Design Shore Managed Services Terms and Conditions

Design Shore Managed IT Services Agreement

Effective Date: 1st October 2026

This Managed IT Services Agreement ("Agreement") is entered into between:

DESIGN SHORE TECHNOLOGIES AUSTRALIA PTY LTD
AU Company No.: 611087917
ABN: 50611087917
Registered Address: 1/571 Great North Road, Grey Lynn, Auckland 1021, Australia
("Design Shore", "we", "us" or "our")

and

Customer: [Customer Legal Name]
ABN / Company No.: [Insert]
Address: [Insert]
("Customer", "you" or "your")

Together, the "Parties".

1. Purpose of This Agreement

Design Shore provides managed IT, remote monitoring and management, technical support, cybersecurity and related technology services to businesses.

This Agreement sets out the terms under which Design Shore will provide those services to the Customer.

The specific services, devices, users, pricing and selected service plan will be identified in an Order Form, Proposal, Statement of Work or Service Schedule accepted by the Customer.

If there is any inconsistency between documents, the following order of precedence applies:

1. Signed Order Form or Statement of Work.
2. Applicable Service Schedule.
3. This Managed IT Services Agreement.
4. Any other incorporated document.

2. Business-to-Business Agreement

The Customer confirms that:

• It acquires the Services for business purposes.
• It is in trade.
• Design Shore supplies the Services in trade.
• This Agreement is a business-to-business agreement.

To the maximum extent permitted by law and where it is fair and reasonable for the Parties to be bound by this provision, the Parties agree that the Consumer Guarantees Act 1993 will not apply to the Services supplied under this Agreement.

Nothing in this Agreement excludes, restricts or modifies any right or obligation that cannot lawfully be excluded, restricted or modified.

3. Definitions

For this Agreement:

Business Hours means Design Shore's normal Australia support hours stated in the applicable Service Schedule.

Business Day means Monday to Friday in Australia excluding public holidays observed in Auckland.

Device means an approved computer, workstation, laptop, server or other endpoint enrolled in Design Shore's management platform.

Managed Device means a Device on which Design Shore's approved remote monitoring and management agent has been successfully installed and remains operational.

Managed User means a customer user covered under a user-based Managed IT plan.

Services means the managed IT and related services Design Shore agrees to provide.

Service Plan means the Essential, Business, Professional, Secure or another customised managed service plan selected by the Customer.

Third-Party Services means software, licences, cloud platforms, security services, backup products, telecommunications or other products supplied or operated by third parties.

Support Request means an IT assistance request submitted through a Design Shore-approved support channel.

Project Work means work outside normal recurring managed services, including migrations, major deployments, infrastructure changes, office relocations and significant system implementations.

4. Service Plans

The Customer will subscribe to one or more Service Plans described in its Order Form. Unless otherwise agreed in writing, Design Shore's standard plans are:

4.1 Essential - Monitor & Maintain

Indicative price: AU$35 + GST per Managed Device/month

The Essential Plan may include:

• Continuous automated device monitoring.
• Operating system patch management.
• Supported third-party application patching.
• CPU and memory monitoring.
• Disk utilisation monitoring.
• Device availability monitoring.
• Service and application monitoring.
• Hardware inventory.
• Software inventory.
• Asset visibility.
• Automated maintenance tasks.
• Configured system alerts.
• Remote management capability.
• Periodic device health reporting.

Technical Support

Technician support time is not included in the Essential Plan unless expressly stated in the Order Form. Technical support requested by the Customer will be charged at Design Shore's applicable managed-client rate.

4.2 Business - Monitor, Maintain & Support

Indicative price: AU$69 + GST per Managed Device/month

Includes applicable Essential services plus:

• Remote IT helpdesk.
• Remote troubleshooting.
• Desktop support.
• Software troubleshooting.
• Email assistance.
• Printer and peripheral assistance.
• Basic Microsoft 365 support.
• Connectivity troubleshooting.
• Software installation assistance.
• Proactive remediation.
• Priority support.

Unless otherwise stated in the Order Form, the Business Plan includes up to 60 minutes of remote technical support per Managed Device per month. Support time is pooled across Managed Devices within the Customer organisation.

Example: 10 Managed Devices = up to 10 pooled support hours per month.

Unused support hours:

• Do not accumulate.
• Do not roll over.
• Have no cash value.
• Cannot be transferred to another billing period.

Additional support is charged at the applicable managed-client rate.

4.3 Professional - Fully Managed IT

Indicative price: AU$99 + GST per Managed User/month

Includes applicable Business services plus:

• Standard remote IT support subject to fair use.
• Microsoft 365 administration.
• User administration.
• Employee onboarding and offboarding.
• Device configuration.
• Routine software deployment.
• Advanced automated remediation.
• IT documentation.
• Asset lifecycle assistance.
• Backup monitoring where separately subscribed.
• Security configuration reviews.
• Vendor coordination.
• Technology recommendations.
• Periodic IT health reviews.
• Priority support.

4.4 Secure - Managed IT + Cybersecurity

Indicative price: From AU$139 + GST per Managed User/month

Includes applicable Professional services plus agreed security services, which may include:

• Managed endpoint security.
• Endpoint Detection and Response (EDR).
• Antivirus management.
• Ransomware protection.
• Security monitoring.
• Drive encryption monitoring.
• Security policy management.
• MFA configuration.
• Microsoft 365 security reviews.
• Vulnerability monitoring.
• Patch compliance monitoring.
• Backup monitoring.
• Security reporting.
• Priority security incident response.

The precise cybersecurity products and licences included will be specified in the Customer's Order Form.

MDR and other specialist security services may incur additional charges.

5. Minimum Monthly Charge

Unless otherwise agreed in writing, Design Shore may apply a minimum managed services account charge stated in the applicable Order Form.

Where Design Shore offers a standard minimum account charge, it may be equivalent to a minimum number of Managed Devices or Managed Users.

Any minimum charge must be disclosed to the Customer before acceptance of the relevant Order Form.

6. Device and User Count

Charges are based on the number of Managed Devices, Managed Users or other licensed assets applicable to the Customer's plan.

The Customer must notify Design Shore when:

• Employees join.
• Employees leave.
• Devices are added.
• Devices are replaced.
• Devices are permanently retired.
• Its IT environment materially changes.

Design Shore may also use its management systems to determine the number of active Managed Devices.

Billing may be adjusted to reflect additions or removals in accordance with the applicable Order Form and billing cycle.

7. Onboarding

Before ongoing managed services begin, Design Shore may perform onboarding activities including:

• Environment discovery.
• Device inventory.
• RMM agent installation.
• Monitoring policy configuration.
• Patch policy configuration.
• Security configuration.
• Documentation.
• Account configuration.
• Baseline assessment.
• Remediation of identified issues.

Onboarding may be charged separately.

Pre-existing problems identified during onboarding are not automatically included within recurring support fees. Design Shore will advise the Customer where significant remediation or Project Work is recommended.

8. Remote Monitoring and Management

The Customer authorises Design Shore to install and operate remote monitoring, management and support software on approved Managed Devices.

This software may allow Design Shore and its authorised service providers to:

• Collect device health information.
• Collect hardware and software inventory.
• Monitor operating system status.
• Monitor applications and services.
• Monitor performance.
• Deploy updates.
• Execute scripts.
• Install or remove approved software.
• Remotely access devices.
• Perform administrative tasks.
• Generate alerts.
• Automate remediation.
• Collect technical logs necessary to provide the Services.

Design Shore will use these capabilities only for legitimate service, support, security, administration and related purposes.

9. Remote Access

The Customer authorises Design Shore personnel to remotely access Managed Devices where reasonably necessary to provide the Services.

Design Shore will maintain reasonable controls around technician access.

The Customer is responsible for ensuring its employees and contractors are appropriately informed about remote IT administration and monitoring applicable to their devices.

Where practical and appropriate, Design Shore may seek user authorisation before interactive remote sessions.

However, unattended administrative access may be used where authorised by the Customer and reasonably necessary for monitoring, maintenance, security, patching or remediation.

10. Patch Management

Design Shore may deploy approved operating system and supported third-party application updates.

The Customer acknowledges that:

• Software updates can occasionally cause compatibility problems.
• Vendors may withdraw or replace updates.
• Some updates require reboots.
• Some applications cannot be automatically updated.
• Unsupported software may not be patchable.
• Updates may temporarily affect system availability.
• Design Shore does not control third-party software vendors.

Where appropriate, Design Shore may delay, approve, reject or schedule updates based on operational or security considerations.

11. Automation

The Customer authorises Design Shore to use automation for routine IT management.

Automation may include:

• Service restarts.
• Software deployment.
• Patch deployment.
• Temporary file cleanup.
• Health checks.
• Remediation scripts.
• Device configuration.
• Alert responses.
• Other approved maintenance tasks.

Design Shore will use reasonable care when designing and deploying automated actions.

However, no automated system can guarantee that every issue will be detected or resolved.

12. Support Hours

Standard human support is provided during the Business Hours specified in the Customer's Service Schedule or Order Form.

Unless specifically purchased, 24/7 monitoring does not mean 24/7 human technical support.

Monitoring systems may operate continuously, while technician response occurs according to the applicable support plan and service levels.

After-hours, weekend and public-holiday support may:

• Require prior arrangement.
• Be subject to technician availability.
• Incur additional charges.

13. Support Priorities and Target Response Times

Priority 1 - Critical

Examples:

• Widespread business outage.
• Critical production system unavailable.
• Suspected major cybersecurity incident.
• Multiple users unable to perform critical business functions.

Target initial response: 1 business hour

Priority 2 - High

Examples:

• Important service materially impaired.
• Multiple users affected.
• Major application unavailable with workaround available.

Target initial response: 2 business hours

Priority 3 - Normal

Examples:

• Individual user problem.
• Application issue.
• Printer issue.
• Email configuration.
• Routine technical assistance.

Target initial response: 4 business hours

Priority 4 - Request

Examples:

• Software installation.
• User changes.
• Configuration request.
• General IT advice.
• Non-urgent administrative work.

Target initial response: 1 Business Day

These are target initial response times, not guaranteed resolution times.

Resolution depends on factors including issue complexity, third-party vendors, hardware availability, Customer cooperation and external services.

14. "Unlimited" Support and Fair Use

Where a Service Plan is described as including "unlimited remote support", this means reasonable standard day-to-day remote IT support relating to the Customer's normal supported environment.

Unlimited support does not mean unlimited engineering, consulting or project resources.

The following are normally outside unlimited support:

• Major migrations.
• Tenant-to-tenant migrations.
• Server migrations.
• Office relocations.
• Network redesign.
• Major infrastructure changes.
• Large software deployments.
• New office setups.
• Major cloud migrations.
• Custom software development.
• Website work.
• CRM/ERP implementation.
• Cybersecurity remediation projects.
• Data recovery.
• Major disaster recovery.
• Training programmes.
• Cabling.
• Hardware installation projects.
• Work caused by unsupported systems.
• Recurring issues caused by the Customer declining recommended remediation.
• Work reasonably classified as Project Work.

Design Shore will not intentionally classify routine support as Project Work merely to avoid providing an included service.

Where reasonably practicable, Design Shore will advise the Customer before undertaking separately chargeable work.

15. Fair Use Review

If support consumption becomes materially higher than reasonably expected for an organisation of comparable size and environment, Design Shore may discuss the usage with the Customer.

The Parties will first attempt to identify and address the cause.

Possible solutions may include:

• Remediation of recurring problems.
• Replacement of failing equipment.
• Employee training.
• Infrastructure improvements.
• Security improvements.
• Adjustment of the Service Plan.
• A separately agreed support arrangement.

Design Shore will not automatically impose additional charges for included support without notifying the Customer and obtaining agreement where required under this Agreement.

16. Project Work

Project Work is outside recurring managed service fees unless expressly included.

Design Shore will normally provide:

• A quotation.
• Estimate.
• Statement of Work.
• Written approval request.

before commencing material Project Work.

Emergency work reasonably necessary to protect the Customer's systems, data or security may be undertaken where prior approval cannot reasonably be obtained, subject to any agreed emergency authority or spending limit.

17. Third-Party Software and Services

Design Shore may use or resell third-party technology to deliver the Services.

This may include technology for:

• Remote monitoring and management.
• Remote access.
• Cybersecurity.
• Backup.
• Microsoft services.
• Cloud infrastructure.
• Email security.
• Networking.
• Software licensing.
• Other IT functions.

Third-party products remain subject to the relevant provider's technical limitations, availability and applicable licence terms.

Design Shore does not control third-party vendors and cannot guarantee uninterrupted availability of their products or services.

18. Third-Party Licence Changes

Third-party vendors may change:

• Licence fees.
• Product features.
• Minimum quantities.
• Product names.
• Licence structures.
• Availability.

Where a third-party cost applicable to the Customer changes, Design Shore may pass through the reasonable corresponding change after giving the Customer reasonable notice.

Where practicable, Design Shore will discuss materially adverse changes and available alternatives with the Customer.

19. Cybersecurity

Design Shore will use reasonable care in providing agreed cybersecurity services.

However, the Customer acknowledges that:

No cybersecurity system can guarantee prevention of every cyberattack, malware infection, ransomware event, data breach or unauthorised access.

Cybersecurity is a shared responsibility.

The Customer must follow reasonable security recommendations, including where applicable:

• Using MFA.
• Maintaining supported operating systems.
• Maintaining supported applications.
• Using appropriate endpoint protection.
• Maintaining backups.
• Controlling administrator access.
• Promptly removing former employees.
• Using appropriate passwords.
• Reporting suspicious activity.
• Following agreed security policies.

20. Security Incidents

If Design Shore becomes aware of a suspected security incident materially affecting systems within the scope of the Services, Design Shore will take reasonable steps appropriate to the circumstances.

These may include:

• Investigation.
• Containment.
• Isolation.
• Account suspension.
• Credential reset recommendations.
• Endpoint isolation.
• Escalation.
• Evidence preservation.
• Vendor engagement.
• Customer notification.

Significant incident response, forensic investigation, recovery and remediation may constitute separately chargeable Project Work unless included in the Customer's Service Plan.

21. Backups

Backup services are included only where expressly stated in the Order Form.

Where Design Shore manages backup services, the applicable schedule should identify:

• Protected systems.
• Backup frequency.
• Retention.
• Storage location where applicable.
• Restoration expectations.
• Applicable third-party services.

Unless expressly agreed otherwise, backup monitoring does not constitute a guarantee that every file or system can always be successfully restored.

The Customer remains responsible for identifying data and systems that are business-critical.

22. Microsoft 365

Where included, Design Shore may provide Microsoft 365 administration and support.

Microsoft licensing fees are separate unless expressly included.

Design Shore is not responsible for outages, product changes or service limitations within Microsoft-controlled infrastructure.

Major Microsoft 365 migrations, SharePoint implementations, tenant restructuring and similar work may be separately quoted.

23. Hardware

Hardware purchases are not included in recurring managed service fees unless expressly stated.

Design Shore may recommend replacement of hardware that is:

• Obsolete.
• Unsupported.
• Unreliable.
• Insecure.
• Underpowered.
• No longer commercially reasonable to maintain.

The Customer is responsible for approved hardware purchase costs.

24. Unsupported and Legacy Systems

Design Shore may decline to support or may provide limited support for systems that:

• Are no longer supported by their manufacturer.
• Cannot receive security updates.
• Are illegally licensed.
• Are materially insecure.
• Are end-of-life.
• Have significant pre-existing defects.
• Cannot reasonably be managed using Design Shore's systems.

If the Customer elects to continue using unsupported systems against Design Shore's recommendation, Design Shore is not responsible for loss or damage to the extent caused by that decision.

25. Customer Responsibilities

The Customer agrees to:

• Provide accurate information.
• Provide reasonable access to systems.
• Maintain valid software licences.
• Designate authorised contacts.
• Notify Design Shore of employee changes promptly.
• Maintain appropriate physical security.
• Follow reasonable security recommendations.
• Avoid interfering with management agents.
• Not intentionally disable monitoring or security tools.
• Promptly report suspected security incidents.
• Maintain appropriate business continuity arrangements.
• Obtain any employee notices or consents required by law.
• Pay invoices when due.

