Master Services Agreement

1.1 Services

Leadwing provides AI-powered customer engagement and lead-capture services, including: website-embedded AI Lead Wingman (conversational AI assistant), automated customer enquiry responses, lead capture, qualification, and routing, and integration with third-party booking systems and CRMs.

1.2 Service Model

The Services are provided as a hybrid software and managed service. New subscriptions commence with a Minimum Term of three (3) months as set out in clause 11.1, after which the Agreement continues on a month-to-month basis unless otherwise agreed in writing.

1.3 Service Level Commitments

Leadwing will use commercially reasonable efforts to maintain:

(a) 99% uptime for core Lead Wingman functionality, measured on a calendar month basis.

“Uptime” means the percentage of total minutes in a calendar month during which the core Lead Wingman functionality is available and operational, calculated as: (Total minutes in month − Downtime minutes) / Total minutes in month × 100.

“Downtime” means periods during which the core Lead Wingman widget is wholly unavailable to end users due to a fault attributable to Leadwing's infrastructure. Downtime excludes: Scheduled Maintenance; force majeure events; outages caused by third-party platforms not operated by Leadwing (including hosting providers, CRMs, or booking systems); and any unavailability caused by Client-side actions, misconfigurations, or omissions.

“Core Lead Wingman functionality” means the ability of the Lead Wingman widget to: (i) receive and respond to inbound customer enquiries via the website interface; and (ii) capture and route lead data to the Client's designated CRM or booking system. It expressly excludes ancillary features, analytics dashboards, third-party integrations, and any beta or preview features.

(b) Scheduled maintenance windows notified at least 48 hours in advance where reasonably practicable.

(c) Emergency maintenance may occur without advance notice. Leadwing will use reasonable endeavours to notify the Client as soon as practicable.

Sole Remedy: If Leadwing fails to meet the 99% uptime commitment in any calendar month, the Client's sole and exclusive remedy is a service credit equal to a pro-rata daily fee for each full day of qualifying Downtime exceeding the SLA threshold, credited against the following month's invoice. Service credits are subject to the Client submitting a written request within 14 days of the end of the relevant month.

1.4 No Performance Guarantees

Leadwing provides the tools and platform; the Client provides the underlying business strategy and data. Leadwing does not guarantee specific results, including but not limited to: lead volume, conversion rates, booking accuracy, or revenue outcomes. The Client acknowledges that AI outputs are probabilistic and that service fees are for the provision of the platform and managed services, not for specific commercial metrics or outcomes.

2.1 Contracting Party

This Agreement is between Leadwing and Head Office only.

2.2 Authorised Users

Head Office may permit its franchisees, locations, or affiliated entities (Authorised Users) to access the Services.

2.3 Responsibility for Authorised Users

Head Office is solely and materially responsible for: all acts and omissions of Authorised Users, ensuring Authorised Users comply with this Agreement, and payment of all fees related to use of the Services by any Authorised User or location.

2.4 No Direct Relationship

Authorised Users have no direct contractual relationship with Leadwing and may not assert rights or claims against Leadwing.

3.1 Warranties

The Client warrants that:

• All information provided to Leadwing for AI training, configuration, or service delivery is accurate, current, and lawful in all material respects
• It has all necessary authority and licenses to provide customer data and website access to Leadwing
• All required consents under applicable privacy and marketing laws have been obtained for the processing of data by Leadwing

3.2 Ongoing Responsibility

The Client remains solely responsible for:

• Website content and the accuracy of data fed into the Lead Wingman platform
• Pricing, quotes, and representations made via the Services based on Client-provided data
• Compliance with all applicable laws and regulations in its specific industry

4.1

The Client authorises Leadwing to:

• Access websites and systems as reasonably required to perform the Services
• Install scripts, widgets, and integrations on the Client's website
• Process enquiries and customer data on the Client's behalf

This authorisation continues for the term of this Agreement.

5.1 Confidential Information

Each party must protect the other's confidential information and use it only for purposes of this Agreement.

5.2 Data Roles

Leadwing acts as a data processor; the Client acts as the data controller. The Client, as data controller, is responsible for ensuring that its instructions to Leadwing comply with all applicable privacy laws, including the Privacy Act 1988 (Cth) and the Australian Privacy Principles (APPs).

