Terms of Service

2.1These Terms govern every Quote, Order, Plan, and arrangement under which Downs ICT supplies Goods or Services to You. By accepting a Quote or engaging our Services, You agree to be bound by these Terms.

2.2If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions continue in full force.

2.3These Terms apply to the exclusion of any terms You may seek to impose, unless we agree otherwise in writing.

3.1Nothing in these Terms excludes, restricts or modifies any right, guarantee, warranty or remedy that You may have under the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) or any other statute, where to do so would be unlawful.

3.2Where such statutory rights apply and can lawfully be limited, our liability is limited (at our option) to: (a) re-supplying the relevant Services; or (b) paying the reasonable cost of having the Services re-supplied.

3.3For Goods, where such statutory rights apply and can lawfully be limited, our liability is limited (at our option) to: (a) replacing or repairing the Goods; or (b) paying the cost of replacement or repair.

4.1The minimum commitment term is set out in your Quote or Plan agreement, commencing on the first day of the month following the date you sign or approve the Quote.

4.2Between 15 and 60 days before the end of your initial commitment term, we will send you a written renewal reminder setting out the upcoming rollover date and your options.

4.3After the initial commitment term expires, the agreement automatically rolls over to a month-to-month arrangement on the same terms, unless either party gives 30 days' written notice to cancel before the rollover date.

4.4During any month-to-month period, either party may terminate by giving 30 days' written notice.

This means you are never locked into another full fixed term after your initial period ends.

5.1Either party may terminate this agreement for convenience by giving the other party 90 days' written notice.

5.2Either party may terminate immediately by written notice if the other party: (a) materially breaches these Terms and fails to remedy the breach within 30 days of written notice; (b) becomes insolvent, enters administration, or ceases to carry on business; or (c) engages in fraudulent or unlawful conduct.

5.3On termination for any reason, we will assist you in an orderly transition of services to another provider. Time spent on transition assistance will be charged at our standard rates.

5.4Termination does not affect any rights or obligations that have already accrued.

6.1If You terminate this agreement before the end of the initial commitment term (other than under clause 5.2), an early exit fee applies.

6.2The early exit fee is a genuine pre-estimate of our loss, not a penalty. It equals the sum of: (a) unrecovered committed third-party costs we have incurred on your behalf for the remainder of the term (including Microsoft 365, Huntress, Syncro, and any hardware financing); plus (b) a reasonable margin to cover our direct labour and overhead costs for the remaining period, as calculated in good faith and disclosed to you in writing on request.

6.3We will provide you with a written breakdown of the early exit fee calculation within 5 Business Days of your termination notice.

We are required by law to charge only a genuine estimate of our actual loss — not a windfall. If you believe our calculation is incorrect, please contact us to discuss.

7.1We may vary these Terms at any time by giving you at least 30 days' written notice of any material change.

7.2A 'material change' includes any change that adversely affects your rights, increases your obligations, or alters the scope of Services.

7.3If you do not accept a material change, you may terminate this agreement without penalty by giving us written notice before the change takes effect. Your termination will be effective on the date the change would have taken effect.

7.4Minor administrative or clarifying changes (such as updating contact details or correcting typographical errors) may be made without notice.

7.5The current version of these Terms is always available at downsict.com.au/terms-of-service.

8.1We will give you at least 30 days' written notice before increasing any recurring Fee.

8.2Annual increases to recurring Fees will not exceed CPI plus 3%, unless we give you at least 60 days' written notice of a larger increase and the reason for it.

8.3If you do not accept a price increase, you may terminate this agreement without penalty by giving us written notice before the increase takes effect.

We aim to keep price increases predictable. The CPI + 3% cap applies to our standard managed service fees. One-off project work and hardware are quoted separately and not subject to this cap.

8.4All prices are in Australian Dollars (AUD). Where prices are displayed to consumers, they are inclusive of GST in accordance with the single-price rule under section 48 of the ACL.

9.1We will provide the Services described in your Quote or Plan with reasonable care and skill.

9.2Services are provided during Business Hours (8:30 am – 4:30 pm Monday to Friday, excluding Queensland public holidays) unless your Plan includes after-hours coverage.

9.3We will use reasonable endeavours to meet agreed timeframes, but time is not of the essence unless expressly stated in writing.

9.4If we need to materially change or withdraw a Service (for example, because a vendor discontinues a product), we will give you at least 30 days' written notice. If the change materially reduces the scope of Services you are receiving, you may terminate the affected part of your agreement without penalty.

A 'material reduction' means something that significantly affects what you are paying for — not minor configuration changes or routine maintenance.

9.5We may use subcontractors to deliver Services. We remain responsible to you for the quality of those Services and will ensure subcontractors are bound by appropriate confidentiality obligations.

