S365 – Terms of Service
Updated: 04/08/2022
Introduction
These Terms of Service govern the terms of our service to you (“the Client”). By submitting the Online Form to us, you acknowledge, accept, and agree that you have read these terms and are bound by them.
These terms constitute a legally binding agreement (“Agreement”) between you (the Client) and Support 365 Pty Ltd ACN 651 992 675 (“S365”).
S365 agrees to provide the Client with the Services under the terms of this Agreement.
OPERATIVE PROVISIONS
1. Definitions
Unless the contrary intention appears from the context:
“Additional Services” means services not specified in the Online Form, Services, S365 Microsoft Manager or S365 Device Manager, including but not limited to:
a) On-site visitation or services;
b) Hardware installation, repair or maintenance;
c) Assistance outside of 8am–6pm AEST Monday to Friday; or
d) Assistance on any public holiday observed by S365.
“Agreement” means this document, the Online Form, Schedules 1–3, and any annexures.
“Anti-virus” means any software S365 recommends to protect the Client’s systems from malware or predatory software.
“Commencement Date” means the date the Client submits the Online Form to S365.
“Applicable Requirements” means legislation, codes, or arrangements regulating the Services.
“Confidential Information” includes all confidential business or personal data, designs, proposals, contracts, or financial and operational information disclosed to S365.
“Email Protection” means software recommended by S365 for filtering spam or unwanted emails.
“Environment” means any part of the Client’s digital environment (hardware, software, network, etc.) associated with the Services.
“Firewall Security” means software or hardware recommended for network protection.
“Fees” means the fees payable to S365 as set out in Schedule 2.
“GST” has the meaning in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
“Intellectual Property” means all intellectual and industrial property rights.
“Insolvent” refers to any party that cannot pay its debts or has entered liquidation or insolvency administration.
“Licenses” means third-party licenses such as Microsoft Licenses, Anti-virus, Firewall Security, or Email Protection.
“Monthly Terms” means payment of Fees monthly as selected in the Online Form.
“Microsoft License” means licensed products or software sold by Microsoft.
“Online Form” means the service request submitted via S365’s website.
“Privacy Act” means the Privacy Act 1988 (Cth) and its amendments.
“Restraint Period” means 18 months, 1 year, or 6 months after termination, as applicable.
“Restraint Area” means the metropolitan area or a radius (10km or 5km) from where S365 provided the Services.
“Services” means those selected in the Online Form and detailed in Schedule 1.
“Service Levels” means service and response time commitments as in Schedule 3.
“Special Conditions” means any conditions listed in Schedule 1.
“Term” means the duration of the Agreement.
“User” means the Client, its staff, or authorised third parties using the Services.
“Variations” means adjustments to Users, Services, or Licenses under clause 4.6.
“Website” refers to www.s365.net.au.
The singular includes the plural and vice versa.
2. Term of Contract
This Agreement commences on the Commencement Date and continues indefinitely until terminated under clause 14.
3. Contract for Service
This Agreement is for services and does not create an employment relationship between S365 and the Client or any Client personnel.
4. Services Provided by S365
This Agreement consists of:
The Online Form
These general terms
Schedule 1
Schedule 2
Schedule 3
4.2 Commencement
S365 will begin providing the Services on the Commencement Date.
4.3 Services
S365 will deliver the Services selected in the Online Form, between 8am–6pm AEST, Monday to Friday, excluding S365-observed public holidays.
4.4 Licenses
S365 manages Client and User licenses per this Agreement. Clients remain responsible for obtaining licenses unless agreed otherwise.
4.5 Additional Services
Requests for Additional Services are at S365’s discretion. If accepted, S365 will issue a quotation and Tax Invoice.
4.6 Variations
The Client may vary Users, Services, or Licenses by written notice. Fee adjustments will apply from the next calendar month.
5. Client Obligations and Warranties
Clients must:
Comply with Applicable Requirements;
Maintain security of their Environment;
Ensure proper configuration, security, and backups;
Pay relevant taxes and fees;
Maintain regulatory compliance; and
Notify S365 of any inability to meet obligations.
6. Fees and Payment
Fees are payable monthly in advance on valid Tax Invoices.
Interest of 10% per annum applies to overdue amounts.
S365 may suspend Services for non-payment.
Fees continue to accrue during suspension.
S365 may adjust Fees with notice.
