Effective date: 21/01/2025
These Terms and Conditions apply to all goods and services supplied by ITSA IT Solutions Adelaide, ABN 46 318 706 520 (“ITSA”, “we”, “us” or “our”), to the customer identified in a quotation, proposal, work order, service agreement or invoice (“Customer”, “you” or “your”).
By accepting a quotation, approving work, purchasing goods, providing ITSA with access to your systems, or allowing ITSA to begin providing services, you agree to these Terms and Conditions.
1.1 Unless otherwise stated, quotations are valid for 30 days from the date of issue.
1.2 A quotation is an estimate based on the information reasonably available to ITSA at the time. Additional work, unexpected technical issues, changes in scope, incomplete information, inaccessible equipment or third-party requirements may result in additional charges.
1.3 Acceptance may occur by:
a. signing or accepting a quotation or proposal;
b. confirming acceptance by email, text message or other written communication;
c. paying a deposit or invoice;
d. instructing ITSA to begin work; or
e. allowing ITSA to continue providing services.
1.4 Any Customer purchase order or other document does not vary these Terms unless ITSA expressly agrees to the variation in writing.
2.1 ITSA may provide services including:
a. IT support and troubleshooting;
b. hardware installation, maintenance and repair;
c. networking, internet and Wi-Fi services;
d. cybersecurity and security-system services;
e. server, cloud and software configuration;
f. account, domain and platform administration;
g. data migration, backup and recovery assistance;
h. consulting, project management and documentation; and
i. managed IT services.
2.2 ITSA will provide the agreed services with due care and skill.
2.3 Unless expressly included in writing, services do not include:
a. guaranteed recovery of lost or corrupted data;
b. continuous monitoring or support outside agreed service hours;
c. protection against every cyberattack, outage, equipment failure or data-loss event;
d. support for unlicensed, unsupported or end-of-life systems;
e. rectification of work performed by another provider; or
f. work outside the agreed scope.
3.1 The Customer must:
a. provide complete and accurate information;
b. provide timely access to relevant premises, equipment, systems and accounts;
c. ensure that it has authority to grant ITSA that access;
d. maintain lawful software licences and subscriptions;
e. maintain appropriate insurance and business-continuity arrangements;
f. promptly notify ITSA of any suspected security incident or material system change; and
g. follow reasonable instructions provided by ITSA.
3.2 The Customer warrants that any data, equipment, accounts or systems provided to ITSA are owned by the Customer or that the Customer has lawful authority to provide access to them.
3.3 ITSA may rely on instructions given by the Customer’s directors, employees, representatives or nominated contacts.
4.1 The Customer must pay the fees stated in the applicable quotation, proposal, service agreement or invoice.
4.2 Unless stated otherwise:
a. prices are in Australian dollars;
b. prices include GST where applicable;
c. labour is charged at ITSA’s applicable hourly or project rate;
d. travel, parking, freight, accommodation and third-party expenses may be charged separately; and
e. after-hours, urgent or public-holiday work may incur additional charges.
4.3 ITSA may charge a minimum service or call-out fee.
4.4 Work outside the agreed scope will be charged at ITSA’s applicable rates unless otherwise agreed in writing.
4.5 Hardware, software licences, subscriptions, freight and other third-party costs may require payment in advance.
5.1 Invoices must be paid by the due date shown on the invoice. If no due date is shown, payment is due within 7 days of the invoice date.
5.2 ITSA may require:
a. full payment in advance;
b. a deposit before ordering equipment or beginning work;
c. progress payments; or
d. payment by direct debit for recurring services.
5.3 The Customer must not withhold payment because of a dispute concerning another invoice, service or project.
5.4 The Customer must notify ITSA of any genuine invoice dispute within 7 days of receiving the invoice and must pay any undisputed portion by the due date.
5.5 Overdue amounts may accrue interest at the Reserve Bank of Australia cash rate plus 6% per annum, calculated daily, or the maximum lawful rate, whichever is lower.
5.6 The Customer must reimburse ITSA for reasonable expenses incurred in recovering overdue amounts, including debt-recovery, court and legal costs, to the extent permitted by law.
6.1 Legal and beneficial ownership of all hardware, equipment, components, devices, materials and other physical goods supplied by ITSA remains with ITSA until ITSA has received cleared payment of the entire invoice relating to those goods and any installation or associated services.
6.2 Until full payment is received, the Customer:
a. holds the goods as bailee for ITSA;
b. must keep the goods identifiable as goods supplied by ITSA;
c. must not sell, dispose of, encumber, lease, transfer or grant a security interest over the goods;
d. must keep the goods secure, protected and adequately insured; and
e. must promptly notify ITSA if the goods are lost, damaged, seized or subject to a claim by another person.
6.3 Risk in the goods passes to the Customer upon delivery or installation, even though ownership remains with ITSA until full payment.
6.4 Where payment is overdue and subject to applicable law, ITSA may require the Customer to return unpaid goods.
6.5 To the extent legally permitted, the Customer authorises ITSA and its representatives to enter premises under the Customer’s control at a reasonable time, after reasonable notice, to identify and recover unpaid goods. ITSA will take reasonable care when exercising this right.
6.6 The Customer acknowledges that this clause may create a security interest under the Personal Property Securities Act 2009 (Cth).
6.7 The Customer consents to ITSA registering any security interest on the Personal Property Securities Register and must provide information or assistance reasonably required for that registration.
6.8 The Customer must not register, or permit another party to register, a financing change statement affecting ITSA’s security interest without ITSA’s prior written consent.
6.9 Nothing in this clause permits ITSA to remove goods where removal would be unlawful, unsafe or cause unreasonable damage.
7.1 Customer data and pre-existing Customer accounts remain the property of the Customer or the relevant third-party provider.
7.2 Any administrative account, management portal, configuration, tenant, dashboard, remote-management platform, documentation system, automation, script, monitoring tool, licence or access method created, licensed or supplied by ITSA remains controlled by ITSA until all invoices relating to its creation, supply, configuration or implementation have been paid in full.
7.3 Until full payment is received, ITSA may retain primary administrative control over systems or accounts that ITSA has created or supplied, provided that ITSA must not:
a. unlawfully access, alter, delete or disclose Customer data;
b. interfere with emergency communications or safety-critical systems;
c. prevent the Customer from accessing data that the Customer is legally entitled to access; or
d. exercise this right in a manner prohibited by the Australian Consumer Law or any other applicable law.
7.4 Once all applicable invoices have been paid in full, ITSA will, upon request:
a. provide the Customer with agreed administrative credentials under ITSA’s control;
b. transfer eligible accounts or services into the Customer’s control; and
c. provide reasonable handover documentation included within the agreed scope.
7.5 Credentials for ITSA-owned systems, internal tools, distributor portals, shared management platforms, security systems, monitoring platforms or software used across multiple customers remain ITSA’s confidential property and do not need to be disclosed.
7.6 If an account or licence cannot be transferred due to third-party terms, ITSA will provide reasonable assistance to establish replacement access. This assistance may be chargeable.
7.7 The Customer must not remove, disable, circumvent or interfere with ITSA’s authorised management access while invoices remain unpaid or while ITSA is providing an active managed service, except where reasonably necessary to address an immediate security threat.
8.1 If an invoice is overdue, ITSA may, after giving reasonable notice:
a. suspend non-essential services;
b. decline further support or project work;
c. suspend access to ITSA-provided licences, platforms or managed services;
d. postpone the delivery or installation of goods; or
e. terminate ongoing services in accordance with these Terms.
8.2 ITSA will not suspend a service where doing so would be unlawful or create an immediate and unreasonable risk to health, safety or emergency communications.
8.3 The Customer remains responsible for charges incurred before suspension and for unavoidable third-party or subscription charges incurred during the suspension period.
8.4 ITSA is not responsible for loss arising from a lawful suspension caused by the Customer’s failure to pay, except to the extent that the loss was caused by ITSA’s negligence, wilful misconduct or breach of applicable law.
9.1 Hardware availability, specifications, delivery times and pricing may change without notice before an order is confirmed.
9.2 ITSA may substitute a product with a reasonably equivalent product after consulting the Customer where the quoted product is unavailable.
9.3 Manufacturer warranties apply subject to their terms.
9.4 ITSA may assist with warranty claims but may charge for labour, travel, diagnosis, removal, reinstallation, freight or data recovery where those services are not covered by the manufacturer.
9.5 ITSA is not the manufacturer of third-party hardware and does not control manufacturer warranty decisions.
9.6 Nothing in this clause excludes any rights the Customer has under the Australian Consumer Law.
10.1 Third-party software, cloud services, internet services, hosting, telecommunications, domains, cybersecurity products and subscriptions are subject to the provider’s terms and availability.
10.2 The Customer is responsible for reviewing and complying with applicable third-party terms.
10.3 Third-party charges may change. ITSA may pass on price increases by giving reasonable notice where practicable.
10.4 ITSA is not responsible for a third party’s:
a. outage or service interruption;
b. security incident;
c. price increase;
d. product discontinuation;
e. suspension or closure of an account;
f. change in functionality; or
g. loss of data,
except to the extent caused or contributed to by ITSA’s breach, negligence or wilful misconduct.
