June 19, 2017

Terms & Conditions

Terms & Conditions of Trade

1.            Definitions

1.1         “Call Out” means a single on-site visit made by The Computer Professor for the purpose of providing Goods and/or Services;

1.2         “Client” shall mean the client or any person acting on behalf of and with the authority of the client.

1.3         “Goods” shall have the same meaning as in Part 3, section 119 of the Contract and Commercial Law Act 2017 and are goods supplied by The Computer Professor to the Client (and where the context so permits shall include any supply of Services as hereinafter defined).

1.4         “Guarantor” means the Directors, trustees that person (or persons), or entity that agrees herein to be liable for the debts of the Client. Notwithstanding any change in my trading structure I will remain personally liable for all goods and services requested by me or my agents.

1.5         “Price” shall mean the cost of the Goods and/or Services as agreed between the Computer Professor and the Client in accordance with these terms and conditions.

1.6         “Services” shall mean all services supplied by the Computer Professor to the Client and includes any advice or recommendations (and where the context so permits shall include any supply of Goods as defined above).

1.7         “The Computer Professor” shall mean The Computer Professor Ltd and its successors and assigns.

2.            Acceptance

2.1         Any instructions received by The Computer Professor from the Client for the supply of Goods and/or Services shall constitute acceptance of the terms and conditions contained herein.

2.2         Where more than one Client has entered into this agreement, the Clients shall be jointly and severally liable for all payments of the Price.

2.3         Upon acceptance of these terms and conditions by the Client the terms and conditions are irrevocable and can only be rescinded in accordance with these terms and conditions or with the written consent of the Director(s) of The Computer Professor.

2.4         None of The Computer Professor’s agents or representatives are authorised to make any representations, statements, conditions or agreements not expressed by the Director(s) of The Computer Professor in writing nor is The Computer Professor bound by any such unauthorised statements.

3.            Goods and Services

3.1         The Goods and/or Services are as described on the invoices, quotation, estimate, or any other document as provided by The Computer Professor to the Client.

3.2         All parts are subject to availability.

3.3         The Computer Professor provides professional IT consultancy, advice and support.  Our computer repair services include hardware and software sales, installation, repair and upgrade/replacement.  We also provide Remote Assistance and Call Outs when required.

3.4         Our normal business hours are 9 a.m. to 5 p.m., Monday to Friday.  Arrangements outside these hours can be made with minimum 2 hour charge regardless of the actual time spent.  Remote work will be carried out at any given time as required, subject to payment of the Price.

4.            Price and Payment

4.1         The Price shall be the price indicated on invoices provided by The Computer Professor to the Client in respect of Goods and/or Services supplied.

4.2         All prices exclude GST and freight and are in New Zealand dollars unless otherwise specified.  We reserve the right to adjust prices without notice.

4.3         The Computer Professor may give notice to the Client (verbally or otherwise) at any time before delivery to inform of an increase to the Price of the Goods to reflect any variation beyond the reasonable control of The Computer Professor which increases the cost of the Goods/Services by more than 10% of the estimated Price.

4.4         The Computer Professor may submit an invoice at any time, solely at The Computer Professor’s discretion.  The value of work so performed shall include the reasonable value of authorised variations, whether or not the value of such variations has been finally agreed between the parties, and the value of materials delivered to the site but not installed.  Progress payments shall be made within seven (7) days of each invoice.

4.5         At The Computer Professor’s sole discretion, a deposit may be required. The deposit amount or percentage of the Price will be stipulated at the time of the order of the Goods/Services and shall become immediately due and payable and is required prior to work commencing.   Alternatively, new Clients may be required to pay fees and charges in full upon delivery and/or completion of work.

4.6         Time for payment for the Goods shall be of the essence and will be stated on the invoice, quotation or any other order forms.  If no time is stated, then payment shall be on delivery of the Goods.

4.7         At The Computer Professor’s sole discretion, payment for approved Clients shall be made by instalments in accordance with The Computer Professors delivery/payment schedule.

4.8         At The Computer Professor’s sole discretion, payment for approved Clients shall be due on 20th each month following the posting of a statement to the Client’s address or address for notices.

4.9         At The Computer Professor’s sole discretion, for certain approved Clients payment will be due seven (7) days following the date of the invoice.

4.10      Payment will be made by cash, or by cheque, or by bank cheque, or by direct credit, or by any other method as agreed to between the Client and The Computer Professor.

