Applies ToAll Ventrix Digital service engagements
Governing LawQueensland, Australia
These Terms of Service ("Terms") govern the provision of managed IT services, professional services, and related services by Ventrix Digital ("we", "us", "our") to the Customer ("you", "your"). Together with the applicable Service Order, Proposal or Statement of Work, these Terms form the entire Agreement between the parties.
By accepting a Service Order, paying a deposit or invoice, or commencing to receive Services, you agree to be bound by these Terms.
A full copy of these Terms is available as a PDF on request from legal@ventrixdigital.com.au.
1. Agreement
1.1 These Terms apply to all Services supplied by Ventrix Digital to the Customer. Each Service Order accepted by the Customer forms a binding Agreement incorporating these Terms.
1.2 An Agreement is formed when: (a) the Customer signs and returns a Service Order or Proposal; (b) the Customer pays a deposit or first invoice; or (c) the Customer commences receiving Services — whichever occurs first.
1.3 In the event of any inconsistency between these Terms and a Service Order, the Service Order will prevail to the extent of the inconsistency.
1.4 A Quotation or Proposal is open for acceptance for thirty (30) days from the date of issue, after which it lapses unless extended by us in writing.
1.5 We may update these Terms from time to time. Updated Terms will apply to new Service Orders entered into after the date of the update. We will notify you of material changes with thirty (30) days' written notice.
2. Term and Renewal
2.1 Each Agreement commences on the Commencement Date specified in the Service Order, or if no date is specified, on the date we first provide the Services.
2.2 Unless a Minimum Period is specified in a Service Order, all managed services engagements are month-to-month and may be terminated by either party on thirty (30) days' written notice.
2.3 Where a Minimum Period is specified, upon expiry the Agreement will automatically renew on a month-to-month basis until either party provides thirty (30) days' written notice of termination prior to the end of a renewal month.
2.4 Professional services and project engagements continue until delivery of the agreed deliverables, unless otherwise specified in a Service Order.
3. Supply of Services
3.1 We will supply the Services described in the applicable Service Order materially in accordance with these Terms and any agreed Specifications.
3.2 The Customer must provide all reasonable cooperation, access, permissions and information necessary for us to supply the Services, including timely access to systems, networks, equipment and premises; administrative credentials; prompt responses to requests; and access for our personnel where on-site services are required.
3.3 Where the Customer's failure to provide cooperation or access causes delay or additional cost, we may charge for reasonable additional time and costs incurred, and agreed timelines will be extended accordingly.
3.4 We are not responsible for services, systems or components outside the agreed scope, including third-party systems or items expressly excluded from the Service Order.
3.5 We may engage subcontractors to assist in delivery of Services and remain responsible for their acts and omissions.
4. Support Hours and Response
Business HoursMonday to Friday, 8:00am – 6:00pm AEST/AEDT (excluding Queensland public holidays)
Standard SupportIncluded in monthly fee — provided during Business Hours
After-Hours SupportAvailable on request — charged at after-hours hourly rate plus callout fee as per Service Order
After-Hours PeriodOutside Business Hours, including weekends and Queensland public holidays
Response TimesBest endeavours basis unless specific SLAs are agreed in the Service Order
4.5 Response times may be affected by the nature and complexity of the issue, availability of third-party vendors, and factors outside our reasonable control.
5. Fees and Payment
Managed ServicesInvoiced monthly in advance — due on the first day of each month
Ad Hoc / Professional ServicesInvoiced on completion or agreed milestones — payment due within 14 days
Project DepositsUp to 50% of estimated project value may be required before work commences
GSTAll Fees are exclusive of GST — GST added to invoices where applicable
Late PaymentService suspension rights after 7 days overdue + RBA cash rate + 6% interest + full indemnity recovery costs
Fee IncreasesNo more than once per 12 months — 30 days written notice required
5.4 All invoices must be paid in full without set-off, counterclaim or deduction other than as required by law.
5.7 Where third-party vendor costs (including Microsoft 365 licensing or cloud platform costs) increase during the term, we may pass through such increases to the Customer on provision of supporting documentation.
6. Customer Obligations
The Customer must maintain a suitable IT environment; ensure end users comply with security policies; notify us of changes to their environment; maintain current software licences; implement adequate backup procedures; promptly notify us of security incidents; and not engage conflicting IT providers without our consent.
Authorised users must not share credentials, install unauthorised software on managed devices, bypass security controls, or use Services for any unlawful purpose.
7. Equipment
7.1 Equipment owned by the Customer remains the Customer's property. An Agreement does not transfer title to Customer equipment to Ventrix Digital.
7.2 Equipment owned or provided by Ventrix Digital remains our property at all times unless otherwise agreed in writing.
7.4 Upon termination, the Customer must promptly return any Ventrix Digital equipment in its possession in good working order (fair wear and tear excepted).
8. Customer Data
8.1 All Customer Data remains the property of the Customer. An Agreement does not transfer any rights in Customer Data to Ventrix Digital.
8.2 We handle Customer Data in accordance with our Privacy Policy and the Privacy Act 1988 (Cth).
8.5 Data loss can occur despite best practices. Except where we expressly agree in a Service Order to provide backup services, the Customer is solely responsible for maintaining adequate data backups. We exclude all liability for data loss unless directly caused by our gross negligence or wilful misconduct.
9. Intellectual Property
9.1 All intellectual property in our tools, methodologies, documentation, scripts, processes and systems remains our property. Nothing in an Agreement transfers Ventrix Digital IP to the Customer.
9.2 All intellectual property in the Customer's data, systems and pre-existing materials remains the Customer's property.
9.5 Custom scripts or configurations developed specifically for the Customer remain owned by Ventrix Digital unless otherwise agreed in writing in a Service Order.
10. Confidentiality
Each party must keep the other party's Confidential Information strictly confidential and must not use or disclose it except to perform Agreement obligations, to personnel who need to know, or as required by law. Confidentiality obligations survive termination for three (3) years.
11. Acceptable Use
The Customer must not use the Services to breach any law; infringe intellectual property or privacy; transmit malware or harmful code; conduct unauthorised penetration testing; make fraudulent representations; or interfere with the performance of the Services. We may immediately suspend Services for breach of this clause.
12. Liability
12.1 To the maximum extent permitted by law, we exclude all liability for loss of profits, revenue, business, data, savings or opportunity; consequential or indirect loss; loss caused by the Customer's own failures; loss caused by third-party systems; or service interruption from causes beyond our control.
12.2 Our aggregate liability for all claims arising under an Agreement is limited to the total Fees paid by the Customer in the three (3) months immediately preceding the event giving rise to the claim.
12.3 Where liability cannot be excluded under the Australian Consumer Law, our liability is limited at our option to resupplying the Services or paying the cost of resupply.
12.4 Nothing in these Terms excludes rights that cannot lawfully be excluded, including under the Australian Consumer Law.
13. Indemnity
The Customer indemnifies Ventrix Digital against all claims, losses, costs and expenses arising from the Customer's breach of these Terms or applicable law; misuse of the Services; third-party claims arising from the Customer's acts or omissions; or inaccurate information provided by the Customer.
14. Insurance
14.1 Ventrix Digital maintains appropriate public liability and professional indemnity insurance during the term of each Agreement. Cyber liability insurance will be maintained as the business grows. Details available on request.
14.3 The Customer is responsible for maintaining its own appropriate insurance coverage.
15. Force Majeure
Neither party is liable for failure to perform obligations caused by events beyond their reasonable control (including natural disaster, pandemic, power outage or third-party internet failure). If a Force Majeure Event continues for more than forty-five (45) days, either party may terminate the affected Agreement without liability. Force Majeure does not affect payment obligations for Services already delivered.
16. Termination
16.1 Either party may terminate an Agreement for convenience with thirty (30) days' written notice.
16.2 Either party may terminate immediately if the other party commits a material breach not remedied within fourteen (14) days of written notice; commits an irremediable breach; suffers an Insolvency Event; or undergoes a Change of Control without consent.
16.3 We may suspend or terminate Services immediately for non-payment after seven (7) days of a payment reminder; breach of Acceptable Use; or where continued provision creates a legal, security or reputational risk.
16.4 On termination: all outstanding Fees remain payable; Confidential Information must be returned or destroyed; Ventrix Digital equipment must be returned; and provisions that survive termination (confidentiality, liability, indemnity, dispute resolution, payments) continue in full force.
17. Transition Assistance
On termination, we will provide reasonable transition assistance for up to thirty (30) days at our standard hourly rates, including documentation of system configurations. We are not obligated to provide access to proprietary Ventrix Digital tools or systems.
18. Dispute Resolution
Before commencing court proceedings, parties must: give written notice of the dispute; attempt resolution by senior representatives within ten (10) Business Days; and if unresolved within twenty (20) Business Days, refer to mediation through the Resolution Institute. This clause does not prevent urgent interlocutory relief.
19. Non-Solicitation
During the term and for twelve (12) months following expiry or termination, neither party may directly solicit or employ the other party's personnel who were involved in the Agreement, without prior written consent. This does not apply to responses to general public advertisements.
20. Notices
All notices must be in writing and delivered by email or post to the address specified in the Service Order. Email notices are effective the next Business Day after transmission (absent delivery failure). Postal notices are effective five (5) Business Days after posting within Australia.
21. General
These Terms are governed by the laws of Queensland, Australia. The parties submit to the non-exclusive jurisdiction of the Queensland courts. Invalid provisions are severed without affecting the remainder. The parties are independent contractors. These Terms, together with the applicable Service Order, constitute the entire agreement between the parties.
22. Key Definitions
AgreementThese Terms together with an accepted Service Order
Business HoursMonday to Friday 8:00am – 6:00pm AEST/AEDT, excluding Queensland public holidays
CustomerThe entity identified in the applicable Service Order
Customer DataAll data owned by or relating to the Customer processed in connection with the Services
FeesThe fees and charges specified in a Service Order or Proposal
Force Majeure EventEvents beyond a party's reasonable control including natural disaster, pandemic, power outage or third-party failures
Insolvency EventInsolvency, bankruptcy, administration, receivership, liquidation or inability to pay debts
Service OrderA Proposal, Quotation or Statement of Work issued by Ventrix Digital and accepted by the Customer
ServicesManaged IT services, professional services and related services described in a Service Order
Ventrix Digital IPAll intellectual property in our tools, methodologies, scripts, processes, documentation and systems
The full Terms of Service document including complete definitions is available on request from legal@ventrixdigital.com.au.
Questions About These Terms?
LocationBrisbane, Queensland, Australia
These Terms of Service are provided for informational purposes. Ventrix Digital recommends that clients seek independent legal advice before entering into any service agreement.