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Terms & Conditions

1. Acceptance

1.1 This Agreement is between OAS Computers Pty Ltd ABN 69 002 476 655, its successors and assignees, (referred to as “OAS”, “the Supplier”, “we”, “us” or “our”), and the Client described in the Quote (referred to as “Client”, “you” or “your”), and collectively the Parties.

1.2 You have requested the Services. You agree and accept that these Terms and Conditions, including the Service Schedule (Terms) and the Quote, form the Agreement under which we will supply Services to you. Please read the Terms carefully. Please contact us if you have any questions.

1.3 In the event of any inconsistency between:

(a) a Quote;

(b) these Terms, excluding the Schedules; and

(c) the Schedules,

the document listed higher in the above list will take precedence to the extent of the inconsistency.

1.4 You accept this Agreement by:

a) signing and returning the Quote;

b) confirming by email that you accept the Quote; or

c) making part or full payment for the Services, by the methods set out in our Quote or our tax invoice to you (Invoice).

2. Term

2.1 This Agreement commences on the Commencement Date and continues until terminated under clause 2.2 or clause 16 (Term).
2.2 Each Quote commences on the Order Commencement Date specified in the Quote and continues for the period specified in the Quote.
2.3 If there are no Orders in effect, either party may terminate this Agreement by giving the other party 30 days written notice.

3. Services

3.1 We agree to perform the Services set out in the Quote with due care and skill.

3.2 Third parties who are not our employee or our direct contractor (Third Parties) will be your responsibility. We are not responsible for the services provided by Third Parties.

3.3 Our Services cover the scope in the Quote.  If you request additional services, including but not limited to changes in scope or variations (Variation), we have discretion as to whether we perform this work and whether an adjustment to the Fee may be required in respect of the same.

3.4 If we agree to perform any Variation, then we will inform you and agree with you any additional costing (Variation Fee).  We will invoice you accordingly for the Variation upon receipt of your approval, which may be via a SOW signed by the parties.

4. Data

4.1 The Client must provide the Data requested by the Supplier in order for the Supplier to provide the Services.

4.2 The Client grants to the Supplier a limited licence to copy, transmit, store and back-up or otherwise access during the relevant Services Term solely:

(a) to supply the Services including to enable the Client, its Personnel and any Authorised Users to access and use the Services;

(b) for diagnostic purposes;

(c) to test, enhance and otherwise modify the Services;

(d) to develop other Services provided we de-identify the Data; and

(e) as reasonably required for the performance of the Supplier’s obligations under this Agreement.

4.3 The Client represents and warrants that any and all Data supplied by the Client or otherwise accessed by the Supplier through the provision of the Services is the sole and exclusive property of the Client or the Client has secured any and all authorisations and rights to use the Data as applicable.

4.4 The Client acknowledges and agrees that:

(a) the Supplier may relocate the Data to another jurisdiction. In each case, the Supplier will give the Client 15 Business Days’ notice and use all reasonable endeavours to minimise the effect of such Change on the Client’s access and use of the Services; and

(b) the Supplier is not responsible for the integrity or existence of any Data on the Client’s System, network or any device controlled by the Client or its Personnel.

5. Support and Service Levels

5.1 During the Term, the Supplier will provide the Support Services in accordance with the Service Levels during the Support Hours provided that:

(a) the Client provides the Supplier with notice for applicable Services in accordance with any applicable system and processes as set out in the Services Schedule, as applicable; and

(b) where required, the Client assists with investigating and ascertaining the cause of the fault and provides to the Supplier all necessary information relevant to the fault (including but not limited to what the Client or their Personnel has done in relation to the fault).

6. Price, Invoicing and Payment

6.1 You agree to pay us the Fees, for the Services that you have requested, as set out in the invoice. All amounts are stated in Australian dollars. All purchase prices include Australian GST where indicated (where applicable). Fees must be paid in advance, unless specified in the Invoice. For Fees payable in arrears, Invoices must be paid within 10 Business Days of the date

6.2 of the invoice, unless otherwise specified in the Supplier’s invoice. The payment methods available are specified in Supplier’s invoice.

6.3 If you dispute an invoiced amount:

(a) provide us with written notice within 5 Business Days of the date of the invoice stating the amount you believe is due for payment and setting out the reasons for not paying the balance. You cannot dispute invoices once 5 Business Days from the date of the invoice have elapsed; and

(b) pay the amount you believe is due for payment by the date that payment must be made under the Quote.

6.4 If any payment has not been made in accordance with the Invoice Terms, Supplier may (at its absolute discretion):

(a) immediately cease to provide Services to you or suspend the provision of the Services, and recover as a debt due and immediately payable from you its Additional Costs of doing so;

(b) charge interest at a rate equal to the Reserve Bank of Australia’s cash rate from time to time plus 2% per month, calculated daily and compounding monthly, on any such amounts unpaid after the due date;

(c) engage debt collection services and/or commence legal proceedings in relation to any such amounts; and/or

(d) report Client to any independent credit data agencies.

6.5 If you rectify such non-payment after the Services have been suspended, then the Supplier we will recommence the provision of the Services as soon as reasonably practicable and may charge you a re-connection fee and or re-establishment fee.

6.6 Supplier may increase the Fees for each Service in the event that Supplier’s third-party suppliers increase the costs of products and services which are provided by Supplier under this Agreement by giving you at least 28 Business Day’s prior written notice. Any pre-paid Fee increase will apply to your next purchase of pre-paid Services. Any hourly Fee increase will apply 28 Business Days after notice.

7. Usage Policy

7.1 Subject to clause 7.2, in receiving the benefit of the Services, you must comply with the Usage Policy.

7.2 If the Supplier becomes aware of any breach or threatened breach of the Usage Policy by you then we will:

(a) provide you with reasonable notice; and

(b) give you one Business Day from the date of the notice referred to in paragraph (a) above, to remedy, or take steps to prevent, such breach or threatened breach (as the case may be), and if the breach occurs or remains after that period, then we may suspend the Services, subject to clause 7.3 below.

7.3 If the Supplier suspends the provision of the Services in accordance with clause 7.2 and the breach or threatened breach is remedied at any time after such suspension, then the Supplier will recommence the provision of the Services as soon as reasonably practicable.

7.4 You will be liable to pay any additional losses or amounts incurred by the Supplier as a result of it suspending the Services under clause 7.3. The Supplier will not have any liability to you in connection with such a suspension.

8. Warranties

8.1 We warrant that throughout the Term that:

(a) we are properly constituted and have the right and authority to enter into this Agreement;

(b) we have, and will at all times have, use and apply the skills, qualifications, expertise, capacity, resources and experience necessary to carry out our obligations under this Agreement;

(c) the information we provide to you is true, correct and complete in all material respects;

(d) we will not infringe any third party rights in working with you and providing the Services;

(e) we will provide the Services in accordance with all applicable Laws;

(f) all of our obligations under this Agreement will be carried out:

(1) by suitably competent and trained Personnel;

(2) in an efficient and professional, manner; and

(3) with the standard of diligence and care normally employed by duly qualified persons performing obligations similar to our obligations under this Agreement; and

(4) we are responsible for obtaining any consents, licences and permissions from other parties necessary to provide the Services, at our own cost.

