Terms And Conditions

GENERAL AND ACKNOWLEDGMENT

This Agreement is between Hard Drive Systems Limited (The Company) and The Customer.

PAYMENT

Payment for equipment or services not included in this service agreement shall be made no later the 20th of the month following the date of the invoice. We acknowledge that failure to pay any account by the due date shall be a breach of the trading terms. The Company may in respect of such account withhold its services until receipt of payment in full.
Failure to pay the invoiced amount by the 30th of the month following the invoice issue date may result in the customer’s account being reduced to a net 7-day account. Consistent failure by the customer to pay their accounts by the 20th of the month following the date of invoice will result in account closure.
In the event of an account not being paid by the due date the customer will pay all debt collection agency costs and legal fees incurred in obtaining payment of the outstanding amount from the customer.
In the event of the customer’s insolvency (or its earlier going into receivership), the title of any goods supplied shall pass only upon payment in full. The acceptance by The Company of any cheque or negotiable instrument shall not constitute payment unless and until the same has been honoured
Projects and/ or equipment with a value of $2000 or more, will require a 50% deposit before commencement, with a further 40% upon completion and the balance in accordance with item (i.) listed above.

OWNERSHIP

Ownership of any product sold is retained by The Company until payment in full is received. If the product is on sold by the customer prior to payment, the proceeds of the sale thereof to the extent of the outstanding debt shall be the property of The Company. In the event of default in payment by the customer, The Company or its representatives shall have the right to enter upon the premises where the product is located and take possession of that product until payment is effected.

PRIVACY ACT

I hereby confirm that the trade and credit references listed are authorised to disclose to The Company such information as they may request regarding our creditworthiness and the state of our accounts with the references supplied. I further confirm that I am authorised on behalf of the company whose application for credit is made to give the authorisation of disclosure as listed above.

CONSUMER GUARANTEES ACT

It is a condition of the sale of all goods and services that the Consumer Guarantees Act 1993 will not apply to any goods and services acquired for business purposes.

SCOPE OF THE SERVICE

The Company shall provide remedial maintenance during the Service Hours when notified that the equipment is inoperative. The Company will use its best efforts to respond to the call for remedial service within the Response Time. The Company also provides preventative maintenance either by arrangement with the Customer or which may be performed concurrently with remedial maintenance. In all cases, the Scope of Work is defined under the “Standard Scope of Work and Exclusions”.

SERVICES PERFORMED OUTSIDE SERVICE HOURS

The Company shall provide remedial maintenance outside the “Normal Hours of Service” only if requested by the Customer, for which the Customer shall pay the Abnormal Hour Charge in addition to the monthly charge.
For any job started before the end of the Service Hours each day, the work carried out in the first hour which continues after the end of the Service Hours shall be regarded as work being provided at the Service Hours but the subsequent hours shall be charged at the after hourly charge as provided herein.

REPLACEMENT PARTS

The Company will provide at prevailing list price + GST all parts and equipment which the Company deems necessary for maintaining the Equipment in good operating condition, subject to the Customer’s approval. The Customer will pay for any such parts and equipment + GST at the prevailing rate, and payment shall be made prior to installation. Should the Customer be unwilling to pay for the parts and equipment required, the Company shall be released from its obligations under this Agreement to maintain the relevant part of the Equipment. All parts removed for replacement shall become the property of the Company.

ADDITIONAL EQUIPMENT

Additional equipment may be included in this agreement only if the parties agree in writing, together with a reasonable additional or increased charge.

EXCLUSION OF OLD EQUIPMENT

There shall be excluded from this Agreement all equipment more than 4 years old from the date of its purchase by its first owner unless the Company has agreed in writing to the Customer that it will not be excluded. Similarly, the Company is entitled at its absolute discretion to remove / exclude from the Agreement any individual equipment items that are deemed by the Company to be disproportionately troublesome and in such event there shall be a reasonable reduced charge in respect of it. Such reduced charge normally is calculated on a pro-rata basis.

