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Master Services Agreement
Parties 2.7 For each Service engagement, both parties must agree
and sign a Service Order Form. A binding contract will be
The terms and conditions of this Master Service formed when both parties have signed a Service Order
Agreement apply between NetSIP Pty Ltd (We, Us) and Form in relation to such a Service engagement.
the Customer (You). 2.8 You acknowledge that if You terminate an Order after the
1 ABOUT THESE TERMS AND THIS MASTER SERVICES contract has been formed in accordance with Clause 2.7,
but before the Service is ready for use, We will have
AGREEMENT incurred costs, including committing to fixed term
1.1 The terms of this Master Services Agreement (Terms) contracts with Our suppliers, and payment of the
shall apply to all Services We provide to You from the date Cancellation Charge in accordance with clause 11
You sign any Service Order Form with Us, unless both compensates Us for these costs incurred.
parties agree in writing to variations to the Master 2.9 Unless stated on the Service Order Form, Billing will
Services Agreement. If varied, You shall be bound by the commence from the date when You are advised that Your
remainder of these Terms in respect of all other clauses service is ready for use.
not specified in those variations.
1.2 All references to terms, terms and conditions, or general 3 SUPPLY OF THE SERVICE
terms, in this document, or any other document provided Commencement of Supply
by Us, is a reference to these Terms. 3.1 We will use reasonable endeavours to commence
1.3 The meaning of words commencing with a capital letter, supplying the Service to You by the Target Service Start
are indicated in the definitions section of this document. Date. We make no guarantee that We will be able to
2 THE AGREEMENT supply the Service to You by the Target Service Start
Date. If the Service does not have a Target Service Start
About the Agreement Date We will use reasonable endeavours to commence
2.1 The Agreement consists of: supplying the Service within a reasonable timeframe.
(a) An express written agreement between the parties Representatives
(if applicable);
(b) Service Order Form, including any Annexures; 3.2 You must appoint one or more Representatives to be
(c) Service Description/Schedule (if applicable); responsible for the day-to-day administration of this
(d) Agreed Terms; ad agreement on behalf of You. Unless otherwise notified by
(e) These Terms. You, the Representatives will be the persons named as a
contact person in any relevant Service Order Form.
2.2 Unless otherwise specified, the Agreement will not 3.3 You must notify Us immediately should the
include any purchase order, quote, confirmation, terms Representative be removed or replaced, together with the
and conditions of any other document issued or provided contact details of a new Representative, or of any change
to or by You. to the Representative's contact details.
2.3 If there are any special conditions which You require to be 3.4 You will be responsible for the acts, omissions and
included as part of this agreement, You must ensure defaults of the Representative. Any direction, instruction,
these are negotiated as an express written agreement, notice, approval or other communication made or given to
otherwise they shall not apply. the Representative will be deemed to have been made or
Priority and Inconsistency in the Agreement. given to You.
2.4 Where there is any inconsistency between these Terms Term of supply
and any other part of the Agreement, the documents and 3.5 The Agreement shall continue, and We shall continue to
Terms are to be interpreted and applied in the order listed supply the service to You, until such times as the service
at Clause 2.1. is terminated pursuant to clause 11 or 12.
2.5 Clause 19 – Our liability to You, prevails over all other 3.6 Unless You otherwise give notice at least 30 days in
terms. advance, following the last day of any minimum term, the
Start of the Agreement Agreement will be deemed to be extended for successive
2.6 Your Service Order Form constitutes an offer by You to periods of 30 days, and We will continue to supply the
purchase the Service from Us. We may accept or reject service to You in accordance with clause 3.5 (Term of
Your Service Order Form, or refuse to enter into an Supply) above.
Agreement to supply a Service to You, for any reason.
