THE PARTIES AGREE AS FOLLOWS:

This Agreement is a Standard Form of Agreement formulated in accordance with Part 23 of the Telecommunications Act. Accordingly, the terms of this Agreement apply to our provision of a Service to you, except to the extent that we agree in writing that different terms will apply, in which case those different terms will apply to the extent of any inconsistency. If you obtain a Service from us, you do so in accordance with the Terms and Conditions contained in the documents which comprise your Agreement with us.

1. Definitions 

In Terms and Conditions, unless inconsistent with the context or subject matter, the following terms shall have the following meanings:

1. “Agreement”means any agreement or arrangement entered into between the Supplier and the Customer for the delivery of the Services and is comprised of the Documents. 
2. “Australian Consumer Law” means Schedule 2 of the Competition and Consumer Act 2010 (Cth).
3. “Business Day” means a day that is not Saturday, Sunday or public holiday in Darwin in the Northern Territory of Australia. 
4. “Charge” means a fee payable for a Service and any other amount payable by you in accordance with the terms of our Agreement
5. “Claim” means any claim, demand, action or proceeding of any kind for any cost, expense, damage, loss, liability, fine, penalty or other amount arising under, out of or in connection with this Agreement, whether arising in contract, tort, equity, under statute or any other legal basis. 
6. “Confidential Information”means all information, documents, ideas, concepts, know how, knowledge, forms, specifications, processes, statements, correspondence, meeting minutes, formulae, trade secrets, drawings, specifications, data and any other information (and copies and extracts made of or from that information and data) supplied by the Supplier concerning:
   1. the operations and dealings of the Supplier (if applicable); or
   2. the operations and transactions of the Supplier and the Services; or
   3. relating to any party’s products, services, systems, affairs, businesses, strategies, or employees whether owned by, licensed to, or otherwise in possession or control of that party, which are disclosed to the other party, its employees, agents or contractors under, in contemplation of, or in connection with this Agreement,which is not in the public domain (except by failure of the Customer to perform and observe its covenants and obligations under this Agreement) and which has been obtained through or by delivering the Services. 
7. “Consequential Loss”means loss of profits, loss of revenue, loss of opportunity, loss of anticipated savings, pure economic loss, loss of data, loss of value of equipment (other than cost of repair), loss of opportunity or expectation loss and any increased operating costs suffered or incurred by any person whether arising in contract or tort (including negligence) or under any statute, any other form of consequential, special, indirect, punitive or exemplary loss or damages and any third party loss
8. “Consumer Guarantee”means a guarantee described in the Australian Consumer Law;
9. “Customer and you” means the person, firm, organisation, partnership, corporation or other entity (including a trust) requesting any Services from the Supplier as identified in the Agreement or any other Documents requesting any Services from the Supplier. 
10. “Cyber Threat” means any circumstance or event with the potential to adversely impact, compromise, damage, or disrupt the Customer’s Systems or that may result in any unauthorised access, acquisition, loss, misuse, destruction, disclosure, and/or modification of the Customer’s Systems, including any data, including through malware, hacking, or similar attacks.
11. “Documents” means:
12. The application for the Services;
13. [insert other documents].
14. “Due Date” unless otherwise agreed, means 14 business days after an invoice is issued or if relevant, the date otherwise specified on an invoice as the due date
15. “Equipment” unless otherwise specified, means service equipment or purchased equipment.
16. “Force Majeure Event” includes (but is not limited to) any act of god, terrorism, war, political insurgence, insurrection, riot, civil unrest, act of civil or military authority uprising, earthquake, flood, pandemic, endemic or any other natural or man-made eventuality outside of the affected party’s control which causes the delay of the delivery of any of the Services or the termination of this Agreement nor which could have been reasonably foreseen by the affected party.
17. “Insolvency Event” means any of the following events:
    1. an application is made to a court for an order or an order is made that the party be wound up or bankrupt;
    2. the corporation is or becomes or states that it is insolvent or any of the events mentioned in sections 459A to 459E inclusive of Part 5.4 of the Corporations Act 2001(Cth) occurs in respect of the corporation;
    3. a party entering into any scheme of arrangement with its creditors; or 
    4. anything analogous or having a substantially similar effect to any of the events specified above has under the law of any applicable jurisdiction.
18. “Intellectual Property Rights” means all present and future rights conferred by law in or in relation to copyright, trademarks, designs, source code, patents, circuit layouts, moral rights, inventions, know-how, trade secrets, Confidential Information, the right to have trade secrets and confidential information kept confidential and all other results of intellectual activity whether or not registrable, registered or patentable. 
19. “Internet”means the world wide connection of computer networks which provides a number of services to users, including the transmission of electronic mail, provision of information on the world wide web and transfer of files;
20. “Interruptions” in the supply of a Service, means a delay in supplying, a failure to supply or an error or defect in the supply of, that Service;
21. “Law” means Commonwealth, State, or local legislation, judicial, administrative, or regulatory decrees, judgments, awards or orders, binding industry codes and all common laws and equity.
22. “NBN” means the National Broadband Network provided by NBN Co.
23. “NBN Plan” mean your plan for each of the Service(s), the terms and conditions of which may include a minimum term, monthly fees and call charges as amended from time to time
24. “Our Network” means the infrastructure used and/or maintained by us or our third party suppliers to provide you with your service. Our network does not include the computer networks that make up the internet;
25. “Personal Information” means any information or document referred to in section 276(1) of the Telecommunications Act and any personal information within the meaning given in section 6 of the Privacy Act.
26. “Privacy Act” means the Privacy Act 1988 (Cth);
27. “Privacy Policy”means the Supplier’s privacy policy and as varied from time to time.
28. “Services” has the meaning set out in clause 2 of these Terms and Conditions. 
29. “Supplier, we, us, our” means One IT Services Pty Ltd.
30. “Systems” means a related set of hardware and software used for the processing, storage or communication of information and the governance framework in which it operates
31. “Terms and Conditions” means these terms and conditions and as varied from time to time.  
32. “Telecommunications Act” means the Telecommunications Act 1997 (Cth);
33. “Third Party Suppliers” means a third-party supplier from whom we acquire wholesale services that form all or part of the service we provide to you. 