26. Authorised Contacts

The Customer must nominate persons authorised to:

• Request support.
• Approve changes.
• Approve purchases.
• Request user creation or deletion.
• Authorise remote access.
• Approve Project Work.
• Make security-related decisions.

Design Shore may rely on instructions that reasonably appear to come from an authorised contact.

Design Shore may use additional verification for high-risk requests.

27. High-Risk Requests

Design Shore may require additional verification before carrying out requests involving:

• Password resets.
• Administrator access.
• MFA changes.
• Payment information.
• Bank details.
• Email forwarding.
• Data exports.
• Domain changes.
• Deletion of data.
• Security controls.
• Other sensitive actions.

Design Shore may refuse or delay a request where identity or authority cannot reasonably be verified.

28. Privacy and Personal Information

Each Party will comply with its applicable obligations under the Australia Privacy Act 2020.

In providing the Services, Design Shore may access or process personal information contained within Customer systems.

Where Design Shore processes personal information on behalf of the Customer, Design Shore will:

• Use it only as reasonably necessary to provide the Services or comply with law.
• Maintain reasonable safeguards.
• Restrict access to authorised personnel and service providers.
• Take reasonable steps to prevent unauthorised access, use or disclosure.
• Notify the Customer without undue delay after becoming aware of a privacy breach materially affecting Customer personal information processed by Design Shore.

The Customer remains responsible for determining the lawful purposes for which it collects and uses personal information within its business systems.

29. Privacy Breach Cooperation

Where a privacy breach involving Customer information occurs, the Parties will reasonably cooperate in:

• Investigating the incident.
• Identifying affected information.
• Containing the breach.
• Assessing potential harm.
• Preserving relevant information.
• Taking reasonable remedial steps.
• Meeting applicable notification obligations.

Unless required by law, Design Shore will not notify affected individuals on the Customer's behalf without coordinating with the Customer.

Each Party remains responsible for its own statutory notification obligations.

30. Confidentiality

Each Party must keep the other Party's Confidential Information confidential.

Confidential Information includes:

• Passwords.
• Credentials.
• Network information.
• Business records.
• Customer information.
• Financial information.
• Pricing.
• Technical documentation.
• Security information.
• Information reasonably understood to be confidential.

A Party may disclose Confidential Information:

• To employees and contractors who need it.
• To approved service providers.
• Where required by law.
• With the other Party's consent.

These confidentiality obligations survive termination.

31. Customer Data

As between the Parties, the Customer retains ownership of its Customer Data.

Design Shore does not acquire ownership of Customer Data merely by accessing or processing it to provide the Services.

Design Shore may use technical, operational and service information to administer, secure, troubleshoot and improve its services, provided any broader use of identifiable Customer Data is consistent with applicable law and the Agreement.

32. Service Providers and Subcontractors

Design Shore may use employees, contractors, affiliates and specialist third-party providers to deliver the Services.

Design Shore remains responsible for its obligations under this Agreement to the extent required by law and contract.

Design Shore will take reasonable steps to ensure persons with access to Customer systems are subject to appropriate confidentiality and security obligations.

33. Service Availability

Design Shore will use reasonable care and skill in providing the Services. However, uninterrupted service cannot be guaranteed.

Availability may be affected by:

• Internet outages.
• Telecommunications failures.
• Cloud outages.
• Vendor outages.
• Power failures.
• Hardware failure.
• Cyberattacks.
• Customer actions.
• Emergency maintenance.
• Natural disasters.
• Events outside Design Shore's reasonable control.

34. Fees

The Customer must pay the fees specified in its Order Form.

Unless stated otherwise:

• Prices are in Australia Dollars.
• GST is additional.
• Recurring services are billed monthly.
• Third-party licences may be billed in advance.
• Project Work is billed separately.

35. Payment

Invoices are payable within the payment period stated on the invoice or Order Form.

If no payment period is stated, payment is due within 14 days of invoice date.

The Customer must notify Design Shore promptly of any genuine invoice dispute and pay all undisputed amounts when due.

