, tort (including negligence), statute, or otherwise, shall not exceed the total Price paid by the Client under the relevant Quotation or contract.
Subject to clause 12, Palmers shall not be liable to the Client for any:
indirect or consequential loss;
loss of profit, revenue, or anticipated savings;
loss of data or Surveillance Data (except to the extent caused by Palmers' breach of clause 14);
loss of business, contracts, or goodwill;
loss arising from any third-party claim against the Client; or
loss arising from the failure, act, or omission of any Manufacturer, Cloud Platform, Subscription service, monitoring provider, or other third party,
howsoever caused, even if Palmers has been advised of the possibility of such loss.
The limitations in this clause do not apply to liability that cannot be excluded or limited by law.
The Client indemnifies and keeps indemnified Palmers, its officers, employees and agents against all loss, damage, liability, cost and expense (including legal costs on a full indemnity basis) arising from or in connection with: any breach of this agreement or terms and conditions by the Client, including any breach of the end user obligations in clause 26; any negligent or wilful act or omission of the Client or its personnel; any claim by a third party in relation to the Goods, Services or System arising out of the Client's use, misuse or alteration of them; any infringement of intellectual property rights or breach of privacy or surveillance laws caused by the Client; and any claim by a Manufacturer arising from the Client's breach of Manufacturer Terms or end user obligations. This indemnity is continuing and survives termination of this agreement and terms and conditions.
Privacy And Credit Reporting
The Client agrees for Palmers to obtain from a credit reporting agency a credit report containing personal credit information about the Client in relation to credit provided by Palmers.
The Client agrees that Palmers may exchange information about the Client with those credit providers either named as trade referees by the Client or named in a consumer credit report issued by a credit reporting agency for the purposes of:
assessing an application by the Client;
notifying other credit providers of a default by the Client;
exchanging information with other credit providers as to the status of this credit account, where the Client is in default with other credit providers; and
assessing the creditworthiness of the Client.
The Client consents to Palmers being given a consumer credit report to collect overdue payment on commercial credit.
The Client agrees that personal credit information provided may be used and retained by Palmers for the provision of Goods and Services, the operation of the Client's account, and the collection of amounts outstanding.
Security And Charge
In consideration of Palmers agreeing to supply the Goods and Services, the Client charges all of its rights, title, and interest (whether joint or several) in any land, realty, or other assets capable of being charged, owned by the Client either now or in the future, to secure the performance by the Client of its obligations under these terms and conditions (including but not limited to the payment of any money).
The Client indemnifies Palmers from and against all Palmers' costs and disbursements including legal costs on a solicitor and own client basis incurred in exercising Palmers' rights under this clause.
The Client irrevocably appoints Palmers and each director of Palmers as the Client's true and lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause 24.
Unpaid Rights
Where the Client has left any item with Palmers for repair, modification, exchange, or for Palmers to perform any other service in relation to the item and Palmers has not received or been tendered the whole of any moneys owing to it by the Client, Palmers shall have, until all moneys owing to Palmers are paid:
a lien on the item; and
the right to retain or sell the item, such sale to be undertaken in accordance with any legislation applicable to the sale or disposal of uncollected goods.
The lien of Palmers shall continue despite the commencement of proceedings, or judgment for any moneys owing to Palmers having been obtained against the Client.
End User Obligations And Compliance
The Client acknowledges and agrees that, in its capacity as End User, it acquires a non-exclusive, non-transferable right to use the System, Cloud Platform, and associated software and services supplied by Palmers for the Client's internal business purposes only, subject to the terms of these Terms and Conditions and the Manufacturer Terms.
The Client further acknowledges that title to any software, firmware, or Cloud Platform components remains with the Manufacturer or its licensors at all times, and the Client does not acquire ownership of such components. This status as End User imposes specific compliance obligations on the Client, including adherence to licensing restrictions, data handling requirements, and usage limitations as set out in this clause 26 and the Manufacturer Terms. The Client confirms that it has the necessary authority, resources, and infrastructure to fulfil its End User obligations and that its use of the System will comply with all applicable laws.
The Client must accept, execute, and be bound by all applicable Manufacturer Terms as a condition precedent to Palmers' supply of any Goods or Services involving Manufacturer products, platforms, or services. Palmers will provide the Client with access to, or copies of, the current Manufacturer Terms prior to or upon delivery of the relevant Goods or Services, and the Client must acknowledge receipt and acceptance in writing or by electronic means as specified by Palmers. Acceptance of the Manufacturer Terms is deemed to occur upon the Client's execution of a Quotation, placement of an order, or acceptance of delivery under clause 2.1.
The Client agrees to comply strictly with the Manufacturer Terms at all times during the use of the System, and any amendment to the Manufacturer Terms notified by the Manufacturer (or by Palmers on the Manufacturer's behalf) binds the Client immediately upon notice. Non-compliance with this clause 26 constitutes a material breach of these Terms and Conditions, entitling Palmers to exercise remedies under clause 26.16.
