Managed Services Agreement - Example Terms and Conditions Date ► Between the parties  
Satalyst Satalyst Pty LtdABN 55 113 047 635 of 6/72 Canning Highway, Victoria Park WA 6100
Customer the Customer named in the Agreement Details
 
Recitals 1     Satalyst provides its customers with access to Microsoft Online Services and to services provided by Microsoft Azure.2     Satalyst also provides support and management services for those Microsoft Online Services and Microsoft Azure Services.3     This agreement sets out the terms and conditions on which Satalyst has agreed to place orders on the Customer’s behalf of certain Microsoft Online Services, and to provide to the Customer access to certain Microsoft Azure Services and certain support and management services for those Microsoft Azure Services.
The parties agree as follows:
     

1                Definitions and interpretation

1.1            Definitions

The meanings of the terms used in this document are set out below.
Term Meaning
Agreement Details the schedule of that name at the beginning of this agreement.
Australian Consumer Law Schedule 2 of the Competition and Consumer Act 2010 (Cth) and the corresponding provisions of the Fair Trading Act 2010 (WA)
Authorised User 1     an employee or officer of the Customer; or2     a third party service provider to whom the Customer has provided access to the Microsoft Azure Services or Microsoft Online Services pursuant to clause 3.1(d).
Azure Services Commencement Date the date of commencement of the Microsoft Azure Services, as set out in the Agreement Details or otherwise agreed in writing by Satalyst and the Customer.
Azure Services Term the duration of the Customer’s subscription to the Microsoft Azure Services , as set out in the Agreement Details (including any renewal term), subject to any earlier termination or cancellation of the subscription in accordance with this agreement.
Background Intellectual Property Rights means, in relation to a party:1     all Intellectual Property Rights of the party that were in existence prior to the date of this agreement; and2     all Intellectual Property Rights of the party that come into existence independently of this agreement.
Business Day a day on which banks are open for business in Perth excluding a Saturday, Sunday or public holiday in that city.
Claim any claim, action, proceeding or investigation of any nature or kind and includes the allegation of a claim.
Commencement Date the date for commencement of the Managed Services, as specified in Agreement Details.
Confidential Information of a party any information:1    regarding the business or affairs of that party or its Related Companies;2    regarding the Customers, employees or contractors of, or other persons doing business with, that party or its Related Companies;3    regarding the terms of this agreement, or the commercial arrangements between the parties;4    which is by its nature confidential or which is designated as confidential by that party; or5    which the other party knows, or ought to know, is confidential.
Consequential Loss any loss, not arising naturally, that is according to the usual course of things, from the relevant breach, whether or not that loss may reasonably be supposed to have been in the contemplation of both parties, at the time they made the contract, as the probable result of the relevant breach.
Consumer has the same meaning as in section 3 of the Australian Consumer Law.
Consumer Goods “goods of a kind ordinarily acquired for personal, household or domestic use or consumption” as that expression is used in section 3 of the Australian Consumer Law.
Consumer Guarantee a consumer guarantee applicable to this agreement under the Australian Consumer Law (including any ‘express warranty’ within the meaning of section 2(1) of the Australian Consumer Law).
Consumer Services “services of a kind ordinarily acquired for personal, household or domestic use or consumption” as that expression is used in section 3 of the Australian Consumer Law.
Corporations Act the Corporations Act 2001 (Cth).
Customer Data all data, including all text, sound, software, applications, image or video files that are provided to Satalyst or Microsoft by, or on behalf of, the Customer through the use of the Microsoft Azure Services, Microsoft Online Services or in connection with the Managed Services.
Disabling Code any virus, bomb, Trojan horse or other malware or computer programming code, including source and object code, which may impair, deny or otherwise adversely affect the use of software.
Dispute any dispute, difference or issue between the parties concerning or arising out of or in connection with or relating to this agreement or the subject matter of this agreement or the breach, termination, validity, repudiation, rectification, frustration, operation or interpretation of this agreement and a reference to a Dispute, where the Dispute is partly resolved, refers to the unresolved part of the Dispute.
Emergency any of the following:1     the unavailability of utility services such as telecommunications infrastructure, electricity, gas and water;2     fire, storm, lightning, flood, earthquake or other acts of God;3     acts of war, terrorism or riots;4     strikes and lockouts (other than strikes or lockouts involving only or principally Satalyst’s employees); and5     any other matter beyond the reasonable control of the affected party.
Encumbrance any lien, charge, mortgage, reservation of title, encumbrance or any other adverse interest of any nature whatsoever.
Fees the fees specified in the Fees Schedule.
Fees Schedule the schedule of that name at the beginning of this agreement.
Fair or Reasonable ‘fair or reasonable’ for the purposes of section 64A of the Australian Consumer Law.
Government Agency any government or governmental, administrative, monetary, fiscal or judicial body, department, commission, authority, tribunal, agency or entity in any part of the world.
Indirect Loss includes loss of revenue, loss of profit, loss of business opportunity, economic loss, loss of data or systems, loss of use, loss of access to any of the Services, or payment of liquidated sums, penalties or damages under any agreement.
Insolvency Event in relation to a party (insolvent party) means:1     the insolvent party ceases or takes steps to cease to conduct its business in the normal manner;2     the insolvent party enters into or resolves to enter into any arrangement, composition or compromise with or assignment for the benefit of its creditors or any class of them;3     the insolvent party is unable to pay its debts when they are due or is deemed under the Corporations Act to be insolvent;4     an administrator, liquidator or provisional liquidator is appointed to the insolvent party or a receiver, receiver and manager, official manager, trustee or similar official is appointed over any of the assets or undertakings of the insolvent party;5     an application or order is made or a resolution is passed for the winding up of the insolvent party;6     anything equivalent to or analogous to the above happens in any jurisdiction; or7     any of the above happens in relation to an entity that controls that party.
Intellectual Property Rights any industrial and intellectual property rights throughout the world and for the duration of the rights including:1    any patents, copyright including future copyright, registered or unregistered trade marks or service marks, trade names, brand names, registered or unregistered designs, commercial names, circuit layouts, database rights;2    any inventions, discoveries, processes, methods, trade secrets, know how, computer software, confidential information and scientific, technical and product information;3    the right to apply for any industrial and intellectual property rights; and4    any other similar or analogous rights and any intellectual or industrial rights whether now existing or which come into existence in the future.
Law any:1    legislation, including regulations, determinations, by‑laws, declarations, ministerial directions and other subordinate legislation;2    common law;3    Governmental Agency requirement or authorisation (including conditions in respect of any authorisation);4    mandatory codes, standards and guidelines;5    writ, order, injunction, or judgment; or6    local government legislation, including regional plans, district plans, regulations, by‑laws, declarations, ministerial directions and other subordinate legislation.
Loss loss, damage, liability, charge, expense, outgoing or cost (including all legal and other professional costs on a full indemnity basis) of any nature or kind.
Maintenance includes any maintenance, upgrade, update, enhancement, modification, reconfiguration or other like activity undertaken in respect of any or all of the Services or the Services Portal
Managed Services the managed services to be provided by Satalyst to the Customer, further described in Schedule 1, as specified in the Agreement Details (or as amended under clause 5.2 or as otherwise  .
Managed Services Service Levels the service levels for the Managed Services, set out in Schedule 1
Microsoft Microsoft Operations Pte Ltd and its Related Entities
Microsoft Cloud Agreement 1    the Microsoft Cloud Agreement, published at https://docs.microsoft.com/en-us/partner-center/agreements or successor site;2    any other terms and conditions incorporated in that document, including the Online Services Terms, the Use Rights and the Microsoft SLAs; and3    any other Microsoft terms and conditions applicable to the Microsoft Azure Services or Microsoft Online Services notified by Satalyst to the Customer from time to time,as amended or replaced by Microsoft from time to time.
Microsoft Cloud Reseller Agreement the Microsoft Reseller Agreement between Microsoft and Satalyst, a copy of which will be made available to the Customer on request.
Microsoft Azure Services the Microsoft Azure services specified in the Agreement Details (or amended under clause 5.1), to which Satalyst provides  the Customer with access, as further described in clause 3 and  in the Product List.
Microsoft Licensing Site http://www.microsoft.com/licensing/contracts or a successor site.
Microsoft Online Services 1    the Microsoft online services specified in the Agreement Details (or amended under clause 5.1), for which Satalyst places an order with Microsoft on the Customer’s behalf; and2    any on-premise Microsoft software provided by Satalyst to the Customer in connection with any of those Microsoft online services,as further described in clause 3 and in the Product List.
Microsoft Service Credits is defined in the Microsoft SLAs.
Microsoft Service Levels the service levels for the Microsoft Azure Services and the Microsoft Online Services, as specified in the Microsoft SLAs.
Microsoft SLAs 1    the Service Level Agreement for Microsoft Online Services, available at the Microsoft Licensing Site; and2    the Service Level Agreement for Microsoft Azure Services, available at http://azure.microsoft.com/support/legal/sla/, or a successor site,as amended by Microsoft from time to time.
Moral Rights 1    any moral rights arising under the Copyright Act 1968 (Cth);2    any rights described in Article 6bis of the Berne Convention for the Protection of Literary and Artistic Works 1886 (as amended or revised from time to time) being ‘droit moral’; and3    any other similar rights arising under any other law in Australia or anywhere else in the world at any time.
Notice of Dispute a notice of dispute issued under clause 21.2.
Online Services Commencement Date in respect of each Microsoft Online Service, the date of commencement of the Customer’s subscription to that Microsoft Online Service, as set out in the Agreement Details or otherwise agreed in writing by Satalyst and the Customer.
Online Services Subscription Term the duration of the Customer’s subscription to the Microsoft Online Services , as set out in the Agreement Details (including any renewal term), subject to any earlier termination or cancellation of the subscription in accordance with this agreement.
Online Services Terms the Microsoft Online Services Terms document, available at the Microsoft Licensing Site.
Personal Information ‘personal information’, ‘health information’ or similar as defined by an applicable Privacy Law.
Privacy Act the Privacy Act 1988 (Cth), the National Privacy Principles contained in Schedule 3 to that Act and any regulations, ancillary rules, guidelines, orders, directions, directives or other instrument made or issued thereunder.
Privacy Law any Law relating to the privacy, confidentiality or use of any information about individuals, including the Privacy Act.
Product List the description of Microsoft products, published at the Microsoft Licensing Site, as amended by Microsoft from time to time.
Personnel in relation to a party, that party’s employees, agents, consultants and subcontractors.
Related Company a related body corporate as that expression is defined in the Corporations Act.
Services 1    the provision of access to the Microsoft Azure Services in accordance with clause 3;2    the provision of licences and access details for the Microsoft Online Services in accordance with clause 3; and3    the provision of the Managed Services in accordance with clause 4.
Services Portal the web portal used by the Customer to access the Services.
Tax Invoice has the meaning given in A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Term the period specified in clause 2(a), as may be extended under clause 2(b).
Time and Materials Rates the time and materials rates set out in the Fees Schedule.
Title Guarantee a guarantee pursuant to any of sections 51, 52 or 53 of the Australian Consumer Law.
Use Rights the use rights or terms of service for each Microsoft Azure Service or Microsoft Online Service, published on the Microsoft Licensing Site, as amended by Microsoft from time to time.
 

