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 services in relation to the support technology that Unified IT will provide to the Customer. This is detailed in the proposal document in the section titled 'What’s covered in our IT Managed Service Offering'.
How costs will be charged by Unified IT for Services and paid by the Customer. This is detailed in the proposal document in the section titled 'Our Services'; and
The terms and conditions upon which Unified IT will provide services to the Customer - provided in this EULA.

DEFINITIONS

The following definitions apply in this agreement:

Core services means IT Support provided by Unified IT utilising the tools and staffing resources set out in What’s covered in our IT Managed Service Offering Schedule. 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. End Points means personal computer desktops, lap-tops, servers. Fees means each and all of the fees payable for the Services specified in Our Services and Pricing Section. 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. Licensing means any licensing supplied and invoiced by Unified IT like Microsoft 365, Adobe etc. Party means a party who executes this agreement.

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 What’s covered in our IT Managed Service Offering Schedule
Project or further or additional work outside of the in What’s covered in our IT Managed Service Offering Schedule, is excluded. Common examples include:

Office Relocation
Desk Setup/Move
Introducing a new system
Overhaul/Major Upgrade of an existing system
Online or Face to Face training

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.
What’s covered in our IT Managed Service Offering Schedule and Our Services and Pricing section 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 Our Services and Pricing Section. 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. Upon termination of this agreement for any reason:

all unpaid sums owing will immediately become due and payable;
each party must immediately discontinue any use of the other party’s Confidential Information (and must return or destroy such Confidential Information if directed to do so by the other party);
Once all dues are cleared, Unified IT will help supply passwords/credentials required for the Customer or their new IT provider to take over IT support, within 5 business days of receiving the request in writing.

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 and licenses 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, save 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 that we may be compelled by law to disclose such information (for example under a court order or police warrant). We will provide you with a copy of our privacy policy upon request or you can review it on our website.

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. Any associated cost with the audit will be at the cost of the Customer.

DATA HOSTING REQUIREMENTS

Unified IT shall take all reasonable steps to ensure that the Customer Data is stored, processed, and hosted exclusively within data centers located in Australia. This includes data directly managed by the MSP. However, the Customer acknowledges that certain third-party platforms used in the delivery of services, including but not limited to cybersecurity monitoring tools and event logging systems, may store data (such as log files or telemetry) in data centers located outside of Australia. The MSP shall ensure that such platforms are subject to appropriate contractual and technical safeguards to protect Customer Data and comply with applicable privacy and security obligations.

BUSINESS CONTINUITY

Unified IT confirms that it has appropriate internal procedures in place to be implemented and followed by the Supplier if a Disaster Event occurs in order to mitigate the impact of the Disaster Event on the Customer (Business Continuity and Disaster Recovery Plan).

Unified IT must have in place procedures for its:

Business Continuity and Disaster Recovery Plan to be tested on a defined frequency; and
Business Continuity and Disaster Recovery Plan to be reviewed and updated after regular testing cycles to ensure it remains appropriate and to address any significant changes in circumstances.

On becoming aware of a Disaster Event, the Supplier must promptly:

notify the customer of the Disaster Event;
implement its Business Continuity and Disaster Recovery Plan;
use best endeavours to resolve the Disaster Event as quickly as possible;
at all times during the Disaster Event, provide the customer with all information reasonably available to the Supplier in relation to the Disaster Event including the steps taken (if any) by Unified IT to resolve the Disaster Event; and
co-operate with the customer in determining the response to the Disaster Event in respect of any impact on the Deliverables.

LIABILITY AND INDEMNITY

Unified IT unconditionally indemnifies and keeps indemnified Customer and anyone claiming through Customer against all claims, liabilities, costs, damages, fees and expenses (including reasonable legal costs) arising from any breach or alleged breach of any term of this Agreement by Unified IT or any claim brought against Customer or any person claiming through Customer alleging that the New Material infringe the Intellectual Property Rights of any third party.
The Customer unconditionally indemnifies and keeps indemnified Unified IT against all claims, liabilities, costs, damages, fees and expenses (including reasonable legal costs) arising from any breach or alleged breach of any term of this Agreement by the Customer or from or in relation to an action or claim brought by a third party against Unified IT which relates directly or indirectly to the Customer’s use of the Services.
Neither party will be liable to the other party for any loss of revenue, loss of profits, loss of goodwill, loss of business opportunities, loss of production, loss of customers or loss of anticipated savings or any indirect or consequential loss suffered by either party, except where such losses are claimed by a third party against that party.
In addition to clause 17, the Customer acknowledge that the aggregate liability of Unified IT for all direct, indirect and consequential losses, damages, costs, expenses, actions and claims arising out of, or otherwise in connection with, this Agreement, whether based on an action or claim in contract, equity, negligence, intended conduct, tort or otherwise, is limited to the total fees paid by the Customer for the affected Service in the month preceding the relevant cause of action accruing or, if there are more than one, the last cause of action accruing.
Unified IT has no liability to the Customer, or to any other person, for faults or defects in Services which are caused by the Customer’s own conduct or misuse or the conduct or misuse of persons benefiting from the Services through the Customer.
All terms, conditions and warranties that may be implied into this Agreement, by statute, custom and otherwise, relating to the provision of the Services by Unified IT are excluded to the fullest extent permitted by law.
The Customer acknowledges that Unified IT’s liability for breach of any term, condition or warranty, or under any remedy implied by law, which cannot be lawfully excluded, will be limited (if permitted by law), at Unified IT’s option, to the re-supply of equipment or Services or the payment of the cost of having the equipment or Services re-supplied; and is to be reduced to the extent that such liability is caused by the Customer’s negligent acts and omissions and any breach by the Customer of the terms 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.

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.

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.

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.

NON-SOLICITATION AND NON-COMPETE

During the Term and for a period of twelve (12) months after termination, both parties agree not to solicit or employ any employees of the other party associated with providing or managing the provision of the Services.

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 along with any licenses supplied to the Customer.
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 and suspend any supplied licenses without notice until such time as the outstanding tax invoice is paid in full. Unified IT will not be responsible for disruption to the Customer’s operation due to suspension of services and licenses supplied by Unified IT
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/device will be as per the Our Services and Pricing section of the signed agreement.
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.

Managed Services End User Agreement – PHG