(Note: The following document is prepared for the above under the laws and practice prevailing. Seldom is a model form or document directly suitable to a transaction without adaptation to the particularities and circumstances of the matter.)
Escodata General Terms and Conditions
1. General
These conditions apply to all contracts/contractors/services by Escodata for the provision of computing equipment, software and services. In case of conflict these conditions shall override any terms or conditions imposed by Escodata’s clients. These conditions may only be varied on the written authority of Escodata’s contracts manager
2. Acceptance
Escodata’s quotations and proposals are without commitment and all orders require Escodata’s written acceptance to create a binding contract. Until then Escodata’s may vary or withdraw quotations or proposals at any time (notwithstanding any purported acceptance by a Client) and in the absence of an order to any quotation or proposal shall be deemed withdrawn 14 days after its issue by Escodata’s.
3. Selection of Computer Configurations, Packages and Services
Escodata’s may help Clients to specify or choose computer hardware/configurations or program products, but the assessment and selection of each Client's chosen equipment's suitability for that Client's purposes and the assessment and selection of hardware and software and other services as being suitable for the Client's chosen configuration and purposes must be the Client's ultimate responsibility. Escodata undertakes only that in giving such assistance it has acted in good faith and has not been willfully misleading. Pre-contract representations made by or on behalf of Escodata shall only be relied upon by the Client if they are made in writing and are expressly reproduced and incorporated in the contract between Escodata’s and the Client except in the instance of 3.1.
3.1 You as consumers also have responsibilities when requesting services from Escodata. You as the consumer need to make it clear what it is you want done. If you as our customer insist that Escodata perform a service in a particular way or that we use particular materials, Escodata will not be held responsible if as a result of the specified method or materials used for the service is unsatisfactory. In these circumstances, Escodata will require confirmation in writing for our own records that the materials or method were specified by the consumer, and were not advised by Escodata.
4. Charges, Costs and Expenses
Escodata’s reserves the right to charge for feasibility studies and the preparation of quotations. Unless Escodata’s expressly states otherwise, quoted charges and rates are exclusive of expenses, third party costs (including the cost of computer time and data transmission costs) and value added and other sales taxes. Escodata’s reserves the right to payment in reimbursement of these items and to increase quoted charges and rates to cover these items, to cover work not included in estimated costs when the quotation was prepared and to cover increases in third party costs, unforeseen items and cost increases outside Escodata’s control where such items and increases are incurred or arise after the date of Escodata’s quotation.
4.1 No Fix No Fee: If an Escodata technician cannot diagnose the fault with your Computer, Network or Phone System (including any Software or Hardware) and/or is out of the scope of our Business Processes, we will not charge you for our services. If the fault or issue is diagnosed as a Software or Hardware fault that needs upgrading and you choose not to replace the item/s as recommended, you acknowledge that we have met our commitment of our service by diagnosing your fault by providing a solution and our standard hourly charge will apply. In the instance that the fault is an ISP and/or a line/connection issue with your voice/data carrier you also acknowledge that we again have provided the required service and a fee will be charged.
4.2 No Callout Fee: On presentation of flyer only. Pricing includes free onsite servicing, pick up and deliver by Escodata Technicians and Sales Representatives with in a 15 km radius of our office. Outside of this area will be calculated at a standard fee of $19.90 up to 30km $29.90 up to 40km and $39.90 up to 50km. Our scope of business can suit all home and business surrounding Brisbane to the Gold Coast.
4.3 Hourly Charges and Job Order Rates. All onsite work services carried out by an Escodata Technician is calculated at an hourly rate being $85 inc GST for Home/Personal use (minimum of 1 hour per on-site job plus call out fees) and $125 inc GST for business use (minimum of 2 hour per on-site job plus call out fees). After hours rates start from $175. If your requirements exceed 2 hours and also require off site work this would be subject to quotation as a Job Order and pricing will be quoted by 2 categories being Pre Deployment Configuration plus the standard hourly rate.
4.4 Data and Electrical Cabling Installations and Services. All data cabling and electrical cabling work carried out by a licensed electrician on a customers premise is subject to separate specific hourly rate outside of standard hourly rate and Pre Deployment Configurations being for Computer, Networking and Phone System, repairs installations and maintenance as per 4.0. Data and Electrical cabling installation hourly rate is quoted directly from the contracted Data/Electrical Engineer. You as the customer, needs to consider each contracts own terms and conditions of services and charges payable directly to them. Escodata’s general terms and conditions are in addition to the contracted technician terms of services and subject to 6.1 and 7.5. Rates vary due to construction/material of a building/premise and its foundation, specification of the architectural design and size of the premise as such will vary the cable and drilling requirements of each premise. Total Job Specific Quotes/Prices will be made available after a site audit is carried out and is subject to 6.3 of site requirements.
