Master Services Agreement

Last updated: [14 January 2026]
Effective from: [14 January 2026]

This Master Services Agreement (“Agreement” or “MSA”) sets out the terms on which Webwire Pty Ltd (ABN [86 679 668 841]) (“Webwire”, “we”, “us”, “our”) provides services to the customer identified in the applicable Order Form or Service Level Agreement (“Customer”, “you”, “your”).

By signing an Order Form, Service Level Agreement, or otherwise instructing Webwire to provide services, the Customer agrees to be bound by this MSA.

1. Structure of Agreement

1.1 Contract Documents
The agreement between Webwire and the Customer consists of the following documents (together, the “Contract Documents”):

  • this Master Services Agreement;
  • any Service Level Agreement (“SLA”) issued by Webwire and accepted by the Customer;
  • any Order Form, proposal, statement of work, or onboarding form signed or accepted by the Customer (each an “Order Form”); and
  • any policies or guidelines referenced in the above documents.

1.2 Order of Precedence
If there is any inconsistency between the Contract Documents, the following order of precedence applies (highest first):

  1. Order Form (including any special conditions);
  2. SLA;
  3. this MSA; and
  4. referenced policies or guidelines.

1.3 Third-Party Terms
Some services may be subject to separate terms issued by third parties (for example, Microsoft, cloud hosting providers, security vendors). The Customer must comply with those third-party terms. If there is an inconsistency between those terms and the Contract Documents, the third-party terms will prevail to the extent required for that product or service.

2. Services

2.1 Scope of Services
Webwire may provide one or more of the following services (collectively, the “Services”), as set out in the applicable Order Form or SLA:

  • Managed Microsoft 365 and related cloud services;
  • Web and SaaS hosting services;
  • Remote IT support, helpdesk and endpoint management;
  • Remote network infrastructure management, monitoring and configuration;
  • Security monitoring (including SIEM, EDR/MDR/XDR) and incident assistance; and
  • any additional services agreed in writing between the parties.

2.2 Changes to Services
The Customer may request changes to the Services. Webwire is not obliged to implement any change until the parties agree on any resulting adjustments to scope, fees and timelines (typically documented in an updated Order Form or change request).

2.3 Service Dependencies
The Customer acknowledges that Services may depend on:

  • third-party networks, cloud platforms, hardware or software; and
  • the Customer’s own infrastructure, configuration and security practices.

Webwire is not responsible for failures or delays caused by those external dependencies, except to the extent expressly agreed in writing.

3. Term and Renewal

3.1 MSA Term
This MSA commences on the Effective Date above and continues until terminated in accordance with this Agreement.

3.2 Service Term
Each Order Form or SLA will specify its own start date and initial term. Unless otherwise stated, at the end of the initial term the relevant Services will automatically continue on a rolling [12-month] basis, unless either party gives written notice of non-renewal at least 30 days before the end of the then-current term.

4. Fees, Invoicing and Suspension

4.1 Fees
The Customer must pay the fees set out in the applicable Order Form and/or SLA. Unless otherwise stated:

  • time-based work is billed in minimum 15-minute increments at Webwire’s then-current hourly rates;
  • hardware, licences and third-party services are charged at the agreed rates or pass-through cost plus any handling or management fee notified to the Customer.

4.2 Invoicing and Payment Terms
Webwire will invoice the Customer in accordance with the Order Form or SLA (typically monthly in arrears). Invoices are payable within 30 days of the invoice date, unless otherwise stated.

4.3 Disputed Amounts
If the Customer disputes any portion of an invoice, it must notify Webwire in writing before the due date, identifying the disputed amount and reasons. The Customer must pay the undisputed portion by the due date. The parties will act reasonably and in good faith to resolve any dispute.

4.4 Late Payment and Interest
Webwire may charge interest on overdue amounts at the rate of 7.27% per annum, or the maximum rate permitted by law if lower, calculated daily and compounding monthly until paid in full.

4.5 Suspension for Non-Payment or Risk
If any amount is more than 14 days overdue, or if Webwire reasonably believes that continued provision of Services presents a material security, legal or operational risk, Webwire may:

  • suspend some or all Services; and/or
  • restrict access to systems, portals or management tools,

after giving the Customer at least 7 days’ written notice, unless an urgent security risk justifies shorter notice. Suspension does not affect the Customer’s obligation to pay accrued fees.

5. Customer Responsibilities

5.1 General Obligations
The Customer must:

  • provide all necessary access, information, co-operation and decision-making to allow Webwire to deliver the Services;
  • ensure that its staff and contractors comply with reasonable instructions and security requirements issued by Webwire;
  • maintain appropriate backups, disaster recovery arrangements and business continuity plans unless Webwire has expressly agreed to provide those services; and
  • comply with all applicable laws, including privacy, data protection and cyber-security laws.

5.2 Authorised Contacts and Instructions
The Customer must nominate one or more authorised contacts who may give instructions on its behalf. Webwire is entitled to rely on instructions reasonably believed to come from an authorised contact. The Customer is responsible for promptly updating Webwire if authorised contacts change or their authority is revoked.

5.3 Credentials and Access
Where Webwire is granted administrative or privileged access to systems:

  • the Customer must maintain strong access controls and promptly revoke access when it is no longer required;
  • Webwire will only use that access for the purpose of performing the Services; and
  • the Customer remains responsible for its own internal user access management, except to the extent Webwire has expressly agreed in writing to manage user access.

6. Data Protection and Confidentiality

6.1 Customer Data
“Customer Data” means any data, content or information supplied by or on behalf of the Customer in connection with the Services. As between the parties, the Customer owns all rights in Customer Data.

The Customer grants Webwire a non-exclusive, worldwide licence to host, copy, transmit, process and use Customer Data solely for the purpose of delivering the Services and exercising its rights under the Contract Documents.

6.2 Confidential Information
“Confidential Information” means any information of a confidential or proprietary nature disclosed by one party to the other, including technical, commercial or operational information, but excluding information that:

  • is or becomes publicly available through no fault of the receiving party;
  • was lawfully known to the receiving party before disclosure; or
  • is independently developed by the receiving party without reference to the disclosing party’s information.

Each party must:

  • keep the other party’s Confidential Information confidential;
  • not disclose it to any third party except to employees, contractors or professional advisers who need to know it and are under confidentiality obligations; and
  • use it only for the purposes of the Contract Documents.

These obligations survive termination of this Agreement. For trade secrets, confidentiality obligations continue indefinitely.

6.3 Privacy
Where Webwire handles personal information on behalf of the Customer, each party will comply with applicable privacy and data-protection laws. Webwire will implement reasonable technical and organisational measures to protect personal information against unauthorised access, loss or misuse.

7. Intellectual Property

7.1 Pre-Existing IP
Each party retains ownership of all intellectual property it owned or licensed prior to the Effective Date (“Pre-Existing IP”). Nothing in the Contract Documents transfers ownership of a party’s Pre-Existing IP.

7.2 Webwire Tools and Materials
Webwire retains all intellectual property in:

  • its methodologies, processes, templates, scripts, monitoring tools, dashboards, configurations and documentation; and
  • any enhancements or derivative works it creates in delivering the Services,

even if created specifically for the Customer. Webwire grants the Customer a non-exclusive, non-transferable licence to use such materials solely for its internal business purposes during the term of the applicable Services.

7.3 Work Product for the Customer
If Webwire expressly agrees in writing that specific deliverables will be owned by the Customer, then on payment in full of all related fees, Webwire assigns those deliverables to the Customer (excluding Webwire’s Pre-Existing IP and tools, which are licensed under clause 7.2).

8. Warranties and Disclaimers

8.1 Webwire Warranties
Webwire warrants that it will:

  • perform the Services with reasonable care and skill; and
  • comply with applicable laws in performing the Services.

8.2 Customer Warranties
The Customer warrants that:

  • it has the right to provide Customer Data and grant the licences in this Agreement; and
  • use of the Customer Data by Webwire in accordance with this Agreement will not infringe any third-party rights.

8.3 Disclaimers
Except as expressly stated in the Contract Documents, all warranties, conditions and representations (whether express, implied, statutory or otherwise) are excluded to the maximum extent permitted by law. Webwire does not warrant that the Services will be uninterrupted, error-free or immune from cyber-attack.

Nothing in this Agreement excludes, restricts or modifies any guarantee, condition, warranty or right implied or imposed by law that cannot legally be excluded (“Non-Excludable Rights”). To the extent permitted by law, Webwire’s liability for breach of a Non-Excludable Right is limited, at Webwire’s option, to re-supplying the Services or paying the cost of resupplying them.

9. Liability and Indemnities

9.1 Exclusion of Certain Loss
To the extent permitted by law, neither party is liable to the other for any:

  • loss of profits, revenue, goodwill or anticipated savings;
  • loss or corruption of data; or
  • indirect or consequential loss,

arising in connection with the Contract Documents, however caused.

9.2 Liability Cap
Subject to clause 9.3, each party’s aggregate liability to the other for all claims arising out of or in connection with the Contract Documents in any 12-month period is capped at an amount equal to the total fees paid or payable by the Customer to Webwire for the Services in that 12-month period.

9.3 Exceptions to Cap
The liability cap in clause 9.2 does not apply to:

  • the Customer’s obligation to pay fees;
  • either party’s liability for death or personal injury caused by its negligence;
  • fraud or fraudulent misrepresentation; or
  • any liability that cannot be limited under applicable law.

9.4 Customer Indemnity
The Customer indemnifies Webwire against any third-party claim arising from:

  • the Customer’s misuse of the Services;
  • Webwire’s use of Customer Data in accordance with this Agreement; or
  • a breach by the Customer of applicable law or third-party terms,

except to the extent caused by Webwire’s negligence or wilful misconduct.

10. Force Majeure

A party is not liable for delay or failure to perform its obligations (other than payment obligations) to the extent caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, industrial disputes, failures of third-party networks or utilities, or government restrictions (“Force Majeure Event”). The affected party must use reasonable efforts to mitigate the impact and resume performance.

11. Termination

11.1 Termination for Convenience
Either party may terminate the Contract Documents in whole or in part for convenience by giving 30 days’ written notice to the other party. If the Customer terminates during a fixed-term commitment, any early-termination charges or remaining committed fees set out in the Order Form or SLA become immediately payable.

11.2 Termination for Cause
Either party may terminate the Contract Documents immediately by written notice if:

  • the other party commits a material breach and fails to remedy it within 14 days of receiving written notice describing the breach; or
  • the other party becomes insolvent, enters administration or liquidation, or ceases to carry on business.

11.3 Suspension as Alternative
Where Webwire has a right to terminate for cause, it may instead elect to suspend some or all Services (in whole or in part) until the breach is remedied.

11.4 Effect of Termination
On expiry or termination:

  • all unpaid fees for Services already performed become immediately due;
  • Webwire will cease providing the affected Services;
  • each party must return or destroy the other party’s Confidential Information on request, subject to any legal or backup retention requirements; and
  • Webwire will provide reasonable co-operation (subject to payment of its then-current rates) to transition the Services to the Customer or a replacement provider.

12. Dispute Resolution

12.1 Good Faith Negotiation
If a dispute arises, the parties must first attempt to resolve it in good faith through discussions between senior representatives.

12.2 Mediation
If the dispute is not resolved within 20 business days, either party may request that the dispute be referred to mediation in Western Australia under the rules of an agreed mediation body. The parties will share the mediator’s fees equally.

12.3 Court Proceedings
Nothing in this clause prevents a party from seeking urgent injunctive or declaratory relief from a court.

13. General

13.1 Governing Law
This Agreement is governed by the laws of the State of Western Australia. Each party submits to the non-exclusive jurisdiction of the courts of that State and the Commonwealth of Australia.

13.2 Assignment and Subcontracting
The Customer must not assign or transfer its rights or obligations under the Contract Documents without Webwire’s prior written consent. Webwire may subcontract its obligations but remains responsible for the acts and omissions of its subcontractors.

13.3 Notices
Formal notices must be in writing and delivered by email or post to the addresses set out in the relevant Order Form or SLA, or as otherwise notified in writing.

13.4 Variations
Any variation to the Contract Documents must be in writing and signed or otherwise clearly agreed by both parties.

13.5 Entire Agreement
The Contract Documents constitute the entire agreement between the parties in relation to their subject matter and supersede all prior discussions or understandings.

13.6 Severability
If any provision is held to be invalid or unenforceable, the remaining provisions remain in full force.

13.7 Waiver
Failure or delay by a party to exercise a right does not operate as a waiver of that right.