Terms and Conditions
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Terms and Conditions for Services Provided
1. DI Management Services Pty Limited ("we, us, our and ourselves")
agrees to carry out work for you ("you, your and yourself") on an
hourly basis. You agree to pay the service charge at the specified
rate, net of all taxes, duties, withholdings, and other charges of a
2. By paying a service charge or by using the software we provide to
you, you agree to accept these terms and conditions.
3. If we create software for you under this agreement, you are
entitled to receive a copy of the source code once all service charges
owing to us for the work have been paid in full.
4. We may use our own existing background technology in providing you
with the software. "Background Technology" is defined as software we
provide from our existing set of software utilities that is not
customised original work created specifically to your specifications
but is provided as background to the original functionality you
specify. The rights in all Background Technology we provide to you
remain exclusively with us at all times. On full payment of all
service charges owing to us, you are hereby granted a non-exclusive
licence to use such Background Technology in your own applications at
no extra charge, but you cannot distribute such Background Technology
separately to any third party under any circumstances except as part
of the software we have provided to you, nor can you grant to any
third party any rights other than those granted to you in relation to
our Background Technology. We reserve the right to provide Background
Technology in compiled executable form only.
Liability and Warranty
5. All software is provided "as is" without warranties as to
performance or merchantability or any other warranties whether
expressed or implied. Because of the various hardware and software
environments into which software may be put, no warranty of fitness
for a particular purpose is offered. Good data processing procedure
dictates that any software be thoroughly tested with non-critical data
before relying on it. You must assume the entire risk of using the
software. Our liability will be limited exclusively to replacement or
refund of the service charge related to the software in question.
6. In no event shall we be liable for any damages in connection with
or arising out of the use of the Software by any person whatsoever,
including incidental, indirect, special or consequential damages, or
any damages related to loss of use, revenue or profits, even if we
have been advised of the possibility of such damages. You expressly
agree to such a waiver.
Estimates and payments in advance
7. If we quote you a number of hours to carry out your work, it is an
estimate of the time we expect the work to take unless explicitly
noted otherwise in writing. The final number of hours and the
corresponding service fee you owe us will depend on the actual number
of hours we work for you. Any service charge paid before the work
commences is a payment in advance for work to be carried out and is
not an implicit acceptance of a fixed price. Payments made in advance
are not refundable unless we fail to deliver in a reasonable time the
work we originally agreed at the time of the quote.
Fixed price offers
8. If we explicitly offer to carry out work on a fixed price basis (a
"Fixed Price Offer"), we will do whatever work we agreed at the time
we made the offer - no more, no less.
9. When we provide you with software that works according to the
specification provided at the time of making the Fixed Price Offer and
that software runs with the test data provided by you at the time we
made the offer, you owe us the agreed fee.
10. You agree that any changes you request to the software after we
have made a Fixed Price Offer are outside the scope of the original
offer and are subject to an additional fee based on the extra hours
worked to provide these changes at the specified hourly rate. This
includes changes required to adapt the software to cope with extra
test data provided by you after the time of the original offer.
11. If our software does not work according to the specification and
test data you provided to us at the time before we made the offer, we
will fix the problem and provide you with a new, corrected version at
no charge, or, at our option, refund the fee charged for providing the
feature that does not work. Not working means actually failing to
carry out the task which the program is specified to do under
conditions that are reasonable to expect for normal use by a typical
Interpretation of specification
12. If the specification of the software provided by you prior to us
making an offer is silent, unclear or ambiguous on how to handle a
specific requirement, we will make a judgement on what is required and
will include this in the final product delivered to you. Unless it can
be shown that we have not provided a reasonable interpretation of what
is required, you agree to accept our judgement of what is required.
Likewise, in the absence of test data being provided to us prior to
making a quote or fixed price offer, we shall make a judgement on what
is required and you agree to accept our judgement.
13. Features in software we provide for no charge ("Free Features")
have no support whatsoever and you agree that we have no obligations
to you in relation to such Free Features.
14. These terms and conditions shall be governed and interpreted by
the laws of the State of New South Wales, Australia, without regard to
your choice of legal jurisdiction and you expressly agree that the
venue for resolution of disputes, if any, arising out of this licence
or the performance of the Software, shall be in New South Wales.
DI Management Services Pty Limited ABN 78 083 210 584
Sydney, Australia www.di-mgt.com.au
Last updated: 2 October 2003