1. About this Service Schedule
1.1. This Service Schedule only applies where a Quotation that you and we execute expressly provides for our supply of one or more of the following services to you:
(a) General Managed IT Services;
(b) Managed Technical Support Services;
(c) Endpoint Management Services;
(d) Mobile Device Management Services
(e) Network Link Management Services and Network Device Management Services;
(f) Managed Network Support Services;
(g) Cloud Deployment Services;
(h) Managed Cloud Backup and Disaster Recovery Services;
(i) Managed Azure Cloud Services;
(j) Managed Software and Data Hosting Services;
(k) Managed Microsoft 365 Services;
(l) Managed Cyber Security Services; and
(m) Other Managed Services.
1.2. This Service Schedule must be read in conjunction with our Terms of Service and the other documents that comprise an Agreement.
2. General Managed IT Services
2.1. If “General Managed IT Services” is specified in a Quotation, we will during the Term:
(a) check the Supported Items’ logs (either continuously or regularly) and read any error notifications issued by email to us with respect to errors reported by the Supported Items; and
(b) install firmware updates and other software patches to the Supported Items (via remote electronic access, except as otherwise specified in the Quotation) after receiving notice of the existence of the updates and patches where they are available to us free of charge or paid for by you,
(individually and collectively, General Managed IT Services).
3. Managed Technical Support Services
3.1. If “Managed Technical Support Services” or “Managed Network Support Services” is specified in a Quotation, we will provide the following services (together, the Managed Technical Support Services) during the Term:
(a) we will operate a support helpdesk through which you can request technical support from us with respect to any Supported Item (Support Request) if the Supported Item is repeatedly not operating in accordance with the Specifications (Error);
(b) if you issue a Support Request, we will:
(i) acknowledge receipt of the Support Request and assign a priority to the Error based on the severity level;
(ii) provide you with updates on the status of the Support Request and the time anticipated by us for resolution;
(iii) subject to you having a valid support contract with the relevant Third Party Provider or Vendor, escalate the Support Request to the relevant Third Party Provider or Vendor of the Supported Item for resolution where we acting reasonably consider it prudent to do so;
(iv) use our best endeavours to resolve the Error in accordance with the below timeframes:
|Target Response Time
|Target Resolution Time
Severity Level 1
Any Supported Item has failed or is unusable, for which no workaround exists, and which materially impacts your ability to continue operation of your business.
1 Business Hour
9 Business Hours
Severity Level 2
A Severity 1 Level issue for which a workaround exists.
4 Business Hours
18 Business Hours
Severity Level 3
A Supported Item or combination of Supported Items across all or many End Users, has failed or is unusable, but there is no material impact on your business operations.
4 Business Hours
27 Business Hours
Business as Usual
(where there is no Error)
Request to create/modify/delete an End User’s account in any Supported Items.
Request for software installs and other basic assistance with a Supported Item.
15 Business Hours
36 Business Hours
3.2. For the avoidance of doubt, we have no obligation to provide Managed Technical Support Services other than in respect of Supported Items. Further, we have no obligation to perform any Managed Technical Support Services in respect of an Error caused by:
(a) your use of any Supported Item in combination with software or hardware that the Supported Item is not compatible with (as determined by us);
(b) use of any Supported Item in a location other than any designated location for the Supported Item specified in the Quotation;
(c) modification of any Supported Item (including by way of installation of software not previously installed thereupon or the reconfiguration of a Supported Item in any way) not performed or authorised by us;
(d) corruption, unauthorised access or disclosure to or of Your Data;
(e) any obsolete or out of warranty hardware or software comprising or installed on any Supported Items; or
(f) any other matter beyond our reasonable control,
(each, an Excluded Event).
3.3. In order to resolve an Error with a Supported Item we may need to temporarily suspend the operation of the Supported Item and you hereby authorise us to do so. We will notify you in advance if we need to suspend any Supported Item.
3.4. A Support Request will be considered resolved for the purposes of the Agreement when the Supported Item performs materially in accordance with the Specifications.
3.5. If you wish for us to provide technical support services at your premises, or in relation an Excluded Event, you must enter into an Agreement with us that expressly provides for our provision of such services.
3.6. If you wish for us to provide technical support services outside of Business Hours, you must enter into an Agreement with us that expressly provides for our provision of such services.
