Master Services Agreement

1. Parties and Acceptance

This agreement is entered into between Capantra Pty Ltd and the legal entity accepting the agreement as Customer.

Acceptance occurs by signed order form, electronic acceptance, or access/use of the services, and Customer represents authority to bind its organisation.

2. Structure of Agreement

• Covers SaaS platform, enterprise modules and APIs, support services, professional services, and documentation.
• Order of precedence: Order Form, MSA, DPA, SLA.

3. License Grant

Subject to compliance and payment, Capantra grants a non-exclusive, non-transferable, non-sublicensable, revocable license for internal business use.

• No resale or sublicensing without written approval.
• No reverse engineering except where legally non-excludable.
• No use to build competing software.
• No exceeding contracted usage limits.

4. Commercial Terms

• Fees are set out in order forms and are non-refundable.
• Subscriptions auto-renew unless terminated under order form terms.
• Customer is responsible for GST, VAT, and sales taxes as applicable.
• Late payments may accrue interest at 1.5% per month or maximum lawful rate.

5. Customer Responsibilities

• Lawful collection and processing of personal data.
• Regulatory compliance in customer operations.
• Accuracy and legality of Customer Data.
• User compliance with agreement obligations.

6. Intellectual Property

Capantra retains rights in services, platform architecture, improvements, and aggregated anonymised analytics.

Customer retains ownership of Customer Data.

7. Confidentiality

Each party must protect confidential information with reasonable care, use it only for agreement purposes, and restrict access to authorised personnel.

Confidentiality survives five years; trade secrets survive indefinitely.

8. Warranties

Capantra warrants services will materially conform to documentation.

Exclusive remedy is correction of non-conformity or pro-rata refund for affected services.

Except as stated, services are provided as-is and non-waivable statutory rights remain unaffected.

9. Indemnification

• Capantra IP indemnity for third-party IP infringement claims relating to authorised use.
• Customer indemnity for claims arising from Customer Data, regulatory violations, or service misuse.

10. Limitation of Liability

Excluded damages include indirect or consequential damages, lost profits/goodwill, and business interruption.

Standard cap is the greater of fees paid in the preceding 12 months or AUD $2,000,000.

Super-cap for data protection breaches, confidentiality breaches, and IP indemnity is 2x standard cap (AUD $4,000,000).

Nothing limits liability for death/personal injury, fraud, or liability that cannot legally be limited.

11. Term and Termination

Either party may terminate for material breach not cured within 30 days.

Upon termination, access ceases, fees remain payable, data export remains available for 30–60 days, and data deletion follows the DPA.

12. Governing Law

• Australia: Western Australia.
• United States: Delaware.
• United Kingdom: England & Wales.

13. Electronic Contracting

Electronic acceptance constitutes a legally binding agreement.

Versioning & change log

Policies may be updated for regulatory, security, or product reasons. Material changes are communicated where required.