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Services Required:

CCTV and Alarm Services:

• Supply, installation, and configuration of CCTV cameras

• Alarm system installation and configuration

• Ongoing maintenance and support for CCTV and alarm systems

 

Information Technology Services:

• Month-to-month management of computers

• Antivirus software installation

• Network and firewall installation and management

• Wifi access points setup and troubleshooting

• Printing issues troubleshooting

• Resell web hosting services

• Resell internet service plans

• Professional audio systems installation

 

Marketing and Advertising Services:

• Ad campaign creation

• Online market research

• Keyword analysis

• Ad content development

• Website design (excluding web development)

 

Electrical and Smart Home Services:

• Electrical services (performed by a qualified subcontractor)

• Smart home services (performed by a qualified subcontractor)

Month-to-Month Subscription Services:

• IT Management Subscription (includes antivirus, network management, and support)

• Marketing and Advertising Subscription (includes ad campaigns, market research, and content development)

• Web Hosting Subscription

• Internet Service Subscription

 

Additional information:

• Preferred Service

Terms and Conditions and Signing the Services Agreement outlined:

• By submitting this form, you agree to the terms and conditions outlined in the DSNA Service Agreement.

• A confirmation email will be sent to you upon receipt of this form.

• Payment terms and conditions will be discussed and confirmed prior to service commencement.

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1. INTRODUCTION

1.1 This Service Agreement ("Agreement") is entered into by and between Digital Systems Network Australia ("DSNA") located at [Company Address] and [Client's Name] ("Client") located at [Client's Address]. By using DSNA's services you agree to be bound by this Agreement.

1.2 This Agreement outlines the terms and conditions under which the Service Provider will provide services to the Client.
 

2. DEFINITIONS

2.1 Agreement: This Service Agreement including all schedules, appendices, and any amendments hereto.

2.2 Client: The individual or entity receiving the services as specified in this Agreement.

2.3 Confidential Information: All information disclosed by one party to the other party in any form that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that: (i) is or becomes generally known to the public without breach of any obligation owed to the disclosing party; (ii) was known to the receiving party prior to its disclosure by the disclosing party without breach of any obligation owed to the disclosing party; (iii) is received from a third party without breach of any obligation owed to the disclosing party; or (iv) was independently developed by the receiving party.

2.4 Effective Date: The date on which this Agreement is signed by the last party to sign it.

2.5 Fees: The amounts payable by the Client to the Service Provider for the Services.

2.6 Force Majeure: Any event or condition beyond the reasonable control of a party including but not limited to acts of God, war, natural disasters, pandemics, strikes, and governmental actions.

2.7 Intellectual Property: All patents, trademarks, service marks, copyrights, trade secrets, and other proprietary rights, including applications and registrations thereof, used or created in connection with the Services.

2.8 Service Provider: Digital Systems Network Australia (DSNA).

2.9 Services: The services provided by DSNA to the Client as described in Section 3.

2.10 Subcontractor: Any third party engaged by the Service Provider to perform any part of the Services on behalf of the Service Provider.

2.11 Term: Duration of this Agreement as specified in Section 11.1.

2.12 Termination for Cause: Termination due to a material breach as specified in Section 11.3.

2.13 Termination for Convenience: Termination of this Agreement by either party for any reason as specified in Section 11.2.

3. SERVICES PROVIDED

3.1 CCTV and Alarm Services

3.1.1 Supply Installation and Configuration: DSNA will supply, install, and configure CCTV cameras and alarm systems as specified by the Client. This includes physical installation and basic configuration for optimal performance.

3.1.2 Scope of Work: This service does not include consulting services or professional advice beyond the installation and configuration. Any additional consulting or professional services requested will be subject to a separate agreement and additional fees.

3.1.3 Liability and Warranty: DSNA is not responsible for any consequences arising from the Client's use of the CCTV and alarm systems post-installation. The Client must follow the operational guidelines provided. DSNA warrants that the installation will be free from defects for 90 days post-installation. This warranty does not cover damage caused by misuse, alterations, or external factors.

3.2 Information Technology Services

3.2.1 Management of Computers: DSNA will provide month-to-month management of the Client's computers, which includes monitoring, maintenance, and support. Antivirus software installation is included to ensure systems are protected from malware. The effectiveness of antivirus software depends on regular updates and proper use by the Client.

