Document Control

1. About these Terms

These Terms of Service govern the provision of products and services by IT Support 247 Pty Ltd (ABN 67 631 604 478), trading as IT Support 247 Technology, of 96 Polly Parade, Tarneit, Victoria 3029, Australia.

In these Terms, IT Support 247 Technology, we, us or our means IT Support 247 Pty Ltd. Customer, you or your means the individual, organisation or entity purchasing, accessing or using our Services. Authorised User means your employee, contractor, representative or other person authorised to access or use the Services.

Agreement means these Terms together with any applicable Proposal, Order Form, Statement of Work, Service Schedule, Service Level Agreement, Acceptable Use Policy and other document expressly incorporated into the Agreement. Business Day means a day other than a Saturday, Sunday or public holiday in Victoria, Australia. Business Hours means 9:00 am to 5:00 pm on Business Days in Melbourne, Victoria, unless otherwise stated in an applicable Service Schedule.

Customer Data means information, data, records, files, content, credentials, configurations or materials supplied by or on behalf of the Customer or accessed, stored, transmitted or processed while providing the Services. Equipment means hardware, devices, network equipment, telephone equipment, software appliances or other products supplied, installed or supported by us. Fees means the charges payable for Services, Equipment, licences, subscriptions, usage, projects, professional services and third-party services.

By signing a Proposal, submitting an Order Form, approving a Statement of Work, paying an invoice, creating an account, accessing a portal, asking us to commence work or otherwise using the Services, you agree to be bound by the Agreement.

2. Order of Precedence

If there is an inconsistency between documents forming the Agreement, the following order of precedence applies unless expressly agreed otherwise: an executed Statement of Work or Order Form; an applicable Service Schedule; an applicable Service Level Agreement; an accepted Proposal; these Terms of Service; our Acceptable Use Policy; and other documents incorporated by reference.

A document only overrides these Terms to the extent it clearly identifies the provision being varied.

3. Our Services

We provide information technology and related services which may include managed IT support; remote and onsite technical support; 24-hour helpdesk and after-hours support; cybersecurity monitoring and advisory services; endpoint, server and network monitoring; patching and vulnerability management; Microsoft 365 implementation and administration; cloud infrastructure and cloud migration; identity and access management; Voice over Internet Protocol and telephony services; internet and telecommunications coordination; website design, development and maintenance; web hosting, domain and DNS administration; network design, installation and maintenance; backup, restoration and disaster recovery; hardware and software procurement; licensing and subscription management; security assessments and compliance consulting; and project and professional services.

The exact scope of the Services is determined by the applicable Agreement documents. Unless expressly included, the Services do not include unlimited project work, major upgrades, remediation of pre-existing faults, support for unsupported systems, custom software development, data reconstruction, forensic investigations, legal advice, penetration testing or onsite attendance.

4. Proposals, Quotations and Orders

A quotation or Proposal is valid for the period stated in that document. If no validity period is stated, it is valid for 30 days from its issue date.

Prices and availability may change where a third-party supplier changes its prices; currency exchange rates materially change; taxes, duties or regulatory charges change; product availability changes; the scope or assumptions change; additional work is required; or circumstances outside our reasonable control affect delivery.

An order is not binding on us until we accept it or begin supplying the relevant Services. We may require a deposit, upfront payment, credit assessment or signed direct debit authority before commencing work or procuring products.

5. Customer Responsibilities

You must provide accurate, complete and timely information; nominate appropriate authorised contacts and decision-makers; provide reasonable access to personnel, premises, systems, devices, accounts and information required to deliver the Services; maintain all licences, approvals, consents and authorisations required for your operations; ensure your personnel comply with the Agreement; use the Services lawfully and responsibly; follow reasonable technical, cybersecurity and operational recommendations; maintain appropriate insurance, business continuity arrangements and internal governance; promptly notify us of security incidents, suspected unauthorised access, material changes or faults; maintain supported hardware and software; ensure data supplied to us is accurate, lawful and appropriately backed up; designate personnel authorised to approve changes, costs, access and service requests; and cooperate with incident response, restoration and troubleshooting.

You are responsible for decisions made by your authorised representatives. We may rely on instructions that reasonably appear to come from an authorised representative, but may require additional identity verification or written approval before performing a security-sensitive, destructive, high-risk or chargeable action.

6. Access to Customer Systems

You authorise us and our approved personnel and service providers to access your systems, applications, devices, networks, cloud platforms, accounts and premises to the extent reasonably necessary to provide the Services.

Access may be performed through remote monitoring and management tools, remote support software, privileged administration accounts, virtual private networks, cloud administration portals, endpoint management systems, security monitoring platforms, backup software, scripts, automation tools and other approved technologies.

You acknowledge that remote support and managed services may require installation of software agents, security tools, certificates or configuration profiles. We will apply reasonable administrative and technical safeguards to privileged access. You must promptly notify us when an Authorised User no longer requires access or when a person authorised to instruct us leaves your organisation.

7. Service Desk and Support Requests

Support requests must be submitted through an approved support channel, which may include the customer support portal, an approved support email address, the helpdesk telephone number, an automated alerting platform or another channel specified in the Service Schedule. Requests made through personal messages, social media or directly to individual staff may not be monitored or treated as valid support requests.

We may classify and prioritise requests according to impact, urgency and the applicable service level. The Customer must provide sufficient information to enable diagnosis, including affected users and locations, error messages, screenshots, affected systems, business impact, relevant changes and current contact details.

Response times are targets for acknowledging or commencing investigation and are not guarantees that an issue will be fully resolved within the response period. Resolution may depend on Customer cooperation, third-party suppliers, replacement equipment, vendor support, carriers, internet availability, licensing, backups or circumstances outside our control.

8. After-Hours and Emergency Support

After-hours support is only included where expressly stated in the applicable Service Schedule. After-hours, urgent or emergency support may attract additional charges.

We may determine whether a request is genuinely urgent based on the number of affected users, operational or safety impact, whether a critical service is unavailable, availability of a workaround, whether the incident results from an excluded service or unsupported system and the applicable service priority definition. A failure affecting a single non-critical user will not ordinarily be treated as a critical incident.

9. Service Levels

Any service levels apply only where included in an executed Service Level Agreement or Service Schedule.

Service levels may exclude delays or failures caused by planned or emergency maintenance, Customer action or inaction, inaccurate or incomplete information, failure to provide access, unsupported systems or equipment, third-party services, internet or carrier failures, power outages, cyberattacks, force majeure events, unauthorised changes, insufficient Customer capacity or licensing, faults outside the managed environment or actions reasonably required to protect security or service integrity.

Service credits, where expressly provided, are the Customer’s sole contractual remedy for failure to achieve a service level, subject to rights that cannot lawfully be excluded.

10. Changes to Scope

A change to the Services may be required where the Customer requests additional work; assumptions relied upon in the Proposal are incorrect; previously undisclosed systems, dependencies or issues are identified; third-party requirements change; new compliance requirements arise; the Customer environment materially changes; or additional security, remediation or project work is required.

We may issue a variation, revised Proposal or change request describing the scope, Fees and timing. We are not required to perform out-of-scope work unless the variation is approved. Where urgent work is reasonably required to protect systems, restore services or respond to an incident, we may perform reasonable work and charge applicable rates where obtaining prior approval is impractical.

11. Fees and Charges

You must pay the Fees specified in the Agreement. Fees may include recurring managed service charges, per-user or per-device charges, licence and subscription charges, project charges, hourly professional service charges, travel and onsite charges, after-hours charges, telecommunications usage charges, cloud consumption charges, hardware and equipment charges, freight and delivery costs, vendor support charges, domain, certificate and hosting charges, taxes and government charges.

Unless stated otherwise, Fees are in Australian dollars, exclude GST, and recurring Fees are payable in advance. Work is charged in minimum billing increments specified in the applicable Proposal or rate schedule. Travel time and reasonable expenses may be chargeable, and third-party products may require advance payment.

12. GST

Unless expressly stated otherwise, Fees exclude goods and services tax. If GST is payable on a taxable supply, you must pay the GST amount in addition to the Fees, subject to receipt of a valid tax invoice.

13. Invoicing and Payment

Invoices must be paid by the due date specified on the invoice. If no due date is specified, payment is due within 14 days of the invoice date.

You must notify us of a genuine invoice dispute before the invoice due date and provide sufficient detail to investigate it. You must pay all undisputed amounts by the due date. We may require payment by direct debit, credit card or another approved recurring payment method.

You are responsible for bank fees, merchant charges, dishonour fees and reasonable debt recovery costs resulting from failed or overdue payments, to the extent permitted by law.

14. Overdue Accounts

Where an amount is overdue, we may issue payment reminders; charge interest at the rate stated in the Proposal or, if no rate is stated, at the Reserve Bank of Australia cash rate plus 4% per annum; suspend non-critical Services; suspend access to customer portals; suspend procurement or project work; withhold delivery of products not yet paid for; require payment in advance; refer the debt for recovery; or terminate affected Services.

Before suspending a critical managed service, we will ordinarily provide reasonable written notice, unless immediate suspension is reasonably required due to fraud, security risk, unlawful conduct, insolvency or repeated non-payment. Suspension does not remove your obligation to pay Fees incurred before or during suspension.

15. Recurring Services and Minimum Terms

Recurring Services may be subject to a minimum contract term, an initial implementation period, automatic monthly or annual renewal, minimum user, device, licence or service quantities, third-party licence commitments or early termination charges.

The applicable minimum term will be stated in the Proposal, Order Form or Service Schedule. After the minimum term, recurring Services continue on a month-to-month basis unless the Agreement states otherwise. You must provide at least 30 days’ written notice to terminate a month-to-month Service, unless another notice period is stated.

16. Price Reviews

We may review recurring Fees annually; when a minimum term expires; when scope or the managed environment changes; when third-party suppliers increase charges; when exchange rates, taxes or regulatory charges change; when user, device, storage, usage or licence quantities change; or where previously supplied information was materially inaccurate.

We will provide reasonable notice of a discretionary price increase. Third-party price changes may take effect from the date imposed by the supplier.

17. Hardware, Equipment and Products

Title to Equipment supplied by us does not pass to you until all related amounts have been paid in full. Risk in Equipment passes to you on delivery.

You must inspect Equipment promptly and notify us of visible damage, shortages or incorrect items within five Business Days. Manufacturer warranties apply according to the relevant manufacturer’s terms. We may assist with warranty claims but are not responsible for a manufacturer’s delay, decision, replacement process or warranty exclusions.

Special-order, configured, customised, licensed or opened products may not be returnable unless required by law or agreed in writing.

18. Software and Licensing

Software and cloud products are licensed, not sold. Your use of third-party software is subject to the relevant vendor’s licence terms.

You must use software only within the permitted licence scope, maintain sufficient licence quantities, prevent unauthorised copying or sharing, comply with vendor restrictions, not bypass technical controls and not use unlicensed software. We may act as a reseller or billing intermediary. Unless otherwise stated, the third-party vendor remains responsible for the operation and functionality of its product.

Licence commitments may be non-refundable and non-cancellable during the relevant subscription term.

19. Microsoft 365 and Cloud Services

Where we administer Microsoft 365, Azure or another cloud platform, you acknowledge that the cloud service is provided by the relevant third party; the third party’s terms, privacy practices and service availability apply; subscription, storage and consumption charges may vary; certain changes may affect users, integrations and data; global administrator access may be required; service outages may be outside our control; backups may not be included unless separately purchased; data location depends on the selected product and configuration; and the Customer remains responsible for lawful use, information classification, retention and regulatory requirements.

We are not responsible for loss caused by Customer deletion, unauthorised configuration changes, insufficient licensing, unsupported integrations or failure to purchase suitable backup services.

20. Telephony and VoIP Services

Telephony and Voice over Internet Protocol Services may depend on internet connectivity, electrical power, network configuration, compatible hardware, carrier availability, number porting, geographic service availability and third-party telecommunications providers.

VoIP Services may not operate during a power outage, internet outage, equipment failure or network disruption unless appropriate redundancy has been implemented. You must not rely exclusively on VoIP Services for emergency communications where uninterrupted access is necessary.

Emergency call location information may depend on the service configuration and registered service address. You are responsible for ensuring that relevant address and user information is current. Number porting timeframes are controlled by carriers and cannot be guaranteed. We may suspend or restrict telephony use where fraud, unusual usage, abuse, non-payment or security risk is detected.

21. Website Design and Development

For website design or development Services, scope is determined by the Proposal or Statement of Work. You must provide content, branding, approvals and access within agreed timeframes. Delays in providing content or approvals may delay delivery, and additional revisions or features may be chargeable.

Third-party themes, plugins, fonts, images and services may have separate licence terms. Search engine rankings, website traffic, sales or business outcomes are not guaranteed. Accessibility, regulatory and industry-specific requirements must be expressly included in scope. Browser or device compatibility applies only to versions reasonably current at the time of delivery.

A website is considered accepted when you approve it in writing, it is placed into production at your request, it is publicly launched, or five Business Days pass after delivery for acceptance testing without written notice of a material defect.

22. Website Hosting and Domain Services

Hosting and domain Services may be supplied by third parties. You are responsible for keeping registrant details current, renewing domains and certificates where not included in our Services, ensuring website content is lawful, maintaining content rights and permissions, notifying us of expected traffic increases, complying with hosting resource limits and maintaining legally required notices, policies or disclosures.

We do not guarantee uninterrupted hosting availability. We may suspend a website or hosting account where reasonably necessary to address malware, abuse, unlawful content, excessive resource use, non-payment or risk to other customers. Domain names remain subject to registry and registrar policies. Failure to renew a domain may result in suspension, redemption charges or permanent loss of the domain.

23. Backup and Recovery Services

Backup Services are provided according to the applicable Service Schedule. Backups are intended to reduce risk but do not eliminate the possibility of data loss. Backup success depends on functioning systems, agents, storage, connectivity and credentials. Retention is limited to the purchased plan. Restoration time depends on data volume, connectivity, infrastructure and incident conditions. Archival retention and disaster recovery testing are not included unless specified.

We may require written authorisation before restoring data where restoration could overwrite current information or affect production systems. You are responsible for verifying that the selected backup scope, frequency, retention, recovery point objective and recovery time objective meet your business and regulatory needs.

24. Cybersecurity Services

Cybersecurity Services may include monitoring, endpoint protection, security configuration, vulnerability scanning, awareness training, incident support and advisory services. Cybersecurity risk cannot be completely eliminated and no system, control, product or service can guarantee prevention of every attack, compromise, outage or loss.

Cybersecurity effectiveness depends on appropriate governance, Customer cooperation, timely remediation, supported systems, current licensing, identity security, staff awareness, network design, backup arrangements, third-party security and accurate asset information.

Where we identify a vulnerability, risk or recommended action, you remain responsible for deciding whether to accept, mitigate, transfer or avoid that risk unless remediation is expressly included in scope. We may isolate devices, disable accounts, block traffic or take other proportionate protective action where reasonably necessary to contain an active threat.

25. Security Incidents

You must immediately notify us of suspected unauthorised access, credential compromise, ransomware, malware, phishing, lost or stolen devices, abnormal system behaviour, suspected data leakage, business email compromise or any other suspected cybersecurity incident affecting the Services.

Incident response, digital forensics, legal support, notification management, public relations, restoration and remediation are not included unless expressly stated. We may preserve logs, isolate systems, reset credentials, restrict access and engage specialist providers where reasonably necessary.

You are responsible for notifying regulators, insurers, affected individuals and other parties unless we have expressly agreed to manage those activities.

26. Privacy and Customer Data

Our handling of Personal Information is governed by our Privacy Policy. You retain ownership of Customer Data.

You grant us a non-exclusive right to access, use, host, copy, transmit, modify and process Customer Data only as reasonably necessary to provide the Services, comply with authorised instructions, maintain security, troubleshoot faults, meet legal obligations and exercise our rights under the Agreement.

