1. Introduction
These Master Terms and Conditions ("Terms") govern the provision of services by BAI Projects Pty Ltd (ACN 670 634 161) and BAI Teams, Inc. (a Delaware C Corporation) (collectively referred to as "BAI," "we," "us," or "our") as an Agreement with our clients ("Client," "you," or "your"). By engaging our services, you agree to be bound by these Terms.
1.1 Agreement Differentiation
This document governs the provision of services to clients. It differs from the Development & Other Service(s) Provider Agreement, which applies to third-party service providers engaged by BAI Projects or BAI Teams.
For pricing, subscription discounts, and resourcing details, refer to the Fees and Subscription Addendum (or, the "Order Form").
2. Scope of Services
BAI offers a range of services, including but not limited to:
Software, Cloud, Application, AI, and other Technology Development.
IT Consulting, as reasonably expected within the scope defined in Your Order Form.
Governance, Risk & Compliance Assurance and Audit Services.
Asset and/or Share Acquisition and Sale Due Diligence and Assurance Services.
Managed Services, including:
Administration of third-party platforms such as Microsoft 365
User account management
License allocation
Security configuration
Technical support
Other reasonable IT services within our capability and capacity.
Managed Services may be subject to specific Service Level Agreements (SLAs) and/or a Statement of Work (SOW), referenced in the Order Form as an attachment and incorporated into the Agreement.
3. Subscription Model & Fees
3.1 Subscription Model
Clients may engage services on a subscription basis, securing resourcing at a discounted rate:
Minimum Subscription Commitment: A minimum number of billable hours per month, as documented in the Order Form. Generally, this will be 8 hours per month for development and managed services agreements.
Minimum Term: Subscriptions require a minimum commitment of 6 months, as documented in the Order Form.
Initial Discount on Fees:
6+ months → 20% discount off Standard Rates.
Each additional month after 6 months → +1% discount per month, up to a maximum 30% total discount.
Prepayment Incentive:
Clients who pay for the full subscription term in advance receive an additional 5% discount, capped at a total 30% maximum discount.
Additional Resourcing Beyond Commitment:
Any services exceeding a subscription’s entitlements (hours/days) will be charged at Standard Rates, minus any applicable discounts (not exceeding 30%).
Rate Adjustments:
Standard Rates may be subject to change, but will not be increased during a Subscription Term.
Unused Entitlements:
Up to 50% of unused hours/days from a subscription may be carried over to the following month, but not beyond.
3.2 Time and Materials Engagement
For clients not engaged on a subscription basis, services are provided on a time-and-materials basis under the following conditions:
No guaranteed resource commitment beyond 30 days.
Resource continuity is not guaranteed for extended projects.
No discounts apply.
Resource availability beyond 30 days is not assured.
Rate Adjustments:
Standard Rates for non-subscription clients may be increased every 3 months, but by no more than 7% per month.
Increased rates apply only upon Order Form renewal.
Time and materials engagements are invoiced at Standard Rates, payable as per the terms below.
3.3 Fees & Payment
Subscription Model:
Invoices are issued monthly in advance, payable within 30 days.
Any additional costs from the prior month will be included in the following month’s invoice.
Time and Materials Model:
Invoices are issued at the end of each calendar month, payable within 14 days.
Payment Compliance:
No work will commence if there is an overdue balance greater than 30 days.
Late payments may incur interest at 1.5% per month.
4. Client Responsibilities
To ensure effective service delivery, you agree to:
Provide accurate and complete information.
Ensure compliance with applicable laws and regulations.
Maintain confidentiality of access credentials.
Notify us immediately of any security breaches.
5. Confidentiality
Both parties agree to maintain the confidentiality of proprietary or sensitive information disclosed during the engagement. This obligation survives termination.
6. Limitation of Liability
BAI shall not be liable for indirect, incidental, or consequential damages arising from service use.
Total liability is limited to the fees paid for the specific service giving rise to the claim.
7. Termination
Either party may terminate by providing 30 days' written notice.
Upon termination, all outstanding fees remain payable, including the remainder of a committed Subscription Period.
8. Governing Law
These Terms shall be governed by the laws of the jurisdiction in which the BAI entity providing the services is located.
9. Amendments
BAI reserves the right to update these Terms periodically.
Changes take effect upon publication or direct notification.
10. Contact Information
BAI PROJECTS PTY LTD (BAI AUSTRALIA) | BAI TEAMS, INC | LEGALINC CORPORATE SERVICES INC. |
Level 38, 71 Eagle Street | 2261 Market Street | 131 Continental Dr Suite 305, Newark, DE 19713 |
REGISTERED AGENT |