Terms and Conditions

Agreed Scope means the scope of Services to be provided by Office Experts Group to the Customer, as described in the Quote provided to the Customer.

Confidential Information in relation to any person means any and all confidential and/or proprietary knowledge, data or information which is in the knowledge, possession or control of that person (or any employee or agent of that person), including:

(a) these Terms;

(b) all and every part of the information regarding that party’s business affairs obtained or disclosed during the course of negotiation and implementation of these Terms and the provision of the Services;

(c) Intellectual Property Rights, trade secrets, inventions, mask works, ideas, processes, formulas, source and object codes, data, programs, other works of authorship, know-how, improvements (including without limitation improvements in process), discoveries, developments, drawings, designs and techniques; and

(d) information regarding plans for research, development, new products, marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers.

Customer Premises means the business premises of the Customer from time to time.

Expenses means any out-of-pocket expenses incurred by Office Experts Group in providing the Services, including without limitation all travel accommodation and other expenses.

Fee Estimate has the meaning given by clause 7.1(a).

Fixed Price Quote has the meaning given by clause 7.1(b).

GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Intellectual Property Rights has the meaning given by clause 18.1.

Proposed Scope means the scope of work requested by the Customer from time to time.

Quote means a Fee Estimate or a Fixed Price Quote.

Relevant Laws means each relevant law or legal requirement under any statute, regulation or by-law, any condition of any authorisation and any decision, directive, guideline or requirement of a government agency which is relevant to the provision of the Services under these Terms.

Services means some or all of the services which are to be provided by Office Experts Group to the Customer pursuant to these Terms.

Service Standard means the standard expected of a skilled information technology professional acting in a safe and competent manner.

Up-Front Payment has the meaning given by clause 7.2 of the Terms

(a) Headings are for convenience only and do not form part of the Terms or affect their interpretation.

(b) A reference to any legislation includes regulations and other instruments under it and any variation or replacement of any of them.

(c) The singular includes the plural and vice versa, and words importing any gender include the other genders.

(d) A reference to “person” includes an individual, a firm, a body corporate, a partnership, a joint venture, an unincorporated body or association or any authority;

(e) References to any instrument are to that instrument as it may from time to time be amended or extended in accordance with its terms.

(f) References to dollars or $ is a reference to Australian dollars.

2.1 (Appointment)The Customer wishes to retain Office Experts Group to provide the Services subject to and accordance with these Terms. By signing and returning the Quote or by continuing to request Services from Office Experts Group, the Customer agrees to be bound by these Terms.

2.2 (Acceptance): Office Experts Group accepts its appointment to provide the Services in accordance with these Terms.

2.3 (Location): The Services may be provided by Office Experts Group at the Customer Premises or remotely, or at such other reasonable location as agreed between the parties from time to time.

3.1 (Commencement) Unless expressly stated otherwise in these Terms, the rights and obligations created under these Terms commence on, and are enforceable from, the date on which these Terms are signed by the Customer, or the date on which Office Experts Group start providing the Services.

3.2 (Term) These Terms will continue in full force and effect until they are terminated by Office Experts Group or the Customer.

(a) these Terms;

(b) the Service Standards;

(c) all Relevant Laws;

(d) the Agreed Scope; and

(e) any reasonable direction of the Customer.

(a) (Access): Arranging for staff or consultants of Office Experts Group to be provided with reasonable access (including remote access) to the Customer Premises or systems when required; and

(b) (Support): Providing access to the Customer’s systems and resources, to the extent deemed reasonably necessary and appropriate by Office Experts Group in respect of the provision of the Services.

6.1 (Reporting): Office Experts Group agrees to provide updates to the Customer regarding the provision of the Services (including in respect of “work in progress”) upon reasonable request of the Customer.

6.2 (Information): Office Experts Group agrees to provide the Customer with reasonable information regarding the provision of the Services.

(a) an estimate of fees having regard to the Proposed Scope (Fee Estimate). Office Experts Group agrees to use reasonable efforts to meet the Quote, however the Customer agrees that there may be circumstances in which the amount invoiced by Officer Experts may exceed the Quote. The Customer agrees that if the Proposed Scope changes, then the Quote will not be valid.

(b) a fixed estimate of costs prepared having regard to the Proposed Scope (Fixed Price Quote). Office Experts Group agrees to cap its fees for the provisions of the Services at the Fixed Price Quote amount, unless there is any change to the Proposed Scope.

(a) agree to amend the disputed invoice to take account of the Customer’s concerns; or

(b) reject the dispute and require the Customer to pay the invoice.

(a) (Expenses the responsibility of the Customer): Subject to paragraph (b), any Expenses incurred byOffice Experts Group in providing the Services will be charged at cost directly to the Customer.

(b) (Fixed Expenses): The Customer will not be responsible for any Expenses that have been specifically incorporated into a Fixed Price Quote.

(c) (Invoicing of expenses): Any Expenses incurred by Office Experts Group will be included in the invoices issued to the Customer pursuant to clause 7.3.

(a) immediately suspend provision of the Services to the Customer until the Overdue Amount (and any interest payable) has been paid in full;

(b) terminate any further provision of the Services (or any other services) to the Customer;

(c) Retain any items/equipment purchased by Office Experts Group on behalf of the Customer; and

(d) charge interest on the Overdue Amount at a rate of 2% per month.

Office Experts Group will not be liable for any loss, damage, disadvantage or harm that you may suffer as a result of us deciding not to continue to perform an further work for the Customer in accordance with clause 7.6.

(a) (GST Recovery) If a Supply under these Terms is subject to GST, the Recipient must pay to the Supplier an additional amount equal to the amount of any payment in connection with the Supply multiplied by the applicable GST rate.

(b) (Tax Invoices): The Supplier for any Taxable Supply under these Terms must deliver to the Recipient a Tax invoice that complies with all of the requirements of the GST Act prior to any obligation arising on the Recipient to pay the consideration for a Taxable Supply.

(c) (Time of Payment): The additional amount is payable at the same time as the consideration for the Supply is payable or is to be provided. However, the additional amount need not be paid until the Supplier gives the recipient a Tax Invoice.

(d) (Change in GST amount): If the amount of GST payable on Supplies under these Terms changes because of an Adjustment Event, the parties must do all things necessary to ensure that the Adjustment Event is appropriately recognised, including the issue of an Adjustment Note if required under the GST Act.

(e) (Meaning of Key Terms): Capitalised terms used in this clause that are not otherwise defined in these Terms have the meaning given in the GST Act.

(a) take all reasonable steps to facilitate the provision of the Services by Office Experts Group; and

(b) will pay all properly invoiced amounts when due and payable and any Overdue Amounts on demand.

9.1 Subject to law, Office Experts Group’s liability to the Customer in respect of the Services is limited to the total amount invoiced to the Customer in respect of the relevant Services.

9.2 Office Experts will not be liable for any damage or loss incurred by the Customer where such damage or loss is caused by the Customer.

9.3 Office Experts Group will not be liable where the Customer incurs loss due to a suspension of services by Office Experts Group caused by a failure of the Customer to pay any amount to Office Experts Group when such amount is due and payable.

(a) indemnify and keep indemnified on demand; and

(b) by way of continuing indemnity, defend and keep harmless, Office Experts Group and its officers, contractors and employees from and against all direct liabilities, damages, losses, penalties, demands, suits, costs, payments, outgoings expenses and proceedings of any nature whatsoever in relation to:

(c) any failure by the Customer to pay any amount due and payable to Office Experts Group;

(d) any other breach of these Terms by the Customer; or

(e) any reputational damage to the business or brand associated with Office Experts Group that is caused by the Customer.

11.1 (Privacy): Office Experts Group is bound by the privacy principles contained under the Privacy Act 1988 (Cth). Office Experts Group’s privacy policy is available at its website www.officeexperts.com.au. You must ensure that any personal information you give us is given with the consent of the person to whom it relates. Office Experts Group may use and disclose this information as required in relation to the Services that we provide, and in accordance with the privacy policy.

11.2 (Credit checks): If Office Experts Group provides the Services in advance of payment, then Office Experts Group may, in its sole discretion, liaise with third party providers to obtain a credit search and credit history of the Customer. The Customer agrees to cooperate with Office Experts Group in respect of any such credit check.

16.1 (Records): The Customer must keep such information and material in respect of the Services from time to time to ensure that Office Experts Group can satisfy its obligations under these Terms and pursuant to Relevant Law.

16.2 (Survival): This clause 16 survives termination of these Terms.

(a) treat all Confidential Information as secret and confidential and not use such Confidential Information for any unauthorised purpose;

(b) not disclose any Confidential Information to any person other than an employee or agent or sub-contractor who requires that information to effectively perform their respective duties, who are aware the information is confidential, and who are bound to treat it as such;

(c) ensure that it complies with any separate confidentiality agreements or undertakings entered into with the Customer from time to time; and

(d) not use any Confidential Information for its own purposes, or for the benefit of any third party, except as expressly authorised by the Customer.

(a) to its professional advisers upon those persons undertaking to keep confidential any information so disclosed; or

(b) to comply with any Relevant Law or requirement of any regulatory body; or

(c) to the extent that disclosure is required to perform the Services in accordance with these Terms; or

(d) with the prior written consent of the Customer.

(a) Intellectual Property Rights means:

(b) IP Materials means all documents, software, photographic or graphic works of any type, and other materials in any medium or format which are created by or on behalf of Office Experts Group in the course of performing the Services and which are protected or relate to Intellectual Property Rights.

(a) application of that provision in any other jurisdiction in which it is valid and enforceable; or

(b) remaining provisions of these Terms.

19.2 (Authority): Unless these Terms expressly provide otherwise, no party has the authority to act for, or incur any obligation on behalf of, the other parties.

19.3 (Costs): Each party must bear its own costs in respect of the entry into and negotiation of these Terms.

19.4 (Entire Agreement): These Terms comprise the parties’ entire understanding in relation to the subject matter of these Terms and supersede any prior agreement or arrangement.

19.5 (Reliance): The Customer acknowledges that it has entered these Terms:
(a) without reliance on any representation made by Office Experts Group or its officers or agents; and

(b) having made its own investigation and analysis of all matters relevant to these Terms.

19.6 (Cumulative): The rights, remedies and powers of the parties under these Terms are cumulative and not exclusive of any rights, remedies or powers provided to the parties by law.

19.7 (Consent): Unless these Terms expressly provides otherwise, any approval or consent required to be obtained under these Terms may be withheld, given conditionally, or given unconditionally, in each case in the relevant party’s absolute discretion.

19.8 (Waiver): A right granted to one party under these Terms may only be waived by that party giving notice in writing to the other party. A party does not waive any right granted under these Terms by not exercising that right immediately.

19.9 (Governing law and Jurisdiction): These Terms are governed by the laws in force in the State of New South Wales and the parties submit to the exclusive jurisdiction of the Supreme Court of New South Wales to decide any dispute between them in relation to these Terms.

(a) Microsoft Office design, construction, maintenance and support of documents, spreadsheets, presentations and databases.

(b) Programming in Microsoft Office to produce automated solutions using VBA.

(c) Creation and support of solutions using Microsoft Azure, Visual Studio and SQL Server.

(d) Integration of data to and from our solutions using 3rd party software, 3rd party APIs, ODBC and data files.

(e) Web Development using PHP, HTML2, JavaScript.

(f) Other software that is sometimes required to complete the Business’ solutions.