Master Services Agreement

1. How we work together: scope via SOW

In short: We define each project in a written proposal or SOW; this agreement sets the standing terms.

Our typical engagement flows from Discovery (including an AI discovery chat on our website), to Mapping, to a written Proposal or SOW, then Build, then Deliver and support.

The specific services, deliverables, timeline, fees and acceptance criteria for each project are set out in the applicable SOW. This agreement provides the standing terms that apply to all SOWs between us.

We will use reasonable care and skill to deliver the services described in each SOW. We are not obliged to perform work that is outside the agreed scope unless we agree a change in writing.

2. Fees and payment

In short: You pay the fees set out in the applicable SOW, on the terms stated there.

You agree to pay the fees set out in the applicable proposal or SOW. Pricing is flexible and is agreed per project, so the fee model (for example fixed price, milestone-based or time-based) will be stated in the relevant SOW.

Unless the SOW says otherwise, fees are exclusive of GST and any third-party costs (such as hosting, AI usage, or messaging and banking integrations), which are payable by you.

Invoices are payable by the date stated on the invoice or in the SOW. We may suspend work or withhold deliverables if undisputed invoices remain unpaid, and full ownership of bespoke deliverables transfers only on full payment (see the Intellectual property section).

3. Your responsibilities and dependencies

In short: The project depends on you giving us accurate information, timely access and decisions.

Our ability to deliver depends on your cooperation. You are responsible for the matters below, and delays or inaccuracies on your side may affect timelines and fees.

• Providing accurate, complete and timely information, access and approvals (including access to systems such as Xero, job-management tools and customer records where the SOW requires it).
• Making your own business, financial and legal decisions; our software and any AI output supports your decisions but does not replace them.
• Ensuring your own legal and regulatory compliance, including obtaining any consents needed for us to access systems or process personal information.
• Reviewing and accepting deliverables within the timeframes set out in the SOW.
• Maintaining your own backups and keeping your own credentials and accounts secure.

4. Intellectual property

In short: You own the bespoke deliverable on full payment; we keep our reusable tools and licence them to you.

On full payment of all fees due under the relevant SOW, you own the bespoke deliverable that we create specifically for you under that SOW.

Buildloop retains all rights in its pre-existing and background materials, including its tools, frameworks, libraries, know-how, methods, and reusable or generic components ('Buildloop Materials'). Where Buildloop Materials are embedded in or needed to use the deliverable, we grant you a non-exclusive, perpetual, royalty-free licence to use them as part of the deliverable for your business purposes.

Open-source and third-party components remain subject to their own licences. We will use reasonable efforts to use components on terms compatible with your intended use.

5. Limited warranty

In short: We warrant reasonable care and skill only; we do not warrant the software is error-free.

We warrant that we will perform the services with reasonable care and skill. This is the only warranty we give about the services.

To the maximum extent permitted by law, we do not warrant that any software or AI feature will be error-free, uninterrupted, secure, or fit for any purpose beyond what is described in the SOW. Software is complex and integrates with systems and third-party services we do not control.

Where we agree a defect-remedy period in the SOW, our obligation for defects reported in that period is to use reasonable efforts to correct material defects that we can reproduce, which is your sole remedy for those defects.

6. Exclusion of certain losses

In short: We are not liable for indirect or consequential loss, including lost profit, revenue or data.

To the maximum extent permitted by law, neither party is liable to the other for any indirect, consequential, special or incidental loss, or for any loss of profit, revenue, business, goodwill, anticipated savings or data, however arising, whether in contract, tort (including negligence) or otherwise.

7. Cap on liability

In short: Our total liability is capped; the exact figure is to be confirmed.

To the maximum extent permitted by law, Buildloop's total aggregate liability to you arising out of or in connection with this agreement and all SOWs, however arising, is limited to the total fees you paid to BuildLoop NZ Limited for the relevant services in the three months immediately before the event giving rise to the claim.

Nothing in this agreement limits liability that cannot lawfully be limited, including liability for fraud or for certain statutory liabilities that cannot be excluded.

8. Third-party services

In short: We are not liable for third-party services such as Xero, AI providers, hosting, banking or messaging.

Our software often integrates with third-party services that we do not control, including Xero, AI providers (such as Anthropic and OpenAI), hosting providers, New Zealand open-banking services, and messaging providers (such as Twilio and Modica).

To the maximum extent permitted by law, we are not liable for the acts, omissions, availability, performance, security, changes, outages or pricing of any third-party service. If a third party changes or discontinues its service, additional work to adapt the software may be required and may be chargeable.

9. Artificial intelligence: how AI features work and their limits

In short: AI outputs can be wrong, need human review, and must not be solely relied on.

Some deliverables use AI to generate suggestions, drafts, classifications or other outputs. AI outputs can be inaccurate, incomplete or unpredictable, and may reflect limitations in the underlying models or data.

AI outputs must be reviewed by a competent human before being relied on, and a human must remain in the loop for any consequential decision. You must not rely on AI output as your sole basis for a decision.

To the maximum extent permitted by law, Buildloop is not liable for decisions you or your people make based on AI output, or for the accuracy of AI output itself. Some AI processing may occur offshore (see the Data protection and privacy section).

10. Acceptance and testing

In short: Deliverables are accepted against the SOW criteria within the agreed review window.

We will deliver against the acceptance criteria set out in the SOW. You should test each deliverable against those criteria within the review period stated in the SOW.

If you do not notify us of material non-conformance with the acceptance criteria within the review period, the deliverable is treated as accepted. Use of a deliverable in your live operations also constitutes acceptance.

11. Support and maintenance

In short: Ongoing support is optional and arranged separately, not assumed.

Unless an SOW or a separate support agreement says otherwise, delivery of a project does not include ongoing support, maintenance, monitoring or updates.

We are happy to provide support and maintenance under a separate or optional arrangement, with its own scope and fees. Without such an arrangement, further work is provided on a new SOW or on a time-and-materials basis.

12. Confidentiality

In short: Each party keeps the other's confidential information confidential.

Each party may receive confidential information from the other, including business information, systems access, data and the terms of each SOW. Each party agrees to keep the other's confidential information confidential, to use it only for the purposes of the engagement, and to protect it with reasonable care.

Confidentiality does not apply to information that is or becomes public other than through breach, was already known, is independently developed, or must be disclosed by law. These obligations survive termination.

13. Data protection and privacy roles

In short: For your customers' personal information, you are the controlling agency and we act on your behalf.

Where our software processes personal information about your own customers or contacts, you are the agency that controls that information under the Privacy Act 2020, and Buildloop processes it on your behalf and on your instructions.

You are responsible for ensuring you have a lawful basis and any necessary consents for the personal information you ask us to access or process, and for your own privacy compliance. We will handle that information in line with our Data Security statement and the SOW.

Some processing and hosting, including AI processing, may occur offshore. You authorise the cross-border disclosures reasonably needed to provide the services, consistent with Information Privacy Principle 12 of the Privacy Act 2020. Each party will comply with its own obligations under that Act.

14. Consumer Guarantees Act and Fair Trading Act (business clients)

In short: For business clients, the CGA and certain FTA provisions are contracted out of where the law allows.

You acknowledge that you acquire the services in trade, for the purposes of a business, and that it is fair and reasonable for the parties to be bound by this clause.

To the maximum extent permitted by law, the guarantees and rights under the Consumer Guarantees Act 1993 do not apply to the services, and sections 9, 12A, 13 and 14(1) of the Fair Trading Act 1986 are excluded, on the basis that both parties are in trade and the agreement is in writing.

This clause does not apply to the extent you acquire the services as a consumer, and nothing in this agreement excludes liability or rights that cannot lawfully be excluded.

15. Termination

In short: Either party can end the agreement for unremedied breach or insolvency, with fees due for work done.

Either party may terminate an SOW or this agreement on written notice if the other materially breaches and does not remedy the breach within a reasonable period after being notified, or becomes insolvent.

On termination, you must pay for all services performed and costs incurred up to the termination date. Clauses that by their nature should survive, including intellectual property, confidentiality, liability and governing law, continue to apply.

16. Force majeure

In short: Neither party is liable for delays caused by events beyond its reasonable control.

Neither party is liable for failure or delay in performing its obligations (other than payment obligations) caused by events beyond its reasonable control, including natural events, outages of third-party services or infrastructure, changes by AI or hosting providers, cyber-attacks, or government action.

The affected party will notify the other and use reasonable efforts to mitigate. If the event continues for an extended period, either party may terminate the affected SOW.

17. Dispute resolution

In short: We try to resolve disputes by good-faith discussion before going to court.

If a dispute arises, the parties will first attempt to resolve it in good faith through discussion between senior representatives. If it cannot be resolved within a reasonable time, the parties will consider mediation in Auckland before commencing court proceedings.

Nothing in this clause prevents either party from seeking urgent interim relief from a court.

18. Governing law and jurisdiction

In short: New Zealand law governs this agreement and its SOWs.

This agreement and each SOW are governed by the laws of New Zealand, and the parties submit to the non-exclusive jurisdiction of the New Zealand courts.

Buildloop is operated by BuildLoop NZ Limited. Notices may be sent to info@buildloop.co.nz.

19. Appendix: Statement of Work (SOW) template

In short: Each project SOW captures these fields so scope and expectations are clear.

Each project is defined by an SOW that incorporates this agreement. A typical SOW includes the following fields.

• Parties and project name: the client entity, Buildloop entity, and a short project title.
• Scope: what is in scope and, importantly, what is out of scope.
• Deliverables: the specific software, features, integrations and any documentation to be provided.
• Timeline: key milestones, target dates and dependencies on the client.
• Fees: the fee model, amounts, payment schedule, GST treatment and third-party costs (hosting, AI usage, messaging, banking).
• Acceptance criteria: how each deliverable will be tested and accepted, and the review period.
• Third-party services and integrations: the external services involved (for example Xero, AI providers, hosting, messaging, banking) and any assumptions about them.
• Data and privacy: what data we will access, the controller/processor roles, and any cross-border processing.
• Support: whether any post-delivery support or maintenance is included, and on what terms.