Terms & Conditions

Effective Date: January, 2024

1. Introduction

Welcome to Thinkfusion (“Thinkfusion”, “we”, “us”, “our”). These Terms and Conditions (“Terms”) govern your access to and use of our website, services, and any related offerings, including business consulting, IT managed services, and any associated digital or advisory products (“Services”).

By engaging Thinkfusion, you (“the Client”, “you”, “your”) agree to comply with and be bound by these Terms. If you do not agree to these Terms, you must not use our Services.

2. Scope of Services

Thinkfusion provides a combination of:

Business Consulting and Advisory Services – including but not limited to business strategy, operational improvement, financial advisory, digital transformation, and process optimisation.
IT Managed Services – including IT system management, hosting, network administration, software support, cloud services, and cybersecurity oversight.

These dual service models may be engaged separately or jointly, as outlined in a written proposal, statement of work (SOW), or service agreement.

3. Engagement and Service Commencement

3.1. Services commence upon written confirmation, payment of any initial deposit (if required), or mutual execution of a proposal or service agreement.
3.2. The Client acknowledges that Thinkfusion may rely on information provided by the Client, and that delays, inaccuracies, or omissions in Client-provided information may impact delivery timelines or outcomes.
3.3. Unless otherwise stated, all Services are provided on a best-effort basis consistent with industry practice.

4. Fees and Payments

4.1. Consulting Services – Fees are typically charged per engagement, per project, or at an agreed hourly/daily rate.
4.2. IT Managed Services – Fees may be structured as fixed monthly retainers, usage-based billing, or project-based fees, as outlined in the proposal or service schedule.
4.3. Payment Terms – All invoices are due within fourteen (14) days of issue unless otherwise agreed in writing.
4.4. Late Payments – Late payments may incur interest at 2% per month (or the maximum rate permitted under NSW law), and Thinkfusion reserves the right to suspend Services until payment is received.
4.5. Fee Adjustments (Retainer Services) – Monthly retainer fees for IT management or consulting services may be increased by Thinkfusion with thirty (30) days’ written notice to the Client.
4.6. Change in Management (CIM) Fee – If the Client elects to transfer all hosted IT or managed services to another provider, Thinkfusion reserves the right to charge a Change in Management (CIM) Fee. This fee covers administrative, technical, and transition support costs, and will be determined solely by Thinkfusion based on the complexity of the transfer. The Client agrees that this fee is payable prior to the handover process.

5. IT Managed Services

5.1. System Access – The Client agrees to grant Thinkfusion appropriate administrative and technical access to IT systems, hosting environments, or infrastructure as required to perform the Services.
5.2. Third-Party Software and Licences – Where Services involve third-party software, hosting, or licences, the Client remains responsible for maintaining valid subscriptions unless otherwise specified in the agreement.
5.3. Service Interruptions – Thinkfusion is not liable for downtime, service interruption, or data loss arising from external vendors, network providers, client-side changes, or force majeure events.
5.4. Data and Backups – While Thinkfusion takes reasonable care to maintain data integrity and system performance, data backup, recovery, and retention remain the Client’s responsibility unless explicitly included in the service agreement.
5.5. Security and Confidentiality – Thinkfusion adopts reasonable measures to secure Client systems and data; however, the Client acknowledges that no system is completely secure from unauthorised access or attack.

6. Business Consulting Services

6.1. Thinkfusion’s consulting and advisory services are based on professional expertise, research, and analysis. However, outcomes depend on numerous factors outside Thinkfusion’s control.
6.2. Thinkfusion provides strategic guidance and recommendations but does not warrant that results, profits, or business outcomes will meet specific targets unless expressly stated in writing.
6.3. The Client remains responsible for implementing recommendations and any subsequent business decisions.

7. Intellectual Property

7.1. All materials, reports, templates, code, documentation, or deliverables created by Thinkfusion remain the intellectual property of Thinkfusion unless explicitly transferred in writing.
7.2. The Client is granted a non-exclusive, non-transferable licence to use deliverables solely for internal business purposes.
7.3. The Client shall not reproduce, sell, or distribute Thinkfusion materials to third parties without written consent.

8. Confidentiality

8.1. Both parties agree to keep confidential all proprietary or sensitive information disclosed during the engagement.
8.2. Confidential information may only be disclosed to employees or contractors who require access to perform their duties and are bound by confidentiality obligations.
8.3. These obligations survive termination of the agreement.

9. Termination

9.1. Either party may terminate an ongoing engagement by giving thirty (30) days’ written notice.
9.2. Upon termination, the Client must pay all outstanding invoices and any fees incurred up to the termination date.
9.3. For IT Managed Services, termination does not remove the Client’s obligation to pay the Change in Management (CIM) Fee if hosted services are transferred elsewhere.
9.4. Thinkfusion reserves the right to terminate the Services immediately if:

the Client breaches these Terms;
invoices remain unpaid beyond 30 days;
the Client engages in illegal or unethical conduct impacting the business relationship.

10. Limitation of Liability

10.1. To the maximum extent permitted by law, Thinkfusion shall not be liable for indirect, consequential, incidental, or special damages including loss of profits, revenue, or data.
10.2. Thinkfusion’s total aggregate liability, whether in contract, tort, or otherwise, shall not exceed the total fees paid by the Client for the Services in the preceding three (3) months.
10.3. Nothing in these Terms excludes liability where it cannot be lawfully excluded under Australian Consumer Law.

11. Indemnity

The Client agrees to indemnify and hold harmless Thinkfusion, its employees, and agents from any claims, damages, or expenses arising from:

misuse of Services;
reliance on advice contrary to written recommendations;
unauthorised access, changes, or disruptions to IT systems not caused by Thinkfusion.

12. Force Majeure

Thinkfusion shall not be liable for any failure or delay in performing obligations where such failure results from events beyond reasonable control, including natural disasters, cyberattacks, power failures, labour disputes, or government actions.

13. Governing Law

These Terms are governed by and construed in accordance with the laws of New South Wales, Australia.
The parties submit to the exclusive jurisdiction of the courts of New South Wales.

14. Amendments

Thinkfusion reserves the right to amend these Terms from time to time. Updated Terms will be posted on our website and shall take effect immediately upon publication.

15. Entire Agreement

These Terms, together with any proposal, quotation, or signed service agreement, constitute the entire agreement between Thinkfusion and the Client, superseding all prior discussions or understandings.

16. Contact Information

For any queries or concerns regarding these Terms or our Services, please contact:

Thinkfusion Pty Ltd
Email: info@thinkfusion.au
Website: www.thinkfusion.au
Registered in: New South Wales, Australia