PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE AGREEING TO PURCHASE EFFICIENT TECH IT SERVICES. BY PURCHASING EFFICIENT TECH IT SERVICES YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.
AGREEMENT TO TERMS AND CONDITIONS:
Your Agreement: This Agreement for supply of Efficient Tech IT Services between you and Efficient Tech Limited consists of these terms and conditions.
By purchasing Efficient Tech IT Services you agree to be bound by this Agreement. In the event of any inconsistency between any part of this Agreement, these Terms & Conditions will take precedence.
SUPPLY OF SERVICES
Supply of Services: Subject to the above clauses, Efficient Tech will provide the Services to you for the term mutually agreed upon.
EFFICIENT TECH’S OBLIGATIONS TO YOU
Service Levels: Efficient Tech will use its best endeavours to meet or exceed the Service Level mutually agreed upon. If, for any reason, Efficient Tech fails to meet the Service Levels as mutually agreed upon, Efficient Tech’s sole liability and your right to compensation for that failure are limited to the amount charged for the service call in question.
No Guarantee: Efficient Tech does not guarantee uninterrupted service supply. Efficient Tech will have no liability for lack of performance, or unavailability or failure to deliver services if it is due to a cause which is reasonably beyond Efficient Tech’s control. For the avoidance of doubt, this includes failure of the Internet or other network services.
Performance: Efficient Tech will ensure that the Efficient Tech Services:
1. Are provided with reasonable care and skill;
2. Performed in the manner agreed upon.
Consumer Guarantees Act 1993: Efficient Tech will meet its obligations to you under the Consumer Guarantees Act 1993. However, if you are purchasing the Efficient Tech IT Services for the purposes of your business (as defined in the Consumer Guarantees Act 1993), you agree that the provisions of that Act will not apply to any services Efficient Tech provides you.
Privacy: Where Efficient Tech collects any personal information (“personal information”) about you, including details in your information form or information arising from your use of the Efficient Tech IT Services, Efficient Tech agrees to keep that personal information confidential. However, you agree that Efficient Tech may use your personal information for the purpose of providing for internal research purposes and for promoting and marketing other Efficient Tech or related company services. Efficient Tech will not disclose your personal information to third parties without your consent except where this is required in order for Efficient Tech IT to comply with its legal obligations, protect its rights or property or to enforce or apply the terms of this Agreement.
Sub-contractors: Where Efficient Tech considers it appropriate, Efficient Tech may appoint sub-contractors to perform its obligations under this Agreement. Efficient Tech will ensure that any sub-contractors which it appoints are suitably qualified and appropriately skilled for the performance of those obligations. Appointment of a sub-contractor will not change Efficient Tech’s responsibilities to you under this Agreement.
Suspension of Services: Efficient Tech may suspend or restrict the supply of any Efficient Tech IT Services to you at any time if you fail to pay any amount owing under this Agreement when due, or you otherwise breach the terms of this Agreement in any way.
YOUR OBLIGATIONS TO EFFICIENT TECH
Legal Authority: You agree that you are
(a) if a natural person, at least 18 years of age and legally entitled to enter into and perform the obligations under this Agreement;
(b) if a company or other corporate entity, that you have full legal authority to enter into this Agreement and to perform your contractual obligations.
Accurate Information: When you submit your Efficient Tech IT Services information form you must provide Efficient Tech with certain personal and business information for the purpose of opening an account for you and providing the Efficient Tech IT Services. You agree that all information provided by you for the purpose of this Agreement is complete and accurate in all respects. You agree that each person listed in relation to your account as being associated is your properly authorised agent with authority to act on your behalf in relation to all aspects of this Agreement (including, without limitation, modification and termination of Efficient Tech IT Services). You also agree to keep Efficient Tech updated of any changes to your account information.
General Obligations: In purchasing the Efficient Tech IT Services, you agree to:
follow all directions given by Efficient Tech in relation to the proper use of the Efficient Tech IT Services;
1. to only use the Efficient Tech IT Services for lawful purposes;
2. only use the Efficient Tech IT Services for your own internal purposes and not re-sell, on-bill or otherwise provide any of the Efficient Tech IT Services to any other person;
3. obtain any authorisation, license or consent which Efficient Tech advises is necessary for your use of the Efficient Tech IT Services;
4. comply with all laws and regulations applicable to use of the Efficient Tech IT Services.
PAYMENT
Pricing Schedule: You agree to pay for goods and services rendered by Efficient Tech within seven working days of the issue date on the invoice unless alternative terms of payment are mutually agreed upon. All Service Fees are quoted EXCLUSIVE of GST. You must pay GST in addition to all Service Fees at the same time and in the same manner as the Service Fees to which the GST relates.
Invoicing: Efficient Tech will charge you for goods and services from the time they are supplied, unless an alternative invoicing schedule is agreed upon.
Payment Options: You can elect to pay for the Efficient Tech IT Services in one of the following ways:
1. Cash
2. Cheque
3. Direct Credit via online banking or equivalent (preferred)
Mistakes: If you believe that any invoice contains a mistake, please contact Efficient Tech immediately. You do not need to pay the disputed portion of the invoice while the matter is being investigated. If there is a mistake in the invoice, Efficient Tech will provide a refund or credit on your next invoice as appropriate. If there is no mistake, and the due date for payment has already passed, the disputed amount will be payable by you immediately.
Late Payment: Efficient Tech reserves the right to charge you a late payment fee on all outstanding amounts due under this Agreement at a rate equal to 15% per annum, calculated daily from the due date for payment until the date such amount is paid.
Third Parties: Although you may expect to be reimbursed by a third party for our fees and expenses, and although our invoices may at your request or with your approval be directed to a third party, nevertheless you remain responsible for payment to us if the third party fails to pay us.
