Terms

Introduction:

These Terms and Conditions and any Client Agreement made under them represent a legally binding contract between Tech Print Industries Ltd and the client specified in the Client Agreement to which they are attached. Clients indicate their intention to enter into a legally binding contract with Tech Print Industries Ltd by signing and dating a copy of their individual Client Agreement (to which a copy of these Terms are attached) and returning the full
document to Tech Print Industries Ltd. Any contract so entered into is governed by the law of Australia and is subject to the jurisdiction of the
Australian courts. Breach of any term contained in these Terms and Conditions or in the individual Client Agreement to which they are attached may therefore
result in legal action.
Clause:
1) Definitions:
References in these Terms and in any Client Agreement to which
they are attach to:
i) “Tech Print Industries” or “The Company” means
Tech Print Industries Kangaroo Point Australia
ii) “The Client” means
The Client specified in the Client Agreement to which these
Terms are attached.
iii) “The Client Agreement” means
The agreement setting out details of the individual client, the
services to be provided to that client, payment arrangements
in respect of those services and any other provisions specific
to the individual client.
iv) “The Services” means
The services specified in the Client Agreement.
v) “Software” means
A computer program or programs and associated data files
designed to perform a specific series of tasks.
vi) “Installation version” means
A version of the software which the Client may use for
additional installations and reinstallation.
vii) “The contract amount” means
the amount of money to be charged in respect of the
individual contract for time and materials only and is specified
in the Client Agreement.
viii) The meaning of “time and materials” will depend upon the
exact nature of the individual contract and is therefore
defined in the Client Agreement.
ix) “Supplies” are items of hardware, software or consumables
purchased at the client’s request.
x) “Physical access” means
the access to premises, hardware and other physical
resources reasonably required by the Company to fulfil its
obligations as set out in Clause 4.i below and in the Client
Agreement.
xi) “Virtual access” means
the access to systems, software and other electronic
resources reasonably required by the Company to enable it
to fulfil its obligations as set out in 4.i below and in the Client
Agreement.
2) Services:
i) Standard:
The Company’s standard software development services
include:
a) Ascertaining the Client’s functional requirements
b) Drawing up a functional specification
c) Designing and developing the program(s) necessary to
fulfil the specification
d) Performing all appropriate testing
e) Performing all reasonable modifications arising from
user acceptance testing consistent with the original
functional specifications.
ii) Additional:
In addition to the standard services listed in Clause 2.i
(above), at the request of the Client and on payment of the
appropriate fee (specified in the Client Agreement), the
Company will undertake periodic reviews and maintenance of
any software which is the product of the standard services.
3) Fees and Title:
i) Payment Policy:
a) Fees are charged either on an hourly or a monthly basis
or on any other basis agreed with the individual Client
and specified in the Client Agreement.
b) The contract amount is agreed with the individual Client
and specified in the Client Agreement.
c) Out-of-pocket expenses and the cost of supplies will be
agreed with the Client.
ii) Invoicing:
Clients will be invoiced either in accordance with a schedule
attached to the Client Agreement or within a period of time
after completion of work as specified in the Client
Agreement.
iii) Payment Method:
The Company can accept payment in the following ways:
• Cash • Direct Debit
• Cheque • Standing Order
iv) Due Date for Payment:
Payment will normally fall due 14 days from the date shown
on the invoice unless varied by the Client Agreement. These
payment arrangements may be varied in response to
changing circumstances.
v) Overdue Payments:
a) Interest is chargeable on all overdue payments
commencing one calendar month after the due date for
payment up to and including the date of settlement at
the rate of 8% above the base rate.
b) Failure to settle invoices on or before the due date for
payment may result in changes to credit arrangements.
vi) Title to all goods and services remain with The Company until
paid in full. Should a refund be made or there is any dispute
over payment, title shall revert back to The Company.
4) Rights and Obligations:
i) The Company:
Tech Print Industries undertakes to:
a) provide services of the nature and to the level specified
in clause 2 of these terms
b) take all reasonable care and exercise all due diligence
to ensure those services are of the quality and standard
of a reasonably competent service-provider in the field
of software development
c) after initial installation, provide the Client with an
installation version of the software.
d) Where the additional services detailed in Clause 2.ii
(above) are to be provided, carry out reviews and
maintenance as agreed in the Client Agreement.
ii) The client:
The Client undertakes to:
a) Provide the Company with all system information
necessary to enable it to provide the agreed services
b) Specify the nature of the application to be developed
Standard Terms and Conditions of
Business for Software Development
Page 2 of 3
Dated: 9th May2010
c) provide all the necessary background information and
resources to enable an accurate functional specification
to be created, including, where possible, examples of
inputs and desired outputs;
d) provide Details and examples of existing data structures
(where appropriate)
e) upon delivery of the software, Undertake user
acceptance testing
f) provide complete and accurate feedback to the
Company concerning the results of such testing
g) Provide all reasonable physical and virtual access to
enable performance of installation tasks
h) Where a permitted number of installations is specified in
the Client Agreement, ensure that number is not
exceeded
i) Where the additional services detailed in Clause 2.ii
(above) are to be provided, provide all reasonable
physical and virtual access necessary to enable the
Company to carry out reviews and maintenance as
agreed in the Client Agreement.
iii) Intellectual Property:
All rights, intellectual and otherwise, to all software
developed under these terms remain with the Company,
subject to the following options:
a) the purchase of a user’s licence
For a licence fee to be specified in the Client
Agreement, the Client will receive:
(1) An installation version of the software
(2) A licence to install and use that software in
accordance with the terms of the licence, which is
attached as an appendix to the Client Agreement.
b) Outright Purchase:
For the payment of a premium over and above the
licence fee, in addition to the installation version of the
software, the Client will receive:
(1) All appropriate source code and
(2) The non-exclusive right to use such code.
The precise terms of the purchase will be specified in
the purchase agreement, which is attached as an
appendix to the Client Agreement.
5) Limitations and Exclusions:
In addition to any limitations or exclusions of liability specified
elsewhere in these Terms or in the Client Agreement, the
Company can accept no liability for: any losses howsoever arising
from:
i) Any loss or corruption of data howsoever arising
ii) Any issues relating to internet services to which Clients’ pc’s
and/or file servers may connect.
iii) The acts or omissions of third parties including (but not
exclusive to):
a) suppliers of goods or services:
This includes such suppliers engaged by the Client or
the Company, either before, during or after the life of
this contract. It does not include authorised agents of
the Company acting within the limits of their authority.
iv) Any fire, flood, industrial action or other event beyond the
reasonable control of the Company.
v) In any event, any damages for which the Company may be
liable for any breach of its obligations as set out in 4.i above
are limited to damages for direct financial losses only.
6) Term and Termination:
i) Term:
The commencement and termination dates are specified in
the Client Agreement.
ii) Termination:
a) Automatic Termination:
The contract will come to an end automatically on the
termination date specified in the Client Agreement.
b) Premature Termination by the Company:
The Company reserves the right to terminate before the
termination date if the Client commits a fundamental
breach of this agreement, including (but not exclusive
to) asking the Company to do anything unethical or
contrary to law.
In this event, the contract will be terminated
immediately by verbal notice. This verbal notice will
then be confirmed in writing, delivered by hand, fax,
email or Special or Recorded Delivery post. Termination
is effective upon confirmation that the Client has
received such written confirmation. The date of such
confirmation then becomes the revised termination
date.
In the event of premature termination resulting from a
fundamental breach by the Client, it is the Client’s
responsibility to arrange for the completion of any
outstanding work at their own expense.
In these circumstances, the revised termination date
automatically becomes the due date for payment with
interest being chargeable as set out in Clause 3 above.
Any sums paid by the Client to the Company in advance
for specific purchases becomes immediately repayable
to the Client provided such purchases have not already
been made by the revised termination date.
Any materials exchanged between the Company and
the Client for the purposes of performing the contract
will be returned to their legal owners within 30 days of
the revised termination date.
c) Premature Termination by the Client:
The Client has the right to terminate before the
termination date.
In this event the Client will communicate the decision to
the Company in writing stating the reasons for the
termination and the commencement date of notice
period. The duration of the notice period will be
specified in the Client Agreement.
In the event of any work being incomplete at the revised
date of termination, it is the Client’s responsibility to
arrange for the completion of any outstanding work at
their own expense.
In these circumstances, the revised termination date
automatically becomes the due date for payment with
interest being chargeable as set out in Clause 3 above.
Any sums paid by the Client to the Company in advance
for specific purchases becomes immediately repayable
to the Client provided such purchases have not already
been made by the revised termination date.
Any materials exchanged between the Company and
the Client for the purposes of performing the contract
will be returned to their legal owners within 30 days of
the revised termination date.
7) Complaints Procedure:
If a complaint cannot be resolved informally:
i) it should be submitted in writing to the Company, marking
the envelope “Complaints”. The matter will then be
investigated thoroughly by the Managing Director who will
investigate the matter thoroughly, including arranging a
meeting with the Client where necessary. Following the
investigation, a written decision will be provided to the
Client.
ii) If the Client does not accept this decision, they should submit
a written appeal, setting out their complaint, the Managing
Director’s decision and why this decision is not acceptable, to
the Company’s legal department, which will then carry out its
own thorough investigation, including, where necessary,
arranging meetings with the parties, together or separately.
Following the investigation, the legal department will provide
its decision, in writing, to both parties. This decision is final.
8) Severance:
Standard Terms and Conditions of
Business for Software Development
Page 3 of 3
Dated: 1th January 2017
If any provision of this contract is held invalid, illegal or
unenforceable for any reason by any Court of competent
jurisdiction such provision shall be severed and the remainder of
the provisions of the contract shall continue in full force and effect
as if this Agreement had been agreed with the invalid illegal or
unenforceable provision eliminated.