Oyonnx Master Service Agreement

Agreement: means this Master Service Agreement, together with any Schedule A referencing it. Services: The advisory, accounting, HR, and management services detailed in Schedule A. Deliverables: All documents, reports, templates, outputs produced by Oyonnx. Client: The individual or entity receiving services. Fees: Charges payable for the Services. Business Day: Any day other than weekends and public holidays. Commencement Date: means the date specified in the applicable Schedule A. Schedule A: The document that sets out client specific services, fees, term, and commercial details. Minimum Term: means the minimum service period specified in the applicable Schedule A, during which the Client is committed to the Services.

The Client agrees to engage the Company's services and abide by the following Terms and Conditions as outlined below.

2.1 Fees and Payment

Fees for services are set out in Schedule A. All fees exclude third party disbursements such as government charges, filing fees, or software subscriptions. Invoices are due within seven (7) days unless otherwise specified. Late payments may result in services being paused. The Client is responsible for ensuring all information supplied is complete and accurate. The Client remains responsible for all business decisions, statutory filings, and compliance outcomes arising from the Services, including but not limited to tax, employment, and health and safety obligations. Oyonnx is not liable for delays, penalties, or errors caused by incomplete, incorrect, or late information. For certain services or project based work, the Company may require a deposit which may become non refundable once work has commenced or costs have been incurred.

2.2 Termination of Services

Either party may terminate this Agreement with four (4) weeks' written notice. Where the applicable Schedule A specifies a Minimum Term, the Client acknowledges that this constitutes a fixed term service commitment. Unless otherwise stated in Schedule A, the Minimum Term shall be twelve (12) months. Early termination does not relieve the Client from payment of all fees payable for the remainder of the Minimum Term, unless otherwise agreed in writing by the Company.

2.3 Term of Agreement

The term and Minimum Term of Services will be as specified in the applicable Schedule A. Unless otherwise stated, Services will automatically renew in accordance with the renewal terms set out in Schedule A.

2.4 Limitation of Liability

In no event shall the Company be liable for any indirect, incidental, special, or consequential damages, including but not limited to loss of profits, revenue, data, goodwill or use, incurred by the Client or any third party, whether in an action in contract or tort, even if the Company has been advised of the possibility of such damages. The total liability of the Company for any claim arising out of or in connection with this Agreement shall not exceed the total Fees paid by the Client to the Company during the three (3) months immediately preceding the event giving rise to the claim. Neither party shall be responsible, liable, or considered in breach of the Agreement for any failure to fulfil its obligations under the Agreement if such failure is directly caused by the other party's non compliance with its obligations, or by the negligence or misconduct of the other party or its personnel. Each party must take reasonable steps to mitigate any loss, damage, cost, or expense it may suffer or incur as a result of any action or inaction by the other party under or in connection with the Agreement. The Client acknowledges that the Services are acquired for business purposes and, to the maximum extent permitted by law, the Consumer Guarantees Act 1993 does not apply.

2.5 Communication and Consent

The Company may communicate with the Client via email, phone, or text messages regarding service delivery, operational updates, and relevant business opportunities. The Client may opt out of non essential communications at any time by notifying the Company in writing.

2.6 Security and Data Protection

All information pertaining to the Client held by The Company is strictly confidential and will only be used in relation to the services provided. The Company implements reasonable security measures to protect this information but cannot be held liable for unauthorized access due to circumstances beyond its control. The Company is not responsible for any failure, delay, or disruption caused by third party software platforms, government systems, or external service providers relied upon in delivering the Services. The Company will comply with the Privacy Act 2020 when handling personal information. The Client agrees to provide any required privacy notices to its employees, customers, or representatives whose information is shared with the Company.

2.7 Termination Rights

The Company reserves the right to approve or decline service applications. The Company will act reasonably and in good faith when exercising its right to terminate under this clause. Termination by Company: The Company may terminate this Agreement immediately, by written notice to the Client, if the Client: fails to pay any invoice by the due date, and such payment is not made within five (5) business days after receiving written notice from the Company; breaches any material obligation under this Agreement and does not remedy that breach within seven (7) days of receiving written notice requiring it to do so; provides false, misleading, incomplete, or inaccurate information that affects the delivery, accuracy, legality, or safety of the Services; engages in behaviour or conduct that makes continuation of the Services unsafe, unethical, unprofessional, or impractical in the Company's reasonable opinion; becomes insolvent, enters liquidation, voluntary administration, or any arrangement with creditors that may impact the ability to meet obligations under this Agreement. Termination by the Client: The Client may terminate this Agreement at any time by providing four (4) weeks' written notice. Financial Obligations on Termination: Termination, whether by the Client or the Company, does not release the Client from its obligation to pay all outstanding invoices, all fees for services already delivered, and any minimum term fees agreed to in Schedule A, unless otherwise agreed in writing by the Company.