36. Overdue Accounts

If an undisputed invoice remains materially overdue, Design Shore may, after giving reasonable notice:

• Suspend non-critical Services.
• Suspend licence renewals where permitted.
• Decline new Project Work.
• Require overdue amounts to be paid before additional work is undertaken.

Design Shore will take reasonable care to avoid suspension that would create disproportionate security or data-loss risks.

The Customer remains responsible for charges incurred before suspension.

37. Price Changes

Design Shore may review recurring service pricing.

For Design Shore-controlled recurring service fees, Design Shore will provide at least 30 days' written notice of a material price increase unless a different notice period is stated in the Order Form.

Third-party licence or vendor price changes may be passed through in accordance with clause 18.

If a material Design Shore-controlled price increase takes effect during a fixed term and was not contemplated in the applicable Order Form, the Customer may terminate the affected recurring Service without an early termination fee by notifying Design Shore before the increase takes effect.

38. Term

The Agreement begins on the Effective Date and continues for the term specified in the Order Form.

Recommended options are: Month-to-Month or 12-Month Managed Services Term.

After the initial fixed term, the Agreement may continue month-to-month unless otherwise stated in the Order Form.

39. Customer Termination

For a month-to-month service, the Customer may terminate recurring Services by giving 30 days' written notice.

For a fixed-term agreement, termination rights and any agreed early termination charges must be stated in the applicable Order Form.

No early termination charge will apply where the Customer lawfully terminates for Design Shore's material breach that remains unremedied after a reasonable opportunity to remedy it.

40. Termination by Design Shore

Design Shore may terminate the Agreement on reasonable written notice.

Design Shore may suspend or terminate sooner where the Customer:

• Materially breaches this Agreement and fails to remedy the breach after reasonable notice.
• Repeatedly fails to pay undisputed invoices.
• Uses the Services unlawfully.
• Creates a material security risk.
• Abuses Design Shore personnel.
• Requests unlawful conduct.
• Intentionally interferes with security or management systems.
• Becomes insolvent.

Where reasonably possible, Design Shore will provide the Customer an opportunity to remedy the issue before termination.

41. Effect of Termination

Following termination:

• Recurring charges cease in accordance with the applicable notice period.
• Outstanding invoices remain payable.
• Design Shore may remove its management agents.
• Design Shore may disable remote management access.
• Design Shore will reasonably cooperate with transition to another provider.
• Customer credentials and documentation held for service purposes will be returned, transferred or securely dealt with as appropriate.
• Third-party licences may cease according to their applicable terms.

Material transition work may be charged at Design Shore's applicable professional services rate where not otherwise included.

Design Shore will not intentionally withhold Customer-owned credentials or Customer Data solely because the Customer changes providers, subject to lawful rights and outstanding obligations.

42. Service Transition

At the Customer's request, Design Shore will provide reasonable transition assistance to the Customer or its replacement IT provider.

This may include:

• Transfer of Customer-owned documentation.
• Removal of management agents.
• Transfer of administrative credentials controlled on behalf of the Customer.
• Reasonable technical handover.
• Coordination with the replacement provider.

Extended transition projects may be separately chargeable.

43. Warranties

Design Shore warrants that it will provide the Services:

• With reasonable care and skill.
• Using appropriately skilled personnel.
• Substantially in accordance with the agreed service scope.
• In accordance with applicable Australia law.

Except where expressly stated or required by law, Design Shore does not warrant that:

• Every IT issue will be prevented.
• Every security threat will be detected.
• Every cyberattack will be stopped.
• Every backup will always be recoverable.
• Third-party services will always be available.
• Technology systems will operate without interruption.

44. Limitation of Liability

To the maximum extent permitted by law:

Neither Party will be liable to the other for indirect, consequential or special loss, or for loss of anticipated profit, revenue, business opportunity or goodwill, except to the extent such exclusion is prohibited by law.

Subject to the paragraph below, Design Shore's aggregate liability arising from or relating to the Services during any rolling 12-month period will not exceed the total recurring managed service fees actually paid by the Customer to Design Shore under the affected Service during the six months immediately preceding the event giving rise to the claim.

