Terms & Conditions

1.1 Definitions

Additional Rates means the rates for the performance of any services not included in the Services and the supply of any materials not included in the Services, being a fee per hour and the cost of materials. The fee per hour as at the date of this agreement is specified in the Quotation, but is subject to increase by CCT from time to time.

Administrator Access means access to the system which enables a user to modify computer hardware and operating system settings which are above the level of a regular user’s abilities on the System.

Australian Consumer Law means Schedule 2 to the Competition and Consumer Act 2010 (Cth).

Back-Up Services means the copying and storing of the Customer’s data by CCT in the manner specified in the Quotation.

Back-Up System means the system used to store the data collected as part of the Back-Up Services as described in the Quotation.

Business Day means a day that is not a Saturday, Sunday or public holiday in New South Wales.

Claim means any claim, action, damage, loss, liability, cost, charge, expense, outgoing or payment.

CCT Employees means all officers, employees, agents and contractors of CCT.

Commencement Date means the date notified by CCT to the Customer under clause 2(a).

Computer Equipment means the computer equipment specified in the Quotation.

Confidential Information means information that is by its nature confidential but does not include:
(a) information already known to the receiving party at the time of disclosure by the other party; or
(b) information in the public domain other than as a result of disclosure by a party in breach of its obligations of confidentiality under this agreement.

Customer’s Employees means all of the Customer’s officers, employees, agents, secondees and contractors.

Customer Premises means all of the premises where the Customer conducts its business, uses the System and where the System is installed.

Customer Hardware Agreements means agreements that the Customer has entered into with third parties for the provision of hardware.

Customer Software Licence Agreements means software licence agreements that the Customer has entered into directly with third parties for Third Party Software.

Customer Specifications means the specifications provided by the Customer and listed in the Quotation.

Cyber Hygiene means practices that individuals can take to minimise cyber security attacks. These include, as at the date of this agreement, setting strong unique passwords, not sharing passwords or sensitive data with anyone, using multi factor identification and securing any routers by configuring all of their security features (known as ‘hardening’).

Data means data which is transmitted by the Customer into the System during the Term.

Error means an issue registered under clause 11(b).

Excluded Services means any services which are not part of the Services, including without limitation, those listed in the Quotation as excluded services.

Fees means the monthly fees specified in the Quotation.

Force Majeure Event means:
(a) fire, flood, earthquake, or acts of God; or
(b) acts of war, terrorism, riots, civil disorders or rebellions or revolutions in Australia taking place that significantly impeding the continuity of business operations of the Customer.

Governmental Agency means any government or any governmental, semi-governmental, administrative, fiscal or judicial body, department, commission, authority, tribunal, agency or entity in any part of the world.

GST means:
(a) the same as in the GST Law;
(b) any other goods and services tax, or any tax applying to this agreement in a similar way; and
(c) any additional tax, penalty tax, fine, interest or other charge under a law of such a tax.

GST Law means the same as “GST law” in A New Tax System (Goods and Services Tax) Act 1999 (Cth);

Hardware Minimum Requirements means the minimum requirements for hardware in the System, detailed in the Quotation and updated under clause 11.1(c).

Initial Term means the term noted in the Quotation.

Intellectual Property Rights means all present and future rights conferred by statute, common law or equity in or in relation to any copyright, trade marks, designs, patents, circuit layouts, business and domain names, inventions, and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields.

Laws means all Australian laws, together with all applicable codes, guidelines and the like, including rules of common law, principles of equity, statutes, regulations, proclamations, ordinances, by-laws, rules, regulatory principles and requirements, rule of a Governmental Agency, statutory rules of an Industry Body, statutory and mandatory codes of conduct, writs, orders, injunctions, judgments in force or as applicable from time to time.

Monthly Reports means those reports, if any, listed in the Quotation.

Quotation means the most recent document entitled “CCT Quotation for Managed Services” provided by CCT to the Customer on the date of this agreement.

Personal Information has the meaning given in section 6 of the Privacy Act 1988 (Cth).

Post Initial Period Fee means the post initial fee period detailed in the Quotation

Principal Software Licence means the licence of Supplied Software specified as the Principal Software Licence in the Quotation.

Response SLA’s means the response SLAs specified in the Quotation.

Security Controls Means the schedule of security controls to be carried out by CCT and available on request, to be updated from time to time.

