Terms and Conditions

Effective Date: 18 August 2024

Preamble

a) Wistec Pty Ltd (“Wistec”) offers a diverse array of products and services to its clients. b) Wistec commits to using its best efforts to deliver these products and services to its clients in a timely and professional manner. c) These Master Terms and Conditions outline the terms under which Wistec provides its products and services. d) Wistec reserves the right, at its discretion and upon notice to the Customer, to amend these terms and conditions. Any such amendments shall thereafter govern the relationship between the parties concerning the Agreement. e) In the event that the Customer has also been provided with a Services Agreement and/or associated Annexes or Schedule(s) by Wistec, the terms and conditions within those documents shall take precedence over these Master Terms and Conditions in the event of any inconsistency.

Definitions

• Agreement: Refers collectively to the Proposal, these Master Terms and Conditions, and any related Annexes or Schedule(s). The term “Contract” is used interchangeably with “Agreement.”
• Associate: As defined in the Corporations Act 2001 (Cth).
• Customer: The individual or entity named or identified in the Schedules.
• Consequential Loss: Includes, but is not limited to: a) Loss of profits, loss of revenue, loss of data, reputational damage, loss of goodwill, loss of business opportunities, loss of management time, damage to credit rating, or loss of business; and b) Any loss not naturally arising from the relevant breach, whether or not such loss was reasonably foreseeable by the parties at the time the Agreement was made.
• Contract Change Request: Refers to a documented request for modifications to the services provided by Wistec, including any associated price adjustments, as agreed upon by both parties.
• CPI: The Consumer Price Index (All Groups Index for the Weighted Average Eight Capital Cities) as published by the Australian Bureau of Statistics.
• Cyber-attack: Refers to any unauthorized access, attempted access, or alteration of Environments, as well as any malicious software activity or intentional disruption that affects Environments or the Customer’s access thereto.
• Environment: Includes all IT environments, networks, systems, applications, equipment, and infrastructure.
• Force Majeure Event: Any event beyond the reasonable control of a party, including but not limited to acts of God, war, civil unrest, or natural disasters.
• Hardware: The physical components of the Products supplied under the Agreement, excluding Software and media.
• Loss: Encompasses liability, loss, damage, cost, and expense, including Consequential Loss.
• Products: Refers to Hardware, Software, documentation, supplies, accessories, and related items provided by Wistec.
• Quote: A detailed document outlining the products and services to be supplied by Wistec; interchangeable with the term “Proposal.”
• Related Entity: As defined in the Corporations Act 2001 (Cth).
• Services: The expertise, knowledge, or advice provided by Wistec or an authorized third party, which may include installation, engineering, training, consulting, or technical support.
• Schedules: Any document provided by Wistec to the Customer detailing the scope of Services under the Agreement.
• Site: The premises or designated location of the Customer where Products and/or Services will be delivered or installed.
• Software: The object code version of the computer programs included as part of any Product.

1. Payment and Pricing

1.1 Fees and Prices:

The Customer agrees to remit payment to Wistec as specified in the fees or prices outlined in the Quote and as stipulated in the Agreement.

1.2 Price Adjustments:

Unless otherwise specified in a Schedule, the pricing for Services shall be subject to annual review on the anniversary of the Agreement’s Commencement Date. Wistec reserves the right to adjust pricing to reflect any increases in the costs associated with supplying or delivering the products or services. Such adjustments will be communicated in writing and will take effect thirty (30) days from the date of notification.

1.3 Invoice Payment Terms:

The Customer is obligated to settle each invoice issued by Wistec within the payment terms specified in the Schedule(s). If no specific terms are provided, payment must be made within 14 days of the invoice date.

1.4 Withholding and Deductions:

The Customer shall not withhold or deduct any amounts due to Wistec unless a credit note has been issued or prior written consent has been obtained. Any lesser payment made will be considered partial payment and will not prejudice Wistec’s right to pursue the balance.

1.5 Interest on Overdue Payments:

Interest shall accrue on all overdue amounts at a rate of one percent (1%) per month from the due date until full payment is received.

2. Taxes

2.1 Obligation to Pay Taxes:

The Customer is responsible for paying all applicable taxes, duties, and levies arising from changes in the law, excluding taxes on Wistec’s net income.

2.2 Reimbursement:

If either party is required to reimburse or indemnify the other for any costs, the amount must be reduced by any input tax credit that is recoverable.

2.3 Tax Invoices:

Each party must ensure that all invoices issued in relation to any GST Amount are valid tax invoices. Payment of the GST Amount must be made by the invoice due date.

2.4 Adjustments:

Should an adjustment be necessary concerning GST, the corresponding adjustment will be made between the parties. An adjustment note must be provided within 28 days, with payment to be made within 30 days of receipt.

2.5 Definitions:

Terms used in this section, including “supply,” “consideration,” “tax invoice,” “adjustment note,” “taxable supply,” and “GST group,” shall have the same meaning as defined in the GST Act.

3. Suspension of Services

Wistec reserves the right to suspend all or any part of the Services where fees are overdue, pending the receipt of full payment.

4. Title and Risk of Product

Title to any products, goods, accessories, or materials supplied to the Customer shall pass to the Customer only upon full payment to Wistec. Risk in the products shall transfer to the Customer upon delivery to the Customer’s premises or nominated address.

5. Warranties and Disclaimers

Except as required by law and subject to the Agreement, Wistec disclaims all warranties, express or implied, including warranties of merchantability or fitness for a particular purpose. Wistec warrants that the Services will be provided with due care, skill, and by qualified personnel.

6. Customer Responsibilities

The Customer shall cooperate with Wistec to facilitate the provision of Services, including obtaining necessary permits and providing required information. The Customer is responsible for all charges and obligations related to the Services and must ensure compliance with operational and user manuals.

7. Indemnities and Limitations of Liability

Each party indemnifies the other against all claims, losses, and damages resulting from any breach of the Agreement or negligent act. Neither party shall be liable for Consequential Loss. Wistec’s liability to the Customer is limited to the total fees paid by the Customer under the Agreement in the 12 months preceding the claim.

8. Termination

The Agreement may be terminated by either party with 30 days’ written notice in the event of a Material Breach or insolvency of the other party. Upon termination, all outstanding amounts owed to Wistec shall become immediately due and payable.

9. Force Majeure

Neither party shall be liable for failure or delay in performance due to any Force Majeure Event. Should such an event persist for more than 60 days, Wistec may terminate the Agreement with written notice.

10. Subcontracting

Wistec may subcontract any or all Services under the Agreement but remains primarily responsible for their provision.

11. Dispute Resolution

All disputes arising under the Agreement shall be resolved through informal negotiation or mediation before proceeding to litigation. Both parties shall continue to perform their obligations during dispute resolution.

12. Confidential Information

All information exchanged between the parties is to be treated as confidential and shall not be disclosed to third parties without the prior written consent of the other party, except as required by law.

13. Personal Information

The collection, use, and disclosure of any personal information by Wistec shall be governed by Wistec’s Privacy Policy and the Privacy Act.

14. Intellectual Property

Wistec retains all intellectual property rights in materials, data, information, and software developed or provided under the Agreement. The Customer is granted a non-exclusive license to use such intellectual property strictly for the purposes of the Services.

15. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of South Australia. Any disputes shall be subject to the exclusive jurisdiction of the courts of South Australia.

16. Notices

Notices must be in writing and may be delivered by mail, email, or facsimile. Notices are deemed received as per the timelines specified in the Agreement.

17. Assignment

Wistec may assign its rights and obligations under the Agreement with written notice to the Customer. The Customer may not assign its rights without Wistec’s prior written consent.

18. Survival

Provisions of this Agreement which by their nature should survive termination or expiration shall survive.

19. Entire Agreement

This Agreement constitutes the entire agreement

between the parties and supersedes all prior representations, agreements, and understandings, whether written or oral.

Contact Information

Wistec Pty Ltd

Suite 18, Level 2, 55 Gawler Place, Adelaide SA 5000

40/23 Narabang Way, Belrose NSW 2085

Email: hello@wistec.com.au