BarWeb Terms of Service

1. Agreement

1.1 Parties
These Terms of Service apply to services supplied by BarWeb Pty Ltd, ABN 49 146 386 058, referred to as BarWeb, we, us or our. The person or organisation applying for, purchasing or using the services is referred to as you, your or the Customer.

1.2 Acceptance
You accept these Terms when you:
a) sign or submit an application, proposal, order form or service agreement referring to these Terms;
b) approve a quotation or service order;
c) click to accept these Terms electronically;
d) pay an invoice for the services; or
e) continue to use the services after receiving reasonable notice that these Terms apply.

1.3 Contract documents
Your agreement with BarWeb consists of:
a) any signed service agreement, proposal, quotation, order form or statement of work;
b) these Terms;
c) our Privacy Policy;
d) any applicable acceptable use policy, direct debit authority or service-specific terms; and
e) where relevant, the applicable terms of a third-party provider.
If there is an inconsistency, a signed service agreement or statement of work will prevail over these Terms to the extent of the inconsistency.

1.4 Scope
These Terms may apply to internet, telecommunications, Microsoft 365, managed IT, cloud, email, domain, website, cybersecurity, backup, hardware, software, support, migration and professional services supplied by BarWeb. Only the services described in an accepted proposal, quotation, order form, application or service agreement are included.

1.5 Changes to these Terms
We may update these Terms to reflect changes in law, technology, security requirements, supplier arrangements or our services. We will provide reasonable notice of a material change. A change will not apply retrospectively. If a material change substantially disadvantages you, you may notify us before the change takes effect and cancel the materially affected service without an additional cancellation fee, subject to any unavoidable third-party commitment that was clearly disclosed when you ordered the service.

2. Applications and Service Orders

2.1 Information supplied by you
You warrant that information provided to us is accurate, current and complete and that you are authorised to enter into the agreement. You must promptly advise us if your contact, billing, authorised representative, service location or other relevant information changes.

2.2 Reliance on information
We may rely on the information and instructions you provide. If incorrect, incomplete or misleading information causes additional work, delay or third-party charges, you must pay the reasonable resulting costs after we explain them to you.

2.3 Refusing an application
We may reasonably refuse an application where:
a) the requested service is not technically or commercially available;
b) the application is incomplete or contains inaccurate information;
c) you do not provide information reasonably required to establish or secure the service;
d) a service provider or carrier does not approve the order;
e) we reasonably consider that supplying the service would create an unacceptable legal, credit, security or operational risk; or
f) you owe overdue amounts under another BarWeb service.
Where reasonably practicable, we will explain the reason for refusing the application.

2.4 Authority
You must nominate people authorised to give BarWeb instructions. We may rely on instructions that reasonably appear to come from you, an authorised contact or an authorised user. For sensitive requests, including password resets, mailbox access, forwarding, delegation, data exports, account recovery, permission changes or deletion, we may require additional identity verification or written authorisation.

2.5 Provisioning and activation
Any quoted provisioning, migration, delivery or activation date is an estimate unless we expressly agree in writing that it is a guaranteed date. We are not responsible for a delay caused by a carrier, Microsoft, another supplier, incomplete customer information, unavailable access, legacy systems, unexpected technical conditions or circumstances outside our reasonable control. We will keep you reasonably informed of a material delay.

3. Services and Support

3.1 Standard of service
We will provide the services with due care and skill and in accordance with the agreed service description. Nothing in these Terms excludes a statutory guarantee, right or remedy that cannot lawfully be excluded.

3.2 Service scope
The included features, users, devices, locations, support hours, response targets and service limitations will be set out in the applicable proposal, order form, service agreement or plan description. A response target is not a guarantee that an incident will be resolved within that period unless expressly described as a service level with a stated remedy.

3.3 Additional work
Work outside the agreed service scope may be charged at our then-current rates. Where practicable, we will identify material out-of-scope work and obtain approval before proceeding. Prior approval may not be practicable where urgent action is reasonably required to contain a security incident, prevent material loss or restore a critical service.

3.4 Remote and onsite access
You authorise BarWeb to access relevant systems, accounts, devices and premises to the extent reasonably necessary to provide an authorised service. You must provide safe and timely access, appropriate facilities, current credentials where required, and reasonable cooperation.

