Next Seven Again Pty Ltd ACN xxx xxx xxx · Level [00], [Address]
[Suburb] [STATE] [Postcode]
Earth Intelligence – Generational Impact

Master Services Agreement

The base terms under which Nxt7a provides its earth intelligence platform and professional services to the Client. Individual engagements sit under this Agreement as Statements of Work.

Background. Nxt7a operates an earth intelligence platform for biodiversity disclosure, geospatial analytics, and sustainability reporting. The Client wishes to engage Nxt7a to provide access to that platform and related professional services from time to time. This Agreement sets out the framework terms. Each specific engagement is described in a Statement of Work signed by both parties.

1 · Definitions And Interpretation

1. Defined Terms

   In this Agreement, capitalised terms have the meanings given below or where first used:

   Agreement

   This Master Services Agreement together with each executed Statement of Work and any Schedules.

   Client Data

   Data, content, and materials provided by or on behalf of the Client to Nxt7a, or generated by the Client in the Platform.

   Confidential Information

   Non-public information disclosed by a party that is marked confidential or that a reasonable person would treat as confidential.

   Deliverables

   Reports, datasets, models, or other outputs identified as deliverables in a Statement of Work.

   Fees

   Charges payable by the Client as set out in a Statement of Work.

   Intellectual Property

   All rights in patents, copyright, registered and unregistered designs, trade marks, know-how, and similar rights anywhere in the world.

   Platform

   The Nxt7a earth intelligence software-as-a-service platform, including any APIs, dashboards, and underlying datasets.

   Services

   The professional services and Platform access provided by Nxt7a under a Statement of Work.

   Statement Of Work / SOW

   A document signed by both parties describing a specific engagement under this Agreement.

2. Interpretation

   Headings are for convenience and do not affect interpretation. Singular includes plural and vice versa. A reference to a statute includes that statute as amended. If there is any inconsistency between this Agreement and a SOW, this Agreement prevails unless the SOW expressly states otherwise and identifies the inconsistent clause.

2 · Engagement And Statements Of Work

1. Framework

   This Agreement is a framework agreement. It does not by itself oblige either party to procure or perform any Services. Each engagement is created by signing a Statement of Work that references this Agreement.

2. SOW Contents

   Each SOW will describe: the scope of Services and Deliverables, the term and key dates, acceptance criteria (if any), Fees and payment milestones, named project personnel, and any SOW-specific assumptions or dependencies.

3. Change Control

   A change to a SOW takes effect when both parties sign a written change order describing the change, its impact on Fees and timing, and any other affected terms. Until then, the parties continue under the existing SOW.

3 · Provision Of Services

1. Performance Standard

   Nxt7a will perform the Services with due care, skill, and diligence, in accordance with the SOW and applicable professional standards. Time is not of the essence unless a SOW expressly states otherwise.

2. Platform Access

   Subject to payment of Fees, Nxt7a grants the Client a non-exclusive, non-transferable right to access and use the Platform for its internal business purposes during the term of the relevant SOW. The Client must not resell, sublicense, or expose the Platform to any third party except as permitted in a SOW.

3. Client Obligations

   The Client will: (a) provide Client Data, access, and personnel reasonably necessary for the Services; (b) ensure the accuracy and lawfulness of Client Data; (c) keep account credentials secure; and (d) comply with Nxt7a's reasonable acceptable-use guidelines for the Platform.

4 · Fees And Payment

1. Fees

   The Client will pay the Fees specified in each SOW. Fees exclude GST, which the Client will pay in addition on receipt of a valid tax invoice.

2. Invoicing And Payment Terms

   Nxt7a will invoice in accordance with the SOW. Unless a SOW states otherwise, payment is due within thirty (30) days of the invoice date. Disputed amounts may be withheld pending good-faith resolution, but undisputed amounts must be paid by the due date.

3. Late Payment

   Nxt7a may charge interest on undisputed amounts overdue by more than fourteen (14) days at the Reserve Bank of Australia cash rate plus 4% per annum, calculated daily and capitalised monthly. Nxt7a may also suspend Services on seven (7) days' written notice if an undisputed invoice is overdue by more than thirty (30) days.

