Terms of Business

These Terms of Business apply to all Services provided by On Air Projects Pty Ltd (“we”, “us”) to a client (“you”) from the Effective Date.

“We”, “us” and “you” are collectively referred to as the Parties, and individually as a Party.

1. Effective Date

The Effective Date of these Terms of Business is 14 October 2025.

2. Engagement Framework

These Terms of Business apply to all Services we provide to you, whether on an ongoing, project or casual basis.

Specific details such as scope, service levels, deliverables, fees or timelines may be set out in a Schedule, Statement of Work, or another written document agreed between us (each a Supplementary Document).

A Statement of Work may be issued as a standalone document or included within a Quote, Proposal or similar document, provided it is clearly identified as a Statement of Work.

Once agreed (including by signature, written acceptance or electronic approval), a Supplementary Document is incorporated into and governed by these Terms of Business. If there is any inconsistency between a Supplementary Document and these Terms of Business, the Supplementary Document will prevail, but only for the Services it covers.

3. Term & Termination

These Terms of Business apply from the Effective Date and continue to apply to all Services we provide to you until they are replaced or updated.

We may update these Terms of Business from time to time, and the updated version will apply once published on our website or otherwise made available to you.

4. Confidentiality

Each Party will keep the other Party’s confidential information secure and will not disclose it except as required to perform these Terms of Business or as required by law.

5. Intellectual Property

Each Party retains ownership of its pre-existing intellectual property. Unless otherwise agreed in writing, any new deliverables we create remain our intellectual property and are licensed to you for your internal business use.

6. Security & Compliance

If you receive Services on a casual or unmanaged basis, you are responsible for the security, compliance and maintenance of your own systems, networks and data. We will take reasonable care when accessing your systems, but we are not responsible for any pre-existing issues, vulnerabilities, configuration errors or compliance obligations unless expressly agreed in writing.

You are responsible for maintaining appropriate backups of your data unless backup Services have been separately agreed.

7. Insurance

We will maintain insurance appropriate to our business and the Services we provide.

8. Services

We may provide Services to you under one or more Schedules, Statements of Work, Quotes or other written agreements. Each of those documents is governed by these Terms of Business.

9. Fees & Payment

Managed Services & Project Work

Fees and payment terms for any Managed Services, Projects or other scoped work will be set out in the relevant Schedule, Statement of Work, Quote or similar document.

Casual Support Work

Where Services are provided without a Schedule, Statement of Work or other written agreement:

  • Fees will be charged at our standard rates, unless otherwise agreed in writing.

  • We may vary our rates from time to time without updating these Terms of Business.

  • All fees are exclusive of GST unless expressly stated otherwise.

  • Payment is required on a prepaid or cash-on-delivery basis.

  • Accepted payment methods include EFT, credit card or direct debit.

  • If any invoice remains unpaid after the due date, we may, after giving you written notice, suspend the provision of any or all Services until payment is received.

  • We may also charge interest and reasonable recovery costs in accordance with applicable law.

10. Your Responsibilities

You must provide us with reasonable access, information, facilities, personnel, and cooperation as required for us to perform the Services, and follow any procedures we specify for logging requests, reporting issues, or approving changes. We will not be liable for any delay, deficiency, or failure in the Services to the extent caused by your failure to comply with your responsibilities.

11. Change Management

Any variation to the Services, deliverables, fees or timelines under a Schedule, Statement of Work or other documented engagement must be agreed in writing by the parties. Agreed variations may result in adjustments to fees, milestones or delivery dates. No change is effective unless documented and approved in accordance with this clause.

12. Cancellations / Rescheduling

If you cancel or delay any scheduled Services, or if we are unable to perform the Services because you have not provided access, information, resources or cooperation, we may charge for:

  • any time already allocated or work performed; and

  • any non-refundable or unrecoverable costs incurred (including travel, accommodation or third-party supplier charges).

Where Services have been booked in advance and cannot reasonably be reassigned, we may also charge a cancellation or rescheduling fee

13. Subcontractor and Third-Party Products

We may engage subcontractors to perform the Services. We remain responsible for the acts and omissions of our subcontractors in connection with the Services. You acknowledge that some Services may involve the use or supply of third-party software, hardware, platforms or services. Except to the extent expressly stated in a Schedule or Statement of Work, we do not give any warranty or guarantee in relation to third-party products or services beyond any warranties provided by the relevant supplier.

Where we resell, provision or facilitate access to third-party products or services (including internet services, Microsoft 365, licensing or other cloud or SaaS offerings), you agree that:

  • you are bound by the applicable supplier terms and conditions as updated from time to time; and

  • to the maximum extent permitted by law, our liability in relation to those products or services is limited to any remedy we are entitled to obtain from the relevant supplier.

14. Warranties & Disclaimers

We warrant that we will perform the Services with due care and skill and in accordance with applicable law. Except as expressly set out in these Terms of Business, and to the extent permitted by law, we exclude all other warranties, conditions and guarantees (whether express, implied, statutory or otherwise).

We do not warrant that the Services or any deliverables will be uninterrupted, error-free or fit for a particular purpose. Nothing in these Terms of Business excludes or limits any rights or remedies that cannot lawfully be excluded or limited, including under Australian Consumer Law.

15. Liability Cap

To the maximum extent permitted by law, our total aggregate liability for all claims arising out of or in connection with the Services or these Terms of Business is limited to the greater of: (a) the total fees paid by you in the twelve (12) months preceding the event giving rise to the claim; or (b) $20,000.

We are not liable for any loss of profit, revenue, data, goodwill or any indirect, consequential or special loss, to the maximum extent permitted by law.

16. Assignment

You may not assign or transfer any of your rights or obligations under these Terms of Business without our written consent.

17. Governing Law

These Terms of Business are governed by the laws of South Australia, and the Parties submit to the exclusive jurisdiction of its courts.

18. Changes to Terms

We may update these Terms of Business from time to time. Updated terms will take effect when published or when notified to you and will apply to any new or ongoing Services after that date.