UBER-TECH Pty Limited (ACN 095 717 089)
Engagement of IT Services
By engaging with any IT services provided by Ubertech, the Client agrees to the following terms:
Terms
This agreement includes the Summary and any other schedules to this agreement. To the extent there is any irreconcilable inconsistency between the body of this agreement and the Summary or a schedule, the terms of the Summary or schedule prevail.
this agreement:
- as a document, embodies all the express terms of the agreement; and
- supersedes or excludes all other agreements, arrangements, quotes, proposals, understandings and representations, written or oral, in relation to Client’s engagement of Ubertech to supply the Services.
Acceptance of Terms
By requesting, accessing, or using any services provided by Ubertech, the Client acknowledges and agrees to be bound by these Terms and Conditions, regardless of whether a formal agreement or Statement of Work has been executed.
Formation
The communication of a copy of this agreement to Client, whether by email, internet link or otherwise, is the making of a contractual offer by Ubertech to Client. Client may accept the offer in any of the following ways:
- by internet link – using an online acceptance mechanism (eg tick box ‘I accept’);
- otherwise – signing this agreement;
- otherwise – paying any Fees; or
- otherwise – instructing Ubertech to commence supplying Services and Ubertech accepts that instruction in writing.
By accepting Ubertech’s offer, Client enters into an agreement with Ubertech on the terms recorded in this agreement.
Fees and Payment
All services are billed as per the agreed pricing model. Invoices are payable within 14 days of issue. Late payments may result in service suspension or additional fees.
Services
The Services are the services specified in each SOW, as varied from to time in writing or via an online variation mechanism provided by Ubertech.
Monitoring
The Supplier will monitor and provide scheduled Maintenance for the Customer’s IT System. The Customer expressly authorises the Supplier to install remote management agents to affect this.
The Customer understands that monitoring does not guarantee to prevent the occurrence of failures within the Customers IT System.
Supply of hardware and software
The Customer may be charged for provision of cables and/or replacement of minor Hardware items required to restore operation of the IT System a Hardware failure.
Otherwise, if the Supplier agrees to supply the Customer with Hardware or software then it will be subject to the acceptance of a separate quote.
The Customer must ensure that any Hardware which is part of the IT System uses licensed software.
The Supplier, at its absolute discretion, may refuse to work on Hardware not using licensed software.
Licenses and Third-Party Products
Services or Deliverables offered by the Supplier under this Agreement may be offered under licence from third parties, except as expressly stated otherwise in this Agreement (including any relevant Purchase Orders):
You accept the Microsoft Australia Cloud Agreement, for the provision of Microsoft Cloud Services (including Office 365 and Azure, as applicable)
Scope of Services
The services provided may include, but are not limited to:
• Service Hours including IT consulting, system integration, cloud services, cybersecurity, technical support, digital development and related professional services and/or
• procurement of technologies, software applications, Software-as-a-Service subscriptions and devices via outright purchase, lease or licence agreements as agreed with the Client.
The exact scope may be outlined in a separate agreement, proposal, quotation or communication.
Client Responsibilities
The Client agrees to:
Provide timely access to systems, personnel, and information necessary for service delivery.
Ensure that any third-party software or systems involved are properly licensed and accessible.
Maintain appropriate data backups unless otherwise agreed in writing.
Service Availability and Limitations
While Ubertech strives for high availability and performance, it does not guarantee uninterrupted service and is not liable for downtime caused by third-party providers, force majeure, or scheduled maintenance.
Confidentiality and Data Security
Both parties agree to maintain the confidentiality of proprietary information. Ubertech will implement reasonable security measures to protect client data but is not liable for breaches beyond its control.
Intellectual Property rights
Unless otherwise agreed between the parties, the Supplier will retain all Intellectual Property Rights in and to the Deliverables, including copyright, trademarks, designs and known how, and does not assign any Intellectual Property Rights to the Customer, and the Customer must not represent that it owns those rights.
Upon receipt of payment by Supplier, Supplier grants to the Customer a personal, nonexclusive, non-transferable licence to use the Intellectual Property Rights in the Deliverables for its internal business purposes
The Customer may not grant any third party the right to use the Intellectual Property Rights in the Deliverables without the prior written consent of the Supplier.
Limitation of Liability
Ubertech is not liable for indirect, incidental, or consequential damages, including data loss or business interruption, except where required by law.
Indemnity
The Client agrees to indemnify and hold harmless Ubertech from any claims, damages, or losses arising from the Client’s misuse of the services or breach of these terms.
Insurance
Ubertech must maintain appropriate levels of professional indemnity, public and product liability and workers’ compensation insurances, and provide reasonable evidence of its insurances at Client’s request.
Termination for convenience
Either party may terminate an SOW effective from the end of the current term (whether the Initial Term or a Renewing Term) by giving the other party no less than the following notice in writing:
- if the current term is 12 months – 30 days;
- if the current term is 2 years or more – 90 days;
- if the current term is 3 years or more – 180 days;
Cancellation of Long-Term Service Engagements
Unless specified in a current, signed Statement of Work, either party may terminate an ongoing, long-term service engagement by providing 90 days’ written notice.
During the notice period the parties agree:
• The Services will continue unless otherwise agreed.
• The Client remains responsible for all fees incurred up to the termination date.
• Any prepaid amounts for Services Hours beyond the notice period will be refunded, unless otherwise agreed.
• The Client remains responsible for all procurement costs, including amounts remaining on leases, licenses or subscriptions beyond the notice period until the cost of the procured items incur no further cost to Ubertech. All effort will be made to minimise cancellation periods however it should be noted that early termination of some technology services may trigger supplier cancellation fees, adjustments or penalties which will be passed on to the Client.
Amendments
These terms may be updated from time to time. Continued use of Ubertech’s services after changes are made constitutes acceptance of the revised terms.
Assignment & novation
Neither party shall assign its rights or obligations under the Agreement without prior written consent to the other, which consent cannot unreasonably be withheld and is to be provided within 30 days of the request. However, consent is not required for assignment that occurs as part of a transfer of all or substantially all of the assets of either party.
General Provisions
This Agreement is the entire agreement of the parties about the subject matter of this Agreement and supersedes all other representations, negotiations, arrangements, understandings or agreements and all other communications.
If a provision of this Agreement is invalid or unenforceable in a jurisdiction it is to be read down or severed in that jurisdiction to the extent of the invalidity or unenforceability and that fact does not affect the validity or enforceability of the remaining provisions.
This Agreement may be amended only by a document signed by both parties. An amendment or change to the Agreement is only effective if it is made in writing.
A party must not transfer, assign, create an interest in or deal in any other way with any of its rights under this Agreement without the express prior written consent of the other party. Such consent, cannot unreasonably be withheld and is to be provided within 30 days of the request. However, consent is not required for assignment that occurs as part of a transfer of all or substantially all of the assets of either party.
If the Customer solicits or otherwise contracts or employs the Supplier’s staff within 12 months of an engagement where that staff member has provided services to the Customer under the Agreement, the Customer agrees to pay the Supplier a fee equivalent to 50% of one year’s salary as due consideration.
By signing or agreeing to engage with ubertech, you are taken to have understood and agreed to the proposed services and are bound under ubertech’s Standard Terms and Conditions