Terms and Conditions || Web Secure || Services

We, All Web Pty Ltd t/a Web Secure [ABN: 97129911673] will provide you, the Customer, with the Service in accordance with these terms and conditions.

The following important terms have particular meaning in this document:

“Agreement” means the Agreement for the provision of the Services between us, comprising these Terms and Conditions and Service Level Agreement, the Order of services and any attachments once accepted by us.

“Confidential Information” means information whether oral, written or in electronic form relating to the Service, the design or operation of our network and other technical information relating to the provision of the Services to you or details of our charges and the manner in which we arrange our Service.

“Services” means the services which are set out in the order of services as well as other services agreed between us from time to time.

“Termination” means termination of the Agreement under clause 9, and “Terminated” has a corresponding meaning.
“Work” means the work needing to be done necessary to enable the provision of the Service as further defined in the Order of Service.

2.1

Installation of Service: We will carry out the Work in the time frame in the Order of Service. You acknowledge that the quoted charge for carrying out this Work is based on the information that you have provided to us (also set out in Order of Service if applicable). If any of that information is inaccurate or anything unforeseen arises we have the right to charge youfor any additional cost or expense incurred by us.
You will provide us with all necessary access to your premises to carry out the Work. You will also provide access to any of your personnel that we need to speak with to assist in our carrying out of the Work and otherwise provide us with all necessary assistance at no charge.
We are not liable if any delay in us doing Work in the timeframe set out in the order of service is due to either your or another party’s actions or omissions or the information that you have provided to us being inaccurate.

2.2

Provision of Service to you: We will provide you with the services using our own facilities and services of those of other suppliers, or both, as we determine from time to time. Variation of Service: If in our reasonable opinion the Services need to be varied or added to in any way from time to time we will do so at our discretion without reference to you. In every other case, we will obtain your written consent before we vary or add to the Services.

3.1

Commencement of Agreement: The Agreement starts on the date the Order of Service is signed by both parties for the initial period of 12 months.

3.2

Commencement of Service: The provision of Service commences upon completion of the work and any other arrangements with an other supplier for the provision of the Services has been completed.

3.3

Annual Renewal: After the expiration of the initial period, this Agreement may otherwise (by agreement between us) be renewed annually on the anniversary of the Commencement of Service, otherwise the agreement will continue on 3 months by 3 month basis.

4.1

Service Levels: We undertake to use our reasonable endeavors to deliver good service levels. Response time and service restoration times only apply to those difficulties within our responsibility and control.

4.2

Exclusion of Liability: We are not responsible if the failure to achieve the service is a result of matters outside of our control including, but not limited to:

4.2.1

Equipment and cabling owned or leased by you or otherwise in your control affecting the provision of the Service.

4.2.2

Carriage of the services across networks not controlled by us.

4.2.3

Topographical and demographical characteristics of the Service.

4.2.4

Operational and environmental characteristics under which the Service is used.

4.2.5

Failure by you or any third party to maintain or maintain appropriately any equipment relevant to supply of the Services.

4.3

Reasonable endeavors: We undertake to use our reasonable endeavors to respond to a request by you in relation to the Services. Any such request must be made by fax or to the number nominated by us.

4.4

Cabling/equipment: We are not responsible for maintenance of your cabling or equipment.

4.5

Charging: We reserve the right to charge you if we respond to a request and we demonstrate that the failure to achieve the service was not due to a matter for which we are responsible and that would have been disclosed by reasonable investigation by you.

5.1

You remain completely liable for all information carried by means of the Services.

5.2

You are responsible to ensure that all information sent and received by means of the Service is correct and complete and we will not be responsible in the event of any error.

6.1

Without notice: We may from time to time vary the Agreement without notice.

6.1.1

By changing the other supplier, or the other supplier’s product or

6.1.2

By reducing your obligations under the Agreement (including all charges).

6.2

With notice: We may otherwise vary the Agreement by one month’s notice in writing to you.

7.1

Compliance: You will ensure that you comply at all times with all laws and obligations.

7.2

Content: You agree that you are liable for any payments, suits, claims or liabilities in connection with the content of any data sent by you across the Service and you fully indemnify us in relation to any such payments, claims, suits or liabilities.

8.1

Title: If we have provided any item of equipment to you other than by outright sale:- That equipment always remains our property. You will not enter into any agreement to the transfer, sale, mortgage, granting of any security interest or other dealing in connection with the equipment.

8.1.1

You warranty that, to the extent possible under the terms of your occupation of the premises where the equipment is installed, you will allow us to and, where applicable, will ensure that the landlord allows us to, remove the equipment upon expiry or termination of the Agreement.

8.1.2

You will not part with possession of the equipment except to us; and You will ensure that the equipment is not damaged and remains in good condition.

8.2

Changes to Equipment: We may at any time and from time to time change the equipment referred to in the order of service as we think fit.

8.3

Access: You will allow us access to the equipment during your normal business hours (or at such other times as we arrange with you) for amongst other reasons maintaining the equipment, and this right of access will not end until all equipment is returned to us, even if the Agreement has terminated in the meanwhile.

