Consulting Standard Terms and Conditions

SCL Limited - Standard Terms and Conditions - Consulting and Installation Services

In the absence of any alternate written agreement, these terms of engagement form a part of, and should be read in conjunction with, any proposal for network support, consulting or installation services provided by SCL Limited (hereinafter referred to as "SCL"). For Terms and Conditions related to Service Centre Repair Services (Equipment Repairs), see here.

	Last updated: 1 January 2010
1.0	Your Obligations to Us
1.1	SCL will render invoices for the supply of equipment and services as follows: a. Equipment and software will be invoiced in full upon receipt by SCL. b. 80% of completed labour will be invoiced via progress invoices rendered on a monthly basis. c. Balance of labour will be invoiced in full on completion of project.
1.2	Where credit terms have been agreed, invoices will be payable by you on the 20th of the month following date of invoice. Where credit terms have not been agreed, invoices will be due for payment within seven days of invoice date.
1.3	You and your employees will cooperate with our consultants during the course of this engagement. Any reasonable request for information or assistance will be acted on promptly. Should you become aware of any information that may have a material impact on this engagement, it should be notified to us immediately.
1.4	When requested, you agree to provide complete and accurate information regarding the physical layout of your network, including but not limited to the network operating system, application software, backups, and Internet connections. Where this information is found to be inaccurate or incomplete, we reserve the right to charge for any additional time incurred as a result, at our normal charge out rates.
1.5	You will keep confidential during this engagement and at all times thereafter any confidential information that may be made available to you during the course of the engagement. No such information shall be disclosed to any third party without SCL's prior written consent.
1.6	You are responsible for backing up your data prior to and after the installation of any software, hardware or modifications to your network or systems. While we will take all reasonable care, SCL is not responsible for any damages resulting from you neglecting to backup data or for not backing up data correctly or successfully. Any additional time incurred by SCL in backing up, restoring, or recovering data will be charged at our normal charge-out rates.
1.7	You agree not to solicit directly or indirectly any SCL employee or sub-contractor to perform services for you which are services that SCL could perform. Should such services be performed you agree that you shall be liable to pay damages to SCL of an amount calculated as the higher amount paid to the employee or sub-contractor for the services, or an estimate of the cost of such work if it had been performed by SCL at the time it was performed by the employee or sub-contractor.
2.0	Our Obligations to You
2.1	We will keep you informed at all times during the term of the engagement.
2.2	We will provide a 90-day warranty commencing the date of installation covering both faulty hardware and workmanship. Extended manufacturer's warranties may apply to some hardware. In situations where manufacturer's warranties do not cover the cost of labour, we reserve the right to invoice you for the labour involved in rectifying such faults at our normal charge-out rates.
2.3	The quoted price for non-labour components (hardware and software) is subject to price variations over which we have no control. Due to fluctuations in overseas currency rates any quote from us for supply of components is subject to confirmation at the time your order is placed.
2.4	SCL and any of our sub-contractors will keep confidential any information that we obtain during the course of the engagement that relates to your business or business practices.
3.0	Limitation of Our Liability
3.1	If we have provided you with an estimate, we will make every effort to ensure that the engagement estimated on is completed within the estimate provided. However, should we foresee any significant variation in the expected time or cost required to complete the engagement we will cease further work on the engagement, and immediately discuss with you the likely impact on th final cost, and your options for proceeding.
3.2	SCL accepts no responsibility for any existing software or hardware already in use at your installation. SCL bases our time estimate on the reasonable assumption that any existing hardware (including, but not limited to computers, printers, monitors, network devices, mains power supply, phone lines and network cabling etc) and software (including, but not limited to applications, operating systems and software drivers etc) are in good and working order. Any additional time required to repair, modify or replace any existing hardware or software will be charged in addition at standard charge-out rates.
3.3	When additional requirements are requested by you that are in addition to the original terms or scope of the engagement, we will inform you of this, and seek your approval to proceed before incurring additional cost which will be charged at our standard hourly charge-out rates. This includes, but is not limited to, installation and commissioning requested by you when not included in the original proposal.
3.4	We, our employees, agents and sub-contractors are not liable under any circumstances whatsoever to compensate you for any loss, injury or damage arising directly or indirectly from any act, omission, error, default or delay by us in the performance of the assignment, except in the case where we are proven negligent. Our liability for negligence is limited to the vaule of the services provided pursuant to these terms of engagement and in all circumstances shall never exceed $2,000,000 (inc GST) for any one event or inter-connected series of events. You accept that SCL shall not be liable for any consequential losses incurred by you even if as a result of our negligence, error or ommission. In the case of damage to data, our liability is limited to the cost of replacement media only.
3.5	Due to the unpredictable nature of Internet data volumes and operation, SCL is not liable for any over-use or other charges incurred by you if your connection to the Internet is charged by an Internet Service Provider on a time-connected or data-volume basis. SCL is not liable for any direct, indirect, special, incidental or consequential damages resulting from any content that the customer downloads in any form, or that is downloaded or uploaded through any computer system supplied by SCL.
3.6	SCL is not liable in damages for any delay or default in performance if such delay or default is caused by events beyond SCL's resonable control including, but not limited to Acts of God, Government restrictions (including the denial or cancellation of any export or other necessary license), wars, terrorism and insurrections.
4.0	Termination
4.1	Unless agreed otherwise, you may terminate at any time with reasonable prior notice, any services provided by us on an hourly basis. You will be charged for services provided up to the time of termination. Under any other circumstances termination shall be subject to written agreement between you and us. In the event of termination, we shall be entitled to be paid for work already undertaken. We will ensure an orderly engagement de-commissioning and handover (although we reserve the right to recover any reasonable costs we incur as a result of such de-commissioning or handover).
5.0	General
5.1	Unless explicitly stated, all figures quoted are exclusive of NZ Goods and Services Tax.
5.2	Unless otherwise specified, any estimate or quote provided by us is for the hourly rate equivalent of our services only, and may not include the cost of disbursements (communications, mileage, accommodation etc). Where disbursements are incurred during the course of a project, SCL will on-charge these to you at cost price.
5.3	We will perform the Assignment as an independent consutlant, and shall not be, or hold ourselves out to be, your employee, agent or partner.
5.4	This agreement shall be deemed to be accepted, it we are instructed orally or in writing to proceed by you or your representative.
5.5	SCL reserves the right to make reference to you and project(s) we complete for you as our client and previous work history in our promotional materials, unless otherwise agreed with you.
5.6	New Zealand law shall govern these terms and conditions, and any attached proposal for goods and services to be provided. Any dispute arising from this agreement shall be heard in a New Zealand court, or by other New Zealand arbitrator in accordance with the Arbitration Act 1996 or any of its successors.
5.7	We will not accept responsibility for any communication sent by you to in relation to this agreement, where we did not receive it due to failure in the delivery mechanism.
5.8	These terms and conditions, plus any attached proposal, form the entire agreement between you and us and can only be varied by mutual agreement.
5.9	It is accepted that any products and/or services supplied by SCL are acknowledged as being for business purposes only and you acknowledge that they are not for private use and therefore are not covered by the NZ Consumer Guarantees Act 1993 or any of its successors.
5.10	Any proposal submitted by us is submitted on an E&OE (errors and ommissions excepted) basis.
5.11	SCL reserves the right to amend our schedule of standard rates from time to time.