MANAGED SERVICES

1. Definition and Interpretation

In these Conditions, the Rate Schedule, and every Quote, Order, Plan, contract, or other arrangement in connection with the supply of Goods or Services by Bonelli Systems the following words have the following meanings:

• “After Hours” means from 5:01 PM – 7:59 AM (e.g., 17:01 – 07:59 hours Monday to Friday and all-day Saturday and Sunday, including Public Holidays);
• “Business Hours” means 8:00 AM – 5:00 PM (e.g., Monday to Friday from 08:00 to 17:00) hours excluding Public Holidays;
• “Client,” “You” or “Your” means a person who seeks or obtains a quote for, or who orders, Goods or Services from Us, and includes both a person whose name is on the Order or on an email attached to which is an order, a person who places an order, and a person on whose behalf an Order is placed or on whose behalf it appears an order is placed, and in any case each of their heirs, successors, and assigns;
• “Conditions” means these terms and conditions;
• “Goods” means any goods and/or services sourced by Us or provided by Us in connection with any such goods and/or services including computer hardware and Software and any goods or services provided in connection with any of those things;
• “GST” refers to the Goods and Services Tax as defined by applicable tax laws in the United States;
• “Order” means any order requested by You to Us for Goods or Services in any form;
• “Quote” means a quote provided to You by Us;
• “Period” means a particular number of half-days, days, weeks, fortnights, months, or any other period, as may be agreed between Us and You as the period during which some Services will be provided;
• “Plan” means any arrangement between Us and You (whether alone or in conjunction with any other person) for Services (including unlimited support) and/or the provision of Goods provided by Us under an arrangement in connection with Work agreed to be done or progressed for or on behalf of You or any other person at Your request, including as set out in a Plan Schedule; “Plan Schedule” means the key terms applicable to Plans as set, and as may be varied by Us, from time to time in its absolute discretion without notice to You;
• “Public Holidays” means any day which is a public holiday throughout Washington (e.g., President’s Day) other than a bank holiday;
• “Rates” means the hourly rates and other charges for Services (including any call-out fees and any Return/Cancellation Fees) set out in the Rates Schedule, a Plan, Plan Schedule, Quote, contract, or arrangement entered into by Us and You or in these Conditions, and includes any monies payable to Us on a quantum merit basis for any work it has done;
• “Rate Schedule” means the schedule of rates, charges, and conditions for the services of Ours as set, and as may be varied, by Us from time to time in its absolute discretion without notice to You;
• “Reasonable Assistance Limits” has the meaning set out in clause 17.2;
• “Return/Cancellation Fee” means a fee charged pursuant to clause 12.5 as set by Us from time to time;
• “Service request” means a request for service such as adds, moves, changes, and technical assistance;
• “Services” means the provision of any services by Us including Work, advice, and recommendations;
• “Software” includes software and any installation, update, associated software, and any services provided in connection with any of these things;
• “Us,” “Our” or “We” means Bonelli Systems and its heirs, successors, and assigns; and
• “Work” means anything We may do, provide, customize, produce, or acquire, whether or not in connection with, or for the purposes of, You or Your use or benefit, and includes testing, troubleshooting, installation and configuration of new equipment or software, consulting, scoping, planning, documenting, and quoting for complex items.

In these Conditions, the Rate Schedule, and every Quote, Order, Plan, contract, or other arrangement in connection with the supply of Goods or Services by Us, unless the contrary intention appears:

• Words denoting the singular number only shall include the plural number and vice versa;
• Reference to any gender shall include every other gender;
• Reference to any Act of Congress, statute, or regulation shall include any amendment currently in force at the relevant time and any subsequent Act of Congress, statute, or regulation enacted or passed in substitution thereof;
• Headings and words put in bold are for convenience of reference only and do not affect the interpretation or construction of these Conditions;
• All references to dollars ($) are to U.S Currency;
• A reference to time is to Pacific Time Zone;
• A reference to an individual or person includes a corporation, partnership, joint venture, association, authority, trust, state or government and vice versa;
• A reference to a recital, clause, schedule, annexure, or exhibit is to a recital, clause, schedule, annexure, or exhibit of or to these Conditions; A recital, schedule, annexure, or description of the parties forms part of these Conditions;
• A reference to any agreement or document is to that agreement or document (and, where applicable, any of its provisions), as amended, novated, supplemented, or replaced from time to time;
• Where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning;
• A reference to “includes” means includes without limitation;
• A reference to “will” imports a condition not a warranty; and
• A reference to bankruptcy or winding up includes bankruptcy, winding up, liquidation, dissolution, becoming an insolvent under administration, being subject to administration, and the occurrence of anything analogous or having a substantially similar effect to any of those conditions or matters under the law of any applicable jurisdiction and to the procedures, circumstances, and events which constitute any of those conditions or matters.