8.2 You warrant that you will not canvass, employ, induce or attempt to employ, induce, solicit or entice away from us, any employee or contractor that was employed by or contracted to us during the term that we provide Services to you or the prior 12 month period.

8.3 You warrant that throughout the term of this Agreement that:

(a) there are no legal restrictions preventing you from agreeing to the Terms;

(b) you will cooperate with us and provide us with information and comply with requirements in a timely manner, as requested by us from time to time, that are reasonably necessary to enable us to perform the Services;

(c) the information you provide to us is true, correct and complete;

(d) you will not infringe any third party rights in working with us and receiving the Services;

(e) you must grant us reasonable access to the Data, source code, websites and/or Systems or Network Environment that are identified in the monthly service invoice to ensure that we can perform our Services;

(f) you will inform us if you have reasonable concerns relating to our provision of Services under the Terms, with the aim that we and you will use all reasonable efforts to resolve the concerns;

(g) you are responsible for obtaining any consents, licences and permissions from other parties necessary to receive the Services to be provided, at your cost, and for providing us with the necessary consents, licences and permissions;

(h) you consent to the use of your name in relation to the Services in a way which may identify you, including in website testimonials;

(i) if applicable, you have a valid ABN which has been advised to us; and

(j) if applicable, you are registered for GST purposes.

9. Your Obligations

9.1 You must adhere to the job logging procedure set out in the Service Schedule.

9.2 You acknowledge and agree that Support Services are only available for devices that have been audited and approved for cover. If a device is not covered, OAS may provide assistance and add the device to the Managed Service.

9.3 You must ensure that persons logging support call are duly authorised to do so.

9.4 You must ensure that no person or organisation, not authorised by OAS, is permitted to perform any IT / system administration task on your System for which we provide the Services.

9.5 You acknowledge and agree that any change to the Client’s system administration access or rights after the commencement of this Agreement will not be granted to a third party without the Client first informing OAS.

9.6 You must ensure that the credit account, held in the business name at OAS for services rendered must be kept within agreed trading terms, specifically hosted services invoices must be paid within the terms specified.

9.7 The client accepts that, in circumstances where the client’s account is not within trading terms and OAS have otherwise complied with its obligations under this Agreement, that cessation of all services may occur. Furthermore, the client accepts that in situations where cessation of hosting services has occurred additional charges may be incurred to recommence the hosted services or provision of additional services.

9.8 The Client will provide all required materials, including the Data specified in clause 4, as required by the Supplier from time to time for the Supplier to perform the Services.

9.9 The Client must, at the Client’s own expense:

(a) provide all reasonable assistance and cooperation to the Supplier in order to enable the Supplier to supply the Services in an efficient and timely manner including but not limited to obtaining from Authorised Users any consents necessary to allow the Client and its Personnel to engage in the activities described in this Agreement and to allow the Supplier to provide the Services;

(b) use reasonable endeavours to ensure the Data is virus-free, accessible and usable in order for us to provide the Services;

(c) permit the Supplier and its Personnel to have reasonable access to the Client Systems, where necessary, for the purposes of supplying the Services; and

(d) ensure that only Client Personnel and Authorised Users will access and use the Services and such use and access will be in accordance with the terms and conditions of the Software Licences.

9.10 The Client is responsible for its use of the Services and must ensure that no person uses the Services:

(a) to break any law or infringe any person’s rights including but not limited to Intellectual Property Rights;

(b) to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing or unwanted; or

(c) in any way that damages, interferes with or interrupts the supply of the Services.

9.11 The Client acknowledges and agrees that:

(a) it is responsible for all users using the Services including its Personnel and any Authorised Users; and

(b) if the Supplier wishes to alter the delivery of the Services which requires a change to the Client Systems (including reconfigurations or interface customisations the extent necessary to access or use the Services) the Parties must agree such changes in writing. For clarity, the Supplier may not alter the delivery of the Services so that it is materially less than that available at the Order Commencement Date.

10. Exclusions

The following are excluded from the Scope of Services, unless otherwise agreed to in writing. Please refer to Schedule 1 for all inclusions on the Monthly Service Agreement.

(a) Additional equipment being installed as additional product, rather than replacement product by the Client after the date of this Agreement, will be charged at standard hourly rates.

(b) All new hardware, cabling and networking infrastructure equipment is excluded from the Agreement. OAS will provide a quote to add in such additional services, unless the additional items are incremental changes to existing services, whereby they will be added at the beginning of the next month and become an inclusion.

(c) Installation of new server equipment due to system upgrades can be added in addition by way of a Quote.

11. Access to Premises

11.1 You must give the Supplier and its Personnel reasonable access to your Systems, premises and facilities as may be required to enable the Supplier to perform the Services. In doing so, you must:

(a) provide and maintain a safe working environment for the Supplier’s Personnel while accessing your premises and facilities; and

(b) ensure that you discharge all health and safety duties imposed on you, including in respect of the Supplier’s Personnel, as a person conducting a business or undertaking as required by applicable legislation regarding workplace health and safety.

12. Our Intellectual Property

12.1 The work and materials that we provide to you in carrying out the Services contains material which is owned by or licensed to us and is protected by Australian and international laws (materials).  We own the Intellectual Property incorporated into our materials.

12.2 You agree that, as between you and us, we own all Intellectual Property rights in our materials, and that nothing in these Terms constitutes a transfer of any Intellectual Property ownership rights in our materials, except as stated in these Terms or with our written permission.

12.3 Your use of our materials does not grant you a licence, or act as a right of use, any of the Intellectual Property in the materials, whether registered or unregistered, except as stated in these Terms or with our written permission.

12.4 You must not breach our Intellectual Property rights by, including but not limited to:

(a) altering or modifying any of the materials;

(b) creating derivative works from the materials; or

(c) using our materials for commercial purposes such as on-sale to third parties.

12.5 You are responsible for proofing and approving all specifications drafted by us for your business. Upon approval from you, any subsequent errors in publishing are not our responsibility.

12.6 If specified in an SOW, we will assign ownership of the deliverables to you, upon full payment of our invoices.

12.7 Subject to clause 12.6, if we create any new material in the course of providing the Services, we will own the Intellectual Property rights subsisting in such new material on creation (New material) and we grant you a non-exclusive, non-transferrable and non-sub-licensable licence to use New material during the Term for the sole purpose of using the Services.

13. Your Intellectual Property and Moral Rights

13.1 You agree to provide information including Intellectual Property to us to enable us to provide the Services. You:

(a) warrant that you have all necessary rights to provide the Intellectual Property to us;

(b) grant us a perpetual, non-exclusive, royalty-free, irrevocable, worldwide and transferable right and licence to use the Intellectual Property in any way we require to provide the Services to you; and

(c) consent to any act or omission which would otherwise constitute an infringement of your Moral Rights.

13.2 If you (or any employee or agent) have Moral Rights in any Intellectual Property that you provide to us, you:

(a) irrevocably consent to any amendment of the Intellectual Property in any manner by us for the purposes of providing Services to you;

(b) irrevocably consent to us using or applying the Intellectual Property for the purposes of providing Services to you without any attribution of authorship;

(c) agree that your consent extends to acts and omissions of any of our licensees and successors in title; and

(d) agree that your consent is a genuine consent under the Copyright Act 1968 (Cth) and has not been induced by duress or any false or misleading statement.

14. Confidential Information

14.1 We, including our employees and contractors, agree not to disclose your Confidential Information to any third party; to use all reasonable endeavours to protect Confidential Information from any unauthorised disclosure; and only to use the Confidential Information for the purpose for which it was disclosed by you, and not for any other purpose.

14.2 You, including your employees and contractors, agree not to disclose our Confidential Information to any third party; to use all reasonable endeavours to protect Confidential Information from any unauthorised disclosure; and only to use the Confidential Information for the purpose for which it was disclosed or provided by us to you, and not for any other purpose.

14.3 These obligations do not apply to Confidential Information that:

(a) is authorised to be disclosed;

(b) is in the public domain and/or is no longer confidential, except as a result of breach of these Terms;

(c) is received from a third party, except where there has been a breach of confidence; or

(d) must be disclosed by law or by a regulatory authority including under subpoena.

14.4 The obligations under this clause will survive termination of these Terms.

15. Feedback and Dispute Resolution

15.1 Your feedback is important to us. We seek to resolve your concerns quickly and effectively. If you have any feedback or questions about our Services, please contact us.

15.2 If there is a dispute between the Parties in relation to these Terms, the Parties agree to the following dispute resolution procedure:

(a) The complainant must tell the respondent in writing, the nature of the dispute, what outcome the complainant wants and what action the complainant thinks will settle the dispute. The Parties agree to meet in good faith within 10 Business Days of the respondent’s receipt of the notice to seek to resolve the dispute by agreement between them (Initial meeting).

(b) If the Parties cannot agree how to resolve the dispute at the Initial Meeting, any Party may refer the matter to a mediator. If the parties cannot agree on who the mediator should be, the complainant will ask the Law Society of New South Wales, Australia, to appoint a mediator.  The mediator will decide the time and place for mediation. The Parties must attend the mediation in good faith, to seek to resolve the dispute.

15.3 Any attempts made by the Parties to resolve a dispute pursuant to this clause are without prejudice to other rights or entitlements of the Parties under these Terms, by law or in equity.


16. Termination

16.1 The Parties may terminate this Agreement by mutual signed agreement. All Quotes in existence at the time of termination shall survive termination of this Agreement, unless a Party has terminated this Agreement in accordance with clause 16.2, in which event any Quotes will terminate simultaneously.

16.2 Either party may terminate this Agreement and any affected Order, where to the extent permitted by law the other Party:

(a) has breached a material term of these Terms and has failed to remedy such breach within 10 Business Days of receiving notice to do so, subject to any other express right of termination;

(b) ceases operation without a successor; or

(c) seeks protection under any insolvency, bankruptcy, receivership, trust deed, creditors arrangement, administration, composition or comparable proceeding, or if any such proceeding is instituted against such party (and not dismissed within 60 days).

16.3 We may terminate the Terms by providing you with five business days’ notice, in our sole discretion, if you fail to pay an Invoice within 30 business days of the payment due date.

16.4 Subject to clauses 16.1 to 16.3, you may terminate this Agreement or an Order prior to the end of the Term or Services Term, as applicable, in which event you must pay the Fees for the period from the date of termination to when the Services Term would have expired had you not terminated prior to the end of the Services Term in full without any discount.

16.5 On termination of these Terms:

(a) you must cease to use the Services;

(b) you agree that any payments made are not refundable to you, and you are to pay (i) all invoices for Services rendered to you; and (ii) for those Services that have been rendered, but not invoiced, up to the effective date of termination;

(c) you must pay the Supplier for those Third Party Services specifically ordered by the Supplier for you in anticipation of this Agreement continuing, where those orders cannot be cancelled without losses or expenses incurred by the Supplier;

16.6 you agree to promptly return (where possible), or delete or destroy (where not possible to return), our Confidential Information and Intellectual Property, and/or documents containing or relating to our Confidential Information and Intellectual Property.  On termination of these Terms, we agree to promptly return (where possible), or delete or destroy (where not possible to return), your Confidential Information, Data and Intellectual Property, and/or documents containing or relating to your Confidential Information and Intellectual Property.

16.7 On completion of the Services, we will retain your documents (including copies) as required by law or regulatory requirements. Your express or implied agreement to the Terms constitutes your authority for us to retain or destroy documents in accordance with the statutory periods, or on termination of these Terms.

16.8 On termination of these Terms, we may offer to provide you with dis-engagement support services at our then current rates, such dis-engagement support services to be agreed in writing by the Parties.

16.9 The accrued rights, obligations and remedies of the Parties are not affected by the termination of these Terms.

16.10 This clause will survive termination of these Terms.

17. Consumer Law, Limitation of Liability and Disclaimers

17.1 ACL: Certain legislation including the Australian Consumer Law (ACL) in the Consumer and Competition Act 2010 (Cth), and similar consumer protection laws and regulations may confer you with rights, warranties, guarantees and remedies relating to the provision of Services by us to you which cannot be excluded, restricted or modified (Statutory Rights). Our liability is governed solely by the ACL and these Terms. Nothing in these Terms excludes your Statutory Rights as a consumer under the ACL. You agree that our liability for Services provided to an entity defined as a consumer under the ACL is governed solely by the ACL and these Terms.  We exclude all conditions and warranties implied by custom, law or statute except for your Statutory Rights.

17.2 Services: If you are a consumer as defined in the ACL, to the extent we are unable to exclude liability, our total liability for breach of your Statutory Rights for loss or damage you suffer or incur for breach of your Statutory Rights from our Services is limited to us re-supplying the Services to you, or, at our option, us refunding to you the amount you have paid us for the Services to which your claim relates.

17.3 Delay: If the provision of the platform implementation services depends upon or includes the provision of information, materials, consents or approvals by the Client of your Personnel or requires the cooperation, act or response of the Client of your Personnel, the Client will provide that information, cooperation and those materials, consents or approvals in a timely manner.  If the Client breaches this obligation, Supplier will be entitled to an extension of time in respect any deadline or milestone to the extent of the delay caused by the Client and Supplier will have no liability for a failure to perform the Services caused by the Client.

17.4 Referral: On request by you, we may provide you with contact details of third party specialists.  This is not a recommendation by us for you to seek their advice or to use their services.  We make no representation or warranty about the third party advice or provision of services, and we disclaim all responsibility and liability for the third party advice or provision of services, or failure to advise or provide services.

17.5 Insurance: We will effect and maintain business insurance regarding the Services. Please contact us if you would like information about our insurance policies and limits.

