Next Edge Pty Ltd (ACN 168 891 898)
Terms and Conditions of Service
These terms and conditions apply to any business dealings by ABN 85 503 353 701 prior to 26th May 2014.
These terms and conditions of service are subject to change without notice.
These terms and conditions may be added to in some cases, at which time any additional terms & conditions will be supplied directly to the customer and join the below.
1. DEFINITIONS
In these conditions:
"Next Edge" means the trading name of Next Edge Pty Ltd (ACN 168 891 898);
"Conditions" means these Conditions of Provision of Goods and Services;
"Customer" means a person, firm or corporation jointly and severally if there is more than one, acquiring goods or services from Next Edge;
"goods" means goods supplied by Next Edge to the customer;
"On-Call Service" means Next Edge standard on-site service;
"GPO" means the Sydney Post Office in George Street;
"services" means services supplied by Next Edge to the Customer;
"Loss or Damage" means any time, expense and/or purchase related to the sale, consulting, order processing, configuration, loss of business and/or delivery of a quoted goods and services.
2. BASIS OF CONTRACT
2.1 Unless otherwise agreed by Next Edge in writing, these Conditions apply exclusively to every contract for the sale of goods and services by Next Edge to the customer and cannot be varied or supplanted by any other conditions without the prior written consent of Next Edge .
2.2 Any written quotation written by Next Edge to the customer concerning the proposed supply of goods or services is valid for 7 days and is an invitation only to the Customer to place an order based on the quotation. The conditions may include the additional terms in the quotation which are not inconsistent with the Conditions.
3. CHARGES AND PAYMENT
3.1 Payment of Goods and Services must be made by cash or cheque on or prior to the completion of the provision of goods and services unless the customer has a credit account with Next Edge.
3.2 The charges for On-Call service are outlined in our fee schedule, please contact us for a copy.
3.3 After the minimum charge of one hour, Next Edge visits are charged in full hour units. Any part thereof is chargeable at the same rate as a full hour.
3.4 If the Customer chooses to cancel an Next Edge Support Agreement at any time, then the cancellation fee will be two months charge of the currently paid agreement fee from the last date of support agreed.
3.5 All goods supplied by Next Edge are charged separately from the service.
3.6 Where there is any change in the costs incurred by Next Edge in relation to the goods or services, Next Edge may vary its price for goods or services in order to take account of any such change, without giving notice to the Customer.
3.7 Where Next Edge is required to pick up or deliver within 50km of the GPO, a charge of $25 applies. Where pick up or delivery is outside this area, an extra charge will be made.
3.8 When an Next Edge engineer travels to the Customer's premises, a charge of $85 per hour travelled applies. Any other cost incurred relating to travel expenses will be charged to the Customer.
3.9 When Next Edge is working a day rate greater than 100km of the GPO, overnight accommodation is to be provided by the Customer and/or charged to the Customer.
4. PAYMENT DEFAULT
4.1 If the customer defaults on payment by the due date of any amount payable to Next Edge , or if any cheque drawn by the Customer is dishonoured, then all money that would become payable by the Customer to Next Edge at a later date on any account, becomes immediately due and payable without the requirement of any notice to the Customer, and Next Edge may, without prejudice of any other remedy available to it:-
(a) charge the Customer interest on any sum due at the prevailing rate pursuant to the Penalty interest Rates Act 1983 plus 4 per cent for the period from the due date until the date of payment in full;
(b) charge the Customer for all expenses and costs (including legal costs on a solicitor/own client basis and dishonoured cheque fees) incurred by it resulting in the default and in taking what ever action it deems appropriate to recover any sum due;
(c) cease or suspend for such period as Next Edge thinks fit, supply of any or all further goods or services to the Customer;
(d) by notice in writing to the customer, suspend and/or terminate any contract/s with the customer so far as unperformed by Next Edge ;
(e) charge the Customer a flat rate per period block of time overdue;
(f) remove any discounting that was applied to the Customer quotation;
without effect on the accrued rights of Next Edge under any contract.
4.2 Clauses 4.1(c) and 4.1(d) may also be relied upon, at the option of Next Edge :
(a) where the Customer is an individual and becomes bankrupt or enters into any scheme of arrangement or any assignment of composition with or for the benefit of his or her creditors or any class of his or her creditors generally; or
(b) where the Customer is a corporation and, it enters into any scheme of arrangement or any assignment or composition with or for the benefit of its creditors or any class of its creditors generally, or has a liquidator, provisional liquidator, administrator, receiver or receiver and manager appointed, or any action is taken, or with the view to, the liquidation (including provisional liquidation), winding up or dissolution without winding up of the Customer.
5. PASSING OF PROPERTY
Until full payment in cleared funds is received by Next Edge for all goods supplied by it to the Customer, as well as other amounts owing to Next Edge by the customer:-
(a) title and property in all goods remain vested in Next Edge and do not pass to the Customer;
(b) the Customer must hold the goods as fiduciary bailee and agent for Next Edge ;
(c) the Customer must keep the goods separate from its goods and maintain the labelling and packaging of the goods;
(d) the Customer is required to hold the proceeds of any sale of the goods on trust for Next Edge in a separate account however failure to do so will not affect the Customer's obligation to deal with the proceeds as trustee;
(e) Next Edge may without notice, enter any premises where it suspects goods may be and remove them, notwithstanding that they may have been attached to other goods not the property of Next Edge, and for this purpose the Customer irrevocably licences Next Edge to enter such premises and also indemnifies Next Edge from and against all costs, claims, demands or actions by any party arising from such action.