3.5 Maintenance and emergency work
We or a third-party provider may perform planned or emergency maintenance. Where reasonably practicable, we will give notice of maintenance expected to materially interrupt a BarWeb-managed service. Advance notice may not be possible for emergency security or restoration work.

3.6 Customer dependencies
Our ability to provide the services may depend on you:
a) providing accurate information and prompt decisions;
b) ensuring users are reasonably available;
c) maintaining supported equipment and software;
d) following reasonable security and technical instructions;
e) providing necessary access; and
f) maintaining services or licences identified as customer dependencies.
We are not responsible for delay or failure to the extent caused by your failure to meet these dependencies.

4. Acceptable Use

4.1 Lawful use
You must use the services lawfully, responsibly and in a manner that does not materially interfere with other customers, networks or systems.

4.2 Prohibited use
You must not knowingly use or permit the services to be used to:
a) commit, facilitate or promote unlawful activity;
b) infringe another person’s intellectual property, privacy or other legal rights;
c) distribute malware, ransomware, malicious code, unsolicited bulk messages or fraudulent communications;
d) gain or attempt to gain unauthorised access to an account, system, device or network;
e) disrupt or degrade a service, network or system;
f) impersonate another person or misrepresent authority;
g) circumvent security, usage or licensing controls;
h) distribute or resell a service without our written permission; or
i) expose BarWeb, a supplier or another customer to material legal, security or reputational harm.

4.3 Users
You are responsible for ensuring that people using services through your account comply with these Terms. You should promptly remove or request removal of access for any person who is no longer authorised.

4.4 Unusual or excessive activity
If we identify activity that creates a material security, legal, network or service risk, we may take proportionate steps to protect affected systems. These may include contacting you, restricting the affected function, blocking malicious traffic, resetting credentials or temporarily suspending an affected account. Where practicable, we will notify you before taking action and give you an opportunity to address the issue. We may act immediately where delay would materially increase the risk.

5. Personal Information and Privacy

5.1 Personal information
In providing the services, we may collect and handle personal information relating to you, your personnel, authorised users, clients, suppliers and representatives.

5.2 Privacy Policy
We will handle personal information in accordance with our Privacy Policy and applicable privacy laws. Our Privacy Policy explains the information we collect, why we collect it, how it is used and disclosed, how it is protected, and how an individual may request access to or correction of personal information.

5.3 Permitted purposes
You authorise us to collect, use and disclose information where reasonably necessary to:
a) assess and process an application;
b) supply, administer, secure, support and bill for the services;
c) verify identities and instructions;
d) communicate service and security information;
e) prevent or investigate fraud, misuse and security incidents;
f) recover overdue amounts;
g) engage suppliers and professional advisers;
h) comply with legal obligations; and
i) improve our services using aggregated or appropriately de-identified information.

5.4 Information about other people
If you provide personal information about another person, you warrant that you are authorised to provide it and that BarWeb may handle it for the purposes of providing the services.

5.5 Disclosure
We may disclose relevant information to:
a) Microsoft, carriers, distributors, cloud providers, security vendors, backup providers and other suppliers involved in the services;
b) employees and contractors who require access to provide the services;
c) accountants, auditors, insurers, legal advisers and debt recovery providers;
d) credit providers or credit reporting bodies where permitted by law and applicable to your account;
e) regulators, courts and law enforcement authorities where required or authorised by law; and
f) a purchaser or adviser involved in a proposed restructure or sale of our business, subject to appropriate confidentiality arrangements.

5.6 Privacy responsibilities
Each party is responsible for complying with the privacy laws that apply to its own activities. You remain responsible for determining whether your collection, use and storage of information through the services is lawful and appropriate, including providing required notices and obtaining required consents. The Notifiable Data Breaches scheme requires organisations covered by the Privacy Act 1988 to notify affected individuals and the OAIC when a data breach is likely to result in serious harm.

6. Confidentiality

6.1 Mutual obligation
Each party must protect confidential information received from the other party and must not use or disclose it except:
a) to perform or receive the services;
b) with the other party’s authorisation;
c) to professional advisers, personnel, contractors or suppliers who need the information and are subject to confidentiality obligations;
d) to investigate or respond to a security incident;
e) to establish or defend a legal claim; or
f) where required or authorised by law.

