1. Introduction and Acceptance

1.1 Parties

These Terms and Conditions ("Terms") form a legally binding agreement between SharpLync Pty Ltd ("SharpLync," "We," "Us," or "Our") and the customer ("Customer," "You," or "Your"), as identified in the Service Agreement, Quote, or Statement of Work ("SOW").

1.2 Acceptance

By accepting a Quote or SOW, engaging SharpLync for Services, or otherwise accessing and using Our Services, You agree to be bound by these Terms, Our Privacy Policy, and Our Remote Support Policy, as updated from time to time. We may update these Terms by providing at least 30 days' notice via email or Our website; continued use constitutes acceptance.

2. Provision of Services

2.1 Scope of Services

SharpLync agrees to provide the information technology services ("Services") strictly as described in the mutually agreed-upon SOW or Quote. Any additional or varied work requires a written variation signed by both parties and may incur extra fees.

2.2 Service Standards and Consumer Guarantees

Due Care and Skill: SharpLync will perform the Services with due care and skill and within a reasonable time.

Fitness for Purpose: The Services will be reasonably fit for any purpose expressly disclosed by You and agreed to by Us in writing.

Australian Consumer Law (ACL): Nothing in these Terms excludes rights under the ACL or other non-excludable laws. Liability for ACL breaches is limited to resupplying the Services or paying resupply costs, to the extent permitted.

3. Customer Responsibilities and Data Management

3.1 Necessary Access and Cooperation

You must provide timely, accurate information, access to premises, systems, equipment, and personnel as required. Delays from Your non-compliance may extend timelines and incur additional charges at Our standard rates.

3.2 Customer Responsibility for Security and Data Backup

You are solely responsible for Your systems' security and data backups, including compliance with Australian cyber security laws (for example, under applicable Commonwealth legislation).

Security: Maintain up-to-date anti-virus, firewalls, and access controls. SharpLync disclaims liability for breaches due to Your failures.

Data Backup: Unless a separate managed backup SOW exists, You handle all backups. SharpLync is not liable for data loss, corruption, or disclosure except for Our gross negligence or wilful misconduct, proven by You.

4. Financial Terms

4.1 Fees and Payment

Pay fees as per the SOW or Quote by the invoice due date. Overdue amounts accrue interest at 1.5% per month or the maximum lawful rate. All fees are exclusive of GST.

4.2 Suspension and Collection

We may suspend Services for non-payment after 7 days' notice, without breaching these Terms. You reimburse Our collection costs, including legal fees.

4.3 Retention of Title (Hardware) and PPSA

Retention of Title (ROT) and Purchase Money Security Interest (PMSI): Notwithstanding delivery, the title (legal ownership) of any hardware, equipment, or goods supplied, resold, or installed by SharpLync to the Customer (the "Goods") remains vested in SharpLync and does not pass to the Customer until the full price for those specific Goods and all other amounts owing by the Customer to SharpLync have been paid in full. This ROT constitutes a security interest and specifically a PMSI under the Personal Property Securities Act 2009 (Cth) (PPSA).

Risk: The risk of loss or damage to the Goods passes to the Customer upon delivery or installation.

Storage and Resale: Until payment is made, the Customer must store the Goods separately, ensuring they are clearly identified as the property of SharpLync. The Customer must not sell, lease, or dispose of the Goods unless agreed to in writing by SharpLync.

Repossession: If payment is not made by the due date or the Customer becomes insolvent, SharpLync may, without notice and without prejudice to any other rights, enter the Customer's premises (or any premises where the Goods are reasonably believed to be located) to repossess and resell the Goods. The Customer indemnifies SharpLync for any damage caused during repossession, provided such damage is not caused by Our gross negligence or wilful misconduct.

PPSA Acknowledgement and Waiver: The Customer acknowledges and agrees that SharpLync may register its security interest (including the PMSI) in the Goods and the proceeds thereof on the Personal Property Securities Register (PPSR). The Customer waives its right to receive any notice under the PPSA, including, but not limited to, a notice of verification statement under section 157 and a notice of enforcement event under section 121(4)(b).

Contracting Out: The Customer and SharpLync agree to contract out of sections 142 and 143 of the PPSA (rights to redemption of collateral).

5. Intellectual Property

All intellectual property created by SharpLync in providing Services vests in Us upon creation. We grant You a non-exclusive, revocable license for Your internal use only.

6. Limitation of Liability and Indemnity

6.1 Exclusion of Consequential Loss

To the maximum extent permitted by law (including the ACL), SharpLync excludes liability for indirect, special, consequential, or punitive damages, including loss of profits, data, business, or goodwill.

6.2 Cap on Liability

Our total liability (in contract, tort, or otherwise) is limited to the fees You paid for the relevant Services in the three (3) months preceding the claim, except for gross negligence or wilful misconduct.

6.3 Indemnity

You indemnify SharpLync, its officers, and agents against all claims, losses, liabilities, costs (including legal fees on an indemnity basis), arising from:

(a) Your misuse of Services;
(b) Breaches of Your obligations (for example, security, data, or access controls);
(c) Third-party claims from Your use, except to the extent caused by Our gross negligence or wilful misconduct.

SharpLync provides limited indemnity to You solely for third-party intellectual property infringement claims arising directly from Our Services, up to the liability cap.

7. Privacy and Remote Support Policies

7.1 Privacy Policy

Our Privacy Policy (available at /policies/privacy) governs data handling under the Privacy Act 1988 (Cth, Commonwealth of Australia). You consent to collection and use as described.

7.2 Remote Support Policy

Remote access follows Our Remote Support Policy. You authorise access and indemnify Us for related risks, in accordance with that policy.

8. Force Majeure

Neither party is liable for delays from events beyond reasonable control (for example, cyber attacks, natural disasters, power outages, or major network failures), provided notice is given and reasonable efforts are made to mitigate the impact.

9. Termination

9.1 Termination for Breach

Either party may terminate immediately if the other materially breaches these Terms (and does not remedy that breach within 14 days of written notice) or becomes insolvent.

9.2 Consequences

Upon termination: You must pay all fees due; Services cease; and sections 3, 4, 5, 6, 7, 9, 10 and 11 survive termination.

10. Dispute Resolution

Any dispute arising out of or in connection with these Terms will be submitted to arbitration administered by the Australian Centre for International Commercial Arbitration (ACICA) according to the ACICA Arbitration Rules. The seat of arbitration will be Brisbane, Queensland. This does not prevent either party from seeking urgent injunctive or interlocutory relief from a court of competent jurisdiction.

11. General Provisions

11.1 Governing Law

These Terms are governed by the laws of Queensland and the Commonwealth of Australia. The parties submit to the exclusive jurisdiction of the courts of Queensland and the Federal Court of Australia.

11.2 Entire Agreement

These Terms, together with any SOWs or Quotes, constitute the entire agreement between the parties in relation to the Services and supersede all prior discussions or understandings, whether written or oral.

11.3 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, that provision will be severed or read down to the minimum extent necessary, and the remaining provisions will continue in full force and effect.

Terms & Conditions