4.11      The Price shall be increased by the amount of any GST and other taxes and duties, which may be applicable, except to the extent that any such taxes are expressly included in any quotation or estimate given by The Computer Professor.

4.12      Penalty interest for late payment of invoices shall accrue from the date when payment becomes due daily until the date of payment at a rate of 2.5% compounding per calendar month and shall accrue at such a rate after as well as before any judgment.

4.13      The Computer Professor reserves the right to stop all work without notice until the account, and any late fees and other costs payable by the Client are paid.

4.14      All Invoices are issued on the basis that the terms and conditions of The Computer Professor are understood and accepted.

4.15      In the event of default by the Client in paying for the services and/or goods provided, the amount outstanding may be passed on to a debt collection agency for recovery.  The client indemnifies The Computer Professor against all costs (including legal costs on a solicitor-client basis), losses and expenses incurred by The Computer Professor in recovering or attempting to recover any unpaid monies.

4.16      The Client shall pay all fees and charges pursuant to these terms and conditions in full and on the due date without reduction, set off, defence, rebate or counter-claim for any reason whatsoever.

5.            Fees

5.1         The Computer Professor charges for services on an hourly rate basis. Telephone assistance is charged in quarter-hour increments. The Computer Professor may also charge for direct disbursements incurred. Our standard hourly rates for Monday to Friday are:

(a)         $145.00 + GST between the hours of 8am and 6pm;

(b)         $217.50 + GST between the hours of 6pm and 11pm; and

(c)         $290.00 + GST between the hours of 11pm and 8am.

5.2         Remote support is charged per incident.  Additional delivery fees apply and are charged based on location.

5.3         The minimum Call Out fee is $145.00 plus GST. The period for each Call Out includes our travel time. If outside of normal business hours, a minimum 2 hour charge will apply regardless of actual time spent.

5.4         The Computer Professor’s fees are based on the time taken to complete work and are calculated on an hourly basis. They reflect the level of skill and specialist knowledge that we have acquired.

5.5         Whenever possible, we will endeavour to give you an accurate estimate of the work you wish us to carry out, based on your instructions at the time.
The original estimate could vary if circumstances change, including further instruction from you.  We do not guarantee any diagnosis or estimate of time will be accurate.

5.6         Time spent by us on your behalf for which you will be charged include the following as applicable:

(a)         Telephone conversations;

(b)         Correspondence with you and any other parties involved;

(c)         Meetings with you and any other parties;

(d)         Site visits, including travel time and overnight accommodation if required;

(e)         Researching and/or reading relevant documents;

(f)         Preparation of reports and/or technical documentation;

(g)         Preparation of presentations;

(h)         Disbursements, including, but not limited to, all expenses occurred on your behalf such as document production, courier, toll calls and mobile calls.

6.            Warranty

6.1         We warrant that we will use professional skill and care in providing the Goods and Services.

6.2         New Goods are covered with a return to base parts and labour warranty for a period of 12 months from the date of invoice (hardware only). Software and consumable goods are not covered by any warranty.

6.3         Although every care is taken to ensure that all second-hand goods supplied by The Computer Professor are of merchantable quality, no warranty is expressed or implied unless otherwise stated.

6.4         No warranty is given for the Goods where any failure or defect results from:

(a)           Improper storage or handling of the Goods by you, your employees, agents or customers;

(b)           Use, installation, modification or alteration (including repair) of the Goods other than as recommended or authorised in writing by the manufacturer or us;

(c)           Fair, wear and tear on the Goods;

(d)           Failure to maintain the Goods in accordance with any care or maintenance instructions provided by us or the manufacturer;

(e)           Any other matter or event specified in relation to a specific Goods as invalidating or being excluded from any warranty.

6.5         The sole remedy in relation to the breach of any warranty under this agreement or at law, in relation to any:

(a)           Service, will be for us to re-perform such services to the required standard; or

(b)           Goods, will be for us to repair or replace such product, at our option, provided that if neither option is available to us (as determined solely by us) we may refund the Price paid for those Goods.

6.6         We have no obligation to install, customise or provide any other Service in relation to any products repaired or replaced due to a breach of any product warranty.

6.7         You acknowledge that if the Services or Goods are supplied for business purposes the guarantees provided under the Consumer Guarantees Act 1993 do not apply.