You warrant that you have the right to provide Customer Data to us, your instructions comply with applicable law, required privacy notices have been provided, required consents and authorisations have been obtained and our authorised processing will not infringe third-party rights.

We may use aggregated or de-identified operational information for security analysis, service management, capacity planning and service improvement, provided it does not reasonably identify the Customer or an individual.

27. Confidentiality

Each party must protect the other party’s Confidential Information and use it only for the purposes of the Agreement. Confidential Information does not include information that is publicly available other than through a breach, was lawfully known without restriction, is independently developed, is received lawfully from another source or must be disclosed by law.

A party may disclose Confidential Information to employees, contractors, professional advisers and service providers who need the information and are subject to confidentiality obligations. Where disclosure is legally required, the receiving party will, where lawful and reasonably practicable, notify the disclosing party before disclosure. These obligations continue after termination.

28. Security Responsibilities

We will maintain reasonable security measures appropriate to the nature of the Services. You remain responsible for internal policies and governance, Authorised User conduct, lawful use of systems, approval of access, data classification, retention requirements, physical security, business continuity, cyber insurance, unsupported applications, unmanaged devices, systems excluded from scope, third parties appointed directly by you and implementation of recommendations outside our contracted scope.

You must not represent that use of our Services automatically provides compliance with a particular law, standard, certification or security framework.

29. Victorian Government and Public Sector Customers

Where the Customer is a Victorian public sector body, the parties may agree additional contractual requirements relating to the Privacy and Data Protection Act 2014 (Vic), Victorian Protective Data Security Framework, Victorian Protective Data Security Standards, information classification, security risk management, personnel security, supply chain security, incident reporting, audit rights, records management, data location, subcontractors and secure disposal.

Unless expressly agreed in writing, we do not warrant that the Customer’s use of the Services alone satisfies all obligations applying to the Customer. The Customer remains responsible for identifying and communicating applicable protective security requirements before Services commence.

30. Third-Party Services and Suppliers

We may use Third-Party Services to provide the Services. Third-Party Services may be subject to separate terms, acceptable use policies, privacy policies, service levels and licence conditions. You authorise us to engage appropriate third parties and disclose information reasonably necessary to provide the Services.

We will use reasonable care when selecting material suppliers but are not responsible for a third party’s service outage, security incident, product defect, pricing change, feature change, discontinuation, licence restriction, data location, support delay or contractual decision, except to the extent caused by our breach of the Agreement or where liability cannot lawfully be excluded.

31. Subcontractors

We may use suitably qualified employees, contractors, related entities and subcontractors to deliver the Services. We remain responsible for managing subcontractors engaged directly by us in accordance with the Agreement.

Where personnel require access to sensitive environments, we may apply screening, confidentiality and access controls proportionate to the Services and agreed Customer requirements.

32. Intellectual Property

Each party retains ownership of intellectual property it owned before the Agreement or developed independently of it. We retain ownership of our methods, templates, scripts, tools, processes, documentation frameworks, configurations of general application, know-how, reusable code, service methodologies and pre-existing intellectual property.

Upon full payment, you receive a non-exclusive, non-transferable licence to use deliverables created specifically for you for your internal business purposes, unless the Statement of Work provides otherwise. Third-party intellectual property remains subject to the relevant third-party licence. You may not resell, publish, reverse engineer, copy or commercially exploit our materials except as authorised in writing.

33. Customer Materials

You grant us a licence to use Customer logos, content, trademarks and materials solely to provide the Services. You warrant that you own or have permission to use Customer materials and that their authorised use will not infringe third-party rights. You are responsible for reviewing and approving all content before publication.

34. Acceptable Use

You must not use the Services to breach any law; infringe intellectual property rights; distribute malware; conduct unauthorised surveillance; gain unauthorised access; send spam; host unlawful or defamatory content; harass or threaten others; facilitate fraud; circumvent security controls; conduct unauthorised penetration testing; overload systems; conceal unlawful activity; or interfere with another customer or service.

