1. Master Services Agreement and definitions
1.1 Master Services Agreement
This Module is to be read in conjunction with the terms and conditions of the Master Services Agreement between Cymax and the Client, and those terms and conditions apply to the Client’s engagement with Cymax.
Where a term used in this document appears in title case, then that term has the meaning given to it in the Definitions Schedule* [https://cymax.com.au/schedule-1-definitions-schedule-20160601/].
2. Operative Provisions
Cymax agrees to provide the Services to the Client in compliance with the following Support Service and Service Levels.
2.2 Support Services
(a) Cymax will provide the Support Services to the Client, available via the Support Methods during the Support Service hours, as further detailed in paragraph 2.3 below.
(b) Cymax shall use reasonable efforts to engage an adequate amount of Personnel in order to maintain sufficient level of immediate support available during Support Service hours.
(c) Excluded Events will not be governed by this Agreement and Cymax reserves the right to charge the Additional Services fee(s) in accordance with its Rate Card in relation to any Support Service it elects, in its sole discretion, to provide to the Client for an Excluded Event.
2.3 Service Levels
(a) Cymax will use reasonable endeavours to meet the Service Levels.
(b) If, after submitting a Service Order in accordance with the Support Notification process outlined in paragraph 2.5 of this Module, Cymax has not met the Service Availability or rectified the Fault in accordance with the Service Levels, the Client is required to submit a Rebate Request Form within the same month the Fault has occurred, so that Cymax can investigate the matter further.
(c) After Cymax has reviewed the Rebate Request Form and investigated the cause of the Fault Cymax agrees that it has not met the Service Levels, Cymax agrees to deduct the applicable Service Level Credit(s) from the Client’s Service Fee in the month following the month in which the Service Availability was not met.
(d) At no time shall the Client be entitled to Service Level Credits if it is late in paying any invoice issued by Cymax.
2.4 Support Desk Details
|Service Methods||Support Services shall be provided via a combination of phone, remote, dial-in, mail and/or email. With the chosen Service Method elected at Cymax’s sole discretion.|
|Service Hours||Monday through Friday, 8:30am – 5:00pm – Brisbane, Australia (GMT+10) excluding Brisbane, Australia statutory holidays.|
2.5 Response and Resolution
(a) Cymax will provide to the Client, Support Services available via the methods in and during the Service hours in paragraph 2 above.
(b) In relation to any request for Support Services, Cymax will:
(1) respond to the Client within the Response Times set out in the table below; and
(2) resolve the Fault or Query within the Issue Resolution Times set out in the table below.
|Response Times||Issue Resolution Times|
Priority 1: 3 hours
Priority 2: 1 Business Day
Priority 3: 2 Business Days
Priority 4: 3 Business Days
Priority 1: within the same Business Day
Priority 2: 2 Business Days
Priority 3: 5 Business Days
Priority 4: 10 Business Days
(c) In order for Cymax to provide the Support Services as per the agreed Proposal, an authorised representative of the Client shall notify Cymax of the Fault or Query via the Support Portal, or where the Support Portal is not available, in electronic (email) or paper format, providing the following information (Service Order):
(1) Proposal number;
(2) version number of the software (if applicable);
(3) any other necessary and/or useful information related to locating the reported fault including the contact number and name of the person who needs assistance; and
(4) the Client’s reasonable view on the applicable Service Order Priority Definition.
(d) Cymax shall provide to the Client via the Support Portal or a written report in electronic (email) or paper format that includes the following information:
(1) Service Order number; and
(2) confirmation as to whether or not the Fault has been remedied.
2.6 Service Order Priority Definitions
(a) High – Priority 1
Issue logged as a result of severe impact to the Client’s business operation. A major feature of the Service(s) is unusable or has caused loss of data. Services cannot be provided to the Client. The Client’s production will be affected immediately if unresolved (ie no work can be performed by a department or area, for example, no payroll can be completed on pay day).
(b) Medium – Priority 2
Issue logged as a result of significant impact to the Client’s business operation. A major feature of the Service(s) is unstable or unreliable. Services can be provided to the Client. The Client’s products will be affected within several days if not resolved.
(c) Low – Priority 3
Issue logged as a result of insignificant impact to the Client’s business operation. Most features of the Service(s) is functional with little impact over time. A major feature requires enhancements or fixes. The issue may affect long term productivity if left unresolved.
(d) Planned – Priority 4
Information or assistance is required on Service features or documentation. There is little or no impact to the Client’s operation and no loss of functionality.
2.7 Client Responsibilities
(a) Contact Information
The Client must provide the contact details of staff that will liaise with Cymax when Support Notifications are being investigated. Contact details should be emailed to Cymax’s Support Desk.
(b) Service Order Reporting
The Client is responsible for logging any Faults to the Support Desk following the Support Notification logging process set out in this Agreement.
(c) Query Reporting
The Client is responsible for logging any queries to the Support Desk following the Support Notification logging process set out in this Agreement.
The Client is responsible to assist in testing when Cymax is unable to test the Services when dealing with Support Notifications or carrying out proactive maintenance.
(e) Client Acknowledgements
The Client acknowledges that:
(1) the Response Times for each Support request call is measured from the time at which the Cymax Support Desk receives the email from the Client up until the time the specific person allocated by Cymax calls back the nominated Client representative;
(2) the Issue Resolution Time for each call is measured from the time the specific support person assigned by Cymax contacts the Client’s representative up until the time taken to rectify the Fault or Query or if not rectified, represents the elapsed time for active Support Services up to that point in time; and
(3) should it be required, the on-Site Support Services Response Time for each Support request is measured from the time the specific support person assigned by Cymax contacts the Client’s representative remotely and deems the Fault to unresolvable remotely up until the time taken for a Cymax support person (or representative or subcontractor) arrives at the Site to rectify the Fault or if not rectified, the elapsed time for active Support Services up to that point in time. Cymax reserves the right:
(A) to charge the Client for any Support Services which are required at any Site in accordance with the Rate Card; and /or
(B) to charge the Client in accordance with the Rate Card if no Fault is found by Cymax, unless such support services are otherwise included in a separate written agreement between Cymax and the Client, all additional fees are payable by the Client in accordance with the terms of this Agreement.
2.8 Support Services Exclusions
(a) In addition to the Excluded Events, Cymax shall not be entitled to provide Support Services or may, in its sole discretion, elect to provide Support Services in accordance with its Rate Card, if any of the following circumstances occur:
(1) if the Client improperly uses or accesses the Services provided by Cymax under this Agreement;
(2) if any Fault is caused or contributed to by the Client:
(A) using the software on hardware other than the hardware specified by the software provider;
(B) using the software in combination with software other than software which the software provider has authorised the Client in writing to use with the software;
(C) using the software in combination with other software not approved in writing by Cymax or detailed in a Proposal, then the Client shall pay Cymax for rectifying the Fault in accordance with its Rate Card;
(3) to the extent the software is combined or merged with any hardware or software not supported by Cymax or not authorised to be combined or merged by Cymax;
(4) if the Client fails to take corrective actions recommended by Cymax or the provider or licensor of the software;
(5) if the Client’s problem is a result of:
(A) the configuration, malfunction or failure of computer equipment, other software, hosting or connectivity services or operating systems;
(B) the software or any part of it, being used in combination with products not supported, from time to time, by Cymax;
(C) the Client’s use of the software with hardware, software or operating systems not supported by Cymax;
(D) a defect or a problem which arises from any other cause not within the control of Cymax; or
(6) support that constitutes training of the software package.
(b) The Client is required to maintain a direct support relationship with any software vendors in relation to software not specifically detailed in any Proposal as Cymax providing Support Services. If Cymax is required to resolve issues in relation to hardware or software not specifically included in any Proposal, then the Client agrees to pay the applicable fee in accordance with the Rate Card for the services provided by Cymax in resolving those issues. The Client acknowledges and agrees that Cymax is under no obligation to provide Support Services in relation to any hardware or software not specifically covered under this Agreement. The Client will be responsible for all relevant costs including, but not limited to, training, document material, third party service providers, additional equipment including hardware, software, warranty or annual renewal or any combination of these items associated in Cymax supporting the hardware or software not specifically covered by Support Services.
2.9 Service Availability Credits
The following Service Level Credits apply in relation to the performance availability of the Services provided under this Agreement.
|Service Availability||Service Level Credits|
|Less than 99.9% but greater than 99.5%||20% of the total monthly price|
|Less than 99.5% but greater than 99.0%||30% of the total monthly price|
|Less than 99.0% but greater than 98.0%||40% of the total monthly price|
|Less than 98.0%||50% of the total monthly price.|
2.10 Transition out
(a) Transition out services
In the event that the Client gives Cymax notice that it intends to transition-out all or part of Services to the Client or another person, the following provisions will apply:
(1) such notice will not affect the Client’s obligations under clause 6 of the Master Service Agreement or any other obligations to pay money to Cymax under the Agreement;
(2) in accordance with the Transition Out Plan, Cymax will provide such assistance as is reasonably necessary to facilitate an orderly, prompt and efficient transition of the Client’s data and anything else reasonably necessary to migrate the Services to an alternative service provider or back to the Client; and
(3) Cymax agrees to answer questions and provide such other information as may be reasonably sought in relation to the transition by the alternative service provider or by the Client,
together, the Transition Out Services.
The Client may only require Cymax to provide the Transition Out Services during the period of time:
(a) commencing on the date of termination of the Agreement; and
(b) until two (2) months after the date in 2.11(a),
unless Cymax otherwise agrees in writing to provide the Transition Out Services for a longer period of time.
The Client acknowledges and agrees that the fees for the Transition Out Services will be provided under the rates set out in the Rate Card and that such fees are payable to Cymax under clause 6 of the Master Services Agreement.