General Terms and Conditions

Summary - Please Read

The full Terms follow.

Nature of These Terms

These General Terms and Conditions apply to the supply of ad-hoc, on-demand and break-fix information technology Goods and Services by Pearce Information Technology Services Pty Ltd. Unless You have entered into a separate written Managed Services Agreement with Us, all Goods and Services are provided on an on-demand basis as described in clause 9, and We do not provide ongoing monitoring, management or maintenance of Your systems except as expressly agreed in writing. Where You have entered into a Managed Services Agreement, clause 2.4 explains how these Terms and that Agreement operate together. Please read these Terms carefully. By requesting, ordering, accepting or paying for Goods or Services, You agree to be bound by them.

1. Definitions and Interpretation

In these Conditions, the Rate Schedule, and every Quote, Order, Plan, contract or other arrangement in connection with the supply of Goods or Services by Pearce Information Technology Services Pty Ltd (ABN 39 152 370 655), the following words have the following meanings: "After Hours" means the hours outside Business Hours. "Business Hours" means Monday to Friday 9:00am to 5:00pm, excluding Public Holidays. "Business Day" means a day that is not a Saturday, Sunday or Public Holiday in Victoria. "Carriage Services" has the meaning given in clause 39.1. "Client", "You" or "Your" means a person who seeks or obtains a Quote for, or who orders, Goods or Services from Us, and includes any person who places an Order, any person on whose behalf an Order is placed, and each of their successors and permitted assigns. "Conditions" means these terms and conditions. "Essential Services" has the meaning given in clause 18.1(a). "Genuinely Disputed" means, in respect of an amount, that: (a) You have notified Us in writing, by the later of the due date of the relevant invoice and 14 days after its date of issue (or, where the grounds could not reasonably have been known to You by then, as soon as reasonably practicable after they become known), identifying the invoice, the specific amount disputed, and the grounds of dispute; (b) those grounds, if established, would mean the disputed amount is not payable under these Conditions or the relevant arrangement - for example, that the Goods or Services were not supplied or not ordered, were charged at a rate or in a quantity other than that agreed, were billed more than once, or are the subject of a claim You are entitled to make under the Australian Consumer Law in respect of that supply; and (c) the dispute is raised in good faith and is not spurious, hypothetical or manufactured to delay payment. An amount is not Genuinely Disputed merely because: (d) You consider the agreed price too high, or because the same or similar goods or services are available elsewhere at a lower price; (e) You wish to renegotiate a price You have previously agreed; (f) You are unable, or have decided not, to pay; or (g) You have a claim against Us unrelated to the invoiced supply (which may be pursued separately in accordance with clause 17.11). "Goods" means any goods supplied by Us, including computer hardware and Software, and any goods supplied in connection with any of those things. "GST" has the meaning given in A New Tax System (Goods and Services Tax) Act 1999 (Cth). "Independent Contact Method" has the meaning given in clause 18.1(e). "Insolvency Event" means any of the following in respect of a party: (a) becoming insolvent or unable to pay debts as and when they fall due; (b) the appointment of a receiver, manager, administrator, liquidator or trustee in bankruptcy in respect of that party or any of their assets; (c) entering into any arrangement, composition or compromise with, or assignment for the benefit of, creditors generally; or (d) any resolution being passed, petition being filed or order being made for winding up, dissolution, administration or bankruptcy. "Managed Services Agreement" means a separate written agreement between Us and You for the ongoing management, monitoring, maintenance or support of specified systems or services. "Order" means any order requested by You for Goods or Services in any form. "Plan" means any arrangement between Us and You for Services and/or the provision of Goods on an ongoing basis, as set out in a Plan Schedule or other written arrangement. "Plan Schedule" means the key terms applicable to a particular Plan. "PPSA" means the Personal Property Securities Act 2009 (Cth). "Public Holiday" means any day that is a public holiday throughout Victoria. "Quote" means a quote provided to You by Us. "Rates" means the hourly rates and other charges for Goods and Services set out in the Rate Schedule, a Plan, Plan Schedule, Quote, or these Conditions. "Rate Schedule" means Our schedule of rates, charges and conditions, as updated from time to time in accordance with these Conditions. "Services" means the provision of any services by Us, including Work, advice and recommendations. "Software" includes software and any installation, update, associated software, and any services provided in connection with any of those things. "Suspension Notice" has the meaning given in clause 18.1(b). "Us", "Our" or "We" means Pearce Information Technology Services Pty Ltd (ABN 39 152 370 655) and its successors and assigns. "Work" means anything We may do, provide, customise, produce or acquire in connection with the Services, including testing, troubleshooting, installation and configuration, consulting, scoping, planning, documenting and quoting. 1.2 Interpretation. In these Conditions, unless the contrary intention appears: (a) the singular includes the plural and vice versa; (b) a reference to any gender includes every other gender; (c) a reference to any statute or regulation includes any amendment in force and any substitute statute or regulation; (d) headings and bold text are for convenience only and do not affect interpretation; (e) all references to dollars ($) are to Australian Dollars; (f) a reference to time is to Melbourne, Australia time; (g) a reference to a person includes a corporation, partnership, trust, association or government body; (h) "includes" means "includes without limitation"; and (i) a reference to a clause, schedule or appendix is to a clause, schedule or appendix of these Conditions.

2. Application of These Conditions

2.1 Unless otherwise agreed by Us in writing, these Conditions are incorporated into and apply to (and, subject to clause 2.2, prevail to the extent of any inconsistency over) every Quote, Order, Plan, contract or other arrangement in connection with the supply of Goods or Services by Us to You. 2.2 Where We provide a separate written agreement, Plan Schedule, Statement of Work or Managed Services Agreement for a specific engagement, that document governs the specific commercial terms of that engagement, and these Conditions apply to the extent not inconsistent with it. For clarity, to the extent of any inconsistency, the order of precedence is: (1) a Managed Services Agreement; (2) a Plan Schedule or Statement of Work; (3) a Quote or Order, as to its specific commercial terms (such as price, scope and term); and (4) these Conditions. 2.3 If any provision of these Conditions is unlawful, invalid or unenforceable, that provision may be severed without affecting the validity or enforceability of the remaining provisions. 2.4 Managed Services. Where You engage Us for managed services, monitoring, or ongoing management of systems, those Services are provided under a separate Managed Services Agreement, which applies in addition to these Conditions. To the extent of any inconsistency, the Managed Services Agreement prevails for the Services it covers. In the absence of a Managed Services Agreement, all Services are provided on an ad-hoc / on-demand basis in accordance with clause 9.

3. Australian Consumer Law

3.1 Nothing in these Conditions excludes, restricts or modifies any consumer guarantee, right or remedy conferred on You by the Competition and Consumer Act 2010 (Cth) (including the Australian Consumer Law) or any other applicable law that cannot lawfully be excluded, restricted or modified ("Non-Excludable Rights"). 3.2 To the extent that any liability arising under these Conditions cannot be excluded but can be limited, and where permitted by section 64A of the Australian Consumer Law, Our liability is limited (at Our election) to: (a) in the case of Goods - replacement or repair of the Goods, supply of equivalent Goods, or payment of the cost of any of these; and (b) in the case of Services - resupply of the Services or payment of the cost of resupply. 3.3 Where these Conditions limit or exclude Our liability, those limitations and exclusions apply only to the extent permitted by law and are subject to Your Non-Excludable Rights.

4. Variation of These Conditions

4.1 We may vary these Conditions from time to time in accordance with this clause. 4.2 Non-material variations. For non-material variations - including minor administrative updates, corrections to contact details, and clarifications that do not materially change the substantive rights or obligations of either party - We will publish the varied Conditions on Our website. Publication constitutes notice of the variation, which takes effect from the date of publication. 4.3 Material variations. For material variations - including changes to pricing structures, payment terms, liability provisions, termination rights, or the scope of Services - We will give You no less than 30 days' prior written notice by email before the change takes effect. 4.4 Your right to reject a material variation. If You do not wish to accept a material variation notified under clause 4.3, You may terminate the affected arrangement by written notice to Us before the variation takes effect. In that case, the variation will not apply to You, and You may terminate without incurring any early-termination charge or liability for the unexpired portion of any committed term that would otherwise apply, provided You remain liable for all amounts due for Goods and Services already supplied, and for any non-cancellable third-party commitments made on Your behalf in accordance with clause 17.10. 4.5 If You do not terminate under clause 4.4 before the variation takes effect, Your continued use of Our Goods or Services after that date constitutes acceptance of the varied Conditions. 4.6 Determining materiality. Where there is doubt as to whether a variation is material, or where a variation We have treated as non-material would reasonably be regarded by a Client as materially affecting its rights or obligations, the variation is treated as material, and clause 4.3 and Your rights under clause 4.4 apply. We will not characterise a variation as non-material in order to avoid the notice and termination rights in clauses 4.3 and 4.4.

5. Notices

5.1 Any notice under these Conditions must be in writing and sent to the other party at the email address, postal address, or mobile number last notified by that party for this purpose. You must keep Your nominated contact details current and notify Us of any change. You must provide Us with, and keep current, at least one Independent Contact Method (clause 18.1(e)). 5.2 A notice is deemed received: (a) if delivered by hand - on delivery; (b) if sent by email - at the time the email becomes capable of being retrieved by the recipient at the nominated email address, which (unless the sender receives an automated delivery-failure notification) is presumed to be the time it is sent, whether or not the recipient actually opens or reads it; (c) if sent by SMS - at the time of successful transmission to the nominated mobile number, whether or not the recipient actually opens or reads it; (d) if sent by post - on the second Business Day after posting. 5.3 Where a notice would otherwise be deemed received outside Business Hours, it is deemed received at the start of the next Business Day. 5.4 Each party agrees that notices given in accordance with this clause are validly given, and neither party may dispute the validity of a notice on the basis that it did not actually read or open it, provided the notice was sent to that party's nominated contact details.

6. Assignment, Novation and Change of Control

6.1 You may not assign, novate or otherwise transfer Your rights or obligations under these Conditions, or under any Order, Plan or arrangement, without Our prior written consent, which We will not unreasonably withhold. 6.2 We may assign or novate Our rights and obligations under these Conditions, and under any Order, Plan or arrangement, on written notice to You and without Your consent, to: (a) a person who acquires the whole or substantially the whole of Our business or assets, or a line of business of Ours to which the relevant Services relate (whether by sale, transfer, merger or other reconstruction); or (b) a related body corporate of Ours (as defined in the Corporations Act 2001 (Cth)). On any such assignment or novation: the assignee assumes Our obligations under these Conditions on the same terms; the Services, Rates and pricing applicable to You are unaffected; and Your rights under these Conditions are preserved. Where We novate, We are released from Our obligations to the extent they are assumed by the assignee. 6.3 A change in the ownership or control of Us, including by a transfer or issue of shares, does not constitute an assignment or novation for the purposes of this clause, does not require Your consent or notice, and does not affect these Conditions or any Order, Plan or arrangement. Our counterparty under these Conditions remains Pearce Information Technology Services Pty Ltd (ABN 39 152 370 655) notwithstanding any such change.

7. Governing Law and Jurisdiction

7.1 These Conditions are governed by and construed in accordance with the laws of Victoria, Australia. The parties submit to the exclusive jurisdiction of the courts of Victoria for the resolution of any dispute arising out of or in connection with these Conditions or the supply of Goods or Services. Each party waives any objection to proceedings being brought in those courts on the grounds of inconvenient forum. Nothing in this clause limits Our right to seek urgent interlocutory relief in any court of competent jurisdiction.

8. Dispute Resolution

8.1 If a dispute arises in connection with these Conditions or the supply of Goods or Services, neither party may commence court proceedings (other than to seek urgent interlocutory relief) unless it has first complied with this clause. 8.2 A party claiming a dispute has arisen must give written notice specifying the nature of the dispute. The parties must endeavour in good faith to resolve it through direct negotiation within 14 days of that notice. 8.3 If the dispute is not resolved within 14 days, either party may refer it to mediation administered by the Victorian Small Business Commission or, where the Commission declines the matter or the parties agree, by the Resolution Institute in accordance with its mediation rules. The costs of mediation are shared equally unless otherwise agreed. 8.4 If the dispute is not resolved within 30 days of the mediator's appointment, either party may commence court proceedings in accordance with clause 7. 8.5 Nothing in this clause prevents either party from seeking urgent interlocutory or injunctive relief.

