March 31, 2026
We value simplicity, so here’s a clear overview of how this Agreement works:
You – {Organization Name},
located at:
{Delivery Contact}
{Delivery Address}
{Delivery Region}
(“You”, “Your”)
are engaging {Trading Name},
of {Insert Your Address}
(“We”, “Us”, “Our”)
to provide:
The services described in this Agreement and the accepted Proposal, at the agreed pricing.
You confirm that you have the authority to enter into this Agreement on behalf of your organisation. You agree to provide the access, information, and cooperation reasonably required for us to deliver the Services effectively.
We will deliver the Services with due care, skill, and professionalism, in accordance with this Agreement. We will also maintain the confidentiality of any information we access in the course of providing our Services.
While this overview provides a simple summary, the sections that follow set out the full terms of our Agreement.
Let’s get into the details.
This Agreement incorporates our General Terms and Conditions.
By signing this Agreement, you acknowledge that you have read, understood, and agree to be bound by those General Terms and Conditions, as amended from time to time in accordance with their terms.
If there is any inconsistency between this Agreement and the General Terms and Conditions, the terms of this Agreement prevail to the extent of that inconsistency.
Definitions
In this Agreement:
ACL means the Australian Consumer Law in Schedule 2 of the Competition and Consumer Act 2010 (Cth).
Automated Remediation means automated or scripted actions performed by software agents or security platforms, including device isolation, process termination, account blocking, or file quarantine.
Incident Response Services means manual, human-led services including forensic investigation, ransomware negotiation, legal or regulatory reporting assistance, infrastructure rebuilding, data recovery, business continuity execution, or other post-compromise recovery activities.
Third-Party Technology means software, hardware, platforms, subscriptions, licences, or services provided by third parties, including but not limited to Microsoft, Kaseya, Datto, RocketCyber, and other vendors we may use in delivering the Services.
Minimum Standards means the technical, operational, and security requirements set out in Schedule B.
Consequential Loss includes indirect loss, loss of profits, loss of revenue, loss of business opportunity, loss of data, loss of goodwill, or business interruption.
Interpretation
This Agreement is a standard form contract for the purposes of the ACL and must be read subject to any mandatory statutory protections which cannot be excluded.
We will provide the managed IT services described in:
the accepted Proposal; and
Schedule C (Included and Excluded Services).
Unless expressly stated otherwise in the Proposal or this Agreement, the Services are provided on a remote-first basis.
Where onsite attendance is required and is not included in the Proposal, that work may be billed separately at our then-current rates.
Initial Term
The minimum term, initial term, renewal term, committed period, commencement date, and any service-specific commercial terms for the Services are as set out in the accepted Proposal.
If the accepted Proposal does not state a commencement date for a Service, the relevant Service will commence on the date it is provisioned, activated, installed, configured, deployed, made available for use, or otherwise notified by Us as commenced.
Where multiple Services are supplied under the one Proposal, those Services may have different commencement dates and, where applicable, different committed terms, as stated in the Proposal or arising from their actual provisioning or activation dates.
Renewal
Unless otherwise stated in the accepted Proposal, the Services will continue on a month-to-month basis after the expiry of any Initial Term unless terminated in accordance with this Agreement.
Termination for Convenience
You may terminate this Agreement for convenience by providing written notice to .
If termination occurs before the expiry of the then-current Initial Term or renewal term, you must pay the applicable early termination charges set out in this Agreement.
Early Termination Charges
If this Agreement is terminated by You without cause prior to the expiry of the Initial Term or a Renewal Term, You must pay one hundred percent (100%) of the total Monthly Service Fees remaining for the balance of the committed term. In addition, You are liable for any unrecoverable upstream vendor commitments (including, but not limited to, Microsoft NCE, Kaseya, and Datto subscriptions) incurred by Us on Your behalf. These early termination charges will be invoiced immediately upon cancellation and are payable within 14 days.
If pricing has changed during the term, the fee used to calculate any early termination charge will be the most recent agreed pricing then applicable to the Services.
