Terms & Conditions

1. Definitions and Interpretation

1.1 In these Terms and Conditions, the following definitions apply:

• “Company” means 2cnot2 PTY LTD, its subsidiaries, affiliates, and permitted assigns.
• “Client” means the individual, business, or organisation engaging the Company for Services.
• “Services” means any IT consultancy, advisory, technical, or related services provided by the Company as described in the applicable Statement of Work or engagement letter.
• “Agreement” means these Terms and Conditions together with any Statement of Work, proposal, or engagement letter issued by the Company.
• “Statement of Work” (SOW) means a document agreed in writing between the parties detailing the scope, deliverables, timelines, and fees for a specific engagement.
• “Deliverables” means any reports, documents, code, designs, recommendations, or other outputs produced by the Company under an SOW.
• “Confidential Information” means any non-public information disclosed by either party in connection with the Services.
• “Intellectual Property Rights” means patents, copyrights, trademarks, trade secrets, and all other proprietary rights.
• “Fees” means the charges payable by the Client for the Services as set out in the applicable SOW or proposal.

1.2 References to “writing” include email unless otherwise stated.

1.3 Headings are for convenience only and shall not affect interpretation.

2. Engagement and Scope of Services

2.1 The Company will provide Services as agreed in a signed SOW or written engagement confirmation. No Services shall commence until both parties have agreed on scope and fees in writing.

2.2 Any changes to the agreed scope must be requested in writing and approved by both parties via a Change Request. Additional charges may apply for out-of-scope work.

2.3 The Company reserves the right to engage qualified subcontractors or third-party specialists to assist in delivering the Services. The Company remains responsible for the quality of such subcontracted work.

2.4 The Company will perform the Services with reasonable skill, care, and diligence, in accordance with good industry practice.

2.5 The Client acknowledges that IT consultancy is advisory in nature. The Company provides recommendations and guidance; the Client retains responsibility for all final decisions and their implementation unless the Company is explicitly engaged to implement.

3. Client Obligations

3.1 The Client shall:

1. Provide the Company with timely access to all necessary personnel, systems, data, documentation, and facilities required to perform the Services;
2. Ensure that all information provided to the Company is accurate, complete, and up to date;
3. Appoint a designated point of contact with sufficient authority to make decisions on behalf of the Client;
4. Obtain all necessary licences, consents, and permissions required for the Company to access Client systems or third-party platforms;
5. Notify the Company promptly of any issues, changes, or developments that may affect the delivery of the Services.

3.2 The Company shall not be liable for any delays, errors, or failures in the Services arising from the Client's failure to fulfil its obligations under Clause 3.1.

4. Fees and Payment Terms

4.1 Fees shall be as set out in the applicable SOW or written proposal. All Fees are exclusive of applicable taxes, including Goods and Services Tax (GST), unless otherwise stated.

4.2 Invoicing — The Company will issue invoices in accordance with the schedule set out in the SOW. Where no schedule is specified, invoices will be issued monthly in arrears or upon completion of agreed milestones.

4.3 Payment Due Date — All invoices are due and payable within 30 days of the invoice date, unless otherwise agreed in writing.

4.4 Late Payment — If the Client fails to pay any invoice by the due date, the Company reserves the right to:

1. Suspend the provision of Services until all outstanding amounts are paid in full;
2. Recover all reasonable costs of debt collection, including legal fees, incurred in pursuing overdue amounts.

4.5 Disputed Invoices — If the Client disputes any portion of an invoice, the Client must notify the Company in writing within 7 days of the invoice date, specifying the nature of the dispute. Undisputed portions of the invoice remain payable by the due date.

4.6 Expenses — Unless otherwise agreed, the Client shall reimburse the Company for all reasonable pre-approved out-of-pocket expenses incurred in the delivery of the Services, including travel, accommodation, and third-party software or licences. Expenses will be invoiced at cost with supporting documentation.

4.7 Rate Reviews — The Company reserves the right to review and adjust its rates annually upon 30 days' written notice to the Client.

4.8 Retainer Arrangements — Where Services are engaged on a retainer basis, the retainer fee is payable in advance at the start of each period. Unused retainer hours do not roll over unless explicitly agreed in writing.

5. Taxes

5.1 All Fees quoted are exclusive of GST or any other applicable taxes, levies, or duties. Where GST or equivalent tax applies, it will be added to invoices at the prevailing rate.

5.2 Each party is responsible for its own income taxes, payroll taxes, and other statutory obligations arising from this Agreement.

5.3 The Client shall be responsible for any withholding taxes required by applicable law, and shall gross up payments to ensure the Company receives the full invoiced amount net of any such deductions.

6. Intellectual Property Rights

6.1 Pre-existing IP — Each party retains ownership of all Intellectual Property Rights in materials, tools, methodologies, frameworks, or know-how that existed prior to or are developed independently of this Agreement (“Background IP”). Nothing in this Agreement transfers ownership of Background IP.

