Terms of Service: Emergency Support

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In these Terms of Service (“Terms”), unless the context requires otherwise:

• “Active Customer” means a customer who holds a current and valid Master Service Agreement (MSA) with NEOBADGER PTY LTD.
• “Australian Consumer Law” or “ACL” means Schedule 2 of the Competition and Consumer Act 2010 (Cth).
• “Customer” means the person or entity submitting an Emergency Support Request.
• “Emergency Support” or “Incident Support” means urgent technical assistance provided by NEOBADGER PTY LTD or its Authorised Partners in response to a Critical Outage.
• “Critical Outage” means a significant technical failure or malfunction that substantially prevents a Customer from conducting their normal business operations.
• “Licence Fee” means the fee of AU$220.00 (excluding GST) payable for access to Emergency Support Services.
• “Support Pin” means the unique verification code issued to Active Customers to confirm their eligibility for Emergency Support Services.
• “Authorised Partners” means independent contractors and freelance professionals engaged by NEOBADGER PTY LTD to provide Emergency Support Services.
• “We”, “Us”, “Our” means NEOBADGER PTY LTD.
• “Payment Processor” means Stripe Payments Australia Pty Ltd and any other third-party payment processing services used by NEOBADGER PTY LTD.
• “Services” means the Emergency Support and Incident Support services described in these Terms.

1.2 Interpretation

• References to amounts in dollars ($ or AU$) are references to Australian currency.
• References to legislation include any amendments, re-enactments, or replacements of that legislation.
• Headings are for convenience only and do not affect interpretation.
• Words importing the singular include the plural and vice versa.’

2. SCOPE OF SERVICES

2.1 Emergency Support Services

NEOBADGER PTY LTD provides Emergency Support Services to assist Customers experiencing Critical Outages. Services may include, but are not limited to:

• Immediate incident assessment and triage
• Technical troubleshooting and diagnosis
• Emergency fixes and temporary solutions
• Coordination with third-party service providers where necessary
• Documentation of incident details and resolution steps

2.2 Service Delivery

Emergency Support Services may be provided by:

• NEOBADGER PTY LTD employees or directors
• Authorised Partners engaged by NEOBADGER PTY LTD

NEOBADGER PTY LTD reserves the right to determine the most appropriate resource to respond to any Emergency Support Request.

2.3 Service Exclusions

Emergency Support Services do not include:

• Routine maintenance or non-urgent support requests
• Issues arising from Customer negligence or misuse
• Third-party software or hardware issues outside NEOBADGER PTY LTD’s area of expertise
• Training or ongoing consultancy services
• Project work or development services

3. ELIGIBILITY AND ACCESS

3.1 Eligible Customers

Emergency Support Services are primarily available to Active Customers who hold a current Master Service Agreement (MSA) with NEOBADGER PTY LTD.

3.2 Support Pin Verification

Active Customers are provided with a unique Support Pin to verify their eligibility. Customers must safeguard their Support Pin and must not share it with unauthorised parties.

3.3 Non-Active Customers

Customers without an Active MSA may request Emergency Support Services, subject to:

• Payment of the Licence Fee
• Acceptance of the request at NEOBADGER PTY LTD’s sole discretion
• Payment of any additional hourly charges for time spent by support staff

NEOBADGER PTY LTD reserves the right to decline Emergency Support Requests from non-Active Customers at any time without providing reasons.

4. FEES, PAYMENTS AND REFUNDS

4.1 Licence Fee

The Licence Fee for Emergency Support Services is AU$220.00 (excluding GST). This fee is charged at the time of submitting an Emergency Support Request.

4.2 Fee Waiver for Active Customers

Active Customers may waive the Licence Fee by entering their valid Support Pin in the “Discount code” field during the payment process. The Support Pin must be current and valid at the time of the request.

4.3 Forgotten Support Pin

If an Active Customer has forgotten their Support Pin, they may still submit an Emergency Support Request by paying the Licence Fee. Upon verification of their Active Customer status, NEOBADGER PTY LTD will process a refund of the Licence Fee less any payment processing fees incurred.