3.2.2 Network and Firewall Installation and Management: This service involves setting up and managing network infrastructure, including firewalls, to secure the Client's digital environment. The Client is responsible for maintaining

secure passwords and adhering to the security protocols recommended by DSNA. DSNA will not be liable for any breaches resulting from the Client's failure to follow these protocols.

3.2.3 Wifi Access Points and Printing Issues: DSNA will set up and troubleshoot wifi access points and address printing issues. This service ensures seamless connectivity and operational efficiency. DSNA is not liable for disruptions caused by third-party equipment or services.

3.2.4 Web Hosting Services: DSNA resells web hosting services from reputable providers in Australia. This service includes hosting setup and basic maintenance. DSNA is not liable for any downtime or service interruptions caused by the hosting provider. The Client is responsible for ensuring their website content complies with all applicable laws and regulations.

3.2.5 Internet Service Plans: DSNA resells internet service plans through companies like Superloop and Exetel. The Client will receive invoices directly from these providers. DSNA is not liable for service interruptions or issues related to these internet service providers. The Client must adhere to the terms and conditions of the respective service providers.

3.2.6 Professional Audio Systems: DSNA will install professional audio systems such as Sonos. The Client is responsible for ensuring the compatibility of their existing equipment with the new audio systems. DSNA is not liable for any incompatibility issues or performance problems resulting from third-party equipment.

3.2.7 Usage of Third-Party Equipment

3.2.7.1 DSNA may use third-party equipment in the provision of services. This equipment is sourced from reputable vendors and is integrated into the overall system to ensure compatibility and performance.

3.2.7.2 The Client acknowledges that third-party equipment may have its own warranty and support terms, which are separate from DSNA's warranties and support services.

3.2.7.3 DSNA will facilitate the installation and basic configuration of third-party equipment but is not responsible for any defects or performance issues inherent to the third-party products.

3.2.7.4 The Client should review and understand the terms and conditions associated with any third-party equipment, including any necessary maintenance or support agreements directly with the third-party provider.

3.2.8 Domain Setup

3.2.8.1 DSNA is not responsible for the expiration of domain registrations. It is the Client's responsibility to keep track of their domain registration and ensure it is renewed on time.

3.3 Marketing and Advertising Services

3.3.1 Ad Campaign Creation: DSNA will create ad campaigns based on the Client's requirements. This service includes developing strategies to target specific audiences effectively. The Client is responsible for providing accurate and complete information. DSNA is not liable for any unintended consequences or lack of effectiveness of the ad campaigns if insufficient or inaccurate materials are provided.

3.3.2 Market Research and Keyword Analysis: DSNA will conduct online market research and keyword analysis to optimize the Client's advertising efforts. This service includes analyzing market trends and demographics to tailor ad content. The Client acknowledges that market conditions may change based on trend fluctuations, and DSNA cannot guarantee specific outcomes.

3.3.3 Ad Content Development: DSNA will develop ad content that aligns with the Client's goals. The Client must provide timely feedback and necessary content to ensure the effectiveness of the campaigns. DSNA is not liable for any delays or issues caused by the Client's failure to provide required materials.

3.3.4 Website Design: DSNA will design new websites (excluding web development). This service focuses on creating visually appealing and user-friendly websites. The Client must provide accurate content and feedback during the design process. DSNA is not responsible for the Client's failure to provide timely and accurate information.

3.4 Electrical and Smart Home Services

3.4.1 Electrical Services: These services will be advertised by DSNA but performed by a qualified electrician subcontractor. DSNA is not liable for any issues arising from the subcontractor's work. The Client agrees to address any concerns directly with the subcontractor.

3.4.2 Smart Home Services: Similar to electrical services, smart home installations will be handled by a qualified subcontractor. Future plans may include partnering with the subcontractor or forming a new company. The Client will be informed of any changes that may affect service delivery. DSNA is not responsible for any delays or issues caused by the subcontractor.

3.4.3 Scope and Limitations: The scope of these services includes installation and basic configuration. DSNA ensures that subcontractors meet industry standards and qualifications. The Client must follow all operational guidelines and safety instructions provided by the subcontractor.

