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Terms and Conditions

 

1. DEFINITIONS

1.1.      The Supplier is Cybernetic Global Intelligence Pty Ltd (ABN: 33 601 684 119) of Level 19, 1 Eagle St Brisbane QLD 4000.

1.2.      The Customer is the party or any person acting on behalf of and with the authority of the Customer that the Order is provided for.

1.3.      The Order shall be defined as any request for the provision of Services by the Customer with the Supplier which has been accepted by the Supplier.

1.4.      The Price is the amount invoiced for Services provided.

1.5.      Indirect, Special or Consequential loss or damage includes i) any loss of income profit or business; ii) any loss of good will or reputation; iii) any loss of value of intellectual property.

1.6.      Tax invoices include invoices for Services provided.

1.7.      Major failure in this Agreement is as defined under the Competition and Consumer Act 2010.

1.9.      GST refers to Goods and Services Tax under the Goods and Services Act 1999 (“GST Act”) and the terms used herein have meanings contained within the GST Act.

 

2. GENERAL

2.1.      Any Order requested by the Customer is deemed to be an Order incorporating these Terms and Conditions and may not be varied unless expressly agreed to by the Parties in writing. In the event that an inconsistency exists and/or arises between these terms and the Order it is acknowledged between the parties that these Terms and Conditions will prevail.

2.2.      No subsequent correspondence or document or discussion shall modify or otherwise vary these Terms and Conditions unless such variation is in writing and signed by the Supplier.

2.3.      The Terms and Conditions are binding on the Customer, his heirs, assignees, executors, trustees and where applicable, any liquidator, receiver or administrator.

2.4.      In these Terms and Conditions, the singular shall include the plural, the masculine shall include feminine and neuter and words importing persons shall apply to corporations.

2.5.      Where more than one Customer completes this Agreement each shall be liable jointly and severally.

2.6.      If any provision of these Terms and Conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired and the offending provision shall be deemed as severed from these Terms and Conditions.

2.7.      The Supplier may license or sub-contract all or any part of its rights and obligations without the Customer’s consent but the Supplier acknowledges that it remains at all times liable to the Customer.

2.8.      The failure by the Parties to enforce any provision of these Terms and Conditions shall not be treated as a waiver of that provision, nor shall it affect each Party’s right to subsequently enforce that provision.

2.9.      The Customer covenants that he is either the owner of the Premises or is acting with the authority of the Owner.

 

 

3. PLACEMENT OF ORDERS

3.1.      Orders placed by the Customer with the Supplier will be considered valid when placing the Order by telephone.

3.2.      Any written Quotation given by the Supplier shall expire thirty (30) days after the date of the written quotation.  Quotations may also be provided to the Customer by verbal communication over the telephone.

3.3.      All prices are based on taxes and statutory charges current at the time of the Quotation.  Should these vary during the period from the date of the Quotation to the date of the invoice, the difference will become the responsibility of the Customer and the Customer will be invoiced for the extra charge by the Supplier.

 

 

4. PRICE

4.1.      The Supplier reserves the right to change the Price to the Supplier’s Order in the event of a variation which was previously unknown or unforeseen by the Parties at the time the Order was placed, and notice will be provided in writing by the Supplier within a reasonable time.

4.2.      At the Supplier’s sole discretion the Price shall be either:

4.2.1.   As detailed on invoices provided by the Supplier to the Customer in respect of Services supplied; or

4.2.2.   The Supplier’s quoted Price as for the Order (subject to clause 5.1).

 

 

5. PROVISION OF SERVICES

5.1.      The Supplier reserves their right to:

5.1.1.   Decline requests for any Services requested by the Customer.

5.1.2.   Cancel or postpone appointments at their discretion.

5.2.      At the sole discretion of the Supplier, the Supplier may charge an attendance fee at the prevailing rate for any appointment made by the parties.

5.3.      Unless specified by the Supplier to the contrary in the Order, the Supplier does not warrant that it will be capable of providing the Services at specific times requested by the Customer during the term of this Agreement.

5.4.      Subject to otherwise complying with its obligations under this Agreement, the Supplier shall exercise its independent discretion as to its most appropriate and effective manner of providing the Services and of satisfying the Customer’s expectations of those Services.

5.5.      In the discharge of its duties, the Supplier shall comply with all reasonable directions of the Customer as to the nature and scope of the Services provided.

5.6.      Nothing in the above clause shall effect the Supplier’s right to exercise its own judgment and to utilise its skills as it considers most appropriate in order to achieve compliance with the said resolutions, regulations and directions or otherwise with its obligations under this Agreement.

