Master Services Agreement

This Agreement is made between:

Luke Ferguson trading as Mealward (ACN N/A (sole trader) / ABN 17 977 307 913) of 2 Northumberland Court, Carrum Downs VIC 3201, Australia ("Luke Ferguson trading as Mealward", "we", "us"); and
the customer named in the Order Form (the "Customer").

Effective date: the date of the first executed Order Form referencing this Agreement. Version: 1.0 (DRAFT - lawyer review required)

1. Structure of this Agreement

1.1 This Master Services Agreement (the "MSA") sets out the terms on which Luke Ferguson trading as Mealward provides its software-as-a-service platform (the "Service") to the Customer.

1.2 The Agreement comprises:

(a) this MSA;
(b) one or more Order Forms (each a "Schedule A" / Order Form) which describe the modules subscribed, fees, term, facility scope, and any deviations agreed in writing;
(c) the Data Processing Agreement (the "DPA", docs/legal/DATA-PROCESSING-AGREEMENT.md);
(d) the Service Level Agreement (the "SLA", docs/legal/SERVICE-LEVEL-AGREEMENT.md); and
(e) any documents the Order Form expressly incorporates.

1.3 In the event of inconsistency, the order of precedence is: (i) the Order Form (only for the deviations expressly stated and signed); (ii) the DPA; (iii) the SLA; (iv) this MSA. No purchase order or click-through terms vary this MSA.

2. Provision of the Service

2.1 Luke Ferguson trading as Mealward grants the Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Term for the Customer's internal business operations as an aged-care provider, including use by Authorised Users.

2.2 "Authorised Users" means the Customer's employees and contractors authorised by the Customer to use the Service. The Customer is responsible for the acts and omissions of its Authorised Users.

2.3 Luke Ferguson trading as Mealward will provide the Service in accordance with the SLA and with reasonable care and skill.

2.4 Luke Ferguson trading as Mealward may make changes to the Service from time to time. Luke Ferguson trading as Mealward will not materially diminish the core functionality of any module the Customer is paying for during the Term.

3. Customer obligations

3.1 The Customer will:

(a) use the Service only for its internal business operations and in accordance with the documentation;
(b) not, and not permit any Authorised User or third party to, breach the Acceptable Use clause in the Terms of Service incorporated by reference;
(c) provide accurate information to Luke Ferguson trading as Mealward for account setup, billing, and support;
(d) configure the Service appropriately for the Customer's clinical and operational requirements (including allergy and IDDSI workflows);
(e) keep credentials confidential and enforce MFA for all Authorised Users; and
(f) comply with applicable laws when using the Service, including the Privacy Act 1988 (Cth), Aged Care Act 2024 / NACA (commenced 2025) (Cth), and any state/territory health-records legislation.

4. Fees, invoicing, and price escalation

4.1 Fees. The Customer will pay the fees set out in the Order Form. Unless otherwise stated, fees are in Australian dollars and exclusive of GST.

4.2 Invoicing. Luke Ferguson trading as Mealward will invoice in line with the cadence stated in the Order Form (typically annually in advance). Invoices are payable NET 30 from invoice date.

4.3 Late payment. Overdue amounts accrue interest at the RBA cash rate + 4% p.a. calculated daily. Luke Ferguson trading as Mealward may suspend the Service after 14 days' written notice of non-payment and reasonable opportunity for the Customer to cure.

4.4 Disputes. The Customer must raise any invoice dispute in writing within 30 days of the invoice date; otherwise the invoice is deemed accepted. The undisputed portion of any invoice remains payable.

4.5 Taxes. The Customer is responsible for all taxes (other than Luke Ferguson trading as Mealward's income taxes), including GST, which Luke Ferguson trading as Mealward will add to invoices and remit to the ATO.

4.6 Price escalation. Annual fees may be increased on each anniversary of the Effective Date by the greater of (i) CPI (All Groups, Sydney) over the most recent 12-month period published by the ABS and (ii) 4% p.a., capped at 8% p.a.. Luke Ferguson trading as Mealward will give the Customer at least 60 days' notice of any uplift. Outside that band, any increase requires written agreement.

5. Term and renewal

5.1 Term. The initial term is set in the Order Form (default: 24 months from the Effective Date).

5.2 Renewal. The Term auto-renews for successive 12-month periods unless either party gives at least 60 days' written notice before the end of the then-current term.

6. Termination

6.1 Termination for cause. Either party may terminate this MSA or any Order Form on written notice if:

(a) the other party materially breaches this Agreement and fails to cure within 30 days of written notice (or 7 days for non-payment after invoice dispute resolution);
(b) the other party becomes insolvent, has a controller or administrator appointed, or enters into a scheme of arrangement with creditors; or
(c) the other party suffers an analogous insolvency event.

6.2 Termination for convenience by Customer. The Customer may terminate an Order Form for convenience effective at the end of the then-current paid period; pre-paid fees are non-refundable.

