1. Agreement Overview

These General Terms and Conditions form part of the contractual framework governing services provided by Wolfe Systems.

For legacy customers, service may continue to be governed by a separately executed service agreement entered into prior to the publication o f these Terms (“Existing Service Agreements”). Those agreements remain valid and enforceable unless replaced or superseded.

For all new services, renewals (including of Existing Service Agreements), variations, or additional services, the binding agreement is formed upon the Customer’s acceptance of a Wolfe Systems quote, proposal, or order that references these General Terms, together with:

1. the Agreement Overview, or acceptance text presented at the time of acceptance; and
2. these General Terms and Conditions; and
3. any applicable product or service-specific terms referenced therein.

Collectively, these documents constitute the “Agreement”.

Where an existing Service Agreement remains active, these General terms will apply to the extent they do not conflict with the express terms of that Agreement.

1.1 Updates and Amendments

Wolfe Systems may update these General Terms and any Product-Specific Terms from time to time. Where updates materially impact service delivery or Customer obligations, Wolfe Systems will endeavour to notify the Customer in advance using the contact details on file.

Continued use of Wolfe Systems services following publication of updated terms shall constitute acceptance. Amendments to pricing, service inclusions, or minimum commitments will always be communicated in writing.

 2. Product and Service Terms

Wolfe Systems offers a range of managed services governed by specific terms and feature definitions, which form part of the Wolfe Systems Agreement Framework. These documents define the operational scope, inclusions, and customer obligations for each product or service line.

The following Product-Specific Terms are referenced as part of this Agreement and are available at: https://www.wolfesystems.com.au/terms

• Managed Technology Terms
• Managed Print Terms
• Licensing and Software Terms & Conditions

By agreeing to a Wolfe Systems Service Agreement or quote, the Customer acknowledges and accepts the applicable Product-Specific Terms related to the services they are receiving.

 2.1 Business Rental Agreement (BRA) – Wolfe-Funded Equipment

3. Service Scope and Interpretation

Wolfe Systems provides managed services according to defined plan inclusions and published product-specific terms. Where ambiguity exists, Wolfe Systems retains the sole authority to interpret scope boundaries, determine whether work is in-scope or chargeable, and classify work as support or project activity.

Wolfe Systems will endeavour to provide explanation and supporting detail for such decisions, but is not obligated to provide time logs or internal records unless contractually agreed.

 4. Term and Renewal

Service Agreements are valid for the agreed initial term and shall automatically renew for a further 12 months unless cancelled in writing with no less than 90 days’ notice before the renewal date.

The services active at the renewal date, including any minimum quantities or charges, will renew as-is for the next term. Wolfe Systems will endeavour to notify the Customer prior to renewal but may not do so in all cases due to account transitions, record limitations, or operational circumstances.

Failure to provide written notice will result in automatic renewal and billing for the full renewal period.

Either party may elect not to renew this Agreement at the end of the initial or any subsequent term by providing at least ninety (90) days’ written notice prior to the renewal date.

Where a service term is not explicitly stated in the quote or proposal, the default initial term is twelve (12) months commencing on the service start date.

5. Customer Responsibilities

The Customer must:

• Provide timely access to systems, personnel, and infrastructure
• Ensure accuracy of information provided to Wolfe Systems
• Maintain a secure and stable environment for service delivery
• Comply with these General Terms and any applicable product or service-specific terms referenced in the relevant quote, proposal, or acceptance document.

Failure to meet these responsibilities may limit Wolfe Systems’ ability to deliver services or uphold response targets.

6. Wolfe’s Obligations and Discretion

Wolfe Systems will deliver services in good faith, using reasonable commercial practices and with qualified personnel. Where Wolfe Systems determines a request exceeds the scope of the subscribed service, it may:

• Decline the request
• Reclassify it as project work
• Quote it as a billable task

7. Fees, Invoicing and Payment Terms

All services are billed in accordance with the Customer’s active plan and any supplemental pricing schedules.

Additional fees may apply for:

• Work outside standard hours
• Onsite visits
• Out-of-scope or unapproved activities

7.1 GST

Unless otherwise stated, all amounts payable under this Agreement are exclusive of GST. Wolfe Systems will add GST to invoices in accordance with the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

The Customer agrees to pay any applicable GST at the same time as the underlying amount.

7.2 Payment Terms

Unless otherwise stated, payment terms are seven (7) days from the invoice date. These terms may change and are always stated on the invoice itself.

Where the Customer refuses to accept Wolfe Systems’ standard payment terms and insists on imposing alternate terms, Wolfe Systems may apply a service fee to cover the administrative burden, which will appear as a separate line item on the invoice.

Wolfe Systems may apply a late payment fee or interest calculated at up to 5% per month on overdue amounts, subject to applicable law.

Wolfe Systems may apply a service fee to cover the administrative burden where a Customer imposes alternate terms.

7.3 Collections and Recovery Costs

Where the Customer fails to pay invoices within the specified terms, Wolfe Systems reserves the right to:

• Suspend service delivery
• Withhold the release of hardware, software, licensing keys, documentation, or access credentials
• Recover overdue amounts via external legal or mercantile agents

The Customer agrees to pay all reasonable enforcement costs incurred by Wolfe Systems in recovering unpaid debts, including:

• Legal fees
• Debt collection agent costs
• Administrative fees
• Interest or late fees as permitted under Clause

7.4 Withholding of Deliverables for Non-Payment

Wolfe Systems retains ownership of all hardware, software, licensing, credentials, and deliverables supplied under this Agreement until all outstanding amounts have been paid in full.

Where invoices remain unpaid:

• Wolfe Systems may delay or withhold release of equipment, credentials, backup copies, documentation, or final handover materials
• Access to services or platforms may be suspended
• Support or warranty obligations may be paused or terminated

No materials will be released until payment has been cleared in full or unless Wolfe Systems agrees otherwise in writing.

8. Change Management and Projects

Changes to systems, networks, or policy frameworks must be submitted via change request.

Wolfe Systems reserves the right to scope, assess, and schedule such changes separately.

Requests requiring extended labour, coordination with third parties, or increased security impact may be reclassified as project work and billed accordingly.

9. Right to Audit and Service Validation

Wolfe Systems reserves the right to request data, access logs, system configurations, or documentation from the Customer in relation to any service provided under this Agreement.

This right may be exercised to:

• Validate compliance with licensing or subscription terms (e.g. Microsoft 365, security tools, backup retention)
• Assess plan entitlements or appropriate service tier
• Investigate reported or potential security or operational incidents
• Monitor the effectiveness of managed services and customer-side actions

The Customer agrees to provide Wolfe Systems with reasonable access to such information or systems for the purpose of a service audit, and to cooperate in good faith with any related enquiry.

Refusal to provide such information may impact Wolfe Systems’ ability to continue delivering service or apply entitlement-related benefits.

10. Third-Party Service Charges and Price Adjustments

Wolfe Systems leverages vendor, carrier, and licensing platforms to deliver its managed services.

Wolfe Systems reserves the right to adjust pricing for any service, subscription, or plan with at least thirty (30) days’ written notice to the Customer.

This includes, but is not limited to:

• Subscription platforms (e.g. Microsoft, Sophos, CrowdStrike)
• Cloud consumption-based services (e.g. backup storage, API calls)
• Telephony or communication platforms

Wolfe Systems will notify the Customer in writing of any adjustment and the effective date. Continued use of services after that date constitutes acceptance of the new pricing.

11. Plan Modifications and Reductions

The Customer may request changes to their plan tier, service inclusions, or quantity-based commitments (e.g. user/device counts) in accordance with the Product-Specific Terms applicable to the service.

All requests must be submitted in writing and are subject to Wolfe Systems’ review and approval. Wolfe Systems requires a minimum of 30 days’ notice for any requested change, and may decline or defer the request based on resource planning, commercial impact, or licensing constraints.

Approved changes will only take effect at the start of the next billing cycle or renewal period and cannot be applied retrospectively. Wolfe Systems may request evidence to support quantity-based reductions and reserves the right to audit reductions for accuracy and fairness.

12. Suspension and Termination

Wolfe Systems may suspend or terminate services if:

• Invoices remain unpaid beyond 30 days
• The Customer fails to comply with material terms under this or related agreements
• Security or operational concerns warrant urgent intervention
• Engages in misconduct or abuse of Wolfe Systems personnel

Termination for cause may result in the Customer being liable for any outstanding fees and immediate cessation of access to managed systems or accounts.

Upon termination, all outstanding fees become immediately due and Wolfe Systems may revoke access to all managed services, platforms, and systems.

12.1 Survival of Terms

Any provision of this Agreement which by its nature is intended to survive termination or expiry — including but not limited to confidentiality, non-solicitation, limitation of liability, data ownership, and IP — shall remain in effect after termination of this Agreement.

13. Offboarding and Handover Support

Where a Customer is terminating services or transitioning to another provider, Wolfe Systems will cooperate in good faith to support service disengagement.

However, handover work including but not limited to documentation collation, credential preparation, system summaries, data exports, platform clean-up, or vendor liaison is not included in any standard Managed Services plan.

Wolfe Systems reserves the right to charge for all offboarding activities on a time and materials basis at its standard hourly rate, unless otherwise agreed in writing.

The Customer must provide at least 30 days’ written notice of any intent to transition service providers to allow adequate time for coordinated disengagement.

