Master Services Agreement
This document sets out the Standard terms and conditions on which DaVichi Computer Services Pty Ltd [ABN 20 467 301 788] (“DaVichi Computer Services” or “DCS”) provides Services to you, the Customer. You accept these Terms and Conditions when you enter into a Full Service agreement with DaVichi Computer Services. When you have accepted these Terms and Conditions, they become a legal agreement between you and DaVichi Computer Services Pty Ltd. This MSA is to be read in conjunction with the Hosting Terms and Conditions and or the Full Service Agreement Terms and Conditions. Please read it carefully. Once you have accepted these Terms and Conditions, you can always access and review them via the DaVichi Computer Services Website and its contents are owned and operated by DaVichi Computer Services Pty Limited (“DaVichi Computer Services” or “DCS”).
1. Customer Portal
1.1 DCS Customer Portal: “Customer Portal” means a unique, live and interactive website page individualised for the Customer which the Customer may access at the DaVichi Computer Services Website after supplying its User ID and Password. When accessed, the Customer Portal will allow the customer to:
(a) Log Jobs;
(b) Access and update all outstanding Tickets in the Job queue;
(c) Print copies of Invoices
1.2 Password Access: DaVichi Computer Services will provide the Customer with User ID and Password to access the Customer Portal for the purposes specified in clause 1.1. Customer is solely responsible for maintaining the secrecy and confidentiality of its User ID and Password assigned to it or its nominated representatives and is and remains liable for any fees or charges incurred by any person accessing the Control Panel by using that User ID and Password.
2. Office Hours
2.1 Davichi Computer Services Standard office hours are Monday to Friday 8:30am – 5pm excluding Public Holidays.
2.2 Outside of business hours Davichi Computer Services operates an after hour’s phone service. Depending on your agreement calls to this service may be chargeable.
3. Payment of Fees
3.1 Payment of Hosting Fees: Customer agrees to pay the fees set out in Original Quote and such other charges and fees as may properly be incurred by it under this Agreement, including without limitation:
(a) Charges for excess data, traffic, bandwidth and/or power usage by Customer;(Unless on an Unlimited data plan) and
(b) Additional license fees charged to DaVichi Computer Services under software licenses where fees are calculated by reference to usage or number of users or mailboxes.
3.2 Usage Charges: Where applicable, Usage Charges for Bandwidth are measured by the billing data collection devices that measure data traffic at the DaVichi Computer Services router interface at the edge of the DaVichi Computer Services network, and are calculated according to the service quote accepted by Customer. In the event of a billing dispute, Customer acknowledges and agrees that it will accept these data traffic records as accurate and final records of the data traffic to which they relate.
3.3 Invoices: DaVichi Computer Services will issue and post invoices on the customer portal in accordance with its billing cycle, as from time to time notified to Customer.
(a) For fixed or recurring charges, in advance;
(b) For variable charges including Usage Charges and excess Usage Charges, Microsoft SPLA Licensing in arrears;
(c) Otherwise as notified by DaVichi Computer Services from time to time.
3.4 Billing Periods: DaVichi Computer Services will use its best endeavours to bill all charges for the relevant billing period in the invoice relating to that period. Where charges relating to that billing period arise for any reason after the invoice is issued, including without limitation late notification of a Supplier of billing errors, DaVichi Computer Services may include such charges on a later invoice.
3.5 Payment Authorities: Customer will pay all outstanding Balances either by Direct Deposit or Credit card, to its nominated account.
3.6 All customer trading terms are cash on delivery (COD) unless otherwise agreed to in writing by DCS.
3.7 Accounts are in default if payment is not received within 7 days of the due date. Accounts in default are subject to service interruption without notice, Such interruption does not relieve the Customer of the obligation to pay any outstanding balance, Accounts in default are subject to an interest charge of the lesser of 10% per month, or the maximum rate permitted by law, on the outstanding balance, The Customer agrees to pay DaVichi Computer Services its reasonable expenses, including legal and collection agency fees, incurred in enforcing its rights under this agreement.
3.8 Downgrade Fee: where the Customer requests a change to the specifications for its Services which results in lower monthly fees, and DaVichi Computer Services agrees to such request, DaVichi Computer Services may charge Customer a Downgrade Fee.
3.9 Credit Information: The Customer hereby agrees and consents to DaVichi Computer Services acquiring a credit report from any credit reporting agency containing personal information (as well as information concerning commercial creditworthiness and activities) for purpose of assessment by DaVichi Computer Services of an application for credit (whether commercial or private) or for the collection of payments which are overdue. The Customer also agrees and consents to DaVichi Computer Services reporting information to any credit reporting agency that the Customer is in default of the trading terms of this Agreement or that it has handed over collection of the Customer’s account to a collection agency.