6.3 Termination for security. The Customer may terminate without penalty if Luke Ferguson trading as Mealward suffers a confirmed Eligible Data Breach affecting the Customer that Luke Ferguson trading as Mealward fails to remediate within 90 days. Pre-paid fees for the unused term are refundable.

6.4 Effect of termination. On termination:

(a) the Customer's right to access the Service ends;
(b) Luke Ferguson trading as Mealward will, on written request received within 30 days of termination, make Customer Data available for export in CSV (and on reasonable request, JSON) at no charge;
(c) following the export window, Luke Ferguson trading as Mealward deletes Customer Data per clause 10 of the DPA;
(d) any fees payable up to the effective date of termination remain payable.

6.5 Transition assistance. On the Customer's request and at the Customer's reasonable cost (charged at Luke Ferguson trading as Mealward's standard professional services rate stated in the Order Form), Luke Ferguson trading as Mealward will provide transition assistance for up to 90 days.

7. Customer Data and DPA

7.1 As between the parties, the Customer owns Customer Data. The Customer grants Luke Ferguson trading as Mealward the licence described in the DPA solely to operate the Service.

7.2 The DPA sets out the parties' privacy and data protection obligations, including for Health Information of residents.

8. Intellectual property

8.1 Luke Ferguson trading as Mealward owns the Service, including all software, designs, and documentation, and all improvements, derivative works, and feedback-incorporated changes.

8.2 The Customer grants Luke Ferguson trading as Mealward a non-exclusive licence to use feedback for any purpose, subject always to confidentiality and the no-training-on-Customer-Data commitment in the DPA.

9. Confidentiality

9.1 Each party will keep the other's Confidential Information confidential, use it only to perform this Agreement, and protect it with at least reasonable care. "Confidential Information" includes Customer Data, pricing, technical roadmap, security documentation, and any information marked or reasonably understood to be confidential.

9.2 Permitted disclosures: to personnel and contractors who need to know and are under equivalent obligations; to professional advisers; or as required by law (with prior notice where permitted).

9.3 Confidentiality obligations survive termination for 5 years, except for trade secrets which remain confidential while they remain trade secrets.

10. Warranties

10.1 Mutual. Each party warrants that it has the corporate power and authority to enter this Agreement and that doing so does not breach any other agreement.

10.2 Service warranty. Luke Ferguson trading as Mealward warrants that the Service will perform materially in accordance with the SLA.

10.3 Disclaimer. Subject to clause 11 (ACL), Luke Ferguson trading as Mealward disclaims all other warranties, whether express or implied.

11. Australian Consumer Law preservation

Nothing in this Agreement excludes, restricts, or modifies any consumer guarantee, right, or remedy under the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) ("ACL") that cannot lawfully be excluded. To the extent Luke Ferguson trading as Mealward's liability for breach of a non-excludable consumer guarantee can be limited, Luke Ferguson trading as Mealward's liability is limited at its option to:

(a) supplying the Service again; or
(b) the cost of having the Service supplied again.

12. Limitation of liability

12.1 Excluded losses. To the maximum extent permitted by law and subject to clause 11, neither party is liable for indirect, special, incidental, consequential, or punitive damages, or for loss of profits, revenue, goodwill, anticipated savings, business opportunity, or data (other than the cost of restoring data from a backup that should reasonably have been maintained).

12.2 Cap. Subject to clause 11 and the carve-outs in clause 12.3, each party's aggregate liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence), under statute, or otherwise, is capped at the fees paid by the Customer to Luke Ferguson trading as Mealward in the 12 months immediately preceding the event giving rise to the claim.

12.3 Carve-outs. Clause 12.2 does not apply to:

(a) breaches of confidentiality (clause 9);
(b) the indemnities in clause 13;
(c) breach of the DPA leading to a confirmed Eligible Data Breach caused by Luke Ferguson trading as Mealward's gross negligence or wilful misconduct (in which case the cap is 2x annual fees paid in the preceding 12 months);
(d) a party's wilful misconduct or fraud;
(e) the Customer's payment obligations; or
(f) liability that cannot be limited by Australian law.

13. Indemnities

13.1 Luke Ferguson trading as Mealward IP indemnity. Luke Ferguson trading as Mealward will defend the Customer against any third-party claim that the Service, when used as permitted by this Agreement, infringes that third party's Australian intellectual property rights, and will pay damages finally awarded or amounts in any settlement Luke Ferguson trading as Mealward approves. Luke Ferguson trading as Mealward's obligations are conditional on prompt notice, sole conduct of the defence, and reasonable cooperation. If the Service is found or reasonably believed by Luke Ferguson trading as Mealward to infringe, Luke Ferguson trading as Mealward may, at its option: (i) procure the right to continue use; (ii) modify the Service; (iii) replace it with a non-infringing equivalent; or (iv) terminate the affected part of the Service and refund pre-paid unused fees. This is the Customer's exclusive remedy for IP infringement.

13.2 Customer indemnity. The Customer indemnifies Luke Ferguson trading as Mealward against losses, claims, and reasonable costs arising from: (a) Customer Data that breaches this Agreement or any law; (b) the Customer's breach of clause 3 (Customer obligations); and (c) any third-party claim brought by a resident, representative, or regulator that arises because the Customer used the Service without complying with its own obligations under aged-care or privacy law.

