TERMS AND CONDITIONS – PLEASE READ CAREFULLY

These Terms and Conditions apply to all agreements, terms and transactions between The Trustee for Sapsford Family Trust ABN 34 572 527 990 trading as Warringah IT (“Warringah IT”) and its Customers.

Definitions

“Backup” shall mean any method (software and/or hardware) used to copy or duplicate Customers data.

“Customer” shall mean any person or business requesting any goods or services from Warringah IT.

“Goods” shall mean all items or equipment supplied by Warringah IT as described on the invoices, quotations or any other forms as provided by Warringah IT to the customer.

“GST” shall mean the goods and services tax within the meaning of the GST Act.

“Prices” shall mean the cost to the customer of any goods and services provided by Warringah IT as described on the invoices, quotations or any other forms as provided by Warringah IT to the customer.

“Quote” or “Quotation” shall mean written specification of the services as discussed between the Customer and Warringah IT.

“Services” shall mean all work performed by Warringah IT and includes any advice or recommendations as described on the invoices, quotations or any other forms as provided by Warringah IT to the customer.

“Terms” shall mean the Terms and Conditions herein this document.

Prices, Terms & Payments

* Prices for labour (Services) performed by Warringah IT can be found here: www.warringahit.com.au/rates

* Prices are subject to change and review.

* Prices for quotations are subject to change in the event of a variation of the quote and/or the availability of items.

* Payment in full is required by the due date of the invoice.

* Payment methods can be viewed here – www.warringahit.com.au/payment

* Interest on overdue invoices shall accrue daily from the date when the payment becomes due, until the date of the payment, at a

rate of two and one half percent (2.5%) per calendar month and such interest shall compound monthly.

* If any account remains overdue after thirty (30) days, we may charge, in addition to any other costs recoverable under these terms and conditions, the Customer will be liable for:

• an amount of the greater of twenty dollars ($20) or ten percent (10%) of the amount overdue shall be levied for administration fees which sum shall become immediately due and payable; and,
• any costs and expenses (including any commission payable to any commercial or mercantile agents and legal costs) incurred by Warringah IT in recovering any unpaid amounts under these terms; and,
• the expenses incurred by Warringah IT in regard to unsuccessful mediation if the Customer is ordered by a judgment to pay the outstanding amount in full or in part.

Variations and Additional Services

* If, at the request of or with prior consent from the Customer, Warringah IT has performed work or rendered other performance which goes beyond the substance or scope of the agreed services, the Customer shall pay for that work or performance according to Warringah IT’s usual rates. Expanding or modifying a system analysis, a design or specifications shall also constitute additional work. Warringah IT shall never be obliged to satisfy such a request, and it may require that a separate written agreement be concluded.

* The Customer accepts that work or performance as referred to above may affect the agreed or expected time of completion of the services and the mutual responsibilities of the Customer and Warringah IT. The fact that additional work (or the demand for it) arises during execution of the Agreement shall never be a ground for the Customer to rescind or terminate the Agreement.

* Insofar as a set price has been agreed for the services, Warringah IT shall, upon request, inform the Customer either orally or by way of email or quotation about the financial consequences of the extra work or performance that has been requested.

Cooperation by the Customer

* The Customer shall always furnish Warringah IT in a timely manner with all data or information which is useful and necessary to execute the Terms properly and provide full cooperation, including furnishing access to its buildings. If the Customer utilises its own employees in cooperating in the execution of the Terms, these employees shall possess the necessary know how, experience, abilities and characteristics.

* The Customer shall bear the risk of selecting, using and applying in its organisation the equipment, software, websites, databases and other products and materials and the services to be provided by Warringah IT, and shall also be responsible for the monitoring and security procedures and proper system management.

* If the Customer furnishes software, websites, materials, databases or data to Warringah IT on a data carrier, this carrier shall meet the specifications prescribed by Warringah IT.

* If the Customer does not provide Warringah IT with the data, equipment, software or employees necessary to execute the Terms, or does not provide this in a timely manner or in accordance with the Terms made, or if the Customer otherwise does not fulfil its obligations, Warringah IT shall be entitled to suspend execution of the Terms in whole or in part, and it shall be entitled to charge the ensuing expenses in accordance with its usual rates, all of this without prejudice to Warringah IT’s right to exercise any other legal right.

