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Terms and Conditions

1. Parties and Acceptance

These Terms and Conditions apply to all services, goods, hardware, software, subscriptions, managed IT services, support, consultancy, cybersecurity services, telecommunications services and related solutions supplied by Kouhei Group Pty Ltd ABN 13 689 546 852, trading as ATS Systems, Kizutel, Foniex, and Zero Dawn Security (Kouhei Group, we, us, our) to the client (Client, you, your).

A reference in these Terms to Kouhei Group, ATS Systems, Kizutel, Foniex, Zero Dawn Security, we, us, or our means Kouhei Group Pty Ltd, unless the context requires otherwise.

By accepting a quote, signing a proposal, approving a Statement of Work, placing an order, paying an invoice, accessing our services, or allowing us to commence work, you agree to be bound by these Terms.

Any terms provided by the Client, including purchase order terms or procurement terms, are excluded unless expressly accepted by Kouhei Group Pty Ltd in writing.

2. Quotes, Scope and Changes

Quotes are valid for the period stated on the quote. If no period is stated, quotes are valid for 14 days.

Services will be provided according to the agreed quote, proposal, order form, managed services agreement, or Statement of Work.

Any work outside the agreed scope may be charged separately at Kouhei Group’s then-current rates. Kouhei Group is not required to perform out-of-scope work unless agreed in writing.

3. Payment Terms

Invoices are payable within 7 calendar days from the invoice date unless otherwise stated in writing.

If payment is overdue, Kouhei Group may, after providing notice where reasonable:

  • charge interest on overdue amounts at 10% per annum, calculated daily;
  • charge reasonable administration, legal and debt recovery costs;
  • suspend services, support, subscriptions, licensing, access, procurement, delivery or project work;
  • withhold delivery of goods, hardware, credentials, documentation or project outputs until payment is received;
  • refer unpaid amounts to a debt collection agency or legal representative.

The Client must pay all amounts without set-off, deduction or withholding unless required by law.

4. Taxes and Withholding

All prices are exclusive of GST unless stated otherwise.

Clients outside Australia are responsible for any withholding tax, foreign tax, duties, bank fees, currency conversion fees or government deductions that apply in their jurisdiction.

Kouhei Group invoices the full amount payable and does not absorb foreign withholding tax or similar deductions unless agreed in writing.

5. Hardware, Goods and Retention of Title

Where Kouhei Group supplies hardware, devices, equipment, parts, software media, accessories or other goods, all such goods remain the property of Kouhei Group Pty Ltd until the relevant invoice and all associated charges are paid in full.

Until payment is received in full:

  • the Client holds the goods as bailee for Kouhei Group;
  • the Client must keep the goods identifiable, secure, insured and in good condition;
  • the Client must not sell, transfer, encumber, pledge, dispose of, alter or grant any security interest over the goods;
  • Kouhei Group may withhold optional warranties, support, configuration, access credentials or further services relating to the goods, except to the extent this would limit non-excludable rights under Australian law;
  • Kouhei Group may require return of the goods if payment is overdue.

Risk in the goods passes to the Client on delivery, installation, collection, or handover, whichever occurs first. The Client is responsible for loss, theft, damage or deterioration after risk passes, even if title has not yet transferred.

The Client agrees that, to the extent permitted by law and with reasonable notice, Kouhei Group may enter premises where unpaid goods are located to inspect or recover those goods. The Client must provide reasonable assistance to enable lawful recovery.

The Client acknowledges that Kouhei Group may register a security interest, including a purchase money security interest, on the Personal Property Securities Register in relation to goods supplied on credit.

6. Delivery, Installation and Third-Party Delays

Delivery and installation dates are estimates only unless expressly guaranteed in writing.

Kouhei Group is not liable for delays caused by suppliers, carriers, distributors, manufacturers, software vendors, internet providers, cloud providers, licensing platforms, customs, stock shortages, client delays or events outside our reasonable control.

The Client is responsible for ensuring that the installation site is safe, accessible and suitable for the goods or services being supplied.

7. Client Responsibilities

The Client must:

  • provide timely access to systems, accounts, premises, people, information and approvals;
  • ensure information supplied to Kouhei Group is accurate and complete;
  • maintain appropriate backups unless backup services are expressly included in the agreed scope;
  • maintain cyber insurance and business continuity measures suitable for its business;
  • comply with all applicable laws, licences, vendor terms and acceptable use policies;
  • nominate authorised contacts for approvals and instructions;
  • promptly notify Kouhei Group of security incidents, faults, risks or changes affecting the services.

Kouhei Group is not responsible for delays, failures, losses or additional costs caused by the Client’s failure to meet these responsibilities, except to the extent liability cannot be excluded under Australian law.

8. Services Provided on Best-Effort Basis

Unless expressly agreed in a written service level agreement, all services are provided on a reasonable endeavours and best-effort basis.

Kouhei Group does not guarantee uninterrupted service, error-free systems, complete security, prevention of all cyber incidents, specific commercial outcomes, or compatibility with all systems, software or third-party services.

Nothing in this clause limits any non-excludable rights or remedies the Client may have under Australian law.

9. Cybersecurity, Backups and Data Loss

The Client acknowledges that no IT, cloud, backup or cybersecurity service can guarantee complete protection against outage, data loss, unauthorised access, ransomware, malware, phishing, human error, hardware failure or third-party compromise.

