Professional Services Schedule

Professional Services Schedule
Boab IT Pty Ltd (ACN 163 343 208)
Last Updated 29 June 2026

Important Things to Know (please read)

We want this Professional Services Schedule to work for both of us. If there is something you would like to change before placing an Order, we are happy to consider reasonable amendments, just let us know.

This Professional Services Schedule forms part of your Agreement with Boab IT Pty Ltd and must be read together with our Terms of Service and your Order. This Services Schedule applies only where your Order expressly includes professional services.

The scope of each engagement is defined by your Order. We are only obliged to deliver what is expressly described in the applicable Order. If a service, activity or deliverable is not listed there, it is not included

Fees and engagement type: The commercial structure of each engagement, whether fixed-price, time-and-materials, retainer or ad hoc, is set out in your Order. Please review clause 2 carefully to understand how your engagement type affects billing and unused hours.

1. About this Service Schedule

1.1. This Professional Services Schedule (Services Schedule) sets out the terms on which we supply professional services to you. It applies where an Order expressly incorporates one or more of the following professional services:

(a) Software Development Services;

(b) Ad Hoc Technical Support Services;

(d) Project Management Services;

(e) Evaluation and Proof of Concept Services;

(f) Training Services;

(g) Documentation Services; and

(h) Any other professional services set out in an Order.

1.2. This Services Schedule forms part of an Agreement and must be read together with the Terms of Service and the Order.

1.3. If there is any inconsistency between this Services Schedule, the Order and the Terms of Service, the Terms of Service prevail, then the Order, then this Services Schedule, to the extent of the inconsistency.

1.4. In this Services Schedule, some words are defined in bold and brackets. Definitions in the Terms of Service also apply to this Services Schedule.

2. Fees and engagement types

2.1. The way professional services are priced and billed depends on the engagement type specified in your Order. The Order will set out one or more of the following engagement structures:

(a) Fixed hours engagement: a specified number of hours for our provision of professional services to you. Once those hours are used, the engagement concludes unless you purchase additional time (block of time);

(b) Estimated hours engagement: an estimated number of hours for our provision of professional services, with actual billing on a time-and-materials basis for the hours worked;

(c) Monthly retainer: a specified number of hours made available to you each month during the term of the relevant Agreement;

(d) Fixed fee engagement: a fixed price for the delivery of a defined scope of professional services; and

(e) Ad hoc engagement: professional services provided on an as-requested basis at our standard hourly rates, outside the scope of the above engagement types.

2.2. In respect of any fixed hours engagement or monthly retainer, once you have used the specified hours, the engagement is concluded until you purchase a further block of time.

2.3. In respect of any estimated hours engagement, you must pay us on a time-and-materials basis for the actual hours spent.

2.4. For monthly retainers, the treatment of any unused hours will be as specified in your Order.

2.5. Any prepaid block of time may be utilised within 3 months of the date it is first drawn upon. Any unused portion will automatically expire at the end of that period. To avoid forfeiture, you should purchase a further Block of Time before the existing one expires.

2.6. If you require our personnel to work outside of our business hours (including evenings, weekends or public holidays), this can be arranged at your written request and subject to personnel availability. After-hours work is charged at our after-hours rates as specified in the Order or otherwise notified to you prior to the work being undertaken.

2.7. Where our personnel attend your premises on-site or travel interstate in connection with professional services, we may charge you for all reasonable costs of that attendance, including accommodation, meals and transport (collectively, additional expenses), if and to the extent specified in your Order. We will invoice you for any additional expenses as incurred. Payment is due within 7 days of the invoice date.

If an engagement is cancelled, terminated, suspended, delayed, or otherwise not completed for any reason, we may charge you for the portion of the professional services performed up to that point, together with any approved or reasonably incurred expenses. For fixed fee engagements, the amount payable will be a reasonable proportion of the fixed fee, assessed by reference to the work performed, time incurred, milestones completed, resources allocated, and costs incurred before the engagement ceased or was delayed.

3. Software development services

3.1. If software development services are specified in an Order, we will design, develop and deliver the software solution described in that Order (Developed Software) materially in accordance with the specifications, milestones and requirements set out in the Order or an agreed development plan.

