Terms and Conditions

1. Definitions

"Agreement" means these Terms and Conditions together with any Statement of Work or Service Order.

"Client" means the party engaging SQL Insight Solutions for Services.

"Confidential Information" means all information disclosed by either party that is marked confidential or that reasonably should be understood to be confidential, including database structures, configurations, credentials, and business data.

"Services" means the SQL Server database management, consulting, performance tuning, health checks, migrations, upgrades, and managed services provided by SQL Insight Solutions.

"SQL Insight Solutions", "we", "us", or "our" means SQL Insight Solutions Pty Ltd.

2. Services

2.1 SQL Insight Solutions provides professional SQL Server database services including performance tuning, health checks, managed services, migrations, upgrades, and consulting as detailed in the relevant Statement of Work.

2.2 Services may incorporate artificial intelligence and machine learning technologies to enhance database monitoring, analysis, and recommendations. Our use of AI is governed by our separate AI Policy, which forms part of this Agreement.

2.3 All Services are provided from Australia and are intended for clients operating within Australia.

3. Service Level Commitments

3.1 Response Time: For clients on Managed Services plans, we commit to an initial response time of less than one (1) hour during business hours (Monday to Friday, 8:00 AM to 6:00 PM AEST, excluding public holidays) for critical issues.

3.2 System Availability: For monitoring and managed services infrastructure under our control, we target 99.9% uptime measured monthly, excluding scheduled maintenance windows communicated at least 48 hours in advance.

3.3 Exclusions: Service level commitments do not apply to issues caused by: (a) Client infrastructure or third-party services; (b) Force majeure events; (c) Client actions or modifications outside our recommendations; (d) Scheduled maintenance.

4. Client Responsibilities

4.1 The Client shall provide SQL Insight Solutions with:

• Reasonable access to systems, databases, and documentation required to perform the Services
• Accurate and complete information regarding their database environment
• Timely responses to requests for information or decisions
• Appropriate authorisations and credentials

4.2 The Client is responsible for maintaining adequate backups of all data before any work is performed. While SQL Insight Solutions takes reasonable precautions, the Client acknowledges database work carries inherent risks.

4.3 The Client must ensure they have appropriate licences for all software environments we work with.

5. Fees and Payment

5.1 Fees for Services are as quoted in the relevant Statement of Work or Service Order.

5.2 Payment Terms: Invoices are due and payable within thirty (30) days of the invoice date.

5.3 Late payments will incur interest at the rate of 2% per month on outstanding amounts.

5.4 All fees are quoted in Australian Dollars (AUD) and are exclusive of GST, which will be added where applicable.

6. Term and Cancellation

6.1 For project-based services, the Agreement continues until completion of the project scope.

6.2 For Managed Services and ongoing engagements:

• Either party may terminate with thirty (30) days written notice
• The Client remains liable for fees incurred up to the effective termination date
• Upon termination, SQL Insight Solutions will provide reasonable transition assistance

6.3 Either party may terminate immediately if the other party:

• Commits a material breach that is not remedied within 14 days of written notice
• Becomes insolvent or enters administration

7. Intellectual Property

7.1 SQL Insight Solutions retains all intellectual property rights in our methodologies, tools, scripts, and pre-existing materials.

7.2 Work product created specifically for the Client (such as customised scripts, documentation, and configurations) is owned by the Client upon full payment.

7.3 SQL Insight Solutions may use generalised knowledge, skills, and experience gained during the engagement for other clients, provided no Confidential Information is disclosed.

8. Confidentiality

8.1 Each party agrees to maintain the confidentiality of the other party's Confidential Information and to use it only for purposes of this Agreement.

8.2 Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully known before disclosure; (c) is independently developed; or (d) is required to be disclosed by law.

8.3 SQL Insight Solutions implements appropriate technical and organisational security measures to protect Client data.

9. Limitation of Liability

9.1 Liability Cap: SQL Insight Solutions' total aggregate liability under or in connection with this Agreement, whether in contract, tort (including negligence), or otherwise, shall not exceed the total fees paid by the Client in the twelve (12) months preceding the claim.

9.2 Exclusions: To the maximum extent permitted by law, SQL Insight Solutions shall not be liable for:

• Loss of profits, revenue, data, or business opportunities
• Indirect, consequential, or incidental damages
• Damages arising from Client's failure to maintain adequate backups
• Issues arising from Client modifications or third-party interventions

9.3 Nothing in this Agreement excludes or limits liability that cannot be excluded or limited under Australian law, including liability under the Australian Consumer Law.

10. Warranties and Disclaimers

10.1 SQL Insight Solutions warrants that Services will be performed with reasonable skill and care consistent with industry standards.

10.2 We do not warrant that Services will be error-free, uninterrupted, or achieve specific performance outcomes, as database performance depends on many factors outside our control.

10.3 Any recommendations or AI-generated insights are provided as professional guidance and require human review and approval before implementation.

11. Indemnification

11.1 The Client agrees to indemnify SQL Insight Solutions against claims arising from: (a) Client's breach of this Agreement; (b) Client's misuse of Services; (c) Client data that infringes third-party rights.

12. Force Majeure

12.1 Neither party shall be liable for delays or failures caused by circumstances beyond reasonable control, including natural disasters, pandemic, government actions, or infrastructure failures.

13. Privacy

13.1 SQL Insight Solutions collects and processes personal information in accordance with our Privacy Policy and the Privacy Act 1988 (Cth).

13.2 Where Services involve processing Client data containing personal information, SQL Insight Solutions acts as a contracted service provider and will handle such data in accordance with the Client's reasonable instructions.

14. Dispute Resolution

14.1 The parties agree to attempt to resolve disputes through good faith negotiation.

14.2 If negotiation fails, disputes will be referred to mediation administered by the Australian Disputes Centre before either party may commence legal proceedings (except for urgent injunctive relief).

15. General

15.1 Governing Law: This Agreement is governed by the laws of New South Wales, Australia. The parties submit to the exclusive jurisdiction of the courts of New South Wales.

15.2 Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior discussions and agreements.

15.3 Amendments: Amendments must be in writing and signed by both parties.

15.4 Severability: If any provision is found invalid, the remaining provisions continue in full force.

15.5 Assignment: Neither party may assign this Agreement without the other's written consent.

16. Contact

For questions regarding these Terms: