TERMS AND CONDITIONS

BILBY FUSION PTY LTD (ACN 676 631 511)
Last Updated: 30^th August, 2026

1. Definitions

1.1. “Agreement” means the agreement between Bilby Fusion and the Client for the delivery of Goods and/or Services from time to time. It includes but is not limited to these Terms and Conditions, a request for tender, tender submission, quotation, plans/designs, variation(s), and project timeline(s).

1.2. “Authorised Representative” means a person(s) that Bilby Fusion or the Client authorises to act on their behalf and includes a person(s) that is held out to have such authority.

1.3. “Client” means the person/s or entities buying the Services as specified in the Agreement, and if there is more than one Client, is a reference to each Client jointly and severally.

 1.4. “Goods” means any item, material, product, good, or fitting of any kind supplied by Bilby Fusion to the Client pursuant to the Agreement, as varied in accordance with the Agreement.

 1.5. “Bilby Fusion” means BILBY FUSION PTY LTD (ACN 676 631 511) as described in the Agreement, and/or their Related Entities, its successors and assigns.

 1.6. “Normal Business Hours” means 9:00 to 17:00, Monday to Friday.

 1.7. “Price” means the Price payable for the Goods and/or Services pursuant to the Agreement between Bilby Fusion and the Client, as varied in accordance with the Agreement.

 1.8. “Provider” means any third-party supplier or owner of an application or tool that Bilby Fusion refers the Client to use in the Delivery of Services, including but not limited to platforms like Google Workspace, Microsoft 365, or Xero.

 1.9. “Sub-Contractor” means a third party that Bilby Fusion engages to provide Goods and/or Services to the Client.

 1.10. “Services” means the services provided by Bilby Fusion to the Client pursuant to the Agreement, as varied in accordance with the Agreement.

 1.11. “Third-Party IP” means any intellectual property owned or controlled by a person or entity other than Bilby Fusion or the Client, including but not limited to open-source software, libraries, frameworks, plugins, themes, templates, stock content, APIs, and other third-party code, components, platforms, or materials, that is incorporated into, relied upon, or used in connection with the Goods and/or Services.

2. Acceptance

2.1. These Terms and Conditions apply to each & every supply of Goods and/or Services between Bilby Fusion and the Client.

2.2. The Client accepts and is immediately bound by these Terms and Conditions if the Client:

2.2.1. completes and returns a signed Agreement; or

2.2.2. instructs Bilby Fusion to proceed with the provision of Goods and/or Services after having received an offer for same.

2.3. In accepting these Terms and Conditions, the Client also agrees and warrants:

2.3.1. the plans/designs that form part of the Agreement are true and correct;

2.3.2. to abide by all of the terms of the Agreement;

2.3.3. to abide by the project timeline (if any); and

2.3.4. that they have had the opportunity to obtain independent legal advice prior to entering the Agreement.

2.4. These Terms and Conditions may only be amended by written agreement signed by both parties, except where Bilby Fusion updates these Terms for future engagements under Clause 14.3.

2.5. The Client may request in writing different or additional Goods and/or Services, or a new project timeline. If so, Bilby Fusion will, as soon as is reasonably practicable, either:

2.5.1. Issue a variation which will form a part of the Agreement; or

2.5.2. Terminate the original Agreement, provided that all amounts owing for work satisfactorily completed up to termination become immediately due and payable.

2.6. The Client is deemed to accept a variation issued pursuant to Clause 2.5.1 if the Client:

2.6.1. signs and returns a copy of the variation; or

2.6.2. thereafter provides instructions to Bilby Fusion to continue providing Goods and/or Services.

 2.7. Bilby Fusion is not liable for any loss arising from a Client’s request under Clause 2.5 except where required by law.

2.8 Order of Precedence. Where a Statement of Work expressly states that specific provisions of that Statement of Work prevail over these Terms and Conditions in relation to scope, exclusions, site-specific requirements, or acceptance testing for that engagement, those provisions apply only to that Statement of Work and only to the extent of the identified inconsistency. In all other respects, and in the absence of such an express statement, these Terms and Conditions prevail over any Statement of Work, quotation, or other document forming part of the Agreement.

3.Price and Payment

3.1. The Client undertakes to pay to Bilby Fusion the Price in accordance with the terms of the Agreement. If no time period is specified, payment of the Price must be made within 14 days of the delivery of a tax invoice. 

3.2. Unless otherwise stated, the Price in any offer may be accepted for a period of fourteen (14) days.

3.3. Bilby Fusion is entitled to require a deposit to be paid prior to delivering the Goods and/or Services.

3.4. Progress payments: Where the Agreement involves the delivery of Goods and/or Services over a period of time or in stages, Bilby Fusion is entitled to issue progress claims to the Client:

3.4.1. an initial deposit, as specified in the Agreement;

3.4.2. progress claims issued at agreed milestones or, if not specified, at Bilby Fusion’s reasonable discretion having regard to work completed; and

3.4.3. a final payment claim for the balance of the Price, payable on practical completion.

3.4.4. Payment of a progress claim does not constitute final acceptance that the Services are free of defects, and does not limit the Client’s statutory rights under Clause 6.

3.5. Capital and special-order Goods: Where Goods are capital items, custom-configured, or special order (including network hardware, servers, Access equipment, CCTV, or specialised cabling), or are otherwise designated as upfront procurement items within the applicable Quote or Statement of Works, Bilby Fusion may require payment of the Price for those Goods in full, or such deposit as Bilby Fusion determines, prior to placing an order with its supplier and/or prior to delivery.

The Client acknowledges that Bilby Fusion is not obliged to order or hold such Goods for the Client until that payment has been received in full.

3.6. Price Variation Adjustments:

The Price may be adjusted where there is an increase in:

3.6.1 supplier pricing;

3.6.2 third-party licensing costs;

3.6.3 hardware or software costs;

3.6.4 subcontractor charges;

3.6.5 labour costs;

3.6.6 government charges, taxes, or regulatory costs.

Bilby Fusion will provide reasonable notice of any material adjustment and supporting information where reasonably available. Where a proposed increase materially affects the unperformed portion of the Services, the Client may elect not to proceed with the affected unperformed Services by providing written notice, without liability for future Services not yet performed.

The Client remains liable for:

(a) Goods already ordered;

(b) Services already performed; and

(c) committed third-party costs.

3.7. Disputed Invoices: If the Client disputes a portion of an invoice in good faith, the Client must pay the undisputed amount by the due date. The disputed portion may be withheld while both parties resolve the matter under Clause 11.

3.8. Building and Construction Industry Security of Payment Act 1999 (NSW):
Where the Goods and/or Services constitute construction work or related goods and services within the meaning of the Building and Construction Industry Security of Payment Act 1999 (NSW), Bilby Fusion may issue payment claims and exercise any rights available under that Act.

4. Credit, Security, and PPSR

4.1 Specific Property Charge: To secure payment of the Price, the Client charges its right, title, and interest in the specific physical Goods supplied by Bilby Fusion. This charge does not extend to any other property, land, or assets of the Client. 

4.2 Retention of Title: Bilby Fusion retains full legal title and ownership of all physical Goods supplied until the Price for those specific Goods has been paid in full by the Client.

4.3 PPSR Registration Right: The Client consents to Bilby Fusion registering a security interest (including a Purchase Money Security Interest, or PMSI) on the Personal Property Securities Register (PPSR) in respect of unpaid Goods.

4.4 PPSR Cooperation: The Client agrees to promptly do all things reasonably required by Bilby Fusion to register, maintain, amend, or release any security interest arising under this Agreement.

4.5 PPSA Rights: To the maximum extent permitted by law, the Client agrees that the parties may exclude or limit the operation of provisions of the PPSA where permitted.

The Client acknowledges that Bilby Fusion may register security interests on the PPSR and agrees to provide reasonable assistance necessary to maintain those registrations.

4.6 Application Restrictions: The Client agrees that sections 130 and 135 of the PPSA apply to enforcement actions initiated by Bilby Fusion only to the minimum extent mandated by law.

5. Liability to pay for Goods and/or Services

5.1. The Client is liable to pay for the Goods and/or Services from the earlier of when Bilby Fusion orders the components under the Agreement or when they are delivered. For the avoidance of doubt, liability for payment does not constitute transfer of title, which remains governed by Clause 4.

5.2. Risk in physical Goods passes to the Client upon physical delivery to the Client’s designated premises.

5.3. If the Client delays project milestones or delivery schedules, the Client is liable to pay Bilby Fusion for reasonable additional costs actually incurred as a direct result of that delay.

5.4. Delivery Timelines and Force Majeure: Any delivery timelines, completion dates, or project milestones provided by Bilby Fusion are estimates only and are subject to the Client fulfiling its obligations, including providing timely access, information, approvals, decisions, and site readiness. Except where required by law, Bilby Fusion is not liable for any delay, suspension, failure, or inability to perform any obligation under the Agreement where the delay or failure arises from circumstances beyond Bilby Fusion’s reasonable control.

 Such circumstances include, but are not limited to:

(a) supplier, manufacturer, distributor, or subcontractor delays or failures;
(b) shortages or delays affecting hardware, software, components, materials, or equipment;
(c) cloud service provider, telecommunications carrier, hosting provider, or other third-party platform outages or changes;
(d) client-caused delays, including failure to provide access, approvals, information, dependencies, or required infrastructure;
(e) industrial disputes, strikes, transport interruptions, supply chain disruptions, global logistics events, epidemics, pandemics, public health emergencies, government restrictions, regulatory changes, natural disasters, fire, flood, or other events outside Bilby Fusion’s reasonable control.

Where a Force Majeure event occurs, Bilby Fusion may extend affected delivery timeframes for a reasonable period and will notify the Client where practicable.

6. Warranties & Responsibilities

6.1 Site Readiness: The Client warrants that the property, asset, or site will be fully prepared, accessible, and ready to receive the delivery of the Goods and/or Services in strict accordance with the agreed project timeline.

6.2 Completion Inspection Notice: Bilby Fusion will provide the Client with notice requiring a formal joint or independent inspection of delivered work as soon as practicable following installation stages or practical completion.

6.3 Prompt Notification Defect Rule: The Client should inspect all delivered work promptly upon receiving notice under Clause 6.2 and should notify Bilby Fusion in writing of any identified issues, missing components, or alleged installation defects within seven (7) days of the inspection where reasonably practicable.

Nothing in this clause limits, excludes, or modifies any rights or remedies available to the Client under Clause 7.1 (Australian Consumer Law Savings Clause) or any other rights that cannot lawfully be excluded under applicable legislation.

6.4 Professional Competence Warranty: Bilby Fusion warrants to the Client that all technical infrastructure deployment, structured cabling, and IT consulting services will be provided with reasonable skill, care, and professional diligence in alignment with Australian technology standards.

6.5 Opportunity to Remedy: The Client agrees that Bilby Fusion must be provided with a reasonable, unhindered opportunity to remedy, re-test, or repair any alleged installation defect or operational issue identified under Clause 6.3 before the Client engages any third party to alter the work.

6.6 Manufacturer Warranties: For all physical IT components, server units, CCTV nodes, and network switches supplied by Bilby Fusion, Bilby Fusion passes through the direct product warranties provided by the original equipment manufacturer (OEM). Bilby Fusion does not provide a separate, independent product warranty on physical third-party hardware components.

6.7 Operational Client Dependencies: The Client is responsible for maintaining all site infrastructure environmental dependencies necessary for the correct operation of the Goods (including dedicated power feeds, functional air-conditioning/cooling inside server rooms, and client-side internet service provider connections), unless those specific facilities are managed directly by Bilby Fusion under a current SOW.

6.8 Right of Substitution: Bilby Fusion reserves the right to substitute alternative products, components, or brands of equivalent or superior performance specifications during a deployment if a designated component becomes unavailable or subject to external supplier constraints, subject to the notification rules under Clause 3.6.

6.9 Voluntary Commercial Warranty Scope: Any voluntary commercial workmanship warranty or operational support arrangement provided by Bilby Fusion covers only the explicit configurations and layouts deployed by Bilby Fusion personnel during the active project engagement.

6.10 Unauthorised Modifications and Warranty Impact:

Where the Client or a third party modifies, alters, extends, relocates, repairs, or interferes with Goods and/or Services supplied by Bilby Fusion:

(a) Bilby Fusion’s warranty obligations will not apply to the affected components, systems, or outcomes directly impacted by that modification;

(b) Bilby Fusion is not responsible for faults, failures, performance issues, or defects caused by such modifications;

(c) Bilby Fusion may require additional investigation, testing, remediation, or certification work to be performed at the Client’s cost;

(d) any certification, testing results, or performance guarantees relating to affected infrastructure may no longer apply.

(e) Bilby Fusion may rely on any As-Delivered Record provided under the applicable Statement of Work as evidence of the state of the Goods and/or Services prior to a modification described in this Clause.

For clarity, unaffected components of the original installation remain subject to any applicable warranty obligations.

7. Liabilities, Mutual Indemnity, and ACL Savings Clause

7.1. Australian Consumer Law (Savings Clause): Nothing in this Agreement excludes, restricts, or modifies any consumer guarantee, warranty, right, or remedy that cannot lawfully be excluded, restricted, or modified under the Australian Consumer Law contained in Schedule 2 of the Competition and Consumer Act 2010 (Cth) or any applicable State or Territory consumer protection legislation.

Where Goods and/or Services supplied by Bilby Fusion are acquired by the Client as a consumer within the meaning of the Australian Consumer Law, those consumer guarantees apply and cannot be excluded. To the maximum extent permitted by law, all other warranties, conditions, guarantees, and remedies are limited or excluded where permitted by applicable law.

7.2. Liability Cap: Subject always to Clause 7.1, Bilby Fusion’s maximum aggregate liability for any commercial breach, error, or negligence is limited to the total amount paid or payable by the Client under the relevant Statement of Works during the 12 months preceding the event giving rise to the claim. 

This limitation does not apply to liability arising from fraud, wilful misconduct, death, personal injury, or any liability which cannot lawfully be excluded or limited.

7.3. Mutual Indemnity Scope: Each party will indemnify the other for direct property damage, personal injury, or financial loss caused solely by the indemnifying party’s proven negligence or wilful misconduct. A party’s liability to indemnify the other will be proportionally reduced to the extent that the other party’s acts or omissions contributed to the loss.

7.4. Third-Party Platforms: Where Bilby Fusion directs the Client to use a Provider platform (e.g., Google Workspace, Microsoft 365, AWS, Xero):

(a) The Provider’s own terms of service and pricing apply.

(b) Bilby Fusion does not control the performance, privacy architecture, or availability of those environments.

(c) Bilby Fusion is not liable for loss arising from a Provider’s native system downtime or global pricing changes.

 7.5. Responsibility for Subcontractors: Bilby Fusion remains fully responsible for the quality, safety, and delivery performance of any Subcontractors it engages to fulfil its duties, except where a loss results solely from the Client’s specific directions, administrative configurations, or unauthorised modifications.

7.6. Work Health & Safety (WHS): Both parties maintain non-delegable compliance duties under the Work Health and Safety Act 2011 (NSW). The Client remains responsible for all WHS environment controls and site induction procedures under its physical or operational control.

7.7. Claims Limitation Period: To the maximum extent permitted by law, any contractual claim arising out of or in connection with this Agreement must be notified within 12 months from the date the Goods and/or Services were delivered or completed. This limitation does not apply where prohibited by law.

7.8. Independent Contractor Referrals: From time to time, Bilby Fusion may recommend or refer independent third-party tradespeople, technicians, or specialists (such as licensed electricians for power point or data rack electrical feeds) to perform ancillary work that falls outside of Bilby Fusion’s explicit Statement of Works. The Client acknowledges and agrees that:

(a) Convenience Only: Such recommendations are provided purely as an operational convenience to the Client.

(b) Direct Engagement: The third-party contractor is entirely independent, and any engagement, pricing, or service delivery occurs strictly as a direct contract between the Client and that contractor.

(c) Insurance and Liability Exclusion: Bilby Fusion maintains no insurance coverage for external trade work and accepts zero liability, responsibility, or warranty obligations for any property damage, defects, delays, or safety incidents resulting from the work performed by such referred contractors. 

7.9. Bilby Fusion maintains insurance policies appropriate for the nature of its business. Nothing in this Agreement constitutes a representation that insurance coverage exists for every category of loss.

8. Cyber Security, Data Protection, and Backups

8.1. No Absolute Guarantee: The Client acknowledges that no cyber security infrastructure, firewall configuration, security monitoring suite, or patch deployment plan is completely immune to evolving cyber threats, social engineering, zero-day exploits, or sophisticated malicious incidents. Bilby Fusion will deploy services using professional diligence but does not guarantee a total breach-immune status.

