NOYTECH MASTER TERMS & CONDITIONS

(Applies to NOYTECH & Phones At Work)

Effective Date: 1/01/2026
Registered Office: Queensland, Australia

1. DEFINITIONS

“Company” means NOYTECH Pty Ltd and its trading division Phones At Work.
“Client” means the individual or entity acquiring Services.
“Services” means all IT, Managed IT, Security, Telecom Management, Web Hosting, Software Licensing, Hardware supply, Automation, AI services and related consulting provided by the Company.
“Managed Services” means recurring monthly IT or Telecom support agreements.
“Ad-Hoc Services” means non-recurring or project-based services.
“Third Party Services” means services supplied directly by a third party provider including but not limited to Microsoft, Vonex, ISPs, hosting platforms, SIP carriers or cloud providers.
“Minimum Security Requirements” means the security controls described in Schedule 2.
“Fees” means all amounts payable under any agreement or invoice.

2. APPLICATION OF TERMS

These Terms & Conditions apply to:

• Managed IT & Security Services
• Ad-Hoc IT Support
• Hardware & Software sales
• Microsoft365 and other cloud licensing
• Web hosting & domain services
• Backup services
• Automation & AI services
• Managed Telecom Support Services (Phones At Work)

These Terms override any Client terms unless expressly agreed in writing by the Company Director.

3. MANAGED SERVICES AGREEMENTS

3.1 All Managed Services operate on a monthly recurring basis.

3.2 New Managed Service agreements have a minimum initial term of three (3) months.

3.3 After the initial period, either party may terminate with thirty (30) days written notice.

3.4 Fees are payable monthly in advance unless otherwise agreed.

4. AD-HOC & PROJECT SERVICES

4.1 Ad-Hoc Services are billed at agreed hourly or fixed rates.
4.2 Project estimates are non-binding unless stated as fixed price.
4.3 Variations outside agreed scope are billable.

5. TELECOM SERVICES (VONEX CLARIFICATION)

5.1 The Company does not sell or contract SIP, NBN, Internet or carrier services.

5.2 All Phone & Internet services are contracted directly between the Client and Vonex (or other carrier).

5.3 The Company acts solely as an authorised Channel Partner and receives commissions.

5.4 The Company is not liable for:

• Carrier outages
• SIP failure
• NBN downtime
• Internet performance
• Carrier billing disputes
• Telecommunications regulatory compliance

5.5 The Company provides Managed Telecom Support Services only where separately contracted.

6. THIRD-PARTY SOFTWARE & MICROSOFT365

6.1 The Company resells or manages third-party licences as an authorised reseller.

6.2 The Client contracts directly with the third-party provider under that provider’s terms.

6.3 The Company is not liable for:

• Microsoft outages
• Data loss within Microsoft platforms
• Changes to licensing models
• Price increases imposed by vendors
• Platform changes beyond Company control

6.4 Subscription fees remain payable even if the Client disputes usage.

7. WEB HOSTING & DOMAIN SERVICES

7.1 Hosting is provided on shared or managed infrastructure.

7.2 The Company does not guarantee uninterrupted uptime.

7.3 The Company may suspend hosting services:

• For unpaid invoices
• For security risk
• For breach of acceptable use
• For cross-service recovery (Clause 12)

7.4 The Client remains responsible for website content legality.

8. BACKUPS & DATA PROTECTION

8.1 Backups are only provided where explicitly contracted.

8.2 If the Client declines backup services, the Client acknowledges:

• The Company has no liability whatsoever for data loss
• The Company has no liability for ransomware impact
• The Company has no liability for corruption, deletion or destruction of data
• The Company has no liability for business interruption resulting from data loss

8.3 The Client indemnifies and holds harmless the Company against any claim arising from the Client’s decision not to implement recommended backup services.

8.4 Backup restoration success is not guaranteed where:

• Data was corrupted prior to backup
• Encryption occurred before backup cycle
• Third-party platforms restrict access

9. CYBER SECURITY BASELINE REQUIREMENTS

9.1 The Client must implement Minimum Security Requirements outlined in Schedule 2.

9.2 If the Client declines, delays, or ignores security advice including:

• Multi-Factor Authentication
• Supported Operating Systems
• Patch management
• EDR deployment
• Firewall configuration
• Backup implementation

Then:

• The Company bears no liability for resulting cyber events
• The Client indemnifies the Company against any related claims

9.3 The Company does not guarantee prevention of cyber incidents.

10. END-OF-LIFE TECHNOLOGY

The Company bears no liability for systems that are:

• Out of vendor support
• Running legacy software
• Unsupported operating systems
• Unpatched beyond recommended windows

11. PAYMENT TERMS

11.1 Invoices are payable within seven (7) days unless otherwise stated.

11.2 Overdue invoices incur interest at 2% per month.

11.3 The Client must not withhold payment due to disputes.

12. CROSS-SERVICE SET-OFF & SUSPENSION

12.1 If any invoice remains unpaid for seven (7) days after written notice, the Company may suspend any or all Services.

12.2 Where significant additional costs are being incurred (including Microsoft subscription exposure), the Company may suspend Services immediately.

12.3 The Company may:

• Reallocate payments between service categories
• Shorten or suspend Web Hosting
• Suspend Managed IT
• Reduce licensing quantities
• Accelerate remaining subscription terms

12.4 Suspension does not waive debt recovery rights.

13. LIMITATION OF LIABILITY

13.1 To the maximum extent permitted by law:

The Company’s total aggregate liability is limited to:

The greater of three (3) months of Fees or $10,000
capped at the total Fees paid in the preceding twelve (12) months.

13.2 The Company is not liable for:

• Indirect loss
• Consequential loss
• Loss of profits
• Loss of revenue
• Loss of goodwill
• Loss of data
• Business interruption
• Regulatory fines
• Social engineering loss
• Phishing or credential compromise
• Third-party cloud outages

13.3 Nothing excludes liability under the Australian Consumer Law that cannot lawfully be excluded.

14. INDEMNITIES

The Client indemnifies the Company against:

• Security failures resulting from ignored advice
• Claims arising from lack of backups
• Misuse of systems
• Illegal website content
• Intellectual property infringement by Client materials
• Breach of third-party licence terms

15. SUBCONTRACTORS

15.1 The Company may engage subcontractors.

15.2 Subcontractors remain under Company direction.

15.3 The Client may not pursue subcontractors directly.

15.4 Liability remains subject to Clause 13.

16. INTELLECTUAL PROPERTY

16.1 All Company-developed systems, documentation and automation remain Company property unless otherwise agreed.

16.2 Client retains ownership of their own data.

17. FORCE MAJEURE

The Company is not liable for failure caused by:

• ISP outages
• Carrier failures
• Cloud provider downtime
• Natural disasters
• Power failures
• Government action
• Cyber warfare
• Third-party vendor disruption

18. DATA RESIDENCY

All managed cloud backup data is stored in Australian data centres unless otherwise agreed.

19. TERMINATION

19.1 Upon termination:

• All outstanding Fees become immediately payable
• Services cease at end of notice period
• Data export assistance may be billed

20. GOVERNING LAW & JURISDICTION

20.1 These Terms are governed by the laws of Queensland, Australia.

20.2 The parties submit exclusively to the courts of Queensland.

20.3 The Client expressly agrees that:

• No claim may be brought in the United States or Canada
• No submission to US or Canadian jurisdiction applies

21. ENTIRE AGREEMENT

These Terms constitute the entire agreement unless varied in writing.

22. VARIATION

The Company may update these Terms by publishing revised Terms on its website.

SCHEDULE 2 – MINIMUM SECURITY REQUIREMENTS

The Client must implement:

• Multi-Factor Authentication for email & remote access
• Endpoint Detection & Response
• Supported operating systems
• Monthly patching
• Business-grade firewall
• Segregated backups
• Password policy enforcement
• Security awareness training

Failure to implement removes Company liability.