Professional Services T&Cs

These Terms and Conditions (“Terms”) govern the provision of services by 2cnot2 PTY LTD (“Company”, “we”, “us”, or “our”) to our clients (“you” or “Client”). By engaging us for services, signing a Statement of Work, issuing a purchase order, or instructing us to commence work, you agree to be bound by these Terms.

Acceptance of Terms. The following actions each constitute acceptance of these Terms:

• signing a Statement of Work or engagement letter with us;
• issuing a purchase order or any written instruction to commence work; or
• making or approving payment of an invoice from us.

Where a separately executed Master Services Agreement (MSA) exists between the Parties, the terms of that MSA will take precedence over these Terms to the extent of any inconsistency.

Version Binding. You are bound by the version of these Terms in effect at the time of your acceptance (as described above). We keep a record of the Terms and their effective dates on this website. The date of your engagement will align accordingly.

We may update these Terms from time to time. We will notify you of any material changes by email or written notice at least 14 days before they take effect. Continued engagement with us after that date constitutes acceptance of the updated Terms.

1. Definitions and Interpretation

The following definitions apply throughout these Terms:

“Agreement” means these Terms together with any Statement of Work, proposal, or engagement letter issued by us.

“Background IP” means intellectual property owned or developed by a Party before this Agreement, or independently of it.

“Change Request” means a written request approved by both Parties to change the scope, timeline, or fees of an SOW.

“Confidential Information” means non-public information disclosed by either Party in connection with the Services.

“Deliverables” means any reports, documents, code, designs, recommendations, or other outputs we produce under an SOW.

“Fees” means the charges payable by you as set out in the applicable SOW or proposal.

“Force Majeure Event” has the meaning given in clause 12.

“Intellectual Property Rights” means patents, copyrights, trademarks, trade secrets, and all other proprietary rights, whether registered or unregistered.

“Services” means the IT consultancy, advisory, technical, or related services we provide as described in the applicable SOW or engagement letter.

“Statement of Work” or “SOW” means a written document agreed by both Parties setting out the scope, deliverables, timelines, and fees for a specific engagement.

References to “writing” include email. Headings are for convenience only and do not affect interpretation.

2. Engagement and Scope of Services

We will provide Services as set out in a signed SOW or written engagement confirmation. Work will not begin until both Parties have agreed on scope and fees in writing.

Any changes to the agreed scope must be submitted as a Change Request and approved in writing by both Parties. Additional charges may apply for out-of-scope work.

We may use qualified subcontractors or specialists to help deliver the Services and remain responsible for the quality and compliance of that work.

We will perform the Services with reasonable skill, care, and diligence in line with good industry practice.

Our Services are advisory in nature. We provide recommendations and guidance; you make all final decisions and are responsible for implementation, unless we are specifically engaged to implement.

3. Your Obligations

To help us deliver the Services effectively, you agree to:

• provide timely access to relevant personnel, systems, data, documentation, and facilities;
• ensure all information you provide is accurate, complete, and current;
• appoint a point of contact with authority to make decisions on your behalf;
• obtain any licences, consents, or permissions needed for us to access your systems or third-party platforms; and
• notify us promptly of any issues or changes that may affect delivery.

We are not responsible for delays, errors, or failures caused by you not meeting these obligations.

4. Fees and Payment

Fees are as set out in the applicable SOW or proposal. All Fees exclude GST and other applicable taxes unless stated otherwise.

Invoicing. Invoices will be issued as per the SOW schedule. Where no schedule is specified, invoices will be issued monthly in arrears or on completion of agreed milestones.

Payment. All invoices are due within 30 days of the invoice date, unless otherwise agreed in writing.

Late Payment. If an invoice is overdue, we may suspend Services until the outstanding amount is paid and recover reasonable debt collection costs, including legal fees.

