Master Subscription and Services Agreement

This Master Subscription and Services Agreement (“MSA”) is the master framework agreement that governs a service we provide to you under an order form or statement of work (“SOW”) that references it.

Aperim Pty Ltd (ABN 46150699737; ACN 150699737) is incorporated in New South Wales, Australia and operates the aicial brand. In this MSA, “aicial” refers to that brand; “we”, “us” and “our” refer to Aperim Pty Ltd; and “you” refers to the organisation that enters into an order form or SOW referencing this MSA.

You and we enter into this MSA when you sign, or otherwise agree in writing to, an order form or SOW that references it. Each order form or SOW sets out the specific services, deliverables, timeline and fees for that engagement, is governed by this MSA, and together with it forms a single agreement for that engagement. We may enter into more than one order form or SOW with you over time; each is governed by this same MSA unless we agree otherwise in writing.

This MSA governs an engagement only once you have signed, or otherwise agreed in writing to, an order form or SOW that references it. For that engagement, this MSA replaces our Terms of Service in full, except that clause 16 (Dispute resolution) of the Terms of Service is incorporated into this MSA as described in section 11. If you acquire a service directly — including through our website, waitlist or a self-serve purchase — without an order form or SOW that references this MSA, the Terms of Service governs that engagement instead of this MSA.

This MSA works alongside our other published policies, which continue to apply to your use of a service: our Privacy Policy explains how we handle personal information, our Data Processing Agreement applies to our processing of personal information on your behalf, and our Refund & Cancellation Policy applies alongside your order form or SOW. When you use a service, you must also comply, and must ensure your personnel comply, with our Acceptable Use Policy and Responsible AI Usage Policy, each referenced later in this MSA, where they are most relevant; a breach of either is a material breach of this MSA.

We may suspend or restrict your access to a service, in whole or in part, where we reasonably believe you have breached the Acceptable Use Policy, the Responsible AI Usage Policy or this MSA, or where continued access would create a security or legal risk. Where practicable, we will give you notice and a reasonable opportunity to remedy the issue before suspending access; we may act without prior notice where we reasonably believe the risk requires it, and will notify you promptly afterwards. This is in addition to our suspension right for non-payment under section 3.

aicial is AI for social media: cross-platform outcome analytics, a closed-loop content engine, identity-protection scanning, a social-listening layer, and deal infrastructure. Today, we deliver aicial through three productised services.

SKU1 — Social Performance Audit. A cross-platform account audit covering honest benchmark context with a stated sample size, reach-drop diagnosis, a protection hygiene check, and a prioritised 90-day plan. Indicative fee: A$1,500–3,000.

SKU2 — Outcome-Proof Pack. A monthly retainer producing a sponsor-, client- or CFO-ready performance narrative, with revenue evidence where your connected data sources reach, honest coverage statements, and benchmark context. Indicative fee: A$600–1,200 per brand per month.

SKU3 — Benchmark & Strategy Engagement. A fixed-scope niche benchmark study, channel-investment strategy, or “state of category” report. Indicative fee: A$3,000–8,000.

The figures above are indicative only. The actual scope, deliverables, timeline and fee for your engagement are set out in your order form or SOW, which governs over these indicative figures for that engagement.

Some aicial features use artificial intelligence, including content generation, analytics and identity-protection scanning. Our Responsible AI Usage Policy explains how we use AI to deliver a service.

We also plan to make a self-serve software service available, which is not yet available. Once it becomes available, your order form or SOW may cover your subscription to it, and it will then be one of the services this MSA governs for you, together with any additional terms we publish for it at that time.

Fees for a service are set out in the applicable order form or SOW. We invoice you in accordance with that order form or SOW and, unless it states other payment terms, payment is due within 30 days of the invoice date.

Fees are exclusive of GST and any other tax or duty unless the order form or SOW says otherwise. You are responsible for taxes properly payable on amounts you pay us, other than taxes on our own income.

If you dispute part of an invoice in good faith, tell us in writing before its due date, and pay the undisputed portion on time; we will work with you to resolve the disputed portion promptly. Interest accrues daily, from the due date until paid, on an undisputed amount that remains overdue, at 10% per annum. If an undisputed amount remains overdue for more than 14 days after we give you written notice, we may suspend the affected service until you pay it, without limiting any other right we have under this MSA or law.

This MSA takes effect when you first sign, or otherwise agree in writing to, an order form or SOW that references it, and continues in effect for as long as any order form or SOW referencing it remains in effect, and otherwise until terminated as described below. An order form or SOW has the term stated in it.

Either of us may terminate this MSA for convenience by giving the other 30 days’ written notice. Terminating this MSA does not by itself terminate an order form or SOW then in effect, which continues on its own stated terms, and this MSA continues to govern it, unless that order form or SOW is also terminated in accordance with this section.

Either of us may also terminate an order form or SOW for convenience by giving the other 30 days’ written notice, or the notice period stated in that order form or SOW if different. If you terminate an order form or SOW for convenience, you remain liable for fees for work we performed, and non-cancellable costs we properly incurred, before the termination date; we will refund any fees you prepaid under that order form or SOW for work not yet performed as at that date.

Either of us may terminate this MSA, or an order form or SOW, for the other’s material breach that is not remedied within 14 days after written notice describing the breach. Either of us may also terminate this MSA, or an order form or SOW, immediately on written notice if the other becomes insolvent or ceases to carry on business.

On termination of an order form or SOW, you remain liable for fees accrued under it before termination. We will make your data available for export for a reasonable period afterwards, and will otherwise handle your personal information as described in the Privacy Policy. Sections 3 (in respect of amounts accrued before termination), 5, 6, 7, 8, 9, 10, 11 and 12, and any other section that by its nature should continue, survive termination of this MSA or the relevant order form or SOW.

We own all intellectual property rights in the aicial platform, technology and methodology, including our software, models, benchmarks and know-how, and any improvement we make to them while providing a service.

Subject to your payment in full of the fees for the relevant deliverable, we grant you a perpetual, non-exclusive, non-transferable, royalty-free licence to use a deliverable we produce for you under an order form or SOW — for example, an audit report, a monthly performance narrative, or a benchmark or strategy report — for your own business. This does not affect our ownership of the underlying platform, tools, templates and methodology we used to produce it, described above.

You own your own content and data — including your brand assets, the content you submit to us, and the account and performance data connected through a service — together with any intellectual property rights in it. You grant us a limited licence to host, process and analyse your content and data solely to provide the service you have requested and to maintain, secure and troubleshoot it, for as long as needed for that purpose and consistent with the Privacy Policy. We do not include your content or data in our benchmark panel, or use it to train a model shared across other customers, unless you have separately and specifically opted in to that use and, where the content or data contains another individual’s personal information, that information has first been de-identified in accordance with the Privacy Policy; that opt-in is never a condition of using a service, and you may withdraw it at any time. We do not otherwise use your content or data, and we do not sell or broker it.

Each of us must keep the other’s confidential information confidential, use it only to perform our obligations or exercise our rights under this MSA or an order form or SOW, and protect it with at least the same care the receiving party uses for its own confidential information of a similar kind, and no less than reasonable care. Each of us may disclose the other’s confidential information to our own employees, contractors and professional advisers who need to know it for that purpose, provided each is bound by confidentiality obligations at least as protective as this section.

This section does not apply to information that: is or becomes public other than through a breach of this section; the receiving party already lawfully held before receiving it from the other party; the receiving party independently develops without reference to the other’s confidential information; or the receiving party is required by law, or by a court of competent jurisdiction or a regulator of competent authority, to disclose, provided that, where legally permitted, it gives the other party reasonable notice before disclosure.

On the disclosing party’s written request, or on termination of this MSA, the receiving party must return or destroy the other’s confidential information in its possession, except to the extent it is required to keep a copy by law or a bona fide document-retention or compliance policy, in which case this section continues to apply to that retained copy.

Because a breach of this section may cause harm that a payment of money cannot fully remedy, either of us may seek injunctive relief for an actual or threatened breach of this section, in addition to any other remedy available.

We warrant that we will perform each service with due care and skill, and in a manner consistent with the order form or SOW for that service.

Where you acquire a service as a consumer within the meaning of the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)), that service comes with guarantees that cannot be excluded, including that we will supply it with due care and skill and that it will be reasonably fit for any purpose you made known to us. Nothing in this MSA excludes, restricts or modifies those guarantees, or any other right you have under law that cannot lawfully be excluded.

Beyond those guarantees, the warranty in the first paragraph of this section, and any other non-excludable right, we provide our services on an “as is” and “as available” basis and make no other warranty, express or implied, including as to results, revenue, reach, engagement, follower growth, or a platform’s decisions. We do not warrant that a service will be uninterrupted or error-free.

To the maximum extent the law allows, and subject to the guarantees and rights preserved in section 7, neither of us is liable to the other for indirect, consequential or special loss, or for loss of profits, revenue, goodwill or anticipated savings, arising out of or in connection with this MSA, an order form or SOW, or a service, even if advised of the possibility of that loss.

To the maximum extent the law allows, and subject to the same guarantees and rights, each of our total liability arising out of or in connection with this MSA, an order form or SOW, or a service, whether in contract, tort (including negligence), under statute or otherwise, is limited to the greater of (a) the total fees you paid us under the relevant order form or SOW in the 12 months before the event giving rise to the claim, and (b) A$1,000.