We may suspend access where we reasonably believe use creates legal, security, operational or reputational risk.

35. Artificial Intelligence and Automated Tools

We may use automation and artificial intelligence-enabled tools to assist with service delivery, ticket classification, documentation, threat analysis, coding, reporting or administrative processes.

We will not knowingly submit Customer Confidential Information to a publicly available artificial intelligence service for model training unless authorised by the Customer or appropriately protected by contractual and technical controls. Artificial intelligence-generated outputs may contain errors and must not be relied upon as a substitute for professional, legal, financial, medical or regulatory advice. The Customer must independently review material output before using it for a significant decision.

36. Records and Monitoring

We may maintain records relating to support tickets, administrative changes, service requests, remote sessions, system events, authentication, asset status, security alerts, calls to the helpdesk and service delivery activities.

Calls may be recorded for training, quality, security and dispute management where appropriate notice is provided. System and security logs may be retained according to the applicable Service Schedule, legal requirements and operational needs.

37. Maintenance

We may perform planned or emergency maintenance. Where reasonably practicable, we will provide advance notice of planned maintenance expected to materially affect the Services. Emergency maintenance may be performed without advance notice where required to address a security vulnerability, service failure or material operational risk.

38. Unsupported and End-of-Life Systems

We may decline to support or limit support for end-of-life operating systems, unsupported software, obsolete hardware, pirated or unlicensed software, undocumented systems, insecure configurations, equipment not meeting vendor specifications, systems modified without authorisation or technologies for which qualified support is unavailable.

If you instruct us to continue supporting an unsupported system, you accept the increased risk and acknowledge that additional Fees, exclusions or limitations may apply. We may require an unsupported system to be upgraded, replaced, isolated or removed from the managed environment.

39. Customer Changes and Third-Party Access

You must notify us before engaging another technology provider with administrative access, materially changing network or cloud configurations, installing security or management tools, relocating critical equipment, changing internet or telecommunications providers, implementing major applications or performing changes that may affect the Services.

We are not responsible for faults, delays, security incidents or rework resulting from unauthorised changes or third-party actions. Remediation of such issues may be chargeable.

40. Warranties

We warrant that we will provide the Services with reasonable care and skill. Except for rights and guarantees that cannot lawfully be excluded, we do not warrant that the Services will be uninterrupted or error-free; every issue will be resolved; all cyber incidents will be prevented; all data will be recoverable; third-party services will remain available; a project will produce a particular commercial result; a website will achieve a particular search ranking; any service will make the Customer compliant with a law or standard; or the Services will meet requirements not disclosed and agreed before commencement.

41. Australian Consumer Law

Nothing in the Agreement excludes, restricts or modifies any consumer guarantee, right or remedy under the Australian Consumer Law or other applicable law that cannot lawfully be excluded, restricted or modified.

Where the Services are not ordinarily acquired for personal, domestic or household use or consumption, and where permitted by law, our liability for failure to comply with a statutory guarantee is limited, at our option, to supplying the Services again or paying the cost of having the Services supplied again. This limitation does not apply where it would be unfair, unreasonable or unlawful.

42. Limitation of Liability

To the maximum extent permitted by law, neither party is liable to the other for indirect, incidental, special or consequential loss, or for loss of profit, revenue, goodwill, opportunity, anticipated savings or business interruption. We are not liable for loss caused by Customer action, unsupported systems, third-party services, inadequate backup selection, unlawful use or failure to follow reasonable recommendations.

Our aggregate liability arising from an event or related series of events is limited to the Fees paid or payable for the affected Services during the six months immediately before the event giving rise to the claim.

These limitations do not apply to liability that cannot lawfully be limited, fraud or wilful misconduct, death or personal injury caused by negligence, infringement of the other party’s intellectual property rights, breach of confidentiality or the Customer’s obligation to pay Fees. Each party must take reasonable steps to mitigate its loss.

43. Indemnity

To the extent permitted by law, you indemnify us against third-party claims, losses and reasonable costs arising from your unlawful use of the Services; Customer Data or materials that infringe third-party rights; instructions given without lawful authority; your breach of confidentiality, privacy or intellectual property obligations; your failure to obtain required consents; or misuse of the Services by an Authorised User.

