In these terms:
Headings are for convenience only and do not affect interpretation. A reference to a party includes its officers, employees, contractors and agents.
These terms apply to all Goods and Services supplied by Concept Data unless expressly varied in writing by Concept Data.
The Agreement consists of the following documents, in descending order of precedence in the event of inconsistency:
Unless otherwise stated, quotations are valid for 14 days, are confidential, and are exclusive of GST and disbursements.
A quotation is an invitation to treat. A binding contract is formed when Concept Data accepts a purchase order, issues an order confirmation, or commences delivery.
The Customer may only cancel an order with Concept Data’s written approval and may be liable for supplier restocking fees, cancellation fees, freight, and any Services performed to date.
Concept Data provides Services in accordance with industry standards and applicable manufacturer or vendor guidance.
Concept Data may deliver Services remotely or onsite unless the Support Agreement specifies otherwise.
Concept Data may use appropriately skilled employees and contractors to deliver Services.
Where Services are delivered under a prepaid or allocated hours model, including Hours Based Annual Support Agreements, the treatment of unused hours, including any rollover provisions, will be defined solely in the applicable Support Agreement.
Business Hours are defined in the relevant Support Agreement or, where applicable, the Service Level Schedule.
Service Level targets are provided as operational guidelines only. The Customer acknowledges that these targets do not constitute binding service level guarantees and do not give rise to service credits, penalties, or entitlements to compensation.
Where Services are provided on a fixed price or per user basis, they are subject to fair use aligned to standard operational demand. Excessive, abnormal, or non routine usage may be classified as out of scope and charged separately in accordance with the applicable Support Agreement and these Terms.
After Hours Services are not included in standard Support Agreements unless explicitly stated.
All After Hours Services are chargeable in addition to any applicable Support Agreement and are billed at Concept Data’s standard after hours rates.
After Hours work will only be performed where:
After hours periods and definitions are further described in the Concept Data Service Level Schedule.
The Customer must:
Concept Data is not responsible for delays caused by the Customer’s failure to provide access, information, or approvals.
Unless expressly included in a Support Agreement, Concept Data does not provide managed backup or disaster recovery services and does not guarantee the availability, integrity, or recoverability of Customer data.
Unless expressly included in the Support Agreement, projects, major changes, and proactive improvement programs are out of scope and will be quoted separately.
If Concept Data identifies that requested work is out of scope, Concept Data will advise the Customer and obtain approval before commencing billable work.
Goods or services supplied by third parties, including Microsoft Services, are provided subject to the third party’s terms and conditions. The Customer’s relationship with third party vendors may impose additional obligations on the Customer.
Concept Data may recommend and configure Microsoft aligned controls and policies, however Concept Data does not control Microsoft Services and cannot guarantee availability, performance, or the ongoing features of any third party platform.
Where Concept Data procures licences or subscriptions on the Customer’s behalf, the Customer remains responsible for compliance with licence terms and for ensuring the Services are used in accordance with those terms.
Cyber security services reduce risk but do not eliminate it. The Customer acknowledges that no system is fully secure and that cyber incidents can occur despite reasonable controls.
Where cyber security monitoring or incident response services are included, the scope and response arrangements will be set out in the Support Agreement or statement of work.
Concept Data may provide guidance aligned to recognised Australian frameworks and good practice, including baseline controls, however compliance outcomes depend on the Customer’s environment, resourcing, and ongoing operation.
If Concept Data becomes aware of a suspected security incident affecting the Customer, Concept Data will notify the Customer’s nominated contacts and may take reasonable steps to contain the incident where authorised. For significant incidents, additional work may be chargeable if not covered by the Support Agreement.
Concept Data does not warrant that cyber security measures will prevent all unauthorised access, ransomware, or data breaches.
Each party must keep the other party’s Confidential Information confidential and must not disclose it except to personnel who need to know for the purposes of performing the Agreement, or where required by law.
Concept Data will handle Personal Information in accordance with applicable privacy laws and Concept Data’s Privacy Policy (as published or provided).
The Customer warrants that it has the authority to provide any data, content, or Personal Information to Concept Data and that it has obtained any required consents.
Notifiable data breach obligations may apply under Australian privacy law. The Customer is responsible for its own compliance obligations. Concept Data will reasonably assist the Customer with information required for assessments and notifications where this is within scope or otherwise billable.
AI services may include readiness assessments, governance design, enablement, workflow automation, data classification, and configuration of AI features in Microsoft Services or other platforms.
The Customer is responsible for decisions about AI use cases, data access permissions, and approvals for deployment. Unless expressly agreed in writing, Concept Data will not use Customer data to train any AI models.
AI outputs may be inaccurate, incomplete, or unsuitable for particular purposes. The Customer must validate outputs, especially where used for legal, financial, clinical, safety, or other high impact decisions.
Pre-existing intellectual property remains the property of the party that owns it. Unless otherwise agreed, Concept Data grants the Customer a non-exclusive licence to use deliverables created under the Agreement for the Customer’s internal business purposes.
Concept Data retains ownership of its tools, templates, methods, scripts, and know-how used to provide Services.
Unless otherwise agreed in writing, invoices are payable within 7 days of invoice date. GST is payable in addition to Fees.
The Customer must pay invoices without set-off. Any disputed amount must be notified in writing before the due date, setting out the basis of the dispute. The Customer must pay undisputed amounts by the due date.
If an invoice is overdue, Concept Data may charge interest on overdue amounts at 10 percent per annum calculated daily.
Concept Data may review and adjust its pricing annually or upon renewal of a Support Agreement by providing reasonable notice to the Customer.
Concept Data may suspend Services (in whole or part) if Fees are overdue, if the Customer’s environment presents an unreasonable security or safety risk, or if required access is not provided. Concept Data will use reasonable efforts to provide notice where practical.
Title to Goods supplied does not pass until payment is received in full. Risk in Goods passes on delivery to the Customer’s nominated location.
Returns may be accepted at Concept Data’s discretion, subject to supplier terms, restocking fees, and Goods being in original condition with packaging intact.
Goods and Services may come with guarantees that cannot be excluded under the Australian Consumer Law. Nothing in the Agreement is intended to exclude, restrict or modify rights that cannot be excluded, restricted or modified under law.
Where permitted by law for Goods or Services not ordinarily acquired for personal, domestic or household use, Concept Data’s liability for a failure to comply with a consumer guarantee is limited, at Concept Data’s option, to:
To the extent permitted by law, Concept Data is not liable for any indirect or consequential loss, loss of profit, loss of revenue, loss of data, business interruption, or loss of goodwill arising from or in connection with the Agreement.
To the extent permitted by law, Concept Data is not liable for issues arising from third party systems or services, including Microsoft Services, internet service providers, telecommunications providers, cloud platforms, or vendor products, except to the extent directly caused by Concept Data’s breach of the Agreement.
Concept Data’s aggregate liability to the Customer for all claims arising out of or in connection with the Agreement (whether in contract, tort including negligence, or otherwise) is limited to the total Fees paid by the Customer to Concept Data for the relevant Services in the 12 months immediately preceding the event giving rise to the claim, unless a different cap is specified in the Support Agreement.
The Customer indemnifies Concept Data for claims, losses, and liabilities arising from the Customer’s breach of the Agreement, unlawful instructions, misuse of Goods or Services, or infringement caused by Customer supplied materials, except to the extent caused by Concept Data’s negligence or breach of the Agreement.
Support Agreement terms, renewal, and termination rights are set out in the relevant Support Agreement. For ad hoc Services, either party may terminate on written notice. Accrued rights and payment obligations survive termination.
Where Services are provided under a prepaid or allocated hours model, any unused or accrued hours at the date of termination will be forfeited unless otherwise specified in the applicable Support Agreement or agreed in writing.
Neither party is liable for failure to perform obligations where performance is prevented by events outside its reasonable control. The affected party must notify the other party as soon as practical.
The parties may communicate, issue notices, and execute documents electronically where permitted by law. The Customer consents to receiving electronic communications including invoices and service reports.
If any provision is invalid or unenforceable, the remainder remains in force. The Customer must not assign or transfer rights or obligations without Concept Data’s written consent.
Concept Data may update or vary these Terms and Conditions from time to time by providing reasonable notice to the Customer. Any updated Terms and Conditions will apply from the date specified in the notice and will apply to all Services provided after that date, including any renewal or continuation of a Support Agreement.
Where a Customer does not agree to the updated Terms and Conditions, the Customer may elect not to renew the relevant Support Agreement in accordance with its terms.
This Agreement is governed by the laws of South Australia and the parties submit to the exclusive jurisdiction of the courts of South Australia.
