Master Services Agreement

A signable framework for larger or ongoing engagements: one Master Services Agreement, with each piece of work described in its own Statement of Work.

Last updated: 15 July 2026

This Master Services Agreement ("MSA") is a framework for ongoing or larger engagements between Jewell Group Pty Ltd as trustee for Jewell Group Trust (ABN 56 822 550 848), trading as Jewell ("Jewell"), and the client. It is intended to be signed. Individual pieces of work are described in Statements of Work ("SOWs") issued under it. The MSA and each SOW together form the contract for that work.

Structure and order of precedence

Where there is any inconsistency, the following order of precedence applies (higher prevails over lower for the work in question):

• 1. The relevant Statement of Work;
• 2. This Master Services Agreement;
• 3. Any service-specific terms published in Jewell's legal library;
• 4. Jewell's Website Terms of Use.

Engagement model

Jewell leads and is accountable for delivery. Engagements typically begin with a fixed-scope Growth Diagnostic and move through Jewell's 3D Process (Discover, Design, Deploy, with a continuous Deepen loop). Each SOW sets out scope, deliverables, fees, timing and any service levels. Work is authorised when a SOW is signed or accepted in writing.

1. Scope and change control

Each SOW defines the services and deliverables. Anything not described in a SOW is out of scope. Changes are managed through a written change request signed or accepted by both parties, recording any effect on scope, fees and timing before the change takes effect.

2. Fees and payment

• Prices exclude GST unless stated; GST is added where it applies.
• Fees are invoiced as set out in each SOW.
• Unless a SOW states otherwise, invoices are payable within 14 days of the invoice date.
• Overdue invoices may lead to suspension of work and attract interest at 2% above the Reserve Bank of Australia cash rate, accruing daily.
• A disputed invoice must be raised in good faith in writing within 7 days; undisputed amounts remain payable on time.

3. Third-party and pass-through costs

Media and ad spend, printing, stock, fonts, plugins, hosting, licences, venue and similar third-party costs are billed at cost or as quoted, in addition to fees. Committed costs are non-refundable to the extent Jewell cannot recover them.

4. Partner delivery and subcontracting

• Jewell may engage specialist partners and subcontractors to deliver all or part of the work, and remains fully responsible for that delivery as if performed by Jewell.
• The client's contract is with Jewell alone; no relationship is created between the client and any subcontractor.
• Confidentiality, privacy and IP obligations flow down to subcontractors.
• For 12 months after the relevant SOW ends, neither party will solicit or hire the other's personnel, partners or subcontractors involved in the work, except by mutual written agreement. General, untargeted recruitment advertising is not a breach.

5. AI-assisted delivery

• Jewell uses AI tools under human direction and review to deliver efficiently and pass value to the client.
• A qualified person reviews and remains accountable for every deliverable.
• The client's confidential material is not used to train publicly available AI models.
• Where a deliverable is substantially AI-generated, Jewell will say so on request.
• The client remains responsible for final review and approval before public use. See the AI Disclosure page.

6. Intellectual property

On payment in full, the client owns the IP in final deliverables created specifically for it. Jewell retains all pre-existing and background IP, methods, frameworks (including the 3D Process), tools, code libraries, prompts and AI harnesses, and know-how, and grants the client a perpetual, non-exclusive licence to use them as embedded in the deliverables. Third-party and stock materials remain licensed under their own terms. Jewell will obtain moral rights consents where required.

7. Case studies and portfolio

Jewell may reference non-confidential work — including the client's name, logo and factual outcomes — in its case studies, portfolio, proposals and marketing. The client may opt out or restrict this at any time by written notice, and anything agreed as confidential stays out.

8. Confidentiality

Each party keeps the other's confidential information confidential and uses it only for the engagement, subject to the usual exceptions (public information, prior knowledge, independent development, disclosure required by law). These obligations survive 5 years after the engagement ends, and indefinitely for trade secrets.

9. Privacy

Each party complies with the Privacy Act 1988 (Cth). Jewell handles personal information in line with its Privacy Policy and, where it applies, the Data Processing Addendum, which is incorporated into this MSA when the parties agree it applies.

10. Australian Consumer Law

Nothing in this MSA excludes any consumer guarantee or remedy under the Australian Consumer Law that cannot lawfully be excluded. To the extent permitted, Jewell's liability for breach of a non-excludable guarantee for services is limited, at Jewell's option, to resupplying the services or paying the cost of resupply (section 64A).

11. Liability

• Subject to the Australian Consumer Law and the carve-outs below, Jewell's aggregate liability is capped at the fees paid or payable under the relevant SOW in the 12 months before the event giving rise to the claim.
• Jewell is not liable for indirect or consequential loss, or for loss of profit, revenue, data or goodwill.
• Liability is reduced to the extent the client's acts, omissions or breach contributed to the loss.
• Jewell is not liable for the acts, omissions or outages of third-party platforms beyond using reasonable efforts to pass through available remedies.
• Nothing limits liability that cannot be limited by law, or liability for fraud or wilful misconduct.

12. Client obligations

The client will provide timely information, materials, access and approvals, nominate an authorised decision-maker, and ensure the accuracy of content it supplies. The client warrants it has the rights to materials it provides. Delays from missing information or approvals extend timelines accordingly.

13. Term, suspension and termination

• This MSA continues until terminated. Individual SOWs run for their stated term.
• Either party may terminate this MSA or any SOW for material breach not remedied within 14 days of written notice, or immediately on the other's insolvency.
• The client may terminate a SOW for convenience on 14 days' written notice, paying for work performed plus committed third-party costs to the date of termination.
• Jewell may suspend work for non-payment.
• On termination, amounts due are paid, paid-for deliverables are handed over in their then-current form, and each party returns or deletes the other's confidential information on request. Terminating the MSA does not end SOWs already on foot unless the parties agree; surviving clauses continue.

14. Disputes and governing law

The parties will first attempt good-faith resolution through senior representatives within 10 business days, then refer any unresolved dispute to mediation administered by the Resolution Institute in Sydney before commencing court proceedings, except for urgent injunctive relief. This MSA is governed by the laws of New South Wales, Australia, and the parties submit to the exclusive jurisdiction of its courts.

15. General

• This MSA and its SOWs are the entire agreement between the parties on their subject matter and supersede prior discussions.
• This MSA may be varied only in writing signed by both parties.
• Neither party may assign without the other's consent, except that Jewell may assign or novate to an affiliate or on a restructure.
• Notices may be given by email to the parties' nominated addresses.
• Unenforceable provisions are severed; the rest continues. No failure to enforce is a waiver.
• Neither party is liable for delay or failure caused by force majeure.
• The parties are independent contractors; nothing creates a partnership, agency or employment relationship.

Jewell Group Pty Ltd. These terms may change without notice; the current version lives here. Questions? hello@jewellai.com.