These Terms of Trade apply whenever Mantalus supplies Goods or Services to you under a Commercial Engagement Document that you have accepted. Capitalised terms are defined in clause 13.

1. Application of these terms

1.1 When these terms apply. These terms apply to all Goods and Services sold, supplied or performed by Mantalus where Mantalus accepts an offer from you based on a written Mantalus quotation, proposal, statement of work or order form (each a CED). The CED and these terms together form the Contract.

1.2 When they do not apply. These terms do not apply to the extent that:

• you and Mantalus have entered into an Individual Contract under an agreed Head Agreement; or
• Mantalus has expressly agreed in writing to supply the Goods or Services under a separate written agreement.
• you pay for actual usage as metered by the Third Party Provider, plus any fees or margin set out in the CED;
• we invoice in Australian dollars unless the CED says otherwise. Where the Third Party Provider charges in a foreign currency, we convert at the rate stated in the CED or, if none, the rate the Third Party Provider or our bank applies when we are charged;
• changes in a Third Party Provider's prices, taxes, charges or terms, and exchange rate movements, are passed through to you, and we will give you as much notice as we reasonably can;
• you are responsible for all usage charges incurred under the accounts we bill, including usage by your personnel, contractors and anyone using your credentials, unless the charges result from our error; and
• credits, discounts, rebates and funding (including partner funding programs such as AWS MAP) are available only if and as the Third Party Provider approves them, and are subject to the provider's conditions. We do not guarantee them. If funding is reduced, withdrawn or recovered because you did not meet its conditions, you are liable for the shortfall.
• for Goods: replacing or repairing them, or paying the cost of having them replaced or repaired; and
• for Services: supplying them again, or paying the cost of having them supplied again.
• for Goods: the part of the Price you have paid for those Goods;
• for Services: the part of the Price you have paid for those Services; and
• for Cloud Services: the fees you paid us for the affected Cloud Services in the twelve (12) months before the event that gave rise to the claim.
• Business Day means a day that is not a Saturday, a Sunday or a public or bank holiday in the place where an act is to be performed or a payment is to be made.
• Business Hours means 8:30 am to 5:30 pm on a Business Day.
• CED or Commercial Engagement Document means a Mantalus quotation, proposal, statement of work or order form, which may refer to other specifications that apply to the supply of Goods, Cloud Services or Services.
• Cloud Services means cloud computing services and related products of a Third Party Provider, such as Amazon Web Services, Microsoft Azure or Google Cloud, that we resell or rebill to you as specified in a CED.
• Confidential Information means information of a party that is by its nature confidential or that the party designates as confidential, including trade secrets and information about its commercial activities, pricing, technology, business processes, clients and strategy.
• Contract means the legally binding contract between Mantalus and you made up of the relevant CED and these Terms of Trade.
• EULA means the licence agreement that governs your use of Software directly between you and the owner of that Software.
• Goods means Hardware and Software supplied by us.
• GST has the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
• Hardware means any physical product made by a third party, including any associated third party maintenance contract, as specified in a CED.
• Head Agreement means Mantalus's umbrella agreement for the supply of goods and services to its customers.
• Incidental Costs means delivery costs, tax (other than GST), installation, support or maintenance costs, site preparation, audits of your physical environments, overtime rates and miscellaneous expenses such as travel and accommodation.
• Individual Contract means a separate contract between Mantalus and a customer formed under a Head Agreement.
• Managed Services means the ongoing operation, monitoring and support services described as managed services in a CED.
• Materials means literary works and other works of authorship that we deliver to you as part of a Service. Materials do not include licensed software provided under a EULA.
• Mantalus, us, our or we means All Cloud Pty Ltd (ABN 68 619 650 903) trading as Mantalus, or any of its Related Bodies Corporate specified in a CED as the seller or supplier.
• Price means the price payable for the Goods, Cloud Services and Services as set out in a CED.
• Professional Services means consulting, architecture, migration, security, DevOps, assessment and similar project-based services described in a CED.
• Related Body Corporate has the meaning given in the Corporations Act 2001 (Cth).
• Services means Professional Services, Managed Services and any other services we supply under a CED.
• Software means licensed, packaged software made, licensed or owned by a Third Party Provider and procured by Mantalus for you, whose use is subject to that provider's EULA, including any associated support and maintenance contract.
• Third Party Provider means the maker, owner or licensor of Hardware, Software or Cloud Services, other than Mantalus or you.
• Third Party Products means Hardware, Software and Cloud Services.
• You or your means the customer entity specified in a CED.