5.7.      The Supplier may agree to provide, on request from the Customer, additional Services not included or specifically excluded in the Quotation/Order.  In this event, the Supplier shall be entitled to make an additional charge. Additional Services includes, but is not limited to, alterations, amendments, and any additional visits by the Supplier after provision of the Services at the request of the Customer.

5.8.      The Customer grants full access to the Supplier its servants and agents to the Premises to enable it to carry out the Services.

5.9.      The Customer is responsible to obtain all necessary permits and licenses for the provision of the Services.

 

 

6. PAYMENT POLICY

6.1.      The Customer must make full payment to the Supplier within fourteen (14) days from the date of issue of the tax invoice(s) for the Services.

 

 

7. CREDIT

7.1.      Credit will only be granted at the sole discretion of the Supplier and upon submission of a completed Credit Application Form.

7.2.      Any credit granted may be revised by the Supplier at any time and at its discretion.

7.3.      The Supplier reserves the right to withdraw any credit facility upon any breach by the Customer of these Terms of Conditions or upon the Customer ceasing to trade and/or being subject to any legal proceedings and/or the Customer committing an act of insolvency.

7.4.      The Customer agrees that upon such withdrawal, any and all monies owing on the account shall become immediately due and payable.

 

 

8. DISHONOUR OF CHEQUE

8.1.      If any cheque issued by the Customer or by any third party in payment of the Price is dishonoured:

8.1.1.   The Supplier may refuse to supply any further Services until satisfactory payment is received in full, including bank fees and charges;

8.1.2.   The Supplier is entitled to treat the dishonour of the Customer’s cheque as a repudiation of this Agreement and to elect between terminating this Agreement or affirming this Agreement, and in each case claiming and recovering compensation for loss or damage suffered from the Customer.

8.1.3.   The Customer may be liable for a dishonoured cheque fee of $15.00.

 

 

9. DEFAULT

9.1.      A tax Invoice issued by the Supplier shall be due and payable within fourteen (14) days from the date of issue of the tax invoice (“Default Date”).  Without prejudice to any other rights of the Supplier, the Customer may be charged interest at the rate for the time being fixed from time to time under Section 2 of the Penalty Interest Rates Act 1983 on any payment in arrears.

9.2.      If the Supplier does not receive the Outstanding Balance for the Price on or before the Default Date, the Supplier may, without prejudice to any other remedy it may have, forward the Customer’s outstanding account to a debt collection agency for further action. The Customer acknowledges and agrees that:

9.2.1.   After the Default Date, the Outstanding Balance shall include, but not limited to, all applicable fees and charges under this Agreement;

9.2.2.   In the event of the Customer being in default of his obligation to pay, and the overdue account is then referred to a debt collection agency and/or law firm for collection, the Customer shall be liable for the recovery costs incurred, and if the agency charges commission on a contingency basis the Customer shall be liable to pay as a liquidated debt, the commission payable by the Supplier to the agency, fixed at the rate charged by the agency from time to time as if the agency has achieved one hundred per cent recovery and the following formula shall apply:

Commission = { Original Debt/100-Commission % charged by the agency (including GST)} x100 

 

10. RISK AND LIABILITY

10.1.   The Customer will ensure when placing Orders that there is sufficient information to enable the Supplier to execute the Order.

10.2.   The Supplier takes no responsibility if the specifications provided by the Customer are wrong or inaccurate and the Customer will be liable in that event for the expenses incurred by the Supplier for any work required to rectify the Order.

10.3.   The Customer is responsible for ensuring that the Supplier is made aware of any special requirements pertaining to the Order and the Supplier relies upon the integrity of the information supplied to it.

10.4.   The Supplier takes no responsibility and will not be liable for any indirect, special or consequential loss or damage resulting in the Services being inadequate as a consequence of insufficient information provided by the Customer.

10.5.   The Supplier takes no responsibility for representations made in relation to the Services or any delay in the delivery of the Services made by a third party or third party manufacturer, which was organised by the Customer.

10.6.   The Customer acknowledges that the Supplier shall not be liable for and the Customer releases the Supplier from any indirect, special or consequential loss or damage incurred as a result of delay, or failure to provide the Services or to observe any of these conditions due to an event of force majeure, being any cause or circumstance beyond the Supplier’s reasonable control.

10.7.   The Supplier does not represent that it will provide and/or deliver any Services unless it is included in the Quote.

 

 

11. TERMINATION AND CANCELLATION

Cancellation by Supplier

11.1.    The Supplier may cancel any Order to which these Terms and Conditions apply or cancel delivery of Services at any time before payment is made by the Customer by giving written notice to the Customer. The Supplier shall not be liable for any loss or damage or consequential loss or damage whatever arising from such cancellation.

