Managed Agent Service Agreement

Between:

Synexa, ABN 58 211 406 299, Queensland, Australia (“Synexa”, “we”, “us”, “our”).

And:

The client named in the executed copy of this agreement (“the Client”, “you”, “your”).

1. What this agreement is

This agreement sets out what Synexa builds for you, what we do to keep it running, what it costs, and what each side is responsible for. It is written in plain language on purpose. Where a term needs a longer explanation, it gets one. There is nothing hidden in fine print.

It covers two things: the one-off build of your agent, and the ongoing managed service that keeps it working.

2. What you are getting

You are getting a custom AI agent built specifically for your business. Think of it less like a piece of software and more like a digital team member that handles defined work for you, every day, without supervision.

Your agent is built around your workflows, your data, and the way you work. It is not a generic product that your competitors also use. It is yours.

The initial scope of your agent, and the specific capabilities (“skills”) it launches with, are set out in the executed copy of this agreement.

You interact with your agent through Telegram. Where your agent produces structured output, it is delivered to a shared location you can access, such as a Google Sheet, unless we agree otherwise.

3. What the monthly managed service includes

For the monthly service fee, Synexa operates your agent on your behalf. That means we do the following, with no additional charge:

• Run it.Your agent runs on Synexa’s monitored infrastructure. You do not host anything, install anything, or maintain any servers.
• Keep it working. When the tools and websites your agent relies on change, things break. We fix them. Credential prompts, login changes, website layout changes, integration repairs: these are all covered.
• Keep it current. AI models are updated by their providers every few months. An agent that is not maintained drifts and degrades. We migrate your agent to new models and keep its performance where it should be.
• Improve it. We tune your agent over time, sharpening its accuracy, improving its responses, refining how it handles your workflows.
• Monitor it. We watch your agent so that problems are caught and dealt with, ideally before you notice them.
• Support you. You get priority support through Telegram for anything to do with your agent.
• Meet with you. A 60-minute strategy call each month with Charlie to review how your agent is performing and discuss what else it could take off your plate.
• Cover the running costs. Model usage costs (the API costs behind your agent) are included under fair use, as described in section 9.

Your agent’s active skills are tailored to your business and listed in the executed copy of this agreement. The monthly fee covers operation of your agent regardless of how many skills it carries. Fees only change in the usage-based scenarios described in section 9.

4. Service commitments

This section sets out what you can expect from the managed service. These are genuine commitments, written by a business that wants you to stay. They are targets we work hard to hit, not guarantees backed by penalties. We would rather be honest about that than promise something we cannot stand behind.

Availability. Your agent runs on monitored, hosted infrastructure designed to be available continuously. It does not depend on a laptop being switched on or a person being at a desk. If your agent goes down, our aim is to have it working again within one business day, and sooner for anything that has stopped your agent functioning entirely.

Monitoring. Your agent is monitored on an ongoing basis so that failures are detected and addressed promptly.

Support response. We aim to acknowledge any support request through Telegram within one business day. Issues where your agent has stopped working are treated as priority and addressed as quickly as we reasonably can, ahead of routine requests.

Maintenance turnaround. When something your agent depends on changes and breaks a skill, we treat the repair as priority work and aim to restore the affected skill within two business days, depending on the nature of the change.

Business hours. Our service commitments are measured against business hours: Monday to Friday, 9:00am to 5:00pm Australian Eastern Standard Time, excluding Queensland public holidays. We often respond outside these hours, but we do not commit to it.

The monthly call. The 60-minute strategy call is offered every month. If you do not take it up in a given month it does not carry over.

5. What is not included

The following sit outside the monthly service fee and are quoted separately when you want them:

• New skills. Building a new capability for your agent after launch is quoted at the time you ask for it, based on how complex it is. Once built, a new skill is covered by your monthly fee at no extra monthly cost. The monthly fee does not change with skill count. Fee adjustments are usage-based only, as described in section 9.
• Heavy or unusual usage. The monthly fee assumes reasonable use by your business as described in section 9. Usage well beyond that is handled by agreement, never by a surprise charge.
• Bespoke or out-of-scope work. Anything materially different from what your agent was built to do (a new integration, a significantly different workflow, work for a separate part of your business) is scoped and quoted as its own piece of work.

