Service Agreements and Policies

Summary

blueAPACHE's customer contract is the Service Agreement: a Service Order, the General Terms and Conditions v3.6, the Acceptable Use Policy, and the Schedule for each service taken. This page sets out what those documents commit both sides to, clause by clause, in plain language: the 36-month default term and the notice requirement that catches people out, how fees and price rises work, the invoice-dispute deadline that permanently waives your rights if missed, what does and does not count as a service level, the two different suspension regimes, what happens on termination, and the additional obligations that apply to APRA-regulated customers. Where the General Terms leave something to a Schedule, that is said rather than glossed over, because the Schedules are not published.

Key facts

What the Service Agreement is made of

The agreement is not one document. It is the Service Order you sign, the General Terms and Conditions v3.6, the Acceptable Use Policy, and a Schedule for each service. Where they conflict, a defined order of precedence decides which wins.

Two of those documents can change without your signature. blueAPACHE may update the Acceptable Use Policy by posting it, and may vary a Service Description on 30 days' notice. Everything else requires a Variation signed by both parties. The Schedules matter more than their profile suggests: service credits, site readiness requirements, early termination calculations and disengagement assistance all live there, and none of the Schedules is published.

Term, renewal, and the notice requirement

Unless a Service Description or Service Order says otherwise, services other than Professional Services run for an initial 36-month Minimum Service Period from the Service Commencement Date, and renew in further 36-month periods unless blueAPACHE advises otherwise.

The detail that catches people out is what counts as notice. "Written Notice" is defined as a Service Order executed and authorised by the Customer — not a letter, not an email. Declining renewal therefore requires a signed instrument, not correspondence.

If no notice is given and you keep using the service after the period ends, three things happen at once:

• The Service Period for all services on that agreement extends by three months
• Service Levels do not apply during those three months
• You pay blueAPACHE's then current full list price, regardless of any discount you previously held

At the end of the three months the period ends unless both parties agree a Variation. Diarise the notice date against the Service Commencement Date, not the invoice date.

Fees, invoicing and payment

Fixed-fee services are charged monthly in advance for every month of the Service Period. Usage-based services are charged monthly in arrears, subject to any Minimum Spend. Professional Services follow Schedule 1 unless the Service Order says otherwise.

For amounts due in advance, the tax invoice is issued at least 15 days before the due date; for amounts in arrears, on or after the due date. The default payment method is direct debit on the due date. Electronic funds transfer or cheque is available only if blueAPACHE agrees in writing and you meet its credit approval policy, with payment due within 14 days of the invoice date.

All amounts are non-cancellable, non-refundable, and payable without set-off or deduction. GST is payable in addition to fees.

Two mechanics affect usage billing. Usage is rounded up to the nearest whole unit — the General Terms give 1.4GB rounding to 2GB. And where a Minimum Spend applies, falling below it does not reduce the bill: the Minimum Spend remains payable.

Price changes blueAPACHE can make without a signed Variation

Three mechanisms let fees move mid-term without both parties signing.

Third-party cost pass-through. If a contractor or licensor varies its charges to blueAPACHE — including the charging methodology, the amount, additional taxes, or the exchange rate that third party uses — blueAPACHE may vary your fees by the same proportion. The variation takes effect from the date the third party changed its charges, which may precede the date you are told.

Exchange rate movements. Where a Service Order prices against an Agreed Rate, blueAPACHE may vary fees when that rate changes at the end of any month, effective from the end of that month. The Agreed Rate is the exchange rate blueAPACHE uses internally to produce its financial statements.

Increased costs. Under clause 7.4, where a listed event causes blueAPACHE a non-trivial increase — defined as more than $500 per event or series of connected events — it may charge all its increased costs at the Time and Materials Rates on the Service Order, or its then current rates. The triggers are a change in scope or your requirements, your failure to perform an obligation, a negligent act or omission by you or your people, a change of law, a direction or policy change you issue, an assumption in the Service Order proving untrue, an act or omission of one of your third-party providers, or a Force Majeure Event. blueAPACHE drafts a Variation, must use reasonable efforts to mitigate the cost, and you must not unreasonably withhold or delay approval.

For international circuits and anything licensed in a foreign currency, these three clauses together mean the price is not fixed for the term.

Late payment, and the dispute deadline that waives your rights

Late payment attracts a charge calculated daily at 4% over the Reserve Bank of Australia's Cash Rate, from the date payment first becomes overdue to the date it is received, both dates inclusive. It is also a termination trigger: blueAPACHE may terminate or suspend if payment is not made and the failure is not remedied within 5 Business Days of written notice.

The invoice dispute process is strict and runs in a particular order:

1. Pay the invoice in full by the due date. Disputing does not defer payment.
2. Notify blueAPACHE in writing within 60 Business Days of the invoice date, with the perceived error, the amount you believe is due, your calculation, and supporting evidence.
3. If you disagree with blueAPACHE's determination, issue a Dispute Notice within 10 Business Days of receiving it.

Clause 12.15 then applies an irrevocable waiver: if you have not strictly complied with both windows, you permanently lose the right to have that amount or invoice recalculated, corrected or adjusted for any reason. The only carve-out is fraud by blueAPACHE.

The correction mechanism is also asymmetric. An error in your favour is credited against your next invoice, unless the invoice relates to the last period of the Service Period, in which case it is paid. An error in blueAPACHE's favour is invoiced and payable within 14 days.

Sixty Business Days is roughly three calendar months, and it runs from the invoice date rather than from the date you discover the error. Any organisation that reconciles quarterly should check that cadence against this clause.

Service levels, and what does not count as one

Under clause 3.7 blueAPACHE must meet or exceed any Service Level applicable to the services acquired, except where the failure arises from or is contributed to by a Reasonable Excuse.

Two definitional points matter more than the headline.

Only commitments printed under the heading "Service Level" in a Service Description are Service Levels. Response and resolution commitments described elsewhere — including anything labelled a Compliance Target — are not Service Levels and do not carry Service Level consequences.

Service Levels are measured using blueAPACHE's own measurement tools, and clause 3.8 makes those results final and binding on the customer. There is no contractual right to measure independently or to challenge the measurement.

As to remedies: the General Terms and Conditions contain no service credit, rebate or remedy regime for a Service Level failure. Any credits sit in the individual Schedules, which are not published. Before relying on a published uptime figure such as the 99.999% for emPOWER Cloud or the 99.99% for connectivity, obtain the Schedule and confirm whether a credit exists, how it is calculated, and whether it is the sole remedy.

Reasonable Excuse

The Service Level obligation is subject to a broad carve-out. A Reasonable Excuse covers your acts and omissions, third-party provider and telecommunications failures, changes in law, scope, your requirements or policies, assumptions becoming untrue, natural events including pandemic, war and terrorism, malware that current commercially available anti-virus software could not have prevented, industrial and government action or inaction, subcontractor insolvency, and any circumstance beyond blueAPACHE's reasonable control.

The phrase "or is contributed to by" is doing significant work. A failure need not be wholly caused by one of these events for the carve-out to bite.

Reporting, review and audit rights

One gap worth closing in negotiation: the General Terms do not state who bears the cost of a general audit, how often audits may be run, or whether blueAPACHE may charge for the assistance it must give. That contrasts with the APRA clauses below, which expressly put those costs on the customer.

Personnel

blueAPACHE must perform with due skill and care, within any timescales in the agreement or otherwise a reasonable time, and must ensure its people are at all times properly qualified and experienced for their tasks.

If you believe an individual is not performing properly or is behaving unprofessionally, raise it immediately with the blueAPACHE project manager, who must attempt to resolve it promptly. If you remain unsatisfied you may require that person to be removed from your services, and blueAPACHE must promptly replace them at its own cost.

Liability and indemnities

Indirect, special and consequential loss is excluded. General liability is capped at the greater of three months' fees or $25,000. Higher sub-caps apply to breaches of confidentiality, information security and privacy, and to the intellectual property indemnity, with clause 19.4(e) contemplating aggregate liability up to $2 million.

Read that against blueAPACHE's insurance obligations below: professional indemnity cover is required at $1 million each occurrence and in the annual aggregate, which is half the $2 million sub-cap it may face.

Intellectual property and your data

Each party keeps its pre-existing intellectual property. You own all Customer Data and Customer Records. blueAPACHE owns Deliverables and grants you a worldwide, royalty-free licence to use them internally for the Service Period, once fees are paid. Neither party may use the other's marks without consent, though each agrees to be referenced in the other's marketing.

blueAPACHE will not access, delete, edit or vary Customer Data except as specified in the Service Order or as necessary to comply with law, including the Telecommunications Act 1997 and the Telecommunications (Interception and Access) Act 1979.

Suspension: two regimes that differ on who pays

The distinction is easy to miss and expensive to get wrong.

Suspension for your breach (clause 24.3). Fees are not relieved during the suspension, blueAPACHE has no liability for loss arising from it, and reinstatement may attract a re-instatement fee, including charges its own suppliers impose on it.

