Software Services Agreement

1. Definitions

"Platform" means the valuation workflow system. "Services" means development, hosting, and support. "Confidential Information" means non-public business information disclosed by either party.

2. Scope of Services

Provider will design, develop, and deploy: email triage with AI extraction, job management dashboard, mobile field notes, automated report generation, quote response workflow, multi-valuer workload management, and secure cloud hosting.

3. Fees & Payment

Development Fee: 50% due on signing of this Agreement, 25% due on delivery of working prototype for review, 25% due on go-live deployment. Ongoing Fees: Per-valuation and monthly platform fees invoiced monthly, due within 14 days. Late payments accrue 1.5% monthly interest. Annual Adjustment: Ongoing fees (per-valuation and monthly platform fees) may be adjusted annually in line with the NZ Consumer Price Index (CPI), with 60 days written notice, capped at 5% per annum. Additional Development: Ad-hoc development work outside the agreed scope is charged at $250 per hour plus GST, with a minimum charge of 3 hours per engagement.

4. Timeline & Acceptance

Development target 6-8 weeks from signing, subject to timely Client input. Client has 14 days for acceptance testing. Platform deemed accepted upon written acceptance, production use, or expiry of testing period.

5. Intellectual Property & Code Ownership

Provider retains all rights to the Platform, underlying code, frameworks, and methodologies. Client retains rights to their data and business processes. Client receives a perpetual, non-exclusive license to use the Platform for internal purposes. Upon termination, Client may request source code delivery; continued use requires an ongoing license agreement with Provider, which can be bundled into hosting or negotiated separately. Client shall not resell or sublicense without consent. Regional Exclusivity: During the term of this Agreement, Provider agrees not to license or deploy this specific Platform configuration to competing valuation firms operating primarily within the Waikato region. This does not restrict Provider from developing or deploying workflow solutions generally, including to valuation firms in other regions or to non-competing businesses.

6. Confidentiality

Each party will protect the other's confidential information and not disclose to third parties. Provider will implement appropriate security measures. Obligations survive 3 years after termination.

7. Data Protection

Provider processes Client data only as necessary for Services, complying with NZ Privacy Act 2020. Upon termination, Provider will return or destroy Client data within 30 days at Client's election.

8. Warranties

Provider warrants Services performed with reasonable skill and care, Platform materially conforms to specifications, and no infringement of third-party IP. 90-day warranty period for defect correction. No other warranties expressed or implied.

9. Liability & Software Outputs

Provider's total liability capped at fees paid in preceding 12 months. Neither party liable for indirect, consequential, or special damages. Exclusions don't apply to confidentiality breaches, gross negligence, or IP infringement. Client responsible for data accuracy and business decisions. AI & Software Outputs: Provider is not responsible for the outputs generated by the Platform, including any outputs produced by artificial intelligence or automated systems within the software. Client acknowledges that all AI-assisted suggestions, data extractions, and automated outputs require professional review and validation before use. Client remains solely responsible for the accuracy and appropriateness of all valuation reports and business decisions.

10. Indemnification

Provider indemnifies Client against third-party IP claims. Client indemnifies Provider against claims arising from Client data or misuse of Platform.

11. Term & Termination

Minimum term 12 months from go-live, then auto-renews monthly. After minimum term, either party may terminate with 60 days written notice. Early termination requires payment of remaining minimum term fees. Immediate termination permitted for material breach uncured after 14 days notice, or insolvency. Upon termination: outstanding fees due immediately; Client license continues for paid development; hosting/support cease; data export within 30 days.

12. Support & Infrastructure

Standard support Mon-Fri 9am-5pm NZST. Response times: Critical 4 hours, High 8 hours, Normal 2 business days. Target 99.5% uptime. Scheduled maintenance outside business hours with 48 hours notice. Backup & Recovery: Provider is responsible for maintaining appropriate backup infrastructure including daily automated backups, secure off-site storage, and disaster recovery procedures to protect Client data.

13. Disputes

Parties will attempt good faith negotiation, then mediation. Governed by New Zealand law with exclusive NZ court jurisdiction.

14. General

This is the entire agreement. Amendments require written consent. No assignment without consent. Invalid provisions severed. Waiver requires writing. Force majeure excuses delays beyond reasonable control.