Master Managed Services Agreement

In these terms, “we”, “our”, “us” and similar expressions refer to Austin Technology, and “you”, “your” and similar expressions refer to the party or each of the parties named under “Quote To:” at the top of the first page of the Proposal we have provided to you in PandaDoc (the Proposal). The Proposal includes its Pricing Schedule and Scope sections. Our service agreement with you is made up of the Proposal, any documents or pages we have attached to the Proposal (Further Documents), and this Master Managed Services Agreement (MSA) (together, the Agreement).

The Proposal is valid for acceptance by you until (and including) the Expiry Date shown on the first page of the Proposal. After that date, the Proposal is no longer valid and we will not be bound by it.

The Agreement starts when you accept the Proposal by electronic signature in PandaDoc (or otherwise accept it in writing) on or before the Expiry Date. Electronic signatures and electronic records have the same effect as originals. The MSA and related policies are published at austintechnology.com.au/resources/legal/msa. The version and effective date shown in the Proposal apply to your Agreement.

If there is a conflict and the parts in conflict cannot be read together, the order of precedence is:

(a) the Pricing Schedule in the Proposal

(b) the Scope in the Proposal and any Further Documents

(c) this MSA (including its Appendices).

1Agreement and agreement term

1.1 The order of precedence set out above applies to every part of this Agreement, including its Appendices.

1.2 This Agreement commences upon your acceptance and execution of the Quote, Proposal, or Service Level Agreement by whatever means.

1.3 Unless otherwise specified in the Quote or any Further Documents, and unless terminated earlier in accordance with this Agreement:

(a) This Agreement will continue for the initial term stated in the Quote or, if no term is stated, twelve (12) months (the “Initial Term”).

(b) At the end of the Initial Term, this Agreement will automatically renew for a further period of twelve (12) months (the “First Renewal Term”) unless either party provides at least sixty (60) days’ written notice of its intention not to renew prior to the expiry of the Initial Term.

(c) Following the First Renewal Term, this Agreement will continue to renew for successive periods of twelve (12) months (each a “Renewal Term”) unless either party provides at least sixty (60) days’ written notice of its intention not to renew prior to the expiry of the then-current term.

(d) We will remind you in writing of the upcoming renewal at least ninety (90) days before the end of the Initial Term and of each Renewal Term.

1.4 We have set out in Appendix B below certain technologies relevant to our services to you. We reserve the right to review and update them from time to time and give you written notice that we have done that. All such changes will apply upon our provision to you of that written notice.

1.5 The Fees payable under this Agreement may be adjusted on each anniversary of the date this Agreement commenced (each an “Adjustment Date”). Any adjustment will be the greater of:

(a) 3%; or

(b) the percentage increase in the Consumer Price Index (All Groups, Perth) as published by the Australian Bureau of Statistics (or any replacement index), measured over the 12 month period ending immediately before the Adjustment Date. We will give you written notice of any fee adjustment at least thirty (30) days before the Adjustment Date.

1.6Definitions

(a) Agreement means this Master Managed Services Agreement together with the Quote, any Further Documents, and the appendices.

(b) Quote means the document you sign (or otherwise accept) that sets pricing and inclusions for your services.

(c) Further Documents means any documents attached to or incorporated by reference in the Quote.

(d) Pricing Schedule means the pricing and inclusions in the Quote (including any Pooled Support Hours stated there).

(e) Initial Term means the initial term stated in the Quote or, if no term is stated, twelve (12) months.

(f) First Renewal Term means the first twelve (12) month renewal following the Initial Term.

(g) Renewal Term means each subsequent twelve (12) month renewal after the First Renewal Term.

(h) Fees means the amounts payable for the services under this Agreement, including any adjustments under clause 1.5.

(i) CPI means the Consumer Price Index (All Groups, Perth) or any replacement index referred to in clause 1.5.

(j) Network means the systems and locations identified in Appendix A and Appendix B.

(k) Devices means the servers, workstations and other equipment covered under Appendix B.

(l) Supported Systems means the technologies listed in Appendix B that are in scope for you under the Quote and Pricing Schedule.

(m) Business Hours means Monday to Friday, 7:00am to 5:00pm AWST, excluding Western Australian public holidays.

(n) After Hours means any time outside Business Hours and Western Australia public holidays.

(o) Rate Card means the role based hourly rates set out in clause 6.1 (as updated in accordance with this Agreement).

(p) Support Plan means the support plan stated in the Pricing Schedule (Austin Monitoring, Austin Essentials, Austin Managed or Austin Partner), as described in clause 4.8.

(q) Adds, Moves and Changes (MAC) means minor configuration or user level changes to existing Supported Systems that do not require a design or implementation plan and are estimated at up to four (4) hours of engineer time.

(r) Project means a planned piece of work that exceeds four (4) hours, requires After Hours work or planned downtime, introduces a new system, materially changes an existing system, or requires a design or implementation plan or vendor engagement.

(s) Pooled Support Hours means the remote support hours included each month on Austin Monitoring and Austin Essentials, as stated in the Pricing Schedule.

(t) SLA means the Service Level Agreement in Appendix C.

(u) Service Request means a standard request for new hardware, software or user setup under Appendix C.

(v) Incident means an unplanned interruption or reduction in the quality of a supported service under Appendix C.