2. Services 

Subject to these Terms and Conditions, the Supplier will provide the services requested by you in your Documents forming the agreement, including any related goods and ancillary services provided to you by us in connection with that service (Services).

3. Provision of the Services  

1.     Service Availability

• Subject to your rights under the Australian Consumer Law, we aim to provide, but cannot guarantee, a continuous Service free of any Interruptions. You are aware that we may be reliant on Third Party Suppliers for supplying the Service to you and that circumstances beyond our control may cause Faults in the Service from time to time. Our liability to you for any Fault in a Service is limited in accordance with Clause 17.

2.     Maintenance and fault restoration

• Subject to your rights under the Australian Consumer Law and to the maximum extent permitted by law, we are not obliged to restore any fault with a service that is caused by:

• damage due to causes external to the facilities used by us and/or our Third Party Suppliers to provide the Service (eg, damage to customer equipment, loss of power supply etc); 
• interference (eg, electrical or other external interference; customer or third parties tampering with equipment); 
• a Force Majeure Event; or
• planned outages.

3.     Training

• We are not responsible for training you in the use of the Services.

4.     Technical support 

1. We will provide technical support services as described on our website at https://www.oneitservices.com.au/support/
2. We are not responsible for, and may not be able to provide support for, any fault caused by:
   • any customer equipment; 
   • the interaction of the Service with third party software packages used by you; 
   • the inability to gain wireless connectivity from your wireless access point/router to your computer; or 
   • services provided by any third party supplier or carrier (other than our Third Party Suppliers).

5.     Start of Agreement 

1. Our Agreement commences when we accept (at our sole discretion) your Documents and continues until terminated in accordance with our Agreement. Our acceptance of your Documents forms an Agreement. The application may be made over the phone, or by completing an online ordering process or by us following your direction. You warrant that you are over 18 years of age and legally entitled to enter into the Agreement. All NBN Service agreements are subject to these terms of the Agreement.

6.     Period of Agreement 

1. This agreement commences when your application is accepted by us. 
2. For contracts other than fixed period contracts, the agreement will continue until it is terminated by either party on 30 days notice or otherwise in accordance with the agreement. 
3. For fixed period contracts, the agreement will continue:
   • for the minimum contract period referred to in your Documents or in the service description or plan brochure; or
   • until it is terminated in accordance with clause 11.
4. If neither you nor we cancel the agreement at the end of the fixed period contract, we will continue to supply the service to you on a month-to-month basis.
5. If we will not continue to provide the service to you at the end of the fixed-period contract or if we wish to change the terms of the agreement, including charges, we will inform you of this at least 30 days before the end of the fixed period contract.

7.     Third Party Suppliers

1. You agree that we may use Third Party Suppliers for the provision of the Services to you. You will not contact any of our Third Party Suppliers for any reason in relation to the Services. You acknowledge that if you do contact one of our Third Party Suppliers, without our agreement, you will be liable for all costs imposed on us by our Third Party Suppliers in connection with you having contacted that Third Party Suppliers directly.     

8.     Changing Our Agreement

1. During the term of our Agreement, we may need to change the terms of our Agreement due to circumstances beyond our control, including changes in Law, urgent changes required for security reasons, changes by one of our Third Party Suppliers of the terms on which they supply Services to us or to the functionality or nature of a Service or its underlying technology. We are therefore not always able to provide you with ongoing supply of a Service on the same terms and conditions that existed when we first commenced providing that Service to you.
2. In addition to changes which we are required to make due to circumstances beyond our control, we may elect to make changes for our own purposes during the term of our Agreement. 
3. You acknowledge and agree that our obligation to give you 21 days’ notice of our proposed changes and to afford you a right to terminate our Agreement in accordance with this clause 3.8 will not apply in relation to:
   • urgent changes we are required to make by Law, for security reasons or technical reasons necessary to protect the integrity of Our Network; 
   • the introduction of a new Charge for the Services or an increase in an existing Charge due to an additional tax or levy imposed by Law (where it is fair and reasonable for us to pass that on to you);
   • the introduction of a new Charge or an increase in existing administrative Charge for ancillary services such as credit card transaction fees (provided we have offered you a reasonable alternative at the same or lesser cost to the original Charge); and
   • increases in Charges due to increases imposed on us by other suppliers (including Third Party Suppliers).

4. NBN Access Speeds

1. The NBN Plan you choose will stipulate the access connection speed for the Service. This is a speed nominated by NBN and represents the maximum speed that will apply to your Service.
2. The actual speeds for the Service may be slower and vary due to many factors including type/source of content being downloaded, hardware and software configuration, the number of users and performance of interconnecting infrastructure not operated by the Supplier. Devices connected by Wi-Fi may experience slower speeds than those connected by Ethernet cable.
3. Typical Evening Network Speeds are defined by service level and may not be equal to the maximum speed delivery of the service:

5. Installation

1. Our NBN Services are only available at locations that NBN has activated 
2. The installation process will vary depending on whether your premises has been connected, meaning that NBN has installed relevant facilities and network termination devices into the premises.
3. If the premises have already had a connection made to the NBN, installation generally can be completed without the need for you to be physically present at the premises.
4. If the premises require NBN to install any infrastructure or equipment, you or your authorised representative will need to be present at the premises at a time and date that is nominated by us. In the absence of intervening factors, an NBN representative will attend the premises and install the necessary infrastructure and equipment up to the network boundary point. You must co-operate with the NBN representative and comply with all reasonable requests of the NBN representative.
5. If we and NBN reasonably determine that the NBN installation required is standard, you agree that we can complete the NBN installation unless you tell us otherwise.

