1.1 “CustomWebsite” shall mean SolvedIt Limited, or any agents or employees thereof.
1.2 “Client” shall mean the Client, any person acting on behalf of and with the authority of the Client, or any person purchasing Services from CustomWebsite.
1.3 “Services” shall mean all services, products and advice provided by CustomWebsite to the Client and shall include without limitation the supply, installation and maintenance of computer software and hardware and the supply of all associated products and materials and all charges for time and attendances, hire charges, insurance charges, or any fee or charge associated with the supply of Services by CustomWebsite to the Client.
1.4 “Price” shall mean the cost of the Services as agreed between CustomWebsite and the Client plus all disbursements e.g: charges CustomWebsite pay to others on the Client’s behalf subject to Clause 4 of this contract.
2.1 Any instructions received by CustomWebsite from the Client for the supply of Services shall constitute a binding contract and acceptance of the terms and conditions contained herein.
3. COLLECTION AND USE OF INFORMATION
3.1 The Client authorises CustomWebsite to collect, retain, and use any information about the Client, for the purpose of assessing the Client’s creditworthiness, enforcing any rights under this contract, or marketing any Services provided by CustomWebsite to any other party.
3.2 The Client authorises CustomWebsite to disclose any information obtained to any person for the purposes set out in Clause 3.1
3.3 Where the Client is a natural person the authorities under Clauses 3.1 and 3.2 are authorities or consents for the purposes of the Privacy Act 1993.
4.2 Where no price is stated in writing or agreed to orally the Services shall be deemed to be supplied at the current amount as such Services are supplied by CustomWebsite at the time of the contract. The price may be increased by the amount of any reasonable increase in the cost of the supply of the Services that is beyond the control of CustomWebsite between the date of the contract and the delivery of the Services.
5.1 Payment for Services, including payment for interim Services, shall be made in full on or before the 7 th day following the date of the invoice (“the due date”).
5.2 Interest may be charged on any amount owing after the due date at the rate of 2.5% per month or part month.
5.3 Any expenses, disbursements and legal costs incurred by CustomWebsite in the enforcement of any rights contained in this contract shall be paid by the Client including any reasonable lawyer’s fees, or debt collection agency fees.
5.4 A deposit may be required.
6.1 Where a quotation is given by CustomWebsite for Services:
6.1.1 Unless otherwise agreed the quotation shall be valid for 60 days from the date of issue; and
6.1.2 The quotation shall be exclusive of goods and services tax, unless specifically stated to the contrary;
6.1.3 CustomWebsite reserves the right to alter the quotation because of circumstances beyond its control.
6.2 Where Services are required in addition to the quotation the Client agrees to pay for the additional cost of such services.
7.1 The Client authorises CustomWebsite to contract either as principle or agent for the provision of the Services that are the matter of this contract.
7.2 Where CustomWebsite enters into a contract of the type referred to in Clause 7.1 it shall be read with and form part of this agreement and the Client agrees to pay any amounts due under that contract.
8. TITLE AND SECURITY (PERSONAL PROPERTY SECURITIES ACT 1999)
8.1 Title on any products, including products that formed part of any Services, supplied by CustomWebsite to the Client, passes to the Client only when the Client has made payment in full for such products and all of the sums due to CustomWebsite by the Client on any account whatsoever.
8.2 Until all sums due to CustomWebsite by the client have been paid in full, CustomWebsite has a security interest in all products supplied by CustomWebsite, including products that form part of any Services.
8.3 If products supplied by CustomWebsite to the Client are attached, fixed or incorporated into any property of the Client so that as to be part of or a constituent of that property then title to that property shall be deemed to be assigned to CustomWebsite as a security for the full satisfaction by the Client of the full amount owing between CustomWebsite and the Client.
8.4 The Client gives CustomWebsite irrevocable authority to enter any premises occupied by the Client, at any reasonable time, to remove any products not paid for in full by the Client. CustomWebsite shall not be liable for costs, damages or expenses or any other losses incurred by the Client or any third party as a result of this action, nor liable in contract or in tort or otherwise in any way whatsoever.9.
9.1 The Consumer Guarantees Act (1993), the Fair Trading Act (1986) and other statutes may imply warranties or conditions or impose obligations upon CustomWebsite which cannot by law (or which can only to a limited extent by law) be excluded or modified. In respect of any such implied warranties, conditions or terms imposed upon CustomWebsite, CustomWebsite’s liability shall, where it is allowed, be excluded or if not to be excluded apply only to the minimum extent required by the relevant statute.
9.2 Except as otherwise provided by Clause 9.1 CustomWebsite shall not be liable for:
9.2.1 Any loss or damage of any kind whatsoever, arising from the supply of services from CustomWebsite to the Client, including consequential loss where the suffered or incurred by the Client or another person and whether in contract or tort (including negligence) or otherwise and irrespective of whether such loss or damage arises directly or indirectly from Services provided by CustomWebsite to the Client; and
9.2.2 The Client shall indemnify CustomWebsite against all Claims and loss of any kind whatsoever however caused or arising and without limiting the generality of the foregoing of this Clause whether caused or arising as a result of the negligence of CustomWebsite or otherwise, brought by any person in connection with any matter, act, omission, or error by its agents or employees in connection with the Services.
9.2.3 If contrary to the disclaimer of liability contained within these terms and conditions CustomWebsite is deemed liable to the Client, following and arising from the supply of Services from CustomWebsite to the Client, then such liability is limited in its aggregate to $500.00.
10.1 Manufacturer’s warranty applies where applicable.
11. COPYRIGHT AND INTELLECTUAL PROPERTY
11.1 CustomWebsite, owns and has copyright in all its software, systems, solutions, drawings, designs, specifications, electronic data, and documents produced by CustomWebsite in connection with the Services provided pursuant to this contract and the Client may use the Services only if paid for in full and for the purpose for which they were intended and supplied by CustomWebsite.
11.2 The Client warrants that all designs or instructions to CustomWebsite will not cause CustomWebsite to infringe any patent, registered design, trademark or copyright in the execution of the Client’s order and instructions, and the Client agrees to indemnify CustomWebsite against any action taken by a third party against CustomWebsite in respect of any such infringement.
12. CONSUMER GUARANTEES ACT
12.1 The guarantees contained in the Consumer Guarantees Act 1993 are excluded where the Client acquires Services from CustomWebsite for the purposes of a business in terms of section 2 and 43 of that act.
13. PERSONAL GUARANTEE OF COMPANY DIRECTORS OR TRUSTEES
13.1 If the Client is a company or trust, the director(s) or trustee(s) signing this contract, in consideration for CustomWebsite agreeing to supply Services and grant credit to the Client at their request, also sign this contract in their personal capacity and jointly and severally personally undertake as principal debtors to CustomWebsite the payment of any and all monies now or hereafter owed by The Client to CustomWebsite and indemnify CustomWebsite against non-payment by the Client. Any personal liability of a signatory hereto shall not exclude the Client in any way whatsoever from the liabilities and obligations contained within this contract. The signatories and the Client shall be jointly and severally liable under the terms and conditions of this contract and for payment of all sums due hereunder.
14.1 CustomWebsite shall not be liable for the delay or failure to perform its obligations if the cause of the delay or failure is beyond its control.
14.2 Failure by CustomWebsite to enforce any of the terms and conditions contained within this contract shall not be seemed to be a waiver of any of the rights or obligations CustomWebsite has under this contract.
14.3 If any provision of this contract shall be invalid, void or illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced, or impaired.