1.3 Order of precedence. If there is an inconsistency, a CED prevails over these terms only to the extent that it expressly states it overrides a specific clause of these terms.

1.4 Acceptance. You accept the Contract when you sign or otherwise confirm a CED in writing, issue a purchase order that references a CED, or instruct us to begin work or supply under a CED.

1.5 Your documents. Unless Mantalus expressly agrees otherwise in writing, the terms on any document you issue (including a purchase order, confirmation, receipt, pre-printed form, procurement policy or standard retainer document) do not apply to the Goods and Services and do not vary these terms.

1.6 Updates to these terms. We may update these terms from time to time by publishing a new version on our website. The updated version applies to any CED accepted after publication. It does not change a Contract that has already been formed.

2. Our Services

2.1 What we supply. Depending on the CED, Mantalus may supply Professional Services (such as consulting, architecture, migration, security, DevOps and Well-Architected reviews), Managed Services (ongoing operation, monitoring and support of your cloud environments), Cloud Services (cloud platform consumption that we resell or rebill to you) and Goods.

2.2 How we perform Services. Unless otherwise agreed, we perform Services during Business Hours on Business Days, in accordance with the CED. We may use the people, resources and subcontractors we consider appropriate, and we remain responsible for work performed by our subcontractors.

2.3 Managed Services. We provide Managed Services in line with the service descriptions and service levels in the CED. Unless the CED expressly says otherwise, Managed Services do not include hosting your data or applications, and we are not responsible for outages or faults caused by a Third Party Provider, by changes made to your environment by anyone other than us, or by your failure to follow our reasonable advice.

2.4 Estimates and timeframes. Estimates of effort, timeframes and dates are made in good faith using the information available to us when we prepare the CED. They are not guarantees, and time is not of the essence.

2.5 Changes to scope. Either of us may request a change to the scope of a CED. A change takes effect only when both of us agree to it in writing, including any change to fees or timeframes. If you ask us to perform work outside the agreed scope, we may charge for it on a time and materials basis at our then-current rates.

2.6 Acceptance. If the CED sets out an acceptance process, that process applies. Otherwise, a deliverable is taken to be accepted ten (10) Business Days after delivery unless, within that period, you give us written notice describing in reasonable detail how it materially fails to meet the CED. We will then correct the failure within a reasonable time.

2.7 Cancellation and rescheduling. If you cancel or reschedule Services with less than five (5) Business Days' notice, we may charge you for resources we have committed and costs we cannot reasonably recover.

3. Your responsibilities

3.1 Cooperation. You must perform your obligations under the Contract and cooperate fully, act reasonably and in good faith to help us deliver on time. This includes not unreasonably withholding or delaying any decision, approval, information, assistance or other resource we need.

3.2 Access and site readiness. You must give us the access we reasonably need to your premises, systems, cloud accounts, equipment and people, and complete any site preparation needed for efficient delivery. You must tell us in advance about any site, security or safety policies that apply to our personnel, and provide any training they require at no charge to us.

3.3 Accurate information. You warrant that the information you give us about your requirements, specifications and environment is complete and accurate, and that you have given it to us before the CED is agreed or when we reasonably request it. We may rely on that information. If it proves to be incomplete or inaccurate, we may adjust fees and timeframes to reflect the effect on the work.

3.4 Credentials, security and backups. You are responsible for protecting the credentials, access keys and permissions for accounts and systems you control, and for activity carried out using them. You must tell us promptly if you suspect a compromise. Unless the CED expressly says we are responsible for backups, you are responsible for maintaining backups of your data.

3.5 Authority and lawful use. You confirm that you have authority to enter the Contract. You must use the Goods, Cloud Services and Services lawfully and in line with the Third Party Terms that apply to them.

3.6 Delays caused by you. If you do not meet your responsibilities and that delays us, our timeframes are extended by the period of the delay and we may charge you our reasonable additional costs.

3.7 Our commitment. We will cooperate fully and act reasonably and in good faith to deliver the Goods and Services on time, and we will comply with any site, security or safety policies you have told us about under clause 3.2.

4. Fees and payment

4.1 Price and GST. The Price is set out in the CED. Unless the CED says otherwise, the Price does not include GST or Incidental Costs. If GST applies to a supply under the Contract, you must pay us the GST on top of the Price at the same time as the Price, and we will give you a tax invoice.

4.2 Incidental Costs. You must pay our reasonable Incidental Costs, such as travel and accommodation, that are set out in the CED or that you have approved in advance.

4.3 Invoicing. We invoice at the times and in the manner set out in the CED. If the CED does not say, we invoice Services monthly in arrears and Goods on or after order.

4.4 Payment terms. Unless the CED says otherwise, you must pay each invoice in full within thirty (30) days of the invoice date, by electronic funds transfer, without set-off or deduction.

4.5 Cloud Services billing. Where we resell or rebill Cloud Services to you:

4.6 Disputed invoices. If you dispute an invoice, you must tell us in writing within fourteen (14) days of the invoice date, giving reasons. You must pay the undisputed portion on time. We will investigate promptly and work with you, and with the Third Party Provider where relevant, to resolve the dispute.

4.7 Late payment. Interest is payable on overdue amounts at 2% per annum above the prime lending rate of our principal banker, calculated daily from the due date until payment. To the extent the law allows, you must also pay our reasonable costs of recovering overdue amounts.

4.8 Suspension for non-payment. If an amount remains unpaid seven (7) days after we give you written notice, we may suspend the Services and Cloud Services (including by suspending the affected accounts or billing arrangements) until you pay. Suspension does not relieve you of your obligation to pay.

4.9 Fee review. For Managed Services and any CED with a term over twelve (12) months, we may adjust fees once in each 12-month period on thirty (30) days' written notice, unless the CED fixes the fees for a set period. If you do not accept an adjustment, you may end the affected Services by written notice given before it takes effect, and you will pay only for Services performed up to the end date.

5. Third Party Products and Cloud Services

5.1 Third Party Terms. Third Party Products are made or operated by Third Party Providers, not by Mantalus. Your use of them is governed by the Third Party Provider's own terms, such as the AWS Customer Agreement and Acceptable Use Policy, Microsoft and Google Cloud terms, and software end user licence agreements (Third Party Terms). You must comply with the Third Party Terms and sign any EULA that a Third Party Provider requires you to accept directly. Before you order, we will give you a copy of, or a link to, the relevant Third Party Terms on request.

5.2 Our role as reseller. When we resell or rebill Third Party Products, we act as reseller. Unless the CED says otherwise, the Third Party Provider, not Mantalus, is responsible for operating, securing and supporting its products. You agree that we may share information about you and your usage with a Third Party Provider where needed for billing, compliance, support and partner programs.

5.3 Changes and suspension. A Third Party Provider may change, suspend or discontinue its products, or suspend an account, under its Third Party Terms. We will tell you promptly when we become aware of a change or suspension that materially affects you. We may suspend Cloud Services where the Third Party Provider requires it, or where your use breaches the Third Party Terms or the law or threatens the security or stability of the platform or other customers. We will give you notice first where that is reasonably practicable.

5.4 Moving accounts at the end of the Contract. If you have paid all amounts due and the Third Party Provider permits it, we will reasonably assist you to move your Cloud Services accounts to direct billing with the Third Party Provider or to another reseller. Unless the CED says otherwise, we charge for that assistance on a time and materials basis at our then-current rates.

5.5 Third party warranties. You accept the Hardware manufacturer's warranty and the Third Party Software owner's warranty for those products. We will pass on to you any warranty we receive from the manufacturer or owner, and give you information about how to claim under it. Subject to clause 7.1, we give no warranty of our own for Hardware, Software or Cloud Services.

5.6 Integration. You accept each Third Party Provider's warranties about the integration, compatibility and interoperability of its products with other products. Unless the CED says otherwise, we do not warrant that Third Party Products from different providers will integrate or work together.

5.7 Assistance with Third Party Product issues. Issues with a Third Party Product, including warranty claims, may be resolved directly between you and the Third Party Provider under its Third Party Terms. We will give you reasonable incidental assistance where we can. If you ask for assistance outside the warranty claims process, we may charge for it on a time and materials basis. A CED may provide that we take on a first-line warranty claims support role.

