Effective Date: September 9, 2025
1. Services and Engagement
Scope of Work: Fluent provides IT services, goods, and cybersecurity solutions as defined in your specific Plan, Quote, or Order.
Quotes: Quotes are valid for seven (7) days unless specified otherwise. We reserve the right to adjust pricing if the scope or bill of materials changes due to unforeseen circumstances or client-requested delays.
Orders: An order is deemed accepted once confirmed in writing or through our electronic approval system.
2. Term and Termination
Commitment Term: The minimum term for services is specified in your initial Quote.
Automatic Extension: Upon expiry, the agreement automatically extends for a period equal to the original term unless terminated with written notice.
Termination: Either party may terminate the agreement with thirty (30) days' written notice.
Early Termination: If you terminate before the end of a commitment term, you agree to pay all remaining payments for that term.
3. Financial Terms
Rates and CPI: We may vary our rates periodically. After the initial twelve (12) months, fees may be adjusted in line with the Consumer Price Index (CPI) with thirty (30) days' notice.
Payments: Invoices are payable within the terms stated on the invoice. All rates are exclusive of GST unless otherwise stated.
Late Payments: If an invoice is seven (7) days overdue, Fluent reserves the right to suspend or discontinue services without notice. You are responsible for all legal and recovery costs associated with late payments.
4. Professional Responsibilities & Cybersecurity
Important Notice: No business is immune to cybercrime, and you acknowledge that you may be subject to breaches despite recommended solutions. Fluent does not warrant that services will be 100% free from technical interruptions or unauthorized access.
Backups: You are solely responsible for selecting and including the data being backed up. We strongly recommend periodic human testing to ensure data can be successfully restored, as no 100% guaranteed recovery option exists.
Client Access: You agree to provide Fluent with necessary access to systems, equipment, and personnel to perform our services.
5. Liability and Warranties
Liability Cap: To the maximum extent permitted by law, Fluent’s total liability for all claims arising out of this agreement will not exceed the fees paid by you in the preceding three (3) months.
Exclusions: Fluent is not liable for indirect or consequential losses, including loss of profit, business, or data.
Third-Party Products: For hardware or software sourced from third parties, you must rely on the manufacturer's warranty rather than Fluent.
6. Intellectual Property & Non-Solicitation
Ownership: Fluent retains exclusive intellectual property rights in any work, custom software, or techniques created during the provision of services.
Non-Solicitation: You agree not to offer employment to Fluent staff during our engagement and for two (2) years thereafter. Breach of this clause requires an immediate payment of 100% of the employee’s annual salary as liquidated damages.
7. General Provisions
Governing Law: These conditions are governed by the laws of Victoria, Australia.
Privacy: We collect personal information to fulfill quotes and orders and will not disclose it without consent unless authorized by law.
Force Majeure: Fluent is not liable for failures or breaches caused by events beyond our reasonable control, such as natural disasters, strikes, or third-party service failures.