This template provides two distinct formal legal notices under Australian contract law: Schedule A (Notice of Material Breach and Termination for Cause) and Schedule B (Notice of Non-Renewal / Termination for Convenience with Unfair Contract Term Abatement under Section 23 of the Australian Consumer Law).
Serve this notice strictly in accordance with the 'Notices' clause of your MSA (typically registered post to the Supplier's ASIC registered office plus email to the nominated Contract Manager and Legal Counsel).
TO: [MSP Legal Entity Name] (ACN [XXX XXX XXX] / ABN [XX XXX XXX XXX])
ADDRESS: [MSP Registered Office Address]
DATE: [Insert Date]
RE: MASTER SERVICES AGREEMENT DATED [INSERT DATE] — FORMAL NOTICE OF MATERIAL BREACH AND REQUIREMENT TO REMEDY
1. We refer to the Master Services Agreement ('MSA') and Statement of Work ('SOW') dated [Insert Date] between [Customer Legal Name] ('Customer') and [MSP Legal Name] ('Supplier').
2. Pursuant to Clause [Insert Breach Clause Number] of the MSA and the common law rights reserved to the Customer, the Customer notifies the Supplier that the Supplier has committed material breaches going to the root of the contract (per Koompahtoo Local Aboriginal Land Council v Sanpine Pty Ltd [2007] HCA 61), particulars of which are set out in Annexure 1:
(a) Systemic Failure to Meet Service Levels: Between [Start Date] and [End Date], the Supplier failed to meet Priority 1 and Priority 2 resolution timeframes on [N] documented occasions (Ticket IDs: [Insert IDs]).
(b) Unauthorised Offshore Data Access (APP 8 & Privacy Act 1988): The Supplier permitted personnel located outside Australia to access Customer production tenants without prior written consent or APP 8 cross-border compliance documentation.
(c) Failure to Maintain ACSC Essential Eight Controls: Independent audit performed on [Date] confirmed that [X]% of managed endpoints lacked enforced application control and 48-hour critical patch remediation despite monthly invoicing for managed security.
3. DEMAND TO REMEDY: The Customer requires the Supplier to remedy the above breaches in full within fourteen (14) days of service of this Notice. Failing complete remediation, the Customer will terminate the MSA immediately for cause, seek restitution of overbilled retainer fees, and recover transition costs as damages.
4. Further and in the alternative, to the extent the Supplier purports to rely on Clause [X] (Automatic Multi-Year Rollover), Clause [Y] (Early Termination Fee equal to 100% of unperformed services), or Clause [Z] (Unilateral Disengagement Hourly Charges at $250+/hr), the Customer puts the Supplier on formal notice that those clauses constitute void Unfair Contract Terms under section 23 of the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)).
5. Specifically, those terms: (a) cause a significant imbalance in the parties' rights and obligations; (b) are not reasonably necessary to protect the legitimate commercial interests of the Supplier (as liquidated damages grossly exceed genuine pre-estimates of loss under Paciocco v ANZ Banking Group Ltd [2016] HCA 28); and (c) would cause financial detriment to the Customer if relied upon.
6. The Customer requires the Supplier to execute the Disengagement Handover Schedule within seven (7) business days without holding administrative credentials, documentation, or customer data hostage (which conduct would constitute conversion, detinue, and unconscionable conduct under s 21 of the ACL).
SIGNED for and on behalf of [Customer Legal Entity Name] by its authorised officer: ___________________________