Terms & Conditions

Terms and Conditions

SE2 Pty Ltd (ACN 631 168 673), trading as ThinkFusion

Version 2.0 · Effective 24 September 2026

In these Terms, when we say you or your, we mean both you and any entity you are authorised to represent (such as your employer). When we say we, us, or our, we mean SE2 Pty Ltd (ACN 631 168 673), trading as ThinkFusion. We and you are each a Party to these Terms, and together, the Parties.

These Terms form our contract with you, and set out our obligations as a service provider and your obligations as a customer. You cannot use our Consultancy Services unless you agree to these Terms. Where the Quote includes ongoing hosting, IT management or support, those Managed Services form part of the Consultancy Services and these Terms apply to them in the same way.

Some capitalised words in these Terms have defined meanings, and each time that word is used in these Terms it has the same meaning. You can find a list of the defined words and their meaning at the end of these Terms.

For questions about these Terms, or to get in touch with us, please email: hello@thinkfusion.au.

OUR DISCLOSURES

Please read these Terms carefully before you accept. We draw your attention to the fact that:

We will handle your personal information in accordance with our privacy policy, available on our website;
if you move any part of the Consultancy Services to another provider or bring them in house, we will hand over the systems, accounts and data held in your name, and export Your Data to you, at no charge under clause 13. Any migration, rebuild or other transition work you ask us to carry out beyond that handover is quoted in writing and charged separately under clause 13.5; and
we may adjust a recurring Managed Services fee once in any 12 month period on 30 days’ written notice under clause 3.3, and you may end the Managed Services if you do not accept the adjustment.

Subject to your Consumer Law Rights:

(where our Consultancy Services are not ordinarily acquired for personal, domestic or household use or consumption) in respect of any failure by us to comply with relevant Consumer Law Rights, our Liability is limited (at our discretion) to supplying the Consultancy Services again or paying the cost of having the Consultancy Services supplied again;
our aggregate liability for any Liability arising from or in connection with these Terms will be limited to the Price paid by you to us in respect of the supply of the relevant Consultancy Services to which the Liability relates;
we will not be liable for Consequential Loss, or for delays or failures in performance due to Force Majeure Events; and
any payments made by you to us for Consultancy Services already performed are not refundable to you.

These Terms do not intend to limit your rights and remedies at Law, including any of your Consumer Law Rights.

1 Engagement and Term

1.1 These Terms apply from the Commencement Date until the date that is the earlier of:

(a) the date set out in the Quote;

(b) the date the Consultancy Services are completed (as reasonably determined by us); or

(Term)

1.2 These Terms are incorporated into, and form part of, every Quote we issue to you. If there is any inconsistency between these Terms and the Quote, the Quote prevails to the extent of the inconsistency.

1.3 The version of these Terms that applies to your engagement is the version in force on the Commencement Date, or the version attached to or referred to in the Quote. We publish these Terms on our website with a version number and an effective date, and we retain superseded versions and will provide a copy of the applicable version on request. Publishing a new version of these Terms does not vary your engagement.

2 Consultancy Services

2.1 In consideration of your payment of the Price, we will provide the Consultancy Services in accordance with these Terms, whether ourselves or through our Personnel.

2.2 If these Terms express a time within which the Consultancy Services are to be supplied, we will use reasonable endeavours to provide the Consultancy Services by such time, but you agree that such time is an estimate only.

2.3 You acknowledge and agree that any information, advice, material or work provided by us as part of the Consultancy Services does not constitute legal, financial, due diligence or risk management advice. The information we provide as part of the Consultancy Services is not intended to replace or substitute professional advice in these specialised areas. We recommend that you seek independent professional counsel for specialised advice relating to legal, financial, due diligence or risk management.