(w) Personal Information has the meaning given in the Privacy Act 1988 (Cth) and is used in clause 19.

2Equipment covered

2.1 We reserve the right to renegotiate rates based on any additions of locations, hardware, software, hardware support requirements, and/or services (Added Products and Services) by giving you 30 days written notice of the proposed rate changes. Those changes will apply at the end of that 30 day period if you have not given written notice within that period rejecting the proposed changes. If you do give such notice, this Agreement will in the meantime continue as it was before the proposed changes and without the Added Products and Services.

2.2 Subject to clauses 1.3 and 2.1 above, either party may request modifications to any part of this Agreement by giving the other party a written notice setting out the proposed changes. Those changes will only apply if and when the other party gives written notice accepting those changes.

2.3 For the purposes of this Agreement, the Network will include all locations as outlined in Appendix A. In addition, this Agreement is based on services provided to those devices listed in Appendix B. Any additional devices added to the Network without our consent or acknowledgement will not be honoured or supported by us under this Agreement.

3Purchase price

3.1 You are purchasing Austin Technology Program Services under this Agreement for the purchase price outlined in the Quote. You must pay the purchase price in monthly instalments with the first instalment due upon execution of this Agreement. Each further payment will be due the first day of each calendar month.

3.2 The monthly recurring charges under this Agreement are based on the number of users, devices, and services provisioned as at the date of the Quote. These counts are subject to regular audit by Austin Technology. Any increases or decreases in user numbers, devices, or services will automatically be reflected in the next billing cycle at the applicable rates. You acknowledge and agree that monthly recurring charges will adjust accordingly without the need for a formal variation to this Agreement. Counts are determined by our RMM, identity, and licensing systems as the system of record. We will share a monthly summary on request.

3.3 Minimum charge: per user charges are calculated on no fewer than ten (10) users, or twenty (20) users on Austin Partner, even if fewer users are counted under clause 3.2.

3.4 Licences: Microsoft and other third party licences we supply are billed on the same invoice as our services at the published price.

a. Licences bought on an annual or longer commitment are invoiced in full and payable upfront for the whole commitment period, unless we have agreed in writing to bill them monthly.

b. A licence commitment cannot be cancelled or reduced before the commitment period ends. It remains payable in full if users are removed or this Agreement ends for any reason, including under clause 14.6.

c. Where we have agreed in writing to bill an annual commitment monthly and this Agreement ends before the commitment period ends, you must transfer those licences to your new provider. You remain liable for the monthly charges for those licences until the transfer is complete, and for the rest of the commitment period if they are not transferred.

3.5 Third party price changes: if a vendor increases the price of a licence or service we supply to you, we may pass on the increase from the date it applies to us by giving you written notice. This is separate from any adjustment under clause 1.5.

3.6 Late payment: if an amount is not paid by its due date, we may charge interest on the overdue amount at ten percent (10%) a year, calculated daily from the due date until it is paid. You must also pay the reasonable costs we incur in recovering overdue amounts, including debt collection and legal costs.

4Charges for service

4.1 We will charge you for our services in accordance with the Quote and/or, as applicable, the Rate Card set out in clause 6.1 (Rate Card).

4.2 For any services provided by us which are outside the terms of this Agreement, including but not limited to any maintenance provided beyond normal business hours and services where the charges calculated under the Rate Card for those services exceed the purchase price instalment for that month, we will charge you an additional charge in accordance with the Rate Card. We will invoice any additional billing charges at the end of each month, with payment due within fourteen (14) days, unless we specify otherwise.

4.3 The cost of our services is based upon and depends upon several key factors, including the following:

(a) Base program cost that includes monitoring of all devices. These are the devices that have been identified in Appendix B that will require maintenance and support as determined by your organisation’s critical business functions (email, internet, file sharing etc).

(b) Managed Endpoint protection will be deployed on all devices.

(c) Any additional servers or devices that exceed the device limit we have set out.

(d) Inclusion of any optional modules over and above the base program.

(e) Total number of monthly pre-scheduled maintenance hours or block of hours that are required to maintain said devices, as determined by us.

(f) Any additional dispatch, support or emergency fees.

4.4 You must pay all applicable taxes, including GST, in connection with the services. Amounts stated are exclusive of GST unless noted otherwise. Without limiting the foregoing, you will promptly pay to us an amount equal to any such taxes actually paid or required to be collected or paid by us.

4.5 We reserve the right to refuse or suspend service under this Agreement in the event that you have failed to pay any invoice from us within fourteen (14) days of the date on that invoice, whether it is an invoice for services provided under this Agreement or any other agreement between the parties.

4.6 Services not expressly included in the Quote, Pricing Schedule, or this Agreement are considered out of scope. Where out-of-scope services are requested or required, Austin Technology will provide such services at the prevailing rates set out in the Rate Card, or on a time-and-materials basis if no applicable rate is specified. Out-of-scope services include but are not limited to:

• third-party vendor support and liaison;
• remediation of unsupported or end-of-life systems;
• support for custom or niche third-party applications; and
• services outside agreed business hours unless specifically included in the Quote. You are responsible for maintaining valid third-party licenses. Vendor charges are pass-through at cost.

4.7 Projects and changes outside your Support Plan

a. Your Support Plan covers incident resolution and day to day Service Requests for Supported Systems during Business Hours, within the limits in clause 4.8.

b. Projects are not included. Projects are delivered on a fixed price Statement of Work or on time and materials at the Rate Card.

c. Adds, Moves and Changes are included when each change is estimated at up to 4 hours of engineer time and does not require a design or implementation plan.

d. Any change that exceeds 4 hours, requires after hours work, causes planned downtime, introduces a new system, or requires vendor engagement will be treated as a Project.

e. On request we will provide an estimate before starting any Project or out of scope work. We will not proceed without written approval, except for emergency work needed to restore service.

f. Emergency work required to restore service may proceed without prior approval and will be billed at the Rate Card if it falls outside your Support Plan.

g. Pooled Support Hours are for use within the month they are provided. Unused hours do not roll over to a later month and are not refunded. Support beyond the pool is billed in 15 minute increments at the Rate Card.

4.8 Support Plans: the Pricing Schedule states your Support Plan.

a. Austin Monitoring: monitoring, patching and inventory, with Pooled Support Hours of one (1) hour per ten (10) users each month (minimum two (2) hours). Alert triage and remediation is drawn from the pool.

b. Austin Essentials: a service desk with Pooled Support Hours of one (1) hour per five (5) users each month. Alert triage and remediation is drawn from the pool.

c. Austin Managed: unlimited remote support for covered users and devices, subject to fair use.

d. Austin Partner: unlimited remote support subject to fair use, extended hours of 7:00am to 7:00pm AWST on weekdays, 24/7 on call cover for P1 Incidents, and scheduled onsite time of one (1) hour per ten (10) users each month (minimum four (4) hours).

e. Unlimited means unlimited remote support for covered users and devices during Business Hours under fair use. It does not include Projects.

f. The inclusions of each Support Plan are those published on our website for that plan at the date of the Quote, as summarised in the Pricing Schedule.

g. If your use exceeds your Pooled Support Hours in three (3) consecutive months, we may recommend in writing that you move to a higher Support Plan.

4.9 Security minimum: every managed device must run our 24/7 endpoint detection and response service, either as part of a SecureShield level or at the published per device price, unless you sign our security waiver. If you sign the waiver, you accept the increased risk of a cyber incident, and recovery work arising from an incident that the service would reasonably have detected or contained is outside your Support Plan and billed at the Rate Card.

4.10 Security incidents: containment by our security operations centre is included in every SecureShield level. Recovery and rebuild work is delivered under your Support Plan: unlimited on Austin Managed and Austin Partner, and from Pooled Support Hours and then at the Rate Card on Austin Monitoring and Austin Essentials.

5Conditions of service

5.1 Your Network is eligible for monitoring and support under this Agreement provided it is in good condition and our serviceability requirements and site environmental conditions are met. We reserve the right to inspect the Network upon the commencement of the term of this Agreement for the purpose of creating a diagram of the Network and/or conducting a diagnostic test of the Network. Unless stated otherwise, we will charge you for that inspection using our standard hourly billing rates.

5.2 We will not be responsible to you for loss of use of the Network or for any other liabilities arising from alterations, additions, adjustments or repairs which have been made to the Network other than by our authorised representatives.

5.3 We reserve the right to suspend or terminate this Agreement if, in our opinion; conditions at the service site pose a health or safety threat to any of our representatives.

6Service responsibility of Austin Technology

6.1 Rate Card: The Rate Card applies to Projects, out-of-scope work, and time-and-materials services. We will provide remote and/or on-site services under the following conditions using the following bill rates, unless otherwise specified in the Quote. CPI applies to recurring fees. Rate Card changes apply to time and materials and out-of-scope work. Updated Rate Card rates start on the first day of the next billing month after the notice period.

All rates are per hour and exclude GST. “Business Hours” means Monday to Friday, 7:00am to 5:00pm AWST. “After Hours” means any time outside Business Hours and Western Australia public holidays. After Hours rates are 1.5x the Business Hours rate.

• Time is billed in 15 minute increments.
• Travel, parking, courier fees and third party costs are billed at cost unless agreed otherwise.
• Rates may change in line with clause 1.5 Fee adjustments.
• Project work uses the same role based rates unless a fixed price is agreed in the Quote. The Rate Card is subject to change from time to time. Austin Technology will provide you with at least thirty (30) days’ written notice of any changes. Any updated Rate Card will apply to all out-of-scope services and time-and-materials work performed after the effective date of the change. These adjustments are separate from, and in addition to, the annual CPI-based adjustments to recurring fees set out in clause 1.5.

6.2 Holidays Observed and Service Support Hours

Note: Dates are as gazetted by the Government of Western Australia.

6.2.1 It is your responsibility to promptly notify us of any events/incidents that could impact the services defined within this Agreement and/or any supplemental service needs, and for us to respond in a timely manner via phone, email, remote access, and/or on-site services as defined in Appendix C of this Agreement.

6.2.2 If you request our services outside of normal business hours, we will provide such service subject to the availability of our representatives, according to the terms and conditions of this Agreement.

