Terms & Conditions
1. Definitions and Interpretation
- “Customer” means the person, firm, corporation or other body who engages Spectar Group to provide the Services or Goods.
- “Goods” means any and all software and/or hardware goods and/or other goods that are purchased from Spectar Group
- “DigiAssists” means the digital worker equivalent to a temp hire to the customer performing set of defined functions within their environment or managed by Spectar Group.
- “Spectar Group” means Spectar Group Pty Ltd – 313/530 Little Collins St, Melbourne VIC 3000, Australia.
- “Services” means all services provided by Spectar Group to the Customer, which may be more particularly described in a scope of works.
- Headings are for ease of reference only and shall not be considered in the interpretation of these Terms and Conditions;
- reference to the singular includes the plural and vice versa and reference to one gender includes all other genders;
- reference to a document or agreement, including these Terms and Conditions, includes a reference to that document or agreement as novated, altered or replaced from time to time; and
- reference to a party to a document includes a reference to that party’s personal representative and successors.
- The term shall begin at the commencement of the provision of the Services by Spectar Group to the Customer and conclude at the date specified in the engagement agreement or Statement of Work.
- The Customer shall provide Spectar Group with a minimum one month’ notice where the Customer desires to extend or reduce the stipulated service period. The Customer must provide such notice to the nominated Spectar Group Business Development Manager in writing
- Spectar Group may invoice the Customer on a pay per use & time and material basis every fourteen days or at such later interval as Spectar Group may elect.
- Payment terms of all invoices issued by Spectar Group shall be 15 days.
- The Customer agrees to pay in advance of delivery for any Goods purchased by the Customer from Spectar Group.
- The Customer further agrees to reimburse Spectar Group for any and all reasonable out-of-pocket expenses incurred by Spectar Group in the provision of the Services.
- Spectar Group shall each week record on timesheets and expense reports the activities performed for the Customer, the hours worked, and any expenses incurred.
- Spectar Group shall provide the Services at the location specified by the Customer. Utilizing Spectar Group’s premises and/or equipment may incur additional cost.
- Spectar Group shall provide suitably qualified personnel to provide the Services to the Customer.
- Spectar Group may make personnel substitutions of its own volition or may (at its own discretion) agree to a customer request for personnel substitution. In the event of Spectar Group’s initiation of this clause then Spectar Group shall bear any duplication of labour costs associated with a handover. The engagement shall in all other respects continue in accordance with these Terms and Conditions.
- The Customer acknowledges that the Services being provided by Spectar Group to the Customer do not include any intellectual property, information technology processes, systems, methodologies or frameworks used by Spectar Group in the provision of the Services. These will remain the property of Spectar Group unless otherwise agreed in writing.
- The Customer acknowledges that where it purchases Goods from Spectar Group, the terms and conditions of the manufacturer of those Goods shall apply as between the Customer and the manufacturer and the Customer hereby agrees not to claim against Spectar Group in respect of the Goods.
- The Customer acknowledges that Spectar Group to the maximum extent permitted by law makes no warranty as to the Goods and that any warranty made in respect of, or applicable to the Goods shall be that of the manufacturer of those Goods.
- The Customer agrees to take sole responsibility for any decisions to purchase Goods from Spectar Group regardless of any advice or information offered or provided by Spectar Group. This advice may include, but is not limited to, the provision of “proof of concept” services.
Spectar Group agrees to comply with all reasonable security provisions and measures of the Customer that are notified to Spectar Group at the commencement of Spectar Group’s attendance at the Customer’s location for the provision of the Services.
- Spectar Group makes no warranty that any system that has been tested by Spectar Group will be without fault. Spectar Group warrants only that the results of the testing will be as reported within the parameters of the time spent in providing the Services and the methodologies applied by Spectar Group.
- Except as required by statute, all express and implied conditions and warranties in relation to the Services and Goods are hereby excluded and Spectar Group’s liability hereunder (if any) shall be limited at Spectar Group’s discretion to, in the case of Goods, replacement of the Goods, the supply of equivalent Goods or the payment of the cost of replacing the Goods or of acquiring equivalent Goods or, in the case of Services, the supply of the Services again or the payment of the cost of having the services supplied again.
- Spectar Group shall not be responsible for any loss the Customer incurs because of delay in delivery of the Services or Goods. The Customer agrees not to make any claim against Spectar Group for loss or damage or costs of any nature whatsoever arising from Spectar Group’s failure to supply the Services or the Goods by any estimated delivery date.
- In this Clause “Confidential Information” means all information given, disclosed or obtained by Spectar Group in the provision of the Services that is by its nature confidential, that is designated as confidential by the Customer or that Spectar Group has reason to believe is confidential but excluding information that is in the public domain or subsequently becomes part of the public domain other than as a result of an unauthorised disclosure by Spectar Group.
- Spectar Group acknowledges that in the provision of the Services Spectar Group may by furnished or may otherwise receive or have access to Confidential Information.
- Spectar Group acknowledges and agrees that it will keep confidential and not disclose, divulge or make use of any Confidential Information of the Customer for its own benefit or the benefit of any other person.
- The Customer agrees to keep these Terms and Conditions strictly confidential and not disclose them to any other person.
- The Customer hereby consents to being noted as a customer of Spectar Group.
- The Customer represents and warrants to Spectar Group that it is presently in no financial difficulty and can comply with these Terms and Conditions.
- The Customer agrees to indemnify and keep indemnified Spectar Group from and against all costs, damages, claims, loss or liability (including legal costs and disbursements in defending or settling the claim giving rise to the same) arising from or in connection with the provision of the Services or Goods by Spectar Group.
Where these Terms and Conditions call for notice to be provided to a party, that notice must be provided in writing and may be sent to that party by either mail, facsimile or email to the last known address, facsimile number or email address of the other party.
If any of these Terms and Conditions are subsequently declared illegal or unenforceable, then such illegal or unenforceable terms or conditions shall be severed, and the remaining terms and conditions shall continue in full force and effect.
The waiver by Spectar Group of any breach by the Customer of any of these Terms and Conditions shall not prevent the subsequent enforcement of that term or condition and shall not be deemed to be a waiver of any subsequent breach.
Spectar Group shall be engaged as independent consultant of the Customer in the performance of the Services. Neither party shall have (nor represent that they have) any power, right or authority to bind the other, or to assume or create any obligation or responsibility, express or implied, on behalf of the other or in the other’s name.
Neither party may assign or transfer its rights or obligations under these Terms and Conditions without the prior consent in writing of the other party.These Terms and Conditions are not to be construed to the disadvantage of a party because that party was responsible for its preparation.
These Terms and Conditions apply to every contract between Spectar Group and the Customer, and or any other terms whether oral or in writing which may deviate from or are inconsistent with these terms and conditions are expressly excluded, obviated and rejected by Spectar Group. This exclusion and rejection include any statement by the Customer that the Customer’s terms and conditions shall prevail notwithstanding any stipulation by the Customer regarding the manner of declaring such rejection.
If the provision of the Services by Spectar Group is prevented or delayed, in part or all, by reason of act of God, or the consequence thereof including, but not limited to fire, flood, typhoon, earthquakes or by reason of riots, wars, hostilities, government restrictions, trade embargoes, strikes, lockouts, labour disputes or other causes beyond Spectar Group’s control, Spectar Group may, at its option, perform the contract or the unfulfilled portion thereof within a reasonable time from the removal of the cause presenting or delaying performance or rescind unconditionally and without liability, that contract or the unfulfilled portion thereof.