Supply of Services:
- In consideration of the Customer paying to Strategic Scanning Solutions the agreed price, Strategic Scanning Solutions shall provide their agreed Scanning Services as specified in the ‘Project Agreement’ subject to the terms and conditions of this Agreement.
Price and Payment:
- The price will remain firm for the agreed volume of the scanning project (+/- 25%). Outside this range, prices may then be incrementally negotiated accordingly at the completion of the project. Thereafter, Strategic Scanning Solutions may make additional charges for any additional costs incurred as a result of any unreasonable circumstances of the paper documents received.
- All carrier costs incurred under this Agreement shall be at the expense of the Customer.
- The Customer is advised to ensure that the paper documents are received at Strategic Scanning Solutions in a reasonable and scanning condition.
Term and Termination
- Subject to the following clauses, this Agreement shall commence on the date hereof and continue until the completion of the project or the specified time.
- Either party may terminate this Agreement with immediate effect if the other party commits a material breach of any of its obligations and does not remedy such break (if the same is capable of remedy) or make reasonable compensation within 14 days of being required by notice to do so.
- Termination of this agreement, however caused, shall be without prejudice to any rights or liabilities of the parties agreed to the date of termination.
- Strategic Scanning Solutions shall keep absolutely secret and confidential at all times, all knowledge and information which is disclosed, communicated or delivered to its pursuant to this Agreement.
- Strategic Scanning Solutions shall not use or disclose any confidential information or any part thereof to any person other than such employees, agents or representatives of Strategic Scanning Solutions to whom disclosure is necessary for the purposes of this Agreement and shall ensure that its agents or representatives to whom confidential information is disclosed are at all times subject to and maintain this obligation of confidentiality.
- This obligation of confidentiality shall not extend to any information, which is the public domain through no act or omission (including negligence) of Strategic Scanning Solutions or its agents and representatives.
- The termination of this Agreement does not operate to terminate this obligation of confidentiality, which remains in full force and effect and binding notwithstanding the termination.
- In accordance with the requirements of the National Privacy Principles, Strategic Scanning Solutions shall take reasonable steps to protect any personal information of the Customer it holds from misuse and loss and from unauthorised access, modification or disclosure.
- Certain laws imply terms, conditions and warranties (“prescribed terms”) into contracts for the supply of goods and services and prohibit the exclusion, restriction or modification of such terms, conditions and warranties. Some prescribed terms permit a manufacturer or a supplier to limit its liability for a breach thereof. Except as provided by prescribed terms, the liability of Strategic Scanning Solutions in respect of a breach of a prescribed term relating to any goods supplied by Strategic Scanning Solutions or any services supplied by Strategic Scanning Solutions is limited at the option of Strategic Scanning Solutions to the replacement or repair of the goods supplied or any part thereof or the supplying of the services again or the payment of the costs of having the services supplied again.
- Subject to the prescribed terms, this Agreement contains the entire understanding of the parties as to its subject matters and supersedes all prior agreements, understandings and negotiations as to such subject matter.
- Subject to the prescribed terms, the Customer shall not under any circumstances have any cause of action or right to claim or recover from Strategic Scanning Solutions for or in respect of any loss or damage of any kind whatsoever and howsoever arising.
- Subject to any prescribed terms, the Customer shall indemnify and hold Strategic Scanning Solutions harmless against all losses, liabilities and expenses whatsoever incurred by Strategic Scanning Solutions resulting from any claims or demands by any third party brought at any time our of or otherwise arising from or in connection with this agreement or the supply of the services including any antecedent negotiations or representations.
- This Agreement shall be governed by the laws of Victoria.
- The Customer shall not assign its obligations here-under without the prior written consent of Strategic Scanning Solutions.
- The waiver by one party of a breach by the other party of any covenant or obligation or provision of this agreement does not operate as a waiver of another or continuing breach by the other party of the same or any covenant obligation or provision of this agreement.
- Strategic Scanning Solutions shall not be liable for any failure to perform its obligations if the failure arises from circumstances beyond its reasonable control.
- The Customer is aware of and acknowledges that in the course of its provision of the services in their standard form there is a likelihood or errors and omissions occurring and that Strategic Scanning Solutions will not be liable for the consequences of those errors and omissions unless the Customer has made in writing specific arrangements with Strategic Scanning Solutions for additional scrutiny and review of the performance of the services.
- Although Strategic Scanning Solutions will take reasonable steps to ensure the safety and preservation of the Customer’s Property while it is in its care and custody, such property at all times will be and remain at the risk of the Customer and the Customer accordingly shall have no claim against Strategic Scanning Solutions in respect of the loss of or damage to such property while it is in the care and custody of Strategic Scanning Solutions or while it is in the course of transit between the premises of the Customer and those of Strategic Scanning Solutions.
- Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective as to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or effecting the validity of enforceability or such provision in any other jurisdiction.