6. Equipment

1. You must ensure that you have compatible, working equipment installed to access and use your NBN Service including, but not limited to router and cabling. We will not compensate you for access or performance problems caused by Equipment which is not supplied by us.
2. If we have agreed to supply you with Equipment, we reserve the right to and may supply an alternative model or brand of modem/router, of similar quality and technical specification to the one displayed or referred to on our website when you registered.
3. We only provide technical support for makes and models of modem/router supplied by us. If you are using a model of modem/router not supplied by us, assistance may be available directly from the manufacturer’s own technical support service.
4. We will only deliver ordered equipment to the contact address supplied by you in your Documents for service.
5. In a situation where you are not available to receive delivered equipment and the equipment is returned to us, the cost of the return will be borne by you. In addition, we will charge you to redirect/resend the equipment. Shipping & handling fees are non-refundable.
6. You must ensure that the equipment installed is not covered in a way that prevents air circulating around the equipment.

7. General Usage of the Services

1. General Usage
   1. You acknowledge that Charges will be incurred when the service is used. It is therefore important that you take steps to ensure that such usage does not occur without your authorisation. You should ensure that you are in control of devices that might make use of your Services, such as computers, handsets, mobile phones, and wireless devices connected to your Service and that third parties cannot access or use such equipment without your authority. You acknowledge that usage of some Services can occur because of an infection of your computer with a virus or due to other unauthorised third party intrusions. You should ensure that you have appropriate protection systems operating on your equipment to restrict or limit the possibility of unauthorised usage.
   2. As we are not able to control access or usage of your handsets and other equipment, you are responsible for all usage charges in respect of the use of the Service, whether or not such usage was authorised by you, unless the usage was caused by a mistake by us.
   3. You are not permitted to authorise a third party to use your service without direct supervision and/or written authorisation by us.
   4. You acknowledge that we cannot be held responsible for any loss incurred by you because of faults and/or failures outside of Our Network infrastructure.
   5. You must not use the service in a way which contravenes any fair use policy, acceptable use policy or fair go policy that applies to the Service.
   6. We may suspend or terminate, with or without notice, your Service if, in the Supplier reasonable opinion, the service has been directly or indirectly involved in activities that are detrimental to our internet service or jeopardise the use of our Service or its performance for other customers or how the wider community will perceive us. Such activities include, but are not limited to:
      1. ‘Spamming’ e-mail or forwarding spammed e-mail to other Internet user’s e-mail addresses’
      2. being listed or causing the listing of us or our other customers on any real-time blacklist;
      3. e-mail bombing and the use of bulk e-mail programs to unsolicited recipients making commercial advertising, informational announcements, charity requests, petitions for signatures, chain letters and political or religious messages;
      4. attempting to obtain unauthorised access to other Internet servers and systems; and
      5. making misrepresentations or abusive or offensive behaviour in newsgroups and other online facilities.
   7. In any of the above circumstances, if we elect to proceed without giving notice, we will initially only suspend the Service and will provide you notice of the suspension having occurred and the grounds on which the suspension was made. We will reasonably consider any evidence or submissions you may provide to us to demonstrate that the Service was not used for the activity. If we are satisfied that the Service was not used for the activity, we will reinstate the Service as soon as practicable. If we are not so satisfied, we will terminate the service by giving notice.
   8. You must not use the Service in a way or post to or transmit to via the Service any material which interferes with other users or defames, harasses, threatens, menaces, offends or restricts any person or which inhibits any other customer from using or enjoying the Service. You must not use the Service to send unsolicited electronic mail messages to anyone. You must not attempt any of these acts or permit another person to do any of these acts.
   9. We may suspend without notice your account if it has been used in offensive and/or illegal activities under any Laws. This includes the dissemination of banned pornographic material and other illegal content. In such cases, the relevant law enforcement agency(ies) will be notified, and offending material(s) may be passed on to them.
   10. What constitutes inappropriate use will be determined by us, at our sole discretion provided that we act reasonably.
   11. We may monitor the use of your Service, however we do not promise to do so. If we identify excessive use or unusual activity we may temporarily restrict or suspend your Service. If we do so we will endeavour to contact you via your nominated primary contact details. We may require an advance payment before your Service is restored. You should not rely on us to contact you or to suspend your Service in the event of excessive or unusual activity.
   12. We may investigate any misuse of the Service by you, in conjunction with relevant law enforcement agencies. If your use of the Service results in loss to other users or us, you may be liable to pay compensation.
2. Technical Regulation 

You must not connect or maintain a connection to a facility used in connection with the supply of Services to you or other parties that does not comply with technical codes, standards or regulations made under the Telecommunications Act, any declaration or other requirement we may direct you to from time to time.

8. Transfer of your Service

1. Transfer

If you ask us to transfer any of the Services to another supplier, you remain liable to us for any amount payable in relation to the supply of the Services up to the date on which we transfer those Services to another supplier. You will pay us that amount by the applicable Due Date.

2. Termination of Services on Transfer

The provision of Services ceases on the date on which we transfer your Services to another supplier.

3. Invoicing

We will endeavour to invoice you for Charges incurred in relation to Services that you transfer to another supplier within the next normal billing period. If, after that time, we become aware of other Charges or amounts (including fees payable to any other supplier) for those Services up to the date of transfer, or we resolve any dispute so that any liability relating to those Services is quantified and payable by you, then you will pay us all such amounts within 7 days of your receipt of our invoice for them..

4. Indemnity

We will not accept liability for any amounts owing by you to a supplier or other person. You must indemnify us against any Claim made by a supplier or other person against us in relation to any such amounts.