* In the event that employees of Warringah IT perform work on-site at the Customer’s, the Customer shall provide the facilities reasonably desired by those employees free of charge, such as a working space with computer and telecommunications facilities. The working space and facilities shall comply with all applicable statutory and other requirements and provisions concerning working conditions. The Customer shall indemnify Warringah IT against claims by third parties, including Warringah IT’s employees, who, in executing the Terms, suffer injury which is the result of acts or omissions by the Customer or of unsafe situations in its organisation. The Customer shall provide timely notice to Warringah IT’s employees to be utilised of the company and security rules applicable within its organisation.

* If, in executing the Terms, telecommunications facilities, including the Internet, are used, the Customer shall be responsible for properly selecting these and making them available in a timely and sufficient manner, except for those faculties directly used and managed by Warringah IT. Warringah IT shall never be liable for damage or expenses due to transmission errors, malfunctions or the non-availability of these facilities, unless the Customer proves that this damage or these expenses resulted from intentional acts or omissions or gross negligence on the part of Warringah IT or its managers. If telecommunications facilities are used in executing the Terms, Warringah IT shall be entitled to assign access or identification codes to the Customer. Warringah IT may change the assigned access or identification codes. The Customer shall treat the access codes as confidential and with due care and shall only disclose them to authorised employees. Warringah IT shall never be liable for damage or expenses resulting from misuse of access or identification codes.

Termination

* Warringah IT reserves the right to suspend or terminate the supply of Goods and Services at any time to a Customer who has overdue invoices.

Cancellation Policy

* A minimum of 24hs notice is required for cancellation of appointments. Failure to do so may result in a cancellation fee of $66.00 including GST.

Risk

* The rise of loss or theft of or damage to objects, products, software or data which are the subject of these Terms shall pass to the customer at the time they have been placed at the actual disposal of the Customer or an assistant used by the Customer.

Title

* All Goods delivered to the Customer shall remain the property of Warringah IT until all amounts owed by the Customer for the objects delivered or to be delivered or work performed or to be performed under the Terms, as well as all other amounts which the Customer owes due to a breach of its payment obligation, have been paid fully to Warringah IT. A Customer acting as a reseller may sell and re-deliver all items subject to Warringah IT’s retention of title insofar as that is common in connection with its normal business operations. If the Customer creates a new object wholly or partly from the objects delivered by Warringah IT, the Customer shall create that object solely for Warringah IT and the Customer shall hold the newly created object for Warringah IT until the Customer has paid all amounts owed under the Terms; in that event, Warringah IT shall possess all rights as the owner of the newly created object until the time the Customer makes full payment.

* As the delivered to the Customer shall remain the property of Warringah IT until all amounts owed by the Customer for the objects delivered or to be delivered or work performed or to be performed under the Terms, as well as all other amounts which the Customer owes due to a breach of its payment obligation, have been paid fully to Warringah IT. A Customer acting as a reseller may sell and re-deliver all items subject to Warringah IT’s retention of title insofar as that is common in connection with its normal business operations. If the Customer creates a new object wholly or partly from the objects delivered by Warringah IT, the Customer shall create that object solely for Warringah IT and the Customer shall hold the newly created object for Warringah IT until the Customer has paid all amounts owed under the Terms; in that event, Warringah IT shall possess all rights as the owner of the newly created object until the time the Customer makes full payment.

* Notwithstanding any delivery obligation, Warringah IT may maintain possession of the objects, products, proprietary rights, information, documents, databases and interim or other results of Warringah IT’s services which have been received or generated in connection with the Terms until the Customer has paid all amounts owed to Warringah IT.

* Warringah IT can issue proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods may not have passed to the Customer.

Deliver of Goods and Services

* Warringah IT shall not be liable for any loss or damage whatsoever due to the failure by Warringah IT to deliver the Goods or Services promptly or at all.

Warranty

* For Goods not manufactured by Warringah IT, the warranty shall be the current warranty provided by the manufacturer of the Goods. Warringah IT shall not be bound by, nor be responsible for any term, condition, representation or warranty other than that which is given by the manufacturer of the Goods.

* The warranty shall not cover any defect or damage which may be caused or partly caused by or arise through:

(i) failure on the part of the Customer to properly maintain the Goods;
(ii) failure on the part of the Customer to follow any instruction or guidelines provided by Warringah IT;
(iii) any use of the Goods otherwise than for any application specified on a quote order form;
(iv) the continued use of any Goods after any defect becomes repairing the Goods apparent or would have become apparent to a reasonably prudent operator or user; and,
(v) fair wear and tear, any accident or act of God.

* The warranty shall cease due to (i) to (v) above and Warringah IT shall thereafter, in no circumstances, be liable under the terms of the warranty if the workmanship is repaired, altered or overhauled without the consent of Warringah IT

Data & Backup

* The Customer is solely responsible for the following:

(i) the selection of the data they wish backed up;
(ii) the scheduling of the backup;
(iii) ensuring the successful backup has occurred;
(iv) periodically ensuring that data can be restored from backup;
(v) rectification of defects, errors or computer viruses in any software, hardware or equipment including but not limited to, Ransomware; and,
(vi) any act of negligence of the Customer’s employees resulting in the exposure of any Backup software to Ransomware or other related viruses and the consequences thereof;

* Warringah IT does not warrant that any Backup is secure against any loss or corruption.

* Warringah IT makes no warranty in relation to the Backups and will not be liable for any damages or loss (including indirect or consequential loss) of any kind.

* Warringah IT makes no warranty (whether express or implied) in relation to merchantability or fitness for a particular purpose in relation to the Backup.

* The Customer shall not copy, alter, modify or reproduce any backup software in whole or in part or permit another to do so without Warringah IT’s prior written consent.

* All software provided by Warringah IT is on an “AS IS” basis with no warranties of any kind and Warringah IT will not be liable for any damages of any kind arising from its use. Warringah IT further disclaims all warranties, expressed and implied, including without limitation, any implied warranties of merchantability or fitness for a particular purpose.

* Backup and recovery setup and assistance is offered by Warringah IT on a ‘good faith’ basis, and under no circumstances does Warringah IT guarantee recovery of any data or further loss.

* The Customer indemnifies Warringah IT against all and any demands, claims, actions and proceedings whatsoever and howsoever arising in connection with and arising out of any Backup.

* Warringah IT shall not be liable for any non-performance, delay, errors, data loss or other loss caused by any event reasonably beyond Warringah IT’s control including, but not limited to, Ransomware or other related viruses, acts of God, war, hostilities, revolution, civil disorder, national emergency, strikes, lockouts, unavailability of supplies, epidemics, fire, flood, earthquake, force of nature, explosion, embargo or any law, proclamation, regulation, ordinance or other act or order of any court, government or governmental agency.

* The customer acknowledges that Warringah IT may change these terms and conditions from time to time and will provide updated terms and conditions at the following website: www.warringahit.com.au/terms

Severability

* These Terms and Conditions replaces and supersedes all previous Terms and Conditions Warringah IT have issued.

Force Majeure

* A Party shall not be obliged to perform any obligation if it is prevented from doing so by a situation of force majeure. “Force majeure” shall also include a situation of force majeure for Warringah IT’s suppliers, improper performance of obligations by suppliers prescribed by the Customer for Warringah IT, as well as defects in objects, materials or software of third parties which the Customer has required Warringah IT to use.

* If a situation of force majeure lasts for more than 90 days, the Parties shall be entitled to terminate the Terms by rescinding it in writing. What has already been performed pursuant to the Terms shall in that case be settled proportionately, without the Parties otherwise owing each other anything.

Governing Law

* The terms and conditions are governed by the law of New South Wales and each party submits to the non-exclusive jurisdiction of the courts of that State in respect of any proceedings arising in connection with these Terms and Conditions. Each party waives any objection to the venue of any legal process in these courts on the basis that the process has been brought in an inconvenience forum.