Version: 2.0
Status: Approved
Date: July 2026
GENERAL
1. DEFINITIONS 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 Static Computers the following words have the following meanings:
“After Hours” means from 5:00pm to 9am the following Business Day
“Business Hours” and “Business Days” means 9:00am to 5:00pm Monday to Friday 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 and any other document incorporated by or into these general terms and conditions;
“Goods” means any goods sourced by Us or provided by Us in connection with any such goods including computer hardware and Software and any goods or services provided in connection with any of those things;
“GST” has the meaning given to it under A New Tax System (Goods and Services Tax) Act 1999 (Cth)
“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 Our absolute discretion without notice to You;
“Public Holidays” means any day that is a public holiday throughout New South Wales
“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 meruit 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 16.2;
“Return/Cancellation Fee” means a fee charged pursuant to clause 11.5 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 Static Computers PTY LTD ABN: 65 684 937 791 and its heirs, successors and assigns;
“Work” means anything We may do, provide, customise, 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 Parliament, Statute or Regulation shall include any amendment currently in force at the relevant time and any Act of Parliament, Statute or Regulation enacted or passed in substitution therefore;
- 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 AUD;
- A reference to time is to Sydney Australia Time (AEST/AEDT);
- 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 insolvent, 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. APPLICATIONS OF THESE CONDITIONS
These Conditions are a starting point for conversations only, and the parties agree that they do not constitute a “standard form contract” under the Competition and Consumer Act 2010 (Cth). The parties agree
- they have equal bargaining power in this transaction;
- that these Conditions (including the incorporated Proposal, Order, Quote and/or Plan) have been prepared bespoke for You based on discussions and the nature of the Goods and Services;
- that You may significantly amend these Conditions as required, and We will consider those amendments and negotiate in good faith;
- that You have been given the ability to negotiate these Conditions; and
- these Conditions (including the incorporated Proposal, Quote, Order or Plan) take into account specific features of the transaction with You.
Unless otherwise agreed by Us in writing, these Conditions are deemed incorporated in and are applicable to (and to the extent that any inconsistency will prevail over) the terms of every Proposal, Quote, Order, Plan, contract, or other arrangement in connection with the supply of Goods and/or Services by Us to You. We need only use reasonable endeavours to provide these Goods and Services to You.
The invalidity or unenforceability of any one or more of the provisions of these Conditions will not invalidate, or render unenforceable, the remaining provisions of these Conditions.
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 or as otherwise stated in a Quote.
4. TERMINATION
4.1 These Conditions may be terminated by either party upon ninety (90) days’ written notice to the other party.
4.2 If either party terminates these Conditions, We will assist You in the orderly termination of Services, including the timely transfer of the Services to another designated provider. You agree to pay Us for rendering such assistance at Our normal rates (including additional fees) as outlined in Our current Rate Schedule.
4.3 Should You terminate these Conditions before the end of the commitment term, You agree to pay (in addition to any fees during the period of notice) Our reasonable costs of termination, including but not limited to third-party costs, contractor costs and other ongoing committed costs.
5. REPRESENTATIONS
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 as may be already contained in the Conditions or any Quote.
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 New South Wales and the parties submit to the non-exclusive jurisdiction of the Courts of New South Wales.
8. ASSIGNMENT
8.1 Neither party may assign its rights and obligations under these Conditions without the prior written consent of the other party.
GOODS AND SERVICES
9. QUOTES
9.1 Term and effect: Quotes will only be valid for 7 days unless otherwise specified in the Quote.
9.2 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.
9.3 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.
9.4 The price in the final Quote may vary from the original request if there are 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.
9.5 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.
9.6 Once the Quote has been confirmed and converted to an Order, the Order will be subjected to these Conditions.
9.7 The typical turnaround time for a Quote request to be actioned 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.
9.8 When a special price or discount has been applied to this Quote, no other special promotion, discount or bonus offer will be applicable.
9.9 In the event that products in the Quote are subject to price and supply fluctuations that are 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.
9.10 Prices on non-stocked products are subject to price and stock fluctuations and can only be confirmed once the Quote is turned into an Order. While We endeavour to honour every price quoted, if there is a price increase that is beyond Our control, We reserve the right to increase the price as necessary.
9.11 Once a Quote has already passed the expiration date, We may cancel the Quote or estimate without having to notify or receive approval from You.
9.12 ETA information is based on an estimate given by Our vendors and cannot be held as the actual promised date.
9.13 Freight charges will be added to the Order unless otherwise stated. Any included delivery charges are estimates only.
9.14 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.
9.15 Prices are based upon the whole of the Quote, and cannot be split up.
10. ORDERS
Clauses 10.1 through 10.3 apply only to Goods and Services ordered through Our web-based ordering system. Clauses 10.4 through 10.8 apply to all Orders, however placed.