9. Security

1. General Security

1. The Supplier may require the Customer to provide security or vary the amount of security currently provided, which at the Supplier’s discretion may be a bank guarantee, a letter of credit, a parent or related company guarantee, a fixed or floating charge or a security bond held by the Supplier. The security may not exceed our reasonable estimate of the Customer’s Charges for a three-month period and any Equipment supplied to the Customer (which is not paid for). If the Supplier reasonably requests a new or varied security, the Customer must provide the security in a form acceptable to the Supplier within one week.
2. Unless agreed by the Supplier, the Customer must maintain the security until the Agreement is terminated and all outstanding Charges have been paid to the Supplier.
3. The Supplier may exercise its rights under any security to recover Charges that are unpaid by the Customer or to recover any loss that we suffer as a result of the Customer’s breach of this Agreement. If the Supplier exercises its rights under any security, the Customer must ensure that the security remains in place and in the case of a bank guarantee or security bond that it is replaced or replenished within 7 days so that the amount guaranteed or held is equal to the amount guaranteed or held before the Supplier exercised its rights.
4. Within one month of termination of the Agreement and all outstanding Charges being paid to the Supplier, the Supplier must release any remaining security to the Customer.

2. Internet Security

You acknowledge and accept that any access to the Internet involves security risks and that new threats to Internet security are continually evolving. 

3. Customer’s Cybersecurity Obligations
4. The Customer is solely responsible for the implementation and maintenance of a comprehensive security program (“Security Program”) that contains reasonable and appropriate security measures and safeguards to protect its Systems, including those Systems which it uses with the Services, against Cyber Threats. 
5. Without limiting the foregoing, the Customer shall at a minimum:
   1. have qualified and experienced personnel with appropriate expertise in cybersecurity maintain the Customer’s security systems, and have such personnel regularly monitor cyber intelligence feeds and security advisories applicable to the Customer’s systems or the Customer’s industry; 
   2. maintain and protect your Personal Information, user identity, email address and password (keeping the password secure, including not disclosing it, avoiding the use of dictionary words, names or dates, changing it regularly, not keeping it in writing or storing it on a computer);
   3. promptly update or patch its Systems or implement other appropriate measures based on any reported Cyber Threats and in compliance with any security notifications or bulletins, whether publicly disclosed on Schneider or otherwise provided to Customer;
   4. regularly monitor its Systems for possible Cyber Threats; 
   5. use and keep current anti-virus and firewall software;
   6. restrict access to Equipment;
   7. maintain and protect your Personal Information, user identity, email address and password (keeping the password secure, including not disclosing it, avoiding the use of dictionary words, names or dates, changing it regularly, not keeping it in writing or storing it on a computer);
   8. restrict access to Equipment; 
   9. not accept or open emails or files from unknown sources; 
   10. protect users from unsuitable Internet content.
   11. not accept or open emails or files from unknown sources;
6. The Supplier may release notifications, directions or advice in relation to the Services from time to time. The Customer shall promptly install, follow or update (as the case may be) any directions, notification or advice as soon as they are available in accordance with the Supplier’s instructions. The Customer understands that failing to follow the notifications, directions or advice promptly and properly may result in the Services or the Customer’s Systems becoming vulnerable to certain Cyber Threats or result in impaired functionality, and the Supplier shall not be liable or responsible for any losses or damages that may result. 
7. If the Customer identifies or otherwise becomes aware of any vulnerabilities or other Cyber Threats relating to the Services, the Customer shall promptly notify the Supplier of such vulnerability or other Cyber Threat(s). 
8. The Customer will indemnify, defend and hold harmless the Supplier from and against any and all claims, lawsuits, demands, actions or other proceedings brought against the Supplier by a third party as a result of the Customer’s failure to comply with this clause 0 including the Customer’s failure to maintain a Security Program in compliance with this clause or the Customer’s failure to follow the notifications, directions or advice promptly provided by the Supplier for the Services.

10. Fees and Charges

1.  Charges and Charges for the Services 

1. You are liable to pay all Charges arising out of the use of the Service that we provide to you, whether that use was by you or any other person with or without your consent.
2. If a Service is used to access the facilities or services of another supplier, amounts charged by that other supplier are, unless our Agreement specifies otherwise, your responsibility, and you will indemnify us in relation to any such charges. If we are charged those amounts we may include them in the Charges as detailed in the invoice.

2.  Invoicing Arrangements

1. For all fixed terms agreements, the Supplier will invoice the Customer a progressive invoice in advance and any applicable usage or excess usage charges are billed in arrears;
2. Charges are calculated by reference to data recorded or logged by us. Records held by us will be conclusive evidence of the usage of your Service and charges payable by you.
3. The Supplier will include a description of the Services delivered during the period that the invoice relates.
4. We reserve the right to invoice you for any Charges for equipment or installation of equipment in advance and not to proceed with supply or installation of the equipment until payment has been made.
5. If you have a direct debit in place for any Service, your credit card or bank account will be debited on the Due Date.

3.  Credit Assessment

We may conduct a credit assessment of the Customer. The Customer authorises the Supplier to make all enquiries necessary to determine the Customer’s creditworthiness and will provide us with all reasonable assistance necessary for the credit assessment.

4.  Payment

1. Payment of invoices are due on the Due Date, unless an alternative arrangement has been made between the Supplier and the Customer prior to the commencement of the delivery of the Services.
2. If for any reason whatsoever the Customer does not pay an invoice by the due date, the Supplier will be entitled to:
   1. stop providing the Services to the Customer; 
   2. request that the Customer make payment in advance for any further Services;
   3. charge interest at a rate of two and a half percent (2.5%) per calendar month on all overdue accounts, daily from the date that the payment became due until the date that the Supplier has received payment for that overdue account.
3. Where Services provided by the Supplier have been requested by an agent (or a person purporting to act as an agent) for and on behalf of the Customer, the agent and Customer shall be jointly and severally liable for payment of all accounts due to the Supplier with respect to those Services.
4. The Customer agrees to indemnify the Supplier in respect of the full amount of any Charges, costs, disbursement or expenses incurred (including court fees and its reasonable legal costs) arising from any overdue payment by the Customer or any other breach by the Customer of the Agreement. 

5.   Methods of payment 

1. Payment must be made by credit card standing authorisation, direct debit or electronic funds transfer.
2. We reserve the right to charge you for any fees that we incur from, or must pay to, your bank. If there is any payment discrepancy or disagreement about bank charges applied, you should contact us before your bank and we will try to resolve the issue. If you contact your bank and we incur a bank fee as a result, we reserve the right to pass this fee on to you.

