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Terms & Conditions

Modified - 02 May 2026

Purchases from, and engagements with, Computus Australis are subject to the following terms and conditions. By accepting a quote, opening an account, or purchasing Goods or Services from Computus Australis, the Customer accepts and agrees to be bound by these Conditions.

1. Definitions

In these terms and conditions (where not inconsistent with the context):

  • 1.1 "Authorised Contact" means any individual nominated by the Customer in writing who is authorised to request account modifications, password resets, or the provisioning of new services on the Customer's behalf.
  • 1.2 "Conditions" means these Terms and Conditions, including any acceptable use policies or critical information summaries referenced herein.
  • 1.3 "Customer" means a person, firm, or corporation—jointly and severally if there is more than one—acquiring Goods, Services, or Recurring Services from Computus Australis.
  • 1.4 "Goods" or "Hardware" means physical hardware, network equipment, peripherals, or any other tangible items supplied by Computus Australis to the Customer.
  • 1.5 "Network Services" means internet access (including NBN), cellular failover, web hosting, email hosting, VoIP, or cloud infrastructure supplied by Computus Australis.
  • 1.6 "Recurring Services" means subscription-based services billed on a periodic cycle, including managed IT retainers, monitoring, software subscriptions, and Network Services.
  • 1.7 "Services" means IT support, labour, diagnostics, installation, configuration, and managed services supplied by Computus Australis to the Customer.
  • 1.8 "Software" means any operating system, application, or digital licence provided, installed, or resold by Computus Australis, whether on-premises or cloud-based.
  • 1.9 "Third-Party Services" means cloud, hosted, or Software-as-a-Service (SaaS) products operated by upstream vendors (such as Microsoft, Google, or Barracuda) and resold or administered by Computus Australis.
  • 1.10 "Business Hours" means 8:30 AM to 5:00 PM Australian Eastern Standard Time (AEST) or Australian Eastern Daylight Time (AEDT) as applicable, Monday through Friday, excluding gazetted public holidays in New South Wales.

2. Basis of Contract

2.1 Unless otherwise agreed by Computus Australis in writing, these Conditions apply exclusively to every contract for the sale of Goods, Services, or Recurring Services by Computus Australis to the Customer. These Conditions expressly override and exclude any alternate terms or conditions stipulated, incorporated, or referred to by the Customer (including any terms attached to a Customer's Purchase Order).

2.2 In the event of any inconsistency between these Conditions and a formally executed Master Services Agreement (MSA) or Statement of Work (SOW) signed by both Parties, the terms of the specific MSA or SOW shall prevail to the extent of the inconsistency.

2.3 Any verbal quote provided by Computus Australis is given as a guide based on the limited information provided by the Customer. A verbal quote is intended to give an estimate of the price and does not constitute a binding contractual offer or an assurance that the Goods or Services will be sold at that price.

2.4 Any written quotation provided by Computus Australis is valid for seven (7) days from the date of issue unless otherwise stated. Notwithstanding the foregoing, Computus Australis reserves the right to amend, suspend, or withdraw a written quotation at any time prior to written acceptance by the Customer in order to correct typographical or clerical errors (Errors and Omissions Excepted), or to reflect unforeseen fluctuations in third-party vendor costs, foreign exchange rates, shipping costs, or hardware availability.

2.5 GST and Taxes. Unless explicitly stated otherwise in writing, all prices, quotes, and fees provided by Computus Australis are strictly exclusive of the Australian Goods and Services Tax (GST). GST will be added to the final invoice at the prevailing statutory rate.

3. Charges and Payment

3.1 Payment for Goods and Services must be made by cash, electronic funds transfer (EFT), debit card, credit card, or Direct Debit.

3.2 Unless alternative payment terms have been explicitly agreed to in writing by Computus Australis (such as approved 30-day accounts), payment terms are strictly determined by the type of service invoiced:

  • 3.2.1 Invoices containing Telecommunications, Internet (including NBN), or VoIP services are due within fourteen (14) days from the date of the invoice, in accordance with the Telecommunications Consumer Protections (TCP) Code.
  • 3.2.2 Invoices for all other standard IT Services, Hardware, and Software subscriptions are due within seven (7) days from the date of the invoice.
  • 3.2.3 For casual, break-fix, or walk-in services, Computus Australis reserves the right to require payment on or prior to the completion of the work or collection of the Goods.

3.3 Labour charges are calculated based on the type of support provided:

  • 3.3.1 On-site visits are charged at a minimum of one (1) hour, with any subsequent time billed in thirty (30) minute increments. Any part thereof is chargeable at the same rate as a full half-hour.
  • 3.3.2 Remote support, Helpdesk assistance, and telephone support are billed in fifteen (15) minute increments, unless covered under a fixed-fee Recurring Service agreement.

3.4 Out-of-Hours Surcharges. Any Services requested by the Customer to be performed strictly outside of standard Business Hours, or on weekends and New South Wales public holidays, will be subject to an out-of-hours multiplier. Unless otherwise quoted or governed by an active Managed Services Agreement, after-hours and Saturday labour is billed at one and a half times (1.5x) the standard hourly rate, and Sunday or public holiday labour is billed at double (2x) the standard hourly rate.

