Last Updated 1st Jan 2025
Agreement Between Parties
This Master Services Agreement (“MSA”) is entered into between the following parties:
PRO CRM PTY LTD (ABN – [Insert ABN Here]), a company organized and existing under the laws of Australia (“PRO CRM”), with its principal place of business at [Ground Floor, 470 St. Kilda Rd, Melbourne, Victoria, 3004 – Using the reference address for location].
AND,
The contracting party identified on the Order Form (“Customer”), together referred to as the “Parties” and each individually as a “Party,” as of the date of last signature below (the “MSA Effective Date”).
The Parties hereby agree to the terms and conditions of this MSA. All specific services terms, product details, and applicable license and/or subscription terms will be outlined in applicable PRO CRM Service Schedules and Attachments, Order Form(s), and Statement of Work(s) (“SOW”), each of which becomes binding upon execution and is incorporated into this MSA.
The Agreement consists of the following documents in descending order of precedence:
- The Order Form and/or Statement of Work (SOW);
- Any attachments, addenda, and/or appendix(ices) to this MSA or a Service Schedule;
- Service Schedule(s); and
- This MSA.
1. 📖 DEFINITIONS – Glossary of Terms
| Term | Definition |
| Custom Services | The custom software development, integration, consulting, and other professional services are provided by PRO CRM under an Order Form or SOW. |
| Deliverables | Any unique software code, documentation, reports, architectures, or configurations created by PRO CRM specifically for the Customer and delivered under an SOW. |
| Customer Data | Any content, materials, data, and information Customer or its Authorized Users enter into the Custom Services or that is processed by the Deliverables. |
| Confidential Information | Any proprietary information disclosed by one Party to the other, including PRO CRM pricing, technology, and Customer Data. |
| Project Fees | Refers to all fees, charges, or financial expenses associated with the Custom Services as detailed in an Order Form or SOW. |
| Work Product | All Deliverables provided by or for PRO CRM in the performance of Custom Services, excluding Customer Data. |
| Project Management Fees | The specific portion of the Project Fees allocated in the SOW or Order Form to cover project management, coordination, and administrative oversight. |
| Bulk Hour Purchase | A purchase of a defined minimum block of development hours (as specified in the SOW) paid for upfront by the Customer. |
2. USAGE AND ACCESS RIGHTS
2.1 Right to Use. PRO CRM grants the Customer a worldwide, limited, non-exclusive, non-transferable right and license during the Term, solely for its internal business purposes, to access and use the Custom Services and Deliverables in accordance with the Documentation and the applicable SOW.
2.2 Restrictions. Customer shall not license, re-sell, rent, lease, or otherwise make the Custom Services or Deliverables available to third parties, reverse engineer, decompile, or otherwise attempt to derive source code from any of PRO CRM’s proprietary tools or methodologies without express written consent.
3. OWNERSHIP
3.1 Customer Data. All Customer Data processed by the Custom Services or Deliverables is and will remain, as between Customer and PRO CRM, owned by the Customer.
3.2 PRO CRM Materials. PRO CRM, its Affiliates, or its licensors own all right, title, and interest in and to its proprietary software, development tools, pre-existing code libraries, and any underlying intellectual property or processes used to create the Deliverables.
3.3 Work Product. Effective only as of final payment by Customer of all Project Fees, and subject to the terms of this Agreement, PRO CRM grants to the Customer a non-exclusive, perpetual, worldwide, royalty-free license to use, reproduce, and internally modify the Deliverables (the Work Product created specifically for the Customer). This license does not grant the right to distribute, sell, or sublicense the Work Product outside of the Customer’s internal business operations.
4. SECURITY AND CUSTOMER DATA
4.1 Security. PRO CRM is ISO 27001:2022 Certified and will implement and maintain appropriate industry-standard technical and organizational measures to preserve the security, integrity, and confidentiality of Customer Data.
4.2 Customer Data Responsibility. Customer is responsible for the Customer Data as supplied or used in the Custom Services. Customer grants PRO CRM the right to process, transmit, and store Customer Data only to the extent necessary to provide the Custom Services and fulfill the obligations of the Agreement.
5. PAYMENT & FEES
5.1 Fees and Payment Terms. Customer shall pay all Project Fees outlined in the Order Form or SOW in accordance with the following mandatory term: All Project Fees are due and payable in full upfront upon execution of the Order Form or SOW.
5.2 Non-Refundable Fees. Upon execution of the Order Form or SOW, the Project Fees constitute a continuous and non-divisible commitment. All Project Fees paid by the Customer are strictly non-refundable and non-cancellable, regardless of any suspension, cessation of work, or early termination by the Customer. This non-refundable policy reflects the commitment of resources, initial planning, and procurement costs incurred by PRO CRM upfront.
5.3 Late Charges. PRO CRM may assess late charges on any undisputed amounts not paid when due, equal to the lesser of one and one-half percent (1.5%) of the unpaid balance per month or the highest rate permitted by applicable law.
6. WARRANTIES & DISCLAIMER
6.1 Limited Warranty. PRO CRM warrants that the Deliverables will perform substantially in accordance with the specifications outlined in the executed SOW for a period of time post-deployment. The specific duration and terms of this warranty are flexible and will be defined in the individual SOW based on the complexity and scope of the Deliverables.
6.2 Disclaimer. EXCEPT FOR THE LIMITED WARRANTY EXPRESSED IN SECTION 6.1, PRO CRM makes no other warranties, express or implied, statutory or otherwise, including but not limited to, warranties of merchantability, fitness for a particular purpose, or non-infringement.
7. LIMITATION OF LIABILITY
7.1 General Limitation. PRO CRM’s total aggregate liability arising out of or related to this Agreement (whether in contract, tort, or otherwise) shall not exceed the lesser of (a) One Thousand Australian Dollars (AUD $1,000) OR (b) the total Project Management Fees paid by the Customer under the specific SOW giving rise to the claim.
7.2 Exclusion of Damages. PRO CRM shall not be liable for any indirect, incidental, special, punitive, or consequential damages, or any loss of profits, revenue, data, or data use.
7.3 Late Delivery Compensation. Compensation of 10% of the total Project Fees for documented late delivery is exclusively available to Customers who have purchased the Custom Services through a Bulk Hour Purchase as defined in Section 1 and specified in the applicable SOW. This late delivery compensation is subject to the limitation of liability outlined in Section 7.1.
8. TERM & TERMINATION
8.1 Term. This MSA remains in effect as long as an Order Form or SOW referencing or incorporated into this MSA remains valid and in effect.
8.2 Termination for Breach. Either Party may terminate this Agreement in its entirety by giving written notice if the other Party commits a material breach or default in the performance of any of its obligations and fails to cure such breach within thirty (30) days after receipt of written notice.
9. TAXES
9.1 Tax Responsibility. All payments are exclusive of all taxes. Customer shall be responsible for and bear all Taxes associated with its purchase of, payment for, access to, or use of the Custom Services, except for taxes imposed on PRO CRM’s net income. Customer shall increase the amount payable as necessary so that after making all required deductions and withholdings, PRO CRM receives an amount equal to the amount it would have received had no such deductions or withholdings been made.