PSQ GROUP TERMS & CONDITIONS OF SERVICE & SUPPLY
This document and the processes, procedures, concepts and comments contained herein are proprietary, including third party proprietary rights.
At PSQ our focus is to provide the appropriate IT solutions and services that empower our partners to achieve their goals. We do this by making it our highest priority to understand your business. We learn about what you do, what your plans are for the future, and what is important to you. In other words; we make it our business to learn about your world from your point of view. After we understand your business, then we put our expertise with IT at your service to help you achieve your business goals.
We believe that being proactive cuts costs and maximises uptime and productivity. While we will respond very rapidly to unexpected problems, we prefer to foresee them and thereby minimise downtime. This makes your world predictable.
Our aim is to grow a long-term partnership with you and your business. We work with you to help you get to where you want your business to go. To assist with this, it is important for PSQ Group to outline the terms & conditions that PSQ Group engages and services its clients on.
With both parties understanding these terms & conditions potential misunderstandings and confusion should be avoided as the services provided by PSQ Group are performed under these terms and conditions.
PSQ Group reserves the right to review these terms & conditions from time to time. Clients can review the terms & conditions at any time as they are available publicly on our website www.PSQ Group.com.au.
An agreement between us "PSQ Group - Supplier" and you the "Client - Customer" is formed when we receive a purchase order and or request from an employee of the customer via posted hard copy purchase order, email, fax or any other form of observable communications. When this agreement is formed, it shall be subject to PSQ Group terms and conditions as outlined in this document.
1.1. "Agreement" means the Terms and Conditions set out herein.
1.2. "Client or Customer" means the person or company placing an order or requesting a quote
1.3. "PSQ Group" or "Supplier" means PSQ Group Pty Ltd, ABN (32 165 953 104)
2. PAYMENT TERMS
2.1. All repairs and supplies are C.O.D. and payment is due upon delivery, pickup or installation of the goods unless otherwise arranged or the client has an approved 30-day account application and is within credit terms;
2.2 For any orders the client shall pay an agreed deposit for the entire hardware value of the order upon placement of an order. Upon physical delivery of goods to the address specified by the client or purchase order, the Client shall pay to the Supplier the balance of the entire hardware value of the order.
2.3. Notwithstanding the above, the Supplier may at its sole discretion request full payment for clients who do not have a proven trading history with the Supplier or cancel an existing credit facility where the client has failed to meet its obligations in the past.
2.4. Where an invoice remains unpaid past its due date, the Supplier reserves the right to charge the client interest on overdue amounts at a rate of 12% per year or the published cash rate published by the Reserve Bank of Australia whichever is the higher. In addition, the supplier reserves the right to charge a monthly account administration fee of $10.00 per month for monies owing greater than 90 days from invoice date.
3.1. The Client shall be responsible for and pay to the Supplier in a timely fashion pursuant with clause 2.1, all expenses incurred due to the enforcement of the Suppliers rights as per the Terms and Conditions contained herein.
3.2. These charges may include but are not limited to fees payable to collection agencies incurred because of a default on behalf of the Client pursuant to clause 2.1 and any fees whatsoever payable to solicitors or other parties because of the breach.
4. RISK AND TITLE
4.1. All risk of loss or damage to Goods will pass to the Client upon delivery of the Goods to the Client or an authorised representative or agent of the Client.
4.2. Notwithstanding the risk passed onto the client upon delivery as per clause 4.1, title to all Goods delivered remain with the Supplier until all monies owing on the goods is paid in full.
4.3. Until all invoices relating to the goods are paid in full the Client must;
4.3.1. hold goods as Bailee for the Supplier;
4.3.2. agree to hold goods in such a way that they are easily identifiable as property of the Supplier.
4.3.3. not sell or offer for sale the Goods;
4.3.4. grant the Supplier the right to and expressly authorise them to enter the premises at any reasonable time without liability of trespass or other damages incurred as part of the action, to repossess the goods should the Client be in default by breaching payment terms pursuant to clause 4.1.
4.3.5. agree to pay all costs associated with the repossession of goods should this occur pursuant to clause 4.3.4 including but not limited to any transport costs and restocking fees as per clause 12.4
5.1. Delivery of Goods will be made to the address listed on the purchase order unless otherwise stated in writing. If an address is not printed on the purchase order, delivery of Goods will be made to the address listed on the accepted quotation.
