Terms and Conditions
Effective Date: 26/6/2026
1. Introduction
These General Terms and Conditions (“Terms”) govern the provision of all goods and services supplied by 9X5 Consulting Pty Ltd ABN [Insert ABN] (“9X5 Consulting”, “we”, “our” or “us”) unless otherwise agreed in writing.
By accepting a proposal, quotation, Statement of Work, purchase order, invoice or by using any services supplied by 9X5 Consulting, the Customer agrees to be bound by these Terms.
These Terms apply to all professional services, consulting services, managed services, software development, cloud services, software licensing, support services and any other products or services supplied by 9X5 Consulting.
Where a Product or Service is subject to additional Product Terms and Conditions, those Product Terms supplement these Terms and, to the extent of any inconsistency, prevail in respect of that Product or Service.
2. Quotations and Proposals
Unless otherwise stated in writing:
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quotations remain valid for thirty (30) days;
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pricing excludes GST;
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pricing is based upon the assumptions contained within the proposal;
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any variation to scope may result in additional charges.
No contract exists until accepted by both parties.
3. Scope of Services
9X5 Consulting will provide the Services described in the applicable proposal, quotation, Statement of Work, agreement or purchase order.
Any work requested outside the agreed scope may be treated as a variation and charged at the applicable rates unless otherwise agreed in writing.
4. Customer Responsibilities
The Customer agrees to:
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provide timely access to personnel, systems and information;
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provide accurate and complete information;
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make decisions within reasonable timeframes;
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cooperate with 9X5 Consulting to enable delivery of the Services;
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ensure appropriate licences and permissions exist where required.
Delays caused by the Customer may result in revised delivery dates and additional charges.
5. Fees and Payment
Invoices are payable in accordance with the payment terms specified on the invoice unless otherwise agreed in writing.
Time is of the essence in respect of all payment obligations.
6. Late Payments
Where payment is not received by the due date, 9X5 Consulting may:
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charge interest at the Australian Consumer Price Index (CPI) plus 2% per calendar month (or the maximum amount permitted by law), calculated daily;
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suspend Services;
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withhold deliverables;
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refuse additional work until all outstanding invoices are paid.
The Customer is responsible for all reasonable legal costs and debt recovery costs incurred by 9X5 Consulting in recovering overdue amounts.
7. GST and Taxes
Unless expressly stated otherwise, all prices are exclusive of GST and any applicable taxes, duties or government charges.
8. Invoice Queries
Any invoice dispute must be submitted in writing within seven (7) days of the invoice date.
Failure to notify 9X5 Consulting within this period constitutes acceptance of the invoice.
Undisputed portions of invoices remain payable by the due date.
9. Suspension of Services
9X5 Consulting may suspend the provision of Services where:
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invoices remain overdue;
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the Customer materially breaches these Terms;
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continuing to provide the Services would expose 9X5 Consulting to legal, financial or security risk.
Suspension does not waive any right to recover outstanding amounts.
10. Intellectual Property
Unless otherwise agreed in writing:
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each party retains ownership of its existing intellectual property;
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ownership of intellectual property specifically developed for the Customer transfers only after all fees owing have been paid in full;
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9X5 Consulting retains ownership of all methodologies, templates, know-how, software libraries, frameworks, utilities and reusable components developed independently of the Customer.
Nothing in these Terms transfers ownership of pre-existing intellectual property.
11. Confidentiality
Each party agrees to keep confidential all information obtained from the other party that is not publicly available and to use that information solely for the purposes of performing the agreement.
This obligation survives termination.
12. Privacy
Each party agrees to comply with all applicable Australian privacy legislation when handling personal information.
13. Third-Party Products and Services
9X5 Consulting may recommend, implement or integrate third-party hardware, software, cloud services or other technology solutions.
Unless expressly agreed otherwise, 9X5 Consulting may utilise or integrate third-party software, cloud infrastructure, hosting services, APIs, communications platforms, data providers and other technology services in providing the Services.
Unless expressly agreed otherwise in writing, 9X5 Consulting does not own or control such third-party services and is not responsible for their availability, performance, security, functionality, pricing, continued operation or future development.
The Customer acknowledges that changes made by third-party providers, including service interruptions, feature changes, API changes, licensing changes, security incidents, insolvency, administration, liquidation, acquisition or discontinuation of a third-party service, may affect the Services supplied by 9X5 Consulting.
14. Product Specific Terms
Certain products and subscription services supplied by 9X5 Consulting, including but not limited to Education360 and Analytics360, are subject to additional Product Terms and Conditions (“Product Terms”).
The applicable Product Terms are incorporated into and form part of the agreement between 9X5 Consulting and the Customer for the relevant Product or Service.
Where Product Terms apply, they supplement these General Terms and, to the extent of any inconsistency, the Product Terms prevail in relation to that Product or Service.
15. Warranties
9X5 Consulting warrants that the Services will be provided with due care and skill.
Except as required by law, all other warranties, representations and guarantees are excluded.
16. Limitation of Liability
To the maximum extent permitted by law:
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9X5 Consulting’s total aggregate liability arising from or relating to the Services shall not exceed the total fees paid by the Customer during the twelve (12) months immediately preceding the event giving rise to the claim;
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9X5 Consulting shall not be liable for any indirect, incidental, special, exemplary or consequential loss including loss of profits, revenue, goodwill, business opportunity or anticipated savings.
Without limiting the foregoing, 9X5 Consulting shall not be liable for any loss arising from the failure, discontinuation, insolvency or unavailability of any third-party product or service except to the extent such liability cannot lawfully be excluded.
17. Force Majeure
Neither party is liable for any delay or failure to perform obligations caused by events beyond its reasonable control including natural disasters, pandemics, war, terrorism, industrial disputes, government action, utility failures or widespread technology outages.
The affected party shall notify the other party as soon as reasonably practicable.
18. Termination
Either party may terminate an agreement where:
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the other party commits a material breach and fails to remedy that breach within fourteen (14) days after receiving written notice; or
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the other party becomes insolvent, enters administration, liquidation or receivership.
Termination does not affect accrued rights or obligations.
19. Recovery of Costs
The Customer indemnifies 9X5 Consulting for all reasonable legal fees, collection agency fees and other recovery costs incurred in recovering overdue amounts.
20. Retention of Title
Ownership of any goods supplied remains with 9X5 Consulting until all amounts owing have been paid in full.
Risk passes to the Customer upon delivery.
21. Changes to these Terms
9X5 Consulting may amend these Terms from time to time.
Updated Terms apply to future transactions from the date published on the 9X5 Consulting website unless otherwise agreed in writing.
22. Governing Law
These Terms are governed by the laws of the State of Victoria, Australia.
The parties submit to the exclusive jurisdiction of the courts of Victoria.
Contact
9X5 Consulting Pty Ltd
Email: info@9×5.com.au
Accounts: accounts@9×5.com.au
Website: www.9×5.com.au