Wolfe Systems Managed Service Agreement Terms and Conditions

 Definitions

“Customer” or “Customer’s” in this agreement refers to the client in “Customer information”.

“WOLFE SYSTEMS” or “Wolfe Systems” refers to the provider “Wolfe Systems Pty Ltd”

  1. Rates
    1. Projects will be billed on a per project
    2. WOLFE SYSTEMS reserves the right to periodically increase its hourly rate, and will provide Customer with no less than 30 days written notice ther
    3. Services are based on actual time spent, regardless of the complexity of the problem or issues addresse However, there is a thirty (30) minute minimum charge for services.
  2. Confidentiality
    1. WOLFE SYSTEMS acknowledges that during the engagement WOLFE SYSTEMS will have access to and become acquainted with various processes, information, customer lists, procedures, records, specifications, etc. Belonging to the Customer and/or used by the Customer in connection with the operation of its business (“Customer Information”).
    2. WOLFE SYSTEMS agrees not to disclose Customer Information, directly or indirectly, or use Customer Information in any manner, either during the term of this Agreement or at any time thereafter, except as required in the course of this engagement with the Customer or required by law, any court of competent jurisdiction or any regulatory authority. This duty shall not apply to any Customer Information which is:
      1. in or comes into the public domain;
      2. independently developed by WOLFE SYSTEMS; or
  • known by or becomes known by WOLFE SYSTEMS independently of this Agreement, other than as a result of a breach of this Agreement or any other obligation of confidence.
  1. WOLFE SYSTEMS shall not acquire any rights in files, records, documents, blueprints, specifications, information, letters, notes, media lists, original artwork/creative content, notebooks, and similar items relating to the business of the Customer (“Customer Records”), whether prepared by WOLFE SYSTEMS or otherwise coming into his/her possession. The Customer grants WOLFE SYSTEMS a non-exclusive, royalty-free license to use and make copies of the Customer Records to the extent necessary for WOLFE SYSTEMS to perform this engagement with the Customer and the Customer warrants to WOLFE SYSTEMS that it has the unfettered right to grant such license.
  2. WOLFE SYSTEMS shall not retain any copies of Customer Records without the Customer’s prior written permission, unless required by law or to the extent necessary for compliance purposes. Upon the expiration or earlier termination of this Agreement, or whenever requested by the Customer, WOLFE SYSTEMS shall immediately deliver to the Customer all Customer Records in or under WOLFE SYSTEMS’s control, with the exception of a single copy of any Customer Record which WOLFE SYSTEMS is required to keep by law or for compliance purposes.
  3. WOLFE SYSTEMS further agrees not to disclose the WOLFE SYSTEMS’s retention as an independent consultant or the terms of this Agreement to any person without the prior written consent of the Customer and shall at all times preserve the confidential nature of the relationship to the Customer and of the services hereunder, unless required by law, any court of competent jurisdiction or any regulatory authority.
  1. Terms, Payment & Collection Costs
    1. All contracts are subject to the following payment terms upon signing the contract.
    2. All payments are due within 7 days from the date on the invoice supplied by WOLFE SYSTEMS to the Customer. Invoices will be sent to the Customer by email.
    3. WOLFE SYSTEMS reserves the right to suspend support coverage due to non-payment of any outstanding monies due to WOLFE SYSTEMS at any time.
    4. The Customer agrees to pay all charges incurred through supply of support coverage + GST within the specified period.
    5. If the Customer is within the initial Term of Cover, no increase in hourly rates will apply without prior notification from WOLFE SYSTEMS. At this time, the Customer may choose to cancel the agreement without penalty. All monies owed to WOLFE SYSTEMS will immediately become due and payable.
    6. In the event the Customers support requirements escalate beyond a reasonable amount above the level WOLFE SYSTEMS predicted when entering into this agreement, WOLFE SYSTEMS retains the right to amend this agreement to match the increased support requirements. The Customer will be notified before any changes are applied and the Customer will have the option of cancelling the support agreement without penalty. All monies owed to WOLFE SYSTEMS will immediately become due and payable.
    7. Terms are 7 days from the date invoice is sent from WOLFE SYSTEMS. All invoices will be emailed to the customers email address. It is the responsibility of The Customer to ensure that WOLFE SYSTEMS has correct contact details for the customer and that the provided email account is checked regularly for the invoice.
    8. WOLFE SYSTEMS will invoice Customer upon completion of any additional work not covered by this agreeme Payment terms for any additional hours will be Net 7 days.
    9. Projects will require full payment in advance, unless otherwise arranged.
    10. WOLFE SYSTEMS reserves the right to charge a processing fee for any payments that are referred to drawer.
    11. Any payment not made within thirty days of the invoice date shall be subject to a late fee of three percent (3%) per month or the maximum rate allowed by law from the date of invoice, until
    12. If WOLFE SYSTEMS enlists the services of a collection agency to collect any amounts due to it from Customer under this Agreement; Customer shall be responsible for and agrees to pay all such collection
    13. Hardware, software and other products supplied by WOLFE SYSTEMS will remain the property of WOLFE SYSTEMS until all monies owed by the customer to WOLFE SYSTEMS have been received in full.
  2. Cancellation Policy
    1. Customer will not be charged for appointments that are cancelled in writing (letter, fax or e-mail) by Customer with 24 hours or more advance Customer will be charged for and agrees to pay for any scheduled hours for cancellations with less than 24 hours’ notice.
    2. Customer is responsible for placing any written time limits – if necessary – before services are provided by WOLFE SYSTEMS and cannot be re
    3. This agreement may be cancelled at any time by either party with 60 days’ notice in All outstanding amounts are still payable.

