Terms & Conditions

By entering into this Agreement, approving the Quote and/or purchasing Goods and Services from the Company, You accept and agree to be bound by these Terms.

If the Customer requests that the Company provide any of the Additional Services, the Company may agree to do so in accordance with the terms of this Agreement or as set out in any Quote or other agreement entered into between the Company and the Customer.

The Company will give the Customer reasonable notice of a material amendment by email, through the Customer portal, on an invoice or by publishing the amended Terms on the Website.

A material amendment will apply prospectively from the date stated in the notice and will not alter Charges or Services already supplied.

If an amendment materially and adversely affects an ongoing Service during a committed term, and the amendment is not required by Law or by a Third Party Product supplier, the Customer may give written notice terminating the affected Service before the amendment takes effect. The Customer remains liable for accrued Charges and unavoidable Stranded Costs.

The Company will use reasonable efforts to investigate and, where reasonably practicable, resolve any issues related to the Services, Additional Services, or Goods. Unless a specific Service Level expressly applies, the Company does not guarantee that an issue will be resolved within a particular period or that a particular outcome will be achieved. The Customer agrees and acknowledges that the Company may limit the amount of time allocated to resolving an issue to a timeframe it considers reasonable and appropriate based on: (i) the issue is outside the agreed scope, (ii) the amount of time spent or will likely be spent in resolving the issue against the typical resolution times for the same or similar issues, (iii) the Customer or a third party taking action, (iv) further work requires the Customer's approval to incur additional Charges, or (v) continuing the work would create a material security, legal or operational risk.

The Company represents that:

Application of service-specific terms:

Relationship to any Master Services Agreement (MSA)

Service boundaries

The supply of Goods and Services is contingent upon You complying with this Agreement.

The supply of Goods and Services by the Company is subject to availability of the Goods and Services and Additional Services.

Any order cancellation must be in writing and is subject to the Company's approval.

Unless otherwise stated, all wholesale Prices quoted are exclusive of settlement discount and GST, duty, taxes or any other statutory charge or fee payable in connection with the sale of the Goods to You by the Company.

Subject to any fixed pricing expressly stated in a Quote or MSA, the Company reserves the right to amend its standard rates and/or Prices from time to time by giving 30 days' written notice. The changed rates apply only to Services supplied after the effective date of the change.

All Prices do not include shipping and posting costs.

Notwithstanding the preceding clauses, the Customer acknowledges and agrees that each year the Company may increase Charges by the greater of the CPI rate, or 5.9% without prior notice to the Customer. The Company will give the Customer at least 30 days' written notice of the adjustment (which may be given by email or on an invoice). The Customer agrees that any change in the Charges under this clause may be notified to the Customer in the Company invoice.

The Company may pass through to the Customer any increase in the cost of a Third Party Product, foreign exchange adjustment, tax, duty or supplier charge from the date on which the increased cost is incurred by the Company. Where reasonably practicable, the Company will give the Customer prior written notice.

This clause applies to the extent that the Customer purchases Third Party Software in connection with this Agreement. The supply of Third Party Software is independent of the provision of Services and will be specified in the relevant quote or proposal from the Company.

Where the Company supplies Third Party Software to the Customer, the Customer acknowledges and agrees that its access to and use of such Third Party Software is governed by the third party licence terms between the Customer and the licensor (Third Party Licence Terms) and Customer is solely responsible for its compliance with such Third Party Licence Terms.

In addition to the Customer's compliance with these Terms and Conditions and the relevant Third Party Licence Terms, if and to the extent that the Customer has purchased Microsoft Cloud Solution Products through the Company, the Customer acknowledges and agrees to be bound by the terms and conditions set out herein.

The Customer may request that the Company procure a Third Party Software licence on the Customer's behalf that does not allow for monthly subscription terms and may be licenced on an annual or multi-year basis. The relevant term of the subscription with a Third Party Software provider will be set out in the proposal or quote to the Customer for approval by the Customer. The Customer acknowledges and agrees that upon expiration or termination of this Agreement, the Customer will pay the Company the remaining fees payable (in full, as a single lump sum payment) under a Third Party Software provider's fixed term contract or licence as a Stranded Cost in accordance with clause 26.

The Customer acknowledges and agrees:

The Customer remains responsible for:

The Company is not responsible for a Cyber Breach to the extent caused or contributed to by:

Clause 8.3 does not exclude or limit the Company's liability to the extent the Cyber Breach was caused by the Company's breach of the Agreement, negligence, wilful misconduct or failure to implement security control expressly included in the Services.

The Company may use approved artificial intelligence, machine-learning or automated tools to assist in providing the Services, including for monitoring, analysis, threat detection, documentation, scripting, summarisation and administrative tasks.

