Standard Terms & Conditions

1. Acceptance, Scope and Precedence

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 the 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.

1.5 Invoice acknowledgement. Each invoice we issue references these Terms by URL. Payment of any invoice, or continued use of our services after receipt of an invoice referencing these Terms, constitutes acceptance of the version of these Terms published at the referenced URL at the time of payment or continued use.

2. Term, Renewal and Changes

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 90 days' written 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. We may update these Terms at any time by posting a revised version at the URL and notifying you (including by email or by reference on an invoice). Updated Terms are deemed accepted by you if you continue to use our services or pay any invoice issued after the updated Terms are published. For current fixed-term Orders, updated Terms take effect on the next renewal date unless the update is required by law (in which case it takes effect immediately). Where an update materially and adversely affects your rights under a current Order, we will give you at least 30 days' notice before the change takes effect.

3. Fees, Billing, Uplifts and Disputes

3.1 Billing cadence and payment terms. Billing cadence for each service is as stated in the applicable Order. All invoices are payable within 14 days of the invoice date unless the Order expressly states different payment terms.

3.2 Quantities and auto-adjustments. Fees automatically adjust pro-rata if user/device counts or other usage-based quantities change during a term. Counts and 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 average, with pro-rata adjustments applied in the next billing cycle or via an out-of-cycle invoice.

3.2A Minimum Committed Quantities. The quantities stated in the Order are the minimum committed quantities for users, devices, workloads or other usage-based items for that Order (Minimum Committed Quantities). You may increase quantities above the Minimum Committed Quantities at any time, and such increases are subject to reconciliation under clause 3.2. You may decrease quantities down to, but not below, the applicable Minimum Committed Quantities without our consent. Fees are calculated on the greater of (a) the actual reconciled quantity under clause 3.2, or (b) the applicable Minimum Committed Quantity. A reduction below a Minimum Committed Quantity requires our prior written agreement and may result in revised pricing or an amended Order. For the avoidance of doubt, reducing quantities to zero, or to a level that renders a service line inoperative, without following the termination process in clause 13 does not relieve you of your obligation to pay Fees calculated on the Minimum Committed Quantities for the balance of the then-current term.

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 the greater of 3.5% or the Consumer Price Index (CPI) for the preceding 12-month period. One-time Project Work is as quoted (no automatic uplift).

3.3A Third-party cost pass-through. Where a third-party vendor (including Microsoft, security vendors or other software and licensing providers) increases the price of a subscription, licence or service that we procure or manage on your behalf, we may pass on the vendor's price increase in full, regardless of the annual price review mechanism in clause 3.3. We will notify you of any such increase and, on request, provide reasonable evidence of the vendor's published price change. Third-party cost pass-throughs take effect from the date the vendor's increase applies to us or, if later, on your next billing cycle.

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. If any amount due under these Terms is not paid by the due date, we may: (a) charge interest on the overdue amount at the rate of 2% per annum above the Commonwealth Bank of Australia Corporate Overdraft Reference Rate, calculated daily from the due date until payment in full (inclusive of both dates); (b) charge a late payment administration fee of $100 per overdue invoice; (c) suspend services on notice; and (d) recover from you 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. Third-Party Supply and Dependencies

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. Services, Hours and Service Levels

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 9:00am to 5:00pm (WST), Monday to Friday, excluding Western Australia public holidays. Services outside Business Hours may be charged at after-hours rates if agreed.

5.3 Onsite expenses. Where Services are delivered onsite, reasonable incidental expenses (including but not limited to parking, tolls, and accommodation where applicable) are charged separately at cost.

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

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

5.6 No additional warranties. Except as expressly stated in an Order, all services are provided on a "reasonable endeavours" and "as-is" basis. To the maximum extent permitted by law, we disclaim all other warranties, conditions and representations (whether express, implied, statutory or otherwise), including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement. Without limiting the foregoing, we do not warrant that any service will be uninterrupted, error-free, or that it will detect or prevent all security threats. This clause does not limit clause 9.6 (non-excludable rights).

