Master Services Agreement (MSA) – Software Services

This Master Services Agreement is between Nigel Price and Elizabeth Price, trading as Digital Discovery Group, referred to in this Agreement as the ‘Developer’, and the individual or entity that accepts a proposal, quotation, statement of work, or invoice issued by the Developer, or otherwise engages the Developer’s services, referred to as the ‘Client’.

1. Structure of Agreement

This Agreement governs all software development, consulting, infrastructure, automation and related services provided by the Developer.

Specific projects will be defined in a written proposal, quotation, or Statement of Work ("SOW").

In the event of inconsistency:

  • The SOW prevails for scope and pricing only.

  • This Agreement prevails for legal, intellectual property and liability terms.

This Agreement incorporates the Developer’s Website General Terms and Conditions, as updated from time to time.

2. Services

The Developer may provide:

  • Custom software development

  • AI-assisted development

  • Cloudflare-based infrastructure configuration

  • API development and integrations

  • Automation and workflow systems

  • Hosting and operational deployment

  • Consulting services

All services are provided within the Developer’s nominated operational environment unless otherwise agreed in writing.

The Developer does not warrant compatibility outside its supported infrastructure.

3. Payment

All fees must be paid in accordance with:

  • The applicable SOW or proposal; and

  • The Website General Terms and Conditions.

Unless otherwise agreed in writing, all work is charged in line with the Developer’s standard consulting hourly rates as published or quoted.

Failure to pay constitutes a material breach.

The Developer may suspend development, disable services, restrict access, or revoke licence rights for non-payment.

No licence rights are granted until payment obligations are satisfied.

4. Intellectual Property

4.1 Ownership

  • All Intellectual Property created in connection with the Software, including source code, architecture, workflows, automation logic, database structures and deployment systems, remains the sole property of Digital Discovery Group.

  • Payment does not constitute transfer or assignment of copyright.

  • No payment guarantees ownership of source code.

4.2 Assignment by Exception

Intellectual Property will only transfer to the Client if:

a) A formal Deed of Assignment of Copyright is executed by both parties; or

b) Transfer is required by law.

Absent written assignment, all rights remain with the Developer.

5. Licence

Subject to compliance with payment terms, the Client is granted a non-exclusive, non-transferable, revocable licence to use the operational Software for internal business purposes.

  • The Client does not own the Software.

  • The Client is granted a non-exclusive, non-transferable, revocable licence to access and use the operational version of the Software solely for its internal business purposes, subject to full compliance with this Agreement and payment of all fees.

  • This licence does not include ownership of, or access to, the source code, underlying architecture, development frameworks, or proprietary tooling.

The licence:

  • Does not include source code ownership

  • Does not permit redistribution

  • Is conditional on ongoing compliance with this Agreement

6. Third-Party and Open Source Components

6.1 The Software may incorporate or rely upon:

  • Third-party licensed software

  • Open-source libraries

  • APIs and development frameworks

  • Cloud infrastructure services, including but not limited to Cloudflare

6.2 The following terms apply to all third-party and open-source components used in connection with the Software:

  • All third-party software, infrastructure services and open-source components remain the property of their respective owners and are governed by their own licence terms and conditions.

  • The Client acknowledges that certain third-party components may require separate agreements, subscriptions or acceptance of terms directly with the relevant provider.

  • The Client is solely responsible for complying with all applicable third-party licence terms, usage restrictions and payment obligations.

  • This Agreement does not transfer ownership of any third-party software and does not replace, modify or override any third-party agreements.

  • The Developer is not responsible for changes in pricing, availability, functionality, security standards or licence terms imposed by third-party providers.

  • The Developer makes no warranties regarding the performance, uptime or reliability of third-party software or infrastructure services.

6.3 The Developer is not required to provide:

  • Raw source repositories

  • Proprietary development tools

  • Internal frameworks or system architecture

  • AI prompts, AI-assisted workflows or automation scripts

  • Open-source code bases beyond what is required for operational deployment

  • Non-licensed or internal development components

The Client purchases a functional and operational solution, not the underlying development assets or third-party components.

7. AI-Assisted Development

  • The Developer may use AI-assisted development tools in the creation of Software.

  • All resulting Intellectual Property remains owned by the Developer.

8. Data Protection

  • The Developer will take reasonable technical and organisational measures to protect data processed within the Software environment.

  • Where the Client provides personal information, the Client warrants that it has obtained all necessary consents and complies with applicable privacy laws.

  • The Developer does not act as a data custodian beyond the scope of services agreed.

  • The Client acknowledges that cloud infrastructure services (including Cloudflare and other third-party providers) may store or process data in accordance with their own terms and policies.

9. Service Level Agreement (SLA)

Unless otherwise agreed in writing:

  • Support is provided during standard Australian business hours only.

  • No after-hours, weekend or public holiday support is included.

  • Response times are commercially reasonable but not guaranteed.

  • All support, updates, fixes or enhancements are charged in line with standard consulting hourly rates unless covered by a separate support agreement.

The Developer does not guarantee uninterrupted availability or uptime.

10. Client Obligations

The Client must:

  • Provide accurate information

  • Cooperate reasonably

  • Not attempt to reverse engineer, copy, decompile or extract proprietary logic

  • Not resell or sublicense the Software without written consent

11. Confidentiality

Each party must keep confidential any non-public information disclosed in connection with services.

This obligation survives termination.

12. Limitation of Liability

To the extent permitted by law:

  • The Developer’s liability is limited to the fees paid for the relevant services.

  • The Developer does not warrant uninterrupted or error-free operation.

Nothing in this Agreement excludes rights under Australian Consumer Law.

13. Suspension and Termination

The Developer may suspend or terminate services for:

  • Non-payment

  • Breach of Agreement

  • Misuse of services

Termination does not transfer Intellectual Property ownership.

14. Governing Law

This Agreement is governed by the laws of New South Wales, Australia.

End of Agreement.

Version 1: 2026