Terms and Conditions
Last updated: April 2, 2025
Introduction and Acceptance
1.1. These Terms and Conditions ("Terms") govern your access to and use of the Pacific Data website ("Website") and all services provided by Pacific Data ("Services"). By accessing, browsing, or using the Website or engaging Pacific Data for Services, you acknowledge that you have read, understood, and agree to be bound by these Terms.
1.2. These Terms, together with any Master Services Agreement ("MSA") or Service Agreement ("SA") entered into between Pacific Data and the Client, constitute the entire agreement between the parties concerning the subject matter hereof, superseding all prior or contemporaneous communications and proposals, whether oral or written.
1.3. Pacific Data is a company registered in Australia (ACN: [Insert ACN]), providing IT managed services, including Data and AI, Cloud Computing, Cyber Security, Managed Services, Data Analytics, and Voice and Data solutions.
Definitions
2.1. "Client" means any individual or business entity that engages Pacific Data for Services or accesses the Website.
2.2. "Services" means the IT managed services provided by Pacific Data, as detailed in the MSA or SA, and any related services provided through the Website.
2.3. "Website" means the Pacific Data website located at [Insert Website Address] and all associated content, software, and functionalities.
2.4. "Intellectual Property" means all trademarks, copyrights, patents, trade secrets, and other proprietary rights in any materials, software, or information provided by Pacific Data.
2.5. "Confidential Information" means any information disclosed by one party to the other that is marked as confidential or should reasonably be considered confidential,
including but not limited to business plans, customer lists, and technical data.
Use of Website and Services
3.1. You agree to use the Website and Services for lawful purposes only and in accordance with these Terms and any applicable laws.
3.2. You must
not use the Website or Services in any manner that could damage, disable, overburden, or impair the Website or interfere with any other party's
use of the Website or Services.
3.3. Pacific Data reserves the right to modify, suspend, or discontinue the Website or any part thereof, at any time without notice.
3.4. All content on the Website, including text, graphics, logos, and software, is the property of Pacific Data or its licensors and is protected by Australian and international copyright and intellectual property laws.
3.5. Any unauthorized use of the Website or Services may give rise to a claim for damages and/or be a criminal offence.
Services Agreement and Service Levels
4.1. The provision of Services by Pacific Data is governed by the MSA or SA, which will detail the specific Services, terms, and conditions agreed upon by both parties, including service level agreements (SLAs).
4.2. In the event of any inconsistency between these Terms and the MSA or SA, the terms of the MSA or SA shall prevail.
4.3. Services will be provided with reasonable care and skill, and in accordance with industry standards and any agreed-upon SLAs.
4.4. Pacific Data will make commercially reasonable efforts to meet any agreed-upon service levels, but does not guarantee uninterrupted or error-free service.
Payment Terms and Invoicing
5.1. Payment terms for Services will be as specified in the MSA or SA.
5.2. Late payments may incur interest charges at the rate specified in the MSA or SA, or as otherwise permitted by Australian law.
5.3. All prices quoted are in Australian Dollars (AUD) and are exclusive of GST unless otherwise stated.
5.4. Pacific Data reserves the right to suspend or terminate Services for non-payment.
Confidentiality and Data Protection
6.1. Both parties agree to maintain the confidentiality of any Confidential Information disclosed during the provision of Services.
6.2. Confidential Information shall
not be disclosed to any third party without the prior written consent of the disclosing party,
except as required by law.
6.3. This obligation of confidentiality shall survive the termination of the MSA or SA.
6.4. Pacific Data complies with the Australian Privacy Principles (APPs) under the Privacy Act 1988 (Cth) in relation to the handling of personal information.
Intellectual Property Rights
7..1. Pacific Data retains all Intellectual Property rights in any materials or software developed or provided as part of the Services.
7..2. Clients are granted a non-exclusive, non-transferable license to use any software or materials provided, solely for the purpose of utilizing the Services, subject to any terms stipulated in the MSA or SA.
7..3. Clients shall not reproduce, modify, or distribute any Intellectual Property without the express written consent of Pacific Data.
Limitation of Liability and Disclaimers
8.1. To the maximum extent permitted by Australian law, Pacific Data
shall not be liable for any indirect, incidental, consequential, or punitive damages arising from the use of the Website or
Services.
8.2. Pacific Data's total liability for any claim arising from the provision of Services shall be limited to the amount paid by the Client for the Services in question during the twelve (12) months preceding the claim.
8.3. Pacific Data is not responsible for data loss. Clients are responsible for ensuring they have adequate backups of their data.
8.4. The Website and Services are provided "as is" and "as available" without any warranties,
express or implied, including but not limited to warranties of merchantability, fitness for
a particular purpose, or non-infringement.
Indemnification
9.1. The Client agrees to indemnify and hold harmless Pacific Data, its officers, directors, employees, and agents from any claims, losses, damages, liabilities, and expenses (including legal fees) arisingfrom:
9.1.1. The Client's use of the Website or Services.
9.1.2. The Client's breach of these Terms, the MSA, or the SA.
9.1.3. Any third-party claims relating to the Client's data, systems, or use of the Services.
9.2. This indemnification obligation shall survive the termination of the MSA or SA.
Termination and Suspension
10.1. Either party may terminate the MSA or SA in accordance with the terms specified therein.
10.2. Pacific Data may terminate or suspend access to the Website or Services for any breach of these Terms by the Client, or for any conduct that Pacific Data, in its sole discretion, believes is disruptive or harmful.
10.3. Upon termination, the Client shall cease all use of the Website and Services and return or destroy any Confidential Information as directed by Pacific Data.
Governing Law and Dispute Resolution
11.1. These Terms, the MSA, and the SA shall be governed by and construed in accordance with the laws of Australia, specifically the state of [Insert State].
11.2. Any disputes arising from these Terms, the MSA, or the SA shall be subject to the exclusive jurisdiction of the courts of [Insert State], Australia.
11.3. Before initiating any legal proceedings, the parties agree to attempt to resolve any disputes through good-faith negotiations.
Changes to Terms and Conditions
12.1. Pacific Data reserves the right to modify these Terms at any time.
12.2. Any changes to these Terms will be posted on the Website, and it is the Client's responsibility to review them periodically.
12.3. Continued use of the Website or Services after any changes constitutes acceptance of the modified Terms.
Contact Information
13.1. For any questions or concerns regarding these Terms, please contact Pacific Data at: [Insert Contact Information: Address, Phone Number, Email Address].
Australian Consumer Law (ACL)
14.1. Nothing in these Terms excludes, restricts, or modifies any rights or remedies conferred by the ACL that cannot be excluded, restricted, or modified.
14.2. Where the ACL applies, Pacific Data's liability for any breach of a guarantee under the ACL is limited to the supply of the Services again or the payment of the cost of having the Services supplied again.