General Terms and Conditions

1.1 These General Terms and Conditions ("Terms") govern the supply of services by ITBoss Pty Ltd (ABN 69 691 786 348) ("ITBoss", "we", "our", or "us") to any client, customer, business, organisation, or entity ("Client", "you", or "your").

1.2 By engaging ITBoss for any services, requesting a quotation, approving a proposal, paying an invoice, issuing instructions, or otherwise authorising commencement of work, you acknowledge and agree to be legally bound by these Terms.

1.3 These Terms apply to all services provided by ITBoss unless otherwise agreed in writing.

2.1 ITBoss provides technology consulting and project-based IT services including but not limited to:

• Cloud migrations
• Microsoft 365 implementation
• Microsoft Intune implementation
• Endpoint management
• SharePoint migrations
• Infrastructure deployment
• Network design and implementation
• Cybersecurity-related configuration
• White-label project delivery
• Ad-hoc IT support
• Technical consulting
• Digital business setup services
• Website setup and deployment assistance
• Technology project services

2.2 ITBoss does not provide managed services unless expressly agreed in writing.

3.1 All quotations issued by ITBoss are valid for seven (7) calendar days unless otherwise specified.

3.2 Quotations are based on information supplied by the Client. Any variation to scope, timelines, assumptions, deliverables, dependencies, or requirements may result in revised pricing and additional charges.

3.3 A quotation is deemed accepted where the Client: approves the quotation in writing; provides verbal approval; issues a purchase order; pays a deposit; or instructs ITBoss to commence work.

3.4 ITBoss reserves the right to revise quotations where: project scope changes; third-party pricing changes; additional work becomes necessary; inaccurate information was supplied; or environmental conditions differ from those disclosed.

3.5 Certain project-based engagements may also be governed by a Statement of Work ("SOW"), proposal, project plan, scope document, implementation plan, or other supporting documentation issued by ITBoss.

3.6 Where a Statement of Work or supporting project documentation exists, it forms part of these Terms and must be read together with them.

4.1 Unless otherwise agreed in writing, all invoices are due upon receipt.

4.2 For project-based work: a minimum fifty percent (50%) deposit is required prior to commencement; the remaining balance is payable immediately upon completion unless milestone billing applies.

4.3 ITBoss reserves the right to pause, delay, suspend, or withhold services where invoices remain unpaid.

4.4 Late payments may incur: interest charges; recovery costs; legal fees; debt collection costs; and administrative charges.

4.5 Ownership, administrative control, credentials, configurations, documentation, deliverables, and intellectual property remain with ITBoss until all invoices are paid in full.

4.6 ITBoss reserves the right to suspend access to systems, administrative portals, project deliverables, cloud environments, documentation, or ongoing services where invoices remain unpaid beyond the due date.

4.7 The Client indemnifies ITBoss for all reasonable costs incurred in recovering overdue amounts, including legal fees, debt collection costs, recovery expenses, and administrative costs.

5.1 The Client must: provide timely access to systems, personnel, and infrastructure; cooperate with project requirements; provide approvals promptly; maintain effective communication; and ensure authorised representatives are available where required.

5.2 ITBoss is not responsible for delays caused by: client-side delays; internet outages; cloud provider outages; licensing issues; supplier delays; third-party vendor failures; or failures of external systems.

5.3 Delays caused by the Client may result in: revised timelines; additional charges; rescheduling fees; or suspension of work.

5.4 Unless otherwise agreed in writing, projects are deemed accepted and completed: upon handover; production deployment; client usage of the delivered solution; or five (5) business days after delivery, whichever occurs first.

5.5 The Client warrants that any person approving quotations, variations, purchases, access requests, or project instructions has authority to do so on behalf of the Client.

5.6 Project-based services may be delivered in accordance with a Statement of Work ("SOW") prepared by ITBoss.

5.7 The applicable SOW may define: project scope; assumptions; exclusions; deliverables; dependencies; milestones; project timelines; technical requirements; acceptance criteria; responsibilities of each party; and commercial arrangements relating to the specific project.

5.8 The Client acknowledges that project delivery timelines, milestones, and deliverables may be impacted where: required information is not supplied; approvals are delayed; dependencies are not met; third-party systems fail; or the Client does not fulfil responsibilities outlined within the applicable Statement of Work or project documentation.

6.1 Where ITBoss provides white-label or subcontracted services for another IT provider, MSP, consultancy, or organisation: the engaging company remains solely responsible for its customer relationships; operational obligations; compliance obligations; privacy obligations; cyber security obligations; and data management responsibilities.

6.2 ITBoss acts solely as a technical delivery provider unless otherwise agreed in writing.

6.3 The engaging company indemnifies ITBoss against claims arising from: customer disputes; operational failures; compliance breaches; cyber incidents; data loss; security breaches; or third-party claims relating to services delivered under white-label arrangements.

7.1 ITBoss does not warrant or guarantee that any system, environment, tenant, network, platform, infrastructure, or configuration will be completely secure, uninterrupted, error-free, or immune from cyber threats.

7.2 The Client acknowledges that: cyber security risks cannot be completely eliminated; systems remain vulnerable to cyber threats, ransomware, phishing, malware, credential compromise, and human error; and ITBoss cannot guarantee prevention of all security incidents.

7.3 Unless expressly contracted in writing, the Client remains solely responsible for: backups; cyber insurance; disaster recovery; endpoint protection; user awareness training; monitoring; and compliance obligations.

7.4 To the maximum extent permitted by law, ITBoss excludes liability for: ransomware attacks; cyber incidents; data breaches; data loss; business interruption; operational disruption; third-party attacks; and consequential losses arising from technology failures or cyber events.

7.5 The Client remains solely responsible for: password management; user access approvals; employee access control; phishing awareness; endpoint usage; and internal security governance.

7.6 Clients are strongly encouraged to maintain: cyber insurance; business interruption insurance; professional indemnity coverage; and independent backup strategies.

8.1 The Client remains solely responsible for maintaining current, tested, and secure backups unless backup services are expressly included in writing.

8.2 ITBoss is not liable for: data corruption; data loss; failed backups; accidental deletion; incomplete restorations; or recovery failures.

8.3 The Client acknowledges that it retains sole ownership, responsibility, and accountability for all data, systems, records, and information within its environment.

9.1 ITBoss may assist with: website deployment; domain setup; DNS configuration; Microsoft 365 setup; cloud tenancy setup; and related technical configuration.

9.2 ITBoss does not provide ongoing hosting, domain ownership, tenant ownership, or managed services unless expressly agreed in writing.

9.3 Clients remain solely responsible for: hosting arrangements; domain renewals; tenant licensing; DNS management; and third-party platform obligations.

9.4 ITBoss may utilise or recommend third-party vendors, cloud providers, telecommunications providers, software vendors, and hosting platforms.

9.5 ITBoss is not responsible for: third-party outages; licensing issues; pricing changes; cloud failures; service interruptions; operational failures; data loss; or security incidents arising from third-party systems or providers.

10.1 All configurations, scripts, templates, deployment material, project artefacts, documentation, and deliverables remain the property of ITBoss until full payment is received.

10.2 Upon full payment, the Client receives a non-exclusive licence to use the deliverables for internal business purposes unless otherwise agreed in writing.

10.3 ITBoss retains ownership of: reusable frameworks; deployment methodologies; automation scripts; templates; internal tools; and proprietary operational standards.

11.1 Any work outside the agreed scope constitutes a variation.

11.2 Variations may: incur additional charges; require revised timelines; and require approval before work proceeds.

11.3 Variations may be approved: verbally; electronically; via email; via messaging platforms; project systems; or by conduct indicating acceptance of additional work.

11.4 Any work requested outside the agreed Statement of Work, quotation, assumptions, deliverables, or documented scope may be treated as a variation and charged separately at ITBoss' applicable rates.

12.1 Ad-hoc support services are billed at rates advised by ITBoss.

12.2 Standard Rates (ex GST):

12.3 Minimum Charges:

12.4 Billing increments apply in fifteen (15) minute intervals after the minimum billing period.

12.5 Standard onsite call-out fees are charged as follows:

• Brisbane Metro (within 50 kilometres of Heritage Park 4118): AUD $120 ex GST
• Extended Metro (50 kilometres to 100 kilometres from Heritage Park 4118): AUD $180 ex GST
• Regional, remote, interstate, or locations beyond 100 kilometres: Quoted on request

12.6 Call-out fees include initial travel scheduling and onsite attendance only.

12.7 Call-out fees exclude: parking charges; toll charges; accommodation expenses; vehicle ferry charges; airfares; meal allowances; and any other reasonable travel-related expenses incurred during service delivery.

12.8 Additional travel time charges may apply for: regional engagements; remote locations; interstate work; extended-duration onsite attendance; or engagements requiring substantial travel outside standard metropolitan service areas.

12.9 Emergency, urgent, after-hours, weekend, and public holiday services may attract higher rates.

12.10 The Client authorises ITBoss to remotely access systems, devices, cloud environments, infrastructure, and services where reasonably necessary for service delivery, support, implementation, troubleshooting, or project execution.

12.11 The Client acknowledges that remote access activities may involve operational risks including: temporary outages; service interruption; configuration changes; system instability; or unintended operational impacts.

13.1 Work performed: outside standard business hours; on weekends; or on public holidays, may attract additional charges.

13.2 Standard after-hours multipliers may apply:

14.1 Each party must keep confidential all non-public technical, operational, financial, commercial, and business information obtained during the engagement.

14.2 Confidential information must not be disclosed except: with prior written consent; where required by law; or where reasonably necessary for service delivery.

15.1 ITBoss may collect and use personal information for: service delivery; invoicing; communication; support; and operational purposes.

15.2 ITBoss will take reasonable steps to protect personal information but does not guarantee absolute security of electronic systems or communications.

16.1 During the engagement and for twelve (12) months after completion, the Client must not directly solicit or employ ITBoss employees or contractors without prior written consent.

17.1 ITBoss is not liable for delays or failures caused by events beyond reasonable control including: internet outages; telecommunications failures; supplier failures; natural disasters; cyber incidents; pandemics; government actions; or cloud provider outages.

18.1 ITBoss warrants that services will be performed with reasonable care and skill.

18.2 Except as required under Australian Consumer Law, all other warranties are excluded to the maximum extent permitted by law.

18.3 ITBoss does not warrant: uninterrupted services; uninterrupted cloud availability; compatibility with all systems; or error-free operation.

18.4 ITBoss does not guarantee: business outcomes; productivity improvements; operational improvements; cyber resilience; revenue increases; or compliance certification outcomes.

19.1 To the maximum extent permitted by law, ITBoss' total aggregate liability arising from any claim, dispute, loss, or damage is limited to the amount paid by the Client for the specific services giving rise to the claim.

19.2 ITBoss is not liable for: indirect losses; consequential losses; loss of profit; loss of revenue; business interruption; reputational damage; cyber incidents; data loss; or third-party claims.

19.3 The Client acknowledges that technology services inherently involve operational, infrastructure, and cyber security risks.

19.4 Any claim against ITBoss must be commenced within twelve (12) months of the event giving rise to the claim.

19.5 ITBoss is not responsible for: legacy system failures; undocumented environments; unsupported infrastructure; inherited configurations; or pre-existing defects existing prior to service commencement.

20.1 ITBoss may suspend or terminate services immediately where: invoices remain unpaid; the Client breaches these Terms; abusive conduct occurs; unlawful activity occurs; or continued service presents operational or security risks.

20.2 The Client remains liable for all completed work, outstanding fees, approved variations, and incurred expenses up to the termination date.

21.1 The parties agree to attempt to resolve disputes in good faith through negotiation before commencing legal proceedings.

21.2 If unresolved within twenty-one (21) days, either party may refer the matter to mediation in Queensland.

21.3 Nothing prevents either party from seeking urgent injunctive or equitable relief.

22.1 These Terms are governed by the laws of Queensland, Australia.

22.2 The parties submit to the non-exclusive jurisdiction of the courts of Queensland.

23.1 If any provision of these Terms is invalid or unenforceable, the remaining provisions continue in full force.

23.2 Failure to enforce any provision does not constitute waiver.

23.3 These Terms constitute the entire agreement between the parties unless superseded by a separately executed agreement.

23.4 In the event of inconsistency between these Terms and an executed Statement of Work, the Statement of Work will prevail to the extent of the inconsistency unless otherwise expressly stated by ITBoss in writing.