Terms of Service

1. Acceptance and Scope

These Terms of Service ("Terms") govern your use of all services, products, systems, and platforms provided by AYE TECHNOLOGIES PTY LTD (ABN: 70643554438, ACN: 643 554 438), trading as AyeTech ("Company", "we", "us", or "our"). By engaging our services, accessing our systems, or entering into any agreement with us, you ("Client", "you", or "your") agree to be bound by these Terms and all applicable policies.

These Terms apply to all current and future services including but not limited to managed IT services, cyber security monitoring, IT consulting, internet and voice services, domain management, server maintenance, remote support, and any other technical or consulting services we may provide.

2. Service Provision and Scope

2.1 General Service Provision

Services are provided subject to availability, technical feasibility, and our sole discretion. We reserve the right to modify, suspend, or discontinue any service at any time without prior notice. Service specifications, features, and availability may vary and are subject to change based on technical requirements, business needs, or regulatory compliance.

2.2 Service Levels and Performance

While we strive to provide reliable services, all service levels, uptime commitments, and performance metrics are targets only and do not constitute guarantees. Service availability may be affected by factors beyond our control including but not limited to third-party systems, internet connectivity, power outages, natural disasters, or force majeure events.

2.3 Scope Limitations

Our obligations are limited to the specific services explicitly contracted for. Any additional work, emergency services, or requests outside the agreed scope may incur additional charges at our standard rates. We reserve the right to determine what constitutes within or outside of scope.

3. Client Obligations and Responsibilities

3.1 Cooperation and Access

You must provide reasonable cooperation, access to systems, facilities, and personnel as required for service delivery. Failure to provide such cooperation may result in service delays, additional charges, or inability to deliver services, for which we accept no responsibility.

3.2 Information Accuracy

You are responsible for providing accurate, complete, and current information. Any decisions made or services provided based on incorrect information provided by you are your responsibility. You must promptly notify us of any changes to your requirements, systems, or circumstances that may affect service delivery.

3.3 System Maintenance

You remain responsible for maintaining appropriate backup systems, implementing our recommendations, and ensuring your systems meet minimum technical requirements. We are not responsible for any consequences arising from your failure to maintain systems or implement our recommendations.

4. Payment Terms and Fees

4.1 Fees and Charges

All fees are exclusive of taxes, duties, and other government charges unless otherwise specified. Fees are subject to change upon 30 days' notice. Additional services, emergency work, or work outside normal business hours may incur premium charges.

4.2 Payment Terms

Payment terms are strictly net 7 days unless otherwise agreed in writing. Late payments may incur interest charges at 2% per month or the maximum rate permitted by law, whichever is lower. We reserve the right to suspend or terminate services for overdue accounts.

4.3 Disputes and Refunds

Payment disputes must be raised within 30 days of invoice date. Refunds are at our sole discretion and may be subject to administrative fees. Services provided are generally not refundable due to their nature and the resources committed to service delivery.

5. Intellectual Property and Confidentiality

5.1 Ownership

All intellectual property rights in our services, methodologies, tools, documentation, and deliverables remain our property unless explicitly transferred in writing. You receive only the limited rights necessary to use the services as intended.

5.2 Confidentiality

Both parties acknowledge they may have access to confidential information. We will maintain reasonable confidentiality of your information, however, this does not apply to information that becomes public through no fault of ours, information independently developed, or information required to be disclosed by law.

5.3 Data and Information

While we may have access to your data in the course of providing services, you retain ownership of your data. However, we reserve the right to use aggregated, anonymized information for business purposes including service improvement and industry analysis.

6. Limitations of Liability

6.1 General Limitations

To the maximum extent permitted by law, our total liability for any claim arising from or relating to these Terms or our services shall not exceed the amount paid by you for the specific services in the 12 months preceding the claim, regardless of the form of action or legal theory.

6.2 Excluded Damages

We shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, business opportunities, or goodwill, whether arising in contract, tort, or otherwise, even if we have been advised of the possibility of such damages.

6.3 Third-Party Services

We are not responsible for the performance, availability, or functionality of third-party services, software, or systems that we may integrate with or recommend. Your use of third-party services is subject to their respective terms and conditions.

7. Indemnification

You agree to indemnify, defend, and hold harmless the Company, its officers, directors, employees, and agents from and against any claims, damages, losses, costs, and expenses (including reasonable legal fees) arising from or relating to:

• Your use of our services or breach of these Terms
• Your violation of any law, regulation, or third-party rights
• Your data, content, or systems that we access in providing services
• Any misrepresentation or breach of warranty by you
• Any negligent acts or omissions by you or your personnel

8. Force Majeure and Service Disruptions

We shall not be liable for any failure or delay in performance under these Terms that is due to circumstances beyond our reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, government actions, internet outages, third-party service failures, or other force majeure events.

In the event of service disruptions, we will use commercially reasonable efforts to restore services, but make no guarantees regarding restoration timeframes. Service credits or refunds for force majeure events are at our sole discretion.

9. Termination

9.1 Termination Rights

Either party may terminate these Terms or any service agreement with 30 days' written notice. We may terminate immediately for cause, including but not limited to non-payment, breach of terms, or conduct that we determine may harm our business or reputation.

9.2 Effects of Termination

Upon termination, you remain liable for all fees and charges incurred up to the termination date. We may retain your data for a reasonable transition period but are not obligated to provide data export or migration services unless separately contracted.

9.3 Survival

Provisions relating to payment obligations, intellectual property, confidentiality, limitations of liability, and indemnification shall survive termination of these Terms.

10. Modification of Terms

We reserve the right to modify these Terms at any time by posting updated terms on our website or providing notice through our usual communication channels. Continued use of our services after such modifications constitutes acceptance of the updated Terms. It is your responsibility to regularly review the Terms.

11. Data Protection and Privacy

Our collection and use of personal information is governed by our Privacy Policy. By using our services, you consent to such collection and use. We may use automated systems and artificial intelligence tools in the delivery of services, which may involve processing of your data and information.

12. Compliance and Regulatory Matters

You are responsible for ensuring your use of our services complies with all applicable laws, regulations, and industry standards. We make no representations regarding the suitability of our services for your specific regulatory requirements or compliance obligations.

13. Warranty Disclaimers

To the maximum extent permitted by law, services are provided "as is" and "as available" without warranties of any kind, whether express or implied. We disclaim all warranties including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, and those arising from course of dealing or usage of trade.

We do not warrant that services will be uninterrupted, error-free, or meet your specific requirements. You acknowledge that technology services inherently involve risks and uncertainties.

14. Assignment and Transfer

You may not assign or transfer these Terms or any rights hereunder without our prior written consent. We may freely assign or transfer these Terms and our rights and obligations, including in connection with any merger, acquisition, or sale of assets.

15. Dispute Resolution

15.1 Governing Law

These Terms are governed by the laws of New South Wales, Australia. Any disputes shall be subject to the exclusive jurisdiction of the courts of New South Wales.

15.2 Dispute Process

Before initiating any legal proceedings, parties agree to attempt to resolve disputes through good faith negotiations. If unsuccessful, disputes may be resolved through mediation or arbitration at our discretion.

16. General Provisions

16.1 Entire Agreement

These Terms, together with any service agreements, constitute the entire agreement between parties regarding the subject matter hereof and supersede all prior or contemporaneous understandings or agreements.

16.2 Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. Invalid provisions shall be deemed modified to the minimum extent necessary to make them valid and enforceable.

16.3 Waiver

Our failure to enforce any provision of these Terms shall not constitute a waiver of such provision or any other provision. Waivers must be in writing to be effective.

16.4 Communication

Notices under these Terms shall be deemed given when sent by email to the address on file or by posted mail to the registered address. You consent to receive communications electronically.

17. Contact Information