Suspension or cancellation on blueAPACHE's grounds (clause 3.26). Here you do not incur fees during suspension. The grounds are a contractor suspending or cancelling the service, including where it reaches end of life or is replaced by newer technology; blueAPACHE determining provision is no longer practical for legal or regulatory reasons; or reasonable suspicion that continuing would compromise the security of the blueAPACHE Environment. Notice is "as much as is reasonably possible in the circumstances" — no minimum period is fixed. Both parties must use best efforts to find a solution that prevents or limits the suspension.

Termination

Your rights (clause 24.1). You may terminate immediately by Written Notice if blueAPACHE breaches any provision and does not remedy it within 20 Business Days of notice specifying the breach, or immediately and without cure if it ceases to carry on business or becomes insolvent.

blueAPACHE's rights (clause 24.2). It may terminate or suspend part or all of the agreement if you fail to pay when due and do not remedy within 5 Business Days; if you breach clauses 6, 13.6–13.13, 14.2, 16, 18, 21.4 or 27.4 and do not remedy within 20 Business Days; or immediately, without cure, if you cease to carry on business, become insolvent, merge with another entity, sell substantially all your assets, or undergo a change of control.

Change of control is defined broadly: an entity acquiring 50% or more of your voting shares, equity interest or assets; a change in a majority of your board or partners; or any other effective change of control. Any organisation contemplating a sale, merger or major investment round should raise this clause early, because it hands blueAPACHE an immediate termination right with no cure period.

What happens on termination

Termination does not release you from money owed, excuse any fee instalment, entitle you to a refund, or discharge either party from liability already incurred.

You must immediately pay any fees outstanding for an unmet Minimum Service Period or unmet Minimum Spend. Terminating a 36-month service early therefore crystallises the balance as an immediate debt.

On equipment and information: blueAPACHE may enter your site on reasonable notice during a Business Day to recover its equipment and intellectual property; you must promptly return its equipment or be charged full replacement value; each party must return or certify destruction of the other's confidential information and material; and your licence to Deliverables ends immediately.

Most importantly: you are solely responsible for taking a copy of your data before the end of the Service Period. Clause 9.1 requires blueAPACHE to delete Customer Data at the end of the period and sets no grace period and no maximum time for data return. The one stated timeframe — Customer Records within 10 Business Days of request under clause 17.3 — applies to Records, not to Customer Data. If retrieval matters, negotiate an explicit exit window into the Schedule before signing.

Transition-in and disengagement

Disengagement Services are what clause 9 sets out plus whatever a Schedule adds. Since the Schedules are not published, the extent of exit assistance cannot be established from the public documents and must be requested.

Force majeure

A Force Majeure Event includes earthquake, fire, flood and inclement weather; pandemic, national emergency, terrorist act and war; malfunction or failure of telecommunications equipment or services including the internet, other than where those form part of the blueAPACHE Environment; consequences of a virus, Trojan horse or malicious code that current commercially available anti-virus software could not have prevented; industrial action or inaction; government action or inaction; insolvency of a material subcontractor; and any circumstance beyond the party's reasonable control. The list is inclusive, not exhaustive.

Neither party is liable for delay or failure to the extent caused by such an event, and performance is suspended accordingly. If the delay exceeds 20 Business Days, either party may terminate immediately by written notice.

The commercial sting is in the tail. On that termination the customer must still pay fees to the date of termination and the Early Termination Payment defined in the relevant Schedule — and that payment is due regardless of which party terminates and regardless of which party was affected by the event. A force majeure event affecting blueAPACHE can therefore end in the customer paying an early termination charge. A Force Majeure Event is also a listed trigger for increased costs above $500.

Take-down notices and blueAPACHE's removal rights

You are solely responsible for the content and accuracy of your data. You must promptly notify blueAPACHE if you receive a take-down, service cessation or link deletion notice from the Australian Communications and Media Authority or another regulator, or a direction from the Telecommunications Industry Ombudsman relating to your data, and must promptly comply with it. Failure is an express ground for termination or suspension if not remedied within 20 Business Days.

blueAPACHE holds two removal rights of different strength:

• Clause 14.3, discretionary. It may intercept, remove, alter or prevent access to data or a person it believes is breaching or attempting to breach the agreement including the Acceptable Use Policy, or where it is necessary or prudent following a regulatory notice or Ombudsman direction.
• Clause 14.4, absolute discretion. Without accepting any duty to monitor, it may remove without prior notice or liability any data it believes in its absolute discretion breaches or may breach the agreement, or may expose blueAPACHE or its people to harm or liability.

Provided blueAPACHE acts in good faith, you may not dispute action taken under either clause, even if you have paid the applicable fees.

Risk, title, PPSR and insurance

Title to the blueAPACHE Environment, Facility or Premises never transfers to you. You retain all title and risk in your own equipment, managed equipment, software and data, including data handled in connection with co-location services, and must insure those items with a reputable insurer for full replacement value against all risks, including fire, accidental loss or damage, and attack from viruses, Trojan horses or other malicious code.

IP addresses are not portable. Where blueAPACHE allocates internet protocol numbers, your right to use them ends with the Service Period and blueAPACHE may re-assign them. Anything with a hard-coded address — partner firewall rules, allow-lists, DNS records, third-party VPN peers — needs renumbering on exit. The same point is made on the core network page.

You must not register a security interest under the Personal Property Securities Act 2009 against blueAPACHE or its people in respect of the blueAPACHE Environment, Premises, Facility, your software, records or data, or any co-location data. Breach of clause 21.4 is an express ground for immediate termination or suspension if not remedied within 20 Business Days.

blueAPACHE must maintain, with a reputable APRA-authorised insurer:

It must produce evidence of cover promptly on written request. No cyber liability insurance is required by the General Terms, which is worth noting for a provider whose services include managed detection and response.

APRA-regulated customers

Clause 10 adds obligations where the customer is an APRA-regulated entity and the services are a material business activity under Prudential Standard CPS 231.

You warrant that you complied with APRA's requirements in selecting and appointing blueAPACHE, and that you will meet ongoing obligations for review, monitoring, renewal, change management, risk management including contingency planning, resourcing and governance. If APRA varies CPS 231 or introduces a new standard you must tell blueAPACHE, and the parties will try to agree an adjustment — but blueAPACHE is entitled to charge for the additional cost of varying the agreement and services to meet the new requirement.

On an APRA Request — for information, documents, records, an on-site visit or anything else contemplated by the prudential standards — blueAPACHE will promptly notify you, comply insofar as the request is within APRA's statutory authority, and not disclose or advertise that APRA is conducting or has conducted an audit, except as needed to coordinate with other APRA-regulated customers.

Where you require a business continuity plan, clause 10.4 sets a minimum content standard: the activities needed to minimise interruption, how blueAPACHE's plan integrates with yours, the triggering events, each party's roles and responsibilities, and the processes to prevent loss or damage to data, property, assets or resources and restore the services. You may require testing every 6 months or when reasonably requested, with results provided within 7 days of the test ending.

The cost position is explicit and one-directional: BCP testing and technical reviews are charged to the customer at Time and Materials Rates or blueAPACHE's then current rates.

Non-solicitation

Clause 22 imposes a mutual 12-month restraint on engaging the other party's employees and contractors. The published material confirms the mutuality and the 12-month duration but does not set out the full clause text, so the precise trigger and the point from which the 12 months runs should be read in the executed agreement rather than assumed.

Disputes and governing law

Disputes follow clause 26: a written Dispute Notice, escalation from each party's representative to senior representatives, and only then court proceedings. "Senior representative" is not defined by name or title. The agreement is governed by the laws of Victoria, with exclusive jurisdiction in the Victorian courts.

For invoice disputes specifically, the clause 26 process is additionally gated by the 60 and 10 Business Day windows described above.

What is not published

• The Schedules, and with them service credits, early termination calculations, site readiness requirements, disengagement assistance and minimum spend levels
• Pricing of any kind
• Time and Materials Rates, which several clauses fall back to
• Who bears the cost of a general audit
• Any data retrieval grace period after termination
• The full text of the non-solicitation clause

Related

• Terms of use
• Privacy policy
• Terms and conditions guide
• Support and service levels
• How to engage blueAPACHE
• Data sovereignty and privacy
• ISO 27001 certification
• Support
• Managed services
• Core network and data centre interconnect
• Contact

Frequently asked questions

What is the standard contract term?

A 36-month Minimum Service Period from the Service Commencement Date for services other than Professional Services, unless the Service Description or Service Order says otherwise. It renews in further 36-month periods unless blueAPACHE advises otherwise.

What happens if I do nothing at the end of the term?

All services on that agreement extend for three months, Service Levels do not apply during those three months, and you pay blueAPACHE's then current full list price regardless of any discount you held.

How do I give notice not to renew?

By Written Notice, which the General Terms define as a Service Order executed and authorised by the Customer. A letter or email does not meet the definition.

How do I terminate early?

Early termination triggers immediate payment of fees for any unmet Minimum Service Period and unmet Minimum Spend, plus the Early Termination Payment set out in the relevant Schedule. The Schedule is not published, so obtain the calculation before signing.

Are there service credits if a service level is missed?

None are in the General Terms and Conditions. Any credits sit in the individual Schedules, which are not published. Confirm whether a credit exists for your service, how it is calculated, and whether it is your sole remedy.

