This Master Services Agreement (the “MSA”) sets out the standard terms on which Rangere Operations Pty Ltd (ABN 15 694 863 253), trading as Strattie (“Strattie”, “we”, “us”, “our”), supplies the Strattie platform and related services to a customer (the “Client”). It applies when it is referenced by a signed Strattie Sales Order (an “Order Form”). The commercial details of each engagement — the modules, fees, tenancies, term, and any special conditions — are set out in the Order Form, not here.
Agreement means this MSA together with the Order Form that references it. Order Form means the Strattie Sales Order signed by the Client that incorporates this MSA. Platform means the Strattie software modules listed in the Order Form. Tenancy means a single licensed instance of the Platform for one brand entity. Client Data means data the Client provides to, or generates through, the Platform.
The Agreement is formed by the Order Form and this MSA read together. If there is any inconsistency, the Order Form (including any special conditions in it) prevails for commercial and deal-specific terms, and this MSA prevails for everything else.
Strattie grants the Client a non-exclusive, non-transferable right to access and use the Platform modules and tenancies set out in the Order Form, for the Client's internal business use, during the term. The Client may not resell, sublicense, or provide the Platform to third parties without Strattie's written consent.
The initial term is the period stated in the Order Form. It renews for successive twelve-month terms unless either party gives written notice of non-renewal at least thirty days before the end of the then-current term. Fees for a renewal term are set at Strattie's then-current rates, notified in advance of renewal.
5.1 Subscription fees are payable annually in advance.
5.2 Usage is reviewed quarterly. Where usage has increased above the level the current fee reflects (for example additional SKU-retailer combinations, additional tenancies, or higher promo revenue), a true-up is invoiced for the increase. True-ups are bill-up-only: fees are not reduced mid-term for a decrease in usage.
5.3 Where the Order Form includes the Promo tier, that tier's fee is capped at AUD $120,000 per year regardless of promo revenue.
5.4 Implementation fees are one-off and invoiced on acceptance of the Order Form.
All amounts are in Australian dollars and exclusive of GST unless stated otherwise.
Invoices are payable within the number of days stated in the Order Form, or within fourteen days of the invoice date if the Order Form does not state a period. The implementation fee and the first annual subscription are invoiced on acceptance of the Order Form, and access to the Platform and commencement of onboarding are conditional on receipt of that payment. Overdue amounts may accrue interest at a reasonable commercial rate, and Strattie may suspend access while amounts are outstanding.
Strattie will use reasonable efforts to keep the Platform available and to provide support during normal Australian business hours, excluding scheduled maintenance. Where an Order Form states a specific availability target or support window for an engagement, that commitment applies for that engagement in place of this clause.
Strattie will configure the Platform, connect the agreed data sources, and validate initial outputs for the licensed tenancies. The Client will provide timely access to data, systems, and the people needed for onboarding. Delays caused by the Client do not extend the term or reduce the fees.
As between the parties, the Client owns all Client Data. The Client grants Strattie the right to process Client Data to provide the Platform and services. Strattie will handle personal information in accordance with the Privacy Act 1988 (Cth) and the Strattie Privacy Policy, and will not use Client Data other than to provide and improve the services to the Client.
Each party will keep the other's confidential information confidential and use it only for the purposes of the Agreement. The commercial terms, including pricing, are confidential to both parties.
Strattie owns all intellectual property in the Platform and in any improvements to it. Nothing in the Agreement transfers ownership of the Platform to the Client. The Client retains ownership of Client Data and of its own materials.
12.1 Strattie warrants it will provide the services with reasonable care and skill. Except as required by law, the Platform is otherwise provided on an as-is basis.
12.2 Nothing in the Agreement excludes rights that cannot be excluded under the Australian Consumer Law or other applicable law.
12.3 To the extent permitted by law, neither party is liable for indirect or consequential loss, or for loss of profit, revenue, or data. Each party's total aggregate liability arising out of the Agreement is limited to the fees paid by the Client in the twelve months before the event giving rise to the liability.
The Client indemnifies Strattie against claims arising from the Client's unlawful use of the Platform or from Client Data infringing a third party's rights. Strattie indemnifies the Client against third-party claims that the Platform, used as permitted, infringes that third party's intellectual property.
Either party may terminate for material breach that is not remedied within fourteen days of written notice, or immediately if the other party becomes insolvent. Strattie may suspend access for non-payment. On termination, the Client's access ends, outstanding fees fall due, and prepaid fees for a period after termination are non-refundable except where termination is for Strattie's uncured material breach.
Neither party is liable for failure to perform caused by events beyond its reasonable control. Payment obligations are not excused by this clause.
Notices must be in writing and sent to the parties' nominated contacts, including by email to the Client contact named in the Order Form.
The Agreement is governed by the laws of the State of Victoria, Australia, and the parties submit to the non-exclusive jurisdiction of the courts of that state.
The Order Form and this MSA are the entire agreement between the parties and supersede prior discussions. No variation is effective unless in writing and signed by both parties. If any provision is unenforceable, the rest continues in force.
Rangere Operations Pty Ltd · trading as Strattie
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