Standard Terms of Supply
Effective Date: 2/06/2026
Converge IT (ABN 72 653 521 870) is a registered business name of Converged Flow Networks Pty Ltd (ACN 653 521 870)
1. DEFINITION AND INTERPRETATION
1.1. Definitions
In these Terms, the following terms shall apply:
“Agreement” means the agreement between CFN and the Client for the supply of Services and/or Goods formed in accordance with clause 2, and includes these Terms (including any Schedules) and any applicable Quote;
“Authorised Representative” means an employee, agent or representative of CFN authorised in writing by CFN to represent CFN for the purposes of these Terms including any person nominated as a CFN Authorised Representative in the Quote (and references in these Terms to a CFN Authorised Representative have the same meaning as an Authorised Representative of CFN);
“Client Authorised Representative” means the person nominated in the applicable Quote as the Client’s authorised representative for the purposes of these Terms, or where no person is nominated, the signatory to the Quote or any other person reasonably appearing to CFN to have authority to act for the Client;
“Business Day” means a day that is not a Saturday, Sunday, or public holiday in Western Australia;
“Business Hours (BH)” means the period from 8:00am to 5:30pm AWST on Business Days;
“After Hours (AH)” means the period from 5:30pm to midnight AWST on Business Days;
“Extended Hours (EH)” means any time outside Business Hours and After Hours, including weekends, public holidays, and the period between 12:00am and 8:00am AWST;
“CFN” means Converged Flow Networks Pty Ltd (ACN 653 521 870);
“Commencement Date” means the date on which the Client first accepts these Terms under clause 2.3, unless a different Commencement Date is specified in the applicable Quote;
“CPI” means the Consumer Price Index compiled by the Australian Bureau of Statistics (All Groups, Weighted Average of Eight Capital Cities);
“Client” means the person or entity that has accepted a Quote in accordance with clause 2.3, or has given written authorisation for Services in accordance with clause 3.5;
“Defect” means a material non-conformance of a deliverable with the specifications agreed in the applicable Quote, and includes any non-conformance with a guarantee, right or remedy that cannot lawfully be limited or excluded under applicable law;
“Fees” means all amounts payable by the Client under or in connection with these Terms, any Quote, the Services and any Goods, including fixed fees, milestone fees, Time & Materials charges, recurring charges, subscription charges, licence fees, third-party pass-through charges, charges set out in the Schedule and any other amounts expressly payable under these Terms or a Quote, in each case exclusive of GST unless expressly stated otherwise;
“Goods” means any hardware, equipment, software, licences, subscriptions, or other items supplied by CFN to the Client, whether supplied directly or procured on the Client’s behalf;
“Hourly Fees” or “Time & Materials” means the time-based fees charged for Services provided on a Time & Materials Engagement, at the applicable rates set out in the Schedule, and excluding the cost of any Materials supplied or procured by CFN, which are charged separately in accordance with these Terms;
“Materials” means consumable items and minor disbursements (such as cables, connectors, fasteners, small parts, freight on incidental items, and reasonable travel expenses) that CFN supplies or incurs in connection with Time & Materials Services. Materials are charged to the Client at CFN’s reasonable cost. Goods of a non-consumable nature (including hardware, software, licences, subscriptions, and any item with a unit cost above $250 excluding GST) are not Materials and will be supplied only under a separate Quote in accordance with clause 10;
“Time & Materials Engagement” means an engagement in which the Client is charged on the basis of actual time spent by CFN personnel performing Services, recorded in the increments specified in the Schedule or applicable Quote, at the applicable hourly rates. Materials supplied or incurred in connection with the Services are charged in accordance with the Materials definition. Unless expressly agreed in writing, a Time & Materials Engagement is not subject to a fixed fee, fixed scope, or fixed deliverable timeline;
“Incident” means an unplanned interruption to an IT service or reduction in the quality of an IT service;
“Party” or “Parties” means CFN and/or the Client;
“Problem” is the cause of one or more incidents;
“Quote” means any proposal, statement of work, or quotation document issued by CFN to the Client describing the Goods and/or Services to be supplied, including any applicable scope, pricing, assumptions, exclusions, deliverables, customer responsibilities, implementation details, milestones, acceptance criteria, special conditions, and other terms;
“Applicable Quote” means the Quote, or any part of a Quote, that has been accepted by the Client in accordance with clause 2.3, and includes any amendment, variation, replacement, or supplementary Quote, and any special conditions expressly agreed in writing by the Parties in connection with that Quote;
“Related Body Corporate” has the meaning given in section 50 of the Corporations Act 2001 (Cth), and “Related Bodies Corporate” means more than one Related Body Corporate;
“Resolution” means restoring the IT service to a state where it has no or little business impact;
“Services” means the services agreed in the Quote and any other services provided by CFN to the Client pursuant to these Terms;
“Term” means the term described in clause 7 of these Terms;
“Terms” means these Terms of Supply.
1.2. Interpretation
In these Terms headings and all formatting are for convenience only and do not affect the interpretation of these Terms and, unless the context otherwise requires:
a.the singular includes the plural and vice versa;
b.a reference to an individual or person includes a corporation, partnership, joint venture, association, authority, trust, state or government and vice versa;
c.a reference to a recital, clause, schedule, annexure or exhibit is to a recital, clause, schedule, annexure or exhibit of or to these Terms;
d.a reference to any Party or any other document or arrangement includes that Party’s executors, administrators, substitutes, successors and permitted assigns;
e.where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning;
f.a reference to a “related body corporate” of a body corporate is to a body corporate which is related to that body corporate within the meaning of Section 50 of the Corporations Act 2001;
g.a reference to “dollars” or “$” is to the currency of Australia.
2. ACCEPTANCE
2.1. These Terms apply only where the Client has accepted them in writing.
2.2. These Terms apply to all Services supplied by CFN to the Client, including any future supply of Services, unless otherwise expressly agreed in writing by CFN.
2.3. The Client accepts these Terms only by:
a.accepting a Quote issued by CFN that incorporates these Terms by reference, in writing including by electronic acceptance;
b.providing written confirmation, including by email, that it accepts these Terms and any applicable Quote; or
c.signing or electronically signing a Quote, proposal, statement of work or other document that incorporates these Terms by reference.
d.issuing a purchase order to CFN that identifies the relevant Quote by reference (including by Quote number), provided the Client has already been provided with a copy of, or a link to, these Terms.
2.4. CFN must provide the Client with a copy of these Terms, or a link to these Terms, before the Client accepts them under clause 2.3.
