TERMS AND CONDITIONS

TechClick is an IT Solutions company that empowers partners to bring innovative solutions to their customers. We act as your trusted delivery arm, ensuring seamless implementation to your customers with our automated productised packages. We offer both white label and direct customer contact with non-disclosure agreements in place to ensure your customer stays yours.

1.0 DEFINITIONS

These Terms and Conditions apply to the supply of product enhanced by the provision of labour to facilitate Pre-configuration, Installation – OR – other Technical or Professional Services (as provided through Quotation) for supply by TechClick – Naga Group Pty Ltd Where appropriate these Terms and Conditions extend to any Quotation offered.
In these terms and conditions

  • “TechClick” means Naga Group Ptd Ltd trading as TechClick
    61 641 315 040, of Level 3 ,683 Burke Rd Camberwell, 3124, Vic, Australia its staff – OR – nominated representatives in that or any other state of Australia. Details of branch offices in other states are available upon request.
  • “Partner” means the party named as such in Scope of Work.
  • “SOW” means  Scope of Work the schedule set out in this document providing for response to the Partner-specific requirements including any specific inclusions, exclusions or assumptions detailed as part of that schedule including these attached Terms and Conditions.
  • “Services” means professional services to deploy Microsoft technologies or professional services.

2.0 SERVICES

Subject to these terms and conditions, TechClick will supply to the Partner the Services specified, in the forward of this SOW, at the rates specified in this SOW, in respect of the solution/professional Services specified in this SOW. TechClick will use commercially reasonable endeavours to provide the Services within the agreed time frames.

Where appropriate, subject to these terms and conditions, TechClick will supply to the Partner the Services specified, in the forward of this SOW, at the rates specified in the SOW. TechClick will use commercially reasonable endeavours to provide the Services within the agreed time frames.

 3.0 PRICE EXCEPTIONS

  • Regular Working Hours
    The rates, unless otherwise specified, are based upon the provision of the Services during regular working hours (9.00am to 5:00pm) on regular working days (Monday to Friday). TechClick reserves the right to charge additional fees in respect of provision of Services outside these times.
  • Proximity
    The rates, unless otherwise specified, are based upon the Partner’s customer premises being located within a 15-kilometre radius, by standard carriage, of the GPO of a capital city of a state or territory of Australia. TechClick reserves the right to charge the Partner for any additional travelling time and expenses incurred in providing outside this area.
  • Partner Interference
  • TechClick reserves the right to charge the Partner for any extra costs incurred by TechClick caused by the Partners instructions, lack of instructions, interruptions, mistakes, work for which TechClick was/is not responsible (variations) or a change to/in the Partner’s customers environment.
  • Current backup data for the system
  • Current system configuration information

In the event of any unforeseen failure, these will be used to recover systems or equipment. Without such preparation best endeavor will be employed to remedy any failure. Recovery tasks will be conducted as “time and materials” at TechClick standard rates.

6.0 PAYMENT

TechClick will invoice the Partner in respect of all Services provided under this Agreement. The Partner will pay such invoices within 14 days of the invoice date. Any amounts due by the Partner to TechClick which have been outstanding for a period in excess of 60 days, may, at TechClick’s option, be subject to additional interest charges at the prevailing Commonwealth Bank commercial overdraft rate. No refunds or credits are given for unused prepaid Services.

8.0 WARRANTY

In addition to any warranty or obligation imposed by law, TechClick warrants to the Partner that the Services will be provided using reasonable skill and care, and according to the description contained . TechClick will proivde two weeks hypercare serivces post implementation as warrenty.

9.0 LIABILITY OF TECHCLICK

  • Loss or Damage
    Except as expressly provided to the contrary in these terms and conditions, TechClick shall not be under any liability to the Partner in respect of any loss or damage (including consequential loss or damage, loss of profits or revenue) however caused, which may be suffered or incurred or which may arise directly or indirectly in respect of the Services or the failure of TechClick to comply with its obligations under these terms and conditions. Neither party will bring an action against the other relating to the Services more than post hypercare period after the supply of the Services, excluding an action seeking payment for the Services.
  • Scope
    Anything not explicitly included in this scope of work/proposal is excluded.
  • Statutory Provisions
    Where any Act of Parliament implies in these terms and conditions any term, condition or warranty, and that Act avoids or prohibits provisions in a contract excluding or modifying the application of, exercise of, or liability under, such term, condition or warranty, such term, condition or warranty shall be deemed to be included in these terms and conditions. However, the liability of TechClick for breach of any such term, condition or warranty shall be limited, at the option of TechClick, to any one or more of the following:
  • If the breach relates to Services;
  • The supplying of the Services again; – OR –
  • The payment of the cost of having the Services supplied again.

10.0 INTELLECTUAL PROPERTY

The Partner warrants to TechClick that it has all intellectual property rights necessary to enable TechClick to carry out the Services. The Partner will indemnify TechClick from and against any and all damages, losses, claims, liabilities, demands, charges, suits, penalties, costs and expenses (including legal costs) which TechClick may sustain, or to which any of TechClick may be subjected, arising out of or relating to any breach of this warranty.

11.0 DELAY AND FORCE MAJEURE

Neither party is responsible for failure to fulfil any obligations due to causes beyond its control.

12.0 WHOLE AGREEMENT

These terms and conditions and the SOW constitute the entire agreement between the parties with respect to the provision of the Services and supersedes all previous agreements or understandings, representations, warranties and conditions not expressly stated herein.

13.0 CONFIDENTIAL INFORMATION

Both parties acknowledge that they may obtain access to confidential and proprietary information belonging to the other in the course of the provision of the Services. The parties agree not to disclose such confidential information to any person except where:

The information is in, or comes into, the public domain;

The information is required to be disclosed by law; – OR –

The owner of the information consents to its disclosure, or disclosure is required for the provision of the Services.

14.0 AMENDMENT

These terms and conditions and the SOW that they support may not be changed or modified in any way except in writing signed by or on behalf of all the parties.

15.0 ACCEPTANCE

By signing in the space provided on the TechClick SOW, the Partner acknowledges that it has read and agrees to be bound by these terms and conditions. (E&EO) Errors and omissions excluded

16.0 GST (GOODS AND SERVICES TAX)

TechClick reserves the right to recover from the Partner all goods and services tax, any other taxes, duties, levies or fees imposed on or in respect of the provision of the Services by TechClick to the Partner.

17.0 DISPUTE RESOLUTION

    Dispute Notice

  • If any dispute or difference between the Partner and TechClick arises under, or in connection with this Agreement (Dispute), then either party may notify the other of the existence and nature of the Dispute by issuing a notice in writing (Dispute Notice) which:
  • Includes or is accompanied by reasonable particulars of the Dispute; and
  • Is given within 20 Business Days of the circumstances giving rise to the Dispute first occurring.

    Discussions

  • Within 10 Business Days after a Dispute Notice is given, the parties must meet and attempt in good faith to resolve the Dispute within 20 Business Days after the issue of the Dispute Notice.

    General

  • Subject to paragraph 17.6, a party may not bring court proceedings in respect of any Dispute unless it first complies with the requirements of this clause.
  • Nothing in this clause 17 will prevent either party from instituting court proceedings to seek urgent injunctive, interlocutory or declaratory relief in respect of a Dispute.

    Continuance of performance

  • Despite the existence of a Dispute, the parties must continue to perform their respective obligations under this document and any related agreements.

18.0 TERMINATION

The Partner may terminate this Agreement by providing 60 days prior written notice to TechClick.

Without limiting the generality of any other clause in this Agreement, the Partner may terminate this Agreement immediately by notice in writing if:

TechClick is in breach of any term of this Agreement and such breach is not remedied within 30 days of notification by the Partner specifying the nature of such default;

An Insolvency Event such as any notice for the appointment of a receiver or administrator or liquidator or compounding of debts with creditors or analogous event occurs in respect of TechClick or any of its subsidiaries; or

TechClick ceases or threatens to cease conducting its business in the normal manner.

TechClick may terminate this Agreement by providing 60 days prior written notice to the Partner.

Without limiting the generality of any other clause in this Agreement, TechClick may terminate this Agreement immediately by notice in writing if:

The Partner is in breach of any term of this Agreement and such breach is not remedied within 30 days of notification by the TechClick specifying the nature of such default;

An Insolvency Event such as any notice for the appointment of a receiver or administrator or liquidator or compounding of debts with creditors or analogous event occurs in respect of The Partner or any of its subsidiaries; or

The Partner ceases or threatens to cease conducting its business in the normal manner. Upon termination for any reason, the Partner shall immediately pay all outstanding invoices and return to TechClick all equipment belonging to TechClick;

Upon termination for any reason, TechClick shall return to the Partner all equipment belonging to the Partner.

All confidentiality obligations shall survive termination of this Agreement.

Upon termination TechClick, and The Partner, shall retain whatever rights they are entitled to under this Agreement and the applicable laws governing this Agreement, in addition to the specific rights and remedies provided in clause 18.

If you have any questions regarding this Terms and Conditions document, you may contact us using the information below.

Email: partnerships@techclick.com.au

Phone: 1300 896 041

Last Edited on 27th May 2024