3.7. You agree that:
(a) you must ensure that all Supported Items and any use thereof complies with and is used in accordance with all Applicable Laws and manufacturer instructions;
(b) you must not do anything or permit anything to be done by any third party which would compromise or damage the efficient operation or security of any Supported Item.
4. Endpoint Management Services
4.1. If “Endpoint Management Services” is specified in a Quotation, we will during the Term:
(a) read and respond to any error notifications issued to us with respect to errors reported by endpoint management software that we install on any items expressly specified in a Quotation as being covered by Endpoint Management Services (Monitored Items); and
(b) install firmware updates and other software patches to the Monitored Items after receiving notice of the existence of the updates and patches where they are available to us free of charge or paid for by you.
5. Mobile Device Management Services
5.1. If “Mobile Device Management Services” or “MDM” is specified in a Quotation, we will provide the following services during the Term with respect to items that are specified in the Quotation as being covered by Mobile Device Management Services or MDM Services (MDM Devices):
(a) we will configure the settings on each category of MDM Devices consistently;
(b) we will maintain an inventory of the MDM Devices;
(c) we will, where required by you from time to time, centrally deploy apps and reassign licences on MDM Devices; and
(d) carry out any other services that we specify in the Quotation as “Mobile Device Management Services” or “MDM”.
6. Network Link Management Services and Network Device Management Services
6.1. This clause 6 will only apply if a Quotation specifies that we will provide you with “Network Link Management Services” or “Network Device Management Services”
6.2. We will:
(a) remotely monitor the network links specified in the Quotation (Managed Network Links) for disconnection, speed and errors (Network Link Management Services); and
(b) remotely monitor the network devices specified in the Quotation (Managed Network Devices) for disconnection and errors (Network Device Management Services).
6.3. When providing Network Link Management Services or Network Device Management Services, we may switch off or disconnect the relevant network link or device if:
(a) we believe that they do not comply with the Specifications or pose a threat or danger to us, you, or any third party or third party equipment;
(b) you do not pay the applicable Fees in accordance with the Payment Terms; or
(c) the supplier of the applicable network link (including any Third Party Provider) requires us to do so.
6.4. We do not, unless and to the extent expressly specified in this Service Schedule, have any obligation to provide AC power, air conditioning, fire detection, fire suppression, backup, data, support, internet services, or network and electronic security services, data recovery or disaster recovery services or the provision of spare parts with respect to any network links or devices.
6.5. As part of the Network Device Management Services:
(a) we will exclusively hold any administrator passwords and other administrator access credentials for the network devices that we are required to manage under the Agreement;
(b) you may only access the administrator functionality in those network devices on a remote “read only” basis which does not enable modification of any administrator functions or configurations;
(c) we have no responsibility for the support or maintenance of any of Your Equipment, unless and to the extent that we have entered into an Agreement for the provision of Managed Technical Support Services with you for the relevant equipment;
7. Cloud Deployment Services
7.1. If “Cloud Deployment Services” is specified in a Quotation, we will provide the following services (Cloud Deployment Service Requirements):
(a) carry out all work reasonably required in order for us to develop a cloud migration and deployment strategy for the deployment of Your Cloud Infrastructure (including where specified in the Quotation, by configuring and deploying applicable virtual machines, storage, databases, networking and automation);
(b) conduct workshops with you as deemed appropriate by us in order for us to develop the cloud migration and deployment strategy; and
(c) deploy Your Cloud Infrastructure into a live environment, to the extent that it has not already been deployed prior to the commencement date specified in the Quotation.
7.2. In the course of our development of the cloud migration and deployment strategy for the deployment of Your Cloud Infrastructure, we will prepare a plan for the deployment (Deployment Plan). The Deployment Plan shall establish the time frames for deploying Your Cloud Infrastructure and the following information, as applicable:
(a) identification of all critical path milestones and the commencement and completion dates for such critical path milestones;
(b) a detailed description of all activities to be performed by you and us respectively in connection with the deployment; and
(c) identification of all interdependent activities.
7.3. We will monitor the activities performed by any third-party suppliers set out in the Deployment Plan that are relevant to the deployment by:
(a) monitoring each third-party’s performance of its implementation activities (to the extent possible); and
(b) promptly notifying you of their failure to perform their duties and obligations with respect to the deployment of Your Cloud Infrastructure if we become aware of any such failure.
