These Payment Terms and Conditions (“Payment Terms”) govern the payment obligations for all services provided by Empreus IT Support (the “Provider”) to the Client (the “Customer”) under the Master Services Agreement (EMPREUS-MSA-001) and all associated Service Schedules.

These Payment Terms form an integral part of all agreements for the provision of 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.

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), and 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 authorisation for recurring payments. Failure to maintain a valid direct debit may constitute a payment default (see Section 9 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 favour, the Customer shall pay the outstanding amount within 7 days of resolution. If resolved in the Customer’s favour, the Provider shall issue a credit, refund, or adjusted invoice accordingly.

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.

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.

The Customer is responsible for ongoing subscription fees for third-party services facilitated or managed by the Provider. This includes but is not limited to Microsoft 365 licensing, Adobe subscriptions, VoIP and telecom services, Starlink and NBN connectivity, domain registrations, SSL certificates, backup solutions, password manager platforms, and email signature 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 Events of Default

A payment default (“Default”) occurs if the Customer fails to establish or maintain a required direct debit authorisation, any invoice remains unpaid for 7 days beyond its due date, or repeated failed payments or dishonoured direct debits indicate persistent non-compliance.

9.2 Remedies upon Default

In the event of a Default, the Provider may suspend or withhold Services until overdue amounts (including fees, charges, and penalties) are paid, declare all outstanding fees for the current term immediately due, or seek any other remedies allowed by law or equity.

9.3 Reference to Termination Terms

If a Default is not cured within the specified time, the Provider may proceed with termination pursuant to the Termination – Terms & Conditions (EMPREUS-TERM-001), which are incorporated herein by reference.

9.4 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 – Terms & Conditions.

All prepaid amounts, security deposits, and one-time setup fees are non-refundable unless otherwise stated in writing. If the Customer cancels or suspends a Service mid-cycle, no pro-rated refunds will be issued unless required by law.

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.

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

12.1 Entire Agreement

These Payment Terms, together with the Master Services Agreement (EMPREUS-MSA-001), the Termination – Terms & Conditions (EMPREUS-TERM-001), and any Quote or Service Schedule, constitute the entire agreement regarding payment obligations between the parties.

12.2 Severability

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

12.3 Governing Law

These Payment Terms are governed by the laws of the State of Victoria, Australia. Any disputes shall be subject to the exclusive jurisdiction of the courts of Victoria.

12.4 No Waiver

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