Introduction

This document is the service agreement between Minihub Communications Inc.and the client that sets out the limits, services and responsibilities between Minihub Communications Inc. and the client.

In this document 'Minihub Communications Inc.' refers to staff or contractors engaged by Minihub Communications Inc.to provide technical services. The services provided by Minihub Communications Inc. are divided into two types of service:

Development
Installation of servers, sofware and other network/computing infrastructure.
Development of software to meet clients requirements.

Support
On demand technical support to resolve network problems.
Network optimizations.
Maintainance/modification of existing software and configuration when required.

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Development

Development is any work that expands existing network and computer infrastructure.

Applications development is writing software to follow client requirements or meet as closely as possible client specifications.

The hourly rates for development work depend on Minihub Communications Inc. staff doing the development work. Development work can be billed on an hourly basis or for a fixed fee negotiated from a detailed requirement specification provided by the client.

Additional development beyond the specifications, or assistance to the client in developing the specifications to be billed on an hourly basis.

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Support

The different types of support may be categorised as follows:

1. On call support
i.e. Responding to urgent network situations on demand, both inside and outside regular office hours. Minihub Communications Inc. will make reasonable endeavour to respond to minor requests and best endeavour to respond to major problems. Response for major problems will be within 4 hours (but most of the time much faster).

2. Intelligent 'hands on' quota.
i.e. Preventive maintainance, installing security patches, assisting with backups if required, etc.

On call support charges
Support charges are billed in blocks of 30 minutes. On call support hours can be counted from the 'Hands on' quota time if desired.

The base rate per hour (ngo) is $71.50 (commercial) $143 nclusive of GST.

'Hands on' quota
This is a minimum number of hours per month spent by Minihub Communications Inc. doing routine checks and analysis of the client network, plus preventative maintenance (e.g. installation of security patches, backups) to head off potential problem situations.

The client must agree to a minimum number of hours per month for this, as preventative maintenance is important. More work to be negotiated on demand if agreed by Minihub Communications Inc. and the client.

The minimum monthly 'hands on' support hours is determined by the size of the clients network and computing infrastructure, as agreed by the client and Minihub Communications Inc.

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Resource Usage and expenses

For both development and support Minihub Communications Inc. is permitted to make reasonable and responsible use of the clients resources for work related purposes (for example, internet bandwidth, telephone calls, etc).

Minihub Communications Inc. is permitted to pass on costs related to providing support for urgent major problems (for example, taxi fare to provide urgent onsite attendance, providing replacement computer hardware).

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Purchase of Service and Billing

All prices in this document include GST.

All support and development work will be invoiced to be paid within one month.
Minihub Communications Inc. reserves the right to charge additional administration fees and/or engage third party collection services for collection of outstanding money not paid within 1 month of invoice.

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Warranty and Acceptance

All work by Minihub Communications Inc. will be done with due care, skill and diligence.

Warranty and liability is strictly limited to re-supply of the work, or money to the value of the work supplied. Beyond this Minihub Communications Inc. shall not be liable or obligated for any amounts in excess of the fees paid for the work in question, for any cost of procurement of substitute goods, technology, services, or rights, or the interruption of use or loss or corruption of data.

Neither party to this agreement shall be liable or obligated with respect to technical support or development work for any matter beyond its reasonable control, or for any incidental, indirect or consequential damages or lost profits.

All development work is to be signed off at an acceptance test by the client. This allows the client to assess the new work is performing to requirements, and gives a checkpoint time for determining payment for the work done.

All billable support work to be followed by written or email notification to the client of the work done, when, and why, to assist in both accountability and issue awareness between Minihub Communications Inc. and the client.

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Licensing and Intellectual property

All new development will be under the General Public License (GPL) and owned by Minihub Communications Inc., but free for the client to use, unless requested otherwise by the client. For example, developed software that implements proprietary processes or commercially sensitive methods and data may be owned by the client if requested. Note that Minihub Communications Inc. primarily works with GPL software from other sources and hence derivative works are subject to the GPL under the terms of the license.

Further information on the GPL is available on the internet at http://www.gnu.org/copyleft/gpl.html.

Minihub Communications Inc. will not disclose any confidential client information to third parties. Email traffic, passwords and financial information are presumed confidential unless told otherwise, plus other information as deemed by the customer.

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Termination

This agreement can be terminated on convenience. Either party can terminate on convenience with 1 months written notice. This agreement can be terminated with cause. Either party can terminate on breach of agreement. Costs become payable on termination.