Website and Service Terms

1. About these Terms

These Website and Service Terms apply when you visit or use the Res-Q IT Services website, request a quote, place an order, accept delivery of goods or services, or use services supplied by RESQ Pty Ltd T/A RES-Q IT Services (Res-Q, Res-Q IT, we, us or our).

These Terms are designed to work with any quote, invoice, order, statement of work, service level agreement, managed services agreement, Critical Information Summary, Telecommunications Service Terms, Privacy Policy, Acceptable Use Policy and any other written agreement we issue or agree with you. They also work alongside our Full Terms of Trade, available as a PDF, which contain the complete legal terms.

If there is an inconsistency, the following order applies unless stated otherwise: a signed agreement or statement of work; a Critical Information Summary or product-specific schedule for telecommunications services; the Telecommunications Service Terms; the Full Terms of Trade (PDF); these simplified Terms; and then any other policy published on our website.

Nothing in these Terms excludes, restricts or modifies any right or guarantee that cannot lawfully be excluded, restricted or modified, including under the Australian Consumer Law.

2. Who we are

Res-Q IT Services is operated by RESQ Pty Ltd T/A RES-Q IT Services, ABN 24 138 852 525.

Our current contact details are:

• Address: 7/216 Stirling Highway, Claremont WA 6010
• Phone: (08) 6555 6500
• Email: [email protected]
• Website: www.res-q.com.au

3. Key meanings

In these Terms:

• Client or you means the person or organisation buying, receiving or using our goods or services, and includes any authorised user, staff member, contractor or representative who uses the services on your behalf.
• Goods means hardware, equipment, accessories, devices, software media, documentation and other physical or digital items supplied by us.
• Services means all services supplied by us, including IT support, managed services, remote support, monitoring, security, software licensing, cloud services, telecommunications services, consulting, project work, onboarding, offboarding and any other service described in a quote, invoice or order.
• Price means the price for the Goods or Services as set out in a quote, invoice, order, online checkout, service schedule or other written confirmation from us.
• Third-Party Services means services, platforms, software, networks, hosting, carriage services, cloud services, cybersecurity tools or other products supplied by third-party providers and made available, resold, configured or supported by us.

4. Acceptance

You accept these Terms when you use our website, request or accept a quote, place an order, sign or submit an application, accept delivery of Goods, use Services, allow us to perform Services, or continue using Services after we notify you of updated terms.

If you accept these Terms on behalf of a company, trust, partnership or other organisation, you warrant that you are authorised to bind that organisation.

You must promptly provide all information, access, documents, software, hardware, credentials, approvals and instructions reasonably required by us to supply the Goods or Services.

You are responsible for ensuring that any specifications, instructions, requirements or assumptions you provide are accurate, complete and sufficiently detailed.

5. Quotes, orders and scope

A quote is valid for the period stated in the quote or, if no period is stated, for 30 days from the date of issue. A quote may be withdrawn or corrected before it is accepted.

We may vary a quote or Price if there is a change in scope, Client requirements, supplier pricing, exchange rates, freight, insurance, labour costs, materials, third-party fees, licensing terms or any hidden or unanticipated difficulty not reasonably evident before the work began.

Unless we agree otherwise in writing, work outside the agreed scope will be charged at our then-current rates.

6. Prices, GST, invoices and payment

Unless stated otherwise, Prices exclude GST. You must pay GST and any other applicable taxes, duties and charges in addition to the Price.

Payment is due on the date stated on the invoice, quote, order or service schedule. If no date is stated, payment is due 7 days from the date of the invoice.

Payment may be made by electronic funds transfer, online banking, credit card, direct debit or another method approved by us. Credit card payments may attract a surcharge of up to 1.5% of the Price, or the amount otherwise permitted by law.

We may require a deposit, prepayment or valid payment authority before commencing work, ordering products, provisioning licences, or continuing subscription services.

You must not set off or deduct any amount from an invoice unless we have agreed in writing or the law requires it.

Stored payment methods and automatic payment authority. If you save a credit card, debit card or other approved payment method on file with us (for example, by ticking a “save card” option, completing a payment authority, or providing payment details to be retained), you authorise us and our payment processor to securely store or tokenise that payment method and use it to collect amounts you owe us. This includes one-off and recurring charges — labour, remote and onsite support, project work, managed services, subscriptions, licences, deposits, instalments, GST and any permitted card surcharge.

Unless we agree otherwise in writing, we may charge the stored payment method on or after the invoice due date (or, where an invoice is payable on receipt, on or after the date of issue). We may reattempt failed payments. You must keep the stored payment method valid and funded — a failed or expired payment method does not release you from your payment obligations.

You can withdraw a stored payment authority by written notice to us. Withdrawal does not affect amounts already incurred or charged before we process the withdrawal. If a valid payment authority is required for a subscription, managed service or payment plan, we may require you to provide a replacement method and may suspend the relevant Services if you do not.

If you dispute an invoice or charge, notify us in writing before the due date with the disputed amount and reasons. Undisputed amounts remain payable. A chargeback or reversal does not extinguish your liability unless we agree in writing that the charge was made in error.

7. Subscriptions and recurring services

If you order a subscription or recurring service, you authorise us to bill you automatically in accordance with the applicable subscription terms, service schedule or invoice.

Clients on subscription services must maintain a valid credit card, debit card or direct debit authority on file with us at all times. This authority will be used to collect subscription fees and other recurring charges in accordance with section 6. If a payment method fails or becomes invalid, you must update it promptly. We may suspend subscription services immediately if a valid payment authority is not maintained, until payment arrangements are rectified.

Unless the relevant service schedule states otherwise, subscription fees are payable for the full billing cycle in which cancellation occurs. Cancellations are generally effective at the end of the current billing cycle, and we may take up to 5 business days to process a cancellation request. Refunds for the current cycle are generally not available except where required by law or agreed by us in writing.

8. Delivery, risk and ownership of goods

Delivery occurs when we, our carrier or our supplier delivers the Goods or Services to your nominated address, account, tenant, portal, system or delivery point, even if you are not present or do not immediately access them.

Any delivery date, appointment time or completion date is an estimate unless expressly stated as a binding commitment in writing.

Risk in Goods passes to you on delivery, and you must insure the Goods from the time risk passes. If you request delivery to an unattended location, delivery is at your risk.

Ownership of Goods does not pass to you until you have paid us in full for those Goods and any other amounts you owe us. Until then, you hold the Goods as bailee, must keep them identifiable as ours, and must not sell, charge, encumber or otherwise deal with them outside the ordinary course of business. We may register a security interest in the Goods on the Personal Property Securities Register, and we may recover Goods on which we have not been paid, including where we hold them for repair or service (see Full Terms of Trade for the lien and PPSA provisions).

9. Client responsibilities

You must:

• provide accurate instructions and contact details;
• provide safe, lawful and timely access to premises, systems, equipment, accounts and data;
• ensure that you have all necessary consents and rights to give us access to systems, devices, networks, data, accounts and third-party services;
• keep your own records, licences, credentials and backups;
• follow our reasonable instructions and supplier requirements;
• use the Services in accordance with our Acceptable Use Policy and any applicable third-party terms;
• promptly notify us of faults, security incidents, changes in requirements, billing issues or suspected unauthorised use;
• give us at least 14 days’ prior written notice of any change in ownership, business name, registered address, billing contact, payment details or other key business information; and
• ensure that your users comply with these Terms.

10. Remote support

Remote support allows our technicians to view, access or control your computer or system to assist with diagnosis and support. By requesting or accepting remote support, you authorise our technical support personnel to access and control the relevant computer or system for the support session or, for managed business services, through the agreed remote management agent.

Remote support may expose files, applications, credentials or personal information on your device or screen. Before a remote support session starts, you should close files, windows and applications containing personal or confidential information that is not relevant to the support request.

You are responsible for backing up data and applications before remote support begins. Remote support may not resolve the issue and may, in some cases, require further remote, workshop or onsite work.

We may use ScreenConnect, ConnectWise Control or another remote access tool. Remote access tools may allow diagnosis, desktop viewing or control, file transfer and deployment of a remote agent. You may ask us for information about disabling or removing the tool where it is not required for an ongoing managed service.

11. Onboarding and offboarding

Onboarding services, including account setup, licensing, configuration, migration and deployment, may attract one-off setup fees payable in advance or as stated in the quote.

Offboarding services are not included in standard service fees unless expressly stated. Offboarding assistance, including data export, documentation, transition meetings, account transfer support or training of a replacement provider, will be charged at our then-current rates unless agreed otherwise in writing.

We may withhold non-essential offboarding assistance where invoices are overdue, except to the extent required by law.

12. Third-party services, software and suppliers

Some Services incorporate, rely on or are delivered through third-party providers, including Microsoft, Telstra, internet service providers, NBN-related providers, cybersecurity vendors, monitoring vendors, cloud hosting providers, payment processors and software licensors.

Your use of Third-Party Services is subject to the relevant provider’s licence terms, terms of service, acceptable use policies, service descriptions, support policies and privacy terms. Those terms are incorporated into your agreement with us to the extent they apply to the service.

We are not responsible for outages, delays, faults, data loss, service degradation, price changes, feature changes or other failures caused by a third-party provider, except to the extent required by law.

If a third-party provider changes its terms, pricing, service scope or technical requirements, we may amend our fees, service descriptions or requirements on 30 days’ written notice or on any shorter notice required because of the provider’s change.

13. Service levels and support

Where a service level agreement applies, we will use reasonable efforts to meet the response and resolution targets set out in that agreement. Unless expressly stated as a service credit or guarantee, response and resolution targets are targets only and do not guarantee a particular outcome.

We will not be responsible for delay or failure caused by incomplete instructions, lack of access, corrupted or missing data, Client-side issues, third-party outages, force majeure events, unauthorised changes, unsupported systems, or your failure to follow reasonable instructions.

14. Data, backup and security

You remain responsible for your data, backups, business continuity, cyber risk settings and user access unless a particular managed backup, security or business continuity service is expressly included in your service schedule.

Even where we supply backup, security or monitoring services, no backup or security service is perfect. You should maintain appropriate governance, access controls, incident response plans, cyber insurance and recovery arrangements for your organisation.

We are not liable for loss, corruption or deletion of data, files, software or applications except to the extent caused by our breach of a non-excludable guarantee or where the law does not allow the liability to be excluded or limited.

15. Warranties, returns and consumer guarantees

You must inspect Goods and Services promptly and notify us of any evident defect, shortage, damage or non-compliance within 5 days of delivery or as soon as reasonably possible after the issue becomes apparent.

Nothing in these Terms excludes the Australian Consumer Law or any other non-excludable guarantee, warranty or right.

To the maximum extent permitted by law, and subject to any non-excludable guarantees, our liability for Goods or Services is limited to one or more of the following at our option: resupplying the Services; paying the cost of resupply; repairing or replacing Goods; or refunding the amount paid for the affected Goods or Services.

We may, at our discretion, accept non-defective Goods for return. A restocking and handling fee of up to 15% of the value of the returned Goods may apply, plus any freight, licensing or supplier cancellation fees.

16. Intellectual property

Unless agreed otherwise in writing, we retain ownership of intellectual property we create, design, develop or supply, including documents, designs, diagrams, scripts, configurations, processes, templates, automation, software, documentation and know-how.

Where we supply software or documentation for your use, we grant you a non-exclusive, non-transferable licence to use it for your own internal business purposes and subject to any applicable third-party licence terms.

You must not copy, modify, reverse engineer, decompile, disassemble, re-sell, sub-license, distribute or misuse software, documentation, systems or tools supplied by us, except to the extent permitted by law or agreed in writing.

17. Confidentiality and credentials

Each party must keep the other party’s confidential information confidential and use it only for the purpose of performing or receiving the Services, unless disclosure is required by law or authorised in writing.

You must protect usernames, passwords, tokens, keys, administrative credentials and other authorisation details. You must not store credentials insecurely or share them with unauthorised persons.

If we recommend that you change a password or identifier, you should avoid commonly known or easily guessed details such as names, birthdays or repeated passwords.

18. Suspension, default and debt recovery

If you do not pay an invoice by the due date, we may charge interest on overdue amounts at 2.5% per calendar month, calculated daily and compounding monthly at our discretion, to the extent permitted by law.

If you owe us money, you must indemnify us for reasonable costs and disbursements incurred in recovering the debt, including collection costs, legal costs and bank dishonour fees, to the extent permitted by law.

We may suspend or terminate Goods or Services if you breach these Terms, fail to pay on time, fail to maintain a payment authority, become insolvent, create a security risk, breach a supplier’s terms, or use the Services unlawfully or in breach of our Acceptable Use Policy. We will act reasonably and comply with any notice requirement that applies by law.

19. Cancellation and termination

Either party may terminate ongoing services for convenience by giving at least 60 days’ prior written notice, unless a different period is stated in the applicable service schedule or agreement.

You remain liable for fees during the notice period whether or not you continue to use the Services. If you give less than the required notice, we may invoice the balance of the notice period in lieu of notice.

If you terminate a fixed-term agreement early, you must pay all outstanding fees and an early termination fee equal to 50% of the fees payable for the remainder of the term, unless the applicable agreement states otherwise or the law does not permit the fee.

Cancellation of custom orders, non-stock items, special orders, licence commitments, third-party subscriptions or work already commenced may not be accepted or may attract supplier cancellation fees.

20. Website use

You may use our website for lawful business and personal purposes. You must not misuse the website, interfere with its security or operation, scrape it in an unreasonable way, introduce malware, attempt unauthorised access, or use content from the website in breach of intellectual property rights.

Website content is general information only. It is not specialist legal, financial, security or technical advice for your particular circumstances unless we have expressly agreed to provide such advice under a professional services engagement.

21. Privacy, credit reporting and direct marketing

We handle personal information in accordance with our Privacy Policy. By using our website or Services, you agree that we may collect, use, store and disclose information as described in that policy.

Where you apply for credit or commercial credit, or where you owe us amounts that are overdue, you consent to us obtaining a consumer or commercial credit report about you, exchanging credit information with other credit providers and trade referees, and providing information about you to credit reporting agencies, in accordance with the Privacy Act 1988 (Cth). The full credit reporting authorisations are set out in our Full Terms of Trade (PDF).

We may send service notices, security alerts, billing notices and other transactional communications. We will only send marketing communications where we have a lawful basis to do so and will provide an unsubscribe facility where required.

22. Complaints and disputes

Please contact us first if you have a concern about our Goods or Services. We will use reasonable efforts to resolve complaints promptly and fairly.

For telecommunications complaints, additional complaint handling rights may apply under our Telecommunications Service Terms. Residential and small business customers may also be able to contact the Telecommunications Industry Ombudsman if a telco complaint is not resolved after contacting us.

23. Changes to these Terms

We may update these Terms from time to time. Updated Terms take effect from the date they are published on our website or the date we notify you. If you request or continue to use Goods or Services after notice of a change, you will be taken to have accepted the updated Terms for future dealings.

24. Non-solicitation of our team

You must not, without our prior written consent, directly or indirectly solicit, entice, employ, engage, or attempt to employ or engage any person who is, or has been within the previous 12 months, an employee, contractor or agent of Res-Q IT and who was involved in providing Goods or Services to you.

If you breach this clause, you agree to pay us a placement fee equal to 50% of the relevant person’s total annual remuneration package (including salary, superannuation and other benefits) as liquidated damages, which both parties acknowledge to be a genuine pre-estimate of the loss we would suffer.

This clause continues to apply for 12 months after these Terms or the relevant engagement ends.

25. Governing law

These Terms are governed by the laws of Western Australia. Subject to any non-excludable rights or industry dispute resolution process, the parties submit to the jurisdiction of the courts in Western Australia and the Perth registry where applicable.

26. Contact

For questions about these Terms, contact Res-Q IT Services at [email protected] or call (08) 6555 6500.