3.5 Services Availability Disclaimer

3.5.1 The Service Provider will use reasonable endeavors to provide the Services without interruption but does not guarantee continuous availability of the Services.

4. FEES

4.1 Payment Schedule and Methods

4.1.1 The Client agrees to pay DSNA the monthly fees specified in the Fees Schedule. Fees are payable within 30 days of the invoice date.

4.1.2 The Client agrees to pay fees via the methods specified by the Service Provider, including but not limited to credit card, direct debit, or electronic funds transfer.

4.2 Late Payment

4.2.1 Late payments incur interest at 1.5% per month or the maximum rate permitted by law. DSNA reserves the right to suspend services for non-payment.

4.3 Licensing Charges

4.3.1 Additional costs (e.g., third-party software licenses, advertising budgets) will be billed separately and must be approved by the Client in advance.

4.4 Taxes and Duties

4.4.1 All fees and charges are exclusive of GST, VAT, or other applicable taxes unless stated otherwise. The Client agrees to pay any taxes imposed on the Services.

4.5 Default

4.5.1 In the event that the Client fails to pay DSNA the amounts as set out in an invoice, DSNA Digital will have the right to do one or more of the following actions: (i) charge the Client statutory interest on any overdue amount; (ii) terminate or suspend the provision of Services (including ceasing to instruct solicitors in any legal action) without notice; or (iii) the Client will be liable for all legal and recovery costs and disbursements which may we may incur arising from the default calculated on an indemnity basis.

4.6 Quotes and Acceptance

4.6.1 The Client has 7 days from the date the provider sends out a quote to accept it. If the quote is not accepted within this period, the costs of service are subject to change or refusal by the Service Provider..

4.7 Default for Payment

4.7.1 In the event of default, the Client will be liable for all legal and recovery costs and disbursements which may we may incur arising from the default calculated on an indemnity basis.

4.8 Reimbursement for Extra Charges

4.8.1 Any extra charges incurred by DSNA for licensing, setup, or preparation processes will be reimbursed by the Client.

5. CLIENT’S OBLIGATIONS

5.1 The Client shall provide all necessary access to their premises, equipment, and systems required for the Service Provider to perform the Services. The Client shall ensure that their premises are safe and comply with all relevant health and safety regulations.

5.2 The Client shall provide accurate and complete information to the Service Provider as required for the performance of the Services. The Client is responsible for any consequences arising from inaccurate or incomplete information.

5.3 The Client must confirm in writing if they decline any recommended security measures such as backups or upgraded hardware. The Service Provider is not liable for any issues resulting from the Client's refusal to implement recommended measures.

5.4 The Client agrees to use the Services in accordance with applicable laws and not for any unlawful or prohibited purpose.

5.5 The Client agrees to provide reasonable cooperation and assistance to the Service Provider as necessary for the performance of the Services.

5.6 DSNA reserves the right to exercise a lien over any Client’s equipment or materials in its possession in the event of non-payment until all outstanding fees are settled.

6. CONFIDENTIALITY AND INTELLECTUAL PROPERTY

6.1 Confidentiality

6.1.1 Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the term of this Agreement. This obligation shall survive the termination of this Agreement for a period of [two] years.

6.1.2 All intellectual property created by the Service Provider in the course of providing services under this Agreement shall remain the property of the Service Provider until full payment is received.

6.1.3 Upon full payment, the Client will be granted a non-exclusive, royalty-free license to use such intellectual property for its intended purpose.

6.2 Data Security

6.2.1 The Service Provider will implement reasonable security measures to protect the Client's Confidential Information from unauthorized access or disclosure.

6.3 Service Provider Disclaimer

6.3.1 The Service Provider does not claim to be an expert in the field and will act based on the Client's requests at their discretion. All actions require the Client's approval before proceeding.

6.4 IP Address and Confidentiality

6.4.1 The Client must provide a secure and unique IP address for services requiring remote access. Additionally, the Client must use a secure remote access software such as TeamViewer, AnyDesk, Quick Assist, or any other reputable remote access software elected by the Service Provider. The client is required to comply with this requirement to ensure functionality.

6.4.2 All intellectual property created by DSNA in the course of providing services under this Agreement shall remain the property of DSNA until full payment is received.

