TEMPLATE SHORT-FORM MASTER SERVICES AGREEMENT (API CUSTOMERS)

Date: 1 December 2025

1. PARTIES

Supplier: Intaxio Payroll Pty Ltd (ACN 690 428 525), of Unit 11, 189 Flemington Road, Mitchell ACT 2911, Australia (Intaxio).

Customer: [Customer legal name, ACN/ABN, registered address] (Customer).

Each a Party and together the Parties.

2. AGREEMENT STRUCTURE AND ORDER OF PRECEDENCE

2.1 This Master Services Agreement (MSA) sets out the base legal and commercial terms under which Intaxio will supply:

• subscriptions to the Intaxio APIs and related data packs (Software and Data Products); and
• professional services (enablement and enhancement),

to Customer.

2.2 This MSA incorporates by reference:

• the executed Order Forms and Statements of Work (SOWs);
• the Intaxio Customer API Agreement (as updated from time to time); and
• the Intaxio Policies (SLA, DPA, Product Data Sheets, Security Overview, Privacy Policy).

2.3 In the event of inconsistency, the following order of precedence applies (highest first):

1. An Order Form or SOW (including any bespoke amendments to liability, warranties or SLAs);
2. this MSA;
3. the Customer API Agreement; and
4. the Intaxio Policies.

3. SERVICES AND SKUs

3.1 Software and Data Products. The available Software and Data Products (including Modern Awards APIs, Enterprise Agreement APIs, PAYGW & STP APIs and Developer Portal licences) are described in the relevant Product Data Sheets and listed in Schedule 1 (Available Services) or in the Order Form.

3.2 Professional Services. Intaxio may provide enablement, enhancement or project services on a time-and-materials basis, as described in SOWs and at the rates or reference charges set out in Schedule 3 or the Order Form.

3.3 No transfer of IP. All intellectual property rights in the Intaxio APIs, data models, Product Data Sheets and related materials remain with Intaxio, subject only to the licences granted in the Customer API Agreement and this MSA.

4. TERM

4.1 MSA Term. This MSA commences on the date first written above and continues until terminated in accordance with clause 13.

4.2 Subscription Terms. Each Order Form will specify the initial term and renewal terms for each subscription or SKU. Unless otherwise stated, subscriptions renew automatically for successive one-year periods unless either Party gives at least 60 days’ notice before the end of the then-current term.

5. CHARGES AND PAYMENT

5.1 Fees. Customer will pay:

• subscription fees and usage-based fees for the licensed SKUs; and
• professional services fees,

as set out in each Order Form or SOW and any applicable reference charges schedule.

5.2 Invoicing and Payment. Unless otherwise stated:

• Intaxio will invoice subscriptions annually in advance and professional services monthly in arrears;
• Customer must pay undisputed invoices within 30 days of receipt; and
• fees are exclusive of GST; Customer will pay GST in addition.

5.3 Late Payment. If Customer fails to pay any undisputed sum by the due date, Intaxio may charge interest at [10% per annum, calculated daily] and may suspend access to the Services until payment is made.

6. SUPPORT, SLA AND ENVIRONMENTS

6.1 SLA. Intaxio will provide support and service availability in accordance with its SLA (support hours, response times, escalation and availability targets).

6.2 Test vs Production. Test and enablement data packs and non-production environments are provided solely for development and integration and are not warranted for production use. Production usage is restricted to production SKUs as defined in the Product Data Sheets.

6.3 ATO and FWC Dependencies. The SLA excludes downtime or errors attributable to ATO or FWC systems or mandatory changes outside Intaxio’s control, as captured in the Product Data Sheets.

7. DATA PROTECTION

7.1 The Data Protection Addendum / Data Processing Schedule forms part of this MSA and governs the processing of personal data by Intaxio on behalf of Customer and as independent controller.

7.2 Any country-specific or sector-specific data protection terms (for example, if Customer has EU or UK employees) can be added as addenda to the DPA without needing to renegotiate this MSA.

8. WARRANTIES

8.1 General Warranties. Each Party warrants that it has full power and authority to enter into and perform this MSA.

8.2 Service-Specific Warranties. Intaxio’s service-specific warranties (including:

• award minimum rates, allowances and penalties being consistent with Fair Work Commission data and updated within defined timeframes; and
• payroll, tax and superannuation calculations being consistent with ATO source data and updated within defined timeframes)

are as set out in the Customer API Agreement and the relevant Product Data Sheets.

8.3 Test Data Exclusion. The warranties do not apply to test/enablement data packs, which are expressly identified as not subject to the warranties in the Product Data Sheets.

8.4 No additional warranties. Except as expressly provided in this MSA, the Customer API Agreement and the Intaxio Policies, all other warranties are excluded to the maximum extent permitted by law.

9. LIABILITY AND INDEMNITIES

9.1 Liability Cap. Unless a higher cap is expressly agreed in an Order Form:

• each Party’s aggregate liability in any 12-month period under this MSA and the Customer API Agreement combined is limited to [the fees paid or payable by Customer to Intaxio in that period] or AUD [●], whichever is greater; and
• the exclusions and carve-outs mirror those in the Customer API Agreement.

9.2 Excluded Loss. Neither Party is liable for indirect or consequential loss, or loss of profits, revenue, goodwill or anticipated savings, except to the extent such loss is recoverable as direct loss under Applicable Law.

9.3 Indemnities. The IP indemnity and other indemnities set out in the Customer API Agreement apply to this MSA. The Parties may specify any additional indemnities (for example, for particular professional services or migration projects) in an Order Form or SOW.

10. CONFIDENTIALITY

The confidentiality obligations in the Customer API Agreement apply to all Confidential Information disclosed under this MSA. The Parties may sign separate NDAs where required for specific projects, but where there is conflict this MSA will prevail.

11. CHANGE CONTROL

Any material change to scope, SLAs, fees or bespoke commercial terms for a subscription or project will be documented in a written change order or updated Order Form signed (or digitally accepted) by both Parties.

12. TERMINATION

12.1 Either Party may terminate this MSA or an individual Order Form:

• for a material breach not remedied within 30 days of written notice; or
• if the other Party becomes insolvent.

12.2 Customer may also terminate for convenience as specified in the relevant Order Form (for example, at the end of a committed term).

12.3 On termination:

• all licences and access rights under the terminated Order Forms cease;
• Customer must pay all outstanding fees and any agreed early termination fees; and
• Intaxio will return or delete Customer personal data in accordance with the DPA and Product Data Sheets.

13. GOVERNING LAW AND DISPUTE RESOLUTION

13.1 This MSA is governed by the laws of the Australian Capital Territory, Australia, unless the Parties expressly agree another jurisdiction in the Order Form.

13.2 Any disputes arising out of or in connection with this MSA will be handled in accordance with the dispute resolution provisions of the Customer API Agreement (negotiation, then court proceedings if required).

14. GENERAL

• Entire Agreement. This MSA, together with all Order Forms, SOWs, schedules, the Customer API Agreement and the Intaxio Policies, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements.
• Amendments. No amendment or modification of this MSA will be valid unless in writing and signed (physically or electronically) by both Parties.
• Assignment. Neither Party may assign this MSA without the other Party’s prior written consent, except that either Party may assign this MSA without consent in connection with a merger, acquisition or sale of substantially all of its assets.
• Severability. If any provision of this MSA is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
• Waiver. No waiver of any breach will constitute a waiver of any other breach. A waiver is only effective if in writing.
• Force Majeure. Neither Party will be liable for delays or failures to perform due to causes beyond their reasonable control, including acts of God, natural disasters, war, terrorism, labour disputes, government actions or interruptions in internet or telecommunications services.
• Counterparts. This MSA may be executed in counterparts (including electronically), each of which will be deemed an original but all of which together will constitute one instrument.

SIGNATURES

Intaxio Payroll Pty Ltd
By: ________________________________
Name: ______________________________
Title: _____________________________
Date: ______________________________

[Customer Name]
By: ________________________________
Name: ______________________________
Title: _____________________________
Date: ______________________________