Our Terms And Services

1. Definitions and Interpretations

After Hours: Monday to Friday from 12:00am-8:00am and 5:00pm-11:59pm, and all-day Saturday and Sunday, including Revokon Holidays.
Business Hours: Our office hours are Monday to Friday from 8:00am-5:00pm MST.
Client: You, the person who seeks or obtains a quote for our Goods or Services.
Conditions: These terms and conditions.
Goods: Any goods, software, services, or equipment we source or provide in connection with our work.
Revokon Holidays: New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, the day after Thanksgiving, Christmas Day, and recognized holidays that fall on a Saturday or Sunday.
Order: Any order you place with us for our Goods or Services.
Quote: A quote we provide to you for our Goods or Services.
Agreement: An agreement we have with you for our Goods or Services.
Period: The time frame during which some services will be provided, as agreed between us and you.
Rates: Our pricing structure for our Goods or Services.
Rate Schedule: A schedule of our rates for our Goods or Services.
Service request: A request for service such as adds, moves, changes, and technical assistance.
Services: The provision of any services by us, including advice and recommendations.
Software: Software and related services provided in connection with it.
User: An employee on your payroll, or a contractor or volunteer who accesses your digital resources.
Work: Anything we do, provide, customize, produce, or acquire for you or your benefit.

General Definitions and Interpretations

Includes: Includes without limitation.
Will: Imports a condition not a warranty.
Bankruptcy or winding up: Refers to 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 under the law of any applicable jurisdiction.

Additional Notes

Singular and plural forms of words are interchangeable.
Headings and bold text are for convenience only and don’t affect interpretation.
All dollar references are to US Dollars.
References to individuals or persons include corporations, partnerships, and other entities.
Recitals, clauses, schedules, annexures, and exhibits form part of these Conditions.
A reference to an agreement or document includes any amendments, novations, supplements, or replacements.

2. Applicability of These Terms

These Conditions apply to all quotes, orders, plans, contracts, or arrangements related to our supply of goods and/or services to you, unless otherwise agreed in writing by us.

Any invalidity or unenforceability of one or more provisions of this Agreement will not affect the remaining provisions.

3. Service Commitment

3.1 Minimum Term: The minimum term for our service is specified in your quote or agreement with us and begins on the first day of the next month after signing or approval.

3.2 Automatic Renewal: After the initial committed term expires, we will automatically continue to provide service for the same period as the original commitment, indefinitely, unless you terminate it earlier according to Clause 4.

4. Termination

4.1 Right to Terminate by You: You may terminate this Agreement by providing written notice if we fail to fulfill our obligations or breach any material term, and do not cure such failure within 30 days of receipt of the notice.

4.1.1 Failure to Fulfill Obligations: This includes our failure to perform in a material respect, which must be rectified within 30 days of receiving your written notice.
4.1.2 Material Breach: This also applies if we breach any significant term or condition and fail to address such breach within 30 days of receiving your written notice.

4.2 Assisting with Termination: If either party terminates this Agreement, we will assist you in a smooth transition of services, including transferring the services to another provider as designated by you. You agree to pay us for our assistance at our normal rates, as outlined in our current Rate Schedule.

4.3 Pre-Commitment Term Termination: If you wish to terminate this Agreement before the end of the commitment term, you must pay all remaining payments up until the end of the commitment term.

5. Representations

5.1 Limitation on Representations: You acknowledge that no representative of ours has the authority to make any promises, warranties, or representations about our goods or services that are not explicitly stated in these conditions.

6. Noticing Parties

6.1 Written Notice Required: Any notice or communication under these conditions must be in writing and sent by email to the last notified email address on record for you.

7. Governing Law

7.1 Arizona Jurisdiction: The conditions shall be governed by and construed in accordance with the laws of the State of Arizona, and both parties submit to the jurisdiction of the Arizona courts.

8. Transfer of Rights

8.1 No Assignment Without Consent: You may not assign or transfer your rights and obligations under this agreement without our prior written consent.

9. Changes to These Terms

9.1 Notice of Changes: We reserve the right to update or modify these Terms and Conditions at any time by posting the revised Terms on our website, which will be considered sufficient notice to you. This means we are not required to notify you individually of any changes to these terms.

10. Quotes

10.1 Validity Period: Quotes are only valid for 30 days unless otherwise specified, and acceptance of a quote does not create a binding contract.