April 2019 Version 5.0 P a g e 1
Master Services Agreement
Routing and Technical Delivery 3.14 If You request to alter or vary Your Services, or request
3.7 We have absolute discretion in how We provide the Us to carry out any work on Your Services outside the
service to You. We may decide the route and technical scope of the relevant Service Order, We may provide You
means that We use to provide Your Service. a separate offer to supply such additional or varied
Reasonable Co-Operation to supply and maintain the Services at a fee to be determined by Us. If You accept
Service the fee as set out in the offer, We will supply the additional
or varied Services at the agreed fees.
3.8 You must reasonably co-operate with Us and do all things 3.15 If, as a consequence of the supply of incorrect information
We reasonably require You to do in order to allow Us or by You, the cost of performing the Services is increased,
an agent to supply or continue supplying the Service to We reserve the right to charge extra fees to cover such
You, safely and efficiently. This may include: additional costs and expense.
(a) Providing additional information to Us within a
reasonable timeframe upon request; 4 USING THE SERVICE
(b) Securing for Us or Our agents, access to the General Use
premises to which the Service is being delivered for
the purpose of installing Customer Premises 4.1 In Your use of the Service, and Your use of equipment in
Equipment, connecting wiring, or doing any other relation to the Service, You must comply with:
thing which is necessary for the delivery of the (a) All laws,
Service. (b) All directions by a regulator,
(c) Allowing Us or Our agents, access to Your premises (c) All other documents or notices issued by
for the purpose of maintaining or repairing Customer authorisation under a law,
Premises Equipment or wiring. (d) Our reasonable directions in relation to the Service
(d) Making yourself or an agent available to Us at a time or Your relationship with Us,
and place notified by Us. (e) The rules of third parties whose content or services
(e) Taking delivery of any equipment, documents, You access using the Service,
invoices or other things relating to Your Service or (f) All authorisations, permits and licences required
Your relationship with Us. under applicable law to receive and utilise the
(f) Accepting the end-user licence agreement of Our Services.
third party supplier.
3.9 If You do not co-operate with Us to allow the Service to Use for intended purpose
be supplied, or that supply to be maintained, We may be 4.2 If Your Agreement states that a Service is provided for a
entitled to terminate or suspend the Service pursuant to particular purpose, You must use the Service for that
clauses 12 and 15. purpose. You are not permitted to use the Service in the
The Quality of the Service capacity of a Carrier or Carriage Service Provider without
Our express permission.
3.10 We will provide the Service to You with reasonable care
and skill. Use by End Users
3.11 Should unexpected faults hinder availability of the Service 4.3 You must ensure Your End Users’ use the Service
We will use reasonable endeavours to resolve those complies with the Agreement as if they were You. Acts
faults and restore the availability of the Service as soon and omissions of Your End Users with respect of a
as possible. Service are deemed to be Your acts and omissions.
3.12 We do not promise, warrant or guarantee that Services Illegal Use
will be continuous or fault-free. Due to the nature of 4.4 You must not, and must not allow anybody else to, use
Services (including reliance on systems and services the Service to:
owned and operated by third parties) circumstances (a) commit any offence, whatsoever;
causing faults and unavailability of Your Service may be (b) infringe on the rights of another person;
beyond Our control. (c) publish, communicate or transmit defamatory,
Change of Circumstances offensive, abusive, indecent, menacing or unwanted
material.
3.13 You must notify Us about any changes to Your Services,
equipment, location, usage or circumstances that may Network Integrity
affect Our ability to provide the Service to You. This 4.5 You must not use the Service in a way that may interfere
includes if You move address, plan to substantially with the efficiency, security or integrity of Our network.
increase Your usage of the Service or become a Carrier 4.6 You must ensure that no-one interferes with the operation
or Carriage Service Provider. of a Service or any Customer Premises Equipment, or
makes it unsafe.
