Legal

Master Services Agreement

Version 1.1 · Effective 26 July 2026

How this Agreement applies

This Master Services Agreement (Agreement) is published by Axela Digital Pty Ltd ABN 43 671 479 968 of 32 Meek St, Brighton VIC 3186, Australia (Axela).

This Agreement applies where a Statement of Work, Support Services Agreement, Sales Order, Software Resale Order or other ordering document between Axela and a customer (each an Incorporating Document) incorporates it by reference. The Customer is the entity identified in the Incorporating Document. Together, this Agreement and each Incorporating Document form the agreement between Axela and the Customer for the relevant services.

The version of this Agreement in effect on the date the Customer executes an Incorporating Document applies to that document, unless the parties agree otherwise in writing. Axela maintains a version history at the end of this page.

Introduction

A. The Customer wishes to purchase Deliverables and procure Services from Axela from time to time, including advisory, design, implementation and support services relating to artificial intelligence, automation and software solutions.

B. Axela has agreed to supply Deliverables and provide Services to the Customer in accordance with the terms and conditions of this Agreement and the applicable Statement of Work or other Incorporating Document entered into between Axela and the Customer.

1. Definitions and Interpretation

1.1 Definitions

In this Agreement, unless the contrary intention appears:

Acceptance Testing or Acceptance Tests means the acceptance testing (if any) of the Deliverables described in the Statement of Work.
Agreement means this document including any schedules or annexures to it.
AI Services means any third party artificial intelligence platform, model, API or hosted service used in the performance of the Services or incorporated in a Deliverable, including large language model services and cloud AI platforms.
AI Assets means prompts, prompt libraries, agent configurations, orchestration logic, RAG pipelines, evaluation frameworks, agent skills, agent actions, system instructions, knowledge base structures and similar artefacts developed or configured in the course of the Services.
Assumptions means the assumptions (if any) set out in the Statement of Work, including the assumption that there will be no change to the scope of the Deliverables or the Services.
Business Day means a day on which banks are open for business in Melbourne, other than a Saturday, Sunday or public holiday.
Confidential Information means: (a) the terms of this Agreement; (b) any information relating to the business or financial affairs of a party, including pricing or pricing strategies; (c) any trade secret, technical knowledge, concepts, ideas, designs, programs, processes, procedures, innovations, databases, customer lists or information, sales plans or marketing plans, research, software, records, intellectual property or other information of a party; (d) any information that would at law be considered confidential; and (e) any information designated as confidential by a party.
Corporations Act means the Corporations Act 2001 (Cth).
Customer Data means data, content and materials provided by or on behalf of the Customer, or accessed from the Customer’s systems, in connection with the Services.
Customer Request has the meaning given in clause 4.1(1).
Developed IP has the meaning given in clause 13.1(2).
Deliverable means any Services and other deliverables to be delivered by Axela to the Customer as specified in the Statement of Work.
Existing IP has the meaning given in clause 13.1(1).
Excluded Services means any services other than the Services (for the avoidance of doubt each item described in the paragraph headed “Excluded Services” in the Statement of Work is an Excluded Service).
Fees means the fees and charges specified in or calculated in accordance with the Statement of Work, including any agreed variations, plus such other amounts owing under the Agreement or a Project Contract from time to time.
Force Majeure means any of the following events or circumstances: war, terrorism, riot, insurrection, vandalism or sabotage; strike, lockout, ban, limitation of work or other industrial disturbance; law, rule or regulation of any government or governmental agency, and executive or administrative order or act of general or particular application; fire; lightning; storm or other adverse weather conditions; explosion; power surge or failure; breakdown or unavailability of plant, machinery, equipment, telecommunications, hosting or third party AI Services; shortage of plant, machinery, equipment or material; and any other circumstance or event beyond the reasonable control of the parties which results in a party being unable to observe or perform on time an obligation under this Agreement.
Governmental Agency means any government or any governmental, semi-governmental, administrative, fiscal or judicial body, department, commission, authority, tribunal, agency or entity.
GST means Goods and Services Tax, as defined in the GST Act.
GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth) as amended.
Insolvent means being an insolvent under administration, or insolvent (each as defined in the Corporations Act) or having a controller (as defined in the Corporations Act) appointed, or being in receivership, in receivership and management, in liquidation, in provisional liquidation, under administration, wound up, subject to any arrangement, assignment or composition, protected from creditors under any statute, dissolved (other than to carry out a reconstruction while solvent) or being otherwise unable to pay debts when they fall due, or having something with the same or a similar effect happen under the laws of any jurisdiction.
Intellectual Property means all patents, drawings, discoveries, inventions, improvements, trade secrets, technical data, formulae, computer programs, models, prompts, know-how, logos, designs, circuit layouts, trade marks, domain names, business names, copyright and similar industrial or intellectual property, whether or not now existing, and whether registered or unregistered.
Intellectual Property Rights means all intellectual property rights including all rights in the Intellectual Property, including moral rights (as defined in the Copyright Act 1968 (Cth)), any right to have Confidential Information kept confidential, and any application or right to apply for registration of any of these rights.
Maximum Liability Amount means the aggregate Fees paid by the Customer under the applicable SOW or Order Form.
Sales Order means an Incorporating Document that specifies quantities and fees for software or services.
Project Contract has the meaning given in clause 4.2(2).
Related Body Corporate has the meaning given in the Corporations Act.
Services means the services described in the paragraph headed “Services” in the Statement of Work (which for the avoidance of doubt excludes the Excluded Services).
Statement of Work or SOW means a document headed “Statement of Work” that states it is a Statement of Work for the purposes of this Agreement.
Timetable means the indicative timetable set out in the Statement of Work or as otherwise agreed by the parties.

