Master Subscription Agreement

1. Services and Support

1.1. Services. "Services" means the Build Standard construction compliance, governance, Minimum Financial Requirements (MFR), Project Execution (ITP), Handover & Defects and Trust Center products made available to Customer. Build Standard will make the Services available to Customer for the service period specified on the applicable Order Form or digital checkout ("Service Period").

1.2. Support. Build Standard will provide commercially reasonable technical support during the Service Period.

2. Fees, Payment, and Taxes

2.1. Fees. "Fees" means the fees payable by Customer for the Services, including base subscription fees (e.g., Trust Center base) and any per-project or usage-based tollbooth fees. Fees are non-cancelable and non-refundable. If Customer pays via credit card, Build Standard (via its payment processor, e.g., Stripe) will automatically bill that payment method for renewals and project additions.

2.2. Non-Payment. In the event of non-payment for fifteen (15) days after the due date, Build Standard reserves the right to (i) immediately suspend Customer's access to the Services (including disabling any public-facing Trust Center links) and/or (ii) charge interest on past due amounts at 1.5% per month or the maximum rate permitted by law.

2.3. Australian GST. Unless otherwise expressly stated, all Fees are exclusive of any Goods and Services Tax ("GST"). If GST is payable on any supply made under this MSA, Customer must pay Build Standard an additional amount equivalent to the GST at the time that payment to Build Standard is due, subject to Build Standard issuing a valid Tax Invoice in accordance with the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

3. Term and Termination

3.1. Term and Renewal. This MSA remains in effect until all subscriptions expire or are terminated. Unless otherwise stated, subscriptions will automatically renew for successive periods equal to the expiring Service Period unless either Party provides notice of non-renewal at least thirty (30) days prior to the expiration date.

3.2. Termination for Cause. A Party may terminate this MSA for cause: (a) upon 10 days' written notice of a material breach if such breach remains uncured; (b) if the other Party suffers an insolvency event (e.g., enters into administration, liquidation, or receivership under the Corporations Act 2001 (Cth)); or (c) immediately by Build Standard if Customer violates Section 4.3 (Prohibited Uses).

3.3. Effect of Termination. Upon termination, Customer will lose access to the Services, and any public Trust Center links will instantly deactivate. Build Standard has no obligation to retain Customer Information after termination.

4. Ownership, License, and Trust Center Usage

4.1. Ownership. Build Standard retains all Intellectual Property Rights in the Services, templates, ITP workflows, and aggregated platform data. Customer retains all Intellectual Property Rights in the documents, financial data, and photos they upload ("Customer Information").

4.2. Trust Center & External Sharing. The Services include features allowing Customer to generate a "Trust Link" to publicly share their compliance, insurance, and financial profile with third parties (e.g., banks, clients, auditors). Customer is solely responsible for determining what Customer Information is shared via the Trust Center. Build Standard bears no liability for any disclosure of Customer Information resulting from Customer's deliberate sharing of their Trust Link.

4.3. Prohibited Uses. Customer will not: (a) reverse engineer or copy the Services; (b) use the Services to circumvent actual on-site building, safety, or plumbing regulations; (c) upload fraudulent or doctored compliance documents, insurances, or financial statements; (d) introduce malicious code; or (e) share access credentials with unauthorized users.

4.4. AI Features. Build Standard may offer features leveraging artificial intelligence (e.g., AI Corporate Policy Generation). Outputs are generated for Customer's convenience and do not constitute formal legal or HR advice. Customer is solely responsible for reviewing, editing, and ratifying any AI-generated policies before adopting them as official company documentation.

5. Confidentiality

Each Party agrees to protect the other Party's Confidential Information using the same degree of care it uses for its own, but no less than reasonable care. Build Standard will not use Customer Information except to provide and improve the Services. Confidential Information does not include information that is publicly known (such as data Customer actively publishes on their Trust Center), independently developed, or obtained from a third party without breach of confidentiality.

6. Data Sovereignty and Privacy

6.1. Australian Data Hosting. Build Standard will implement appropriate technical and organizational measures to protect Customer Information. Core database infrastructure holding sensitive Customer Information (e.g., financials, ITP photos, licenses) will be hosted in data centers located within Australia to ensure data sovereignty.

6.2. Privacy Act. Both Parties agree to comply with the Privacy Act 1988 (Cth) and the Australian Privacy Principles (APPs) with respect to the collection, use, and handling of any Personal Information processed via the Services.

7. Warranties and Statutory Guarantees (Australian Consumer Law)

7.1. Australian Consumer Law. Nothing in this MSA excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred by the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) or any other applicable law that cannot be excluded, restricted, or modified by agreement.

7.2. Limitation of Statutory Guarantees. To the extent permitted by law, Build Standard's liability for a failure to comply with a non-excludable statutory guarantee is limited, at Build Standard's option, to: (a) the supplying of the Services again; or (b) the payment of the cost of having the Services supplied again.

7.3. Industry Disclaimer (CRITICAL). BUILD STANDARD PROVIDES A SOFTWARE PLATFORM FOR COMPLIANCE DOCUMENTATION AND GOVERNANCE. BUILD STANDARD IS NOT A LAW FIRM, ACCOUNTING FIRM, REGISTERED BUILDING SURVEYOR, OR REGULATORY BODY. THE SERVICES DO NOT CONSTITUTE LEGAL, FINANCIAL, OR ENGINEERING ADVICE. CUSTOMER REMAINS SOLELY AND EXCLUSIVELY RESPONSIBLE FOR ENSURING THAT THEIR ACTUAL ON-SITE BUILDING WORK, FINANCIAL REPORTING, AND OPERATIONS COMPLY WITH ALL RELEVANT STATE LEGISLATION (INCLUDING THE REQUIREMENTS OF THE VICTORIAN BUILDING AND PLUMBING COMMISSION (BPC), THE VBA, AND APPLICABLE BUILDING CODES).

8. Indemnification

8.1. By Build Standard. Build Standard will indemnify Customer against any unaffiliated third-party claims alleging that the software platform itself infringes that third party's Intellectual Property Rights in Australia.

8.2. By Customer. Customer will indemnify and hold Build Standard harmless against any claims, fines, penalties, or losses arising from (a) Customer Information (including the uploading of fraudulent documents); (b) Customer's actual physical building practices, defects, or worksite health and safety incidents; or (c) regulatory fines levied against the Customer by the BPC, VBA, or any other government authority.

9. Limitation of Liability

9.1. Exclusion of Indirect Damages. To the maximum extent permitted by law, neither Party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for any lost profits, lost savings, or loss of reputation arising out of or related to this MSA.

9.2. Liability Cap. Except for Customer's obligation to pay Fees, either Party's indemnification obligations under Section 8, or breaches of Confidentiality, each Party's total aggregate liability arising out of this MSA will not exceed the total Fees paid by Customer to Build Standard in the twelve (12) months preceding the event giving rise to the claim.

10. Miscellaneous

10.1. Governing Law & Jurisdiction. This MSA is governed by the laws in force in the State of Victoria, Australia. The Parties submit to the exclusive jurisdiction of the courts of Victoria and the Commonwealth courts operating in Melbourne.

10.2. Assignment. Neither Party may assign this MSA without prior written consent, except in connection with a merger, acquisition, or sale of all or substantially all assets.

10.3. Publicity. Build Standard may use Customer's name and logo to identify Customer as a client on its website and marketing materials unless Customer explicitly opts out in writing.

10.4. Entire Agreement. This MSA, together with any Order Forms, constitutes the entire agreement between the Parties and supersedes all prior representations, whether oral or written.