At itX365, we believe technology should help your business grow—not slow it down. We provide proactive managed IT services and cyber security solutions that keep businesses secure, connected and productive. We are a proudly Australian-owned, Perth-based business.

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61 Leach Way, Gnangara, Perth Australia

+61 8 6144 4200

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Terms & Conditions

1. About These Terms

These Terms & Conditions (“Terms”) govern the supply of products and services by itX365 Pty Ltd (“itX365”, “we”, “us” or “our”) to a customer (“Client”, “you” or “your”).

itX365 is an Australian information technology and communications services provider supplying managed IT services, technical support, cloud and virtual server hosting, website hosting, backup services, cybersecurity services, Microsoft 365 and other cloud services, internet connectivity, telecommunications, domain and DNS management, hardware and related professional services.

Our services are primarily intended for businesses, organisations and other commercial customers. Services for personal or consumer use will only be supplied where expressly agreed.

By accepting a quotation, estimate, proposal, order form or Service Schedule from us, instructing us to commence work, paying an invoice for services, or continuing to use our services after being provided with these Terms, you agree to be bound by these Terms.

Nothing in these Terms excludes, restricts or modifies any right, guarantee or remedy that cannot lawfully be excluded under the Australian Consumer Law or other applicable Australian law.

2. Contract Documents and Order of Precedence

The agreement between itX365 and the Client may consist of several documents, including:

  • these Terms & Conditions;
  • an accepted proposal, quotation or Xero estimate;
  • a Service Schedule or Managed Services Agreement;
  • a Service Level Agreement (“SLA”);
  • an order form or project scope;
  • any applicable acceptable use or service-specific policy; and
  • any other written agreement expressly accepted by both parties.

A proposal, quotation, Service Schedule or other client-specific agreement may add to or vary these Terms.

Where there is an inconsistency, the client-specific document will take precedence to the extent of that inconsistency.

Services, features, support or products are included only where they are expressly stated as included in the applicable proposal, Service Schedule, quotation or agreement.

If a service or activity is not expressly included, it is excluded by default and may be separately chargeable.

3. Scope of Services

Depending on the services purchased by the Client, itX365 may provide:

  • managed desktops and laptops;
  • managed physical and virtual servers;
  • Microsoft 365 administration and support;
  • cybersecurity and security monitoring;
  • managed firewalls and network equipment;
  • internet and NBN services;
  • hosted business telephone and VoIP services;
  • cloud and virtual machine hosting;
  • website and application hosting;
  • online and offsite backup services;
  • disaster recovery services;
  • domain registration and management;
  • DNS hosting and management;
  • email and cloud services;
  • Hardware as a Service (“HaaS”);
  • hardware and software procurement;
  • monitoring and remote management;
  • onsite and remote technical support;
  • project and professional services; and
  • other IT and communications services agreed in writing.

The exact scope of managed services is determined by the applicable proposal, estimate, Service Schedule or other written agreement.

4. Managed IT Services

Where the Client subscribes to managed IT services, itX365 will provide the services specified in the applicable Service Schedule.

Managed services may include monitoring, maintenance, patching, security management, remote support, administration and troubleshooting.

Managed services apply only to systems, devices, users, services and locations specifically covered by the Client’s agreement.

Unless expressly included, managed services do not include:

  • major upgrades or migrations;
  • implementation of new systems;
  • office relocations;
  • significant network redesign;
  • hardware replacement or repair;
  • structured cabling or electrical work;
  • support for unmanaged equipment;
  • unsupported or end-of-life software or hardware;
  • extensive support for third-party line-of-business applications;
  • data recovery outside the subscribed backup service;
  • forensic investigation;
  • cybersecurity incident recovery;
  • project work; or
  • other work outside the normal managed-service scope.

Such work may be quoted separately or charged at itX365’s applicable hourly rates.

5. Ad-Hoc and Break/Fix Services

Clients who do not have a managed-services agreement, or who request work outside their managed-services scope, may receive services on an ad-hoc or break/fix basis.

Ad-hoc services are charged at our applicable rates unless otherwise quoted.

Charges may include:

  • remote labour;
  • onsite labour;
  • travel;
  • after-hours work;
  • hardware and software;
  • third-party charges; and
  • other reasonable costs incurred in providing the requested service.

Where practical, itX365 will advise the Client where requested work is likely to fall outside a managed-services agreement before undertaking substantial billable work.

Urgent work necessary to prevent or reduce system failure, security compromise, data loss or material disruption may sometimes need to be undertaken before a complete cost can reasonably be determined

6. Projects and Major Changes

Projects, migrations, upgrades, deployments and major infrastructure changes are not included in recurring managed-service fees unless expressly stated otherwise.

Projects may be supplied under a separate quotation or scope of work.

Any estimate of time or cost is based on the information reasonably available to itX365 when the estimate is prepared.

If previously unknown conditions, third-party issues, inaccurate information, compatibility problems or additional Client requirements materially change the scope, itX365 will advise the Client and may issue a variation or revised quotation before continuing with the additional work.

7. Microsoft 365, Cloud Services and Software Licensing

Where itX365 supplies or manages Microsoft 365 or other third-party cloud services, the Client acknowledges that those services are also subject to the relevant provider’s licensing terms and service conditions.

Unless expressly included, software licences and subscriptions are charged separately from itX365’s management fees.

The Client is responsible for maintaining sufficient and valid licences for its users, devices and applications.

Licence quantities and subscription commitments may be subject to minimum terms imposed by Microsoft or another upstream provider.

Cancellation of an itX365 management service does not necessarily cancel or eliminate an existing third-party licensing commitment.

Where a third-party subscription cannot be cancelled immediately, the Client remains responsible for charges incurred until the applicable commitment expires or can reasonably be terminated.

8. Cloud and Virtual Machine Hosting

Where itX365 provides virtual machine, server or cloud hosting, the service includes only the resources and management specified in the applicable agreement.

Allocated resources may include processor capacity, memory, storage, network connectivity and other infrastructure.

The Client must not use hosted infrastructure in a way that:

  • materially affects other customers or shared infrastructure;
  • creates an unreasonable security risk;
  • breaches applicable law;
  • facilitates spam, malware, phishing or other malicious activity;
  • infringes intellectual property rights;
  • attempts unauthorised access to another system;
  • conducts cryptocurrency mining without express written approval; or
  • otherwise creates an unreasonable risk to itX365’s systems, suppliers or reputation.

itX365 may temporarily isolate or suspend a hosted system where reasonably necessary to address an immediate cybersecurity threat, compromised system, unlawful activity or material threat to shared infrastructure.

Where reasonably practicable, we will notify the Client promptly and work with the Client to restore service once the risk has been addressed.

Hosting Is Not Backup

Unless a separate backup service is expressly included in the applicable agreement, hosting does not include backup or disaster recovery.

The Client is responsible for maintaining appropriate backups of hosted systems and data unless itX365 has specifically been contracted to provide those backups.

Unless a separate backup service is expressly included in the applicable agreement,

9. Website Hosting

Website hosting is subject to available server resources and the service level purchased.

Clients are responsible for the content, applications, plugins, themes and software operating within their websites unless itX365 has specifically agreed to manage them.

The Client must not knowingly use our hosting services for:

  • illegal content or activities;
  • spam or unsolicited bulk messaging;
  • phishing;
  • malware distribution;
  • malicious scripts;
  • cryptocurrency mining;
  • copyright infringement;
  • attacks against other systems;
  • activities intended to circumvent security controls; or
  • any activity likely to damage the reputation, security or operation of itX365 infrastructure.

A compromised website may be temporarily isolated where reasonably necessary to protect the Client, other customers or our infrastructure.

Website development, application troubleshooting, plugin repair, malware remediation and developer-related problems are not included with hosting unless expressly agreed.

10. Backup Services

Where itX365 provides managed backup services, we will configure, monitor and maintain those services in accordance with the purchased service.

Backup retention, capacity, frequency and storage locations are determined by the applicable service configuration or agreement.

While itX365 takes reasonable care in managing backup systems, no backup technology can guarantee that every backup or restoration will always be successful.

Clients remain responsible for ensuring that the backup and disaster-recovery solution they purchase is appropriate for their business requirements.

Where recovery time, recovery point, retention period or business continuity requirements are critical, these requirements must be specifically agreed with itX365.

Unless expressly included:

  • disaster-recovery execution is separately chargeable;
  • large-scale restoration work may be separately chargeable;
  • forensic recovery is not included;
  • recovery from unsupported or corrupt applications is not guaranteed; and
  • itX365 does not guarantee a specific recovery time or recovery point.

The Client should periodically review its backup and disaster-recovery requirements with itX365.

Where itX365 provides managed backup services, we will configure, monitor and maintain those services in accordance with the purchased service.

Backup retention, capacity, frequency and storage locations are determined by the applicable service configuration or agreement.

While itX365 takes reasonable care in managing backup systems, no backup technology can guarantee that every backup or restoration will always be successful.

Clients remain responsible for ensuring that the backup and disaster-recovery solution they purchase is appropriate for their business requirements.

Where recovery time, recovery point, retention period or business continuity requirements are critical, these requirements must be specifically agreed with itX365.

Unless expressly included:

  • disaster-recovery execution is separately chargeable;
  • large-scale restoration work may be separately chargeable;
  • forensic recovery is not included;
  • recovery from unsupported or corrupt applications is not guaranteed; and
  • itX365 does not guarantee a specific recovery time or recovery point.

The Client should periodically review its backup and disaster-recovery requirements with itX365.

11. Cybersecurity Services

Cybersecurity services are designed to reduce risk. They cannot eliminate risk.

The Client acknowledges that no firewall, antivirus product, endpoint security product, email security service, DNS filtering service, multifactor authentication system, monitoring platform or other security control can guarantee prevention of:

  • cyberattack;
  • ransomware;
  • malware;
  • phishing;
  • account compromise;
  • unauthorised access;
  • data theft;
  • data loss; or
  • business interruption.

itX365 will provide the security services included in the Client’s agreement using reasonable care and skill.

Unless expressly included, cybersecurity services do not include digital forensics, breach investigation, ransomware negotiation, legal advice, regulatory advice, cyber-insurance claims management or full incident recovery.

Clients are responsible for maintaining appropriate cyber insurance and business-continuity arrangements for their organisation.

12. Internet, NBN and Telecommunications Services

Internet, NBN, VoIP and telecommunications services may rely on third-party carriers, wholesalers and infrastructure providers.

itX365 may provision services, monitor them and lodge or escalate faults with upstream providers where included in the Client’s service.

We cannot guarantee uninterrupted availability of infrastructure operated by third parties.

Actual internet performance may be affected by factors including:

  • NBN infrastructure;
  • upstream carriers;
  • network congestion;
  • Client equipment;
  • internal cabling;
  • Wi-Fi;
  • building construction;
  • network configuration; and
  • circumstances outside itX365’s reasonable control.

Unless expressly included, internal cabling, Wi-Fi optimisation and remediation of Client-owned network infrastructure are separately chargeable.

13. Domain Registration and DNS

Where itX365 registers or manages a domain on behalf of a Client, the Client remains the beneficial owner or registrant of the domain, subject to applicable registry and registrar rules.

itX365 may act as the registrar reseller, technical contact, administrative manager or DNS manager.

The Client is responsible for:

  • providing accurate registrant information;
  • maintaining eligibility to hold the domain;
  • notifying us of relevant changes to its legal entity or registration details; and
  • complying with applicable domain-registration rules.

itX365 will take reasonable steps to manage renewals for domains under an active managed-domain service.

We are not responsible for the loss, suspension or cancellation of a domain resulting from inaccurate Client information, loss of domain eligibility, registry action, legal proceedings or circumstances outside our reasonable control.

 

Domain transfer and offboarding assistance may be chargeable where technical or administrative work is required.

14. Hardware and Hardware as a Service

Hardware purchased outright becomes the Client’s property once paid for in full, unless otherwise agreed.

Hardware supplied under Hardware as a Service remains the property of itX365 or its financing/supply partner unless the agreement expressly states otherwise.

HaaS may include warranty management and replacement of equipment that fails because of a covered hardware defect.

Unless expressly included, HaaS does not cover:

  • accidental damage;
  • liquid damage;
  • theft;
  • loss;
  • malicious damage;
  • misuse;
  • unauthorised modification; or
  • damage caused by environmental or electrical conditions outside the equipment’s specifications.

HaaS equipment must be returned when the applicable service ends unless another arrangement has been agreed.

15. Client Responsibilities

The Client must take reasonable steps to assist itX365 in providing the services.

This includes:

  • providing accurate information;
  • providing timely access to systems, equipment and premises;
  • maintaining valid software licences;
  • using supported hardware and software;
  • following reasonable security recommendations;
  • promptly reporting known faults and security incidents;
  • maintaining appropriate insurance;
  • ensuring its staff use systems appropriately;
  • not intentionally bypassing security controls;
  • notifying itX365 of significant infrastructure or business changes; and
  • avoiding unauthorised changes to systems managed by itX365 where those changes may affect service delivery or security.

Where a Client or another service provider makes changes to a managed system without consultation, additional investigation or remediation may be chargeable.

The Client remains responsible for its business decisions, regulatory obligations, records and the lawful use of its systems and data.

16. Authorised Contacts and Instructions

The Client must nominate appropriate people who are authorised to request work or make decisions concerning its IT environment.

itX365 may reasonably rely on instructions received from an authorised contact.

For security-sensitive requests, we may require additional identity verification or approval before taking action.

The Client must promptly tell us when an authorised person’s employment or authority changes.

17. Third-Party Providers

Many technology services depend on third parties, including Microsoft, telecommunications carriers, domain registries, software vendors, data centres, cloud infrastructure providers and hardware manufacturers.

Where itX365 resells, administers or supports a third-party service, we will use reasonable efforts to manage and escalate issues within the scope of the purchased service.

However, itX365 does not control third-party infrastructure and cannot guarantee a third party’s availability, performance, security, product functionality or response times.

Third-party products and services may also be subject to their own licence agreements and terms.

18. Fees, Invoicing and GST

Unless otherwise stated:

  • recurring service fees are invoiced in advance;
  • ad-hoc and project work may be invoiced in arrears, progressively or as otherwise quoted;
  • hardware, licences or project deposits may be payable before ordering or commencement;
  • invoices are payable within 7 days of the invoice date; and
  • prices are exclusive of GST unless expressly stated otherwise.

GST will be charged where applicable.

The Client must notify itX365 promptly if it genuinely disputes an invoice and identify the amount and reason for the dispute.

The undisputed portion of an invoice remains payable.

19. Overdue Accounts and Suspension

Where an invoice remains unpaid after its due date, itX365 may provide written notice requiring payment.

If payment is not received within the period specified in that notice, itX365 may suspend some or all affected services where reasonably necessary to protect its legitimate commercial interests.

Services that may be affected include:

  • managed IT services;
  • support;
  • hosting;
  • virtual servers;
  • backup services;
  • Microsoft or other licences;
  • NBN and internet services;
  • VoIP services;
  • domain-management services; and
  • other recurring services.

Where reasonably practicable, itX365 will provide the Client an opportunity to remedy the overdue account before suspension.

Some third-party services may be suspended or cancelled by an upstream provider under that provider’s own payment or licensing rules.

Charges during a suspension will continue only where the underlying service, reserved infrastructure, licence or third-party commitment continues to incur a cost that cannot reasonably be avoided.

Reasonable reactivation or recovery work following suspension may be separately chargeable.

Nothing in this clause affects any rights the Client may have under applicable law.

20. Price Changes

Third-party charges including Microsoft licensing, telecommunications, cloud infrastructure, domain registry, software, backup storage and other supplier costs may change from time to time.

Where an upstream supplier changes its price, tax, exchange-rate adjustment or mandatory charge, itX365 may pass the applicable change through to the Client from the date it applies to us, subject to applicable law and any existing fixed-price commitment.

For changes to itX365’s own recurring service fees, we will normally provide at least 30 days’ notice.

If a material increase to an itX365 recurring service fee is unacceptable to the Client, the Client may terminate the affected recurring service by written notice before the increase takes effect, unless that fee is subject to a separately agreed fixed-term commitment.

21. Term and Termination

Unless a different term is stated in an accepted proposal, agreement or Service Schedule, recurring services continue until terminated.

Either the Client or itX365 may terminate an ongoing recurring service by giving one calendar month’s written notice.

A separate proposal, hardware arrangement, project, software licence or third-party subscription may have its own minimum commitment or fixed term. Those commitments continue to apply where expressly agreed.

Either party may terminate an agreement for a material breach by the other party where:

  1. written notice of the breach is provided; and
  2. the breaching party fails to remedy the breach within a reasonable period specified in the notice where the breach is capable of remedy.

Immediate suspension or termination may occur where reasonably necessary because of fraud, unlawful activity, serious cybersecurity risk, insolvency, repeated non-payment or a serious breach that cannot reasonably be remedied.

Termination does not remove either party’s rights or obligations that accrued before termination.

22. Offboarding and Transfer to Another Provider

Where a Client terminates services, itX365 will reasonably cooperate with the Client or its nominated replacement provider.

Normal cancellation administration is not subject to an artificial termination fee.

However, technical offboarding work is chargeable at our applicable rates unless expressly included in the Client’s agreement.

