Master services agreement.

Parties. This agreement is made between Louis Pont trading as Kybos (ABN 40 798 701 909) (Kybos) and ______________________________ (Customer's legal name, ABN or ACN and address) (Customer).

Effective date: ______________. Customer contract contact: ______________ (name and email). Kybos contract contact: info@kybos.au.

1. How this agreement works

1.1 This agreement governs each statement of work or order form signed by both parties (Order Form). An Order Form must identify the services, deliverables, site, assumptions, fees, payment schedule, hosting term where relevant, and any agreed acceptance criteria or measurement tolerance. A quote becomes an Order Form only if it says it is under this agreement and both parties accept it in writing, including by an agreed electronic acceptance method.

1.2 The parties may agree separate Order Forms for physical capture, Construction Dossier, point clouds, Scan-to-BIM, Site Atlas setup and hosting, repeat captures, support, or hardware. No item is included merely because it appears in Kybos marketing material. Hardware supplied under an Order Form is also subject to the Refund Policy, with non-excludable rights prevailing.

1.3 If documents conflict, the following order applies: the Data Processing Agreement for processing of Customer Personal Information; the relevant Order Form for its scope, price, term and expressly stated variations; this agreement for all other matters. Kybos's public Terms of Service apply to website visitors and transactions without a signed master agreement; they do not override this agreement.

1.4 A variation to an Order Form, including an extra visit, area, file format, capture stage, rework or hosting period, requires written agreement about its scope, price and timing before Kybos must perform it. Email is sufficient for a variation if both authorised contacts approve it.

2. Services and timing

2.1 Kybos will perform the agreed services with due care and skill, using personnel suitably qualified for the work, and deliver the items expressly identified in the Order Form. Any delivery time is an estimate unless the Order Form expressly makes it a binding milestone. Both parties will promptly notify the other of circumstances likely to affect a milestone.

2.2 Customer will provide accurate plans, scope and site information, a safe and lawful site, timely access, required inductions and approvals, and a contact able to make site decisions. Customer will identify restricted areas and known hazards. Kybos may stop or reschedule work where conditions are unsafe, access is unavailable, or drone operations cannot lawfully or safely proceed. Kybos will explain the reason and the parties will agree a practical revised date and any reasonable, evidenced extra costs before they are charged.

2.3 Customer is responsible for notifying occupants, neighbouring owners, workers and other affected people, and obtaining lawful permissions for site access, drone capture, recording, publication and sharing of images or information that Customer instructs Kybos to process. Kybos remains responsible for permissions and obligations imposed directly on Kybos by law, including its own aviation operations.

2.4 Deliverables record only conditions visible or otherwise captured at the time and within the agreed scope. Unless an Order Form expressly commissions a separately qualified service, they are documentation rather than a structural, engineering, building, pest, safety, defect, cadastral or legal boundary survey, certificate or compliance sign-off. Measurements and overlays may contain capture, registration, source-plan and display error. A specified tolerance applies only to the stated method, area and conditions in the Order Form. Customer must obtain any professional inspection or registered survey needed for a decision requiring one.

2.5 Customer will review a deliverable within 10 business days after delivery and describe any material failure against the agreed specifications in reasonable detail. Kybos will investigate and, where responsible, correct or reperform the affected work within a reasonable time. Acceptance, payment or the end of the review period does not remove rights for latent problems or non-excludable statutory guarantees.

3. Site Atlas

3.1 Where ordered, Site Atlas is a browser-based hosted project map that may combine captures with lot, building or apartment data, plans, photos, reports, brochures, tours, defects, status and enquiry information. The Order Form must state who supplies and verifies each input and which features, integrations, capture dates, hosting and support are included. Kybos may use third-party infrastructure and viewers to provide it, subject to this agreement and the Data Processing Agreement.

3.2 Customer controls whether its project is off, available by shared project password, or open by link, to the extent those settings are provided for the project. Customer is responsible for the sharing setting it requests, the people to whom it gives a link or password, and promptly telling Kybos if access must be restricted. A shared password is not individual user authentication. Kybos will take reasonable steps to apply an authorised change in a timely manner; the parties should specify any critical access deadline in the Order Form.

3.3 Customer must review the accuracy, legality and rights to use its lot data, claims, prices, availability, plans, images, documents and public-facing listings. Kybos does not verify title, official boundaries, regulatory status, sale terms or the accuracy of third-party data unless the Order Form expressly says so. Map boundaries and displayed measurements are for orientation and are not a registered survey.

3.4 Customer may receive enquiries generated through its Atlas project. The Order Form must identify the destination email or system and who will respond to enquirers. Customer must provide any privacy notice and marketing consent wording required for its use of enquiry data. Kybos will not use Customer enquiry data for its own marketing without an independent lawful basis.

