Intuitive Systems Ltd – General Terms and Conditions of Supply
(Please read carefully, by trading with us you warrant you have read, understand and accept our terms and conditions of trade)
- ‘Contract’ means, an agreement verbal or written, a contract, a proposal or quotation pursuant to which products and services are supplied by Intuitive Systems Ltd to the customer.
- ‘Customer’ means the person or company as the case may be, for whom products and services are supplied and includes, successors, assigns
- ‘Intuitive Systems Ltd means the supplier and includes its successors or assigns.
- ‘Products /Services’ means the products and or services supplied by Intuitive Systems Ltd to the customer and specified on the invoice dispatched or provided to the Customer.
- Any contract shall be upon these terms and conditions and these items and conditions shall operate to the exclusion of any terms and conditions to the contrary effect expressed in any of the customer order forms or other documentation and shall supersede all prior arrangements, written or oral.
- Quotation does not involve any obligations by Intuitive Systems Ltd and shall lapse without notice after 7 days from the date of offer. Errors or omissions are strictly excepted.
- Quotation prices where on site or remote dial in work is required are based on Intuitive Systems Ltd personnel completing the job in one site visit and having all reasonable and immediate access to the customer’s services and equipment during business hours or specified hours as agreed. Where access upon agreed times is unavailable or delayed, any time spent shall be chargeable over and above the quotation. Our standard hours are Monday to Friday 8.30 am to 5.30 pm excluding public holidays. Any work outside of normal business hours must be pre approved by a director of Intuitive Systems Ltd, additional charges will apply. Our rates are based per hour of part thereof with 15 minute increments. All support calls (telephone or remote dial in) have a mandatory minimum 15 minute fee, an onsite response has a minimum 1 hour fee.
- Where Intuitive Systems Ltd provide customer remote support via dial in, VPN or other electronic method, the customer acknowledges by virtue of allowing Intuitive Systems Ltd access they have granted Intuitive Systems Ltd full network access and or administrative rights, and Intuitive Systems Ltd shall further be entitled to undertake all things it reasonably deems necessary including installation of any third party software to enable Intuitive Systems Ltd discharge it’s obligation under the agreed work.
- Quotations are provided as commercial in confidence and any disclosure to third parties is prohibited. In the event of any increase in the cost of material, tax, freight or exchange rate during the period of quotation or contract resulting from this quotation, all such increases shall be passed on.
- Where a quote has been based on critical or other dimension or information supplied by the client, their advisor or third party, (written or verbal) once on site any variance established to those dimensions will mean a hold point and Intuitive Systems Ltd will have the right to exercise the following: estimate the difference and process as a variance, or re estimate the total project price and work method for formal acceptance by the client prior to restarting of work. Formal acceptance for such variation can be both verbal, or written. The same shall apply in any instance where neither the customer nor Intuitive Systems Ltd could reasonably have known about other dependencies, third party product or other issues to be addressed in completing an installation, a task, a support call or a project.
- Exclusions, unless stated and priced accordingly within a quotation, a proposal or invoice, any hardware, software or service provision (including installation) is excluded and further any omissions and errors within a quotation or proposal (under consideration or accepted) are excepted and Intuitive Systems Ltd shall have right to remedy as above.
Price and Payment
- The customer shall pay to Intuitive Systems Ltd the price specified on the invoice dispatched in respect of the products and/or services.
- Payment for software is strictly by pre payment or upon via direct credit.
- Payment for Intuitive Systems Ltd services, where the customer has a trading account with us shall pay the price within 21 days of the date of the invoice.
- The time for the payment of the price will form the basis of any Contract and all payment shall be made on or before the due date as a condition precedent to future supplies.
- Intuitive Systems Ltd reserves the right to charge interest calculated at 7% per annum above the rate at the time being charged by the bankers of Intuitive Systems Ltd on the balance of the price due by the customer but unpaid from the due date until payment is received in full by Intuitive Systems Ltd, and we may charge you all collection costs (including solicitor or collection agency fees) and suspend delivery of further product or services until the account is paid in full.
