Master Services Agreement

Last updated 12 October 2026

This is the framework agreement between Repli AI Pty Ltd (ABN 51 674 082 896) and a brand that engages us to build its customer service setup, the service we call We build it for you. It sets out the terms common to every engagement. The specific engagement, its scope, fee and dates, is set out in a signed Order Form that references this agreement. Neither document works without the other.

1. Structure of this agreement
2. Definitions
3. The Build
4. Order Forms
5. Fees and payment
6. Term and termination
7. Our people
8. Confidentiality
9. Intellectual property
10. Data protection
11. What we promise, and what we don't
12. Liability
13. Indemnity
14. Insurance
15. Governing law and disputes
16. General
17. Contact

1. Structure of this agreement

This Master Services Agreement, together with each Order Form signed under it, our privacy policy and our Data Processing Agreement, is the whole agreement between Repli AI Pty Ltd ("Repli AI", "we", "us", "our") and the brand named in the Order Form ("you", "your") for the services described in it. Your team's use of the Repli AI platform, during the Build and after it, is governed by our Terms of Service; where the two agreements conflict on the same point, this Master Services Agreement governs for the Services it covers.

An Order Form is not valid until both parties have signed it. Each Order Form is a separate engagement under this Master Services Agreement, and ending one does not end another.

2. Definitions

"Build" means the engagement described in section 3, offered on our website as We build it for you. "Order Form" means a document, in whatever format we agree, that both parties sign, referencing this agreement and setting out the scope, fee, schedule and any other specific terms of an engagement. "Services" means the Build, and any related work, as described in the applicable Order Form. "Platform" has the meaning given in our Terms of Service.

3. The Build

A Build is a fixed-scope project where our team learns your business, builds your customer service setup on the platform around it, and hands it over to your team to run. The Order Form for a Build states which of the following are included, and any that are not part of your engagement:

• reviewing a sample of your past customer conversations and your current process for handling them;
• writing your AI Profile, knowledge base articles and reply templates, based on your policies and how you told us to handle things;
• configuring the platform for your brand: channels, rules, automations, tags and routing;
• setting up the platform's AI features for your account;
• testing the setup and refining it before handover;
• training your team on the platform; and
• where you ask for it, advice on how to structure your customer service team around the new setup.

That last item is advice only. We do not hire, manage, discipline or terminate anyone on your team, and nothing in a Build makes us your co-employer or gives us authority over your staff. Any change to your team is a decision you make and carry out.

Our team builds and tests; your team answers your customers. We do not reply to your customers on your behalf as part of a Build. After handover, how your account is used, including which replies are sent and which automations run, is your team's decision, under our Terms of Service.

4. Order Forms

Each Order Form must set out, at minimum: the Services included, the fee and how it is calculated, the payment schedule, and the target dates. Where an Order Form is silent on a point this agreement covers, this agreement fills the gap. Amending an Order Form, including its scope, fee or dates, needs a written amendment signed by both parties.

5. Fees and payment

Fees are as stated in the Order Form, in the currency it states. A Build is priced as a project, not by usage, and its fee is separate from your platform subscription, which is billed under our Terms of Service. Unless the Order Form says otherwise, invoices are due within 14 days of the invoice date, and this is a default we propose rather than a fixed rule: your Order Form can state different terms and those terms win. Fees exclude GST and any other tax, which is added where it applies. Late payment does not suspend Services automatically; we will discuss it with you first, and may suspend if a payment remains overdue for more than 14 days after we raise it with you.

6. Term and termination

A Build runs for the term stated in its Order Form and ends on delivery of what it describes, or earlier by written agreement. Either party may end an Order Form immediately for the other party's uncured material breach, or if the other becomes insolvent. On termination, you keep everything section 9 says is yours, and we will help you transition away over a reasonable handover period, as agreed at the time.

7. Our people

The people who carry out a Build, whether our employees or contractors we engage, remain engaged and directed by us. We choose who does the work, and may change the individuals involved provided the people replacing them are suitably experienced. We are responsible for their conduct. If your business needs specific individuals to work on your account, name them in the Order Form and we will use reasonable efforts to keep them assigned to you.

Neither party will solicit the other's employees or contractors who worked on the engagement to leave and join them, during the engagement and for 12 months afterwards, except through a general recruitment advertisement not targeted at that person, or where the other party consents in writing.

8. Confidentiality

A Build involves our team seeing more of your business than the platform alone would: your numbers, your processes, sometimes your team's performance and structure. We treat all of it as confidential, use it only to provide the Services, and only share it with our own people who need it to do the work, on the same confidentiality terms. This is in addition to, and does not replace, the confidentiality terms in our Terms of Service. These obligations continue for three years after the engagement ends, and indefinitely for personal information about your customers or your staff.

9. Intellectual property

Your AI Profile, knowledge base articles, templates, configuration, training materials and anything else we create specifically for your brand under an Order Form belong to you once paid for. You can keep them, and we will give you a copy on request, as our Terms of Service set out. Our general methods, playbooks, training materials and any improvement we make to the platform itself remain ours, whether or not your engagement contributed to refining them, and using them for your Build gives you no rights in them beyond what the platform's own terms give every customer.

10. Data protection

Where the Services involve us processing personal information on your behalf, including your customers' data when we review your past conversations during a Build, our Data Processing Agreement applies on the same basis as it applies to the platform.

11. What we promise, and what we don't

We will carry out the Services with reasonable care and skill, by people suitably experienced to do so. We do not promise a particular resolution rate, response time, cost saving, or any other numeric outcome unless your Order Form states a specific, named commitment. General statements we make about typical results elsewhere, including on this website, are not promises about your engagement.

12. Liability

To the extent the law allows, and subject to any non-excludable guarantee under the Australian Consumer Law: neither party is liable to the other for indirect or consequential loss, or for loss of profit, revenue, business, goodwill or anticipated savings; and each party's total liability arising out of an Order Form, however it arises, is capped at the total fee paid or payable under that Order Form. These limits do not apply to a party's liability for death or personal injury caused by its negligence, for fraud, for breach of section 8 (confidentiality), or for your obligation to pay fees.

13. Indemnity

You will cover us for any loss, cost or claim we suffer from a third party to the extent it arises from your data, your instructions to us, or your breach of this agreement. We will cover you for any loss, cost or claim you suffer from a third party to the extent it arises from our people's conduct in breach of this agreement while carrying out the Services, or from our infringement of a third party's intellectual property rights through the Services as delivered to you. Each party will tell the other promptly about a claim covered here, allow the other to control its defence where appropriate, and cooperate at the other's reasonable cost.

14. Insurance

We hold technology professional liability insurance of at least AUD 1,000,000 for any one claim, cyber insurance of at least AUD 1,000,000, and public and product liability insurance of at least AUD 10,000,000. We will keep that cover in place while we carry out Services for you, and give you a certificate of currency on request.

15. Governing law and disputes

This agreement is governed by the laws of Victoria, Australia, on the same basis as our Terms of Service, including the requirement to attempt to resolve a dispute through discussion before going to court.

16. General

Assignment, notices, severance, waiver, events outside our control, subcontracting and the relationship between the parties are governed on the same basis as section 19 of our Terms of Service, applied to this agreement. If any part of this agreement is unenforceable, that part is read down or removed to the minimum extent needed and the rest continues.

17. Contact

Repli AI Pty Ltd, ABN 51 674 082 896. Email support@repliai.co.