specified in the applicable Contract Specifications. The term Machine Code excludes source code and the operating system and any software applications. Managed Services has the meaning given in clause 2 of the Services Terms. Material means any document or other thing in which Intellectual Property Rights subsist. Material Adverse Event means any matter that: substantially and adversely affects the Supplier’s ability to perform any of its material obligations under this Agreement or a Supply Contract, which may result from: any material litigation or proceeding against the Supplier; the existence of any material breach or default of any agreement, or of any or award that is binding on the Supplier; matters relating to the commercial, technical or financial capacity of the Supplier or in the knowledge of the Supplier, any Approved Agent or subcontractor proposed to be engaged in respect of this Agreement or a Supply Contract; or any obligation under another contract the compliance with which may place the Supplier in material breach of this Agreement or a Supply Contract; or the Supplier knows, or should reasonably know, will, or has the potential to, cause material reputational damage to the Purchasing Authority or the Customer as a result of the Purchasing Authority and/or the Customer’s association with the Supplier. Rights means a person’s moral rights as defined in the Copyright Act 1968 (Cth). New Material means any Material that is: newly created by or on behalf of the Supplier during the performance of its obligations under the Supply Contract; incorporated into a Deliverable; and delivered to the Customer in accordance with the requirements of the Supply Contract, except for any Material that is Existing Material or any adaptation, translation or derivative of that Existing Material. Notice in Writing means a notice signed by a Party’s authorised representative or his/her delegate or agent which must not be an email, or a document scanned and sent by email. NSW Government Body means: any Division of the Government Service as defined under the Public Sector Employment and Management Act 2002 (NSW); a NSW Public Sector Service, whether in whole or in part (as defined under the Public Sector Employment and Management Act 2002 (NSW)), being: the Teaching Service (including any public school or TAFE in NSW); the NSW Police Force; the NSW Health Service; the service of either House of Parliament, or the President or Speaker, or the President and the Speaker jointly; any service of the Crown;
include returning faulty equipment to the original equipment manufacturer or authorised distributor for repair under warranty rather than repairing the maintained Equipment. Availability of Equipment and Spares Spares Availability Period The Supplier warrants that, for the Spares Availability Period it will, or it will procure that its supplier or the manufacturer will, offer to: continue to supply the Equipment (including replacements, upgrades or attachments provided by the Supplier); or supply appropriate substitutes for the Equipment if for any reason it is no longer available. Warranty The Supplier warrants that, for the Spares Availability Period, it will, or it will procure that its supplier or the manufacturer will, offer to: continue to provide support and spare parts for the Equipment, or any replacement, upgrade or substitute for the Equipment; if specified in the Purchase Order, provide training and such other assistance reasonably required by the Customer to enable the Customer to continue to use and maintain the Equipment; and maintain or ensure that there is sufficient stock of Equipment parts to enable any replacement, upgrade or substitute to be promptly made available to the Customer. Notice If the Supplier intends to cease supplying spare parts for the Equipment it must give the Customer at least 6 month’s notice prior to the end of the Spares Availability Period of its intention. Specific Warranties Scope The Supplier warrants that the Equipment, during the relevant Warranty Period, subject to any exception in clause 11 of these Equipment Terms, will, in all material respects: meet the Contract Specific Requirements (including the Contract Specifications) and any other requirements under the Supply Contract, including any Load and Performance Requirements; be free from defects or omissions in materials, workmanship, design and performance; be compatible and interoperable with Customer’s hardware and software environment as set out in the Order Documents; and be scalable to the extent set out in the Order Documents. User Documentation The Supplier warrants that the User Documentation that is to be provided by the Supplier at the time of delivery of the Equipment, will, subject to the exceptions in clause 11 of these Equipment Terms:
damage arises from the re-installation, moving, relocation or decommissioning or recommissioning of the Equipment by a person other than the Supplier or its authorised representative; damage arising from changes, alterations, additions or modifications effected or attempted by a person than the Supplier or an authorised third party repairer appointed under clause 10.6 of these Equipment Terms. To the extent that the Supplier permits a repair to be conducted by the Customer or any part is a ‘user installable part’ (as defined by the Supplier), then where that repair is conducted (or part is installed) in accordance with the Supplier’s instructions this shall not affect any warranty; damage arising from the act, fault, neglect, misuse or omission of the Customer; damage caused by the failure of electrical (other than power from the internal battery of the Equipment), air conditioning, humidity control or any environmental factor; damage caused by the operation of the Equipment other than in accordance with recommended operating procedures, User Documentation or otherwise than in accordance with the directions or recommendations of the manufacturer or the Supplier; any Virus, denial of service attack or other malicious act that adversely affects the Equipment or any software installed on it or connected to it, except to the extent that: the attack or malicious act is an attack or malicious act of the Supplier; or the Contract Specific Requirements include a requirement to protect against viruses, denial of service attacks or other malicious acts, and the Customer’s damages are caused solely by a failure to meet that obligation in the Contract Specific Requirements; use of consumables or parts that are of a type that, or which are provided by any person who, is not approved by the Supplier; improper use or mismanagement by the Customer; or an Event. If the Supplier has been requested to provide any warranty services and the item that was requested to be remedied is determined not to be an Equipment or Documentation Defect then the Supplier is entitled to charge the Customer for the costs and expenses (calculated using the rates set out in the Supply Contract, or if none are stated, at the Supplier’s then current commercial rates) that arise out, of or in connection with identifying and attempting to remedy that item. The Supplier expressly excludes any warranty that the Equipment will operate with any consumables or parts that are of a type that, or which are provided by any person who, is not approved by the Supplier. - Infrastructure Terms
Date – Prices DISCOUNTS AND RATE CARD Project Duration and Team Discounts (Services Only) The discounts on the duration of an engagement or project under a Supply Contract, and the number of Supplier FTEs involved in it (Project Duration and Team Discounts) will apply for the Term of this Agreement and (if later) the Term of each Supply Contract entered into under this Agreement. Project Duration and Team Discounts for all Customers acquiring Contracted Items under a Supply Contract entered into under this Agreement. Project Duration and Team Discounts will be applied to, and discounted, from the final invoice for Services in respect of the relevant project or engagement, and will be calculated, based on the project or engagement duration and team size, in accordance with the following table: Services Rate Card The Supplier's rate card for various roles and personnel involved in the provision of Services under a Supply Contract (Services Rate Card) will apply for the Term of this Agreement and (if later) the Term of each Supply Contract entered into under this Agreement. In relation to any Supply Contract, subject to any discount or rebate set out in this Schedule or otherwise agreed between the Supplier and the Purchasing Authority or the Customer, the Supplier agrees to provide Services at the daily ceiling rates. The daily ceiling rates are based on a day of 8 hours. The Purchasing Authority and the Supplier have agreed the following Services Rate Card: