Wholesale Terms

The IT Dept Pty Ltd, trading as Underlay Networks. ABN 12 665 405 505

1. What these terms do

These terms are the baseline agreement between The IT Dept Pty Ltd (ABN 12 665 405 505), trading as Underlay Networks (Underlay, we, us), and a provider buying services for resale (you). Businesses buying services for their own operations use our Business Terms. An accepted quote, order or service schedule can add service-specific details. If a service-specific term conflicts with these general terms, the service-specific term wins for that service.

We are a wholesale provider. You are responsible for your own end-customer relationship. We do not market to your end customers or solicit them, and we will not contact them directly except where you authorise an operational contact or we reasonably need to address safety, security or a legal requirement.

Our related retail business, Warp (warp.net.au), runs on the Underlay network. End customers are free to choose any provider, including Warp, but we do not use information about your end customers to market Warp to them.

2. Ordering services

A service starts with an agreed quote or order. The quote should identify what we are supplying, recurring charges, one-off charges, any third-party costs we know about, the handoff or delivery model, and any special assumptions. We can reject an order if it cannot be delivered safely, lawfully or on the terms quoted.

Some services depend on third parties such as nbn, data-centre operators, carriers or cross-connect providers. Their availability and lead times can affect ours. We will not call a service ready until the agreed delivery point is ready for use.

3. Charges and invoices

You pay the charges in your accepted quote or order. We do not add charges merely because they are convenient for us; where a third-party or project cost is variable, we will identify how it is passed through before you commit where reasonably possible.

Invoices are payable by the due date shown on the invoice. If you think an invoice is wrong, tell us promptly and explain the disputed amount. Pay the undisputed part while we investigate. We will correct genuine billing errors.

4. Flexible arrangements

There is no minimum service count and no Underlay setup fee. Individual services may still have a term, notice period, installation commitment or unavoidable third-party commitment where that is part of the accepted quote. We will state it rather than bury it.

You can request changes or cancellations at any time. We will tell you what can be changed, when it can happen, and any unavoidable cost before proceeding. Third-party cancellation or early termination charges may apply where we have taken on that commitment for your service.

5. Your responsibilities

You must provide accurate order information, keep authorised contacts current, secure your own systems and credentials, and use services lawfully. You are responsible for frontline support to your end customers unless we agree otherwise in writing. You must not present Underlay as the retail supplier to an end customer unless we have specifically agreed to that arrangement.

6. Our responsibilities

We will provide the service described in the accepted order, operate our network with reasonable care and skill, monitor infrastructure we are responsible for, and communicate material incidents and planned maintenance in line with the applicable service schedule.

We will protect the wholesale relationship. Information we receive about your end customers or service locations is used to provision, operate, support, bill and comply with legal obligations for those services. It is never used to market to them, including for Warp.

7. Faults and support

You run frontline support for your customers. We provide provider-facing support and, where available, tools for automated testing. Emergency faults affecting Underlay network infrastructure are supported 24 hours a day, 7 days a week. Ordinary escalations for individual services are handled during the support hours stated in the service schedule unless we agree otherwise.

8. Suspension

We may suspend a service where reasonably necessary to protect the network, comply with law, respond to abuse or a security incident, prevent harm, or address serious non-payment. Where the situation allows, we will contact you first and work with you on a less disruptive option. Emergency action may need to happen first. Any action must be proportionate, limited to affected services where practicable, and subject to applicable emergency-calling, payment-assistance, customer-safety and complaint protections.

9. Liability

Each party remains responsible for loss it causes to the extent required by law and subject to any limits agreed in an order or schedule. Neither party should assume the other has accepted unlimited exposure to indirect, consequential or special loss merely by ordering a telecommunications service.

Nothing in these terms excludes a right, guarantee or remedy that cannot lawfully be excluded. Responsibility for a loss is assessed having regard to each party’s contribution, reasonable mitigation and applicable law. Any negotiated liability cap or insurance requirement belongs in the commercial order or an agreed amendment, where it can be read in context.

10. Confidentiality

Each party must protect non-public commercial, technical and customer information received from the other and use it only for the relationship, unless disclosure is required by law or reasonably needed by a supplier involved in delivering the service and subject to appropriate confidentiality obligations.

11. Ending the relationship

Either party may end the overall agreement by giving reasonable written notice, but active service orders continue until they are cancelled or expire under their own terms. A party may terminate for a serious breach that is not fixed within a reasonable period after notice, or immediately where the breach cannot reasonably be fixed.

12. General

Australian law applies. The parties should try to resolve disputes directly and in good faith before starting formal proceedings, except where urgent relief is needed. Notices can be sent to the business contact details each party has provided. These terms may be updated for future orders; we will not silently rewrite an already accepted fixed commitment.

Questions about these terms can be sent to hello@underlay.au.

Last updated 1 October 2026 · Version 2026-10-01.1