Terms and Conditions

Cheddar IT’s Terms and Conditions apply to all customer orders for products and supply of service, consultation, training, installation and maintenance of IT systems. By purchasing or receiving goods or services from Cheddar IT you accept the following terms and conditions without limitation or qualification.

Prices, Charges and Payment

The customer must pay the supplier the applicable price for the relevant service or goods order as outlined in the payment time frame terms in the invoice. If discount rates are arranged all invoices will be updated to reflect this change and the customer must pay the amended amount. The customer must also pay all delivery, handling and freight fees outlined on the invoice.

Quoted prices are subject to change due to elapsed time periods between the time the price was quoted and the date the invoice is issued. In all cases the invoiced amount is the amount payable.

The customer will be liable to pay any charges incurred by the supplier as a result of the customer not paying in the agreed upon time frame including but not limited to;

1. any interest on any amount due at the rate of interest specified by the supplier;
2. any legal or other costs the supplier may need to assume in order to enforce payment;
3. any fees charged to the supplier by financial institutions due to failed payments;

The following forms of payment are accepted:

4. Bank Direct Deposit
5. Stripe online payment
6. We do not extend credit accounts to any customers unless otherwise agreed upon in writing with the supplier.

Unless otherwise stated in these terms, all prices quoted are exclusive of taxes, handling, delivery, duties, agents’ charges and any other charges imposed in Australia or overseas in connection with the supply of equipment or programs.

The customer must pay the supplier on demand, any taxes, duties or charges imposed subsequent to the date of this agreement in respect of the equipment, program/s, any matter or thing done under these terms or any payment receipt or other transaction contemplated by these terms, including goods and service, value added tax, customs duty, sales tax, excise duty, stamp duty, other duty, governmental charge, fee, levy or impost, together with any fine, penalty or interest payable.

All Cheddar IT visits are chargeable unless otherwise stated by the Agreement and are charged in hourly units. Any part thereof is pro rata based on this rate. All goods supplied by Cheddar IT are charged separately from services. Calls out fees are applied at rates dependant on the customers distance from Cheddar IT’s offices.

Warranties

Cheddar IT does not guarantee that it will be able to fix or diagnose all IT system and equipment faults or that the service will be uninterrupted.

The supplier warrants that it believes that all goods and services supplied by us are free from defects in materials and workmanship.

Any defects in equipment or issues arising from workmanship must be reported within six (6) days of the delivery of the product (or as specified by the manufacturer) or thirty (30) days of the supply of the original service. Any reported service incidences post this time period will not be covered by warranty. Any product faults post this time period should be reported directly to the manufacturer and will be covered by the manufacturer’s warranty.

Where faulty workmanship or goods are reported within the given timeframes they will be fixed under either the supplier or manufacturer’s warranty. This will expressly include only work and goods supplied in the original consultation.

Software cannot be returned if it has been opened and/or damaged by the customer. If the software has been found to be damaged and/ or faulty by the customer within six (6) days of purchase it may be returned to the supplier who will undertake to return it to the manufacturer and provide a replacement product to the customer.

This warranty does not apply where:

1. the goods have not been supplied by Cheddar IT;
2. the goods were used for a purpose other than that which they were intended;
3. the goods were repaired, modified/altered by any person other than Cheddar IT;
4. the defect has arisen due to misuse, neglect or accident;
5. the goods were not stored or maintained as recommended by the manufacturer;

Liability

Cheddar IT will not be under any liability to the customer or any other person under any circumstances for any loss of use, profit, revenue, interest, goodwill, data, expenses or damage (incidental, indirect or consequential) or for any injury or death to any person, sustained or incurred by the customer which may arise directly or indirectly in respect of goods or services supplied pursuant to this agreement or in respect of a failure or omission on the part of the supplier to comply with its obligations under these terms.

The customer warrants that at the time of entering into this agreement they are not relying on any representation made by Cheddar IT which has not been stated expressly in this agreement or on any descriptions or specifications contained in any other document, including catalogues or publicity material which Cheddar IT has produced.