6.8         Other than the warranty set out in these terms and conditions, all other express or implied warranties in respect of the Services and Goods are excluded to the fullest extent permitted by law including, but not limited to, implied warranties of merchantability or fitness for a particular purpose.  All statements, technical information and recommendations made by the manufacturer and/or us about the Services or Goods are believed to be reliable, but do not constitute a guarantee or warranty.

6.9         You warrant that you are authorised to arrange each Call Out and, in providing the services or Goods, our access to your premises, use of the equipment, software, information or other material made available by you will not breach any third-party rights.

6.10      Any warranty will be void if Goods or labels have been tampered with.  Any warranty does not cover any damage to other equipment used in conjunction with these Goods or loss of data whilst using the Goods.

7.            Delivery of Goods

7.1         Any charges for handling (including packing materials) and freight charges are extra, and payable by the Client. The most cost effective delivery method will be chosen where possible.

7.2         Delivery of the Goods shall be made to the Client’s address.  The Client shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery, or delivery of the Goods shall be made to the Client at The Computer Professor’s address.

7.3         Delivery of the Goods to a carrier, either named by the Client or failing such naming to a carrier at the discretion of The Computer Professor for the purpose of transmission to the Client, is deemed to be a delivery of the Goods to the Client.

7.4         The costs of carriage and any insurance which the Client reasonably directs The Computer Professor to incur shall be reimbursed by the Client (without any set-off or other withholding whatever) and shall be due on the date for payment of the Price.  The carrier shall be deemed to be the Client’s agent.

7.5         Where there is no agreement that The Computer Professor shall send the Goods to the Client, delivery to a carrier at limited carrier’s risk at the expense of the Client is deemed to be delivery to the Client.

7.6         The Computer Professor may deliver the Goods by separate instalments (in accordance with the agreed delivery schedule). Each separate instalment shall be invoiced and paid for in accordance with the provisions of these terms and conditions.

7.7         Delivery of the Goods to a third party nominated by the Client is deemed to be delivery to the Client for the purposes of these terms and conditions.

7.8         The Computer Professor is only under an obligation to deliver goods and services in accordance with their general description, whether or not a special description may have been given or implied by law.  The Client shall take delivery of the Goods tendered notwithstanding that the quantity so delivered shall be either greater or less than the quantity purchased provided that;

(a)           Such discrepancy in quantity shall not exceed 5%, and

(b)           The Price shall be adjusted pro rata to the discrepancy.

7.9         The failure of The Computer Professor to deliver shall not entitle either party to treat this contract as repudiated.

7.10      The Computer Professor shall not be liable for any loss or damage whatsoever due to failure by The Computer Professor to deliver the Goods (or any of them) promptly or at all.

7.11      The Computer Professor is not responsible for any loss or damage whatsoever resulting from the delivery of the Goods.  Claims for losses or damage to goods in transit must be made directly to the transport agency concerned.

8.            Cancellation of On-Site visits

8.1         The Client is required to notify The Computer Professor of any cancellation a minimum of 2 hours ahead of the scheduled start time of an on-site visit. Failure to provide such notice will result in the minimum Call Out fee (as is applicable from time to time) being charged.

9.            Data Loss, Viruses and Spyware

9.1         The Client assumes all risk of data loss from any and all causes or in any way related to or resulting from the repair or service of computer hardware, software or other equipment by The Computer Professor.

9.2         The Client agrees to bear full responsibility for all data backup prior to any repair or service of their computer hardware, software or other equipment by The Computer Professor. The Client hereby indemnifies The Computer Professor from any claim or liability related to data loss for any reason whatsoever.

9.3         The Client assumes all risk of computer Viruses, Spyware & Adware and will not hold The Computer Professor responsible. The Client is responsible for the costs of consulting time and materials required to remove any computer Viruses, Spyware or Adware.

10.         Risk

10.1      If The Computer Professor retains title to the Goods nonetheless all risk for the Goods shall pass immediately to the Client upon delivery and insurance shall be the Client’s sole responsibility.

10.2      If any of the Goods are damaged or destroyed prior to title to them passing to the Client, The Computer Professor is entitled, without prejudice to any of its other rights or remedies under these terms and conditions (including the right to receive payment of the balance of the Price for the Goods), to receive all insurance proceeds payable in respect of the Goods.  This applies whether or not the Price has become payable under these terms and conditions.  The production of these terms and conditions by The Computer Professor is sufficient evidence of The Computer Professor’s rights to receive the insurance proceeds without the need for any person dealing with The Computer Professor to make further enquiries.

