Snapshot 91857
Normalized text
Scripts and page chrome removed; this is what change detection compares.
TERMS & CONDITIONS OF SERVICE
Terms & Conditions of Services
1. DEFINITIONS
The following expressions used in these Terms and Conditions shall have the following meaning, unless the context clearly requires otherwise:
a) Claim means, in relation to a person, a claim, demand, remedy, suit, injury, damage, loss, cost, liability, action, proceeding, right of action, claim
for compensation or reimbursement or liability incurred by or to be made or recovered by or against the person, however arising and whether
ascertained or unascertained, or immediate, future, or contingent;
b) Contract means this legally binding agreement entered between you and TechConnect for the supply of Services comprising these Terms and
Conditions and a relevant Work Order from time to time;
c) Customer (you / your) means the person or entity to whom Services are supplied from time to time and the Customer’s servants and agents;
d) Debt means any and all moneys due and owing by you to TechConnect whether in relation to one or more Contracts and includes, without
limitation, any Overdue Amounts;
e) Fees means the fees payable by you to TechConnect for the Services provided pursuant to a Work Order;
f) Goods includes any (novel) software programs, source and object codes, specifications, designs, processes, techniques, concepts,
improvements, discoveries, ideas, inventions, and related documentation, made or arising in connection with the Services;
g) IP means all intellectual and industrial property rights (such as copyright and related Rights), all Rights in relation to inventions (including patents
and patent Rights), all registered and unregistered trademarks, all Rights relating to registered designs, and all other Rights resulting from
intellectual activity in the artistic, literary, or scientific fields excluding any moral attribution Rights;
h) Obligation means any express or implied legal, equitable, contractual, statutory, or other obligation, promise, agreement, covenant,
commitment, duty, undertaking or liability;
i) Offer means any verbal or written communication made by TechConnect (or any person on behalf of TechConnect) to you for the supply of
Services to you;
j) Overdue Amount means any amount of money that remains unpaid after TechConnect issues an invoice to you requiring payment for that
amount and the time permitted to pay that amount has lapsed;
k) Parties means you and TechConnect;
l) Personal Information has the definition attributed to it under Privacy Act 1988 (Cth);
m) Rights means any legal, equitable, contractual, statutory, or proprietary right, chose in action, power, authority, benefit, privilege, remedy, or
discretion;
n) Services means any service that TechConnect may provide from time to time;
o) TechConnect means TechConnect IT Solutions Pty Ltd ACN 152 230 745 and its servants and agents;
p) Terms and Conditions means the Terms and Conditions set out in this document; and
q) Work Order means any customer agreement or written communication made by you (or any person on your behalf) to TechConnect requesting
TechConnect supply Goods or Services to you in the approved form supplied by TechConnect.
2. GENERAL
When you enter into a Contract with TechConnect you agree that:
a) you have read and understood these Terms and Conditions and you agree to be bound by them;
b) these Terms and Conditions apply to every transaction for the supply of Goods or Services;
c) any variation to a Contract or these Terms and Conditions must be made with the consent of both Parties and must be in writing and signed by
both parties;
d) each party will be and act as an independent contractor and not as an agent or partner of, or joint venturer with, the other party for any purpose
related to the Contract or the transactions contemplated by any Contract, and you do not have any Rights, power, or authority to act or create
any Obligation, express or implied, on behalf of TechConnect;
e) that during the rendering of Services and for a period of 1 year after the completion of the Services, you will not solicit/offer employment, in any
way, to any TechConnect employee or consultant deployed by TechConnect who renders any of the Services. In the event you are in breach
of this provision, TechConnect will be entitled to recover from you, liquidated damages equal to the greater of:
(i) the gross revenue generated by such employee or consultant for the 12-month period immediately preceding the breach; or
© TechConnect IT Solutions Pty Ltd – Commercial in Confidence
25/247 Bayview Street, Hollywell, QLD 4216
ABN: 94 152 230 745 | (07) 5510 9349 | info@techconnect.com.au | techconnect.com.au
TERMS & CONDITIONS OF SERVICE
(ii) the employee’s or consultant’s gross income paid by TechConnect in the same 12-month period.
f) TechConnect may subcontract any and all of its Rights and Obligations under any Contract.
