TERMS & CONDITIONS
service & support
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Standard Terms for the Supply of Services and Equipment by DVE Cloud Pty Ltd
ABN 13 640 340 405 trading as DVE Cloud.
Unless otherwise specifically agreed in writing by DVE Cloud and the Customer, these Standard Terms are the only terms and conditions on which DVE Cloud will supply Services to the Customer.
In these standard terms, unless the context indicates otherwise:
DVE Cloud - means DVE Cloud Pty Ltd (ABN 13 640 340 405),
Contract - means the contract between the Customer and DVE Cloud for the Services constituting the Order, these Standard Terms and any other terms agreed by the parties in writing;
Customer - means the person placing the Order with DVE Cloud;
Related Entities - has the meaning set out in the Corporations Act 2001 (Cth);
Means - means any services provided by DVE Cloud to the Customer, and any goods provided by DVE Cloud to the Customer incidentally to those services.
These Standard Terms override and replace any inconsistent terms or conditions in any document or communication used by the Customer in relation to the purchase of Services or any industry practice or earlier course of dealing, except as set out in the DVE Cloud Quotation or any terms agreed in writing and signed by DVE Cloud.
3. Variations and Cancellations
a) DVE Cloud will have sole discretion to accept or reject any variation or modification of the Contract. Where DVE Cloud accepts a modification or variation of the Contract, the Customer is liable for all increased costs incurred by DVE Cloud.
b) DVE Cloud will have sole discretion to accept or reject any Order cancellation request by the Customer. Where a cancellation is accepted, the Customer is liable for any loss or expenses that have been incurred by DVE Cloud in respect of that Order.
c) If the customer requests to cancel an order and DVE Cloud agrees to the cancellation, a restocking fee of 20% will apply to all equipment, this price will increase for special orders.
4. Price and Payment
a) Unless otherwise stated by DVE Cloud prices are as quoted by DVE Cloud, are subject to change without notice, and are exclusive of all taxes (including GST), duties, levies and other government charges.
b) If GST is payable on a supply made under or in connection with the Contract, DVE Cloud may increase the price otherwise provided for that supply under the Contract by the amount of that GST.
c) Unless otherwise agreed, DVE Cloud will issue invoices to the Customer upon the supply of the Services.
d) DVE Cloud reserves the right to issue to the Customer and be paid for progress claim invoices.
e) For quoted works and equipment over $2,000, up to 100% of the quoted price will be invoiced and must to be paid before DVE Cloud will order the Equipment.
f) Invoices must be paid in full (without set off) by the Customer and received by DVE Cloud within 14 days of the date of invoice.
g) Overdue accounts will be subject to interest at the rate of 13% p.a., calculated monthly, for the period the account is due until the date it is paid”.
h) In the event where your overdue account is referred to a collection agency and/or law firm, you will be liable for all costs which would be incurred as if the debt is collected in full, including legal demand costs.
5. Title and Risk
a) Risk in Services passes on delivery of the goods to the Customer.
b) Title in goods provided by DVE Cloud to the Customer passes upon payment in full by the Customer for the Services.
6. Force Majeure
Where a Force Majeure event prevents or delays DVE Cloud from performing an obligation under a Contract, that obligation will be suspended as long as the Force Majeure event continues. Force Majeure events include, but are not limited to, an act of God, war, revolution or any other unlawful act against public order or authority, an industrial dispute including strike or other labour disturbances, a governmental restraint, a shortage or unavailability of parts, a hardware or software fault, unavailability of the Customer Contact Officer, unavailability of full, free and safe access to Customer premises or the location of works and any other event which is not within the reasonable control of DVE Cloud.
7. Agreed Installation
a) The date for the supply of services and installation of equipment is to be agreed upon by DVE Cloud and the Customer in writing.
b) Unless expressly stipulated in the quoted works, the supply of services and installation of quoted equipment is to be completed in one site visit. If through no fault of DVE Cloud, our employee or contractor are required to return at another time to complete the work additional call out fees and labour charges will apply.
c) If additional configuration is required for customer supplied equipment, this will be charged in addition to the quoted price. We may not be able to provide notice on such fees as they often arise during the installation process.
d) The customer must ensure the site is ready for DVE Cloud to complete the agreed upon work and includes but is not limited to the following:
i. All required cabling is in place and has been terminated, tested and labelled appropriately.
ii. Access is provided to the MDF, IDF and any other distribution frames that may be required.
iii. Access is provided to the data room/cabinet, offices, rooms or other locations where equipment is to be installed.
iv. All required furniture and fittings such as desks, benches, data racks/cabinets are in location and ready for equipment to be installed and tested.
a) Except as expressly provided to the contrary in the Contract, all representations, warranties, terms and conditions in relation to the Services (whether implied or otherwise) are excluded to the maximum extent permitted by law.
b) If DVE Cloud is liable to the Customer for any warranties or representations in relation to the supply of Services, any claim must be made within 14 days of the delivery of those Services, and the maximum amount that may be recovered from DVE Cloud is strictly limited to:
i) for goods: the cost of repair or replacement of the defective goods;
ii) for services: to the provision of services again, or the payment of the cost of having those services performed again, at DVE Cloud discretion.
a) DVE Cloud may terminate any Contract immediately by written notice to the Customer, in which case the Customer must pay for all Services provided up to the date of termination.
10. Limitation of Liability
a) The Customer releases DVE Cloud, its officers, agents, employees and contractors from any loss, damage, expense (including lawyer’s fees and expenses on a solicitor/client basis), claim, demand or liability made or incurred in connection with or arising out of:
i)personal injury, death or property loss or damage suffered by any person arising out of any negligent act or omission of DVE Cloud; or
ii) a breach by DVE Cloud of any term of the Contract.
b) For the avoidance of doubt, DVE Cloud’s maximum liability to the Customer in respect of any claim made by the Customer will be no greater than the amount of insurance coverage recovered by DVE Cloud in respect of the claim under any applicable insurance policies taken out by DVE Cloud.
c) The Customer indemnifies and holds harmless DVE Cloud, its agents and Related Entities, and any employees of any of them from any loss, damage, expense (including lawyer’s fees and expenses on a solicitor/client basis), claim, demand or liability made against or incurred by DVE Cloud in connection with or arising out of:
i)personal injury, death or property loss or damage suffered by any person arising out of any negligent act or omission of the Customer; or
ii) a breach by the Customer of any term of the Contract.
d) DVE Cloud holds the benefit of this clause 9 on trust for itself, its Related Entities, and the officers, agents, employees and contractors of any of them.
e) Despite anything to the contrary, DVE Cloud will not be liable to make any payment (whether by way of damages or under an indemnity or otherwise) to the Customer for any special, indirect, consequential loss or loss of profits, however arising.
These Standard Terms may only be varied in writing and DVE Cloud may vary these Standard Terms upon notice to the Customer. If so, the Customer may terminate its Contract and must pay for all Services provided to that date. If the Customer continues to accept the Services, the varied terms will apply to all Services provided after that time.
If any provision or part of a Contract is void or otherwise unenforceable for any reason then that provision or part (as the case may be) shall be severed and the remainder shall be read and construed as if the severable provision or part had never existed.
13. Applicable Law
These Standard Terms are governed by the laws of the Australian Capital Territory. The parties submit to the non-exclusive jurisdiction of the courts of Australian Capital Territory.