Managed IT Services Terms and Conditions

Version: 2.0
Updated: 21 October 2026

1. GENERAL
1.1. These Managed IT Services Terms and Conditions ("Terms and Conditions") set out the standard conditions under which Launceston IT Pty Ltd (ABN 32 608 990 790) ("Launceston IT") provides Managed IT Services to its clients.
1.2. These Terms and Conditions form part of the Managed IT Services Agreement entered into between Launceston IT and the Client, including its Schedules and any provisions of the accepted quote incorporated under Clause 11.4 of the Managed IT Services Agreement (collectively referred to as the "Agreement").
1.3. "Client" means the person or entity identified as the Client in the signed Managed IT Services Agreement. "Party" means either Launceston IT or the Client, and "Parties" means both of them.
1.4. These Terms and Conditions may be updated from time to time in accordance with Clause 8.3 (Changes to the Managed IT Services Terms and Conditions) of the signed Managed IT Services Agreement.
1.5. Unless otherwise stated, terms defined in the Managed IT Services Agreement have the same meaning in these Terms and Conditions.

2. LAUNCESTON IT’S OBLIGATIONS
2.1. Launceston IT will use commercially reasonable efforts to deliver and support the Services for the Client in accordance with industry standards and relevant legislation in a timely manner.
2.2. If Launceston IT fails to deliver the Services in accordance with the Agreement, Launceston IT will take reasonable steps to remedy the fault or provide the affected Services again at no additional cost to the Client.
2.3. Launceston IT will ensure that it and any employees, contractors or subcontractors involved in delivering the Services hold all licences and qualifications required by law.

3. CLIENT’S OBLIGATIONS
The Client must:
3.1. Provide Launceston IT with access to the Client's premises, computer systems and equipment as reasonably required to deliver the Services.
3.2. Provide Launceston IT with remote access to the Client's systems and devices covered by the Services, or otherwise authorised by the Client, as reasonably required to deliver the Services.
3.3. Advise Launceston IT of any changes initiated by the Client within the covered systems. This includes but is not limited to changes to settings, hardware or network devices.
3.4. Take overall responsibility for the security of its IT systems, networks and equipment, including their physical security. This includes taking reasonable steps to protect these systems and not disabling, removing or interfering with security measures implemented by Launceston IT, including firewalls, monitoring systems, antivirus and ransomware protection, without Launceston IT's prior approval.
3.5. Maintain appropriate antivirus, spyware and ransomware protection on all devices under management. If these are not provided by Launceston IT, the Client must produce evidence of this on request.
3.6. Only use genuine, licensed and vendor-supported Server and Desktop Software. If software is not supplied by Launceston IT, the Client must produce evidence of current licences for software on request.
3.7. The Client acknowledges that the provision of Services, including maintenance, updates and troubleshooting, may result in temporary interruptions to the Client's IT systems or business operations.