14. Insurance

Luke Ferguson trading as Mealward will maintain, during the Term, the following minimum insurance with reputable Australian insurers:

(a) public liability of at least AUD 20 million per claim;
(b) professional indemnity / cyber liability of at least AUD 10 million in the aggregate; and
(c) workers' compensation as required by law.

A certificate of currency is available on request to enterprise customers.

15. Force majeure

Neither party is liable for delay or failure due to events beyond reasonable control (natural disaster, war, terrorism, pandemic, government action, large-scale cloud-provider outage), provided the affected party uses reasonable efforts to mitigate. If the event continues for more than 60 days, either party may terminate without liability.

16. Notices

Notices must be in writing and delivered by email to the addresses on the Order Form (with a courtesy copy to {{LEGAL_EMAIL}} for Luke Ferguson trading as Mealward). Notices are deemed received when delivery is confirmed by automated means or, in the absence of such confirmation, 24 hours after sending if no bounce-back is received.

17. Dispute resolution

17.1 The parties will attempt to resolve any dispute in good faith, escalating within 14 days to a senior representative of each party.

17.2 If the dispute is not resolved within 30 days, either party may commence proceedings or, by written agreement, refer the dispute to mediation under the Resolution Institute Mediation Rules in Sydney.

17.3 Either party may seek urgent injunctive or equitable relief at any time.

18. General

18.1 Governing law. This Agreement is governed by the laws of New South Wales, Australia. The parties submit to the exclusive jurisdiction of the courts of New South Wales and the federal courts of Australia sitting in Sydney.

18.2 Assignment. Neither party may assign this Agreement without the other's prior written consent (not to be unreasonably withheld), except that either party may assign on notice to an affiliate or to a successor in interest in connection with a merger, acquisition, or sale of substantially all assets.

18.3 Subcontracting. Luke Ferguson trading as Mealward may subcontract performance, but remains liable for the acts and omissions of its subcontractors.

18.4 No partnership. Nothing in this Agreement creates a partnership, joint venture, or agency.

18.5 Severability. If any provision is held unenforceable, the rest remain in effect.

18.6 Variations. Variations must be in writing and signed by authorised representatives of both parties.

18.7 Entire agreement. This Agreement (with its incorporated documents) is the entire agreement between the parties on its subject matter.

18.8 Counterparts and electronic signature. This Agreement may be executed in counterparts and by electronic signature.

18.9 Modern Slavery. Each party will comply with the Modern Slavery Act 2018 (Cth) to the extent applicable and will cooperate to provide information reasonably required for the other's modern slavery statement.

18.10 Anti-bribery. Each party will comply with applicable anti-bribery and anti-corruption laws.

Schedule A - Order Form (template)

Customer: [legal entity name, ABN, address] Customer billing contact: [name, email] Customer security contact: [name, email] Customer privacy contact: [name, email]

Service modules:

Menu planning
Resident dietary management
Meal ordering at point of service
Consumption recording and reporting
[Other modules as agreed]

Facility scope: [list facilities and bed counts]

Initial Term: 24 months Start date: [date] Auto-renewal: 12 months unless 60 days' notice Fees:

Subscription: AUD [X] per facility per month, billed annually in advance
Implementation: AUD [Y], one-off, billed on signature
Optional professional services rate: AUD [Z] / hour

Special terms / deviations from MSA: [list, signed by both parties to be effective]

Signatures:

For Luke Ferguson trading as Mealward: _________________________ Date: _____________
For Customer: _________________________ Date: _____________

DRAFTING NOTES

Liability cap stack (12.2 / 12.3). Standard 12-month cap with a 2x carve-out for Luke Ferguson trading as Mealward-caused Eligible Data Breaches. Many enterprise teams will push for an unlimited or much higher cap on data-breach liability; the 2x rung is a defensible middle. Lawyer to confirm insurance limits in clause 14 sit above the carve-out.
Price escalation (4.6). "Greater of CPI Sydney and 4%, capped at 8%" is sales-friendly and inflation-resistant. Some procurement teams will push for CPI-only with no floor; defensible to give CPI-only at the cost of a 3-year minimum term.
Termination for security (6.3). 90-day cure period before termination right is generous to Luke Ferguson trading as Mealward; expect customer counter-proposal of 30 days.
IP indemnity (13.1). Standard formulation. Lawyer to confirm exclusions: claims arising from Customer Data, customer-caused modification, combination with non-Luke Ferguson trading as Mealward products.
Insurance (14). AUD 20m PL / AUD 10m PI/cyber is mid-market. Opal-tier procurement may insist on AUD 20m PI/cyber once we are processing data on 140 facilities; revisit before first enterprise renewal.
Modern Slavery (18.9). Likely below the AUD 100m threshold initially, but enterprise customers above that threshold will require this clause - kept in.
Order Form (Schedule A). Drafted as a template; replace with a finalised PDF in negotiation.