Master Services Agreement

1. Definitions and Interpretation

1.1 Definitions

In this Agreement, unless the context otherwise requires:

• "Agreement" means this Master Services Agreement together with all Schedules and Incorporated Documents.
• "Body Corporate" means the body corporate established under the BCCM Act for the CMS, being the Subscriber named in Schedule A.
• "BCCM Act" means the Body Corporate and Community Management Act 1997 (Qld) and any subordinate legislation made under it.
• "CMS" means the Community Titles Scheme registered under the BCCM Act as identified in Schedule A.
• "Commencement Date" means the date the System is activated for live use by the Subscriber, as recorded in Schedule A.
• "Confidential Information" means all non-public information disclosed by one party to the other, whether oral, written, or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.
• "Data Export" means the structured export of Subscriber Data generated by the Provider upon termination, as described in Schedule C.
• "Effective Date" means the date of execution of Schedule A by both parties.
• "EULA" means the End User License Agreement governing the use of the System by individual Users, as amended from time to time and available at /legal/eula.html.
• "Fee" means the Onboarding Fee and/or the Subscription Fee, as the context requires.
• "Force Majeure Event" means any event beyond a party's reasonable control, including natural disasters, acts of government, pandemic, cyberattack by a third party, or failure of internet or telecommunications infrastructure not within the party's reasonable control.
• "Go-Live Date" means the date the System becomes accessible to Users, as recorded in Schedule A.
• "GST" has the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
• "Initial Term" means the period specified in Schedule A commencing on the Commencement Date.
• "Incorporated Documents" means the EULA, the Privacy Policy, and any other documents expressly incorporated into this Agreement.
• "Lot" means a distinct, individually owned piece of freehold land within the CMS as identified in the scheme's survey plan, including apartments, townhouses, villas, and vacant land, as defined under the BCCM Act.
• "Notifiable Data Breach" has the meaning given in the Privacy Act 1988 (Cth).
• "Onboarding Fee" means the one-time fee payable for initial data upload, system configuration, and account setup, as specified in Schedule A.
• "Personal Information" has the meaning given in the Privacy Act 1988 (Cth).
• "Plan" means the subscription tier applicable to the Subscriber as specified in Schedule A, which determines the features available through the System.
• "Privacy Policy" means the privacy policy governing the handling of personal information within the System, available at /legal/privacy-policy.html, as amended from time to time.
• "Provider" means [Provider Legal Name] ABN [ABN], trading as Strata Help Desk.
• "Roll" means the register of lot owners and occupants required to be maintained by the Body Corporate under the BCCM Act.
• "Schedule" means a schedule to this Agreement, forming part of it.
• "SLA" means the service level agreement set out in Schedule B.
• "Subscriber" means the Body Corporate identified in Schedule A.
• "Subscriber Data" means all data, records, files, and information uploaded to, generated by, or stored within the System by or on behalf of the Subscriber, including personal information of Users.
• "Subscription Fee" means the recurring fee payable for access to the System, calculated as described in clause 3.2.
• "System" means the Strata Help Desk digital building management platform, including all software, interfaces, templates, and associated services provided by the Provider under this Agreement.
• "Total Lot Count" means the total number of Lots within the CMS at the Effective Date, as specified in Schedule A. This figure is fixed for billing purposes at the Effective Date and does not change during the term of this Agreement absent written agreement of the parties.
• "User" means any person authorised by the Subscriber to access the System, including lot owners, residents, committee members, building managers, security personnel, and contractors.

1.2 Interpretation

• References to legislation include all amendments, re-enactments, and subordinate instruments.
• The singular includes the plural and vice versa.
• Where a conflict exists between this Agreement body and a Schedule, the Schedule prevails to the extent of the conflict unless the Schedule expressly states otherwise.
• Where a conflict exists between this Agreement and an Incorporated Document, this Agreement prevails.
• Headings are for convenience only and do not affect interpretation.

2. Subscription and License

2.1 Grant of License

Subject to the Subscriber's payment of all Fees and compliance with this Agreement, the Provider grants the Subscriber a limited, non-exclusive, non-transferable, revocable license to access and use the System during the term of this Agreement solely for the management and administration of the CMS.

2.2 Plan Features

The System features available to the Subscriber are determined by the Plan specified in Schedule A. The Provider may offer upgraded Plans from time to time. Plan changes require written agreement of both parties and take effect from the next billing cycle.

