entiritee Terms of Trade

These Terms govern every supply of Goods or Services by entiritee. Please read them carefully as they form the basis of our business relationship.

Version 2506 – Effective 01 June 2025

Commercial in Confidence

This single document governs every supply of Goods or Services by entiritee.

1. Definitions

Term Meaning
ACL Australian Consumer Law (Schedule 2, Competition and Consumer Act 2010 (Cth)).
Agreement These Terms of Trade together with any accepted Quote, Statement of Work (SOW), Service Order or Purchase Order.
AI Services Any deliverable or process that is partially or wholly generated by artificial-intelligence or automated decision-making technology.
APPs The Australian Privacy Principles in the Privacy Act 1988 (Cth).
Business Day A day that is not a Saturday, Sunday or public holiday in South Australia.
Business Hours 8.00 am-6.00 pm (AEST or AEDT time) on Business Days.
Client The person or entity purchasing Goods or Services from the Supplier.
Client Data All data, information and materials provided by, or processed on behalf of, the Client.
Confidential Information Any non-public information disclosed by either party including technical, commercial or security information, whether marked confidential or not.
Data Breach Has the meaning in section 26WE of the Privacy Act 1988 (Cth).
Deliverables Software, configurations, documentation, AI outputs, reports and other materials created for the Client under this Agreement.
IP All intellectual property owned or licensed by the Supplier (including methodologies, scripts and know-how) that is not created specifically for the Client.
Force Majeure Event An event beyond a party's reasonable control (for example natural disaster, war, pandemic, cyber-attack, critical-infrastructure outage).
Goods Any hardware, licences or consumables supplied by the Supplier.
GST As defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Insurance Policies The professional-indemnity and public-liability insurance held by the Supplier (minimum AUD $5 million each); certificates of currency are available on request.
MSP Software Any remote-management, backup, security or monitoring agent or other software installed by the Supplier.
Order A purchase order, service order or other written instruction issued by the Client that references a Quote or Scope of Works and authorises the Supplier to supply the specified Goods or Services under this Agreement.
Personal Information As defined in the Privacy Act 1988 (Cth).
PPSA Personal Property Securities Act 2009 (Cth).
Privacy Act Privacy Act 1988 (Cth), including the December 2024 amendments.
Quote A written offer issued by the Supplier describing the Goods or Services, pricing, assumptions and validity period which, when accepted by the Client, forms part of this Agreement.
Scope of Works (SOW) The document (including any schedules) agreed by the parties that sets out the detailed objectives, deliverables, milestones, responsibilities, pricing and assumptions for a specific supply of Goods or Services under this Agreement.
Security Incident Any actual or suspected unauthorised access, disclosure, alteration or destruction of Client Data or systems.
Services The consulting, support, security, development, managed services, AI Services or other services described in an Order/Quote/Scope of Works or otherwise requested by the Client and provided by the Supplier.
Service Level Agreement (SLA) The schedule to this Agreement that sets out any defined response and resolution targets and measurable performance standards—including service availability, response and resolution targets—by which the Supplier's delivery of the Goods or Services is monitored, together with the methods of measurement, reporting requirements and remedies (such as service credits) that apply if those standards are not achieved.
Supplier / entiritee / we / us Tee Harper Carter trading as "entiritee", ABN 57 045 684 739, its employees and approved subcontractors.

2. Formation & Acceptance

  1. These Terms apply to every supply unless varied in writing by the Supplier.
  2. The Client accepts the Terms by: (a) signing a Quote/SOW; (b) issuing a purchase order; (c) paying any amount toward the supply; (d) instructing the Supplier to proceed; (e) permitting system access; or (f) using the Services.
  3. Quotes are valid for 7 days unless stated otherwise.
  4. The Supplier may update these Terms with 30 days' notice; continued use of the Services after the effective date constitutes acceptance.

2.5 Cancellation of accepted Quotes/SOWs

Acceptance of a Quote, Statement of Work or Order forms a binding contract for the entire scope. If the Client cancels or suspends any part of that scope, the following fees apply (in addition to payment for any third-party costs that cannot be recovered):

Cancellation timing Fee structure
After acceptance but before work commences 50% of the total quoted fee (covers lost opportunity costs and resource allocation)
After commencement, prior to a critical phase Work completed to date plus 30% of the unperformed balance (compensates lost profit)
During a critical phase (e.g. planned cut-over, go-live, data-migration window) Work completed to date plus 50% of the unperformed balance plus any non-refundable third-party costs already committed

Critical phases will be identified in the Quote/SOW schedule or, if not listed, determined acting reasonably by the Supplier based on the stage of implementation.

3. Services & Performance

  1. Scope – Services are limited to the scope set out in the relevant Quote/SOW. Variations require written agreement and may be charged at prevailing rates.
  2. Service standards – The Supplier will exercise reasonable care and skill, follow generally accepted IT industry practice and comply with applicable Australian law. Unless a specific SLA is agreed, support is provided on a reasonable-endeavours basis during Business Hours.
  3. Response objectives (guideline only): Critical 4 Business Hours; High 8 Business Hours; Normal 2 Business Days; Low 5 Business Days.
  4. Dependencies – Timely Client cooperation, accurate information, suitable infrastructure and safe working conditions are assumed.
  5. Subcontracting – The Supplier may engage subcontractors (including offshore for non-critical tasks) and remains liable for their work. Offshore subcontracting will not involve the transfer of Personal Information outside Australia without consent.
  6. Best-effort service objectives – Any response or resolution times published by the Supplier (including those in clause 9) are indicative, best-effort objectives only. Failure to achieve them is not a breach of this Agreement unless a specific service level is expressly guaranteed in an accepted Quote, Statement of Work or master SLA.

4. Fees & Payment

Service Type Standard Rate (ex GST) Minimum Charge
Standard Hours (Business Hours) $200 per hour 1 hour then 15-min increments
After-Hours (Mon-Fri 6-8 am & 6-10 pm) $300 per hour 1 hour then hourly increments
Emergency (weekends, public holidays, 10 pm-6 am) $400 per hour 3 hours then hourly increments
On-site Call-out (metro Adelaide) $100 plus hourly rate
Travel outside metro hourly rate return journey
Managed Services per agreement monthly in advance
  1. Deposits (non-refundable) – A non-refundable deposit of 50% is required for projects over AUD $5,000, for new Clients, or where hardware/software procurement is involved. The deposit compensates the Supplier for resource commitment, scheduling and lost opportunity costs if the project is cancelled or delayed by the Client.
  2. Invoicing – (a) Retainers: monthly in advance; (b) Time-and-Materials: monthly in arrears; (c) Projects: monthly progress or milestone claims.
  3. Payment terms – Net 14 days from invoice date.
  4. Late payment – Interest 20% p.a. simple calculated daily from the due date, plus $50 per reminder notice (maximum two per invoice).
  5. Price variations – Fixed quotes are valid for the stated scope only; hourly rates may increase annually by CPI with 30 days' notice; third-party price rises may be passed through immediately.
  6. Payment methods – EFT (preferred); credit-card payments incur surcharges at the actual cost of acceptance as determined by the payment platform and in accordance with Reserve Bank of Australia Standard Nos 1, 2 & 3 of 2016 – The Setting of Interchange Fees in the Designated Credit-card Schemes and Net Payments to Issuers; cheques not accepted.
  7. Debt recovery – The Client must pay all reasonable mediation and debt-recovery costs on a full-indemnity basis, including in no-cost jurisdictions.
  8. Suspension of Services – The Supplier may suspend Services if an invoice is 21 days overdue.

5. Goods Supply

  1. Risk passes on delivery; title remains with the Supplier until full payment.
  2. The Client grants the Supplier a PMSI under the PPSA and waives receipt of verification statements.
  3. Repossession – If payment is 21 days overdue, the Supplier may enter the Client's premises on reasonable notice and repossess unpaid Goods.
  4. Returns – DOA must be reported within 48 hours; change-of-mind returns are subject to supplier policy plus a 15% handling fee; software/licences are non-returnable once activated. Credit-card surcharges and all freight or delivery costs are borne by the Client.

6. Intellectual Property

  1. Pre-existing IP of each party remains that party's property.
  2. Custom Deliverables are owned by the Client once all invoices are paid. Early access rights are sublicensed until payment. entiritee retains ownership of entiritee IP and grants the Client an internal, perpetual licence to use it.
  3. Feedback becomes entiritee IP with no royalty payable.

7. Confidentiality, Data Protection & Cyber-Security

  1. Each party must safeguard the other's Confidential Information using at least reasonable commercial measures.
  2. Privacy – The Supplier will comply with the Privacy Act 1988 (including December 2024 amendments), Australian Privacy Principles, Notifiable Data Breach scheme and health-record provisions.
  3. Data breach – The Supplier will notify the Client within 48 hours of becoming aware of a Security Incident or Data Breach affecting Client Data and will cooperate in any investigation or notification process.
  4. Security framework – The Supplier will maintain controls aligned with the ACSC Essential Eight (maturity level 2) or an equivalent industry standard.

8. MSP Software & Monitoring

  1. The Client authorises installation of remote-management, backup, security and other required agents on any infrastructure for securing, managing and monitoring by the Supplier.
  2. Agents will not be removed upon termination unless mutually agreed or required by law.
  3. Data Collection – MSP Software may collect system and user information, performance, configuration and security data. This data is used solely for Service delivery, security monitoring and capacity planning. Aggregated anonymised data may be used for service improvement.
  4. Access – The Client grants the Supplier remote access rights necessary for Service delivery and agrees to maintain internet connectivity suitable for remote management.

9. Client Obligations

The Client must:

  • provide timely access, accurate information and required approvals;
  • maintain safe working conditions for on-site visits;
  • ensure adequate and tested data backups;
  • maintain current software licences;
  • implement reasonable cybersecurity safeguards recommended by the Supplier, aligned where practicable with the ACSC Essential Eight maturity model;
  • notify the Supplier immediately of any actual or suspected Data Breach or security incident;
  • ensure representatives authorised to request billable work are clearly identified; and
  • promptly install critical security patches when notified.

Failure to fulfil these responsibilities may impact Service delivery and void SLA commitments.

10. Warranties & Disclaimers

  1. Services are warranted to be provided with reasonable care and skill; the Supplier will re-perform non-conforming Services or refund the fees paid for them.
  2. Except for non-excludable ACL guarantees, all other warranties are excluded. The Supplier does not warrant uninterrupted operation, complete security or business outcomes.

11. Liability & Indemnities

  1. Liability cap – The Supplier's aggregate liability is the lesser of (a) AUD $5 million, or (b) the total fees paid in the 12 months preceding the claim.
  2. Consequential loss exclusion – Neither party is liable for indirect, special or consequential loss, loss of profit, revenue, business opportunity, goodwill or data.
  3. Client indemnities – The Client indemnifies the Supplier against losses arising from:
    • (a) IP infringement in Client-provided materials;
    • (b) data breach caused by Client systems or refusal to implement recommended controls;
    • (c) use of unlicensed software;
    • (d) site-safety incidents;
    • (e) payment default;
    • (f) third-party claims arising from Client's use of Deliverables;
    • (g) failure to patch critical vulnerabilities within 30 days of notification;
    • (h) hiring or soliciting the Supplier's staff within 12 months (liquidated damages equal to 30% of first-year remuneration);
    • (k) AI outputs & reliance – any claim that an AI Service output is inaccurate, biased, defamatory or infringes IP;
    • (l) third-party platform failure – outages, defects or security incidents in services not controlled by the Supplier;
    • (m) remote-access misuse – unauthorised actions via the remote-management tools installed under clause 8;
    • (n) unlawful or unsafe working conditions – WHS penalties or loss suffered by the Supplier onsite except for gross negligence.

These indemnities survive termination.

12. Insurance

The Supplier maintains Professional Indemnity, Public Liability and Cyber Liability cover each at no less than AUD $5 million. Certificates of currency are available on request. The Client should maintain adequate business, cyber and WHS insurance for its own risks.

13. Termination & Suspension

  1. Either party may terminate for convenience on 30 days' written notice.
  2. Either party may terminate immediately for material breach not remedied within 14 days, insolvency or serious security breach.
  3. The Supplier may suspend Services if payment is 7 days overdue, if continuing would breach law or pose unacceptable security risk, or upon detection of a critical threat until mitigated.
  4. On termination the Client will pay all amounts due, the parties will return or destroy Confidential Information, and the Supplier will provide transition assistance at standard rates.

14. Dispute Resolution

  1. Management-level negotiation within 14 days of notice; failing resolution, mediation under Resolution Institute rules in Adelaide. Nothing prevents urgent injunctive relief or debt-recovery proceedings.
  2. Undisputed obligations continue during the process.

15. General Provisions

  1. Notices – Effective when sent to the last notified email address unless the sender receives delivery failure.
  2. Assignment – Client requires written consent to assign; the Supplier may assign as part of a business sale or restructure.
  3. Force Majeure – No liability for delay caused by a Force Majeure Event; either party may terminate a supply delayed more than 60 days.
  4. Severability, waiver, governing law (South Australia) and interpretation – standard clauses apply.
  5. Relationship – Independent contractor only.
  6. Survival – Clauses on payment, IP, confidentiality, liability and indemnity survive termination.
  7. Third-Party & Vendor products – The Supplier is not responsible for the quality, functionality, capacity or fitness for purpose of third-party or vendor products.

16. Specific Service Terms

  1. Managed Services – Best-endeavours Service Desk during Business Hours; monthly health checks and patching; fair-use applies to unlimited plans.
  2. Cloud Migrations – Client validates data and compatibility; Supplier not liable for third-party outages; Client retains independent backups until acceptance.
  3. Security Assessments & Pen-Tests – Identify vulnerabilities in-scope only; Client responsible for remediation.
  4. Backup & DR Services – Restore targets are objectives, not guarantees; Client must test restores periodically.

17. Healthcare Addendum (if applicable)

Additional safeguards for health information: role-based access, audit logging, secure disposal, immediate breach notification and assistance with regulatory reporting.

18. Construction / WHS Addendum (if applicable)

The Client must: (a) provide site safety induction, PPE and safe access; (b) maintain the site in compliance with WHS legislation; (c) nominate an on-site safety officer; (d) indemnify the Supplier for WHS fines arising from site conditions outside the Supplier's control.

19. Regulatory Reference Index

ACL | Privacy Act (inc. Dec 2024 amendments) | Notifiable Data Breach scheme | PPSA | GST Act | WHS legislation (SA).

Version 2506 – Effective 01 June 2025 – Last updated 31 May 2025

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