1.1 Telestar will provide you with the Services specified in our proposal to you and its schedules (the Agreement).
1.2 Any commissioned deliverables will be created in accordance with any specifications in the Statement of Work.
1.3 You must pay Telestar the fees and charges for the Services. Telestar will invoice you the fees and charges and you must pay each invoice by the due date.
1.4 No change to the managed services, commissioned deliverables or any other aspect of the Statement of Work will be effective until it is agreed and signed by both parties.
2.1 You must provide your inputs by the dates specified in the Statement of Work or where no dates are specified, upon Telestar’s request within a reasonable time.
3.1 Each party will treat as confidential all information provided by the other relating to the provision of the Managed Services.
3.2 Neither party will disclose the other’s confidential information to any person except:
(1) to their respective employees, lawyers, accountants, related companies and sub-contractors on a ‘need-to-know’ basis provided that those persons first agree to observe the confidentiality required under these terms;
(2) with the other’s prior written consent;
(3) if required by law, any regulatory authority or stock exchange; or
(4) if it is in the public domain.
4.1 Your Agreement with us shall commence when signed by both parties and continue for the period specified in the Agreement (the Initial Term). After the Initial Term, this Agreement will continue on a month-by-month basis until terminated by either party (the Extension Period).
4.2 During the Extension Period, either party may terminate by giving 30 days’ prior written notice to the other party.
4.3 Should either party breach any of its obligations under this Agreement, the non-breaching party may terminate this Agreement immediately if the breaching party fails to cure the breach within 21 days after having received written notice by the non-breaching party of the breach.
5.1 If during the Initial Term the Services are cancelled or terminated for any reason other than for Telestar’s breach, Telestar may charge you any waived charges and an amount calculated as follows:
A x B x 25%
“A” = the average service charges paid or payable each month by you for Managed Services up to the date of cancellation or termination.
“B” = the number of months (or part of a month) remaining in the Initial Term.
You acknowledge that this amount is a genuine pre-estimate of the loss Telestar is likely to suffer.
6.1 The number of Services in Operation (SIO) may be counted and verified by us at the end of each month and reported to you. Where the count of SIOs varies from the number of SIOs specified in the current Agreement by more than +/- 15%, the monthly count shall be the basis for calculation of fees for that month and all following months, unless and until a new monthly count is performed.
7.1 During the Extension Period, the prices specified in this Agreement shall be subject to an annual adjustment on each anniversary of the Commencement Date, based on changes in the Australian Consumer Price Index (CPI). For the purposes of this clause, the CPI shall refer to the "Consumer Price Index, All Groups" as published by the Australian Bureau of Statistics (ABS) for Australia.
7.2 The adjustment shall be calculated as follows:
The percentage increase or decrease in the CPI for the most recent twelve-month period preceding the adjustment date (as published by the ABS) shall be applied to the current prices.
7.3 Any annual price adjustment shall not exceed +/- 5% unless otherwise agreed by both parties in writing.
7.4 We shall notify you in writing of any price adjustment at least thirty (30) days prior to its effective date, including a calculation and reference to the relevant CPI figures used.
7.5 For the avoidance of doubt, no price indexation shall be applied during the Initial Term.
8.1 We are accredited under the International Standard for Information Security (ISO 27001).
8.2 8.2. We will implement reasonable measures to protect the confidentiality and security of all your data, including to prevent unauthorised access to or disclosure of your data. We will promptly notify you if we suspect or know there has been unauthorised access to, unauthorised disclosure of, or loss of, your data and will comply with your reasonable directions in relation to any such incident.
9.1 If we fail to meet any of our service level obligations as a result of any interruption or delay to your Service, we accept liability to you, but limit our liability to any applicable service level rebates or credits. Where you are not entitled to a service level rebate or credit, we limit our liability to an amount equal to the charges billed for the affected Services for the period of the interruption or delay.
9.2 Other than the matters for which we are liable under law, we exclude all other warranties, rights and all other liability to you and all third parties. For any liability which cannot lawfully be excluded, but can be limited, our liability is limited to our choice of re-supplying or paying the cost of re supplying affected services and repairing, replacing or paying the cost of repairing or replacing affected goods.
9.3 Notwithstanding anything else in this Agreement our liability will be reduced to the extent the loss or damage is caused or contributed to by you or your Personnel.
9.4 The parties will be excluded from any liability to the other for any consequential loss that either party may suffer or incur in connection with this Agreement.
10.1 This Agreement is governed by the laws of the State of New South Wales, Australia. Each party submits to the exclusive jurisdiction of the courts of the State of New South Wales.
Last updated: 09 January 2025
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