17.6 Each party will provide to the other party a certificate of currency for each insurance policy referred to in clause 17.5 on request.

17.7 Warranties: The Supplier does not warrant that the Services will be error-free or will operate without interruption. To the extent permitted by law, we exclude all express and implied warranties not set out in this Agreement. We expressly disclaim all warranties not set out in this Agreement including but not limited to implied warranties of merchantability and fitness for a particular purpose and that the Services will achieve any particular outcome or result.

17.8 Liability: To the extent permitted by law, in any Contract Year, the Supplier’s liability in the aggregate for all Liabilities or Claims in relation to any Services, Quote, these Terms or this Agreement (whether under statute, contract, negligence or other tort, indemnity, or otherwise) will be limited to the amount of the Fee paid by you to the Supplier in that Contract Year in respect of the relevant Services giving rise to Liability.

17.9 The Supplier will not be liable to you for any Liability or Claim arising (whether under statute, contract, negligence or other tort, indemnity, or otherwise) in relation to any Consequential Loss, nor for any loss of profits, revenue, goodwill or reputation or business interruption.

17.10 To the extent permitted by law, either Party’s liability under or in connection with this Agreement will be reduced to the extent, if any, to which the other Party’s acts or omissions cause or contribute to its own loss or damage.

17.11 To the extent permitted by law, the Supplier will not be liable to you for any Liability or Claim caused or contributed by:

(a) implied or express guarantees, representations or conditions of any kind, which are not stated in the Terms which cannot be excluded by law;

(b) the loss, corruption, deletion or changes in part or whole of the Data;

(c) difficulties in receiving, sending, accessing or utilising Data at any time;

(d) any virus, fault or defect in any item in your System.

17.12 Notwithstanding anything to the contrary in this Agreement, the Supplier will not be liable for any interruption to the Services, unavailability or outage, or any interruption, unavailability or outage of your Systems, caused by any third party, whether they are Third Parties or providers of Third Party Services. Where we use the Third Party Services of software vendors, or their affiliates (Software Vendors) to provide Software, the following applies:

(a) You indemnify us, and hold us harmless, against any Claims made by Software Vendors against us arising from your breach of this Agreement, including Claims in respect to your acts or omissions constituting misuse or infringement of Software Vendors’ Software Licence; and

(b) the Supplier will not be liable for any loss or damage to you caused by Software Vendors’ Software.

17.13 The Supplier will have no Liability for any Claims arising in relation to Third Party Services.

17.14 This clause will survive termination of these Terms.

18. Indemnity

18.1 You are liable for and agree to indemnify, defend and hold us harmless for and against any and all claims, liabilities, suits, actions and expenses, including costs of litigation and reasonable legal costs, resulting directly or indirectly from:

(a) our receipt and use of the Data; and

(b) any personal injury suffered by us or our Personnel when at the Site.  

18.2 You agree to co-operate with us (at your own expense) in the handling of disputes, complaints, investigations or litigation that arise as a result of your use of our Services including but not limited to disputes, complaints, investigations or litigation that arises out of or relates to incorrect information you have given us.

18.3 This clause will survive termination of these Terms.

19. General

19.1 Privacy: We agree to comply with any legal requirements of the Australian Privacy Principles as set out in the Privacy Act 1988 (Cth) that are applicable to us and any other applicable legislation or privacy guidelines and our privacy policy available on our website at [insert URL]. Where we must comply with the Privacy Amendment (Notifiable Data Breaches) Act 2017 (Cth), the Notifiable Data Breach process in Schedule 2 applies to both parties.  

19.2 Any Data provided to us may be disclosed, if appropriate, to other entities in order to facilitate the purpose for which the information was collected. Such entities generally include:

(a) third party service providers for the purpose of enabling them to provide a service such as (but not limited to) payroll, superannuation administration, IT service providers, data storage, web-hosting and server providers, debt collectors, maintenance or problem-solving providers, marketing or advertising providers;

(b) any applicable or relevant regulator or third party for the purpose of legislative or contractual compliance and/or reporting;

(c) any related entities of the Supplier; or

(d) other entities if you have given express consent.

19.3 From time to time, these parties may reside outside Australia. The Supplier’s contracts with these parties generally include an obligation for them to comply with Australian privacy law. However, you acknowledge that, by agreeing to the disclosure of Personal Information to these entities outside of Australia, the Supplier will no longer be required to take reasonable steps to ensure the overseas recipient's compliance with the Australian privacy law in relation to Personal Information and we will not be liable to you for any breach of the Australian privacy law by these overseas recipients. On this basis, you consent to such disclosure.

19.4 Publicity: You consent to us using advertising or publicly announcing that we have undertaken work for you.

19.5 Email: You acknowledge that we are able to send electronic mail to you and receive electronic mail from you. You release us from any claim you may have as a result of any unauthorised copying, recording, reading or interference with that document or information after transmission, for any delay or non-delivery of any document or information and for any damage caused to your system or any files by a transfer.

19.6 GST: If and when applicable, GST payable on our Services will be set out on our Invoices.  By accepting these Terms you agree to pay us an amount equivalent to the GST imposed on these charges.

19.7 Relationship of parties: The Terms are not intended to create a relationship between the parties of partnership, joint venture, or employer-employee.

19.8 Assignment: The Terms are personal to the Parties.  Client must not assign or deal with the whole or any part of its rights or obligations under these Terms without the prior written consent of the Supplier (such consent not to be unreasonably withheld). Supplier may assign, sub-contract or deal with the whole or any part of its rights or obligations under these Terms without the prior written consent of the Client.

19.9 Severance: If any provision (or part of it) of the Terms is held to be unenforceable or invalid in any jurisdiction, then it will be interpreted as narrowly as necessary to allow it to be enforceable or valid. If a provision (or part of it) of these Terms cannot be interpreted as narrowly as necessary to allow it to be enforceable or valid, then the provision (or part of it) must be severed from these Terms and the remaining provisions (and remaining part of the provision) of the Terms are valid and enforceable.

19.10 Force Majeure: We will not be liable for any delay or failure to perform our obligations under the Terms if such delay is due to any Force Majeure Event. We will provide you with prompt notice of the occurrence of any Force Majeure Event. If we are delayed from performing our obligations due to such a circumstance for a period of at least two months, we may terminate our agreement with you by giving you five business days' notice in writing.

19.11 Notice: Any notice required or permitted to be given by either party to the other under these conditions will be in writing addressed to you at the address in the Quote.  Our address is set out in the Quote. Any notice may be sent by standard post or email, and notice will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission.

19.12 Jurisdiction & Applicable Law: These terms are governed by the laws of New South Wales, Australia, and the Commonwealth of Australia. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New South Wales, Australia.

19.13 Entire Agreement: These Terms and any document expressly referred to in them represent the entire agreement between you and us and supersede any prior agreement, understanding or arrangement between you and us, whether oral or in writing.