10.2 Expiration Dates: Expiration dates on quotes inform us when the quote is still active or outdated. Once expired, the quote must be requested again to be considered active.

10.3 Confirmed Quotes: A quote becomes “final” once confirmed by both parties after any last-minute changes requested by you. The prices in a final quote are the agreed-upon final price.

10.4 Price Changes: The price in a final quote may vary from the original request if there are any price or product changes requested by you. We reserve the right to alter products and prices in quotes that have not been confirmed with you.

10.5 Quote Interpretation: Quotes and estimates interpret your original specifications and are based on costs at the time of issuance. Changes to quotes, even after confirmation, may incur additional charges at our prevailing rate.

10.6 Terms and Conditions: Once a quote has been converted to an order, it will be subject to our standard terms and conditions of sale.

10.7 Turnaround Time: The general minimum turnaround time for quote requests is 24 hours. Urgent quotes can be accommodated with prior notice.

10.8 Special Promotions: Special prices or discount offers on a quote do not apply to other promotions, discounts, or bonus offers.

10.9 Unforeseen Circumstances: In the event of price and supply fluctuations outside our control, we reserve the right to update prices and products in quotes accordingly.

10.10 Non-Stocked Products: Price changes for non-stocked products can only be confirmed once an order is placed. We strive to honor all quoted prices but may need to adjust prices due to unforeseen circumstances.

10.11 Expiration of Quotes: Once a quote has expired, we may cancel it without notification or approval from you.

10.12 ETA Estimates: ETA information provided by our vendors is an estimate and cannot be guaranteed as the actual delivery date.

10.13 Freight Charges: Freight charges will be added to orders unless otherwise stated. Included delivery charges are estimates only.

10.14 Inventory Management: We do not keep inventory, so items are ordered once a completed order is received from you. A restocking fee may apply for returns or cancellations, and approval from the distributor is required before issuing refunds.

10.15 Pricing Basis: Prices are based on total quote purchase unless otherwise specified.

10.16 Manufacturer’s Warranty: Unless specified, all items on a quote are covered by manufacturer’s warranty covering parts and labor for hardware only on a return-to-depot basis.

10.17 Quote Variations or Withdrawals: We reserve the right to vary or withdraw quotes at any time in our absolute discretion without prior notice to you, including where goods or services become unavailable or costs increase after the date of the quote.

11. Orders

11.1 Placing an Order: To place an order with us, you can either complete our online order form or electronically approve a quote through our website. When placing an order, please ensure you provide your full name, address, and relevant quote number and date.

11.2 Confirming Your Order: If submitting a paper order, please sign it to confirm your acceptance. Alternatively, if placing an order via email or web-based system, we will treat it as signed on behalf of the person whose email is used to submit it.

11.3 Validating Orders: We rely on the apparent validity of orders unless we have actual knowledge to the contrary. If an order is placed by a named individual, they confirm that the order is valid and binding.

11.4 Order Acceptance: An order will only be accepted when confirmed in writing by you. Payment must be received in full for the order and any related costs before delivery can take place.

11.5 No Delivery Obligation: We are not obligated to deliver an order if payment has not been made or we are unable to complete the order due to unforeseen circumstances.

11.6 Credit Checks: By placing an order, you consent to us conducting a credit reference check for your own credit standing and history.

11.7 Cancellation of Orders: If you wish to cancel your order, please contact us in writing and we will do our best to accommodate your request. However, once the manufacturer or supplier has despatched the goods, cancellation may not be possible.

11.8 Business Processes: We operate a range of business processes designed to ensure efficient service delivery and product quality. Your cooperation and compliance with these processes are essential for us to provide you with an excellent customer experience.

12. Pricing and Rates

12.1 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).

12.2 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.

12.3 Vary Rates: We reserve the right vary any Rate and/or the Rate Schedule from time to time (subject to any fixed pricing for specific periods in any Plan), in its absolute discretion and without notice to You.

12.4 Call-out fees: You acknowledge that call-out fees may be charged in addition to the Rates at Our absolute discretion and that the amount of the call-out fee will depend upon where the Services are provided.

12.5 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 to cover the administration costs to Us in processing the return or refund, or in processing the Order, the cancellation and any refund. We may deduct the Return/Cancellation fee from out of any moneys otherwise due to be refunded to You by Us.

12.6 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, upon written demand. Such expenses will include travel costs, flights, car hire, petrol, insurance, taxi fares, accommodation and related meal allowance, tolls and car parking expenses. Where appropriate, We will obtain prior written authorisation from You before such expenses are incurred.