5.2. The Supplier shall make all reasonable attempts to meet the scheduled delivery date(s) set out in the quote however will not be held liable for failure to meet these dates.
5.3. If the Supplier is unable to complete the delivery within the agreed time schedule due to a fault on the Client's behalf, the Client will be liable for all charges and costs incurred including but not limited to warehousing, transportation and redelivery costs.
5.4. Unless otherwise stipulated in writing, the Client is responsible for all delivery and freight charges.
6.1. Where the Supplier is requested or required to store goods in their warehouse for periods of greater than thirty (30) days the Supplier reserves the right to invoice the Client upfront for all costs already incurred by the Supplier and the Client must agree to pay such invoices as per the appropriate terms pursuant to clause 2.1.
6.2. Where the Supplier warehouses or stores Goods on behalf of the Client due to a delay on behalf of the Client or on the request of the Client, the Client must agree to pay a warehousing fee of 5% of the total quoted value of all goods in storage per quarter or part thereof. These charges will be invoiced quarterly in advance.
7.1. Unless otherwise stated, all quotes are valid for a period of 14 days from the date of issue.
8.1. All prices quoted within contract documentation and quotations are in Australian dollars.
8.2. Pricing for Goods are based on quoted prices from a third-party supplier and as such variations can occur. Where a price increase has occurred between initial quote and purchase order the Client will be advised of such a price rise and be given the option to either accept the variations in writing and proceed or cancel the order without further costs other than those already incurred.
8.3. Unless otherwise stated all prices exclude all duties and taxes including GST payable in respect to the Goods. The Client agrees to pay all such duties and taxes and to reimburse the Supplier for payment of same.
9. WARRANTIES AND REPAIRS
9.1. Our goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and for compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.
9.2. All service, repairs and supplies are C.O.D. unless otherwise arranged or the client has an approved 30-day account application and is within credit terms.
9.3. PSQ Group 30 Day Labour Warranty applies from the date the repaired unit is repaired. Part Warranty is as per the Manufacturer's Warranty and would apply from date of listing by PSQ Group.
9.3.1 Definition of Repair - only the repairs specified on the front of the invoice is warranted. A repair does not in any way guarantee the performance of the repaired machine in total.
9.4. It is the customer's responsibility and cost to transport the unit to PSQ Group for repair/service and for return transportation. This applies even to units under warranty.
9.5. PSQ Group is under no obligation to provide a relief unit in any circumstances what so ever. Relief units may be loaned or hired if available.
9.6. Any Loan/Hire machines lost or damaged will be the customers' liability.
9.7. All goods left for repair are at owner's risk and should be insured by the owner against fire, theft and malicious damage whilst in the care of PSQ Group.
9.8. The customer is responsible for the security and backup of all their software and data prior to repair, including any licenses or security codes. Whilst all due care and diligence is taken during the service or repair of equipment, PSQ Group will not be held responsible for any loss of Software or Data stored on the equipment.
10. SEVERABILITY AND WAIVER
10.1. The individual provisions and conditions of this agreement are enforceable independently of all other provisions and conditions and if, at any stage, any part(s) or provision(s) of this agreement is deemed invalid, unlawful or unenforceable such provision(s) shall be severed and the validity of the remaining provisions and conditions shall continue.
10.2. No forbearance, delay or indulgence by either party in enforcing the provisions of this Contract shall prejudice or restrict the rights of that party, nor shall any waiver of those rights operate as a waiver of any subsequent breach.
11. FORCE MAJEURE
11.1. The Supplier shall not be liable for any failure to perform its obligations in the provision of Goods for any cause beyond its reasonable control including but not limited to acts of God, natural disasters, and defaults by subcontractors, acts of war, riots and strikes.
12.1. The Client shall not be entitled to return Goods for credit without prior written approval from the Supplier.
12.2. Where Client’s has returned goods that are not in an 'as new' or saleable condition, the Client will be held liable for all costs required to return the goods to a saleable condition or the shortfall in the sale price that the Goods can be sold for.
12.3. The Client will be responsible for all transport costs to return the Goods to the closest Supplier office.
12.4. Where the Goods provided were as per a purchase order by the Client and the Supplier has not misrepresented the function of the goods a restocking fee of up to 10% of the total order value may be charged.
13. SERVICE CHARGES & TERMS
If you wish to confirm rates and travel charges for your products and services, please contact us on (08) 1300 881 840.
