RSS    

UXC Connect Standard Terms and Conditions

The following terms are the complete and exclusive agreement between the parties in respect
of supply of products or services by UXC Connect Pty Limited (UXC Connect) ABN 69 001 002 731

a. Definitions

i. Maintenance Services: UXC Connect agrees to restore Products to good working order and will perform any other maintenance activities detailed in the selected Service Description, including service levels (if any).

ii. Other Services: These include time and materials work and ad hoc consulting work as available from UXC Connect from time to time.

iii. Product(s): means hardware and software which are resold or maintained by UXC Connect subject to manufacturer’s specifications, software licences and warranties. Options and accessories must be separately listed.

iv. Schedule(s): means a UXC Connect Maintenance Schedule contain details of the Products, Maintenance Services and other relevant details.

v. Service Description: means a document describing services, service levels and any other relevant terms and conditions, which forms part of this Agreement.

vi. Warranty: means the repair of manufacturing defects during the manufacturers’ stated warranty period and are generally return to depot services.

b. Charges and Payment: Products, Maintenance Services and applicable Charges are due and payable within 30 days of the date of invoice. Recurring maintenance charges are billed in advance.

c. CPI: UXC Connect may revise its charges each 12 months but such variations will not exceed the changes in the Australian Consumer Price Index (CPI) – All Groups.

d. Exchange Rate Fluctuation: Product(s) are subject to exchange rate fluctuation. UXC Connect may (if the products or services have not yet been delivered to you) vary its price to take into account the changes in exchange rate as at invoice date.

e. Term and Renewals: Warranty, Maintenance Services and Charges commence on the date of delivery of the Product and are payable, in advance, for the initial 12 month term. Warranty and Maintenance Services pricing for subsequent terms is subject to variation (subject to variations in Supplier pricing). Maintenance Services automatically renew annually for successive twelve-month terms unless terminated by either party by giving at least 60 days written notice prior to the next renewal date.

f. Taxes: Charges are inclusive of any customs and import taxes but are exclusive of any goods and services tax (GST). You agree to pay the GST.

g. Amendments: No customer invoice or purchase order terms override this Agreement. Any amendments must be in writing signed by both parties.

h. Delivery and Installation Charges: Charges, unless otherwise stated, exclude delivery and installation fees. Any non-standard delivery requirements (eg stairs, difficult or narrow access) will require a site inspection and additional charges may apply.

i. Customer Obligations: Customer is required to provide resources, facilities and conduct
reviews and approvals as set out in the project plan (if any) by the time and dates agreed. In the event of delays, the schedule will be adjusted and any additional costs incurred will be payable by the customer. Customer is responsible for all site approvals (including landlord and council if any), cabling, power and/or environment preparation required. Customer is responsible for all data security and backup and will implement suitable antivirus protection measures.

j. Termination: Either party may terminate this Agreement in whole or in part if the other party is in breach or default of its obligations and fails to remedy the same within 14 days of written notice. No termination for convenience applies.

k. Warranties: UXC Connect warrants that it will perform the services using all requisite care and skill and workmanship. Parts are warranted as new and may be or contain refurbished components. A 30 day warranty will apply to replaced parts and associated repair services. For Product(s), UXC Connect assigns to you the benefit received by UXC Connect of any end user warranty period and warranties provided by the manufacturer. Warranty uplift service is an additional Maintenance Service provided by UXC Connect to supplement the manufacturer’s warranty and you assign to
UXC Connect the right to claim under that manufacturer’s warranty.

l. Site Safety: You will ensure that the site where the Products are located is safe and complies with all relevant health and safety laws and regulations. UXC Connect may suspend or refuse service if conditions at the site are in its reasonable opinion unsafe.

m. General Liability: Notwithstanding any other provisions in this agreement or implied by law, UXC Connect’s cumulative liability during the term (and any renewals) for all actions, claims and defaults including negligence will be limited as follows:
a. For injury to natural persons (including death), is not limited;
b. For damage to or loss of physical property, is limited to an amount of $5,000,000; and
c. For any other damage or loss, is limited to the lesser of either i) the amount of actual direct damage or loss, or (ii) the amount paid by you to UXC Connect in the last 12 month period in relation to actual the Services and/or Products that gave rise to the claim.
Notwithstanding any provisions of this Agreement, in no event shall UXC Connect be liable for any special, incidental, indirect economic or consequential damages or for loss of profit, third party claims or revenue or data howsoever caused, regardless of whether UXC Connect was advised of the possibility or likelihood of such loss or damage.
Products and Services supplied by UXC Connect are not designed to be used in high risk and/or life support environments where errors or failures could lead to injury or death without adequate fail safe and redundancy systems.

n. Statutory Rights: Notwithstanding the above, if UXC Connect is in breach of a condition or warranty implied by the Trade Practices Act (or similar legislation in other Australian States or Territories), then UXC Connect’s liability, to the extent permitted by law, is limited at its option, to the repair or replacement of the goods or paying the cost of having the goods repaired or replaced.

o. Delays: UXC Connect shall not be liable for the consequences of any delays or inability to perform caused by circumstances or events beyond the reasonable control of UXC Connect or
its suppliers.

p. Exclusions:  Maintenance Services exclude:
i. Items which are not listed in a UXC Connect invoice or Schedule ;
ii. Service for items that are not at a minimum current hardware and software version configuration;
iii. Upgrading, modifying or refurbishing;
iv. New versions or releases of software, including microcode except as specifically detailed in a Schedule;
v. Supply and installation of consumables (including user replaceable items);
vi. Updates to documentation unless normally supplied by the manufacturer;
viii. Repairs required due to:
a) Misuse or abuse
b) Damage or malfunction caused by fire, smoke, heat, water, flood, storm, lightning, electrical failure and any other Act of God,
c) Repairs or modifications by any party other than UXC Connect;
d) Use other than in manufacturer’s specified operating environment;
e) Products being moved by any person (other than UXC Connect) who has not complied with manufacturer’s instructions
f) Use in excesses of its rated life span, become unserviceable or worn out;
g) Manufacturer recalls including product or parts replacement or substitution;
viii. For warranty uplift services, inability or refusal of the manufacturer to provide services or spares under any warranty that you have assigned to UXC Connect.

Where the above exclusions apply, UXC Connect will advise you and may offer to provide continue to provide service on a chargeable time and materials basis.

q. Title and Risk: Risk passes to you on delivery of the Products. Title passes to you when
UXC Connect receives payment in full for each Product. For replacements parts provided under Maintenance Services, title in parts will pass and vest between the parties upon exchange.

r. Software: All software is licensed and subject to the original licensor terms and conditions generally supplied with the software or available on request. Any support or warranty is as offered by the original licensor.

s. Third Party Products and Services: Third party products (including software) are resold by UXC Connect on the basis that they are not returnable, are sold as is subject to manufacturers specifications and warranty is on a return to manufacturer basis. Any support services in respect
of third party products will be subject to the manufacturer service description and service levels
(if any).

t. Change Control: The parties will agree on a change control process to ensure that all changes are requested and performed in a controlled and audited manner. Specifically, the party requesting the change will provide detailed requirements and specifications to allow the responding party to properly access and quote on the change. If the change is within scope and a minor variation, the responding party will perform the analysis at no additional charge. If the change is major or out of scope, the responding party may provide an indicative order of magnitude and estimate the additional costs of preparing a formal quote, and if requested to proceed with a formal quote, the costs are payable by the requesting party regardless of whether the actual change proceeds or not.

u. Publicity: The parties agree to co-operation and reasonably consent to the other party using their name, relationship and details of any project or services for reasonable promotional purposes.

v. Poaching: Each party agrees that, for the duration of this Agreement and for 1 year after its expiry, neither will directly or indirectly employ or engage as an employee or contractor nor solicit the employment of each others' employees or contractors, that are or were connected with or have come into contact with the other as a result of this Agreement, unless the others party’s prior written approval is obtained.

w. Export Laws: Products, including technical information, software and services of United States origin may be subject to US and Australian export and re export control laws. You agree to comply with these in the use and export of the same.

x. Governing Law: These terms are to be construed subject to the laws and courts
of New South Wales.

How is personal information used?

The personal information that we ask for is generally used to provide goods or services to you.
We may also use your personal information in other ways to provide you with superior service, including by other members of the UXC Group of companies. This may include using your personal information to advise you of new products and services. You have the right to tell us that you do not want us to send information to you other than for the main purpose for which we have collected your personal details. Where possible, we try to ensure that our disclosure of information to other organisations (for example market researchers, and others with whom we have commercial arrangements) is in a way which does not personally identify individuals.

Access to your personal information

We will provide you with access to any of your personal information we hold (except in the limited circumstances recognised by privacy law). If you require access to your personal information,
please e-mail the Privacy Officer below. Of course, before we provide you with access to your personal information we will require some proof of identity. If you need to update your information (eg. if you change your address), please contact your account manager so we can make the change.

More information

More information about Privacy law and the National Privacy Principles is available from the Federal Privacy Commissioner at www.privacy.gov.au

Contact Information

For any queries or concerns in relation to privacy, including a copy of the National Privacy Principles, please contact our Privacy Officer whose details are listed below:

Lisa Timbs, Privacy Officer
Telephone: 61 2 9847 7722
Fax: 61 2 9847 7881
lisa.timbs@uxcg.com.au

privacy page

Copyright © 2010 UXC Connect

copyrightdisclaimerprivacy policyUXC