9. Scope and Nature of Engagement

9.1 Scope limited to written agreement. The scope of Goods and Services provided by Us is limited to what is expressly agreed in a Quote, Order, Plan, Plan Schedule, Statement of Work, or written communication accepted by both parties. Nothing in the conduct of either party, including the historical performance of incidental or ad-hoc work, expands the agreed scope of Services or creates additional obligations on Us beyond what is expressly documented and agreed in writing. 9.2 Ad-hoc and break-fix engagements. Unless expressly agreed otherwise in a Plan or Managed Services Agreement, the engagement operates on an ad-hoc, on-demand basis. In such an arrangement: (a) Services are provided in response to Your requests, or as proactive or urgent work in accordance with clause 31; (b) We do not provide monitoring as a warranted or ongoing service, and do not guarantee that We will notice, review or act on any alert, log, report or other data generated by software installed on Your systems (including any remote monitoring and management or security software described in clause 28.2) - where We do notice an issue, clause 31 (Proactive and Urgent Work) governs whether and how We may act and charge; (c) We do not warrant any particular response time, resolution time or availability; (d) any recurring monthly invoicing reflects Our estimate of regular support needs and does not constitute a managed services arrangement or any ongoing obligation beyond what is expressly agreed; and (e) We are not responsible for the management, maintenance or security of any system, platform, software or service not expressly agreed in writing as within Our scope. 9.3 No ongoing obligation from ad-hoc work. The performance of any work on a system or service, whether on a one-off or ad-hoc basis, does not create any ongoing obligation to maintain, monitor, support or secure that system or service. Ongoing obligations arise only from a separate written engagement expressly stating that obligation. 9.4 Business use. Our Goods and Services are supplied for business use. You represent that You acquire them wholly or predominantly for the purposes of a business You carry on, and not for personal, domestic or household use. Nothing in this clause limits any rights You have under the Australian Consumer Law.

10. Solvency Warranties

10.1 Solvency warranty. You represent and warrant, at the date of entering into each Quote, Order, Plan or arrangement with Us, that: (a) You are solvent and able to pay Your debts as and when they fall due; (b) no Insolvency Event has occurred or is subsisting in respect of You; and (c) where the arrangement includes a committed term, You have reasonable grounds to believe You will remain able to meet Your ongoing financial obligations under it. 10.2 Notification obligation. You must notify Us as soon as reasonably practicable, and in any event within five (5) Business Days, if at any time: (a) the warranty in clause 10.1(a) ceases to be true; or (b) an Insolvency Event occurs or is subsisting in respect of You.

11. Commitment Term and Renewal

11.1 The minimum term for which You acquire a Service is outlined in Our Quote or Plan Schedule, beginning from the first day of the month following the date of signing or approving the Quote, unless otherwise agreed. 11.2 What happens at the end of a committed term. On expiry of a committed term:

(a) the Service continues on a month-to-month basis at the then-current Rates, and either party may terminate it in accordance with clause 12.2; unless

(b) the Service depends on an underlying third-party supplier commitment that itself renews for a fixed term (clause 11.4) and We have given You the renewal notice required by clause 11.3, in which case the Service renews for a further committed term matching the renewed supplier commitment.

11.3 Renewal notice. Where a Service would renew for a further committed term under clause 11.2(b), We will give You written notice by email no less than 30 days before the renewal date, stating the length of the renewal term, any change to the Rates that will apply from renewal (clause 16.6(a)), and Your right to decline the renewal. If We do not give that notice, the Service continues month-to-month under clause 11.2(a) instead of renewing for a further committed term. 11.4 Services dependent on committed third-party terms. Where a Service requires Us to enter into a fixed-term or non-cancellable commitment with a third-party supplier (for example, an annual subscription for remote monitoring, endpoint security, backup, or similar tooling), We will inform You, before that commitment is entered into on Your behalf, of the minimum term and the nature of the commitment. By accepting that Service, Your minimum term for it is not less than the term of the underlying third-party commitment. 11.5 Early termination of a committed-term Service. Where You terminate such a Service, or it is terminated for Your default, before the end of the committed term, clause 17.10 applies, and You remain liable for the actual, unavoidable costs We are obligated to pay under the underlying third-party commitment for its unexpired term, less any amount We recover or reasonably avoid through mitigation under clause 17.10(d). 11.6 No effect where there is no committed third-party term. Clauses 11.4 and 11.5 have no effect in respect of a Service that does not depend on a committed term with a third-party supplier.

12. Termination

12.1 Termination by You for Our default. You may terminate the affected arrangement on written notice if We materially breach these Conditions and fail to remedy the breach within 30 days of receipt of written notice. 12.2 Termination by either party. Either party may terminate an arrangement that is not subject to a committed term on 30 days' written notice. Where a committed term applies, termination during that term is governed by clauses 4.4, 11.4-11.6, 12.3 and 12.4. 12.3 Termination for non-payment. We may terminate immediately by written notice if You fail to pay any amount due (other than an amount that is Genuinely Disputed, provided all undisputed amounts have been paid) within 30 days of its due date and such failure is not remedied within 14 days of written notice from Us. 12.4 Persistent late payment. Where You have failed to pay invoices by their due date on three (3) or more occasions in any rolling 12-month period (each by more than 14 days), We may, on written notice, require pre-payment, reduced payment terms, or reasonable security as a condition of continued supply. Where, following such notice, You continue to fail to pay invoices by their due date, We may terminate the affected arrangement on 30 days' written notice. 12.5 Termination for Insolvency Event. We may terminate the affected arrangement immediately by written notice upon the occurrence of an Insolvency Event in respect of You. Our rights under this clause, and any other right under these Conditions arising by reason of an Insolvency Event or Your financial position, are exercisable only to the extent they are not stayed or rendered unenforceable by law, including any stay on the enforcement of ipso facto rights under the Corporations Act 2001 (Cth). Nothing in this clause limits Our rights arising on any other ground, including non-payment. 12.6 Consequences of Insolvency Event termination. Upon termination under clause 12.5: (a) all outstanding amounts owed to Us become immediately due and payable; (b) We may suspend or terminate all Services, including third-party services arranged on Your behalf, subject to clauses 18 and 35; and (c) We will take all reasonable steps to mitigate ongoing costs, including seeking cancellation of supplier commitments, and where We are unable to do so, clause 17.10 applies. 12.7 Transition on termination. On termination for any reason, clause 18 (Offboarding) applies. 12.8 Termination by Us for Your default. We may terminate the affected arrangement on written notice if You materially breach these Conditions (other than a payment default, which is governed by clauses 12.3 and 12.4) and, where the breach is capable of remedy, fail to remedy it within 30 days of receipt of written notice. Where the breach is not capable of remedy, or is a breach of clause 45 of the kind described in clause 45.4, We may terminate immediately by written notice.

13. Quotes

13.1 A Quote is valid for the period specified in it, or where none is specified, for 7 days from issue. A Quote is an invitation to place an Order and does not of itself create a binding contract. 13.2 We may vary or withdraw a Quote at any time before it has been accepted and converted to an Order, including where Goods or Services become unavailable or where supplier costs increase after the date of the Quote. 13.3 Once a Quote has been accepted and converted to an Order, any Fixed Price in that Quote, and the quoted price of Goods, is binding on both parties, subject to clauses 13.4, 13.7 and 25. A Fixed Price applies to the scope of work described in the Quote; work outside that scope proceeds only as a variation agreed in writing, and in the absence of agreement is charged as an Estimate under clause 13.7. 13.4 Where products in a Quote are subject to price or supply fluctuations outside Our control, We may update the price or substitute products of equal or superior quality, subject to Your approval. You will not pay a higher price than that quoted for substituted Goods of equivalent specification without Your approval. 13.5 Estimated delivery dates are estimates provided by suppliers and are not guaranteed. Freight charges will be added to the Order unless otherwise stated. 13.6 We do not hold inventory and order items upon receipt of a completed Order. Where You cancel an Order or return an item, a restocking or Return/Cancellation fee may apply, subject to supplier acceptance of the return and to Your rights under the Australian Consumer Law. 13.7 Fixed Price Quotes and Estimates. A Quote, or part of a Quote, is a "Fixed Price" only where it expressly says so. Amounts for Services that are not expressed as a Fixed Price are estimates given in good faith ("Estimates"). An Estimate is not binding as a total price: the actual charge is calculated on a time-and-materials basis at the applicable Rates, and clause 21.2 applies to work approaching or exceeding the estimated time.

14. Orders

14.1 You may place an Order by completing an Order form, or by approving a Quote in writing or electronically (including by email or through a web-based system). You should provide Your full legal name or business name, any applicable ABN or ACN, Your address, and any relevant Quote number. An Order is not invalid merely because it omits any of these details, or is approved using an abbreviated name or signature, where We can reasonably identify the Order and the person approving it; clauses 14.3 and 14.4 apply. 14.2 Electronic approval. Approval given by email, through a web-based ordering system, or by any other electronic means has the same legal effect as a handwritten signature, in accordance with the Electronic Transactions Act 1999 (Cth) and applicable state and territory equivalents. Where an Order is approved electronically, it is treated as approved by the person whose name appears as the sender or submitter. 14.3 Reliance on apparent validity. Absent actual knowledge to the contrary, We may rely on the apparent validity of an Order. A person approving an Order warrants they are authorised to do so on behalf of the Client. 14.4 Acceptance by Us. An Order has no effect unless and until accepted by Us. We are not obliged to accept any Order and may decline at Our discretion. An Order is accepted when We confirm acceptance in writing, commence work, or accept payment, whichever occurs first. 14.5 Payment in advance and deposits. Unless We agree otherwise in writing, We may require payment in advance, a deposit, or payment of Our hardware and third-party costs upfront, as a condition of accepting an Order - particularly for hardware, special-order Goods, or Orders from new customers. We are not obliged to extend credit or payment terms. Where Goods are supplied before full payment, title is retained by Us in accordance with clause 19.3. 14.6 Credit checks. We may conduct credit reference checks on prospective customers before extending credit or payment terms. Where We require a credit check, We will notify You and obtain Your separate written consent at that time. Your consent is voluntary and will not affect Your right to engage Our Services on a pre-payment basis. 14.7 Cancellation. You may not cancel an Order unless We agree in writing. You acknowledge We may be unable to cancel an Order once a supplier has dispatched the Goods. 14.8 How these Terms are accepted. You accept these Terms by any of the following, each of which has the same effect: (a) signing an engagement, order or services agreement (whether by hand or by electronic signature); (b) approving a Quote or order electronically, including by email or through a web-based system; (c) instructing Us to proceed with, or accepting the benefit of, Goods or Services after these Terms (or a Quote or invoice referring to them) have been made available to You; or (d) paying an invoice for Goods or Services. We do not require a particular signing method or platform, and may change the tools We use for this purpose from time to time. 14.9 Onerous terms drawn to your attention. We specifically draw Your attention to the terms that may significantly affect Your rights, including Our right to suspend Essential Services for non-payment (clause 18), the deemed acceptance of invoices not disputed in time (clause 17.12), Our right to disclose payment defaults and refer overdue debts to collection (clause 17.14), the limitation of Our liability (clause 26), the conditions on Your licence to use Deliverables (clause 36.2), the indemnities You give Us (clauses 26.9, 33.2 and 36.1), and the limitations on emergency call services (clause 39). The Summary at the front of these Terms highlights these points. By accepting these Terms, You acknowledge that these terms have been brought to Your attention. 14.10 Course of dealing. Where You request or accept Goods or Services from Us on more than one occasion on the basis of these Terms (including where a Quote or invoice refers to them), these Terms apply to each such engagement and to Our ongoing dealings, whether or not separately signed on each occasion. 14.11 Managed services. Where We provide managed services or the ongoing management of systems, We will additionally require a signed Managed Services Agreement before those services commence.

15. Services and Plans

15.1 We offer the Services and Plans referred to in Our Rate Schedule and any Plan Schedule. We may, acting reasonably, change, add to, or withdraw Services or Plans from Our general offering from time to time. 15.2 Where a change to, or withdrawal of, a Service would materially affect a Service We are currently providing to You under an existing arrangement, We will give You reasonable prior written notice (and, where the change is material, no less than 30 days' notice), and clause 4 applies. Where a Service is withdrawn and We are unable to provide a reasonable equivalent, You may terminate the affected arrangement without penalty for the unexpired portion of any committed term, subject to payment for Services already provided and any non-cancellable third-party commitments under clause 17.10. 15.3 We will provide a copy of the current Rate Schedule on request. Plan Schedules are tailored for particular Plans and are available to Clients participating in the relevant Plan.

16. Pricing and Rates

16.1 Rates exclude GST. All Rates and amounts quoted are exclusive of GST and any other applicable taxes or government charges unless otherwise stated in writing. 16.2 Payment at Rates. You must pay for Goods and Services at the Rates set out in any applicable Plan and the current Rate Schedule. 16.3 Time increments. Where a charge is calculated in increments of time, We charge the applicable Rate for the whole increment even if work is done during only part of it. The minimum chargeable period and increment size are as set out in the Rate Schedule or as otherwise agreed in writing. 16.4 Call-out fees and expenses. Call-out fees may apply in addition to the Rates depending on where Services are provided. You must pay reasonable out-of-pocket expenses incurred by Us in providing Services (such as travel, accommodation, tolls and parking). Where practicable, We will obtain Your prior approval before incurring significant expenses. 16.5 Rate variation. We may vary any Rate or the Rate Schedule from time to time, acting reasonably. Where practicable, We will give You reasonable notice of rate variations. Variations to Rates for ongoing arrangements are subject to the annual escalation provisions in clause 16.6(b). 16.6 Rate changes for ongoing arrangements.

(a) Committed terms - price fixed. Where a Service is provided for a committed term under clause 11, the Rates for that Service are fixed for that committed term and will not increase during it. Any increase takes effect only from a renewal of the term and must be stated in the renewal notice given under clause 11.3.

(b) Month-to-month arrangements - annual review. For ongoing Services not under a committed term, Our Rates may be reviewed annually on the anniversary of commencement. Any increase arising from such review will: (i) not exceed the greater of the percentage change in the Consumer Price Index (All Groups, Melbourne) for the preceding 12 months plus five percent (5%), or ten percent (10%), in any 12-month period; and (ii) be notified to You in writing by email no less than 30 days before taking effect. If You do not wish to continue at the varied Rates, You may terminate the affected arrangement under clause 12.2.

16.7 Supplier cost increases. For Services not under a committed term, nothing in clause 16.6 limits Our right to pass on increases in underlying supplier costs, with reasonable written notice. Where such an increase exceeds the cap in clause 16.6(b), it will be handled as a variation under clause 4 (including Your right to reject a material variation). Supplier cost increases are not passed on during a committed term. 16.8 Pre-paid blocks of Service. Where You purchase pre-paid blocks of Service, payment must be made in advance. Pre-paid Services are calculated in accordance with the minimum periods and increments in the Rate Schedule and are provided during the applicable period. Unused pre-paid Services do not roll over to a subsequent period and are not refundable, subject to Your rights under the Australian Consumer Law. 16.9 Payment in advance. Recurring Services are billed and payable in advance. Unless otherwise agreed in writing, a minimum of one (1) month is payable in advance, and We may decline to provide, or to continue providing, a Service for any period for which payment in advance has not been received. 16.10 Committed-term services. Where a Service is provided on a committed term under clause 11, You may pay for that term monthly in advance over the term, or in full in advance. Where We offer a price discount for committing to a term, that discount is conditional on payment for the full term in advance. Amounts paid in advance are applied to the Services provided during the relevant period; unused pre-paid amounts are dealt with under clause 16.8 and Your non-excludable rights under the Australian Consumer Law. 16.11 GST. Unless expressly stated otherwise, all Rates and amounts payable under these Conditions are exclusive of GST. Where We make a taxable supply to You under or in connection with these Conditions, You must pay Us, in addition to the amount otherwise payable for the supply, an amount equal to the GST payable on it, at the same time as that amount is payable. We will issue You with a valid tax invoice. Words used in this clause have the meanings given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth). 16.12 Treatment of amounts paid in advance on termination.

(a) Where We terminate an arrangement other than for Your breach or an Insolvency Event (including under clause 12.2 or clause 23.3), or withdraw a Service under clause 15.2, We will refund the unused portion of amounts paid in advance for the affected Service, calculated pro-rata to the unexpired period.

(b) Where an arrangement is terminated for Your breach or an Insolvency Event (including under clauses 12.3, 12.5 or 12.8), amounts paid in advance are first applied against all amounts owing by You, including amounts payable under clause 17.10, and any remaining surplus will be refunded to You.

(c) This clause operates subject to clause 16.8 (unused pre-paid blocks where You elect not to use them) and to Your rights under the Australian Consumer Law.

17. Payment, Late Payment and Default

17.1 Payment terms. All invoices are due and payable within the terms stated on the invoice (unless otherwise agreed in writing), by the methods set out in the invoice. 17.2 Interest on overdue amounts. If payment of any amount due is not made on time, We may charge interest on the overdue amount, calculated daily from the due date until paid, at the rate for the time being fixed under section 2 of the Penalty Interest Rates Act 1983 (Vic). Interest does not accrue on an amount that is Genuinely Disputed unless the dispute is resolved in Our favour, in which case interest applies from the original due date. 17.3 Recovery costs. Reasonable legal and other costs and expenses incurred in connection with the recovery of overdue amounts may be added to the amount due and are recoverable from You. 17.4 Acceleration on material default. If You materially default in payment, then on written notice: (a) all amounts owing for Goods and Services already supplied; and (b) all amounts payable under clause 17.10, become immediately due and payable, whether or not otherwise due at a later date. Collectively, all amounts owing are referred to as a "Sum Due". No other future charges are accelerated by this clause. 17.5 Application of payments. Payments are applied first to recovery costs, then to interest, then to outstanding debts from oldest to most recent. 17.6 Security. Where the total Sum Due exceeds $5,000, We may require You to provide reasonable security as a condition of continued supply, which may include a deposit, a director's guarantee, or a charge over specified property, as We reasonably require, in a form We reasonably require and at Your cost. This clause does not apply to routine invoice amounts below that threshold. 17.7 Payment arrangements. Where a repayment arrangement is made and a repayment is not made on time, We may, on written notice, suspend or discontinue supply in accordance with clause 18. 17.8 Power of attorney (PPSA only). You irrevocably appoint Us as Your attorney solely and strictly for the purpose of signing financing statements, financing change statements and other documents, and taking actions strictly necessary to register, maintain, perfect and enforce any security interest held by Us under the PPSA in connection with Goods supplied by Us. This power does not extend to any other purpose, including general debt recovery, and may be exercised only to give effect to clause 19. 17.9 Other remedies. We may exercise any of Our rights and remedies, including legal action for recovery, notwithstanding any other right exercised under these Conditions. 17.10 Recovery of non-cancellable supplier costs. (a) Some Goods or Services We arrange for You require Us to enter into fixed-term or non-cancellable commitments with third-party suppliers (for example, software licences, security subscriptions, or hosting). Where a Service requires such a commitment, We will inform You of the minimum term and the nature of the commitment before We enter into it on Your behalf.

(b) Where You terminate an arrangement early, experience an Insolvency Event, or otherwise cause Us to be unable to recover costs under a supplier commitment made on Your behalf, You remain liable for the actual, unavoidable costs We are obligated to pay under that commitment for its unexpired term, less any amount We recover or reasonably avoid through mitigation under clause 17.10(d).

(c) We will provide You with a written statement setting out the relevant supplier commitment, the unavoidable costs claimed, and the steps taken to mitigate them. Such costs are payable within 14 days of that written statement.

(d) We will take all reasonable steps to mitigate these costs, including seeking early termination, reassignment, novation or resale of the supplier commitment where available. You are only liable for costs We are genuinely unable to avoid.

(e) We will not claim any amount under this clause that exceeds the actual costs We remain liable to pay. This clause is intended to recover Our genuine unavoidable loss and not to impose any penalty.

17.11 Set-off. You must pay all amounts due under these Conditions without set-off, counterclaim or deduction, except for: (a) any amount We have agreed in writing may be set off; (b) the portion of an invoice that is Genuinely Disputed, provided the undisputed balance is paid by its due date; and (c) any deduction required by law. Nothing in this clause prevents You from separately pursuing any claim You may have against Us, and nothing in it limits Your rights under the Australian Consumer Law. 17.12 Invoice disputes and finality. You must review each invoice promptly. An invoice that is not Genuinely Disputed by the later of its due date and 14 days after its date of issue is taken to be accepted as correct, except: (a) where the grounds of dispute could not reasonably have been known to You by then; (b) in the case of fraud or manifest error; or (c) to the extent of any right You have under the Australian Consumer Law that cannot be excluded. Payment of an invoice, a promise to pay it, or a request for further Goods or Services after receiving it without raising a dispute, is evidence of Your acceptance of that invoice. 17.13 Further work while amounts overdue. While any amount other than a Genuinely Disputed amount remains overdue, We may, on written notice: (a) decline to accept further Orders; and (b) pause work in progress other than Essential Services (which are governed by clause 18), without liability for the consequences of the pause, and the time for Our performance is extended accordingly. This clause is subject to clause 3 (Australian Consumer Law). 17.14 Disclosure of payment defaults and referral to collection. Where an amount that is not Genuinely Disputed remains unpaid more than 60 days after its due date, and We have given You written notice of Our intention to do so, We may: (a) disclose information about the default (including Your identity and the amount and age of the debt) to Our debt collection agents and insurers, and to a commercial credit reporting bureau - whether directly, where We are a member of that bureau, or through a debt collection agent or other member acting on Our behalf; and (b) place the overdue debt with, or assign it to, a debt collection agency, notwithstanding clause 6.2. Where You or a guarantor are an individual, default information will be disclosed only in accordance with the Privacy Act 1988 (Cth), including Part IIIA and the applicable credit reporting code, whether disclosed by Us or by an agent on Our behalf. We will promptly notify the bureau if a listed default is paid or is later found to be Genuinely Disputed. 17.15 Payment security - account details. We will not notify a change to Our bank account details by email alone. Before paying an invoice, You should verify Our account details against a previous legitimate payment, or by telephoning Us on the number published in Appendix A (not a number contained in the email or invoice being verified). Payment is not made until funds are received in Our account, and We are not responsible for amounts paid to an account that is not Ours as a result of fraudulent payment-redirection instructions that did not originate from Us, provided We have complied with this clause. Each party will notify the other promptly if it suspects invoice or payment-redirection fraud.

18. Suspension, Reinstatement and Offboarding

18.1 Suspension of Essential Services for non-payment.

(a) Essential Services. "Essential Services" means any Service whose interruption would significantly affect Your business operations, including hosted Microsoft 365 and email services, hosted communications and telephony services, hosting, and any third-party subscription We fund or provision on Your behalf.

(b) Notice of intended suspension. We may issue a Suspension Notice only where the overdue amount (excluding any amount that is Genuinely Disputed) exceeds the greater of $500 (excluding GST) and one month's recurring charges for the affected Essential Service. Where such an amount is overdue and We intend to suspend an Essential Service, We will give You written notice (the "Suspension Notice") stating the overdue amount, that the Essential Service will be suspended if payment is not received, and the period after which suspension will take effect, being not less than fourteen (14) days from the date of the Suspension Notice.

(c) Suspension. If the overdue amount is not paid within the period stated in the Suspension Notice, We may suspend the Essential Service. We will give You written notice that suspension has taken effect.

(d) Cessation. Following suspension, if the overdue amount remains unpaid, We may cease, or cease to fund, the Essential Service, and (where applicable) cancel or decline to renew any related third-party subscription, on not less than seven (7) days' further written notice.

(e) Independent Contact Method. Because suspension of an Essential Service may prevent You from receiving communications through that Service, You must maintain and keep current at least one Independent Contact Method (a contact method that does not depend on any Service We provide or manage, such as a personal email address or mobile number). We may give any notice under this clause 18 to Your Independent Contact Method, and a notice so given is validly given whether or not You actually receive it.

(f) Third-party subscriptions and data loss. Where an Essential Service depends on a third-party subscription (for example, Microsoft 365), suspension of Your access under this clause does not, of itself, cancel the subscription or delete Your data. However, cancellation or non-renewal of the underlying subscription - which We may carry out at cessation under clause 18.1(d), or where otherwise required - is subject to the third-party provider's own terms, cancellation windows and data-retention and deletion policies, which are outside Our control. You acknowledge that such cancellation or non-renewal may result in Your data being made inaccessible and permanently deleted by the provider, in some cases within a short period (which may be as little as seven (7) days) of cancellation. You are responsible for retrieving or exporting Your data, and for assuming the relevant subscription if You wish to retain it, within the time We notify.

