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Master Services Agreement

Effective Date: 12 December 2025

Preamble: These Terms of Service ("Terms") constitute a binding legal agreement between you ("Customer") and Demiton Pty Ltd ("Demiton", "we", "us"). By initializing a workspace, connecting a banking service, or utilizing our API, you agree to be bound by these Terms.

1. Definitions

"Sovereign Infrastructure" refers to the Demiton managed environment where customer data is processed within specific geo-fenced boundaries (Australia Southeast).

"Banking Mesh" refers to the proprietary Host-to-Host (SFTP) network layer connecting the Customer's ERP to Authorized Deposit-taking Institutions (ADIs).

2. Service Access

Demiton grants you a non-exclusive, non-transferable right to access the Platform solely for your internal business operations. You acknowledge that Demiton provides infrastructure, not financial advice.

  • You are responsible for maintaining the security of your API Keys and SSH Keys.
  • You must not use the service to process transactions for illegal goods, money laundering, or sanctions evasion.
  • We reserve the right to throttle API traffic that threatens the stability of the Mesh.

3. Data Sovereignty & Security

We act as a Data Processor. You remain the Data Controller.

Residency: Unless explicitly configured otherwise for international tenants, all production data, cryptographic keys, and logs persist exclusively within the Australia Southeast (Sydney) region to comply with APRA CPG 235 guidelines.

Encryption: Payment payloads are encrypted at rest using AES-256 and in transit using TLS 1.3 or PGP (as required by specific banking protocols).

4. Fees and Payment

Subscription Fees: Services are billed in advance on a recurring basis (Monthly or Annually). Failure to pay within 7 days of the due date may result in the suspension of the Banking Mesh (halting file transfers).

Refunds: We offer a "14-Day Implementation Guarantee" for new Partner deployments. Beyond this period, fees are non-refundable except where required by Australian Consumer Law.

5. Limitation of Liability

Important

Demiton is a technical gateway. We do not authorize payments. We transmit instructions based on your ERP's data. TO THE FULLEST EXTENT PERMITTED BY LAW, DEMITON'S TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF THESE TERMS SHALL NOT EXCEED THE AMOUNT PAID BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

6. Termination

For Convenience: You may cancel your subscription at any time via the Workspace Settings. Service will continue until the end of the current billing cycle.

For Cause: We may terminate access immediately if you breach Section 2 (Service Access) or if we detect compromised credentials associated with your account.

7. Governing Law

These Terms are governed by the laws of Queensland, Australia. You submit to the exclusive jurisdiction of the courts of Queensland for any disputes.

© 2026 Demiton Pty Ltd (ABN 12 345 678 901). Sovereign Financial Infrastructure.