Terms & Conditions

1.1 Definitions

In these Terms and Conditions the following terms have the meanings set out below:

1.2 Interpretation

Headings are for convenience only. References to clauses are to clauses of these Terms and Conditions. Words importing the singular include the plural and vice versa. References to "to the maximum extent permitted by law" acknowledge that certain rights and remedies under the ACL and other applicable consumer protection legislation cannot be lawfully excluded or limited.

2.1 Services Definition

The Services are strictly limited to the following physical maintenance activities only:

1. Physical cleaning and dust removal from server room environments using ESD-safe methods
2. Cable management, organisation, and strain relief (physical work only)
3. Labelling and documentation of cabling infrastructure for visual reference
4. Airflow assessment: physical observation and physical optimisation of cable routing
5. Visual inspection and photographic documentation
6. Any other services specifically described in the Quotation

2.2 Services Exclusions

1. Network troubleshooting, diagnostics, configuration, or performance optimisation
2. Configuration changes to Client Equipment, firmware, or software
3. Repair or replacement of faulty equipment or testing of equipment functionality
4. Testing or validation of network connectivity, throughput, latency, or system performance
5. Electrical work requiring licensed electricians or compliance certification
6. Upgrades, patches, or modifications to systems, software, or firmware
7. Data migration, backup, recovery, restoration, or verification services
8. Any guarantee or warranty regarding system performance, uptime, functionality, energy efficiency, cooling performance, or equipment longevity post-service
9. Monitoring, management, or oversight of security controls, access systems, or compliance frameworks
10. Logical access to systems, accounts, credentials, or administrative interfaces unless expressly required and documented in writing

2.3 No Performance Guarantees

The Client acknowledges and agrees that:

1. The Services relate to physical organisation, cleaning, and documentation only
2. Improved physical organisation does not guarantee improved network performance, system speed, reduced failures, extended equipment life, energy savings, or cooling efficiency
3. Any references in marketing materials, proposals, or communications to potential benefits are indicative only, represent potential outcomes dependent on multiple external factors, and are not guaranteed, warranted, or measurable outcomes
4. The Provider makes no representations regarding energy savings, PUE improvements, carbon footprint reduction, hardware longevity, MTBF, or any quantified sustainability or environmental impact
5. Any environmental or sustainability claims are limited to documented physical improvements only and do not extend to operational, financial, or performance outcomes

2.4 Supply of Products

Where the Provider supplies Products (including cables, patch panels, labels, ties, or other consumables):

1. Products are supplied as a convenience and are not part of the core Services
2. The Provider acts solely as a supplier and not as the manufacturer or importer of Products
3. All Products are sold subject to the manufacturer's warranty and guarantees
4. The Client must direct warranty claims, defect notifications, and product-related issues to the manufacturer or importer
5. The Provider's liability in relation to Products is limited as set out in clause 6.12
6. Damage caused solely by the Provider's negligent physical installation of an otherwise compliant and non-defective Product is treated as a Services issue under clause 6

3.1 Pre-Service Requirements

The Client must:

1. Provide complete, accurate, and up-to-date information about the Environment, including all hazards, access restrictions, security requirements, sensitive equipment, critical systems, and fragile or end-of-life equipment
2. Ensure appropriate access rights, security clearances, site inductions, and permissions are granted to Provider personnel at least 48 hours prior to the scheduled service date
3. Back up all data, configurations, and systems prior to the scheduled service date and verify backup integrity. The Provider is not responsible for data backup, verification, or recovery
4. Identify and communicate in writing any critical systems, fragile equipment, equipment under warranty that must not be touched, or no-touch zones
5. Provide current network diagrams, cabling documentation, equipment inventories, asset registers, and compliance documentation where available
6. Arrange for supervision or technical oversight by qualified Client personnel during service delivery if required by Client policies or if requested by the Provider
7. Review and approve the Pre-Condition Report in writing prior to commencement of work

3.2 Change Management and Downtime Risk

The Client must:

1. Integrate the Services into its formal change management processes where applicable
2. Approve a Change Window in writing for any work involving live systems, energised equipment, or potential for disruption
3. Accept full responsibility for any consequences arising from inadequate change management procedures, unapproved work, or work performed outside agreed Change Windows at the Client's instruction
4. Ensure all relevant internal stakeholders, users, and third parties are notified of scheduled Services and potential disruption

3.3 Environment Safety and Compliance

The Client warrants and represents that:

