At Kloudify, we are committed to protecting your privacy. We have created this Privacy Policy as part of our Terms of Service. It explains what information we collect, how your data is collected, and how we may use it on our website kloudify.com, and other websites and services that we operate.
In these Conditions, the Rate Schedule and every Quote, Proposal, Order, Plan contract, or other arrangement in connection with the supply of Goods or Services by Kloudify Technologies Pty Ltd the following words have the following meanings:
After Hours means any time outside of the ‘Support Coverage Hours’ in the ‘Agreement Summary’ section above. This will vary depending on your selected agreement plan option;
Business Hours means the days and times defined in ‘Support Coverage Hours’ in the ‘Agreement Summary’ section above. This will vary depending on your selected agreement plan option;
Client, You or Your means a person or business entity who seeks or obtains a quote for, or who orders, Goods or Services from Kloudify Technologies Pty Ltd, and includes both a person whose name is on the Order, Proposal, 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;
Goods means any goods and/or services sourced by Us or provided by Us in connection with any such goods and/or services 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, or approved quote, or approved proposal, requested by You to Us for Goods or Services in any form;
Quote or Proposal means a quote provided to You by Us;
Period or Term means a particular number of half-days, days, weeks, fortnights, months, or any other period, as may be agreed between Us and the You as the period during which some Services will be provided;
Plan or Agreement means any arrangement between Us and You (whether alone or in conjunction with any other person) for Services 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 its absolute discretion without notice to You;
Public Holidays means any day which a public holiday is throughout New South Wales other than a bank holiday;
Rates means the hourly rates and other charges for Services (including any call-out fees and any Return/Cancellation Fees) set out in the Agreement Summary, Investment Summary, Rates Schedule, a Plan, Plan Schedule, Quote, Proposal, contract or arrangement entered into by Us and You or in these Conditions, and includes any monies payable to Us on a quantum merit 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 18;
Return/Cancellation Fee means a fee charged pursuant to clause 13 as set by Us from time to time;
Service request means a request for service such as additions (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 Kloudify Technologies Pty Ltd ABN 87 645 123 404 and its heirs, successors and assigns; and
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;
Working days or Business days means Monday to Friday, excluding Australian Federal and State Public holidays;
In these Conditions, the Rate Schedule and every Quote, Proposal, 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 Australian Dollar (AUD) unless otherwise denoted or specified;
A reference to time is to Sydney, Australia time unless otherwise denoted or specified;
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 an insolvent under administration, 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.
Unless otherwise agreed by Us in writing, these General Terms and Conditions (“Terms and Conditions”) are deemed incorporated in and are applicable to all IT services provided by Kloudify Technologies Pty Ltd Pty Ltd ACN 645 123 404 (We, Our, Us) (and, subject always to the Master Services Agreement, which shall be paramount, to the extent of any inconsistency will prevail over the terms of every Quote, Proposal, Order, Plan, Agreement, contract, or other arrangement in connection with the supply of Goods and/or Services by Us to You.
The invalidity or enforceability of any one or more of the provisions of these Terms and Conditions will not invalidate, or render unenforceable, the remaining provisions of these Terms and Conditions.
Capitalised terms used in these Terms and Conditions have the following meaning unless otherwise defined:
We consist of a global diverse team. Some of our staff are based in our overseas offices (e.g.: India, Philippines, New Zealand, Vietnam, UK, Pakistan etc). Work completed for your business may be conducted by one of our overseas team members. You must advise Us in writing if you have company or regulatory requirements that forbid access from overseas resources.
We utilise third-party providers to deliver support, services, or goods, that are outside of Our internal capacity. Our liability will be limited by the third-party provider’s liability agreements and limitations. Where You have engaged your own third-party providers (or internal staff) to complete IT-related works, We will not be held liable for any issues that arise from poor workmanship, faulty Goods/Services, and/or implementation that does not adhere to best practices. This includes any faulty data cabling, electrical works, or IT professional services. We reserve the right to charge You for all remediation works required on a time and materials basis.
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 of Us 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 or allows for the Work or has estimated or estimates the Work will take, whether or not notice of the time allowed or estimated is given by Us to You.
Where We have agreed that You can use nominated internal staff for the primary point of contact for IT related requests, You agree that all IT requests will be logged by the nominated contact only. We may refuse to accept and action IT requests from Your staff that are not on the nominated and approved IT contact list.
Any variation of these Terms and Conditions must be in writing and signed by Our duly authorised official and Your duly authorised official.
Non-Hire/Non-Disclosure/Privacy: Because employees are one of our most valuable assets, 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 one (1) year thereafter. Your signature on this document confirms your organization’s agreement to adhere to this professional standard of conduct.
During the term and thereafter, You agree not to take any action that is intended to, or would reasonably be expected to, harm Us or Our reputation, or which would reasonably be expected to lead to unwanted or unfavourable publicity to Us.
Notices Each notice to be provided under these Terms and Conditions must be in writing. Such notices shall be sent to:
Other than with respect to payment obligations hereunder, neither party will be responsible for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, war, riot, embargoes, acts of civil or military authorities, denial of or delays, fire, floods, earthquakes, virus propagation, improper shut down of the Network and related network systems/services. (“Force Majeure Event”), so long as the affected party provides the other party with prompt written notice describing the Force Majeure Event and immediately continues performance once the Force Majeure Event has been removed or stopped.
Except as otherwise specifically set forth in these Terms and Conditions, the parties hereby agree to resolve any and all controversies, claims and/or disputes arising out of these Terms and Conditions and/or any Services (each, a “Dispute”) solely pursuant to the terms of this clause.
We shall maintain at its sole expense Public Liability Insurance; Professional Indemnity insurance; worker’s compensation insurance as required by law; and hired and non-owned automobile liability insurance. At Your request, we further agree to furnish You with certificates, including renewal certificates, evidencing such coverage within thirty (30) days of commencing performance under these Terms and Conditions, at every renewal and at other times as may be reasonably requested by You.