6.2.3 We will monitor, advise, and provide supplemental services as defined in this Agreement during business hours, unless otherwise specified in Appendix C, and in accordance with our Network policies then in effect. We will provide scheduled remote and onsite support services in accordance with this Agreement. You must provide our representatives with full access to the Network in order to effect the necessary monitoring and/or supplemental services. We will provide all services in this Agreement during business hours, unless otherwise specified in Appendix C.

6.2.4 We are only required to provide its services at the Service Site(s) defined in this Agreement as outlined in Appendix A. If you wish to relocate, add or remove locations, you must give us written notice of your intention to relocate at least sixty (60) days in advance. We are not required, and may refuse or offer at our sole discretion, to provide services in relation to the Network or any services at all at the relocation and/or new site.

6.3How to contact the service desk

6.4 Before you contact the Service Desk: when you call or send a message, please have the following information ready:

(a) your name and location, and where and how to contact you in case of a problem;

(b) a description of the problem and its severity;

(c) any error messages, and what was running when the problem occurred; and

(d) the applications and versions you are working with.

(e) Any changes made recently

(f) In case of a request or question, a description of request or question and relevant details

7Your responsibilities

7.1 You agree to provide adequate workspace, heat, light, ventilation, electric current and outlets, internet, remote access, and long-distance telephone access for use by our representatives.

7.2 You agree that you will inform us of any modification, installation, or service performed on the Network by individuals not employed by us in order to assist us in providing an efficient and effective Network support response.

7.3 You agree to designate a managerial level representative to authorise all Network Support Services. Whenever possible, your representative will be present whenever one of our service representatives is on-site. This contact information will be outlined in Appendix A, and it is your responsibility to inform us of any changes made to this representation thirty (30) days in advance.

8Out of network support agreement

Under this Agreement, we will provide centralised, proactive monitoring supplemental services for certain specified Networking System(s). LOCATION(S): Specific location(s) to be covered by this Agreement can be found in Appendix A. Incident response on unsupported or out-of-scope systems is billable at the Rate Card.

9Service limitations

9.1 In addition to other limitations and conditions set forth in this Agreement, the following service and support limitations apply.

9.2 Cost of consumables, replacement parts, hardware, software, network upgrades and associated services are outside the scope of this Agreement. We will provide consultative specification, sourcing guidance and/or Time and Material/Project offerings.

9.3 Except as otherwise stated in Appendix B of this Agreement all Server, Network Device and Software upgrades are outside the scope of this Agreement.

9.4 Manufacturer warranty parts and labour/services are outside the scope of this Agreement.

9.5 Periodic reboots for such devices as firewalls, routers, and servers are required to apply/activate critical update patches and configuration changes. Our support services provided under this Agreement will require, and are subject to, your support and commitment to providing time/scheduling for network device reboots with your staff and/or users support.

9.6 Application software support is limited to the manufacturer’s products listed in Appendix B: Printer maintenance support is limited to non-warranty servicing of printer products listed in Appendix B.

9.7 Virus mitigation within the scope of this Agreement is subject to us being satisfied within our sole discretion that you have appropriate backup schemes and Anti-Virus Software with current updates.

9.8 This Agreement and provision of support services under it are subject to you giving permission to, and enabling, us to have secure remote access into your network (such as our remote management agent, a secure VPN or another solution we approve). Depending on the remote access solution used, additional charges may apply, but we will give notice of those pursuant to clause 2.2 above. If we do give such notice, we will not be required to commence provision of services using the relevant remote access solution until the additional charges are agreed under clause 2.2.

9.9 Support services required or requested outside the scope of this Agreement may not be exchanged for days or services within this Agreement. Outside of scope support services are available and will be provided on either a Time and Material, or Project basis.

9.10 Unless a backup or business continuity service is purchased in the Quote, you are responsible for defining and meeting your Recovery Point Objective (RPO) and Recovery Time Objective (RTO). Our obligation in an incident is to assist with restoration from the last successful backup available to you.

9.11 Outages, degradation or data loss arising from Third Party Services (including Microsoft 365, public cloud, carriers and vendor platforms) are outside scope unless expressly included in the Quote. We will provide reasonable assistance on a time-and-materials basis per the Rate Card.

9.12 We may suspend services where use is unlawful or poses a material security risk to your systems or ours and will notify you promptly.

10Warranties and disclaimers

10.1 To the maximum extent permitted by law and save as expressly set out in this Agreement:

(a) we make and you receive no warranty, express or implied, and all warranties of merchantability and fitness for a particular purpose are expressly excluded;

(b) in no event will we or any of our directors, employees or other representatives be liable for any special, incidental, indirect, or consequential damages of any kind including, without limitation, those resulting from loss of data, income, profit, and on any theory of liability, arising out of or in connection with the services or their use even if we have been advised or have knowledge of the possibility of such damages.

10.2 Nothing in this Agreement excludes, restricts or modifies any condition, warranty, right or liability implied into this Agreement or protected by law to the extent that such exclusion, restriction or modification would render this Agreement or any provision of this Agreement void, illegal or unenforceable.

