Standard Terms & Conditions

1.1 Acceptance. These Standard Terms & Conditions (Terms) apply to all services, subscriptions, deliverables, equipment, software licences and related activities supplied by Enabled Co Pty Ltd (we/us) to any customer (you). You accept these Terms when you: (a) sign or accept any proposal, quote or Statement of Work (each an Order); (b) issue a purchase order referencing an Order we provided; (c) pay any invoice; or (d) access or use our services after we notify you of these Terms.

1.2 Online Terms. Each Order incorporates the Terms published at enabled.co/terms (or any successor URL we notify). If an Order omits the URL, these Terms still apply.

1.3 Customer terms excluded. Your standard purchase terms do not apply unless we expressly agree in writing.

1.4 Precedence. If there is any inconsistency, the following order prevails: (1) a mutually signed master agreement (if any); then (2) the Order (including any service description or Statement of Work); then (3) these Terms; then (4) any policies referenced in the Order.

2.1 Framework duration. These Terms start on the earliest acceptance event in clause 1.1 and continue until all Orders expire or are terminated.

2.2 Managed Services terms. Each Managed Services Order runs for the initial term stated in the Order (Initial Term), then renews for successive 12-month periods unless either party gives 30 days’ notice before the end of the then-current term.

2.3 Change control. Changes to scope, volumes, configuration or timelines must be agreed through change control and may be chargeable.

2.4 Updates to Terms (website). We may update these Terms by posting a revised version at the URL. Changes do not apply to a current fixed-term Order unless required by law or agreed in writing. For Managed Services, changes take effect on the next renewal after 30 days’ notice.

3.1 Billing cadence. Unless the Order states otherwise: (a) Managed services are billed six‑monthly (bi‑annual) in advance; (b) Subscription software and hardware‑as‑a‑service are billed annually in advance; and (c) Project Work (including professional services) is invoiced as performed. All invoices are payable within 14 days of the invoice date.

3.2 Quantities and auto-adjustments. Fees automatically adjust pro-rata if user/device counts or other usage-based quantities change during a term; adjustments appear on the next billing cycle. Counts & True-Up: Managed service quantities (e.g., users, devices, protected workloads) are reconciled monthly based on the greater of the month-end snapshot or prior month’s average, with pro-rata adjustments applied in the next billing cycle.

3.3 Annual price review (recurring services). On each anniversary of the Commencement Date for a recurring service, our recurring service Fees and schedule of rates increase by 5%. One-time Project Work is as quoted (no automatic uplift).

3.4 GST and other taxes. Fees are exclusive of GST and applicable taxes, which you must pay in addition.

3.5 Deposits & large Orders. We may require deposits for equipment, licensing, or large projects as stated in the Order (including prepayment for software terms placed on your behalf).

3.6 Disputed invoices. You must notify invoice disputes within 7 days of receipt, identifying the disputed amount and reasons. You must pay the undisputed portion by the due date.

3.7 Late payment. We may suspend services on notice for overdue amounts. You must also pay interest at the rate permitted by law and all reasonable costs we incur in recovering any overdue amount, including debt‑collection agency commissions and legal costs on a full indemnity basis.

3.8 Conditional discounts. Any promotional or conditional discounts specified in an Order apply only if you complete the Initial Term for that Order. If the Order ends early due to your breach or insolvency, any waived or discounted Fees (including onboarding) become payable on a pro-rata basis to the end of the Initial Term.

4.1 Vendor terms. Where services include or rely on third-party or cloud services (for example, Microsoft), you must comply with the relevant vendor terms and licensing rules. We do not control vendor availability, functionality or roadmap.

4.2 No responsibility for vendor outages. We are not responsible for vendor defects, interruptions or deprecations; we provide reasonable assistance within scope to help you engage the vendor.

4.3 Unexpired commitments. If an Order ends early for any reason, you must pay all unexpired third-party subscription commitments we placed for your benefit (and any related early-termination charges imposed by the vendor).

5.1 Scope of services. Services and deliverables are as described in the applicable Order. Unless expressly included in an Order, the services exclude application administration, bespoke software development, unsupported or vendor end‑of‑life hardware or software, and any non‑IT business systems.

5.2 Business Hours. Our standard Business Hours are 8:30am to 5:00pm (AWST), Monday to Friday, excluding Western Australia public holidays. Services outside Business Hours may be charged at after-hours rates if agreed.

5.3 Dependencies. Our performance depends on your timely information, access (including remote access), decisions and approvals.

5.4 Service levels. Any service targets are measured during Business Hours and exclude force majeure and third-party/vendor outages.

6.1 Shared responsibility. Security is a shared responsibility. You must implement and maintain reasonable internal controls, policies, end-user practices, and cooperate with our recommendations.

6.2 Cyber incidents. We will use commercially reasonable efforts to assist with investigation and restoration, but we do not warrant prevention of cyberattacks or recovery of all data.

6.3 Backups. Unless expressly included in an Order, you are responsible for backups and retention policies. If backup services are included, our obligation is to operate the agreed backup tooling and report status; data restore success cannot be guaranteed. Retention, Recovery Point Objective (RPO), and Recovery Time Objective (RTO) are as specified in the Order.

7.1 Pre-existing IP. Each party retains ownership of its pre-existing intellectual property.

7.2 Deliverables. On full payment of applicable Fees, we grant you a non-exclusive, royalty-free licence to use the Deliverables for your internal business purposes. Our tooling, templates, methods and know-how remain ours.

7.3 Third-party materials. Third-party software and content are licensed subject to their own terms.

8.1 Confidentiality. Each party must keep the other’s Confidential Information confidential and use it only to perform or receive the services. These obligations survive for 3 years after termination.

8.2 Privacy. Each party must comply with applicable privacy laws in connection with personal information processed under an Order.

9.1 Exclusions. To the maximum extent permitted by law, neither party is liable for indirect or consequential loss, loss of profit, revenue, data, goodwill, or business interruption.

9.2 Managed Services liability cap (only). For Managed Services claims, our aggregate liability arising from or in connection with the relevant Managed Services in a Contract Year is capped at the lesser of (a) AUD $10,000, or (b) 10% of the Fees you paid for those Managed Services in the 6 months prior to the event giving rise to the claim.

9.3 Project Work. No contractual liability cap applies to Project Work under these Terms (other than any non-excludable rights required by law). The exclusions in clause 9.1 still apply.

9.4 Non-excludable rights. Nothing in these Terms excludes, restricts or modifies any consumer guarantees, warranties or rights that cannot be excluded under the Australian Consumer Law. Where permitted, our liability for breach of a non-excludable guarantee is limited to resupply or the cost of resupply of the services.

10.1 Suspension. We may suspend services on reasonable notice if: (a) you are in material breach (including non-payment), (b) there is a security or operational risk, or (c) to comply with law or vendor requirements.

10.2 Termination for convenience. We may terminate any or all Orders for convenience on 90 days’ written notice.

10.3 Termination for cause (customer). You may terminate an Order for our material breach that is not remedied within 30 days of notice, or immediately if we become insolvent.

10.4 Consequences. On termination or expiry: (a) you must pay Fees for services performed and any unexpired third-party commitments; (b) each party returns or destroys the other’s Confidential Information on request; and (c) clauses intended to survive (including 4, 6, 7, 8, 9, 10.4 and 12) continue.

10.5 Early termination fee (customer convenience). If you terminate or purport to terminate any recurring service (including managed services, subscription software, or hardware‑as‑a‑service) before the end of its Initial Term for any reason other than our un‑remedied material breach under clause 10.3 or our insolvency, you must immediately pay: (a) all remaining recurring Fees that would have become payable for the balance of the Initial Term; and (b) any unexpired third‑party subscription, licensing or hardware‑as‑a‑service commitments we placed for your benefit. These amounts are a genuine pre‑estimate of our loss and are in addition to any other rights we may have under this Agreement.

10.5 Initial Term & renewal. Each Order continues for its Initial Term as stated in the Order. Unless either party gives at least 30 days’ written notice before the end of the Initial Term (or any subsequent renewal term), the Order automatically renews for a further 12-month period on the same terms (including pricing uplift if applicable).

11.1 Staff hire. You must not solicit or hire our personnel involved in the services during the term and for 12 months after, without our consent. If you do, you must pay liquidated damages equal to one (1) year of the person’s total salary cost. This is a genuine pre-estimate of loss.

12.1 Force majeure. Neither party is liable for delay or failure due to events beyond reasonable control; affected obligations are suspended for the duration.

12.2 Assignment. You must not assign an Order without our consent (not to be unreasonably withheld). We may novate or assign to a related entity or in connection with a restructure or sale on notice.

12.3 Notices. Notices must be in writing and sent to the contacts stated in the Order or otherwise notified. Email is sufficient.

12.4 Severability. If any term is invalid, the remainder remains effective.

12.5 Governing law. These Terms are governed by the laws of Western Australia. Each party submits to the exclusive jurisdiction of the courts of Western Australia.

Business Hours — has the meaning in clause 5.2.

Confidential Information — means information of a confidential nature disclosed by a party.

Contract Year — means each 12‑month period from the Commencement Date of a Managed Services Order.

Deliverables — means the outputs specified in the Order.

Fees — means the amounts payable under an Order.

Managed Services — means any recurring service under an Order (including support, monitoring, subscriptions we administer).

Order — means a signed or accepted proposal, quote or Statement of Work.

Project Work — means one‑time or time‑boxed professional services delivered under an Order.

Vendor — means a third‑party supplier of software, cloud or hardware.