You acknowledge and accept that the following is the basis on which you engage One IT Services (ACN 161 258 582) (‘One IT Services Pty Ltd’):

Interpretation

1. In this Agreement, unless and except to the extent that the context otherwise indicates or requires:

1.1 Agreement means this agreement as well as any Documents;
1.2 Associated Entities means the agents, employees, contractors or any other affiliated entities (be them incorporated entities or natural persons) of One IT Services;
1.3 Claim means any claims, suits, actions and damages;
1.4 Deposit means the higher of 50% of the total amount specified for the Items and Services or the deposit amount, specified in the Documents, or any other amount specified by One IT Services;
1.5 Documents means this Agreement and any completed documents that accompany this Agreement;
1.6 Items means any consumables, personal property or any other items provided by One IT Services in the course of providing the Services; and
1.7 Services means the services provided by One IT Services, as specified in the Documents.

2. This Agreement is to be read in conjunction with the Documents.

Conditions

3. One IT Services agrees to supply to you the Services and Items identified in the Documents in exchange for the amount specified.

4. You acknowledge that One IT Services will issue invoices for the Services and Items provided and agree to pay on the date specified in the invoice.

5. In the event that the outstanding amount remains unpaid at 14 days from the date of invoice, One IT Services reserves the right, in addition to their rights at common law or otherwise, to apply to a debt collection agency to assist with the recovery of the amount.

6. You agree to pay any cost, expenses or disbursements incurred by One IT Services in recovering any outstanding money from you, including debt collection agency fees or solicitor fees.

7. You agree that any dispute with respect to an invoice amount must be made within 30 days of the date of any invoice and waive any right you have to dispute an invoice outside of that period.

8. One IT Services may, at any time, or from time to time, without providing any reason, refuse to provide any Services or Items to you.

Quote

9. One IT Services reserves the right to charge a fee of $185 per hour for the preparation of any quotation. This fee will be waived if you choose to engage One IT Services or at the sole discretion of One IT Services. Any waiver of the fee must be confirmed in writing by One IT Services.

10. Any quotations provided by One IT Services are commercial in confidence and the information contained within is not to be made known to anyone outside of the parties.

11. Disclosure of any information to a third party will result in an immediate termination of this Agreement, with One IT Services entitled to immediate payment for all Services and Items provided as at the date of the termination and immediate payment of any invoices issued.

12. Prior to providing the Services or the Items, you agree to provide the Deposit. One IT Services reserves the right to not undertake the Services and the provision of the Items unless the Deposit is provided.

GST

13. Unless the contrary is expressly specified, all fees and charges presented for the Services are excluding GST. GST will be an additional 10%.

Indemnity and Release

14. You agree to release and hold harmless One IT Services and the Associated Entities from all liability for any loss or damage (including property damage) howsoever arising from your engagement with One IT Services.

15. To the extent that the above clause is ineffective, you unconditionally and irrevocably indemnify One IT Services and the Associated Entities against any and all demands, claims, suits, actions and damages that may be incurred or brought against One IT Services and the Associated Entities in relation to this Agreement and agree to indemnify One IT Services for any liabilities losses, costs and expenses which may be brought against, suffered or incurred by One IT Services and the Associated Entities as a direct or indirect result of any claim in respect of this Agreement.

16. Your obligations under this Agreement are primary obligations and neither One IT Services nor the Associated Entities are obliged to proceed against or enforce any other right against any person or property or demand payment from any other person before making a demand for payment from you under this Agreement.

Changes to Contract Price or Fees

17. If we have agreed a fixed contract term with you and a contract price is specified in the customer schedule, we cannot change the contract price without your prior agreement during the contract, except as provided in this clause.

18. (CPI increase) We may increase the contract price or fees by CPI on each 1 January, 1 April, 1 July or 1 October during the contract in accordance with published CPI rates from the Australian Taxation Office.

Variations

19. The parties may vary, add or delete parts of the Documents.

20. Any variation may occur orally, but the parties shall, as soon as practicable confirm such variation in writing, with said variation not having effect until confirmed in writing.

Termination

21. You agree that if you breach any term of this Agreement, without prejudice to any other right or remedy that One IT Services has at law or under this Agreement, One IT Services reserves the right to unilaterally terminate this Agreement.

22. If this Agreement is terminated, without limiting any other remedies or rights One IT Services has at law or under this Agreement, all outstanding monies owed to One IT Services becomes immediately due and payable.

Interpretation and General Matters

23. You guarantee and warrant that you have authority to enter into this Agreement.

24. No provision of this Agreement shall be interpreted as to require One IT Services to advance any sum of money or provide any items at any time.

25. Your obligations as contained in this Agreement are absolute and unconditional. They are not subject to any set-off, counter claims or conditions. Your obligations will not be affected by anything which might abrogate, prejudice, or limit them or the effectiveness of this Agreement.

26. A right in favour of One IT Services or the Associated Entities under this Agreement or a breach of an obligation owed by you can only be waived by an instrument, duly executed by One IT Services. No other act, omission or delay of One IT Services or the Associated Entities will constitute a waiver binding against, or estoppel against either One IT Services or the Associated Entities.

27. If it is held by a Court of competent jurisdiction that:
27.1 any part of this Agreement is void, voidable, illegal, or unenforceable; or
27.2 this Agreement would be void, voidable, illegal, or unenforceable unless any part of this Agreement was severed from this Agreement;
that part shall be severed from and shall not affect the continued operation of the rest of this Agreement.

28. Any part of this Agreement can be pleaded as a bar to proceedings.

29. This Agreement is governed by and is to be construed in accordance with the laws applicable in the Northern Territory of Australia. The parties irrevocably and unconditionally submit themselves to the nonexclusive jurisdiction of the courts exercising jurisdiction in the Northern Territory of Australia (and any courts which have jurisdiction to hear any appeals from any of those courts).