Terms of Trade
These Terms of Trade govern all supply of Services and Goods by BSharp Technology Pty Ltd to its customers. By placing an Order or engaging BSharp Tech to provide Services (including website design, development, hosting, support, digital marketing, or any related services), you agree to be bound by these terms.
1. Definitions and Interpretation
1.1 Definitions
In these Terms of Trade, the following definitions apply:
Acceptable Use Policy (AUP)
means the policy set out in clause 21 of these Terms, as amended from time to time, governing permitted and prohibited use of the Services.
Additional Charge
means: (a) fees or charges for additional work performed at the Customer's request or reasonably required as a result of the Customer's conduct, calculated in accordance with the Supplier's then-current prices; and (b) expenses incurred by the Supplier, at the Customer's request or reasonably required as a result of the Customer's conduct.
Business Day
means a day that is not a Saturday, Sunday, or public holiday in the place where the Services are principally carried out or the Goods provided.
Customer
means the person or entity identified on a Quote or Order as the customer, and includes the Customer's agents and permitted assigns.
Customer-Supplied Analysis
means any audit, report, recommendation, task list, prioritisation, code suggestion, or other output that is generated by or with the assistance of artificial intelligence tools, automated scanning tools, or third-party consultants, and which is produced or commissioned by the Customer on its own initiative rather than by the Supplier under a Quote or Order.
Data
means any data, content, files, databases, or other information uploaded, stored, or processed by the Customer through the Hosted Services.
Goods
means any goods supplied by the Supplier, including those supplied in the course of providing Services.
Hosted Services
means any web hosting, cloud hosting, managed WordPress hosting, server management, or infrastructure services provided by the Supplier under these Terms.
Intellectual Property Rights
means intellectual property rights at any time protected by statute or common law, including copyright, trade marks, patents, and registered designs.
Loss
includes, but is not limited to, costs (including party-to-party legal costs and the Supplier's legal costs), expenses, lost profits, award of damages, personal injury, and property damage.
Managed Services
means ongoing technical management and support services for websites, servers, or digital infrastructure, including but not limited to software updates, security monitoring, backups, and performance optimisation.
Order
means a purchase order for Goods or Services placed by a Customer in response to a Quote, as varied in writing from time to time by the parties.
PPS Law
means the Personal Property Securities Act 2009 (Cth) and any regulation made under that Act, as amended from time to time.
Quote
means a written description of the Goods or Services to be provided, including an estimate of the Supplier's charges and timeframe.
Recurring Services
means Services provided on a subscription or ongoing basis, including hosting, maintenance retainers, and managed support plans.
Services
means all services provided by the Supplier to the Customer under a Quote or Order, including (without limitation) website design and development, web hosting, managed WordPress hosting, support, digital marketing, and consulting services.
Service Level
means any uptime targets, response times, or performance commitments stated in a Quote or Service Schedule.
Supplier
means BSharp Technology Pty Ltd (ACN: 627 016 317), trading as BSharp Tech, and includes the Supplier's agents and permitted assigns.
1.2 Interpretation
In these Terms, unless the context otherwise requires:
1.2.1 a reference to writing includes email and other communication established through the Supplier's website or client portal;
1.2.2 the singular includes the plural and vice versa;
1.2.3 a reference to a party includes that party's executors, administrators, successors, and permitted assigns;
1.2.4 headings are for ease of reference only and do not affect interpretation;
1.2.5 if the date on which any act must be done falls on a non-Business Day, it must be done on the next Business Day (or preceding Business Day for payments).
2. General
2.1 These Terms apply to all transactions between the Customer and the Supplier relating to Goods and Services, including all quotations, contracts, and variations. These Terms take precedence over any terms in any Customer document.
2.2 The variation or waiver of any provision requires written agreement signed by both parties.
2.3 The Supplier may amend any details in a Quote by written notice to the Customer, which supersedes prior details.
3. Quotes
3.1 Any Quote issued by the Supplier is valid for 30 days from the date of issue.
3.2 Quotes are based on the cost of materials and labour available at the time of preparation, and assume timely supply by the Customer of necessary materials and instructions.
3.3 The Supplier is not obliged to commence work until a Quote has been accepted by the Customer.
3.4 The Supplier reserves the right to amend a Quote to reflect any rise or fall in costs before the Order is completed, with prompt written notice to the Customer.
3.5 Any timeframe stated in a Quote is an estimate only and is not binding on the Supplier, subject to any applicable consumer guarantee obligations.
4. Orders
4.1 Every Order must be submitted in writing unless otherwise agreed.
4.2 An Order is only placed when it clearly identifies the Goods or Services and the relevant Quote. Costs arising from incorrect or inadequate information may result in Additional Charges.
4.3 Placement of an Order constitutes acceptance of these Terms and the most recent relevant Quote.
4.4 The Supplier may in its absolute discretion refuse to provide Goods or Services where:
4.4.1 Goods are unavailable;
4.4.2 credit limits cannot be agreed upon or have been exceeded; or
4.4.3 payment for previously provided Goods or Services has not been received.
4.5 An Order cannot be cancelled without the prior written consent of the Supplier. Where an Order is cancelled, the Customer indemnifies the Supplier against all Losses, including loss of profit.
5. Variations
5.1 The Customer may request variations in writing. Variations only have effect once agreed to in writing by the Supplier.
5.2 If the Customer requests a variation after a Quote has been issued or an Order placed, the Supplier reserves the right to revise the Quote to include Additional Charges. A revised Quote supersedes the original.
5.3 The Supplier has an automatic extension of time equal to any delay caused by a variation.
5.4 The provision of a Customer-Supplied Analysis is not a request for a variation and does not vary the scope of any Quote or Order. Clause 12.4 applies to such material.
6. Invoicing and Payment
6.1 The Supplier may issue invoices: before commencing work; weekly in proportion to work done; or upon completion.
6.2 The amount payable will be the amount stated in the invoice, calculated per the Quote or, where no Quote exists, per the Supplier's standard charges.
6.3 Invoices are due and payable within 7 days of issue.
6.4 If any invoice is overdue, the Supplier may withhold further Goods or Services until payment is received in full.
6.5 The Supplier may apply payments received to any amount owing by the Customer.
6.6 The Customer is not entitled to withhold payment due to any alleged default by the Supplier, without prejudice to any rights under the Australian Consumer Law.
6.7 Interest accrues on overdue amounts at the rate of 10% per annum, calculated daily.
6.8 All reasonable costs of collecting overdue amounts (including legal fees) are payable by the Customer as a debt.
6.9 GST will be applied to all taxable supplies in accordance with the A New Tax System (Goods and Services Tax) Act 1999. All prices are exclusive of GST unless stated otherwise.
7. Recurring Services and Subscriptions
7.1 Where the Supplier provides Recurring Services (including hosting plans, maintenance retainers, or managed services), the terms in this clause apply.
7.2 Recurring Services are billed in advance on the frequency stated in the Quote (monthly, quarterly, or annually).
7.3 The Customer authorises the Supplier to charge the agreed fee at each billing cycle unless the Customer provides at least 30 days' written notice of cancellation prior to the renewal date.
7.4 The Supplier may vary the fees for Recurring Services on 30 days' written notice. Continued use of the Services after the notice period constitutes acceptance of the new fees.
7.5 No refunds are provided for prepaid Recurring Services unless required by the Australian Consumer Law.
7.6 If the Customer does not renew or pay for a Recurring Service on time, the Supplier may suspend or terminate the Service without further notice. The Supplier accepts no liability for any loss arising from such suspension or termination.
7.7 Upon termination of Recurring Services, the Customer is responsible for migrating their Data within 14 days. After that period, the Supplier may delete all Customer Data without liability.
8. Hosting and Infrastructure Services
8.1 General Hosting Terms
8.1.1 The Supplier provides hosting services on a best-efforts basis. The Supplier does not guarantee 100% uptime or uninterrupted availability of any hosted service.
8.1.2 Any uptime targets stated in a Quote or Service Level are targets only and do not create contractual obligations unless explicitly stated as a Service Level Agreement (SLA) in writing.
8.1.3 Scheduled maintenance windows may result in temporary unavailability. The Supplier will use reasonable endeavours to provide advance notice of planned maintenance.
8.1.4 The Supplier reserves the right to migrate Customer websites or services to different hosting environments from time to time as it continues to evolve its infrastructure. The Supplier will use reasonable endeavours to keep any disruption to a minimal level and to provide reasonable prior notice of any planned migration.
8.1.5 The Supplier does not accept liability for any unavailability of its hosting environment, including outages caused by cloud infrastructure providers, network disruptions, or other factors outside the Supplier's reasonable control. The Supplier endeavours to select cloud hosting providers with high availability and reliability, but does not warrant uninterrupted service.
8.2 Customer Responsibilities for Hosting
8.2.1 The Customer is solely responsible for all Data stored on hosted services, including its accuracy, legality, and compliance with applicable laws.
8.2.2 The Customer must not use Hosted Services in breach of the Acceptable Use Policy in clause 21.
8.2.3 The Customer is responsible for maintaining secure login credentials and promptly notifying the Supplier of any suspected unauthorised access.
8.2.4 The Customer acknowledges that hosting third-party plugins, themes, or code may introduce security vulnerabilities. The Supplier accepts no liability for issues arising from Customer-installed software.
8.2.5 The Customer is solely responsible for ensuring their domain name registration is renewed before the expiry date. The Customer acknowledges that failure to renew a domain registration may result in disruption to Services (including website and email unavailability). The Supplier accepts no liability for any Loss arising from the Customer's failure to renew a domain name registration on time.
8.3 Backups
8.3.1 Where the Supplier includes backup services as part of a hosting plan, backups are provided as a convenience only and do not constitute a guarantee of data recovery. The Customer should maintain their own independent backups.
8.3.2 The Supplier will use reasonable endeavours to restore from backups in the event of data loss, but accepts no liability for any loss or corruption of Data.
8.4 Resource Limits
8.4.1 Hosting plans are subject to fair use and resource limits as stated in the Quote or hosting plan description. Excessive resource usage that impacts other customers may result in throttling, suspension, or a requirement to upgrade to a higher plan.
8.4.2 The Customer must not use Hosted Services to store or distribute content that is illegal, infringing, or prohibited under the Acceptable Use Policy.
9. Website Design and Development
9.1 The Supplier will provide website design and development services as described in the Quote.
9.2 The Customer is responsible for providing timely feedback, content, materials, and approvals as required. Delays caused by the Customer may result in project delays and Additional Charges.
9.3 The Supplier does not guarantee any specific search engine ranking, traffic outcomes, or conversion results from website design or development work.
9.4 Go-live of a website constitutes acceptance by the Customer that the deliverables substantially accord with the Quote.
9.5 After go-live, any changes requested by the Customer that are outside the original Quote scope will be treated as new work and quoted separately.
9.6 The Supplier may use subcontractors to deliver website design or development services and remains responsible for the quality of such work.
10. Support and Managed Services
10.1 Where the Supplier provides ongoing support or Managed Services (including WordPress maintenance, security monitoring, updates, or performance services), these will be described in the Quote or service plan.
10.2 All support requests must be submitted by emailing support@bsharptech.com.au, which will create a tracked ticket in the Supplier's issue management system. This is the only recognised and official support channel. Support requests made via any other means - including but not limited to phone calls, SMS, direct email to individual staff, social media, or verbal communication - are not recognised as formal support requests and will not be acted upon under these Terms.
10.3 The Supplier accepts no liability for any Loss, delay, or failure to resolve an issue where the Customer has not raised a support request through the official channel described in clause 10.2. The Supplier is under no obligation to act on any support communication received outside of the official ticketing process.
10.4 Response times are targets only and are not guaranteed unless expressly stated as a Service Level Agreement (SLA) in writing.
10.5 The Supplier will apply software updates and security patches at its reasonable discretion. The Supplier accepts no liability for issues arising from the application of third-party updates.
10.6 The Customer acknowledges that certain maintenance activities may require brief periods of downtime, which the Supplier will endeavour to minimise.
10.7 Support and Managed Services do not include major redevelopment, new feature development, or work outside the agreed scope, which will be quoted separately.
10.8 Support and Managed Services do not include reviewing, assessing, responding to, or implementing a Customer-Supplied Analysis. Clause 12.4 applies to such material regardless of the Service under which it is submitted.
11. Meetings and Scheduled Appointments
11.1 This clause applies to all meetings, calls, workshops, training sessions, and other appointments scheduled between the Supplier and the Customer, however arranged.
11.2 The Supplier schedules appointments in advance and reserves the allocated time exclusively for the Customer. The Supplier's availability is limited and is typically booked well ahead.
11.3 Where the Customer needs to cancel, reschedule, or change the time of an appointment, the Customer must give the Supplier at least four (4) hours' notice before the scheduled start time.
11.4 An appointment is treated as a non-attendance where the Customer:
11.4.1 does not attend at the scheduled time;
11.4.2 attends more than ten (10) minutes after the scheduled start time, in which case the Supplier may treat the appointment as not proceeding; or
11.4.3 cancels or reschedules with less than the notice required by clause 11.3.
11.5 Where a non-attendance occurs, the Supplier will use reasonable endeavours to offer an alternative time, but does not guarantee that a replacement appointment can be provided, that it can be provided within any particular timeframe, or that it will be of the same duration. The Customer acknowledges that the Supplier's schedule may not permit the time to be recovered.
11.6 Time reserved for an appointment that does not proceed due to a non-attendance is treated as consumed. Where the appointment forms part of a retainer, service plan, or fixed allocation of hours, the Supplier may count that time against the Customer's allocation, and is not obliged to carry it forward.
11.7 The Supplier accepts no liability for any Loss, delay, or impact on project timeframes arising from a non-attendance or from the unavailability of a replacement appointment.
11.8 Repeated non-attendance may, at the Supplier's discretion, result in the Supplier declining to schedule further appointments until the matter is discussed with the Customer.
11.9 The Supplier will extend the same courtesy to the Customer. Where the Supplier cancels or reschedules an appointment with less than the notice in clause 11.3, the Supplier will prioritise offering the Customer a replacement appointment at the earliest available time.
11.10 The Supplier may waive the requirements of this clause in cases of genuine emergency, illness, or other circumstances outside the Customer's reasonable control.
12. Digital Marketing Services
12.1 Where the Supplier provides digital marketing services (including SEO, Google Ads management, social media content, or related services), the Customer acknowledges that:
12.1.1 results are not guaranteed and are subject to factors outside the Supplier's control, including search engine algorithm changes;
12.1.2 the Supplier will act as the Customer's agent for any third-party advertising platforms and the Customer remains responsible for all third-party advertising spend;
12.1.3 the Customer is responsible for ensuring that all marketing content complies with applicable laws, including the Australian Consumer Law, the Spam Act 2003 (Cth), and any industry-specific regulations.
12.2 The Supplier will use reasonable endeavours to optimise campaign performance but accepts no liability for underperformance of digital marketing campaigns.
12.3 Where the Supplier manages Google Ads campaigns on behalf of the Customer, the Customer is solely responsible for completing any identity or business verification required by Google for their Google Ads account. The Customer acknowledges that failure to complete such verification may result in the suspension of their Google Ads account, which may disrupt or halt digital marketing campaigns. The Supplier accepts no liability for any Loss arising from the Customer's failure to verify their Google Ads account in accordance with Google's requirements.
12.4 Customer-Supplied Analysis and AI-Generated Recommendations
12.4.1 The Customer may, at any time, provide the Supplier with Customer-Supplied Analysis. The Supplier welcomes such input and will consider it in good faith as part of its ordinary planning and prioritisation process.
12.4.2 The Customer acknowledges and agrees that Customer-Supplied Analysis is provided as information and suggestion only. It does not constitute an instruction, a variation to the Quote or Order, an addition to the agreed scope, or a support request under clause 10.2, and it does not create any obligation on the Supplier to perform, investigate, respond to, or report on any item contained within it.
12.4.3 The Supplier retains sole and absolute discretion over the methodology, tooling, sequencing, and prioritisation of all work it performs. The Supplier may, in its absolute discretion, accept, defer, modify, or reject any or all of a Customer-Supplied Analysis, in whole or in part, without being required to provide reasons.
12.4.4 Without limiting clause 12.4.3, grounds on which the Supplier may decline to act on a Customer-Supplied Analysis include that, in the Supplier's professional judgement:
(a) the item is already addressed, in progress, or scheduled within the Supplier's existing plan of work;
(b) the item is inaccurate, outdated, based on incomplete information, or reflects a misunderstanding of the Customer's site, systems, or market;
(c) the item is of low or negligible impact relative to other work, and acting on it would divert resources from activities more likely to deliver a commercial result for the Customer;
(d) the item conflicts with the Supplier's methodology, technical standards, accessibility or security requirements, or with the terms of any third-party platform; or
(e) implementing the item would risk degrading the performance, stability, search visibility, or usability of the Customer's website or campaigns.
12.4.5 The Customer acknowledges that the Supplier applies its own tooling, configuration, and accumulated expertise to the analysis of websites and campaigns. Artificial intelligence tools are prone to error, and are particularly so where they are not directed with the benefit of that expertise, configuration, and context. Accordingly, a Customer-Supplied Analysis may identify items that are immaterial, already resolved, or counterproductive, and may not be evidence of a defect, deficiency, or breach by the Supplier. The Supplier will consider any concern the Customer raises on its merits.
12.4.6 Where the Customer requires the Supplier to review, assess, respond to, report on, or implement a Customer-Supplied Analysis, the Customer must request this in writing. Any such work is outside the scope of any existing Quote, Order, retainer, or service plan and is chargeable as Additional Charges under clause 14, or is subject to a separate Quote, at the Supplier's election. The Supplier is not obliged to accept such a request.
12.4.7 Where the Supplier does implement an item at the Customer's direction, and the Supplier has advised in writing that it does not recommend that item, the Supplier accepts no liability for any resulting Loss, including any reduction in search rankings, AI or answer-engine visibility, traffic, conversions, site performance, or usability. Time spent on such items reduces the resources available for other work and does not extend, offset, or add to any agreed scope, retainer allocation, or deliverable.
12.4.8 The Customer warrants that it holds all rights necessary to supply any Customer-Supplied Analysis to the Supplier, and that supplying it does not breach any third-party intellectual property right, licence, or confidentiality obligation. The Customer indemnifies the Supplier against any Loss arising from a breach of this warranty.
12.4.9 Nothing in this clause 12.4 limits the Customer's rights under the Australian Consumer Law, or the Supplier's obligation to perform the Services described in a Quote or Order with due care and skill.
13. Third-Party Services and Software
13.1 The Supplier may use third-party platforms, software, APIs, or services in delivering the Services (including domain registrars, payment processors, cloud infrastructure providers, and software vendors).
13.2 The Supplier accepts no liability for the availability, performance, pricing changes, or terms of service changes of any third-party provider.
13.3 Where third-party software (including WordPress themes or plugins) is used, the Customer acknowledges that:
13.3.1 licensing, renewal, and compliance obligations remain with the Customer unless expressly managed by the Supplier under a service plan;
13.3.2 the Supplier does not warrant the security, compatibility, or continued availability of any third-party software.
13.4 Third-party costs (including domain registration fees, SSL certificate fees, plugin licences, or advertising spend) are not included in the Supplier's fees unless explicitly stated in the Quote.
14. Additional Charges
14.1 The Supplier may impose Additional Charges where:
14.1.1 the Customer provides incorrect or inadequate information, or information later than required;
14.1.2 an Order is cancelled and cancellation results in Loss to the Supplier;
14.1.3 additional work is requested by the Customer beyond the agreed scope;
14.1.4 government or council taxes or charges not included in the Quote apply; or
14.1.5 the Customer's actions or inactions require the Supplier to perform additional work.
15. Acceptance of Goods
15.1 If the Customer fails to advise the Supplier in writing of any fault in Goods within 48 hours of delivery, the Customer is deemed to have accepted the Goods. Nothing in this clause affects the Customer's rights under the Australian Consumer Law.
16. Title and Risk
16.1 Risk in Goods passes to the Customer immediately upon delivery.
16.2 Property and title in Goods do not pass until all moneys owed by the Customer to the Supplier have been paid in full.
16.3 Where Goods are supplied without full payment, the Customer is a bailee of the Goods and must not allow any security interest in them. The Supplier may repossess Goods if payment is not made within 7 days of supply.
16.4 The Customer grants an irrevocable licence to the Supplier to enter the Customer's premises to recover possession of unpaid Goods. The Customer indemnifies the Supplier for any damage or injury arising from such entry.
16.5 The Supplier may register a personal property security interest under the PPS Law. The Customer agrees to execute any documents and take any steps required to perfect such registration.
17. Intellectual Property Rights
17.1 The Customer warrants that it owns or is licensed to use all intellectual property in materials it supplies to the Supplier, and indemnifies the Supplier against any Loss arising from a breach of third-party intellectual property rights.
17.2 Unless otherwise agreed in writing, all Intellectual Property Rights in any works created by the Supplier vest in and remain the property of the Supplier.
17.3 Subject to payment of all outstanding invoices, the Supplier grants the Customer a perpetual, non-exclusive licence to use the delivered works for the purposes contemplated by the Order.
17.4 The Supplier may use the Customer's name, logo, and website as a portfolio reference unless the Customer provides written notice to the contrary.
18. Data, Privacy, and Security
18.1 The Supplier handles Customer personal information in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles. For full details, refer to the Supplier's Privacy Policy at bsharptech.com.au/privacy.
18.2 The Customer is responsible for the legality and appropriateness of all Data stored or processed through the Services. The Customer warrants that it holds all necessary rights and consents to store such Data.
18.3 The Supplier will implement reasonable technical and organisational measures to protect Customer Data against unauthorised access, loss, or disclosure. However, the Supplier does not warrant that all security measures are impenetrable.
18.4 In the event of a suspected data breach affecting Customer Data, the Supplier will notify the Customer as soon as reasonably practicable and in accordance with applicable notification obligations under the Privacy Act 1988 (Cth).
18.5 Where the Supplier stores or processes Data on behalf of the Customer, the Customer remains the data controller and is responsible for compliance with applicable privacy laws in respect of that Data.
19. Confidentiality
19.1 Each party agrees to keep confidential all confidential information of the other party disclosed in connection with these Terms, and not to use such information for any purpose other than fulfilling obligations under these Terms.
19.2 Confidentiality obligations do not apply to information that is publicly known, independently developed, or required to be disclosed by law.
19.3 This clause survives termination of these Terms.
20. Agency and Assignment
20.1 The Supplier may appoint agents or subcontractors to perform obligations under these Terms.
20.2 The Supplier may assign its rights and obligations to any person, provided the assignee assumes all obligations owed to the Customer.
20.3 The Customer may not assign its rights or obligations without the prior written consent of the Supplier.
21. Acceptable Use Policy
21.1 Permitted Use
21.1.1 The Customer may use the Services only for lawful purposes and in accordance with these Terms. Permitted use includes hosting legitimate business websites and applications.
21.2 Prohibited Use
The Customer must not use the Services to:
- host, transmit, or distribute any content that is unlawful, defamatory, obscene, offensive, or infringing of any third party's intellectual property or privacy rights;
- send unsolicited bulk email (spam) or engage in any activity that violates the Spam Act 2003 (Cth);
- host or distribute malware, ransomware, viruses, or any malicious code;
- conduct phishing, fraudulent, or deceptive activities;
- engage in cryptocurrency mining or high-intensity computational tasks unless expressly permitted in the Quote;
- attempt to gain unauthorised access to any third-party systems, networks, or data;
- store or distribute child exploitation material or any content that is illegal under Australian law;
- conduct activities that could cause reputational, technical, or legal harm to the Supplier or its other customers;
- circumvent any technical or security measures implemented by the Supplier; or
- use the Services in a manner that generates excessive resource load adversely affecting other customers.
21.3 Consequences of Breach
21.3.1 If the Customer breaches the Acceptable Use Policy, the Supplier may immediately suspend or terminate the Services without notice and without liability to the Customer.
21.3.2 The Customer indemnifies the Supplier against all Loss arising from any breach of the Acceptable Use Policy.
22. Default by Customer
22.1 Each of the following constitutes an event of default:
22.1.1 breach of these Terms not remedied within 14 days of written notice;
22.1.2 the Customer committing an act of bankruptcy;
22.1.3 insolvency, receivership, or administration of the Customer;
22.1.4 unauthorised assignment by the Customer; or
22.1.5 the Customer ceasing to conduct business in the normal manner.
22.2 On an event of default, the Supplier may: terminate these Terms; terminate any Orders or credit arrangements; refuse to deliver further Goods or Services; repossess unpaid Goods; or retain all money paid on account.
22.3 On the occurrence of an event of default, all outstanding invoices become immediately due and payable.
23. Suspension of Services
23.1 The Supplier may suspend the Services immediately and without notice where:
23.1.1 the Customer breaches the Acceptable Use Policy;
23.1.2 the Customer's use of the Services poses a security risk to the Supplier or its other customers;
23.1.3 required by law or regulatory order; or
23.1.4 any invoice is overdue by more than 7 days.
23.2 The Supplier will endeavour to provide advance notice of suspension where it is safe and practicable to do so.
23.3 Suspension does not relieve the Customer of its payment obligations. The Supplier may charge a reconnection fee to reinstate suspended Services.
24. Termination
24.1 Either party may terminate these Terms by giving 30 days' written notice. For Recurring Services, the Customer must provide notice before the next billing cycle to avoid being charged for the next period.
24.2 The Supplier may terminate these Terms immediately on written notice if the Customer breaches any material provision and fails to remedy it within 14 days, or if an event of default occurs.
24.3 On termination, all outstanding amounts become immediately due. The Customer must arrange migration of any Data within 14 days. The Supplier has no obligation to retain Data after this period.
25. Exclusions and Limitation of Liability
25.1 The Customer expressly agrees that use of the Goods and Services is at the Customer's risk. To the fullest extent permitted by law, the Supplier excludes all warranties, conditions, and representations not expressly stated in these Terms.
25.2 The Supplier does not warrant that the Services will be uninterrupted, error-free, or free from data loss. The Customer acknowledges that no system is completely secure and that data loss may occur.
25.3 To the fullest extent permitted by law, the Supplier is not liable for any indirect, consequential, special, or incidental loss or damage, including but not limited to loss of data, loss of revenue, loss of profits, or loss of business opportunity, howsoever caused.
25.4 Where the Supplier's liability cannot be excluded under the Australian Consumer Law, the Supplier's liability for breach of a consumer guarantee is limited to: for Goods - replacement, repair, or resupply cost; and for Services - resupply of the Services or cost of re-supply.
25.5 The Customer acknowledges that the Goods and Services are not for personal, domestic, or household purposes.
25.6 Any advice, recommendation, or information provided by the Supplier is given in good faith and without warranty of accuracy, appropriateness, or reliability.
26. Indemnity
26.1 The Customer indemnifies and keeps indemnified the Supplier, its officers, employees, and agents from and against all Loss arising from: the Customer's use of the Services; breach of these Terms or the Acceptable Use Policy; any claim by a third party relating to Customer Data or content; or any negligent or wrongful act or omission of the Customer.
26.2 This indemnity survives termination of these Terms.
27. Force Majeure
27.1 If circumstances beyond the Supplier's reasonable control prevent or hinder its provision of Goods or Services, the Supplier is relieved of its obligations while those circumstances continue. The Supplier may elect to terminate or suspend these Terms.
27.2 Circumstances beyond the Supplier's control include, but are not limited to: unavailability of materials, strikes, natural disasters, fire, war, acts of God, government orders, transport difficulties, telecommunications failures, and failures of third-party cloud infrastructure providers.
28. Dispute Resolution
28.1 If a dispute arises, a party must give the other written notice of the dispute before commencing legal proceedings (except for interlocutory relief).
28.2 Within 7 Business Days of notice, the parties' senior representatives must endeavour to resolve the dispute.
28.3 If the dispute cannot be resolved by negotiation, the parties agree to endeavour to resolve it by mediation administered by the Australian Commercial Disputes Centre (ACDC) before resorting to litigation or arbitration.
28.4 Each party must continue to perform its obligations under these Terms during any dispute resolution process.
28.5 All information disclosed in dispute resolution is confidential and may not be used for any other purpose. This clause survives termination.
29. Miscellaneous
29.1 These Terms are governed by the laws of New South Wales, Australia. Each party submits to the non-exclusive jurisdiction of the courts of New South Wales.
29.2 These Terms, together with any Quotes and written variations, represent the entire agreement between the parties and supersede all prior negotiations and communications.
29.3 If any provision of these Terms is void, voidable, or unenforceable, the remaining provisions continue in full force.
29.4 A party's failure or delay in exercising a right does not constitute a waiver of that right.
29.5 Notices must be in writing and delivered personally, by prepaid mail, or by email with acknowledgement of receipt, to the address stated in the relevant Quote.
29.6 The Supplier may update these Terms at any time by publishing a revised version at bsharptech.com.au/terms. Continued use of the Services after the effective date of any update constitutes acceptance of the revised Terms.
BSharp Technology Pty Ltd (ACN: 627 016 317) trading as BSharp Tech | ABN: 94 627 016 317
Governing Law: New South Wales, Australia | Version 2.5.0 | Last Updated: 17 September 2026