Terms & Conditions
As of October 2017
TERMS AND CONDITIONS OF TRADE (“Terms”)
The following terms and conditions apply to the supply of Services or Goods by COMSMART Limited (“Optic Digital”) to the Client.
1a. Optic Digital reserves the right to amend these Terms, at their sole discretion, on the provision of 5 business days’ notice to the Client.
1b. Provision of Services or Goods by Optic Digital to the Client is full acceptance by the Client of these Terms.
1c. Both parties agree that any Services or Goods provided are for business purposes and the Consumer Guarantees Act 1993 does not apply.
1d. If any provision contained in these Terms is held to be illegal, invalid or unenforceable, it shall be severable, shall be deemed to be deleted from the Terms, and shall not affect the validity or enforceability of any other provisions.
1e. These Terms, and any claims or disputes about the Services or Goods supplied under it, will be governed by the law of New Zealand, and subject to the exclusive jurisdiction of the Courts of New Zealand.
1f. If any clause in these Terms conflicts with a clause in a written agreement between Optic Digital and the Client, the provisions in the agreement will prevail over these Terms.
2a. Service Level Agreement’s “SLA” and subscriptions are invoiced one month in advance.
2b. Services not covered under an SLA are invoiced on the last day of the month in which the Services have been provided.
2c. Services are invoiced at the agreed hourly rate plus GST. If no rate is agreed the Services are invoiced at Optic Digital’s Standard Rate plus GST (Please contact us to obtain a rate card if required).
2d. The minimum charge to attend to a service request is 30 minutes; and any travel time, where applicable, will be charged in addition to this.
2e. If Services are provided on a Public Holiday, Weekend, Regional Anniversary Day at the Client’s location, or outside of 8:30am to 5pm on weekdays the agreed rate (or Optic Digital’s Standard Rate if applicable) is increased by 50% unless otherwise agreed prior to the Services being provided.
2f. Travel and related disbursements, where applicable, will be invoiced in addition to the hourly rate.
3a. Goods are invoiced at the time the Goods are ordered from our supplier at the agreed rate plus GST.
3b. If no rate is agreed the Goods are invoiced at cost plus a mark-up of 15% plus GST.
3c. Freight will be charged for in addition to the above charges.
3d. Property of Goods does not pass until paid in full.
3e. Optic Digital has the right to enter any premises of the Client to repossess any goods if payment is not received in full within 30 days.
3f. When Goods are mixed with other Goods, or sold, the above rights will apply if the proceeds can be traced.
4. Invoice Payment
4a. Payment for invoices are due in full by the 20th of the month following invoice date.
4b. If the payment due date falls on a Weekend or Public Holiday payment must be received by the next business day.
4c. If payment is not received by the due date Optic Digital reserves the right to suspend services, charge 2% per month in default charges on the amount overdue, and to recover any costs incurred, including recovery costs, and legal fees incurred in the collection of late payments.
5. Invoice Disputes
5a. Any dispute raised over an invoice must be genuine, and raised in sufficient detail with Optic Digital to consider prior to the payment due date of the respective invoice.
5b. Optic Digital does not have to consider any dispute raised after the payment due date of the respective invoice.
5c. Both parties will act in good faith and use all reasonable endeavours to resolve any such disputes within 5 business days.
5d. Payment must be made for the undisputed portion of any invoice by the payment due date of the respective invoice.
5e. Optic Digital reserves the right to reject any invoice dispute if the undisputed portion of an invoice is not paid by the payment due date.
6. Quotes (including Estimates)
6a. Quotes are valid until the "Valid To" date stated on the respective Quote. Any acceptance after this date is at Optic Digital's sole discretion.
6b. Optic Digital reserves the right to vary the stated price if the cost of any item changes.
6c. Service hours stated are an estimate only. Optic Digital reserves the right to vary the stated hours for additional work, scope variations, or anything reasonably outside Optic Digital’s control.
6d. Freight charges are an estimate only and will be invoiced based on the actual Freight charges incurred.
6e. Any variations in price allowed under these Terms will be reflected on Invoice.
6f. Optic Digital recommends a contingency of 10% of the total value for any variances.
6g. All prices stated are exclusive of GST.
6h. Acceptance of a Quote is full acceptance of these Terms.
7a. The maximum liability of the Optic Digital to the Client arising from any breach (or series of related breaches) of these Terms, negligence or other action, or contravention of any statute, shall not in aggregate in any twelve (12) month period, exceed the amount paid or due to be paid for Services in that in that twelve (12) month period. In relation to Goods, the maximum liability of the Optic Digital to the Client shall not exceed the amount paid or due to be paid for the Goods.