1. The Environment is safe for access and work performance
2. All electrical systems comply with AS/NZS 3000:2018 Wiring Rules and are properly maintained
3. All environmental hazards (asbestos, electrical risks, structural issues, hazardous materials, confined spaces, heat stress zones) have been disclosed in writing
4. The Provider has been informed in writing of any special handling requirements, permits, or safety equipment needed
5. All required permits, approvals, and regulatory compliance for the work have been obtained by the Client

3.4 Acknowledgment of Inherent Risks

The Client acknowledges and accepts that:

1. Any physical interaction with cabling, equipment, racks, or infrastructure in a live environment carries inherent risk of disruption, disconnection, or failure regardless of care taken
2. Legacy systems, poorly documented infrastructure, aged equipment, or equipment at or beyond end-of-life may have unknown vulnerabilities, latent defects, or heightened failure risk
3. Mislabelled, unlabelled, or undocumented connections may exist
4. Pre-existing faults, degraded components, or latent defects may be revealed, triggered, or accelerated during service delivery even when the Provider exercises reasonable care
5. The Provider cannot guarantee zero-disruption service in all circumstances
6. The Client is solely responsible for business continuity planning, redundancy, failover systems, and mitigation of business impact from any service disruption

4.1 Mandatory Assessment

Prior to commencing Services, the Provider will:

1. Conduct a visual inspection and risk assessment of the Environment and Client Equipment
2. Photograph all racks, cable runs, equipment configurations, connections, and relevant infrastructure
3. Document all observable pre-existing conditions including damaged or degraded cables, mislabelled connections, equipment showing signs of overheating or malfunction, safety hazards, and non-compliant installations

4.2 Pre-Condition Report

The Provider will provide the Client with a written Pre-Condition Report identifying:

1. All observable issues, risks, pre-existing defects, and equipment condition concerns
2. Equipment or cabling recommended for exclusion from Services due to age, fragility, or risk
3. Any recommended changes to the scope, methodology, or phasing of work
4. Risk factors, safety concerns, or conditions that may affect service delivery or outcomes

4.3 Client Approval and Release

The Client must review and approve the Pre-Condition Report in writing (email or signature) before Services commence. By approving the Report, the Client:

1. Acknowledges all documented pre-existing conditions, defects, and risks
2. Accepts the risks identified and agrees to proceed with Services
3. Releases and indemnifies the Provider from liability for any loss, damage, failure, or claim arising from pre-existing conditions documented in the Report, except to the extent directly caused by the Provider's negligence or wilful misconduct during service delivery
4. Accepts that work will proceed on the basis of the approved scope and exclusions

4.4 Right to Refuse or Suspend Service

The Provider reserves the absolute right to:

1. Refuse to perform Services if the Environment poses unacceptable safety, legal, or liability risks
2. Exclude specific equipment, racks, systems, or areas from the Services scope
3. Recommend third-party specialists for high-risk, aged, or specialised equipment
4. Suspend or cease Services immediately if undisclosed hazards, unsafe conditions, critical equipment issues, or misrepresented risks are discovered
5. Require additional safety measures, supervision, insurance, or indemnities before proceeding

The Provider is not liable for any delay, non-performance, or termination arising from the exercise of these rights.

4.5 Photographic Evidence Standard

All photographic documentation provided in Pre-Condition Reports and Completion Reports:

1. Is provided for visual reference and documentation purposes only
2. May not capture all conditions, defects, angles, or equipment states
3. Does not constitute a comprehensive audit, inspection, or certification
4. Should not be relied upon as the sole evidence of equipment condition. The Client retains responsibility for independent verification of critical systems
5. The Provider is not liable for conditions, defects, or issues not visible or not captured in photographs

5.1 Work Methodology

The Provider will use commercially reasonable efforts to:

1. Apply structured cabling standards (TIA-568, TIA-569, AS/NZS 3080) as guidelines where applicable to physical cable organisation
2. Use ESD-safe tools, wrist straps, mats, and anti-static equipment where appropriate
3. Employ HEPA-filtered vacuum equipment for dust removal
4. Maintain a no-live-disconnect policy unless within an approved Change Window and with explicit written Client authorisation
5. Document all work performed with before/during/after photography
6. Maintain work logs detailing actions taken

5.2 Qualified Personnel

Services will be performed by personnel with relevant qualifications, training, and experience appropriate to the scope of work. The Provider may engage subcontractors to perform Services, and remains responsible for subcontractor acts and omissions as if performed by the Provider directly, provided such subcontractors are adequately insured and bound by confidentiality obligations equivalent to those in these Terms.