The above exclusions and cap do not apply to liability that cannot lawfully be excluded or limited and should be read subject to applicable law.

Nothing in this clause limits the Customer's obligation to pay valid fees and charges due under the Agreement.

45. Customer-Controlled Risks

Design Shore is not responsible for loss or damage to the extent caused by:

• Customer negligence.
• Unauthorised Customer changes.
• Failure to follow reasonable security recommendations.
• Use of unsupported systems.
• Customer-supplied software.
• Illegal or unlicensed software.
• Customer disabling security tools.
• Customer disabling management agents.
• Failure to maintain agreed backups.
• Customer credential sharing.
• Third-party services outside Design Shore's reasonable control.
• Inaccurate instructions provided by the Customer.

46. Insurance

Each Party is responsible for maintaining insurance appropriate to its business and risk profile.

Design Shore's managed IT services are not a substitute for the Customer maintaining appropriate:

• Cyber insurance.
• Business interruption insurance.
• Equipment insurance.
• Other commercial insurance.

47. Force Majeure

Neither Party will be liable for delay or failure caused by circumstances outside its reasonable control, including:

• Natural disasters.
• Widespread telecommunications outages.
• Power failures.
• War.
• Civil disturbance.
• Government action.
• Major cloud infrastructure outages.
• Widespread cyber incidents.
• Other events beyond reasonable control.

The affected Party must take reasonable steps to minimise the effect of the event.

48. Intellectual Property

Each Party retains ownership of intellectual property it owned before this Agreement.

Design Shore retains ownership of its:

• Methodologies.
• Scripts.
• Automation.
• Templates.
• Processes.
• Documentation frameworks.
• Tools.
• General technical know-how.

Except where otherwise agreed in writing.

The Customer retains ownership of its Customer Data and Customer-created materials.

49. Non-Solicitation

During the Agreement and for six months after it ends, neither Party should knowingly solicit for direct employment personnel of the other Party who were materially involved in providing or receiving the Services, except through general recruitment not specifically targeted at those personnel.

This clause does not prevent a person from independently applying for a publicly advertised position.

50. Dispute Resolution

If a dispute arises, the Parties will first attempt to resolve it through good-faith discussions between appropriate representatives.

If unresolved, either Party may request escalation to senior management.

The Parties may then agree to mediation before commencing court proceedings.

Nothing prevents either Party from seeking urgent interim relief where reasonably necessary.

51. Governing Law

This Agreement is governed by the laws of Australia.

The Parties submit to the jurisdiction of the Australia courts.

52. Electronic Communications and Signatures

The Parties agree that this Agreement, Order Forms and related approvals may be entered into and communicated electronically to the extent permitted by Australia law.

Electronic signatures and electronic acceptance may be used where legally valid.

53. Notices

Formal notices under this Agreement must be sent to the contact details specified in the applicable Order Form.

Notices may be sent electronically unless the law requires another method.

Each Party must keep its notice details current.

54. Changes to Services

The Parties may agree to add or remove:

• Users.
• Devices.
• Services.
• Licences.
• Locations.
• Service modules.

Material changes to the scope or price must be recorded in writing, including through an accepted Order Form, Statement of Work or documented variation.

55. Entire Agreement

This Agreement together with the applicable Order Form, Service Schedule and Statement of Work constitutes the agreement between the Parties concerning the Services and supersedes earlier discussions or representations about those Services, except where applicable law provides otherwise.

56. Severability

If any provision is found invalid or unenforceable, it will be modified to the minimum extent necessary or severed where modification is not possible.

The remaining provisions continue in effect.

57. No Waiver

Failure by either Party to enforce a provision immediately does not waive that Party's right to enforce it later.

58. Assignment

Neither Party may assign this Agreement without the other Party's prior written consent, which must not be unreasonably withheld, except that Design Shore may assign the Agreement as part of a bona fide corporate restructuring, merger or sale of substantially all of the relevant business, subject to the assignee assuming Design Shore's obligations.

59. Relationship

Design Shore is an independent contractor.

Nothing in this Agreement creates a partnership, joint venture, employment relationship or agency between the Parties.