6.2 Reasonable safeguards
Each party must take reasonable steps to protect the other party’s confidential information against unauthorised access, use and disclosure.

6.3 Exclusions
Confidential information does not include information that the receiving party can demonstrate:
a) is lawfully public other than through a breach of confidentiality;
b) was already lawfully known without a confidentiality restriction;
c) was independently developed without using the other party’s confidential information; or
d) was lawfully received from a third party without a confidentiality restriction.

6.4 Legal and professional privilege
BarWeb recognises that customers in the legal sector may hold confidential or legally privileged information. BarWeb will not intentionally access customer content merely because administrative access is technically available. Access will be limited to authorised service, support, security, migration, investigation, recovery and administrative purposes. You remain responsible for determining whether particular information may be supplied to or processed through a service, and for meeting your professional, court, client, confidentiality and privilege obligations.

6.5 Continuing obligation
This section continues after the services end.

7. Microsoft 365 and Microsoft Cloud Services

7.1 Application
This section applies where BarWeb supplies, resells, provisions, migrates, administers, secures or supports Microsoft 365 or another Microsoft cloud service.

7.2 Roles
Microsoft operates the underlying Microsoft cloud platform. BarWeb acts as licensing provider, reseller, administrator, migration provider, security provider or support provider only to the extent stated in the relevant service description. Unless expressly agreed otherwise, BarWeb does not host Microsoft 365 mailbox, OneDrive, SharePoint, Teams or Copilot customer content on BarWeb-owned infrastructure.

7.3 Microsoft terms
Your use of Microsoft products is subject to the Microsoft terms applicable to the way in which the subscription was acquired. These may include the Microsoft Customer Agreement or another licensing agreement, Microsoft Product Terms, the Microsoft Products and Services Data Protection Addendum, Privacy and Security Terms, and applicable Service Level Agreements. Microsoft states that its Product Terms contain the applicable conditions for software and online services under its commercial licensing programs, its DPA defines data processing and security terms, and its online-services SLA describes uptime and connectivity commitments. The applicable Microsoft terms are available through the Microsoft licensing documents portal.

7.4 Customer data
As between you and BarWeb, you retain ownership of your emails, documents, files, messages, records and other customer content. BarWeb does not acquire ownership of customer data by licensing, administering, migrating, securing or supporting the service.

7.5 Microsoft tenant structure
A Microsoft 365 tenant may contain multiple users, domains, groups, applications and shared resources. Being within the same tenant does not, by itself, authorise one user to access another user’s private mailbox or files. Access depends on configured permissions, delegation, sharing, group membership, application permissions and administrative rights. You are responsible for approving and reviewing your users, delegates, shared resources, application access and external sharing arrangements.

7.6 Administrative access
You acknowledge that BarWeb may require administrative permissions within a Microsoft 365 tenant to provide the agreed services. Depending on the agreed scope and permissions, administrative functions may include:
a) creating, modifying, securing, suspending, restoring and removing accounts;
b) assigning licences;
c) managing domains, mailboxes, groups, Teams, OneDrive, SharePoint and applications;
d) configuring authentication, security, retention, sharing and access settings;
e) reviewing logs and security alerts;
f) undertaking migration, support, investigation, recovery and maintenance work; and
g) accessing customer content where reasonably necessary, authorised and technically permitted for a legitimate task.

7.7 Administrative safeguards
Where reasonably practicable and included within the selected service, BarWeb will use measures such as:
a) role-based and least-privilege access;
b) separate administrative accounts;
c) multi-factor authentication;
d) access and audit logging; and
e) periodic review of BarWeb administrative access.
Administrative rights will not be used to inspect customer content for unrelated purposes.

7.8 Customer instructions
We may provide access or make configuration changes in response to verified instructions from an authorised customer contact. You must promptly advise us when an authorised person leaves or no longer has authority.

7.9 Licensing
Microsoft licensing requirements, product inclusions and prices may change. You must maintain sufficient and appropriate licences for all users, devices and services. We may correct an under-licensed configuration after notifying you. Where a Microsoft subscription carries a monthly, annual or other minimum commitment, cancellation and reduction rights may be limited by Microsoft’s rules. We will disclose known commitment terms before accepting an order.