5.3 Data Ownership

All customer and lead data remains the property and responsibility of the Client.

5.4 Data Handling

Leadwing processes data solely to provide the Services and does not permanently store end-customer data beyond operational requirements. Leadwing will not process Client personal data for any purpose other than in accordance with the Client's documented instructions or as required by applicable law.

5.5 Security Standards

Leadwing will implement and maintain reasonable technical and organisational security measures appropriate to the nature of the personal data it processes, having regard to the risks involved. Such measures include:

• Access controls limiting data access to personnel who require it to perform the Services
• Industry-standard encryption of personal data in transit and at rest where practicable
• Reasonable measures to protect against unauthorised access, disclosure, alteration, or destruction of personal data

These measures represent Leadwing's reasonable endeavours and do not constitute an absolute guarantee of security. Leadwing does not warrant that its security measures will prevent all unauthorised access or data loss.

5.6 Data Breach Notification

In the event that Leadwing becomes aware of a confirmed or reasonably suspected security incident involving Client personal data that it processes:

• (a) Leadwing will notify the Client without undue delay, and in any event within 72 hours of Leadwing determining that a breach has occurred or that there are reasonable grounds to suspect an eligible data breach under the Privacy Act 1988 (Cth)
• (b) Leadwing's notification will include, to the extent then known: a description of the nature of the incident; the categories and approximate volume of personal data affected; and the steps Leadwing has taken or proposes to take in response
• (c) The Client, as data controller, is solely responsible for determining whether a notifiable data breach has occurred under the Notifiable Data Breaches (NDB) scheme and for making any required notifications to affected individuals or the Office of the Australian Information Commissioner (OAIC). Leadwing will provide reasonable cooperation and assistance to the Client in connection with such notifications at no additional cost
• (d) Leadwing's notification obligation under this clause is subject to any legal restrictions on disclosure, including those imposed by law enforcement agencies

5.7 Client Instructions

Leadwing is only obliged to process Client personal data in accordance with the Client's lawful and documented instructions. If Leadwing reasonably considers that any instruction from the Client would cause Leadwing to breach applicable privacy laws, Leadwing will promptly notify the Client and may suspend performance of the relevant instruction pending resolution, without liability to the Client for such suspension.

5.8 Data Handling Upon Termination

Upon termination, Leadwing will cease processing Client data. Client data will be deleted within thirty (30) days of termination, except where retention is required by applicable law, in which case Leadwing will notify the Client of the basis for retention and delete the data as soon as that obligation ceases.

Upon written request made within fourteen (14) days of termination, Leadwing will provide a data export in CSV or JSON format. Leadwing will take reasonable internal steps to ensure that data exports are materially complete. Upon completion of deletion, Leadwing will, upon request, provide written confirmation that deletion has been completed, subject to any lawful retention obligations.

The Client is responsible for: requesting any export within the 14-day window; retrieving its data before termination takes effect; and verifying that any export meets its requirements within 14 days of receipt. Leadwing accepts no liability for data that the Client fails to request or retrieve within these timeframes.

6.1

The Client acknowledges that:

• AI outputs are automated and probabilistic
• Responses may occasionally be inaccurate, incomplete, or outdated
• AI outputs are for informational purposes only and do not constitute professional advice

6.2 Prohibited Use Cases

The Services must not be used to provide legal, medical, financial, or emergency/safety-critical advice.

6.3 Validation

The Client is responsible for reviewing and validating all AI-generated quotes, bookings, and customer communications before they are acted upon or relied upon for business-critical decisions.

6.4 AI Output Limitations

The Client acknowledges that:

• (a) AI systems, including the Lead Wingman platform, may produce outputs that are inaccurate, incomplete, contextually unsuitable, or inconsistent with the Client's products, services, or regulatory requirements
• (b) Leadwing does not warrant that AI outputs will be fit for any specific purpose, accurate, or compliant with any regulatory or professional obligation applicable to the Client's business
• (c) The Client must not configure the Services in a manner that permits AI outputs to be automatically acted upon for legally binding commitments, safety-critical decisions, or regulated advice without prior human review
• (d) To the extent permitted by law, responsibility for the accuracy of information delivered to end customers via the Services rests with the Client where such information derives from Client-provided data or results from the Client's failure to configure, review, or validate outputs as required by this Agreement

Nothing in this clause limits any non-excludable rights the Client may have under the Competition and Consumer Act 2010 (Cth) (Australian Consumer Law) or other applicable legislation.

