Terms & Conditions

01Definitions

In these Terms and Conditions, the following definitions apply:

• "CICS", "we", "us" or "our" means CICS Pty Ltd, a company incorporated in New South Wales, Australia.
• "Client", "you" or "your" means the individual, organisation or entity engaging CICS for services or accessing this website.
• "Services" means any IT consulting, enterprise integration, managed services, advisory, or related services provided by CICS as described in a Statement of Work or agreed engagement.
• "Website" means the CICS website accessible at cics.com.au and any associated subdomains.
• "Statement of Work" or "SOW" means a written document agreed between CICS and the Client that describes the specific scope, deliverables, timelines and fees for an engagement.
• "Confidential Information" means any non-public information disclosed by either party in connection with the engagement.

02Acceptance of Terms

By accessing or using this Website, or by engaging CICS for Services, you acknowledge that you have read, understood and agree to be bound by these Terms and Conditions.

If you are entering into these terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity. If you do not have such authority, or if you do not agree with these terms, you must not use this Website or engage our Services.

CICS reserves the right to amend these Terms and Conditions at any time. Updated terms will be posted on this page with a revised date. Continued use of the Website or Services after any changes constitutes acceptance of the revised terms.

03Services

CICS provides enterprise IT consulting, integration, managed services and advisory services to government, higher education and commercial organisations across Australia. Specific services are governed by the relevant Statement of Work or engagement agreement entered into between CICS and the Client.

CICS reserves the right to:

• Engage suitably qualified subcontractors to assist in the delivery of Services, provided that CICS remains responsible for the quality and delivery of those Services.
• Decline any engagement at its discretion prior to the execution of a formal agreement.
• Modify or discontinue any Services with reasonable notice to affected Clients.

Nothing on this Website constitutes a binding offer to provide services. All engagements are subject to a signed Statement of Work or formal agreement.

04Fees & Payment

Fees for Services will be set out in the applicable Statement of Work or engagement agreement. Unless otherwise agreed in writing:

• Invoices are payable within 30 days of the invoice date.
• CICS reserves the right to charge interest on overdue amounts at the rate of 1.5% per month, compounding monthly.
• All fees are quoted in Australian Dollars (AUD) and are exclusive of GST unless otherwise stated. GST will be added where applicable in accordance with the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
• Expenses reasonably incurred in the delivery of Services (including travel, accommodation and third-party software licences) will be invoiced at cost unless a fixed-price arrangement has been agreed.

CICS reserves the right to suspend Services if any invoice remains unpaid beyond 45 days of the due date and reasonable notice has been given.

05Intellectual Property

Unless otherwise agreed in writing:

• Pre-existing IP: Each party retains ownership of all intellectual property it owned prior to the commencement of an engagement. CICS retains ownership of all methodologies, frameworks, tools, templates and know-how developed independently of the Client.
• Deliverables: Upon receipt of full payment, CICS grants the Client a non-exclusive, non-transferable licence to use deliverables produced specifically for the Client under the relevant SOW.
• Website content: All content on this Website including text, graphics, logos, images and software is the property of CICS or its licensors and is protected by Australian and international intellectual property laws. You may not reproduce, distribute or create derivative works without prior written consent.

06Confidentiality

Each party agrees to keep confidential all Confidential Information received from the other party and to use it solely for the purposes of the engagement. This obligation does not apply to information that:

• Is or becomes publicly available through no fault of the receiving party;
• Was already known to the receiving party prior to disclosure;
• Is independently developed by the receiving party without use of the Confidential Information; or
• Is required to be disclosed by law, regulation or court order, provided the disclosing party is given prompt written notice where legally permissible.

Confidentiality obligations survive the termination or expiry of any engagement for a period of three (3) years.

07Privacy

CICS is committed to protecting your privacy. We collect, use and disclose personal information in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles (APPs).

Personal information collected through this Website (including via the contact form) is used solely to respond to your enquiry and to provide Services. We do not sell or share your personal information with third parties for marketing purposes.

For full details of how we handle personal information, please refer to our Privacy Policy. To request access to, correction of, or deletion of your personal data, contact us at the details below.

08Warranties & Disclaimers

CICS warrants that it will perform Services with reasonable care, skill and diligence, using appropriately qualified personnel.

To the maximum extent permitted by law:

• This Website and its contents are provided on an "as is" and "as available" basis without warranties of any kind, express or implied.
• CICS does not warrant that the Website will be uninterrupted, error-free or free of viruses or other harmful components.
• Information on this Website is general in nature and does not constitute professional advice. You should seek independent advice before acting on any information.

Nothing in these terms excludes any rights you may have under the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) that cannot be excluded by agreement.

09Limitation of Liability

To the maximum extent permitted by law, CICS's total aggregate liability to the Client for any claims arising out of or in connection with an engagement shall not exceed the total fees paid by the Client to CICS in the three (3) months immediately preceding the event giving rise to the claim.

In no event shall CICS be liable for:

• Loss of revenue, profit, business opportunity or anticipated savings;
• Loss of data or corruption of data;
• Indirect, special, incidental or consequential loss or damage of any kind; or
• Any loss arising from a third-party product, service or system not directly supplied by CICS.

10Indemnification

The Client agrees to indemnify, defend and hold harmless CICS and its directors, employees, contractors and agents from and against any claims, damages, losses, liabilities, costs and expenses (including reasonable legal fees) arising from:

• The Client's breach of these Terms and Conditions or any applicable law;
• The Client's use of the Website or Services in a manner not authorised by CICS;
• Any third-party claim arising from materials, data or instructions provided by the Client to CICS.

11Term & Termination

These Terms and Conditions apply from the date you first access this Website or engage CICS for Services and continue until terminated.

Either party may terminate a services engagement by providing written notice as specified in the applicable Statement of Work. In the absence of a specified notice period, 30 days written notice is required.

Upon termination:

• The Client must pay all fees for Services rendered up to the termination date.
• Each party must return or destroy the other party's Confidential Information upon request.
• Clauses relating to intellectual property, confidentiality, limitation of liability and governing law survive termination.

CICS may immediately suspend or terminate access to the Website or Services in the event of a material breach by the Client that is not remedied within 14 days of written notice.

12Governing Law

These Terms and Conditions are governed by the laws of New South Wales, Australia. Each party submits to the exclusive jurisdiction of the courts of New South Wales and the Federal Court of Australia for the resolution of any disputes arising under or in connection with these terms.

The parties agree to first attempt to resolve any dispute through good-faith negotiation before commencing formal proceedings.