6.  Bank Account Debit Terms

1. If you have arranged to pay us by providing a Direct Debit Request (“Your Direct Debt Request“), this clause sets out the terms on which we accept and act to debit amounts from your account under the Direct Debit System.
2. We agree to be bound by this clause when we receive Your Direct Debit Request complete with the particulars we need to draw an amount under it.
3. We may have requested from you an online declaration giving us authority to deduct monies from your bank account. By agreeing to this declaration you will be regarded as having ‘signed’ a Direct Debit Request (DDR) Form. You also agree that we may reproduce this document from our electronic records and that the reproduced document shall, in the absence of error, be an accurate copy of this document signed by you.
4. If you are not authorised to operate the nominated bank account by yourselves then those person(s) whose authority is required must complete and sign a DDR and return it to us.
5. As recipient of a Direct Debit Facility (DDF) from you, we will:
   1. provide you with a statement of the amounts we draw under your Direct Debit Request every month;
   2. provide you at least 21 days notice in writing, if we propose to:
      1. change our procedures in this agreement;
      2. change the terms of your Direct Debit Request; or
      3. cancel your Direct Debit Request.
   3. agree to deal with any dispute raised under your Direct Debit Request as follows:
      1. we will investigate the dispute and if it is found that the amount has been debited in error we will refund the disputed amount within 5 business days. Where it is found that the disputed amount has been debited correctly and in accordance with the terms of the Direct Debit Agreement, we will notify you of that outcome in writing within 5 business days; and
      2. not disclose any personal information provided to us under the DDR, which is not generally available, unless:
      3. you dispute any amount we draw under your DDR and we need to disclose any information relating to your DDR or to any amount we draw under it to the Financial Institution at which your account is held or the Financial Institution which sponsors our use of the Direct Debit System or both of them and, you consent to that disclosure; or
      4. we are required to disclose that information by law.
   4. As the provider of DDF you:
      1. authorise us to draw money from your account in accordance with the terms of your DDR and the agreement;
      2. acknowledge that if the day on which you are due to make payment to us is not a business day we draw under your DDR on the next business day following the normal payment date. You will need to enquire directly with your Financial Institution if you are uncertain when they will process an amount we draw under your DDR on a day that is not a business day;
      3. may ask us to:
         1. alter the terms of your DDR;
         2. defer a payment to be made under your DDR;
         3. stop an automatic withdrawal under your DDR. In such instances an alternative method of payment must be arranged 3 days prior to the due date and payment received by the due date; or
         4. cancel all your services including your DDR by sending a written request including your customer number and telephone number to us;
      4. will advise us of any disputed amount drawn under your Direct Debit Request as soon as practically possible by notifying us of your dispute by letter or fax, (include your customer number and telephone number to us) and provide us with details of the payments in dispute and reasons for the dispute. We will endeavour to resolve any dispute within 21 days. Disputes may also be directed to your own Financial Institution;
      5. acknowledge it is your responsibility to ensure there are sufficient clear funds available in your account by the due date, on which we will draw any amount under your DDR, to enable us to obtain payment in accordance with your DDR;
      6. acknowledge that if your Financial Institution rejects any of our attempts to draw an amount in accordance with your DDR, we will recharge any dishonour fees charged to us by the Financial Institution, to your account. We will make two attempts to draw outstanding amounts in accordance with your DDR. If these fail, we will contact you by telephone or in writing to seek alternative methods of payment for the outstanding balance of your account, and to agree a suitable payment method for future account payments;
      7. acknowledge not all accounts held with a Financial Institute are available to be drawn under the DDR and that prior to providing your account details to us under the DDR, have verified those details against a recent statement from your Financial Institution to ensure those details are correct.

7.  Dishonoured Direct Debit Transaction or Credit Card Authorisation

In addition to any other rights that we have under the Agreement in relation to late payment, if an invoice is paid by direct debit or credit card authorisation and the payment is declined by the bank, we reserve the right to pass any bank fee that we incur as a result of the declined or dishonoured transaction on to you.

8.  Disputed Invoices 

If you dispute an invoice or claim a refund for overpayment of any Charges under our Agreement you should do so within 1 month of the date of the invoice to which the disputed amount or alleged overpayment relates. 

11. Cancellation / Termination

1. The Supplier may terminate this Agreement or stop providing the delivery of the Services to the Customer if:
   1. the Customer does not comply with this Agreement;
   2. the Customer suffers and Insolvency Event;
   3. the Supplier is of the view (in its absolute discretion and acting reasonably) that by continuing to deliver the Services it may breach any applicable Law in relation to the delivery of the Services; or
2. Where the Supplier terminates this Agreement pursuant to clause 11(1):
   1. the Supplier will be entitled to be paid for all services completed and a reasonable proportion of the services commenced but not completed (as determined at the sole discretion of the Supplier); and
   2. the Customer shall not be entitled to any damages or claims from the Supplier and releases the Supplier from all claims and damages relating to any termination pursuant to clause 11(1). 
3. You may terminate the Services by giving us at least 30 days written notice. You must pay for charges for the service up to the end of the notice period.
4. If you cancel your Services before the end of your Contract term, you will be required to pay the early termination charges.
5. The termination of this Agreement will not prejudice any rights or remedies already accrued to the Supplier under, or in respect of any breach of, this Agreement.  

12. Force Majeure Event

1. Neither party shall be liable to the other for any failure to deliver the Services which is due to a Force Majeure Event that is beyond the control of that party. 
2. Any party affected by such an event shall inform the other party of the Force Majeure Event as soon as reasonably practical and shall use all reasonable endeavours to comply with this Agreement. If the Supplier cannot continue to deliver the Services after a period of three (3) months from the occurrence of the Force Majeure Event then either party may terminate this Agreement in accordance with clause 11. 

13. The Supplier’s Warranties

1. Except to the extent that cannot be excluded at law, the Supplier makes no representations and gives no warranties other than those set out in this Agreement and will not be liable to the Customer for any damages, costs or other liabilities whatsoever (including Consequential Loss) in relation to the delivery of the Services.
2. The supplier makes no warranty or representation that the product’s: (a) will be uninterrupted, completely secure, error-free, failsafe, or free from malicious code; (b) will meet customer’s business requirements or operate with customer’s current systems; or (c) will identify or remediate all threats or indicators of compromise or security issues. The Supplier is not responsible for any issues related to the performance, operation, or security of the Services that may arise from the Customer not following our advice or using third party services, or any other services provided by third parties in connection with the Services.  The Supplier disclaims any responsibility or liability for any interception or interruption of any communications through the Internet, networks, or Systems outside our explicit control. Unless otherwise agreed in writing between the parties, the Customer agrees that by using the Services it understands these limitations and agrees that it accesses and uses the Services at its own risk and subject to the limitations set out in this clause. 
3. Certain legislation, including the Australian Consumer Law, may imply warranties or conditions or impose guarantees or obligations upon the Supplier which cannot be excluded, restricted or modified or cannot be excluded, restricted or modified except to a limited extent. Any Document and these terms including this clause 13 must be read subject to these statutory provisions. If these statutory provisions apply, to the extent to which the Supplier is entitled to do so, the Supplier limits its liability in respect of any claim under the provisions to:
   1. the supply of the services again; or 
   2. the payment of the cost of having the services supplied again. 

14. Customer Obligations 

1. Compliance 

By acceptance of the Supplier delivering the Services, the Customer agrees that they are responsible for the use of their Service and the Customer will not use the Service other than in accordance with our Agreement, Laws, and obligations applicable to the Services and their use.

2. obligations
   1. In providing the Services to you, you agree that we, or a Third Party Supplier, may take any steps deemed necessary in regards to the Approved Purposes or in order to comply with the Law, industry codes of practice or under direction from a relevant regulatory authority or court order, including:
      1. intercepting communications made using a Service; and
      2. monitoring and retaining data accessed or transmitted via the Service.
   2. You must not do or allow to be done, in relation to a Service, any of the following:
      1. engage in denial-of-service attacks, or allow a computer under your authority to be used as part of one; 
      2. obtain or attempt to obtain unauthorised access to or control of any other computer or network; 
      3. scan ports on other computers or otherwise probe them for means of access or vulnerabilities; 
      4. spread (either deliberately or through want of reasonable care) any virus, Trojan horse or other harmful action;
      5. breach any Law regulating content, intellectual property or conduct on the Internet or email; 
      6. contravene the Privacy Act, the Australian Privacy Principles, or any guidelines made under them; or 
      7. send spam.
   3. If we or a Third Party Supplier provide you with any software, you will only use it in accordance with its licence terms as notified to you from time to time.
   4. Except to the extent that we have specifically agreed otherwise or the type of Service being provided to you suggests otherwise, you agree not to resell the Service, nor to establish, maintain or permit multiple concurrent connections to the Service, nor to connect the Service to a local area network, except if the Service is designated by us as one which supports use of a local area network.
   5. Except to the extent that we have specifically agreed otherwise, you are solely responsible at your own expense for providing and maintaining all Equipment necessary for the Service and for maintaining any Equipment.
   6. To the extent permitted by Law, you acknowledge and agree that:
      1. continuity and speed of access to the Internet depend on a wide range of factors, many of which are beyond our control;
      2. we have no control over the accuracy or appropriateness of any information on the Internet; 
      3. we are not responsible for any software or data available on the Internet; 
      4. if we provide to you technical or other support or advice in relation to any matter which is outside our direct responsibility under this Agreement, we do so only in an attempt to assist you and without incurring any liability other than any which cannot Lawfully be excluded.
   7. the Customer has obtained and will maintain public liability insurances which provides cover for all works carried out by the Customer, including against liability for work carried out by the Customer’s employees, agents or contactors in conjunction with the Services provided by the Supplier; 
   8. in these circumstances, the Customer agrees that the Supplier will not be liable to the Customer in respect of any damage, loss or injury of whatsoever nature or kind, however caused, whether by the Supplier’s negligence or otherwise which may be suffered or incurred whether directly or indirectly, in respect of the Services provided under this Agreement; and
   9. the Customer must provide the Supplier with such access to the Customer’s premises (or third party’s premises), as Supplier may reasonably request in order to provide the Services. 

15. PPS Law

1. This clause applies to the extent that this Agreement provides for a ‘security interest’ for the purposes of Personal Property Securities Act 2009(Cth) (“PPSA”). References to the PPSA in this Agreement includes references to amended, replacement and successor provisions, legislation or regulations (“PPS Law”). 
2. The Supplier may, at any time, register a security interest and the Customer must do (or procure) anything (such as obtaining consents and signing documents), at the Customer’s own costs, which the Supplier requires for the purposes of:
   1. ensuring that the Supplier’s security interest is enforceable, perfected and otherwise effective under the PPS Law;
   2. enabling the Supplier to gain first priority (or any other priority agreed to by the Supplier in writing) for its security interest; and 
   3. enabling the Supplier to exercise its rights in connection with the security interest. 
3. The Customer agrees to comply with any of the requirements of the Supplier under this clause 15 within the time stipulated by the Supplier. 
4. The rights of the Supplier under this Agreement are in addition to and not in substitution for the Supplier’s rights under this Agreement or any other law (including the PPS Law) and the Supplier may choose whether to exercise its rights under this Agreement and/or under such other law, as it sees fit. To avoid any doubt, the Suppliers security interest will attach to proceeds (if any). 
5. To the extent that the PPS Law applies to any security interest under this Agreement, each party agrees that each of the provisions of the PPSA which section 115 of the PPSA permits parties to “contract out” of (other than sections 117, 128, 134 and 135) do not apply to the enforcement of any security interest provided pursuant to this Agreement.
6. The Customer (and any guarantor (if any)) agrees to waive its right to receive:
   1. notices which sections 157(3) of the PPSA permits it to be waived and to the extent capable of being waived and any notice under any other provision of the PPS Law; and
   2. anything from the secured party under section 275 of the PPSA and agrees not to make any request of the secured party under that section.
7. For the purposes of section 275 of the PPSA, the parties agree that neither of them may disclose any information of the kind referred to in section 275(1) of the PPSA.  
8. Each party acknowledges and agrees that the information set out in this Agreement is confidential in nature and that each party owes the other a duty of confidence in relation to that information. 

16. Indemnity

1. The Customer acknowledges and agrees to indemnify the Supplier from and against any and all Claims (including reasonable legal fees incurred on a solicitor/client basis) suffered or incurred by the Supplier which arise from a result of or in connection with any injury to or death to any person caused or contributed to by the Customer’s negligence or wilful misconduct (or the negligence or wilful misconduct of any of the Customer’s officers, employees, agents or contractors). 
2. The Customer indemnifies the Supplier and its personnel from and against any and all Claims (including reasonable legal fees incurred on a solicitor/client basis) suffered or incurred by the Supplier which arise as a result of or in connection with the Customer’s breach of this Agreement.

17. Limitation of Liability

1. The Supplier will not, under any circumstances, be liable to the Customer, whether directly or indirectly for any third-party claim arising out of the Services or the performance or non-performance of any obligations under this Agreement.
2. The Supplier will not be liable to the Customer for any indirect or Consequential Loss, economic loss and/or loss of profit, income, business, production, reputation or goodwill.
3. Any liability of the Supplier which may arise under this Agreement is limited to the maximum extent permitted by law.
4. To the extent permitted by law, all express or implied warranties, conditions or representations relating to the Services that are not contained in this Agreement are excluded. If any non-excludable condition or warranty is implied into this Agreement and such condition or warranty is breached, the liability of the Supplier in respect of such breach will be limited to (at the Supplier’s option in its absolute discretion):
   1. replacement of the Services; or
   2. payment of the costs of replacing the defective Services,

this limitation shall continue to apply notwithstanding fundamental breach, breach of a fundamental term, rescission, repudiation or termination for any reason or frustration, whether unintentional or by operation of law. 

18. CONFIDENTIALITY

1. The Customer shall not, either during the delivery of the Services or after the termination of this Agreement divulge (whether directly or indirectly) to any person any trade secret or other information which the Customer knows or a person acting reasonably would know is proprietary and therefore Confidential Information concerning the past, existing or future business, operations, administration or strategic plans or affairs of the Supplier of which the Customer has become aware during the course of or incidental to this Agreement and the Customer will use its best endeavours to prevent publication or disclosure of any such proprietary or Confidential Information belonging to the Supplier.
2. Disclosure to directors and employees:
   1. the Customer may disclose the Confidential Information to such of its directors and employees as is necessary for the purposes of this Agreement; and
   2. the Customer warrants that each person to whom the Customer is permitted to disclose the Confidential Information, before such disclosure is made, is subject to contractual or other duties of confidentiality to the Customer at least to the extent imposed upon the Customer pursuant to this Agreement.
3. The Customer will immediately upon termination of this Agreement, or on written demand by the Supplier, deliver up to the Supplier, all material in whatever form, comprising or containing any of the Confidential Information (including all copies) and all other property of the Supplier which may be in possession of the Customer or any third party under the Customer’s control. 

19. Intellectual Property Rights

1. Unless agreed otherwise in writing by both the Supplier and the Customer:
   1. any design, drawing, source code, specification or other document (in written or electronic form) prepared or produced by the Supplier (or any the Supplier’s personnel) shall remain the exclusive property of the Supplier; and 
   2. the Customer shall not disclose any design, drawing, source code, specification or other document (in written or electronic form) prepared or produced by the Supplier (or any the Supplier’s personnel) to any third party.
2. The Customer agrees to indemnify the Supplier in respect to any claim for infringement of any Intellectual Property Rights arising from the design of any item to a specification provided by the Customer.

20. Privacy Policy

1. The Customer acknowledges and agrees that the Privacy Policy is expressly incorporated into this Agreement and can be viewed from the Supplier’s website.
2. Each Party agrees to comply with its obligations under the Privacy Act in respect of Personal Information (as defined in the Privacy Policy) obtained by or disclosed to it pursuant to this Agreement.
3. Each Party must only collect, use and disclose Personal Information for the purpose of fulfilling its obligations under this Agreement unless otherwise permitted under this Agreement or the Australian Privacy Principles.
4. The Customer acknowledges and agrees that the Supplier may have business processes, management structures and technical systems that cross borders both nationally and internationally. As such, Personal Information may be collected and stored on servers located in other countries including the United States and in addition the Supplier may share information about the Customer within the organisation and may need to disclose such Personal Information to other countries in which the Supplier does business for the purposes or uses outlined in the Supplier’s Privacy Policy provided that at all times the Supplier will comply with its obligations under the Australian Privacy Principles and privacy Law and its Privacy Policy. 

21. Dispute Resolution

1. No arbitration or court proceedings

If a dispute arises out of or in connection with the Agreement or the performance, validity or enforceability of it (Dispute), a party must comply with this clause 21 before commencing legal proceedings (except proceedings for interlocutory relief).

2. Notification 

A party claiming a Dispute has arisen must give the other parties to the Dispute notice setting out details of the Dispute.

1. Parties to resolve Dispute
2. During the 14 days after a notice is given under clause 21.2 (or longer period if the parties to the Dispute agree in writing) (Period), each party to the Dispute must use its reasonable efforts to resolve the Dispute or to agree that the Dispute will be submitted to mediation through an Australian registered mediator (and if agreement cannot be made on a mediator within the 14 days, by choice from the President of the Northern Territory Law Society).  
3. If the parties cannot resolve the Dispute or agree to mediation within that Period, or if there is a submission to mediation, but there is no resolution within 30 days of the submission, or such extended time as the parties may agree in writing before the expiration of the 30 days, either party may commence legal proceedings.

22. Relationship between the Supplier & the Customer

1. The parties acknowledge that the legal relationship between the Supplier and the Customer is that of a customer and independent contractor.
2. Nothing in this Agreement renders the Supplier an officer, agent, partner or joint venturer of the Customer and the Customer must not hold itself out as such (and likewise).
3. Nothing contained in this Agreement will constitute or deem the Supplier or any its personnel to be employees, agents or servants of the Customer (and likewise).
4. As an independent contractor, the Supplier must, unless otherwise provided in this Agreement, exercise independent control, management and supervision over the performance of its personnel.

23. Service of notices

1. A notice, consent, information or request that must or may be given or made to a party under this Agreement is only given or made if it is:
   1. delivered or posted to us at:
   2. 27 Harvey Street, Darwin, Northern Territory 0800
   3. roberts@oneitservices.com.au.
   4. Delivered or posted to you at the specified addresses in the Documents; or
   5. faxed or emailed to that party at the fax number or email address (if any) stated in the Documents,

however, if a party gives to the other party 2 Business Days written notice of a change of that, or a subsequent, address or fax number or email address, a notice, consent, information or request is only given or made by that other party if it is delivered, posted or faxed or emailed to the latest address or to the latest fax number or email address.

2. A notice, consent, information or request is to be treated as given or made in accordance with the following rules:
   1. if it is delivered, when it is left at the relevant address; 
   2. if it is sent by post, 4 Business Days after being posted; or
   3. if it is sent by fax or email, as soon as the sender receives from the sender’s fax machine or email system a report of an error free transmission to the correct fax number or email address.
3. If a notice is delivered or sent by facsimile or email after 5:00pm ACST on any day or on a day that is not a Business Day, the notice will be deemed to have been received on the next Business Day. 

24. GST

1. Subject to as may otherwise be expressly stated, and subject to the provisions set out below, if any supply made under or in connection with this Agreement by one party (“Supplier”) to the other party (“Acquirer”), is subject to GST, the payment for that supply will be increased by an amount equal to the GST payable.
2. The Acquirer will not be obligated to make any payment for either the supply referred to in clause 24(a) or on account of the GST referred to in clause 24(a) until the Supplier has issued a tax invoice to the Acquirer for the supply to which the payment relates.
3. If a payment made by one party to the other party is a reimbursement or indemnification of a cost, expense, loss or liability incurred by that other party, the payment shall be reduced by an amount for which that party is entitled to an input tax credit. 
4. Words or expressions used in this clause, which are defined inA New Tax System (Goods and Services Tax) Act 1999 (Cth), have the same meaning.

25. General

1. Unless amended in the Documents or agreed in writing by the Supplier, these Terms of Conditions apply to all Services provided by the Supplier to the Customer. 
2. No prior statements made by the Supplier or the Customer, nor any correspondence between the Supplier and the Customer are incorporated into any Agreement unless included in the Documents or separately agreed in writing by the Supplier. 
3. No representation made by or on behalf of the Supplier by any of the Supplier’s Personnel (including without limitation to any advice or recommendations as to the quality or suitability for specific purposes of the Services) takes effect unless expressed in the Documents or separately confirmed in writing by the Supplier and the Customer agrees that it does not enter into any agreement in reliance on such representations unless so confirmed in the Documents. 
4. In the event of any conflict or inconsistency between any of the Documents or Services, then the descending order of precedence applies as set out in the definition of Documents in clause 1(j) to the extent of the conflict or inconsistency.
5. The Customer acknowledges and agrees that the Supplier may:
   1. make such changes to the specification of any Services as are required to comply with any applicable safety, Australian Standard or statutory requirements; and
   2. increase its prices set out in the Documents after the acceptance of the Agreement by the Customer to reflect any increases in the price the Supplier is charged by its suppliers for any goods or materials. 
6. No waiver by the Supplier of any of these Terms and Conditions or this Agreement or forbearance to enforce any remedy it is entitled to shall prejudice of the Supplier’s other rights and remedies or operate as a waiver of any other breach by the Customer under this Agreement or delivery of the Services provided by the Supplier to the Customer. 
7. Where any provision of this Agreement is rendered void, unenforceable, or otherwise ineffective by operation of law, that provision will be considered to be severed from this Agreement and such severance shall not affect the validity, enforceability or effectiveness of any other provision in this Agreement.
8. This Agreement constitutes the entire agreement between the parties concerning the subject matter of the Agreement and any previous agreement, understanding and negotiations on the subject matter are excluded. 
9. This Agreement is governed by and are to be construed in accordance with the laws of the Northern Territory of Australia and the parties submit to the non-exclusive jurisdiction of the courts of the Northern Territory in respect of any dispute arising in respect of it.

26. Interpretation

In this Agreement:

1. headings are for convenience only and do not affect interpretation; and unless the context indicates a contrary intention:

1. a reference to any person includes that person’s executors, administrators, successors, substitutes and assigns, including any person taking by way of novation;
2. a reference to this Agreement or to any other agreement, deed or document includes, respectively, this Agreement or that other agreement, deed or document as amended, novated, supplemented, varied or replaced from time to time;
3. words importing the singular include the plural (and vice versa), words denoting a given gender include the other gender and words denoting individuals include corporations (and vice versa);
4. references to parties, clauses, schedules, exhibits or annexures are references to parties, clauses, schedules, exhibits and annexures to or of this Agreement and a reference to this Agreement includes any schedule, exhibit and annexure;
5. if more than one person is under an obligation to act or not to act under this Agreement, the liability of those persons so identified binds each of them severally and not jointly; 
6. where any word or phrase is given a defined meaning, any other part of speech or grammatical form in respect of that word or phrase has a corresponding meaning; 
7. the word “includes” in any form is not a word of limitation; 
8. references to “$” or “dollars” are to Australian dollars unless otherwise indicated; and

if more than one person receives the same benefit under this Agreement the benefit is to be enjoyed by each of them severally.