Master services agreement, data and analytics services

Master services agreement

A data consultancy and an insurer sign this once and then buy work under it for three years. It is the rare contract whose whole purpose is to make the next twenty contracts short.

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Master services agreement

Data and Analytics Services

Between Ridgeway Data Pty Ltd and Corella Insurance Group Ltd

Ridgeway Data Pty Ltd
Commencing 1 September 2026
How this agreement works
2
Term
3
Charges and invoicing
3
Intellectual property
4
Confidentiality and data
5
Warranties
5
Liability and indemnity
6
Insurance
6
People
7
Termination
7
Resolving a dispute
8
General
8
Parties

This master services agreement is made on 1 September 2026 between Ridgeway Data Pty Ltd, ABN 88 442 015 336, of Level 6, 120 Hindley Street, Adelaide SA 5000, called the Supplier, and Corella Insurance Group Ltd, ABN 21 005 774 902, of 88 Phillip Street, Sydney NSW 2000, called the Customer.

1. How this agreement works
1.1
A framework, not an order
This agreement sets the terms on which the Supplier may provide services. On its own it commits the Customer to buy nothing and the Supplier to deliver nothing. Work begins only when a statement of work is signed.
1.2
Statements of work
Each engagement is described in its own statement of work, naming the scope, the deliverables, the timetable, the charges, the acceptance criteria and the named people who will do the work. A statement of work takes effect when both parties sign it and incorporates this agreement by reference.
1.3
Order of precedence
Where documents conflict, the order is: a signed variation, then the statement of work for the engagement in question, then this agreement, then any schedule. Terms printed on a purchase order, a quotation or a portal click through have no effect between the parties.
1.4
No exclusivity
Neither party is restricted from contracting with anyone else, including a competitor of the other, provided clause 5 is observed.
What this agreement deliberately leaves out
There is no scope, no deliverable, no date and no price anywhere in it. All four live in a statement of work. That is what lets one signed framework carry twenty engagements over three years without being renegotiated each time.
2. Term
2.1
Initial term
Three years from 1 September 2026.
2.2
Renewal
The agreement then continues for successive periods of twelve months unless either party gives 90 days written notice before the end of the current period.
2.3
Work already under way
A statement of work that is still running when this agreement ends continues on these terms until it is completed or ended under clause 10. Ending this agreement does not by itself end any statement of work.
3. Charges and invoicing
3.1
Where the numbers live
Rates are in Schedule 1. The amount payable for an engagement is in its statement of work. The rates in Schedule 1 are held for the first 24 months and then reviewed annually, capped at the consumer price index plus two percent.
3.2
Invoicing
The Supplier invoices monthly in arrears, quoting the statement of work number and the purchase order given by the Customer. Payment is due 30 days from a correct invoice. An invoice missing either reference is returned rather than held.
3.3
Disputed amounts
The Customer pays the undisputed part of an invoice on time and notifies the disputed part, with reasons, within ten business days of receipt. A properly notified amount does not attract interest or suspension while it is being reviewed.
3.4
Expenses
Travel and accommodation are charged at cost with receipts, and only where the statement of work says so. Air travel is economy class for any sector under four hours.
4. Intellectual property
4.1
What each party already owns
Each party keeps the intellectual property it owned before this agreement and anything it develops independently of the services. Nothing in this agreement transfers that ownership.
4.2
Deliverables
Intellectual property in a deliverable assigns to the Customer on payment in full for that deliverable, not on delivery of it. Until payment the Customer has a licence to use the deliverable for evaluation and acceptance only.
4.3
Supplier material inside a deliverable
Where a deliverable contains Supplier background material, the Supplier grants a perpetual, irrevocable, non exclusive licence to use, copy and modify that material to the extent needed to use the deliverable.
4.4
Open source
The Supplier will not include software under a licence that would require the Customer to publish its own source code, without prior written consent. Each deliverable is accompanied by a list of the open source components in it and their licences.
5. Confidentiality and data
5.1
Confidential information
Each party keeps information belonging to the other confidential, uses it only to perform this agreement, and returns or destroys it within 30 days of a written request. The obligation survives for five years after this agreement ends.
5.2
Personal information
The Supplier handles personal information only on documented instructions from the Customer, keeps it within Australia, and tells the Customer within 24 hours of becoming aware of anything that may be an eligible data breach, whether or not it has finished investigating.
5.3
Subcontractors
The Supplier may engage the subcontractors named in a statement of work, remains fully liable for their acts and omissions, and binds each of them to obligations no less protective than these.
6. Warranties
6.1
Standard of work
The Supplier will perform the services with the care and skill of a competent professional in the same field, using people who hold the qualifications and experience stated in the statement of work.
