CRS

Terms of Sale — Cloud Ready Solutions

Effective: 17 April 2026 Last updated: 17 April 2026

1. How these Terms apply

These Terms of Sale ("Terms") govern every sale of goods and services by Cloud Recovery Solutions Pty Ltd ABN 68 166 375 766, trading as Cloud Ready Solutions ("CRS", "we", "us") to a purchaser ("Buyer", "you").

A sale is formed when:

  • CRS issues a quote ("Quote") via the Partner Portal, Quote Viewer, or by email;
  • the Buyer accepts the Quote in writing, by clicking "Accept" in the Quote Viewer, or by issuing a purchase order ("PO") referencing the Quote; and
  • CRS issues an order confirmation.

Acceptance of a Quote constitutes acceptance of these Terms and of the terms of any Partner Agreement between CRS and the Buyer. If there is any inconsistency between a Quote, these Terms, and the Partner Agreement, the order of priority is: (1) express terms of the Quote, (2) Partner Agreement, (3) these Terms.

Any additional or inconsistent terms proposed by the Buyer (including in a purchase order) are rejected unless CRS expressly accepts them in writing.

2. Quote validity and pricing

  • Quotes are valid for 30 days from the date of issue unless expressly stated otherwise on the face of the Quote.
  • Prices are exclusive of GST unless stated, and quoted in Australian dollars (AUD) unless another currency is specified.
  • Where a Quote is denominated in a currency other than AUD, the Buyer bears foreign exchange risk between Quote date and payment date.
  • Prices are based on the Buyer's tier (e.g. Gold, Silver, Bronze) and any deal registration discount applied at the time of Quote. If the deal registration expires or is revoked before the Quote is accepted, CRS may withdraw or revise the Quote.
  • Vendor price increases, currency movements, and tariff changes after the Quote date entitle CRS to revise the Quote on notice before acceptance.
  • Typographical or calculation errors on a Quote are not binding; CRS may correct them before acceptance or, if discovered after acceptance, treat the order as an offer only and re-quote.

3. Purchase orders and order confirmation

The Buyer must issue a PO referencing the Quote number. CRS will confirm acceptance of the order in writing (including by automated email confirmation). The order is subject to vendor stock availability and export / sanctions checks. If CRS cannot fulfil an order, we will notify the Buyer and may offer a substitute or cancel the order at no cost.

4. Payment

  • Default terms for partners: Net thirty (30) days from the date of tax invoice, unless otherwise stated on the Quote or agreed in writing.
  • New partners (unapproved for credit) must pay in advance by bank transfer before CRS places the corresponding vendor PO.
  • Payment is made in immediately available funds to the bank account nominated on the tax invoice. The Buyer must not deduct any set-off, withholding, or bank charges.
  • If any amount is overdue, CRS may (without prejudice to other remedies):
    • charge interest at the Reserve Bank of Australia cash rate plus 4% per annum, accruing daily;
    • suspend deliveries and portal access;
    • revoke credit terms and require cash in advance; and
    • recover reasonable costs of collection (including legal costs).
  • Disputed invoices must be notified in writing within 7 days of receipt; undisputed portions remain payable on the due date.

5. Retention of title (ROT)

  • Legal and beneficial title in any goods supplied under a Quote does not pass to the Buyer until CRS has received payment in full for all amounts owing by the Buyer to CRS, whether or not related to the goods in question.
  • Risk in the goods passes to the Buyer on delivery (see clause 6).
  • Until title passes, the Buyer holds the goods as bailee for CRS, must store them separately and identifiably as CRS property, must not encumber them, and must keep them insured for their full replacement value.
  • The Buyer may resell goods in the ordinary course of its business, provided that it holds the proceeds on trust for CRS to the extent of unpaid amounts.
  • The Buyer grants CRS a purchase money security interest (as that term is defined in the Personal Property Securities Act 2009 (Cth) or the Personal Property Securities Act 1999 (NZ)) in the goods and their proceeds, and authorises CRS to register its interest on the relevant PPS Register. The Buyer waives any right to receive a verification statement.
  • The Buyer must give CRS reasonable access to premises where unpaid goods are located to inspect, verify, or repossess them. The Buyer agrees to indemnify CRS for reasonable repossession costs if the Buyer is in material default.

6. Delivery, risk, and title

  • Unless the Quote states otherwise, delivery is on a Delivered at Place (DAP, Incoterms 2020) basis to the address specified on the Quote. For hardware sourced internationally (for example, StoneFly products), CRS arranges shipping to the Buyer's destination, but the Buyer is responsible for import duties, GST on importation, customs clearance, and any regulatory approvals in the destination country — this applies for all deliveries to New Zealand, Fiji, Papua New Guinea, and other Pacific destinations, and to Australian destinations where the Quote specifies that duty is not included.
  • Software and cloud subscriptions are delivered electronically; delivery is deemed to occur when licence keys, portal access, or subscription activation is provided to the Buyer.
  • Delivery dates are estimates only. CRS is not liable for any delay caused by vendors, freight carriers, customs, or any cause beyond CRS's reasonable control.
  • Risk of loss or damage passes to the Buyer on delivery. The Buyer must inspect goods on delivery and notify CRS of any shortage, damage, or non-conformity within 5 business days.
  • Title in goods passes only as set out in clause 5.

