This Hardware as a Service (“HaaS”) Service Schedule forms part of the Master Services Agreement (“MSA”) between Empreus IT Support (“Provider”) and the Client. This Service Schedule should be read in conjunction with the MSA and all referenced legal documents.

In the event of any conflict between this Service Schedule and the MSA, the terms of this Service Schedule shall prevail to the extent of the inconsistency.

This Service Schedule governs the provision, management, and support of IT hardware on a subscription basis. The Provider procures hardware through its upstream supply partner, Osmia, and resells the hardware service to the Client under the terms set out below.

In addition to the definitions set out in the MSA, the following definitions apply to this Service Schedule:

• “HaaS Equipment” means any hardware device, peripheral, or ancillary item supplied to the Client under this Service Schedule, including but not limited to desktops, laptops, monitors, servers, networking equipment, phones, and accessories.
• “Osmia” means the upstream hardware supply and lifecycle management partner through which the Provider procures HaaS Equipment.
• “HaaS Term” means the minimum subscription period for each item of HaaS Equipment, as specified in the applicable Quote.
• “Monthly HaaS Fee” means the recurring monthly subscription fee payable by the Client for each item of HaaS Equipment, as detailed in the Quote.
• “Replacement Value” means the current market replacement cost of HaaS Equipment as reasonably determined by the Provider at the time of loss, damage, or failure to return.

3.1 Hardware Provision

The Provider shall supply the Client with HaaS Equipment on a subscription basis as specified in the accepted Quote. The HaaS Equipment may include:

• Desktop computers and workstations
• Laptops and portable devices
• Monitors, docking stations, and peripherals
• Servers and storage devices
• Networking equipment (routers, switches, access points, firewalls)
• Telecommunication devices (desk phones, conference units)
• Any other hardware items specified in the Quote

3.2 Lifecycle Management

The Provider, through its arrangement with Osmia, shall manage the full lifecycle of HaaS Equipment, including:

• Procurement and provisioning of new equipment
• Configuration, imaging, and deployment
• Ongoing maintenance and warranty coordination
• Hardware upgrades or refreshes as agreed in the Quote or at the end of the HaaS Term
• Secure decommissioning and data sanitisation at end of life

3.3 IT Support

All IT support for HaaS Equipment — including helpdesk, troubleshooting, fault diagnosis, on-site visits, after-hours support, and associated service levels and rates — is provided under the Managed IT Services – Service Schedule (EMPREUS-SS-MIT-001). The Client must hold an active Managed IT Services subscription to receive support for HaaS Equipment.

The Provider will coordinate warranty claims with Osmia and original equipment manufacturers on the Client’s behalf as part of the lifecycle management described in Section 3.2.

4.1 Retained Ownership

All HaaS Equipment remains the exclusive property of the Provider (or its upstream supply partner, Osmia) at all times during and after the HaaS Term. The Client acquires no ownership interest, equity, or right of purchase in any HaaS Equipment unless a separate written buyout agreement is executed by both parties.

4.2 No Encumbrances

The Client shall not sell, lease, sublease, mortgage, pledge, encumber, or otherwise create any security interest in the HaaS Equipment, nor permit the HaaS Equipment to be seized, levied upon, or subject to any legal process without the Provider’s prior written consent.

4.3 Asset Identification

The Provider shall maintain an asset register of all HaaS Equipment deployed to the Client, including serial numbers, model details, deployment dates, and assigned users. The Client shall not remove, obscure, or alter any asset tags, serial numbers, or identification markings affixed to HaaS Equipment.

5.1 Minimum Term

Each item of HaaS Equipment is subject to a minimum HaaS Term as specified in the applicable Quote. The standard minimum HaaS Term is 36 months, unless otherwise agreed in writing.

5.2 Renewal

At the expiry of the HaaS Term, the HaaS subscription for each item of equipment shall automatically renew on a month-to-month basis under the same terms, unless either party provides at least 30 days’ written notice of non-renewal prior to the expiry of the current term.

5.3 Hardware Refresh

At or before the expiry of the HaaS Term, the Provider may offer the Client a hardware refresh, comprising replacement equipment on a new HaaS Term. The terms of any hardware refresh shall be documented in a new or amended Quote.

