Silicon Systems Limited – Terms of Engagement

Acceptance of  agreement together with our Terms and Conditions outlines the essential points of the business relationship that will exist between Silicon and the Customer in the process of the resale of any and all hardware, software, service and support (collectively, “Products”) as provided by Silicon, and suppliers of Silicon (the “Vendors”) but does not require any commitment to engage Silicon in any work.

This agreement is applicable to any service or product that is NOT already covered by any agreement, service level agreement between the parties

Acceptance and Additional Terms

Signing the Silicon Systems Terms of Engagement indicates the Customer’s acceptance and understanding of both these and the Standard Terms and Conditions and forms the agreement (“Agreement”). At all times during the relationship, terms and conditions outlined in the following documents apply and must be observed. Master Services Agreement, Statement of Work, Silicon’s Terms and Conditions. The person signing the Silicon Systems Terms of Engagement is deemed to have the authority to purchase on behalf of the Customer

Electronic Forms

The terms of any contract including those incorporated by references will create full enforceable obligations between you and Silicon and such terms shall be deemed for all purposes to be in writing, signed and original when printed from electronic files or records established and maintained by Silicon in the normal course of its business. Such terms will be admissible if produced as evidence on paper in any judicial, arbitration or administrative proceeding to the same extent as if they were hard copy signed documents.

Vendor Products and Terms

Silicon offers Products both from within the country and internationally. This agreement applies to any and all such Products offered by Silicon current as at the time the Agreement is signed and for the duration of the term of the Agreement. The Customer must be aware that in addition to this Agreement (i) the Vendor may provide further terms, conditions and require formal agreements (Vendor Terms) in order for the Customer to purchase at a particular level of pricing, and (ii) that while such Vendor Terms may be provided by Silicon upon request, that it is ultimately the Customer’s responsibility to be aware of, source, and agree to them.

End User

The entities and persons to which the Customer sells the Products, and the entities and persons by whom the Products will be used and/or registered to either as a result of sale or under evaluation, will be referred to as the “End User”. End User information is often required during the sales process to validate eligibility for service and support, upgrades, special discounts, and as registration information for purchased Products. End Users may also be required to agree to Vendor Terms.

Confidentiality

Silicon and the Customer each agree to retain in confidence all information disclosed by either party or a Vendor to the other party pursuant to the Agreement which is either designated as proprietary and/or confidential, or by the nature of the circumstances surrounding disclosure, should reasonably be understood to be confidential (the “Confidential Information”). The Customer acknowledges and agrees that the Products and all information provided to the Customer in accordance with the Agreement shall be Silicon’s or the Vendor’s Confidential Information without the need for any marking. Each party agrees to: (i) strictly preserve and protect the privacy of the Confidential Information; and (ii) refrain from using the other party’s Confidential Information except as contemplated herein. The Customer is solely responsible for removing any data stored on the Products that the Customer may consider confidential; Silicon and the Vendor will not have any obligations or liability with respect to data remaining on Products returned to Silicon.

The Customer shall not publish, or provide any results of benchmark tests, or other evaluations of Products without Silicon’s prior written consent. Silicon shall have the right to use for any purpose any information regarding the Products gained as a result of Customer’s use and evaluation of the Products. Such information shall include but not be limited to changes, modifications, corrections and improvements to the Products suggested by the Customer.

Rates and Invoices

 Pricing issued by Silicon is subject to change and quotations are valid only until the stated expiry date. In the case of Products sourced from outside New Zealand, Silicon retains the right to invalidate any pricing if the exchange rate changes by +/- 2 cents. As a budgetary illustration, any quote offered by Silicon does not constitute a binding contract until a purchase order or acceptance of the quote has been provided by the Customer and accepted by Silicon. Processing of purchase orders and lead times are subject to acceptance by Silicon, confirmation of required order details, payment details or account terms, and additional processing time required by Vendors of the Products, for non-stocked and non-standard Products.

Cancellations of orders are accepted, though the customer is liable for any costs incurred by Silicon up to the time of cancellation for example – restocking fees.

The Customer accepts liability for Products shipped using their own courier or picked up from Silicon premises. Responsibility passes from Silicon to the recipient upon successful delivery. The Customer must report any delivery shortage or damage immediately, Silicon will not be held liable for damage incurred after responsibility has passed to the Customer. The Customer must make payment of any amount due to Silicon, by the due date as stated on issued invoices and statements. Any advice issued by Silicon is believed to be reliable, but the Customer is responsible for confirming and understanding any required information relating to a sale. The Silicon Systems Terms and Conditions of Sale applies to all sales.

 Silicon’s service desk rates are charged on an hourly basis at the relevant Billing Rate as indicated on our Rate Card. We reserve the right to update our billing schedule at any time and agree at this time to communicate the changes to you. If a fixed-priced agreement has been entered into the prices agreed in the agreement are applied to only the services listed in the agreement. All other services are charged as per our Billing Rate Schedule.

 Silicon reserves the right to pass on any increases in licensing cost out of their control and any significant costs related to exchange rate movement in the respect of overseas services supplied to the Customer

 Invoices will be sent either as jobs are completed, or for all services to date at the end of the calendar month if the job is still in progress. Invoices will be sent separately for any other incurred Expenses on your behalf. Invoices are due as per our Terms and Conditions. If you do not have a credit facility with Silicon, payment is due upon delivery of services and prior to dispatch of hardware. Any issue with the invoice must be communicated immediately.

Invoices that are not paid for a month from due date, we reserve the right to accrue interest on the principal balance at a rate of 24% per annum until full settlement is received. If an invoice is unpaid for more than one month, we will cease to make our services available to you and consider legal action.

“Expenses” are costs incurred by us on your behalf and are required to complete the Task / Ticket requested, including but not limited purchasing of licenses and hardware. Any travel costs to meet you in person will be invoiced as part of a Task / Ticket.

Deliverables

“Deliverables” include any hardware, peripherals, accessories, software, engineering documentation (in any format) or supporting material authored, or any server or software configuration created or configured, by us for you, or anything else you request from us under these terms. Silicon charge for our time, and any related products. We take reasonable steps to keep the Deliverables, your data and your clients’ data secure during our engagement. You may request additional security measures. Such additional measures may be at your expense. It is your responsibility to store, backup, destroy or retain any data or Deliverable after the corresponding Billable Hours have been paid.

Unauthorised Use, Installation or Repair

Silicon shall not be liable for any damage caused by malfunction of the goods or their incompatibility with your systems where this is a result of: (i) Installation of unqualified trades persons or substandard installation (ii) Any addition to, modification of, or changes in location of the Goods or their being serviced by non-Silicon personally, other than as authorised by Silicon. (iii) The use of the goods otherwise than in accordance with the manufacturers’ or suppliers’ instructions. (iv) The specific operating environment in which the Goods are installed, which has a material adverse impact upon the functioning of the goods

Estimates

Estimates are not accurate. Our experience and best judgement are used to estimate as accurately as we can. We will communicate with you as soon as we are aware that an estimate is inaccurate. At that point we will cease to log Billable Hours on the estimated task and wait for your approval before logging any more Billable Hours. Regardless of the accuracy of any estimate, and regardless of whether the task is completed or not, each Billable Hour logged on the estimated task is billable at the Billing Rate, as indicated on our Rate Card. Un-Estimated tasks, such as meetings, planning, communications and reviews are logged and invoiced as Billable Hours at the Billing Rate, even if there are no Deliverables.

Task / Ticket

“Billable Hours” is the time spent preparing deliverables, working on estimated or Un-estimated tasks, or any other task/ ticket requested by you under these terms, measured in hours and will be charged in 15-minute increments. A “Task / Ticket” is a list of line items, where each line item includes the number of Billable Hours, a summary of what was done and the date. We make available a summary of Task / Ticket detail of Billable Hours on our invoices. At any time, you may request more detail about any Billable Hours or Task / Ticket we will make available information about the time spent on tasks, such as any complete or incomplete Deliverables, what precisely was done and how.

 In exceptional circumstances where that information is not readily available, we may log Billable Hours for the time spent to recover such information and provide that information to you as a Deliverable. This scenario is unlikely if you promptly query any doubts or questions about logged Billable Hours.

Projects and Recurring Services

Any services you request we deem are complex and require a Statement of Work or relate to any recurring service that you require us to provide will be covered under a separate specific agreement covering those services and hardware. All other services outside of this will be covered by this letter of engagement, our Standard Terms and Conditions and our Rate Billing Card

Deadlines

We endeavour to render our services promptly. We will notify you if our availability changes as soon as we know. We expect you to notify us of any changes in your expected usage as soon as you know. You determine the priorities among the services you require. We will usually help you determine these priorities by providing advice and Estimates.

Email Communication

Silicon may issue periodic email notices, which may include product availability information and other tips and techniques for successfully selling and marketing the products.

Physical location

Our invoices are sent from a New Zealand GST registered company. We reserve the right to provide our services from any location in the world