Terms of Business

Computerheads Terms of Business – Managed Services 01.11.2011 Version

1 Definitions

“Terms” means these Terms of Business and any amendments we may make from time to time
as noted on our website
“Products” means any products which we supply to you.
“Services” means any services which we supply to you including the Managed Services.
“Managed Services” means the monitoring, maintenance and other services to be provided by us
to you as described in your Managed Services Agreement.
“Managed Services Agreement” means the Agreement you signed to engage us to provide the
Managed Services to you which expressly includes these Terms.
“You” means the Client shown in the Managed Services Agreement
“Us” ”we” and similar expressions means Computerheads, a division of Webheads People
Solutions Pty Ltd ABN 89 091 715 650.

2 Contract Details

2.1 The contract between you and us is the Managed Services Agreement which comprises the
Agreement signed by you to begin the Managed Services which expressly includes these Terms.
2.2 These Terms can only be changed either by a written agreement signed by both you and us
or by us noting an amendment to these Terms on our website and giving you at least 30 days
notice of that amendment.
2.3 If any of your details as set out in the Agreement signed by you change please let us know,
as soon as possible.
2.4 Victorian law governs the contract between you and us and these Terms. We each submit to
the jurisdiction of Victorian Courts.

3 The Managed Services

3.1 The Managed Services Agreement is for the ongoing supply of your Managed Services which
includes monitoring, maintenance and other services as specified in the Managed Services
Agreement.

4 Payment

4.1 You must pay the Fees specified in the Managed Services Agreement in the manner
specified. You must pay the monthly Fee in the prior month or else we will be entitled to suspend
your Managed Services until payment is received.
4.2 All payments must be made either by credit card (Visa or Mastercard) or direct debit and all
regular payments under $500 per month must be paid by credit card (Visa or Mastercard).
4.3 You must not stop or cancel a payment without our consent.
4.4 The Fees do not include any Products or Services which are additional to the Managed
Services. We will invoice you separately for any Products and Services in accordance with our
applicable Fee list or as quoted to you.
4.5 You agree that all invoices for hardware must be paid in full within 7 days after receipt of the
hardware.
Computerheads a division of Webheads People Solutions
89091715650
4.6 You agree that if you intend to query an invoice then you must do so within 30 days after the
date of that invoice. You agree that thereafter you cannot raise any query concerning the invoice
and that the full amount stated is due and payable.
4.7 You agree that all of our invoices are issued on the basis that errors and omissions are
excepted which means that we reserve the right to reissue an amended invoice to correct any
errors or omissions which we may make in our original invoice.

5 If you default

5.1 If you default in your payment of any amount or become insolvent then we may:

1. Charge you interest at the default rate pursuant to the Penalty Interest Rates Act 1983 plus 5%
   for the period from the due date for payment until payment.
2. Charge you all our reasonable expenses and costs (including legal costs and internal
   administration costs) resulting from your default and in taking whatever action we deem
   appropriate to recover.
3. Suspend or cancel your Managed Services without affecting our rights against you.

6 Products

6.1 Until you pay us in full for any Products we supply to you:-

1. Property in those Products remains with us and does not pass to you.
2. You must hold the Products as our agent.
3. You must separate the Products from other products
4. We may enter any location where we suspect the Products are kept to remove them even if
   they have been attached to other property and you indemnify us from all costs and claims by any
   person due to us exercising this entitlement.

6.2 Risk in Products and all responsibility for theft, damage or otherwise passes to you
immediately upon delivery of the Products from the manufacturer of supplier either directly to you
or to us on your behalf.

7 Our Promise to You

7.1 All Products and Services supplied will be free from defects in materials and workmanship for
a period of 30 days from the date of delivery. This does not apply where:-

1. The Products were used or the Services applied for an unintended purpose
2. Products have been repaired modified or altered
3. The defect has arisen due to misuse, neglect or accident
4. The defect has arisen due to normal wear and tear
5. The Products have not been stored or maintained as recommended by us or the manufacturer
   or supplier
6. You are in default under the Managed Services Agreement or these Terms
7. You have altered the hardware or software configuration of your operating environment,
   computer or server after completion of the Services or installation of the Products.