5.4 End-of-Term Options

At the conclusion of the HaaS Term (and subject to all outstanding fees being paid in full), the Client may:

• Renew the HaaS subscription on agreed terms;
• Return the HaaS Equipment to the Provider in accordance with Section 8; or
• Purchase the HaaS Equipment at fair market value, subject to a separate written buyout agreement.

6.1 Monthly HaaS Fee

The Client shall pay the Monthly HaaS Fee for each item of HaaS Equipment as specified in the accepted Quote. Monthly HaaS Fees are invoiced in advance in accordance with the Payment – Terms & Conditions.

6.2 Inclusions

Unless otherwise stated in the Quote, the Monthly HaaS Fee includes:

• Use of the HaaS Equipment for the duration of the HaaS Term
• Standard warranty coverage and manufacturer warranty coordination
• Hardware lifecycle management (provisioning, deployment, decommissioning)
• Asset tracking and register maintenance

6.3 Exclusions

The following are excluded from the Monthly HaaS Fee and may be charged separately:

• IT support services (provided under the Managed IT Services – Service Schedule)
• Software licensing (e.g., operating systems, productivity suites, security tools)
• On-site installation or setup labour (unless specified in the Quote)
• Damage caused by the Client’s negligence, misuse, or failure to follow the Provider’s guidelines
• Consumable items (e.g., printer cartridges, cables, adapters) unless included in the Quote
• Insurance premiums for HaaS Equipment (the Client’s responsibility unless otherwise agreed)

6.4 Payment Terms

All payment obligations under this Service Schedule are subject to the Payment – Terms & Conditions published at empreusitsupport.com.au/payment-terms-and-conditions, which are incorporated by reference.

7.1 Care and Use

The Client shall:

• Use all HaaS Equipment in a careful and proper manner, in accordance with any instructions or guidelines provided by the Provider or the manufacturer;
• Ensure HaaS Equipment is housed in a secure, clean, and climate-controlled environment with stable power supply and appropriate surge protection;
• Not modify, disassemble, tamper with, or attempt unauthorised repairs on HaaS Equipment;
• Not relocate HaaS Equipment from the designated premises without the Provider’s prior written consent;
• Not use HaaS Equipment for any unlawful purpose or in breach of any applicable laws, regulations, or third-party acceptable use policies.

7.2 Loss, Damage, and Theft

The Client shall notify the Provider within 24 hours of becoming aware of any loss, theft, or damage to HaaS Equipment. If HaaS Equipment is lost, stolen, or damaged beyond economical repair due to the Client’s negligence, misuse, or failure to comply with this Service Schedule, the Client shall be liable for the Replacement Value of the affected equipment, plus a $300 administrative fee per item.

7.3 Insurance

Unless the Provider confirms in writing that HaaS Equipment is covered under the Provider’s own insurance policy, the Client is responsible for maintaining adequate insurance coverage (including theft, accidental damage, and business interruption) for all HaaS Equipment deployed at the Client’s premises. The Client shall provide evidence of such coverage upon request.

7.4 Change Management

The Client agrees not to make any changes to the configuration, location, or connectivity of HaaS Equipment without the Provider’s prior written consent. Changes made without approval may result in service disruptions or unanticipated costs, for which the Provider is not liable.

7.5 Timely Reporting of Incidents

The Client agrees to promptly report any hardware faults, suspected damage, or performance issues through the Provider’s designated support channels as set out in the Managed IT Services – Service Schedule.

8.1 Obligation to Return

Upon expiry or termination of this Service Schedule (or the applicable HaaS Term for individual items of equipment), the Client shall return all HaaS Equipment to the Provider within 7 days, in good working order, normal wear and tear excepted. The Client shall provide the Provider with reasonable access to the Client’s premises for the collection of HaaS Equipment.

8.2 Condition on Return

HaaS Equipment must be returned with all original accessories, power adapters, cables, and peripherals that were supplied with the equipment. The Provider shall inspect returned equipment and notify the Client of any damage or missing items within 14 days of receipt.

8.3 Failure to Return

If the Client fails to return HaaS Equipment within 7 days of the termination or expiry date, the Client shall be charged the Replacement Value of the unreturned equipment, plus an administrative fee of $300 per item. Monthly HaaS Fees shall continue to accrue until the equipment is returned or the Replacement Value is paid.

