Viatek Technology Pty Ltd – Terms and Conditions of Sale

    This document constitutes the terms and conditions under which Viatek Technology Pty Ltd (hereafter referred to as “Viatek Technology”) agrees to supply goods and/or services set out and described in the attached Quotation (the “Goods & Services”) to the identified Customer stated in the Quotation attached.

    It is a condition of the supply of the Goods & Services that the Customer and supplier sign this document in recognition of their agreement and acceptance of these terms and conditions.

    If the Customer also has an annex Services Agreement and schedules with Viatek Technology, then the Terms and Conditions of that document take precedence over this document in areas of conflict.

    These Terms and conditions should be read in conjunction with the Master Terms and conditions available on Viatek’s web site www.viatek.com.au/mtc

    Definitions
    The following Agreement terms, when capitalized, have the ascribed meanings provided to them following each term and are to be interpreted as to their common usage:

    Agreement means the terms and conditions to which the Parties hereto have agreed to bind themselves and as witnessed by their acceptance by the execution of this document by duly authorised representatives of each of the Parties. Agreement is interchangeable with the word Contract.
    Associate has the meaning given to the term “associate” in the Corporations Act 2001 (Cth).
    Customer: means one of the Parties to this Agreement which in exchange for good consideration is to receive Goods and or Services from Viatek Technology the other party to this Agreement and who collectively may be known as Parties or individually as Party.
    Customer’s customer means a designated party who by agreement between the Parties may receive Goods and or Services from Viatek Technology for which Customer authorises and is responsible for.
    Cyber-attack includes cyber-attacks, attempted, threatened or actual unauthorized access to or changes to Environments, attempted, threatened or actual damage to, loss of or encryption of Environments and/or data stored on, accessible through, or contained within Environments, the operation of malicious software within or in relation to an Environment (including ransomware and software viruses) and any malicious or intentional activity by a third party (including hackers) or third party systems (including hardware and/or software) that affects, interrupts, compromises or damages an Environment or the Customer’s access to or use thereof.
    Cyber-security measures means security, IT security and cyber-security measures designed to increase and/or improve the security of an Environment, improve the cyber-security risk profile in relation to an Environment, and/or mitigate or reduce the risk of, or protect against, Cyber-attack
    Disputes has the meaning as described in clause 2.2 hereto.
    Environment includes IT environments, networks, systems, applications, equipment, operating systems, devices (including computers and software and firmware installed on devices) and IT infrastructure.
    Equipment means any apparatus or equipment used or intended to be used in, or in connection with the provision of Services by Viatek to the Customer excluding the Customer Equipment.
    Force Majeure Event means an event or occurrence except for payment obligations which causes a Party to delay or fail to perform its contractual obligations under this Agreement to the extent that such delay or failure is caused by fire, strike, embargo, explosion, earthquake, flood, war, water, the elements, labour Dispute, government requirements, acts of God, inability to secure raw materials or transportation facilities, acts or omissions of carriers or suppliers, or other causes beyond a Party’s reasonable control.
    GST means the tax imposed by the A New Tax System (Goods and Services Tax) Act 1999.
    GST Rate means the percentage rate set out in Section 9-70 of the A New Tax System (Goods and Services Tax) Act 1999 or as amended.
    Hardware means and is the tangible component of the Product made available to Customer under this Agreement, excluding the Software and media.
    Loss means liability, loss, damage, cost and expense of any nature.
    Parties means both Viatek Technology and the Customer.
    Party means either of Viatek Technology or Customer.
    Product means, individually or collectively as appropriate, Hardware, Software, documentation, supplies, accessories, and other commodities related to any of the foregoing to be provided by Viatek Technology to Customer under the terms and conditions of this Agreement and as expressly listed in the Quote.
    Purchase Order is a written or electronic order from Customer to Viatek Technology for Products or Services to be purchased, licensed or otherwise provided under this Agreement.
    Quote means the detailed document provided to the customer outlining products and services to be supplied by Viatek and includes associated charges and fees to the customer. Quote is interchangeable with the words Quotation and Proposal.
    Related Entity has the meaning given to the term “related entity” in the Corporations Act 2001 (Cth).
    Services means the delivery of skills, knowledge or advice by Viatek Technology or authorised a third party to Customer and may include installation, engineering, training, consulting or technical support and any other services to be performed by Viatek Technology or its delegates.
    Site means the Customer’s premises or designated location where the Goods and or Services are to be delivered and or installed as required.
    Software is the object code version of the computer programs provided as a component of any Product, including any Product that consists entirely of object code computer programs.
    Suitable Environment means that the operational equipment must be kept in a controlled environment as recommended by the manufacturer to ensure that there is no damaged caused due to overheating, moisture or dust. The equipment must be in warranty, supported by the vendor and must have the latest versions of software/patches installed.
    User Acceptance Testing is the formal testing and customer sign off to confirm that the software is installed and operational.
    Variation means a change in a term or condition of this Agreement which can only be made in writing and as agreed by the Parties and described in Clause 1.1.3 of the herein terms and conditions.

    1 Terms and Conditions
    1.1 Pricing – The price of Goods & Services provided by Viatek Technology is as follows:
    1.1.1 Goods – The price of Goods will be in accordance with Viatek Technology’s latest price list published from time to time. Quotation Prices are fixed and remain valid for the period provided in the quotation (the “Validity Period”) and if within this period are accepted by the Customer, will further remain fixed from receipt of Customer’s order until the agreed delivery date or the end of the agreed project implementation period, save where an item is not in stock and the purchase price to Viatek Technology of such item has increased since the issue of the latest Viatek Technology price list. Viatek Technology will advise Customer of such price increase with the exception of the variation outlined in 1.1.3
    1.1.2 Services – The price of Services will be in accordance with Viatek Technology’s latest price list published from time to time. Quotation Prices are fixed and remain valid for the period provided in quotation (“Validity Period”) and if within this period are accepted by the Customer, will further remain fixed from receipt of Customer’s order until the agreed Service delivery date or the end of the agreed project implementation period with the exception of the variation outlined in 1.1.3
    1.1.3 Variations – Viatek Technology reserves the right to vary Pricing for Services if the Customer delays the commencement of the Project or delivery of either the Goods or Services or both for a period greater than three (3) months from the scheduled Project Commencement Date or Delivery Date (whichever is applicable) and the Customer without challenge will accept the reasonable increase in Pricing which together with the quoted Pricing becomes the applicable Services Price for the Project or Services so applicable.
    1.1.4 Out of scope works – If work is identified outside of the scope of the Quotation or Proposal, Viatek Technology will obtain written permission before carrying out the work. Additional fees will be agreed prior to commencement of Out of Scope works.
    1.1.5 Early Termination – In the event that the Customer wishes to terminate the Proposal or Quotation, the Customer must notify Viatek Technology in writing. Viatek Technology will cease work immediately. Viatek Technology will finalise the invoicing to the customer as follows:

    a) For Equipment or Hardware ordered from Suppliers, refunds or rebates will be issued to customers only where Viatek Technology can also return the Equipment or Hardware to the Supplier. If Viatek Technology cannot return the Equipment or Hardware, the Customer will be invoiced for this amount even if the goods have not reached the Customers site.
    b) For Services, all work completed up to the notice of early termination will be charged in line with the Proposal or Quotation.
    c) Any other fees associated with early termination will be charged to the customer and based on losses incurred by Viatek Technology as a result of the early termination. Examples include (but are not limited to) licenses purchased, freight and travel costs.

    All outstanding amounts must be paid to Viatek Technology before the termination can take effect. Early termination must be granted by Viatek Technology in writing to the Customer. Viatek Technology can, at its sole discretion, choose to reduce this amount.

    1.2 GST – 10% GST will apply to all Goods and Services.
    1.3 Delivery and Title – Viatek Technology will deliver Goods to the Customer’s address specified in the Quotation, subject to any freight or other delivery costs applicable in accordance with the Viatek Technology price list.
    The Customer expressly acknowledges that title to the Goods and any items provided to the Customer as part of the Services does not pass to the Customer until the total price of the Goods, in the case of Goods, and the total price of Services, in the case of Services, has been paid to Viatek Technology.
    1.4 Risk of Goods – Notwithstanding clause 1.3, the Customer expressly acknowledges that the risk of the Goods, including the insurable risk, passes to the customer on delivery to the Customer’s specified address.
    1.5 Services -.
    a) Installation of Goods does not include block cabling, cabling between buildings of facilities, or any connections or cabling required to be carried out by third parties, including telecommunications cabling. The Customer is responsible to ensure all third-party cabling and other connections or services necessary for installation and/or operation of Goods, are carried out prior to Viatek Technology carrying out Services and Viatek Technology has clear uninterrupted access to the installation site.
    b) Unless otherwise explicitly set out in this Agreement, the Services exclude the provision by Viatek of, and the Customer agrees that Viatek has no duty or obligation under this Agreement or at law to provide, advice, consultation, knowledge, skill and services to the Customer in relation to the security of the Customer’s Environment including the existence, availability, suitability, applicability, industry standard or best practice, fitness for purpose, implementation, or maintenance of Cyber-security measures in relation to, and protection from Cyber-attack on, the Customer’s Environment, notwithstanding that Viatek may from time to time inform the Customer about particular Cyber-security measures.
    1.6 Warranty – (SUBJECT TO CLAUSE 1.7): All new Goods supplied will be subject to the manufacturer’s warranty, and no separate or additional warranty is provided by Viatek Technology. All reconditioned Goods are guaranteed by Viatek Technology to perform as specified for a period of three (3) months, from date of delivery to Customer. All Services are guaranteed to be error-free for a period of three (3) months from the date of completion. The total extent of warranty given by Viatek Technology is that in the case of Goods, they will be repaired or replaced, and in the case of Services, they will be re-supplied. To the extent permitted by law, and subject to the Trade Practices Act 1974 and the Fair-Trading Acts of the various States, all other warranties and indemnities are hereby excluded. Without limiting the generality of this clause, Viatek Technology will at no time be liable for any consequential loss or damage, howsoever caused.
    1.7 Customer or Third-Party Error or Failure – Any warranty given by Viatek Technology will not apply where any failure or error in performance by Goods is due to operator error, or due to failure or error in Goods or Services provided by third parties. Where Viatek Technology reasonably determines the operator or third-party Goods or Services as the cause of the failure or error, it will be entitled to charge Customer at its then-standard rates, for investigative work carried out, and any repair work carried out.
    1.8 Customer Requirements – Unless expressly set out in the Quotation or Proposal, Viatek Technology will not be bound by any request or stipulation by the Customer, including delivery times and/or places, and customisation of Goods, and in particular. Best endeavours will be made to meet the Customers requirements. Viatek Technology will not be liable for any loss or damage suffered or caused as a consequence of Viatek Technology not complying with any such requirement.
    1.9 Amendment/Variation – Neither the Goods and Services detailed in the Quotation, nor these terms and conditions, may be amended or varied without the prior written consent and authorization of an Authorised Person of Viatek Technology.

    2 Governing Law and Dispute Resolution – Choice of Law
    2.1 Any dispute, controversy or claim between the Parties arising from or related to this Agreement (Dispute) must be dealt with in accordance with this clause 2 before the Parties commence court proceedings in relation to the Dispute.
    2.2 Informal Dispute Resolution
    a) A party claiming that a Dispute has arisen must notify the other Party, at which time the Parties must refer the matter for discussion to their respective company executives, where relevant.
    b) The parties’ nominated executives must negotiate in good faith in an effort to resolve the Dispute.
    c) If the parties’ nominated executives determine in good faith that resolution through continued discussions by such representatives does not appear likely, or the Dispute remains unresolved 21 days after the date of notification, then the matter must be referred to the respective CEO’s (or equivalent) to negotiate a resolution of the Dispute.
    d) During the course of negotiations, all reasonable requests made by one Party to the other for non-privileged information reasonably related to the Dispute must be honoured in order that each of the Parties may be fully advised of the other’s position.
    e) Unless otherwise agreed, all proposals and information exchanged during the informal proceedings described in this clause 2 are exchanged on a confidential and without prejudice basis.
    2.3 Mediation
    a) Notwithstanding clause 2.1, if a Dispute remains unresolved 45 days after the date on which it was first notified, then the Parties agree that the Dispute will be immediately referred to mediation using an Expert under the then-current rules for mediation used by the Australian Commercial Disputes Centre in Sydney, Australia. Unless otherwise agreed by the Parties, the mediation will take place in Sydney, Australia.
    b) If the Parties cannot agree upon a mediator, then the Parties agree to accept the appointment of a mediator nominated by the then President of the Australian Institute of Arbitrators and Mediators.
    c) The Parties will share equally in the costs for the mediation.

    2.4 Continued Performance – The Parties must continue performing their respective obligations and responsibilities under this Agreement while any Dispute is being resolved in accordance with this clause 10, unless and until such obligations are terminated or expire in accordance with the provisions of this Agreement or otherwise as agreed by the Parties.
    2.5 Termination and Urgent Relief – This clause 2 will not affect or preclude either party’s rights to terminate this Agreement or to seek any interlocutory or other urgent relief, or Viatek’s rights to pursue payments of any monies payable by the Customer under or in relation to this Agreement.
    2.6 Time Limit – Actions on Disputes between the Parties must be brought in accordance with this clause 2 within two (2) years after the cause of action arises.

    3 Confidentiality
    Each Party shall treat as confidential all information disclosed to or obtained from the other Party pursuant to this Agreement and shall not divulge such information to any person (other than such Party’s employees or contractors or other authorised parties who need to know) without the other Party’s prior written consent, provided that this provision shall not apply to information which was rightfully in the possession of such Party prior to the negotiations leading to this Agreement, which is public knowledge (otherwise than as a result of a breach of this provision) or which is disclosed in compliance with applicable law, regulation or court order, provided the other party is given reasonable written notice of such proposed disclosure.

    4 Limitation of Liability
    4.1 Scope – The limitations of liability in this section will apply to any damages, however, caused, and on any theory of liability, whether for breach of contract, tort (including, but not limited to, negligence), or otherwise, and regardless of whether the limited remedies available to the Parties fail of their essential purpose. The limitations of liability will not apply, however, in cases of wilful misconduct, death or personal injury or breaches of Viatek Technology’s or manufacturer’s license restrictions.
    4.2 Excludes Types of Damages – In no event will either party or its respective licensors or suppliers have any liability for any incidental, special, statutory, indirect or consequential damages, or for any loss of profits, revenue, data, toll fraud, or cost of cover.
    4.3 Aggregate Liability – The liability of either Party for any claim arising out of or in connection with any services provided under this agreement will not exceed an amount equal to the amount of the fees payable for the services most directly related to the claim. The liability of either Party for any claim arising out of or in connection with any order will not exceed an amount equal to the amount of the fees payable under such order. The total aggregate liability of either party for each and all claims arising out of or in connection with this agreement will not exceed the greater of:

    a) an amount equal to the aggregate total amount of all fees paid or payable under the agreement in the twelve (12) month period immediately preceding the date of the event giving rise to the claim; or
    b) AUD $100,000 whichever is the lesser.

    4.4 Limitation of Liability for Representative – The limitations of liability in this section also will apply to any liability of directors, officers, personnel, agents and suppliers. Directors, officers, personnel, agents and suppliers will be third party beneficiaries of this contractual limitation of liability and will be entitled to enforce this limitation directly against the other Party.
    4.5 Limitation of Liability for Cyber-security – The Customer releases and discharges Viatek from any and all:
    a) Loss suffered or incurred by the Customer arising out of or in connection with an insecurity in or Cyber-attack on the Customer’s Environment;
    a. caused or contributed to by the Customer or the Customer’s employees, servants, officers, contractors, agents, customers, clients, invitees, users of the Services or an Associate or Related Entity of any of the foregoing;
    b. caused or contributed to by the:
    i. the Customer’s failure to implement or maintain, or the absence of, appropriate Cyber-security measures in line with industry standard and best practice in the Customer’s Environment; or
    ii. a failure of, or defect in, the Services;
    c. the Loss, insecurity or Cyber-attack could have or would have been reduced, mitigated, limited or prevented by appropriate Cyber-security measures in line with industry standard and best practice in the Customer’s Environment; and
    d. howsoever arising from any cause; and
    b) claims the Customer may have against Viatek, and liability Viatek may have to the Customer, under this Agreement or at law arising out of or in connection with an insecurity in or Cyber-attack on the Customer’s Environment.
    4.6 Reduction of Liability – Without limiting or affecting any other provision of this Agreement, including the provisions of this clause 4 and clauses 1.5b) and 9.3, any liability Viatek may have to the Customer under this Agreement for any Loss suffered or incurred by Customer arising out of or in connection with an insecurity in and/or Cyber-attack on the Customer’s Environment shall be reduced to the extent that the Loss:
    a) was caused or contributed to by the Customer or the Customer’s employees, servants, officers, contractors, agents, customers, clients, invitees, users of the Services or an Associate or Related Entity of any of the foregoing entities;
    b) was caused or contributed to by the Customer’s failure to implement or maintain, or the absence of, appropriate Cyber-security measures in with industry standard and best practice in the Customer’s Environment;
    c) the Loss, insecurity or Cyber-attack could have or would have been reduced, mitigated, limited or prevented by the appropriate Cyber-security measures in with industry standard and/or best practice in relation to the Customer’s Environment Cyber-security measures.
    4.7 Presumption – For the purposes of clause 4.5a)a)c and clause 4.6c), it is presumed that any Loss, insecurity and/or Cyber-attack would have been reduced, mitigated, limited or prevented by appropriate Cyber-security measures in line with industry standard and best practice in the Customer’s Environment and the Customer shall have the burden of proving otherwise and that any Cyber-security measure is not appropriate nor in line with industry standard and best practice.

