TERMS AND CONDITIONS OF SALE AND PROVISION OF SERVICES – SLY HOLDINGS Pty Ltd t/a COMM ONE, referred to herewith as ‘SLY HOLDINGS
1. Definitions
1.1. Customer Materials means any document, goods or material provided by the Customer or on behalf of the Customer to SLY HOLDINGS in relation to this agreement.
1.2. Force Majeure means an event beyond the control of SLY HOLDINGS, including but not limited to strikes, industrial disputes, fire, flood, acts of God, war, insurrection, vandalism, sabotage, riot, national emergency, privacy, hijack, terrorism, embargoes, or restraints, extreme weather or traffic conditions, temporary closure of roads, changes in Legislative Requirements.
1.3. Purchaser, Customer, You or Your refers to the person, firm, organisation, partnership, corporation, trust or other entity purchasing Customer Materials from Us. The reference to “You/Your” includes any of your employees, agents and contractors.
1.4. Site means the land or premises specified in the details.
1.5. “We and Us” means SLY HOLDINGS.
2. Sale of Goods / Provision of Services
2.1. SLY HOLDINGS provides the goods and/or services subject to these terms and conditions, unless otherwise agreed in writing.
2.2. When a person makes an offer or order to purchase goods and/or services (“the Purchaser/Customer”) and that offer, or order is accepted by SLY HOLDINGS, the Purchaser/Customer agrees and acknowledges that these Conditions will be binding on both Parties for the purposes of the sale of the goods and/or provision of services.
2.3. These Conditions may only be amended or varied by written agreement signed by both Parties.
2.4. Engaging SLY HOLDINGS for the supply of any product or service is automatic acceptance by the consumer of our ‘Terms and Conditions’.
3. Orders
3.1. Information provided by SLY HOLDINGS in respect of the goods and/or services (including price lists) does not constitute an offer to sell but an invitation to treat only.
3.2. An order or offer to purchase is an offer to purchase goods and/or services at the price set by Us at the date of delivery (plus delivery and other applicable charges).
3.3. SLY HOLDINGS reserves the right to accept or reject any order (in whole or in part) for any reason.
3.4. Without limiting clause 3.3, SLY HOLDINGS may reject an order or offer if the Purchaser/Customer’s application for credit is rejected, the Purchaser/Customer fails to pay for other goods and/or services ordered, the goods are unavailable, there is an error in the price or the description of goods and/or services, or an error in the order
4. Specifications
4.1. SLY HOLDINGS is not responsible for typographical or illustrative errors. Images on our website and/or documentation may be visually enhanced to demonstrate usage.
5. Price/Fees
5.1. Unless otherwise notified by SLY HOLDINGS in writing, all prices for goods and/or services:
(a) are in Australian dollars.
(b) are exclusive of GST.
(c) are based on the supply of the listed hardware, software, and services only.
5.2. where goods are ordered internationally prices quoted are subject to exchange rate variation price adjustment.
5.3. The price payable is based on:
(a) having continuous, uninterrupted, and unhindered access to the required people, equipment, facilities, utilities, and areas where the Works are to be carried out.
(b) current workplace agreements.
5.4. Does not cover extraneous work, including but not limited to patching/painting, carpet lifting or refitting, building work or decoration and emergency service callouts; or
5.5. Any costs associated with the discovery of unforeseen conditions or any other event beyond the reasonable control of SLY HOLDINGS.
5.6. SLY HOLDINGS may adjust the pricing on an annual basis in respect of an increase/fall in the cost of any annual services and increased/decreased costs. Should the Customer object to SLY HOLDINGS proposed adjustment of pricing, the Purchaser/Customer may terminate any Agreement on the provision of 30 Business Days written notice to SLY HOLDINGS.
5.7. If it becomes necessary to pay any additional site allowances, other than a State or Federal award, or amounts more than any current workplace agreement applicable to the type of work being performed, these costs will be added to the Fee.
5.8. Emergency or non-urgent service callouts will be charged in accordance with SLY HOLDINGS standard rates for such services. These rates can be provided on request.
6. Payment
6.1. The Purchaser/Customer must pay the price (and delivery and other applicable charges) for the goods and/or services in accordance with the payment terms specified on the invoice provided by SLY HOLDINGS. SLY HOLDINGS reserves the right to pass on to the Purchaser/Customer all costs associated with particular forms of payment (for example merchant fees charged on credit card payments). Where a payment is due on a weekend or public holiday in Queensland, payment is required by the preceding working day.
6.2. Where the Purchaser/Customer fails to make full payment by the due date, SLY HOLDINGS may, in its absolute discretion:
(a) refuse to supply the Purchaser with further goods and/or services; or
(b) require the Purchaser to pay for further goods and/or services in full prior to delivery.