10.1 Order forms: For Goods and Services which are typically ordered via an online portal, 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.
10.2 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.
10.3 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 favour of Us to be:
10.3.1 signed by, and duly authorised by, both the person who signed the Order and the person who sent the email; and
10.3.2 duly authorised by the person on whose behalf the Order is placed or apparently placed.
10.4 Acceptance of Orders: Orders are typically placed by accepting a Quote in writing (including by email) or by executing a statement of work or similar engagement document. An Order has no effect unless and until it is accepted by Us in writing, and We may require payment in clear funds for the Order and any related freight, delivery and (where applicable) in-transit insurance costs before supply.
10.5 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.
10.6 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 of Your details.
10.7 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 despatched the relevant Goods and that such despatch often occurs the same day as the Order is placed by Us.
10.8 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.
11. PRICING AND RATES
11.1 Rates exclude Tax: All rates and amounts charged or quoted for Goods and/or Services by Us are exclusive of Tax and any other applicable taxes or government charges (unless otherwise stated in writing by Us).
11.2 Rates Schedule: You must pay for Goods and Services at the Rates set out in any applicable Order or Plan and the Rate Schedule as applicable from time to time during the provision of the Goods and/or Services.
11.3 Vary Rates: We reserve the right to vary any Rate and/or the Rate Schedule from time to time (subject to any fixed pricing for specific periods in any Plan or Order), in its absolute discretion and without notice to You.
11.4 Call-out fees: You acknowledge that call-out fees may be charged in addition to the Rates at Our absolute discretion and that the amount of the call-out fee will depend upon where the Services are provided.
11.5 Return/Cancellation Fee: Where We arrange a return or refund on behalf of You, or where an Order is cancelled by You after acceptance by Us, We may charge You a Return/Cancellation fee to cover the administration costs to Us in processing the return or refund, or in processing the Order, the cancellation and any refund. We may deduct the Return/Cancellation fee from out of any moneys otherwise due to be refunded to You by Us.
11.6 Expenses: You must pay any out of pocket expenses incurred by Us in providing the Services to You in addition to the Rates, charges and call-out fees, upon written demand. Such expenses will include travel costs, flights, car hire, petrol, insurance, taxi fares, accommodation and related meal allowance, tolls and car parking expenses. Where appropriate, We will obtain prior written authorisation from You before such expenses are incurred.
11.7 Separate charges for Goods and Services: We may in Our absolute discretion charge for Goods separately from Services or may charge for Goods and Services together.
11.8 Calculation of increments: Where a charge is calculated based on increments of time, e.g. 1 hour or 30 minutes, We will charge the applicable rate for the whole increment of time even if Work is done during part of, but not for the whole of, that increment of time.
11.9 Change in underlying costs: Without prejudice to any other rights of Ours under these Conditions, where there is any increase in the underlying costs incurred by Us in connection with the supply of Goods or Services to You, We may, in Our absolute discretion, vary any of Our Rates.
11.10 Pre-Paid Blocks of Service: Where You agree to buy Pre-Paid Blocks of Service during a Period, payment must be made in advance for the Pre-Paid Blocks of Service at the rate applicable pursuant to the Rates Schedule for all Services. Each such rate being less any discount agreed in writing between Us and You in respect of the Pre-Paid Blocks of Service. Services included in a Pre-Paid Block of Service rate during the Period:
11.10.1 are calculated in accordance with the applicable minimum time periods and increments set out in the Rates Schedule; and
11.10.2 are only provided by Us during the applicable Period. Where Services are provided for a specified Period:
11.10.2.1 the Services remaining unused for that Period cannot be rolled over into any subsequent Period; and
11.10.2.2 We are not liable to refund, reimburse, pay damages or otherwise compensate or indemnify You in respect of those unused Services.
12. SERVICES AND PLANS
12.1 Service and Plan Variations: Currently, We offer the Services and Plans referred to in the Rates Schedule and any Plan Schedule. We may withdraw the provision of, or vary the scope or terms of, or add to or change, the Services without notice to You, from time to time in Our absolute discretion.
12.2 Copies on Request: We will provide You with a copy of the current Rates Schedule upon request. Plan Schedules are tailored for particular Plans and are available to clients participating in the Plan.
13. CONTRACTING AND USE OF VETTED THIRD PARTIES
13.1 We may subcontract any or all of the Services to be performed, but shall retain prime responsibility for the Services under these terms.
13.2 Vetted third parties: We may engage vetted third parties (including subcontractors and service partners) to assist in, or to ensure continuity of, the delivery of Goods and Services when required.
13.3 Responsibility: Any third party engaged under this clause 13 is bound by confidentiality and information security obligations equivalent to those We owe You under these Conditions, and We remain fully responsible for the Goods and Services delivered to You.
14. DELIVERY, TITLE AND RISK
14.1 Delivery liability: We will use all reasonable endeavours to despatch Goods and Services by the due date, but do not accept any liability for non-delivery or failure to deliver on time where this is caused by circumstances beyond the reasonable control of Ours, including, for example, due to failures in supply to Us or delays caused by third parties, such as delivery companies or manufacturers. Any delay or additional difficulty in delivery of Goods or provision of Services that is caused partly or wholly by You will require that You provide a reasonable extension of time and/or a reasonable increase in fees given the circumstances.
14.2 Availability to accept delivery: You must be available to accept the Goods at Your nominated delivery address during Business Hours unless otherwise arranged.
14.3 Passing of Risk: Delivery is deemed to take place when the Goods are delivered to Your nominated address, whereupon risks of loss, breakage and all damage and all other risks pass to You. Nothing in this clause 14.3 will affect the title to the Goods.
14.4 Obligation to insure: You will ensure that Goods are adequately insured from the time of delivery under clause 14.3.
14.5 Retention of Title: Until We receive full payment in cleared funds for any money due to Us by You on any account or for any reason:
14.5.1 title to, and property in, Goods supplied to You remain vested in Us and does not pass to You;
14.5.2 You must hold those Goods as fiduciary bailee and agent for Us and must not sell them;
14.5.3 You must keep those Goods separate from other goods and maintain the Goods and their labelling and packaging intact;
14.5.4 Where You sell the Goods in breach of these Conditions, You are required to hold the proceeds of any sale of those Goods on trust for Us in a separate account (however any failure to do so will not affect Your obligation to deal with the proceeds as trustee and remit them to Us);
14.5.5 We may, without prior notice, enter into any premises where We reasonably suspect those Goods may be, take possession of those Goods and sever and remove those Goods (notwithstanding that they may have been attached to other goods which are not Our property) and for this purpose, You hereby irrevocably authorise and direct Us (and Our employees and agents) to enter into such premises as its duly authorised agent and You hereby indemnify and hold harmless Us from and against any costs, claims, allegations, demands, damages or expenses or any other acts or omissions arising from or in connection with, such entry, repossession or removal.
14.5.6 You irrevocably appoint Us as Your attorney to do anything We consider necessary in order to enter such premises and repossess the Goods as contemplated by this clause 14.5.
15. RETURNS AND CLAIMS FOR GOODS AND SERVICES
15.1 General Returns Policy: Notwithstanding anything in these Conditions, You acknowledge that We supply Goods subject to all applicable conditions, including returns and claims policies, of any relevant manufacturer or supplier. You will accept Goods subject always to these Conditions and the terms of such conditions and will indemnify and hold Us harmless in respect of any further or other obligation or any failure or default on the part of that manufacturer or supplier.
15.2 Customised Goods not returnable: Where Goods have some element of customisation for You, are supplied pursuant to an Order for Goods that is in the opinion of Ours special or unusual, the Goods are obtained from overseas, the Goods are obtained from a supplier who is no longer trading, or the Goods are otherwise not readily returnable by Us to the manufacturer or supplier or any related Services may not be cancelled, You may not return the Goods to Us or cancel the related Services.
15.3 Duty to inspect: You will inspect all Goods immediately upon their delivery. Within 7 days of such delivery, You may give written notice to Us of any matter or thing, by reason of which You might wish to return the Goods, ask for a refund, or make a claim. If no such notice is given on time, You will accept the Goods without any such return, refund or claim.
15.4 Return Condition: Where You are entitled to return Goods under these Conditions, You must return the Goods in their original condition and unopened, provided always that, upon opening the packaging it becomes apparent that the Goods are different to what is described on the packaging or that the Goods are faulty, the Goods may be returned.
15.5 Return costs: You will pay all costs and expenses incurred by Us in arranging the return of the Goods to a manufacturer or supplier and/or the cancellation of any related Services unless that manufacturer or supplier pays such costs.
15.6 Consequences of use, installation, customisation or sale: You will indemnify and hold Us harmless in respect of all allegations and claims in respect of Goods once such Goods have been used, installed, customised or re-sold by You (without prejudice to the recourse of such a customer to the manufacturer of the Goods).
16. COMPUTER UTILITY, FUNCTIONALITY AND FITNESS FOR PURPOSE
16.1 Service limitations given the science of computing: You acknowledge that reasonable provision of the Services may involve trial and error and that novel or unknown circumstances may require experimentation to resolve. In particular, You acknowledge that the Services may involve tests, troubleshooting, advice and recommendations that may prove incorrect or inappropriate, particularly in an attempt to cure a problem You are having. While We will make what We consider (in Our absolute discretion) to be all reasonable endeavours to provide appropriate tests, troubleshooting, sound advice and good recommendations in order to assist You, You will always indemnify and hold Us harmless in the provision of Our Services to You.
