Website Terms & Conditions

Definitions and Interpretation

In these Conditions, the Rate Schedule and every Quote, Order, Plan contract, or other arrangement in connection with the supply of Goods or Services by Computer Services Group the following words have the following meanings:

1. General

1. Words denoting the singular number only shall include the plural number and vice versa;
2. Reference to any gender shall include every other gender;
3. A Reference to any Act of Parliament, Statute or Regulation shall include any amendment currently in force at the relevant time and any Act of Parliament, Statute or Regulation enacted or passed in substitution therefore;
4. Headings and words put in bold are for convenience of reference only and do not affect the interpretation or construction of these Conditions;
5. All references to dollars ($) are to Australian Dollars;
6. A reference to time is to Queensland, Australia time;
7. A reference to an individual or person includes a corporation, partnership, joint venture, association, authority, trust, state or government and vice versa;
8. A reference to a recital, clause, schedule, annexure or exhibit is to a recital, clause, schedule, annexure or exhibit of or to these Conditions;
9. A recital, schedule, annexure or description of the parties forms part of these Conditions;
10. A reference to any agreement or document is to that agreement or document (and, where applicable, any of its provisions), as amended, novated, supplemented or replaced from time to time;
11. Where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning;
12. A reference to "includes" means includes without limitation;
13. A reference to "will" imports a condition not a warranty; and
14. A reference to bankruptcy or winding up includes bankruptcy, winding up, liquidation, dissolution, becoming an insolvent under administration, being subject to administration and the occurrence of anything analogous or having a substantially similar effect to any of those conditions or matters under the law of any applicable jurisdiction and to the procedures, circumstances and events which constitute any of those conditions or matters.

1.1 Applications Of These Conditions

Unless otherwise agreed by Us in writing, these Conditions are deemed incorporated in and are applicable to (and to the extent of any inconsistency will prevail over) the terms of every Quote, Order, Plan, contract, or other arrangement in connection with the supply of Goods and/or Services by Us to You.

The invalidity or enforceability of any one or more of the provisions of this Agreement will not invalidate, or render unenforceable, the remaining provisions of this Agreement.

1.2 Commitment Term

1. The minimum term that You acquire the service for is outlined in Our Quote to You, beginning from the first of the next month after the date of signing or approving the Quote.
2. After the expiry of the Committed Term, an extension of the Term will automatically commence for the same period as the original Committed Term and will continue indefinitely, unless earlier terminated by you as specified in Clause 1.3.

1.3 Termination

1. This Agreement may be terminated by You upon ninety (90) days written notice if We:
   1. Fail to fulfil in any material respect its obligations under this Agreement and do not cure such failure within thirty (30) days of receipt of such written notice;
   2. Breach any material term or condition of this Agreement and fail to remedy such breach within thirty (30) days of receipt of such written notice;
   3. Terminate or suspend our business operations, unless it is succeeded by a permitted assignee under this Agreement.
2. This Agreement may be terminated by Us upon ninety (90) days written notice to you.
3. If either party terminates this Agreement, we will assist you in the orderly termination of services, including timely transfer of the services to another designated provider. You agree to pay us for rendering such assistance at our normal rates as outlined in our current Rate Schedule.
4. Should You wish to terminate this Agreement before the end of the commitment term, You agree to pay all of the remaining payments up until the end of the commitment term.

1.4 Representations

You acknowledge that no employee or agent of Ours has any right to make any representation, warranty or promise in relation to the supply of Goods or Services other than subject to and as may be contained in the Conditions.

1.5 Notices

Any notices given under the Conditions shall be in writing and sent by e-mail to the last notified e-mail address of yours.

1.6 Governing Law

The Conditions shall be governed by and construed in accordance with the laws of Queensland and the parties agree to submit to the non-exclusive jurisdiction of the Courts of Queensland.

1.7 Assignment

You may not assign Your rights and obligations under this Agreement without the prior written consent of Us.

