Terms and Conditions – Service Agreement
- 1.5 termination
TELTRAC may terminate this SLA with immediate effect under the following circumstances:
1.5.1 if the Client shall commit a breach of any of its obligations under this SLA or the Services Schedule; or
1.5.2 if the Client fails to pay in full any sum of money due to TELTRAC within thirty (30) days from the due date for payment or TELTRAC considers that the Client has committed or will commit any act of bankruptcy or insolvency or has a receiver appointed or goes into liquidation.
Upon termination the Client shall pay to TELTRAC all fees, costs, and expenses then due and payable to the date of termination which shall be the date of notice from TELTRAC to the Client.
- 1.6 CONTRACT AGREEMENT
The agreement between the parties consists of this SLA, the applicable Services Schedule, and (as applicable) TELTRAC’s general terms and conditions of trade or Master Services Agreement. In the event of a conflict between the terms of these documents the order of precedence shall be as follows (the terms of the document higher in the list prevailing over the terms of any document lower in the list):
- (1) Services Schedule applicable to the Client;
- (2) This SLA; and
- (3) TELTRAC’s general terms and conditions of trade or Master Services Agreement (as applicable).
- 1.7 defintions
“GST” means Goods and Services Tax for the time being prescribed under the Goods and Services Act 1985.
A “working day” is a day of the week other than-
- a. Saturday, Sunday, Waitangi Day, Good Friday, Easter Monday, Anzac Day, the Sovereign’s Birthday, Matariki, and Labour Day; and
- b. if Waitangi Day or Anzac Day falls on a Saturday or a Sunday, the following Monday; and
- c. a day in the period commencing with 25 December and ending with 2 January in the following year; and
- d. the day observed as the anniversary of any province in which an act is to be done.
A “working hour” is an hour of a working day between 8:00am and 5:00pm.
- 2 services descriptions
- 2.1 MAINTENANCE, service and support options
TELTRAC offers three System Maintenance, Service and Support Plans for you to choose from depending on your requirements, as briefly outlined in the table below. The terms which apply to the provision by TELTRAC of the System Maintenance, Service and Support Plan you have chosen are set out in the Services Schedule entered into between you and TELTRAC, as amended and/or replaced from time to time.
|STANDARD PLUS PLAN||COMPREHENSIVE PLAN (Only available on new installations)|
The Standard Plan incorporates the following maintenance and support services:
- • Certificate of Cover
- • One maintenance visit in every six (6) month period
- • Helpdesk email and phone support
- • Full Maintenance Inspection Reports
- • Twenty-four (24) hour access to TELTRAC’s emergency engineers – with priority service
The Standard Plus Plan incorporates the standard plan features plus the following maintenance and support services:
- • One emergency call out per year
- • Free battery changes as required
The Comprehensive Plan incorporates the standard plus plan features plus the following maintenance and support services:
- • All faulty or replacement parts are provided free of charge (subject to normal wear and tear)
NORMAL WORKING DAYS (NOT INCLUDING PUBLIC HOLIDAYS):
8.00AM – 5.00PM
Acknowledgement / Logging
|Any Plan||1 Working Hour||4 Working Hours||1 Working Day||2 Working Days|
|Any Plan||2 Working Hours||4 Working Hours||1 Working Day||2 Working Days|
Site Visit (where required and necessary)
|Any Plan||2 Working Hours||4 Working Hours||1 Working Day||2 Working Days|
ALL OTHER TIMES
Acknowledgement / Logging
|Any Plan||2 Working Hours||4 Working Hours||1 Working Day||2 Working Days|
|Any Plan||4 Working Hours||6 Working Hours||1 Working Day||2 Working Days|
Site Visit (where required and necessary)
|Any Plan||4 Working Hours||6 Working Hours||1 Working Day||2 Working Days|
For sites outside the 20 kilometer service coverage zone the travel time from the coverage boundary to the site will be added to the maximum allowable onsite response time.
|Penalty per hour|
|Critical||30% of the total monthly fee per device affected|
|Severe||30% of the total monthly fee per device affected|
|Medium||10% of the total monthly fee per device affected|
|Minor||10% of the total monthly fee per device affected|
In support of services outlined in this Agreement, the Service Provider will respond to service-related incidents and/or requests submitted by the Customer within the following time frames:
- 3 Maintenance, SERVICE and support PLANS – LEVELS AND PRICES
- 3.1 MONTHLY FIXED FEE
3.1.1 The monthly fixed fee for the Security System Maintenance Plan you have chosen is specified in the Services Schedule.
