Terms of service

(Subject to provisions of the Trade Practices Act 1974 and any statutory amendment or re-enactment thereof for the time being in force.) Unless Aeris Solutions Pty Ltd ATF Aeris Solutions Trust trading as Just Digital Signage (hereinafter called “JDS”) agrees to any alterations or other conditions in writing, all Customer orders are accepted subject to the following conditions, which apply to the whole or any executed part of an order.

CANCELLATION

If the digital signage is custom-made, JDS will give no refunds if you have simply changed your mind. However, if JDS fail to meet a consumer guarantee, JDS will provide the customer with a remedy to correct the fault, deficiency, or failure to meet an obligation under the Warranty JDS provide to you.

PRICE AND PAYMENT

(a) The prices quoted are open for acceptance for a period as stated in our quotations or as otherwise specified in the offer.

(b) If credit facilities are established, payment, payment of goods or services is to be made in full within the agreed time as set out in the payment terms.

(c) Until payment in full is received, the property of the goods remains with JDS and, if in the Customer's possession, will be held as Bailee and returned immediately unused and undamaged upon demand. The Customer will hold JDS indemnified against any claim or liability for damage or injury to, or by, the goods in the meantime.

TRAFFIC MANAGEMENT

Whenever feasible, the proposal will incorporate the costs associated with traffic management required during the installation. However, in the event that these costs are not included and are deemed necessary, our customer will be responsible for covering all expenses related to traffic management, including any permits. These costs may be billed directly for payment by our customer or invoiced separately by JDS.

DESCRIPTIONS AND DRAWINGS

(a) Any drawings, dimensions, illustrations, and descriptive details contained in our catalogues and quotations are intended for general information only and are not binding unless they have been certified by us in writing as correct for the contract or order concerned. Any deviations therefrom shall not vitiate the contract or be made the basis of any claim against JDS.

(b) After acceptance of an order, JDS will provide on request such certified drawings, specifications, dimensions, etc., as in JDS's opinion are reasonable and necessary.

(c) All drawings, specifications, and other written information, samples, and the like provided by JDS are protected by our copyrights and shall be regarded as confidential and shall not be disclosed to a third party except with prior written consent of JDS.

ACCEPTANCE AND DELIVERY

(a) JDS reserves the right to make partial deliveries against an order.

(b) Unless otherwise stated, all handling, packaging, and freight charges will be at the cost of JDS.

(c) The Customer shall inspect the goods immediately upon their arrival and shall, within seven (7) days from such inspection, give notice in writing to JDS of any matter or thing by reason whereof they may allege that the goods are not in accordance with the contract. If the Customer shall fail to give such notice, the goods shall be deemed to be in all respects in accordance with the contract and the Customer shall be bound to accept and pay for the same accordingly.

DELAY IN DELIVERY AND FORCE MAJEURE

(a) Delivery and availability dates are estimates and approximate only and although JDS will use its best endeavours to maintain these estimates, no liability is accepted for delay from any cause whatsoever.

(b) If for any cause beyond JDS's control, including but not limited to any act of God, war, strike, lockout, industrial dispute, governmental or semi-governmental award, enactment, priority or restriction, fire, flood, storm or tempest, delay to JDS's works or business or those of its suppliers, JDS is prevented from making delivery or performance at the time stipulated, JDS shall be entitled at its option either to extend the time for delivery or performance for a reasonable period or to determine the contract and the Customer shall not in consequence in either case have any claim for damages.

WARRANTIES

The benefits given by this warranty are in addition to other rights and remedies the customer may have under general law. If the customer are a consumer as defined in section 3 of the Australian Consumer Law, the following prescribed statement applies to you:

Our goods come with guarantees that cannot be excluded under the Australian Consumer Law. the customer are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. the customer are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.