3. WORK ORDERS
a) If you wish to request TechConnect to supply Services to you, you must deliver a Work Order to TechConnect by email, text message, post,
or hand-delivery.
b) A Work Order must not contain, or incorporate by reference, any other document, terms, or conditions.
c) TechConnect will endeavour to inform you whether TechConnect accepts or does not accept a Work Order within seven (7) days after that
Work Order is received by us.
d) TechConnect may accept a Work Order by:
(i) delivering written notice to you;
(ii) verbally communicating its acceptance to you or your personnel; or
(iii) commencing supply of the Services requested by a Work Order.
4. OFFERS TO SUPPLY
a) In the absence of a Work Order being delivered to TechConnect by you, an Offer may be made from TechConnect to you.
b) An Offer will lapse if, thirty (30) days after the Offer has been delivered to you, the Offer has not been accepted by you.
c) You must endeavour to inform TechConnect whether you accept or do not accept an Offer within seven days of the date that Offer is delivered
to you.
d) You may accept an Offer by:
(i) written notice to TechConnect;
(ii) verbally communicating your acceptance to TechConnect personnel; or
(iii) allowing (through act or omission) TechConnect to provide Services to you.
5. ENTIRE AGREEMENT
No other terms or conditions apply to the Contract between the Parties, these Terms and Conditions and the details that have provision made for
insertion in TechConnect approved Work Order are the only terms that apply to the Contract.
You fully indemnify and hold TechConnect harmless from any Claim based on terms and conditions outside of these Terms and Conditions.
6. RATES
a) If you deliver a Work Order to us, our rates for Services provided pursuant to that Work Order will be as expressly stated in that Work Order
(or any response we issue to you) and you acknowledge the provisions and expectations listed for the potential for any Services to be required
outside of the scope contained in the Work Order.
b) If TechConnect foresees that the time schedules or budget estimate(s) included in the Work Order will be exceeded, it will inform you in writing
as soon as reasonably practicable.
7. PPSA
You acknowledge and agree that pursuant to the Contract and for the purposes of the Personal Properties Securities Act (PPSA) TechConnect:
(i) retains ownership of the Goods and IP provided as part of (or developed out of) the Services at all times and you are a mere bailee in
possession by virtue of it being on your site to conduct the Services;
(ii) maintains a security interest in all of your assets as well as any work product created that has derived from the Services TechConnect
provided;
(iii) is entitled in its sole discretion to take such steps as it considers necessary or required to register its security interest on the PPSA register
including providing information about you as the grantor of the security interest; and
You grant TechConnect the right to lodge any of (or all of), a:
(i) general security interest over your all present and after acquired assets;
(ii) a Purchase Money Security Interest (PMSI) over any Goods, IP or other work product created as part of the Services or ancillary to the
Contract; and/or
© TechConnect IT Solutions Pty Ltd – Commercial in Confidence
25/247 Bayview Street, Hollywell, QLD 4216
ABN: 94 152 230 745 | (07) 5510 9349 | info@techconnect.com.au | techconnect.com.au
TERMS & CONDITIONS OF SERVICE
(iii) a specific security interest over any account that you will be receiving money from a party in which TechConnect’s provision of the Goods
or Services forms part of the works that you are contracted to do.
8. INSURANCE
You must maintain Public Liability insurance to a minimum of $20 million for each instance that covers TechConnect and its servants, agents, and
employees in the event they are required to attend any site or premises occupied (or controlled) by you.
9. NO REPRESENTATIONS
No employee, agent, representative or affiliate of TechConnect has authority to bind TechConnect to any oral representations or warranty concerning
the Goods. Any written representation or warranty not expressly contained in these Terms and Conditions is unenforceable.
10. CUSTOMER’S DUTIES AND RESPONSIBILITIES
a) You are required to make available in a timely manner, at your own cost, all technical data, computer facilities, programs, files, documentation,
test data, sample output, or other information and resources required by TechConnect for the performance of the Services. You are
responsible for and assumes the risk of any problems resulting from the content, accuracy, completeness, andconsistency of all such data,
materials, and information supplied to TechConnect.
b) You are required to provide, at your own costs, office space, services, and equipment (such as copiers, fax machines and modems) as
TechConnect reasonably requires, to perform its Services. You agree that certain Services to be performed by TechConnect may be provided
via remote access, requiring the establishment of a secure link via the internet, and you agree that you will assist TechConnect in establishing
such a remote connection.
11. FEES AND PAYMENTS
a) You must pay TechConnect the amount stated in any invoice issued by TechConnect.
b) You must pay TechConnect within fourteen (14) days of the date of the applicable invoice.
c) If you fail to pay an invoice in accordance with paragraph (a) and (b), the unpaid portion of that invoice becomes and Overdue Amount.
d) You do not have any right to set-off an amount against a Debt or Overdue Amount and any Claim you believe that you have against
TechConnect for monetary remuneration shall be made separately to your Obligations to make payment of a Debt under this Contract.
e) TechConnect may charge interest at a rate of four (4) % per month on any Overdue Amount until the Overdue Amount is paid.
f) Unless otherwise agreed in the Work Order, you are required to reimburse all reasonable travel and other related expenses incurred by
TechConnect in performance of the Services.
g) All charges and fees pursuant to any Work Order are exclusive of and do not include any taxes, duties, or similar charges imposed by any
government. You agree to pay or reimburse TechConnect for all federal, state, dominion, provincial, or local sales, use, ad valorem,personal
property, excise or other taxes, fees, or duties arising out of any Contract, or the transactions contemplated by any Contract.
12. PRIVACY
Except as permitted under these Terms and Conditions, TechConnect will not, without your consent, use your Personal Information in a way that
breaches the Privacy Act 1988 (Cth).
13. DISPUTE RESOLUTION
If you consider there is a genuine dispute between the Parties regarding any aspect of a Contract or its performance, then before seeking arbitration or
commencing other legal proceedings you must give TechConnect notice in writing setting out full details of the dispute (Dispute Notice) and the Parties
agree to take the following steps to resolve the dispute:
a) for a period of 14 days after a Dispute Notice is given (or a longer period if the Parties agree in writing), the Parties will engage in negotiations
and discussions in order to seek to resolve the dispute;
b) the Parties must participate in the negotiations and discussions and use all reasonable endeavours to resolve the dispute. The Parties may
also appoint third party consultants to assist in the resolution of the dispute;
c) if the Parties cannot resolve the dispute within the period stated in paragraph (a), the dispute may be referred to –
(i) mediation provided that both parties agree to refer the matter to mediation and agree to the appointment of a particular mediator; or
(ii) a court of competent jurisdiction or an adjudicator with jurisdiction to determine the dispute, such referral being made by either of the
Parties.
© TechConnect IT Solutions Pty Ltd – Commercial in Confidence
25/247 Bayview Street, Hollywell, QLD 4216
ABN: 94 152 230 745 | (07) 5510 9349 | info@techconnect.com.au | techconnect.com.au
TERMS & CONDITIONS OF SERVICE
14. ILLEGALITY AND SEVERABILITY
So far as possible a Contract will be construed so as not to be invalid, illegal, or unenforceable but if any provision on a proper construction is illegal,
invalid, or unenforceable:
a) that provision will be read down to the extent necessary to ensure that it is not illegal, invalid, or unenforceable and in such manner asmay
be reasonable in all the circumstances so as to give it a valid operation of a partial character; or
b) if the provision or part of it cannot be read down in a manner that will give it a valid operation, then the provision or relevant part will be
deemed to be void and severable and the remaining provisions of this document will not in any way be affected or impaired.
15. JURISDICTION
You agree that the laws of Queensland, Australia apply to a Contract regardless of your business, residential location, the location nominated for delivery
of any Goods, the address for supply of Services or any other factor.
16. RIGHTS
a) All Rights in the Goods will solely and exclusively remain the property of TechConnect. You shall not sell, transfer, publish, display, disclose,
or otherwise make these Rights available to any third party without the prior written consent of TechConnect.
b) Upon completion of the Services under the applicable Work Order and full payment to TechConnect of all fees due for the respective
Services under the applicable Work Order, you shall be granted a non-exclusive, non-transferable license to use the Goods for internal
purposes only.
17. GUIDING PRINCIPLES ON BUSINESS AND HUMAN RIGHTS
All parties must comply with UN Guiding principles and Human rights as well as all modern slavery laws and regulations relevant to their jurisdiction
(including local, domestic or international laws regarding labour, health, safety and the environment) and including, but not limited to the Modern Slavery
Act 2018 (Cth) (Australia). A copy of TechConnect’s policies in this regard are available on request.
18. SUPPORT
On-going support and maintenance for any of the Goods/Services supplied by TechConnect is not covered by any support agreement. In the event that
you wish to obtain support for any of the Goods/Services, you must issue a separate Work Order in accordance with these Terms and Conditions.
19. LIMITATION OF LIABILITY
a) If you have a genuine grievance with any Service, you must notify TechConnect in writing within three days after that Service is supplied.