6.2 Deliverables — Unless otherwise agreed in writing in an SOW, upon receipt of full payment of all Fees:

1. The Company assigns to the Client all Intellectual Property Rights in the bespoke Deliverables created specifically for the Client under the applicable SOW;
2. The Company retains a non-exclusive, royalty-free licence to use such Deliverables for its own internal purposes, including portfolio and case study use (subject to confidentiality obligations).

6.3 Company Tools and Methodologies — The Company retains full ownership of all general tools, templates, frameworks, proprietary methodologies, and software used in delivering the Services. Where such tools are incorporated into Deliverables, the Company grants the Client a non-exclusive, non-transferable licence to use them solely for the Client's internal business purposes.

6.4 The Client warrants that any materials, data, or content it provides to the Company for use in delivering the Services do not infringe any third-party Intellectual Property Rights.

7. Confidentiality

7.1 Each party agrees to keep confidential all Confidential Information received from the other party and not to disclose it to any third party without prior written consent, except as required by law or regulation.

7.2 Each party shall use the other's Confidential Information solely for the purposes of performing its obligations under this Agreement.

7.3 Confidentiality obligations do not apply to information that:

1. Is or becomes publicly available through no fault of the receiving party;
2. Was already known to the receiving party prior to disclosure;
3. Is independently developed by the receiving party without reference to the Confidential Information;
4. Is required to be disclosed by law, court order, or regulatory authority, provided that the disclosing party gives the other party reasonable prior written notice where permitted.

7.4 These confidentiality obligations shall survive the termination or expiry of this Agreement for a period of 3 years.

8. Data Protection and Privacy

8.1 Both parties shall comply with all applicable data protection and privacy laws, including but not limited to the Privacy Act 1988 (Cth) and the Australian Privacy Principles (APPs).

8.2 Where the Company processes personal data on behalf of the Client, it shall do so only in accordance with the Client's written instructions and shall implement appropriate technical and organisational measures to protect such data.

8.3 The Client warrants that it has all necessary rights and consents to provide any personal data to the Company for use in delivering the Services.

8.4 The Company's Privacy Policy (available on the Company's website) sets out how the Company handles personal information and is incorporated into this Agreement by reference.

9. Insurance

9.1 The Company shall maintain, at its own cost, the following insurance policies throughout the term of any engagement:

1. Professional Indemnity Insurance — minimum coverage of AUD $5,000,000 per claim, covering claims arising from negligent acts, errors, or omissions in the performance of the Services;
2. Public Liability Insurance — minimum coverage of AUD $20,000,000 per occurrence, covering third-party bodily injury or property damage arising from the Company's activities;
3. Workers' Compensation Insurance — as required by applicable law in the relevant jurisdiction(s).

Cyber liability coverage, including data breaches and cyber incidents, is included within the Professional Indemnity and Public Liability policies maintained by the Company.

9.2 Upon request, the Company shall provide the Client with certificates of currency for the above insurance policies within 5 business days.

9.3 The Client is responsible for maintaining its own insurance policies appropriate to its business operations, including coverage for any equipment, systems, or data that the Company may access in the course of delivering the Services.

9.4 The existence of insurance does not limit the Company's liability to the amounts covered under such policies, except as expressly stated in Clause 10.

10. Limitation of Liability

10.1 Liability Cap — To the maximum extent permitted by law, the total aggregate liability of the Company to the Client under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total Fees paid by the Client to the Company in the 3 months immediately preceding the event giving rise to the claim.

10.2 Exclusion of Consequential Loss — The Company shall not be liable for any:

1. Loss of profits or revenue;
2. Loss of business or contracts;
3. Loss of anticipated savings;
4. Loss of data or corruption of data;
5. Business interruption losses;
6. Indirect, special, or consequential loss or damage, whether or not the Company was advised of the possibility of such losses.

10.3 Exceptions — Nothing in this Agreement limits or excludes liability for:

1. Death or personal injury caused by negligence;
2. Fraud or fraudulent misrepresentation;
3. Any liability that cannot be excluded by applicable law.

10.4 The Client acknowledges that the Fees reflect the allocation of risk agreed between the parties and that the Company would not have entered into this Agreement without these limitations.

11. Warranties and Disclaimers

11.1 The Company warrants that:

1. It has the legal right and authority to enter into and perform this Agreement;
2. The Services will be performed with reasonable skill and care by suitably qualified personnel;
3. It will comply with all applicable laws and regulations in performing the Services.

11.2 The Company does not warrant that:

1. The Services or Deliverables will be error-free or uninterrupted;
2. Any recommendations or advice provided will guarantee a particular business outcome;
3. Third-party systems, software, or platforms accessed or recommended will perform as expected.

11.3 All implied warranties, conditions, and representations not expressly stated in this Agreement are excluded to the maximum extent permitted by law.

12. Force Majeure

12.1 Neither party shall be liable to the other for any delay or failure to perform its obligations under this Agreement to the extent that such delay or failure is caused by a Force Majeure Event.

12.2 A “Force Majeure Event” means any event beyond a party's reasonable control, including but not limited to:

1. Acts of God, natural disasters, floods, earthquakes, storms, or fires;
2. Pandemics, epidemics, or public health emergencies declared by a government authority;
3. Acts of war, terrorism, civil unrest, or government actions;
4. Strikes, industrial action, or labour disputes (other than those involving the affected party's own employees);
5. Failure or disruption of telecommunications, internet, or utility infrastructure not caused by the affected party;
6. Changes in law or regulation that make performance impossible or unlawful.

12.3 The party affected by a Force Majeure Event must:

1. Notify the other party in writing as soon as reasonably practicable, describing the event and its expected duration;
2. Use all reasonable endeavours to mitigate the effects of and overcome the Force Majeure Event;
3. Resume performance as soon as reasonably possible after the event ceases.

12.4 If a Force Majeure Event continues for more than 60 consecutive days, either party may terminate the affected SOW or this Agreement on 14 days' written notice without liability to the other party, except for payment of Fees for Services already performed.

13. Term and Termination

13.1 This Agreement commences on the date of execution or the commencement of Services (whichever is earlier) and continues until all SOWs have been completed, unless terminated earlier in accordance with this clause.

13.2 Termination for Convenience — Either party may terminate an SOW or this Agreement by giving 30 days' written notice to the other party, without cause.

13.3 Termination for Cause — Either party may terminate this Agreement immediately by written notice if the other party:

1. Commits a material breach of this Agreement and fails to remedy that breach within 14 days of receiving written notice specifying the breach;
2. Becomes insolvent, enters administration, receivership, or liquidation, or makes any arrangement with its creditors;
3. Ceases or threatens to cease carrying on business.

13.4 Consequences of Termination — Upon termination:

1. The Client shall pay all outstanding Fees for Services performed up to the date of termination. Notwithstanding any milestone-based payment structure agreed in the applicable SOW, all work performed up to the date of termination shall be payable on a time and materials basis, calculated at the Company's standard or agreed hourly/daily rates, regardless of whether any milestone, deliverable, or project phase has been fully or partially completed. The Company shall provide a detailed breakdown of time and materials incurred upon request;
2. If the Client terminates for convenience, the Client shall also pay any reasonable wind-down costs and non-cancellable third-party expenses incurred by the Company;
3. Each party shall promptly return or destroy the other party's Confidential Information upon request;
4. The Company shall deliver all completed Deliverables to the Client, subject to receipt of outstanding payment.

13.5 Clauses 6, 7, 8, 10, 11, 15, and 16 survive termination or expiry of this Agreement.

14. Dispute Resolution

14.1 In the event of a dispute arising out of or in connection with this Agreement, the parties agree to attempt to resolve the dispute through the following process before commencing legal proceedings:

Step 1 — Negotiation: The party raising the dispute shall notify the other in writing. Senior representatives of both parties shall meet (in person, by phone, or video) within 10 business days of such notice to attempt resolution in good faith.

Step 2 — Mediation: If the dispute is not resolved within 20 business days of the initial notice, either party may refer the matter to mediation administered by a mutually agreed mediator or, failing agreement, as appointed by the Australian Disputes Centre (ADC).

Step 3 — Litigation: If mediation does not resolve the dispute within 30 days of the mediator's appointment, either party may pursue legal proceedings.

14.2 Nothing in this clause prevents a party from seeking urgent injunctive or equitable relief where necessary.

15. Governing Law and Jurisdiction

15.1 This Agreement is governed by the laws of Victoria, Australia.

15.2 Each party irrevocably submits to the exclusive jurisdiction of the courts of Victoria and the Federal Court of Australia.

16. General Provisions

16.1 Entire Agreement — This Agreement, together with all SOWs and attachments, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements, representations, and understandings.

16.2 Amendments — No amendment to this Agreement is valid unless made in writing and signed by authorised representatives of both parties.

16.3 Waiver — A party's failure to enforce any right under this Agreement does not constitute a waiver of that right.

16.4 Severability — If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

16.5 Assignment — The Client may not assign or transfer any rights or obligations under this Agreement without the prior written consent of the Company. The Company may assign this Agreement to any affiliate or successor entity without consent.

16.6 Subcontracting — The Company may engage subcontractors to assist in performing the Services, provided it remains responsible for the quality and compliance of subcontracted work.

16.7 No Partnership or Agency — Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship between the parties. The Company is an independent contractor.

16.8 Notices — All notices under this Agreement shall be in writing and delivered by email (with read receipt or written acknowledgment), registered post, or courier to the addresses specified in the applicable SOW or as otherwise notified in writing.

16.9 Counterparts — This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures are accepted.

17. Acceptance

By engaging 2cnot2 PTY LTD for Services, issuing a purchase order, signing a Statement of Work, or otherwise instructing the Company to commence work, the Client acknowledges that it has read, understood, and agrees to be bound by these Terms and Conditions.