6. RISK INSURANCE
The risk in the goods and all the insurance responsibility for theft, damage or otherwise in respect of the goods will pass to the Customer immediately upon delivery of the goods to the premises nominated by the Customer.
7. PERFORMANCE OF CONTRACT
7.1 Any period or date for delivery of goods and provision of services stated by Next Edge is intended as an estimate only and is not a contractual commitment.
7.2 Next Edge will use its best reasonable endeavours to meet any estimated dates for delivery of the goods or completion of the services.
7.3 (retracted).
7.4 Nothing in clause 7.2 is to be taken to mean that a solution will be provided in any particular time, or for any particular amount of money.
7.5 Next Edge will not be liable for any third party services engaged by the client that adversely impact Next Edge's ability to provide a product or service.
7.6 Next Edge may be required to make more than one visit to client's premises to correctly diagnose any problem. If more than one visit is required, any visit after the first will be chargeable.
7.7 The decision as to whether a solution has been diagnosed is in the reasonable discretion of Next Edge.
7.8 Next Edge physical onsite availability under any service engagement is not guaranteed, most services are deliverable remotely and Next Edge retains the right to decide on onsite requirement.
7.9 Next Edge operates all support services under our Service Level Agreement (SLA) terms, these can be found here.
8. WARRANTIES
8.1 All goods and services supplied shall be free from defects in materials and workmanship for a period of 30 days from the date of delivery.
8.2 This warrantee does not apply in circumstances where:
(a) the goods or services are not defective;
(b) the goods were used or services required for a purpose other than which they were intended;
(c) the goods were repaired, modified or altered by any person other than Next Edge;
(d) the defect has arisen due to misuse, neglect or accident;
(e) the defect has arisen due to normal wear and tear on the goods;
(f) the goods have not been stored or maintained as recommended by Next Edge or the manufacturer;
(g) the Customer is in breach of the Conditions;
(h) the Customer has altered the hardware or software configuration of the Customer's computer after the completion of the services; or
(i) the Customer has terminated the services of Next Edge before, in the reasonable opinion of Next Edge, the services have been completed.
9. LIABILITY
9.1 Except as specifically set out herein, 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.
9.2 Replacement or repair of the goods or resupply of the services is the absolute limit of Next Edge' liability howsoever arising under or in connection with the description, quality, condition, performance, assembly, manufacture, design, merchant-ability or fitness for the purpose of the goods or services or alternatively the sale, use of, storage or any other dealings with the goods or services by the Customer or any third party.
9.3 Next Edge is not liable for any program or data loss or damage by any Customer arising directly or indirectly from the provision of goods and services.
9.4 Any replacement of parts under warranty will be carried out at the premises nominated by Next Edge. The cost and risk of transport of any defective part to the nominated premises is the responsibility of the Customer.
9.5 Next Edge is not liable for any indirect or consequential losses or expenses suffered by the Customer or any third party, howsoever caused, including but not limited to loss of turnover, profits, business or goodwill or any liability to any other party.
9.6 Next Edge will not be liable for any loss or damage suffered by the Customer where Next Edge has failed to meet any delivery date or cancels or suspends the supply of goods or services.
9.7 Nothing in the 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 sale of goods or supply of services which cannot be excluded, restricted or modified.
10. COPYRIGHT IN SOFTWARE
10.1 Next Edge will not be responsible to the customer or any third party for any breach of any software licence in respect to software provided to Next Edge by the Customer to be installed on a Customer's computer.
10.2 The Customer hereby indemnifies Next Edge against any loss, damage, costs, harm or other expense whatsoever arising either directly or indirectly as a result of Next Edge installing software at the request of the Customer.
10.3 Next Edge will not knowingly install software beyond its allowable licenced number, and maintains the right of refusal regardless to support agreements.
11. CANCELLATION
11.1 If, through circumstances beyond the control of Next Edge, Next Edge is unable to effect delivery or provision of goods or services, then Next Edge may cancel the Customer's order (even if it has already been accepted) by notice in writing to the Customer.
11.2 If the Customer cancel's any order for goods or services after a signed quote has been received by Next Edge, then Next Edge may charge a cancellation fee of up to 100% the original quotation value plus any additional costs incurred for the loss and damage caused.
11.3 If the Customer wishes to cancel any ongoing/reoccurring products or services then the Customer is required to give 60 notice in writing and all fees & charges for that 60 days will remain payable.
12. DOMAIN REGISTRATION
12.1 All domains registered with Next Edge are combined with a physical management service.
12.2 Domains registered with Next Edge will contain our "Managed Domain" contact on their WHOIS record to ensure security of the record, by engaging our service you agree to this occurring.
12.3 You agree to give us 5 days notice of any intention to transfer out your domain, any attempt to transfer without notification will be actively denied by our staff for your registrations security & protection.
13. PRIVACY & CUSTOMER DATA
13.1 Next Edge has a duty of care as to the privacy & protection of customer data/information (in what-ever form) we come in contact with, see or hear during the execution of service to the customer.
13.2 Next Edge may at times, in its technical capacity, access, see or hear confidential information, this information is kept commercial in confidence at all times.
13.3 Next Edge systems may log, monitor and/or record raw packet data for the purposes of troubleshooting system issues reported by customers. Raw packet data is held securely for a limited time and only accessed in situations where the customer is engaging a requirement to do so.