16.2 Reasonable Assistance Limits: We are only obliged to provide what We consider, in Our absolute discretion, to be reasonable assistance in the circumstances (including with the installation and customisation of new Software or hardware for You or any other Work) under any Plan and You will pay for additional Work at the Rates unless otherwise agreed. Without limiting the discretion We have to determine what reasonable assistance is, normally, reasonable assistance is limited to Work done during Business Hours over a period of time not exceeding any Period that We have allowed for the Work or have estimated the Work will take, whether or not notice of the time allowed or estimated is given by Us to You.
16.3 Recommendations, suitability, functionality and fitness for purpose: The parties acknowledge that:
16.3.1 We may recommend that You purchase Goods provided by third parties from time to time;
16.3.2 recommendations may be made in situations where You have made known to Us the purpose for which the Goods will be used or some function sought to be fulfilled;
16.3.3 You acknowledge that We have no control over many factors involved with the suitability, function or fitness for purpose of Goods in an existing or new computer environment, e.g.
16.3.3.1 the compatibility or ability of the Goods or Services to fit into or perform to expectations in the receiving computer/internet environment; or
16.3.3.2 the behaviour of third-party supplier, e.g. in relation to support;
16.3.4 You acknowledge that for a whole number of reasons outside of Our control, the Goods may fail to meet Your expectations, may not turn out to be fit for all or any of the purposes sought, may not be suitable or may not function properly in all or any respects;
16.3.5 You acknowledge that the Services provided by Us may involve the very task of seeking to customise Goods so they may be fit for particular purposes and that customisation may be a very substantial project in itself;
16.3.6 Accordingly, You will accept the sole responsibility for, and indemnify and hold Us harmless in respect of:
16.3.6.1 decisions as to whether or not to follow recommendations by Us;
16.3.6.2 decisions as to whether or not to purchase or customise Goods or obtain Services for that or any other purpose; and
16.3.6.3 any failure or defect in suitability, function or fitness for purpose of any Goods and/or Services, including a responsibility to obtain Your own independent advice or a second opinion from a suitably qualified person;
16.3.7 Where We provide Services with a view to achieving Your purposes, suitability, function or fitness for purpose (whether expressed, agreed or otherwise), You must pay for those Services on time without any set-off or counter-claim, whether or not We are able to achieve any of such purposes, suitability, function or fitness for purpose, provided always that We have acted in good faith and have made what We consider, in Our absolute discretion, to be reasonable endeavours to achieve those outcomes.
16.4 Testing Procedures: You will follow Our instructions with regard to testing or troubleshooting any problems and if these do not resolve the outstanding problems, We will, subject to these Conditions, allocate such resources as We consider reasonable in the circumstances towards their resolution.
17. FORCE MAJEURE
17.1 Force Majeure: Neither party will be liable for any breach of contract due to any matter or thing beyond its control (except for an obligation to pay fees), including but not limited to failures by third parties to supply goods, services or transport, stoppages, transport breakdown, fire, flood, earthquake, acts of God, strikes, lock-outs, work stoppages, wars, riots or civil commotion, intervention or public authority, explosion or accident.
18. PRODUCT SPECIFICATIONS
18.1 Alterations to Specifications: We make every effort to supply the Goods in accordance with the Order however We may supply alternate Goods subject to minor variations in actual dimensions and specifications where these are changed by the manufacturer of the Goods after the Order date and before delivery.
18.2 Substitute Goods: If We cannot supply the Goods ordered by You, We may supply alternate Goods of equal or superior quality provided however that You will not pay a higher price than the price quoted or otherwise agreed for the Goods ordered.
19. WARRANTIES
19.1 Reliance on Manufacturer’s Warranty: You will rely on the warranties provided by the manufacturer of Goods supplied by Us (where applicable) and will deal directly with such manufacturer rather than Us for all claims covered by such warranties.
19.2 No claim for manufacturer’s default: You indemnify and hold Us harmless in respect of the performance or otherwise, by any manufacturer of Goods supplied to You by Us, of any of the obligations of such manufacturer in respect of such Goods. This includes any damages or monetary claims due to You arising under or in connection with, any breach by the manufacturer of any of the manufacturer’s warranties in respect of the Goods.
20. LIABILITY
20.1 Exclusion: Except as specifically set out herein and so far as may be permitted by law, any term, condition or warranty in respect of the quality, fitness for purpose, condition, description, assembly, manufacture, design or performance of the Goods or Services, whether implied by statute, common law, trade usage, custom or otherwise, is hereby expressly excluded.
20.2 No liability for program or data loss: You indemnify and hold Us harmless in respect of any allegation, claim, loss or expense of Yours or any third party for any program or data loss or damage suffered by You or that third party arising directly or indirectly from the supply of the Goods or Services by Us to You. You acknowledge You are solely responsible for backing up Your programs and data in order to mitigate Your own potential loss of programs and data and We will not be liable for any failure to backup Your systems, whether that backup is to be held by Us, You or a third party.
20.3 Limit on consequential damage: You indemnify and hold Us harmless in respect of any allegation or claim as to any indirect or consequential losses or expenses suffered by You or any third party, howsoever caused, including but not limited to loss of turnover, profits, business or goodwill or any liability to You or any third party.
20.4 Limit on damage from a failure in supply: You indemnify and hold Us harmless for any allegation or claim for loss or damage by You or a third party where We have failed to meet any delivery date or cancelled or suspended the supply of Goods or Services.
20.5 General limit on liability: Except as otherwise expressly stated in these Conditions, We are not liable for any loss or damage of any kind however caused (including, but not limited to, by the negligence of Us) which is suffered or incurred by You in connection with:
20.5.1 Goods or Services provided to You or any Work;
20.5.2 these Conditions;
20.5.3 Your use of Our website (including the use of a credit card or other debit device) or any linked website;
20.5.4 the non-availability of Goods or Our Services for any reason;
20.5.5 any act or omission of Ours or the provision of inaccurate, incomplete or incorrect information by You, or
20.5.6 for any other reason whatsoever.
20.6 Limitation options: To the extent that any legislation implies a condition or warranty that cannot be excluded but can be limited, clause 20.5 does not apply to that liability and Our liability for any breach of that condition or warranty is limited to Our doing any one or more of the following (at its election):
20.6.1 replacing the Goods or supplying equivalent Goods, Services or Work;
20.6.2 repairing the Goods or the Work;
20.6.3 paying the cost of replacing the Goods or the Work or acquiring equivalent Goods, Services or Work; or
20.6.4 paying the cost of having the Goods or the Work repaired.
20.7 Trustee party limitation of liability: Where a party enters into these Conditions as trustee of a trust, except where expressly stated otherwise:
20.7.1 a liability of the party arising under or in connection with these Conditions is limited to and can only be enforced against the trustee party only to the extent to which it can be satisfied out of any assets of the trust by the trustee party exercising its right of indemnity set out in the trust deed. This limitation of the trustee party’s liability applies despite any other provision of these Conditions.
20.7.2 no person may sue the trustee party in any capacity other than as trustee of the trust, including seeking the appointment of a receiver (except in relation to property of the trust), a liquidator, an administrator or any other similar person to the trustee party or prove in any liquidation of or affecting the trustee party (except in relation to the property of the trust).
20.7.3 each party other than the trustee party waives their rights and releases the trustee party from any personal liability in respect of any loss or damage that it may suffer as a consequence of a failure of the trustee party to perform its obligations under these Conditions, which cannot be paid or satisfied out of any assets of the trust.
20.7.4 no attorney, agent or delegate appointed in accordance with these Conditions has the authority to act on behalf of the trustee party in any way that exposes the trustee party to any personal liability.
20.8 Laws still apply: Nothing in these Conditions is to be interpreted as excluding, restricting or modifying or having the effect of excluding, restricting or modifying the application of any State or Federal legislation applicable to the supply of the Goods or Services which cannot be excluded, restricted or modified.
20.9 Severance: If any provision contained in the Conditions is unlawful, invalid or unenforceable, those provisions may be severed without prejudice to the validity and enforceability of the remaining provisions of the Conditions.
21. ERRORS AND OMISSIONS
21.1 We make every effort to ensure that all prices and descriptions quoted are correct and accurate. In the case of an error or omission, We may rescind the affected contract by written notice to You, notwithstanding that We have already accepted Your Order and/or received payment from You. Our liability in that event will be limited to the return of any money You have paid in respect of the Order.
OUR RESPONSIBILITIES
22. PRIVACY STATEMENTS AND YOUR RIGHTS
22.1 Privacy Policy: We collect, hold, use and disclose personal information in accordance with Our Privacy Policy, published at staticcomputers.com/privacy-policy, and with the Privacy Act 1988 (Cth), including the Notifiable Data Breaches scheme.
22.2 We are collecting Your personal information for the fulfilment of Quotes, Orders and the provision of Goods or Services to You (including the provision of backups) and it may retain and use it for any such purposes (“Authorised Purposes”).
22.3 You are required to provide Your personal information to Us for Authorised Purposes. You indemnify Us and hold Us harmless for any claim from You or a third party that You have not sought sufficient consents or otherwise met all requirements of any applicable privacy laws (including but not limited to the Privacy Act 1988 (Cth)) applicable to any personal information We receive.
22.4 We may disclose Your personal information to other persons for the purposes of the fulfilment of Quotes, Orders and Work for You or in order to provide Goods or Services to You, to verify the information You provide, for enquiries about Goods or Services that may be suitable for Your purposes, or to confirm Your requirements, to anyone proposing to supply Goods or Services to You, or to acquire Goods or Services on Your behalf, or in respect of enquiries relating to any of the foregoing.
22.5 Otherwise We will not disclose Your personal information without Your consent unless authorised by law.
22.6 Your personal information will be held in secure systems operated by Us or Our vetted service providers, as described in Our Privacy Policy, and You can contact Us to request to access or correct it.
22.7 We rely on You to submit correct information and details where requested. You accept that You may incur additional expenses if You submit incorrect information.
23. INFORMATION SECURITY AND INCIDENT NOTIFICATION
23.1 Information security management: We maintain an information security management system aligned with ISO/IEC 27001 and apply appropriate technical and organisational measures to protect Your data and the Services, including access control, multi-factor authentication, encryption, security monitoring and backups.
23.2 Incident notification: Where We confirm a security incident that materially affects Your data or the Services We provide to You, We will notify You without undue delay and in any event no later than seventy-two (72) hours after confirmation, provide You with the details then known to Us, and keep You informed of the progress of remediation.
23.3 Legal obligations preserved: Nothing in this clause 23 limits either party’s obligations under applicable law, including the Notifiable Data Breaches scheme under the Privacy Act 1988 (Cth).
24. DATA RETENTION, RETURN AND DELETION
24.1 Retention: We retain Client data in accordance with Our published Data Retention Policy. Records that We are required by law to retain (including financial records) are kept for a minimum of seven (7) years.
24.2 Return of data: On termination of the Services, You may request the return of Your data in a standard machine-readable format within thirty (30) days of the termination date. Assistance with the return of Your data is charged at Our standard Rates in accordance with clause 4.2.
24.3 Deletion: Following that thirty (30) day window, or completion of any requested return of data, We will securely delete Your data from Our production systems within ninety (90) days, except where We are required by law to retain it. Copies of Your data held within backup sets are deleted as those backups cycle out in accordance with Our retention schedule.
24.4 Confirmation of deletion: Written confirmation of deletion is available on request.
25. OUR WEBSITE
25.1 We make no representations or warranties in relation to information available on Our website, including without limitation:
25.1.1 that the information on Our website is complete or correct;
25.1.2 that Our website will be continuously available or free from any delay in operation or transmission, virus, communications failure, internet access difficulties or malfunction in hardware or software; and that We endorse any internet site linked to Our website or any third party products or services referred to on Our website.
26. INSURANCE COVERAGE
26.1 We will maintain at Our own expense public liability insurance for personal injury and property damage with cover of not less than twenty million dollars ($20,000,000), and professional indemnity insurance with cover of not less than two million dollars ($2,000,000). At Your request We will provide You with certificates of currency evidencing such coverage within thirty (30) days of commencing the engagement under these Conditions, at every renewal and at other times as may be reasonably requested by You.
YOUR RESPONSIBILITIES
27. LODGING OF SERVICE REQUESTS
27.1 In order for Us to provide You with the agreed Service, You agree to follow Our process for lodging of Service Requests as outlined in Appendix A.
28. ACCESS TO SYSTEMS, SITES AND PEOPLE
28.1 In order to provide You with the agreed Service, You agree to give Us access to various items of Yours including but not limited to, equipment, people and sites as and when required. You agree You hold all relevant certifications, consents, licences or otherwise comply with all relevant laws to allow Us to complete the Works under these Conditions.
28.2 You agree to allow Us to install Software on Your Equipment that allows Our technicians to access Your systems at any time. This Software allows Us to view system statuses, send monitoring information, see users’ desktops and control Your PCs. This may require that devices are left on overnight or on weekends.
29. YOUR SECURITY OBLIGATIONS
29.1 Security controls: You must implement and maintain the security controls that We recommend or implement for You (including multi-factor authentication), keep Your systems and Software vendor-supported and patched, safeguard the credentials issued to You or Your personnel, and not bypass, disable or degrade security controls We have put in place.
29.2 Reporting and approvals: You must promptly report to Us any suspected security incident affecting systems We manage, and provide timely approvals for security-related changes We recommend.
29.3 Liability for declined or unactioned recommendations: To the maximum extent permitted by law, We are not liable for any loss or damage to the extent that it arises from Your failure to implement or maintain a security control or recommendation that We documented and You declined or did not action, or from Your direction to retain hardware or Software that is no longer supported by its vendor.
30. THIRD PARTY AUTHORISATIONS
30.1 At times We may need to contact Your third-party providers on Your behalf, such as Your internet provider. Some of these providers may require Your authorisation for Us to deal on Your behalf. It is Your responsibility to ensure that We are able to deal freely with these providers.
