Terms and Conditions

About these terms

In these terms, CSPRO, we, us and our mean Computer Support Professionals Pty Ltd trading as CSPRO. You and customer mean the person or organisation that buys a product or service, creates an account, or uses a CSPRO website, portal or app.

These terms apply to one-off and recurring services, products and digital access unless an accepted quote, order form, statement of work or signed service agreement says otherwise. Together, those documents form the agreement. If they are inconsistent, the order of precedence is: a signed service agreement, an accepted statement of work or order, an accepted quote, then these terms.

Nothing in these terms excludes, restricts or modifies a right, guarantee, condition, warranty, remedy or liability that cannot lawfully be excluded, restricted or modified.

Accepting these terms

A customer accepts these terms by signing or electronically accepting them, accepting a quote or order that refers to them, asking us to begin work after receiving them, paying for a product or service, creating an account, or using a CSPRO website, portal or app after being given a reasonable opportunity to review them.

A person acting for an organisation confirms that they have authority to bind it. If they do not have that authority, they must not place an order, approve work or create an organisation account. A user must be at least 18 years old or otherwise have the legal capacity and appropriate authority to accept these terms.

Quotes scope and approval

A quote or order describes the products, services, assumptions, price and any specific timing or service levels. A quote is valid for the period stated in it and may be withdrawn before acceptance. Estimates are not fixed prices unless clearly identified as such.

Where work is charged by time or at a call-out or diagnostic rate, the applicable rate and any minimum charge must be disclosed before work begins. If no fixed price applies and the scope or likely cost materially changes, we will seek approval before undertaking the additional work unless urgent action is reasonably necessary to protect people, systems or data and the customer has authorised that type of action.

Diagnosis may show that replacement hardware, software, licences or work outside the original scope is needed. We will obtain approval before supplying or charging for those items, except for an amount already authorised in writing.

Fees GST invoicing and payment

The customer must pay the fees in the accepted quote, order or service agreement and any approved variations. Prices will state whether GST is included. Consumer-facing prices include GST where required by law; otherwise GST is added where applicable.

Invoices are due on the date or within the period shown on the invoice or service agreement. A customer who genuinely disputes an invoice should tell us promptly, explain the disputed amount and pay the undisputed amount by the due date.

A late fee, interest charge, cancellation charge, collection cost or minimum service charge applies only if it was disclosed before the relevant commitment, is a reasonable protection of CSPRO's legitimate interests and is permitted by law. We may recover reasonable external costs actually incurred in collecting an overdue undisputed amount, to the extent permitted by law.

Scheduling and service delivery

We will use reasonable care and skill and perform services within the time agreed or, if no time is agreed, within a reasonable time. Appointment times and project dates may depend on customer access, third-party availability, supply chains and technical conditions. We will tell the customer about a material delay when reasonably practicable.

Remote, onsite and after-hours services may have different rates or conditions if disclosed before booking. Travel, freight and third-party charges are payable only where included in the quote or approved by the customer.

Customer responsibilities

The customer must take reasonable steps to:

• provide accurate, timely information and tell us about relevant risks, constraints and known faults
• ensure that instructions and approvals come from authorised people
• provide safe and lawful access to premises, systems, accounts, equipment and personnel needed for the work
• hold the licences, permissions and rights needed for software, data and materials supplied to us
• maintain appropriate security controls and use account protections we make available
• follow reasonable operating, security and maintenance instructions, and maintain current, tested backups unless backup or disaster recovery is expressly included in the agreed scope

CSPRO is not responsible for a delay or failure caused by the customer's breach of these responsibilities, but only to the extent the breach caused or contributed to the issue and subject to rights that cannot be excluded.

Access to premises systems and data

The customer authorises CSPRO personnel and approved contractors to access the premises, systems, accounts, devices and data reasonably necessary to perform the agreed work. We will use that access only for authorised service, security, support and compliance purposes.

Physical alterations, including drilling, cutting, mounting equipment or changing cabling, require specific customer approval before they are made. Installation, removal, disassembly or modification of hardware and software must remain within the agreed scope or an approved variation.

The customer should provide individual or temporary access where practicable rather than sharing personal credentials. CSPRO may create a temporary support account or use an approved remote-support tool where needed and will remove or disable temporary access when it is no longer required and this is within our control.

Backups and risk of technical work

Technical work can involve an inherent risk of interruption, incompatibility, corruption or data loss, particularly where equipment or software is already damaged, unsupported or compromised. Before work begins, the customer must maintain a current verified backup where reasonably practicable, unless creating or verifying the backup is expressly included in the service.

CSPRO will take reasonable care when handling systems and data. A customer's backup responsibility does not exclude CSPRO's responsibility for a failure to exercise due care and skill or any other liability that cannot be excluded by law.

Remote support software and licensing

The customer authorises the installation or use of remote-support, diagnostic, security or management tools reasonably required for the agreed service. We will explain any ongoing agent or monitoring function that forms part of a recurring service. The customer may ask about removing a tool when the relevant service ends, subject to security, record-retention and third-party licence requirements.

We may refuse to install or support software where appropriate licensing or authority cannot be demonstrated, where the software appears malicious or unlawful, or where installation would create an unreasonable security or operational risk.

Third party products and services

Hardware, software, cloud, telecommunications and other third-party products may be subject to the provider's licence, acceptable-use, warranty, privacy and support terms. We will identify material third-party dependencies where reasonably practicable. The customer is responsible for complying with provider terms made available to it.

Third-party availability, features and pricing may change outside CSPRO's control. If a material third-party change affects an ongoing service, we will give reasonable notice where practicable and discuss available options. Manufacturer or provider warranties are additional to, and do not replace, any rights under the Australian Consumer Law.

Accounts client portal and mobile app

A user must provide accurate account information, keep login credentials confidential, use multi-factor authentication where available and promptly report suspected unauthorised use. The user is responsible for activity under the account to the extent it results from the user's acts or failure to take reasonable care.

An organisation account may be managed by authorised administrators. Those administrators may add or remove users, control permissions and access organisation-related information. CSPRO may act on administrator instructions where it is reasonable to believe the administrator is authorised.

A user may request account deletion in accordance with the CSPRO Privacy Policy. Account deletion does not cancel an organisation's service agreement, erase records we must lawfully retain or release a customer from accrued payment obligations.

Acceptable use

A user must not use a CSPRO service, website, portal or app to:

• break the law, infringe another person's rights or facilitate fraud, abuse or harassment
• introduce malware, probe or bypass security, disrupt a service or gain unauthorised access
• upload content the user has no right to use or disclose
• send spam or other communications that do not comply with applicable law
• reverse engineer, scrape or automatically access a service except where law permits or we agree, or
• misrepresent identity, authority, affiliation or the source of a communication

Reasonable security testing of a customer-owned environment must be separately authorised in writing and must stay within the agreed rules of engagement.

Customer content and confidentiality

The customer retains ownership of data and material it provides. The customer grants CSPRO a limited permission to host, copy, access, modify and transmit that material only as reasonably needed to provide, secure and support the agreed services, comply with lawful instructions and meet legal obligations.

Each party must protect the other's confidential information using reasonable care and may use it only for the agreement. Confidential information may be disclosed to personnel and advisers who need it and are under appropriate obligations, or where disclosure is authorised or required by law. Information is not confidential if it is lawfully public, already known without restriction, independently developed or lawfully received from another source.

Privacy

CSPRO handles personal information as described in the CSPRO Privacy Policy and any applicable service-specific collection notice or data-processing terms. The customer must have a lawful basis and appropriate authority for personal information it provides or makes accessible to CSPRO.

Intellectual property

Each party retains its pre-existing intellectual property, methods, tools, templates, software, documentation and know-how. Third-party intellectual property remains subject to the applicable provider terms.

After full payment, the customer may use deliverables created specifically for it for its internal business purposes, unless the accepted order grants broader rights. CSPRO may reuse general skills, ideas and know-how that do not disclose the customer's confidential information or personal information. No ownership in CSPRO systems, tools or background intellectual property transfers unless expressly agreed in writing.

Website information and links

Website articles, alerts and general guidance are provided for general information and are not a substitute for advice based on the customer's systems, risks and requirements. We take reasonable care but do not promise that general website content is complete, current or suitable for a particular purpose.

Links to third-party websites are provided for convenience and do not imply endorsement. Third-party sites are controlled by their operators and are subject to their own terms and privacy practices.

Cancellations rescheduling suspension and termination

A customer may cancel or reschedule a booking by giving the notice stated at booking. If no period was stated, the customer should give reasonable notice. The customer may be charged only for work already performed and reasonable, non-recoverable costs or reserved resources caused by the cancellation, where those charges were disclosed and are permitted by law.

CSPRO may suspend affected access or services where reasonably necessary because of a serious security risk, unlawful use, material breach, overdue undisputed payment or a threat to people, systems or other customers. We will give reasonable notice and an opportunity to remedy where practicable. Urgent suspension may occur without prior notice where delay would materially increase the risk. We will limit the suspension to what is reasonably necessary.

Either party may terminate an ongoing service as stated in the relevant service agreement. If no termination provision applies, either party may terminate on reasonable written notice. A party may terminate for an unremedied material breach after giving a reasonable opportunity to remedy, unless the breach cannot be remedied or urgent termination is permitted by law.

On termination, the customer must pay for products supplied, services performed and approved non-cancellable commitments up to the termination date. CSPRO will refund prepaid amounts for services not supplied, less lawful amounts properly due. Any statutory cooling-off or termination right prevails over this section.

Service outcomes and warranties

CSPRO will provide services with due care and skill. Because outcomes can depend on the condition of existing equipment, customer decisions, third-party platforms, compatibility, cyber threats and other factors, we do not promise that every fault can be repaired, every item of data can be recovered or every service will be uninterrupted or error-free unless a specific written service level or outcome has been agreed.

If a diagnostic or minimum charge was disclosed before booking, it may be payable for the diagnosis and work actually performed even where the customer decides not to proceed with the recommended solution. This does not apply to the extent a remedy is required because CSPRO failed to meet a consumer guarantee or other non-excludable obligation.

Australian Consumer Law

Goods and services may come with consumer guarantees under the Australian Consumer Law, including guarantees that services will be provided with due care and skill, be fit for a disclosed purpose and be supplied within a reasonable time where no time is fixed. These guarantees apply automatically when the law says they do and cannot be removed by these terms.

Nothing in these terms is intended to mislead a customer about a right to a repair, replacement, refund, re-supply, compensation or another remedy. The remedy available depends on the circumstances and applicable law.

Where a guarantee applies to services not ordinarily acquired for personal, domestic or household use or consumption, and it is fair and reasonable to do so, CSPRO's liability for failure to comply with the guarantee is limited, at CSPRO's option, to supplying the services again or paying the cost of having them supplied again, as permitted by law. A corresponding lawful limitation may apply to goods. This paragraph does not apply where the law does not allow the limitation.

Liability

Subject to non-excludable rights, each party is responsible for loss to the extent it was caused by that party's breach of the agreement, negligence or unlawful conduct. Neither party is liable for loss that is too remote under applicable law, and each party must take reasonable steps to avoid or reduce loss.

Any specific liability cap or exclusion agreed for a managed service or project is set out in the relevant signed service agreement or accepted order and applies only to the extent it is lawful, transparent, reasonably necessary and fair in the circumstances.

Nothing in these terms limits liability to the extent it cannot lawfully be limited, including liability arising from fraud or deliberate misconduct, or a right or remedy under the Australian Consumer Law that cannot be excluded or restricted.

Claims involving third parties

The customer is responsible for a third-party claim to the extent it results from content, data, instructions or systems supplied by the customer that infringe rights, break the law or exceed the customer's authority. This responsibility is reduced to the extent the claim was caused or increased by CSPRO's breach, negligence or unlawful conduct. CSPRO must give prompt notice of the claim and allow the customer reasonable participation in its defence, subject to CSPRO's legitimate interests and legal obligations.

Events outside reasonable control

Neither party is responsible for delay or failure caused by an event outside its reasonable control, to the extent affected and provided it takes reasonable steps to reduce the impact. The affected party must notify the other where practicable. This section does not excuse payment for products or services already supplied and does not limit rights that cannot be excluded.

Changes to services and these terms

We may improve, replace or discontinue a feature where reasonably necessary for security, reliability, law, provider changes or business operations. For a material adverse change to a paid ongoing service, we will give reasonable notice where practicable and provide any termination or refund right required by the agreement or law.

Updated website terms apply to future orders and future use after their effective date. They do not retrospectively change an existing accepted order or signed service agreement unless both parties agree or the change is required by law. The current version is published at the URL shown above.

Disputes and complaints

A party should first notify the other of a concern and provide enough information to understand the issue and proposed resolution. The parties will try in good faith to resolve the dispute through their authorised representatives. This does not prevent either party from seeking urgent relief, using a statutory complaint process or exercising a right that cannot be delayed or excluded.

General terms

If part of the agreement is invalid or unenforceable, it is read down or severed to the minimum extent necessary, and the rest continues where legally possible. A delay in exercising a right is not a waiver. Rights and obligations that are intended to continue after termination, including confidentiality, payment, intellectual property and accrued rights, continue as necessary.

Electronic notices and approvals may be used where permitted by law. Notices must be sent to the current contact details recorded for the relevant account or agreement. Each party should keep those details current.

The agreement is governed by the laws of New South Wales, Australia, and the parties submit to courts with jurisdiction there, subject to any mandatory law that permits a proceeding or complaint in another place.

Contact CSPRO

Computer Support Professionals Pty Ltd trading as CSPRO
Suite 444, 100 George Street
Parramatta NSW 2150
Australia

Email info@cspro.com.au

Telephone 1300 660 368

Website www.cspro.com.au