By signing or approving the Order Form/Quote, Customer acknowledges and agrees to the commercial terms above. FULL MASTER MANAGED SERVICES AGREEMENT (MSA)
Parties, Acceptance and Structure
Binding effect of Order Forms: By approving, signing, or otherwise accepting any Proposal/Quote, Statement of Work, Sales Order, Direct Debit Authority, or other order form issued by the Provider (each an “Order Form”), the Customer agrees the Order Form forms a binding contract between the parties and that this Agreement is incorporated by reference and governs the Services.
Electronic acceptance: Customer acknowledges that acceptance may be provided in any form (including via HaloPSA approval, electronic signature, email confirmation, purchase order, clickto-accept, portal acceptance, payment of an invoice, use of the Services, or any other method that objectively indicates acceptance). Such acceptance constitutes execution of the Order Form and acceptance of this Agreement whether the Order Form is issued through HaloPSA or any other system or medium.
Order of precedence: Unless expressly agreed in writing, the documents will apply in the following order of precedence to the extent of any inconsistency: (1) the applicable Order Form; (2) this Agreement; (3) any schedules, statements of work, service descriptions or rate cards; and (4) any referenced policies or collateral.
This Master Managed Services Agreement (“Agreement”) is between ASAP Technology Group Pty Ltd (“Provider”, “ASAP”, “we”, “us”) and the customer entity identified on the applicable Proposal/Quote (“Customer”, “you”).
By approving or signing any Proposal/Quote, Statement of Work, or Order Form issued by Provider (the “Order Form”), Customer agrees that the Order Form forms a binding contract and that this Agreement is incorporated by reference and governs the Services.
Customer acknowledges electronic approval (including HaloPSA approval, email confirmation, direct debit authority, or electronic signature) constitutes execution of the Order Form and acceptance of this Agreement.
Order of precedence: (1) the Order Form; (2) this Agreement; (3) schedules; then (4) any referenced policies/collateral.
Definitions:
Business Hours means 9:00am–5:00pm Monday to Friday (excluding public holidays) in the Customer’s local time zone, unless otherwise stated.
Fees means all charges payable for Services including recurring fees, one-off charges, usage charges, pass-through supplier costs, and taxes.
Microsoft Services includes Microsoft subscriptions (including CSP/NCE), Azure, and associated Microsoft add-ons.
Third Parties includes carriers, wholesalers, datacentres, vendors, OEMs, and cloud platforms relied upon for delivery.
Minimum Standards means the security and supported-environment requirements set out in Schedule 1 and updated by Provider from time to time.
Services, Scope and Customer Cooperation:
Services are limited to those expressly listed on the Order Form and any attached schedules. Anything not listed is excluded and out-of-scope.
Customer must provide timely access, credentials, approvals, and accurate information required for delivery. Delays caused by Customer extend timelines and do not constitute Provider breach.
Troubleshooting Cooperation: Customer must reasonably cooperate with Provider to diagnose and resolve issues, including (where requested) replicating faults, providing screenshots/logs, granting remote access, making devices available, and ensuring relevant staff participate in basic troubleshooting steps. Where Customer is unable or unwilling to provide reasonable cooperation or access, Provider may pause work, close the ticket, or treat further work as billable out-of-scope.
Customer Environment Warranty: Customer warrants that its environment and systems are lawful to operate, properly licensed, and reasonably maintained. Provider is not responsible for failures, vulnerabilities, instability or outages caused by pre-existing conditions, unsupported hardware/software, insufficient capacity, poor cabling/network design, third-party modifications, or Customer changes made without Provider approval.
Provider may refuse requests that are unlawful, unsafe, or inconsistent with Minimum Standards.
Term, Commencement and Renewal:
Commencement: The term for each Service begins on the earlier of (a) Customer approval/signature of the Order Form, or (b) activation/provisioning, deployment, delivery, or any work commenced (including carrier orders, Microsoft licensing activation, number porting, hardware procurement or onboarding).
Standard Term: Unless stated otherwise, recurring Services (excluding Microsoft Services) are provided for a commitment term of thirty-six (36) months.
Microsoft Term: Microsoft Services are provided on a fixed term of twelve (12) months commencing from the Effective Date/signing or activation date and may be subject to upstream non-cancellable commitments.
Automatic Renewal: Unless cancelled in writing at least thirty (30) days prior to expiry, Services automatically renew for the same term.
Renewal Pricing: On renewal, pricing increases by the greater of 3% or Provider’s then-current pricing structure and/or Third Party supplier price changes.
Fees, Invoicing and Payment
Recurring Services are billed monthly in advance unless otherwise stated. Customer will be invoiced immediately upon acceptance and/or activation/provisioning.
Payment terms are twenty-one (21) days from invoice date. Customer must pay undisputed amounts without set-off or deduction.
Usage charges (including call charges, consumption, overages, and excess support) may be invoiced in arrears based on supplier reporting.
Late Payment: Provider may charge interest/fees, suspend Services without liability, and recover reasonable collection/enforcement costs.
Disputes: Service disputes do not suspend payment obligations for undisputed amounts.
Direct Debit / Card Authority
Customer authorises Provider to process recurring payments via direct debit and/or card for recurring Services and any approved fees. Provider may require direct debit as a condition of supply.
Where direct debit is in place, Provider may re-attempt failed payments and charge reasonable dishonour/processing fees.
No Cooling-Off
Customer acknowledges this is a binding commercial agreement. There is no cooling-off period. Once approved, Customer is fully bound to the term and Fees.
Support, Included Hours and Billable Work
Support must be requested via Provider’s ticketing system. Without a ticket, Provider is not obliged to provide support and no response targets apply.
Support inclusions vary by package. Where included, support hours apply to in-scope incidents and requests during Business Hours only unless stated otherwise.
Out-of-scope and billable work includes: projects, major changes, onboarding beyond scope, complex migrations, after-hours work, onsite visits, vendor liaison due to customer-controlled issues, third-party remediation, customer-caused issues, or remediation required due to noncompliance with Minimum Standards.
After-Hours support is billable unless explicitly included. Minimum charges and increments may apply.
Rate Card and Variations
Out-of-scope work is billed at Provider’s then-current published rates (Rate Card) unless a fixed quote is agreed in writing. Provider may update its Rate Card from time to time.
Change requests outside scope require written variation approval. Provider may pause work until variation approval is received.
Best-Effort Only (No Guaranteed SLA)
Any response times, service targets or indicative timeframes are best-effort targets only and not guarantees.
Provider does not guarantee uninterrupted availability, error-free Services, or guaranteed restoration/resolution timeframes.
Unless expressly stated as a paid guaranteed SLA on the Order Form, no SLA applies other than best-effort delivery.
Third Party Services and Pass-Through Costs
Customer acknowledges Services may rely on Third Parties. Provider is not responsible for Third Party outages, delays, restrictions, upstream terms or decisions.
Third Party price increases, regulatory changes, carrier charges, and vendor cost changes may be passed through to Customer and may take effect immediately where imposed by the supplier.
Microsoft Services (CSP/NCE) – Auto-Renewal and Cancellation
Microsoft Services commonly auto-renew and may not be cancellable mid-term. Customer must provide written cancellation notice at least thirty (30) days prior to expiry.
If cancellation notice is not received within the required timeframe, Microsoft Services will renew and Customer remains liable for all fees.
Provider is not responsible for Microsoft’s upstream cancellation rules, term commitments or billing structures.
Telco / NBN / Voice / Porting Disclaimers
Connectivity and telephony services depend on carriers/wholesalers. Lead times, outages and maintenance windows may occur outside Provider control.
Number porting and cutovers may result in disruption. Porting timelines are dependent on carriers and other service providers.
Emergency Calling: VoIP/hosted telephony may not function during internet/power outages. Customer must maintain alternative access to emergency services (000).
Contact Centre Compliance
Customer is responsible for lawful use of contact centre solutions, including call recording consent, privacy compliance, retention and disclosures. Provider is not liable for regulatory breaches arising from Customer configuration or misuse.
Acceptable Use and Prohibited Activities
Customer must not use Services for unlawful conduct, harassment, spam, fraud, illegal call campaigns, or activities that breach carrier/vendor policies. Provider may suspend Services immediately if prohibited activities are suspected.
Security, Shared Responsibility and Backups
Provider will apply commercially reasonable measures consistent with industry practice. No system is invulnerable and cybersecurity is a shared responsibility.
Unless expressly included, Customer is responsible for backups, data retention and recovery. Provider does not guarantee restore success unless included and tested.
Provider may require security uplift or remediation to meet Minimum Standards. Where Customer refuses remediation, Provider may limit support or suspend Services.
