Terms and Conditions

I.T. With You Pty Ltd | ABN 89 690 186 666
Effective: 9 April 2025

These Terms and Conditions (Terms) apply to every Statement of Work, quotation, proposal and order under which I.T. With You Pty Ltd (ABN 89 690 186 666) (we, us or our) supplies hardware, software or services to a client (you or the Client). By accepting a Statement of Work or proposal, or by instructing us to proceed, you agree to be bound by these Terms.

Agreement

1. These terms apply to our supply to you of the Goods and Services specified in the Statement of Work on a once-off basis. They are incorporated into, and must be read together with, the Statement of Work issued by the Supplier.
2. You accept the terms of the Agreement when you confirm acceptance in writing of the Statement of Work, by instructing us to proceed, or by your conduct, including completing payment of the Fees, arranging or permitting the Services to be carried out, arranging or permitting the Goods to be delivered or otherwise proceeding on the basis of the Statement of Work without objecting to the Agreement.
3. We will commence providing the Goods and Services to you on the Commencement Date as specified in the Statement of Work.

Definitions

4. In this Agreement, the following definitions apply:

“Agreement” means the agreement between the Supplier and you, the Customer, comprising the Statement of Work and these Terms and Conditions.

“Commencement Date” means the date we commence providing the Services to you as specified in the Statement of Work.

“Confidential Information” means any information which:

• by its nature is confidential; or
• relates to the business, operations, affairs, systems, clients or finances of a party,

whether disclosed orally, electronically or in writing, but excludes information that is publicly available other than through breach.

“Customer” (or “you”) means the person or entity identified as the customer in the Statement of Work.

“Customer Environment” means the Customer’s information technology, telecommunications, internet and other relevant infrastructure (including software and hardware) that interfaces with the Services.

“Fees” means the amount payable by the Customer for the Goods and Services, as specified in the Statement of Work.

“Goods” means any hardware, software and any products supplied under the Agreement.

“GST” and “Tax Invoice” have the meanings given in the GST Act.

“GST Act” means A New Tax System (Goods and Services Tax) Act 1999 (Cth).

“Insolvency Event” means, in respect of a party: the appointment of a receiver, administrator, liquidator or trustee in bankruptcy; the entry into a scheme of arrangement with creditors; voluntary or involuntary winding up; or any analogous event under applicable law.

“IT Security” means the systems, control and measures used to protect information and communications technology against unauthorised or unlawful access, use or interference, including cyber-attacks, intrusion, ransomware, malware, phishing and similar threats.

“Order” means an offer issued by the Customer to acquire Goods and Services on these Terms.

“Payment Terms” means the payment terms set out in the Statement of Work.

“Services” means the services described in the Statement of Work.

“Site” means the agreed place of delivery of the Goods.

“Statement of Work” means any document the Supplier issues describing the Goods and Services to be supplied, including any quotation, proposal or order that we accept.

“Supplier” (or “we”, “us”) means I.T. With You Pty Ltd (ABN 89 690 186 666).

“Term” means the duration of this once-off engagement, as specified in the Statement of Work.

“Terms and Conditions” means these terms and conditions of service.

Order and Acceptance

5. No Order binds us until we confirm in writing.
6. Any terms you seek to attach to an Order do not form part of the Agreement unless expressly agreed in writing in the form of a Statement of Work.

Fees and Payment

7. You must pay the Fees on the Payment Terms set out in the Statement of Work. Unless otherwise agreed, all invoices are payable within 14 days of the invoice date. If a payment falls due on a day that is not a business day, payment must be made on or before the next business day.
8. Unless otherwise agreed, we may require payment as a condition of commencing or continuing the supply of Goods and Services.
9. You acknowledge and agree you must not set off or deduct any amount from payments due.
10. All Fees are stated exclusive of GST. Where GST is applicable, the Customer must pay an additional amount equal to the GST payable, at the same time and in the same manner as the Fees.
11. If the Customer disputes in good faith any amount on an invoice provided by the Supplier, the Customer is not obligated to pay the disputed amount until the dispute is resolved but must pay all other undisputed amounts. Any disputed invoice must be raised in writing within the payment period and resolved in accordance with the Dispute Resolution clause.
12. Where the Customer pre-pays for a block of hours or a credit toward future services, these pre-paid funds expire 12 months from the date of the invoice, unless the Statement of Work states otherwise. We will give you not less than 30 days’ written notice before any pre-paid balance is due to expire. Any unused balance at expiry is forfeited and non-refundable.

Variations and Scope

13. The Fees are based on the scope of Goods and Services as described in the Statement of Work. The Supplier will supply the Goods and Services in accordance with that scope and within the Term of this Agreement.
14. Any variation to the Goods and Services must be agreed in writing before the varied work is carried out.
15. Any change to scope, assumptions, access, or third-party requirements may result in a variation to the Fee or timeline for completion of the Goods and Services. We will notify you in writing of the proposed adjustment to the Fee or timing before proceeding. The additional work will be charged at our then current rates unless agreed otherwise in writing.
16. You acknowledge and agree that we are not responsible for delays or additional costs arising from acts or omissions of third parties.
17. You acknowledge that we may rely on the assumptions and dependencies recorded in the Statement of Work. If those assumptions prove incorrect or you do not meet a dependency, timeframes and Fees may be adjusted.

Supply and Availability of Goods

18. We will supply the hardware products in accordance with the specifications, quantities, and delivery requirements set out in the Statement of Work.
19. You acknowledge that product models, specifications and availability may change between the date of the Statement of Work and the time of supply.
20. If a quoted model or series becomes unavailable, obsolete, or is superseded, we may supply the closest available equivalent product.
21. The software products we provide, including Microsoft products supplied through our distribution agreements, are licensed to you on the terms of the relevant vendor licence or subscription agreement, not sold.
22. You acknowledge that your use of those software products are subject to the applicable vendor terms and you are responsible for complying with them.
23. Microsoft 365, Azure, and other vendor subscription products supplied under the Cloud Solution Provider program or similar distribution arrangements are subject to the relevant vendor’s then-current terms, including any minimum commitment periods set at the time of order. Notwithstanding the once-off nature of this Agreement, these subscriptions are billed on a monthly (or other periodic) basis for so long as the subscription remains active. The parties acknowledge that the ongoing billing obligations for such subscriptions survive completion of the once-off Services engagement and continue until the subscription is cancelled in accordance with the applicable vendor terms. Where a vendor varies its pricing, we will notify you before the next billing cycle and the adjusted pricing will apply from that date unless you elect to cancel the subscription.
24. Where a substitute product results in a change in cost, or where a vendor varies its pricing, we will notify you and the parties will agree any adjustment to the Fees before supply.

Customer Responsibilities and Acknowledgements

25. You are responsible for:
    1. providing the Supplier with the access, information, cooperation and decisions we reasonably require to perform the Services;
    2. keeping your own backups unless we have expressly agreed in writing to provide backup services;
    3. ensuring your personnel use the systems we supply in accordance with reasonable directions and applicable vendor terms;
    4. ensuring that any information, specifications or instructions provided by you are accurate and complete; and
    5. ensuring that your Customer Environment is up to date for us to perform the Services.
26. We are not liable for delay, defect or additional cost arising from inaccurate or incomplete information provided by you.