11.         Title

11.1      It is the intention of The Computer Professor and agreed by the Client that property in the Goods shall not pass until:

(a)           The Client has paid all amounts owing for the particular Goods and/or Services, and

(b)           The Client has met all other obligations due by the Client to The Computer Professor in respect of all contracts between the Client and The Computer Professor, and that the Goods, or proceeds of the sale of the Goods, shall be kept separate until The Computer Professor shall have received payment and all other obligations of the Client are met.

11.2      It is further agreed that:

(a)           Until such time as ownership of the Goods shall pass from the Computer Professor to the Client, The Computer Professor may give notice in writing to the Client to return the Goods or any of them to The Computer Professor.  Upon such notice the rights of the Client to obtain ownership or any other interest in the Goods shall cease.

(b)           If the Client fails to return the Goods to The Computer Professor, then The Computer Professor or The Computer Professor’s agent may enter upon and into land and premises owned, occupied or used by the Client, or any premises as the invitee of the Client, where the Goods are situated and take possession of the Goods, without being responsible for any damage thereby caused.

12.         Personal Property Securities Act 1999

12.1      Upon assenting to these terms and conditions in writing the Client acknowledges and agrees that:

(a)           These terms and conditions constitute a security agreement for the purposes of the PPSA; and

(b)           A security interest is taken in all Goods previously supplied by The Computer Professor to the Client (if any) and all Goods that will be supplied in the future by The Computer Professor to the Client during the continuance of the parties’ relationship and secures payment by the Client to The Computer Professor of all amounts due under this or any other agreement.

12.2      The Client undertakes to:

(a)           Sign any further documents and/or provide any further information, such information to be complete, accurate and up-to-date in all respects, which The Computer Professor may reasonably require to register a financing statement or financing change statement on the Personal Property Securities Register;

(b)           Indemnify, and upon demand reimburse, The Computer Professor for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register or releasing any Goods charged thereby;

(c)           Not register a financing change statement or a change demand without the prior written consent of The Computer Professor;

(d)           Give The Computer Professor not less than fourteen (14) days prior written notice of any proposed change in the Client’s name and/or any other change in the Client’s details (including but not limited to, changes in the Client’s address, facsimile number, or business practice); and

(e)           Immediately advise The Computer Professor of any material change in its business practices of selling the Goods which would result in a change in the nature of proceeds derived from such sales.

12.3      The Computer Professor and the Client agree that nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply to these Terms and Conditions.

12.4      The Client waives its rights as a debtor under sections 116, 120(2), 121, 125, 126, 127, 129, 131 and 132 of the PPSA.

12.5      Unless otherwise agreed to in writing by The Computer Professor, the Client waives its right to receive a verification statement in accordance with section 148 of the PPSA.

12.6      The Client unconditionally ratifies any actions taken by The Computer Professor under and by virtue of the power of attorney given by the Client to The Computer Professor under clauses 11.1 to 11.5.

12.7      The Computer Professor may, if it deems it necessary, require other forms of security such as a security interest over the entire Client’s present and after acquired property, a mortgage over real property, or a personal guarantee of payment.  Any such security interest required by The Computer Professor will become part of this agreement and may be registered by The Computer Professor on the Personal Property Securities Register.

13.         Security & Charge

13.1      Despite anything to the contrary contained herein or any other rights which The Computer Professor may have howsoever:

(a)           Where the Client and or the Guarantor is the owner of land, realty or any other asset capable of being charged, both the Client and/or the Guarantor agree to mortgage and/or charge all of their joint and/or several interest in the said land, realty or any other asset to The Computer Professor or The Computer Professor’s nominee to secure all amounts and other monetary obligations payable under the terms and conditions.  The Client and/or the Guarantor acknowledge and agree that The Computer Professor (or The Computer Professor’s nominee) shall be entitled to lodge where appropriate a caveat, which caveat shall be released once all payments and other monetary obligations payable hereunder have been met.

(b)           Should The Computer Professor elect to proceed in any manner in accordance with this clause and/or its sub-clauses, the Client and/or Guarantor shall indemnify The Computer Professor from and against all The Computer Professor’s costs and disbursements including legal costs on a solicitor and own client basis.

(c)           To give effect to the provisions of clauses 15 and 16 the Client and/or the Guarantor do hereby irrevocably nominate, constitute and appoint The Computer Professor or The Computer Professor’s nominee as the Client’s and/or Guarantor’s true and lawful attorney to execute mortgages and charges (whether registerable or not) including such other terms and conditions as The Computer Professor and/or The Computer Professor’s nominee shall think fit in his/her/its/their absolute discretion against the joint and/or several interest of the Client and/or the Guarantor in any land, realty or asset in favour of The Computer Professor and in the Client’s and/or Guarantor’s name as may be necessary to secure the said Client’s and/or Guarantor’s obligations and indebtedness to The Computer Professor and further to do and perform all necessary and other acts including instituting any necessary legal proceedings, and further to execute all or any documents in The Computer Professor’s absolute discretion which may be necessary or advantageous to give effect to the provisions of this clause.

14.         Cancellation

14.1      The Computer Professor may cancel these terms and conditions or cancel delivery of Goods and Services at any time before the Goods are delivered by giving written notice.  On giving such notice The Computer Professor shall promptly repay to the Client any sums paid in respect of those Goods.  The Computer Professor shall not be liable for any loss or damage whatsoever arising from such cancellation.

14.2      At The Computer Professor’s sole discretion, the Client may cancel delivery of Goods and/or Services.  In the event that the Client cancels delivery of Goods and/or Services the Client shall be liable for any costs incurred by The Computer Professor up to the time of cancellation.

15.         Termination and Consequences of Termination

15.1      Either The Computer Professor or the Client may terminate this agreement if the other party breaches a material term of this agreement and either the breach is incapable of remedy or the party in breach has failed to remedy the breach within 5 working days of receipt of written notification from the other party requiring it to do so.  For the purposes of this clause, the following will, without limitation, be deemed to be material breaches of this agreement:

(a)           The Computer Professor will be deemed to be in material breach if it fails to supply the Goods or Services as applicable;

(b)           The Client will be deemed to be in material breach if it fails to make payments when due or if it refuses to grant any security requested by The Computer Professor or if it fails to maintain the software, hardware or other goods in accordance with this agreement.

15.2      The Computer Professor may also terminate this agreement by written notice with immediate effect if:

(a)           The Client is unable to pay its debts as they fall due, becomes insolvent, bankrupt or has proceedings commenced against it or passes a resolution for liquidation, has a receiver, liquidator or statutory manager appointed over all or any substantial part of its assets or enters into or proposes any composition or arrangement with its creditors.

(b)           There is any threat to the safety of any of our staff or agents;

(c)           If we consider there to be the presence of unlicensed or illegal software;

(d)           The Client’s equipment contains any pornographic, obscene, or illegal content.

15.3      If The Computer Professor terminates this agreement these terms and conditions will cease to apply and The Computer Professor will cease to provide the services and all fees incurred up to that time will immediately become payable.

16.         Change in Instructions

16.1      The Client shall advise The Computer Professor promptly of any decision or instruction which effects, or may reasonably affect the work to be carried out by The Computer Professor.

17.         Unauthorised Use, Installation or Repair

17.1      The Computer Professor shall not be liable for any damage caused by malfunction of the software, hardware or other goods or their incapability with the Client’s systems where this is a result of installation by unqualified tradespersons or substandard installation, or any addition, modification, or change in location of the software, hardware or other goods or their being serviced by personnel other than as authorised by The Computer Professor, or use of the software, hardware or other goods otherwise than in accordance with the manufacturer’s instructions.

18.         Defects/Returns

18.1      Any claims for unsatisfactory work or any alleged defect, shortage in quantity, damage or failure to comply with the description or quote must be made within 7 days of issue of an invoice.

18.2      The Client shall afford The Computer Professor an opportunity to inspect the Goods within a reasonable time following delivery if the Client believes the Goods are defective in any way.  If the Client fails to comply with these provisions the Goods shall be conclusively presumed to be in accordance with the terms and conditions and free from any defect or damage.

