Master Service Terms and Conditions
Version: January 2026
These Master Service Terms and Conditions (Master Service Terms), together with each purchase
order (Purchase Order) entered into by the client described in the applicable Purchase Order
(Client/You/Your), set out the terms and conditions on which Client Core Pty Ltd (ABN 97 684 911 108)
trading as Nagaris (Nagaris,/We/Us/Our) may provide the Nagaris platform, software, integrations, and
all related services (together, the Services) to You and governs Your use of the Services.
You are deemed to accept these Master Service Terms by creating an account, accessing or using a Service or authorising or permitting any User (as defined below) to access or use a Service.
If You are entering into these Master Service Terms on behalf of a company, organisation or another
legal entity, You are agreeing to these Master Service Terms for that entity and representing to Nagaris
that You have the authority to bind such entity to these Master Service Terms.
Your Services
1.1 Your Purchase Order(s) sets out:
(a) the Services You have purchased;
(b) the fees You will be charged for those Services (Fees); and
(c) when We will charge You for the Fees (including any ongoing payments).
1.2 You will be taken to have accepted these Master Service Terms if You confirm Your Purchase Order
or otherwise indicate You accept these Master Service Terms and/or pay for any Services provided
by Us after receiving or becoming aware of these Master Service Terms.
1.3 If there is any inconsistency between these Master Service Terms and a Purchase Order, the
relevant Purchase Order will prevail to the extent of the inconsistency.
Term
2.1 These Master Service Terms start when You sign or submit a Purchase Order and continue while
You have any active Purchase Orders in accordance with the term set out in the relevant Purchase
Order. If a Purchase Order conflicts with these terms, the Purchase Order prevails for that Service.
2.2 If a trial applies, these terms govern Your trial use. At the end of the trial, the Service converts to
paid on the terms in Your Purchase Order.
Services
3.1 We will provide the Services described in Your Purchase Order. Your licence for the Services is
non-exclusive, non-transferable for the Term. You must (and must ensure Users) use the Services
and any documentation only as permitted by these Master Service Terms.
3.2 We will provide You with account and login details in respect of Your (and the Users) use of the
Services (Your Account). You must maintain confidentiality of all login details. You:
(a) are solely responsible for Your (and the Users) use of the Services;
(b) must ensure each User has their own unique login and do not share their account with any
other person;
(c) must maintain control over Your Account (including the use of strong, unique passwords and
two-factor authentication) and use of the Services and prevent anyone from accessing Your
Account;
(d) immediately notify us of any suspected or actual unauthorised access to Your Account; and
(e) are responsible for updating and maintaining the accuracy of the information You provide to
Us relating to Your Account, including but not limited to Your nominated payment method
information.
3.3 We may delay or suspend access to any Service until the applicable Fees are paid.
Third Party Software
4.1 You acknowledge that the Services may incorporate certain third party software and/or third party
technology (Third Party Software) and that the Your rights and obligations with respect thereto are
subject to any license terms that might accompany such Third Party Software (Third Party
Licence Agreement(s)).
4.2 You further acknowledge and agree that the provision of the Services by Nagaris may be subject to
You entering into a relevant Third Party Licence Agreement(s). In such event, You must execute all
relevant Third Party Licence Agreement(s) and any reasonable additional documents that a vendor
of Third Party Software (Vendor) may require to enable Nagaris to deliver the Third Party Software
to You.
4.3 Where no Third Party Licence Agreement applies to Third Party Software, Schedule 1 will apply to
Your use of Third Party Software. Despite this, any obligations on Nagaris set out in clause 9 do not
apply to third party-software.
4.4 Nagaris makes no warranty and provides no indemnity with respect to any such Third Party
Software, except if/and to the extent that a Vendor of any Third Party Software expressly provides
a warranty or indemnity to You directly from the relevant Vendor.
4.5 Maintenance and support of Third Party Software is provided by the Vendor. Although Nagaris may
assist with front-line support, Nagaris will have no liability with respect thereto and You must liaise
directly with the Vendor, except for modifications or changes to the Third Party Software made by
Nagaris.
Payment Services
5.1 Our Service includes optional Payment Services provided directly by the Payment Provider under
the Payment Provider Documents. To use Payment Services, You must:
(a) successfully complete onboarding and the required Know Your Customer and Anti-Money
Laundering checks as required by the Payment Provider;
(b) accept and comply with all the Payment Provider Documents;
(c) acknowledge that the Payment Provider may reject or terminate Your participation at its
discretion; and
(d) be approved by the Payment Provider.
5.2 If there is any inconsistency between these Master Service Terms and the Payment Provider
Documents regarding the Payment Services, the Payment Provider Documents will prevail to the
extent of those Payment Services only.
5.3 You appoint Nagaris as Your limited agent solely to transmit Your payment instructions to Payment
Provider. You agree that Payment Provider may rely on instructions submitted through the Service
as if they came directly from You.
5.4 You are solely responsible for:
(a) obtaining all necessary authorisations, mandates, and consents from Your clients (the
payers) to debit their accounts or charge their cards;
(b) the accuracy and completeness of all transaction details You submit;
(c) all financial liability for chargebacks, reversals, returns, and disputes under the relevant
payment scheme rules (e.g., BECS, NPP, Card Schemes);
(d) complying with Payment Provider’s requirements, including any request for a "Reserve" (a
hold on Your settlement funds); and
(e) complying with all applicable laws, including consumer law and any rules regarding payment
surcharging. Any surcharging functionality We provide is a tool, and You bear all compliance
risk.
Additional Services
6.1 Nagaris is entitled to payment of an additional charge in relation to any services requested by You
(including Your Users) or any services reasonably required to be provided by Nagaris in addition to
the services and support described in Your Purchase Orders (Additional Services).
6.2 Additional Services may be purchased online via Our website (or by any other means made
available to You by Nagaris) and by purchasing the Additional Services You agree that Your use of
the Additional Services shall be governed by these Master Service Terms (as amended from time
to time) in addition to any specific terms and conditions provided to You by Nagaris at the time of
purchase.
7. Your rights and obligations
7.1 You must:
(a) be a registered accounting or bookkeeping business, maintain all required professional
licenses, and be at least 18 years of age;
(b) provide Nagaris with such information, directions, guidance and assistance as Nagaris and
its Personnel may reasonably require and request in order to provide services under these
Master Service Terms;
(c) advise Nagaris immediately if it becomes (or should have reasonably become) aware of
errors or changes in any information, directions or guidance provided by You to Nagaris; and
(d) pay all applicable Fees and other payments as and when they fall due.
8. Your acknowledgements
8.1 You acknowledge and agree that:
(a) Nagaris does not include accounting, tax, legal, or financial product advice, nor make any
representation concerning any of these matters;
(b) if You use our AI Features, AI-generated output may contain errors and is for informational
purposes only. You are solely responsible for reviewing and validating any AI output before
use, and we disclaim all liability for its accuracy or Your reliance upon it. You must not use
our Service or data to train competing AI models without our consent;
(c) Nagaris may act on specific instructions given by You without investigating whether the act
will comply with Relevant Law (and You release Nagaris from all liability in relation to such
compliance), but is not obliged to comply with any direction which Nagaris reasonably
considers may cause a breach of Relevant Law; and
(d) You must not engage in any conduct that may disparage Nagaris or cause it harm, whether
reputational, financial, or otherwise.
Nagaris’s Obligations
9.1 Nagaris will:
(a) provide the Services in accordance with these Master Service Terms and in a professional
and competent manner;
(b) itself, and will take reasonable steps to procure that each of its Personnel involved in
providing the Services has and will, maintain all licences, accreditations, certifications and
approvals necessary for Nagaris or such Personnel to provide the Services; and
(c) take such action and provide You (or Your auditors or a Regulatory Authority, as reasonably
directed by You) such information within its possession or certifications as You reasonably
require to enable You to comply with Your obligations under any Relevant Law and to enable
You to comply with any obligation or requirement imposed on You by a Regulatory Authority.
Payment
10.1 Fees: You agree to pay the Fees to Nagaris in the amounts and at the times set out in the
Purchase Order or as otherwise agreed in writing via Your nominated payment method in Your
Account.
10.2 No refunds: unless We materially breach these Master Service Terms, You will not be entitled to a
refund for any reason, including where You elect to cancel a Service prior to its scheduled expiry or
if We do not achieve a Service Level.
10.3 Billing disputes: if You dispute the whole or any portion of the amount claimed in an invoice
submitted by Nagaris, You must pay the portion of the amount stated in the invoice which is not in
dispute by the stated due date and must notify Nagaris in writing (within five (5) Business Days of
receipt of the invoice) of the reasons for disputing the remainder of the invoice. If it is resolved that
some or all of the amount in dispute ought to have properly been paid at the time of the first
invoice, then You must immediately pay the amount finally resolved together with 10% per annum
interest (calculated daily, compounded monthly) on that amount.
10.4 GST: unless otherwise indicated, amounts stated in a Purchase Order do not include goods and
services tax (GST) as defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
In relation to any GST payable for a taxable supply by Nagaris, You must pay the GST subject to
Nagaris providing You with a valid tax invoice. If either party is entitled under these Master Service
Terms to be reimbursed or indemnified by any other party for a cost or expense incurred in
connection with these Master Service Terms (including under a relevant Purchase Order), the
reimbursement or indemnity payment will be reduced by any input tax credit that may be claimed
by the party entitled to be reimbursed or indemnified for that cost or expense, or by its
representative member.
10.5 Card surcharges: We reserve the right to charge credit card surcharges in the event payments are
made using a credit, debit or charge card (including Visa, MasterCard or American Express).
10.6 Payment Service fees: any fees associated with Payment Services are displayed within the
Service. These fees are typically deducted directly from the amounts settled to You. We may vary
these fees on written notice to You. If You issue a refund to Your client for a transaction, the
payment processing fees You incurred for that transaction are not refundable to You.
11. Authorised Person
11.1 If a Purchase Order specifies an Authorised Person, then You agree that Nagaris:
(a) is entitled to assume that the communications and actions of the Authorised Person are duly
authorised by You;
(b) is not:
(i) required to take any action if a communication or action is not made by the Authorised
Person; or
(ii) required to enquire as to the identity of any person if it reasonably believes such
person to be the Authorised Person; or
(iii) subject to Relevant Law, liable for any properly performed action or omission by it in
reliance on an instruction (in circumstances where it is reasonable for it to assume that
the instruction is from the Authorised Person) and the Client is liable for the Fees
payable as a consequence of such reliance.
