Peer 2 Peer IT

1. Introduction and Acceptance

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client", "you", or "your") and Peer 2 Peer IT Pty Ltd (ABN 55 668 013 072) ("Peer 2 Peer IT", "we", "us", or "our") governing your use of our IT services, website, and related offerings.

By engaging our services, accessing our website, or entering into a service agreement with us, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, please do not use our services.

These Terms are governed by the laws of New South Wales, Australia, and the Commonwealth of Australia. Any disputes arising under these Terms shall be subject to the exclusive jurisdiction of the courts of New South Wales.

2. Definitions

In these Terms, unless the context otherwise requires:

"Agreement" means these Terms together with any Service Agreement, Statement of Work, or proposal accepted by the Client.
"Business Day" means a day that is not a Saturday, Sunday, or public holiday in New South Wales, Australia.
"Confidential Information" means all information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential.
"Intellectual Property" means patents, trademarks, service marks, copyright, trade secrets, know-how, and any other intellectual property rights.
"Services" means the IT services, support, consulting, and related services provided by Peer 2 Peer IT as described in any Service Agreement or proposal.
"Service Agreement" means any written agreement between the parties specifying the Services to be provided, including scope, fees, and terms.

3. Services

3.1 Scope of Services

Peer 2 Peer IT provides a range of IT services to businesses, including but not limited to:

Managed IT support and helpdesk services
Cyber security solutions and assessments
Cloud services and Microsoft 365 management
IT strategy and consulting
Network infrastructure design and management
Backup and disaster recovery solutions
Website development and hosting
Digital marketing and SEO services

The specific Services to be provided will be detailed in a Service Agreement, proposal, or Statement of Work agreed between the parties.

3.2 Service Delivery

We will use reasonable endeavours to provide the Services with due care and skill, in accordance with industry standards and any applicable Service Level Agreement (SLA). Service delivery may be performed remotely, on-site at your premises, or at our facilities as appropriate.

3.3 Changes to Services

Either party may request changes to the scope of Services. Any material changes must be agreed in writing and may result in adjustments to fees and timelines. We reserve the right to modify our service offerings and these Terms with reasonable notice.

4. Client Obligations

To enable us to provide the Services effectively, you agree to:

Provide accurate and complete information about your IT environment, requirements, and issues
Grant necessary access to systems, premises, and personnel as required for service delivery
Maintain appropriate backups of your data (unless backup services are included in your Agreement)
Comply with our reasonable instructions regarding security and IT best practices
Ensure you have all necessary licences and rights to software and systems we are asked to support
Notify us promptly of any issues, changes, or incidents affecting your IT environment
Pay invoices in accordance with the agreed payment terms
Appoint a primary contact person authorised to make decisions and provide instructions

5. Fees and Payment

5.1 Fees

Fees for Services will be set out in the applicable Service Agreement or proposal. Unless otherwise specified, all fees are quoted in Australian Dollars (AUD) and are exclusive of GST.

5.2 Payment Terms

Unless otherwise agreed in writing:

Managed services fees are invoiced monthly in advance
Project work may be invoiced as milestone payments or upon completion
Ad-hoc support and time-and-materials work is invoiced monthly in arrears
Payment is due within fourteen (14) days of invoice date

5.3 Late Payment

If payment is not received by the due date, we may:

Charge interest on overdue amounts at the rate prescribed under the Penalty Interest Rates Act 1983 (Vic) or 2% per month, whichever is higher
Suspend provision of Services until payment is received
Recover reasonable debt collection costs and legal fees

5.4 Price Changes

For ongoing managed services, we may increase fees annually with at least thirty (30) days' written notice. Increases will generally be in line with CPI or reflect increased costs of service delivery.

6. Term and Termination

6.1 Term

The term of any Service Agreement will be as specified in that agreement. For managed services agreements without a specified term, the agreement continues on a month-to-month basis until terminated by either party.

6.2 Termination for Convenience

Either party may terminate a managed services agreement by providing thirty (30) days' written notice to the other party, unless a longer notice period is specified in the Service Agreement.

6.3 Termination for Cause

Either party may terminate the Agreement immediately by written notice if:

The other party materially breaches the Agreement and fails to remedy such breach within fourteen (14) days of written notice
The other party becomes insolvent, enters administration, or ceases to carry on business
The other party is unable to perform its obligations due to circumstances beyond its control for more than thirty (30) days

6.4 Effect of Termination

Upon termination:

All fees owing up to the termination date become immediately due and payable
We will provide reasonable assistance in transitioning services to a new provider (at our standard rates unless otherwise agreed)
Each party must return or destroy Confidential Information belonging to the other party
Provisions that by their nature should survive termination will remain in effect

7. Intellectual Property

7.1 Ownership

Each party retains ownership of its pre-existing Intellectual Property. Any tools, methodologies, or materials developed by Peer 2 Peer IT independently or for general use remain our property.

7.2 Client Materials

You retain all rights to your data, content, and materials provided to us. You grant us a non-exclusive licence to use such materials solely for the purpose of providing the Services.

7.3 Deliverables

Unless otherwise agreed in writing, custom deliverables created specifically for you (such as custom code, documentation, or configurations) will be owned by you upon full payment, subject to our retention of rights in any underlying tools or pre-existing materials.

8. Confidentiality

Each party agrees to:

Keep the other party's Confidential Information strictly confidential
Not disclose Confidential Information to third parties without prior written consent, except to employees, contractors, or advisers who need to know and are bound by confidentiality obligations
Use Confidential Information only for the purposes contemplated by the Agreement
Take reasonable measures to protect Confidential Information from unauthorised access or disclosure

These obligations do not apply to information that is publicly available, independently developed, lawfully received from a third party, or required to be disclosed by law.

9. Data Protection and Privacy

We handle personal information in accordance with our Privacy Policy and the Privacy Act 1988 (Cth). Where we process personal information on your behalf, we will:

Process personal information only in accordance with your instructions
Implement appropriate technical and organisational security measures
Notify you promptly of any data breach affecting your data
Return or delete personal information upon termination of the Agreement

You warrant that you have obtained all necessary consents for us to process personal information as required to provide the Services.

10. Warranties and Disclaimers

10.1 Our Warranties

We warrant that:

Services will be performed with reasonable care and skill
We have the right to enter into this Agreement and provide the Services
Our personnel have appropriate qualifications and experience

10.2 Disclaimers

To the maximum extent permitted by law:

We do not warrant that Services will be uninterrupted, error-free, or meet all your requirements
We do not warrant any third-party products, software, or services
Except as expressly stated, all warranties (including implied warranties of merchantability and fitness for a particular purpose) are excluded

Nothing in these Terms excludes or limits any consumer guarantees under the Australian Consumer Law(Schedule 2 of the Competition and Consumer Act 2010 (Cth)) that cannot be excluded or limited by law.

11. Limitation of Liability

11.1 Exclusion of Consequential Loss

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, business, or goodwill, arising out of or related to this Agreement.

11.2 Cap on Liability

Subject to clause 11.3, our total aggregate liability under or in connection with this Agreement will not exceed the greater of:

The fees paid by you in the twelve (12) months preceding the claim; or
$50,000 AUD

11.3 Unlimited Liability

Nothing in this Agreement limits liability for:

Death or personal injury caused by negligence
Fraud or fraudulent misrepresentation
Breach of confidentiality obligations
Any liability that cannot be limited by law

12. Indemnification

You agree to indemnify and hold harmless Peer 2 Peer IT, its officers, employees, and contractors from any claims, damages, losses, and expenses (including legal fees) arising from:

Your breach of these Terms or any Service Agreement
Your use of the Services in violation of applicable laws
Any third-party claims relating to content or materials you provide
Your infringement of third-party intellectual property rights

13. Force Majeure

Neither party will be liable for any failure or delay in performing obligations under this Agreement if such failure or delay results from circumstances beyond the reasonable control of that party, including but not limited to acts of God, natural disasters, war, terrorism, riots, pandemics, government actions, power failures, or telecommunications failures.

The affected party must notify the other party promptly and use reasonable efforts to mitigate the impact. If the force majeure event continues for more than thirty (30) days, either party may terminate the affected Services upon written notice.

14. Dispute Resolution

14.1 Negotiation

In the event of any dispute arising out of or in connection with this Agreement, the parties will first attempt to resolve the dispute through good faith negotiations between senior representatives of each party.

14.2 Mediation

If the dispute is not resolved within twenty-one (21) days of the initial notification, either party may refer the dispute to mediation administered by the Australian Disputes Centre (ADC) in accordance with the ADC Guidelines for Commercial Mediation.

14.3 Litigation

If the dispute is not resolved through mediation within sixty (60) days, either party may commence legal proceedings in the courts of New South Wales, Australia.

15. General Provisions

15.1 Entire Agreement

These Terms, together with any Service Agreement and documents incorporated by reference, constitute the entire agreement between the parties and supersede all prior agreements, understandings, and representations.

15.2 Amendment

We may update these Terms from time to time. Material changes will be communicated to you with reasonable notice. Continued use of the Services after such notice constitutes acceptance of the updated Terms.

15.3 Assignment

You may not assign or transfer your rights under this Agreement without our prior written consent. We may assign our rights to a successor in the event of a merger, acquisition, or sale of substantially all our assets.

15.4 Waiver

No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. Any waiver must be in writing and signed by the waiving party.

15.5 Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it valid and enforceable.

15.6 Notices

Notices under this Agreement must be in writing and sent to the addresses specified in the Service Agreement or as otherwise notified. Notices may be delivered by hand, post, or email.

15.7 Governing Law

This Agreement is governed by the laws of New South Wales, Australia. The parties submit to the exclusive jurisdiction of the courts of New South Wales for any disputes arising under this Agreement.

16. Contact Us

If you have any questions about these Terms of Service, please contact us:

Peer 2 Peer IT Pty Ltd
ABN: 55 668 013 072
Email: info@p2pit.com.au
Phone: 1300 072 748
Address: Sydney, NSW, Australia