Managed Services Agreement Scope of Works

Corrective Maintenance/Ad-Hoc

Corrective Maintenance ‘ whereby Phones At Work staff correct a system defect that is precluding normal operation of the system. This support can be provided in one of two ways:

(i) Phone/Email/Remote Assistance ‘ Remote assistance is where Phones At Work staff addresses Client queries over the phone, via Email or by Remote Desktop Support.

(ii) On-Site Assistance ‘ Where immediate assistance is required by Client, but not during the time of the proactive support visit. In some cases, the scope of assistance may be within those normally associated with proactive support visits, but the assistance must be provided immediately.

The response associated with a particular call is defined by the priority associated with the call. The client designates the property of the call at the time of making the call. These priorities are defined as:

High Priority: If the problem cannot be resolved remotely, it is escalated to an appropriate Engineer who will be on-site within 4 hours. This category of call attracts a premium cost as defined in the schedule of costs, and a minimum 2 hour charge may apply with any additional time charged in 1-hour increments. Charging will include travel-time.

Normal Priority: If the problem cannot be resolved remotely, it is escalated to an appropriate Engineer who will be on-site at the next available time as agreed to by both parties. This category of call attracts a standard cost as defined in the schedule of costs.

Low Priority: If the problem cannot be resolved remotely, the problem will be attended to during the next scheduled visit. This category of call attracts a standard consultant cost as defined in the Fee Schedule.

Defined Tasks

These are tasks that are of significant scope and cannot be accommodated within the regular maintenance schedule. These tasks will be clearly defined, the duration and cost estimated and the cost agreed between Phones At Work and Client prior to commencement of the task. The cost for provision of these services will be based on the level of resources required and follow the agreed cost schedule. The tasks can include infrastructure and/or application requirements including tasks such as system upgrades, server installation, peripheral upgrade, website design and development and database design and development.

Help Desk

The Phones At Work Help Desk is the prime contact point for each of these types of support, and provides:

• Recording of calls;
• First stage solution of problem;
• Tracking status of call;
• Escalation of problems to solution;
• Reporting of client activity;
• Monitoring of SLA performance; and
• Provides a charging mechanism.

Response

Response is defined as Phones At Work’s contact with the client, and the commencement of active problem solution. This may be by telephone, email, personal site visit or other agreed means.

Hours of Operation

The Phones At Work Online Help Desk facility operates 24 hours a day, 7 days a week.

Normal Operating Business Hours are from Monday to Friday excluding QLD public holidays between the hours of 8.30am to 5.00pm EST time.

Period of Agreement

This agreement shall remain valid for 12 months from the date of effect, unless otherwise agreed to by both parties in writing.  Agreements have an annual commitment although review may occur at 3 monthly intervals, and necessary modifications made to the MSA.

Rates for Service

Please request a copy of our current Fee Schedule.

Administration

Staffing

Phones At Work is staffed by qualified engineers who are licensed where applicable to provide expert advice and support.

Service Level Reporting

Phones At Work will maintain a record of all site visits and may provide a monthly report including tracking number, any problem, action taken and the final resolution action recommended to rectify the fault.

Dispute Resolution

Where a dispute arises regarding the level of service provided by Phones At Work , the matter will be escalated within both organisations for the attention of senior management. Senior management from both organisations will endeavour to resolve the dispute and, when this is achieved, the details will be relayed by each party to the operational personnel who initiated the process.

Amendments to the Agreement

This agreement is automatically extended by payment of the recurring monthly or annual Invoice.  The Client has 30 days following the annual anniversary to cancel or amend the agreement, in writing. Any work otherwise completed in the 30 day grace period may be billable at the relevant applicable rates.

Limitations

Supportable Versions

Phones At Work will offer support for the current major software release level of all products covered by this agreement.

External Dependencies

Phones At Work is not responsible for delays by third parties in connection with the attempted resolution of a problem. This covers the involvement of Client staff as well as vendor personnel. Similarly, Phones At Work is not responsible for delays in the supply of software fixes or upgrades. Phones At Work will, however, make every reasonable effort to assist Client by using its commercial position and relationships to expedite the delivery of goods and services.

Other Problems

Where it is established that a fault is related to software or hardware components not covered by this agreement, Phones At Work will advise the Client designated contact of this conclusion. It is then the responsibility of the Client designated contact to take appropriate action to deal with the problem. Phones At Work is not responsible for any time delays encountered during the subsequent investigation and resolution of the problem.

Client Responsibilities

Client personnel will cooperate with Phones At Work staff in their endeavours to resolve problems.

• Client will advise Phones At Work of any changes to the list of designated contact officers.
• If the scheduled onsite maintenance falls on a public holiday the visit is to be rescheduled for as soon as possible.
• Client is to provide access to the communications room and premises during the agreed hours.

Implied Terms

If any legislation implies a condition or warranty in this agreement, which is an agreement for the supply of services or the supply of services and materials, and that legislation prohibits contracts from excluding such an implied condition or warranty, then such condition or warranty is deemed included. However any liability of Phones At Work for breach of such implied condition or warranty shall be limited at the sole discretion of Phones At Work to:

• Supply the services again or provide payment for the cost of having the services supplied again.
• Replace or repair the materials or provide payment for the cost of replacing or repairing the materials.

Warranties & Limitation of Phones At Work Liability

1.1. Phones At Work warrants that it will use all reasonable care and skill in the supply of the Services.

1.2. Phones At Work shall maintain adequate workers’ compensation insurance and public liability insurance throughout the term of this Agreement and indemnifies the Customer in respect of loss or damage to the Customer’s tangible property or personal injury or death to the Customer’s employees, agents or contractors or invitees caused by any act or omission of Phones At Work employees, agents or contractors.

1.3 Save and except for clause 1.2:

1.3.1. Phones At Work disclaims any liability in negligence arising from the supply of the Services and the Customer agrees that Phones At Work’s only liability may be in contract and pursuant to this Agreement;

1.3.2. Phones At Work’s liability for breach of any material term of this Agreement is limited to a sum not exceeding a sum equivalent to the invoice in respect of which work the alleged breach has occurred; and

1.3.3. Without limiting 6.3.2, in no event will Phones At Work’s liability include any amount for consequential loss or damage including loss of profits, loss of revenue, loss of data or any special, speculative, indirect or contingent losses.

1.4. The parties expressly agree that the limitation of liability set out in clause 6.3 is reasonable in view of the nature of the Services to be supplied pursuant to this Agreement and the actions of the Customer in obtaining reports and generally reviewing the supply of Services by Phones At Work.

1.5. The Customer warrants that it has not relied on any representation made by Phones At Work not expressly set out herein.

1.6. The parties expressly agree that the time within which any action may be brought arising out of this Agreement is limited to twelve (12) months from the date the cause of action arose or the date upon which the cause of action was or should reasonably have been discovered.

Force Majeure

2.1. Where a party cannot perform any of its obligations under this Agreement (except an obligation to pay money) due to circumstances beyond its reasonable control, including but not limited to, acts of God, war, industrial disputes, change of law, power or mechanical failure, defects in telecommunication equipment and/or computer viruses, that party’s obligations are suspended for as long as the Force Majeure continues and if Force Majeure continues for more than sixty (60) consecutive days preventing either party from performing its obligations, then either party may terminate this Agreement.