7.4. Each party must notify the other party if it becomes aware that it, the other party or any third party have not carried out the tasks assigned under the Deployment Plan.
7.5. Each party will be entitled to an extension of time for completion of any one or more of the stages of the Deployment Plan if one or more of the following events occur:
(a) a Force Majeure Event occurs that results in a delay in the performance or that prevents the performance of any part of the Deployment Plan; or
(b) a delay is caused in whole or in part by the other party or any third-party supplier’s acts or omissions.
7.6. Upon completion of the Cloud Deployment Services, we will test Your Cloud Infrastructure deployed under the Deployment Plan in accordance with the testing procedures set out in the Deployment Plan (Acceptance Tests) in order to determine and verify that it has been deployed in accordance with the Cloud Deployment Service Requirements. We will submit to you a copy of all test results and you will be deemed to have accepted the Cloud Deployment Services and the relevant accounts setup on Your Cloud Infrastructure as part of the Cloud Deployment Services upon the successful completion of the Acceptance Tests. You must not use any instance of Your Cloud Infrastructure in a live environment until and unless the Acceptance Tests have been successfully completed.
7.7. If any account on Your Cloud Infrastructure that we have deployed into a production or live environment for you fails to pass the Acceptance Tests in accordance with the Deployment Plan, and we can demonstrate that the reason for the failure or non-compliance with the Deployment Plan is an issue or defect in Your Data or an issue or defect that we do not have express responsibility for in the Deployment Plan, then:
(a) you must promptly (within 7 days or as otherwise set out in the Deployment Plan) correct or procure the correction of the relevant issue or defect and we will re-test the relevant account on Your Cloud Infrastructure that has been deployed for you in accordance with the Deployment Plan; and
(b) if you fail to correct or procure the correction of the relevant issue within the relevant period referred to in paragraph (a), Your Cloud Infrastructure that we have deployed for you shall then automatically be deemed to be accepted and fully compliant with this Agreement, notwithstanding the issue or defect.
7.8. If Your Cloud Infrastructure fails to pass the Acceptance Tests in accordance with the Deployment Plan due to our breach of the Deployment Plan, we will promptly rectify the failure at our sole cost.
7.9. Where we are required to perform data migration in accordance with the Cloud Deployment Service Requirements:
(a) we will extract the applicable data from one or more existing databases as specified in the Quotation (Legacy Data);
(b) we will convert the Legacy Data into a format suitable for Your Cloud Infrastructure (Converted Data); and
(c) we will export the Converted Data to Your Cloud Infrastructure.
7.10. We will use reasonable endeavours to ensure that the Converted Data is successfully integrated with and compatible with Your Cloud Infrastructure, as determined by us. We are not liable for any corruption or loss of data caused by you or a Force Majeure Event.
7.11. You represent and warrant that you have the right and authority to engage us to transfer any Legacy Data (whether in the form of Converted Data or otherwise) to Your Cloud Infrastructure and that the transfer will comply with Applicable Law. You must comply with your obligations with respect to data migration as set out in the Deployment Plan (including by ensuring integrity of the data, de-duplication of the data, assisting us with data extraction and providing data translation maps where required by us).
7.12. We are not liable for any failure to carry out Cloud Deployment Services where caused by your or your Personnel’s breach of the Deployment Plan or any provision of this clause 7.
8. Managed Cloud Backup and Disaster Recovery Services
8.1. If “Managed Cloud Backup and Disaster Recovery Services” is specified in a Quotation, we will during the Term supply or procure the supply of one of the following services (as specified in the Quotation):
(a) a service that backs up that part of Your Data (excluding any active or open files) that is specified in the Quotation at the frequency set out in the Quotation (Standard Backup); and/or
(b) a service that backs up that part of Your Data (including any active or open files) that is specified in the Quotation at the frequency set out in the Quotation (Enhanced Backup),
to facilitate the restoration thereof (the Backup Files) in the event that the Backup Files are lost or corrupted (the Managed Cloud Backup Services).
8.2. The Managed Cloud Backup Services will be configured to backup the Backup Files only in the locations in which they are held at the time that the configuration is carried out by us.
