Tecsec Security Solutions

Terms & Conditions of Service

646 Murray Street

West Perth WA 6005

Ph: 1300 881 261

Fx: (08) 9481 5861

Effective 1st January 2014

Introduction

At Tecsec (Tecsec) we strive for professional client relationships. To assist with this it is important for Tecsec to outline the terms & conditions that Tecsec engages and services its clients on.

With both parties understanding these terms & conditions possible misunderstandings and confusion should be avoided as the services provided by Tecsec are performed under these terms and conditions.

Tecsec reserves the right to review these terms & conditions from time to time. Clients can review the terms & conditions at any time as they are available publicly on our website is www.Tecsec.com.au

1. Definitions

1.1. "Agreement" means the Terms and Conditions set out herein.
1.2. "Client or Customer" means the person or company placing an order or requesting a quote 1.3. “Tecsec” or "Supplier" means Tecsec

2. Payment Terms

2.1. All repairs and supplies are C.O.D. and payment is due on delivery, pickup or installation of the goods unless otherwise arranged or client has an approved 30 day account application and is within credit terms; 2.2 For any orders under $5000 excluding any applicable taxes the client shall pay a deposit of 25% of the entire value of the order upon placement of an order. Upon physical delivery of goods to the address specified by the client or purchase order, the Client shall pay to the Supplier the remaining 75% of the entire value of the order.

2.3. For orders above $5,000 excluding any applicable taxes the client shall pay a deposit of 40% of the entire value of the order upon placement of a Purchase Order. This payment will be due immediately. The Supplier will not accept any responsibility for delays caused by non-payment of the aforementioned deposit. A further 40% of the entire value of the order is due and payable prior to the physical delivery of the goods to the address specified in the purchase order. The remaining balance of 20% will be due upon completion of the installation and be due as per the agreed credit terms or in the absence of agreed terms, pursuant to clause 2.4. Notwithstanding the above, the Supplier may at its sole discretion request full payment upfront where the purchase comprises of a software value greater than 70% of the entire order or for clients who do not have a proven trading history with the Supplier or cancel an existing credit facility where the client has failed to meet its obligations in the past.
2.4. Where an invoice remains unpaid past its due date, the Supplier reserves the right to charge the client interest on overdue amounts at a rate of 15% per year or the published cash rate published by the Reserve Bank of Australia plus 7% whichever is the higher. In addition the supplier reserves the right to charge a monthly account administration fee of $15.00 per month for monies owing greater than 90 days from invoice date.

3. Expenses

3.1. The Client shall be responsible for and pay to the Supplier in a timely fashion pursuant with clause 2.1, any and all expenses incurred due to the enforcement of the Suppliers rights as per the Terms and Conditions contained herein.
3.2. These charges may include but are not limited to fees payable to collection agencies incurred as a result of a default on behalf of the Client pursuant to clause 2.1 and any fees whatsoever payable to solicitors or other parties as a result of the breach.

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4. Risk and Title

4.1. All risk of loss or damage to Goods will pass to the Client upon delivery of the Goods to the Client or an authorised representative or agent of the Client.
4.2. Notwithstanding the risk passed onto the client upon delivery as per clause 4.1, title to all Goods delivered remain with the Supplier until all monies owing on the goods is paid in full.

4.3. Until all invoices relating to the goods are paid in full the Client must;
4.3.1. hold goods as bailee for the Supplier;
4.3.2. agree to hold goods in such a way that they are easily identifiable as property of the Supplier.
4.3.3. not sell or offer for sale the Goods;
4.3.4. grant the Supplier the right to and expressly authorise them to enter the premises at any reasonable time without liability of trespass or other damages incurred as part of the action, to repossess the goods should the Client be in default by breaching payment terms pursuant to clause 4.1.
4.3.5. agree to pay all costs associated with the repossession of goods should this occur pursuant to clause 4.3.4 including but not limited to any transport costs and restocking fees as per clause 12.4

5. Delivery

5.1. Delivery of Goods will be made to the address listed on the purchase order unless otherwise stated in writing. If an address is not printed on the purchase order, delivery of Goods will be made to the address listed on the accepted quotation.
5.2. The Supplier shall make all reasonable attempts to meet the scheduled delivery date(s) set out in the quote however will not be held liable for failure to meet these dates.