2. Application of this Conditions

Unless otherwise agreed by Us in writing, these Conditions are deemed incorporated in and are applicable to (and to the extent of any inconsistency will prevail over) the terms of every Quote, Order, Plan, contract, or other arrangement in connection with the supply of Goods and/or Services by Us to You.

The invalidity or enforce-ability of any one or more of the provisions of this Agreement will not invalidate, or render unenforceable, the remaining provisions of this Agreement.

3. Commitment Term

3.1  The minimum term that You acquire the service for is outlined in Our Quote to You, beginning from the first of the next month after the date of signing or approving the Quote.

3.1  After the expiry of the Committed Term, an extension of the Term will automatically commence for the same period as the original Committed Term and will continue indefinitely, unless earlier terminated by you as specified in Clause 4.

4. Termination

4.1    This Agreement may be terminated by You upon ninety (90) days written notice if We:

4.1.1  Fail to fulfill in any material respect its obligations under this Agreement and do not cure such failure within thirty (30) days of receipt of such written notice.

4.1.2  Breach any material term or condition of this Agreement and fail to remedy such breach within thirty (30) days of receipt of such written notice.

4.1.3  Terminate or suspend our business operations, unless it is succeeded by a permitted assignee under this Agreement.

4.2    This Agreement may be terminated by Us upon ninety (90) days written notice to you.

4.3    If either party terminates this Agreement, we will assist you in the orderly termination of services, including timely transfer of the services to another designated provider. You agree to pay us for rendering such assistance at our normal rates as outlined in our current Rate Schedule.

4.4    Should You wish to terminate this Agreement before the end of the commitment term, you agree to pay all of the remaining payments up until the end of the commitment term.

5. Client Responsibilities

5.1   You acknowledge that no employee or agent of Ours has any right to make any representation, warranty, or promise in relation to the supply of Goods or Services other than subject to and as may be contained in the Conditions.

5.2   If a client has software specific to its business installed on its network, the client is responsible for obtaining installation, training, and continuing technical support from the software provider. Bonelli Systems technicians can assist with network support, but they are not experts in all software applications and rely on the software manufacturer to provide software support at the Client’s expense.

6. Notices

6.1   Any notices given under the Conditions shall be in writing and sent by e-mail to the last notified e-mail address of Yours.

7. Governing Law

7.1   The Conditions shall be governed by and construed in accordance with the laws of the State of Washington, and the parties submit to the non-exclusive jurisdiction of the courts of the State of Washington.

8. Assignment

8.1   You may not assign Your rights and obligations under this Agreement without the prior written consent of Us.

9. Variation of these Terms and Conditions

9.1   We may at any time vary these Terms and Conditions by publishing the varied Terms and Conditions on Our website. You accept that by doing this, we have provided You with sufficient notice of the variation. We are under no other obligation to notify You of any variation to these terms and conditions.

10. Goods and Services – Quotes

10.1   Term and effect: Quotes will only be valid for 7 days unless otherwise specified in the Quote. A Quote is merely an invitation to You to place an Order with Us and the acceptance of a Quote by You will not create a binding contract between You and Us.

10.2   Quote is valid for 7 days only. Expiry dates on quotes are set to be able to inform Us when the quote is still active or to be discarded. Once discarded the quote will need to be requested again.

10.3   Once a quote has been confirmed by Us, then the prices in the quote will be confirmed as the final agreed price. A quote is confirmed as ‘final’ as soon as both parties agree with the final price after any last changes requested by You.

10.4   The price in the final quote may vary from the original request if there is any price or product changes requested by You. We reserve the right to alter product and prices in the quote, as long as the quote has not been confirmed with You.

10.5   Quotes and estimates shall be deemed to correctly interpret the original specifications and are based on the cost at the time the quote or estimate is given. If You later require any changes to the quotes, and We agree to the changes, these changes will be charged at Our prevailing rate.

