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Standard terms and conditions
These are Zetta’s standard terms and conditions for the supply of services and equipment. They apply together with the Proposal we issue to you — read together, the two form our Agreement.
Last updated 16 June 2026 · For services and equipment
These Standard Terms and Conditions apply whenever Zetta provides services or equipment to a client. They form part of the Agreement together with the Proposal we issue to you, and the two are read together. The defined terms below have the meaning given to them throughout these terms.
Acknowledgement of Country. We would like to acknowledge the custodians of this land, the Noongar people of the Whadjuk region, and recognise their continuing connection to land, waters and communities. We pay our respects to them, their culture, and to their Elders past and present.
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1.1 Definitions
In these terms, the following words have the meanings set out below.
1.1.1
Zetta — Zetta Pty Ltd trading as “Zetta”.
1.1.2
Client — [Subject], the organisation that Zetta is providing the Services to.
1.1.3
Proposal — the document that outlines an offer to the Client for Services and to which these Zetta Standard Terms and Conditions for Services apply.
1.1.4
Services — the services, including Equipment, Milestones and Deliverables, as described in the Proposal.
1.1.5
Equipment — hardware devices that Zetta is providing as part of the Services.
1.1.6
Deliverable — an artefact such as documentation or software code that Zetta is to deliver to the Client and that is described in the Proposal.
1.1.7
Milestone — either a Deliverable or a defined event as detailed in the Proposal to which a fee or charge for the Services is associated, and that is detailed in the Proposal.
1.1.8
Agreement — the Proposal together with these Zetta Standard Terms and Conditions, signed by the Client and Zetta.
1.1.9
Rate — the fee that Zetta will charge the Client for a specific resource such as a technical consultant or engineer. The fee will be detailed in the Proposal and will be either an hourly rate, weekly rate, monthly rate, or yearly rate for the use of that resource.
1.1.10
Platform Services — online services provided by Zettagrid and described at www.zettagrid.com.
1.2 Services
1.2.1
Zetta agrees to provide the Services to the Client as detailed in the Proposal.
1.2.2
The Client agrees to pay the fees and charges as described in the Proposal as Milestones are completed by Zetta.
1.2.3
Deliverables will be initially submitted to the Client for review and acceptance. The Client has fourteen (14) days from the time the draft Deliverable is submitted by Zetta to request, in writing, changes to that Deliverable. Zetta will then reasonably incorporate the requested changes and re-submit the Deliverable in its final form. All fees and charges associated with that Deliverable will then become payable by the Client to Zetta.
1.2.4
Where the Charges are related to Equipment, the Charges become due once the Equipment has been delivered and installed.
1.3 Fees and Charges
1.3.1
Unless otherwise stated, all fees and charges payable under this Agreement exclude any GST payable, which shall be payable by the Client.
1.3.2
Where the fee is a Rate, Zetta reserves the right to charge an amount equal to 1.5 times the Rate for work required to be undertaken on statutory holidays, or work undertaken outside of normal business hours (defined as 08:00–18:00 Monday–Friday), or for work undertaken in excess of an 8-hour contiguous block within a 24-hour period.
1.3.3
If travel, accommodation, or subsistence expenses are incurred in order to provide the Services, these will be on-charged to the Client at cost to Zetta plus ten (10) percent.
1.3.4
If costs of materials or external services are incurred by Zetta in providing the Services, these will be on-charged to the Client at cost to Zetta plus ten (10) percent.
1.3.5
Where the Services are provided on a time-and-materials basis, any projected total cost, timetable of work or delivery dates in the Offer are estimates only. In these instances, Zetta gives no undertaking to perform the Services within a fixed time period or fixed price.
1.3.6
Where the Services are provided on a time-and-materials basis and Zetta is required to attend the Client’s premises, Zetta will charge for the time travelling to the Client’s premises but not from the Client’s premises.
1.4 Payment
1.4.1
At the end of each month, Zetta will issue an invoice to the Client for the relevant charges arising in that month, together with any claims for additional charges incurred under clause 1.3 of these terms. The Client must pay each invoice within fourteen (14) days from the date of issue. Zetta will ensure that its invoices comply with applicable GST legislation and itemise the GST component of the price.
1.4.2
If the Client fails to pay a charge when it is due, Zetta may, in addition to the original charge, also charge interest from the due date for payment of the applicable invoice until the date payment is made, at the rate of two (2) per cent per annum over the base interest rate as determined by the Commonwealth Bank of Australia at that time.
1.4.3
If the Client fails to pay any sum when due, Zetta may, without prejudice to any other remedy, give the Client fourteen (14) days’ notice that it intends to stop work. If, following this notice, Zetta stops work, Zetta may charge the Client a fee that covers costs incurred by Zetta to stop the work and to recommence it at a later date.
1.5 Client obligations
1.5.1
The successful and timely performance by Zetta of the Services is dependent upon the Client’s prompt performance of its obligations, including the responsibilities described in this Clause 1.5.
1.5.2
The Client agrees to provide all reasonable assistance to Zetta in providing the Services and to nominate in writing an authorised representative who will:
1.5.3
be authorised to make binding decisions for the Client with regard to this Agreement and any agreed changes to the Agreement;
1.5.4
promptly review all Deliverables submitted by Zetta for review; and
1.5.5
promptly provide Zetta with complete and accurate information concerning the Client and its business which may be required by Zetta for the performance of the Services.
1.5.6
Where participation by, or access by Zetta to, the Client’s own staff is necessary for the performance of the Services, or where staff participate in producing the Deliverables, the Client must ensure those staff are available at the times agreed by the parties and that they possess the appropriate skills and experience for the tasks assigned to them.
1.5.7
If at any time during the provision of the Services the Client notices or suspects that wrong assumptions have been made or wrong directions taken by Zetta, it will inform Zetta in writing.
1.6 Staff
1.6.1
Each party’s staff, when working at the other party’s premises, will comply with any applicable rules and regulations relating to the premises as are notified to them.
1.6.2
During the term of this Agreement and for a period of twelve (12) months after, neither party will employ or engage an Employee of the other party without the other party’s written consent. In this clause, “Employee” means any personnel, including permanent and part-time employees and contractors.
1.6.3
Where Clause 1.6.2 is contravened, the party in default will be liable to pay the other party liquidated damages equal to 100% of that person’s gross annual salary package, calculated by reference to the preceding twelve (12) months (which the parties agree to be a reasonable estimate of the costs of hiring and training a replacement Employee).
1.7 Intellectual Property Rights and Confidentiality
1.7.1
To the extent that any Deliverable, material, idea or data constitutes an original item developed by Zetta in performing the Services, title thereto and all Intellectual Property Rights (“IPR”) therein shall vest in Zetta.
1.7.2
Subject to continuing compliance by the Client with its obligations under this Agreement, Zetta grants to the Client a non-exclusive, personal, royalty-free licence to use and reproduce, for the Client’s own business purposes, those items described in Clause 1.7.1. The Client must ensure that each copy of such items, whether in whole or in part, bears a notice that Zetta owns the IPR.
1.7.3
To the extent that any document, material, idea, data or other information submitted or disclosed by Zetta to the Client in performing the Services constitutes a pre-existing proprietary item of Zetta, title thereto and all IPR therein belong to Zetta. The Client’s right to use those items is on the same terms as the licence in Clause 1.7.2.
1.7.4
The Client shall retain title to and all IPR in any computer program, data or other material which constitutes a pre-existing proprietary item of the Client and which is submitted by the Client to Zetta for the performance of the Services.
1.7.5
Each party shall hold in confidence and not disclose to any third party (unless and to the extent required by law) Confidential Information of the other party. Confidential Information means any material (including software), document, idea, data or other information which relates to either party’s research and development, trade secrets or business affairs, or which is marked as confidential or is confidential by its nature, and is disclosed by either party to the other (a “receiving party”) for the purposes of this Agreement. Confidential Information does not include any information which:
1.7.6
is known to the receiving party, under no obligation of confidence, from other sources; or
1.7.7
is or becomes publicly known through no wrongful act of the receiving party.
1.7.8
Notwithstanding this Clause, neither party shall be prevented or restricted from disclosing or using in the course of its business any technical knowledge, skill or expertise of a generic nature acquired by it in the performance of this Agreement.
1.7.9
Zetta may refer to the Client as a client in its publicity material, but shall not publicise its work under this Agreement without the Client’s consent.