You may update Your Authorised Person from time to time by giving Us notice in writing.
12. Confidentiality
12.1 Each party will protect each other’s Confidential Information from unauthorised use, access or
disclosure in the same manner as each protects its own Confidential Information, but with no less
than reasonable care.
12.2 Except as expressly permitted by these Master Service Terms, each party may use each other’s
Confidential Information solely to exercise its respective rights and perform its respective
obligations under these Master Service Terms or a Purchase Order and shall disclose such
Confidential Information:
(a) solely to the Personnel and professional advisers (including auditors) who have a need to
know such Confidential Information and who are bound by terms of confidentiality intended
to prevent the misuse of such Confidential Information;
(b) as necessary to comply with an order or subpoena of any governmental or administrative
agency or court of competent jurisdiction;
(c) as necessary to comply with any applicable law or regulation, including the requirements of
an applicable securities exchange; or
(d) to a party’s related bodies corporate (as defined in the Corporations Act).
12.3 This clause 12 is deemed to supersede any non-disclosure agreement by and between the parties
and such agreement shall have no further force or effect on and from the date that You agree to or
are deemed to accept these Master Service Terms.
13 Privacy and data
13.1 Any personal information You disclose to Us under these Master Service Terms will be handled in
accordance with the Privacy Act and Our Privacy Policy.
13.2 Each party must comply with the requirements of the Privacy Act in relation to any personal
information (as defined in Privacy Act).
13.3 You must only disclose to Us personal information where You are permitted to do so by law.
13.4 You warrant that You have obtained all necessary consents from relevant individuals in accordance
with applicable laws in order to provide Client Data to Nagaris and process Client Data with or
through the Services in accordance or in connection with these Master Service Terms.
13.5 You undertake that You will not transfer to Nagaris nor store any protected health information within
the Services, unless otherwise agreed between the parties in writing.
13.6 You grant Us a worldwide perpetual, sub-licensable, royalty free right and licence to compile,
collect, copy, modify, publish and use anonymous and/or aggregate data generated from or based on Client Data and/or Your use of the Services, for analytical and other commercial and/or business
purposes.
14. Intellectual property
14.1 All pre-existing Intellectual Property Rights which are already owned by either party or are
developed by that party independently from these Master Service Terms will at all times remain
owned by that party exclusively.
14.2 Unless otherwise agreed by the parties, all Intellectual Property Rights created by Nagaris in the
course of providing the Services, or otherwise performing its obligations to You will vest in Nagaris
immediately upon creation.
14.3 As between Nagaris and You, Nagaris retains all title, ownership, and Intellectual Property Rights in
and to the Services, Documentation, any third party software utilised by Nagaris under or in
connection with the Services and all developments by Nagaris in connection with the Services. The
Client acknowledges and agrees that it is only licensing the right to use Services, third party
software and Documentation and that no sale or other transfer of any title or ownership or any
proprietary interest of any kind to such Services, third party software or Documentation is
contemplated hereunder, other than the sale of the limited licenses as expressly granted under
these Master Service Terms.
14.4 In addition to any other remedies available to Nagaris under these Master Service Terms or
otherwise, any breach of this clause 14 by You will entitle Nagaris to any available equitable
remedy against the Client.
14.5 The Services as modified or altered remain subject to these Master Service Terms and the property
of Nagaris in all respects, whether modified by the Client, Nagaris or a third party and whether or
not authorised pursuant to these Master Service Terms. Specifically, the Client must if necessary
assign to Nagaris all Intellectual Property Rights arising out of any modifications to the Services.
14.6 Nagaris is not required to provide Support Services in respect of Services which has been modified
by the Client but may at its sole discretion elect to do so.
14.7 You must not do anything that is, or is likely to be, an infringement of, or otherwise inconsistent
with, any moral rights in any deliverables created by Nagaris under or in connection with these
Master Service Terms.
14.8 You grant to Nagaris, and will procure that third parties grant to Nagaris, a non-exclusive, royalty
free licence to use Intellectual Property Rights which are owned by the Client or a third party, if and
to the extent that such use is necessary or convenient for Nagaris to provide Services or otherwise
to perform its obligations under these Master Service Terms or a Purchase Order. The Client
warrants that it and each third party is and will be entitled to grant such licences to Nagaris.
15. Warranties
15.1 Your warranties: You represent and warrant that:
(a) You have the legal capacity and authority to enter into these Master Service Terms and each
Purchase Order and to procure the Services from Nagaris in accordance with these Master
Service Terms;
(b) where the Client enters into a Purchase Order and/or these Master Service Terms in its
capacity as the trustee of a fund or trust, there are no other trustees of the fund or trust or, if
there are other trustees, all necessary consents and approvals of all trustees have been duly
obtained;
(c) You have obtained all necessary consents from relevant individuals in accordance with
applicable laws in order to provide Client Data to Nagaris and to process Client Data with or
through the Services in accordance or in connection with these Master Service Terms;
(d) Your use or receipt of the Services does not and will not infringe the Intellectual Property
Rights of any third party;
(e) all Users are provided with a copy of, and agree to be bound by, these Master Service Terms
(including the Documentation and any other materials We may provide from time to time);
and
(f) You have not relied on any representation made by Nagaris which has not been expressly
stated in these Master Service Terms,
and You acknowledge that Nagaris has relied on the above representations and warranties in
agreeing to provide the Services to You in accordance with the Master Service Terms.
15.2 Exclusion of warranties: You agree that:
(a) the Services are provided "as is" and “as available” basis and without warranties of any kind
either express or implied;
(b) We do not warrant that the functions, information, insights, data (whether raw or manipulated
and whether collected or provided by us or any other person), analysis which form part of the
Services (as applicable) will be complete or accurate, meet Your needs or expectations, be
fit for Your purposes, or that the operation of the Services will be uninterrupted or free from
errors or viruses;
(c) to the maximum extent permitted by applicable law, all express or implied representations
and warranties (whether relating to fitness for purpose or performance, or otherwise) not
expressly stated in these Master Service Terms or a Purchase Order are excluded; and
(d) where any law (including the Competition and Consumer Act 2010 (Cth)) implies a condition,
warranty or guarantee which may not lawfully be excluded, then, to the maximum extent
permitted by applicable law, Our liability for breach of that non-excludable condition, warranty
or guarantee will, at Our option, be limited to:
(i) in the case of goods, their replacement or the supply of equivalent goods or their
repair; and
(ii) in the case of services, the supply of the services again.
16. Liability generally
16.1 Subject to clauses 16.2 and 16.3 below, neither party is liable for any loss or damage which is not
loss or damage arising naturally and in the usual course of things from the relevant facts or
circumstances giving rise to the breach of these Master Service Terms or a Purchase Order or the
relevant loss, and specifically neither party will be liable for:
(a) indirect or consequential loss; or
(b) loss of revenue (other than in respect of Fees or expenses payable by the Client to Nagaris),
loss of profits, loss of opportunity, loss of data, loss of goodwill, wasted expenditure, loss of
business reputation, loss of reputation or adverse publicity or damage to credit rating.
16.2 Each party’s liability under or in connection with these Master Service Terms and each Purchase
Order is proportionate to the extent to which that party contributed to the relevant liability. To avoid
doubt, Nagaris’s liability for any delays in delivery the Services is reduced to the extent that You or
Your Personnel caused or contributed to the relevant delay.
16.3 Nothing under these Master Service Terms limits either party’s liability to the other in connection
with:
(a) the party’s indemnification or confidentiality obligations under these Master Service Terms; or
(b) the fraud, gross negligence or wilful misconduct of that party.
17. Limitation of liability
17.1 Subject to clause 16, each party’s maximum aggregate liability to the other party arising out of
these Master Service Terms will not exceed the Fees actually paid by You to Us under these
Master Service Terms in the 12 months immediately preceding the first event or circumstance
which gave rise to the relevant liability.
18 Third party claims
18.1 If a third party makes a claim or commences proceedings (Third Party Claim) against You as a
result of breach of these Master Service Terms by Nagaris, You:
(a) must promptly notify Nagaris;
(b) must promptly and diligently defend the Third Party Claim and (provided it would not
prejudice the defence of the Third Party Claim or any rights You have against Nagaris and is
permitted by Your insurers) keep Nagaris informed of the progress;
(c) may settle the Third Party Claim for a commercially reasonable result, but only after first
conferring with and obtaining the consent of Nagaris (not to be unreasonably withheld or
delayed) to the settlement amount and terms; and
(d) acknowledge and agree that notwithstanding any other provision of these Master Service
Terms, You will have no claim against Nagaris in relation to Third Party Claims if You failed to
comply with paragraphs (a) to (c) above.
19. Indemnity
19.1 You will indemnify, defend, and hold Us (including Our employees, independent contractors,
vendors, agents and/or permitted subcontractors) harmless from and against all damage, claims
(including third party claims), demands, suits, causes of action, awards, judgments and liabilities,
including the cost of defending or settling any claims, demands, suits, causes of action, awards,
judgments and liabilities (collectively Claims) arising out of or alleged to have arisen out of:
(a) Your (and/or Personnel’s) fraud, negligence or wilful misconduct;
(b) Your (and/or the Personnel’s) use of the Services, including but not limited to any actual or
alleged infringement, misappropriation, or violation of any Intellectual Property Rights of a
third party;
(c) a breach of a provision of these Master Service Terms by You or Your Personnel (including a
breach of a representation or warranty given by You under clause 15; and
(d) Nagaris or its Personnel acting in accordance with these Master Service Terms or otherwise
making any decision in good faith in relation to the provision of any Services,
provided that any amount payable by You to Nagaris pursuant to this indemnity must be reduced
by an amount that represents the extent to which the Claims are caused by the gross negligence,
fraud, misconduct or breach of these Master Service Terms by either Nagaris or its Personnel.
19.2 Unless otherwise expressly agreed in these Master Service Terms, We will only indemnify, defend,
and hold You harmless from and against third-party Claims to the extent the Claims are due solely
to Our fraud, wilful misconduct or gross negligence.
Termination
20.1 Termination by Us: We will provide You with 30 days prior written notice of termination of these
Master Service Terms, except where:
(a) You have committed a material breach of these Master Service Terms and fail to remedy
such breach within five (5) Business Days after receiving notice requiring You to do so;
(b) You are the subject of an Insolvency Event; or
(c) Your access rights have been suspended in accordance with these Master Service Terms,
in which case we can immediately terminate all Services and these Master Service Terms. If we
terminate these Master Service Terms and You have pre-paid Fees under a Purchase Order for a
particular Service, You will be entitled to a pro-rata refund of the pre-paid amount from the effective
date of termination.
20.2 Termination by You: Unless You are on a Trial, and] subject to any agreed minimum committed
term set out in the applicable Purchase Order, You can terminate a Purchase Order (in full) for any
reason (i.e., for convenience) by providing Us with 30 days’ prior written notice subject any terms
and conditions set out in the applicable Purchase Order (such as an early termination fee).
Where You are terminating a Purchase Order as a consequence of an increase in Fees under
clause 21, You may terminate the relevant Purchase Order with effect from the date that the
increase is scheduled to take effect.
If You terminate a Purchase Order under this clause, the “Consequences of termination” set out
below will apply, all Fees paid are non-refundable and any outstanding Fees due to be paid (for
example, Fees owed to Nagaris in respect of any minimum committed term of Your Service(s)) are
immediately due and payable.
20.3 Consequence of termination: On termination, Your (and the Users) right to use and access the
Services will terminate and:
(a) if We terminate these Master Service Terms or any Purchase Order (in part or in full) for
convenience, then any Fees You have already paid in respect of the relevant Services shall
be refunded (on a pro-rata basis in respect of the remainder of the Term); or
(b) if We terminate or cancel Your Purchase Order because You have committed a material
breach of these Master Service Terms, then all Fees paid are non-refundable and any
outstanding Fees due to be paid are immediately due and payable,
in any event, without limiting Our right to charge You for any amounts following a quarterly
reconciliation of Your minimum monthly payment and Your actual spend for the applicable quarter
in accordance with the relevant Purchase Order(s).
20.4 Where these Master Service Terms or any Service is terminated or expired, Nagaris may:
(a) retain any moneys paid;
(b) charge a reasonable sum for work performed in respect of which no sum has been
previously charged for that work;
(c) be regarded as discharged from any further obligations to the Client;
(d) pursue any additional or alternative remedies provided by law; and
(e) purge all Client Data after thirty (30) calendar days’ following the expiry or termination
(provided that during such period the Client will have access to the Client Data for the
purposes of backup). However, Nagaris may retain the Client Data such period of time as
required by any applicable law or court order provided it otherwise complies with these
Master Service Terms.
20.5 Termination shall not affect any claim by Nagaris in respect of accrued Fees, expenses, taxes or
other amounts payable by You in respect of the period up to termination.
21. Non-Solicitation
21.1 While any Purchase Orders are on foot and for a period of twelve (12) months following expiry or
termination of the last Purchase Order to terminate or expire, You will not, without Our prior written
consent, directly or indirectly entice or solicit, or assist another person to entice or solicit, an
employee, contractor, officer or agent of the other party with whom it has had dealings with You.
22. Disputes
22.1 If the parties fail to reach agreement on any matter within twenty (20) Business Days after one
party notifies the other of the existence of a dispute for the purposes of this clause, the parties must
refer the determination of the issue to an expert in Sydney (to be agreed between the parties,
failing which, appointed by the Australian Disputes Centre) and to be administered in accordance
with the Australian Disputes Centre Rules for Expert Determination. The determination of the
expert shall be final and any cost incurred will be apportioned equally between Nagaris and the
Client.
23. Service levels and support
23.1 We agree to use commercially reasonable endeavours to provide You with the service levels and
support specified in Schedule 1 of these Master Service Terms in relation to the Services.
24 Notices
24.1 Form: All notices, certificates, consents, approvals, waivers and other communications in
connection with these Master Service Terms or a Purchase Order must be in writing, signed by the
sender (if an individual) or an authorised officer of the sender and marked for the attention of:
(a) if the notice is to You, the person identified in the relevant Purchase Order Form; and
(b) if the notice is to Us, to legal@nagaris.com.
Communications sent by email need not be marked for attention in the way stated above.
However, the email must state the first and last name of the sender. Communications sent by
email are taken to be signed by the named sender.
24.2 Delivery: Communications must be:
(a) left at the address set out above;
(b) sent by prepaid ordinary post (airmail if appropriate) to the address set out above;
(c) sent by email to the address set out above; or
(d) given in any other way permitted by law.
However, if the intended recipient has notified a changed address or email address, then the
communications must be to that address or email address.
24.3 When taken to be received: Communications are taken to be received:
(a) if sent by registered post, 3 Business Days after posting (or 5 Business Days after posting if
sent from one country to another); or
(b) if sent by email:
(i) when the sender receives an automated message confirming delivery; or
(ii) four hours after the time sent (as recorded on the device from which the sender sent
the email) unless the sender receives an automated message that the email has not
been delivered,
whichever happens first.
25 Force majeure
25.1 A party is excused from performance of an obligation under these Master Service Terms (other
than payment) while prevented by Force Majeure (an act of God or other cause beyond reasonable
control) if it notifies the other party and uses reasonable efforts to mitigate. That party’s obligations
resume once the Force Majeure ceases.
26 General
26.1 Amendments
We can amend these Master Service Terms or any Purchase Order without first telling You about
the change if the change is beneficial to You or does not interfere with Your enjoyment of the
Services. In all other instances, We will give You at least 30 days’ notice in writing (normally, by
email) before We make a change to these Master Service Terms that may be detrimental to You,
or that could interfere with Your enjoyment of the Services. Whenever We make a change to these
Master Service Terms, the revised Master Service Terms will be made available on Our website.
26.2 Novation and assignment
You agree that We may assign all or part of Our rights under these Master Service Terms to any
party at any time, provided We give You 30 days’ prior written notice.
You agree and give Your consent that this agreement may be novated (that is Nagaris will be
replaced as a party to this agreement by another party) to any other party by either Us or the party
to whom this agreement will be novated giving notice to You, provided that the novation is on terms
no less favourable to You than the terms of this agreement immediately before the novation.
You cannot assign or novate all or part of Your rights and obligations under this agreement (other
than in accordance with this paragraph), unless We provide our consent in writing (which will not be
unreasonably withheld).
26.3 Entire agreement
To the extent permitted by law, these Master Service Terms (together with Your Purchase
Order(s)), embodies the entire agreement of the parties in relation to its subject matter and
supersedes any and all prior agreements, understandings, representations and undertakings,
whether oral or in writing.
26.4 Severance
If any provision or part of a provision of these Master Service Terms is held or found to be void,
invalid or otherwise unenforceable (whether in respect of a particular party or generally), it will be
deemed to be severed to the extent that it is void or to the extent of voidability, invalidity or
unenforceability, but the remainder of that provision will remain in full force and effect.
26.5 Waivers
Without limiting any other provision of these Master Service Terms, the parties agree that:
(a) failure to exercise or enforce, or a delay in exercising or enforcing, or the partial exercise or
enforcement of, a right, power or remedy provided by law or under these Master Service
Terms by a party does not preclude, or operate as a waiver of, the exercise or enforcement,
or further exercise or enforcement, of that or any other right, power or remedy provided by
law or under these Master Service Terms;
(b) a waiver given by a party under these Master Service Terms is only effective and binding on
that party if it is given or confirmed in writing by that party; and
(c) no waiver of a breach of a term of these Master Service Terms operates as a waiver of
another breach of that term or of a breach of any other term these Master Service Terms.
26.6 Survival
Any term or condition which is expressed to survive the expiration or termination of these Master
Service Terms will survive any expiration or termination of these Master Service Terms, including
but not limited to clauses 4, 12, 13, 14, 15, 16, 17, 18, 19, 20, 22, 23, 25, 26, 27 and 28.
26.7 Governing law and jurisdiction
These Master Service Terms and each Purchase Order is governed by the laws in force in New
South Wales. Each party irrevocably submits to the non-exclusive jurisdiction of the courts having
jurisdiction in that state.
27 Definitions
In these Master Service Terms, the following meanings apply unless the context requires
otherwise:
AI Features means features within the Service that use artificial intelligence to produce content, suggestions, or insights.
Australian Consumer Law means the uniform legislation for consumer protection outlined in Schedule 2 to the Competition and Consumer Act 2010 (Cth).
Authorised Person means a person who is identified as an Authorised Person in a Purchase Order.
Business Day means any day other than Saturday, Sunday or public holiday in Sydney, New South Wales.
Client Data means data provided by the Client to Nagaris or inputted by or on behalf of the Client into the Services.
Confidential Information means any information of whatever kind which a party discloses or
reveals to the other party under or in relation to these Master Service Terms that:
(a) is by its nature confidential;
(b) is designated by the disclosing party as confidential; or
(c) the recipient knows or reasonably ought to know is confidential,
including (where We are the disclosing party) Our Services and (where You are the disclosing
party) Client Data, but does not include information that:
(d) is published or has otherwise entered the public domain other than in breach of these Master
Service Terms; or
(e) is independently developed or obtained other than in breach of these Master Service Terms.
Corporations Act means the Corporations Act 2001 (Cth). Documentation means operating manuals and other printed materials, made available by Us to You from time to time, including users’ manuals, programming manuals, modification manuals, flow charts, drawings and software listings, which are designed to assist or supplement the understanding or application of the Services.
Fees has the meaning given to that term in clause 1.
Insolvency Event means that:
(a) a party enters into any arrangement between itself and its creditors;
(b) a party ceases to be able to pay its debts as they become due;
(c) a party ceases to carry on business;
(d) a mortgagee enters into possession or disposes of the whole or any part of the party’s
assets or business; or
(e) a receiver, a receiver and manager, a trustee in bankruptcy, an administrator, a liquidator, a
provisional liquidator or other like person is appointed of the whole or any part of the party’s
assets or business.
Intellectual Property Rights means:
(a) All rights conferred by statute, common law or in equity and subsisting anywhere in the world
in relation to:
(i) registered and unregistered copyright;
(ii) inventions (including patents, innovation patents and utility models);
(iii) confidential information (including the right to enforce an obligation to keep information
confidential), trade secrets, technical data and know-how;
(iv) registered and unregistered designs;
(v) registered and unregistered trade marks;
(b) any other rights resulting from intellectual activity in the industrial, commercial, scientific,
literary or artistic fields which subsist or may hereafter subsist;
(c) any business name registration;
(d) any domain name registration;
(e) any social media account;
(f) any licence or other similar right from a third party to use any of the above;
(g) any applications and the right to apply for registration of any of the above; and
(h) any rights of action against any third party in connection with the rights included in
paragraphs to (g) above, including any right to claim (and retain) any damages and other
remedies (including an account of profits) for infringement,
but excluding moral rights and similar personal rights which by law are non-assignable.
Payment Provider means our third-party payment provider as notified on our website and who
provides the Payment Services.
Payment Provider Documents means the relevant Payment Provider documents that govern the
provision of Payment Services, as notified on our website from time to time.
Payment Services means the payment acquiring and card processing services provided directly
by the Payment Provider, offered as an optional functionality within our Services to accept
payments from Your clients.
Personnel means a party’s employees, independent contractors, vendors, agents and/or permitted
subcontractors (and in the case of You, includes Your Users).
Purchase Order means the purchase ordering process undertaken by You when You purchase a
Service from Nagaris, including any associated online sign-up flows, sales processes, purchase
forms or purchase order documents provided by Us from time to time.
Privacy Act means the Privacy Act 1988 (Cth).
Privacy Policy means Our privacy policy as published on Our website and as updated from time to
time.
Related Bodies Corporate has the meaning given to it in the Corporations Act.
Relevant Law means all applicable laws include but not limited to the Corporations Act, the
Privacy Act, the Income Tax Assessment Act 1936 (Cth) and the Income Tax Assessment Act
1997 (Cth), as modified from time to time.
Regulatory Authority means the Australian Securities and Investments Commission and the
Australian Taxation Office and any successor body of any of them.
Service Levels means the service levels described in Schedule 1.
Support Services has the meaning given in Schedule 1.
Trial means Your use of a Service is on a non-committal trial basis and You can terminate Your
trial at any time by providing notice to us. The duration of Your trial is set out in the applicable
Purchase Order.
Users means those parties nominated as “Authorised Users” as set out in a Purchase Order for
Services, or any other party You authorise to use the applicable Service and such authorisation
has been approved by Nagaris in writing.
Wholesale Client has the meaning given in section 761G of the Corporations Act 2001 (Cth).
28. Interpretation
In these Master Service Terms, headings are for convenience only and do not affect interpretation
and unless the context otherwise requires:
(a) the singular includes the plural and vice versa;
(b) a reference to a person includes a reference to a body corporate, a government
organisation, body or instrumentality, an unincorporated body and any other entity;
(c) each schedule of this these Master Service Terms forms part of these Master Service Terms;
(d) a reference to these Master Service Terms includes a reference to any variation,
replacement or novation of it;
(e) a reference to any legislation or to any provision of any legislation includes a reference to
any modification or re-enactment of it, any legislative provision substituted for it and all
regulations and statutory instruments issued under it;
(f) a reference to a thing includes a reference to any part of that thing;
(g) a reference to any party to these Master Service Terms where relevant includes a reference
to the party’s successors and permitted assigns;
(h) where a word or phrase is defined, its other grammatical terms have corresponding
meanings;
(i) a reference to conduct includes a reference to any omission, statement or undertaking,
whether or not in writing;
(j) a word or phrase appearing in a certain context which, when used in a similar context in the
Corporations Act would have a particular meaning, has that meaning in these Master Service
Terms;
(k) a reference to month is a reference to a calendar month; and
(l) a reference to writing includes communication by electronic mai
Schedule 1
1. Service Use Guidelines
You will not (and must ensure that any Users do not) use the Services or deliberately enable any
other third party, to:
(a) use the Services in connection with any illegal, defamatory, harassing, libelous, threatening,
or obscene material or purpose or to send any message or material that in any way violates
or infringes upon the intellectual property rights or the privacy or publicity rights of any
person or entity or that may otherwise be unlawful or give rise to civil or criminal liability;
(b) send or allow by any means viruses, spiders, worms, time bombs, trojan horses and other
harmful or malicious code, instructions, files, scripts, agents or programs or any other code
intended to cause harm or disruption to computer systems through the Services and/or
Nagaris’s website, the computer equipment including the servers, software, and other
technology, used by Nagaris or its third-party providers to provide the Services (System);
(c) copy, publish or reproduce the Services and/or the System for others to copy or use any
component thereof except as expressly permitted herein;
(d) distribute, re-distribute, sublicense, assign, share, sell, resell, time-share, rent, lease or
otherwise make the Services available to any third party (except as expressly contemplated
in these Master Service Terms), or grant a security interest in the Services;
(e) interfere or attempt to interfere in any manner with the functionality or proper working of the
Services and/or System, or disrupt the integrity or performance of the Services and/or
System or any data contained therein;
(f) circumvent any contractual, technical or logical use, Your or User’s restrictions agreed upon
or existing in the Services and/or System or attempt to gain unauthorized access to, or use
of, any part of the Services and/or System;
(g) perform any form of stress, load, performance, security or other vulnerability or penetration
tests on the Services and/or System.
Service Conditions
Your (including the Users) use of the Services is subject to the following conditions:
(a) You (including the Users) must maintain control of or access to Client Data and sole control
over the content, quality, and format of Client Data provided;
(b) You (including the Users) are solely responsible for ensuring that Your use of the Service
complies with all applicable laws, including any electronic signature (where applicable),
consumer, data protection, data privacy and trade control laws;
(c) If You (including the Users) initiate email and SMS communications through the Services,
You must comply with, as applicable, the Australian Spam Act 2003 (Cth), or any other
similar regulations and other applicable laws (including privacy laws) in respect of these
communications;
(d) You (including the Users) shall refer to the Services by its URL, as required, and not rely
upon Nagaris’ IP address. Nagaris expressly reserves the right to alter its IP address at any
time and for any reason with no prior notification to You or any other party;
(e) Nagaris does not monitor content processed through the Services, but it may suspend any
use of the Services, if Nagaris reasonably and in good faith believes Your (including the
Users) use violates the terms of these Master Service Terms or applicable laws or
regulations. Nagaris will use commercially reasonable efforts to notify You prior to any such
suspension or disablement, unless Nagaris:
(i) is prohibited from doing so under applicable law, court order or under legal process; or
(ii) deems it necessary to delay notice in order to prevent imminent harm to the Services,
or a third party;
(f) Nagaris may modify the Services from time to time, in its discretion, without notice to the You
(including the Users), for the purpose of improving features, functions or performance or to
maintain Nagaris’s legal and regulatory requirements, as well as security standards. It is
Your (including the Users) sole responsibility to maintain the security of Your computer
systems and comply with any industry standard minimum security requirements to gain
access to the Services;
(g) Nagaris shall not be obligated to provide any of Client Data to any third parties. You
acknowledge that You are solely responsible for the management of Your own record and
data retention record policy, including for determining how long any of Client Data and other
records are required to be retained or stored under any applicable laws, regulations, or legal
or administrative agency processes;
(h) You are solely responsible for obtaining and maintaining any hardware and software, for
contracting with an internet service provider, a telecommunications carrier or other service
provider for services necessary to establish Your connection or access to the internet and
the Services (as applicable);
(i) To maintain reliability and stability of the Services, Nagaris continually monitors the load
being imposed on the Services by You (including the Users) using integrated applications.
Nagaris may request that You do not place an unnecessary burden on the Services and/or
take reasonable measures to reduce Your load on the Services. In addition, the Services
and/or System may also automatically reduce the load being accepted by the Services
through Our internal system controls;
(j) Nagaris may suspend or terminate Your (including the Users) access or use of any portion or
all of the Services immediately if Nagaris determines that:
(i) Your or a User’s use of the Services:
(A) poses a security risk to the Services or any third party;
(B) could adversely impact Nagaris’s systems, or the Services or the content of any
other Nagaris licensee;
(C) could subject Nagaris (including any of its related bodies corporate as defined in
the Corporations Act) or any third party to liability; or
(D) could be fraudulent, or
(i) Your (including the Users) account security has been, or is reasonably expected to
have been compromised. If Nagaris suspends Your (including the Users) right to
access or use any portion of the Services:
(A) You will provide reasonable assistance to Nagaris in rectifying the issue(s)
leading to the suspension;
(B) We may un-suspend Your Services promptly upon the issue being rectified;
and
(C) You will remain responsible for all Fees incurred during the period of
suspension; and
(k) It is at all times Your responsibility to back up Client Data.
Service Levels
Nagaris shall use commercially reasonable efforts to make the Services and support services
(detailed below) (Support Services) available to You in accordance with the service levels set out
below (Service Levels).
If specified, Nagaris will provide You with the Support Services during the Operating Times set out
below.
Nagaris does not warrant that it will be capable of promptly receiving, processing or otherwise
acting upon a request for support which is made outside these the Operating Times.
When making a request for Support Services, You must give Nagaris a documented example of
the defect or error which demonstrates non-conformity with these Master Service Terms.
Upon Our request, You must give us a listing of output and any other data which Nagaris requires
in order to reproduce operating conditions similar to those present when any alleged defect or error
in the Services was discovered.
Supported services
Support Service | Account related enquiries (login, password reset and deactivation) | Error messages received from our Services (error messages from the web browser and/or operating system are excluded) | General enquiries or training on the operation of the Services |
|---|---|---|---|
Service Levels | Within one Business Day. | First response within one (1) to two (2) Business Days. If a genuine bug is found, a timeframe for completion will be provided on a case-by-case basis. | Within one (1) to three (3) Business Days depending on the query. |
Operating Times | Business Days, 9am to 5pm (Sydney time) | Business Days, 9am to 5pm (Sydney time) | Business Days, 9am to 5pm (Sydney time) |
Exclusions
Support Services to be provided by Nagaris under these Master Service Terms do not include:
(a) correction of errors or defects caused by operation of the Services in a manner other than
that currently specified by Nagaris;
(b) correction of errors or defects caused by modification, revision, variation, translation or
alteration of the Services not authorised by Nagaris;
(c) correction of errors or defects caused by the use of the Services by a person not authorised
by Nagaris or its licensors;
(d) correction of errors caused in whole or in part by the use of computer programs other than
the Services;
(e) correction of errors caused by Your (including the Users) failure to provide suitably qualified
and adequately trained operating and programming staff for the operation of the Services;
(f) training of operating or programming staff;
(g) rectification of operator errors;
(h) rectification of errors caused by incorrect use of the Services;
(i) rectification of errors caused by an equipment fault;
(j) equipment maintenance;
(k) diagnosis or rectification of faults not associated with the Services;
(l) furnishing or maintenance of accessories, attachments, supplies, consumables or associated
items, whether or not manufactured or distributed by Nagaris or its licensors;
(m) correction of errors arising directly or indirectly out of Your (including the Users) failure to
comply with these Master Service Terms or any other agreement with Nagaris or its
licensors; or
(n) correction of errors or defects which are the subject of a warranty under another agreement.