Managed IT Service Agreement

The Provider shall supply the Client with the following Managed IT Services, collectively referred to as the “Services” (further details, including service levels and/or specific quantities, are outlined in the Quote):

1. Managed Desktop Service

• Monitoring, patching, and updates for workstations.
• Endpoint security (antivirus/malware protection, intrusion detection).
• User support (remote and on-site).

2. Managed Server Service

• Proactive monitoring and maintenance of on-premises and/or cloud servers.
• Patch management, configuration, and performance optimization.
• Backup and disaster recovery planning.

3. Managed Network Service

• Installation, configuration, and maintenance of network devices (routers, switches, firewalls).
• 24/7 network monitoring and troubleshooting.
• Network security management (VPN, firewall rules, intrusion prevention).

4. Managed Website Service

• Website hosting, performance monitoring, and security patching.
• Content Management System (CMS) updates and plugin management.
• Technical support for design, development, and integrations (if applicable).

5. Managed Video Service

• Configuration and support for video conferencing platforms (Microsoft Teams, Zoom, etc.).
• Management of video conferencing hardware (cameras, microphones, conference room setups).
• Webinar and virtual event support.

6. Hardware as a Service (HaaS)

• Provision of desktops, laptops, servers, networking equipment, or related IT hardware on a subscription basis.
• Lifecycle management, including upgrades, repairs, or replacements.
• Warranty coverage and asset tracking.

7. Domain Services

• Domain registration, renewal, and DNS management.
• Domain privacy and protection services.

8. Office 365 (Microsoft 365) Management

• Licensing procurement and administration (Exchange Online, SharePoint, Teams, etc.).
• User and mailbox management, security, and compliance configurations.
• Support for migrations, troubleshooting, and updates.

9. NBN Service

• Coordination of NBN connection for the Client’s business premises.
• Modem/router management and ongoing performance monitoring.
• Troubleshooting and liaison with the NBN provider.

10. Adobe Subscription Management

• Provision and management of Adobe Creative Cloud licenses.
• Software installation, updates, and user administration.
• Optional training or onboarding for key Adobe applications.

11. Starlink Services

• Setup and maintenance of Starlink satellite internet.
• Installation of Starlink hardware for optimal connectivity.
• Integration with existing network infrastructure for primary or backup connectivity.

(Note: Only those services explicitly detailed in the Quote and accepted by the Client are within the scope of this Agreement.)

1. Service Definitions and Priorities
To ensure clarity and consistency in handling requests and incidents, the Provider categorizes issues by priority levels. The following definitions guide the response and resolution processes:

• Priority 1 (Critical Issue): A complete loss of a mission-critical service or function causing a severe impact on the Client’s business operations (e.g., major server outage, complete network failure, or cybersecurity breach).
• Priority 2 (Major Issue): A significant but non-critical degradation of service affecting multiple users or systems (e.g., intermittent network connectivity, partial service outage, or critical application malfunction).
• Priority 3 (Minor Issue): A moderate problem affecting one or more users without a severe business impact (e.g., software glitches, peripheral device failures, or user account issues).
• Priority 4 (Service Request / Routine Task): General service or information requests, user training, or scheduled maintenance that does not directly affect the immediate productivity or security of the Client’s environment (e.g., new user setups, minor configuration changes).

2. Response and Resolution Targets
The Provider commits to respond and work on Client-reported issues within the following timeframes. “Response” is defined as the time it takes to acknowledge the ticket and begin initial triage:

Priority 1 (Critical Issue):

• Response Time: Within 1 hour
• Resolution Goal: Work continuously until resolved or a viable workaround is in place.
• Escalation: Immediate escalation to senior-level technicians or external vendors as required.

Priority 2 (Major Issue):

• Response Time: Within 4 hours
• Resolution Goal: 8 business hours or as soon as reasonably possible, depending on complexity.
• Escalation: Escalate to Level 2/Level 3 resources if unresolved within 4 business hours of initial response.

Priority 3 (Minor Issue):

• Response Time: By the next business day
• Resolution Goal: 2–3 business days or as negotiated in the Quote/SOW.
• Escalation: Escalate to higher-level support if unresolved within 2 business days of initial response.

Priority 4 (Service Request / Routine Task):

• Response Time: 2 business days
• Resolution Goal: 5 business days or mutually agreed upon timeline.
• Escalation: As needed, based on project timelines or Client requirements.

3. Business Hours and After-Hours Support

• Standard Business Hours: 9 am to 5 pm, Monday to Friday, excluding public holidays.
• After-Hours Support: The Provider offers emergency support outside of standard business hours for Priority 1 issues. Additional fees or different response times may apply if not otherwise specified in the Quote or a separate addendum.

4. Escalation Procedures
Should an issue not be resolved within the targeted timeframe, or if the Client deems the initial response inadequate, the issue may be escalated as follows:

• Level 1 to Level 2: After initial troubleshooting fails to resolve or identify root cause within the designated resolution window.
• Level 2 to Level 3: Involves senior engineers or specific subject-matter experts for further diagnostic or development-level intervention.
• Vendor Coordination: If the issue is traced to a third-party product or service, the Provider will coordinate with the vendor’s support team to expedite resolution.

5. Uptime and Availability

• Target Uptime: The Provider will strive to maintain 99.9% uptime for systems and services under its direct management, excluding scheduled maintenance periods or incidents outside the Provider’s reasonable control (e.g., natural disasters, widespread ISP outages, or third-party vendor disruptions).
• Monitoring: Continuous or periodic monitoring tools are employed to detect outages or performance anomalies. The Provider notifies the Client when critical thresholds are exceeded and initiates remediation steps promptly.

6. Maintenance Windows

• Scheduled Maintenance: The Provider will notify the Client at least [5 business days] in advance of any planned maintenance activities expected to cause service disruption. Whenever feasible, maintenance will be performed during off-peak hours to minimize impact.
• Emergency Maintenance: In the event of urgent security patches or critical fixes, the Provider may conduct short-notice maintenance. The Provider will make every reasonable effort to inform the Client as soon as possible.

7. Performance Reporting

• Monthly/Quarterly Reports: Upon request or as specified in the Quote, the Provider can furnish performance reports detailing incident tickets, response times, resolution metrics, and uptime statistics.
• Review Meetings: Regular service review or status meetings can be scheduled to address ongoing improvements, upcoming changes, and any concerns regarding service quality or compliance with this Agreement.

8. Service Credit or Remedies

• If the Provider consistently fails to meet agreed-upon response/resolution times, the Client may be entitled to service credits or other remedies as mutually agreed upon in writing or as specified in the Quote/Statement of Work.
• Service credits, if any, will be applied to future invoices and do not constitute refunds or damages unless otherwise stipulated.

9. Exclusions
The following are typically excluded from the Service Level Commitments:

• Issues resulting from the Client’s negligence, misuse of services, or failure to comply with the Provider’s instructions.
• Downtime caused by Client-requested changes outside of normal change management procedures.
• Force Majeure events or factors beyond the Provider’s reasonable control.
• Systems or services not covered under the scope of the accepted Quote (e.g., unmanaged devices, personal hardware).

1. Access and Cooperation

• System Access: The Client shall provide the Provider with all necessary access to systems, networks, hardware, and software environments to perform the Services effectively. This includes, but is not limited to, administrative credentials, VPN connections, and physical access where appropriate.
• Timely Cooperation: The Client shall cooperate with the Provider’s requests for information, documentation, or assistance in a prompt manner. Delays in providing required access or information may affect the Provider’s ability to deliver the Services and could impact service levels and timelines.

2. Designated Point of Contact

• Primary Contact: The Client shall appoint at least one representative (e.g., an IT manager or designated liaison) who is authorized to make decisions on behalf of the Client and coordinate with the Provider.
• Escalation Path: The Client will ensure that the Provider has up-to-date contact information for escalating critical issues or approvals (e.g., after-hours emergency contacts, department heads).

3. Accurate and Timely Information

• Project Requirements: The Client is responsible for providing clear and accurate information regarding existing systems, software licenses, and any ongoing projects that may affect the scope or delivery of the Services.
• Notification of Changes: The Client agrees to promptly inform the Provider of any significant organizational, network, or infrastructure changes that could impact the Services. This may include expansions, office moves, device additions, or new regulatory obligations.

4. Appropriate Use and Policy Compliance

• Software Licensing: The Client is responsible for ensuring that all software, applications, or tools utilized within their environment are properly licensed, unless otherwise stipulated in the Quote (e.g., in a Hardware as a Service or software subscription model).
• Lawful Conduct: The Client shall not use the Services for any unlawful, unethical, or unauthorized activities and shall abide by all applicable laws, regulations, and third-party usage policies.
• Acceptable Use Policies: Where applicable (e.g., cloud services, Microsoft 365, Starlink, Adobe), the Client must comply with the provider’s acceptable use policies or terms of service. Failure to comply may result in service suspension by the third-party vendor.

5. Data Classification and Data Protection

• Data Classification: The Client is responsible for classifying and identifying sensitive, confidential, or regulated data, and communicating any special handling requirements (e.g., data encryption, access controls) to the Provider.
• Retention Policies: The Client shall define and communicate retention policies for data backups and archives, ensuring the Provider can align backup and recovery solutions accordingly.
• Legal and Regulatory Compliance: If the Client operates in regulated industries (e.g., healthcare, finance), the Client is responsible for informing the Provider of any specific compliance requirements (e.g., HIPAA, GDPR). The Client must also maintain any documentation or certifications required by such regulations.

6. Backup, Verification, and Testing

• Cooperation in Backups: While the Provider may implement backup solutions as outlined in the Agreement or Quote, the Client must collaborate in scheduling backups, verifying backup integrity, and performing test restores.
• User Data: The Client is responsible for instructing staff or end-users to save data in locations included in the backup scope. Data stored outside agreed-upon locations may not be recoverable in the event of hardware failure or data loss.

7. Hardware Environment and Physical Security

• Physical Environment: The Client shall ensure that on-premises hardware and infrastructure (e.g., servers, network devices) are located in a secure and climate-controlled area. Any physical access controls (e.g., keyed entry, badge systems) should be maintained and updated as necessary.
• Equipment Care: For any hardware owned, leased, or provided under a Hardware as a Service arrangement, the Client shall exercise reasonable care to prevent damage. The Client must promptly report any lost, stolen, or damaged equipment so the Provider can take appropriate action (e.g., replacement, insurance claims, data wipe).

8. Change Management

• Authorized Changes: The Client agrees to follow a structured change management process for any significant modifications to their IT environment that could affect the Services. This includes providing notice to the Provider when adding or removing equipment, adopting new software platforms, or changing network configurations.
• Unauthorized Changes: The Client acknowledges that changes made without the Provider’s knowledge or approval may result in service disruptions, security vulnerabilities, or unanticipated costs. The Provider is not liable for any issues or damages arising from unauthorized changes.

9. User Training and Responsibilities

• Staff Awareness: The Client is responsible for ensuring that its staff or end-users receive basic training on new systems or software. The Provider may offer additional training sessions as part of the scope of work or as an add-on service.
• Security Best Practices: The Client shall encourage end-users to follow security best practices (e.g., strong passwords, phishing awareness) to minimize risks. Repeated user-related security incidents may necessitate additional services or policy enforcement measures.

10. Timely Reporting of Incidents

• Issue Logging: The Client agrees to promptly report any technical issues, suspected security breaches, or unusual system behavior to the Provider through designated support channels (e.g., service desk, portal, phone).
• Incident Cooperation: The Client shall cooperate in diagnostic and remediation efforts, including providing necessary logs, screenshots, or user interviews.

11. Insurance

• Adequate Coverage: The Client shall maintain adequate insurance coverage (e.g., general liability, cyber liability) consistent with industry standards for its business size and sector.
• Risk Mitigation: The Client is encouraged to regularly review its insurance policies to ensure they cover potential IT-related incidents, data loss, or business interruptions. The Provider is not responsible for arranging or managing the Client’s insurance.

12. Failure to Comply

• Consequences: Failure to meet these responsibilities may limit the Provider’s ability to perform Services effectively, potentially impacting service levels and uptime commitments. In such cases, the Provider may adjust deliverables, timelines, or disclaim liability for resulting damages as permitted under this Agreement.
• Material Breach: Persistent or severe violations of these responsibilities may constitute a material breach of the Agreement, subjecting the Client to potential legal or financial remedies as outlined elsewhere in the contract.

1. Definitions

• “Confidential Information”: Any non-public, proprietary, or sensitive information—whether disclosed orally, in writing, electronically, or by any other means—furnished by one party (the “Disclosing Party”) to the other (the “Receiving Party”). This includes, but is not limited to, trade secrets, client lists, business strategies, financial data, technical documentation, software code, network designs, user credentials, and any other information clearly identified or reasonably understood as confidential.
• “Data Protection Laws”: All applicable legislation, regulations, and binding guidelines relating to the protection of personal data and privacy, including (where relevant) the Australian Privacy Act 1988 (Cth), the Australian Privacy Principles (APPs), and, if applicable, the General Data Protection Regulation (GDPR) (EU) 2016/679, along with any local implementing laws.

2. Confidentiality Obligations

• Use and Disclosure: Each Receiving Party shall use Confidential Information solely for the purpose of fulfilling its obligations under this Agreement. The Receiving Party shall not disclose, reproduce, or otherwise make available any Confidential Information to any third party without the Disclosing Party’s prior written consent, except as necessary to carry out its obligations hereunder or as required by law.
• Standard of Care: Each Party agrees to protect the other’s Confidential Information using the same degree of care it uses to protect its own confidential information of a similar nature, and in no event less than a reasonable standard of care.
• Access Limitation: The Receiving Party shall restrict access to Confidential Information to its employees, contractors, or advisors who have a legitimate “need to know” for purposes of performing under this Agreement and who are bound by obligations of confidentiality at least as stringent as those set forth herein.

3. Exclusions from Confidentiality
The obligations set forth above do not apply to information that:

• Is or becomes generally available to the public through no breach of the Agreement by the Receiving Party.
• Was lawfully in the Receiving Party’s possession prior to disclosure by the Disclosing Party, as evidenced by written or electronic records.
• Is received from a third party not bound by a confidentiality obligation regarding such information.
• Was independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
• Is required to be disclosed under any applicable law, regulation, or court order, provided that the Receiving Party promptly notifies the Disclosing Party (to the extent legally permissible) so that the Disclosing Party has an opportunity to seek a protective order or other appropriate remedy.

4. Return or Destruction of Confidential Information

• Upon written request by the Disclosing Party or termination of this Agreement, the Receiving Party shall promptly return or securely destroy (at the Disclosing Party’s election) all Confidential Information in its possession or control, including any copies, summaries, or derivatives thereof.
• The Receiving Party may, however, retain copies of Confidential Information to the extent required by applicable law or legitimate internal compliance policies, provided such retained information remains protected under the terms of this Agreement for as long as it is retained.

5. Data Privacy and Protection

• Compliance with Data Protection Laws: Both parties shall comply with all applicable Data Protection Laws regarding the handling of personal data. The Provider shall process personal data only to the extent necessary to perform the Services or as instructed by the Client, unless otherwise required by law.
• Security Measures: The Provider shall implement commercially reasonable technical, administrative, and organizational measures to safeguard Client data (including personal data) against unauthorized or unlawful processing, accidental loss, destruction, or damage. Measures may include, but are not limited to, encryption in transit and at rest (where appropriate), firewalls, intrusion detection systems, and regular security assessments.
• Data Minimization: The Provider will endeavor to limit its collection and retention of personal data to only that which is necessary for the performance of the Services or otherwise required by law.

6. Data Breach Notification

• Notification Obligation: In the event of a confirmed or reasonably suspected data breach that compromises the confidentiality, integrity, or availability of Client’s personal data, the Provider shall promptly (and within any timeframe required by law) notify the Client and provide sufficient details about the nature and scope of the breach to enable the Client to fulfill any legal or regulatory obligations.
• Mitigation and Cooperation: The Provider shall investigate the breach, take reasonable steps to mitigate or contain the breach, and provide regular status updates to the Client. The Provider will cooperate with the Client in any subsequent investigations, notifications, or remedial actions that may be required by law or regulation.

7. Data Retention and Backup

• Retention Period: The Provider shall retain Client data only for the duration needed to perform the Services or for any period agreed upon in writing, except where a longer retention period is required by law.
• Backups: The Provider may maintain secure backups of Client data according to the procedures outlined in the Agreement or the applicable Quote/SOW. At the end of the retention period or upon termination of the Agreement, these backups will be securely destroyed or returned to the Client unless otherwise mandated by law.

8. International Data Transfers

• If the provision of Services involves the transfer of personal data outside the jurisdiction where the Client is established (e.g., outside Australia or the European Economic Area), the Provider shall ensure compliance with applicable international data transfer regulations. Where required, the Provider and the Client will enter into additional agreements or implement lawful data transfer mechanisms (e.g., Standard Contractual Clauses).

9. Survival of Obligations

• The confidentiality and data protection obligations under this section shall survive the expiration or termination of this Agreement for a period of [X years], or as long as the Receiving Party continues to possess or control any Confidential Information or personal data belonging to the Disclosing Party, whichever is longer.

10. Data Protection Point of Contact

• The Provider shall designate a point of contact (e.g., a Data Protection Officer or Security Lead) for any issues related to privacy and data security. The Client may direct questions, concerns, or requests for assistance (e.g., data subject requests) to this point of contact.

1. Performance Warranty

• Professional Standard: The Provider warrants that the Services will be performed in a professional and workmanlike manner, consistent with generally recognized industry standards and practices.
• Remedial Efforts: If the Provider fails to perform the Services in accordance with the standards outlined in this Agreement (or any applicable Quote), the Provider will use commercially reasonable efforts to re-perform or correct the deficient Services at no additional cost to the Client, provided the Client notifies the Provider of the deficiency within a reasonable timeframe.

2. No Guarantee of Continuous Operation

• Service Interruptions: While the Provider aims to ensure high availability and minimal downtime, the Provider does not warrant that the Services will be uninterrupted, error-free, or immune from security breaches at all times.
• Scheduled Maintenance & Upgrades: The Client acknowledges that periodic maintenance, updates, or emergency repairs may cause temporary service interruptions, and such interruptions do not constitute a breach of the Provider’s warranty obligations.

3. Third-Party Products and Services

• No Warranty for Third Parties: Any hardware, software, or services provided by a third party (including, but not limited to, network connectivity from ISPs, cloud platforms, or other software vendors) are subject to the warranties, if any, offered by that third party. The Provider does not assume any liability, nor does it make any representations or warranties, with respect to third-party products or services.
• Integration and Compatibility: The Provider will use reasonable efforts to ensure that third-party components integrate with the Client’s environment; however, the Provider does not warrant that such integration or compatibility will be seamless or free of defects. Any additional work necessary to resolve integration issues may be subject to extra fees if not covered within the scope of the Quote.

4. Security and Virus Disclaimers

• Security Measures: The Provider implements generally accepted security measures (e.g., firewalls, antivirus tools, intrusion detection systems) to protect the Client’s systems and data as specified in the Agreement. However, no security measure is foolproof, and the Provider does not warrant or guarantee complete security against cyber threats, hacking, malware, or other unauthorized intrusions.
• Client Obligations: The Client must follow the Provider’s recommended practices (e.g., using strong passwords, updating software, training staff about phishing risks) to help mitigate security vulnerabilities. The Provider disclaims any liability for security incidents arising from the Client’s failure to adhere to these practices.

5. Disclaimer of Implied Warranties

• Scope: Except as expressly set forth herein, the Provider makes no other warranties, representations, or conditions—whether written or oral—express, implied, or statutory.
• Examples of Disclaimed Warranties: The Provider specifically disclaims any implied warranties or conditions of merchantability, fitness for a particular purpose, title, non-infringement, or that the Services will meet all of the Client’s requirements or expectations.

6. Data Accuracy and Integrity

• Client-Provided Data: The Provider’s performance may depend on the accuracy and completeness of data and information supplied by the Client. The Provider disclaims any liability for issues or errors stemming from inaccurate, outdated, or incomplete data provided by the Client.
• Data Conversion and Migration: If data migration or conversion services are part of the scope, the Provider will use reasonable efforts to ensure accurate transfer. However, the Provider does not guarantee that all historical or legacy data can be converted without error or loss.

7. Limitations on Remedies

• Exclusive Remedies: The Provider’s sole obligation and the Client’s exclusive remedy for any breach of the warranties described in this Agreement is limited to the Provider’s reasonable efforts to re-perform or correct the Services, as specified in Section 1 (Performance Warranty).
• Scope of Remedies: Any remedies beyond re-performance or correction—including damages for downtime, lost profits, or indirect losses—are governed by the Limitation of Liability section of this Agreement.

8. Reliance on Client Instructions

• Adherence to Client Directions: The Provider may rely upon instructions, authorizations, or approvals provided by the Client or the Client’s personnel in the delivery of Services. The Provider disclaims liability for any outcome resulting from following the Client’s directives if such directives are incomplete, erroneous, or contradict best practices, unless otherwise agreed in writing.
• Additional Fees: If significant rework is required due to incorrect or incomplete instructions from the Client, additional fees may apply if not covered under the existing scope of work.

9. Forward-Looking Statements

• Projections and Estimates: Any future projections, estimates, or forecasts about system performance, scaling, or ROI provided by the Provider are for informational purposes only and do not constitute a guarantee of actual results. Real outcomes may differ due to variables outside the Provider’s control (e.g., changing market conditions, user behavior, shifts in technology).
• Client Decision-Making: The Client acknowledges that it retains full responsibility for decisions based on any advice, projections, or estimates given by the Provider.

10. Applicability and Survival

• Survival: The disclaimers and warranty limitations in this section shall survive any termination, expiration, or completion of the Agreement.
• Statutory Rights: Nothing in this Agreement is intended to exclude or limit any rights or remedies that cannot be excluded by law. Where statutory laws or consumer protections apply, those statutory obligations remain in force to the extent they cannot be legally excluded.

1. Exclusion of Certain Damages
   Except as expressly provided herein, neither party shall be liable to the other (or to any third party) under any circumstances for any indirect, incidental, exemplary, punitive, special, or consequential damages, including but not limited to lost profits, lost savings, lost or corrupted data, business interruption, or loss of goodwill, even if advised of the possibility of such damages and regardless of the legal or equitable theory (contract, tort, or otherwise) upon which the claim is based.
   
   
2. Cap on Damages
   In no event shall the Provider’s aggregate liability to the Client for any and all claims arising out of or in connection with this Agreement exceed the total amount actually paid by the Client to the Provider for the Services in the [six (6) months] immediately preceding the date on which the claim arose. This limitation applies to all causes of action in the aggregate, including breach of contract, breach of warranty, negligence, strict liability, misrepresentations, and any other torts or statutory causes of action.
   
   
3. Third-Party Services and Products
   a. No Liability for Third-Party Vendors
   The Provider shall not be liable for any actions or omissions of any third-party vendor, supplier, or licensor (including but not limited to hosting providers, software vendors, internet service providers, or hardware manufacturers). The Provider’s sole responsibility in relation to any third-party services or products is to reasonably coordinate and facilitate the Client’s usage of such services as outlined in this Agreement or the applicable Quote.
   b. Third-Party Terms
   The Client acknowledges that use of third-party services may be subject to additional or separate license terms, and the Provider is not responsible for any violations or liabilities arising from the Client’s failure to comply with those terms.
   
   
4. Data Restoration and Recovery
   While the Provider implements backup and recovery measures as specified in this Agreement or the applicable Quote, the Provider’s liability for any loss of data, damage to data, or inability to restore data is limited to using commercially reasonable efforts to restore or recover such data. The Provider shall not be liable for data loss or corruption arising out of factors beyond its control (including hardware failure, software defects, or user errors) or for any associated business losses or damages.
   
   
5. Client Responsibilities
   The Provider’s liability is contingent upon the Client fulfilling its responsibilities, obligations, and duties under this Agreement, including but not limited to maintaining necessary security credentials, adhering to proper usage policies, and providing timely access to systems for troubleshooting. Failure by the Client to do so may reduce or negate any liability the Provider would otherwise have under this Agreement.
   
   
6. Limitation Period
   Any claim against the Provider arising out of or related to this Agreement must be brought by the Client 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. Claims not brought within this period shall be deemed waived.
   
   
7. Exceptions
   The limitations set forth in this section shall not apply to:
   • Damages resulting from the Provider’s gross negligence or willful misconduct.
   • The Provider’s indemnification obligations under this Agreement (if any).
   • Any liability that cannot be excluded or limited by law.
   
   
8. Essential Basis
   The parties acknowledge and agree that the disclaimers, exclusions, and limitations of liability set forth in this section are an essential part of this Agreement, reflect a reasonable allocation of risk between the parties, and form a basis without which the parties would not have entered into this Agreement.

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 willful misconduct in performing the Services.
   
   
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 the Services or violation of applicable laws or regulations.

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

This Agreement is governed by the laws of the Australian Capital Territory (ACT), Australia, without regard to conflict of laws principles. Any disputes arising out of or relating to this Agreement shall be resolved first through good-faith negotiations. If unresolved, the dispute may be submitted to mediation, arbitration, or pursued in the courts of the ACT.

This Agreement, including any attachments and the Quote referenced herein, constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior agreements. No modification shall be valid unless in writing and signed by both parties.

All notices must be in writing and delivered by hand, registered mail, or confirmed email. Notices to the Provider shall be sent to the address listed above or as otherwise designated in writing. Notices to the Client shall be sent to the address or email stated in the Quote or as otherwise designated in writing.

If any provision of this Agreement is found to be unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be amended to the minimum extent necessary to make it enforceable.

This Agreement may be executed in any number of counterparts, including electronically, each of which shall be deemed an original, and all of which together shall constitute one agreement.

1. Guarantee and Indemnity
   In consideration of the Provider entering into this Managed IT Service Agreement (“Agreement”) and providing the Services to Client details specified in the accompanying Quote (hereafter referred to as the “Client”), the undersigned director(s) (each, a “Guarantor”) hereby unconditionally and irrevocably guarantee to the Provider, on a joint and several basis if there is more than one Guarantor, the due and punctual performance of all obligations, covenants, and the payment of any sums due by the Client under this Agreement.
   
   
2. Scope of Guarantee
   • This Director’s Guarantee (the “Guarantee”) covers all obligations of the Client under the Agreement, including any extensions, renewals, or variations of the Agreement, and any additional or subsequent agreements or statements of work that reference or are subject to the same terms.
   • The Guarantor’s liability under this Guarantee remains effective until all obligations of the Client have been satisfied in full, including any outstanding fees, charges, damages, or costs recoverable under the Agreement.
   
   
3. Continuing Obligation
   • This Guarantee is a continuing obligation and shall not be discharged by any one payment or series of payments. It remains in force regardless of any indulgence, concession, waiver, or extension of time the Provider may grant to the Client or any other person.
   • The Provider is not required to first exhaust any remedies against the Client, or any other party, before seeking to enforce the Guarantee against the Guarantor.
   
   
4. No Discharge or Release
   The obligations of the Guarantor under this Guarantee shall not be affected, reduced, or released by:
   
   • The insolvency, liquidation, administration, or bankruptcy of the Client;
   • Any composition, compromise, or arrangement entered into between the Provider and the Client;
   • Any amendment or variation of the Agreement (whether or not the Guarantor has notice of or consents to such amendment);
   • Any delay, neglect, or omission by the Provider in enforcing its rights under the Agreement;
   • The existence or enforceability of any other guarantee or security the Provider may hold in relation to the Client’s obligations.
   
   
5. Personal Nature of Guarantee
   Each Guarantor acknowledges that they have entered into this Guarantee in their personal capacity. This Guarantee remains binding on their heirs, executors, administrators, successors, and permitted assigns until fully discharged.
   
   
6. Indemnity
   As a separate and additional liability, each Guarantor indemnifies the Provider against any loss, liability, cost, or expense (including legal fees on an indemnity basis) the Provider may incur as a result of any failure by the Client to perform its obligations under the Agreement or any other act or omission by the Client giving rise to liability under the Agreement.
   
   
7. Demand for Payment
   • In the event of the Client’s default in any payment or other obligation, the Provider may make written demand upon the Guarantor, specifying the nature of the default and the amount or obligation claimed.
   • The Guarantor shall promptly pay any required sum or fulfill the relevant obligation as if they were the principal obligor.
   
   
8. Governing Law
   This Guarantee shall be governed by and construed in accordance with the laws of the Australian Capital Territory (ACT), Australia, and the Guarantor submits to the exclusive jurisdiction of the courts of the ACT in respect of any disputes arising from or in connection with this Guarantee.
   
   
9. Severability
   If any provision of this Guarantee is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be interpreted or amended to the minimum extent necessary to make it enforceable.

1. Definition of Equipment

Equipment refers to any physical hardware, devices, or ancillary items supplied, leased, or managed by the Provider under this Agreement. This may include (but is not limited to) servers, networking devices, computers, peripherals, or any hardware provided under a Hardware as a Service (HaaS) model.

2. Ownership

• Provider-Owned Equipment: Any Equipment owned or leased by the Provider remains the exclusive property of the Provider (or its lessor) at all times. The Client shall not remove or relocate Provider-Owned Equipment without the Provider’s prior written consent.
• Client-Owned Equipment: Any Equipment purchased outright by the Client or supplied by the Client remains the property of the Client. The Provider is authorized to service or manage such Equipment only to the extent necessary to fulfill the Services under this Agreement.

3. Usage and Care

• Proper Use: The Client agrees to maintain and use all Equipment in a careful and proper manner, following any instructions or guidelines provided by the Provider or the manufacturer.
• Maintenance: Unless otherwise agreed (e.g., under HaaS arrangements), the Client is responsible for routine upkeep (e.g., cleaning, ensuring proper operating conditions, providing stable power supply). The Provider will handle specialized maintenance as defined in the Quote or Scope of Services.
• Loss or Damage: The Client shall notify the Provider promptly if any Equipment is lost, stolen, or damaged. If the Client’s negligence or misuse causes damage, the Client may be liable for repair or replacement costs, as specified in the Quote or a separate schedule.

4. Installation and Removal

• Installation: The Provider will coordinate and manage the installation or deployment of Provider-Owned Equipment at the Client’s location(s), subject to any site requirements or restrictions.
• Removal: Upon expiration or termination of the applicable service (or this Agreement, if applicable), the Provider may remove any Provider-Owned Equipment from the Client’s premises. The Client shall provide reasonable access and cooperation for such removal.
• Condition: The Client shall ensure that Provider-Owned Equipment is returned in substantially the same condition as delivered, normal wear and tear excepted.

5. Insurance

• Provider’s Insurance: The Provider may carry insurance on Provider-Owned Equipment at its own discretion. This does not relieve the Client of any liability for intentional or negligent acts that cause damage beyond normal wear and tear.
• Client’s Insurance: Where applicable, the Client is encouraged (or may be required) to maintain adequate insurance to cover any risks to Client-Owned Equipment or third-party liability arising from the use of such Equipment.

6. No Encumbrances

The Client shall not sell, lease, encumber, or otherwise create any security interest in Provider-Owned Equipment, nor permit it to be seized or subject to legal process, without the Provider’s prior written consent.

1. Pre-Existing Intellectual Property

• Provider IP: Any and all intellectual property (including, but not limited to, software, scripts, configurations, documentation, templates, trademarks, and copyrights) owned or licensed by the Provider prior to the Effective Date of this Agreement remains the Provider’s exclusive property. The Client obtains no rights or interest in such property except as explicitly granted for the duration and scope of this Agreement.
• Client IP: Any and all intellectual property owned by the Client prior to the Effective Date remains the Client’s exclusive property. The Provider obtains no rights or interest in the Client’s property except as needed to perform the Services.

2. Work Product and Deliverables

• Defined Deliverables: All custom work product or deliverables expressly identified in the Quote, Statement of Work (SOW), or project scope (such as software code, website designs, configuration files) will be owned by the Client upon full payment, unless otherwise specified.
• License Back to Provider: Where applicable, the Client grants the Provider a non-exclusive, non-transferable license to use, modify, or display the deliverables for internal record-keeping, portfolio demonstrations (with the Client’s written approval), and any purposes necessary to fulfill the Provider’s ongoing support obligations.
• Excluded Materials: Any tools, libraries, frameworks, or know-how used to create the deliverables, which are proprietary or licensed to the Provider, remain the Provider’s property, and the Client receives a limited license to use them solely within the deliverables.

3. Third-Party Licenses

• Open Source or Third-Party Components: If the Provider integrates third-party or open-source software into the Services or deliverables, the Client’s rights to use such components are subject to the applicable open-source or commercial license terms. The Provider shall disclose relevant license terms to the Client when possible or required.
• Restrictions: The Client agrees to comply with all licensing obligations, terms, and restrictions associated with any third-party software or tools used under this Agreement. The Provider disclaims liability for license violations due to unauthorized Client actions.

4. Trademarks and Branding

• Client Marks: The Client grants the Provider a limited, non-exclusive license to use the Client’s name, logos, and trademarks (“Client Marks”) solely to the extent necessary to perform the Services or to reference the Client as a customer in the Provider’s marketing materials (subject to the Client’s prior written consent).
• Provider Marks: Except as expressly authorized, the Client shall not use the Provider’s trade names, logos, or trademarks without the Provider’s prior written consent.

5. Confidentiality of Proprietary Information

Any intellectual property-related information or materials disclosed by one party to the other, and marked or reasonably understood as proprietary or confidential, shall be treated in accordance with the confidentiality obligations set forth in Section [4] (Confidentiality and Data Protection) of this Agreement.

6. Infringement Claims

• Provider Indemnification: The Provider shall defend, indemnify, and hold the Client harmless from any third-party claim alleging that the Provider’s deliverables (excluding third-party components or Client-contributed material) infringe upon such third party’s intellectual property rights, provided the Client promptly notifies the Provider of any such claim and cooperates in the defense.
• Exclusions: The Provider’s indemnification obligations do not apply if the alleged infringement arises from (a) Client modifications made without the Provider’s knowledge or consent, (b) combination or use of the deliverables with non-Provider products or services, or (c) breach of any license terms or restrictions by the Client.

7. Reservation of Rights

All rights not expressly granted in this Agreement are reserved by the respective party. Neither party acquires any ownership or license rights by implication or estoppel.

8. Post-Termination Use

• Client Use: Upon completion or termination of this Agreement, the Client may continue to use any deliverables and corresponding Provider-owned elements as expressly granted under this Section, subject to any ongoing license or usage fees if indicated in the Quote or a subsequent license agreement.
• Provider Use: The Provider may retain any knowledge, techniques, or expertise gained in the course of performing the Services, provided such retention does not disclose or misuse the Client’s Confidential Information or infringe the Client’s intellectual property rights.