Where the Company uses an artificial intelligence tool, the Company will:

The Customer acknowledges that artificial intelligence and automated outputs may be incomplete, inaccurate or unsuitable for a particular purpose. Unless expressly agreed otherwise, those outputs are provided as an aid only and do not replace the Customer's own review, judgment, professional advice or decision-making.

The Customer must not:

The Company is not liable for:

Ownership and permitted use of inputs and outputs are subject to applicable Law, the rights of the Customer and the applicable third-party terms. Nothing in this clause transfers ownership of Customer Data to the Company.

The Customer shall pay the Charges for the Services and Goods provided hereunder and subject to the payment terms as set forth in their Invoice issued by the Company.

Payment of all accounts shall be made in accordance with the payment terms noted on the invoice.

All Charges are carried out on a 'per hour' basis as per the current rates at the time that the Service was performed, with fifteen-minute billing increments rounding up to the nearest fifteen-minute increment. Time spent may include investigation, troubleshooting, configuration, advice, coordination, documentation and follow-up work reasonably required to perform the Services. All time spent directly performing a Service or solution may be Charged including any research, phone support, include Services conducted remotely. The Company may require the Customer to pay the Charges under this Agreement in advance if it considers it reasonably necessary. Unless specified otherwise, all work performed will be payable within the payment terms of the Invoice, without deduction or set-off.

Where a Quote states a minimum chargeable time (for example, 30 minute minimum or a 1 hour minimum after hours), the Quote prevails to the extent of any inconsistency.

Call out fees will apply to any Service performed at a Customer's nominated location as per the current rates at the time that the Service was performed.

Penalty rates may apply for work performed outside of the Company's standard Business Hours.

Travel time may be Charged for all work outside of the metropolitan area of the Customer's nominated service location or outside the Company's standard service area, as notified in the Quote or Invoice.

Travel costs (including airfares, transfers and accommodation) may be charged where onsite services are performed outside the metropolitan area of the Customer's nominated service location or outside the Company's standard service area, as notified in the Quote or Invoice.

Parking expenses may be charged for all work conducted where onsite parking is not provided by the Customer.

When making a payment, you agree:

Suspended accounts may attract a default account keeping fee of two percent (2%) per month or $25.00 per invoice whichever is the greater amount, until the account is returned to the agreed trading terms. You agree that that this is a fair and reasonable charge and is directly relevant to the likely damage that the Company might suffer as a result of non-payment by You. Interest will be calculated on all outstanding amounts from the date of issue of the outstanding invoice.

The Company reserves its rights to automatically suspend all accounts unpaid at fourteen (14) days from the due date for payment, no further orders will be shipped, and we will suspend all further Services to be provided to You.

Without prejudice to any other remedies The Company may have under the Agreement or otherwise, if the Customer fails to pay any Invoice by the due date, the Company may, without notice to the Customer, charge interest at the Interest Rate on the outstanding Invoices or any other monies due and unpaid by the Customer, until such time as the Customer has paid, in full, the outstanding amount and any interest accrued on the outstanding amount, and the Customer shall pay to the Company on demand any reasonable costs incurred by the Company in relation to collection of any amounts owing, including any legal costs incurred by the Company, on a full indemnity basis.

All invoices shall immediately become due and payable in the event of default on payment by You of any invoice or account, regardless of whether or not some invoices may not otherwise have become due for payment.

All amounts specified as payable by the Customer to or for the benefit of the Company under this Agreement are exclusive of any duty or tax.

If GST is payable on any supply made under or in relation to this Agreement, the recipient of the supply must pay the GST Amount to the supplier in addition to and at the same time as the net amount payable for the supply.

If a party is required to make any payment or reimbursement, that payment or reimbursement must be reduced by the amount of any input tax credits or reduced input tax credits to which the other party (or the representative member for a GST group of which it is a member) is entitled, for any acquisition relating to that payment or reimbursement.

Clauses 11.1 to 11.3 are subject to any other specific agreement regarding the payment of GST on supplies.

The Customer must make full payment of the Invoice notwithstanding any dispute as to the amount stated on any invoice.

The Customer shall notify the Company in writing of any dispute with respect to the whole or any portion claimed in an invoice submitted by the Company. Such notice must be made in good faith and given within 7 days of receipt of the relevant invoice.

If it is determined by the Company, acting reasonably, that some or all of the amount in dispute ought not to have been paid by the Customer, the Company shall credit that amount towards the payment of the next invoice issued by the Company or where there is to be no further invoice issued by the Company, the Company shall reimburse to the Customer the relevant amount.

The Customer must notify the Company of any Charge disputed in good faith, with supporting documentation, or the Customer shall be deemed to agree to such Charges and no adjustments to Charges or invoices will be made.

Any disputes will not negate the requirement to pay any and all outstanding invoices within the 14-day term.

To the extent permitted by Law, you hereby give the Company authority to make enquiries as to the credit and financial responsibilities of You and/or Your Directors and/or Shareholders in order to suitably qualify Your capacity to incur debt and repay any amounts to the Company. The Company may assess your creditworthiness before or whilst the Company supplies Goods or Services on credit and the Company may refuse, limit, suspend or withdraw credit facilities at any time, if the Company reasonably considers that You present an unacceptable credit risk. These enquiries shall include but not be limited to obtaining reports from credit reporting agencies and references from current and/or past providers of credit to You.

In accordance with f the Privacy Act 1988 (Cth), You acknowledge that the Company has informed You that certain items of personal information about You contained in or relating to Your Application for Credit, and permitted to be kept on a credit information file, might be disclosed to a credit reporting agency. Furthermore, You agree, in accordance with the Privacy Act 1988 (Cth) that use by the Company of the relevant information referred to in those sections may occur for the purpose of assessing Your credit application.

Ownership of the Goods remain with the Company.

You authorise an authorised agent or representative of the Company to enter Your premises (or the premises of any associated Company) where the Goods are located, without liability for trespass or any resulting damage, and retake possession of the Goods and You agree that the Company has an irrevocable licence to do so.

You authorise the Company to keep or resell any Goods repossessed pursuant to this Clause 14 of this Agreement.

If the Goods are resold by You, You shall hold such part of the proceeds of any such sale as represents the invoice Price of the Goods sold in a separate identifiable account as the beneficial property of the Company and shall pay such amount to the Company upon demand.

Notwithstanding the above, the Company shall be entitled to maintain an action against You for the invoice Price.

In connection with the Goods, while they remain the property of the Company, You agree that:

Pending payment in full for the Goods, You:

Despite the above provisions, if You supply any of the Goods to any person before all moneys payable by You have been paid to the Company (and have not been claimed or clawed back by any person standing in the place of or representing You), You agree that:

it holds the proceeds of re-supply of the Goods on trust for and as agent for the Company immediately when they are receivable or received;

You must either pay the amount of the proceeds of re-supply to the Company immediately when they are received or pay those proceeds into an account with a bank or a financial institution or deposit taking institution as trustee for the Company.

As security for payment to the Company of all moneys payable by You and for Your obligations generally under this Agreement, You charge in favour of the Company the whole of your undertaking, property and assets (including without limitation all of your interests, both legal and beneficial, in freehold and leasehold land) both current and later acquired. You irrevocably appoint each officer as your attorney to do all things necessary to create and register each such charge.

The Company may require the Customer to provide appropriate Financial Security prior to the Commencement Date or at any time during the course of the Agreement. In that event, the Customer will procure the relevant Financial Security to The Company in a form acceptable to The Company. The Customer acknowledges and agrees that The Company has the right to not commence or continue any part of the Services or Adhoc Services or deliver the Software or Equipment, until the Customer has complied with this clause.

If the form of Financial Security to be provided is in the form of a bank guarantee, the Customer must provide the Company, within ten (10) Business Days of the date of this Agreement or from the date that the Company gave notice that it requires a Financial Security, an irrevocable, unconditional bank guarantee in the amount and form acceptable to the Company and given by a licensed Australian bank acceptable to the Company.

The Customer acknowledges and agrees that the Company will have a right to have recourse to Financial Security, and the Company will be entitled to use the cash obtained as a consequence of making a call upon any Financial Security in its discretion

You acknowledge that this Agreement will constitute a security agreement which create a security interest in favour of the Company over all Your present and after acquired property, including all Goods supplied by the Company to You, to secure the payment of the Price or any other amount owing under this Agreement from time to time including further advances.

You acknowledge that by accepting this Agreement and by virtue of the retention of title clause as provided for in Clause 5 of this Agreement, the security interest is a purchase money security interest ("PMSI") as defined under Section 14 of the PPSA for all present, after acquired Goods including any Commingled Goods.

The security interest will continue to apply as an interest in the Collateral for the purposes of PPSA with priority over registered or unregistered security interest.

The Company may register the security interest as PMSI on the Personal Property Securities Register ("PPSR") under the PPSA without providing further notice to You. You agree the Company is not required to disclose information pertaining to the Company' security interest to an interest party unless required to do pursuant to PPSA or under the general law.

to sign any documents and/or provide further information reasonably required by the Company to register financing statement or financing change statement on the PPSR;

to indemnify the Company for all expenses and/or costs incurred by the Company in registering a financing statement or financing change statement on PPSR including the costs of amending, maintaining, releasing and enforcing any security interest in the Goods;

not to register and/or make a demand to alter a financing statement in the collateral without prior written consent of the Company;

to provide the Company with 7 days' written notice of any change or proposed change to Your company name, address, contact details or other changes in Your details registered on the PPSR;

to waive any rights of enforcement under Section 115 of the PPSR for Collateral not used predominantly for personal, domestic or household purposes; and

to waive any rights to receive verification statement in respect of any financial statement or financing charge statement under Section 157 of the PPSA.

