Terms and Conditions

Source Central Partners Pty Ltd Standard Terms and Conditions

– Terms and Conditions of Supply

Source Central Partners Pty Ltd (ABN 12 117 506 519), trading as Source Central 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 Source Central in writing. Any amendments to purchase orders for Products or Services previously accepted by Source Central must be approved by Source Central 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.

Payment terms may vary from 0 to 30 days subject to a credit approval. Once approved, the payment term is strictly from the date of invoice or earlier if specified on invoice. Goods will be invoiced on delivery. Services will be invoiced as prescribed in the documents describing the Services to be supplied.

Any amount not paid on the due date for payment will carry interest from that date until payment is made in full at the rate being 2% above the Reserve Bank of Australia interest rate from time to time.

In the event of your account remaining unpaid and being referred to a debt collection agency and/or law firm, all collection and legal demand costs will be added to the account.

Source Central makes no warranty in relation to the Products other than as provided by their respective manufacturers as made known to the Customer in the documents supplied by Source Central or the manufacturer or as otherwise published or made known to the Customer.

– Delivery, Returns, Risks and Title

Source Central 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. The time for delivery of Products or Services by Source Central will not be of the essence.

Products returned will only be credited in full to the Customer’s account if received by Source Central in the same condition as initially delivered by Source Central to the Customer and received by Source Central within 14 days of initial delivery.

Risk of loss, theft, damage, deterioration or destruction of Products passes to the Customer upon the earlier of:

• delivery to the Customer;
• the taking of possession by the Customer; and
• the delivery to any carrier (who will be deemed to be agent of the Customer) for delivery to the Customer

Products supplied by Source Central to the Customer will be at the Customer’s risk upon delivery to the Customer or into the Customer’s custody (whichever is the sooner).

Ownership of each unit of the products will remain with Source Central until all amounts owing by the Customer to Source Central (including without limitation the purchase price of the products and other debts between the Customer and Source Central) have been paid in full.

– Confidentiality

Source Central 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 Source Central or the Customer.

– Intellectual Property

The Customer acknowledges that all intellectual property rights arising out of the provision of Services by Source Central (including any intellectual property rights in any software written by or on behalf of Source Central and any discoveries, inventions, patents or designs) are and will remain the property of Source Central. The Customer agrees to do all things necessary, at Source Central’s request, to effect an unconditional and irrevocable assignment of any intellectual property rights referred to in this clause.

– Termination

Where the Customer:

• makes default in any payment or breaches any of these Terms;
• becomes unable to pay its debts as and when they fall due; or
• commits an act of bankruptcy or, being a company, enters into liquidation or provisional liquidation whether compulsory or voluntary or compounds with its creditors generally or has a receiver or receiver manager or administrator appointed over all or part of its assets or passes a resolution for winding-up or a petition is presented for its winding-up,

Source Central may without prejudice to any of its rights or remedies under these Terms or otherwise by notice to the Customer:

• suspend all further deliveries of Products and/or Services and require payment in advance for all such deliveries of Products and/or Services;
• recover possession of any Product for which payment has not been made;
• terminate all or any purchase orders for Products or Services which have been accepted by Source Central;
• 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 Source Central; and/or
• continue to enforce its rights and recover from the Customer such payments and any other amounts owing as and when they fall due.

– No Representations

The Customer acknowledges that Source Central 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 Source Central or not).

– Implied Terms

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 Source Central for a breach of a condition or warranty implied into this agreement by the Trade Practices Act, 1974 is limited at the option of Source Central:

• 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; and
• 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

Source Central will not be liable to the Customer for any damages for loss of profits, opportunity, revenue, data or use or corruption of data arising out of or in relation to the supply of Products and/or Services, even if Source Central knew or should have known of the possibility of such loss or damage or whether damages are claimed in contract, negligence or other tort or statute.

– SPAM Act

In accordance with the Spam Act 2003, by agreeing to these terms you consent to you and/or your organisation receiving electronic correspondence from Source Central and their authorised 3rd parties in relation to promotions, invitations, brochures, newsletters, surveys etc. If you wish to unsubscribe from receiving such electronic correspondence then please email info@sourcecentral.com.au.

– Staff Engagement

The customer acknowledges and agrees that it, its subsidiaries and its agents, cannot employ or engage in the service(s) of any Source Central staff, whether permanent, part-time or contractor, within twelve (12) months of:

• the staff’s termination/resignation/expiration of employment contract with Source Central; and/or
• the termination/expiration of this agreement between the customer and Source Central.

– Taxes and GST – Goods and Services

The amount stated as payable to Source Central (“Price”) in the quotation/proposal/tender is inclusive of existing taxes, duties and government charges imposed or levied in Australia in connection with the supply of the Products or Services unless stated otherwise. Customer shall be liable for any new taxes, duties or charges imposed subsequent to this document in respect of the supply of Products or Services.

– Variation

Any variation to these Terms must be in writing.

– General

All notices must be in writing and sent by mail, hand delivery or email to the receiving party. No leniency, indulgence or extension of time granted by Source Central to the Customer will prejudice any of Source Central’s rights in any way or constitute a waiver of any of Source Central’s rights. 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.

Service Terms

These Additional Service Terms constitute a Variation Agreement of Source Central’s Standard Terms and Conditions.

– SOURCE CENTRAL PARTNER PTY LTD NTU

1.1 The Network Termination Unit (“NTU”) is the property of SOURCE CENTRAL PARTNER PTY LTD.

1.2 At the end of the Minimum Term of Service (“Minimum Term”) the NTU must be returned to SOURCE CENTRAL PARTNER PTY LTD in good working condition, along with all supplied cables.

