Master Services Agreement

NexusWize Pty Ltd (ACN 700 593 013, ABN 88 700 593 013) provides AI consulting, automation, implementation and related services. This Master Services Agreement applies to each engagement between NexusWize and a client where a quotation or Statement of Work refers to it. It is incorporated into that quotation or Statement of Work by reference and does not need to be signed separately.

1  How to read this agreement

1. This Master Services Agreement, together with each quotation or Statement of Work accepted or signed by both parties and any Standard Quotation Terms that document refers to, forms the Agreement. Capitalised terms have the meaning given where first bolded in brackets or in the relevant Statement of Work.
2. A reference in this Master Services Agreement to a Statement of Work includes an accepted NexusWize quotation that states it takes effect as a Statement of Work under this Master Services Agreement.
3. The parties, their contacts, addresses and email addresses for an engagement are those stated in the relevant Statement of Work.
4. If a Statement of Work expressly identifies a term of this Master Services Agreement that it changes, the Statement of Work prevails for that engagement only. Otherwise, this Master Services Agreement prevails.

2  Ordering and performance of services

2.1  Services and milestones

1. NexusWize is only required to perform work described in a Statement of Work agreed by both parties. Each Statement of Work is a separate engagement and may be for discovery, a fixed-price project, time and materials, a retainer, or a combination of those models.
2. NexusWize will perform the Services with due care and skill and may use its personnel, subcontractors and specialist third parties. NexusWize remains responsible for its subcontractors' performance of the Services, but third-party products and services remain subject to their suppliers' terms, availability and fees.
3. Milestones, allocations and priorities may be reviewed at the cadence stated in the Statement of Work. Dates are estimates unless expressly stated to be fixed and will be reasonably adjusted for an agreed change, Client delay or event beyond NexusWize's reasonable control.

2.2  Changes to Statements of Work

Either party may propose a change. NexusWize will quote any effect on scope, assumptions, fees, personnel, milestones and timing. No change is binding, and NexusWize need not start it, until authorised representatives of both parties agree it in writing, including by email.

2.3  Acceptance

Where a Statement of Work specifies Acceptance Criteria for a Deliverable or Milestone, the Client must accept it in writing or notify NexusWize in writing of any material non-conformance within 5 Business Days after delivery. If the Client does neither, the Deliverable or Milestone is deemed accepted. NexusWize will rectify any valid material non-conformance and resubmit the Deliverable or Milestone. Advisory, retainer and time-and-materials Services are not subject to acceptance unless the applicable Statement of Work expressly provides otherwise.

3  Client obligations

1. The Client must provide timely decisions, accurate information, suitable personnel, lawful data, licences, test materials and the access reasonably required for the Services. The Client warrants that it is authorised to give NexusWize and its Personnel that access and to permit the agreed use of its systems, portals, cloud environments, databases and materials.
2. The Client remains responsible for its systems, backups, business decisions and compliance with laws applying to its business and data. It must not request unlawful, infringing or unsafe work and must promptly tell NexusWize of access restrictions, security requirements and regulated or sensitive information.

4  Fees and payment

1. The Client must pay the fees and role-based rates stated in each Statement of Work. Front-of-House and Back-of-House personnel may have different rates and may be invoiced independently. Fixed fees, time and materials, retainers, daily rates and milestone payments apply only as selected in the Statement of Work.
2. NexusWize may invoice as stated in the Statement of Work, or otherwise monthly in arrears. Invoices are due within 14 days. Fees exclude GST. The Client must also pay approved expenses and third-party costs, and may not withhold or set off amounts except as required by law.
3. If an undisputed amount remains overdue 5 Business Days after written notice, NexusWize may suspend affected Services until payment. Suspension extends affected dates and does not waive payment rights.

5  Confidentiality and privacy

1. Each party must protect the other party's non-public commercial, technical, security and personal information, use it only for the Agreement, and disclose it only to Personnel who need it and are bound to protect it, or as required by law. This does not cover information lawfully known without restriction, independently developed or public through no breach.
2. Each party must comply with applicable privacy laws. NexusWize will use reasonable technical and organisational safeguards, use Client credentials and data only as authorised, and promptly notify the Client of a confirmed security incident affecting Client data. The Client must not provide personal or sensitive information unless necessary and agreed.
3. On request or when an engagement ends, each party must return or securely destroy the other's Confidential Information, except for lawful records, backups and information reasonably required to exercise surviving rights.

6  Intellectual property

1. Each party retains ownership of material, software, data, methods, templates, tools, know-how and Intellectual Property Rights it owned or developed independently of the Services (Background Material). The Client licenses its Background Material to NexusWize and its Personnel as needed to perform the Services.
2. Unless a Statement of Work says otherwise, on full payment the Client owns the Intellectual Property Rights in deliverables created specifically and exclusively for the Client. NexusWize retains its Background Material and reusable skills, ideas, routines, configurations, libraries and generic components, and grants the Client a perpetual, worldwide, royalty-free licence to any of that material embedded in a paid deliverable as needed to use it.
3. Third-party and open-source material remains subject to its applicable licence. The Client warrants that NexusWize's authorised use of Client-provided material does not infringe third-party rights.

7  Warranties

1. AI and automation outputs may be probabilistic, incomplete or inaccurate. Unless the Statement of Work expressly includes it, NexusWize does not provide legal, tax, accounting or regulated professional advice, guarantee a business outcome, or warrant uninterrupted third-party platforms. The Client must apply appropriate human review, testing and controls before relying on outputs or deploying changes.
2. To the maximum extent permitted by law, warranties not expressly stated are excluded. Nothing in the Agreement excludes, restricts or modifies a consumer guarantee or other right that cannot lawfully be excluded under the Australian Consumer Law.

8  Liability

1. To the maximum extent permitted by law, neither party is liable for consequential loss, including loss of profit, revenue, opportunity, goodwill or anticipated savings. This does not apply to fraud, wilful misconduct, personal injury or death, tangible property damage, or liability that cannot lawfully be excluded.
2. Subject to the Australian Consumer Law, each party's aggregate liability arising from a Statement of Work is capped at the fees paid or payable under it. The cap does not limit Client payment obligations or liability for fraud, wilful misconduct, breach of confidentiality or infringement of the other party's Intellectual Property Rights.
3. The Client indemnifies NexusWize against third-party claims to the extent caused by unlawful or infringing Client materials, instructions or use of deliverables, except to the extent caused by NexusWize's breach, negligence or wilful misconduct.

9  Termination

9.1  Master Services Agreement

Either party may terminate this Master Services Agreement immediately by written notice. Each current Statement of Work, and the terms needed to govern it, continues until completed or separately terminated.

9.2  Breach and insolvency

A party may terminate the Agreement or an affected Statement of Work if the other party does not remedy a material breach within 14 days after written notice. Termination may be immediate if the breach cannot be remedied or the other party becomes insolvent. NexusWize may suspend work while a serious breach remains unremedied.

9.3  Statement of Work exit

Subject to any Minimum Term expressly stated in a Statement of Work, and to any different cancellation term expressly stated in a Statement of Work or in Standard Quotation Terms it refers to, either party may terminate that Statement of Work for convenience on at least 30 days' written notice. A Minimum Term does not restrict termination for breach.

1. If the Client terminates a Statement of Work for convenience, it must pay: fees for Services performed up to the end date, including the reasonable value of work in progress and committed retainer allocations; approved expenses and non-cancellable third-party commitments; and NexusWize's reasonable, documented and unavoidable loss from reserved capacity after reasonable mitigation, capped at the fees for the Services scheduled during the 20 Business Days following the end date. The parties agree this is a genuine pre-estimate of likely loss, not a penalty.
2. If NexusWize terminates for convenience, it will refund unused prepaid fees and provide reasonable paid transition assistance if requested. On any termination, the Client must pay undisputed work to date and NexusWize will provide paid deliverables and reasonable handover materials. Accrued rights and clauses intended to survive continue.

10  General

1. The parties must first try in good faith to resolve a dispute through senior representatives, then mediation before court proceedings, except for urgent relief or debt recovery. Notices may be sent to the email addresses in the relevant Statement of Work and are received on the next Business Day unless delivery fails.
2. Neither party is liable for delay beyond its reasonable control, except payment obligations. Assignment requires consent, not to be unreasonably withheld, except for a bona fide business sale. The Agreement is the entire agreement, may be amended only in writing, may be signed electronically and in counterparts, and is governed by the laws of NSW, Australia. If a provision is unenforceable it is severed to the minimum extent necessary.