3.1.2 Additional hours or site visits will be charged in accordance with the rates (if any) specified in the Services Schedule and if no rates are specified in the Services Schedule, then TELTRAC’s prevailing rates shall apply (as varied by TELTRAC from time to time).
3.1.3 All monthly fixed fees are exclusive of GST which will be paid by the Client to TELTRAC in addition to the monthly fixed fee.
3.1.4 Travel costs are charged at the rates specified in the Services Schedule.
As a rule, the parties expect and agree that all expenses and costs of Teltrac Communications are accounted for, and included within, the fees described within the SLA and/or Purchase Order.
If Teltrac Communications discovers that it must incur unanticipated expenses in the course of providing Services, the Client will be obligated to reimburse or otherwise pay for such expenses.
All air travel will be at coach rate and booked as far ahead of the departure date as possible to ensure the lowest possible fare. In addition, when Teltrac Communications is choosing flights, they are expected to select the lowest possible fare, unless preapproved by the Client Services Project Manager.
Daily lodging and meals expenses per day may not to exceed $400. Alcoholic beverages are excluded as allowable expense items. Receipts for all items over $25 or local equivalent shall be retained as an auditable item to be provided to the Client upon request.
Ground transportation shall be restricted to rental cars of intermediate class or lower. Specific exceptions due to size of party will be handled on a case-by-case basis, to be coordinated with the Client Services Project Manager. Bridge toll charges are an allowable expense. No Mark up to the actual expense incurred shall be allowed in any case.
3.1.5 Site visits included in the monthly fixed fee include the first 20 kilometres of Teltrac vehicle travel free, with any other or additional travel charged at the rates set out in the Services Schedule.
- 3.2 additional work outside of scope
3.2.1 The Services not covered within the monthly fixed fee and any additional services that TELTRAC may agree to provide shall be charged at the service and personnel rates (if any) specified in the Services Schedule and if no rates are specified in the Services Schedule, then TELTRAC’s prevailing rates shall apply (as varied by TELTRAC from time to time).
3.2.2 All fees, costs and expenses are exclusive of GST which will be paid by the Client to TELTRAC in addition to such amounts.
3.2.3 Any service and personnel rates set out in the Services Schedule or any other costs which are specified as indicative service costs are current as at the date of the Services Schedule only. TELTRAC reserves the right to review and amend its service and personnel rates or any other costs (which are not fixed rates) up or down at any time and from time to time (including at renewal or extension of a fixed term).
3.2.4 TELTRAC reserves the right to pass on any additional charges or price increases imposed by a third-party supplier on one (1) months’ notice.
- 3.3 payment
3.3.1 The Client agrees to pay all fees, costs, and expenses by the twentieth (20th) of the month following the date of invoice without withholding, deduction, set off or counterclaim. All payments shall be made in New Zealand dollars.
3.3.2 TELTRAC reserves the right to charge interest on any amount owing after the due date at the rate of 18% per annum on that amount accruing daily on a compounding basis from the due date until the date when payment is made. This is without prejudice or limitation to TELTRAC’s rights set out in clause 1.5 (termination) or clause 3.3.3.
3.3.3 If the Client makes any default in payment which continues for a period more than 30 daysor TELTRAC considers that the Client has committed or will commit any act of bankruptcy or insolvency or has a receiver appointed or goes into liquidation then TELTRAC may suspend the provision of any Services but without prejudice to its rights to payment otherwise in respect of the Services already provided.
- 4 MAINTENANCE, service AND SUPPORT
The following maintenance, service and support terms shall apply regardless of whether the applicable System Maintenance, Service and Support Plan is a Standard Plan, a Standard Plus Plan or a Comprehensive Plan, unless specified otherwise in the Services Schedule:
- 4.1 Reporting process
TELTRAC will provide an 0800 based Call Centre to accept fault report and service request calls at any time. TELTRAC also offers fault reporting and service requests via email firstname.lastname@example.org and through TELTRAC’s Service Request System via www.teltrac.co.nz and will accept fault reports and service requests at any time.