The customer indemnifies Cheddar IT and holds Cheddar IT harmless against any liability in relation to any loss (including reasonable legal costs and expenses) or liability reasonable incurred or suffered by any of those indemnified arising from any proceedings against those indemnified where such loss or liability was caused by:

1. a breach by the customer of its obligations under this agreement; or
2. any wilful, unlawful or negligent act or omission of the customer.

Cheddar IT is not liable to the customer or any other person for any cost, loss or liability (including loss of profit or other consequential damage) arising from the service or failure or meeting the delivery date, cancelling or suspending the supply of goods or services; or for the content, context or confidentiality of any communications made using the service.

Termination

Cheddar IT may terminate this agreement and the provision of service or sale of goods immediately and without prior notice if:

1. the customer breaches these terms and conditions;
2. the customer becomes, threatens, resolves to become or is in jeopardy of becoming subject to any form of insolvency administrations;
3. the customer, being a partnership dissolves, threatens or resolves to become or is in jeopardy of dissolving;
4. the customer, being a natural person, dies;
5. the customer ceases or threatens to cease operating it’s business in a normal manner.

Cheddar IT or the customer may terminate this agreement by giving thirty (30) days written notice to the other party. Upon termination, any outstanding fees shall be payable immediately by the customer.

Ancillary Provisions

Force Majeure

1. No party will be required to perform an obligation under this agreement, if that party was prevented in performing that obligation as a result of circumstances beyond the reasonable control of that party.
2. If a delay or failure by a party to perform its obligations due to force majeure exceeds sixty (60) days, either party may immediately terminate the agreement on providing notice in writing to the other party without penalty
3. If this agreement is terminated due to force majeure, the supplier shall refund monies previously paid by the customer pursuant to this agreement for goods or services not provided by the supplier to the customer.

Waiver

1. Any right created under this agreement, may not be waived except in writing signed by the party granting the waiver, or varied except in writing signed by the parties.
2. Any failure by the supplier to enforce any clause of this agreement, or any forbearance, delay or indulgence granted by the supplier to the customer, will not constitute as a waiver of this agreement, nor will it affect or impair the right to enforce those rights at a later time or to pursue remedies for any breach of this agreement.

Governing Law

1. This agreement, all purchases and services are governed by and construed according to the laws of Australia.

Severability

1. Any illegal, unenforceable or invalid provision of this agreement will be severable and all other provisions will remain in full force and effect apart from such provisions which shall be deemed deleted.

Entire Agreement

1. This agreement constitutes the whole of the agreement between the parties and supersedes any and all other representations, agreements, statements and understandings by either party whether verbal or in writing made prior or subsequent to the date of this agreement.

Assignment

1. This agreement may only be amended in writing signed by the parties.
2. The customer shall not assign the benefit of this agreement without the prior written consent of Cheddar IT.
3. Cheddar IT may assign its rights and obligations under this agreement at will and without reference to the customer.

Orders & Delivery

Delivery is either via courier or in person and cannot be to a Post Office Box. An authorised signatory needs to be at the delivery address to sign for and collect the goods and must be over the age of 18. The supplier may refuse to deliver the goods if the person receiving the goods is unable or unwilling to provide evidence of proof of age.

The supplier will use reasonable endeavours to deliver the goods to the customer on the delivery date at the site during the customer’s normal business hours.

Any charges relating to the delivery of goods will be charged to the customer and these charges will be included in the total costs of the goods.

Cheddar IT may vary prices in the event of price changes or mistakes made by suppliers on reasonable prior notice to the customer. In such cases the customer may cancel the order by giving notice to Cheddar IT within seven (7) days of the notification of the increase.

If there is no one at the delivery address or no-one of appropriate age to receive the order Cheddar IT will on-charge fees it incurs in attempting to make the delivery.

Once the goods are delivered to the customer, it is the customer’s responsibility if they are lost or damaged.

Cheddar IT will not be liable for any loss, damage or delay suffered or incurred by the customer arising from late or non-delivery of the products.

Returns

Cheddar IT is entitled to supply certain No Fault Products on a ‘No Returns Basis’, which means that Cheddar IT will not accept returns on No Fault Products.

To the extent permitted by law, Cheddar IT reserves the right to apply the No Returns Basis policy to any product as is deemed necessary by the manufacturer’s specifications. Cheddar IT will use all reasonable endeavours to ensure such products are promoted as being sold on a No Returns Basis.

Cheddar IT will endeavour to undertake all action possible to obtain a refund for its customers.

Where Cheddar IT is able to refund or credit customers for returned products, the customer must notify Cheddar IT within six (6) working days, or as otherwise specified by the manufacturer.

All products returned for credit must be in a pristine and unopened condition with all seals intact and proof of purchase attached.

All freight costs will be the responsibility of the customer, unless otherwise agreed with the supplier in writing, and Cheddar IT will not accept responsibility for any damage or loss suffered by the customer.

Cheddar IT will arrange to pick up any goods that are not in working order on arrival, damaged in transit, or incorrectly shipped.

Where a product has been returned by a customer because it was faulty but the supplier or manufacturer after testing the product deem it to be in full working order, or any damage or defects were caused after the customer took receipt of the product, it will be returned to the customer. Where this is the case, the customer will be invoiced a processing fee and any freight costs associated with the return.

If a customer receives a product that is damaged in transit from Cheddar IT, the customer should:

1. refuse to accept delivery of the product;
2. direct the courier to “Return Goods to Sender”; and
3. notify Cheddar IT immediately (if a customer has already accepted delivery, then Cheddar IT must be notified immediately upon the customer being aware that the product is faulty)

For all other product returns, the customer must ensure that the product is suitably packaged in order to prevent damage during return shipping. Cheddar IT will not accept responsibility for goods which are damaged whilst in return transit.

The customer is responsible for all costs associated with returned products including return freight costs.

If Cheddar IT or the manufacturer decides that the product is defective, we will either issue the customer a full refund or credit for the original purchase price and associated freight costs.

Cheddar IT accepts no responsibility for any products lost or damaged during return transit.

Where products are not dead on arrival, damaged in transit or incorrectly shipped, the manufacturer may impose a restocking fee and the cost of this will be borne by the customer.

All product returns will be subject to the manufacturer’s return policy and no costs associated with these return policies will be born by Cheddar IT.

If a manufacturer offers to accept an opened product for return, Cheddar IT will honour this.

All repair timeframes are subject to each manufacturer’s warranty repair and service policy.

Upon receipt of a faulty product, the supplier will return the product to the manufacturer for assessment. If the fault could not have been detected at purchase, and is not due to wear and tear or misuse, Cheddar IT will offer the customer a repair, replacement, refund or credit as appropriate.

We will not accept any opened product which is not faulty unless the product is returnable under the manufacturer’s warranty.

If a faulty product is not returned within the specified time period of the manufacturer’s warranty, then the customer will not receive a credit or refund and the product will be unable to be returned.

Opened software that is not damaged or faulty will not be accepted for return.

All refunds granted will be made by either cash, cheque or applying a credit against the credit card used for the original purchase, or issuing a credit note to the customer. The method of refund will depend upon the manufacturers refund policy and the payment method used for the original purchase.

Where equipment is supplied by Cheddar IT and is deemed to be faulty by the supplier and the manufacturer, the equipment will be removed free of charge.

Site Preparation and Data Integrity

The customer shall at it’s own expense prepare the site, and access to the site prior to the consultation and/or delivery. In doing, so, the customer shall comply with any specifications issued by the supplier.

The customer shall ensure the supply at the site of:

1. adequate electrical current;
2. adequate electrical and mechanical fittings; and
3. appropriate environmental conditions.

The supplier shall, upon request from the customer, supply such information and assistance as the supplier considers reasonable and necessary to enable the customer to prepare the site.

If the installation of equipment or delivery of products is delayed due to inadequate site preparation or access, the customer shall be liable for all costs and expenses incurred by the supplier directly or indirectly as a result of such delay. The customer will also be liable for payment of a call out fee based on the customer’s location.

The supplier is not responsible for any data lost during the course of a consultation service.

The customer is solely responsible for backing up all data before the consultation.

Any backups required to be executed by the supplier will be done as instructed by the customer at a price set by the supplier and as disclosed in the invoice form.

Installation, Service and Training

The supplier shall install the equipment and/or program/s at the site on the installation date. In the absence of agreement to the contrary, the installation shall be effected during the supplier’s normal business hours.

If the customer requires technical support outside of the suppliers business hours differing fee rates may apply and will be outlined in the invoice form.

If the customer requests installation or service in advance of the original agreed upon installation or service date, the supplier shall use all reasonable endeavours to re-schedule the appointment accordingly but shall be under no obligation to comply with the customer’s request.

Any service or installation is not inclusive of training.

The supplier will provide training in the use of equipment and/ or program/s, if requested by the customer, subject to payment of additional fees.

Notices

Any notice, demand or other communication required to be given or made in writing under this agreement, may be delivered by hand, sent by post, email or facsimile transmission to the supplier.

Notice will be deemed to be received by the party to which it was sent:

1. in the case of hand delivery, upon written acknowledgement of receipt by a duly authorised person;
2. in the case of post within Australia, on the third (3rd) day following the date of the dispatch;
3. in the case of facsimile and/or email transmission at the commencement of the first (1st) business day post the transmission, provided that, following the transmission, the sender receives a transmission confirmation report.

Disputes

If a dispute arises relating to this agreement, the party seeking to resolve the dispute must notify the existence and nature of the dispute to the other party.

If the dispute cannot be resolved by negotiation between the parties within thirty (30) days from the date of the notification, the parties must refer the dispute to mediation under the rules of conciliation through the Australian Commercial Dispute Centre Limited, where the proceedings will be held in Sydney, New South Wales.

If the dispute has not been resolved within thirty (30) days post the mediation the dispute shall be submitted to arbitration in accordance with the rules for the Conduct of Commercial Arbitrations for the time being of the Institute of Arbitrators Australia. During such arbitration both parties may be legally represented.

Nothing in this clause shall prevent a party from seeking interlocutory relief through courts of appropriate jurisdiction.

Copyright in Software

Any software supplied under these terms is supplied subject to the terms and conditions of the relevant licence agreement applicable to it.

Software licence agreements may be packaged with the software and provided to the customer for execution or may require on screen acceptance by the customer. The customer agrees to use the software product in accordance with the terms and conditions of the relevant licence agreement.

Cheddar IT will not be responsible for any breach of any software licence in respect of software provided to Cheddar IT by the customer to be installed on a customer’s computer.

The customer hereby indemnifies Cheddar IT against any loss, damage, costs, harm or other expense whatsoever arising either directly or indirectly as a result of Cheddar IT installing software at the request of the customer, or the customer installing software supplied by Cheddar IT.

Intellectual Property

The customer acknowledges that:

1. All trademarks, copyright and other intellectual property rights embodied in or in connection with the products and any related documentation, parts or software are the sole property of Cheddar IT or its suppliers; and
2. All intellectual property of Cheddar IT or its suppliers may only be used by the customer with the express written consent of Cheddar IT or its suppliers, during the continuance of any relevant contract, and such consent extends only to essential use for the purposes stated in it.

The customer must not register or use any trademarks, trade name, domain name, commercial designation or design used by Cheddar IT or its suppliers in connection with the products.

The customer will indemnify Cheddar IT against all liabilities, damages, costs or expenses which Cheddar IT may suffer or incur as a result of any work performed by Cheddar IT in accordance with the customers specifications or as a result of the combination or use of the products with other equipment, parts or software not supplied by Cheddar IT, and which results in the infringement of any intellectual property of any person.

