Agreement structure and priority

These Terms and Conditions apply to each Proposal, Order Form, Statement of Work, Service Schedule and Change Request accepted by the Customer. Together, those documents form the Agreement.

a) a signed Change Request, but only for the subject matter of that change;
b) the applicable Statement of Work or Service Schedule;
c) the Proposal or Order Form;
d) these Terms and Conditions; and
e) any supplier or end-user terms incorporated into the Agreement.

If documents conflict, the document higher in the list prevails to the extent of the conflict, except that a document may override a higher-ranked document only where it expressly identifies the clause being varied.

1. Definitions and interpretation

2. Formation and scope of the Agreement

2.1 Networx is not obliged to supply Services or Equipment until it has accepted the relevant Proposal or Order Form and any required deposit, onboarding payment or credit approval has been received.

2.2 The Customer accepts the Agreement by signing, approving electronically, issuing a purchase order, paying an invoice, requesting commencement, or using the Services or Equipment.

2.3 Only Services, Deliverables, assumptions and dependencies expressly stated as included are in scope. Anything else is out of scope and may be quoted or charged as additional work.

2.4 Networx may use employees, Related Bodies Corporate, contractors and suppliers to perform the Services, while remaining responsible for its contractual obligations except to the extent an obligation is expressly dependent on a Supplier Service.

3. Term, renewal and minimum commitments

3.1 Each recurring Service begins on its activation date and continues for the Minimum Term stated in the applicable commercial document. If no Minimum Term is stated, the Minimum Term is 12 months.

3.2 At the end of the Minimum Term, the Service renews month-to-month unless the applicable document states a further fixed renewal term. Either party may terminate a month-to-month Service on at least 30 days’ written notice.

3.3 To prevent renewal of a fixed-term Service, the Customer must give the notice stated in the applicable document or, if none is stated, at least 60 days before expiry.

3.4 Supplier subscriptions and licences may be subject to separate non-cancellable or annual commitments. Those commitments survive reduction or termination by the Customer to the extent Networx remains liable to the supplier.

4. Service delivery and service levels

4.1 Networx will perform the Services with due care and skill and using suitably qualified personnel.

4.2 Service Levels are operational targets, not guarantees, unless the Agreement expressly states that a specific service credit is available. Service credits, where stated, are the Customer’s sole financial remedy for failure to meet the relevant Service Level, subject to rights that cannot lawfully be excluded.

4.3 Service Levels exclude planned maintenance, Customer-caused delay, failure to provide access or information, Force Majeure Events, Supplier Services, internet or carrier outages, unsupported systems, security incidents and exclusions stated in the applicable Service Schedule.

4.4 Networx may perform planned and emergency maintenance and may suspend or restrict a Service where reasonably necessary to protect systems, users or data, address a security risk, comply with law or maintain service integrity. Networx will give reasonable notice where practicable.

4.5 No representation about an estimated completion, restoration or resolution time is a warranty unless expressly stated as a binding milestone in a signed Statement of Work.

5. Customer responsibilities and shared responsibility

5.1 The Customer must provide timely decisions, accurate information, safe access to premises, systems and personnel, suitable facilities, licences, connectivity and cooperation reasonably required for delivery.

5.2 The Customer remains responsible for business decisions, legal and regulatory compliance, data classification, records retention, access approvals, user conduct, internal policies and determining whether the Services are suitable for its needs.

5.3 The Customer must follow reasonable security and operational instructions, maintain supported systems and warranties, remove access promptly for departing users, notify Networx of suspected incidents and ensure Users complete appropriate security awareness training.

5.4 The Customer must maintain appropriate cyber, business interruption and general insurance for its risk profile.

5.5 Where the Customer declines, delays, disables or materially alters a recommendation or control, Networx is not responsible for Loss to the extent caused or increased by the risk that the recommendation or control was intended to address.

5.6 The Customer warrants that it has authority to provide all Customer Data, credentials and instructions and that Networx may lawfully access and process them to perform the Services.

6. Cybersecurity and incident response

6.1 Cybersecurity is a shared responsibility. Networx will implement the controls expressly included in the applicable Service Schedule using commercially reasonable care. The Customer acknowledges that no technology, monitoring or security service can prevent or detect every malware event, ransomware event, phishing attack, unauthorised access, data breach, zero-day vulnerability or other cyber incident.

6.2 Unless expressly included, the Services do not include 24×7 security operations, threat hunting, digital forensics, breach counsel, regulatory notification, public relations, ransom negotiation or payment, identity monitoring or full incident recovery.

6.3 Networx may isolate devices, disable accounts, block traffic or take other proportionate emergency action where it reasonably believes this is necessary to contain a material threat. Networx will notify the Customer as soon as reasonably practicable.

6.4 Incident response and recovery work outside the contracted scope is chargeable at Networx’s then-current rates. Recovery timing and outcomes depend on the nature of the incident, backup integrity, Customer cooperation, equipment availability and third-party platforms.

6.5 Networx is not responsible for a security incident to the extent caused or contributed to by Customer acts or omissions, compromised credentials outside Networx’s control, unsupported systems, unapproved changes, failure to implement recommendations, Supplier Services or a Force Majeure Event.

7. Backup, recovery and business continuity

7.1 Backup and recovery obligations apply only where a Service Schedule expressly includes them and only to the identified systems, workloads, locations, retention periods and recovery methods.

7.2 The Customer is responsible for identifying all data requiring protection and verifying that the agreed scope and retention meet its legal and operational needs.

7.3 Recovery time objectives and recovery point objectives are targets unless expressly stated otherwise. They do not guarantee that all data will be recoverable or that recovery will occur within a fixed period.

7.4 Networx is not responsible for data outside the agreed backup scope, data deleted before protection commenced, data beyond retention, source corruption, Customer-managed encryption keys, unsupported applications or failures of Supplier Services.

7.5 The Customer must participate in restore testing and business continuity exercises where reasonably recommended. Additional testing, large-scale recovery or disaster recovery invocation may be chargeable unless included.

8. Third-party services, licences and Microsoft commitments

8.1 The Customer authorises Networx to procure, administer and support Supplier Services required for the Services. Supplier terms, acceptable use policies, privacy terms, service limits and licence rules apply to the Customer and Users.

8.2 Supplier Services, including Microsoft 365, Azure, Entra ID, Exchange Online, SharePoint Online, Teams, telecommunications, hosting and security platforms, remain controlled by the relevant supplier. Networx does not warrant their availability, security, continued functionality or pricing.

8.3 Networx is not liable for supplier outages, vulnerabilities, product defects, feature removal, roadmap changes, licensing changes, data residency changes or support delays, but will provide reasonable coordination and escalation where included in scope.

8.4 The Customer must pay all committed supplier charges, including Microsoft New Commerce Experience or equivalent annual commitments, for the full non-cancellable commitment period, even if a User leaves, quantities are reduced or the underlying Service is terminated early.

8.5 Supplier price, exchange-rate, tax or licensing changes may be passed through on notice. If a supplier discontinues or materially changes a service, Networx may substitute a reasonably comparable service or propose a Change Request.

9. Equipment, procurement and risk

9.1 Quotes for Equipment are subject to availability and supplier price changes until accepted and paid as required. Delivery dates are estimates.

9.2 Risk passes to the Customer on delivery. Title to sold Equipment remains with Networx until all amounts owing for that Equipment are paid in full.

9.3 Manufacturer warranties apply to Equipment. To the extent permitted by law, Networx gives no separate warranty beyond assisting with a valid manufacturer claim where included or chargeable.

9.4 Leased, loaned or licensed Equipment remains the property of Networx or its financier and must be protected, insured and returned in good condition, fair wear and tear excepted, within 14 days after termination. The Customer must pay reasonable replacement and recovery costs for missing or damaged items.

9.5 Unauthorised configuration changes may void support obligations and resulting remediation is chargeable.

10. Charges, invoicing and price adjustments

10.1 The Customer must pay the Charges in the manner and by the due date stated on the invoice, without set-off or deduction except where required by law.

10.2 Recurring Charges may be invoiced monthly or annually in advance. Projects, Equipment, expenses and usage may be invoiced as stated in the applicable document or, if unstated, progressively as incurred.

10.3 Networx may adjust recurring service Charges annually by the greater of CPI and 5%, and may pass through supplier, carrier, licensing, exchange-rate, freight, tax and regulatory cost increases on reasonable notice.

10.4 Networx may charge interest on overdue amounts at the Reserve Bank of Australia cash rate plus 6% per annum, calculated daily, and recover reasonable debt collection and legal costs.

10.5 The Customer must dispute an invoice in writing within 14 days, identifying the amount and reasons. Undisputed amounts remain payable. The parties must work in good faith to resolve the disputed amount.

10.6 Unless expressly stated otherwise, all Charges exclude GST. The recipient of a taxable supply must pay the applicable GST on receipt of a valid tax invoice.

11. Changes and additional work

11.1 Either party may request a change to scope, timing, assumptions, quantities or Deliverables. Networx is not required to implement a material change until a Change Request is agreed.

11.2 Work outside scope, work caused by inaccurate assumptions, Customer delay, emergency action, undocumented environments, third-party failure or a change in law or supplier requirements may be charged at the applicable rate.

11.3 Networx may make non-material operational changes that do not materially reduce the Service. Material changes will be notified reasonably in advance where practicable.

11.4 If a Networx-initiated material change substantially reduces a recurring Service and no reasonable alternative is offered, the Customer may terminate only the affected Service by written notice within 30 days of the change taking effect, without an early termination charge other than committed Supplier Charges.

12. Acceptable use and access

12.1 The Customer must not use the Services unlawfully, fraudulently, abusively or in a way that infringes rights, distributes malicious code, sends spam, conducts unauthorised scanning or penetration testing, mines cryptocurrency, compromises security or adversely affects other users or services.

12.2 The Customer is responsible for Users, access approvals, password confidentiality and multi-factor authentication where supported and recommended.

12.3 Networx may suspend affected access immediately where reasonably necessary to prevent harm, satisfy a supplier direction, respond to suspected compromise or comply with law. Networx will restore access when the underlying issue is resolved, subject to payment of reasonable remediation and reconnection costs where the issue was Customer-caused.

12.4 Personal devices, home internet, BYOD, unapproved applications and third-party networks are excluded unless expressly included.

13. Data, privacy and data location

13.1 Each party must comply with Privacy Laws applicable to it. The Customer is responsible for giving required notices and obtaining consents for Networx and its suppliers to process Personal Information for the Services.

13.2 Networx may process Customer Data in Australia and in other locations used by approved suppliers, subject to applicable law and contractual safeguards. A Service Schedule may impose specific data residency requirements.

13.3 Networx will maintain commercially reasonable administrative, technical and physical safeguards appropriate to the Services and the information reasonably known to be processed.

13.4 Networx will notify the Customer without undue delay after confirming a material security incident affecting Customer Data in Networx’s control and will provide reasonably available information and cooperation. The Customer remains responsible for determining and making regulatory, individual or third-party notifications unless otherwise agreed.

13.5 Networx may use aggregated and de-identified service information for security, analytics, capacity planning and service improvement, provided it does not identify the Customer or an individual.

14. Confidentiality

14.1 Each party must protect the other party’s Confidential Information using at least reasonable care, use it only for the Agreement and disclose it only to personnel, advisers and suppliers who need to know and are bound by confidentiality obligations.

14.2 A party may disclose Confidential Information where required by law, court or regulator, and should give prior notice where lawful and practicable.

14.3 Confidentiality obligations do not apply to information independently developed, lawfully received without restriction or already known without an obligation of confidence.

14.4 These obligations continue for five years after termination, except for trade secrets, credentials and Personal Information, which remain protected while confidential or as required by law.

15. Intellectual property

15.1 Each party retains ownership of intellectual property owned or developed independently of the Agreement.

15.2 Networx owns its tools, templates, methods, automation, scripts, know-how, generic configurations and improvements, including those used or developed while performing the Services.

15.3 On payment of all applicable Charges, the Customer owns bespoke Deliverables expressly identified as Customer-owned in a Statement of Work, excluding Networx materials and third-party materials. Networx grants the Customer a perpetual, non-exclusive licence to embedded Networx materials solely as necessary to use those Deliverables internally.

15.4 Third-party software and materials are licensed under supplier terms and are not transferred to the Customer.

15.5 The Customer grants Networx a non-exclusive licence to use Customer Data and Customer materials solely to perform, secure and support the Services.

16. Warranties and Australian Consumer Law

16.1 Networx warrants that it will perform the Services with due care and skill. Except for express terms and rights that cannot lawfully be excluded, all other conditions, warranties and guarantees are excluded.

16.2 Networx does not warrant that the Services will be uninterrupted, error-free, immune from cyberattack, compatible with every system or fit for an unstated purpose.

16.3 Nothing in the Agreement excludes, restricts or modifies any guarantee, right or remedy under the Australian Consumer Law or other law that cannot lawfully be excluded.

16.4 Where a statutory guarantee applies and liability can lawfully be limited, Networx’s liability is limited, at its option, to resupplying the Services or paying the reasonable cost of having the Services supplied again, or for goods, repair, replacement or the cost of repair or replacement.

17. Liability

17.1 To the maximum extent permitted by law, neither party is liable for indirect, consequential, special, exemplary or punitive loss, or for loss of profit, revenue, business, opportunity, goodwill, reputation, anticipated savings, contracts, use or data, whether direct or indirect, except to the extent such exclusion is prohibited by law.

17.2 Subject to clauses 17.3 and 17.4, Networx’s total aggregate liability arising out of or in connection with the Agreement, whether in contract, tort, statute or otherwise, is limited to the lesser of: (a) the Charges paid or payable for the affected Services in the six months immediately preceding the event giving rise to liability; and (b) AUD $100,000.

17.3 For free services, trials and proof-of-concept work, Networx’s aggregate liability is limited to AUD $1,000 to the maximum extent permitted by law.

17.4 The liability cap does not apply to liability that cannot lawfully be limited, fraud or wilful misconduct, death or personal injury caused by negligence, or the Customer’s obligation to pay Charges and committed Supplier Charges.

17.5 Networx is not liable to the extent Loss is caused or increased by the Customer, a User, a third party outside Networx’s reasonable control, failure to mitigate, inaccurate information, unauthorised change, unsupported technology or failure to follow advice.

17.6 Each party must take reasonable steps to mitigate Loss. A party must not recover more than once for the same Loss.

18. Indemnities

18.1 The Customer indemnifies Networx and its personnel against third-party Claims and Loss arising from Customer Data or materials, unlawful or unauthorised use, Customer breach of law, infringement caused by Customer instructions, or injury or property damage caused by the Customer, except to the extent caused by Networx’s negligence or breach.

18.2 Networx indemnifies the Customer against a third-party claim that a Deliverable created solely by Networx infringes Australian intellectual property rights, provided the Customer promptly notifies Networx, gives Networx control of the defence and does not admit liability.

18.3 Networx may modify, replace or procure continued use of an infringing Deliverable. If none is commercially reasonable, Networx may terminate the affected Deliverable and refund prepaid Charges for the unused period. This indemnity does not apply to Customer materials, combinations not supplied by Networx, supplier products or Customer modifications.

18.4 An indemnity is reduced proportionately to the extent the indemnified party caused or contributed to the Loss.

19. Insurance

19.1 During the Term, Networx will maintain insurance appropriate to its business, including workers compensation as required by law, public liability, professional indemnity and cyber liability insurance.

19.2 On reasonable written request not more than once in any 12-month period, Networx will provide certificates of currency, subject to confidentiality and insurer restrictions.

19.3 The Customer may not require additional policies or materially higher limits unless agreed in writing, including any related adjustment to Charges.

20. Suspension

20.1 Networx may suspend all or part of the Services on reasonable notice if an undisputed amount remains overdue, the Customer materially breaches the Agreement, continued supply presents a material security or legal risk, a supplier suspends an underlying service, or immediate action is reasonably necessary to prevent harm.

20.2 For non-payment, Networx will ordinarily give at least seven days’ notice after the due date before suspension, unless repeated non-payment or supplier action requires earlier suspension.

20.3 Suspension does not relieve the Customer of payment obligations. Networx is not liable for Loss arising from a suspension properly exercised and may charge reasonable restoration costs.

21. Termination and early termination charges

21.1 Either party may terminate the Agreement or an affected Service for material breach if the breach is not remedied within 14 days after written notice, or immediately if the breach cannot be remedied.

21.2 Either party may terminate immediately if the other suffers an insolvency event, ceases business or is unable to pay debts when due, subject to applicable insolvency law.

21.3 Networx may terminate immediately for unlawful use, serious security risk, repeated material breach, violence or threats toward personnel, or where a critical supplier permanently withdraws a Service and no reasonable alternative exists.

21.4 If the Customer terminates for convenience during a Minimum Term, or Networx terminates for Customer breach, the Customer must pay: all accrued Charges; non-cancellable Supplier Charges; committed Equipment and project costs; and an early termination charge equal to 50% of remaining recurring Networx service fees for the balance of the Minimum Term, as a genuine estimate of unrecovered costs and not a penalty.

21.5 An early termination charge does not apply where the Customer validly terminates for Networx’s unremedied material breach.

21.6 Termination does not affect accrued rights or clauses intended to survive, including payment, confidentiality, intellectual property, privacy, liability, indemnity, dispute resolution and transition obligations.

22. Exit and transition assistance

22.1 Following termination and payment of all undisputed amounts, Networx will provide reasonable standard offboarding assistance, including return or export of Customer Data and transfer of available administrative information, subject to security verification, supplier capability and applicable retention requirements.

22.2 Unless included in the applicable Service Schedule, transition assistance is chargeable at Networx’s then-current rates, must be requested in writing and is limited to 30 days after termination.

22.3 Networx is not required to disclose its Confidential Information, internal tools, security-sensitive information, third-party confidential material or items it does not own or control.

22.4 Networx may retain archival copies where required by law, insurance, backup rotation or legitimate recordkeeping, subject to continuing confidentiality and privacy obligations.

22.5 The Customer must ensure its replacement provider is authorised, technically capable and available. Networx is not responsible for the replacement provider’s acts, omissions or migration outcomes.

23. Force majeure

23.1 A party is not liable for delay or failure caused by a Force Majeure Event, except for payment obligations already accrued. The affected party must notify the other and use reasonable efforts to mitigate impact.

23.2 Service Levels are suspended to the extent affected. If the event continues for more than 60 days and materially prevents an affected Service, either party may terminate that Service on written notice, but committed Supplier Charges and accrued amounts remain payable.

24. Dispute resolution

24.1 A party claiming a dispute must give written notice describing it. Contract representatives must meet or confer within 10 Business Days and try in good faith to resolve it.

24.2 If unresolved after a further 10 Business Days, the dispute must be escalated to senior management.

24.3 If still unresolved, either party may propose mediation in Sydney through the Resolution Institute or another agreed mediator before commencing court proceedings.

24.4 This clause does not prevent urgent injunctive relief, recovery of an undisputed debt or action necessary to preserve rights. The parties must continue performing undisputed obligations.

25. General

25.1 Notices must be in writing and sent to the contact details in the applicable Proposal or as updated by notice. Email is received when it enters the recipient’s mail server, or at 9:00 am on the next Business Day if received outside business hours.

25.2 Neither party may assign the Agreement without the other’s consent, not to be unreasonably withheld, except to a Related Body Corporate or as part of a sale or restructure of substantially all relevant business, on notice.

25.3 The Agreement is the entire agreement about its subject matter and supersedes prior discussions. A variation must be in writing and accepted by authorised representatives, except for changes expressly permitted under the Agreement.

25.4 If a provision is invalid or unenforceable, it is read down to the minimum extent necessary and the remainder continues.

25.5 A waiver must be in writing. Delay or failure to exercise a right is not a waiver.

25.6 The parties are independent contractors. Nothing creates employment, partnership, fiduciary duty, agency or exclusivity.

25.7 The Customer may not solicit for employment a Networx employee materially involved in the Services during the Term and for six months afterwards without Networx’s written consent. If breached, the Customer must pay a recruitment fee equal to 20% of that person’s annual remuneration, subject to applicable law.

25.8 The Agreement may be signed electronically and in counterparts.

25.9 The Agreement is governed by the laws of New South Wales and the parties submit to the non-exclusive jurisdiction of its courts.

25.10 Headings are for convenience. “Including” is not limiting. A reference to law includes amendments and replacements. The singular includes the plural and vice versa.