2.3 Authorised Use

The Subscriber may permit Users to access the System in accordance with the EULA. The Subscriber is responsible for:

• Ensuring all Users are made aware of and agree to the EULA before accessing the System;
• Managing User access and promptly revoking access when a User's authorisation ends;
• All acts and omissions of its Users as if they were the Subscriber's own acts and omissions.

2.4 Restrictions

The Subscriber must not, and must ensure Users do not:

• Sublicense, resell, or otherwise transfer rights in the System to any third party;
• Reverse engineer, decompile, disassemble, or attempt to derive source code from the System;
• Copy, reproduce, or replicate System functionality for the purpose of creating a competing product;
• Remove or alter any proprietary notices, trademarks, or watermarks;
• Use the System for any unlawful purpose or in a manner that violates the BCCM Act or any other applicable law;
• Circumvent or disable any security or access control mechanism within the System.

2.5 Access Method

Access to the System is provided exclusively through the secure two-factor authentication method specified in the EULA. The Provider does not issue separate credentials or API keys under this Agreement unless expressly agreed in a Schedule.

3. Fees, Payment and Billing

3.1 Onboarding Fee

The Subscriber must pay the Onboarding Fee specified in Schedule A prior to the Provider commencing onboarding services. The Onboarding Fee is:

• Non-refundable under any circumstances, including early termination of this Agreement;
• Inclusive of one (1) standard bulk data upload and system configuration as described in clause 4;
• Exclusive of GST, which will be added to the invoice at the applicable rate.

3.2 Subscription Fee

The Subscription Fee is a recurring charge calculated as follows:

The Total Lot Count is fixed at the figure specified in Schedule A as at the Effective Date. This figure reflects the registered Lot count of the CMS at the Effective Date and does not fluctuate based on occupancy, vacancy, or mid-term changes to the scheme, except as provided in clause 3.3.

3.3 Lot Count Adjustments

The Total Lot Count may only be adjusted by written agreement of both parties if:

• A government authority formally amends the registered Lot count of the CMS; or
• A court order or BCCM Act adjudication permanently alters the scheme boundaries.

Any adjustment takes effect from the first billing cycle following the date of the written agreement. The Provider reserves the right to verify changes against the Queensland Land Registry before agreeing to a reduction.

3.4 Billing and Payment Terms

• Invoices are issued monthly in advance on the date specified in Schedule A.
• Payment is due within 14 days of the invoice date.
• All amounts are in Australian dollars and exclusive of GST.
• The Provider will issue a valid tax invoice compliant with the GST Act for all taxable supplies.
• Payment must be made by the method specified in Schedule A.

3.5 Late Payment

• Amounts not paid within 14 days of the invoice date will accrue interest at 1.5% per calendar month (or part thereof), calculated daily from the due date until the date of payment.
• The Provider may, after providing 7 days written notice, suspend the Subscriber's access to the System in accordance with clause 10 until all outstanding amounts are paid in full.
• The Provider's right to charge interest does not limit any other remedy available at law or under this Agreement.

3.6 Disputed Invoices

If the Subscriber disputes an invoice in good faith, it must:

1. Notify the Provider in writing within 7 days of receipt of the invoice, specifying the amounts disputed and the reasons;
2. Pay the undisputed portion of the invoice by the due date;
3. Engage in good faith negotiation to resolve the dispute within 14 days of notification.

Interest does not accrue on disputed amounts during the resolution period, provided the Subscriber has complied with this clause.

3.7 GST

• All Fees are exclusive of GST. Where GST is payable on a supply made under this Agreement, the recipient must pay the supplier an additional amount equal to the GST payable.
• If the rate of GST changes after the Effective Date, the Fees will be adjusted to reflect the new rate from the date the change takes effect.

3.8 Price Escalation

The Provider may increase the Subscription Fee once per calendar year by notifying the Subscriber in writing at least 60 days before the increase takes effect. Any increase will not exceed the greater of:

• Five percent (5%); or
• The percentage change in the Consumer Price Index (All Groups, Weighted Average of Eight Capital Cities) published by the Australian Bureau of Statistics for the most recent 12-month period.

Price increases take effect at the commencement of the next renewal term following the 60-day notice period. If the Subscriber objects to a price increase, it may terminate this Agreement with 30 days written notice within 30 days of receiving the price increase notice, without penalty.

3.9 Taxes and Withholding

Each party is responsible for its own income taxes and statutory charges. If any withholding tax applies to payments under this Agreement, the Subscriber must gross up the payment so that the Provider receives the full amount after withholding.