2.5. CFN is not required to commence any Services, supply any Goods, incur any third-party cost, allocate any personnel, or reserve any delivery slot unless and until the Client has accepted these Terms and any applicable Quote in writing in accordance with clause 2.3.
2.6. A request for Services, whether by email, messaging platform or any other communication method, does not by itself bind CFN to commence work unless CFN confirms in writing that the request has been accepted and the Client has already accepted these Terms in accordance with clause 2.3.
2.7. For the avoidance of doubt:
a.verbal requests, verbal approvals and verbal instructions do not constitute acceptance of these Terms, approval of a Quote, authorisation of billable work, or authority for CFN to incur third-party costs; and
b.CFN may rely on written communications from the Client Authorised Representative, signatory, officer, director, employee or other person reasonably appearing to have authority to act for the Client, unless the Client has notified CFN in writing of any limitation on that person’s authority.
3. PROVISION OF SERVICES
3.1. CFN will provide the Services to the Client in accordance with these Terms and any applicable Quote.
3.2. Where more than one Client has each separately accepted a Quote in writing in its own name and in accordance with clause 2.3, those Clients will be jointly and severally liable for payment of the Fees and compliance with these Terms. For the avoidance of doubt, a person who pays for Services but has not accepted a Quote in accordance with clause 2.3 is not a Client and is not bound by these Terms.
3.3. A Quote defines the scope, deliverables, assumptions, exclusions, pricing model, and any specific conditions relating to the Services.
3.4. Services will be provided in accordance with the pricing model specified in the applicable Quote.
3.5. Where Services are provided without an applicable Quote, or where no pricing model is specified, the Services will be provided on a Time & Materials basis in accordance with these Terms, but CFN is not required to commence those Services unless the Client has first given written authorisation in accordance with clause 2 and clause 6.1(h), and any such written authorisation constitutes acceptance of these Terms in accordance with clause 2.3.
3.6. Where a Quote specifies a fixed price or milestone-based fee, that pricing applies only to the Services expressly described within scope. Any Services not expressly included in scope may be provided by CFN on a Time & Materials basis.
3.7. The Client may request changes to the Services. CFN may, at its discretion:
a.issue a new or revised Quote; or
b.provide the additional Services on a Time & Materials basis.
3.8. CFN will determine, in its discretion, the personnel assigned to perform the Services and may replace personnel at any time.
3.9. The Client acknowledges that Services are dependent on the accuracy and completeness of information provided by the Client and third parties. CFN is not responsible for delays, rework, or additional effort arising from incomplete, inaccurate, or changing information.
4. SERVICES ELIGIBILITY
4.1. Services will not be provided in respect of any of the Client’s products, software, applications, cloud software and hardware which are non-genuine (e.g. pirated) or which the Client does not have a licence to use.
5. ACCEPTANCE OF DELIVERABLES
5.1. This clause applies where CFN provides project-based Services or delivers specific deliverables under a Quote.
5.2. On completion of each project phase or deliverable, CFN will notify the Client in writing to the Client Authorised Representative (as specified in the applicable Quote, or if not specified, the signatory to the applicable Quote).
5.3. Unless otherwise specified in a Quote, within 10 Business Days of receiving that notice, the Client must either:
a.confirm acceptance of the phase or deliverable in writing; or
b.notify CFN in writing of any Defects, with reasonable particulars.
5.4. A phase or deliverable will not be rejected for minor Defects that do not materially affect its use for the purpose described in the applicable Quote, provided CFN rectifies those Defects within a reasonable time.
5.5. If the Client does not respond within the period in clause 5.3, the relevant phase or deliverable is taken to be accepted, and CFN has no further liability for Defects in respect of that phase or deliverable.
5.6. Where Services are provided on a milestone or phase-based basis, CFN may pause work on any subsequent phase or deliverable until the current or prior phase or deliverable has been accepted (or is deemed accepted) by the Client under this clause 5, and CFN will not be liable for any delay arising from that pause. Time for performance under any affected milestone will be extended by the period of the pause.
5.7. If the Client notifies any Defects within the period in clause 5.3, and those Defects are attributable to CFN, CFN will rectify those Defects within a reasonable time at no additional charge.
5.8. CFN is not responsible for Defects or issues arising from:
a.changes to configuration, systems or environments made by the Client, its personnel or third parties;
b.the Client's failure to conduct reasonable acceptance testing before sign-off; or
c.environmental or infrastructure conditions outside the scope of the applicable Quote.
5.9. Rectification work carried out outside the period in clause 5.3, or where CFN is not responsible under clause 5.7, will be charged at the applicable rates set out in the Schedule. CFN will not commence billable rectification work without first receiving written authorisation from the Client Authorised Representative.
6. FEES AND PAYMENT TERMS
6.1. Fees
a.The Client agrees to pay the Fees specified in the applicable Quote in accordance with these Terms.
b.Fees may be structured as fixed price, milestone-based, Time & Materials, or a combination thereof, as defined in the applicable Quote.
c.Milestone or phase-based invoices may be issued upon acceptance (including deemed acceptance under clause 5).
d.Where Services are provided on a Time & Materials basis, they will be charged at the rates specified in the applicable Quote, or if not specified, at the applicable rates set out in these Terms (including the applicable Schedule).
e.Unless otherwise specified in a Quote, Time & Materials Services will be billed in 15-minute increments and rounded up to the nearest increment.
f.Where Services are provided at the request of the Client without an applicable Quote (including ad hoc, reactive, or urgent support), such Services will be provided on a Time & Materials basis at the applicable rates set out in these Terms. A minimum charge of two (2) hours will apply per request or engagement, regardless of the actual time spent.
g.All Fees are exclusive of GST unless otherwise stated.
h.CFN will not commence billable work without express written authorisation from the Client or the Client Authorised Representative. Authorisation must be given in writing, including by email or electronic acceptance. Where Services are provided on a recurring or managed basis under a Quote, the Quote constitutes standing written authorisation only for the Services expressly described in it.
6.2. Payment Arrangement
a.All invoices are payable within 14 days of the invoice date unless otherwise specified on the invoice. Invoices not paid by the due date will accrue interest at the rate of 8% per annum, calculated daily on the outstanding amount from the due date until the date of payment in full.
b.Non-payment of invoices may result in services being withheld until payment receipt.
c.Unless otherwise agreed in the applicable Quote, where the quoted Fee in a Quote is over $10,000, the Client is to pay an amount equal to 50% of the quoted Fees to CFN upon acceptance of the Quote. A lesser amount may be charged at CFN’s sole discretion.
d.Services may be invoiced periodically (including monthly in arrears) or as otherwise specified in the applicable Quote.
e.Goods will be invoiced at the time of shipment.
6.3. No Set-Off
a.The Client must pay all amounts due under these Terms and each Quote in full, without set-off, counterclaim, deduction or withholding of any kind, except to the extent required by law.
b.The Client may not withhold, defer or reduce payment of any undisputed amount by reason of any alleged defect, delay, dispute, claim or cross-claim arising out of or in connection with these Terms, any Quote, the Services or the Goods.
c.If the Client disputes an invoice in good faith, the Client must:
i.notify CFN in writing within 30 days after the invoice date, identifying the disputed amount and the reasons for the dispute in reasonable detail; and
ii.pay the undisputed portion of the invoice by the due date.
d.If the Client does not notify CFN of a dispute in accordance with clause 6.3(c), the invoice is taken to be accepted for payment purposes, without limiting the Client’s rights in relation to any manifest error, billing duplication, or any right or remedy that cannot lawfully be excluded.
e.The Parties must use reasonable efforts to resolve any invoice dispute promptly.
f.The existence of an invoice dispute does not affect the Client’s obligation to pay any undisputed amount when due.
g.Nothing in this clause limits the Client’s rights in relation to any amount finally determined to have been overpaid, including any right to a refund or credit to the extent required by law or agreed by the Parties in writing.
7. TERM, SUSPENSION AND TERMINATION
7.1. These Terms commence on the Commencement Date and continue until terminated in accordance with this clause 7.
7.2. Either Party may terminate these Terms for convenience by giving the other Party at least 10 Business Days' written notice.
7.3. Where a Quote specifies a minimum term, committed term, subscription period, licence period, support term, renewal term or other commitment period for particular Services or Goods (Commitment Period), that Commitment Period applies to those Services or Goods despite any termination for convenience under clause 7.2.
7.4. Unless a Quote states otherwise, each Commitment Period renews automatically for successive periods equal to the original Commitment Period, or 12 months if no renewal period is specified in the Quote, but only if CFN gives the Client a written renewal reminder at least 30 days before the end of the current Commitment Period.
For the purposes of this clause 7.4, the renewal reminder must:
a.identify the Services or Goods that are due to renew;
b.state the date on which the then current Commitment Period ends;
c.state the date on which the renewed Commitment Period would commence;
d.state the length of the renewed Commitment Period; and
e.remind the Client that the Commitment Period will renew automatically unless the Client gives written notice of non-renewal before the notice deadline stated in the Quote, or if no notice deadline is stated in the Quote, at least 30 days before the end of the then current Commitment Period.
If CFN does not give that renewal reminder within the required time, the applicable Commitment Period will expire at the end of the current Commitment Period unless the Parties otherwise agree in writing.
If CFN gives a renewal reminder in accordance with this clause 7.4, either Party may prevent the renewal by giving written notice of non-renewal at least 30 days before the end of the current Commitment Period.
7.5. If the Client terminates these Terms, or any affected Services or Goods, before the end of an applicable Commitment Period, other than due to:
a.CFN’s material breach;
b.CFN’s insolvency; or
c.a termination right expressly stated in these Terms or the applicable Quote,
then the Client must pay CFN:
d.all Fees accrued up to the effective date of termination;
e.any non-cancellable third-party charges, cancellation charges, early termination charges, decommissioning costs, recovery costs, freight, restocking costs or other unavoidable third-party or direct costs reasonably incurred by CFN as a result of the early termination, to the extent specified in, or calculated in accordance with, the applicable Quote or otherwise expressly payable under these Terms; and
f.in respect of committed Services to be supplied directly by CFN during the unexpired portion of the applicable Commitment Period, an amount equal to CFN’s reasonable net loss resulting directly from the early termination, calculated by reference to the service Fees that would have been payable for those Services during that period, less:
i.any costs, expenses or charges that CFN does not incur because of the early termination;
ii.any costs, expenses or charges that CFN reasonably avoids or mitigates, including through cancellation, reallocation or redeployment of personnel, contractor capacity, licences, subscriptions, reserved resources or supplier commitments, where reasonably possible; and
iii.any amounts actually recovered by CFN from redeployment, resale or substitution of the affected resources or commitments, where reasonably applicable.
7.6. The amount payable under clause 7.5(f) is agreed to be a genuine pre-estimate of the loss CFN is likely to suffer from early termination of committed Services and is not a penalty.
7.7. CFN must take reasonable steps to mitigate its loss arising from an early termination to the extent required by law.
7.8. CFN may suspend any affected Services, withhold affected deliverables, limit or disable access to affected systems or services, or refuse to supply further Goods or Services if:
a.any amount payable by the Client is overdue and CFN has given the Client written notice of the overdue amount and at least 5 Business Days to remedy the non-payment; or
b.CFN, acting reasonably and in good faith, considers that continuing to provide the Services would expose CFN, its personnel, suppliers or systems to material security, legal, safety or operational risk, and CFN gives the Client written reasons for the suspension as soon as reasonably practicable and in any event within 5 Business Days of the suspension taking effect.
7.9. Where CFN suspends under clause 7.8, CFN will:
a.give the Client prior written notice where reasonably practicable;
b.in the case of suspension for non-payment, reinstate the affected Services promptly after the overdue amount is paid in full or other payment arrangements acceptable to CFN are agreed in writing;
c.in the case of suspension for security, legal, safety or operational risk, use reasonable efforts to limit the suspension to the affected Services, deliverables, systems or circumstances giving rise to the suspension; and
d.use reasonable efforts to restore the affected Services once the relevant cause of suspension has been resolved or sufficiently mitigated.
7.10. During any suspension under clause 7.8:
a.third-party charges, subscription fees, licence fees, hosting fees, reserved resource charges and other committed or pass-through charges continue to accrue and remain payable by the Client to the extent they continue to be incurred by CFN; and
b.time-based or usage-based charges do not accrue unless Services are actually performed during the suspension at the Client’s request or as reasonably required to manage the suspension event.
7.11. Either Party may terminate these Terms immediately by written notice if the other Party:
a.commits a material breach of these Terms that is incapable of remedy;
b.commits a material breach of these Terms that is capable of remedy and fails to remedy that breach within 14 days after receiving written notice requiring it to do so; or
c.becomes insolvent, enters external administration, ceases to carry on business, or is otherwise unable to pay its debts as and when they fall due.
7.12. Without limiting its other rights under these Terms, CFN may terminate these Terms or any affected Services immediately by written notice if:
a.the Client fails to pay any invoice within 14 days after receiving written notice that the amount remains overdue; or
b.the Client materially breaches clause 11 or clause 12 and, where that breach is capable of remedy, fails to remedy that breach within 14 days after receiving written notice requiring it to do so; or
c.the Client materially breaches clause 15, clause 16 or clause 19 in a manner that causes actual loss to CFN or creates a material risk of harm to CFN and, where that breach is capable of remedy, fails to remedy that breach within 14 days after receiving written notice requiring it to do so.
7.13. On expiry or termination:
a.the Client must immediately pay all outstanding amounts owing to CFN, including for Services performed, Goods supplied, committed Services, third-party commitments, and any accrued but unbilled charges;
b.each Party must return the other Party's property in its possession or control, subject to any lawful retention right;
c.the Client must cease using any CFN materials or deliverables except to the extent permitted under these Terms; and
d.any licences expressly stated to continue after termination continue in accordance with their terms.
7.14. If CFN stores Client data as part of the Services, then on expiry or termination, and subject to payment of all outstanding amounts, CFN will make that Client data available to the Client once in a commercially reasonable export format determined by CFN, acting reasonably and having regard to the systems, platforms and services used in connection with the relevant Services.
7.15. Any assistance with extraction, restoration, conversion, migration, transition or handover is outside scope unless otherwise stated in a Quote and may be charged by CFN at its then current rates.
7.16. The Client must, within 30 Business Days, and following at least one written reminder from CFN given no later than 10 Business Days before the end of that period, after being notified that the Client data is available under clause 7.14:
a.retrieve or accept delivery of that Client data; and
b.verify that the Client data has been received in a usable form for the Client’s purposes.
7.17. If the Client reasonably considers that the exported Client data is not in a usable form for the Client’s purposes, the Client must notify CFN in writing within the period stated in clause 7.16, providing reasonable details of the issue, and CFN will use reasonable efforts to re-provide the same Client data in the same or another commercially reasonable export format.
7.18. After the period in clause 7.16 expires, or if the Client has received the Client data and has not notified CFN of any issue under clause 7.16 within that period, CFN may delete, destroy or otherwise remove Client data from its systems, backups, hosted environments or accounts without further notice, except to the extent required by law or expressly required by CFN’s internal retention policies.
7.19. CFN is not liable for any loss arising from deletion, destruction or removal of Client data where CFN has complied with clauses 7.14 to 7.18.
7.20. The Client remains responsible for maintaining its own current backups unless a Quote expressly states that backup, retention and recovery services are included in the Services.
7.21. Clauses intended by their nature to survive termination or expiry survive, including clauses 1, 5, 6, 7, 10, 11, 12, 14, 15, 16, 17, 19, 21 and 23.
8. BUSINESS HOURS
8.1. Services will generally be performed during Business Hours on Business Days, unless otherwise specified in an applicable Quote.
8.2. Where the Client requests Services to be performed outside of Business Hours, CFN may, at its discretion, provide such Services.
8.3. Services performed outside Business Hours will be charged at the applicable After Hours or Extended Hours rates set out in the Schedule, depending on when the Services are performed.
9. TRAVEL
9.1. Where travel outside the metropolitan area of Perth, Western Australia is required to deliver Services to the Client, the Parties will discuss and agree any travel fee prior to travel taking place.
10. PURCHASING GOODS ON BEHALF OF CLIENT
10.1. In the event the Parties agree, where CFN is required to purchase Goods on behalf of the Client in order to carry out the Services or where CFN agrees to do so at the request of the Client, CFN may, in its absolute discretion:
a.require prior upfront payment for the Goods from the Client; or
b.require a non-refundable deposit; or
c.invoice the Client for the Goods.
In each case, the Client must have approved any costs prior to them being incurred by CFN.
10.2. If CFN invoices the Client for Goods then payment of the invoice must be made on the due date for payment nominated on the invoice.
10.3. Ownership and title to the Goods purchased by CFN on behalf of the Client shall remain with CFN until they have been paid for in full.
10.4. The Client must not sell, lease, licence or otherwise encumber the Goods until title passes to the Client.
10.5. Without limiting any other right of CFN, if the Client fails to pay for the Goods when payment is due CFN may repossess the Goods (without liability) and the Client permits CFN to enter its premises for this purpose.
10.6. Risk in any equipment passes to the Client upon delivery.
10.7. Subject to applicable law, the Client may not cancel orders except with CFN's written approval.
10.8. Subject to applicable law, including any non-excludable rights under the Australian Consumer Law:
a.orders may not be cancelled except with CFN's written approval;
b.change-of-mind returns are not accepted;
c.the return of Goods to CFN for credit is subject to CFN's prior written acceptance;
d.non-stocked Goods, built-to-order Goods, opened, used or damaged Goods, and end-of-life Goods will not be accepted for return or may incur a return fee; and
e.if Goods supplied by CFN are defective and CFN is responsible for that defect, CFN may, to the extent permitted by law, elect to:
i.repair the affected Goods within a reasonable time;
ii.replace the affected Goods within a reasonable time; or
iii.refund the price paid for the affected Goods to the extent repair or replacement is not reasonably available or cannot be completed within a reasonable time.
10.9. If the Client purchases a multi-year software licence and related support or maintenance, and the Client and CFN agree to make instalment payments of the purchase price over the term of the licence, then the Client must make all such instalment payments in full and the Client’s purchase is non-cancellable over the term of the licence.
10.10. In the event that an order is processed with an error or inaccuracy in the price of Goods (including an error by a third-party supplier), CFN reserves the right to rectify the issue and the Client will have the option to confirm the order at the correct price of the Goods or cancel the order.
11. RETENTION OF TITLE
11.1. Any property brought on to the Client’s premises by CFN in the provision of the Services belonging to CFN shall remain the property of CFN and the Client must not sell, pledge, lease or otherwise encumber CFN’s property at any time and must ensure that it is kept at all times safe and secure from damage and theft.
12. PERSONAL PROPERTY SECURITIES ACT 2009 (“PPSA”)
12.1. The Client accepts, acknowledges and agrees that:
a.Terms used in this clause shall have the same meaning as in the PPSA unless otherwise specifically defined herein;
b.pursuant to the retention of title rights in clauses 10 and 11, the Client grants a security interest in all products and equipment supplied by CFN to the Client on credit, including any commingled Goods and any Goods belonging to CFN used in the provision of the Services; and
c.CFN can, without notice to the Client, seek registration of its security interest on the Personal Property Securities Register (PPSR).
12.2. The Client will:
a.sign any further documents and/or provide any further information (which information the Client warrants to be complete, accurate and up-to-date in all respects) which CFN may reasonably require to enable perfection of its security interest or registration of a Financing Statement or Financing Change Statement on the PPSR;
b.procure from any persons considered by CFN to be relevant to its security position, such agreement and waivers as CFN may at any time reasonably require.
12.3. To the extent permitted by the PPSA the Client waives its rights to:
a.receive a notice under any of subsections 95(1), 121(4), 129(2) and 130(1) and sections 135 and 157 of the PPSA;
b.receive a statement that includes the information referred to in paragraph 132 (3)(d) of the PPSA;
c.receive a statement under subsection 132(4) of the PPSA;
d.redeem Goods after default under section 142 of the PPSA unless CFN agrees in writing to that redemption;
e.reinstate the Security Agreement under section 143 of the PPSA; and
f.give a Notice of Objection under section 137 of the PPSA.
13. SAFETY AND ACCESS
13.1. In respect of those Services required to be carried out at the Client’s premises the Client must ensure that it provides a safe environment for CFN’s employees, consultants and contractors carrying out the Services, and that the environment complies with all applicable laws relating to occupational health and safety.
13.2. If, in the opinion of CFN, the Client or its employees fail to comply with any safety requirements CFN may suspend the Services (with no liability to CFN) until such time that the safety requirements are complied with.
13.3. The Client must grant CFN and its employees, consultants or contractors such access to its premises, equipment and resources as reasonably required by CFN in order to perform the Services.
14. WARRANTIES AND LIABILITY
14.1. Nothing in these Terms limits or excludes any guarantee, right or remedy that cannot lawfully be limited or excluded, including under the Australian Consumer Law.
14.2. Subject to clauses 14.1, 14.3 and 14.5, each Party's total aggregate liability to the other arising out of or in connection with these Terms, any Quote, the Services, the Goods or any related act or omission, whether in contract, tort, negligence, statute, equity or otherwise, is limited to the total Fees paid or payable by the Client to CFN under the relevant Quote in the 12 months immediately preceding the event giving rise to the claim.
14.3. The liability cap in clause 14.2 does not apply, or applies only as stated below, to the following:
a.in respect of the Client only, non-payment of Fees or other amounts properly due under these Terms is not subject to the liability cap in clause 14.2, and liability is limited to the amount of those unpaid Fees or amounts properly due;
b.fraud, wilful misconduct or wilful unlawful acts by a Party or its personnel are not subject to the liability cap in clause 14.2;
c.in respect of damage to, loss of, or failure to return CFN property or third-party property in the Client's possession or control, the Client's liability is not subject to the liability cap in clause 14.2 and is limited to the replacement value of the relevant property together with any reasonable direct loss suffered by CFN arising from that damage, loss or failure;
d.a Party's misuse of, or infringement of, the other Party's intellectual property rights, systems, accounts or credentials is not subject to the liability cap in clause 14.2 and is instead subject to the Super-Cap; and
e.a Party's material breach of clause 16 or clause 19, including any unauthorised access to, use of or disclosure of the other Party's Confidential Information or personal information, is not subject to the liability cap in clause 14.2 and is instead subject to the Super-Cap, but only to the extent that breach causes actual loss to the other Party or creates a material risk of harm to the other Party.
For the purposes of clauses 14.3(d) and 14.3(e), the Super-Cap means an aggregate liability cap equal to the greater of: (i) three times the total Fees paid or payable by the Client to CFN under the relevant Quote in the 12 months immediately preceding the event giving rise to the relevant claim; and (ii) AUD $250,000, provided that, where multiple claims arise from the same event or from a series of related events, the Super-Cap is to be calculated by reference to the first such event, and the Super-Cap applies in aggregate to all claims under clauses 14.3(d) and 14.3(e) arising from that event or series of related events.
For the avoidance of doubt, amounts payable by the Client under clause 7, including committed Fees and third-party early termination or cancellation costs, are debt claims and are not subject to any liability cap to the extent they are expressly payable under these Terms.
14.4. Subject to clause 14.1 and clause 14.5, neither Party is liable to the other for any indirect, special or consequential loss, or for any loss of profit, loss of revenue, loss of bargain, loss of goodwill, loss of anticipated savings, loss of opportunity or loss of business.
14.5. Clause 14.4 does not apply to:
a.amounts payable by the Client in respect of non-payment of Fees or other amounts properly due; or
b.loss, corruption or recovery of data to the extent such remedy is expressly provided in clauses 7.14 to 7.18 or cannot lawfully be excluded; or
c.any claim for injunctive, equitable or similar relief arising under clauses 15, 16, 17 or 19.
14.6. CFN does not warrant that the Services will make the Client's systems invulnerable, compliant, uninterrupted, error-free or immune from cyber attack, malware, unauthorised access, data loss or other security incidents. The Client acknowledges that risk cannot be eliminated and that the Services may reduce, but do not remove, operational and security risk unless expressly stated otherwise in a Quote.
14.7. To the maximum extent permitted by law, CFN is not liable for any loss to the extent caused or contributed to by:
a.any act or omission of the Client or its personnel;
b.any third-party supplier, carrier, telecommunications provider, software vendor, cloud provider, internet outage, utility outage or other external dependency;
c.the Client's failure to follow CFN's reasonable instructions, recommendations, remediation advice, security guidance or system requirements;
d.any unauthorised change to systems, configurations or environments not made by CFN; or
e.any delay or inaccuracy in information, approvals, access, materials or decisions provided by the Client.
14.8. Any liability of CFN is reduced proportionately to the extent that the Client or its personnel caused or contributed to the relevant loss.
14.9. Except as expressly set out in these Terms, and to the maximum extent permitted by law, all conditions, warranties, guarantees and representations relating to the Services and Goods are excluded.
15. INTELLECTUAL PROPERTY
15.1. The Client retains ownership of all data, records, materials, systems, specifications, content, software and other intellectual property owned by or licensed to the Client before the Commencement Date or developed independently of these Terms (Client Background IP).
15.2. CFN retains ownership of all intellectual property owned by or licensed to CFN before the Commencement Date or developed independently of these Terms, including all tools, templates, methodologies, know-how, processes, scripts, libraries, connectors, utilities, routines, documentation frameworks, standard forms, code bases and other reusable materials used in performing the Services (CFN Background IP).
15.3. Unless a Quote expressly states otherwise, all right, title and interest in and to:
a.CFN Background IP;
b.any modifications, enhancements, adaptations or derivative works of CFN Background IP; and
c.any tools, templates, methodologies, scripts, automations, connectors, utilities, documentation frameworks, standard forms, code libraries, know-how, processes and other reusable materials created, developed, adapted, configured or supplied by CFN in connection with the Services,
vest in and remain the property of CFN.
