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By accessing this Web site, you accept these terms and conditions. Genlogic IT Solutions reserves the right, in its sole discretion, to terminate or revise these terms at any time without prior notice. In the case of any violation of these terms, Genlogic IT Solutions reserves the right to seek all remedies available by law and in equity for such violations.

 1      Introduction

1.1    Genlogic IT Solution (Genlogic) is a provider of Information Technology Products, Services and Support.

1.2   Client wishes to engage with Genlogic to procure one or more Products, Services or Support from Genlogic.

 

2      Appointment

2.1   The provision of Products, Services and Support from Genlogic are governed by this Agreement.

2.2   Where certain Products are governed by product-specific licence agreements, such agreements are independent of this Agreement.

2.3   Genlogic will provide Services to Client from time-to-time as verbally requested by Client or as described in written form such as an engagement letter, project scope agreement, solution design document, development order, change requests or statements of work which will form exhibits to these terms and conditions (collectively, the “Agreement”) and unless stated to be fixed, these are provided on a time and materials basis.

2.4   Services may be provided either at a Client site or off-site.

2.5   Retention of Title: Risk of Products transfers to the client at time of delivery, but Genlogic retains title of ownership until all amounts due have been paid and reserves the right to enter client premises to remove unpaid goods.

 

3      Definitions

3.1   "Agreement" means this document, these terms and conditions along with Appendix.

3.2   "Customisations" means changes, modifications, amendments to software applications.

3.3   "Help Desk" means the provision of telephone, internet or email assistance.

3.4   "Maintenance" means software updates, fixes and enhancements.

3.5   "Products" means third party vendor software applications, Genlogic-developed software applications ("Genlogic Products") and hardware.

3.6   "Services" means the provision of consulting and development activities, including Customisations. This may include but not limited to: project management, business analysis, training, technical configuration, IT Infrastructure engineering.

3.7   "Support" means Maintenance and/or Help Desk.   

 

4 Indemnification

4.1    Genlogic agrees to indemnify, hold harmless and defend Client from and against any and all judgments, liabilities, damages, losses, expenses and costs (including, but not limited to, court costs and legal fees) incurred by Client and for which Client provides notice to Genlogic within thirty (30) days of such claim which relate to the violation of any third party’s copyright or proprietary  rights arising in the provision of Services or Genlogic Products, except where such violation arises from Genlogic’s reliance on Client’s instructions or specifications or where Client or its agents modify any aspect of the results of the Services, in which case Client shall indemnify Genlogic.

4.2   In the event of any infringement or claimed infringement, Client’s sole remedy shall be that Genlogic shall, in its sole discretion: (i) modify infringing materials to be non-infringing; (ii) obtain a license for Client to use the infringing materials; or (iii) subject to the limitation of liability provisions of this Agreement, provide monetary compensation to Client under this indemnity.

4.3   Client agrees to indemnify, hold harmless and defend Genlogic from and against any and all judgments, liabilities, damages, losses, expenses and costs (including, but not limited to, court costs and legal fees) incurred by Genlogic and for which Genlogic provides notice to Client within thirty (30) days of such claim which relate to the violation of any third party’s copyright or proprietary rights arising in connection with the provision of Services where such violation arises from Genlogic’s reliance on Client’s instructions or specifications or where Client or its agents modify any aspect of the results of the Services.

 

5 Independent Contractor Status

5.1    The parties hereto are independent contractors. Nothing in this Agreement shall be deemed to create any form of partnership, principal-agent relationship, employer-employee relationship, or joint venture between the parties hereto.

 

6      Intellectual Property and Privacy

6.1    All rights in any intellectual property relating to the Genlogic-Products, Services, Support, Customisations, related documentation, or background material remain the property of Genlogic.

6.2    Genlogic retains all rights to intellectual property created in connection with its performance of Services, Support and Customisations hereunder or elsewhere.

6.3    Genlogic awards, subject to this clause, to the Client a non-exclusive, irrevocable, perpetual, global licence to use the Intellectual Property Rights in any Customisations and result of Services provided to the Client for its own internal purposes. For the avoidance of doubt, the Client is not entitled to exploit the Intellectual Property referred to in this clause.