6. Hardware: delivery, risk, title and returns

This clause applies only where the CED includes Hardware.

6.1 Delivery dates. Estimated delivery dates are based on information from suppliers and may change. We will tell you promptly if we learn of a change. We are not responsible for delays caused by a supplier or by other circumstances beyond our reasonable control.

6.2 Risk. Risk of loss or damage passes to you when the Hardware is delivered to you or your authorised representative.

6.3 Title. Title to Hardware stays with us until you have paid for it in full. You acknowledge that this creates a security interest under the Personal Property Securities Act 2009 (Cth) (PPSA), which we may register. To the extent the law permits, you waive any right to receive notice of that registration.

6.4 Your obligations until payment. You may resell Hardware in the ordinary course of your business before paying for it. Until you have paid in full, you hold the Hardware as bailee for us, and you must keep it safe, insured and identifiable, and return it to us on demand if payment is overdue.

6.5 Entry and recovery. Until you have paid in full, we may enter your premises at any reasonable time, on reasonable notice, to inspect records about the Hardware and its resale, and to recover Hardware that has not been paid for. If we cannot otherwise identify which Hardware is ours, it is treated as sold in the order you received it.

6.6 Returns. We will process each claim by you to return Hardware under our returns process and the relevant supplier's returns policy. We will give you a copy on request.

7. Warranties and consumer guarantees

7.1 Consumer guarantees. Nothing in these terms excludes, restricts or modifies any right, remedy, guarantee, warranty or other term that the law implies or imposes and that cannot lawfully be excluded, including the consumer guarantees under the Australian Consumer Law (ACL). Where the ACL applies to a supply to you, you are entitled to a replacement or refund for a major failure and to compensation for any other reasonably foreseeable loss or damage. You are also entitled to have goods repaired or replaced if they fail to be of acceptable quality and the failure does not amount to a major failure.

7.2 Services warranty. We warrant that we will perform the Services, including providing any Materials, with due care and skill and in accordance with the CED and any milestones it sets out. If a Service does not meet this warranty and you notify us in writing within thirty (30) days after it is delivered (or any longer period the CED specifies), we will re-perform it at no extra charge. For Managed Services, the period runs from the date each part of the Service is performed.

7.3 Claiming a Hardware or Third Party Software warranty. To claim under a manufacturer's or owner's warranty, you must tell us in writing, at the address in clause 12.3, within the warranty period the manufacturer or owner specifies. We will help you make the claim. The manufacturer's or owner's warranty explains who bears the cost of making the claim and how you can recover any expenses. The benefits of that warranty are in addition to your other rights and remedies under law.

7.4 Other warranties excluded. To the extent the law permits, and except as set out in these terms, the CED or an Individual Contract, we supply Goods and Cloud Services on an "as is" basis and exclude all warranties and conditions, express, implied or statutory. This includes any warranty of merchantability, fitness for a particular purpose, freedom from viruses, uninterrupted or error-free operation, or accuracy or completeness of results.

7.5 Remedies. To the extent the law permits (including under section 64A of the ACL), our liability for breach of a warranty or consumer guarantee, other than a guarantee about title, undisturbed possession or undisclosed securities, is limited at our option to:

7.6 Your environment and information. To the extent the law permits, and in proportion to the extent it caused or contributed to the loss, we are not liable for loss or damage that results from connecting or integrating the Goods, Cloud Services or Services with your existing processes, products, materials, environment or systems where that was not adequately accounted for in the CED, or that results from inaccurate or incomplete information from you.

8. Intellectual property

8.1 Our Materials. Unless the CED says you own a specific deliverable, we retain all right, title and interest in the Materials, including any tools, templates, code, methodologies and know-how we create or use, whether before or during the Services.

8.2 Licence to you. Once you have paid for the relevant Services in full, we grant you a non-exclusive, perpetual licence to use, copy and distribute the Materials within your group of companies for your internal business purposes. Each party must reproduce the copyright notice on any copies it makes under this licence.

8.3 Your materials. You keep ownership of your data, content and pre-existing intellectual property. You grant us a non-exclusive licence to use them for the purpose of performing the Services. You warrant that you have the right to give us those materials and that our use of them as the Contract allows will not infringe anyone's rights.