1.8 Variation Of These Terms And Conditions

We may at any time vary these Terms and Conditions by publishing the varied Terms and Conditions on Our website. You accept that by doing this, We have provided You with sufficient notice of the variation. We are under no other obligation to notify You of any variation to these terms and conditions.

2. Goods and Services

2.1 Quotes

1. Term and effect: Quotes will only be valid for 7 days unless otherwise specified in the Quote. A Quote is merely an invitation to You to place an Order with Us and the acceptance of a Quote by You will not create a binding contract between You and Us.
2. Quote is valid for 7 days only. Expiry dates on quotes are set to be able to inform Us when the quote is still active or to be discarded.
3. Once a quote has been confirmed by Us, then the prices in the quote will be confirmed as the final agreed price.
4. The price in the final quote may vary from the original request if there is any price or product changes requested by You.
5. Quotes and estimates shall be deemed to correctly interpret the original specifications and are based on the cost at the time the quote or estimate is given.
6. Once the Quote has been confirmed and converted to an Order, the Order will be subjected to our normal Terms and Condition of Sale.
7. The general minimum turnaround time for a Quote request to be actioned is usually 24 hours.
8. When a special price or discount offer has been applied to a Quote, no other special promotion, discount or bonus offer will be applicable.
9. In the event that products in the Quote are subjected to any price and supply fluctuations that is outside of Our control, We reserve the right to update the price and product in the Quote accordingly.
10. Price on non-stocked products are subjected to Price and stock fluctuations and can only be confirmed once the Quote is turned into an Order.
11. Once a Quote has already passed the expired date, We may cancel the quote or estimate without having to notify or receive an approval from You.
12. ETA information is based on an estimate given by our vendors and cannot be held as the actual promised date.
13. Freight charges will be added to the Order unless otherwise stated.
14. We do not keep inventory and as such, we only order items once we receive a completed order from a client.
15. Prices are based upon total Quote Purchase.
16. Unless Specified, all items on quotes are covered by manufacturer's warranty covering parts and labour for hardware only on a return to depot basis.
17. Varying or withdrawing Quotes: We may vary or withdraw a Quote at any time in Our absolute discretion and without prior notice to You.

2.2 Orders

1. Order forms: You may place an Order for Goods and/or Services with Us. Normally, We will require that You provide either a completed Order form or You approve the quote electronically.
2. Approval of Orders: You will need to sign the Order or have it duly executed on Your behalf.
3. Reliance on appearance of validity: Absent actual knowledge to the contrary, We may rely upon the apparent validity of an Order.
4. Acceptance and Orders: An Order has no effect unless or until it is accepted by You in writing and, until We have received from You payment in clear funds for the Order.
5. No obligation to deliver: We are not obliged to deliver any Order until we have received payment in clear funds from You.
6. Credit checks: For the purposes of ascertaining the credit standing or history of a prospective customer, You hereby consents to Us undertaking a credit reference check in respect to You.
7. Cancellation of Orders: You will not cancel an Order unless We agree to do so in writing in Our absolute discretion.
8. Processes and Procedures: We have processes and procedures that We follow in the course of the provision of Our Services and the supply of Goods. You agree to co-operate with Us and to comply with such processes and procedures.

2.3 Pricing And Rates

1. Rates exclude Tax: All rates and amounts charged or quoted for Goods and/or Services by Us are exclusive of Tax and any other applicable taxes or government charges (unless otherwise stated in writing by Us).
2. Rates Schedule: You must pay for Goods and Services at the Rates set out in any applicable Plan and the Rate Schedule as applicable from time to time during the provision of the Goods and/or Services.
3. Vary Rates: We reserve the right vary any Rate and/or the Rate Schedule from time to time, in its absolute discretion and without notice to You.
4. Call-out fees: You acknowledge that call-out fees may be charged in addition to the Rates at our absolute discretion.
5. Return/Cancellation Fee: Where We arrange a return or refund on behalf of You, or where an Order is cancelled by You after acceptance by Us, We may charge You a Return/Cancellation fee.
6. Expenses: You must pay any out of pocket expenses incurred by Us in providing the Services to You in addition to the Rates, charges and call-out fees.
7. Separate charges for Goods and Services: We may in Our absolute discretion charge for Goods separately from Services or may charge for Goods and Services together.
8. Calculation of increments: Where a charge is calculated based on increments of time, We will charge the applicable rate for the whole increment of time even if work is done during part of that increment.
9. Change in underlying costs: Where there is any increase in the underlying costs incurred by Us in connection with the supply of Goods or Services to You, We may, in our absolute discretion, vary any of Our Rates.
10. Pre-Paid Blocks of Service: Where You agree to buy Pre Paid Blocks of Service during a Period, payment must be made in advance for the Pre-Paid Blocks of Service at the rate applicable pursuant to the Rates Schedule for all Services.

2.4 Services And Plans

1. Service and Plan Variations: We may withdraw the provision of, or vary the scope or terms of, or add to or change, the Services without notice to You, from time to time in Our absolute discretion.
2. Copies on Request: We will provide You with a copy of the current Rates Schedule upon request.

2.5 Contracting

We may subcontract any or all of the Services to be performed, but shall retain prime responsibility for the Services under these terms.

2.6 Delivery, Title and Risk

1. Delivery liability: We will use all reasonable endeavours to despatch Goods by the due date, but do not accept any liability for non-delivery or failure to deliver on time where this is caused by circumstances beyond the reasonable control of Ours.
2. Availability to accept delivery: You must be available to accept the Goods at Your nominated delivery address during Business Hours unless otherwise arranged.
3. Passing of Risk: Delivery is deemed to take place when the Goods are delivered to your nominated address, whereupon risks of loss, breakage and all damage and all other risks pass to You.
4. Obligation to insure: You will ensure that goods are adequately insured from the time of delivery.
5. Retention of Title: Until we receive full payment in cleared funds for any moneys due to us by you on any account or for any reason, title to, and property in, Goods supplied to You remain vested in Us and does not pass to You.

2.7 Returns and Claims For Goods and Services

1. General Returns Policy: You acknowledge that We supply Goods subject to all applicable conditions, including returns and claims policies, of any relevant manufacturer or supplier.
2. Customised Goods not returnable: Where Goods have some element of customisation for You, You may not return the Goods to Us or cancel the related services.
3. Duty to inspect: You will inspect all Goods immediately upon their delivery. Within 7 days of such delivery, You may give written notice to Us of any matter or thing.
4. Return Condition: Where You are entitled to return Goods under these Conditions, You must return the Goods in their original condition and unopened.
5. Return costs: You will pay all costs and expenses incurred by Us in arranging the return of the Goods to a manufacturer or supplier.
6. Consequences of use, installation, customisation or sale: You will indemnify and hold Us harmless in respect of all allegations and claims in respect of Goods once such Goods have been used, installed, customised or re-sold by You.

2.8 Computer Utility, Functionality And Fitness For Purpose

1. Service limitations given the science of computing: You acknowledge that a reasonable incident of the Services may involve trial and error and that it is a science applied often in novel or unknown circumstances and involving experiment.
2. Reasonable Assistance Limits: We are only obliged to provide what We consider, in Our absolute discretion, to be reasonable assistance in the circumstances.

2.9 Recommendations, Suitability, Functionality and Fitness for Purpose

The parties acknowledge that We may recommend that You purchase Goods provided by third parties from time to time. You acknowledge that We have no control over many factors involved with the suitability, function or fitness for purpose of Goods in an existing or new computer environment.

2.10 Force Majeure

If We are unable to supply any Goods or Services due to circumstances beyond Our reasonable control, We may cancel the Order or cease to provide the Services by written notice to You. We will not be liable for any breach of contract due to any matter or thing beyond Our control, including failures by third parties to supply goods, services or transport, stoppages, transport breakdown, fire, flood, earthquake, acts of God, strikes, lock-outs, work stoppages, wars, riots or civil commotion.