10.3 Subject to clause 10.2 above, you acknowledge and agree that:

(a) any condition, warranty, right or liability which would otherwise be implied into this Agreement or protected by law is excluded to the extent permitted by law

(b) as soon as any goods, a service or solution has been put in place by us and tested so that we are satisfied that it is working correctly, liability and responsibility for the goods, service or solution passes to you

(c) we will under no circumstances be liable for any loss or damage suffered by you arising out of us having:

(i) failed to meet a time or date for delivery of a service under this Agreement; or

(ii) cancelled or suspended the supply of goods or services

(d) we will under no circumstances be liable for any loss or damage suffered by you arising out of:

(i) inaccurate, incomplete or improper provision of information by you to us

(ii) errors, defects, viruses, malware, programs or data present at any time in your Network or any of your systems where they were not caused or introduced by us

(iii) hardware, software, network or environmental faults or failures where those faults or failures were not caused by us

(iv) we cannot and do not warrant that the works produced by us under this Agreement will be free from error.

11Exclusion of Vienna Convention

The United Nations Convention on Contracts for the International Sale of Goods (Vienna Sales Convention) is expressly excluded in all respects from and does not apply to this Agreement or the transactions contemplated by it.

12Limitation of liability

12.1 Pursuant to section 64A of the Australian Consumer Law:

(a) this clause applies in respect of any of the goods or services supplied under this Agreement which are not of a kind ordinarily acquired for personal, domestic or household use or consumption, provided that this clause will not apply if you establish that reliance on it would not be fair and reasonable;

(b) liability for breach of a guarantee conferred by the Australian Consumer Law, other than those conferred by subsections 51 to 53 of that Law, is limited: (i) in the case of goods, to any one of the following as determined by us: (A) the replacement of the goods or the supply of equivalent goods; or (B) the repair of the goods; or (C) the payment of the cost of replacing the goods or of acquiring equivalent goods; or (D) the payment of the cost of having the goods repaired; or (ii) in the case of services, to any one of the following as determined by us: (A) the supplying of the services again; or (B) the payment of the cost of having the services supplied again.

12.2 At all times, you will have and retain full (and we will not at any time have any) responsibility for the overall effectiveness and efficiency of the operating environment in which the Network is to function.

12.3 Subject to the Australian Consumer Law and clause 12.1, our aggregate liability arising out of or in connection with this Agreement in any 12 month period is limited to the total Fees paid by you in that period, excluding amounts for hardware, software, third-party pass-throughs, and taxes. This cap does not apply to liability for personal injury, death, fraud, or wilful misconduct. The cap in this clause will not exceed our then current professional indemnity limit of liability.

12.4 To the extent permitted by law, we are not liable for loss, corruption or recovery of data except where directly caused by our breach of this Agreement. Our remedy is limited to using reasonable efforts to restore data from the most recent available backup in accordance with clause 9.10.

12.5 A party must commence any claim arising out of this Agreement within twelve (12) months after the date it first became aware, or ought reasonably to have become aware, of the facts giving rise to the claim.

12.6 Each party must take reasonable steps to mitigate loss it suffers or incurs in connection with this Agreement.

13Indemnification

13.1 You agree to indemnify and defend at your sole expense: us, our employees, agents, representatives, directors and shareholders, from and against any and all:

(a) claims arising out of or based upon your use of all or any services, software or hardware provided or serviced under this Agreement, including, but not limited to, claims based on software licensing violations, copyright infringement, trademark infringement and patent infringement, save to the extent that the claims arise directly out of the actions or omissions of any of the parties indemnified; and

(b) without limiting the generality of subclause 13.1 (a) above: (i) liability for or in respect of any physical injury (including death) to persons; (ii) damage to property; and (iii) other liability, damage or loss, insofar as the injury, damage, liability or loss is attributable to your: (iv) negligence; (v) breach of this Agreement; (vi) failure to follow our advice, directions or recommendations; or (vii) unlawful or wilful action in connection with this Agreement, its performance, or the failure to perform it.

13.2 You agree to pay any judgment and costs associated with all claims in respect of which indemnity is given under clause 13.1 above.

14Termination

14.1 Either party will have the right to terminate this Agreement by written notice with immediate effect if:

(a) one of the parties is declared insolvent or bankrupt;

(b) a petition is filed in any court and not dismissed in ninety days to declare one of the parties bankrupt or insolvent or for a reorganisation for the benefit of creditors under the Corporations Act 2001, the Bankruptcy Act 1966 or any similar statute;

(c) a Trustee in Bankruptcy or a Receiver or similar entity is appointed to one of the parties.

14.2 We will have the right to terminate this Agreement by written notice with immediate effect if:

(a) you do not pay us within forty-five (45) days from receipt of our invoice; or

(b) you breach this Agreement either in a way which cannot be rectified or fail to rectify the breach within thirty (30) days of receiving written notice of that breach from us.

14.3 Upon termination, all hardware and software installed by us that was required to conduct network support services are and remain our property and you undertake to surrender and return all of those to us upon request.

14.4 Subject to clause 14.6, if this Agreement is terminated for any reason before the end of the initial term or before the end of any renewed term, you agree in any event to pay to us all fees and/or instalments that would otherwise be payable if this Agreement continued until the end of the initial term or renewed term as the case may be.

14.5 On termination, we will hand over the administrator access, credentials and documentation we hold for your environment at no charge. Other exit work, such as migrating data to a new provider, is billed at the Rate Card. We may retain copies to meet legal or audit requirements. We will delete or return your data within 30 days of termination unless we must retain it for legal or audit reasons.

14.6 Proven in 90: this clause applies where the Pricing Schedule includes Proven in 90.

a. No onboarding fee is payable.

b. If something is not working, you must tell us in writing what it is. We have fourteen (14) days from receiving your notice to put it right.

c. If we have not put it right to your reasonable satisfaction within that time, you may end this Agreement by written notice given within the first ninety (90) days after this Agreement commences.

d. If you end this Agreement under this clause, clause 14.4 does not apply and nothing is owing for the rest of the term. Fees for services provided up to the date of termination remain payable and are not refunded, and clause 3.4 continues to apply to licence commitments.

e. We will hand over your administrator access, credentials and documentation at no charge.

15Independent engagement / non-hire

15.1 Because employees are some of our most valuable assets, policy and professional ethics require that our employees not seek employment with, or be offered employment by you during the term of this Agreement and for period of one (1) year after that. Your signature on this document confirms your organisation’s agreement to adhere to this professional standard of conduct.

15.2 You agree not to without our prior written consent hire, engage or employ in any capacity or solicit the hiring, engagement or employment of any of our personnel during the term of this Agreement and for a period of one (1) year following expiration of this Agreement.

15.3 If you breach clause 15.2 above in relation to any of our personnel, you agree to pay immediately to us an amount equal to 50% of the gross amount that would be payable to that personnel by you over one calendar year if they had been employed for at least that period at the weekly rate of pay (or its equivalent) that you agree to pay them. The parties acknowledge that this sum is payable not as a penalty but as a genuine pre-estimate of costs we would incur to identify, recruit, hire and train suitable replacements for such personnel.

16Confidentiality

16.1 We acknowledge that in the course of providing services to you, we may learn from you certain non-public personal and otherwise confidential information relating to you, including your customers, consumers or employees. We will regard any and all information we receive which in any way relates or pertains to you, including your customers, consumers or employees as confidential, other than matters which were already known to us, or which we learn from third parties other than in circumstances of confidentiality, or which are or become public knowledge.

16.2 We will take commercially reasonable steps to not disclose, reveal, copy, sell, transfer, assign, or distribute any part or parts of such information in any form, to any person or entity, or permit any of our employees, agents, or representatives to do so for any purpose other than purposes which serve you or as expressly and specifically permitted in writing by you or as required by applicable law.

16.3 You acknowledge that you also have responsibility to keep records and information of your business, customers, consumers, and employees, confidential.

16.4 You also acknowledge that all information and services, consulting techniques, proposals, and documents, that either are disclosed by us or which come to your attention during the course of business and services provided under this Agreement, constitute our valuable assets and are confidential and/or proprietary to us, and you agree to keep all such things confidential on the same basis upon which we must keep certain things confidential under clauses 16.1 and 16.2 above.

16.5 This provision will survive termination of this Agreement and any other agreements between you and us.

17Insurance coverage

17.1 We will maintain at our own expense the following insurance:

a. Professional Indemnity Insurance: $10,000,000 any one claim and $20,000,000 in the aggregate.

b. Cyber Insurance: $10,000,000 any one claim and in the aggregate for our own cyber losses, and $10,000,000 any one claim and in the aggregate for cyber liability to others, with a combined aggregate of $10,000,000.

c. Public and Product Liability Insurance: $20,000,000 any one occurrence (and in the aggregate for product and pollution liability combined).

17.2 At your request, we further agree to furnish you with certificates, including renewal certificates, evidencing such coverage within thirty (30) days of commencing performance under this Agreement, at every renewal and at other times as may be reasonably requested by you.

18General provisions

18.1 Sole Agreement: This Agreement constitutes the entire and only understanding and agreement between the parties with respect to its subject matter and, except as expressly set out in this Agreement, may be amended only by a writing signed by each of the parties.

18.2 Severability: If a court of competent jurisdiction determines that any terms or provision of this Agreement is invalid or unenforceable; such determination will not affect the validity or enforceability of the remaining terms and provisions of this Agreement, which will continue to be given full force and effect.

18.3 Captions: The captions of the paragraphs of this Agreement are for convenience only and will not affect in any way the meaning or interpretation of this Agreement or any of its provisions.

18.4 Binding Effect: This Agreement binds and benefits the parties and their successors and permitted assigns.

18.5 Waiver: Any failure of either party to comply with any obligation, covenant, agreement, or condition in this Agreement may be expressly waived, but only if such waiver is in writing and signed by the other party. Any such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement, or conditions will not operate as a waiver of and/or set precedence with respect to any subsequent and/or other failure.

18.6 Governing Law: This Agreement is governed by the laws of Western Australia. Each party submits to the non-exclusive jurisdiction of the courts of Western Australia and the courts that hear appeals from them.

18.7 Assignment: This Agreement and the rights and duties contained within it will not be assignable by either party except upon written consent of the other.

18.8 Force Majeure: We will not be liable for any inability to perform any part of this Agreement to the extent that such inability arises out of external causes beyond our control including, but not limited to, terrorist acts, natural catastrophe, fire, flood, or other act of God, and/or power failure, virus propagation, improper shut down of the Network and related Network Systems/Services.

18.9 Legal Fees. In any action between the parties to enforce any of the terms of this Agreement, the prevailing party will be entitled to recover all expenses, including reasonable legal fees.