11.2.    Without prejudice to the Supplier’s other remedies at law, the Supplier shall be entitled to cancel all or any part of any Order of the Customer which remains unfulfilled and all amounts owing to the Supplier shall, whether or not due for payment, become immediately payable in the event that:

11.2.1. Any money payable to the Supplier becomes overdue; or

11.2.2. The Customer becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or

11.2.3. A receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Customer or any asset of the Customer.

 

Cancellation by Customer

11.3.   Any Order cannot be cancelled by the Customer unless expressly agreed to by the Supplier in writing.

11.4.   In the event that the Customer cancels delivery of Services the Customer shall be liable for any loss incurred by the Supplier (including, but not limited to, any loss of profits) up to the time of cancellation.

11.5.   If the Customer places an Order with the Supplier and the Supplier places an Order with a third party Supplier to meet the Customer’s request, the Customer shall be liable for the Price of the Services ordered if the Customer cancels the Order and the Services have already been dispatched.

 

 

12. SET-OFF

12.1.   The Customer shall have no right of set-off in any suit, claim or proceeding brought by the Supplier against the Customer for default in payment.

12.2.   The Customer acknowledges that the Supplier can produce this clause in bar of any proceeding for set-off.

 

 

13. INSURANCE

13.1.   The Supplier is not liable to provide any insurance cover in relation to the provision of the Services. The Customer is responsible to effect whatever insurance cover he requires at his own expense.

 

 

14. ACCESS

14.1.   The Customer shall, where relevant, ensure the Supplier has full and safe access to the Premises and any necessary essential services, resources, equipment, materials and information.

14.2.   The Customer will be charged an additional fee if the Supplier’s work is interfered with or no proper or safe access is provided to the Supplier.

14.3.   The Supplier will not be held responsible for any delay due to inclement weather, failure of the Customer to provide required Items or changes requested to be made by the Customer and/or in any circumstances beyond the Supplier’s reasonable control.

14.4.   The Customer shall supply water and/or electricity to the Supplier to carry out the Order at no costs to the Supplier.

 

 

15. AGREED USE

15.1.    The Customer acknowledges that the Customer may forfeit any rights if any, he may have against the Supplier if:

15.1.1. The Services are applied for any other use to which the Services are not intended for or not in accordance with the instructions provided by the Supplier;

15.1.2. Any alteration to the Services is carried out other than in accordance with intended alterations and/or the Services are not repaired by an authorised repairer.

15.2.    The Customer further acknowledges sole responsibility for any damage or injury to property or person caused by using the Services in any way and shall indemnify in full the Supplier, its servants and/or agents in relation to all such claims.

 

 

16. JURISDICTION

16.1.   This Agreement is deemed to be made in the State of Queensland and all disputes hereunder shall be determined by the appropriate courts of Queensland.

 

 

17. PRIVACY ACT 1988

17.1.    The Customer and/or the Guarantor/s agrees;

17.1.1. For the Supplier to obtain from a credit reporting agency a credit report containing personal credit information about the Customer and Guarantor/s in relation to credit provided by the Supplier.

17.1.2. That the Supplier may exchange information about the Customer and the Guarantor/s with those credit providers either named as trade referees by the Customer or named in a consumer credit report issued by a credit reporting agency.

17.1.3. The Customer consent to the Supplier being given a consumer credit report to collect overdue payment on commercial credit (Privacy Act 1988).

 

18. CLIENT BENEFITS

18. 1. Free Staff Training

18.1.1 Free staff training is available with every service.

18.1.2 Training sessions are limited to once a year, one day a year.

18.1.3 Training sessions are valid only for the same year the service was purchased in.

18.1.4 Training sessions are limited to one location.

 

18.2. Service Guarantee 

18.2.1 Every service is eligible for our Service Guarantee.

18.2.2 ‘Re-testing’ is only conducted on the original Scope of Work.

18.2.3 It is the responsibility of the client to inform Cybernetic Global Intelligence when they have completed the required patching, etc.

 

18.3. Advanced IT Security Training

18.3.1 Due to budgeting constraints we only offer Advanced IT Security Training to on-going clients who purchase a minimum of 2 services (any) a year, or who utilise our Managed Security Services. 

18.3.2 Training for Advance IT Security is conducted via online training courses.

 

 

18. ENTIRE AGREEMENT

18.1.   These Terms and Conditions constitute the whole Agreement made between the Customer and the Supplier.

18.2.   This Agreement can only be amended in writing signed by each of the parties.

18.3.   All prior discussions and negotiations are merged within this document and the Supplier expressly waives all prior representations made by him or on his behalf that are in conflict with any clauses in this document in any way.

18.4.   Nothing in these Terms and Conditions is intended to have the effect of contravening any applicable provisions of the Competition and Consumer Act 2010 or the Fair Trading Acts in each of the States and Territories of Australia.