Terms and Conditions of Quotations Between Interactivity & Client
- General
a. “The Client” is the recipient of any information as provided by Interactivity.
b. If a purchase order that relates to any quotation is supplied to Interactivity by the Client 30 days beyond the quotation date, Interactivity reserves the right to amend the delivery date and the amount quoted.
c. Any correspondence between the parties shall be subject to Interactivity’s Copyright & Ownership Agreement which can be found on Interactivity’s website or supplied at the request of the Client. It is up to the Client to seek a copy of these terms and conditions where relevant.
d. Any designs or ideas that Interactivity provides as part of the correspondence between the parties belongs to Interactivity and cannot be used or distributed to other parties by the Client without Interactivity’s written permission. If the Client believes a particular idea belongs to them or another agent, the Client has 7 days from the date the information was provided to notify Interactivity of their claim to the idea.
e. Any designs or combination of hardware that Interactivity has suggested to the client are not allowed to be replicated by the client or supplied to any third party
f. If the Client chooses to supply any components of the solution themselves, Interactivity cannot be held responsible for the outcome or the support of that solution unless agreed otherwise in writing between Interactivity and the Client.
g. The Client cannot withhold any payment to Interactivity if the Client provides any part of a solution including electrical work or installation where the part of the solution supplied by the Client prevents Interactivity from performing its obligations under this agreement.
h. No liability will be accepted by Interactivity for any loss, delay, damage, directly or indirectly caused by labour disputes, accidents, fire, acts of God, third parties (such as airlines or couriers) or any other circumstances in whole or part that are beyond the direct control of Interactivity.
i. Any written approval by the Client to commence works on any Software, or to order hardware, or to change hardware, the Client agrees to provide a purchase order dated the day of the approval and the payment terms as listed below shall be enforceable.
j. Please note that if GST is not mentioned in any quoted amounts then it is assumed the amounts are exclusive of GST
k. If the quotation is for a quantity of goods and the purchase order received by Interactivity is less than quotation, Interactivity reserve the right to requote unit price.
l. It is the client’s responsibility to provide for any council or building permits, floor scans or engineering certificates and details if required.
m. Cost assumes clear path to install location with no further structural works required
n. The above quotation is based on exact locations and set outs supplied to Interactivity prior to works commencing
o. The above quotation makes no allowance for hardware DDA compliance, DDA compliance is formed as part of software if software is provided
p. It is the client’s responsibility to install all Data & GPO’s in the locations, unless otherwise specified
q. It is the client’s responsibility to provide a network (internet) connection for Interactivity to provide support to the solutions. - Payment Terms
a. Payment Terms are strictly 50% deposit on placement of order (which will be paid by client after it receives a valid tax invoice for that amount) with the balance due 7 days after receiving a valid tax invoice for the balance.
b. Subject to the terms of this point 2(i), if the installation dates are brought forward, then payment is due 7 days after installation is complete. If installation is pushed back from the original proposed date for any reason, final payment is still due 7 days after the first proposed installation date.
c. Interactivity, after the receipt of a valid purchase order from the Client, may elect to commence works, at which point the client must adhere to the above payment terms.
d. Any variation to the order prior to or during the delivery process will fall under the original payment terms.
e. Any legal costs or other costs incurred in association with recovering any overdue amounts will be invoiced to the Client plus interest charges of 3% per month
f. Any goods will remain the property of Interactivity until payment is received in full.
g. Any ideas, copyright or IP, including Software, will remain the property of Interactivity Pty Ltd unless it is clearly specified in a formal agreement
h. The Client agrees to give Interactivity access to the location of any goods supplied in the event of non-payment to recover the goods supplied. The second-hand value of the goods, once sold, will be subtracted from the amount outstanding. This may also include a charge for time and materials required to make such sale possible. - Extras / Variations to Contract
a. Any approved additional works requested by the Client that do not have a formal quotation or purchase order will be charged at standard rates and payable by the Client.
b. If the client requests variations to the original supply agreement, Interactivity cannot be held responsible for the solution/s being delivered on time.
c. Any additional expenses Interactivity incur as a result of delays that are caused by the Client, or by the Clients agents or subcontractors shall be charged at Interactivity’s standard hourly rates. This includes any additional travel expenses that are incurred as a result - Warranties
a. Warranties as highlighted below are passed on from the manufacturer and are deemed as “back to base” warranties
b. It is the responsibility of the Client to report defects or warranty claims within period.
