1.1 In this Agreement:
(a) Additional Services means any services, including but not limited to any services provided on a time and materials basis, provided to the Client which are not expressly included in the Proposal and have not been included in the Client Investment, will be charged to the Client in accordance with the Rate Card, unless otherwise agreed to by the Parties in writing.
(b) Consequential loss means any loss, which does not directly and naturally flow in the normal course of events from the occurrence of the event giving rise to the liability for such loss, whether or not such loss was in the contemplation of the parties at the time of entry into the Agreement, including any loss arising from an interruption to a business or activity, revenue, profits, anticipated savings, opportunity to profit and grow the business, and any special, punitive or exemplary damages. Loss of data to the extent that such loss of data is caused directly by Crofti is excluded.
(c) Crofti means Crofti Pty Ltd ACN 169 326 514, and any benefit, exclusion from liability or indemnity provided to Crofti, is provided also to includes its directors, employees, associates and contractors.
(d) Exceptional Circumstances 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 circumstances include, but are not limited to, the following: (a) adverse changes in government
regulations; (b) any disaster or act of God, lightning strikes, atmospheric disturbances, earthquakes, floods, storms, explosions, fires and any natural disaster; (c) acts of war, acts of public enemies, terrorism, riots, civil commotion, malicious damage, sabotage and revolution; and/or (d) acts or omissions of any Network Providers (such as internet, telephony or power provider). For clarity, any act or omission of a party’s subcontractor or agent is not outside of the control of that party.
(e) Excluded Event means the following, and will not be covered by the Support Services:
- Crofti Scheduled Maintenance (Clients will be provided with at least 2 Business Days prior Notice before any Schedule Maintenance is undertaken by Crofti);
- performance issues relating to firmware updates, upgrades, revisions to third party software or hardware;
- events of Exceptional Circumstances; and
- faults, service outages or disruptions caused by the wilful or negligent acts of the Client and its Personnel, the Server Host(s) or third-party equipment, software or Networks.
- Proposal means the document prepared by Crofti and agreed in writing or executed by Client which describes the various Services to be provided by Crofti, details of the scope of the Services required to be provided by Crofti to the Client, as well as the licence limitations and Service Fees applicable to the Services for this Agreement, as amended by the Parties from time to time in writing.
2. Entire Agreement
2.1 Understandings and Prior Negotiations
(a) is the entire agreement and understanding between the parties relating to the subject matter of the Agreement; and
(b) supersedes any prior agreement, representation (written or oral) or understanding on anything connected with that subject matter.
2.2 Order or Priority
The following are comprised in the Agreement:
(a) these Standard Terms;
(b) all Crofti Policies provided on our website as amended from time to time at www.crofti.com.au/policies;
(c) the Proposal; and
(d) any other document forming part of the Agreement as agreed to in writing by the Parties, together the “Agreement”.
2.3 Conflicting Terms
Where any inconsistency arises between any of the documents, for interpretation, the following will be the order of
(a) the Proposal;
(b) these Standard Terms including the Schedule;
(c) the Crofti Policies; and then
(d) any other document forming part of the Agreement as agreed to in writing by the Parties.
3.1 Client Services Agreement term
The term of this Agreement:
(a) commences on the Commencement Date; and
(b) subject to a further rollover term under clause 3.2, continues until the Expiry Date, unless otherwise terminated earlier (Term).
3.2 Ongoing Agreement
(a) This Agreement will rollover in successive agreements of one month, unless terminated by one of the parties. This
Agreement shall automatically renew for a further period equivalent to the initial Term, on the Standard Terms of
(b) In the event the Client does not wish to renew the Agreement, they must serve an End of Term Notice no
later than 30 days prior to expiry of the current Term, confirming in writing that they do not wish to renew the
Agreement for a further term (“End of Term Notice”). This may be provided by letter, facsimile and/or email so long as it is in writing and confirmation of receipt is provided.
3.3 End of Term Notice
If a party provides a valid End of Term Notice to the other party, the Term shall expire on the date that is 30 days after the last day of the Term during which the End of Term Notice was given.
3.4 Services after expiry
If part of a Proposal fixes a Term and, for whatever reason, Crofti is engaged by the Client to perform Services after expiry of the Term, or termination, then the Standard Terms will apply to the Services performed, and such Services (performed at Crofti’s sole discretion) will be time costed and billed to the Client.