Terms and Conditions for the Supply of Services
WORKTOPIA PTY LTD (ACN 608 844 382)
1 Entering into a Legally Binding Contract
(a) A contract between the Customer (the Customer) and Worktopia (Worktopia) will come into being in one of the following ways:
(i) when the Customer electronically signs or accepts a Quote via a quoting platform (Quotient) or any other digital tool used by Worktopia. This acceptance constitutes formal agreement to the Services and these Terms, creating a legally binding contract as of the date of electronic acceptance;
(ii) the Customer electronically signs or accepts a Statement of Work (SOW), which will reference these Terms and Conditions, either via email confirmation or through a digital signature platform. Such acceptance constitutes formal agreement as of the date of execution;
(iii) the Customer proceeds with any form of onboarding session, including but not limited to an assessment or security assessment, which will be deemed acceptance of these Terms; or
(iv) verbal consent to proceed with Services is provided, which shall also be deemed acceptance of these Terms. A written or electronic confirmation will follow any verbal agreement to formalise the contract.
(b) All Services provided by Worktopia are subject to these Terms. If the Customer has any queries or requests for amendments, these must be raised prior to electronically signing, proceeding with an onboarding session, or otherwise accepting the Quote or SOW.
(c) The Customer should keep a copy of these Terms for their records.
2 Communicating with Worktopia
(a) If the Customer wishes to send Worktopia any notice or letter, then it needs to be sent to the address below and should be marked for the attention of Worktopia Support.
(i) Email: support@worktopia.au
(ii) Phone: +61 7 3113 9675
(b) If Worktopia wish to send the Customer a letter or notice, Worktopia will use the address the Customer has given as specified in the Quote.
3 Definitions and Interpretation
3.1 Definitions
ACL means Australian Consumer Law.
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 Worktopia’s then current prices; and/or
(b) expenses incurred by Worktopia, at the customer’s request or reasonably required as a result of the customer’s conduct.
Add-ons means additional service options available for purchase beyond the standard service packages, including but not limited to the Teams Phone & AU Calls Bundle.
Background IP means Intellectual Property rights owned by or licensed to a party as at the commencement date or acquired or developed by a party during the term of this agreement independently of the activities carried out under this agreement, which that party has the right to license to third parties and which are necessary or desirable for the performance of the Services.
Business Day means a day that is not a Saturday, Sunday or public holiday in the place where the services are principally being carried out.
Commitment Term means the period during which the Customer commits to receiving Services, either on a month-to-month basis or for an annual term.
Customer means individual or entity receiving Services from Worktopia as outlined in the Quote.
Intellectual Property has its ordinary meaning and includes (without limitation) any work, material, information or matter which may be the subject of any Intellectual Property Rights, including for the avoidance of doubt (and without limitation) any copyright works, patents, trade marks, designs, trade secrets and know-how;
Intellectual Property Rights means all present and future intellectual and industrial property rights throughout the world of whatever nature (whether or not registered or registrable) including, but not limited to, all technical information, know-how, copyright, trade marks, designs, patents, domain names, business names, logos, drawings, trade secrets, the right to have confidential information kept confidential or other proprietary rights, or any rights to registration of such rights, whether created, written developed or brought to existence by us or you in the provision of the Services;
Project IP means all Intellectual Property created, conceived, developed or reduced to practice in the course of the performance of the Services including without all Intellectual Property in the Project Materials.
Project Materials means all documents, data and other materials to be supplied to the Customer by Services Provider as part of the Services, as specified in clause 5.
Quote means a quote issued by Worktopia via its quoting platform (Quotient) or any other digital tool used by Worktopia detailing the specific services, fees, timelines, and terms applicable to a particular Customer engagement.
Services means the range of IT management services offered by Worktopia, including but not limited to Microsoft 365 Management, Cyber Defence, Cloud & Connectivity, IT Consulting, and the provision of Add-ons.
Service Provider means Worktopia Pty Ltd, Worktopia whose details are set out in the Invoice.
Tier Plans means the service packages offered by Worktopia, segmented into Rocinante (Tier 1), Falcon (Tier 2), and Galactica (Tier 3), as described on the Worktopia website.
