Master Service Agreement ‘MSA’ Terms and Conditions.
The supply of goods and services by City Systems Pty Ltd (‘we’ or ‘us’ or ‘our’) to all its customers (‘you’) is on the following ‘MSA’ terms and conditions. By requesting, ordering or otherwise permitting us to supply goods to or perform services for you, you thereby accept irrevocably and unconditionally our offer without change or qualification.
All agreements will commence on the date of the clients digital signature and end 24 months thereafter.
1. Confidentiality
Each party acknowledges that information provided by either party in connection with this Agreement, may contain confidential and proprietary data, and disclosure of such information may be damaging to the disclosing party. The term “Information” denotes any and all technical and business information disclosed in any manner or form including, but not limited to financial plans and records, marketing plans, business strategies, trade secrets, present and proposed products, computer software programs, source code, relationships with third parties, customer lists, information regarding customers and suppliers, founders, employees, and affiliates. Both parties agree to hold such Information in confidence, not to make use of it other than as required for the performance of this Agreement, to release it only to employees and contractors requiring such information, and not to release or disclose it to any other third party. The duties and obligations to protect information and materials shall survive termination of this Agreement.
2. Our Insurance Policies & Liability
– Product Liability Insurance – Allianz, Limit of Indemnity $10,000,000
– Public Liability Insurance – Allianz, Limit of Indemnity $10,000,000
– Professional Indemnity Including Liability Insurance
– Lloyds of London, Limit of Indemnity $1,000,000 and Public and Product Liability $10,000,000
– Liability is subject to the Australian Consumer law, you agree that our (and any suppliers) maximum aggregate liability in relation to any claim, loss or damage, whether arising under or in relation to this agreement, any tortious act or omission (including negligence) or under common law or statute, is limited to the charges actually paid by you In the six months immediately prior to the relevant event occurring.
– City Systems does not warrant that the cloud, backup or third-party services provided hereunder will be uninterrupted, error free, or completely secure.
– City Systems total liability to customer in the aggregate for the entire term with respect to all claims arising from or related to this MSA (including legal fees) will not exceed the amount paid by customer for the six month period immediately preceding the month in which the first claim arose. Notwithstanding the foregoing, City Systems maximum liability for any claims relating to services offered or provided by City Systems. (i) for a non-recurring charge only or (ii) as remote hands services shall not exceed the amount of the service fee for such service provided on the occasion giving rise to the claim. Each party waives its right to bring any claim against the other party arising or in any way relating to this MSA more than 1 year after the date of this MSA expires or is earlier terminated.
– City Systems will not be responsible or in any way liable, and Customer will not have any termination or other rights, for any injury, damage or loss arising out of or relating to any failure by City Systems to perform or any hindrance in the performance of its obligations under this MSA if such failure or hindrance is caused by events or circumstances beyond City Systems control, including acts of God, war, labour strike, terrorist act, fire, flood, earthquake, any law, order, regulation or other action of any governing authority or agency thereof, or failure of the Internet.
3. Solicitation of Employees Unless otherwise approved in writing, for the term of this Agreement and twelve months beyond, neither party will solicit any current or former employee of the other party who was involved with the services provided under this Agreement, for employment or contract.
4. General
4.1 The fees we charge are for time spent on support, Client is liable for payment of these fees regardless of the outcome of these services.
4.2 Normal business hours are 8.30am to 5.30pm, Monday to Friday. The following loadings will be applied to work performed outside of these hours: Outside business hours 1.5x per hour. Saturday, Sunday and Public holidays 2.0x (Double time) per hour.
4.3 All non-Sydney CBD site visits need to be arranged in advance and travel time for non-Sydney CBD sites may be billable.
4.4 In situations where an additional support engineer is required, eg, a large system upgrade or the relocation of offices etc or where two separate engineers are required at two different locations, the following fees will be added. – Additional Support Engineer, Same rate as your contracted hourly rate. – Senior Network or Project Engineer, Same rate as your contracted senior engineer hourly rate.
5. Third Party Applications Support
5.1 City Systems endeavors to support third party specialist applications/software to the best of its abilities and works with third party providers to resolve client issues.
5.2 City Systems makes every effort to identify and resolve software related problems however all issues known to be related to the third party applications must be logged and investigated with the software provider/vendor support desk directly.
5.3 City Systems are happy to coordinate user’s queries relating to third party applications.
6. Customer Responsibility
6.1 3rd party hardware warranties to be provided by hardware vendors or client, all parts covered by warranty will be the liability of hardware vendors or client. If no warranties exist or have expired, hardware replacements and costs are the liability of the client.
6.2 The legality of any software in use on the clients existing system is the responsibility of the client. The system should be operated in accordance with the specifications of the hardware manufacturer(s) and software providers, the systems environment is the responsibility of the client.
6.3 Customer to provide sufficient access to City Systems consultants and adequate working space necessary to perform their duties. Working environment that is safe and without risks to health
6.4 Any Occupational, Health and Safety requirements are to be communicated to City Systems.
6.5 Client will provide any available relevant documentation on the current infrastructure setup and system operational activities.
6.6 The above is contingent upon all invoice payments being up to date.
6.7 The system is not tampered with, added to, repaired or amended by persons or parties not authorised by City Systems. We do allow non-City Systems employees to have ‘Admin’ and ‘Global admin’ access to any of our client’s IT systems we look after for our own liability, compliance and insurance cover.
7. Service Fees and Payment Terms A payment can be made either by EFT (Electronic Funds Transfer) or Cheque. Payments should be made payable to City Systems Pty Ltd. EFT payment details below, Account Name City Systems Pty Ltd Bank Westpac BSB Number 032-016 Branch Corner Market & Clarence St, Sydney 2000 Account Number 322115 Swift WPACAU2S All itemised pricing excludes GST unless otherwise specified.
7.1 Without prejudice to other remedies, City Systems reserves the right to charge interest on any overdue payments at the rate of 1.5% per month.
7.2 The monthly managed support, cloud services, helpdesk services, maintenance and backup/license subscription fees are to be paid in full and advance. Unused retainer time from one month is not eligible to rollover to the next or future months.
7.3 You will be invoiced for each block of Pre-Paid (IT Voucher) hours in advance (50 or 100+ hours). There are no lock in contracts, and validity on the block of hours purchased is 12 months. Pre-Paid vouchers can be used during business hours or read section 4.2 for outside business hours fees. Helpdesk and remote support time deducted in 15 minutes increments. Onsite IT support deducted in 1 hour minimum.
7.4 We reserve the right to vary prices and subscription fees in the event of changes in exchange rates or price rises made by vendors/manufacturers, data centre or other suppliers. If the cost of any service increases due to exchange rate fluctuations, price increases, tax changes or any other reason, you are required to pay the increase when notified.
7.5 Our payment terms are 30 days from invoice date and ‘0’ days for new hardware and software purchases.
7.6 All prices are exc GST
8. Renewals, CPI and Cancellation All agreements will commence on the date of the clients signature and end 24 months thereafter. Unless otherwise stated in the sales invoice or notified by the client in writing 60 days before the end of the expiry date, upon expiration of the initial or renewed Service Term, this agreement will renew automatically for an additional 12 months as agreed by the client. (this allows us to continue providing discounted service and support, software/license subscriptions, cloud services, backup, data centre, Adobe and Microsoft Office 365 subscription services.)
Prices will rise at the rate of inflation each year, Australian annual all groups CPI (Consumer Price Index) will be used which is usually released by the Australian Bureau of Statistics at the end of July each year. This adjustment will be visible in Invoices raised in the month of July onwards, regardless of when contracts are signed.
Either party may terminate a service under this MSA, by notifying the other Party in writing at least 60 days prior to the end of the then-current Service Term, for such Service that it has elected to terminate. If a service under this MSA is terminated during its service term, prior to its expiration date, the balance of fees for the remainder of the service term, for the cancelled service, will still be payable by the client. Under the aforementioned circumstances, this MSA will remain active and in effect as to all other services. Either party may also terminate this MSA by notifying the other Party in writing at least 60 days prior to the end of the then-current Service Term. If this MSA is terminated during its service term, prior to its expiration date, the balance of fees for the remainder of the MSA service term, will still be payable by the client. You may terminate month-to-month service agreements and subscriptions (i.e. cloud services, backups, apps/software licenses) by giving us at least 30 days written notice.
All new services, licenses and subscriptions, requested by the client will automatically become a part of this MSA and be governed by the terms of this MSA.
9. New Project The signed acceptance and 50% deposit is required before we can schedule a time for your implementation and migration project. The remainder of your balance (Software licenses, labour and support fees etc) will be due upon project completion.
10. Items not covered by our MSA agreement – All third party program licenses and cloud subscriptions (For example AWS, Azure, Oracle, Open Practice, Worldox, Lawdocs and Nitro etc) – Adobe Professional Licenses – Data/system migration after a merger or acquisition – IT projects – Disaster recovery and multi site high availability – Office relocations – Breakdown or malfunction of any hardware components of the system. – 3rd party attachments of software and hardware not authorised by City Systems. – Damage to the system necessitated by any party other than a representative of City Systems.
11. City Systems may temporarily deny service, information, access, support and backup/recovery services upon clients’ failure to settle all outstanding invoices older than 30 days.
12. Force Majeure – City Systems will not be responsible for any delay or failure to perform its obligations if such failure is due to force majeure. – City Systems will notify the customer as soon as practicable of any anticipated delay or failure due to force majeure. The performance of City Systems obligations under this agreement will be suspended for the period of the delay due to force majeure.