1.3 If the NTU is not returned in accordance with clause 1.2 above, the customer agrees to purchase the NTU at the fixed cost of $400 excluding GST.

– Relocations

1.1 Customer may relocate a Service if the same product is available at the new premises and there will not be any extension to the existing contract term.
1.2 If the new address is located in a different pricing zone, but the product is available, then the Customer’s Service may be relocated with an increase to the Customer’s existing fees.
1.3 If the new address is not within a coverage area and the Service is not available, then the Service will be terminated.
1.4 If a different product is available at the new address, then Customer may order a new Service based on the new product:

1. This new Service shall have its own Minimum Term and Installation Fee; and
2. Shall not affect any rights and obligations accrued against the existing Service.
3. For the purpose of clarify, the Installation Fee excludes any costs that may arise in order to enable relocation of the Service, including costs associated with infrastructure work such as installing cables, installing conduits, installing communications cabinets, trenching, drilling and the like.

1.5 All Relocations will incur one of the following Relocation Management Fees(“Relocation Fee”), depending on the Product type:

Product Type	Relocation Fee (ex GST)
ADSL or ADSL2+	$75
NBN Fibre	$100
Midband Ethernet, EFM	$700
Fibre	$1999

i. This Relocation Fee is in addition to any new Service Installation Fee that may be applicable.
1.6 On successful installation of the new Service, Source Central will endeavour to cancel the existing Service within 30 days of the new Service Completion Date;

1. Customer shall remain liable for all Fees and Charges of the existing Service until the day it cancelled.
2. The Service is capable of being relocated but Customer choose not to accept the increased Fee as determined in paragraph 1.2 and/or the Relocation Fee in 1.5; or
3. The Service is not capable of being relocated and Customer have moved, or intend to move, away from the Service installation address and the Service is terminated.

– Billing and Charges

1.1 The following terms are in addition to SFOA, Charges and Billing

1.2 Where a Service Application Form is for provision of multiple Services, for each Service, Source Central will invoice the Customer and the Customer will be liable for, all Charges commencing on the Service Start Date.

1.3 Unless varied by way of a duly executed Variation Agreement, Source Central expressly prohibit any agreement to deliver multiple Services at the same time and/or to only commence billing for multiple Services from the Service Start Date of the final Service delivered.

1.4 If the Customer dispute any Charges in an invoice, the dispute must be on a bona fide basis and submitted by email to accounts@sourcecentral.com.au Moreover, the Customer agrees to comply with:

1. the SOURCE CENTRAL PARTNER PTY LTD Billing Dispute Policy, and
2. any other written instructions or requests from SOURCE CENTRAL PARTNER PTY LTD to the Customer, for the purpose of investigating and resolving the dispute.

– Minimum Performance for Data Services

1.1 Data Services are designed for the sole purpose of transmitting tcp/ip data packets;

1. at a minimum transmission rate of no less than 80% of the maximum capacity ordered, and
2. so long as the Service performance confirms with sub-paragraph 1.2.(i) above and meets or exceeds the SLA metrics, then the Service is deemed fit for purpose, irrespective of whether or not dependant applications function or perform in accordance with the Customer’s expectations.

1.2 If the Service meets this Minimum Performance but does not meet the requirements of the Customer’s specific application(s), then the Customer’s may choose to:

1. increase the Service speed if suitable and pay an increased fee, or
2. terminate the Service and incur any relevant ETF pursuant to the SFOA, Suspension and Termination
3. continue to use and pay for the Service pursuant to the SFOA.

1.3 The Customer acknowledge and agree that SLA performance is measured against the actual Service metrics only and does not have consideration for the effect of degradation in quality, or performance, of other services or technologies that may interoperate with the Service.

– Service Modifications

1.1 Modification(s) to a Data Service will be undertaken by completing a Data Service Modification Form and emailing that Form to accounts@sourcecentral.com.au

1.2 Service Modification Fees shall apply as shown the Data Service Modification Form.

– Additional Terms and Conditions

1.1 The Customer applies to SOURCE CENTRAL PARTNER PTY LTD “SC” to provide the services listed above on the terms in this agreement.
1.2 The Customer agrees that SC is not obliged to accept this application or quote, but if it does so, the Customer is bound by it.
1.3 The Minimum Term for each Service commences once all components of the Service have been installed or delivered or SC notifies the Customer of completion of that Service (“Ready for Service” or “RFS”), whereupon billing will also commence.
1.4 The charges above are exclusive of goods and services tax (“GST”) which, if applicable, shall be borne by the Customer.
1.5 Quality of Service (QoS) is included for a specific Site Location if QoS is “Y” (Yes), otherwise additional charges apply.
1.6 30 days written notice of cancellation of the Service or any component of the Service is required.
1.7 If the Service or any component of the Service is cancelled prior to the end of the minimum term, early termination fees may apply.
1.8 The early termination fee will be equal to the total of any remaining unpaid fees for the Service being cancelled that are due and/or would have been due up to the end of the Minimum Term. For example, the Monthly Recurring Charge is $1,200 and the Customer cancels after 12 months of a 24 month term, then the exit fee will be $14,400.00.
1.9 Fibre builds have a standard lead time of approx. 55-77 working days depending on location
1.10 The Customer is responsible for any costs associated with providing cabling infrastructure from the property boundary to the MDF (or equivalent) and from the MDF (or equivalent) to the point where SC delivers the service.
1.11 The person making and signing this agreement declares that he/she is duly authorised by the Customer to act on behalf of the Customer.