3.5 Kybos will use reasonable care to provide the hosted service, maintain appropriate security, and notify Customer of planned material interruptions where practicable. No uptime percentage, recovery time, support hours, backup interval or data residence commitment applies unless recorded in the Order Form or the Data Processing Agreement. The parties will agree a practical process for reporting and resolving incidents.

3.6 The Order Form must state the initial hosting period, renewal method and fees, and whether the offline add-on is included. Files Customer can keep (exports and offline copies) are supplied only with the offline add-on, which must be chosen when the Order Form is accepted because it determines the capture and processing technology used. Project files are deleted 90 days after the hosting period ends. Kybos will give 30 days' notice before a paid renewal or material price change and allow Customer to decline renewal without a new fee. On expiry, Kybos will deliver any offline copy included in the Order Form, subject to payment of undisputed amounts and the Data Processing Agreement. A hosted Atlas is not a promise of perpetual online access.

4. Fees and payment

4.1 Fees, milestones, any deposit, travel, hosting, third-party licences and GST treatment are stated in the Order Form. Unless stated otherwise, fees are in Australian dollars and exclusive of GST. Kybos may invoice only for agreed items and approved variations. No general price change affects an accepted fixed-fee Order Form.

4.2 Unless the Order Form says otherwise, an undisputed invoice is payable within seven days of issue. Customer must raise a genuine dispute promptly with reasons and pay the undisputed part on time. The parties will work in good faith to resolve a disputed amount. Kybos may charge reasonable recovery costs actually incurred and simple interest at 10% per year (or the lower maximum permitted by law) on an overdue undisputed amount after written notice.

4.3 If an undisputed amount remains unpaid 14 days after written notice, Kybos may suspend the affected service on further reasonable notice where lawful and proportionate. Kybos will restore it promptly after payment or resolution. Suspension will not be used to prevent access to personal information required by law or to defeat a statutory remedy.

5. Intellectual property and permitted use

5.1 Customer retains ownership of the plans, information, images and other materials it provides (Customer Materials). Customer grants Kybos and its approved subcontractors a limited licence to use them to perform the services, operate the ordered project, comply with law, and provide agreed support. Customer warrants that it has the rights needed for that use.

5.2 Kybos retains its pre-existing tools, templates, software, methods, platform configuration and know-how (Kybos Materials). Records hosted on a third-party 3D platform are owned by that platform's provider under its own terms; Site Atlas projects and other deliverables created by Kybos are owned by Kybos. Payment does not transfer ownership, except for an offline copy supplied under the offline add-on: Customer owns that delivered copy, may use it indefinitely and may pass it on with the property, with a perpetual licence to any Kybos Materials embedded in it. During the hosting term Customer has a licence to use and share hosted deliverables for the documented site and related design, construction, ownership, maintenance, finance, insurance, sale and dispute purposes.

5.3 During the paid hosting term, Customer and the viewers it authorises may access its Site Atlas project for the purposes in the Order Form. Kybos may suspend or end access only for unpaid fees, misuse, a security or legal issue, or a third-party platform changing or ending its service, on 14 days' notice (immediately where security or law requires). If Kybos ends access other than because of Customer, or a platform ends its service, Kybos will move the project where practicable or refund unused prepaid hosting fees. Customer must not resell the platform, defeat access controls, introduce malicious code or use it unlawfully.

5.4 Kybos may use project captures, imagery and the project's name in its portfolio, website, social media and case studies unless the Order Form or a later written notice from Customer says otherwise; Customer's name, logo or branding only with Customer's permission. Kybos will not publish personal information that identifies an individual without the permission the law requires.

6. Privacy, confidentiality and security

6.1 Each party will comply with applicable privacy law. The parties will sign or incorporate the Data Processing Agreement before Kybos processes personal information in Customer-controlled Site Atlas content or enquiries on Customer's behalf. Kybos handles its own business contacts and website visitors as described in its Privacy Policy.

6.2 Each party will keep the other's non-public business, technical, financial and project information confidential; use it only for this agreement; and disclose it only to people who need it and are bound to confidentiality, or as law requires. This duty does not apply to information already public through no breach, independently developed, or lawfully received without restriction. The duty continues for 3 years after expiry, and longer for personal information and trade secrets while protected by law.

6.3 Kybos will maintain reasonable administrative, technical and physical measures appropriate to the information and service. Specific measures, incident notification, subprocessors, international transfers, return and deletion of Customer Personal Information are governed by the Data Processing Agreement. Neither party will represent that a third-party platform or internet service is risk free.

7. Warranties, remedies and liability

7.1 Each party warrants that it has authority to enter this agreement. Kybos warrants that services will be supplied with due care and skill and substantially as agreed in the Order Form. Customer warrants that its instructions and Customer Materials do not knowingly infringe rights or law. Each party will promptly tell the other of a material breach and give a reasonable opportunity to remedy it where remedy is possible.

