Terms and Conditions

Terms and Conditions for Professional Services

COBTECH – ABN 83719168277

1. Definitions

In these Terms:

• “Client” means the entity receiving services under the Statement of Work.

• “Services” means the professional services described in the Statement of Work.

• “SOW” means the Statement of Work agreed between the parties.

• “Deliverables” means any outputs or work products provided under the SOW.

2. Services

We will provide the services outlined in the Statement of Work with due care and skill, in accordance with Australian Consumer Law and industry best practices.

Any items not specifically listed in the SOW are excluded from the scope of this engagement.

3. Client Responsibilities

The Client agrees to provide timely access to systems, personnel, and relevant information needed to perform the services.

The Client is responsible for:

(a) Ensuring all systems meet minimum compatibility and security standards;

(b) Performing data backups before commencement of work;

(c) Implementing all reasonable recommendations or remediations we provide.

If the Client has an agreement with COBTECH for data backup services, all backups will be stored in Australia and managed in compliance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles (APPs), ensuring the security and privacy of Client data.

4. Cybersecurity

We take reasonable and industry-standard steps to secure our systems and tools. However, the Client acknowledges that no IT system can be guaranteed to be completely secure.

The Client is responsible for its own cybersecurity posture, including:

(a) Ensuring systems are patched and updated;

(b) Maintaining effective antivirus, firewall, and access controls;

(c) Managing credentials and system access appropriately.

4.1 Liability Disclaimer for Cybersecurity

We are not liable for any loss, corruption, unauthorised access to data, or security breaches resulting from:

(a) The Client’s failure to implement appropriate security measures;

(b) Vulnerabilities or risks outside our control;

(c) Third-party vendor or platform failures;

(d) The Client’s failure to implement, follow, or act upon cybersecurity recommendations or advice we have provided in writing or during the course of the engagement.

5. Fees and Payment

Fees are set out in the SOW and are payable as follows:

(a) 50% upfront, due upon acceptance of the SOW, and

(b) 50% upon completion of services or delivery of final deliverables.

Late payments will incur interest at a rate of 10% per calendar month on the overdue amount until paid in full.

All payments shall be made in full without deduction, set-off, or counterclaim.

6. Confidentiality

Both parties agree to keep confidential any non-public information received from the other party and not to disclose it to third parties, except as required by law.

This obligation continues for two (2) years after termination of the agreement.

7. Intellectual Property

We retain ownership of all tools, templates, software, and methodologies used or provided, unless expressly agreed otherwise.

Any custom deliverables created specifically for the Client become the Client’s property once all fees have been paid in full.

The Client grants us a non-exclusive licence to use any Client-provided materials necessary to complete the services.

8. Limitation of Liability

To the fullest extent permitted by law:

(a) Our total liability for any claim arising out of or in connection with the services is limited to the total fees paid by the Client under the relevant SOW.

(b) We are not liable for indirect, incidental, or consequential loss, including loss of data, profits, revenue, or business interruption.

(c) These limitations do not exclude any non-excludable rights the Client may have under the Australian Consumer Law.

9. Warranties

We warrant that we will provide the services with reasonable care and skill.

Except as expressly stated, all other warranties (express or implied) are excluded to the extent permitted by law.

10. Solution Warranty – 2-Month Limited Warranty

We provide a limited warranty for a period of two (2) months from the date of final delivery or completion, as defined in the SOW. This warranty applies only to defects or errors in the original solution delivered by us, and only under the following conditions:

(a) The solution has not been modified, altered, or reconfigured by the Client, its staff, or any third party;

(b) No third-party integrations or system changes have been implemented after delivery without our written approval;

(c) The Client agrees to allow us access to audit logs, change logs, and relevant systems to verify the cause of any reported issue;

(d) The issue is reported to us in writing within the 2-month warranty period;

(e) The reported issue stems from a defect in the delivered work and not from external systems, user misuse, network issues, environmental changes, or third-party failures.

This warranty does not cover enhancements, additional features, functionality changes, or any items not included in the original Statement of Work.

This warranty does not affect or limit any standard warranties provided by hardware or third-party equipment manufacturers.

11. Termination

Either party may terminate the agreement with 30 days’ written notice, or immediately if the other party commits a material breach.

Upon termination, the Client agrees to pay for all services performed up to the termination date.

12. Force Majeure

We are not liable for delays or failure to perform caused by events beyond our reasonable control, including but not limited to cyberattacks, natural disasters, service outages, or third-party failures.

13. Entire Agreement

These Terms and the accompanying SOW form the entire agreement between the parties and override any prior agreements or communications.

14. Acceptance of Terms

By engaging our services, the Client agrees to be bound by these Terms and Conditions. These Terms are incorporated into any Statement of Work or contract between the parties.

15. Privacy

Please refer to our Privacy Policy https://cobtech.com.au/privacy-policy regarding how we collect, use, and protect your personal information.

16. Dispute Resolution

If a dispute arises, the parties agree to first attempt resolution through good faith negotiation. If unresolved, the matter will be referred to mediation administered by the Australian Disputes Centre before any legal proceedings.

17. Changes to Scope

Any changes to the scope of services must be agreed in writing by both parties. Additional fees may apply for changes outside the original SOW.

18. Subcontracting

We may, at our discretion, engage subcontractors to perform any part of the services. We remain fully responsible for the performance of any subcontracted services and for ensuring that all subcontractors comply with the same obligations and standards as set out in this agreement.

Where client-specific requirements apply—such as police checks, security clearances, or other compliance measures—we will ensure that all relevant checks and requirements are carried out and satisfied by any subcontractor we engage. This includes conducting police checks and risk assessments where required by law or by the nature of the services provided. Unless otherwise agreed in writing, we are not required to notify or obtain approval from the Client prior to engaging or changing subcontractors.

19. Insurance

We maintain appropriate professional indemnity and public liability insurance. Evidence of coverage is available upon request.

20. Compliance

We comply with applicable Australian laws, including the Privacy Act 1988 (Cth), and relevant industry standards such as ISO 27001 where applicable.

21. Data Ownership and Access

Client data remains the property of the Client. Upon termination, we will provide access to or return all Client data in a mutually agreed format, subject to payment of outstanding fees.

22. Acceptable Use

Clients must not use our services for unlawful, abusive, or harmful activities. We reserve the right to suspend services for violations.

23. Prepaid Service Credits

Prepaid service credits are valid for a period of 12 months from the invoice date. Any unused credits after this period will expire and are non-refundable. The Client is responsible for tracking usage and expiry. Extensions may be granted at our discretion under exceptional circumstances.

24. Remote Access and Monitoring

We may require remote access to the Client’s systems and infrastructure to deliver services, perform monitoring, and provide support. The Client consents to such access and acknowledges that remote access is essential for timely and effective service delivery. All remote access will be conducted securely and in accordance with our privacy and security policies.

25. Taxes and GST

Prices are exclusive of taxes, duties, or charges. The Client is responsible for such taxes. Valid tax invoices will be provided as required.

26. Staff Respect and Workplace Conduct

The Client agrees to treat our personnel with respect and courtesy. Abusive, threatening, or inappropriate behaviour towards staff may result in suspension or termination of Services.

27. Termination for Cause

We may suspend or terminate Services and recover unpaid Products without notice if:

(a) The Client fails to pay when due or breaches these Terms;

(b) The Client becomes insolvent, bankrupt, or enters into liquidation, administration, or receivership.

28. Non-Solicitation

During the term of this agreement and for a period of twelve (12) months following its termination or expiry, the Client agrees not to directly or indirectly solicit, engage, or employ any employee, contractor, or subcontractor of COBTECH without our prior written consent.