Terms and Conditions

These Terms and Conditions have been defined for use with all CG TECH engagements including all strategy engagements, consultancy, application development and training to define the general terms and conditions that the Client agrees to.


Where required, additional terms and conditions or alternate terms and conditions may be provided within a given contract that overrides the terms and conditions specified in this document.

Defined Terms and Conditions

ENTITY NAME

 CG Tech Pty Ltd shall be referred to in this document as CG TECH.


Any organisation engaging CG TECH shall be referred to in this document as a Client.

TERMS AND CONDITIONS

These terms are governed by the laws of Queensland (QLD) and Australia. The terms and conditions contained herein supersede any previous terms and conditions.


CG TECH reserves the right to change these terms and conditions at our discretion and without notice. A copy of our current terms and conditions is always displayed on our website. This legal disclaimer is by no means limited or changed by any other terms or conditions on this website.

LIMITED LIABILITY

To the full extent permitted by law, and subject to the remainder of this clause, CG TECH, its affiliates and their officers, directors, employees, agents and subcontractors shall not have any liability, obligation or responsibility, whether in contract, tort (including but not limited to negligence), under statute or on any other basis, for any indirect, incidental, consequential, special or exemplary damages, or damages for loss of profits, revenue, data or use, arising from their provision of products or services. The limitation of liability does not extend to wilful damage and/or gross negligence to the extent this applies under the statute.


Under the Competition and Consumer Act 2010 Act No. 51 of 1974 as amended (Cth) when implied conditions and warranties cannot be expressly excluded, CG TECH limits its liabilities in the case of Services, to the supplying of the Services again, or the payment of the cost of having the Services supplied again at the discretion of CG TECH. CG TECH’s maximum aggregate liability for damages under or in relation to this Agreement or in tort (including negligence), under statute or otherwise shall not exceed the amount of the fees paid by Client to CG TECH under this Agreement during the previous 12 month period in which such claim arises.

CONFIDENTIALITY

Both CG TECH and the Client must keep confidential all information provided by or in respect of the Client which is gained by access pursuant to any work order or other engagement and which is not in the public domain. 

COPYRIGHT

The intellectual property rights, copyright and company trade secrets of CG TECH (conceived November 2018) vested in all software products, upgrades, dual-media software, hard-copy or electronic manuals and documentation are vested in CG TECH, which reserves the right to use the software or material, or any part of it in other applications and for its own use.

HOURLY WORK

Unless specified otherwise in writing the Client authorises CG TECH to undertake work on an hourly-rate basis. CG TECH may provide an estimated time to complete this work. Such estimates are not binding and all hours designated as performed will be charged at the rates set out or otherwise agreed. In an hourly work agreement, the initial meeting with Client will be conducted by CG TECH at no cost. Any subsequent work will be charged at the rates set out or otherwise agreed. The minimum time chargeable for on-site work is 1 (one) hour per person per visit. The minimum time chargeable for off-site work is 30 (thirty) minutes per person per request.

FIXED PRICE WORK

CG TECH may agree to perform certain work or provide a software product for a fixed price in accordance with an agreed specification. In this case, the specification is binding, and additional or previously unspecified work will be to Client's account. A 30 (thirty) percent payment is required prior to commencement, and the balance payable upon delivery of the software for User Acceptance Testing. CG TECH conducts all development and testing in an environment with a default configuration. Unless stated otherwise, the following are excluded from any fixed price agreement: specification development, production deployment, third-party component integration, data migration, network infrastructure or hardware services, graphic design including mock-ups.

ASSUMPTIONS, LIMITATIONS AND CONDITIONS

Each CG TECH proposal may include several assumptions, limitations or conditions.  These are provided to meet specific outcomes of the works outlined within the proposal.  Any specifics noted within assumptions, limitations or conditions in a CG TECH proposal override any item noted within this document.

WARRANTY

A 30-day warranty begins upon delivery of any fixed price job. No warranty applies to work done on an hourly basis, this includes bug fixing. 


To the maximum extent permitted by law, CG TECH and its suppliers disclaim all other warranties, either express or implied, including, but not limited to implied warranties or merchantability and fitness for a particular purpose, with regard to the software, the accompanying written materials, and any accompanying hardware. The Client may have the benefit of certain rights or remedies pursuant to the laws of the Commonwealth, State or Territories (including the Competition and Consumer Act 2010 and any superseding legislation). This Agreement does not exclude, restrict or modify any condition, warranty or liability, which is implied by the law where to do so is illegal or would render any provision of this Agreement void.

BUGS

A bug by definition is a reproducible issue in the software caused by coding imperfection. Any unspecified, missing or additional feature or modification in the scope of the software is not a bug and will not be covered under the warranty agreement. All bugs encountered by the Client may be reported within 30 days of the project close for review and rectification at no cost. All bugs reported following 30 days will be reviewed for the cost.

SERVICE OF ALL NOTICES

Service of all notices shall be sufficient if delivered or sent by any form of email (preferred), facsimile, or post (standard, certified or registered) to either party's business address.

CHANGE MANAGEMENT

In addition to service of all notices, the Client must provide a minimum of 48 hours’ notice of any platform changes, updates, outages or expected impacts.  These are expected to go through formal change management and require Notification and Acceptance by CG TECH and the Client.


Change Management does not include content changes and migration services.

TESTING

The Client agrees that prior to a version being submitted to the Client, the CG TECH developers may:


  • Perform automated testing with CG TECH Tools
  • Perform automated testing via Unit Tests
  • Perform an internal "Test Please" (aka "Alpha Testing" e.g. only that pages or forms load, not checking the business rules)
  • Then send a "Test Please" to the      Client (aka "Acceptance Testing" to check the business rules)

TRAINING AND DOCUMENTATION

Training is charged in half day or full day sessions. Documentation, if required, is at additional cost. If documentation has not been specifically estimated or quoted, it will not be supplied. All custom documentation, including additions, deletions and amendments is to Client's account.

DELEGATED ADMINISTRATION

Any works including projects, hourly works or support work conducted within a Client’s Microsoft Azure or Microsoft Office 365 environment will require the granting of Delegated Administrator rights to CG TECH.  This ensures that all CG TECH resources have adequate access to platforms, services, etc. as well as providing a full audit trail of system access to both CG TECH and the Client.

CANCELLATIONS BY CLIENT

If any hourly job is cancelled by the Client after commencement, CG TECH will charge for all hours consumed up to that point in time. If an hourly job is cancelled by the Client, any pre-paid work not fully completed will not be refunded; however, the remaining balance will be credited to the Client’s account for future utilisation. If any fixed price job is cancelled by the Client, CG TECH will retain the initial percent of pre-paid value. Any further hours completed will be charged to the Client as a proportion of the quoted price based on hours completed to that point in time.

CANCELLATIONS BY CG TECH

CG TECH reserves the right to terminate any previously agreed project specification for fixed price work without prior notice. CG TECH will charge on a pro-rata basis for any work completed. CG TECH reserves the right to terminate any previously purchased pre-paid work blocks without prior notice. In this case, the Client will be refunded for hours not completed as a proportion of the pre-paid blocks purchase value. CG TECH reserves the right to terminate any ongoing service contract including, but not limited to hosting and database updates, with 14 (fourteen) days’ notice. In this case, any paid unexecuted services will be refunded as proportion of the charged price based on a percentage of specified project completed.

CREDIT TERMS

CG TECH reserves to the right to refuse or withdraw credit for any reason. In the event of credit being refused CG TECH may agree to conduct work on a prepaid basis. If credit is offered, the Client agrees to keep within terms of 7 days and limit of AUD$10,000(+GST). Client agrees that CG TECH can stop work if either of these are exceeded. CG TECH reserves the right to take legal action to recover debt and/or withhold source code until invoices are paid in full. Client has 7 (seven) days from date of receipt of an invoice to query invoice or timesheet. Client abrogates any right of reply after this time.

INTEREST

CG TECH reserves the right to charge interest on all overdue accounts (including fees and disbursements) at a rate of 5% per annum compounded daily. Overdue accounts are deemed to be those accounts that remain unpaid after 7 days from the Due Date of invoice for services or products provided by CG TECH.

DEADLINES

CG TECH may choose to estimate the completion date of a project. While we will endeavour to meet all deadlines, we do not offer any guarantees, and CG TECH is not liable for losses suffered due to a project being completed after the estimated completion date.

EQUIPMENT

CG TECH is not liable for any equipment failures be it CG TECH's equipment or equipment on the Client site.

RESOURCES

CG TECH reserves the right to utilise its network of subcontractors for non-contact activities and development tasks. CG TECH further reserves the right to allocate the provision of services to its technology and service partners.

VIRUSES

While CG TECH endeavours to have all its hardware virus-free, CG TECH and the Client are expected to have current virus protection. CG TECH is not liable for any accidental infection of Client hardware.

EXPENSES

Any expenses will be priced separately to all business quotations and proposals unless otherwise stated.


CG TECH will travel to work on-site. Based on an 8-hour working day, travel inside the Capital City Metropolitan area is not charged. With respect to work conducted outside the Capital City Metropolitan area:


Travel Charges – Where a CG TECH resource is required to travel to the site.  Unless otherwise agreed in writing CG TECH note that the first half-hour of travel is provided at no charge, and half the standard hourly rate is charged for any subsequent hours, door-to-door.

The Client shall organise and pay for ordinary expenses, such as hotel, airfare, taxis or transportation. Note: when booking airfares, all fares must be flexible where possible.


The Client shall provision AUD$80 meal expense per person per day, if meals are not provided.

GOODS AND SERVICES TAX ("GST")

All prices quoted whether on an hourly basis or a fixed price basis are exclusive of GST unless otherwise stated. In addition to the amounts quoted the Client must pay GST on those amounts (if applicable). This will increase the quoted price by 10%. GST is payable by the Client at the same time as the Client pays the CG TECH invoice.

SEVERABILITY

Each of the above clauses is severable and is enforceable separately. If one or more clauses are deemed unenforceable, this does not affect the validity of the rest of the contract.

Updated on 09/01/2018