CorpNet
Standard Terms & Conditions
“After Hours Support” means IT Technical Support provided to the customer on designated public holidays in the district in which this Agreement is entered into, and outside the hours of
“Additional Charge” means a charge for Services in accordance with the Company’s standard Schedule of Rates in effect from time to time.
“Agreement” means a written signed quotation, schedule, proposal or tender response for the supply of services and/or equipment and includes these terms and conditions.
“Company” means Corpnet (Australia) Pty Ltd trading as Corpnet Business & Technology, ACN 092 390 951 registered in State of Queensland.
“Computer Systems” means the Customers servers and operating systems, networks, UPS, backup systems, virus protection systems, e-mail systems, Internet and workstations.
“Company’s Normal Business Hours” means the normal hours during which the Company is open for business.
“Confidential Information” means the confidential information of a party and includes information relating to:
(a) the technology and design of the Computer Systems
(b) the personnel, policies or business strategies of the Company
(c) the terms upon which the IT Technical Support Services have been supplied pursuant to the agreement
(d) the data or information which relates to the operation of the other parties business.
“Delivery Date” means the date or the period for the delivery of the Equipment as advised in writing by the Company.
“Disaster Recovery Support” means IT Technical Support to assist the Customer in relation to the performance and availability of the Customer’s Computer Systems as a result of a Force Majeure event.
“Force Majeure” means a circumstance beyond the reasonable control of the Parties which results in the unavailability of the Customers Computer System or part thereof. Such circumstances shall include but shall not be limited to:
(a) acts of God, lightening strikes, earthquakes, floods, storms, explosions, fires and any natural disaster (b) acts of war, acts of public enemies, terrorism, riots, civil commotion, malicious damage, sabotage and revolution, and strikes. “Installation Date” means the date for the installation of the Equipment as advised in writing by the Company. ”Intellectual Property Rights” means copyright, trade mark, design or patent. “Services” means either: (a) “IT Technical Support” provided by the Company to the Customer to perform the work as described in the Agreement, excluding Disaster Recovery Support or After Hours Support; or (b) “Infrastructure Services” provided by the Company to the Customer to perform the work as described in the Agreement; or (c) “Consulting Services” provided by the Company to the Customer to perform the work as described in the Agreement; or (d) “Contracting Services” provided by the Company to the Customer to provide temporary labour to perform the work as described in the Agreement. “Site” means the location for delivery and installation of the Equipment or performance of the Services as described in the Agreement. “Warranty Period” means the warranty period provided by the manufacturer of the Equipment supplied. 2.0 Interpretation 2.1 Unless the contrary intention appears: (a) the clause headings are for ease of reference only and shall not be relevant to interpretation
(b) a reference to a clause number is a reference to its subclauses
(c) words in the singular number include the plural and vice versa
(d) words importing a gender may include any other gender
(e) a reference to a person includes bodies corporate and unincorporated associations and partnerships
(f) a reference to a clause is a reference to a clause or subclause of the Agreement
(g) a reference in a clause to a subclause, is a reference to a subclause within the clause in which the reference is made
(h) where a word or phrase is given a particular meaning, other parts of the speech and grammatical forms of that word or phrase have corresponding meanings
(i) monetary references are references to Australian currency.
