TERMS & CONDITIONS OF SUPPLY
INNERTELLIGENCE (AUST) PTY LTD
TERMS & CONDITIONS OF SUPPLY
Version 2026.2
Effective Date: 25 Feb 2026
ABN 13 163 717 413
1. Application & Precedence
1.1 These Terms apply to all quotations, proposals, supply of goods, installation works, software licences, integrations, and services provided by Innertelligence (Aust) Pty Ltd (“Innertelligence”, “we”, “us”, “our”).
1.2 Acceptance of a quotation, payment of any invoice, instruction to proceed, or use of goods or services constitutes acceptance of these Terms.
1.3 The current version of these Terms is published at:
www.innertelligence.com.au
1.4 The version published on the website at the time goods or services are supplied (“Website Terms”) prevails over all printed, attached, emailed, or previously issued versions.
1.5 The Customer is responsible for reviewing the Website Terms prior to accepting services.
1.6 Innertelligence may amend these Terms at any time by publishing an updated version on the website. Updates take effect upon publication.
2. Definitions
Customer means the person or entity accepting a quotation.
System means all hardware, software, integrations, configuration and services supplied.
Software includes integration middleware, dashboards, APIs and related services.
Mobile Pass means Innertelligence’s mobile credential access system.
Site means the premises where installation occurs.
Default means failure to comply with payment or material contractual obligations.
Business Hours means 8:30am–5:00pm AEST/AEDT Monday to Friday excluding public holidays.
3. Quotations & Pricing
3.1 Quotations are valid for 30 days unless otherwise stated.
3.2 Prices exclude GST unless specified.
3.3 Variations requested after acceptance may incur additional charges.
3.4 Site conditions differing from those disclosed may result in revised pricing.
4. Payment, Commissioning & Activation
4.1 Payment terms are as stated in the quotation or invoice.
4.2 Interest may be charged on overdue amounts at 2% per month.
4.3 The Customer must pay recovery costs including legal costs on an indemnity basis.
4.4 Condition Precedent: Full payment of all amounts due is a condition precedent to activation of the System and Software.
4.5 Innertelligence may demonstrate the System operating substantially in accordance with the quotation prior to activation.
4.6 If any amount remains unpaid, Innertelligence may:
Suspend integrations
Disable Mobile Pass
Lock or restrict the System
Withhold activation
4.7 Innertelligence is not liable for operational disruption resulting from suspension due to Default.
5. Retention of Title & Fixtures
5.1 Ownership of equipment remains with Innertelligence until paid in full.
5.2 Certain installed components may become fixtures at law.
5.3 To the extent permitted by law, ownership remains with Innertelligence until payment is received in full.
5.4 The Customer grants Innertelligence a licence to enter the Site during reasonable hours upon reasonable notice to inspect, disable, or recover unpaid equipment where lawful.
5.5 The Customer warrants landlord and strata approvals have been obtained.
6. Installation & Regulatory Compliance
6.1 Installation will comply with applicable Australian Standards and legislation.
6.2 In New South Wales, works will be performed by appropriately licensed personnel in accordance with the Security Industry Act 1997 (NSW).
6.3 The Customer is responsible for:
Building approvals
Fire and egress compliance
Lease obligations
Electrical suitability
Network availability
6.4 Innertelligence does not certify building or fire compliance unless expressly agreed in writing.
7. Software Licence & Integrations
7.1 Software is licensed, not sold.
7.2 The licence is non-exclusive and non-transferable.
7.3 Integrations depend on third-party platforms and APIs.
7.4 Innertelligence is not liable for third-party outages, API changes, rate limits, or discontinuation.
7.5 Ongoing synchronisation fees apply as outlined in the quotation.
8. Mobile Pass & Internet Dependency
8.1 Mobile Pass requires stable internet connectivity and operational networking equipment at the Site.
8.2 Where a Site relies solely on Mobile Pass, loss of internet connectivity may result in temporary loss of access.
8.3 Innertelligence is not liable for disruptions caused by:
Internet service provider outages
Mobile carrier failures
Power outages affecting networking equipment
Cloud or third-party platform downtime
8.4 Mobile credentials must not be shared and may be revoked if compromised.
9. Security Advisory Disclaimer
9.1 Any security advice, recommendations, or opinions are general risk mitigation guidance only.
9.2 No security system guarantees prevention of theft, injury, unauthorised entry, or criminal activity.
9.3 Innertelligence does not provide certified risk assessments or regulatory compliance certification unless expressly agreed in writing.
9.4 The Customer retains ultimate responsibility for site safety, compliance, and operational risk.
10. Unmanned & 24/7 Sites
10.1 Where a Site operates without supervision, the Customer assumes operational risk.
10.2 Innertelligence does not provide monitoring or emergency response unless agreed in writing.
10.3 The Customer is responsible for:
Emergency procedures
Signage
CCTV where appropriate
Duress systems where appropriate
Compliance with WHS and regulatory obligations
11. Limitation of Liability
11.1 To the maximum extent permitted by law, liability is limited to repair, replacement, or re-supply.
11.2 Innertelligence is not liable for:
Loss of profit
Business interruption
Reputational damage
Member cancellations
Indirect or consequential loss
11.3 Aggregate liability is capped at the total amount paid in the twelve (12) months preceding the claim.
11.4 Nothing excludes rights under Australian Consumer Law.
12. Default, Suspension & Reconnection
12.1 Default occurs if payment is overdue or these Terms are breached.
12.2 For non-payment, Innertelligence may issue a written notice providing at least five (5) business days to remedy.
12.3 Upon Default, Innertelligence may suspend services, disable Mobile Pass, lock the System, or terminate licences.
12.4 A reconnection or reactivation fee may apply prior to reinstatement.
12.5 Reinstatement occurs only after:
All outstanding amounts are paid in cleared funds; and
Applicable reconnection fees are paid.
12.6 Where more than one Default occurs within twelve (12) months, Innertelligence may require prepayment, increased payment frequency, security deposit, or terminate services.
13. Assignment & Debt Recovery Rights
13.1 Innertelligence may assign, transfer, novate, or otherwise deal with any of its rights or obligations under these Terms, including the right to recover unpaid amounts.
13.2 The Customer irrevocably consents to such assignment and agrees no further consent is required.
13.3 Any assignee may exercise all recovery rights available under these Terms.
13.4 The Customer may not assign its rights without written consent from Innertelligence.
14. Intellectual Property, Confidentiality & Non-Circumvention
14.1 All intellectual property in system designs, integration workflows, and methodologies remains the property of Innertelligence.
14.2 The Customer must not disclose Innertelligence’s confidential design or methodology for replication or price matching.
14.3 The Customer must not use Innertelligence’s confidential information to procure a substantially similar system from another supplier.
14.4 A “substantially similar system” includes configurations materially replicating Innertelligence’s architecture, operational logic, or methodology, even with brand substitutions.
14.5 These obligations survive for twenty-four (24) months from quotation issue.
15. Privacy & Data
15.1 The Customer is responsible for lawful collection and use of personal data.
15.2 Innertelligence will handle data in accordance with applicable Australian privacy laws.
16. Force Majeure
Innertelligence is not liable for failure or delay caused by events beyond reasonable control.
17. Termination
17.1 Either party may terminate ongoing services by written notice, subject to minimum terms in any quotation.
17.2 Termination does not affect accrued rights or outstanding payments.
18. Governing Law
These Terms are governed by the laws of Victoria, Australia.
The parties submit to the non-exclusive jurisdiction of the courts of Victoria.
© Innertelligence (Aust) Pty Ltd 2026 – All Rights Reserved.