4. FEES & PAYMENTS
4.1. Invoicing
4.1.1. Managed IT Services are invoiced monthly in advance on the 23rd of each month, with payment due on the 1st of the following month. Initial invoices and adjustments to Services may be issued outside this billing cycle.
4.1.2. Excluded Services are invoiced upon completion of the work, with payment due within seven (7) days of the invoice date, unless otherwise specified in an accepted quotation or agreed in writing.
4.1.3. Third-party licences, subscriptions and other services supplied by Launceston IT will be invoiced in accordance with the applicable billing arrangements and any applicable supplier conditions.
4.2. Payment Methods
4.2.1. Payment is by direct debit through Launceston IT's nominated payment provider, unless otherwise agreed in writing.
4.2.2. Direct debit payments will be processed on the invoice due date or the next business day.
4.2.3. The Client must provide and maintain a valid Direct Debit Authority and ensure sufficient funds are available to meet payments when due.
4.3. Overdue Payments and Invoice Disputes
4.3.1. The Client must pay all invoices by their due dates, unless otherwise agreed in writing.
4.3.2. If a payment fails or an invoice becomes overdue, Launceston IT may contact the Client to arrange payment or update their payment details.
4.3.3. If the Client disputes an invoice, they must notify Launceston IT as soon as practicable, providing details of the disputed charges. Both Parties will make reasonable efforts to resolve the dispute promptly. Any undisputed amounts remain payable by the invoice due date.
4.4. Suspension for Non-Payment
4.4.1. If the Client fails to pay an invoice by its due date, Launceston IT may suspend the Services after providing at least seven (7) days' written notice of the overdue amount and its intention to suspend Services. Launceston IT will consider any genuine billing dispute raised by the Client before proceeding with suspension.
4.4.2. Suspension does not terminate the Agreement or remove the Client's obligation to pay outstanding Fees. Launceston IT will restore suspended Services within a reasonable time after the overdue amount has been paid or the matter otherwise resolved.
4.5. Third-Party Products and Services
4.5.1. Launceston IT may supply, manage or support third-party products and services on behalf of the Client, including software licences, subscriptions, telecommunications, cloud services and other technology products.
4.5.2. Third-party products and services may be subject to the supplier's own terms and conditions, licensing requirements, minimum commitments, renewal arrangements and cancellation policies. Launceston IT will advise the Client of any applicable conditions that may affect their purchase or use of these products and services.
4.5.3. Prices for third-party products and services may change as a result of supplier price increases or changes to licensing arrangements. Launceston IT will notify the Client of any resulting changes to their Fees before they take effect, subject to the pricing and variation provisions of the Managed IT Services Agreement.
4.5.4. Launceston IT is not responsible for interruptions, faults, changes or discontinuation of third-party products and services that are outside its reasonable control. Launceston IT will use reasonable efforts to assist the Client with issues relating to third-party products and services it supplies or manages, in accordance with the agreed Services.
4.5.5. Termination of the Managed IT Services Agreement does not automatically cancel third-party licences, subscriptions or services. Where these remain active, or are subject to minimum commitments or notice periods, the Client remains responsible for applicable charges until they can be cancelled or transferred in accordance with the relevant supplier's conditions and the Agreement.

5. SEATS AND SERVICE COVERAGE
5.1. A Seat is a unit of Managed IT Services coverage allocated to a person, device, system or agreed group of users or devices. The initial number and allocation of Seats will be recorded in the accepted quote. Launceston IT may review and adjust Seat allocations as the Client's IT environment and support requirements change, in accordance with Clause 4 (Changes to Services) of the Managed IT Services Agreement.
5.2. An individual User Seat may cover multiple devices used by that person. Seats are allocated based on the Services required, regardless of whether a person works full-time, part-time or casually.
5.3. Users with individual business email accounts or other supported user accounts must be included in the Client's Seat allocation, either individually or as part of an agreed group.
5.4. Launceston IT may agree to allocate a single Seat to a group of users sharing a role or to a group of devices used for a common purpose. Any such arrangement must specify the users or devices covered, including any applicable limits or conditions.
5.5. Pooled or grouped Seats are not automatically available and must be expressly agreed by Launceston IT. Where the number of users or devices, or the support requirements, exceed the agreed allocation, additional Seats or Fees may apply.
5.6. Changes to the number or allocation of Seats will be managed in accordance with Clause 4 (Changes to Services) of the Managed IT Services Agreement.

6. SERVICE DELIVERY AND FAIR USAGE
6.1. Managed IT Services are provided without a fixed monthly limit on the number of support requests or technician hours. All support remains subject to the agreed scope of Services, Excluded Services and the fair usage provisions of these Terms and Conditions.
6.2. The Client must use the Services reasonably and in good faith. The Services are intended to cover normal and ongoing IT support requirements and do not extend to usage that is substantially beyond the support requirements reasonably anticipated for the Client's agreed Services and Seat allocation.
6.3. Where Launceston IT identifies excessive or unreasonable use of the Services, it will discuss the matter with the Client and seek to agree on an appropriate solution. Any changes to Services, Seats or Fees will be managed in accordance with Clause 4 (Changes to Services) of the Managed IT Services Agreement.
6.4. Launceston IT will use reasonable efforts to respond to and resolve support requests in a timely manner, taking into account the urgency and impact of the issue. Unless otherwise expressly agreed, Launceston IT does not guarantee specific response or resolution times.

7. INITIAL INFRASTRUCTURE REVIEW
7.1. Launceston IT's initial infrastructure review may identify existing faults, unsupported equipment, security risks, additional infrastructure or other support requirements that were not known when the Managed IT Services Agreement was signed. Some issues may only become apparent after onboarding is completed.
7.2. Where such findings require additional work outside the agreed Services, Launceston IT will advise the Client and recommend appropriate action. Any additional work will be handled in accordance with the Changes to Services and Excluded Services provisions of the Managed IT Services Agreement.
7.3. Where previously unidentified infrastructure or support requirements increase the scope or cost of providing the Services, Launceston IT may review the agreed Fees, including during a Minimum Term. Launceston IT will explain the findings and provide details of any proposed adjustments to the Services and Fees.
7.4. If the Client does not agree to the proposed adjustments, Launceston IT may exclude the previously unidentified infrastructure or support requirements from the Services, provided the exclusion is reasonably necessary to address the additional scope or cost. Launceston IT will notify the Client in writing of the specific infrastructure or requirements excluded, the Services that will no longer be provided for them, and any known impact on other managed systems.

8. CONFIDENTIAL INFORMATION
8.1. In the course of providing the Services, either Party may gain access to the other Party's Confidential Information. Confidential Information includes business, financial, technical, personal or other information that is identified as confidential or would reasonably be understood to be confidential.
8.2. Both Parties must protect the other Party's Confidential Information and only use it for purposes related to performing their obligations under the Agreement.
8.3. Neither Party may disclose the other Party's Confidential Information to a third party without prior written consent, except where disclosure is reasonably necessary to deliver the Services, obtain professional advice, comply with the law or make a disclosure permitted by law to an appropriate authority concerning suspected serious unlawful activity. Any disclosure must be limited to information reasonably necessary for the purpose. Persons receiving Confidential Information for the purpose of delivering the Services or providing professional advice must be subject to appropriate confidentiality obligations.
8.4. Confidential Information does not include information that is publicly available through no breach of the Agreement, was already lawfully known to the receiving Party, or was independently obtained or developed without using the other Party's Confidential Information.
8.5. The client-specific terms of the Managed IT Services Agreement, including its Schedules, are confidential. Launceston IT retains ownership of its agreement templates and proprietary documentation. The Client must not reproduce or distribute Launceston IT's proprietary documentation without prior written consent, except for internal business purposes, professional advice, or as required by law.
8.6. The confidentiality obligations under this clause continue after termination of the Agreement.

9. INTELLECTUAL PROPERTY
9.1. Each Party retains ownership of its existing Intellectual Property, including tools, methodologies and proprietary software used in delivering the Services. Neither Party transfers ownership of its existing Intellectual Property to the other unless expressly agreed in writing.
9.2. The Client retains its existing rights to data and information held or managed by Launceston IT, subject to any applicable third-party rights.
9.3. Each Party must take reasonable steps to protect the other Party's Intellectual Property from unauthorised access, use or disclosure.
9.4. Launceston IT retains ownership of all Intellectual Property it develops or creates in the course of providing the Services, including software, scripts, automations, configurations, integrations, tools and documentation, whether developed specifically for the Client or otherwise.
9.5. Launceston IT may reuse, modify, adapt and provide this Intellectual Property to other clients, provided it does not disclose or misuse the Client's Confidential Information or Intellectual Property.
9.6. Where the Client requires ownership of Intellectual Property developed specifically for them, this must be expressly agreed in writing by both Parties, including in an accepted quotation or separate written agreement that specifies the scope and terms of the transfer of ownership.
9.7. The Client is granted a non-exclusive, royalty-free licence to continue using any software, scripts, automations, configurations or other Intellectual Property developed by Launceston IT and installed or provided as part of the Client's IT environment, including after termination of the Agreement. This does not transfer ownership of that Intellectual Property to the Client or grant any right to copy, distribute, sell or provide it to third parties. This right does not extend to Launceston IT's proprietary management tools, platforms or services, or third-party software, which remain subject to their applicable licensing arrangements.
9.8. Launceston IT is not required to transfer ownership of, or provide source code for, its own Intellectual Property unless otherwise agreed in writing.

10. SOLICITING EMPLOYEES
10.1. During the term of the Agreement and for twelve (12) months after its termination, the Client must not directly or indirectly solicit or encourage an employee of Launceston IT who has been involved in providing Services to the Client to leave their employment with Launceston IT, unless Launceston IT provides prior written consent.
10.2. This restriction does not prevent the Client from employing a person who responds independently to a general recruitment advertisement or approaches the Client without having been solicited or encouraged to do so.

11. INSURANCE
11.1. Launceston IT will maintain Public Liability and Workers Compensation insurance and shall provide proof of such insurance to the Client on request.
11.2. The Client is required to maintain Public Liability insurance of at least $10 million. The Client shall provide a proof of such insurance on request.

12. SUB-CONTRACTORS
12.1. The Client acknowledges that Launceston IT may use sub-contractors in the delivery of the Service.
12.2. All sub-contractors will be appropriately screened to ensure they are fit and proper for the function they are fulfilling.
12.3. Launceston IT will take reasonable steps to ensure that subcontractors engaged to deliver the Services comply with relevant confidentiality, security and other obligations applicable to the work they perform.
12.4. Launceston IT will take reasonable steps to ensure that subcontractors hold insurance appropriate to the work they perform, including Public Liability and Workers Compensation insurance where applicable. Launceston IT may request evidence of insurance from subcontractors and provide this to the Client upon request, where available.

13. POLICIES AND PROCEDURES
13.1. Launceston IT will comply with the Client's applicable workplace health and safety, security, access and other site-specific policies and procedures when attending the Client's premises. The Client must provide Launceston IT with relevant policies and procedures, and arrange any required training or inductions, before work commences.
13.2. Where the Client has existing IT policies and procedures, Launceston IT will work with the Client to ensure the Services are consistent with those policies, provided they do not conflict with the Agreement, applicable laws or reasonable security requirements. Any changes to the Services required to accommodate the Client's policies will be managed in accordance with the Managed IT Services Agreement.
13.3. Launceston IT may assist the Client with reviewing, updating or developing IT policies and procedures where required, subject to the agreed scope of Services.

14. REMOTE AND UNATTENDED ACCESS
14.1. The Client must provide Launceston IT with remote access to devices and systems covered by the Services, as reasonably required to deliver those Services.
14.2. Launceston IT may implement unattended remote access to devices and systems covered by the Services. Unattended access means that Launceston IT's technicians may access a device without the user being present, subject to the Remote Access Procedure in Clause 14.4.
14.3. Launceston IT will always use a secure, industry recognised access platform to manage Remote and Unattended Access.
14.4. Remote Access Procedure:
14.4.1. User Devices: Where a device is assigned to an individual user, Launceston IT will ordinarily seek the user's permission before remotely accessing the device. The technician and user may agree on a suitable time for unattended access. Where the user is unavailable, permission may instead be obtained from a person authorised by the Client to approve access to that user's device or data.
14.4.2. Network and Shared Infrastructure: Launceston IT may remotely access servers, network equipment and other shared infrastructure covered by the Services without obtaining permission for each instance of access. Before carrying out changes, maintenance or restarts that are reasonably expected to disrupt the Client's operations, Launceston IT will consult with the Client where practicable and arrange a suitable time for the work.
14.4.3. Urgent Access: Where immediate access is reasonably necessary to respond to a serious security threat, critical system failure or significant service outage, Launceston IT may access affected systems without obtaining prior permission, provided the access is limited to what is reasonably necessary to address the issue. Launceston IT will notify the Client as soon as practicable where such access would otherwise have required permission under this clause.

15. PASSWORDS
15.1. Launceston IT may securely store passwords and other login credentials for the Client's systems and users where required to deliver the Services. Any passwords stored by Launceston IT will be held in a secure password manager accessible only to authorised personnel.
15.2. The Client is responsible for ensuring all Users keep their password information securely stored.
15.3. Users may only request details of or changes to their own password, unless they are specifically authorised by the Client to access other users’ password information.
15.4. Passwords and other sensitive login information will be provided to Users through a secure method of communication, as determined by Launceston IT. Users must store any passwords they receive securely and must not share them with unauthorised persons.