13.1 The Client recognises that support issues are not always easy to resolve. It may be necessary to investigate or attempt more than one resolution, especially if the issue is caused by a software or hardware issue. Under certain circumstances it may not be possible to resolve a specific issue totally. Wherever possible, PSQ Group will suggest alternative approaches to work around problems that arise that cannot be fully resolved. Provided PSQ Group acted in a reasonable manner, time spent in these circumstances is chargeable by PSQ Group.
13.2 21st PSQ Group service rates vary slightly depending on the product and service being provided.
13.3 21st PSQ Group provides its services on a time & materials basis at the current applicable rate.
13.4 Services provided outside of business hours (Monday to Friday 8.30am - 5pm) are charged at 2* times (double) the applicable rate.
13.5 PSQ Group reserves the right to review and change its rates.
13.6 PSQ Group classifies its support into 5 separate categories:
13.6.1 Telephone & Email
13.6.2 Remote Access
13.6.3 in Workshop Support
13.6.4 Onsite Support
13.6.5 After Hours Remote and Onsite 24/7 Support
Telephone & Email Support
13.6.1. Dependant on the product being supported, the option of a support contract may be provided. Where a support contract is in place, our client is entitled to Telephone & Email Support at no charge, subject to your Service Agreement Contract. Please review your contract to determine and understand exactly what services are covered under your Service Agreement Contract.
22.214.171.124 Where there is no Support Contract for a product or service, Telephone & Email support will be charged on a time and materials basis at the current applicable rate in 15 minute increments with a minimum 15 min charge.
Remote Access Support
Note: This service is subject to a suitable ADSL connection being installed at the customer's premises and the appropriate remote access software has been installed on the customer's hardware; upgrading this software or changing the password may prevent remote support working.
13.6.2 Dependant on the product being supported, the option of a support contract may be provided. Where a Service Agreement Contract is in place, our client is entitled to Remote support as per their agreement. Please review your Service Agreement Contract to understand exactly what services are covered under your agreement.
126.96.36.199 Where there is no Service Agreement Contract for a product or service, Remote support will be charged on a time and materials basis at the current applicable rate in 15 minute increments with a minimum 15 min charge.
Workshop Service Support
13.6.3 In Workshop Service Support is where PSQ Group provides support services from within its Office. This may relate to hardware servicing, Investigation Work, Report Writing, Training, and other services. All cost related to the pickup and the delivery of all goods is the responsibility of the customer
188.8.131.52 In Workshop Support is charged in 15 minute increments at the current applicable rate with a minimum 1 hour charge.
13.6.4 Where onsite support is provided within 30 KM Perth CBD area, PSQ Group will charge a call out fee unless specified within your Service Support Agreement.
184.108.40.206 Where onsite support is provided outside of the 30 KM of the CBD area, PSQ Group will charge an hourly rate for travel.
220.127.116.11 In addition to the call out fee or the travel charge (if applicable), onsite support is charged at the applicable rate in 15 minute increments with a minimum 1 hour charge.
To confirm current service rates and call out charges please contact us on (08) 1300 881 840.
After Hours Phone, Remote and Onsite 24/7 Support
To confirm current service rates and call out charges please contact us on (08) 61300 881 840.
After Hours Phone & Remote.
Note: This service is subject to a suitable internet connection being installed at the customer's premises and the appropriate remote access software has been installed on the customer's hardware; upgrading this software or changing the password may prevent remote support working.
13.6.5 Dependant on the product being supported, the option of a support contract may be provided. Where a Service Agreement Contract is in place, our client is entitled to Remote support as per their agreement. Please review your Service Agreement Contract to understand exactly what services are covered under your agreement.
18.104.22.168 Where there is no Service Agreement Contract for a product or service, Remote support will be charged on a time and materials basis at the current applicable rate in 15 minute increments with a minimum 30 min charge.
After Hours Onsite
22.214.171.124 Where all onsite after hours support is provided within the metropolitan area, PSQ Group will charge a call out fee at double the standard rate or as per your Service Agreement Contract
126.96.36.199 Where all onsite after hours support is provided outside of the metropolitan area, PSQ Group will charge an hourly travel rate at double the standard rate or as per your Service Agreement Contract.
188.8.131.52 In addition to the call out or travel charge (if applicable), all after hours onsite support will be charged at double the standard rate in 15 minute increments with a minimum 1 hour charge or as per your Service Agreement Contract.