c. Workmanship – Interactivity shall guarantee its workmanship for a period of 365 days from the date of install, notwithstanding Acts of God, or any other outside influences such as other trades that cause or could potentially cause the workmanship to be questioned.
d. Screens – Interactivity passes on manufactures warranty terms
e. Computers – Interactivity’s warranty terms for computers is 3 years
f. Software – Interactivity warrants any Software that is supplied to the Client on a Software rental basis whilst payment terms are being adhered to. If the Client purchases any Software products outright, there is no warranty on the Software once it has been accepted as working to specification, subject to a 90-day warranty period.
g. Foils – Interactivity passes on manufactures warranty terms for Foils as listed as 1 year from date of purchase. If the Client decides to take responsibility of installation of the foil, Interactivity will not be held responsible for any problems that arise once the foil has left Interactivity’s main business address. It will be up to the manufacturer’s discretion if the foil as installed by the Client is to be covered by their warranty. Interactivity always suggests for an Interactivity representative to do installation of foils.
h. Projectors & Lamps – Interactivity passes on manufactures warranty terms for screens.
i. Colour Matching – Every attempt is made to ensure that all colour matching is made on a multiple screen / projection solution. However not every projector / screen is made the same so Interactivity cannot be held liable if colour matching is not accurate. - Cancellation of Contract
a. Cancellation of the contract can only be made with Interactivity’s written consent once a valid purchase order has been received. Interactivity will provide the Client with an invoice that is payable within 30 days of receipt that will be the payable figure in line with this contract.
b. Interactivity reserve the right to enforce the entire purchase order amount and any subsequent variations if Interactivity have done more than 50% of the required works to deliver the products and services contained within the purchase order. - External Suppliers
a. Client agrees not to contact any of the relevant supplier/s directly without Interactivity’s express written permission. - Publicity Permission
a. With Client’s prior approval, Interactivity is permitted to take and use any video or photos of the external and internal final project and use them for promotional activities. This includes any content the Client produces. - Default Clause
a. In the event of any default of the contract, the goods shall remain the property of Interactivity Pty Ltd notwithstanding that the goods have been delivered to and actually received by the Client, and notwithstanding that the possession of the goods may have passed to a third party. Interactivity reserves the right to recover goods in the case of full payment not being received and in relation to undisputed invoices and reasonable costs being incurred to recover monies owed. - Additional Services
a. The above quotation is for the supply of any combination of hardware, software and installation. Any support of goods and/or services supplied in this quotation will be on a separate agreement, unless stated above.
b. Unless stated in the original quotation, support of the products beyond the install date is chargeable at Interactivity’s standard hourly rate.
c. Interactivity cannot be held responsible for any third party delivery agents.
Service Level Agreement for Supply of Telephone and External Remote Control Based Support between Interactivity and Client
- Objectives of Service Level Agreement
a. To create an environment which is conducive to co-operative relationship between parties
b. To document the responsibilities of all parties taking part in the Agreement - Support Fee.
a. Interactivity shall provide the client with a quotation for phone based support. This may be incorporated into an annual fee for other services. Support for any product shall not be provided whilst the support fee is out of payment terms unless otherwise agreed by Interactivity.
b. If the requirement is for site based support services, this is usually calculated at $120.00 ex GST per hour per representative ex Melbourne during normal business hours (Monday – Friday 8am to 6pm) and $180.00ex GST per representative ex Melbourne outside of normal business hours and all Victorian and Federal Based Public Holidays. If Interactivity have support agents that are closer to the installation than Clayton, Melbourne, then travel expenses, if any, shall be calculated at normal commercial rates. - Period of Agreement
a. This agreement will commence on the date of installation and for the duration of the period in which the Client has paid the yearly support fee for the Service of Telephone / External Remote Control Support arrangement and maintenance fee. - Client’s Responsibilities
a. The Client is responsible for ensuring a ‘live’ internet connection at all times during the support process. If the requirement is for Interactivity to attend site due to the Client’s internet not being ‘live’, then Client is liable for all onsite support charges. - Interactivity’s Responsibilities
a. To provide telephone / remote based support service for the registration, referral and resolution of all hardware and Software related faults and queries (supported products only) encountered by end users. This includes the following specific responsibilities;
b. Provision of Help Desk or similar facility
c. Timely referral of faults reported by your company - Hours of Operation
a. The Interactivity Help / Support Service will operate daily from 8.00am to 6.00pm Monday to Friday AEST except on Public Holidays. - Response Times
a. Interactivity will respond with telephone and / or remote control based support within 1 business day of any hardware or Software related fault.
b. If any hardware onsite support required, Interactivity will respond within 48 hours for Capital Cities and within 72 hours for Rural or Remote Hubs.
c. For any hardware that is required to be sent to the manufacturer due to warranty issues, Interactivity will use best endeavours to ensure that hardware is returned in a timely fashion. Interactivity cannot be held responsible for any delays, time taken or additional costs for warranty of hardware. Additional costs will be passed on at cost to the Client.
d. If there is a requirement for a new PC and the PC is not under warranty, a replacement PC and time needed to set up the transfer data form your existing PC will be reasonably quoted to the Client prior to any works taking place.
Copyright & Ownership Agreement for Supply of Interactive Hardware, Software or Support Services Between Interactivity & Client
- The Solution
a. The solution is defined as any hardware, Software, “know how”, IP and physical installation processes, or combination of any or all of these elements, as provided by Interactivity to perform a required function for Licensee (the Client).
b. If Interactivity is only providing hardware and the Client is providing their own Software, any reference to Software below is not subject to this agreement. - Title & Ownership of hardware
a. Interactivity retains title to and all rights in any and all Hardware items until such time as any evaluation period expires and Licensee pays all outstanding amounts with respect to those solution items, as stated on any relevant invoice.
b. Unless and until Licensee has paid the quoted Solution Fee, Licensee agrees to keep the Solution free and clear of all claims, liens, and encumbrances except those of Interactivity, and any act by Licensee, either voluntary or involuntary, purporting to create a claim, lien or encumbrance on the hardware shall be void.
c. Once Licensee has paid any invoices as provided by Interactivity, in relation to the solution, in full, title to the Hardware shall pass to Licensee. Risk of loss passes to Licensee upon delivery of the hardware items to Licensee. - Software, IP, Ownership and Changes to “The Solution”.
a. Upon final payment, Licensee owns only the Hardware (or Media / Logos as provided by the Client, if applicable) on which the Software is installed. Licensee does not own any rights to the Software itself or any rights in the Software other than a royalty free license to use the Software for the originally intended purpose on the originally intended hardware in its original compiled format.
b. Any changes to “The Solution” must be performed by Interactivity unless written permission is given by Interactivity. Licensee acknowledges that the Hardware, Software and the Documentation including all “know how”, concepts, logic and specifications are owned by and the property of Interactivity and its licensors and are protected by copyright and other Intellectual Property laws in Australia
c. No license, right or interest in Interactivity’s logos, or trademarks is granted to Licensee under this License Agreement and Licensee hereby agrees not to remove any product identification or notices of proprietary restrictions. Further, Licensee hereby acknowledges and agrees that the right, title and interest in the Software, as well as the underlying IP, as provided for in this License Agreement, is retained by Interactivity.
d. Unless an agreement is in place to the contrary, Interactivity shall retain any and all Intellectual Property rights in the Hardware configurations, Software and concepts used by Licensee that form “the solution”.
e. Any contributions to “the solution” by Licensee and/or other third parties during the process of building “the solution” is assumed to be the property of Interactivity unless Licensee or relevant third party has laid claim to the IP in question.
f. Interactivity shall supply a compiled version of any relevant Software which, upon final payment, Licensee has a right to use those compiled versions of Software on the prescribed hardware and, where relevant, supplied hardware, only. Any attempt to change the hardware voids Interactivities responsibilities under this agreement.
g. Licensee also agrees to not replicate any of Interactivity’s Software, hardware configurations or IP in any way, shape or form without Interactivity’s written permission. This includes all concepts, “know how”, designs, Software functionality and ideas that make up “the solution”. For any transfer of ownership to occur, the Software, hardware and/or IP in question must be implicitly listed in any written agreement.
h. Licensee also agrees to not allow any third parties, including Licensee themselves, to tamper with, change or do anything other than use “the solution” provided in its original form without written permission from Interactivity. Doing so would be considered a breach of the IP and/or copyright, whichever is relevant, as owned by Interactivity. - Costs associated with enforcing Interactivity’s rights.
a. If Interactivity reasonably believes Licensee may have breached this agreement, Licensee agrees to give Interactivity permission to inspect the solution within 24 hours of any request by Interactivity to determine if a breach has occurred.
b. licensee is responsible for paying any legal fees that are incurred by Interactivity if a breach of this agreement by Licensee has occurred. - Future Agreements.
a. Any future agreements between the parties do not supersede this agreement unless specific clauses in this agreement are referenced as being superseded or the future agreement contains clauses that indicate it supersedes this agreement in total.
