This Master Services Agreement (“MSA”) is entered into by and between:

• Empreus IT Support (trading as Empreus Support Pty Ltd), ABN [Insert ABN], of Unit 19, 63 Wollongong St, Fyshwick ACT 2609 (the “Provider”); and
• The Client identified in the applicable Quote or Service Schedule (the “Client”).

This MSA establishes the general terms and conditions governing the relationship between the Provider and the Client. The specific services to be provided are detailed in individual Service Schedules, each of which is incorporated into and governed by this MSA. 

This MSA does not, by itself, oblige the Provider to supply or the Client to purchase any services. Obligations to supply and purchase arise only upon execution of a Service Schedule and acceptance of the corresponding Quote.

3.1 MSA Effective Date
This MSA takes effect on the date it is signed or otherwise accepted by both parties (the “Effective Date”).

3.2 Service Schedule Commencement
Each Service Schedule shall specify its own Commencement Date. Unless otherwise agreed in writing, the Commencement Date for a Service Schedule is the first day of the next calendar month immediately following the Client’s acceptance of the applicable Quote.

Example: If the Client accepts a Quote on 18 October, the Commencement Date is 1 November. Billing cycles align to the 1st of each month.

4.1 Structure

The Provider offers services under individual Service Schedules, which may include (but are not limited to):

• Managed IT Services (Desktop, Server, and Helpdesk Support)
• Hardware as a Service (HaaS)
• NBN Services
• VoIP Services
• Mobile Services
• Starlink Internet Services
• Managed Network Services
• Microsoft 365 Services
• Managed Website Services and Maintenance
• Mobile Device Management (MDM)
• Software and Website Development
• Domain Services
• Adobe Subscription Management
• Managed Video Services

4.2 Incorporation

Each Service Schedule, once executed by both parties, forms part of this MSA. In the event of any conflict between a Service Schedule and this MSA, the terms of the Service Schedule shall prevail to the extent of the inconsistency.

4.3 Independent Operation

Each Service Schedule operates independently. Termination or expiry of one Service Schedule does not affect any other Service Schedule or this MSA, unless this MSA itself is terminated.

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

The Payment – Terms & Conditions address invoicing, due dates, payment methods, direct debit, late payment interest and penalties, debt recovery, disputed invoices, and fee adjustments.

6.1 Service Schedule Termination

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

6.2 MSA Termination

This MSA may be terminated by either party upon 30 days’ written notice, provided that all active Service Schedules have been terminated or expired in accordance with the Termination – Terms & Conditions.

If all Service Schedules are terminated or expire, this MSA shall automatically terminate 30 days after the last Service Schedule ceases, unless the parties agree otherwise in writing.

The Provider collects, uses, and manages personal information in accordance with the Privacy Policy published at empreusitsupport.com.au/privacy-policy, which is incorporated by reference into this MSA.

The Privacy Policy addresses the types of information collected, how information is used and shared, cookies and tracking technologies, data security, data retention, and the Client’s rights regarding personal data.

8.1 Guarantee and Indemnity

In consideration of the Provider entering into this MSA and providing Services to 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 MSA and all Service Schedules.

8.2 Scope of Guarantee

This Guarantee covers all obligations of the Client under this MSA and any Service Schedules, including any extensions, renewals, or variations, and any additional or subsequent agreements 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 this MSA or any Service Schedule.

8.3 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.

8.4 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 this MSA or any Service Schedule (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;
• The existence or enforceability of any other guarantee or security the Provider may hold.

8.5 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.

8.6 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 this MSA or any Service Schedule.

8.7 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 fulfil the relevant obligation as if they were the principal obligor.

This MSA and all Service Schedules are governed by the laws of the State of Victoria, Australia, without regard to conflict of laws principles.

Any disputes arising out of or relating to this MSA or any Service Schedule shall be resolved first through good-faith negotiations. If unresolved within 14 days, the dispute may be submitted to mediation. If mediation fails or is not pursued, either party may pursue resolution through the courts of Victoria.

10.1 Entire Agreement

This MSA, together with all Service Schedules, the Payment – Terms & Conditions, the Termination – Terms & Conditions, the Quote – Terms & Conditions, and the Privacy Policy, constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior agreements, representations, and understandings.

10.2 Amendments

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

10.3 Notices

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.

10.4 Severability

If any provision of this MSA 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.

10.5 Counterparts

This MSA 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.

10.6 Legal Documents

The following documents are incorporated by reference and form part of this MSA:

• 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)