Neither the exclusion in the first paragraph of this section nor the cap in the second paragraph applies to, or limits, either party’s liability for a breach of section 5 (intellectual property) or section 6 (confidentiality), either party’s indemnification obligations under section 9 (and, for that purpose, an amount payable to a third party under an indemnity in section 9 is treated as a direct loss), death or personal injury caused by negligence, fraud, or anything else the law does not allow to be limited or excluded. This section also does not limit your liability to pay fees properly due under an order form or SOW. Other than the fees carve-out, which by its nature applies only to you, this section applies equally to both of us.

We indemnify you against damages and reasonable costs finally awarded against you by a court or arbitral tribunal of competent jurisdiction, or agreed in settlement with our prior written consent, arising from a third party claim that the aicial platform or technology, as we provide it to you and as you use it in accordance with this MSA, infringes that third party’s intellectual property rights.

You indemnify us against damages and reasonable costs finally awarded against us by a court or arbitral tribunal of competent jurisdiction, or agreed in settlement with your prior written consent, arising from a third party claim relating to your content or data, your use of a service in breach of this MSA or the Acceptable Use Policy, or your other misuse of a service.

Each indemnity in this section is conditional on the indemnified party giving the indemnifying party prompt written notice of the claim, allowing the indemnifying party to control its defence and any settlement, and providing reasonable cooperation, in each case at the indemnifying party’s expense. Neither party may settle a claim in a way that admits fault by, or imposes an obligation on, the indemnified party without its prior written consent.

We will maintain professional indemnity and public liability insurance with a reputable insurer, appropriate to the services we provide and in amounts consistent with normal industry practice for a business of our size, for the term of this MSA. We will provide reasonable evidence of that cover on your reasonable written request.

Clause 16 (Dispute resolution) of our Terms of Service — our binding arbitration clause, administered by the Australian Centre for International Commercial Arbitration (ACICA) and seated in Sydney, New South Wales — as in effect on the effective date of the applicable order form or SOW, applies to this MSA and to a dispute arising out of or in connection with an order form or SOW, as if set out in full in this MSA. A later update to the Terms of Service does not change the arbitration clause this MSA incorporates. We do not repeat that clause’s terms here. For a non-binding, plain-language summary, see our dispute resolution explainer.

Governing law. This MSA, and the arbitration agreement incorporated into it under this section, are governed by the law of New South Wales, Australia.

Governing law and jurisdiction. This MSA is governed by the law of New South Wales, Australia. Each of us submits to the non-exclusive jurisdiction of the courts of New South Wales, and the courts of appeal from them, for any proceeding permitted by section 11 (Dispute resolution).

Order of precedence. For an engagement this MSA governs, the order of precedence is: the order form or SOW, then this MSA, then the policies referenced in section 1 — and, as section 1 explains, this MSA governs that engagement instead of the Terms of Service. If an order form or SOW conflicts with this MSA on a matter it expressly addresses, the order form or SOW prevails for that engagement; this MSA otherwise continues to apply in full.

Entire agreement. This MSA, together with each order form or SOW and the policies referenced in section 1, is the entire agreement between us about its subject matter for that engagement, and supersedes any earlier agreement or understanding about it.

Variation. This MSA may only be varied by a written document signed by both of us, except that we may update our Privacy Policy, Data Processing Agreement, Refund & Cancellation Policy, Acceptable Use Policy or Responsible AI Usage Policy in accordance with that policy’s own terms. This carve-out does not extend to the Terms of Service: the arbitration clause this MSA incorporates from the Terms of Service under section 11 is fixed as at the effective date of the applicable order form or SOW and is not affected by a later update to the Terms of Service.

Force majeure. Neither of us is liable for a delay or failure to perform an obligation under this MSA, other than a payment obligation, to the extent the delay or failure is caused by an event beyond that party’s reasonable control, including a natural disaster, war, civil unrest, government action, an internet or utility outage, or a widespread outage or change at a third-party platform we depend on to deliver a service. The affected party must tell the other promptly, take reasonable steps to reduce the event’s impact, and resume performance as soon as reasonably possible once the event ends.

Assignment. You may not assign or transfer your rights or obligations under this MSA without our prior written consent, except to a successor in a merger, acquisition or sale of substantially all of your business, of which you must give us prompt written notice. We may assign or transfer this MSA in connection with a similar transaction affecting our business, or to a related body corporate, provided the assignee agrees to be bound by this MSA.

No waiver. A failure or delay by either of us in exercising a right under this MSA is not a waiver of that right. A waiver is only effective if given in writing.

Severability. If a provision of this MSA is found unenforceable, the rest continues to apply, and the unenforceable provision is read down to the minimum extent needed to make it enforceable, or removed if it cannot be read down.

Notices. Give us a notice under this MSA by emailing legal@aicial.com. We may give you notice by email to the contact address in your order form or SOW or, if none is current, to the contact address on your account.

For questions about this MSA, contact:

Aperim Pty Ltd, which operates the aicial brand
ABN 46150699737
ACN 150699737
New South Wales, Australia
Email: legal@aicial.com