Managed Service

Agreement


Prepared for ACME Corporation


By Gluh Support // admin@gluh.co
Valid until Tuesday, October 8, 2019


The team at Air Technology Solutions thanks you for the opportunity to propose our services.

Desktop and server management

$640.00
Product Quantity Price Subtotal
Monthly x 36
$49.00
$490.00
Yearly x 3
$150.00
$150.00

Security

$2,000.00
Product Quantity Price Subtotal
1
$2,000.00
$2,000.00

Quote Summary

Delivery Address
1 George St, Sydney, NSW, 2000
On Acceptance
$2,000.00
Shipping
$0.00
Tax
$200.00
Total
$2,200.00

Monthly
$490.00
Tax
$49.00
Total
$539.00

Yearly
$150.00
Tax
$15.00
Total
$165.00

Support Hours


Business Hours (BH)
08:00 - 18:00 - Business Days

Extended Hours (EH)
 06:00 - 08:00 - Business Days
 18:00 - 22:00 - Business Days
 06:00 - 22:00 - Weekends
After Hours (AH)
22:00 - 06:00 - Business Days
22:00 - 06:00 - Weekends
National Public Holidays

 


Maximum Response Times

 

Description

Maximum Response Time

Priority 1 - Critical

A large number of users are unable to perform a critical business function where a workaround is unavailable

BH - 30 minutes
EH - 1 hour
AH - 2 hours

Priority 2 - High

A large number of users are unable to perform their normal business functions, or a small number of users are unable to perform a critical business function where a workaround is unavailable

BH - 1 hour
EH - 2 hours
AH - 8 hours

Priority 3 - Medium

Several users are unable to perform a minor function where a workaround is available

BH - 4 hour
EH - 8 hours

Priority 4 - Low 

Informal requests

BH - 2 days


Our team

                                                                                                                                                                 




    Peter Ormond 

      CEO



 


     

    John Smith  

      Head Guru

     

 


 

    Cath Lewis

      CFO

This Master Services Agreement (“Agreement”) by and between ACME Corporation and Air Technology Solutions located at the address set forth below, is effective as of the date specified below (the “Effective Date”).

The parties agree as follows:


1. Performance of Services
Air Technology Solutions shall provide the Information Technology infrastructure support services set forth in the attached Professional Services Schedule (“Schedule”) and any subsequent schedules executed by the parties. Each Schedule shall set forth the type of services to be performed and the related fees. Fees shall be subject to change by Air Technology Solutions upon notice to ACME Corporation. Any fee estimates provided for work to be billed on an hourly or daily basis are for informational purposes only; ACME Corporation agrees to pay for the actual services provided by Air Technology Solutions at the specified rate.


2. Fees & Payment: 
ACME Corporation agrees to pay all fees specified on each Schedule. All payments shall be made in Australian dollars and will be due on ACME Corporation’s receipt of the applicable invoice. Air Technology Solutions may bill in advance for any recurring service. ACME Corporation shall be responsible for all taxes, withholdings, duties and levies arising from the services (excluding taxes based on the net income of Air Technology Solutions). Air Technology Solutions shall have the right to suspend service if ACME Corporation has failed to pay any invoice within forty-five (45) days of receipt.


3. Terms of Agreement
(a) Unless terminated earlier in accordance with (b) below, the initial term of this Agreement shall commence on the Effective Date and Terminate twelve (12) months thereafter. This Agreement shall automatically renew for successive one (1) year terms unless either party Provides the other with notification of termination at least thirty (30) days prior to expiration of the then-current term.
(b) Either party may terminate this Agreement (including any and all Schedules) at any time if the other party: (i) fails to cure any material breach of this Agreement within thirty (30) days after written notice of such breach or (ii) ceases operation without a successor. Termination is not an exclusive remedy and the exercise by either party of any remedy under this Agreement will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise. Sections 4(b) (Warranty Disclaimer), 5 (Liquidated Damages), 6 (Limitation of Liability), 7(Confidential and Proprietary Information) and 8-14 (general terms) shall survive any expiration or termination of this Agreement.


4. Limited Warranty
(a) Air Technology Solutions warrants for a period of thirty (30) days following delivery (the “Warranty Period”) that all services will be performed in a professional manner in accordance with generally applicable industry standards. Air Technology Solutions’s sole liability (and ACME Corporation’s exclusive remedy) for any breach of this warranty shall be for Air Technology Solutions to re-perform any deficient services, or, if Air Technology Solutions is unable to remedy such deficiency within thirty (30) days, to void the invoice for the deficient services. Air Technology Solutions shall have no obligation with respect to a warranty claim: (i) if notified of such claim after the Warranty Period or (ii) if the claim is the result of third-party hardware or software, the actions of ACME Corporation or some other party or is otherwise caused by factors outside the reasonable control of Air Technology Solutions.
(b) THIS SECTION 4 IS A LIMITED WARRANTY, AND SETS FORTH THE ONLY WARRANTIES MADE BY Air Technology Solutions. Air Technology Solutions MAKES NO OTHER WARRANTIES, CONDITIONS OR UNDERTAKINGS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OR ANY WARRANTIES REGARDING THE PERFORMANCE OF ANY SOFTWARE OR HARDWARE PROVIDED OR INSTALLED BY Air Technology Solutions. {CUSTOMER NAME} MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, TO THE FULL EXTENT PERMITTED BY LAW, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE WARRANTY PERIOD.



5. Liquidated Damages for Hiring
Air Technology Solutions employes: If, during the term of this Agreement or for twelve months thereafter, ACME Corporation directly or indirectly retains the services (whether as an employee, independent contractor or otherwise) of any employee of Air Technology Solutions (or ex-employee within three months of the employee’s termination from Air Technology Solutions) who has provided services to ACME Corporation on behalf of Air Technology Solutions, ACME Corporation agrees that Air Technology Solutions will be damaged, but that the amount of this damage will be difficult to determine. Accordingly, ACME Corporation agrees that for each such Air Technology Solutions employee hired by ACME Corporation, ACME Corporation will pay Air Technology Solutions Twenty-five Thousand Dollars ($25,000) as liquidated damages. Notwithstanding the foregoing, for the purposes of this section 5, “employee of Air Technology Solutions” shall include only employees of Air Technology Solutions who provide services to Air Technology Solutions customers and shall not include accountants, attorneys or other independent contractors of Air Technology Solutions who provide services to Air Technology Solutions itself.


6. Limitation of liability
Air Technology Solutions WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR INTERRUPTION OF SERVICES, LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, OR LOSS OR INCREASED EXPENSE OF USE {CUSTOMER NAME} OR ANY THIRD PARTY INCURS), WHETHER IN AN ACTION IN CONTRACT, WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), OR STRICT LIABILITY, EVEN IF Air Technology Solutions HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITIES. Air Technology Solutions IS NOT RESPONSIBLE FOR PROBLEMS THAT OCCUR AS A RESULT OF THE USE OF ANY THIRD-PARTY SOFTWARE OR HARDWARE. IN NO EVENT WILL THE AMOUNT {CUSTOMER NAME} MAY RECOVER UNDER THIS AGREEMENT EXCEED THE TOTAL PAYMENTS MADE TO Air Technology Solutions BY {CUSTOMER NAME} PURSUANT TO THIS AGREEMENT IN THE IMMEDIATELY PRECEDING TWELVE (12) MONTHS. THE LIMITATIONS SET FORTH IN THIS SECTION 6 SHALL NOT APPLY TO PERSONAL INJURY OR DAMAGE TO TANGIBLE PROPERTY CAUSED BY THE WILFUL MISCONDUCT OR GROSS NEGLIGENCE OF Air Technology Solutions.


7. Confidential and Proprietary Information
Each party agrees that all know-how, business, technical and financial information it obtains (“Receiving Party”) from the disclosing party (“Disclosing Party”) constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. Except as may be necessary to perform its obligations under this Agreement, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party ’s nondisclosure obligation shall not apply to information that: (i) was known to it prior to receipt of the Confidential Information; (ii) is publicly available; (iii) is rightfully obtained by the Receiving Party from a third party; (iv) is independently developed by employees of the Receiving Party; or (v) is required to be disclosed pursuant to a regulation, law or court order.
Any templates, schematics, processes or technical documentation provided by Air Technology Solutions shall be deemed Confidential Information and proprietary information of Air Technology Solutions without any marking or further designation. ACME Corporation may use such information solely for its own internal business purposes.
Air Technology Solutions shall maintain the confidentiality of information in its possession regarding individual protected health information in accordance with applicable law, and shall not release such information, to any other person or entity, except as required by law.


8. Independent Contractor
The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.


9. Assignment
This Agreement may not be assigned by ACME Corporation without the prior written consent of Air Technology Solutions but may be assigned by Air Technology Solutions (i) pursuant to a merger or change of control or (ii) to an assignee of all or substantially all of Air Technology Solutions’s assets. Any purported assignment in violation of this section shall be void.


10. Disputes
Governing Law; Arbitration: New South Wales law will govern and enforce this Agreement. Any litigation or arbitration between ACME Corporation and Air Technology Solutions will take place in any state court located within NSW. ACME Corporation and Air Technology Solutions waive any objection to personal jurisdiction or venue in any forum located in those jurisdictions. Except for a claim of payments of amounts due, no action, regardless of form, arising out of this Agreement may be brought by either party against the other more than one year after the cause of action has arisen. At the option of either ACME Corporation or Air Technology Solutions, any dispute arising from or with respect to this Agreement will be decided by arbitration by the Australian Arbitration Association in accordance with its Commercial rules. At the request of either party, proceedings may be conducted in secrecy.


11. Complete Understanding
Modification: This Agreement, including any and all Attachments and Schedules attached hereto, constitutes the full and complete understanding and agreement between ACME Corporation and Air Technology Solutions and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by both ACME Corporation and Air Technology Solutions.


12. Waiver and Severability
Waiver or failure by either party to exercise in any respect any right provided for in the Agreement will not be deemed a waiver of any further right under this Agreement. If any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable for any reason, the remainder of this Agreement will continue in full force and effect.


13. Force Majeure
Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events which are beyond the reasonable control of such party, such as strikes, blockade, war, terrorism, riots, natural disasters, and/or refusal of license by the government, insofar as such an event prevents or delays the affected party from fulfilling its obligations and such party is not able to prevent or remove the force majeure at reasonable cost.


14. Notices and Reports
Any notice or report hereunder shall be in writing to the notice address set forth below and shall be deemed given: (i) upon receipt if by personal delivery; (ii) upon receipt if sent by certified or registered mail (return receipt requested); or (iii) one day after it is sent if by next day delivery by a major commercial delivery service.