6. Cybersecurity, Data and Backups

6.1 Customer ownership of IT environment. You acknowledge and agree that you are the owner and controller of your IT environment, systems, data and security posture. Our role is to advise, implement and manage services as described in the applicable Order, but ultimate responsibility for your IT and cybersecurity outcomes remains with you at all times. You must implement and maintain reasonable internal controls, policies, and end-user practices, and cooperate with our recommendations. Your decision not to follow our recommendations does not create any liability for us.

6.2 Cyber incidents. We will use commercially reasonable efforts to assist with investigation and restoration of cyber incidents affecting your environment. However, we do not warrant or guarantee the prevention, detection, or containment of any cyberattack, data breach, ransomware event, or other security incident. No security measure eliminates all risk. You acknowledge that despite best efforts, security incidents may occur, and we are not liable for any loss, damage, cost or consequence arising from a cyber incident affecting your environment, except to the extent directly caused by our gross negligence or wilful misconduct.

6.3 Specific cyber and IT exclusions. Without limiting clauses 6.1 and 6.2, we are not liable for any loss or damage caused by or arising from: (a) your failure to act on a written recommendation from us that additions, changes or updates to your IT environment are required; (b) issues resulting from your use of infrastructure, networks, devices, internet connections, software or services that are not included in the scope of the applicable Order; (c) the failure or poor performance of your power source or power supply; (d) any additions, changes or modifications made to your operating systems, environment or equipment except where made or approved by us; (e) changes made by a third-party provider of software, services or equipment; (f) any third-party act, omission or circumstance including any cyberattack (including any cyberattack on the systems or services used by us to deliver the services), which results in unavailability of all or any part of your IT environment, whether malicious or not; (g) wilful damage by any person including any current or former member of your staff, employees or contractors; (h) any situation, event, outage, defect or other factor that impacts the availability or proper functioning of any component of your IT environment, where the impact is experienced not only by you but also by other businesses and users (including upstream provider outages, operating system update issues, or antivirus update issues); (i) any failure, defect, or unavailability of third-party cloud services (including Microsoft 365, Azure, or any other SaaS/IaaS/PaaS platform) we administer on your behalf; or (j) your decision not to purchase, implement or continue a service, product, security measure, upgrade or licence that we recommended to you in writing (including where the absence of that service, product or measure contributes to the loss or damage suffered).

6.4 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.

6.5 Data location. Unless the Order specifies otherwise, your data may be stored or processed in Australia or in the jurisdiction of any third-party cloud provider used to deliver the services. We will inform you on request of the countries in which your data is currently processed.

7. IP, Deliverables and Licences

7.1 Pre-existing IP. Each party retains ownership of its pre-existing intellectual property. For the avoidance of doubt, all intellectual property in your data, content, materials and systems that existed prior to or independent of our engagement remains yours.

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, scripts, automation and know-how remain ours.

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

8. Confidentiality and Privacy

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. A party may disclose Confidential Information to the extent required by law, regulation or court order, provided it gives the other party reasonable prior notice where permitted.

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

8.3 Data breach notification. If either party becomes aware of a data breach involving the other party's personal information or Confidential Information, it must notify the other party without undue delay (and in any event within 72 hours) and cooperate in investigation, mitigation and any mandatory notification under the Privacy Act 1988 (Cth) Notifiable Data Breaches scheme.

9. Liability and Risk Allocation

9.1 Advisory role. You acknowledge that our services are advisory, implementational and operational in nature. We assist you in managing your IT environment and security posture, but we are not an insurer, guarantor or underwriter of your systems, data, security or business operations. All risk associated with your IT environment, including the consequences of cyberattacks, data loss, system failures, downtime, and third-party breaches, remains with you.

9.2 Exclusions. To the maximum extent permitted by law, neither party is liable for indirect or consequential loss, loss of profit, revenue, data (except where backup services are expressly included in an Order), goodwill, anticipated savings, business interruption, or any loss arising from a cyberattack, data breach, ransomware event, or other security incident, however arising and whether in contract, tort (including negligence), statute or otherwise.