1.2 Interpretation

Reference in this Agreement to:
1. the singular includes the plural and vice versa;
2. a person includes a body corporate;
3. a party includes the party’s executors, administrators, successors and permitted assigns;
4. a thing includes the whole and each part of it separately;
5. a statute, regulation, code or other law or a provision of any of them includes any amendment or replacement of it and another regulation or other statutory instrument made under it;
6. dollars means Australian dollars unless otherwise stated.
“Including” and similar expressions are not words of limitation.
Where a word or expression is given a particular meaning, other parts of speech and grammatical forms of that word or expression have a corresponding meaning.
Headings and any table of contents are for convenience only and do not form part of this Agreement or affect its interpretation.
A provision of this Agreement must not be construed to the disadvantage of a party merely because that party was responsible for the preparation of this Agreement or the inclusion of the provision.
If an act must be done on a specified day which is not a Business Day, it must be done instead on the next Business Day.
To the extent there is any inconsistency between this Agreement and any Statement of Work, the terms of this Agreement prevail to the extent of the inconsistency, unless the Statement of Work expressly states that a specified provision of the Statement of Work prevails over a specified clause of this Agreement.

1.3 Parties

If a party consists of more than one person, this Agreement binds each of them separately and any two or more of them jointly.
An obligation, representation or warranty in favour of more than one person is for the benefit of them separately and jointly.
A party which is a trustee is bound both personally and in its capacity as trustee.

2. Segmentation

The Customer acknowledges that any arrangement and negotiations to perform the Services have occurred separately and distinctly from any separate arrangement under which the Customer may acquire licences or subscriptions for third party software, platforms or AI Services (whether distributed by Axela or otherwise).
The Customer acknowledges that it has the right to acquire such licences, subscriptions and services without acquiring Deliverables and vice versa, from Axela or any applicable third party provider.
Any third-party software (e.g., monday.com, Microsoft) is resold subject to vendor terms of use, which are accepted through the use of the software.

3. Term

This Agreement commences, as between Axela and a Customer, on the date the Customer executes the first Incorporating Document that incorporates it, and continues until terminated in accordance with clause 18.

4. Statements of Work

4.1 Formation of Statement of Work

The Customer may from time to time request the supply of Services and Deliverables from Axela by notifying Axela of the Customer’s requirements (Customer Request).
On receipt of a Customer Request, Axela will:
1. meet with the Customer on reasonable notice to discuss the Customer’s requirements; and
2. prepare and deliver to the Customer a draft Statement of Work for the Customer’s review.
Axela must ensure that each draft Statement of Work:
1. states that it is a “Statement of Work” for the purposes of this Agreement;
2. is in a form capable of acceptance by the Customer by execution;
3. specifies the Deliverables and Services;
4. specifies the Fees and, if practicable, an estimate of third party expenses payable and the invoicing arrangement; and
5. remains open for acceptance by the Customer for not less than 5 Business Days.
The Customer may (but is not required to) accept the draft Statement of Work by executing it and returning an executed copy to Axela.

4.2 Execution of Statement of Work

Each Statement of Work accepted and executed by the Customer under clause 4.1(4) will be governed by and subject to the terms and conditions of this Agreement but is not binding on either party until signed by both parties.
Upon execution of each SOW by both parties, a binding agreement is formed whereby Axela agrees to supply, and the Customer agrees to acquire, the relevant Deliverables or Services on the terms and conditions of this Agreement and in accordance with the SOW (Project Contract).

5. Axela’s obligations

Axela will:

perform the Services substantially in accordance with the Statement of Work;
perform the Services with due care, skill and judgment, in a proper and workmanlike manner, and substantially in accordance with all applicable laws;
ensure that only suitably qualified and experienced personnel perform the Services; Axela confirms it operates via skilled contractors and warrants all personnel have signed written Non Disclosure Agreements per Client; and
use reasonable endeavours to perform the Services in accordance with the Timetable, but will not be responsible for delays caused by the Customer, third party providers (including AI Services providers) or reasons beyond Axela’s control.

6. Customer’s obligations

The Customer must:
1. provide or give Axela access to all systems, materials, documents, data and information (and in the case of third party sites and systems, procure for Axela timely access, physical and electronic) as reasonably required by Axela to perform the Services;
2. comply with the obligations of the Customer specified in the Statement of Work, including those set out in the paragraph headed “Dependencies”;
3. provide Axela promptly with any information regarding its business, operations or requirements which Axela may reasonably require;
4. ensure that its employees, personnel and any subcontractors co-operate fully with Axela and are qualified to carry out tasks assigned to them relating to a Project Contract;
5. put in place adequate security and virus checking procedures in relation to any computer facilities to which it provides Axela with access;
6. hold, and be responsible for the cost of, all licences and subscriptions for third party software, platforms and AI Services required for the Deliverables, except where a Statement of Work expressly provides otherwise; and
7. comply with any reasonable requests made by Axela in the course of supplying the Deliverables or the Services.
If Axela is required to attend a site for or on behalf of the Customer, the Customer must provide (or in the case of a third party site, procure) a safe and clean working environment and facilities sufficient to enable Axela to meet its obligations.
The Customer warrants that it owns or has a right to use and provide any software, materials, data or information provided to Axela, and that Axela’s use of or access to them in performing the Services (including processing via AI Services) will not breach the Intellectual Property Rights of any third party, any duty of confidence, or any applicable laws, including privacy laws.
The Customer provides explicit consent authorising data processing via overseas AI infrastructure (US/EU) under Australian Privacy Principle (APP) 8. Where the Customer is subject to specific regulatory obligations (such as APRA CPS 230) requiring data residency or heightened oversight, the parties agree to negotiate alternative data processing and hosting arrangements as specified in the applicable Statement of Work.

7. Warranties

7.1 General representations and warranties

Each party represents and warrants to the other that as at the date of this Agreement and the date each Statement of Work becomes binding:

if it is a corporate entity, it is validly existing under the laws of its place of incorporation;
it has the power to enter into and perform its obligations under this Agreement and each Project Contract;
it has taken all necessary action to authorise its entry into and performance of this Agreement and each Project Contract;
its obligations under this Agreement and each Project Contract are valid, binding and enforceable against it in accordance with their terms; and
its execution and performance of this Agreement and each Project Contract did not and will not violate any law or Governmental Agency requirement binding on it, or any document or agreement binding on it or its assets.