Subject to the Client's full compliance with these Terms and Conditions and the Manufacturer Terms, the Client is granted a limited, revocable, non-exclusive, non-sublicensable licence to use the System and Cloud Platform solely for the Client's authorised purposes as specified in the Quotation. This licence permits the Client to install, configure, access, and operate the System within the geographic boundaries of Australia, subject to any User Limits imposed by the Manufacturer's licensing model. The Client must not: sublicense, assign, transfer, or otherwise dispose of the licence or any access rights without the prior written consent of Palmers and the Manufacturer; use the System or Cloud Platform for any purpose other than the intended security, surveillance, or operational functions; exceed any User Limits, including limits on the number of cameras, storage capacity, or concurrent users; or export or re-export the System or any data in violation of Australian export control laws. Breach of these restrictions may result in immediate suspension of access and termination of the licence without notice.
The Client is responsible for the security and management of all End User Accounts, including the creation, maintenance, and deactivation of user credentials, passwords, and access permissions. The Client must: implement multi-factor authentication where available and required by the Manufacturer Terms; ensure that all passwords and credentials are kept confidential and not shared; promptly notify Palmers of any suspected unauthorised access or security breach involving an End User Account; restrict access to the System and Cloud Platform to authorised personnel only; and upon completion of installation and commissioning by Palmers, change or remove any default or temporary administrative credentials provided during setup. The Client must maintain records of all End User Accounts and access logs as required for compliance with Applicable Privacy Law. The Client acknowledges that failure to secure End User Accounts in accordance with this subclause exposes the Client to liability for any resulting unauthorised access, data loss, or system compromise.
The Client must not engage in any Prohibited Conduct, including but not limited to:
reverse engineering, decompiling, disassembling, or otherwise attempting to derive the source code or underlying structure of the System, Cloud Platform, or any software;
tampering with, modifying, or bypassing firmware, security features, encryption, or access controls;
using the System for unlawful surveillance, harassment, discrimination, or any activity that violates Applicable Privacy Law or other legislation in the Australian Capital Territory;
exceeding User Limits or attempting to circumvent licensing restrictions;
uploading, transmitting, or storing any malicious code, viruses, or harmful materials via the System;
using the System to infringe third-party intellectual property rights or privacy; or
any other conduct that breaches the Manufacturer Terms, these Terms and Conditions, or applicable law.
The Client must immediately cease any Prohibited Conduct upon notice from Palmers and cooperate in any investigation or remediation efforts.
As the data controller of all Surveillance Data, the Client must:
determine and document the lawful purposes for collecting, using, disclosing, and retaining Surveillance Data in compliance with Applicable Privacy Law, including the Privacy Act 1988 (Cth) and Australian Privacy Principles;
install and maintain prominent signage notifying individuals of surveillance in accordance with regulatory requirements;
implement robust access controls, retention policies, and secure deletion procedures for Surveillance Data;
respond promptly to any data subject access requests, complaints, or enquiries, including providing copies of Surveillance Data where required;
notify relevant authorities and affected individuals of any data breach involving Surveillance Data within the timeframes mandated by law;
conduct and document privacy impact assessments prior to deploying the System in new areas; and
ensure that any disclosure of Surveillance Data to third parties (including law enforcement) complies with legal obligations.
The Client indemnifies Palmers against any claims arising from the Client's failure to meet its responsibilities under clause 26.9.
The Client must maintain and renew all Subscriptions required for the ongoing operation of the System or Cloud Platform, paying all fees directly to the Manufacturer or through Palmers as specified in the Quotation. The Client acknowledges that lapse of any Subscription may result in immediate loss of functionality, including cloud storage, remote access, firmware updates, and technical support, without liability to Palmers or the Manufacturer. Palmers may provide reasonable assistance in managing renewals, such as reminders of upcoming expiry dates, but the Client remains solely responsible for timely payment and compliance. The Client must notify Palmers promptly of any issues with Subscription payments or status. Non-maintenance of Subscriptions constitutes a breach of this subclause and may trigger remedies under clause 26.16.
Where the System is deployed in a Sensitive Environment, the Client must: comply with enhanced privacy protections under Applicable Privacy Law, including obtaining explicit consents where required and minimising data collection; ensure all personnel with access to the System hold valid WWVP checks or equivalent clearances as mandated by applicable laws; install mandatory signage and notices in prominent locations, clearly indicating surveillance areas and data handling practices; restrict recording in private or sensitive areas (e.g., bathrooms, changing rooms) unless strictly necessary and legally authorised; and implement additional safeguards, such as audit logs for access to Surveillance Data involving vulnerable persons. The Client must provide Palmers with evidence of compliance upon request and indemnify Palmers against any regulatory penalties arising from non-compliance in a Sensitive Environment.