Services means the services detailed in the Quotation.

Software means the Supplied Software and the Third-Party Software.

Supplied Software means the software to be procured by CCT and sub-licensed to the Customer as specified in the Quotation.

Supplied Computer Equipment means any Computer Equipment that is supplied and installed by CCT.

System means the Computer Equipment and the Software working in combination.

System Specifications means the specifications for the System as detailed in the Quotation.

Term means the Initial Term and any extension of it under clause 2.

Termination Administration Fee means the termination administration fee detailed in the Quotation.

Third Party Services means any additional or ancillary IT, telecommunication systems, hardware, software or services that do not form part of the System as at the Commencing  

Third Party Software means software that is used by the Customer other than the Supplied Software.

1.2 Interpretation

In this agreement:

(a) a reference to a group of persons includes a reference to two (2) or more jointly and to each individually;

(b) a reference to a party, clause, schedule, annexure or exhibit is a reference to a party to, clause of, and a schedule, annexure or exhibit to, this agreement and references to this agreement include any schedules, annexures and exhibits;

(c) a reference to a document (including this agreement) includes any variation or replacement of it;

(d) a date or time of day refers to Sydney time;

(e) a reference to a person includes an individual, a body corporate, a statutory authority or agency and an incorporated association;

(f) a reference to a party includes that party’s successors, permitted substitutes and permitted assigns;

(g) if a time limit in this agreement falls on a day which is not a Business Day, that time limit will be extended to the next Business Day;

(h) if a body, other than a party to this agreement, no longer exists or has been renamed, replaced or has had its powers removed or transferred, a reference to that body is to the body that currently most closely serves its purposes or objects;

(i) a singular word includes the plural and vice versa;

(j) specific examples introduced by ‘including’ or ‘for example’ or similar expressions, do not limit the meaning of general words;

(k) if a word or phrase is defined, its other grammatical forms have a corresponding meaning; and

(l) a reference to legislation or subordinate legislation is to that legislation or subordinate legislation as amended, re-enacted or replaced from time to time, and includes any subordinate legislation issued under it.

(a) The Commencement Date will be the date that CCT notifies the Customer that the Principal Software Licence commences.

(b) This agreement commences on the Commencement Date and, unless terminated earlier in accordance with clause 18, remains in force for the Initial Term. After the expiration of the Initial Term, the agreement shall continue on a month-to-month basis, with either party being able to terminate this agreement at the end of a month period after giving at least 30 days’ notice.

(c) If, following the Initial Term, the Customer wishes to terminate the agreement and such termination date will not fall on an anniversary of the Commencement Date, CCT agrees to meet with the Customer to discuss potential termination dates and termination fees. The Customer acknowledges that a termination fee will be payable to CCT, which will include the third-party fees that CCT will be required to pay until the anniversary of the Commencement Date for the Supplied Software in addition to the Termination Administration Fee.

CCT must supply the Services to the Customer, on the terms and conditions of this agreement.

The parties acknowledge that the System may consist of equipment that is Supplied Computer Equipment and Computer Equipment that the Customer has acquired independently of CCT. All Computer Equipment must comply with the Hardware Minimum Requirements.

(a) The Supplied Software shall be sub-licensed to the Customer by CCT, and supplied and installed by CCT in accordance with the System Specifications.

(b) CCT grants the Customer, or will procure a grant for the Customer of, a non-exclusive, non-transferable licence of the Supplied Software on the terms set out in, or consistent with, the System Specifications.

(c) The Customer agrees that it must not do anything to cause CCT to be in breach of the terms agreed to with the vendors of the Supplied Software. Without limitation, this includes the terms available for Microsoft documents, available at Licensing Documents (microsoft.com). The Customer acknowledges that to view these licensing documents, it needs to select “Australia” as the selection for “Geography” and then select “Submit”, and the Customer acknowledges that these licencing documents are also subject to change.

(d) For the avoidance of doubt, the Customer acknowledges that CCT does not supply the Third-Party Software to the Customer. The Customer is required to enter into any necessary agreements with suppliers of the Third Party Software to ensure that it has the right to use the Third Party Software.

(a) Upon confirmation that the Customer requires training, CCT shall provide the Customer with basic training on how use the System for the number of personnel, at such location and for such period as specified in the Quotation. Such training will not include any training on third party software.

