IT With You Pty Ltd | ABN 89 690 186 666
Effective: 9th April 2025

These terms (“Terms”) set out the basis on which IT With You Pty Ltd (“IT With You”, “we”, “us” or “our”) supplies services and goods to a customer (“Customer”, “you” or “your”). They apply to every engagement between us and the Customer unless we agree something different in writing. By accepting a Statement of Work (“SOW”), placing an order, or receiving any work product or hardware from us, the Customer is taken to have agreed to these Terms.

These Terms are governed by the laws of New South Wales, Australia. The parties submit to the exclusive jurisdiction of the courts of New South Wales. Nothing in these Terms limits any right the Customer has under the Australian Consumer Law in the Competition and Consumer Act 2010 (Cth) (“ACL”).

1. Our Services

We provide managed IT services, cybersecurity services, cloud and Microsoft 365 services, hardware procurement, professional services and any other services described in a Statement of Work, quote, proposal or order acknowledgement (each a “SOW”, and the work itself the “Services”). Goods supplied under a SOW or invoice are referred to as “Products”.

The scope of any engagement is set by the relevant SOW. Anything not described in the SOW is out of scope. Where the SOW conflicts with these Terms, the SOW takes priority for that engagement only.

2. Working with Us

The Customer agrees to:

(a) provide timely access to systems, personnel, third party vendors and information we reasonably need to perform the Services;

(b) nominate a primary point of contact with authority to give instructions and approve change requests;

(d) perform a current backup of any Customer Data before we commence project work on systems holding that data, unless we have been engaged to provide backup services for those systems; and

(e) act on the security recommendations we provide in writing, or accept the risk of not doing so.

We will perform the Services with reasonable care and skill, consistent with industry practice for an Australian managed services provider of our size.

3. Cybersecurity Shared Responsibility

Cybersecurity is a shared responsibility. We are responsible for the security of the Services we deliver and the systems we have expressly agreed in writing to manage. The Customer is responsible for the security of everything else in its environment.

3.1 Customer obligations. The Customer agrees to maintain reasonable cybersecurity controls across its environment, including timely patching, multi factor authentication, access reviews, identity hygiene, endpoint protection on devices we do not manage, and acting on the written guidance we issue from time to time.

3.2 Our obligations. Where we have agreed in writing to provide cybersecurity services for a system, we will perform those services with reasonable care and skill, drawing on recognised industry practice. Specific assessments against, alignment with, or certification under frameworks such as the ASD Essential Eight, ISO/IEC 27001 or the NIST Cybersecurity Framework are scoped pieces of work and are only included where expressly described in the relevant SOW. No security control, software, assessment or monitoring activity removes all risk of a security incident.

3.3 Incident notification. Where we have agreed in writing to provide cybersecurity services for a system, we will notify the Customer of any suspected or actual security incident affecting that system as soon as reasonably practicable, and in any event within 72 hours of confirmation. The Customer must notify us without undue delay if it becomes aware of any actual or suspected incident affecting a system we manage.

3.4 Out of scope work. Forensic investigation, regulator engagement, legal advice, public relations support, ransom negotiation and post incident remediation are not within the scope of any SOW or managed services agreement unless expressly stated. Where we provide assistance during a major incident outside SOW scope, that work is chargeable at our then current rates.

3.5 Remote access. The Customer consents to secure remote access by us to its systems for the purpose of delivering, monitoring and supporting the Services. Remote access is performed in line with our internal security policies and any written controls agreed with the Customer.

3.6 Acceptable use. The Customer must not use the Services for any unlawful, abusive or malicious purpose, including:

(a) sending unsolicited email or distributing malware;

(b) hosting unlawful or infringing content;

(d) attempting to access systems without authorisation.

Where we reasonably believe a breach of this clause has occurred, we may suspend the affected Service, with notice given as soon as practicable.

3.7 Disaster recovery and business continuity. Disaster recovery and business continuity planning are the responsibility of the Customer unless we have been expressly engaged to design or operate those plans under a SOW.

3.8 Liability for security incidents. To the maximum extent permitted by law, we have no liability for any loss arising from a security incident, except to the extent the loss arises from our negligence, fraud or wilful misconduct in the performance of cybersecurity services we have expressly agreed in writing to provide.

4. Privacy and Personal Information

We comply with the Privacy Act 1988 (Cth) and the Australian Privacy Principles (“APPs”). Our Privacy Policy is published at https://itwithyou.com.au/privacy/ and forms part of these Terms.

The Customer warrants that it complies with the Privacy Act 1988 (Cth) and any other privacy laws that apply to it, and that it has provided all notifications required by APP 5 and obtained all consents required by APP 6 from individuals whose Personal Information (as defined in the Privacy Act) it discloses to us, so that we can lawfully use that Personal Information to perform our obligations under these Terms.

The Customer indemnifies IT With You and its directors, officers, employees and contractors against any claim brought by a third party in connection with our use of Personal Information, to the extent that the claim arises from the Customer’s instructions or breach of these Terms.

In the event of an Eligible Data Breach (as defined in the Privacy Act), each party will comply with its obligations under the Notifiable Data Breaches scheme, including notifying the Office of the Australian Information Commissioner (“OAIC”) and affected individuals where required.

5. Customer Data

Data and material provided by the Customer in connection with the Services (“Customer Data”) remains the property of the Customer. The Customer grants us a non exclusive licence to access, store, transmit and process Customer Data to the extent necessary to deliver the Services.

If the Customer engages us for backup services, Customer Data will be stored within Australia unless the Customer expressly agrees otherwise in writing.

The Customer is responsible for retaining any Customer Data it is required to keep for regulatory or recordkeeping purposes (including under the National Consumer Credit Protection Act 2009 (Cth) or other industry specific obligations).

6. Confidentiality

Each party agrees to keep confidential any non public information disclosed to it by the other party in connection with these Terms (“Confidential Information”), and not to disclose that information to any third party except as required by law or with the other party’s written consent. Confidential Information does not include information already in the public domain at the time of disclosure, or which later enters the public domain other than as a result of a breach of these Terms. The obligations in this clause continue for three (3) years after termination, and indefinitely in respect of trade secrets and Personal Information.

7. Intellectual Property

Unless expressly agreed otherwise in writing, all intellectual property rights in the tools, templates, methodologies, software, scripts, automations and pre existing materials we use to perform the Services, and any improvements to those materials, remain our property (or that of our licensors). Where we create deliverables specifically for the Customer under a SOW (“Deliverables”), ownership of those Deliverables transfers to the Customer once all fees payable under the relevant SOW have been paid in full, except for any pre existing or general purpose materials embedded within them, which remain our property and are licensed to the Customer on a non exclusive, perpetual, royalty free basis solely for the Customer’s internal business use.

Third party software is licensed on the terms of the relevant licence agreement issued by the vendor. The Customer grants us a non exclusive licence to use any Customer provided materials to the extent necessary to deliver the Services.

8. Purchase Orders and Order Acceptance

A purchase order, signed SOW or accepted quote constitutes an offer by the Customer. The offer is only effective once we accept it in writing. Any amendment to a purchase order, SOW or quote must be confirmed by us in writing to take effect.

Only these Terms (and not any pre printed conditions, click through terms, or other terms attached to or referenced in a Customer purchase order) form part of the agreement between the parties. Acceptance of a purchase order is not an acceptance of any other terms.

9. Fees and Invoicing

Fees are set out in the relevant SOW or quote and are exclusive of GST.

For project Services, fees are payable 50% on acceptance of the SOW and 50% on completion of the Services or delivery of the final Deliverables, unless the SOW states otherwise. For recurring managed Services, fees are invoiced monthly in advance. Hardware and Products are invoiced on delivery. Third party software, subscriptions and licensing are invoiced in line with the relevant vendor billing cycle.

All amounts are payable within 14 days of the invoice date, in full, without deduction, set off or counterclaim.

10. Late Payment

Any amount not paid by its due date accrues interest from the due date until payment in full. Interest is calculated daily at 10% per annum on the outstanding balance. The Customer agrees this rate is a reasonable estimate of the cost and loss to IT With You arising from late payment.

If an invoice remains unpaid 30 days after its due date, we may suspend further Services on written notice and require pre payment of any future Services until the account is current.

11. GST and Taxes

All amounts payable to us are exclusive of GST and any other tax, duty or government charge imposed in connection with the supply of Products or Services. The Customer is liable for any new or varied tax, duty or charge introduced after the date of our quote or proposal. We will issue valid tax invoices where GST applies.

12. Prepaid Service Credits

Prepaid service credits (other than those forming part of a managed services agreement) expire 12 months from the invoice date. Unused credits at expiry are forfeited and are not refundable. The Customer is responsible for tracking usage and expiry. Extensions may be granted at our discretion in exceptional circumstances.

13. Goods, Delivery and Risk

We will use reasonable efforts to deliver Products and complete Services by any agreed date, but we are not liable for delay caused by matters beyond our reasonable control. Freight, shipping and handling costs are on charged to the Customer at cost unless otherwise agreed.

