Legal

NETCorp

Master Services Agreement

This MASTER SERVICES AGREEMENT (the “Agreement”) is entered into between NETCorp IT Solutions PTY LTD of Unit 3, 33 Archer Street, Perth WA 6101, ACN 729 751 703 (“NETCorp”, “Us”) and the named party (“Customer”, “You”) and sets out the terms and conditions upon which NETCorp will agree to supply and the Customer will acquire the Service(s):

RECITALS

  1. NETCorp provides a range of information communication technology (ICT) services, including Managed Services, Cloud Services and Architecture Services.
  2. NETCorp agrees to supply the Service(s) to the Customer and the Customer agrees to accept the Service(s) from NETCorp on the terms and conditions set out in this Agreement.

  1. The Agreement between the parties consists of:
    1. the Master Terms.
    2. the applicable Service(s) Schedules.
    3. the Service Order Forms signed or authorised by the parties.
  2. To the extent of any inconsistency between these documents, the order of priority of interpretation is:
    1. the Service Order Form(s).
    2. the Service(s) Schedule(s); and
    3. the Master Terms.
  1. Ordering Service(s)
    1. The Customer may order Service(s) by requesting NETCorp to provide a draft Service Order Form.
    2. The parties will complete the Service Order Form to agree on the Service(s), the Charges, the Service Unit Term and any other additional terms and conditions.
    3. Following completion of the Service Order Form in clause 2.1.2, NETCorp will provide the Service(s) to the Customer, in accordance with the applicable Service(s) Schedules and Service Order Forms.
    4. During the Term, the parties may agree that additional Service(s) are to be provided to the Customer by NETCorp by agreeing a new Service Order Form and once signed by the parties, the terms of this Agreement are taken to be varied to include the additional Service(s) with the appropriate Service Level applicable.
    5. Service(s) are based on term shown under “Service Details”. The effective date is the date of service commissioning as determined by NETCorp.
  2. Champion(s)
    1. Customer must appoint one or more Champion(s) to be responsible for the day-to-day administration of this Agreement on behalf of Customer. Unless otherwise notified by You, the Champion(s) will be the persons named as a contact person in any relevant Service Order Form.
    2. Customer must notify Us immediately should the Champion(s) be removed or replaced, together with the contact details of a new Champion(s), or of any change to the Champion(s) contact details.
    3. Customer will be responsible for the acts, omissions, and defaults of the Champion(s). Any direction, instruction, notice, approval, or other communication made or given to the Champion(s) will be deemed to have been made or given to Customer.
  3. Service Delivery
    1. NETCorp will supply the Service(s) to the Customer at the applicable Service Level (subject to the exclusions specified in the Service Levels Schedule) from the commencement of the applicable Service(s) Unit Term.
    2. NETCorp will use all reasonable endeavours to meet the Customer's requested date for supply of a revised or new Service but NETCorp do not represent or warrant that NETCorp will deliver the Service by this date (unless agreed otherwise in the Service Order Form).
    3. NETCorp is not liable for any delay in provision of the Service(s) due to the actions of another party including, but not limited to, delays in obtaining access to any property or premises of the Customer or third parties necessary for the provision of the Service(s).
    4. The Customer must reasonably co-operate with NETCorp to allow NETCorp to supply the Service(s) safely and efficiently, which includes but is not limited to assisting NETCorp to liaise with the Customer's building management so that NETCorp may obtain access to the Customer’s premises and following our reasonable requests to provide NETCorp Representatives with safe and prompt access to the Customer's premises and the Customer's representatives, equipment, data and information.
    5. NETCorp will ensure that its Representatives comply with the Customer’s reasonable directions, including but not limited to security and work, health and safety matters, while on the Customer’s premises.
    6. All Service(s) are subject to a physical site survey and safety regulations.
  4. Quality of Service(s)
    1. NETCorp will provide the Service(s) to the Customer:
      1. in accordance with the Service Levels.
      2. in accordance with relevant Australian Standards, Australian industry best practice and guidelines, and where none apply, relevant international best practice and guidelines.
      3. in accordance with applicable law; and
      4. in accordance with the provisions of this Agreement.
    2. NETCorp represents and warrants that:
      1. it has the legal authority to enter into this Agreement.
      2. it has all necessary rights, interests, and approvals necessary to lawfully provide the Service(s).
      3. it has, and its employees, contractors and agents providing the Service(s) have, the necessary experience, skill, knowledge, qualifications, and competence to provide the Service(s) defined in this Agreement including in the Service Order Form(s).
    3. The Customer acknowledges that NETCorp makes no warranty in relation to the performance or characteristics of any website or software supplied by a third party in connection with the Service(s), but NETCorp will actively work with the Customer to assist the Customer to resolve any performance issues with any product supplied by a third party.
    4. This clause 2.4 survives the termination (for any reason) or expiry of this Agreement.
    5. NETCorp NBN: your service on the NBN offers download speeds up to your selected plan speed, and upload speeds up to your selected plan speed. Actual speeds will be slower and will vary due to several factors including hardware and software configuration, source and type of content downloaded, the number of users and performance of interconnecting infrastructure not managed by NETCorp. If you have selected a high speed (up to 100/40 Mbps) plan, these speeds may exceed the capabilities of some computers and servers.
  5. Permitted uses of the Service(s)
    1. In using the Service(s), the Customer must comply with all laws, all directions by a Regulatory Authority and reasonable directions by NETCorp.
    2. The Customer must not use, or attempt to use, the Service(s):
      1. to break any law or to infringe another person’s rights.
      2. to expose NETCorp to liability.
      3. in any way which damages, interferes with, or interrupts the Service(s), or any telecommunications network, equipment, or facilities, or cabling controlled by NETCorp or a supplier to supply the Service(s).
      4. in any way which may damage any property or injure or kill any person.
      5. to transmit, publish or communicate material, which is defamatory, offensive, abusive, indecent, menacing, or unwanted; or
      6. in any way which contravenes our Acceptable Use Policy.
    3. The Customer acknowledges that, where the Service is a network service, NETCorp may be required by law to intercept communications over the Service(s) and may also monitor the Customer usage of the Service(s) and communications sent over the network service.
    4. If NETCorp reasonably believes the Customer is engaging in activity that is contrary to this clause 2.5, NETCorp will notify the Customer of such activity and that it may without further notice may direct the Customer to immediately cease such activity. The Customer must immediately comply with any such direction. If the Customer does not, then NETCorp will take any steps reasonably necessary to ensure compliance with the direction (including suspension of the relevant Service).
  1. NETCorp Equipment
    1. To use the Service(s), the Customer may need to be physically provided with NETCorp equipment on the Customer's premises. Legal title to such equipment remains solely with NETCorp, and the Customer holds such equipment as a bailee of NETCorp for the duration of this Agreement.
    2. The Customer must take reasonable care of NETCorp’s equipment while it is in the Customer’s physical possession.
    3. The Customer is responsible for the repair or replacement costs of NETCorp’s equipment that is lost, stolen or damaged while in the Customer's possession, excepting any fair wear and tear.
    4. The Customer must provide access to the Customer’s premises and facilities as reasonably necessary to enable NETCorp to install any equipment on the Customer’s premises required for the Service(s).
    5. NETCorp will advise the Customer in writing of the required space, power supply and environment for all equipment used in connection with the Service(s) and located on the Customer's premises. NETCorp will uninstall and remove all of its equipment located on the Customer’s premises at the end of the applicable Service(s).
    6. NETCorp will comply with all of the Customer’s directions, policies and procedures relating to work, health and safety and security while NETCorp is at the Customer’s premises.
  2. Customer Equipment
    1. The Customer must ensure that all Customer’s equipment it uses in connection with the Service(s), and the way the Customer uses that equipment, complies with all laws, as well as directions by a relevant Regulatory Authority and reasonable directions by NETCorp.
    2. If the Customer's equipment, or its use, does not comply with clause 3.2.1, NETCorp may disconnect such equipment from the Service(s). NETCorp will endeavour to provide the Customer notice before disconnection but may do so immediately in an emergency.
  1. Charges
    1. The Customer must pay all Charges incurred in respect of the Service(s) as specified in the Service Order Form.
    2. If the Customer does not pay an invoice for a Charge by its due date, and unless the Charge is being disputed in good faith, NETCorp reserves the right to charge the Customer:
      1. interest at the rate of 3% above the prevailing interest rate charged by NETCorp current bank on overdue payments, from the due date until payment is received.
      2. All reasonable expenses incurred by NETCorp (including reasonable solicitor client legal costs and expenses and the fees of our debt recovery agents) in relation to recovering payments due, as substantiated by NETCorp to the Customer's reasonable satisfaction.
      3. An equal amount to recoup any bank or financial institution fees incurred by NETCorp because the Customer payment (however made) is not honoured.
    3. Installation Service(s): any once off installation fees will be invoiced on receiving a signed Service Order Form.
    4. Software licensing (SPLA) costs are subject to change with market trend.
  2. Invoices & Payment
    1. Invoices will be emailed to the Customer as applicable to the Deliverable on the Service Order Form. Invoices can be sent by mail on request.
    2. For Labour Service Deliverables unless otherwise agreed in writing by NETCorp the Customer must pay within fourteen (14) days of the date of the invoice. The Customer must pay the invoice by direct deposit of funds into NETCorp nominated bank account.
    3. For Recurring Service Deliverables unless otherwise agreed in writing by NETCorp the Customer must pay the invoice by direct debit. Funds will be deducted from the Customers chosen bank account on the sixth (6) Business Day of the date of invoice.
    4. For non-Labour and non-Recurring Service Deliverables unless otherwise agreed in writing by NETCorp the Customer must pay on date of receipt of invoice. The Customer must pay the invoice by direct deposit of funds into NETCorp nominated bank account. Only once funds have cleared into NETCorp nominated bank account will the Deliverable(s) on the Service Order Form be released.
    5. Recurring Service(s) invoices are billed pro-rata in advance.
    6. Usage-based Deliverable(s) as defined by the Service Unit Rate will be calculated based on monthly usage, invoices are issued in arrears.
  3. How can the Customer dispute an invoice?
    1. To dispute an invoice in good faith, the Customer must notify NETCorp in accordance with clause 12.8 and the dispute resolution procedure in detailed in clause 6 will apply.
    2. A Notice must include the detailed reasons for the dispute and must be issued within sixty (60) days of the invoice date. If the Customer fails to notify NETCorp by this date, the Customer waives all rights to dispute the invoice.
    3. The Customer may withhold only the disputed amounts of the invoice.
    4. Where a dispute is determined under clause 6:
      1. in NETCorp’s favour, the Customer must pay NETCorp the amount withheld within seven (7) days of such determination; or
      2. in the Customer's favour and the Customer has already paid the disputed amount, NETCorp must credit the relevant amount within seven (7) days of such determination.
    5. Except for any billing disputes the Customer has with NETCorp, if the Customer does not pay the Customer invoice on the due date NETCorp reserve the right to:
      1. charge additional fees as detailed in clause 4.1; and
      2. take any additional actions as allowed under this Agreement, including but not limited to suspension or termination of Service(s).
  4. GST
    1. Unless otherwise expressly noted, all charges for the Service(s) are exclusive of GST. The Customer will pay to NETCorp at the same time when any part of the Charges for the Service(s) is payable, an amount equal to any GST payable on supply of that Service(s).
    2. NETCorp must issue a tax invoice to the Customer for any supply on which GST is imposed.
  1. Where NETCorp fails to achieve the relevant Service Level in anyone (1) month, the Customer is entitled to a rebate calculated in accordance with the Schedule 4 Service Levels for that relevant Service, which may be set-off as against any outstanding or future invoices.
  2. In order to claim a rebate, the Customer must lodge a written claim detailing the incident the Customer contends gives rise to the claim within forty-eight (48) hours of the incident. NETCorp must respond to the written claim within fourteen (14) days of the claim.
  3. The Customer is not entitled to a rebate when:
    1. the Customer has any undisputed overdue payments outstanding with NETCorp; or
    2. failure to achieve the Service Levels is caused directly or indirectly by, or arises from or in connection with:
      1. a Force Majeure Event.
      2. any act or omission by the Customer or the Customer's agents, employees, or contractors; or
      3. the Customer's equipment; or
  4. a suspension of the Service(s) allowed under this Agreement (but excluding any suspension that is due to an event beyond the Customer control).
  1. Notification
    1. If the Customer has any complaints in relation with the Service(s) (including complaints about the Customer invoice) the Customer must contact NETCorp and notify it of the complaint, in accordance with clause 12.8.
    2. Both parties agree to use reasonable endeavours to resolve any such dispute or complaint quickly and efficiently and to the mutual satisfaction of both parties.
  2. Arbitration
    1. If the parties are not able to reach a resolution of the dispute or complaint within a reasonable period of time (in any event being no more than twenty-one (21) days after the date of the receipt of the notice of the complaint or dispute), then the dispute is to be tabled at a meeting of the Chief Executive Officers of each party for resolution.
    2. If the Chief Executive Officers are unable to resolve the dispute or complaint, the dispute or complaint must be submitted for arbitration in accordance with, and subject to, the Resolution Institute Expedited Commercial Arbitration Rules.
    3. The party raising the dispute must propose to the other party the name of the proposed arbitrator. If the parties cannot agree on an arbitrator within fourteen (14) days then the arbitrator will be appointed by the Resolution Institute nomination service, Western Australia Chapter.
    4. The decision of an arbitrator will be final and conclusive and binding on the parties.
    5. The parties must sign all documents and do all things necessary to give effect to the decision of the arbitrator.
    6. Each party must bear its own costs of, and incidental to, the arbitration, except were stipulated to the contrary by the arbitrator.
  3. Exceptions
    1. The activation of this clause 6 does not prevent either party:
      1. seeking urgent interlocutory relief; or
      2. seeking recovery for any claim that either party reasonably considers to be a monetary claim from a court with competent jurisdiction.
  4. Continuing Obligations
    1. The parties agree to continue to perform their obligations under this Agreement, notwithstanding the existence of a dispute or complaint, unless the nature of the dispute renders such performance effectively impossible.
  5. Ombudsman and Department of Fair Trading
    1. If the complaint is not resolved to the Customer's satisfaction, the Customer may refer the complaint to the Telecommunications Industry Ombudsman or the Department of Fair Trading.
  1. Customer rights to cancel the Service
    1. The Customer may cancel the Customer Service(s) immediately if:
      1. NETCorp is required to cancel the Service(s) to comply with a direction from a law enforcement agency or a Regulatory Authority.
      2. any one of the Service(s) is unavailable for a period of more than 7 consecutive days: or
      3. an Insolvency Event has occurred with respect to NETCorp, by issuing NETCorp with a notice under clause 12.8, and the notice will be taken to have effect from the earliest point it is received by NETCorp in accordance with the methods of receipt described in that provision.
    2. If the Customer cancels the Service(s) under clause 7.1.1, there is no penalty or cancellation fee payable.
    3. Customer termination for convenience
    4. The Customer may cancel the Service(s) by giving NETCorp thirty (30) days' written notice.
    5. If the Customer cancels the Service(s) under clause 7.1.3, it must pay a cancellation fee. The cancellation fee will be calculated by multiplying the monthly Charges payable by the Customer under this Agreement by the remaining months (or part) of the Service Unit Term(s) for all Service(s) cancelled.
  2. NETCorp’s rights to cancel the Service
    1. NETCorp may cancel the Service(s) immediately in the following circumstances:
      1. it is required to cancel the Service(s) to comply with a direction from a law enforcement agency or a Regulatory Authority relating to the Customer.