Who measures whether a service level was met?

blueAPACHE, using its own measurement tools. Clause 3.8 makes those results final and binding on the customer.

Is everything in a Service Description a service level?

No. Only commitments printed under the heading "Service Level" are Service Levels. Response and resolution commitments described elsewhere, including Compliance Targets, are not.

Can blueAPACHE raise prices mid-term?

Yes, in three situations without a signed Variation: third-party cost increases passed through in the same proportion, exchange rate movements against an Agreed Rate, and increased costs above $500 per event under clause 7.4.

What happens if an invoice is wrong?

Pay it in full by the due date, then notify blueAPACHE in writing within 60 Business Days of the invoice date with your calculation and evidence. If you disagree with the outcome, issue a Dispute Notice within 10 Business Days. Miss either window and clause 12.15 irrevocably waives your right to have the amount corrected, except in the case of fraud by blueAPACHE.

What is the late payment charge?

4% over the Reserve Bank of Australia's Cash Rate, calculated daily from the date the payment first becomes overdue to the date it is received, both dates inclusive.

What is blueAPACHE's liability cap?

The greater of three months' fees or $25,000 for general liability, with higher sub-caps for confidentiality, information security, privacy and the IP indemnity, where clause 19.4(e) contemplates aggregate liability up to $2 million.

Who owns my data and can I get it back?

You own all Customer Data and Customer Records. blueAPACHE must provide Customer Records within 10 Business Days of a request. Customer Data is different: clause 9.1 requires deletion at the end of the Service Period with no stated grace period, and you are solely responsible for taking a copy beforehand.

Can blueAPACHE suspend my service, and do I still pay?

It depends which clause applies. Suspension for your breach under clause 24.3 does not relieve fees and may attract a reinstatement fee. Suspension on blueAPACHE's own grounds under clause 3.26 — end of life, legal or regulatory reasons, or a security concern — does not incur fees.

What happens if my company is acquired?

A change of control gives blueAPACHE an immediate right to terminate or suspend, with no cure period. Change of control includes an entity acquiring 50% or more of your voting shares, equity or assets, or a change in a majority of your board.

Can blueAPACHE delete my content?

Yes. Clause 14.3 allows removal where it believes the agreement or Acceptable Use Policy is being breached or where a regulator or Ombudsman has acted. Clause 14.4 allows removal without prior notice or liability, in its absolute discretion, where content may breach the agreement or expose blueAPACHE to harm or liability. If it acts in good faith you may not dispute either.

Do I keep my IP addresses if I leave?

No. Your right to use allocated internet protocol numbers ends with the Service Period and blueAPACHE may re-assign them. Scope renumbering before exit.

What insurance does blueAPACHE carry?

At least $10 million public liability and $1 million professional indemnity, each per occurrence and in the annual aggregate, plus workers' compensation as required by law, with a reputable APRA-authorised insurer. Cyber liability insurance is not required by the General Terms.

What extra applies if we are APRA-regulated?

Clause 10 applies where you are APRA-regulated and the services are a material business activity under CPS 231. It adds customer warranties about your selection and governance process, APRA direct access rights, a minimum standard for any business continuity plan, six-monthly BCP testing with results in 7 days, and technical reviews. BCP testing, technical reviews and any variation needed to meet a new APRA requirement are charged to you.

Can I audit blueAPACHE?

Yes, on 5 Business Days' notice, or 1 Business Day where a regulator or legislation requires it, with access to premises, records and relevant personnel. The General Terms do not state who bears the cost or how often audits may be run, so settle that in negotiation.

Which law applies?

Victoria, Australia, with exclusive jurisdiction in the Victorian courts, and the clause 26 dispute process must be followed before proceedings.

Source

Drawn from blueAPACHE's General Terms and Conditions v3.6 as represented in this directory's knowledge base, covering service agreement formation and document precedence, service term renewal and minimum service period, service delivery and service levels, reasonable excuse exclusions, reporting review and audit rights, fees payment and invoicing, late payment and invoice disputes, liability and indemnity, intellectual property rights and indemnity, confidentiality, data protection and privacy, information security obligations, customer obligations, prohibited actions, third-party software and licensor terms, risk title PPSR and insurance, take-down notices and customer data, force majeure, non-solicitation restraint, service suspension and cancellation, termination rights, consequences of termination, transition-in and disengagement services, APRA-regulated customers, dispute resolution, and general provisions and governing law; together with the origin legal pages. Clause numbers are reproduced as the source gives them. The Schedules are not published and their contents are not inferred here. This page is a plain-language summary, not legal advice; the executed agreement prevails.

Knowledge Base