Last Updated: May 23, 2026
PLEASE READ THIS MASTER SERVICES AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE INITIALIZING, PURCHASING, OR AUTHORIZING APPLYSMARTS TO COMMENCE SERVICE DEPLOYMENT. BY EXECUTING AN APPLYSMARTS PROPOSAL, PAYING A CONFIGURATION INVOICE, OR INTEGRATING APPLYSMARTS ENDPOINTS WITHIN YOUR COMPUTING ENVIRONMENT, YOU AGREE TO BE UNCONDITIONALLY BOUND BY ALL CLAUSES, MATRICES, AND DISCLAIMERS CONTAINED HEREIN.
“In-Tenant Deployment” means the technical configuration and integration of the Software Infrastructure within the Customer’s owned, licensed, or contracted public cloud environments (including, but not limited to, Microsoft Azure/Fabric, Google Cloud Platform, or Amazon Web Services).
“Software Infrastructure Modules” means Modules 1 through 6 engineered by ApplySmarts as containerized frameworks designed to handle intake, approval routing, attestation gating, OCR parsing, multi-source reconciliation, and audit log generation.
“Prompt Engineering Asset” means the proprietary structural context blocks, instructions, validation tokens, and system parameters created by ApplySmarts to govern the operational alignment of Large Language Models (LLMs) with Australian legislation.
“Regulatory Watchdogs” refers to federal and state statutory compliance monitors in Australia, including but not limited to AUSTRAC, ASQA, APRA, the NDIS Quality and Safeguards Commission, and the Aged Care Quality and Safety Commission.
“Setup Fee” refers to the one-time, fixed engineering fee billed to initiate the Core Tenant Connection and calibrate selected modules.
“Monthly Retainer” refers to the ongoing recurring fee billed monthly to maintain system instructions, patch API linkages, and operate external gateways.
2.1. Customer Data Ownership: ApplySmarts explicitly acknowledges that all operational business records, employee documents, client files, identification parameters, structural logs, and transaction information residing within or passing through the In-Tenant Deployment belong exclusively to the Customer. ApplySmarts asserts zero ownership over Customer data and cannot access, extract, or leverage Customer data outside the operational scope of the active modules.
2.2. ApplySmarts Core Ownership: All proprietary source code, algorithmic execution layers, Python FastAPI logic frameworks, containerization designs, user-interface block configurations, and proprietary Prompt Engineering Assets designed or utilized to construct the Software Infrastructure Modules remain the exclusive Intellectual Property of ApplySmarts. The Customer is granted a non-exclusive, non-transferable, revocable license to execute ApplySmarts assets natively within their private cloud environment strictly for the duration of an active, paid Monthly Retainer.
3.1. Provision of Access: To facilitate implementation, the Customer must grant ApplySmarts secure, scoped, identity-verified remote administrative permissions into their cloud ecosystem (e.g., Azure IAM Roles, AWS IAM Access). The Customer retains complete capability to audit, monitor, or revoke these access vectors at any time.
3.2. Cloud Infrastructure Costs: Because the Software Infrastructure operates directly inside the Customer’s cloud tenancy, the Customer is directly and completely responsible for all underlying compute, database, network throughput, storage, and API token utilization charges billed by third-party cloud utilities (Microsoft, AWS, Google Cloud, OpenAI, or Anthropic). ApplySmarts is not liable for infrastructure cost variations resulting from high system transaction volumes.
4.1. Payment Terms: Setup Fees are billed instantly upon agreement signature. ApplySmarts will not authorize initial tenant infrastructure connections until the Setup Fee payment clears. Monthly Retainers commence precisely thirty (30) calendar days following project initialization and execute recurring automated direct-debit or credit card charges via our gateway.
4.2. Late Suspensions: If a monthly recurring transaction fails or remains unpaid for seven (7) calendar days beyond the invoice issuance date, ApplySmarts reserves the right to programmatically pause remote operations connections, suspend webhook endpoints, and restrict access to public web utilities without liability for any resultant regulatory reporting lapses.
Both parties explicitly agree that the scope of maintenance provided under the Monthly Retainer is bounded by the following framework:
5.1. Tier 1 (Included in Retainer): Minor variable changes, shifts in numerical thresholds, portal formatting text tweaks, or timeline notification changes introduced by Australian regulators. These are executed remotely by ApplySmarts as part of standard prompt maintenance.
5.2. Tier 2 (Out of Scope — Project Fee Triggered): Major structural overhauls passed by state or federal authorities that force a fundamental rewriting of internal database connections, workflow routing pathways, or custom API schemas. ApplySmarts will issue a separate, capped, fixed-rate project scope to execute these structural adjustments.
5.3. Tier 3 (Out of Scope — New Module Buy-In): Completely unprecedented legislation establishing a brand-new operational testing or monitoring mechanism that cannot be addressed by their current array of active modules. These updates require purchasing an additional component or upgrade from our core pricing menu.
6.1. Third-Party API Fragility: ApplySmarts modules depend heavily on connecting to separate cloud software applications (e.g., Xero, Leap, Lumary, Supportability). If a third-party software provider modifies its API structure, data tables, or webhook parameters without warning, it may disrupt or break the ApplySmarts data pipeline. ApplySmarts will act immediately under the monthly retainer to patch and resolve the breakdown, but assumes zero legal or financial liability for regulatory latency or data transmission gaps occurring while the third-party connection is broken.
6.2. LLM Behavior, Model Drift, and Hallucinations: The Software Infrastructure Modules leverage foundation language and computer vision models designed by external hyperscalers (OpenAI, Microsoft, AWS Bedrock, Google Vertex). While ApplySmarts installs strict validation filters, systemic prompt limitations, and human-in-the-loop review gates, ApplySmarts is explicitly not liable for instances of model drift, mathematical variance, text hallucinations, or interpretation variances introduced by updates to the underlying foundation models.
7.1. Exclusion of Regulatory Failure: ApplySmarts delivers an intelligent infrastructure layer designed to streamline tracking and automate documentation; however, ApplySmarts is not a legal, compliance, or financial auditing practice. The Customer retains ultimate statutory responsibility to ensure their business practices adhere to Australian law. ApplySmarts is completely held harmless from, and assumes zero liability for, any fines, administrative sanctions, business closures, loss of operating licenses, or financial penalties levied against the Customer by any Australian Regulatory Watchdog.
7.2. Financial Liability Cap: To the maximum extent permitted under Australian Consumer Law and corporate statutes, the total aggregated liability of ApplySmarts for any structural claim, action, error, negligence, or breach of contract arising under this agreement is strictly capped at an amount equivalent to the total Monthly Retainer fees actually paid by the Customer to ApplySmarts during the six (6) month period immediately preceding the date the event giving rise to liability occurred.
8.1. Retainer Cancellation: Following the completion of the initial engineering implementation, either party may terminate the ongoing Monthly Retainer agreement by issuing thirty (30) days’ explicit written notification to the other party.
8.2. Offboarding Procedures: Upon termination notice and final billing clearance, ApplySmarts will provide the Customer with instructions to remove our core Docker container images from their tenant. ApplySmarts will disconnect its remote pipeline access and deactivate all secure edge communication headers. The Customer assumes full technical responsibility to host and maintain any legacy database architectures remaining inside their tenant post-disconnection.
This Agreement is compiled, interpreted, and governed in accordance with the laws of the State of Victoria, Australia. Both parties unconditionally submit to the exclusive jurisdiction of the courts of Victoria and all federal tribunals sitting in Melbourne to resolve any contract conflict or legal dispute arising under this framework.