Master Services Agreement

This Master Services Agreement is the default commercial framework for organisations that buy, pilot, or evaluate Philomathia services. It is intended to sit alongside an order form, proposal, statement of work, pilot plan, or other written agreement that describes the purchased products, scope, term, fees, and deployment details.

If Philomathia and a customer sign a separate agreement, that signed agreement controls where it conflicts with this online MSA. If no separate agreement has been signed, this MSA applies to the customer's organisational use of the services.

"Customer" means the organisation accessing or purchasing Philomathia services. "Authorised Users" means employees, contractors, learners, managers, coaches, administrators, or other people Customer permits to use the services. "Services" means Philomathia products, pilots, software, hosted systems, support, and related professional services.

"Customer Data" means data, content, prompts, submissions, documents, organisational information, personal information, and other materials submitted to or generated through the services for Customer. "Order Form" means any written or electronic document accepted by Philomathia that describes the commercial scope.

Philomathia will provide the services described in the applicable order form using commercially reasonable skill and care. Customer is responsible for its users, configuration choices, internal policies, lawful basis for processing, and decisions made from insights generated by the services.

• Customer will provide accurate implementation information and obtain any required user notices, consents, or approvals.
• Customer will confirm authority before submitting child, learner, participant, school, disability, NDIS, sensitive, health-adjacent, or third-party information.
• Customer will identify administrators, visibility rules, retention expectations, export or deletion contacts, and any child-data consent workflow required for the deployment.
• Customer will not use the services outside the agreed scope, seat count, usage limits, or product purpose.
• Philomathia may update features, models, infrastructure, and service delivery methods as the product improves, provided those changes do not materially reduce the core purchased functionality during the term.

Customer owns Customer Data. Philomathia may process Customer Data to provide, secure, support, maintain, and improve the services, to comply with law, and as otherwise permitted by the applicable agreement.

Philomathia will use reasonable safeguards designed to protect Customer Data. Customer is responsible for the accuracy, quality, legality, and appropriateness of Customer Data, including any personal information, child data, participant data, sensitive information, or health-adjacent support context submitted by users.

Customer deployments involving identifiable child or participant data must include the Data Processing Addendum and Child and Participant Data Schedule unless the parties sign equivalent terms.

If Customer submits data about individuals under 15, children under 13, students, NDIS participants, support recipients, or other people receiving support, Customer represents that it has obtained the required parent, guardian, school, support provider, participant, or other legally recognised authority.

Customer will provide collection notices, maintain consent or authority records, respect withdrawal or deletion requests where required, and avoid submitting unnecessary diagnoses, clinical records, therapy notes, behaviour support records, or identifiable third-party information.

The services may use AI models to evaluate reasoning, generate exercises, produce summaries, surface developmental patterns, or support organisational insights. AI outputs are assistive and must be reviewed by qualified humans before being used for consequential decisions.

Customer will not use AI outputs as the sole basis for employment, disciplinary, promotion, compensation, admission, lending, healthcare, or similarly significant decisions unless the parties have expressly agreed to the relevant controls and Customer has satisfied all legal obligations.

Customer will not use AI outputs as the sole basis for diagnosis, therapy, NDIS eligibility, NDIS funding, safeguarding, school placement, support withdrawal, or behaviour support decisions.

Each party may receive confidential information from the other. Confidential information includes non-public business, technical, financial, product, security, customer, user, and strategic information that should reasonably be understood as confidential.

The receiving party will protect confidential information using reasonable care and will use it only to perform or receive the services. Confidentiality obligations do not apply to information that is public through no fault of the receiving party, independently developed, rightfully received from another source, or required to be disclosed by law.

Philomathia retains all rights in the services, software, documentation, models, prompts, product design, methods, know-how, and related intellectual property. Customer receives only the limited right to access and use the services during the applicable term.

Customer retains rights in Customer Data. Feedback, suggestions, and product requests may be used by Philomathia without restriction or obligation, provided Philomathia does not disclose Customer confidential information in doing so.

Fees, payment dates, taxes, renewal terms, usage limits, and cancellation rights are set out in the applicable order form. Unless the order form says otherwise, invoices are payable within 14 days and fees are non-refundable except where required by law or expressly stated in writing.

Philomathia may suspend access if Customer fails to pay overdue amounts, creates a security risk, materially breaches the agreement, or uses the services in a way that could harm Philomathia, users, or third parties.

Either party may terminate for material breach if the breach is not cured within 30 days after written notice. Philomathia may terminate immediately for unlawful use, security abuse, or serious misuse of the services.

After termination or expiry, Customer access will end. Upon request, Philomathia will provide reasonable assistance to export available Customer Data, subject to product capabilities, legal limits, and unpaid fees. Backup copies may persist for a limited period under standard retention processes.

For child or participant data, Customer should request export, deletion, or retention handling before access ends so Philomathia can support required parent, guardian, participant, school, or customer obligations.

Neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, goodwill, or business opportunity, even if advised of the possibility.

Except for payment obligations, confidentiality breaches, intellectual property misuse, and liability that cannot be limited by law, each party's aggregate liability is limited to the amounts paid or payable under the applicable order form during the 12 months before the claim arose.

Neither party may assign the agreement without the other party's consent, except to an affiliate or in connection with a merger, acquisition, reorganisation, or sale of substantially all assets. Neither party is responsible for delays caused by events beyond its reasonable control.

This online MSA is a default commercial framework and should be reviewed by legal counsel before Philomathia represents that a deployment involving child or participant data is fully compliant.

Questions about commercial terms, procurement, or contracting can be sent to [email protected].