Professional, All-In-One, IT Support

GENERAL

Unless otherwise agreed in writing, all proposals or all assessment audits (The “Services”) provided by the Company to any person applying for the Services (the “Client”) and all resulting contracts or other arrangements shall be governed by these Terms and Conditions and constitute the entire agreement (the “Contract”) between the Client and the Company with respect to the subject matter.

Save as otherwise provided no variation to the Contract shall be valid unless it is in writing and signed by and on behalf of the Client and the Company.

DEFINITIONS

In these terms and conditions the following terms shall have the following meanings:

“Company” means the organisation who will be providing the Services (Pronet Technology) and shall include all representatives and employees.

“Client” means any organisation to which the Company will provide the Services and shall include Client’s successors and assigns.

“Client Information” means the Deliverable and any and all oral and written information provided to the Company by the Client which amounts to a trade secret or is confidential or is commercially sensitive and which may not be readily available to others engaged in a similar business to that of Client.

“Deliverable” means the Audit Report that will be provided by the Company to the Client upon completion of the Services.

“Services” means audits of the Clients’ IT systems performed by the Company.

“IT” and “IT Systems” means the Clients desktop computers, notebook computers, file servers, virtual servers, networking equipment, mobile devices, backup systems, cloud based systems and any technology or software required to operate the Clients business ongoing

“Guarantee” refers to the “$1,000 cheque” claimable by the Client provided all elements in these Terms & Conditions are met.

PROVISION OF SERVICES

(a) The Audit will be carried out with the express purpose of revealing any system issues or potential improvements in Client IT systems which may include (but is not limited to and not necessarily inclusive of) any of the following: “Operational performance issues”, “IT spending issues”, “IT security issues”, “General IT & System issues”.

(b) The Audit will be limited to a maximum of 10 consultation hours and will not include any fixes or actual actions taken to improve the Clients’ IT systems.

(c) The content of the Deliverable represents the Company’s review of facts and documents in existence at the time of performance of the Services only and within the limits of the instructions received and are solely for the benefit of the Client which is responsible for acting as they see fit on the basis of such Deliverables.

(d) The Company may delegate the performance of all or part of the Services to an agent or subcontractor and Client authorises Company to disclose all information necessary for such performance to the agent or subcontractor.

(e) Client acknowledges that the Company, by providing the Services, neither takes the place of Client or any third party, nor releases them from any of their obligations, nor otherwise assumes, abridges, abrogates or undertakes to discharge any duty of Client to any third party or that of any third party to Client.

OBLIGATIONS OF CLIENT

(a) Provide the Company with sufficient rights and permissions to the IT systems and facilities such that the Company may perform the Services.

(b) Ensure that sufficient information, instructions and documents are given in due time to enable the required Services to be performed.

(c) Provide the Company with accurate overview of all IT related issues which have occurred during the previous 30 days and provide reasonable records of all IT related issues which have occurred during previous 90 days.

(d) Provide the Company with all requested details of current IT related cost and spending for previous 12 months.

(e) Client is willing and prepared to disclose any upcoming changes or plans for their IT systems for the foreseeable future.

(f) Procure all necessary access for the Company's representatives to the premises where the Services are to be performed and take all necessary steps to eliminate or remedy any obstacles to, or interruptions in, the performance of the Services.

(g) Comply with the Company’s requests to conduct interviews, meetings or discussions with the Client’s employees, relevant third-parties and agents on any matters relating to the Services, within such deadlines as the Company shall establish.

(h) Ensure that all necessary measures are taken for safety and security of working conditions, sites and installations during the performance of the Services and will not rely, in this respect, on the Company's advice whether required or not;

(i) Inform Company in advance of any known hazards or dangers, actual or potential, associated with any order or samples or testing including, for example, presence or risk of radiation, toxic or noxious or explosive elements or materials, environmental pollution or poisons.

CONDITIONS OF SERVICES

(a) The services strictly applies to companies with total number of between 10 and 100 active computers.

(b) The Company has the right to deny services to any company not deemed “best fit” by Pronet.

(c) Unless otherwise specified in writing, all services are provided within 50km radius of Melbourne CBD.

(d) The Services provision is subject to all elements of this “Terms & Conditions” being met.

(e) The Services are free of charge, provided the Client signs up to one of the Company’s managed service plans, BRONZE level and above.

(f) The services will be provided at a date & time suitable to both the Client & the Company.

CONDITIONS OF GUARANTEE

(a) The “Guarantee” is a lump sum payment of $1,000.00 Australian Dollars made to the Client from the Company, provided that at the conclusion of the audit the Company is unable to reveal any system issues or potential improvements to Client IT systems which may include, but is not limited to any of the following: “Operational performance issues”, “IT spending issues”, “IT security issues”, “General IT & System issues”.

(b) Guarantee is only applicable provided:

(i) All elements in these “Terms & Conditions” are met, including but not limited to the conditions outlined under section “OBLIGATION OF CLIENT”.

(ii) All information provided by the Client before, during and after the Audit is correct and not misleading.

(iii) The Company has agreed in writing to provide the services to the Client.

TERMINATION

(a) Both the Client and the Company have the right to cancel the Services, on or before the agreed date and time for delivery of the Services.

LIABILITY AND INDEMNIFICATION

(a) Limitation of Liability:

(i) The Company undertakes to exercise due care and skill in the performance of the Services and accepts responsibility only in cases of proven negligence.

(ii) The Deliverables are issued on the basis of information, documents and/or discussions provided by, or on behalf of, Clients and solely for the benefit of Clients who are responsible for acting as they see fit on the basis of such Deliverables. Neither the Company nor any of its officers, employees, agents or subcontractors shall be liable to Clients nor any third party for any actions taken or not taken on the basis of such Deliverables nor for any incorrect results arising from unclear, erroneous, incomplete, misleading or false information provided to the Company by, or on behalf of, the Clients.

(iii) The Company shall not be liable for any delayed, partial or total non-performance of the Services arising directly or indirectly from any event outside the Company’s control including failure by Clients to comply with any of its obligations hereunder.

(iv) The Company shall have no liability for:

 
• any loss, damage or expense arising from (i) a failure by Client to comply with any of its obligations herein (ii) any actions taken or not taken on the basis of the deliverables and (iii) any incorrect results & deliverables arising from unclear, erroneous, incomplete, misleading or false information provided to Pronet Technology.

• loss of profits, loss of production, loss of business or costs incurred from business interruption, loss of revenue, loss of opportunity, loss of contracts, loss of expectation, loss of use, loss of goodwill or damage to reputation, loss of anticipated savings, cost or expenses incurred in relation to making product recall, cost or expenses incurred in mitigating loss and loss or damage arising from the claims of any third party (including without limitation product liability claims) that may be suffered by the Client; and
• any indirect or consequential loss or damage of any kind (whether or not falling within the types of loss or damage identified in above).

(v) In the event of any claim, Clients must give written notice to the Company within 30 days of discovery of the facts alleged to justify such claim and, in any case, the Company shall be discharged from all liability for all claims for loss, damage or expense unless suit is brought within one year from:

• the date of performance by the Company of the Service which gives rise to the claim; or
• the date when the Service should have been completed in the event of any alleged non-performance.

(b) Indemnification: Except for cases of proven negligence or fraud by Pronet Technology, the Client further agrees to hold harmless and indemnify Pronet Technology and its officers, employees, agents or subcontractors against all claims (actual or threatened) by any third party for loss, damage or expense of whatsoever nature including all legal expenses and related costs and howsoever arising (i) relating to the performance, purported performance or non-performance, of the Services or (ii) out of or in connection with the Client's product, process or service (including, without limitation, product liability claims).

CONFIDENTIALITY

As used herein, “Confidential Information” shall include the Client Information and any information oral or written that a party may acquire from the other party pursuant to the Contract provided, however, that Confidential Information shall not include any information which (1) is or hereafter becomes generally known to the public; (2) was available to the receiving party on a non-confidential basis prior to the time of its disclosure by the disclosing party; (3) is disclosed by an independent third party with a right to make such disclosure. Unless required by law, neither party shall disclose the other’s Confidential Information to any person or entity except as expressly provided for herein.

OWNERSHIP AND USE OF DELIVERABLE

The ownership of the Deliverable provided to the Client shall be vested in the Client. Company has the right to make and retain copies of said Deliverable for the purposes of Company’s own records.

MISCELLANEOUS

(a) If any one or more provisions of these Terms and Conditions are found to be illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

(b) Except as expressly provided for herein, the Client may not assign any of their rights or obligations hereunder without the Company’s prior written consent.