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Virtual Desktop Support – Terms of Service

 

1. Agreement and commencement

These Terms, together with the quotation or service order accepted by the Customer (Quotation), form the agreement between Habitat3 and the Customer (Agreement). The Agreement starts when the Customer accepts the Quotation, confirms acceptance electronically or in writing, or first uses the Services after receiving these Terms, whichever occurs first.

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If there is an inconsistency, the Quotation prevails for the service scope, Fees and any expressly stated special conditions; these Terms prevail for all other matters.

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2. Services provided by Habitat3

 

2.1 Virtual Desktop service

Habitat3 will set up and provide ongoing support for the Customer's Supported Environment in Microsoft Azure or Amazon Web Services, as specified in the Quotation. The Services may include:

  • adding and removing users;

  • network and security management within the Supported Environment, including antivirus management for supported servers and virtual desktops;

  • daily total cloud-usage budget alerts, sent to the Customer's nominated email address;

  • support to enable users to access the virtual desktop and run Windows-based applications approved by Habitat3;

  • reasonable printer and network support where directly related to the Supported Environment; and

  • guidance on lodging support requests through the Habitat3 Support Centre.

 

2.2 Maintenance, monitoring and backups

Habitat3 will provide the following for supported servers, where applicable:

  • apply validated security updates during maintenance windows or at another reasonable time;

  • maintain available security logs and monitor server resource utilisation, including CPU and memory;

  • adjust resources when authorised by the Customer, with resulting Azure or AWS charges payable by the Customer;

  • configure a backup schedule based on the Customer's agreed requirements;

  • configure backup-failure alerts to the Customer and Habitat3; and

  • respond to backup-failure alerts and take reasonable steps to resolve identified issues.

Backups reduce risk but do not guarantee that all data can be recovered. The Customer remains responsible for confirming that the agreed backup scope, retention and recovery objectives meet its legal and business requirements.

 

2.3 Support hours

General Support: 8:00 am to 6:00 pm Sydney time, Monday to Friday, excluding New South Wales public holidays.

Urgent Support: 6:00 am to 11:00 pm Sydney time, seven days a week, including public holidays, for an incident that prevents the Customer from accessing or using its primary application.

Habitat3 will use reasonable efforts to respond and resolve requests. Unless the Quotation expressly states otherwise, response or resolution times are targets and not guaranteed service levels.

 

2.4 Security incidents

Habitat3 will notify the Customer without undue delay after Habitat3 confirms a security incident affecting Customer Data within the Supported Environment. Habitat3 will provide information reasonably available to it and cooperate with the Customer's reasonable incident-response requirements. The Customer remains responsible for deciding whether any notification to individuals, regulators, insurers or other parties is required, except to the extent the law places that obligation directly on Habitat3.

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3. Service boundaries and exclusions

Unless expressly included in the Quotation, the Services do not include:

  • support for end-user devices, home networks, internet connections or equipment outside the Supported Environment;

  • development, correction or support of third-party software functionality;

  • data entry, business-process support or application training;

  • major projects, migrations, upgrades or remediation outside routine support;

  • recovery of data that is unavailable, corrupted or outside the configured backup scope; or

  • support for unauthorised changes made by the Customer or another provider.

Habitat3 may quote separately for excluded work. Software vendors and cloud providers remain responsible for their platforms and software. Habitat3 does not warrant that third-party services will be uninterrupted, error-free or suitable for every purpose.

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4. Customer responsibilities

The Customer must:

  • connect to virtual desktops only from devices protected by current business-grade security software;

  • provide accurate information, timely instructions, decisions, approvals and reasonable access needed to deliver the Services;

  • maintain appropriate internal policies, user training and controls for its staff and contractors;

  • ensure it has all rights and consents necessary for Habitat3 to access, host, process and support Customer Data;

  • promptly tell Habitat3 about suspected security incidents, material changes and issues that may affect the Supported Environment;

  • not allow another provider to make material changes to the Supported Environment without coordinating with Habitat3; and

  • comply with applicable laws and with the Azure and AWS customer agreements.

 

4.1 Account Holder and Authorised Representatives

The Customer must nominate an Account Holder by providing their name, mobile number and email address. The Account Holder should be an office holder or senior representative authorised to bind the Customer. The Customer may nominate Authorised Representatives from its business domain to manage ordinary service requests.

Only the Account Holder, or another person Habitat3 reasonably verifies as authorised, may cancel the Services, replace the Account Holder or approve security-sensitive and billing changes. The Customer is responsible for keeping contact details, email accounts, passwords and multifactor-authentication methods secure and current.


4.2 Support and account portals

The Customer must use the Support Centre for support requests and the Account Holder Web Portal for security-sensitive and billing requests where directed. These services are currently provided using Freshworks. Its privacy information is available at https://www.freshworks.com/privacy/.

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5. Azure and AWS accounts

The Customer owns and controls its Azure or AWS account and must:

  • accept and comply with the applicable cloud-provider agreements;

  • pay all cloud usage, Microsoft licensing and other third-party charges when due;

  • maintain secure account credentials and multifactor authentication;

  • obtain or export Customer Data before cancelling or deleting its cloud account; and

  • cancel or delete the cloud account itself if it wishes to do so.

Habitat3 will not cancel the Customer's Azure or AWS account. Ending the Services does not end, cancel or transfer that account or the Customer's direct obligations to the cloud provider.

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6. Access, security and Customer Data

The Customer authorises Habitat3 and its approved personnel and subcontractors to access the Supported Environment and Customer Data only to the extent reasonably necessary to provide, secure, administer and transition the Services, comply with law, or exercise Habitat3's rights under the Agreement.

Habitat3 will apply reasonable administrative, technical and organisational safeguards to access under its control. Administrative access will ordinarily be limited to authorised Habitat3 personnel and approved subcontractors. Habitat3 may suspend or restrict access that it reasonably considers unsafe or unauthorised.

Customer Data remains the Customer's property. On termination, Habitat3 will provide reasonable transition assistance at its then-current rates if requested. Subject to legal, insurance, tax and legitimate record-keeping requirements, Habitat3 will return, delete or make inaccessible Customer Data held separately from the Customer's cloud account when it is no longer reasonably required.

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7. Fees, invoicing and price changes

The Customer must pay the Fees and applicable taxes stated in the Quotation or invoice by the due date, using electronic funds transfer or another payment method accepted by Habitat3. Unless stated otherwise, amounts are in Australian dollars and include GST.

Habitat3 may change recurring Fees by giving at least 30 days' written notice before the change applies. A Fee change applies prospectively from a future billing cycle and does not alter amounts already invoiced. If the Customer does not accept the change, it may terminate the affected Services without penalty before the change takes effect.

The Customer must notify Habitat3 promptly of a genuine invoice dispute and pay any undisputed portion on time. Habitat3 and the Customer will work in good faith to resolve the disputed portion.

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8. Suspension and termination

8.1 Overdue amounts

Habitat3 may suspend the Services if an undisputed amount remains unpaid for more than 14 days after its due date, after giving the Customer reasonable written notice. Habitat3 may terminate the Services if an undisputed amount remains unpaid for more than 30 days after its due date.

Following termination for non-payment, Habitat3 may charge a reasonable reactivation fee, quoted in advance and capped at $1,100 including GST, if it agrees to reactivate the Services. Reactivation may require payment of all overdue amounts and completion of reasonable security and technical checks.


8.2 Termination by either party

Either party may terminate the Services for convenience by giving at least 30 days' written notice. Either party may terminate immediately by written notice if the other party commits a material breach that cannot be remedied, or fails to remedy a remediable material breach within 14 days after written notice requiring it to do so.

