BETWEEN Unified IT Pty Ltd (ABN 144 048 091) (Unified IT) of 507 12-14 Claremont Street, South Yarra, VIC 3141. AND (The Customer)

WHAT THIS AGREEMENT COVERS

This Agreement covers:

The core cyber security services that Unified IT will provide to the Customer (Proposal)
The optional cyber security services that Unified IT will provide to the Customer upon request (Schedule 2);
How costs will be paid by the Customer (Schedule 3); and
The terms and conditions upon which Unified IT will provide services to the Customer.

DEFINITIONS

The following definitions apply in this agreement: Core services means core cyber security services provided by Unified IT utilising the services of a third-party service provider as set out in the proposal. Customer Data means the customer’s data or content that Unified IT obtains through the delivery of Services. Confidential Information means all information (whether received before or after the date of this Agreement) that is the Intellectual Property of a Party; or is by its nature confidential or proprietary to a Party; or is provided by a Party to the other Party under this Agreement where the receiving Party knows or ought reasonably to know that the information is confidential or proprietary to that Party and includes all personal, commercial, financial, legal and technical information (whether written, oral or in other recorded or tangible form) disclosed by a Party to the other Party (or to or by their respective directors, officers, employees, financiers or advisers) in relation to the business and affairs of the disclosing Party or its clients and customers. Cyber-Attacks means any and all unauthorised third-party attempts to access: the Customer’s IT systems or networks, Customer Data; or any third-party computer hacking, cyber-attacks, or cyber-threats directed to the Customer, along with any unauthorised use of the Customer Data by third-parties. End Points means personal computer desktops, lap-tops, servers. Fees means each and all of the fees payable for the Services specified in the proposal. Intellectual Property means any copyright; registered or unregistered design, patent, trademark rights; trade, business, company or domain names; know-how, inventions, processes, trade secrets, confidential information; circuit layouts, databases or source codes; or similar rights in any part of the world, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing. IT means information technology. IT Hardware means: Laptops and workstation personal computers, IT servers and printers. Optional services mean optional cyber security services provided by Unified IT utilising the services of a third-party service provider as set out in Schedule 2. Party means a party who executes this agreement. Services means the core services as set out in Schedule 1 and the optional services selected by the customer as located in Schedule 2 of this agreement. Third Party Services means services provided by Cisco Systems or an equivalent third-party service provider retained by Unified IT on behalf of the customer to provide both the core services and optional services as set out in Schedule 1 and 2.

SERVICES TO BE PROVIDED

Unified IT will provide services to the Customer in accordance with this Agreement. The services provided are the core services set out in the proposal.
Further or additional work outside of the scope the Services is excluded.

TERM OF AGREEMENT

The initial term of this Agreement shall commence as of the first date services are actually performed on behalf of Client by Unified IT Pty Ltd (such date, the “Start Date”) and shall continue for one year thereafter (the “Initial Term”); provided, however, that the term of this Agreement shall automatically renew for subsequent one year renewal terms each beginning on the applicable anniversary of the Start Date (each a “Renewal Term” and collectively with the Initial Term, the “Term”).
The agreement can be updated by Unified IT and notification of updates will be sent to the customer via email.
Inclusions and Pricing and Our Security Suite included in signed proposal form part of this agreement.

FEES, PAYMENT AND INVOICES

In consideration of the provision of Services, the Customer will pay Unified IT the Fees on the terms set out in Schedule 3. All of the Fees are exclusive of GST and GST will be added and reflect in the invoices.

TERMINATION OF AGREEMENT

Either Party may terminate this agreement by giving the other party 90 days’ written notice.
Either Party may terminate this agreement if the other Party enters into a deed of arrangement or an order is made for it to be wound up, if an administrator, receiver or receiver/manager or a liquidator is appointed to the other Party pursuant to the Corporations Act 2001 (Cth); or if the other Party would be presumed to be insolvent by a court in any of the circumstances referred to in the Corporations Act 2001 (Cth).
If this Agreement is terminated by the Customer for any reason, the Customer will pay within 30 days, the Fees due to the Unified IT and where relevant, the pro rata Fees for any Services provided by Unified IT up to the date of termination.

CONFIDENTIAL INFORMATION

Each Party to this Agreement agrees and acknowledges to the other Party that:

The Confidential information of each Party is secret and confidential to that Party;
The disclosure of any Confidential Information by one Party does not confer a proprietary interest in that Confidential Information on the receiving Party;
Each Party must not without the prior written consent of the other Party, use, disclose, publish, produce, reproduce or permit the disclosure or publication of the Confidential Information of the other Party to any person, other than in accordance with this Agreement or without the other Party’s prior written consent;
Each Party may only use the other Party’s Confidential Information for the purpose of either providing or obtaining the benefit of the Services (as the case may be);
At the termination of this Agreement, each Party must return to the other Party all of the other Party’s Confidential Information and erase and destroy any records that contain the other Party’s Confidential Information;
Each Party must immediately and in writing notify the other Party of a breach of this Clause; and
The terms of this Clause do not apply to any part of the Confidential Information that a Party is required disclose under a legally binding order or direction of a Court.
The Customer owns all Intellectual Property rights in the Customer Data. Nothing in this Agreement transfers any ownership rights in the Customer Data to Unified IT. Unified IT acknowledges that it does not store or have the ability to store, modify, download or change any Customer Data when providing the Services under this Agreement, except for the monthly cyber security reports which are generated and sent to the customer on a monthly basis or as agreed.

Confidentiality, Personnel, and Data Protection

Unified IT is committed to protecting the confidentiality of customer information. We take reasonable steps to safeguard data from unauthorised access, use, or disclosure, in accordance with our https://unifiedit.com.au/privacy-policy .

All personnel assigned to deliver services under this agreement are suitably qualified and experienced for their roles. Unified IT also undertakes reasonable background checks where appropriate to ensure personnel integrity and compliance with our internal standards.
Unified IT may engage offshore personnel to support service delivery. However, all customer data accessed by offshore resources is securely hosted within Australia and subject to the same confidentiality and security controls as locally accessed data.

PRIVACY

Your personal information provided by you or obtained from other sources, is protected under the Privacy Act 1988 (Cth). Please note however that we may be compelled by law to disclose such information (for example under a court order or police warrant). Our privacy policy can be found here: https://unifiedit.com.au/privacy-policy

Security and Incident Management

Unified IT is committed to maintaining the confidentiality, integrity, and availability of customer data. We implement appropriate and reasonable security measures — including physical, electronic, and procedural safeguards — to protect data from misuse, interference, loss, unauthorised access, modification, or disclosure. These measures align with industry standards and are supported by our internal policies and our Privacy Policy.

In the event of a security incident that results in a breach of customer information, Unified IT will notify the affected customer(s) promptly and provide relevant details, including the nature of the breach, the data affected, and any remedial actions taken.
Customers may request information about Unified IT’s security controls and practices at any time. We are committed to transparency and will provide reasonable assurance of our compliance with applicable data protection and cybersecurity standards.

Service Delivery and Monitoring

Unified IT delivers cybersecurity services as a managed service using a suite of enterprise-grade deployment and monitoring tools. These tools enable us to:

Verify that the agreed security solutions are deployed and functioning as intended
Monitor security events and alerts generated by those solutions
Respond to incidents in accordance with our internal protocols and service commitments

For clients without centralised infrastructure, Unified IT deploys lightweight agents on supported devices. These agents report relevant security events to a centralised dashboard, allowing Unified IT to enforce policies, apply updates, and detect threats across distributed environments.

The scope of services provided is defined in the signed proposal. This clause outlines the operational approach to delivering and supporting those services.

INSURANCE

Unified IT (for its own benefit and for the benefit of its Personnel) must maintain cyber liability insurance with minimum limits of $5,000,000 per incident. Coverage must include, but not be limited to, claims involving privacy violations, information theft, damage to or destruction of electronic information, intentional and/or unintentional release of the Customer’s Personal Information, alteration of electronic information, extortion and network security. To the maximum extent permitted by law, the cyber liability insurance policy must be endorsed to cover the full replacement value of damage to, alteration of, loss of, or destruction of intangible property (including but not limited to information or data) that is in the care, custody or control of Unified IT, breach response costs, regulatory fines and penalties, crisis management costs and legal costs incurred in relation to regulatory investigations and/or actions.

LIMITATION OF LIABILITY

The Customer acknowledges that it is not possible to prevent all unauthorised Cyber-Attacks, and that the cyber security protection services provided to the Customer through the Third-Party Services provider is a risk mitigation measure that seeks to detect, prevent and / or minimise the impact of Cyber-Attacks on the Customer.
The Customer acknowledges and agrees that Unified IT does not guarantee that the Third-Party Services provided to mitigate the risk of Cyber-Attacks will succeed in preventing all such attacks, that Cyber-Attacks may occur during the period of the provision of the Third-Party Services, which may cause loss and damage to the Customer.
The Customer indemnifies Unified IT from all liability at law, including under the laws of defamation, tort, contract, or otherwise in respect of any loss, damage, or injury (including any loss of data) arising out of or in connection with its use of the Third-Party Services, to the extent that that any loss, damage or injury arises from Cyber-Attacks.
The Customer indemnifies Unified IT against any claim arising from or relating to Unified IT complying with directions, approvals or instructions provided by the Customer.
The customer acknowledges that Unified IT will review its existing IT infrastructure and operational systems related to cyber security such as: endpoints, firewall/s, router/s, switch/s, wireless access points etc and advise the customer whether such hardware can support the cyber security systems provided under this agreement. In the event that Unified IT identifies any deficiencies in the customer’s existing IT infrastructure and / or operational systems, Unified IT will advise the customer of any hardware that needs to be replaced in order to enable the provision of services and / or maximise the effectiveness of such services. The customer indemnifies Unified IT from all liability at law, including under the laws of defamation, tort, contract, or otherwise in respect of any loss, damage, or injury (including any loss of data) arising from the Customer’s failure to follow Unified IT’s reasonable recommendations concerning any required updates to IT infrastructure and operational systems that is required to support the effective operation of the Third-Party Services.
To the extent that warranties or conditions implied by the Australian Consumer Law or similar legislation can be excluded, the liability of Unified IT for breach of any such warranty or condition is limited to the replacement or repair of the goods or, in the case of the Services, to the resupply of those services.

GENERAL TERMS

Each section of this Agreement is separate and severable from the other sections in this Agreement. If any section is found to be invalid or unenforceable, it shall be removed and the remainder of this Agreement will remain in force. Any variation of a term of this Agreement must be in writing and signed by the Parties.
A reference to a Party in this Agreement includes a reference to that party or person, its employees and officers, its successors, substitutes (including, but not limited to, a party or person taking by novation), executors, administrators and permitted assignees.
The Schedules attached to this Agreement form part of this Agreement.
The laws of Victoria apply to this Agreement and the parties agree to the exclusive jurisdiction of the Victorian Courts.
The rights arising out of or under this Agreement are not assignable by a Party to a third party without prior written consent being provided by the other Party.
This Agreement sets out all the express terms of the Agreement between the Parties and supersedes all prior discussions, negotiations, understandings and agreements. No Party has relied on any statement by any other Party not expressly included in this Agreement.
Each party must pay its own costs and expenses in respect of the negotiation, preparation and execution of this Agreement.

DISPUTE RESOLUTION

If a dispute arises under this Agreement, the parties agree to first attempt to resolve the matter through good faith discussions between senior representatives. If the dispute is not resolved within 10 business days of written notice by either party, either party may escalate the matter to executive-level representatives for further discussion. If the dispute remains unresolved after a further 10 business days, either party may pursue legal remedies. During any dispute, both parties must continue to perform their obligations under this Agreement to the extent reasonably possible.

TERMINATION ASSISTANCE

If this Agreement or any part of the services is terminated, Unified IT will work cooperatively with the Customer to ensure a smooth and orderly transition of services. This includes providing reasonable assistance to transfer relevant data, documentation, and access to the Customer or a nominated replacement provider. Unless otherwise agreed, this transition must be completed within 60 days of termination. Any additional support beyond this period may be provided on a time and materials basis.

SCHEDULE 1

Services covered under “Inclusion Details” in the signed proposal along with Unlimited Cyber Security assistance and support by cyber security analysts during business hours, Monday to Friday between the hours of 8:30am – 5:30pm within the Timeframes set out in clause 8 below, excluding weekends and public holidays. Cyber Security assistance and support means:

Offsite assistance and support from one of our Cyber Security team members via 1300 120 698 or email [email protected] (Response and resolution times will be in accordance with the SLA agreement);
Proactive 24/7 security monitoring aligned with security services covered under “Inclusion Details”;
Recommendations as to the infrastructure additions and / or changes that need to be made to support the Cyber Security software systems.

Timeframes – Core Services shall be provided by Unified IT to the Customer in accordance with the timeframes set out in Table 1. Table 1: Timeframes for Providing Service.

Nature of Defect/Fault	Description	Service Level (Standard or Express service levels)	Response Time (24/7)
Critical	Services restricted or unavailable to all users on network	Priority 1	< 1 hour
Urgent	Outage or restriction affecting multiple users (>10%)	Priority 2	< 2 hours
Routine	Outage or restriction affecting few users (<10%)	Priority 3	< 4 hours

SCHEDULE 2

OPTIONAL SERVICES No optional services are available.

SCHEDULE 3

FEES PAYABLE TO UNIFIED IT BY THE CUSTOMER

The fees payable by the Customer to Unified IT will be calculated on a monthly basis using the product and price signed up for in this proposal.
Unified IT will issue monthly tax invoices to the Customer for the Services in advance of the Services being provided to the Customer for that month. Any tax invoice issued by Unified IT for the Fees must be paid by the Customer within 14 days. Each tax invoice is a final account for the services rendered on that account.
If any tax invoice issued by Unified IT remains unpaid by the Customer beyond 14 days, the Customer acknowledges that Unified IT is entitled to cease preforming the Services without notice until such time as the outstanding tax invoice is paid in full.
Unified IT may charge the Customer interest if it issues an invoice to the Customer and the invoice is not paid after 14 days. The rate of interest payable will be equal to the Cash Rate Target specified by the Reserve Bank of Australia, as at the date the account was rendered, increased by 2 percentage points.
The number of Customer end users/devices under this agreement are based on current situation. Unified IT will increase its fees in the event that the Customer increases the number of users/devices.
The monthly fee for each additional user will be as per the product table
Fees may be adjusted annually on the anniversary of the Agreement by providing at least 60 days’ prior written notice. Annual adjustment shall be limited to the percentage change in the Consumer Price Index (CPI – All Groups, Australia) over the preceding 12 months, capped at a maximum of 6%. If Unified IT experiences documented vendor cost increases over 10%, it may request to pass through such costs with the Customer’s written consent and 30 days’ notice.

CyberSecurity – End User Agreement – PHG