2.4 All variations to the Consultancy Services must be agreed in writing between the Parties and will be priced in accordance with any schedule of rates provided by us, or otherwise as reasonably agreed between the Parties. If we consider that any instructions or directions from you constitute a variation to the scope of the Consultancy Services or our obligations under these Terms, then we will not be obliged to comply with such instructions or directions unless agreed in accordance with this clause.

3 Managed Services

3.1 Where the Quote includes Managed Services, we will provide those Managed Services for the period set out in the Quote. Managed Services form part of the Consultancy Services, and these Terms apply to them in the same way.

3.2 Managed Services are charged as set out in the Quote, which may provide for a recurring fee, a usage based fee, a project fee, or any combination of them.

3.3 We may adjust a recurring Managed Services fee once in any 12 month period by giving you at least 30 days’ written notice. If you do not accept the adjustment, you may terminate the Managed Services by written notice given before the adjustment takes effect, and clause 13 will apply.

3.4 Where the Managed Services include third party products, subscriptions or licences that we procure or administer on your behalf, you are responsible for their cost, and their supply is subject to that third party’s own terms. Before we procure them, we will tell you which of those items will be held in your name and which will be held in ours.

3.5 We will keep a current register of the systems, services, domains, subscriptions and administrative accounts we manage for you, recording which are held in your name and which are held in ours. We will give you a copy of that register on request at no charge.

4 Your Obligations

4.1 You agree to (and to the extent applicable, ensure that your Personnel agree to):

(a) comply with these Terms, all applicable Laws, and our reasonable requests;

(b) provide us with all documentation, information, instructions, cooperation and access reasonably necessary to enable us to provide the Consultancy Services;

(c) not (or not attempt to) disclose, or provide access to, the Consultancy Services to third parties without our prior written consent, except that you may share the Deliverables with your professional advisers on a confidential basis; and

(d) maintain your own record of, and independent access to, any third party service that is critical to your business and held in your name.

4.2 You agree to pay our reasonable additional costs incurred as a direct result of you failing to comply with this clause 4.

5 Price and Payment

5.1 In consideration for us providing the Consultancy Services, you agree to pay all amounts due under these Terms in accordance with the Payment Terms.

5.2 If any payment has not been made in accordance with the Payment Terms, we may (acting reasonably, and without prejudice to any of our other rights or remedies under these Terms or at Law):

(a) after a period of 14 Business Days from the relevant due date, and after giving you written notice and a reasonable opportunity to pay, suspend the Consultancy Services until payment is received; and/or

(b) charge interest on overdue amounts at a rate equal to the Reserve Bank of Australia’s cash rate from time to time, plus 2% per annum, calculated daily as simple interest, on any amounts that remain unpaid after the relevant due date.

5.3 Where we suspend the Consultancy Services under clause 5.2(a), we will continue to hold and protect Your Data, and clause 13.6 continues to apply.

6 GST

6.1 If GST is payable on any supply made under these Terms, the recipient of the supply must pay an amount equal to the GST payable on the supply. That amount must be paid at the same time that the consideration is to be provided under these Terms and must be paid in addition to the consideration expressed elsewhere in these Terms, unless it is expressed to be inclusive of GST. The recipient is not required to pay any GST until the supplier issues a tax invoice for the supply.

6.2 If an adjustment event arises in respect of any supply made under these Terms, a corresponding adjustment must be made between the supplier and the recipient in respect of any amount paid by the recipient under this clause, an adjustment note issued if required, and any payments to give effect to the adjustment must be made.

6.3 If the recipient is required under these Terms to pay for or reimburse an expense or outgoing of the supplier, or is required to make a payment under an indemnity in respect of an expense or outgoing of the supplier, the amount to be paid by the recipient is to be reduced by the amount of any input tax credit in respect of that expense or outgoing that the supplier is entitled to.

