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 exclude any third-party costs (such as hosting, AI usage, or messaging and banking integrations), which are payable by you. Buildloop is not registered for GST, so no GST is added to fees.

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).

Assistants bought on a monthly subscription are billed as set out in the next sections, not by SOW.

3. Assistant subscriptions: monthly billing

In short: Monthly fees are charged in advance, in New Zealand dollars, through Stripe.

When you buy an assistant, you pay its monthly price in advance at the start of each monthly billing period. Prices are in New Zealand dollars. Buildloop is not registered for GST, so no GST is added. If we register, we will email you at least 30 days before GST is added to your bills.

The price you pay is the one shown when you buy. The AI control centre (which your assistants share) comes with any assistant and is billed with it while you have at least one assistant.

If you add an assistant part-way through a month, the charge for the rest of that month goes on your next bill.

Payments are taken by Stripe, our payments provider, from the card you save at checkout. Stripe sends an invoice for each payment, and your past invoices are on the Usage and billing page.

If we change a price, new purchases pay the new price. For a subscription you already have, we email you at least 30 days before the new price applies.

When you buy, Stripe's checkout page asks you to accept this agreement before you pay.

4. Usage beyond what is included

In short: Use beyond an assistant's monthly allowance is billed after the month it happens in.

Some assistants include a set amount of use each month. For example, Live chat includes a number of chats each month, and each extra chat costs a set amount. The allowance and the price of each extra one are shown when you buy, and the allowance starts again each billing period.

Other assistants are charged for the work they do. You see this in dollars on the Usage and billing page as it happens.

Usage is billed afterwards: what you use in one billing period goes on the following bill.

5. Failed payments

In short: Stripe retries a failed payment; if a bill stays unpaid, your assistants are paused.

If a payment fails, Stripe tries the card again automatically over the following days, and Buildloop shows a notice so you can update your card. Your assistants keep working while Stripe retries.

If the bill is still unpaid after the retries, your subscription ends and your assistants are paused. Your settings are kept, and paying the bill turns your assistants back on.

6. Cancelling and refunds

In short: A removed assistant runs until the end of the month you have paid for; part-months are not refunded.

An owner or admin of your business can remove an assistant at any time on the Your assistants or Usage and billing page. It keeps working until the end of the billing period you have paid for, then it ends. Until then you can choose to keep it.

To remove your last assistant, cancel your plan on the Usage and billing page. This opens Stripe's billing page, and your plan ends at the end of the period you have paid for.

Monthly fees already paid are not refunded part-way through a month. Usage up to the day an assistant ends is charged on your final bill.

7. Vouchers

In short: A voucher takes money off the monthly price as stated on it, and has no cash value.

A voucher reduces your monthly price by the amount and for the time stated on the voucher. It covers usage only if the voucher says so. When it ends, you pay the full price.

A voucher given with an invite reduces the monthly price only. It never reduces the build fee or the customisation and configuration fee.

Vouchers cannot be exchanged for cash. Buildloop may end a voucher scheme at any time.

8. Set-up, early access and build fees

In short: A ready-made assistant has a one-off set-up and configuration fee, agreed with you after a short call; a custom build has a build fee. Either can be paid in instalments.

A ready-made assistant has a one-off customisation and configuration fee for its set-up and configuration, depending on how much your business needs. We confirm it in your quote after talking about your business, and set it out in your invite. Work beyond a set-up is a custom build, quoted separately.

While an assistant is in development, or when we build one for you, the invite sets out a one-off build fee instead.

Either fee may be paid in instalments. A NZ$0 fee has none: when you accept, you add the card the monthly price is charged to, and nothing else is charged. Each instalment is a percentage of the fee. The first is paid when you accept, and the rest are charged to the card you saved on the dates in the invite. We email you a reminder before each dated instalment.

The monthly price starts on the day you accept the invite. It is charged in advance on that day, and then on the same date each month, to the card you pay with. Use beyond the monthly allowance is billed after the month it happens in, as set out above. Where an invite sent before 8 November 2026 set a later start date, the monthly starts on that date instead, only Buildloop can move it (we tell you by email when it moves), and use before it is free.

The first payment is not refundable once work has started. The exception is if Buildloop chooses to stop the work: then we refund the first payment and any later instalments you have already paid, and cancel the rest.

If you choose to stop, the remaining instalments are still payable.

If an instalment is still unpaid two weeks after the payment fails, we pause the build or set-up until it is paid. Nothing is deleted. You can pay a failed instalment from the Usage and billing page.

9. 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.

10. 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.

11. 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.

12. 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.

13. Cap on liability

In short: Our total liability is capped at the fees you paid us in the three months before the claim.

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 (including in negligence), is limited to the total fees you paid to Buildloop Limited for the relevant services in the three months immediately before the event giving rise to the claim, or NZ$100 if you paid nothing in that time.

A claim must be notified to us in writing within 12 months of the event giving rise to it. After that, to the maximum extent permitted by law, the claim is barred.

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

14. Your indemnity

In short: You cover us for claims caused by your data, your instructions or your unlawful use.

You indemnify Buildloop against any third-party claim, and the reasonable costs of defending it, to the extent it arises from information, files or instructions you or your people give us, your use of the services in breach of this agreement or the law, or your failure to have a lawful basis or consent for personal information you ask us to process.

15. Our people are not personally liable

In short: Claims are against the company, never against our directors, staff or contractors personally.

You agree that you contract only with Buildloop Limited. To the maximum extent permitted by law, you will not bring any claim arising out of or in connection with this agreement or the services against any director, officer, shareholder, employee or contractor of Buildloop personally, and none of them is personally liable to you.

This clause is for the benefit of each of those people and may be enforced by them under subpart 1 of Part 2 of the Contract and Commercial Law Act 2017.

16. 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 model providers, hosting providers, New Zealand open-banking services (such as Akahu), 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.

17. 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.

Assistants that act in your other systems (for example entering a bill or marking an invoice paid in Xero) start by preparing drafts that a person in your business approves. If you choose to let an assistant act without approval, you accept responsibility for what it does within the rules you set.

To the maximum extent permitted by law, Buildloop is not liable for decisions you or your people make based on AI output, for actions you approved or allowed an assistant to take, or for the accuracy of AI output itself. Your accounting, banking and other source systems remain your records of truth. Some AI processing may occur offshore (see the Data protection and privacy section).

18. 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.

19. 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.

20. 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.

21. 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.

22. 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're buying for your business, so the Consumer Guarantees Act doesn't apply.

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.

23. 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.

24. 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.

25. 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.

26. 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 Limited (NZBN 9429053909787), a New Zealand limited liability company. Notices may be sent to admin@buildloop.co.nz.

27. 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.