Service Terms and Conditions

1. Definitions

Services means IT support, managed services, cybersecurity services, consulting, software development, repairs, education and related services provided by us.

Client means the person, business, or entity receiving Services.

ACL means the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)).

2. Engagement and Scope

2.1 Services will be provided:

• as described in a written quote, proposal, service agreement, or statement of work (SOW); or
• if none exists, on a time and materials basis.

2.2 Any variation to scope may result in additional charges.

2.3 We are not obliged to perform services outside the agreed scope unless agreed in writing.

3. Client Responsibilities

The Client agrees to:

• provide accurate and complete information;
• ensure lawful access to systems, devices and data;
• maintain current data backups (unless we have agreed in writing to manage backups);
• maintain licensed software; and
• follow reasonable technical and cybersecurity recommendations.

We are not responsible for issues arising from unsupported or obsolete systems, unlicensed software, or failure to implement recommended security measures.

4. Fees and Payment

4.1 Fees are payable as set out in our quote or invoice.

4.2 Unless otherwise agreed:

• invoices are due within 7 days;
• late payments may incur interest at 2% per month; and
• we may suspend Services for non-payment.

4.3 All prices are exclusive of GST unless stated otherwise.

4.4 The Client is responsible for reasonable recovery costs incurred due to overdue accounts.

5. Managed IT Services (If Applicable)

5.1 Managed services are provided on a best-efforts basis unless a separate SLA applies.

5.2 We do not guarantee continuous system uptime, error-free services, or prevention of all cybersecurity incidents.

5.3 Scheduled maintenance windows may occur outside business hours.

5.4 Remote monitoring tools may be installed where required to deliver the Services.

6. Cybersecurity Services

6.1 Cybersecurity reduces risk but does not eliminate it.

6.2 We do not warrant that all threats will be detected, that no breach will occur, or that all vulnerabilities will be identified.

6.3 The Client remains responsible for staff behaviour and password hygiene, phishing awareness, and internal security policies.

6.4 We are not liable for losses resulting from social engineering, business email compromise, ransomware, or Client negligence, to the maximum extent permitted by law.

7. Data and Backup

7.1 The Client is solely responsible for maintaining backups unless expressly contracted.

7.2 Before any repair or system work, the Client must ensure data is backed up.

7.3 To the maximum extent permitted by law, we are not liable for data loss, corruption, or hardware failure during repair or service work.

8. Repairs and Hardware Services

8.1 All repair quotes are estimates only.

8.2 Additional faults discovered during repair may incur further charges.

8.3 Replacement parts may be new, refurbished, or third-party compatible.

8.4 We are not responsible for pre-existing faults, latent defects, or manufacturer design flaws.

8.5 Manufacturer warranties remain the responsibility of the Client unless otherwise agreed in writing.

9. Third-Party Products and Services

9.1 We may recommend or supply third-party products or software.

9.2 We are not liable for third-party outages, vendor pricing changes, vendor policy changes, or third-party security breaches.

9.3 The Client is bound by third-party terms where applicable.

10. Intellectual Property

10.1 We retain ownership of all intellectual property in materials we create unless otherwise agreed in writing.

10.2 Upon full payment, the Client receives a non-exclusive licence to use deliverables for their intended purpose.

10.3 We retain the right to reuse general knowledge, skills, and experience gained during the engagement.

11. Confidentiality

Both parties agree to keep confidential information secure and not disclose it except:

• as required by law;
• with written consent; or
• to professional advisers who are bound by confidentiality.

12. Australian Consumer Law

Nothing in these Terms excludes, restricts, or modifies any rights under the ACL.

If the Client is a consumer, our liability for breach of a consumer guarantee is limited (at our option) to
re-supplying the Services or paying the cost of re-supply, to the extent permitted by section 64A of the ACL.

13. Limitation of Liability

To the maximum extent permitted by law, we are not liable for indirect or consequential loss, including loss of profit,
loss of revenue, loss of business opportunity, loss of goodwill, or loss of data.

Our total aggregate liability for any claim arising out of the Services is limited to the total fees paid by the Client
in the 3 months preceding the claim.

This limitation does not apply to liability that cannot legally be excluded.

14. Indemnity

The Client indemnifies us against claims, losses, and expenses arising from Client misuse of Services, breach of these Terms,
or unlawful or negligent acts.

This indemnity does not apply where we are at fault.

15. Suspension and Termination

15.1 We may suspend Services if payment is overdue, there is a security risk, or the Client breaches these Terms.

15.2 Either party may terminate with 28 days’ written notice unless otherwise agreed in writing.

15.3 On termination:

• all outstanding invoices become immediately due;
• access credentials and remote tools may be revoked; and
• we may securely delete stored data after reasonable notice (unless legally required to retain it).

16. Force Majeure

We are not liable for delay or failure caused by events beyond our reasonable control, including natural disasters,
power or telecommunications failure, cyber incidents, or government action.

17. Dispute Resolution

17.1 Parties must attempt good faith negotiation.

17.2 If unresolved within 28 days, mediation in Victoria must occur before court proceedings (except urgent relief).

18. Governing Law

These Terms are governed by the laws of Victoria, Australia.

The parties submit to the non-exclusive jurisdiction of Victorian courts.