3.5 Call-out fees and/or travel fees may be applied at appropriate rates dependent on the Customer's location outside the Hawkesbury region.

3.6 Hardware and Software Deposits. Computus Australis reserves the right to require a non-refundable deposit—up to 100% of the total Hardware or Software licensing cost—prior to procuring Goods or initiating major project Services. The Customer acknowledges that this deposit represents a genuine pre-estimate of Computus Australis's unmitigable out-of-pocket costs to upstream distributors. As per Clause 7.2, procurement lead times commence only after this deposit has cleared.

3.7 Invoice Disputes. For standard IT Services and Hardware, the Customer must raise any dispute regarding an invoice in writing within seven (7) days of the invoice date; if no dispute is raised within this timeframe, the invoice shall be deemed accepted. For invoices containing Telecommunications, Internet, or VoIP services, dispute timeframes will be handled strictly in accordance with the Telecommunications (Consumer Complaints Handling) Industry Standard. In the event of any dispute, the undisputed portion of the invoice remains strictly payable by the original due date.

3.8 Direct Debit Arrangements. Where the Customer elects or is required by Computus Australis to pay via Direct Debit:

  • 3.8.1 The Customer authorises Computus Australis (or its nominated third-party payment gateway) to automatically debit the Customer's nominated bank account or credit card for the full amount of any outstanding invoices on the due date.
  • 3.8.2 The Customer must ensure that sufficient cleared funds are available in the nominated account to allow the debit payment to be processed successfully.
  • 3.8.3 If a Direct Debit transaction is dishonoured or returned unpaid by the Customer's financial institution, Computus Australis reserves the right to pass on any bank dishonour fees incurred, in addition to the standard default and administrative fees outlined in Clause 4.
  • 3.8.4 The Customer must provide at least three (3) working days' notice to Computus Australis to cancel or update their Direct Debit authority. Cancelling a Direct Debit authority (whether through Computus Australis or directly via the Customer's bank) does not terminate any active Recurring Services or relieve the Customer of their obligation to pay any outstanding or ongoing invoices by alternate means.

4. Payment Default

4.1 If the Customer defaults in payment by the due date of any amount payable to Computus Australis, or if any cheque drawn by the Customer is dishonoured, Computus Australis may issue a written notice of default. If the default is not remedied within seven (7) days of such notice, all money which would become payable by the Customer to Computus Australis at a later date on any account becomes immediately due and payable. In the event of a default, Computus Australis may, without prejudice to any other remedy available:

  • 4.1.1 charge the Customer interest on any sum due at the rate of 10% per annum for the period from the due date until the date of payment in full;
  • 4.1.2 charge the Customer a flat monthly administrative fee of $25.00 for each month or part thereof that the account remains overdue, to cover the cost of account maintenance and debt monitoring, which the Customer acknowledges represents a genuine pre-estimate of the administrative costs incurred by Computus Australis in managing the default;
  • 4.1.3 charge the Customer for all expenses and costs (including debt collection agency fees, legal costs on a full indemnity basis, and dishonoured cheque fees) incurred by Computus Australis resulting from the default and in taking whatever action it deems appropriate to recover any sum due;
  • 4.1.4 cease or suspend for such period as Computus Australis thinks fit, the supply of any further Goods, Services, or Recurring Services to the Customer. The Customer acknowledges that suspension of Third-Party Services (such as Microsoft 365 or web hosting) for non-payment may result in the upstream vendor permanently deleting Customer data, for which Computus Australis accepts no liability. However, suspension of any telecommunications, internet, or VoIP service will be conducted strictly in accordance with the notice periods and financial hardship provisions required by the Telecommunications Consumer Protections (TCP) Code;
  • 4.1.5 by notice in writing to the Customer, terminate any contract with the Customer so far as unperformed by Computus Australis, without effect on the accrued rights of Computus Australis under any contract.

5. Passing of Property and PPSA

5.1 Title and property in all Goods remain vested in Computus Australis and do not pass to the Customer until full payment in cleared funds is received by Computus Australis for all Goods supplied, as well as all other amounts owing to Computus Australis by the Customer.

5.2 Until full payment is received, the Customer holds the Goods as a bailee and fiduciary agent for Computus Australis and must store the Goods separately and in a manner that clearly identifies them as the property of Computus Australis.

5.3 If the Customer defaults on payment, Computus Australis reserves the right to reclaim the Goods. For this purpose, the Customer irrevocably licenses Computus Australis, its employees, and agents to lawfully enter any premises where Computus Australis reasonably suspects the Goods are located, during standard Business Hours, to remove them. The Customer indemnifies Computus Australis from and against all costs, claims, or actions by any party arising from such lawful recovery action.

5.4 Personal Property Securities Act 2009 (PPSA). The Customer acknowledges and agrees that:

  • 5.4.1 these Conditions constitute a Security Agreement for the purposes of the PPSA;
  • 5.4.2 a Security Interest (including a Purchase Money Security Interest) is taken in all Goods previously supplied and all Goods that will be supplied in the future by Computus Australis to the Customer to secure payment of all monies owed;
  • 5.4.3 it will execute any documents and provide any information Computus Australis reasonably requires to register a financing statement or financing change statement on the Personal Property Securities Register (PPSR);
  • 5.4.4 it waives its right to receive a verification statement under section 157 of the PPSA; and
  • 5.4.5 to the maximum extent permitted by law, the Customer waives its rights and contracts out of its obligations under sections 95, 118, 121(4), 125, 130, 132(3)(d), 132(4), 135, 142, and 143 of the PPSA.

5.5 Software and Licenses. Title to any Software, digital licenses, or Third-Party Services never passes to the Customer. The Customer is granted a revocable, non-exclusive licence to use the Software, which is entirely conditional upon the Customer's accounts with Computus Australis remaining in good standing. Computus Australis reserves the right to revoke, suspend, or terminate any digital licences for non-payment.

6. Risk and Insurance

6.1 The risk of loss, theft, damage, or otherwise in respect of the Goods will pass to the Customer immediately upon the occurrence of the first of the following events:

  • 6.1.1 physical delivery of the Goods to the premises nominated by the Customer;
  • 6.1.2 collection of the Goods by the Customer or the Customer's nominated agent or courier from Computus Australis's premises; or
  • 6.1.3 dispatch of the Goods directly from Computus Australis's upstream distributor or supplier (drop-shipping) to the Customer.

6.2 From the moment risk passes, the Customer is solely responsible for insuring the Goods for their full replacement value against all risks. Computus Australis accepts no liability for hardware damaged or lost in transit where the Customer has arranged their own collection or freight.

7. Delivery and Procurement

7.1 Any period or date for delivery of Goods or provision of Services stated by Computus Australis is intended as an estimate only and is not a contractual commitment. Computus Australis will use its best reasonable endeavours to meet any estimated dates, but accepts no liability for delays caused by third-party logistics, shipping couriers, global supply chain shortages, or vendor backorders.

7.2 Procurement Protocol: Hardware and software license lead times commence ONLY after payment clearance has been confirmed by Computus Australis's financial institution.

7.3 Partial Deliveries: Computus Australis reserves the right to make partial deliveries of Goods or Services. Each partial delivery may be invoiced separately, and the Customer must pay such invoices in accordance with Clause 3, notwithstanding that the overall order remains incomplete.

8. Warranties and Labor

8.1 Diagnostics and Troubleshooting. Computus Australis charges for diagnostic and troubleshooting labor at its standard rates. At its sole discretion, Computus Australis may elect to waive diagnostic fees for basic hardware faults if no root cause can be identified. However, the Customer acknowledges that complex forensics, data recovery attempts, and troubleshooting of legacy or unsupported systems are fully billable, regardless of whether the hardware or software is ultimately capable of being repaired. Computus Australis does not warrant that it will be able to fix all problems it diagnoses.

8.2 Manufacturer Warranties and RMA Labour. All Goods supplied are covered by the respective manufacturer's warranty. The Customer acknowledges that manufacturer warranties cover the replacement or repair of the physical hardware only. Unless the Customer has an active Managed Services agreement that explicitly includes warranty management, any labour provided by Computus Australis to facilitate a warranty claim—including but not limited to logging vendor tickets, data backup, packaging, shipping, and re-installation or re-configuration of the repaired or replaced Goods—is entirely billable to the Customer at standard hourly rates.

8.3 Service Warranties. Services supplied by Computus Australis shall be covered by a workmanship warranty (for the exact same fault only) for a period of seven (7) days from the date of service. Any warranty claims for labour defects must be reported to Computus Australis in writing within this 7-day period. This warranty is void if the Customer or a third party alters the configuration after the service is completed.

8.4 No Guarantee of Uninterrupted Operation. Nothing in this Clause 8 will be construed as a warranty or condition that the operation of the hardware or software will be uninterrupted or error-free. The Customer understands and accepts that hardware and software (and information technology and communications products generally) may have errors and may encounter unexpected problems. Accordingly, the Customer may experience downtime and errors. Without limiting the obligations set out in Clause 9, the Customer will put in place reasonable internal procedures and processes to enable it to minimise any inconvenience and any adverse financial impact of any such downtime or error.

9. Customer's Responsibilities

9.1 Data Backup as a Pre-Condition of Service. The Customer shall, as a fundamental term of these Conditions, maintain a current, verified, and complete backup of all software, data, and files stored on any device prior to the commencement of any service by Computus Australis (whether performed on-site, remotely, or at the Computus Australis workshop). Computus Australis and its third-party service providers shall not be responsible or liable at any time for any loss, alteration, or corruption of any such software, data, or files during the provision of Services.

9.2 Licensing Compliance and Indemnity. Unless a specific software license is explicitly procured and managed by Computus Australis on behalf of the Customer, the Customer is solely responsible for ensuring they hold valid, legal licenses for all software installed on their network. The Customer indemnifies Computus Australis against any claims, fines, or legal action arising from software piracy, copyright infringement, or licensing shortfalls discovered on the Customer's hardware.

9.3 Physical and Logical Access. The Customer must provide Computus Australis personnel with timely physical access to premises, as well as logical access to systems (including necessary administrative credentials, passwords, and network access) required to perform the Services. If Computus Australis personnel are delayed in performing their duties due to the Customer's failure to provide such access, the Customer agrees that all resulting "wait time" or "standby time" is fully billable at Computus Australis's standard hourly rates.

9.4 Workplace Health and Safety (WHS). The Customer must ensure that their premises provide a safe working environment for Computus Australis personnel, free from hazardous materials, unsafe electrical wiring, aggressive animals, or severe unsanitary conditions, in accordance with NSW Workplace Health and Safety regulations. Computus Australis reserves the right to refuse, suspend, or terminate on-site services immediately, without penalty or liability, if its personnel reasonably deem the site to be unsafe.

9.5 Uncollected Goods. Where the Customer leaves hardware or equipment with Computus Australis for repair, diagnosis, or upgrade, and fails to collect the equipment or authorise repairs after being notified, Computus Australis reserves the right to dispose of, recycle, or sell the equipment to recover unpaid diagnostic or storage fees in accordance with the tiered notice periods set out in the Uncollected Goods Act 1995 (NSW), which range from 14 to 28 days depending on the value of the Goods.

10. Liability

10.1 Exclusions. To the maximum extent permitted by law, all conditions, warranties, representations, indemnities, and guarantees with respect to the Software, Services, or other Goods provided by Computus Australis under these Conditions, that may otherwise be implied by statute, law, equity, trade custom, prior dealings between the Parties or otherwise (including, but not limited to, any implied warranty of merchantability, fitness for particular purpose, quiet enjoyment or non-infringement) are hereby expressly excluded.

10.2 Limitation of Liability. Except to the extent specifically provided in these Conditions, Computus Australis's sole liability to the Customer for any and all breaches of any term or terms of these Conditions, whether express or implied, shall be limited to:

  • 10.2.1 Subject to sub-clauses 10.2.2, 10.2.3, and 10.2.4, the aggregate amount of the fees and charges actually paid by the Customer to Computus Australis in the six (6) months immediately preceding the event giving rise to the claim;

  • 10.2.2 In relation to hardware if supplied to the Customer as a consumer (as defined in the Australian Consumer Law, Schedule 2 to the Competition and Consumer Act 2010 (Cth)):

    • a. the replacement of the hardware or the supply of equivalent hardware; or
    • b. payment of the cost of replacing the hardware or acquiring equivalent hardware; or
    • c. the repair of the hardware or payment of the cost of having the hardware repaired; and

  • 10.2.3 In relation to software if supplied to the Customer as a consumer (as defined in the Australian Consumer Law, Schedule 2 to the Competition and Consumer Act 2010 (Cth)):

    • a. the replacement of the software or the supply of equivalent software; or
    • b. payment of the cost of replacing the software or acquiring equivalent software; or
    • c. the repair of the software or payment of the cost of having the software repaired; and

  • 10.2.4 In relation to services if supplied to the Customer as a consumer (as defined in the Australian Consumer Law, Schedule 2 to the Competition and Consumer Act 2010 (Cth)):

    • a. the supplying of the services again; or
    • b. the payment of the cost of having the services supplied again,

    as in each case, Computus Australis may elect.

10.3 Third-Party and Environmental Faults. In no event will Computus Australis be liable to the Customer or to any third party under or in connection with these Conditions or in respect of the use of (or failure or performance of) the Hardware, Software, or the supply of the Services for malfunctions or failures caused directly or indirectly by:

  • 10.3.1 any third party, including telecommunications providers, upstream cloud vendors, or civil contractors;
  • 10.3.2 actions of Computus Australis that were expressly or impliedly authorised by the Customer, or by the Customer's employees or agents;
  • 10.3.3 accident, misuse, or abuse by anyone other than Computus Australis;
  • 10.3.4 alteration or modification of the hardware or software by anyone other than Computus Australis;
  • 10.3.5 products (including any hardware or software) not licensed or supplied by Computus Australis that are attached to or used with the hardware or software;
  • 10.3.6 the Customer's failure to provide a proper operating, secure, and working environment for the hardware or software;
  • 10.3.7 damage during any movement, relocation, or re-installation of the hardware or software;
  • 10.3.8 power surge, brownout, or electrical failure;
  • 10.3.9 acts of God or acts outside Computus Australis's reasonable control; or
  • 10.3.10 normal wear and tear.

10.4 Transport and Warranty Costs. Any replacement of parts under warranty will be carried out at the premises nominated by Computus Australis. The cost and risk of transport of any defective part to the nominated premises is the responsibility of the Customer.