3.0 Training 3.1 The Rate does not include a training fee. 3.2 The Company will provide training in the use of the Computer Systems, if requested by the Customer, subject to payment of an Additional Charge. 4.0 Services & Equipment
4.1 The Customer shall retain the Company to perform the Services described in the Agreement. 4.2 The Company shall provide the Services upon the terms and conditions set out below. 4.3 During the period of the Agreement, the Company shall have the full and complete obligation and responsibility for the performance of the Services for the Customer as set out in the Agreement. 4.4 The Company shall devote personnel as is reasonably necessary to perform the obligations under the Agreement. The Company reserves the right to replace personnel with other suitably qualified personnel to perform the obligations under the Agreement, without notice to the Customer. 4.5 The Company is an independent contractor without the authority to bind the Customer by contract or otherwise and neither the Company nor the Company’s personnel are agents or employees of the Customer by virtue of the Agreement. 4.6 The Company will use reasonable endeavours to deliver the Equipment to the Customer on the Delivery Date at the Site during the Customer’s Normal Business Hours. 4.7 If the Customer wishes the Equipment to be delivered to a location other than the Site, it shall make a request in writing to the Company not later than 30 days prior to the Delivery Date. The Company may at its sole discretion determine whether to agree to such a request and what conditions, if any, shall apply in the event of it agreeing to such a request. 4.8 If the Customer requests delivery of the Equipment to be made in advance of the Delivery Date or postponed beyond the Delivery Date, the Company shall use its reasonable endeavours to re-schedule delivery accordingly but shall otherwise be under no obligation to comply with the Customer’s request. 4.9 In the event the Company exceeds to a request made by the Customer pursuant to subclauses 4.7 or 4.8, the Company may make such Additional Charge as it reasonably considers to be appropriate to reflect the direct impact upon the Company’s resources of complying with such request. 4.10 Packing materials remain the property of the Company and shall be removed or otherwise disposed of at the sole discretion of the Company. 4.11 If the Company requests permission to deliver the Equipment prior to the Delivery Date, the Customer shall use its best endeavours to prepare the Site and to do all other things necessary to enable it to comply with the request and to accept early delivery. 4.12 The Company may substitute any component of the Equipment or part of any component of the Equipment prior to delivery without consultation with the Customer and may in any other respect modify the Equipment if, in the reasonable opinion of the Company, the said substitution or modification: (a) will not adversely affect the performance or capacity of the Equipment
(b) will not alter the configuration of the Equipment in any material respect
(c) will not otherwise materially affect the obligations of the Company or prejudice the rights of the Customer under the Agreement.
4.13 If a substitution or modification is made under subclause 4.12, the Company shall notify the Customer on or prior to delivery. 4.14 The Company will provide the Customer with such number of copies of each of the Operating Manuals as are supplied by the Manufacturer. 4.15 The Company shall install the Equipment at the Site on the Installation Date. In absence of any agreement to the contrary, the installation shall be effected during the Company’s Normal Business Hours. 4.16 If the Customer wishes the Equipment to be installed at a location other than the Site, it shall make a request in writing to the Company to that effect not later than thirty (30) days prior to the Installation Date. The Company may at its sole discretion determine whether to agree to such a request and what conditions, if any, shall apply in the event of it agreeing to such a request. 4.17 If the Customer requests installation in advance of the Installation Date, the Company shall use its reasonable endeavours to re-schedule installation accordingly but shall be under no obligation to comply with the Customer’s request. 4.18 If the Company accedes to a request made by the Customer pursuant to subclauses 4.16 or 4.17, it may make such Additional Charge it reasonably considers to be appropriate to reflect the direct impact upon the Company’s resources of complying with such request. 4.19 The Customer shall provide the Company with such assistance, including the provision of personnel and facilities, as the Company reasonably considers necessary to ensure a satisfactory installation of the Equipment. The Customer shall ensure the Company is granted all the reasonable access, including necessary security clearances, for the purpose of complying with this subclause. 4.20 If the Company requests permission to install the Equipment prior to the Installation Date, the Customer shall use its best endeavours to prepare the Site and do all other things necessary to comply with the request and to accommodate early installation. 5.0 Access 5.1 The Customer shall, where relevant, ensure the Company has full and safe access to the Customer's premises (to the extent relevant to the Agreement) and any necessary equipment, materials and information. The Customer shall ensure that the Company is provided with all facilities, services and accessories reasonably required to enable the Company to comply with its obligations under the Agreement. 5.2 The Customer shall, where relevant, provide on request a suitably qualified or informed representative, agent or employee to accompany the Company and to advise the Company on project requirements, access, security procedures and any other matter within the Customer's knowledge or control which will assist the Company in complying with its obligations under the Agreement. 6.0 Site Preparation 6.1 The Customer shall at its own expense prepare the Site, and access to the Site, prior to delivery of Equipment. In so doing, the Customer shall comply with any directions or specifications issued by the Company. 6.2 Without limiting the foregoing, the Customer shall ensure the supply at the Site of: (a) adequate electric current; (b) adequate electrical and mechanical fittings; and (c) appropriate environmental conditions. 6.3 The Company shall, upon request from the Customer, supply such information and assistance as the Company considers reasonable and necessary to enable the Customer to prepare the Site. 6.4 Notwithstanding the foregoing, the Company shall if requested by the Customer and at the Customer’s expense, inspect the Site prior to delivery for the purpose of providing an opinion as to whether the Site is suitable for delivery and installation of Equipment. The Customer shall ensure the Company is granted all reasonable access, including necessary security clearances, for the purpose of inspecting the Site as provided in this subclause. 6.5 If the Company delays delivery or installation of the Equipment due to inadequate preparation of the Site or access to the Site, the Customer shall be liable to the Company for all reasonable costs and expenses incurred by the Company directly or indirectly as a result of such delay. 7.0 Title 7.1 Subject to any other express provision of the Agreement to the contrary, title in any Intellectual Property Rights and Equipment will pass to the Customer upon full payment of the Rate and any Additional Charge. 8.0 Risk 8.1 Risk of loss or damage to any Equipment passes to the Customer upon delivery of the Equipment to the Site or the Company’s premises, and the Customer shall insure the Equipment with a reputable insurance company in favour of the Customer in an amount equal to the Rate against all risks of loss or damage due to any cause. 9.0 Invoicing and Payment 9.1 The Customer irrevocably agrees and undertakes that the Company shall render a Tax Invoice to the Customer for the supply of Equipment upon delivery of the Equipment to the Site or the Company’s premises, whichever occurs first.