 

  1. Authorisation
    1. Customer acknowledges that the person signing this Agreement on its behalf is authorised to do so and may bind Customer to all the terms and conditions contained herein, and represents and warrants that such person is acting within the scope of his or her authority as an officer, director or duly authorised agent or employee of
  2. Notice
    1. All notices, requests and communications under this Agreement shall be in Notice shall be deemed to have been given on the date of service if personally served or served by registered mail on the party to whom notice is to be given. If notice is mailed, it shall be deemed to be given within seventy-two (72) hours after mailing, if mailed to the party to whom notice is to be given, by first-class mail, registered or certified, postage prepaid, and addressed to the party at the address set out below, or any other address that any party may designate by written notice from time to time.

Address:   Wolfe Systems

                   U22/8 Sustainable Avenue

                   Bibra Lake WA  6163

  1. Alterations to Services or Equipment
    1. If Customer alters any Services or Equipment conducted by WOLFE SYSTEMS without the express written consent, Customer does so at its own risk and ex WOLFE SYSTEMS shall not be liable or responsible for problems created as a result of Customer’s alteration of Services, Equipment and/or Customer’s network or system. If Customer wishes WOLFE SYSTEMS to correct or fix its alterations or problems relating thereto, such Services by WOLFE SYSTEMS will be considered a new project and Customer agrees that the same terms and conditions set out in this Agreement shall apply.
    2. WOLFE SYSTEMS needs to be informed of any additional hardware, peripherals or users to be added to the network. If damage is done by these, WOLFE SYSTEMS reserves the right to bill for time reconfiguring/resolving issues.
  2. Obligation to Back-up Software
    1. Customer shall be responsible for maintaining backups of all critical software, documents, and applications on all of Customer’s file servers, personal PC’s, organizers, and other electronic
    2. WOLFE SYSTEMS recommends an offsite back up system that is disk
    3. As part of this agreement WOLFE SYSTEMS will monitor backup reports on a daily basis, however it is the customer’s responsibility to change backup devices daily and take them offsite to a secure WOLFE SYSTEMS cannot be held responsible for the integrity of the data on the stored media. The customer can periodically request WOLFE SYSTEMS to restore the data to an alternative system to test the data. This is done at the customer’s expense.

 

  1. New & Replacement Parts & Software
    1. Any new or replacement parts or software required by the customer during the exercising of this support agreement will be purchased solely through WOLFE SYSTEMS where possible. These purchases will be added to the next billing amount due.
    2. In the event that the customer requires items which cost more than a reasonable amount, payment upfront of the entire amount may be requested by WOLFE SYSTEMS.
    3. Hardware, software and other products supplied by WOLFE SYSTEMS will remain the property of WOLFE SYSTEMS until all monies owed by the customer to WOLFE SYSTEMS have been received in full.
  2. Reimbursement for Supplies
    1. On occasion, WOLFE SYSTEMS may need to purchase spare parts, other equipment, supplies, accessories or software; in that case, Customer shall be responsible to and agrees to reimburse WOLFE SYSTEMS for all such costs or expenses incurred under this p No purchases will be made without prior Customer approval.
  3. Customer Warranty re Software Licensing
    1. Customer warrants that all software it provides to WOLFE SYSTEMS for installation, configuration or use in any way, has been legally obtained and is properly Customer further warrants that it has legally purchased sufficient number of copies of such software and that it has not violated any licensing laws.
    2. WOLFE SYSTEMS has no knowledge regarding licensing of software provided to it by Customer and Customer indemnifies WOLFE SYSTEMS for any installation, configuration or use of such software. Customer understands and acknowledges that it shall be solely responsible and liable for all licensing and purchasing of so
  4. Warranties
    1. All parts supplied by WOLFE SYSTEMS will be covered by a 1 year onsite warranty.
    2. In the event of a fault or failure of a component supplied by WOLFE SYSTEMS that is under warranty, the component must be returned to, and the warranty claim handled by, WOLFE SYSTEMS solely.
    3. Any payments involved in the repair, replacement, or refund process which are required by an entity other than WOLFE SYSTEMS, must be met by the customer. This may include, but is not limited to, freight, shipping, insurance, couriering, postage and administration fees.
    4. All warranty claims are subject to the conditions set out by the manufacturer of the component. The Customer agrees to abide by the applicable warranties dictated by the relevant manufacturers.
    5. During the period of warranty, no work shall be carried out on the hardware without prior consent of WOLFE SYSTEMS. If repairs, modifications or tampering of the hardware is engaged in by persons other than WOLFE SYSTEMS technicians or agents authorised by WOLFE SYSTEMS, the warranty and support agreement becomes null and void.
  5. Limitation of Liability
    1. WOLFE SYSTEMS shall not be liable to Customer for direct damages greater than the amount or price payable hereunder for its Ser Further, WOLFE SYSTEMS shall not be liable to Customer for any special, indirect, incidental, consequential or punitive damages arising out of or relating to this Agreement, whether the claim alleges tortuous conduct (including negligence) or any other legal theory.
    2. Whilst all care is taken with system security, WOLFE SYSTEMS will not accept responsibility for loss of data or security issues. WOLFE SYSTEMS aims to take all the care and necessary steps needed to prevent this, but takes no responsibility should this occur.
    3. WOLFE SYSTEMS provides no guarantee regarding the availability of the service. The Customer indemnifies WOLFE SYSTEMS against any losses by the Customer resulting from any failure or non-availability of service.
    4. WOLFE SYSTEMS will bear no responsibility for any loss, whether of income or data, or damage caused by downtime, hardware or software faults, or hardware or software failure that may be suffered by the Customer or any of its staff or Customers.
    5. The Customer is required to ensure that any location in which work is to be carried out by a WOLFE SYSTEMS technician, meets all applicable State and Federal regulations governing safety in the workplace

 

  1. Relationship
    1. WOLFE SYSTEMS provides Services to Customer hereunder as independent contractor, and this Agreement shall not be construed as a partnership or joint ve WOLFE SYSTEMS has complete discretion to sub contract out work as it may deem necessary to fulfil the support obligations to the Customer.
  2. Non Solicitation of Employees
    1. Customer acknowledges that WOLFE SYSTEMS has a substantial investment in its employees that provide Services to Customer under this Agreement and that such employees are subject to WOLFE SYSTEMS’ control and supe In consideration of this investment, Customer agrees not to solicit, hire, employ, retain, or contract with any employee of the other, without first receiving WOLFE SYSTEMS’ written consent.
    2. If any employee terminates his or her employment with WOLFE SYSTEMS (regardless of the reason for termination), and is employed by Customer (or any affiliate or subsidiary of Customer) in any capacity either during or within a six (6) month period, Customer shall immediately pay WOLFE SYSTEMS an amount equal to 50% of the then current yearly salary or wage paid by WOLFE SYSTEMS to such employee.
  3. Severability
    1. Any provision of this Agreement which is invalid, illegal or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting in any way the remaining provisions hereof or, to the extent permitted by law, rendering that or any other provision invalid, illegal or unenforceable.
  4. Entire Agreement
    1. This Agreement contains the entire agreement between the parties regarding the subject matter herein, and supersedes any prior agreements or representations, whether oral or No agreement, representation or understanding not specifically contained herein shall be binding, unless reduced to writing and signed by WOLFE SYSTEMS and Customer.
  5. Legal Fees & Costs
    1. In any action involving the enforcement or interpretation of this Agreement, the prevailing party, whether Customer or WOLFE SYSTEMS, shall be entitled to its reasonable legal’ fees and costs, including such fees and costs incurred in connection with any appeals, in addition to such other relief as may be provided by
  6. Governing Law and jurisdiction
    1. This Agreement is governed by and is to be construed in accordance with the laws of Western Australia. Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of Western Australia and waives any right to object to proceedings being brought in those
  7. Successors and Assigns:
    1. All of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, if any, successors, and assigns.

 

  1. Headings:
    1. Section headings are not to be considered a part of this Agreement and are not intended to be a full and accurate description of the contents hereof.
  2. Waiver:
    1. Waiver by one party hereto of breach of any provision of this Agreement by the other shall not operate or be construed as a continuing waiver.
  3. Assignment:
    1. Neither party shall assign any of its rights under this Agreement without the prior written consent of the other. 
  4. Modification or Amendment:
    1. No amendment, change, or modification of this Agreement shall be valid unless in writing and signed by the parties hereto.
  5. Entire Understanding:
    1. This document and any exhibit attached constitute the entire understanding and agreement of the parties, and any and all prior agreements, understandings, and representations are hereby terminated and cancelled in their entirety and are of no further force and effect.
  6. Unenforceability of Provisions:

If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless remain in full force and effect.

Perth Office
Unit 22, 8 Sustainable Avenue,
Bibra Lake, WA 6163
Phone: 1 300 958 923
E-mail: [email protected]

Melbourne Office
Ground Floor 253 Par k Street,
South Melbourne, VIC 3205
Phone: (03) 9081 7554
24/7 Support: 1300 958 923

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