Teltech ICT Pty. Ltd.

of 32 Hartnett Drive, Seaford VIC 3198
(hereinafter referred to as the “Provider”) ABN: 26 145 053 872

1. Provision of Goods and Services

The Provider agrees, upon acceptance of a quote by the Customer, to supply the specified items (hereinafter referred to as the “Hardware”) on the Terms and Conditions contained herein.

2. Title and Risk of Loss

The Provider transfers title in each item, unit or module of Hardware to the Customer immediately upon full and cleared payment of invoice of goods. The Provider transfers title in any third party software licences immediately upon Payment in full. The Customer accepts risk of loss or damage to the Hardware and third party software upon delivery.

3. Implementation Services

The Provider will install and integrate the Hardware and provide training to the Customer’s Personnel to the extent specified in the Provider’s Proposal or Quotation.

4. Acceptance Testing

Allowance has been included for acceptance testing as detailed in the Provider’s Proposal. This has been priced on the basis of an uninterrupted, smooth flow of works. If no acceptance test is specified, acceptance is based upon visual inspection of the deliverables.

5. Additional Works

Any additional works to that specified in the agreed Scope of Works, Quotation or Proposal will be carried out at our normal “Hourly rate plus materials” basis or at an agreed price.

6. Validity Period

Unless otherwise stated in the Provider’s Proposal or Quotation, the price shall remain Fixed, Firm and Valid for a period of Thirty (30) days from date of submission, and hereafter it may be subject to confirmation or review. Prices may be subject to currency exchange variations prior to acceptance of the customer’s order.

7. Terms of Payment

(a) The Provider will require a deposit of 30% of the Price prior to Delivery.
(b) The Provider’s Terms of Payment for the Balance are strictly within SEVEN (7) days of the date of the Provider’s correctly rendered invoice or progress claim or as negotiated.
(c) Payments by Credit Cards will incur a surcharge of 4.2% for American Express and 2% for Visa, Mastercard and Bankcard. This is subject to change without notice.
(d) The Provider may at its discretion, separately invoice for Product (i.e. Hardware and Software Licences), Implementation Services, Training and Documentation.

8. Warranty

Where the Provider supplies Products that have been procured from a third party, the Provider assigns to the Customer, to the extent practicable and to the extent permitted by law, the benefits of the warranties given by the third party. The Provider warrants its own work for 14 days from date of practical completion. Such warranty is considered to be Null and Void should a second or third party tamper with or alter such works.

9. Liquidated and Consequential Damages

No allowances have been made within the Provider’s proposal for costs associated with a claim for liquidated or consequential damages. The Provider will advise and discuss its proposed work with a customer representative, but the Customer must make their own assessment of the potential for impact to the Customer’s business, and act to mitigate any identified potential impact.

10. Tax

All prices quoted are exclusive of the Goods and Services Tax (GST) except where stated otherwise. All invoices will be inclusive of GST.

11. Return of Goods

Special conditions may apply to the return of active equipment including a restocking fee of 25% of the original invoice. Any special conditions can be provided by the Provider at the time of order acceptance. In all cases goods returned will only be credited in full to the Customer’s account if returned in the same condition as delivered by the Provider to the Customer initially and if returned and received by the Provider within 21 days from the initial delivery.

12. Project Lead Time

A lead-time of 30 days may be required to expedite materials and labour unless otherwise stated in the Proposal or Quotation.

13. Hours of Work

The Provider’s standard hours of work are between the hours of 8:30 and 17:00, Monday to Friday unless otherwise specified in the Provider’s Proposal or Scope of Works. Outside these hours additional charges may apply.

14. Allowances

No allowance has been included for the payment of any SPECIAL or SITE ALLOWANCES to the Provider’s employees engaged on this project unless specified in the Provider’s Proposal. A requirement to pay such Allowances will therefore be treated as a variation, and invoiced separately.

15. Down Time

This project has been tendered on the basis of a smooth, uninterrupted flow of works. No allowance has been included for lost time due to down time caused by others. Costs incurred by the Provider for lost time will be charged to the Customer’s account if the down time cannot be mitigated by scheduling alternative work.

16. Force Majeure.

a) Neither party will be liable to each other for any failure or delay in the performance of its obligations relating to the installation or supply of goods, or any service, which is due to Force Majeure, but any obligation to pay money shall not be excused by Force Majeure
b) If the delay or failure to perform obligations due to Force Majeure exceeds (30) days, either we or you may terminate the agreement, or any service, immediately on providing notice to other party by providing written notice to the other party.

17. Escorts

If a Customer requires that the Provider’s staff are escorted while on the Customer’s premises, the Customer is responsible for providing the escort, and any delays while waiting for an escort will be added to the Customers account at the normal hourly rate or part thereof plus GST and invoiced separately.

18. Equipment Supplied by Others

If equipment and devices are supplied by others, the Provider’s Proposal is based upon them being suitable for the required purpose. Such items are to be delivered to the Provider prior to the required installation time. Any delays in receipt of items or compatibility issues are at the sole onus and cost of the customer and any cost associated with these delays and incompatibility issues will be invoiced separately at our normal hourly rate.

19. Proprietary Items and Documentation

All documents and items provided to the Customer by the Provider are proprietary items and documents and as such will remain the property of the Provider until ownership is transferred by Agreement or placement of a Purchase Order. All documents and items are to be treated as commercial in confidence and trade secret and are not to be disclosed, discussed or shown to any party without the Provider’s consent.

20. Electrical Installation

No allowance has been included for Electrical work unless specified in the Provider’s Quotation, Proposal or Scope of Works. No allowance has been made for electrical supply authority inspections or other fees.

21. Chasing, Brickwork and Ceiling Tiles

No allowance has been included for the chasing or making good of Brickwork or Rendered Surfaces. Whilst all due care will be used in removing and replacing ceiling tiles, no allowance has been included for the replacement of tiles broken during installation work.

22. Conduits/Ducting

Where conduits and ducting are existing or provided by others, such conduits/ducting should be: a) Ready to accept cabling, b) Adequate and usable, c) Of dimensions stated, d) Fixed in location, e) Contain usable draw-wires for the purpose of installing cables.

23. Joinery

No allowance has been included for the alteration of Joinery or the provision of any additional Joinery resultant from the installation works.

24. Painting

No allowance has been included for the painting of our installed items/equipment to match the existing facilities.

25. Work Environment

All staff of the Provider are required to work in accordance with the Provider’s OH&S policy. The Provider reserves the right to inspect a designated place of work and withdraw its staff if it judges that the working environment is unsafe.

26. Confidentiality

26.1 For the purposes of this clause, Confidential Information of a person means all information of that person (“Owner”) of a confidential nature, which another person (“Recipient”) first becomes aware, whether before or after the date of the original inquiry, either through disclosure by the Owner to the Recipient or otherwise through the Recipient’s involvement with the Owner. Confidential Information does not include information:
(a) the Recipient creates (whether alone or jointly with any person) independently of the Owner’s Confidential Information;
(b) that is public knowledge (otherwise than as a result of a breach of confidentiality by the Recipient or any person to whom it has disclosed the information); or
(c) obtained without restriction as to further disclosure from a source other than the Owner through no breach of confidentiality by that source.
26.2 The Provider and the Customer each agree to keep confidential the other’s Confidential Information.
26.3 Subject to clause 26.4, the Provider and the Customer will not use or disclose the other’s Confidential Information for any purpose, other than to the extent necessary to perform its obligations or exercise its rights under the Agreement.
26.4 For clarity, the Provider may refer to the Customer as a customer of the Provider in any press release, marketing, sales or financial material or reports of the Provider.
26.5 The obligations of confidentiality in this clause 25 do not apply to the extent disclosure is require by law or the listing rules of a stock exchange, a direction by government authority or a Regulator, or disclosure to professional advisors in connection with the Agreement.

27. Entire Agreement

The terms and conditions contained herein constitute the entire Agreement between the parties and no amendment or variation shall be of any force and effect unless expressed in writing and signed by both the Provider and the Customer.

28. Applicable Law

The laws of the State of Victoria apply to this agreement.