9.2 The Customer shall pay the Rate to the Company in accordance with the Customers approved credit terms with the Company, except as follows:
(a) Where Services are to be provided by the Company to the Customer on a monthly Fixed Price Rate the Customer shall pay the first month on the signing of the Agreement and then pay the monthly Fixed Price Rate on the 7th day of each month following, by credit card or direct transfer;
(b) Where Services are to be provided by the Company to the Customer on a prepaid Fixed Price Rate the Customer shall pay in advance of the Services being provided, by credit card or direct transfer and shall pay any subsequent Fixed Price Rate invoices by credit card or direct transfer;
(c) Where the Customer is an approved Credit Account Customer, and the Customer will be paying the Rate through Lease, Rental or Hire Purchase facility, the Customer shall provide a certificate of approval before the order for any Equipment is processed;
(d) Where the Customer is an approved Credit Account Customer, and the Rate exceeds $20,000 for Equipment, the Company may request that the Customer shall provide a deposit of 20% before the order for Equipment is processed;
(e) Where the Customer is an approved Credit Account Customer, and the Customer will be paying the Rate using Credit Card facility, the Company will charge a credit card administration fee equal to 3% of the Rate of the Equipment purchased;
(f) Where the Customer does not have an approved Credit Account with the Company, the Customer shall pay in advance or cash on delivery, and if the Customer will be paying the Rate using Credit Card facility, the Company will charge a credit card administration fee equal to 3% of the Rate of the Equipment purchased.
9.3 The Customer acknowledges and agrees that the Company records and/or charges for Services provided to the Customer on the basis of fifteen (15) minute units of time, namely four (4) units of time per hour; 9.4 The Customer acknowledges and agrees that where IT Technical Support is provided on a monthly Fixed Price Rate, the Rate is subject to review by both parties every three (3) months from the commencement date of the Agreement and the Fixed Price Rate applicable to the Agreement, will be adjusted by way of an increase or decrease to the Fixed Price Rate, such adjustment shall be determined by way of mutual agreement between the parties. In the event that the parties cannot agree on the amount of the adjustment to be applied to the Fixed Price Rate, the parties agree to resolve the dispute in accordance with the dispute resolution process as outlined at Clause 21 of these Terms and Conditions and until final resolution the Fixed Price Rate applicable prior to the period expiring shall continue until the dispute resolution process is complete. 9.5 The Customer shall pay all reasonable out of pocket expenses (including but not limited to, telephone, parking, mileage, accommodation, and airfares) incurred by the Company in providing the Services and the Company shall retain and provide copies of receipts on request. 9.6 If the Customer disputes the whole or any portion of the amount claimed in an invoice submitted by the Company, the Customer shall pay the portion of the amount stated in the invoice which is not in dispute, in accordance with approved credit terms, and shall notify the Company in writing (within seven days of receipt of invoice) of the reasons for disputing the remainder of the invoice. If it is resolved that some or all of the amount in dispute ought properly to have been paid at the time it was invoiced, then the Customer shall pay the amount forthwith. In the event that the parties cannot agree on the disputed amount the parties agree to resolve the dispute in accordance with the dispute resolution process as outlined at Clause 21 of these Terms and Conditions.