(b) In addition to the training described in clause 6(a), when requested, CCT will provide all new staff of the Customer with basic training on how to use the System when they commence working with the Customer.

(c) For any training which is in addition to the training specified in clauses 6(a) and 6(b), fees charged for these will be in addition to the Fee. Upon a request for such training by the Customer, CCT will provide the Customer with a fee estimate for such training.

(a) Subject to subclause 7(c), the Customer requires no right or title in the Supplied Software other than the sub-license rights referred to in this agreement.

(b) The Customer warrants that it holds all rights to use the Intellectual Property in the Third Party Software;

(c) Nothing in this agreement shall affect pre-existing Intellectual Property Rights of CCT or a third party.

8.1 CCT obligations

Subject to clause 8.2, CCT must:

(a) Advise the Customer of the commencement of the Principal Licence Agreement within 3 days of it commencing;

(b) Ensure that during the Term it has the necessary skills and personnel to provide the Services under this agreement;

(c) Ensure that it has the authority to sub-license the Supplied Software to the Customer as provided by this agreement;

(d) Ensure that the Supplied Computer Equipment and the Supplied Software will work in combination as contemplated in the System Specifications;

(e) Maintain public liability insurance for an amount of $20 million for any single occurrence and product liability insurance for an amount of $20,000,000;

(f) Where there is an issue relating to Supplied Computer Equipment and that issue is covered by a warranty of the supplier of the Supplied Computer Equipment, CCT will work with that supplier to have such an issue rectified;

(g) Where there is an issue related to Third Party Software, work with the vendor of that Third Party Software;

(h) Use reasonable endeavours to comply with the Response SLAs; and

(i) Comply with the Security Controls.

8.2 Qualifications

(a) Nothing in this agreement requires CCT to provide any new products or functionalities that are not contemplated in this agreement.

(b) The Customer acknowledges that in order for CCT to comply with its obligations under clause 8.1(g), the Customer must:

1. have an active support agreement with the vendor of the Third-Party Software; and
2. the vendor of the Third-Party Software must cooperate with CCT.

(c) The Customer acknowledges that in order for CCT to comply with its obligations under clause 8.1(d), CCT has relied on the Customer Specifications. If the Customer Specifications are incorrect, the Customer acknowledges that:

1. this may limit the ability of CCT to comply with its obligations under clause 8.1; and
2. it may not make any Claim under this agreement or otherwise for CCT’s failure to comply with its obligations under clause 8.1, if such failure is contributed to by the Customer Specifications not reflecting the needs of the Customer.

(d) The Customer acknowledges that in order for CCT to comply with its obligations under clause 8.1, from time to time, CCT may recommend that new products or functionalities be purchased that as at the Commencement Date were not contemplated. If the Customer elects not to purchase these new products of functionalities, the Customer acknowledges that:

1. this may limit the ability of CCT to comply with its obligations under clause 8.1; and
2. it may not make any Claim under this agreement or otherwise for CCT’s failure to comply with its obligations under clause 8.1, if such failure is contributed to by the Customer’s election not to purchase new products or functionalities within the time period specified by CCT (acting reasonably).

9.1 Customer obligations

The Customer must:

(a) Allow CCT access to their systems at all times through remote monitoring or such other program specified by CCT from time to time;

(b) Ensure that the System complies with the Hardware Minimum Requirements;

(c) Cooperate with CCT and ensure that all of the Customer’s Employees cooperate with CCT;

(d) Comply with the Customer Software Licence Agreements;

(e) Comply with the Customer Hardware Agreements;

(f) Comply with all Laws;

(g) When reasonably requested, allow CCT and CCT Employees access to the Customer Premises;

(h) Not add any Third Party Services to the System without the consent of CCT; and

(i) Ensure that the Customer and the Customer Employees maintain good Cyber Hygiene.

9.2 Customer promises

The Customer promises that all of the information that it has provided to CCT, either before or during the Term, is accurate and not misleading.

9.3 Third party service providers

(a) The Customer acknowledges that the System has been assessed by CCT as at the Commencing Date and CCT has provided its fees and entered into this agreement on the basis of the configuration of the System.

(b) The Customer acknowledges that any purchase or provision of any additional or ancillary IT, telecommunication systems, hardware, software or services (Third Party Services) through a third party could compromise the System or make it more difficult for CCT to perform the Services.