The Client releases and indemnifies the Provider from any claims, actions, or liabilities brought directly against subcontractors, and agrees that its sole recourse is against Green Cable Solutions. The Client will not pursue, sue, or join subcontractors in any claim arising from the Services.

5.3 Compliance with Client Policies

The Provider will comply with reasonable Client site access, security, safety, and operational policies provided in writing at least 48 hours prior to service commencement. The Provider is not responsible for compliance with policies not disclosed in writing or for interpreting ambiguous or conflicting Client policies.

6.1 Maximum Liability Cap

Subject to clauses 6.7, 6.8, and 6.13, and to the maximum extent permitted by law, the Provider's total aggregate liability is limited to the lowest of:

For the avoidance of doubt, liability is capped at the lowest of these three amounts (the Liability Cap).

6.2 Exclusion of Consequential Loss

To the maximum extent permitted by law, the Provider excludes all liability for any indirect, incidental, special, consequential, punitive, exemplary, or remote loss or damage of any kind, including but not limited to:

1. Loss of revenue, income, profit, anticipated savings, contracts, or business opportunity
2. Loss of data, information, databases, or records
3. Loss of goodwill, reputation, or customer relationships
4. Loss of or damage to Client Equipment or Third Party Systems not directly caused by the Provider's physical actions during service delivery
5. Business interruption, downtime, system unavailability, or inability to use systems
6. Third party claims, demands, actions, or liabilities (except as provided in clause 6.6)
7. Breach of service level agreements between the Client and its customers, partners, or third parties
8. Any loss, damage, failure, or claim occurring or first discovered more than 48 hours after completion of Services
9. Pure economic loss not directly caused by physical damage to property
10. Penalties, fines, or regulatory sanctions imposed on the Client

6.3 Pre-Existing Conditions and Latent Defects

To the maximum extent permitted by law, the Provider is not liable for any loss, damage, failure, disruption, or claim arising from:

1. Pre-existing conditions, defects, wear, deterioration, or equipment vulnerabilities, whether documented in the Pre-Condition Report or not
2. Latent defects, hidden faults, design flaws, manufacturing defects, or installation errors predating the Services
3. Age-related failures, end-of-life equipment, or equipment operating beyond manufacturer-recommended service life
4. Failures triggered by the Services where the underlying equipment or infrastructure was already compromised, degraded, or vulnerable
5. Mislabelled, unlabelled, undocumented, or incorrectly documented connections, circuits, or systems

6.4 Excluded Circumstances

To the maximum extent permitted by law, the Provider is not liable for loss, damage, or claims caused by or arising from:

1. Inaccurate, incomplete, misleading, or withheld information provided by the Client
2. The Client's failure to comply with any of its obligations under clause 3
3. The Client's failure to follow, implement, or act upon the Provider's recommendations, warnings, or risk notifications
4. Unauthorised modifications, repairs, or interference with Client Equipment after service delivery
5. Force Majeure Events as defined in clause 11
6. Failure, malfunction, unavailability, or insecurity of Third Party Systems, services, software, networks, or infrastructure
7. Acts, omissions, negligence, or wilful misconduct of the Client, its employees, contractors, agents, or representatives
8. Security breaches, cyberattacks, malware, ransomware, or unauthorised access not directly and solely caused by the Provider's negligent acts during service delivery
9. Normal wear and tear, deterioration, aging, environmental factors, or gradual degradation of equipment post-service
10. The Client's failure to maintain adequate backups, redundancy, failover systems, or business continuity measures

6.5 Notice Requirement and Time Bar

The Client must provide the Provider with reasonable access to inspect, investigate, and assess any alleged issue before pursuing any claim or remedy.

6.6 Client Indemnity for Third Party Claims

The Client will indemnify, defend, and hold harmless the Provider from and against all third party claims, demands, actions, losses, damages, liabilities, costs, and expenses arising from or related to:

1. Breach by the Client of any third party agreements, service level agreements, contracts, or obligations
2. Claims by the Client's customers, end users, partners, suppliers, or other third parties
3. Data breaches, security incidents, or privacy violations not directly and solely caused by the Provider's negligent acts
4. Misuse, misrepresentation, or unauthorised distribution of the Provider's reports, recommendations, documentation, or Deliverables by the Client
5. The Client's failure to comply with applicable laws, regulations, standards, or industry codes
6. Any act, omission, negligence, or breach by the Client, its employees, contractors, or agents

This indemnity does not apply to the extent that a third party claim arises directly and solely from the Provider's negligence or wilful misconduct proven in a final court judgment.

6.7 Non-Excludable Consumer Rights

Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred by the ACL or other applicable law that cannot lawfully be excluded, restricted, or modified. Where the Client is a consumer within the meaning of the ACL, the Provider's liability for breach of a consumer guarantee is limited, at the Provider's option, to: (a) supplying the Services again, or (b) payment of the cost of having the Services supplied again.

6.8 Limitation for Business Clients

Where the Client acquires the Services wholly or predominantly for business purposes and the total contract value equals or exceeds $100,000 including GST, the Provider's liability for breach of any consumer guarantee is limited, at the Provider's option, to:

1. Supplying the Services again, or
2. Payment of the cost of having the Services supplied again

For business clients meeting these criteria, liability is further subject to the Liability Cap in clause 6.1 to the maximum extent permitted by law.

6.9 Proportionate Liability

To the maximum extent permitted by law, including under Part IVAA of the Wrongs Act 1936 (SA) and equivalent legislation, the Provider's liability for any claim is reduced proportionately to the extent that the Client's acts, omissions, breach, negligence, or contributory conduct caused or contributed to the loss or damage. The Provider is liable only for its own proportionate share of the loss and is not jointly and severally liable with any other person.

6.10 Mitigation

The Client must take all reasonable steps to mitigate any loss or damage arising from the Services. The Provider is not liable for any loss or damage that could have been avoided or reduced by reasonable mitigation efforts by the Client.

6.10A Client Contribution Defence

To the maximum extent permitted by law, the Provider's liability is reduced proportionately where the Client has contributed to any loss, damage, or claim by:

1. Failing to maintain adequate and verified backups prior to service delivery
2. Failing to follow the Provider's recommendations, warnings, or risk notifications
3. Failing to disclose critical information, hazards, or requirements
4. Delaying notification of issues beyond reasonable timeframes
5. Failing to implement reasonable business continuity or redundancy measures
6. Operating equipment beyond manufacturer-recommended service life without disclosure
7. Failing to maintain equipment in accordance with manufacturer specifications

6.11 Acknowledgment of Risk Allocation

The Client acknowledges that the limitations, exclusions, and risk allocations in this clause 6 are fair and reasonable having regard to the nature of the Services as physical maintenance only, the inherent risks of working in live IT environments with aged or legacy infrastructure, the fees charged, and the Client's superior knowledge of and control over its own systems and business requirements.

6.12 Limitation of Liability for Products

Where the Provider supplies Products, the Provider's liability is limited, at the Provider's option, to:

1. Replacement of the Products
2. Supply of equivalent Products
3. Payment of the cost of replacing the Products or acquiring equivalent Products, or
4. Repair of the Products or payment of the cost of having the Products repaired

The Provider excludes all liability for consequential loss arising from defective Products to the maximum extent permitted by law. Damage caused solely by the Provider's negligent installation of an otherwise compliant and non-defective Product is treated as a Services issue under clause 6.1.

6.13 Non-Excludable Liability

Nothing in these Terms excludes or limits the Provider's liability for: (a) death or personal injury caused by the Provider's negligence; (b) fraud or wilful misconduct by the Provider; or (c) any other liability that cannot be lawfully excluded or limited under applicable law.

6.14 Liquidated Damages

The parties agree that service credits specified in any Service Level Agreement represent a genuine pre-estimate of the Client's loss arising from service level metric failures and constitute liquidated damages, not penalties. Service credits are the sole and exclusive financial remedy for administrative service failures, and no other damages are recoverable for such metric failures.

7.1 Provider's Insurance

The Provider maintains the following insurance cover:

The Provider will provide certificates of currency upon reasonable written request. The existence of insurance does not increase the Liability Cap or expand the scope of liability beyond what is set out in clause 6.

7.2 Client's Insurance Responsibility

The Client is solely responsible for maintaining appropriate and adequate insurance coverage for:

1. Client Equipment, infrastructure, and physical assets
2. Business interruption, loss of income, and loss of profits
3. Data loss, corruption, and recovery
4. Cyber liability, security incidents, and privacy breaches
5. Third party claims and liabilities
6. Any risks excluded from the Provider's liability under clause 6

The Client must not rely on the Provider's insurance as a substitute for its own comprehensive coverage.

7.3 Waiver of Subrogation

To the maximum extent permitted by law, each party waives all rights of subrogation against the other party and its insurers to the extent that any loss or damage is covered by that party's own insurance.

8.1 Site Inspection Fee

8.2 Quotation Validity and Acceptance

Quotations are valid for 30 days from the date of issue unless otherwise stated. Acceptance of a Quotation forms a binding Agreement incorporating these Terms and Conditions. The Client is deemed to have read, understood, and agreed to these Terms upon acceptance of any Quotation.

9.1 Deliverables and Reports

All reports, documentation, photographs, diagrams, methodologies, templates, and Deliverables created by the Provider, and all intellectual property rights in them, remain the sole and exclusive property of the Provider. The Client is granted a non-exclusive, non-transferable, royalty-free licence to use the Deliverables solely for the Client's internal business purposes related to the Environment.

The Client must not:

1. Sublicense, distribute, publish, or commercialise the Deliverables
2. Remove or alter any copyright, trademark, or proprietary notices
3. Use the Deliverables for any purpose other than managing and maintaining the specific Environment to which they relate
4. Provide the Deliverables to third parties except as reasonably necessary for the Client's internal operations (such as to IT contractors or auditors under confidentiality obligations)

The Provider may revoke this licence immediately if the Client breaches these restrictions. Upon revocation, the Client must immediately destroy or return all copies of the Deliverables and certify such destruction or return in writing.

9.2 Confidential Information

Each party agrees to keep confidential all Confidential Information disclosed by the other party and to use it solely for the purpose of performing or receiving the Services. Confidential Information means technical data, network architecture, system configurations, security procedures, business information, and any information marked confidential or reasonably understood to be confidential.

Confidential Information does not include information that is public, already known, independently developed, lawfully obtained from third parties, or required to be disclosed by law with prompt notice to the disclosing party. Confidentiality obligations survive termination for 5 years, or indefinitely for trade secrets.

10.1 Fees and Payment Due Date

For One-Off Services

Payment is due immediately upon completion of Services unless otherwise agreed in writing before Services commence. The Provider will invoice upon completion, and payment must be made on the same Business Day where reasonably practicable, or by the next Business Day. Where the Provider agrees in writing to special payment arrangements, payment terms of 14 days from invoice date may be granted.

For Recurring Services (Quarterly Care Plans)

1. Payment is due in advance for the 12-month service period
2. The Provider will invoice upon acceptance of the Quotation for the full annual fee
3. Payment must be made within 7 days of invoice date to confirm booking
4. Services will be delivered quarterly as per the Maintenance Schedule
5. If the Client terminates after services have commenced, fees are non-refundable for visits already performed and the Provider will refund the pro-rata portion for unperformed visits
6. Annual contracts renew automatically unless either party provides 30 days written notice prior to renewal date

10.1A Time-Based Service Delivery

Where the Quotation specifies time-based charging:

1. All services include a minimum service period as specified in the Quotation (typically 3 hours)
2. Work exceeding the minimum period is charged in 30-minute increments at the rate specified in the Quotation
3. Time is calculated from arrival at site to completion of work, including Pre-Condition Assessment, physical work, and Completion Report preparation
4. The Client will be notified if the estimated time will be exceeded and provided with updated pricing before continuing, where reasonably practicable
5. The final invoice will itemise all time charges for transparency

10.2 Cancellation Policy

10.3 Late Payment

Overdue amounts accrue interest at the rate of 10% per annum calculated daily from the due date until payment in full. The Provider may suspend or refuse further services while any amount remains overdue.

10.4 Disputed Invoices

If the Client disputes any invoice, the Client must notify the Provider in writing within 7 days of the invoice date with detailed reasons. The Client must pay the undisputed portion by the due date. Disputes will be resolved in good faith within 14 days.

10.5 GST

All fees and charges under these Terms and any Quotation are exclusive of GST. The Provider is not currently registered for GST and does not charge GST at this time. If the Provider becomes registered for GST in the future, GST will become payable by the Client in addition to all applicable fees at the prevailing rate. The Provider will provide reasonable written notice of any change in GST registration status before it takes effect.

11.1 Definition and Effect

A Force Majeure Event means any event beyond a party's reasonable control including acts of God, pandemic, war, terrorism, government action, industrial disputes, utility failures, cyber-attacks, or third party failures.

If a Force Majeure Event prevents or delays performance:

1. The affected party is excused from performance to the extent prevented
2. Time for performance is extended for the duration of the Force Majeure Event
3. The affected party must notify the other promptly and take reasonable mitigation steps
4. Neither party is liable to the other for any loss, damage, cost, or expense arising from or related to the Force Majeure Event

If a Force Majeure Event continues for more than 90 days, either party may terminate on written notice without liability, except for payment of fees for work completed.

12.1 Termination Rights

Either party may terminate the Agreement:

1. For convenience before Services commence, subject to the cancellation policy in clause 10.2
2. Immediately if the other party commits a material breach and fails to remedy within 14 days of written notice
3. Immediately if the other party becomes insolvent or ceases business
4. The Provider may terminate or suspend immediately if safety, access, payment, or Client compliance issues arise

12.2 Effect of Termination

Upon termination:

1. The Client must immediately pay all fees for Services performed to the date of termination
2. The Provider will provide all completed Deliverables
3. Clauses 6 (Limitation of Liability), 9 (IP and Confidentiality), 10 (Payment), and any other provisions intended to survive will continue in full force

13.1 Good Faith Negotiation and Mediation

Before commencing formal legal proceedings, the parties must attempt to resolve any dispute through good faith negotiations for at least 30 days. If negotiation fails, the parties agree to mediate through a mediator agreed between them or appointed by the Law Society of South Australia. The costs of mediation will be shared equally unless otherwise agreed.

13.2 Litigation

If mediation fails or is inappropriate, either party may commence litigation. Each party must continue to perform its obligations under the Agreement during any dispute, except where termination rights have been exercised.

14.1 Entire Agreement

The Agreement comprising the Quotation, these Terms and Conditions, and any Service Level Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, and agreements, whether written or oral.

14.2 Amendments

Amendments must be in writing and signed by both parties. The Provider may update these Terms from time to time by posting updated Terms on its website, which will apply to Quotations accepted after the update date.

14.3 Severability

If any provision is invalid, illegal, or unenforceable, it is severed to the minimum extent necessary without affecting the remaining provisions. The parties intend that limitations and exclusions in clause 6 be enforced to the maximum extent permitted by law, and if any limitation is found excessive, it is reduced to the maximum enforceable extent, not struck down entirely.

14.4 Waiver

No waiver of any right is effective unless in writing and signed. Waiver of one breach does not constitute waiver of any other breach or ongoing right.

14.5 Assignment and Subcontracting

Neither party may assign the Agreement without the other's prior written consent. The Provider may engage subcontractors to perform Services and remains fully responsible for subcontractor acts and omissions as if performed by the Provider directly. The Client releases and indemnifies the Provider from any claims brought directly against subcontractors and agrees that its sole recourse is against Green Cable Solutions. The Client will not pursue, sue, or join subcontractors in any claim arising from the Services.

14.6 Notices

Notices must be in writing and delivered by email with read receipt, registered post, or hand delivery to the addresses specified in the Quotation. Notices are deemed received on delivery if during Business Hours, or at 9am on the next Business Day if outside Business Hours.

14.7 Relationship

The parties are independent contractors. Nothing creates a partnership, joint venture, agency, employment, or fiduciary relationship.

14.8 Governing Law and Jurisdiction

The Agreement is governed by the laws of South Australia. Each party irrevocably submits to the non-exclusive jurisdiction of the courts of South Australia and courts of appeal from them.

15.1 Client Acknowledgment

By accepting the Quotation incorporating these Terms and Conditions, the Client acknowledges and confirms that:

1. The Client has read, understood, and agrees to be bound by these Terms and Conditions
2. The Client has had a reasonable opportunity to seek independent legal, technical, and insurance advice
3. The Client understands and accepts the limitations of liability, exclusions, risk allocations, and indemnities in clause 6
4. The Client understands that the Services are physical maintenance only and do not guarantee system performance improvements, energy savings, or equipment longevity
5. The Client accepts responsibility for ensuring adequate backups, business continuity measures, redundancy, and insurance coverage for all excluded risks
6. The Client understands and accepts the inherent risks of physical intervention in live or legacy IT environments
7. The Client understands the payment terms including immediate payment for one-off services, advance payment for recurring services, site inspection fees, time-based charging, and the cancellation policy
8. The Client understands that Products are subject to manufacturer warranties and the Provider's limited liability as set out in clause 6.12
9. The Client acknowledges that the fees charged reflect the limited scope of Services and the risk allocation in these Terms, and that more comprehensive services or broader liability coverage would require materially higher fees
10. Where the Client is a business, the Client confirms it is acquiring the Services wholly or predominantly for business purposes