4 General
(a) These Terms (which will only be waived in writing signed by Worktopia and Customer) will prevail over all conditions of the Customer’s order, to the extent of any inconsistency.
(b) These Terms apply to all transactions between the Customer and Worktopia relating to the provision of Services, including all quotations, contracts and variations. These Terms take precedence over terms of service contained in any document of the Customer or elsewhere.
(c) The variation or waiver of a provision of these terms or a party’s consent to a departure from a provision by another party is ineffective, unless in writing and signed by the parties.
(d) Worktopia may amend any details in a Quote by notice in writing to the Customer for legitimate business, or legal or regulatory compliance reasons. Such amended details supersede any relevant prior detail in dealings between the parties.
5 Scope of Services
5.1 Worktopia will provide the Services as described in the Quote. The Services are delivered according to the Tier Plan selected by the Customer. Each Tier Plan is as advertised on Worktopia’s website at the time of engagement, including the features and inclusions specific to each plan (e.g., 365 management, cyber security monitoring, cloud setup). The specific Services to be provided will be outlined in the Quote and may vary based on the Customer’s requirements.
5.2 Worktopia reserves the right to update or modify services or pricing tiers on the website, and the Customer agrees that any services purchased after such updates will be subject to the new terms.
5.3 The Customer may request additional services or customisations (such as opting out of certain features) during the onboarding process. Any exclusions or modifications must be agreed to in writing and may result in adjustments to the fees charged or Additional Charges. The Services will be provided online, and any meetings or communications between Worktopia and Customer will be conducted via Phone, Teams Meeting and/or Zoom.
5.4 All Services will be provided remotely unless otherwise specified. Support and customer service interactions will primarily be conducted through secure digital channels (email, chat, video conferencing).
5.5 Service Provider may subcontract part of the Services without the Customer’s prior written consent.
6 Prices and Payment Terms
(a) All fees are listed in Australian Dollars (AUD) and are exclusive of Goods and Services Tax (GST) unless otherwise specified. Fees for Services are based on the chosen Tier Plan and any additional Add-ons. Prices are as listed on the Worktopia website at the time of engagement and may vary based on updates or promotions.
(b) The Customer may select a month-to-month or annual commitment term. Month-to-month customers may cancel at any time with written notice (or ticket), provided notice is given before the 21st day of the then current month, while annual contracts may be subject to early termination fees.
(c) Unless otherwise agreed in the Invoice, all payments are due upfront prior to the commencement of work.
(d) For Customers opting into a monthly plan, recurring invoices will be issued at the beginning of each billing cycle. For Customers opting into an annual plan, the full payment is due upon signing, unless a payment plan is specified in the Quote.
(e) The Customer agrees that all payments for Services provided by Worktopia must be made via direct debit unless otherwise agreed in writing. By accepting these Terms, the Customer authorises Worktopia to debit the payment account provided by the Customer on a recurring basis, in accordance with the fees and billing cycle outlined in the Quote. Worktopia reserves the right to withhold Services if the direct debit fails or is cancelled without an alternative payment arrangement being established.
(f) Failure to set up or maintain an active direct debit authorisation may result in suspension or termination of Services.
(g) The Customer will be responsible for any payment processing fees charged by any payment provider.
(h) The Customer acknowledges that Services are provided on either a monthly or annual commitment basis, depending on the Tier Plan selected. Where an annual commitment is made, the Customer agrees that the number of seat licenses and associated fees are locked in for the duration of the commitment term. Reducing the number of seat licenses or downgrading the subscription is not permitted during the annual term unless specifically agreed to in writing by Worktopia.
(i) The Customer remains liable for the full subscription fees corresponding to the seat licenses committed at the start of the annual term, even if fewer seats are utilised during the term.
(j) All annual and monthly subscription commitments will automatically renew at the end of the term for an additional rolling 12-month period unless the Customer provides Worktopia with written notice of termination at least 30 days before the renewal date.
(k) Upon renewal, Worktopia reserves the right to apply a standard fee increase reflecting changes in service costs and market conditions. The Customer will be notified of any such fee increases at least 30 days prior to the renewal date, allowing the Customer an opportunity to opt out or renegotiate their contract. If no opt-out notice is provided, the Customer is deemed to have accepted the new fees.
(l) The Customer acknowledges that any adjustments to the number of seat licenses (whether increasing or decreasing) during the subscription term must be made in accordance with the annual commitment. Reducing seat allocations is only permitted at the time of renewal or with the prior written consent of Worktopia. Any increase in seat licenses will be billed at the then-current rates and prorated for the remainder of the subscription term.
(m) If Worktopia makes any alterations to the price of the Services or to any of their inputs either before acceptance of or during the currency of the contract, these alterations are for the Customer’s account.
(n) The Customer must pay interest on any outstanding amount not paid by Payment Due Date. Interest will be calculated on the basis of the Reserve Bank of Australia Business Indicator Rate plus 2% as published from time to time. Interest will accrue daily from the Payment Due Date until the outstanding amount is paid in full.
(o) If the Customer fails to make payment within 7 days of the due date, Worktopia reserves the right to terminate services and retain any advance payments made as compensation for work completed.
7 Variations
(a) The Customer may request changes to their service plan (e.g., increasing the number of user licenses, modifying Add-ons). Any changes must be agreed upon in writing and may incur Additional Charges, which will be reflected in a revised Quote.
(b) Worktopia reserves the right to make necessary adjustments to its services, packages, or pricing tiers to ensure compliance with applicable laws, enhance service delivery, or respond to market conditions. Customers will be notified of any material changes in advance.
8 Customer Obligations
(a) The Customer agrees to provide Worktopia with all necessary information, access, and assistance required for the effective provision of Services. This includes but is not limited to:
(i) timely access to relevant systems, networks, hardware, and software.
(ii) access to key personnel who are knowledgeable about the Customer’s systems, infrastructure, and any specific requirements related to the Services; and
(iii) accurate and complete details of the Customer’s IT environment, including user credentials, network configurations, and any existing cyber security measures.
(b) The Customer must comply with all security protocols recommended or implemented by Worktopia, including but not limited to:
(i) using strong passwords, enabling multi-factor authentication (MFA), and following best practices for security management;
(ii) regularly updating and patching software and hardware to mitigate vulnerabilities;
(iii) notifying Worktopia immediately of any suspected or actual security breaches or incidents, allowing Worktopia to take appropriate action;
(iv) permit and champion provided Security Awareness Training where other internal cyber training processes do not exist;
(v) adhere to principles of least privilege, whereby the client will retain full Global Administrator privileges on a ‘Break glass’ account, provisioned with a Security Key (YubiKey). This account privilege will be removed from any accounts used in daily workflows. The ‘Break glass’ account/s can be used to gain full access to Microsoft Cloud environment for emergency access, ‘breakaway’ to another provider and/or in event of force majeure.
(c) The Customer warrants that they have obtained all necessary consents, approvals, and authorisations to allow Worktopia to perform the Services, including the use of third-party tools and systems where necessary.
(d) The Customer agrees to ensure that each user, device, or login is covered under an appropriate Tier Plan (Rocinante, Falcon, or Galactica). The Customer must promptly notify Worktopia of any changes in the number of users or devices requiring access to Services. Failure to properly account for additional users or devices may result in Additional Charges being applied retrospectively. The Customer is solely responsible for ensuring that its employees, contractors, or third parties using Worktopia’s services comply with these Terms.
(e) The Customer acknowledges that certain Services provided by Worktopia may require the use of third-party licenses (e.g., Microsoft 365). The Customer is responsible for the payment of any third-party vendor fees, including but not limited to licensing costs, where applicable. If a breach in the commitment term or non-payment to third parties occurs, the Customer will be liable for any resulting penalties or charges.
(f) The Customer is responsible for maintaining its own infrastructure, hardware, and software to ensure compatibility with Worktopia’s services. This includes, but is not limited to:
(i) Regularly updating hardware and operating systems; and
(ii) Providing and maintaining reliable internet connectivity to facilitate remote support, onboarding sessions, and service delivery.
(g) While Worktopia may provide managed data backup services as part of specific Tier Plans, the Customer remains ultimately responsible for ensuring the protection and backup of its data.
(h) The Customer agrees to use the Services in a manner that complies with all applicable laws, regulations, and contractual obligations. The Customer is prohibited from using Worktopia’s services to:
(i) Engage in illegal activities, such as hacking, phishing, or distributing malware;
(ii) Infringe on the intellectual property rights of others; or
(iii) Access or manipulate systems or data without authorisation. The Customer will be held liable for any damages, losses, or costs arising from unauthorised or improper use of the Services.
(i) The Customer must notify Worktopia in writing of any significant changes to their IT environment that could impact the provision of Services.
(j) The Customer agrees to adhere to any applicable Acceptable Use Policies (AUPs) for third-party services integrated into Worktopia’s offerings (e.g., Microsoft 365). The Customer must ensure that its employees and users comply with such AUPs and that Worktopia is not exposed to liability as a result of non-compliance.
(k) The Customer is responsible for implementing reasonable safeguards to protect its own data, including the data shared with Worktopia as part of the Services. This includes ensuring that sensitive or confidential information is encrypted and that internal data protection policies are followed. The Customer will immediately notify Worktopia of any data breaches or suspected vulnerabilities that could affect the Services.
(l) Microsoft Customer Agreement and Third-Party Services
(i) As part of Worktopia’s provision of Services, the setup and management of Microsoft 365 tenants may require the Customer to accept Microsoft’s Customer Agreement. By accepting Worktopia’s services, the Customer acknowledges and agrees to the terms set forth in Microsoft’s Customer Agreement, a copy of which is available at https://worktopia.au/legal or provided upon request.
(ii) The Customer acknowledges that Worktopia acts as a CSP (Cloud Solution Provider) for Microsoft services, and that in order to facilitate the provision of these services, Worktopia may set up the Customer’s tenant using information provided by the Customer (including names and email addresses). The Customer agrees to provide accurate information for the setup of the Microsoft tenant and acknowledges that Microsoft’s Customer Agreement governs their use of any Microsoft services.
(iii) In cases where the Customer’s explicit acceptance of Microsoft’s Customer Agreement is required, Worktopia will provide the necessary documents or links for acceptance. The Customer must confirm their acceptance before the commencement of Microsoft services.
(iv) Any failure by the Customer to accept Microsoft’s Customer Agreement may result in a delay or suspension of related services. Worktopia will not be liable for any issues arising from the Customer’s failure to acknowledge or accept the terms of Microsoft’s Customer Agreement.
9 Service Level and Support
(a) The level of support provided to the Customer is contingent on the selected Tier Plan.
(b) Worktopia shall use all reasonable efforts to ensure the uninterrupted delivery of services. In the event of scheduled maintenance or downtime, Worktopia will notify the Customer at least 48 hours in advance.
(c) Any technical or support issues unique to the Customer’s environment must be communicated promptly. Worktopia will work with the Customer to resolve these issues, but Additional Charges may apply for issues outside the scope of the original service agreement.
(d) Worktopia is not responsible for issues caused by factors outside its control, including but not limited to power outages, hardware failures, or third-party software malfunctions.
10 Specifications and Particulars
(a) All specifications, drawings, and particulars of scope, timelines, and resource requirements submitted to Worktopia are approximate only, and any deviation from these does not:
(i) vitiate any contract with Worktopia; or
(ii) form grounds for any claim against Worktopia.
(b) The descriptions, illustrations, and performance information contained in Worktopia’s marketing materials, price lists, and other advertising do not form part of the contract for the provision of the Services.
(c) Where the Customer provides specifications, drawings, or other particulars for the purposes of the Services, Worktopia’s pricing will be calculated based on Worktopia’s estimates of the resources and quantities required to provide the Services as specified or particularised by the Customer.
(d) If there are any adjustments in the required resources or quantities above or below Worktopia’s estimates, the fees will be adjusted on a unit rate basis according to the unit prices set out in the Quote or Worktopia’s quotation.
11 Warranty and Limitation of Liability
11.1 Worktopia warrants:
(a) that the Services will be provided:
(i) with reasonable care and diligence;
(ii) in accordance with the specifications and requirements outlined in the Quote; and
(iii) within any agreed timelines or delivery schedules.
