ReportReady Terms of Service

The Agreement

1.1 Who we are. ReportReady is owned and operated by CampusQ Pty Ltd (ABN 76 606 776 863) of Level 5, 61 York Street, Sydney NSW 2000 (CampusQ, we, us, our).

1.2 What this is. These Terms of Service (Terms) govern access to and use of ReportReady by the organisation that subscribes to it (Customer, you). They form a binding agreement together with each Order Form and any document expressly incorporated by reference, including our Privacy Policy (together, the Agreement).

1.3 Acceptance. You accept the Agreement when you sign an Order Form, click to accept, or first access the Service, whichever occurs first. If you accept on behalf of an organisation, you warrant that you have authority to bind it. If you do not have that authority, or do not agree, do not use the Service.

1.4 Order of precedence. If there is any inconsistency, the following order applies, highest first: (a) a signed Order Form, but only for the specific deviation it expressly identifies; (b) these Terms; (c) the Privacy Policy; (d) Documentation. Purchase orders, vendor portals and procurement terms issued by you have no effect, even if we accept or acknowledge them.

1.5 Business use only. The Service is supplied for business, institutional and government purposes. It is not offered to consumers or to individuals acting in a personal capacity.

1.6 Changes to these Terms. We may update these Terms by giving at least 30 days notice by email or in the Service. Updated Terms apply from the start of your next Subscription Term, unless the change is required by law or is necessary to address a security or legal risk, in which case it applies from the date stated in the notice. A change will not materially reduce the security of Customer Data during a current Subscription Term.

Definitions

In the Agreement, unless the context requires otherwise:

• AI Features means functionality within the Service that uses machine learning or generative artificial intelligence models to analyse Inputs and produce Outputs.
• Authorised User means an employee, officer or contractor of Customer whom Customer permits to access the Service under Customer’s account.
• Confidential Information has the meaning in clause 10.
• Customer Data means all data, documents, records, policies, evidence and other content that Customer or its Authorised Users submit to, upload to or connect with the Service, including content ingested through an Integration, and all Outputs.
• Documentation means the user guides, help content and technical specifications for the Service that we make available, as updated from time to time.
• Fees means the fees set out in an Order Form.
• Framework means a legislative, regulatory or standards instrument that the Service maps Customer Data against, such as the Higher Education Standards Framework, the ESOS Act and National Code, the Standards for RTOs, or the Privacy Act 1988 (Cth).
• Inputs means Customer Data submitted to an AI Feature.
• Integration means a connection between the Service and a third party system nominated by Customer, including Microsoft SharePoint.
• Intellectual Property Rights means all present and future rights in copyright, trade marks, designs, patents, confidential information, know how, databases and circuit layouts, whether registered or not, anywhere in the world.
• Order Form means an ordering document, quote or online checkout accepted by both parties that specifies the Service plan, modules, user numbers, Fees and Subscription Term.
• Outputs means findings, gap analyses, ratings, reports, recommendations, remediation plans and other material generated by the Service from Customer Data, whether by an AI Feature or by Rules Based Assessment.
• Personal Information has the meaning in the Privacy Act 1988 (Cth).
• Rules Based Assessment means assessment functionality in the Service that operates on predefined logic and does not use AI Features.
• Service means the ReportReady software as a service platform, its modules, Integrations, AI Features, Documentation and any related support we supply.
• Subprocessor means a third party we engage that processes Customer Data on our behalf in providing the Service.
• Subscription Term means the period stated in an Order Form, and any renewal.

Interpretation. Headings are for convenience only. “Including” and similar words do not limit what else may be included. A reference to legislation includes amendments and replacements. Money is in Australian dollars unless stated otherwise.

The Service

3.1 Right to use. Subject to the Agreement and payment of the Fees, we grant Customer a nonexclusive, nontransferable, nonsublicensable right during the Subscription Term for its Authorised Users to access and use the Service for Customer’s internal business purposes, within the scope set out in the Order Form.

3.2 Sector neutral. The Service is designed to operate across industries. Modules for particular Frameworks (initially Australian tertiary education) are made available as specified in the Order Form. Nothing in the Agreement limits the Service to a single sector.

3.3 Evolution of the Service. We continuously improve the Service. We may add, change or retire features, Frameworks, models and Integrations. We will not make a change during a Subscription Term that materially reduces the core functionality of a module you have paid for without giving you at least 60 days notice and, if you object, a pro rata refund of prepaid Fees for that module.

3.4 Framework content. Regulatory instruments change. We aim to keep Framework mappings current, but we do not warrant that any Framework content reflects the law as at a particular date. Customer remains responsible for monitoring changes to the law and regulatory guidance that apply to it.

3.5 Beta and preview features. Features labelled beta, preview, pilot or similar are provided as is, may be changed or withdrawn without notice, are excluded from any service level, and may not be relied on for production compliance decisions.

3.6 Availability and support. We use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, excluding scheduled maintenance (which we will try to perform outside 8am to 6pm Sydney time on business days) and events beyond our reasonable control. Support is provided by email and in Service during Sydney business hours, or as otherwise set out in the Order Form. Any service level and service credit regime applies only if expressly stated in an Order Form, and service credits are your sole remedy for failing to meet it.

Accounts and Access

4.1 Account administration. Customer will appoint at least one administrator. Customer controls which individuals become Authorised Users, their roles and permissions, and when their access is removed.

4.2 Credentials. Each login is for one named individual and must not be shared. Customer must ensure Authorised Users keep credentials secure and use multifactor authentication where the Service offers or requires it.

4.3 Responsibility for users. Customer is responsible for all activity under its account and for every act and omission of its Authorised Users as if they were Customer’s own. A breach of the Agreement by an Authorised User is a breach by Customer.

4.4 Unauthorised access. Customer must notify us without delay, and in any case within 24 hours, after becoming aware of any unauthorised access to its account or any compromise of credentials, and must cooperate with us to contain it.

4.5 Contractors and affiliates. Customer may permit its contractors and related bodies corporate to be Authorised Users, provided they use the Service solely for Customer’s benefit and Customer remains responsible for them.

4.6 Usage limits. The Service is subject to the user, module, document volume, storage and AI usage limits in the Order Form or Documentation. If Customer exceeds a limit, we may (after notice) invoice the excess at our then current rates or require Customer to upgrade its plan.

Customer Data

5.1 You own it. As between the parties, Customer owns all right, title and interest in Customer Data, including Outputs. We acquire no ownership of Customer Data under the Agreement.

5.2 Our limited licence. Customer grants us a nonexclusive, worldwide, royalty free licence for the Subscription Term (and any post termination period in clause 16) to host, copy, process, transmit, analyse and display Customer Data solely to: (a) provide, secure and support the Service for Customer; (b) prevent or address technical, security or fraud issues; and (c) comply with law. We do not use Customer Data for any other purpose.

5.3 No benchmarking, no sale, no cross customer use. We do not, and will not: (a) sell, rent or license Customer Data; (b) benchmark Customer against other customers or disclose Customer Data, Outputs or compliance ratings to any other customer or third party; (c) combine Customer Data with another customer’s data; or (d) use Customer Data to build or improve services for anyone other than Customer.

5.4 Usage Data. We collect technical and operational data about how the Service is accessed and used, such as audit trails of user actions, sign in sessions, request and error logs, and AI usage (Usage Data). We do not use third party analytics within the Service. We may use Usage Data to operate, secure, support, bill for and improve the Service, and may publish it only in aggregated form that does not identify Customer, any individual or any Customer Data. Diagnostic logs generated by the Service may incidentally contain Customer Data. Any such content is treated as Customer Data, held in Australia, and retained only for a limited period for security and troubleshooting purposes.

5.5 Your responsibilities for Customer Data. Customer is solely responsible for the accuracy, quality, legality and completeness of Customer Data and for how it was obtained. Customer warrants that it has all rights, consents and notices required by law (including the Australian Privacy Principles and any applicable state or territory health records or privacy laws) to provide Customer Data to us and to permit us to process it under the Agreement.