(a) All products sold by JDS are warranted by the hardware manufacturers and not JDS and as such are subject to each individual manufacturer’s warranties

(b) Should JDS be required to visit the customer's premises, site, etc., to determine or rectify a warranty claim, all costs relating to the visit (e.g., airfares, car rentals, petrol, accommodation, meals, etc.) shall be to the customer's account in the event that the cause of the claim is not related to a failure of the products covered under the warranty (i.e., vandalism, flood, lightning strike, power surge, or any other act that causes damage). No charge shall be made for labour or call-out fees involved in warranty rectification, providing the fault is determined to be a genuine manufacturer's warranty fault. During the warranty period, JDS will repair or replace, at our option, any product or component covered by this warranty which fails under normal use as a result of a defect in material or workmanship. This includes all parts, labour, and freight which may be required to return the product to full functionality. Should a component be replaced under warranty, the date of the original warranty remains. This warranty starts from the date of purchase and extends only to the original purchasers.

RETURNS

(a) Customer must contact JDS for all repair returns and receive a Return Material Authorization (herein after called RMA) number.

When making inquiries, always refer to your RMA number.

(b) All RMA shipments must be prepaid by the customer and include the RMA number, written clearly on the shipping label and packing list. Shipments that do not have a clearly visible RMA number will be refused.

(c) Should no fault be found JDS reserves the right to charge a $110.00 no fault found fee for all products returned as defective with which our engineers can find no fault.

(d) Request for credit excludes non-standard & non-stocked items, installed software or goods incorrectly ordered, and in any case must be approved in writing by JDS before they can be returned. Goods are acceptable only in new, resalable condition with the original boxes and seals intact. Goods shipped for credit must be returned prepaid with a copy of invoice. Refunds exclude freight fees, and deductions are made for residual credit card fees incurred by JDS. Refunds are payable by credit note, cheque, or credit card according to the original purchase. The minimum restocking fees calculated from date of invoice and subject to approval are:

(i) <14 days (20% restocking fee)

(ii) 14 to 30 days (30% restocking fee)

(iii) 31 to 60 days (50% restocking fee)

(iv) >60 days (No returns accepted)

LIMITATION OF LIABILITY

(a) JDS shall not be liable for goods of a consumable nature or those having a low-rated service life such as electric lamps, electronic valves, and glass components beyond the warranty period or where any unauthorised repair or alteration has been performed.

(b) Furthermore, JDS warranty shall not extend to cover the quality and suitability of equipment and/or material supplied by the customer nor to faulty workmanship where work is carried out by the Customer's personnel provided such faulty workmanship did not result from incorrect instructions of JDS.

(c) JDS shall not be subject to nor incur and the Customer hereby releases JDS from any such action or liability for consequential loss or damage to persons or property including without limiting generality of the foregoing, loss of use of the goods or of profits, or loss of resale, arising by reason of defect, non-delivery, defective materials or workmanship, negligence or any act, matter conduct or thing done, permitted or omitted by JDS.

LIQUIDATED DAMAGES

Under no circumstances will JDS accept liability for liquidated, indirect, or consequential damages.

BANKRUPTCY, LIQUIDATION

If the Purchaser:

1. Being a person, dies or commits an act of bankruptcy; or

2. Being a company, takes or shall have taken against it any action for the winding up of the company or the placing of the company under official management or receivership other than for purposes of reconstruction,

then JDS, at JDS's option, may have under the contract or at law, shall give notice in writing to the Purchaser and after fourteen (14) days from such notice may, unless otherwise provided by law:

(a) Terminate the contract or suspend manufacture, delivery, or installation of any equipment then outstanding.

(b) Retain any security given or monies paid by the Purchaser and apply this against the assessed loss and damages incurred by JDS in the performance of the contract.

PERMISSIONS

Unless stated otherwise the customer must identify and secure any necessary approvals (e.g., from building owners, local authorities, road authorities, etc.) related to sign installation. JDS may make arrangements to obtain such permissions at an additional cost to the customer.

INSTALLATION, SITE READINESS & ROCK CLAUSE

When installing into the earth the installation quotations allow for excavation into obstruction-free earth. Any subsurface services, rock, shale, or clay substrates found while excavating will incur additional charges. Local government and road authority road closure permits, footpath work permits, site inductions, site-specific certificates, engineering certification, or other installation-related permits may be required and are not included in the quotation unless otherwise stated. Installation quotations allow for flat and level access without any obstructions to the sign location, normal working hours from 7:30 am-5:00 pm Monday to Friday, and continuity of work and installation.