The Customer represents and warrants that:

The Parties acknowledge that each Party has entered into the Agreement in reliance upon the warranties in this clause 18.

For the avoidance of doubt, a breach of any of the warranties set out in this clause 18 shall be a material breach of the Agreement.

The Customer indemnifies and must keep indemnified the Company from and against all Claims and Liabilities sustained, recovered or made against the Company or its servants, contractors or agents by a third party in connection with:

The Company must:

If a Default Event occurs, the Company may, in its absolute discretion and without prejudice to any other rights that it may have at any time prior to rectification of the Default Event, either:

In the event that you Default on these Terms, You consent to pay the Company any costs, charges and expenses (including legal fees and costs on a full indemnity basis as a liquidated debt) incurred by the Company in connection with the entry into this Agreement, the exercise or attempted exercise of any power, right or remedy under these Terms and/or the failure of You to comply with these Terms.

The Company may, in its absolute discretion and without prejudice to any other rights that it may have, immediately suspend or terminate the Services if it determines, acting reasonably, that the Customer Environment has materially changed from the date of this Agreement.

Upon termination or expiry of this Agreement for any reason, the Customer must pay the Company all amounts owing under this Agreement as at the termination/expiry date, together with any Stranded Costs (paid in full as a single lump sum payment).

If the Agreement is terminated before completion of any minimum term or committed service period stated in the Quote (if any), the Customer must also pay the Early Termination Fee. The Customer agrees that the Early Termination Fee is a genuine pre-estimate of the loss that would be suffered by the Company as a result of early termination.

Termination does not affect rights or liabilities accrued before termination.

Nothing in this clause requires the Customer to pay Charges for a period after termination where the Customer terminates because of the Company's unremedied material breach, except for unavoidable Third-Party Product commitments approved by the Customer and Stranded Costs that cannot reasonably be avoided.

The Parties acknowledge that the Company owns all Intellectual Property Rights subsisting in the Services and any documentation supplied by the Company in connection with the Services. Nothing in the Agreement transfers ownership of any of the Intellectual Property Rights subsisting in the Services or related documentation.

The Customer must not exercise any of the rights of the Company as owner of the Intellectual Property Rights subsisting in the Services and related documentation except as expressly permitted by the terms of the Agreement.

Where a Party ("Recipient") receives Confidential Information from the other Party ("Discloser") during the Term, and after termination or expiration of the Agreement, the Recipient shall keep that information confidential and shall:

not publish or disclose the Confidential Information to any person except as permitted under the Agreement or with the prior written consent of the other Party; and

not use the Confidential Information for any purpose, except where strictly necessary for the performance of its obligations under the Agreement.

The Recipient may disclose Confidential Information on a confidential basis to any officer or employee of that Party to the extent it is reasonably necessary for the performance of its obligations under the Agreement.

The Recipient shall ensure that each officer or employee that receives Confidential Information is informed of, and shall comply with, the confidentiality obligations of the Recipient under the Agreement.

This clause does not apply to any Confidential Information which:

Subject to the limitations set forth below in this clause, the Customer hereby grants to the Company, and the Company hereby accepts, access to and use of the Customer's and/or its third party licensor's proprietary materials (the "Licenced Materials") solely for the purpose of providing the Services.

Customer warrants and represents that it has, or will use commercially reasonable efforts to obtain, the right and authority to grant such access to and use all of the Licensed Materials to the Company hereunder.

The Company will be entitled to rely on the accuracy and completeness of information prepared and/or provided by the Customer.

The Company shall not be liable to the Customer or any third party for any injury or loss arising from errors, omissions, or inaccuracies in documents or other information that is provided by the Customer.

The Company makes no guarantee that the investigations undertaken by the Company following a cyber incident will confirm whether data has been released to third parties.

Where required by Law, the Company may notify and cooperate with relevant authorities (including the Australian Cyber Security Centre) in relation to a cyber incident, including by providing information reasonably necessary to meet legal or regulatory obligations. Unless required by Law, the Company has no obligation to make any external report on the Customer's behalf.

This Agreement is deemed to have been entered into in the State of Queensland, Australia. Any legal action arising out of, or in respect of this Agreement and/or its interpretation must be brought only in the State of Queensland or another jurisdiction if it is deemed appropriate by the Company.

The parties further agree to issue any proceedings in the Brisbane registry of the appropriate court having monetary jurisdiction over the matter or another jurisdiction if it is deemed appropriate by the Company.

The terms contained in this Agreement are binding, and cannot be altered except by clear, written acceptance of the alteration by the Company and You.