12.7 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.

12.8 Calculation of increments: Were a charge is calculated based on increments of time, e.g. 1 hour or 30 minutes, We will charge the applicable rate for the whole increment of time even if work is done during part of, but not for the whole of, that increment of time.

12.9 Change in underlying costs: Without prejudice to any other rights of Ours under these Conditions, 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.

12.10 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. Each such rate being less any discount agreed in writing between Us and You in respect of the Pre-Paid Blocks of Service. Services included in a Pre-Paid Block of Service rate during the Period:

12.10.1: are calculated in accordance with the applicable minimum time periods and increments set out in the Rates Schedule;: and
12.10.2: are only provided by Us during the applicable Period. Where Services are provided for a specified Period:
- 12.10.2.1: the Services remaining unused for that Period cannot be rolled over into any subsequent Period;: and
- 12.10.2.2 We are not liable to refund, re-imburse, pay damages or otherwise compensate or indemnify You in respect of those unused Services.

13. Services and Plans

13.1 Service and Plan Variations: Currently, Revokon offers the Services and Plans referred to in the Rates Schedule and any Plan Schedule. 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.

This includes changes to our standard Service offerings, which may affect your contract rates and terms.
- Any such changes will be communicated to you in accordance with our standard notification procedures.

13.2 Copies on Request: We will provide You with a copy of the current Rates Schedule upon request. Plan Schedules are tailored for particular Plans and are available to Clients participating in the Plan.

This includes customized pricing and terms for clients participating in specific plans.
- To access your personalized Plan Schedule, please contact our support team.

13.3 Breaking Changes: Regardless of the client’s Plan, troubleshooting and repair of the client’s network due to an attempted network change undertaken by the client, or another 3rd party contracted by the client, will be billable at the current contracted rate (if performed during Revokon business hours) or at the after-hours emergency contracted rate (if performed outside of Revokon business hours).

This includes any costs associated with resolving network issues caused by unauthorized changes.
- Please note that our standard support agreement does not cover time spent performing email breach remediation.

13.4 Multifactor Authentication: The importance of enforcing MFA for an organization’s email platform has been discussed during the assessment process and in recent Revokon IT Business review meetings. If a client chooses not to implement MFA for their organization’s email platform, they understand that any time spent performing email breach remediation will not be covered under your support agreement and will be billed at your contract hourly contract rate.

We strongly recommend implementing MFA to prevent unauthorized access to your email platform.
- Failure to do so may result in additional costs for breach remediation services.

14. Contracting

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

15. Delivery, Title and Risk

15.1 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.

This includes failures in supply to Us or delays caused by third parties. For example, delivery companies or manufacturers.

15.2 Availability to accept delivery: You must be available to accept the Goods at Your nominated delivery address during Business Hours unless otherwise arranged.

You are responsible for being present to receive the Goods. Failure to do so may result in delays or lost shipments.

15.3 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.

This means that from this point onwards, You assume responsibility for any losses or damages. Nothing in this clause will affect title to the Goods.

15.4 Obligation to insure: You will ensure that Goods are adequately insured from the time of delivery under clause 15.3.

This includes insuring against loss, damage, and breakage. You must take steps to protect Your investment in the Goods.

15.5 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:

15.5.1 title to, and property in, Goods supplied to You remain vested in Us and does not pass to You;
15.5.2 You must hold those Goods as fiduciary bailee and agent for Us and must not sell them;
15.5.3 You must keep those Goods separate from other goods and maintain the Goods and their labelling and packaging intact;
15.5.4 Where You sell the goods in breach of these Conditions, You are required to hold the proceeds of any sale of those Goods on trust for Us in a separate account (however any failure to do so will not affect Your obligation to deal with the proceeds as trustee and remit them to Us);
15.5.5 We may, without prior notice, enter into any premises where We suspect those Goods may be, take possession of those Goods and sever and remove those Goods (notwithstanding that they may have been attached to other goods not the property of Ours) and for this purpose, You hereby irrevocably authorise and direct Us (and Our employees and agents) to enter into such premises as its duly authorised agent and You hereby indemnify and hold harmless Us from and against any costs, claims, allegations, demands, damages or expenses or any other acts or omissions arising from or in connection with, such entry, repossession or removal.
15.5.6 You irrevocably appoint Us as Your attorney to do anything We consider necessary in order to enter such premises and repossess the Goods as contemplated by this clause 15.5.

