Payment – Terms & Conditions

1.1 Covered Services
These Payment Terms and Conditions (“Payment Terms”) govern the payment obligations for all services provided by Empreus (the “Provider”) to the Client (the “Customer”), including but not limited to:

• Managed IT Services
• Managed Network Services
• Managed Website Services
• Managed VOIP Services
• Managed Video Services
• Hardware as a Service (“HaaS”)
• Domain Services
• Microsoft 365 
• Adobe Subscriptions
• Starlink Connectivity Services
• NBN Services

1.2 Incorporation by Reference
These Payment Terms form an integral part of all agreements for the provision of the Services. In the event of a conflict between these Payment Terms and any other agreement or schedule, these Payment Terms shall prevail unless otherwise explicitly stated in writing.

2.1 Subscription Fees
The Customer shall pay recurring monthly subscription fees (“Subscription Fees”) for all ongoing services, as specified in the relevant Quote, Schedule, or Statement of Work.

Subscription Fees may include fees for:

• Managed Services (IT, Network, VOIP, Video, Website)
• Hardware as a Service (“HaaS”)
• Domain renewals and hosting
• Third-party software licensing (e.g., Office 365, Adobe)
• Connectivity services (Starlink, NBN, etc.)

2.2 Installation and Setup Fees
One-time fees (e.g., installation, configuration, setup) are invoiced after the work is completed, unless stated otherwise in writing.

2.3 Additional Services
Any additional or out-of-scope services requested by the Customer will be billed in the month following provision of such services at agreed rates.

2.4 Hardware as a Service (HaaS)

• Where hardware is leased or provided as a service, the monthly HaaS fees cover usage, maintenance, and support.
• Unless explicitly agreed, the Customer does not gain ownership of HaaS hardware.

3.1 Frequency
The Provider typically issues invoices monthly. Subscription Fees are billed in advance for the upcoming month, while additional or usage-based fees (if any) may be billed in arrears.

3.2 Invoice Delivery
Invoices will be sent in Australian dollars (AUD) via email or other agreed methods to the designated billing contact.

3.3 Invoice Details
Each invoice shall clearly show:

• Monthly Subscription Fees
• Any one-time setup charges
• Additional service charges
• Applicable taxes (GST or otherwise)
• Total amount due

4.1 Due Date
Unless specified otherwise, payment is due within 7 days from the invoice date.

4.2 Accepted Payment Methods

• The Customer may pay via Electronic Funds Transfer (EFT), credit card (if accepted), direct debit, or other mutually agreed methods.
• Any applicable transaction or processing fees will be disclosed in advance and are borne by the Customer unless otherwise agreed.

4.3 Direct Debit Requirements

• Unless otherwise agreed, the Customer must establish a direct debit authorization for recurring payments.
• Failure to maintain a valid direct debit may constitute a payment default (see Section 11 below).

4.4 Disputed Invoices

• If the Customer disputes any portion of an invoice in good faith, they must notify the Provider in writing within 5 Business Days of receiving the invoice, specifying the disputed amount and basis.
• The undisputed portion remains payable by the due date.
• The Parties shall work in good faith to resolve the dispute promptly. If resolved in the Provider’s favor, the Customer shall pay the outstanding amount within 7 days of resolution. If resolved in the Customer’s favor, the Provider shall issue a credit, refund, or adjusted invoice accordingly.

5.1 GST and Other Taxes
All fees are exclusive of GST, VAT, or similar taxes unless explicitly stated. The Customer is responsible for all such taxes, which will be shown on the invoice when applicable.

5.2 Tax Exemptions
If the Customer qualifies for a tax exemption, valid documentation must be provided before invoicing. The Provider will apply exemptions where legally permissible.

6.1 Interest on Overdue Amounts
Overdue amounts will incur interest at 8% per annum, calculated daily from the due date until paid in full. Interest may be compounded monthly.

6.2 Administrative Fee for Late Payment
A late payment administrative fee of $50.00 (inc. GST) may apply to amounts that remain overdue beyond 48 hours of the due date, especially if direct debit fails and remains unresolved.

6.3 Suspension of Services
If a payment remains overdue for more than 7 days after its due date (and at least one overdue reminder has been sent), the Provider may suspend the Services until the Customer’s account is brought current. The Provider is not liable for any losses arising from such suspension.

7.1 Collection Efforts
If any invoice remains unpaid for more than 30 days, the Provider may engage a debt collection agency or seek legal remedies.

7.2 Recovery of Costs
The Customer shall reimburse the Provider for all reasonable costs associated with debt recovery, including legal fees, collection agency charges, and court costs.

8.1 Third-Party Services
The Customer is responsible for ongoing subscription fees for third-party services facilitated or managed by the Provider. Examples include:

• Office 365 (Licensing, Backup, Security)
• Adobe Subscriptions
• VOIP and Telecom Services
• Starlink and NBN Connectivity
• Domain registrations and SSL Certificates
• Password Manager Platforms
• Email Signature Services

8.2 Hardware and Connectivity Services
For hardware-based or connectivity services (e.g., Starlink, HaaS), the Customer remains liable for all monthly fees for the duration of the agreed term.

9.1 Prepaid Amounts
All prepaid amounts, security deposits, and one-time setup fees are non-refundable unless otherwise stated in writing.

9.2 Partial Usage
If the Customer cancels or suspends a Service mid-cycle, no pro-rated refunds will be issued unless required by law.

(Reiterated from Section 4.4 for clarity)

10.1 Notification of Dispute
The Customer must notify the Provider within 5 Business Days of receiving an invoice of any disputed charges.

10.2 Good Faith Resolution
Both Parties will collaborate to resolve the dispute promptly. Undisputed portions remain due on time.

11.1 Events of Default
A payment default (“Default”) occurs if:

1. The Customer fails to establish or maintain a required direct debit authorization.
2. Any invoice remains unpaid for 7 days beyond its due date.
3. Repeated failed payments or dishonored direct debits indicate persistent non-compliance.

11.2 Remedies upon Default
In the event of a Default, the Provider may:

1. Suspend or withhold Services until overdue amounts (including fees, charges, and penalties) are paid.
2. Declare all outstanding fees for the current term immediately due.
3. Seek any other remedies allowed by law or equity.

11.3 Reference to Separate Termination Terms
If a Default is not cured within the specified time or requirements under these Payment Terms, or if the Customer’s breach otherwise gives rise to termination rights, the Provider may proceed with termination pursuant to the separate “Termination – Terms and Conditions” (“Termination T&Cs”), which are incorporated herein by reference.

11.4 Survival of Payment Obligations

The Customer remains liable for all accrued fees, charges, and penalties up to the effective date of termination, consistent with the Termination T&Cs.

12.1 Periodic Review
The Provider may review and adjust the Fees at the end of the initial term or upon renewal. At least 30 days’ written notice will be given before changes take effect.

12.2 Scope Changes
If the scope of Services changes (e.g., adding or removing hardware, licenses, or features), Fees will be updated accordingly. Such modifications will be documented in a revised Quote or Schedule signed by both Parties.

13.1 Entire Agreement
These Payment Terms, together with the Termination T&Cs and any Quote or Master Services Agreement, constitute the entire agreement regarding payment obligations between the Parties.

13.2 Severability
If any provision in these Payment Terms is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

13.3 Governing Law
These Payment Terms are governed by the laws outlined in the main Master Services Agreement. Any disputes shall be subject to the exclusive jurisdiction identified therein.

13.4 No Waiver
No failure or delay by the Provider to exercise any right or remedy shall constitute a waiver of that right or remedy.