10.5 Subscription and licence fees may be non-refundable once ordered, activated or renewed, subject to applicable law.
11.1 Unless ITSA has expressly agreed in writing to provide managed backup services, the Customer is responsible for maintaining current, tested and secure backups.
11.2 Before repair, migration, upgrade, reconfiguration or other technical work, the Customer should ensure that important data has been backed up.
11.3 ITSA will take reasonable care when handling Customer data but does not guarantee that data can always be recovered or that migration will occur without interruption or data loss.
11.4 Where ITSA provides backup services, the scope, retention period, storage capacity, testing process and recovery objectives are limited to those stated in the applicable service agreement.
11.5 A backup service is not a guarantee of uninterrupted operations or complete data recovery.
12.1 ITSA will use reasonable care when implementing agreed cybersecurity services.
12.2 The Customer acknowledges that no system can be guaranteed to be completely secure or continuously available.
12.3 Unless expressly included in writing, ITSA does not guarantee that its services will prevent every:
a. cyberattack;
b. malware or ransomware infection;
c. phishing incident;
d. unauthorised access event;
e. insider threat;
f. software vulnerability; or
g. data breach.
12.4 The Customer must use reasonable security practices, including maintaining strong passwords, multi-factor authentication, software updates, staff awareness and appropriate access controls where recommended.
12.5 ITSA may take reasonable emergency steps to isolate or secure a system where it reasonably believes there is an active security threat. ITSA will notify the Customer as soon as reasonably practicable.
13.1 Each party must keep the other party’s confidential information secure and must not disclose it except:
a. to personnel or contractors who need it to perform the services;
b. with the other party’s consent;
c. where required by law; or
d. to professional advisers who are subject to confidentiality obligations.
13.2 ITSA may access Customer systems and information only to the extent reasonably required to provide the services, investigate issues, comply with legal obligations or protect ITSA’s legitimate interests.
13.3 ITSA will handle personal information in accordance with applicable privacy laws.
13.4 The Customer authorises ITSA to provide necessary information to suppliers, contractors and service providers involved in delivering the services.
13.5 The Customer must not provide ITSA with unnecessary sensitive information and must inform ITSA of any special security, regulatory or confidentiality requirements before work begins.
13.6 These confidentiality obligations continue after the services end.
14.1 Each party retains ownership of intellectual property it owned before the services began.
14.2 Upon full payment, the Customer receives a non-exclusive licence to use project-specific documentation, configurations and materials created by ITSA specifically for the Customer for the Customer’s internal business purposes.
14.3 ITSA retains ownership of its:
a. methods, processes and know-how;
b. templates and standard documentation;
c. scripts, tools and reusable code;
d. internal records and systems;
e. pricing models; and
f. pre-existing or generally applicable intellectual property.
14.4 Unless expressly agreed in writing, the Customer may not sell, publish, sublicense or commercially distribute ITSA’s intellectual property.
15.1 The Customer must provide ITSA with safe and reasonable access to the worksite.
15.2 The Customer must disclose known hazards, asbestos, restricted areas, electrical risks and relevant site procedures before work begins.
15.3 ITSA may stop work where conditions are unsafe or where required access has not been provided.
15.4 Additional attendance, delay or rescheduling caused by unsafe conditions or unavailable access may be charged to the Customer.
16.1 ITSA is not responsible for delay or failure caused by circumstances beyond its reasonable control, including:
a. supplier or freight delays;
b. telecommunications or utility outages;
c. third-party platform failures;
d. industrial action;
e. natural disasters;
f. fire, flood or severe weather;
g. cyber incidents not caused by ITSA;
h. government action; or
i. shortages of equipment or personnel.
16.2 ITSA will take reasonable steps to minimise the effect of such an event and resume performance when reasonably practicable.
17.1 The Customer must provide at least [24/48] hours’ notice to cancel or reschedule an appointment.
17.2 ITSA may charge a reasonable cancellation fee where insufficient notice is provided or where technicians have already travelled to the site.
17.3 Special-order hardware, activated licences and committed third-party costs may not be cancellable or refundable, subject to applicable law.
17.4 If the Customer cancels a project after work has begun, the Customer must pay for:
a. work completed;
b. time reasonably committed to the project;
c. goods ordered; and
d. non-cancellable third-party costs.
18.1 Either party may terminate an ongoing service agreement by giving the notice specified in that agreement.
18.2 Where no notice period is specified, either party may terminate an ongoing month-to-month service by giving 30 days’ written notice.
18.3 ITSA may terminate or suspend services immediately where the Customer:
a. materially breaches these Terms and does not remedy the breach within a reasonable period after notice;
b. fails to pay an overdue invoice after notice;
c. acts unlawfully, abusively or fraudulently;
d. creates a serious security or safety risk; or
e. becomes insolvent, subject to applicable insolvency laws.