7. Vendor flow-through terms and EULAs

Goods and services supplied under these Terms are manufactured, published, or licensed by third-party vendors (the "Vendor"). By accepting a Quote, the Buyer agrees to:

  • be bound by the Vendor's end-user licence agreement (EULA) or terms of service applicable to the goods or services, including those of StoneFly, QSAN, Keepit, Nakivo, StarWind, Proxmox, Gladinet, UFSConnect, RackCorp, Wasabi, Cibecs, Replify, and any other Vendor identified on the Quote;
  • comply with any registration, activation, or maintenance obligations imposed by the Vendor; and
  • accept that the Vendor (not CRS) is the supplier of any cloud service, managed service, or support service provided directly by the Vendor.

Where the Buyer's access to goods or services is provided by or through the Vendor (rather than by CRS), the Buyer's rights and remedies are as set out in the Vendor's terms, subject to any non-excludable rights under applicable law and the limited warranty in clause 8.

8. Warranties and consumer guarantees

Warranties by CRS

CRS warrants that it has authority to sell the goods and services described in the Quote, and that it will supply them in accordance with the Quote.

Pass-through of Vendor warranties

All manufacturer and publisher warranties are passed through from the Vendor to the Buyer. CRS provides no additional warranty beyond the Vendor's published warranty. CRS will use reasonable endeavours to facilitate warranty claims made by the Buyer to the Vendor.

Non-excludable consumer guarantees

Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy the Buyer has under:

  • the Australian Consumer Law in Schedule 2 to the Competition and Consumer Act 2010 (Cth);
  • the Consumer Guarantees Act 1993 (NZ) or the Fair Trading Act 1986 (NZ); or
  • any other law where exclusion would be unlawful.

Limitation where permitted

For goods or services not of a kind ordinarily acquired for personal, domestic, or household use or consumption, CRS limits its liability (to the extent permitted by section 64A of the Australian Consumer Law, and equivalent provisions in NZ) to, at CRS's election:

  • (for goods) the replacement or repair of the goods, the supply of equivalent goods, or the payment of the cost of any of these; and
  • (for services) the re-supply of the services or the payment of the cost of having the services re-supplied.

Business-to-business contracting out (NZ)

Where the Buyer is acquiring goods or services in trade for business purposes in New Zealand, the parties agree that section 43(2) of the Consumer Guarantees Act 1993 applies and the provisions of that Act do not apply to the supply, to the fullest extent permitted by law.

9. Returns and RMA

  • No general right of return. Goods are supplied on a no-return, no-refund basis except where required by law or by the Vendor's warranty.
  • If the Buyer wishes to return goods that are defective or non-conforming, the Buyer must obtain a Return Merchandise Authorisation (RMA) from CRS within 5 business days of delivery. Returns without an RMA will not be accepted.
  • Goods returned must be in original packaging, complete, and unused.
  • Cloud subscriptions, software licences, and activated services are not refundable once activated, except to the extent of any Vendor refund policy or non-excludable statutory right.
  • Shipping and handling costs for returns are the Buyer's responsibility unless the goods are defective or non-conforming.

10. Cancellation

  • Orders accepted by CRS may only be cancelled by the Buyer with CRS's written consent.
  • Once CRS has placed a corresponding PO with the Vendor, the Buyer is liable for any non-cancellable costs (deposits, restocking fees, freight charges, customs fees, and any other costs incurred by CRS up to the point of cancellation), plus a reasonable administrative fee.
  • Custom-configured, built-to-order, or drop-shipped items are non-cancellable once the Vendor PO has been issued.

11. Deal registration

Where the Quote has been priced on the basis of a registered deal:

  • the pricing is valid only if the deal registration remains valid and exclusive as at the date of Quote acceptance;
  • the Buyer warrants that the end-user information submitted in the deal registration is accurate and that the Buyer is not circumventing another registered partner's deal;
  • if the Vendor subsequently withdraws or reassigns the deal registration, CRS may re-quote at the applicable non-deal-registered price and the Buyer may accept or cancel the Quote at no cost.

12. Intellectual property

CRS and the relevant Vendor retain all intellectual property rights in the goods, services, software, documentation, and any materials supplied under a Quote. Nothing in these Terms transfers any IP rights to the Buyer except the licences expressly granted by the Vendor's EULA.

The Buyer must not remove, alter, or obscure any trade mark, copyright, or other proprietary notice on any goods or documentation.

Indemnity

To the extent a Vendor provides CRS with an IP infringement indemnity covering the goods or services, CRS will use reasonable endeavours to pass the benefit of that indemnity through to the Buyer on the Vendor's terms. CRS does not provide any independent IP indemnity beyond what is passed through from the Vendor.

