Terms and Conditions

Version 1.3 · Effective: July 2026
dennis@ncmsp.com.au | 0455 336 685 | ncmsp.com.au

These Terms and Conditions (“Terms”) govern the provision of managed IT services by Netready Cloud MSP (“we”, “us”, “our”) to the client (“you”, “Client”). By signing a Managed Services Agreement or otherwise engaging our services, you agree to be bound by these Terms. Please read them carefully.

1. Definitions

Agreement means the Managed Services Agreement entered into between Netready Cloud MSP and the Client, together with these Terms, the Service Delivery Policy, and any applicable Statements of Work.

Managed Service means the ongoing Microsoft cloud management, security, endpoint management, monitoring, and support services described in the Service Delivery Policy.

Retainer means the monthly fee payable by the Client for the Managed Service, calculated as the per-user rate for the applicable tier multiplied by the number of licensed users.

Support Hours Entitlement means the monthly allocation of helpdesk and technical support hours included in the Retainer, calculated in accordance with clause 5.

Out-of-Scope Work means any work requested by the Client that falls outside the Managed Service scope or exceeds the Support Hours Entitlement.

Business Hours means Monday to Friday, 9:00 AM to 5:00 PM AEST/AEDT, excluding Australian and Victorian public holidays.

Microsoft Environment means the Client’s Microsoft 365 tenant, Azure subscription, Entra ID directory, Intune environment, and associated Microsoft services.

2. Engagement and Service Commencement

2.1 These Terms apply from the date the Client signs a Managed Services Agreement or otherwise instructs Netready Cloud MSP to commence services, whichever is earlier.

2.2 Services will commence following payment of the onboarding fee and completion of the GDAP consent process in Microsoft Partner Center.

2.3 The initial term of the engagement is month-to-month unless a fixed term is agreed in the Managed Services Agreement. Either party may terminate the engagement with 30 days written notice.

2.4 A one-off onboarding and setup fee of $750 to $1,500 AUD (agreed at engagement) is payable prior to or on the date of service commencement. This fee covers initial environment audit, security baseline deployment, and GDAP setup and is not refundable once onboarding work has commenced.

3. Service Tiers and Client Entitlements

3.1 Services are delivered under one of three tiers. The tier applicable to the Client is specified in the Managed Services Agreement. The following table summarises the entitlements under each tier:

3.2 Upgrading or downgrading between tiers is permitted with 30 days written notice. Upgrades take effect from the next billing cycle. Downgrades take effect at the end of the current billing cycle.

3.3 Changes to user count or increase of included support that crosses a tier boundary (e.g. growing from 5 to 6 users) require a tier upgrade. Netready Cloud MSP will provide 30 days advance notice where a client is approaching a tier boundary or if it’s in their best interest to go up a tier for more support.

4. Microsoft Licensing Arrangement

4.1 Netready Cloud MSP is not a Microsoft reseller or Cloud Solution Provider (CSP). The Client is responsible for obtaining and maintaining their own Microsoft licences through the Microsoft AI Cloud Partner Program.

4.2 The Client pays Microsoft directly for their Partner Success Benefits subscription. The monthly Retainer paid to Netready Cloud MSP covers managed services only and does not include any Microsoft licence fees.

4.3 The Client acknowledges that their Microsoft 365 service availability, data retention, and platform functionality are governed by Microsoft’s own Terms of Service and Service Level Agreements. Netready Cloud MSP makes no warranty as to Microsoft platform availability.

4.4 If the Client’s Microsoft licences lapse, are suspended, or are terminated for any reason, Netready Cloud MSP’s ability to deliver the Managed Service will be materially impaired. In such circumstances, the monthly Retainer remains payable and Netready Cloud MSP is not liable for any service impact resulting from the Client’s licensing failure.

5. Technical Support Entitlement

5.1 Technical support is not unlimited. Each Client subscription includes a monthly Support Hours Entitlement calculated as follows:

Support Hours Entitlement = Monthly Retainer ($) ÷ $75

5.2 The Support Hours Entitlement is an organisational allocation — it applies to the organisation as a whole, not per individual user.

Worked examples

5.3 What Counts Toward the Support Hours Entitlement

The following activities count toward the monthly Support Hours Entitlement:

• Helpdesk and end-user support interactions (troubleshooting, access issues, password resets, software problems)
• User account provisioning and deprovisioning
• Device setup assistance and Intune enrolment support
• Configuration changes requested by the Client
• Ad hoc reporting or investigation requests
• Email and phone consultations with the Client or their staff

5.4 What Does NOT Count Toward the Support Hours Entitlement

The following proactive and automated activities do not consume Support Hours Entitlement and are included within the Retainer regardless of time spent:

• Automated patch management and Windows Update ring management
• Continuous security monitoring (Defender alerts, Entra ID risk events, Azure Monitor alerts)
• Scheduled maintenance and policy reviews
• Responding to and triaging automated security alerts
• Monthly security reporting (Premium tier)
• Routine licence management and Intune compliance monitoring

The Support Hours Entitlement is intended to cover reactive helpdesk requests from Client staff. Proactive monitoring, automated management, and scheduled maintenance are all included in the Retainer and are not deducted from the entitlement.

5.5 Tracking and Reporting

5.5.1 Netready Cloud MSP will track time spent on support activities. Clients may request a summary of support hours consumed in the current or previous month at any time.

5.5.2 Premium tier clients will receive a monthly summary of support hours consumed as part of their monthly security report.

5.5.3 Foundation and Standard tier clients will be notified when they have consumed 80% of their monthly Support Hours Entitlement, allowing time to discuss priorities before the entitlement is exhausted.

5.6 Exceeding the Support Hours Entitlement

5.6.1 If the Client’s Support Hours Entitlement is exhausted in a given month, Netready Cloud MSP will notify the Client before continuing to provide additional support.

5.6.2 Additional support beyond the entitlement is available at the prevailing out-of-scope hourly rate of $150 to $185 AUD per hour. Support hour blocks may also be purchased in advance for remote support only.

5.6.3 The Client may elect to approve additional hours at the time of notification, or defer non-urgent requests to the following month’s entitlement period.

5.6.4 Critical (P1) incidents — complete service outages, confirmed security breaches, or business-stopping events — will always be responded to regardless of the Support Hours Entitlement status. Any time spent on P1 incidents beyond the entitlement will be invoiced as Out-of-Scope Work unless otherwise agreed in writing.

5.7 Rollover Policy

Unused Support Hours Entitlement does not roll over to the following month. The entitlement resets on the first day of each billing cycle. However, pre-purchased hourly blocks will be rolled over indefinitely.

Clients who consistently find their entitlement insufficient should discuss upgrading their tier or user count, which will increase their monthly entitlement proportionally. Clients who rarely use their entitlement may find a lower tier more cost-effective.

6. Fees, Billing, and Payment

6.1 All fees are quoted and invoiced in Australian Dollars (AUD) exclusive of GST. GST will only be added if or when Netready Cloud MSP becomes registered for GST.

6.2 The monthly Retainer is invoiced in advance on the first business day of each calendar month, or as otherwise agreed in the Managed Services Agreement.

6.3 Out-of-Scope Work is invoiced on completion of the work or on the last business day of the month in which the work was performed, whichever is earlier.

6.4 Payment terms are 14 days from the date of invoice. Invoices not paid within 14 days will accrue late payment interest at the rate of 1.5% per month on the outstanding balance.

6.5 Where invoices remain unpaid for more than 30 days following written notice of the overdue amount, Netready Cloud MSP reserves the right to suspend non-emergency services until payment is received. Suspension does not affect the Client’s obligation to pay outstanding invoices.

6.6 Prices are subject to annual adjustment. Netready Cloud MSP will provide at least 30 days written notice of any price increase. Annual increases will not exceed the greater of 5% or the Australian Consumer Price Index (CPI) increase for the preceding 12 months.

6.7 Disputed invoices must be raised in writing within 14 days of the invoice date. Undisputed portions of an invoice remain payable in accordance with these Terms while the dispute is being resolved.

7. Out-of-Scope Work

7.1 Work that falls outside the Managed Service scope or exceeds the Support Hours Entitlement is Out-of-Scope Work and is billed in addition to the monthly Retainer.

7.2 Netready Cloud MSP will provide a written estimate before commencing Out-of-Scope Work of material effort. The Client must provide written approval before work commences.

7.3 The current out-of-scope hourly rate is $150 to $185 AUD per hour. The applicable rate within this range will be confirmed in the written estimate.

7.4 For Out-of-Scope Work forming part of a larger project (exceeding four hours of total estimated effort), a formal Statement of Work will be prepared, detailing scope, deliverables, estimated hours, and total cost.

7.5 Emergency out-of-scope work commenced without prior approval will be notified to the Client as soon as practicable and invoiced on completion.

8. Intellectual Property

8.1 All configurations, policies, templates, scripts, and documentation created by Netready Cloud MSP in the course of delivering the Managed Service and deployed within the Client’s Microsoft Environment are provided for the Client’s use and remain accessible to the Client.

8.2 Netready Cloud MSP retains intellectual property rights in any proprietary methodologies, tools, templates, or processes used in service delivery.

8.3 On termination of the engagement, Netready Cloud MSP will provide the Client with documentation of the environment configuration to facilitate transition to another provider.

9. Confidentiality

9.1 Both parties agree to keep confidential all information disclosed by the other party in connection with the engagement that is identified as confidential or that reasonably ought to be understood as confidential.

9.2 Netready Cloud MSP will not disclose Client data, configuration details, or business information to any third party except as required to deliver the services or as required by law.

9.3 Confidentiality obligations survive termination of the engagement for a period of three years.

10. Liability and Indemnity

10.1 Netready Cloud MSP’s total aggregate liability to the Client for any loss or damage arising out of or in connection with the engagement (whether in contract, tort, or otherwise) is limited to the total Retainer fees paid by the Client in the three months immediately preceding the event giving rise to the claim.

10.2 In no event will Netready Cloud MSP be liable for:

• Loss of profits, revenue, business opportunity, or anticipated savings
• Loss or corruption of data arising from causes outside our control
• Indirect, consequential, or special losses
• Any loss or damage arising from Microsoft platform outages, failures, or changes
• Any loss or damage arising from the Client’s failure to meet their obligations under these Terms
• Security incidents arising from Client staff actions, third-party software vulnerabilities, or the Client’s failure to maintain MFA compliance or security baseline requirements

10.3 Nothing in these Terms limits liability for fraud, wilful misconduct, or liability that cannot be excluded under applicable Australian law.

10.4 The Client indemnifies Netready Cloud MSP against any loss, damage, cost, or expense incurred as a result of:

• The Client’s breach of these Terms or the Managed Services Agreement
• Instructions provided by the Client that result in damage to their own or a third party’s systems
• The Client’s failure to maintain appropriate Microsoft licences

11. Warranties and Representations

11.1 Netready Cloud MSP warrants that services will be delivered with reasonable care and skill, in a professional manner consistent with industry standards for Microsoft cloud managed services.

11.3 Netready Cloud MSP does not warrant that:

• The Client’s Microsoft Environment will be free from security incidents or data breaches
• Microsoft platform services will be available without interruption
• Any particular security outcome will be achieved

11.3 The Client warrants that:

• It has authority to enter into the engagement and grant GDAP access to Netready Cloud MSP
• All information provided to Netready Cloud MSP during onboarding and throughout the engagement is accurate and complete
• It will maintain valid Microsoft licences throughout the engagement

12. Termination

12.1 Either party may terminate the engagement with 30 days written notice to the other party.

12.2 Netready Cloud MSP may terminate the engagement immediately, without notice, if:

• The Client fails to pay any invoice within 30 days of a written overdue notice
• The Client commits a material breach of these Terms and fails to remedy the breach within 14 days of written notice
• The Client becomes insolvent, enters administration, or ceases to carry on business
• Continuing the engagement would require Netready Cloud MSP to act unlawfully

12.3 On termination, the Client must pay all outstanding invoices, including any invoices issued in the final billing period. Retainer fees paid in advance for any period after termination will be refunded on a pro-rata basis.

12.4 On termination, Netready Cloud MSP will:

• Provide the Client with a written summary of the environment configuration to facilitate transition
• Revoke GDAP access to the Client’s Microsoft Environment within 5 business days of the termination date
• Retain records in accordance with our Privacy Policy

12.5 The Client is responsible for any transition costs involved in moving to a new IT provider following termination.

13. Dispute Resolution

13.1 In the event of a dispute arising out of or in connection with these Terms, both parties agree to attempt to resolve the dispute through good faith negotiation within 14 days of written notice of the dispute.

13.2 If the dispute is not resolved through negotiation, either party may refer the dispute to mediation administered by the Resolution Institute or a mutually agreed mediator.

13.3 Nothing in this clause prevents either party from seeking urgent injunctive or other equitable relief from a court.

14. General

14.1 Governing law. These Terms are governed by the laws of Victoria, Australia. The parties submit to the non-exclusive jurisdiction of the courts of Victoria.

14.2 Entire agreement. These Terms, together with the Managed Services Agreement and Service Delivery Policy, constitute the entire agreement between the parties and supersede all prior representations, arrangements, and understandings.

14.3 Amendments. Netready Cloud MSP may amend these Terms by providing 30 days written notice to the Client. Continued engagement after that period constitutes acceptance of the amended Terms.

14.4 Severability. If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force.

14.5 Waiver. Failure by either party to enforce any provision of these Terms at any time does not constitute a waiver of that party’s right to enforce the provision at a later time.

14.6 Force majeure. Neither party is liable for failure or delay in performance caused by circumstances beyond their reasonable control, including natural disasters, government actions, Microsoft platform failures, or telecommunications outages.

14.7 Assignment. The Client may not assign its rights or obligations under these Terms without prior written consent from Netready Cloud MSP. Netready Cloud MSP may assign its obligations to a suitably qualified successor provider with 30 days written notice.

15. Contact

For any questions about these Terms, please contact:

Dennis Odri Owner & Principal IT Consultant, Netready Cloud MSP 📞 0455 336 685 ✉️ dennis@ncmsp.com.au 🌐 ncmsp.com.au 📍 Melbourne, Victoria, Australia

These Terms and Conditions are version 1.3, effective July 2026. Netready Cloud MSP recommends that clients seek independent legal advice if they have questions about the application of these Terms to their specific circumstances.