Mercury IT Pty Ltd
ABN 51 111 048 910
TERMS & CONDITIONS OF TRADE
Introduction
Subject to any further contractual terms agreed between Mercury IT Pty Ltd and Customer, Customer agrees to accept supply of Goods and Services by Mercury IT Pty Ltd pursuant to the following Mercury IT Terms and Conditions of Trade.
1 Definitions
Unless the context otherwise implies:
- "Business Day" means a day that is not a Saturday, Sunday or any other day which is a public holiday.
- “Customer” means the person or entity named in any order form or other document confirming the order of Goods or Services pursuant to these Terms and Conditions of Trade.
- “Deliverable” means the specific element of Hardware, Software or Services to be delivered pursuant to these Terms and Conditions of Trade.
- “Goods” means Hardware and/or Software supplied pursuant to these Terms and Conditions of Trade.
- "Hardware" means any computer equipment including component parts to be supplied pursuant to these Terms and Conditions of Trade.
- “Parties” means Mercury IT Pty Ltd and the Customer.
- “Services” means the information technology services detailed in the Contract Specifications.
- "Software" means Developed Software, Licensed Software or Third Party Software as the context dictates to be supplied pursuant to these Terms and Conditions of Trade.
- "Price" in relation to a Deliverable means the price payable for that Deliverable as agreed between the Parties.
2 Customer’s Obligations
2.1 The Customer will cooperate fully, act reasonably and in good faith to assist Mercury IT Pty Ltd to achieve there obligations entered into with these Terms and Conditions of Trade in a timely and efficient manner.
2.3 The Customer will allow Mercury IT Pty Ltd all the necessary access to the Customer's systems and premises to enable Mercury IT Pty Ltd to fulfil its obligations set out within the Contract.
2.4 The Customer will ensure all Mercury IT Pty Ltd staff and/or sub-contractors are sufficiently advised and trained in all customers’ company policies and procedures to the extent necessary for them to perform the duties required to complete there work..
3 Mercury IT Pty Ltd’s Obligations
3.1 Mercury IT Pty Ltd will ensure that the Deliverables comply with the Contract Specifications.
3.2 Mercury IT Pty Ltd will ensure that the Deliverables are supplied in a professional manner and with due care and skill.
4 Contract Specifications
4.1 Customer warrants that all necessary Contract Specifications for the supply or integration of any Hardware, Software or Services under this Agreement have been provided to Mercury IT Pty Ltd in writing and in sufficient detail to satisfy Mercury IT Pty Ltd’s requirements of interpretation and understanding to enable supply of the Deliverables to Customer as requested.
4.2 Mercury IT Pty Ltd shall not accept any liability whatsoever for supply of such Deliverables contrary to Customer's intention due to insufficient or inadequate provision of Contract Specifications or detail by Customer.
5 Delays
5.1 Any delay by Mercury IT Pty Ltd in complying with the timeframes specified in the Contract Specifications, not directly caused by Mercury IT Pty Ltd will not relieve the Customer of the obligation to pay the charges invoiced to the Customer under this Agreement.
6 Charges
6.1 On-Site standard charges are a set rate of $165 inc GST per hour with the mininum charge being 1 hour.
6.2 Remote Support charges are set at a rate of $41.25 inc GST per 15 minutes.
6.3 Unless otherwise expressly agreed prices do not include, Installation support of maintenance of deliverables.
6.4 All charges for labour and parts are the sole responsibility of the Customer.
6.5 All equipment sold by Mercury IT Pty Ltd will include all relevant government taxes (e.g. GST) unless otherwise arranged by Mercury IT Pty Ltd with the Customer.
6.6 The Standard Rates Onsite and Remote rates apply only to labour, any parts are chargeable.
6.6 All quotations and prices are subject to change without notice.
7 Payment
7.1 Mercury IT Pty Ltd must provide the Customer with a correctly rendered invoice and tax invoice where appropriate.
7.2 Payment terms are net 7 days from date of invoice.
8 Cash Sales
8.1 Should Mercury IT Pty Ltd supply Customer with any Deliverables on a cash sales basis Customer agrees to the following terms:
(1) No order shall be processed until full payment for the Deliverable has been received by Mercury IT Pty Ltd.
(2) Should delivery of the Deliverable be ineffective due to the unavailability of Customer to accept delivery, Mercury IT Pty Ltd reserves the right to charge customer for freight and restocking charges.
(3) Once an order for a Deliverable is placed it cannot be cancelled or changed unless agreed to by Mercury IT Pty Ltd.
9 Confidentiality
9.1 The Parties shall not without the prior written approval of the other make public or disclose to any other entity any confidential information of the other company.
10 Delivery
10.1 Estimated delivery dates are based on information available to Mercury IT Pty Ltd from suppliers. Mercury IT Pty Ltd is not responsible for delays in delivery caused by a supplier or for other reasons beyond the control of Mercury IT Pty Ltd.
11 Risk and Title
11.1 Risk of loss or damage to Goods will pass to the Customer when the Goods are delivered to the Customer or to the Customer’s authorised representative.
11.2 Notwithstanding the passing of risk:
(1) All Goods delivered by Mercury IT Pty Ltd to the Customer remain the property of Mercury IT Pty Ltd until all monies owing to Mercury IT Pty Ltd have been paid in full.
(2) Until payment has been received in full, Mercury IT Pty Ltd will be entitled to enter the premises of the Customer at any reasonable time, to inspect all records in relation to all Goods supplied by Mercury IT Pty Ltd and all records in respect of the sale of those Goods by the Customer.
(3) Mercury IT Pty Ltd will be entitled to enter the premises of the Customer at any reasonable time to recover possession of those Goods for which payment in full has not been made.
(5) It is agreed between Mercury IT Pty Ltd and the Customer that where Mercury IT Pty Ltd enters the premises of the Customer to take possession of the Goods and it is not possible to otherwise identify the ownership of the Goods in the possession of the Customer, the Goods will be treated as though they were sold by the Customer in the same sequence as the Customer has taken delivery of the Goods.
(6) The Customer must insure the Goods against loss or damage of any kind for their full value until full payment of the purchase price.
12 Hardware Warranty
12.1 The hardware warranty from the hardware vendor is the only warranty that will be provided. .
13 Software Warranty
13.1 The Customer accepts the Software manufacturer’s warranty in relation to the Software. No other warranty is provided in relation to the Software.
13.2 Issues or problems with any third party Software functionality are to be resolved between the Customer and the third party directly.
14 Software Manufacturers License Agreement
14.1 The Customer must agrees to execute and be bound by the terms of the Software manufacturer’s end user license agreement (EULA).
15 Returns/Cancellation
15.1 The Customer agrees to return any Goods to be returned to Mercury IT Pty Ltd within 7 days of receipt of the Goods by the Customer. Each claim by the Customer for return of Goods shall be dealt with under Mercury IT Pty Ltd’s Goods returns procedure.
15.2 The Customer agrees to pay all transportation costs and related charges for returning Goods to Mercury IT Pty Ltd and from Mercury IT Pty Ltd to Supplier if Goods orders are cancelled by Customer.
15.3 Both the Customer and Mercury IT Pty Ltd may cancel support orders upon 60 days written notice to the other party, unless otherwise agreed in writing between Mercury IT Pty Ltd and the Customer.
16 Limitation of Liability
16.1 Subject to the warranties expressly provided by the manufacturers of the Goods supplied under these Mercury IT Pty Ltd Terms and Conditions of Trade, all statutory or implied conditions and warranties are excluded to the extent permitted by law.
16.2 Mercury IT Pty Ltd accepts no liability whatsoever for any resultant loss or damage arising directly or indirectly from any connectivity or integration with any existing Customer process, product, materials, environment or system not adequately accounted for in the
Contract Specifications.
16.3 Without limiting the general nature of clause 16.1 and to the extent permitted by law:
(1) Mercury IT Pty Ltd will not be liable to the Customer for any claims of indirect or consequential damages or loss (including but not limited to claims for loss of profits, loss of data, goodwill, claims by any third person, negligence, use of products or interruption in the availability or use of data or products) arising directly or indirectly in respect of the supply of the Deliverable including a failure to meet any of the performance warranties in this Agreement and;
(2) Liability in relation to the supply of the Deliverables under any condition or warranty which cannot legally be excluded is limited to the lesser of:
(a) the cost of repair of the specific part of the Deliverable that is defective or the direct cause of the loss or damage allowed under 16.3(1);
(b) re-supplying that specific part of the Deliverable that is defective or the direct cause of the loss or damage allowed under 16.3(1); or
(c) paying the cost of re-supplying the specific part of the Deliverable that is defective or the direct cause of the loss or damage allowed under 16.3(1).
16.4 If any part of the Deliverable provided by Mercury IT Pty Ltd under this Agreement fails, during the warranty period, to conform in a material respect with the Contract Specifications, then:
(1) Mercury IT Pty Ltd is not liable unless the Customer notifies Mercury IT Pty Ltd of the failure within 30 days of the date of the failure becoming apparent to the Customer; and
(2) the liability of Mercury IT Pty Ltd is in any case limited as set out in clause 16.3.
17 Indemnity
17.1 Subject to clause 16, the Parties agree to indemnify each other against any loss, damage or liability whatsoever arising from any breach, act, omission or default by the Party, Party’s employees, sub-contractors or agents.
18 Unforeseen Events
18.1 Mercury IT Pty Ltd is excused from performing its obligations to the extent it is prevented by circumstances beyond its reasonable control (other than lack of funds for any reason), including but not limited to acts of God, natural disasters, acts of war, riots and strikes outside that Party's organisation.
19 Waiver
19.1 No delay or omission to exercise any right, power or remedy will operate as a waiver of the rights accruing to any party under these Terms and Conditions of Trade.
20 Severability
20.1 If anything in these Mercury IT Pty Ltd Terms and Conditions of Trade are unenforceable, illegal or void then it is severed and the rest of these Mercury IT Pty Ltd Terms and Conditions of Trade remain in force.
21 Governing Law and Jurisdiction
21.1 The law of Queensland governs this Agreement.
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