Unless expressly included in writing, Kouhei Group is not responsible for:

  • maintaining backups;
  • verifying backup integrity;
  • disaster recovery;
  • monitoring all systems;
  • remediating pre-existing issues;
  • security incidents caused by Client users, weak passwords, unmanaged devices, unauthorised changes or third-party platforms.

Kouhei Group will not be liable for data loss unless caused directly by our proven negligence, and only to the extent permitted by law.

10. Third-Party Products and Vendors

Kouhei Group may recommend, resell, configure or support third-party hardware, software, cloud services, licences, subscriptions or platforms.

Third-party products are subject to the relevant supplier’s, vendor’s or manufacturer’s terms, warranties, service levels and limitations.

Kouhei Group is not liable for failures, outages, vulnerabilities, price changes, licence changes, end-of-life decisions, data loss, billing changes or support limitations caused by third-party providers, except to the extent liability cannot be excluded under Australian law.

11. SaaS, Subscriptions and Licensing

Subscription services are billed in accordance with the applicable quote, invoice, vendor terms or subscription period.

Unless otherwise agreed, subscriptions are non-refundable once provisioned, renewed or activated, except where a refund is required by Australian law.

The Client is responsible for all usage, seats, licences, renewals, excess charges and vendor fees incurred through its account or authorised users.

Kouhei Group may suspend or cancel subscription access if invoices are overdue, vendor terms are breached, or continued access creates a security, legal or commercial risk.

12. Intellectual Property

Kouhei Group retains ownership of all pre-existing intellectual property, tools, scripts, templates, processes, documentation, know-how, configurations and methodologies.

Upon full payment, the Client receives a non-exclusive, non-transferable licence to use deliverables created specifically for the Client for its internal business purposes.

Unless agreed in writing, Kouhei Group does not transfer ownership of source code, tools, reusable components, automation scripts, templates or background intellectual property.

13. Confidentiality

Each party must keep confidential information of the other party confidential and must not disclose it except as required to perform the services, comply with law, obtain professional advice, or with the other party’s consent.

This obligation continues after the end of the engagement.

14. Privacy

Each party must comply with applicable privacy laws.

Where Kouhei Group handles personal information on behalf of the Client, the Client remains responsible for ensuring it has the necessary rights, consents and lawful basis to provide that information to Kouhei Group.

15. Limitation of Liability

To the maximum extent permitted by law, Kouhei Group is not liable for indirect, consequential, special or economic loss, including loss of profit, revenue, goodwill, opportunity, data, production, business interruption, or third-party claims.

To the maximum extent permitted by law, Kouhei Group’s total aggregate liability arising out of or in connection with the services, goods or these Terms is limited to the amount paid by the Client to Kouhei Group for the specific goods or services giving rise to the claim in the 3 months before the claim arose.

Nothing in these Terms excludes, restricts or modifies any rights, guarantees or remedies that cannot lawfully be excluded under the Australian Consumer Law or other applicable law.

16. Indemnity

The Client indemnifies Kouhei Group against losses, claims, costs, expenses and liabilities arising from:

  • the Client’s breach of these Terms;
  • inaccurate, incomplete or misleading information supplied by the Client;
  • misuse of systems, software, services or hardware;
  • unauthorised access caused by Client acts or omissions;
  • breach of third-party vendor terms by the Client;
  • claims by third parties arising from the Client’s business, users, content, data or systems.

This indemnity applies only to the extent the loss was not caused by Kouhei Group’s negligence, wilful misconduct or breach of law.

17. Disputes and Claims

Any concern, dispute or claim relating to goods or services supplied by Kouhei Group should be notified in writing within 7 business days of the Client becoming aware of the issue.

The notice should clearly describe the issue, the outcome sought, and any relevant supporting information.

Failure to notify Kouhei Group within 7 business days does not limit any rights the Client may have under the Australian Consumer Law or other non-excludable laws.

The parties must first attempt to resolve disputes in good faith before commencing legal proceedings, except where urgent injunctive relief, debt recovery, or protection of property or confidential information is required.

18. Suspension and Termination

Kouhei Group may suspend or terminate services where:

  • invoices are overdue;
  • the Client breaches these Terms;
  • continued service creates a security, legal, safety or commercial risk;
  • a third-party vendor suspends or terminates access;
  • the Client becomes insolvent or unable to pay its debts.

Where reasonable and practicable, Kouhei Group will provide notice before suspension or termination.

Termination does not affect accrued rights, unpaid invoices, confidentiality obligations, liability limitations, indemnities, or Kouhei Group’s ownership rights in unpaid goods.

19. Force Majeure

Kouhei Group is not liable for delay or failure to perform caused by events outside its reasonable control, including natural disasters, power failure, internet failure, cyberattack, supplier failure, vendor outage, industrial action, pandemic, transport disruption, government action or other external events.

20. Notices

Notices must be sent by email to the nominated business contact or by registered post to the relevant party’s principal place of business.

Notices to Kouhei Group must be sent to:

[insert email address]

[insert postal address]

21. Governing Law

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

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

22. Severability

If any part of these Terms is found to be invalid, unlawful or unenforceable, that part will be read down or severed to the extent necessary, and the remainder will continue in effect.

23. Entire Agreement

These Terms, together with any accepted quote, proposal, invoice, order form, managed services agreement or Statement of Work, form the entire agreement between the parties for the relevant goods or services.