(b) it has the necessary skills, experience, qualifications, resources, capacity and know-how to supply the Services in accordance with these Terms;
(c) no conflict of interest exists or is likely to arise in the performance of its obligations under these Terms;
(d) all Project Materials will be of merchantable quality and fit for any purpose specified by the Customer or for which the Customer might reasonably be expected to use them;
(e) all information included in any Project Materials is correct, complete and not misleading in any material respect;
(f) in undertaking the obligations under this agreement, it will not be in breach of any obligation owed to any other person nor infringe the Intellectual Property Rights of any person; and
11.2 If the Customer notifies Worktopia of any defects or non-conformities in the Services within 30 days of delivery, Worktopia will, at its option:
(a) re-perform the affected part of the Services; or
(b) provide a credit or refund for the affected part of the Services.
11.3 Worktopia’s liability under this warranty is limited to the re-performance of the Services or the provision of a credit or refund, and Worktopia will not be liable for any indirect, consequential or special losses or damages.
11.4 If the Services are not provided by Worktopia, but by a third-party subcontractor, Worktopia will assign to the Customer the benefit of any warranty or guarantee provided by the subcontractor, to the extent that such assignment is permitted.
11.5 Subject to clause 12.7 Worktopia will not be liable for any indirect, consequential, or special losses or damages arising from the provision of the Services, including any delays caused by the Customer’s lack of responsiveness.
11.6 Except as provided in this clause 12, all other warranties, guarantees and conditions, whether express or implied by statute, common law or otherwise, are excluded to the maximum extent permitted by law.
11.7 Consumer guarantees
(a) Worktopia’s liability for a breach of a condition or warranty implied by chapter 3, part 3-2, division 1 of the Australian Consumer Law (ACL) is limited to in the case of services:
(i) the supplying of the services again; or
(ii) the payment of the cost of having the services supplied again.
11.8 The Customer acknowledges that certain services provided by Worktopia may involve the use of third-party tools or services (e.g., Microsoft 365). Worktopia makes no representations or warranties regarding the performance of these third-party services and accepts no liability for issues arising from their use.
12 Indemnities
12.1 Indemnity by Customer
The Customer agrees to indemnify, defend and hold harmless Worktopia, its affiliates, officers, agents, and employees from and against any and all liabilities, claims, damages, expenses (including reasonable attorneys’ fees), and losses arising out of or in any way related to the Customer’s breach of these Terms and/or the Customer’s negligent or wrongful acts or omissions in relation to the Services and any third-party claims arising from the Customer’s use of the Services or the Customer’s failure to comply with applicable laws and regulations.
12.2 Indemnity by Service Provider
Worktopia agrees to indemnify and hold harmless the Customer from any third-party claims, damages, or liabilities arising out of Worktopia’s provision of the Services, but only to the extent such claims, damages, or liabilities are directly caused by Worktopia’s gross negligence, wilful misconduct, or breach of these Terms.
13 Intellectual Property
(a) Each party acknowledges that all Background IP remains the sole property of its owner. Each party acknowledges that it acquires no right, title or interest in or to the Background IP of the other party by virtue of this agreement or the disclosure or use of the Background IP in the course of the performance of the Services, other than as expressly set out in this Terms.
(b) Each party grants to the other party a non-exclusive, royalty-free, non-transferable licence during the term to use the Background IP owned by it to the extent necessary and for the sole purpose of the performance of the Services.
(c) All right, title and interest in the Project IP vests in and is assigned to the Customer with effect from its creation subject to payment of related fees.
(d) Worktopia shall promptly and fully disclose all Project IP to the Customer upon request.
(e) Worktopia grants to the Customer a non-exclusive, royalty-free, transferable, perpetual, irrevocable licence (including the right to sublicense) under its Background IP to the extent necessary to enable the Customer, its sub-licensees and assignees to use the Project IP or Project Materials for any purpose.
(f) Upon request, Worktopia may at Customer’s cost sign all documents and do all things as may be necessary or desirable to vest, confirm, perfect and record the Customer’s ownership rights under this clause 14.
(g) Worktopia agrees to not directly or indirectly engage in any conduct which may endanger the capacity of any Project IP to be protected or challenge its ownership or validity.