4.4 Payment Processing

All payments are processed securely through Stripe or other authorised Payment Processors. By submitting payment, you agree to the terms and conditions of the applicable Payment Processor.

4.5 Payment Processing Fees

All refunds processed by NEOBADGER PTY LTD will be subject to deduction of payment processing fees charged by our Payment Processor. These fees are typically between 1.75% and 2.9% plus a fixed transaction fee, and are retained by the Payment Processor regardless of refunds issued. NEOBADGER PTY LTD cannot refund amounts retained by the Payment Processor.

4.6 Refund Processing Time

Refunds will be processed within 21 business days of verification and approval. Refunds will be issued to the original payment method used for the transaction.

4.7 Rejected Applications

NEOBADGER PTY LTD reserves the right to reject Emergency Support Requests from non-Active Customers. In such cases, the Licence Fee will be refunded less any payment processing fees incurred.

4.8 Additional Charges for Non-Active Customers

Non-Active Customers who are provided Emergency Support Services will be charged:

• The Licence Fee of AU$220.00 (excluding GST); plus
• Hourly charges for all time spent by support staff at NEOBADGER PTY LTD’s current standard rates

Hourly charges will be invoiced separately within 7 business days of service completion and are payable within 7 days of invoice date.

4.9 GST

All fees are exclusive of GST unless otherwise stated. GST will be added to all fees where applicable in accordance with Australian taxation law.

4.10 No Refunds for Services Rendered

Once Emergency Support Services have been provided, the Licence Fee and any hourly charges are non-refundable, except where required by the Australian Consumer Law.

5. ABUSE PREVENTION AND PENALTIES

5.1 Prohibited Conduct

Customers must not:

• Submit false or misleading information in Emergency Support Requests
• Abuse or misuse the Emergency Support system
• Submit frivolous or non-urgent requests through the Emergency Support channel
• Share their Support Pin with unauthorised parties
• Attempt to circumvent payment requirements
• Engage in abusive, threatening, or inappropriate behaviour toward NEOBADGER PTY LTD staff or Authorised Partners

5.2 Abuse Fee

NEOBADGER PTY LTD reserves the right to charge an administrative fee of AU$50.00 (plus GST) for abuse of the Emergency Support system. This includes, but is not limited to:

• Repeated submission of non-urgent requests
• Submission of false information
• Misuse of Support Pins
• Inappropriate conduct toward support staff

5.3 Service Suspension

NEOBADGER PTY LTD reserves the right to suspend or terminate access to Emergency Support Services for any Customer who engages in prohibited conduct or abuses the system.

6. SERVICE LEVELS AND RESPONSE TIMES

6.1 Best Efforts Basis

Emergency Support Services are provided on a best efforts basis. While NEOBADGER PTY LTD will endeavour to respond promptly to all Emergency Support Requests, no specific response times are guaranteed.

6.2 No Guarantee of Resolution

NEOBADGER PTY LTD does not guarantee that all Critical Outages can be resolved through Emergency Support Services. Some issues may require extended investigation, third-party intervention, or may be outside NEOBADGER PTY LTD’s capacity to resolve.

6.3 Resource Availability

Emergency Support Services are subject to availability of NEOBADGER PTY LTD staff and Authorised Partners. Response times may vary depending on time of day, current workload, and resource availability.

7. CUSTOMER OBLIGATIONS

7.1 Accurate Information

Customers must provide accurate, complete, and truthful information when submitting Emergency Support Requests, including:

• Description of the Critical Outage
• Impact on business operations
• Relevant system or technical information
• Contact details
• MSA status and Support Pin (if applicable)

7.2 Cooperation

Customers must:

• Cooperate fully with NEOBADGER PTY LTD staff and Authorised Partners
• Provide timely access to systems, information, and resources required to diagnose and resolve issues
• Respond promptly to requests for information or clarification
• Follow reasonable instructions provided by support staff

7.3 Security

Customers are responsible for:

• Maintaining the confidentiality of their Support Pin
• Ensuring authorised personnel only submit Emergency Support Requests
• Protecting access credentials and system security
• Notifying NEOBADGER PTY LTD immediately if their Support Pin is compromised

8. LIABILITY AND INDEMNITY

8.1 Limitation of Liability

To the maximum extent permitted by law, NEOBADGER PTY LTD’s total liability for any claim arising from or in connection with Emergency Support Services (whether in contract, tort including negligence, or otherwise) is limited to the amount of fees paid by the Customer for the specific Emergency Support Service giving rise to the claim.

8.2 Exclusion of Consequential Loss

To the maximum extent permitted by law, NEOBADGER PTY LTD excludes all liability for any indirect, incidental, special, consequential, or punitive damages, including but not limited to:

• Loss of profits, revenue, or business opportunities
• Loss of data or information
• Business interruption
• Loss of goodwill or reputation
• Third-party claims

8.3 Australian Consumer Law

Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred by the Australian Consumer Law or any other applicable law that cannot be excluded, restricted, or modified by agreement.

Where the Australian Consumer Law or any other applicable law implies a guarantee or condition into these Terms, and that law prohibits the exclusion of that guarantee or condition, then to the extent permitted by law, NEOBADGER PTY LTD’s liability for breach of that guarantee or condition is limited to:

• In the case of services: the re-supply of the services or payment of the cost of having the services re-supplied.

8.4 Customer Indemnity

The Customer indemnifies and holds harmless NEOBADGER PTY LTD, its directors, employees, and Authorised Partners from and against any claims, losses, damages, liabilities, costs, and expenses (including legal fees) arising from:

• The Customer’s breach of these Terms
• The Customer’s negligence or wilful misconduct
• Inaccurate or incomplete information provided by the Customer
• The Customer’s systems, software, or infrastructure
• Third-party claims arising from the Customer’s use of Emergency Support Services

9. INTELLECTUAL PROPERTY

9.1 Ownership

All intellectual property rights in any materials, documentation, code, or deliverables created by NEOBADGER PTY LTD or its Authorised Partners in the course of providing Emergency Support Services remain the property of NEOBADGER PTY LTD unless otherwise agreed in writing.

9.2 Limited Licence

Where NEOBADGER PTY LTD provides custom solutions, scripts, or code to the Customer as part of Emergency Support Services, NEOBADGER PTY LTD grants the Customer a non-exclusive, non-transferable licence to use such materials solely for the Customer’s internal business purposes.

10. CONFIDENTIALITY

10.1 Confidential Information

Each party acknowledges that in the course of Emergency Support Services, it may have access to confidential information of the other party. Each party agrees to:

• Keep confidential information secret and secure
• Not disclose confidential information to third parties without prior written consent
• Use confidential information only for the purpose of performing or receiving Emergency Support Services

10.2 Exceptions

The confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no breach of these Terms
• Is lawfully received from a third party without restriction
• Is independently developed without reference to confidential information
• Must be disclosed by law or court order

10.3 Security Measures

NEOBADGER PTY LTD will implement reasonable technical and organisational measures to protect Customer information in accordance with Australian privacy laws.

11. PRIVACY AND DATA PROTECTION

11.1 Privacy Compliance

NEOBADGER PTY LTD collects, uses, and discloses personal information in accordance with the Privacy Act 1988 (Cth) and applicable privacy laws.

11.2 Collection and Use

Personal information collected through Emergency Support Requests may include:

• Name and contact details
• Business information
• Technical system information
• Payment information (processed by Payment Processor)

This information is used to:

• Provide Emergency Support Services
• Process payments
• Communicate with Customers
• Verify eligibility for services
• Improve service delivery

11.3 Privacy Policy

For more information about how NEOBADGER PTY LTD handles personal information, please refer to our Privacy Policy available at [website URL].