13. Confidentiality

Each party must keep confidential all non-public information disclosed to it by the other in connection with a Quote or order, including pricing, deal registration information, end-user details, and technical roadmaps, and must use that information only for the purposes of performing its obligations under these Terms. This clause continues for 5 years after the last order.

14. Privacy and data protection

Personal information disclosed by the Buyer to CRS (including end-user contact details provided for deal registration, quotes, or support) is handled in accordance with our Privacy Policy. The Buyer warrants that, where it provides personal information about third parties, it has a lawful basis to do so and has given any notices and obtained any consents required by applicable privacy law.

Where CRS handles personal information on behalf of the Buyer, the parties agree to comply with the Australian Privacy Act 1988 (Cth), the New Zealand Privacy Act 2020, and any other applicable privacy legislation.

15. Limitation of liability

Carve-outs

Nothing in this clause limits liability for:

  • non-excludable consumer guarantees (see clause 8);
  • fraud or fraudulent misrepresentation;
  • death or personal injury caused by negligence;
  • breach of confidentiality (clause 13);
  • payment of amounts properly due under an invoice;
  • a Vendor IP indemnity passed through under clause 12; or
  • any liability that cannot lawfully be limited.

Exclusions

Subject to the carve-outs above, to the maximum extent permitted by law, CRS is not liable to the Buyer (whether in contract, tort, equity, statute, or otherwise) for:

  • loss of profit, revenue, turnover, business, or goodwill;
  • loss of contract, opportunity, or anticipated savings;
  • loss or corruption of data;
  • loss arising from delay in delivery or a third-party act; or
  • any other indirect, special, consequential, exemplary, or punitive loss.

Cap

Subject to the carve-outs above, CRS's total aggregate liability for all claims arising out of or in connection with a Quote, order, or these Terms — however arising — is limited to the total amount paid by the Buyer to CRS under the Quote in the 12 months immediately preceding the event giving rise to the claim.

16. Insurance

CRS maintains reasonable public and product liability insurance. Details of cover may be provided on reasonable written request.

17. Sanctions, export controls, and anti-corruption

The Buyer warrants that:

  • it is not, and will not become during the term, subject to sanctions imposed by the UN, Australia (DFAT consolidated list), the European Union, the United Kingdom, or the United States;
  • it will not resell, export, re-export, or otherwise transfer any goods or services supplied to any sanctioned person or jurisdiction;
  • it will not use or supply any goods or services in a manner that infringes any Vendor export control or end-use restriction;
  • it will comply with the Criminal Code Act 1995 (Cth), the Foreign Corrupt Practices Act 1977 (USA), the Bribery Act 2010 (UK), and all other applicable anti-bribery and anti-corruption laws; and
  • it complies with the Modern Slavery Act 2018 (Cth) where applicable.

CRS may suspend or terminate any order without liability if CRS reasonably considers that continued performance would breach this clause.

18. Force majeure

Neither party is liable for delay or failure to perform (other than payment of amounts due) where caused by an event beyond that party's reasonable control, including acts of God, fire, flood, war, civil unrest, pandemic, government action, failure of internet or telecommunications infrastructure, failure of a Vendor, or labour dispute. The affected party must notify the other promptly and use reasonable endeavours to resume performance.

19. Dispute resolution

The parties will attempt in good faith to resolve any dispute by negotiation between senior representatives within 14 days of written notice. If unresolved, either party may refer the dispute to mediation at the Australian Disputes Centre (or equivalent) before commencing court proceedings. This clause does not prevent either party from seeking urgent injunctive relief.

20. Governing law and jurisdiction

These Terms and any dispute arising out of or in connection with them (including non-contractual disputes) are governed by the laws of New South Wales, Australia. The parties submit to the non-exclusive jurisdiction of the courts of New South Wales. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Nothing in this clause prevents a Buyer from bringing a claim in the jurisdiction of the Buyer's place of business where that right is conferred by non-excludable law.

21. General

  • Assignment — the Buyer may not assign, novate, or subcontract its rights or obligations without CRS's prior written consent. CRS may assign or novate to a successor in business.
  • Notices — notices must be in writing and delivered by hand, post, or email to the addresses on the Quote or last notified.
  • No partnership — nothing creates a partnership, joint venture, or agency between the parties.
  • Severability — if any provision is invalid, it is severed to the minimum extent and the remainder continues.
  • Variation — these Terms may be varied only in writing signed or electronically accepted by both parties.
  • Whole agreement — these Terms, the Quote, and any Partner Agreement constitute the whole agreement between the parties about the supply of goods and services in question.

22. Contact

Cloud Recovery Solutions Pty Ltd (trading as Cloud Ready Solutions) ABN 68 166 375 766 Suite 707, 35-45 Spring St, Bondi Junction NSW 2022, Australia Phone: 1800 752 706 Email: orders@cloudreadysolutions.com.au

Questions about this document? Email legal@cloudreadysolutions.com.au or call 1800 752 706.

Cloud Recovery Solutions Pty Ltd (ABN 68 166 375 766), trading as Cloud Ready Solutions. Suite 707, 35-45 Spring St, Bondi Junction NSW 2022, Australia.