Risk in any Product passes to the Customer on the earliest of:

(a) delivery to the Customer;

(b) collection or possession by the Customer; or

The Customer is responsible for insuring Products from the time risk passes.

14. Title and Security Interest

14.1 Title in any Product remains with IT With You until all amounts payable for that Product have been received in full. Until that time, the Customer holds the Product as bailee for IT With You. If the Customer fails to pay any amount when due, IT With You may, without notice or demand, enter the Customer’s premises and recover the Product. This right is in addition to any other right we have at law or under these Terms.

14.2 The Customer acknowledges that these Terms create a security interest under the Personal Property Securities Act 2009 (Cth) (“PPSA”) in all Products supplied to the Customer (including a purchase money security interest as defined in the PPSA). The Customer agrees to do anything reasonably required by us to enable us to register, perfect and maintain a security interest with the priority we require, and waives any right to receive a verification statement under the PPSA. To the extent permitted by law, sections 95, 96, 117, 118, 121(4), 123, 125, 130, 132(3)(d), 132(4), 135, 142 and 143 of the PPSA do not apply to these Terms.

15. Manufacturer Warranties

Where Products are supplied to the Customer, our role is that of a reseller. The manufacturer’s warranty applies to those Products. We will assist the Customer to obtain a refund or replacement from the manufacturer where:

(a) the Customer requests assistance by writing to [email protected] and we confirm in writing that we will provide assistance;

(b) the Products are in the same condition as when we delivered them; and

To the maximum extent permitted by law, we may charge the Customer for any costs we incur where Products turn out not to be faulty, are returned outside the 14 day window, or are not in the condition in which we delivered them. We will use reasonable efforts to minimise those costs. Our agreement to assist with manufacturer warranty claims is not itself a warranty by IT With You to repair, replace or refund the Products.

16. Our Service Warranty

We warrant that the Services will be performed with reasonable care and skill. Except as expressly stated in these Terms, we make no other warranty or representation (express or implied) in relation to the Products or Services, including any representation as to fitness for a particular purpose, regardless of whether that purpose was made known to us. We do not guarantee any specific business outcome, performance improvement or financial result from the use of the Services or any Deliverable.

To the fullest extent permitted by law, the parties exclude any term that would otherwise be implied into these Terms by statute, custom or common law.

17. Australian Consumer Law

Nothing in these Terms is intended to exclude, restrict or modify any consumer guarantee, right or remedy conferred on the Customer by the ACL, except to the extent permitted by law. These Terms are to be read down to the extent necessary to give effect to that intention.

Where a consumer guarantee, right or remedy under the ACL applies, and the Products or Services are not of a kind ordinarily acquired for personal, domestic or household use and have a price of less than $100,000, and it is fair and reasonable for us to do so, our liability for a breach of that guarantee is limited (at our option) to:

(a) replacing or repairing the Products, supplying equivalent Products, or paying the cost of having any of those things done; or

(b) re supplying the Services or paying the cost of having the Services re supplied.

18. Limitation of Liability

Other than where a non excludable consumer guarantee applies, and to the maximum extent permitted by law:

(a) we are not liable for any defect, deficiency or failure caused by external events (including natural disaster, fire, accident, vandalism, water damage, lightning or power surge), the Customer’s negligence or misuse, use of a Product otherwise than for its intended purpose, connection of a Product to equipment or systems we have not approved, maintenance or repair by a person other than us or a person we authorise, modifications made by the Customer or a third party, or third party platforms or services not directly managed by us under a written agreement;

(b) we are not liable for any indirect or consequential loss, including loss of profit, revenue, data, use, business opportunity or goodwill, however caused, whether claimed in contract, tort (including negligence), under statute or otherwise; and

(c) our total cumulative liability for all claims arising out of or in connection with the Services or any SOW is limited to the total fees paid by the Customer under the relevant SOW in the 12 months immediately preceding the act or omission giving rise to the claim.

19. Customer Indemnities and Insurance

19.1 The Customer indemnifies IT With You and its directors, officers, employees and contractors against any claim, loss or damage arising from the Customer’s breach of these Terms, misuse of the Services, failure to maintain reasonable cybersecurity controls, or breach of any law (including privacy laws) by the Customer.

19.2 The Customer agrees to maintain cyber liability and professional indemnity insurance throughout the term of the agreement, with minimum aggregate cover of AUD $1,000,000 for data breaches, ransomware, business interruption and third party claims. Where the Customer can demonstrate that this level of cover is not commercially available or proportionate to its size and risk profile, we may agree in writing to a lower minimum. We may request a certificate of currency at any time.

20. Force Majeure

We are not liable for any failure or delay in performance caused by an event beyond our reasonable control, including cyberattack on third party platforms, natural disaster, telecommunications outage, power failure, pandemic, civil unrest, or failure of upstream providers. Where a force majeure event continues for more than 30 days, either party may terminate the affected SOW by written notice without further liability, except for amounts owing for Services performed up to the date of termination.

21. Subcontracting and Third Party Payments

We may engage subcontractors to perform any part of the Services. We remain responsible for the performance of subcontracted Services and for ensuring our subcontractors meet the same obligations that apply to us under these Terms. Where the Customer has specific compliance requirements (such as police checks or industry clearances), we will ensure those checks are satisfied by any subcontractor we engage on the Customer’s account.

The Customer acknowledges that we may pay or receive a fee, commission or other benefit (whether as a lump sum or recurring) in connection with the introduction or referral of customers in the supply of Products or Services.

22. Workplace Conduct

The Customer is responsible for the conduct of its personnel toward our staff. The Customer agrees to ensure that all interactions between its personnel and our team, whether in person, over the phone, by email, in chat, in tickets, or through any other channel, are conducted with respect and courtesy.

We may suspend or terminate the Services without liability where any personnel of the Customer engages in:

(a) abusive, intimidating, threatening or harassing behaviour toward our staff;

(b) discriminatory conduct based on race, sex, gender identity, sexual orientation, religion, disability or any other protected attribute;

(d) repeated or sustained pressure on our staff to act outside the scope of the SOW or in breach of professional, ethical or legal obligations.

We will ordinarily raise concerns of this kind in writing before suspending or terminating, but we may act immediately where the safety or wellbeing of our staff is at risk. Where a single individual is the source of the conduct, we may at our discretion limit the suspension to a refusal to deal with that individual while continuing to deliver Services to the Customer through alternative contacts.

23. Variations

Any variation to these Terms or to the scope of Services must be agreed in writing by both parties. Variations to the scope of Services are charged at our then current rates unless otherwise agreed in writing.

24. Term, Termination and Customer Data

24.1 Either party may terminate the agreement, or any SOW, by giving 30 days written notice to the other party.

24.2 Either party may terminate the agreement immediately by written notice if the other party:

(a) commits a material breach of these Terms which is incapable of remedy, or which is capable of remedy but has not been remedied within 14 days of written notice;

(b) becomes unable to pay its debts as and when they fall due;

(c) commits an act of bankruptcy or, being a company, enters into liquidation, voluntary administration, receivership or any similar arrangement; or

(d) ceases to carry on business.

24.3 On the occurrence of any event in clause 24.2, IT With You may, without prejudice to its other rights:

(a) suspend further supply and require pre payment of any future Services;

(b) recover possession of any Product for which payment has not been received under clause 14;

(d) demand immediate payment of all amounts owing, regardless of the original due dates; and

(e) continue to enforce its rights and recover amounts owing as they fall due.

24.4 On termination, the Customer must pay for all Services performed and Products delivered up to the date of termination. Customer Data will be retained for 30 days after termination, after which it may be securely deleted unless the Customer has expressly agreed otherwise in writing. The Customer is responsible for retrieving any Customer Data it is required to retain for regulatory or recordkeeping purposes before the 30 day period expires. Retrieval after that period may attract additional fees.

25. Dispute Resolution

If a dispute arises, the parties will attempt to resolve it through good faith negotiation in the first instance. If the dispute is not resolved within 30 days, either party may refer the matter to mediation administered by the Australian Disputes Centre before commencing court proceedings. This clause does not prevent a party from seeking urgent injunctive relief.

26. General

26.1 Notices. All notices must be in writing and sent by post, hand delivery or email to the address of the receiving party. Notices are taken to have been delivered:

(a) on delivery, in the case of hand delivery;

(b) three (3) Business Days after dispatch, in the case of post; and

(c) at the time the email was sent, in the case of email, unless the sender receives an automated message that delivery failed.

26.2 No waiver. Any leniency, indulgence or extension of time we grant does not waive or prejudice any of our rights.

26.3 Severability. If any clause of these Terms is held to be unenforceable, invalid or illegal, the remaining clauses continue in full force and effect.

26.4 Interpretation. These Terms are to be interpreted according to their plain meaning and not against the party that drafted them.

26.5 Entire agreement. These Terms, together with the relevant SOW, constitute the entire agreement between the parties in relation to the supply of Products and Services and replace all prior discussions, agreements, representations and warranties on the same subject matter.