8.2. Backup Management Boundaries: Unless explicitly defined as a recurring managed service obligation within a signed Statement of Works (where Bilby Fusion is contracted to proactively verify, configure, and monitor backup repositories), the Client remains solely responsible for maintaining, verifying, and testing its own data backups.

8.3. Data Loss Limitation: Bilby Fusion is not liable for any corruption, deletion, or alteration of business data unless such loss is directly caused by Bilby Fusion’s proven negligence or deliberate failure to execute explicit backup tasks defined in a current Statement of Works.

8.4 The Client acknowledges that cybersecurity is a shared responsibility. The Client remains responsible for user access management, password security, authorised personnel access, endpoint security, and following reasonable security practices communicated by Bilby Fusion. This includes responsibility for third-party systems, applications, platforms, and services selected, controlled, or administered by the Client.

9. Intellectual Property

9.1. Each party retains its pre-existing intellectual property.

9.2. Custom Builds: If Bilby Fusion develops custom automation scripts, API integrations, configurations, or bespoke workflows specifically for the Client, the Client receives the agreed ownership or licence rights specified in the Agreement only upon payment of the Price in full. Unless expressly stated otherwise, Bilby Fusion retains ownership of all underlying development methods, reusable components, frameworks, libraries, tools, and technical know-how.

9.3. Third-Party IP: The Client acknowledges that Bilby Fusion does not own integrated Third-Party IP (such as WordPress Core, API Integration Tools, Bricks Builder, premium plugins, or stock graphics) and cannot grant rights beyond the third-party licensing terms (e.g., GPL frameworks or commercial keys). The Client is responsible for ongoing compliance with these third-party terms.

9.4. Notwithstanding any transfer of rights in custom deliverables, Bilby Fusion retains ownership of its pre-existing methodologies, templates, frameworks, libraries, tools, scripts, know-how, processes, documentation structures and general technical knowledge.

9.5. The Client retains ownership of all Client Data. Bilby Fusion receives only the limited rights necessary to perform the Services.

10. Confidentiality

10.1. Scope: “Confidential Information” includes administrative passwords, operational credentials, technical topology maps, source code, project pricing, and business strategies shared during the engagement.

10.2. Protection: Both parties agree to protect the other’s Confidential Information with a professional standard of care, use it solely to fulfil this Agreement, and restrict access to personnel or subcontractors bound by equivalent non-disclosure obligations.

11. Dispute Resolution

11.1. Escalation Path: In the event of an operational or contractual dispute, the parties will follow this sequence:

11.1.1. Good Faith Negotiation: Senior representatives from both companies must meet within 14 days of written notice to attempt a resolution.

11.1.2. Mediation: If negotiation fails, the dispute will be referred to a mediator appointed by the Australian Disputes Centre (ADC), with costs shared equally.

11.1.3. Litigation: If mediation does not yield a settlement within 30 days, either party may initiate proceedings in a court of competent jurisdiction in New South Wales or mutually agree to voluntary binding arbitration.

12. Privacy Compliance

12.1. Bilby Fusion collects, handles, and stores personal and operational infrastructure information in accordance with the Privacy Act 1988 (Cth), the Australian Privacy Principles (APPs), and our published Privacy Policy. This data may include contact details, billing data, cloud configuration paths, and technical information relating to system configuration, access, integrations, and service delivery (e.g., Microsoft 365, Xero, cloud hosting environments).

12.2. Bilby Fusion will take reasonable steps to protect personal information from misuse, interference, loss, unauthorised access, modification or disclosure.

12.3. Where required by law, Bilby Fusion will comply with the Notifiable Data Breaches scheme under the Privacy Act 1988 (Cth)

13. Termination

13.1. Termination Prior to Delivery: Either party may terminate an unperformed Statement of Works by providing written notice. If Bilby Fusion terminates under this clause, it will refund payments for undelivered milestones, less reasonable costs actually incurred or non-refundable vendor commits already made to suppliers.

13.2. Financial Settlement on Client Termination: If the Client terminates the Agreement, the Client:

13.2.1. remains responsible for paying for all work satisfactorily completed and Goods ordered up to termination; and

13.2.2. must pay for reasonable costs and losses directly resulting from the termination, explicitly excluding arbitrary penalties or speculative “lost profits” on unperformed segments of work.

13.3 Bilby Fusion may suspend delivery of Goods and/or Services where the Client fails to pay an undisputed amount by the due date, fails to provide required information or access, or creates a safety or compliance risk.

14. General

14.1. Governing Law: These Terms and Conditions are governed by and construed in accordance with the laws of New South Wales, Australia. Both parties submit to the jurisdiction of the courts of NSW.

14.2. Overdue Balances: Interest on undisputed overdue invoices will accrue daily at the applicable post-judgment interest rate prescribed under the Civil Procedure Act 2005 (NSW), as amended from time to time. The Client is liable for reasonable recovery costs (such as documented agency or legal fees) directly incurred in collecting overdue debts.

14.3. Future Modifications: Bilby Fusion may update these Terms and Conditions from time to time.  Any updated Terms will:

(a) apply only to new quotations, Statements of Work, or engagements entered into after the updated Terms become effective; and

(b) not affect any existing Agreement already accepted by the Client.

Where required by law, Bilby Fusion will provide reasonable notice of material changes.

14.4. Electronic Signatures: Executing this Agreement or subsequent Statements of Works via recognised electronic signing platforms holds full legal validity.

15. Structured Cabling Compliance and Workplace Safety

15.1 Regulatory Frameworks

Both parties acknowledge and agree that all structured data cabling, containment pathways, telecommunications infrastructure, and network installations performed under this Agreement must comply with all applicable Australian laws, regulations, standards, and industry requirements, including but not limited to:

(a) the Telecommunications Act 1997 (Cth) and applicable Telecommunications Cabling Provider Rules made under that Act;

(b) applicable ACMA cabling standards and technical requirements, including AS/CA S009 Installation Requirements for Customer Cabling (Wiring Rules);

(c) applicable workplace health and safety obligations, including the Work Health and Safety Act 2011 (NSW) and associated regulations; and

(d) any other applicable Australian Standards relevant to the Goods and/or Services being provided.

Bilby Fusion will not undertake, or knowingly assist with, any installation, modification, or configuration that would result in a breach of applicable legislation, regulatory requirements, safety obligations, or mandatory technical standards.

15.2 Latent Safety & Compliance Hazards: The Client acknowledges that initial project quotes are based on a visual or assumed baseline. If, upon commencing work, Bilby Fusion discovers hidden, unmapped, or latent non-compliance issues or safety hazards (including but not limited to: hazardous asbestos materials, inadequate separation from mains electrical wiring, structurally unsafe crawlspaces, or non-compliant pre-existing containment pathways):

(a) Right to Halt Work: Bilby Fusion reserves the right to immediately suspend all affected installation works without penalty or liability for project delays.

(b) Notice to Rectify: Bilby Fusion will issue a written notice detailing the safety or compliance hazard. The Client must, at its own expense, rectify the hazard to an industry-compliant baseline or request Bilby Fusion to remediate it where feasible.

(c) Mandatory Variation: Any additional labour, structural remediation, or specialised safety gear required to overcome the discovered hazard will be treated as a mandatory contract variation under Clause 2.5. Works will resume only once the variation is executed.

15.3 Client-Supplied Equipment and Materials: If the Client explicitly requests or specifies the use of their own network hardware, data racks, patches, modules, or patch leads:

(a) Mandatory Certification: All Client-supplied equipment must be fully tested, verified, and certified under relevant Australian Standards, bearing the official Regulatory Compliance Mark (RCM) and satisfying AS/CA S008 Requirements for Customer Cabling Products.

(b) Right of Refusal and Billable Time: Bilby Fusion reserves the right to refuse the installation of any Client-supplied item that lacks clear RCM authentication, appears physically compromised, or threatens the integrity of the ACMA-compliant link. If Bilby Fusion exercises this right of refusal on-site, the Client remains fully liable to pay for all scheduled technician labour, site attendance fees, and mobilisation costs incurred up to that point as a fully billable service call.

(c) Complete Warranty Exclusion: Bilby Fusion provides zero operational warranties, performance guarantees, or link certifications for channels incorporating Client-supplied materials. The Client remains solely liable for network dropouts, electrical faults, or hardware failures stemming from their supplied equipment.

16. IT Support, Managed Services and Service Boundaries

16.1 Scope of Services

The Client acknowledges that Bilby Fusion’s obligations are limited to the specific Goods and/or Services expressly described in the applicable Agreement, Quotation, Statement of Works, or project documentation.

Unless expressly included in writing, the provision of Goods and/or Services does not include ongoing maintenance, monitoring, administration, management, support, cybersecurity services, backup management, software updates, hardware lifecycle management, or user support.

16.2 Managed Services Requirement

Where the Client requires ongoing IT support, monitoring, maintenance, administration, cybersecurity management, backup monitoring, or helpdesk services, such services must be separately agreed under a written Managed Services Agreement, Statement of Works, or recurring service arrangement.

The scope, response times, service levels, fees, exclusions, and responsibilities for such services will be governed by the applicable written agreement.

16.3 No Implied Support Obligation

The Client acknowledges that:

(a) the installation, configuration, supply, or commissioning of Goods and/or Services does not create any ongoing obligation for Bilby Fusion to provide support or maintenance;

(b) any assistance requested outside the agreed scope of Services may be provided at Bilby Fusion’s prevailing labour rates or under a separate support agreement; and

(c) Bilby Fusion is not responsible for monitoring the operational status, performance, security, availability, or integrity of systems after completion unless such monitoring is expressly included within the Agreement.

16.4 Software, Cloud and Third-Party Environment Changes

The Client acknowledges that software, cloud platforms, operating systems, applications, APIs, security services, and third-party platforms may change independently of Bilby Fusion.

Bilby Fusion is not responsible for changes, interruptions, incompatibilities, security impacts, feature removals, licensing changes, or performance issues caused by:

(a) software vendor updates or policy changes;

(b) cloud provider modifications;

(c) third-party API changes;

(d) operating system updates;

(e) manufacturer firmware releases; or

(f) changes made by the Client or other third parties.

Where requested by the Client, Bilby Fusion may provide investigation, remediation, or upgrade services arising from such changes as additional chargeable work.

16.5 Client System Administration Responsibilities

Unless expressly included within a current Statement of Works, the Client remains responsible for:

(a) managing authorised users and user access permissions;

(b) maintaining secure passwords and authentication practices;

(c) approving access requests and removing access for departing personnel;

(d) maintaining valid software, hardware, and cloud service subscriptions;

(e) ensuring internet connectivity, power, environmental controls, and other supporting infrastructure remain operational;

(f) maintaining business continuity plans appropriate to its operations; and

(g) ensuring compliance with applicable laws and industry obligations relevant to its business.

16.6 Emergency and Out-of-Scope Work

Where Bilby Fusion provides emergency assistance, troubleshooting, recovery, or remediation outside the agreed scope of Services, such work will be performed on a reasonable endeavours basis and charged at Bilby Fusion’s applicable rates unless otherwise agreed in writing.

The Client acknowledges that emergency assistance does not create an ongoing obligation for Bilby Fusion to provide future support services.

16.7 System Documentation and Handover

Where documentation, credentials, diagrams, configuration records, or system information are provided as part of the Services, such materials are limited to the scope of the applicable Agreement.

The Client is responsible for maintaining secure records of:

(a) administrator credentials;

(b) licensing information;

(c) third-party account ownership;

(d) subscription details; and

(e) ongoing operational documentation, unless Bilby Fusion is expressly engaged to provide such management services.

16.8 Credentials and Administrative Access
The Client acknowledges that system credentials, administrator accounts, passwords, encryption keys, and access permissions are critical security information. Unless expressly included within a current Agreement, Bilby Fusion is not responsible for maintaining, storing, recovering, or managing Client credentials.

16.9 Client Authorisation

The Client authorises Bilby Fusion to access, configure, modify, or administer Client systems only to the extent necessary to perform the Services under the Agreement.

The Client remains responsible for ensuring Bilby Fusion has appropriate authority to access third-party systems, platforms, subscriptions, and environments provided by the Client.

17. Client Authorisations and Third-Party Access

17.1 The Client warrants that it has authority to provide Bilby Fusion with access to all systems, networks, premises, software platforms, accounts, and information required for delivery of the Services.

17.2 The Client authorises Bilby Fusion to access and configure such systems only to the extent reasonably necessary to perform the Services.

17.3 The Client remains responsible for ensuring that all third-party licences, subscriptions, permissions, and account ownership arrangements are valid and maintained.

17.4 Bilby Fusion is not responsible for loss, interruption, suspension, or restriction caused by inaccurate credentials, expired licences, revoked permissions, third-party account restrictions, or actions of the Client or third-party providers.

18. Commercial Terms, Minimum Charges and Travel

18.1 Applicable Rates

Bilby Fusion operates on agreed commercial rates applicable to each project, Client, or Statement of Works.

Different rates may apply depending on the nature of the work, technical requirements, urgency, location, complexity, project commitments, after-hours requirements, specialist skills required, or other agreed commercial arrangements.

The applicable rates, fees, and charges will be specified in the relevant quotation, proposal, Statement of Works, or other written agreement.

18.2 Minimum Billable Time

Unless otherwise agreed in writing:

(a) Remote support, telephone support, online assistance, administration, configuration, troubleshooting, and similar Services are subject to a minimum charge of 30 minutes.

(b) Time beyond the initial minimum charge will be billed in increments of 30 minutes.

(c) Onsite attendance is subject to a minimum charge of one (1) hour, calculated from the commencement of onsite Services.

(d) Minimum charges apply regardless of whether the Client requires less than the applicable minimum period of Services.

18.3 Onsite Attendance and Labour Charges

Where Bilby Fusion attends a Client site:

(a) onsite labour charges commence from the time Bilby Fusion commences work at the Client location;

(b) onsite attendance is subject to the minimum charge specified in Clause 18.2;

(c) time spent diagnosing faults, testing, configuring, installing, documenting, communicating with suppliers, or performing related technical activities forms part of billable Services where applicable.

18.4 Travel Time Charges

Where travel charges apply, travel time may be charged at 75% of Bilby Fusion’s applicable standard labour rate, unless otherwise agreed in writing.

Travel time:

(a) is calculated from the agreed departure location to the Client site and return;

(b) is separate from onsite labour charges and minimum attendance charges;

(c) applies where travel is outside Bilby Fusion’s normal service area or where significant travel time is required.

18.5 Standard Vehicle Travel

Unless otherwise agreed in writing, Bilby Fusion does not charge separate vehicle, fuel, or kilometre expenses for travel within the greater Sydney and Illawarra service areas.

Where travel is outside the normal service area, Bilby Fusion may charge additional travel-related costs including:

(a) travel time;

(b) tolls;

(c) parking fees;

(d) accommodation;

(e) meals where applicable; and

(f) other reasonable travel expenses incurred in delivering the Services.

18.6 Specialist Vehicle, Trailer and Equipment Transport

Where Services require specialist transport requirements, including but not limited to:

(a) towing a trailer;

(b) transporting scaffolding, access equipment, ladders, machinery, tools, equipment racks, generators, or other specialised equipment;

(c) additional loading, unloading, setup, or mobilisation activities;

Bilby Fusion may charge additional mobilisation or transport fees as specified in the applicable quotation or Statement of Works.

Such charges may include:

(d) vehicle and trailer mobilisation;

(e) equipment preparation and loading;

(f) unloading and site handling;

(g) additional travel time resulting from towing or specialist transport requirements;

(h) permits, access fees, tolls, parking, or other external costs.

18.7 Daily Rate Engagements

Where Bilby Fusion provides Services under a daily rate arrangement:

(a) the daily rate includes a maximum of ten (10) working hours per day unless otherwise agreed in writing;

(b) additional hours beyond the agreed daily allocation may be charged at the applicable hourly rate;

(c) travel time, mobilisation, accommodation, specialist transport, and external expenses are excluded unless expressly included in the daily rate agreement.

18.8 Cancellation and Site Access Delays

If Bilby Fusion attends a Client site and cannot reasonably commence or complete work due to circumstances outside Bilby Fusion’s control, including:

(a) lack of access;

(b) unavailable Client representatives;

(c) unsafe working conditions;

(d) unavailable equipment, information, or approvals;

the applicable minimum attendance charge and any reasonable additional time incurred may be charged.

18.9 External Costs and Disbursements

The Client is responsible for reasonable external costs incurred by Bilby Fusion in providing the Services where such costs are:

(a) disclosed in the quotation or Statement of Works; or

(b) reasonably required to complete the Services.

Examples include:

• third-party licences;
• supplier charges;
• freight;
• courier costs;
• permits;
• specialist equipment hire;
• accommodation;
• parking and tolls.