5. Payment
Escodata can except PayPal as a payment option. Though you as the customer need to consider PayPal's recommendataions with Fraud Protection, Identity Theft and Protecting your Personal Privacy. In conjuntion to this having a suitable Internect Security Program installed on your Personalal Computer/Network and/or have secure internet connection with your choosen ISP. Escodata will not take responsibility should you not comply with these standards. We do not have any invested interest with Paypal and do not enforce customers to use their services. We do how ever only offer remote support with payment therefore it is purely up to the customers discretion should they choose to use our services remotely or we can go to the customers site to deliver our service and take a invoiced cash payment. Any account issues need to be discussed with your bank and/or Paypal should you have an issue. Please click here to read further on PayPal Security Centre and Buyers safety. Or Click here as to PayPals Privacy Policy
Prices are valid for 7 days from date of quote.Price is subject to change without notice, including but not limited to: if there are incompatibilities of infrastructure, decision date, stock availability or price rises incurred beyond Escodata’s control.
If you as the customer have not been clear regarding your requirements or have miscommunicated your needs after accepting Escodata’s quote, you accept that additional charges will be payable by you as the customer above the original quoted price.
No further work will be done for the customer while there are any outstanding accounts. Prompt remittance of account are required if you intend to receive priority services or any future services from Escodata.If for any reason a repeat call out is required you accept that additional charges will be payable by you as the customer above the original quoted price.Hardware Components requires 100% upfront payment prior to Escodata ordering the equipment and/or software and the balance by Direct Bank Deposit within 5 days after installation.Escodata reserves the right to place any future orders on hold until previous outstanding accounts have been settled. If the Customer fails to pay for any Goods or Services within the above-mentioned time, Escodata reserves the
All prices quoted are GST inclusive.
6. Delivery, Completion & Site Requirements
6.1 Escodata’s will always endeavor to meet the Client's delivery requirements but accepts no responsibility to deliver and/or install equipment, software or otherwise to complete work by any specified date. Delivery and completion dates quoted by Escodata or included in any agreement are estimates only and without engagement.
6.2 Escodata deems delivery of hardware and or software to be effected when the hardware and software in any machine readable form (together with software operating instructions) is supplied at the Client's computer installation. Except for software written or modified to the Client's special order (as to which see Condition 10 below) software is deemed to be accepted by the Client on delivery on the basis that it has first passed Escodata’s standard acceptance tests. Except where Escodata specifically undertakes to do so and subject to these Conditions Escodata accepts no obligation to provide software installation or maintenance services or any materials other than machine readable object code with human-readable operating instructions.
6.3 Customer agrees to assist Escodata in servicing, repairing or installing the Equipment by providing them time with devices to be modified and supply/use of electricity, telephone, and communication facilities at no charge (except for supplies normally kept on hand by Technicians). Also a site audit will be completed to ensure adequate space, light, heating/cooling and access to a work area is available for the Escodata Technicians to work quickly and effetively to maintain invoiced hourly rates and minimize disturbance to your business. If the premise is altered after audit additional charges may apply.
7. Software, Hardware and Program Faults/Moves or Third Party Modification and Refunds
7.1 Conditionally on the Client's compliance with the Client's responsibilities under 7.2 below, Escodata will without charge use bona fide endeavors to correct any program fault (defined as functions of a program not operating in accordance as supplied by Escodata) in software of Escodata 's own production delivered by Escodata to the Client where such fault is reported by the Client to Escodata in writing with fully documented examples of the reported fault within 14 days of first delivery of the software to the Client (or when Escodata agrees to permit a phased implementation of a series of software items than within sixty days of the agreed phased implementation date for the relevant software) and (subject to Condition 12 below) Escodata 's liability for program faults in software whether of its own production or of third parties shall be limited to this provision.
