Terms & Conditions

1.1 Parties

These Terms and Conditions (“Terms”) form a legally binding agreement between SharpLync Pty Ltd (“SharpLync”, “we”, “us” or “our”) and the customer (“Customer”, “you” or “your”) identified in a Service Agreement, Quote or Statement of Work (“SOW”).

1.2 Acceptance

By accepting a Quote or SOW, engaging SharpLync for services, or otherwise accessing or using our services, you agree to these Terms, our Privacy Policy and our Remote Support Policy. We may update these Terms by providing at least 30 days’ notice by email or through our website. Continued use after that period constitutes acceptance.

1.3 Software products

SharpFleet™ and other SharpLync software products may be governed by separate product-specific terms. Where product-specific terms apply, those terms take precedence for use of that product.

2.1 Scope

SharpLync will provide the information technology services described in the mutually agreed SOW or Quote. Additional or varied work requires written agreement and may incur additional fees.

2.2 Standards and consumer guarantees

SharpLync will perform services with due care and skill, within a reasonable time, and so they are reasonably fit for any purpose expressly disclosed by you and accepted by us in writing.

Nothing in these Terms excludes rights or guarantees that cannot be excluded under the Australian Consumer Law or other applicable law. Where permitted, liability for a breach of a consumer guarantee is limited to resupplying the services or paying the reasonable cost of resupply.

2.3 Third-party products and services

Some services depend on third-party products or subscriptions, including Microsoft, Trend Micro or TrendAI, cloud platforms, telecommunications services, software vendors, distributors and hardware manufacturers. Those products remain subject to the provider’s terms, licensing rules, availability and support arrangements.

Unless a fixed term or price has been agreed in writing, third-party licence, subscription and usage charges may be adjusted when a provider changes its pricing, exchange rates, minimum commitments or licensing model. SharpLync will provide reasonable notice where practicable.

SharpLync is not responsible for a third-party outage, withdrawal, security incident or product change outside our reasonable control, but will provide reasonable assistance within the agreed service scope. Additional remediation, migration or vendor-management work may be chargeable.

3.1 Access and cooperation

You must provide accurate information and timely access to premises, systems, equipment and personnel reasonably required to deliver the services. Delays caused by a failure to do so may extend timelines and incur charges at our applicable rates.

3.2 Security and backups

You remain responsible for the security of your systems and for maintaining appropriate backups unless a separate managed security or backup service has been agreed in writing.

• Maintain appropriate endpoint protection, firewalls, access controls and software updates.
• Maintain and test backups appropriate to the importance of your information.
• Notify SharpLync promptly about suspected compromise, material system changes or staff access changes.

Except where caused by our gross negligence or wilful misconduct, SharpLync is not liable for loss, corruption or disclosure arising from inadequate customer security or backups.

4.1 Fees and payment

Fees are payable as stated in the applicable Quote, SOW or invoice. Unless stated otherwise, fees exclude GST. Overdue amounts may accrue interest at 1.5% per month or the maximum lawful rate, whichever is lower.

4.2 Suspension and collection

SharpLync may suspend services for non-payment after seven days’ notice. You are responsible for reasonable collection costs, including legal costs, incurred in recovering overdue amounts.

4.3 Retention of title and PPSA

Ownership of hardware, equipment or goods supplied by SharpLync remains with SharpLync until the price of those goods and all other amounts owing to SharpLync have been paid in full. Risk passes to you on delivery or installation.

Until ownership passes, you must keep the goods identifiable and must not sell, lease or dispose of them without written agreement. If payment is overdue or you become insolvent, SharpLync may exercise its lawful rights to recover the goods.

This retention of title creates a security interest and may constitute a purchase money security interest under the Personal Property Securities Act 2009 (Cth). You authorise SharpLync to register that interest on the PPSR and, to the extent permitted by law, waive notices under the PPSA, including a verification statement under section 157. The parties agree to contract out of sections 142 and 143 where permitted.

Unless a Quote or SOW states otherwise, intellectual property created by SharpLync in delivering the services remains owned by SharpLync. Once applicable fees are paid, SharpLync grants you a non-exclusive, revocable licence to use the deliverables internally for their agreed purpose.

Third-party software, services and materials remain subject to their respective licence terms.

6.1 Consequential loss

To the maximum extent permitted by law, SharpLync excludes liability for indirect, special, consequential or punitive loss, including loss of profits, business, data or goodwill.

6.2 Liability cap

To the maximum extent permitted by law, SharpLync’s aggregate liability arising from the relevant services is limited to the fees you paid for those services during the three months preceding the event giving rise to the claim. This limitation does not apply to liability that cannot lawfully be limited, or to gross negligence or wilful misconduct.

6.3 Indemnity

You indemnify SharpLync, its officers and agents against claims, losses and reasonable costs arising from your misuse of the services, your breach of these Terms, or third-party claims arising from your use, except to the extent caused by our gross negligence or wilful misconduct.

Subject to the liability cap, SharpLync provides a limited indemnity for third-party intellectual-property infringement claims arising directly from SharpLync-created deliverables.

Our Privacy Policy governs the way we collect, use and protect personal information. By engaging us, you consent to that handling as described in the policy.

Remote access is provided in accordance with our Remote Support Policy. You authorise the access needed for an agreed support session and acknowledge the responsibilities and safeguards described there.

Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, widespread outages, cyberattacks, supply-chain disruption or major network failures, provided the affected party gives reasonable notice and takes reasonable steps to reduce the impact.

Either party may terminate an agreement if the other materially breaches it and does not remedy the breach within 14 days after written notice, or if the other party becomes insolvent.

On termination, outstanding fees become payable and services cease. Provisions intended by their nature to survive—including payment, intellectual property, liability, privacy, dispute and general provisions—continue to apply.

The parties should first try to resolve a dispute through good-faith discussion. If it remains unresolved, it will be submitted to arbitration administered by the Australian Centre for International Commercial Arbitration under the ACICA Arbitration Rules, with Brisbane, Queensland as the seat.

Nothing prevents either party from seeking urgent interlocutory or injunctive relief from a court with jurisdiction.

These Terms are governed by the laws of Queensland and the Commonwealth of Australia. The parties submit to the jurisdiction of the courts of Queensland and the Federal Court of Australia.

These Terms together with accepted Quotes and SOWs form the entire agreement concerning the services and replace previous discussions or understandings. If a provision is invalid or unenforceable, it will be read down or severed to the minimum extent necessary and the remaining provisions continue.