Master Services & Terms Agreement

This Software License + Marketing Agreement (the “Agreement”) is entered into as of [the “Effective Date”) by and between:

1. HQ Agency (“Licensor”), a company incorporated and registered in [Melbourne Victoria, Australia], with its principal office located at [401 St Kilda Rd Melbourne 3000], and

2. [Customer] (“Licensee”), with its principal address at [insert address]

1. Scope of Services

HQ Agency agrees to provide software services including property listing distribution, campaign reporting, portal integrations, and related support services as described in its product documentation and website.

2. Definitions

2.1 “Software” refers to the property technology software solutions provided by Licensor, HQ Agency

2.2 “Services” refers to any support, maintenance, or additional services associated with the Software, as described in separate ‘Service Level Agreement’ .

2.3 “License” refers to the rights granted by Licensor to Licensee for the use of the Software as specified in Section 3.

2.4. ‘Marketing’ refers to the advertising across the Reach+ network of portals and social platforms

3. Grant of License

3.1 License Grant: Licensor grants Licensee a [non-exclusive/perpetual/limited] license to use the Software, subject to the terms of this Agreement.

3.2 Scope of Use: The License is granted solely for Licensee’s internal business purposes and may not be used for any other purpose without Licensor’s prior written consent.

3.3 Restrictions: Licensee agrees not to:

• Reverse engineer, decompile, or disassemble the Software.

• Use the Software beyond the licensed scope.

• Transfer, sublicense, or assign the License without prior written consent from Licensor.

4. Delivery and Installation

4.1 Delivery: Licensor shall deliver the Software to Licensee in a format suitable for installation and use within [30 days].

4.2 Installation: Licensee is responsible for installing the Software unless otherwise specified

5. Fees and Payment Terms

5.1 The first month’s subscription fee is payable in full on the start date of usage of the HQ Agency platform.

5.2 HQ Agency reserves the right to suspend Services for non-payment, following reasonable notice to the Customer.

5.3 Ongoing fees will be billed according to the selected subscription term (monthly, quarterly, or annually) as outlined in the Service Schedule.

5.4 All invoices are payable within 14 days of issue unless otherwise agreed in writing.

5.5 A late payment fee of 10% of the overdue amount may be applied to any invoice not paid within 14 days of the due date, unless otherwise agreed in writing.

6. Cooling-Off Period

The Client may cancel this Agreement within 14 days of the Effective Date without penalty, provided that no API integration or service implementation work has commenced.

7. Minimum Requirements

There are no minimum usage, spend, or listing volume requirements unless otherwise stated in a specific Proposal or Service Schedule.

8. API Usage and Fair Use Policy

8.1 HQ Agency provides API access to support listing distribution, analytics, and integrations with client systems.

8.2 Fair Use Limit: HQ Agency does not impose a hard limit on the number of API calls per month.

8.3 However, we monitor usage patterns to ensure consistent platform performance and reliability for all users.

8.4 If unusually high or potentially abusive activity is detected, we may throttle usage or reach out to discuss your integration and explore optimizations.

8.5 HQ Agency reserves the right to apply rate-limiting if required to maintain system stability.

9. Service Availability, Warranty and Support

9.1 Warranty: Licensor warrants that the Software will perform for a period of 3 months.

9.2 Support: Licensor shall provide support and maintenance as outlined in SLA.

9.3 Exclusions: Licensor does not warrant uninterrupted or error-free operation of the Software.

9.4 HQ Agency will use reasonable endeavours to ensure the platform is available at least 99% of the time,

9.5 Excluding: Scheduled maintenance
third-party outages (including portal providers)

9.6 Support requests will be responded to:
Critical issues: within 1 business day
General support: within 2 business days

10. Intellectual Property

10.1 All intellectual property rights in the Platform, Services and associated technology — including software, APIs, workflows, automation systems, integrations, reporting tools, source code, documentation and proprietary methodologies — remain the exclusive property of HQ.

10.2 Nothing in this Agreement transfers ownership of HQ intellectual property to the Customer.

10.3 The Customer must not reverse engineer, copy, modify, replicate, resell, commercially exploit or create derivative works from the Platform or Services without HQ’s prior written consent.

10.4 Any feedback or suggestions provided by the Customer may be used by HQ without restriction or obligation.

10.5 Infringement Indemnity: Licensor shall defend and indemnify Licensee against claims alleging that the Software infringes third-party intellectual property rights, subject to Section 7.2.

11. Limitation of Liability

11.1 Liability Cap: HQ Agency’s total liability arising out of or in connection with the Services is limited to the total fees paid by the Customer in the 3 months preceding the claim.

11.2 Exclusion of Damages: HQ Agency is not liable for any indirect, incidental, or consequential loss, including loss of revenue, profit, or opportunity.

12. Term, Termination & Exit

12.1 Termination for Cause: Either party may terminate this Agreement immediately if the other materially breaches any term and fails to remedy the breach within 14 days of written notice.

12.2 Term Options: The Client may select a subscription term of 3 months, 6 months, or 12 months, as specified in the signed Service Schedule or Proposal. The selected term begins on the Effective Date.

12.3 Auto-Renewal: Upon expiry, the Agreement will automatically renew for the same duration unless either party provides at least 30 days’ written notice prior to renewal.

12.4 Termination for Convenience: Either party may terminate this Agreement at any time by providing 30 days’ written notice, regardless of the remaining term. Any unused portion of prepaid fees is non-refundable unless agreed otherwise in writing.

12.5 Data & Access Upon termination:

• Customer access will cease
• HQ Agency will provide a reasonable export of Customer Data upon request
• data may be deleted after 30 days

13. Confidentiality

13.1 Definition: Both parties agree to keep confidential any non-public information disclosed under this Agreement.

13.2 Exclusions: Confidential information does not include information that is publicly available, independently developed, or disclosed by a third party without restriction.

14. General Provisions

14.1 Governing Law: This Agreement shall be governed by the laws of State of Victoria, Australia.

14.2 Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements.

14.3 Amendments: Any amendments to this Agreement must be in writing and signed by both parties.

14.4 Notices: Notices under this Agreement shall be sent to the addresses specified above.

15. Data Ownership & Privacy

15.1 All data uploaded, submitted, or generated by the Customer (“Customer Data”) remains the property of the Customer at all times.

HQ Agency will:
15.2 Only use Customer Data to provide the Services
not sell or disclose Customer Data to third parties except where required to deliver the Services

15.3 Comply with the Privacy Act 1988 (Cth) and Australian Privacy Principles

15.4 HQ Agency may store data using third-party cloud providers (including offshore locations), provided reasonable security standards are maintained.

15.5 In the event of a data breach that materially impacts Customer Data, HQ Agency will notify the Customer as soon as reasonably practicable.

16. Security, Incident Response & System Integrity

16.1 HQ implements reasonable administrative, technical and organisational measures to protect the Platform and Customer Data against unauthorised access, misuse or disclosure.

• secure hosting environments
• access controls
• regular system monitoring

16.2 The Customer is responsible for:

• maintaining the confidentiality of login credentials;
• managing authorised users;
• notifying HQ of any suspected unauthorised access.

16.3 While HQ Agency does not guarantee the Services will be uninterrupted or error-free, it will use reasonable efforts to maintain platform availability and integrity.

16.4 HQ will use reasonable efforts to notify affected Customers of material security incidents impacting Customer Data.

17. Third-Party Integrations

17.1 The Services integrate with third-party platforms (including property portals and advertising platforms).

17.2 HQ Agency:

• does not control these platforms
• is not responsible for their availability, performance, or changes
• Any disruptions caused by third-party platforms do not constitute a breach of these Terms.

18. Commercial Positioning Clause

18.1 HQ Agency provides a platform designed to optimise listing distribution, marketing performance, and operational efficiency across multiple property platforms.

18.2 The Customer acknowledges that results (including lead volume and cost per lead) may vary depending on market conditions, third-party platforms, and campaign execution.

19. Future-Proof

19.1 HQ Tech may introduce new features, integrations, or enhancements from time to time to improve platform performance and capability.