2.11 Product Specifications

1. Alterations to Specifications: We make every effort to supply the Goods in accordance with the Order however We may supply alternate Goods subject to minor variations in actual dimensions and specifications where these are changed by the manufacturer.
2. Substitute Goods: If We cannot supply the Goods ordered by You, We may supply alternate Goods of equal or superior quality provided however that You will not pay a higher price than the price Quoted.

2.12 Warranties

1. Reliance on Manufacturer's Warranty: You will rely on the warranties provided by the manufacturer of Goods supplied by Us (where applicable) and will deal direct with such manufacturer rather than Us for all claims covered by such warranties.
2. No claim for manufacturer's default: You indemnify and hold Us harmless in respect of the performance or otherwise, by any manufacturer of Goods supplied to You by Us, of any of the obligations of such manufacturer in respect of such Goods.

2.13 Liability

1. Exclusion: Except as specifically set out herein and so far as may be permitted by law, any term, condition or warranty in respect of the quality, fitness for purpose, condition, description, assembly, manufacture, design or performance of the Goods or Services, whether implied by statute, common law, trade usage, custom or otherwise, is hereby expressly excluded.
2. No liability for program or data loss: You indemnify and hold Us harmless in respect of any allegation, claim, loss or expense for any program or data loss or damage. You acknowledge You are solely responsible for backing up Your programs and data.
3. Limit on consequential damage: You indemnify and hold Us harmless in respect of any allegation or claim as to any indirect or consequential losses or expenses suffered by You or any third party, howsoever caused, including but not limited to loss of turnover, profits, business or goodwill.
4. Limit on damage from a failure in supply: You indemnify and hold Us harmless for any allegation or claim for loss or damage where We have failed to meet any delivery date or cancels or suspends the supply of Goods or Services.
5. General limit on liability: Except as otherwise expressly stated in these terms and conditions, We are not liable for any loss or damage of any kind however caused which is suffered or incurred by You in connection with Goods or Services provided to You.
6. Limitation options: To the extent that any legislation implies a condition or warranty that cannot be excluded but can be limited, Our liability for any breach of that condition or warranty is limited to replacing the Goods or supplying equivalent Goods, Services or Work; repairing the Goods or the Work; paying the cost of replacing the Goods or the Work; or paying the cost of having the Goods or the Work repaired.

2.14 Laws Still Apply

Nothing in these Conditions is to be interpreted as excluding, restricting or modifying or having the effect of excluding, restricting or modifying the application of any State or Federal legislation applicable to the supply of the Goods or Services which cannot be excluded, restricted or modified.

2.15 Severance

If any provision contained in the Conditions is unlawful, invalid or unenforceable, those provisions may be severed without prejudice to the validity and enforceability of the remaining provisions of the Conditions.

2.16 Errors And Omissions

We make every effort to ensure that all prices and descriptions quoted are correct and accurate. In the case of an error or omission, We may rescind the affected contract by written notice to You.

3. Our Responsibilities

3.1 Privacy Statement And Your Rights

1. We are collecting Your personal information for the fulfilment of Quotes, Orders and the provision of Goods or Services to you and may retain and use it for any such purposes ("Authorised Purposes").
2. You are required to provide your personal information to Us for Authorised Purposes.
3. We may disclose Your personal information to other persons for the purposes of the fulfilment of Quotes, Orders and Work for you or in order to provide Goods or Services to You.
4. We will not disclose Your personal information without Your consent or unless authorised by law.
5. Your personal information will be held by Us at Our Principal Place of Business and You can contact Us to request to access or correct it.
6. We rely on You to submit correct information and details where requested.

3.2 Our Website

We make no representations or warranties in relation to information available on Our website, including that the information is complete or correct, that Our website will be continuously available or free from any delay in operation, or that We endorse any linked website.