16. BACKUP SERVICES
16.1. Launceston IT recommends that all Clients maintain appropriate backups of their important data and systems to protect against data loss, equipment failure, cyberattacks and other incidents.
16.2. Backup services are provided as a separate product and are not included in the Managed IT Services Fees unless expressly agreed otherwise. The Client is responsible for ensuring that appropriate backup arrangements are in place, whether provided by Launceston IT or another provider.
16.3. Where the Client chooses not to implement backup arrangements recommended by Launceston IT, the Client accepts the risks associated with that decision, including potential permanent data loss and the inability to restore affected systems. Launceston IT is not responsible for data loss resulting from the Client's decision not to maintain appropriate backups, except to the extent that liability cannot lawfully be excluded.
16.4. Where Launceston IT provides or manages backup services, it will use reasonable care and skill in delivering those services. However, Launceston IT does not guarantee that every backup will complete successfully, that all data will be recoverable, or that restoration will always be successful.
16.5. The scope of any backup services, including the systems and data covered, backup frequency, retention periods and restoration arrangements, will be determined by the backup product or service purchased by the Client.

17. SECURITY AND OPERATIONAL SUSPENSION
17.1. Launceston IT may temporarily suspend or restrict access to any Services, systems or devices where it reasonably believes that continued access or operation poses a security risk to Launceston IT, the Client, other clients or their respective systems and data.
17.2. Where reasonably necessary to protect affected systems or prevent further harm, Launceston IT may take immediate protective action without prior notice. This may include isolating devices, restricting network access, disabling compromised accounts or temporarily suspending affected Services.
17.3. Launceston IT will take reasonable steps to minimise disruption to the Client's business and limit any suspension or restriction to what is necessary to address the identified risk.
17.4. Launceston IT will notify the Client as soon as practicable of any suspension or restriction, including the reason for the action and any steps required to restore normal Services, unless doing so would compromise security or be prohibited by law.
17.5. Launceston IT will restore suspended Services as soon as reasonably practicable once the identified risk has been adequately addressed and it is safe to do so.
17.6. In the event of a security incident, each Party will notify the other as soon as reasonably practicable upon becoming aware of any incident that affects, or is reasonably likely to affect, the security of the other Party's systems or information. Both Parties will provide reasonable cooperation in investigating and responding to the incident, subject to applicable law.

18. ILLEGAL OR INAPPROPRIATE MATERIAL
18.1. In the course of providing the Services, Launceston IT and its personnel may encounter illegal or inappropriate material on the Client's systems. This may include:
18.1.1. Illegal material or information relating to illegal activities.
18.1.2. Pornographic or other inappropriate material.
18.1.3. Pirated or unlawfully licensed software.
18.1.4. Material that breaches the Client's IT policies.
18.2. The Client is responsible for managing illegal or inappropriate material stored on its systems. Where Launceston IT becomes aware of such material, it will ordinarily notify the Client so that appropriate action can be taken. Where Launceston IT has reasonable grounds to suspect serious criminal activity, it may refer the matter to police or another appropriate authority for assessment or investigation, where permitted by law. Any disclosure will be limited to information reasonably necessary for that purpose.
18.3. Launceston IT will not knowingly undertake illegal activities on behalf of the Client. Launceston IT may refuse to access, handle, modify or delete illegal or inappropriate material and may seek legal advice before taking further action.
19. WHS
19.1. Launceston IT is committed to providing a safe and healthy work environment for our employees, contractors and clients.
19.2. The Client will ensure that a safe work environment is provided for any Launceston IT employees or contractors attending their site.
19.3. Launceston IT will notify the Client of any workplace health and safety issues we become aware of whilst on site. Launceston IT reserves the right to leave, or refuse to attend, the Client’s site if notified issues are not resolved or if a safe work environment is not provided.
19.4. If the Client requires Launceston IT to adhere to any of the Client’s workplace health and safety policy or procedure whilst on site, the Client must provide Launceston IT with a copy of the policy, and provide each Launceston IT employee who attends site with an appropriate safety induction.