8.4 General ideas and know-how. Subject to clause 9 and any applicable patents and copyrights, either party may freely use any general idea, concept, know-how or technique developed or provided by a party, or by both jointly, in performing a Service.

8.5 Third Party Software. Materials do not include Third Party Software, which is licensed under its EULA.

9. Confidentiality, privacy and data

9.1 Confidentiality. Each of us must keep the other's Confidential Information confidential, use it only to perform or receive the benefit of the Contract, and not disclose it except to our employees, contractors and professional advisers who need to know it and are bound to keep it confidential, or where the law requires. Where the law allows, the party that has to disclose must tell the other first.

9.2 Exceptions. Clause 9.1 does not apply to information that is or becomes public other than through a breach of the Contract, that the receiving party already knew or independently developed, or that it received lawfully from someone else without a duty of confidence.

9.3 Privacy. Each of us must comply with the Privacy Act 1988 (Cth) in relation to personal information handled in connection with the Contract. If we access personal information in your environment while performing the Services, we will use it only to perform the Services and in line with your reasonable written instructions, and we will keep it secure. Our Privacy Policy explains how we handle personal information we collect ourselves.

9.4 Data breaches. Each of us must tell the other promptly if we become aware of a data breach affecting personal information handled under the Contract, and must reasonably cooperate in assessing and responding to it.

9.5 Your data. You are responsible for your data and for making sure you have the right to give us access to it for the purposes of the Contract.

10. Limitation of liability

10.1 Indirect loss. To the extent the law permits, and except for a breach of clause 9.1, neither of us is liable to the other for any indirect, special or consequential loss or damage, whether arising in contract, tort (including negligence), under statute or otherwise.

10.2 Cap on our liability. To the extent the law permits, our total liability to you for all claims in connection with the Contract, whether in contract, tort (including negligence), under statute or otherwise, is limited to:

10.3 Separate caps. Where a claim relates to more than one of Goods, Services and Cloud Services, the limits in clause 10.2 apply separately to each.

10.4 What these limits do not cover. Clauses 10.1 and 10.2 do not limit liability for fraud, for death or personal injury, or for any liability that cannot lawfully be limited.

10.5 Shared responsibility. A party's liability to the other is reduced to the extent that the other party, or its officers, employees, agents or contractors, caused or contributed to the loss, damage, cost or expense. Each of us must take reasonable steps to limit our loss.

10.6 Third Party Providers. To the extent the law permits, we are not liable for the acts, omissions, outages or data loss of a Third Party Provider, except to the extent caused by our breach of the Contract.

11. Term and termination

11.1 Term. The Contract continues for the term set out in the CED, or until each of us has fulfilled our obligations under it. A CED does not renew automatically unless it says so.

11.2 Termination for default. Either of us may terminate the Contract by written notice if the other is in material default and has not fixed the default within thirty (30) days of receiving written notice of it.

11.3 Insolvency. Either of us may terminate the Contract immediately by written notice if the other becomes unable to pay its debts as and when they fall due, or becomes subject to an external administration or similar event.

11.4 Commitments made for you. If the Contract ends, you remain liable for amounts due for Services performed and Goods and Cloud Services supplied up to the end date. You also remain liable for commitments we made at your request that we cannot cancel, such as reserved capacity, savings plans or minimum spend commitments with a Third Party Provider.

11.5 Return of materials. When the Contract ends, each of us must return or securely destroy the other's Confidential Information on request, except where the law or our professional record-keeping obligations require us to keep it.

11.6 Survival. Clauses that by their nature are intended to continue after the Contract ends, including clauses 4, 8, 9, 10 and 12, continue to apply.

12. General provisions

12.1 Force majeure. Neither of us is liable for a failure or delay in performing our obligations, other than an obligation to pay money, to the extent it is caused by circumstances beyond our reasonable control. Examples are natural disasters, fire, flood, war, terrorism, riots, government action, widespread industrial action, and widespread telecommunications or power failure. The affected party must tell the other promptly and use reasonable efforts to resume performance. If the circumstances continue for more than sixty (60) days, either of us may terminate the affected CED by written notice.

12.2 Assignment. You may not assign or transfer your rights or obligations under the Contract without our written consent, which we will not unreasonably withhold. We may assign or novate the Contract to a Related Body Corporate, or to a successor to all or substantially all of our business, by written notice to you, provided the assignee is able to perform our obligations.