9.3 Aggregate liability cap. Subject to clauses 9.5 and 9.6, our total aggregate liability arising out of or in connection with these Terms and all Orders in any Contract Year is limited to 10% of the base Managed Services Fees actually paid by you in the 12 months immediately preceding the first event giving rise to the claim. For the avoidance of doubt, the base Managed Services Fees used to calculate this cap exclude fees for add-on services, Project Work, third-party subscriptions, IaaS, SaaS, hardware-as-a-service, and any pass-through costs.

9.4 Claims notification deadline. You must notify us in writing of any claim arising out of or in connection with the services within 14 days of becoming aware (or when you ought reasonably to have become aware) of the event giving rise to the claim. The notice must identify the event and the grounds for the claim in reasonable detail. If you fail to notify us within this period, we have no liability for that event. Related claims arising from the same event are aggregated for purposes of this clause.

9.5 Uncapped matters. The cap in clause 9.3 does not apply to: (a) your obligation to pay Fees and indemnities; (b) either party's liability for fraud, wilful misconduct or unlawful conduct; or (c) liability that cannot be limited by law.

9.6 Non-excludable rights. Nothing in these Terms excludes, restricts or modifies any consumer guarantee, condition, warranty or right implied or imposed by any law (including the Australian Consumer Law) that cannot lawfully be excluded or limited. Where permitted by law, our liability for breach of a non-excludable guarantee is limited to, at our election: (a) resupply of the relevant services; or (b) payment of the cost of having the services resupplied.

9.7 Customer indemnity. You indemnify us and our officers, employees, contractors and agents (Indemnified Parties) against all claims, demands, actions, suits, losses, damages, liabilities, costs, charges and expenses of any kind (including legal fees on a full indemnity basis, remediation costs, forensic investigation costs, and costs of regulatory compliance) arising directly or indirectly from or in connection with: (a) any cyberattack, data breach, ransomware event, phishing incident, system failure, service outage, data loss, data corruption, or security incident of any kind affecting your environment, systems or data; (b) any business interruption, lost revenue, reputational damage, or operational impact arising from or related to your IT environment; (c) your breach of these Terms or an Order; (d) your data, content, materials or communications infringing a third party's rights; (e) your use of services in a manner not authorised by these Terms or any applicable law; (f) any act, omission, negligence or wilful misconduct of your personnel, contractors, agents or end-users in connection with the services or your IT environment; (g) your failure to follow our recommendations, implement security controls we advise, or act on security advisories within recommended timeframes; (h) any claim by a third party (including your customers, employees, contractors, suppliers or regulators) arising from or related to your IT environment, systems, data or business operations; (i) any regulatory investigation, enforcement action, fine, penalty or infringement notice imposed on or directed at us in connection with your data, your use of the services, or your IT environment; (j) any damage to, or loss or destruction of, hardware, software, equipment or infrastructure in your environment; and (k) any other loss, damage, cost or liability of any nature arising from or connected with your IT environment or the services we provide to you, except to the extent directly and solely caused by our fraud or wilful misconduct.

9.8 Indemnity procedures. An Indemnified Party must: (a) promptly notify you of any claim; (b) not make any admission without your consent (not to be unreasonably withheld); and (c) give you reasonable cooperation and, at your request, conduct of the defence and settlement (provided no settlement imposes obligations on us without our consent).

9.9 Mitigation. Each party must take reasonable steps to mitigate its loss.

9.10 Survival. This clause 9 survives termination or expiry of these Terms and any Order.

10. Customer Obligations and Acceptable Use

10.1 General obligations. You must: (a) provide timely and accurate information, access and decisions we reasonably require to deliver the services; (b) designate authorised contacts with authority to approve changes and expenditure; (c) maintain current, valid licences for all third-party software and services in your environment; and (d) ensure your personnel, contractors and end-users comply with these Terms and any applicable vendor terms.

10.2 Security cooperation. You must implement and maintain reasonable security controls, including multi-factor authentication where recommended, and act on critical security advisories we issue within the timeframes specified. Failure to do so may limit our obligations and liability under clauses 6 and 9.