(c) The Customer agrees before purchasing any Third-Party Services through a third party it will provide notice of such anticipated purchase or provision.

(d) If, within 30 days of a notice provided under clause 9.3(c) CCT does not object to the provision or purchase of such Third-Party Service, the Customer may continue to procure such Third-Party Services.

(e) If CCT notifies the Customer that it has concerns with the purchase or provision of such Third-Party Services, the Customer agrees not to procure such Third Party Services If the Customer proceeds with the procurement of the Third-Party Services, regardless of clause 9.3(e), then the Customer acknowledges that:

1. this this may limit the ability of CCT to provide the Services
2. it may not make any Claim under this agreement or otherwise for CCT’s failure to provide the Services, if such failure is contributed to by the Customer procuring any Third-Party Services.

9.4 Administrator Access

(a) Any individual that has Administrator Access has a number of privileges that the average user do not have.

(b) To minimise any security vulnerabilities, CCT recommends that CCT only has Administrator Access to the System.

10.1 Hardware requirements

(a) The Customer acknowledges that CCT has minimum requirements of the hardware that is to be installed as part of the Customer’s System.

(b) As at the date of this agreement, such minimum requirements are the Hardware Minimum Requirements.

(c) From time to time, CCT will update the Hardware Minimum Requirements.

(d) Within 6 months of being notified of an update of the Hardware Minimum Requirements, the Customer must update their System to comply with such updated Hardware Minimum Requirements.

(e) The Customer acknowledges that, given the continual updates to technology, this is a reasonable requirement.

10.2 Product and functionality procurements

From time to time, CCT may, acting reasonably, recommend that a new product or functionality is purchased by or subscribed to by the Customer. These products and functionalities were not seen as necessary to provide the Services as at the Commencement Date, but in CCT’s reasonable opinion could later be seen to be necessary. The Customer recognises that this may be due to updates and efficiencies in technology or due to new or increased threats of cyber-attacks. If CCT provides a notice to the Customer to subscribe to or purchase these new products or functionalities, the Customer:

(a) Agrees to subscribe to or purchase these new products or functionalities within the time period specified by CCT;

(b) Acknowledges that the Fee will increase by the amount notified by CCT, acting reasonably, to account for these new products and functionalities; and

(c) Acknowledges that the time period specified by CCT in 11.2(a) will in some circumstance be less than 30 days, if CCT, acting reasonably, considers that a new product of functionality must be purchased or subscribed to urgently to prevent or limit the damage caused by a security vulnerability.

10.3 Policy updates

(a) The Customer acknowledges that from time to time the Response SLAs and Security Controls will be updated. CCT will notify the Customer when such updates are made.

(a) This clause 12 applies if the Quotation states that CCT is to provide Support Services under this agreement.

(b) If, during the Term, the Services are not operating in accordance with the System Specifications, the Customer or the Customer’s Employees may lodge a service request in the manner specified by CCT from time to time.

(c) Following the registration of an Error, CCT will:

1. Confirm receipt of the service request to rectify an Error;
2. Assign a level of severity to the Error, being “low”, “medium” or “high”;
3. Endeavour to resolve the Error so that the System operates in accordance with the System Specifications;

(d) CCT will use reasonable endeavours to comply with the Response SLAs.

(a) This clause 12 applies if the Quotation states that CCT is to provide Back-Up Services under this agreement.

(b) CCT will provide the Back-Up Services to the Customer.

(c) If the back-up of the Customer’s data has not been uploaded to the Back-Up System within the previous 2 Business Days, CCT must notify the Customer.

(d) The Customer acknowledges that CCT may delete and/or destroy any of the data that has been uploaded to the Back-Up System within 30 days following the termination of this agreement.

(e) Promptly following a request by a Customer to recover data which is in the Back-Up System, CCT will commence restoration of the data. While CCT endeavours to restore the data within a reasonable timeframe, such timeframe is outside the control of CCT.

CCT will provide the Customer with the Monthly Reports each month.

14.1 Payment of Fees

(a) The Customer will pay the Initial Fee to CCT within 14 days of the date of this agreement.

(b) The Customer will pay the Fees to CCT each month in advance on the first day of each month, and proportionately for any period that is less than a month.

