1. Definitions

• “Consultant”: Refers to Souza Hub, including its employees, agents, and subcontractors.

• “Client”: The individual or entity engaging Souza Hub for services.

• “Services”: The IT consulting, hardware sales, hardware leasing, managed, on-demand, package services, Software as a Service (SaaS), or Infrastructure as a Service (IaaS) described in the proposal or statement of work agreed upon by both parties.

• “Agreement”: The contract between the Consultant and the Client, comprising these Terms and Conditions and any associated proposals or statements of work.

2. Scope of Services

• The Consultant agrees to provide services as outlined in the proposal or statement of work.

• If any advice is provided by Souza Hub before the commencement of work, Souza Hub reserves the right to invoice this advice as a consulting service.

• Souza Hub offers the following service types:

  • Consulting Services: Professional advice and strategies for IT and business solutions.

  • Hardware Sales: Providing hardware products for purchase by the Client.

  • Hardware Leasing: Leasing of hardware equipment on a temporary basis under specified terms.

  • Managed Services: Ongoing IT management and support provided on a subscription basis.

  • On-Demand Services: IT support provided as needed and billed per instance or time.

  • Package Services: Bundled IT solutions offered at an agreed price for specific deliverables.

  • Software as a Service (SaaS): Access to software hosted by Souza Hub, provided on a subscription basis and subject to usage terms.

  • Infrastructure as a Service (IaaS): Provision of cloud computing resources, servers, storage, and networking equipment for the Client’s use under specified terms.

3. Managed Services

• The Consultant reserves the right to make changes or improvements to managed services to better serve the Client and optimize the Consultant’s interests. Such changes may be implemented without prior approval from the Client when they are deemed necessary to enhance the delivery or quality of the managed service.

• Managed services are provided on an ongoing basis as per the agreed subscription terms.

• Services may be unavailable during urgent updates, repairs, or maintenance. The Consultant is not obligated to provide prior notice or alert the Client about downtime resulting from such activities.

4. On-Demand Services

• On-demand services are provided upon request by the Client and are subject to availability.

• If the Client does not request a quote or estimate before the commencement of work, the Consultant reserves the right to proceed without one. In such cases, the Client agrees to pay for the services at the Consultant’s standard rates or as per prior agreements.

• The Client agrees to pay for on-demand services as per the agreed rates and payment terms.

5. Package Services

• Package services include predefined deliverables and are provided at a fixed price as outlined in the proposal.

• Any modifications or additions to package services must be agreed upon in writing by both parties and may incur additional charges.

6. Software as a Service (SaaS)

• The Consultant provides access to software hosted by Souza Hub on a subscription basis, subject to the terms outlined in the proposal.

• The Client is responsible for maintaining the confidentiality of login credentials and ensuring authorized use of the software.

• Souza Hub reserves the right to update or modify the software to improve performance or security without prior notification to the Client.

• Services may be unavailable for updates or repairs, and the Consultant is not obligated to provide prior notice for such downtimes.

7. Infrastructure as a Service (IaaS)

• The Consultant provides cloud computing resources, servers, storage, and networking equipment for the Client’s use under the terms outlined in the proposal.

• The Client is responsible for securing their data, ensuring compliance with usage guidelines, and avoiding prohibited activities.

• Souza Hub reserves the right to perform maintenance or updates that may temporarily impact service availability. Such maintenance may occur without prior notice if deemed urgent.

8. Hardware Sales

• The Consultant provides hardware products for purchase by the Client as outlined in the sales agreement.

• Returns of products will incur a restocking fee of up to 25% of the original purchase price.

• Ownership of hardware transfers to the Client upon full payment of the agreed price.

• The Consultant does not warrant hardware beyond the manufacturer’s warranty unless explicitly stated otherwise.

• Warranties for hardware are in addition to consumer guarantees under the Australian Consumer Law (ACL). Nothing in these terms limits the Client’s rights under the ACL.

• Ownership of hardware transfers to the Client upon full payment of the agreed price.

• The Consultant does not warrant hardware beyond the manufacturer’s warranty unless explicitly stated otherwise.