15.4. Subject to clauses 15.5 to 15.8, no ownership in any intellectual property is assigned to the Client except to the extent expressly stated in these Terms or in a Quote.
15.5. Unless a Quote expressly states otherwise, as between the Parties:
a.CFN retains ownership of CFN Background IP and all tools, templates, methodologies, scripts, automations, connectors, utilities, documentation frameworks, standard forms, code libraries, know-how, processes and other reusable materials used in connection with the Services;
b.the Client will own the final project-specific deliverables created by CFN specifically for the Client and identified as deliverables in the applicable Quote, excluding any CFN Background IP incorporated in, embedded in or required for those deliverables; and
c.upon payment of all Fees due for the relevant Services, CFN assigns to the Client all right, title and interest in those final project-specific deliverables referred to in paragraph (b).
15.6. To the extent any CFN Background IP is incorporated in, embedded in, or required to use the deliverables assigned under clause 15.5, CFN grants the Client a perpetual, non-exclusive, royalty-free, irrevocable (subject to the Client’s payment of all Fees when due and compliance with these Terms) licence to use, copy, execute, maintain, modify and obtain the benefit of that CFN Background IP solely as necessary for the Client and its Related Bodies Corporate, professional advisers, contractors, managed service providers and replacement service providers to use, maintain, support and obtain the benefit of those deliverables for the Client’s internal business operations.
15.7. The licence in clause 15.6 does not permit the Client to:
a.sell, license, distribute, commercialise or make available any CFN Background IP separately from the deliverables supplied for the Client’s internal business operations, except to the Client’s Related Bodies Corporate and the persons permitted under clause 15.6 solely for the Client’s benefit in connection with the Client’s business operations;
b.remove, alter or obscure any proprietary notice, attribution or identifier used by CFN or its licensors in relation to any CFN Background IP, except to the extent reasonably necessary to use, maintain or support the deliverables; or
c.use any CFN Background IP except as permitted under clause 15.6.
15.8. Nothing in clauses 15.5 to 15.7 transfers ownership of CFN Background IP to the Client. CFN may retain and use its general know-how, skills, experience, concepts, techniques and reusable tools developed or used in performing the Services, provided it does not disclose the Client’s Confidential Information or use the Client’s identifiable deliverables for another customer without the Client’s consent.
15.9. To the extent any third-party software, hardware, platform, subscription, data set or materials are supplied or made available as part of the Services, those items remain subject to the applicable third-party licence terms and the Client must comply with those terms.
15.10. The Client grants CFN a non-exclusive, royalty-free licence to use, copy, host, transmit, modify and otherwise deal with the Client Background IP to the extent reasonably necessary for CFN to perform the Services.
16. CONFIDENTIALITY
16.1. Each Party may disclose Confidential Information to the other in connection with these Terms. Each receiving Party must keep the disclosing Party's Confidential Information confidential and must not use or disclose that Confidential Information except as permitted by these Terms.
16.2. In this clause 16, Confidential Information means all information in any form disclosed by or on behalf of a Party that:
a.is identified as confidential or proprietary;
b.a reasonable person would understand to be confidential given its nature and the circumstances of disclosure; or
c.relates to that Party's business affairs, pricing, customers, suppliers, systems, security controls, source code, software, credentials, data, finances, products, services, know-how, trade secrets or intellectual property.
16.3. Confidential Information does not include information that the receiving Party can prove:
a.was lawfully known to it before disclosure, without obligation of confidence;
b.is or becomes public through no breach of these Terms;
c.is lawfully received from a third party without restriction; or
d.is independently developed without reference to the Confidential Information.
16.4. Each receiving Party must:
a.protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information, and no less than reasonable care;
b.only use the Confidential Information for the purposes of performing, receiving or enforcing these Terms;
c.only disclose the Confidential Information to its personnel, professional advisers, insurers, financiers or auditors who need to know it for that purpose and who are bound by obligations of confidence; and
d.promptly notify the disclosing Party if it becomes aware of any unauthorised access to, use of or disclosure of Confidential Information.
16.5. A receiving Party may disclose Confidential Information where required by law, court order or a binding regulatory requirement, provided that, where lawful and practicable, it first gives the disclosing Party prompt written notice and reasonably cooperates with any request to limit or manage the disclosure.
16.6. On written request by the disclosing Party, or on termination of these Terms, the receiving Party must promptly return or destroy the disclosing Party's Confidential Information in its possession or control, except to the extent:
a.retention is required by law, professional standards, insurance requirements, internal compliance policies or bona fide backup and archival systems; or
b.the Confidential Information is contained in securely maintained electronic backups created automatically in the ordinary course of business.
16.7. Confidential Information remains the property of the disclosing Party. No rights are granted to the receiving Party except the limited right to use the Confidential Information for the purposes permitted by these Terms.
16.8. The obligations in this clause 16 continue for 3 years after termination or expiry of these Terms, except in respect of trade secrets, source code, credentials, security architecture and other information that by its nature is confidential for so long as that information remains confidential.
16.9. Each Party acknowledges that damages may be an inadequate remedy for breach of this clause 16 and that the disclosing Party may seek injunctive or equitable relief in addition to any other remedy available.
17. NON-SOLICITATION OF CFN PERSONNEL
17.1. During the period in which CFN provides Services to the Client, and for 12 months after the end of the last Service supplied under these Terms, the Client must not, without CFN's prior written consent, directly or indirectly:
a.employ, engage, retain or appoint; or
b.solicit, canvass, entice or induce to leave CFN, any person who was an employee, contractor or consultant of CFN and who was directly involved in providing the Services to the Client during the 12 months before the relevant conduct.
17.2. Clause 17.1 does not apply where the relevant person responds to a genuine general recruitment campaign not specifically targeted at CFN personnel.
17.3. If the Client breaches this clause 17 and a person described in clause 17.1 is employed or engaged by the Client or any Related Body Corporate of the Client within 12 months after that breach, the Client must pay CFN, as a genuine pre-estimate of recruitment and replacement loss, an amount equal to 30% of that person's total annual remuneration package or, for a contractor or consultant, 30% of the annualised fees payable for that engagement.
18. MARKETING
18.1. With the Client's prior written consent (not to be unreasonably withheld), CFN may refer to the Client's trade name in CFN's marketing materials and statutory reports to indicate that the Client is a customer of CFN. CFN will not use the Client's trade marks or logos without specific written approval from the Client in each instance.
