Terms of Service

1. Definitions

In these Terms:

• "Service Agreement" means any written agreement, statement of work, or order form executed between us and you for the provision of specific services.
• "Managed Services" means ongoing IT management, monitoring, and support services provided under a recurring subscription.
• "Professional Services" means project-based, advisory, or consulting engagements outside the scope of Managed Services.
• "Client Environment" means your IT infrastructure, systems, networks, devices, and data that we manage or access.
• "Confidential Information" means all non-public technical, business, financial, or operational information disclosed by either party.
• "Intellectual Property" means patents, trademarks, copyright, trade secrets, and all other proprietary rights.

2. Services

We provide managed IT services, IT helpdesk and support, cyber security, cloud services, Microsoft 365 management, business phone systems (VoIP), internet connectivity, website design and SEO, AI and automation services, and hardware procurement, as described in your Service Agreement.

The specific scope, deliverables, response times, and service levels applicable to your engagement are set out in your Service Agreement and any associated Service Level Agreement (SLA). These Terms apply to all services unless expressly varied in writing by an authorised representative of CX IT Services Pty Ltd.

3. Service Agreements

Commencement

Services commence on the start date specified in the relevant Service Agreement, or upon our written confirmation of onboarding completion, whichever occurs later.

Onboarding

You agree to cooperate fully with our onboarding process, including providing administrative access to your systems, completing our environment audit questionnaire, and designating an internal point of contact. Delayed onboarding caused by your failure to cooperate does not delay your payment obligations.

Variations

Any change to the scope of services must be agreed in writing via a variation order. We reserve the right to adjust fees for material scope increases. We will not perform work outside the agreed scope without your authorisation.

4. Fees & Payment

Pricing

Fees are set out in your Service Agreement and are quoted exclusive of GST unless otherwise stated. GST will be added to all invoices at the applicable rate.

Invoicing

Managed Services fees are invoiced monthly in advance on or around the first business day of each month. Professional Services and project fees are invoiced as specified in the relevant Service Agreement, or upon milestone completion.

Payment Terms

Payment is due within 14 days of the invoice date. We accept direct debit, EFT, and major credit cards. Preferred payment method is direct debit.

Late Payment

Invoices outstanding beyond 14 days may attract a late payment fee of 1.5% per month on the overdue amount. We reserve the right to suspend services on accounts overdue by more than 30 days, following written notice. Suspension does not waive any outstanding balance.

Fee Reviews

We may review and adjust Managed Services fees annually, providing no less than 60 days written notice of any increase.

5. Client Obligations

To enable us to deliver services effectively, you agree to:

• Provide timely access to your Client Environment, premises, and relevant personnel as required
• Maintain current and valid licences for all third-party software in your environment (e.g. Microsoft 365, antivirus, line-of-business applications)
• Promptly report any known or suspected security incidents, breaches, or anomalies
• Not knowingly introduce malware, unlicensed software, or prohibited content into your environment
• Ensure your employees and contractors use IT systems responsibly and in compliance with applicable laws
• Maintain appropriate cyber insurance coverage where recommended by us
• Provide a designated primary contact who has authority to approve changes, accept quotes, and instruct our team
• Back up any critical data not covered by an agreed backup solution prior to any major change or project work

6. Our Obligations

We agree to:

• Deliver services using reasonable skill and care, consistent with industry best practice
• Respond to support requests within the timeframes specified in your SLA
• Keep your Confidential Information secure and not disclose it to unauthorised parties
• Provide a dedicated Account Manager for your engagement
• Notify you promptly of any material issue, security event, or outage affecting your environment that we become aware of
• Maintain appropriate professional indemnity and public liability insurance

Exclusions

Our services do not cover issues arising from: misuse, neglect, or modification of equipment or software by you or your personnel; third-party products or services not under our management; acts of God, natural disasters, or force majeure events; or your failure to implement our recommendations where documented in writing.

7. Intellectual Property

All intellectual property rights in tools, methodologies, templates, scripts, and systems that we create or use to deliver services remain owned by CX IT Services Pty Ltd, unless expressly assigned in writing.

Deliverables that are bespoke works created specifically for you (e.g. custom documentation, configurations, or software) vest in you upon full payment of all outstanding fees.

You grant us a limited, non-exclusive licence to access, monitor, and process your data solely to the extent necessary to deliver the agreed services.