7.2 Nothing in this agreement excludes, restricts or modifies any Australian Consumer Law guarantee or other right that cannot lawfully be excluded. Where the law permits a limitation for services not ordinarily acquired for personal, domestic or household use, any election to resupply services or pay the cost of resupply applies only where fair and reasonable in the circumstances.

7.3 To the extent permitted by law, each party's aggregate liability arising from an Order Form is limited to the fees paid or payable under that Order Form in the 12 months before the event giving rise to the claim. This cap does not limit Customer's obligation to pay agreed fees, either party's fraud or wilful misconduct, liability for death or personal injury caused by negligence, or liability that cannot lawfully be limited. The same cap applies to confidentiality, data protection, intellectual property and third-party claims unless the Order Form states otherwise.

7.4 Neither party is liable for the other's lost profit, lost opportunity or indirect loss to the extent law permits and the loss was not reasonably foreseeable when the Order Form was made. This does not exclude direct, reasonably incurred costs of restoring data, remediating an incident or obtaining a statutory remedy where liability exists.

7.5 Customer indemnifies Kybos against a third-party claim to the extent caused by Customer Materials or Customer's unlawful publication or sharing instructions. Kybos indemnifies Customer against a third-party claim to the extent Kybos Materials created by Kybos infringe that party's Australian intellectual property rights. Each indemnity is reduced to the extent the other party caused or failed reasonably to mitigate the loss. The indemnified party must give prompt notice and reasonable control of the defence, without agreeing a settlement that imposes obligations on the other party without consent.

8. Term, cancellation and exit

8.1 This agreement starts on the Effective Date and continues until terminated. Each Order Form runs for its stated term. Either party may terminate an Order Form for a material breach not cured within 14 days after a notice describing the breach, or immediately if the breach cannot be cured or continued performance would be unlawful. Either party may terminate for the other's insolvency to the extent permitted by law.

8.2 Customer may cancel or reschedule a site booking under the agreed Order Form cancellation schedule or the Refund Policy. Any charge must reflect work performed or reasonable, non-recoverable costs and must be disclosed before acceptance. Customer may end a Site Atlas subscription at the end of its current term by giving the notice stated in the Order Form. If Kybos materially fails to supply the service, Customer retains contractual and statutory remedies, including a refund where required by law.

8.3 On expiry or termination, Customer pays for conforming work performed and approved non-recoverable commitments up to the effective date, subject to remedies and set-off rights. Kybos will refund prepaid amounts for services it will not provide where required by law or by an agreed cancellation right. The parties will cooperate on return, export, deletion and transition of information under the Order Form and Data Processing Agreement.

9. Insurance, disputes and general terms

9.1 Each party will maintain only the insurance expressly stated for it in the Order Form. Any request for evidence must be met by a current insurer-issued certificate of currency or policy schedule. This agreement makes no representation that Kybos currently holds cyber liability insurance. Customer may require a particular policy or limit as a condition of a future Order Form, to be agreed before acceptance.

9.2 A party raising a dispute will give written details. Senior representatives will try to resolve it within 10 business days; if unresolved, either party may propose mediation in New South Wales before proceedings. Either party may seek urgent relief or enforce a debt or non-excludable right without waiting for mediation.

9.3 Neither party is liable for delay caused by an event beyond its reasonable control if it promptly gives notice, takes reasonable steps to reduce the impact and resumes performance when possible. If the event prevents a material part of an Order Form for more than 30 days, either party may terminate that affected Order Form, with fees adjusted for work actually performed and rights under law preserved.

9.4 This agreement and the Order Forms are governed by New South Wales law, and the courts of that State have non-exclusive jurisdiction. Notices must be sent to the contract contacts above or any updated address given in writing. A change to this agreement requires written agreement of both parties. If a term is invalid, the rest continues so far as the bargain remains workable. Neither party may assign this agreement without the other's reasonable consent, except to a successor that assumes its obligations. This agreement, the Order Forms and incorporated Data Processing Agreement are the entire agreement for their subject matter.

Order Form checklist

Customer entity, site and authorised contacts; commencement date and term.

Capture stages, areas, equipment method, deliverables, file formats, source data and required tolerance.

Site dependencies, access, weather/drone contingency, milestones and acceptance criteria.

Site Atlas features, sharing mode, data owner, enquiry destination, support, hosting location, third-party providers, backup and restoration commitments.

Fees, GST, deposit, travel, payment milestones, hosting renewals, cancellation charges and any service levels.

Data export format, exit assistance, retention and deletion periods; Data Processing Agreement schedule.

Insurance each party must actually hold, liability cap and any separately negotiated carve-outs.

Signatures

Kybos: Louis Pont trading as Kybos (ABN 40 798 701 909) Signature: ____________________ Name/title: ____________________ Date: __________

Customer: ______________________________ Signature: ____________________ Name/title: ____________________ Date: __________