19. PRIVACY, DATA HANDLING AND SECURITY
19.1. Each Party must comply with the Privacy Act 1988 (Cth) and any other applicable privacy or data protection law to the extent it applies to that Party in connection with these Terms.
19.2. If the Client provides CFN with personal information, the Client warrants that:
a.it has collected, used and disclosed that personal information lawfully;
b.it is authorised to disclose that personal information to CFN for the purposes of the Services; and
c.CFN may use, disclose, store, transfer and process that personal information as reasonably necessary to provide the Services.
19.3. The Client acknowledges that, unless expressly stated otherwise in a Quote, CFN provides technology services and does not assume the role of data controller, custodian or statutory decision-maker in relation to the Client's personal information.
19.4. CFN will implement and maintain reasonable technical and organisational measures designed to protect personal information and Client data against unauthorised access, misuse, interference, loss and unauthorised modification or disclosure, having regard to the nature of the Services. CFN does not warrant that any system, service or environment is completely secure or free from vulnerability.
19.5. If either Party becomes aware of a data breach, security incident or suspected unauthorised access affecting personal information handled in connection with the Services, that Party must notify the other Party as soon as reasonably practicable and the Parties must reasonably cooperate in investigating, containing and responding to the incident.
19.6. Unless expressly stated otherwise in a Quote:
a.the Client is responsible for determining whether the Services are suitable for the Client's legal, regulatory and operational requirements;
b.the Client is responsible for its own backup, retention, recovery, business continuity and disaster recovery arrangements; and
c.CFN is not responsible for the security, availability or performance of any third-party platform, carrier, cloud provider, software vendor or other external service used by the Client or incorporated into the Services.
19.7. If CFN discloses personal information to the Client in connection with the Services, the Client must only use, store, disclose and otherwise handle that personal information for the purposes of these Terms and in accordance with applicable law.
20. PROFESSIONAL SERVICES
20.1. Where CFN performs assessments, audits, reviews, gap analyses, strategic advisory, design work, implementation planning, architecture, procurement advice, security assessments, compliance advisory or similar advisory or consulting services (Professional Services), CFN will perform those Professional Services with due care and skill, exercising professional judgement based on the information, systems, environment and Client input made available to CFN at the time of performance.
20.2. The output of any Professional Services, including any report, recommendation, design, assessment, opinion or other deliverable, reflects conditions observed and information provided to CFN, at the time of performance. CFN is not required to revisit, re-perform or update the output to reflect subsequent changes in the Client’s environment, systems, personnel, processes, third-party inputs or applicable law unless expressly engaged in writing to do so.
20.3. Unless expressly stated in a Quote, Professional Services do not include:
a.implementation, execution or operationalisation of any recommendation, design, plan or finding;
b.ongoing monitoring, assurance, remediation, managed support or any equivalent continuing service;
c.the preparation, lodgement or certification of any regulatory submission, return, filing or attestation;
d.legal, taxation, accounting, actuarial or fiduciary advice; or
e.any warranty, opinion, assurance or certification addressed to, or intended to be relied on by, any third party.
21. DISPUTES
21.1. Where a dispute, controversy or claim relating to or in connection with these Terms arises the Parties agree to comply with the following procedure before commencing any legal proceedings:
a.The disputing Party will issue a notice to the other Party outlining the dispute (“Dispute Notice”).
b.Authorised Representatives nominated by each Party will meet within 10 Business Days of issue of the Dispute Notice.
21.2. The Parties must use reasonable endeavours to resolve the dispute in good faith during the period following the meeting. Where the dispute remains unresolved after ten Business Days from the meeting, either Party may refer the matter to mediation administered by the Australian Disputes Centre, or if that body is unavailable, by another mediator agreed between the Parties.
21.3. The cost of mediation will be borne equally by the Parties.
21.4. If the dispute cannot be resolved through mediation, then the Parties are free to commence legal proceedings.
21.5. Nothing in this clause 21 prevents either Party from seeking urgent interlocutory, injunctive or equitable relief at any time from a court of competent jurisdiction, including where reasonably necessary to protect confidential information, intellectual property, data, systems, security, property or to prevent imminent harm.
22. VARIATION OF TERMS
22.1. CFN may vary these Terms from time to time by giving the Client at least 30 days' prior written notice of the variation and its effective date, where the variation is reasonably required:
a.to reflect changes in applicable law, regulation, regulatory guidance or industry standards;
b.to address security, technical, operational or service delivery requirements;
c.to reflect changes imposed by third-party suppliers, licensors, carriers, cloud providers or other upstream providers used in connection with the Services;
d.to correct manifest errors and drafting inconsistencies that do not have a material adverse effect on the Client; or
e.to make administrative or non-material changes.
22.2. Despite clause 22.1, CFN may not unilaterally vary, in respect of any current Quote or Commitment Period, any of the following without the Client's express written agreement:
a.fixed pricing, committed pricing, minimum charges or agreed rate review mechanisms;
b.committed quantities, minimum terms, renewal periods or notice periods for non-renewal;
c.the scope of Services or deliverables in a manner that materially reduces the Services or deliverables the Client is entitled to receive;
d.the liability allocation under clause 14, except to the minimum extent reasonably necessary to reflect a change referred to in clause 22.1(a) or clause 22.1(c); or
e.any customer-specific special condition or other commercial term expressly agreed in the applicable Quote.
22.3. If CFN proposes a variation under clause 22.1 that is not within clause 22.2, but would reasonably be expected to have a material adverse effect on the Client in relation to the affected Services, CFN must identify that effect in the notice given under clause 22.1, and the Client may object to the variation by written notice given before the proposed effective date and no later than 5 Business Days before that date.
22.4. If the Client gives notice under clause 22.3, the Parties must use reasonable efforts during the balance of the notice period to agree an alternative arrangement for the affected Services.
22.5. If the Parties do not agree an alternative arrangement before the proposed effective date of the variation, then either Party may, by written notice given before or within 10 Business Days after that effective date, terminate the affected Services only, without fault by either Party and without triggering early termination liability under clause 7.5 in respect of those affected Services, except that:
a.the Client must pay all Fees accrued up to the effective date of termination;
b.the Client must pay any non-cancellable third-party charges, cancellation charges, decommissioning costs, recovery costs or other unavoidable costs reasonably incurred by CFN in connection with the affected Services, to the extent specified in, or calculated in accordance with, the applicable Quote or otherwise expressly payable under these Terms; and
c.each Party must comply with any applicable transition, return, export, handover or disengagement provisions in these Terms or the applicable Quote.
22.6. For the avoidance of doubt, nothing in this clause 22 permits CFN to vary any special condition, commercial term, scope, fixed pricing, committed pricing, minimum charge, rate review mechanism or other customer-specific term contained in an applicable Quote except with the Client's express written agreement.
23. MISCELLANEOUS
23.1. Entire Agreement
These Terms, together with any applicable Quote, constitute the entire agreement between CFN and the Client in relation to the supply of Services and/or Goods and supersede all prior agreements, representations, and understandings.
23.2. Severability
If any part of these Terms is, or becomes, void or unenforceable, that part is, or will be, severed from these Terms so that all parts that are not, or do not become, void or unenforceable remain in full force and effect and are unaffected by that severance.
23.3. Waiver
Subject to any provision of these Terms making time of the essence, failure to exercise or delay in exercising any right, power or privilege by any Party will not operate as a waiver of that right, power or privilege.
23.4. Governing Law
These Terms are governed by the laws in force in Western Australia, and each Party submits to the exclusive jurisdiction of the courts of Western Australia.
23.5. Agreement Entry
The Client acknowledges that the person accepting the Quote on its behalf is authorised to do so and may bind the Client to all the terms and conditions contained herein and represents and warrants that such person is acting within the scope of his or her authority as an officer, director or duly authorised agent or employee of the Client and that if requested by CFN will provide evidence to the satisfaction of CFN of the authority of the person accepting the Quote. CFN may, at its discretion, require the Client to execute a Quote and these Terms in accordance with section 127 of the Corporations Act 2001 (Cth) where CFN considers the engagement to be of significant value, duration or risk. CFN will give reasonable notice of any such requirement.
23.6. Authorisation
None of CFN’s employees, agents or representatives who are not Authorised Representatives are authorised to make any representations, statements, conditions or agreements not expressed by CFN in writing nor is CFN bound by any such unauthorised statements.
23.7. Independent Contractor
The Parties acknowledge that CFN is engaged under these Terms as a non-exclusive independent contractor and CFN may engage its own contractors to carry out the Services or any part thereof under these Terms. No relationship of employment, agency, partnership, joint venture or trust is created between the Parties by these Terms.
23.8. Notices
a.A notice, consent, approval or other communication under these Terms must be in writing and sent by or on behalf of the Party giving it, and addressed to the Party to whom it is to be given.
b.A notice may be given by:
i.delivery by hand to that Party’s address;
ii.pre-paid mail to that Party’s address; or
iii.email to that Party’s email address.
c.A notice given in accordance with this clause is treated as having been given and received:
i.if delivered by hand, on the day of delivery if that day is a Business Day, otherwise on the next Business Day;
ii.if sent by pre-paid mail, on the third Business Day after posting; or
iii.if sent by email, at the time the email enters the addressee’s information system, unless the sender receives an automated message or other notice that the email was not delivered or was rejected, in which case the notice is not taken to have been received.
d.If a notice is given by email after 5:00pm in the place of receipt, or on a day that is not a Business Day in the place of receipt, it is taken to have been received at 9:00am on the next Business Day in that place.
e.For the purposes of this clause, a Party’s address and email address are those set out in the applicable Quote, or any replacement address or email address notified in writing. If there is no applicable Quote, then the relevant address or email address is the most recent business address or email address used by that Party in communications relating to the Services, unless and until that Party notifies a replacement address or email address in writing.
23.9. Costs
Each Party bears their own costs in relation to these Terms.
23.10. Assignment
The Client may not assign these Terms without the prior written consent of CFN, such consent not to be unreasonably withheld. CFN may assign, license or subcontract all or any part of its rights and obligations under these Terms, including to a related body corporate or in connection with a business sale, merger or restructure.
23.11. Force Majeure
Neither Party is liable for any default to the extent caused by any act of God, epidemic or pandemic, war, terrorism, strike, lock out, industrial action, fire, flood, drought, storm or other event beyond the reasonable control of either Party (Force Majeure Event). The affected Party must give the other Party written notice of the Force Majeure Event as soon as reasonably practicable and in any event within 5 Business Days of becoming aware of it, including reasonable details of the event, the obligations affected, and the expected duration. The affected Party must use reasonable efforts to mitigate the effects of the Force Majeure Event and to resume performance as soon as practicable, and must keep the other Party reasonably informed of progress. If a Force Majeure Event continues for more than 60 consecutive days, either Party may terminate the affected Services by written notice without further liability, save in respect of accrued rights and obligations as at the date of termination.
23.12. Special Conditions
The Parties agree that the special conditions contained in the Quote (if any) form part of these Terms and prevail over any inconsistent provision in these Terms to the extent of the inconsistency.
23.13. Order of Precedence
To the extent of any inconsistency, the following order of precedence applies:
a.any special conditions in the applicable Quote;
b.the scope, assumptions, exclusions, deliverables, customer responsibilities, pricing, implementation details, milestones, acceptance criteria, and other commercial or operational terms in the applicable Quote;
c.these Terms; and
d.the Schedule.
SCHEDULE: ITEM 1 - RATES
1. Standard Time & Materials Rates
a.Business Hours (BH): $250 per hour (AUD, ex GST)
b.After Hours (AH): $375 per hour (AUD, ex GST)
c.Extended Hours (EH): $500 per hour (AUD, ex GST)
2. Application of Rates
These rates apply where:
a.Services are provided on a Time & Materials basis; and
b.no alternative rates are specified in an applicable Quote.
3. Rate Changes
CFN may update the rates in this Schedule by giving the Client at least 30 days' prior written notice.
Updated rates will apply only to Services commenced after the effective date of the rate change, unless the applicable Quote expressly permits rate review during a Commitment Period.
This Rate Changes section of Item 1 of the Schedule sets out the exclusive process for any change to the rates in this Schedule, and clause 22 does not apply to a rate change made in accordance with this Rate Changes section, except that CFN may not vary any rate, charge or minimum charge that is fixed, committed or otherwise expressly agreed in an applicable Quote unless that Quote expressly permits the relevant change.
If the Client does not accept an updated rate that would apply to Services outside a current Commitment Period, the Client may terminate the affected Services by written notice to CFN before the effective date of the rate change, without incurring early termination liability under clause 7.5 in respect of those affected Services.
For clarity, where an applicable Quote specifies fixed pricing, committed pricing, minimum charges, or a specific rate review mechanism, the applicable Quote prevails over this Schedule to the extent of any inconsistency.
4. Minimum Charges
A minimum charge of 2 hours applies per request or engagement, regardless of actual time spent, unless otherwise specified in an applicable Quote.