6.4 The terms “adjustment event”, “consideration”, “GST”, “input tax credit”, “recipient”, “supplier”, “supply”, “taxable supply” and “tax invoice” each has the meaning which it is given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

7 Warranties and Representations

7.1 Each Party represents and warrants that:

(a) it has full legal capacity, right, authority and power to enter into these Terms, to perform its obligations under these Terms, and to carry on its business; and

(b) these Terms constitute a legal, valid and binding agreement, enforceable in accordance with its terms.

7.2 You represent and warrant that:

(a) all information and documentation that you provide to us in connection with these Terms is true, correct and complete;

(b) no insolvency events (including but not limited to bankruptcy, receivership, voluntary administration, liquidation or creditors’ schemes of arrangement) affecting you or your property are occurring or are likely to occur; and

(1) you are the sole trustee of the relevant trust and have been validly appointed;

(2) you have full and valid power, authority, consents and approvals under the relevant trust to execute these Terms and carry out the transactions contemplated by these Terms; and

(3) you have the right to be indemnified out of the assets of the relevant trust for all liabilities incurred by you under these Terms.

8 Intellectual Property

8.1 As between the Parties:

(a) we own all Intellectual Property Rights in Our Materials;

(b) you own all Intellectual Property Rights in Your Materials; and

(c) nothing in these Terms constitutes a transfer or assignment of any Intellectual Property Rights in Our Materials or Your Materials.

8.2 As between the Parties, ownership of all Intellectual Property Rights in any New Materials will at all times vest, or remain vested, in us upon creation. To the extent that ownership of such Intellectual Property Rights in any New Materials does not automatically vest in us, you hereby assign all such Intellectual Property Rights to us. This clause does not affect your ownership of Your Materials or of Your Data, and the Deliverables are provided to you for your use in accordance with clause 8.3.

8.3 We grant you a non-exclusive, perpetual, irrevocable, royalty-free and worldwide licence to use the New Materials and Our Materials that we provide to you (including the Deliverables) for your ongoing business purposes, including sharing them with your professional advisers on a confidential basis.

8.4 You grant us a non-exclusive, irrevocable, royalty-free, worldwide, non-sublicensable (other than to our related bodies corporate, as that term is defined in the Corporations Act 2001 (Cth)) and non-transferable right and licence to use Your Materials and Your Data that you provide to us solely for the purpose of performing our obligations or exercising our rights under these Terms.

8.5 If you (if you are an individual) or any of your Personnel have any Moral Rights in any material provided, used or prepared in connection with these Terms, you agree to (and will procure that your Personnel) consent to our use of those Moral Rights for the purpose of these Terms.

8.6 This clause 8 will survive termination or expiry of these Terms.

9 Confidential Information

9.1 Each Receiving Party agrees:

(a) not to disclose the Confidential Information of the Disclosing Party to any third party (subject to clause 9.1(c));

(b) to protect the Confidential Information of the Disclosing Party from any loss, damage or unauthorised disclosure;

(c) to only disclose the Confidential Information to those of its Personnel who need to know the Confidential Information in connection with these Terms, provided those Personnel keep the Confidential Information confidential in accordance with this clause 9; and

(d) to only use the Confidential Information of the Disclosing Party for the purpose of performing obligations, or exercising rights or remedies, under these Terms.

9.2 The obligations in clause 9.1 do not apply to Confidential Information that:

(a) is required to be disclosed for the Parties to comply with their obligations under these Terms;

(b) is authorised in writing to be disclosed by the Disclosing Party;

(c) is in the public domain or is no longer confidential, except as a result of a breach of these Terms or other duty of confidence; or

(d) must be disclosed by Law or by a regulatory authority, including under subpoena, provided that (to the extent permitted by Law) the Receiving Party has given the Disclosing Party notice prior to disclosure.

9.3 You authorise us to disclose your Confidential Information to an incoming provider you nominate under clause 13, to the extent reasonably required to carry out the Standard Handover or any Transition Services. We may require that provider to give a written confidentiality undertaking before we do so.