19.14 This clause 19 will survive termination of these Terms.

20. Definitions

Unless defined in a Quote or a Schedule, the following words will mean:

20.1 Agreement means these Terms, Quotes, the Schedules, any Special Conditions and any SOW;

20.2 Authorised Users means the number of user(s) permitted to use certain Services as set out in an Quote, or as otherwise agreed by the Parties via a signed change control notice, or such other users identified by the Supplier through an audit, including Additional Authorised Users;

20.3 Business Day means a day which is not a Saturday, Sunday or bank or public holiday in New South Wales, Australia;

20.4 Business Hours means 7.30am to 5pm on a Business Day;

20.5 Claim means any actual, contingent, present or future claim, demand, action, suit or proceeding for any Liability, restitution, equitable compensation, account, injunctive relief, specific performance or any other remedy of whatever nature and however arising, whether direct or indirect, and whether in contract, tort (including but not limited to negligence) or otherwise;

20.6 Commencement Date means the Order Commencement Date of the first Quote under this Agreement;

20.7 Confidential Information includes confidential information about the business, structure, programs, processes, methods, operating procedures, activities, products and services, trade secrets, know how, financial, accounting, marketing and technical information, Client and supplier lists (including prospective Client and supplier information), ideas, concepts, know-how, Intellectual Property, technology, and other information whether or not such information is reduced to a tangible form or marked in writing as "confidential";

20.8 Consequential Loss means any indirect, special, consequential or exemplary loss or damage;

20.9 Contract Year means each 12 month period ending on an anniversary of the Commencement Date during the Term;

20.10 Data means all of the information, documents and other data, including any Personal Information, provided or uploaded by you or your Personnel to the Supplier or its Systems or otherwise accessed by the Supplier in providing the Services;

20.11 Deliverable means the output of the Services specified in an SOW;

20.12 Electronic Data means ideas, notes and information used for communications, displays, distribution, interpretation or processing by electronic and electromechanical data processing systems or electronic equipment and includes programmes, software and other coded instructions for such equipment;

20.13 Force Majeure Event means an event which is beyond a Party's reasonable control including a fire, storm, flood, earthquake, explosion, accident, act of the public enemy, terrorist act, war, rebellion, insurrection, sabotage, epidemic, quarantine restriction, transportation embargo, and strike by employees of a third person other than a subcontractor of a party, but in each case, only if and to the extent that the non-performing party is without fault in causing the event, and the event, or its effect could not have been prevented by reasonable precautions;

20.14 GST means GST as defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) as amended from time to time or any replacement or other relevant legislation and regulations;

20.15 Intellectual Property includes any and all intellectual and industrial property rights throughout the world, whether subsisting now or in the future and includes all copyright and analogous rights, all rights in relation to inventions (including patent rights), registered and unregistered trademarks, designs whether or not registered or registrable), circuit layouts, trade names, trade secrets, business names, Client names or internet domain names;

20.16 Laws means acts, ordinances, regulations, rules, code and by-laws of the Commonwealth or any state or territory;

20.17 Liability means any loss, liability, cost, payment, damages, debt or expense (including but not limited to reasonable legal fees);

20.18 Moral Rights means the right of attribution of authorship, the right not to have authorship falsely attributed and the right of integrity of authorship, as defined in the Copyright Act 1968 (Cth).

20.19 Order Commencement Date means the date the Supplier will commence providing the Services as specified in the relevant Quote.

20.20 Personal Information has the meaning given in the Privacy Act 1988 (Cth).

20.21 Personnel means, in relation to a party, the officers, employees, contractors (including subcontractors) and agents of that party.

20.22 Related Body Corporate has the meaning given to that term in section 50 of the Corporations Act 2001 (Cth).

20.23 Services means the services, functions and responsibilities provided by the Supplier to you as specified in the Quote and as described in more detail in the Services Schedule;

20.24 Service Schedule means the Service Schedule located on the monthly service invoice

20.25 Services Term has the meaning given in the Quote.

20.26 Service Level means any service levels set out in the Services Schedule;

20.27 Site means the premises of the Client;

20.28 Software Licences means the licences for the Software Subscription Licenced Services set out in an Quote;

20.29 SOW means a statement of Work agreed by the Parties;

20.30 Support Hours means the hours the Supplier will provide the Support Services as set out in the Services Schedule;

20.31 Support Services is set out in the Services Schedule;

20.32 System means all hardware, software, networks and other IT systems used by a Party or its Related Body Corporate from time to time, including a network;

20.33 Term has the meaning given in clause 2.

20.34 Third Party Services means any hardware, software, services, systems, applications or infrastructure provided by a third party that the Supplier uses to provide the Services (or part thereof) and any Software Subscription Licenced Services;

20.35 Usage Policy means the Supplier's Usage Policy in respect of its provision of hosting Services, as outlined in Schedule 1.

20.36 Monthly Service Invoice means the invoice that is generated and supplied by OAS monthly for software subscriptions, Infrastructure Hosting and/or Support Services that is identifiable by the title ‘Recurring Services Monthly Invoice’ and is invoiced for the month in advance.

20.37 Initial Monthly Services Schedule means the items, outlined in Schedule 3 that were initially proposed and ordered as part of the quoting/tendering process that will form the basis of the ongoing Monthly Service Invoice with the agreed Term for each provided service.

Services Definitions

The following Services are available under this Service Schedule, which shall be identified on the monthly services invoice if applicable.


Below are additional terms to further identify and define the specific services

1. Hosted Server and Storage Infrastructure

OAS will provide Hosted Server and Storage Infrastructure Services if set out on the Monthly Service Invoice. OAS own and operate enterprise grade Cisco Hyperflex infrastructure that operates in a multi-tenant environment. In OAS providing Infrastructure hosting, OAS does not assume any ownership or rights to the operating system, applications or data being hosted as these are either owned or rented (under a software subscription licence. OAS provides the following Hosted Server and Storage Infrastructure Services:

I. To provide the agreed Hosted Server Infrastructure that will be itemised on the monthly 'Hosted Infrastructure' service invoice from OAS.

II. The hosted server and storage infrastructure will be located in either of the Equinix Data Centre locations (SY4, SY6), with the alternate location being the site that will host the offsite backups

III. The default ‘Data Backup Replication’ regime, unless otherwise specified, is performed by hourly snapshots between the hours of 6am and 7pm nightly.

IV. The default ‘Data and Backup Retention’ policy, unless otherwise specified and itemised on the hosted infrastructure service invoice, is 14 days

V. In the event additional servers, or server capacities (CPU, Memory or Storage) is required, an OAS account manager will discuss any recommended changes and provide an official quotation for approval.

VI. In relation to the supply of Hosted Infrastructure (the hosting of a client's servers on our infrastructure), OAS agrees that the target SLA for infrastructure availability is 99.99% (4 minutes 23 sec down time per month) (“Uptime Service Level”). In the event the hosted infrastructure is not available, the client agrees to advise OAS in writing (or email) if they intend to seek a reimbursement of service fees in the calendar month. Infrastructure unavailability reimbursements will be calculated as a percentage of total time (hours) unavailable (less 4 minutes) divided by 744 (hours in a month). This result will be calculated as a percentage of the monthly infrastructure hosting fee and will be the amount reimbursed.