8. Confidentiality

Each party agrees to keep the other's Confidential Information strictly confidential and not to disclose it to any third party without prior written consent, except to employees, contractors, or advisers who need to know it to perform obligations under the Service Agreement and are bound by equivalent confidentiality obligations.

This obligation does not apply to information that is or becomes publicly available through no fault of the receiving party, or that must be disclosed by law or regulatory requirement.

Confidentiality obligations survive termination of the Service Agreement for a period of 3 years.

9. Data & Privacy

We collect, store, and use personal information in accordance with our Privacy Policy and the Privacy Act 1988 (Cth). You acknowledge that our delivery of services may require us to access and process data contained in your Client Environment.

Where we process personal information on your behalf (e.g. employee data within your Microsoft 365 tenancy), we act as a data processor. You remain the data controller responsible for ensuring lawful grounds for processing and compliance with applicable privacy laws.

In the event of a confirmed data breach affecting your environment, we will notify you within 72 hours of becoming aware, and assist you in meeting your obligations under the Notifiable Data Breaches scheme.

10. Limitation of Liability

To the maximum extent permitted by Australian law:

• Our total aggregate liability to you for any claim arising out of or in connection with the services is limited to the total fees paid by you to us in the 3-month period immediately preceding the event giving rise to the claim.
• We are not liable for any indirect, incidental, special, consequential, or punitive loss or damage, including loss of profits, loss of data, loss of revenue, or loss of business opportunity, even if we have been advised of the possibility of such loss.
• We are not liable for any loss arising from: your failure to maintain adequate backups not covered by our services; actions of third-party vendors or service providers; your failure to implement our written security recommendations; or events outside our reasonable control.

Nothing in these Terms limits our liability for fraud, death, or personal injury caused by our negligence, or any other liability that cannot be excluded by law. Nothing in these Terms excludes any consumer guarantee rights under the Australian Consumer Law.

11. Indemnification

You agree to indemnify and hold harmless CX IT Services Pty Ltd, its directors, employees, and contractors from and against any claims, damages, losses, costs, and expenses (including reasonable legal fees) arising from:

• Your breach of these Terms or a Service Agreement
• Your misuse of the services or Client Environment
• Any third-party claim relating to your data, content, or business operations
• Your violation of applicable laws or regulations

12. Term & Termination

Term

The term of each engagement is specified in the relevant Service Agreement. Managed Services agreements are typically offered on a month-to-month basis with no lock-in contract. Some agreements may include an initial minimum term as specified at sign-up.

Termination by You

You may terminate a month-to-month Managed Services agreement by providing 30 days written notice. Where a minimum term applies, early termination may attract a fee equal to the remaining monthly fees for the minimum term, unless otherwise agreed.

Termination by Us

We may terminate services immediately on written notice if you: fail to pay any invoice within 30 days of our payment reminder; materially breach these Terms and fail to remedy the breach within 14 days of written notice; become insolvent or enter administration; or engage in conduct that is unlawful or harmful to our staff or systems.

Effect of Termination

On termination: all outstanding fees become immediately payable; we will provide a reasonable offboarding period (typically 30 days) to assist you in transitioning to a new provider; and we will return or securely delete your Confidential Information as directed, subject to any legal retention obligations.

13. Dispute Resolution

If a dispute arises, the parties agree to first attempt resolution through good-faith negotiation. Either party may escalate a dispute by delivering written notice to the other party's nominated contact.

If the dispute is not resolved within 20 business days of written notice, either party may refer the matter to mediation administered by the Resolution Institute (or equivalent body) before commencing legal proceedings, except where urgent injunctive relief is required.

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

14. General

Entire Agreement

These Terms, together with your Service Agreement and any applicable SLA, constitute the entire agreement between the parties and supersede all prior representations, negotiations, and understandings.

Severability

If any provision of these Terms is found to be invalid or unenforceable, it will be severed without affecting the remaining provisions.

Waiver

Failure to exercise any right under these Terms does not constitute a waiver of that right.

Assignment

You may not assign your rights or obligations under these Terms without our prior written consent. We may assign our rights to a related entity or successor business without your consent, provided we give you reasonable notice.

Force Majeure

Neither party is liable for delay or failure to perform obligations caused by events beyond its reasonable control, including natural disasters, pandemic, acts of government, power outages, or internet service disruptions - provided the affected party notifies the other promptly and uses reasonable efforts to mitigate.

Electronic Execution

Service Agreements and variations may be executed electronically. An electronically signed document has the same legal effect as a paper original.

15. Contact Us

For any queries about these Terms of Service: