Master Subscription Agreement

Parties

CIO Tech Pty Ltd (ABN 39 660 646 935) of 217/14 Lexington Drive, Bella Vista NSW 2153 (“Provider”, “CIO Tech”, “we”, “us”)

and

The entity identified on the Order Form (“Customer”, “Client”, “you”)

1. Definitions

Agreement

means this MSA together with any Order Form executed by the parties.

Confidential Information

means information disclosed by one party to the other that is marked confidential or that a reasonable person would consider confidential.

Customer Data

means all data, files, records, and information owned by or relating to the Customer that is stored, processed, or transmitted using the Services.

Order Form

means a document signed by both parties specifying the services, pricing, and term for a particular engagement.

Services

means the managed IT services, project work, or other services described in the applicable Order Form.

Third-Party Services

means software, licensing, hosting, or services provided by vendors other than CIO Tech.

2. Services

1. 2.1 CIO Tech will provide the Services described in the applicable Order Form in accordance with this Agreement.
2. 2.2 Services are limited to the scope described in the Order Form. Work outside the agreed scope requires a written change request and mutual agreement on pricing before work begins.
3. 2.3 CIO Tech will perform the Services with reasonable care and skill consistent with industry standards for managed IT service providers in Australia.

3. Customer obligations

1. 3.1 The Customer will provide CIO Tech with timely access to systems, premises, credentials, and personnel as reasonably required to deliver the Services.
2. 3.2 The Customer will designate a primary contact with authority to approve changes, access requests, and deliverables.
3. 3.3 The Customer will maintain current, supported hardware and software. CIO Tech will advise on unsupported or end-of-life systems, but the Customer is responsible for approving and funding replacements.
4. 3.4 The Customer will comply with CIO Tech’s reasonable security recommendations, including enforcing MFA, approving patch schedules, and following offboarding procedures. Failure to comply may affect the effectiveness of the Services and CIO Tech’s ability to meet service levels.
5. 3.5 The Customer will pay all fees by the due date. Overdue fees may attract interest at 2% per month or the maximum rate permitted by law, whichever is less.

4. Fees and payment

1. 4.1 Fees are as set out in the applicable Order Form. All fees are in Australian dollars and exclude GST unless stated otherwise.
2. 4.2 Recurring fees are billed monthly in advance. Project fees are billed per the payment terms in the Order Form (typically 50% on sign-off, 50% on completion).
3. 4.3 Third-party licensing and vendor costs are passed through at cost. CIO Tech does not mark up third-party licensing. Third-party pricing may change in line with vendor adjustments, and CIO Tech will notify the Customer of material changes.
4. 4.4 CIO Tech may review recurring fees annually. Any increase will be communicated 30 days in advance and will not exceed the greater of CPI or 6% per annum unless otherwise agreed.

5. Term and termination

1. 5.1 Initial term. The Agreement commences on the start date in the Order Form and continues for the initial term specified (typically 12 months).
2. 5.2 Renewal. The Agreement auto-renews for successive periods equal to the initial term unless either party provides written notice of non-renewal at least 60 days before the end of the current term.
3. 5.3 Termination for convenience. Either party may terminate the Agreement by providing 60 days written notice to the other party.
4. 5.4 Termination for cause. Either party may terminate the Agreement immediately by written notice if the other party (a) commits a material breach that is not remedied within 30 days of written notice; or (b) becomes insolvent, enters administration, liquidation, or any analogous process.
5. 5.5 Effect of termination. On termination: (a) CIO Tech will cease providing Services at the end of the notice period; (b) the Customer will pay all fees for Services delivered up to the termination date; (c) CIO Tech will provide reasonable assistance to transition the Customer’s IT environment to another provider, subject to payment of CIO Tech’s standard hourly rates for transition work; (d) each party will return or destroy the other’s Confidential Information within 30 days.

6. Service levels

1. 6.1 CIO Tech will use reasonable efforts to meet the service levels described in the applicable Order Form or proposal.
2. 6.2 Service levels apply during CIO Tech’s standard business hours (9am to 5pm AEST, Monday to Friday) unless otherwise specified in the Order Form.
3. 6.3 Service levels do not apply to: (a) issues caused by the Customer’s actions, omissions, or failure to follow CIO Tech’s recommendations; (b) third-party service outages (e.g. Microsoft, ISP, cloud provider downtime); (c) force majeure events (see clause 12); (d) systems or devices not in scope of the Order Form.

7. Data and privacy

1. 7.1 CIO Tech will handle Customer Data in accordance with the Australian Privacy Act 1988 (Cth) and the Australian Privacy Principles.
2. 7.2 CIO Tech will not access, use, or disclose Customer Data except as necessary to provide the Services or as required by law.
3. 7.3 CIO Tech will implement reasonable technical and organisational measures to protect Customer Data from unauthorised access, loss, or disclosure. These measures include, but are not limited to, encryption, access controls, and monitoring.
4. 7.4 In the event of a data breach affecting Customer Data, CIO Tech will notify the Customer as soon as practicable and cooperate with the Customer in meeting any obligations under the Notifiable Data Breaches scheme.
5. 7.5 On termination, CIO Tech will return or delete Customer Data within 30 days, unless retention is required by law.

8. Intellectual property

1. 8.1 The Customer retains all ownership of Customer Data.
2. 8.2 CIO Tech retains ownership of all pre-existing intellectual property, tools, templates, scripts, configurations, and methodologies used in delivering the Services (“CIO Tech IP”).
3. 8.3 Where CIO Tech creates custom configurations, documentation, or deliverables specifically for the Customer as part of the Services, the Customer is granted a non-exclusive, non-transferable licence to use those deliverables for their own business purposes.

9. Limitation of liability

1. 9.1 Liability cap. To the maximum extent permitted by law, CIO Tech’s total aggregate liability under this Agreement (whether in contract, tort, negligence, or otherwise) is limited to the lesser of: (a) the total fees paid by the Customer to CIO Tech in the 12 months preceding the claim; or (b) $1,000,000 (one million Australian dollars).
2. 9.2 Data loss. CIO Tech’s liability for loss of or damage to Customer Data is limited to $250,000, provided CIO Tech has implemented the backup and recovery measures described in the Order Form.
3. 9.3 Exclusions. To the maximum extent permitted by law, neither party is liable for: (a) indirect, consequential, special, or incidental damages; (b) loss of profit, revenue, business, or anticipated savings; (c) loss of data where the Customer has failed to maintain backups as recommended by CIO Tech.
4. 9.4 No guarantee of security outcomes. The Services reduce risk; they do not eliminate it. CIO Tech does not guarantee that the Services will prevent all security incidents, data breaches, or system failures. The Customer acknowledges that no IT provider can guarantee complete protection against cyber threats.
5. 9.5 Mutual indemnity. Each party indemnifies the other against third-party claims arising from its own negligence, wilful misconduct, or breach of this Agreement, subject to the liability cap in clause 9.1.
6. 9.6 Nothing in this Agreement excludes or limits liability that cannot be excluded or limited by law, including liability under the Australian Consumer Law.

10. Confidentiality

1. 10.1 Each party will treat the other’s Confidential Information with the same degree of care it uses to protect its own confidential information (and in any event no less than reasonable care).
2. 10.2 Confidential Information will not be disclosed to any third party without prior written consent, except (a) to employees, contractors, or advisors who need to know and are bound by equivalent confidentiality obligations; (b) as required by law, regulation, or court order (with prompt notice to the other party where permitted).
3. 10.3 Confidentiality obligations survive termination of this Agreement for a period of 3 years.

11. Insurance

1. 11.1 CIO Tech maintains the following insurance coverage: (a) Professional Indemnity: $1,000,000 per claim, $3,000,000 aggregate; (b) Public and Products Liability: $20,000,000 per occurrence.
2. 11.2 CIO Tech will maintain these policies (or equivalent coverage) for the duration of this Agreement and for 12 months after termination.
3. 11.3 CIO Tech will provide evidence of insurance on request.

12. Force majeure

1. 12.1 Neither party is liable for failure to perform obligations caused by events beyond its reasonable control, including natural disasters, pandemic, government orders, war, terrorism, power outages, internet outages, or third-party service provider failures.
2. 12.2 The affected party will notify the other promptly and use reasonable efforts to mitigate the impact.
3. 12.3 If a force majeure event continues for more than 60 days, either party may terminate the affected Order Form by written notice.

13. General

1. 13.1 Governing law. This Agreement is governed by the laws of New South Wales, Australia. The parties submit to the exclusive jurisdiction of the courts of New South Wales.
2. 13.2 Entire agreement. This Agreement (including all Order Forms) constitutes the entire agreement between the parties and supersedes all prior agreements, representations, and understandings.
3. 13.3 Amendments. This Agreement may only be amended in writing signed by both parties.
4. 13.4 Assignment. Neither party may assign this Agreement without prior written consent of the other party, except that CIO Tech may assign to a successor in the event of a merger, acquisition, or sale of substantially all its assets.
5. 13.5 Severability. If any provision is found invalid or unenforceable, the remaining provisions continue in full force and effect.
6. 13.6 Notices. Notices must be in writing and sent to the addresses specified in the Order Form. Email is acceptable for operational notices. Formal legal notices (termination, breach) must be sent by registered post or email with confirmed receipt.
7. 13.7 Waiver. Failure to enforce any right under this Agreement does not constitute a waiver of that right.
8. 13.8 Relationship. CIO Tech is an independent contractor. Nothing in this Agreement creates an employment, partnership, or agency relationship.