7.1

The Client must not use the Services unlawfully, provide misleading or harmful content, attempt to reverse engineer the platform, or use the Services for any prohibited advisory purposes as set out in clause 6.2.

8.1

Fees are charged monthly in advance.

8.2

Non-payment may result in immediate suspension or termination of Services.

8.3

All outstanding fees remain payable upon termination. Fees paid in advance are non-refundable.

8.4 Minimum Term Fees

The Client acknowledges that the setup fee and subscription fees for the Minimum Term are committed fees. If the Client terminates or ceases using the Services prior to the expiry of the Minimum Term for any reason other than Leadwing's material uncured breach, the Client remains liable for all subscription fees for the remainder of the Minimum Term, which become immediately due and payable.

9.1

To the maximum extent permitted by law, neither party is liable for indirect or consequential loss, lost profits, missed revenue, or business interruption.

9.2 Liability Cap

Leadwing's total aggregate liability under or in connection with this Agreement — including under any indemnity in clause 10 — is capped at the fees paid by the Client in the six (6) months preceding the event giving rise to the claim. The minimum cap of AUD $5,000 shall only apply if the 6-month fee total is lower than $5,000 and represents the absolute maximum aggregate liability of Leadwing for all claims combined across all locations, whether arising in contract, tort (including negligence), statute, indemnity, or otherwise.

9.3 Exclusions

The liability cap does not apply to:

• (a) Fraud or wilful misconduct by Leadwing
• (b) Liability that cannot be excluded or limited by law, including under the Australian Consumer Law
• (c) Death or personal injury caused by Leadwing's negligence

For the avoidance of doubt, Leadwing's indemnity obligations under clause 10.2 are subject to and limited by the cap in clause 9.2, except to the extent that any underlying liability cannot be excluded or capped under applicable law.

10.1 Client Indemnity

The Client must defend and hold Leadwing harmless against all claims, costs, and damages arising from:

• (a) Client or Authorised User content
• (b) Breach of privacy or marketing laws by the Client
• (c) The Client's failure to validate AI-generated outputs before they are acted upon

10.2 Leadwing Indemnity

Subject to clause 9.2 (Liability Cap) and clause 10.3 (Process), Leadwing indemnifies the Client against third-party claims arising directly from Leadwing's proven negligence, breach of privacy laws in its data processing, or IP infringement by the core Leadwing platform. For the avoidance of doubt, Leadwing's aggregate liability under this indemnity — together with all other claims under this Agreement — shall not exceed the cap in clause 9.2.

10.3 Process

The party seeking indemnification must promptly notify the other, cooperate in the defence, and not settle without the indemnifying party's prior written consent (not to be unreasonably withheld).

11.1 Term

This Agreement commences on the date of sign-up or execution and continues for an initial minimum term of three (3) months (Minimum Term). Following the expiry of the Minimum Term, this Agreement continues on a month-to-month basis until terminated in accordance with this clause.

11.2 Termination for Convenience

After the expiry of the Minimum Term, either party may terminate this Agreement with thirty (30) days' written notice. The Client may not terminate for convenience during the Minimum Term. If the Client purports to terminate during the Minimum Term, all fees remaining for the balance of the Minimum Term become immediately due and payable.

11.3 Termination for Breach

Either party may terminate immediately if a material breach is not remedied within fourteen (14) days of written notice, or in the event of insolvency.

12.1 Governing Law

This Agreement is governed by the laws of Queensland, Australia.

12.2 Entire Agreement

This Agreement supersedes all prior understandings between the parties.

12.3 Amendments

Leadwing may update this Agreement on thirty (30) days' notice. Continued use of the Services after this period constitutes acceptance of the updated terms.

12.4 Assignment

Leadwing may assign or transfer this Agreement at its sole discretion (including in the event of a merger or sale). The Client may not assign this Agreement without Leadwing's prior written consent, such consent not to be unreasonably withheld or delayed.

12.5 Severability

If any provision is held invalid, the remaining provisions continue in full force.