20. POST TERMINATION SERVICES
20.1. Launceston IT will work with the Client or their nominated service provider to facilitate the transfer or cancellation of Services following termination of the Agreement, in accordance with Clause 9.7 of the Managed IT Services Agreement.
20.2. The Client must provide reasonable instructions and cooperation to enable the transfer or cancellation of Services, including identifying their nominated service provider and providing any necessary authorisations.
20.3. Launceston IT will use reasonable efforts to complete the transition before the termination date.
20.4. Launceston IT may remove its remote access, monitoring, security management and other management systems from the Client's environment as part of the transition, once those services are no longer required or the Agreement has ended, subject to applicable security and legal obligations.
20.5. Where the Client has third-party licences, subscriptions or services supplied through Launceston IT, their cancellation or transfer may be subject to the supplier's terms, notice periods or minimum commitments. Launceston IT will take reasonable steps to arrange cancellation or transfer in accordance with the Client's instructions and applicable supplier conditions.
20.6. Launceston IT will provide reasonable assistance with the Client's access to and transfer of its data, systems and documentation as part of the transition process. This includes arranging a secure export where Client data is held in Launceston IT's systems and cannot reasonably be accessed directly by the Client.
20.7. Following completion of the transition, Launceston IT may securely delete Client data, credentials, backups and other information held in its systems that is no longer required to provide Services, subject to applicable legal, regulatory and contractual retention requirements. Launceston IT may retain information reasonably necessary for legitimate business purposes, including financial records, service histories and records relating to legal obligations or disputes, provided such information remains appropriately protected.
20.8. Payment for Transition Services:
20.8.1. Where the Client's account is up to date, reasonable transition assistance provided during the termination notice period is included in the Services.
20.8.2. Where the Client has outstanding invoices, Launceston IT may require payment of those invoices before undertaking further transition or offboarding work, including during the notice period.
20.8.3. Any work performed after the termination date will be charged in accordance with Clause 9.7.2 of the Managed IT Services Agreement, and Launceston IT may require payment in advance for that work.

21. PUBLIC HOLIDAYS
21.1. For the purposes of these Terms and Conditions and the Managed IT Services Agreement, Public Holidays are all statewide and local statutory holidays applicable to Launceston, Tasmania, under sections 4 and 5 of the Statutory Holidays Act 2000 (Tas), including any amendments or replacement legislation.
21.2. Government holidays under section 6 of that Act, including Launceston Cup Day and Easter Tuesday, are not considered Public Holidays for the purposes of the Services.
21.3. Support provided on Public Holidays is excluded from the Client's included support hours and will be charged at the applicable after-hours rates specified in Schedule B – Fees and Service Terms of the Managed IT Services Agreement.

22. DISCLAIMER OF WARRANTIES
22.1. Launceston IT does not guarantee that the Services or the Client's IT systems will operate without interruption or errors, remain free from unauthorised access or cyberattacks, or that all security threats, vulnerabilities or system faults will be detected or prevented.
22.2. Launceston IT will provide the Services in accordance with the Agreement and applicable laws, including any consumer guarantees that cannot legally be excluded or limited. Nothing in these Terms and Conditions excludes, restricts or modifies any rights or remedies that cannot lawfully be excluded, restricted or modified.
22.3. The Services may be interrupted or unavailable due to circumstances including scheduled or unscheduled maintenance, equipment or software failures, telecommunications outages, internet connectivity issues or failures of third-party services.
22.4. Any security assessment, recommendation or improvement provided by Launceston IT does not constitute a guarantee that the Client's IT systems are completely secure or free from vulnerabilities. This applies even where the Client has implemented Launceston IT's recommendations.

23. LIMITATION OF LIABILITY
23.1. To the extent permitted by law, Launceston IT is not liable for indirect or consequential losses arising from or in connection with the Agreement, including indirect loss of profits, business opportunities or goodwill.
23.2. Subject to Clause 23.4, Launceston IT's total liability arising from or in connection with the Agreement, whether in contract, negligence or otherwise, is limited to an amount equal to six (6) months of the Client's monthly Managed IT Services Fees applicable at the time of the event giving rise to the claim. This limit applies collectively to all claims arising from the same event or a series of related events.
23.3. Where permitted by section 64A of the Australian Consumer Law, and where fair and reasonable in the circumstances, Launceston IT's liability for failure to comply with an applicable consumer guarantee relating to the Services is limited, at Launceston IT's option, to supplying the affected Services again or paying the reasonable cost of having those Services supplied again.
23.4. Nothing in this clause excludes or limits liability for fraud, wilful misconduct, or any liability, right or remedy that cannot lawfully be excluded or limited, including applicable rights under the Australian Consumer Law.