31. PAYMENT, LATE PAYMENT AND DEFAULT
31.1 Payment due date: All invoices issued to You are due and payable to Us within the terms stated on the invoice (unless otherwise agreed in writing), by cash, cheque, credit card or direct deposit in accordance with these Conditions and in the way set out in the Invoice.
31.2 14 days late: Where You fail to pay an invoice within fourteen (14) days of the due date (or other date stated on the invoice), We may, in Our absolute discretion and without prior notice, suspend or discontinue the supply of Goods and/or Services to You.
31.3 Recoveries: All legal and other costs and expenses incurred in connection with the recovery of late payments will be added to the amount due by You to Us and will be recoverable from You, in addition to the original invoice cost. If You default in payment of any invoice on time, money which would have become due by You at a later date shall be immediately due and payable without any further notice to You. Collectively, all of these moneys are referred to in these Conditions as a “Sum Due”.
31.4 Interest: If payment of any Sum Due is not made on time, We will charge interest daily on the Sum Due at the maximum rate allowed by law, calculated and charged daily on and from the due date until the Sum Due is paid in full.
31.5 Application of funds: All payments of the Sum Due made by You to Us will be applied as follows:
31.5.1 first in or towards payment of any costs (including legal costs), charges, expenses or outgoings paid by Us in relation to any dishonoured cheque fees, collection costs or any other action taken by Us for the recovery of any amounts owing by You to Us;
31.5.2 secondly, in or towards payment of any interest due or payable hereunder, and
31.5.3 thirdly, in or towards payment of Your debts to Us in order from the longest standing due to the most recently incurred.
31.6 Security: We may require You to provide security over Your property (including the Goods or any other property of Yours) as collateral to be held as security for any Sum Due or as a condition precedent to the continuation of supply of Goods or Services by Us to You.
31.7 Payment arrangements: In the event that a repayment arrangement is made in relation to any Sum Due and the supply of Goods or Services is resumed, but then a repayment due under that arrangement is not made on time, We may, in Our absolute discretion and without prior notice, again suspend or discontinue the supply of Goods or Services to You.
31.8 Power of Attorney: You hereby irrevocably appoint Us as Your attorney to do anything We consider fit for the recovery of the Sum Due or the creation, perfection or enforcement of any collateral held or to be held as security for any Sum Due.
31.9 Other remedies: We may exercise any of Our rights and remedies including taking legal action against You for the recovery of any moneys due to Us, notwithstanding it may have exercised other rights under these Conditions.
32. NON-SOLICITATION OF CLIENTS AND EMPLOYEES
32.1 You agree that employees are one of Our most valuable assets, and policy and professional ethics require that Our employees not seek employment with, or be offered employment by You during the course of engagement and for a period of two (2) years thereafter (or the maximum amount permissible by a Court).
32.2 You agree that Our damages resulting from breach of this clause 32.1 would be impracticable and it would be extremely difficult for Us to ascertain the actual amount of damages. Therefore in the event You violate this provision, You agree to immediately pay Us 100% of the employee’s total annual salary, as liquidated damages and We shall have the option to terminate these Conditions without further notice or liability to You. The amount of liquidated damages reflected herein is not intended as a penalty and is reasonably calculated based upon the projected costs We would incur to identify, recruit, hire and train suitable replacements for such personnel.
33. SOFTWARE
33.1 All Software licences are the responsibility of You and not that of Us. It is the duty of Yours to store all licences for all Software used, so that they can be reproduced if and when required. This includes all Software installed by Us.
33.2 You indemnify and hold Us harmless against any claim, allegation, loss, damage or expense arising directly or indirectly from:
33.2.1 any unauthorised Software use by You;
33.2.2 any breach of any Software licence in respect of Software provided to Us by You to be installed on one of Your computers;
33.2.3 otherwise as a result of Us installing Software at Your request where You are not authorised to use the Software; and
33.2.4 any problem, defect or malfunction associated with any Software (or related services) supplied by third parties.
33.3 All copyright in custom software remains the sole property of Ours unless alternate arrangements are made as part of a separate software agreement.
34. COPYRIGHT AND CONFIDENTIALITY
34.1 Warranty and breach: You warrant that any confidential or copyright information or intellectual property (of any kind and in any form held) or provided by You to Us belongs to You. In the event of any breach of this warranty, You will pay all sums due to Us as if such warranty had not been breached (and regardless of any non-performance of any obligation by Us on account of or in connection with the breach of such warranty). You indemnify and hold Us harmless in respect of any allegations, claims, loss, costs or expenses in connection with such breach of warranty by You.
34.2 Retention of title: All copyright and other intellectual property rights in any Work created, commissioned or acquired by Us in the course of the supply of Services by Us to You will be the exclusive property of Ours unless otherwise agreed in writing by Us and You.
