Master Services Agreement

Parties

This Master Services Agreement is between Jacob Roberts, ABN 18 813 409 919, trading as Bots & Pieces, of Adelaide, South Australia (the Supplier), and the customer identified in a Statement of Work (the Customer).

It starts when both parties sign the first Statement of Work that refers to it, and continues until every Statement of Work under it has ended.

1. How engagements work

1. Each engagement is described in a signed Statement of Work. The Statement of Work states the services, deliverables, timing, fees, assumptions and exclusions.
2. If this agreement and a Statement of Work conflict, the Statement of Work controls for that engagement only, and only where it clearly states the intended difference.
3. Changes to scope, timing, dependencies or deliverables must be agreed in writing. The Supplier may pause affected work until the change is agreed.

2. Supplier responsibilities

1. Provide the services with due care and skill, using reasonable professional practices.
2. Keep the Customer informed of material risks, delays, assumptions and decisions.
3. Use Customer systems and data only as authorised for the engagement.
4. Maintain written documentation of each delivered system to a standard that would let another competent provider take it over.

3. Customer responsibilities

1. Provide timely access to accurate information, authorised people, systems, test environments and decisions.
2. Confirm it has authority to provide all data, content, credentials and instructions used in the engagement.
3. Maintain backups and business continuity appropriate to its operations, unless a Statement of Work expressly assigns a backup task to the Supplier.
4. Review outputs, perform acceptance testing, and retain human oversight for material decisions.

4. Fees, GST and expenses

1. The Customer must pay the fees in the Statement of Work by the invoice due date. Unless stated otherwise, invoices are due 21 calendar days from issue.
2. The Supplier is not registered for GST as at 1 September 2026. While that remains the case, GST is not charged and invoices are issued as ordinary invoices rather than tax invoices. If the Supplier becomes registered, GST will be added to taxable supplies from the date registration takes effect and tax invoices will be issued. The Supplier will give the Customer written notice before that happens.
3. Pre-approved out-of-pocket expenses are charged at cost. Travel outside greater Adelaide requires prior written approval.
4. The Supplier may suspend work on seven days written notice if an undisputed invoice is overdue.
5. Unless the Statement of Work says otherwise, a build is paid in three parts: 30% on signing and before any work or system access begins, 40% once the build is complete and submitted for review, and the final 30% on acceptance and before handover.
6. The Customer may pay by bank transfer or by direct debit via GoCardless. Care and support subscriptions are monthly and are paid by direct debit. The Customer authorises the direct debit through the GoCardless link the Supplier sends with the first care invoice.

5. Acceptance

1. Where a Statement of Work has acceptance criteria, the Customer must test the deliverable within ten business days after delivery and identify any material failure against those criteria in writing.
2. The Supplier will correct a reproducible material failure within the agreed scope. New requirements and preference changes are handled through change control.
3. A deliverable is accepted when the Customer confirms acceptance, uses it in production, or does not provide a valid rejection within the review period.

6. Third-party products and AI services

1. Third-party software, cloud platforms, AI models, licences and telecommunications are governed by their providers’ terms and may change, increase in price or become unavailable.
2. The Supplier does not guarantee that AI output is complete, accurate, unbiased, secure or fit for a decision without human review.
3. The Customer must not use an AI output as the sole basis for a legal, employment, credit, health, safety or other high-impact decision unless the Statement of Work includes suitable review and control measures.
4. The Supplier will name the material AI and third-party providers to be used with Customer data before connecting them, and will obtain the Customer’s written approval.

7. Confidentiality

1. Each party must protect the other’s confidential information, use it only for this agreement, and disclose it only to people who need it and are bound to protect it.
2. This does not cover information that is public without breach, already lawfully known, independently developed, or lawfully received from another source.
3. A party may disclose information where legally required, giving notice when lawful and limiting disclosure to what is required.
4. These obligations continue for three years after the engagement ends, and indefinitely for anything that is a trade secret or personal information.

8. Privacy, security and incidents

1. Each party must comply with applicable privacy, data protection, surveillance, spam and cyber security laws.
2. The Data and AI Schedule applies whenever the Supplier handles personal, confidential or Customer-controlled data, and forms part of this agreement when a Statement of Work refers to it.
3. The Supplier will notify the Customer without undue delay after confirming a security incident that materially affects Customer data in the Supplier’s control, and will reasonably assist investigation and containment.
4. Where a notifiable data breach may have occurred, the parties will cooperate on the assessment and on any notification required by law. Neither party will make a public statement naming the other without prior written consent, unless required by law.

9. Intellectual property

1. Each party retains ownership of material it owned or developed independently before the engagement (Background IP).
2. After full payment, the Customer owns the deliverables created specifically for it, excluding Supplier Background IP, reusable methods, templates, generic code, know-how and third-party material.
3. Until the fees for a deliverable are paid in full, the Customer has no licence to use that deliverable in live operation. Any access, environment or early version provided during the build is temporary, is for review and testing only, and may be withdrawn while payment is outstanding.
4. The Supplier grants the Customer a perpetual, non-exclusive, worldwide licence to use embedded Supplier Background IP as necessary to use the paid deliverables.
5. That licence is personal to the Customer. It is not assignable, not transferable and not sublicensable, and it does not extend to any other party, whether or not that party works on the same system. Assigning or transferring it, including as part of a sale of the Customer’s business, requires the Supplier’s prior written agreement, which will not be unreasonably withheld.
6. The Customer grants the Supplier a limited licence to use Customer material only to perform the services.
7. The Supplier may describe the engagement in general terms as a reference, without naming the Customer and without disclosing confidential information, unless the Customer asks in writing that it does not.

10. Warranties and Australian Consumer Law

1. Each party warrants it has authority to enter this agreement.
2. Nothing in this agreement excludes, restricts or modifies a guarantee, right or remedy that cannot lawfully be excluded, including the consumer guarantees under the Australian Consumer Law.
3. The Customer may be a consumer for the purposes of the Australian Consumer Law even though it acquires the services for business purposes, because the definition covers an acquisition of services for one hundred thousand dollars or less. The parties proceed on the basis that it may apply.
4. Where the Australian Consumer Law applies and the services are not of a kind ordinarily acquired for personal, domestic or household use or consumption, the Supplier’s liability for failure to comply with a consumer guarantee is limited, at the Supplier’s option, to supplying the services again, or to paying the cost of having the services supplied again. This clause takes priority over the monetary cap in clause 11 to the extent that cap is not permitted by law.
5. Subject to those rights, the Supplier does not promise an uninterrupted service, a particular business result, or that every defect or security risk will be identified.

11. Liability

This is the clause that matters most if something goes badly wrong, so it is set out plainly rather than buried. Read it with clause 10, which takes priority over it where the Australian Consumer Law applies.

Where a Statement of Work carries a higher liability cap than the default above, that cap applies only to that engagement, and only if it is within the Supplier’s insurance limits at the time.

12. Termination and handover

1. Either party may terminate an affected Statement of Work for a material breach not fixed within 14 days after written notice, or immediately for insolvency or unlawful conduct.
2. The Customer may terminate for convenience on 14 days written notice, and must pay for work performed, committed non-cancellable costs, and reasonable handover work to the termination date.
3. Final handover happens after the final invoice is paid. Handover means the administrator accounts, the passwords and keys held for the Customer, the source material and the current documentation. Customer data and Customer-owned accounts are returned on request at any time and are never held against payment.
4. On termination, the Supplier will return or make available Customer material and, when requested, provide a reasonable paid handover including current documentation and any credentials held on the Customer’s behalf.
5. The Supplier will remove its access to Customer systems and delete or return working copies of Customer data as agreed, and confirm that in writing.
6. Confidentiality, payment, intellectual property, privacy and liability clauses survive termination.

13. Insurance

The Supplier is arranging professional indemnity and cyber insurance appropriate to the services. At the date of this version, no policy is in force. Before a Statement of Work is signed, the Supplier will tell the Customer in writing whether that cover is in force. Once it is in force, the Supplier will maintain it for the term of each engagement and will provide a certificate of currency on request. Public liability cover is not included, because the services are delivered remotely. Where the Supplier is asked to work on the Customer’s premises, the parties will agree in the Statement of Work whether public liability cover is needed before that work starts.

14. Disputes

1. A party must give written details of a dispute.
2. A senior representative from each party must meet within five business days and try in good faith to resolve it.
3. If unresolved after ten business days, the parties will consider mediation before starting court proceedings, except for urgent relief or debt recovery. Mediation is held by video unless both parties agree otherwise, so that a customer outside South Australia is not asked to fly to one. Where a venue is needed and the parties cannot agree, it is Adelaide, South Australia.
4. The Supplier’s Complaints and Remedy Procedure runs alongside this clause and does not replace it.

15. General

1. Notices must be sent to the notice contacts in the Statement of Work. Email is taken as received when the sender has no delivery failure notice.
2. The Supplier may engage a subcontractor, but must name them to the Customer first and remains responsible for their work.
3. Neither party may assign this agreement without the other’s written consent, not to be unreasonably withheld, except as part of a genuine sale of substantially all of its business.
4. Neither party is liable for a failure caused by an event outside its reasonable control, provided it tells the other promptly and works to reduce the effect.
5. This agreement is governed by the laws of South Australia, and the parties submit to its courts.
6. This agreement and its Statements of Work form the entire agreement about their subject matter. Changes must be in writing and signed or expressly accepted by authorised representatives.

Signatures

Where this agreement is issued inside a signing pack, the Acceptance and Signature Page sits at the front and is the only page signed. Leave the block below blank in that case. Use it only when this agreement is signed on its own.

This document was prepared without legal advice. Have an Australian commercial lawyer review it before relying on it for high value, regulated or sensitive-data work.