9.7 The Rate is exclusive of duties and charges imposed or levied in 9.8 In the event of the Customer failing to pay any account delivered in accordance with these Terms and Conditions, the Customer acknowledges and agrees that the Company reserves the right to cease performing Services or supply of Equipment without notice to the Customer, and the Customer agrees to provide to the Company, it Agents, Officers and assigns, the consent of the Customer for the Company, it Agents, Officers or assigns, to enter onto any premises occupied by the Customer for the purposes of removing any Equipment in the possession or control of the Customer, wherever situated, for which payment, in accordance with the agreed rate, has not been made in accordance with these Terms and Conditions. 10.0 Confidentiality 10.1 A Party shall not, without the prior written approval of the other Party, disclose the other Party’s Confidential Information. 10.2 A Party shall not be in breach of subclause 10.1 in circumstances where it is legally compelled to disclose the other Party’s Confidential Information. 10.3 Each Party shall take all reasonable steps to ensure that its employees and agents, and any sub-contractors engaged for the purposes of the Agreement, do not make public or disclose the other Party’s information. 10.4 Notwithstanding any other provision of this clause, the Company may disclose the terms of the Agreement (other than Confidential Information of a technical nature) to its related companies, solicitors, auditors, insurers and accountants. 10.5 This clause shall survive the termination of the Agreement. 11.0 Warranties Equipment 11.1 The Company shall not be liable for the repair or supply of spare parts for any Computer Systems of the Customer not supplied by the Company. 11.2 The Customer may notify the Company in writing of any defect or suspected defect in the Computer Systems not supplied by the Company. The Company shall, to the extent necessary, and as soon as practicable after receiving notice from the Customer, inspect, replace or manage the repair of the Computer Systems subject to an Additional Charge. 11.3 The Company warrants that Equipment supplied under the Agreement is newly purchased from the manufacturer of the Equipment. 11.4 The Company warrants that it believes the Equipment to be free from defects in materials and workmanship. 11.5 The Customer may, during the Manufacturers Warranty Period, notify the Company in writing of any defect or suspected defect in the Equipment. The Company shall, to the extent necessary, and as soon as practicable after receiving notice from the Customer pursuant to this subclause, inspect, replace or manage the repair of the Equipment. 11.6 The Company shall not be liable under subclause 11.6 if the defect is the result of: (a) improper use or mismanagement by the Customer; (b) operation of the Equipment other than in accordance with the Operating Manual; (c) use of the Equipment in a manner not reasonably contemplated by the Company; (d) modification of the Equipment not authorized by the Company; (e) use of the Equipment in a manner contrary to law; (f) subjection of the Equipment to unusual or unrecommended physical, environmental or electrical stress; (g) reinstallation or moving of the Equipment by a person other than the Company; (h) use of the Equipment other than the Customer; (i) the Customer’s failure to comply with any terms of the Agreement; or (j) the Customer’s failure or refusal to install engineering changes or enhancements recommended by the Company. 11.7 The Company shall have no obligation under this clause in respect of Equipment designated as being excluded from warranty coverage. Services 11.8 The Company shall perform the Services in accordance with all relevant Acts, Regulations, By-Laws, Ordinances or Orders and Australian Standards and in a professional and efficient manner and shall exercise due care, skill and diligence and judgement in the performance of the Services. 11.9 In the event that any part of the Services performed by the Company does not, in the reasonable opinion of the parties, comply with clause 6.1, then the Customer may request that the Company re-perform the work at its own cost and without delay. 12.0 Implied Terms 12.1 Subject to subclause 14.2, any condition or warranty which would otherwise be implied is excluded 12.2 Where legislation implies any condition or warranty, and that legislation avoids or prohibits provisions in a contract excluding or modifying the application of or exercise of or liability under such condition or warranty, the condition or warranty shall be deemed to be included in the Agreement. However the liability of the Company for any breach of such condition or warranty shall be limited, at the option of the Company, to one or more of the following: (a) if the breach relates to goods: (i) the replacement of the goods or the supply of equivalent goods; (ii) the repair of such goods; (iii) the payment of the cost of replacing the good or of acquiring equivalent goods; or (iv) the payment of the cost of having the goods repaired; and (b) if the breach relates to services: (i) the supplying of the services again; or (ii) the payment of the cost of having the services supplied again.