Unapproved Software / Shadow IT / Unsupported Environments
Customer must not deploy unapproved software, integrations, scripts, remote access tools, agents, network devices or security products without Provider’s written approval.
Unapproved components are out-of-scope. Provider is not responsible for vulnerabilities, breaches, instability, downtime, or performance issues arising from them.
If unapproved components exist or Customer refuses remediation, Customer acknowledges Provider cannot guarantee security, stability or performance and Provider obligations are limited to best-effort support at Provider’s discretion.
Hardware, Procurement and Financed Goods
All hardware/equipment orders are firm and binding once approved or placed by Provider on Customer’s behalf, and cannot be cancelled or refunded once ordered.
Risk passes on delivery. Title remains with Provider until all amounts relating to the goods are paid in full and cleared funds are received.
Financed Goods: Where goods are financed/leased, title remains with Provider until finance settlement and full payment is received. There is no cooling-off. If finance fails to settle for any reason, Customer must pay the full purchase price within seven (7) days of notice. Provider may withhold delivery/installation or suspend related Services until paid. To the extent permitted by law, Provider may recover unpaid goods and reasonable recovery costs.
Suspension and Termination
Provider may suspend Services without liability for overdue payment, material breach, security risk, unsafe environment, prohibited activity, or Minimum Standards non-compliance.
Early Termination: If Customer cancels any Service before expiry (other than due to Provider’s proven material breach), Customer must pay an early termination charge equal to monthly spend × months remaining for the affected Services, payable immediately.
Limitation of Liability
Provider is not liable for indirect or consequential losses (including lost profits, revenue, business interruption, or loss of data).
To the maximum extent permitted by law, Provider’s total aggregate liability for all claims is capped at Fees paid by Customer in the one (1) month immediately prior to the event giving rise to the claim.
Provider is only liable to the extent Customer proves the loss was directly caused by Provider’s proven breach, and only where Provider’s gross negligence or wilful misconduct is established.
Nothing in this Agreement excludes non-excludable rights and guarantees under the Australian Consumer Law.
Indemnity
Customer indemnifies Provider against claims, losses, damages, costs and expenses arising from Customer breach, misuse, non-compliance, or unauthorised acts of Customer personnel/contractors, including privacy failures and regulatory breaches.
Confidentiality
Each party must keep the other’s confidential information secure and use it only to perform obligations under this Agreement. Confidentiality survives termination.
Intellectual Property
All Provider tools, scripts, templates, processes and developed intellectual property remain Provider property. Customer receives a limited internal-use licence during the term.
Non-Solicitation
Customer must not solicit or employ Provider staff or contractors during the term and for twenty-four (24) months after termination without written consent.
Force Majeure
Neither party is liable for delays or failures caused by events beyond reasonable control (including carrier outages, utility failures, or natural disasters).
Disputes
The parties must attempt good faith negotiation and mediation prior to litigation, except where urgent relief is required.
Governing Law
This Agreement is governed by the laws of New South Wales, Australia. The parties submit to the non-exclusive jurisdiction of NSW courts.
Schedule 1 – Minimum Standards (Summary)
– Customer must maintain a supported, secure environment. As a minimum, Customer must: – Maintain vendor-supported operating systems and software; – Enforce MFA for privileged and remote access; – Maintain endpoint protection/EDR and email security controls where applicable; – Apply critical security patches within reasonable timeframes; – Maintain unique user identities (no shared accounts); – Maintain backups and retention where required; and – Comply with Provider’s reasonable security uplift requests.
Failure to comply may result in additional charges, limitation of support, suspension of Services, and no liability for resulting incidents or outages.
Execution and Binding Effect
This Agreement does not need to be separately signed to take effect. Signed for and on behalf of ASAP Technology Group Pty Ltd:
Name / Title: __________________ (Authorised Representative)
Signature / Date: __________________ / _ /
/ Signed for and on behalf of Customer:
Name / Title: _______________________
Signature / Date: __________________ / _ / / _
Binding Without Signature (Electronic Acceptance) This Agreement does not need to be signed to be enforceable. This Agreement becomes binding and enforceable when the Customer approves, signs, or otherwise accepts any Proposal/Quote, Statement of Work, or Order Form issued by ASAP Technology Group (including by electronic acceptance, email confirmation, payment of an invoice, direct debit authority, click-to-accept, or use of the Services). If there is any inconsistency between the Order Form and this Agreement, the Order Form will prevail to the extent of the inconsistency.
