Terms of Trade
These Terms will apply to every provision of Services by the Supplier. Unless expressly accepted in writing by the Supplier, any qualification of these Terms contained in any document issued by the Customer shall be of no force or effect. These Terms constitute the entire agreement between the Supplier and the Customer, and no variation of or addition to these Terms will be binding unless reduced to writing and signed by the Supplier and the Customer or their duly authorised representatives.
Definitions
Australian Consumer Law means Schedule 2 to the Competition and Consumer Act (as amended or replaced from time to time);
Competition and Consumer Act means the Competition and Consumer Act 2010 (Cth) (as amended or replaced from time to time);
Customer means the party who enters into these Terms with the Supplier, for the supply of Services from the Supplier to the Customer;
Services means services supplied by the Supplier to the Customer pursuant to these Terms;
Supplier means Tee Carter ta entiritee ABN 57 045 684 739, and any authorised representative; and
Terms means these terms of trade.
Price
The Supplier is registered for GST and GST will be charged in addition to any quoted pricing, unless otherwise noted. Prices quoted in the Supplier’s price lists, quotes and advertising literature are for guidance only and are exclusive of GST unless otherwise indicated. If GST applies to pricing, it will be explicitly included in the final quoted price. The contract price of the Services rendered to the Customer will be as agreed in writing between the Supplier and the Customer from time to time.
Unless otherwise discussed and agreed with the Client, the prices and terms are as follows:
Standard Business Hours are Monday to Friday, 8 AM to 5 PM, except Public Holidays.
Overtime Hours are Monday to Friday, 6 AM to 8 AM and 5 PM to 10 PM, except Public Holidays. The Applicable Hourly Rate for Overtime Hours is charged at 1.5 times the Standard Hourly Rate.
Double Time Hours are Monday to Friday, 12 AM to 6 AM and 10 PM to 12 AM, and Public Holidays. The Applicable Hourly Rate for Double Time Hours is charged at 2 times the Standard Hourly Rate.
Standard Hourly Rate: $200 per hour, billed in 15-minute increments after the first initial full hour during Standard Business Hours. Any work performed outside of the Standard Business Hours will be billed at the Applicable Hourly Rate.
Travel Time: Billed at the Applicable Hourly Rate, and in addition to the Applicable Hourly Rate. Travel Time shall be billed if it is greater than any applicable Call-Out Fee.
Call-Out Fee: A $100 fee applies for onsite visits during Overtime hours. A $150 fee applies for onsite visits during Double Time Hours. This fee is in addition to Applicable Hourly Rate.
Retainer Option: $950 per month includes 5 hours of Services billed in 15 minute increments. Retainer hours must be pre-purchased, expire at the end of each month, and do not roll over if unused. Additional hours are billed at the Hourly Rate.
Services Offered
The Supplier offers the following IT support Services:
- Desktop PC and server support.
- Hardware acquisition, installation, support, and maintenance.
- Software acquisition, installation, support, and configuration.
- ICT consulting and advice.
- Systems design and integration.
- Network configuration and documentation.
Services exclude managed IT services, intrusion monitoring, threat detection or mitigation, network data cabling, or other specialised services unless explicitly agreed upon in writing.
Payment and Accounts
The contract price for the Services shall be paid without deduction within 14 days of receipt of invoice for Services provided, or on such terms as the Supplier and the Customer otherwise agree in writing. The Customer must make payment in such manner as the Supplier directs from time to time by written notice to the Customer, and where the Supplier has extended credit to the Customer, the Supplier reserves the right to revoke the provision of credit at any time. The Supplier reserves the right to suspend or cancel the supply of further Services if the terms of payment are not strictly adhered to by the Customer, or if the Customer is in breach of or default under any other subsisting agreement between the Supplier and the Customer. If the Customer fails to pay any sum to the Supplier by the due date as specified in 4.1, then, although no demand for payment may have been made, the sum in respect of which such default is made or so much thereof as shall from time to time remain unpaid shall bear simple interest at the rate which is 18.5% per annum, calculated daily, and such interest shall accrue and be recoverable from day to day. If the Customer fails to pay any sum to the Supplier by the due date as specified in 4.1, additional late payment fees of $50 per reminder notification will apply. Reminder notices will be limited to four notifications, issued no more frequently than every seven days. Late payment fees may exceed the overdue balance.