To confirm current service rates and call out charges please contact us on (08) 1300 881 840.
All loan equipment will be provided at the discretion of PSQ Group and will be supplied on an "as need and availability situation". All loan equipment will remain the property of PSQ Group and must be returned upon immediate request. PSQ Group reserves the right to charge a fee for all loan equipment. Any loan equipment returned in a damaged or unworkable condition will be assessed and all charges relating to repairing / servicing the loan equipment will be billed to the client. It is the client's responsibility to ensure that all loan equipment is fully insured against loss / theft or damage whilst in their possession.
15. RESPONSIBILITY FOR FINANCIAL DATA
15.1 PSQ Group is not responsible for any Client accounting, financial, or other business data. PSQ Group will assist with transfer of data to new systems, data fixes and similar activities where required, but ultimate responsibility rests with the Client to ensure accuracy and correctness. The client is responsible for meeting all audit and compliance requirements within their data. The client is responsible for retaining historical data and the backup processes of this data.
16. DATA FIXES AND DATA BACKUP
16.1 From time to time a client may request, or it may be necessary to fix a data related issue, directly via the database. Data Fixes can be complex, and while PSQ Group will provide best endeavours to resolve the data issue, the onus resides with the client to test the data fix in an appropriate time frame, provide feedback to PSQ Group, and validate the data fix has provided the correct result. PSQ Group is not liable for any issues relating from data fixes.
16.2 PSQ Group is not responsible for taking backups of data on the Client's system(s) while services are being provided or thereafter. The Client must ensure that regular backups are taken of data, consistent with accepted industry practices. This includes data that PSQ Group is working with while providing services (other than data on a consultant's own computer, or in PSQ Group Office for which the consultant is responsible for backing up). PSQ Group takes no responsibility for any off site back up provided by PSQ Group or any other third party organisation. Managed serviced clients are subject to the appropriate clause/s within the managed service agreement / document.
17. MALWARE - VIRUS PROTECTION
17.1 No Security Software is 100% effective; however, common sense when using the Internet is still critical to PC Security so please be careful where you go and what you click on! It is the clients’ responsibility to make sure their Server, Desktop PC's, notebook etc or any IT equipment is fully protected against Malware which includes Viruses, Worms, Spyware, Adware and Trojans. PSQ Group will at the clients request clean up any systems that have been infected with any of the above. This service will be provided at a time & materials basis at the current applicable rate. All PSQ managed services customers are subject to PSQ’s managed service agreement.
18. PROJECT IMPLEMENTATIONS
18.1 The project services costs constitute an estimate only. The actual services and related costs may vary from the estimate. On occasion the variance may be material. There are many reasons for this, including but not limited to:
18.2 Decisions taken during the project regarding allocation of tasks to PSQ Group or Client.
18.3 Changes to the planned solution that arises as a result of more information becoming available over time as the project progresses.
18.4 Problems that may arise with existing business data and reconciliations during the project.
18.5 Where there are defects in the products, PSQ Group will make all reasonable efforts to get these defects corrected by the manufacturer of the products. PSQ Group will also assist the Client in finding ways of using the products that compensate for or bypass the defects. It will also assist the Client in correcting any data affected by a defect, and provide related services. PSQ Group is not responsible for defects, and all services provided and disbursements incurred in accordance with this clause are chargeable.
18.6 PSQ Group will act in good faith and will make every effort to carry out its responsibilities in a professional manner. PSQ Group makes no warranty about the provision of Project Services other than as specified in the original sales proposal.
18.7 PSQ Group is not responsible for any accounting, financial or other business data. It will assist with transfer of data to new systems, but ultimate responsibility rests with the Client to ensure accuracy and correctness.
18.8 Any intellectual property (IP) created by PSQ Group as part of providing any services to the Client remains the property of PSQ Group, with no restrictions on the use of the IP by PSQ Group. The definition of the IP includes, but is not limited to custom reports, macros, automated procedures, software programs, operating/procedure manuals, checklists and other user documentation. The Client is entitled to unrestricted use of the IP at location(s) specified in the Sales Proposal, subject to any other specific terms and conditions that may be agreed to elsewhere in the Sales Proposal, but may not sell it or in any other manner provide it for use by any other party.
19. Hardware and Hardware Related Software Sales
19.1 Where PSQ Group sells Hardware & Hardware Related Software (Operating Systems, MS Office, Backup Software, Anti-Virus Software), it does so on a COD basis only; except to an approved account customer.
19.2 PSQ Group will notify the client in advance of the date of delivery and payment is required to be made on the day of delivery.
20.1 Unless otherwise provided in this Agreement, you must not, and must procure that each of your directors, officeholders and employees do not, during the Term and for a period of 12 months following termination of this Agreement, employ or solicit directly or indirectly or through any related or interposed body corporate, trust, principal, agent, shareholder, beneficiary, contractor, consultant or any other capacity) the employment or contract or consultancy or any other similar capacity any of our or our related parties staff or contractors or to enter into any other paid services for or with you.
20.2 If clause 20.1 is not complied with then you must pay to us liquidated damages, and which the parties agree is not a penalty, an amount equal to 50% of the total compensation, including but not limited to, salaries, wages, superannuation, bonuses, commissions, employee benefits, fees and other payments which the employee or subcontractor or consultant received during the prior 12 months of his or her employment, contract or consultancy with us.
20.3 This clause 20.3 does not limit any other remedies available to us for any other breach of this clause 20.3 or this Agreement, nor shall it preclude us from asserting any cause of action independent of this clause 20.3.
Except as required by law, each party must not, during the Term or at any time thereafter, disclose to any person any Confidential Information of the other party nor make use of any of the other party's Confidential Information whether directly or indirectly:
21.1 without the other party's prior written consent, unless such disclosure is made in the proper course of our duties under this Agreement, or, where the disclosures are:
(i) of information in the public domain;
(ii) in respect of your information, of information typically disclosed in information sharing meetings, including but not limited to IT managers meetings;
(iii) made by us to suppliers in the process of soliciting tenders, quotes or supplies;
(iv) made by us as reasonably expected to occur in the provision of the Services; or
(v) is required to be disclosed by law or by us to a governmental body or authority or by us under the rules of any stock exchange where our or our Related Party's shares are listed.
21.2 A party (first party) on the other party's request, must deliver up to the other party all materials comprising or containing any of the Confidential Information of the other party and all other property of the other party which may then be in the first party's possession, custody or control, except for, where required for the first party's corporate records, one copy of such.
21.3 You acknowledge and agree that our Personnel will from time to time make copies of your current data to facilitate offsite support and after hour's maintenance or development.
21.4 Each party acknowledges that a breach of clause 20.1 would be harmful to the other party's business; and money damages will not be, by itself, an adequate remedy for breach of this Agreement, and that the other party is entitled to equitable relief which may include the grant of an injunction.
21.5 Notwithstanding clause 20, and except to the extent this Agreement is available on our Website, you agree that all the terms of this Agreement, including but not limited to, all fees, rates and charges, how fees, rates and charges are charged, payment terms and, all quotes, details of the method of operation of us, are strictly confidential. You must not under any circumstances provide to any other person a copy of this Agreement for any purpose whatsoever, including to obtain comparative rates.
22. LIMITATION OF LIABILITY
22.1 PSQ Group provides its services on a best endeavours basis and accepts no liability or provides no indemnity for any damages inadvertently caused in respect of its services, whether the damages are direct or indirect.
23.1 Notwithstanding any other clause in this agreement, in no circumstances will the supplier be liable in contract, tort (including negligence or breach of statutory duty) or otherwise for loss (whether direct or indirect) of profits, business, productivity, or anticipated savings, corruption, loss or destruction of data, failure of a backup to run correctly or for any indirect, special or consequential loss whatsoever.
24. GOVERNING LAW
24.1 This agreement and all related matters are governed by and construed in accordance with the laws of Western Australia, Australia, and the parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of Western Australia.
25.1 We warrant to you that we will perform all services in a professional and workmanlike manner. We make no warranties applicable about any third-party products. Any warranties applicable to any goods / third party products are given solely by the original manufacturer or vender and we have no responsibility or liability for the failure or fault in, or to maintain or service, any goods/ third party products.
26. ENTIRE AGREEMENT
26.1 This Contract constitutes the entire agreement between the parties in respect of the matters dealt with in this Contract and supersedes all prior agreements, understanding and negotiations in respect of the matters dealt with in this Contract.
If you have questions about our Terms and Conditions, please contact us at email@example.com or on 1300 881 840. or by post to Level 3, 16/326 Hay Street, Perth WA 6000 Australia