    5 Payment
    Purchaser agrees to pay for all work carried out and /or equipment provided by Viatek Technology as follows:

    Category Payment 1 Payment 2
    Hardware, Software, Licenses Deposit required as stated on Quotation or Proposal 100% invoiced on delivery to customer premises
    Services & Labour In line with milestones or Time and Material stated on Quotation or Proposal Final invoice on successful completion of the project OR 100% invoiced on successful completion if no milestones are set

    If the Customer requests for an order to be put on hold, Viatek Technology may decide, at its discretion, to invoice for good and or services that have been delivered to that point in time.

    6 Microsoft licensing
    If the customer is purchasing subscription-based Microsoft licensing, then by signing the relevant proposal, the customer is accepting Microsoft Terms and Conditions of the Cloud Agreement as set out on the following link.
    https://docs.microsoft.com/en-us/partner-center/agreements

    For all Microsoft 365 NCE Product note:
    • Pricing is based on a 12-month agreement with Viatek and Microsoft.
    • Pricing is subject to change based on Microsoft NCE Pricing agreement.
    • Cancellation Policy: after 72 hours no cancellations can be made, and the client has to pay out the remaining term.
    • Seats Adjustment Policy: after 72 hours, no reductions can be made to seat count and the client must pay for the full quantity ordered for the minimum 12 months term.
    • Flexibility of licences: Increase, reallocate and upgrade of licences is possible at any stage during the agreed term but no option to decrease seat count after 72 hours and during the remaining agreed term

    7 Your Responsibilities
    7.1 Your responsibility for the Services
    a) You must co-operate with us to allow us to provide the Services to you.
    b) You must:
    i) ensure that, for each Service, you meet and continue to meet during the term of the Agreement any pre-requisite or condition for the supply of that Service specified in the Standard Service Terms for that Service;
    ii) obtain any necessary permits, licences and authorisations required for installation and use of equipment (whether supplied by you or us) in connection with the Services; and
    iii) provide us with all information that we reasonably require to provide the Services (including, without limitation, any information to perform service qualification for any Services and to comply with all our reasonable directions to enable us to confirm your compliance with this clause.
    c) You are responsible for understanding how to access, use and operate the Services. We may, for an Additional Charge, train you on how to access, use and operate the Services.
    d) You are responsible for all charges and other obligations relating to the Services (whether or not you have authorised the use of the Services) and must pay us for any use of any Services that we provide to you by the due date set out on the invoice we issue to you.
    e) You are liable for all charges relating to any use of any Services we provide to you if you allow another person to occupy the Premises or use the Services. For avoidance of doubt, one of the circumstances where you will be taken to have allowed another person to use the Services is if you do not install appropriate security measures including, without limitation, implementing password protection and other safeguards to prevent unauthorised use of the Services and, as a consequence, an unauthorised person uses the Services.
    f) You are also liable for all charges relating to any use of any Services we provide to you by any other person, whether or not you authorised the particular use of the Services by the other person, resulting from a virus, trojan, worm or other malicious computer code, denial of service attack, hacking incident (including a SIM, PABX, IP PBX or SIP gateway device hack) or other means of exploiting a weakness in your network, equipment or security measures.
    g) If you vacate the Premises and do not either disconnect any Services we provide to you at those Premises or transfer legal responsibility for those Services to the new occupant of those Premises with our prior agreement (which may be given, withheld or be given subject to conditions at our sole discretion), you will be liable for any use of the Services by the new occupant or other third parties. You must pay us for the use of the Services even after you have vacated the Premises if you did not arrange for the Services to be discontinued or did not give us sufficient notice to discontinue the Services before you vacated the Premises. Vacating Premises will not dissolve this agreement and the agreement is still in effect until a Contract Change Request has been processed and approved by Viatek or Agreement termination has been actioned as per the relevant clause in each Annex.
    7.2 Your use of the Services
    a) In using the Services, you must:
    I. comply with all laws, all directions by a regulator and all reasonable directions given by us from time to time;
    II. ensure that all your equipment used or to be used with Our Network and each Service:
    • is compatible with Our Network and the Service; and
    • complies with all industry codes and standards (including, without limitation, any technical standards issued by any Regulatory Authority or us in connection with the equipment);
    • is installed, stored or otherwise located in the Premises with adequate and suitable space, power supply and a dust-free environment free of excess humidity; and
    • complies with any other requirements specified in the Standard Service Terms for the Service;
    III. comply with all operational and user manuals and specifications provided by us to you in respect of each Service; and
    IV. comply with our Acceptable Use Policies and any other restrictions relating to the use of each Service in the Standard Service Terms for that Service.
    b) If we provide a default password (and/or other security safeguard such as a default PIN number) as part of a Service that you are required to enter in order to access, use and/or operate the Service, it is your responsibility to change the password (and/or other security safeguard). We are not liable in any way if a third party enters the default password (and/or other security safeguards) and is able to access, use and/or operate the Service.
    c) If a Service involves the access by you to data (whether your data or a third party’s data), you are responsible for that access including setting appropriate passwords to enable you to access the data.
    d) You must not use, configure, reconfigure or rectify any defect or faults in any Service or attempt to use, configure, reconfigure or rectify any defect or faults in any Service:
    I. in any way which breaches any law or regulation;
    II. in any way which infringes another person’s rights or exposes us or any of our Suppliers to liability or does anything which could bring us or any of our Suppliers into disrepute;
    III. in any way which damages, interferes with or interrupts the Service, or Our Network used to supply the Service;
    IV. in any way which makes it unsafe or which may damage any property or injure or kill any person; or
    V. to transmit, receive, publish or communicate material which is illegal defamatory, offensive, abusive, indecent, menacing, threatening, harassing or unsolicited, and you must not procure, assist or allow any person to do any of the above.
    e) We may at any time restrict or prevent the right of any third party providing or using services through Our Network.
    f) You must take all reasonable steps, actions and precautions to stop internal and external threats and malicious software from attacking or being present on or adversely affecting Our Network including, without limitation, ensuring that all equipment used by you in connection with the Services (other than a Supplier Network) is protected by industry-standard anti-virus and anti-malware software from a reputable supplier and that this software is kept up to date and receiving security and signature updates or has such software effectively applied to it at least weekly.
    7.3 Access to Premises
    a) In order to provide Services to you, we may need access to the Premises. You agree to provide us with safe and prompt access to the Premises and your Personnel, equipment, data, information and sources of power, light and ventilation for the purposes of:
    I. commissioning a Service;
    II. installing any equipment for a Service you have requested;
    III. inspecting, testing, maintaining, modifying, repairing or replacing any equipment for a Service you have requested;
    IV. recovering any equipment which we own after a Service we have provided to you is cancelled; and
    V. performing our other obligations to you in the Agreement.
    b) We or our contractors will give you reasonable notice by email or other methods that we determine, of the approximate time and date when access to your Premises is required.
    c) If you do not own all of the Premises, you must obtain each owner’s permission for us to access the Premises for the purposes specified in clause 7.3 (a) and that consent must be irrevocable and not lapse while the Agreement is active. You must notify us immediately when you receive that permission. You must indemnify us and keep us indemnified against any claim, action or demand that the owner of the Premises makes against us relating to our entering the Premises for the purposes specified in clause 7.3(a) in reliance on any representation made by you that you have obtained that permission. We are not required to first make payment in relation to any such claim before you are liable to pay us in respect of such claim under the indemnity contained in this clause.
    7.4 Reselling of Services
    You must not resell or otherwise re-supply any Service to any person unless you obtain our prior written consent, such consent to be given or withheld at our sole discretion. If we do give our consent, we may do so subject to conditions.
    7.5 Power supply and third party infrastructure
    a) Our supply of Services to you may rely on electricity supply. You acknowledge and agree that arranging and paying for any electricity supply at the Premises necessary to facilitate our supply of Services to you is your sole responsibility and failure of, or interruption to, any Service due to an irregular or interrupted or non-existent electricity supply does not constitute a breach of the Agreement by us.
    b) Our supply of Services to you may also rely on:
    I. Supplier Networks;
    II. equipment, infrastructure and services provided by a third party whether or not that third party has an agreement or understanding with you including, without limitation, a third party who provides Carriage Services;
    III. your infrastructure; and
    IV. your equipment,
    (Third Party Facilities).
    c) Without limiting any other clause of the Agreement, you acknowledge and agree that:
    I. the effective delivery of a Service may be reliant on the effective provision and operation of one or more Third Party Facilities. We will not be able to provide you with the Service if there is a delay in the provision of, or there is a defect or failure in, one or more Third Party Facilities;
    II. the effective delivery of a Service may be reliant on one or more third parties providing us with equipment or service. We will not be able to provide you with the Service if one or more third-party delays in providing, or does not provide, us with the equipment or service required to provide a service to you;
    III. due to reasons beyond our control, a defect or failure in one or more Third Party Facilities may cause a delay, failure or interruption to a Service (including, without limitation, the failure of you to receive an electronic communication such as a voicemail message or e-mail);
    IV. we are not responsible in any way for any loss (including Consequential Loss) you may incur or suffer as a result of any defect, failure or delay referred to in this clause 7.3; and
    V. the occurrence of any defect, failure or delay referred to in this clause 7.3(c) does not constitute a breach of the Agreement by us.
    d) If you require us to undertake any remedial work to repair a Service as a result of any defect, failure or delay referred to in clause 7.3 or as a result of an Event not the Fault of Us, we may charge you an Additional Charge at the time we undertake that remedial work, and if we do so, you must pay such Additional Charge. An Additional Charge will be payable by you even if, when we first commence that work, you or we thought that the failure or interruption was caused by us but we subsequently discover that, in our reasonable opinion, the failure or interruption was caused by any defect, failure or delay referred to in clause 7.3.
    7.6 End users
    You must use all reasonable endeavours to ensure that all end-users of each Service comply with this clause as if any reference to “you” was a reference to each “end-user”.