6.2
Remedy
If a deliverable fails the acceptance criteria in its statement of work, the Supplier re-performs the work at no charge within the period set there. Re-performance is the first remedy, and the Customer may claim damages only if it fails.
6.3
No other warranty
Apart from the warranties in this agreement and those that cannot be excluded by law, no other warranty is given. In particular the Supplier does not warrant that a deliverable will produce any particular commercial result.
7. Liability and indemnity
7.1
Cap
The total liability of each party under a statement of work is capped at the charges paid or payable under that statement of work in the twelve months before the event giving rise to the claim. Each statement of work has its own cap.
7.2
Excluded loss
Neither party is liable for loss of profit, revenue, goodwill or anticipated savings, or for indirect or consequential loss, however it arises.
7.3
What the cap does not cover
The cap and the exclusions do not apply to death or personal injury caused by negligence, to fraud or wilful misconduct, to a breach of clause 5, or to the indemnity in clause 7.4.
7.4
Intellectual property indemnity
The Supplier indemnifies the Customer against a third party claim that a deliverable infringes intellectual property rights, provided the Customer notifies the Supplier promptly, allows the Supplier to conduct the defence, and does not admit liability.
8. Insurance
Cover
Minimum limit
Evidence
Professional indemnity
$5,000,000 each claim
Certificate at each renewal
Public liability
$20,000,000 each occurrence
Certificate at each renewal
Cyber liability
$5,000,000 in the aggregate
Certificate at each renewal
Workers compensation
As required by law
Certificate at each renewal
8.1
Maintaining cover
Policies are placed with an insurer rated A minus or better, held for the whole term, and the professional indemnity and cyber policies are held for a further two years after the last statement of work ends.
9. People
9.1
Named people
The people named in a statement of work are not replaced without consent from the Customer, which will not be unreasonably withheld. A replacement receives a two week handover from the person leaving, at the cost of the Supplier.
9.2
Not hiring each other staff
Neither party will solicit an employee of the other who has worked on the services, during the engagement and for six months after it ends. Responding to a public advertisement is not solicitation.
10. Termination
10.1
For convenience
The Customer may end any statement of work on 30 days written notice and pays for work performed and for costs the Supplier has committed and cannot reasonably cancel, up to the date of termination.
10.2
For breach
Either party may end this agreement or any statement of work if the other is in material breach and has not remedied it within 20 business days of written notice describing the breach.
10.3
Insolvency
Either party may end this agreement immediately if the other becomes insolvent, has a controller appointed, or is wound up.
10.4
What happens on the way out
The Supplier hands over deliverables in progress, working documentation and system access, and returns Customer data in a usable, documented format within 20 business days. Up to 40 hours of transition assistance is included at no charge; anything beyond that is charged at Schedule 1 rates.
11. Resolving a dispute
1
Project level, five business days
The two project managers meet and try to settle it. Most disputes are about what a deliverable was supposed to include, and this is where that gets answered.
2
Sponsors, ten business days
If it is still open, the executive sponsors named in the statement of work meet, in person or by video, with a written summary from each side.
3
Mediation, fifteen business days
Either party may then refer the dispute to mediation in Sydney under the rules of a mediation body the parties agree on, sharing the mediator cost equally.
4
Court
Neither party begins proceedings until the three steps above are exhausted, except where urgent interlocutory relief is needed.
12. General
12.1
Assignment
Neither party may assign this agreement without written consent from the other, except to a related body corporate on notice.
12.2
Notices
Notices are in writing and sent by email to the addresses in Schedule 2. A notice is taken to be received when sent, unless the sender receives a delivery failure message.
12.3
Variation
This agreement may be varied only in writing signed by both parties. Conduct, correspondence and meeting minutes do not vary it.
12.4
Governing law
The laws of New South Wales apply, and both parties submit to the courts of that state.
12.5
Entire agreement
This agreement, its schedules and the statements of work signed under it are the whole agreement between the parties, and replace everything discussed or exchanged beforehand.
12.6
Counterparts and electronic signature
This agreement and any statement of work may be signed in counterparts and by electronic signature. A scanned or electronically signed copy has the same effect as an original, and no party may argue otherwise because of the method used.
Schedules
Schedule 1, rate card
Daily rates by role for engagement lead, principal engineer, data engineer, analyst and project manager, with the after hours and weekend loadings, and the annual review mechanism referred to in clause 3.1.
Schedule 2, notices and contacts
The email addresses for formal notices under clause 12.2, the executive sponsor for each party under clause 11, and the security contact for the 24 hour notification in clause 5.2.