      2. the Customer has failed to make a payment by the due date and the Customer fails to make such payment within forty-five (45) Business Days of receipt of a notice requiring the Customer to do so, except where an amount is permitted to be withheld pursuant to a billing or performance dispute.
      3. an Insolvency Event occurs with respect to the Customer.
    2. NETCorp may cancel the Service(s) by giving the Customer thirty (30) days’ written notice if:
      1. the relevant Service Unit Term has ended and NETCorp is continuing to supply the Service(s); or
      2. NETCorp is unable to supply the Service(s) to the Customer because of a Force Majeure Event which has occurred and is continuing.
    3. If NETCorp cancels the Service(s), the written notice will contain:
      1. the effective date on which cancellation takes effect (Cancellation Date).
      2. the reasons for the cancellation.
    4. If NETCorp cancels the Services, the written notice will contain:
      1. the effective date on which cancellation takes effect (Cancellation Date).
      2. the reasons for the cancellation.
      3. details of all charges for the use of the Service(s) up to the Cancellation Date.
      4. how these charges are calculated.
      5. when the charges are due.
      6. details of any applicable refunds or rebates and how these refunds or rebates are calculated.
      7. details of any damages claim and how it is calculated.
  3. What happens when the Service is cancelled?
    1. Where the Service(s) are cancelled:
      1. The Customer will not be able to use the Service(s) after the Cancellation Date.
      2. Subject to any disputes the Customer has with NETCorp, the Customer agrees to pay for any Charges for the Customer's use of the Service(s) until the Cancellation Date.
      3. Any credits on the Customer account will be applied to pay for any undisputed, outstanding Charges at the Cancellation Date.
      4. NETCorp will refund to the Customer any money that the Customer has paid in advance for that part of the Service(s) that is being cancelled on a pro-rata basis.
      5. NETCorp will uninstall and collect all its equipment located on the Customer's premises within thirty (30) days and the Customer will provide, or procure the provision of, access to the premises for such removal.
  4. Suspending the Service
    1. NETCorp may suspend the Service(s) by giving the Customer prior notice where:
      1. any event specified in clause 7.2.1 has occurred.
      2. NETCorp is temporarily unable to supply the Service(s) to the Customer because of a Force Majeure Event; or
      3. the Customer breaches the Acceptable Use Policy.
    2. NETCorp may only suspend the Service(s) for a period that is reasonable in the circumstances.
    3. For the avoidance of doubt, suspension of the Service(s) pursuant to this clause 7.4 does not constitute downtime for the purposes of the Service Level Schedule and the calculation of any rebates calculated in accordance with this Agreement.
  5. Information contained in a written notice to suspend the Service
    1. If NETCorp suspends the Service(s), the written notice given to the Customer will contain all the relevant information including the dates on which the suspension will take effect and the reasonable reasons for the suspension.
  6. What happens when a Service is suspended?
    1. When the Service(s) is suspended:
      1. The Customer will not be able to use the Service(s).
      2. The Customer will be liable to NETCorp for any Charges for access to or use of the Service(s) during the period of suspension, except where the suspension is as a result of an event that was reasonably out of the Customer control.
  1. Exclusion of implied terms
    1. Where legislation applies in this Agreement any condition or warranty, and that legislation avoids or prohibits provisions in a contract excluding or modifying the application or exercise of or liability under such condition or warranty, the condition or warranty shall be deemed to be included in this Agreement. However, the liability of NETCorp for any breach of such condition or warranty shall be limited, at the option of NETCorp to one or more of the resupplies of, or payment of the cost of resupplying, the Service(s).
  2. Limits to NETCorp’s liability
    1. To the extent permitted by law, NETCorp’s total liability to the Customer in any 12-month period in respect of any Loss arising out of or in connection with this Agreement will not in any circumstances exceed the value of annual fees for the service.
    2. Without limiting the above liability cap:
      1. NETCorp is not liable for any indirect, special, or consequential loss or damage, loss of profits, loss of production, loss or corruption of data, loss of sales opportunity or business reputation, direct or indirect labour costs and overhead expense; and
      2. NETCorp’s liability for the Customer loss under or in connection with this Agreement or the Service(s) is reduced to the extent that the Customer's acts or omissions or the Customer's equipment and applications cause or contribute to that loss.
    3. The limitations in this clause does not extend to any liability of NETCorp:
      1. which by law it cannot contract out of.
      2. which arise out of personal injury or death or property damage; or
      3. which arise as a result of any fraud, wilful misconduct, or gross negligence of NETCorp or any of its Representatives.
  3. Indemnity
    1. The Customer must indemnify NETCorp against all Loss arising from or in relation to:
      1. A claim against NETCorp arising out of the death of or personal injury to its Representatives, to the extent that such Loss is caused by a negligent or intentional act or omission, by the Customer or any of its representatives.
      2. Any equipment, network, or other tangible property of NETCorp’s or any third party, to the extent that such loss is caused by a negligent or intentional act or omission, by the Customer or any of its representatives.
      3. A claim by a third party against NETCorp to the extent that the claim relates to any negligent or wilful act or omission of the Customer or any of the Customer representatives in relation to this Agreement.
    2. NETCorp must indemnify the Customer against all Loss arising from or in relation to:
      1. A claim against the Customer arising out of the death of or personal injury to its representatives, to the extent that such Loss is caused by a negligent or intentional act or omission, by NETCorp or any of its representatives.
      2. Any of the Customer's equipment, network, or other tangible property, to the extent that such loss is caused by a negligent or intentional act or omission, by NETCorp or any of its Representatives; or
      3. A claim by a third party against the Customer to the extent that the claim relates to any negligent or wilful act or omission of NETCorp or any of its Representatives in relation to this Agreement
  4. Survival
    1. This clause 8 survives the expiry or termination (for any reason) of this Agreement.
  1. Customer's obligations
    1. The Customer agrees to keep in confidence and not to use or disclose any of NETCorp’s Confidential Information. The Customer may only disclose Confidential Information :
      1. To the Customer's legal advisers in relation to the Customer's rights under this Agreement.
      2. To the Customer's Representatives.
      3. To comply with any law, binding directive of a regulator, court order or listing rules of any stock exchange on which its securities are listed.
    2. The Customer acknowledges that a breach of this confidentiality clause may cause NETCorp irreparable damage for which monetary damages would not be an adequate remedy. In addition to other remedies that may be available, NETCorp may seek and obtain injunctive relief against such a breach or threatened or suspected breach. The Customer's obligations with respect to the Confidential Information survive termination of this Agreement. The Customer must return NETCorp’s Confidential Information immediately upon request.
  2. NETCorp’s confidentiality obligations
    1. NETCorp agrees to keep in confidence and not to use or disclose any of the Customer Confidential Information. Subject to clause 9.2.2, NETCorp may only disclose Confidential Information to the extent that the disclosure is necessary to comply with NETCorp’s obligations under this Agreement:
      1. To its legal advisers in relation to its rights under this Agreement.
      2. To its Representatives who are required by contract or by fiduciary duty to keep such information confidential.
      3. To comply with any law, binding directive of a regulator, court order or listing rules of any stock exchange on which its securities are listed.
    2. NETCorp may not in any circumstances disclose Customer Data to any other party unless that disclosure is required by a Law. Unless prohibited by a Law, NETCorp must notify the Customer as soon as possible upon receipt of a notice having the force of a Law requiring NETCorp to disclose Customer Data.
    3. NETCorp acknowledges that a breach of this clause 9.2 may cause the Customer irreparable damage for which monetary damages would not be an adequate remedy. In addition to other remedies that may be available, the Customer may seek and obtain injunctive relief against such a breach or threatened or suspected breach. NETCorp’s obligations with respect to the Confidential Information survive termination of this Agreement NETCorp must return the Customer Confidential Information immediately upon request.
    4. Nothing in this clause will prevent NETCorp from disclosing any information to a party undertaking due diligence enquiries in relation to NETCorp, provided that party is bound by confidentiality restrictions set out in this clause 9 and NETCorp has sought prior written approval from the Customer in releasing the Confidential Information.
  3. Survival
    1. This clause 9 survives the expiry or termination (for any reason) of this Agreement.
  1. The Customer's intellectual property
    1. NETCorp must not use the Customer’s Intellectual Property Rights without the Customer’s prior written consent.
  2. NETCorp’s intellectual property
    1. The Customer acknowledges that NETCorp’s Intellectual Property Rights remain its sole property and no rights are conferred on the Customer with respect to NETCorp Intellectual Property Rights except as specifically expressed in this Agreement.
    2. All Intellectual Property Rights created by NETCorp in delivering the Service(s) to the Customer remain the sole property of NETCorp.
  3. Warranty
    1. NETCorp warrants that:
      1. the supply of the Service(s) to the Customer does not and will not infringe any Intellectual Property Rights of any third party; and
      2. it is entitled, and will be entitled at all relevant times, to deal with the Intellectual Property Rights as required under this Agreement.
  4. Survival
    1. This clause 10 survives the expiry or termination (for any reason) of this Agreement.
  1. Insurance policies
    1. NETCorp must, at its own cost, take out and maintain the following insurances policies with reputable insurers:
      1. professional indemnity insurance for the term of this Agreement and for a period of six (6) years after the expiry or termination of this Agreement, in the amount of at least $10,000,000 for any one claim
      2. public liability insurance for the term of this Agreement in the amount of at least $20,000,000 for any one claim; and
      3. workers’ compensation insurance as required under any laws applicable to NETCorp.
  2. Further requirements
    1. NETCorp must, in respect of the above insurance policies:
      1. provide copies of the certificate of currency with respect to each insurance policy effected in accordance with clause 11.1 to the Customer prior to the commencement of this Agreement, on renewal and otherwise on the Customer's request; and
      2. promptly and fully comply with all its obligations under the insurance policies, so as to ensure that they, at all times, remain enforceable.
  3. Failure to comply
    1. If NETCorp, at any time, fails to comply with its obligations under this clause 11, then the Customer may do everything necessary to comply with such obligations and recover, upon demand, all expenses incurred in doing so from NETCorp.
  4. Insurance of subcontractors
    1. NETCorp must ensure that any subcontractors engaged to provide any part of the Service(s) are insured to a level commensurate with the insurance obligations of NETCorp under this clause.
  5. Survival
    1. This clause 11 survives the expiry or termination (for any reason) of this Agreement.
  1. Customer personal information
    1. NETCorp will only collect, use, and disclose personal information of the Customer with the written consent of the Customer that is reasonably necessary to provide the Service(s), and in compliance with the relevant law. The Customer may at any time contact NETCorp to access and if required correct any stored personal information.
    2. Any complaints about NETCorp use of personal information should be addressed to [email protected]
  2. Costs
    1. Each party must pay its own costs in respect of the negotiation, execution, and performance of this Agreement.
  3. Assignment
    1. A party cannot assign or otherwise transfer any of its rights under this Agreement without the prior written consent of each other party.
  4. Variation
    1. This Agreement may only be varied in writing and executed by all relevant parties.
  5. Waiver and exercise of rights
    1. A waiver by a party of a provision of a right under this Agreement is binding on the party granting the waiver only if it is given in writing and is signed by the party or an authorised officer of the party granting the waiver.
    2. A waiver is effective only in the specific instance and for the specific purpose for which it is given.
    3. A single or partial exercise of a right by a party does not preclude another exercise or attempted exercise of that right or the exercise of another right.
    4. Failure by a party to exercise or delay in exercising a right does not prevent its exercise or operate as a waiver.
    5. Severability If the whole or any part of a provision of this Agreement is void, unenforceable or illegal it is severed, and the remainder of this Agreement otherwise has full force an effect. This clause has no effect if the severance alters the basic nature of this Agreement.
  6. Entire agreement
    1. This Agreement constitutes the entire agreement between the parties about its subject matter and any previous contracts, understandings, negotiations, and representations on that subject matter cease to have any effect.
  7. Governing law
    1. This Agreement is governed by the laws from time to time in force in Western Australia and appeal courts there from.
  8. Notices
      A notice, approval, consent, or waiver to be given under or in connection with this Agreement must be in writing, and signed by the sender and in the absence of evidence to the contrary will be taken to be received:
      1. If left at the address of the addressee, at the time it was left.
      2. If sent by ordinary post, on the third Business Day after posting.
      3. If sent by express post, on the next Business Day.
      4. If sent by facsimile, at the time recorded on a transmission report from the machine from which the facsimile was sent; and
      5. If sent by electronic email, if the sender receives no advice that the message was undeliverable.
  9. Interpretation
    1. Undefined words and expressions have the same meaning as in the Telecommunications Act 1997 (Cth) and associated Acts, regulations, and determinations.
    2. A reference to a person includes a reference to a person, firm, corporation, or other legal entity.
    3. The singular includes the plural and vice versa.
    4. Headings are purely for ease of reference and do not form part of or affect the interpretation of this contract.
    5. Different grammatical forms of the same word have the corresponding meaning.
    6. A reference to a clause is to a clause in this Agreement, unless otherwise stated.
    7. References to each party include references to its successors in title, permitted assigns and novatees.
  10. Personal Property Securities Act
    1. If a party to this Agreement determines that this Agreement (or any aspect or transaction in connection with it) is or contains a security interest (as that term is defined in the Personal Property Securities Act 2009 (Cth) (PPSA), that party may seek to perfect such security interest and each party agrees to do such things that the party seeking to perfect the security interest reasonably requires (such as obtaining consents, signing, and producing documents, getting documents completed and signed and supplying information) within the time stipulated in the notice for the purposes of enabling NETCorp to apply for any registration or exercise rights in connection with the security interest. The parties agree that sections 125, 130 and 132(3)(d) and 132(4) of the PPSA are excluded to the extent permitted by Law.
  1. NETCorp Service(s) are delivered in accordance with the Security Policy, a copy of which is available on request.
  2. As a part of its disaster recovery and business continuity planning, NETCorp reviews and updates its Security Policy, and any related Security Management Plan on an ongoing basis, so as to best align them with policy changes and reduce the risk of rising threats.
  3. In accordance with the requirements stated in these policies and standards, NETCorp will:
    1. Undertake annual security audits to ensure our Service(s) are compliant with any relevant law, policy and standards required by the Customer.
    2. Make available, when requested, necessary resources and provide access to any information or equipment deemed appropriate by a qualified third- party auditor who has been engaged by the Customer.
    3. Maintain comprehensive timely and accurate documentation in a threat and risk register on the current threat exposure and security control mechanisms in place for each Service we deliver to our customers.
    4. Maintain a security incident management system to detect and manage suspected information security incidents that may impact on the Service(s) it delivers.
  4. For security incidents affecting or involving multiple suppliers, whether they be the Customer's or NETCorp, all parties will agree (on an incidentby- incident basis) who will be responsible for overall incident management co-ordination. NETCorp will provide all reasonable cooperation necessary in this regard; and NETCorp requires that its Customers ensure that the obligations set out in this section apply equally to all suppliers associated with the delivery of any NETCorp Service(s).

Acceptable Use Policy – means the policy issued by NETCorp and the latest version is available on NETCorp’s website- https://www.netcorp.net.au/legal.

Architecture Service(s) Schedule – means Schedule 1 of this Agreement.

Business Day – means day banks are open for business in Perth, Western Australia, but excludes Saturday or Sunday.

Cloud Service(s) Schedule – means Schedule 2 of this Agreement.

Confidential Information – means information concerning a party that is by its nature confidential or is marked "confidential", and in respect of the Customer, includes but is not limited to, the Customer Data, but does not include:

  1. information already known to the receiving party at the time of disclosure by the other party; or
  2. information in the public domain, other than as a result of disclosure by a party in breach of its obligations of confidentiality under this Agreement.
Customer Data – means data owned by the Customer that is held by NETCorp, regardless of whether it is held for the purposes of and in fulfillment of the NETCorp’s obligations in providing the Service(s).

Force Majeure Event – means any event or circumstance or combination of events or circumstances which prevents a party from performing its obligations under this Agreement and which is (are) beyond the reasonable control of or could not have been reasonably avoided (by the taking of any precaution which might reasonably be expected to have been taken) by the affected party including:

  1. acts of God, epidemics, cyclones, tidal waves, landslides, lightning, earthquakes, floods, or fire.
  2. strikes, lockouts, work bans, boycotts, barricades, picketing or other industrial disturbances.
  3. acts of public enemy, war declared or undeclared, sabotage, blockade, revolution, riots, insurrections, civil disturbances.
  4. any changes in law or government directives that materially adversely impacts the costs of providing the Service(s).

GST – means the tax created by the A New Tax System (Goods and Services Tax) Act 1999 (Cth) and any other goods and services tax, or any tax applying to this agreement in a similar way and the terms used in the said Act have the same meaning.

Insolvency Event – means in relation to a party, any one or more of the following events or circumstances:

  1. being in liquidation or provisional liquidation or under administration.
  2. having a controller (as defined by the Corporations Act 2001 (Cth)) or analogous person appointed to it or any of its property.
  3. being taken under section 459F (1) of the Corporations Act 2001 (Cth) to have failed to comply with a statutory demand.
  4. being unable to pay its debts as and when they fall due or being otherwise insolvent.
  5. becoming an insolvent under administration, as defined in section 9 of the Corporations Act 2001 (Cth).
  6. entering into a compromise or arrangement with, or assignment for the benefit of, any of its members or creditors.
  7. any analogous event or circumstance under the laws of any jurisdiction; or
  8. taking any step or being the subject of any action that is reasonably likely to result in any of the above occurring,
  9. unless such event or circumstance occurs as part of a solvent reconstruction, amalgamation, compromise, arrangement, merger, or consolidation approved by the other party (which approval is not to be unreasonably withheld or delayed).
Intellectual Property Rights – means copyright, moral right, trademark, design, patent, semiconductor or circuit layout rights, trade, business or company names, or other proprietary rights, or any rights to registration of such rights existing in Australia, whether created before on or after the date of this Agreement, and including any similar right granted to a party under licence, where that licence permits dealing with the subject rights as contemplated under this Agreement.

Labour – means any physical work conducted by a NETCorp Representative.

Law – means any applicable statute, regulation, by-law, ordinance, or subordinate legislation in force from time to time in Australia, whether made by a State, Territory, the Commonwealth, or a local government, and includes the common law and rules of equity as applicable from time to time.

Loss – means loss, cost or damage or any cost or expense suffered or incurred, however caused whether based in tort, contract or otherwise.

Managed & Hosted Services Schedules – means Schedule 3 of this Agreement.

Master Terms – means clauses 1-14 of this Agreement.

Recurring – means any Service(s) Deliverable that is monthly, annually, or bi-annually ongoing.

Regulatory Authority – means the Australian Communications and Media Authority (or any replacement agency or authority) and any other governmental body having regulatory oversight in connection with the Services.

Representatives – means the person(s) for the time being occupying the position as notified in writing by NETCorp from time to time.

Security Management Plan – means NETCorp’s management plan governing how NETCorp manages security, as developed under the Security Policy.

Security Policy – means NETCorp Services & Information Security Policy & Standards, a security policy compliant with Australian Standard ISO/IEC 27000-2009, with the latest version is available at http://www.netcorp.net.au

Service Charges – means all charges incurred in respect of the Service(s) under this Agreement calculated in accordance with the pricing specifications set out in the Service Order Form.

Service Level(s) – means the level of service that NETCorp provides to the Customer specified in Service Levels Schedule 4 and the Service Order Form.

Service Levels Schedule – means Schedule 4 of this Agreement.

Service Order Form – means the Service Order Form signed or authorised by NETCorp and the Customer for Service Charges. The Service Order Form may be in the form of, quotation, agreement, acceptance of work via written or electronic mail, and\or invoice payment.

Service Unit Rate (SUR) – the rate for a Charge for NETCorp to provide a Service to the Customer, as may be specified in the Service Order Form.

Service Unit Term (SUT) – means the applicable term for a Service as specified in the Service Order Form for that Service.

Services – means the list of computer and net based functions provided by NETCorp to the Customer as specified in Service Order Form.

Services Schedules – means the Architecture Services Schedules, Cloud Services Schedule, and the Managed & Hosted Services Schedule.

Term – means the period commencing on the signing or initial payment on invoice of this Agreement and ending on the cancellation of all Service(s) provided hereunder.

This Schedule applies when the parties have agreed a Service Order Form in respect of any Architecture Services.

Architecture Services means Enterprise Architecture Services or Solution Architecture Services

Deliverables means the deliverables to be provided by NETCorp as specified in the Service Order Form.

Enterprise Architecture Services means services involving the development of a blueprint of the Customer's organisation from a technology perspective, defining the hardware, operating systems, programming, and networking solutions for the organisation as a whole.

Solutions Architecture Services means the design of specific information systems or applications to describe a particular solution and the work required to deliver it.

  1. The Service Order Form sets out the details of the Architecture Services and any Deliverables to be provided by NETCorp
  2. The Service Order Form will also set out the details of any materials and inputs to be provided by the Customer. These materials and inputs must be provided by the Customer by the dates specified in the Service Order Form or, where no dates are specified, upon reasonable request.
  3. NETCorp will perform the Architecture Services and deliver the Deliverables to the Customer.
  4. NETCorp aims to meet the scheduled timeframes and delivery dates set out in the Service Order Form but cannot guarantee to do so. The time estimates in the Service Order Form are based on NETCorp’ s previous experience, assumptions as to the nature of the internal environment, the availability of our Representatives at the time the Service Order Form was agreed and the timeliness of the Customer's inputs and materials. As a result, any indications given by NETCorp with respect to the delivery dates are estimates only and may vary.

Either party may request changes to the scope of the Architecture Services or the Deliverables.

If the parties agree on the proposed changes, then NETCorp will provide the Customer with a document setting out the impact of the changes on the scope of the Architecture Services (including price, Deliverables, and resources).

  1. The Service Order Form may set out that acceptance testing is required for a Deliverable. If so, the following process will apply for that Deliverable:
    1. there will be an acceptance test period of five (5) Business Days from the date NETCorp delivers the Deliverable to the Customer.
    2. the Customer may carry out acceptance testing during the acceptance test period to make sure that the Deliverable is consistent with the requirements set out in the Service Order Form.
    3. if the Deliverable is consistent with the requirements in the Service Order Form, the Customer must issue NETCorp with an acceptance notice before the end of the acceptance test period; and
    4. if the Deliverable is not consistent with the requirements in the Service Order Form (a Defect), the Customer must provide NETCorp with a written defect notice before the end of the acceptance period which provides NETCorp enough information to enable it to identify the defects and repair that Deliverable. NETCorp will then re-submit to Deliverable to the Customer and the accepting testing will begin again. To avoid doubt, a minor or cosmetic difference, as defined by the Customer, to the requirements which does not have any substantive effect on the Deliverable will not be regarded as a Defect for the purposes of this clause.
    5. if NETCorp does not consider a matter raised by the Customer constitutes a Defect, it will notify the Customer. The parties will use all reasonable efforts to resolve a dispute about whether there is a Defect as soon as reasonably practicable, including by escalation to more senior management, under Clause 6 of this Agreement.
  2. Acceptance of a Deliverable occurs on the earliest of:
    1. the date the Customer issues a notice of acceptance to NETCorp.
    2. expiry of the acceptance test period (unless a valid Defect notice has been issued); or
    3. the Customer uses the Deliverable in any way other than for testing purposes.
  3. Acceptance of a Deliverable does not affect any rights the Customer may otherwise have under any law or elsewhere in this Agreement to have defects in a Deliverable corrected.
  1. NETCorp aims to, but cannot guarantee, that each Deliverable will be free from defects errors.
  2. NETCorp does not accept responsibility or liability for defects in a Deliverable which result from the Customer's inputs and/or materials or which are caused by misuse of or intentional damage to the Deliverable (other than by NETCorp).
  1. If it is stated on the Service Order Form that a Steering Committee is to be established, the parties must agree and establish such a committee and a process for the conduct of its business by the date stated in the Service Order Form.
  2. The Steering Committee must consist of each party's nominated project managers or officers. All members of the Steering Committee must be authorised and properly qualified, informed and instructed to enable the Steering Committee to properly assess progress under this Schedule.
  3. Unless agreed otherwise, the members of the Steering Committee or their authorised delegates must meet weekly at the Customer’s offices at an agreed time.
  4. At least one (1) Business Day prior to a Steering Committee meeting, NETCorp’ s project manager must submit to the Customer’s project manager a report of progress including:
    1. details (including dates) of Deliverables commenced, completed, or accepted.
    2. details of any delays or issues arising from the project, including any known reasons for the delay or issue arising, and plans for the management of such delays and issues.
    3. a review of any minutes and actions from the last meeting and any issues log.
    4. any new change requests or contract variations (if applicable); and
    5. details of the progress of any draft change requests or contract variations (if applicable).
  1. NETCorp retains all Intellectual Property Rights in and to its material which is incorporated into the Deliverables and any material it develops for the Customer in carrying out the Architecture Services.
  2. Unless otherwise set out in the Service Order Form, NETCorp grants to the Customer a perpetual, non-exclusive, non-sub-licensable and non -transferable license in Australia to use, adapt and reproduce solely for its internal business purposes the NETCorp material which is incorporated into a Deliverable and any material NETCorp develops for the Customer in carrying out the Architecture Services.
  3. Unless otherwise agreed in the Service order Form, the Architecture Services and any Deliverables are provided for the Customer's benefit only, and the Customer must not use them for a third party’s benefit or allow a third party to use them.
  1. All Charges for the Architecture Services are as set out in the Service Order Form.
  2. The Charges must be paid in the amounts and at the times set out in the Service Order Form.
  3. The Customer must also reimburse NETCorp for out-of-pocket expenses reasonably and actually incurred by it in performing the Architecture Services, provided that NETCorp.
    1. first obtains approval for each expense from the Customer whereby the expense is greater than $100; and
    2. produces a valid invoice or receipt when claiming the expense.
    3. where the expense is less than a $100 valid invoice or receipt will not be produced.
  4. Where the Service Order Form sets out a price for a Deliverable which is not calculated on a time and materials basis, that price is subject to the Customer providing its inputs and materials as required and to the assumptions and dependencies set out in the Service Order Form remaining valid and being fulfilled. Where the quoted price will be impacted as a result of any change to the factors, the Charge may be varied as a result of an agreed change through the change management procedure in clause 3 of this Schedule.
  1. Each party will treat as Confidential Information all information provided by the other relating to the provision of the Architecture Services including: the Service Order Form; and
  2. technical, operational, billing, pricing, and commercial information in relation to the supply of the Architecture Services.

This Schedule applies when the parties have agreed a Services Order Form for Cloud Services. NETCorp’s Cloud Services consist of:

Cloud services NETCorp Inclusions NETCorp Responsibility
Foundation Management of applicable NETCorp hardware Availability
Premium As for Foundation, plus Cloud Software Licences, software patching, monitoring and maintenance Availability and Maintenance
Premium + As for Premium, plus service support, integration Availability, Support and Maintenance

Where the parties have agreed a Cloud Services Form, they must also agree an Architecture Services Form. NETCorp is not required to deliver any Cloud Services until the Architecture Services have been delivered (unless NETCorp waives such requirement).

Cloud Services means Services provided as Foundation, Premium and or Premium+

Cloud Software means the software to be provided as part of PaaS or SaaS, as specified in the Service Order Form.

Cloud Software Terms means the end user licence agreements for the relevant Cloud Software, as provided by NETCorp to the Customer in conjunction with the Service Order Form

Customer Data means data or information that is submitted by the Customer into the Cloud Service to be stored or processed and made accessible from the Cloud Service in any form, regardless of the format, location or medium.

Cutover Date means the date when NETCorp advises the Customer that the Customer can commence loading Customer Data into the Cloud Service following the completion of the Transition in Services.

Deliverables means the deliverables to be provided by NETCorp as specified in the Service Order Form.

Environment means the entire set of technology components required for the provision of the Cloud Service.

Permitted User means such specified persons that the Customer has permitted to use the Cloud Services, including individual end users

Support Services means any services specified in the Service Order Form that are additional to or bundled with the Cloud Service and may include, but are not limited to, implementation, user training and ongoing system administration, monitoring and performance management, backup, and recovery services.

Third Party Application means an application supplied, licensed from, or owned by a third party which is used by the Customer.

Transition In Services means any activities specified in the Service Order Form that are to be undertaken by NETCorp prior to the Cutover Date that may include data migration, business continuity plans, testing of the Cloud Service (including user acceptance testing), handover arrangements and planning to enable the Customer’s operations and Customer Data to be moved to the Cloud Services.

  1. The Cloud Services are provided for the Service Unit Term as specified in the Service Order Form.
  2. The Cloud Services may be terminated or suspended in accordance with the Master Terms.
  1. NETCorp will provide the Cloud Services as specified in the Service Order Form.
  2. In providing the Cloud Services, NETCorp aims to meet the applicable Service Levels, except to the extent a Service Level Exclusion applies. The Customer acknowledges that the Service Levels are targets only and failure to meet the Service Levels is not a breach of this Agreement (but nothing in this clause limits any right of the Customer to claim any rebate under the Service Level Schedule).
  3. Any Transition in Services shall be provided by NETCorp in accordance with the Service Order Form.
  4. The Customer must pay the Charges for the Cloud Services as set out in the Service Order Form.
  1. Where the Cloud Services include Cloud Software, the Customer acknowledges that the Cloud Software is not owned by NETCorp and its use by the customer is subject to the Cloud Software Terms.
  2. NETCorp is not liable for, and does not warrant or support, the Cloud Software or any other third-party products or services, whether or not they are designated by NETCorp as “certified” or otherwise, except as specified in Service Order Form.
  1. The Service Order Form may set out that acceptance testing is required for a Deliverable. If so, the following process will apply for that Deliverable:
    1. there will be an acceptance test period of 5 Business Days from the date NETCorp delivers the Deliverable to the Customer.
    2. the Customer may carry out acceptance testing during the acceptance test period to make sure that the Deliverable is consistent with the requirements set out in the Service Order Form. if the Deliverable is consistent with the requirements in the Service Order Form, the Customer must issue NETCorp with an acceptance notice before the end of the acceptance test period; and
    3. if the Deliverable is not consistent with the requirements in the Service Order Form (a Defect), the Customer must provide NETCorp with a written defect notice before the end of the acceptance period which provides NETCorp enough information to enable it to identify the defects and repair that Deliverable. NETCorp will then re-submit to Deliverable to the Customer and the accepting testing will begin again. To avoid doubt, a minor or cosmetic difference at the discretion of the Customer to the requirements which does not have any substantive effect on the Deliverable will not be regarded as a Defect for the purposes of this clause.
    4. if NETCorp does not consider a matter raised by the Customer constitutes a Defect, it will notify the Customer. The parties will use all reasonable efforts to resolve a dispute about whether there is a Defect as soon as reasonably practicable, including by escalation to more senior management under Clause 6 of the Master Terms
  2. Acceptance of a Deliverable occurs on the earliest of:
    1. the date the Customer issues a notice of acceptance to NETCorp.
    2. expiry of the acceptance test period (unless a valid Defect notice has been issued); or
    3. the Customer uses the Deliverable in any way other than for testing purposes.
  3. Acceptance of a Deliverable does not affect any rights the Customer may otherwise have under any law or elsewhere in this Agreement to have defects in a Deliverable corrected.
  1. The Customer agrees that the access rights of any specified Permitted User (for example on a named or password enabled basis) cannot be shared or used by more than one individual, unless the right is reassigned in its entirety to another individual authorised user in which case the first user shall no longer have any right to access the Cloud Service.
  2. The Customer acknowledges and agrees that the Cloud Services may be provided on a shared service basis to the Customer and other clients of NETCorp from a common code base and/or common Environment and NETCorp may from time to time:
    1. change add or delete the functions, features, performance, or other characteristics of the Cloud Service, and if such change, addition, or deletion is made, the specifications of the Cloud Service shall be amended; accordingly, and
    2. correct errors or upgrade the Cloud Service, provided that the functionality or availability of the Cloud Service used by the Customer shall not decrease during the Service Unit Term.
  3. NETCorp does not guarantee any change, addition, deletion, error correction, patch or new version will be compatible with any application, other software or interface that connects to or interfaces with the Cloud Service that has been made by or on behalf of the Customer unless that change, addition, deletion, error correction, patch or new version has been made by, or recommended by, NETCorp.
  4. The Customer is solely responsible for all Customer Data and it, and its specified Permitted Users, are solely responsible for entering Customer Data into the Cloud Services, maintaining Customer Data (including backing up and restoring Customer Data) and ensuring that it is accurate and not false, misleading, or deceptive nor is it likely to mislead or deceive.
  5. The Customer will use its best endeavours to prevent viruses or other harmful or malicious code in the Customer Data and that the Customer Data does not infringe any third party’s rights.
  6. The Customer must not:
    1. remove, alter, or obscure any disclaimer or notice, or any restricted right legend, trademark, copyright, or other ownership right legend appearing in the Cloud Service on a screen or any printout from the Cloud Service.
    2. copy, adapt, translate, publish, communicate to the public, or create any adaptation, translation, or derivative of the Cloud Service or any user documentation, unless expressly permitted by law.
    3. reverse engineer, reverse compile, decompile or disassemble the object code of any part of the Cloud Service or otherwise attempt to derive the source code of the Cloud Service, except to the extent permitted by law; or
    4. use or permit the use of the Cloud Service for any purpose that may cause damage or injury to any person or property or breach any law.
  1. NETCorp does not own or have any interest in or rights to the Customer Data wherever it may be located other than as set out in this Agreement.
  2. The Customer grants to NETCorp or to any third party associated with NETCorp, a non- exclusive, non-transferable licence over the Customer Data for the sole purpose of NETCorp performing its obligations under this Agreement and enabling the Customer’s use of the Cloud Service including handling Customer Data in accordance with the Customer’s instructions.
  1. On termination of the Cloud Services for any reason:
    1. all licences granted in this Schedule immediately terminate.
    2. other than in respect of Confidential Information, which is Customer Data, each party must destroy or return and make no further use of any Confidential Information (and all copies of them) of the other party
    3. at the Customer’s request made within 30 days of termination, NETCorp must provide the Customer with access to a copy of all Customer Data in the format specified in the Order Documents or if no format is specified, in the standard format as usually provided by NETCorp, and then subsequently delete all Customer Data held.
  1. Additional terms and conditions may be set out in the Service Order Form in relation to Foundation Services.
  2. Unless otherwise specified in the Service Order Form, the Customer is solely responsible for:
    1. configuring, installing, maintaining, and obtaining licences to any software, applications or other materials that may be installed, located, hosted, or otherwise stored on Foundation Services.
    2. ensuring that all content and data stored on or otherwise retained on the Infrastructure as a Service are backed-up and that copies of back-up media are stored securely.
    3. restoring data or content from back-up media
    4. implementing and maintaining security measures to protect the data, software, applications, or other materials that are installed, located, hosted, or otherwise stored in Foundation Services
    5. obtaining all third-party consents that are necessary to enable the Customer to store the relevant data and content in Foundation Services; and
    6. all use of Foundation Services by any person.
  3. The Customer must:
    1. ensure that all licences obtained by it in relation to software, applications or other materials that are hosted on the Infrastructure as a Service extend to permit NETCorp (and its sub-contractors) to run, execute or otherwise use each such item for the purposes of providing the Infrastructure as a Service; and
    2. comply with the terms of all licences referred to in clause 9.2.1 and 9.3.1.
  1. Additional terms and conditions may be set out in the Service Order Form in relation to Premium Services.
  1. Additional terms and conditions may be set out in the Service Order Form in relation to SaaS

This Schedule applies when the parties have agreed a Services Order Form for Managed & Hosted Services.

Internet Services means the provision of access to worldwide networks, as specified in the Service Order Form.

Telco Services means Data Centre Hosting, Internet Services and Managed Network Services,

Managed Private Network Services means the provision of a private network, the connection of multiple local area networks using a private wide area network, as specified in the Service Order Form.

Data Centre Hosting means the provision of space in a data centre for the keeping of ICT equipment, some facilities may have additional terms, and these are to be set out in the Service Order form

Transition In Services means any activities specified in the Service Order Form that are to be undertaken by NETCorp prior to commencement of the Managed Services that may include, audit of the Customer's IT environment, deployment of management software and commissioning of a secured management link and any transitional support services required to enable the Managed Services to commence.

  1. The Telco Services are provided for the Service Unit Term as specified in the Service Order Form.
  2. The Telco Services may be terminated or suspended in accordance with the Master Terms.
  1. Additional terms and conditions may be set out in the Service Order Form in relation to Telco Services

High Availability means an availability level of 3 or above.

Resolution Time is measured from the second that the Service becomes unavailable according to our reporting and automatic notification systems, to the time those systems report the resumption of the Service, provided that:

  1. where an individual Service Outage occurs outside of a Support Hours Window, the measurement of time for the restoration of that Service Outage commences when the next subsequent Support Hours Window opens (e.g., if a customer has subscribed for a "Corporate" Support Level and a Service Outage occurs at 1am,
  2. the measurement of the Resolution Time does not commence until 8:30am, when the next Support Hours Window opens); and the measurement of time for the restoration of a Service Outage is only to occur within a Support Hours Window (e.g., if a customer has subscribed for a "Corporate" Support Level and a Service Outage is notified at 5pm, the measurement of time for resolving the Service Outage commences at 5pm, stops at 5:30pm and recommences at 8:30am the next following day when Support is provided).

Services Downtime means the aggregate of the time recorded against each individual Service for planned and unplanned Services Outages that occur during supported hours.

Services Outages means when a Service is not available for any reason, excluding and subject to clause 5.1.3 of the Master Terms.

Services Resolution Time means the maximum time permitted for NETCorp to resolve each incident that affects an individual Service. as set out in the table in clause 2 of this Schedule for the relevant availability level, and subject to the measurement of time in accordance with the definition of Resolution Time

Support Hours Window is the daily time period that NETCorp provides support for service outages for the relevant Support Level.

Support Level means the relevant level of Support as set out in the table in clause 3 of this Schedule.

Service Quality means the reliability of the delivered service to enable the customer to utilise the service for its intended use.

  1. Availability Level Options
    NETCorp measures Services availability as the aggregate of time recorded against each Service for planned and unplanned outages, scheduled and urgent maintenance events that occur at any time, calculated over the SUT, where the Services are unavailable to the Customer.
    Level Uptime (%) Downtime
    per annum per 30 days
    1 98.9% 96 Hours 8 Hours
    2 99.5% 48 Hours 4 Hours
    3 99.85% 13.2 Hours 66 Minutes
    4 99.95% 4.4 Hours 22 Minutes
    5 99.98% 1.8 Hours 9 Minutes
    Uptime is calculated as a percentage using the following formula:
    Uptime = (Total Time – Cumulative Downtime)/Total Time, expressed as a percentage
    Where:
    Uptime: Actual service availability (calculated as a percentage)
    Cumulative Downtime: The total amount of time-of-service downtime (measured in minutes)
    Total Time: Total time for the service since the start of the SUT (measured in minutes)
  2. Resolution Time Options
    Level Response Time Resolution Time
    1 4 Hours 24 Hours
    2 3 Hours 12 Hours
    3 2 Hours 8 Hours
    4 30 minutes 2 Hours
    5 15 minutes 1 Hour
  3. Support Options
    All Services Basic Small Business Corporate Enterprise Enterprise +
    Services Support Hrs Best Effort M – F 8am to 6pm M-F 8am to 6pm 7 days 8am to 6pm 24x7x365
    General Service Desk Hrs (IMACDR*) M – F 8am to 6pm
    *Installs, Moves, Changes, Deletes, Restores
    Prearranged Service Desk Hrs – 7 days’ notice required M – F 6am to Midnight M – F 6am to Midnight M – F 6am to Midnight 24 X 7 X 365*
    *Excluding Christmas, and New Year’s Day
    Once off Request fee for prearranged Services (7+ days notification): $950.00 + $180 p/h $450.00 + $180 p/h $350.00 + $180 p/h $250.00 + $180 p/h
    Once off Request fee for prearranged Services (less than 7 days notification): $1150.00 + $180 p/h $650.00 + $180 p/h $550.00 + $180 p/h $350.00 + $180 p/h
    Start Work Service Desk Request Best Effort Best Effort 2 Business Days 2 Business Days 1 Business Days
    Availability: Level 1 Level 2 Up to Level 4 Up to Level 5 Up to Level 5
    NOC Monitored no no Included Included Included
    Dedicated Account Manager no yes yes yes yes
    Network Services
    PRTG Portal no no Included Included Included
    Assessment & Planning no no Included Included Included
    Implementation Support no no Included Included Included
    Data Centre Services
    Included Access Cards (Extra $50 per card) 2 6
    General Access Hours M – F 8am to 5pm M – F 8am to 5pm
    Pre-Arranged Access hours M – F 6am to Midnight 24x7x365*
    *Excluding Christmas, and New Year’s Day
    Emergency Access outside General hours $450.00 $250.00
    Access to Build room* $350.00 per day $150.00 per day
    *Maximum of 5 days

Service Rebates apply to Services where the agreed Services delivery time or, availability does not meet the agreed standard.

Service Rebates for failure to meet the Service standards are:

Rebate for affected Service(s) – Period 1 Rebate for affected Services – Period 2 Rebate for affected Services – Period 3
Where the Service Downtime standard is exceeded during a Monthly billing period, a Service Rebate paid at 10% of the monthly Service charge per hour or part thereof beyond the Service Downtime standard. Where the Service Downtime standard is exceeded during a second monthly billing period, on the same individual Service, a Service Rebate paid at 30% of the monthly Service charge per hour or part thereof beyond the Service Downtime standard. Where the Service Downtime standard is exceeded during a third monthly billing period, on the same individual Service, then a Service Rebate of one month’s Service charge will apply.

Notes:

  • Period 1 - the first monthly billing cycle in which Service Downtime standard is exceeded.
  • Period 2 - the month billing cycle following Period 1
  • Period 3 - the month billing cycle following Period 2

The maximum Services Rebate paid within one month is capped at 100% of the Charge per month per affected individual Services.

Additionally, where the Services availability standard has not been met on the same individual Services for two or more consecutive measurement periods, NETCorp will provide one of the following options:

  • A change in service type, where it is available, (using alternative technologies). The alternative service would be provided as equivalent as that of the existing service, or
  • Subject to feasibility, the provision of a redundant service.

These options will be provided, at no incremental cost to the Customer, until such time as either the Services is able to meet service availability standards, or the contract ends.

Service Outage notifications relate to the arrangements for NETCorp or its suppliers to plan, conduct and manage:

  • Routine and urgent maintenance events / Service Outages and to provide advance advice to the Customer; and
  • Unplanned Service Outages (like faults, for example) and provision of subsequent advice to the Customer.

The notification of routine and urgent maintenance events will include advice of the planned events, the type of work to be undertaken, the individual Services to be affected, the extent of any maintenance period, the completion of events and the reporting of successfulness of the service outage.

The standards applicable to the provision of advice the Customer about planned service outages are not dependent on what Service Level is selected with regards to the Services. The standards:

  • Routine maintenance – at least 2 weeks’ notice
  • Urgent maintenance of up to ½ hour duration – at least 4 hours’ notice.
  • Urgent maintenance of ½ hour to 4-hour duration – at least 24 hours’ notice.
  • Urgent maintenance of over 4-hour duration – at least 80 hours’ notice.

Service Escalation means the occasional need for the NETCorp or the Customer to pro-actively escalate an issue where a delivery or support metric has been exceeded or is likely to be exceeded. Service Escalation requires:

  • NETCorp will escalate outstanding service requests or issues to your nominated contact person within your organisation in accordance with the applicable service escalation matrix shown below.
  • NETCorp will provide half (0.5) hourly reports to the Customer’s nominated contact officer for any escalated fault (unless otherwise agreed with the Customer).
  1. NETCorp Incident Management Escalation Matrix
    Escalation Level Resolution Time exceeded or likely to be exceeded by: Incident to be escalated to:
    1 An amount less than 24 hours The Customer’s IT Manager and NETCorp’s Service Manager for the service being delivered
    2 24 hours The Customer Corporate Services Manager and NETCorp’s Technical Service Manager
    3 48 hours or more The Customer CEO, Agency Secretary or General Manager and the relevant contract managers and NETCorp’s General Manager
    When the initial delivery of a service is going to be affected, the following escalation table applies.
  2. Service Delivery Escalation Matrix
    Escalation Level Due Date exceeded or likely to be exceeded by: Incident to be escalated to:
    1 An amount less than 30% beyond the expected delivery time The Customer’s IT Manager and NETCorp’s Service Manager for the service being delivered
    2 An amount greater than 30% beyond the expected delivery time The Customer Corporate Services Manager and NETCorp’s Technical Service Manager
    3 Situation where the completion date is unknown. The Customer CEO, Agency Secretary or General Manager and the relevant contract managers and NETCorp’s General Manager

This Schedule applies in respect of all Services as described in Schedules 2 and 3 and ordered by the Customer pursuant to a Services Order Form.

  1. Foundation, Premium and Premium + Services
    NETCorp recommends that Customers looking for High Availability have access to multiple IaaS environments with appropriate replication to the Customer’s needs. Customers are responsible for every facet of the operation of the resources provided in the IaaS environment, including:

          •   configuration of all operating systems and the operational environment.
          •   operational activity.
          •   data.
          •   backup; and
          •   all aspects of security.

    The Customer and its personnel must:

          •   comply with all reasonable directions from NETCorp in relation to the use of any servers using IaaS.
          •   only use resources in the IaaS environment in accordance with all applicable laws; and
          •   do all things necessary to prevent unauthorized access and use of resources provided in the IaaS environment.

    The Customer must not use the IaaS resources:

          •   for any purpose or activity which is illegal or to promote any such activity.
          •   to issue, distribute or publish any Data which is obscene, defamatory, threatening, or abusive.
          •   to disrupt or interfere with NETCorp’s business, or Other Users, or their software, hardware, or computers, including by the circulation of computer viruses.
          •   to access without authorisation any other computer accessible via the Virtual Server.
          •   to store illegal material such as pornography or sex-related products or attempt to sell that material; or
          •   for any other purpose in NETCorp’s reasonable opinion that would be inappropriate or likely to damage the reputation of NETCorp or other users.

    The Customer must take reasonable steps to ensure that its software, hardware, or network configurations are not used to cause any attack or security breach on NETCorp or any other user’s software, hardware, or network configurations.
  2. Backup as a Service (BaaS)

    When using BaaS:

          •  Customers must ensure that the contracted backup procedures are in line with their business requirements.
          •   Customers are responsible for testing that backup are successful.
          •   Any configuration or setup of backups by NETCorp is the responsibility of the Customer to check.
  3. Firewall Services
    NETCorp does not make any recommendation on how the Customer's firewall should be configured. NETCorp will take direction from the Customer on the requirements of the firewall and manage the firewall accordingly.
  4. Load Balancing Services
    NETCorp does not make any recommendation on how a Customer's Load Balancer should be configured. NETCorp will take direction from the Customer on the requirements of the Load Balancer and manage the Load Balancer accordingly.

General

This is an important document. It sets out the Product specific Terms and Conditions on which NETCorp IT Solutions PTY LTD [ABN 68 729 751 703] (“NETCorp”) provides Services to you, the Customer. You accept these Terms and Conditions when you purchase a Cloud Service through NETCorp IT Solutions Store and our NETCorp IT Solutions Control Panel. When you have accepted these Terms and Conditions, they become a legal agreement between you and NETCorp IT Solutions PTY LTD. Please read it carefully. Once you have accepted these Terms and Conditions, you can always access and review them via the NETCorp IT Solutions Website and its contents are owned and operated by NETCorp IT Solutions PTY LTD (“NETCorp”).

  1. These Terms and Conditions cover Domain Name Services (together or separately referred to as “Services”).
  2. Domain Name Services: includes:
    1. Domain Name Services: includes the registration and maintenance of Domain Names through NETCorp IT Solutions’s preferred domain name registrar’s (GoDaddy) for top level domains (“TLD’s” and gLTD’s).
  1. The registration and administration of domain names is conducted pursuant to general policies determined and promulgated by the Internet Corporation for Assigned Names and Numbers (”ICANN”).
  2. ICANN has delegated the registration and administration of particular TLD’s (au, uk etc) to accredited Domain Name Registrars who conduct the registration and administration of domain names in those TLD’s according to general ICANN policies, as interpreted by each Domain Name Registrar. There may accordingly be significant differences in administration of domain names for particular TLDs.
  3. In order to purchase a domain name, Customer enters into a registration agreement with NETCorp IT Solutions’s domain name registrar, GoDaddy relating to the relevant TLD and its administration of that TLD. As there may be significant differences between agreements relating to each TLD, Customer must carefully review and agree to, and accept sole responsibility for agreeing to, each particular registration agreement.
  1. Registration: NETCorp IT Solutions accepts no responsibility for the refusal of a domain name registrar to register a particular domain name, and Customer irrevocably waives any rights of any kind whatsoever against NETCorp IT Solutions arising out of the refusal of a domain name registrar to register a particular domain name.
  2. Renewal: ICANN policies do not permit domain name registrars to solicit nor pay fees on behalf of Customers for renewal of domain names. It is Customer’s sole responsibility, on receiving a notice for renewal of a domain name, to promptly pay all fees for renewal or risk loss of the domain name. Neither NETCorp IT Solutions nor GoDaddy accepts liability for any failure, for any reason whatsoever, to renew a domain name on a timely basis.
  3. Cancellation: ICANN policies require cancellation of domain names in certain circumstances, including fraud, provision of false registration details, interference with the rights of third parties and other grounds. A Customer is not entitled to a refund of registration fees, in whole or in part, on any such cancellation. NETCorp IT Solutions does not, under any circumstances, refund any registration fees, in whole or in part, on any cancellation of a domain name by a domain name registrar. It is the sole responsibility of Customer to review and adhere to the terms and conditions of the agreement for each domain name, including without limitation the terms and conditions which may lead to cancellation of domain names.
  4. How to Cancel a Domain Name Renewal: We DO NOT accept telephone cancellations, a cancellation must be in writing or submitted via email.
  1. Payment of Domain Names Fees: NETCorp IT Solutions will notify Customer of fees for registration and/or renewal of domain names. Under ICANN policies Registrars are not permitted to solicit nor pay fees on behalf of Customers for renewal of Domain names. It is Customer’s sole responsibility, on receiving a notice for renewal of a Domain name, to promptly pay all fees for renewal or risk loss of the Domain name. Neither NETCorp IT Solutions nor GoDaddy accepts liability for any failure, for any reason whatsoever, to renew a Domain name on a timely basis.
  2. Delays in Payment of Domain Name Fees: NETCorp IT Solutions cannot take action to register or renew Domain names until in each instance it has received payment for the particular service. Customers must allow 3 business days to elapse after making payment and issuing instructions to NETCorp IT Solutions to register or renew a Domain name before NETCorp IT Solutions is able to process the application or renewal. Neither NETCorp IT Solutions nor GoDaddy accepts liability for failure to register or renew a Domain name through delays of Customer in making payments and/or arising out of administrative delays, acts or omissions of Customers or third parties or out of automated systems failures.

communications and hosting services (collectively “Services”). It is intended to ensure that your use (and that of all other Customers and users) of NETCorp IT Solutions’s Services is optimized by minimizing disruptions and outages caused by use otherwise than in accordance with the terms of each Customer’s agreement with NETCorp IT Solutions or by use which unfairly interferes with the rights of other Customers and Internet users. It is also intended to ensure that each Customer understands its obligations to comply with legislation which applies to Content which may be hosted on Customers websites or transmitted over telecommunications networks.

We may from time to time amend this Usage Policy. Your use of our Services after any amendments or revisions have been posted on the NETCorp IT Solutions website will constitute your acceptance of the amended Usage Policy.

You must:

Use our Services in a manner which complies with all relevant laws, whether Federal, State or international;

Comply with all service usage limitations applicable to the plan or product selected by you;

Be solely responsible for disseminating or posting content through the Services or publishing on the web pages of your site, including obtaining legal permission to use any works included in such content and/or web pages;

Respect the legal protection afforded by copyright, trade mark, patent and other laws protecting intellectual property rights in material, including content and software applications, accessible through the Internet;

Respect the privacy of others and the legal protection afforded by the Privacy Act (Cth) 1988 and all other applicable laws and regulations; and Use our Services in a manner which does not interfere with, jeopardise or disrupt our Services (including their operation) or other Internet users.

You must not use our Services to:

Violate anyone’s copyright or intellectual property rights;

Send Infringing Texts. Transmitting any material that may infringe the intellectual property rights or other rights of third parties, including trademark, copyright or rights of publicity;

Tamper with the Carriers’ networks. Interfering with or disrupting networks connected to the Service or violating the regulations, policies or procedures of such networks;

Publish or transmit defamatory, obscene, threatening, abusive or offensive material or content which breaches the ratings of the Classification Board;

Publish content which is unsuitable for minors without using appropriate warnings and/or labeling systems for that content;

Enable minors to access content inappropriate for a minor or to make contact with minors other than minors known to you;

Facilitate or engage in “spamming” which we regard as unsolicited broadcast or commercial email or text messages sent to recipients who do not affirmatively and verifiable request the material, collect or redirect responses from unsolicited emails sent from accounts with other Internet service providers or Carriers, or any activity which is prohibited under:

  1. the Spam Act 2003 (Cth);
  2. any other applicable legislation and regulations; and
  3. policies or regulations of any regulatory authority or body having jurisdiction over such activities; Breaches of the SPAM Act 2003 (Cth) carry heavy penalties (up to $220,000 per day for individuals and up to $1,100,000 per day for companies).

Facilitate or engage in the sending of solicited broadcast, bulk or commercial email or otherwise utilize our Services in a manner which may, in our opinion, compromise or adversely affect server performance or network integrity.

Create or propagate Internet viruses, worms and other types of malicious programs;

Facilitate or engage in “Hacking” which we regard as including gaining illegal or unauthorized access to any computers, accounts or networks accessible through the Internet;

Misrepresent transmission information by forging, deleting or altering message headers, return mail information and/or Internet Protocol addresses in order to conceal or misidentify the origin of a message;

Interfere with, disrupt or jeopardise or threaten to interfere with, disrupt or jeopardise our Services and/or the ability of our customers or any of them to use the Services; or Breach any relevant law, Federal, State or international. Facilitate or engage in “spamming” which we regard as unsolicited broadcast or commercial email sent to recipients who do not affirmatively and verifiable request the material, collect or redirect responses from unsolicited emails sent from accounts with other Internet service providers, or any activity which is prohibited under:

If you have Cloud Hosting or other Shared Web Hosting, you also must not: Distribute, File-share or store multimedia files if those files account for more than 20% of the disc space usage on your website in terms of total space and/or number of files. For these purposes multimedia files comprise any graphic, pdf, audio and video files; Use our Services for development purposes; Use our Services for CGI script sharing; or Run background programs without our prior written permission.

You agree to comply with the service usage limitations of the plan or product selected by you. Service usage limitations apply to:

  1. Bandwidth
  2. Traffic (inbound, outbound and aggregated)
  3. Data storage
  4. Text Messaging
  5. Server resources
  6. Mailboxes
  7. It is your responsibility to be aware of the usage limitations under the plan or product selected by you, and to observe them.

These limitations enable us to operate our network at optimal efficiency for the benefit of all customers and users, and to ensure that all our customers enjoy internet services of the highest quality. If you exceed the service usage limitations applicable to your plan, we may at our option shape your services, charge additional fees and/or take other actions to restrict use of the services until the service usage limitations are observed. If excessive use in breach of the service usage limitations in your Plan adversely affects server performance or network integrity, we reserve the right to shut down your service without notice to you.

NETCorp IT Solutions reserves the right to refuse service or shut down a service if your peak usage of resources exceeds 10x the usage of an average NETCorp IT Solutions customer. This includes but is not limited to total mail domain allocated space, the number of mail users under unlimited user plans, email hosting, shared web hosting and virtual server data usage under unlimited plans. Additional fees and charges may apply for usage outside these terms.

We exercise no direct supervision or control whatsoever of content and software transmitted through our network or hosted on our infrastructure, and we do not monitor your websites, the content published them or your activities to determine whether they fail to comply with this Usage Policy or with any relevant law. We do monitor usage limitations using various tools to ensure that our network and infrastructure is operating at optimal efficiency. When we become aware of any breach or threatened breach of this Usage Policy, we may take whatever action we deem necessary, in our sole discretion and without notice to you, to correct such breach or threatened breach, including:

  1. Monitoring your website and traffic;
  2. Shutting down a website or Service;
  3. Suspending or denying access to the Services or to the Internet on a temporary or permanent basis; and/or
  4. Deleting or removing content or software stored on our infrastructure.
  5. In certain circumstances we can be required to remove content from our network infrastructure by third parties, including on receipt of a Take Down Notice under the Copyright Act of 1968 (as amended)(Commonwealth of Australia).

In all cases you will indemnify us against, and we will not be held liable for, any loss or damage which you may suffer through the suspension, unavailability or removal of the Services or which we may suffer where your use of the services causes loss or damage to a third party.

You should be aware that we may disclose information relating to you and your use of the Services, including website activity and Internet transmissions, in order to comply with any court order, subpoena, summons, discovery request or order made by any competent court or any warrant or request of any authorized government agency.
We reserve the right to investigate suspected violations of this Usage Policy, including the gathering of information from users involved and from complainants, as well as examination of materials and content which may have been stored on or transmitted through our network. In investigating breaches of this Policy, you authorise us to cooperate with law enforcement authorities and other regulators as well as other systems administrators at other Internet and carriage service providers.

NETCorp IT Solutions is committed to delivering the highest level of service to our customers. Whilst we do everything we can to look after your needs, we’re not perfect. Things can, and sometimes do, go wrong. When they do go wrong, we want to make sure that you are heard and understood and that any problem is resolved as soon as possible. This statement outlines the way we handle complaints and our commitment to their resolution.

Contacting us to request support or report a service difficulty is not necessarily a complaint. A complaint is when you let us know that something is unsatisfactory or unacceptable. This could be an issue with our product or service, your interaction with us or even the way we have handled an enquiry or complaint itself. We understand that when you make a complaint, you expect a response or resolution. If we are not sure, we will always seek to clarify with you whether you are making a complaint. As a current or former customer of NETCorp IT Solutions, you have the right to make a complaint if you are dissatisfied. You will not be charged for making a complaint.
You are welcome to lodge a complaint yourself or nominate an authorised person or advocate to liaise on your behalf when making a complaint. You can contact us with the details of your complaint by using any of the contact methods listed below. If your complaint is via telephone, we will usually acknowledge receipt of your complaint as soon as we have spoken to you. If you lodge your complaint by letter or email, we will acknowledge receipt within 2 business days. If you need any assistance with making or lodging a complaint, progressing a complaint, or simply to understand our complaint handling process, please let us know. Please also let us know if you have a disability, are suffering financial hardship, have any special needs, or are from non-English speaking background so that we can provide the right assistance.
Email: [email protected] Written: NETCorp IT Solutions Unit 3, 33 Archer Street Carlisle, WA 6101
Corporate:
Technical Support 1300 686 715 6:30am – 6:30pm, AWST Mon - Fri
Billing 1300 686 715 8.30am – 5.30pm, AWST Mon - Fri
Sales 1800 951 054 8.30am – 5:30pm, AWST Mon – Fri
Copyright © NETCorp IT Solutions Pty Ltd 2020 ABN 68 729 751 703

Our aim is to provide you with an efficient, accessible, fair and transparent process for handling your complaint.

If you are making a complaint by phone, the staff member you speak with will confirm you are lodging a complaint, record this, and attempt to resolve the matter immediately. If they are unable to do so, a manager will take responsibility for your issue.

If we receive a complaint via an email or letter, a case manager will contact you within 2 business days to confirm receipt of the complaint and let you know how your complaint will be resolved and how long it will take.

When you lodge a complaint with NETCorp IT Solutions, a specific Complaint Reference Number will be generated and provided to you. If you keep this number and refer to it when dealing with us, you can speed things up as your complaint details are kept filed against this number for immediate access and review.

We aim to assess, investigate and resolve all customer complaints as soon as we can, however this process may take up to 15 working days. If there is a delay in resolving your complaint, we will contact you as soon as possible after we become aware of it. If we believe it will take longer than 15 days to resolve your complaint, we will provide you with additional information about the delay including the cause of the delay, how long it will take to resolve and the options available to you for external dispute resolution.

If you’d like a status update on the resolution of your complaint, you can contact any of the phone numbers (during the hours indicated above) with your Complaint Reference Number and we will update you.

Please note that we will not implement a resolution, nor close your complaint until we have your agreement to do so. Your agreement may be either verbal or in writing.

Once you have agreed to a resolution, we will make the necessary actions within 10 working days of your acceptance unless otherwise agreed upon with you. Of course, if some actions are required on your part, then this may take longer depending on you.

If you’d like us to provide written confirmation of your complaint and the resolution, we’ll supply this to you upon request within 5 working days. We will also not cancel your service for the sole reason that you were unable to resolve a complaint with us.

