Managed Services Agreement (MSA)
Including SLA, AUP & Addenda
This Managed Services Agreement (“Agreement”) governs the provision of IT services by the Chemist POS Direct (“Provider”) to the Client. This Agreement incorporates the Master Services Agreement (MSA), Service Level Agreement (SLA), Acceptable Use Policy (AUP), and all applicable addenda.
1. Definitions & Interpretation
Defines key terms used throughout this Agreement. Headings are for convenience only and do not affect interpretation.
2. Scope of Services
Services will be delivered as outlined in the applicable Proposal or Statement of Work. Unless expressly stated, services are remote-only. Onsite services, projects, migrations, and remediation are excluded unless separately agreed in writing.
3. Onboarding & Service Transition
Onboarding is mandatory for all managed service plans. Onboarding establishes monitoring, security controls, documentation, and baseline configuration. Onboarding fees are one-time, non-refundable, and billed prior to commencement. Remediation identified during onboarding is excluded and quoted separately.
4. Fees, Billing & Pricing Review
Fees are billed monthly in advance. The Provider may review and adjust fees annually or upon material change in scope, environment size, regulatory requirements, or risk profile. Continued use of services following notice constitutes acceptance.
5. Pricing Review & Adjustment Clause (Enhanced)
The Client acknowledges that pricing is based on assumptions of environment size, support demand, and behaviour. If actual consumption materially exceeds assumptions, the Provider may adjust pricing with 30 days written notice. Refusal entitles the Provider to suspend or terminate services.
6. Service Levels (SLA)
Response targets are objectives only and not guarantees. Services are delivered on a best-effort basis. No service credits apply.
7. Onsite Services
Onsite services are excluded unless explicitly included. Any included onsite allowance is limited, non-transferable, and subject to scheduling. Emergency onsite is chargeable at premium rates.
8. Cyber Security & Risk Allocation
The Provider does not warrant immunity from cyber incidents. The Client accepts that no system is fully secure. The Provider is not liable for cyber attacks, ransomware, data breaches, or vendor vulnerabilities.
9. Data, Backups & Data Sovereignty
The Client retains ownership of all data. Backup success is not guaranteed. Data may be stored in Australia or other jurisdictions depending on service design. The Provider makes no warranty regarding data residency unless explicitly agreed.
10. Third-Party Vendors & Dependencies
The Provider is not responsible for third-party vendors, software providers, ISPs, utilities, or suppliers. Vendor-caused outages are excluded from SLA.
11. Subcontractors
The Provider may engage subcontractors to deliver services. The Provider remains responsible for oversight but is not liable for subcontractor acts beyond this Agreement.
12. Client Responsibilities
The Client must maintain supported hardware, software licensing, and cooperate with Provider requests. Unsupported systems may be excluded.
13. Insurance & Limitation of Liability
Liability is limited to fees paid in the preceding three months. The Provider’s insurance coverage does not expand liability. Indirect and consequential losses are excluded.
14. Force Majeure
Neither party is liable for failure caused by events beyond reasonable control including natural disasters, pandemics, cyber warfare, government action, or utility failure.
15. Term & Termination
Agreement continues month-to-month unless otherwise stated. Either party may terminate with 30 days notice. Immediate termination applies for non-payment or material breach.
16. Acceptable Use Policy
Client must not misuse services, bypass controls, or introduce security risks. Breaches may result in suspension.
17. Confidentiality & Privacy
Each party must protect confidential information. Privacy obligations apply in accordance with Australian law.
18. Group Services Addendum
For multi-site clients, pricing, onboarding, and minimum standards apply per site. Standardisation is mandatory. Non-compliance may result in repricing.
19. Governing Law
This Agreement is governed by the laws of the applicable Australian state or territory.
20. Entire Agreement & Amendments
This Agreement supersedes prior agreements. Amendments may be issued by written notice. Continued use constitutes acceptance.