34.3 Confidential Information: We acknowledge that in the course of providing Services to You, We may learn from You certain non-public personal and otherwise confidential information relating to You, including Your customers, consumers or employees. We shall regard any and all information We receive which in any way relates or pertains to You, including Your customers, consumers or employees as confidential.
34.4 You also acknowledge that all information and Services, consulting techniques, proposals, and documents disclosed by Us or which comes to Our attention during the course of business and provided under this agreement constitute valuable assets of, and confidential and/or proprietary information to Us. As such, both parties shall take all commercially reasonable steps to not disclose, reveal, copy, sell, transfer, assign, or distribute any part or parts of such information in any form, to any person or entity, or permit any of its employees, agents, or representatives to do so for any purpose except unless permitted in writing by the disclosing party or as required by applicable law.
34.5 Mutual obligations: The confidentiality obligations in these Conditions are mutual and bind each party equally in respect of the other party’s confidential information. Confidential information expressly includes credentials, passwords, system configurations, network documentation and security information, in whatever form held.
34.6 Engaged persons: We will ensure that any person We engage in connection with the Services (including subcontractors and service partners) is bound by confidentiality obligations equivalent to those We owe You under these Conditions.
34.7 Survival: The obligations in this clause 34 survive the termination or expiry of these Conditions indefinitely.
APPENDIX A
SERVICE REQUEST LODGEMENT PROCESS
When you contact us to lodge a service request only the methods below must be used:
| Method | Details |
| Phone | 1300 366 638 |
| support@staticcomputers.com | |
| Web Portal | https://support.staticcomputers.com |
Include a short description of the problem and any screenshots of errors to assist in the resolution of the issue.
If the issue is being lodged by either phone or external email you must include your name, company and return contact details.
| ⚠️ IMPORTANT: Service Requests must not be lodged directly with technicians, as this detracts them from resolving the current issue. |
SERVICE REQUESTS OUTSIDE OF OUR BUSINESS HOURS
| ℹ️ NOTE: Service Requests that must be addressed outside of Business Hours must be lodged by phone (charges apply for After Hours work). If not, the Service Request will be viewed on Our next Business Day. |
CRM email marketing terms of service
Introduction
Welcome to Static Computers’ CRM Email Marketing Services. These Terms of Service (“Terms”) govern your use of our email marketing platform and are compliant with New South Wales (NSW) and Australian laws. These Terms are distinct from our Managed IT Services Terms, which are available upon request.
1. Definitions
- “Service”: Refers to the CRM Email Marketing services provided by Static Computers.
- “Client”: The entity using Static Computers’ CRM Email Marketing Services.
- “We”, “Us”, “Our”: Refers to Static Computers.
2. Acceptance of Terms
By using our Service, you agree to comply with and be bound by these Terms. If you do not agree with these Terms, you should not use our Service.
3. Compliance with Laws
- 3.1 NSW and Australian Laws: The Client agrees to comply with all applicable local, state, and federal laws, including the Spam Act 2003 and the Privacy Act 1988.
- 3.2 Consent and Unsubscribe: The Client must obtain consent from all recipients before sending emails and provide an option to unsubscribe in every email.
4. Service Description
We provide tools to facilitate email marketing campaigns, including list management, email design, and analytics.
5. Prohibited Uses
- 5.1 SPAM: The Service may not be used for sending unsolicited emails.
- 5.2 Illegal Content: The Client agrees not to send materials that are illegal, obscene, defamatory, or otherwise objectionable.
6. Data Protection and Privacy
- 6.1 Data Security: We implement industry-standard security measures to protect personal data.
- 6.2 Data Usage: Personal data collected will only be used for providing the Service in accordance with Our Privacy Policy.
7. Term and Termination
- 7.1 Termination by Client: The Client may terminate the Service with written notice.
- 7.2 Termination by Us: We reserve the right to terminate service immediately upon breach of these Terms.
8. Limitation of Liability
To the extent permitted by law, Static Computers will not be liable for any indirect, incidental, or consequential damages arising from the use of the Service.
9. Indemnification
The Client agrees to indemnify and hold Static Computers harmless from any claims, losses, or damages arising out of the Client’s use of the Service.
10. Governing Law
These Terms shall be governed by the laws of New South Wales and Australia.
11. Amendments
We may amend these Terms at any time and will notify the Client of any significant changes.
12. Separate Terms for Managed IT Services
Please note that the services covered by these Terms are solely related to our CRM Email Marketing and do not include our Managed IT services. The Terms specific to our Managed IT services are available upon request.
For further queries or to request our Managed IT Services Terms, please contact us at: privacy@staticcomputers.com or 1300 366 638
By ensuring structured and compliant services, we aim to support your business’s communication needs professionally and effectively. Your adherence to these Terms will ensure smooth service delivery and compliance with the regulatory landscape in Australia.