Master Services Agreement
Limitations of Technology
The Client acknowledges that technologies are not universally compatible, and that there may be services or devices that TechNine MSP Pty Ltd may be unable to monitor, manage, or patch. TechNine MSP Pty Ltd agrees to inform the client when such situations exist. The client agrees to rectify the item in question as recommended by TechNine if applicable. TechNine MSP Pty Ltd holds no responsibility or liability for any incident as a result of an incompatibility with our Services.
Because there are risks associated with applying and failing to apply patches, TechNine MSP Pty Ltd constantly reviews and updates our best practices based on the relative threats to patch delivery timing. Every effort is made to balance the reduction of vulnerabilities with the slight destabilisation risk associated with applying new patches to otherwise stable systems. Patch definitions and antivirus definitions are distributed by their respective software vendors, and as such, TechNine MSP Pty Ltd has no direct control over the effectiveness or lack thereof of the software being applied. TechNine MSP Pty Ltd shall not be held responsible for interruptions in service due to patches released by software vendors.
Force Majeure & Malicious Acts
This agreement is designed to cover the support needs of the Client during normal operating conditions. TechNine MSP Pty Ltd shall not be liable for damages, delay, or default in performance if such delay or default is caused by conditions beyond its control including, but not limited to acts of God, government restrictions and/or any other cause beyond the reasonable control of either party. Furthermore, damage and/or significant problems that result from anomalies and/or abnormal circumstances such as fire, flood, electrical surges, deliberate malicious acts, theft, acts of God and/or any other cause beyond the reasonable control of either party fall outside the terms of this agreement.
Neither party shall disclose any proprietary or confidential information obtained from the other unless so directed by a court of law or government authority. Client agrees not to disclose rates, terms, or any information regarding this Agreement without the prior written consent of TechNine MSP Pty Ltd. For promotional purposes, TechNine MSP Pty Ltd shall have the right to disclose to others the identity of its clients.
Non-Solicitation and Non-Hire
Both TechNine MSP Pty Ltd and Client agree not to solicit, hire, or otherwise employ or engage in any manner whatsoever, directly or indirectly, during the term of this Agreement and for a period of one year thereafter, any I.T. professional who is or was the other party’s employee or subcontractor, without the express written consent of the other party.
The relationship of TechNine MSP Pty Ltd to Client is that of an independent contractor and not that of an agent or employee of the Client. It is expressly understood and agreed by the parties that the Client shall not have, nor exercise, any control or direction over the manner or methods by which TechNine MSP Pty Ltd provides services other than the right to require that the performance of such services be in accordance and consistent with the terms set forth in this agreement.
Right to Subcontract
TechNine MSP Pty Ltd, in its sole discretion, may subcontract or delegate to an affiliate or third party any of its duties and obligations within this agreement.
General Health and Safety
TechNine MSP Pty Ltd agrees to comply with all applicable health and safety protocols. The Client agrees to remedy any conditions which exist that have the potential to create a hazard.
The Client will be responsible for obtaining proper and adequate permission for TechNine MSP Pty Ltd to enter upon and operate within the lands and properties designated as the Client’s work area.
Use of Equipment, Software and Facilities
The Client agrees that TechNine MSP Pty Ltd may utilize the Client’s equipment, software and/or facilities in the execution of its duties. The Client retains title and ownership of all equipment, software or facilities owned by the Client and utilized by TechNine MSP Pty Ltd, and must grant authority for TechNine MSP Pty Ltd to access the Client’s equipment, software and/or facilities. TechNine may provide equipment or install software for the purpose of providing a service such as Anti-Virus, Backups, for remote monitoring and management of client owned equipment or software. Facility access may be denied by the Client for any reason at any time, however if access to facilities is denied, The Client understands that TechNine MSP Pty Ltd may be unable to perform their duties adequately and if such a situation should exist, TechNine MSP Pty Ltd will not be liable for being unable to complete any required works.
Termination or Suspension of Services
This Agreement may be terminated by the Client upon thirty (30) days written notice. If this agreement is still within the contract period, the client agrees to pay out the remainder of the current contract calculated at total contract value. TechNine MSP Pty Ltd may suspend the supply of services to the Client with written notice if the Client fails to pay an amount due and is payable that is seven (7) days past the due date which is not subject to a good faith dispute or payment plan. TechNine MSP Pty Ltd may terminate this agreement immediately if TechNine MSP Pty Ltd provides fourteen (14) days written notice and specifies the nature of the Client’s breach or default, provides a remedy for the breach or default and advises that TechNine MSP Pty Ltd intends to terminate this agreement if the Client fails to remedy the breach or default within the written notice period.
On termination of this agreement the Client must promptly provide all information and equipment on-loan from or owned by TechNine MSP Pty Ltd and provide access to remove or uninstall any equipment or software. TechNine MSP Pty Ltd will provide access information for any client owned equipment and/or software managed by TechNine MSP Pty Ltd to the Client when requested which will be sent via Email. The Client can request for the information to be provided by another method however the client must cover any additional costs associated with the transfer of information such as delivery, transport or support costs. TechNine MSP Pty Ltd on request from the Client will assist with the transfer of services to another designated provider. The Client agrees to pay the hourly rate of rendering such assistance.
The Client acknowledges that TechNine MSP Pty Ltd must have access to all systems and resources necessary to perform their duties under this agreement. Therefore, The Client must provide TechNine MSP Pty Ltd with an administrator level account on the Client’s network. This information will be held securely and encrypted within TechNine MSP’s knowledge base.
TechNine MSP Pty Ltd warrants that the work will be performed to the best of its ability and in accordance with reasonable and customary practices prevailing at the time for its business. No other warranties exist, expressed or implied.
Neither the Client nor TechNine MSP Pty Ltd shall be liable to the other for any consequential damages arising out of or related to the performance of this Agreement.
This Agreement is the exclusive statement of the agreement of the parties with respect to its subject matter and supersedes all prior agreements, negotiations, proposals, and awards, written or oral, relating to its subject matter.
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