3.2. Ownership of developed software

(a) All intellectual property rights in and to the Developed Software, including all source code, object code, algorithms, interfaces, databases, documentation and any other materials created by us in the course of delivering the Software Development Services, vest in and remain our exclusive property upon creation. This applies regardless of how the engagement is structured or funded.

(b) You acknowledge that you are not acquiring ownership of the Developed Software.

3.3. Licence to use

(a) Upon delivery and acceptance of the Developed Software, and subject to all fees being paid in full, we grant you a perpetual, non-exclusive, non-transferable licence to use the Developed Software solely for your internal business purposes (software licence).

(b) The software licence is personal to you and may not be sublicensed, assigned or otherwise transferred without our prior written consent.

(c) The software licence commences on the date of delivery and acceptance of the Developed Software and continues perpetually, unless terminated in accordance with the Agreement. For clarity, the software licence does not include any right to receive source code, updates, upgrades, enhancements, modifications, maintenance, hosting or support for the Developed Software. Any updates, upgrades, enhancements, modifications, maintenance, hosting or support requested by you will be subject to our agreement and may be charged separately.

3.4. Restrictions on use

Except as otherwise expressly permitted in this Services Schedule or the applicable Order, you must not, and must not permit any third party to:

(a) copy, reproduce, modify, update, upgrade, enhance, adapt, translate or create derivative works from the Developed Software;

(b) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code of the Developed Software;

(d) remove or alter any proprietary notices, branding or labels on or within the Developed Software; or

(e) use the Developed Software for any purpose other than your internal business operations.

3.5. Delivery and acceptance

We will use best endeavours to deliver the Developed Software (or agreed milestones thereof) in accordance with the timeline set out in your Order. You will have an opportunity to test the Developed Software against the acceptance criteria specified in the Order.

3.6. Maintenance and support

Unless expressly agreed in an Order, Software Development Services do not include ongoing maintenance, support or hosting of the Developed Software following delivery. If you require those services, they must be the subject of a separate agreement with us.

3.7. Third-party components

The Developed Software may incorporate third-party open source or licensed components. Where this is the case, we will identify those components and the applicable licence terms in the Order or a schedule attached to it. Your use of those components is subject to the relevant third-party licence terms in addition to this Services Schedule.

4. Ad hoc technical support services

4.1. If ad hoc technical support services is specified in an Order, we will provide technical support on an as-needed basis in respect of the device, software, systems and supported products listed in that Order (supported item).

4.2. What is included

Ad hoc technical support services allow you to request assistance from us in relation to:

(a) adding, editing and removing user accounts, resetting passwords, procuring subscriptions on your behalf and allocating them to user accounts, in respect of the supported items;

(b) technical support in relation to errors or faults reported by your personnel in respect of the supported items; and

4.3. How technical support works

(a) You may raise a support request with us via our helpdesk (support request) where you require assistance in relation to a supported item, including where it is failing to operate in accordance with its specifications (error).

(b) Upon receiving a support request, we will use reasonable endeavours to:

(i) acknowledge receipt and assign a priority level based on the severity of the error;

(ii) keep you updated on the status of the support request and our estimated timeframe for resolution;

(iii) where you have a valid support agreement with the relevant vendor or manufacturer, and where we consider it appropriate, escalate the support request to that vendor or manufacturer on your behalf; and

(iv) resolve the error within any response and resolution timeframes specified in your Order.

(d) Where resolving an error requires us to temporarily suspend the operation of a supported item, you authorise us to do so. Where reasonably practicable, we will notify you in advance before suspending any supported item.

4.4. Limitations and exclusions

Unless otherwise agreed by us in an Order, the following limitations apply to ad hoc technical support services:

(a) we are only required to support items expressly listed as supported items in your Order;

(b) we are not liable for non-performance of a supported item caused by your personnel or a third party modifying, updating or tampering with it without our involvement;

(c) we are not required to provide support in respect of any item not covered by a valid support agreement with the relevant vendor or manufacturer;

(d) ad hoc technical support services do not include software development, replacement hardware parts or physical dismantling of hardware; and

(e) we do not warrant or guarantee that we will be able to resolve all errors. Some issues may require vendor involvement or may be outside our reasonable ability to remedy.