2.8 Dispute Resolution

In the event of any dispute arising out of or relating to this Agreement, the parties agree to first attempt to resolve the dispute through good faith negotiations. If the dispute cannot be resolved through negotiations within thirty (30) days, the parties agree to submit the dispute to mediation conducted by a mutually agreed upon mediator. Both parties will continue to perform their obligations in good faith while the dispute resolution process is underway. If mediation is unsuccessful, either party may pursue remedies available under New Zealand law.

The Client acknowledges that this Agreement sets out the general terms and conditions governing all services provided by Oyonnx. The Client confirms that they have reviewed, understood, and accepted the terms of this Agreement prior to entering into any Schedule A. No services will be provided, and no Schedule A will take effect, unless and until this Agreement has been accepted by the Client in accordance with its terms.

Services are provided in accordance with the descriptions outlined in invoices, quotations, estimates, statements of work, or other work commencement forms authorized by the Client. The Company will perform its obligations with reasonable skill and care but does not warrant that the services will be uninterrupted or error free. Any work outside the listed scope in Schedule A will be treated as additional services and charged at the Company's applicable hourly or project rates. Any services beyond those included in the service package will be invoiced separately. The Client may contact The Company for assistance with these additional services, which will be subject to separate terms and conditions. The Client acknowledges that certain services may involve inherent risks, including but not limited to data loss, operational disruptions, or compliance issues. The Company will take reasonable precautions to mitigate such risks but cannot be held liable for any outcomes arising from these inherent risks.

4.4 Reasonable Use of Services

Where Services are provided on a retainer basis, the Client acknowledges that Services are based on reasonable and anticipated support requirements. Where service requests materially exceed the expected scope, urgency, complexity, or workload reasonably anticipated under the applicable Schedule A, the Company reserves the right to charge additional fees, recommend an alternative package, or issue a separate scope of work. Where reasonably practicable, additional costs will be discussed with the Client before commencement. Response times may vary depending on operational workload, urgency, the nature of the Services, and the timely provision of information by the Client.

4.5 Advisory and Professional Services Scope

The Company may provide taxation agent services, accounting support, business advisory services, and compliance support where expressly included within the applicable Schedule A. The Company does not provide legal advice, regulated financial advice, investment advice, or specialist regulatory opinions unless expressly agreed in writing. The Client remains responsible for obtaining independent legal, taxation, financial, or specialist advice where appropriate.

4.6 Taxation Agent Services

Where the Company acts as a taxation agent on behalf of the Client: the Client remains legally responsible for the accuracy and completeness of all information supplied to Inland Revenue; the Client must provide all records, documentation, approvals, and instructions within required timeframes; the Company may rely on information supplied by the Client without independent verification unless otherwise agreed; the Company is not liable for penalties, interest, filing delays, or compliance issues resulting from incomplete, inaccurate, misleading, or late information supplied by the Client; the Client authorises the Company to communicate directly with Inland Revenue where appropriate authority has been granted.

4.7 Record Keeping Responsibilities

The Client is responsible for maintaining and retaining accurate business and taxation records in accordance with applicable New Zealand legislation, including the Tax Administration Act 1994, Goods and Services Tax Act 1985, and Income Tax Act 2007.

4.8 No Guarantee of Outcomes

The Client acknowledges that the Company provides advisory, strategic, administrative, accounting, and support services only. The Company does not guarantee commercial success, tender awards, funding approvals, revenue growth, profitability, compliance approvals, prequalification outcomes, or any specific business result or outcome. All business decisions remain the sole responsibility of the Client.

4.9 Reliance on Information

The Company is entitled to rely on the accuracy and completeness of all information, records, documents, and instructions supplied by the Client unless otherwise agreed in writing. The Company is not responsible for any loss, delay, penalty, or issue arising from reliance on inaccurate, incomplete, misleading, or late information supplied by the Client.

Nothing in this Agreement creates a relationship of employer and employee, partnership, joint venture, or agency between the parties. The Company provides services as an independent contractor and is not authorised to bind the Client or make representations on the Client's behalf. The Client remains solely responsible for all employment decisions, employment obligations, and compliance with employment legislation.

The Client remains the primary person conducting a business or undertaking (PCBU) and duty holder under the Health and Safety at Work Act 2015. The Company provides advisory and administrative support only and does not assume, manage, control, or discharge any statutory duties or obligations on behalf of the Client. Nothing in this Agreement gives the Company authority to direct, supervise, or control the Client's workers, workplaces, or health and safety systems.

Any proposed changes to the Services or Statements of Work must be communicated in writing and will take effect once mutually agreed upon by both parties. The Company reserves the right to adjust fees or timelines in response to any changes requested by the Client. This Agreement may only be modified or any right under it waived by a written document signed by authorized representatives of both parties. Any failure to enforce a provision on one occasion does not constitute a waiver of the right to enforce that provision in the future. The Company reserves the right to make minor adjustments to the Services without the Client's consent, provided these do not materially affect the scope or quality of the Services.

The Company may subcontract any or all of its obligations under these Terms or any specific Quote. The Company will remain responsible for the performance of its subcontractors and will ensure that subcontractors adhere to the same standards of service.

The Company will perform the Services with reasonable care, skill, and diligence consistent with the standards expected of a professional advisory and taxation services provider operating in New Zealand. The Company makes no warranties regarding any third party products or services that may be incorporated into the deliverables or used in the performance of the Services at the Client's request. The Company is not responsible for any errors or issues arising from materials provided by the Client. The Client warrants that all materials provided to the Company do not infringe any third party rights and comply with all applicable laws. Except as expressly stated in this Agreement, the Company disclaims all warranties, whether express, implied, statutory, or otherwise, including but not limited to any implied warranties of acceptable quality, fitness for a particular purpose, title, and non infringement.

All fees exclude third party disbursements (e.g. government charges, software subscriptions, filing fees). These may be invoiced separately. Unless otherwise stated, all fees and charges are exclusive of GST and GST will be added where applicable. The Company will provide a written estimate of the additional Fees, and the Client must approve the estimate in writing before any work on the change request commences. Overdue invoices will incur interest at 2% per month, (or the maximum rate permitted by law), calculated daily and compounded monthly, and the Client agrees to pay all collection costs, legal fees, and recovery charges incurred by the Company in recovering overdue amounts. The Company reserves the right to adjust fees based on changes in legislation, market conditions, or service offerings, with at least two weeks' written notice provided to the Client. Payments must be made according to the agreed upon schedule, with invoices due within seven (7) days unless otherwise specified. All payments must be made in full without set offs or deductions. For project based or additional services, the Company may require a deposit (typically 50%) prior to commencement, with the balance payable upon completion. The Company may withhold deliverables until full payment is received. Payments are non refundable once Services have commenced, except where required under New Zealand law. The Company reserves the right to pause or terminate services for clients with outstanding invoices. The Company may also impose additional charges for reactivation of services after suspension.

The Client may request a credit account, subject to the Company's approval based on creditworthiness. The Client warrants that all information provided to the Company for the purpose of obtaining credit is true and accurate. The Company may suspend or terminate a credit account at its discretion, with all outstanding amounts becoming immediately due. The Company is not liable for any loss or inconvenience caused by the suspension or termination of credit. Ownership of all deliverables, documents, reports, templates, systems, frameworks, and materials created by Oyonnx remains with the Company until all invoices are paid in full. The Company reserves the right to withhold, suspend, revoke, or restrict access to deliverables where payment is overdue.

Pre existing Intellectual Property: Each party retains ownership of all intellectual property rights in any materials or information that they bring to the agreement (“Pre existing IP”). Neither party shall acquire any right, title, or interest in the other party's Pre existing IP. All intellectual property rights in the Deliverables created by the Company under this Agreement transfer to the Client only upon full and final payment of all Fees relating to those Deliverables. Until full payment is made, the Company retains ownership of all intellectual property rights in the Deliverables. To the extent that any of the Company's Pre existing IP is incorporated into the Deliverables, the Company grants the Client a non exclusive, royalty free, perpetual, and irrevocable license to use, reproduce, and modify the Pre existing IP solely as part of the Deliverables and for the purpose of utilizing the Deliverables.

Both parties agree to maintain the confidentiality of any proprietary or confidential information that is not publicly available and is obtained and disclosed from the other party in the course of, or in connection with, this Agreement. Confidential information may only be disclosed to employees, agents, or subcontractors involved in the performance of obligations under this Agreement, and only to the extent necessary to fulfil those obligations. Any material breach of confidentiality by the Client may result in suspension or termination of services and the Company reserving its rights to pursue remedies available under New Zealand law.

Oyonnx may request permission to reference the Client's name, logo, or non confidential deliverables for portfolio or marketing purposes. The Company will only use the Client's name or logo with the Client's prior written approval. The Company may use anonymised, non confidential case studies to demonstrate service outcomes unless the Client notifies the Company in writing that it does not wish this to occur.

Neither party is liable for delays or failures caused by events beyond their reasonable control, including natural disasters, outages, pandemics, government actions, or system failures.

This Agreement and any Schedule A may be executed electronically and electronic signatures shall be deemed legally binding.

This Agreement is governed by and construed in accordance with the laws of New Zealand, and the parties submit to the non exclusive jurisdiction of the courts of New Zealand. This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, or agreements, whether written or oral, relating to its subject matter. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect. The Client may not assign, novate, or transfer any of its rights or obligations under this Agreement without the prior written consent of the Company. If there is any inconsistency between this Agreement and any Schedule A, the terms of the Schedule A will prevail only in respect of the services, fees, and term specified in that Schedule A. Each Schedule A forms part of this Agreement and must be read together with this Master Service Agreement. Any notice under this Agreement must be provided in writing by email or other agreed communication method to the relevant party's last known contact details.

This Agreement forms part of Oyonnx Limited's controlled business documentation framework and may be reviewed and updated periodically to align with New Zealand legislation, taxation agent obligations, operational requirements, professional advisory standards, and continuous improvement practices. Current Agreement Version: Version 4.0, Reviewed 12/05/2026.