9.4 Each Party agrees that monetary damages may not be an adequate remedy for a breach of this clause 9. A Party is entitled to seek an injunction, or any other remedy available at Law or in equity, at its discretion, to protect itself from a breach (or continuing breach) of this clause 9.

9.5 This clause 9 will survive the termination of these Terms.

10 Australian Consumer Law

10.1 Certain legislation, including the Australian Consumer Law, and similar consumer protection laws and regulations, may confer you with rights, warranties, guarantees and remedies relating to the supply of the Consultancy Services by us to you which cannot be excluded, restricted or modified (Consumer Law Rights). To the extent that you maintain Consumer Law Rights at Law, nothing in these Terms excludes those Consumer Law Rights.

10.2 Subject to your Consumer Law Rights, we provide all material, work and services (including the Consultancy Services) to you without conditions or warranties of any kind, implied or otherwise, whether in statute, at Law or on any other basis, except where expressly set out in these Terms.

10.3 This clause 10 will survive the termination or expiry of these Terms.

11 Liability and Indemnity

11.1 Despite anything to the contrary but subject to your Consumer Law Rights, to the maximum extent permitted by Law:

(a) neither Party will be liable for Consequential Loss;

(b) a Party’s liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party (or any of its Personnel), including any failure by that other Party to mitigate its loss;

(c) (where our Consultancy Services are not ordinarily acquired for personal, domestic or household use or consumption) in respect of any failure by us to comply with relevant Consumer Law Rights, our Liability is limited (at our discretion) to supplying the Consultancy Services again or paying the cost of having the Consultancy Services supplied again; and

(d) our aggregate liability for any Liability arising from or in connection with these Terms will be limited to the Price paid by you to us in respect of the supply of the relevant Consultancy Services to which the Liability relates.

11.2 Despite anything to the contrary, to the maximum extent permitted by Law, you agree to indemnify us and our Personnel in respect of any Liability we suffer or incur arising from or in connection with:

(a) any breach by you (or any of your Personnel) of these Terms;

(b) you (or your Personnel) infringing any third party’s rights (including Intellectual Property Rights);

(c) you (or your Personnel) breaching any privacy or confidentiality obligation under these Terms or any applicable Law; or

(d) your (or your Personnel’s) fraud, negligence or wilful misconduct.

Your liability under this clause 11.2 will be reduced proportionately to the extent that the relevant Liability was caused or contributed to by us or any of our Personnel.

11.3 This clause 11 will survive the termination or expiry of these Terms.

12 Termination

12.1 These Terms will terminate immediately upon written notice by a Party (Non-Defaulting Party) if:

(a) the other Party (Defaulting Party) breaches a material term of these Terms and that breach has not been remedied within 10 Business Days of the Defaulting Party being notified of the breach by the Non-Defaulting Party; or

(b) (to the extent permitted under the Corporations Act 2001 (Cth)) any step is taken to enter into any arrangement between the Defaulting Party and its creditors, any step is taken to appoint a receiver, a receiver and manager, a liquidator, a provisional liquidator or like person of the whole or any part of the Defaulting Party’s assets or business, the Defaulting Party is bankrupt, or the Defaulting Party is unable to pay its debts as they fall due.

12.2 Either Party may terminate an ongoing engagement, including any Managed Services, by giving the other Party 30 days’ written notice.

12.3 Upon expiry or termination of these Terms:

(a) we will cease providing the Consultancy Services, subject to clause 13;

(b) without limiting and subject to your Consumer Law Rights, any payments made by you to us for Consultancy Services already performed are not refundable to you;

(c) you are to pay for all Consultancy Services provided prior to termination, including Consultancy Services which have been provided and have not yet been invoiced to you, and all other amounts due and payable under these Terms;

(d) where we terminate these Terms as a result of your default under clause 12.1, you also agree to pay us our reasonable additional costs directly arising from that termination;

(e) we may retain your documents and information (including copies) to the extent required by Law or pursuant to any information technology back-up procedure, provided that we handle your information in accordance with clause 9; and

(f) clause 13 applies.