7.2 Axela warranties

Subject to clause 7.3, Axela warrants that:

the Deliverables will comply with the Statement of Work in all material respects during the Warranty Period (if any) specified in the Statement of Work; and
it owns or has a right to use any software, materials or information which Axela is required to use in performing or providing the Deliverables and that, to the best of Axela’s knowledge, such use will not breach the Intellectual Property Rights of any third party.

7.3 Exceptions to Axela warranties or liability

For the avoidance of doubt, Axela does not warrant and will not be responsible or assume any liability for any of the following:

anything that cannot be reproduced or otherwise demonstrated;
anything caused by third party software, hardware or AI Services with which a Deliverable interacts and which was not supplied by Axela, unless the interaction is specifically contemplated as part of providing the Deliverables;
anything caused by or associated with modifications, alterations or additions made by the Customer or any third party;
operator errors caused by the Customer or a third party (other than Axela) acting contrary to guidance or instructions from Axela or the relevant provider;
anything caused by failure by the Customer to comply with this Agreement;
anything that does not relate to the Deliverables provided under this Agreement;
anything caused by the Customer’s misuse of the Deliverables or failure to operate them in accordance with applicable specifications, documentation or instructions;
anything caused by hardware, telecommunications or other third party product or service malfunctions, including outages, degradation, deprecation or changes to third party AI Services or their models, APIs or terms; and
anything caused by the Customer’s use of the Deliverables outside the scope of this Agreement or in a manner for which they were not designed.

Model Agility & API Failover: Axela may substitute LLM models or APIs without client approval if third-party providers deprecate or degrade existing models.

7.4 Responsible AI Framework

The Customer acknowledges that Deliverables may incorporate or rely on AI Services and that outputs generated by AI systems are probabilistic in nature and may contain errors, omissions or inaccuracies notwithstanding proper design and configuration.
Axela employs a Responsible AI Framework emphasizing guardrails, benchmarks, and Human-in-the-Loop oversight. Axela will design, configure and test AI-enabled Deliverables with due care and skill. While Axela takes steps to maximize accuracy, given the probabilistic nature of AI services, Axela does not warrant that any individual output of an AI system will be error-free, accurate, or fit for a particular purpose.
The Customer is responsible for: (a) determining the business decisions and processes in which AI outputs are used; (b) maintaining appropriate human review of AI outputs where the outputs inform decisions with legal, financial, safety or similar consequences; and (c) its own compliance with laws, regulations and internal policies applicable to its use of AI.
Nothing in this clause limits the warranties in clause 7.2 as they apply to the design, configuration and implementation work performed by Axela.

8. Changes to Statements of Work

8.1 Change process

Either party may request a change to a Statement of Work under a Project Contract.
A change request must be submitted in writing to the other party, including appropriate details as to the nature of the change.
Each party agrees to respond in a timely manner, in writing, to change requests submitted by the other party.

8.2 Giving effect to changes

No change is binding upon the parties unless the following are agreed in writing signed by the parties:

Axela’s proposal for implementing the change;
the impact, if any, on the Assumptions;
the amount of additional fees and expenses, if any, payable by the Customer to Axela as a result of the change; and
the impact, if any, on the Timetable.

8.3 Effective date of change

Any change will be effective from the date on which the parties execute the document recording the change or such other date specified in that document.

9. Acceptance Testing

9.1 Application of clause

This clause 9 only applies where the parties have agreed Acceptance Testing criteria under the Statement of Work, but not otherwise.

9.2 Acceptance Testing

Within the acceptance testing timeframe specified in the Statement of Work, the acceptance testing party must conduct the Acceptance Tests on the relevant Deliverables. The other party may observe and participate.
On completion of the Acceptance Tests, if the relevant Deliverables conform to the acceptance criteria, the acceptance testing party will notify the other party in writing and the Deliverables will be deemed accepted by the Customer.
If the acceptance testing party is the Customer and the Customer does not notify Axela that it rejects a Deliverable (providing reasons) within five (5) Business Days of Axela submitting the Deliverable for acceptance, or before the end of the acceptance testing timeframe (whichever is longer), the Deliverable will be deemed complete and accepted by the Customer.
If the Deliverables do not satisfy the acceptance criteria, the Customer must promptly notify Axela of the non-conformities in sufficient detail, and Axela must within a reasonable period take such action as it considers appropriate to correct the non-conformities and re-submit the Deliverables for repeat Acceptance Testing.