• Warranties for hardware are in addition to consumer guarantees under the Australian Consumer Law (ACL). Nothing in these terms limits the Client’s rights under the ACL.

9. Hardware Leasing

• Hardware leasing agreements specify the terms of use, duration, and costs.

• The leased hardware remains the property of the Consultant and must be returned in good condition at the end of the lease period.

• The Client is responsible for any damage beyond normal wear and tear.

10. Term and Termination

• This Agreement commences on 01/01/2025 and continues until further notice, renewal, or until terminated as outlined below.

• Termination for cause can occur if either party breaches a material term of this Agreement and fails to remedy the breach within 30 days of receiving written notice or within a reasonable time if action has already been taken to fix the issue before the 30 days.

• Either party may terminate this Agreement with 30 days’ written notice.

• Termination for cause can occur if either party breaches a material term of this Agreement and fails to remedy the breach within 7 days of receiving written notice.

11. Fees and Payment

• The Client agrees to pay the Consultant fees as outlined in the proposal or statement of work.

• Any deposit paid by the Client will be forfeited in the event of a change of mind or cancellation by the Client.

• For invoices with a due date of 7 days or more, any disputes must be raised before the due date. For invoices with a due date on completion, any disputes must be raised within 7 days of issuance.

• For invoices with a due date of 7 days or more, any disputes must be raised before the due date. For invoices with a due date on completion, any disputes must be raised within 7 days of issuance.

• Invoices will be issued on completion, weekly, monthly, or annually, depending on the service and agreement, and payment is due within 7 days of the invoice date.

• Late payments may incur interest at a rate of AU$15 dollars and 10% of the total automatically added by the billing system after 7 days of the due date on which the 3rd reminder is sent.

• Any additional costs or claims arising from services or products not covered by the Consultant’s insurance will be the sole responsibility of the Client.

12. Consumer Guarantees and Warranties

• Souza Hub acknowledges that the Australian Consumer Law (ACL) provides guarantees that cannot be excluded or modified, including guarantees that products and services must be of acceptable quality, fit for purpose, and match the description provided.

• Any express warranties provided by Souza Hub are in addition to consumer guarantees under the ACL.

• Claims for services below AU$1,000 are limited to the cost of the service, and no payment is required from the Client to process the claim.

• For services above AU$1,000, the payment for the service must be made in full by the Client before any warranty or insurance claim can be processed.

• For hardware sales, warranties are subject to the manufacturer’s terms and conditions and are in addition to ACL guarantees.

13. Confidentiality

• Both parties agree to keep confidential any proprietary or sensitive information disclosed during the term of this Agreement.

• Confidential information does not include information that is publicly available or obtained independently.

14. Liability and Indemnity

• The Consultant warrants that the Services will be performed with due care and skill.

• Souza Hub maintains the following insurance coverage:

  • Professional Indemnity (Errors & Omissions Liability Insurance): Coverage up to $10 million.

  • Public Liability & Product Liability (General Combined Liability Insurance): Coverage up to $20 million.

• To the extent permitted by law, the Consultant’s liability is limited to the re-supply of the Services or the cost of such re-supply.

• The Consultant shall not be held liable for any claims, losses, or damages that exceed the minimum claim threshold outlined in the Consultant’s insurance policies. Any claims below this threshold or outside the scope of insurance coverage will be the sole responsibility of the Client.

15. Changes to Managed Services

• The Consultant reserves the right to modify or enhance managed services as part of continuous improvement. These changes may be implemented without prior notification to or approval from the Client, provided they align with the Client’s objectives and do not materially affect the agreed scope or pricing.

16. Governing Law

• This Agreement is governed by the laws of ACT, Australia.

17. Dispute Resolution

• In the event of a dispute, both parties agree to attempt resolution through good faith negotiations.

• If unresolved, the dispute may be referred to mediation before proceeding to litigation.

18. Miscellaneous

• This Agreement constitutes the entire agreement between the parties and supersedes all prior discussions and agreements.

• Any amendments to this Agreement must be made in writing and signed by both parties.

• In the event of discrepancies or conflicts, these terms and conditions shall favor Souza Hub to the maximum extent permitted by law.