VII. To address any perceived risk that, in the event that OAS is no longer able to provide the hosted server environment due to financial or legal reasons, we categorically stipulate that the server environment at the operating system and application/data level remains the property of the client, and that should such an event occur, OAS will provide a fully restorable image of each server environment to supply to an alternate provider (whether physical or virtual) at no additional cost.

VIII. OAS will endeavour to meet the Uptime Service Level but cannot be held accountable where the resolution is delayed due to the factors beyond OAS’ reasonable control such as:

  • a Force Majeure Event;
  • the failures of the Client’s system;
  • the failure of a Third Party Service;
  • the failure of third party supplied telecommunication service;
  • scheduled maintenance for hardware and/or software upgrades;
  • hardware failure outside the control of OAS;
  • software and/or operating system bugs or flaws outside the control of OAS;
  • DNS issues not within the direct control of OAS;
  • network floods, hacks, attacks, viruses, malware from third parties or individuals;
  • failure of error of any of the OAS’ monitoring or measurement system outside the control of OAS;
  • breach of the Usage Policy by Client;
  • breach of the Usage Policy by other Clients of OAS;
  • a technology issue originating from the acts or omissions of the Client; or
  • a backbone peering point issue

2. Fix Fee Help Desk Services and Support Services

OAS will provide Fix Fee Help Desk Services and Support Services if set out on a Monthly Service Invoice to support. The technical department of OAS provides a range of technical support service to their client base ranging from do-and-charge through to fix fee outsourcing. Gold and Platinum and Platinum Plus Support Services are available as follows:

I. Invoiced on a per user basis each month.

II. The level of coverage will be identified on the monthly service invoice.

III. The number of users supported will be determined by the number of devices used in agreeance with the Client. This quantity will be identified on the monthly service invoice.

IV. This number of users is determined and updated on the first working day of each calendar month and is invoiced for that month.

V. Gold Fix Fee Servicing provides technical services via phone, email and remote control for any user problem encountered accessing or using the managed system/environment.

VI. Platinum Fix Fee Servicing provides all the services of the Gold level, with the additional benefit of receiving onsite technical support for ‘on-premise’ equipment (such as, printer, computer and network troubleshooting).

VII. Platinum Plus Fixed Fee Servicing provides all the services of the Platinum level, with the additional benefit of the installation of end user equipment (computers, notebooks, printers) and end users asset management reporting.

VIII. Fixed Fee Services do not include the costs of any hardware replacement in part or full.

IX. Any additional workstations or terminals that are added to the client's network that is serviced by fixed fee agreement, will have this quantity added to the total number of users on the monthly service invoice.

X. The support coverage for additional workstations or terminals under the fixed fee agreement will be added to the total number of users/devices on the monthly service invoice.

XI. Additional equipment being installed as additional product, rather than replacement product by the Client after the date of this Agreement, will be charged at standard hourly rates.

XII. All new hardware, cabling and networking infrastructure equipment is excluded from the Agreement. OAS will provide a quote to add in such additional services.

XIII. Installation of new server equipment due to system upgrades can be added in addition by way of a Quote.

XIV. Integration of new premises or sites into main system/environment. This will be treated as new services and will be quoted in addition and can be added in addition by way of a Quote.

XV. Contact working hours to be 7.30am to 5.00pm Monday to Friday (Business Days only).

XVI. All service level exclude the support of peripheral devices, such as scanners, printers, cameras, telephones and the like.

3. vPABX (Virtual PABX Services)

I. The OAS vPABX (vPabx) is a voice over IP telephony subscription service that is a resold product that is operates over your internet service. The internet service may be supplied by OAS or by another service provider. vPabx requires fixed broadband service and a wired Ethernet port. Each vPabx phone requires a minimum of 150kbps of uncongested upstream and downstream bandwidth for optimal voice quality.

II. vPabx plans include handset rental (except for the SoftPhone plan), a direct-in-dial geographic number (DID number), unlimited standard local and national calls, unlimited standard calls to Australian mobiles as well as a range of included features such as voicemail-to-email, call waiting and others. Acceptable Use Policy applies to included calls. Optional extras and their prices are available from your account manager.

III. The service agreement for each vPabx service maybe identified on the monthly service agreement or is two (2) years from when each device is installed.  As each phone service is provisioned under its own agreement and expires two (2) years after being commissioned unless specific on the initial quote/order.

IV. vPabx plans do not support 19/1900 number calls, fax, dial up modem or other analogue data calls (e.g. EFTPOS, HICAPS), back to base alarms and other monitoring systems using phone lines, and similar features.

V. vPabx is not available for telemarketing, call centre function and similar uses.

VI. International Calls are from 4c per minute, 1300 and 13 calls are from 22c per minute, usage fees are reconciled and charged quarterly.

VII. vPabx monthly fees includes end user phone support via the OAS Technology helpdesk. Configuration changes and addition service fees may incur additional costs and will be quoted prior to any adjustments being made.


4. Hosted 3CX PBX System

The Minder Hosted 3CX PBX is a voice over IP telephony subscription service that comprises a number of discrete components that allow the delivery of the hosted telephony system where itemised on the monthly service invoice. Each service below should be considered to be linked and inseparable to each other.

  • Hosted 3CX - PBX Monthly Licence Subscription noting number of Simultaneous Calls
  • Virtual Server/Storage - Provided in Minder to host the PBX environment in Minder
  • Minder Commercial NBN Service - Provided to deliver SIP (Session Initiation Protocol) 'lines' from our Carrier into the Hosted PBX environment.
  • Minder Hosted vPABX Block - An assigned block of numbers that have been assigned by the carrier
  • Carrier SIP Channels - The number of SIP 'Lines' provided by the carrier, via the Minder Commercial NBN service into the Hosted PBX
  • 3CX PBX Support - Is an optional support agreement to provide fix fee support for 3CX Hosted PBX systems.

I. The Minder Hosted 3CX PBX system is provided as a monthly subscription that has a renewal / expiry date 12 month from being commissioned, or 12 months from the renewal date.

II. The Minder Hosted 3CX PBX system does not support 19/1900 number calls, fax, dial up modem or other analogue data calls (e.g. EFTPOS, HICAPS), back to base alarms and other monitoring systems using phone lines, and similar features.

III. The Minder Hosted 3CX PBX system is not available for telemarketing, call centre function and similar uses.

IV. International Calls are from 4c per minute, 1300 and 13 calls are from 22c per minute, usage fees are reconciled and charged quarterly.

V. In cases where 3CX PBX Support has not be chosen as a monthly service, provision of support services can be provided on a do-and-charge basis at our standard hourly rates.

VI. Fix fee support for phone systems, other than 3CX are not offered by OAS, however, where requested technical assistance may be offered at our standard hourly rates.

5. Software Subscription Services

OAS will provide Software Subscription Services if set out on the Monthly Service Invoice. OAS is an accredited provider of software subscription services for many software vendors.  Where applicable, OAS may provide software licences on a subscription basis, and as such, the Monthly Invoice will form part of a master rental agreement where the Client agrees to the respective licencing rules, agreed fee structure and regulations of each software vendors, which can be provided on request, and subject to the following conditions:

I. Monthly software subscriptions will be itemised on the Monthly Hosting Invoice and will be represented as a unit measure.

II. Reconciliation of each software subscription is performed and amendments to the Monthly Service Invoice are made on the first Business Day of each calendar month.

III. Any licences provided during the initial migration or setup, or adjusted during the month will be represented on the following monthly service invoice.

IV. Any disputes a Client may have in relation to the licence quantities identified and invoiced, must be brought to the attention of an OAS Account Manager and will be actioned within the calendar month.

6. Proactive Server Monitoring

OAS will provide Proactive Server Monitoring Services if set out on the Monthly Service Invoice. OAS has developed a Proactive Server Monitoring service that monitors the critical components in your Client server environment and reports the information to OAS’ technical team in 15-minute increments. This ensures that OAS is aware of any issues that arise in your Client environment and OAS is able to take steps to rectify the issues quickly and with minimal impact.

It also includes any Priority 1 remote support that is required to investigate and resolve initial server issues such as backup failures.


7. Service Requests and Ticketing

We offer our clients the option of electronically logging jobs via email, through an online portal or via phone, including an after-hours service. This allows clients to log jobs 24 hours a day and offers the following benefits.

  • Your job will be entered and tracked by our Service Delivery Team
  • Allow more accurate tracking of your service request, by Ticket Number and Customer.
  • Allow our customers to prioritise work based on their needs.
  • More accurate commencement time for jobs.
  • Direct Phone contact with “On Call” Engineers after hours.


To facilitate this process, we have developed the following procedure to help us meet required service levels:

  • Service work requests can be booked via email to [email protected], or phone through to our Helpdesk Team on 02 4940 1800
  • At the time of logging the job, the priority of the work requested should be stipulated, in accordance with the below priority chart.


Our Helpdesk staff will log your job in our internal Ticketing System which will email you an Acknowledgement of the ticket and the ticket number for any future reference

  • Contract working hours to be 7.30am to 5.00pm Monday to Friday, (Business Days only).


Priority Chart and Target Response Time

Priority

Code

OAS Agreed Response Time to commence addressing Client logged priority code issue 

OAS Target Timeframe to resolve the Client’s logged priority code issue 

Examples 

Priority 1

P1

Immediate Response
Critically urgent resolution required.  Functionality must be restored within an hour of logging P1 issue.
Server Down, a device is not operating preventing a Client user to perform their role; unable to send or receive, prepare documents., faxes are down; unable to print

Priority 2

P2

Within 4 Business Hours
Urgent resolution required- within 4 hours of logging P2 issue.
Major Operational Problem, multiple devices suffering same problem

Priority 3

P3

Within 8 Business Hours
High resolution required- required within 8 hours of logging P3 issue.
Important Computer Problem affecting single user (however user can still send and receive emails, prepare documents and print);

Priority 4

P4

Within 2 Business Days
Medium resolution required- required within 2 Business Days of logging P4 issue.
Software Installation, New User

Priority 5

P5

Within 5 Business Days
Normal resolution required- required within 5 Business Days of logging P5 issue.
Computer Installation, anticipated service required with long lead time for Client


  • Target Resolution times are targets only and OAS is not bound to achieve them, but will use reasonable endeavour to do so. Where OAS cannot meet the agreed timeframe set out in column 4 of the above table, OAS will inform the Client and advise of the impediments and estimated time frame in which the issue will be resolved. In such circumstances, OAS will regularly update the Client regarding OAS’ progress in resolving the issue, the regularity of such updates to be commensurate to the priority code assigned to the outstanding ticket.
  • OAS will endeavor to meet the targeted resolution time but cannot be held accountable where the resolution of an incident is delayed due to factors beyond OAS’ reasonable control including:


(i) Delays in receiving responses or information relevant to the resolution from Client or its related entities;

(ii) the failures of the Client’s System;

(iii) Delays caused by the time taken to restore data from backups;

(iv) Delays in the restoration of Third Party Services;

(v) Delays in the availability of new or replacement equipment; or

(vi) Delays in the provision of services, software or equipment from third parties that are providing services, software or equipment directly to Client.

8. Labour Rates

Standard labour charge is [$180/hour Ex GST]. This is for all remote, workshop and onsite labour including new system installations.

After hours labour is charged at [$270 /hour Ex GST]. After hours is defined as any time between 5:00pm and 7.30am Monday to Friday, all weekend and Public Holidays.

Labour rates are subject to change, and where impacted, clients will be provided notice in writing on any rates changes giving 30 Days’ notice.

9. Prepaid Hours

In response to our client’s needs, we have developed a method of pre-purchasing a block of labour to assist in reducing the administration costs of smaller invoice amounts and these are offered at reduced rates for larger blocks of hours purchased.

Block Hours can be used for service work and reconciliation can be reported monthly.

OAS has the following service rate schedule for Block Hours:

Rate Description

Applies

Rate
Block 50
Block Hours Rate for 50 Hours
$ 180.00 / Hour
Block 100
Block Hours Rate for 100 Hours
$ 170.00 / Hour

Rates above are GST Exclusive.


  • OAS Pre-Paid Hours do not expire, and any unused hours will remain as hours rather than the monetary value of your account.
  • OAS will not be liable to refund, reimburse, pay damages, or otherwise compensate or indemnify you in respect of those unused Pre-Paid Hours.
  • OAS Pre-Paid Hours will be forfeited in the event the Client ceases trading or if a Client ceases doing business with OAS.

Schedule 1 – Inclusions List



DESCRIPTION 

FREQUENCY

INCLUDED


Desktop, Laptops and Servers/ Hosted Infrastructure
 

Setup New Profiles on Desktops and Laptops

As Needed

Yes


Add / Edit / Delete User Accounts

As Needed

Yes


Password Resets

As Needed

Yes


Archive Old User Accounts (Backup Email & Files)

As Needed

Yes


Setup & Maintain Security Groups

As Needed

Yes


Setup & Maintain Network Drives

As Needed

Yes


Restore Files from Backups (1)

As Needed

Yes


Troubleshoot Windows Operating System Faults

As Needed

Yes


Troubleshoot Microsoft Office Faults

As Needed

Yes


Troubleshoot Anti-Virus Faults

As Needed

Yes


Scheduled Servers Reboots

As Needed

Yes


Troubleshoot Hardware Issues (2)

As Needed

Yes


Hard Drive Clean-up (Remove Temp & Unnecessary Files)

As Needed

Yes


Microsoft Patch Management (Service Packs & Updates)

Monthly

Yes


Update Approved 3rd Party Applications (Adobe Flash, Adobe Reader, PDF Creator, Java, 7-Zip)

As Needed

Yes


Monitor all Critical Server and Computer Services and Fix

24x7x365

Yes


Monitor Security and Event Logs

24x7x365

Yes


Roll out our Best Practise Security Policies

On-Going

Yes


 
Backups and Disaster Recovery

Monitor Server and Computer Backups (1)

24x7x365

Yes


Troubleshoot Server and Computer Backup Failures (1)

As Needed

Yes


Monitor Office365 Backups (1)

24x7x365

Yes


Troubleshoot Office365 Backup Failures (1)

As Needed

Yes


Automated DR Testing of scheduled Backups (1)

Monthly

Yes


Printers
 

Troubleshoot Printer Issues(2)

As Needed

Yes


Add / Edit / Delete Printer Mapping Group Policies

As Needed

Yes


Network
 

Troubleshoot Internet Service Provider Issues & Outages in Minder infrastructure

As Needed

Yes


Troubleshoot Network Switch Issues(2)

As Needed

Yes


Troubleshoot Wi-Fi Access Point Issues(2)

As Needed

Yes


Update Wi-Fi SSID / Keys

As Needed

Yes


Troubleshoot Router Issues(2)

As Needed

Yes


Monitor Network Switches/Wifi Access Points/Router/Firewall

24x7x365

Yes


Domain Names
 

Add / Edit / Delete DNS Records (MX,TXT,PTR,CNAME,A) (3)

As Needed

Yes


Mobile Phones & Tablets
 

Configure Outlook or Mail App(4)

As Needed

Yes


Configure OneDrive for Business App(4)

As Needed

Yes


Configure Teams for Business App(4)

As Needed

Yes


Office365
 
Maintain & Manage Office 365 User Accounts, Security Groups, Mailboxes, Distribution Groups (3)

As Needed

Yes


Archive Old User Accounts (Backup Email & OneDrive) (3)

As Needed

Yes


Restore Files from Backups

As Needed

Yes


Minder Hosted 3CX vPBX
 
Maintain & manage virtual PBX(3)

As Needed

Yes


Minor changes to call flow & extension programming(3)

As Needed

Yes



(1) Only applies when using OAS’s Managed Backup Solution
(2) Hardware not purchased from OAS and/or not covered by the Manufacturer’s warranty, a care pack or a maintenance agreement may be excluded from the Managed Service Agreement.
(3) Products or Services not hosted or managed by OAS, will be excluded from the Managed Service Agreement.
(4) Only applies if Mobile Device Management is included in the Managed Service Agreement for the devices covered.

Schedule 2 - Usage Policy

1. Introduction

1.1 This Schedule outlines the Usage Policy by which the Supplier provides Service to Client.

1.2 This Schedule is designed to ensure that:

(a) the use of the Services by Client and all other Clients and users is maintained at an optimum level by mitigating and minimising disruptions and outages caused by use of such Services outside the terms of this Agreement; and

(b) the Client understands its obligations to comply with all laws which apply to content which we may host or which may be transmitted over telecommunications networks.

2 Responsibilities of Client

2.1 The Client and its Authorised Users must:

(a) use the Services in a manner which complies with all Laws;

(b) provide the Supplier with any changes to Authorised User access and permissions. The Supplier won’t be liable for anly loss or damage arising from Client failing to provide the Supplier with notice of any such changes.

(c) be solely responsible for disseminating or posting content through the Services or publishing on the web pages of Client’s site, including obtaining legal permission to use any works included in such content and/or web pages; and

(d) use the Services in a manner which does not interfere with, jeopardise or disrupt the provision of the Services.

3. Unacceptable Usage

3.1 The Client and its Authorised Users must not use the Services:

(a) to violate anyone's legal rights including Intellectual Property rights in any jurisdiction;

(b) in relation to crimes such as theft and fraud;

(c) to publish or transmit defamatory, obscene, threatening, abusive or offensive material or content;

(d) to facilitate or engage in any activity which is prohibited under the Spam Act 2003 (Cth), any other applicable legislation and regulations, or any policies or regulations of the Australian Communications and Media Authority;

(e) to create or propagate any Harmful Code;

(f) to facilitate or engage in 'hacking', including gaining illegal or unauthorised access to any computers, accounts or networks accessible through the internet;

(g) to misrepresent transmission information by forging, deleting or altering message headers, return mail information and/or internet protocol addresses in order to conceal or misidentify the origin of a message;

(h) to carry out security breaches or disruptions of network communication. Security breaches include, but are not limited to, accessing data of which Client and its Authorised Users are not an intended recipient or logging into a server or account that Client and its Authorised Users are not expressly authorised to access or corrupt any data. For the purposes of this paragraph, “security breaches” includes, but is not limited to, network sniffing, ping floods, packet spoofing, denial of service, scraping and forged routing information for malicious purposes;

(i) to execute any form of network monitoring which will intercept data not intended for Client;

(j) to circumvent user authentication or security of any of the Supplier’s hosts, networks or accounts or those of the Supplier’s Clients or the Suppliers;

(k) to interfere with or denying service to anyone;

(l) to send any form of harassment via email, or any other form of messaging, whether through the language, frequency or size of messages; and

(m) in breach of any person’s privacy (such as by way of identity theft or phishing).


Schedule 3 – Notifiable Data Breach Process

Data Breach Incidents: To the extent the Notifiable Data Breaches scheme under Part IIIC of the Privacy Act 1988 applies to Supplier:

a) if Supplier becomes aware of a Data Incident, Supplier will:

(i) notify Client of the Data Incident by telephone and email;

(ii) retain system logs and other information that may be relevant to the Data Incident, or to assessing the cause or impact of the Data Incident;

(iii) provide all information Supplier deems relevant to the Data Incident reasonably requested by Client for the purpose of investigating the Data Incident; and

(iv) immediately take all action reasonably necessary to:

(i) mitigate the impact of the Data Incident (including to restore or recover any lost data); and

(ii) prevent any repeat of the Data Incident in the future.

b) If Supplier suspects that a Data Incident has occurred, it will, within 30 days, prepare an assessment to determine whether there are reasonable grounds to believe that a Data Incident has occurred.

c) Where Client suspects that a Data Incident has occurred, Supplier will, within 30 days of receiving notice from Client of its suspicion, prepare an assessment to determine whether there are reasonable grounds to believe that a Data Incident has occurred, the costs of such assessment must be paid by Client.

d) If Supplier believes a Data Incident has occurred it will provide notice to the OAIC of such Data Incident and it will be the sole Party to notify the individuals who are likely to be at risk of serious harm arising from the Data Incident.

This Schedule is subject to our Privacy Policy.

Data Incident means any actual or Supplier suspected:

(I) breach of Supplier’s obligations relating to protection of Personal Information under this Agreement;

(II) unauthorised access to, or unauthorised disclosure of, any Personal Information; or

(III) loss of Personal Information, including where Personal Information is damaged or corrupted so that it becomes unusable, where, as determined by Supplier, the access or disclosure is likely to result in serious harm to one or more individuals and Supplier has not been able to prevent the likely risk of serious harm with remedial action.


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