Terms and Conditions

ONSITE SERVICE AGREEMENT

 Terms and Conditions for Read, Edin Connor Price trading as Greyology ABN 58 821 518 480

Please read these Terms of Service ("Terms") carefully before using the https://www.greyology.com.au website ("Service") operated by Read, Edin Connor Price trading as Greyology ABN 58 821 518 480, a Sole Trader firm governed by the laws of Australia (“Greyology,“ “Contractor,” "Us," "We," or "Our").

These Terms are an agreement between You or the entity You represent (“Client,” "You," "Your," or “Yours”) and Greyology.

BACKGROUND

1.         The Client is of the opinion that the Contractor has the necessary qualifications, experience and abilities to provide computer services to the Client.

2.         The Contractor is agreeable to providing such computer services to the Client on the terms and conditions set out in this Agreement.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:

SERVICES PROVIDED 

3.         The Client hereby agrees to engage the Contractor to provide the Client with the following computer services for fee’s found below in these terms and conditions (the "Services"):

a)     Provide on-site technology support.

b)     Provide remote technology support.

4.         The Services will also include any other computer tasks which the Parties may agree on. The Contractor hereby agrees to provide such Services to the Client.

TERM OF AGREEMENT

5.         The term of this Agreement (the "Term") will begin on the date of this Agreement and will remain in full force and effect until the completion of the Services, subject to earlier termination as provided in this Agreement. The Term may be extended with the written consent of the Parties.

6.         The Client, or a person over the age of 18 must be present onsite, for the Contractor to provide services.

PERFORMANCE

7.         The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.

CURRENCY

8.         Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in AUD (Australian Dollars).

PAYMENT

9.         The Contractor will charge the Client for the Services at an agreed upon rate (the "Payment").

10.      The Client will be invoiced when the Services are complete.

11.      Invoices submitted by the Contractor to the Client are due upon receipt.

12.      Payment must be made onsite and the Contractor does not accept payment on account from the Client.

13.      Payment for the Services must be paid by one of the following accepted payment methods. Eftpos, Cash, Internet Banking, Gift Vouchers. If and when the Client is making payment via Internet Banking, the Client must provide a Payment Confirmation Receipt at completion of the Services.

14.      In the event that this Agreement is terminated by the Client prior to completion of the Services but where the Services have been partially performed, the Contractor will be entitled to pro rata payment of the Payment to the date of termination provided that there has been no breach of contract on the part of the Contractor.

15.      The Payment as stated in this Agreement does not include sales tax, or other applicable duties as may be required by law. Any sales tax and duties required by law will be charged to the Client in addition to the Payment.

16.      In the event that payment from the Client to the Contractor is not made at the completion of the Services, the Client must pay the invoice within Seven (7) days from the Service’s completion. If the Client has not made payment within the Seven (7) day period, the Contractor will issue the Client with a formal letter advising of the amount owing from the Client to the Contractor for the relevant amount. In the even that the payment remains outstanding within a further Three (3) days  period, the Contractor will pursue further through the Queensland Civil and Administrative Tribunal.

17.      The Client may cancel the booked Services anytime and for any reason up to Twelve (12) hours prior to the Services commencement without penalty or fee. If a cancelation is made within Twelve (12) hours of the Services commencement time, this will incur a $60 cancellation fee to the Client. The Client agrees to pay the cancelation fee within Seven (7) days of the invoice date. In the event that payment from the Client is not received within Seven (7) days of the invoice date, actions from Section 16 will pertain.

REIMBURSEMENT OF EXPENSES

18.      The Contractor will be reimbursed from time to time for reasonable and necessary expenses incurred by the Contractor in connection with providing the Services. 

19.      All expenses must be pre-approved by the Client.

INTEREST ON LATE PAYMENTS

20.      Interest payable on any overdue amounts under this Agreement is charged at a rate of 15.00% per annum or at the maximum rate enforceable under applicable legislation, whichever is lower.

TRADE SECRETS

21.      Trade secrets (the "Trade Secrets") include but are not limited to any data or information, technique or process, tool or mechanism, formula or compound, pattern or test results relating to the business of the Client, which are secret and proprietary to the Client, and which give the business a competitive advantage where the release of that Trade Secret could be reasonably expected to cause harm to the Client.

22.      The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Trade Secrets which the Contractor has obtained, except as authorised by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.

OWNERSHIP OF INTELLECTUAL PROPERTY

23.      All intellectual property and related material (the "Intellectual Property") that is developed or produced under this Agreement, will be the property of the Contractor. The Client is granted a non-exclusive limited-use licence of this Intellectual Property. Any software produced during the course of this Agreement may not be modified, reverse-engineered, or de-compiled in any manner through current or future available technologies.