5. Data migration services

5.1. If data migration services are specified in an Order, we will carry out the migration of data from your existing database to the target database identified in the Order.

5.2. Scope of data migration services

(a) Our data migration services are limited to the following activities:

(i) developing a migration and deployment strategy for the transfer of your data (migration plan);

(ii) extracting the legacy data from the source database specified in the Order (legacy data);

(iii) converting the legacy data into a format suitable for the target database (converted data); and

(iv) importing the converted data into the target database (target database).

(b) We will use reasonable endeavours to ensure that the converted data is successfully integrated with and compatible with the target database. We will not be liable for any incompatibility arising from modifications to your technical environment, the target database or your systems that we have not approved in writing.

5.3. Your responsibilities

(a) You must cooperate with us throughout the data migration and comply with your obligations as set out in your Order. This includes:

(i) ensuring the integrity and quality of the legacy data prior to extraction;

(ii) de-duplicating data as reasonably required; and

(iii) assisting us with data extraction and providing data translation maps where requested.

(b) You represent and warrant that you have all necessary rights, licences and authorities to authorise us to transfer the legacy data to the target database, and that the migration will be carried out in compliance with all applicable laws.

(d) You must promptly test, review and validate the migrated data after migration and notify us in writing of any errors, omissions or issues you identify within the timeframe specified in your Order, or if no timeframe is specified, within 5 business days after we notify you that the migration is complete. If you do not notify us of any issues within that period, the migrated data will be deemed to have been accepted by you. We are not responsible for any errors, omissions or issues in the migrated data that are not notified to us within that period, except to the extent directly caused by our failure to perform the data migration services in accordance with the relevant Agreement

5.4. Liability

We are not liable for any delay in, failure of, or issue arising from the performance of the data migration services to the extent caused by:

(a) your breach, or the breach of your personnel, of the migration plan or the relevant Agreement;

(b) any corruption of the legacy data or converted data beyond our reasonable control;

(d) any failure by you to provide complete and accurate access rights, credentials or permissions required for extraction or migration;

(e) any third-party system, software or service;

(f) any incompatibility in the target environment not caused by us; or

(g) any undocumented, unknown or non-standard structure, dependency or issue in the legacy data or source environment.

6. Project management services

6.1. If project management services are specified in an Order, we will provide professional project management services using any agreed methodology to manage the IT project described in that Order. The scope, timeline, responsibilities and deliverables for the project will be set out in a project plan agreed between us (project plan).

6.2. We will keep you regularly informed of progress against the project plan and will promptly notify you of any material delays, risks or issues that arise during the course of the project.

6.3. You must provide us with timely instructions, approvals, access, information and other assistance reasonably required for us to perform the project management services. We are not responsible for any delay, failure or additional cost to the extent caused by your failure to do so or by any other client dependency.

6.4. We will not be responsible for delays or failures attributable to circumstances outside our reasonable control.

7. Evaluation and proof of concept services

7.1. If evaluation and proof of concept services is specified in an Order, we will deploy a system as described in that Order for the purpose of enabling you to evaluate it on a proof-of-concept basis (PoC system).

7.2. You acknowledge and agree that a PoC system is, by its nature, a work in progress. It is likely to be incomplete and may contain defects, bugs and errors. You agree to use the PoC system for evaluation purposes only, and you accept all risks associated with its use.

7.3. You acknowledge and agree that the PoC system is not production-ready and must not be used in any live or production environment unless we expressly agree otherwise in writing.

7.4. To the fullest extent permitted by law, we are not liable for any loss or damage arising from your use or inability to use the PoC system.

8. Training services

8.1. If Training Services is specified in an Order, we will deliver training to the personnel identified in the Order on the topics and over the number of days set out in the Order, at mutually agreed times. Unless otherwise agreed, training will be delivered online.

8.2. If training is to be delivered in person at your premises, you will be responsible for all reasonable travel and attendance costs incurred by our personnel (training expenses), including transport, accommodation and meals. We will invoice you for training expenses as incurred. Payment is due within 7 days of the invoice date.

8.3. Unless otherwise agreed in an Order, any training materials we provide are licensed to you on a non-exclusive, non-transferable basis for your internal business purposes only. Training sessions may be rescheduled or cancelled by you on at least 5 Business Days’ prior written notice. If you give less notice, or if your personnel do not attend a scheduled training session, the relevant session will be taken to have been delivered and the applicable fees remain payable.

9. Documentation services

9.1. If documentation services are specified in an Order, we will prepare the documents described in that Order, which may include training manuals, guidelines, policies, procedures and documents such as a disaster recovery plan or cyber security risk analysis, business continuity plans, risk registers, and similar advisory materials (each, a professional services document).

9.2. Ownership of professional services documents

(a) All intellectual property rights in a professional services document we prepare in the course of providing the documentation services, including all manuals, guides, policies, plans, procedures, templates and other materials created by us for you under the applicable Order, vest in and remain our exclusive property upon creation, unless the applicable Order expressly provides otherwise.

(b) You acknowledge that you do not acquire ownership of the professional services documents.

9.3. Licence to use documents

(a) Upon delivery of the professional services documents, and subject to all fees being paid in full, we grant you a perpetual, non-exclusive, non-transferable, revocable and terminable licence to use the professional services documents in accordance with the relevant Agreement (document licence).

(b) The document licence is personal to you and may not be sublicensed, assigned or otherwise transferred without our prior written consent.

(c) The document licence commences on the date the professional services documents are delivered to you and remains in force perpetually, unless terminated in accordance with the relevant Agreement. For clarity, the document licence does not include any right to receive updates or modifications for the professional services documents. If you request that we update or modify any professional services document, those services will be subject to our agreement and charged as additional professional services fees.

9.4. Restrictions on use of documents

Except as otherwise expressly permitted in this Services Schedule or the applicable Order, you must not, and must not permit any third party to:

(a) copy, reproduce, modify, adapt, translate or create derivative works from the professional services documents, except to the extent reasonably necessary for your internal business use;

(b) remove, obscure or alter any proprietary notices, branding or disclaimers on or within the professional services documents;

(c) sell, resell, sublicense, distribute, publish or otherwise make the professional services documents available to any third party, except as reasonably required for your internal business operations; or

(d) use the professional services documents for any purpose other than your internal business operations, except as otherwise set out in the Order.

9.5. Professional services documents are prepared on the basis of information provided by you and conditions known to us at the time of preparation. The following limitations apply:

(a) Not legal or regulatory advice. Professional services documents do not constitute legal, compliance, financial, or regulatory advice, except as otherwise set out in the professional services document. You should obtain independent professional advice before relying on any professional services document to satisfy obligations under applicable law, regulation, or industry standard, including obligations arising under the Privacy Act 1988 (Cth), the Security of Critical Infrastructure Act 2018 (Cth), APRA Prudential Standards, or any other applicable framework.

(b) Point-in-time currency. Professional services documents reflect conditions, threats, and practices current at the date of preparation. We make no representation that any professional services document remains accurate, complete, or fit for purpose following changes in your environment, technology, personnel, threat landscape, or regulatory requirements. You are responsible for initiating periodic reviews.

(c) Your information. The accuracy and completeness of any professional services document is dependent on the accuracy and completeness of information provided by you. We accept no liability for deficiencies in any professional services document arising from incomplete, inaccurate, or untimely information provided by or on behalf of you.

(d) No warranty of outcome. Compliance with or implementation of a professional services document does not guarantee that you will avoid a security incident, data breach, system outage, or regulatory finding. We do not warrant that any professional services document is sufficient to satisfy the requirements of any particular regulator, auditor, insurer, or counterparty.

(e) Implementation responsibility. Our responsibility is limited to preparing the professional services document in accordance with the relevant Order. Responsibility for implementing, testing, maintaining, and updating any plan, policy, or control described in a professional services document rests solely with you.

(f) Third-party frameworks and standards. Where a professional services document references or applies a third-party framework, standard, or guideline (including ISO 27001, NIST, the Essential Eight, SMB1001 or similar), we do not represent that you achieve or will achieve certification or compliance with that framework or standard.

10. Other professional services

10.1. If your Order includes any other professional services, we will provide those services to you, in each case in accordance with the Order, this Services Schedule and the Terms of Service.

Professional Services Schedule

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