12.3 Notices. A notice under the Contract must be in writing and sent by hand, post or email to the other party at the address in the CED. Notices to us may be sent to Level 18, 567 Collins St, Melbourne VIC 3000 or hello@mantalus.com.

12.4 Disputes. If a dispute arises, the party raising it must give the other a written notice describing it. Senior representatives of each of us must then meet within ten (10) Business Days and try in good faith to resolve it. If it is not resolved within thirty (30) days of the notice, either of us may start court proceedings. This clause does not stop either of us from seeking urgent interim relief.

12.5 Non-solicitation. While we are performing Services for you and for six (6) months afterwards, you must not directly solicit for employment any of our personnel who worked on the Services, without our written consent. General job advertising that is not aimed at our personnel does not breach this clause.

12.6 Severability. Each provision of the Contract is enforceable independently of the others. If a provision is illegal, invalid or unenforceable, it does not affect the others. If the provision would be valid with part of it removed, it applies with the changes needed to make it valid.

12.7 Variations. The Contract may be varied only if both of us agree in writing.

12.8 Waiver. A failure or delay by either of us in enforcing a provision of the Contract is not a waiver of that provision or any other, unless the party agrees in writing.

12.9 Entire agreement. The Contract is the entire agreement between us about its subject matter. It replaces all earlier conditions, warranties, representations, statements, agreements, undertakings and indemnities, whether written, oral or implied, about that subject matter.

12.10 Governing law. The Contract is governed by the laws of Victoria. Each of us submits to the non-exclusive jurisdiction of the courts of Victoria.

13. Definitions

• Business Day means a day that is not a Saturday, a Sunday or a public or bank holiday in the place where an act is to be performed or a payment is to be made.
• Business Hours means 8:30 am to 5:30 pm on a Business Day.
• CED or Commercial Engagement Document means a Mantalus quotation, proposal, statement of work or order form, which may refer to other specifications that apply to the supply of Goods, Cloud Services or Services.
• Cloud Services means cloud computing services and related products of a Third Party Provider, such as Amazon Web Services, Microsoft Azure or Google Cloud, that we resell or rebill to you as specified in a CED.
• Confidential Information means information of a party that is by its nature confidential or that the party designates as confidential, including trade secrets and information about its commercial activities, pricing, technology, business processes, clients and strategy.
• Contract means the legally binding contract between Mantalus and you made up of the relevant CED and these Terms of Trade.
• EULA means the licence agreement that governs your use of Software directly between you and the owner of that Software.
• Goods means Hardware and Software supplied by us.
• GST has the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
• Hardware means any physical product made by a third party, including any associated third party maintenance contract, as specified in a CED.
• Head Agreement means Mantalus's umbrella agreement for the supply of goods and services to its customers.
• Incidental Costs means delivery costs, tax (other than GST), installation, support or maintenance costs, site preparation, audits of your physical environments, overtime rates and miscellaneous expenses such as travel and accommodation.
• Individual Contract means a separate contract between Mantalus and a customer formed under a Head Agreement.
• Managed Services means the ongoing operation, monitoring and support services described as managed services in a CED.
• Materials means literary works and other works of authorship that we deliver to you as part of a Service. Materials do not include licensed software provided under a EULA.
• Mantalus, us, our or we means All Cloud Pty Ltd (ABN 68 619 650 903) trading as Mantalus, or any of its Related Bodies Corporate specified in a CED as the seller or supplier.
• Price means the price payable for the Goods, Cloud Services and Services as set out in a CED.
• Professional Services means consulting, architecture, migration, security, DevOps, assessment and similar project-based services described in a CED.
• Related Body Corporate has the meaning given in the Corporations Act 2001 (Cth).
• Services means Professional Services, Managed Services and any other services we supply under a CED.
• Software means licensed, packaged software made, licensed or owned by a Third Party Provider and procured by Mantalus for you, whose use is subject to that provider's EULA, including any associated support and maintenance contract.
• Third Party Provider means the maker, owner or licensor of Hardware, Software or Cloud Services, other than Mantalus or you.
• Third Party Products means Hardware, Software and Cloud Services.
• You or your means the customer entity specified in a CED.

Last updated: October 2026