Master Service Agreement

This Master Service Agreement (“Agreement”) is entered into between FinEase Pty Ltd (ABN 70 688 255 941) (“Provider”) and the entity identified in the Order Form (“Customer”), collectively “the Parties”.

1. Services

1.1 Description

The Provider will provide the Customer with access to the FinEase financial hardship management platform (“Service”) as described in the applicable Order Form, including all updates and enhancements made generally available during the Term.

1.2 Order Forms

Each Order Form will specify: the subscription tier, number of Authorised Users, term, fees, and any additional services. Order Forms are incorporated into this Agreement by reference.

2. Term and Renewal

2.1 Initial Term

The initial term is 12 months from the Effective Date specified in the Order Form, unless otherwise agreed.

2.2 Renewal

The Agreement will automatically renew for successive 12-month periods unless either Party provides written notice of non-renewal at least 60 days prior to the end of the then-current term.

2.3 Price Adjustments

The Provider may adjust fees upon renewal by providing 60 days’ written notice. Adjustments will not exceed 10% per annum unless driven by material changes in scope.

3. Fees and Payment

• Fees are set out in the Order Form and are payable in Australian Dollars (AUD).
• Invoices are issued monthly or annually in advance, payable within 30 days.
• All fees are exclusive of GST, which will be added where applicable.
• Late payments accrue interest at 1.5% per month on the outstanding balance.

4. Customer Obligations

• Ensure Authorised Users comply with the Terms of Service and Acceptable Use Policy;
• Maintain the security of Account credentials and promptly notify the Provider of any unauthorised access;
• Provide accurate and complete information as required for provisioning;
• Ensure it holds all necessary licences and authorisations (including an Australian Credit Licence where applicable);
• Comply with all Applicable Law in its use of the Service.

5. Provider Obligations

• Provide the Service in accordance with the Service Level Agreement;
• Maintain reasonable security measures as described in the Data Processing Agreement;
• Provide support in accordance with the Customer’s subscription tier;
• Provide at least 30 days’ notice of material changes to the Service.

6. Intellectual Property

6.1 Provider IP

All intellectual property in the Service (including software, documentation, and branding) remains the Provider’s property or that of its licensors. This Agreement grants the Customer a limited, non-exclusive, non-transferable right to use the Service during the Term.

6.2 Customer IP

The Customer retains all rights in Customer Data. The Provider receives only the limited processing rights necessary to deliver the Service.

7. Confidentiality

Each Party agrees to keep confidential any non-public information received from the other Party. This obligation survives termination for 3 years. Confidential information excludes information that: (a) is or becomes publicly known without breach; (b) was known to the receiving Party before disclosure; or (c) is required to be disclosed by law.

8. Data Processing

The processing of personal information under this Agreement is governed by the Data Processing Agreement, which is incorporated by reference.

9. Warranties

9.1 Provider Warranties

The Provider warrants that: (a) the Service will substantially conform to its documentation; (b) it has the right to provide the Service; (c) it will comply with all Applicable Law in performing its obligations.

9.2 Customer Warranties

The Customer warrants that: (a) it has the authority to enter into this Agreement; (b) its use of the Service will comply with all Applicable Law; (c) it holds all necessary authorisations for its business activities.

10. Limitation of Liability

To the maximum extent permitted by law, neither Party is liable for indirect, incidental, special, consequential, or punitive damages. Each Party’s total aggregate liability is limited to the fees paid in the 12 months preceding the claim. Nothing excludes liability for fraud, gross negligence, or death or personal injury.

11. Termination

11.1 Termination for Cause

Either Party may terminate this Agreement with 30 days’ written notice if the other Party materially breaches this Agreement and fails to cure the breach within that period.

11.2 Termination for Insolvency

Either Party may terminate immediately if the other Party becomes insolvent, enters voluntary administration, or has a receiver appointed.

11.3 Effect of Termination

Upon termination: (a) the Customer’s access to the Service will cease; (b) the Provider will make Customer Data available for export for 30 days; (c) all accrued payment obligations remain due.

12. Governing Law

This Agreement is governed by the laws of New South Wales, Australia. The Parties submit to the exclusive jurisdiction of the courts of New South Wales for disputes arising under this Agreement.

13. General

• Entire Agreement: This Agreement, together with all Order Forms, the Privacy Policy, DPA, and SLA, constitutes the entire agreement between the Parties.
• Amendments: No amendment is effective unless in writing and signed by both Parties.
• Assignment: Neither Party may assign this Agreement without the other Party’s written consent, except in connection with a merger, acquisition, or sale of all or substantially all assets.
• Severability: If any provision is held unenforceable, the remaining provisions continue in full force.
• Force Majeure: Neither Party is liable for delays or failures due to events beyond reasonable control.

14. Contact

• Email: legal@financialease.com.au