Service Level Agreement

VERSION 3

Last updated on: 1st November 2024

Effective from: 1st November 2024

This Service Level Agreement ("SLA") documents and governs the agreed provisions of Service Terms of Support provided by Webwire, Support Scope, Exclusions, Release and Deployment schedule and is executed between Webwire Pty Ltd ("Webwire", "We", "Us" or "Our") and the Customer("You", "Your" or "Customer").

Please note that this SLA only applies to Support Services Parties who have subscribed to accept Level 1 Support from Webwire only.

Please read the contents of this document carefully before using any of Our Services.

BACKGROUND

The Client is of the opinion that the Contractor has the necessary qualifications, experience and abilities to provide services to the Client.

The Contractor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:

SERVICES PROVIDED

The Client hereby agrees to engage the Contractor to provide the Client with the following services (the "Services"):

• Information, Communication and Technology Endpoint Management;

• Security Information Event Management; and

• Endpoint Detection Response, Managed Detection Response and Extended Detection Response.

The Services will also include any other tasks which the Parties may agree on. The Contractor hereby agrees to provide such Services to the Client.

SERVICE LEVELS, AND RANKING

Severity Level	Example	Response Time	Resolve Within
Outage	Server Down	Immediate	2-4 Hours
Critical	Server Downtime	2 Hours	4 Hours
Urgent	End-User Impact	2 Hours	4 Hours
Important	Performance Impact	2 Hours	6 Hours
Medium	Endpoint Maintenance	2 Hours	6-8 Hours
Low	Backend Updates	4 Hours	8-24 Hours

RESPONSIBILITIES

Client responsibilities: The Client should provide all necessary information and assistance related to service performance that allows the Contractor to meet the performance standards as outlined in this document.

The Client shall inform the Contractor regarding changing business requirements that may necessitate a review, modification, or amendment of the Agreement.

Contractor responsibilities: The Contractor will act as primary support provider of the services herein identified except when third-party vendors are employed who shall assume appropriate service support responsibilities accordingly.

The Contractor will inform the Client regarding scheduled and unscheduled service outages due to maintenance, troubleshooting, disruptions or as otherwise necessary.

TERM OF AGREEMENT

The term of this Agreement (the "Term") will begin on the date of this Agreement signed by the client and will remain in full force and effect for a period of three (3) full years and will renew on a 3 year automatically rolling basis until terminated as provided in this Agreement.

VARIATIONS AFTER INITIAL TERM OF AGREEMENT

Once the initial term of this agreement has reached the final month of the term, either the client of contractor has access to the following variations for renewal of the terms of the agreement:

• Renewal of twelve (12) month rolling basis

• Renewal of twenty-four (12) month rolling basis

• Renewal of thirty-six (36) month rolling basis

These variations must be agreed upon by both the client and contractor before any variations are applied to the terms of this agreement.

TERMINATION OF AGREEMENT

In the event that either Party wishes to terminate this Agreement, that Party will be required to provide 30 days' written notice to the other Party. If the Client wished to terminate this Agreement within the term duration of this Agreement, the Client acknowledges that any and all forecasted costings for the remainder of the Agreement will be payable up-front before termination of this Agreement.

This Agreement may be terminated at any time by mutual agreement of the Parties. Except as otherwise provided in this Agreement, the obligations of the Contractor will end upon the termination of this Agreement.

MATERIAL PROVISION BREACH

In the event that either Party breaches a material provision under this Agreement, the non-defaulting Party may terminate this Agreement immediately and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages.

PERFORMANCE

The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.

CURRENCY

Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in AUD (Australian Dollars) and are excluding GST.

PAYMENT

The Contractor will charge the Client for the Services at the rate of $150 per hour (the "Payment") charged per 15-minute block of services rendered plus any additional reasonable charges uncurred by the Contractor.

The Contractor will invoice the Client every month.

Invoices submitted by the Contractor to the Client are due within 30 days of the Invoice Date.

The Payment as stated in this Agreement does not include sales tax, or other applicable duties as may be required by law. Any sales tax and duties required by law will be charged to the Client in addition to the Payment.

REIMBURSEMENT OF EXPENSES

The Contractor will be reimbursed from time to time for reasonable and necessary expenses incurred by the Contractor in connection with providing the Services.

All expenses must be pre-approved by the Client.

INTEREST ON LATE PAYMENTS

Interest payable on any overdue amounts under this Agreement is charged at a rate of 7.27% per annum or at the maximum rate enforceable under applicable legislation, whichever is lower.

CONFIDENTIALITY

Confidential information (the "Confidential Information") refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.

The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained, except as authorised by the Client or as required by law. The obligations of confidentiality will apply during the Term and will end on the termination of this Agreement except in the case of any Confidential Information which is a trade secret in which case those obligations will last indefinitely. All written and oral information and material disclosed or provided by the Client to the Contractor under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Contractor.

OWNERSHIP OF INTELLECTUAL PROPERTY

All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trade mark, trade dress, industrial design and trade name (the "Intellectual Property") that is developed or produced under this Agreement, will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner.

The Contractor may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client. The Contractor will be responsible for any and all damages resulting from the unauthorised use of the Intellectual Property.

RETURN OF PROPERTY

Upon the expiry or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.

CAPACITY / INDEPENDENT CONTRACTOR

In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.

RIGHT OF SUBSTITUTION

Except as otherwise provided in this Agreement, the Contractor may, at the Contractor's absolute discretion, engage a third party sub-contractor to perform some or all of the obligations of the Contractor under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services. In the event that the Contractor hires a sub-contractor:

• the Contractor will pay the sub-contractor for its services and the Payment will remain payable by the Client to the Contractor.

• for the purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of the Contractor.

AUTONOMY

Except as otherwise provided in this Agreement, the Contractor will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. The Contractor will work autonomously and not at the direction of the Client. However, the Contractor will be responsive to the reasonable needs and concerns of the Client.

EQUIPMENT

Except as otherwise provided in this Agreement, the Contractor will provide at the Contractor’s own expense, any and all tools, machinery, equipment, raw materials, supplies, workwear and any other items or parts necessary to deliver the Services in accordance with the Agreement.

NO EXCLUSIVITY

The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services, except where conflicts arise in Services that are being directly rendered by the Contractor.

NOTICE

All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties as outlined in Section 1 or to such other address as either Party may from time to time notify the other.

INDEMNIFICATION

Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.

MODIFICATION OF AGREEMENT

Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorised representative of each Party.

TIME OF THE ESSENCE

Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.

ASSIGNMENT

The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.

ENTIRE AGREEMENT

It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.

ENDUREMENT

This Agreement will endure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.

TITLES / HEADINGS

Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

GENDER

Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

GOVERNING LAW

This Agreement will be governed by and construed in accordance with the laws of the State of Western Australia.

SEVERABILITY

In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

WAIVER

The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.