Standard Terms & Conditions
These standard terms and conditions may change at any time without notice to you and any amended version(s) will be published on Directions website http://www.directions.com.au/.(“Website”) and will be valid from the date of posting to the Website.
Directions must use all reasonable commercial efforts to complete the Services within a reasonable and/or agreed time. We will perform the Services with due care, competence and diligence; however the quality of the Services will depend on input from you. We reserve the right, where external circumstances are the cause to extend the length of time that it will take to complete any of the tasks that make up the Services. Reasonable notice will be provided to the Client. The necessity of any site visits, meetings and their scheduling are at the sole discretion of Directions. A webinar, telephone call, audio/video conference or written report may take the place of any in person meeting or report at the sole discretion of Directions. Our operating hours are generally from 8.30am to 5pm, Monday to Friday, excluding public holidays.
You must instruct us fully and, in a timely fashion, give Directions each of the following (as they are ordinarily reasonably required to perform the Services):
- information – Directions is entitled to rely on the accuracy of that information without independently verifying it. That is so whether the information is provided by you, your representatives, or your advisers;
- resources – you must provide (and designate to the assignment) all resources that are reasonably necessary to ensure timely sign-off of specifications, emails, accounts and deliverables etc.
Directions will not be liable for any failure or delay in performing the Services if that failure or delay arises from anything beyond its control – including the untimely performance by you of your obligations. In addition, Directions is entitled to review its fees and, if the delay is substantial, terminate this agreement under the terms of the Network Support Services Agreement.
FEES & EXPENSES
You agree to pay fees under the terms as outlined in the Network Support Services Agreement and Schedule A-1 Services Overview and under the Payment Schedule (A-2). In addition to the fees, you agree to pay any tax or other charge imposed on us (now or in the future) in relation to any transactions arising in connection with, or as an outcome of, this agreement including (but not limited to) a goods and services tax (“GST”). Note: any fees chargeable under this agreement may be varied to reflect the net financial impact of any change in law affecting the cost to Directions of providing the Services including, without limitation, the introduction or change in the rate of GST in relation to the Services provided by us under this agreement.
Directions is entitled to review fees quoted if you do not proceed to engage us within 30 days of the agreement.
You agree to pay the fees and expenses as set out in the terms of each invoice. We reserve the right to perform no further work for you until all outstanding accounts are paid in full.
There is a minimum $35 charge on all returned cheques or payments.
All hardware is sold with a manufacturer’s warranty. Directions provides no additional warranty or guarantee.
From time to time Directions may offer for sale items that are demonstration units, refurbished, or used. All such items are sold “as is” and are not returnable in any event.
Without prior agreement no merchandise may be returned. Certain special ordered items may involve a cancellation fee. You agrees to be liable for and indemnify Directions against any cancellation fee that may be charged for any item that you order either verbally or in writing or by any other means.
Directions cannot guarantee the price and/or availability of hardware, software or other items quoted. Prices of items supplied by third parties may change without notice.
Any alleged defective hardware or other merchandise must be returned to Directions with freight prepaid. Any freight unpaid items will be refused delivery.
RETENTION OF TITLE
All hardware, software and other merchandise provided to you remains the property of Directions until it is paid for in full. You give Directions permission to recover such items immediately upon being handed or delivered by mail a written notice of Directions intention to recover such items.
You agree to be liable for all damage or loss of all items or equipment, paid for in full or not, that may be located at your premises or are in transit to or from your premises or any other location (unless in the possession and control of Directions) and indemnify Directions and/or their agents in relation to such risks.
Directions shall not be bound by any terms or conditions printed on a purchase order, cheque, or correspondence from you without prior written acceptance of such terms by Directions and review of same by Directions’ lawyers.
Both Directions and you agree to take reasonable steps to maintain (within our respective organisations) the confidentiality of any proprietary or confidential information of the other.
INDEMNITY FOR LIABILITY TO THIRD PARTIES
As Directions may undertake the services “under contract” to the Client and may be acting as the Clients’ agent in relation to third party suppliers, where those third party suppliers invoice the Client directly, the Client agrees to abide by the terms of payment as laid out by each third party supplier.
You agree to indemnify Directions against all liabilities, claims, costs and expenses collectively referred to as “Loss” (including any GST payable by Directions on amounts paid by you under this indemnity) incurred by Directions in respect of any claim by a third party which is related to, arises out of, or is in any way associated with the Services or this agreement. However, the indemnity does not apply to any Loss in respect of any matters which are finally determined to have resulted from Direction’s negligent, wrongful or wilful acts or omissions.
If any provision of this agreement is found to be illegal, unenforceable or otherwise invalid then, despite that invalidity:
- this agreement will remain in full force and effect; and
- that provision will be deemed to be deleted and substituted by a valid one which in its economic effect comes so close to the invalid provision that it can be reasonably assumed that the parties would have contracted also with this new provision.
We will provide the Services as an independent contractor. Nothing shall be construed to create a partnership, joint venture or other relationship. No party has the right, power or authority to oblige or bind the other in any manner.