18.4 Termination does not affect accrued rights, unpaid invoices or provisions intended to continue after termination.
18.5 Handover, migration, account transfer, documentation preparation and offboarding assistance may be charged at ITSA’s applicable rates unless included in the relevant agreement.
19.1 Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy that cannot lawfully be excluded, restricted or modified under the Australian Consumer Law or any other applicable legislation.
19.2 Where ITSA is legally permitted to limit its liability for a failure to comply with a statutory guarantee, ITSA’s liability is limited, at ITSA’s option, to:
a. for goods, replacing the goods, supplying equivalent goods, repairing the goods, or paying the cost of replacement or repair; and
b. for services, supplying the services again or paying the cost of having the services supplied again.
19.3 The limitation in clause 19.2 does not apply where it would be unlawful or where the goods or services are ordinarily acquired for personal, domestic or household use or consumption and the law does not permit that limitation.
20.1 To the maximum extent permitted by law, ITSA is not liable for indirect, incidental, special or consequential loss, including loss of profit, revenue, opportunity, goodwill or anticipated savings.
20.2 ITSA is not liable for loss caused by:
a. inaccurate or incomplete information provided by the Customer;
b. the Customer’s failure to maintain backups;
c. unauthorised changes made by the Customer or another provider;
d. unsupported or end-of-life technology;
e. pre-existing faults, malware or security weaknesses;
f. third-party products or services outside ITSA’s reasonable control; or
g. the Customer’s failure to follow ITSA’s reasonable recommendations.
20.3 To the maximum extent permitted by law, ITSA’s aggregate liability arising from a particular event or series of related events is limited to the amount paid or payable to ITSA for the goods or services directly giving rise to the claim during the six months preceding the event.
20.4 The limitations in this clause do not apply to liability that cannot lawfully be limited, including liability arising from fraud, wilful misconduct or any non-excludable statutory right.
20.5 Each party must take reasonable steps to minimise any loss it suffers.
21.1 To the extent permitted by law, the Customer indemnifies ITSA against third-party claims, losses and expenses arising from:
a. unlawful material or activity on the Customer’s systems;
b. the Customer’s infringement of another person’s intellectual-property rights;
c. the Customer providing access without proper authority;
d. the Customer’s misuse of goods or services; or
e. the Customer’s material breach of these Terms.
21.2 The indemnity is reduced to the extent that ITSA caused or contributed to the loss through its negligence, breach or wilful misconduct.
22.1 During the provision of services and for six months afterwards, the Customer must not knowingly solicit for employment an ITSA employee or contractor who was materially involved in providing the services.
22.2 This clause does not prevent general recruitment advertising not specifically directed at ITSA personnel.
22.3 Where this clause is enforceable and is breached, the Customer must reimburse ITSA for its reasonable recruitment and replacement costs.
23.1 Notices may be given by email to the most recent email address provided by the receiving party.
23.2 A notice sent by email is taken to be received when it enters the recipient’s information system, unless the sender receives an automated delivery-failure notice.
23.3 The Customer must keep its contact and billing details current.
24.1 ITSA may update these Terms from time to time.
24.2 Updated Terms apply to new quotations, new work and renewed or continuing services after ITSA gives reasonable notice.
24.3 A variation will not retrospectively alter a completed fixed-price project or create an unreasonable unilateral right.
24.4 A project-specific quotation or signed service agreement prevails over these Terms to the extent of any inconsistency.
25.1 If any provision is invalid or unenforceable, it will be read down to the extent necessary or severed without affecting the remaining provisions.
25.2 A delay in exercising a right does not waive that right.
25.3 The Customer may not assign its rights or obligations without ITSA’s prior written consent, which must not be unreasonably withheld.
25.4 ITSA may use suitably qualified employees, contractors or suppliers to provide the services and remains responsible for the services as required by law.
25.5 These Terms, together with the accepted quotation, proposal or service agreement, constitute the entire agreement concerning the relevant goods or services.
26.1 These Terms are governed by the laws of South Australia and the Commonwealth of Australia.
26.2 The parties submit to the non-exclusive jurisdiction of the courts of South Australia and any courts entitled to hear appeals from those courts.
27.1 A party claiming that a dispute has arisen must provide written notice describing the dispute.
27.2 Before commencing court proceedings, the parties must attempt in good faith to resolve the dispute through direct discussion.
27.3 If the dispute is not resolved within 14 days, either party may propose mediation in South Australia.
27.4 Nothing in this clause prevents a party from:
a. seeking urgent interlocutory relief;
b. recovering an undisputed debt;
c. exercising rights under the Personal Property Securities Act 2009; or
d. pursuing a right or remedy under the Australian Consumer Law.