14 Confidentiality, Data Security and Privacy
14.1 Data security and privacy
(a) Worktopia will implement and maintain appropriate technical and organisational measures to protect the Customer’s data and information against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration, or disclosure.
(b) Worktopia will comply with all applicable data protection laws and regulations, including the Australian Privacy Principles, in the provision of the Services.
14.2 Confidentiality
(a) Worktopia will keep the Customer’s information and data confidential and will not disclose it to any third party, except as required by law or as necessary for the performance of the Services.
(b) The Customer will keep Worktopia’s confidential information, including the terms of this agreement, confidential and will not disclose it to any third party, except as required by law.
15 Termination
(a) This agreement will commence on the date the Customer accepts the Quote and will continue for the duration of the selected Commitment Term (either month-to-month or annual).
(b) The Customer may terminate this agreement with 30 days’ written notice, subject to clause 6(b). For annual contracts, early termination may incur fees equivalent to the remaining balance of the contract term.
(c) Worktopia may terminate this agreement with immediate effect if:
(i) the Customer fails to make a payment within 7 days of the due date,
(ii) the Customer materially breaches any other term of this agreement and fails to remedy the breach within 14 days of receiving written notice, or
(iii) the Customer becomes insolvent or enters into any form of administration or receivership.
(d) Upon termination, the Customer will be liable for all fees incurred up to the date of termination, including any applicable early termination fees. Worktopia will cease providing services as of the termination date, and the Customer’s access to any licensed software or systems will be revoked.
(e) The provisions of this agreement relating to payment, confidentiality, indemnification, intellectual property, and limitations of liability will survive the termination of this agreement.
16 Dispute Resolution
(a) If a dispute arises between the parties in connection with this agreement, the parties will first attempt to resolve the dispute through good faith negotiations by giving notice.
(b) If a dispute is notified, the dispute must immediately be referred to the parties’ respective senior management. Those representatives must endeavour to resolve the dispute as soon as possible and in any event within 5 Business Days (or other period as agreed).
(c) Unless otherwise agreed by the parties, any dispute that cannot be settled by negotiation between the parties or their representatives, the parties expressly agree to endeavour to settle the dispute by mediation administered by the Australian Disputes Centre (ADC) before having recourse to arbitration or litigation. The mediation must be conducted in accordance with the ADC Guidelines for Commercial Mediation which are operating at the time the matter is referred to ADC. The guidelines set out the procedures to be adopted, the process of selection of the mediator and the costs involved. The terms of the guidelines are incorporated into these terms and conditions. This clause 17 survives termination of these Terms.
17 Notices
(a) A notice or other communication required or permitted to be given by one party to another must be in writing to the address shown on a Quote (or as varied pursuant to this clause 18(a)) and delivered personally, sent by pre-paid mail to the address of the addressee specified in the relevant Quote — sent by facsimile transmission to the facsimile number of the addressee specified in the relevant Quote, with acknowledgment of receipt from the facsimile machine of the addressee or sent by email to the email address of the addressee specified in the relevant Quote with acknowledgment of delivery.
(b) A notice or other communication is taken to have been given (unless otherwise proved) if mailed, on the second Business Day after posting — or if sent by facsimile or email before 4 pm, 1 Business Day at the place of receipt, on the day it is sent and otherwise on the next Business Day at the place of receipt.
(c) A party may only change its postal or email address or fax number for service by giving notice of that change in writing to the other party.
18 Force majeure
(a) If circumstances beyond Worktopia’s control prevent or hinder its provision of the Services, Worktopia is free from any obligation to provide the Services while those circumstances continue. Worktopia may elect to terminate this agreement or keep the agreement on foot until such circumstances have ceased.
(b) Circumstances beyond Worktopia’s control include, but are not limited to, unavailability of materials or components, strikes, lockouts, riots, natural disasters, fire, war, acts of God, government decrees, proclamations or orders, transport difficulties and failures or malfunctions of computers or other information technology systems.
19 Governing Law and Jurisdiction
These Terms shall be governed by and construed under the laws of the state of Queensland, Australia (State). Each party irrevocably agrees that the courts of the State shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation.
20 Entire Agreement
These Terms and the Quote constitutes the entire agreement between the parties concerning the subject matter herein and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter.