1.2            General Interpretation

In this agreement:

(a)              Headings and bold type are for convenience only and do not affect the interpretation of this agreement.

(b)              The singular includes the plural and the plural includes the singular. Words of any gender include all genders.

(c)              Other parts of speech and grammatical forms of a word or phrase defined in this agreement have a corresponding meaning.

(d)              An expression importing a person includes any company, partnership, joint venture, association, corporation or other body corporate and any Government Agency as well as an individual.

(e)              A reference to a clause, party, schedule or attachment is a reference to a clause of, and a party, schedule or attachment to, this agreement and a reference to this agreement includes any schedule and attachment.

(f)               A reference to legislation includes all delegated legislation made under it and amendments, consolidations, replacements or re‑enactments of any of them.

(g)              A reference to a document (including a policy) includes all amendments or supplements to, or replacements or novations of, that document.

(h)              A reference to a party to a document includes that party’s successors and permitted assignees.

(i)               A promise on the part of 2 or more persons binds them jointly and severally.

(j)               A reference to an agreement other than this agreement includes a deed and any legally enforceable undertaking, agreement, arrangement or understanding,  whether or not in writing.

(k)              No provision of this agreement will be construed adversely to a party because that party was responsible for the preparation of this agreement or that provision.

(l)               A reference to Australian dollars, dollars, AUD, A$ or $ is a reference to Australian currency.

(m)            Specifying anything in this agreement after the words ‘include’ or ‘for example’ or similar expressions does not limit what else is included, unless there is express wording to the contrary.

(n)              Where the day on or by which any thing is to be done is not a Business Day, that thing must be done on or by the next Business Day.

2                Duration of agreement

(a)              This agreement commences on the Commencement Date, and continues for the period of time set out in the Agreement Details, unless terminated earlier or extended in accordance with its terms.

(b)              Unless clause 2(c) applies, then upon expiry of the period of time set out in clause 2(a), this agreement will automatically renew for the renewal period set out in the Agreement Details. If this agreement is automatically renewed, it will continue for the renewal period on the same terms.

(c)              If the Customer does not want this agreement to be renewed, the Customer must, not less than three months before the end of the Term, notify Satalyst in writing that it does not wish to renew the agreement. In that case, this agreement will expire upon the later of:

(1)              expiry of the period of time set out in clause 2(a); and

(2)              expiry of all then current Azure Subscription Terms and Online Services Subscription Terms.

3                Microsoft Azure Services and Microsoft Online Services

3.1            Access and licence to Microsoft services

(a)              On and from the Azure Services Commencement Date, and during the Azure Services Term, Satalyst must provide the Customer with access to the Microsoft Azure Services in accordance with this agreement.

(b)              On and from the Online Services Commencement Date, and during the Online Services Subscription Term, the Customer is licensed to:

(1)              access and use the Microsoft Online Services made available in Australia; and

(2)              install, use and run any on-premise Microsoft software provided by Satalyst to the Customer as part of a Microsoft Online Service, for the sole purpose of accessing that Microsoft Online Service,

in accordance with the Microsoft Cloud Agreement and this agreement. This licence is not perpetual and non-transferable and, in the case of any on-premise Microsoft software, is limited to the number of copies of that software licensed to the Customer as part of the Microsoft Online Service.