(g) Restoration. Where You pay all overdue amounts and any reinstatement fee payable under clause 18.2 in cleared funds, We will restore a suspended Essential Service within a reasonable time during Business Hours after the payment has been received in cleared funds, reconciled against the relevant invoice(s), and notified to Us under clause 18.1(i). Restoration is subject to the Service and Your data remaining available from the relevant third-party provider at that time. You acknowledge that the appearance of a payment in Our bank account is not, of itself, confirmation of payment for this purpose, and that We do not warrant that restoration can be completed outside Business Hours or immediately upon payment.

(h) No liability for compliant suspension. Subject to clause 3 (Australian Consumer Law), We are not liable for any loss of data or service, or other loss, arising from a suspension, cessation, cancellation or non-renewal carried out in accordance with this clause following non-payment, where We have complied with the notice periods set out in it.

(i) Payment to restore - timing and notice. Where a suspended Essential Service depends on a third-party subscription that is subject to a deletion or cancellation deadline, You acknowledge that restoration requires sufficient time for Us to act during Business Hours before that deadline. If You wish to restore the Service, You must (1) pay all overdue amounts in cleared funds, and (2) notify Us at accounts@pearceit.com.au that payment has been made and restoration is required - in each case with enough time for Us to confirm the payment and action restoration during Business Hours before the provider's deadline. We are not liable for any data or service that the third-party provider makes inaccessible or deletes where payment was not made and notified with sufficient time for restoration to be completed before that deadline, or where restoration could not reasonably be completed in time for any reason outside Our reasonable control. This clause is subject to clause 3 (Australian Consumer Law).

(j) Immediate suspension on insolvency. Notwithstanding clause 18.1(b), where We reasonably believe, on the basis of objective evidence, that an Insolvency Event has occurred or is imminent in respect of You, We may suspend an Essential Service immediately, without the notice period in clause 18.1(b). Objective evidence for this purpose includes an ASIC notice, the appointment of a receiver, manager, administrator or liquidator, a credit-default listing, or a written or verbal statement from one of Your directors (or from a manager or officer with apparent authority to speak for You on financial matters) that You are unable to pay Your debts as and when they fall due. A statement by a person without such authority, or a temporary inability to pay a particular invoice, does not of itself constitute such evidence. This operates in addition to Our rights under clause 12.5 and is subject to clause 3 (Australian Consumer Law). Our rights under this paragraph are exercisable only to the extent they are not stayed or rendered unenforceable by law, including under the Corporations Act 2001 (Cth).

(k) Disputed amounts. We will not suspend an Essential Service in respect of an amount that is Genuinely Disputed, provided You have paid all undisputed amounts by their due date. A dispute under this paragraph is dealt with under clause 8, and clause 17.2 governs interest on the disputed amount.

(l) Proportionality. We will act reasonably and proportionately in exercising Our rights under this clause 18.1, having regard to the amount overdue and the likely impact of suspension on Your business.

18.2 Reinstatement.

(a) Where We have suspended a service for non-payment and reinstatement requires Us to perform work to restore it, We may charge a reasonable reinstatement fee, charged on a time-and-materials basis at Our prevailing Rates. The reinstatement fee covers the work reasonably required to reactivate the suspended service and restore access to its state immediately prior to suspension.

(b) We will not charge any fee for the act of suspending a service. A reinstatement fee applies only to the work reasonably required to restore a suspended service.

(c) Where no work is reasonably required to restore a suspended service, no reinstatement fee will apply.

(d) All outstanding amounts and any applicable reinstatement fee must be paid in full before the suspended service is reinstated.

(e) Scope of reinstatement. Reinstatement covers reactivation of the suspended service only. It does not include, and We may charge separately at Our prevailing Rates for, any further work arising after reactivation, including troubleshooting or resolving faults, errors, data synchronisation issues, device or user issues, or any other matters that exist or arise following reactivation, whether or not related to the suspension. We do not warrant that services or systems will function without issue following reinstatement, and any such further work is chargeable support.

18.3 Offboarding and transition assistance.

(a) On termination of any arrangement for any reason, We will, at Your request, provide reasonable assistance to transition Your services to You or another provider, including providing Your data and reasonable handover information.

(b) Transition and offboarding work - including data export, migration support, domain and account transfers, handover documentation, the removal or uninstallation of Our managed software and agents (such as remote monitoring and management (RMM) and endpoint detection and response (EDR) agents) from Your devices, and establishing administrative access for a new provider You nominate - will be charged on a time-and-materials basis at Our prevailing Rates. Where the work is likely to be significant, We may require payment, or a reasonable deposit, in advance before commencing offboarding work, and will provide You with an estimate of the likely time involved.

(c) We will release Your data and provide reasonable handover information upon payment of all undisputed outstanding amounts and any offboarding fee payable under clause 18.3(b). We will not unreasonably withhold Your data, and nothing in this clause entitles Us to retain Your personal information or business data as security for payment beyond the recovery of genuine offboarding costs and undisputed outstanding amounts.

(d) Where We have suspended services for non-payment, We are not obliged to resume providing ongoing Services beyond what is reasonably necessary to enable an orderly transition, and may elect to terminate the arrangement and assist only with offboarding.

(e) Where You do not engage Us to perform offboarding work, or do not pay any offboarding fee payable in advance, We will nonetheless make Your data available to You (or a provider nominated by You) in a reasonable format and for a reasonable period to enable retrieval, on payment of any undisputed outstanding amounts. We are not obliged to continue hosting or maintaining Your data or services indefinitely, and may cease hosting after giving You reasonable written notice and a reasonable opportunity to retrieve Your data.

(f) Independently of whether You engage Us for transition and offboarding work under clause 18.3(b), We will deprovision, disable or remove Our administrative access and Our remote access and management tooling from Your systems and accounts within a reasonable period of termination (and, for remote access software, within the period stated in clause 28.2), in accordance with clauses 28.2 and 42.7 and subject to clause 18.3(g).

(g) Where We hold Global Administrator, Domain Administrator or other privileged administrative access to Your Microsoft 365 tenant, on-premises Active Directory domain, or any other platform or environment, and You do not already hold Your own independent administrative credential for it (whether a standing administrator account or an emergency access account of the kind described in clause 42.3(b)), We will, before completing the removal described in clause 18.3(f) and in any event within thirty (30) days of termination, and notwithstanding clause 18.4, create one such credential and provide it directly to You by a reasonably secure method, at no charge. This step does not depend on You engaging Us for transition and offboarding work under clause 18.3(b), or on Your payment status; providing the credential does not waive or reduce any amount You owe Us. We will provide the credential only to a person We have verified is authorised to receive it on Your behalf - such as a director or a contact You have previously nominated to Us in writing. Verification will be conducted using an independent method (for example, a telephone or video call to contact details We already hold on file for You, or in person - and not solely through the channel in which the handover was requested or arranged), and We will confirm the verification and the handover in writing. Where the platform supports it, the credential will be secured with multi-factor authentication on a method only You control. If, after reasonable attempts, We cannot verify an authorised recipient or You do not accept the credential, We may give You fourteen (14) days' written notice and then complete the removal under clause 18.3(f); We will keep a record under clause 42.9 and will provide reasonable assistance to re-establish access afterwards, chargeable at Our prevailing Rates.

18.4 Third-party subscription handover. Where We provide or manage a third-party subscription (such as Microsoft 365) on Your behalf and Our engagement ends or services are suspended for non-payment, We will, on payment of undisputed outstanding amounts, take reasonable steps to enable transfer of the subscription and associated data to You or a provider nominated by You. You acknowledge that such subscriptions are subject to the third-party provider's own data retention and deletion policies, and that failure to assume responsibility for the subscription within the time We notify may result in the third-party provider suspending or permanently deleting the data, which is outside Our control. We will give You reasonable written notice and opportunity to assume the subscription or retrieve Your data before any such lapse.

19. Delivery, Title, Risk and PPSA

19.1 Delivery. We will use reasonable endeavours to dispatch Goods by the due date but are not liable for delay or non-delivery caused by circumstances beyond Our reasonable control, including supplier or carrier failures. 19.2 Risk. Risk in Goods passes to You on delivery to Your nominated address. You must ensure Goods are adequately insured from delivery. 19.3 Retention of title. Until We receive full payment in cleared funds for all amounts owing by You: (a) title to and property in Goods supplied (other than Software, which is licensed and not sold, and is governed by its licence terms and clause 36.2) remains vested in Us; (b) You must hold those Goods as fiduciary bailee and agent for Us and must not sell them; (c) You must keep those Goods separate and maintain their labelling and packaging; and (d) where You sell the Goods in breach of these Conditions, You must hold the proceeds on trust for Us in a separate account. 19.4 Access to recover Goods. Where amounts remain unpaid and We retain title to Goods under clause 19.3, We may, on giving You reasonable prior written notice, enter the premises of the original purchaser at a reasonable time to inspect, take possession of and remove those Goods, and You authorise such entry for that purpose. This right applies only to premises of the original purchaser and only to the extent permitted by law (including the PPSA), and does not extend to premises of any third party to whom the Goods have been transferred. Where You do not provide access following such notice, or where the Goods are held by a third party, We will not exercise any right of forced or unannounced entry, and Our remedy is to recover the Goods or their value through Our rights under the PPSA or by proceedings against You. You indemnify Us against costs and damages arising from lawful entry and repossession under this clause; this indemnity does not extend to loss arising from Our unlawful conduct or negligence. 19.5 Personal Property Securities Act. (a) These Conditions constitute a security agreement for the purposes of the PPSA and create a security interest in all Goods supplied by Us to You as security for payment of all amounts owing.

(b) You agree to do anything We reasonably require to ensure Our security interest is a perfected security interest under the PPSA, including signing documents and providing information to enable PPSR registration.

(c) You waive Your right to receive a verification statement in relation to any PPSR registration in favour of Us.

(d) To the extent permitted by law, You waive Your rights under sections 95, 118, 121(4), 125, 130, 132(3)(d), 132(4), 135, 142 and 143 of the PPSA.

(e) Both parties agree not to disclose information of the kind referred to in section 275(1) of the PPSA. PPSA-defined terms have the same meanings as in the PPSA.

20. Returns and Claims

20.1 Goods are supplied subject to the returns and claims policies of the relevant manufacturer or supplier. Subject to clause 3, We are not liable for any failure by a manufacturer or supplier to honour its returns, claims or warranty obligations. Nothing in this clause limits any remedy You may have against Us under the Australian Consumer Law. 20.2 Customised Goods, special-order Goods, Goods obtained from overseas or from suppliers no longer trading, and Goods not readily returnable, may not be returned or cancelled. This clause is subject to clause 3 and does not limit any remedy You may have for Goods that fail to comply with a consumer guarantee. 20.3 Duty to inspect. You must inspect Goods immediately on delivery and give written notice within 7 days of any matter for which You wish to return Goods or make a claim. Nothing in this clause limits any rights You may have under the Australian Consumer Law in respect of Goods that are faulty, not of acceptable quality, not fit for disclosed purpose, or not matching their description or sample. 20.4 Where You are entitled to return Goods, You must return them in original condition and unopened, except where, on opening, the Goods are revealed to be different from their description or faulty. This clause is subject to clause 3.

21. Computer Utility, Functionality and Fitness for Purpose

21.1 Nature of the Services. You acknowledge that the Services may involve trial and error, and may involve tests, troubleshooting, advice and recommendations that prove incorrect or inappropriate, particularly when attempting to resolve a problem. We will make all reasonable endeavours to provide appropriate tests, troubleshooting, sound advice and good recommendations. Your indemnity to Us in respect of third-party claims is set out in clause 26.9. 21.2 Reasonable assistance limits. We are only obliged to provide reasonable assistance in the circumstances, acting reasonably. Where work is quoted as a Fixed Price, the Fixed Price applies to the scope described in the Quote, and work beyond that scope proceeds only as a variation agreed under clause 13.3. Where work is performed under an Estimate, work exceeding the estimated time is chargeable at Our prevailing Rates; We will use reasonable endeavours to notify You when work is approaching the estimated time and to provide a revised estimate before materially exceeding it. Where no Estimate has been provided, We will use reasonable endeavours to advise You when work is approaching the limits of what is reasonable in the circumstances. 21.3 Suitability and fitness for purpose. You acknowledge that We have no control over many factors affecting the suitability, function or fitness for purpose of Goods (including compatibility within Your environment and the conduct of third-party suppliers), and that Goods may not meet Your expectations or be fit for all purposes sought. Accordingly, You accept responsibility for: (a) decisions whether to follow Our recommendations; (b) decisions whether to purchase or customise Goods or obtain Services for any purpose; and (c) obtaining independent advice where appropriate. This clause is subject to Your rights under the Australian Consumer Law.

22. Warranties - Goods and Hardware

22.1 Manufacturer's warranty. Goods are covered by the warranties provided by their manufacturer. You may also deal directly with the manufacturer for claims under those warranties, and this is often the fastest path to a remedy. Subject to clause 3, We are not liable for the manufacturer's performance of, or failure to honour, its warranty obligations. Nothing in this clause limits any remedy You may have against Us under the Australian Consumer Law, including the consumer guarantees that apply to Us as the supplier of the Goods. 22.2 Manufacturer service levels. Where Goods are supplied with a manufacturer's service level, support contract or warranty response commitment, You acknowledge that: (a) such service levels are commitments of the manufacturer or its authorised service provider, not Us; (b) they are subject to the manufacturer's own terms, including parts availability, geographic logistics and technician availability; (c) "next business day" and similar designations are target response timeframes, not guarantees of resolution; (d) factors including parts sourced interstate or overseas may extend resolution times; and (e) We are not liable for delay in manufacturer warranty service or for losses arising from hardware unavailability during a warranty service period. 22.3 Critical hardware - declined recommendations. Where We have identified and communicated to You in writing a specific risk of hardware failure or a recommendation for redundancy measures, and You have declined to implement them, You accept responsibility for the consequences of hardware failure, pursuant to clause 32. Our liability for consequences arising from the hardware failure is excluded to the extent those consequences would have been avoided or mitigated had Our written recommendation been implemented. Where no written recommendation has been made regarding a specific risk, this clause imposes no obligation on Us to have identified or communicated it, and Our liability is governed by clause 26. For declined security recommendations, see clause 35.8. 22.4 Installation and environmental conditions. Where We install, configure or deploy hardware: (a) Our installation work is covered by the general exclusions in clause 26; (b) We are not liable for hardware failure arising from environmental conditions at Your premises (including power quality, surges, temperature, humidity, inadequate infrastructure, fire, flood, storm, water ingress, theft, vandalism or vermin); and (c) You are responsible for ensuring the physical environment meets the manufacturer's operating requirements and for maintaining adequate insurance against physical loss or damage.

23. Force Majeure

23.1 Neither party will be liable for any delay or failure to perform its obligations (other than an obligation to pay money already due) to the extent caused by an event beyond that party's reasonable control (a "Force Majeure Event"), including failures by third parties to supply goods, services or transport, utility or network failures, fire, flood, earthquake, storm, natural disaster, epidemic or pandemic, strikes or labour disputes, war, terrorism, riot or civil commotion, action of government or public authority, and the events described in clause 38.9. 23.2 The affected party will notify the other as soon as reasonably practicable and use reasonable endeavours to mitigate the effect of the Force Majeure Event. 23.3 Where a Force Majeure Event prevents Us from supplying Goods or Services, We may suspend or cancel the affected Order or Service by written notice, without liability. Where a Force Majeure Event continues for more than 30 days, either party may terminate the affected arrangement on written notice, in which case You remain liable only for Goods and Services already provided and any non-cancellable third-party commitments under clause 17.10.

24. Product Specifications

24.1 We may supply Goods subject to minor variations in dimensions and specifications where these are changed by the manufacturer after the Order date and before delivery. 24.2 If We cannot supply the Goods ordered, We may offer alternative Goods of equal or superior quality, subject to Your approval (which You must not unreasonably withhold), and You will not pay a higher price than that quoted for substituted Goods of equivalent specification without Your approval.

25. Errors and Omissions

25.1 We make every effort to ensure prices and descriptions in Quotes and Orders are correct. In the case of a genuine clerical or typographical error or obvious pricing mistake (including an error arising from a system fault or data entry mistake), We may rescind the affected contract by written notice within 24 hours of the Order being placed or accepted. Our liability in that event is limited to the return of any money paid in respect of the affected Order. This right applies only to manifest errors and does not apply to changes in Our commercial judgment or to prices We have deliberately set and confirmed.

26. Liability and Indemnities

26.1 Exclusion of implied terms. Except as expressly set out in these Conditions and so far as permitted by law, any term, condition or warranty implied by statute, common law, trade usage or custom in respect of the Goods or Services is excluded. This clause is subject to clause 3 (Australian Consumer Law). 26.2 Data and backups. You are solely responsible for backing up Your programs and data. To the maximum extent permitted by law, We are not liable for any loss of, or damage to, programs or data arising directly or indirectly from the supply of Goods or Services, except to the extent arising from Our negligence or breach and subject to clause 3. 26.3 Excluded categories of loss. To the maximum extent permitted by law, We are not liable for: (a) loss of revenue, profit, business, goodwill, anticipated savings or business opportunity, or wasted management or staff time, in each case whether direct or indirect; or (b) any indirect or consequential loss; however caused, arising in connection with the Goods, Services, any Work or these Conditions. This clause is subject to clause 3, clause 26.2 and clause 26.8. 26.4 General limitation. Subject to clause 3, clause 26.8 and the other provisions of this clause 26, and except as expressly stated in these Conditions: (a) Our liability for loss or damage suffered or incurred by You in connection with the Goods, Services, any Work, these Conditions or Your use of Our website, however arising (including in negligence), is limited to Your direct loss and is subject to the cap in clause 26.5; and (b) We are not liable to the extent that loss or damage arises from inaccurate, incomplete or incorrect information provided by You, from Your acts or omissions, or from matters for which responsibility is allocated to You under these Conditions. 26.5 Aggregate liability cap. Notwithstanding any other provision and to the maximum extent permitted by law, Our total aggregate liability to You arising out of or in connection with these Conditions, any Order, Plan, Quote, or the supply of Goods or Services (whether in contract, tort including negligence, statute or otherwise) is limited to the greater of: (a) the total Service Fees paid by You to Us for the specific Services giving rise to the claim;

(b) the total Service Fees paid by You to Us in the 12 months immediately preceding the event giving rise to the claim; or

(c) ten thousand dollars ($10,000).

This cap applies regardless of the number of claims or the basis of liability. Nothing in this clause limits any rights You may have under the Australian Consumer Law that cannot be excluded by agreement. 26.6 Meaning of Service Fees. For the purposes of clause 26.5, "Service Fees" means fees paid by You to Us for Services performed by Us (being Our labour, support, project and consulting charges), and excludes amounts paid to Us that represent third-party subscriptions, licences, hardware, or other goods or services procured or resold by Us on Your behalf (including Microsoft 365 licences, security software subscriptions such as endpoint detection and response, and cloud platform fees). 26.7 Indemnity carve-out. Each indemnity given by You under these Conditions applies only to the extent the relevant loss arises from Your conduct, breach, data, instructions or materials, and does not apply to the extent the loss arises from Our negligence, fraud, wilful misconduct or breach of these Conditions. Each such indemnity is subject to clause 3. 26.8 Exceptions. Nothing in these Conditions excludes or limits Our liability for: (a) death or personal injury caused by Our negligence; (b) fraud or fraudulent misrepresentation; (c) Our wilful misconduct; or (d) any liability that cannot lawfully be excluded or limited. Clauses 26.3, 26.4 and 26.5 do not apply to liability under this clause. 26.9 Your indemnity. You will indemnify Us against claims, demands, losses, costs and expenses brought by any third party arising from or in connection with: (a) Your instructions, data, materials or conduct in relation to the Services; (b) Your breach of these Conditions; or (c) the infringement of any third-party intellectual property rights arising from materials provided by You. This indemnity does not apply to the extent the relevant loss arises from Our negligence, fraud, wilful misconduct or breach of these Conditions, and is subject to clause 3 and clause 26.7.

27. Service Requests

27.1 To enable Us to provide the agreed Services, You agree to lodge service requests in accordance with the process in Appendix A. 27.2 Where You lodge a service request through a method other than those specified in Appendix A, We may at Our discretion attend to it, and these Conditions apply to any work performed. We may not action non-compliant requests as quickly as those lodged through the approved process, and We accept no liability for delays arising from non-compliant lodgement. Work performed in response to a non-compliant request is charged at Our prevailing Rates.

28. Access, Remote Access and Systems

28.1 To enable Us to provide the agreed Services, You agree to give Us reasonable access to Your equipment, people and sites as and when reasonably required. 28.2 Remote access software.

(a) You agree to allow Us to install software on Your equipment that allows Our technicians to access Your systems for the purpose of providing Services. Such software may allow Us to view system statuses, send monitoring information, see users' desktops, and exercise full administrative control over Your devices - including unattended, script-based control (for example, via PowerShell) that does not require a user to be present or aware that it is occurring - and includes any remote monitoring and management (RMM) agent, endpoint detection and response (EDR) or security agent, and any other software that allows Us to access, monitor or control Your systems remotely.

(b) Remote access software will be used solely for the purpose of providing Services to You. You are responsible for notifying Your personnel of, and obtaining any consents required by law for, the access, monitoring and control described in this clause.

(c) You acknowledge that some such software (in particular EDR and security agents) includes anti-tamper protection and cannot simply be uninstalled from a device without being released from the management console (for example, by disabling that protection or using a removal passphrase).

(d) Within a reasonable period following termination of Our engagement (and in any event within 30 days), or earlier on Your written request, We will disable Our ability to access, monitor or control Your systems through remote access software, whether or not it has been uninstalled from Your devices. Where a device is not made available or accessible to Us within that period, We will disconnect or delete Our record of it from Our systems, such that We retain no further ability to access, monitor or control it, even though the software may remain installed on the device.

(e) Before finally disconnecting or deleting such software from Our systems, We will export and securely retain any removal passphrase or equivalent release available to Us (where the software provides one). We will retain it for at least 12 months following termination - after which We may securely destroy it - and will provide it to You at no charge on a written request verified in the manner described in clause 18.3(g). Providing a release does not waive or reduce any amount You owe Us.

(f) Removal or uninstallation of remote access software from Your devices - including removal initiated from Our management console - and any written confirmation or certification of removal, form part of the transition and offboarding work described in clause 18.3(b), which We are not obliged to perform unless You engage and pay Us for it in accordance with that clause.

(g) We will not retain access after termination except where required to complete outstanding work or by law.

28.3 After-hours maintenance. You acknowledge that certain maintenance activities - including the installation of operating system updates, security patches, and updates to common third-party applications - are typically performed outside Business Hours to minimise disruption. Where such activities form part of the agreed Services, You agree to leave relevant devices powered on and connected as reasonably required to enable these activities to occur, and acknowledge that devices may be restarted as part of this process. We will use reasonable endeavours to schedule maintenance to minimise disruption to Your operations. 28.4 Site safety. You must provide a safe working environment and safe access for Our personnel attending Your premises, consistent with Your duties under applicable work health and safety laws.

29. Third Party Authorisations

29.1 Where We need to deal with Your third-party providers on Your behalf, some providers may require Your authorisation. It is Your responsibility to ensure We can deal with these providers. 29.2 Where We are unable to deliver Services due to Your failure to arrange necessary third-party authorisations in a timely manner, any resulting delay is not a breach of Our obligations, and You remain liable for Our fees for time spent attempting to obtain access or awaiting Your arrangements. We will notify You if a third-party authorisation issue is causing or is likely to cause a delay.

30. Subcontracting

30.1 We may subcontract any or all of the Services to qualified third parties, and remain responsible for the Services under these Conditions. Subcontractors are subject to confidentiality obligations equivalent to those in clause 36. Our liability for work performed by subcontractors is subject to the same limitations, exclusions and caps that apply to Our own work, including the aggregate cap in clause 26.5. Engaging subcontractors does not expand Our liability beyond what it would be had We performed the work directly.