5.3. If the Supplier is unable to complete the delivery within the agreed time schedule due to a fault on the Client’s behalf, the Client will be liable for all charges and costs incurred including but not limited to warehousing, transportation and redelivery costs.
5.4. Unless otherwise stipulated in writing, the Client is responsible for all delivery and freight charges.

6. Storage

6.1. Where the Supplier is requested or required to store goods in their warehouse for periods of greater than thirty (30) days the Supplier reserves the right to invoice the Client upfront for all costs already incurred by the Supplier and the Client must agree to pay such invoices as per the appropriate terms pursuant to clause 2.1.

6.2. Where the Supplier warehouses or stores Goods on behalf of the Client due to a delay on behalf of the Client or on the request of the Client, the Client must agree to pay a warehousing fee of 5% of the total quoted value of all goods in storage per quarter or part thereof. These charges will be invoiced quarterly in advance.

7. Proposal’s / Quotes

7.1. Unless otherwise stated, all proposal’s / quotes are valid for a period of 30 days from the date of issue.

8. Prices

8.1. All prices quoted within contract documentation and quotations are in Australian dollars.
8.2. Pricing for Goods are based on quoted prices from a third party supplier and as such variations can occur. Where a price increase has occurred between initial quote and purchase order the Client will be advised of such a price rise and be given the option to either accept the variations in writing and proceed or cancel the order without further costs other than those already incurred.
8.3. Unless otherwise stated all prices exclude all duties and taxes including GST payable in respect to the Goods. The Client agrees to pay all such duties and taxes and to reimburse the Supplier for payment of same.

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9. Warranties and Repairs

9.1. Our goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and for compensation for any other reasonably foreseeable loss or damage. You 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.

9.2. All service, repairs and supplies are C.O.D. unless otherwise arranged or the client has an approved 30 day account application and is within credit terms.
9.3. Tecsec 30 Day Labour Warranty applies from the date the repaired unit is repaired. Part Warranty is as per the Manufacturer’s Warranty and would apply from date of listing by Tecsec.

9.3.1 Definition of Repair – only the repairs specified on the front of the invoice is warranted. A repair does not in any way guarantee the performance of the repaired machine in total.
9.3.1.2 Definition of Service- Service is a general clean, lubrication and adjustment. A service does not in any way warrant the machine against future or immediate parts breakdown. Further charges for parts & labour will be incurred in such a situation.

9.4. It is the customer’s responsibility and cost to transport the unit to Tecsec for repair/service and for return transportation. This applies even to units under warranty.
9.5. Tecsec is under no obligation to provide a relief unit in any circumstances what so ever. Relief units may be loaned or hired if available.

9.6. Repaired units not picked up within 3 months of completed repair will be sold to recover repair cost. 9.7. Any Loan/Hire machines lost or damaged will be the customers’ liability.
9.8. All goods left for repair are at owner’s risk and should be insured by the owner against fire, theft and malicious damage whilst in the care of Tecsec.

9.9. The customer is responsible for the security and backup of all their software and data prior to repair, including any licenses or security codes. Whilst all due care and diligence is taken during the service or repair of equipment, Tecsec will not be held responsible for any loss of Software or Data stored on the equipment.

10. Severability and Waiver

10.1. The individual provisions and conditions of this agreement are enforceable independently of all other provisions and conditions and if, at any stage, any part(s) or provision(s) of this agreement is deemed invalid, unlawful or unenforceable such provision(s) shall be severed and the validity of the remaining provisions and conditions shall continue.

10.2. No forbearance, delay or indulgence by either party in enforcing the provisions of this Contract shall prejudice or restrict the rights of that party, nor shall any waiver of those rights operate as a waiver of any subsequent breach.

11. Force Majeure

11.1. The Supplier shall not be liable for any failure to perform its obligations in the provision of Goods for any cause beyond its reasonable control including but not limited to acts of God, natural disasters, and defaults by subcontractors, acts of war, riots and strikes.

12. Returns

12.1. The Client shall not be entitled to return Goods for credit without prior written approval from the Supplier.
12.2. Where there Client has returned goods that are not in an ‘as new’ or saleable condition, the Client will be held liable for all costs required to return the goods to a saleable condition or the shortfall in the sale price that the Goods are able to be sold for.

12.3. The Client will be responsible for all transport costs to return the Goods to the closest Supplier office.
12.4. Where the Goods provided were as per a purchase order by the Client and the Supplier has not misrepresented the function of the goods a restocking fee of up to 15% of the total order value may be charged.

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13. Service Charges & Terms –

If you wish to confirm rates and travel charges for your products and services, please contact us on 1300 881 261

13.1 The Client recognises that support issues are not always easy to resolve. It may be necessary to investigate or attempt more than one resolution, especially if the issue is caused by a software or hardware issue. Under certain circumstances it may not be possible to resolve a specific issue totally. Wherever possible, Tecsec will suggest alternative approaches to work around problems that arise that cannot be fully resolved. Provided Tecsec acted in a reasonable manner, time spent in these circumstances is chargeable by Tecsec.

13.2 Tecsec service rates vary slightly depending on the product and service being provided. 13.3 Tecsec provides its services on a time & materials basis at the current applicable rate.

13.4 Services provided outside of business hours (Monday to Friday 8.30am – 5pm) are charged at 2* times (double) the applicable rate.

13.5 Tecsec reserves the right to review and change its rates. 13.6 Tecsec classifies its support into 5 separate categories:

13.6.1 Telephone & Email
13.6.2 Remote Access
13.6.3 in Workshop Support
13.6.4 Onsite Support
13.6.5 After Hours Remote and Onsite 24/7 Support

Telephone & Email Support

13.6.1. Dependant on the product being supported, the option of a support contract may be provided. Where a support contract is in place, our client is entitled to Telephone & Email Support at no charge, subject to your products Software Support Agreement. Please review this document to understand exactly what services are covered under your Support Contract.

13.6.1.1 Where there is no Support Contract for a product or service, Telephone & Email support will be charged on a time and materials basis at the current applicable rate in 15 minute increments with a minimum 30 min charge.

Remote Access Support

Note: This service is subject to a suitable ADSL connection being installed at the customer’s premises. Teamviewer remote access software has been installed on the customer’s hardware; upgrading this software or changing the password may prevent remote support working.

13.6.2 Dependant on the product being supported, the option of a support contract may be provided. Where a support contract is in place, our client is entitled to Remote at no charge, subject to your products Software Support Agreement. Please review this document to understand exactly what services are covered under your Support Contract.

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13.6.2.1 Where there is no Support Contract for a product or service, Remote support will be charged on a time and materials basis at the current applicable rate in 15 minute increments with a minimum 30 min charge.

Workshop Support

13.6.3 In Workshop Support is where Tecsec provides support services from within its Office. This may relate to hardware servicing, Investigation Work, Report Writing, Training, and other services.

13.6.3.1 In Workshop Support is charged in 15 minute increments at the current applicable rate with a minimum 1 hour charge.

Onsite Support

13.6.4 Where onsite support is provided within the metropolitan area, Tecsec will charge a call out fee.

13.6.4.1 Where onsite support is provided outside of the metropolitan area, Tecsec will charge an hourly rate for travel.

13.6.4.2 In addition to the call out fee or the travel charge (if applicable), onsite support is charged at the applicable rate in 15 minute increments with a minimum 30 min charge.

To confirm current service rates and call out charges please contact us on (08) 9321 8902.

After Hours Phone, Remote and Onsite 24/7 Support

To confirm current service rates and call out charges please contact us on (08) 9321 8902

Phone & Remote.

Note: This service is subject to a suitable ADSL connection being installed at the customer’s premises. Teamviewer remote access software has been installed on the customer’s hardware; upgrading this software or changing the password may prevent remote support working.

13.6.5 Where a client has a Support Contract in place all support telephone and remote log in calls will be at no charge, subject to your products Software Support Agreement.

13.6.5.1 Where there is no Support Contract in place all phone and remote support will be charged on a time and materials basis at double the current standard rate in 15 minute increments with a minimum 1 hour charge.

Onsite

13.6.5.2 Where all onsite after hours support is provided within the metropolitan area, Tecsec will charge a call out fee at double the standard rate.

13.6.6.3 Where all onsite after hours support is provided outside of the metropolitan area, Tecsec will charge an hourly travel rate at double the standard rate.

13.6.6.4 In addition to the call out or travel charge (if applicable), all after hours onsite support will be charged at double the standard rate in 15 minute increments with a minimum 1 hour charge.