7.10 Microsoft service changes
Microsoft may modify, replace, discontinue or change features, product names, technical requirements, licensing rules and prices. BarWeb is not responsible for Microsoft’s independent decisions, but we will provide reasonable assistance with available alternatives where the change materially affects a BarWeb-managed service.

8. Microsoft Copilot and Artificial Intelligence

8.1 AI services
This section applies where BarWeb supplies, enables, configures or supports Microsoft Copilot or another artificial intelligence service.

8.2 Permissions
AI services may process information accessible to the relevant user or application. Incorrect, excessive or outdated permissions may affect the information that an AI service can retrieve or present. You are responsible for approving users, reviewing permissions and deciding what information is appropriate to process through an AI service.

8.3 Output
AI-generated content may be incomplete, inaccurate, outdated, inappropriate or unsuitable for a particular purpose. You must appropriately review and verify output before relying upon it or providing it to another person.

8.4 Professional decisions
BarWeb does not provide legal, financial, medical or other regulated professional advice through an AI service. You remain responsible for your professional judgement, work product, filings, advice, communications and decisions.

8.5 BarWeb’s role
Unless separately agreed, BarWeb’s role is limited to licensing, configuration, security, permission guidance, technical support and user assistance. BarWeb is not responsible for particular AI-generated content or a decision made in reliance on that content, except to the extent liability cannot lawfully be excluded.

9. Cybersecurity

9.1 Shared responsibility
Cybersecurity is a shared responsibility between BarWeb, the Customer, users and third-party providers. We will implement reasonable security measures appropriate to the agreed services. No provider can guarantee that an internet-connected system will always be secure, available or free from malicious activity.

9.2 Customer responsibilities
You must take reasonable steps to:
a) use unique and appropriately strong passwords;
b) use multi-factor authentication where required or recommended;
c) protect authentication devices and recovery methods;
d) promptly remove access for departing users;
e) keep supported devices and software updated;
f) maintain appropriate physical device security;
g) avoid sharing accounts and credentials;
h) follow reasonable security instructions;
i) review user access and sharing permissions; and
j) promptly report suspected compromise, phishing, malware, data loss or unauthorised access.

9.3 Security features and service level
Security measures available to you may depend on the licences and services purchased. A feature that is technically available within a product is not necessarily configured, monitored or managed by BarWeb unless included in the agreed service scope.

9.4 Security changes
Where reasonably necessary to address a material threat, BarWeb may reset credentials, revoke sessions, block access, isolate a managed device or temporarily restrict an affected service. We will act proportionately, notify you as soon as reasonably practicable and work with you to restore normal access safely.

9.5 Customer changes
You should not materially alter a BarWeb-managed security configuration without consulting us. We are not responsible for a security or service issue to the extent caused by an unauthorised or undisclosed change made by you or another provider.

10. Security Incidents and Data Breaches

10.1 Incident response
If we become aware of a suspected security incident materially affecting customer data within services managed by BarWeb, we will take reasonable steps to investigate, contain and respond.

10.2 Notification
Where BarWeb confirms that a security incident has materially affected your customer data, we will notify your nominated contact without undue delay after obtaining sufficient information to provide a meaningful notification, subject to legal restrictions. Our notification will include information reasonably available to us concerning the nature of the incident and recommended next steps.

10.3 Cooperation
Each party must reasonably cooperate in responding to an incident, including preserving relevant information, securing accounts and providing accurate information. BarWeb may cooperate with Microsoft, carriers, security providers, insurers, forensic specialists, regulators and law enforcement authorities where reasonably necessary.

10.4 Regulatory responsibility
Each party remains responsible for assessing and satisfying its own legal notification and reporting obligations. Unless expressly included in the service scope, BarWeb does not act as your legal adviser or make regulatory notifications on your behalf.

10.5 Incident work
Initial action reasonably necessary to protect a BarWeb-managed service may be included within your plan. Extended forensic investigation, recovery, remediation, legal liaison, insurer reporting or work involving unmanaged systems may be charged separately after consultation, except where the incident was caused by BarWeb’s breach of its obligations.

11. Data, Backup and Recovery

11.1 Customer responsibility
You are responsible for identifying your retention, backup, recovery, legal hold, archival and recordkeeping requirements.