Service Delivery and Engagement
Any request initiated by the Customer or any authorised representatives (e.g., requests from staff) of the Customer are deemed approved services and billable to the Customer unless the Customer explicitly specifies otherwise in writing prior to the commencement of work. Once an order has been placed by the Customer, and accepted by the Supplier, it can only be cancelled with at least 48 hours’ written notice by the Customer, prior to service commencement. The supply of Services is subject to availability, and the Supplier reserves the right to suspend or discontinue the supply of Services to the Customer. The Supplier reserves the right to deliver part of an order to the Customer, and the Customer agrees to accept any part order so delivered. Failure by the Supplier to deliver any part of an order shall not entitle the Customer to cancel the balance of the order and in the event of the Customer defaulting on payment of any part of an order, the Supplier shall be entitled to treat the default as a breach of contract relating to the total order or any or all part orders of such order. Where a time for delivery is agreed, the Supplier will take all reasonable action to deliver the Services on time, but time shall in no circumstances be deemed of the essence, and the Supplier shall not be liable for any loss or damages suffered by the Customer arising out of, or in relation to, a delay in delivery by the Supplier. Additional work necessary to achieve optimal outcomes for the Customer may be performed without prior approval, provided it aligns with the stated objectives and industry-recognised best practices. The Supplier shall act reasonably and in good faith when determining the necessity of such additional work.
Termination of Supply
The Supplier may at any time by written notice to the Customer terminate its obligation to supply Services to the Customer upon the happening of any of the following:
- Any action is taken for, or with a view to, the liquidation (including provisional liquidation), winding up, official management, bankruptcy or insolvency (or equivalent) of the Customer and such action remains pending for a period of 21 days thereafter, unless the Customer satisfies the Supplier (in its absolute discretion) of the Customer’s solvency;
- the Customer becomes insolvent or is unable or deemed to be unable to pay its debts or ceases or threatens to cease to carry on its business or a major part of its business or the Customer enters into dealings with any of its creditors with a view to avoiding, or in expectation of, insolvency or stops or threatens to stop payments generally or a receiver or receiver and manager is appointed to, or an encumbrancee takes or proposes to take possession of, any material part of the assets of the Customer;
- the Customer enters into any arrangement, assignment or composition with or for the benefit of its creditors or any class of them;
- any distress, attachment or execution is issued, levied or enforced against the Customer which is not satisfied or challenged in good faith by appropriate means within 14 days;
- a person is appointed under any applicable law to investigate any part of the Customer’s business or affairs or an application is made for the appointment of such an inspector, or an administrator (or equivalent) is appointed to the Customer or any steps are taken for such an appointment; or
- any other event occurs or circumstance arises, financial or otherwise, which, in the reasonable opinion of the Supplier, is likely materially and adversely to affect the ability of the Customer to observe any of its payment obligations to the Supplier,
and in any such event the Customer shall be deemed to be in breach of its obligation to purchase those Services.
Limitation of Liability
The Customer acknowledges that whilst the Supplier will use reasonable efforts to resolve issues and provide effective solutions, due to the complexities inherent in IT systems, the Supplier does not guarantee specific outcomes or resolutions. Subject to the remainder of this clause 7 and clause 14, the Supplier offers no guarantee or warranty in respect of the Services it supplies to the Customer, and all representations, conditions and warranties of any nature made in relation to the Services are expressly excluded from these Terms and shall not bind the Supplier beyond what is required under the Australian Consumer Law. To the extent permitted by law, where the Supplier becomes liable to the Customer in any manner for any breach of any condition or warranty expressed or implied in relation to the supply of Services to the Customer, the Supplier’s liability will be limited, at the Supplier’s sole discretion to either:
- the supplying of the Services again; or
- the payment of the cost of having the Services supplied again.
If any action is brought by the Customer against the Supplier, pursuant to Part 5.4 Division 1 of the Australian Consumer Law, the Supplier’s liability will be as prescribed in Part 5.4 Division 1 of the Australian Consumer Law. To the extent permitted by law, the Supplier will have no liability to the Customer however arising, including, without limitation, under any cause of action or theory of liability, in respect of special, indirect or consequential damages, loss of profit (whether direct or indirect) or loss of business opportunity, arising out of or in connection with these Terms or any supply made pursuant to them.
Indemnity and Cost Recovery
The Customer agrees to indemnify the Supplier for all costs and expenses incurred (including, without limitation, mediation costs and/or fees, debt recovery commissions and/or agency fees, or lawyer’s costs on a solicitor-own client basis, court fees and other litigation costs) by the Supplier in recovering any outstanding money owed by the Customer. Reasonable expenses, costs or disbursements incurred by the Supplier in recovering any outstanding monies owing by the Customer, including, without limitation, debt collection fees and solicitors’ costs (on a full indemnity basis), shall be recoverable wholly from the Customer.
Dispute Resolution
Both parties agree to resolve disputes in good faith. If a dispute cannot be resolved amicably within 30 days of a dispute arising, the matter shall first be referred to mediation. If mediation fails, either party may escalate the matter to arbitration or seek legal remedies. Pursuant to Section 8, costs for dispute mediation shall be wholly attributed to the Customer.
Intellectual Property
The Customer acknowledges that the supply of the Services by the Supplier does not confer on the Customer any licence or rights under any patent, trademark, design or copyright which is the property of the Supplier. The Supplier retains ownership of general IP for any custom configurations, documentation, or software created for the Customer, but grants the Customer a non-exclusive license to use deliverables for internal business purposes, unless ownership is otherwise determined based on prior written agreement. Where deliverables are fully custom-built for the Customer, ownership may be transferred upon full payment, subject to a separate written agreement. The Customer warrants to the Supplier that all documents provided by the Customer are accurate and that the Supplier is entitled to use all such documents for the purposes of these Terms and that such use does not infringe any third party’s intellectual property rights. The Customer indemnifies the Supplier against all claims and all losses and damages incurred by the Supplier as a result of documents provided by the Customer to the Supplier for the purposes of or in the course of the supply of the Services breaching a third party’s intellectual property rights. If the Customer receives any confidential information from the Supplier the Customer may not use or disclose such information unless it receives the prior written consent of the Supplier, such information enters the public domain (other than as a result of a breach of this clause) or the use or disclosure is required by law.
Additional Customer Responsibilities
The Customer has additional responsibilities to the Supplier to:
- Provide safe and appropriate access to premises and systems.
- Ensure adequate administrative access to relevant IT infrastructure.
- Communicate any specific requirements or constraints.
Confidentiality
Both parties agree to keep all confidential information private and not use it for any purpose outside the scope of these Terms. Confidential information must be returned or destroyed upon termination of any Services. The Customer agrees to maintain confidentiality for a period of two (2) years after termination of Services.
Severability
The whole or any part of a clause of these Terms shall be capable of severance without affecting the rest of these Terms.
Governing Law
These Terms shall be governed by the laws of the State of South Australia (excluding its conflict of laws provisions) and the Customer must submit to the non-exclusive jurisdiction of the courts of or exercising jurisdiction of that State and the Customer waives, without limitation, any claim or objection based on absence of jurisdiction or inconvenient forum. Nothing in these Terms excludes, restricts, or modifies any rights or remedies the Customer may have under the Australian Consumer Law or other applicable laws which cannot be excluded, restricted, or modified by agreement.
Waiver
If the Supplier elects not to exercise any of its rights arising as a result of a breach of these Terms, that will not constitute a waiver of any rights of the Supplier relating to any subsequent or other breach.
Amendments
The Supplier may amend these terms with 28 days notice to the Client. If the Customer does not object in writing within 14 days, continued use of Services shall be deemed acceptance of the amended Terms.
Acceptance of Terms
A signature is not required for the acceptance of these Terms. By engaging the Supplier’s services, the Customer acknowledges and agrees to these Terms.
Force Majeure
The Supplier will not be in breach of any contract with the Customer where it results from any act, matter or thing beyond the reasonable control of the Supplier. This includes but is not limited to “acts of God”, natural disasters, war, government actions, labour disputes, internet service provider failures, or cybersecurity breaches beyond the Supplier’s reasonable control. The Supplier shall not be liable for any failure or delay in performance due to Force Majeure events. Force Majeure does not excuse the Customer’s obligation to pay for Services already rendered.