This Agreement may be executed in any number of counterparts. Each counterpart is an original but the counterparts together are one and the same Agreement. The Agreement may be entered into by and becomes binding on the parties named in the Agreement upon one party signing the Agreement that has been signed by the other (or a photocopy or email copy of that Agreement) and transmitting a email copy of it to the other party.

Any failure or delay by any Party to exercise any right under the Agreement shall not operate as a waiver and the single or partial exercise of any right by that Party shall not preclude any other or further exercise of that or any other right by that Party.

The rights of a Party under the Agreement are cumulative and not exclusive of any rights provided by Law.

Any provision of the Agreement which is invalid in any jurisdiction shall be invalid in that jurisdiction to that extent, without invalidating or affecting the remaining provisions of the Agreement or the validity of that provision in any other jurisdiction.

The Agreement shall be governed by laws of Queensland; Australia and the parties submit to the non-exclusive jurisdiction of the courts of Queensland and the Commonwealth of Australia siting in Queensland.

The Customer shall not transfer any right or liability under the Agreement without the prior written consent of the Company, except where the Agreement provides otherwise.

The Company may without notice transfer any right or liability under the Agreement. In the event that the Company seeks to assign or novate the Agreement to a third party that the Customer determines (acting reasonably) is a competitor of the Customer, the Customer may immediately terminate this Agreement by providing written notice to the Company.

Where required by the Company to effect the transfer of any such rights or liabilities, the Customer shall sign and enter into an agreement on substantially similar terms and conditions to the Agreement with the Party to which the Company transfers its rights and liabilities.

Any notice to or by a Party under the Agreement shall be in writing and signed by the sender or any lawyer acting for that Party or, if a corporate Party, an authorised officer of the sender, including any director, secretary or person notified in that capacity by that corporate Party, or under the seal of or any power of attorney conferred by the sender.

Any notice may be served by delivery in person or by post, e-mail or transmission by facsimile to the address, e-mail address or number of the recipient and shall be effective for the purposes of the Agreement if delivered in person upon delivery to the recipient, if sent electronically by email when confirmation is received from the relevant internet service provider that the transmission was successfully delivered on the day of transmission, or where transmitted by facsimile, production to the sender of a facsimile transmittal confirmation report.

The Customer agrees that it will not solicit or offer employment to any employee of the Company, whether directly or indirectly, during their employment with the Company or within 1 year of termination of their employment, except with the written approval of the Company in each case. In the event that an employee of the Company becomes employed by the Customer within the prescribed 1 year period, a recruitment fee of 50% of that employee's wage at the time of their exit from the Company will be payable from the Customer to the Company.

You acknowledge that You have carefully read, fully understood and agreed to be bound by all the provisions of this Agreement.

The Company will not be liable for any loss and/or damages suffered whatsoever, whether directly and/or indirectly, from Your failure to obtain independent legal advice in relation to this Agreement.

Subject to general fluctuations in the number of devices supported, the Company reserves the right to vary this Agreement and/or the Charges if the number of supported users increases or decreases significantly, and/or the Customer Environment changes materially. The Company will advise the Customer in writing if it wishes to vary this Agreement beyond the typical device count fluctuations.

For the avoidance of doubt, a breach of any of the provisions in this clause shall be a material breach of the Agreement.

The Company will provide its Services at the applicable fees at which the Service or Additional Services took place without guarantee of success to recover a failed, supported device under the Agreement if:

The Company may determine at any time that recovery is not possible and that no further Services will be provided under the Agreement.

Whilst the Company's monitoring systems are always running on the Customer Environment, and alerts will be raised at the time that they are detected by the monitor, the Company will only actively review alerts during regular Business Hours. Alerts generated outside of Business Hours are reviewed at the beginning of the next Business Day.

The remote management software will be installed onto all of the Customer's Endpoint and Server systems that are managed under this Agreement. This software facilitates the automated management and reporting tasks that are at the core of this Agreement as well as enabling the Company consultants to provide remote support to the Customer.

Only patches that are able to be automatically deployed via the Company's management tools will be included in the Automated Patching and Maintenance processes. Any patches that require manual installation and/or intervention will be charged as per the Charges at the time that the Service took place.

The Customer acknowledges that the Company is reliant on third party vendors in relation to the currency of automated patching and related security tools and that such tools are deployed on a pass-through, best efforts basis only. The Customer expressly acknowledges that automated patching does not protect systems including the Customer Environment from zero day exploits.

The Customer agrees to provide a weekly Maintenance Window in which the Company and any automated process are able to install patches and perform maintenance and scanning tasks. Systems may be rebooted without notice during this weekly Maintenance Window.

By entering into this Agreement the Customer declares that it understands and agrees that to facilitate the Service to the Customer, the Company will have full and unlimited access to all data on the Customer Environment.

Data shall only be accessed in the provision of Services to the Customer and shall be treated as confidential as per the terms of this Agreement.

To facilitate the remote management and support of the Customer Environment, the Customer declares that it understands and agrees that the Company may access any system without requiring approval or initiation from the End User.

For reporting and management purposes, information may be gathered about the Customer Environment including hardware information, and installed software. The Company certifies that this functionality will only be used in the provision Services to the Customer.

Each party must comply with the Privacy Act 1988 (Cth) and other applicable privacy and data-protection Laws to the extent they apply to that party.

The Customer warrants that it has provided all notices and obtained all authorities and consents required to permit the Company and its approved Personnel and suppliers to access, use, process and disclose Customer Data for the purposes of providing the Services.

The Company may access, use, process and disclose Customer Data only:

The Company may engage Personnel and third-party service providers to process Customer Data where reasonably necessary to provide the Services. The Company will take reasonable steps to require those persons to protect the confidentiality and security of Customer Data.

Each party must:

Unless required by Law or expressly included in the Services, the Customer remains responsible for determining whether a Cyber Breach requires notification to an insurer, affected individual or Authority.

The Company does not acquire ownership of Customer Data.

Prior to the commencement of this Agreement the Company will conduct an on-boarding process to prepare the Customer to enter into this Agreement. Tasks including, but not limited to, attaching asset labels to all End Points and Servers, ensuring that all End Points and Servers have the software required to provide the Service to the Customer and completing all required information gathering and documentation processes will be performed. The Charges associated with the on-boarding process will be waived and will not be charged to the Customer, unless the Agreement is terminated early by either party under clause 26 or by the Company under clause 10.10 or 25, in which case the Early Termination Fee will be payable in accordance with clause 26 (which takes into account the costs associated with on-boarding).

During this process the Company may identify additional End Points and Server systems requiring management that do not appear on the Assets Under Management list (as specified by the Company from time to time) or identify systems that do not meet the minimum standards required by this Agreement (the minimum requirements for this are outlined in the Fixed Price Support Conditions). In this situation, the Company will inform the Customer of any changes and update the Agreement to reflect these changes as required.

Prior to the finalisation of this Agreement The Company will conduct an off-boarding process to prepare the Customer for the Company to no longer provide the Services to the Customer. Tasks such as removing asset labels, uninstalling management software, preparing documentation and password lists for the Customer and handover duties as applicable will be performed. The time taken to conduct this off-boarding process will be charged at the Company's standard rates at the time that the Service took place. The Company will raise an invoice for the estimated fees to complete this job and will require full upfront payment of this, and all unpaid invoices to be made before off-boarding is to occur.

The Company agrees to make any Customer Data held by the Company (if any) available to the Customer for a period of 60 days after termination or expiry of this Agreement (Off-boarding Period). After the Off-boarding Period, the Customer agrees and acknowledges that the Company may (subject to any Laws) permanently and irretrievably delete all Customer Data in accordance with The Company's usual practices, including wiping or disposing of storage devices.

Unless otherwise agreed in writing, all hosted services, backup services or other services relating to the management, storage or backup of Customer Data will cease after the Offboarding Period. The Company may (at its discretion) provide limited continuation services beyond the Offboarding period provided the Customer pays the Company's fees and any third-party costs upfront in full. The Customer remains responsible for ensuring Customer Data is properly offboarded before the end of the Offboarding Period.

Upon termination or expiry of the Agreement, the Customer must notify all third parties that the Company is no longer providing Services to the Customer and that all correspondence should be re-directed to the Customer. In the event that the Company receives correspondence from any third party regarding the Customer post termination or expiry of the Agreement, the Customer acknowledges that the Company has no obligation to notify the Customer.

The Customer agrees that any hardware failures are the responsibility of the manufacturer and the Company can and will provide assistance with rectifying these issues but at no time will the Company be liable for repair, replacement or any losses suffered by the Customer through their unavailability or replacement or repair costs.

With the exception of faulty media upon delivery, Software is not covered by any warranty or guarantee. It is the responsibility of the Customer to assess the suitability of any software for their Customer Environment. Any time spent by the Company in maintaining, troubleshooting, or fixing a problem determined to be caused by a software error may be charged at the Company's standard rates at the time that the Service was carried out.

The Customer accepts any Liability caused by software changes due to updates of software, either automatic or manual. Any time spent by the Company in maintaining, troubleshooting, or fixing a problem determined to be caused by a software error may be charged at the Company's standard rates at the time that the Service was carried out.

Where the Company is to supply the Customer with goods (inclusive of both Hardware and Software), an invoice shall be raised upon the placement of the order and is payable within fourteen (14) days of the invoice date. Should this amount equal or exceed the value of $10,000 inc. GST, then a 30% deposit of the amount payable by the Customer to the Company prior to any order being placed and the balance of order is to be paid in full prior to the delivery of the goods to the Customer.