11.2 Backup is a separate service
Microsoft 365 retention functions, deleted-item recovery and platform redundancy are not represented by BarWeb as an independent backup service. Unless your agreed service specifically includes backup, BarWeb is not responsible for maintaining an independent backup of customer data.

11.3 Included backup services
Where backup is included, the proposal or service description should identify:
a) systems covered;
b) backup frequency;
c) retention period;
d) exclusions;
e) restoration process; and
f) any applicable recovery targets.

11.4 Recovery limitations
We will use reasonable care when performing an authorised recovery, but successful recovery depends on factors including backup integrity, retention settings, encryption, media condition, supplier availability and the nature of the incident. We do not guarantee recovery of information unless an express written guarantee is included in the applicable service agreement.

11.5 Destructive work
Before work that carries a material and reasonably foreseeable risk of data loss, each party should take reasonable steps within its control to confirm that an appropriate backup exists.

12. Third-Party Services, Software and Equipment

12.1 Third-party providers
We may use Microsoft, carriers, distributors, hosting providers, backup vendors, cybersecurity vendors, onsite contractors and other suppliers to provide the services. You authorise us to provide those parties with information and access reasonably necessary to provide the applicable service.

12.2 Third-party terms
Third-party products and services may be subject to separate licensing, privacy, acceptable-use, warranty, support, commitment and cancellation terms. We will make applicable terms available or identify where they can be obtained when reasonably practicable.

12.3 Supplier faults
BarWeb is not responsible for the independent act, omission, outage, discontinuation or security failure of a third-party provider that is outside BarWeb’s reasonable control. This does not limit BarWeb’s responsibility for its own selection, configuration, advice, administration or support where those activities form part of the agreed services.

12.4 Assistance
Where a third-party service supplied through BarWeb fails, we will provide reasonable assistance and liaise with the relevant provider within the agreed support scope.

12.5 Equipment
Manufacturer warranties apply to equipment unless BarWeb expressly provides an additional warranty. Risk in equipment passes on delivery. Title passes when all amounts payable for that equipment have been paid, subject to rights that cannot lawfully be excluded.

13. Internet and Telecommunications Services

13.1 Carrier services
Internet and telecommunications services depend on carrier networks, infrastructure, power, customer equipment and service availability. Speeds, coverage and performance may vary according to the service, location, network demand, equipment and factors outside BarWeb’s control.

13.2 Usage charges
You are responsible for usage charges properly incurred through your service, including usage resulting from authorised users or compromised credentials, except to the extent caused by BarWeb’s breach or negligence. You must notify us promptly if usage appears unauthorised or unusual.

13.3 IP addresses and numbers
An IP address, telephone number or other identifier allocated for use with a service remains subject to the applicable carrier and regulatory arrangements. You have no continuing right to use an allocated IP address after the relevant service ends. Number portability is subject to carrier processes, accurate account information and regulatory requirements.

13.4 Emergency services
You must tell us if a voice service is intended to support emergency calling, alarms, medical devices, lifts, EFTPOS or another critical function. Internet-based voice services may not operate during a power, equipment or internet failure unless suitable continuity arrangements are in place.

14. Domains, Websites and Certificates

14.1 Registration
Domain registrations, renewals and transfers are subject to registry and registrar policies. You must provide accurate registrant information and keep it current.

14.2 Customer ownership
A domain registered for you will be held for your benefit, subject to applicable registry rules and payment of all relevant fees. BarWeb does not obtain beneficial ownership merely by managing the domain.

14.3 Renewal
Where domain renewal is included, you must maintain accurate contacts and pay renewal invoices when due. BarWeb is not responsible for expiry to the extent caused by non-payment, inaccurate customer information, a registry restriction or an instruction not to renew.

14.4 Content
You are responsible for the legality, accuracy, ownership and rights associated with website content supplied or approved by you.

14.5 Security and maintenance
Website maintenance, backups, monitoring, malware removal, content updates and plugin support are included only where stated in the applicable service description.

15. Fees, Invoicing and Payment

15.1 Fees
You must pay the fees stated in the accepted proposal, quotation, order form, application or service agreement, together with GST where applicable.