Executed as an agreement by each party through a person authorised to bind it, who confirms that no further board or delegate approval is outstanding.

Signed for Ridgeway Data Pty Ltd
Name
:
Position
:
Date
:
Signed for Corella Insurance Group Ltd
Name
:
Position
:
Date
:

Section by section

What each section is for, so you can keep the ones you need and drop the rest.

Cover and contents
A contract cover naming both parties and the commencement date, then an auto numbered contents list for a nine page document that people jump around in.
Parties
Full legal names, ABNs and registered addresses, with the short names used for the rest of the agreement defined once.
How the framework works
Four clauses establishing that this is not an order, how statements of work attach, which document wins in a conflict, and that neither side is locked in.
Term and renewal
A three year initial term, rolling twelve month renewals with ninety days notice, and confirmation that live work survives the framework ending.
Charges and invoicing
Where rates live, the invoicing rhythm and references required, how a disputed amount is handled, and the limits on expenses.
Intellectual property
Background material stays put, deliverable rights pass on payment rather than delivery, embedded material is licensed, and open source is disclosed.
Confidentiality and data
A five year survival period, personal information kept in Australia on documented instructions, a 24 hour breach notification, and subcontractor obligations.
Warranties and liability
A professional standard of care, re-performance as the first remedy, a per engagement cap, excluded loss, the carve outs and the IP indemnity.
Insurance
A four row table of covers and minimum limits with the evidence required, plus the insurer rating and the run off period after the last engagement.
People and termination
Named people cannot be swapped silently, neither side poaches the other staff, and the exit clause covers notice, breach, insolvency and handover.
Dispute ladder
Four timed steps from project managers to sponsors to mediation before anyone can go to court, except for urgent relief.
Schedules and execution
What each schedule contains and where it is referenced, then signature blocks for both parties with an authority confirmation.

Clauses in this document

What makes this document work

It contains no scope and no price

Clause 1.1 says the agreement commits neither side to anything, and clause 1.3 ranks the statement of work above the agreement itself. Scope, dates and money live there and are argued about there.

The liability cap is per engagement

Each statement of work carries its own cap, set at the charges under that statement of work in the twelve months before the claim. A small piece of work never inherits the exposure of a large one.

Leaving is agreed while everyone is friendly

Clause 10.4 sets a twenty business day handover of data in a usable format and forty hours of transition help at no charge, written at signing rather than negotiated during an exit.

Questions people ask

What is a master services agreement?

A framework signed once that carries the legal terms for every engagement between two organisations. Each piece of work is then bought with a short statement of work that only has to describe the work.

How is it different from a statement of work?

The agreement holds liability, intellectual property, confidentiality and termination. The statement of work holds scope, deliverables, acceptance criteria, dates, people and price. Where they conflict, this one puts the statement of work first.

Does signing an agreement like this commit you to spend anything?

No. Clause 1.1 states it plainly: on its own it commits the customer to buy nothing and the supplier to deliver nothing. Nothing happens until a statement of work is signed by both.

Which clauses get negotiated hardest?

Usually four: the liability cap and what sits outside it, whether intellectual property assigns on delivery or on payment, where personal information is allowed to live, and how long the non solicitation of staff runs.

What is a dispute ladder?

A sequence of steps before anyone goes to court. This agreement sets one out, moving from the day to day contacts, to senior representatives, then to mediation. Most commercial disputes are solved at the second rung, and having the escalation written down means somebody senior gets involved before positions harden.

Why does the framework separate charges from the statements of work?

Because the rates should survive individual projects. This agreement holds charging mechanics, invoicing and payment terms at the framework level, then lets each statement of work carry its own scope and fee. Renegotiating one project then does not reopen the payment terms both legal teams already agreed.

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Sources

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