16. Returns and Claims for Goods and Services

16.1 General Returns Policy: Notwithstanding anything in these Conditions, You acknowledge that We supply Goods subject to all applicable conditions, including returns and claims policies, of any relevant manufacturer or supplier. You will accept Goods subject always to these Conditions and the terms of such conditions and will indemnify and hold Us harmless in respect of any further or other obligation or any failure or default on the part of that manufacturer or supplier.

16.2 Customised Goods not returnable: Where Goods have some element of customisation for You, are supplied pursuant to an Order for Goods that is in the opinion of Ours special or unusual, the Goods are obtained from overseas, the Goods are obtained from a supplier who is no longer trading, or the Goods are otherwise not readily returnable by Us to the manufacturer or supplier or any related services may not be cancelled, You may not return the Goods to Us or cancel the related services.

16.3 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, by reason of which You might wish to return the Goods, ask for a refund, or make a claim. If no such notice is given on time, You will accept the Goods without any such return, refund or claim.

16.4 Return Condition: Where You are entitled to return Goods under these Conditions, You must return the Goods in their original condition and unopened, provided always that where, upon opening the packaging it becomes apparent that the Goods are different to what is described on the packaging or that the Goods are faulty, the Goods may be returned.

16.5 Return costs: You will pay all costs and expenses incurred by Us in arranging the return of the Goods to a manufacturer or supplier and/or the cancellation of any related services unless that manufacturer or supplier pays such costs.

16.6 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 (without prejudice to the recourse of such a customer to the manufacturer of the Goods).

17. Computer Utility, Functionality and Fitness for Purpose

17.1 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. In particular, You acknowledge that the Services may involve tests, troubleshooting, advice and recommendations that may prove incorrect or inappropriate, particularly in an attempt to cure a problem You are having. While We will make what We consider (in Our absolute discretion) to be all reasonable endeavours to provide appropriate tests, troubleshooting, sound advice and good recommendations in order to assist You, You will always indemnify and hold Us harmless in the provision of our Services to You.

17.2 Reasonable Assistance Limits: We are only obliged to provide what We consider, in Our absolute discretion, to be reasonable assistance in the circumstances (including with the installation and customisation of new software or hardware for You or any other Work) under any Plan and You will pay for additional work at the Rates unless otherwise agreed. Without limiting the discretion of Us to determine what reasonable assistance is, normally, reasonable assistance is limited to work done during Business Hours over a period of time not exceeding any period that We have allowed or allows for the Work or has estimated or estimates the Work will take, whether or not notice of the time allowed or estimated is given by Us to You.

17.3 Recommendations, suitability, functionality and fitness for purpose: The parties acknowledge that:

17.3.1 We may recommend that You purchase Goods provided by third parties from time to time;
17.3.2 Recommendations may be made in situations where You have made known to Us the purpose for which the Goods will be used or some function sought to be fulfilled;
17.3.3 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, e.g.
- 17.3.3.1 the compatibility or ability of the Goods to fit into or perform to expectations in the receiving computer/internet environment; or
- 17.3.3.2 the behaviour of third party supplier, e.g. in relation to support;
17.3.4 You acknowledge that for a whole number of reasons outside of Our control, the Goods may fail to meet Your expectations, may not turn out to be fit for all or any of the purposes sought, may not be suitable or may not function properly in all or any respects;
17.3.5 You acknowledge that the Services provided by Us may involve the very task of seeking to customise Goods so they may be fit for particular purposes and that customisation may be a very substantial project in itself;
17.3.6 Accordingly You will accept the sole responsibility for, and indemnify and hold Us harmless in respect of:
- 17.3.6.1 decisions as to whether or not to follow recommendations by Us;
- 17.3.6.2 decisions as to whether or not to purchase or customise Goods or obtain Services for that or any other purpose; and
- 17.3.6.3 any failure or defect in suitability, function or fitness for purpose of any Goods and/or Services, including a responsibility to obtain Your own independent advice or second opinion from a suitably qualified person;
17.3.7 Where We provide Services with a view to achieving Your purposes, suitability, function or fitness for purpose (whether expressed, agreed or otherwise), You must pay for those Services on time without any set-off or counter-claim, whether or not We are able to achieve any of such purposes, suitability, function or fitness for purpose, provided always that We have acted in good faith and have made what We consider, in Our absolute discretion, to have made all reasonable endeavours to achieve those outcomes.