6.4.3 Upon full payment, the Client will be granted a non-exclusive, royalty-free license to use such intellectual property for its intended purpose.

6.4.4 DSNA will implement reasonable security measures to protect the Client's Confidential Information from unauthorized access or disclosure. This obligation shall survive the termination of this Agreement for a period of two years.

7. RISK MANAGEMENT AND LIABILITY

7.1 The Service Provider shall have written contracts in place with all Clients. These contracts shall include terms and conditions that exclude consequential losses and limit the Service Provider's liability.

7.2 Contracts may be month-to-month with automatic renewal provided they are agreed upon by both parties. The Service Provider and the Client reserves the right to terminate the contract with 30 days' written notice.

7.3 Electronic signatures or tick-box agreements on the Service Provider's website shall be considered legally binding. The Client agrees to these terms by engaging the Service Provider's services.

8. PRIVACY

8.1 Regulations and User’s Information

8.1.1 The Service Provider agrees to comply with all applicable privacy laws and regulations in the collection, use, and disclosure of personal information.

8.1.2 The Client consents to the Service Provider using personal information provided by the Client for the purposes of providing the Services.

8.1.3 The Client's personal information including name, address, email, and phone number will be collected and used in accordance with the Service Provider's privacy policy.

8.1.4 The Service Provider will not disclose the Client's personal information to third parties without the Client's consent except as required by law.

8.2 Data Breach Notification

8.2.1 In the event of a data breach involving the Client's personal information, the Service Provider will notify the Client and take reasonable steps to mitigate the breach.

9. WARRANTIES

9.1 Services

9.1.1 The Service Provider warrants that it will perform the services in a professional manner.

9.1.2 Except as expressly stated in this Agreement, the Service Provider makes no other warranties, express or implied, including any implied warranties of merchantability or fitness for a particular purpose.

9.2 Third-Party Products

9.2.1 The Service Provider makes no warranties regarding third-party products or services that may be included in or used with the Services.

9.3 IT Limitations

9.3.1 DSNA will make reasonable efforts to provide reliable IT services, but cannot guarantee uninterrupted or error-free performance. The Client acknowledges that IT services are subject to inherent limitations and risks.

10. LIABILITY AND INDEMNITIES

10.1 In no event shall either party be liable for any indirect, incidental, special, or consequential damages, including loss of profits or data, arising out of or in connection with this Agreement.

10.2 The Service Provider's total liability under this Agreement shall not exceed the total amount of fees paid by the Client to the Service Provider during the [six] months preceding the event giving rise to the liability.

10.3 The Client agrees to indemnify, defend, and hold harmless the Service Provider from and against any and all claims, damages, losses, and expenses arising out of or in connection with the Client's breach of this Agreement or negligence.

10.4 Limitation of Liability

10.4.1 The Service Provider’s liability for any claim arising under or in connection with this Agreement shall be limited to the amount paid by the Client for the Services in the twelve (12) months preceding the claim.

10.5 Indemnity

10.5.1 The Client agrees to indemnify and hold harmless the Service Provider against all claims, damages, losses, and expenses arising from the Client’s breach of this Agreement, negligence, or unlawful conduct.

10.6 Service Cessation Default

10.6.1 DSNA is not liable for any services or support after the cessation of service due to termination or cancellation by the Client.

11. DURATION AND TERMINATION

11.1 Duration Term

11.1.1 This Agreement shall commence on the Start Date as per the booking form and continue on a month-to-month basis until terminated by either party in accordance with this Agreement.

11.2 Termination for Convenience

11.2.1 Either party may terminate this Agreement at any time, with or without cause, by providing 30 days' written notice to the other party.

11.3 Termination for Cause

11.3.1 Either party may terminate this Agreement immediately upon written notice if the other party breaches any material term of this Agreement and fails to cure such breach within 30 days after receipt of written notice of such breach.

11.4 Service Provider's Right to Terminate

11.4.1 DSNA reserves the right to terminate this Agreement at its discretion by providing 7 days' written notice to the Client.

13. GENERAL TERMS

13.1 Assignment: Neither party may assign or transfer any rights or obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld.

13.2 Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, and communications, whether written or oral, relating to the subject matter hereof.

13.3 Relationship of Parties: The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship between the parties.

13.4 Severance: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

13.5 Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of New South Wales (NSW). Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of New South Wales.

13.6 Notices: All notices under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail, or sent by email to the addresses specified above.

13.7 Payment Protection: The Client agrees not to withhold payment for any undisputed services rendered by the Service Provider. Any disputes regarding services or fees must be submitted in writing within 30 days of the invoice date. The Client’s obligation to pay all fees due under this Agreement shall survive any termination of this Agreement.

13.8 Price Increase Notification

13.8.1 DSNA reserves the right to increase the price of services and will notify the Client at least 7 days in advance of any price changes.

14. WAIVER

14.1 No failure to exercise or any delay in exercising any right or power under this Agreement shall operate as a waiver.

14.2 No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing.

15. COUNTERPARTS

15.1.1 This Agreement may be executed in any number of counterparts. Each counterpart constitutes an original of this Agreement, all of which together constitute one instrument.

15.1.2 A Party who has executed a counterpart of this Agreement may exchange it with another party by faxing or by emailing a pdf (portable document format) copy of the executed counterpart to that other party and if requested by that other party will promptly deliver the original by hand or post.

15.1.3 Failure to make that delivery will not affect the validity of this Agreement.

16. ELECTRONIC EXECUTION

16.1 The parties acknowledge and agree that:

16.1.1 The parties consent to the receipt of this Agreement by electronic communication;

16.1.2 A party may execute this Agreement by electronic means (including by electronic signature using a digital signing platform or by the email of an electronic copy of a signed document) (Electronic Signature);

16.1.3 Execution of this Agreement by an Electronic Signature shall bind the party so signing with the same effect as though that Electronic Signature were an original wet-ink signature;

16.2 This Agreement may be executed:

16.2.1 In any number of counterparts and by different persons on separate counterparts and/or

16.2.2 By either Electronic Signature(s), wet-ink signature(s), or a combination of both which when taken together will constitute the one document;

16.2.3 A party who has executed a counterpart of this Agreement may exchange that counterpart copy with another party by sending a copy via facsimile or email to the other party; and

16.2.4 Execution of this Agreement by the parties demonstrates an intention that they each intend to be legally bound by the terms of this Agreement irrespective of whether executed by Electronic Signature(s), wet-ink signature(s), or a combination of both.

17. INSURANCE REQUIREMENTS

17.1 Client Insurance Responsibility

17.1.1 The Client is responsible for obtaining and maintaining professional indemnity insurance with a coverage of at least AUD 10 million throughout the duration of this Agreement.

17.1.2 Proof of insurance must be provided to DSNA upon request. Failure to maintain the required insurance may result in suspension or termination of services.

17.1.3 The Client agrees to notify DSNA immediately of any changes to their insurance coverage.

18. SECURITY CAMERA INFORMATION

18.1 VPN, Username, and Administration Access

18.1.1 DSNA will configure the security cameras with remote access based on the client’s request or requirements. The client is responsible for independently changing and updating their own password within the system.

18.1.2 The Client will be provided with a unique username and administrative access credentials for managing the security cameras.

18.1.3 The Client is responsible for safeguarding these credentials and must notify DSNA immediately if they suspect any unauthorized access.

18.2 Malfunction and Recurrence Prevention

18.2.1 In the event of a malfunction, DSNA will take reasonable steps to stop the issue from recurring. However, the Client must inform DSNA promptly if the video recording is not functioning as expected and the Client must undertake all necessary steps of checking whether they have unticked the option in the system before calling the Service Provider.

18.2.2 The Client must regularly monitor the recording status and contact the provider immediately if they notice any disruptions or failures in recording.

19. CANCELLATION CLAUSE

19.1 Cancellation by Client

19.1.1 The Client may cancel this Agreement at any time by providing 30 days' written notice to DSNA.

19.1.2 Upon cancellation, DSNA is released from any liability, responsibility, and obligation to provide services from the date of cancellation.

19.1.3 The Client will be responsible for paying for all services rendered up to the date of cancellation, including any outstanding fees and costs incurred by DSNA. EXECUTION PAGE – SIGNATURES IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.