The Customer is responsible for ensuring the site is fully prepared for installation on the agreed date, including but not limited to: clear and level access for vehicles and cranes; provision of a live, commissioned power source within 1 meter of the sign location; and completion of all required structural or civil works by others. In the event that JDS or its contractors arrive on-site and cannot commence or complete the installation due to site unreadiness, lack of access, or local obstructions not previously disclosed, JDS reserves the right to charge an Aborted Visit Fee of $1,500.00 (ex GST) plus any third-party equipment cancellation costs (e.g., crane or EWP hire, etc.)

CONTROL SOFTWARE

If required JDS will provide the customer with access to web-based control software to update the content as a free service, unless stated otherwise. This software may be provided in collaboration with third-party suppliers. JDS will at all times use all reasonable endeavours to ensure there is no interruption to this service and, in the event that this service is temporarily unavailable, to rectify any problems within our control as soon as possible. This service may be temporarily unavailable for maintenance, either by JDS or by a third-party supplier, or because of other causes beyond our control. Given this, JDS provides this service with due care and skill, but does not guarantee that it will be continuous or fault-free.

Where JDS provides access to web-based control software, such access is granted as a non-exclusive, non-transferable license for the duration of the agreed subscription term. JDS and its third-party providers retain all Intellectual Property rights, including copyright and proprietary code, and no ownership is transferred to the Customer. Access to the software is contingent upon the Customer remaining in good financial standing; JDS reserves the right to suspend software access and content delivery without notice if any subscription fees or hardware payments remain outstanding beyond the agreed payment terms.

CUSTOM SOFTWARE DEVELOPMENT & DEEMED ACCEPTANCE

For any custom software, application development, or bespoke integration works, JDS will deliver the works for Customer testing and review. The Customer shall have fourteen (14) business days from the date of delivery ("Testing Period") to notify JDS in writing of any material defects or failure to meet the agreed functional specifications. If no written notice is received within the Testing Period, the works shall be Deemed Accepted in full, at which point the balance of any project fees shall become immediately due and payable. Any requests for changes or additional features following Deemed Acceptance will be treated as a new Variation and billed at JDS’s standard hourly development rates.

Technical Limitations & Data Indemnity

JDS utilizes reasonable endeavors to ensure constant service availability, but the Customer acknowledges that digital signage performance is dependent on third-party infrastructure, including internet service providers (ISP) and the Customer’s internal network security. JDS shall not be liable for any display downtime, data loss, or corrupted content resulting from network outages, firewall restrictions, or ISP failures. The Customer further indemnifies JDS against any third-party legal claims, including copyright infringement or defamation, arising from the specific material, images, or data the Customer chooses to publish on the signage.

CONTENT ON YOUR DISPLAY

You are responsible for the material and content published on the digital sign(s). JDS do not monitor or exercise any control over what is displayed on the digital signage, and so JDS accepts no responsibility for the content displayed by you or others on these signs.

PROPOSALS

Unless otherwise specified, quotes are valid for 30 days if there has been no change to specifications. Quotations do not include anything that is not specified in writing.

GENERAL

(a) These Conditions of Sale can only be varied, modified, or rescinded by written agreement. Should there be any differences between these and the Customer's order and purchase conditions, then these Conditions of Sale prevail.

(b) JDS reserves the right to refuse at its absolute discretion any order bases on a quotation within seven (7) days after the order is received and at any time to refuse to accept or proceed with any order should the Customer's trade reference be unsatisfactory to JDS.

(c) General sales tax (GST), if and when applicable, is an extra charge for the Customer’s account. If not applicable, a Sales Tax Exemption Certificate must be signed by the purchaser and accompany the Purchaser's official order.

(d) The validity, construction, and performance of this contract shall be governed by and construed in accordance with Australian consumer laws.

SECURITY INTEREST (PPSA)

The Customer acknowledges that these Terms and Conditions constitute a Security Agreement for the purposes of the Personal Property Securities Act 2009 (Cth) ("PPSA"). The Customer grants JDS a Purchase Money Security Interest (PMSI) in all hardware and goods supplied (and their proceeds) to secure the purchase price until paid in full. The Customer consents to JDS registering its interest on the Personal Property Securities Register (PPSR) and waives its right to receive a verification statement under section 157 of the PPSA