These Terms and Conditions ("Agreement") govern the provision of technology services, products, and related professional services by HTC Global Pty Ltd ("HTC Global", "we", "us", or "our") to you ("Customer" or "you"). By engaging HTC Global, placing an order, or accessing our services, you agree to be bound by this Agreement. If you are accessing or using our services on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to this Agreement. If you do not have such authority, or if you do not agree with these terms, you must not use our services.

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1. Definitions

The following terms have the defined meanings wherever used in this Agreement:

• "Confidential Information" means any information disclosed by one party to the other that is designated as confidential, or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure, including (without limitation) pricing, technical specifications, business plans, and Customer Data.

• "Customer Data" means all data, content, and materials submitted to HTC Global by or on behalf of the Customer in connection with the Services.

• "Deliverables" means any work product, configurations, customisations, reports, or other outputs specifically created for Customer under a Statement of Work or Service Order.

• "Fees" means all charges payable by Customer for the Services as set out in the relevant Service Order or Statement of Work.

• "Intellectual Property Rights" means all patents, copyright, trade marks, design rights, trade secrets, know-how, and any other intellectual or industrial property rights (whether registered or unregistered).

• "Personal Information" has the meaning given in the Privacy Act 1988 (Cth) and the Australian Privacy Principles.

• "Services" means the technology services, software implementations, reseller services, consultancy, support, and any other services provided by HTC Global as described in a Service Order or Statement of Work.

• "Service Order" means a written order, proposal, or statement of work agreed between HTC Global and Customer that describes the specific Services, Fees, and any additional terms applicable to a particular engagement.

• "Third-Party Software" means software products licensed by third-party vendors (such as Freshworks) that are resold or implemented by HTC Global as part of the Services.

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2. Acceptance of Terms

By engaging HTC Global, signing a Service Order, or using our services, the Customer agrees to be bound by this Agreement. This Agreement applies to all services provided by HTC Global including, but not limited to, technology consulting, software implementation, reseller services (including Freshworks products), and ongoing support.

If there is a conflict between this Agreement and a Service Order, the Service Order will take precedence to the extent of the conflict.

 

3. Services

3.1 Scope of Services

HTC Global will provide the Services as described in the applicable Service Order. Services may include:

• Resale and licensing of Third-Party Software (including Freshworks products and other vendor solutions);

• Implementation, customisation, and configuration of software;

• IT consultancy and advisory services;

• Ongoing support and managed services; and

• Any other services as agreed in a Service Order.

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3.2 Third-Party Software

Where HTC Global resells or facilitates access to Third-Party Software, Customer acknowledges that:

• The use of such software is additionally governed by the third-party vendor's terms and conditions (for example, the Freshworks Terms of Service at freshworks.com/terms), which Customer must separately accept;

• HTC Global is not the developer or publisher of Third-Party Software and makes no warranties regarding its functionality beyond those offered by the relevant vendor; and

• HTC Global is not liable for any outages, data loss, or service failures attributable to Third-Party Software platforms.

3.3 Changes to Services

HTC Global may update or modify the scope of the Services from time to time with reasonable notice to Customer. Material changes to agreed Services will require a written amendment to the relevant Service Order.

 

4. Customer Responsibilities

4.1 Cooperation

Customer agrees to provide HTC Global with timely access to information, personnel, systems, and resources reasonably required to perform the Services. Delays caused by Customer's failure to cooperate may result in adjusted timelines or additional fees, which HTC Global will notify Customer of in advance.

4.2 Acceptable Use

Customer agrees not to use HTC Global's services or any systems provided by HTC Global to:

• Violate any applicable law or regulation;

• Infringe the Intellectual Property Rights of any third party;

• Store or transmit unlawful, defamatory, harmful, or fraudulent content;

• Attempt to gain unauthorised access to any system, network, or data;

• Reverse engineer, decompile, or copy any software or system provided by HTC Global or its vendors; or

• Resell or sublicense any services or software without prior written consent from HTC Global.

4.3 Accuracy of Information

Customer is responsible for the accuracy, completeness, and legality of all Customer Data and information provided to HTC Global. HTC Global will not be liable for any errors or losses arising from inaccurate or incomplete information supplied by Customer.

 

5. Fees and Payment

5.1 Fees

Customer will pay HTC Global the Fees set out in the applicable Service Order. All Fees are stated in Australian dollars (AUD) unless otherwise specified and are exclusive of GST and other applicable taxes.

5.2 Invoicing and Payment Terms

HTC Global will issue invoices in accordance with the payment schedule set out in the Service Order. Unless otherwise agreed, invoices are payable within 30 days of the invoice date. For recurring subscriptions or retainer arrangements, payment is due in advance of the applicable service period.

5.3 Late Payment

If any undisputed amount is not paid by the due date, HTC Global may:

• Charge interest on the overdue amount at the rate of 8% per annum, calculated daily from the due date until the date of payment;

• Suspend the provision of Services until all outstanding amounts are paid in full; and/or

• Terminate this Agreement on written notice, in accordance with clause 10.

5.4 GST

All amounts payable under this Agreement are exclusive of GST. If GST is payable on any supply made under this Agreement, Customer must pay an additional amount equal to the GST payable, subject to receipt of a valid tax invoice.

5.5 Disputed Invoices

If Customer disputes any portion of an invoice, Customer must notify HTC Global in writing within 10 business days of receipt of the invoice, providing reasonable detail of the dispute. The parties will work in good faith to resolve the dispute promptly. Undisputed portions of an invoice remain payable by the due date.

5.6 Fee Changes

HTC Global may adjust its Fees on renewal of any ongoing engagement with at least 30 days' written notice. Any fee adjustments will be reflected in the renewed Service Order.

 

6. Intellectual Property

6.1 HTC Global IP

HTC Global and its licensors retain all Intellectual Property Rights in and to its methodologies, tools, templates, software, and pre-existing materials ("HTC Global IP"). Nothing in this Agreement transfers any ownership of HTC Global IP to Customer.

6.2 Customer IP

Customer retains all Intellectual Property Rights in and to Customer Data and any pre-existing Customer materials. Customer grants HTC Global a limited, non-exclusive licence to use Customer Data solely to the extent necessary to perform the Services.

6.3 Deliverables

Unless otherwise agreed in writing in a Service Order, all Deliverables created by HTC Global specifically for Customer under this Agreement will, upon full payment of all applicable Fees, be assigned to Customer. HTC Global retains a royalty-free licence to use the underlying methodologies, know-how, and general concepts embodied in the Deliverables.

6.4 Feedback

If Customer provides HTC Global with suggestions, ideas, or feedback regarding the Services, HTC Global may use such feedback without restriction or obligation to Customer.

 

7. Confidentiality

7.1 Obligations

Each party agrees to:

• Keep the other party's Confidential Information strictly confidential;

• Not disclose Confidential Information to any third party without the prior written consent of the disclosing party; and

• Use the Confidential Information only for the purpose of performing obligations or exercising rights under this Agreement.

7.2 Permitted Disclosures

A party may disclose Confidential Information to its employees, contractors, and advisors who have a need to know, provided such persons are bound by confidentiality obligations no less protective than those in this Agreement. A party may also disclose Confidential Information where required by law, regulation, or court order, provided it gives the other party prompt written notice (where legally permitted) and cooperates to seek a protective order.

7.3 Exclusions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without reference to the Confidential Information; or (d) is received from a third party without restriction.

7.4 Survival

Confidentiality obligations under this clause survive termination of this Agreement for a period of three (3) years.

 

8. Privacy and Data

8.1 Compliance with Privacy Laws

Each party agrees to comply with the Privacy Act 1988 (Cth) and the Australian Privacy Principles (APPs) in respect of any Personal Information handled under or in connection with this Agreement.

8.2 HTC Global's Privacy Policy

HTC Global will handle Customer Data and Personal Information in accordance with its Privacy Policy available at htcglobal.com.au/privacy-policy. By engaging HTC Global, Customer consents to HTC Global's data practices as described in that policy.

8.3 Data Security

HTC Global will implement reasonable technical and organisational measures to protect Customer Data from unauthorised access, disclosure, alteration, or loss. These measures are designed to be appropriate to the nature and sensitivity of the data being processed.

8.4 Customer Data Processing

Where HTC Global processes Personal Information on behalf of Customer as a service provider, each party acknowledges their respective obligations under applicable privacy laws. Customer warrants that it has all necessary rights and consents to provide Customer Data to HTC Global for the purposes contemplated by this Agreement.

8.5 Data Breach

In the event of a suspected data breach involving Customer Data, HTC Global will notify Customer as soon as practicable and will cooperate with Customer in investigating the breach and complying with any applicable notification obligations under the Notifiable Data Breaches scheme.

 

9. Warranties

9.1 HTC Global Warranties

HTC Global warrants that:

• It will perform the Services with reasonable skill, care, and diligence;

• It has the right to enter into this Agreement and provide the Services; and

• The Services will materially conform to the description set out in the applicable Service Order.

9.2 Customer Warranties

Customer warrants that:

• It has the authority to enter into this Agreement and any applicable Service Order;

• All Customer Data and information provided to HTC Global is accurate and does not infringe any third-party rights; and

• It will use the Services in compliance with all applicable laws and regulations.

9.3 Disclaimer

EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND HTC GLOBAL MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. HTC GLOBAL DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED.

To the extent permitted by the Australian Consumer Law (ACL) and other applicable legislation, all conditions, warranties, and guarantees implied by law are excluded to the maximum extent possible. Nothing in this Agreement is intended to exclude any rights that cannot be excluded under the ACL.

 

10. Term and Termination

10.1 Term

This Agreement commences on the date it is accepted by Customer and continues until terminated in accordance with this clause. Each Service Order will specify its own commencement and end date or subscription term.

10.2 Termination for Convenience

Either party may terminate this Agreement or any Service Order for convenience by giving 30 days' written notice to the other party, unless a different notice period is specified in the relevant Service Order. Termination for convenience does not entitle Customer to a refund of any pre-paid Fees for services already delivered or committed.

10.3 Termination for Cause

Either party may terminate this Agreement or any Service Order immediately by written notice if:

• The other party materially breaches this Agreement and fails to remedy the breach within 14 days of receiving written notice requiring it to do so;

• The other party becomes insolvent, is wound up, has a receiver or administrator appointed, or enters into any form of external administration; or

• The other party ceases to carry on business.

10.4 Effect of Termination

Upon termination or expiry of this Agreement:

• Each party will promptly return or destroy the other party's Confidential Information;

• Customer will pay all outstanding Fees for Services rendered up to the date of termination;

• HTC Global will provide Customer with reasonable assistance in transitioning away from the Services (at Customer's cost) for a period of up to 30 days; and

• Clauses that by their nature survive termination (including clauses 6, 7, 8, 11, 12, and 13) will continue in full force.

10.5 Suspension

HTC Global may suspend the Services (in whole or in part) without liability to Customer if:

• Customer fails to pay any undisputed Fees when due;

• Customer is in material breach of this Agreement;

• Suspension is required to protect the security or integrity of the Services or HTC Global's systems; or

• HTC Global is required to do so by law or a regulatory authority.

HTC Global will give reasonable prior notice of any suspension where practicable.

 

11. Limitation of Liability

11.1 Exclusion of Consequential Loss

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL LOSS OR DAMAGE (INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS.

11.2 Liability Cap

To the maximum extent permitted by law, HTC Global's total aggregate liability to Customer in connection with this Agreement (whether in contract, tort, under statute, or otherwise) is limited to the total Fees paid or payable by Customer to HTC Global in the 12-month period immediately preceding the event giving rise to the claim.

11.3 Exceptions

The limitations in clauses 11.1 and 11.2 do not apply to:

• Liability for death or personal injury caused by negligence;

• Liability for fraud or fraudulent misrepresentation;

• Any liability that cannot be excluded or limited under the Australian Consumer Law or other applicable law; or

• A party's indemnification obligations under this Agreement.

11.4 Australian Consumer Law

Nothing in this Agreement excludes, restricts, or modifies any right or remedy, or any guarantee, warranty, or other term or condition, implied or imposed by the Australian Consumer Law which cannot lawfully be excluded or limited. If HTC Global is in breach of a consumer guarantee under the ACL, HTC Global's liability is limited (at HTC Global's option) to re-supplying the services or paying the cost of having the services supplied again.

