Conditions of Business
The following general conditions of business apply to all discussions, negotiations and contracts between Speciffix Solutions Limited (SSL) and the client , unless changed by mutual agreement to meet the requirements of a particular situation.
SSL shall not, without the prior written approval of the client, disclose or permit to be disclosed to any third party other than employees, agents and contractors of SSL, confidential information entrusted to SSL by or on behalf of the client.
All oral and written proposals, information advice and reports and all documents, papers, models, diagrams, programs and materials provided by SSL are confidential.
The client shall not copy or disclose to any third party or permit to be copied or disclosed the whole or any part thereof of any martial supplied in confidence in any way, other than to employees agents and contractors of the client, without the prior written approval of SSL. Proposal documents are returnable on demand.
All discussions, negotiations and the terms and conditions of all contracts between SSL and the client are also confidential and shall not be disclosed or permitted to be disclosed, in whole or in part, by either SSL or the client to any third party, other than its own employees, agents and contractors in any way, without the prior written approval of the other party.
SSL shall repsect and protect any intellectual property of any other party including that of the client and third party suppliers. SSL may also provide and arange any End User Licence Agreements (EULA) that might be required as part of the project(s). The client agrees to conform to the terms of any such EULA.
SSL retains the intellectual property (IP) rights to any documents, code or other items developed by SSL as part of the project(s) undertaken.
- Where the client contributes financially to such development SSL grants non-exclusive non-transferable use of this IP to the client. Where the client comprises of multiple trading entities operating from the same server then use of the IP is permitted for all such entities. The client shall not disclose, distribute or otherwise syndicate any such IP without prior written approval of SSL.
- Where the client does not contribute financially to such development, or SSL uses previously developed IP as part of the project(s), the method of licencing and applicable fes shall be determined by SSL and advised to the client before use.
- Retention of these IP rights shall also apply where SSL is a subcontractor.
Whist the staff of SSL often have skills and expertise in operating system platforms (including but not limited to operating system software, hardware, office automation software, and communication software/hardware), SSL is not in the business of supplying or servicing these. SSL shall not be held liable for any suitability, performance, or reliability of such systems. SSL will provide copies of any appropriate specification recommendations and will assume these requirements have been met.
SSL shall endeavour to cooperate with any network provider appointed by the client.
SSL will not attempt to change network setting without the knowledge of the network provider.
SSL shall not be responsible for the security of your data in the event of a system failure. The client shall ensure relevant backups are made at appropriate intervals.
SSL will recommend a schedule of database maintenance plans. It is the client’s responsibility to establish these (usually in conjunction with their network provider) and to ensure these performance tools remain operational.
Unless otherwise agreed, the client shall be able to offer SSL some type of remote desktop access to their server (or other machine hosting their database) via a broadband internet connection. If need be then this can be a connection which is only made available by the client at times requested by SSL. An on-demand connection is preferred.
SSL maintains a public web site containing relevant information, file download areas, and a news/ notification area. Some areas of this web site are protected by user authentication (login). Some file downloads require acceptance of terms via checkbox agreement.
SSL maintains an electronic ticketing system which the client can communicate with via web interface and/or email. This web interface is secured by suitable authentication at a contact (person) level. Email interface is only permissible for registered contacts within each Client' account.
SSL maintains a web portal for exchange of files, including confidential files This web interface is secured by suitable authentication at a company level.
The success of a software implementation largely depends on the ‘buy in’ of the client’s staff. The client shall nominate a person to act as:
- The prime contact for SSL
- The client’s project co-ordinator and facilitator, including:
- Provisioning of staff (including exemption from usual workload for periods during implementation and training).
- Encouraging ‘staff buy in’
- Organising availability of senior executives for consultation with SSL.
- Provision of reasonable working facilities for SSL.
- The target for a ‘teach the teacher’ approach to ensure someone within the client’s organisation has an understanding of the overall project. SSL will still teach individual staff for their aspects of the project unless otherwise arranged.
The client is responsible for such co-operation or to pay, if SSL so requires, any additional consulting fees and expenses, which may arise from failure or delay by the client to provide or in providing the required co-operation.
Software payment terms are 100% on software installation. Licence codes for software are not usually issued until payment is received in full.
Consultancy, including implementation and support, is charged on a per hour basis including travel time.
Travel mileage by car is not normally charged. Other methods of travel (e.g air travel) and accommodation that might arise are at the client’s expense unless by prior arrangement.
Dispersements may be on-charged to the client.
SSL’s account for consulting fees and expenses will be rendered to the client monthly and will be payable on 20th month following. To accompany the Activity Invoice, the client will be provided an Activity Schedule listing individual job tickets.
All prices are GST exclusive.
Due to the nature of Software, occasionally errors and issues can arise. SSL has a defined process for dealing with these. We first attempt to resolve the issue. If this proves unsatisfactory, we log the issue with the software supplier, for their assistance. When errors are logged with the software supplier it is their right to determine the nature and timing of any resolution. This also applies to our own exoPlus product.
Requests for feature modifications to software sourced from a software supplier are handled in the same manner as described for errors above.
SSL offer help desk service in conjunction with other IT consulting companies offering similar products and services and who are knowledgeable of the software you run. Hours of support are Monday to Friday 9.00am – 5.00pm (excluding public holidays). Whist we will endeavour to provide a consultant to speak with you, this is not always immediately possible. We encourage you to log your incident or request via email or the ticketing web portal in the first instance. This also forms a written record that both parties can refer to and can provide additional useful information (attachments, screenshots etc).
It is understood that sometimes activities need to be performed outside the client’s normal working hours. With prior notice, SSL will try and accommodate this where it is both practical and not excessive. A premium rate may apply.
It is acknowledged by the client that SSL’s work involves making judgements which may be affected by unforeseen future events including wars, economic disruption, dislocations, and business cycles vicissitudes, industrial relations, labour difficulties, political action and other factors the effects of which are not capable of precise assessment and that in many cases SSL is required to make value judgements based on material compiled by governmental agencies, scientific organizations, industrial, commercial and professional organizations and others. It is, therefore, agreed by the parties hereto that, although SSL is required to employ or engage experienced and skilled personnel and sound business principles in carrying out its obligations, neither SSL nor any of the persons employed or engaged by it shall be liable for any loss or damage which may be sustained by the client or any other person as a result of any negligence on the part of the SSL or any of such persons.
As a general principle it shall be the client’s responsibility to satisfy themselves of the accuracy and security of their data.