    8 Our Responsibilities
    8.1 Following acceptance of your order by us, we will provide the Services to you in accordance with any agreed start dates, subject to clause 7.3(c), and other terms and conditions that apply to the Agreement for a particular Service.
    8.2 We will provide the Services to you with reasonable care and skill, but we do not guarantee that the Services will be free of interruptions, delays, faults or errors. Except as expressly provided in these General Terms or the Standard Service Terms for the relevant Service, we are not liable (whether in contract, tort (including negligence), statute or otherwise) to you or any other third party for any interruption, delays, faults or errors in any Service (in part or in full) for any reason whatsoever.
    8.3 We will make sure that all equipment which is owned by us and provided to you for use in connection with any Services complies with all laws and relevant technical standards issued by any Regulatory Authority.

    9 Cyber-security
    9.1 Viatek hereby informs the Customer that security of the Customer’s Environment is important, the Customer’s Environment may be insecure without active implementation and maintenance of Cyber-security measures in the Customer’s Environment, and the Customer ought to investigate, implement and maintain appropriate Cyber-security measures in line with industry standard and best practice to protect and/or secure the Customer’s Environment, including protection of the Customer’s Environment against Cyber-attack.
    9.2 The Customer acknowledges that Viatek has advised the Customer of, and the Customer understands and represents and warrants to Viatek that the Customer understands, the importance of security the Customer’s Environment and the need for Cyber-security measures in the Customer’s Environment, and the risks and potential consequences if the Customer does not implement and maintain appropriate Cyber-security measures in line with industry standard and best practice.
    9.3 Viatek does not make, and expressly excludes, any warranty, representation, promise or guarantee that the Services or the Customer’s Environment will be secure, or free of or protected from Cyber-attack, irrespective of whether the Customer implements and maintains Cyber-security measures or Viatek implements and maintains Cyber-security measures in the Customer’s Environment (whether as part of the Services or otherwise).

    VT – Sale Terms and Conditions.docx
    Rev: 4- 27/07/2022