TechConnect will then consider the merits of your claim and at its sole discretion:
(i) re-supply the Service;
(ii) provide a partial refund for that Service; and/or
(iii) decline to provide any remedy contained in this clause.
b) TechConnect expressly disclaims, to the fullest extent permitted by law, all express, implied, and statutory warranties.
c) Where any statutory warranties may not be excluded, TechConnect’ liability is limited to an amount equal to the cost of replacement of the
Service.
d) TechConnect will not be liable for any damage, loss, expense, charge, or cost incurred by you as a consequence of:
(i) any delay by TechConnect to supply Services to you, whether caused by breakdown, accident, collision, termination of Services by you,
termination of Services by TechConnect or otherwise;
(ii) termination of Services by you;
(iii) termination of Services by TechConnect;
(iv) any injury or death to a person; and/or
(v) any damage to property, whether caused directly or indirectly by or any employee, agent, or other person on behalf of TechConnect.
e) You must fully indemnify TechConnect against any Claim that becomes due and payable by TechConnect under a contract or as a result of
entering into a contract and arises from or in connection with:
(i) any injury or death to a person; and/or
(ii) any damage to or theft of goods or property.
© TechConnect IT Solutions Pty Ltd – Commercial in Confidence
25/247 Bayview Street, Hollywell, QLD 4216
ABN: 94 152 230 745 | (07) 5510 9349 | info@techconnect.com.au | techconnect.com.au
TERMS & CONDITIONS OF SERVICE
20. TERMINATION
Termination by TechConnect
a) TechConnect may terminate a Contract immediately upon notice to you in any form at any time and for any reason.
b) TechConnect’s only liability to you upon termination of the Contract is limited to refunding payments made in advance for Ser vices not yet
provided less the Debt owing to TechConnect.
Termination by you
a) You may terminate a Contract by providing thirty (30) days written notice to TechConnect sent by express post to TechConnect at
Runaway Bay Marina Runaway Bay Marina, 25/247 Bayview Street, Hollywell QLD 4216, or else email info@tech-connect.com.au.
b) Upon your termination of a Contract, you will still be liable to pay TechConnect any Debt, Overdue Amounts and any amount that would
have been payable under a Work Order had you not terminated the Contract.
Termination by Default
TechConnect may terminate the Contract in whole or in part, with immediate effect, by notice sent by registered mail, in the event and at the time
if you:
a) have been presented a petition of bankruptcy or are declared bankrupt;
b) become an externally administrated body corporate under the Corporations Act;
c) fail carry out any of your Obligations in accordance with these Terms and Conditions and persist in not carrying out your Obligations for
thirty (30) days after a written notice of default is issued to you requiring rectification;
Effect of Termination
Your Rights and Obligations which in their nature are intended to continue even after termination or dissolution of the respective Contract shall
continue to exist after termination or dissolution of the respective Contract, including amongst others, the provisions with respect to payment of
fees, the Rights, limitation of liability, confidentiality, governing law, and competent courts.
21. CONFIDENTIALITY
a) The parties will receive and hold in complete confidence all information which they may obtain directly or indirectly pursuant to any Contract
or the execution thereof including the contents and substance of the respective Contract itself (the Confidential Information). The parties
will take such steps as may be reasonably necessary to prevent disclosure of the Confidential Information to others.
b) The parties will not use any of the Confidential Information, except as necessary for the proper execution of the respective Contract, it
being further understood that the Confidential Information may be communicated in confidence within the receiving party's organisation,
but only to those persons having a need to know such information for the proper execution of the respective Contract. The parties warrant
that the above-mentioned persons within their respective organisations will be bound by the same confidentiality obligations that the
parties have agreed upon in the respective Contract. The parties further warrant that the Confidential Information shall be kept in secure
places, under access and use restrictions not less strict than used by the parties itself to protect their own business secrets.
c) The parties agree to return all tangible Confidential Information that has been received from the other Party under any Contract including
all copies made thereof, promptly upon request by the disclosing party.
d) The obligations imposed by this clause 20 shall continue in effect for the term of five (5) years from the date of the last disclosure of any
Confidential Information.
© TechConnect IT Solutions Pty Ltd – Commercial in Confidence
25/247 Bayview Street, Hollywell, QLD 4216
ABN: 94 152 230 745 | (07) 5510 9349 | info@techconnect.com.au | techconnect.com.au