13.0 Liability
13.1 The Company shall not be liable for: (a) Any failure to deliver the Services or Equipment or for any default or failure in the performance of any Services because of any circumstance beyond the Company’s reasonable control, including but not limited to industrial disputes, shortage of parts, components, materials, labour or transport or force majeure; (b) Loss of any software loaded onto any of the Customer’s hardware;
13.2 The Company shall be liable for and indemnifies the Customer, its employees, agents and Affiliates in respect of: (a) all costs, damages and expenses which the Customer or its employees, agents or Affiliates may incur in defending or settling any actions, proceedings, claims, demands or prosecutions which may be brought, commenced or prosecuted against the Customer or its employees, agents or Affiliates, arising out of or as a consequence of any negligent act or omission by the Company in performing the Services or supply of Equipment or any breach of the Agreement or default of the Company including: (b) loss or damage to or destruction of any real or personal property, including without limitation, the property of the Customer, or its employees or agents or Affiliates;
(c) personal injury or disease caused to any person.
13.3 The Company’s liability and obligation to indemnify the Customer, its employees, agents and Affiliates under Clause 13.2 is reduced proportionally to the extent that the damage, injury, loss, costs or expense referred to is caused by the negligence act or omission, or any other deliberate or wrongful action of the Customer or its employees, agents or Affiliates. 13.4 The Company and the Customer agree that the liability of the Company to pay or allow money to be paid to the Customer as a result of a breach or breaches of the Agreement by the Company whether by way of any damages, expenses, costs or liquidated damages or as a result of any indemnity contained in the Agreement or otherwise, is limited to the amount equal to fifty percent of the total amounts invoiced to the Customer by the Company in performing the Services or supply of Equipment under the Agreement.
14.0 Termination 14.1 Without limiting the generality of any other clause in the Agreement, either Party may terminate the Agreement immediately by notice in writing if: (a) either Party is in breach of any term of the Agreement and such breach is not remedied within seven (7) days of written notice by the Company; (b) either Party becomes, threatens or resolves to become, or is in jeopardy of becoming, subject to any form of insolvency administration; (c) the Customer, being a partnership, dissolves, threatens or resolves to dissolve or is in jeopardy of dissolving; (d) the Customer being a natural person, dies; or (e) either Party ceases or threatens to cease conducting its business in the normal manner. 14.2 If notice is given to either Party pursuant to subclause 16.1, the terminating Party may, in addition to terminating the Agreement: (a) retain any moneys paid; (b) charge a reasonable sum for work performed in respect of which work no sum has been previously charged; (c) be regarded as discharged from any further obligations under the Agreement; and (d) pursue any additional or alternative remedies provided by law. 15.0 Force Majeure 15.1 Neither Party shall be liable for any delay or failure to perform its obligations pursuant to the Agreement if such delay is due to Force Majeure. 15.2 If a delay or failure of a Party to perform its obligations is caused or anticipated due to Force Majeure, the performance of that Party’s obligations will be suspended. 15.3 If a delay or failure by a Party to perform its obligations due to Force Majeure exceeds sixty (60) days, either Party may immediately terminate the Agreement by providing notice in writing to the other Party. 15.4 If the Agreement is terminated pursuant to subclause 15.3, the Company shall refund moneys previously paid by the Customer pursuant to the agreement for goods and services not provided by the Company to the Customer. 16.0 Sub-Contracts 16.1 The Company may sub-contract a third party organization, for the performance of the Agreement or any part of the Agreement upon obtaining (subject to subclause 16.3) the Customer’s prior written consent. 16.2 The Customer shall not unreasonably withhold consent for the engagement of a sub-contractor in accordance with subclause 16.1. 16.3 The Company may, without the consent of the Customer, engage individuals on a sub-contract or consultancy basis, whether or not operating under a corporate structure, to assist in the provision of service pursuant to the Agreement. 17.0 Entire Agreement 17.1 The Agreement will constitute the entire Agreement between the Parties and supersedes all prior representations, agreements statements and understandings, whether made orally or in writing. 18.0 Assignment and Novation 18.1 The benefit of the Agreement shall not be assigned by the Customer without the Company’s written consent. 18.2 The Company may consent to the assignment of the Agreement by the Customer subject to such conditions as it chooses to impose.
