1. Introduction

1.1    At Progressive Business Technologies (PBT), we strive to build strong client relationships. Our goal is to make a positive impact on your business and establish ourselves as your trusted technology and business systems advisor.

1.2    To ensure a clear understanding of our services, we outline the terms and conditions governing our engagement. By signing this document, both the Client and PBT agree to be bound by these terms.

1.3    Sales proposals and email quotes are provided in conjunction with these overarching Terms & Conditions of Service. Together, they form the full agreement between the parties. Additional agreements, such as support agreements for products or IT services agreements for goods and services, may also be in place; however, all such agreements are governed by these overarching Terms & Conditions of Service.

1.4    PBT reserves the right to review and update these terms periodically. Clients will be notified of any changes via our website at www.pbt.net.au, where the latest terms are always available.

2. Support & Consulting Services

2.1. Service Charges & Terms

2.1.1    PBT provides support and consulting services across multiple areas, including ERP & Finance Systems, HR & Payroll-related systems, IT, and AI-related services and Software Development Services. PBT’s service rates vary based on the product and service provided, as outlined in your sales proposal. To confirm rates, you can contact us at 1300 720 767.

2.1.2    Ad-hoc support services are provided on a time & materials basis and charged at the applicable hourly rate in 10-minute increments.

2.1.3    Quoted, Planned, or Project work may be provided on a time & materials basis or fixed-cost basis, as agreed upon in the sales proposal.

2.1.4    After-hours services (Monday–Friday 6:00 PM – 8:00 AM and weekends) are charged at 1.5 times the standard rate, unless otherwise specified.

2.1.5    PBT reserves the right to review and adjust rates periodically.

2.1.6    For Clients utilising our ERP & Finance Systems & our HR & Payroll-related systems and services, a support agreement is required. This support agreement, while a separate document, is still governed by these overall terms and conditions of service.

2.1.7    The support agreement entitles our ERP & Finance System &our HR & Payroll clients to receive up to 15 minutes per support case at no additional charge.

2.1.8    If the support task exceeds 15 minutes, additional time is billed in 10-minute increments. Separate issues require separate cases.

2.1.9    Support & Consulting Services may be provided via phone, remote access, or onsite services.

2.1.10    The Client understands that time spent on support matters may not simply be the time spent with you on the phone or the time to respond to an email. Consultants & support personnel need to record details of the support request, including the resolution of the issue, liaise with the software vendor via phone or email, and in many cases, may need to investigate the issue more thoroughly in a test instance or copy of the Client’s data. The Client accepts that these activities are chargeable.

2.1.11    The Client acknowledges that any disputes regarding invoices issued by PBT must be raised in writing within 90 days from the invoice date. After this period, the Client waives any right to dispute the charges, and the invoice will be considered final and payable in full.

2.2 Authorised Reseller

2.2.1    Unless stated otherwise, PBT does not own the software it supports. We operate as an independent reseller and authorised partner of the third-party products.

2.3 Support Services Pertaining to Software Defects

2.3.1    The client recognises that all software can contain defects. PBT does not have direct access to modify third-party software source code and, therefore, cannot fix defects within vendor software. However, we will assist in troubleshooting and identifying potential solutions.

2.3.2    While we will make every reasonable effort to resolve third-party software-related issues, some cases may only be able to be resolved by the vendor. The client acknowledges that in such cases, time spent investigating and working on potential solutions is billable.

2.3.3    If software defects cannot be resolved by the vendor, PBT will explore and recommend alternative solutions or workarounds to help minimise disruption to your business.

2.3.4    PBT will work closely with vendors to escalate issues and advocate for timely resolutions; however, final resolution timelines depend on the vendor’s processes and priorities.

3. Software Sales

3.1 Product Demonstrations and Client responsibility

3.1.1    Where appropriate, PBT will conduct demonstrations of some, or all of the products and answer questions raised by the Client regarding the products. However, a detailed analysis of the Client’s requirements and a corresponding solution design may not have been completed at the time of sale. This will be done as part of the project services. Accordingly, PBT makes no warranty that the products will satisfy the requirements of the Client, and the Client acknowledges that it has gained sufficient information to satisfy itself as to the suitability of the products.

3.2 Sales Proposals, Quotes and Acceptance

3.2.1    PBT will provide a formal sales proposal or email quote to the Client for the purchase of new business software. A Client’s signature on a sales proposal or a Client’s response to an email quote with confirmation to proceed will be considered formal acceptance of the proposal and/or quote and agreement to the associated charges and terms.

3.3 Order Cancellations and Client Financial Obligations

3.3.1    Products ordered within the terms of a Sales Proposal or email estimate may not be returned once ordered, and the order may not be cancelled without PBT’s prior written approval, which PBT may grant at its sole discretion.

3.3.2    The Client is fully responsible for any charges, penalties, or financial obligations imposed on PBT by its suppliers in relation to products ordered by The Client within the terms of a Sales Proposal or email estimate. In the event The Client cancels the order or fails to make payment to PBT for such products, The Client agrees to reimburse PBT for such charges in full. These charges may include, but are not limited to, restocking fees, non-refundable license fees, or other costs incurred by PBT as a direct result of the Client’s cancellation. The Client agrees to reimburse PBT for any such charges in full.

3.4 Subscription-Based Software Commitments

3.4.2    The purchase of software is often on a subscription basis for a committed term, as specified in the sales proposal or email confirmation. The Client acknowledges that payment is required for the full term of the subscription, regardless of whether the software is actively used. If the Client chooses to discontinue using PBT’s services, the software payments remain due until the end of the agreed term.

3.5 Software Licensing and Warranty

3.5.1    Use of third-party products is regulated by the standard ‘license to use products’ as specified by the manufacturer(s) of the products, which includes the terms and conditions of use, as well as applicable warranty and limitation of liability information. These are available on the software manufacturer(s) website, or we can provide them for inspection upon request. As PBT is not the manufacturer of the products, it makes no warranty whatsoever regarding the good order of the products or their fitness for use, which includes the terms and conditions of use, as well as applicable warranty and limitation of liability information. These are available on the software manufacturer(s) website, or we can provide them for inspection upon request. As PBT is not the manufacturer of the products, it makes no warranty whatsoever regarding the good order of the products or their fitness for use.

4. Hardware Sales

4.1 General Terms

4.1.1    PBT provides hardware products, including but not limited to computers, servers, networking equipment, and accessories.

4.1.2    All hardware sales are subject to availability and lead times as determined by suppliers.

4.1.3    PBT does not provide warranties for hardware products. Any manufacturer warranties apply as per the terms set by the respective manufacturers.

4.2 Pricing and Payment

4.2.1    Hardware invoices are due within 7 days from the delivery date. PBT will notify the Client when goods are being delivered.

4.2.2    If hardware is being financed externally, PBT must be advised in advance, and relevant financial approval documents must be provided before order processing.

4.2.3    PBT is not responsible for delays caused by shipping providers or manufacturers.

4.3 Returns and Cancellations

4.3.1    Orders for hardware products may not be cancelled or modified once confirmed without written approval from PBT.

4.3.2    The Client is responsible for any fees incurred due to cancellations or returns imposed by the supplier.

4.4 Liability

4.4.1    PBT is not liable for hardware defects or failures. Any claims must be directed to the hardware manufacturer under their warranty process.

5. Software Implementations

5.1    Unless otherwise specified by PBT, the project services detailed in a PBT Sales Proposal for the implementation of software constitute an estimate only. The actual services and related costs may vary from the estimate, as may the envisaged timeline. On occasion, the variance may be material. There are many reasons for this, including but not limited to:

5.1.1    Decisions taken during the project regarding the allocation of tasks to PBT or the Client.

5.1.2    Changes to the planned solution that arise as a result of new information becoming available over time as the project progresses.

5.1.3    Problems that may arise with existing business data and reconciliations during the project.

5.1.4    Availability of and involvement in the project by the Client’s resources, which may lead to timelines being missed.

5.1.5    Circumstances that cannot reasonably be anticipated at the time the Sales Proposal is signed.

5.2    PBT will act in good faith and will make every effort to carry out its responsibilities in a professional manner. PBT makes no warranty with regard to the provision of Project Services or proposed timelines of a software implementation project.

6. Intellectual Property (IP) Ownership

6.1    Any intellectual property (IP) created by PBT as part of providing any services to the Client remains the property of PBT, and PBT retains unrestricted rights to the continued use of the IP.

6.2    The definition of IP includes, but is not limited to, custom reports, macros, automated procedures, software programs, integration tools, data transformation scripts, configuration templates, workflows, dashboards, user interfaces, operating/procedure manuals, checklists, training materials, and other user documentation.

6.3    The Client is entitled to unrestricted use of the IP for their company or group of companies, subject to any other specific terms and conditions agreed to in the sales proposal.

6.4    The Client may not sell, distribute, or provide the IP for use to any third party without express written consent from PBT.

7. Responsibility for Client Data

7.1    The Client is solely responsible for the accuracy, completeness, and integrity of all data within their business systems. This applies across all support, consulting, or project implementation services provided by PBT.

7.2    PBT will take reasonable care when assisting with data-related tasks; however, the ultimate responsibility for reviewing and validating data accuracy remains with the Client.

 7.3    If the Client requests data modifications, corrections, migrations, or transformations, they must verify the accuracy and completeness of the changes.

7.4    In cases where PBT assists with data fixes, conversions, or imports, the Client acknowledges that these tasks may carry inherent risks, including data integrity issues. It is the Client’s responsibility to test and validate the results.

7.5    PBT is not liable for any data loss, corruption, or unintended consequences resulting from data modifications, whether performed by PBT, the Client, or any third party. The Client must ensure that appropriate backups are in place prior to requesting any data-related work.

8. Backing Up of Client Data

8.1    PBT is not responsible for taking backups of data on the Client’s system(s) while services are being provided or thereafter unless a separate backup service has been agreed to.

8.2    The Client must ensure that regular backups are taken of data, consistent with accepted industry practices. This includes data that PBT is working with while providing services (other than data on PBT’s environment or consultant’s own computer, for which PBT is responsible.

8.3    If PBT is providing backup services, they will be subject to the PBT Managed Online Backup Terms and Conditions published on our website.

9. Data Security Policy

9.1    PBT is committed to maintaining the security of Client data and follows industry best practices to protect information from unauthorised access, modification, or loss.

9.2    PBT’s Data Security Policy outlines the measures taken to safeguard Client data, including encryption, access controls, and secure storage methods. The latest version of PBT’s Data Security Policy is available on our website and may be updated periodically.

9.3    Clients must ensure that they comply with their own internal security policies when granting PBT access to systems and data.

9.4    Your use of our services signifies your acceptance of our Data Security Policy. If you do not agree with any aspect of our Data Security Policy, please refrain from using our services and contact us on 1300 720 767 to discuss the matter.

10. Employee Solicitation/Hiring

10.1    Neither party shall, directly or indirectly, solicit, offer employment to, or hire any employee, former employee, subcontractor, or former subcontractor of the other party.

10.2    The term “former employee” and “former subcontractor” applies only to individuals who were employed or engaged by either party within the six (6) months immediately preceding the alleged violation.

10.3    If this clause is breached, the breaching party agrees to compensate the non-breaching party with a monetary sum equal to six (6) months of the employee’s most recent annual base salary while employed by the non-breaching party.

10.4    This clause remains enforceable for a period of twelve (12) months following the termination of any business relationship between the parties.

11. Termination

11.1    The Client may terminate this agreement by providing one (1) month’s written notice to PBT.

11.2    Any ongoing commitments, including software subscriptions, support agreements, or project services, must be honoured, and payment must be made for the full agreed term.

11.3    PBT will not issue refunds or pro-rata adjustments for early termination of committed products or services.

11.4    Any outstanding amounts owed by the Client at the time of termination must be settled before the termination date.

11.5    Termination of this agreement does not release the Client from any obligations or liabilities accrued before the termination date.

12. Dispute Resolution

12.1    The parties agree to use reasonable efforts to resolve any disputes arising out of or in connection with these Terms & Conditions of Service through good faith negotiations. Either party may initiate discussions by providing written notice of the dispute to the other party.

12.2    If the dispute is not resolved within 14 days of written notice, the parties agree to attempt resolution through mediation before pursuing litigation. Mediation will be conducted in South Australia by a mediator mutually agreed upon by both parties. If the parties cannot agree on a mediator within seven (7) days, a mediator will be appointed by the Australian Disputes Centre (ADC) or a similar recognised body. The costs of mediation will be shared equally between the parties unless otherwise agreed.

12.3    If mediation does not resolve the dispute within 30 days from the date mediation is initiated, either party may commence legal proceedings exclusively in the courts of South Australia. Nothing in this clause prevents a party from seeking urgent injunctive or equitable relief in the event of a breach or threatened breach of these Terms & Conditions of Service.

12.4    These Terms & Conditions of Service are governed by the laws of South Australia, Australia. The parties agree to submit to the exclusive jurisdiction of the courts in South Australia for any unresolved disputes.

13. Limitation of Liability

12.1    Neither party shall be liable for any indirect, incidental, special, or consequential damages, including but not limited to lost profits, loss of data, or business interruption, arising from the use of its services or products.

12.2    PBT’s total liability under this agreement shall not exceed the total fees paid by the Client for the specific product or service giving rise to the claim in the preceding three (3) months.

12.3    PBT shall not be responsible for any damages resulting from third-party software, vendor defects, or system failures beyond its control.

12.4    The Client acknowledges that all software and hardware contain inherent risks, and PBT is not responsible for unforeseen failures or incompatibilities.

12.5    The Client will indemnify and hold PBT harmless against any claims incurred by PBT arising out of or in conjunction with the Client’s project or services.