Terms of Service

1. Definitions

In these Terms:

• Client means the person or organisation engaging us.
• Services means the services we provide: AI Implementation, Cybersecurity, and Managed IT, plus any related professional services described in an Order Form, Proposal, or Statement of Work.
• Engagement Documents means any Proposal, Statement of Work (SoW), Order Form, change order, or written variation that references these Terms.
• Deliverables means the outputs we agree to provide (for example: reports, documentation, configurations, code, recommendations).
• Confidential Information means non-public information disclosed by one party to the other in connection with the Services.

2. Engagement documents and precedence

Each engagement is governed by these Terms plus the Engagement Documents.

If there is an inconsistency, the following order applies (highest to lowest):

1. signed Order Form (if any)
2. Statement of Work / Proposal
3. these Terms

3. Services

3.1 AI Implementation

We may provide services such as discovery, solution design, integration, automation, agent/workflow implementation, and training, as described in the Engagement Documents.

3.2 Cybersecurity

We may provide services such as security assessments, vulnerability management, hardening, incident response support, policy guidance, and security awareness, as described in the Engagement Documents.

3.3 Managed IT

We may provide services such as monitoring, patching, endpoint/user support, identity and access administration, backups guidance, and infrastructure management, as described in the Engagement Documents.

3.4 Exclusions

Unless expressly included in the Engagement Documents, we do not provide:

• 24/7 security operations centre (SOC) services
• guarantees of uninterrupted operation or 100% uptime
• legal advice or compliance certification

4. Client obligations

The Client must:

• provide timely access to systems, accounts, sites, and personnel as reasonably required
• ensure it has appropriate licences/rights for any software and data we must access
• maintain appropriate backups and recovery procedures (we may assist, but responsibility remains with the Client)
• promptly inform us of security incidents or suspected compromises
• follow reasonable security requirements for the engagement (including MFA where practicable)

5. Change requests and variations

Changes to scope, deliverables, assumptions, or timelines must be agreed in writing (including email) before we proceed. Additional work may be billed at the agreed rates or quoted as a variation.

6. Fees, invoicing, GST, and payment

• Fees and billing frequency are set out in the Engagement Documents.
• Unless stated otherwise, invoices are due within 30 days of invoice date.
• Fees are in AUD and exclude GST unless stated otherwise.
• We may suspend Services if an invoice is overdue by 14 days. Suspension may include pausing work and/or withholding Deliverables until accounts are brought up to date.
• The Client is responsible for third-party costs (for example: cloud subscriptions, software licences, telecommunications) unless expressly included.

7. Intellectual property

7.1 Background IP

Each party retains ownership of its pre-existing intellectual property and know-how.

7.2 Deliverables

Unless the Engagement Documents state otherwise, upon full payment we grant the Client a non-exclusive licence to use the Deliverables for its internal business purposes. We may reuse general know-how, methods, and non-client-specific learnings.

7.3 Third-party materials

Deliverables may incorporate third-party software or materials subject to third-party licence terms. The Client is responsible for complying with those terms.

8. Confidentiality

Each party must keep the other party's Confidential Information confidential and use it only for the purposes of the engagement. This obligation does not apply to information that is public through no fault of the recipient, independently developed, or required to be disclosed by law.

9. Warranties and Australian Consumer Law

We will provide Services with due care and skill.

Nothing in these Terms excludes, restricts, or modifies consumer guarantees or other rights that cannot be excluded under the Australian Consumer Law.

10. Limitation of liability

To the extent permitted by law:

• we are not liable for indirect, consequential, incidental, special, or punitive loss (including loss of profit, revenue, goodwill, or anticipated savings)
• our total aggregate liability arising out of or in connection with an engagement is limited to the fees paid (or payable) to us for that engagement in the 3 months preceding the event giving rise to the claim, unless the Engagement Documents specify a different cap

This section does not apply to liability that cannot be limited under law.

11. Indemnities

The Client indemnifies us against claims arising from:

• Client-provided materials or instructions that infringe third-party rights
• the Client's misuse of Deliverables or failure to implement recommendations
• unauthorised access caused by Client credential management failures

12. Termination

Either party may terminate an engagement:

• for material breach not remedied within a reasonable period after written notice; or
• for convenience if the Engagement Documents allow it.

On termination, the Client must pay for Services performed up to the termination date and any unavoidable committed costs approved under the engagement.

13. Dispute resolution

Before commencing court proceedings (except for urgent injunctive relief), the parties will attempt in good faith to resolve disputes through senior-level discussion.

14. Governing law

These Terms are governed by the laws of Queensland, Australia, and the parties submit to the exclusive jurisdiction of the courts of Queensland.

15. Contact

For questions about these Terms, please contact us via the website contact form at /contact.