Chargeable offboarding may include:

  • preparing system documentation;
  • exporting data;
  • transferring hosted workloads;
  • migrating services;
  • transferring DNS management;
  • assisting with domain transfers;
  • removing management agents;
  • transferring backup data;
  • providing configuration information;
  • liaising with a replacement IT provider; and
  • other technical work required for transition.

All outstanding invoices and applicable third-party commitments remain payable.

 

We will not unreasonably withhold Client-owned information or assets because the Client has chosen another service provider, subject to our lawful rights regarding unpaid amounts and third-party services.

23. Client Data Following Termination

The Client is responsible for arranging the export, migration or recovery of its data before or during termination.

Unless otherwise agreed, itX365 may retain Client data associated with terminated hosting, virtual server or backup services for up to 30 days after termination.

After that period, data may be permanently deleted without further notice where it is no longer reasonably required.

The 30-day period is a maximum retention period and is not a guarantee that deleted, expired or terminated data will remain recoverable for 30 days.

Third-party platforms may have their own retention and deletion periods outside itX365’s control.

The Client should therefore ensure that all required data has been successfully transferred before termination is completed.

itX365 may retain records that it is legally required or reasonably entitled to retain, including accounting, contractual, security and business records.

24. Service Levels and Response Times

Where a Service Level Agreement applies, response targets relate to the applicable managed services during the service hours specified in that agreement.

A response target means the target time for itX365 to acknowledge, assess or begin responding to an incident. It does not guarantee that the incident will be completely resolved within that period.

Resolution times depend on the nature of the issue, availability of parts and vendors, Client cooperation and third-party providers.

SLA targets do not apply to circumstances outside itX365’s reasonable control unless expressly agreed otherwise.

25. Service Availability, Maintenance and Changes

Technology services occasionally require planned or emergency maintenance.

Where practical, itX365 will endeavour to minimise disruption and provide reasonable notice of material planned maintenance.

Emergency maintenance may be performed without advance notice where reasonably necessary to protect security, stability or availability.

itX365 may make reasonable technical changes to its infrastructure or service delivery where necessary to maintain security, compatibility, performance or supplier support, provided those changes do not materially reduce the contracted service without appropriate notice or agreement.

26. Confidentiality

Each party must take reasonable steps to protect confidential information received from the other party.

itX365 may access Client systems and information where reasonably necessary to provide support, administration, monitoring, security, backup, hosting and other contracted services.

We will only use Client confidential information for legitimate business purposes associated with providing the services, administering the relationship, meeting legal obligations or protecting our systems and customers.

Confidentiality obligations do not apply to information that:

  • is already lawfully public;
  • was lawfully known before disclosure;
  • is independently developed without using confidential information;
  • is lawfully obtained from another source; or
  • must be disclosed by law.

27. Privacy and Personal Information

itX365 handles personal information in accordance with applicable Australian privacy law and our Privacy Policy.

Our Privacy Policy is published separately on our website.

Where itX365 processes personal information on behalf of a Client while providing IT services, the Client remains responsible for ensuring that its collection and use of that information is lawful.

28. Intellectual Property

Each party retains ownership of intellectual property it owned before the engagement.

Unless otherwise agreed, the Client owns its business data and content.

itX365 retains ownership of its pre-existing intellectual property, processes, templates, scripts, tools, configurations, documentation methodologies, automation, know-how and other reusable materials.

Where custom work is created specifically for the Client, ownership or licensing will be determined by the applicable proposal or project agreement.

Third-party software remains subject to the intellectual-property and licensing rights of its respective owner.

29. Security Credentials and Administrative Access

Administrative credentials and privileged access must be handled securely.

itX365 may implement security controls such as multifactor authentication, privileged-access restrictions, conditional-access policies and separate administrative accounts where appropriate.

Where a Client requests administrative access that materially increases security risk, itX365 may require written acknowledgement of the risk and may adjust the scope or pricing of managed security services if the Client or another provider assumes administrative control.

The Client must not knowingly disclose administrative credentials to unauthorised persons.

30. Warranties and Australian Consumer Law

Nothing in these Terms excludes, restricts or modifies a consumer guarantee, right or remedy under the Competition and Consumer Act 2010 (Cth), including the Australian Consumer Law, or any other right that cannot lawfully be excluded.

Where statutory guarantees apply, itX365 will comply with those obligations.

Except for rights and guarantees that cannot lawfully be excluded, itX365 does not warrant that:

  • every technology service will operate continuously or without error;
  • every cybersecurity threat will be prevented;
  • every backup will be recoverable;
  • every third-party service will remain available;
  • every fault can be resolved; or
  • unsupported or end-of-life technology can be maintained indefinitely.

31. Limitation of Liability

This clause applies only to the extent permitted by law.

itX365 is not liable for indirect, special or consequential loss arising from the services, including loss of profit, loss of opportunity, loss of anticipated savings or consequential business interruption, except to the extent such liability cannot lawfully be excluded or limited.

To the extent permitted by law, itX365’s aggregate liability arising from a service or event is limited to the total fees paid by the Client to itX365 for the affected services during the three months immediately preceding the event giving rise to the claim.

This limitation does not apply where liability cannot lawfully be excluded or limited.

Nothing in these Terms is intended to exclude or limit liability in a manner prohibited by the Australian Consumer Law or other applicable law.

32. Client-Caused Loss and Third-Party Claims

The Client is responsible for loss, cost or damage reasonably arising from:

  • unlawful use of the services;
  • content supplied or published by the Client;
  • deliberate misuse of systems;
  • unauthorised activities undertaken by the Client or its personnel;
  • infringement of third-party rights by Client-provided material; or
  • material breach of these Terms by the Client,

to the extent the loss was caused or contributed to by the Client.

The Client is not responsible under this clause to the extent the loss was caused or contributed to by itX365’s breach, negligence or unlawful conduct.

33. Force Majeure and Events Outside Reasonable Control

Neither party is responsible for delay or failure to perform an obligation to the extent caused by circumstances outside its reasonable control.

Such circumstances may include natural disasters, fire, flood, severe weather, widespread telecommunications failure, power-grid failure, war, civil disturbance, government action, major cyber incidents affecting third-party infrastructure, or failure of critical upstream infrastructure.

This clause does not excuse payment for products or services already properly supplied.

The affected party must take reasonable steps to minimise the impact and resume performance when reasonably possible.

34. Disputes

If a dispute arises, both parties agree to first attempt to resolve it in good faith.

The Client should raise the matter with itX365 and provide sufficient information for us to investigate.

Senior representatives of both parties should attempt to resolve a material dispute before formal legal proceedings are commenced, except where urgent legal or injunctive relief is reasonably required.

Nothing in this clause prevents either party from exercising statutory rights or obtaining urgent relief.

35. Changes to These Terms

itX365 may update these Terms from time to time to reflect changes in our services, suppliers, technology, law or business practices.

Updated Terms will be published on our website with a revised effective date.

Changes will not retrospectively alter completed transactions.

Where a change materially affects an existing recurring service or materially disadvantages an existing Client, we will provide reasonable notice before applying the change to that service.

Where required by law or appropriate having regard to the nature of the change, the Client will have the opportunity to terminate the affected recurring service before the materially changed term takes effect.

Client-specific fixed terms contained in an accepted proposal or agreement cannot be overridden merely by publishing new website Terms unless the applicable agreement permits the change or both parties agree.

36. Notices

Formal notices concerning termination, material breach or contractual disputes should be provided in writing.

A notice may be sent by email to the usual business contact of the other party or to another address nominated for contractual notices.

Routine service requests and support tickets are not considered termination notices unless they clearly state an intention to terminate a service.

37. Assignment

Neither party may transfer its material rights or obligations under an agreement to another party without the other party’s consent, which must not be unreasonably withheld.

itX365 may use employees, contractors, data centres, telecommunications carriers, cloud providers and other suppliers to deliver components of the services while remaining responsible for its own contractual obligations.

38. Severability

If any provision of these Terms is found to be invalid, unlawful or unenforceable, that provision will be read down to the extent reasonably possible.

If it cannot be read down, it will be severed and the remaining provisions will continue to operate.

39. No Waiver

A failure or delay by either party in exercising a contractual right does not automatically waive that right.

A waiver must be clear and applies only to the particular circumstance for which it was given.

40. Governing Law

These Terms and any agreement incorporating them are governed by the laws of Western Australia.

Subject to any rights that cannot lawfully be excluded, the parties submit to the jurisdiction of the courts and tribunals of Western Australia.

41. Contacting itX365

Questions regarding these Terms & Conditions can be directed to:

itX365 Pty Ltd
ABN 53 665 391 104
61 Leach Way
Gnangara WA 6077
Australia

Telephone: (08) 6144 4200
Website: itx365.com.au

Last updated: 7 October 2026