Terms and conditions

Terms and Conditions

Terms and Conditions for Professional Services

COBTECH – ABN 83719168277

Effective Date: 7th January 2024

CobTech (ABN 83719168277) ("supplier" ,"we", "us", or "our") agrees to supply goods ("Products") and/or services ("Services") to the customer ("Customer") in accordance with these Standard Terms and Conditions ("Terms"). These Terms apply to all transactions between us and the Customer unless expressly varied in writing

By placing an order, accepting a quote, or receiving delivery of any Products or Services, the Customer is deemed to have accepted these Terms.

These Terms are governed by the laws of New South Wales, Australia. The parties submit to the non-exclusive jurisdiction of the courts of New South Wales. Nothing in these Terms limits any rights the Customer may have under the Australian Consumer Law, which forms part of the Competition and Consumer Act 2010 (Cth)

1. Definitions

In these Terms:

“Customer” 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. Customer Responsibilities

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

The Customer is responsible for:

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

(b) Performing data backups before commencement of work;

If the Customer 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 Customer data.

4. Cybersecurity

We take commercially reasonable and industry-standard steps to secure our systems, tools, and services. However, no IT system is immune to evolving cyber threats.

The Customer agrees to maintain appropriate cybersecurity, including:

Timely patching and system updates;
Use of antivirus, firewalls, and access control systems;
Strong password and identity management practices;
Enabling and maintaining Multi-Factor Authentication (MFA);
Following our written cybersecurity guidance.

4.1 Liability Disclaimer for Cybersecurity

To the fullest extent permitted by law, we are not liable for any loss, data breach, system compromise, or service interruption resulting from:

(a) The Customer’s failure to implement reasonable security measures;
(b) Third-party software, platforms, or services not directly managed by us;
(c) Cyberattacks or malicious acts not arising from our negligence or breach;
(d) Failure to act on our written recommendations or security alerts;
(e) Misuse, misconfiguration, or poor internal security practices by the Customer or its personnel.

We accept no liability for third-party system vulnerabilities unless we explicitly manage those systems under a separate agreement.

Nothing in this clause excludes liability arising from our gross negligence, willful misconduct, or breach of law.

4.2 Shared Cybersecurity Responsibility and Incident Notification

Cybersecurity is a shared responsibility.

We will notify the Customer in writing within 48 hours of any suspected or actual cybersecurity incident arising from our Services.
The notification will outline known details, impacted systems, and recommended actions.
The Customer must notify us without undue delay if it becomes aware of any breach affecting systems under our management.

If an incident occurs on systems managed by us, we will coordinate incident response. Forensic investigation or legal compliance support may incur additional fees, unless otherwise agreed.

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 Customer become the Customer’s property once all fees have been paid in full.

The Customer grants us a non-exclusive license to use any Customer-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 Customer under the relevant SOW. This limitation applies to all claims in aggregate and shall survive termination of this agreement.

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

(c) We are not liable for failures, vulnerabilities, or breaches arising from third-party platforms, software, or services, including cloud providers, unless expressly managed by us under a separate agreement.

(d) We do not guarantee specific business outcomes, performance improvements, or financial results from the use of our services or deliverables.

(e) The Customer agrees to indemnify and hold us harmless against any claims, damages, or losses arising from the Customer’s breach of these Terms, misuse of services, or failure to maintain adequate cybersecurity.

(f) These limitations do not exclude any non-excludable rights the Customer 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 Customer, 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 Customer 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 customer 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. Acceptable Use

Customers must not use our Services for:

Illegal, abusive, or malicious purposes;
Sending spam or malware;
Hosting unlawful content;
Cryptocurrency mining;
Breaching third-party systems.

We may suspend services for violations.

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 customer-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 customer prior to engaging or changing subcontractors.

19. Customer Cyber Insurance

The Customer agrees to maintain appropriate cyber liability insurance throughout the term of this agreement, with a minimum coverage amount of AUD $2 million, covering data breaches, business interruption, ransomware, and third-party claims. We may request a certificate of currency at any time.

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

Customer Data remains the property of the customer. We will retain Customer data for up to 30 days after termination. After this period, data may be securely deleted unless otherwise agreed in writing. Retrieval after 30 days may incur additional fees.

22. 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 customer is responsible for tracking usage and expiry. Extensions may be granted at our discretion under exceptional circumstances.

23. Remote Access and Monitoring

We may require remote access to the Customer’s systems and infrastructure to deliver services, perform monitoring, and provide support. The customer 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.

24. Taxes and GST

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

25. Staff Respect and Workplace Conduct

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

26. Termination for Cause

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

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

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

27.Security Compliance

We deliver services in accordance with applicable Australian laws and recognised cybersecurity standards, including but not limited to:

The Australian Essential Eight (ASD Strategies),
ISO/IEC 27001 (where applicable),
NIST Cybersecurity Framework (where applicable).

We continually review and update our security practices in response to industry developments, regulatory changes, and emerging threats.

28. Acceptance of Terms

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