Should the Customer add to the number of End Points or Servers managed under this Agreement, this change will be automatically reflected in the next invoice. Subject to maintaining a minimum number of End Points or Servers as specified in Schedule B, should the Customer wish to decrease the number of End Points or Servers managed under this Agreement the Company must be notified in writing with 30 days' notice.

Should the Customer have Software as a Service ((SaaS) application included under this Agreement, such as Cloud based Anti-Virus or Anti-Spam software), the number of licences may fluctuate on a month-by-month basis without notification to the Customer. The numbers of licences billed for each SaaS is calculated automatically through the licensing portal of each product. The Customer will be provided with a list of billed licences upon request.

The number of End Points managed under the Agreement cannot be fewer than the smallest band listed for End Points as outlined in Schedule B and a reduction below this will result in the minimum band being billed in the Agreement.

A party claiming that a dispute has arisen out of or in connection with this Agreement must as soon as reasonably practicable give notice to the other party specifying the nature of the dispute and the parties will submit themselves to the dispute resolution procedure set out in this clause 53.

When a dispute arises between the parties in relation to this Agreement, then the parties will attempt to resolve the dispute between themselves in good faith, and each party will do anything (including executing any document) reasonably required to give effect to the agreed resolution of the dispute. If a dispute is not resolved within thirty (30) days of a party notifying the other party of a dispute, either party may issue court proceedings.

Clauses 55 to 63 (this Part) apply to every engagement between the Company and the Customer, including managed services, projects, audits, assessments, reviews, consulting and ad hoc support, whether or not the Customer has a managed service agreement with the Company.

Capitalised terms used in this Part have the meanings given to them in clause 1, unless this Part defines them.

If there is any inconsistency between this Part and any other part of these Terms, a Quote or an MSA, this Part prevails to the extent of the inconsistency, unless the other document expressly identifies the clause of this Part it replaces and states that it is intended to prevail.

The Customer may accept these Terms and, where clause 62 applies, the standard terms of the Managed Service Bundle Agreement by signing electronically on the Company's onboarding page. That electronic signature has the same effect as a handwritten signature, consistent with clause 54.

The person who signs warrants that they are authorised to sign for, and bind, the Customer.

The Company keeps a record of each acceptance, including the signer's name, position and email address, their signature, the date and time of signing, the IP address and device information used, and the title, version and digital fingerprint of each document accepted. The Customer agrees that this record is evidence of what was accepted, by whom and when. A copy of the accepted documents is emailed to the signer at the time of signing.

The acceptance applies to all Goods and Services supplied from the date of signing, and to every later Quote, order and engagement, unless a later document signed by both parties says otherwise.

Audits, assessments, gap analyses, security reviews, vulnerability scans, penetration tests, health checks, reports and recommendations (Point-in-time Services) reflect only the Customer Environment and the information made available to the Company at the time the work was performed. The Customer Environment and the threats to it change after that time, and the Company is not responsible for those changes.

Unless the Customer has a current managed service agreement with the Company that expressly includes ongoing monitoring or remediation of the matters covered, Point-in-time Services do not include any obligation to monitor, maintain, update, remediate, re-test or advise after the deliverable is provided.

Point-in-time Services are not a certification, guarantee or warranty that the Customer Environment is secure, compliant or free of vulnerabilities, unless the Quote expressly says so. Decisions about whether, when and how to act on findings and recommendations are the Customer's.

Subject to clauses 22 and 23, the Company's total liability arising out of or in connection with a Point-in-time Service is limited to the Charges paid for that Point-in-time Service.

An engagement, or the relevant part of it, ends on the earliest of the following (the End Date):

Unless the relevant systems, users, devices, licences or services are included in a current managed service agreement with the Company, the Company is responsible only for the specific work the Customer asks it to do, or that is set out in the Quote. This applies to Services supplied on an ad hoc or time and materials basis, to projects and Point-in-time Services, and to anything a managed service customer has not added to its managed service agreement.

Supplying Goods, hardware, software, licences, subscriptions or other Third Party Products, or providing support for them, does not make the Company responsible for managing, monitoring, maintaining, updating, patching, backing up or securing them, or any part of the Customer Environment, unless they are included in a managed service agreement in writing. Until then, that responsibility remains with the Customer.

From the End Date, the Customer is solely responsible for the security of the Customer Environment. This includes removing the Company's software, accounts and access, and changing or revoking every credential that the Company, its personnel or its tools used, held or knew. The Customer may do this itself, through its new provider, or by engaging the Company to help as part of offboarding under clause 48.3.

The Customer's responsibilities under clause 59.1 include, without limitation:

The Company will use reasonable efforts to remove the software and access it knows it holds when asked to during offboarding. However, some software, accounts, access, credentials or configuration may be outside the Company's knowledge or control, may have been created or changed by the Customer or others, or may need the Customer's own administrator rights to remove. The Company does not warrant that all of its software, access or credentials have been removed or changed, and the Customer must check and complete each step in clause 59.2 itself or through its new provider.