- If the customer disputes the whole or any portion of an invoice submitted by Intuitive Systems Ltd, the customer will pay the portion of the invoice which is not disputed; or within five (5) working days of receipt of the invoice notify Intuitive Systems Ltd in writing of the reasons for the dispute. If Intuitive Systems Ltd has not received any such or other notification the amount invoiced shall be strictly deemed to be accurate and accepted in whole. Prices are quoted ex GST to customers.
- Delivery times (product or services) as advised by Intuitive Systems Ltd are estimates only and Intuitive Systems Ltd may extend or amend delivery times.
Title and License
- Prior to full payment of the sums owing by the Customer to Intuitive Systems Ltd, the Customer shall have no right to sell or dispose of any or all of the products.
- Until payment for the products has been made by the Customer as fiduciary, and Intuitive Systems Ltd remains the legal and beneficial owner of the Products with full power to resell and regain possession in the event of the Customer’s default of payment.
- The Customer agrees all rights in all copyright, designs, patents and trade marks existing in relation to the Products or Services are reserved to the owner of those rights.
- It is expressly agreed that any technical advice (written, verbal or executed) furnished by Intuitive Systems Ltd is unless furnished pursuant to an express formal and written “consultancy” agreement supported by valuable consideration, is given and accepted at the buyers risk and Intuitive Systems Ltd assumes no obligation or liability whatsoever for any advice given or results obtained by the buyer, even if installed by Intuitive Systems Ltd. (A “consultancy” agreement is separate to a quotation or standard proposal document).
Intuitive Systems, its subsidiaries or third party Software
- Intuitive Systems Ltd, or subsidiaries manufactured software has a separate and additional end user licence agreement, this is a legal agreement between you (either as an individual or a single entity) and Intuitive Systems Ltd. Details thereof can be found on our web site www.intuitivesystems.co.nz and on the installation disk. To install and or use the software, acceptance thereof is mandatory. Where Intuitive Systems Ltd is installing software manufactured by us or any third party, in this process you authorize Intuitive Systems Ltd to click the “accept” button and install. You are therefore bound and agree to all the conditions of acceptance as if you had undertaken this process yourself.
- In respect to software development the company undertakes for a customer, the customer acknowledges and accepts all IP (intellectual property) including the software source code lies unreservedly with Intuitive Systems Ltd, unless expressly agreed to in writing and duly signed by a director of Intuitive Systems Ltd.
- Intuitive Systems Ltd warrants the quality of goods of its own manufacture for a period of 90 days. This warranty is restricted to the replacement free of charge of goods showing defects, provided the buyer reports the defects immediately (within 7 days) in writing. Duration of life after installation is not covered by any guarantee or warranty. Where a third party product has been sold, in case of defects or related issues, Intuitive Systems Ltd will be obliged to provide no more than the rights it can assert with this third party and shall not be obligated or liable in any way to provide any interim hardware, software, other equipment or remedial service.
- This agreement is governed by the laws of New Zealand.
- If any part of this Agreement is void, voidable, illegal, unenforceable, or contrary to or inconsistent with any applicable statute, rule or order of a court of competent jurisdiction; then that part shall be severed from and shall not affect the continued operation of the rest of this Agreement.
Limitation of Liability
- Intuitive Systems Ltd or subsidiaries shall not be liable to any party in any event for any indirect, consequential, incidental or other damages (including but not limited to); damages for loss of business profits, business interruption, or for the loss to a Customer arising from third party claims caused by errors or malfunction in equipment, setup or configuration, additional, accidental or excess ADSL/ISDN/Frame Relay or other connectivity fees or delays or any other matter in provision of a product or service. Subject to all rights which are provided pursuant to legislation and which cannot be excluded by agreement, these terms and conditions constitute the entire agreement between the parties and all other terms, conditions and representations are hereby excluded. If the limitation of liability or the exclusion of warranty set forth herein is held inapplicable or unenforceable for any reason, then Intuitive Systems Ltd maximum liability for any type of damages shall be limited to $100 NZD.