Terms and Conditions
MASTER SERVICES AGREEMENT
KartaSoft (Global) – SaaS and Insights-as-a-Service
Standard Website Terms
Updated 29 June 2026
STANDARD TERMS NOTICE
These terms represent KartaSoft’s standard baseline terms for the provision of Services.
Commercial terms, service scope, pricing, and risk allocation may be modified by written agreement between the parties, including in an Order Form, Master Services Agreement, or other executed commercial agreement.
This Agreement is published for informational purposes and applies only where Services are purchased, ordered, or used by a Customer. Publication of this Agreement does not constitute an offer to provide Services.
Services are provided subject to a separate customer agreement that governs commercial terms, service scope, data usage, and liability. In the event of any inconsistency, the customer agreement prevails.
1. PARTIES AND CONTRACTING ENTITY
This Agreement is between the Customer and the applicable KartaSoft contracting entity identified in an Order Form, invoice, or written confirmation ('KartaSoft').
KartaSoft may be either
(a) KartaSoft Inc., a Delaware corporation, or
(b) Karta Software Pty Ltd (Australia).
Each entity acts only with respect to the Services it provides.
2. ACCEPTANCE AND BINDING EFFECT
This Agreement becomes binding upon the earliest of execution of an Order Form, electronic acceptance, Customer authorizing commencement of Services, including verbal or written instruction confirmed by KartaSoft, Customer accessing or using the Services, or payment of any Fees.
Where Customer authorizes commencement of Services and KartaSoft confirms such authorization in writing, the Agreement is deemed accepted unless Customer objects within five (5) business days.
If Services commence at Customer’s request, Fees are payable notwithstanding the absence of an executed Order Form.
3. ORDER OF PRECEDENCE
In the event of conflict:
(1) Executed Order Form;
(2) this Agreement;
(3) Documentation.
4. SERVICES
KartaSoft provides hosted analytics platforms and related advisory services delivering risk-informed analytical insights and situational awareness capabilities derived from Physics-Informed AI methodologies.
5. ADVISORY NATURE OF SERVICES
The Services are advisory and informational only. Outputs are intended to provide additional information for consideration alongside established engineering judgment, field practices, and regulatory and governance frameworks. Customer retains sole responsibility for operational, engineering, safety, regulatory, and compliance decisions.
6. SYSTEM ARCHITECTURE AND CONTROL LIMITATIONS
The Platform operates in a read-only configuration and does not control, modify, or interact with operational systems.
7. CUSTOMER RESPONSIBILITIES
Customer shall provide accurate data, maintain its own operational and safety systems, independently evaluate outputs, and comply with applicable laws.
KartaSoft is not responsible for delays caused by Customer dependencies, including data provision or access.
8. FEES AND PAYMENT
Fees are as specified in the applicable Order Form or invoice.
Unless otherwise stated in an executed Order Form, Fees are invoiced quarterly in advance.
Payment terms are Net 30 days from invoice date unless otherwise stated.
Fees are non-refundable unless expressly agreed.
Customer shall not withhold or offset payments except where required by law.
Late payments may accrue interest at 1.5% per month or the maximum rate permitted by law.
KartaSoft may suspend Services for non-payment, breach, security risk, legal compliance requirements, or misuse of the Services.
Fees are exclusive of applicable taxes, duties, or levies, which are the responsibility of the Customer.
8.1 ANNUAL FEE ADJUSTMENT (CPI)
Unless otherwise stated in an executed Order Form, KartaSoft may adjust recurring Fees annually on each anniversary of the Effective Date.
Adjustments shall not exceed the greater of (i) three percent (3%) per annum; or (ii) the percentage increase in the applicable Consumer Price Index over the preceding twelve (12) months.
Adjustments apply upon thirty (30) days’ prior written notice.
9. INTELLECTUAL PROPERTY
KartaSoft retains all intellectual property rights in the Platform and related materials.
KartaSoft’s intellectual property includes proprietary and patented technologies, methodologies, and processes underlying the Services.
Customer retains ownership of Customer Data and grants KartaSoft a license to host, process, analyze, and transmit such data to provide the Services.
KartaSoft may use aggregated and anonymized data to improve Services.
No implied licence is granted except as expressly set out in this Agreement.
10. CONFIDENTIALITY
Each party shall protect Confidential Information using commercially reasonable measures.
11. DATA SECURITY
KartaSoft will implement commercially reasonable administrative, technical, and physical safeguards.
Security controls are aligned to industry standard frameworks, including SOC 2 aligned practices.
KartaSoft is not responsible for inaccuracies in Customer-provided or third-party data.
No system is guaranteed to be completely secure.
12. WARRANTIES
Services will be performed in a commercially reasonable manner. Except as expressly stated, Services are provided 'as is.'
13. NO PERFORMANCE GUARANTEE
KartaSoft does not guarantee production increases, cost savings, regulatory compliance, or prevention of incidents. Information supports judgment. Customers make decisions.
14. LIMITATION OF LIABILITY
KartaSoft’s aggregate liability shall not exceed Fees paid in the twelve (12) months preceding the claim.
KartaSoft is not liable for indirect, incidental, consequential, or special damages.
15. INDEMNIFICATION
Customer shall indemnify KartaSoft for claims arising from Customer operational decisions, misuse, data supplied, or violations of law.
KartaSoft shall indemnify Customer for third-party IP infringement claims, subject to the liability cap.
16. TERM AND TERMINATION
Term is as specified in the applicable Order Form.
Unless otherwise specified, Services automatically renew for successive terms equal to the initial term, unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.
Fees for the initial term are non-cancellable and non-refundable unless otherwise agreed in writing.
Either party may terminate for material breach with thirty (30) days’ cure period.
17. FORCE MAJEURE
Neither party is liable for failure or delay caused by events beyond reasonable control.
18. INSURANCE
KartaSoft shall maintain commercially reasonable levels of Technology Errors and Omissions, Cyber Liability, and Commercial General Liability insurance.
19. GOVERNING LAW
For U.S. Customers: Delaware law. For Australian Customers: New South Wales law.
20. MISCELLANEOUS
No partnership is created.
Customer use of the Services is limited to the scope defined in the applicable Order Form.
Additional services outside scope may be subject to additional Fees.
This Agreement constitutes the entire agreement. Amendments must be in writing.