SOFTWARE AND OTHER INTELLECTUAL PROPERTY
Software: Where Efficient Tech provides you with any software in relation to the Efficient Tech IT Services, you agree that:
1. Efficient Tech or its legal licensors are the owner of that software;
2. you may only use the software for the purposes of the Managed Services;
3. you must not copy, alter, amend or otherwise interfere with the software in any way.
Intellectual Property: You agree that all right, title and interest in and to all Intellectual Property is owned by Efficient Tech or its legal licensors and you agree that you have no, and will make no claim to any right of, ownership of such Intellectual Property, except the limited rights of use granted under this Agreement.
WARRANTY FOR GOODS PURCHASED
Back To Base Warranty: All computer systems, peripherals and components are sold with a twelve month back to base warranty unless stated in writing at the time of purchase or offered by the manufacturer/supplier of the item as part of their warranty conditions. In the event of a fault or problem with the item, contact Efficient Tech Limited and arrange for the item to be returned to the Efficient Tech offices for warranty service.
Warranty Limitations:
Hard Disk Drive Failure: In the event of a hard disk failure within the warranty period, Efficient Tech Limited is limited only to the replacement of the faulty drive or a refund of its purchase price. Any data on the drive is the sole responsibility of the customer and no warranty is available for any data stored on hard disk drives sold by Efficient Tech Limited.
Software Compatibility: While reasonable precautions are taken, it is the responsibility of the customer to ensure that any software purchased is compatible with the computer system that they will be using it with. Efficient Tech Limited accepts no responsibility for the inability of any computer to run any software purchased from them. Efficient Tech staff will be happy to offer advice in this area but the final responsibility in this area falls to the customer.
Limitation of Claims: Warranty claims lodged with Efficient Tech Limited will be limited only to the purchase price of the computer, peripherals or components purchased.
LIABILITY
Exclusion of Liability: Nothing in this Agreement confers any liability on Efficient Tech for any:
1. indirect, consequential or special loss (of any kind), damage, cost or expense suffered or incurred by you as a direct or indirect result of use of the Efficient Tech IT Services whether due to a breach of this Agreement by Efficient Tech or otherwise.
2. loss, damage, cost or expense suffered or incurred by you to the extent this results any act or omission by you.
Liability Cap: Subject to clause 9.1, you agree that Efficient Tech’s entire liability and your exclusive remedy in law, equity or otherwise arising out of or in relation to this Agreement, including for any breach of this Agreement, is limited to the amount paid or payable by you to Efficient Tech under this Agreement for the Term of this Agreement.
MISCELLANEOUS
Assignment: You may not assign your rights or obligations under this Agreement to any other person.
Governing Law: This Agreement is governed by New Zealand law and both parties agree to submit to the exclusive jurisdiction of the New Zealand Courts.
Notices: Efficient Tech will send invoices and notices to you to the last known address you have advised us of. Each such invoice or notice will be deemed received five days after the day we post it.
Entire Agreement: This Agreement constitutes the entire agreement between you and Efficient Tech in relation to the supply of Efficient Tech IT Services.
Confidentiality: You agree to keep confidential all information relating to this Agreement and the supply of Efficient Tech IT Services which would reasonably be considered to be of a commercially sensitive nature. Subject to the terms of this Agreement, Efficient Tech will keep confidential all information about or relating to you which you provide us or which we gather as a result of the Efficient Tech IT Services. Unless otherwise authorised by you Efficient Tech will not access your files and folders.
Partial Invalidity: If any provision of this Agreement is deemed unlawful or unenforceable that provision will be deemed deleted from this Agreement. The remainder of this Agreement will remain in full force and effect.
Changes to these Terms and Conditions: We are entitled to change these Terms from time to time, in which case we will send you amended Terms, or notification of those terms being available on our Website. Such publication on our website shall be deemed notification. You acknowledge that we retain copyright in any material, solutions and documents prepared by us on your behalf. You further consent to us sending you electronic messages in respect of our firm, its services and the law generally. In the event you elect to unsubscribe to receive commercial electronic messages from us, in all other respects you hereby confirm acceptance of our Terms and Conditions (including any subsequent variations).
TERMINOLOGY
Definitions: The following terms shall have the meaning specified below:
“Goods & Services Tax” or “GST” means goods and services tax as defined in the Goods and Services Tax Act 1985, at the rate prevailing from time to time.
“Intellectual Property” means all registered and unregistered trademarks and logos (including, without limitation, those relating to Efficient Tech IT, Managed Services, and Visual Group Limited), patents and patent applications, trade secrets, proprietary information and know-how, copyright and all other intellectual property rights as that term is generally understood relating to or arising out of the Managed Services, Efficient Tech IT or Visual Group Limited.
“Service Fees” means the prices and fees payable by you for the services as mutually agreed upon.
“you” means the customer, being the purchaser of Efficient Tech IT Services and goods as described in any quotes or discussion with Efficient Tech Limited.
Other Definitions: Any other term not set out in clause 12.1 but defined in these terms and conditions will have the meaning given to it in these terms and conditions.
Interpretation: In this Agreement, unless the context requires otherwise, any reference to:
1. any party to this Agreement includes that party’s successors in title and assigns;
2. person includes an individual, body corporate, an association of persons (whether corporate or not), a trust and estate and agency of an estate (in each case, whether or not having separate legal personality and whether incorporated or existing in New Zealand or elsewhere);
3. the singular include the plural and vice versa; and
4. an agreement includes that agreement as modified, supplemented, novated or substituted from time to time.
5. sign $ or the word dollar in this Agreement shall be construed as a reference to New Zealand dollars. All amounts quoted exclude GST unless expressly stated otherwise.