31. Proactive and Urgent Work

31.1 Where We identify work We consider necessary or beneficial to Your systems: (a) if the work is not urgent, We will notify You by email or phone, including an estimate of time and cost, and will proceed only once You have approved it (a verbal approval will be confirmed by Us in writing); and (b) where We reasonably consider work urgent and necessary to prevent imminent harm, data loss, security breach or significant business disruption, We may proceed without prior approval, will limit the work to what is reasonably necessary to address the urgent risk, and will notify You as soon as practicable. You agree to pay for work performed under this clause at Our prevailing Rates. Nothing in this clause obliges Us to proactively identify or perform work unless separately agreed. 31.2 Automated and AI-assisted remediation. Where the Services We provide to You include automated or AI-assisted monitoring and remediation (whether under a Plan, a Managed Services Agreement, or as otherwise agreed and configured), You acknowledge and agree that such tools may automatically detect and remediate certain pre-defined, low-risk conditions without a separate request from You and without prior notice on each occasion. Such conditions are limited to routine maintenance and remediation actions, including the application of operating system and third-party software updates and patches, the restarting of services, applications or devices, the clearing or resetting of known error states, and similar actions of equivalent risk. You authorise Us, and any automated tooling We operate for this purpose, to perform such actions, which operate as an extension of the maintenance activities described in clause 28.3. Because these actions are automated and may occur in real time, prior notice on each occasion is not practicable, and clause 31.1 does not apply to them. 31.3 Scope, records and limits. Any action falling outside the pre-defined low-risk categories described in clause 31.2 - including work that is non-routine, carries material risk, or would make significant or irreversible changes to Your systems or data - is not performed automatically and follows the process in clause 31.1. We will use reasonable care in defining the categories of action that may be performed automatically, and will maintain a record of automated remediation actions taken on Your systems, which We will make available to You on reasonable request. Nothing in this clause obliges Us to provide automated or AI-assisted remediation unless it is expressly agreed and configured as part of Your Services. Our liability in connection with automated remediation is governed by clause 26, and this clause is subject to clause 3 (Australian Consumer Law).

32. Refusal of Recommendations

32.1 Where We provide You with a written recommendation regarding a security measure, software update, hardware upgrade, configuration change or other work, and You elect not to proceed: (a) You should notify Us of Your decision in writing within 14 days of receiving the recommendation; (b) You accept responsibility for any loss, damage, security incident, data breach or business disruption arising from the decision not to implement that recommendation, to the extent the loss would have been avoided or mitigated had the recommendation been implemented; and (c) You will provide Us, on request, with a signed written acknowledgement confirming You were made aware of the recommendation and the potential risks of not implementing it. 32.2 Our provision of a recommendation does not oblige Us to implement it without a separate Order. Nothing in this clause obliges Us to make any particular recommendation or to identify any particular risk. 32.3 This clause is subject to clause 3 (Australian Consumer Law) and does not limit any other indemnity, limitation or exclusion in these Conditions.

33. Software

33.1 Software licences are Your responsibility. You must store all licences for Software used so they can be reproduced when required, including Software installed by Us. 33.2 You indemnify Us against any claim, loss, damage or expense arising directly or indirectly from: (a) any unauthorised Software use by You; (b) any breach of a Software licence in respect of Software You provided to Us to install; (c) Us installing Software at Your direction where You are not authorised to use it; and (d) any defect or malfunction in Software that You supplied to Us, or that You directed Us to obtain or install from a source of Your choosing. This indemnity is subject to clause 26.7 and clause 3. 33.3 All copyright in custom software remains Our property unless otherwise agreed in a separate software agreement (see clause 36.2).

34. Non-Solicitation of Personnel

34.1 You acknowledge that Our employees and contractors are a valuable asset, that recruiting, training and developing skilled personnel involves significant cost and time, and that We have a legitimate interest in protecting Our workforce from solicitation. 34.2 During the term of any engagement with Us, and for 12 months after it ends, You must not, without Our prior written consent, directly or indirectly solicit, induce or attempt to induce any employee or contractor of Ours (with whom You had material contact in connection with the Services) to leave their engagement with Us or to enter into an employment, contracting or consulting arrangement with You or any associated entity. 34.3 This clause does not prevent general recruitment advertising not specifically directed at Our personnel, or the engagement of any person who responds to such general advertising of their own initiative. 34.4 Remedies. If You breach clause 34.2, We may apply for injunctive relief to restrain the breach or threatened breach, and may recover damages for the loss We actually suffer as a result. This clause does not impose, and We are not entitled to, any fixed or pre-agreed sum payable on breach.

35. Privacy, Personal Information and Data

35.1 Compliance. We will handle personal information in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles (APPs), and Our Privacy Policy (available at https://pearceit.com.au/privacy). 35.2 Collection and purpose. We collect personal information for the fulfilment of Quotes, Orders, and the provision of Goods and Services ("Authorised Purposes"). We collect personal information directly from You wherever practicable, by lawful and fair means. We will only use personal information for the Authorised Purposes, a directly related purpose You would reasonably expect, or as otherwise permitted or required by law. We will not use Your personal information for an unrelated purpose without Your consent, except as permitted under the APPs. 35.3 Use and disclosure. We may disclose personal information to third-party service providers who assist Us in delivering Services (for example, cloud, email, security, backup, payment and logistics providers), who are permitted to use the information only to provide their service to Us; and to others where required or authorised by law, or with Your consent. We take reasonable steps to ensure these third parties are bound by appropriate confidentiality and privacy obligations. 35.4 Regulatory context and overseas disclosure. (a) Your regulatory environment. You are responsible for identifying and informing Us of any specific legal, regulatory, industry or professional obligations that apply to Your handling of data (including any sector-specific requirements, such as those applying to health, financial, legal or other regulated information). Where We provide Services to You as a specialist in Your industry, or where We are expressly engaged to design or implement systems to meet identified regulatory requirements, We will apply reasonable skill and care to account for the requirements You have made known to Us, or that We would reasonably be expected to know in providing those specialist Services. You remain responsible for Your own ultimate compliance with the laws applicable to Your business.

(b) Overseas disclosure. The provision of Services may involve the storage or processing of personal information by third-party providers that may store or process data outside Australia. Where We arrange such services on Your behalf, that data is handled subject to those providers' terms and locations. Where We are aware that data is subject to specific requirements You have made known to Us, We will take reasonable steps to select and configure services consistent with those requirements. You are responsible for Your own compliance with Australian Privacy Principle 8 and any other obligations in relation to personal information You control.

35.5 Data handling and security. We will implement and maintain reasonable technical and organisational measures to protect Your personal information and business data against unauthorised access, disclosure, alteration, loss or destruction, commensurate with the sensitivity of the data and the risks involved. 35.6 Notifiable data breaches. Where We become aware of a data breach likely to result in serious harm (an eligible data breach under the Privacy Act 1988 (Cth) or applicable state legislation), We will: (a) notify You as soon as reasonably practicable; (b) provide sufficient information for You to assess the impact and comply with Your own notification obligations; (c) where required, notify the Office of the Australian Information Commissioner (OAIC); and (d) cooperate with You in any investigation and response. Where a breach relates to data We handle on behalf of a client, We will notify and cooperate with that client. 35.7 Allocation of data responsibilities. The allocation of responsibility for data security and compliance depends on the nature of Our engagement: (a) Your responsibilities. As the owner and controller of Your data, You are responsible for: (i) Your ultimate compliance with the privacy and data laws applicable to Your business; (ii) informing Us of any specific regulatory or industry obligations applicable to Your data; (iii) notifying Us promptly if You become aware of any suspected unauthorised access to or disclosure of data on Your systems; and (iv) the conduct of Your own staff and authorised users.

(b) Our responsibilities. Where We are expressly engaged to manage, configure or secure a system on an ongoing basis, We are responsible for performing that work with reasonable skill and care, and for configuring and maintaining those systems in accordance with good industry practice and any regulatory requirements You have made known to Us or that We would reasonably be expected to apply in providing those Services.

(c) Limits of Our responsibility. We are not responsible for: (i) data breaches arising from vulnerabilities in third-party systems, hardware or software that We are not contractually engaged to manage or secure on an ongoing basis; (ii) systems, configurations or decisions outside the scope of Our engagement; or (iii) the consequences of Your failure to implement Our written recommendations (clause 32).

(d) Ad-hoc and incidental work. The performance of any ad-hoc, one-off or incidental work on a system does not create any ongoing obligation to manage, monitor, maintain or secure that system. Ongoing responsibility arises only where We are expressly engaged for it in writing.

35.8 Security recommendations and incidents. (a) Declined recommendations. Where We recommend a security measure, control, configuration or update in writing (including multi-factor authentication, security settings, patching or similar) and You decline or delay implementing it, clause 32 applies, and You accept responsibility for any security incident, breach or loss arising to the extent it would have been avoided or mitigated had Our recommendation been implemented.

(b) Pending implementation. Where You have agreed to a security recommendation but it has not yet been implemented, We are not liable for any security incident, breach or loss occurring before implementation is complete, provided We are proceeding to implement within a reasonable or agreed timeframe. You acknowledge that security measures take time to implement and that risk exists until implementation is complete.

(c) Despite implementation. You acknowledge that no security measure can guarantee protection against all threats, that the threat landscape evolves continuously, and that a security incident may occur despite the proper implementation of recommended and agreed measures. To the maximum extent permitted by law, We are not liable for a security incident, breach or loss occurring despite Our implementation of agreed security measures, except to the extent it arises from Our negligence or breach. Configuration implemented by Us reflects best practice and vendor recommendations at the time of implementation; We do not warrant that such configuration remains optimal as vendor recommendations, standards and the threat landscape evolve, and ongoing security management is a separate Service requiring separate written agreement.

(d) This clause is subject to clause 3 (Australian Consumer Law) and clause 26 (Liability).

35.9 Managed systems. Where We are expressly contracted in writing to manage or maintain a specific system or service on an ongoing basis and a security incident or data breach occurs in relation to that system, Our liability is limited to direct losses only, subject to clause 26.5. We are not liable for incidents arising from: (a) vulnerabilities in underlying third-party platforms beyond Our reasonable control; (b) actions taken by Your staff or authorised users; (c) events occurring despite Our implementation of agreed security measures; or (d) Your failure to implement Our written security recommendations. 35.10 Data retention. We will retain Your personal information and business data only for as long as necessary to fulfil the purposes for which it was collected, or as required by law. Upon termination, We will, at Your written request, return or securely destroy Your data within 30 days, subject to any legal retention obligations and to clause 18. 35.11 Logs and diagnostic data. You acknowledge that the provision, maintenance, troubleshooting and securing of IT systems necessarily involves Us collecting, accessing, retaining and analysing system, event, application, security and diagnostic logs and similar technical data from Your systems and the systems We administer on Your behalf. Such logs are primarily technical in nature but may incidentally contain personal information, including usernames, email addresses, IP addresses, device identifiers and access timestamps. We collect and process such logs only for the purpose of delivering, maintaining, troubleshooting, securing and improving the Services, and We treat this processing as incidental to technical service delivery rather than as a primary data-handling activity. We do not use information contained in logs for any unrelated purpose. Where We use automated or AI-assisted tools to analyse logs or diagnostic data, We do so in accordance with clause 40 and Our Privacy Policy. This clause is subject to clause 3 (Australian Consumer Law) and Our obligations under the Privacy Act 1988 (Cth).

36. Intellectual Property and Confidentiality

36.1 IP warranty. You warrant that any confidential or copyright information or intellectual property provided by You to Us either belongs to You or that You are duly authorised to provide it for the purposes of the Services. In the event of breach of this warranty, You will pay all sums due to Us as if the warranty had not been breached, and You indemnify Us against any claim, loss, cost or expense in connection with such breach. This indemnity is subject to clause 26.7 and clause 3. 36.2 Intellectual property - ownership and licences.

(a) Our Tools. All intellectual property rights in Our pre-existing materials, and in anything We create that is of general application beyond Your engagement - including Our scripts, code libraries, automations, tooling, monitoring configurations, templates, processes, methodologies and know-how ("Our Tools") - are and remain Our exclusive property. We grant You a non-exclusive, non-transferable licence to use Our Tools only as deployed in Your environment, only for the duration of the relevant engagement, and only as needed to receive the Services. On termination or completion of offboarding, that licence ends and We may remove or disable Our Tools in accordance with clauses 18.3(f) and 28.2. In removing or disabling Our Tools, We will not intentionally render Your systems inoperable, and We will not remove or delete Your data (Your data is dealt with under clauses 18.3 and 35.10).

(b) Deliverables. All intellectual property rights in Work created specifically for You under an engagement - including configurations, documentation and workflows built for Your environment ("Deliverables") - vest in Us on creation. Effective on Our receipt of payment in full for the relevant Work, We grant You a non-exclusive, non-transferable, perpetual, royalty-free licence to use the Deliverables for Your internal business purposes. That licence: (i) permits the Deliverables to be used and operated on Your behalf by Your employees, contractors and any service provider You engage; and (ii) does not permit You to sell, sublicense, distribute, commercialise or otherwise provide the Deliverables to any third party for that third party's own use.

(c) Assignment by agreement. Where the parties expressly agree in writing at the time of commissioning that ownership of specific commissioned Work will transfer to You, ownership of that Work passes to You upon receipt of payment in full. We retain the right to use the general know-how, techniques and non-client-specific elements employed in creating it.

(d) No payment, no licence. No licence under clause 36.2(b) or (c) takes effect, and We may suspend any licence already granted, in respect of Work for which payment in full has not been received by its due date, other than an amount that is Genuinely Disputed (provided all undisputed amounts have been paid by their due date). A suspension of a licence already granted takes effect no earlier than fourteen (14) days after We give You written notice identifying the unpaid Work and the amount outstanding, and the licence revives automatically on payment in full in cleared funds. Use of Deliverables while no licence is in effect infringes Our intellectual property rights.

(e) Your materials. All intellectual property rights in materials You provide to Us remain Yours. You grant Us a licence to use them as needed to provide the Services.

36.3 Our confidential information. You acknowledge that all information, consulting techniques, proposals, methodologies and documents disclosed by Us, or which come to Your attention during the course of business, constitute valuable and confidential proprietary information of Ours. You will take all commercially reasonable steps to protect such information and will not disclose, copy, sell, transfer, assign or distribute any part of it without Our prior written consent, except where required by law. 36.4 Your confidential information. We acknowledge that in providing Services We may learn non-public personal and confidential information relating to You, including Your customers, consumers or employees. We will regard all such information as confidential and will not disclose it to any third party without Your prior written consent, except where required by law, court order or Lawful Direction (clause 37), or to Our employees, contractors, insurers and legal advisers on a need-to-know basis where they are subject to equivalent confidentiality obligations. 36.5 Survival. The confidentiality obligations in clauses 36.3 and 36.4 survive termination or expiry for a period of five (5) years. However, obligations in respect of personal information continue for as long as required under the Privacy Act 1988 (Cth) and applicable law. 36.6 Exceptions. The obligations in clauses 36.3 and 36.4 do not apply to information that: (a) is or becomes publicly available other than through a breach of these Conditions; (b) was lawfully known to the receiving party, free of any obligation of confidence, before disclosure; (c) is independently developed by the receiving party without use of the other party's information; or (d) is required to be disclosed by law, court order or Lawful Direction, provided the receiving party gives the other party prompt notice where lawfully able to do so.

37. Law Enforcement and Lawful Directions

37.1 Where We receive a valid warrant, court order, subpoena or other lawful direction from a law enforcement agency, regulatory authority or court requiring Us to provide access to, or information about, Your systems, data or account (a "Lawful Direction"): (a) We will comply to the extent required by law;

(b) We will notify You as soon as We are legally permitted to do so, noting that some Lawful Directions carry secrecy obligations that may prevent Us from notifying You at any time;

(c) We are not liable for any consequences arising from Our compliance with a Lawful Direction;

(d) We are under no obligation to challenge, resist or seek to set aside any Lawful Direction on Your behalf; and

(e) We will not voluntarily disclose Your data to law enforcement or regulatory authorities without a Lawful Direction, except where We have reasonable grounds to believe disclosure is necessary to prevent imminent harm to persons.

38. Third Party Services and Cloud Platforms

38.1 This clause applies to all Services provided through, or in connection with, third-party vendors, cloud platforms, hosting providers, software publishers, telecommunications carriers, hardware manufacturers or any other third party (each a "Third Party Provider"). Where We act as Your agent, reseller or intermediary for a Third Party Provider's service, We are not that service provider and are not responsible for that provider's performance, availability, security or conduct. 38.2 Where We arrange, resell, provision or procure a service from a Third Party Provider on Your behalf: (a) that provider's own terms of service, end user licence agreement, acceptable use policy and any applicable service level agreement govern that service; (b) We do not warrant or accept liability for that provider's performance, uptime, security, data handling, accuracy or fitness for purpose; (c) Our obligation is limited to arranging Your access and using reasonable endeavours to assist You if the service fails; and (d) any compensation for service failure must be pursued with the Third Party Provider directly under their own terms. 38.3 Unless We have provided You with a separate written service level agreement signed by both parties, We make no representation as to the availability, uptime, response time or performance of any Third Party Provider's service. Our provision of any service does not carry any implied service level agreement, guarantee of continuity, or guarantee of performance. 38.4 Software licensing. Where We arrange software licensing on Your behalf (including cloud productivity platforms, endpoint security software, backup software, or communications platform licences): (a) We are providing licensing access only unless a separate written agreement expressly states that active monitoring, management, configuration review or incident response is included; (b) the provision of a software licence does not include active monitoring of alerts, management of the platform, review or update of configuration, or response to security events, unless separately agreed in writing; (c) software configuration implemented at initial deployment reflects best practice and vendor recommendations at that time - We make no warranty that it remains current as recommendations, standards, threats and capabilities evolve, and ongoing configuration management is a separate Service requiring separate written agreement; and (d) You are responsible for understanding the features, limitations and alert systems of all software licensed to You through Us. 38.5 Backup services. Where We arrange or implement backup services on Your behalf: (a) automated backup software operates according to the schedule and configuration established at implementation, and We do not guarantee that every backup job will succeed; (b) data recovery from a backup is not guaranteed without a tested restore process, which is a separate Service available on request; and (c) offsite or cloud backup replication depends on the availability of the replication destination, and We are not liable for replication failures caused by provider outages or network failures. 38.6 Hosting. Where We provide website, application, VoIP or other hosting on third-party infrastructure: (a) availability depends on the hosting provider's infrastructure and network, outside Our control; (b) events including denial-of-service attacks, BGP routing incidents, power failures, hardware failures and provider maintenance may cause interruption; (c) We do not guarantee any particular uptime unless a specific service level agreement is separately agreed in writing and separately priced; (d) where a hosting provider offers a service credit under their terms, We will pass on any applicable credit received; and (e) You acknowledge that website, email and phone systems may be affected simultaneously where they share common infrastructure, representing a single point of failure risk You have accepted. 38.7 Hardware warranty obligations are those of the manufacturer (clause 22). We are not liable for hardware failure, malfunction, incompatibility or degraded performance beyond the remedies available under the manufacturer's warranty. 38.8 Third Party Providers may at any time change their products, features, pricing, licensing models or terms, or discontinue services, without notice to Us. Such changes do not constitute a breach of Our obligations. Where a change materially affects Our ability to deliver a service, We will notify You as soon as reasonably practicable. Additional costs arising from vendor changes will be passed on to You with reasonable notice (and, where they exceed the escalation cap in clause 16.6(b), handled as a variation under clause 4). 38.9 For the purposes of clause 23 (Force Majeure), circumstances beyond Our reasonable control expressly include denial-of-service attacks on infrastructure providers, BGP hijacking or routing attacks, third-party network outages, cloud provider region failures, and any other event affecting Third Party Provider infrastructure. 38.10 To the maximum extent permitted by law, We make no representation or warranty as to the availability, continuity or uptime of any Service or Third Party Provider service. We strongly recommend You maintain adequate business continuity arrangements. We are not liable for losses during any period of service unavailability regardless of cause, including loss of revenue, business, productivity or data. This clause is subject to clause 3, clause 26.8 and any statute that cannot be excluded or limited. 38.11 We will advise You on redundancy options for critical services on request. You acknowledge that where multiple services share common third-party infrastructure, a single event may affect multiple services simultaneously, and You accept responsibility for determining whether the level of redundancy in Your environment is adequate for Your business needs.

39. Telephony and Carriage Services

39.1 Application. This clause applies where We provide telephony-related Services, including hosted PBX infrastructure (such as 3CX), telephony software licensing, configuration of telephony systems, and - where We expressly provide them - SIP trunks, call services, number supply or other carriage services ("Carriage Services"). In the event of inconsistency with the remainder of these Terms, this clause prevails in respect of telephony Services. 39.2 What we provide. Unless We expressly agree in writing to provide Carriage Services, Our telephony Services are limited to the hosting, licensing and configuration of Your telephony system. The calls, lines, SIP trunks and connection to the public telephone network are Carriage Services provided by a third-party carriage service provider, not by Us. Clause 38 (Third Party Services) applies to those Carriage Services, and the third-party provider is responsible for the carriage of calls, including the carriage of emergency calls and the provision of location information. 39.3 Dependencies and interruptions. You acknowledge that telephony Services depend on Your internet connection, power supply, and the underlying carriage and network infrastructure, and that internet outages, power failures, provider outages and similar events may interrupt them. We are not liable for interruptions caused by factors outside Our reasonable control. 39.4 IMPORTANT - Emergency calls (Triple Zero / 000). You acknowledge and accept that: (a) telephony services delivered over the internet may not reliably support calls to emergency service numbers (000, 112 or 106) in all circumstances;

(b) an emergency call may fail if Your internet connection or power is unavailable;

(c) the location automatically provided to the emergency operator may be incorrect, particularly if equipment is used at a location other than its registered address;

(d) where a third party provides the Carriage Services, the ability to make emergency calls, and the registration of Your location, are the responsibility of that third-party provider; and

(e) You must ensure that an alternative means of contacting emergency services (such as a mobile telephone or fixed line) is available at Your premises at all times.

By accepting these Terms and using telephony Services, You confirm You understand and accept these limitations. 39.5 Where we provide Carriage Services. Where We expressly agree in writing to provide Carriage Services, We will comply with the obligations applicable to a carriage service provider, including those relating to emergency call services. To that extent, the provisions of this clause that allocate carriage and emergency-call responsibility to a third party (including clauses 39.2 and 39.4(d)) will no longer apply. Until We expressly provide Carriage Services in writing, this clause 39.5 has no effect. 39.6 Number porting. Where applicable, number porting is subject to the policies and timelines of carriers, which are outside Our control. We do not warrant any porting timeframe and are not liable for delays caused by carrier processes.

40. Artificial Intelligence Services

40.1 This clause applies where We provide AI consulting, implementation, training, integration or advisory services to You ("AI Services"), and where We use artificial intelligence or machine-learning tools internally as part of delivering any of the Services to You. In the event of inconsistency with the remainder of these Terms, this clause prevails in respect of AI Services and Our use of AI tools. 40.2 You acknowledge that AI tools and platforms may produce outputs that are inaccurate, incomplete, misleading, biased or otherwise unsuitable for Your particular purpose. AI outputs must be reviewed and validated by a suitably qualified person before being relied upon for any significant decision. We make no warranty as to the accuracy, completeness, fitness for purpose or reliability of any AI-generated output, and You accept responsibility for any decision made in reliance upon such outputs. 40.3 Third-party AI tools in AI Services. Where AI Services We provide to You involve the use of third-party AI tools or platforms, We will notify You in advance of which tools will be used and the nature of the data to be processed, and We will not submit Your confidential, personal, business or professionally privileged information to a third-party AI platform as part of those AI Services without Your prior written consent. You acknowledge that data submitted to third-party AI platforms is subject to those platforms' own terms of service and privacy policies. This clause does not apply to Our internal use of AI tools in delivering the Services, which is governed by clauses 40.5 and 40.6. 40.4 It is Your responsibility to ensure Your use of AI tools and platforms complies with all applicable laws, regulations, standards or codes of practice applicable to Your industry or business. 40.5 Our use of AI tools in delivering the Services. You acknowledge that We may use artificial intelligence and machine-learning tools as part of delivering, supporting and improving the Services - for example, to assist with diagnostics, analysis of logs and system data, troubleshooting, research, and the drafting of documents and communications. Where We do so, such tools are a means by which We perform the Services, and the use of an AI tool does not reduce or alter Our obligations to You under these Conditions. We remain responsible for the Services We deliver, and AI-assisted output is reviewed by a suitably qualified person before being relied upon or provided to You. 40.6 Data processed through AI tools. Where Our use of AI tools under clause 40.5 involves the processing of Your data (which may include personal information incidentally contained in logs, diagnostic files or materials, as described in clause 35.11), that processing is subject to the third-party provider's terms as contemplated by clause 38, and to Our Privacy Policy. We take reasonable steps to select AI platforms and configure their settings consistently with Our confidentiality and privacy obligations, including taking reasonable steps to ensure that Your confidential or personal information is not used to train a provider's models, or is processed only under terms that prohibit such use. By accepting these Terms, You consent to Our internal use of AI tools on this basis. Nothing in this clause limits the allocation of responsibility for third-party services in clause 38 or the liability provisions in clause 26, and this clause is subject to clause 3 (Australian Consumer Law).

41. Client Equipment Held by Us

41.1 Application. This clause applies where We hold, store or house equipment owned by You at Our premises or at a location We control, including network-attached storage (NAS) devices, backup appliances, or other hardware held for the purpose of offsite data storage, backup replication, or business continuity ("Client Equipment"). 41.2 Ownership and purpose. Client Equipment remains Your property at all times. We hold it solely to provide the agreed storage, backup-replication or continuity function. Holding Client Equipment does not transfer ownership to Us, and does not make Us responsible for the data stored on it except to the extent We are separately and expressly engaged in writing to manage, monitor or verify that data or those backups. 41.3 Limitation of Our responsibility. We will take reasonable care of Client Equipment while it is in Our possession. However, to the maximum extent permitted by law, and subject to clause 3 (Australian Consumer Law):

(a) We are not liable for any loss of, damage to, or failure of Client Equipment, or for any loss of or damage to the data stored on it, except to the extent directly caused by Our negligence or wilful misconduct;

(b) We are not liable for loss, damage or failure arising from causes outside Our direct control, including power surges or failures, fire, flood, storm, water ingress, theft, vandalism, pest or vermin damage, hardware fault or component failure of the device itself, software or firmware fault, or failure of the device's own storage media;

(c) We do not warrant that the Client Equipment will function correctly, that any backup or replication to or from it will complete successfully, or that data stored on it will be complete, accurate or recoverable, unless We are separately and expressly engaged in writing to monitor and verify those backups; and

(d) We are not acting as an insurer of the Client Equipment or its data, and the storage of Client Equipment by Us is not a substitute for Your own insurance or Your own backup verification.

41.4 Your responsibilities. You are responsible for: (a) maintaining Your own insurance covering the Client Equipment and the data stored on it against loss or damage; (b) ensuring You retain your own independent copy or backup of any critical data, such that the Client Equipment held by Us is not your sole copy of that data; and (c) the configuration, suitability and condition of the Client Equipment, except to the extent We have been expressly engaged to manage it. 41.5 Return of Client Equipment. On termination of the relevant arrangement, or on Your reasonable written request, We will make the Client Equipment available for collection by You or Your nominated carrier, on payment of any undisputed outstanding amounts. You are responsible for the cost and arrangements of collection or return delivery. We will give You a reasonable period to arrange collection, after which clause 18.3(e) (data retrieval and cessation of hosting) applies by analogy to the continued storage of the Client Equipment. 41.6 No lien beyond cost recovery. Nothing in this clause entitles Us to retain Your Client Equipment or its data as security for payment beyond recovery of genuine undisputed outstanding amounts for the storage or services provided in respect of it. We will not unreasonably withhold return of the Client Equipment.

42. Administrative and Emergency Access Credentials

42.1 Application. This clause applies where, in connection with the Services, there exists any administrative account or credential for Your environment or a third-party platform (including a Microsoft 365 tenant), whether created by Us, created by You, or held by either party. This includes global administrator accounts, "break-glass" or emergency-access accounts, delegated or limited administrator accounts, and any other account carrying administrative privilege ("Administrative Credentials"). 42.2 The tenant or environment is Yours. You acknowledge that Your Microsoft 365 tenant (or other third-party platform account) and all data within it are owned by You, and that the provider (for example, Microsoft) treats You as the customer and owner of the tenant. In connection with the Services, You authorise Us to do each of the following in respect of Your tenant, on Your behalf: (a) establish, approve, maintain and renew administrative and partner relationships, including delegated administration relationships (such as granular delegated admin privileges) and reseller relationships; and (b) review and accept the provider's customer terms or agreements applicable to Your tenant, including the Microsoft Customer Agreement and any update to or replacement of it. The existence of any Administrative Credential, whether held by You or Us, and Our exercise of any authority under this clause, does not transfer ownership of the tenant to Us and does not, of itself, make Us the manager of the tenant or responsible for its configuration or security (as to which, see clause 42.4). 42.3 Categories of administrative access. Administrative Credentials may include, without limitation:

(a) Delegated / limited administrator accounts - accounts held and used by You (or Your personnel) to perform administrative tasks within a defined scope (such as user, mailbox or Teams administration), on Your own initiative and without Our involvement; and

(b) Emergency / break-glass accounts - high-privilege accounts that exist solely for emergency use, to restore access, administrative control or service continuity where no other administrative path is available. A break-glass account is not an account for day-to-day use while We remain engaged. Examples of emergency use include, without limitation: Our usual administrative access being unavailable or compromised; Us being uncontactable or unable to respond within a reasonable time; or a security incident You reasonably suspect is affecting Your environment. Any use of a break-glass account is at Your sole risk and is Your responsibility - clauses 42.5 and 42.6 apply to it. On termination of Our engagement, an emergency or break-glass account You hold ceases to be limited to emergency use.

42.4 Holding of credentials is not management. The creation or holding of any Administrative Credential, by either party, and the existence of any administrative access, does not of itself:

(a) constitute an engagement by Us to manage, monitor, secure, configure or maintain Your tenant, environment or data;

(b) create any ongoing obligation on Us in respect of Your tenant beyond the specific Services We are expressly engaged in writing to provide; or

(c) make Us responsible for the security posture, configuration, compliance, or state of Your tenant.

Ongoing management of a tenant or environment arises only under a separate written agreement expressly providing for it (see clause 2.4 and clause 9). 42.5 Self-service administration by You - no visibility, no responsibility. Where You hold or use a delegated, limited or other administrator account in Your own tenant or environment:

(a) You acknowledge that administrative accounts - including limited administrator accounts with scopes such as user management, Exchange and Teams administration - can cause significant disruption, data loss, security exposure, or breach of Your own compliance obligations if used without appropriate knowledge and care;

(b) where You perform administrative tasks using such an account, You do so on Your own initiative; We are not notified of and have no visibility into the changes You make, and We are not responsible for those changes, their consequences, or the resulting configuration or state of Your tenant;

(c) Your use of, and any use by Your employees, contractors or agents of, any Administrative Credential held by or available to You is Your sole responsibility; and

(d) We are not liable for any loss, damage, disruption, misconfiguration, data loss, breach, or security incident arising from the use of an Administrative Credential by You or any person to whom You have given access, or to whom access has been given with Your authority. This clause is subject to clause 3 (Australian Consumer Law).

42.6 No responsibility for changes We did not make. Where changes are made to Your tenant or environment otherwise than by Us acting on a specific documented instruction from You - including changes made by You using a delegated or limited administrator account - We are not responsible for those changes or their consequences. We are not obliged to monitor for, detect, or remediate the effects of such changes, and any work We perform to investigate, remediate or restore as a result is chargeable at Our prevailing Rates. 42.7 Security of credentials. You must keep secure any Administrative Credential held by or available to You, must not share it except as necessary and appropriate, and must notify Us as soon as reasonably practicable if You believe any Administrative Credential has been compromised, misused, or disclosed to an unauthorised person. We may rotate, reset, reconfigure or revoke any Administrative Credential We hold or have created where We reasonably consider it necessary for security, including following any suspected compromise, and will notify You where practicable. On termination, clauses 18.3(f) and 18.3(g) govern the removal of Our access and the establishment of Your independent access. 42.8 Regulated environments. Where You operate in a regulated or professionally sensitive environment (including the handling of health, financial, legal or other regulated information), You are responsible for ensuring that the existence and use of Administrative Credentials, and administrative access to Your tenant - including access held and exercised by You or Your personnel - is consistent with Your own legal, regulatory and professional obligations. We recommend You obtain appropriate professional advice regarding the governance of administrative access to Your environment. Clause 35.7 (allocation of data responsibilities) and clause 35.8 (security recommendations and incidents) apply. 42.9 Records. We may keep records of the creation, holding, use and revocation of Administrative Credentials We create or hold, and of instructions given in respect of them. Such records may be relied upon as evidence of the matters they record.

43. Entire Agreement

43.1 These Conditions, together with any Quote, Order, Plan, Plan Schedule, Statement of Work or Managed Services Agreement accepted by both parties, constitute the entire agreement between the parties as to their subject matter, and supersede all prior representations, negotiations, understandings and agreements, whether oral or written. 43.2 You acknowledge that, in entering into any Quote, Order, Plan or arrangement with Us, You have not relied on any representation, statement, warranty or promise made by Us or on Our behalf that is not expressly set out in these Conditions or in a document referred to in clause 43.1. This clause does not limit or exclude any liability for fraud or fraudulent misrepresentation, and is subject to clause 3 (Australian Consumer Law).

44. Waiver

44.1 A failure, delay or omission by a party to exercise any right or remedy under these Conditions does not operate as a waiver of it. A single or partial exercise of a right does not preclude any further exercise of that right or the exercise of any other right or remedy. A waiver of any provision of, or right under, these Conditions is effective only if it is in writing and signed by the party granting it, and applies only to the matter and in the circumstances for which it is given.

45. Acceptable Use

45.1 You must use the Goods and Services, and any system, platform or subscription We provide, provision or fund on Your behalf, only for lawful purposes. Without limitation, You must not use them, or permit them to be used, to: (a) commit, facilitate or conceal any unlawful act; (b) infringe any person's intellectual property or other rights; (c) send unsolicited commercial electronic messages in breach of the Spam Act 2003 (Cth); (d) store, transmit or distribute material that is unlawful, or that is malicious code; (e) attack, probe, disrupt or gain unauthorised access to any system or network; or (f) breach the acceptable use policy of any Third Party Provider whose service is supplied in connection with the Services (clause 38.2). 45.2 You are responsible for use of the Goods and Services by Your employees, contractors, agents and any person You permit to access them. 45.3 You must notify Us as soon as reasonably practicable if You become aware of any use in breach of this clause. 45.4 Where We reasonably consider it necessary to prevent or stop unlawful activity, harm to any person, damage or material risk to Our systems, Our other clients, a Third Party Provider's network, or Our legal position, We may suspend the affected Service immediately, without the notice periods in clause 18.1, and will notify You as soon as reasonably practicable. A breach of this clause is a material breach for the purposes of clause 12.8. This clause is subject to clause 3 (Australian Consumer Law).

46. Survival

46.1 Termination or expiry of any arrangement does not affect any rights or obligations accrued before it. Clauses 1, 3, 5, 7, 8, 16.12, 17, 18.3, 18.4, 19 (until title passes and all secured amounts are paid), 20, 26, 28.2, 33.2, 34, 35, 36, 37, 40, 41.5, 41.6, 42.9, 43, 44 and 46, and any other provision that by its nature is intended to survive, survive termination or expiry of these Conditions and of any Quote, Order, Plan or arrangement.

Appendix A - Service Request Lodgement Process

Lodging a service request

When you contact us to lodge a service request, please use one of the following methods:

Phone: 03 9125 6878

Email: support@pearceit.com.au

Client Portal: https://pearceit.mspportal.mspmanager.com/

Please include a short description of the problem and any screenshots of errors. If lodging by phone or email, please include your name, company and return contact details. Service requests should not be lodged directly with technicians, as this detracts from their work resolving current issues.

Service requests outside Business Hours

Requests that must be addressed outside Business Hours must be lodged by phone on 03 9125 6878 (After Hours charges apply, as set out in the Rate Schedule). Requests lodged by email or portal outside Business Hours will be actioned on Our next Business Day.

Standard Reference Block (for Quotes and Invoices)

This quote/invoice and all work performed by Pearce Information Technology Services Pty Ltd is subject to our General Terms and Conditions, available at https://pearceit.com.au/terms as current at the date of this document. Approval of this quote or payment of this invoice constitutes acceptance of those terms.

Copyright Notice

© 2026 Pearce Information Technology Services Pty Ltd (ABN 39 152 370 655). All rights reserved. These Terms and Conditions are protected by copyright. You may reproduce and retain copies of these Terms for the purposes of reviewing, accepting, performing and keeping records of your agreement with us, including providing copies to your professional advisers. They may not otherwise be reproduced, adapted, published or used, in whole or in part, without our prior written consent.