Disputed Invoices. If you dispute part of an invoice, you must notify us in writing within 7 days of the invoice date, explaining the dispute. Undisputed amounts remain payable by the due date. Both Parties will work together in good faith to resolve any dispute promptly.

Expenses. You will reimburse pre-approved, reasonable out-of-pocket expenses (such as travel, accommodation, and third-party software), invoiced at cost with supporting documentation.

Rate Reviews.We may review and adjust our rates annually with 30 days' written notice.

Retainers. Retainer fees are payable in advance at the start of each period. Unused hours do not roll over unless agreed in writing.

5. Taxes

All Fees exclude GST and any other applicable taxes or levies. Where GST applies under the A New Tax System (Goods and Services Tax) Act 1999 (Cth), it will be added to invoices at the prevailing rate.

Each Party is responsible for its own income taxes, payroll taxes, and statutory obligations.

If you are required by law to withhold taxes from payments, you will gross up those payments so we receive the full invoiced amount.

6. Intellectual Property

Your Background IP. You keep ownership of all intellectual property you owned before this Agreement or developed independently of it. We will only use it to deliver the Services.

Our Background IP. We keep ownership of all intellectual property we owned before this Agreement or developed independently of it, including our methodologies, tools, frameworks, and templates.

Deliverables. Once you have paid all applicable Fees in full, we assign to you all Intellectual Property Rights in the bespoke Deliverables we created specifically for you under the relevant SOW. You own those Deliverables outright.

Our Portfolio Licence. We retain a non-exclusive, royalty-free licence to use Deliverables for our own internal purposes, including portfolio and case study use, subject to our confidentiality obligations. We will seek your written consent before using any Deliverable in public-facing materials.

Our Tools and Methodologies. Where our general tools, templates, frameworks, or methodologies are incorporated into Deliverables, we grant you a non-exclusive, non-transferable, royalty-free licence to use them for your internal business purposes at no additional cost.

Transparency. We will clearly identify in each SOW any material Background IP or third-party tools embedded in Deliverables, so you know exactly what you are receiving.

You warrant that any materials, data, or content you provide to us do not infringe any third-party Intellectual Property Rights.

7. Confidentiality

Each Party will keep the other's Confidential Information confidential and will not disclose it to any third party without prior written consent, except as required by law.

Each Party will use the other's Confidential Information only for the purposes of this Agreement.

Confidentiality obligations do not apply to information that:

• is or becomes publicly available through no fault of the receiving Party;
• was already known to the receiving Party before disclosure;
• is independently developed without using the Confidential Information; or
• must be disclosed by law or court order — in which case the disclosing Party will give reasonable prior written notice where permitted.

These obligations survive termination or expiry of this Agreement for 3 years.

8. Data Protection and Privacy

Both Parties will comply with all applicable data protection and privacy laws, including the Privacy Act 1988 (Cth) and the Australian Privacy Principles (APPs).

Where we process personal data on your behalf, we will do so only in line with your written instructions and will implement appropriate measures to protect that data.

You warrant that you have the necessary rights and consents to share any personal data with us.

9. Insurance

We maintain at our own cost:

• Professional Indemnity Insurance— minimum AUD $5,000,000 per claim;
• Public Liability Insurance— minimum AUD $20,000,000 per occurrence; and
• Workers' Compensation Insurance— as required by applicable law.

Cyber liability coverage is included within the above policies. We will provide certificates of currency within 5 business days of a request.

You are responsible for maintaining your own insurance appropriate to your operations.

10. Limitation of Liability

Liability Cap — Mutual.To the maximum extent permitted by law, each Party's total liability to the other — whether in contract, tort, statute, or otherwise — is capped at the total Fees paid in the 3 months immediately before the event giving rise to the claim. This cap applies equally to both Parties.

Consequential Loss — Mutual. Neither Party is liable for indirect or consequential losses, including loss of profits, revenue, business, contracts, anticipated savings, or data, even if advised of the possibility of such losses. This exclusion applies equally to both Parties.

Exceptions. These limits do not apply to death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot be excluded under applicable law, including the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)).

11. Warranties

We warrant that we have the authority to enter into this Agreement, that the Services will be performed with reasonable skill and care by qualified personnel, and that we will comply with all applicable laws.

We do not warrant that the Services or Deliverables will be error-free or uninterrupted, that our recommendations will guarantee a particular business outcome, or that third-party systems or platforms will perform as expected.

Implied warranties not expressly stated in these Terms are excluded to the maximum extent permitted by law.

12. Force Majeure

Neither Party is liable for delays or failures caused by events beyond their reasonable control, including natural disasters, pandemics, acts of war or terrorism, government actions, industrial disputes, telecommunications failures, or changes in law that make performance impossible.

The affected Party must notify the other promptly, minimise the impact, and resume performance as soon as possible.

If such an event continues for more than 60 consecutive days, either Party may terminate the affected SOW or this Agreement on 14 days' written notice, with no further liability other than payment for Services already performed.

13. Term and Termination

This Agreement starts when you engage us and continues until all SOWs are completed, unless terminated earlier.

Termination for Convenience.Either Party may terminate any SOW or this Agreement with 30 days' written notice, without needing to give a reason.

Termination for Cause. Either Party may terminate immediately if the other commits a material breach not remedied within 14 days of written notice, or becomes insolvent, enters administration or liquidation, or ceases to carry on business.

On Termination:

• You pay Fees for all Services performed to the termination date, on a time and materials basis at agreed rates. We will provide a breakdown on request.
• There are no wind-down fees or early exit penalties— you only pay for work actually completed.
• Each Party returns or destroys the other's Confidential Information on request.
• We will deliver all completed Deliverables to you, subject to payment of outstanding Fees.

Clauses 6, 7, 8, 10, 11, 15, and 16 survive termination.

14. Dispute Resolution

If a dispute arises, the Parties will try to resolve it as follows before going to court:

Step 1 — Negotiation: The Party raising the dispute notifies the other in writing. Senior representatives meet within 10 business days to resolve it in good faith.

Step 2 — Mediation: If unresolved after 20 business days, either Party may refer the matter to mediation through the Australian Disputes Centre (ADC) or a mutually agreed mediator.

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

Either Party may seek urgent injunctive or equitable relief at any time.

15. Governing Law

These Terms are governed by the laws of Victoria, Australia. Each Party submits to the exclusive jurisdiction of the courts of Victoria and the Federal Court of Australia.

16. General

Entire Agreement. These Terms, together with all SOWs, form the entire agreement between us and replace all prior agreements and understandings.

Amendments. We may update these Terms from time to time. Material changes will be notified at least 14 days in advance. Changes to a specific SOW require written agreement from both Parties.

Waiver. Not enforcing a right does not mean it is waived.

Severability. If any provision is invalid or unenforceable, the remaining provisions continue in full force.

Assignment. You may not assign your rights or obligations without our prior written consent. We may assign this Agreement to an affiliate or successor entity without your consent.

Subcontracting. We may use subcontractors but remain responsible for their work.

Independent Contractors. We are independent contractors. Nothing in these Terms creates a partnership, employment, or agency relationship.

Notices. Notices must be in writing, sent by email (with acknowledgment) or registered post to the addresses in the applicable SOW or as otherwise notified. Notices to us may also be sent to hello@2cnot2.com.

Counterparts. This Agreement may be signed in counterparts, including electronically.

17. Need a Signed Agreement?

We understand that some organisations require a more formal, fully executed contract before engaging with a supplier. We're happy to accommodate that.

Upon request, we can provide a Master Services Agreement (MSA) — a signed, bilateral version of these Terms — suitable for procurement processes, vendor onboarding, or clients who require a countersigned contract on file.

To request an MSA, simply reach out to us at hello@2cnot2.comand we'll get one across to you promptly.

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