12.4 Termination of these Terms will not affect any rights or liabilities that a Party has accrued under it.

12.5 This clause 12 will survive the termination or expiry of these Terms.

13 Transition and Handover

13.1 This clause applies whenever the Consultancy Services come to an end, in whole or in part, for any reason. This includes expiry, termination by either Party, and your decision to move any part of the Consultancy Services to another provider or to bring them in house (each a Transition Event).

13.2 Where the timing of a Transition Event is within your control, you agree to give us at least 30 days’ written notice of it, and to tell us who your incoming provider is so that we can deal with them directly.

13.3 Standard Handover. On a Transition Event we will, at no charge to you, and within 10 Business Days or any longer period reasonably required by a third party system:

(a) give you, or your nominated incoming provider, the administrative credentials and access we hold for the systems, domains, subscriptions and accounts held in your name;

(b) transfer to you, or to your nominated incoming provider, any domain, subscription, licence or account held in our name on your behalf, subject to the relevant third party permitting the transfer and to you paying any transfer or outstanding account costs that third party charges;

(d) export Your Data to you in a common, machine readable format, in the form in which it is held in the relevant system,

(Standard Handover)

13.4 Transition Services. The Standard Handover does not include migration, rebuild, reconfiguration, data cleansing or reformatting, project management, training, the preparation of documentation we do not already hold, or extended assistance to your incoming provider. If you ask us to carry out any of that work, we will provide it as Transition Services.

13.5 Transition Services are:

(a) scoped and quoted by us in writing before any work begins, and carried out only once you accept that quote;

(b) charged at the rates set out in the Quote or, if the Quote does not set a rate, at our standard rates current at the time;

(d) capped at the amount set out in the Quote or, if the Quote does not set a cap, at ten (10) days of our time, unless you agree in writing to a higher amount before that cap is reached.

13.6 We will not withhold, delete or make inaccessible Your Data, or the credentials and access described in clause 13.3, on the ground that Transition Services are unpaid or in dispute.

13.7 Clause 13.3 applies to the systems, accounts, domains and data held in your name and to Your Data. It does not require us to provide Our Materials, including our internal tooling, scripts, templates and working papers, or to release a Deliverable for which payment has not been received.

13.8 Once the Standard Handover is complete, and unless we have agreed Transition Services with you, we have no further obligation to provide assistance, support or information in relation to the Consultancy Services.

13.9 We may delete Your Data from systems held in our name 60 days after the Standard Handover is complete. If you want Your Data retained or destroyed on a different timeframe, tell us in writing before that period ends.

13.10 This clause 13 will survive the termination or expiry of these Terms.

14 General

14.1 Amendment: Subject to clauses 1.3, 2.3 and 2.4, these Terms may only be amended by written instrument executed by the Parties.

14.2 Assignment: Subject to clauses 14.3 and 14.11, a Party must not assign, novate or deal with the whole or any part of its rights or obligations under these Terms without the prior written consent of the other Party (such consent is not to be unreasonably withheld).

14.3 Assignment of Debt: You agree that, where an amount is overdue and remains unpaid, we may assign or transfer that debt, arising under or in connection with these Terms, to a debt collection agency or other third party.

14.4 Disputes: A Party may not commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, these Terms (including any question regarding its existence, validity or termination) (Dispute) without first complying with this clause 14.4. A Party claiming that a Dispute has arisen must give written notice to the other Party specifying the nature of the Dispute (Dispute Notice). The Parties must meet (whether in person, by telephone or video conference) within 10 Business Days of service of the Dispute Notice to seek (in good faith) to resolve the Dispute.