Habitat3 may suspend or terminate affected Services immediately where reasonably necessary to address a serious security risk, unlawful activity, abuse of systems or an urgent threat to other customers or infrastructure. Where practicable, Habitat3 will first give notice and an opportunity to address the issue.

 

8.3 Effect of termination

Termination does not affect accrued rights, unpaid Fees or provisions intended to survive termination. Habitat3 will cease ongoing support on the effective date. The Customer remains responsible for its cloud account, cloud-provider charges, licences, Customer Data and obtaining replacement support.

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9. Subcontracting, assignment and business transfer

9.1 Subcontractors

Habitat3 may use suitably qualified subcontractors to provide parts of the Services. Habitat3 remains responsible for their performance under the Agreement and will require them to comply with confidentiality, privacy and information-security obligations appropriate to their role.

 

9.2 Transfer by Habitat3

The Customer gives advance consent for Habitat3 to assign or novate the Agreement, or transfer the provision of the Services, to a suitably qualified third party as part of a genuine sale, transfer or restructuring of all or part of Habitat3's business or service operations. The Customer agrees to sign reasonable documents required to give effect to that transfer, provided they do not materially reduce the Customer's rights under the Agreement.

Habitat3 must give the Customer at least 30 days' written notice before the transfer takes effect. The incoming provider must agree to assume Habitat3's ongoing obligations relating to the transferred Services and apply confidentiality, privacy and information-security protections that are no less protective in all material respects than those in this Agreement.

Habitat3 may disclose to a prospective or incoming provider information reasonably necessary to evaluate, prepare for or complete the proposed transfer, but must first require the recipient to protect that information and use it only for that purpose. Before completion, Habitat3 will use aggregated, de-identified or redacted information where reasonably practicable.

The Customer may terminate the affected Services without penalty by giving written notice before the transfer takes effect. If it does not do so and continues to use the Services after the transfer date, the transfer will take effect in accordance with the notice. Habitat3 remains responsible for obligations arising before the transfer date unless the Customer expressly agrees otherwise.
 

9.3 Transfer by the Customer

The Customer may not assign or novate the Agreement without Habitat3's prior written consent, which will not be unreasonably withheld or delayed where the proposed recipient is capable of performing the Customer's obligations and the transfer does not materially increase Habitat3's risk.

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10. Confidentiality and privacy

Each party must keep the other party's Confidential Information confidential and may use it only to perform, receive or enforce the Agreement. A party may disclose Confidential Information to its personnel, professional advisers, insurers and approved subcontractors who need to know it and are bound by appropriate confidentiality obligations; with the other party's written consent; or where required by law.

The confidentiality obligations do not apply to information that is public other than through breach, was lawfully known without restriction, is independently developed, or is lawfully received from another person without a duty of confidence.

Each party must comply with privacy laws that apply to it. Habitat3 will handle personal information in accordance with its published privacy policy and may use service providers, including cloud and support-platform providers, as reasonably necessary to deliver the Services. If personal information may be disclosed outside Australia, Habitat3 will take steps required by applicable privacy law.

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11. Warranties and Australian Consumer Law

Each party warrants that it has authority to enter into the Agreement. Habitat3 will provide the Services with due care and skill, using suitably qualified personnel.

Services supplied by Habitat3 may come with non-excludable guarantees under the Australian Consumer Law (ACL). Nothing in the Agreement excludes, restricts or modifies a guarantee, right or remedy that cannot lawfully be excluded. Where the ACL permits and the Services are not ordinarily acquired for personal, domestic or household use or consumption, Habitat3's liability for breach of a non-excludable guarantee is limited, at Habitat3's option, to supplying the Services again or paying the reasonable cost of having them supplied again.

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12. Liability and indemnity

To the maximum extent permitted by law, neither party is liable to the other for indirect, special or consequential loss, or for loss of profit, revenue, opportunity, anticipated savings, goodwill, or data, except to the extent such loss cannot lawfully be excluded.

To the maximum extent permitted by law, Habitat3's total aggregate liability arising from or in connection with the Agreement is limited to the Fees paid or payable for the affected Services during the 12 months immediately preceding the event giving rise to the first claim. This cap does not limit liability that cannot lawfully be limited.

Habitat3 is not liable to the extent loss is caused or contributed to by the Customer, its personnel, another provider, unsupported software or equipment, failure to follow advice, unauthorised changes, or an event beyond Habitat3's reasonable control.

The Customer indemnifies Habitat3 and its officers, employees and agents against third-party claims, liabilities, losses and reasonable legal costs arising from Customer Data, the Customer's unlawful use of the Services, or the Customer's material breach of privacy law or the Agreement, except to the extent caused by Habitat3's negligence, wilful misconduct or breach of the Agreement.

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13. Changes to these Terms

Habitat3 may update these Terms by giving at least 30 days' written notice. The notice will identify material changes and the date they take effect. Habitat3 may make an earlier change where reasonably necessary to comply with law or address an urgent security risk, but will give as much notice as reasonably practicable.

If a change materially and adversely affects the Customer, the Customer may terminate the affected Services without penalty before the change takes effect. Continued use after the effective date constitutes acceptance of a properly notified change. This clause does not permit Habitat3 to retrospectively alter accrued rights, amounts already invoiced or liability for an earlier event.

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14. General

Notices. A notice under the Agreement must be in writing and sent to the most recent email address nominated by the receiving party. A notice is taken to be received on the next business day after sending unless the sender receives an automated delivery-failure message.

Force majeure. Neither party is liable for delay or failure caused by an event beyond its reasonable control, except that this does not excuse the Customer's obligation to pay Fees already due. The affected party must take reasonable steps to reduce the impact and resume performance.

No waiver. A delay or failure to exercise a right is not a waiver of that right.

Severability. If a provision is unenforceable, illegal or void, it is severed to the minimum extent necessary and the remainder continues in force.

Entire agreement. The Agreement records the entire agreement about the Services and replaces earlier discussions or representations about them, except for fraud or rights that cannot lawfully be excluded.

Relationship. The parties are independent contractors. The Agreement does not create a partnership, employment, fiduciary or agency relationship.

Governing law. The Agreement is governed by the laws of New South Wales, Australia. Each party submits to the non-exclusive jurisdiction of the courts of New South Wales and courts entitled to hear appeals from them.

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15. Definitions

Account Holder: the person nominated by the Customer as primarily responsible for the Services and authorised to make contractual, security and billing decisions.

Authorised Representative: a person authorised by the Customer or Account Holder to manage ordinary service requests, subject to the restrictions in clause 4.1.

AWS: Amazon Web Services.

Azure: Microsoft Azure, including Azure Virtual Desktop.

Confidential Information: non-public commercial, technical, security, financial or other information that is confidential by nature or designation, including credentials and Customer Data.

Customer: the legal entity identified in the Quotation or, if none is identified, the entity whose ABN was provided when the Services were activated. 'You' and 'Your' have the same meaning.

Customer Data: data, records, credentials and other information supplied by or on behalf of the Customer, or accessed, stored or processed through the Supported Environment.

Fees: the charges stated in the Quotation or otherwise agreed in writing.

Habitat3: Habitat 3 Pty Limited ACN 102 628 893. 'We', 'Our' and 'Us' have the same meaning.

Quotation: the quotation, proposal, order or written pricing confirmation accepted by the Customer for the Services.

Services: the Virtual Desktop support services described in the Quotation and these Terms.

Support Centre: the Habitat3 support website at https://www.habitat3.net.au/support or its replacement.

Supported Environment: the Azure or AWS virtual desktop environment, servers, configurations and related components that Habitat3 has expressly agreed to support.

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Terms: these Virtual Desktop Support Terms of Service, as updated in accordance with clause 13.

Web Portal: the account-holder portal at https://portal.habitat3.net.au/support/login or its replacement.

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Last updated: 27 August 2026
Effective from: 1 October 2026

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