24.       Title, copyright, intellectual property rights and distribution rights of the Intellectual Property remain exclusively with the Contractor. Intellectual property rights include the look and feel of any software produced.

RETURN OF PROPERTY

25.      Upon the expiry or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or confidential information which is the property of the Client.

MODIFICATION OF THE TERMS

26.      The Contractor may, in its sole discretion, change these Terms at any time. Other terms and conditions are only valid when signed in writing by an authorized Greyology officer.

CAPACITY/INDEPENDENT CONTRACTOR

27.      In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.

RIGHT OF SUBSTITUTION

28.      Except as otherwise provided in this Agreement, the Contractor may, at the Contractor's absolute discretion, engage a third party sub-contractor to perform some or all of the obligations of the Contractor under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services. 

29.      In the event that the Contractor hires a sub-contractor:

a)     the Contractor will pay the sub-contractor for its services and the Compensation will remain payable by the Client to the Contractor.

b)     for the purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of the Contractor.

AUTONOMY

30.      Except as otherwise provided in this Agreement, the Contractor will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. The Contractor will work autonomously and not at the direction of the Client. However, the Contractor will be responsive to the reasonable needs and concerns of the Client. 

NO EXCLUSIVITY

31.      The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.

INDEMNIFICATION

32.      Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party (whether direct or indirect consequential, financial or non-financial), its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.

33.      The Contractors’ aggregate liability under or in connection with these Terms and Conditions, whether in contract, tort (including negligence) or otherwise, shall in no circumstances exceed 100% of the Service or Product Fee paid by the Client up to and including the date on which the relevant claim arose.

34.      The Contractor will not be liable for any loss, corruption of data or alteration of data and/or files at any time relating (whether direct or indirect consequential) from the provision of The Contractor’s service.

35.      The Contractor will take all reasonable precautions against data loss on the Client’s device and data may still be lost. You acknowledge data loss may result during Service, and it is Your sole responsibility to back up all software and data from Your devices (software, hardware, data, machines and other equipment).

36.      The Client agrees that the devices (software, hardware, data, machines and other equipment) accessed, repaired or installed by the Contractor are owned by the Client or the Client is an Authorised Licensee and has the sufficient legal rights in honour of the third party rights to have the Service performed with, on or using the devices (software, hardware, data, machines and other equipment).

DISPUTE RESOLUTION

37.       Choice of Law. The Parties agree that this Agreement shall be governed by the State and/or Country in which the duties of this Agreement are expected to take place. In the event that the duties of this Agreement are to take place in multiple States and/or Countries, this Agreement shall be governed by Australian Federal Law and Queensland State Law.

38.       Negotiation. In the event of a dispute, the Parties agree to work towards a resolution through good faith negotiation.

39.       Mediation or Binding Arbitration. In the event that a dispute cannot be resolved through good faith negotiation, the Parties agree to submit to binding mediation or arbitration.

40.       Attorney’s Fees. In the event of Arbitration and/or Mediation, the prevailing Party will be entitled to its legal fees, including, but not limited to, its attorneys’ fees.

MODIFICATION OF AGREEMENT

41.      Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorised representative of each Party.

TIME OF THE ESSENCE

42.      Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.

ASSIGNMENT

43.      The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.

ENTIRE AGREEMENT

44.      It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.

ENUREMENT

45.      This Agreement will endure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.

TITLES/HEADINGS

46.      Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

GENDER

47.      Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

GOVERNING LAW

48.      This Agreement will be governed by and construed in accordance with the laws of the State of Queensland.

SEVERABILITY

49.      In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

WAIVER

50.      The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

MANDATORY TEXT FOR THE SUPPLY OF GOODS AND SERVICES

Our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled:

• to cancel your service contract with us; and

• to a refund for the unused portion, or to compensation for its reduced value.

You are also entitled to choose a refund or replacement for major failures with goods. If a failure with the goods or a service does not amount to a major failure, you are entitled to have the failure rectified in a reasonable time. If this is not done you are entitled to a refund for the goods and to cancel the contract for the service and obtain a refund of any unused portion. You are also entitled to be compensated for any other reasonably foreseeable loss or damage from a failure in the goods or service.

REPAIR NOTICE

During the repair of Devices, data loss may occur. It is the Client’s responsibility to ensure this data is backed up prior to repair. When Goods presented for repair may be replaced by refurbished goods of the same type rather than being repaired. Refurbished parts may be used to repair the goods.

AUSTRALIAN CONSUMER LAW
For more information regarding Consumer Guarantees, Your Rights and the Australian Consumer Law visit the Australian Competition & Consumer Commission (ACCC) website: http://www.accc.gov.au/consumers/consumer-rights-guarantees

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These terms and conditions were amended with permission from LawDepot.com® and SignWell

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