Definitions and disclaimers
- acQuire refers to all legal subsidiaries of acQuire Technology Solutions Pty Ltd. This includes:
- Soluciones Computacionales acQuire Ltda (Chile & South American Regional Services Office)
- acQuire Technology Solutions Canada Ltd (North American Regional Services Office)
- acQuire Technology Solutions South Africa Pty Ltd (African and European Regional Services Office)
- Services refers to all work performed by acQuire personnel including, but not limited to, implementation, services and learning.
- These terms and conditions are between the Client, as stated on the proposal or quotation for work, and acQuire. These terms and conditions are bound by the laws in the country of the acQuire office issuing the proposal or quotation for work
- acQuire is licensed to sell products developed by acQuire Software Pty Ltd. acQuire will not accept any liability arising from the use of the software or any other software product mentioned in this document; nor for any technical or editorial errors or omissions made in any documentation.
- acQuire Software Pty Ltd is the owner of the software and of all icons and logos within the software, together with all soft and hardcopy documentation.
- No part of any document provided by acQuire may be reproduced by any process or in any form without prior written consent from acQuire Software Pty Ltd. Requests and inquiries concerning reproduction and rights should be directed to acQuire Technology Solutions Pty Ltd.
- The following are trademarks or registered trademarks of their respective companies or organisations: Windows® XP, Windows® Vista, Windows® 7, Windows® 8, Windows® 8.1, Windows Server 2003, Windows Server 2008, Windows Server 2008 R2, Windows Server 2012, Windows Server 2012 R2, Microsoft® Excel™, Oracle®, Microsoft® Access™ and Microsoft® SQL Server.
General Terms and Conditions
- All LICENCES, MAINTENANCE and SUBSCRIPTIONS are invoiced by acQuire Technology Solutions Pty Ltd, Perth, Australia.
- Billing and payments for SERVICES will be invoiced by the regional services office providing the service (see the Definitions and disclaimers section of this document for office details). The customer is responsible for all undisclosed taxes and duties.
- Licences are invoiced on receipt of either company purchase order or a signed acQuire Solution Acceptance form (attached).
- Licence subscriptions are invoiced on receipt of either company purchase order or a signed acQuire Solution Acceptance form (attached).
- The first annual maintenance invoice will be issued at the Go Live Implementation milestone. Go Live is defined as when any part of the delivered work, as defined in the project scope, is either in use by the customer in the live environment or running in parallel with existing systems. The date for Go Live is agreed upon during the project delivery plan prior to the commencement of the implementation.
- All subsequent maintenance invoices will be charged in advance annually from the initial commencement date.
- All service costs will be invoiced during the calendar month in which the service is complete.
- For services that extend beyond 30 days, progress invoices will be issued. For proposals with service estimates in excess of AUD30,000, 50% of the estimated service cost may be invoiced on acceptance of the proposal. The balance will be invoiced on completion of the work along with travel and ancillary costs.
- Rental costs will be invoiced monthly in the calendar month prior to commencement of the rental period. Trading terms Payment for all invoices (excluding training, refer clause below) is required within 30 calendar days of the date of each invoice. For Training services, payment is required at least 14 calendar days prior to the commencement of training. Participation may not be guaranteed if payment is not received in this timeframe. Upon receipt of payment, confirmation of attendance is sent via email to the nominated person.
- acQuire accepts payments via these methods:
- Direct deposit
- Credit card (for invoices issued in Australia only)
- No cash will be accepted by acQuire personnel.
- Additional charges apply for credit card transactions.
- acQuire reserves the right to review retail prices for licences, subscriptions, maintenance and services on an annual basis.
- acQuire reserves the right to charge interest on all invoices not paid within 30 calendar days of invoice date. Interest will be charged at acQuire’s funding facility rate on the date due, plus 2%.
- All quoted prices are exclusive of any government taxes or charges.
- acQuire will provide a Certificate of Residency at no cost, if requested by the Client. If the certificate requires Authentication, additional costs will apply and these will be on-charged to the Client.
Product specific terms and conditions
- All licences are invoiced by acQuire Technology Solutions Pty Ltd head office in Perth, Australia.
- Acceptance of a licence proposal and use of acQuire licences means the client agrees to the acQuire Software End-User Licence Agreement (EULA). This document is available on request from email@example.com
- All subscriptions are invoiced by acQuire Technology Solutions Pty Ltd head office in Perth, Australia.
- Acceptance of a subscription proposal and use of acQuire licences and products means the client agrees to the acQuire Software GIM Suite Clarity End-User Licence Agreement (EULA). This document is available on request from firstname.lastname@example.org
- Maintenance is invoiced by acQuire Technology Solutions Pty Ltd head office in Perth, Australia.
- Maintenance inclusions are detailed in the Support Fact Sheet. This document is available on request from email@example.com
- Packaged Workflow(s)
- Packaged workflow(s) being delivered will be deployed as standard, unless modifications to the Packaged Workflow are specified in an associated scope of work document.
- Any additional modifications to a Packaged Workflow will require change requests and need to be scoped with potentially additional time/cost.
- Packaged workflows must not be copied between Sites. Each Site that requires a packaged workflow must purchase an individual instance. The definition of a Site can be found in the acQuire EULA.
- A Packaged Workflow must be installed by an accredited acQuire resource.
- The Packaged Workflow price does not include the cost of installation. This service is quoted separately.
- acQuire cannot commence deployment of the workflow until any necessary hardware and requirements are installed on site. Recommended hardware configurations can be found in the Fact Sheet that accompanies a particular Packaged Workflow.
- This product is a configured workflow that does not have an upgrade path associated with it.
- Packaged Workflows will be supported through acQuire’s standard support process post deployment.
Service related terms and conditions
- The client shall provide acQuire access to any Site to the extent required for the performance of any Services described in the scope of works.
- The client has an obligation to make available key stakeholders and resources during the implementation. This includes, but is not limited to, testing implemented workflows when required throughout the GIM Solution deployment.
- A reconciliation of licence requirements (and cost) will occur at the end of the implementation.
- Work schedules for proposed services remain tentative until acQuire receives a signed copy of the quotation or a company purchase order. Unless one of these documents is received at least 14 calendar days prior to the scheduled commencement of the service(s), acQuire reserves the right to renegotiate the work schedule.
- “Services” means the implementation, modification, software deployment, licence configuration, documentation or other services performed by acQuire, as outlined in the accepted scope of works proposals. acQuire warrants that the Services will be performed to the standard of care, skill and diligence expected of competent professionals delivering GIM Solutions.
- acQuire shall be compensated for satisfactory performance of the Services in accordance with approved requirements defined and accepted. Client shall only be responsible for reimbursing acQuire for out-of pocket expenses which are:
(a) reasonably incurred by acQuire and
(b) preapproved by Client in connection with performance of the Services.
- acQuire will be compensated for any changes to the scope of services that have been pre-authorized by Client in writing via a duly authorized change order.
- acQuire reserves the right to charge 50% of the daily service cost as defined in the proposal for any scheduled time acQuire personnel are not able to perform the project deliverables due to client delays.
Training Session requirements
- A minimum of two participants is required to run a training session. A maximum of eight participants per session is recommended for an effective learning environment.
- Training sessions will not be more than eight hours per day. acQuire’s accredited training program, the acQuire Learning Pathways, is competency-based. For assessment purposes, acQuire requires participants to complete and submit their assignments as directed within 14 calendar days following the completion of the training session. For assignments submitted after this period, acQuire reserves the right to charge for any time related to the assessment of assignments submitted after this period.
- All learning sessions are delivered using the latest versions of acQuire GIM Suite products. Upon enrolment in a unit access to activity books and associated resources are available to download via the acQuire Learning Portal.
- The Client will be invoiced for the charges associated with delivering resources to their nominated site. Charges may be in the form of courier fees, or excess baggage charges (for example, when an acQuire staff member delivers the materials).
- To ensure the effectiveness of acQuire onsite training session(s), the client is asked to provide the following :
- A separate room that is suitable for learning purposes.
- A computer for each participant, set up to acQuire’s requirements. The Requirements for acQuire Learning Desktop Virtual Machine provides comprehensive information about these requirements. This document is available on request from firstname.lastname@example.org
- A data projector
- A whiteboard/flipchart.
- For any training session, requests for substituting one participant for another can be made without incurring any additional fees. Requests to transfer a participant to another seminar or training session can be made. All requests must include the relevant participant details, and be submitted by the Client at least 14 calendar days prior to the commencement of the learning session via email@example.com.
- Requests to modify training sessions can be made. All requests must include details of the required modification(s) and be submitted by the Client at least 14 calendar days prior to the commencement of the training session via firstname.lastname@example.org. acQuire reserves the right to charge for any time related to change requests to the training deliver. A quotation will be provided prior to any changes being made to the training session(s).
- The client will only be charged for the actual costs incurred.
- The client is responsible for organising and paying for transport and accommodation. In cases where acQuire organises these, the client will be invoiced for the full costs incurred.
- acQuire will not provide reimbursement of any portion of transportation, accommodation or meals paid directly by the client for acQuire staff during the site visit.