7. Delivery
7.1. If the Purchaser/Customer claims that the goods were defective, short delivered or otherwise not the goods specified in the order, the Purchaser/Customer must notify SLY HOLDINGS in writing (including sufficient particulars) within seven (7) days of delivery. If the Purchaser fails to notify SLY HOLDINGS within this time, the goods will be treated as having been accepted by the Purchaser/Customer and SLY HOLDINGS will be discharged from any liability in respect of the goods being wrong or defective or short delivered.
7.2. SLY HOLDINGS will make all reasonable efforts to deliver the goods within the times agreed, however the Purchaser/Customer acknowledges that all quoted delivery times are estimates only and failure to deliver by those times will not constitute a breach of these Conditions. SLY HOLDINGS will not be liable for any loss or damage howsoever arising as a result or consequence of any delay in delivery.
7.3. Delivery occurs when the goods are first left with the Purchaser/Customer (or at the Purchaser/Customer’s premises or other agreed place). SLY HOLDINGS is not required to obtain the Purchaser/Customer’s signature as proof of delivery. Upon delivery, all risk in the goods passes to the Purchaser/Customer.
8. Title to Goods
8.1. Ownership of the goods remains with SLY HOLDINGS and title does not pass to the Purchaser/Customer until SLY HOLDINGS has received payment of the associated invoice.
8.2. If the Purchaser/Customer fails to pay SLY HOLDINGS for the goods by the due date for payment, the Purchaser/Customer (without prejudice to any other right or remedy SLY HOLDINGS may have) agrees to deliver the goods to SLY HOLDINGS upon demand, and consents to SLY HOLDINGS entering the premises at which the goods are stored or installed and retaking possession of the goods.
9. Recalls
9.1. In the event of a product recall over the goods, the Purchaser/Customer agrees to give SLY HOLDINGS such assistance as is reasonably required in relation to that recall.
10. Warranty and Product Returns
10.1. The Purchase/Customer must inspect all purchased Products upon delivery and, within seven (7) Business days of delivery, give written notice to SLY HOLDINGS if any of the Products delivered are not in accordance with any Agreement. As in Clause 7.1
10.2. All Products carry a one (1) year limited (Return to Base) warranty unless otherwise covered by a specified manufacturer’s warranty term or up to two (2) to five (5) as offered by some manufacturers. SLY HOLDINGS will replace or repair any products found to be defective during their Warranty period.
10.3. Manufacturers return to base warranty terms do not include travel, de-installation, return freight, return travel, re-installation, re-programming, and commissioning and these are specifically excluded from warranty cover.
10.4. Intentional or accidental damage to the equipment resulting from the wrong voltage applied to the system, reverse polarity, power surge, lightning, improper usage or repaired/altered without the authorisation will automatically void any warranty.
10.5. SLY HOLDINGS is solely dependent on the suppliers and/or the distributors for warranty claim times. SLY HOLDINGS will always do what it can to expediate the process.
10.6. SLY HOLDINGS are not obligated to provide advance replacement under any circumstances.
10.7. Faults or failure caused by Acts of God, electrical derangement, maltreatment, or interference with the installed equipment are specifically excluded from warranty cover.
10.8. Vendor/manufacturer onsite warranties provided with equipment purchase are subject to the specific vendor/manufacturers terms and conditions.
10.9. Except to the extent that it cannot be lawfully excluded, SLY HOLDINGS will not be liable to any person for any loss or damage (consequential or otherwise) suffered or incurred by the Purchaser/Customer:
(a) For any losses resulting from the time it takes to have the faulty item replaced or repaired.
(b) caused by or resulting directly or indirectly from any failure, defect, or deficiency of any kind of or in the goods and/or services.
11. Return Policy
11.1. Any new Product, with the exception of software, may be returned within thirty (30) days of the purchase date to SLY HOLDINGS, all shipping costs are the responsibility of the Purchaser/Customer and so long as the Purchaser/Customer has adhered to conditions as stated in clause 10.1 and 7.1; and
(a) A Return Merchandise Authorisation (RMA) has been obtained by emailing support@comm1.com.au prior to the return of merchandise for instructions on how to return your order. Any products returned to SLY HOLDINGS without an RMA will be rejected and/or sent back to the Purchaser/Customer at the Purchaser/Customers expense.
(b) An RMA number is only valid for 14 (fourteen) days from date of issue.
(c) the equipment and packaging are in “as new” condition. “as new” means that all returns inside the 30 (thirty) day period should be undamaged and Products must NOT have been installed, mounted, or configured. The original packaging must be unmarked. No postmarks or labels may be on the original product box(es).
(d) Special orders, custom build items and software may not be returned.
(e) Shipping costs are non-refundable, and a restocking fee of 20% may be charged.
(f) There will be a charge for missing accessories, CD, login details or manuals.
(g) Returned items must be properly packaged in a shipping carton, insured and shipped to SLY HOLDINGS by a method that offers delivery verification.
(h) SLY HOLDINGS will not issue refunds, exchanges, or credits after the 30 (thirty) day period and/or that have not followed the process of clause 10.1 and 7.1. After this period Products may only be returned for warranty repair/replacement only as per 10.2.
(i) If you will be using the item(s) for mission critical tasks, be it running a business, or other any other reason, it would be prudent to purchase redundancy equipment or failover equipment to minimise downtime.
12. Force Majeure
12.1. If a Party is prevented from or delayed in complying with an obligation (other than payment of money) under these Conditions by an event beyond its reasonable control, performance by it of that obligation is suspended during the time, but only to the extent that, compliance is prevented or delayed.
13. Quotation Validity
13.1. Unless otherwise agreed in writing a quotation provided by SLY HOLDINGS may be accepted up to 30 (thirty) days from the quotation date, after which SLY HOLDINGS reserves the right to amend or withdraw it. If any amounts are quoted in a foreign currency, the applicable exchange rate (as published by the Reserve Bank of Australia) shall be as at the date of the quotation.
14. Intellectual Property Rights
14.1. SLY HOLDINGS retains all rights, title and interest subsisting in any design, documentation, diagrams, plans, or other information and materials supplied to the Purchaser/Customer in relation to this Agreement.
14.2. All intellectual property rights in Customer Materials supplied by the Purchaser/Customer for the purposes of this Agreement remain the property of the Purchaser/Customer but the Purchaser/Customer grants SLY HOLDINGS a perpetual, irrevocable, royalty free, nonexclusive license to use, reproduce and modify the Customer’s Materials for any purpose related to this Agreement.
14.3. The Purchaser/Customer agrees to accept full responsibility for the Customer Materials and to indemnify SLY HOLDINGS for any action, claim, liability, cost or expense arising out of a claim in Relation to any intellectual property infringement arising out of SLY SLY HOLDINGS use of the Customer Materials.
15. Purchaser/Customer’s Specific Obligations
15.1. The Purchaser/Customer shall provide SLY HOLDINGS with sufficient access to the Site as reasonably required for the purpose of allowing SLY HOLDINGS to perform its obligations under any Agreement.
15.2. Purchaser/Customer shall ensure that the Purchaser/Customer and the Customer’s Personnel:
(a) does not interfere with or disrupt, delay, or hinder SLY HOLDINGS, its employees, agents, subcontractors or other persons engaged by SLY HOLDINGS or prevent them from carrying out the Works or cause them to incur additional cost; and
(b) reasonably cooperate with SLY HOLDINGS and its employees, agents and subcontractors;
(c) advise SLY HOLDINGS the existence of any conditions affecting the Site, including but not limited to, concealed pipes, wires and cables for water, gas, electricity, telephone, or asbestos, and shall confirm the location of such conditions to SLY HOLDINGS technician before work commences. In the absence of such notice SLY HOLDINGS accepts no liability for any loss or damage as a result of such conditions and the Purchaser/Customer agrees to indemnify SLY HOLDINGS against any claim whatsoever for any loss or liability under this clause;
15.3. Provide the Customer Materials as required by SLY HOLDINGS for the delivery of the Products and/or performance of the Services by the date agreed between the parties or otherwise within a reasonable time after the date of any Agreement;
15.4. Provide SLY HOLDINGS, within a reasonable time of a request made by SLY HOLDINGS, any further data, specifications and information required by SLY HOLDINGS to fulfil its obligations under any Agreement;
15.5. Provide adequate facilities at the Site at no cost to SLY HOLDINGS, including but not limited to parking, power, lifting equipment, scaffolding, scissor lifts, rubbish removal skips and lockable storage; and
15.6. Ensure that the Site is at all times a safe working environment and complies with all applicable OHS Law. The Purchaser/Customer acknowledges that SLY HOLDINGS has not been engaged as the principal contractor for the purposes of OHS Law in carrying out the Works.
15.7. If SLY HOLDINGS considers that the Site is unsafe, it may delay or cease delivery of the Works until the Site is restored to a safe condition. In addition to any of SLY HOLDINGS rights under this Agreement, the Purchaser/Customer acknowledges that any such delay or cessation of the Works:
(a) will not constitute a breach of any Agreement; and
(b) will not entitle the Purchaser/Customer to the payment of liquidated damages or a financial penalty or any other damages
15.8. The Customer acknowledges that SLY HOLDINGS is not liable for the failure of third-party equipment, or the failure of services connected to equipment, including but not limited to the failure of telecommunication carrier lines, energy providers, and customer networks. The Purchaser/Customer is responsible for:-
(a) organising the rectification of these services; and
(b) costs relating to emergency services charges; and
(c) any costs or relocation of that equipment if required.
15.9. The Purchaser/Customer agrees SLY HOLDINGS has the right to alter from the original design, scope or quotation, without written notice or consent from the purchaser/customer, any equipment locations during installation, under the following conditions, but not limited to:
(a) unforeseen site challenges that could not be determined during prior site inspections;
(b) cabling options and/or cabling obstacles;
(c) barriers to mounting or obstructions for mounting;
(d) ensure installation best practice;
(e) to improve the original design and achieve surveillance or security advantages;
(f) in the case of CCTV cameras, to achieve the desired view with regard and consideration to site artificial and natural lighting conditions and lens width, depth and height.
(g) comply with legislation, code or regulations;
(h) comply with safe work practices; and/or
(i) avoid installation delays.
15.10. You are to supply access keys or cards for the duration of any installations, to enable SLY HOLDINGS staff uninterrupted access to all required areas to avoid installation delays.
15.11. Cable conduit will be mounted discretely where possible, but it is assumed the client is aware and agrees that if this is not possible conduit will be exposed.
15.12. Where fire sealed cable penetrations need to be used, separate costs will need to be obtained from your Fire Service Provider to reseal and certify once our cabling has been installed. Any new penetrations created for cabling purposes that require fire sealing and certification will need to be costed and completed by your Fire Service Provider.
15.13. If a GPO is required at any installation locations or there are any other electrical requirements, these will be referred to the site management or their appointed electrical contractor.
16. Consumer Data Policy:
16.1. SLY HOLDINGS is dedicated to keeping al personal information private. Any information collected in relation to you is kept strictly secured. We do not pass on, sell or swap any of your personal details with anyone. We only use personal information to identify your orders, provide you with our monthly newsletter (if applicable) and to personalise your experience with us. SLY HOLDINGS uses cookies to allow you to login to your account, maintain your experience on our website. Whenever you use our web site, or any other web site, the computer on which the web pages are stored (the Web server) needs to know the network address of your computer so that it can send the requested web pages to your Internet browser. The unique network address of your computer is called its “IP address,” and is sent automatically each time you access any Internet site. From a computer’s IP address, it is possible to determine the general geographic location of that computer but otherwise it is anonymous. We do not keep a record of the IP addresses from which users access our site except where you have specifically provided us with information about yourself, in which case we also record your IP address for security purposes.
17. Payment Terms
17.1. Unless otherwise agreed to in writing prior to commencement, our standard payments terms are as follows;
(a) 40% Deposit prior to commencement to secure project pricing and commence;
(b) 50% Parts supply and labour at practical completion or progress payments may be required if project duration is over a month;
(c) 10% Final payment at commissioning of system and prior to training;
(d) All Subject to credit approval by SLY HOLDINGS prior to commencement of works.
18. Payment Default
18.1. The Purchaser/Customer will be in default if the Purchaser/Customer breaches these Conditions.
(a) payment in full for the goods and/or services is not made by the due date.
(b) if the Purchaser/Customer is an individual and declares or commits an act of bankruptcy, enters into an arrangement or composition with its creditors or signs an authority under Part X of the Bankruptcy Act.
(c) if the Purchaser/Customer is a corporation and suffers the appointment of controller, administrator, receiver, or liquidator, has winding up proceedings initiated against it or ceases or threatens to cease carrying on business.
18.2. If the Purchaser/Customer is in default under clause 18.1, SLY HOLDINGS may:
(a) charge interest on all amounts the Purchaser/Customer owes to SLY HOLDINGS at the rate of 1% per month calculated daily for each day following the due date for payment until payment is made in full.
(b) claim for and recover from the Purchaser/Customer, all costs and expenses incurred by SLY HOLDINGS in seeking to collect debts, including without limitation, the costs of any collection agents and legal costs (on a solicitor and client basis);
(c) demand immediate payment for all goods and/or services supplied by SLY HOLDINGS, notwithstanding that the payment of those goods and/or services would not otherwise have been then due and payable.
(d) terminate or suspend delivery of any order for goods and/or services; and/or
(e) terminate any agreement and cease supplying the Purchaser/Customer with goods and/or services.