Terms and Conditions of Service

1. Definitions

“Company” means HIT 365 SOLUTIONS PTY LTD (ABN 41663872311).
“Client” means the individual or organization receiving Services from the Company.
“Services” means professional consulting, configuration, development, automation, integration, or related IT services provided by the Company.
“Deliverables” means any materials, configurations, documentation, scripts, or software components produced by the Company under this Agreement.
“Agreement” means these Terms and Conditions together with any proposal, quotation, or statement of work accepted by the Client.
“Subcontracting Work” means Services provided under another consulting firm’s brand or direction.

2. Engagement and Scope

2.1 The Company will perform the Services described in the proposal or statement of work on a time and materials basis, unless otherwise agreed in writing.
2.2 The Client acknowledges that the Company provides configuration, customization, and automation services within Microsoft 365 and Power Platform environments and does not sell, warrant, or provide technical support for Microsoft products themselves.
2.3 Any timelines, deliverables, or estimates provided by the Company are indicative only and subject to variation based on dependencies, scope changes, or third-party systems.

3. Client Responsibilities

3.1 The Client must provide timely access to required systems, environments, and personnel.
3.2 The Client remains solely responsible for licensing, subscriptions, and compliance with Microsoft or other third-party providers.
3.3 The Client acknowledges that the Company cannot be held responsible for:

• Microsoft service outages, data loss, or bugs.

• Software limitations, version changes, or API restrictions.

• Integration failures due to external system changes.

3.4 The Client is responsible for backing up all data before implementation or configuration changes.

4. Fees and Payment

4.1 Services are billed on a time and materials basis at the Company’s prevailing rate unless otherwise specified.
4.2 Invoices are issued fortnightly, or at project milestones as agreed and are payable within 14 days.
4.3 Late payments may attract interest at 2% per month on outstanding balances.
4.4 All rates exclude GST, unless otherwise stated. For international clients, GST will not apply where services are exported.
4.5 Any additional expenses (e.g. software licenses, third-party services, or travel costs) will be billed at cost with prior Client approval.

5. Intellectual Property

5.1 All pre-existing intellectual property of either party remains their property.
5.2 Deliverables created by the Company specifically for the Client may be used freely by the Client for its internal business purposes.
5.3 The Company retains ownership of its frameworks, scripts, templates, or methodologies used in providing the Services, provided that Client-specific confidential information is not disclosed.
5.4 Nothing in this Agreement transfers ownership of Microsoft or third-party intellectual property rights.

6. Confidentiality

6.1 Both parties agree to treat all non-public, proprietary, or confidential information as confidential and not disclose it to any third party without written consent, except where required by law.
6.2 Confidentiality obligations survive termination of this Agreement.

7. Limitation of Liability

7.1 The Company will exercise reasonable skill and care in providing Services.
7.2 To the extent permitted by law, the Company’s total liability for any claim is limited to the total fees paid for the specific Services giving rise to the claim.
7.3 The Company is not liable for any:

• Indirect, consequential, or special loss.

• Loss of data, profit, or opportunity.

• Downtime, defects, or performance issues in Microsoft 365 or other third-party systems.

• Actions, omissions, or errors caused by the Client or third parties.

7.4 The Client agrees that this limitation is fair and reasonable given the nature of the Services.

8. Warranties and Disclaimers

8.1 The Company provides all Services on an “as is” basis and makes no express or implied warranties, except those required by law.
8.2 The Client is responsible for reviewing, testing, and validating any configuration or automation implemented before production use.
8.3 The Company does not warrant the performance or results of third-party systems or software.

9. Independent Contractor Relationship

9.1 The Company operates as an independent contractor. Nothing in this Agreement creates an employment, partnership, or agency relationship.
9.2 The Company retains full discretion over how the Services are performed, subject to agreed specifications.
9.3 The Client has no authority to direct or control the Company’s employees or subcontractors.

10. Subcontracting and White-Label Work

10.1 The Company may subcontract portions of the Services to qualified professionals as needed.
10.2 When engaged as a white-label provider, the Company will act professionally and confidentially as part of the contracting firm’s team.
10.3 The primary contractor remains the Client of record for all white-label work.
10.4 The Company’s liability under any subcontracted or white-label engagement is limited to the scope and value of its direct engagement only.
10.5 The contracting firm agrees to indemnify the Company against any third-party claims, losses, or damages arising from how the work is represented, resold, or used.

11. Data Protection and Privacy

11.1 The Company will take reasonable steps to protect Client data from unauthorized access or disclosure.
11.2 The Company may store limited Client data in Microsoft 365, SharePoint, or equivalent secure systems.
11.3 The Company complies with the Australian Privacy Principles (APPs) and, where applicable, the EU General Data Protection Regulation (GDPR).
11.4 The Client remains the data controller and is responsible for ensuring compliance with data protection laws applicable to their organization.
11.5 The Company will notify the Client promptly of any known or suspected data breach involving Client data.

12. Indemnity

12.1 The Client indemnifies the Company against any claims, costs, or losses resulting from:

• The Client’s misuse of Microsoft or third-party systems.

• Failure to maintain appropriate licences or access controls.

• Data breaches or compliance failures not caused by the Company.

12.2 This clause survives termination of the Agreement.

13. Termination

13.1 Either party may terminate the Agreement by giving 14 days’ written notice.
13.2 The Company may suspend Services immediately if the Client fails to pay an invoice or breaches this Agreement.
13.3 Upon termination, the Client must pay for all Services rendered up to the termination date.
13.4 Clauses relating to confidentiality, payment, limitation of liability, and intellectual property survive termination.

14. Governing Law

14.1 This Agreement is governed by the laws of Queensland, Australia.
14.2 Both parties submit to the non-exclusive jurisdiction of the courts of Queensland.

15. Entire Agreement

15.1 This Agreement represents the entire understanding between the parties and supersedes any prior agreements or communications.
15.2 Any amendments must be made in writing and signed by both parties.