Alternatively, if a site visit is required a technician will respond within the contracted maximum hours / times from the time the fault report or service request was lodged depending on the severity of the request.
TELTRAC will manage all third parties in the resolution of the fault or provision of the maintenance and support services and advise the Client of progress.
Service plan clients will take priority of call-out over no-Plan clients when responding to fault report calls and service requests.
TELTRAC will endeavor to meet logging, and response timeframes.
- 4.2 FAULT REPORTING AND MAINTENANCE, SERVICE and support REQUESTS
Maintenance, services and support requested shall be requested in accordance with the following:
NORMAL WORKING DAYS (NOT INCLUDING PUBLIC HOLIDAYS):
8.00AM – 5.00PM
Call 0800 8348722
Log a Service Request via www.teltrac.co.nz
TELTRAC’s Call Centre will prompt you for equipment details and the nature of the fault report or service request.
The call will be logged at TELTRAC’s Call Centre, and a job number will be issued along with a time stamp. All faults and service requests are tracked via TELTRAC job numbers. The job number will be given to the Client representative.
TELTRAC’s Call Centre will allocate the job to a Technician who will be required to contact the Client personnel member who made the initial report or request or the Client Primary Contact or other designated client representative within the applicable acknowledgement / logging time (having regard to the severity of the fault reported or service requested) of the fault report or service request being logged, provided that any fault report or service request logged after 4.00pm on a working day shall be deemed to be logged at 8.00am on the next working day. Allocation and contact constitute the “logging” of the fault report or service request.
AT ALL OTHER TIMES
Call 0800 834 8722
Calls will be answered by TELTRAC’s messaging service. A name and contact number must be left and a TELTRAC representative will return the call within the applicable acknowledgement / logging time (having regard to the severity of the fault reported or service requested).
The person calling can also ask TELTRAC’s messaging service for the mobile number of the TELTRAC contacts.
SITE VISIT (WHERE REQUIRED OR NECESSARY)
If the fault reported or service requested requires a technician to visit the site this will be done within the maximum contracted period from the time the fault report or service request was logged depending on the priority and severity of the report or request. For sites outside the 20-kilometer service coverage zone the travel time from the coverage boundary to the site will be added to the maximum allowable onsite response.
- 4.3 SEVERITY LEVELS
TELTRAC shall, in its sole and absolute discretion, determine the severity level of each fault reported or service requested. The severity level shall either be deemed by TELTRAC to be Minor, Medium, Severe or Critical. The following factors shall be considered by TELTRAC in determining the relevant severity level:
|Priority||Definition||Targeted Response Time|
|Critical||Affects most or all of Services Affects most or all, of a Key Site. Affects most or all, Business Units. Interferes with core business functions.||Example: When AV/VC services in all or most of the major sites are unavailable, or AV/VC services across multiple sites are unavailable.|
Targeted Response Time: Same day – within 4 hours of incident being reported, This will include remote support
|Severe||Affects part of Services Affects part of a Key or Gold Site. Affects most or all a Silver Site. Affects part of a NZ Business Unit. Interferes with functionality that affects part of business.||Example: Loss of VC or AV connectivity across an entire site|
Targeted Response Time: Within 8 hours of incident being reported, This will include remote support
|Medium||Affects some of Services Affects some of a Key, Gold or Silver Site. Affects part or all of a Branch Metro or Non-Metro Site. Affects some of a Business Unit. Interferes with normal completion of work. Affects a Single / Multiple users Tasks are more difficult but not impossible to complete. Interferes with non-business-related use||Example: Loss of a wireless presentation capability |
Targeted Response Time: Within 24 hours of incident being reported, This will include remote support Example: When multiple users have a VC related issue e.g. a microphone is not operating correctly or when a single user has a VC or room technology related issue.
Targeted Response Time: Within 48 hours of incident being reported, This will include remote support
|Minor||Localised degradation of a function or a service Affecting the delivery of a function or service to an individual||Example: Low priority – Non time sensitive Service issue.|
Targeted Response Time: Next Available Time This will include remote support
- 4.4 response times
Response times depend on the severity of the fault reported or service requested. The detailed tables set out in the applicable Services Schedule set out the response times for each of the different severity levels.
The response times measure how long it takes TELTRAC to log, and then respond to, a fault report or service request raised via the correct procedure and, where applicable, to make the initial site visit (if any) required.
TELTRAC is deemed to have logged the fault report or service request when it has replied to the Client’s initial request. This may be in the form of a phone call, email, or through TELTRAC’s online Service Request System.
TELTRAC is deemed to have responded to the fault report or service request when it has followed up on the logged report or request (whether remotely, electronically, including by phone, or in person) with a view to endeavouring to:
- • substantially fix the fault or provide the requested service; or
- • identifying to the Client how the fault may be avoided without materially compromising service standards; or
- • where the fault emanates from a source for which TELTRAC is not responsible identifying that source or eliminating any source for which TELTRAC is responsible; or
- • identifying to the Client any additional equipment or service or software which is required to remedy the fault or provide the requested service and the provision of which does not fall within TELTRAC’s existing Service Schedule with the Client.
but actual resolution or remediation within any timeframe is not guaranteed.
On completion of the fault resolution or provision of service the job must be signed off by either the Client personnel member who made the initial report or request or the Client Primary Contact or other designated client representative as accepting that the fault reported, or service requested has been completed.
TELTRAC’s Service Call Centre will close the job and maintain the Client’s Fault and Maintenance register for the site.
- 5 Maintenacne, service and support management
- 5.1 MOVES, ADDS, AND CHANGES
A minimum of five (5) working days should be allowed for adding additional devices or hardware. This is subject to:
- • The availability of the required equipment and third party services.
- • System capacity; and
- • Terms of the agreement between TELTRAC and the Client.
No warranty or assurance is given as to the timeframe for implementing Moves, Adds, and Changes except as expressly set out in this agreement or the applicable Services Schedule.
A request for adding additional devices or hardware shall be treated as a service request and must be made in accordance with this agreement.
- 5.2 MEASUREMENTS AND PENALTIES / REBATE
Response times are measured using TELTRAC’s Job Management System SimPRO, which tracks all issues from initial reporting to resolution.
If TELTRAC fails to meet a response time, a penalty will be applied in the form of a credit (rebate) for the Client.
This means the following month’s fee payable by the Client will be reduced on a sliding scale.
The level of penalty (rebate) will be calculated depending on:
- • The number of hours, by which TELTRAC has exceeded the response time;
- • The number of devices affected;
- • The Severity Level; and
- • Any specific factors set out in the Services Schedule which relate to the System Maintenance, Service and Support Plan.
The amount of response time penalties / rebates will be calculated in accordance with the table set out in the applicable Services Schedule. TELTRAC may vary the method of calculation of response time penalties / rebates from time to time in its sole discretion.
Response time penalties (rebates) in any month are capped at 50% of the total monthly fixed fee under this agreement and the applicable Services Schedule.
Response times are measured for normal working days (not including Public Holidays) from 8:00am to 5:00pm except as otherwise expressly agreed in accordance with this agreement and the applicable Services Schedule.
- 6 CLIENT OBLIGATIONS AND SERVICE EXCLUSIONS
- 6.1 CLIENT OBLIGATIONS
The Client must:
- • Raise all requests using TELTRAC’s Job Management System which tracks all issues from initial reporting to resolution with their Account Manager; and
- • Allow all necessary access (remote and onsite) to enable response and resolution; and
- • Comply with all obligations under this agreement together with the applicable Services Schedule.
- • Payment for all support costs at the agreed interval
- • Reasonable availability of customer representative(s) when resolving a service-related incident or request.
- • Provide accurate and complete information reasonably requested by Teltrac Communications to allow Teltrac Communications to support the meeting rooms.
- • Providing suitable maintenance windows during business hours to allow Teltrac Communications to test, diagnose and repair meeting room issues
- • Maintaining active manufacture support contracts for the Meeting Room Solution components, to allow access to manufacturer support, updates and hardware replacement;
- • Payment of any freight costs incurred for the shipping of faulty, or replacement, meeting room components
- • Maintaining a Network environment that is suitable for the Meeting Room Solution. i.e. Sufficient Bandwidth, QoS
- • Collaborate with Teltrac Communications on Incidents in a timely manner
- • The ownership, maintenance and repair of the Customer’s ICT infrastructure assets and ICT services, and the dealings with third parties relating to the Service, other than to the extent that these obligations are expressly contracted for as Teltrac Communications responsibilities under the Service Schedule and Product Specifications
- • Business continuity plans if the Meeting Room Solution is unavailable
- • Follow any reasonable instructions or directions Teltrac Communications may give from time to time to help maintain the stability of the Meeting Room Solution
- • Provide reasonable notification to Teltrac Communications of any material changes that might affect the delivery of the Services to the Customer
Failure to do these things precludes the application of service levels, response times, and any corresponding penalty or rebate obligations.
- 6.2 TELTRAC’s OBLIGATIONS
Teltrac’s responsibilities and/or requirements in support of this Agreement include:
- • Endeavour to provide services in a manner that does not interrupt the Customer’s business
- • Comply with all Customer instructions and requirements relating to onsite visits.
- • Maintain competency in all components in the support of all Hardware and Software supported under this schedule
- • Supply quotes if requested for the restoration, and or replacement, of meeting room solution were the service is not covered by this support schedule
- • Updating support records to reflect changes made by Teltrac Communications and related Partners
- 6.3 Maintenance, service and support exclusions
Any maintenance, service and support items not specified in the Schedule are excluded under this agreement.
- • Maintenance and Administration of Client’s network (I.T. Infrastructure)
- • Preventative Maintenance Checks (if Preventative Maintenance not agreed in Contract)
- • Spares as a Service (if Sparing not agreed in Contract)
- • Vendor Maintenance Contracts of Non-Teltrac supplied, hardware / software
- • Repair or replacement of equipment due to damage caused by misuse, breakage, unauthorised design, change or modification including damage caused due to static discharge, damages due to lightning strike(s) or electrical surges, electrical power fluctuation or lack of power, or act of God.
- • Repair or replacement of equipment due to damage caused by dust, water, heat, sunlight, dew, radiation, rain or exposure to other elements and use of the Equipment in an environment other than originally installed and specified by the manufacturer.
- • Repair or costs incurred for the repair of equipment where the Manufacturer’s Warranty or Support has expired.
- • Diagnosing or resolving issues related to the Customer’s ICT Infrastructure
- • Liability for any loss or damage caused as a result of the Meeting Room not operating as designed
- • Changes to the meeting room design for security compliance are not covered and would require a chargeable project
- 7 OTHER PROVISIONS
- 7.1 LIMITATION OF LIABILITY
The exclusions and limitations of liability set out in TELTRAC’s general terms and conditions of trade and/or Master Services Agreement shall also apply to this agreement as if they were set out in full in this agreement, including without limitation the following provisions:
7.1.1 TELTRAC shall not be liable for any indirect, incidental, special, or consequential damages (including damages for interruption of services, loss of business, loss of profits, loss of revenue, loss of data, or loss or increased expense the Client or any third party incurs), whether in action in contract, warranty, tort (including negligence), or strict liability. The limitations set out in this clause shall not apply to personal injury or direct physical damage to tangible property deliberately or negligently caused by TELTRAC.
7.1.2 To the extent (if any) that TELTRAC is held to be liable to the Client, TELTRAC’s total liability in any twelve (12) month period arising out of or in connection with this agreement will not in any circumstances (whether arising in action in contract, warranty, tort (including negligence), or strict liability) exceed the lesser of:
- (a) The total amount paid by the Client to TELTRAC under this SLA in the preceding three (3) month period; and
- (b) $10,000.00 (ten thousand dollars).
- 7.2 FORCE MAJEURE
The force majeure provisions set out in TELTRAC’s general terms and conditions of trade shall also apply to any failure or delay by a party in complying with any obligation imposed on that party under this agreement if the failure of delay arises directly or indirectly from an event of circumstance reasonably unforeseeable or beyond that party’s control and not arising from the fault or insolvency of that party.