April 2019 Version 5.0 P a g e 2
Master Services Agreement
Failure to Comply will not obtain any right, title or security interest (including
4.7 If We believe that Your use of the Service is inconsistent any lien) in or over Customer Premises Equipment.
with clauses 4.1to 4.6 then We may request You cease 5.6 You are responsible for any Customer Premises
the activity in question, change the way You use the Equipment from the time when You receive it until it is
Service or change the type of service You receive. If You returned to a location nominated by Us. Such
do not comply with such a request immediately We may responsibility includes ensuring the provision of clean
take any steps whatsoever to ensure Your compliance, or power (eg have a UPS, etc).
suspend or terminate the Service pursuant to clause 15 5.7 You must not:
or 12 respectively. (a) grant any charge, lien or encumbrance over;
4.8 If We believe Your use of equipment is not consistent with (b) sell, attempt to sell, or transfer;
clause 4.1 then We may: (c) modify, service, repair, replace or reverse engineer;
(a) Disconnect the equipment from the Service; or or
(b) Suspend or terminate the Service consistent with (d) destroy, disassemble or dispose of;
clause 15 or 12 respectively. any Customer Premises Equipment.
5.8 Unless otherwise agreed, You must not allow any person
Unauthorised Use other than Our personnel to service, modify, repair or
4.9 You are responsible for and liable for all use of Your replace any Customer Premises Equipment.
Service in all circumstances, even if that usage is 5.9 We may reasonably charge You for any:
unauthorised. (a) lost or stolen Customer Premises Equipment;
4.10 Nothing in this section will be construed as imposing an (b) damage to Customer Premises Equipment that is
obligation on Us to monitor, detect and/or report beyond fair wear and tear and is not caused by Us
fraudulent, illegal or unauthorised use of the Services. or Our personnel.
Excessive Use
4.11 If Your use of the Services is deemed by Us to be in Personal Property Securities Register
excess of that which is normal for the Service which You 5.10 In order to protect Our Customer Premises Equipment, if
have purchased, We may at Our discretion require You to We consider a security interest may arise, We may
move onto another Service which is more suitable for register Our ownership interest in the Customer Premises
Your requirements. Equipment with the Personal Property Securities
5 EQUIPMENT Register. We may require information from You in order
to perfect the registration. If We register Our interest in the
Insurance Personal Property Securities Register We will not pass
5.1 You must effect and maintain all necessary insurances for any charges and fees associated with the registration on
the loss or damage to any Customer Premises Equipment to You.
or Customer Provided Equipment, as well as liability 5.11 Neither party, nor any receiver, is obliged to give any
insurance for the damage this equipment may cause. notice under the PPSA (including notice of a verification
Electricity, Ventilation and Other Requirements statement) unless the notice is required by the PPSA and
5.2 You are responsible for arranging and paying for any cannot be excluded.
electricity supply required for equipment needed to 5.12 Each party waives any rights to give and receive a notice
receive the Service. under sections 95, 118, 121(4), 130, 135 and 157 of the
5.3 You are responsible for ensuring that the operating PPSA.
requirements for any equipment needed to receive the 5.13 To the extent that Chapter 4 of the PPSA would otherwise
Service are met. Equipment may have certain apply to enforcement by the secured party of any security
requirements for location, ventilation, temperature interest in the Customer Premises Equipment, the parties
control, humidity, electricity supply, and other matters. agree that the following provisions of the PPSA are
5.4 You understand and accept that if these requirements are excluded:
not met, the equipment may not work, and You may not (a) to the extent permitted by section 115(1) of the
PPSA: sections 125, 132, 135, 142 and 143 of the
be able to receive the Service. PPSA; and
Customer Premises Equipment (b) to the extent permitted by section 115(7) of the
5.5 Although it is provided to You on Your premises for the PPSA: sections 129, 132, 133, 134, 135, 136 and
137 of the PPSA.