6.4   All Client data stored within the Product or its related components remains the property of the Client. The Client warrants that any logo or copyright material supplied by it to Genlogic are its own and may be used with its authorisation. Genlogic accepts no responsibility for the accuracy or protection of the Client’s data except to the extent imposed by privacy legislation. The Client warrants that it has complied with all such legislation and will continue to ensure it does so.

6.5   External links: Links to third-party Websites on this site may be provided solely as a convenience to you. If you use these links, you are leaving this Web site. Genlogic IT Solutions has not reviewed all of these third-party sites and does not control and is not responsible for any of their content. Furthermore, Genlogic IT Solutions does not endorse or make any representations about them, or any information, software or other products or materials found there, or any to this Web site, you do this entirely at your own risk and expressly release Genlogic IT Solutions from any and all resulting consequences, damages, and liabilities.

6.6 Trademarks: All logos, trademarks, and service marks (the "Trademarks") displayed on this site whether or not appearing in large print or with or without the trademark symbol are registered and unregistered Trademarks of Genlogic IT Solutions or of third parties. Your access to this Web site should not be construed as granting any license or right to use any marks appearing on the Web site without the prior written consent of Genlogic IT Solutions or the third-party owner thereof.

6.7 Copyright: All copyright rights in text, images, photographs, graphics user interface, and other content provided on this Web site, and the selection, coordination, and arrangement of such content, are owned by Genlogic IT Solutions or by third parties, to the full extent provided under the Copyright Act. Under applicable copyright laws, you are prohibited from copying, reproducing, modifying, distributing, displaying performing or transmitting any of the contents of this Web site for any purposes other than solely for your own personal, non-commercial, use. Nothing stated or implied on this Web site confers on you any license or right under any copyright of Genlogic IT Solutions or any third party.

 

7 Limited Liability

7.1    To the full extent permitted by law, and subject to the remainder of this clause, the parties agree that neither party to this Agreement shall have any liability, obligation or responsibility, whether in contract, tort (including but not limited to negligence), under statute or on any other basis, for any indirect, incidental, consequential, special or exemplary damages, or damages for loss of profits, revenue, data or use, arising in any way in connection with this Agreement, including, but not limited to, damage to property, injury to persons, lost profits, or delays or inconvenience, even if such party has been advised of the possibility of such damages.

7.2   Under the Competition and Consumer Act 2010 Act No. 51 of 1974 as amended (Cth) when implied conditions and warranties cannot be expressly excluded, Genlogic limits its liabilities in the case of Services, to the supplying of the Services again, or the payment of the cost of having the Services supplied again at the discretion of Genlogic.

7.3   To the full extent permitted by applicable law, Genlogic's maximum aggregate liability for damages under or in relation to this Agreement or in tort (including negligence), under statute or otherwise shall not exceed the amount of the fees paid by Client to Genlogic under this Agreement during the previous 12 month period in which such claim arises.

 

 8    Limited Warranty

8.1    Genlogic represents and warrants that: (i) it has the authority to enter into this Agreement; (ii) it will comply with all applicable law; (iii) Services will be provided in a professional and workmanship manner; and (iv) to the best of its knowledge, Products, Services and Support will not violate the copyright or proprietary rights of any third party, provided, however, that Genlogic expressly disclaims any warranty relating to infringement resulting from Genlogic’s use of tools, instructions, specifications, or other materials provided by Client to Genlogic (“client materials”) and provided, further, that the foregoing warranty shall not apply where Client or its Agents make modifications to any aspect of the results of the services.

8.2   Customisations that are provided on a fixed price basis are subject to a 30 day warranty from the date of delivery. During this warranty period Genlogic will resolve all programming errors specific to the Customisation specification. Errors or issues arising after this period will be resolved using chargeable Services.

8.3   Client represents and warrants that: (i) it has the authority to enter into this Agreement; (ii) it will comply with all applicable law; (iii) it has or has obtained the right to permit Genlogic to supply  any of the Products, Services or Support contemplated by this Agreement; and (iv) in entering into this Agreement it has relied upon its own experience, skill and judgement to evaluate the Products, Services and Support and that it has satisfied itself as to the suitability of the Products, Services and Support to meet its requirements.

 

 

9     Payment & Fees

9.1    All amounts in this Agreement are specified and payable in Australian Dollars.

9.2   All charges are exclusive of GST and any other governmental duty or tax which is applicable in any jurisdiction. Any such tax shall be additionally charged to the Client at the appropriate rate in force from time to time. GST has the meaning given to it in the A New Tax System (Goods and Services Tax) Act 1999.

9.3   All Services are provided on a fee for service basis at prevailing rates. Refer to Annexure A. 

9.4   Time and Materials Services are invoiced weekly in arrears based on work performed.

9.5   All software and hardware will be invoiced and must be paid in full prior to delivery.

9.6   Support and Maintenance fees are payable monthly in advance.

9.7   The Client agrees to pay for all invoices within 7 days following date of the invoice unless stated otherwise on the invoice.

9.8   A travel fee is applicable for on-site visits to Client premises.

9.9   Genlogic may refuse provision of Support and Services where Client account is not maintained within payment terms.

9.10 Any overdue amounts may be charged interest at the prevailing ANZ Business Retail Index rate. The client will be liable for all collection and legal costs. Any amounts due in respect of this agreement may not be offset against any other claims the client may have against Genlogic.

 

10 Software Updates

10.1    For Products which the Client has licensed and has paid the appropriate Maintenance fees, the vendor will from time to time, supply at no additional charge, new software versions and upgrades as they are made available. The Client is also entitled to receive, software updates, patches and fixes at no additional charge.

10.2   Any Services associated with installation and/or upgrading of software, including the re-application or modification of Customisations are provided on a standard chargeable basis.

 

11     Term and Termination

11.1    In the event of any breach of any term or provision of the Agreement by either party, which is incapable of being rectified, the other party may terminate the Agreement by giving 30 days prior written notice thereof.

11.2   The parties may terminate this Agreement by mutual agreement which will not be unreasonably withheld, by providing 90 days written notice.

11.3   Either party may terminate this Agreement immediately upon written notice to the other party if the other party becomes or threatens to become or is in jeopardy of becoming subject to any form of insolvency administration.

11.4   No refunds for Support or Products will be issued.

11.5   Client shall be responsible for payment of all Services rendered prior to the date of termination. Genlogic may terminate the Agreement immediately with written notice if any invoice is unpaid for a period greater than 30 days following its due date.

11.6   Genlogic reserves the right to suspend the provision of Services and Support if the Client engages any other party for similar Services or Support.

 

 

12     Privacy Notice

12.1   Genlogic will comply, and will ensure that all of its representatives comply with the Privacy Act 1988 in respect of all personal information collected, used, disclosed and otherwise handled by them under or in connection with this Agreement, .

12.2  Subject to the Privacy Act 1988, Genlogic uses Client information to provide Client with information relating to Genlogic or promotional details about products and services that may be of interest to Client, unless Client has previously advised Genlogic not to be contacted for those purposes. Should Client no longer wish to receive information such as this, please notify Genlogic using the contact details in section 12.3.

12.3   If Client has any questions or feedback about privacy, or wish to make a complaint about the way in which Genlogic has handled Client personal information, contact Genlogic as follows: 

The Privacy Officer

Genlogic IT Solutions

Level 1, 1-3 Alexandra Avenue

Hoppers Crossing VIC 3029

This email address is being protected from spambots. You need JavaScript enabled to view it.

 

 

13    Acceptance

        By engaging Genlogic to deliver any goods and services to the Client, the Client accepts these terms and conditions.


 

14     Amendments

14.1   Changes to this Agreement need to be agreed in writing by both parties.

 

 

15      Assignment

15.1    Neither party may assign its rights or obligations hereunder (except to subsidiaries or affiliates) without prior written consent of the other party, which consent will not be unreasonably withheld.