1.7.10
Each party agrees that it will not use, store or disclose any Confidential or personal information in any manner which would breach any applicable laws and regulations, including without limitation the Privacy Act 1988 (Cth) and the Australian Privacy Principles as set out in that Act.
1.8 Limitation of liability
1.8.1
Zetta will exercise reasonable skill and care in performing the Services but will not be responsible for the accuracy of advice or Deliverables based on information supplied by the Client or third parties. Responsibility and liability for decisions made on the basis of Zetta’s advice remains with the Client, and Zetta excludes any liability for reliance on or implementation of the Deliverables by the Client or any third party.
1.8.2
Zetta’s liability in relation to this Agreement, howsoever arising, shall not exceed in the aggregate $50,000. Zetta shall have no liability in respect of loss of profits or contracts, or for special, indirect or consequential damages. These limitations and exclusions shall not apply to personal injury, including death, caused by Zetta’s negligence.
1.9 Termination
1.9.1
If a party breaches this Agreement, the other party may give thirty (30) days’ written notice requiring that the breach be remedied. If the breach is not remedied within that time, the notifying party may terminate this Agreement prior to its term. On termination, the Client shall promptly pay for all Milestones and Deliverables completed prior to the date of termination and, where the Client is the party in breach, Zetta will also be entitled to charge for work in progress and for its reasonable costs and expenses incurred prior to termination in connection with providing the Services.
1.9.2
Either party may terminate this Agreement immediately by giving written notice to the other party if the other party becomes insolvent, as that expression is defined in Section 9 of the Corporations Act 2001 (Cth).
1.10 Platform Services
1.10.1
If the Services include Platform Services, then in addition to the terms and conditions contained herein, the Standard Form of Agreement as described at www.zettagrid.com also applies in relation to the Client’s use of the Platform Services.
1.11 Force Majeure
1.11.1
Neither party shall be liable for any delay or failure to perform its obligations under this Agreement (except payment obligations) to the extent caused by a Force Majeure Event, provided it complies with clause 1.11.3.
1.11.2
“Force Majeure Event” means any event or circumstance beyond a party’s reasonable control, including: (a) acts of God, flood, fire, earthquake, or natural disasters; (b) war, terrorism, civil unrest, or government action; (c) strikes, lockouts, or labour disputes (excluding those involving the affected party’s workforce); (d) epidemics, pandemics, or quarantine restrictions; (e) cyber incidents such as ransomware attacks, DDoS attacks, or material data breaches affecting the party’s systems or third-party suppliers, despite reasonable cybersecurity measures compliant with ISO 27001 standards; or (f) failure of utilities, transport, or public infrastructure.
1.11.3
The affected party must: (a) promptly notify the other party in writing of the Force Majeure Event, its expected impact, and estimated duration; (b) use reasonable endeavours to mitigate and overcome the effects; and (c) provide regular updates. Obligations resume as soon as practicable.
1.11.4
If a Force Majeure Event continues for more than 30 days, either party may terminate this Agreement by written notice, without liability except for accrued payments.
1.12 General
1.12.1
Neither party shall be liable for any delay in meeting, or failure to meet, any of its obligations under this Agreement due to any cause outside its reasonable control.
1.12.2
This Agreement is the complete and exclusive statement of the agreement between the parties and supersedes all prior related proposals, communications and agreements in relation to its subject matter, whether oral or written.
1.12.3
This Agreement is governed by the laws of Western Australia, and the parties submit to the jurisdiction of the Australian courts.
1.12.4
Any notice under this Agreement must be given in writing to the address stated in the Proposal, or such other address as notified in writing from time to time.
1.12.5
This Agreement may only be varied in writing, signed by an authorised representative of each party.
1.12.6
If a dispute arises in connection with this Agreement, a party must give notice to the other party specifying the dispute. The parties shall use reasonable endeavours to resolve the dispute by consultation and negotiation between senior executives before recourse to other mechanisms, including mediation, arbitration and court proceedings.
Get in touch
Questions about these terms?
If you have any questions about these terms and conditions, or about a Proposal or Agreement with us, please get in touch:
Email info@zetta.com.au
Phone 1300 307 710
Post Level 11, 108 St George Tce, Perth WA 6000