8.4 Data Sanitisation

Prior to returning HaaS Equipment, the Client is responsible for ensuring that all Client data is backed up and removed from the equipment. The Provider will perform a secure data wipe on all returned equipment in accordance with industry standards. The Provider shall not be liable for any data remaining on returned equipment.

9.1 Relationship

The Provider procures HaaS Equipment through Osmia as its upstream supply and lifecycle management partner. The Client’s contractual relationship is solely with the Provider. The Client has no direct contractual relationship with Osmia and shall not contact Osmia directly regarding HaaS Equipment without the Provider’s prior written consent.

9.2 Third-Party Warranties

HaaS Equipment may be subject to manufacturer warranties and Osmia’s warranty or service terms. The Provider shall coordinate all warranty claims on the Client’s behalf. The Provider does not extend or modify any third-party warranty beyond what the manufacturer or Osmia provides.

9.3 Supply Constraints

The Provider shall use commercially reasonable efforts to procure and deliver HaaS Equipment within the timeframes specified in the Quote. However, the Provider shall not be liable for delays caused by Osmia, manufacturers, or supply chain disruptions beyond the Provider’s reasonable control. The Provider shall keep the Client informed of any material delays and provide reasonable alternatives where possible.

10.1 Definitions

“Confidential Information” means any non-public, proprietary, or sensitive information disclosed by one party to the other, including trade secrets, client lists, business strategies, financial data, technical documentation, network designs, user credentials, and any information clearly identified or reasonably understood as confidential.

“Data Protection Laws” means all applicable legislation relating to the protection of personal data and privacy, including the Australian Privacy Act 1988 (Cth), the Australian Privacy Principles (APPs), and if applicable, the General Data Protection Regulation (GDPR) (EU) 2016/679.

10.2 Confidentiality Obligations

Each party shall use Confidential Information solely for the purpose of fulfilling obligations under this Agreement. Neither party shall disclose Confidential Information to any third party without prior written consent, except as necessary to perform under this Agreement or as required by law.

Each party agrees to protect the other’s Confidential Information using the same degree of care it uses to protect its own confidential information, and in no event less than a reasonable standard of care.

10.3 Data Privacy and Protection

Both parties shall comply with all applicable Data Protection Laws. The Provider shall process personal data only to the extent necessary to perform the Services or as instructed by the Client. The Provider shall implement commercially reasonable technical, administrative, and organisational measures to safeguard Client data.

10.4 Data Breach Notification

In the event of a confirmed or reasonably suspected data breach affecting the Client’s personal data, the Provider shall promptly notify the Client and provide sufficient details about the nature and scope of the breach. The Provider shall investigate, take reasonable steps to mitigate, and cooperate with the Client in any subsequent actions required by law.

10.5 Survival

The confidentiality and data protection obligations under this section shall survive termination of this Service Schedule for as long as the Receiving Party possesses or controls any Confidential Information or personal data belonging to the Disclosing Party.

11.1 Provider Warranty

The Provider warrants that HaaS Equipment shall be in good working order at the time of delivery. The Provider shall use commercially reasonable efforts to ensure HaaS Equipment remains functional throughout the HaaS Term, subject to the Client’s compliance with this Service Schedule.

11.2 Third-Party Warranty Limitations

The Provider does not make any representations or warranties with respect to HaaS Equipment beyond those provided by the original equipment manufacturer or Osmia. Where applicable, the benefit of manufacturer warranties is passed through to the Client to the extent permissible.

11.3 Disclaimer

Except as expressly set out in this Service Schedule and the MSA, the Provider disclaims all implied warranties, including warranties of merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by law. Nothing in this Service Schedule excludes or limits any consumer guarantee or statutory right that cannot be excluded under Australian Consumer Law.

12.1 The Provider shall not be liable for any indirect, incidental, consequential, or special damages arising from the use, inability to use, failure, or malfunction of HaaS Equipment, regardless of the legal theory, even if advised of the possibility of such damages.

12.2 The Provider’s aggregate liability under this Service Schedule shall not exceed the total Monthly HaaS Fees actually paid by the Client in the six (6) months immediately preceding the date on which the claim arose.

12.3 The Provider shall not be liable for any loss of data, business interruption, or loss of revenue resulting from hardware failure, unless such failure was caused by the Provider’s gross negligence or wilful misconduct.

12.4 The Provider shall not be liable for any actions or omissions of Osmia, any manufacturer, or any other third-party vendor.

12.5 Any claim must be brought within twelve (12) months from the date on which the Client first became aware, or reasonably should have become aware, of the basis for such claim.

12.6 The limitations in this section shall not apply to damages resulting from the Provider’s gross negligence or wilful misconduct, or any liability that cannot be excluded by law.

13.1 By the Provider: The Provider shall indemnify and hold the Client harmless from any third-party claims arising from the Provider’s gross negligence or wilful misconduct in performing Services under this Service Schedule.

13.2 By the Client: The Client shall indemnify and hold the Provider harmless from any third-party claims arising from the Client’s misuse of HaaS Equipment, failure to comply with this Service Schedule, or violation of applicable laws or regulations.

Any intellectual property owned by either party prior to this Service Schedule remains that party’s exclusive property. Any firmware, software, or configurations pre-installed on HaaS Equipment by the Provider or Osmia remain the property of the respective owner. The Client receives a limited licence to use such software solely in connection with the HaaS Equipment for the duration of the HaaS Term.

Neither party shall be liable for delays or failures due to events beyond their reasonable control, including natural disasters, war, strikes, pandemics, or governmental actions. The affected party shall notify the other promptly and use reasonable efforts to resume performance as soon as feasible.

If a Force Majeure event prevents performance for more than 30 days, either party may terminate this Service Schedule upon written notice. The Client remains liable for all fees accrued up to the termination date.

16.1 Early Termination by Client

If the Client terminates this Service Schedule (or the MSA) prior to the expiry of the HaaS Term, the Client shall be liable for the Early Termination Cost as defined in the Termination – Terms & Conditions, which includes one hundred percent (100%) of the remaining Monthly HaaS Fees for the unexpired portion of the HaaS Term.

16.2 Upstream Costs

In addition to the Early Termination Cost, the Client shall be responsible for any early termination fees, penalties, or charges imposed by Osmia or any manufacturer as a result of the early termination of the HaaS arrangement.

16.3 Return on Termination

Upon early termination, the Client shall return all HaaS Equipment in accordance with Section 8 within 7 days of the effective termination date.

Termination of this Service Schedule is governed by the Termination – Terms & Conditions published at empreusitsupport.com.au/termination-terms-conditions, which are incorporated by reference.

This includes termination by the Provider (for non-payment, material breach, misuse, or insolvency), termination by the Client (for convenience with 30 days’ notice, or for uncured material breach by the Provider), automatic renewal, post-termination services, and the Provider’s retention of rights.

18.1 Relationship to MSA

This Service Schedule supplements and forms part of the Master Services Agreement. All terms of the MSA (including the Director’s Guarantee, Governing Law and Dispute Resolution, and Privacy Policy reference) apply to this Service Schedule as if set out in full herein.

18.2 Prerequisite Service Schedule

The Client acknowledges that an active Managed IT Services – Service Schedule (EMPREUS-SS-MIT-001) is required to receive IT support for HaaS Equipment. If the Managed IT Services subscription is terminated or expires, the Provider is not obligated to provide helpdesk, troubleshooting, or on-site support for HaaS Equipment, and the Client’s sole entitlements under this Service Schedule shall be limited to hardware lifecycle management and warranty coordination.

18.3 Cross-References

This Service Schedule is subject to the following Empreus IT Support legal documents, all of which are incorporated by reference:

• Master Services Agreement (EMPREUS-MSA-001)
• Managed IT Services – Service Schedule (EMPREUS-SS-MIT-001)
• Payment – Terms & Conditions (empreusitsupport.com.au/payment-terms-and-conditions)
• Termination – Terms & Conditions (empreusitsupport.com.au/termination-terms-conditions)
• Quote – Terms & Conditions (empreusitsupport.com.au/quote-terms-conditions)
• Privacy Policy (empreusitsupport.com.au/privacy-policy)

18.4 Amendments

No modification to this Service Schedule shall be valid unless made in writing and signed by both parties.

18.5 Severability

If any provision of this Service Schedule is found to be unenforceable, the remaining provisions shall remain in full force and effect.

18.6 Entire Agreement

This Service Schedule, together with the MSA and all incorporated documents, constitutes the entire agreement between the parties regarding the Hardware as a Service described herein and supersedes all prior agreements, representations, and understandings on this subject matter.