Support Services Terms and Conditions
IMPORTANT – YOU SHOULD READ THIS AGREEMENT CAREFULLY BEFORE ACCEPTING ANY SOFTWARE OR SERVICES FROM CYTRACK. BY PROCEEDING WITH AN ORDER FOR SOFTWARE OR SERVICES AFTER RECEIVING A COPY OF THIS DOCUMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND AGREE TO ABIDE BY ITS TERMS AND CONDITIONS.
CyTrack Intelligence Systems Pty Ltd (‘CyTrack’) agrees to provide, and you (as the customer) agree to accept, one or more of the following services as agreed between the parties, in accordance with the terms and conditions detailed in this agreement, with regard to software provided by CyTrack (‘Software’).
Software Care Services: CyTrack provides upgrades to the Software from time to time free of charge for one (1) year from acquisition of the Software by the Licensee under the CyTrack Software Licence Agreement. Thereafter, these services are provided on a subscription basis on payment by the Licensee of the relevant fee, and on the terms and conditions of this agreement.
Issue Resolution Services: This service consists of a remote help desk service provided by trained technicians via the telephone or remote diagnostics to the customer’s site.
On-Site Services: This includes any services CyTrack agrees to provide to the customer on-site. On-site services are not covered by Software Care Services or Issue Resolution Services or Service Vouchers.
This agreement incorporates by reference CyTrack’s Terms and Conditions and Software Licence Agreement.
- CyTrack will provide service, Monday to Friday, excluding public holidays. Normal working hours are 9.00 a.m. to 5.00 p.m. from the applicable local CyTrack office (listed on our web site). Note if you use a CyTrack office location for service outside of your local 9am-5pm timezone this is treated as out of hour’s service for billing purposes.
- The services are as described in this agreement and any formal project plan for services agreed by the parties in writing.
- Fees for services provided under this agreement are listed on our price lists and/or otherwise notified by CyTrack in writing from time to time.
- Issue Resolution Services: remote diagnostics support is provided subject to the customer providing CyTrack with internet access to the Software). If the customer refuses access for any reason, services may not be possible to be delivered. If it is possible to deliver the services they will be chargeable at the Service Voucher rates as detailed on our price list
- On-Site Services: Visits to your site will be charged at CyTrack’s’ current rate for travelling and technician time.
- If the customer requires service outside the hours agreed under (1) above, and gives CyTrack reasonable notice, then CyTrack will use all reasonable endeavours to provide it, subject to payment of extra charges in accordance with the standard scales and trading terms of CyTrack then in force.
- Multiple Sites – Customers running any product at more than one site who wish to purchase Software Care Services for each site at which the product is run. This does not apply to hourly charging or On-Site Services.
- The customer agrees to pay standard charges for Software Care Services and Issue Resolution Services annually in additional services including On-Site Services according to terms agreed when receiving an invoice from CyTrack.
- CyTrack reserves the right to alter the service charges upon 30 days prior written notice.
- For refunds requested for Service Vouchers that are within the 24 month expiry date, the following calculation is performed: the full rate will be retrospectively charged against any hours utilised from the original block of Service Vouchers purchased, then a 25% administration fee will be applied to the balance outstanding and the final fee will be available for refund to the customer within 30 days.
- YOU AGREE TO REGULARLY BACKUP YOUR SYSTEM AND ALL FILES TO ELIMINATE CATASTROPHIC LOSS OF DATA. CyTrack shall not be responsible for any costs, loss or damage associated with loss of data, recreating data, substitute equipment or programs, claims by third parties or similar costs.
- To the fullest extent permitted by law, CyTrack excludes:
I. any term, condition or warranty that may otherwise be implied by custom, law or statute;
II. any liability for loss caused by the negligence of CyTrack; and
III. any liability for any loss or damage suffered by a party or any other person that is indirect or consequential, including but not limited to loss of revenue, loss of income, loss of business, loss of profits, loss of goodwill or credit, loss of business reputation, loss of use, loss of time, loss of interest, damage to credit rating or loss or denial of opportunity.
- Some countries and states do not allow the exclusion of implied warranties, terms or conditions, so the above exclusions may not apply to you. In that case the following statements apply to the fullest extent permitted by law:
If CyTrack is liable for a breach of a term, condition or warranty described above, its liability is, to the fullest extent permitted by law, limited to any one or more of the following as CyTrack determines in its absolute discretion:
- It is the responsibility of the customer to inform CyTrack of any change in the location of the equipment to ensure continuity of service. If changes are made to the system itself or the location, and CyTrack is not informed, resulting in extra assistance by the employees of CyTrack, the customer will be subject to payment of extra charges.
- The term of this agreement is one (1) year (unless otherwise agreed in writing) . This agreement may be terminated by 30 days written notice given by either party.
- CyTrack may terminate this agreement immediately on written notice on the happening of one of the following events:
- your unremediable breach or threatened unremediable breach of any of your obligations under this agreement;
- your unremedied breach or threatened breach of any of your obligations under this agreement after having been given 30 days written notice to remedy such breach;
- the occurrence of any of the following events with regard to your affairs:
- any step is taken to enter into any scheme of arrangement with creditors,
- any step is taken to appoint a receiver or manager, a liquidator, an administrator or other like person,
- the suspension of debts generally, or (iv) you are deemed insolvent for the purposes of any provision of the Corporations Act 2001(Cth) or corresponding applicable laws;
- your merger or takeover by another party.
- This agreement will be automatically renewed for further one (1) year terms unless either party notifies the other it will not be renewing the agreement at least 30 days prior to the end of the current term. The prices under the renewed agreement will be at CyTrack’s current rates as at the date of renewal.
- This agreement is not transferable without the written consent of CyTrack.
- Except as expressly stated, the forgoing terms shall form the entire service agreement between CyTrack and the customer and shall not be varied by the terms and conditions of any order submitted by the customer for the repair and maintenance of the equipment.
- Charges for site visits, hardware warranty services and remedial work carried out by CyTrack such as recovery from misoperation or issues not caused by product fault will be additional.
- If the customer has work carried out that affects the CyTrack software or environment it is running on, by non-CyTrack approved or
trained personnel, it will incur charges for any required services to return the system to an acceptable working state and satisfactory
to CyTrack for providing coverage of the Software Care Services and/or Issue Resolution Services as applicable.
- Customers who have
- purchased Software without Issue Resolution Services, and wish to subscribe to Issue Resolution Services at a later date, or
- allowed their Issue Resolution Services to expire and wish to commence a fresh subscription, will be subject to a fee for site audit of the system status and will pay pro-rata from the time of purchase of the Software in the case of (a), or from the time the previous Issue Resolution Services expired in the case of (b).
- Customers not using current versions of the Software (available by reference from the CyTrack Web Site under the Clients area) will
only be supported once an upgrade to the current version is made under certain issues or conditions.
- This agreement shall be governed and construed in accordance with the laws of Australia and the State of Queensland. Furthermore it is understood that this agreement shall be treated as though it were executed in Queensland and the parties agree that any action relating to this agreement shall be instituted and prosecuted in the courts of the competent jurisdiction of the State of Queensland. If for any reason, a court of competent jurisdiction finds any provision or portion of this agreement unlawful, void, for any reason unenforceable, it shall be deleted and shall in no way affect the enforceability of any other provisions of this agreement.
By authorising your order of our services you acknowledge that you have read and understand this agreement and agree to abide by its terms and conditions. You also agree that except as expressly stated above this agreement is the complete and exclusive agreement between us concerning the Software and supersedes all prior agreements, proposals or communications, verbal or written between us. This agreement may be amended only in writing signed by both parties.