14. Data Security and Privacy

Wolfe Systems will handle all Customer data in accordance with its Privacy Policy, which complies with the Privacy Act 1988 (Cth) and Australian Privacy Principles.

The Customer remains responsible for the protection of data in unmanaged systems, third-party applications, or environments where Wolfe Systems has limited visibility or control.

Wolfe Systems may work with external vendors or subcontractors to deliver services.

While Wolfe Systems will use reasonable efforts to ensure that these parties handle data securely and appropriately, Wolfe Systems is not liable for breaches or failures arising from third-party handling.

The Privacy Policy is available at https://www.wolfesystems.com.au/privacy-policy.

15. Software Licensing and Compliance

The Customer is responsible for maintaining valid and current licences for any third-party software or platforms not supplied by Wolfe Systems.

Wolfe Systems may assist with licensing administration, but does not accept liability for vendor enforcement actions due to Customer non-compliance.

16. Intellectual Property

Unless explicitly stated otherwise in a signed Statement of Work, all tools, documentation, system artefacts, scripts, configurations, and intellectual property developed by Wolfe Systems in the course of delivering services shall remain the property of Wolfe Systems.

Upon termination of services and subject to payment of all outstanding invoices, Wolfe Systems will provide the Customer with:

• Administrative access to managed systems where appropriate
• Credentials to user-level or operational accounts
• Documentation deemed reasonably necessary to support the Customer’s ongoing operations

Wolfe Systems is not obligated to transfer proprietary tools, automation frameworks, or internal process documentation.

Provision of handover materials is performed in good faith and without warranty of completeness unless formally scoped.

17. Liability and Limitation of Claims

Wolfe Systems’ total liability under this Agreement is limited to the total fees paid by the Customer for the affected service in the three (3) months prior to the event giving rise to the claim.

Wolfe Systems shall not be liable for any indirect, special, incidental, or consequential losses including, but not limited to, loss of data, revenue, or business opportunity.

These liability limitations apply in conjunction with the Customer’s responsibilities under this Agreement. Wolfe Systems will not be held liable for loss or damage resulting from the Customer’s failure to meet their obligations under this Agreement or its associated terms.

Wolfe Systems shall not be held liable for acts, omissions, or failures resulting from circumstances outside its reasonable control or from third-party failures where not expressly guaranteed.

18. Force Majeure

Wolfe Systems is not responsible for delays or failure to perform resulting from events outside its reasonable control, including but not limited to natural disasters, pandemics, strikes, supply shortages, or utility outages.

19. Assignment and Subcontracting

Wolfe Systems may assign, novate, or subcontract any of its rights or obligations under this Agreement without Customer consent, provided that service quality is maintained.

The Customer may not assign this Agreement without written approval from Wolfe Systems.

Any unauthorised assignment by the Customer will be deemed void and may result in immediate termination of services or enforcement action.

In such cases, Wolfe Systems reserves the right to recover all outstanding charges, including any remaining contract value or minimum service commitments due under the original term.

20. Authority

Any individual representing the Customer in the acceptance, approval, or execution of this Agreement, or any document or service request under it, shall be deemed to have appropriate authority unless Wolfe Systems is notified otherwise in writing and in advance.

The Customer waives the right to retrospectively dispute authority once services have commenced or charges have been accepted.

20.1 No Partnership or Agency

Nothing in this Agreement constitutes or implies a partnership, joint venture, or employment relationship between Wolfe Systems and the Customer. Neither party has the authority to bind the other or incur obligations on its behalf unless explicitly agreed in writing.

21. Confidentiality

Wolfe Systems acknowledges that during the course of service delivery, it will have access to and may be entrusted with confidential or proprietary information belonging to the Customer, including but not limited to technical processes, user data, business information, system configurations, financial data, and Customer Records (“Confidential Information”).

Wolfe Systems agrees not to disclose such information to any third party except:

• Where required by law, court order, or regulatory authority
• Where disclosure is necessary to deliver services under this Agreement
• Where the information is already in or enters the public domain through no fault of Wolfe Systems
• Where the information is independently developed by Wolfe Systems without use of the Customer’s confidential information

Wolfe Systems shall not retain or copy Customer Records beyond the duration of service delivery, unless:

• Required by law or compliance frameworks
• One archival copy is required for internal recordkeeping or dispute defence

The Customer grants Wolfe Systems a non-exclusive, royalty-free licence to use necessary Customer Records solely for the purpose of delivering services under this Agreement.

21.1 Non-Solicitation

The Customer agrees that during the term of this Agreement and for a period of twelve (12) months following its termination, they will not directly or indirectly solicit, entice, hire, or engage any Wolfe Systems employee or contractor who has been involved in delivering services under this Agreement, without Wolfe Systems’ prior written consent.

In the event of breach, Wolfe Systems reserves the right to charge a placement fee equivalent to six (6) months of the individual’s annualised remuneration.

22. Dispute Resolution

In the event of a dispute relating to service delivery or invoicing, the Customer agrees to notify Wolfe Systems in writing within 14 days of the event.

Wolfe Systems will designate an internal review contact and may appoint a mediation process or mediator at its discretion.

The Customer agrees to engage in good faith with this process.

Unless formally escalated, disputes do not suspend payment obligations for uncontested charges.

22.2 Notices

All formal notices or communications under this Agreement must be in writing and delivered to the recipient by:

• Hand delivery
• Registered or express post
• Email to a nominated and verified contact address

Notices are deemed received:

• On the date of delivery, if delivered by hand
• Two (2) Business Days after posting, if sent by mail within Australia
• On the day of transmission, if sent by email and no bounce or delivery error is received

The parties agree to notify each other promptly of any change in contact details.

23. General Legal Effect

23.1 Waiver

Any failure or delay by Wolfe Systems to enforce any provision of this Agreement shall not be construed as a waiver of its rights. Any waiver must be in writing to be effective and shall not apply to any future breach of the same or another term.

23.2 Severability

If any provision of this Agreement is held to be unlawful, invalid, or unenforceable, that provision shall be deemed modified or severed to the extent necessary to make it lawful, valid, or enforceable. The remaining provisions shall remain in full force and effect.

24. Jurisdiction and Governing Law

This Agreement shall be governed by the laws of Western Australia.

Any disputes arising under this Agreement shall be subject to the exclusive jurisdiction of the courts in that region.

25. Execution in Counterparts

This Agreement may be executed in any number of counterparts, including digitally or via PDF. Each counterpart shall be deemed an original, and together they shall constitute the same agreement.

26. Definitions

Agreement refers to the combined set of contractual documents between Wolfe Systems and the Customer, including these General Terms, any Statement of Work, Product-Specific Terms, Plan Feature Terms, and quotations accepted by the Customer.

Business Days refers to Monday through Friday, excluding public holidays observed in Western Australia.

Customer refers to the organisation or individual purchasing services from Wolfe Systems under this Agreement.

Customer Records refers to all files, configurations, access credentials, policies, scripts, notes, diagrams, databases, data exports, or other materials provided to Wolfe Systems by the Customer, or created in relation to the Customer’s systems or services.

Deliverables refers to any work output, documentation, configuration, reports, credentials, diagrams, or service artefacts created or supplied by Wolfe Systems under this Agreement.

Force Majeure Event refers to any circumstance beyond the reasonable control of Wolfe Systems, including but not limited to natural disasters, pandemics, government restrictions, utility failure, acts of war, labour disruptions, or supply chain interruptions.

Invoice Date refers to the date shown on an invoice issued by Wolfe Systems, which determines the start of the payment term.

Late Payment Fees refers to legally permissible interest or administrative charges applied to overdue invoices, as outlined in Clause 6.

Minimum Quantities refers to any baseline service levels, seat counts, or device quantities committed to within the Customer’s selected plan or agreement. These quantities are billed unless otherwise amended in writing and with Wolfe Systems’ approval.

Plan Feature Terms refers to the published documentation outlining the inclusions, exclusions, and boundaries of a specific service plan (e.g. Managed Technology, Managed Print). These are published online and updated periodically.

Product-Specific Terms refers to the legal and operational terms governing a particular product or service category provided by Wolfe Systems, which form part of the broader Agreement.

Project Work refers to non-recurring scoped activities such as migrations, infrastructure builds, or new platform deployments. Project Work is excluded from standard Managed Technology support unless separately quoted and approved.

Renewal Term refers to the 12-month period that automatically commences at the end of the Customer’s initial or previous agreement term, unless written notice of cancellation is provided in accordance with this Agreement.

Service Agreement refers to any signed document or accepted quote that references these General Terms and binds the Customer to Wolfe Systems’ Agreement Framework.

Service Summary refers to a scoping or onboarding document provided to the Customer outlining active services, contacts, and deployment details. This may accompany but does not override the Agreement or Product-Specific Terms.

Statement of Work (SOW) refers to a document mutually agreed by Wolfe Systems and the Customer that defines the deliverables, scope, pricing, and schedule for a particular project or engagement.

Term refers to the duration of the Agreement, including the initial period and any automatic or agreed renewal terms.

Third-Party Provider refers to any vendor, platform, carrier, or subcontractor that Wolfe Systems relies on to deliver part of its service. Wolfe Systems does not warrant third-party performance or assume liability for their actions unless explicitly stated.

Wolfe Systems refers to Wolfe Systems Pty Ltd (ABN 60 631 398 008), the provider of the services governed by this Agreement.