Updated as of 30 May 2026.
Approved by Linden Jackson, Managing Director, Agile IT Solutions Pty Ltd.

1. Definitions

1.1 “Agreement” means the AgileMANAGED Agreement, including the Schedule, these Terms and Conditions, and any agreed written variations.

1.2 “AgileMANAGED” means the Company’s managed services framework under which Services are delivered, incorporating ongoing management, monitoring, security, support, vendor coordination, and governance.

1.3 “Business As Usual (BAU)” means the ongoing operation, support, maintenance, and management of the Managed Environment within the agreed scope of the Services.

1.4 “Business Day” means any day other than a Saturday, Sunday or public holiday in Melbourne, Victoria.

1.5 “Business Hours” means 8:30am to 5:30pm on a Business Day. Support requested outside Business Hours is provided as an emergency after-hours service and is charged at the after-hours rate set out in clause 18.

1.6 “Client” means the person or entity receiving the Services.

1.7 “Company” means Agile IT Solutions Pty Ltd.

1.8 “Confidential Information” includes all information of any kind or form provided by or on behalf of one party to the other in connection with this Agreement, but does not include information which:

  • 1.8.1 was, at the time the information was provided, available to the general public.
  • 1.8.2 becomes, at a later date, available to the general public, other than as a result of a breach of this Agreement, and then only after the later date.
  • 1.8.3 the recipient can demonstrate:
    • 1.8.3.1 was in its possession before the information was provided by or on behalf of the discloser.
    • 1.8.3.2 was developed independently by the recipient without reference to the information provided by or on behalf of the discloser.
  • 1.8.4 was disclosed to the recipient on a non-confidential basis by a third party who has the lawful right to disclose the information.

1.9 “Currency” means a reference to “$” or “dollars” is a reference to Australian dollars.

1.10 “Force Majeure” means any act, event or cause beyond the reasonable control of a party to this Agreement including, but not limited to, acts of God, terrorism, industrial disputes, failure of utilities including electricity, gas, water and telecommunications, war, civil strife, flood, storm, severe weather, fire, unavailability of supplies, explosion, epidemic, breakdown of plant, machinery or equipment or shortages of labour, transportation, fuel, power or plant, machinery, equipment or material.

1.11 “GST” means the goods and services tax as provided for by the GST Law.

1.12 “GST Act” means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

1.13 “GST Law” means the GST Act and any associated legislation including without limitation delegated legislation.

1.14 “Initial Prices” means the prices set out in the Schedule at which the Company invoices the Client for the Services at the commencement of the Agreement.

  • 1.14.1 Any variation to the Initial Prices is governed by the AgileMANAGED Agreement.

1.15 “Intellectual Property Rights” means all forms of intellectual property including, without limitation, copyrights, rights arising from computer programs, registered and unregistered designs, artwork, Confidential Information, trade secrets, know-how, brand names, business names, trademarks, goodwill and all other proprietary rights recognised at law.

1.16 “Managed Environment” means the systems, devices, users, platforms, and infrastructure that are included within the scope of the Services.

1.17 “Project Services” means any work that extends beyond Business As Usual operations, including changes to systems, infrastructure, or security, which are separately scoped, quoted, and agreed in writing.

1.18 “Services” means:

  • 1.18.1 the services described in the AgileMANAGED Agreement and Schedule.
  • 1.18.2 any additional services agreed in writing between the parties during the Term.

1.19 “Term” means the period during which the Services are provided, as defined in the Schedule.

1.20 “Third-Party Services” means any subscriptions, licences, software, platforms, or services provided by external vendors and supplied, managed, or supported by the Company under the Agreement.

2. Application, incorporation and precedence

2.1 These Terms and Conditions apply to all Services provided by the Company.

2.2 These Terms and Conditions operate together with any AgileMANAGED Agreement agreed between the Company and the Client.

2.3 These Terms and Conditions apply to the extent they are not inconsistent with the AgileMANAGED Agreement.

2.4 If there is any inconsistency between these Terms and Conditions and the AgileMANAGED Agreement, the AgileMANAGED Agreement prevails.

2.5 Any update to these Terms and Conditions applies prospectively only and does not vary an existing AgileMANAGED Agreement unless expressly agreed in writing by both parties.

3. Acceptance

3.1 The Agreement is accepted when the Client does any of the following:

  • 3.1.1 signs the Agreement or accepts it via an electronic signature process.
  • 3.1.2 confirms acceptance by email.
  • 3.1.3 submits a request for Services or otherwise instructs the Company to commence Services.
  • 3.1.4 makes part or full payment for the Services.

3.2 The Agreement commences on acceptance under clause 3.1.

3.3 The Agreement applies to requests for Services received orally or in writing, subject to the scope set out in the Schedule.

4. Services, scope and delivery model

4.1 The Company will provide the Services described in the Schedule.

4.2 The Services are delivered under the AgileMANAGED framework.

4.3 The Services are intended to manage and support the Client’s Managed Environment on a Business As Usual basis.

4.4 Project Services are outside Business As Usual and must be separately scoped, quoted, and agreed in writing prior to commencement.

4.5 The Company may rely on information and instructions provided by the Client.

  • 4.5.1 The Company is not responsible for outcomes impacted by incomplete or inaccurate information provided by the Client.

4.6 Where the Client introduces systems, services, users, devices, or changes outside the agreed scope without the Company’s involvement, the Company may treat any required work as Project Services or out-of-scope Services.

5. Variations and changes

5.1 Any variation to Services, scope, or pricing under an AgileMANAGED Agreement is governed by the AgileMANAGED Agreement.

5.2 These Terms and Conditions do not vary any fixed-term, prepaid, or vendor-committed subscriptions or licences unless otherwise agreed in writing.

6. Quotes, estimates and out-of-scope work

6.1 Where Services are provided under an AgileMANAGED Agreement, the Price and invoicing model are as set out in the Schedule.

6.2 Where the Client requests Project Services or out-of-scope Services, the Company may provide a quote or estimate.

6.3 Project Services must be agreed in writing prior to commencement.

6.4 Unless stated to be a fixed price quote, any estimate is indicative only and not binding.

7. Invoicing and payment

7.1 Unless otherwise agreed in writing, invoices are payable within seven (7) days of invoice date.

7.2 All amounts are stated in Australian dollars and exclude GST unless stated otherwise.

7.3 If any amount is unpaid for thirty (30) days after its due date, the Company may:

  • 7.3.1 charge interest on the overdue amount at 5% per annum calculated daily.
  • 7.3.2 engage debt collection services for the collection of unpaid and undisputed debt.
  • 7.3.3 commence legal proceedings for outstanding amounts owed.
  • 7.3.4 recover reasonable costs incurred in recovering unpaid amounts from the Client.

7.4 If the Client disputes an invoice, the Client must:

  • 7.4.1 pay the undisputed portion by the due date.
  • 7.4.2 notify the Company in writing of the disputed portion and the reasons for the dispute.

7.5 The Company may suspend Services for non-payment where an amount remains unpaid beyond the due date.

8. Third-Party Services

8.1 The Services may depend on Third-Party Services.

8.2 The Company is not responsible for failures, outages, limitations, or changes in Third-Party Services that are outside the Company’s control.

8.3 Where a third-party vendor imposes minimum terms, non-cancellable commitments, renewal rules, or pricing changes, those vendor terms apply.

8.4 The Client remains responsible for any third-party commitments entered into on its behalf under the Agreement, including any commitments that extend beyond the Term.

9. Client responsibilities and authorised contact

9.1 The Client is responsible for:

  • 9.1.1 its business decisions, governance, and risk appetite.
  • 9.1.2 ensuring its personnel use systems and credentials appropriately.
  • 9.1.3 approving, rejecting, deferring, or modifying recommendations provided by the Company.
  • 9.1.4 maintaining any systems or services that are outside the Managed Environment.

9.2 The Client must nominate an authorised representative to communicate with the Company.

9.3 The Company may rely on instructions and approvals provided by the authorised representative.

9.4 Where the Client rejects, defers, or modifies recommendations outside the agreed scope of Services, the Client acknowledges that this may increase risk and may impact outcomes.

10. Confidentiality

10.1 Each party must use the other party’s Confidential Information solely for the purposes of the Agreement.

10.2 A party must not disclose the other party’s Confidential Information except:

  • 10.2.1 with the other party’s prior written consent.
  • 10.2.2 to its officers, employees and advisers to the extent necessary to perform the Agreement.
  • 10.2.3 where required by law, provided reasonable efforts are made to notify the other party prior to disclosure where lawful to do so.

10.3 On request, the recipient must return or destroy Confidential Information to the extent practicable.

10.4 This clause survives termination or expiry of the Agreement.

11. Intellectual Property

11.1 The Company retains ownership of its Intellectual Property Rights and all tools, methodologies, templates, frameworks, and know-how used to provide the Services.

11.2 Upon payment in full, the Company grants the Client a non-exclusive, non-transferable licence to use deliverables created as part of the Services for the Client’s internal business purposes.

11.3 The Client warrants it holds the necessary rights to any content or materials it provides to the Company for use in delivering the Services.

12. Limitation of Liability

12.1 Where Services are provided under an AgileMANAGED Agreement, the limitation of liability, exclusions, and risk allocation provisions set out in that AgileMANAGED Agreement apply.

12.2 To the maximum extent permitted by law, for Services not governed by an AgileMANAGED Agreement, the Company’s total liability is limited to:

  • 12.2.1 the resupply of the Services; or
  • 12.2.2 the payment of the cost of having the Services resupplied,

at the Company’s election.

12.3 To the maximum extent permitted by law, the Company is not liable for any indirect or consequential loss, including loss of profit, revenue, business opportunity, or reputation.

12.4 Nothing in this Agreement excludes, restricts, or modifies any right or remedy that cannot lawfully be excluded under the Australian Consumer Law.

13. Indemnity

13.1 The Client indemnifies the Company against third-party claims to the extent caused by:

  • 13.1.1 the Client’s breach of the Agreement.
  • 13.1.2 the Client’s misuse of the Services.
  • 13.1.3 the Client’s systems, data, instructions, or decisions.
  • 13.1.4 Third-Party Services outside the Company’s control.

14. Independent contractor

14.1 The Company is engaged as an independent contractor.

14.2 Nothing in the Agreement creates an employment relationship, partnership, joint venture, agency, or fiduciary relationship between the parties.

15. Term and termination

15.1 Where Services are provided under an AgileMANAGED Agreement, the Term and termination rights are governed by the AgileMANAGED Agreement.

15.2 Where Services are not governed by an AgileMANAGED Agreement, either party may terminate by providing thirty (30) days’ written notice.

15.3 Termination does not affect accrued rights, obligations, or remedies.

16. Dispute resolution

16.1 If a dispute arises, a party must give written notice describing the dispute and the outcome sought.

16.2 The parties must use reasonable efforts to resolve the dispute in good faith.

16.3 If the dispute is not resolved, either party may commence proceedings in the courts of Victoria, Australia, unless urgent interlocutory relief is required.

17. Force Majeure

17.1 If a party is prevented from performing any of its obligations due to Force Majeure, that party must notify the other party.

17.2 Performance is suspended for the duration and to the extent affected by the Force Majeure event.

17.3 The affected party is not liable for delay or failure of performance caused by Force Majeure for the duration of the event.

18. Standard Fees (out-of-scope / on-call)

18.1 Where Project Services or out-of-scope services are requested and agreed, the Company’s standard hourly rates apply unless otherwise agreed in writing.

18.2 Standard hourly rates are:

  • 18.2.1 Business hours: $200 per hour, ex GST.
  • 18.2.2 After hours: $300 per hour, ex GST.

18.3 These rates are effective as at May 2025 and may be updated prospectively by the Company.

19. General

19.1 Entire Agreement

  • 19.1.1 The Agreement embodies the entire agreement between the parties with respect to its subject matter.

19.2 Assignment

  • 19.2.1 The Client may not assign its rights or obligations without the Company’s prior written consent.

19.3 Governing law and jurisdiction

  • 19.3.1 The Agreement is governed by the laws of Victoria, Australia.

19.4 Amendment

  • 19.4.1 The Agreement may only be varied by written agreement between the parties.
  • 19.4.2 Any update to these Terms and Conditions does not vary an existing AgileMANAGED Agreement unless expressly agreed in writing by both parties.

19.5 Further acts

  • 19.5.1 Each party must promptly do all things reasonably necessary to give effect to the Agreement.

19.6 Waiver

  • 19.6.1 A waiver must be in writing.
  • 19.6.2 A waiver of one right does not waive any other right.

19.7 Severance

  • 19.7.1 If a provision is invalid or unenforceable, it is severed to the extent necessary and the remaining provisions continue in effect.

19.8 Counterparts

  • 19.8.1 The Agreement may be executed in counterparts which together form one instrument.