7.2 The Client shall be responsible after software delivery for the correct operation maintenance and use of software provided by Escodata and of the equipment on which it is run. THEREFORE USERS ARE REQUIRED TO PERFORM SUCH ANTI-VIRAL CHECKING AND/OR OTHER VERIFICATION OF FILES PRIOR TO USING THE SAME ON THEIR SYSTEM OR PERMITTING OTHERS TO USE SUCH FILES
7.3 While Escodata believes that its software will be of value to Clients, Escodata cannot foresee every circumstance in which its software will be used and (in common with most software faults and for negligence. Subject to Condition 12 below, all express and implied conditions and warranties as to quality, suitability or performance in relation to any software supplied or licensed by Escodata or a third party and any amendments or enhancements Escodata undertakes are hereby excluded.
7.4 Except as may be expressly otherwise agreed in writing for specific program products, Escodata shall have no obligation to provide error correction or support services (including correction of faults in software) otherwise than in accordance with this Condition 7 and any such services (including services in connection with reports by the Client of claimed faults which do not qualify for correction by Escodata in accordance with this Condition) provided by Escodata and any expenses incurred by Escodata in providing such services shall be chargeable to the Client at Escodata 's rates established at the time such services are provided.
7.5 If the Equipment is not operating properly due to causes outside of Escodata’s control or the Vendors Warranty terms maintenance service can be provided at a per hour rates and upon acceptance of a quote. Causes other than normal wear and tear may include, but are not limited to, the following:
7.6 Refunds/Exchange: All product Warrantee Claims stand with the Manufacturer. If you require Escodata to obtain warrantee for the product on your behalf you as the consumer are liable for all postage to and from the closest Manufacturers warehouse though out Queensland or Australia. Escodata will it its best endeavors be sure that goods:
Escodata is not obliged to provide a refund, credit or exchange if you as the consumer have:
7.7 Escodata will not be liable for any loss of data or profits, or for any special, indirect, or consequential damages due to the client or a Third Party modifying or moving the equipment on or from the invoiced premises. Customer may elect to pay for the cost of all labor and materials incurred by Escodata to perform such services and protect data and the equipment it is stationed on (Data back up and recovery is an additional service that the client MUST stipulate prior to acceptance of any such invoice).
7.8 Time of Service for Escodata caused faults-. The remedial maintenance will be provided at no extra charge to Customer provided that Escodata is notified about the need for service and is given access to the Equipment between the hours of 8am-4pm Mon through Friday. Should the fault not be Escodata’s error the customer accepts to pay the hourly rate. (An additional $100 Inc GST applies if outside of normal business hours)
7.9 Authorised Software. Escodata will at no time supply or work with unarthorsied copies of software.
8. Staff and Employment
Escodata will use bona fide endeavors to avoid changes in key staff allocated to each Client's work. Because staff continuity is important to Escodata for other projects and because Escodata 's staff have access to confidential information, Escodata requires that Clients do not offer direct employment to any member or former member of Escodata 's technical or management staff for so long as they stay in Escodata s employment and (if they leave Escodata) until they have been out of Escodata 's employment for at least twelve months, and that Clients do not attempt to persuade any member of Escodata 's technical or management staff to leave Escodata 's employment. Escodata staff are available for contracting purposes within our specific field of IT and communication services upon writing and only through management of Escodata.
9. Confidence
Escodata will observe confidence in respect of all confidential information disclosed by Clients about their businesses to Escodata and requires each Client similarly to observe confidence (and to procure its staff to do so) in respect of all confidential information which Escodata may disclosure to the Client. These mutual obligations of confidence shall continue after completion of the Client's contract with Escodata for so long as the information disclosed remains outside the public domain, but shall not restrict Escodata's freedom to copy, re-use and disclose and license to third parties programs and techniques developed by Escodata for or with Clients and whether or not based upon confidential information disclosed by Clients to Escodata.
10. Programming Services
If Escodata agrees to design, write or modify software to a Client's special order the following provisions shall apply:
10.1 The Client shall provide and Escodata shall be entitled to require, and rely on, the Client's assistance and cooperation in developing functional and detailed specifications. The Client shall also provide such relevant information and such office, development and testing facilities at the Client's computer installation as Escodata may reasonably require during the development period;
10.2 Before delivery of the Software the Client shall prepare and provide to Escodata comprehensive and accurate test data complying with all applicable current specifications for the Client's projected software (and including the results the Client expects from processing such test data) against which Escodata shall test the Software before delivery.
10.3 The Client's approval of any specification prepared by Escodata shall be deemed to have been given if the Client does not in writing request modification of the specification within fourteen days of its delivery to the Client and an approved specification, or a specification deemed to have been approved under this provision, shall supersede all earlier specifications;
10.4 Escodata shall have no obligation to make any modification to a specification when a request for modification is made after approval or deemed approval of the specification by the Client, or to make any program amendment or correction not in accordance with the latest applicable current specification. Any such modification, amendment or correction which Escodata may make shall be charged to the Client as an additional service outside the contract price but on the terms of these conditions;
10.5 Acceptance of Software shall be deemed on processing of the Client's test data to yield the expected results specified in the test data or (if the Client's test data are not available before delivery of the Software or if the Client fails to make its computer available for testing purposes) fourteen days after delivery of the Software to the Client. If for any other reason outside Escodata’s reasonable control Escodata is unable to run test data, acceptance shall be deemed fourteen days after delivery of the Software to the Client unless within that period the Client reports to Escodata in writing specific faults in the Software (with examples of faulty output) by comparison with the latest applicable current specifications approved or deemed to have been approved by the Client. Acceptance shall then be deemed when Escodata has either disproved or corrected such faults as reported. Acceptance does not affect the provisions of Condition 7 above relating to program faults;
10.6 The previsions of Condition 11 below shall apply to Software; and
10.7 the Client shall indemnify Escodata against any claim made by a third party alleging that the Software infringes any property or right of any third party where the allegation results from Escodata 's compliance with the client's instructions.
11. Property and Copyright in Program Products
Escodata reserves property and copyright in all its work, including the company specific programming, Techniques and Business processes and software/programming to the development of which Clients may have contributed. The Client shall assign to Escodata all rights, title and interest (if any) which the Client may have in the Software/program developed by Escodata with or for the Client, and the Client's entitlement to use and copy any software/program which Escodata supplies to that Client is limited to a right to use and copy such software/program for that Client's own personal purposes on its own data and on its own computer/network. Source code, machine listings and other technical information relating to Escodata’s work remain Escodata’s confidential property and the Client is not entitled to access or to copy for reproduction. Before delivery by Escodata of any software to the Client (including Programs) the Client shall enter into a license agreement with Escodata defining and limiting the Client's rights and obligations in respect of the software and setting out circumstances in which Escodata shall be entitled to terminate the Client's license.
11.1 Licenses for software. All Software products are authentic and we do not use, recommend nor supply pirated/copied/illegitimate/unauthentic copies or breech any licensing agreements on use of licensing keys of any software/program at any time in any form. Escodata for its own protection reserves the right to keep a copy of a key to maintain authentication with our supplies for any such need to authenticate its purchase.
12. Limitation of Liabilities and Indemnity
12.1 Escodata does not seek to limit or exclude liability for death or for personal injuries arising from Escodata’s negligence.
12.2 Escodata accepts liability up to a limit of (dollars) in respect of any one claim for damage to property (other than goodwill, program-carrying media, records, data, programs or other intellectual or intangible property) arising from Escodata 's negligence or breach of contract to the extent that such liability is covered by Escodata s public and product liability insurance policies (copies of which are available for inspection on request) but Escodata accepts (and shall have) no further or other liability for damage to property.
12.3 If at any time and for any reason beyond its then reasonable control Escodata is not able to complete a contract Escodata reserves the right to withdraw form it, in which event Escodata’s liability shall be limited to the return of any payments already made by the Client to Escodata, less the amount of any costs and expenses incurred by Escodata in relation to the contract and related value added and other sales taxes (if any) down to the date of withdrawal.
12.4 Except as provided under 12.1, 12.2 and 12.3 above and except in respect of indemnities given expressly by Escodata to Clients against claims by third parties for breach of intellectual property rights, Escodata 's liability to any Client for loss damage or injury of any kind arising directly or indirectly either from Escodata 's negligence or from Escodata 's breach of any contract with that Client in respect of any claim or series of claims arising from the same event on circumstances shall be limited to the amount of the contract price paid or payable by the client to Escodata and related to the claim or claims made against Escodata.
12.5 Except as provided in 12.1, 12.2 and 12.4 above, each Client shall indemnify Escodata and its directors and employees (on whose behalf Escodata contracts for the purpose of securing such indemnity) against third party claims relating to work which Escodata undertakes for that Client or relating to equipment or software which Escodata supplies or licenses to that Client.
13. Interpretation
All Escodata’s contracts are governed by English law and Escodata’s Clients shall submit to the non-exclusive jurisdiction of the English courts.
The headings to these Conditions are included for convenience only and do not affect their interpretation.