Termination – Terms & Conditions

1. Immediate Termination
Empreus may terminate this Agreement immediately by providing written notice to the Client if any of the following occur:

• Non-Payment: The Client fails to pay any invoice by the due date, and such non-payment persists for more than 7 days after Empreus has provided notice.
• Breach of Material Provision: The Client breaches a material term of this Agreement that either cannot be remedied or remains unremedied for 14 days after written notice.
• Misuse or Reputational Harm: The Client misuses the Services or engages in conduct deemed harmful to Empreus’ operations, security, or reputation.
• Insolvency: The Client becomes insolvent, bankrupt, enters liquidation or receivership, or makes an arrangement with creditors.

2. Force Majeure
Empreus may terminate this Agreement if a Force Majeure Event (as defined elsewhere in this Agreement) prevents performance for more than 303030 days. The Client remains liable for all fees accrued up to the termination date, including any costs owed to third parties.

3. Early Termination Cost for Client Breach
If Empreus terminates this Agreement due to the Client’s breach (including non-payment or other material breaches), the Client shall be responsible for the Early Termination Cost described under Termination by the Client > Early Termination Cost, in addition to other outstanding amounts.

1. Termination for Convenience

• Notice Period: The Client may terminate this Agreement at any time by providing 30 days’ written notice to Empreus.
• Outstanding Fees and Charges: The Client remains liable for all outstanding fees and charges up to the termination date.
• Third-Party Subscriptions: If termination occurs during a fixed subscription term or billing cycle for any third-party services (e.g., Office 365, Adobe, VOIP, Starlink, domain registrations, or NBN contracts), the Client is liable for:
  – All remaining subscription fees for the unexpired portion of the term; and
  – Any early termination or cancellation fees imposed by third-party providers.
• Early Termination Cost: Except where termination results from an uncured material breach by Empreus, Empreus reserves the right to charge the Client an early termination fee equal to one hundred percent (100%) of the remaining contract value (the “Early Termination Cost”).
  – This Early Termination Cost is due immediately upon termination and is in addition to any other amounts payable (e.g., unpaid invoices, third-party subscription fees).
  – The Parties acknowledge that this represents a genuine and reasonable estimate of Empreus’ losses resulting from early termination.

2. Termination for Breach by Empreus

• If Empreus materially breaches this Agreement and fails to cure such breach within 14 days after receiving written notice, the Client may terminate immediately by giving written notice to Empreus.
• In this circumstance, no Early Termination Cost shall apply.

• Automatic Renewal: Unless otherwise terminated under these Terms and Conditions, Services will automatically renew on a month-to-month or successive renewal term (as indicated in your Service Order), unless either Party provides written notice of non-renewal at least 30 days before the current term ends.
• Fee Adjustments: Empreus may adjust fees or related terms for a renewal term by providing 30 days’ written notice prior to the start of the renewal term.

1. Continuing Obligations
The Client remains responsible for any third-party subscription fees and related charges for Services facilitated by Empreus, including but not limited to:

• Office 365 Licenses (including backup and security)
• Adobe Licenses
• VOIP, SIP Trunking, and Telecom Services
• Starlink Connectivity Subscriptions
• NBN Plans
• Domain Registrations and SSL Certificates
• Cloud Hosting, Data Backup, and Security Tools
• Password Manager Platforms
• Email Signature Services

2. Early Termination Fees
Any penalties, fees, or charges imposed by third-party providers due to early termination or non-payment are borne by the Client.

3. Indemnity
The Client shall indemnify and hold Empreus harmless from all third-party claims arising from the Client’s failure to comply with such third-party providers’ contractual terms.

Upon termination of any or all Services:

1. Cessation of Services
Empreus will immediately cease providing the terminated Services, unless otherwise agreed in writing.

2. Outstanding Fees
The Client must pay all outstanding fees, charges, and accrued interest up to the effective date of termination, including any third-party subscriptions.

3. Disablement of Access
Empreus reserves the right to disable or revoke the Client’s access to systems, software, and accounts associated with the Services.

4. Return/Payment for Hardware (if applicable)

• Under any Hardware as a Service (HaaS) arrangement, the Client must return the hardware (or allow Empreus to retrieve it) within 7 days of termination, in good working order (normal wear and tear excepted).
• If the Client fails to return hardware, the Client will be charged the replacement cost plus an administrative fee of $300 per item.

5. Data Ownership and Transfer

• At the Client’s request, Empreus may assist in migrating data from Empreus-managed systems to the Client’s new environment, subject to the “Post-Termination Services” section below.
• Empreus may withhold Client data until all outstanding fees (including the Early Termination Cost, if applicable) are paid in full.

1. No Refunds
All fees paid under this Agreement—whether for setup, monthly recurring charges, prepaid amounts, or hardware deposits—are non-refundable.

2. Additional Charges

• The Client is liable for any early termination fees or penalties from third-party providers.
• The Client is liable for replacement or repair costs of any damaged or unreturned hardware or software assets.

1. Transitional Support
At the Client’s request, Empreus may provide transitional support (e.g., data migration, license transfers) following termination.

2. Hourly Rate
Any transitional support will be provided at a rate of $320 (inc. GST) per hour, payable in advance, unless otherwise agreed in writing.

3. Third-Party Costs
This transitional support does not waive any obligations or fees owed by the Client to third-party providers.

Termination does not affect Empreus’ right to:

1. Recover Unpaid Fees
Pursue recovery of any unpaid fees, accrued interest, or liquidated damages.

2. Withhold Access
Retain or withhold access to Client data or systems until all outstanding amounts (including the Early Termination Cost) are fully paid.

3. Seek Legal Remedies
Initiate legal proceedings or other dispute resolution methods for breaches or unpaid amounts.

The following obligations survive termination:

1. Payment Obligations
Liability for any unpaid fees, interest, third-party subscription costs, and the Early Termination Cost (if applicable).

2. Confidentiality and Intellectual Property
All obligations regarding the protection of confidential information and intellectual property rights.

3. Indemnification and Limitation of Liability
Any clauses relating to indemnities or liability limitations set out elsewhere in this Agreement.

4. Dispute Resolution
Any provisions governing how disputes are to be resolved after termination.