5.6 Data minimisation. The Service is built to assess policies, procedures, governance records and evidence of compliance. It is not designed as a student, patient or personnel records system. Customer must not upload sensitive information (as defined in the Privacy Act 1988 (Cth)), health information, tax file numbers, government identifiers, payment card data or information about children, unless that information is genuinely necessary for the assessment and Customer has first redacted or minimised it to the extent practicable.

5.7 Backups. We maintain backups of Customer Data for disaster recovery purposes. Backups are not an archive. Customer remains responsible for keeping its own copies of original documents.

Integrations, including SharePoint

6.1 Customer controlled. Integrations are optional and activated only by Customer. When Customer connects an Integration (including Microsoft SharePoint), Customer authorises us to access and retrieve content from the locations Customer grants permission to. Our SharePoint Integration is designed to operate with read only access. We do not create, modify or delete content in Customer’s environment.

6.2 Scope of access. We request only the permissions reasonably required for the Integration to function. Access is limited to the locations Customer’s administrator expressly grants, and may be further limited within the Service to nominated locations. Customer is responsible for configuring and maintaining permissions in its own environment, in line with our setup guidance, so that only appropriate content is in scope. Content ingested through an Integration becomes Customer Data.

6.3 Disconnection. Customer may disconnect an Integration in the Service at any time, after which we will stop retrieving new content. Permissions granted within Customer’s own environment remain under Customer’s control and must be revoked by Customer in that environment. Content already ingested remains Customer Data, which Customer may delete through the Service or which will be deleted under clause 16.

6.4 Third party systems. Third party systems such as Microsoft 365 are not part of the Service. Their use is governed by Customer’s agreement with that provider. We are not responsible for the availability, security, accuracy or conduct of any third party system, or for any change by a provider that impairs an Integration. We will use reasonable efforts to restore an affected Integration within a reasonable time.

AI Features

7.1 Choice of method. The Service offers both AI assisted assessment and Rules Based Assessment, which Customer may select for each assessment. Rules Based Assessment does not send Customer Data to any AI model. Certain supporting features, such as document summaries and report narratives, may use AI Features where enabled or where AI was used earlier in the same assessment. Availability of AI Features depends on Customer’s plan and AI credit balance, as described in the Documentation.

7.2 How AI is delivered. AI Features use foundation models accessed through Amazon Bedrock within our AWS environment in Australia. We may change the models or providers we use from time to time, provided Customer Data continues to be processed in Australia and the commitments in this clause 7 continue to apply.

7.3 No training on your data. We will not use, and will not permit any model provider or Subprocessor to use, Customer Data, Inputs or Outputs to train, retrain, fine tune or otherwise improve any AI model. Customer Data is processed by AI Features only for the specific task requested and is not stored in any shared retrieval index. Prompts and responses may be retained in secure operational logs in Australia for a limited period for security, troubleshooting and quality assurance, after which they are deleted.

7.4 Nature of Outputs. AI is probabilistic. Outputs may be incomplete, inaccurate, out of date, or inconsistent between runs, and may not identify every compliance gap. Outputs are decision support tools, not determinations. They do not constitute legal, regulatory, accreditation, audit or professional advice, and they are not a substitute for the judgement of qualified people within Customer’s organisation.

7.5 Human review is mandatory. Customer must ensure that a suitably qualified person reviews and verifies all Outputs before relying on them, including before submitting any material to a regulator, board, auditor, accrediting body or court, and before making any decision that affects an individual. Customer is solely responsible for any decision it makes and any submission it lodges.

7.6 No regulatory outcome guaranteed. We do not warrant that use of the Service or any Output will result in registration, accreditation, renewal, a favourable audit or the absence of regulatory action.

7.7 AI restrictions. Customer must not use AI Features to: (a) make automated decisions with legal or similarly significant effects on individuals without meaningful human review; (b) attempt to extract model weights, system prompts or training data; (c) circumvent safety filters; or (d) generate content that breaches clause 8.

7.8 Outputs ownership. Outputs are Customer Data and belong to Customer, subject to our ownership of the Service and any underlying templates, Framework mappings and methodologies under clause 11. Because similar Inputs may produce similar Outputs, Customer acknowledges that Outputs generated for other customers may resemble its own, and that this does not breach the Agreement.

7.9 AI credits. Use of AI Features consumes credits in accordance with the Order Form and Documentation. If Customer’s credit balance is exhausted, AI Features will be unavailable until credits are replenished, while Rules Based Assessment remains available. We may apply reasonable technical limits to protect the stability of the Service.

Acceptable Use

8.1 Restrictions. Customer must not, and must ensure its Authorised Users and anyone acting on its behalf do not:

1. sell, resell, sublicense, rent, lease, time share or otherwise make the Service available to any third party, except Authorised Users as permitted;
2. copy, modify, translate or create derivative works of the Service, or of any Framework mapping, template or methodology within it;
3. decompile, disassemble or reverse engineer the Service, except to the extent that applicable law expressly permits despite this restriction;
4. access the Service to build a competing product, or to copy features, functions, content or design;
5. scrape, crawl, harvest or systematically extract content from the Service, or access it by automated means other than an API we expressly provide;
6. probe, scan or test the vulnerability of the Service, or breach or circumvent any security or authentication measure, without our prior written consent;
7. interfere with or disrupt the integrity or performance of the Service, including by uploading malware or by denial of service activity;
8. upload or transmit material that infringes another person’s rights, is unlawful, defamatory, obscene or harassing, or that Customer has no right to provide;
9. use the Service in breach of any law, including privacy, anti discrimination, export control and sanctions laws;
10. remove or obscure proprietary notices in the Service or in Outputs; or
11. represent any Output as having been reviewed, approved or endorsed by CampusQ or by any regulator.

8.2 Our response. We may investigate suspected breaches of this clause 8. If we reasonably believe a breach has occurred or is about to occur, we may remove the relevant content, suspend affected users, or suspend the Service under clause 16. We will act proportionately and, where practicable, give Customer an opportunity to remedy first.

8.3 Reporting. Customer must promptly report to us any misuse of the Service of which it becomes aware.

Fees and Payment

9.1 Fees. Customer must pay the Fees set out in the Order Form. Unless the Order Form says otherwise, subscription Fees are invoiced annually in advance, and any usage based Fees (including additional AI credits) are invoiced monthly in arrears.

9.2 Payment terms. Invoices are payable within 30 days of the invoice date, in Australian dollars, by electronic funds transfer or another method we approve. If Customer requires a purchase order number, it must supply it before the invoice is issued; the absence of a purchase order does not delay the obligation to pay.

9.3 GST and taxes. Fees exclude GST and other taxes unless stated otherwise. Where GST applies to a supply under the Agreement, Customer must pay an additional amount equal to the GST on receipt of a valid tax invoice. Customer is responsible for all other taxes, duties and levies, other than taxes on our income.

9.4 Late payment. If an undisputed amount is overdue, we may: (a) charge interest at the rate under the Civil Procedure Act 2005 (NSW) plus 2% per annum, calculated daily; and (b) after giving 14 days written notice, suspend access to the Service until payment is received. Customer must reimburse our reasonable costs of recovery, including legal fees on a solicitor and own client basis.

9.5 Disputed invoices. Customer must notify us in writing of any good faith dispute within 14 days of the invoice date, with reasons. The parties will work promptly to resolve it. Customer must pay the undisputed portion by the due date.

9.6 Price changes. We may change Fees with effect from the start of a renewal term by giving at least 60 days written notice before that renewal term begins.

9.7 Non cancellable and non refundable. Except where the Agreement expressly provides otherwise or where required by law, subscriptions are non cancellable during a Subscription Term and Fees paid are non refundable. User numbers and modules may be increased during a Subscription Term (on a pro rata basis) but not decreased until renewal.

