Standard Terms and Conditions
Current as of February 2017
These Standard Terms and Conditions govern transactions by which the Customer purchases products and/or services from Clarita Solutions, ABN 75 138 051 626 (“Clarita”).
Expiry. Proposals are valid for fourteen (14) days unless stated otherwise or extended in writing.
Acceptance. The Customer accepts these Terms and Conditions, on behalf of its Enterprise, when accepting a proposal that incorporates these Terms and Conditions by reference by i) signing them (by hand or electronically), ii) using the Product or Service, or allowing others to do so, or iii) making any payment for the Product or Service.
Payment. Amounts are due and payable within 14 days of receipt of invoice. Direct deposit is the preferred payment method.
Cancellation. Clarita is not obliged to accept the cancellation of any order. If, at our discretion, a cancellation is accepted, Clarita reserves the right to invoice for demonstrable time and out of pocket expenses, and an administration fee of an amount equal to 10% of the full original price for third-party products. Once goods have been delivered, no refund or exchange is available except as required by law.
Resources. Where Clarita has committed resources in a proposal, this is an equivalent resource and should not be construed as a commitment to have this resource idle and available for the Customer’s exclusive use.
Exclusions. All proposals are exclusive of sundry expenses (such as travel, accommodation, communications), which will be kept to a minimum and recovered from the Customer at cost.
Maintenance. Ongoing maintenance costs may be subject to future increases.
Hours of Service. Day rates are calculated on the basis of an eight-hour working day. Clarita reserves the right to charge additional fees on a pro-rata basis when services delivered exceed eight hours in a single day. A premium fee may be charged for services required between 6pm – 6am, weekends or public holidays.
Travel Time. Should the work require staff to visit your site, travel time may be included in the overall billable time for the job. Within the metropolitan area, this will only be charged for ad-hoc, work on demand type jobs. For sites outside the Brisbane metropolitan area, travel time will be charged at the job’s set hourly rate. For interstate travel outside Queensland, a minimum 8-hour day will be charged, with travel to and from the airport charged at half the job’s set hourly rate.
The contents of Clarita’s proposals are confidential and are to be used solely for the purpose of evaluating the proposal. No part of the document may be disclosed, reproduced or transmitted in any form or by any means whatsoever, other than for the purpose of evaluating the proposal, without the express written permission of Clarita.
Clarita provides no warranty on services delivered under time and materials or Support engagements.
Clarita makes no warranty on the performance of third party hardware and software. We will use all reasonable endeavours to assist you obtain the benefit of any guarantee or warranty offered by the vendor of supplied goods.
Clarita provides a thirty (30) day warranty on fixed price application development engagements. The Warranty period begins at the conclusion of Customer acceptance testing. During the warranty period, Clarita will take timely action to fix, or provide a workaround to, situations where the solution is not performing in accordance with the specifications and the solution was tested during Customer acceptance testing. Any problems identified as being outside the scope of the baseline specification or problems occurring on untested functionality will be the subject of a Change Request, and chargeable to the Customer at Clarita’s then current time and materials rates. Clarita will not be responsible for errors caused by the Customer’s use of the product in a manner for which it was not intended, for errors in the Customer’s data, for errors occurring in functionality that was not tested in Customer acceptance tests or for use in an environment that is not recommended or supported.
Clarita’s methodologies and all work products, proposals (including prices, configurations and total solutions described), offer letters, supporting tools and techniques remain the intellectual property of Clarita and may not be disclosed to any person or party other than the Customer. Clarita will not acquire any ownership rights over any information provided by the Customer, their representatives or advisers, although the Customer consents to Clarita inserting corporate logos and other similar intellectual property on project deliverables where appropriate unless notified otherwise.
Clarita hereby grants the Customer a non-exclusive, perpetual, fully paid-up right to use, reproduce and modify any computer programs, code or materials (“Developments”) provided in the course of performing the consulting services under this agreement strictly for Customer’s internal business use and not for resale and/or distribution outside of Customer. Any and all Developments shall remain the sole property of Clarita. Any and all publications by the Customer of any Developments must contain the applicable Clarita copyright notice.
Limitation of Liability
Clarita’s liability to the Customer with respect to any services, products and materials described in the proposal shall be limited to the amount actually paid by the Customer to Clarita for the delivery of those services, products and materials. In no event shall either party be liable to the other party for any incidental, consequential, indirect, or punitive damages (including but not limited to lost profits), regardless of whether such liability is based on breach of contract, tort, strict liability, breach of warranties, failure of essential purpose or otherwise and even if advised of the possibility of such damages.
Third – Party Products/Services
For quotes incorporating third-party products, the following conditions apply:
Advance Payment. Clarita reserves the right to request advance payment in full as confirmation of order. Total amount owing is to be paid on placement of order and a remittance advice emailed to firstname.lastname@example.org.
Licence Terms and Variations. This proposal is based on information received from third-party vendors as to the licensing model, terms and conditions of use and licence fees, and is subject to confirmation by them at the time of order. If this information, including the licence fee, changes at any time resulting in the contents of this proposal being incorrect, Clarita reserves the right to change the license fees to comply with the fees charged by the supplier. Vendor specific terms and conditions of sale and/or Software Licence Agreements will apply.
Price Variations. Clarita may increase the price for any item in order to cover any increase in our external costs for that item arising after the date that we accepted your order. Changes in external costs may include but are not limited to: our cost of obtaining supply; freight; insurance; taxes; storage, packaging or preparation; or exchange rate variations. If an incorrect charge has been made for goods or services supplied, you must advise us in writing within 7 days of receipt of an invoice.
Freight. The freight costs are based on standard road delivery in Australia only. Air-freight or any other form of special delivery will incur additional cost.
No Representation. Clarita sells goods sourced from vendors and sell to you based on description. You decide what purpose to use those goods for. All information relating to product features, performance & benefits is provided in good faith and does not represent an endorsement by Clarita.