4. Onboarding Services

4.1 Standard Onboarding Scope

The Onboarding Fee covers the following standard services:

• One (1) bulk upload of the Roll (owner and occupant data) provided by the Subscriber in the required format;
• System configuration including building profile, module activation per the applicable Plan, and user role setup;
• Initial test access and verification that the System is operational;
• Provision of a go-live confirmation and onboarding documentation.

Services beyond this standard scope are subject to Additional Professional Services fees under Schedule D.

4.2 Subscriber's Data Obligations

The Subscriber is responsible for:

• Providing the Roll in a format compatible with the System's import requirements (as notified by the Provider);
• Ensuring the Roll contains, at minimum: lot number, owner first name, owner last name, owner email address, and owner mobile phone number for each lot — these fields are required for the two-factor authentication system to function;
• The accuracy, completeness, and currency of all data provided for upload;
• Obtaining all necessary consents under the Privacy Act 1988 (Cth) and BCCM Act for the collection and upload of personal information.

4.3 Data Cleanliness

If the Roll provided by the Subscriber is materially incomplete, formatted incorrectly, or requires manual remediation beyond the standard import process, the Provider will:

1. Notify the Subscriber in writing, specifying the issues identified;
2. Provide the Subscriber the opportunity to correct and resubmit the data within 5 business days;
3. If manual remediation is required beyond the standard scope, charge for Additional Professional Services at the rate specified in Schedule D.

Delays to the Go-Live Date caused by the Subscriber's failure to provide compliant data are not the responsibility of the Provider and do not entitle the Subscriber to any credit or refund of the Onboarding Fee.

4.4 Onboarding Timeline

The Provider will use reasonable endeavours to complete onboarding and achieve the Go-Live Date specified in Schedule A, subject to timely receipt of compliant data from the Subscriber. The Provider does not guarantee any specific Go-Live Date where the Subscriber has not met its data obligations.

5. Data Ownership and Management

5.1 Subscriber Owns Subscriber Data

As between the parties, the Subscriber retains all right, title, and interest in and to Subscriber Data. Nothing in this Agreement transfers ownership of Subscriber Data to the Provider.

5.2 Provider's License to Process

The Subscriber grants the Provider a limited, non-exclusive, royalty-free license to access, store, process, and transmit Subscriber Data solely to the extent necessary to:

• Provide and maintain the System and its features;
• Perform onboarding, support, and maintenance services;
• Maintain system backups and disaster recovery capability;
• Comply with applicable law or any lawful order of a court or regulator.

5.3 Restrictions on Provider's Use of Data

The Provider must not:

• Use Subscriber Data for any purpose other than providing the System and services under this Agreement;
• Share Subscriber Data with any third party except as permitted under clause 7 (Subprocessors) or required by law;
• Mine, aggregate, or analyse Subscriber Data for the purpose of developing competing products;
• Sell, rent, or otherwise commercialise Subscriber Data.

The Provider may generate and use anonymised, aggregated, de-identified statistics derived from system-wide usage patterns (not individual Subscriber Data) for product development and improvement purposes.

5.4 Data Accuracy

The Subscriber is responsible for the accuracy, currency, and completeness of all Subscriber Data. The Provider is not liable for any errors, omissions, or consequences arising from inaccurate or incomplete Subscriber Data.

5.5 Billing Records

The System maintains usage event records that form the basis for billing calculations under clause 3. These records are maintained in the Provider's billing ledger. In the event of a billing dispute, the Provider's usage records constitute prima facie evidence of the quantities used, subject to clause 3.6.

6. Privacy and Data Protection

6.1 Roles Under Privacy Law

For the purposes of the Privacy Act 1988 (Cth) and the Information Privacy Act 2009 (Qld):

• The Subscriber (Body Corporate) is the data controller — it determines the purposes for which personal information is collected and used;
• The Provider is a data processor — it processes personal information on behalf of, and under the instructions of, the Subscriber.

This distinction does not limit the Provider's independent obligations under the Australian Privacy Principles (APPs), which the Provider acknowledges and agrees to comply with.