 

16     Confidentiality

16.1   Each party to this Agreement (each, a “Recipient”) shall protect and keep confidential all non-public information disclosed by the other party (each a “Discloser”) and identified as confidential by the Discloser (“Confidential Information”), and shall not, except as may be authorised by Discloser in writing, use or disclose any such Confidential Information for a period of three (3) years from the Termination Date. Upon termination or expiration of this Agreement, Recipient shall return to Discloser all written materials which contain any Confidential Information. The obligations of confidentiality shall not apply to any information which: (i) was previously known to Recipient; (ii) is or becomes publicly available, through no fault of Recipient; (iii) is disclosed to Recipient by a third party having no obligation of confidentiality to Discloser; (iv) is independently developed by Recipient; or (v) is required to be disclosed as a matter of law.

16.2   Both parties acknowledge that any use or disclosure of the other party’s Confidential Information in a manner inconsistent with the provisions of the Agreement may cause the non-disclosing party irreparable damage for which remedies other than injunctive relief may be inadequate, and both parties agree that the non-disclosing party may request injunctive or other equitable relief seeking to restrain such use or disclosure.

 

17     Delays

17.1   neither party shall be liable for delays caused by fire, accident, labour dispute, war, flood, insurrection, riot, act of government, act of God, or any other cause reasonably beyond its control; but each party shall use all reasonable efforts to minimise the extent of any such delay. Genlogic shall not be liable to Client (or Client’s customers) for any delay in performance or any failure in performance hereunder caused in whole or in part by reasons beyond the control of Genlogic and resulting from Client’s failure to furnish in a timely manner information, equipment, or materials necessary to perform the Services.

 

18     Governing Law

18.1   This Agreement will be governed by and is construed in accordance with the laws of Victoria, Australia without regard to its rules concerning conflicts of laws. The parties irrevocably submit to the exclusive jurisdiction of the courts of Victoria, Australia.

 

 19      Solicitation

19.1    Both parties agree not to hire or attempt to hire employees or subcontractors of the other party without prior written consent, during the term of this Agreement and during the one (1) year period commencing upon termination of this Agreement. If consent is provided, then the ‘hiring’ party agrees to pay the other party a recruitment fee equivalent to four months of the salary package as compensation. This restriction also applies for a period of 12 months from the date of resignation/termination of any employee or subcontractor.

 

Annexure A

A1.  Cancellation

       If a client cancels a services booking the following cancellation fees will apply:

       • a) Less than 5 business days’ notice, 50% cancellation fee

       • b) Less than 2 business days’ notice, 100% cancellation fee

       Cancellation fee will not exceed 5 days’ worth of consulting.

 

A2.  Fees (Standard Service fees)

       Genlogic reserves the right to amend rates from time-to-time.

       Minimum Charges

       Minimum charge of 4 hours for on-site work

       Minimum of 1 hour for remote services work

       Minimum of 15 minutes block for over phone consultation

 

A3.  Travel charges

       For metropolitan clients, (i.e. clients within 70kms of a Genlogic office) a travel zone fee is applicable for any on-site visit by Genlogic resources to a Client premise. The fee is in lieu of charging any expenses. The fee is calculated on the basis of the approximate cost of a return taxi fare.

       For non-metropolitan clients, (i.e. clients located beyond 50kms of a Genlogic office) Genlogic will pass on expenses at cost plus charge the time taken to travel to and from the Client's premises. Travelling time will be charged at 50% of the standard rate.

 

 A4.  Weekend, Public Holiday or out of hours

       Services performed on a weekend, public holiday or after hours or client’s request to deliver within extremely short timeframe will be charged at double rates. After hours is deemed to be between the hours of 6pm to 8am.

Disclaimer: All information or advice provided as part of this web site is intended to be general in nature and you should not rely on it in connection with the making of any decision. While Genlogic IT Solutions uses reasonable efforts to include accurate and up-to-date information on this Web site, Genlogic IT Solutions makes no warranties or representations as to its accuracy. The materials on this Web site are provided "as is" and without warranties of any kind either expressed or implied. In no event will Genlogic IT Solutions or third parties mentioned at this site be liable for any damages whatsoever (including, without limitation, those resulting from lost profits, lost data, or business interruption) arising out of the use, inability to use, or the results of use of this site, any Web sites linked to this site, or the materials or information contained at any or all such sites, whether based on warranty, contract, tort, or any other legal theory and whether or not advised of the possibility of such damages.