Terms & Conditions

1. Introduction

This website and the services provided through it are owned and operated by Harrby Pty Ltd ("Harrby", "we", "our", "us") — an Australian Managed Services Provider and Microsoft Partner based in Sydney, NSW.

These Terms and Conditions apply to all use of our website, all service engagements, and all training and course enrolments. They form part of the broader framework that governs our relationship, alongside any signed Agreement, Privacy Policy, Acceptable Use Policy, and applicable SLA.

If you're engaging Harrby on behalf of an organisation, you confirm that you have the authority to bind that organisation to these terms.

2. Definitions

To keep things clear, here's what we mean when we use these terms throughout this document:

3. Use of Our Website

Our website is here to inform, support, and connect. Use it for those purposes.

By using harrby.com, you agree not to:

• Misuse forms or contact channels — including submitting false, misleading, or automated requests
• Scrape or automate data collection — crawling, indexing, or harvesting content from our site without permission
• Probe or test our security — attempting to identify vulnerabilities, exploit weaknesses, or disrupt site functionality
• Rely on website content as professional advice — information published on our site is general in nature. It is not legal, financial, or technical advice tailored to your circumstances

If you need specific advice about your environment or requirements, contact us directly. That's what we're here for.

4. Quotes & Pricing

Quotes are valid for 14 calendar days from the date of issue, unless a different validity period is stated in the quote itself.

All prices are exclusive of GST unless explicitly stated otherwise. When GST applies, it will be clearly shown on the quote and invoice.

Where a project scope changes after a quote has been accepted, Harrby will issue a revised quote or variation for agreement before proceeding. We won't surprise you with unexpected costs.

5. Training & Courses

Harrby delivers Microsoft Certified training and related programs. Here's what you need to know before enrolling:

Fees & Payment Course fees are payable prior to commencement. Enrolment is confirmed once payment has been received.

Cancellations & Rescheduling We require a minimum of 10 business days' notice to cancel or reschedule a course booking. Cancellations made within this window may be subject to a cancellation fee. Where notice is provided within the required period, we'll work with you to find a suitable alternative date.

Participant Substitutions Can't make it? You can substitute another participant in your place — just let us know before the course starts so we can update our records.

Technical Requirements Participants are responsible for ensuring they have the appropriate system specifications and reliable internet connectivity to participate in the course. Technical requirements are provided at the time of enrolment.

Lab Access Lab environments are provided for up to 180 days after course completion. After this period, lab access will be decommissioned.

Instructor Availability In exceptional circumstances, Harrby may substitute a course instructor. We'll always ensure any substitution maintains the same standard of delivery and expertise.

6. Managed Services & Consulting

All managed service and consulting engagements commence only after an agreed Proposal, Statement of Work (SoW), or Service Agreement has been accepted and executed by both parties.

Work will not begin — and commitments cannot be guaranteed — until a formal Agreement is in place. This protects both parties and ensures scope, responsibilities, and expectations are clearly defined from the start.

For ongoing managed services, your Agreement will define the specific services in scope, service levels, response times, and any associated obligations on both sides.

7. Payments & Invoicing

Standard payment terms are 14 days from invoice date.

We invoice clearly and accurately. If you have a query about an invoice, contact us promptly — we'll resolve it quickly.

Overdue Invoices If an invoice remains unpaid beyond 30 days from the invoice date, Harrby reserves the right to suspend non-essential services until the outstanding amount is settled. We'll provide notice before any suspension occurs.

Persistent non-payment may be treated as a material breach under your Agreement and may result in service termination in accordance with Section 16.

8. CSP Subscriptions

Harrby resells Microsoft and other vendor cloud subscriptions through the Cloud Solution Provider (CSP) program. The following terms apply:

• Subscriptions are billed monthly in arrears or in advance, as specified in your Agreement
• 30 days' written notice is required to cancel a CSP subscription
• Cancellations within a commitment period (such as annual subscriptions billed monthly) may be subject to vendor-imposed fees — we'll advise you of these before any changes are made
• Subscription changes (additions, reductions, upgrades) are subject to vendor availability and licensing terms

Microsoft's own licensing terms apply to all CSP subscriptions. Harrby will assist you in understanding your licence obligations, but ultimate compliance responsibility rests with the Customer.

9. Third-Party Products & Licensing

Many of the platforms we implement and manage are owned and operated by third-party vendors — including Microsoft, and a range of security, backup, and productivity providers.

Harrby is not responsible for:

• Vendor price changes — Licence and subscription costs are set by vendors and subject to change. We'll communicate material price changes with reasonable notice where we're informed of them.
• Service outages or degradation — Availability of third-party platforms is governed by each vendor's own SLAs. Where possible, we'll help you navigate vendor support processes.
• Licensing enforcement — Compliance with software licence terms is the Customer's responsibility. Harrby can assist with licence management and advisory, but we cannot be held liable for the Customer's licensing decisions.

Where third-party products are included in a Harrby engagement, relevant vendor terms and acceptable use policies apply alongside these Terms.

10. Intellectual Property

All content on the Harrby website — including text, graphics, design, code, and structure — is the intellectual property of Harrby Pty Ltd and is protected under Australian copyright law.

This also applies to:

• Scripts, automation templates, and tools developed by Harrby, unless explicitly transferred by a written Agreement
• Training materials and course content — All Harrby-developed training content remains our intellectual property. Participants are licensed to use materials for personal learning only.

Customer-owned IP: Any intellectual property you bring to an engagement remains yours. Harrby will not claim ownership of your data, configurations, or pre-existing materials.

If an engagement involves the creation of new intellectual property, ownership will be defined in the relevant Agreement or SoW. Where not specified, IP created specifically for a Customer may be assigned upon full payment — contact us to discuss.

11. Security & Data

Security is central to what we do. Harrby follows industry best practice and maintains a layered security posture across our operations and the environments we manage.

Our specific security obligations — including technical controls, monitoring, incident response, and data handling — are outlined in your Agreement and our Privacy Policy.

Customer responsibilities: Security is a shared model. Customers are responsible for the obligations outlined in their Agreement and our Acceptable Use Policy. This includes maintaining access controls, ensuring user compliance, and promptly reporting suspected incidents.

For a full description of how we handle your data, see our Privacy Policy.

12. Privacy

We take privacy seriously and handle personal information in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles (APPs).

Our full Privacy Policy is available at harrby.com/privacy-policy. It explains what we collect, how we use it, how we protect it, and your rights as an individual.

By engaging Harrby, you acknowledge and agree to our Privacy Policy.

13. Limitation of Liability

Harrby provides services with care and expertise — but we cannot accept unlimited liability.

To the extent permitted by law:

• Harrby is not liable for any indirect, consequential, incidental, or special loss or damage — including loss of revenue, loss of data, or business interruption — arising from our services or any failure of third-party platforms
• Our total aggregate liability to you in connection with any claim is limited to the total fees paid by you to Harrby in the three months preceding the event giving rise to the claim

Nothing in these Terms limits liability for fraud, gross negligence, or any liability that cannot be excluded under Australian consumer law.

14. Indemnity

You agree to indemnify, defend, and hold harmless Harrby and its personnel against any claims, losses, damages, or costs (including legal costs) arising from:

• Misuse of Harrby-managed services by you or your users
• Unlicensed software or activity within your environment
• Security negligence on your part — including failure to implement required controls, maintain MFA, or respond promptly to reported incidents
• Breach of these Terms or any applicable Agreement

This indemnity reflects the shared responsibility model at the core of managed services. We take our obligations seriously — and we expect the same in return.

15. Service Availability & Maintenance

Harrby aims to deliver reliable, consistent services. However, planned and emergency maintenance may occasionally affect service availability.

• Planned maintenance will be communicated with reasonable advance notice where possible
• Emergency maintenance may be required to address security vulnerabilities or critical system issues — we'll notify you as quickly as practicable
• Uptime commitments and SLAs apply only where explicitly defined in your Agreement

For third-party platforms (such as Microsoft 365 or Azure), availability is governed by the relevant vendor's SLA — not Harrby's. We'll keep you informed of any material outages affecting your environment.

16. Termination

Either party may terminate an Agreement under the following circumstances:

• Material breach — If either party materially breaches the Agreement and fails to remedy the breach within a reasonable notice period
• Insolvency — If either party becomes insolvent, enters administration, or ceases to carry on business
• Non-payment — If the Customer fails to pay invoices and the matter is not resolved within the timeframe specified in the Agreement

On termination:

• Harrby will cease providing services from the effective termination date
• Data handover and transition support is available at agreed professional services rates
• Any outstanding invoices remain payable in full

Where termination is initiated by Harrby, we'll work with you to ensure a reasonable transition period where circumstances allow.

17. Force Majeure

Harrby is not liable for any delay, failure, or interruption to services caused by events beyond our reasonable control — including but not limited to natural disasters, power outages, telecommunications failures, cyberattacks by third parties, acts of government, or pandemic conditions.

In such circumstances, we'll notify you promptly, take reasonable steps to minimise impact, and work with you to restore services as quickly as practicable.

18. Acceptable Use

All use of Harrby-managed services must comply with our Acceptable Use Policy (AUP).

In summary: services must be used for lawful, legitimate business purposes only. Illegal, malicious, or unauthorised activity is strictly prohibited and may result in immediate suspension or termination.

The full AUP is incorporated into these Terms and Conditions by reference.

19. Subcontracting

Harrby may engage subcontractors or specialist partners to assist in the delivery of services. Where we do:

• Harrby remains responsible for the quality and outcomes of work delivered
• Subcontractors are bound by confidentiality obligations consistent with our own
• We do not disclose your information to subcontractors beyond what is necessary to deliver the services

If you have concerns about a specific subcontractor arrangement, please raise them with us.

20. Dispute Resolution

We'd always prefer to resolve issues directly and constructively. If a dispute arises, here's how we'll handle it:

1. Good faith negotiation — Both parties agree to first attempt resolution through direct, good-faith discussion at a senior level
2. Formal notice — If informal discussion doesn't resolve the matter, either party may issue a formal written notice of dispute
3. Mediation — If the dispute remains unresolved after 20 business days from the date of formal notice, the parties agree to seek mediation through a mutually agreed mediator before initiating litigation
4. Litigation — Legal proceedings may only be commenced after mediation has been genuinely attempted and has failed to produce a resolution

This process reflects our commitment to maintaining professional, constructive relationships — even when things get complicated.

21. Governing Law

These Terms and Conditions are governed by and construed in accordance with the laws of New South Wales, Australia.

Both parties submit to the non-exclusive jurisdiction of the courts of New South Wales for the resolution of any dispute that cannot be settled through the process described in Section 20.

Contact Us

Questions about these Terms and Conditions, or how they apply to your specific engagement?

Legal & Compliance Harrby Pty Ltd Email: legal@harrby.com

These Terms and Conditions are general in nature and apply to all standard engagements with Harrby. For enterprise engagements, specific terms may be defined in a Master Services Agreement or bespoke contract. Where a signed Agreement exists between you and Harrby, the terms of that Agreement will take precedence over these general Terms and Conditions in the event of any inconsistency.