Terms and conditions

1. General

These Terms, and any written quotation accepted by the Customer, form the entire agreement. No other representations or terms (including those implied by prior dealings, custom, or verbal agreement) shall apply unless expressly stated in writing by an authorised officer of Innertelligence.

2. Payment Terms

All invoices are payable strictly within 7 days of issue unless otherwise agreed in writing. A late payment fee of 2% per month, or part thereof, will apply to any overdue balances. This fee is compounding, calculated on the total outstanding amount until full payment is received. Costs incurred in recovering overdue amounts, including legal or debt collection fees, are recoverable.

If the Customer disputes any portion of an invoice, written notice must be provided within 7 days of the invoice date. Undisputed amounts remain payable by the due date.

3. Quotations and Pricing

Quotes are valid for 30 days. Prices exclude GST unless otherwise stated and may change due to supplier, freight or currency shifts. Once accepted, prices are fixed unless legal, tax or uncontrollable cost changes occur.

4. Delivery and Supply

Delivery times are estimates only. Risk passes to the Customer upon dispatch or collection availability. Innertelligence is not liable for any loss arising from delays.

5. Property in Goods

Title remains with Innertelligence until full payment is received. The Customer must store unpaid goods separately. Innertelligence reserves the right to recover unpaid goods.

6. Personal Property Securities Act (PPSA)

The Customer grants a security interest over goods supplied under these terms. The Customer must assist in PPSR registration and enforcement.

7. Force Majeure

Neither party is liable for delays due to events beyond control (e.g., natural disasters, government action). Either party may terminate affected orders after 30 days. No refund for goods already supplied.

8. Returns, Cancellations and Claims

Returns require prior approval. Claims for incorrect or faulty goods must be made within 7 business days. A 10% restocking fee applies to cancelled orders, reflecting processing and handling costs.

9. Credit and Privacy

The Customer consents to credit checks and handling of personal data in accordance with the Privacy Act 1988.

10. Intellectual Property

All IP provided by Innertelligence remains its property. No IP licence is granted unless stated in writing.

The Customer is granted a non-exclusive, non-transferable licence to use Innertelligence’s software systems (including mobile access tools and dashboards) solely for managing access to their nominated facilities.

11. Warranty

Innertelligence provides a 12-month warranty on new hardware, valid from the earlier of (a) completion of installation or (b) 8 weeks after order acceptance, regardless of whether installation has occurred. The warranty covers defects in materials or workmanship under normal use.

11.1. The warranty is void in any of the following circumstances:

• The system is modified, serviced, or reconfigured by any person or party not authorised by Innertelligence;
• Physical damage occurs due to misuse, vandalism, environmental exposure, or electrical faults;
• Software, firmware, or credential systems are accessed, altered, or used in ways not authorised or documented by Innertelligence;
• The system is integrated with third-party software, hardware, or networks without prior written approval;
• Installation is affected by unsuitable site conditions, including poor cabling, unstable power supply, or environmental factors beyond specification;
• Unauthorised access tools or management interfaces are used; or
• The Customer fails to implement essential maintenance measures or recommendations provided by Innertelligence.

12. Limitation of Liability

Innertelligence excludes liability for indirect, consequential or special losses. Claims are limited to the amount paid. Support is offered during business hours only unless covered by a formal SLA.

Mobile Pass and related software depend on third-party platforms. No compensation is due for outages unless specified in a Service Level Agreement.

13. Variations and Termination

Terms may be varied only by written agreement. Either party may terminate for breach (14 days’ notice) or for convenience (30 days’ notice).

14. Governing Law

These Terms are governed by the laws of Victoria, Australia. Parties submit to that jurisdiction.

15. Indemnity

The Customer indemnifies Innertelligence from all loss or damage arising from misuse, unauthorised changes, or system interference by unauthorised persons.

15.2 Installed Equipment and Ownership
Where goods supplied by Innertelligence are installed in a way that causes them to become fixtures under NSW law or similar applicable state laws, title to such goods does not pass to the Customer unless and until full payment is received. In cases of non-payment, Innertelligence reserves the right to claim the value of the unpaid goods as a debt, and the Customer agrees to compensate Innertelligence for any loss, cost, or expense associated with the inability to recover installed goods, including installation labour, programming, software licensing, and disconnection costs.

16. Acceptable Use and Security

The Customer must ensure users do not share mobile credentials, tokens or temporary access links in a way that undermines system security. Innertelligence may suspend or restrict access where misuse is detected.

Acceptance of any quotation provided by Innertelligence, whether by signature, email confirmation, or payment (in part or full), constitutes acceptance of these Terms and Conditions. This clause is subject to applicable state laws regarding fixtures. Where goods have become affixed to real property, Innertelligence may pursue recovery of their value as a liquidated debt rather than physical repossessi