4. Expenses

   Nxt7a may recover reasonable, pre-approved travel and out-of-pocket expenses, supported by receipts.

5 · Intellectual Property

1. Nxt7a IP

   As between the parties, Nxt7a owns all Intellectual Property in the Platform, its underlying datasets, methods, models, and any general-purpose tools or know-how used to provide the Services, including improvements made during this Agreement (Nxt7a IP).

2. Deliverables

   On payment of the relevant Fees in full, Nxt7a grants the Client a perpetual, worldwide, non-exclusive, royalty-free licence to use the Deliverables for the Client's internal business purposes, including for regulatory disclosure. Where a SOW expressly assigns specific Deliverables, that assignment takes effect on payment and excludes any embedded Nxt7a IP, which remains licensed.

3. Client Data

   As between the parties, the Client owns all Intellectual Property in Client Data. The Client grants Nxt7a a non-exclusive, royalty-free licence to use Client Data to provide the Services and to produce aggregated, de-identified analytics for internal product improvement.

4. Third-Party Materials

   Some Deliverables may incorporate third-party materials (for example Landsat / USGS-NASA imagery). Those materials remain owned by the relevant third party and are licensed to the Client on the third party's terms. Nxt7a will identify any such materials and any required attributions in the relevant SOW or Deliverable.

6 · Confidentiality, Privacy & Data Protection

1. Confidentiality Obligations

   Each party will: (a) keep the other party's Confidential Information confidential; (b) use it only to perform this Agreement; and (c) protect it using at least the same standard of care it applies to its own Confidential Information, and in any event no less than a reasonable standard.

2. Exceptions

   The obligation in clause 6.1 does not apply to information that is or becomes public other than through breach, was already known to the recipient without confidentiality obligations, is independently developed by the recipient, or is required to be disclosed by law (in which case the recipient will give prompt written notice where lawful).

3. Privacy

   Each party will comply with the Privacy Act 1988 (Cth) and the Australian Privacy Principles in respect of any personal information handled under this Agreement. The Client warrants that it has the authority to provide any personal information it discloses to Nxt7a and that doing so does not breach any law.

4. Data Security

   Nxt7a will maintain administrative, physical, and technical safeguards designed to protect Client Data against unauthorised access, loss, or disclosure, consistent with good industry practice. Nxt7a will notify the Client without undue delay (and in any event within seventy-two (72) hours of becoming aware) of any eligible data breach affecting Client Data.

7 · Warranties And Disclaimers

1. Mutual Warranties

   Each party warrants that it has the corporate authority to enter into this Agreement and that doing so does not breach any other contract or law binding it.

2. Nxt7a Warranties

   Nxt7a warrants that the Services will be performed with reasonable care and skill, and that the Platform will materially conform to its then-current documentation. If the Services do not meet this warranty, Nxt7a will re-perform the deficient Services at no additional cost, as the Client's sole remedy for breach of this clause.

3. Data & Forecasts

   The Client acknowledges that biodiversity and environmental data are inherently uncertain. Nxt7a does not warrant that any forecast, score, or assessment is accurate or fit for any particular regulatory purpose. The Client is responsible for the decisions it takes based on the Deliverables.

4. Australian Consumer Law

   Nothing in this Agreement excludes, restricts, or modifies any right or remedy under the Australian Consumer Law or other law that cannot lawfully be excluded. Where a right cannot be excluded but can be limited, Nxt7a's liability is limited (at its option) to re-supplying the Services or paying the cost of having them re-supplied.

8 · Liability

1. Excluded Losses

   To the extent permitted by law, neither party is liable to the other for any indirect, consequential, special, punitive, or exemplary loss, or any loss of profit, revenue, anticipated savings, opportunity, business reputation, goodwill, or data, even if advised of the possibility of such loss.

2. Cap

   To the extent permitted by law, each party's total aggregate liability arising out of or in connection with this Agreement (whether in contract, tort including negligence, statute, or otherwise) is capped at the Fees actually paid by the Client to Nxt7a under the SOW giving rise to the claim in the twelve (12) months immediately before the event giving rise to the claim.

3. Carve-outs

   The exclusions and cap in clauses 8.1 and 8.2 do not apply to: (a) a party's breach of clause 6 (Confidentiality); (b) a party's indemnity obligations under clause 9; (c) liability for death or personal injury caused by negligence; or (d) fraud or wilful misconduct.

9 · Indemnities

1. Nxt7a IP Indemnity

   Nxt7a will defend and indemnify the Client against any third-party claim that the Platform, as supplied by Nxt7a, infringes the Intellectual Property rights of that third party in Australia, provided the Client promptly notifies Nxt7a, gives Nxt7a sole control of the defence, and cooperates reasonably. Nxt7a may, at its option, modify the Platform to make it non-infringing, procure rights for continued use, or refund unused prepaid Fees and terminate.

2. Client Indemnity

   The Client will defend and indemnify Nxt7a against any third-party claim arising from: (a) Client Data infringing a third party's rights or breaching a law; or (b) the Client's use of the Deliverables for a purpose outside the scope contemplated by the SOW.

10 · Term And Termination

1. Term

   This Agreement commences on the date last signed by the parties and continues until terminated under this clause. Each SOW has its own term as stated in that SOW.

2. Termination For Convenience

   Either party may terminate this Agreement for convenience on sixty (60) days' written notice, provided that any SOW then in force continues on its terms unless that SOW is also terminated.

3. Termination For Cause

   Either party may terminate this Agreement or any SOW immediately by written notice if the other party: (a) commits a material breach not remedied within thirty (30) days of written notice; or (b) becomes insolvent, has a controller, administrator, or liquidator appointed, or is otherwise unable to pay its debts as they fall due.

4. Effect Of Termination

   On termination: (a) the Client will pay Nxt7a for Services performed and expenses incurred up to the termination date; (b) each party will return or destroy the other's Confidential Information on request; (c) accrued rights and clauses intended to survive (including clauses 5, 6, 7.3, 8, 9, and 11) survive termination.

11 · Insurance

1. Required Cover

   Nxt7a will maintain, with reputable insurers, professional indemnity insurance of at least AUD 5,000,000 per claim, public liability insurance of at least AUD 10,000,000 per occurrence, and cyber liability insurance of at least AUD 2,000,000 per claim. Nxt7a will provide a current certificate of currency on reasonable request.

12 · General

1. Assignment

   Neither party may assign or novate this Agreement without the other party's prior written consent (not to be unreasonably withheld), except that either party may assign to a related body corporate or in connection with a sale of substantially all of its business.

2. Force Majeure

   Neither party is liable for any failure or delay caused by an event beyond its reasonable control, provided it notifies the other promptly and uses reasonable efforts to mitigate. If a force majeure event continues for more than sixty (60) days, either party may terminate the affected SOW on written notice.

3. Notices

   Notices must be in writing and sent to the addresses or email addresses set out in the signature block (or as updated by written notice). Notices are deemed received on delivery (if by hand), the next business day (if by email before 5pm local time), or three (3) business days after posting (if by post).

4. Subcontracting

   Nxt7a may subcontract its obligations on the condition that Nxt7a remains responsible for the acts and omissions of its subcontractors as if they were its own.

5. Independent Contractors

   The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

6. Entire Agreement

   This Agreement, together with each SOW, is the entire agreement between the parties on its subject matter and supersedes all prior discussions, representations, and agreements.

7. Variation & Waiver

   A variation must be in writing and signed by both parties. A waiver is effective only if given in writing and is not a waiver of any other breach.

8. Severability

   If any provision is held invalid or unenforceable, it is severed to the minimum extent necessary and the remainder continues in force.

9. Governing Law And Jurisdiction

   This Agreement is governed by the laws of New South Wales, Australia. The parties submit to the exclusive jurisdiction of the courts of that State and courts competent to hear appeals from them.

10. Dispute Resolution

    Before commencing proceedings (other than for urgent interlocutory relief), the parties will: (a) escalate the dispute to senior representatives for good-faith discussion for ten (10) business days; and (b) if unresolved, refer the dispute to mediation administered by the Resolution Institute under its Mediation Rules.

Executed As An Agreement