Care Agreement Terms and Conditions

Teltech (Authorised Dealer) agrees to provide and the Customer agrees to accept Maintenance Service provided by the Dealer for the Equipment on the terms and conditions contained in this Agreement.



1.1 Definitions

In this Agreement, unless the context otherwise necessarily requires:

(a) “Commencement Date” means the date of commencement of the commencement of the Agreement by the dealer noted as such in the Schedule or where no Commencement Date is given, the date of execution of the Agreement.

(b) “Environmental Requirements” means the specific operating conditions given for the Equipment or part thereof in the Schedule.

(c) “Equipment” means the equipment described in the Schedule and any additions or variations thereto agreed between the parties.

(d) “Maintenance Charge” means any charge which may be made by the Dealer and which the Customer must pay, pursuant to clause 5;

(e) “Maintenance Period” means the working day period during which Maintenance Service will be provided, being between 8.30am and 5.00pm., Monday to Friday inclusive, but excluding Public Holidays observed at the Site where the Equipment is installed or such other period as provided for in the Schedule;

(f) “Maintenance Service” means the supply of parts, labour and materials by the Dealer to ensure that the Equipment is at all times maintained in good working order and capable of operation in accordance with its relevant manufacturer specification and includes:

  1. i) servicing of the Equipment in accordance with the Manufacturer’s recommended service instructions: and
  2. ii) such other additional duties as the Customer may nominate from the options set out in the Schedule to this Agreement, but does not include reasonable travel and living expenses incurred by the Dealer for the provision of maintenance in an area beyond a radius of 40 kilometres from the Dealer’s service centre

(g) “Major fault” means the fault types identified as a major fault in the Schedule;

(h) “Minor Fault” means the fault types identified as a minor fault in the Schedule

(i) “Response Time” means the time stipulated as a Response Time in the Schedule within the Dealer must respond to a customer’s fault reporting call, provided the Equipment is installed at a site not more than 40 kilometres from the nearest Dealer‘s service centre;

(j) “Site” means the location of the Equipment as specified in the Schedule or such other location as the Dealer may agree.

1.2 Interpretation

In this Agreement, unless the context otherwise necessarily requires:

(a) words importing the singular include the plural and vice versa words importing a gender include all other genders;(b) where a word or phrase is given a particular meaning, other parts of speech or grammatical forms of that word or phrase will have corresponding meanings;

(c) a reference to a party for this Agreement or any other document or Agreement includes it’s successors and permitted assigns:

(d) paragraph headings are for reference purposes only and will not affect the interpretation of this Agreement;

(e) a reference to a Clause, Sub-clause, Paragraph, Sub-paragraph or Schedule of this Agreement.



2.1 This Agreement comes into effect on the Commencement Date and shall continue for the period specified in the Schedule.

2.2 At the expiration of the term as contemplated by Clause 2.1, this Agreement will automatically continue subject to the same terms & conditions, until terminated by either party giving, to the other, sixty (60) days written notice to terminate the Agreement.



Subject to, and in consideration for payment of Maintenance Charges to the Dealer by the Customer, the Dealer must, at the Customer’s request and within the relevant Response Time, provide the Customer with Maintenance Services during the Maintenance Period.



The Customer acknowledges that Maintenance Services do not include the following items:

(a) services connected with relocation of the Equipment, the addition or removal of accessories,

attachments or other devices;

(b) repair of any Equipment not specified in the Schedule;

(c) repair or replacement of any battery back-up associated with the Equipment;

(d) repair of any malfunction or damage whatsoever caused, in the Dealer’s opinion, by incorrect operation of the Equipment or from the Customer’s (or it’s servants or agents) misuse of the Equipment or failure to observe and operate the Equipment in accordance with the Dealer’s or manufacturers’ published written instructions, or by the Customer’s failure to perform it’s obligations pursuant to Clause 6; or

(e) repair of any malfunction or damage whatsoever caused to the Equipment by war, fire, flood or any Act of God.



5.1 In consideration for the provision of Maintenance Services, the Customer must pay to the Dealer an annual maintenance fee, which fee will be, for the first year, the amount set out as the annual fee in the Schedule. Thereafter, the annual fee will be the amount nominated in writing by the Dealer, not less than sixty (60) days prior to the commencement of each twelve (12) month period of the Agreement.

5.2 Notwithstanding Sub-clause 5.1, the Dealer may charge the customer for maintenance provided by the Dealer in excess of the Maintenance Services or for the provision of Maintenance Services expressly required by the Customer outside Maintenance Period (‘the additional maintenance”) at the standard rates or rates charged by the Dealer at the time the additional maintenance was provided.

5.3 The Customer must pay the annual maintenance fee charged under Sub-clause 5.1 or the fee for additional maintenance charged under Sub-clause 5.2 within thirty (30) days from the receipt of invoice for payment of the relevant amount from the Dealer.

5.4 The Customer acknowledges that Maintenance Services do not include reasonable travel and living expenses incurred by the Dealer for the provision of Maintenance in an area beyond a radius of 40 kilometres from the Dealers service centre, which expenses must be borne by the Customer.



6.1 During the Agreement, the Customer must:

(a) allow the Dealer, it’s servants and agents, full, free and safe access to the Equipment and all relevant documentation to enable the Dealer to fulfil its obligations pursuant to this Agreement:

(b) immediately notify the Dealer of any malfunction of the Equipment;

(c) operate the Equipment in the manner for which it is designed and maintain, to the best of it’s ability Environment Requirements as specified in the Schedule or otherwise by the Dealer from time to time;

(d) provide adequate assistance to enable the Dealer to fulfil its obligations pursuant to this Agreement

(e) not, without the prior written consent of the Dealer, allow any adjustments modifications, alterations, repairs or servicing, to the Equipment to be carried out by a person other than authorised Dealer personnel and;

(f) not without prior written consent of the Dealer move, alter, modify, add to, detach from or attach to the Equipment any other items.

6.2 The Customer acknowledges that if the Dealer’s consent is given pursuant to this Clause, the Dealer may revise the annual maintenance fee payable by the Customer as a condition for giving its consent.



7.1 If either party ceases to perform or fails to comply with any of the terms and conditions of the Agreement and such failure is not remedied within thirty (30) days of receipt of written notice thereof, then the other party may, without prejudice to any other rights which may exist, terminate this Agreement without further liability to the other party.

7.2 The Dealer may terminate this Agreement at any time upon giving three (3) months written notice if the Dealer is of the opinion that the Equipment cannot be maintained in proper working order and has so advised the Customer in writing.

7.3 Early Termination Charges (ETC’s) apply and are charged at 50% of the original monthly fee multiples by the number of months remaining between the early termination date and the original contract end date.



The customer warrants that the Equipment is in good working condition and fully operational as at the Commencement Date or if added to the Equipment inventory later, as at the date of addition.



The Dealer warrants that it will perform it’s obligations pursuant to this Agreement in a proper and workmanlike manner to a standard generally acceptable with the industry.



10.1 The Dealer shall not be liable to the Customer for any loss occasioned by the Dealer’s failure to observe the terms and conditions of this Agreement, if such failure or delay is occasioned by any cause beyond the Dealer’s reasonable control including without limiting the generality of the foregoing, war, fire, strike, lock out, delay in transport, break down in machinery, restriction or prohibition by any Government or semi-Government authority or embargo.

10.2 Except as expressly provided to the contrary in this Agreement or so far is permitted by law, all terms, conditions, warranties, undertakings, inducements or representations whether express, implied, statutory or otherwise, relating in any way to this Agreement are excluded from this Agreement. Without limiting the generality of the preceding sentence, the Dealer will not be liable to the Customer for any loss or damage (including consequential loss or damage) howsoever caused, which may be suffered or incurred, or which may arise, directly or indirectly, in the respect of the failure or omission on the part of the Dealer to comply with its obligations under this Agreement.

10.3 Where any Act of Parliament which cannot be excluded, implies in this Agreement, any term, condition or warranty and such Act avoids or prohibits provisions in an Agreement excluding or modifying the application of, or exercise of, or liability under such term, condition or warranty, such term, condition or warranty shall be deemed to be included in this Agreement. However, the liability of the Dealer for any breach of such term, condition or warranty shall be limited, at the option of the Dealer, to any one or more of the following: In the breach relates to goods supplied:

(a) the replacement of the goods; or

(b) the supply of equivalent goods; or

(c) payment of the cost of replacing such goods; or

(d) payment of the cost of acquiring equivalent goods; or

(e) the repair of the goods; or

(f) payment of the cost of having the goods repaired.

If the breach relates to services supplied:

(a) the supplying of such services again; or

(b) the payment of the cost of having such services supplied again.



The Customer must not assign, transfer or otherwise dispose of it’s rights or obligations under this agreement to any other person, firm or company other than with the prior written consent of the Dealer (which consent will not be unreasonably withheld).



Any failure by the Dealer to require strict performance by the Customer or any waiver by the Dealer of any provision herein shall not be construed as a consent or waiver of any other breach of the same or any other provision.



If any provision of this Agreement is held invalid, unenforceable or illegal for any reason, but is capable of being read down, it shall be read down to the extent necessary to render it binding and enforceable. If it is not capable of being so read down, then such word or words or if required the whole provision, shall thereupon be severed and the remainder of this Agreement shall otherwise remain in full force and effect.



The Agreement and the Schedule incorporated herein constitutes the whole of the Agreement and understanding between the Dealer and the Customer. Any additions or modifications hereto shall be made in writing and shall only be effective if signed by the duly authorised signatories of the parties.



This Agreement is to be governed by the law of the State or Territory in which the Equipment is installed and the parties each submit to the jurisdiction of the Courts exercising jurisdiction in that State or Territory and on appeal from those courts in respect of claims, proceedings and matters arising out of respect of this Agreement.