The indemnity will be reduced to the extent our breach, negligence or wilful misconduct contributed to the loss.

44. Insurance

Each party must maintain insurance reasonably appropriate to its business and obligations. On reasonable request, a party may provide evidence of relevant insurance, subject to confidentiality and commercial sensitivity. The Customer is responsible for determining whether cyber insurance, business interruption insurance or other specialist coverage is appropriate.

45. Suspension

We may suspend all or part of the Services where Fees are overdue; use is unlawful; a security risk exists; Customer conduct threatens our systems or another customer; a third-party supplier suspends the underlying service; the Customer materially breaches the Agreement; continued service could expose us to liability; an emergency requires suspension; or we are required to do so by law.

Where reasonably practicable, we will provide notice and an opportunity to remedy the issue. We will restore Services after the reason for suspension is resolved, subject to payment of outstanding amounts and reasonable restoration charges.

46. Termination for Convenience

A party may terminate a month-to-month Service by giving the notice specified in the Agreement or, if no notice period is specified, 30 days’ written notice. A fixed-term Service may not be terminated for convenience during the minimum term unless the Agreement expressly allows it.

If the Customer terminates a fixed-term Service early, the Customer must pay Fees accrued to the termination date, committed third-party charges, unrecovered implementation or onboarding costs, Equipment and licence costs, reasonable transition costs and any agreed early termination charge. An early termination charge will not apply to the extent it constitutes an unenforceable penalty or is otherwise prohibited by law.

47. Termination for Cause

A party may terminate the Agreement by written notice if the other party materially breaches the Agreement and fails to remedy the breach within 14 days after written notice; repeatedly breaches the Agreement; becomes insolvent; ceases carrying on business; engages in fraud or unlawful conduct connected with the Services; or creates a serious security or reputational risk that cannot reasonably be remedied.

We may terminate immediately where a third-party supplier permanently discontinues an essential underlying service and a reasonable alternative is unavailable.

48. Consequences of Termination

Upon termination, all outstanding amounts become immediately payable; access to affected Services may cease; licences and subscriptions may expire or transfer where permitted; Equipment owned by us must be returned; each party must return or securely dispose of Confidential Information where reasonably practicable; accrued rights remain enforceable; and provisions intended to survive termination continue.

Termination does not automatically include data migration, transition assistance, export, restoration or handover work. Such work may be charged at our current professional service rates.

49. Offboarding and Data Return

Subject to payment of all outstanding amounts, we will provide reasonable cooperation to transition Services to the Customer or a replacement provider. Offboarding may include export of available Customer documentation, transfer of administrative credentials, removal of management agents, licence transfer assistance, data export, configuration handover and reasonable engagement with the incoming provider.

Offboarding is chargeable unless expressly included. We may retain records required for legal, taxation, security, insurance, dispute management or legitimate business purposes. Customer Data remaining in a terminated third-party platform may be deleted according to that provider’s retention process.

50. Non-Solicitation

During the Agreement and for six months afterward, neither party will knowingly solicit for employment an employee of the other party who was materially involved in delivering or receiving the Services. This restriction does not prevent general public recruitment advertising, recruitment initiated independently by the employee, engagement agreed in writing or conduct prohibited from restriction by law.

51. Force Majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disaster, fire, flood, epidemic or pandemic, war, terrorism, civil unrest, industrial action, government action, telecommunications failure, electricity failure, widespread internet outage, third-party platform outage, supply chain disruption or large-scale cyberattack.

The affected party must take reasonable steps to minimise impact and resume performance. Payment obligations for Services already supplied are not excused.

52. Dispute Resolution

A party claiming a dispute must provide written notice describing the issue and desired resolution. The parties must first attempt to resolve the dispute through good-faith discussions between authorised representatives. If unresolved within 10 Business Days, the dispute must be escalated to senior management.

If still unresolved, the parties may agree to mediation in Melbourne, Victoria, before commencing court proceedings. Nothing prevents a party from seeking urgent injunctive relief, recovering an undisputed debt or exercising rights under applicable consumer law.