15.2 Billing frequency
Recurring services may be invoiced monthly, quarterly or annually in advance, as specified in the applicable order. Usage, project work, equipment, third-party charges and out-of-scope services may be invoiced separately.

15.3 Payment date
Unless another period is stated on the invoice or service agreement, invoices are due within seven days of issue. Invoices may be issued electronically.

15.4 Direct debit and card payments
Where direct debit is required, the separate Direct Debit Request Service Agreement applies. A card surcharge will not exceed BarWeb’s applicable cost of acceptance. We may charge a reasonable account administration fee for a non-standard payment arrangement where that fee was disclosed before it was incurred.

15.5 Disputed invoices
You must notify us promptly of a genuine invoice dispute and provide reasonable details. You must pay the undisputed portion by the due date. We will pause recovery action for the genuinely disputed portion while both parties work in good faith to resolve it.

15.6 Overdue accounts
If an undisputed amount remains overdue, we may:
a) send reminders and request payment;
b) charge reasonable recovery costs actually incurred where legally permitted;
c) suspend affected services in accordance with Section 17; and
d) require payment in advance or a reasonable security deposit for future services where there is a material credit risk.

15.7 Setup and project fees
Setup, migration, provisioning and project fees are non-refundable once the relevant work has been performed or committed to a third party. If work has not commenced, any refund may be reduced only by reasonable costs already incurred or irrevocably committed.

15.8 Price changes
We may change recurring BarWeb fees by giving at least 30 days’ written notice. Third-party fees may change when the supplier changes its pricing. We will provide as much notice as reasonably available to us. If a price increase is material and is not caused by a tax, exchange rate, carrier, Microsoft or other third-party increase, you may terminate the affected month-to-month service before the increase takes effect without an additional cancellation fee.

16. Service Commitments and Renewals

16.1 Month-to-month services
Unless an order specifies a fixed or minimum term, a recurring service continues month to month and either party may terminate it on 30 days’ written notice.

16.2 Fixed-term services
A fixed-term or committed service continues for the term stated in the accepted order. Where the service includes a third-party commitment, you remain responsible for unavoidable charges applying for the committed term, provided that commitment was disclosed before the order was accepted.

16.3 Renewal
A fixed-term service will renew only as stated in the applicable order or service agreement. We will give reasonable advance notice of an automatic renewal where the renewal carries a new minimum commitment.

16.4 Reductions
Licence or service reductions may take effect at the next date permitted by the relevant supplier commitment. We will action an authorised reduction within a reasonable period and explain any continuing third-party charges.

17. Suspension

17.1 Grounds for suspension
We may suspend all or part of a service where reasonably necessary because:
a) an undisputed amount is overdue and remains unpaid after written notice and a reasonable opportunity to remedy;
b) use of the service creates a material security, legal or operational risk;
c) we reasonably suspect fraud, compromise or unlawful activity;
d) you materially breach these Terms and do not remedy the breach within a reasonable period after notice;
e) a carrier, Microsoft, regulator, court or law enforcement authority requires suspension;
f) urgent maintenance is required; or
g) a person threatens the safety of BarWeb personnel, contractors, customers, systems or premises.

17.2 Notice
Where reasonably practicable, we will give prior notice, explain the reason and allow you an opportunity to address the issue. We may suspend immediately where delay would materially increase a security, safety, legal or network risk.

17.3 Proportionate action
We will, where reasonably practicable, limit suspension to the affected service, user or function. We will restore the service as soon as reasonably practicable after the relevant issue is resolved.

17.4 Charges during suspension
Recurring third-party and committed charges may continue during suspension. BarWeb-managed-service fees will continue only to the extent that the service remains available or BarWeb continues to incur costs, except where suspension was caused by BarWeb’s breach.

18. Termination and Transition

18.1 Termination for convenience
Either party may terminate a month-to-month service by giving 30 days’ written notice. A fixed-term service may be terminated in accordance with its order terms.

18.2 Termination for breach
Either party may terminate an affected service if the other party materially breaches the agreement and does not remedy the breach within 14 days after written notice. If a breach cannot reasonably be remedied within 14 days, the breaching party must begin remedial action within that period and diligently complete it.

18.3 Immediate termination
A party may terminate immediately if the other party:
a) becomes insolvent, subject to applicable insolvency laws;
b) engages in serious unlawful conduct connected with the services;
c) commits a material confidentiality or security breach that cannot reasonably be remedied; or
d) threatens or causes serious harm to personnel, systems or infrastructure.

18.4 Customer data before termination
Before termination or expiry, you are responsible for identifying and arranging export, transfer or preservation of information you wish to retain. We will provide reasonable transition assistance on request. Transition work outside the included service scope may be charged at our standard rates.

18.5 Administrative access
After termination, we may remove BarWeb accounts, delegated administration, remote management tools and other BarWeb access. We will provide customer-controlled credentials or transfer control to an authorised replacement provider, subject to reasonable identity verification and payment of undisputed overdue amounts. We will not withhold customer data or tenant control solely to pressure payment of a genuinely disputed amount.

18.6 Third-party data retention
Data retained within a third-party service after termination is subject to that provider’s retention and deletion terms. BarWeb is not required to retain a separate copy unless required by law or expressly agreed in writing.

18.7 Final charges
You must pay:
a) services supplied up to the termination date;
b) approved project or transition work;
c) equipment supplied;
d) unavoidable third-party commitments disclosed when ordered; and
e) reasonable recovery costs lawfully incurred.
BarWeb will not impose a penalty merely because you exercise a valid termination right.

19. Warranties and Service Limitations

19.1 Non-excludable rights
Nothing in these Terms excludes, restricts or modifies any guarantee, condition, warranty, right or remedy that cannot lawfully be excluded, including applicable rights under the Australian Consumer Law.

19.2 No perfect security or availability guarantee
Subject to non-excludable rights and any express service level, BarWeb does not guarantee that a service will be uninterrupted, completely secure, error-free or compatible with every device, application or configuration.

19.3 Advice
Technical recommendations are based on information reasonably available at the time. You remain responsible for business, legal, professional, financial and risk-management decisions unless BarWeb expressly agrees in writing to undertake a particular responsibility.

19.4 Remediation
If BarWeb fails to provide a service with due care and skill, BarWeb will, where reasonably possible, reperform or remedy the affected service within a reasonable period.

20. Liability

20.1 Non-excludable liability
Nothing in these Terms excludes or limits liability:
a) that cannot lawfully be excluded or limited;
b) for death or personal injury caused by negligence;
c) for fraud or wilful misconduct; or
d) for a party’s infringement of the other party’s intellectual property rights.

20.2 Consumer guarantees
Where the Australian Consumer Law permits liability for failure to comply with a consumer guarantee to be limited, BarWeb’s liability is limited, at BarWeb’s option, to:
a) supplying the services again; or
b) paying the reasonable cost of having the services supplied again.
This limitation applies only where it is fair and reasonable and legally permitted.

20.3 Direct loss
Subject to Sections 20.1 and 20.2, each party is responsible for reasonably foreseeable direct loss caused by its breach, negligence or unlawful conduct.

20.4 Excluded loss
To the maximum extent permitted by law, neither party is liable to the other for indirect or consequential loss, or loss of profit, revenue, opportunity, goodwill or anticipated savings, except where such loss is a direct and reasonably foreseeable result of the breach. The exclusion does not apply to amounts payable under the agreement, misuse of the other party’s confidential information, fraud or wilful misconduct.

20.5 Liability cap
Subject to Sections 20.1 and 20.2, BarWeb’s total aggregate liability arising from events in any 12-month period is limited to the greater of:
a) the fees paid or payable to BarWeb for the affected service during the 12 months immediately before the first event giving rise to the claim; or
b) $10,000.
If the affected service has been supplied for less than 12 months, the cap is based on the fees paid or payable during that shorter period.

20.6 Third-party failures
BarWeb is not liable for a third-party outage, failure or act outside BarWeb’s reasonable control. This does not exclude BarWeb’s responsibility for its own negligence in selecting, supplying, configuring, administering or supporting that third-party service.

20.7 Mitigation
Each party must take reasonable steps to minimise loss arising from an incident or breach.

21. Indemnities

21.1 Customer indemnity
You indemnify BarWeb against a third-party claim to the extent caused by:
a) unlawful content or activity undertaken through your account;
b) your infringement of a third party’s intellectual property or privacy rights;
c) your unauthorised instruction, representation or disclosure;
d) your material breach of the acceptable-use requirements; or
e) the negligent, fraudulent or wilful conduct of you or your authorised users.