Confidentiality

10.1 Meaning. Confidential Information means all information disclosed by one party (Discloser) to the other (Recipient) that is marked confidential or that a reasonable person would understand to be confidential, including Customer Data, the non public parts of the Service, pricing, security information, product roadmaps and the terms of any Order Form.

10.2 Exclusions. Confidential Information does not include information that: (a) is or becomes public other than through breach of the Agreement; (b) was lawfully known to the Recipient before disclosure without restriction; (c) is lawfully received from a third party without a duty of confidence; or (d) is independently developed without use of the Discloser’s Confidential Information. Exclusions (a) to (d) do not apply to Personal Information within Customer Data.

10.3 Obligations. The Recipient must: (a) use Confidential Information only to perform its obligations or exercise its rights under the Agreement; (b) protect it with at least the care it applies to its own confidential information, and no less than reasonable care; and (c) disclose it only to its personnel, Subprocessors and professional advisers who need to know it and are bound by confidentiality obligations no less protective than this clause.

10.4 Compelled disclosure. The Recipient may disclose Confidential Information to the extent required by law, a court or a regulator, or the rules of a securities exchange, provided that (where lawful) it gives the Discloser prompt notice and reasonable assistance to seek a protective order, and discloses only what is legally required.

10.5 Return or destruction. On request or on termination, the Recipient must return or destroy the Discloser’s Confidential Information, except for copies held in backups (which remain subject to this clause until overwritten) or retained to comply with law. Customer Data is dealt with under clause 16.

10.6 Duration. These obligations survive for 5 years after termination, and indefinitely for trade secrets and Personal Information.

10.7 Equitable relief. A breach of this clause may cause harm for which damages are inadequate. The Discloser may seek injunctive or other equitable relief in addition to any other remedy.

Intellectual Property

11.1 Our property. We and our licensors own all right, title and interest, including all Intellectual Property Rights, in the Service, its software, model configurations, prompts, Framework mappings, templates, scoring logic, methodologies, Documentation, Usage Data and all improvements and derivatives of them, however created. Except for the rights expressly granted to Customer, no rights are granted to Customer, whether by implication, estoppel or otherwise.

11.2 Your property. Customer retains all right, title and interest, including all Intellectual Property Rights, in Customer Data.

11.3 Outputs. To the extent an Output incorporates our preexisting material (such as standard Framework text, report templates or methodology descriptions), we grant Customer a perpetual, nonexclusive, royalty free licence to use, copy and adapt that material as part of the Output for Customer’s internal purposes and for submission to its regulators, auditors and governing bodies.

11.4 Feedback. If Customer or its Authorised Users provide suggestions, ideas or feedback about the Service, we may use them freely without restriction or obligation, provided we do not identify Customer or disclose its Confidential Information.

11.5 Trade marks and publicity. Neither party may use the other’s name or logo without prior written consent. We will not disclose Customer’s compliance results or Outputs in any publicity.

Security and Data Protection

12.1 Security program. We will implement and maintain administrative, physical and technical safeguards designed to protect Customer Data against unauthorised access, use, disclosure, alteration and loss, appropriate to the nature of the data and consistent with recognised industry practice. These include encryption of Customer Data in transit and at rest (including backups), logical separation of each customer’s data enforced at the application data layer, access controls and audit logging. We review and enhance these safeguards over time and will not materially reduce the overall protection of Customer Data during a Subscription Term.

12.2 Data location. We will host and process Customer Data, including for AI Features, in Australia. We will not transfer Customer Data for storage or processing outside Australia without Customer’s prior written consent, except for limited remote access by authorised personnel of us or a Subprocessor where strictly necessary to provide support or resolve an incident, under equivalent safeguards.

12.3 Privacy. Each party must comply with the Privacy Act 1988 (Cth) and other applicable privacy laws in connection with the Agreement. In processing Personal Information within Customer Data, we will: (a) act only on Customer’s documented instructions, which are the Agreement and Customer’s configuration of the Service; (b) not use or disclose it for any other purpose; (c) ensure personnel with access are bound by confidentiality; and (d) assist Customer, at Customer’s reasonable cost, to respond to requests from individuals and regulators. Our Privacy Policy describes our handling of Personal Information in more detail.

12.4 Subprocessors. We may engage third party service providers to assist in delivering the Service, including hosting, infrastructure and AI processing services. We remain responsible for their performance under the Agreement. We will notify Customer of material changes to Subprocessors that process Customer Data and provide information about relevant Subprocessors on reasonable written request, subject to confidentiality.

12.5 Data breaches. If we become aware of unauthorised access to, or disclosure or loss of, Customer Data in our or our Subprocessors’ systems (a Security Incident), we will: (a) notify Customer without undue delay; (b) provide the information reasonably available to us about the nature, scope and likely consequences of the incident; (c) take reasonable steps to contain, investigate and remediate it; and (d) cooperate with Customer to assess whether the incident is an eligible data breach under Part IIIC of the Privacy Act 1988 (Cth). Where the incident involves Customer Data, Customer will lead notification to affected individuals and regulators, except where the law requires us to notify directly, in which case we will consult Customer first where practicable. Our notification of a Security Incident is not an admission of fault or liability.

12.6 Assurance. On written request no more than once in any 12 month period, we will provide Customer with a summary of our security controls, a completed industry standard security questionnaire, and any available independent certification or penetration test summary, subject to confidentiality. Any on site audit is by agreement, at Customer’s cost, on reasonable notice and subject to our security policies.

12.7 Government and regulatory requests. If we receive a request from a government authority or regulator for Customer Data, we will (unless legally prohibited) redirect the authority to Customer, notify Customer promptly, and disclose only what we are legally compelled to disclose.

Warranties and Disclaimers

13.1 Mutual. Each party warrants that it is validly existing, has full power and authority to enter into and perform the Agreement, and will comply with all laws applicable to its performance.

13.2 Our warranty. We warrant that during the Subscription Term the Service will perform materially in accordance with the Documentation, and that we will provide it with due care and skill. If the Service does not, Customer must notify us with reasonable detail, and we will use reasonable efforts to correct the nonconformity. If we cannot do so within 30 days, either party may terminate the affected Order Form and we will refund prepaid Fees for the remainder of the Subscription Term. This is Customer’s sole remedy for breach of this warranty, to the extent permitted by law.

13.3 Customer warranty. Customer warrants that it has all rights, licences, consents and authorisations necessary to provide Customer Data and to connect each Integration, and that our processing of Customer Data in accordance with the Agreement will not infringe any person’s rights or breach any law.

13.4 Disclaimer. Except as expressly stated in the Agreement and to the maximum extent permitted by law, the Service and Outputs are provided as is and as available, and all other warranties, conditions, guarantees and representations, whether express, implied or statutory, including as to merchantability, fitness for a particular purpose, accuracy, completeness and non infringement, are excluded. Without limiting this, we do not warrant that the Service will be uninterrupted or error free, that Outputs will be accurate or complete, or that use of the Service will achieve regulatory compliance or any particular outcome.

13.5 Australian Consumer Law. Nothing in the Agreement excludes, restricts or modifies any right or remedy, or any guarantee, warranty or other term, implied or imposed by the Competition and Consumer Act 2010 (Cth) or other legislation that cannot lawfully be excluded (Non Excludable Rights). Where we are permitted to limit our liability for breach of a Non Excludable Right, our liability is limited, at our option, to resupplying the services or paying the cost of having them resupplied.

Limitation of Liability

14.1 Exclusion of indirect loss. To the maximum extent permitted by law, neither party is liable to the other, whether in contract, tort (including negligence), under statute or otherwise, for any: (a) loss of profit, revenue, business, contract, goodwill or anticipated savings; (b) loss or corruption of data, except our cost to restore Customer Data from our most recent backup where the loss was caused by our breach; (c) regulatory fines, penalties or loss of registration, accreditation or funding; or (d) indirect, consequential, special or punitive loss, in each case even if advised of its possibility.