BACK UP & COPY PROGRAMS

Additional labour incurred in attempting to recover files (whether successful or not), should the Customer fails to maintain proper file backups, shall be charged at the Normal Hourly Charge. The Customer shall obtain, keep, and make available to the Company machine-readable copies of all programs, data files, and operating systems relating to the Equipment. The Company shall have no liability for the Customer’s inability to use its machine-readable data.
Recovery coverage assumes data integrity on the customer’s backup media, the company does not guarantee the integrity of the backups or data stored on the backup media.

EXCLUSION FROM MAINTENANCE

In addition to any exclusions from the Maintenance Agreement as defined by the “Standard Scope of Work and Exclusions”, the Company’s obligation to provide maintenance services is also contingent upon the Customer’s proper use of all the Equipment. The Company shall not be obligated to furnish maintenance services if:

the Equipment has been subjected to unusual physical or electrical stress;
adjustment, repair, or parts replacement is required because of the accident, neglect, misuse, improper programming, or failure of electrical power, air conditioning, humidity control, transportation, or causes other than normal use;
the Equipment has been maintained or repaired, or if an attempt to repair or service the Equipment has been made by someone other than the Company’s personnel without prior written approval of the Company (such approval not to be unreasonably withheld);
the Equipment is either removed from its initial installation location or reinstalled without the written approval of the Company;
the Equipment is over 4 years old, unless the Company has agreed in writing to the Customer that it will not be excluded under “The Exclusion of old Equipment Clause” above;
the Equipment or any part of it, in the Company’s reasonable opinion, has reached the end of its useful life; or
The Customer allows any person to access or tamper with the Company’s software on any Equipment.

If maintenance services are required as a result of the causes stated above, such repairs will be made at the Company’s then prevailing non-contract rates.

WORK NOT INCLUDED

The maintenance service under this Agreement does not include:

Installation or maintenance of software;
Operating supplies or accessories including media such as tapes and disc packs, cables, paint or refinishing the equipment, or furnishing materials for this purpose;
Electrical work external to the Equipment and other devices not specifically noted as part of this Agreement;
Verification that the Customer’s software licenses are valid and current. Licensing of the Customer’s software remains the responsibility of the Customer;
Prevention of any virus or similar problem entering or leaving the Equipment.

ACCESS TO EQUIPMENT

The Customer shall provide, at no charge to the Company:

Full and free access to the Equipment;
Working space and adequate facilities including lighting and electrical outlets within a reasonable distance from the Equipment;
The opportunity to install the Company’s own software to facilitate this Agreement. Such software remains at all times the property of the Company and will be removed from the Equipment at the termination of this Agreement
The opportunity at the convenience of the Company to remove software belonging to the Company.

CONFIDENTIALITY

All information acquired by the Company relating to the business of the Customer and its customers shall be treated by the Company as confidential (after as well as during this Agreement) and the Company shall not make any use or disclosure of it. The Company shall take all reasonable steps to protect the confidentiality of such information and require its employees who require access to it for the performance of their duties to enter into written undertakings as to confidentiality, which are consistent with the Company’s obligations under this Agreement and are directly enforceable by the Customer.

LIABILITY

The Company shall be under no liability whatsoever to the Customer for any indirect loss and/or expense (including loss of profit) suffered by the Customer arising out of a breach by the Company of the Agreement. Under no circumstances shall the liability of the Company exceed the price payable under this Agreement.

FORCE MAJEURE

The Company shall not be liable to the Customer for any loss or damage which may be suffered by the Customer as a direct or indirect result of the duties and/or obligations of the Company in the Agreement being prevented, hindered, delayed or rendered uneconomic by reason of any Force Majeure Circumstances. In these Conditions “Force Majeure Circumstances” shall mean any act of God, war, riot, strike, lock-out, industrial action, accident, breakdown of plant or machinery, fire, flood, drought, storm, difficulty or increased expense in obtaining materials or transport or other circumstances beyond the reasonable control of the Company.

INDEMNITY

The Customer shall indemnify the Company in full including legal costs in respect of any claims by third parties which are occasioned by, or arising from the Company’s performance pursuant to the instructions of the Customer.

THIRD PARTIES

No person other than the Company and the Customer shall acquire any enforceable rights against the Company or the Customer under or in connection with this Agreement.

NON-SOLICITATION OF STAFF

The Customer shall not, during the term of this Agreement and for two years thereafter, directly or indirectly canvas with a view to offering or providing employment to, offer to contract with or entice to leave any employee of or contractor to the Company engaged in the performance of any part of this Agreement without the prior written consent of the Company. In giving such consent, a fee may be payable by the Customer.

INVALIDITY OF PART OF THE CONTRACT

If any part of this Agreement is held to be a violation of any applicable law, statute, or regulation, it shall be deemed to be deleted from this Agreement and shall be of no force and effect and this Agreement shall remain in full force and effect as if that part had not originally been contained in the Agreement.

ASSIGNABILITY

The parties shall not assign any part of this Contract without the prior written consent of the other party.

WAIVER

The failure by either party to exercise or enforce any rights conferred by the Agreement shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof at any time or times thereafter.

NORMAL HOURS OF SERVICE

Normal hours of service are 8.30am to 6.00pm, Monday to Friday excluding public holidays.

RESPONSE TIME

We have a 3-hour response time once a call has been logged; all calls are priority calls and will be addressed immediately.

SERVICE CALL PRIORITIES

The company accepts that The Customer is in the best position to assess the priority of the Service Call, and its business impact, and will accept The Customer’s decision.

FEES

DEFINITION OF STANDARD SCOPE OF WORK COVERED BY MAINTENANCE AGREEMENT

REGULAR MAINTENANCE OF PC[S] AND SERVER(S) WHERE APPLICABLE.

Scandisk / Defrag
Spyware Removal
Hardware Check
Free Space Check
System Log Check (if available)
System Performance Optimization including system configuration.
Anti-virus Updating (if applicable)
Firewall updating (if applicable)
Applying Security Patches (requires shut down and re-start of PC[s] or Server[s] at an agreed time with the customer)

Any other items hereunder listed:

With reference to the Exclusion from Maintenance sections above. Items up to 6 years old will be included in this agreement. However replacement hardware parts, new or used, may no longer be available from the original manufacturer or their suppliers.

REGULAR MAINTENANCE OF NETWORK NODES

POLICY MANAGEMENT

Create and enforce desktop and server policies by user or device. Gain control over security and configuration setting in order to help control change management and costs of support.

MONITORING

Monitoring packs for a broad range of devices and applications with online access predicative failure monitoring and alerting. Active Issues dialogs and Dashboards provide at-a-glance access to critical information.

REPORTING

Managed devices versus time report to keep updated with devices under management. It produced a checklist at the end of the month to track and quantify changes to of managed device counts over the reporting period.

ANTIVIRUS

Scan, detect, destroy, and protect workstations, servers, and applications from malicious attacks.

ANTIMALWARE

Scan, detect, destroy, and prevent malware with industry-leading security techniques and Cloud-based update technology.

REMOTE CONTROL

Technician tools in support of both attended and unattended sessions
File transfer, chat, registry browser, system information, drawing tools
Session audit information available for reporting
Agent and agentless support

EXPLICITLY NOT COVERED WITHIN THE SCOPE OF MAINTENANCE AGREEMENT

Explicitly Excluded

Repairing damage caused by malicious use of a PC/Server
Repairing damage caused by accident of any sort to PC/Servers
Installing additional software to PC’s or Servers
Installing additional hardware to PC’s, Servers, or network
Reinstalling current software to PC’s or Servers
Moving or Relocating Equipment
Installing new PC’s or Servers
Installing new network elements (hubs, switches, cabling, etc)
Installing new printers or other external devices
Maintenance or repair to in situ cables and/or wiring and their termination points
Costs of purchasing hardware. (To be met solely by the customer)
Updating of other software (except when agreed with PI and Client)
Maintenance of software (except when agreed with PI and Client)
Any licenses for software that may be required.
Configuration of software (such as e-mail clients, DSL or dial-up connections, etc.)