TOTALCare I.T. Support

1. TOTALCare I.T. Support

  1. Telnetworks (ABN 64 129 551 453) will be referred to as the “I.T Support Company” or “Telnetworks” or “I.T Technicians” or “The Company”.
  2. Your business name, Your ABN Number or Your Name will be referred to as “the client”, “client” or “The Customer”.

2. Commencement Date & Agreement Term

  1. The Agreement commences on the Commencement Date stated in the Service Agreement and is in force for the Agreement Term.
  2. The Customer may terminate the Agreement within the Agreement Term, by providing one month’s written notice of the Customer’s intention to terminate and reasons for termination.
  3. The Agreement will be automatically renewed at the end of the each Agreement Term for a similar period unless either party gives the other party written notice of non-renewal, no less than 30 days before the expiry of the Agreement Term.
  4. The Agreement when renewed will be based on our prevailing service and support fees stated in the Service Agreement.

3. Support Services

  1. Telnetworks will provide to the Customer the support services listed in the Service Agreement.
  2. Telnetworks will provide the support services at the nominated location(s) set out in the Service Agreement.

4. Payment Terms

  1. Telnetworks will invoice the Customer for the Support Services in advance billed in monthly billing cycles
  2. Telnetworks will issue invoices electronically to the Customer administrative email address set out in the Service Agreement.
  3. Invoices are due and payable by the Customer net seven (7) days of the date of the invoice.

5. Customer Responsibilities

  1. The Customer will ensure that a primary technical contact is appointed who is responsible for ensuring that the Customer performs its obligations under the Service Agreement, and will be the primary Customer contact for communications between Telnetworks and the Customer in respect of the Service Agreement.
  2. The Customer confirms that it will:
    1. Log all system defects, problems or technical issues by calling 1300700077.
    2. Notify Telnetworks “help desk” promptly of all equipment, network or software issues or problems.
    3. Not perform nor allow any third party other than our approved personnel, to perform hardware or software maintenance or repair work, make system alterations or modifications of any nature whatsoever to the equipment, network or software without prior written approval of Telnetworks.

6. Customer Warranties

  1. The Customer warrants that it has or will obtain appropriate rights or licenses to any software, required in order to provide the support services.
  2. The Customer warrants that during the Agreement Term it will ensure no person except approved personnel are able to access the equipment in respect of which Telnetworks has agreed to provide support services under the Service Agreement.
  3. The Customer may request that Telnetworks provide the Customer with passwords and access details for the equipment which Telnetworks has agreed to provide support services under this Service Agreement. In such event, Telnetworks will provide the necessary information to the Customer but thereafter the Customer warrants that Telnetworks will not be responsible for services on the nominated equipment.

7. Support Personnel

  1. The parties will each make available such personnel as are necessary to enable each other fulfill their respective obligations under the Service Agreement, and ensure that the personnel provided have the requisite skills and experience.
  2. Telnetworks will ensure its personnel, when on the Customer premises comply with the reasonable requirements and directions of the Customer with regard to conduct, behavior, safety & security.

8. Intellectual Property Rights

  1. The Customer agrees that any materials including all intellectual property rights such as copyright and confidential information embodied in those materials created or used by Telnetworks or its personnel pursuant to or in the course of providing the support services shall remain the sole and complete property of Telnetworks.
  2. Subject to the Customer not being in default of any obligation under the Service Agreement, the Company grants the Customer a non-exclusive and non-transferable license to use such materials solely for the Customer’s own internal use.
  3. This license does not include any right to reassign, sub-license or otherwise deal with the rights granted to the Customer under the Service Agreement.M

9. Confidentiality

  1. Each party will ensure that its employees, contractors and agents treat, as confidential the Commercial and business information of the other.
  2. The party who receives confidential information must not without the written consent of the other:
    1. use it except in performing its obligations under the Service Agreement;
    2. Disclose or allow it to be disclosed to any person except its approved employees and subcontractors and then only to those who need to know and who agree to be bound by these obligations of confidentiality.
    3. Telnetworks will not represent itself, and will ensure that its employees, contractors and agents do not represent themselves, as being employees or agents of the Customer.

10. Loss or Theft

Each party shall be responsible for any loss, theft or damage to its own equipment and property.

11. Dispute Resolution

  1. If a dispute arises out of or relates to the Service Agreement, the party claiming that a dispute has arisen must give written notice to the other party specifying the nature of the dispute.
  2. On receipt of that notice by that other party, both parties must endeavor to resolve the dispute expeditiously using informal dispute resolution techniques.
  3. If the parties do not resolve the dispute within fourteen (14) days of receipt of the notice then the parties are at liberty to take such steps as they consider appropriate to resolve the dispute.
  4. Unless prevented by the nature of the dispute, the parties will continue to perform under the terms of the Service Agreement while attempts are made to resolve the dispute.

12. Exclusions & Limitations

  1. If under any law, terms, conditions or warranties, which apply to the supply of goods or services pursuant to the Service Agreement, cannot legally be excluded, restricted or modified then those terms, conditions and warranties apply to the extent required by law.
  2. Except as stated in the Service Agreement all terms, conditions and warranties, which would otherwise be implied, are excluded.
  3. To the extent permitted by law the sole liability of Telnetworks for any breach of any term, condition or warranty shall be determined under this clause or if that provision is held to be unenforceable in the circumstances, is limited - in the case of goods supplied by Telnetworks to any one of the following as determined by Telnetworks
    1. The replacement of the goods or the supply of equivalent goods;
    2. The repair of the goods;
    3. The payment of the cost of replacing the goods or of acquiring equivalent goods;
    4. The payment of the cost of having the goods repaired;
    5. In the case of services supplied by Telnetworks to any one of the following as determined by the Company
    6. The supplying of the services again;
    7. The payment of the cost of having the services supplied again.
    8. Telnetworks will not supply or be obliged to supply any goods or services under the Service Agreement that are not specifically itemized in the Technical Support Services Schedule mentioned in this document.

13. General

  1. The Service Agreement constitutes the entire Agreement between the parties and no written or oral agreement, arrangement or understanding made or entered into prior to the execution of the Service Agreement may in any way be read or incorporated into the Service Agreement, except as set out in the Service Agreement.
  2. The Service Agreement may only be varied in writing and with the consent of both parties.
  3. A party is excused from performing its obligations to the extent it is prevented by circumstances beyond its reasonable control (force majeure), such as acts of God, natural disasters, acts of war, riots and strikes outside that party’s organization, failure of communications, carriage services, software bugs, hardware faults, or the like. When these circumstances arise, the affected party will give notice of them to the other as soon as possible, identifying the effect they will have on its performance, and will make all reasonable efforts to minimize the effects.
  4. A waiver by either party of a breach will not be regarded as a waiver of any other breach. A failure by either party to enforce a provision will not be interpreted as a waiver.
  5. The Service Agreement will be governed by, and construed in accordance with, the laws in the State of Victoria and the Commonwealth of Australia.

14. Accepting Terms

By accepting our IT Support Services both parties agree that they have read this Agreement, understand it, and agree to be bound by its terms and conditions, and further agree that this Agreement is the complete and exclusive statement of agreement between the parties and that it supersedes all proposals or prior agreements, oral or written, and any other communications between the parties relating to the subject matter of this Agreement.