These Termination provisions apply to all Services provided by Empreus IT Support (“Provider”) to the Client under the Master Services Agreement (EMPREUS-MSA-001) and all associated Service Schedules.

2.1 Immediate Termination

The Provider may terminate the relevant Service Schedule or the MSA 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 the Provider has provided notice.
• Breach of Material Provision: The Client breaches a material term of the MSA or any Service Schedule 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 the Provider’s operations, security, or reputation.
• Insolvency: The Client becomes insolvent, bankrupt, enters liquidation or receivership, or makes an arrangement with creditors.

2.2 Force Majeure

The Provider may terminate the relevant Service Schedule if a Force Majeure event prevents performance for more than 30 days. The Client remains liable for all fees accrued up to the termination date, including any costs owed to third parties.

2.3 Early Termination Cost for Client Breach

If the Provider terminates 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 Section 3, in addition to other outstanding amounts.

3.1 Termination for Convenience

The Client may terminate any Service Schedule at any time by providing 30 days’ written notice to the Provider. The Client remains liable for all outstanding fees and charges up to the termination date.

If termination occurs during a fixed subscription term or billing cycle for any third-party services (e.g., Microsoft 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.

Except where termination results from an uncured material breach by the Provider, the Provider 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 the Provider’s losses resulting from early termination.

3.2 Termination for Breach by the Provider

If the Provider materially breaches the MSA or a Service Schedule and fails to cure such breach within 14 days after receiving written notice, the Client may terminate immediately by giving written notice. In this circumstance, no Early Termination Cost shall apply.

Unless otherwise terminated under these Terms and Conditions, Services will automatically renew on a month-to-month or successive renewal term (as indicated in the relevant Service Schedule or Quote), unless either party provides written notice of non-renewal at least 30 days before the current term ends.

The Provider may adjust fees or related terms for a renewal term by providing 30 days’ written notice prior to the start of the renewal term.

The Client remains responsible for any third-party subscription fees and related charges for services facilitated by the Provider, including but not limited to Microsoft 365 licences, Adobe licences, VoIP and telecom services, Starlink and NBN connectivity, domain registrations, SSL certificates, cloud hosting, backup and security tools, password manager platforms, and email signature services.

Any penalties, fees, or charges imposed by third-party providers due to early termination or non-payment are borne by the Client. The Client shall indemnify and hold the Provider harmless from all third-party claims arising from the Client’s failure to comply with such third-party providers’ contractual terms.

6.1 Cessation of Services 

The Provider will immediately cease providing the terminated Services, unless otherwise agreed in writing.

 6.2 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. 

6.3 Disablement of Access 

The Provider reserves the right to disable or revoke the Client’s access to systems, software, and accounts associated with the Services. 

6.4 Return/Payment for Hardware 

Under any Hardware as a Service (HaaS) or Managed Network Services arrangement, the Client must return hardware (or allow the Provider 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 Value plus an administrative fee of $300 per item. 

6.5 Data Ownership and Transfer 

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

All fees paid under the MSA or any Service Schedule — whether for setup, monthly recurring charges, prepaid amounts, or hardware deposits — are non-refundable.

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

At the Client’s request, the Provider may provide transitional support (e.g., data migration, licence transfers, domain transfers, M365 Tenant transition) following termination.

Any transitional support will be provided at a rate of $320 (inc. GST) per hour, payable in advance, unless otherwise agreed in writing. This transitional support does not waive any obligations or fees owed by the Client to third-party providers.

If you have any questions or concerns about this policy, or wish to update, correct, or request deletion of your personal data, please contact us:

Empreus IT Support

Email: legal@empreus.com.au

Website: https://empreusitsupport.com.au

Phone: 02 6189 1322

Address: Unit 19, 63 Wollongong St, Fyshwick ACT 2609