6. Fees and payment

All amounts are in Australian dollars and are inclusive of GST.

Build fee. A one-off fee to build your agent (set out in the executed copy of this agreement). This is payable 50% on signing and 50% on handover, when your agent is live and working. Build work begins once the deposit is received.

Monthly service fee. A flat monthly fee (set out in the executed copy of this agreement) to operate, maintain, and improve your agent, as set out in sections 3 and 4.

Billing. The monthly fee is invoiced in advance. Invoices are payable within 7 days of the invoice date.

How you pay. You can pay each invoice by bank transfer, or set up an automatic monthly card payment so the service fee is charged on the same date each month without you having to action anything. Most clients on the managed service choose the automatic card payment.

Late payment. If a monthly invoice is not paid, we will follow up with you. If it remains unpaid, we may pause your agent until payment is brought up to date. We will always contact you before pausing anything.

7. Term, pausing, and ending the engagement

This is a month-to-month engagement. There is no fixed term, no minimum commitment, and no exit fee.

You can end the engagement at the end of any monthly billing period. We ask only that you let us know, as a courtesy, so we can wind things down cleanly. There is no binding notice period.

When the engagement ends:

• Your agent stops running at the end of the period you have paid for. The agent runs on Synexa’s infrastructure as part of the service, so when the service ends, the agent stops. This works the same way an accountant stops doing your books when you stop engaging them.
• We provide you with documentation describing what your agent did and how it was set up, so you keep the design knowledge.
• We return or delete your data as set out in section 10.
• The one-off build fee already paid is not refunded.

If you ever want to restart, we can usually bring your agent back. Many clients who pause come back, because the value of the work the agent was doing becomes obvious the moment it stops.

8. Your responsibilities

For the service to work, we need a few things from you:

• A point of contact. Keep a nominated person available as the person we deal with on anything to do with your agent.
• Access. Provide and maintain the logins, accounts, and permissions your agent needs to do its work, and keep them current. If access is removed or expires, your agent cannot do that part of its job until it is restored.
• Accurate information. Tell us what you need, give us the context to build it well, and let us know when your processes change so we can keep your agent aligned with how you actually work.
• Tool subscriptions. You hold and pay for your own subscriptions to the third-party tools your agent uses (for example your CRM, your email, your document tools). We configure and operate them on your behalf, but the accounts are yours.
• Reasonable use. Use your agent for your own legitimate business, as described in this agreement and section 12.

9. Running costs, fair use, and power users

The model usage costs behind your agent (the API and token costs) are included in your monthly fee. This is part of what makes the service simple: in almost every case, your monthly fee is the only number you deal with.

That inclusion applies up to a reasonable usage envelope. “Reasonable use” means use by your business, in line with what your agent was built to do, at a volume comparable to other clients of the managed service. The large majority of clients sit comfortably inside this envelope and never think about it.

What might tip a client outside that envelope:

• Sustained task or message volume well above what comparable clients run
• Usage by multiple teams or departments inside your business that goes beyond the use case the agent was originally scoped for
• A larger-than-typical number of active integrations or data sources the agent talks to
• Workflows materially more complex or compute-intensive than the agent was sized for
• Usage that effectively serves more than one business entity from a single engagement

None of these are bright-line rules. Synexa makes the call, at our discretion, based on actual measured usage compared to other clients on the service.

How a reclassification works:

1. We review usage on an ongoing basis, and formally at the 3-month, 6-month, and 12-month points after launch.
2. If we are forming a view that you have moved into power-user territory, we will tell you, share what we are seeing, and discuss it openly with you before anything changes.
3. We may then propose to reclassify your engagement, set a higher monthly fee that reflects the increased running cost, and give you at least 30 days written notice before the new fee takes effect.
4. You have three options when this happens: (a) accept the adjusted monthly fee, (b) bring your own model provider API key so you pay the underlying model costs directly and stay on the standard monthly fee, or (c) end the engagement under section 7 before the new fee takes effect. There is no penalty for choosing any of these.

We do not pre-publish a fixed power-user price band, because the right number depends on what your usage actually looks like. We commit to setting it transparently and in proportion to the increase in running cost we are absorbing, never as a profit-grab.

No surprise charges. Your monthly fee will not change without prior written notice and your option to either accept it, switch to BYOK, or end the engagement.

10. Data, privacy, and confidentiality

Your data stays yours. Any data you provide, and any data your agent generates for you, belongs to you.

We use it only to run your service. We access and process your data solely to build, operate, maintain, and improve your agent. We do not sell it and we do not share it outside what is needed to deliver the service.

Confidentiality both ways.Each side keeps the other’s confidential information confidential and uses it only for the purpose of this engagement. This continues after the engagement ends.

Security.We take reasonable steps to keep your data and your agent’s access credentials secure, including operating on infrastructure we monitor and control.

On exit. When the engagement ends, we return or securely delete your data on request, other than what we are required to retain for legal or accounting reasons.

Where your business has its own privacy obligations under the Privacy Act 1988 (Cth) and the Australian Privacy Principles, we attach a Data Processing Addendum to this agreement that sets out our processor obligations in more detail. See also our general Privacy Policy.

11. How your agent runs, and what you own

Your agent runs on Synexa’s infrastructure as part of the managed service. This is deliberate. Operating your agent ourselves, on shared and monitored infrastructure, is what lets us keep the monthly fee low and keep the agent improving over time.

What this means in practice:

• You own your data and your business knowledge. Always.
• You receive documentation describing what your agent does and how it is set up.
• You do not receive the running code or configuration of the agent itself. The agent is the service. It is not a piece of software handed over to be run elsewhere. This is the trade-off that makes the managed service affordable, and it is the same arrangement you would have with any specialist you engage rather than employ.

If you have a genuine need to own and run an agent independently (for example a regulatory or data-sovereignty requirement), that is a different kind of engagement with different pricing, and we are happy to discuss it separately.

12. Acceptable use

Your agent is provided for your legitimate business use. You agree not to use it, or ask us to build skills, for anything unlawful, deceptive, or harmful, or in any way that breaches the terms of the third-party tools it connects to. We may decline to build or run anything that falls outside this.

13. Human oversight and limitations

Your agent is a powerful tool, but it is a tool. AI systems can make mistakes, and the websites and services your agent depends on can change or fail without notice.

For that reason, you remain responsible for reviewing your agent’s output before relying on it for anything important: anything sent to a customer, anything with legal, financial, or contractual weight, anything where an error would matter. Where appropriate, we design your agent so that this human checkpoint is built in.

We commit to building and maintaining your agent with genuine care and skill. We do not guarantee specific business outcomes, error-free output, or that third-party tools will always remain available or unchanged.

14. Liability

We will perform this engagement with reasonable care and skill, and we stand behind our work.

Nothing in this agreement excludes any rights or guarantees you have under the Australian Consumer Law that cannot lawfully be excluded.

Beyond those, neither side is liable to the other for indirect or consequential loss, including lost profits or lost business opportunities. To the extent the law allows it, Synexa’s total liability under this agreement for any claim is limited to the amount of fees you have paid us in the three months before the claim arose.

15. Changes to the service or this agreement

As AI tools evolve, we may improve or adjust how your agent works, or update the platform it runs on, in ways that maintain or improve the service. We will let you know about anything that materially affects you.

We may update the terms of this agreement or the monthly fee with at least 30 days written notice. If a change does not work for you, you are free to end the engagement under section 7 before it takes effect.

16. General

• Independent contractor. Synexa provides this service as an independent contractor. This agreement does not create an employment relationship, partnership, or joint venture.
• Subcontracting. Synexa may use trusted subcontractors or partners to help deliver the service. We remain responsible to you for the service either way.
• Whole agreement. This document is the whole agreement between us about the managed agent service, and replaces any earlier discussions or proposals on the same subject.
• Variation. Any change to this agreement must be agreed by both sides in writing. Email is fine.
• Governing law. This agreement is governed by the laws of Queensland, Australia, and both sides submit to the courts of that state.

Questions about this agreement? hello@synexa.com.au. See also our Terms of Service, Privacy Policy, and Data Processing Addendum.