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To confirm current service rates and call out charges please contact us on 1300 881 261.

14. Loan Equipment

All loan equipment will be provided at the discretion of Tecsec and will be supplied on an
“as need and availability situation”. All loan equipment will remain the property of Tecsec and must be returned upon immediate request. Tecsec reserves the right to charge a fee for all loan equipment. Any consumables required for the loan equipment will be billed at normal commercial rates. Any loan equipment returned in a damaged or unworkable condition will be assessed and all charges relating to repairing / servicing the loan equipment will be billed to the client. It is the client’s responsibility to ensure that all loan equipment is fully insured against loss / theft or damage whilst in their possession.

15. Responsibility for Financial Data

15.1 Tecsec is not responsible for any Client accounting, financial, or other business data. Tecsec will assist with transfer of data to new systems, data fixes and similar activities where required, but ultimate responsibility rests with the Client to ensure accuracy and correctness. The client is responsible for meeting all audit and compliance requirements within their data. The client is responsible for retaining historical data and the backup processes of this data.

16. Data Fixes and data backup

16.1 From time to time a client may request, or it may be necessary to fix a data related issue, directly via the database. Data Fixes can be complex, and while Tecsec will provide best endeavours to resolve the data issue, the onus resides with the client to test the data fix in an appropriate time frame, provide feedback to Tecsec, and validate the data fix has provided the correct result. Tecsec is not liable for any issues relating from data fixes.

16.2 Tecsec is not responsible for taking backups of data on the Client’s system(s) while services are being provided or thereafter. The Client must ensure that regular backups are taken of data, consistent with accepted industry practices. This includes data that Tecsec is working with while providing services (other than data on a consultant’s own computer, or in the Tecsec Office for which the consultant is responsible for backing up). Tecsec takes no responsibility for any off site back up provided by Tecsec or any other third party organisation.

17. Project Implementations

17.1 The project services costs constitute an estimate only. The actual services and related costs may vary from the estimate. On occasion the variance may be material. There are many reasons for this, including but not limited to:

17.2 Decisions taken during the project regarding allocation of tasks to Tecsec or Client. 7

17.3 Changes to the planned solution that arises as a result of more information becoming available over time as the project progresses.

17.4 Problems that may arise with existing business data and reconciliations during the project.

17.5 Where there are defects in the products, Tecsec will make all reasonable efforts to get these defects corrected by the manufacturer of the products. Tecsec will also assist the Client in finding ways of using the products that compensate for or bypass the defects. It will also assist the Client in correcting any data affected by a defect, and provide related services. Tecsec is not responsible for defects, and all services provided and disbursements incurred in accordance with this clause are chargeable.

17.6 Tecsec will act in good faith and will make every effort to carry out its responsibilities in a professional manner. Tecsec makes no warranty with regard to the provision of Project Services other than as specified in the original sales proposal.

17.7 Tecsec is not responsible for any accounting, financial or other business data. It will assist with transfer of data to new systems, but ultimate responsibility rests with the Client to ensure accuracy and correctness.

17.8 Any intellectual property (IP) created by Tecsec as part of providing any services to the Client remains the property of Tecsec, with no restrictions on the use of the IP by Tecsec. The definition of the IP includes, but is not limited to custom reports, macros, automated procedures, software programs, operating/procedure manuals, checklists and other user documentation. The Client is entitled to unrestricted use of the IP at location(s) specified in the Sales Proposal, subject to any other specific terms and conditions that may be agreed to elsewhere in the Sales Proposal, but may not sell it or in any other manner provide it for use by any other party.

18. Additional Services

18.1 If the customer requests Tecsec to provide additional services during a project – installation then all such requests must be in writing setting out the requested scope of such additional services beyond those described in the original proposal, the terms of this additional work requested by the customer will be at the following rate(s):
(a) If Tecsec has quoted an amount before providing the additional services, the amount quoted; and
(b) If Tecsec has not given any quote, an amount calculated for the additional services provided at Tecsec’s standard rates for such additional services applicable at that time.

19. Hardware and Hardware Related Software Sales

19.1 Where Tecsec sells Hardware & Hardware Related Software (Operating Systems, MS Office, Backup Software, Anti-Virus Software), it does so on a COD basis only.

19.2 Tecsec will notify the client in advance of the date of delivery and payment is required to be made on the day of delivery.

20. Limitation of Liability

20.1 Tecsec provides its services on a best endeavours basis and accepts no liability or provides no indemnity for any damages inadvertently caused in respect of its services, whether the damages are direct or indirect.

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21. Liabilities

21.1 Notwithstanding any other clause in this agreement, in no circumstances will the supplier be liable in contract, tort (including negligence or breach of statutory duty) or otherwise for loss (whether direct or indirect) of profits, business, productivity, or anticipated savings, corruption, loss or destruction of data, failure of a backup to run correctly or for any indirect, special or consequential loss whatsoever.

22. Governing Law

22.1 This agreement and all related matters are governed by and construed in accordance with the laws of Western Australia, Australia, and the parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of Western Australia.

23. Warranty.

23.1 We warrant to you that we will perform all services in a professional and workmanlike manner. We make no warranties applicable about any third party products. Any warranties applicable to any goods / third party products are given solely by the original manufacturer or vender and we have no responsibility or liability for the failure or fault in, or to maintain or service, any goods/ third party products.

24. Customer’s responsibilities

24.1 The Customer shall:
24.2 provide Tecsec with access to the site as reasonably required for the purpose of allowing Tecsec to perform its obligations under the proposal / quote.
24.3 ensure that its employees, agents and other contractors shall:

(i) not interfere with or disrupt, delay or hinder Tecsec, its employees, agents, subcontractors, agents or other persons engaged by Tecsec or prevent them from carrying out their work or cause them to incur additional cost; and

(ii) reasonably cooperate with Tecsec and its employees, agents, and subcontractors;
24.4 advise Tecsec of the existence of any concealed pipes, wires and cables for water, gas, electricity, telephone or other services affecting the premises and shall confirm the location of such services to Tecsec’s technician before work commences. In the absence of such notice Tecsec accepts no liability for any loss or damage to such services or any consequence thereof and the Customer agrees to indemnify Tecsec against any claim whatsoever for any loss or liability under this clause;
24.5 provide Tecsec with data, specifications, site drawings and information as may be requested by Tecsec to enable it to fulfil its obligations under this proposal / quote;
24.6 provide adequate facilities at the premises at no cost to Tecsec, including parking, power, lifting equipment, scaffolding, scissor lifts, and rubbish removal skips;
24.7 ensure that the premises are at all times a safe working environment and (without limitation) will not contain asbestos or similar hazards. If Tecsec considers that the premises are unsafe it may delay or cease delivery of the Services until the premises are restored to a safe condition. Any such delay or cessation of the services:
(i) will entitle Tecsec to an extension of time to complete the Services;
(ii) will not constitute a breach of the proposal / quote; and
(iii) will not entitle the Customer to the payment of liquidated damages or a financial penalty, and
24.8 indemnify Tecsec against any claims for the failure of fire alarm monitoring equipment, telecommunication carrier lines, power supply, cost relating to emergency service charges, or relocation of equipment.

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25. General

25.1 If the customer purports to cancel any order, proposal, or contract prior to its commencement or prior to the completion of the term, then the customer shall pay to Tecsec on demand a sum equivalent to all Tecsec costs, fees and expenses incurred up to the date of such purported cancellation including any damages payable to Tecsec sub- contractors or suppliers together with a reasonable proportion of Tecsec’s loss of anticipated profits.
25.2 This agreement shall be subject to the laws of Western Australia and each party submits to the non-exclusive jurisdiction of the courts of Western Australia.
25.3 These terms and conditions constitutes the entire agreement between the parties and supersedes all prior representations, contracts, statements and understandings, whether verbal or in writing. All other terms and conditions are excluded to the fullest extent permitted by law including any terms and conditions which the customer may seek to impose. The terms, provisions and conditions of this agreement may only be varied by agreement in writing between the parties.
25.4 No right under this agreement will be deemed to be waived except by notice in writing signed by each part and any failure by Tecsec to enforce any clause of this agreement will not be construed as a waiver of Tecsec’s rights under this agreement.

26. Entire Agreement

26.1 This Contract constitutes the entire agreement between the parties in respect of the matters dealt with in this Contract and supersedes all prior agreements, understanding and negotiations in respect of the matters dealt with in this Contract.