18.10 Notices must be in writing and sent by email to the addresses in Appendix A or the email addresses stated in the Quote, or to any updated address notified in writing. Notices take effect when the sender’s system records successful transmission, provided the sender does not receive a delivery failure within 24 hours.

18.11 The Master Managed Services Agreement and related policies, including the Service Level Agreement and the Rate Card, are published at https://austintechnology.com.au/resources/legal/. The version and effective date shown on each page form part of this Agreement when that page is referenced in a Quote or Proposal.

18.12 We may update the online Master Managed Services Agreement, the Service Level Agreement and the Rate Card from time to time. We will give you at least 30 days written notice of any material change. Each change takes effect on its stated effective date and does not apply to services already performed or to the remainder of your then current term if you give written notice before the effective date that you do not agree to the change. In that case the previous version continues to apply for the rest of your then current term.

18.13 The version number and effective date of the online documents referenced in your Quote or Proposal apply. If there is a conflict, the order of precedence in the introduction applies.

18.14 We retain intellectual property in scripts, templates and tools we develop. You have a non-exclusive right to use them to receive the services.

18.15 If a change in law or a vendor policy materially affects how we deliver the services, we may make reasonable changes with notice to comply with that change.

19Privacy and data processing

a. Each party will comply with the Privacy Act 1988 (Cth) and the Australian Privacy Principles.

b. Where we process Personal Information on your behalf, we do so only to deliver the services and as instructed by you.

c. We may use approved subprocessors to deliver the services. We remain responsible for their acts and omissions.

d. We will notify you of any eligible data breach affecting your Personal Information without undue delay and cooperate with your reasonable directions.

e. We may subcontract delivery of the services and remain responsible for our subcontractors as if their acts and omissions were our own.

Appendix AContact information

Your Austin Technology Account Manager / Primary Contact is Greg Ashley. Please contact him if you wish to make any changes to, or ask questions about your service agreement with us. You can contact your account manager in the following ways:

• Telephone: 1300 787 429 option 1
• Email: greg.ashley@austintechnology.com.au

Changes to this Agreement may only be requested by the persons named in the Quote. It is your responsibility to tell us when your contact person changes.

Appendix BDevice identification and preventative checklist

This Agreement is based on the following information agreed upon by you. Any changes to this information require an updated service agreement. The technologies and applications listed in this Appendix represent systems commonly supported by Austin Technology. Their inclusion in this list does not automatically mean that support for all such systems is included under this Agreement. The actual scope of support services provided depends on the services selected by you in the Quote and Pricing Schedule. Support for technologies not expressly included in the agreed scope may be excluded or provided on a best-effort, time-and-materials basis.

Devices Supported by this Agreement

Servers

• All servers must have our RMM agent (NinjaOne), managed backup, proactive monitoring and managed endpoint protection.
• Servers must be running supported Microsoft operating systems (Windows Server 2019, 2022, or later).

Workstations

• All workstations must have our RMM agent (NinjaOne) and approved managed endpoint protection installed.
• Workstations must be running a supported version of Windows 11 or macOS. Windows 10 devices are supported only while they are covered by Microsoft Extended Security Updates.
• Devices running unsupported or end-of-life operating systems may be excluded from coverage.

Microsoft 365

• Exchange Online, SharePoint Online, Teams, and OneDrive across supported subscription tiers.
• Microsoft 365 productivity applications (Outlook, Word, Excel, PowerPoint, etc.) in supported versions.

Microsoft Azure

• Azure Active Directory / Entra ID, including identity management, MFA, and conditional access.
• Azure infrastructure workloads, including virtual machines, storage, networking, and backup services.
• Azure Virtual Desktop environments (if included in the Quote).
• Other Azure services as defined in the agreed scope.

Technologies and vendors

We standardise on the vendors below so our engineers know each platform well. We may change them from time to time and will tell you in writing when a change affects where your data is held.

Security

Firewalls, networking and wireless

Microsoft 365, cloud and productivity

Backup and hosting

Connectivity and voice

Devices

Applications

Platforms we use to deliver the services

• Network attached printers and scanners are supported on a best effort basis.

Device Management Requirements

• All supported devices must run our RMM agent (NinjaOne) and approved endpoint protection.
• Devices without these controls may be excluded from coverage at Austin Technology’s discretion.
• You are responsible for notifying Austin Technology of changes to the number of supported devices within five (5) business days. Any additional devices will incur incremental costs, and monthly pricing will be updated accordingly.
• You must maintain valid vendor licences for Supported Systems.

Appendix CService desk, response times and rates

Austin Technology service desk services

The Austin Technology Service Desk provides a point of escalation for your IT group when they have an issue or question. Austin Technology’s staff is available during business hours to log issues and support your team. You can contact the IT Service Desk via email or phone. We commit to responding to your question promptly (response times guaranteed, based on severity). If you are contacting us to escalate a service outage, we will route the call to our technical centre for prompt attention.

Emergency support

Outside Business Hours, you can call 1300 787 429 to reach our on call engineer for P1 Incidents. On Austin Managed, after hours P1 support is billed per incident at the After Hours rate. On Austin Partner, 24/7 on call cover for P1 Incidents is included under fair use. Austin Monitoring and Austin Essentials do not include after hours support; where we agree to help, it is billed at the After Hours rate.

Service desk severity rankings and response times (normal business hours)

SLA timers start when a ticket is logged through the Service Desk Channels in clause 6.3 with the minimum required information. Coverage applies during Business Hours unless After Hours support is included in the Quote. Public Holidays are excluded.

SLA targets do not apply to Projects, Third Party Services or outages outside our control.

P1 Critical A complete outage or major business impact. Critical business functions are unavailable, such as total loss of email, internet, or access to core business systems. No workaround exists.

P2 High A significant issue that disrupts business operations but does not cause a full outage. Examples include a key system running slowly, multiple users unable to access a service, or important functionality degraded. Workarounds may exist but are limited.

P3 Medium An issue that affects a single user or non-critical function. Examples include application errors, minor performance issues, or individual access problems where a workaround exists.

P4 Low General requests, “how to” queries, and non-urgent issues. Examples include password resets, minor configuration changes, or requests that do not impact critical operations.

Service Requests Standard requests for new hardware, software, or user setup. Examples include provisioning a new user, installing approved software, or general system configuration.

Escalations

As not every support case can be resolved at the point of report, it is important to outline the process by which cases are and can be escalated.

Functional escalations

As outlined in the Service Desk Severity Rankings and Response Times chart above, our service desk team will escalate any unresolved issue(s) to our Operations team within the time allotted for that severity level.

Hierarchical escalations

If you have questions or concerns about the operation of the service desk, wish to compliment the team, or simply require more information about an incident; please contact Telephone: 1300 787 429

Appendix DExamples of included work and project work

This appendix gives practical examples of what is included in your Support Plan and what is treated as a Project. It is a guide only. If there is any difference, clause 4.7 and the Quote and Pricing Schedule apply.

Rules

• Included Adds, Moves and Changes are tasks estimated at up to 4 hours and do not need a design or implementation plan.
• Any task that is more than 4 hours, requires after hours work, causes planned downtime, introduces a new system, or needs vendor engagement is a Project.
• The Rate Card applies to Projects and out of scope work. See clause 6.1.
• SLA targets do not apply to Projects unless a Project SOW states otherwise. See Appendix C.

Examples

On Austin Monitoring and Austin Essentials, Pooled Support Hours are used within the month and do not roll over. Estimates are made in good faith before work starts. If a task moves beyond 4 hours, we will classify it as a Project and provide an estimate for approval, except for emergency work needed to restore service. Scope always depends on the services you selected in the Quote and Pricing Schedule. Data migrations rely on a supported export from the source system and a supported import to the target system. Data cleansing, deduplication or content restructuring is excluded unless a Project SOW states otherwise.

Change log

What changed in each version of this agreement. The version and effective date in your proposal are the ones that apply to you.

Version 2.2, effective 27 October 2026

This version brings the agreement into line with our published plans, prices and service levels. Agreements signed on an earlier version continue on that version until a new proposal is signed.

• Term and renewal. The initial term is the one stated in your Quote, or 12 months if none is stated. The agreement still renews for 12 months unless either party gives 60 days written notice, and we now remind you in writing at least 90 days before each term ends (1.3).
• Annual price adjustment. Fees can be adjusted once a year on the anniversary of the start date, by the greater of 3% or the Perth CPI, with 30 days written notice (1.5). Price increases from vendors for licences and services we supply can be passed on with written notice (3.5).
• Minimum charge. Per user charges are calculated on at least 10 users, or 20 users on Austin Partner (3.3).
• Licences. Licences on an annual or longer commitment are invoiced upfront and stay payable for the full commitment, including if the agreement ends. Where we agree to bill an annual commitment monthly, the licences move to your new provider if the agreement ends (3.4).
• Late payment. Interest of 10% a year can apply to overdue amounts, along with reasonable recovery costs (3.6).
• Support Plans. The Unlimited Support Program and the Small Works Allowance are replaced by our published Support Plans: Austin Monitoring, Austin Essentials, Austin Managed and Austin Partner. Pooled support hours on Monitoring and Essentials are used within each month and do not roll over (1.6, 4.7, 4.8).
• Security. Every managed device runs our 24/7 endpoint detection and response service, through SecureShield or at the published per device price, unless you sign a security waiver. A new clause sets out how security incidents are handled (4.9, 4.10).
• Hours and service levels. Business Hours are 7:00am to 5:00pm AWST, Monday to Friday. Response and fix targets match our published service levels, and after hours cover for critical incidents is set out by plan (1.6, 6.1, Appendix C).
• Proven in 90. Our 90 day guarantee is now part of the agreement (14.6).
• Handover. If the agreement ends, we hand over administrator access, credentials and documentation at no charge (14.5).
• Insurance. Insurance limits are updated to our current cover (17.1).
• Technologies and vendors. Appendix B now names the technologies and vendors we use to deliver the services. Windows 10 devices are supported only while covered by Microsoft Extended Security Updates.
• Wording. Western Australian public holidays, a plain Australian governing law clause, the order of precedence stated once, Australian spelling, and lists set out one item per line. These do not change the meaning (Introduction, 6.2, 18.4, 18.6, 18.13).

Version 2.1, effective 27 September 2025

The version published before 27 October 2026. Agreements signed on it continue on it until a new proposal is signed. Email legal@austintechnology.com.au for a copy.