Terms of Service

1. Acceptance of Terms

By accessing or using our services, you agree to be bound by these Terms of Service. If you do not agree to these terms, please do not use our services.

2. Description of Services

We provide professional consulting and advisory services related to Microsoft technologies, including but not limited to:

• On-demand consulting hours
• Retainer-based advisory services
• Fixed-scope project delivery
• Technical implementation and configuration
• Training and documentation services

3. Service Engagement Models

3.1 On-Demand Hours

• Pay-as-you-go: Services are billed hourly as consumed, with invoices issued upon completion of work
• Prepaid Hour Blocks: Discounted hour blocks are purchased and paid in full upfront, with hours drawn down as services are consumed
• Minimum booking blocks apply as specified in service descriptions
• Response times vary based on service tier selected
• Pay-as-you-go invoices are due within 14 days of invoice date
• Prepaid hour blocks are valid for the period specified at time of purchase

3.2 Retainer Services

• Advance Monthly Payment: Retainer fees are billed and paid in advance on the 1st of each month (or on the anniversary date of service commencement)
• Initial Payment: First month's retainer is due upon signing the retainer agreement
• Commitment Period: Retainer services operate on a month-to-month basis after any initial commitment period
• Cancellation Policy: Either party may cancel with 30 days written notice. Upon notice of cancellation, you remain obligated to pay for the current month plus one additional month
• Non-Refundable: Monthly retainer fees are non-refundable once the service month has commenced
• Discount Rationale: Discounted rates reflect your commitment to ongoing monthly engagement and priority service access
• Monthly fees cover a specified number of hours as defined in the retainer agreement
• Unused hours may roll over subject to rollover policies specified in the retainer agreement
• Priority scheduling over on-demand customers

3.3 Fixed-Scope Projects

• Payment Structure: Fixed-price projects are billed 50% upfront upon signing the Statement of Work, with the remaining 50% due upon project completion and delivery
• Upfront Payment: Work will not commence until the initial 50% deposit is received
• Final Payment: Final deliverables and documentation will be released upon receipt of final payment
• Milestone Billing: For larger projects (over $25,000), alternative milestone-based payment schedules may be agreed in writing
• Scope, deliverables, and pricing are defined in a Statement of Work
• Changes to scope require written agreement and may incur additional fees calculated at standard hourly rates
• Project timelines are estimates and subject to reasonable variation based on client responsiveness and unforeseen technical complexities

4. Client Responsibilities

You agree to:

• Provide accurate information and necessary access to systems
• Respond to requests for information in a timely manner
• Maintain appropriate backups of your data
• Comply with all applicable laws and Microsoft licensing terms
• Pay all fees when due

5. Payment Terms

5.1 Fees and Billing

• All fees are in Australian Dollars (AUD) unless otherwise specified
• Hourly rates and project fees are as agreed in writing
• On-Demand Hours: Billed upon completion, due within 14 days
• Prepaid Hour Blocks: Paid in full at time of purchase
• Retainer Services: Billed monthly in advance, due on the 1st of each month (or anniversary date)
• Fixed-Price Projects: 50% deposit due before work commences, 50% due upon completion
• Late payments may incur interest at the rate of 1.5% per month (18% per annum)
• Overdue accounts may result in suspension of services until payment is received

5.2 Expenses

• Pre-approved expenses will be billed at cost
• Travel expenses, if required, are billed separately

5.3 Refunds

• On-Demand Hours: No refunds for completed work
• Prepaid Hour Blocks: Unused hours may be refunded within 30 days of purchase, minus a 10% administration fee. After 30 days, all sales are final
• Retainer Services: Monthly retainer fees are non-refundable once the service month has commenced
• Fixed-Price Projects:
  • Deposits are non-refundable once work has commenced
  • If project is cancelled before work commences, deposit will be refunded minus any scoping or preparation costs incurred
  • Final payments are non-refundable once deliverables have been provided
• Refunds, if applicable, will be processed within 14 business days

6. Intellectual Property

6.1 Client Materials

You retain all ownership rights to your data, content, and existing intellectual property.

6.2 Deliverables

• Custom work product created specifically for you becomes your property upon full payment
• We retain ownership of our pre-existing methodologies, tools, and frameworks
• We may use generalized learnings from projects in our other work

6.3 Third-Party Licenses

Work may incorporate Microsoft or third-party software requiring separate licenses. You are responsible for obtaining and maintaining necessary licenses.

7. Confidentiality

7.1 Protection of Information

We will maintain the confidentiality of your proprietary information and will not disclose it to third parties without your consent, except as required by law.

7.2 Exceptions

Confidentiality obligations do not apply to information that:

• Is publicly available
• Was rightfully known prior to disclosure
• Is independently developed
• Is required to be disclosed by law

8. Warranties and Disclaimers

8.1 Service Warranty

We warrant that services will be performed in a professional and workmanlike manner consistent with industry standards.

8.2 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED, SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8.3 No Guarantee of Results

We do not guarantee specific outcomes, performance improvements, or business results from our services.

9. Limitation of Liability

9.1 General Limitation

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATED TO SERVICES SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM IN THE 12 MONTHS PRIOR TO THE CLAIM.

9.2 Exclusion of Consequential Damages

WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION.

9.3 Australian Consumer Law

Nothing in these terms excludes, restricts, or modifies any consumer guarantee, right, or remedy that cannot be lawfully excluded under the Australian Consumer Law or other applicable law.

10. Indemnification

You agree to indemnify and hold us harmless from any claims, damages, or expenses arising from:

• Your use of our services
• Your violation of these terms
• Your violation of any third-party rights
• Your violation of applicable laws

11. Term and Termination

11.1 Term

These terms remain in effect while you use our services.

11.2 Termination by Either Party

• On-demand services: Either party may discontinue at any time
• Retainer services: May be terminated per agreement terms
• Projects: Governed by Statement of Work

11.3 Effect of Termination

• You remain responsible for payment of fees for work completed
• Termination does not affect confidentiality obligations
• We may retain copies of deliverables for our records

12. Independent Contractor

We are an independent contractor, not an employee or agent. We are solely responsible for our own taxes, insurance, and business operations.

13. Force Majeure

We are not liable for delays or failures in performance resulting from circumstances beyond our reasonable control, including natural disasters, pandemics, internet failures, or government actions.

14. Dispute Resolution

14.1 Governing Law

These terms are governed by the laws of Queensland, Australia.

14.2 Dispute Process

Before initiating legal proceedings, parties agree to attempt good-faith negotiation to resolve disputes.

14.3 Jurisdiction

You agree to submit to the exclusive jurisdiction of the courts of Queensland, Australia for resolution of disputes.

15. General Provisions

15.1 Entire Agreement

These terms, together with any service agreements and statements of work, constitute the entire agreement between parties.

15.2 Amendments

We may update these terms at any time. Material changes will be communicated via email or website notice. Continued use of services constitutes acceptance of updated terms.

15.3 Severability

If any provision is found unenforceable, the remaining provisions remain in full effect.

15.4 Waiver

Failure to enforce any provision does not constitute a waiver of that provision.

15.5 Assignment

You may not assign these terms without our written consent. We may assign these terms to any successor or affiliate.

15.6 Notices

Notices should be sent to the contact information provided on our website.

16. Contact Information

For questions about these Terms of Service, please contact us through our website.