12. TERMINATION

12.1 Termination by NEOBADGER PTY LTD

NEOBADGER PTY LTD may terminate or suspend access to Emergency Support Services immediately without notice if:

• The Customer breaches these Terms
• The Customer engages in prohibited conduct
• The Customer’s MSA expires or is terminated
• Required by law

12.2 Effect of Termination

Upon termination:

• The Customer’s access to Emergency Support Services will cease
• Any outstanding fees become immediately due and payable
• Provisions relating to liability, indemnity, confidentiality, and intellectual property survive termination

13. FORCE MAJEURE

13.1 Force Majeure Events

Neither party will be liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from any cause beyond the reasonable control of that party, including but not limited to:

• Natural disasters (fire, flood, earthquake, storm, pandemic)
• War, invasion, hostilities, terrorist acts, riot, or civil unrest
• Government orders, laws, or restrictions
• Strikes, labour disputes, or industrial action
• Failure of telecommunications, internet, or utility services
• Cyber attacks or security breaches affecting third-party services

13.2 Notice and Mitigation

The party affected by a force majeure event must:

• Notify the other party as soon as reasonably practicable
• Use reasonable efforts to mitigate the effects of the force majeure event
• Resume performance as soon as reasonably practicable

13.3 Prolonged Force Majeure

If a force majeure event continues for more than 30 days, either party may terminate the specific Emergency Support Request without liability.

14. DISPUTE RESOLUTION

14.1 Negotiation

If a dispute arises under or in connection with these Terms, the parties agree to first attempt to resolve the dispute through good faith negotiations between senior representatives of each party.

14.2 Mediation

If the dispute is not resolved through negotiation within 14 days, either party may refer the dispute to mediation. The parties will:

• Jointly appoint a mediator from an accredited mediation organisation
• Share the costs of mediation equally
• Participate in mediation in good faith

14.3 Continued Performance

Despite the existence of a dispute, both parties must continue to perform their obligations under these Terms unless otherwise agreed in writing.

14.4 Legal Proceedings

If the dispute is not resolved through mediation within 60 days of referral to mediation, either party may commence legal proceedings.

15. GENERAL PROVISIONS

15.1 Governing Law and Jurisdiction

These Terms are governed by the laws of Tasmania, Australia. Each party submits to the non-exclusive jurisdiction of the courts of Tasmania and any courts that may hear appeals from those courts.

15.2 Entire Agreement

These Terms constitute the entire agreement between the parties regarding Emergency Support Services and supersede all prior agreements, understandings, and representations.

15.3 Amendment

NEOBADGER PTY LTD may amend these Terms at any time by publishing updated Terms on its website. Continued use of Emergency Support Services after amendments constitutes acceptance of the amended Terms. Material changes will be notified to Active Customers by email where practicable.

15.4 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, that provision will be severed and the remaining provisions will continue in full force and effect.

15.5 Waiver

No waiver of any provision of these Terms will be effective unless in writing and signed by the party granting the waiver. A waiver of any breach does not constitute a waiver of any other breach.

15.6 Assignment

The Customer may not assign, transfer, or novate these Terms or any rights under these Terms without the prior written consent of NEOBADGER PTY LTD. NEOBADGER PTY LTD may assign these Terms to any related entity or successor in business without consent.

15.7 Independent Contractors

Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties. Authorised Partners engaged by NEOBADGER PTY LTD are independent contractors and not employees or agents of the Customer.

15.8 Notices

All notices under these Terms must be in writing and sent to:

NEOBADGER PTY LTD
Email: [support email]
Address: [physical address]

Notices to Customers will be sent to the email address provided in the Emergency Support Request.

Notices are deemed received:

• If sent by email: on the date of transmission if transmitted before 5:00 PM AEST on a business day, otherwise on the next business day
• If sent by post: 5 business days after posting

15.9 Third-Party Beneficiaries

These Terms do not create any rights enforceable by third parties.

16. ACKNOWLEDGEMENT AND ACCEPTANCE

By submitting an Emergency Support Request and/or making payment for Emergency Support Services, you acknowledge that:

1. You have read and understood these Terms
2. You agree to be bound by these Terms
3. You have provided accurate and complete information
4. You understand the fee structure and refund policy
5. You understand that Emergency Support Services are provided on a best efforts basis without guaranteed outcomes

These Terms of Service have been prepared to comply with Australian Consumer Law and the laws of Tasmania, Australia. Customers should seek independent legal advice if they have any questions about their rights and obligations.