Effective date: 30 July 2026

These Terms and Conditions apply to software licences, consulting services, development services and related products and services supplied by Cumulus Technologies Pty Ltd, ABN 86 145 986 090 (“Cumulus Technologies”, “we”, “us” or “our”).

1. Application of these terms

These Terms and Conditions apply when a customer:

• accepts a quotation or proposal from Cumulus Technologies;
• submits or confirms an order;
• signs a service or licence agreement;
• requests that Cumulus Technologies commence work; or
• purchases, renews or uses a product or service supplied by Cumulus Technologies.

These terms should be read together with the applicable quotation, proposal, scope of work, order form, service agreement, Refund and Cancellation Policy and software vendor licence agreement.

If there is an inconsistency, the following order of priority applies unless otherwise agreed in writing:

1. a separately signed agreement;
2. the accepted quotation, proposal or order form;
3. the applicable software vendor licence agreement, for use of the relevant software;
4. these Terms and Conditions; and
5. the Refund and Cancellation Policy.

2. Quotations and orders

A quotation or proposal is valid for the period stated in that document.

A customer accepts a quotation or proposal by:

• signing or electronically accepting it;
• issuing a purchase order referring to it;
• confirming acceptance by email;
• paying a deposit or invoice relating to it; or
• instructing Cumulus Technologies to commence work.

Any purchase-order terms submitted by the customer do not override these terms unless Cumulus Technologies expressly agrees to them in writing.

3. Scope of services

Cumulus Technologies will supply the services described in the applicable quotation, proposal or scope of work.

Any delivery dates or project schedules are estimates unless expressly stated to be fixed.

Cumulus Technologies is not responsible for delays caused by:

• incomplete or inaccurate information supplied by the customer;
• delayed customer decisions or approvals;
• unavailable customer personnel or systems;
• changes to the agreed scope;
• third-party vendors or service providers;
• events outside Cumulus Technologies’ reasonable control; or
• the customer’s failure to meet its obligations.

4. Consulting and time-based services

Consulting and professional services supplied on a time-and-materials basis are charged using the applicable hourly, daily or other time-based rate.

Charges are calculated from timesheets or other work records maintained and submitted by Cumulus Technologies.

Unless otherwise agreed, chargeable time may include:

• meetings and workshops;
• analysis and investigation;
• development and configuration;
• testing;
• documentation;
• project management;
• support;
• deployment;
• authorised travel time; and
• other work reasonably required to provide the services.

5. Fixed-price projects

Fixed-price fees apply only to the scope, assumptions and deliverables expressly described in the applicable quotation or proposal.

Work outside that scope may be treated as a variation and charged separately.

Where a customer delays a project, changes its requirements or does not provide required information, Cumulus Technologies may revise the project schedule and any affected fees after notifying the customer.

Cancellation of a fixed-price project is governed by the Refund and Cancellation Policy and the applicable quotation or agreement.

6. Software licences

Software licences are supplied for the licence term described in the quotation, order form or vendor agreement.

Unless otherwise stated:

• software licences are annual;
• licence fees are payable in advance;
• licences are subject to the applicable software vendor’s licence agreement;
• the customer receives only the licence and usage rights expressly granted by the vendor;
• licence renewal may be subject to vendor pricing and product changes; and
• cancellation does not produce a partial refund for an unused portion of a current annual term, except where required by law or expressly provided by the vendor agreement.

The customer is responsible for ensuring that its users comply with all applicable licence restrictions.

Cancellation or expiry of a licence may result in loss of access to software, functionality, support, updates, integrations or stored data.

7. Fees and payment

The customer must pay the fees stated in the applicable quotation, proposal, order, agreement or invoice.

Unless a different payment period is stated, invoices are payable within 14 calendar days of the invoice date.

The applicable document or invoice will state whether an amount includes or excludes GST.

The customer must notify Cumulus Technologies promptly if it disputes an invoice and provide reasonable details of the disputed amount. The undisputed portion remains payable by the due date.

If an invoice remains overdue, Cumulus Technologies may, after giving reasonable notice:

• suspend consulting or support services;
• postpone project work or delivery;
• suspend access to services controlled by Cumulus Technologies; or
• decline to renew or procure licences.

The customer remains responsible for fees and costs properly incurred before suspension or termination.

8. Customer responsibilities

The customer must:

• provide accurate and complete information;
• provide reasonable access to relevant personnel, systems, premises and documentation;
• make decisions and provide approvals within a reasonable time;
• maintain appropriate backups of its data and systems;
• comply with applicable laws and third-party agreements;
• ensure that it has authority to provide any information, software, data or materials supplied to Cumulus Technologies; and
• use supplied products and services only for lawful purposes.

Cumulus Technologies is not responsible for errors, delays or additional costs caused by the customer’s failure to meet these responsibilities.

9. Changes and variations

Either party may request a change to the scope, specifications, timing or deliverables.

Cumulus Technologies may provide a written variation describing:

• the requested change;
• additional or reduced fees;
• changes to project dates;
• revised assumptions; and
• any other impact on the engagement.

Cumulus Technologies is not required to commence a material variation until it has been approved by the customer.

10. Intellectual property

Each party retains ownership of intellectual property it owned or developed independently before the engagement.

The customer retains ownership of information, content, trademarks, data and other materials it supplies to Cumulus Technologies.

Ownership and licence rights for project-specific deliverables will be as stated in the applicable quotation, proposal or agreement.

Unless otherwise agreed in writing:

• Cumulus Technologies retains ownership of its pre-existing software, templates, frameworks, tools, methodologies, libraries, processes and reusable components;
• third-party software remains owned by the relevant third party; and
• any licence or transfer of rights to the customer is conditional on full payment of the applicable fees.

11. Confidentiality and privacy

Each party must take reasonable steps to protect confidential information received from the other party and must not disclose it except:

• for the purpose of performing or receiving the services;
• to personnel and professional advisers who need the information and are subject to confidentiality obligations;
• with the other party’s consent; or
• where disclosure is required by law.

Personal information handled by Cumulus Technologies will be managed in accordance with its Privacy Policy and applicable privacy laws.

12. Third-party products and services

Cumulus Technologies may resell, arrange, integrate or support products and services supplied by third parties.

Third-party products and services may be subject to:

• separate vendor terms;
• external hosting arrangements;
• usage limits;
• vendor support policies;
• price changes;
• product changes or discontinuation;
• data-location requirements; and
• availability outside the control of Cumulus Technologies.

Cumulus Technologies is not the manufacturer or developer of third-party products unless expressly stated otherwise.

Nothing in this clause limits any responsibility Cumulus Technologies has under a law that cannot be excluded.

13. Suspension and termination

Either party may terminate an engagement where the other party commits a material breach and does not remedy that breach within a reasonable period after receiving written notice.

Cumulus Technologies may suspend or terminate services immediately where reasonably necessary to:

• address a security risk;
• prevent unlawful activity;
• comply with a legal obligation or vendor direction;
• protect systems, data or other customers; or
• respond to a serious or repeated breach of licence conditions.

On termination, the customer must pay all properly incurred fees and charges up to the termination date, including any applicable committed or non-cancellable costs.

Refunds and cancellation charges are governed by the Refund and Cancellation Policy, the applicable agreement and Australian Consumer Law.

14. Consumer guarantees

Nothing in these Terms and Conditions excludes, restricts or modifies any guarantee, right or remedy that cannot lawfully be excluded under the Competition and Consumer Act 2010, including the Australian Consumer Law.

Where an applicable consumer guarantee is not met, the customer may be entitled to a remedy. The available remedy will depend on the circumstances and whether the failure is major or minor.

15. Liability

To the extent permitted by law, neither party will be liable to the other for indirect or consequential loss that was not reasonably foreseeable.

Each party must take reasonable steps to minimise any loss or damage arising from a breach or other event.

Nothing in these terms excludes or limits liability where doing so would be unlawful.

Any additional liability limits contained in an accepted quotation, proposal or separately signed agreement will apply subject to applicable law.

16. Dispute resolution

A party raising a dispute must notify the other party in writing and provide reasonable details.

The parties must first attempt to resolve the dispute through good-faith discussions between authorised representatives.

If the dispute cannot be resolved directly, the parties should consider mediation before commencing court proceedings, except where urgent interlocutory or injunctive relief is required.

17. Changes to these terms

Cumulus Technologies may update these Terms and Conditions from time to time.

Updated terms will apply to new quotations, orders, renewals and engagements from the effective date shown on the website.

Changes will not retrospectively alter an existing agreement unless agreed by the parties or permitted by that agreement and applicable law.

18. Governing law

These Terms and Conditions are governed by the laws of Queensland, Australia.

The parties submit to the jurisdiction of the courts and tribunals of Queensland and any courts entitled to hear appeals from them.

19. Contact details

Cumulus Technologies Pty Ltd
ABN: 86 145 986 090
Address: 8/86 Burnett Street, Buderim QLD 4556
Email: sales@cumulus.com.au
Website: cumulus.com.au