10.6   Once the Quote has been confirmed and converted to an Order, the Order will be subjected to our normal Terms and Condition of Sale.

10.7   The general minimum turnaround time for Quote request to be action-ed is usually 24 hours. In the event that a quote is required urgently please let us know so that we can respond to it accordingly.

10.8   When a special price or discount offer has been applied to this Quote, no other special promotion, discount or bonus offer will be applicable.

10.9   In the event that products in the Quote are subjected to any price and supply fluctuations that is outside of Our control We reserve the right to update the price and product in the Quote accordingly. If a product has undergone a price drop or a price increase, the Quote will then be adjusted accordingly. If there is a product that is no longer available, the product will then be replaced or substituted based on Your request and is subject to Your final approval.

10.10   Price on non-stocked products is subjected to Price and stock fluctuations and can only be confirmed once the Quote is turned into an Order. While We endeavor to honor every price quoted, if there is a price increase that is beyond our control, we reserve the right to increase the price as necessary.

10.11   Once a Quote has already passed the expired date, we may cancel the quote or estimate without having to notify or receive an approval from You.

10.12   ETA information is based on an estimate given by our vendors and cannot be held as the actual promised date.

10.13   Freight charges will be added to the Order unless otherwise stated. Any included delivery charges are estimates only.

10.14   We do not keep inventory and as such only order items once we receive a completed order from a client. If You would like to return an item or cancel an order, a restocking fee may apply. We will need to get approval from the distributor that the stock is returnable before being able to issue a refund as not all products can be returned.

10.15   Prices are based upon total Quote Purchase.

10.16   Unless Specified, all items on quote are covered by manufacturer’s warranty covering parts and labor for hardware only on a return to depot basis.

10.17   Varying or withdrawing Quotes: We may vary or withdraw a Quote at any time in Our absolute discretion and without prior notice to You. We may do so for any reason We consider fit, including, e.g. where the Goods or Services become unavailable or the cost price of Goods or Services increases after the date of the Quote.

11. Goods and Services – Orders

11.1   Order forms: You may place an Order for Goods and/or Services with Us. Normally, we will require that You provide either a completed Order form or You approve the quote electronically via either an email or a web-based system with the date and Your details, including Your full legal name or description and any applicable ABN or ACN number (including the full name or description of any person on whose behalf the order is placed), Your address together with any relevant Quote number and date.

11.2   Approval of Orders: You will need to sign the Order or have it duly executed on Your behalf, unless the Order is sent by email or via the web-based ordering system, in which case the Order will be treated or deemed as if signed by or on behalf of You by the person whose name appears as the sender of the email or submitter of the form.

11.3   Reliance on appearance of validity: Absent actual knowledge to the contrary, we may rely upon the apparent validity of an Order. If any Order is signed or sent by email or approved through the web-based ordering system by a named person, that person warrants that the Order is, and it is acknowledged the Order is deemed in favor of Us to be:

11.3.1   signed by, and duly authorized by, both the person who signed the Order and the person who sent the email; and

11.3.2   duly authorized by the person on whose behalf the Order is placed or apparently placed.

11.4   Acceptance and Orders: An Order has no effect unless or until it is accepted by You in writing and, until We have received from Your payment in clear funds for the Order and any related freight, delivery and (where applicable) in-transit insurance costs in clear funds.

11.5   No obligation to deliver: We are not obliged to deliver any Order until we have received payment in clear funds from You for the Order, any related freight, delivery and (where applicable) in-transit insurance costs or where We are unwilling or unable to complete the Order for any reason provided it refunds any payment made by You in respect of the Order.

11.6   Credit checks: For the purposes of ascertaining the credit standing or history of a prospective customer to whom We are considering extending credit or payment terms, you hereby consent to Us undertaking a credit reference check in respect to You.

11.7   Cancellation of Orders: You will not cancel an Order unless We agree to do so in writing in Our absolute discretion. You acknowledge that, amongst other things, we cannot cancel an Order once the manufacturer or supplier has dispatched the relevant Goods and that such dispatch often occurs the same day as the Order is placed by Us.

11.8   Processes and Procedures: We have processes and procedures that We follow in the course of the provision of Our Services and the supply of Goods. You agree to co-operate with Us and to comply with such processes and procedures as advised to You from time to time.