(c)              The Customer acknowledges that:

(1)              the Microsoft Azure Services and Microsoft Online Services are provided by Microsoft, and no part of the Microsoft Azure Services or Microsoft Online Services, or their availability, are within the control of Satalyst;

(2)              other than providing access to the Microsoft Azure Services, as they are made available by Microsoft to Satalyst, Satalyst has no responsibility for provision of the Microsoft Azure Services to the Customer; and

(3)              other than providing login details for the Microsoft Online Services, Satalyst has no responsibility for provision of the Microsoft Online Services to the Customer.

(d)              The Customer may allow its third party service providers to access the Microsoft Azure Services, but only for the purpose of, and to the extent necessary for, the provision of services to the Customer.

3.2            Conditions of Customer’s access or use

(a)              The Customer agrees to, and must comply with, the Microsoft Cloud Agreement. For clarity, a reference in that document to “you” or “Customer” is a reference to the Customer.

(b)              The Customer must not:

(1)              use the Microsoft Azure Services or Microsoft Online Services in any way inconsistent with, or other than as allowed under the Microsoft Cloud Agreement; or

(2)              do, or omit to do, anything that would cause Satalyst to be in breach of the Microsoft Cloud Reseller Agreement.

(c)              The Customer must not allow any person other than Satalyst or an Authorised User to access or use the Microsoft Azure Services or Microsoft Online Services.

(d)              The Customer:

(1)              must ensure that each Authorised User complies with the requirements of this clause 3.2 as if a reference to the Customer was a reference to the Authorised User;

(2)              is liable for the use of the Microsoft Azure Services by all Authorised Users.

(e)              The Customer must promptly inform Satalyst in writing of any known or suspected violations of the terms of the Microsoft Cloud Agreement by the Customer or an Authorised User.

(f)               The Customer must allow (including by providing relevant access credentials) Satalyst to access, use or modify the Microsoft Azure Services or Microsoft Online Services as the administrator of those Services for the purpose of providing the Services.

3.3            Minimum operating environment

(a)              The Customer is solely responsible for supplying and maintaining the software, hardware, operating system, network connections and other operational requirements required in order to access the Microsoft Azure Services and Microsoft Online Services.

(b)              The Customer acknowledges that its failure to comply with clause 3.3(a) may affect the Customer’s ability to successfully use the Microsoft Azure Services and Microsoft Online Services.

3.4            Third party content, services and transactions

The Customer acknowledges that Satalyst is not responsible for:

(a)               any third party content the Customer or an Authorised User accesses directly or indirectly via the Microsoft Azure Services or Microsoft Online Services;

(b)              any third party software or programs that are accessed through or hosted on the Microsoft Azure Services or Microsoft Online Services; or

(c)              any transactions the Customer or an Authorised User enters into through or in connection with the Microsoft Azure Services or Microsoft Online Services;

3.5            Service Credits

(a)              If the Microsoft Azure Services or the Microsoft Online Services do not meet the Microsoft Service Levels, Microsoft may, in its sole discretion, decide to award Service Credits in respect of the affected service. The Customer acknowledges that Satalyst is not responsible for any decision by Microsoft to award, or not award, Service Credits, or to take no action in response to the Customer’s claim for Service Credits.

(b)              If the Customer requests, Satalyst may, in its sole discretion, assist the Customer with preparing a claim to Microsoft for Service Credits. Any such assistance does not give rise to any liability on the part of Satalyst in respect of Microsoft’s decision to award, or not to award Service Credits, or to take no action no receipt of the Customer’s claim.

(c)              Subject to clause 3.3(d), Satalyst will pass on to the Customer any Service Credits awarded by Microsoft to Satalyst that relate specifically to the Customer’s use of the Microsoft Online Services. If the Service Credits relate to one or more Satalyst customers in addition to the Customer, then Satalyst will pass on the Service Credits to its customers (including the Customer) on a pro rata basis, as determined by Satalyst in its reasonable discretion.

(d)              Satalyst may apply the amount of the Service Credit to any overdue amount that is owing by the Customer.

3.6            Renewal of Microsoft services

The Customer acknowledges that, unless agreed otherwise by Satalyst and the Customer, the Customer’s subscription to Microsoft Azure Services and Microsoft Online Services are subject to auto-renewal in accordance with the Microsoft Cloud Agreement.

3.7            Termination of Microsoft services

On expiry or termination of an Azure Subscription Term or an Online Services Subscription Term:

(a)              the Customer’s right to access and use the applicable Microsoft Azure Service or Microsoft Online Service will cease; and

(b)              the Customer must immediately pay to Satalyst all Fees outstanding in respect of the expired or terminated Microsoft Azure Service or Microsoft Online Service at the date of termination or expiry,

4                Managed Services

4.1            Provision of Managed Services

(a)              On and from the Commencement Date, and during the Term, Satalyst must provide the Managed Services to the Customer in accordance with this agreement.

(b)              Satalyst must use its best endeavours to provide the Managed Services in accordance with the Managed Services Service Levels.

(c)              Satalyst will determine the method of delivering the Managed Services in its sole discretion. The Managed Services may be delivered via telephone, remotely or by on-site attendance.

(d)              Additional charges will apply to on-site attendance by Satalyst, as set out in the Fees Schedule.

4.2            Standard of services

(a)              Satalyst must provide and carry out the Managed Services in an efficient and professional manner, and in accordance with standards generally observed in the IT industry or profession for similar services.

(b)              Satalyst will use best endeavours to supply the Managed Services, but Satalyst does not warrant that supply will be uninterrupted or error free. Despite anything else in this agreement, the Customer acknowledges and accepts that the Managed Services may not be available in all circumstances.

(c)              All services that the Client requires in connection with its network, systems or infrastructure, other than the Managed Services as expressly described in this agreement, are not within the scope of the Managed Services. Any out-of-scope services that Satalyst provides will be charged at Time and Materials Rates.

4.3            Conduct on site and on remote access

Satalyst must ensure that its Personnel, and its subcontractors' Personnel, comply with the Customer's reasonable security requirements and other reasonable Customer policies and procedures notified to Satalyst from time to time at all times when:

(a)              present at any Customer premises; or

(b)              accessing the Customer’s systems or networks by remote electronic means.

5                Changes to Services

5.1            Adding and removing Microsoft Azure Services and Microsoft Online Services

(a)              Subject to any limitations imposed by Microsoft, the Customer may add and remove Microsoft Azure Services at any time using the access and tools provided by Microsoft at their own risk.

(b)              Subject to any limitations imposed by Microsoft, the Customer may:

(1)              subscribe to new Microsoft Online Services or additional licences of existing Microsoft Online Services; or

(2)              remove Microsoft Online Services or decrease the quantity of any licences for Microsoft Online Services,

by providing notice via email to Satalyst, specifying the services it wishes to add, increase, remove or decrease. Satalyst will promptly notify Microsoft of the Customer’s request.

(c)              Any change to the Microsoft Azure Services or Microsoft Online Services will take effect from the date it is given effect by Microsoft. For clarity, removal of, or decrease in the quantity of licences for, a Microsoft Online Service will take effect (subject to limitations imposed by Microsoft) only on expiry of the then current Online Services Subscription Term for that Microsoft Online Service.

(d)              Any increase or decrease in the Fees for Microsoft Azure Services and Microsoft Online Services will be on a pro-rata basis, calculated (at the then prevailing rates) from the date the change is given effect by Microsoft, and will be included on the next or subsequent Tax Invoice issued by Satalyst for the relevant Services.

5.2            Adding and removing Managed Services

(a)              If the Customer wishes to:

(1)              subscribe to new services similar to the Managed Services, or increase the quantity of the Managed Services it receives; or

(2)              remove any Managed Services, or decrease the quantity of the Managed Services it receives,

it may provide one month’s notice via email to Satalyst, specifying the services it wishes to add or increase.

(b)              Satalyst will accept any request that corresponds to a change to the Microsoft Azure Services or Microsoft Online Services pursuant to clause 5.1. Satalyst may accept or reject any other such request in its sole discretion.

(c)              Any new or increased Managed Services will be charged to the Customer at Satalyst’s then prevailing rates for the Managed Services.

(d)              Any change to the Managed Services will take effect only when Satalyst sends to the Customer written or electronic confirmation of the new or increased Services.

6                Fees and payment

6.1            Fees

(a)              The Customer must pay to Satalyst the Fees set out in the Fees Schedule. The Fees are payable monthly.

(b)              Satalyst will provide a Tax Invoice for the Fees. Fees due for a particular period which do not appear on a Tax Invoice for that period may appear on future Tax Invoices.

(c)              The Customer must pay the amount shown on each Tax Invoice within the time set out in the Agreement Details, and in the manner Satalyst directs.

(d)              The Customer must make all payments due under this agreement without set-off or deduction of any kind.

6.2            Amounts in dispute

(a)              Satalyst’s records are prima facie evidence of the Fees payable by the Customer under this agreement, except to the extent that those records are established to be materially incorrect.

(b)              If the Customer, in good faith, disputes an amount in a Tax Invoice, the Customer must notify Satalyst in writing, within [5] Business Days of the date of the Tax Invoice, setting out the amount in dispute and the reasons for the dispute.

(c)              Satalyst will, within 10 Business Days of receiving the Customer’s notice in writing, review the Tax Invoice for the purposes of resolving the dispute.

(d)              The Customer is not entitled to withhold payment of the undisputed amount of any Tax Invoice.

6.3            Review of Fees

(a)              Satalyst may, in its sole discretion, change the Fees:

(1)              in accordance with the fee review mechanism set out in the Fee Schedule; and

(2)              from time to time, if Microsoft changes the amounts it charges to Satalyst in respect of the Microsoft Azure Services or Microsoft Online Services, in a manner proportional to the change in Microsoft’s fees.

(b)              Satalyst will notify the Customer of any change to the Fees under clause 6.3(a), and the change will take effect from the date set out in Satalyst’s notice.

7                Customer’s general obligations

7.1            General obligations

The Customer must:

(a)              comply promptly with Satalyst’s reasonable directions in relation to the provision of the Services;

(b)              provide all reasonable assistance requested by Satalyst Personnel in the diagnosis of any problem within the Customer’s computer systems or networks, and follow any reasonable direction of Satalyst in doing so;

(c)              provide the telecommunication facilities reasonably required by Satalyst for the provision of remote services;

(d)              provide Satalyst with access to its computer systems and networks for the purposes of providing the Services, including providing any passwords and other information that Satalyst requires for such access;

(e)              provide Satalyst Personnel with reasonable and safe access to its premises for the purposes of providing the Services;

(f)               make available free of charge and within a reasonable time all other information, facilities and services reasonably required to enable Satalyst to provide the Services;

(g)              provide Satalyst with any other assistance that Satalyst reasonably requests in order to provide the Services; and

(h)              comply with, and ensure all its Personnel comply with, all Laws concerning the Customer’s use of the Services.

(i)               provide Satalyst with and notify Satalyst of internal processes and procedures to be followed in maintaining their environment and systems under this agreement.

7.2            Security

(a)              The Customer must:

(1)              not insert or activate, or permit a third party to insert or activate any Disabling Code into the Customer’s systems used for accessing the Services, or into Satalyst’s systems, at any time, including upon termination of this agreement;

(2)              take reasonable commercial measures to protect the Customer’s systems, and ensure each Authorised User takes reasonable commercial measures to protect the Authorised User’s systems, against any Disabling Code; and

(3)              maintain the security and confidentiality of, and ensure each Authorised User maintains the security and confidentiality of, the passwords and other information used by Authorised Users to access the Services.

(b)              Without limiting the Customer’s obligations in clause 7.2(a), the Customer must comply with:

(1)              Satalyst’s information security policies made available to the Customer from time to time; and

(2)              Satalyst’s reasonable directions relating to the security and integrity of Satalyst or the Customer’s information systems.

8                Dealing with third parties

8.1            Third party vendors of Customer

(a)              If Satalyst will be dealing with third party vendors of the Customer as part of the Managed Services, the Customer must obtain from the third party vendor and grant to Satalyst the same rights of access to, and benefits and use of, any third party facilities, documentation, materials and services that the Customer is granted from the third party vendor, for Satalyst to use solely in the provision of the Managed Services.

(b)              Satalyst is not liable for any acts or omissions of any third party vendor.

8.2            Subcontractors

(a)              Satalyst will not subcontract the Services under this agreement.

9                Suspension or unavailability of Services

9.1            Suspension of Services

(a)              Without limiting any of Satalyst’s rights or remedies under this agreement or at law, Satalyst may limit or suspend the provision of the Services to the Customer by notice in writing with immediate effect if:

(1)              an Emergency occurs;

(2)              Satalyst is directed or required to do so by law;

(3)              the Customer fails to pay an amount that is due and payable under clause 5 and that remains unpaid for 15 Business Days past its due date  (other than an amount that is the subject of a good faith dispute);

(4)              Satalyst reasonably believes that, in the course of using the Services, the Customer or any Authorised User has breached a person’s rights or any Law;

(5)              Satalyst reasonably believes that the Customer has failed to comply with its obligations under clause 3; or

(6)              an Insolvency Event occurs in relation to the Customer.

(b)              Satalyst may limit, suspend or cancel an Authorised User’s access to the Services without notice to the Customer if:

(1)              the Authorised Person fails to comply with clause 3.2; or

(2)              Satalyst reasonably believes that, in the course of using the Services, the Authorised User has breached a person’s rights (including any Intellectual Property Rights) or any Law.

9.2            Unavailability of Services

(a)              Any or all of the Services may be unavailable during periods of scheduled Maintenance, which Satalyst will attempt to perform at off-peak times. If the Maintenance period is expected to last more than 30 minutes, Satalyst will notify the Customer, either by posting a notice regarding the Maintenance to its mailing list or to the Services Portal,  or by any other means.

(b)              Any or all of the Services may be unavailable during unscheduled Maintenance periods. Once the unscheduled Maintenance is completed and the Services are available again, Satalyst will notify the Customer regarding the Maintenance and its conclusion, either by posting a notice to its mailing list or to the Services Portal, or by any other means.

(c)              The Customer acknowledges that the Internet is not consistently reliable, and any or all of the Services (including the Services Portal) may be unavailable or operate slower than usual due to issues related to network connectivity, your telecommunications infrastructure or the Internet generally.

10            Termination

10.1         Termination by Satalyst for cause

Satalyst may, in its absolute discretion, terminate this agreement:

(a)              immediately by notice to the Customer if the Customer breaches this agreement and, in Satalyst’s reasonable opinion, the breach:

(1)              cannot be remedied; or

(2)              can be remedied, but the Customer does not remedy it within 15 Business Days after Satalyst gives the Customer notice of the breach;

(b)              immediately by notice to the Customer if an Insolvency Event occurs in relation to the Customer;

(c)              immediately by notice to the Customer if Microsoft ceases to provide the Microsoft Azure Services or Microsoft Online Services to Satalyst; or

(d)              on 30 days notice to the Customer if Satalyst stops offering managed services as part of its business.

10.2         Termination by Customer for cause

The Customer may terminate this agreement immediately by notice to Satalyst if:

(a)              Satalyst breaches this agreement and, in the Customer’s reasonable opinion, the breach:

(1)              cannot be remedied; or

(2)              can be remedied, but Satalyst does not remedy it within 15 Business Days after the Customer gives Satalyst notice of the breach; or

(b)              an Insolvency Event occurs in relation to the Satalyst.

10.3         Consequences of termination

(a)              On expiry or termination of this agreement:

(1)              the Customer must immediately pay to Satalyst all Fees outstanding at the date of termination or expiry;

(2)              each party must promptly return, and must ensure that its Personnel promptly return, any Confidential Information of the other party in its possession, custody or control, except as permitted under clause 10.3(c); and

(3)              the Customer’s right to access and use the Microsoft Azure Services and Microsoft Online Services will cease.

(b)              The termination of this agreement does not affect any of Satalyst’s other rights or remedies.

(c)              If this agreement is terminated, each party may retain one copy of the Confidential Information of the other party, for the sole purpose of, and only to the extent required to, comply with any applicable Laws relating to archiving or recordkeeping.

11            Warranties

11.1         General representations and warranties

Each party represents and warrants to the other that:

(a)              the execution of this agreement has been properly authorised;

(b)              it is entitled to enter into this agreement and perform its obligations under this agreement;

(c)              it has full corporate power to execute, deliver and perform its obligations under this agreement; and

(d)              this agreement constitutes a legal, valid and binding obligation on it enforceable in accordance with its terms by appropriate legal remedy.

11.2         Satalyst’s warranties relating to the Services

Satalyst represents and warrants that:

(a)              it will provide the Services with due care, skill and diligence in a timely and professional manner;

(b)              it will provide the Services using an adequate number of appropriately trained, skilled and experienced personnel; and

(c)              it will provide the Services in accordance with, and will at all times comply with, all applicable Laws.

11.3         Customer’s warranties relating to the Data

The Customer represents and warrants that the Customer Data does not:

(a)              breach any applicable Law;

(b)              breach any person’s rights (including any Intellectual Property Rights);

(c)              arise from a breach of clause 3.2 or a breach of any person’s rights (including any Intellectual Property Rights); or

(d)              arise from unauthorized access to or disruption of any service, data, account, or network in connection with the use of the Services.

12            Liability limits

12.1         Limit of liability for Consumer Guarantees

If the Customer is a Consumer, Satalyst’s liability to the Customer for failure to comply with any applicable Consumer Guarantee is limited to (at Satalyst’s election):

(a)              in relation to goods:

(1)              replacing the goods or supplying equivalent goods (or paying the cost of either); or

(2)              repairing the goods, or paying the cost of having the goods repaired; or

(b)              in relation to services:

(1)              resupplying the services to the Customer; or

(2)              paying the cost of having the services resupplied to the Customer.

12.2         Other limit of liability

In relation to Satalyst’s other liability (other than liability for failure to comply with an applicable Consumer Guarantee):

(a)              the aggregate liability of Satalyst for loss or damage sustained by the Customer in connection with this agreement (whether under statute, in contract or in tort, including for negligence, or otherwise) is limited to the amount of Fees received by Satalyst from the Customer under this agreement in the 12 months immediately preceding the act or omission giving rise to the liability;

(b)              Satalyst is not liable for any Indirect Loss or Consequential Loss suffered in connection with this agreement, whether arising under contract, tort, including negligence, or otherwise;

(c)              Satalyst is not liable for any Losses the Customer suffers or incurs by or in connection with this agreement that is caused by (or to the extent contributed to by) the acts or omissions of:

(1)              the Customer;

(2)              any person for whom the Customer is responsible; or

(3)              a third party; and

(d)              Satalyst is not liable for any Losses the Customer suffers or incurs due to factors outside Satalyst’s reasonable control.

12.3         When the limit of liability does not apply

(a)              Clauses 12.1 and 12.2 do not apply:

(1)              in relation to a Title Guarantee;

(2)              to the extent that it is not Fair or Reasonable for Satalyst to rely on them; or

(3)              in relation to Consumer Goods or Consumer Services Satalyst supplies to the Customer.

13            Insurance

The Customer must ensure that all of the Customer’s software, hardware and data is comprehensively insured against any foreseeable loss and damage, including Indirect Loss.

14            Intellectual Property Rights

14.1         Satalyst Intellectual Property Rights

The Customer acknowledges and agrees that:

(a)              all Intellectual Property Rights of Satalyst used by or in connection with the Managed Services; and

(b)              all Intellectual Property Rights created in the course of or in connection with the provision of the Managed Services,

vest, or will vest upon its creation, in Satalyst.

14.2         Customer Intellectual Property Rights

Satalyst acknowledges and agrees that:

(a)              all Background Intellectual Property Rights of the Customer remains vested in the Customer; and

(b)              nothing in this agreement transfers any interest in the Customer’s Background Intellectual Property Rights to Satalyst.

15            Customer Data

15.1         Customer’s obligations

(a)              The Customer is solely responsible for the quality, accuracy and operation of the Customer Data.

(b)              The Customer consents to Satalyst’s use of the Customer Data:

(1)              for the purpose of providing the Services to the Customer;

(2)              to verify compliance by the Customer and Authorised Users with this agreement;

(3)              as required or authorised by law; and

(4)              to fulfil Satalyst’s obligations in connection with this agreement.

15.2         Satalyst’s obligations

(a)              Satalyst must not:

(1)              use the Customer Data for any purpose other than the provision of services to the Customer; or

(2)              withhold access to the Customer Data from the Customer or an Authorised User except as set out in clause 9,

without the Subscriber’s permission.

(b)              Subject to clause 15.2(c)(b), Satalyst must take all commercially reasonable steps to:

(1)              ensure that any Customer Data on Satalyst’s computer systems is protected from unauthorised access or use (on-line, physically or otherwise) by any person, and from alteration, misuse, damage or destruction by any person; and

(2)              prevent the download or insertion of any Disabling Code into any Customer Data on Satalyst’s computer systems.

(c)              The Customer acknowledges that the obligation in clause 15.2(b) does not extend to Customer Data that is stored using the Microsoft Azure Services or Microsoft Online Services, but is not stored on Satalyst’s own computer systems.

15.3         Customer Data provided to Microsoft

(a)              The Customer acknowledges that Customer Data will be provided to Microsoft.

(b)              The Customer consents to Microsoft’s use of the Customer Data in the manner described in the Microsoft Cloud Agreement.

16            Confidentiality

16.1         Confidentiality

(a)              Each party agrees to keep confidential, and not to use or disclose, other than as permitted by this agreement, any Confidential Information of the other party.

(b)              The obligation of confidence in clause 16.1(a) extends to Confidential Information provided to or obtained by a party before entering into this agreement.

16.2         Exclusions

The obligation of confidence in clause 16.1 does not apply to Confidential Information that is:

(a)              required to be disclosed by applicable Law or the rules of any stock exchange upon which the recipient’s securities are listed, provided that the recipient:

(1)              discloses the minimum amount of Confidential Information required to satisfy the Law or rules; and

(2)              before disclosing any information, the recipient provides a reasonable amount of notice to the discloser and exhausts all reasonable steps (whether required by the discloser or not) to maintain the Confidential Information in confidence;

(b)              in the public domain otherwise than as a result of a breach of this agreement or another obligation of confidence;

(c)              independently developed by the recipient; or

(d)              already known by the recipient independently of its involvement in this agreement or interaction with the other party and free of any obligation of confidence.

16.3         Permitted disclosures

(a)              Each party may disclose Confidential Information of the other party only on a ‘need‑to‑know’ and confidential basis:

(1)              with the prior written consent of the other party;

(2)              to its Personnel; or

(3)              to its Related Companies,

for the exercise of rights or the performance of obligations under this agreement.

(b)              Each party who discloses Confidential Information of the other party pursuant to clause 16.3(a) must ensure that the information is kept confidential by the recipients.

16.4         Preventing disclosures

Each party must take all steps and do all things as may be reasonably necessary, prudent or desirable in order to safeguard the confidentiality of the Confidential Information of the other party.

16.5         Remedies for breach

(a)              Each party acknowledges that the value of the other party’s Confidential Information is such that an award of damages or an account of profits may not adequately compensate if this clause 16 is breached.

(b)              Each party acknowledges that, without in any way compromising its right to seek damages or any other form of relief in the event of a breach of this clause 16, a party may seek and obtain an ex‑parte interlocutory or final injunction to prohibit or restrain the other party or its Personnel from any breach or threatened breach of this clause 16.

17            Privacy

(a)              Each party agrees to be bound by applicable Laws relating to privacy and data protection with respect to any act done, or practice engaged in, by that party in the course of this agreement.

(b)              The Customer must notify individual Authorised Users that their personal information may be processed by Satalyst and Microsoft:

(1)              in the manner described in the Microsoft Cloud Agreement; and

(2)              otherwise as required for the purposes of providing the Services to the Customer or for the purposes of disclosing that personal information to law enforcement or other governmental authorities as directed by Satalyst; and

(c)              Before permitting an Authorised User to use or access any Microsoft Azure Service or Microsoft Online Service, obtain the consent of each Authorised User to the use and processing of their personal information in the manner described in clause 17(b).

(d)              Each party agrees to promptly notify the other party if it becomes aware of a breach of this clause 17.

18            Non-solicitation

(a)              The Customer must not, during the term of this agreement and for a period of 6 months following termination or expiry of this agreement, either directly or indirectly on your own behalf or through any other business, person, partnership, company or other entity, contact, deal with, solicit or attempt to entice away or accept the custom or business of any of Satalyst’s customers, clients, associates, agents, principals or suppliers.

(b)              If the Customer, without Satalyst’s written agreement, employs or contracts a person who is employed or contracted by Satalyst, the Customer agrees to pay Satalyst a fixed fee of $75,000.

19            Benefit of Services

Unless Satalyst agrees otherwise in writing, Satalyst’s undertakings in this agreement are solely for the Customer’s benefit and may not, without Satalyst’s prior written consent, be relied on by another person.

20            Goods and Services Tax (GST Exclusive Prices)

(a)              Any reference in this clause 20 to a term defined or used in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) is, unless the context indicates otherwise, a reference to that term as defined or used in that Act.

(b)              Unless expressly included, the consideration for any supply made under or in connection with this agreement does not include an amount on account of GST in respect of the supply (GST Exclusive Consideration) except as provided under this clause 20.

(c)              Any amount referred to in this agreement (other than an amount referred to in clause 20(g)) which is relevant in determining a payment to be made by one of the parties to the other is, unless indicated otherwise, a reference to that amount expressed on a GST exclusive basis.

(d)              To the extent that GST is payable in respect of any supply made by a party (Supplier) under or in connection with this agreement, the consideration to be provided under this agreement for that supply (unless it is expressly stated to include GST) is increased by an amount equal to the GST Exclusive Consideration (or its GST exclusive market value if applicable) multiplied by the rate at which GST is imposed in respect of the supply.

(e)              The recipient must pay the additional amount payable under clause 20(d) to the Supplier at the same time as the GST Exclusive Consideration is otherwise required to be provided.

(f)               Whenever an adjustment event occurs in relation to any taxable supply made under or in connection with this agreement the Supplier must determine the net GST in relation to the supply (taking into account any adjustment) and if the net GST differs from the amount previously paid under clause 20(e), the amount of the difference must be paid by, refunded to or credited to the recipient, as applicable.

(g)              If one of the parties to this agreement is entitled to be reimbursed or indemnified for a loss, cost, expense or outgoing incurred in connection with this agreement, then the amount of the reimbursement or indemnity payment must first be reduced by an amount equal to any input tax credit to which the party being reimbursed or indemnified (or its representative member) is entitled in relation to that loss, cost, expense or outgoing and then, if the amount of the payment is consideration or part consideration for a taxable supply, it must be increased on account of GST in accordance with clause 20(d).

21            Dispute Resolution

21.1         Condition precedent to litigation

Subject to clause 21.6, it is a condition precedent to either party issuing proceedings in respect of a Dispute that:

(a)              a Notice of Dispute has been delivered in relation to the Dispute; and

(b)              the issuing party has complied:

(1)              with its obligations under clause 21.3, if applicable; and

(2)              to the extent reasonably possible, with its obligations under clause 21.4.

21.2         Notice of Dispute

(a)              In the event of a Dispute, either party may deliver a written notice to the other party (Notice of Dispute) which:

(1)              states that it is a Notice of Dispute under this clause 21.2;

(2)              identifies the Dispute;

(3)              states the alleged relevant facts that are relied on;

(4)              identifies any documents common to the parties which are relied on and refers to any relevant parts;

(5)              identifies and encloses a copy of any other document relied on and refers to any relevant parts; and

(6)              states the terms on which it is alleged the Dispute should be resolved.

(b)              A Notice of Dispute may deal with more than one Dispute.

21.3         Response

Within 10 Business Days after a Notice of Dispute has been delivered by a party, the other party must deliver a written response (Response) which attempts to narrow and clarify the scope of the relevant Dispute and to explain the position of the responding party. A Response must:

(a)              identify areas of agreement;

(b)              identify any relevant documents not referred to in the Notice of Dispute;

(c)              refer to any relevant parts of documents not referred to in the Notice of Dispute; and

(d)              identify and enclose a copy of any document referred to in the Response which is not common to the parties.

21.4         Without prejudice meeting

(a)              If, within 20 Business Days after delivery of a Notice of Dispute, the relevant Dispute has not been wholly resolved:

(1)              either party may give the other party not less than 5 Business Days and not more than 10 Business Days written notice of the time (which must be within normal business hours) and place (which must be at or reasonably proximate to the place of the business of the Customer or at a place reasonably convenient to both parties) for a without prejudice meeting; and

(2)              representatives of the parties who have authority to resolve the Dispute must meet at the time and place referred to in a written notice given under clause 21.4(a)(1).

(b)              At a without prejudice meeting convened pursuant to this clause 21.4, both parties must use their best endeavours to resolve the whole of the Dispute, or so much of the Dispute as may be possible to resolve. To the extent that the Dispute is not wholly resolved both parties must use their best endeavours to:

(1)              identify any relevant facts, documents and parts of documents which are agreed;

(2)              identify relevant facts, documents or issue with respect to which there is genuine disagreement; and

(3)              agree an appropriate process by which to resolve the matters of disagreement.

(c)              Communications between the parties during a without prejudice meeting convened pursuant to this clause 21.4, whether oral or in writing, will not be admissible as evidence in any legal process unless in writing and signed by both parties.

21.5         Continued performance of the agreement

Despite the existence of a Dispute, the parties must continue to perform their respective obligations under the agreement.

21.6         Urgent relief

Nothing in this clause 21 prevents a party issuing proceedings where the only relief sought is urgent injunctive or urgent declaratory relief.

22            Notices

22.1         Form of Notice

A notice or other communication to a party under this agreement (Notice) must be:

(a)              in writing and in English; and

(b)              addressed to that party in accordance with that party’s details as set out in the Agreement Details, or any alternative details nominated to the sending party by Notice.

22.2         How Notice must be given and when Notice is received

(a)              A Notice must be given by one of the permitted methods set out in the table below.

(b)              A Notice is regarded as given and received at the time set out in the table below.

(c)              However, if this means the Notice would be regarded as given and received outside the period between 9.00am and 5.00pm (addressee’s time) on a Business Day (business hours period), then the Notice will instead be regarded as given and received at the start of the following business hours period.

Method of giving Notice Who may use this method When Notice is regarded as given and received
By hand to the nominated address Both parties When delivered to the nominated address
By pre‑paid post to the nominated address Both parties At 9.00am (addressee’s time) on the fifth Business Day after the date of posting
 
By email to the nominated email address Both parties When the email (including any attachment) comes to the attention of the recipient party or a person acting on its behalf.
By posting a notice to the Services Portal Satalyst At 9.00am on the day after the notice is posted to the Services Portal.

23            General

23.1         Governing law and jurisdiction

(a)              This agreement is governed by the law in force in Western Australia.

(b)              Each party irrevocably submits to the non‑exclusive jurisdiction of courts exercising jurisdiction in Western Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process in these courts on the basis that the process has been brought in an inconvenient forum.

23.2         Invalidity and enforceability

(a)              If any provision of this agreement is invalid under the law of any jurisdiction the provision is enforceable in that jurisdiction to the extent that it is not invalid, whether it is in severable terms or not.

(b)              Clause 23.2(a) does not apply where enforcement of the provision of this agreement in accordance with clause 23.2(a) would materially affect the nature or effect of the parties’ obligations under this agreement.

23.3         Waiver

No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver. The meanings of the terms used in this clause 23.3 are set out below.  
Term Meaning
conduct includes delay in the exercise of a right.
right any right arising under or in connection with this agreement and includes the right to rely on this clause.
waiver includes an election between rights and remedies, and conduct which might otherwise give rise to an estoppel.
 

23.4         Variation

A variation of any term of this agreement must be in writing and signed by the parties.

23.5         Assignment

The Customer must not assign its rights under this agreement, or novate all or any part of its rights or liabilities under this agreement, without Satalyst’s prior written consent.

23.6         Further action to be taken at each party’s own expense

Each party must, at its own expense, do all things and execute all documents necessary to give full effect to this agreement and the transactions contemplated by it.

23.7         Counterparts

(a)              This agreement may be executed in any number of counterparts.

(b)              All counterparts, taken together, constitute one instrument.

(c)              A party may execute this agreement by signing any counterpart.

23.8         Relationship of the parties

(a)              Nothing in this agreement gives a party authority to bind any other party in any way.

(b)              Nothing in this agreement imposes any fiduciary duties on a party in relation to any other party.

23.9         Survival of obligations

(a)              Clauses 1, 3.2, 10.3, 11 to 18, 21 and 23 and any other obligations which are expressed to or, by their nature, survive expiry or termination of this agreement, will survive expiry or termination of this agreement and are enforceable at any time at law or in equity.

(b)              The provisions of this agreement survive expiry or termination of this agreement to the extent necessary to give effect to clause 23.9(a).

      Schedule 1 Managed Services – Detailed description 1                Service Desk

(1)              by telephone, using the telephone number provided by Satalyst; or

(2)              via email to support@satalyst.com

(Systems Issues). outside Support Hours, the Customer will be deemed to have reported the Software Defect to Satalyst on the next commencement of Support Hours.

(a)              The Service Desk will make an initial assessment of the incident or request and attempt to resolve the incident or satisfy the request.

(b)              If the Service Desk is unable to resolve the incident or request, it may liaise with relevant third-party suppliers to resolve the incident or complete the request.

(c)              The Service Desk will:

(1)              log and provide a job reference number for each incident and request that the Customer should reference when making any enquiries in relation to the incident or request;

(2)              track each incident and request through to resolution or completion;

(3)              provide regular status updates for each incident and request; and

(4)              close incidents and requests after confirming with the Customer that the incident has been resolved or the request has been completed.

(d)              When reporting incidents, the Customer must provide the relevant information required by Satalyst to resolve incidents.

Satalyst must use its best endeavours to meet the Service Levels set out below for: Satalyst must use its best endeavours to answer calls and email support requests by the Customer to the Service Desk during Support Hours and answer technical and user questions within the timeframes specified in the following table:  
Time to Answer Calls Time to Respond to Email Support Requests Time to Answer Questions
2 minutes 2 hours 4 hours
If the Systems Issue relates to a Microsoft Online Service, then Satalyst will refer the Systems Issue to Microsoft for resolution in accordance with the relevant SLA. Satalyst must use its best endeavours to refer the Systems Issue to, and follow up the Issue with Microsoft within the timeframes specified in the following table:
Severity Time to Refer Issue Frequency of Follow Up
Critical Impact 1 hour 4 hours
Moderate Impact 4 hours 1 day
Minimal Impact 8 hours 2 days
2                Virtual Machine, Server and Service Monitoring Virtual machine server and service monitoring will be carried out during normal business hours (Western Standard Time) on Business Days or as otherwise agreed as per TBC schedule

(a)              Virtual Machine, Server and Service monitoring will be conducted utilising tool sets chosen by Satalyst. Monitoring may include, but it not limited to:

(1)              Uptime status;

(2)              CPU and memory utilisation;

(3)              Disk capacity;

(4)              Service monitoring.

(b)              The Service Desk will make an initial assessment of the monitoring alert and attempt to resolve the alert.

(c)              If the Service Desk is unable to resolve the alert, it may liaise with relevant third-party suppliers to resolve the alert.

(d)              The Service Desk will:

(1)              log an incident and provide a job reference number for each alert to the Customer contact;

(2)              track each incident through to resolution or completion;

(3)              provide regular status updates for each incident; and

(4)              close incidents after confirming with the Customer that the incident has been resolved.

(e)              When reporting incidents, the Customer must provide the relevant information required by Satalyst to resolve incidents.

  Satalyst must use its best endeavours to meet the Service Levels set out below for: Satalyst must use its best endeavours to respond to and log monitoring alerts received by  the Service Desk during Support Hours within the timeframes specified in the following table:  
Time to Acknowledge Alerts Time to Log and Respond to Alert Incident
30 minutes 1 hour
If the Systems Issue relates to a Microsoft Online Service, then Satalyst will refer the Systems Issue to Microsoft for resolution in accordance with the relevant SLA. Satalyst must use its best endeavours to refer the Systems Issue to, and follow up the Issue with Microsoft within the timeframes specified in the following table:
Severity Time to Refer Issue Frequency of Follow Up
Critical Impact 1 hour 4 hours
Moderate Impact 4 hours 1 day
Minimal Impact 8 hours 2 days
  3                Microsoft Updates to Servers and Workstations Microsoft updates to workstations will be carried out during normal business hours (Western Standard Time) on Business Days at a scheduled agreed time. Microsoft updates to servers will be carried out at a scheduled agreed time.

(a)              Microsoft updates for servers and workstations will be conducted utilising tool sets chosen by Satalyst. Microsoft updates include, but are not limited to:

(1)              Critical updates;

(2)              Security updates;

(3)              Service packs;

(4)              Update rollups.

(b)              The Service Desk will make assessments of available updates as reported by the toolset

(c)              Workstation Updates

(1)              Will be applied during business hours at a scheduled agreed time (recommended weekly)

(2)              To be completed without change management controls

(3)              Confirmation of patching will be shown by toolset used

(d)              Server Updates

(1)              Will be applied at a scheduled agreed time (recommended monthly)

(2)              Will be completed with change management controls applied

(3)              Confirmation of patching will be completed with operating system testing

(e)              The Service Desk will:

(1)              Review patching availability from toolset;

(2)              Raise required changes for server patching;

(3)              Review outputs from patched deployments in toolset;

(4)              Provide operating system testing for server patching

(f)               Critical zero-day patching will be applied on an as needed basis as agreed with the business

 
Percentage of Available Workstations Patched Percentage of Available Servers Patched
As per agreed patching schedule As per agreed patching schedule
  4                User Administration

(1)              by telephone, using the telephone number provided by Satalyst; or

(2)              via email to support@satalyst.com

(Systems Issues). outside Support Hours, the Customer will be deemed to have reported the Software Defect to Satalyst on the next commencement of Support Hours.    

(a)              The Service Desk will process requests for user setup, user permission changes and user decommissioning in line with customer standard business processes for user administration as agreed with the customer at the time of setup. Requests outside of these standard business processes for user administration will need to be made by a customer authorised person in order for Satalyst to carry them out.

(b)              The Service Desk will process requests for administrative access in line with customer standard business processes for user administration as agreed with the customer at the time of setup. These administrative access requests must be approved by a customer authorised person in order for Satalyst to carry them out.

    Satalyst must use its best endeavours to meet the Service Levels set out below for: Satalyst must use its best endeavours to answer user administration calls and email support requests by the Customer to the Service Desk during Support Hours and answer technical and user questions within the timeframes specified in the following table:  
Time to Answer Calls Time to Respond to Email Support Requests Time to Answer Questions
2 minutes 2 hours 4 hours
If the Systems Issue relates to a Microsoft Online Service, then Satalyst will refer the Systems Issue to Microsoft for resolution in accordance with the relevant SLA. Satalyst must use its best endeavours to refer the Systems Issue to, and follow up the Issue with Microsoft within the timeframes specified in the following table:
Severity Time to Refer Issue Frequency of Follow Up
Critical Impact 1 hour 4 hours
Moderate Impact 4 hours 1 day
Minimal Impact 8 hours 2 days
  5                Subscription Management (Microsoft Online Services and Azure Services)

(1)              by telephone, using the telephone number provided by Satalyst; or

(2)              via email to support@satalyst.com

(Systems Issues). outside Support Hours, the Customer will be deemed to have reported the Software Defect to Satalyst on the next commencement of Support Hours.  

(a)              Administrative access to Azure Subscriptions and Services will be provided in accordance with the security access design and governance policies agreed with the customer

(b)              Provisions of and changes to Azure subscriptions and resources as well as Microsoft Online Services licenses will be actioned in line with customer standard business processes as agreed with the customer at the time of setup. These requests must be approved by a customer authorised person in order for Satalyst to carry them out.

(c)              The Service Desk will make an initial assessment of the subscription management incident or request and attempt to resolve the incident or satisfy the request.

(d)              If the Service Desk is unable to resolve the incident or request, it may liaise with relevant third-party suppliers to resolve the incident or complete the request.

(e)              The Service Desk will:

(1)              log and provide a job reference number for each incident and request that the Customer should reference when making any enquiries in relation to the incident or request;

(2)              track each incident and request through to resolution or completion;

(3)              provide regular status updates for each incident and request; and

(4)              close incidents and requests after confirming with the Customer that the incident has been resolved or the request has been completed.

(f)               When reporting incidents, the Customer must provide the relevant information required by Satalyst to resolve incidents.

  Satalyst must use its best endeavours to meet the Service Levels set out below for: Satalyst must use its best endeavours to answer calls and email support requests by the Customer to the Service Desk during Support Hours and answer technical and user questions within the timeframes specified in the following table:  
Time to Answer Calls Time to Respond to Email Support Requests Time to Answer Questions
2 minutes 2 hours 4 hours
If the Systems Issue relates to a Microsoft Online Service, then Satalyst will refer the Systems Issue to Microsoft for resolution in accordance with the relevant SLA. Satalyst must use its best endeavours to refer the Systems Issue to, and follow up the Issue with Microsoft within the timeframes specified in the following table:
Severity Time to Refer Issue Frequency of Follow Up
Critical Impact 1 hour 4 hours
Moderate Impact 4 hours 1 day
Minimal Impact 8 hours 2 days
    6                Desktop Support

(1)              by telephone, using the telephone number provided by Satalyst; or

(2)              via email to support@satalyst.com

(Systems Issues). outside Support Hours, the Customer will be deemed to have reported the Software Defect to Satalyst on the next commencement of Support Hours.  

(a)              The Service Desk will make an initial assessment of the desktop support incident or request and attempt to resolve the incident or satisfy the request.

(b)              If the Service Desk is unable to resolve the incident or request, it may liaise with relevant third-party suppliers to resolve the incident or complete the request.

(c)              The Service Desk will:

(1)              log and provide a job reference number for each incident and request that the Customer should reference when making any enquiries in relation to the incident or request;

(2)              track each incident and request through to resolution or completion;

(3)              provide regular status updates for each incident and request; and

(4)              close incidents and requests after confirming with the Customer that the incident has been resolved or the request has been completed.

(d)              When reporting incidents, the Customer must provide the relevant information required by Satalyst to resolve incidents.

  Satalyst must use its best endeavours to meet the Service Levels set out below for: Satalyst must use its best endeavours to answer calls and email support requests by the Customer to the Service Desk during Support Hours and answer technical and user questions within the timeframes specified in the following table:  
Time to Answer Calls Time to Respond to Email Support Requests Time to Answer Questions
2 minutes 2 hours 4 hours
If the Systems Issue relates to a Microsoft Online Service, then Satalyst will refer the Systems Issue to Microsoft for resolution in accordance with the relevant SLA. Satalyst must use its best endeavours to refer the Systems Issue to, and follow up the Issue with Microsoft within the timeframes specified in the following table:
Severity Time to Refer Issue Frequency of Follow Up
Critical Impact 1 hour 4 hours
Moderate Impact 4 hours 1 day
Minimal Impact 8 hours 2 days
    7                Service Agreement Reporting Within 10 Business Days after the end of each month, Satalyst must provide to the Customer a report detailing the Service Desk assistance provided during that month, including: