IT Managed Services Agreement

 

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

 

1. This Agreement covers:
   • The core services in relation to the support technology that Unified IT will provide to the Customer (What’s covered in our IT Managed Service Offering Schedule).
   • How costs will be charged by Unified IT for Services and paid by the Customer (Summary section); and
   • The terms and conditions upon which Unified IT will provide services to the Customer.

 

DEFINITIONS 

 

2. 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 Summary 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 

 

3. 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

 

4. Project or further or additional work outside of the in What’s covered in our IT Managed Service Offering Schedule, is excluded.
   1. Common Examples
      1. Office Relocation
      2. Desk Setup/Move

• Introducing a new system

1. Overhaul/Major Upgrade of an existing system
2. Online or Face to Face training

 

 

TERM OF AGREEMENT 

 

5. 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”).

 

6. The agreement can be updated by Unified IT and notification of updates will be sent to the customer via email.

 

7. What’s covered in our IT Managed Service Offering Schedule and Summary section included in signed proposal form part of this agreement.

 

FEES, PAYMENT AND INVOICES  

 

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

 

TERMINATION OF AGREEMENT 

 

9. Either Party may terminate this agreement by giving the other party 90 days’ written notice. Upon termination of this agreement for any reason:
   1. all unpaid sums owing will immediately become due and payable;
   2. 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);
   3. 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.

 

10. 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).

 

11. 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 

 

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

 

1. The Confidential information of each Party is secret and confidential to that Party;
2. The disclosure of any Confidential Information by one Party does 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;

1. 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);
2. 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;
3. Each Party must immediately and in writing notify the other Party of a breach of this Clause; and
4. 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.

 

13. 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.

 

PRIVACY  

 

14. 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.

 

Liability and Indemnity

15. 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.
16. 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.
17. 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.
18. 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.
19. 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.
20. 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.
21. 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.

 

GENERAL TERMS 

 

22. 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.

 

23. 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.

 

24. The Schedules attached to this Agreement form part of this Agreement.

 

25. The laws of Victoria apply to this Agreement and the parties agree to the exclusive jurisdiction of the Victorian Courts.

 

26. 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.

 

27. 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.

 

28. 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

29. 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

30. 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.

 

31. 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.

 

32. 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

 

33. 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.

 

34. 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.

 

35. The monthly fee for each additional user/device will be as per the Summary section of the signed agreement.

 

36. Unified IT may increase the Fees to reflect increases in the Consumer Price Index (CPI) on providing 30 days’ Notice to the Customer. Unified IT will not increase the Fees by more than 5% during the Term of the Agreement to reflect any increase in CPI.

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