17.4 Testing Procedures: You will follow the instructions of Ours with regard to testing or troubleshooting any problems and that if those do not resolve the outstanding problems, We will, subject to these Conditions, allocate such resources as We consider reasonable in the circumstances towards their resolution.

18. Force Majeure

18.1 Force Majeure: If We are unable to supply any Goods or Services due to circumstances beyond Our reasonable control, We may cancel the Order (even if the Order has already been accepted) or cease to provide the Services by written notice to You, in which case You will hold Us harmless.

18.2 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, intervention or public authority, explosion or accident.

19. Product Specifications

19.1 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 of the Goods after the Order date and before delivery.

19.2 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 or otherwise agreed for the Goods ordered.

20. Warranties

20.1 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.

20.2 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. This includes any damages or moneys due to You arising under, or in connection with, any breach by the manufacturer of any the manufacturer’s warranties in respect of the Goods.

21. Liability

21.1 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.

21.2 No liability for program or data loss: You indemnify and hold Us harmless in respect of any allegation, claim, loss or expense of Yours or any third party for any program or data loss or damage suffered by You or that third party arising directly or indirectly from the supply of the Goods or Services by Us to You. You acknowledge You are solely responsible for backing up Your programs and data in order to mitigate Your own potential loss of programs and data.

21.3 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 or any liability to You or any third party.

21.4 Limit on damage from a failure in supply: You indemnify and hold Us harmless for any allegation or claim for loss or damage by You or a third party where We have failed to meet any delivery date or cancels or suspends the supply of Goods or Services.

21.5 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 (including, but not limited to, by the negligence of Us) which is suffered or incurred by You in connection with:

21.5.1 Goods or Services provided to You or any Work;
21.5.2 these Terms and Conditions;
21.5.3 Your use of Our website (including the use of a credit card or other debit device) or any linked website;
21.5.4 the non-availability of Goods or Our Services for any reason;
21.5.5 any act or omission of Ours or the provision of inaccurate, incomplete or incorrect information by You, or
21.5.6 for any other reason whatsoever.

21.6 Limitation options: To the extent that any legislation implies a condition or warranty that cannot be excluded but can be limited, clause 21.5 does not apply to that liability and Our liability for any breach of that condition or warranty is limited to Our doing any one or more of the following (at its election):

21.6.1 replacing the Goods or supplying equivalent Goods, Services or Work;
21.6.2 repairing the Goods or the Work;
21.6.3 paying the cost of replacing the Goods or the Work or acquiring equivalent Goods, Services or Work; or
21.6.4 paying the cost of having the Goods or the Work repaired.

21.7 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.

21.8 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.

22. Errors and Omissions

22.1 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, notwithstanding that We have already accepted Your Order and/or received payment from You. Our liability in that event will be limited to the return of any money You have paid in respect of the Order. Our Responsibilities

23. Privacy Statements and Your Rights

23.1 We are collecting Your personal information for the fulfilment of Quotes, Orders and the provision of Goods or Services to you and it may retain and use it for any such purposes (“Authorised Purposes”).

23.2 You are required to provide your personal information to Us for Authorised Purposes.

23.3 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, to verify the information You provide, for enquiries about Goods or Services that may be suitable for your purposes, or to confirm Your requirements, to anyone proposing to supply Goods or Services to You, or to acquire Goods or Services on Your behalf, or in respect of enquiries relating to any of the foregoing.

23.4 Otherwise We will not disclose Your personal information without Your consent unless authorised by law.

23.5 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.

23.6 We rely on You to submit correct information and details where requested. You accept that You may incur additional expenses if you submit incorrect information.

24. Our Website

24.1 We make no representations or warranties in relation to information available on Our website, including without limitation:

24.1.1 that the information on Our website is complete or correct;
24.1.2 that Our website will be continuously available or free from any delay in operation or transmission, virus, communications failure, internet access difficulties or malfunction in hardware or software; and that We endorse any internet site linked to Our website or any third party products or services referred to on Our website.

Your Responsibilities

25. Lodging of Service Requests

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

26. Access to Systems, Sites and People

26.1 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.

26.2 You agree to allow Us to install software on Your Equipment that allows Our technicians to access Your systems at any time. This software allows Us to view system statuses, send monitoring information, see users’ desktops and control Your PC’s. This may require that devices are left on overnight or weekends.

27. Third Party Authorisations

27.1 At times We may need to contact Your third party providers on Your behalf, such as Your internet provider. Some of these providers may require Your authorisation for Us to deal on Your behalf. It is Your responsibility to ensure that We are able to deal freely with these providers.

28. Payment, Late Payment and Default

28.1 Payment due date: All invoices issued to You are due and payable to Us within the terms stated on the invoice (unless otherwise agreed in writing). by cash, check, credit card or direct deposit in accordance with these Terms and Conditions and in the way set out in the Invoice.

28.2 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.

28.3 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, in addition to the original invoice cost. If You default in payment of any invoice on time, moneys which would have become due by You at a later date shall be immediately due and payable without any further notice to You. Collectively, all of these moneys are referred to in these Conditions as a “Sum Due”.

28.4 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, calculated and charged daily on and from the due date until the Sum Due is paid in full.

28.5 Application of funds: All payments of the Sum Due made by You to Us will be applied as follows:

28.5.1 first in or towards payment of any costs (including legal costs), charges, expenses or outgoings paid by Us in relation to any dishonoured cheque fees, collection costs or any other action taken by Us for the recovery of any amounts owing by You to Us;
28.5.2 secondly, in or towards payment of any interest due or payable hereunder, and
28.5.3 thirdly, in or towards payment of Your debts to Us in order from the longest standing due to the most recently incurred.

28.6 Security: We may require You to provide security over Your property (including the Goods or any other property of Yours) as collateral to be held as security for any Sum Due or as a condition precedent to the continuation of supply of Goods or Services by Us to You.

28.7 Payment arrangements: In the event that a repayment arrangement is made in relation to any Sum Due and the supply of Goods or Services is resumed, but then a repayment due under that arrangement is not made on time, We may, in Our absolute discretion and without prior notice, again suspend or discontinue the supply of Goods or Services to You.

28.8 Power of Attorney: You hereby irrevocably appoint Us as Your attorney to do anything We consider fit for the recovery of the Sum Due or the creation, perfection or enforcement of any collateral held or to be held as security for any Sum Due.

28.9 Other remedies: We may exercise any of Our rights and remedies including taking legal action against You for the recovery of any moneys due to Us, notwithstanding it may have exercised other rights under these Conditions.

29. Non Solicitation of Clients and Employees

29.1 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 (or the maximum amount permissible by a Court).

29.2 You agree that Our damages resulting from breach of this clause 31.1 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 and We shall have the option to terminate this Agreement without further notice or liability to You. The amount of liquidated damages reflected herein is not intended as a penalty and is reasonably calculated based upon the projected costs We would incur to identify, recruit, hire and train suitable replacements for such personnel.

30. Software

30.1 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, so that that they can be reproduced if and when required. This includes all Software installed by Us.

30.2 You indemnify and hold Us harmless against any claim, allegation, loss, damage or expense arising directly or indirectly from:

30.2.1 any unauthorised Software use by You;
30.2.2 any breach of any Software licence in respect of Software provided to Us by You to be installed on one of Your computers;
30.2.3 otherwise as a result of Us installing Software at Your where You are not authorised to use the Software; and
30.2.4 any problem, defect or malfunction associated with any Software (or related services) supplied by third parties.

30.3 All copyright in custom software remains the sole property of Ours unless alternate arrangements are made as part of a separate software agreement.

31. Copyright and Confidentiality

31.1 Warranty and breach: You warrant that any confidential or copyright information or intellectual property (of any kind and in any form held) or provided by You to Us belongs to You. In the event of any breach of this warranty, You will pay all sums due to Us as If such warranty had not been breached (and regardless of any non-performance of any obligation by Us on account of or in connection with the breach of such warranty). You indemnify and hold Us harmless in respect of any allegations, claims, loss, costs or expenses in connection with such breach of warranty by You.

31.2 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 by Us and You.

31.3 Confidential Information: We acknowledge that in the course of providing Services to You, We may learn from You certain non-public personal and otherwise confidential information relating to You, including Your customers, consumers or employees. We shall regard any and all information We receive which in any way relates or pertains to You, including Your customers, consumers or employees as confidential.

31.4 You also acknowledge that all information and services, consulting techniques, proposals, and documents disclosed by Us or which comes to Our attention during the course of business and provided under this agreement constitute valuable assets of, and confidential and/or proprietary information to Us.

As such, 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, to any person or entity, or permit any of its employees, agents, or representatives to do so for any purpose except unless permitted in writing by the disclosing party or as required by applicable law.