Immediate Termination
We may terminate this Agreement immediately by written notice if You:
materially breach this Agreement and fail to remedy that breach within a reasonable period after notice;
fail to pay undisputed invoices when due;
interfere with security controls, monitoring agents, backup systems, or other service delivery tools;
engage in unlawful, abusive, threatening, or unsafe conduct toward our personnel.
Notice Requirements
All termination notices must be provided in writing to .
Upon termination or expiry of this Agreement:
all monitoring, security, backup, and management agents supplied or managed by us may be removed from your systems; and
all Services will cease, except for any agreed transition or offboarding work.
You acknowledge that Third-Party Technology providers may apply limited or zero-day data retention periods upon cancellation or expiry of subscriptions.
This may result in the immediate and irreversible deletion of backups, logs, configurations, documentation, or other stored data.
You are solely responsible for requesting any required data exports, backups, or handover materials before termination or cancellation takes effect.
To the maximum extent permitted by law, we are not liable for data loss occurring after termination where that loss results from third-party retention policies, subscription cancellation, or your failure to request export or preservation of data in time.
Managed Services are invoiced monthly in advance unless otherwise stated in the Proposal.
You agree to pay all fees in accordance with the Proposal, invoice terms, and any applicable direct debit or payment authority arrangements in place between the parties.
We may adjust recurring fees no more than once per calendar year to reflect inflation, increased vendor costs, or changes in service scope.
Where practicable, we will provide reasonable notice of any pricing adjustment in writing.
If a recurring fee increase exceeds CPI + 5% in any 12-month period, you may terminate the affected Services without early termination penalty by giving written notice within 14 days of receiving notice of that increase.
We are committed to providing responsive and effective support. If you need to escalate a service issue, you agree to use the following escalation path so that the issue can be addressed as efficiently as possible.
1. Team Leader
Name: Jonathan Clarke
Email:
Phone: 08 9964 6448
2. Managing Director
Name: Rohan Norris
Email:
Phone: 0408 916 043
These escalation contacts are provided for escalation of existing service issues only and are not the standard channels for lodging service requests.
Any new service request submitted through an escalation contact may, at our discretion, be treated as an urgent or emergency request and billed in accordance with the applicable emergency or after-hours rates set out in the Proposal or Rate Schedule provided to you, as updated from time to time in writing.
We will use reasonable efforts to respond to service requests within the target response times set out in Schedule A.
Unless expressly stated otherwise in this Agreement, response times are service targets only and are measured from the time the service request is correctly lodged through the approved support channels.
Response times apply only during Standard Business Hours unless otherwise specified. Requests lodged outside Standard Business Hours will be handled on a best-efforts basis unless covered by a separate after-hours arrangement.
Where this Agreement provides for service credits, any claim must be submitted in writing within 7 days after the relevant incident to . Any service credit approved by us will be applied as a credit to your account and will be your sole remedy for that service level failure.
Any service credits will be calculated only on the recurring monthly service fees for the affected month and will not apply to project fees, third-party charges, hardware, software, licensing, or other non-recurring charges.
Service request priorities are set out in Schedule A.
If you ask for a request that would normally be classified as a lower priority to be treated as urgent or critical, we may agree to do so as an emergency or priority upgrade request, in which case additional charges may apply in accordance with the Rate Schedule.
While we will consider the information you provide when assessing priority, the final priority classification will be determined by us acting reasonably, having regard to operational impact and urgency.
The Services included under this Agreement are described in Schedule C and the accepted Proposal.
Unless expressly stated otherwise in Schedule C or the Proposal, any services, goods, software, hardware, project work, consulting, procurement, or other items not listed as included are excluded and may be charged separately at our then-current rates.
From time to time, we may provide assistance outside scope without charge. Any such assistance is provided at our discretion and does not create any obligation for us to continue providing those services without charge in future.
Where included in the Services, we may provide periodic reporting to your nominated primary contact, which may include:
open service requests awaiting client input;
service usage metrics;
support trends and categories;
warranty or lifecycle information; and
other operational or executive summary information we consider relevant.
The format, content, and metrics included in these reports may change from time to time as we improve our reporting processes and systems.
If included in the Proposal, we will provide quarterly business review meetings with your nominated representatives.
These sessions are intended to support planning and review of your IT environment and may include discussion of:
service performance and recent metrics;
upcoming business requirements;
lifecycle and refresh planning;
security and minimum standards;
budgeting considerations; and
other IT-related matters relevant to your environment.
Unless otherwise agreed, you should allow up to 2 hours for each quarterly business review.
If you need to reschedule a quarterly business review, you must provide at least 5 business days’ notice. If less notice is provided, that quarter’s review allocation may be treated as used unless we agree otherwise.
Your Services include Automated Remediation only, where such services are included in the Proposal or Schedule C.
Unless expressly stated otherwise in the Proposal, Incident Response Services are excluded from the recurring Managed Services fees and will be separately billable at our then-current professional services or emergency rates.
This includes, without limitation:
ransomware recovery;
forensic investigation;
threat actor communications or negotiations;
legal or regulatory reporting assistance;
infrastructure rebuilding or restoration;
large-scale compromise response;
manual post-breach clean-up and recovery.
You acknowledge that, in the event of a serious cyber security incident, urgent action may be required to contain or mitigate the incident.
Unless we are expressly engaged to provide Incident Response Services, our obligations are limited to the included Services and any Automated Remediation capabilities in use.
You should obtain independent legal, insurance, and regulatory advice before making any ransomware payment, regulatory notification, or similar response decision.
Managed Detection and Response (SOC): Where Your accepted Proposal includes 24/7 Managed SOC services, initial threat triage and endpoint isolation may be performed automatically or by third-party security analysts at any time. Any subsequent manual investigation, remediation, system restoration, or onsite support required by Our technicians to recover from an isolated event remains an excluded service and is billable at standard hourly rates.
To enable us to deliver the Services effectively, your environment must meet the minimum technical and security requirements set out in Schedule B or any other minimum standards document expressly incorporated into this Agreement.
If your environment does not meet those minimum standards at the commencement of the Services, the parties may agree on a plan to remediate or uplift the environment over time.
We may still provide support for systems or assets that do not meet the minimum standards; however:
support may be limited;
service levels may not apply; and
additional charges may apply for work performed on non-compliant systems.
Any decision to support non-compliant systems or to waive charges in a particular instance does not limit our right to charge for similar work in future.
If we maintain a list of approved or supported business software, that list identifies the software applications we ordinarily support under the included Services.
Software that is not on the approved or supported list may still be used in your environment, but support for issues arising from or relating to that software may fall outside the included Services and may be separately chargeable.
Where we determine that requested work falls outside the included scope, we will seek your approval before proceeding, unless urgent action is reasonably required to protect systems, data, or service availability.
We may update the list of approved or supported software from time to time and will notify your nominated primary contact of any material changes where relevant.
Service requests must be lodged using the approved support channels specified in our General Terms and Conditions or otherwise notified to you in writing.
To qualify for any applicable target response times for critical or high-priority requests, those requests must be lodged by telephone unless we agree otherwise in writing.
If a critical or high-priority request is submitted through a non-approved channel, we may treat that request as having been submitted at a lower priority until it is received through the correct support channel.
You are responsible for ensuring that your personnel understand any restrictions or approval requirements you have in place regarding who may lodge service requests on your behalf.
Unless otherwise agreed, all service requests received from your personnel or authorised representatives may be treated as valid instructions from you.
You must provide us with timely, safe, and reasonable access to your systems, devices, networks, premises, information, and personnel as required for us to deliver the Services.
If access is delayed, restricted, denied, or otherwise impaired, we may:
suspend or delay the affected Services;
exclude any resulting service level impact; and
charge for any additional time or cost reasonably incurred as a result.
You must nominate a primary IT contact and a secondary IT contact for the term of this Agreement.
These contacts will act as the main operational points of contact between the parties, particularly in relation to significant incidents, approvals, scheduling, and service coordination.
