Software Licence and Services Agreement

These Software Licence and Services Terms ("Terms") govern your access to and use of the Colabyr software platform, services and associated content (the "Colabyr Services"). They form a legally binding agreement between you (the "Customer", "You" or "Your") and Colabyr (Vanguard Tech Pty Limited) ACN 692 907 707 of South Australia ("Colabyr", "We", "Us" or "Our").

You accept these Terms by clicking "I agree" (or similar) when registering for the Colabyr Services, by signing an Order that incorporates these Terms, or by accessing or using the Colabyr Services. If you are accepting these Terms on behalf of an organisation, you warrant that you have authority to bind that organisation.

These Terms take precedence over any terms contained in any document of yours or included elsewhere, unless specifically stated otherwise in these Terms or agreed in writing by Us.

1. About these Terms

1.1 How an Order is formed

You may subscribe to the Colabyr Services in one of two ways:

1. by completing the online sign-up flow on Our Website and selecting a subscription plan, in which case the order confirmation generated at sign-up (together with the plan details on Our pricing page at the time) constitutes the Order; or
2. by executing a separate order form, statement of work, or similar ordering document with Us (each, an Order Form), which is countersigned by both parties.

Each Order incorporates these Terms by reference. Together, an Order and these Terms form the agreement between You and Us in respect of the Colabyr Services described in that Order.

1.2 Order of precedence

In the event of any inconsistency between any Special Conditions (if any), the relevant Order, and these Terms, the documents prevail to the extent of the inconsistency in the following order of priority: (a) Special Conditions; (b) the Order; and (c) these Terms.

2. Access to the Colabyr Services

2.1 Right to use

1. Subject to these Terms and for the Term, We grant You a non-exclusive, limited, revocable, non-assignable and non-sublicensable right to access and use the Colabyr Services and the Documentation, for the sole purpose of enjoying the benefits of the Colabyr Services as intended under these Terms ("Access Licence"). Except for the rights expressly granted to You under these Terms, no other licence, right, or interest in any Intellectual Property Rights in or to the Colabyr Services or the Documentation, or any part of them, is granted to You.
2. Where permitted by Us in the Order and subject to availability, the Access Licence includes the limited right for You to integrate the Platform into Your own platform or systems by means of an application programming interface ("API") as a methodology for Users to access the Colabyr Services in accordance with these Terms.
3. You acknowledge and agree that You remain fully responsible for all acts and omissions of any User to whom You permit access to the Colabyr Services, and such acts or omissions are taken to be acts or omissions by You.

2.2 System Requirements

You must meet the minimum system specifications and requirements for accessing and using the Colabyr Services as set out on the Platform, in the relevant Order (as amended from time to time), or as otherwise notified to You ("System Requirements"). You release and indemnify Us from and against any Claims arising directly or indirectly from Your failure to meet the System Requirements.

2.3 Third Party Programs

Certain features of the Platform may, from time to time, contain or be accompanied by other programs, including open source programs, which are the property of third parties ("Third Party Programs"). Any terms for the use of Third Party Programs will be provided with or accessible through the Platform or the Third Party Program. By using the Colabyr Services, You are taken to have accepted the terms for use of such Third Party Programs.

2.4 Third Party Components

1. If You install or use any third party component or product on or in conjunction with the Colabyr Services, including to integrate the Platform with any other application or software used by You ("Third Party Component"), You are solely responsible for such Third Party Components and release Us from any Claim arising in connection with their use.
2. If You use a Third Party Component in conjunction with the Colabyr Services, You acknowledge that We may allow the providers of those Third Party Components to access such Data as is required for interoperation with the Colabyr Services. We are not responsible for any disclosure, modification or deletion of Data resulting from any such access. We reserve the right to decide which Third Party Components are supported for integration with the Colabyr Services and may discontinue or disallow such use and support by providing 30 days written notice, unless agreed otherwise.

2.5 Documentation

You and Your Users may be provided with a user manual or other explanatory documentation relating to the use of the Colabyr Services in either printed or electronic form ("Documentation"). You must ensure that Your and Your Users' use of the Colabyr Services complies with the Documentation. You may copy any Documentation only on the basis that the copies are used solely in connection with Your use of the Colabyr Services and not for any other purpose, including for distribution to any third party.

3. Support, maintenance and enhancements

3.1 Standard support

We provide standard support for the Colabyr Services through the channels and at the levels described on Our Website or in the relevant Order. Additional or premium support may be available subject to additional Fees and the terms of a separate support arrangement.

3.2 Defects and rectifications

1. You agree to report any Defect to Us as soon as reasonably practicable after becoming aware of it. You agree to provide Us with particulars of the Defect in a format specified by Us and to provide Us with any reasonable assistance in the diagnosis of the Defect.
2. We will evaluate Defects based on their impact across Our user base and will prioritise rectification at Our sole discretion. We will use reasonable endeavours to rectify any Defect that We consider a priority within a reasonable period of time after notification.
3. You acknowledge that We are not required to make the Colabyr Services function in a way that may be preferred by You, or which is not a Defect, where the Colabyr Services are used satisfactorily by other users of the Platform.

3.3 Modifications

1. From time to time, and in Our sole discretion, We may suspend, add to, modify, or remove (in whole or in part) any aspect of the Colabyr Services. Where We do so, We will use reasonable endeavours to replace any removed functionality with an equivalent where practicable. You agree to accept such modifications as part of these Terms.
2. We will not be liable for any suspension, variation, addition, modification or removal of the Colabyr Services under this clause.
3. We will use reasonable endeavours to notify You in advance of any material modification.

3.4 Maintenance

You acknowledge that We may carry out scheduled or unscheduled maintenance with respect to the Platform from time to time, and that We reserve the right to suspend access during such maintenance. We will notify You in writing (by email, in-product notice, or other means) at least 24 hours in advance of any scheduled maintenance that is expected to exceed 60 minutes, and will use reasonable endeavours to do the same for any unscheduled maintenance where practicable.

3.5 Enhancements

You acknowledge that the Platform may incorporate code which automatically checks for Enhancements using Your internet connection.

4. Account registration and Users

4.1 Registration

1. Access to the Colabyr Services requires You to register an account with Us. You must complete the registration process in the manner described on the Platform or as otherwise advised by Us. By registering, You agree that all information You provide is accurate and up to date and does not infringe any person's rights. We may, in Our discretion, impose additional due-diligence requirements after Your account has been opened, including in order to verify Your details or identity. You must update Your details if any of them change.
2. Registration is non-transferable. You are responsible for all activity that occurs under Your account, including the activities of all Users. You must, and must procure that Your Users, choose strong passwords and protect them from unauthorised use. You must notify Us immediately of any unauthorised use of Your account or any other breach of security. We are not liable for, and You release and indemnify Us from, any Claims arising directly or indirectly from another person using Your account.

4.2 Users

1. You must limit access to the Colabyr Services to Your Personnel and other persons authorised by You to access and use the Colabyr Services on Your behalf, in accordance with the applicable Order ("User"). You must use all reasonable efforts to prevent unauthorised access to or use of the Colabyr Services by any person who is not a User, and must promptly notify Us if You discover any such unauthorised access or use.
2. You must ensure all Users who access and use the Colabyr Services are made aware of and comply with these Terms as if they were You. We may at any time require You to procure that any User accept a separate agreement with Us, which substantially gives effect to these Terms, prior to that User accessing or using the Colabyr Services.
3. The maximum number of Users authorised under Your account is set out in the relevant Order or pricing plan. You may request additional User capacity, which may be subject to additional Fees.