- Whilst all attempts have been made to include any foreseen travel costs in this quotation, any unforeseen costs associated with travelling to site (visas, vaccinations, transport, meals, transfers etc) will be charged to the client at the time of invoicing.
- Transport and accommodation rates are subject to substantial change beyond the control of acQuire.
- It is acQuire’s policy that all international travel, where any one leg is greater than six hours, will be booked as Business Class (or equivalent class in case of any other mode of transport). This is to ensure the highest quality and efficiency of work from our technical team on arrival.
- All flight costs are based on a fully flexible airline ticket. Discounted restricted tickets are available on request. However, substantial charges apply if changes to these tickets are required. If a discounted ticket is used, the client will be invoiced for any cancellation or change fee that is applicable.
- In the best interest of acQuire staff, world safety issues are taken into account when acQuire staff travel to and from any Client site. acQuire will continually monitor all public warnings and refer to reliable sources, like the Australian Government’s Department of Foreign Affairs and Trade, for information about your location. acQuire reserves the right to reschedule or cut short, this or any other travel at our sole discretion and will provide as much notice as possible in the circumstance.
- acQuire will retain all current insurance policies (e.g. Workers’ Compensation Insurance) for the acQuire staff member during the performance of the work. Copies of the certificates of currency for these policies are available for the client’s review upon request.
- If travelling from overseas to an acQuire regional office or an acQuire event, the client is responsible for organising their own entry visa, transfers and accommodation. acQuire is not liable for the loss, theft of, or damage to a participant’s property, or for any personal injury sustained by a participant.
- acQuire will ensure that all visa requirements for our employees are taken care of prior to travel, however, the ultimate decision is left to the relevant Immigration department and Border Control at the country of entry. There is no guarantee that we will be granted entry upon arrival.
- More than 14 calendar days prior to commencement of services must be made in writing to the relevant department. Will incur no charges.
- 14 calendar days or less prior to the commencement of services must be made in writing to the relevant department. 30% of the service cost as defined in the proposal and all the other costs incurred to date will be charged.
- 3 calendar days or less prior to the commencement of services must be made in writing to the relevant department. 50% of the service cost as defined in the proposal and all the other costs incurred to date will be charged.
- acQuire reserves the right to cancel services. If we cancel services, we will endeavour to reschedule it at a suitable time, taking the client’s best interest into account. Where services have been paid prior to commencement, the client can elect for either a full refund or redirect payment towards other services.
- acQuire takes no responsibility for travel or other expenses incurred by service participants due to cancellations.
Anti-corruption, Bribery and Sanctions
- The Client warrants that neither it nor any of its Personnel or Affiliates has offered or given, or will offer or give, anything of value to:
- any government official, in order to influence or reward any action relating to acQuire and/or the Agreement;
- any other Person where it knows or reasonably should know that the same (or part thereof) will be offered, promised or given to:
- a government official in order to influence or reward action relating to the Client and/or the Agreement; or
- any Person in order to influence or reward such Person for acting improperly.
- The Client will comply with all local, state, national and international applicable laws, rules and regulations related to the rules of ethical conduct and responsibility in all jurisdictions at which the Client makes business with acQuire, including but not limited to the regulations relating human rights (including but not limited to human trafficking and slavery, labour regulations and the supply of conflict minerals), environmental protection, sustainable development, and Anti- Corruption Laws.
- The Client shall not offer gifts, entertainment, payments, loads or other favors for the purpose of receiving favorable treatment under an Agreement or other advantage that contravenes any applicable anti-corruption laws.
- The Client represents and warrants that neither it nor any of its Personnel or Affiliates:
- are or will become a Restricted Party;
- has sourced or will source Goods or Services, directly or indirectly, from a Restricted Party (including from Cuba, Iran North Korea, South Sudan, Crimea or Syria or any other country or territory that is the target of country-wide Sanctions); or
- will violate any relevant Sanctions.
Termination for Cause;
- Either party, at its option and without prejudicing any other rights it may have under this Agreement, may terminate this Agreement in writing if the other party:
- breaches any of its obligations under this Agreement in any material respect; or
- makes a general assignment for the benefit of creditors; or makes a written admission of its inability to pay its debts or obligations as they become due; or on becoming bankrupt or insolvent, takes the benefit of any law in force for the bankrupt or insolvent debtor; or seeks, consents to or acquiesces in the appointment of any trustee, receiver or liquidator of its business or its assets; or
- is found by a governmental authority or a competent court to be guilty of money laundering, breaching any law relating to bribery, corruption or offering inducements, or in breach of any other applicable laws related to the Services.