Terms and Conditions

1. Application of These Terms

1.1  These Terms apply when a Client accepts a quote or Statement of Work (SOW), purchases a Product, instructs Toknet to begin work, or otherwise agrees to them in writing.

1.2  A signed or accepted SOW may add to or vary these Terms. If there is an inconsistency, the SOW takes priority for that engagement.

2. Services, Scope and Changes

2.1  Toknet will provide the Services and Deliverables described in the applicable SOW with due care and skill.

2.2  Any material change to scope, timing, fees or Deliverables must be agreed in writing. Work outside the agreed scope may be charged separately.

3. Client Responsibilities

3.1  The Client must provide timely and accurate information, decisions, access, licences and assistance reasonably needed for the engagement.

3.2  The Client is responsible for its systems, data, backups, third-party licences and lawful use of the Services and Deliverables. Client delays or changes may affect delivery dates and fees.

3.3  Unless otherwise agreed in writing, the Client must review Deliverables promptly and notify Toknet of any material issue within 10 business days.

4. Intellectual Property and Licence

4.1  Subject to payment of the applicable fees, Toknet grants the Client a limited, non-exclusive, non-transferable licence to use paid Deliverables and Products for the Client's internal business purposes.

4.2  The Client must not resell, sublicense, reverse-engineer or redistribute a Deliverable or Product without Toknet's prior written consent.

4.3  Toknet retains ownership of its pre-existing and reusable code, methods, templates, tools and materials (“Toknet IP”). The Client retains ownership of material it supplies. Third-party and open-source components remain subject to their own licence terms.

4.4  Any different ownership or licence arrangement must be agreed in writing in the applicable SOW.

5. Privacy and Client Data

5.1  Each party must comply with applicable privacy laws. Toknet will handle personal information in accordance with its Privacy Policy.

5.2  Toknet will access Client systems and data only as reasonably necessary to provide the Services. The Client is responsible for ensuring it is authorised to provide that access and data.

5.3  Toknet will not sell Client data. It may share data with approved subcontractors or service providers where reasonably necessary to perform the Services, subject to appropriate confidentiality obligations, or where required by law.

6. Confidentiality

6.1  Each party must protect the other party's non-public business, technical and financial information and use it only for the engagement.

6.2  This obligation does not apply to information that is public through no breach, was already lawfully known, is independently developed, or must be disclosed by law.

6.3  These obligations continue for 2 years after an engagement ends, or for another period agreed in writing. Trade secrets remain confidential for as long as they remain trade secrets.

7. Security and Access

7.1  Toknet will take reasonable steps to protect credentials and Client data in its control. Each party must promptly notify the other of a suspected security incident relevant to the engagement.

7.2  When access is no longer required, Toknet will return, delete or securely dispose of Client data and access credentials under its control, subject to legal record-keeping obligations and any written agreement between the parties.

8. Service Levels and Subcontractors

8.1  No formal service level, response time or uptime commitment applies unless stated in a signed SOW.

8.2  Toknet may use suitably qualified subcontractors to assist with the Services and remains responsible for ensuring they comply with applicable confidentiality and privacy obligations.

9. Warranties and Australian Consumer Law

9.1  Toknet warrants that it has authority to enter into these Terms and will perform the Services with due care and skill.

9.2  Except as stated in these Terms or required by law, Toknet does not guarantee uninterrupted or error-free operation, or compatibility with every third-party product or future software change.

9.3  Nothing in these Terms excludes, restricts or modifies a right, guarantee or remedy that cannot lawfully be excluded, including under the Australian Consumer Law.

10. Indemnities

10.1  The Client indemnifies Toknet against third-party claims and direct losses to the extent caused by the Client's unlawful conduct, negligence, material breach of these Terms or unauthorised misuse of the Services or Deliverables.

10.2  Toknet indemnifies the Client against a third-party claim that an unmodified Deliverable created by Toknet infringes that party's intellectual property rights. This does not apply where a claim results from Client material, modifications, misuse or combination with items not supplied by Toknet.

10.3  A party seeking indemnity must promptly notify the other party and provide reasonable control and assistance in defending the claim.

11. Limitation of Liability

11.1  To the maximum extent permitted by law, Toknet's total liability arising from an engagement or Product is limited to the fees paid for that engagement or Product in the 6 months before the event giving rise to the claim, or another amount agreed in writing.

11.2  Neither party is liable for indirect or consequential loss, loss of profit, loss of opportunity or loss of data, except to the extent such liability cannot lawfully be excluded.

11.3  The limitations in this clause do not apply to fraud, wilful misconduct, breach of confidentiality, infringement of intellectual property rights, or liability that cannot be limited by law.

12. Pricing and Payment

12.1  Fees are set out in the accepted quote, SOW or Product listing and may be a fixed fee, deposit, hourly rate or day rate.

12.2  Fees exclude GST unless stated otherwise. Invoices are payable within 14 days, or as otherwise agreed in writing.

12.3  The Client must raise a genuine invoice dispute promptly and pay any undisputed amount on time. Toknet may charge reasonable interest on overdue amounts and suspend work after giving written notice.

13. Term and Termination

13.1  An engagement continues until the Services are completed or ended under these Terms.

13.2  Either party may terminate for convenience on 14 days' written notice, or as otherwise agreed in writing.

13.3  Either party may terminate immediately if the other party commits a material breach and does not remedy it within 10 business days after written notice, becomes insolvent, or poses a material security or legal risk.

13.4  On termination, the Client must pay for Services performed, approved expenses and non-cancellable commitments up to the termination date. Rights relating to paid Deliverables, confidentiality, liability and accrued obligations survive termination.

14. Events Outside Reasonable Control

14.1  Neither party is responsible for delay caused by events outside its reasonable control. The affected party must notify the other and take reasonable steps to minimise the delay.

15. Disputes

15.1  Before starting court proceedings, the parties must try in good faith to resolve a dispute through discussion between authorised representatives. Either party may seek urgent injunctive relief where necessary.

16. General

• Toknet is an independent contractor, not an employee, partner or agent of the Client.
• Neither party may assign an engagement without the other party's written consent, which must not be unreasonably withheld.
• If a provision is unenforceable, the remaining provisions continue. A failure to enforce a provision is not a waiver.
• Notices must be sent to the contact details most recently provided in writing.
• These Terms are governed by the laws of New South Wales, Australia, and the parties submit to the non-exclusive jurisdiction of its courts.

17. Definitions

• Client — the person or organisation engaging Toknet or purchasing a Product.
• Deliverables — the outputs Toknet provides under an engagement.
• Product — a template, tool, web part or other item sold separately from Services.
• Services — consulting, development, implementation or support work performed by Toknet.
• SOW — an accepted Statement of Work, quote or proposal describing scope, fees and timing.
• Toknet — the business supplying the Services and Products, ABN 56 986 215 787.