(c) The Customer will pay the Additional Fees to CCT within 14 days of a receipt of an invoice for any work performed which does not form part of the Services. All work will be charged at the Additional Rates.

(d) All fees are exclusive of all taxes, duties and surcharges payable in respect of the maintenance services and in respect of this agreement.

(e) If a Customer disputes the whole or any part of the amount claimed in an invoice submitted by CCT pursuant to this agreement, the Customer will pay the undisputed portion on the due date. The dispute regarding the remainder may be referred to the dispute resolution procedure prescribed by this agreement. If it is subsequently resolved that a further amount is payable, the Customer will pay that amount together with interest at the rate of 12 per cent per annum.

14.2 Inclusions

(a) The Customer acknowledges that the Fees are for the provision of the Services, the supply of the Supplied Software and the provision of training as detailed in clause 6.

(b) Without limitation, the Customer acknowledges that the Fees do not include the Excluded Services.

(c) If the Customer wishes for CCT to perform any Excluded Services it must provide a notice to CCT requesting that the Services are performed. Where practicable, if CCT is able to perform the Excluded Services, it will provide an estimate to the Customer of the cost payable for such Excluded Services. The Customer acknowledges that the time spent by CCT on the Excluded Services will be charged at the Additional Rates.

14.3 GST

(a) Words defined in the GST Law have the same meaning in this clause, unless the context makes it clear that a different meaning is intended.

(b) In addition to paying the charges and any other amount payable or in connection with this agreement (which is exclusive of GST), the Customer will:
pay to CCT an amount equal to any GST payable from any supply by CCT in respect of which the charges or any other amounts are payable under this agreement; and
make such payment either on the date when the charges are due or within 7 days after the Customer is issued with a tax invoice, whichever is the later.

(c) CCT must, within 28 days of request from the Customer, issue a tax invoice (or an adjustment note) to the Customer for any supply under or in connection with this agreement.

(d) CCT will promptly create an adjustment note for (and apply to the Commissioner of Taxation for) a refund, and refund to the Customer, any overpayment by the Customer for GST but CCT need not refund to the Customer any amount for GST paid to the Commissioner of Taxation unless CCT has received a refund or credit for that amount.

14.4 Increase in Fee

(a) If this agreement continues after the Initial Term, the Fees will increase to the Post Initial Period Fee.

15.1 Warranty

(a) The Customer warrants that it has complied with all Laws in the collection of any Data.

(b) The Customer warrants that in uploading the Data onto the System, it complies with all Laws.

15.2 Obligations

(a) CCT acknowledges that it does not have any rights over the Data.

(b) CCT will not use or disclose of any of the Data other than to comply with its obligations under this agreement.

(c) The Customer acknowledges that the Personal Information that the Customer holds may be transferred out of Australia and the Customer may have to review any disclosures it provides to the people from whom it collects Personal Information.

16.1 Risk

(a) Neither party is liable to the other for any indirect, special or consequential loss or damage incurred by the other party, including liability for loss of profits and revenue, loss of reputation, loss of business opportunity or loss of savings.

(b) Except in relation to personal injury (including sickness and death) and property damage the maximum liability of CCT under this agreement for any Claim is one times the Fees payable under this agreement.

(c) The Customer acknowledges that CCT is not liable for any Claim in connection with this agreement to the extent that such Claim is caused or contributed to by:

1. The Customer’s breach of this agreement;
2. The Customer failing to follow or implement any recommendation of CCT; and/or
3. The Customer ignoring any advice of CCT.

16.2 Indemnity

The Customer agrees to indemnify and keep CCT indemnified for any claim, action, damage, loss, liability, cost, charge, expense, outgoing or payment which CCT pays, suffers, incurs or is liable for arising out of or in connection with or arising out of an infringement, or an alleged infringement, of the Intellectual Property Rights of any third party, arising out of or in connection with the Services or this agreement or the use of any Third Party Software or Supplied Software.

17.1 Variations

(a) Except where otherwise specified in this agreement, the provisions of this agreement may not be varied except by agreement in writing signed by both parties.

17.2 Increase in Users

(a) Throughout the Term, the Customer may increase the number of users by providing written notice to CCT;

(b) Within 2 Business Days of a written request by the Customer, CCT will arrange for the number of users to be increased.