For critical or high-priority incidents, you agree to use reasonable efforts to coordinate communications through the nominated contacts during business hours so that issue resolution can be managed efficiently.
You must notify us promptly if your nominated contacts change.
You must ensure that we are appropriately authorised to engage with any relevant third-party providers where this is reasonably required for us to deliver the Services. This may include providers such as:
internet service providers;
cloud and hosting providers;
domain and DNS providers;
software vendors; and
telephony or communications providers.
During onboarding, we may work with you to identify the third parties for whom authority should be established.
If we are delayed or prevented from delivering Services because the necessary third-party authority has not been granted, we may:
exclude the resulting delay from any service level commitments; and
charge for any additional time or effort reasonably incurred in obtaining that authority or working around the lack of authority.
You must also ensure that any new third-party providers engaged during the term are authorised appropriately where ongoing interaction by us will be required.
You authorise us, where reasonably required to deliver the Services, to:
access systems, devices, networks, accounts, and data under your control;
administer or manage licences, subscriptions, and service configurations on your behalf;
accept end user licence agreements, service terms, or related third-party documents on your behalf where reasonably necessary for procurement, activation, deployment, or ongoing support of Third-Party Technology.
You warrant that you have authority to grant these permissions and authorisations.
We do not manufacture, control, or warrant Third-Party Technology.
To the maximum extent permitted by law, we do not guarantee that Third-Party Technology will be uninterrupted, available, secure, or error-free, and we are not responsible for delays, outages, defects, or failures caused by third-party vendors, carriers, platforms, software publishers, cloud providers, or manufacturers.
Nothing in this clause limits any non-excludable rights you may have under the ACL.
The Services and any Third-Party Technology are not designed for use in hazardous, mission-critical, or fail-safe environments, including nuclear facilities, aviation systems, air traffic control, life support systems, emergency medical systems, or weapons systems.
Any such use is entirely at your own risk.
To the maximum extent permitted by law, our total aggregate liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence), statute, equity, or otherwise, is limited to the total recurring fees paid by you under this Agreement in the six (6) months immediately preceding the event giving rise to the claim.
To the maximum extent permitted by law, we are not liable for:
Consequential Loss;
loss of profit, revenue, goodwill, opportunity, or anticipated savings;
loss, corruption, destruction, or recovery of data;
business interruption;
third-party claims against you; or
cyber incidents beyond the scope of included Automated Remediation services.
We will provide the Services with due care and skill and in accordance with applicable law.
Except as expressly stated in this Agreement, and to the maximum extent permitted by law, all other warranties, representations, or conditions are excluded.
Nothing in this Agreement excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred by the ACL or any other law that cannot lawfully be excluded, restricted, or modified.
Each party must keep confidential all confidential information of the other party obtained in connection with this Agreement and must not use or disclose that information except as required to perform this Agreement, as permitted by law, or with the other party’s consent.
We will handle personal information in accordance with applicable privacy laws and our privacy policy, but we do not assume liability beyond obligations imposed by law.
The parties must first attempt to resolve any dispute arising out of or in connection with this Agreement through good-faith negotiation.
If the dispute is not resolved within 14 days, either party may refer the dispute to mediation in Western Australia before commencing court proceedings.
This clause does not prevent either party from seeking urgent injunctive relief or pursuing a debt recovery claim.
This Agreement is governed by the laws of Western Australia, and the parties submit to the exclusive jurisdiction of the courts of Western Australia.
Either party may assign or transfer its rights or obligations under this Agreement with the other party’s prior written notice, provided the assignment does not materially prejudice the other party.
A waiver of any right under this Agreement is only effective if it is in writing.
This Agreement, together with the Proposal, Schedules, and any incorporated General Terms and Conditions, constitutes the entire agreement between the parties in relation to its subject matter and supersedes prior discussions, representations, or agreements to the extent permitted by law.
Clauses relating to confidentiality, payment, liability, dispute resolution, termination, data retention, and any other provisions which by their nature are intended to survive termination or expiry, will survive termination or expiry of this Agreement.