Master Services Agreement

1. Overview#

This Master Services Agreement ("MSA") governs the relationship between Slash Tech Australia Pty Ltd (ABN 27 868 796 4889) ("Slash Tech") and the Client named in each Statement of Work issued under this agreement.

This MSA sets out the general terms that apply to all engagements. Specific deliverables, timelines, and fees are defined in individual Statements of Work.

2. Scope of Services#

2.1 Services generally. Slash Tech will provide the services described in each Statement of Work ("SOW") issued under this MSA. Services may include software development, hardware design and integration, workflow automation, consulting, applied research and development, and related technical services.

2.2 Standard of services. Slash Tech will perform services with reasonable care and skill, consistent with industry standards applicable to the type of work described in the relevant SOW.

2.3 Subcontracting. Slash Tech may engage subcontractors to assist in delivering services. Slash Tech remains responsible for the work of any subcontractor it engages and will ensure that subcontractors are bound by obligations no less protective of the Client than those in this MSA.

2.4 Client cooperation. The Client will provide Slash Tech with timely access to information, personnel, systems, and approvals reasonably required to deliver the services. Slash Tech is not responsible for delays or deficiencies caused by the Client's failure to cooperate.

2.5 Changes to services. Any change to the scope, timeline, or fees for services must be agreed in writing by both parties through a Change Order or amended SOW before work on the changed scope commences. Verbal approvals do not bind Slash Tech to additional scope.

3. Statements of Work#

3.1 Individual SOWs. Each engagement is governed by a SOW that references this MSA. Each SOW will set out, at minimum: a description of the services and deliverables; the fees or fee basis; the payment schedule; key milestones or timelines; and any special conditions.

3.2 Order of precedence. Where a conflict exists between a SOW and this MSA, the SOW prevails with respect to the subject matter of that conflict, unless the SOW expressly states otherwise.

3.3 Acceptance. Deliverables are deemed accepted if the Client does not provide written notice of material defects within ten (10) business days of delivery. Where the Client raises defects, Slash Tech will use reasonable efforts to remedy them within an agreed timeframe. Acceptance is not conditional on the Client's subjective preference where the deliverable meets the specifications in the SOW.

3.4 Estimates and indicative timelines. Any estimate of time or cost provided outside a signed SOW is indicative only and does not constitute a commitment. Timelines in SOWs are estimates and may be affected by factors outside Slash Tech's reasonable control.

4. Fees and Invoicing#

4.1 Fees. The Client will pay fees as set out in each SOW. Fees may be structured as fixed-price, time and materials, retainer, milestone-based, or a combination.

4.2 Expenses. Unless a SOW provides otherwise, pre-approved out-of-pocket expenses (including travel, accommodation, hardware, and third-party software or services procured on the Client's behalf) are payable by the Client in addition to service fees and will be invoiced at cost.

4.3 Invoicing. Slash Tech will issue invoices in accordance with the payment schedule in each SOW, or, where no schedule is specified, upon completion of each milestone or monthly in arrears for time and materials engagements.

4.4 Payment terms. Payment is due within fourteen (14) days of the invoice date, unless a SOW specifies otherwise.

4.5 Late payment. Invoices not paid by the due date will accrue interest at the rate of ten percent (10%) per annum, calculated daily from the due date until the date of payment. Slash Tech may also suspend services if any invoice remains unpaid for more than twenty-one (21) days after the due date, without prejudice to any other rights.

4.6 GST. All fees and amounts payable under this MSA are exclusive of GST. Where GST applies, Slash Tech will issue a valid tax invoice and the Client will pay the GST amount in addition to the base fee.

4.7 Disputes. If the Client disputes any portion of an invoice, the Client must notify Slash Tech in writing within five (5) business days of receipt, specifying the amount in dispute and the reason. Undisputed amounts remain payable by the due date. Both parties will act in good faith to resolve the dispute promptly.

5. Confidentiality#

5.1 Obligations. Each party ("Receiving Party") agrees to hold in confidence all Confidential Information disclosed by the other party ("Disclosing Party") and to use it solely for the purposes of this MSA and any SOW. Each party will protect the other's Confidential Information with at least the same degree of care it uses for its own confidential information of similar sensitivity, and no less than reasonable care.

5.2 Definition. "Confidential Information" means any information disclosed by one party to the other that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure, including business plans, technical specifications, pricing, client lists, source code, and know-how.

5.3 Exceptions. The obligations in clause 5.1 do not apply to information that: (a) is or becomes publicly available other than through a breach of this MSA; (b) was known to the Receiving Party before disclosure without restriction; (c) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law, regulation, or judicial order, provided the Receiving Party gives the Disclosing Party reasonable prior notice (where permitted) and cooperates in any effort to limit the disclosure.

5.4 Permitted disclosure. Each party may disclose Confidential Information to its employees, contractors, advisers, and subcontractors on a need-to-know basis, provided those persons are bound by confidentiality obligations at least as protective as those in this clause.

5.5 Duration. Confidentiality obligations survive termination or expiry of this MSA for a period of three (3) years, except in relation to trade secrets, which remain protected for as long as they retain their confidential character.

6. Intellectual Property#

6.1 Background IP. Each party retains ownership of all intellectual property rights in materials, tools, frameworks, methodologies, and know-how that it owned or developed independently prior to, or outside of, any engagement ("Background IP"). Nothing in this MSA transfers Background IP from one party to the other.

6.2 Deliverables. Intellectual property rights in bespoke deliverables created specifically for the Client and identified as client-owned in a SOW ("Deliverables") will be assigned to the Client upon receipt of full payment of all fees and expenses owing in connection with that SOW.

6.3 Slash Tech tools and frameworks. Slash Tech may use its own tools, libraries, frameworks, templates, and pre-existing code components ("Slash Tech Materials") in delivering services. Where Slash Tech Materials are incorporated into a Deliverable, Slash Tech grants the Client a perpetual, non-exclusive, royalty-free licence to use those Slash Tech Materials solely as part of the Deliverable, and solely for the Client's internal business purposes.

6.4 Third-party components. Where open-source or third-party licensed software is incorporated into a Deliverable, such components remain subject to their own licence terms. Slash Tech will disclose any material third-party licences to the Client.

6.5 Client materials. The Client grants Slash Tech a non-exclusive licence to use materials, data, and information provided by the Client solely for the purpose of delivering the services.

6.6 No licence beyond what is stated. No intellectual property rights are transferred or licensed except as expressly set out in this clause 6.

7. Limitation of Liability#

7.1 Cap on liability. To the maximum extent permitted by law, Slash Tech's total aggregate liability to the Client under or in connection with this MSA and all SOWs — whether in contract, tort (including negligence), statute, or otherwise — is limited to the total fees paid by the Client to Slash Tech in the twelve (12) months immediately preceding the event giving rise to the claim.

7.2 Exclusion of consequential loss. To the maximum extent permitted by law, neither party will be liable to the other for any indirect, special, incidental, or consequential loss or damage, including loss of profits, loss of revenue, loss of data, loss of business opportunity, or damage to reputation, arising out of or in connection with this MSA, even if advised of the possibility of such loss.

7.3 Exceptions. Nothing in this clause limits liability for: (a) fraud or wilful misconduct; (b) death or personal injury caused by negligence; (c) a party's indemnification obligations under this MSA; or (d) any liability that cannot be excluded or limited by applicable law, including non-excludable consumer guarantees under the Australian Consumer Law.

7.4 Mitigation. Each party has a duty to take reasonable steps to mitigate any loss or damage it suffers.

7.5 Time limit for claims. Any claim under this MSA must be notified in writing within twelve (12) months of the date on which the claiming party knew or ought reasonably to have known of the facts giving rise to the claim.

8. Term and Termination#

8.1 Term. This MSA commences on the date of the first SOW executed under it and continues until terminated in accordance with this clause.

8.2 Termination for convenience. Either party may terminate this MSA or any SOW by giving thirty (30) days' written notice to the other party. The Client remains liable for fees earned and expenses incurred up to the effective date of termination.

8.3 Termination for cause. Either party may terminate this MSA or any SOW immediately on written notice if the other party: (a) commits a material breach of this MSA that is not remedied within fourteen (14) days of receiving written notice specifying the breach; (b) becomes insolvent, enters administration, is placed in liquidation, or makes a general assignment for the benefit of creditors; or (c) engages in fraud or wilful misconduct in connection with this MSA.

8.4 Effect of termination. On termination or expiry: (a) the Client will pay for all services performed and expenses incurred up to the effective date; (b) each party will return or destroy the other's Confidential Information on request; (c) Slash Tech will deliver any completed Deliverables to the Client on receipt of all amounts owing; and (d) clauses 5, 6, 7, 8.4, and 9 survive termination.

8.5 No liability for termination. Neither party will be liable to the other for any loss arising solely from a valid termination in accordance with this clause, except for payment obligations accrued prior to termination.

9. General#

9.1 Governing law. This MSA is governed by the laws of Queensland, Australia. Each party irrevocably submits to the non-exclusive jurisdiction of the courts of Queensland and any courts competent to hear appeals from those courts.

9.2 Entire agreement. This MSA, together with all SOWs, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, representations, and understandings. Neither party has relied on any representation or warranty not contained in this MSA.

9.3 Variation. This MSA may only be varied by written agreement signed by authorised representatives of both parties.

9.4 Relationship of parties. Slash Tech is an independent contractor. Nothing in this MSA creates a partnership, joint venture, employment, or agency relationship between the parties. Slash Tech has no authority to bind the Client to any obligation.

9.5 Assignment. Neither party may assign or transfer its rights or obligations under this MSA without the prior written consent of the other party, which will not be unreasonably withheld. Slash Tech may assign this MSA to a related body corporate without consent.

9.6 Severability. If any provision of this MSA is held to be invalid or unenforceable, that provision will be severed and the remaining provisions will continue in full force and effect.

9.7 Waiver. A failure or delay by either party to exercise any right under this MSA does not constitute a waiver of that right. A single or partial exercise of a right does not preclude a further exercise.

9.8 Force majeure. Neither party is liable for any failure or delay in performing its obligations to the extent caused by circumstances beyond its reasonable control ("Force Majeure Event"), including natural disasters, acts of government, pandemic, or widespread network failure. The affected party must notify the other promptly and use reasonable efforts to resume performance. If a Force Majeure Event continues for more than sixty (60) days, either party may terminate the affected SOW on written notice without liability.

9.9 Notices. Notices under this MSA must be in writing and delivered by email to the authorised representative nominated in the relevant SOW, or to contact@slashtech.com.au for Slash Tech. Notices are effective upon confirmed receipt.

9.10 No third-party beneficiaries. This MSA is for the sole benefit of the parties and their permitted successors and assigns. Nothing in it confers rights on any third party.