Your Microsoft Technology Development and Consulting Experts - Operating since 2000

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Australia WideSydney, NSWMelbourne, VicBrisbane, QldPerth, WAAdelaide, SACanberra, ACTNorthern Rivers, NSWWollongong, NSWRichmond, VicDarwin, NT
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Terms and Conditions

Terms and Conditions

These Terms and Conditions (Terms) govern the provision of services by Brayalei Pty Ltd, ABN 32 093 067 737 trading as Office Experts Group (Office Experts Group) to each customer from time to time (Customer).

1. Definitions and Interpretations

1.1 Definitions

In these Terms, unless the context otherwise requires:

1.2 Interpretation

In these Terms, unless the contrary intention appears:

1.3 Binding Nature of Terms

Office Experts Group and the Customer agree that these Terms are binding on their legal personal representative, heirs, successors and permitted assigns.

2. Appointment

2.1 Appointment

The Customer wishes to retain Office Experts Group to provide the Services subject to and in accordance with these Terms. By signing and returning the Quote or by continuing to request Services from Office Experts Group, the Customer agrees to be bound by these Terms.

2.2 Acceptance

Office Experts Group accepts its appointment to provide the Services in accordance with these Terms.

2.3 Location

The Services may be provided by Office Experts Group at the Customer Premises or remotely, or at such other reasonable location as agreed between the parties from time to time.

3 Commencement and Term

3.1 (Commencement) Unless expressly stated otherwise in these Terms, the rights and obligations created under these Terms commence on, and are enforceable from, the date on which these Terms are signed by the Customer, or the date on which Office Experts Group start providing the Services.

3.2 (Term) These Terms will continue in full force and effect until they are terminated by Office Experts Group or the Customer.

4 SERVICES

4.1 (Provision of Services)

Office Experts Group agrees to provide the Services in accordance with:

5 OBLIGATIONS ON CUSTOMER

5.1 (Facilitate provision of Services) The Customer agrees to take all reasonable steps to facilitate the provision of the Services by Office Experts Group, including:

5.2 (Other reasonable steps)

The Customer agrees to take any other reasonably necessary step to facilitate Office Experts Group providing the Services to the Customer, including without limitation, signing or executing any documents or declarations reasonably requested by Office Experts Group in order to ensure that Office Experts Group can continue to provide the Services.

6 REPORTING AND INFORMATION

6.1 (Reporting) Office Experts Group agrees to provide updates to the Customer regarding the provision of the Services (including in respect of “work in progress”) upon reasonable request of the Customer.

6.2 (Information) Office Experts Group agrees to provide the Customer with reasonable information regarding the provision of the Services.

7 PAYMENTS, QUOTING, INVOICING, EXPENSES AND GST

7.1 (Quote) Upon reasonable request by the Customer, Office Experts Group may provide a Quote for the provision of Services. The Quote will be prepared having regard to the Proposed Scope. The Quote may be either (at the discretion of Office Experts Group):

7.2 (Up Front Payment) Office Experts Group may request the Customer to pay 50% of the Fee Estimate or Fixed Price Quote to Office Experts Group prior to commencement of the Services (Up Front Payment). If such a request is made, the Customer acknowledges that Office Experts Group will not commence provision of the Services until Office Experts Group has received the Up Front Payment.

7.3 (Invoicing) Office Experts Group will invoice the Customer either monthly or at the end of a relevant project as agreed between the parties. The invoice will incorporate all fees and Expenses related to the provision of Services over the relevant period, plus GST. The Customer must pay the invoice within 30 days of issue. Invoices will be communicated via email unless otherwise agreed.

7.4 (Disputed Invoice) If the Customer disputes any invoice, then the Customer must contact Office Experts Group in writing setting out the details of the dispute (Notification). Office Experts Group will review and consider the Notification, and may, in Office Experts' discretion, either:

7.5 (Expenses)

7.6 (Overdue Amounts – termination, suspension and interest) If a Customer fails to pay some or all of the invoiced amount within the required payment time (Overdue Amount) then Office Experts Group may, in its sole discretion:

Office Experts Group will not be liable for any loss, damage, disadvantage or harm that you may suffer as a result of us deciding not to continue to perform any further work for the Customer in accordance with clause 7.6.

7.7 (Information to debt collectors) If we need to take action against you for an Overdue Amount, we may disclose to our debt collection agents any personal information that they reasonably request in order to recover the Overdue Amount (and any interest) from the Customer.

7.8 (GST)

8 WARRANTY

8.1 Office Experts Group warrants that it will take all reasonable care and diligence to ensure the Services are provided to the Service Standard.

8.2 The Customer warrants that it will:

9 LIMITATION OF LIABILITY

9.1 Subject to law, Office Experts Group's liability to the Customer in respect of the Services is limited to the total amount invoiced to the Customer in respect of the relevant Services.

9.2 Office Experts will not be liable for any damage or loss incurred by the Customer where such damage or loss is caused by the Customer.

9.3 Office Experts Group will not be liable where the Customer incurs loss due to a suspension of services by Office Experts Group caused by a failure of the Customer to pay any amount to Office Experts Group when such amount is due and payable.

10 INDEMNITY

10.1 (Customer): The Customer shall:

10.2 (Limitation): The indemnity in clause 10.1 does not extend to any loss or damage that is attributable to the negligent or reckless act or omission, or wilful misconduct, of Office Experts Group or its officers and employees (including any breach of these Terms by Office Experts Group).

10.3 (Survival): The provisions of this clause 10 survive termination of these Terms.

11 PRIVACY AND CREDIT CHECKS

11.1 (Privacy): Office Experts Group is bound by the privacy principles contained under the Privacy Act 1988 (Cth). Office Experts Group's privacy policy is available at its website www.officeexperts.com.au. You must ensure that any personal information you give us is given with the consent of the person to whom it relates. Office Experts Group may use and disclose this information as required in relation to the Services that we provide, and in accordance with the privacy policy.

11.2 (Credit checks): If Office Experts Group provides the Services in advance of payment, then Office Experts Group may, in its sole discretion, liaise with third party providers to obtain a credit search and credit history of the Customer. The Customer agrees to cooperate with Office Experts Group in respect of any such credit check.

12 OFFICE EXPERTS GROUP'S TIME AND ATTENTION

Office Experts Group agrees to devote all necessary time, attention, work, effort and expertise to the provision of the Services as reasonably determined by Office Experts Group from time to time.

13 LEGAL ADVICE

The Customer is invited to obtain independent legal advice in relation to these Terms if the Customer would like to do so. Office Experts Group recommends that the Customer obtain such independent advice.

14 AMENDMENT

These Terms may be varied by Office Experts Group upon prior written notice to the Customer.

15 DISPUTE RESOLUTION

(Informal resolution): Office Experts Group will initially attempt to resolve any dispute that may arise between the Customer and Office Experts Group in relation to the Services by informal means. Office Experts Group agrees to take all reasonable steps to resolve any dispute to the Customer's satisfaction.

16 RECORDS

16.1 (Records): The Customer must keep such information and material in respect of the Services from time to time to ensure that Office Experts Group can satisfy its obligations under these Terms and pursuant to Relevant Law.

16.2 (Survival): This clause 16 survives termination of these Terms.

17 CONFIDENTIALITY

17.1 (Confidential Information) Office Experts Group agrees to:

17.2 (Exception): Nothing in this clause 17 prevents the Office Experts Group from disclosing Confidential Information:

17.3 (Survival): The provisions of this clause 17 will continue to apply notwithstanding that these Terms have come to an end.

18 INTELLECTUAL PROPERTY

18.1 (Definitions): For the purposes of this clause, the following definitions apply:

18.2 (Treatment of Intellectual Property Rights): The Customer will be entitled to all Intellectual Property Rights in any IP Materials produced by Office Experts Group in giving effect to the Services. However, the Customer acknowledges that Office Experts Group retains ownership of all Intellectual Property Rights which exist or which arise (whether through creation, authorship, production, evolution, discovery, development or invention) in the process of performing the Services.

18.3 (Third Party Rights): The Customer represents and warrants that it will not infringe the Intellectual Property Rights of any third party in requesting Office Experts Group to perform the Services. The Customer indemnifies Office Experts Group for any loss, damage or expense suffered or incurred by Office Experts Group as the result of any claim that the items serviced by Office Experts Group at the request of the Customer infringe the Intellectual Property Rights of any person.

18.4 (Survival): The provisions of this clause 18 survive termination of these Terms.

19 GENERAL PROVISIONS

19.1 (Severance): Any provision of these Terms which is invalid or unenforceable in a particular jurisdiction, may be read down or severed to the extent of the invalidity or unenforceability in that jurisdiction only. The invalidity or unenforceability of a provision of these Terms in one jurisdiction does not affect the:

19.2 (Authority): Unless these Terms expressly provide otherwise, no party has the authority to act for, or incur any obligation on behalf of, the other parties.

19.3 (Costs): Each party must bear its own costs in respect of the entry into and negotiation of these Terms.

19.4 (Entire Agreement): These Terms comprise the parties' entire understanding in relation to the subject matter of these Terms and supersede any prior agreement or arrangement.

19.5 (Reliance): The Customer acknowledges that it has entered these Terms:

19.6 (Cumulative): The rights, remedies and powers of the parties under these Terms are cumulative and not exclusive of any rights, remedies or powers provided to the parties by law.

19.7 (Consent): Unless these Terms expressly provides otherwise, any approval or consent required to be obtained under these Terms may be withheld, given conditionally, or given unconditionally, in each case in the relevant party's absolute discretion.

19.8 (Waiver): A right granted to one party under these Terms may only be waived by that party giving notice in writing to the other party. A party does not waive any right granted under these Terms by not exercising that right immediately.

19.9 (Governing law and Jurisdiction): These Terms are governed by the laws in force in the State of New South Wales and the parties submit to the exclusive jurisdiction of the Supreme Court of New South Wales to decide any dispute between them in relation to these Terms.

SCHEDULE 1 – SERVICES

SERVICES