Visionary IT Standard Terms & Conditions of Trade

  1.  Visionary IT SERVICES
    1. All goods and services ordered by the customer from Visionary Trust ABN 20 892 765 898, of 127 Lindsay Road, Larnook, NSW (Visionary IT) are subject to these Terms and Conditions.
    2. Visionary IT shall provide the Customer with the hardware, software and services specified in any authorised Visionary IT proposal (known as the Offer) if accepted by an authorised purchase order by the Customer.
    3. Visionary IT cannot be held liable for faulty software.
    4. Visionary IT has no liability for faulty hardware installed by someone else.
    5. Visionary IT shall use commercially reasonable endeavours to provide the Goods and Services within the required timeframe.
    6. Visionary IT cannot be held liable and accepts no responsibility for being unable to perform the Services due to lack of resources
    7. Visionary IT cannot be held Liable for advice provided of a general nature and not specific to job specifications.
    8. Visionary IT may use sub-contractors in the provision of the Services.
    9. To enable Visionary IT to provide Goods and Services contained in the Offer and or monitor performance of this agreement, The Customer shall:   
      • Provide accurate and complete information about its computers systems –software, hardware and operating systems, work volumes and other performance and usage data when requested to do so;
      • Be solely responsible for provisions and the cost of appropriate telecommunication links to enable access to the Customer site by Visionary IT, if requested;
      • Provide any other facilities, resources or access reasonably required by Visionary IT in order to perform to Visionary IT Services;
      • Visionary IT reserves the right to charge the Customer for any extra costs incurred by Visionary IT caused by the Customer’s instructions, lack of instructions, interruptions, mistakes, work for which Visionary IT is not responsible and changes to customer’s requirements, expectations or hardware/software environment.
      • Visionary IT charges a minimum of one hour for on-site service and a minimum of fifteen minutes for remote service.
  2.  FEES
    1. The Customer shall pay the Fees in accordance with the invoices issued by Visionary IT within Fourteen (14) days from the invoice date.
    2. The fee structure in the Offer is exclusive of taxes, duties and charges. The Customer will be responsible for the payment of all taxes, duties or charges imposed on the goods and services, which are subject of these Terms and Conditions.
    1. Privacy: Customer is responsible for ensuring compliance law in respect of data privacy.
    2. Security:
      • The Customer shall provide Visionary IT with remote access to their systems where necessary for the performance of Visionary IT services. The Customer will provide a secure password to Visionary IT for such use. 
      • Such password will set by the Customer only when requested by Visionary IT to enable remote access.  
      • On completion of each remote access session, the Customer will change the password to one not known to Visionary IT. 
      • At no time other than during an authorized access session, will Visionary IT be provided with a valid password to access the Customer’s system.  
      • Visionary IT has no responsibility for any misuse of Security Passwords.
    1. No intellectual property rights including but not limited to copyright, trade marks and patent rights are transferred by virtue of this agreement.
    2. Customer shall retain all rights relating to all textual and graphic data, media and application programs incorporated in the Database and the Materials and supplied by the Customer to Visionary IT for the purposes of obtaining Visionary IT services.
    3. Both parties acknowledge that they may obtain confidential and proprietary information belonging to the other party during the term of the agreement. The parties agree not to disclose such information to any person except where the information us, or comes into the public domain or it is required to be disclosed by law or the owner of the information consents to its disclosure.
    1. Customer acknowledges that it has relied on its own skill and judgment in relation to the selection of the Goods and Services provided under this agreement.
    2. Visionary IT does not warrant that the Goods and Services or any services provided under this agreement.
      • are fit for any particular purpose;
      • are error free or virus free;
      • will operate in an uninterrupted manner;
      • will meet the Customer’s needs; 
      • will provide any function not designed by it or contained in any specifications supplied by Visionary IT.
    3. To the maximum extent permitted by law, all express or implied warranties, representations, terms and conditions other than those expressly contained in this Agreement are excluded. Visionary IT’s total liability to the Customer will not exceed the fees paid to Visionary IT in respect of Goods and Services which have caused the liability.
    4. Visionary IT is not under any liability to the Customer for any loss or damage, loss of profits or revenue however arising out of the use of the Goods or Services howsoever arising.
    1. This Agreement commences on the date that the Visionary IT Services are first provided to the Customer and shall continue unless terminated in accordance with this Agreement.
    2. Visionary IT may Terminate this Agreement at any time during the Term if:
      • Customer is in breach of any term of this Agreement and such breach is not remedied within 7 days of notification by Visionary IT.
    3. On termination in accordance with clause 6.2, Visionary IT may: 
      • Repossess any copies of the materials delivered by Visionary IT in the possession, custody or control of Customer;
      • retain any moneys paid and invoice the customer for all uncharged work
      • be regarded as discharged from any further obligations under this Agreement; and
    4. Customer may at any time terminate this agreement on 14 days notice in writing to Visionary IT provided that in the event of such termination, all payments due at the end of the 14 day notice period will be immediately payable and all amounts paid by Customer to Visionary IT may be retained by Visionary IT.

    1. Neither Party shall be liable for any delay or failure to perform its obligations pursuant to this Agreement if such delay is due to Force Majeure.
    2. In this clause Force Majeure means any circumstance beyond the reasonable control of either party that results in either party being unable to perform an obligation under this Agreement either at all or within the time required including: 
      • internet access failure caused by amongst other things, data corruption or unlawful tampering or any third party action or equipment that results in denial of service or access request overload, provided such failure is not contributed to by the party responsible for performing the obligation or providing the access;
      • acts of God, lightning strikes, earth quakes, floods, droughts, storms, tempest, mud slides, washaways, explosions, fires and any natural disaster; and
      • acts of war, acts of public enemies, terrorists, riots, civil commotion, sabotage and revolution and industrial disputes not caused by the party affected by the dispute;
    3. This clause does not apply to any payment obligation.
    1. Nothing in this Agreement creates a relationship of employer and employee, principal and agent, joint venture or partnership between the parties.
    2. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements or understandings between the Parties whether written or oral in relation to the subject matter of this Agreement.
    3. No right under this Agreement shall be deemed to be waived except by notice in writing signed by each Party.
    4. No waiver by a party of a breach of any provisions of this Agreement or the failure of a party to exercise any right hereunder shall operate as a waiver of any subsequent breach of that right or as a waiver of any other right.
    5. All changes to this Agreement must be in writing and signed by the parties
    6. The laws of New South Wales, Australia, govern this Agreement.
    7. Notices under this Agreement may be delivered by hand, by mail, e-mail or by facsimile to the addresses specified in this Agreement.