10.1Quotes are valid for 30 days from the date of issue unless otherwise stated.

10.2Quotes are based on information you provide. If that information is incorrect or incomplete, we may revise the Quote.

10.3Acceptance of a Quote (by email, electronic signature, or web-based system) constitutes your agreement to these Terms.

10.4Quotes for hardware are subject to supplier price changes. We will notify you of any price change before placing your order.

10.5Software licence quotes are subject to the terms of the relevant vendor. Cloud service quotes are subject to the terms of the relevant provider.

10.6We may require a deposit before commencing work.

10.7We may require you to provide your ABN or ACN and authorise a credit reference check before extending credit terms.

11.1Invoices are due and payable within 14 days of the invoice date unless otherwise agreed in writing.

11.2You must pay all out-of-pocket expenses we reasonably incur in providing the Services.

11.3You must not withhold payment of an undisputed invoice. If you dispute part of an invoice, you must pay the undisputed portion by the due date and notify us in writing of the disputed amount.

11.4We may require payment in advance if you have previously defaulted on payment obligations.

12.1If an invoice remains unpaid after the due date, we will send you a written reminder.

12.2If the invoice remains unpaid 7 days after the reminder, we will give you at least 5 Business Days' written notice before suspending Services.

12.3Interest accrues on overdue amounts at the rate of the Reserve Bank of Australia cash rate plus 8% per annum, calculated daily and compounding monthly, consistent with the Queensland Civil Proceedings Act 2011.

12.4A late payment administration fee of $65 (inc. GST) applies to each overdue invoice. This is a genuine pre-estimate of our administrative cost of following up overdue accounts.

12.5You must pay all reasonable costs (including legal costs on a solicitor-client basis) we incur in recovering overdue amounts.

We will always try to resolve payment issues by talking to you first before taking any formal steps.

13.1Risk in Goods passes to you on delivery. Title does not pass until we receive payment in full.

13.2Where Goods are delivered by a third-party carrier, we are not responsible for loss or damage occurring during transit.

13.3You must inspect all Goods promptly on delivery. If you identify an obvious defect, you must notify us in writing within 7 days of delivery.

13.4Nothing in clause 13.3 limits your rights under the ACL consumer guarantees, including in respect of defects that are not reasonably discoverable on delivery (hidden defects). Your ACL rights apply regardless of the 7-day inspection window.

Under the ACL, you have rights that cannot be excluded by contract — including the right to a remedy for goods that are not of acceptable quality, even if a defect only becomes apparent later.

13.5Customised or special-order Goods may not be returned unless they are defective.

13.6Where Goods are returned under a manufacturer or supplier warranty, we will pass on any available remedy but are not liable for any failure or default by that manufacturer or supplier.

14.1Subject to clause 3 (ACL) and clause 14.3, all warranties, conditions and representations not expressly set out in these Terms are excluded to the maximum extent permitted by law.

14.2We do not warrant that Services will be uninterrupted or error-free, or that any particular outcome will be achieved.

14.3Nothing in these Terms limits our liability for: (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; (c) misleading or deceptive conduct under section 18 of the ACL; or (d) any other liability that cannot lawfully be excluded.

14.4Subject to clauses 3 and 14.3, our aggregate liability to you for all claims arising under or in connection with these Terms is limited to the total Fees paid by you to us in the 3 months preceding the event giving rise to the claim.

14.5Subject to clauses 3 and 14.3, we are not liable for any indirect, consequential, special or incidental loss, including loss of profit, revenue, data, or business opportunity.

15.1You indemnify us against all claims, losses, damages, costs and expenses arising from: (a) your breach of these Terms; (b) your negligent or unlawful acts or omissions; or (c) any claim by a third party arising from your use of the Goods or Services.

15.2The indemnity in clause 15.1 does not apply to the extent that the loss or damage is caused or contributed to by our negligence, wilful misconduct, or breach of these Terms.

We cannot ask you to cover losses that are our own fault.

16.1You are responsible for maintaining adequate backups of all data and software before we commence any Services.

16.2Where we provide backup services as part of your Plan, we will use reasonable endeavours to ensure backups complete successfully, but we do not warrant that backups will be error-free or that all data can always be recovered.

16.3Subject to clause 14.3, we are not liable for loss of data caused by events outside our reasonable control, including hardware failure, ransomware, or accidental deletion by your staff.

17.1We handle Personal Information in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles (APPs). Our Privacy Policy is available at downsict.com.au/privacy-policy.

17.2We collect Personal Information to provide Goods and Services, communicate with you, and fulfil our legal obligations. We will not use or disclose your Personal Information for any other purpose without your consent, unless required by law.

17.3Some support functions may be performed by contractors located overseas (currently in South Africa). We comply with APP 8 in respect of cross-border disclosure of Personal Information and take reasonable steps to ensure those contractors handle your information consistently with the APPs.

This means we require our overseas contractors to protect your information to the same standard as we do in Australia.

17.4You may request access to, or correction of, your Personal Information by contacting us using the details in clause 30.

18.1We are subject to the Notifiable Data Breaches (NDB) scheme under Part IIIC of the Privacy Act 1988 (Cth).

18.2If we become aware of an eligible data breach affecting your Personal Information, we will notify you and (where required) the Office of the Australian Information Commissioner as soon as practicable.

An 'eligible data breach' is one that is likely to result in serious harm to the individuals whose information is involved.

19.1Where Services include third-party products or platforms — including but not limited to Microsoft 365, Huntress, Keeper, Syncro, and UniFi — you are also bound by the applicable third-party licence terms and end-user agreements.

19.2We will provide you with links to, or copies of, relevant third-party terms on request.

19.3We are not liable for any failure, change, or discontinuation of a third-party product or service, provided we give you reasonable notice of any material change that affects your Services.

Third-party vendors (like Microsoft) occasionally change their terms or pricing. We will always give you as much notice as we can when this affects your services.

20.1You are responsible for holding valid licences for all software used in your environment, including software installed by us on your behalf.

20.2You indemnify us against any claim arising from unlicensed software use in your environment, except where we installed software without your knowledge or authority.

20.3All copyright in custom software we develop for you remains our property unless we agree otherwise in a separate written agreement.

21.1All intellectual property rights in work we create in the course of providing Services remain our property unless otherwise agreed in writing.

21.2Each party must keep the other's Confidential Information confidential and must not disclose it to any third party without the other's written consent, except as required by law.

21.3Confidentiality obligations survive termination of this agreement for a period of 3 years.

22.1To provide the Services, you agree to give us reasonable access to your equipment, premises, and staff as required.

22.2You agree to allow us to install remote monitoring and management software on your devices. This software allows our technicians to view system status, receive alerts, and access devices remotely. Devices may need to remain powered on outside business hours for monitoring to function.

22.3Where we need to liaise with third parties (such as carriers or software vendors) on your behalf, you authorise us to do so and agree to provide any necessary written authority.

23.1During the term of this agreement and for 12 months after it ends, you must not directly solicit or actively recruit any of our employees or contractors who were involved in providing Services to you.

23.2This clause does not prevent you from hiring a person who responds to a genuine public job advertisement that was not targeted at our staff.

This clause protects our investment in our team. It only applies to active headhunting — not to someone who independently applies for a job you have advertised publicly.

23.3If you breach clause 23.1, you agree to pay us a fee equal to 30% of the relevant employee's first-year total remuneration as a genuine pre-estimate of our reasonable recruitment and retraining costs. This is not a penalty.

24.1Neither party is liable for any delay or failure to perform its obligations (other than payment obligations) caused by a Force Majeure Event.

24.2The affected party must notify the other as soon as practicable and use reasonable endeavours to minimise the impact of the Force Majeure Event.

24.3Payment obligations are expressly excluded from force majeure relief. You remain obliged to pay all Fees that have fallen due, regardless of any Force Majeure Event.

Force majeure does not excuse non-payment. If a Force Majeure Event prevents us from delivering Services for an extended period, we will work with you on a fair adjustment to Fees.

25.1All amounts in these Terms and in our Quotes and invoices are in Australian Dollars (AUD).

25.2Where prices are displayed to consumers, they are inclusive of GST in accordance with the single-price rule under section 48 of the ACL.

25.3Where a Quote or invoice is addressed to a business (not a consumer), prices are exclusive of GST unless otherwise stated. GST will be added to the invoice at the applicable rate.

25.4Clarful Investments Pty Ltd (ABN 49 010 073 480) is registered for GST.

26.1We maintain commercial general liability insurance with a general aggregate of at least $1,000,000. We will provide you with a certificate of currency within 30 days of you requesting one.

27.1You may not assign your rights or obligations under this agreement without our prior written consent.

27.2We may assign our rights and obligations to a related body corporate or to a purchaser of our business, provided we give you reasonable written notice.

28.1These Terms, together with any applicable Quote or Plan agreement, constitute the entire agreement between the parties in relation to the supply of Goods and Services and supersede all prior representations, negotiations, and agreements.

28.2Clause 28.1 does not exclude liability for misleading or deceptive conduct under section 18 of the ACL or any other statutory provision that cannot lawfully be excluded.

This clause means we both rely on what is written down — but it does not let either party off the hook for making false statements to get the other to sign.

29.1These Terms are governed by the laws of Queensland, Australia.

29.2Each party submits to the exclusive jurisdiction of the courts of Queensland for any dispute arising under or in connection with these Terms.