3.3 Insurance Coverage

We will maintain at Our own expense, commercial general liability insurance for personal injury and property damage for $20,000,000 any one claim and in the aggregate and Professional Indemnity insurance of $5,000,000 in any one claim and $15,000,000 in the aggregate.

4. Your Responsibilities

4.1 Lodging Of Service Requests

In order for Us to provide You with the agreed Service, You agree to follow Our process for lodging Service Requests as outlined in Appendix A.

4.2 Access To Systems, Sites and People

1. In order to provide You with the agreed Service, You agree to give Us access to various items of Yours including but not limited to, equipment, people and sites as and when required.
2. You agree to allow Us to install software on Your Equipment that allows Our technicians to access Your systems at any time.

4.3 Third Party Authorisations

At times We may need to contact Your third-party providers on Your behalf. It is Your responsibility to ensure that We are able to deal freely with these providers.

4.4 Payment, Late Payment And Default

1. Payment due date: All invoices issued to You are due and payable to Us within the terms stated on the invoice.
2. 7 days late: Where You fail to pay an invoice within seven (7) days of the due date, We may, in Our absolute discretion and without prior notice, suspend or discontinue the supply of Goods and/or Services to You.
3. Recoveries: All legal and other costs and expenses incurred in connection with the recovery of late payments will be added to the amount due by You to Us and will be recoverable from You.
4. Interest: If payment of any Sum Due is not made on time, We will charge interest daily on the Sum Due at the maximum rate allowed by law.
5. Application of funds: All payments of the Sum Due made by You to Us will be applied first towards any costs, secondly towards any interest due, and thirdly towards payment of Your debts to Us.
6. Security: We may require You to provide security over Your property as collateral to be held as security for any Sum Due.
7. Payment arrangements: In the event that a repayment arrangement is made and a repayment is not made on time, We may again suspend or discontinue the supply of Goods or Services to You.
8. Power of Attorney: You hereby irrevocably appoint Us as Your attorney to do anything We consider fit for the recovery of the Sum Due.
9. Other remedies: We may exercise any of Our rights and remedies including taking legal action against You.

4.5 Non Solicitation Of Clients And Employees

1. You agree that employees are one of Our most valuable assets, policy and professional ethics require that Our employees not seek employment with, or be offered employment by You during the course of engagement and for a period of two (2) years thereafter.
2. You agree that Our damages resulting from breach of this clause would be impracticable and that it would be extremely difficult for Us to ascertain the actual amount of damages. Therefore in the event You violate this provision, You agree to immediately pay Us 100% of the employee's total annual salary, as liquidated damages.

4.6 Software

1. All Software licences are the responsibility of You and not that of Us. It is the duty of Yours to store all licences for all Software used.
2. You indemnify and hold Us harmless against any claim arising from any unauthorised Software use by You, any breach of any Software licence, or otherwise as a result of Us installing Software at Your request where You are not authorised to use the Software.

4.7 Copyright And Confidentiality

1. Warranty and breach: You warrant that any confidential or copyright information or intellectual property provided by You to Us belongs to You.
2. Retention of title: All copyright and other intellectual property rights in any Work created, commissioned or acquired by Us in the course of the supply of Services by Us to You will be the exclusive property of Ours unless otherwise agreed in writing.
3. Confidential Information: We acknowledge that in the course of providing Services to You, We may learn certain non-public personal and otherwise confidential information relating to You. We shall regard any and all such information as confidential.
4. Both parties shall take all commercially reasonable steps to not disclose, reveal, copy, sell, transfer, assign, or distribute any part or parts of such information in any form.

Appendix A: Service Request Lodgement Process

When you contact us to lodge a service request only the methods below must be used:

Service requests must not be lodged directly with technicians, as this detracts them from resolving the current issue.

All Urgent faults logged by email must also be followed up with a phone call.

Service Requests Outside Of Our Business Hours: Service Requests that must be addressed outside of business hours must be lodged by phone (charges may apply for after-hours work depending on your contract). If not, the Service Request will be viewed on our next Business Day.