53. Notices

Formal notices must be sent to the contact details stated in the relevant Agreement document. A notice may be delivered by hand, prepaid post or email.

Legal notices to us must be addressed to IT Support 247 Pty Ltd, 96 Polly Parade, Tarneit, Victoria 3029, Australia, or emailed to alerts@itsupport247.technology.

An email notice is taken to be received when it enters the recipient’s information system, unless the sender receives an automated failure notification. Operational support requests are not formal legal notices.

54. Electronic Transactions

The parties agree that Agreements may be formed electronically; electronic signatures may be used; approvals may be provided by email or an authorised electronic platform; electronic records may be relied upon as evidence; and a person accepting electronically warrants that they have authority to bind the relevant party.

55. Assignment

You may not assign or transfer the Agreement without our prior written consent, which will not be unreasonably withheld. We may assign the Agreement to a related entity, successor or purchaser of our business, provided the assignment does not materially reduce your rights.

56. Relationship of the Parties

The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency, employment or fiduciary relationship. Neither party may bind the other except as expressly authorised.

57. Waiver

A failure or delay in exercising a right does not waive that right. A waiver is only effective if given in writing.

58. Severability

If a provision is invalid, unlawful or unenforceable, it will be read down to the extent necessary. If it cannot be read down, it will be severed without affecting the remaining provisions.

59. Entire Agreement

The Agreement constitutes the entire agreement between the parties concerning its subject matter and replaces previous discussions, representations and arrangements. This clause does not exclude liability for fraud, misleading or deceptive conduct or any right that cannot lawfully be excluded.

60. Amendments to these Terms

We may update these Terms to reflect changes in law, regulatory requirements, security requirements, changes to our Services, third-party supplier requirements or reasonable operational changes. The current version will be published on our Website.

For existing fixed-term Services, a material change that adversely affects the Customer will generally take effect at renewal unless required earlier by law, a regulator, a third-party supplier or an urgent security requirement. Continued use of month-to-month Services after the effective date of updated Terms constitutes acceptance, subject to applicable law.

61. Governing Law

The Agreement is governed by the laws of Victoria, Australia. The parties submit to the non-exclusive jurisdiction of the courts of Victoria and courts entitled to hear appeals from those courts.

62. Contact Details

Formal contractual or legal notices should be sent to the registered address or Legal Notice Email above. Support requests should be submitted through the approved service desk channels and are not treated as formal legal notices.

Website Publication Notice

These Terms of Service should be read together with our Privacy Policy, Acceptable Use Policy, Cookie Policy, Service Level Agreement, applicable Service Schedules, Proposals, Statements of Work and any third-party licence or service terms applicable to the Services.

Website administrators should publish the Effective Date and Version shown on the cover and retain prior versions in accordance with the organisation’s document-control process.

Schedule 1 – Service Categories

• Managed IT Services and remote monitoring
• 24/7 helpdesk and onsite support
• Telephony and Voice over Internet Protocol
• Microsoft 365, Azure and cloud solutions
• Website design, development, hosting and maintenance
• Network infrastructure and connectivity
• Backup, restoration and disaster recovery
• Cybersecurity monitoring and advisory services
• Hardware, software and licensing procurement
• Professional services, projects and compliance consulting

Schedule 2 – Legal and Regulatory Context

These Terms are intended to operate subject to the Competition and Consumer Act 2010 (Cth), including the Australian Consumer Law, and other applicable Commonwealth, state and territory legislation. Nothing in these Terms removes a non-excludable statutory right.

Standard-form contract terms may be subject to unfair contract term protections. Any clause should be interpreted and applied only to the extent it is reasonably necessary to protect legitimate business interests and is permitted by law.

Legal Review Disclaimer

This document is a commercial template prepared for IT Support 247 Pty Ltd and is not a substitute for advice from an Australian solicitor. The organisation should obtain legal review before first publication and after material changes to pricing, cancellation, renewal, consumer-facing services, telecommunications arrangements or liability allocation.