Sub-Contracts

The supplier may sub-contract for the performance of this agreement or any part of this agreement upon obtaining the customer’s prior written consent.

The customer shall not unreasonably withhold consent for the engagement of a sub-contractor.

The supplier may, without the consent of the customer, engage individuals on a sub-contract or consultancy basis, whether or not operating under a corporate structure, to assist in the provision of services pursuant to this agreement.

Confidentiality

Each party must treat all confidential information owned by the other party as confidential and a party shall not, without the prior written consent of the other party, disclose the other parties confidential information, except in circumstances where it is legally compelled to disclose the other parties confidential information.

Each party shall take all reasonable steps to ensure that its employees, agents and any sub-contractors engaged for the purposes of this agreement, do not make public or disclose the other parties confidential information.

The supplier may disclose the terms of this agreement (other than confidential information of a technical nature) to its related companies, solicitors, auditors, insurers and accountants.

Title and Risk

Until full payment in cleared funds is received by Cheddar IT for all goods supplied to the customer as well as all other amounts owing to Cheddar IT by the customer, title and property for all goods remain vested in Cheddar IT and do not pass to the customer.

The risk or loss or damage of goods and all insurance responsibility for theft, damage or otherwise passes to the customer immediately upon delivery of the goods to the premises nominated by the customer.

General

Cheddar IT may modify these terms at any time and any such modification will be notified to the customer by mail, email, or by posting on the Cheddar IT website.

Definitions

In this agreement unless the contrary intention appears:

“Additional Charge” means a charge in accordance with the supplier’s standard rates in effect from time to time; “Agreement” means the agreement for the supply and installation of the equipment and/or program/s or engaging in a consulting service;

“Conditions” means these conditions of provision of goods and services;

“Confidential Information” means the confidential information of a party which relates to the subject matter of the agreement and includes information relating to:

1. the technology and design of the equipment and/or program/s;
2. the personnel, policies or business strategies of the supplier;
3. the terms upon which the equipment and/or program/s has been supplied or installed pursuant to this agreement.

“Consulting Services” means the work completed by the supplier’s technician or trainer as will appear on the invoice form provided to the customer;

“Customer’s Normal Business Hours” means the normal hours during which the customer is open for business;

“Customer” means a person, firm or corporation that is acquiring products or services from Cheddar IT;

“Delivery Date” means the date or period for the delivery of the equipment and/or program/s;

“Equipment” means the equipment, which is to be supplied by the supplier to the customer, pursuant to this agreement;

“Force Majeure” means a circumstance beyond the reasonable control of the parties which results in a party being unable to observe or perform on time an obligation under the agreement. Such circumstance shall include but is not limited to:

1. acts of God, lightening strikes, earthquakes, floods, storms, explosions, fires and any natural disaster;
2. acts of war, acts of public enemies, terrorism, riots, civil commotion, malicious damage, sabotage and revolution; and
3. strikes.

“Installation Date” means the date (if any) for the installation of the equipment and/or program/s;

“Intellectual Property Rights” means copyright, trademark, design, patent, semiconductor, circuit layouts;

“No fault product” means a product returned by the customer to Cheddar IT where the return is not due to the fault of the supplier or manufacturer or any fault with the product;

“Party” means either the supplier or the customer as the context dictates;

“Price” means the price of the equipment and/ or program/s and the charge of any services provided by the supplier, as will appear on the invoice form;

“Products” or “Goods” means any products (including software) or services (where applicable) supplied by Cheddar IT to the customer and described in Cheddar IT’s invoice;

“Program/s” means the software, which is to be supplied by the supplier to the customer, pursuant to the agreement;

“Services” means services supplied by Cheddar IT to the customer;

“Site” means the location for the delivery and installation of the equipment and/or program/s or where the consulting service is to take place;

“Supplier’s Normal Business Hours” means the normal hours during which the supplier is open for business.