Services Agreement
Part A – Services Terms and Conditions
These terms govern the provision of IT managed services by Popa Consultants Pty Ltd. Last Updated: 18 December 2025.
This document should be read together with the relevant Service Sheet or Quote, our General Policies (including the Acceptable Use Policy), and any applicable Service Level Agreement. Where there is inconsistency, the Service Sheet or Quote takes precedence, followed by these Terms, then the General Policies.
Section 1
What Is This Document?
This document sets out the terms and conditions that govern the provision of goods and services by Popa Consultants to the client. Acceptance may be written, oral, electronic, or implied by conduct.
Section 2
What We Will Do for You
The Service Sheet or Quote sets out the specific services we will provide. Unless otherwise stated, the following are not included:
- Excluded Services
- Services provided outside Business Hours
- Supply of parts, devices, or equipment (including Hardware)
- Third-party services, software, licensing, renewals, or upgrades
Section 3
Acceptance of the Service Sheet or Quote
You are deemed to have accepted the Service Sheet or Quote when any of the following occurs:
- You click “I Agree”, “I Accept”, or otherwise indicate electronic consent
- You sign a physical or electronic copy
- You communicate acceptance in writing (including email)
- You act by conduct — such as making payment or requesting delivery of Services
Expiry
We may refuse to accept an expired Service Sheet or Quote.
Additional Work
If you request work outside the agreed scope, we may refuse the work or issue a new Service Sheet or Quote covering the additional work and fees.
Section 4
Term
This Agreement begins on the date the Service Sheet or Quote is accepted. For Managed IT Services, the Initial Term is as stated in the Service Sheet. Services commence on the date specified, or — if not specified — when Onboarding commences, the first recurring invoice issues, or a date we notify you of in writing.
Renewal
After the Initial Term, the Agreement renews automatically for successive 12-month terms unless you provide written notice at least 3 months before the end of the current term. We may refuse renewal if you have breached this Agreement or owe us money. Renewals occur on the same terms unless amended, and fees may increase.
Section 5
Cost of Services
Fees and charges are set out in the Service Sheet or Quote and may be based on number of users, licences, or subscriptions. All fees are exclusive of GST. GST will be added to invoices where applicable. Managed IT Services are invoiced monthly in advance, payable via direct debit.
Fee Increases
Fees may increase by up to 5% per calendar year. Fees will not increase more than once per year, will not increase during the first 12 months of the Initial Term, and will only increase after at least 30 days’ notice.
Section 6
Other Fees and Charges
Additional fees may apply, including disbursements, subscription fees, administrative fees, and travel expenses. Where not included in the Service Sheet or Quote, we will endeavour to notify you in advance.
Section 7
Our Obligations to You
We will provide Services with due care and skill, align Services with industry standards and any applicable Service Level Agreement, and make recommendations where appropriate.
If you fail to implement reasonable recommendations we make, we are not liable for resulting issues or losses and may suspend or terminate the affected Services.
Section 8
Subscriptions
As part of Managed IT Services, we may manage existing software, cloud, or licensing subscriptions. You must provide all necessary credentials and permissions. You remain responsible for all subscription fees and we are not responsible for pre-existing subscription issues.
Section 9
Supply of Hardware
Where Hardware is supplied on credit, you consent to us registering a security interest, must assist with registration and cover associated costs. Certain rights under the PPSA are waived to the extent permitted by law.
Section 10
Your Responsibilities
To receive our services, you agree to the following:
- Pay invoices in full and on time
- Comply with all General Policies including the Acceptable Use Policy
- Report faults promptly
- Provide unrestricted access for Managed IT Services
- Cooperate and provide requested information
- Allow access to premises where required
- Maintain appropriate network and data security
- Ensure participation in Cybersecurity Training
- Comply with reasonable policies and directions
- Not solicit or engage our staff during or after the Agreement
Section 11
Non‑Compliance
If you fail to comply with your obligations:
- Overdue amounts attract interest at 12% per annum, calculated daily
- You are responsible for all recovery and legal costs
- Services may be suspended
- A 14-day notice period applies before termination for breach
Section 12
End of Agreement
The Agreement may end upon completion of Services, expiry of the Term, breach or refusal to implement recommendations, notice, or insolvency.
Upon Termination
All outstanding amounts become immediately payable. Services cease and access is revoked. Data may be deleted. Unpaid Hardware and Project Documentation must be returned unless otherwise agreed.
Section 13
Offboarding
Offboarding is excluded from our Services unless agreed in writing. It will be provided under a separate Quote upon request and must be paid in advance.
Section 14
Intellectual Property
You retain ownership of your data. Project Documentation remains our property but is licensed to you on a non-exclusive basis during the Agreement and must remain confidential.
Section 15
Limitation of Liability
Australian Consumer Law may apply. To the maximum extent permitted by law, our liability is limited and we are not liable for indirect, consequential, or third-party losses.
Section 16
Cybersecurity
We implement reasonable security measures; however, absolute security cannot be guaranteed. Recovery of Impacted Data is excluded unless specified. You must follow security recommendations and maintain appropriate insurance.
Section 17
Other Terms
This Agreement:
- Constitutes the entire understanding between the parties
- Allows invalid clauses to be severed without affecting the remainder
- May not be assigned without consent
- May be updated with notice
- Is governed by the laws of New South Wales
Section 18
Definitions
Key defined terms used throughout this Agreement:
- Acceptable Use Policy — our published usage guidelines
- Business Hours — standard operating hours as notified
- Cybersecurity Training — mandatory security awareness program
- Excluded Services — services expressly outside scope
- Hardware — physical devices and equipment
- Managed IT Services — ongoing IT support and management
- Offboarding / Onboarding — transition processes in and out of our services
- Project Documentation — all materials we produce
- Quote / Service Sheet — the document setting out fees and scope of services
Terms and Conditions of Sale
Part B – Terms and Conditions of Sale
The following terms apply to the supply and sale of goods and products by Popa Consultants Pty Ltd, separate from the ongoing Managed IT Services covered in Part A.
Section 1
Formation of Contract
All goods and services are supplied subject to these Terms. No contract exists until accepted by Popa Consultants, which may occur by written or oral acceptance, shipment or delivery of goods or services, or issuing of an invoice.
Section 2
Orders and Credit Approval
Orders are not binding until accepted by us. All sales are subject to satisfactory credit approval. You authorise us to obtain credit reports where credit is provided.
Section 3
Pricing and Payment
Prices are as stated in the Quotation or current at the date of delivery. Invoices are payable no later than 30 days unless otherwise stated. A minimum invoice value of $55 applies. All prices are exclusive of GST and applicable taxes. You are responsible for all debt recovery and legal costs.
Section 4
Risk and Title
Risk passes upon delivery to you or your agent. Title does not pass until payment is received in full. Goods must be stored separately and identifiable as our property until paid.
Section 5
Warranty and Returns
Goods are warranted to be free from defects at delivery. Returns must be authorised in advance and returned unused, insured, and prepaid. Manufacturer warranties apply to hardware and software. Labour is warranted for three (3) months unless covered by a maintenance agreement.
Section 6
Maintenance and Support
Maintenance services are subject to separate service terms. Failure to upgrade software may result in support being withdrawn.
Section 7
Intellectual Property
You retain IP in materials you provide. We grant a non-exclusive licence to use Popa Consultants materials for your business purposes.
Section 8
Force Majeure
We are not liable for delays or failures caused by events beyond our control. Payment remains due for work already completed.
Section 9
Installation
Installation pricing assumes site readiness. Additional charges may apply where this is not the case.
Section 10
Governing Law
These Terms and Conditions of Sale are governed by the laws of Victoria, Australia. Parties submit to the jurisdiction of Victorian courts.