The Client must ensure that all personnel authorised to operate, access, or administer the System receive adequate training on its use, data handling, and compliance requirements. Training must cover: the terms of the Manufacturer Terms and these Terms and Conditions; proper configuration and operation to avoid Prohibited Conduct; recognition and response to security alerts or data breaches; and adherence to privacy and surveillance obligations. The Client must maintain records of training completion and verify personnel competence periodically. Palmers may provide initial training as part of the Services, but ongoing training is the Client's responsibility. Failure to train personnel adequately may result in system misuse and liability under clause 26.17.
The Client must promptly apply, or permit Palmers to apply, all updates, security patches, and firmware updates recommended or required by the Manufacturer or Palmers to maintain the security, functionality, and compliance of the System. The Client acknowledges that failure to apply updates may expose the System to vulnerabilities, degrade performance, or result in non-compliance with Manufacturer Terms. Palmers may provide notice of available updates, but the Client is responsible for scheduling and implementing them without undue delay. If updates require downtime or additional configuration, the Client must coordinate with Palmers to minimise disruption. Non-compliance with this subclause voids any related warranties and may trigger suspension under clause 26.16.
Palmers reserves the right, upon reasonable notice to the Client, to audit and verify the Client's compliance with End User obligations, including: requesting evidence of current Subscriptions and payment records; conducting remote system health checks or diagnostic scans (with the Client's cooperation); reviewing user account configurations to ensure adherence to User Limits; and inspecting access logs or Surveillance Data handling practices where necessary to confirm compliance. The Client must provide full cooperation, including granting temporary access to the Cloud Platform or System for audit purposes, and bear any costs associated with non-compliance remediation. Audits will be conducted confidentially and in accordance with Applicable Privacy Law.
If the Client breaches any End User obligation under this clause 26, Palmers may, without liability: suspend supply of further Goods or Services; suspend or disable access to the System or Cloud Platform (to the extent Palmers has administrative rights); terminate these Terms and Conditions or the relevant supply agreement in whole or in part; or exercise any other remedies available under these Terms and Conditions or at law. The Client remains liable for all outstanding payments, including Subscriptions, and must indemnify Palmers for costs incurred due to the breach including legal costs. Palmers will provide written notice of any suspension or termination, specifying the breach and a reasonable opportunity to remedy (except in cases of material or ongoing risk). Repeated or wilful non-compliance may result in permanent termination without cure period.
The Client indemnifies and holds harmless Palmers, its officers, employees, and agents from and against all claims, losses, damages, costs, expenses (including legal costs on a full indemnity basis), and liabilities arising directly or indirectly from: the Client's breach of Manufacturer Terms or End User obligations under this clause 26; unauthorised or improper use of the System or Cloud Platform by the Client or its personnel; any regulatory penalty, fine, or enforcement action resulting from the Client's non-compliance with Applicable Privacy Law or surveillance regulations; any third-party claim related to the Client's handling of Surveillance Data or operation of the System; or any interruption or failure attributable to the Client's Prohibited Conduct or failure to maintain Subscriptions. This indemnity is continuing, survives termination of these Terms and Conditions, and extends to claims by the Manufacturer against Palmers due to the Client's actions.
General
The failure by Palmers to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect Palmers' right to subsequently enforce that provision. 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.
These terms and conditions and any contract to which they apply shall be governed by the laws of the Australian Capital Territory and the Commonwealth of Australia and are subject to the jurisdiction of the courts of the Australian Capital Territory and any court hearing appeals form those courts.
The Client shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Client by Palmers nor to withhold payment of any invoice because part of that invoice is in dispute.
Palmers may licence or sub-contract all or any part of its rights and obligations without the Client's consent, subject to clause 19.
The Client agrees that Palmers may amend these terms and conditions at any time. Palmers will provide the Client with not less than fourteen (14) days written notice of any material amendment. The Client will be taken to have accepted such changes if the Client makes a further request for Palmers to provide Goods or Services to the Client after the notice period has elapsed.
Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm, pandemic, epidemic, government directive, or other event beyond the reasonable control of either party.
The Client warrants that it has the power to enter into this agreement and has obtained all necessary authorisations to allow it to do so, it is not insolvent, and that this agreement creates binding and valid legal obligations on it.
These terms and conditions may not be construed adversely to a party just because that party prepared the terms and conditions.
Any notice required to be given under these terms and conditions may be given by email to the address last notified by the receiving party, and shall be deemed received on the next Business Day after sending.
The Client must not assign, transfer, novate or otherwise deal with any of its rights or obligations under this agreement and terms and conditions without Palmers’ prior written consent, which may be given or withheld in Palmers’ absolute discretion. Any purported dealing in breach of this clause is void and of no effect.