9.3 Acceptance

Acceptance Testing will be repeated until the Deliverables are accepted as contemplated under clause 9.2.
If the Deliverables do not satisfy the acceptance criteria within 20 Business Days after Acceptance Testing was first conducted, or at Axela’s option after 3 or more rounds of Acceptance Tests, the parties will in good faith endeavour to agree a resolution.
For the purposes of determining whether Deliverables satisfy the acceptance criteria: (a) any trivial defect or non-conformance will be ignored; (b) any of the matters referred to in clause 7.3 will be ignored; and (c) any failure to conform which does not materially and negatively affect the Customer’s intended use of the Deliverables will not be a valid reason for withholding acceptance.

9.4 Acceptance of Deliverables without Acceptance Testing

If the Statement of Work does not specify Acceptance Testing for a Deliverable, that Deliverable or Service will be deemed complete and accepted by the Customer the day after Axela performs or delivers it, unless otherwise specified in the Statement of Work.

10. Fees, Payment and Invoicing

10.1 Fees

The Fees may be adjusted in accordance with the provisions of the Statement of Work if any of the Assumptions change or if the Timetable changes.
The Customer acknowledges that in agreeing to the Fees Axela relied on the Assumptions and proposed Timetable, and the Customer warrants that: (a) it is not aware of any material information not provided to Axela which could reasonably be expected to impact the Assumptions or Timetable; and (b) the Assumptions and Timetable are reasonable in all the circumstances.

10.2 Invoicing

Axela will invoice the Customer at the invoicing intervals specified in the Statement of Work.
Invoices will be issued in Australian dollars.

10.3 Payment

The Customer must pay the Fees no later than fourteen (14) days after the date of Axela’s invoice.
If the Customer fails to pay the Fees on the due date, Axela may in its absolute discretion and without prejudice to any other rights and remedies do one or more of the following:
1. charge the Customer interest at 1.5% per month or the maximum allowed by law (whichever is lower);
2. require the Customer to pay on demand all collection costs, including legal costs, incurred by Axela in collecting the outstanding amount; or
3. cease or suspend supplying the Deliverables or the Services until the outstanding amounts have been paid.
To the extent permitted by law, Axela reserves the right to adjust the terms of payment should the Customer’s financial condition materially change.
If the Customer disputes in good faith the whole or any portion of an invoice, the Customer must, no later than 7 days after receipt of the invoice, notify Axela in writing explaining why. The Customer must pay the amount not in dispute, and may withhold the disputed amount until the dispute is resolved only if the Customer complies with this clause, is not otherwise in breach of this Agreement, and continues to act in good faith. In all other circumstances the Customer is deemed to have withdrawn its objection.
Axela will accept payment via electronic funds transfer (EFT) to the bank account nominated by Axela. The Customer is responsible for any bank fees relating to the transfer.

10.4 Expenses

The Customer must reimburse Axela for all out-of-pocket expenses, including travel, accommodation, third party administration and material costs incurred in providing the Deliverables or Services, where those expenses are approved by the Customer in advance or specified in the Statement of Work.

11. GST

11.1 Definitions

In this clause, words or expressions with a particular meaning in the GST law have the same meaning; references to GST payable by a party include GST payable by the representative member of that party’s GST group; references to input tax credit entitlements are read correspondingly; and if the GST law treats part of a supply as a separate supply, that part is treated as a separate supply.

11.2 GST and supplies

Unless GST is expressly included, consideration payable under this Agreement does not include GST.
To the extent that any supply made under or in connection with this Agreement is a taxable supply, the GST-exclusive consideration is increased by the amount of any GST payable, payable at the same time and in the same manner as the GST-exclusive consideration.
A party’s right to payment under clause 11.2(2) is subject to a valid tax invoice being delivered.
To the extent a party must reimburse or indemnify another party, the relevant loss, cost or expense excludes any amount of GST for which that other party can claim an input tax credit.

12. Confidentiality

12.1 Acknowledgement

Each party acknowledges that in the course of their association with each other they will have access to Confidential Information.

12.2 Obligation

Each party will, and will procure that their respective employees and contractors:

treat all Confidential Information as confidential and not make public or disclose it to any other person without the prior written consent of the other party, except where required by law or to a party’s professional advisers and insurers;
take reasonable steps to prevent third parties from gaining access to Confidential Information; and
immediately return or destroy all of the other party’s Confidential Information (including all copies) upon request.

12.3 Data handling and AI Services

Axela will only access and use Customer Data as reasonably necessary to perform the Services and as instructed by the Customer.
The Customer acknowledges that the performance of the Services and the operation of Deliverables may involve Customer Data being processed by third party AI Services and cloud platforms nominated in the Statement of Work or otherwise approved by the Customer. The Customer authorises such processing.
Axela will use commercially reasonable endeavours to configure AI Services so that Customer Data is not used by the AI Services provider to train its generally available models, where the provider offers such a configuration.
Axela must not use Customer Data to train, fine-tune or improve any product or service for any other Axela customer without the Customer’s prior written consent. Axela may use learnings, know-how and generalised insights that do not identify the Customer or incorporate Customer Data or Customer Confidential Information.
AI Service Usage Costs. Axela is not responsible for any costs incurred from third-party AI Services, including but not limited to token usage, compute fees, or API consumption charges. The Customer acknowledges that such usage-based costs are variable, determined by the third-party provider, and remain the Customer’s sole responsibility.
As between the parties, the Customer owns all Customer Data.

13. Intellectual Property

13.1 Existing Intellectual Property and Developed IP

The Intellectual Property Rights owned or controlled under licence by each party before the date of this Agreement remain the property of that party (Existing IP) and nothing in this Agreement transfers a party’s Existing IP to the other party.
Subject to clause 13.2, the Customer acknowledges and agrees that the Intellectual Property Rights in any ideas, concepts, techniques, methodologies, frameworks or materials (including software, code, data structures, text, graphics, or other works) developed by or for Axela in the course of producing or performing a Deliverable or supplying the Services remain the property of Axela (Developed IP).
Subject to clause 13.2, any restrictions in the Statement of Work, and payment by the Customer of all Fees payable under this Agreement (including clearance of Axela’s final invoice), Axela grants to the Customer a non-exclusive, royalty-free, perpetual and non-transferable licence to use the Developed IP to the extent incorporated in a Deliverable and necessary to obtain the benefit of the Services and use the Deliverables.

13.2 Customer Intellectual Property

Subject to Axela’s ownership of its Existing IP and rights in all other Developed IP, upon payment by the Customer of Axela’s final invoice and clearance of all payments, ownership of all other Intellectual Property Rights in a Deliverable developed specifically for the Customer will vest in the Customer.
To avoid doubt, that licence does not apply to any of the Customer’s Confidential Information or Customer Data.

13.3 Third parties

Third party Intellectual Property Rights (including in third party software, platforms, models and AI Services) remain the property of the relevant third party, and the Customer’s use of them is governed by the relevant third party terms.

13.4 AI Assets

Unless the Statement of Work expressly provides otherwise, AI Assets developed in the course of the Services are Developed IP, licensed to the Customer under clause 13.1(3) to the extent incorporated in a Deliverable. Axela may re-use generalised patterns, techniques and frameworks embodied in AI Assets for other customers, provided it does not disclose or re-use the Customer’s Confidential Information or Customer Data.

14. Non-Solicitation

During the term of this Agreement and for 12 months after its expiry or termination (or the date on which the Deliverables have been performed, whichever occurs first), neither party may solicit or endeavour to entice away from the other party any employee of the other party, or any contractor engaged by that other party, without the prior written consent of the other party. The Customer must not directly hire Axela contractors for 12 months following the engagement.

15. Limitation of Liability

15.1 Limited warranties

The only conditions, guarantees and warranties binding on Axela in respect of the Deliverables or Services are those imposed and required to be binding by statute (including the Competition and Consumer Act 2010 (Cth)) and those (if any) expressly set out in this Agreement.
To the extent permitted by law, all other warranties, conditions or guarantees, whether express, implied, statutory or otherwise, are excluded.

15.2 Limited liability

Certain legislation, including the Competition and Consumer Act 2010 (Cth), may imply warranties, guarantees or conditions or impose obligations on Axela which cannot be excluded, restricted or modified, or only to a limited extent. This Agreement must be read subject to those statutory provisions.
If those statutory provisions apply, to the extent permitted by law, Axela’s liability for breach of any such warranty, guarantee or condition is limited, at Axela’s option: (a) in the case of goods, to the replacement of the goods, the supply of equivalent goods, or the payment of the cost of replacing the goods; and (b) in the case of services, to supplying the services again or paying the cost of having the services supplied again.
The Customer does not rely on any representation, warranty, guarantee or other provision made by or on behalf of Axela which is not expressly stated in this Agreement or a Statement of Work.
Any claims for loss or damage by the Customer against Axela must be made within two (2) years after the occurrence of the event giving rise to the loss or damage.
Each party must use reasonable efforts to mitigate any potential damages or other adverse consequences arising from or related to the Services.

15.3 Consequential loss

Under no circumstances will Axela be liable to the Customer on account of any claim (whether based in contract, negligence or other tort, breach of statutory duty or otherwise) for any special, consequential, indirect, incidental or exemplary damages, or for any loss of profits, revenue, interest, goodwill, loss or corruption of data or for any loss of or interruption to the Customer’s business, or for any damages or sums paid by the Customer to third parties, even if Axela has been advised of the possibility of such damages.

15.4 Maximum liability

Without prejudice to any other provision of this Agreement limiting Axela’s liability, Axela’s total aggregate liability of any kind whatsoever under or in connection with this Agreement, including the Deliverables, will not exceed the Maximum Liability Amount.

16. Indemnity

Subject to clause 15, each party (Indemnifier) indemnifies the other party (Protected Party) against all losses, liabilities and reasonable legal costs and other expenses incurred by the Protected Party in connection with a demand, action, arbitration or other proceeding, arising directly as a result of or in connection with a breach by the Indemnifier of its obligations under this Agreement.

17. Insurance

Axela will maintain the following insurance during the term of this Agreement for so long as it is providing Deliverables:

professional indemnity insurance;
public and product liability insurance; and
to the extent required by law, workers compensation insurance.

18. Termination

18.1 Breach

Without limiting a party’s termination rights under any other provision of this Agreement, either party may terminate this Agreement or a Project Contract immediately by written notice if the other party breaches any provision of this Agreement or a Project Contract and the breach has not been remedied within 20 Business Days after written notice requiring it to be remedied.

18.2 Insolvency

Either party may terminate this Agreement or a Project Contract immediately by written notice if the other party: (1) fails to make a payment by the specified due date; (2) becomes, threatens or resolves to become Insolvent; or (3) ceases or threatens to cease conducting its business in the normal manner.

18.3 Termination for convenience

Either party may terminate this Agreement or any Project Contract by providing 60 days’ written notice to the other party, without liability to pay any termination fee, subject to clauses 19.1 and 19.3.

19. Consequence of Termination

19.1 Payments on termination

Upon termination of this Agreement or any Project Contract:

under clause 18.1 following breach by Axela, under clause 18.2 due to the Insolvency of Axela, or upon termination by Axela under clause 18.3, the Customer must pay Axela any outstanding amounts (billed or accrued) payable as at the date of termination; and
for any other reason, the Customer must pay Axela: (a) any outstanding amounts (billed or accrued) payable as at the date of termination.

19.2 Return of information on termination

Upon termination, each party must return or destroy, at the other party’s option, all documentation and information relating to the other party’s business (in whatever form, including all copies) in that party’s possession or control.
Such information includes any Confidential Information, Customer Data and any records relating to a party’s Intellectual Property.

19.3 Effect of termination

Termination will not prejudice any rights or claims that either party may have accrued against the other up to the date of termination.

20. General

20.1 Notices

A notice or other communication connected with this Agreement has no legal effect unless it is in writing.
In addition to any other method of service provided by law, a notice may be sent by email to the email address of the addressee’s representative set out in this Agreement or a Statement of Work (or subsequently notified), sent by prepaid post to the address of the addressee, or delivered at the address of the addressee.
A notice is treated as given and received: (a) if sent by email before 5pm on a Business Day at the place of receipt, on the day it is sent (provided no bounce or delivery failure is received) and otherwise on the next Business Day; (b) if sent by post, on the 3rd Business Day after posting; and (c) if delivered before 5pm on a Business Day, upon delivery, and otherwise on the next Business Day.

20.2 Entire understanding

This Agreement is the entire agreement and understanding between the parties on everything connected with its subject matter and supersedes any prior negotiation, arrangement, understanding or agreement with respect to that subject matter.

20.3 Nature of engagement

Axela is engaged by the Customer as an independent contractor.
Nothing in this Agreement creates a relationship of employer and employee, principal and agent, partnership or joint venture.

20.4 Variation

An amendment or variation to this Agreement is not effective unless it is in writing and signed by the parties.

20.5 Assignment and subcontracting

Except to a Related Body Corporate, neither party may assign or otherwise transfer its rights under this Agreement without the prior written consent of the other party.
Axela may subcontract or delegate the performance of all or part of the Services or the supply of the Deliverables to subcontractors and delivery partners. Axela will not be relieved of any of its liabilities or obligations under this Agreement by subcontracting.

20.6 Precedence

If there is any inconsistency between the terms of a Statement of Work and this Agreement, the terms of this Agreement prevail to the extent of the inconsistency.

20.7 Severance

Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction is ineffective in that jurisdiction to the extent of the prohibition or unenforceability, but does not invalidate the remaining provisions or affect the validity or enforceability of that provision in any other jurisdiction.

20.8 Execution by counterparts

This Agreement may be executed in any number of counterparts. Each counterpart is an original but the counterparts together are one and the same agreement. Execution by electronic signature is permitted.

20.9 No waiver

A party’s failure or delay to exercise a power or right does not operate as a waiver of that power or right. A waiver is not effective unless in writing, and is effective only in respect of the specific instance and purpose for which it is given.

20.10 Governing law

This Agreement is governed by the laws of Victoria, Australia.
The parties submit to the non-exclusive jurisdiction of the courts of Victoria.

20.11 Dispute resolution

If there is a dispute, the parties will work together in good faith first to resolve the matter internally by escalating it to higher levels of management, and then, if necessary, use a mutually agreed alternative dispute resolution technique prior to resorting to litigation.

21. Privacy

Each party must comply with its obligations (if any) under the Privacy Act 1988 (Cth), including the Australian Privacy Principles, as they apply to that party in connection with this Agreement. Each party must promptly notify the other of any actual or suspected eligible data breach involving the other party’s personal information.

22. Force Majeure

A party will not be liable for any delay or failure to perform its obligations under this Agreement (other than to pay money) if such delay is due to Force Majeure.
If a delay or failure of a party to perform its obligations (other than to pay money) is caused or anticipated due to Force Majeure, the performance of that party’s obligations (other than payment) will be suspended while the Force Majeure continues.

23. Version History

Version	Effective date	Notes
1.0	26 July 2026	Initial publication.
1.1	26 July 2026	Sales Order and Software Resale Order terminology; revised liability cap; third-party software resale, contractor NDA, overseas AI data processing (APP 8), model substitution, Responsible AI Framework and AI usage cost clauses; grant-back licence removed; contractor non-hire; termination notice reduced to 60 days.

For questions about this Agreement, contact contact@axela.com.au.