PIXIEWARE(r) ON-LINE USER SALES AND LICENCE AGREEMENT (SLA)
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1.   APPLICABILITY
2.   EXCLUSIONS, LIMITATIONS, WARRANTIES
3.   PRICING 
4.   PAYMENT TERMS
5.   OWNERSHIP OF "SOFTWARE"
6.   "SOFTWARE" LICENCING TERMS  
7.   PRIVACY 

1.   APPLICABILITY
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1.1 The Conditions of Sale set out in this SLA govern the supply of Pixieware( software ("Software") from Pixie Partners Limited, trading as The TOTAL Computer Company ("TOTAL"), to the Customer ("Customer").

1.2 This SLA contains the whole of the sales and licence agreement (SLA), and represents the complete understanding between "TOTAL" and the "Customer", and that there are no other conditions, warranties or understandings affecting the arrangements between the parties other than those set out herein. This SLA replaces all prior agreements and understandings with respect to the subject matter of this SLA.

1.3 The "Customers" acceptance of this SLA must be acknowledged before any "Software" transfer from ""TOTAL"" to the "Customer" can take place.

1.4 The parties agree that this SLA shall be governed by the laws of New Zealand and shall be subject to the non-exclusive jurisdiction of the New Zealand courts.


2.    EXCLUSIONS, LIMITATIONS, WARRANTIES
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2.1 The following is without prejudice to any rights that the "Customer" may have at law, which cannot legally be excluded or restricted. 

2.2 If the "Software" is found to be defective or irregular under normal use, then the total liability under any provision of this SLA will be limited to the amount actually paid by the "Customer" for the "Software".

2.3 Service to, or replacement of "Software" that is covered by a warranty under this SLA will be attended to by "TOTAL", during normal business hours (Monday to Friday, 8.30am to 5.00pm, New Zealand time, public holidays excluded).

2.4 If any of the "Software" supplied by "TOTAL" has been tampered with by the "Customer" in any way whatsoever, either maliciously or unintentionally, then all warranties will become null and void.

2.5 All warranties will have a limit on the period in which claims will be accepted (60 days in relation to PixieWare(R) software). To make a warranty claim "Software" must be returned to "TOTAL" within 60 days of the date on the sales invoice stating the reason the "Software" is found to be defective or irregular.

2.6 Except as to the extent provided in this SLA (paragraph 2.2), "TOTAL" will not in any circumstances be liable for any damages whatsoever (including, without limitation, damages for loss of business, business interruption, loss of business information, or other indirect or consequential loss) arising out of the use, or inability to use, or supply, or non-supply, of the "Software" purchased.


3.    PRICING 
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3.1 Any quotation provided by "TOTAL" will be based on, amongst other things, the costs of materials, hourly charge rates, taxes, and freight costs ruling at the date on the quotation. These costs in all cases shall be subject to the terms of clauses 3.2 and 3.3.

3.2 In the event of any increase of costs relating the formulation of the quote including those of materials, taxes, and freight, during the execution of any contract resulting from a quotation, then all such increases which are beyond the control of "TOTAL" shall be passed on to a "Customer".

3.3 Any quotation provided by "TOTAL" will expire in twenty (21) days from the date on the quotation. "TOTAL" also reserves the right to withdraw a quotation from a "Customer" at any time after it has been issued.

3.4 Payment is always within the Payment Terms of "TOTAL" (Refer Section 4.0) unless otherwise stipulated at time of invoicing.

3.5 All prices are quoted exclusive of taxes unless otherwise stated.

3.6 All prices are quoted in USA Dollars. N.Z. residents should contact "TOTAL" for pricing information.

3.7 Local taxes will not be charged on "Software" sold to "Customers" purchasing from outside of New Zealand.

3.8 "Software" sold over the Internet that has a free trial period available must be paid for in full before the expiry of the free trial period, if continuous use beyond 30 days is required. Failure to pay for the "Software" will cause the "Software" to become inoperable for use at the expiry of the free trial period. "TOTAL" regrets that subsequent free trials will not be granted for the same items of software, to the same customer, unless payment is made before the next down load is requested.


4.    PAYMENT TERMS
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4.1 For Customers Ordering Within New Zealand: 

4.1.1 Cheque or Money Order made payable to The TOTAL Computer Company

4.1.2 VISA or MasterCard Credit Card. If this method of payment is used the "Customer" agrees that all charges incurred through the use of the credit card will be honoured by the "Customer".

4.1.3 Direct Deposit credited to The TOTAL Computer Company, bank account, details will be supplied on request. Please fax copy of deposit receipt to 64 9 827 5899

4.1.4 Pre-arranged open account with The TOTAL Computer Company

4.1.5 If paying by Credit Card please supply the following details by phone or fax:

Card type: VISA _____ MasterCard _____

Credit Card No.: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

Expiry date: _ _ / _ _ / _ _ _ _

Cardholder name (please print): ______________________________________

Cardholder signature: ______________________________

FOR SECURITY REASONS, PLEASE DO NOT SEND US YOUR CREDIT CARD DETAILS BY ANY OTHER ELECTRONIC MEANS. "TOTAL" WILL NOT ACCEPT ANY RESPONSIBILITY FOR BREACHES OF SECURITY IN RESPECT OF CREDIT CARD USAGE, AND DOES NOT PROTECT THE "CUSTOMER" FOR UNAUTHORISED USE OF A CREDIT CARD.

4.2 For Customers Ordering From Outside Of New Zealand: 

4.2.1 Bank draft or Telegraphic Transfer to the credit of The TOTAL Computer Company, bank account, details will be supplied on request.

4.2.2 VISA or MasterCard Credit Card. If this method of payment is used the "Customer" agrees that all charges incurred through the use of the credit card will be honoured by the "Customer".

FOR SECURITY REASONS, PLEASE DO NOT SEND US YOUR CREDIT CARD DETAILS BY ANY OTHER ELECTRONIC MEANS. "TOTAL" WILL NOT ACCEPT ANY RESPONSIBILITY FOR BREACHES OF SECURITY IN RESPECT OF CREDIT CARD USAGE, AND DOES NOT PROTECT THE "CUSTOMER" FOR UNAUTHORISED USE OF A CREDIT CARD.

4.3 Open Account Customers

4.3.1 Trading terms are the 20th of the month following the date of an invoice for items of service.


5.    OWNERSHIP OF "SOFTWARE"
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5.1 All "Software" is subject to a Licence-to-use Agreement, and the title and copyright of the "Software" will not ever pass to the "Customer", but ownership of any Licence-to-use Agreement supplied to a "Customer" remains the property of "TOTAL" until payment is made in full by the "Customer". Payment is due within the Payment Terms (Refer Section 4.0) as defined in this SLA.

5.2 Payment within the terms of this SLA means "in receipt of cleared funds".

5.3 Notwithstanding that the Licence-to-use does not pass to a "customer" until payment is made in full, the "Customer" is responsible for any damage made to the "Software" from the time it leaves the premises of "TOTAL" or any third party Distributor.


6.    "SOFTWARE" LICENCING TERMS 
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6.1 This SLA applies to the "Software" in which "TOTAL" has a proprietary interest (i.e. the Pixieware(r) software range). Note, "Software" sold by "TOTAL" on behalf of other manufactures will be subject to their own Licence Agreements.

6.2 Upon payment in full from a "Customer", "TOTAL" will execute a Licence-to-use Agreement which grants to the customer a limited non-exclusive, non-transferable right to use solely by the "Customer" at the location specified, for the number of users specified, and for the duration specified. The Licence-to-use does not permit republication, distribution, assignment, sub-licence, sale, or preparation of derivative works or other such use of the licenced "Software".

6.3 Subject to the warranty conditions in this SLA, "TOTAL" warrants that all "Software" will perform substantially in accordance with the "Software" specifications. For a period identified in paragraph 2.5, "TOTAL" will at its discretion either: a) replace the defective "Software", or b) fully refund the purchase price, c) rectify the problem at its own cost, provided that in all circumstances the problem or irregularity was encountered under the specified normal conditions of use.

6.4 Termination of a Licence-to-use by the "Customer" may be at any time, by destroying, or returning to "TOTAL", any copies of the "Software" on a hard disk, or any other media, including the documentation belonging to the "Software".

6.5 "TOTAL" may terminate the Licence-to-use if the "Customer" fails to comply with the terms and conditions of this SLA.  Upon termination in writing, all copies of the "Software" and documentation must be destroyed or returned to "TOTAL".

6.6 Title and copyright of the "Software" remains with "TOTAL".

6.7 The "Customer" is not licenced to rent, lease, or distribute the licenced "Software" to any other party.

6.8 The "Customer" must not reverse engineer, translate, disassemble or de-compile these licensed "Software" in whole or in part.

6.9 The Customer is permitted to make a copy of the licenced "Software" for backup purposes only.


7.     PRIVACY 
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7.1 "TOTAL" will not use or disclose personal information obtained about the "Customer" for any reason other than to maintain sufficient records for "accounting" and account-management purposes.