If the Parties do not resolve the Dispute within 20 Business Days of the date the Dispute Notice was served (or such further period as agreed in writing by the Parties), either Party may:

(a) where you are resident or incorporated in Australia, refer the matter to mediation, administered by the Australian Disputes Centre, to be conducted in Sydney, New South Wales, in accordance with the Australian Disputes Centre Guidelines for Commercial Mediation; or

(b) where you are not resident or incorporated in Australia, refer the matter to arbitration administered by the Australian Centre for International Commercial Arbitration, with such arbitration to be conducted in Sydney, New South Wales, before one arbitrator, in English and in accordance with the ACICA Arbitration Rules.

Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.

14.5 Force Majeure: Neither Party will be liable for any delay or failure to perform their respective obligations under these Terms if such delay or failure is caused or contributed to by a Force Majeure Event, provided that the Party seeking to rely on the benefit of this clause: (a) as soon as reasonably practical, notifies the other Party in writing of the details of the Force Majeure Event, and the extent to which it is unable to perform its obligations; and (b) uses reasonable endeavours to minimise the duration and adverse consequences of the Force Majeure Event. Where the Force Majeure Event prevents a Party from performing a material obligation under these Terms for a period in excess of 60 days, then the other Party may by notice terminate these Terms, which will be effective immediately, unless otherwise stated in the notice. This clause will not apply to a Party’s obligation to pay any amount that is due and payable to the other Party under these Terms.

14.6 Governing Law: These Terms are governed by the laws of New South Wales. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New South Wales and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.

14.7 Notices: Any notice given under these Terms must be in writing addressed to the addresses set out in these Terms, or the relevant address last notified by the recipient to the Parties in accordance with this clause. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.

14.8 Publicity: We may refer to the broad nature of the Consultancy Services we have provided in our marketing and promotional material. We will only identify you by name, or use your logo or branding, with your prior written consent (such consent not to be unreasonably withheld).

14.9 Relationship of Parties: These Terms are not intended to create a partnership, joint venture, employment or agency relationship between the Parties.

14.10 Severance: If a provision of these Terms is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions in these Terms.

14.11 Subcontracting: We may engage subcontractors to assist in providing the Consultancy Services. We remain responsible and liable for the acts and omissions of our subcontractors, and the Consultancy Services will remain under our direction and control.

14.12 Waiver: Any failure or delay by a Party in exercising a power or right (either wholly or partially) in relation to these Terms does not operate as a waiver or prevent that Party from exercising that power or right or any other power or right. A waiver must be in writing and will be effective only to the extent specifically stated.

15 Definitions

In these Terms, unless the context otherwise requires, capitalised terms have the meanings given to them in the Quote, and:

ACL or Australian Consumer Law means the Australian consumer laws set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth), as amended from time to time.

Business Day means a day on which banks are open for general banking business in Sydney, New South Wales, excluding Saturdays, Sundays and public holidays.

Commencement Date means the date that is the earlier of: (a) the date that you accept the Quote; (b) the date that you ask us to begin supplying the Consultancy Services; or (c) the date that you make part or full payment of the Price.

Confidential Information means information which: (a) is disclosed to the Receiving Party in connection with these Terms at any time; (b) relates to the Disclosing Party’s business, assets or affairs; or (c) relates to the subject matter of, the terms of and/or any transactions contemplated by these Terms, whether or not such information or documentation is reduced to a tangible form or marked in writing as “confidential”, and howsoever the Receiving Party receives that information.

Consequential Loss includes any consequential loss, special or indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise. However, your obligation to pay us the Price and any Expenses will not constitute “Consequential Loss”.

Consultancy Services means the services set out in the Quote, as adjusted in accordance with these Terms, and includes any Managed Services.

Consumer Law Rights has the meaning given in clause 10.1.

Deliverables means any materials, goods, items or other deliverables forming part of the Consultancy Services, as particularised in the Quote.

Disclosing Party means the Party disclosing Confidential Information to the Receiving Party.

Expenses means any third party costs or disbursements, reasonably and directly incurred by us and approved in advance by you for the purpose of the supply of the Consultancy Services.