 

12. Indemnification

12.1 Customer Indemnity

Customer will defend, indemnify, and hold harmless HTC Global and its officers, directors, employees, and agents from and against any claims, damages, losses, and expenses (including reasonable legal costs) arising out of or related to:

• Customer's breach of this Agreement;

• Customer's unlawful use of the Services;

• Any claim that Customer Data infringes the rights of a third party; or

• Customer's violation of any applicable law.

12.2 HTC Global Indemnity

HTC Global will defend, indemnify, and hold harmless Customer from and against any third-party claim that the Services (excluding Third-Party Software) infringe any Australian Intellectual Property Right, provided Customer: (a) promptly notifies HTC Global in writing of the claim; (b) gives HTC Global sole control of the defence and settlement; and (c) provides reasonable cooperation and assistance. This indemnity does not apply if the claim arises from Customer's modification of the Services or combination with materials not provided by HTC Global.

 

13. Dispute Resolution

13.1 Good Faith Negotiation

If a dispute arises between the parties in connection with this Agreement, the parties must first attempt to resolve the dispute by good faith negotiation. Either party may initiate this process by providing written notice of the dispute to the other party. The parties will have 20 business days (or such longer period as they may agree) to resolve the dispute.

13.2 Mediation

If the dispute is not resolved through negotiation, either party may refer the dispute to mediation administered by the Australian Disputes Centre (or another agreed mediator) before commencing legal proceedings.

13.3 Legal Proceedings

Nothing in this clause prevents either party from seeking urgent injunctive or other equitable relief from a court of competent jurisdiction.

 

14. Governing Law

This Agreement is governed by and construed in accordance with the laws of New South Wales, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales and any courts of appeal therefrom.

 

15. Force Majeure

Neither party will be liable for any delay or failure to perform its obligations under this Agreement (other than an obligation to pay money) to the extent such delay or failure is caused by circumstances beyond that party's reasonable control, including but not limited to acts of God, natural disasters, pandemics, government actions, war, terrorism, cyberattacks by third parties, or infrastructure failures ("Force Majeure Event").

The party affected by a Force Majeure Event must notify the other party as soon as practicable. If the Force Majeure Event continues for more than 30 consecutive days, either party may terminate the affected Service Order on written notice, and Customer will receive a pro-rata refund of any pre-paid Fees for the period of non-performance.

 

16. General

16.1 Entire Agreement

This Agreement, together with any Service Orders and HTC Global's Privacy Policy, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations, representations, warranties, and understandings.

16.2 Modifications

HTC Global reserves the right to update these Terms and Conditions at any time. Updated terms will be posted to htcglobal.com.au/terms-conditions and will be effective from the date of posting. Where changes are material, HTC Global will use reasonable efforts to provide at least 30 days' advance notice. Continued use of the Services after updated terms take effect constitutes acceptance of the updated terms.

16.3 Assignment

Customer may not assign, transfer, or novate this Agreement or any rights or obligations under it without HTC Global's prior written consent. HTC Global may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its business.

16.4 Subcontracting

HTC Global may engage subcontractors to assist in the delivery of the Services, provided that HTC Global remains responsible for the performance of any subcontracted services.

16.5 Relationship of Parties

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, employment, or fiduciary relationship between the parties.

16.6 Waiver

A party's failure or delay in exercising any right, power, or remedy under this Agreement does not operate as a waiver of that right. A waiver of any breach of this Agreement does not constitute a waiver of any subsequent breach.

16.7 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.

16.8 Notices

All notices under this Agreement must be in writing and delivered to the addresses set out in the applicable Service Order, or to contact@htcglobal.com.au for HTC Global. Notices sent by email are deemed received on the next business day after sending (unless a delivery failure is received).

16.9 Anti-Corruption

Each party represents that it has not offered, given, or received any bribe, kickback, or improper payment in connection with this Agreement, and will comply with all applicable anti-bribery and anti-corruption laws, including the Criminal Code Act 1995 (Cth).

16.10 Counterparts

A Service Order may be executed in counterparts (including electronically), each of which will be deemed an original, and together they will constitute one binding agreement.

 

17. Contact

For any questions about these Terms and Conditions, please contact:

 

HTC Global Pty Ltd

Suite 226/14 Lexington Drive, Bella Vista NSW 2153, Australia

Email: contact@htcglobal.com.au

Website: htcglobal.com.au

 

 

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