AMS Terms & Conditions of Supply
Attendance Management Solutions (herein referred to as “AMS”) agrees to supply goods (“Products”) and/or services (“Services”) to the Customer on these standard terms and conditions (“Terms”). All Products and Services are supplied on these Terms.
Purchase orders for Products or Services will constitute an offer by the Customer and may only be accepted by AMS in writing. Any purchase order received implies acceptance of the AMS Standard Terms & Conditions of Supply. Any amendments to purchase orders for Products or Services previously accepted by AMS must be approved by AMS in writing. Terms and conditions attached to or incorporated in a purchase order do not form part of the agreement between the parties where they are inconsistent with these terms. A signed copy of these Terms and Conditions will be accepted in lieu of a Purchase Order.
For New Time-Minder Solutions, a 50% deposit is required with a purchase order. Upon completion of installation and training an invoice for the balance of payment will be issued for which payment is required within 14 days. Should the client not provide specifications required to complete the software programming within 30 days of the initial order, the balance will be due and payable. All prices quoted within this proposal, including HelpDesk renewals, are valid for 30 days from the date of the proposal as marked on each page. AMS reserves the right to amend these prices after this time.
For Non-Time-Minder clocks and software, or for Time-Minder consumables full payment is required with the order. Goods will be sent to the nominated client address upon receipt of full payment.
Any amount not paid on the due date for payment may carry interest from that date until payment is made at a rate of 5% per month. This amount will be added to the original invoice and reissued.
Warranty and Support
All products supplied by AMS are deemed as New unless otherwise indicated. New products supplied by AMS will carry a standard manufacturer’s warranty of 12 months. Reconditioned Products will carry a 3 month warranty. Included HelpDesk registration is valid only for Administrator licences, if HelpDesk support is required for Supervisor licences it can be purchased separately. The annual Help Desk registration fee quoted may be increased from time to time without notice. Biometric products use a 1-1 matching algorithm. Deterioration of an individuals fingerprint can prevent a reliable read and enrolment. Not all employees may be able to enrol their fingerprints. In such cases Time-Minder clocks can be set to ignore individuals who are unable to successfully enrol their fingerprint.
Delivery of Products / Services
AMS will use its reasonable endeavours to deliver Products or Services to the Customer on the date agreed during the Customer’s normal business hours, but will not be liable for any delays in such delivery caused as a result of matters beyond its control.
Installation of Products and Software
The quoted proposal assumes that the install takes place within 4 weeks of the order. Where the client delays the installation for any reason, AMS reserves the right to invoice additional charges for installation.
Hardware: Where the quote includes installation of hardware, nominal hardware installation duration of up to 1 hour per device has been included. Hardware installation assumes: power and network connections are placed within 1 metre of where the clock will be placed; Fixed IP address allocated for each IP clock; Network connection should be fully patched and completed prior to install. Where hardware installation requires more time or materials to complete the install, the excess amount will be invoiced separately.
Software: The proposal assumes the software installation of up to 2 hours for the first licenced (and 1 hour per additional) and user orientation / training of up to 1 hour. AMS reserves the right to charge for additional time spent on installation and training, where delays are as a result of insufficient preparation by the client or by other parties engaged by the client to assist with the installation of the service. Training provided at the time of installation should be considered as an overview of the software only. We recommend that additional training is scheduled approximately two weeks after install when sufficient employee data has been collected from clocks. Where Payroll Interface has been purchased, no guarantee is given that data will be 100% compatible when uploading datafile from Time-Minder to payroll software. Payroll Software may need to have parameters changed to fully accept the Time-Minder data file.
Products returned will only be credited in full to the Customer’s account if received by AMS in the same condition as initially delivered by AMS to the Customer and received by AMS within 14 days of initial delivery.
Risk and Insurance
Risk of loss, theft, damage, deterioration or destruction of Products passes to the Customer upon delivery and possession by the Customer
AMS retains ownership of all Products supplied until they have been paid for in full. If the Customer fails to pay any moneys to AMS when due, AMS may, without prejudice to any other rights that Attendance Management Solutions may have, demand return of products or software, or suspend all support, including HelpDesk until such a time as payment has been made. Software will be licensed to the Customer on the terms of the relevant licence agreement provided with the Product or as otherwise agreed between Attendance Management Solutions and the Customer in writing.
AMS and the Customer agree that they will keep at all times as strictly confidential any confidential information that is disclosed or provided by one party to the other. In this clause, “confidential information” means information in any form but does not include information that is already in the public domain at the time that it is disclosed or becomes part of the public domain otherwise than as a result of an unauthorised disclosure by AMS or the Customer.
The Customer acknowledges that all intellectual property rights arising out of the provision of Services by AMS (including any intellectual property rights in any software written by or on behalf of AMS and any discoveries, inventions, patents or designs) are and will remain the property of AMS. The Customer agrees to do all things necessary, at AMS request, to effect an unconditional and irrevocable assignment of any intellectual property rights referred to in this clause.
Where the Customer breaches any of these terms, whether knowingly or unknowingly, AMS may without prejudice to any of its rights or remedies, under these Terms or otherwise by notice to the Customer suspend further deliveries and require payment in advance for all such deliveries, recover possession of any Product for which payment has not been made and claim immediate payment of all moneys due by the Customer in respect of all Products and/or Services which will then be immediately due and payable notwithstanding the due date or dates for payment or any terms agreed by AMS.
The Customer acknowledges that AMS has not made any warranty or representation, express or implied, in relation to the Products or the Services, including whether they are suitable for a particular purpose (whether such purpose was made known to AMS or not).
To the fullest extent permitted by law, the parties agree to exclude any terms which would otherwise be implied into these Terms by any statute. The liability of AMS for a breach of a condition or warranty implied into this agreement by the Trade Practices Act, 1974 is limited at the option of AMS: (a) if the breach relates to goods, to the replacement of the goods or the supply of equivalent goods, or the repair of the goods, or the payment of the cost of replacing the goods or of acquiring equivalent goods or the payment of the cost of having the goods repaired; (b) if the breach relates to services, the supplying of the services again or the payment of the cost of having the services supplied again.
Limitation of Liability
Attendance Management Solutions will not be liable to the Customer for any damages for loss of profits, revenue, data or use arising out of or in relation to the supply of Products and/or Services, even if AMS should have known of the possibility of such loss or damage and whether damages are claimed in contract, tort or statute.
Any variation to these Terms must be in writing.
a) All notices must be in writing and sent by mail, hand delivery or e-mail to the address of the receiving party.
b) No leniency, indulgence or extension of time granted by Attendance Management Solutions to the Customer will prejudice any of Attendance Management Solutions rights in any way or constitute a waiver of any of Attendance Management Solutions rights.
c) If any of these Terms are for any reason declared to be or become unenforceable, invalid or illegal, the remaining terms will remain in full force and effect.
d) These Terms are governed by the laws of South Australia and the parties agree to submit to the non-exclusive jurisdiction of the courts of South Australia.