"Agreement" means these Terms & Conditions together with any Service Agreement, Statement of Work, or accepted quote issued by us.
"You" / "Client" means the individual or business entity engaging Unifill IT for services.
"We" / "Us" / "Unifill IT" means Unifill IT Services Pty Ltd (ABN: 16 643 185 219) of Tarneit, VIC 3029.
"Services" means the managed IT support, network, server, cloud, cybersecurity, website development, and any other IT services we provide to you as described on our website or in a Statement of Work.
"Goods" means hardware, software, licences, consumables, or other products we procure or supply to you.
"Statement of Work" (SOW)" means a written document detailing the scope, deliverables, timeline, and pricing for a specific project.
"Fees" means the charges payable for Services and/or Goods as set out in a quote, SOW, or our published pricing.
An agreement between you and Unifill IT is formed when you:
These Terms & Conditions apply to all engagements unless a separate written agreement expressly overrides specific clauses.
You must be at least 18 years of age to engage our services. If you are acting on behalf of a business, you warrant that you have full authority to bind that business to this Agreement.
You agree to provide accurate and complete information about your IT environment and requirements. Unifill IT is not liable for issues arising from information you provide that is inaccurate, incomplete, or misleading.
Ongoing managed IT services are provided under a separate Managed Services Agreement (MSA). The MSA sets out specific service levels, response times, scope, and pricing. In the event of any conflict between this document and the MSA, the MSA prevails.
IT project services (such as office relocations, server migrations, cloud migrations, and network refreshes) are delivered under a Statement of Work. We will not commence project work until a SOW has been accepted by you.
Ad-hoc support is charged at our published hourly rate or as agreed in writing prior to commencement. A minimum call-out fee applies to on-site visits as specified in our current pricing schedule.
Website design and development services are provided under a separate SOW. Final ownership of the completed website and custom code transfers to you upon receipt of full payment. Third-party software, themes, and plugins remain subject to their respective licence agreements.
All fees are as quoted in writing or as listed in our current pricing schedule. All fees are in Australian dollars and exclusive of GST unless otherwise stated. GST will be added to all invoices where applicable under the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
We will issue invoices as follows unless otherwise agreed in your SOW or MSA:
Payment is due within 14 days of the invoice date, unless otherwise stated in the SOW or MSA. We accept payment by bank transfer (EFT) or credit card.
If an invoice is not paid by the due date, we reserve the right to:
If you dispute any part of an invoice, you must notify us in writing within 7 days of receipt, specifying the amount disputed and the reasons. You must pay any undisputed amount by the due date.
To enable us to deliver services effectively, you agree to:
You are responsible for maintaining adequate backups of all your data. While we take all reasonable care when working on your systems, Unifill IT is not liable for any data loss that occurs during the provision of services, including as a result of hardware failure, software fault, or human error, unless such loss is directly caused by our gross negligence or wilful misconduct.
Where we provide data backup and disaster recovery services under an MSA or SOW, the scope, recovery time objectives (RTO), and recovery point objectives (RPO) will be specified in that agreement. We do not guarantee 100% data recovery in all circumstances.
We treat all data belonging to your business as confidential. Our staff and contractors are bound by confidentiality obligations. We will not access, use, or disclose your business data except as necessary to provide services to you, or as required by law. See our Privacy Policy for further information.
All tools, methodologies, templates, scripts, and pre-existing intellectual property developed or owned by Unifill IT remain our property. We grant you a non-exclusive licence to use any such materials solely to the extent necessary to benefit from the services we deliver to you.
All data, documents, branding, and materials you provide to us remain your property. We will only use them to deliver services under this Agreement.
Unless otherwise agreed in writing, ownership of custom deliverables (such as bespoke scripts, configurations, or website code created specifically for you) transfers to you upon receipt of full payment for those deliverables.
We may recommend, procure, or configure third-party software, hardware, or cloud services on your behalf. You acknowledge that:
We warrant that services will be provided with reasonable care and skill, and that goods supplied will be fit for the purpose for which they are intended, in accordance with the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)).
Nothing in this Agreement excludes, restricts, or modifies any right or remedy you may have under the Australian Consumer Law (ACL) that cannot lawfully be excluded. Where the ACL permits us to limit our liability for a failure to comply with a consumer guarantee, we limit our liability to:
We do not provide any warranty in relation to third-party hardware or software beyond the manufacturer's or vendor's warranty. We will assist you in pursuing manufacturer warranty claims where reasonably practicable.
To the maximum extent permitted by law:
These limitations do not apply to liability that cannot be excluded under the Australian Consumer Law or any other applicable law, or to liability arising from our fraud or wilful misconduct.
Where we provide cybersecurity assessments, audits, or managed security services:
Project engagements conclude upon delivery of all SOW deliverables and receipt of final payment.
The term for managed IT services is specified in the MSA. Either party may terminate the MSA by providing the notice period specified in that agreement (typically 30 days written notice).
Either party may terminate this Agreement with immediate effect by written notice if the other party:
On termination:
Both parties agree to keep confidential all non-public information of the other party obtained in connection with this Agreement, and not to disclose such information to third parties without prior written consent, except as required by law or as necessary to perform obligations under this Agreement.
This obligation survives termination of the Agreement for a period of two (2) years.
If a dispute arises in connection with this Agreement, the parties agree to attempt to resolve it as follows:
Nothing prevents either party from seeking urgent interlocutory or injunctive relief from a court at any time.
This Agreement is governed by the laws of Victoria, Australia. Both parties submit to the non-exclusive jurisdiction of the courts of Victoria.
This Agreement (together with any SOW, MSA, or accepted quote) constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior representations, negotiations, or agreements.
We may update these Terms & Conditions from time to time. We will notify existing managed service clients of material changes with 30 days written notice. The current version is always available at unifill.com.au.
A failure by either party to exercise or enforce any right under this Agreement does not constitute a waiver of that right.
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or removed to the minimum extent necessary, and the remaining provisions will continue in full force and effect.
Neither party is liable for any failure or delay in performing its obligations under this Agreement where that failure or delay is caused by circumstances beyond its reasonable control, including natural disasters, pandemics, government actions, power outages, or internet or telecommunications failures. The affected party must notify the other party promptly and take reasonable steps to mitigate the impact.
We may subcontract aspects of the services to trusted third parties, provided we remain responsible for the quality of services delivered to you. We will not subcontract the entirety of a project without your consent.