Terms & Conditions

            UCO Group Pty Ltd T/A UCO Business (“UCO”) is an independent consultancy firm offering expertise and services not available within your organisation. UCO’s focus is to offer the highest level of service and support possible to our clients, to meet your goals and to achieve successful outcomes. To help achieve this we have adopted standards and principles framed as our Terms and Conditions (T&C).     

            The purpose of this Terms and Conditions agreement is to set out the rules of engagement between you (The Client) and UCO to ensure we work as a team to meet your business needs and that UCO deliver you consistent support and service levels.


            Definitions

            1.        The Client is the entity responsible for payment of the Fee rendered in respect of the Services.

            2.        The ‘Project’ is the project of job referenced in a Scope of Work document, funding submission, proposal, project/review plan or other related documents.             
            3.       The “Agreement” comprises only the “Letter of Engagement” and/or “Project Submission” issued by the Consultant, “General Terms and Conditions” and the Scope of Work (including             any other document referenced there-in).              
            4.      The “Scope of Work” refers to any document setting out the overall Project as well as the portion and components of the Project to be managed and/or delivered by the Consultant             (including any other document referenced there-in).            
            5.        The “Services” to be performed by the Consultant for the Client are those contained in the Scope of Work.
            6.        The “Fee” is the amount or amounts payable to the Consultant referenced in the Scope of Work.   

            Services & Scope of Work

            1.        In providing the Services, the Consultant shall exercise the degree of skill, care and diligence normally exercised by consultants in similar circumstances.                
            2.      If the original Scope of Work is to be varied, the Consultant may decline to act for the new scope of work or may review the Fee and/or any estimate of fees / expenses previously             given.         
            3.       Generally, Project documentation including any or all of the following: proposal, letter of engagement, project plan, resource schedule or other document, will be provided indicating             the scope of services required.
            4.        If during a Project the Scope of Work changes, these terms also apply to the new scope. In the absence of detailed information about the level of documentation readily available and the            skill and extent of Client support that is scheduled, some adjustments to the Scope of Work may need to be made once these are known.
            5.       Unless specifically instructed otherwise however, the Consultant is not liable to make independent investigations in order to verify the veracity, completeness or content of information            provided to the Consultant by the Client or a third party.
            6.     Due to the complexity of such projects, changing requirements and user needs the consulting hours above are an estimate only. Any additional hours or changes to the software             associated with the PAYG stage will be agreed on by both parties prior to commencement.

                        UCO will use commercially reasonable efforts to ensure the project is delivered within the estimate and scope, but the actual services and related costs may vary from the estimate for,                   but not limited to the following reasons:

                        a)        Decisions made during the project regarding allocation of tasks to UCO or The Client.
                        b)        Changes to the planned solution that arise as a result of more information becoming available as the project progresses. 
                        c)        Problems that may arise with existing business and financial data during the project.
                        d)        Staff training and the ability and willingness of staff to adopt the new system.     
                        e)        Availability of and involvement in the project by The Clients resources.
                        f)          Consulting Day. A UCO Consulting 'Day' generally consists of 6 hours on site/ contact time.
                       g)       Travel / Call Out Fees. Travel for all site visits including the Perth Metro Area attract a Travel Charge equivalent to 50% of the consultants' normal hourly rate charge on an as-used                         bases in 15-minute increments. Travel is not charged at the Director Level for the Perth Metro area. 
                        h)        Out of pocket expenses will be invoiced as incurred, this includes travel and accomodation costs for locations outside Perth Metro area. 

            Fees, Expenses & Invoicing
            1.        In consideration of the Consultant performing the Services, the Client agrees to pay the Fee to the Consultant. This Fee will be on a time and materials basis at the Consultant’s standard          rates unless otherwise set out in the Scope of Work or agreed in writing. Also included will be any related expenses such as travel, accommodation, printing, couriers, teleconferences            and other costs related to delivery of the Project.
                        In consideration of the Client paying the Fee, the Consultant agrees to perform the Services as soon as practicable after receipt of:
                        a)         A written or verbal request to commence
                       b)        Provision of all required information outlined in the Scope of Work

            2.       This Terms and Conditions document is governed by the UCO Standard Pricelist which is detailed in Appendix A of this document.
            3.       The Fee is quoted excluding the Goods and Services Tax (GST) and all other GST and any other applicable taxes must be added at the appropriate rate at the time of invoicing.
            4.       In relation to the Fee:
                       a)        Where a fixed price Fee is quoted, this will remain fixed for a period of 90 days;
                        b)        Where a Fee is quoted at hourly rates plus materials, the rate will be fixed for 90 days;
                        c)       Fees are reviewed and varied on an annual basis; and
                       d)       Any services additional to those set out in the Scope of Work shall be charged on a time and materials basis unless a new fixed Fee is agreed in writing.

            5.       The Consultant shall be entitled to render invoices at any time. Such invoices shall be paid by the Client within fourteen (14) days of the date shown on the invoice. The Consultant shall           be entitled to interest at the same rate as the maximum overdraft rate fixed by the Commonwealth Bank of Australia of all due and not paid within fourteen (14) days of the date shown            on the invoice.
            6.        The following other payment terms apply unless noted in any proposal or agreed to in advance:
                         a)        Software: Payment on order (COD)
                        b)       Prepaid Consulting: Paid in advance on Invoice 
                         c)        Project / Fixed: 50% on engagement / 50% On Completion

            7.        UCO understands that businesses go through monetary pressures at times, and at its discretion, can be flexible in payment arrangements.
            8.        Consulting, Support & Assistance is an essential part of this solution as the provision of support, assistance and advice services by UCO will help to ensure your system delivers on your                requirements and evolves as you do.
                    These services are freely available and offered on a simple “Pay as You go” (PAYG) fee basis where you will only pay for the services you use. Services can be delivered via telephone or         email, remotely or onsite at UCO’s discretion. UCO time and materials used in the delivery of these services will be charged for including investigation before, during and until the issue           has been resolved. 
                   The Client recognises that support issues are not always easy to resolve. It may occasionally be necessary to investigate or attempt more than one resolution, especially if the issue is           caused by the software.
            9.     Prepaid consulting and support hours are offered in blocks at a discounted rate. Prepaid Hours are paid upfront and then used as required. Prepaid Hours are valid for and must be           used within 6 months from the date of the original invoice.
            10.   The Consultant has a general lien over any documents / property at any time held for the Client, as security for payment of invoices the Consultant issued or are to issue. That lien           continues even if the Consultant is no longer providing services for the Client.
                  The Consultant furthermore requires that reports/advice or any other information provided by the Consultant to the Client must not be relied upon and remain the property of the          Consultant, until such time as the Consultants Fees and any outstanding tax invoices for provision of such reports/advice or any other information provided to the Client have been paid              for in full.
            11.    The Client agrees to pay all costs (including legal and other debt collection costs on an indemnity basis) related to the recovery by the Consultant from the Client of any monies due by          the Client to the Consultant under or in connection with this Agreement.

            Support Services
            1.     Given the available technology, UCO are available when you need us. Business hours are generally from 8.30am to 5:00pm Monday to Thursday and 8.30am to 3:00pm Friday.
            2.
                 A Request for service or support is generally defined as a request for assistance to perform a task related to your software or business administration. These requests will                  include operational (including training), technical, functional or environmental issues.

                     All requests can be lodged by emailing: helpdesk@theadminmanager-uco.odoo.com

                     Support services will be provided as requested and will include email, telephone, remote login or on-site assistance.

            3.
                 UCO has a helpdesk hub uses an automated ticketing system to ensure your requests are tracked. Our helpdesk hub uses the following steps:

                    -    Automatically read your incoming email    
                    -    Email you back and acknowledge that we have received your email and notify you of your allocated ticket number
                    -   Publish that ticket into our system and alert us that it’s there for our action
                    -   If you have attached supporting pictures or documents the system will save these against your ticket for us

            4.
                 UCO requires all tickets generated for work to be pre- approved by The Client. No work will be undertaken unless the Ticket for the allocated support request has been approved by the         Client.
            5.     Response Times. It is our intention to provide you the very best support and service possible and we are committed to delivering response times that are a minimum of:
                    a)        Initial recognition / contact regarding your request within 24 hours.
                   b)        Delivery of a solution within 3 – 5 working days from the request (subject to 3rd  party timeframes).

            Client Requirements

            1.   You shall provide to UCO, full and free access to your computer systems, passwords, login details, documentation and any other business facilities deemed necessary by                    UCO for the performance of service.
            2.    You are wholly responsible for maintaining your computer system and protecting it from the loss of software and data for any reason, but not limited to, power failure, virus attack,          network and operating system failures and the integrity of the backup system. You are also responsible for complying with relevant licensing agreements for all software.
            3.   New or changed processes, practices, or policies that impact projects, products or support shall be presented by The Client for UCO to understand, learn, and follow. All changes         to products shall be coordinated by UCO.
            4.   UCO makes no warranty as to the suitability of The Product(s) until such time as the UCO Review and the corresponding Design stage has been completed. These stages are                 mandatory prior to a software implementation. UCO will make every effort to ensure the product will satisfy the requirements of The Client and The Client acknowledges that it has gained         sufficient information to satisfy itself as to the suitability of The Product(s).
            5.   Use of the Products is regulated by the standard “license to use products” as specified by the manufacturer(s) of The Product (including UCO, if it is a manufacturer of any part of         the Products), which includes the terms and conditions of use as well as applicable warranty and limitation of liability information.
                    These are available for inspection upon request. UCO makes no warranty whatsoever regarding the good order of the Products or of their fitness for use.
            6.     Where UCO is an Authorised reseller of The Product and is engaged by The Client as the software support partner for The Product, UCO will support those products as an independent                 authorised reseller.
                 As such UCO does not make any representation or warranties of any kind regarding errors and / or inaccuracies within any software and UCO is not responsible for software vendor’s        defects, bugs, errors or omissions.
                   The Client recognises that all software can contain defects, and that it is the responsibility of the manufacturer of the software to fix these defects in the normal course of business.
                  UCO will report any defects discovered in the Products to the manufacturer(s) but cannot provide any assurance regarding whether the manufacturer(s) will fix the defect, or what period             this will occur in.
                  Under certain circumstances it may not be possible to resolve a specific issue totally. Wherever possible, UCO will suggest alternative approaches to work around problems that arise that            cannot be fully resolved.
                   Provided UCO has acted in a reasonable manner, time spent investigating a defect and liaising with the vendor to have the defect resolved is chargeable by UCO.        
                   UCO will provide as much feedback as possible to the client pertaining to any defects that have been found.

            Product / Software
            1.    UCO is not responsible for any aspect of products and software not supplied or implemented by UCO or where UCO is not a product subject matter expert.
            2.  For the Product supported by UCO, regular Health Checks and user interviews will be conducted and the results documented and reported to The Client. Generally regular         prescribed Health Checks are conducted at no charge to The Client.
            3.    Upgrades to The Product are made available from time to time. Each of these upgrades will be notified, documented, planned and coordinated by UCO.
                    
                   Note: UCO is not responsible for any vendor software defects or “bugs” introduced following an upgrade. UCO requires that you use a version of The Product no older than 12 months.

            4.    Any relevant Vendor Annual License Fees (ALF) for The Product are not included in this agreement. The Client will be required to pay all Vendor related costs in regard to Annual Fees,                  Additional Users, Amendments to Companies and other changes that are chargeable by the vendor.
            5.    Software Installation is subject to IT and network setup. Ostendo is not cloud based and requires a PC or server (in house or hosted) to operate on.
            6.    Intellectual property (“IP”) created by UCO as part of providing any Services to the Client remains the property of UCO. The definition of the IP includes but is not limited to custom reports,        macros, automated procedures, software programs, operating / procedure manuals, checklists and another user documentation. The Client is entitled to unrestricted use of the IP subject         to any other specific terms and conditions that may be agreed to but may not sell it or in any other manner provide it for use by any other party.
            7.    UCO is not responsible for the accuracy and correctness of existing accounting, financial or other business data. UCO will take responsibility and will assist with transfer of data to new         systems, data fixes and similar activities where required, but ultimate responsibility rests with The Client to ensure accuracy and correctness.

                    The Client is responsible for meeting all audit and compliance requirements within their data. The Client is responsible for retaining historical data and the backup processes of this data.

            8.    From time to time a client may request, or it may be necessary to fix a data related issue, directly via the database. Data Fixes can be complex, and while UCO will provide its best         endeavours to resolve the data issue, the onus resides with the client to test the data fix in an appropriate time frame, provide feedback to UCO, and validate the data fix has provided the         correct result.
            9.    Report Writing / Custom Development. Custom reports or development can be a complex task, and it is important that a process is followed to ensure the customer requirements are met.          Where custom reports or development such as triggers, scripting or database changes are requested, UCO will, in conjunction with the customer, complete a Specification document to         gain an understanding of the changes required and the resulting solution.
                   The Specification will include the details of the requirements and an estimate of the cost. Once the changes have been developed and installed, the client is responsible for testing.               Depending on the nature of the changes, it can be quite common for a second round of changes to be made once user testing has been completed. Should a defect or change be required         in the report UCO must be notified as soon as possible.
            10.   This agreement notes the dependence The Client and UCO have on other software and external suppliers and the services they provide. UCO will manage the interface to those suppliers         as it relates to the provision of services to support and maintain The Product.
            11.    UCO reserves the right to refuse any services to The Client where accounts breach our standard payment terms and those detailed on the issued invoices. Any accounts that are deemed         overdue are considered in default of UCO trading terms and all services may be withheld until the default account is rectified.
            12.    UCO provides its services on a best endeavours basis and accepts no liability or provides no indemnity for any damages inadvertently caused in respect of its services, whether the                  damages are direct or indirect.
            13.    UCO maintains a Professional Indemnity Insurance Policy of $1,000,000..
            14.    The products and services of UCO remain the property of UCO Business Pty Ltd until all products and services invoiced are paid for in full.
            15.    This agreement is between UCO Business Pty Ltd (ABN 64 494 682 297) and The Client as named in this agreement.           
                    This Agreement is valid from the date of signing and will be reviewed periodically. Either party is to notify the other party promptly of any issues, concerns or complaints regarding any         matter under or in the Agreement.

                    The parties will use every endeavour to resolve, by a process of consultation, any differences or issues arising between them. The parties agree to meet the costs of any rework required as         a result of their respective actions / errors.

                    UCO will deliver the agreed services within the agreed timeframes, standards and costs, and in accordance with the commitments of the T&C. Both parties agree to act in good faith and in         a reasonable and timely manner with regard to the operation of the Agreement. Subject to statutory provisions and government standards, both parties to the Agreement must keep all         records relating to the other party confidential.

                    Both parties must also ensure safeguards are in place to protect information. Any potential disclosure of information contrary to this Agreement must be reported immediately to a         nominated officer of the Provider or Customer.

                    Employees and contractors hired by either party must observe an appropriate code of conduct, particularly those aspects relating to confidentiality, conflict of interest and privacy and         will be governed by these terms.

                    This agreement shall be governed by and construed and interpreted in accordance with the laws of the state of Western Australia, Australia