- 7.3 DISPUTE RESOLUTION
The dispute resolution procedure set out in TELTRAC’s general terms and conditions of trade shall also apply to any matter arising between the parties concerning this agreement as if those dispute resolutions clauses were set out in full in this agreement.
- 7.4 GENERAL
7.4.1 The SLA shall be governed by and construed in accordance with the laws applicable in New Zealand and each party submits to the non-exclusive jurisdiction of the courts of New Zealand.
7.4.2 The Client will not assign, transfer, or otherwise dispose of any of its rights or sub-contract any of its obligations under this SLA without TELTRAC’s prior written consent.
7.4.3 This SLA or any Services Schedule is deemed to be signed (or executed) by a party if that party has signed or attached that party’s signature to an original, a photocopy or a PDF email image copy of that document and delivered it in any such format to the other party. All the executed formats together shall constitute a binding agreement between the parties.
- 7.5 Health and Safety Conditions
Occupational Health & Safety (OS&H) requirements are extremely important to the business of Teltrac Communications.
The Client shall provide Teltrac Communications with a current and accurate handbook detailing the Customer’s OS&H requirements.
The Client shall inform Teltrac Communications of any changes to the Customer’s OS&H requirements as soon as possible after being advised by Customer.
Teltrac Communications Responsibilities
Teltrac Communications will observe OS&H requirements as Provided by the Client for Customer site.
- 7.6 DIsengagement of services
If this Agreement is terminated by either party, the parties will jointly work on developing and executing a Disengagement plan, avoiding or minimizing any disruption to the End-Customer business.
During the disengagement period, both parties will comply with their respective obligations under, and in the manner required by, the Disengagement Plan. If there is any inconsistency between the Disengagement Plan and any provision of this agreement, the Disengagement Plan will have precedence.
- A. These Conditions of Sale shall apply to all goods and services (“the Goods”) supplied by Teltrac Communications Limited (together with its agents, administrators, and assigns “Teltrac Communications”), to the addressee of this document (together with its agents, administrators and assigns “the Client”) and shall prevail over any Client’s terms and conditions of sale.
- B. Notwithstanding clause 1.A, Teltrac Communications may by written notice to the Client, alter or replace these Conditions of Sale. All orders placed subsequently by the Client shall be upon the altered or replaced Conditions of Sale.
- C. Teltrac Communications and the Client shall acknowledge that these Terms and Conditions constitute a Security Agreement as defined by the Personal Property Securities Act 1999 (PPSA). This enables Teltrac Communications to register the debt owed by the Client until it is paid in full. For the purposes of the PPSA, Collateral shall include Goods and Services and the proceeds thereof. The Client shall agree not to allow any person to file a finance statement over any Collateral secured by this Security Agreement without the prior written consent of Teltrac Communications.
- D. All design information is intellectual property of Teltrac Communications. Any associated design fees, where applicable cover the use of the design only. Any unauthorised distribution of the design without written consent and payment made in full by the client to Teltrac Communications for the relevant designs, is strictly prohibited.
- E. The contract covers use of the design for the site it was intended for only. To use this design on a different site a fee must first be negotiated to cover the re-use of our intellectual property. If this design is re-used without written permission from Teltrac Communications, the original fee will be charged again in full.
2. PRICE AND TERMS OF PAYMENT
A. General Terms
- 1. Teltrac Communications reserve the right to re-estimate should the estimate not be taken in its entirety.
- 2. Prices are subject to availability and exchange rate at time of shipping.
- 3. Where required concrete core drilling will be provided by others.
- 4. Unless specifically stated otherwise we will provide concrete cutting, any chasing, trenching and 240V work on charge-up per hour as required.
- 5. If trenching is included, discovery of concrete or hidden services will incur an extra fee.
- 6. Errors and omissions accepted.
- 7. This estimate is valid for 14 (fourteen) days from the date on this estimate.
- 8. All estimate pricing excludes GST unless otherwise stated.
- B. Retentions, set offs and counterclaims will not be accepted.
- C. In the event the Client cancels the job after the initial payment is made Teltrac Communications will issue a credit for the deposit less any costs and administration fees incurred to date. In addition, the Client will be invoiced for any products already ordered should they exceed the value of the initial payment.
- D. In the case of a Service Call Teltrac Communications charges will include a minimum call charge of one hour of labour at the standard labour rate applying from time to time plus an on-site fee at the fixed rate applicable at the time the Service Call is made.
- E. Teltrac Communications reserves the right to charge interest on the overdue amounts. The annual rate of interest that Teltrac Communications would normally be charged by Teltrac Communications trading bank plus 2.5% per annum on any part of the purchase price unpaid after the 20th day of the month following the date of purchase.
- F. The right to restrict or withhold the sale of further goods on credit is reserved where Teltrac Communications has reason to doubt the Client’s ability to pay for such purchases.
- G. In any case where Teltrac Communications has incurred any expenses, costs, disbursements, or other sums reasonably incurred in the recovery of any outstanding amounts due to Teltrac Communications, including debt collection, agency fees and legal costs between Solicitor and own client, then the client will pay the same to Teltrac Communications. Such amounts shall carry interest at the rate specified in clause 2.F if unpaid within 7 days of the demand having been made.
- H. Teltrac Communications will pass on any restocking fees for equipment not required.
- A. Labour shall be provided at a fixed cost unless otherwise agreed between Teltrac Communications and the Client
- B. The Price is based on access to the entire site during the visit. If we are required to make multiple trips to site due to an area not being ready, we will charge for the additional visits as required.
- C. We request 7 days’ notice of the requirement to attend site. If we are required to attend site urgently (within 48 hours) we will charge for this visit as required.
- D. If we book a visit and the site is not ready, an additional charge for the visit will be made.
- E. The Price is subject to final location of the equipment.
- F. Price is subject to free and continuous access to all areas relevant to the contract.
- G. Changes made in design will be agreed in writing before work commences.
- H. The Client shall provide Teltrac Communications free and unlimited access to all construction and project delivery stakeholders
- I. If Teltrac Communications is installing equipment supplied by another party Teltrac Communications reserves the right to levy a charge for any interface equipment, time or disbursements required to successfully connect the equipment to the system.
- J. Client supplied equipment must be supplied to Teltrac Communications one month before required installation date.
- K. Modification of products (including painting, powder coating and electroplating) may void manufacturer warranties.
- L. Teltrac Communications undertakes to exercise all care but cannot be held responsible for accidents.
- M. Teltrac Communications accepts no responsibility for loss of goods or life during or after an installation.
- N. Teltrac Communications does not perform or pay for strengthening work required after penetrations.
- O. Where the client data network infrastructure is used for any transport of Audio Visual or Control traffic, all responsibility lies with client to ensure that all network hardware is; capable, functional, and configured correctly for optimal performance when handling such traffic.
Any hardware or labour required to assist with the build or configuration of the client network will be charged at standard rates (assuming work is done inside of normal hours).
Where the client network is at fault or configured incorrectly, any time consumed by AA technicians as a result will be on charged at standard rates.
4. INSPECTION OF GOODS
The client shall inspect the Goods on delivery and shall within seven (7) days of delivery (time being of the essence) notify Teltrac Communications of any alleged defect, shortage in quantity, damage, or failure to comply with the description or quote. The client shall afford Teltrac Communications an opportunity to inspect the Goods within a reasonable time following delivery if the client believes the Goods are defective in any way. If the client shall fail to comply with these provisions the Goods shall be presumed to be free from any defect or damage. For defective Goods, which Teltrac Communications has agreed in writing that the client is entitled to reject, the liability of Teltrac Communications is limited to either (at the discretion of Teltrac Communications) replacing the Goods or repairing the Goods
Teltrac Communications reserves the right to withdraw or refuse credit for any reason at any time.
6. WARRANTIES AND LIABILITIES
- A. Teltrac Communications shall not be liable (whether before or after completion of any contract for the supply of any Goods) for any loss or damage arising from, caused by or due to any negligence of Teltrac Communications’ representatives, servants, or agents. Teltrac Communications shall not be liable for any special, incidental, indirect, or consequential loss or damage which may result from or relate to a breach by Teltrac Communications of any of its obligations or a breach of any of the Client’s rights.
- B. None of Teltrac Communications’ employees, agents or independent contractors shall in any circumstance be under any liability of any kind to the Client for any loss or damage whether arising or resulting directly, indirectly, or consequentially from any act, neglect or default on the part of Teltrac Communications.
- C. Warranty periods begin from the purchase date of the equipment.
- D. Teltrac Communications may, at its discretion cancel any or all warranties where payment is outstanding.
7. RISK AND TITLE
- A. The Goods shall remain the absolute property of Teltrac Communications as legal and equitable owner, until Teltrac Communications has received payment for the goods and for any interest, costs, expenses, or other sums to which Teltrac Communications is entitled pursuant to these Terms and Conditions of Trade (all of which are together called “the amount owed”).
- B. Until payment in full of the amount owed and while the Goods are in the possession or control of the Client, the Client shall: –
- 1. Keep the Goods in good condition and in a secure manner;
- 2. Insure the Goods with a reputable insurance company for their full replacement value;
- 3. Keep the Goods separate and readily identifiable and not remove or obscure any brand name, marking or other means of identification appearing on the Goods or any packaging.
- C. Until Teltrac Communications has received payment of the amount owed, the Goods are supplied to and shall be dealt with by the Client only as a fiduciary agent, and/or Bailee of Teltrac Communications and it shall be the duty of the Client to account to Teltrac Communications for the proceeds of any sale or disposition of the Goods to a maximum of the amount owed.
- D. The Client shall ensure that any proceeds are paid into a separate bank account that does not have a debit balance at the time of deposit, so that the proceeds are identifiable and traceable. While the Client shall deal as principal and Teltrac Communications shall not be liable to any person with whom the Client deals nevertheless the Client shall hold the entire proceeds of sale or other dealing in respect of the Goods in trust for Teltrac Communications.
- E. Until such time as Teltrac Communications has received payment in full of the amount owed, Teltrac Communications may give notice in writing to the Client to return Goods or any part of them. Upon such notice the rights of the Client to ownership or any other interest in the Goods shall cease.
- F. The Client hereby irrevocably authorises Teltrac Communications immediately upon either default in payment of the amount owed or in breach of any other terms of this contract, without the necessity of giving notice, to enter on and into any property or premises owned or occupied by the Client to search for and remove all or any of the Goods, and to sell or otherwise dispose of the Goods removed and credit the sale proceeds towards the amount owed.
- G. If all or any of the goods are wholly or partially attached to, intermingled with or incorporated in any other Goods, Teltrac Communications may in its sole discretion disconnect or retrieve the Goods, in order to remove them. Teltrac Communications shall not be liable for any loss or damage caused to or liability incurred by the Client in exercising its rights under this clause.
- H. The Client hereby indemnifies and shall keep indemnified Teltrac Communications for any claims for loss or damages that may be made against Teltrac Communications because of the exercise by Teltrac Communications of its rights pursuant to this clause.
- I. If at the time of any default by the Client either in payment of the amount owed or in observance of any other terms of this contract or upon the appointment of a Statutory Manager to, or the receivership, liquidation, or bankruptcy of, or making of a scheme of arrangement by, the Client:
- 1. All or any of the Goods have been sold or otherwise disposed of by the Client for valuable consideration, or so as to create a debt owed to the Client, then the Client assigns all legal and equitable title to that consideration and/or debt to Teltrac Communications and authorises Teltrac Communications to act in all respects as the Client in obtaining and realising that consideration and/or debt, and in crediting the sum towards the amount owed.
- 2. All or any of the Goods have been lost, damaged, or destroyed in circumstances that entitle the Client to claim reimbursement pursuant to any insurance policy, the Client in making or pursuing the claim, which proceeds are to be credited towards the amount owed.
- 3. If any part of this clause 7 is void or unenforceable against any creditor, Statutory Manager, receiver or liquidator or Official Assignee in bankruptcy of the Client only that part of this clause shall be void or unenforceable, and it shall be severed from this clause leaving the remaining provisions in full force and effect the design