18.3      For defective Goods, which The Computer Professor has agreed in writing that the Client is entitled to reject, The Computer Professor’s liability is limited to either (at The Computer Professor’s discretion) replacing the Goods or repairing the Goods provided that:

(a)           The Client has complied with the provisions of clause 20.2;

(b)           The Goods are returned at the Client’s cost within seven (7) days of the invoice date;

(c)           The Client will not be liable for Goods which have not been stored or used in a proper manner;

(d)           The Goods are returned in the condition in which they were delivered and with all packaging material, brochures and instruction material in as new condition as is reasonable possible in the circumstances.

18.4      The Computer Professor may (in its discretion) accept the Goods for credit but this may incur a restocking fee plus any freight charges.

19.         Contract and Commercial Law Act 2017 (“the CCLA”)

19.1      The provisions of the CCLA in Part 2, subpart 3 (section 33-59) being Contractual Remedies shall apply to this contract as if section 59(1)(e), which states that nothing in the Contractual Remedies subpart shall affect the Part 2 (Sale of Goods), were omitted from the CCLA.

20.         Unpaid Seller’s Rights to Dispose of Goods

20.1      In the event that:

(a)           The Computer Professor retains possession or control of the Goods; and

(b)           Payment of the Price is due to The Computer Professor; and

(c)           The Computer Professor has made demand in writing of the Client for payment of the Price in terms of this contract; and

(d)           The Computer Professor has not received the Price of the Goods, then, whether the title in the Goods has passed to the Client or has remained with The Computer Professor, The Computer Professor may dispose of the Goods and may claim from the Client the loss to The Computer Professor on such disposal.

21.         Lien

21.1      Where The Computer Professor has not received or been tendered the whole of the price, or the payment has been dishonoured, The Computer Professor shall have:

(a)           A lien on the goods;

(b)           The right to retain them for the price while The Computer Professor is in possession of them;

(c)           A right of stopping the goods in transit whether or not delivery has been made or ownership has passed; and

(d)           A right of resale;

(e)           The foregoing right of disposal, provided that the lien of The Computer Professor shall continue despite the commencement of proceedings or judgment for the price having been obtained.

22.         Disclaimers

22.1      The Client hereby disclaims any right to rescind, or cancel the contract or to sue for damages or to claim restitution arising out of any statement, representation or warranty made by any employee, agent or contractor of The Computer Professor and the Client acknowledges that he buys the Goods relying solely upon his own skill and judgement and that The Computer Professor shall not be bound by nor responsible for any term, condition, representation or warranty other than  that given in clause 6 any warranties shall be personal to the Client and shall not be transferable to any subsequent Client.

22.2      The Computer Professor shall not be liable for any negligence or willful default by the manufacturer or supplier of the goods or services provided to the client.

22.3      Notwithstanding any other provision in these terms of trade, where the goods are consumer goods and are supplied for business purposes the Consumer Guarantees Act 1993 shall not apply.

23.         Disputes

Any dispute shall, at the option of The Computer Professor, be referred to mediation or arbitration. The Arbitration Act 1996 (or any replacement of that act) shall govern arbitration.

24.         Laws

24.1      If any parts of these terms of trade shall be held to be illegal, unenforceable or invalid, the remaining parts shall continue in full force and effect. The laws of New Zealand shall govern these terms of trade and The Computer Professor and the Client hereby submit to the non-exclusive jurisdiction of the courts of New Zealand.

25.         Copyrights and Trademarks

25.1      The Computer Professor does not authorize any client to use The Computer Professor or any manufacturer’s trademarks, names or associated materials. To use these trademarks, names and associated materials, prior written approval must be given by The Computer Professor or the relevant manufacturer.

26.         Intellectual Property

Unless otherwise agreed in writing, The Computer Professor is the owner of all copyright, trademarks and other intellectual property rights that may arise in relation to the services provided and shall only be used by the Client at The Computer Professor’s discretion.

26.1      The Client warrants that all designs or instructions to The Computer Professor will not cause The Computer Professor to infringe any patent, copyright, registered design or trademark in the execution of its obligations to the Client.

27.         Confidentiality and Privacy

27.1      We will maintain as secret and confidential all information we obtain from the Client further to these terms and conditions and will not use that information for any reason other than as necessary for providing the services.  This obligation will not apply to information that is in the public domain or that is known to us or obtained by us without breaching any obligation to you or that we are required to disclose by law.

27.2      The Client and the Guarantor (if applicable) authorise us to collect, retain, use and provide to our staff and agents, and any person or body as required by law, any personal information about the Client for the purposes of credit assessment, debt collection purposes, meeting The Computer Professor’s obligations to the client, and enforcing our rights against you.  The Client has the right to access and require the correction of the Client’s information held by The Computer Professor.