10.3 Prohibited conduct. You must not, and must ensure your end-users do not: (a) use the services for any unlawful purpose; (b) introduce malware, disable security controls, or circumvent access restrictions; (c) use the services to send unsolicited communications (spam); (d) interfere with the services or other customers' use; or (e) reverse-engineer, decompile or attempt to derive the source code of our tools or systems.

10.4 Consequences of breach. If you breach this clause 10 and fail to remedy the breach within 7 days of notice, we may suspend the affected services immediately and, if the breach is material, terminate under clause 13.

11. Dispute Resolution

11.1 Escalation. Before commencing formal proceedings, the parties must attempt to resolve any dispute in good faith by escalation to senior management (or equivalent) within 10 Business Days of written notice of the dispute.

11.2 Mediation. If the dispute is not resolved under clause 11.1 within 20 Business Days, either party may refer the dispute to mediation administered by the Resolution Institute (or its successor) in Perth, Western Australia. The costs of mediation are shared equally.

11.3 Litigation. If mediation does not resolve the dispute within 30 days of the mediator's appointment (or such longer period as the parties agree), either party may commence proceedings in accordance with clause 16.8 (Governing law).

11.4 Urgent relief. Nothing in this clause prevents a party from seeking urgent injunctive or interlocutory relief from a court of competent jurisdiction.

12. Transition and Exit Assistance

12.1 Transition period. On termination or expiry of any Order, and subject to clause 12.4, we will provide reasonable transition assistance for a period of up to 30 days at our then-current schedule of rates, to enable an orderly handover to you or a replacement provider.

12.2 Data return. Subject to clause 12.4, during the transition period, we will export and provide your data in a standard, commonly-used format. After the transition period, we will securely delete your data from our systems within 30 days unless retention is required by law.

12.3 Cooperation. Each party must cooperate in good faith during transition.

12.4 Condition precedent. Our obligations under clauses 12.1 and 12.2 are conditional on all outstanding Fees, invoices, transition charges and any other amounts owing to us being paid in full. We are not required to provide transition assistance, release data, or provide access to any systems, documentation or information until all amounts owing have been settled.

13. Suspension and Termination

13.1 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.

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

13.3 Termination for cause (customer). You may terminate an Order for our material breach that is not remedied within 15 Business Days of written notice specifying the breach, or immediately if we become insolvent.

13.4 Termination for cause (provider). We may terminate an Order immediately by written notice if: (a) you commit a material breach and fail to remedy it within 15 Business Days of written notice specifying the breach; (b) you fail to pay any amount due on the due date and the amount remains unpaid for 15 Business Days after written notice; (c) you become insolvent, enter administration or receivership, or have a winding-up petition presented against you; or (d) there is a change of control of your business.

13.5 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, 12.4, 13.5, 14, 15, 16 and 17) continue.

13.6 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 13.3 or our insolvency, you must immediately pay: (a) 50% of the remaining recurring Managed Services Fees that would have become payable for the balance of the Initial Term; and (b) 100% of 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 (reflecting, in the case of (a), our committed overhead, staffing and vendor costs that are not immediately recoverable on early termination) and are in addition to any other rights we may have under this Agreement.

13.7 Initial Term & renewal. Each Order continues for its Initial Term as stated in the Order. Unless either party gives at least 90 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).

14. Equipment, Title and PPSA

14.1 Equipment ownership. Where we supply equipment to you under a hardware-as-a-service, firewall-as-a-service or similar arrangement (Supplied Equipment), legal and beneficial title to the Supplied Equipment remains with us at all times. Supplied Equipment is not sold to you and must be returned to us on termination or expiry of the applicable Order in good working condition (fair wear and tear excepted). If you fail to return Supplied Equipment within 14 days of the Order ending, we may enter your premises on reasonable notice during business hours to collect it, and you grant us an irrevocable licence to do so.

14.2 Risk. Risk of loss, theft, damage or destruction of Supplied Equipment passes to you on delivery or installation (whichever is earlier) and remains with you until the Supplied Equipment is returned to us. You must maintain adequate insurance covering the Supplied Equipment against loss, theft and damage for its full replacement value.

14.3 Customer-purchased equipment. Where you purchase equipment from us outright (not under an as-a-service arrangement), title passes to you on payment in full. Risk passes on delivery.

14.4 Security interest. You acknowledge that these Terms and any Order under which we supply Supplied Equipment or retain title to goods constitute a security agreement for the purposes of the Personal Property Securities Act 2009 (Cth) (PPSA). You consent to us registering a financing statement on the Personal Property Securities Register in respect of any security interest arising under or in connection with these Terms. You waive your right under section 157 of the PPSA to receive a verification statement.

14.5 PPSA cooperation. You must: (a) do all things and sign all documents we reasonably require to facilitate registration and maintenance of any security interest on the register; (b) not register, or permit to be registered, a financing change statement in respect of a security interest contemplated by these Terms without our prior written consent; and (c) not create or allow any other security interest over the Supplied Equipment.

14.6 Contracting out. To the extent permitted by section 115 of the PPSA, you agree that the following provisions of the PPSA do not apply: sections 95, 96, 117, 118, 121(4), 125, 127, 129(2)-(3), 130, 132, 134(2), 135, 136(3)-(5), 137, 142 and 143. You waive any rights you may have under sections 120, 126(2), 128, 129(2)-(3), 131 and 132(4) of the PPSA.

15. Insurance and Non-Solicitation

15.1 Customer insurance obligations. You must maintain, at your own cost, current and adequate insurance policies that include: (a) public liability insurance of not less than $1 million per occurrence (or such other amount as stated in the Order); and (b) workers' compensation insurance as required by law. Your public liability policy must cover Lucente Personnel while they are present at your premises or any site under your control. You must provide evidence of current insurance to us on request.

15.2 Our insurance. We maintain professional indemnity and public liability insurance appropriate to the services we provide. Details are available on request.

15.3 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.

16. General

16.1 Force majeure. Neither party is liable for delay or failure to perform its obligations (other than payment obligations) due to events beyond its reasonable control, including natural disasters, pandemics, government actions, war, terrorism, internet or telecommunications failures, or power outages (Force Majeure Event). The affected party must: (a) notify the other party promptly; (b) take reasonable steps to mitigate the impact; and (c) resume performance as soon as practicable. If a Force Majeure Event continues for more than 60 days, either party may terminate the affected Order on written notice.

16.2 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.

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

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

16.5 Entire agreement. These Terms and the applicable Orders constitute the entire agreement between the parties and supersede all prior negotiations, representations, warranties and understandings relating to the subject matter.

16.6 Waiver. A waiver of any right or remedy is only effective if given in writing and does not operate as a waiver of any other or subsequent right or breach.

16.7 Relationship of parties. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship.

16.8 Governing law. These Terms are governed by the laws of Western Australia. Subject to clause 11 (Dispute Resolution), each party submits to the exclusive jurisdiction of the courts of Western Australia.

17. Definitions

Business Hours has the meaning in clause 5.2.

Commencement Date means, in respect of an Order, the date specified as such in the Order or, if not specified, the date on which we first commence delivery of services under that Order.

Confidential Information means information of a confidential nature disclosed by a party, but excludes information that: (a) is or becomes publicly available other than through a breach of these Terms; (b) was known to the receiving party before disclosure; (c) is independently developed by the receiving party without reference to the disclosing party's information; or (d) is lawfully received from a third party without restriction on disclosure.

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.

Force Majeure Event has the meaning in clause 16.1.

Indemnified Parties has the meaning in clause 9.7.

Initial Term means, in respect of an Order, the initial fixed term stated in that Order.

Lucente Personnel means our employees, contractors, subcontractors, consultants, agents, representatives and any other individuals engaged by or on behalf of us to perform or assist with the services.

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

Managed Services Fees means the base recurring monthly or periodic fees for Managed Services as stated in an Order, excluding add-on services, Project Work fees, third-party subscription pass-through costs, IaaS/SaaS/PaaS consumption charges, and hardware-as-a-service fees.

Minimum Committed Quantity has the meaning in clause 3.2A.

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.

Supplied Equipment has the meaning in clause 14.1.

Third-Party Materials means software, content, services or products provided by a Vendor and made available to you as part of, or in connection with, the services.

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