60. Acceptance

By signing the applicable Order Form or this Agreement, the Customer confirms that:

• It has read and understood the Agreement.
• It is entering into the Agreement for business purposes.
• It has had the opportunity to obtain independent legal advice.
• It agrees to the selected Service Plan and charges.
• It authorises the remote monitoring and management described in this Agreement.
• Its authorised representative has authority to enter into this Agreement.

Signatures

Design Shore Technologies AU Pty Ltd

Name: ______________________________

Position: ___________________________

Signature: __________________________

Date: ______________________________

Customer

Legal Name: _________________________

ABN / Company No.: _________________

Authorised Representative: ___________

Position: ___________________________

Signature: __________________________

Date: ______________________________

Schedule 1 - Customer Service Order

Customer Details

Legal Business Name: [Insert]

Trading Name: [Insert]

ABN: [Insert]

Primary Contact: [Insert]

Technical Contact: [Insert]

Billing Contact: [Insert]

Business Address: [Insert]

Selected Managed IT Plan

• Essential — $35 + GST / Device / Month
• Business — $69 + GST / Device / Month
• Professional — $99 + GST / User / Month
• Secure — From $139 + GST / User / Month
• Custom Managed IT Plan

Quantity

Managed Devices: ____________________

Managed Users: ____________________

Servers: ____________________

Locations: ____________________

Additional Services

• Endpoint Security
• EDR
• MDR
• Microsoft 365 Management
• Microsoft 365 Backup
• Endpoint Backup
• Server Backup
• Mobile Device Management
• Email Security
• Network Management
• Server Management
• Onsite Support
• Other: ______________________

Monthly Charges

Managed IT: AU$_____________

Security Licences: AU$_____________

Backup: AU$_____________

Microsoft / Cloud: AU$_____________

Other: AU$_____________

Total Monthly: AU$_____________ + GST

One-Off Charges

Onboarding: AU$_____________ + GST

Initial Remediation: AU$_____________ + GST

Other: AU$_____________ + GST

Contract Term

• Month-to-Month
• 12 Months
• 24 Months
• Custom: __________________

Start Date: __________________

Schedule 2 - Support & SLA

Standard Support Hours

Monday–Friday

[Insert AU support hours]

Excluding applicable Australia public holidays.

Target Initial Response

P1 Critical: 1 business hour

P2 High: 2 business hours

P3 Normal: 4 business hours

P4 Service Request: 1 Business Day

These are target response times and are not guaranteed resolution times.

After-Hours Support

• Not Included
• Available at Additional Charge
• Included under Custom Agreement

After-hours rate: AU$____________ + GST/hour

Minimum charge: ____________

Onsite Support

• Additional Charge
• Included Allowance

Rate: AU$____________ + GST/hour

Travel / Callout: AU$____________

Schedule 3 - Supported Environment

Workstations

Windows: __________________

macOS: ____________________

Linux: ____________________

Servers

___________________________

Microsoft Environment

Microsoft 365 Tenant: _______________

Azure: ______________________________

Network

Firewall: ___________________________

Switches: ___________________________

Wi-Fi: ______________________________

Security

Endpoint Security: __________________

EDR: _______________________________

MDR: _______________________________

Backup

Endpoint Backup: ____________________

Server Backup: ______________________

Microsoft 365 Backup: _______________

Schedule 4 — Authorised Contacts

The following people may authorise IT changes:

Primary Authorised Contact

Name: ____________________

Email: ___________________

Phone: ___________________

Secondary Authorised Contact

Name: ____________________

Email: ___________________

Phone: ___________________

Financial Approval Limit

Design Shore may undertake urgent authorised work up to:

AU$________ + GST

without additional written approval where necessary to restore critical services or contain a security incident.

Any expenditure above this amount requires approval from an Authorised Contact unless immediate action is reasonably necessary to prevent serious and imminent harm and prior approval cannot reasonably be obtained.

Customer Acceptance

The Customer confirms that the information contained in these schedules is accurate and forms part of the Managed IT Services Agreement.

Customer: ____________________________

Authorised Representative: ____________________________

Signature: ____________________________

Date: ____________________________