Terms and Conditions

1.1 “Tech Seek” means Tech Seek Pty Ltd (ACN 626 305 235) as trustee for the Strati Trust (ABN 83 887 547 514), trading as Tech Seek, and its successors and permitted assigns.

1.2 “Client” means the person or entity receiving Services, and if more than one, each jointly and severally.

1.3 “Services” means all support, managed services, projects, hardware, software, subscriptions, and other goods or services supplied by Tech Seek to the Client.

1.4 “Membership Agreement” means the Total Care Membership Agreement signed by the Client, including the plan and any additional services selected in it.

1.5 “Membership” means the Total Care Membership plan set out in the Client’s Membership Agreement.

1.6 “Fees” means the amounts payable by the Client for the Services, as set out in the Membership Agreement, a quote, or an invoice.

1.7 “Business Hours” has the meaning given in clause 4.

2.1 The Client accepts these Terms when they sign a Membership Agreement, place an order, or accept delivery of any Services.

2.2 If there is any inconsistency between these Terms and a Membership Agreement, the Membership Agreement prevails to the extent of the inconsistency. Otherwise, these Terms prevail over any other inconsistent document unless expressly agreed otherwise in writing.

2.3 Tech Seek does not warrant that it will be able to diagnose or resolve every issue with a Client’s systems. Where Tech Seek supplies goods (such as hardware), those goods are warranted free from defect for seven (7) days from delivery, unless the defect results from the Client’s act or omission. This clause is subject to clause 19.1.

2.4 The Client agrees Tech Seek may use the Client’s contact details for marketing and promotion of Tech Seek’s Services, unless the Client opts out in writing.

2.5 The Client must give Tech Seek at least fourteen (14) days’ written notice of any change of ownership, business structure, or contact details, and is liable for any reasonable loss Tech Seek incurs as a result of a failure to do so.

3.1 A Total Care Membership includes unlimited remote support during Business Hours, proactive monitoring and maintenance, Microsoft 365 management, endpoint protection, vendor liaison, general system optimisation, and a monthly allowance of hands-on hours, as further described in the Membership Agreement.

3.2 Each Membership plan includes a defined number of staff and, for Core plans, a defined number of computers, as set out in the Membership Agreement.

3.3 Growth, Business and Enterprise plans also include Microsoft 365 security and Microsoft 365 backup, as described in the Membership Agreement. These are available to Core plans as add-ons.

3.4 Hands-on hours may be used on-site (subject to the travel charges in clause 8.1) or as remote project time. For Clients located interstate, hands-on hours are delivered as remote project time. Unused hands-on hours do not roll over to the following month.

3.5 Response targets set out in the Membership Agreement are service goals, not guaranteed resolution times.

4.1 Business Hours are 9am–5pm Monday to Friday (Melbourne time), excluding Victorian public holidays. Coverage is limited during the Christmas/New Year period, as advised by Tech Seek each year.

4.2 Requests received outside Business Hours are logged and triaged, and actioned on the next business day.

5.1 “Unlimited” remote support refers to reasonable, business-as-usual support and is subject to this fair use policy. Tech Seek may, acting reasonably, treat excessive, disproportionate, or unreasonable requests as falling outside the Membership and quote separately for that work.

5.2 Tech Seek may discontinue or limit Services if, in its reasonable opinion, the Client’s systems do not meet minimum technical requirements, or the Client’s requirements are unusual or unreasonable. Where Services are discontinued on this basis, the Client remains liable only for Services delivered up to that point.

6.1 Membership Fees do not include projects, migrations, office or site relocations, or software development work beyond the Client’s included hands-on hours, unless agreed in writing. This work is charged under clause 8.2 or quoted separately.

6.2 After-hours support is not included. Planned after-hours work can be scheduled by arrangement at the after-hours rate in clause 8.3.

6.3 Where a security incident occurs, Tech Seek will assist with containment as part of the Client’s Membership. Tech Seek does not perform forensic investigations, and the Client is responsible for any legal or regulatory breach-reporting obligations that apply to its business.

7.1 Total Care Membership is billed monthly in advance on a recurring subscription basis, by Ezidebit direct debit on the 28th of each month.

7.2 Where a Membership starts on a date other than the 28th, the period from the start date to the following 27th is invoiced separately on a pro-rata daily basis.

7.3 The Client authorises Tech Seek to increase or decrease the monthly subscription amount where Services, licences, or add-ons are added, removed, or adjusted at the Client’s request or with the Client’s approval, including additional Microsoft 365 licences, backup services, security or monitoring services, VoIP or telephony services, additional staff, computers, mobile devices or servers, or storage. Adjusted charges will be processed via the Client’s existing Ezidebit direct debit and reflected in the next billing cycle.

7.4 If a scheduled debit fails or is dishonoured, a failed payment fee of $21.90 applies, together with any fees charged by the Client’s financial institution. A card payment that is charged back incurs a chargeback fee of $44.

7.5 Unless otherwise stated, all Fees include GST.

7.6 Tech Seek may change its Fees by giving the Client at least thirty (30) days’ written notice. As there is no minimum term, the Client may cancel before any change takes effect.

8.1 No travel charge applies to on-site support within 20km of Tech Seek’s Tullamarine office. Beyond 20km, travel is charged at $1.20 per kilometre for the distance beyond 20km, each way.

8.2 On-site support and project work beyond the Client’s included hands-on hours is charged at $170 per hour during Business Hours for all plans, with a minimum charge of one (1) hour, billed thereafter in 15-minute increments.

8.3 Planned after-hours work, scheduled by arrangement, is charged at $255 per hour.

8.4 For Clients located interstate, Services are delivered remotely and Tech Seek does not attend on-site. Where work requires physical attendance, Tech Seek may supply pre-configured replacement equipment, arrange service under the manufacturer’s on-site warranty, or coordinate with a local provider engaged directly by the Client, at the Client’s cost.

9.1 Where the Client exceeds the staff included in its plan, the Client may add additional staff at $55 per staff member per month, or upgrade to a higher plan tier.

9.2 Additional computers (extra computers on Core plans, or shared computers on any plan) are $40 per computer per month. Mobile Device Management for company phones and tablets is $8 per device per month. Servers and server backup are quoted separately.

9.3 These charges are added to the Client’s monthly subscription and adjusted as usage changes.

9.4 Where website hosting is included as part of a Membership, hosting is limited to one (1) WordPress website, for service-based businesses only (eCommerce is not supported), with 2GB of included storage. Additional storage may be purchased at $5 per GB per month, or the Client may upgrade to a higher plan where applicable.

10.1 Where Tech Seek sells, supplies, or builds hardware or equipment for the Client (“Goods”), delivery occurs when Tech Seek or its nominated carrier delivers the Goods to the Client’s nominated address, or when the Goods are made available for collection, even if the Client is not present.

10.2 Any delivery date given by Tech Seek is an estimate only, and Tech Seek is not liable for loss or damage arising from a delay in delivery.

10.3 Risk of loss or damage to the Goods passes to the Client on delivery, and the Client must insure the Goods from that point.

10.4 It is the Client’s responsibility to back up data and remove any removable media before returning Goods for repair, servicing, or replacement. Tech Seek is not liable for loss or corruption of data arising from repairs or servicing performed on the Goods, subject to clause 19.1.

11.1 Ownership of the Goods does not pass to the Client until Tech Seek has received payment in full for those Goods, despite delivery having occurred and risk having passed under clause 10.

11.2 Until ownership passes, the Client must store the Goods so they remain identifiable as Tech Seek’s property, must not sell, charge, or dispose of the Goods other than in the ordinary course of business, and must return the Goods to Tech Seek on request.

11.3 On reasonable notice and during business hours, the Client authorises Tech Seek to enter premises where the Goods are reasonably believed to be kept, to recover possession of Goods in which Tech Seek retains ownership.

11.4 Where the Client has left Goods with Tech Seek for repair, modification, or other service and payment has not been received, Tech Seek has a lien over those Goods and may retain or sell them, in accordance with any law governing the disposal of uncollected goods, until all money owing is paid.

12.1 The Client acknowledges that these Terms constitute a security agreement for the purposes of the Personal Property Securities Act 2009 (Cth) (“PPSA”), creating a security interest in all Goods previously supplied, and to be supplied in future, by Tech Seek to the Client, to secure payment of all amounts owing for those Goods.

12.2 The Client agrees to promptly sign any documents and provide any information Tech Seek reasonably requires to register and maintain a financing statement on the Personal Property Securities Register, and to reimburse Tech Seek’s reasonable costs of doing so.

12.3 To the extent permitted by law, the Client waives its right to receive notices under, and its rights as grantor or debtor under, the PPSA, including sections 95, 118, 121(4), 130, 132(3)(d), 132(4), 142, 143 and 157, and agrees that sections 96, 115 and 125 of the PPSA do not apply to this security agreement.

13.1 Fees are payable as set out in the Membership Agreement or on the applicable invoice. Membership Fees are paid by Ezidebit direct debit. Other invoices may be paid by any method set out on the invoice.

13.2 Interest accrues on overdue amounts from the due date until paid, at the rate fixed under the Penalty Interest Rates Act 1983 (Vic).

13.3 If the Client owes Tech Seek any overdue amount, the Client indemnifies Tech Seek for all reasonable costs and disbursements (including legal costs) incurred in recovering that debt.

13.4 If the Client fails to pay an overdue amount or materially breaches these Terms, Tech Seek may suspend or terminate the Services after giving the Client at least seven (7) days’ written notice to remedy the breach. This does not limit clause 14.2.

13.5 If the Client disputes part of an invoice, the Client must notify Tech Seek in writing and pay the undisputed portion by the due date.

14.1 The Client must provide Tech Seek with safe access to relevant premises, a safe working environment, relevant system passwords, electrical power, and internet connectivity where required, and must cooperate in implementing critical security controls recommended by Tech Seek.

14.2 Tech Seek may terminate Services immediately if the Client fails to provide a safe working environment, including in cases of verbal or physical intimidation, harassment, or bullying towards Tech Seek staff.

15.1 Backups reduce, but do not eliminate, the risk of data loss. Microsoft 365 backup is included in Growth, Business and Enterprise plans and available as an add-on for Core plans. The Client is responsible for backing up any data that is not covered by a backup service supplied by Tech Seek.

15.2 Subject to clause 19.1, Tech Seek is not liable for loss or corruption of data or files arising from servicing, repairs, or support.

16.1 Tech Seek is not responsible for outages, failures, or changes in third-party services (including internet, cloud, telephony, or vendor platforms) that are outside its control.

16.2 Tech Seek does not subcontract or outsource its Services. All Tech Seek technicians are Tech Seek’s own in-house employees, and Tech Seek does not use offshore technicians. Tech Seek uses specialist third-party platforms and service providers (such as security, backup, monitoring and licensing providers) to deliver the Services.

16.3 Tech Seek may not assign its rights and obligations under these Terms without the Client’s consent, which must not be unreasonably withheld, except to a purchaser of Tech Seek’s business on written notice to the Client.

16.4 Where a Membership includes third-party vendor licences purchased on a fixed-term commitment at the Client’s request, those licence commitments remain payable by the Client until their expiry, even where the Membership has ended.

17.1 Where Tech Seek designs, develops, or documents any solution for the Client, copyright in that material remains the property of Tech Seek, subject to the licence in clause 17.4.

17.2 Where Tech Seek supplies software and documentation, Tech Seek retains ownership and grants the Client a licence to use it. Third-party software must be used strictly in accordance with the licence under which it is supplied.

17.3 The Client warrants that any material it provides to Tech Seek does not infringe any third party’s intellectual property rights, and indemnifies Tech Seek against any claim arising from such infringement.

17.4 Tech Seek grants the Client a perpetual licence to use any documentation of the Client’s own systems for the purpose of operating and supporting those systems, including after the Membership ends.

18.1 The Client must inspect Goods on delivery and notify Tech Seek in writing within seven (7) days of any evident defect, damage, or shortage. Any other defect must be notified as soon as reasonably possible after it becomes evident, and the Client must allow Tech Seek to inspect the Goods.

18.2 Where the Client is not a consumer within the meaning of the Competition and Consumer Act 2010 (Cth) (“CCA”), Tech Seek’s liability for a defect in the Goods is limited, at Tech Seek’s option, to replacing the Goods, repairing the Goods, or refunding the price paid for the Goods.

18.3 Returns are accepted only where the Client has complied with clause 18.1, Tech Seek agrees the Goods are defective, and the Goods are returned within a reasonable time and in as close to their original condition as possible.

18.4 Tech Seek is not liable for any defect arising from fair wear and tear, misuse, failure to follow instructions, or continued use of Goods after a defect became apparent.

19.1 Nothing in these Terms excludes, restricts, or modifies any guarantee, warranty, or right implied by the CCA or other applicable law that cannot lawfully be excluded (“Non-Excluded Guarantees”).

19.2 To the extent permitted by law and subject to the Non-Excluded Guarantees and clause 18, Tech Seek’s total liability arising out of or in connection with the Services is limited to an amount equal to three (3) months’ Membership Fees (or, for one-off Goods or project work, the price paid for that work), and Tech Seek is not liable for any indirect or consequential loss (including loss of profits).

19.3 Where Tech Seek provides advice or recommendations that are not acted on by the Client, Tech Seek is not liable for any resulting loss or damage.

20.1 Tech Seek handles personal information in accordance with the Privacy Act 1988 (Cth). The Client agrees Tech Seek may, where relevant to assessing creditworthiness or recovering overdue payment, obtain and exchange information about the Client with credit reporting agencies and other credit providers in accordance with that Act.

21.1 Either party may cancel a Total Care Membership by giving thirty (30) days’ written notice. There is no lock-in contract or minimum term.

21.2 Vendor licence commitments referred to in clause 16.4 remain payable until their expiry, regardless of cancellation.

21.3 On cancellation, Tech Seek will hand over all of the Client’s passwords, administrator credentials and documentation held by Tech Seek. Tech Seek will remove its own access to the Client’s systems, keep a secure, encrypted copy of the Client’s credentials for 90 days to assist with the transition, and then delete it. Tech Seek recommends the Client changes its passwords once the handover is complete.

21.4 Where the Client cancels an order for Goods or a project before it is delivered or completed, the Client is liable for the reasonable costs Tech Seek has incurred, and any deposit paid may be applied to those costs.

22.1 A failure by Tech Seek to enforce any provision of these Terms is not a waiver of that provision. If any provision is invalid or unenforceable, the remainder of these Terms continues in full force.

22.2 These Terms are governed by the laws of Victoria, Australia, and the parties submit to the jurisdiction of the courts of Victoria.

22.3 Neither party is liable for any delay or failure to perform caused by events beyond its reasonable control, including act of God, war, industrial action, fire, flood, or storm.

22.4 The Client consents to receiving communications, invoices, and Membership Agreements from Tech Seek electronically, and agrees that signing or accepting an agreement electronically (including by electronic signature, reply email, ticking a box, or submitting an online form) satisfies any requirement for that agreement to be in writing and signed.

22.5 The Client warrants it has the authority to enter into these Terms, is not insolvent, and that these Terms create binding legal obligations on it.

22.6 Tech Seek may update these Terms by giving the Client at least thirty (30) days’ written notice. If the Client does not agree to the change, the Client may cancel its Membership before the change takes effect, without penalty.

Tech Seek Pty Ltd (ACN 626 305 235) as trustee for the Strati Trust (ABN 83 887 547 514), trading as Tech Seek

10/7-9 Mallett Rd, Tullamarine VIC 3043 · 1300 711 841 · techseek.com.au