8.4

Interface: You will make certain that our equipment, and any other equipment, facilities and connections used in providing Services, are not altered, maintained, repaired or connected to or disconnected from any power source or line except by servicemen approved by us.

8.5

Electricity: You will make available an adequate power supply with surge protection for the operation of any equipment used in the provision of Services.

8.6

Returns: On the termination of this Agreement for any reason, you will immediately return all of our equipment, or make it available for collection.

8.7

Liability: You are liable to pay to us on demand any costs or expenses incurred in repairing or replacing equipment or other property of ours or third parties(for which we are liable) which is damaged or destroyed as a result of connection to your network.

9.1Termination: We may terminate this Agreement in whole, or in part in relation to any site, by giving 30 days written notice to you.
9.2Immediate Termination: We may terminate this Agreement immediately by notice if:
9.2.1You have breeched any material terms of this agreement and have failed to remedy that breach within 14 days, or
9.2.2A liquidator or receiver or receiver and manager or any other administrator of you business or assets is appointed or if you enter into any composition with your creditor.
9.3Liability: You remain liable for all charges payable under the Agreement in respect of Services up to the time of Termination.

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10.1

Performance: Subject to the agreed service as set out, because the performance of some services may be affected by your level of use, we do not warrant that Services will be free of blockages, delays or faults of any kind and we will not be responsible for any loss or damage to your business which may result.

10.2

Exclusion of warranties etc: Except as provided in clause 10.1, and subject to clause 10.3, all terms, conditions, warranties, undertakings, inducements and representations, whether express or implied, statutory or otherwise, relating to the provision by us of the Services are excluded, and we will not be under any other liability in respect of any loss or damage (including consequential loss or damage) however caused (whether by negligence or otherwise) which may be suffered or incurred or which may arise directly or indirectly in respect of the Services.

10.3

Statutory Remedy: Where any applicable legislation implies any term, condition or warranty into this agreement, or our relationship with you, or otherwise gives you a particular remedy against us, and that legislation or any other legislation renders void or prohibits provisions excluding or modifying the application of exercise of or liability under such implied term, condition, warranty or remedy, then that implied term, condition, warranty or remedy will be deemed to be included in the Agreement or, as the case may require, applied to the relationship between us. However, our liability for any breech of implied term, condition, or warranty or under such remedy, will be limited at our option in any one or more of the ways permitted in the legislation including, where so permitted:

10.3.1

If the breech relates to goods;

10.3.2

The replacement of the goods or the supply of equivalent goods;

10.3.3

The repair of such goods;

10.3.4

The payment of the cost of replacing the goods or acquiring goods;

10.3.5

The payment of the cost of having the goods repaired; and

10.3.6

If that breach relates to service:

10.3.7

Supply of those services again; or

10.3.8

The payment of the cost of having those services supplied again.

10.4

Exclusions of liability: We have no liability to you or to any other person for:

10.4.1

Acts or defaults of other suppliers.

10.4.2

Acts of God, Acts of Terrorism, War, or other acts of similar nature.

10.4.3

Faults or defects in services which are caused to any material extent by your own conduct or misuse, or

10.4.4

Faults or defects that arise in communication services not provided under this Agreement(even if they are connected with our consent to services which we have arranged under this Agreement) which are due to incompatibility with the Services.

10.4.5

Acts of God, Storm or Tempest, heat, birds, animals, Insects etc, and Interference from whatever source.

11.1

Proprietary right: We retain all intellectual property right in the Confidential Information.

11.2

Confidentiality: You will keep the Confidential information confidential, and will not allow any written or electronically recorded material to be copied.

12.1

We are not liable for:

12.1.1

Any delay in installing any Service,

12.1.2

Any delay in correcting any fault in any Service,

12.1.3

Failure or incorrect operation of any Service, or

12.1.4

Any other default in performance under this Agreement, if it is caused by any event reasonably beyond our control, including but not limited to war, accident, act of God, industrial action, embargo, delay or failure or default by an other supplier.

13.1

You will not assign charge or otherwise deal with your rights under this Agreement except with our prior written consent.

14.1

This Agreement is governed by the laws of Queensland.

14.2

Whole Understanding: This Agreement contains the whole understanding of the parties to the exclusion of any prior or collateral Agreement or understanding of any kind relating to the Services.

14.3

No Reliance: You acknowledge that you enter into this Agreement entirely as a result of your own enquiries and that you do not rely on any statement, representation or promise by us on our behalf not expressly set out in this Agreement.

14.4

Release: You accordingly release us and each of our offices, agents and advisers from all claims, suits and demands of every kind (including negligence) arising from the relationship of the parties concerned this Agreement before it was signed, and from the negotiations leading to it.

14.5

Waiver: The failure by either party to exercise any right or remedy under this Agreement in a timely manner does not constitute acceptance of the matter which gave rise to the right or remedy, nor that party’s waiver of such right or remedy.