21.2 BarWeb indemnity
BarWeb indemnifies you against a third-party claim to the extent caused by:
a) BarWeb’s infringement of that third party’s intellectual property rights through material created solely by BarWeb specifically for you; or
b) BarWeb’s negligent, fraudulent or wilful unauthorised disclosure of your confidential information.

21.3 Proportionate responsibility
An indemnity is reduced to the extent that the indemnified party, its personnel or another person under its control caused or contributed to the claim.

21.4 Claims process
The indemnified party must:
a) promptly notify the indemnifying party of the claim;
b) provide reasonable cooperation;
c) take reasonable steps to mitigate loss; and
d) not settle the claim in a manner imposing liability or an admission on the other party without consent, which must not be unreasonably withheld.

22. Intellectual Property

22.1 Existing materials
Each party retains ownership of intellectual property it owned or developed independently before the services.

22.2 BarWeb materials
BarWeb retains ownership of its tools, scripts, processes, methodologies, templates, documentation, know-how and reusable materials. Once applicable fees are paid, BarWeb grants you a non-exclusive licence to use deliverables supplied specifically for your internal business purposes.

22.3 Customer materials
You retain ownership of customer content and materials provided to BarWeb. You grant BarWeb a limited licence to use those materials only as reasonably necessary to provide the services.

22.4 Third-party materials
Third-party software and materials remain subject to their applicable licence terms.

23. Dispute Resolution

23.1 Good-faith resolution
A party raising a dispute must provide written details of the issue and the outcome sought. Both parties must first attempt in good faith to resolve the dispute through discussions between authorised representatives.

23.2 Escalation
If the dispute is not resolved, either party may request that it be escalated to a senior representative of each party.

23.3 Mediation
If the dispute remains unresolved after 20 business days, either party may propose mediation in Brisbane, Queensland, with the costs of the mediator shared equally.

23.4 Urgent action
Nothing in this section prevents a party from seeking urgent interlocutory relief, protecting confidential information, responding to a security incident or recovering an undisputed debt.

24. General

24.1 Notices
A notice may be sent to the postal or email address most recently provided by the receiving party. A notice sent by email is taken to be received on the next business day unless the sender receives an automated delivery failure.

24.2 Assignment
Neither party may assign the agreement without the other party’s consent, which must not be unreasonably withheld. BarWeb may assign the agreement as part of a genuine sale, merger or restructure of its business, provided the assignee is capable of performing the obligations and the assignment does not materially reduce your rights.

24.3 Subcontracting
BarWeb may engage suitably qualified subcontractors and suppliers. BarWeb remains responsible for the performance of its obligations, except for independent third-party services governed by their own terms.

24.4 Force majeure
Neither party is liable for delay or failure caused by an event beyond its reasonable control, excluding an obligation to pay for services already supplied. The affected party must notify the other, take reasonable steps to minimise the impact and resume performance as soon as reasonably practicable. If a material service is unavailable because of such an event for more than 30 consecutive days, either party may terminate the affected service without an additional cancellation fee, subject to unavoidable third-party commitments disclosed when ordered.

24.5 Severability
If a provision is invalid or unenforceable, it will be read down to the minimum extent necessary. If it cannot be read down, it will be severed without affecting the remaining provisions.

24.6 Waiver
A failure or delay in exercising a right is not a waiver of that right.

24.7 Entire agreement
The contract documents described in Section 1.3 contain the entire agreement concerning the services and replace earlier representations concerning the same subject matter. This does not exclude liability for misleading, deceptive or fraudulent conduct.

24.8 Relationship
The parties are independent contractors. Nothing creates an employment, partnership, fiduciary or agency relationship, except to the limited extent expressly agreed for administration of a service.

24.9 Governing law
These Terms are governed by the laws of Queensland, Australia. The parties submit to the courts of Queensland and courts entitled to hear appeals from them.

24.10 Continuing provisions
Provisions concerning payment, confidentiality, customer data, intellectual property, liability, indemnity, dispute resolution and transition continue after termination to the extent necessary to give them effect.