PBT Terms & Conditions of Service - Business Systems
PBT Terms and Conditions of Service
At Progressive Business Technologies (PBT), we strive for great client relationships. Everything we do is aimed at making a positive difference to your business and establishing ourselves as your trusted technology and business systems advisor.
To assist with this, it is important for us to outline the terms and conditions upon which we provide our services. With both parties understanding these terms and conditions, we can avoid possible misunderstandings and confusion.
By signing this document, both the client and PBT agree to be bound by the terms within it.
PBT reserves the right to review these terms and conditions from time to time and will provide notice to our clients if the terms and conditions have changed via our website. You can review our terms and conditions at any time as they are available publicly on our website www.pbt.net.au.
2. Support & Consulting Services
Service Charges & Terms
- PBT’s service rates vary depending on the product and service being provided. This is outlined in your sales proposal. If you wish to confirm rates and travel charges for your products and services, please contact us on 1300 720 767.
- Unless otherwise advised, PBT provides its services on a time & materials basis at the current applicable rate.
- Services provided outside of business hours (Monday to Friday 8.00 am – 6.00 pm) are charged at 1.5 times the applicable rate.
- PBT reserves the right to review and change its rates.
- PBT works with clients on a support agreement basis only, representing the value of maintaining a support infrastructure that is available in times of need and our commitment to improving your business systems.
- Our support agreement entitles our clients to support services up to 15 mins per case at no additional charge.
- Where a support case requires more than 15 minutes to investigate and resolve, the additional time is charged at our hourly rate in 10 minute increments.
- PBT may provide support via telephone, remote access, or onsite services. The Client agrees to provide access to the required systems so that PBT can carry out its services.
Inclusions in Support Services
- The Client understands that time spent on support matters may not simply be the time spent with you on the phone, or the time to respond to an email. Consultants & support personnel need to record details of the support request, including the resolution of the issue, liaise with the software vendor via phone or email, and in many cases, may need to investigate the issue more thoroughly in a test instance or copy of the Client’s data. The Client accepts that these activities are chargeable.
- Unless otherwise specified, the products sold & supported by PBT are not the property of PBT. The Client acknowledges that we support them as an authorized reseller, and we are an independent company to the Software Developer.
Support Services Pertaining to Software Defects
- Unless otherwise notified, PBT is not responsible for any defects found in the Products and has no direct access to the software source code to make software changes to fix software defects.
- The Client recognizes 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.
- Under certain circumstances, it may not be possible to resolve a specific issue totally. Wherever possible, PBT will suggest alternative approaches to work around problems that cannot be fully resolved. Provided PBT has acted in a reasonable manner, time spent in these circumstances is chargeable by PBT and the Client accepts these charges.
- The Client recognizes 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. PBT 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 the time period within which this may occur.
- Provided PBT has acted in a reasonable manner, time spent investigating a defect and liaising with the vendor to have the defect resolved is chargeable by the PBT, and the Client accepts these charges.
Responsibility for Financial Data
- PBT is not responsible for any Client accounting, financial, or other business data. PBT will assist with the transfer of data to new systems and provide general advice and assistance where required, but the ultimate responsibility for the accuracy of financial data and compliance with accounting standards rests with the Client. The Client is responsible for meeting all audit and compliance requirements related to their data. The Client is also responsible for retaining historical data and for the backup and security of this data.
- From time to time, the Client may request, or it may be necessary to fix a data-related issue. Data Fixes can be complicated, and while PBT will provide best endeavours to resolve data issues, the onus resides with the Client to test the data fix within an appropriate timeframe and give feedback to PBT. PBT is not liable for any issues relating to data fixes.
3. Software Sales
- Suitability of Products
- PBT will conduct demonstrations of some or all of the Products to the Client, and answer questions raised by the Client regarding the Products. However, a detailed analysis of the Client’s requirements and a corresponding solution design may not have been completed at the time of sale. This will be done as part of the project services. Accordingly, PBT makes no warranty that the Products 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 Products.
- PBT will provide a formal sales proposal to the Client for the purchase of new business software.
- Where the Client is ordering additional modules or user licenses for an existing system, PBT will provide an email with an estimated implementation cost and the subscription fees for the products & service. The Client acknowledges clause 3.1.1, that it has gained sufficient knowledge to satisfy itself that the software is suitable for its requirements.
- Products ordered within the terms of a Sales Proposal or email estimate may not be returned once ordered and/or the order may not be canceled without the approval of PBT in writing, which it may do at its sole discretion. The Client is responsible for any charges that may be levied on PBT by its suppliers of the Products.
- Use of the Products is regulated by the standard “license to use Products” as specified by the manufacturer(s) of the Products, which includes the terms and conditions of use as well as applicable warranty and limitation of liability information. These are available on the software manufacturer(s) website, or we can provide them for inspection upon request. As PBT is not the manufacturer of the products it makes no warranty whatsoever regarding the good order of the Products or of their fitness for use.
4. Software Implementations
- The project services detailed in a PBT Sales Proposal constitute an estimate only. The actual services and related costs may vary from the estimate. On occasion, the variance may be material. There are many reasons for this, including but not limited to:
- Decisions taken during the project regarding the allocation of tasks to PBT or
- Changes to the planned solution that arise as a result of new information becoming available over time as the project progresses.
- Problems that may arise with existing business data and reconciliations during the project.
- Availability of and involvement in the project by the Client’s resources.
- Circumstances that cannot reasonably be anticipated at the time the Sales Proposal is signed.
- Where there are defects in the Products, PBT will make all reasonable efforts to get these defects corrected by the manufacturer of the Products. PBT will also assist the Client in finding ways of using the Products that compensate for or bypass the defects. PBT will also assist the Client in correcting any data affected by a defect and provide related services. In these situations, all services provided, and disbursements incurred in accordance with this clause, are billable.
- PBT will act in good faith and will make every effort to carry out its responsibilities in a professional manner. PBT makes no warranty with regard to the provision of Project Services other than as specified in the Sales Proposal.
- PBT is not responsible for any accounting, financial or other business data. It will assist with transfer of data to new systems, but ultimate responsibility rests with the Client to ensure accuracy and correctness.
- Any intellectual property (IP) created by PBT as part of providing any Services to the Client remains the property of PBT, with no restrictions on the use of the IP by PBT. The definition of IP includes but is not limited to custom reports, macros, automated procedures, software programs, operating / procedure manuals, checklists, and other user documentation. The Client is entitled to unrestricted use of the IP for their company or group of companies, and, subject to any other specific terms and conditions that may be agreed to elsewhere in the sales proposal. However, the Client may not sell this IP or in any other manner provide it for use by any other party.
5. Custom Development / Integration
- Where the Client requests a custom application or integration to another system, a development process must be followed to ensure the customer requirements are satisfied. Each Custom Development requested will be quoted separately.
6. Cloud Hosting Services & Products
- Where a client utilizes any of PBT’s cloud hosting products and services, these services will be subject to their own agreement.
7. Direct Debit Authority
- For monthly recurring software fees or services, the Client agrees to complete a direct debit or credit card authority form to allow PBT to direct debit any monthly recurring amounts owing to PBT only.
8. Backing Up of Data
- PBT is not responsible for taking backups of data on the Client’s system(s) while services are being provided or thereafter unless a separate backup service has been agreed to. The Client must ensure that regular backups are taken of data, consistent with accepted industry practices. This includes data that PBT is working with while providing services (other than data on a consultant’s own computer, or in the PBT Office for which the consultant is responsible for backing up).
- If PBT is providing backup services, they will be subject to the PBT Managed Online Backup Terms and Conditions published on our website.
9. Client Data Security
- PBT takes client data security seriously and takes a multi-layered approach to infrastructure and data security, which is detailed in our Data Security Policy.
- Please review our Data Security Policy for Client Data on our website.
- Your use of our services signifies your acceptance of our Data Security Policy.
- If you do not agree with any aspect of our data security policy, please refrain from using our services and contact us on 1300 720 767 to discuss the matter.
10. Employee Solicitation/Hiring
- Neither party will directly or indirectly solicit or offer employment to or hire any employee, former employee, subcontractor, or former subcontractor of the other. The terms “former employee” and “former subcontractor” will include only those employees or subcontractors of either party who were employed or utilized by that party within six (6) months immediately prior to the alleged violation.
- In the event this clause is breached by either party, the breaching party agrees to pay the other party a monetary sum equal to that of 6 months of the employee’s annual base salary as recorded in the last 12 months that the non-violating party employed the employee. This clause is enforceable by either party even after the business relationship has been terminated for a period of 1 year.
11. Hardware and Hardware Related Software Sales
- Where PBT sells Hardware & Hardware Related Software (Operating Systems, MS Office, Backup Software, Security Software), it does so on a COD basis only.
- PBT will notify the client in advance of the date of delivery and payment is required to be made on the day of delivery.
- If Hardware & Hardware Related Software is being financed externally, PBT must be advised in advance, and contact details of the financing provided on request. Goods and services will be provided on receipt of the approved financial documentation.
12. Limitation of Liability
- Neither party will be liable to the other for special, indirect, or consequential
damages incurred or suffered by the other arising as a result of, or related to, the
performance of either party, whether in contract, tort or otherwise, even if the
other has been advised of the possibility of such loss or damages.
- The Client will indemnify and hold PBT harmless against any claims incurred by PBT
arising out of or in conjunction with the client project or services.
- PBT’s total liability under this agreement with respect to the services, regardless of
cause or theory of recovery, will not exceed the total amount of fees paid by the
Client for the products and / or services provided.
13. Termination of this Agreement
- This Agreement may be terminated by the Client at any time by providing PBT with one month’s written notice.