(c) The Customer acknowledges that when the number of users is increased in accordance with clause 18.1, the Fee will increase by the amount notified by CCT.

17.3 Decrease in Users

The Customer acknowledges that given the terms of contracts that CCT has with Supplied Software providers, it is not able to decrease the number of users or is only entitled to decrease the number of users during a specified period during a calendar year. Accordingly, if the Customer wishes to decrease the number of users, it will provide written notice to CCT and within 14 days CCT will meet with the Customer to discuss the decrease.

(a) Subject to clause 18(b) and 18(c), neither party shall assign, whether in whole or part, the benefit of this agreement or any rights or obligations hereunder, without the prior written consent of the other party.

(b) The Customer may assign the benefit of this Agreement to a third party that purchases its business, provided that the third party enters into a deed, in the form required by CCT, under which the third party undertakes to be bound by the obligations of the Customer under this agreement.

(c) CCT may novate, transfer or assign this agreement to a third party that purchases the whole or part of its business, provided that the third party provides a deed undertaking to be bound by the obligations of CCT under this agreement. The Customer acknowledges that when this agreement is transferred, novated or assigned under this clause 19(c), CCT will have no further obligations to the Customer.

(d) The Customer acknowledges that provided that CCT complies with its obligations under this agreement, it may sub-contract any part of this agreement to a third party without the Customer’s consent.

(a) A party will not be liable for any failure or delay in the performance or discharge of its obligations under this agreement to the extent that such failure or delay is caused, directly or indirectly, by a Force Majeure Event.

(b) This clause 19 does not apply to the extent that any Force Majeure Event is caused or contributed to by a breach of this agreement by the party claiming the Force Majeure Event.

(c) A party whose performance or discharge of its obligations referred to in paragraph (a) are affected by a Force Majeure Event must:

1. immediately notify the other party and describe in a reasonable level of detail the nature of the Force Majeure Event and its likely effect on that non-performing party’s performance or discharge of its obligations under this agreement; and
2. use best endeavours to continue or resume performance or observance whenever and to whatever extent possible without delay, including by means of alternate sources, workarounds or other means.
3. Either party may terminate this agreement in whole or in part by notice to the other party if any Force Majeure Event has the result that CCT is unable to deliver the Services for more than 6 months.

(a) For the purpose of this clause, each of the following is a Terminating Event:

1. the breach or threatened breach by either party of any of its material obligations under this agreement and without limiting this clause without limiting this clause (a) the parties agree that the Customer’s failure to pay any fee is a breach of a material obligation under this agreement;
2. the appointment of any type of insolvency administrator in respect of the property or affairs of either party; and
3. the entry or proposed entry by either party into any scheme, composition or arrangement with any of its creditors;

(b) This agreement may be terminated immediately on the happening of a Terminating Event at the option of the affected party.

(c) If a Terminating Event occurs, the affected party must give to the other party notice of the happening of that event and require the breach to be remedied or a written undertaking to be given that the breach will not occur, as the case may be. If the breach is not remedied or the undertaking not given (as the case may be) within 14 days the affected party may agree to waive its rights under this clause if satisfied that the happening of the Terminating Event has not in any way prejudiced its position under this agreement.

(d) Neither party shall be liable for the consequences of an occurrence of any event beyond its reasonable control.

(e) Nothing in this clause affects the terminating party’s right to pursue any other cause of action against the other party consequent upon the Terminating Event, subject only to any exclusion or limitation of liability set out below.

Any dispute or difference arising in connection with this agreement shall be submitted to arbitration in accordance with, and subject to, the Rules for the Conduct of Commercial Arbitrations of the Institute of Arbitrators and Mediators, Australia. During such arbitration, both parties may be represented by a duly qualified legal practitioner.

(a) Subject to subclause 23(b), any condition or warranty which would otherwise be implied in this agreement is hereby excluded.

(b) Pursuant to ss 64A of the Australian Consumer Law, this subclause applies in respect of any goods or services supplied under this agreement which are not of a kind ordinarily acquired for personal, domestic or household use or consumption, provided that this subclause will not apply if the Customer establishes that reliance on it would not be fair and reasonable. Liability for breach of a guarantee conferred by the Australian Consumer Law (other than those conferred by ss 51 to 53 of the Australian Consumer Law) is limited:
in the case of goods, to any one of the following as determined by CCT:

1. the replacement of the goods or the supply of equivalent goods;
2. the repair of the goods;
3. the payment of the cost of replacing the goods or of acquiring equivalent goods; or
4. the payment of the cost of having the goods repaired; and
   in the case of services, to any one of the following as determined by CCT:
5. the supplying of the services again; or
6. the payment of the cost of having the services supplied again.

(a) A party will not, without the prior written approval of the other party, disclose the other party’s Confidential Information.

(b) A party will not be in breach of subclause 24(a) in circumstances where it is legally compelled to disclose the other party’s Confidential Information.

(c) Each party will take all reasonable steps to ensure that its employees and agents, and any sub-contractors engaged for the purposes of this agreement, do not make public or disclose the other party’s Confidential Information.

(d) Notwithstanding any other provision of this clause, a party may disclose the terms of this agreement (other than Confidential Information of a technical nature) to its related companies, solicitors, auditors, insurers and accountants.

(e) This clause will survive the termination of this agreement.

24.1 Non Waiver

(a) A party’s failure to require full or partial performance of a provision of this deed, does not affect that party’s right to require its performance at a later date.

(b) A single or partial exercise of, or waiver of the exercise of, any right, power or remedy does not prevent any other or further exercise of that or any other right, power or remedy.

(c) A right under this agreement may only be waived in writing signed by the party granting the waiver, and is effective only to the extent specifically set out in that waiver.

24.2 Relationship between the parties

(a) This agreement does not create a relationship of agency, partnership, and/or employment between the parties.

(b) A party must not represent that it can in any way bind any other party or contract in the name of any other party.

24.3 Non-merger

(a) The rights and obligations of the parties under this agreement do not merge on completion of any transaction contemplated by this agreement.

24.4 Further assurances

(a) Each party must do all things reasonably necessary to give effect to this agreement and the matters contemplated by it.

24.5 Severability

(a) A clause or part of a clause of this agreement that is unenforceable may be severed from this agreement and the remaining clauses or parts of the clause of this agreement will continue in force.

24.6 Consent

(a) If the consent of any party is required under this agreement, that consent must be given in writing.

24.7 Entire Agreement

(a) This agreement contains the entire agreement between the parties on the subject matter. It supersedes all prior contracts, obligations, representations, conduct and understandings.

24.8 Governing Law

(a) The laws of New South Wales govern this agreement and the parties submit to the non-exclusive jurisdiction of the courts in New South Wales

24.9 Notices

A notice is only effective if:

(a) in writing, signed by the person or on behalf of the person giving it;

(b) addressed to the person to whom it is to be given; and

(c) given as follows to the address or email address referred to in CCT’s address for service noted in the Quotation or the Customer’s address for service noted in the Quotation as the case may be or other address notified by a party:

1. by hand;
2. sent by prepaid post; or
3. sent by email.

24.10 Receipt of Notices

A notice sent under this agreement/ deed is taken to be received, even if returned unclaimed, or if the recipient is absent from the place to which the notice is delivered:

(a) if hand delivered:

1. by 5pm on a Business Day, on that Business Day;
2. after 5pm on a Business Day, on the next Business Day;

(b) if sent by post:

1. 4 Business Days of posting if sent within Australia;
2. 10 Business Days of posting if sent from outside Australia;

(c) If sent by email, immediately when sent, unless a notification of delivery failure is received within 120 minutes of the email being sent.

CCT defines our ticket PRIORITY levels as follows:

• Priority 1 (P1) – A complete business down situation. The client is unable to operate.
• Priority 2 (P2) – A major component of the client’s ability to operate is affected. Some aspects of the business can continue but it’s a major problem.
• Priority 3 (P3) – The client’s core business is unaffected, but the issue is affecting efficient operation by one or more people.
• Priority 4 (P4) – The issue is an inconvenience or annoying but there are clear workarounds or alternates.
• Priority 5 (P5) – The issue is a background or planned task and will be addressed when time permits or on the planned date.

For CCT IT support we undertake the following response commitments:

• Priority 1 Less than 1/2 hour to respond
• Priority 2 Less than 1 hour to respond
• Priority 3 Less than 4 hours to respond
• Priority 4 Less than 16 hours to respond
• Priority 5 Less than 24 hours to respond

Impact/Urgency Matrix: