Terms and Conditions

Document Version: 2.0 Effective Date: December 2025 ABN: 16 669 345 822

Part A - General Provisions

1. Definitions and Interpretation

1.1 Definitions In these Conditions and all related documents (including Quotes, Orders, Plans and Rate Schedules), the following definitions apply:

1.2 Interpretation Unless the context requires otherwise:

• (a) Singular includes plural and vice versa;
• (b) Any gender includes all genders;
• (c) References to legislation include amendments and replacements;
• (d) Headings are for convenience only;
• (e) Dollar amounts ($) are Australian Dollars;
• (f) Time references are to Brisbane time (AEST/AEDT);
• (g) "Person" includes individuals, companies, partnerships, trusts, and government bodies;
• (h) "Includes" means includes without limitation;
• (i) References to documents include amendments and replacements;
• (j) "Insolvency" includes bankruptcy, liquidation, administration, and analogous events under any jurisdiction.

2. Application of These Conditions

2.1 Application Unless We agree otherwise in writing, these Conditions apply to all Quotes, Orders, Plans and other arrangements for Goods and Services. Where there is any inconsistency, these Conditions prevail.

2.2 Severability If any provision is invalid or unenforceable, it will be severed or read down to the minimum extent necessary. The remaining provisions continue in full force.

2.3 Consumer Law Protection Nothing in these Conditions excludes, restricts or modifies any Consumer Guarantee or right You have under the *Australian Consumer Law* that cannot be excluded by agreement.

2.4 Unfair Contract Terms No term is intended to create a significant imbalance contrary to the unfair contract terms provisions of the *Australian Consumer Law*. If a court finds any term unfair:

• (a) That term will be void to the minimum extent necessary; and
• (b) We will negotiate in good faith to agree on a fair replacement term.

3. Term

3.1 Minimum Term The minimum commitment term is specified in Your Quote or Plan Schedule. Unless stated otherwise, the term begins on the first day of the month following Your acceptance.

3.2 Renewal After the minimum term expires, this Agreement continues month-to-month on the same terms, unless terminated under clause 4.

4. Termination

4.1 Termination by You for Cause You may terminate this Agreement on 30 days written notice if We:

• (a) Materially breach this Agreement and fail to remedy the breach within 30 days of Your written notice; or
• (b) Cease business operations (unless succeeded by a permitted assignee).

4.2 Termination by Us We may terminate this Agreement on 90 days written notice to You.

4.3 Immediate Termination Either party may terminate immediately by written notice if the other party:

• (a) Becomes insolvent or enters administration, liquidation or bankruptcy; or
• (b) Is unable to pay its debts as they fall due.

4.4 Transition Assistance On termination, We will provide reasonable assistance to transition Services to another provider. You agree to pay for this assistance at Our standard Rates.

4.5 Early Termination Fee If You terminate before the minimum term expires (other than for Our breach), You must pay the lesser of:

• (a) The Fees remaining for the balance of the minimum term; or
• (b) The early termination fee specified in Your Quote or Plan Schedule.

4.6 Survival Clauses that by their nature should survive termination (including clauses 21, 32, 33 and 34) continue after this Agreement ends.

5. Representations

5.1 No employee or agent of Ours has authority to make representations, warranties or promises beyond what is contained in these Conditions, unless confirmed in writing by Us.

6. Notices

6.1 Notices under these Conditions must be in writing and sent by email to the other party's last notified email address.

6.2 A notice is taken to be received:

• (a) If sent by email — when sent, unless the sender receives a delivery failure notification; or
• (b) If sent by post — 3 Business Days after posting (domestic) or 7 Business Days (international).

6.3 Either party may change their notice address by written notice to the other.

7. Governing Law

7.1 These Conditions are governed by the laws of Queensland, Australia.

7.2 Each party submits to the non-exclusive jurisdiction of the Queensland courts.

7.3 The *Competition and Consumer Act 2010* (Cth), Australian Consumer Law, and corresponding State and Territory legislation apply to the extent required by law.

8. Assignment

8.1 You may not assign Your rights or obligations without Our prior written consent (not to be unreasonably withheld).

8.2 We may assign Our rights and obligations to:

• (a) A related body corporate; or
• (b) A purchaser of Our business,

upon written notice to You. Your rights under this Agreement will not be diminished by any such assignment.

9. Variation of These Terms

9.1 We may vary these Conditions by:

• (a) Publishing the updated Conditions on Our website; and
• (b) Giving You at least 30 days written notice of material changes.

9.2 If You do not accept a material variation, You may terminate this Agreement within 30 days of receiving notice, without penalty (except for payment for Services already provided).

9.3 Continued use of Our Services after a variation takes effect constitutes acceptance of the varied Conditions.

Part B - Goods and Services

10. Quotes

10.1 Nature of Quotes A Quote is an invitation to place an Order. It does not create a binding contract until We accept Your Order.

10.2 Validity Quotes are valid for 7 days unless otherwise specified. Once expired, a new Quote must be requested.

10.3 Price Confirmation Prices are confirmed when both parties agree on the final Quote. Until confirmation, We may adjust prices due to:

• (a) Changes You request;
• (b) Price or supply fluctuations outside Our control; or
• (c) Product unavailability (substitutions require Your approval).

10.4 Estimates and Limitations Quotes are based on costs and specifications at the time of quoting. The following are estimates only and not guaranteed:

• (a) Delivery timeframes (based on vendor estimates); and
• (b) Freight charges (unless stated as fixed).

10.5 Changes After Quoting If You request changes after We issue a Quote and We agree, the additional work will be charged at Our prevailing Rates.

10.6 Discounts If a discount or special offer is applied, it cannot be combined with other promotions.

10.7 Withdrawal We may vary or withdraw a Quote at any time before Your Order is accepted, with notice where practicable.

10.8 Stock and Ordering We order items only after receiving a confirmed Order. Returns and cancellations:

• (a) May incur a restocking fee;
• (b) Require distributor approval; and
• (c) Are not guaranteed, as not all products can be returned.

10.9 Warranty Unless otherwise specified, hardware items include the manufacturer's warranty (parts and labour, return to depot).

11. Orders

11.1 Placing Orders You may place an Order by completing an Order form or approving a Quote electronically (by email or via Our web portal). Orders must include:

• (a) Your full legal or business name and ABN/ACN (if applicable);
• (b) Contact details and delivery address; and
• (c) The relevant Quote reference (if any).

11.2 Authority When You submit an Order (or someone does so on Your behalf), the person submitting warrants they are authorised to bind You. We may rely on the apparent authority of anyone submitting an Order in Your name.

11.3 Acceptance An Order is not binding until We accept it in writing. Where advance payment is required, the Order is not accepted until We receive cleared funds.

11.4 Credit Checks If We consider extending credit terms, You consent to Us conducting a credit reference check in accordance with the *Privacy Act 1988* (Cth).

11.5 Cancellation You may not cancel an Order once We have accepted it, unless We agree in writing. Orders cannot be cancelled once Goods have been dispatched (which may occur the same day the Order is placed).

11.6 Cooperation You agree to cooperate with Our processes and procedures for fulfilling Orders and providing Services.

11.7 Electronic Transactions Electronic communications (including email and electronic signatures) constitute valid written communications under the *Electronic Transactions Act 1999* (Cth).

12. Pricing and Rates

12.1 GST All prices are exclusive of GST unless stated otherwise. GST will be added to taxable supplies.

12.2 Rate Schedule You must pay at the Rates in the applicable Plan, Quote or Rate Schedule.

12.3 Rate Changes We may vary Rates with at least 30 days written notice (except where fixed pricing is specified in a Plan).

12.4 Additional Charges The following may be charged in addition to standard Rates:

• (a) Call-out fees — as set out in the Rate Schedule;
• (b) Expenses — travel, accommodation, parking and other reasonable out-of-pocket costs (We will seek prior approval where practicable); and
• (c) Return/Cancellation fees — to cover administration costs for processing returns or cancellations.

12.5 Time-Based Billing Time-based charges are calculated in the increments specified in the Rate Schedule. Part increments are charged as full increments.

12.6 Pre-Paid Services If You purchase pre-paid service blocks:

• (a) Payment is required in advance;
• (b) Unused time does not roll over to the next Period; and
• (c) No refunds apply for unused services.

13. Services and Plans

13.1 Scope We provide the Services and Plans described in the Rate Schedule and Plan Schedules. We may vary, add to, or withdraw Services with reasonable notice.

13.2 Documentation Current Rate Schedules are available on request. Plan Schedules are provided to participating Clients.

14. Subcontracting

14.1 We may subcontract any Services, but remain responsible for performance under these Conditions.

14.2 Subcontractors will be appropriately qualified and bound by confidentiality obligations.

15. Delivery, Title and Risk

15.1 Delivery We will use reasonable endeavours to deliver Goods by the estimated date, but are not liable for delays caused by circumstances beyond Our reasonable control (including supplier or carrier delays).

15.2 Acceptance You must be available to accept delivery at Your nominated address during Business Hours unless otherwise arranged.

15.3 Risk Risk in Goods passes to You on delivery. You should insure Goods from delivery.

15.4 Retention of Title Until We receive full payment for all amounts You owe Us:

• (a) Title to Goods remains with Us;
• (b) You hold Goods as Our bailee and must not sell them;
• (c) You must keep Goods separate and identifiable; and
• (d) If You sell Goods in breach of this clause, You hold the proceeds on trust for Us.

We may enter Your premises on reasonable notice to recover unpaid Goods. You authorise Us to do so.

15.5 PPSA These Conditions create a purchase money security interest (PMSI) under the PPSA. You consent to Us registering Our interest on the PPSR and agree to provide reasonable assistance to register and maintain it. To the extent permitted by law, You waive Your rights under sections 95, 96, 117, 118, 120, 121(4), 125, 130, 132(3)(d), 132(4), 135, 142 and 143 of the PPSA.

16. Returns and Claims

16.1 General Returns Goods may only be returned in accordance with the manufacturer's or supplier's return policy.

16.2 Non-Returnable Goods Customised, special-order, or overseas-sourced Goods generally cannot be returned.

16.3 Inspection Inspect all Goods on delivery. Notify Us of any issues within 7 days.

16.4 Return Conditions Goods must be returned in original condition. Faulty or incorrectly described Goods may be returned even if opened.

16.5 Return Costs You pay return costs unless the return is for a warranty or guarantee claim.

17. IT Services and Fitness for Purpose

17.1 Nature of IT Services IT services involve inherent uncertainty. While We use reasonable skill and care, We cannot guarantee specific outcomes. Troubleshooting, advice, and recommendations may not always resolve issues or produce expected results.

17.2 Scope of Assistance Under any Plan, We provide reasonable assistance as estimated. Work beyond this scope is charged at the applicable Rates.

17.3 Recommendations You acknowledge that:

• (a) We may recommend third-party products;
• (b) Compatibility and performance depend on factors outside Our control;
• (c) Customisation may be a significant undertaking; and
• (d) You are responsible for Your decisions on whether to follow Our recommendations.

17.4 Security Services No IT security measures are foolproof. We follow industry best practices but cannot guarantee prevention of all cyber-attacks, breaches, or unauthorised access. Security effectiveness depends on factors including:

• (a) Your compliance with Our recommendations;
• (b) Timely updates and patches; and
• (c) End-user behaviour.

We are not liable for breaches caused by factors outside Our reasonable control, including zero-day exploits or Your failure to implement Our recommendations.

17.5 Third-Party Products and Cloud Services Third-party products and cloud services are subject to the provider's own terms and warranties. We pass through available warranties but make no additional warranty as to their performance. We will assist with warranty claims where practicable.

18. Force Majeure

18.1 Neither party is liable for failure to perform due to circumstances beyond its reasonable control (Force Majeure Event), including:

• (a) Natural disasters, pandemics, or epidemics;
• (b) War, terrorism, strikes, or civil unrest;
• (c) Government action or public authority orders;
• (d) Third-party supplier or transport failures;
• (e) Cyber-attacks or system failures beyond Our control.

18.2 If a Force Majeure Event prevents Us from supplying Goods or Services, We may cancel the affected Order on notice and will refund any amounts paid for undelivered Goods or Services.

18.3 If a Force Majeure Event continues for more than 30 days, either party may terminate this Agreement without liability.

19. Product Specifications

19.1 We endeavour to supply Goods as ordered, but may supply Goods with minor specification variations where changed by the manufacturer.

19.2 If ordered Goods are unavailable, We may substitute Goods of equal or better quality at no extra cost to You.

19.3 We will notify You of material specification changes or substitutions before delivery where practicable.

20. Warranties

20.1 Consumer Guarantees Our Goods and Services come with guarantees that cannot be excluded under the Australian Consumer Law:

• Major failures (Goods): You may choose a refund or replacement.
• Major failures (Services): You may cancel and receive a refund for the unused portion.
• Minor failures: You are entitled to have the issue rectified in a reasonable time, or receive a refund.

20.2 Manufacturer's Warranty Hardware may also be covered by the manufacturer's warranty. We can assist with manufacturer warranty claims.

20.3 Making a Claim Contact Us using the details in Appendix A. We will assess Your claim and advise the applicable remedy.

21. Liability

21.1 Consumer Law Protection Nothing in this clause excludes or limits any Consumer Guarantee or right You have under the Australian Consumer Law. The limitations below apply only to the extent permitted by law.

21.2 Exclusion of Implied Terms To the extent permitted by law, all implied terms, warranties and conditions (other than Consumer Guarantees) are excluded.

21.3 Data Loss To the extent permitted by law, We are not liable for loss or corruption of Your data. Your sole remedy is for Us to:

• (a) Use reasonable efforts to recover data from available backups; or
• (b) Pay reasonable third-party data recovery costs,

subject to the cap in clause 21.5. If recovery is not possible, You may claim up to the liability cap.

You are responsible for maintaining adequate backups. We strongly recommend a comprehensive backup strategy including off-site or cloud backups, with regular restoration testing.

21.4 Consequential Loss To the extent permitted by law, neither party is liable for indirect or consequential losses, including loss of profits, revenue, goodwill, anticipated savings, data, or business interruption.

21.5 Liability Cap Subject to clauses 21.1, 21.6 and 21.7, Our total aggregate liability under this Agreement is limited to the greater of:

• (a) The Fees paid by You in the 12 months before the event giving rise to the claim; or
• (b) $250,000.

This represents a fair allocation of risk. A higher cap may be agreed in writing (which may affect Fees).

21.6 Consumer Guarantee Remedies Where legislation implies a condition that cannot be excluded but can be limited, Our liability is limited to (at Our election):

• Goods: Replacement, repair, or paying the cost of same.
• Services: Re-supply, or paying the cost of re-supply.

21.7 Carve-Outs The liability cap does not apply to:

• (a) Death or personal injury caused by Our negligence;
• (b) Fraud or willful misconduct; or
• (c) Liability that cannot be limited by law.

22. Errors and Omissions

22.1 We endeavour to ensure quoted prices and descriptions are accurate.

22.2 If there is a material error, We may rescind the affected Order by written notice, even if already accepted. We will refund any amounts paid.

Part C - Our Responsibilities

23. Privacy

23.1 Our Commitment We handle Personal Information in accordance with the *Privacy Act 1988* (Cth) and Australian Privacy Principles.

23.2 Collection We collect Personal Information to:

• (a) Provide Goods and Services;
• (b) Communicate with You;
• (c) Process payments;
• (d) Comply with legal obligations; and
• (e) Improve Our services.

23.3 Disclosure We may disclose Personal Information to:

• (a) Service providers and contractors;
• (b) Credit reporting bodies;
• (c) Professional advisers; and
• (d) Government authorities (where required by law).

Some recipients may be overseas. We take reasonable steps to ensure they handle information in accordance with Australian standards.

23.4 Your Rights You may request access to, correction of, or deletion of Your Personal Information (subject to legal requirements). Contact: privacy@frozenit.com.au

23.5 Accuracy You must provide accurate information. Additional costs may apply if incorrect information is provided.

24. Data Security and Breach Notification

24.1 Our Security Measures We implement reasonable security measures including encryption, access controls, staff training, and regular reviews.

24.2 Data Breaches Under the *Privacy Amendment (Notifiable Data Breaches) Act 2017* (Cth), if We identify an eligible data breach, We will:

• (a) Contain the breach and assess risks;
• (b) Notify the OAIC as required;
• (c) Notify You if serious harm is likely; and
• (d) Provide recommendations.

24.3 Your Obligations You must:

• (a) Keep access credentials secure;
• (b) Report suspected unauthorised access immediately;
• (c) Implement security measures for Your systems; and
• (d) Ensure data You provide is virus-free.

25. Our Website

25.1 Subject to Consumer Guarantees, We do not warrant that Our website is complete, accurate, continuously available, or error-free.

25.2 We do not endorse linked third-party sites or products.

26. Insurance

26.1 We maintain:

• (a) Public liability insurance ($2,000,000 minimum);
• (b) Professional indemnity insurance; and
• (c) Cyber liability insurance.

26.2 Insurance certificates are available on request.

Part D - Your Responsibilities

27. Service Requests

27.1 You must lodge Service Requests through the approved channels in Appendix A. This ensures proper tracking and response.

28. Access to Systems and Sites

28.1 General Access You agree to provide Us reasonable access to Your equipment, systems, sites, and personnel as required to deliver Services.

28.2 Remote Access You consent to Us installing remote access and monitoring software on Your systems. This enables Us to:

• (a) Monitor system status;
• (b) Provide remote support; and
• (c) Perform maintenance and updates.

Devices may need to remain powered on overnight or on weekends.

28.3 Use of Remote Access Remote access will only be used for providing Services and in accordance with Our privacy obligations.

29. Third Party Authorisations

29.1 You authorise Us to act as Your agent in dealings with third-party providers (e.g., internet or software providers) as needed to deliver Services.

29.2 You are responsible for ensuring We have any authorisations required by third parties.

30. Payment

30.1 Due Date Invoices are due within the terms stated (or as otherwise agreed in writing). Accepted payment methods are listed on each invoice.

30.2 Late Payment If payment is more than 14 days overdue, We may (on 7 days written notice):

• (a) Suspend Services; and/or
• (b) Charge reasonable late payment fees.

30.3 Interest Overdue amounts may incur interest at 2% above the RBA cash rate, calculated daily.

30.4 Recovery Costs You are liable for reasonable costs We incur in recovering overdue amounts, including legal costs.

30.5 Payment Application Payments are applied first to recovery costs, then interest, then oldest debts.

30.6 Other Remedies Our rights under this clause do not limit any other remedies available to Us.

31. Non-Solicitation

31.1 You must not directly solicit or hire Our employees who have provided Services to You, during the engagement and for 12 months after.

31.2 This does not prevent You hiring an employee who responds to a general public advertisement.

31.3 If You hire an employee in breach of this clause, You agree to pay a recruitment fee of 25% of the employee's first-year salary with Us, as a genuine pre-estimate of Our recruitment and training costs.

32. Software

32.1 Licence Responsibility You are responsible for all Software licences. Retain records of licences for all Software used, including Software We install.

32.2 Indemnity To the extent permitted by law, You indemnify Us against claims arising from:

• (a) Unauthorised Software use by You;
• (b) You providing unlicensed Software for Us to install; or
• (c) Third-party Software defects (without limiting Your rights against that third party).

This indemnity does not apply where claims result from Our negligence or wrongful act.

32.3 Custom Software We retain ownership of custom Software We develop unless otherwise agreed in writing.

33. Intellectual Property and Confidentiality

33.1 Your IP Warranty You warrant that information and materials You provide to Us do not infringe third-party rights. You indemnify Us against claims arising from breach of this warranty (except where caused by Our negligence or wrongful act).

33.2 Our IP We own all intellectual property in Work We create unless otherwise agreed in writing.

33.3 Confidentiality Each party must keep confidential information confidential and only use it for purposes of this Agreement. Disclosure is permitted:

• (a) With the other party's consent;
• (b) To employees, contractors or advisers bound by confidentiality; or
• (c) As required by law.

33.4 Survival Confidentiality obligations survive termination of this Agreement.

Part E - Dispute Resolution

34. Dispute Resolution

34.1 Negotiation If a dispute arises, either party may give written notice. The parties must attempt to resolve the dispute through good faith negotiation within 14 days.

34.2 Mediation If not resolved within 14 days, either party may refer the dispute to mediation administered by the Resolution Institute under its mediation rules.

34.3 Mediation Terms The parties agree to:

• (a) Participate in good faith;
• (b) Hold mediation in Brisbane (unless otherwise agreed);
• (c) Share mediation costs equally (excluding each party's legal costs); and
• (d) Keep mediation discussions confidential.

34.4 Litigation If the dispute is not resolved within 28 days of referral to mediation, either party may commence proceedings in the Queensland courts.

34.5 Urgent Relief This clause does not prevent either party from seeking urgent interlocutory relief.

34.6 Continued Performance During a dispute, both parties must continue performing their obligations, including Your obligation to pay undisputed amounts.

Appendix A - Service Request Process

Contact Methods

What to Include

• Brief description of the issue
• Error messages or screenshots (if applicable)
• Urgency level
• Your name, company, and contact details

Important

• Lodge requests through approved channels only — not directly with technicians
• After Hours urgent requests must be made by phone
• After Hours charges apply for work outside Business Hours
• Email/portal requests outside Business Hours are actioned next Business Day

Document Information

Frozen IT Pty Ltd ABN: 16 669 345 822 Email: info@frozenit.com.au Website: www.frozenit.com.au