purpose of receiving the Service, all right, title and interest
in any Customer Premises Equipment provided or Customer Provided Equipment and Equipment
operated by Us will remain exclusively with Us and You Purchased from Us
April 2019 Version 5.0 P a g e 3
Master Services Agreement
5.14 You own, and are responsible for, any equipment You 6.9 If a fault described in clause 6.7 above arises, We are not
purchase from Us from the time You receive it. responsible for the rectification of that fault, and if You ask
5.15 You will be responsible for outstanding payment for Us to investigate and/or rectify such a fault, we will notify
equipment purchased from Us or Our personnel even if it You of Our hourly rate and where possible We will provide
has been lost, stolen or damaged after You have taken You with an estimate of how long it will take to investigate
delivery of it, unless the damage has been caused by Us and/or rectify the problem. If You instruct Us to proceed
or Our personnel. with the repair We will do so at a mutually determined time
5.16 If You connect Customer Provided Equipment to the and charge You at the notified rate for the first hour or part
Service, it must comply with the relevant technical thereof and a pro-rata rate for each subsequent hour for
standards and any other relevant requirements, the total time of the investigation and/or repair. We will
standards and legislation. charge You for any parts used in the repair.
5.17 We may require You to disconnect Customer Provided Extended Unavailability
Equipment from the Service if the Customer Provided 6.10 If a fault results in a significant loss of access to or use of
Equipment does not comply with clause 5.16 or the the Service, You may be entitled to claim a refund under
Customer Provided Equipment is having an adverse a Service Level Agreement. In some circumstances You
effect on Our network. may also be entitled to terminate the Service.
6 FAULTS, ERRORS, SERVICE UNAVAILABILITY 7 FEES AND CHARGES
Network Maintenance You must pay Us
6.1 We may conduct maintenance on the Network. We will 7.1 All fees and charges monthly in advance, unless:
endeavour to schedule Network maintenance outside (a) The fees & charges in any one month period are less
normal Business Hours, but may not be able to do so. than $1,000, in which case We will grant You 14
6.2 Maintenance may also be conducted by Our suppliers on days to pay.
supplier network(s) used to supply the Service. You (b) A Service Schedule states otherwise, or
understand and accept that We have no control over (c) We agree otherwise in a Service Order Form, or
network maintenance conducted on supplier’s networks. (d) You open a credit account with Us.
7.2 Other fees and charges payable under the Agreement
Monitoring and Fault reporting whether specified in the Agreement (including Your
6.3 We utilise monitoring tools and notification systems to Service Order Form or any Annex) or notified by Us from
track the status of networks that the Service may be time to time (such as credit card payment fees appearing
provided upon, however We do not guarantee that We will on Your invoice). Examples include (but are not limited
be able to detect every fault. to):
6.4 We will provide a fault notification system for You to report (a) Suspension fees
faults to Us during Business Hours. (b) Cancellation Fees
6.5 Before You report a fault to Us, You will take all (c) Reconnection fees
reasonable measures to confirm that the fault is not (d) Setup fees
caused by equipment that We are not responsible for. (e) Late payment fees
7.3 Some forms of payment (such as Credit Card) may attract
Fault rectification an additional fee, which will be advised by Us from time
6.6 We will repair faults within Our Network; to time. In using that form of payment, You agree to pay
6.7 We will not be responsible for repairing any fault that that charge.
arises in or is caused by: 7.4 We may require You, from time to time, to prepay all or
(a) a Supplier’s network, some of Your fees for a Billing Period. We will advise You
(b) equipment that We are not responsible for, such as at least 7 days in advance when We require prepayment.
Customer Provided Equipment, Any unused proportion of Your prepayment will either be
(c) cabling or copper-based services beyond the main refunded to You in accordance with clause 8.9 or be rolled
distribution frame;
(d) any network unit, facility, transit point, terminal or over into prepayment for the next Billing Period, if such
other thing that is outside Our control. prepayment is required.
6.8 If We are aware of a fault which occurs in or is caused by Taxes
a supplier’s network, We shall notify the supplier of the 7.5 In this clause, expressions used has the meaning given
fault and request prompt rectification of that fault, but we to it in the A New Tax System (Goods and Services Tax)
will not bear any further liability or responsibility for such Act 1999. Taxes which are applicable to any service We
fault. offer:
April 2019 Version 5.0 P a g e 4
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