Troppus IT & Management Standard Terms and Conditions of Engagement
These terms and conditions shall govern the services provided by Troppus IT & Management as set forth in the Engagement letter and SLA executed by the Client and Troppus IT & Management as to which these Terms are attached. These Terms, together with the SLA, constitute the entire understanding and engagement between the Client and Troppus IT & Management with respect to the Services described in the SLA, and superseded all prior oral and written communications, and may be amended, modified or changed only in writing when signed by both parties. If there is a conflict between these Terms and the terms of any SLA, these Terms shall govern.
Our Fees will be based on the assumptions, representations or information supplied by you and are dependent upon the timely and effective completion of your responsibilities, the accuracy and completeness of assumptions and timely decisions and approvals by your management. Troppus IT & Management will not be responsible for any delays, additional costs, or other liabilities caused by or associated with any deficiencies in your responsibilities and assumptions. All fees are exclusive of GST. Each of our consultants and support staff maintains time records. All time recorded is reviewed carefully before the Client is invoiced to be sure that any inefficiencies on our part are not charged to the Client.
Should the Client or any of its Related Bodies Corporate (as defined under section 50 of the Corporations Act 2001) engage any Troppus IT & Management employee directly or indirectly for services bypassing having to pay fees to Troppus IT & Management for those services within 12 months from the date on which that employee was last employed by Troppus IT & Management, an Introduction Fee of 50% of that employee’s total annual gross remuneration package with the Client or its Related Bodies Corporate will be payable by the Client to Troppus IT & Management.
Payment Of Fees
Payment will be required within 14 days of the date of the invoice. Should payment terms be breached, the firm reserves the right to charge interest at 17% per annum, on the unpaid amount plus administration costs. It is expected that the Client will pay Troppus IT & Management for all professional fees and the related expenses in accordance with the SLA.
Disbursements / Incidental Expenses
Troppus IT & Management in general do not separately charge for office disbursements such as photocopying, printing and facsimile charges. However, we reserve the right at our discretion, to charge for such items where the engagement requires a significant quantity to be produced. All other disbursements directly attributable to the Client will be charged to the Client. Eg: travel required to fulfill our obligations for the Client.
Troppus IT & Management shall attempt to comply with the Client’s request for specific individuals. However, Troppus IT & Management shall be responsible for assigning and re-assigning its personnel, as appropriate, to perform services.
With respect to this Engagement and any information supplied in connection with this Engagement and designated by the disclosing party as confidential, Troppus IT & Management agrees to: (i) protect the confidential information in a reasonable and appropriate manner or in accordance with applicable professional standards; (ii) use confidential information only to perform its obligations under this engagement; and (iii) reproduce confidential information only as required to perform its obligations under this Engagement.
Our goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and failure does not amount to a major failure. If the failure is minor, we reserve our right to offer to repair only. We reserve the right to not offer a refund.
Retention of title
The title or ownership of goods does not pass to the customer until all debt is paid. We reserve the right to enter onto premises and reclaim goods that have not been paid for.
Any notices given pursuant to this Engagement shall be in writing, delivered to the address set forth in the Engagement Letter, and shall be considered given when received. Termination of the Engagement The client may terminate our services at any time based on the terms set forth in the SLA. Troppus IT & Management also reserves the right to cease acting for you if: you have not complied with the terms of the engagement; or we perceive at our discretion that the necessary relationship of mutual trust and confidence required for a workable consultant/client relationship no longer exists. The Client shall pay Troppus IT & Management for all Services rendered and expenses incurred up to the date of termination, plus any other expenses associated with the transfer of information to a new advisor or other agents as appointed by the Client.
Troppus IT & Management’s total liability in relation to this engagement shall not exceed the fees Troppus IT & Management receives hereunder for the portion of the work giving rise to liability. As Troppus IT & Management is performing Services solely for the benefit of the Client, the Client will indemnify Troppus IT & Management, its affiliates and their Directors, principals and personnel against all costs, fees, expenses, damages and liabilities (including defence costs) associated with any third party claim, relating to or arising as a result of services, Client deliverables or this engagement. Any action against Troppus IT & Management must be brought within 12 months after the cause of action arises.
Any process, procedures, methodologies, trademarks, copyright, research or software developments created as a result of our engagement with the Client remain the intellectual property of Troppus IT & Management unless otherwise stated within the Letter of Engagement.
From time to time Troppus IT & Management will re-confirm our engagement with the Client. However, the original authorized engagement letter will continue to be our reference for providing services on the Client’s behalf.
Troppus IT & Management will treat all of your personal information in accordance with the Privacy Act and National Privacy Principles.
The client acknowledges that:
Troppus IT & Management and the Client may correspond or convey documentation via Internet e-mail, fax and post unless the Client expressly requests otherwise; Neither party has control over the performance, reliability, availability, or security of Internet e-mail, fax, post; and Troppus IT & Management shall not be liable for any loss, damage, expense harm or inconvenience resulting from the loss, delay, interception, corruption, or alteration of any Internet e-mail, fax and post due to any reason beyond Troppus IT & Management’s reasonable control.
No term of this agreement shall be deemed waived, and no breach of this agreement excused, unless the waiver or consent is in writing signed by the party granting such waiver or consent.