8.3. If you or any other person relocates Backup Files or if the Backup Files become unavailable or inaccessible to our backup service for any reason the Managed Cloud Backup Services will not be able to operate in its intended manner, we will not be liable for the failure of the Managed Cloud Backup Services to operate as intended and you will still be required to pay us for the Managed Cloud Backup Services.
8.4. You must:
(a) maintain your systems and networks so that we are able to access the Backup Files at all times; and
(b) immediately notify us if you relocate any Backup Files or if you become aware that the Managed Cloud Backup Services are not backing up the Backup Files as intended.
8.5 The Managed Cloud Backup Services will:
(a) only take backups of the Backup Files;
(b) only backup on an incremental or complete basis; and
(c) delete copies of the Backup Files on a recurring basis,
but only as specified in the Quotation.
8.6. In the event of any data loss or corruption of the Backup Files, we will use our best endeavours to restore the Backup Files from the latest version of the Backup Files that is held by the Managed Cloud Backup Services.
8.7. At the conclusion of the Term, we will delete all Backup Files held by the Managed Cloud Backup Services.
9. Managed Azure Cloud Services
9.1. If “Managed Azure Cloud Services” or “Managed Azure Services” is specified in an accepted Quote, we will:
(a) setup, configure and act as the administrator of your Microsoft Azure (Azure) tenant, including by setting up your domain name(s) on the tenant, adding, editing, and removing user accounts, resetting account passwords, purchasing subscriptions and/or licences on your behalf and allocating subscriptions and/or licences to End User accounts; and
(b) provide the training services for Azure to your End Users set out in the Quotation, on the agreed dates and times at the location/s specified in the Quotation.
9.2. You acknowledge that your use of Azure is subject to:
(a) you procuring subscriptions and/or licences for your End Users to access and use the AWS products and services (Azure Services) from us or procuring such a subscription and/or licence independently of us;
(b) the Azure terms and conditions between you and Microsoft at and/or referred to at https://azure.microsoft.com/en-au/support/legal/, the Azure Privacy Notice at https://privacy.microsoft.com/en-ca/privacystatement and any other Azure agreements, policies and statements referred to or attached to the Quotation (collectively, Azure Terms). In the event that we procure subscriptions and/or licences for any Azure services for you or any End User, then you agree to be bound by all applicable Azure Terms, as shall be published and amended from to time.
9.3. By entering into an Agreement for Azure Services with us, you represent and warrant that you and/or your End Users (as applicable) accept the Azure Terms and you agree to pay us for all orders, subscriptions, products and services that we acquire from Microsoft for your and/or your End Users’ use of the Azure Services.
9.4. You must indemnify us from and against all and any liability, claims, losses, damages and expenses that may be suffered or incurred by us as a result of your, your End Users’ and/or your Personnel’s failure to comply with any Azure Terms.
9.5. Except to the extent contrary to non-excludable Applicable Law, we are not liable for any downtime or unavailability of any Azure Services.
10. Managed Software and Data Hosting Services
10.1. If “Software and Data Hosting Services” is specified in a Quotation, we will during the Term host Your Data, systems and software as specified in the Quotation in a third party data centre specified in the Quotation or where no data centre is so specified, as determined by us (Our Cloud).
10.2. The Managed Software and Data Hosting Services do not include any backup services. If you wish for us to backup any of Your Data, systems and software that we host in Our Cloud, you must enter into an Agreement with us for our provision of Managed Cloud Backup Services.
10.3. We will use our best endeavours to make the Managed Software and Data Hosting Services Available, as measured over the course of each calendar month during the term of the Agreement (each such calendar month, a Service Period), at least 99% of the time, excluding the time that the Managed Software and Data Hosting Services are not Available solely as a result of your or your End Users’ breach of the Agreement, a scheduled outage or a Force Majeure Event (the Availability Target). “Available” means the Managed Software and Data Hosting Services are available and operable for access by you and End Users materially in accordance with the Specifications. “Availability” has a corresponding meaning. “Actual Uptime” means the number of minutes in the Service Period that the Managed Software and Data Hosting Services are Available. “Percentage Uptime” = [Actual Uptime + total minutes in Service Period that the Managed Software and Data Hosting Services are not Available due to scheduled outages or Force Majeure Events or your and/or your End Users’ breach of the Agreement] ÷ total minutes in Service Period x 100.
10.4. At the conclusion of the Term or upon termination or suspension of the Software and Data Hosting Services, we will provide you with:
(a) access to a copy of Your Data hosted on Our Cloud for a period of 15 Business Days, after which time we will delete all of Your Data on Our Cloud and any virtual machines that we were hosting on your behalf; and
(b) transition services to assist you with the migration of any of Your Data downloaded by you from Our Cloud and in your possession or control to your nominated third party replacement supplier, for an additional fee to be agreed between you and us, or failing such agreement at our standard hourly rates.
11. Managed Microsoft 365 Services
11.1. If “Managed Microsoft 365 Services” is specified in a Quotation, we will during the Term:
(a) procure a subscription or licence for your End Users to access and use the Office 365 products and services (Microsoft 365 Services) as specified in the Quotation;
(b) setup, configure and act as the administrator of your Microsoft 365 tenant, including by setting up your domain name(s) on the tenant, adding, editing, and removing user accounts, resetting account passwords, purchasing licence(s) on your behalf and allocating licences to user accounts;
(c) install Microsoft 365 Services on your End Users’ virtual or physical machines (subject to you facilitating remote access to those machines);
(d) create Microsoft Office 365 groups, set aliases and set End User permissions; and
(e) provide training services for the Microsoft 365 Services to your Personnel set out in the Quotation on the agreed dates and times and at the location/s specified in the Quotation.
11.2. You acknowledge that your use of the Microsoft 365 Services is subject to the Microsoft Services Agreement between you and Microsoft at https://www.microsoft.com/en-au/servicesagreement/, Microsoft’s Privacy Statement at https://privacy.microsoft.com/en-us/privacystatement and any other Microsoft agreements, policies and statements referred to or attached to the Quotation (collectively, Microsoft Terms). In the event that we procure a software licence or subscription for any Microsoft 365 Services for you or any End User, then you agree to be bound by all applicable Microsoft Terms as shall be published and amended from time to time.
11.3. You hereby indemnify us from and against all and any liability, claims, losses, damages and expenses that may be suffered or incurred by us as a result of your or your End Users’ failure to comply with any Microsoft Terms.
12. Managed Cyber Security Services
12.1. If “Managed Cyber Security Services” are specified in a Quotation (Managed Cyber Security Services):
(a) we will deploy firewalls and other security products that are designed to maintain your network security (but only to the extent those firewalls and products are specified in the Quotation);
(b) we will use our best endeavours to identify security breaches, threats and vulnerabilities on the devices or networks specified in the Quotation as being covered by the Managed Cyber Security Services (Your Devices and Networks);
(c) you acknowledge that devices connected to Your Devices and Networks, particularly those connected to the internet, are subject to security threats and that although our Managed Cyber Security Services are designed to reduce the specific types of security breaches, threats and vulnerabilities specified in the Quotation or by the relevant Vendor, no representation, warranty or guarantee has been provided that our Managed Cyber Security Services will definitely be able to identify or eliminate all or any specific types of security breaches of, and threats or vulnerabilities to, Your Devices and Networks.
13. Other Managed Services
13.1. Where specified in a Quotation, we will supply or procure the supply of the following services:
(a) anti-virus services that are designed to detect computer viruses (Antivirus Services); and
(b) anti-spam services that are designed to manage, screen and block spam email sent to your network (Antispam Services);
(individually and collectively, Other Managed Services).
13.2. Other Managed Services are provided on a “best efforts” basis only. We are not liable for any viruses or spam that you or your End Users may receive despite your engagement of us to provide those services.
14. Definitions and Interpretation
14.1. In this Service Schedule, words in bold font in parentheses have the meanings given to them therein and words starting with a capital letter in this Service Schedule that are not otherwise defined in this Service Schedule have the meanings given to them in the Terms of Service. In addition, the following words have the following meanings:
End User means an end user specified in the Quotation.
Supported Item means a hardware or software item specified as a supported item in the Quotation.
Vendor means a third party who owns the Intellectual Property Rights in any software or service, or is the manufacturer of any products, that we rely on, supply or resupply to you as part of Ordered Products and Services.
Your Cloud Infrastructure means your accounts or tenant on a relevant third party cloud platform, as specified in the Quotation.