Terms and Conditions

These terms and conditions are to be read in conjunction with the Critical information summary of the stated plan.

The Acceptance Procedure for this Contract and SOW has two parts:

Interim approval of deliverables accomplished during the implementation.

Final approval of the entire project. The deliverables as well as the Acceptance Criteria for this SOW are listed, above, in the Scope of SOW Section of this SOW.

The steps to be taken for interim approval or specific approval of a specific deliverable are:

The vioteck Technical Engineer will complete the following portions of the Acceptance Statement and deliver it with the deliverable to the Customer Project Manager or designated lead individual:

    1. Customer: (Customer Name to include the name of the Customer’s Project Manager)
    2. Project Name: (Name of the Project Defined in the Scope of SOW Section of the SOW)
    3. Deliverable Product / Event: (This item must track the Deliverable and Acceptance Criteria defined in the Scope of SOW Section of the SOW)
    4. Signature: (The Project Manager will sign and date Acceptance Statement. This date will be the
    5. date that the Deliverable was delivered to the Customer Project Manager or Lead Individual.)

The Customer Project Manager/ Lead Individual must approve or disapprove the Acceptance Statement within five (5) working days.

If the Acceptance Statement is not approved or disapproved by the Customer Project Manager/Lead Individual within five (5) working days, then the deliverable is approved. Approvaland disapproval actions are defined below:

    1. Approval of Solution:
    2. Complete approval is indicated with the Customer Project Manager/ Lead Individual’s signature on the Acceptance of Solution.
    3. If there are miner exceptions to total completion of the deliverable whose corrections will not impact completion of future actions of the project, the Customer Project Manager/ Lead Individual can sign the Acceptance of Solution but list those exceptions to be corrected prior to final approval. (NOTE: Exceptions must be in keeping with the Acceptance Criteria defined in the Scope of SOW Section of this SOW.)
    4. Disapproval of the Approval of Solution:
    5. The Customer Project Manager or Lead Individual must provide disapproval within five (5) working days. Within Five (5) working days means that the disapproved Acceptance Criteria is delivered to the vioteck Technical Engineer in writing within Five (5) working days from receipt of the Approval of Solution by the Customer Project Manager or Lead Individual.

The Customer Project Manager or Lead Individual must indicate the specific reasons that the deliverable does not conform to the Acceptance Criteria in the “Not Accepted, Give Reasons” section of the Approval of Solution.

Addressing Remedy:

The vioteck Technical Engineer has Five (5) working days to present a “course of actions” to address the reasons for disapproval of the Acceptance Statement.

    1. The vioteck Technical Engineer will implement this “course of actions” and then initiate Acceptance Statements actions again.

Appendix C vioteck Services Terms and Conditions:

Charges for the services to be performed by vioteck Pty Limited. (“vioteck”) under this Agreement (“Services”) will be invoiced by vioteck to the customer at the date of commencement, or as otherwise agreed. Customer will make payment for Services and vioteck’s reasonable expenses, within 14 days of invoice date for capital purchases. For all other services the customer will make payment in 30 days. Any amounts not paid when due will be subject to a finance charge at the rate of 1.5% per month or the highest rate permitted by applicable law, whichever is lower, commencing on the date such amount becomes overdue.

vioteck reserves the right to suspend and or terminate the services of the customer if they fail to pay outstanding payments after 90 days.

vioteck’s rights and obligations with respect to the Services are as follows:

    1. vioteck will provide Services within a reasonable time, subject to the availability of qualified personnel and the scope of’ the Services to be provided. Estimated start and finish dates are vioteck’s good faith estimates, and do not constitute representations or warranties that the Services will commence or end on any particular dates.
    2. vioteck may reassign and substitute personnel at any time.
    3. Services supplied by vioteck under this Agreement are provided to assist Customer. Customer, not vioteck, will be responsible for determining objectives and providing sufficient guidance to vioteck to enable vioteck to obtain the desired results.
    4. Any ideas, concepts, inventions, know-how, data-processing techniques, software or documentation developed by vioteck personnel (alone or jointly with Customer) in connection with Services provided to Customer will be the exclusive property of vioteck, except to the extent that such items are a derivative of Customer’s property. vioteck grants Customer a non-exclusive, royalty-free, non-transferable (without right to sublicense) license to use the software or other proprietary rights in Services developed under this Agreement. vioteck may provide Customer with specific, customised or unique suggestions or information as part of the Services developed by vioteck, which suggestions or information do not have application to other customers of vioteck (the “Customer-Owned Information”). vioteck will identify all Customer-Owned Information and furnish that information to Customer subject to the qualifications set forth in this Agreement, and vioteck will have no right, title or interest in the Customer-Owned Information.

All Services, including any documentation, publications, software programs or code, and other information provided by or on behalf of vioteck to Customer under this Agreement are furnished on an “AS-IS” basis, without warranty of any kind, whether express or implied. Customer assumes the entire risk as to the quality, reliability, timeliness, usefulness, sufficiency and accuracy of all such Services and information. In the event that this Agreement constitutes a supply of goods or services to a consumer as defined in the Trade Practices Act 1974, as amended, or relevant State or Territory legislation (“the Acts”) nothing contained in this Agreement excludes restricts or modifies any condition, warranty or other obligation in relation to this Agreement and the goods and services to be supplied hereunder which pursuant to the Acts or any of them is applicable or is conferred on Client where to do so is unlawful, in which event vioteck’s sole liability for breach of any such condition, warranty or other obligation, including any consequential loss which Client may sustain or incur, shall be limited (except to the extent specifically set forth herein) to:

    1. in relation to goods
      • the replacement of the goods or the supply of equivalent goods or payment of the cost of replacing the goods or acquiring equivalent goods; or
      • the repair of the goods or payment of the cost of having the goods repaired; (b) in relation to services (i) the supplying of the services again; or (ii) the payment of the cost of having the services supplied again as in each case vioteck may select. Subject to the above VOITECK DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF CONDITION, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.


vioteck’s and Customer’s duties with respect to the confidentiality of their data and information are as follows:

    1. vioteck and Customer will preserve the confidentiality of data and information relating to Customer’s and vioteck’s businesses, including dat and information belonging to third parties utilized by vioteck in performing Services, which is (i) proprietary or confidential and (ii) provided to enable vioteck to perform Services (“Confidential Information”). Neither vioteck nor Customer will have any obligation to maintain the confidentiality of any data or information which (i) was in he receiving party’s lawful possession prior to the submission thereof by the owning party (ii) is lawfully obtained by the receiving party from a third party under no obligation of confidentiality, (iii) is or becomes generally known or available other than by unauthorized disclosure, (iv) is independently developed by either party, or (v) is required to be disclosed pursuant to the order of any court of competent jurisdiction.
    2. vioteck and Customer will keep all Confidential Information in confidence and will not disclose any item of Confidential Information to any person other than employees, agents, or contractors who need to know the same in the performance of their duties to the parties. The receiving party will protect and maintain the confidentiality of all Confidential Information with the same degree of care as it employs to protect its own Confidential Information, but at least a reasonable degree of care. The receiving party will be liable to the disclosing party for any non-compliance by its agents or contractors to the same extent as it would be liable for non-compliance by its employees.
    3. vioteck is not precluded from developing and marketing services or products that are similar or identical to, provide the same or similar functionality as, the Services, provided that such services or products do not use Customer’s Confidential Information or incorporate work originally created by or owned by Customer.

vioteck’s and Customer’s duties with respect to the integrity of their data and information are as follows: While vioteck will take all reasonable measures to preserve Client’s other equipment, software and data to which vioteck may have access in the course of provision of the Support Services, vioteck cannot accept any responsibility, and specifically excludes any loss or damage suffered by Client, directly or indirectly, in the event that: (a) any data is corrupted or erased for any reason; (b) any software not supplied by vioteck or vioteck Computer Inc is damaged, altered or lost for any reason; or (c) any equipment not supplied by vioteck or vioteck Computer Inc is damaged or otherwise affected for any reason as a consequence of the provision of any services provided under this Agreement or any accident occurring in the provision of the Support Services. vioteck specifically does not represent that it will be able to provide any services under this Agreement or make a product exchange without risk to or loss of programs or data. In the circumstances, Client accepts that it must: (a) backup all software and data which may be affected before and after the provision of any services; (b) disconnect any third party equipment or network devices connected to the vioteck Products to the extent practicable, in order to avoid any loss or damage arising from the provision of any services provided under this Agreement, and will indemnify and save vioteck and its employees harmless from any loss or damage howsoever arising as a result of any claim by Client or any third party as a result thereof. vioteck is not responsible for non-vioteck equipment (including accessories, attachments, modifications, and programs) that must be removed from the vioteck Products in order to diagnose and repair the vioteck Products.

vioteck will indemnify Customer against proprietary rights infringement claims as follows: (a) vioteck will defend or settle any claim against Customer that the Services delivered under this Agreement infringes a patent, utility model, industrial design. copyright, mask work or trademark, provided Customer: (i) promptly notifies vioteck in writing of the claim; and (ii) cooperates with vioteck in and grants vioteck sole authority to control the defence and any related settlement. (b) vioteck will pay the cost of such defence and settlement and any costs and damages finally awarded against Customer. If such a claim is made or appears likely to be made, vioteck may procure the right for Customer to continue using the Services, may modify the Services, or may replace the Services. If use of any of the Services is enjoined by a court and vioteck determines that none of these alternatives is reasonably available, vioteck will refund the amounts paid for the Services. (c) vioteck has no liability for any claim of infringement arising from: (i) vioteck’s compliance with any designs, specifications or instructions of Customer; (ii) modification of the Services by Customer or a third party; (iii) use of the Services in a way not specified by vioteck; or (iv) use of the Services with services or products not supplied by vioteck. (d) These terms state the entire liability of vioteck for claims of infringement by the Services.

The Customer acknowledges that vioteck may, in reliance of this agreement, provide the Customer or its Employee access to trade secrets, customers and other confidential data and good will. The Customer agrees to retain said information as confidential and not to use said information on his or her own behalf or disclose same to any third party. The Customer also agrees to take reasonable security measures to prevent accidental disclosure.

The Customer shall not own, manage, operate, consult or be employed in a business substantially similar to, or competitive with, the present business of vioteck or such other business activity in which vioteck may substantially engage during the term of agreement

This non-compete agreement shall enforced in every market the customer works in and shall be in full force and effect during the period of agreement and for 3 years following agreement termination, notwithstanding the cause or reason for termination.

This agreement shall be binding upon and inure to the benefit of the parties, their successors, assigns, and personal representatives.

Customer will have the right to terminate this Agreement upon ten (10) days written notice, after the initial term of 36 months, provided that Customer will pay to vioteck all charges for Services performed and all expenses incurred by vioteck up to the effective date of such termination. An orderly, phase-out schedule, will be mutually agreed to by Customer and by vioteck. Those sections that by their nature survive expiration or termination of this Agreement will survive such expiration or termination.

During the term of this Agreement, and for one (1) year thereafter, neither Customer nor vioteck will (a) offer employment to, or employ, an employee or contractor of the other party, either full-time or part-time; (b) hire or offer to hire an employee or contractor of the other party as a consultant, intern, trainee, or the equivalent; (c) request, cause, or induce an employee or contractor of the other party to breach any employment agreement or services contract with the other party; or (d) request, cause, or induce an employee or contractor of the other party to leave the employ of the other party.

During the term of this Agreement, vioteck shall maintain adequate Commercial General Liability, Workers’ Compensation/Employer’s Liability coverages. Evidence of such shall be provided upon request.

This Agreement constitutes the entire agreement between Customer and vioteck with respect to the Services and supersedes all prior proposals, whether written or oral, and all other written and oral communications between Customer and vioteck. No modification to the Agreement will be binding unless it is in writing and signed by Customer’s and vioteck’s authorized representatives. vioteck may use subcontractors to perform any Services. Any quote for Services will be valid for 30 days, unless otherwise specified.

This Agreement shall be governed by the law the State of South Australia.


    1. Adequate level of remote access as determined by vioteck is required.
    2. No unauthorised access to communication cabinet or vioteck system.
    3. Customer is responsible for all telecommunications negotiations Outside of vioteck responsibilities.
    4. Any devices that are supplied and installed by the customer and not forming part of the vioteck Project, then become the customers responsibility to test and support at their own expense and time. Any disruption or fault caused by the addition of the above devices to the vioteck Network may incur a cost from vioteck.
    5. The Customers IT environment on site is their responsibility including, Telephone line infrastructure and Network cabling.
    6. Any down time from your current telephone provide or future provider. Any fault found with internal cabling between building, offices and warehouse is the responsibility of the customer.
    7. Any down time from your current Internet service provide or future provider. Any fault found with internal cabling between building, offices and warehouse is the responsibility of the customer.
    8. If there is a need to use your existing IT network to run SIP traffic (Voice traffic), it is your full
    9. responsibility including router configuration and data network. vioteck, recommends, for a direct handset connection to our voice network as per specifications in vioteck’s proposal.
    10. vioteck will assist the customer in diverting their numbers, if required for a period of a month. This diversion will stay in place until ported or removed and it is the customer’s responsibility, with the support of vioteck to Port their numbers to the new supplier. During this period the customer will be billed a diversion cost per call.
    11. Porting of numbers can take between 30 – 90days. All information supplied by the customer must be correct for the port to occur, it is the responsibility of the customer to obtain all correct billing and supplier information.
    12. Cost to Port per number can range from $150.00 for a single PSTN to $899.00 for a ISDN service. Cost can be changed without warning and comes from the tel
    13. The customer is responsible for any fault due to any external or internal building infrastructure and any act that is deemed a fault due to environmental conditions Inclusive but not limited too such faults as; power failures, flooding, electrical spikes.

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