IT System Services Policy

The following Terms and Conditions apply to the IT System services offered by ECool Solutions.

ECool Solutions will supply you services on the terms and conditions set out below. On requesting a customer account, customers “clients” are required to accept these terms, conditions, all policies and disclaimer produced by ECool Solutions.

RESTRICTION ON USE OF MATERIALS
This site is owned and managed by ECool Solutions. (Referred to as "ECool Solutions", "ECool", "us", "we”, or "our" herein) No material from the site may be copied, reproduced, republished, uploaded, posted, transmitted or distributed in any way.

1. OUR AGREEMENT WITH YOU
1.1 As a customer of ECool Solutions, these terms and conditions form the basis of our agreement with you.
1.2 Our agreement with you also includes your application or order form which you complete and provide to us. We may accept and rely on electronic and facsimile copies of the application or order form as if it was an original. You will be bound by an electronic or facsimile copy of the application or order form as if it was an original.
1.3 This agreement commences on the date any services supplied by us is performed.
1.4 The Client must pay to ECool Solutions all services fees within 14 days of invoice date. Services may be suspended if payment is outstanding.

2. SERVICE DESCRIPTION
2.1 Scope of Support. Technical Support will be provided only to Customer only if Customer has valid technical support from the manufacturer of the Product(s) and is current on all payments due to ECool Solutions. Services will be supplied to you through onsite services, remote control and online helpline as detailed in a separate quotation.
2.2 When using the Services, you agree to –
(a) comply with all statutes, regulations, by-laws or license conditions of any government body; and
(b) not breach any person’s rights or otherwise cause us loss, liability or expense.
2.3 Limitations of Support. ECool Solutions does not support: (i) modified or damaged Products or any portion of the Products incorporated with or into other products; (ii) Products, including without limitation versions of software, that are not supported by their manufacturer(s); (iii) problems caused by Customer's negligence, abuse or misapplication, use of the Products other than as is specified in the applicable user documentation, or other causes beyond the control of ECool Solutions or the manufacturer(s) of the Products; (iv) the installation of the Products; (v) the writing or debugging of scripts; (vi) data recovery from corrupted media; or (vii) case-work outside this support program's service level objectives; or (viii) problems caused by any hardware or software that is not supported by ECool Solutions hereunder. We will not be responsible for the cost of any changes to Customer's hardware or software which may be necessary to use the Products due to a Workaround or manufacturer-provided update. 2.4 Scheduled Maintenance – ECool Solutions will attempt to perform all scheduled maintenance at times that will affect the least amount of clients business operation. However, from time to time, some system upgrade or maintenance work may need Clients cooperation.
2.5 Unscheduled maintenance may be needed to be performed due to data corruption, service failure or equipment failure. ECool Solutions will endeavor to resolve these problems by remote control, if not, may need additional onsite services subject to additional fee charges. Refer to fee schedule.
2.6 Customer's Responsibilities. During the Term of this Agreement, Customer will: 2.6.1. Problem Reporting. Provide us with a complete and concise description via Online Ticket. 2.6.2. E-mail use. use email for business communication, not for IT technical problem reporting. 2.6.3. Access to Information. Subject to Customer’s reasonable security requirements, provide us with access to and use of all information and system facilities, including user IDs and passwords. 2.6.4 Other Errors. If we determine that a problem reported by Customer may not be technical support issues, we will so notify Customer, who then may either: (i) request us to proceed with problem determination at Customer's expense on a time and materials basis at ECool Solutions' then-current rate plus travel and living expenses; or (ii) advise us that Customer does not wish the problem pursued at its expense, in which case ECool Solutions may elect, at its sole discretion, not to pursue the problem without liability therefore.
2.7 If it is necessary to reinstall your operating system, you will be responsible for providing the original disks and a Certificate of Authenticity prior to the reinstall. We cannot and will not install invalid, illegal or unlicensed operating systems or software.

3. CHARGES AND PAYMENT
3.1 You agree during the term of this agreement:
(a) charges for services remain constant throughout the continual life of the service.
(b) our quoted fee schedules are exclusive of GST (where applicable for those in Australia), GST is applied on payment;
(c) to pay accounts for all of those charges (including GST) by the date specified in the account (“Due Date”).
(d) an overdue fee of $35.00AUD may be charged and further be applied each month that the overdue account remains unpaid.
3.2 If you do not pay the account by the Due Date, then we may charge interest at the rate of 1.5% per month or part thereof on the outstanding amount of the invoice and suspend all or part of your Services pending payment of outstanding amounts on the account.
3.3 If you do not pay the account by the Due Date, we also reserve the right (at our discretion) to adjust the prices you pay for the Services.

4. AMENDMENTS TO TERMS AND CONDITIONS
Without limiting clause 3.1, we may vary, alter, replace or revoke any of these terms and conditions effective upon the expiry of 14 days written notice from us. We may interpret your ongoing use of the Services after that date as constituting your acceptance of the variation, alteration, replacement or revocation.

5. LIMIT ON LIABILITY AND WARRANTIES
5.1 Limited Services Warranty. All work performed hereunder will be in a professional manner.
5.2 Warranty Disclaimer. Other than the limited warranty provide above, all work performed hereunder will be "as is" without warranty of any kind. We do not provide a guarantee to fix any reported Problems or provide fixes within a predefined time frame. ECool Solutions exclude all statutory liability, tortuous liability (including but not limited to liability in negligence), conditions and warranties implied by custom, the general law or statute, liability for all direct, economic, consequential or indirect losses, expenses, damages and costs incurred by you, arising out of or relating to the Services, any failure to supply or delay in supplying the Services or out of or relating to this agreement.
5.2 We are not responsible or liable for any indirect consequential or economic damages, including, without limitation, loss of income or profit or loss of actual potential business opportunities.
5.3 We are not liable to you for any delay in the connection or failure in the operation of the Services.
5.4 We does not warrant that:
(a) our services and systems will be uninterrupted or error free.
(b) the services will meet the Client's requirements, other than as expressly set out in this agreement.
5.5 Except as expressly provided to the contrary in this agreement, all warranties whether express, implied, statutory or otherwise, relating in any way to the subject matter of this agreement, are excluded.
5.6 The Client warrants that at the time of entering into this agreement it is not relying on any representation made by ECool Solutions which has not been stated expressly in this agreement or on any descriptions or specifications contained in any other document, including any reports, catalogues or publicity material produced by ECool Solutions.
5.7 Allocation of Risk. This Agreement defines a mutually agreed-upon allocation of risk, and the Technical Support price reflects such allocation of risk.

6. TERM OF AGREEMENT
6.1 This agreement will commence on the date of its signing by us or otherwise stated and acknowledged by us.
6.2 Both parties may cancel this agreement at any time on two weeks’ written notice.
6.3 We may immediately terminate this agreement by written notice at any time if, without our prior written consent: you breach any term or condition of this agreement; a receiver or receiver and manager is appointed over any of your property or assets; a liquidator or provisional liquidator is appointed to you; you become bankrupt; you enter into any arrangements with your creditors; you assign or otherwise deal with your rights under this agreement; you cease to carry on business; or there is a material change in your direct or indirect ownership or control.

7. CONFIDENTIALITY
You will keep confidential all information supplied by us and we will keep confidential all information supplied by you.

8. WARRANTY OF AUTHORITY
Any person signing this agreement on your behalf warrant that they have full power and authority to bind you in respect of this agreement.

9. MISCELLANEOUS
9.1 Any notice, demand, consent or other communication required to be given to either party must be delivered personally or sent by email, mail or by facsimile to the address of the other as last notified.
9.2 This agreement shall be governed by and construed in accordance with the law of Victoria and the parties hereby submit to the non-exclusive jurisdiction of the courts of that State.
9.3 This agreement contains yours and our entire understanding to the exclusion of any and all prior or collateral agreement or understanding relating to the Services, whether oral or written.
9.4 If any part of this agreement is found to be invalid or of no force or effect, this agreement shall be construed as though such part had not been inserted and the remainder of this agreement shall retain its full force and effect.
9.5 The Client grants to ECool Solutions a license to use and reproduce all Client Data in order to fulfill its obligations under this agreement.
9.6 A provision of, or a 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
9.7 The Client may not assign its rights and obligations under this agreement without the prior written consent of ECool Solutions.
9.8 We will process your preferred method of payment. Your preferred method will be indicated by purchase order form.
9.9 ECool Solutions will communicate to you via your last known email address. It is the client’s duty to inform us of any account changes, failure to do so may result in suspension/closure of your account due to unpaid accounts.

11. RENEWAL AND TERMINATION
11.1 Renewal. The Agreement is renewable for additional one (1) year terms upon thirty (30) days' written notice by Customer and mutual agreement of the parties.
11.2 Renewal after Lapse. If there is a lapse in the Technical Support term, ECool Solutions will reinstate the Technical Support only after Customer pays all Technical Support fees that would have been due during the period of the lapse, plus a reasonable lapse administration fee.
11.3 Termination. Both parties may cancel this agreement at any time on two weeks’ written notice

12. GENERAL
This Agreement sets forth the entire understanding and agreement between the parties concerning the subject matter hereof and may be amended only in a writing signed by authorized representatives of both parties. No terms on any purchase order from Customer shall in any way modify, replace, or supersede the terms of this Agreement.