14.2 General cap. To the maximum extent permitted by law, each party’s total aggregate liability arising out of or in connection with the Agreement is limited to the greater of: (a) the total Fees paid and payable by Customer in the 12 months before the event first giving rise to liability; and (b) the Fees payable for the first 12 months of the Subscription Term.

14.3 Data cap. Notwithstanding clause 14.2, our total aggregate liability arising from a breach of clause 10 (Confidentiality) or clause 12 (Security and Data Protection) will not exceed two times the amount calculated under clause 14.2. This limitation applies in substitution for, and not in addition to, the general liability cap.

14.4 Exceptions. Nothing in clauses 14.1 to 14.3 limits or excludes: (a) Customer’s obligation to pay Fees; (b) Customer’s liability for breach of items 1 to 6 of clause 8.1 or for infringement or misappropriation of our Intellectual Property Rights; (c) liability for death or personal injury caused by negligence; or (d) liability arising from fraud or wilful misconduct. All other liabilities, including those arising under clause 15, remain subject to the applicable limitations set out in this clause 14.

14.5 Contribution. Each party’s liability is reduced proportionately to the extent the other party, its personnel or (for Customer) its Authorised Users caused or contributed to the loss, including by Customer’s failure to review Outputs as required by clause 7.5.

14.6 Mitigation. Each party must take reasonable steps to mitigate any loss it suffers.

Indemnities

15.1 By us. We will defend Customer against any third party claim alleging that Customer’s use of the Service in accordance with the Agreement infringes that third party’s Intellectual Property Rights, and will pay damages and costs finally awarded or agreed in settlement. If such a claim is made or appears likely, we may, at our option: (a) procure the right for Customer to continue using the Service; (b) modify the Service so it is non infringing without material loss of functionality; or (c) terminate the affected Service and refund prepaid Fees for the remaining Subscription Term. We have no obligation for claims arising from Customer Data, third party systems, combinations not supplied by us, modifications not made by us, or use in breach of the Agreement.

15.2 By Customer. Customer will defend us against any third party claim (including by a regulator or an individual) arising from: (a) Customer Data, including a claim that Customer lacked the right, consent or notice needed to provide it; (b) Customer’s or its Authorised Users’ breach of clause 8; or (c) any decision, submission or action Customer takes based on Outputs, and will pay damages, penalties and costs finally awarded or agreed in settlement.

15.3 Procedure. A party seeking indemnification must promptly notify the indemnifying party of any claim, permit the indemnifying party to control the defence and settlement of that claim, provided no settlement imposes liability or an admission upon the indemnified party without its prior written consent, and provide reasonable cooperation at the indemnifying party’s expense. The indemnities under this clause 15 are subject to the limitations of liability in clause 14.

Term, Suspension and Termination

16.1 Term. The Agreement starts on the earlier of acceptance or first access and continues until every Subscription Term has ended.

16.2 Renewal. Unless the Order Form says otherwise, each Subscription Term renews automatically for a further period equal to the initial term (or 12 months, if shorter) unless either party gives written notice of non renewal at least 60 days before the end of the current term. We will remind Customer at least 90 days before any automatic renewal.

16.3 Suspension. We may suspend all or part of Customer’s access to the Service, with notice where practicable, if: (a) an undisputed amount remains unpaid 14 days after a written overdue notice; (b) we reasonably believe Customer’s use poses a security risk to the Service or any other person, or breaches clause 8; or (c) suspension is required by law. We will limit any suspension to the extent and duration reasonably necessary, and restore access promptly once the cause is resolved. Fees continue to accrue during a suspension under (a) or (b).

16.4 Termination for cause. Either party may terminate the Agreement or an affected Order Form by written notice if the other party: (a) commits a material breach that is not remedied within 30 days after written notice describing it; (b) commits a material breach that is incapable of remedy; or (c) becomes insolvent, enters administration, liquidation or any arrangement with creditors, or has a receiver appointed, to the extent termination for that reason is permitted by law.

16.5 Effect of termination. On termination or expiry: (a) all rights granted to Customer end and Customer must stop using the Service; (b) all unpaid Fees for the period up to termination become immediately due; (c) if Customer terminates under clause 16.4, we will refund any prepaid Fees for the remainder of the Subscription Term; and (d) if we terminate under clause 16.4, Customer must pay all Fees for the remainder of the Subscription Term.

16.6 Data export and deletion. For 30 days after termination or expiry (Export Period), Customer may request an export of Customer Data, including Outputs, in a reasonably available format. Following the Export Period, we will delete Customer Data from active production systems within a reasonable period, subject to applicable legal retention obligations. Residual copies in backups will be deleted or overwritten in accordance with our backup retention processes. On request, we will provide written confirmation when deletion has been completed.

16.7 Transition assistance. At Customer’s request and cost, we will provide reasonable assistance to transition Customer Data to Customer or a successor provider, at our then current professional services rates.

16.8 Survival. Clauses 5, 9 (for amounts accrued), 10, 11, 13.4, 13.5, 14, 15, 16.5, 16.6, 17 and any other clause which by its nature is intended to survive, survive termination or expiry.

General

17.1 Governing law. The Agreement is governed by the laws of New South Wales, Australia. Each party submits to the exclusive jurisdiction of the courts of New South Wales and the courts competent to hear appeals from them.

17.2 Dispute resolution. A party must not start court proceedings (except for urgent interlocutory or equitable relief) unless it has first: (a) given the other party written notice of the dispute; and (b) had senior executives of both parties meet in good faith within 14 days to try to resolve it. If the dispute is unresolved 30 days after notice, either party may refer it to mediation administered by the Resolution Institute in Sydney, with costs shared equally. If unresolved 60 days after referral to mediation, either party may commence proceedings. Each party must continue to perform its obligations while a dispute is being resolved.

17.3 Force majeure. Neither party is liable for delay or failure to perform (other than a payment obligation) caused by events beyond its reasonable control, including natural disasters, pandemics, war, terrorism, cyber attacks on critical infrastructure despite reasonable safeguards, industrial action (other than of its own personnel), and failures of public cloud, internet or utility providers. The affected party must notify the other promptly and use reasonable efforts to minimise the effect. If the event continues for more than 30 days, either party may terminate the affected Order Form by notice, and we will refund prepaid Fees for the unused period.

17.4 Assignment. Customer may not assign or novate the Agreement without our prior written consent, not to be unreasonably withheld. We may assign or novate the Agreement on notice to a related body corporate or to a successor to all or substantially all of the business or assets relating to ReportReady, provided the successor assumes our obligations in writing.

17.5 Subcontracting. We may subcontract performance of our obligations, but remain responsible for our subcontractors.

17.6 Notices. Notices must be in writing and sent by email to the address in the Order Form (for Customer) or to the contact email address published on our website (for us), or delivered to the party’s registered address. An email notice is received when sent, unless the sender receives an automated message that it was not delivered; if sent after 5pm or on a non business day in Sydney, it is received on the next business day. Operational notices may be given within the Service.

17.7 Independent contractors. The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency, fiduciary or employment relationship.

17.8 No third party beneficiaries. The Agreement is for the sole benefit of the parties and their permitted successors and assigns.

17.9 Entire agreement. The Agreement is the entire agreement between the parties about its subject matter and supersedes all prior proposals, representations, understandings and agreements. Each party acknowledges it has not relied on any representation not expressly set out in the Agreement.

17.10 Variation and waiver. Except as set out in clause 1.6, the Agreement may only be varied in writing signed by both parties. A failure or delay in exercising a right is not a waiver of it, and a waiver is effective only if in writing.

17.11 Severance. If any provision is invalid or unenforceable in a jurisdiction, it is read down to the extent necessary or, if it cannot be read down, severed in that jurisdiction, without affecting the remaining provisions.

17.12 Export and sanctions. Customer must not use, or permit the Service to be accessed from, any country or by any person in breach of Australian or other applicable sanctions or export control laws.

17.13 Counterparts and electronic execution. An Order Form may be executed in counterparts and electronically, and each counterpart is an original.

17.14 Costs. Each party bears its own costs of negotiating and executing the Agreement.