10.5 Exclusion of Consequential Loss and Data Loss. In no event will Computus Australis be liable to the Customer or to any third party under or in connection with these Conditions or in respect of the use of (or failure or performance of) the Hardware, Software or the supply of the Services for:

  • 10.5.1 any loss of profit, business interruption, loss of or damage to goodwill, and/or any expectation benefit;
  • 10.5.2 the Customer's liability to any third party;
  • 10.5.3 incidental, consequential, special, exemplary or punitive damages of any nature, howsoever arising or caused, whether such liability is asserted on the basis of statute, contract, tort (including negligence or strict liability), equity or otherwise, even if Computus Australis has been advised of the possibility of such loss or damage; or
  • 10.5.4 the loss, corruption, or unrecoverability of data, or the financial costs associated with forensic data recovery or database reconstruction.

10.6 Delays. To the extent permitted by law, Computus Australis will not be liable for any consequential loss, business interruption, or secondary damage suffered by the Customer where Computus Australis has failed to meet an estimated delivery date. Where Computus Australis cancels the supply of Goods or Services prior to delivery, the Customer's sole remedy shall be a refund of any monies pre-paid for those specific unsupplied Goods or Services.

10.7 Proportionate Liability. Computus Australis's liability for any claim under these Conditions will be reduced proportionately to the extent that any act, omission, or negligence by the Customer, its employees, Authorised Contacts, or third parties contributed to the loss, damage, or breach.

10.8 Non-Excludable Rights. Nothing contained in these Conditions excludes, restricts or modifies any:

  • 10.8.1 implied condition, warranty or other implied obligation in relation to these Conditions or the Software and Services where pursuant to applicable law to do so is unlawful or void; or
  • 10.8.2 liability for fraud or deceit; or
  • 10.8.3 liability for death or personal injury caused by the negligence of either Party.

11. Copyright and Licensing of Software

11.1 Customer-Provided Software. Computus Australis will not be responsible to the Customer or any third party for any breach of any software licence in respect of software provided to Computus Australis by the Customer to be installed on a Customer's hardware. The Customer hereby warrants that it has a valid licence in respect of such software and shall indemnify Computus Australis against any loss, damage, costs, harm, or other expense whatsoever arising either directly or indirectly as a result of Computus Australis installing software at the request of the Customer.

11.2 Computus-Supplied Software. Where Computus Australis supplies, resells, or provisions Software or Third-Party Services to the Customer, the Customer acknowledges that such Software is licensed, not sold. The Customer's use of the Software is strictly subject to the End User License Agreement (EULA), Terms of Service, and Acceptable Use Policies of the respective upstream software vendor (e.g., Microsoft, Google, Barracuda).

11.3 Restrictions. The Customer must not, and must not permit any third party to: copy, decompile, reverse-engineer, modify, or distribute any Software supplied by Computus Australis; or sub-license, rent, or lease the Software to any third party without the express written consent of Computus Australis and the relevant software vendor.

12. Cancellation and Restocking

12.1 Computus Australis Cancellation. If, through circumstances beyond the reasonable control of Computus Australis (including but not limited to global supply chain shortages, vendor discontinuation, or severe weather events), Computus Australis is unable to effect delivery or provision of Goods or Services, Computus Australis may cancel the Customer's order (even if it has already been accepted) by notice in writing to the Customer. In such an event, the Customer's sole remedy shall be a full refund of any pre-paid amounts for the unfulfilled Goods or Services.

12.2 Short-Notice Service Cancellation. If the Customer gives less than four (4) Business Hours' notice to Computus Australis to cancel any request for standard on-site service, Computus Australis may charge a cancellation fee of $88.00, which the Customer acknowledges represents a genuine pre-estimate of the dispatch and administrative costs caused by the late cancellation.

12.3 Full-Day Booking Cancellation. If the Customer gives less than two (2) full Business Days' notice to Computus Australis to cancel any full-day booking or project block, Computus Australis may charge a cancellation fee equal to the quoted labour for that full-day booking, as the Customer acknowledges this represents a genuine pre-estimate of the unmitigable loss and unrecoverable scheduling costs caused by the late cancellation.

12.4 Procurement and Hardware Cancellation. The Customer acknowledges that orders for Hardware, custom-built systems, or specialised Software licences (including annual commitments) become binding once Computus Australis places the order with its upstream distributor. Such orders cannot be cancelled by the Customer. If Computus Australis, at its sole discretion, agrees to accept a cancellation or return of Hardware, the Customer will be liable for any restocking fees, return freight costs, and administrative fees imposed by the upstream distributor, which may be up to 50% of the total Hardware value.

13. Cybersecurity and Breach Liability

13.1 Computus Australis implements industry-standard security measures where engaged to do so, which may include endpoint protection, email filtering, patch management, multi-factor authentication, and backup solutions. The Customer acknowledges that no security tool, configuration, or combination of products can provide absolute protection against cyber threats.

13.2 Computus Australis does not warrant or guarantee that any system, network, device, or account supplied, configured, or maintained by it will be immune to:

  • 13.2.1 zero-day exploits, vulnerabilities, or previously unknown attack vectors;
  • 13.2.2 phishing, social engineering, business email compromise, or credential theft;
  • 13.2.3 ransomware, malware, viruses, trojans, worms, or other malicious code;
  • 13.2.4 denial-of-service attacks, network intrusions, or unauthorised access; or
  • 13.2.5 the actions of malicious insiders or compromised third-party suppliers.

13.3 To the maximum extent permitted by law, Computus Australis shall have no liability to the Customer or any third party for any loss, damage, ransom payment, data loss, data exfiltration, reputational harm, regulatory penalty, or business interruption arising directly or indirectly from a cyber attack, security breach, unauthorised access, or financial losses resulting from Business Email Compromise (BEC), social engineering, or fraudulent wire transfers authorised by the Customer, regardless of whether Computus Australis provided security-related products or services to the Customer.

13.4 The Customer acknowledges that effective cybersecurity is a shared responsibility and that the Customer must:

  • 13.4.1 maintain current, tested, and offline (or immutable) backups of all critical data;
  • 13.4.2 train its personnel to recognise phishing and social engineering attempts;
  • 13.4.3 apply security recommendations made by Computus Australis in writing within a reasonable timeframe; and
  • 13.4.4 promptly notify Computus Australis of any suspected security incident.

13.5 Where the Customer declines, defers, or fails to implement security measures recommended by Computus Australis in writing, Computus Australis shall have no liability whatsoever for any incident that the declined measure may have prevented or mitigated.

13.6 Unauthorised Modifications. Computus Australis's liability, warranties, and any applicable Service Level Agreements are immediately voided if the Customer, its employees, or any unauthorised third party makes administrative changes, installs unapproved software, alters firewall configurations, or connects unauthorised networking equipment to the managed IT environment without the prior written consent of Computus Australis.

14. Cloud Services and Third-Party SaaS

14.1 Computus Australis may resell, provision, configure, or administer third-party cloud, hosted, or Software-as-a-Service (SaaS) products on behalf of the Customer, including but not limited to Microsoft 365, Microsoft Azure, Google Workspace, domain registration, DNS hosting, web hosting, backup-as-a-service, and security-as-a-service offerings ("Third-Party Services").

14.2 All Third-Party Services are subject to the terms, conditions, acceptable use policies, privacy policies, and Service Level Agreements (SLAs) of the upstream vendor. The Customer is bound by those upstream terms and is responsible for reviewing them.

14.3 Computus Australis is not the operator of, and does not control, any Third-Party Service. Computus Australis is not liable for:

  • 14.3.1 outages, downtime, latency, or degraded performance of any Third-Party Service;
  • 14.3.2 loss, corruption, deletion, or unavailability of data stored within a Third-Party Service, including data lost due to vendor error, vendor insolvency, or vendor account suspension;
  • 14.3.3 unilateral changes to pricing, features, terms, regions, or product availability made by the upstream vendor; or
  • 14.3.4 any breach of the upstream vendor's systems, including any incident affecting the vendor's other customers globally.

14.4 Where a Third-Party Service fails, Computus Australis's sole obligation (subject to payment of applicable fees) is to assist the Customer in lodging a support case with the upstream vendor and to apply any recovery, restore, or remediation tooling that the upstream vendor makes available. Computus Australis is not obliged to provide financial compensation, refunds, or service credits in respect of upstream vendor failures except to the extent that it actually receives a corresponding credit from the upstream vendor and elects, in its discretion, to pass that credit through to the Customer.

14.5 The Customer acknowledges that primary data protection for cloud-hosted data (including but not limited to mailboxes, files, and SaaS application data) is the Customer's responsibility, and that Computus Australis recommends a separate, independent third-party backup of all cloud data. Where the Customer has not engaged Computus Australis to provide such a backup, Computus Australis has no liability for data loss within a Third-Party Service.

15. Recurring Services, Renewals and Cancellation Notice

15.1 This clause applies to all recurring or subscription-based services supplied by Computus Australis, including but not limited to managed IT services, monitoring, support retainers, VoIP, internet access, web hosting, domain registration, email hosting, backup services, security services, and resold software subscriptions such as Microsoft 365 ("Recurring Services").

15.2 Recurring Services are billed in advance on a monthly, annual, or other agreed cycle. Invoices for Recurring Services are payable in accordance with Clause 3 regardless of whether the Customer has used the service during the relevant billing period.

15.3 Unless a separate signed agreement specifies otherwise, month-to-month Recurring Services automatically renew at the end of each billing cycle. For fixed-term or annual commitments, Computus Australis will provide written notice to the Customer prior to the expiration of the term; if the Customer does not provide a cancellation notice, the service will automatically renew for successive terms of equal length.

15.4 To cancel any Recurring Service, the Customer must provide written notice to Computus Australis (email to a Computus Australis business address is sufficient) no less than:

  • 15.4.1 thirty (30) days prior to the next billing date for month-to-month managed services, VoIP, web hosting, email hosting, and similar month-to-month subscriptions; and
  • 15.4.2 sixty (60) days prior to the renewal date for any annual term, fixed-term agreement, or vendor-locked subscription (such as annual Microsoft 365 commitments).

15.5 Where the upstream vendor's terms impose a longer minimum commitment, lock-in, or non-cancellable term (for example, an annual Microsoft New Commerce Experience subscription), the Customer remains liable to Computus Australis for the full remaining term regardless of when notice is given.

15.6 Cancellation does not relieve the Customer of liability for charges accrued or invoiced prior to the effective date of cancellation. Pre-paid fees are non-refundable except where required by law.

15.7 The Customer remains liable for the current billing period's invoice in full where the Customer transfers, ports, migrates, or otherwise moves a service (including domain names, mailboxes, or phone numbers) away from Computus Australis without first providing the notice required by this clause.

15.8 Offboarding and Transition. Upon termination of any services, Computus Australis will reasonably assist the Customer in transitioning to a new provider. However, the Customer acknowledges that:

  • 15.8.1 transition assistance, data extraction, and administrative handover tasks are billable at Computus Australis's standard hourly rates; and
  • 15.8.2 Computus Australis reserves the right to withhold administrative credentials, network documentation, and transition assistance until all outstanding invoices on the Customer's account have been paid in full in cleared funds.

15.9 Scope of Managed Services. Unless explicitly defined in a separate Master Services Agreement (MSA) or Statement of Work (SOW), standard managed IT support fees cover only the day-to-day maintenance and troubleshooting of the Customer's existing, documented IT environment. Project work—including but not limited to office relocations, new server deployments, onboarding of new hardware not purchased through Computus Australis, major software migrations, and post-breach ransomware rebuilds—falls outside the scope of standard support and will be quoted and billed separately as distinct projects.

15.10 Annual Price Variations. Computus Australis reserves the right to increase the fees for Recurring Services no more than once per calendar year to reflect increases in the Consumer Price Index (CPI) or increased upstream vendor costs. Computus Australis will provide a minimum of thirty (30) days' written notice of any such increase. If the Customer does not agree to the increase, they may terminate the affected service by providing notice in accordance with Clause 15.4 prior to the increase taking effect.

16. Acceptable Use

16.1 The Customer must not use, and must not permit any other person to use, any internet access, web hosting, email hosting, VoIP, cloud, or network service supplied by Computus Australis ("Network Services") to:

  • 16.1.1 engage in any activity that is unlawful under the laws of the Commonwealth of Australia, the State of New South Wales, or any other jurisdiction whose laws apply to the activity;
  • 16.1.2 transmit, store, host, or distribute malware, viruses, ransomware, exploit code, or any other malicious software;
  • 16.1.3 send unsolicited bulk or commercial email (spam), engage in phishing, or operate a mailing list that does not comply with the Spam Act 2003 (Cth);
  • 16.1.4 infringe the intellectual property rights of any third party, including by hosting, downloading, or distributing copyrighted material without authorisation;
  • 16.1.5 host, store, or distribute material that is obscene, defamatory, threatening, harassing, or otherwise unlawful, including child exploitation material;
  • 16.1.6 conduct port scanning, vulnerability scanning, penetration testing, or any form of network attack against any system without the documented authorisation of the system owner;
  • 16.1.7 operate open relays, open proxies, anonymisation services, cryptocurrency mining operations on shared infrastructure, or services designed to obscure the source of network traffic; or
  • 16.1.8 engage in any activity that may cause Computus Australis's IP addresses, domains, or infrastructure to be blacklisted, throttled, or de-peered by any third party.

16.2 Computus Australis may, acting reasonably and without prior notice, suspend, throttle, filter, or terminate any Network Service where it has reasonable grounds to believe the service is being used in breach of Clause 16.1, or where required to do so by law, court order, or by an upstream provider.

16.3 Suspension or termination under this clause does not entitle the Customer to any refund, rebate, or service credit, and does not release the Customer from any liability for charges accrued up to and including the date of suspension or termination.

16.4 The Customer indemnifies Computus Australis against all loss, damage, costs (including legal costs on a full indemnity basis), fines, penalties, and third-party claims arising out of or in connection with any breach of Clause 16.1 by the Customer or any person using the Customer's services.

17. Confidentiality and Privacy

17.1 In the course of providing Goods and Services, Computus Australis and its personnel may obtain access to confidential information of the Customer, including but not limited to email, documents, financial records, human resources records, customer lists, credentials, and personal information of the Customer's employees, customers, and contacts ("Customer Confidential Information").

17.2 Computus Australis will:

  • 17.2.1 treat all Customer Confidential Information as strictly confidential;
  • 17.2.2 use Customer Confidential Information only to the extent reasonably necessary to provide the Goods or Services requested by the Customer or as required by law;
  • 17.2.3 restrict access to Customer Confidential Information to personnel and subcontractors who have a legitimate need to access it for the purpose of providing the Services; and
  • 17.2.4 require its personnel and subcontractors to be bound by confidentiality obligations no less protective than those set out in this clause.

17.3 Clause 17.2 does not apply to information that:

  • 17.3.1 is or becomes publicly available other than through a breach of these Conditions;
  • 17.3.2 was lawfully known to Computus Australis without a duty of confidence prior to disclosure by the Customer;
  • 17.3.3 is independently developed by Computus Australis without reference to Customer Confidential Information; or
  • 17.3.4 is required to be disclosed by law, regulation, court order, or a binding request from a law enforcement or regulatory authority.

17.4 Computus Australis handles personal information in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles. In the event of an eligible data breach under the Notifiable Data Breaches (NDB) scheme affecting Customer data, Computus Australis will promptly notify the Customer. The Customer acknowledges that they retain primary responsibility for assessing the breach and notifying affected individuals and the Office of the Australian Information Commissioner (OAIC), unless otherwise agreed in writing.

17.5 The Customer authorises Computus Australis to access, copy, transmit, and otherwise handle data within the Customer's systems and accounts to the extent reasonably necessary to deliver the requested Services, including remote support, troubleshooting, backup, recovery, monitoring, and security operations.

17.6 The obligations in this Clause 17 survive termination of any contract between the Parties.

17.7 Authorised Contacts. Computus Australis will only accept instructions regarding account modifications, password resets, data extraction, or provisioning of new services from individuals previously nominated by the Customer in writing as "Authorised Contacts". Computus Australis accepts no liability for delays or business interruption caused by its refusal to execute instructions from unverified or unauthorised personnel.

18. Telecommunications, Internet, and VoIP Services

18.1 Service Availability and "Best Effort" Delivery. Unless specifically outlined in a separate Enterprise Service Level Agreement (SLA), all internet (including nbn®️ Fixed Wireless, FTTB, FTTC, FTTN, FTTP, HFC, etc.), mobile data, and VoIP services provided by Computus Australis are delivered on a "best effort" basis. Computus Australis does not guarantee uninterrupted service, zero packet loss, or specific target restoration times in the event of a fault.

18.2 Wholesale Infrastructure and Outage Compensation. Computus Australis provisions telecommunications services via third-party wholesale network providers.

  • 18.2.1 Computus Australis is not liable for service disruptions caused by upstream network faults, scheduled maintenance, or third-party damage to infrastructure (such as civil contractors damaging fibre optic lines).
  • 18.2.2 Standard residential and business internet plans do not include automatic outage rebates or compensation. Any service credits applied to a Customer's account due to prolonged outages are provided entirely at the discretion of Computus Australis or strictly in accordance with rebates provided to Computus Australis by the upstream wholesale provider.

18.3 Mobile Data and Cellular Failover (4G/5G). Where a Customer utilises a 4G or 5G cellular backup or failover service (whether standalone or integrated into a primary router):

  • 18.3.1 The Customer acknowledges that cellular network performance is subject to environmental factors, hardware placement, and localized cell tower congestion.
  • 18.3.2 In the event of a localized fixed-line (NBN) outage, local cellular towers may become heavily congested. Computus Australis does not guarantee that cellular failover will provide sufficient bandwidth to maintain normal business operations or prevent business interruption during widespread infrastructure failures.

18.4 Voice over IP (VoIP) and Emergency Services.

  • 18.4.1 The Customer acknowledges that VoIP services are dependent on a stable internet connection and a continuous mains power supply.
  • 18.4.2 In the event of a power outage or an internet disruption, the Customer's VoIP service will not function. Consequently, the Customer will be unable to make or receive calls, including emergency calls to 000. It is the Customer's responsibility to ensure they have an alternative communication method (such as a mobile phone) available for emergency situations.

18.5 Limitation of Liability for Business Disruption. Reiterating Clause 10.5, Computus Australis accepts no liability for any loss of revenue, payroll expenses, business interruption, or consequential damages resulting from the loss of telecommunications, internet, or VoIP services, regardless of the root cause of the outage.

19. Entire Agreement

19.1 To the extent permitted by law, in relation to its subject matter, these Conditions:

  • 19.1.1 embody and constitute the entire legal and contractual relationship of the Parties, including the entire terms agreed by the Parties; and
  • 19.1.2 supersede, replace and terminate by mutual consent any prior written or oral representations, negotiations, understandings, agreements or contracts between the Parties.

20. Governing Law

20.1 This Agreement is governed by and must be construed according to the law applying in New South Wales. The Parties hereby irrevocably submit to the exclusive jurisdiction of the courts of New South Wales.

21. Non-Solicitation

21.1 During the term of any agreement with Computus Australis, and for a period of twelve (12) months immediately following the termination or expiration of such agreement, the Customer must not, without the prior written consent of Computus Australis, directly or indirectly solicit, employ, or engage as an independent contractor any current employee or contractor of Computus Australis.

21.2 In the event the Customer breaches Clause 21.1, the Customer agrees to pay Computus Australis a placement fee equal to fifty percent (50%) of the employee's or contractor's annualized starting salary or contractor fee with the Customer, which the Parties agree is a genuine pre-estimate of the cost to Computus Australis of recruiting and training a suitable replacement.

22. Force Majeure

22.1 Computus Australis shall not be liable for any failure or delay in the performance of its obligations under these Conditions if such failure or delay is due to causes beyond its reasonable control, including but not limited to acts of God, severe weather events, floods, fires, pandemics, acts of terrorism, war, strikes, global supply chain failures, or catastrophic telecommunications infrastructure failures.

23. Severability

23.1 If any provision of these Conditions is judged invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be severed from the contract, and the remainder of the provisions herein shall continue in full force and effect as if these Conditions had been executed with the invalid provision eliminated.