Master Services Agreement
Parties: Sudo Online Pty Ltd trading as Hypergen (ABN 22 167 452 806) and any client executing an Order Form referencing this Agreement.
1. Scope and Governance
This Agreement applies to all services Hypergen provides under Order Forms and Statements of Work. Order Forms/SOWs take precedence over this Agreement if inconsistencies arise. Services encompass IT consulting, software development, AI tool usage, and professional services. Unless expressly stated in an Order Form/SOW, Hypergen provides services on a best-efforts basis and does not guarantee uptime, availability, performance, or security outcomes.
2. Client Responsibilities and Dependencies
Clients must provide timely access to personnel, systems, environments, licences, data, premises and required information. Clients bear responsibility for change approvals, internal processes, and ensuring environments are backed up and secured. If clients delay or fail in their responsibilities, Hypergen may extend timelines and charge for additional effort reasonably incurred.
3. Commercial Terms
Fees and payment structures appear in each Order Form/SOW and exclude GST and taxes. Invoices are payable by the due date stated. Interest may be charged on overdue amounts at the RBA Cash Rate plus 6% per annum. Clients must pay without set-off or deduction.
If invoices remain unpaid 14 days after the due date, Hypergen may suspend services on 5 days written notice. Suspension does not affect amounts already due.
Scope, deliverable, timeline or assumption changes require written Change Orders. For time-and-materials or ongoing services, Hypergen may adjust standard rates on 30 days written notice.
Cancellations or rescheduling with less than 3 business days notice may incur 50% of the booked time charges. Reasonable travel and out-of-pocket expenses are billable at cost plus 10% administration charge when agreed in advance.
The Client agrees Hypergen may nominate itself as Partner of Record, Digital Partner of Record (DPOR) or Claiming Partner of Record (CPOR) with Microsoft. Unless separately agreed, Hypergen does not resell licences; clients procure through existing vendors.
4. Delivery, Acceptance and Support (Including AI)
Delivery occurs with reasonable skill and care. Unless stated otherwise, deliverables come as is and without warranty.
Deliverables are deemed accepted upon: (a) written acceptance; (b) client use in production/live context; or (c) 10 business days after delivery if no material non-conformity is reported.
If material non-conformity is reported within the acceptance period, Hypergen will address it using any available prepaid hours; otherwise, remediation is billed at standard rates.
Support or ongoing maintenance requires inclusion in a Support Schedule or SOW. No service levels, response times or uptime/security guarantees apply unless expressly stated.
AI Usage: The Client consents to Hypergen using AI tools and services to accelerate or improve delivery. AI outputs change over time due to vendor updates, model drift or data changes. The Client is responsible for budgeting ongoing maintenance, tuning, retraining or replacement of AI components where required.
5. Intellectual Property and Third-Party Materials
Each party retains its pre-existing intellectual property. Hypergen retains ownership of all tools, templates, methods, frameworks, libraries and other reusable components created or used in delivery.
Deliverables created for clients remain Hypergen property, but Hypergen grants a perpetual, worldwide, non-exclusive, non-transferable licence to use deliverables for internal business purposes only. Clients cannot sublicence, distribute, provide access to, or reverse-engineer source code unless permitted in the Order Form/SOW.
Third-party and open-source materials are subject to their own licence terms, which clients must comply with.
6. Confidentiality, Privacy and Data
Each party must keep the other party confidential information confidential and use it only for this Agreement purposes. Hypergen can provide a separate mutual non-disclosure agreement upon client request.
Both parties must comply with applicable privacy laws handling personal information. The Client is responsible for providing all notices and consents necessary for Hypergen to process Client data lawfully.
The Client is responsible for maintaining appropriate backups of its systems and data. Data may be stored or transferred outside Australia unless clients specify residency requirements before project commencement and parties agree to resulting scope, timeline and fee changes.
7. Risk Allocation and Insurance
To the maximum extent permitted by law, all statutory or implied guarantees, warranties and conditions are excluded. If non-excludable guarantees apply under Australian Consumer Law, Hypergen liability is limited to resupplying services or paying resupply costs.
Hypergen maximum aggregate liability for all claims arising out of or in connection with the services is capped at 100% of the total fees actually received by Hypergen from the Client in the three months immediately before the event giving rise to the first claim. Multiple claims do not increase this cap.
Hypergen is not liable for indirect, incidental, special or consequential loss, loss of data, loss of profit, revenue, goodwill or anticipated savings.
Nothing excludes liability when law prohibits exclusion.
Clients indemnify Hypergen against third-party claims arising from: (a) client data, instructions or environments; (b) client breach of law or this Agreement; or (c) alleged infringement caused by client-provided materials.
Hypergen maintains professional indemnity insurance of AUD $5 million per claim and public and products liability insurance of AUD $20 million per occurrence. Clients must maintain appropriate insurance and provide evidence on request.
8. General
Hypergen may subcontract services and remains responsible for subcontractors.
Neither party is liable for delays caused by events beyond reasonable control, including utility or cloud outages, third-party API changes, vendor deprecations, natural disasters and government action.
Either party may terminate on 14 days written notice or immediately for material breach not remedied within 14 days. Upon termination, hours worked are billable and prepaid fees are non-refundable. Transition assistance may be available for 30 days on a time-and-materials basis.
Neither party may solicit or employ the other project personnel for 12 months after the last SOW without written consent and a placement fee equaling 15% of annual remuneration.
Hypergen may identify the Client by name and logo as a customer unless the Client objects in writing.
Clients cannot assign without consent. Hypergen may assign to affiliates or in connection with mergers, sales or corporate reorganisation.
Notices may be sent by email to Order Form/SOW addresses and are received the next business day after sending.
Confidentiality, IP, privacy, risk allocation and terms surviving by nature continue post-termination.
This Agreement is governed by the laws of Victoria, Australia. The parties submit to the exclusive jurisdiction of its courts.