However, if after careful consideration and appropriate internal escalation, we believe that there is nothing further we can do, and the complaint is frivolous or vexatious, we may decide to end our complaint resolution process with you. If this is the case, we will send you, within 5 working days, written notification of our decision and advise you of avenues available to you for pursuing the matter further via alternative third-party dispute resolution schemes.

We deal with the majority of complaints in the order in which they are received. However, there are certain complaints that are considered urgent; such as those involving financial hardship, service loss, or imminent service loss or disconnection. Urgent complaints will be acknowledged within one business day and we aim to resolve the urgent aspects of such a complaint within 2 business days, or let you know of any reason for a delay and a specific timeframe for resolution, and options available to you for alternative dispute resolution. Please let us know if you think your complaint is urgent. You can learn more about NETCorp IT Solutions Financial Hardship Policy by scrolling down further Please note that NETCorp IT Solutions does not offer a Priority Assistance service.
We believe that NETCorp IT Solutions complaint handling process provides the quickest and most effective way for you to resolve your complaint. As a first step we would ask you to allow us the opportunity to exhaust all avenues in resolving your complaint to your satisfaction. However, if you are not satisfied with our resolution or the way we’ve handled your compliant, you are welcome to request that this be escalated with us. We will acknowledge this request within 5 working days for regular complaints, or 2 working days for urgent complaints. An escalated complaint will be handled by a dedicated senior complaint manager. After you have escalated this within NETCorp IT Solutions, should you remain dissatisfied, you may seek complaint mediation or further assistance from the Telecommunications Industry Ombudsman (TIO) (by calling 1800 062 058 or visiting their website www.tio.com.au). You also have the opportunity to contact the Department of Fair Trading in your state or territory. Please note that you will need a Complaint Reference Number from NETCorp IT Solutions, and that the TIO or Department of fair trading will expect that you have attempted to resolve the complaint with NETCorp IT Solutions before lodging it with them.

NETCorp IT Solutions understands that sometimes unforeseen financial hardship may affect your ability to pay us for services you have used, and we are committed to assisting you at such times.

We are here to help. We will work with you to help you respond to financial difficulty, whether temporary or long-term. We are committed to helping customers facing financial hardship maintain telecommunications access and working with you to find a sustainable solution. Any help we can give will depend on your individual circumstances, and we provide help on a case-by-case basis.

We understand that financial hardship is about your inability to pay us rather than an unwillingness to do so. It can be either limited or long term in duration, and may come about due to a variety of factors or events, such as:
  1. The loss of employment of you or a family member;
  2. A family breakdown;
  3. Illness including physical incapacity, hospitalisation, the mental illness of the consumer or a family member, a death in the family;
  4. Natural disaster.
We provide a range of payment and service options to help in such situations, so if you are having a problem with paying your bill, or you wish to discuss options available to you to minimise your bill, call our Accounts Team on 1300 686 715. You can reach us Monday to Friday from 8.30am to 5.30pm Australian Western Standard Time. Our staff are trained to be sensitive and empathetic and to act with understanding whilst managing the situation within business requirements. They are able to accept reasonable payment arrangements, taking into account your individual circumstances. Please remember that the earlier you contact us, the better. Discussing your concerns gives us the opportunity to help you manage your bills.

A financial arrangement is generally structured around a payment plan to help you repay the debt at a rate you can manage. When we agree on a financial arrangement, we understand that repayments should be sufficient to cover expected future use of the service as well as providing continued reduction of debt at a reasonable level to ensure that you do not go further into debt under the arrangement.

To help us make an assessment we may need to ask you some questions about your financial hardship. We may also require documentation in support of the information you provide to us. Examples of this include a letter from your doctor if your hardship is due to illness, or a letter from a recognised financial counsellor indicating you have consulted them. If we will require such supporting information from you, we will advise you at the time we discuss your situation.

We understand that each instance of financial hardship is unique and therefore requires us to work with you to tailor a flexible solution to your needs. We also understand that this may require amending over time as your situation changes. As well as a financial arrangement or payment plan, some of the options we may discuss with you to assist you keep connected include (but are not limited to):
  1. Placing a restriction on part of your service or specific services.
  2. Transferring you to a pre-paid service.
  3. Low cost interim options for you until you can continue with the original payments.

Whilst we will discuss a range of options for you, some of the common ones we will consider in order to assist you include:

  1. Temporarily postponing or deferring payments.
  2. Agreeing on an alternative arrangement plan.
  3. Discounting or waiving certain administrative fees and charges.

Once a payment arrangement has been made, if we have concerns about your financial situation, we may suspend or disconnect your service; however disconnection of your service is used only as a last resort, and we will endeavour to work with you to ensure this does not happen. Should your circumstance change at any time whilst on a payment plan, please contact us as soon as possible so we can reassess your situation.

There are also a number of other ways we can help you to reduce a debt that we can discuss with you. For example, we can consider call barring, service restrictions and plan changes (where possible) and we can also look at ways you can better monitor your own spend.

Please remember that we are here to help you. If you have any complaints or concerns that you wish to raise with NETCorp IT Solutions about our Financial Hardship process or team, we operate an independent complaint handling team that are also here to assist you. For further details on this process and how to contact them, please see our complaints handling policy.

If you are facing financial difficulty, you may wish to consider obtaining advice from a financial counsellor. Financial counselling is a free service offered by community organisations, community legal centres and some government agencies. You can talk to a financial counsellor anywhere in Australia by calling the Financial Counselling Hotline on 1800 007 007. This free hotline is open from 9.30am to 4pm Monday to Friday.

NETCorp IT Solutions means NETCorp IT Solutions PTY LTD and its Related Bodies Corporate.

Related Bodies Corporate has the meaning given to the term in the Corporations Act 2001 (Cth).

Reportable Conduct has the meaning given by section 4 of this Policy.

Whistleblower means a person making an honest and reasonable allegation of Reportable Conduct.

In this agreement, unless the context requires another meaning:
  1. NETCorp IT Solutions promotes a culture of ethical conduct and a high standard of corporate governance and encourages the reporting of any Reportable Conduct.
  2. This Policy is underpinned by NETCorp IT Solutions core values:
    1. Integrity & Honesty
    2. Hard Work
    3. Service-Orientated
    4. Dedicated
    5. Teamwork
  3. The objectives of this Policy are to:
    1. Encourage the reporting of any matter genuinely believed to be Reportable Conduct without fear of victimisation, harassment, or discriminatory treatment.
    2. provide a framework to deal with allegations of Reportable Conduct and ensure such allegations are investigated appropriately.
    3. provide Whistleblowers with a clear understanding of how allegations of Reportable Conduct will be handled and support them through the process.
    4. provide natural justice and procedural fairness to any person subject of an allegation of Reportable Conduct.
  4. This Policy will be initially distributed to all officers and employees prior to 1 January 2020 and thereafter provided to all new employees along with a copy of their employment contract.
  5. This Policy will be reviewed every two years to ensure it is operating effectively and compliant with any relevant laws and governance guidelines, and re-distributed to all officers and employees in the event that such review leads to amendment.
  6. NETCorp IT Solutions will provide training to managers on how to respond to any reports of Reportable Conduct made under this Policy.
  7. A copy of this Policy will be published by NETCorp IT Solutions on its website at http://netcorp.net.au/legal/ and may be requested from the HR Manager or General counsel by any employee at any time.
In this agreement, unless the context requires another meaning:
  1. NETCorp IT Solutions recognises that making an allegation of Reportable Conduct can be very daunting and stressful. NETCorp IT Solutions will provide the protections outlined below at 3.2, provided that the Whistleblower:
    1. acted honestly, with a genuine or reasonable belief that the information provided in relation to Reportable Conduct is true (or likely to be true);
    2. made the disclosure in accordance with this Policy; and
    3. did not themselves engage in serious misconduct or illegal conduct in relation to the Reportable Conduct.
  2. To the maximum extent possible, NETCorp IT Solutions will ensure that a Whistleblower is protected from disciplinary action, victimisation, retaliation or claims by NETCorp IT Solutions as a result of making the report. However, NETCorp IT Solutions has no authority to offer immunity against prosecution from entities outside the NETCorp IT Solutions group.
In this agreement, unless the context requires another meaning:
  1. Reportable Conduct is unlawful, unethical, or irresponsible behaviour which includes:
    1. illegal activity (such as theft, illicit drug use or dealing, violence or threatened violence)
    2. a failure to comply with a legal duty, legislation or standard that relates to NETCorp IT Solutions business
    3. gross mismanagement or waste
    4. dishonest or unethical behaviour, including behaviour that would breach NETCorp IT Solutions Code of Conduct
    5. fraud or corruption (such as the making or accepting of bribes)
    6. unsafe work practices or any conduct that poses a serious risk to the health and safety of any person but generally, excludes personal work related grievances.
  2. NETCorp IT Solutions does not tolerate behaviour that is Reportable Conduct and believes that any person who becomes aware of Reportable Conduct has a responsibility to make a report.
In this agreement, unless the context requires another meaning:
  1. A report of Reportable Conduct may be made by:
    1. employees
    2. directors
    3. officers
    4. contractors (including people employed or engaged by contractors)
    5. suppliers; and
    6. consultants.
  2. A report may be made anonymously, however this may make it hard for a report to be thoroughly investigated. If the Reportable Conduct is the subject of further legal action, it may be necessary for a Whistleblower to be identified
  3. A report under this Policy may be made to any of the following (noting that the appropriate person may depend on the content of the report and the person who is the subject of the report):
    1. the relevant General Manager
    2. the HR Manager
    3. the General Counsel
    4. the relevant NETCorp IT Solutions executive
    5. the Chair of the Audit & Risk Committee.
In this agreement, unless the context requires another meaning:
  1. NETCorp IT Solutions will ensure that the investigation of any allegation of Reportable Conduct is thorough, objective, fair and independent of the Whistleblower and any person or business unit that is the subject of the allegation. Whistleblower is known, the Whistleblower will be kept informed of the progress and outcomes of the investigation by the HR Manager or General Counsel.
In this agreement, unless the context requires another meaning:
  1. The identity of a Whistleblower must be kept confidential unless:
    1. The Whistleblower consents to the disclosure of their identity
    2. Disclosure of details that might reveal the Whistleblower’s identity is reasonably necessary for the investigation of the allegation of Reportable Conduct
    3. The allegation of Reportable Conduct is required to be reported to ASIC, APRA, the AFP or the Commissioner of Taxation; or
    4. the identity is disclosed to a lawyer in the process of obtaining legal advice or representation.
  2. To avoid putting the investigation at risk, a Whistleblower must keep confidential the fact that an allegation of Reportable Conduct has been made, subject to any legal requirement of disclosure.
In this agreement, unless the context requires another meaning:
  1. It is a condition of employment that all employees must at all times comply with this Policy, and a breach of this Policy may be considered a breach of the Employment Agreement.
  2. Due to the potential for serious consequences to persons subject of an allegation of Reportable Conduct, it is imperative that any report made under this Policy is made in good faith, with a reasonable belief that the information provided is correct. Any deliberately made false allegation of a Reportable Matter will be treated as a serious disciplinary matter.