Delivery, Risk and Title

27. Any completion or delivery date is an estimate only.
28. Delivery and freight costs for hardware products are payable by you unless stated otherwise in the Statement of Work.
29. Risk in any Goods passes on delivery to the Site.
30. Title in any Goods does not pass to you until we have received payment in full. Until then, you agree you hold the Goods as bailee.
31. You should inspect the Goods as soon as reasonably practicable after delivery and notify us in writing of any defect, damage or shortfall within a reasonable time.
32. The Services will be taken to be accepted by you when we notify you in writing that they are complete. If you consider the Services are not complete, you must notify us in writing within 5 business days of our completion notice, specifying in reasonable detail the respects in which the Services do not conform to the Statement of Work. If you do not notify us within that period, the Services will be taken to be accepted.
33. If you notify us within 30 days after acceptance that the Services contained a defect attributable to our performance, we will investigate and, where the defect is substantiated, rectify it at no additional cost to you. This clause does not limit your rights under the Australian Consumer Law.
34. To protect our security interest in the Goods and Services until payment we may choose to register this agreement under the Personal Properties Securities Act 2009 (Cth). You agree to do all things necessary to facilitate such registration. We will release and discharge any such security interest within 5 business days of receiving payment in full.

Intellectual Property

35. All pre-existing intellectual property rights owned by the Supplier (including methodologies, tools, templates, and background materials) remain the sole property of the Supplier. Nothing in this Agreement transfers ownership of pre-existing intellectual property to the Customer.
36. You agree we or the relevant vendors retain ownership of all intellectual property rights in respect of the Services including any copyright, patent, trade secrets or trade marks. You agree not to disclose any discovery, procedure, invention or improvement in procedure or document made known to you by us in relation to the Services, unless agreed otherwise in writing or to the extent that information is publicly available other than through a breach of this Agreement.
37. To the extent any intellectual property rights in materials or deliverables created under this Agreement would not otherwise vest in us, you hereby assign (and agree to assign) to us all such rights, including copyright under the Copyright Act 1968 (Cth), from the moment of creation. You agree to execute any further documents reasonably required to give effect to this assignment.
38. In consideration for payment of the fee to us, we grant you a non-exclusive, non-transferable license to use the materials or deliverables for the Customer’s internal business operations, as specified in the Statement of Work. You agree that you cannot license, transfer or sell the materials or deliverables to a third party, unless agreed by us in writing. You agree that we may use these materials or deliverables how we deem necessary.

Cyber Security and Shared Responsibilities

39. You acknowledge that:
    1. no security control, assessment, monitoring or managed service removes all risk of a security incident, and we do not warrant that your environment cannot be compromised;
    2. we are responsible for IT Security only to the extent we have expressly agreed in writing in a Statement of Work to provide a specific security service, and only for the elements within that defined scope;
    3. you remain responsible for IT Security outside that defined scope, including the actions of your personnel, the configuration of systems we do not manage, and your response to security advice we provide;
    4. effective security depends on shared responsibility, including you applying recommendations we make and maintaining the controls and licences the agreed services depend on.
40. To the maximum extent permitted by law, we are not liable for loss or damage arising from a security incident affecting your environment, except to the extent it results directly from our negligence, fraud or wilful misconduct in performing a security service we have expressly agreed in writing to provide.

Privacy

41. Each party must comply with the Privacy Act 1988 (Cth) and the Australian Privacy Principles in connection with any personal information, including Confidential Information, handled under this Agreement.
42. You warrant that you have made all notifications and obtained all consents required for the Supplier to handle, on your behalf, any personal information disclosed to the Supplier, and that such handling will not breach the Privacy Act or infringe any third party’s rights. The Supplier will handle personal information only as reasonably necessary to provide the Services or as directed by the Customer in writing.
43. You indemnify us against claims by third parties from your instructions or your breach of this clause, except to the extent the claim arises from our negligence, fraud or wilful misconduct.
44. If we become aware of an actual or suspected eligible data breach (as defined in the Privacy Act 1988 (Cth)) involving your personal information that we hold, we will notify you as soon as practicable. We will provide reasonable details of the breach and the steps we are taking to contain and remediate it, and will cooperate with you in meeting any notification obligations you have under the Privacy Act. For the avoidance of doubt, nothing in this clause limits the Supplier’s obligations to notify the Office of the Australian Information Commissioner and affected individuals as required under the Privacy Act.
45. On termination or completion of this Agreement, or on your written request, we will (at your election) either:
    1. return all Customer data in our possession or control to you in a commonly used format; or
    2. securely destroy or de-identify all Customer data in our possession or control, in each case within 30 days.

    We will provide written confirmation once completed. We will retain only the minimum data required by law or for legitimate record-keeping purposes.

Confidential Information

46. Each party agrees to keep the other party’s Confidential Information strictly confidential and only used for the purposes of this Agreement.
47. Each party agrees to not disclose the other party’s Confidential Information to any third party without the prior written consent of the other party, except to the extent required by law or a regulatory or governmental authority.
48. This obligation survives termination of this Agreement.

Warranties

49. We do not make any warranty or representation about the Goods or Services, except as expressly set out in the Statement of Work or as required by law.
50. Hardware products are supplied subject to the manufacturer’s warranty only. To the extent permitted by law, we do not provide any additional warranty for these Goods beyond those provided by the manufacturer.
51. Where you have requested, we will assist you to pursue a remedy from the manufacturer, provided that:
    1. you request our assistance in writing and we confirm in writing that we will help;
    2. the hardware products are in the same condition as when we supplied it; and
    3. any Goods to be returned reach us within 14 days of the date we supplied them.
52. To the extent permitted by law, we may recover from you our reasonable costs if you ask for assistance and the Goods:
    1. turn out not to be faulty;
    2. are returned without authorisation or outside the 14 day period; or
    3. are returned in a different condition from when we supplied them.
53. The two clauses immediately above are not warranties by us to repair, replace or compensate you for faulty hardware.
54. To the extent permitted by law, warranties do not apply to defects or damage caused by:
    1. misuse, neglect, tampering or unauthorised modifications;
    2. environmental or site conditions (including power supply issues or inadequate ventilation);
    3. fair wear and tear;
    4. consumables or components designed to fail; or
    5. acts or omissions of third parties (including other trades or third party design).
55. Unless required by law, warranty does not cover:
    1. travel;
    2. de-installation or re-installation;
    3. freight or transport; or
    4. programming, commissioning or reconfiguration.

Limitation of Liability

56. Subject to the consumer law clause below and any applicable provisions of the Australian Consumer Law, all conditions, warranties and representations not expressly set out in this Agreement are excluded to the extent permitted by law.
57. We are not liable for defects or loss caused by:
    1. external events beyond our control;
    2. your acts or omissions;
    3. use of Goods other than for their intended use;
    4. repairs or changes made by third parties; or
    5. changes you make to the operating environment or configuration.
58. Where any design, specification or system layout is provided by the Customer or a third party, we are not responsible for the suitability, performance or compliance of that design. Any additional work required due to errors, omissions or deficiencies in third party design will be treated as a variation and charged accordingly.
59. Acceptance of the Goods must take place in accordance with the Delivery, Risk and Title clauses.
60. To the extent permitted by law, where Services or Goods do not comply with the Warranties clauses, you agree that our liability is limited to, at our sole discretion, the:
    1. resupply of the Services;
    2. repair or replacement of the Goods; or
    3. payment of the reasonable cost of having the Services resupplied or Goods repaired or replaced.

    We are not liable for any indirect or consequential loss.

61. You warrant that all information and representations provided by you, or on your behalf, in connection with this Agreement are accurate and complete, and that you have not failed to disclose any matter relevant to our decision to enter into this Agreement.
62. Our acceptance of any late payment does not constitute a waiver of our rights to require payment when due or to suspend or terminate this Agreement.
63. To the extent permitted by law, our total liability under or in connection with this Agreement is limited to the total fees paid by you to us in the 12 months before the act or omission giving rise to the liability.
64. Nothing in this Agreement excludes, restricts or modifies any rights or remedies you may have under the Australian Consumer Law.

Termination

65. Either party may terminate this Agreement for convenience by giving the other party not less than 30 days’ written notice.
66. This Agreement may be terminated at any time during the Term immediately by a party if the other party:
    1. is in material breach of any of its obligations under this Agreement and where the breaching party is the Customer, it has not rectified the breach within 14 Business Days from receiving the written notice requiring it to do so; or where the breaching party is the Supplier, it has not rectified the breach within 30 Business Days from receiving written notice requiring it to do so;
    2. is no longer able to perform its obligations under this Agreement due to a change in Law which prevents a party from performing its obligations under this Agreement;
    3. commits a breach of this Agreement that is not capable of remedy; or
    4. suffers an Insolvency Event.
67. Where we have ordered Goods or commenced performance of the Services, those Goods are non-cancellable and non-refundable and you must pay the full costs of those Goods.
68. On termination for any reason:
    1. all amounts owing become immediately due; and
    2. you must return all Supplier materials unless otherwise paid for.
69. Termination does not affect rights or obligations that accrued before termination.

Default

70. You will be in default if you do not pay us when monies are due for payment or fail to comply with any other obligation under the Agreement.
71. If you are in default under our Agreement, we may send you a default notice. The notice will tell you what the default is and what you are required to do to correct the default. You will have 10 business days to rectify the default.
72. If you do not comply with the default notice, then we may:
    1. suspend the Services;
    2. terminate the agreement with immediate effect;
    3. require payment of all outstanding amounts to be paid immediately; and
    4. charge interest on all monies owing with interest on that amount from the due date until payment at the rate of 10% per annum, calculated daily.
73. You agree to pay on default all costs and expenses incurred in exercising our rights of recovery from you if any and indemnify us against any losses resulting from the default.

Dispute Resolution

74. If any dispute or difference arises between the parties with respect to the construction, effect or operation of this Agreement, or with respect to any matter connected with this Agreement or arising out of it, the parties must take the following steps to attempt to resolve the dispute:
    1. either party may serve a written notice on the other party stating the nature of the dispute and invoking the dispute resolution process set out in this clause; and
    2. the parties must meet within 10 business days after the date of the receipt of the dispute notice, or such other period as the parties agree in writing, and negotiate in good faith to resolve the dispute.
75. If the dispute is not resolved within 20 business days of the meeting (or such other period as agreed), either party may refer the dispute to mediation administered by the Australian Disputes Centre in accordance with its mediation guidelines. Nothing in this clause prevents a party from seeking urgent injunctive or interlocutory relief from a court.

Referral Arrangements

76. You acknowledge that we may pay or receive a fee, commission or other benefit in connection with a referral or introduction relating to the Goods and Services, whether as a one-off or on a continuing basis.

General

77. Neither party may assign, novate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other party, which must not be unreasonably withheld.
78. This Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior representations, negotiations, understandings, and agreements. Each party acknowledges it has not relied on any representation not expressly set out in this Agreement.
79. We may engage subcontractors to perform any part of the Services. We remain responsible to you for the performance of the Services regardless of any subcontracting arrangement. We will ensure any subcontractor is bound by obligations of confidentiality and data protection no less stringent than those in this Agreement.
80. We shall not be liable for any failure to perform or difference in performance attributable to accidents or circumstances beyond its reasonable control and (but not limited to) industrial actions, war, shortage of materials, fire, natural physical disaster, epidemic, act or restraint of government. In such an event, we shall be at liberty on notice to the Customer to make partial delivery or performance only or to determine the contract, and in either case without prejudice to its rights accrued there under. If a force majeure event continues for more than 30 consecutive days, either party may terminate this Agreement on written notice without liability, except for amounts already due and payable for Goods delivered or Services performed prior to termination.
81. To the extent of any inconsistency between these Terms and Conditions and any special conditions listed in the Statement of Work, the parties acknowledge and agree that the special conditions will take precedence.
82. Notices must be in writing and be sent by express or registered post with delivery confirmation to the address specified in the Statement of Work or by email with receipt confirmation. A notice is taken to be received on delivery if by hand, 3 business days after posting, or at the time of sending by email unless the sender receives an automated delivery failure message.
83. The law of New South Wales governs this agreement. We submit to the exclusive jurisdiction of the courts of New South Wales and the Federal Court of Australia.