7. Ownership
The Client retains ownership of its Environment.
S365 retains ownership of its Intellectual Property.
All discoveries or inventions by S365 remain S365 property.
8. Insurance
Both parties must maintain adequate insurance coverage.
9. Indemnity
The Client indemnifies S365 and its personnel against all losses, damages, or claims arising from:
Client breaches;
Negligence or misconduct;
Security breaches;
Third-party actions related to the Services.
This indemnity survives termination.
10. Limitation of Liability
To the extent permitted by law, S365:
Excludes implied warranties;
Does not guarantee defect-free or uninterrupted Services;
Limits liability to correction or resupply of Services.
11. Software Security
S365 takes reasonable security measures but does not guarantee total internet security or uninterrupted access.
12. Claims
Clients must promptly notify S365 of any claim or potential claim.
13. Confidentiality and Privacy
Both parties agree to:
Protect each other’s Confidential Information;
Use it only for purposes of this Agreement;
Comply with the Privacy Act 1988 (Cth);
Not transfer confidential data outside Australia without consent.
14. Termination
S365 may terminate immediately if the Client breaches, becomes insolvent, or fails to remedy a breach within 7 days.
Either party may terminate with notice as specified.
15. Obligations on Termination
Upon termination, S365 will:
Return Client Confidential Information;
Transfer credentials and control of the Environment.
Fees and third-party costs may still apply until the termination date.
16. Solicitation
During the Agreement and for the Restraint Period, the Client must not:
Solicit or hire S365 staff;
Interfere with S365’s clients or suppliers.
17. Goods and Services Tax (GST)
All fees are exclusive of GST unless stated. GST will be added at the prevailing rate.
18. Dispute Resolution
Disputes must first undergo:
Written notice;
Good faith discussion;
Mediation via the Australian Commercial Disputes Centre (shared costs).
Court action may only proceed after mediation unless urgent relief is needed.
19. Special Conditions
Where inconsistencies exist, Special Conditions override this Agreement.
20. General
Governed by the laws of New South Wales (NSW).
Notices must be in writing.
Invalid provisions do not affect the rest of the Agreement.
Amendments must be in writing and signed.
The Client cannot assign this Agreement without consent.
S365 may assign or novate to a related entity.
Schedule 1 – Services
S365 Microsoft Manager Includes:
Expert support via phone or Teams
Microsoft User Management (add/remove users, reset passwords)
Security Management (MFA, admin accounts, encryption, phishing protection)
Unlimited remote support (8am–6pm AEST)
24/7 monitoring
S365 Device Manager Includes:
All Microsoft Manager inclusions
Secure remote working setup
Proactive device monitoring
IT infrastructure assessment and optimisation
Microsoft app integration and configuration
Special Conditions: N/A
Schedule 2 – Fees
(All prices exclude GST)
ServiceMonthly Price (ex GST)S365 Microsoft Manager$10.00S365 Device Manager$40.00Microsoft Backup$6.00Anti-virus$4.00Email Signature$5.00Email Protection$5.00Firewall Security$55.00
Discounted Bundle Prices
(Available when combined with S365 Microsoft Manager or Device Manager)
ServiceMonthly Price (ex GST)Microsoft Backup$5.00Anti-virus$3.00Email Signature$4.00Email Protection$4.00Firewall Security$50.00
Schedule 3 – Service Levels
Response Targets
CoverageSeverityInitial ResponseTechnical ResponseBusiness HoursLevel 115 mins45 minsBusiness HoursLevel 245 mins90 minsBusiness HoursLevel 360 mins8 Business HoursBusiness HoursLevel 4240 mins40 Business Hours
Resolution Targets
CoverageSeverityTechnical ResolutionBusiness HoursLevel 116 Business HoursBusiness HoursLevel 232 Business HoursBusiness HoursLevel 356 Business HoursBusiness HoursLevel 4160 Business Hours
S365 will use reasonable efforts to meet these targets but is not responsible for third-party delays.
Severity Level Definitions
DefinitionSeverityCritical – key business functions unavailable, no workaround1High Impact – workaround available, degraded operations2Medium Impact – partial unavailability for few users3Low Impact – minor issues, info requests, low priority4
Definitions
Business Hours: 8am–6pm AEST, Mon–Fri, excluding public holidays.
Initial Response: First client contact and issue triage.
Technical Response: Contact and action by a technical support analyst.