Credentials, documentation and password lists the Company hands over are provided on the basis that the Customer will change them promptly. From the time they are handed over, the Customer is responsible for them.

Where the Company still holds access after the End Date, the Company may, but does not have to, remove its own software and access at any time, and is not liable for any disruption that results. If the Customer asks in writing before the End Date or during the Offboarding Period, the Company will provide a list of the software and access it is aware it still holds, and will remove the access it is still able to remove, at its standard rates.

The Company will not knowingly use any access it still holds after the End Date, except to remove that access, to comply with Law, or at the Customer's written request.

From the End Date, the Company has no obligation to monitor, patch, back up, secure, renew, respond to alerts or tickets for, or otherwise support the Customer Environment, unless the parties agree new Services in writing.

Any Company software, agent, account, application, licence, access or credential that remains in, or has not been removed from or changed in, the Customer Environment after the End Date remains there at the Customer's direction and risk.

To the fullest extent permitted by Law, the Company is not liable for any Claim or Liability arising out of or in connection with:

The Customer indemnifies the Company against any Claim made by a third party against the Company, to the extent the Claim arises from the Customer's failure to comply with clause 59.

Help the Company gives during offboarding, a handover or the close of a project is a Service performed on the Customer's instructions. It does not make the Company responsible for the security of the Customer Environment, or for completing clause 59, after the End Date.

For a project or Point-in-time Service, the Customer must raise any issue, defect, concern or Claim about the work, the deliverable, or the findings and recommendations in writing, with reasonable details, before the End Date of that engagement. Before the engagement is closed, the Company will give the Customer the final deliverable and a reasonable opportunity to raise any issue. If the Customer does not raise an issue before the End Date, the Customer accepts the work as complete and, to the extent permitted by Law, releases the Company from any Claim about it. This applies whether or not the Customer was aware of the issue by the End Date.

For all other Services, to the extent permitted by Law, the Customer must give the Company written notice of any issue or Claim, with reasonable details, within 1 month after the issue or the facts giving rise to the Claim first arise, and in any case no later than 30 days after the End Date. These time limits apply whether or not the Customer was aware of the issue or those facts within that time. If notice is not given within that time, the Company is released from that Claim to the extent permitted by Law.

Despite clause 61.2, any issue or Claim about offboarding, a handover, or the removal or change of the Company's software, accounts, access or credentials must be raised in writing before the End Date or, except for a project or Point-in-time Service, no later than 30 days after it, whether or not the Customer was aware of the issue by then. For a project or Point-in-time Service, any such issue must be raised before the End Date, as part of clause 61.1. To the extent permitted by Law, the Company is released from any such issue or Claim not raised within that time.

Nothing in this Part excludes, restricts or modifies any right or remedy that cannot lawfully be excluded, restricted or modified, including under the Australian Consumer Law.

The Managed Service Bundle Agreement applies only where the Customer has a managed service agreement with the Company. Where it applies, the commercial details (including the bundle, quantities, pricing and term) are those set out in the Customer's signed managed service agreement or accepted Quote, and the standard terms of the Managed Service Bundle Agreement apply in the version accepted by the Customer.

Where the Customer does not have a managed service agreement with the Company, the Managed Service Bundle Agreement does not apply, and only these Terms apply.

Unless otherwise agreed in writing, a managed service agreement has an initial term of 3 months and then continues month to month, with no long-term lock-in. Either party may end it by giving the other at least 60 days' written notice. Notice may be given at any time, but the agreement does not end before the initial term has finished, and no exit fee applies when it is ended this way. Where the Company has arranged pricing for the Customer that depends on a fixed vendor commitment (for example, Microsoft 365 on an annual commitment to obtain Microsoft's annual pricing for 12 months), the affected products run, and are payable, to the end of that commitment (a Vendor Committed Term), as set out in Part 5 of the Managed Service Bundle Agreement.

The Customer is responsible for its own cyber security risk, including the confidentiality, integrity and availability of its data and systems, and for its decisions about how that risk is managed. Engaging the Company does not transfer that responsibility to the Company.

This reflects guidance from the Australian Signals Directorate that a customer of a service provider "will always have some responsibilities" and "can't outsource risk" (You can't outsource risk: Advice for using cloud services, and Cloud shared responsibility model: Executive guidance, 20 October 2025, cyber.gov.au), and that the board or executive of an organisation is accountable for its cyber security (Information Security Manual, cyber security principle GOV-01).

The Company is responsible for performing the Services it has agreed to provide, in accordance with the Agreement. Responsibility for everything else in the Customer Environment remains with the Customer, unless the parties agree otherwise in writing.