7.2 You acknowledge that the Managed Services cannot prevent all computer or technology
based problems with your operating environment, computer or server. The Managed Services
manage your risk but cannot make your technology system completely risk free. In particular you
acknowledge that many problems are caused by third party software that is not our responsibility.
While we will endeavour to assist you in the resolution of such problems and source a solution
where possible as part of our service to you, additional charges may be applicable.

8 Liability

8.1 Except as set out in these Terms any term, condition or warranty with respect to the quality,
fitness for purpose, condition, description, assembly, manufacture, design or performance of the
Products or Services, whether implied by statute, common law, trade usage, custom or otherwise
is hereby expressly excluded.
8.2 Replacement or repair of the Products or resupply of the Services is the limit of our liability.
We are not liable for any program or data loss or damage caused directly or indirectly by the
provision of Products or Services.
8.3 Nothing in these Terms is to be interpreted as excluding, restricting or modifying or having the
effect of excluding restricting or modifying the application of any State or Federal legislation
applicable to the sale of goods or supply of services which cannot be excluded, restricted or
modified.

9 Your agreements

9.1 You agree to release and indemnify us from all costs and claims arising directly or indirectly
as a result of us installing software at your request.
9.2 You agree not to offer employment to or to otherwise offer to engage any of our staff or
consultants while they are with us and during the 6 months after they may cease to be with us.
This agreement continues during the term of the Managed Services Agreement and for 12
months thereafter. You agree that if you breach this provision then an amount equal to 25% of
that staff member’s or consultant’s total annual remuneration or fees as most recently paid by us
(as to which a certificate signed by us shall be conclusive evidence) is immediately due and
payable by you to us as reasonable compensation.

10 Term

10.1 The Term is specified in the Managed Services Agreement.
10.2 If you wish to cancel the Managed Services during the Term you must pay us the remaining
payments and upon receipt we will cancel the Managed Services Agreement.
10.3 In the last month of the Term you must give us written notice if you wish to cancel the
Managed Services. If we don’t receive a cancellation notice from you then as from the end of the
Term the Managed Services Agreement is automatically extended for a further term of the same
length as the Term. This provision also applies in the same manner to all subsequent extensions
of the Term.
10.4 We can cancel the Managed Services Agreement at any time by giving you written notice
and we must then immediately refund to you any amounts paid in advance which relate to a
period after cancellation.

11 General

11.1 You agree to perform any further acts matters or things and to sign and deliver any further
deeds, agreements or other documents that may be reasonably necessary or of assistance to us
to carry out the provisions of the Managed Services Agreement.
11.2 Both you and we must each pay our own legal fees and other costs of the preparation and
signing of the Managed Services Agreement.
11.3 If any provision of the Managed Services Agreement is held by a Court of competent
jurisdiction to be invalid, unenforceable or void then the remainder of the Managed Services
Agreement shall remain in full force and effect.
11.4 At any time we may assign or otherwise deal with our rights or interest in the Managed
Services Agreement and with our written approval at any time after reasonable notice to us you
may also assign or otherwise deal with your rights or interest in the Managed Services
Agreement.
11.5 The Managed Services Agreement contains the entire understanding and agreement
between you and us with respect to its subject matter and supersedes any prior or other written or
oral agreements, representations, warranties or understandings between you and us respecting
that subject matter.
11.6 The Managed Services Agreement shall be construed in accordance with and is governed
by the laws of the State of Victoria, Australia and any actions arising thereunder or in relation to
the Managed Services Agreement must be conducted in the Courts of that State and all relevant
Courts of appeal and the both you and us submit to the jurisdiction of those Courts.