3.10 Transaction Currency: AUD – All transactions are processed in AUD
3.11 Merchant Charge-backs: The Customer hereby agrees in the event of a Merchant Charge-back that the Customer Account which the Charge-back has occurred will be placed on Credit Hold and no further transactions will be processed until the outstanding amounts are settled. An additional fee of $25.00 per Charge-back will be applicable before Account is removed from Credit Hold. The Customer understands this may result in other services being disabled and not being renewed in event of a customer account being placed on Credit Hold.
4. Amendment of these Terms and Conditions
4.1 Amendment of Agreement: This Agreement may be amended or varied as follows:
5.1 DaVichi Computer Services may collect, use and disclose information relating to Customer for purposes related to the supply of Services, including without limitation billing and account management, business management and product development, and to the provision of information about promotions, products and services of DaVichi Computer Services, but will not use such information so as to breach any Privacy Law.
6.1 Subject to clause 6.2, any notice to be served on either of the parties by the other shall be sent by prepaid recorded delivery or registered post or by facsimile or by electronic mail and shall be deemed to have been received by the addressee within 72 hours of posting, next business day if sent by facsimile to the correct facsimile number (with correct answer-back), or next business day if sent by electronic mail to the correct electronic mail address of the addressee.
6.2 Any notice to be served by DaVichi Computer Services in relation to the variation or amendment of the terms set out in the Plan selected by Customer, including prices for Services and terms relating to the operation of Services, during Subsequent Terms may be served by posting the amendment or variation on Davichi Computer Services website, and in writing to Customer and such notice shall be deemed effective next business day after notifying Customer.
7. Governing Law
7.1 This Agreement shall be governed by the law in effect in the State Queensland, and the parties submit to the jurisdiction of the Supreme Court of Queensland.
8. General Provisions
8.1 Assignment: The Customer may not transfer its rights or obligations under this agreement to, or share them with, anyone without prior written consent of DaVichi Computer Services. DaVichi Computer Services may transfer its rights or obligations under this agreement to, or share them with, anyone on notice to the Customer.
8.2 Severability: If any provision or portion of this Agreement is held to be unenforceable, it shall be enforced to the maximum extent permissible consistent with the terms hereof, and the remainder of this Agreement shall continue in full force and effect.
8.3 Entire Agreement: This Agreement represents the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and/or contemporaneous agreements and understandings between the Parties with respect to the subject.
Acceptable Use Policy means the policy set out at URL http://www.davichi.com.au.au/legal/ which defines acceptable and unacceptable use of the Services by the Customer.
DCS or DAVICHI means DaVichi Computer Services Pty Limited.
DaVichi Computer Services Website means the website located at the URL, http://www.davichi.com.au.au
DaVichi Computer Services Customer Portal means the website located at the URL, https://www.simpro.davichi.com.au/customer.
Business Hours means the hours between 8.30 am and 5.00 pm on normal business days in the State of Queensland, Australia.
Customer means the end user of Services to whom DaVichi Computer Services sell Services, or to whom it’s authorised Resellers resell Services.
Privacy Law means and includes Information Privacy Act 2009, and any other law, statute or code in Australia that regulates the dissemination and use of information about or concerning an individual person or corporation.
Provisioning in relation to services provided under the Plan selected by Customer means DaVichi Computer Services doing everything necessary to set up and manage those services, and includes configuring and programming its equipment, networks and databases to enable all options selected by Customer.
Regulatory Authority means and includes the Australian Communications and Media Authority, the Australian Competition and Consumer Commission, the Australian Communications Industry Forum Limited, the Telecommunications Industry Ombudsman, the Internet Industry Association, the Asia Pacific Network Information Centre, authorised domain name registrars, and any other competent government or statutory body or authority having jurisdiction over DaVichi Computer Services.
Service or Services means the service or Services set out in the service quote accepted by Customer and any related Hardware, Software and additional services which DaVichi Computer Services supplies in connection with the Service or Services.
Service Level Agreement means the agreement set out at the URL http://www.davichi.com.au.au/legal/
Supplier means any supplier of goods or services (including without limitation interconnection services) used directly or indirectly by DaVichi Computer Services to supply Services under this Agreement.
Term means the period of the service quote accepted by Customer and Subsequent Term means any further period for which this Agreement is automatically extended.
Usage Charges means any charges for services which are measured, calculated or determined by reference to use of the Services by Customer.
User means any person or entity authorised by Customer to access and/or use the Services, and includes any person accessing any Customer website.