28.         Liability

28.1      In no event will The Computer Professor be liable (whether in contract, tort (including negligence), equity, breach of statutory duty or otherwise) to you for:

(a)           Loss of profits or savings, loss of goodwill or opportunity, loss or corruption of data, or wasted staff time; or

(b)           Loss, damage, costs or expense of any kind whatsoever which is indirect, consequential, or of a special nature, arising directly or indirectly from any services or products supplied by us to you, even if we had been advised of the possibility of such loss, damage, cost or expense.

28.2      To the extent allowed by law, our total liability under any claim of any nature arising directly or indirectly from any service or product will not exceed the fees paid by you for that service or product.

29.         Indemnity

29.1      The client indemnifies The Computer Professor against any and all liability, losses, damages, costs and expenses of any nature whatsoever awarded against, incurred or suffered by The Computer Professor, whether direct or consequential, arising out of or resulting from the Client’s breach of this agreement.

30.         Force Majure

30.1      We will not be liable to you for any breach or failure to perform any of our obligations where such breach or failure is caused by anything beyond our reasonable control, including, but without limitation, inability to obtain supplies, war, civil commotion, terrorism, strike, lockout, an act of God, fire, and natural disaster including floods, earthquakes, tsunamis or other weather phenomena.

30.2      If we are unable to perform our duties and obligations under these terms and conditions as a direct result of any such reasons the operations of these terms and conditions will be suspended during the period in which the reason continues.

31.         Client’s Obligations

31.1      The Client must in a timely manner provide copies of licensed software, the required access to the Client’s hardware and all other information, assistance, facilities, co-operation and access to premises and equipment that may reasonably be required by The Computer Professor.

31.2      The Client must allow The Computer Professor appropriate time to investigate the problem and provide a practical solution.

31.3      If the Client desires an alternative solution than that offered by The Computer Professor, then The Computer Professor cannot be held liable to provide the alternative solution within the terms of this guarantee.

31.4      The Computer Professor guarantees emergency on-site response time will be within 2 hours, excluding travel time, from the time the request is received.  If we do not make the 2 hour on-site response time (excluding travel time) the Client only has to pay the regular Call Out rate.  The emergency call out rate may vary from time to time and shall take into account the needs of the client, the time of day, location of the call out, travel time and any other relevant factors.

32.         Variation

32.1      The Computer Professor Limited reserves the right, at its sole discretion to:

(a)           Change, modify, add or remove parts of the terms and conditions of trade;

(b)           Change any fees or charges;

(c)           Change or cease providing any product or service;

(d)           Change our website, including any content, product, service or feature of the site.

32.2      Changes shall be effective immediately and you acknowledge that electronic notification by posting on this site is sufficient notice.

32.3      If you do not agree with the changes you must instruct us to cease providing the services and/or products, otherwise you are deemed to accept the changes.

33.         Assignment and Change of Name

33.1      The Client’s rights and obligations under these terms and conditions may not be assigned to any other party, without consent, which shall not be unreasonably withheld.

33.2      The Client shall notify The Computer Professor of any change of name 5 days before such change comes into effect.

33.3      The Computer Professor may license or sub-contract all or any part of its rights and obligations without the Client’s consent.

34.         Guarantee

34.1      In consideration of The Computer Professor, at the request of the Client entering into this agreement, the Directors, Shareholders and the Trustees of the Client (to the extent applicable) irrevocably and unconditionally guarantee, jointly and severally if more than one, the due and faithful performance of the Client’s payment and obligations under this agreement.

34.2      If the Client fails to make any of its payment obligations under this agreement, the Guarantor(s) will, on demand, immediately pay such amounts to The Computer Professor.

34.3      The liability of the Guarantor(s) will constitute a principal obligation of the Guarantor(s) and the Guarantor(s) will not be released from any liability under this agreement:

(a)           By any allowance of time by The Computer Professor; or

(b)           By any delay or forbearance by The Computer Professor, to exercise its rights under this agreement.

34.4      By agreeing to these terms and conditions, the Guarantor(s) authorise The Computer Professor to make any enquiries it deems necessary at its sole discretion to enable it to assess the ability of the Guarantor(s) to fulfil its/their obligation(s) under this agreement.