6.2 Provider's Privacy Obligations

The Provider must:

• Process Personal Information only in accordance with the Subscriber's reasonable instructions and this Agreement;
• Implement and maintain appropriate technical and organisational measures to protect Personal Information against unauthorised access, disclosure, alteration, and destruction;
• Promptly notify the Subscriber of any actual or suspected unauthorised access to or use of Subscriber Data;
• Comply with all applicable Australian Privacy Principles in respect of Personal Information held within the System;
• Not transfer Personal Information outside Australia without the prior written consent of the Subscriber.

6.3 Subscriber's Privacy Obligations

The Subscriber must:

• Ensure it has a lawful basis to collect and provide Personal Information to the Provider for processing under this Agreement;
• Ensure its Privacy Policy and collection notices comply with applicable privacy law;
• Handle all privacy complaints and access/correction requests from Users in accordance with the APPs;
• Not instruct the Provider to process Personal Information in a manner that would breach applicable privacy law.

6.4 Notifiable Data Breach

If the Provider becomes aware of a data breach that is, or may be, a Notifiable Data Breach under the Privacy Act 1988 (Cth):

1. The Provider will notify the Subscriber in writing within 72 hours of becoming aware of the breach, providing all available details;
2. The Provider will take immediate steps to contain the breach and assess the risk to affected individuals;
3. The Subscriber, as data controller, is responsible for assessing whether the breach is notifiable and for making any required notifications to the Office of the Australian Information Commissioner (OAIC) and affected individuals within the timeframes required by law;
4. Both parties will cooperate fully in investigating the breach, mitigating harm, and implementing remediation measures.

6.5 Privacy Policy

The Privacy Policy governs the collection, use, and disclosure of personal information within the System. The Subscriber must make the Privacy Policy available to all Users and obtain any necessary consents. The Privacy Policy is incorporated into this Agreement by reference.

7. Security and Subprocessors

7.1 Security Measures

The Provider will maintain security measures appropriate to the risk associated with the processing of Subscriber Data, including:

• Encrypted data transmission (TLS) and encrypted storage;
• Role-based access controls limiting access to Subscriber Data to authorised Provider personnel;
• Regular security assessments and vulnerability monitoring;
• Secure server infrastructure hosted within Australia.

7.2 Subprocessors

The Provider engages the following third-party subprocessors to deliver the System. By entering into this Agreement, the Subscriber consents to these subprocessors:

The Provider will notify the Subscriber in writing before engaging any new subprocessor that will process Subscriber Data. The Subscriber may object to a new subprocessor within 14 days of notification. If the Provider cannot reasonably accommodate the objection, either party may terminate this Agreement with 30 days notice without penalty.

7.3 Subprocessor Liability

The Provider remains responsible for the acts and omissions of its subprocessors to the extent they relate to the provision of the System under this Agreement, subject to the limitations of liability in clause 15.

7.4 Data Location

All Subscriber Data is stored and processed on infrastructure located within Australia. The Provider will not relocate Subscriber Data outside Australia without the prior written consent of the Subscriber.

8. Service Levels and Support

8.1 Service Level Commitment

The Provider's service level commitments, including uptime targets, support hours, response times, and service credit remedies, are set out in Schedule B — Service Levels and Support.

8.2 Planned Maintenance

The Provider may perform planned maintenance affecting System availability. The Provider will:

• Provide at least 48 hours advance notice of planned maintenance, except in the case of emergency maintenance required to address a critical security vulnerability;
• Schedule planned maintenance outside of business hours (9am–5pm AEST Monday to Friday) where reasonably practicable;
• Planned maintenance windows do not count toward downtime for SLA calculation purposes.

8.3 Support

Technical support is provided as specified in Schedule B. Support is available to the Subscriber's designated technical contact(s) as nominated in Schedule A. The Provider does not provide direct support to individual Users — User support is the responsibility of the Subscriber's building management.

8.4 System Updates

The Provider may update, modify, or enhance the System at any time. The Provider will provide reasonable notice of material changes that may affect System functionality. Updates that add features or improve performance may be deployed without notice. Updates that remove features will be communicated at least 30 days in advance.

9. Term and Renewal

9.1 Term

This Agreement commences on the Effective Date and continues for the Initial Term specified in Schedule A, unless terminated earlier in accordance with this Agreement.

9.2 Automatic Renewal

At the end of the Initial Term, and at the end of each subsequent renewal term, this Agreement will automatically renew for a further period equal to the Initial Term, unless either party provides written notice of non-renewal at least 30 days before the end of the then-current term.

9.3 Subscription Continuity

The Subscription Fee and Plan applicable at the end of any term will continue into the renewal term, subject to any price adjustment notified under clause 3.8.

10. Suspension

10.1 Suspension for Non-Payment

If any amount payable under this Agreement remains unpaid more than 14 days after the due date, the Provider may, after providing 7 days written notice to the Subscriber, suspend access to the System until all outstanding amounts (including accrued interest) are paid in full. During suspension:

• Subscriber Data is preserved and not deleted;
• The Subscription Fee continues to accrue;
• Access is restored within 1 business day of receipt of payment in full.

10.2 Suspension for Breach

The Provider may suspend access to the System immediately, without notice, if the Subscriber's continued use poses an immediate risk to the security, integrity, or availability of the System or the data of other customers. In all other cases of material breach, the Provider may suspend access after providing 7 days written notice specifying the breach.

10.3 Effect of Suspension

Suspension is not termination. The Provider's right to terminate separately is preserved. Suspension does not affect the Subscriber's obligation to pay all Fees accruing during the suspension period.

11. Termination

11.1 Termination for Convenience

Either party may terminate this Agreement for any reason by providing 30 days written notice to the other party. Termination for convenience during the Initial Term by the Subscriber does not entitle the Subscriber to a refund of the Onboarding Fee or any prepaid Subscription Fees.

11.2 Termination for Cause

Either party may terminate this Agreement immediately on written notice if the other party:

• Commits a material breach of this Agreement and fails to remedy that breach within 14 days of receiving written notice requiring remedy;
• Becomes insolvent, bankrupt, enters voluntary administration, receivership, or makes an arrangement with creditors;
• Ceases or threatens to cease carrying on business.

11.3 Termination for Price Increase Objection

The Subscriber may terminate this Agreement under clause 3.8 without penalty if it objects to a notified price increase, subject to the conditions in that clause.

11.4 Effect of Termination

On termination of this Agreement for any reason:

• All licenses granted to the Subscriber cease immediately;
• All outstanding Fees become immediately due and payable;
• The offboarding process in Schedule C commences;
• Clauses 5.1, 6, 13, 14, 15, 16, 18, 19 and Schedule C survive termination.

11.5 No Liability for Termination

Termination of this Agreement in accordance with its terms does not give rise to any liability on the part of the terminating party, except for payment of amounts owing up to the date of termination.

12. Offboarding and Data Return

12.1 Offboarding Process

Upon termination or expiry of this Agreement, the parties will follow the offboarding process set out in Schedule C — Offboarding and Data Return, which is incorporated into this Agreement by reference and forms a binding part of it.

12.2 Data Export

Subject to payment of all outstanding Fees, the Provider will make a Data Export available to the Subscriber in accordance with Schedule C. The Data Export constitutes the complete fulfilment of the Provider's data portability obligations under this Agreement and applicable law.

12.3 Release and Discharge

Upon the Subscriber's confirmed receipt and acknowledgment of the Data Export in accordance with Schedule C, and execution of the Release set out in Schedule C, the Provider is fully discharged from any further obligation to retain, preserve, or provide access to Subscriber Data, subject to clause 12.4.

12.4 Provider's Retained Records

Notwithstanding clause 12.3, the Provider retains the following records as its own business records after offboarding completes:

• This Agreement and all executed Schedules;
• The executed Release (Schedule C);
• The Data Export manifest and download confirmation;
• Billing records and paid invoices;
• Usage event records in de-identified or aggregated form.

12.5 Individual User Rights

The Release executed by the Subscriber under Schedule C binds the Subscriber as a corporate entity. It does not purport to waive the individual privacy rights of Users under the Privacy Act 1988 (Cth). If the Provider receives a privacy access request from a former User after offboarding, the Provider's response will state that the data was returned to the Body Corporate and is no longer held by the Provider, with reference to the date of the executed Release.

13. Intellectual Property

13.1 Provider's IP

The Provider owns all intellectual property rights in the System, including all software, source code, object code, algorithms, interfaces, templates, documentation, and any modifications, enhancements, or derivative works. Nothing in this Agreement transfers any intellectual property rights in the System to the Subscriber.

13.2 Subscriber's IP

The Subscriber owns all intellectual property rights in Subscriber Data. Nothing in this Agreement transfers any intellectual property rights in Subscriber Data to the Provider.

13.3 No Reverse Engineering

The Subscriber acknowledges that the System constitutes valuable proprietary technology of the Provider. The Subscriber must not, and must ensure its Users and any associated parties do not, reverse engineer, decompile, disassemble, analyse, benchmark, or otherwise attempt to derive the source code, logic, algorithms, or data structures of the System, whether directly or indirectly, for any purpose including the development of competing software.

13.4 Feedback

If the Subscriber provides suggestions, enhancement requests, or feedback regarding the System ("Feedback"), the Provider may freely use such Feedback to improve the System without any obligation to the Subscriber. The Subscriber grants the Provider a perpetual, irrevocable, royalty-free license to use Feedback for any purpose.

13.5 IP Indemnity by Provider

The Provider will defend the Subscriber against any claim that the System, as provided by the Provider, infringes any Australian intellectual property right of a third party, and will indemnify the Subscriber for damages awarded by a court in respect of such a claim, provided that the Subscriber:

• Promptly notifies the Provider in writing of any such claim;
• Gives the Provider sole control of the defence and any settlement negotiations; and
• Provides reasonable assistance at the Provider's expense.

The Provider has no obligation under this clause to the extent any claim arises from the Subscriber's breach of this Agreement, modification of the System, or use of the System in combination with third-party software or data not provided or approved by the Provider.

14. Confidentiality

14.1 Obligation

Each party agrees to hold the other's Confidential Information in strict confidence and not to disclose it to any third party without the prior written consent of the disclosing party, except as permitted under this clause.

14.2 Permitted Disclosures

A party may disclose Confidential Information:

• To its employees, officers, contractors, and professional advisors who need to know it for the purposes of this Agreement, provided those persons are bound by equivalent confidentiality obligations;
• As required by law, a court order, or a regulatory authority, provided the disclosing party gives the other party as much advance notice as is reasonably practicable;
• With the prior written consent of the other party.

14.3 Exclusions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available other than through a breach of this Agreement;
• Was rightfully known to the receiving party before disclosure without restriction;
• Is independently developed by the receiving party without reference to the Confidential Information.

14.4 Duration

Confidentiality obligations survive termination of this Agreement for a period of two (2) years.

15. Limitation of Liability

15.1 Aggregate Cap

To the maximum extent permitted by law, the Provider's total aggregate liability to the Subscriber arising out of or in connection with this Agreement (whether in contract, tort, statute, or otherwise) is limited to the total Fees paid by the Subscriber in the six (6) months immediately preceding the event giving rise to the claim.

15.2 Excluded Loss Types

To the maximum extent permitted by law, neither party is liable to the other for:

• Loss of profits, revenue, or anticipated savings;
• Loss of business, contracts, or opportunities;
• Loss of data (beyond the obligation to maintain reasonable backups);
• Indirect, consequential, special, or punitive damages;
• Any loss arising from the Subscriber's reliance on the System as the sole means of building management in the absence of alternative procedures.

15.3 Carve-Outs

The limitations in clauses 15.1 and 15.2 do not apply to:

• Liability arising from death or personal injury caused by negligence;
• Liability arising from fraud or wilful misconduct;
• The Provider's IP indemnity obligations under clause 13.5;
• The Subscriber's indemnity obligations under clause 16.1;
• Any liability that cannot be limited or excluded by law.

15.4 Consumer Guarantees

Nothing in this Agreement excludes, restricts, or modifies any right or remedy, or any guarantee, warranty, or other term or condition, implied or imposed by the Competition and Consumer Act 2010 (Cth) or any other applicable legislation that cannot lawfully be excluded.

15.5 Contractor and Third-Party Exclusion

The Provider is not liable for the performance, work quality, conduct, or any acts or omissions of contractors, tradespeople, or other third parties engaged through or via the System by the Subscriber or any User.

15.6 Mitigation

Each party must take all reasonable steps to mitigate any loss or damage it suffers in connection with this Agreement.

16. Indemnification

16.1 Subscriber Indemnity

The Subscriber indemnifies the Provider and its officers, employees, and contractors against all claims, losses, damages, costs (including legal costs on a solicitor-client basis), and expenses arising from:

• The Subscriber's or any User's breach of this Agreement or the EULA;
• The inaccuracy, incompleteness, or unlawful collection of Subscriber Data;
• The Subscriber's failure to comply with its privacy law obligations as data controller;
• Any claim by a User or third party arising from the Subscriber's management decisions, building operations, or contractor engagements facilitated through the System;
• The Subscriber's breach of the BCCM Act or any applicable body corporate legislation.

16.2 Provider Indemnity

The Provider indemnifies the Subscriber against claims, losses, and damages arising directly from the Provider's IP infringement obligations under clause 13.5, subject to the conditions specified in that clause.

17. Force Majeure

17.1 Relief

Neither party will be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations) to the extent that failure or delay is caused by a Force Majeure Event, provided the affected party:

• Notifies the other party in writing as soon as reasonably practicable after becoming aware of the Force Majeure Event;
• Uses reasonable endeavours to overcome or minimise the effects of the Force Majeure Event;
• Resumes performance as soon as reasonably practicable after the Force Majeure Event ceases.

17.2 Extended Force Majeure

If a Force Majeure Event continues for more than 60 consecutive days, either party may terminate this Agreement by providing 14 days written notice, without liability to the other party, except for payment of amounts accrued prior to the Force Majeure Event.

17.3 Payment Obligations Excluded

Force majeure does not excuse the Subscriber from any obligation to pay Fees that have accrued prior to or during the Force Majeure Event.

18. Dispute Resolution

18.1 Internal Escalation

Before commencing any formal dispute resolution process, the parties must attempt in good faith to resolve any dispute through internal escalation. Either party may initiate this process by giving written notice identifying the dispute. The parties' respective senior representatives must meet (in person or by video conference) within 14 days of that notice to attempt resolution.

18.2 Mediation

If the dispute is not resolved within 14 days of the initial escalation meeting, either party may refer the dispute to mediation. Mediation will be conducted by a mediator agreed upon by the parties, or failing agreement within 7 days, appointed by the Queensland Law Society. The costs of the mediator will be shared equally. Each party bears its own costs in the mediation.

18.3 Litigation

If the dispute is not resolved through mediation within 30 days of the appointment of the mediator, either party may commence litigation. Nothing in this clause prevents either party from seeking urgent injunctive or declaratory relief from a court.

18.4 Continued Performance

The parties must continue to perform their respective obligations under this Agreement during any dispute resolution process, unless the Agreement has been terminated.

19. General Provisions

19.1 Governing Law and Jurisdiction

This Agreement is governed by the laws of Queensland, Australia. The parties submit to the exclusive jurisdiction of the courts of Queensland for all disputes arising from or in connection with this Agreement.

19.2 Assignment

• The Provider may assign this Agreement (including all rights and obligations) to a successor entity in connection with a merger, acquisition, or sale of all or substantially all of its assets, by providing 30 days written notice to the Subscriber.
• The Subscriber may not assign, novate, or otherwise transfer any right or obligation under this Agreement without the prior written consent of the Provider, which will not be unreasonably withheld.

19.3 Electronic Execution

This Agreement and its Schedules may be executed electronically. An electronic signature applied in accordance with the Electronic Transactions (Queensland) Act 2001 is as binding as a wet signature. The parties may execute in counterparts, each of which constitutes an original, and all of which together constitute one binding agreement.

19.4 Authority to Execute

The person signing Schedule A on behalf of the Subscriber warrants that they are duly authorised to do so by a resolution of the Body Corporate Committee passed in accordance with the BCCM Act and the relevant regulation module. The Provider may request evidence of such authorisation before countersigning.

19.5 Entire Agreement

This Agreement, including all Schedules and Incorporated Documents, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations, representations, warranties, and understandings, whether oral or written.

19.6 Amendments

This Agreement may only be amended by a written document signed by authorised representatives of both parties, except that the Provider may update the Incorporated Documents (EULA and Privacy Policy) in accordance with their respective amendment procedures, with notice to the Subscriber.

19.7 Severability

If any provision of this Agreement is found to be invalid, unenforceable, or illegal, that provision will be severed and the remaining provisions continue in full force and effect.

19.8 Waiver

A party's failure or delay in exercising any right under this Agreement does not constitute a waiver of that right. A single or partial exercise of a right does not preclude further exercise of that or any other right.

19.9 Notices

All notices under this Agreement must be in writing and delivered by email to the addresses specified in Schedule A, or by registered mail to the registered address of the relevant party. Notices by email are deemed received on the day sent (if sent before 5pm AEST on a business day) or the next business day otherwise.

19.10 Relationship of Parties

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

19.11 No Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties and their permitted successors and assigns. It does not create any rights in favour of any third party, including individual Users.

20. Schedules

The following Schedules form part of this Agreement:

Document Version: 1.0 | Effective Date: [Date of Execution]
Review Date: Annually or upon material change