Qbit IT Solutions – Customer Terms and Conditions

Part A – How these Terms work

1. About these Terms

1.1 These Terms are issued by Qbit IT Solutions Pty Ltd (ABN 33 651 050 752) of 1/45 Ord Street, West Perth WA 6005 (Qbit, we, us).

1.2 These Terms apply to all Products and Services Qbit supplies to the Customer. They apply together with the Agreement for that supply.

1.3 This is version 1.0, effective from 12 October 2026. It replaces earlier versions for orders and Agreements made on or after that date. Agreements already in place stay on the version that applied when they were signed, unless changed under clause 6.4.

1.4 The Customer accepts these Terms by signing or accepting an Agreement or quote that refers to them, or by placing an order after being given them. Qbit will provide a copy free on request.

1.5 Nothing in these Terms excludes, restricts or modifies any right or remedy the Customer has under the Australian Consumer Law or any other law that cannot lawfully be excluded. Any clause that would do so is read down to the extent needed.

2. Order of precedence

2.1 If documents conflict, the one higher in this list prevails, to the extent of the conflict:

terms specific to an Agreement, including terms printed at the end of a Managed Services Agreement, Service Bank Agreement, NBN or Phone Sytem agreements, quote or Statement of Work;
the rest of that Agreement, quote or Statement of Work;
these Terms.

2.2 Third-Party Terms (clause 10) govern the relationship between the Customer and that third party. These Terms do not change them.

2.3 Terms in a Customer purchase order or similar document do not apply unless an authorised officer of Qbit agrees to them in writing.

3. Definitions

In these Terms:

ACL means the Australian Consumer Law in Schedule 2 of the Competition and Consumer Act 2010 (Cth), as applied in Western Australia by the Fair Trading Act 2010 (WA).
Agreement means any signed agreement, accepted quote, Statement of Work or order between Qbit and the Customer, including a Managed Services Agreement or Service Bank Agreement.
Business Day means a day other than a Saturday, Sunday or public holiday in Perth, Western Australia.
Business Hours means 7:30am to 5:00pm (AWST) on a Business Day.
Confidential Information means information of a party that is marked confidential or that a reasonable person would treat as confidential, including Customer Data, credentials, network and security information, pricing, and business information.
Customer means the person, business or organisation named in the Agreement or that places an order with Qbit.
Customer Data means all data, documents, emails, records and Personal Information that belong to the Customer or are held on Customer Systems, including in any cloud tenancy.
Customer Systems means the Customer’s computers, servers, networks, devices, cloud tenancies, accounts and software.
Fees means the amounts payable for Products and Services under an Agreement or quote.
Insolvency Event means a party becoming insolvent, having an administrator, receiver, liquidator or trustee in bankruptcy appointed, or entering a scheme or arrangement with creditors.
Managed Services means ongoing support and management services supplied for a recurring Fee under a Managed Services Agreement.
Personal Information has the meaning given in the Privacy Act 1988 (Cth).
PPSA means the Personal Property Securities Act 2009 (Cth), and PPSR means the register established under it.
Products means hardware, equipment, software licences, subscriptions and other goods supplied by Qbit.
Project Work means work outside the scope of Managed Services or Service Bank that is quoted separately, such as new installations, migrations, upgrades and relocations.
Security Incident means any actual or reasonably suspected unauthorised access to, or loss, disclosure or corruption of, Customer Data or Customer Systems.
Service Bank means monthly, pre-purchased blocks of support time supplied under a Service Bank Agreement.
Services means Managed Services, Service Bank, Project Work, consulting, cyber security, telecommunications, hosting and any other services Qbit supplies.
Statement of Work means a document describing specific Project Work, its deliverables, assumptions and price.
Third-Party Services means software, cloud, telecommunications and other products or services provided by a third party and resold or arranged by Qbit, such as Microsoft 365.
Third-Party Terms means the terms that apply to a Third-Party Service.

4. Quotes and orders

4.1 Quotes are valid for 30 days unless the quote says otherwise.

4.2 An order is accepted when Qbit confirms it in writing (email is enough) or starts supply.

4.3 Qbit may decline an order, or part of it, if Products are unavailable. Qbit will tell the Customer promptly and refund any money paid for the declined part.

4.4 Hardware and licence prices depend on supplier pricing and exchange rates. If a supplier’s price increases after the Customer accepts a quote but before Qbit places the order, Qbit will tell the Customer before ordering. The Customer may then accept the new price or cancel that item at no cost.

4.5 Quotes rely on information the Customer gives Qbit. If that information turns out to be materially wrong, Qbit will explain the impact and requote before doing additional work.

4.6 Qbit will not charge for work outside a quote, Agreement or Statement of Work unless the Customer has approved it in advance (email is enough), except urgent work under clause 12.5.

Part B – Money

5. Price and payment

5.1 Prices are in Australian dollars and exclude GST unless stated. Every quote shows the GST and the GST-inclusive total. Freight, delivery and other charges are shown on the quote. Qbit will not add charges that are not in the quote or Agreement, except taxes imposed by law after the quote date.

5.2 Unless the Agreement says otherwise:

Managed Services Fees are invoiced monthly in advance with direct debit;
Service Bank blocks are paid in advance with direct debit;;
Project Work is invoiced as set out in the Statement of Work;
hardware may require payment or downpayment before Qbit orders it, where the quote says so.

5.3 Invoices are due within [14] days of the invoice date unless the Agreement or quote states a different term.

5.4 If the Customer disputes an invoice in good faith, it must tell Qbit in writing within 14 days of receiving it, with reasons, and pay any undisputed amount by the due date. The parties will resolve the dispute under clause 25. No interest or recovery costs apply to an amount while it is genuinely disputed.

5.5 Before charging interest or taking recovery action, Qbit will send a written reminder of the overdue amount.

5.6 Overdue amounts that are not disputed attract simple interest at the rate that applies to judgment debts under the Civil Judgments Enforcement Act 2004 (WA), calculated daily from the due date until payment.

5.7 If an undisputed amount stays unpaid for more than 30 days after Qbit’s written reminder, the Customer must pay Qbit’s reasonable costs properly incurred in recovering it, including reasonable collection agency and legal costs.

5.8 Qbit may offer credit terms after a credit application. Qbit may reduce or withdraw credit for future orders by written notice; this does not make existing invoices due early. Qbit will only obtain or disclose credit information about an individual, such as a sole trader or guarantor, with that person’s consent given in a credit application and in line with the Privacy Act 1988 (Cth).

5.9 Qbit does not charge surcharges for payment by card, and does not add any other fee that applies only to card payments.

6. Deposits, cancellation and changes

6.1 Qbit may require a deposit, stated in the quote or Statement of Work. Qbit uses deposits to order Products and reserve resources for the Customer’s work.

6.2 The Customer may cancel an accepted order or Statement of Work, wholly or in part, by written notice before delivery or completion. Deposits are not forfeited. Qbit will refund all amounts paid for the cancelled part, less the reasonable costs Qbit has actually incurred or committed to because of the order and cannot avoid, such as:

supplier restocking or cancellation fees;
non-cancellable or non-refundable licences and subscriptions the Customer approved, such as annual Microsoft commitments;
special-order items that cannot be returned to the supplier, which are then delivered to the Customer;
work already performed, at the agreed rates;
freight already paid.
reasonable sales costs incurred in securing the work.

6.3 Qbit will take reasonable steps to reduce those costs, such as returning stock to the supplier. Qbit will give the Customer an itemised statement and refund any balance within 14 days of cancellation. If the costs exceed the amount paid, the Customer pays the difference within the normal payment terms.

6.4 Qbit may update these Terms by giving at least 30 days’ written notice. Updates apply to new orders from their effective date, and to existing Agreements from the effective date. If an update is materially detrimental to the Customer, the Customer may end the affected Agreement by written notice before the effective date, with no early termination fee other than Third-Party commitments it already approved under clause 10.2. Changes required by law may take effect sooner, with as much notice as is reasonably possible.

6.5 Qbit may increase recurring Fees once in any 12-month period, with at least 30 days’ written notice. If the increase is more than the Perth Consumer Price Index (All Groups) change for the previous 12 months plus [3]%, the Customer may end the affected Services before the increase takes effect, with no early termination fee.

6.6 If a third-party supplier increases its prices, such as for Microsoft licences, Qbit may pass the increase on at cost. Qbit will give 30 days’ notice where it can, or otherwise as much notice as Qbit receives from the supplier.

6.7 Either party may request a change to the scope of Services. A change takes effect only when both parties agree to it in writing, including any change to Fees or timing.

Part C – Products and third-party services

7. Delivery and installation

7.1 Delivery dates are estimates based on supplier information. Qbit will keep the Customer informed of delays. If a Product arrives more than [30] days after the estimated date, the Customer may cancel that Product and receive a full refund of everything paid for it.

7.2 Qbit may deliver an order in parts. Qbit will invoice part deliveries separately only where the Customer has agreed.

7.3 The Customer should check deliveries on arrival and tell Qbit within 7 days of any visible damage or missing items, so Qbit can claim against the carrier. This does not affect the Customer’s rights for faults found later.

7.4 Where Qbit installs Products, the Customer must give safe access to the site, power, network connections and any approvals needed.

8. Title, risk and security interest

8.1 Risk in a Product passes to the Customer when it is delivered to the Customer’s site or collected by the Customer. If the Customer asks Qbit to take delivery and hold Products for it, for example because the Customer’s site is not ready, risk passes to the Customer when Qbit tells the Customer in writing that the Products have arrived and are being held for it. While holding them, Qbit will store them with reasonable care and remains responsible for loss or damage caused by its own negligence.

8.2 Ownership of a Product passes to the Customer when it has been paid for in full. For software, the Customer receives a licence, not ownership.

8.3 Until ownership passes, the Customer must keep the Product in good condition and insured, and must not sell or encumber it except in the ordinary course of business.

8.4 If an undisputed amount for a Product is more than 30 days overdue after Qbit’s written reminder, Qbit may recover that Product. Before doing so, Qbit will:

give at least 2 Business Days’ written notice;
attend only the Customer’s premises during Business Hours;
take reasonable care to avoid damage; and
give the Customer a reasonable opportunity to copy any Customer Data from the Product, or return any storage media to the Customer.

8.5 So that Qbit can deliver Products before they are paid for in full, the Customer acknowledges that these Terms give Qbit a security interest under the PPSA in all Products Qbit supplies, now or in future, including rental equipment, and their proceeds. Qbit will register its interest on the PPSR when the Customer is onboarded, and the Customer will provide information reasonably needed for that.

8.6 Qbit will remove its PPSR registration within 30 Business Days after the Customer stops being a Qbit customer, all secured amounts are paid and all rental equipment is returned, or earlier on the Customer’s reasonable request where none of those apply.

8.7 Rental equipment, such as rented phones, remains Qbit’s property at all times. The Customer must keep it in good condition and insured, and return it in good order (fair wear and tear excepted) when the rental ends.

9. Faulty products and returns

9.1 If a Product is faulty or not as described, the Customer should contact Qbit. Unless the Agreement or quote states otherwise, faulty Products are returned to Qbit for warranty assessment, except where the ACL requires Qbit to collect them at its own cost. Qbit will handle the issue in line with the consumer guarantees (clause 17) and any manufacturer’s warranty (clause 18), and will manage manufacturer warranty claims for the Customer. Backing up and restoring the Customer’s data, software and settings is charged at the agreed rates, unless covered by another Agreement the Customer holds with Qbit. Qbit will only charge handling time where the fault is not covered and the Customer agreed to the charge first.

9.2 Qbit does not have to accept change-of-mind returns. Where it does, the Product must be unopened, unused and standard stock, returned within [14] days of delivery. Any supplier restocking fee is passed on at cost. Software licences, special-order items and opened consumables cannot be returned for change of mind.

9.3 Consistent with the ACL, the consumer guarantees and warranties do not cover damage caused by misuse, accident, abnormal use or modification by someone other than Qbit or the manufacturer.

9.4 Repair notice: Goods presented for repair may be replaced by refurbished goods of the same type rather than being repaired. Refurbished parts may be used to repair the goods. Repair of goods capable of retaining user-generated data may result in loss of the data. Unless Qbit’s Services include backup of the device, the Customer should back up its data before handing a device over for repair.

10. Software, cloud and third-party services

10.1 Third-Party Services are supplied under their Third-Party Terms. Qbit will provide or link to those terms before the Customer orders, and the Customer must comply with them. Where the vendor requires it, the Customer must accept the vendor’s customer agreement, such as the Microsoft Customer Agreement. Under Managed Services, Qbit will raise and manage issues with the vendor on the Customer’s behalf.

10.2 Some subscriptions, including annual and multi-year Microsoft subscriptions, cannot be cancelled or reduced during their term except within a short window set by the vendor. Before ordering, Qbit will tell the Customer the commitment term, cancellation window and price, and will only order after the Customer approves. The Customer remains responsible for the rest of an approved commitment if an Agreement ends, unless the subscription can be transferred to another provider. [Qbit’s 365 Terms and Conditions also apply to Microsoft 365 subscriptions.]

10.3 Cloud tenancies, domain names and accounts Qbit sets up for the Customer belong to the Customer. Qbit will register them in the Customer’s name wherever the vendor or registry allows. Qbit holds delegated administrative access only, for as long as it supplies the Services.

10.4 Telecommunications services, such as NBN, mobile and phone services, are supplied under the provider’s terms and Critical Information Summary, which Qbit will give the Customer before it commits. Qbit is a member of the Telecommunications Industry Ombudsman. Complaints are handled under Qbit’s complaints handling policy, and the Customer may contact the TIO if a complaint is not resolved. Some services, including VoIP and NBN services, will not work during a power outage. Customers who rely on a service for medical alarms, lift phones, security alarms or emergency calls must tell Qbit before ordering.

10.5 The Customer must not use Qbit’s hosting, email or network services for unlawful content, spam, attacks on other systems or infringing material. Qbit may suspend the affected service under clause 21.6 if this happens.

Part D – Managed services, security and data

11. Managed Services and Service Bank

11.1 The scope of Managed Services is set out in the Agreement. The Managed Services Fee covers looking after the environment in place at the start of the Agreement, as documented during onboarding, and any items the Agreement lists as included. Major changes, such as new systems, migrations, upgrades, relocations or new sites, are Project Work and will be quoted before delivery.

11.2 During onboarding, Qbit may find items that need fixing before it can support them to the agreed standard, such as unsupported operating systems or end-of-life hardware. Qbit will tell the Customer in writing and quote any remediation as Project Work. Until those items are fixed, Qbit will support them on a reasonable-efforts basis, and service levels may not apply to them.

11.3 Fees based on user or device numbers adjust as set out in the Agreement. The Customer must tell Qbit about new starters, leavers and new devices.

11.4 Service Bank time is recorded in [15]-minute increments. Qbit will give the Customer a record of time used [monthly] and on request. Service Bank hours do not expire while the Customer remains an active Qbit customer and transacts with Qbit at least once every 12 months. If the Customer has not transacted with Qbit for 12 months, Qbit will give at least 30 days’ written notice before any unused hours expire.

11.5 Qbit may use subcontractors. Qbit remains responsible for their work as if it were its own and binds them to confidentiality and security obligations at least as protective as these Terms.

11.6 Qbit will supply all Services with due care and skill, and in line with good industry practice.

12. Service levels and support

12.1 Response and resolution targets are set out in the Agreement. If an Agreement has none, for a standard request that is not urgent or an emergency, Qbit will use reasonable endeavours to:

respond within 1 business hour, where a response means the request has been assigned to a technician; and
have a technician start work on the request within 4 business hours.

12.2 The Customer may raise requests through the client portal, by email or by phone. Qbit sets the priority of each request reasonably, taking the Customer’s view into account, and the Customer may ask for any request to be escalated.

12.3 Performance figures Qbit publishes, such as average phone answer times, describe typical performance in normal circumstances. They are not service levels under an Agreement.

12.4 What the Exceptional Service Guarantee covers, and what the Customer receives if a target is missed, is set out in the Agreement. Service levels do not apply to a delay caused by the Customer, an outage of a Third-Party Service outside Qbit’s control, a Force Majeure Event, or a request made outside Business Hours where the Customer has no after-hours cover.

12.5 After-hours and emergency requests must be phoned in to Qbit. After-hours support is available to current clients at the rates in the Agreement, unless the Agreement includes it. If Qbit reasonably believes urgent action is needed to contain a Security Incident or prevent serious harm and cannot reach the Customer’s authorised contact after reasonable attempts, Qbit may take reasonable and proportionate containment steps. Qbit will tell the Customer as soon as practicable afterwards. Any charge for that work is at the agreed rates.

12.6 Qbit will provide the reporting set out in the Agreement.

13. Customer responsibilities

13.1 The Customer will:

nominate authorised contacts who can approve work and spending, and tell Qbit when they change;
give Qbit accurate information, timely access and prompt decisions;
keep its software properly licensed and maintain any vendor support Qbit advises is needed;
replace hardware and software that has reached end of life after Qbit advises, or accept the risk in writing;
follow Qbit’s reasonable security recommendations, or accept the risk in writing;
make sure its staff protect their passwords, use multi-factor authentication where enabled and use systems lawfully;
have the rights needed for any data and software it asks Qbit to handle;
tell Qbit promptly of any suspected Security Incident;
tell Qbit before it or another provider changes systems Qbit manages; and
provide a safe workplace for Qbit staff working on site.

13.2 Qbit is not responsible for missing a service level or other obligation to the extent the miss is caused by the Customer not meeting clause 13.1. Qbit will tell the Customer when this happens. Work to fix problems caused by changes made without telling Qbit may be charged at the agreed rates.

14. Security and remote access

14.1 Qbit will provide the security services set out in the Agreement.

14.2 No system can be made completely secure, and Qbit cannot guarantee that Customer Systems will never be compromised. Qbit will supply security services with due care and skill and in line with good industry practice.

14.3 The Customer authorises Qbit to install monitoring, management, security and backup tools on Customer Systems, and to access Customer Systems remotely and on site as needed to supply the Services. Qbit will apply appropriate security controls to that access. The Customer is responsible for telling its personnel about monitoring as required by law and its own policies.

14.4 Qbit is responsible for backing up data only where backup forms part of the Services, and then only for the systems and data listed in the Agreement. Qbit will monitor backups and test restores as the Agreement sets out.

14.5 If a Security Incident occurs, Qbit will help contain and investigate it as part of the Services. Where the Customer has cyber insurance, its insurer may appoint a company to carry out the recovery work, which may be Qbit or another provider; Qbit will cooperate with whoever is appointed. Recovery work Qbit performs beyond the scope of the Services, such as forensic investigation or extended recovery, is Project Work at the agreed rates. Qbit will not charge for that work where the Security Incident was caused by Qbit’s breach or negligence.

14.6 Qbit will only carry out penetration testing or similar security testing with the Customer’s written authorisation and an agreed scope.

15. Data and privacy

15.1 The Customer owns the Customer Data. Qbit obtains no rights in it other than the right to use it to supply the Services.

15.2 Qbit will access, use and disclose Customer Data only to supply the Services, on the Customer’s instructions, or as required by law.

15.3 Qbit will handle Personal Information in line with the Privacy Act 1988 (Cth) and the Australian Privacy Principles, whether or not an exemption would otherwise apply to Qbit. Qbit’s Privacy Policy is at qbit.com.au/privacy.

15.4 Qbit will store Customer Data it controls in Australia unless the Customer agrees otherwise. Where a Third-Party Service chosen by the Customer stores data outside Australia, Qbit will tell the Customer where it is stored, if Qbit knows.

15.5 Qbit will give the Customer a list of subcontractors who may access Customer Data on request, and binds them to obligations at least as protective as these Terms.

15.6 Qbit will notify the Customer without undue delay after becoming aware of a Security Incident affecting Customer Data that Qbit holds or manages. Qbit will provide the information it reasonably has available to assist the Customer to assess the incident under applicable law and will cooperate with the Customer’s response. The Customer decides whether to notify the regulator and affected individuals about its own data, unless agreed otherwise.

15.7 If Qbit receives a legal demand for Customer Data, it will tell the Customer before disclosing, unless the law prohibits it.

15.8 Qbit uses the contact details of the Customer’s staff to manage the account. Qbit will only send marketing messages with consent and will include an unsubscribe option in every one. Qbit will not give the Customer’s information to partners for their own marketing without the Customer’s consent.

15.9 Return and deletion of Customer Data when Services end is covered in clause 22.

16. Confidentiality and intellectual property

16.1 Each party must keep the other’s Confidential Information confidential and use it only for the purposes of the Agreement. A party may disclose it only to its personnel, advisers and subcontractors who need it and are bound to keep it confidential, or where required by law. Where the law allows, the party will notify the other before a legally required disclosure.

16.2 Clause 16.1 does not apply to information that is public through no fault of the receiving party, was already lawfully known to it, or was independently developed by it.

16.3 On request after an Agreement ends, each party will return or destroy the other’s Confidential Information, except copies held in routine backups or required by law, which remain confidential. This clause continues after the Agreement ends.

16.4 Each party keeps ownership of the intellectual property it had before the Agreement. Once paid for, deliverables created specifically for the Customer, such as reports, network documentation and configurations of Customer Systems, belong to the Customer. Qbit keeps its own tools, scripts, templates and know-how, and grants the Customer a non-exclusive, perpetual, royalty-free licence to use any of them included in a deliverable for its own business.

16.5 Documentation Qbit keeps about Customer Systems, including credentials, network diagrams and configuration records, is held for the Customer and belongs to the Customer. Qbit will provide it on reasonable request during the Agreement, and at the end of the Agreement as set out in clause 22.

Part E – Guarantees, warranties and liability

17. Consumer guarantees

17.1 Our goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.

Where a failure is not a major failure, the ACL allows Qbit to choose whether to repair, replace or refund the goods. For example, where a run-out or discontinued model cannot be repaired or replaced, Qbit may refund the price paid.

17.2 Where a consumer guarantee applies to goods or services that are not of a kind ordinarily acquired for personal, domestic or household use, Qbit’s liability for failing to comply with it is limited, as permitted by section 64A of the ACL, to the following, at Qbit’s option:

for goods: replacing or repairing them, supplying equivalent goods, or paying the cost of doing any of those; and
for services: supplying them again, or paying the cost of having them supplied again.

17.3 Clause 17.2 does not apply where the Customer shows that relying on it would not be fair or reasonable, or to goods or services of a kind ordinarily acquired for personal, domestic or household use.

18. Manufacturer warranties

18.1 Products come with the manufacturer’s warranty, which Qbit passes on to the Customer. Manufacturer warranties are in addition to the consumer guarantees, not instead of them.

18.2 Qbit will manage warranty claims with the manufacturer on the Customer’s behalf. Extended warranties and vendor support contracts are available where quoted.

18.3 The availability of spare parts and repair facilities depends on the manufacturer. Where Qbit knows before purchase that parts or repairs will not be available for a Product, such as an end-of-sale model, Qbit will tell the Customer.

19. Liability

19.1 Nothing in this clause 19 limits or excludes:

the Customer’s rights under clause 17 that cannot be excluded;
a party’s liability for fraud or wilful misconduct; or
the Customer’s obligation to pay Fees.

19.2 Neither party is liable to the other for indirect or consequential loss, or for loss of profit, revenue or business opportunity. However, the following are direct losses that the Customer can recover where caused by Qbit’s breach or negligence:

the reasonable cost of restoring or recreating lost or corrupted Customer Data; and
the reasonable cost of responding to a Security Incident, including notifying affected individuals.

19.3 Each party’s liability is reduced to the extent the other party, or its personnel or other providers, caused or contributed to the loss. Each party must take reasonable steps to reduce its loss.

19.4 Subject to clauses 19.1 to 19.3, Qbit’s total liability to the Customer arising out of or in connection with an Agreement and these Terms, whether in contract, tort (including negligence), under statute or otherwise, is limited to the amount Qbit recovers, or is entitled to recover, under the insurance policy that responds to the claim (clause 20.1). If an insurer declines or reduces a claim because of Qbit’s own act or omission, such as a late notification or a breach of policy terms, the limit is the amount Qbit would have been entitled to recover but for that act or omission.

19.5 If no Qbit insurance policy would respond to a claim, for a reason other than Qbit’s own act or omission, Qbit’s total liability for that claim is limited to the Fees paid or payable under the relevant Agreement in the 12 months before the event giving rise to the claim.

19.6 Subject to clause 19.1, the Customer’s total liability to Qbit, other than for Fees and under clause 20.4, is limited to the Fees paid or payable under the relevant Agreement in the 12 months before the event giving rise to the claim.

20. Insurance and indemnities

20.1 While it supplies Services, Qbit will maintain professional indemnity insurance, public and products liability insurance, and workers’ compensation insurance appropriate to its operations and as required by law. Qbit will provide certificates of currency on reasonable request.

20.2 The Customer is responsible for insurance suited to its business, including insurance for Products under clause 8.3. Qbit recommends the Customer consider its own cyber insurance.

20.3 Qbit indemnifies the Customer against third-party claims that a deliverable created by Qbit infringes that third party’s intellectual property. This does not cover Third-Party Services, which carry the vendor’s terms, or material the Customer provided. If such a claim is made, Qbit may modify or replace the deliverable or obtain a licence so the Customer can keep using it.

20.4 The Customer indemnifies Qbit against third-party claims arising from material the Customer provided, Qbit following the Customer’s specific written instructions, or the Customer’s unlawful use of the Services.

20.5 Each indemnity is reduced to the extent the indemnified party caused or contributed to the claim, and Qbit’s indemnity is subject to clause 19. The indemnified party must notify the other promptly, let it control the defence, and cooperate reasonably.

Part F – Ending, disputes and general

21. Term, suspension and termination

21.1 Each Agreement runs for the term stated in it.

21.2 Renewal arrangements, including any renewed term and cancellation notice period, are set out in the applicable Agreement.

21.3 Either party may end an Agreement by giving the notice period stated in it or, if none is stated, at least 3 full calendar months’ written notice.

21.4 If the Customer ends a fixed-term Agreement early, it pays the early termination amount stated in the Agreement. That amount must be a reasonable estimate of Qbit’s loss, such as unrecovered client acquisition and onboarding costs. If no amount is stated, the Customer pays only Fees for the notice period and any unavoidable Third-Party commitments approved under clause 10.2.

21.5 Either party may end an Agreement by written notice if the other party:

fails to pay an undisputed amount within 14 days after written notice of the default;
commits any other material breach and does not fix it within 30 days after written notice describing it; or
suffers an Insolvency Event, to the extent the law permits, including the ipso facto provisions of the Corporations Act 2001 (Cth).

21.6 Qbit may suspend Services only:

if an undisputed amount is more than 30 days overdue, after giving at least 10 Business Days’ written notice stating the amount and the planned suspension; or
immediately, to the extent reasonably necessary, to prevent a serious security risk or unlawful use under clause 10.5, telling the Customer as soon as practicable.

21.7 During any suspension, Qbit will not delete Customer Data or remove the Customer’s access to its own systems, accounts or data. For up to [30] days of a payment-related suspension, Qbit will keep endpoint security and backup services licensed through Qbit running, at the Customer’s cost.

21.8 When an Agreement ends:

rights that have already accrued continue;
the Customer pays for Services supplied up to the end date and for Products delivered;
Qbit refunds, pro rata, any prepaid recurring Fees for the period after the end date; and
unused Service Bank hours remain usable until they expire, or are refunded if Qbit ended the Agreement for convenience or the Customer ended it for Qbit’s breach.

22. Offboarding

22.1 When an Agreement ends for any reason, Qbit will cooperate in an orderly handover to the Customer or its new provider. Within [10] Business Days after the later of the end date and payment of all outstanding undisputed invoices, Qbit will give the Customer:

all administrative credentials for Customer Systems;
the documentation described in clause 16.5;
ownership or administrative control of tenancies, domains and licences, where the vendor allows; and
Customer Data held by Qbit, in a commonly used format.

22.2 While invoices remain outstanding, Qbit will not remove or block the Customer’s own access to its systems, tenancies, accounts or data.

22.3 Further transition help, such as migration work or knowledge transfer beyond [2] hours, is available at the agreed rates.

22.4 Qbit will remove its tools and its access from Customer Systems and confirm this in writing. The Customer should then change any passwords known to Qbit.

22.5 Qbit will securely delete Customer Data it holds [30] days after the handover under clause 22.1 is complete. Data in routine backups is deleted in the normal backup cycle, within [90] days. Data the law requires Qbit to keep is retained only as long as required. Qbit will confirm deletion in writing on request.

23. Non-solicitation

23.1 While an Agreement is in place and for 12 months after it ends, neither party will directly solicit, employ or engage a person who was an employee of the other party and worked on the Services in the previous 12 months, without the other party’s written consent. Responding to a general job advertisement is not a breach.

23.2 If a party breaches clause 23.1, the remedies and any agreed recruitment fee are those stated in the relevant Agreement.

24. Force majeure

24.1 Neither party is liable for a delay or failure caused by an event beyond its reasonable control (a Force Majeure Event), such as natural disaster, bushfire, flood, pandemic, war, terrorism, widespread power or internet failure, government action, or an outage of a major cloud provider.

24.2 A Force Majeure Event does not include:

an obligation to pay money;
failure of a party’s own equipment or systems, or a shortage of its own staff; or
a cyber attack on a party’s own systems that good industry practice would have prevented.

24.3 The affected party must tell the other promptly, take reasonable steps to limit the effect, and resume performance as soon as possible.

24.4 If a Force Majeure Event continues for more than 30 days, either party may end the affected Services by written notice without penalty. Qbit will refund prepaid Fees for Services not supplied.

25. Complaints and disputes

25.1 Complaints should first go to the Customer’s Account Manager, and may be escalated to the Service Delivery Manager and then to a Qbit Director.

25.2 For a formal dispute, a party gives written notice describing it. Senior representatives of both parties will meet within 10 Business Days to try to resolve it.

25.3 If the dispute is not resolved within 20 Business Days of the notice, either party may refer it to mediation. This may be through the Small Business Development Corporation (WA) where the Customer is eligible, or with a Resolution Institute mediator in Perth. The parties share the mediator’s costs equally.

25.4 A party may start court proceedings only after mediation has failed, except to seek urgent interim relief. During a dispute, both parties keep performing their obligations, including paying undisputed amounts.

25.5 Nothing in this clause limits the Customer’s right to contact the ACCC, Consumer Protection WA or, for telecommunications services, the Telecommunications Industry Ombudsman.

26. General

26.1 Governing law: These Terms and each Agreement are governed by the laws of Western Australia. Each party submits to the jurisdiction of the courts of Western Australia and the courts that hear appeals from them.

26.2 Notices: Notices must be in writing and may be sent by email to the addresses in the Agreement. A notice is received when sent, if sent during Business Hours, or otherwise at the start of the next Business Day, unless the sender receives a delivery failure message.

26.3 Assignment: The Customer may assign or novate an Agreement with Qbit’s consent, which Qbit will not unreasonably withhold. Qbit may assign or novate an Agreement to a related body corporate, or to a buyer of all or substantially all of its business, by giving 30 days’ written notice, if the new provider takes on Qbit’s obligations and maintains equivalent service and security standards. If the Customer reasonably objects, it may end the affected Agreement within the notice period without an early termination fee.

26.4 Entire agreement: The Agreement and these Terms are the entire agreement on their subject matter. This does not exclude liability for misleading or deceptive conduct under the ACL.

26.5 Severance: If any provision is invalid or unenforceable, it is read down or severed to the extent needed, and the rest continues in effect.

26.6 Waiver: A failure or delay in exercising a right is not a waiver of it.

26.7 Relationship: Qbit is an independent contractor. Nothing in these Terms creates a partnership, employment or agency relationship.

26.8 Electronic execution: An Agreement may be signed or accepted electronically and in counterparts, consistent with the Electronic Transactions Act 2011 (WA).

26.9 Export control: The Customer must not export or re-export Products in breach of applicable export control laws.

26.10 Survival: Clauses 5, 8, 15, 16, 19, 20, 22, 23 and 25, and any other clause that by its nature continues, survive the end of an Agreement.

Terms and Conditions