Last updated 5 October 2026.
1. Parties and agreement
These Service Terms are between WaTo Consulting Pty Ltd (ABN 96 626 938 663) of 54 Howards Road, Beverley SA 5009 ("WaTo", "we", "us" or "our") and the customer identified in an accepted quote, proposal, statement of work, service order or other ordering document (the "Order").
An agreement is formed when the customer signs or accepts an Order, instructs us to start, pays an invoice or deposit, or otherwise orders services after receiving these terms. A person accepting for a business confirms they are authorised to do so.
The agreement comprises, in descending order of priority for an inconsistency: the Order; any negotiated special conditions; the applicable service schedule; the SLA for service-level matters; these Service Terms; and the Acceptable Use Policy. A later signed document prevails to the extent it expressly changes an earlier one.
2. Scope and changes
We will provide the services and deliverables described in the Order with due care and skill. Items not reasonably described in scope are additional work. Either party may request a change. We will explain any material effect on fees, timing, dependencies or risk, and will not be required to perform the change until it is agreed.
Dates are estimates unless the Order expressly states a fixed date. We are not responsible for delay to the extent caused by the customer, a third party or an event beyond our reasonable control, but we will take reasonable steps to reduce the effect and keep the customer informed.
3. Customer responsibilities
The customer must provide timely and accurate information, decisions, content, approvals, access, facilities and authorised contacts reasonably needed for the work. The customer warrants that it is entitled to give us access to relevant accounts, systems, premises, devices, content and data.
The customer remains responsible for business decisions, legal and regulatory compliance, user conduct, internal policies, and maintaining appropriate insurance and business-continuity arrangements. Unless backup or disaster recovery is expressly in scope, the customer must maintain current, tested backups before work begins.
We may rely on customer instructions that reasonably appear to come from an authorised contact. We may pause and verify a request that is unusual, security-sensitive, high-risk or potentially unauthorised.
4. Fees, GST and payment
Fees are set out in the Order or, where not specified, our current disclosed rate schedule. Unless stated otherwise, prices are in Australian dollars and exclude GST. The customer must pay valid invoices within 7 days of the invoice date unless the Order states another period.
The customer must raise a genuine invoice dispute promptly, identify the disputed amount and reasons, and pay the undisputed part on time. The parties will work in good faith to resolve the dispute. We may recover reasonable third-party debt-recovery costs to the extent permitted by law.
We may suspend affected services for an overdue undisputed amount after giving reasonable written notice and an opportunity to remedy, except where immediate action is reasonably necessary to prevent loss or a security risk. We will consider the likely impact of suspension and will not suspend more services than reasonably necessary.
5. Expenses, purchases and third-party services
Approved travel, freight, parts, licences and other expenses may be charged as stated in the Order. Third-party products and services are subject to their vendor's terms, service levels, privacy practices and lifecycle. We will identify material third-party dependencies where reasonably practicable.
We may procure an item as agent for the customer or resupply it. Ownership and responsibility will be explained in the Order or invoice. Title to goods supplied by us passes when the relevant invoice is paid in full; risk passes on delivery, subject to any rights that cannot be excluded.
6. Intellectual property
Each party retains ownership of material it owned or developed independently of the engagement ("Background IP"). The customer owns its data, content, branding and materials. The customer gives us a limited licence to use them to provide the services.
On full payment, the customer receives the ownership or licence to project deliverables stated in the Order. We retain our Background IP, methods, templates, tools, know-how and reusable components, and grant the customer a perpetual, non-exclusive licence to use any of those elements embedded in a paid deliverable for the intended business purpose. Open-source and third-party components remain subject to their own licences.
7. Confidentiality and privacy
Each party must protect the other's confidential information, use it only for the agreement, and disclose it only to people who need it and are bound by suitable duties, or where disclosure is authorised or required by law. This does not cover information that is public without breach, already lawfully known, independently developed, or lawfully received from another source.
We handle personal information under our Privacy Policy. If the services involve material processing of regulated personal information on the customer's behalf, the parties will agree any additional privacy, security or data-processing terms reasonably required.
8. Security
Each party must use reasonable security practices for its responsibilities and promptly notify the other of a suspected incident materially affecting the services or shared data. No service can eliminate every cyber risk. Security outcomes depend on the agreed scope, supported systems, timely patching, customer decisions and user behaviour.
We may take proportionate emergency action to contain a credible threat, including isolating a device or temporarily restricting access. We will notify the customer as soon as reasonably practicable and work to restore normal service safely.
9. Warranties and Australian Consumer Law
Each party warrants that it has authority to enter the agreement. We warrant that services will be supplied with due care and skill. Nothing in the agreement excludes, restricts or modifies a consumer guarantee, right, remedy or liability that cannot lawfully be excluded, including under the Australian Consumer Law.
Subject to those non-excludable rights and any express commitment in an Order, we do not warrant uninterrupted or error-free operation, prevention of every incident, recovery of every item of data, or a result controlled by a customer or third party.
10. Liability
To the extent permitted by law, neither party is liable to the other for indirect or consequential loss that was not reasonably foreseeable when the agreement was made. Each party must take reasonable steps to avoid or reduce loss.
Where liability can lawfully be limited, our aggregate liability arising from an event or related events is limited to the fees paid or payable for the affected services during the 12 months before the event. That cap does not apply to fraud, wilful misconduct, death or personal injury caused by negligence, infringement of the other party's intellectual property, breach of confidentiality or privacy obligations, payment obligations, or liability that cannot legally be capped. Any permitted limitation is reduced to the extent the other party's act or omission contributed to the loss.
11. Term, termination and transition
The agreement starts on acceptance and continues for the term in the Order. Either party may terminate for a material breach that is not remedied within 14 days after written notice, or immediately where the breach cannot be remedied, insolvency occurs, or continued performance would be unlawful or create a serious safety or security risk.
Convenience termination and any minimum term are as stated in the Order. On termination, the customer must pay for services properly supplied, approved commitments and reasonable wind-down work up to the termination date. We will provide reasonable transition assistance at the applicable rate and return or make available customer data in an agreed standard format, subject to law, technical feasibility and payment of undisputed amounts. Each party must return or securely dispose of confidential information when no longer required, subject to lawful retention and ordinary backups.
12. Disputes
A party raising a dispute must give details and the outcome sought. A representative from each party with authority to resolve it will meet or speak in good faith. If it remains unresolved after 10 business days, either party may propose mediation in Adelaide before commencing court proceedings. This does not prevent urgent injunctive relief, debt recovery for an undisputed amount, or use of a statutory complaint or tribunal process.
13. General
Neither party may transfer the agreement without the other's consent, not to be unreasonably withheld, except to a related entity or as part of a genuine sale of the relevant business where the successor can perform the obligations. We may use suitably qualified personnel and subcontractors and remain responsible for their work within our scope.
Notices may be sent to the contacts in the Order by email or post. A waiver must be clear and does not waive later rights. If a provision is unenforceable, it is read down or severed to the minimum extent necessary. The agreement is governed by the laws of South Australia and applicable Commonwealth laws, and the parties submit to courts with jurisdiction in South Australia.
These online terms may be updated for future Orders or renewals. An update does not retrospectively change an existing fixed-term agreement unless the parties agree or the agreement expressly permits the change with reasonable notice.