19.0 Waiver 19.1 No right under the Agreement shall be deemed to be waived except by notice in writing signed by each Party. 19.2 A waiver by the Company pursuant by subclause 19.1 will not prejudice its rights in respect of any subsequent breach of the Agreement by the Customer. 19.3 Subject to subclause 19.1, any failure by the Company to enforce any clause of the Agreement, or any forbearance, delay or indulgence granted by the Company to the Customer, will not be construed as a waiver of the Company’s rights under the Agreement. 20.0 Variation 20.1 The provisions of the Agreement shall not be varied, except by Agreement in writing signed by both Parties. 20.2 If either Party wishes to vary the Agreement, the proposing Party shall submit a copy of the proposed variations to the other Party (“the receiving Party”), specifying a reasonable period in which the receiving Party is to provide written notice of acceptance or rejection of the proposal. 20.3 If the receiving Party approves the variations, the Agreement shall be deemed to be so amended from the date of acceptance, subject to payment of an Additional Charge. 20.4 If the receiving Party rejects the proposed variations, each Party shall perform the Agreement in accordance with the unvaried terms. 21.0 Disputes 21.1 Any disputes arising in connection with the Agreement which cannot be settled by negotiation between the Parties or their representatives shall be submitted to arbitration in accordance with the Rules of Conduct of Commercial Arbitration for the time being of the 21.2 Prior to referring a matter to arbitration pursuant to subclause 21.1, the Parties shall: (a) formally refer the dispute to their respective contract managers for consideration; (b) if the respective contract managers are unable to resolve the dispute after five (5) days (or such other period as is agreed between the Parties) from the date of referral, refer the dispute to the respective chief executive officer of each Party; and (c) in good faith explore the prospect of mediation. 21.3 Nothing in this clause should prevent a Party from seeking urgent equitable relief before an appropriate court. 22.0 Company’s Rights 22.1 And express statement of a right of the Company under the Agreement is without prejudice to any other right of the Company expressly stated in the Agreement or existing at law. 23.0 Employees and Contractors 23.1 Neither Party shall solicit for employment, either directly or indirectly, any person who is employed or contracted by the other Party. 23.2 A Party shall promptly advise the other Party if a person who is employed or contracted by the other Party seeks to be employed or contracted by the first mentioned Party. 24.0 Survival of Agreement 24.1 Subject to any provision to the contrary, the Agreement shall endure to the benefit of and be binding upon the Parties and their successors, trustees, permitted assignees and receivers but shall not ensure the benefit of any other persons. 24.2 These covenants, conditions and provisions of which are capable of having effect after the expiration of the Agreement shall remain in full force and effect following the expiration of the Agreement. 25.0 Severability 25.1 If any of these covenants, conditions and provisions are held invalid, unenforceable or illegal for any reason, the Agreement shall remain otherwise in full force to the exclusion of such provisions which shall be deemed deleted. 26.0 Governing Law 26.1 The Agreement will be governed by and construed according to the law of the jurisdiction of 27.0 Notices 27.1 Notice may be delivered by hand, by mail or by facsimile to the addresses specified in the Agreement. 27.2 Notices will be deemed given: (a) in the case of hand delivery, upon written acknowledgement of receipt by an officer or other duly authorised employee, agent or representative of the receiving Party; (b) in the case of posting, three days after dispatch; (c) in the case of facsimile, upon receipt of transmission if received on a business day or otherwise at the commencement of the first business day following transmission. 28.0 Intellectual Property Rights 28.1 The title to all intellectual property rights in all documents, materials and information provided by the Customer to the Company in the performance of the Services shall remain with the Customer; 28.2 The Customer grants to the Company the right to use such Intellectual Property to the extent necessary to perform the Services for the term of the Agreement. 28.3 The title to all intellectual property rights in all documents, materials and information provided by the Company to the Customer in the performance of the Services shall remain with the Company and its Sub Contractors; 28.4 The title to all intellectual property rights in all documents, materials and information created by the Company during the performance of the Services shall remain with the Customer. 29.0 Acknowledgement 29.1 The Customer acknowledges and agrees, by signing the approved Account Application form, that prior to it entering into the Agreement it was provided with adequate opportunity to consider the terms of the Agreement and the standard terms and conditions and was provided with adequate opportunity to obtain independent advice in relation to the Agreement and the terms and conditions. Further, the Customer acknowledges and agrees that the standard terms and conditions may be varied by the Company in its sole discretion, notice of which will be supplied to the Customer.
“Equipment” means equipment which is to be supplied or supplied and installed by the Company to the Customer, as described in the Agreement.
”Fixed Price Rate” means the maximum price payable by the Customer for Services provided by the Company excluding any Additional Charge for Training, Warranty or Approved Variations.
“Party” means either the Company or the Customer as the context dictates.
“Rate” means the price of Services and/or Equipment provided by the Company in accordance with the Company’s standard Schedule of Rates in effect from time to time.