Force Majeure Event means any event or circumstance which is beyond a Party’s reasonable control including but not limited to, acts of God including fire, hurricane, typhoon, earthquake, landslide, tsunami, mudslide or other catastrophic natural disaster, civil riot, civil rebellion, revolution, terrorism, insurrection, militarily usurped power, act of sabotage, act of a public enemy, war (whether declared or not) or other like hostilities, ionising radiation, contamination by radioactivity, nuclear, chemical or biological contamination, any widespread illness, quarantine or government sanctioned ordinance or shutdown, pandemic or epidemic.

Intellectual Property Rights or Intellectual Property means any and all existing and future rights throughout the world conferred by statute, common law, equity or any corresponding law in relation to any copyright, designs, patents or trade marks, domain names, know-how, inventions, processes, trade secrets or confidential information, circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing, whether or not registered or registrable.

Law means all applicable laws, regulations, codes, guidelines, policies, protocols, consents, approvals, permits and licences, and any requirements or directions given by any government or similar authority with the power to bind or impose obligations on the relevant Party in connection with these Terms or the supply of the Consultancy Services.

Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party to these Terms or otherwise.

Managed Services means any ongoing hosting, IT management, system administration, support, monitoring, maintenance, backup or subscription management services set out in the Quote, together with any third party products, subscriptions or licences we procure or administer on your behalf as part of those services.

Moral Rights has the meaning given in the Copyright Act 1968 (Cth) and includes any similar rights in any jurisdiction in the world.

New Materials means all Intellectual Property developed, adapted, modified or created by or on behalf of us or you or any of your or our respective Personnel in connection with these Terms or the supply of the Consultancy Services, whether before or after the Commencement Date and any improvements, modifications or enhancements of such Intellectual Property, but excludes Our Materials, Your Materials and Your Data.

Our Materials means all Intellectual Property which is owned by or licensed to us and any improvements, modifications or enhancements of such Intellectual Property, but excludes New Materials, Your Materials and Your Data.

Payment Terms means the timings for payment of the Price and any Expenses, as set out in the Quote.

Personnel means, in respect of a Party, any of its employees, consultants, suppliers, subcontractors or agents, but in respect of you, does not include us.

Price means the price set out in the Quote, as adjusted in accordance with these Terms.

Quote means the document (including any proposal) to which these Terms are attached or incorporated.

Receiving Party means the Party receiving Confidential Information from or on behalf of the Disclosing Party.

Standard Handover has the meaning given in clause 13.3.

Terms means these terms and conditions and any documents attached to, or referred to in, each of them.

Transition Event has the meaning given in clause 13.1.

Transition Services has the meaning given in clause 13.4.

Your Data means the data, records, content and files belonging to you or your Personnel that are held in, or generated by, any system we host, manage or administer for you. Your Data does not include Our Materials.

Your Materials means all Intellectual Property owned or licensed by you or your Personnel before the Commencement Date (which is not connected to these Terms) and/or developed by or on behalf of you or your Personnel independently of these Terms and any improvements, modifications or enhancements of such Intellectual Property, but excludes Our Materials and New Materials.

16 Interpretation

In these Terms, unless the context otherwise requires:

(a) a reference to these Terms or any other document includes the document, all schedules and all annexures as novated, amended, supplemented, varied or replaced from time to time;

(b) a reference to any legislation or law includes subordinate legislation or law and all amendments, consolidations, replacements or re-enactments from time to time;

(c) a reference to a person includes a natural person, body corporate, partnership, joint venture, association, government or statutory body;

(d) a reference to a party (including a Party) to a document includes that party’s executors, administrators, successors and permitted assigns;

(e) a reference to a covenant, obligation or agreement of two or more persons binds or benefits them jointly and severally;

(f) a reference to time is to local time in Sydney, New South Wales; and

(g) a reference to $ or dollars refers to the currency of Australia from time to time.