5. Acceptable use

5.1 Restrictions

1. You must not, and must not permit any User or any third party to: (i) copy, record, replicate, translate, reverse engineer, decompile or disassemble the Platform (or any part of it); or (ii) otherwise attempt to determine the source code, object code, ideas or algorithms of or included in any computer program or software forming part of, or used in connection with, the Platform.
2. You must not, and must not permit any User or any third party to: (i) use the Colabyr Services for any unlawful purpose or any purpose We reasonably determine is inappropriate or unintended; (ii) infringe any laws, third party rights, or Our policies, procedures or guidelines (including Our privacy policy); (iii) circumvent or manipulate the fee structure, billing process, or Fees owed to Us; (iv) post, upload or provide false, misleading, inaccurate, defamatory or offensive content or information on the Platform or to Us; (v) take any action which causes or may cause the provision of the Colabyr Services to other users to be interrupted or degraded; (vi) use the Colabyr Services in connection with any commercial endeavours except for those that have been specifically permitted under these Terms or approved by Us; (vii) upload, copy, modify or distribute files that contain software or other material protected by Intellectual Property Rights (or by rights of confidentiality or privacy) unless You own or control such rights or have received all necessary consents; (viii) remove any copyright notices, titles, trademarks, logos, trademark notices or any other proprietary marks on, or that are part of, the Colabyr Services; (ix) sub-licence, rent, sell, lease, distribute or otherwise transfer the Colabyr Services or any part of them, except as permitted under these Terms; or (x) alter, merge, modify, adapt or enhance the Colabyr Services (unless and to the extent this is enabled on the Platform or that We have expressly agreed in writing).
3. We may remove from, or refuse to display on, the Platform anything that We think is inappropriate or in breach of these Terms in Our absolute discretion. You indemnify Us from any Claims that arise out of any action We may take in accordance with this clause.
4. Except to the extent expressly permitted under these Terms, You must not, nor permit others to, lend, sell, rent, lease, license, commercialise, publish or otherwise create any Security Interest in the Colabyr Services (or any part of them).

5.2 Security

You must not violate the security of the Colabyr Services in any way. We may suspend or terminate Your rights under these Terms and Your access to the Colabyr Services if We suspect any security violation in accordance with clause 14. We may also inform any law enforcement body of any suspected unauthorised or criminal activity. Examples of security violations include:

1. attempting to gain unauthorised access to any part of the Colabyr Services, servers or system infrastructure;
2. using or attempting to use any engine, software, tool, agent, or other device or mechanism (including browsers, spiders, robots, avatars, or intelligent agents) to harvest or otherwise collect information from the Colabyr Services for any purpose, including use on third party websites;
3. attempting to probe, scan, or test the vulnerability of the Colabyr Services or any associated system or network, or breaching security or authentication measures without proper authorisation;
4. interfering with or otherwise circumventing mechanisms in the Colabyr Services intended to limit Your use;
5. using the Colabyr Services in a way that was not intended by Us;
6. interfering with or disrupting (or attempting to interfere or disrupt) any servers or networks connected to the Colabyr Services; or
7. sending to or storing on the Platform any harmful code (including any computer virus, trojan, worm or other code that is harmful or disabling, or that assists in or enables unauthorised access to or corruption of data).

5.3 Compliance with applicable laws

You are responsible for ensuring that Your and all Users' use of the Colabyr Services complies with all applicable laws and regulations, and You must not use, or allow any User to use, the Colabyr Services for any illegal purpose.

6. Your warranties and responsibilities

Without limiting anything else in these Terms, You acknowledge and agree that You:

1. will access and use the Colabyr Services wholly or predominantly for business purposes and not for personal, domestic or household use or consumption;
2. have the power and authority to bind the company, organisation, association or agency on whose behalf You access and use the Colabyr Services to these Terms;
3. will cooperate with Us, including by making available information and Personnel as reasonably required by Us, so that We can provide access to and enable use of the Colabyr Services;
4. are responsible for all networks, systems, internet services, telecommunications and any other facilities (including any associated fees and charges) used or required for You and any User to access and use the Colabyr Services;
5. are responsible for backing up any data (including Customer Data) that You may have on any computer or storage device which is the subject of, or otherwise used in connection with, the Colabyr Services;
6. are responsible for the provision and quality of any data (including Customer Data) which is to be input or processed using the Colabyr Services. You agree that, for the Colabyr Services to operate successfully, any document or data must comply with Our reasonable format and quality requirements and other specifications; and
7. warrant that any data (including Customer Data) provided by You or any User is accurate, complete, lawful, and does not infringe any third party rights. You are responsible for ensuring that such data complies with all applicable laws, regulations, and industry standards.

7. Customer Data

7.1 Ownership and licence

You (or Your licensors, as applicable) retain all right, title and interest in and to the Customer Data. By uploading or entering Customer Data to the Platform, You grant Us (and must ensure that each User grants Us) a non-exclusive, worldwide, royalty free licence (with a right to sub-license to Our Sub-processors) to use, host, copy, transmit, store, reproduce, modify, adapt and display the Customer Data, solely as necessary to provide the Colabyr Services to You and to comply with Our obligations under these Terms.

7.2 Your responsibilities for Customer Data

You are responsible for ensuring that any Customer Data you post, upload or display on or through the Platform:

1. does not violate any of these Terms, Our rights, or the rights of other users or third parties;
2. is not harmful, offensive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, invasive of another's privacy, hateful or otherwise unlawful;
3. is accurate, complete and up-to-date;
4. is not misleading or deceptive;
5. does not contravene any applicable laws or infringe any Intellectual Property Rights of third parties, including rights of confidentiality or privacy;
6. does not contravene any applicable laws, particularly those with respect to personal data, financial data, or sensitive data; and
7. has been provided with all necessary rights and consents from relevant persons, including to permit Us to use, hold or store that Customer Data subject to these Terms and Our privacy policy. You must notify Us immediately in writing if any consents from such relevant persons are withdrawn.

7.3 Export and deletion

You may export Customer Data from the Colabyr Services to a third party platform in a format We support (such as JSON or CSV) on demand during the Term. We may purge Customer Data on a regular basis in accordance with the data retention practices set out in Our privacy policy and the relevant Order. You are solely responsible for the backup and storage of Your Customer Data. We are not responsible for any Customer Data that is lost or deleted as a result of a routine data purge. On termination of these Terms, all Customer Data will be purged in accordance with clause 14.6, and it is Your sole responsibility to export Your Customer Data prior to termination.

7.4 No liability

You understand that all use of Customer Data is Your sole responsibility, and We are not responsible for any Customer Data that is uploaded, entered, transmitted, or otherwise made available on or through the Colabyr Services, or for any reasonable actions taken by Us based on such Customer Data. You agree to indemnify Us from any Claims arising in relation to Customer Data under this clause 7, including any Claim made by a third party in respect of ownership of, title to, or use of Customer Data.

8. Privacy and confidentiality

8.1 Privacy

When You use the Colabyr Services, You may send personal information (as that term is defined in the Privacy Act 1988 (Cth)) to Us. We will collect, hold, use and disclose that personal information in accordance with the Privacy Act 1988 (Cth) and Our privacy policy, accessible at colabyr.ai/privacy, which forms part of these Terms.

8.2 Confidential Information

Any information that has been identified as being proprietary or confidential, or that by the nature of the circumstances surrounding its disclosure ought to be treated as proprietary or confidential ("Confidential Information"), disclosed or otherwise made known to either party under these Terms must only be used to enjoy the rights and carry out the obligations granted or required under these Terms.

Each party must take all reasonable measures to protect the secrecy of, and avoid unauthorised disclosure or use of, the other party's Confidential Information. The receiving party must immediately notify the disclosing party in writing of any unauthorised disclosure, misuse or misappropriation of Confidential Information. Each party must ensure that its Personnel comply with this clause as if they were the receiving party.

If a party becomes legally obligated to disclose Confidential Information of the other to any judicial, governmental or regulatory entity with jurisdiction, that party must give the other prompt written notice (where lawful) sufficient to allow the other to seek a protective order or other appropriate remedy, and must disclose only such information as is required.

You acknowledge that the Colabyr Services contain Our (and where applicable, Our licensors') valuable Confidential Information and other proprietary information. You agree that any unauthorised use, alteration, modification, reproduction, publication, disclosure or transfer of such Confidential Information, or any actual or threatened breach of these Terms, may cause Us immediate, irreparable harm for which monetary damages alone would be an inadequate remedy and that, to the extent permitted by law, We are entitled to seek any alternate relief (including injunctive or equitable relief).

We will not disclose Your Confidential Information to any third party without Your prior written consent except: (a) if We become legally obligated to disclose; or (b) if disclosure is required in connection with a merger, acquisition, corporate reorganisation, sale of all or substantially all of Our assets, investment or any other transaction, in which case We may disclose Confidential Information to prospective or actual purchasers, investors or successors on a strictly confidential basis.

9. AI processing and Generated Information

9.1 AI processing

You acknowledge that the Colabyr Services use artificial intelligence and machine learning technologies, including third party AI model providers, to deliver core Platform functionality. We apply data minimisation principles, transmitting only the data reasonably necessary for the relevant processing task, and We select AI service providers that offer contractual commitments not to use customer input data to train or improve their general models, except where explicitly opted in by the Customer. Customer Data processed through AI services is subject to the same confidentiality and security obligations as all other Customer Data under these Terms.

9.2 Reliance on Generated Information

1. You acknowledge and agree that the Colabyr Services and any data, information, results, outputs, reports, forecasts, predictions, projections or recommendations generated, produced or made accessible through the Colabyr Services ("Generated Information") may be subject to or dependent on third party source materials, data, or other variables and factors that are unforeseeable or otherwise outside Our control, including the reliability and accuracy of any Customer Data, Content, or third party data.
2. Generated Information is provided for informational purposes only and is not definitive professional, compliance or legal advice. You agree that Generated Information is intended: (i) as a supplement to aid, but not replace, specialist human judgement; and (ii) to be evaluated in conjunction with such other tools and information that a human specialist would use or account for in making decisions on matters relating to the Generated Information.
3. You are solely responsible for ensuring that appropriate measures and processes are in place to verify Generated Information before any decision or action is taken on the basis of such Generated Information. All reliance on Generated Information is at Your own risk and You release Us from any Claims arising directly or indirectly from Your reliance on Generated Information.

10. Fees and payment

10.1 Subscription Fees

Access to and use of the Colabyr Services is subject to payment of the subscription fees and any other fees set out in the relevant Order or on Our pricing page at the time of subscription ("Fees"). Unless indicated otherwise, You must pay the Fees in advance for each Subscription Period, at the rate and in the manner specified in the relevant Order.

10.2 Auto-renewal

Unless the Order specifies otherwise, Your subscription will automatically renew for successive periods equal to the initial Subscription Period, at the then-current Fees, unless either party gives written notice of non-renewal at least 30 days before the end of the then-current Subscription Period. You may manage renewal preferences through Your account settings, where available.

10.3 Taxes

Unless specifically stated otherwise, the Fees are exclusive of GST (as defined in A New Tax System (Goods and Services Tax) Act 1999 (Cth)) and other similar taxes imposed in any jurisdiction in connection with the supply of the Colabyr Services to You ("Taxes"). Where applicable, You agree to pay such Taxes imposed in connection with Your use of the Colabyr Services.

10.4 Invoicing and payment

You must pay all invoices issued by Us within fourteen (14) days after You receive that invoice, to a bank account nominated by Us, unless payment is made automatically by Your nominated payment method at the start of each Subscription Period. All payments must be in immediately available funds and in the currency in which the invoice was issued. Late payments will attract interest of four percentage points above the applicable cash rate target announced by the Reserve Bank of Australia from time to time, accruing daily. You will be liable for all reasonable and necessary collection costs (including legal fees on a solicitor and own client basis) We may incur to collect any outstanding amount.

10.5 Disputed amounts

If a Fee is disputed, You are not entitled to withhold payment of the undisputed amount of any invoice. Disputed amounts must be raised in writing within fourteen (14) days of the relevant invoice date and the parties will use good faith efforts to resolve the dispute promptly.

10.6 Changes to Fees

You acknowledge that the continued availability of any part or feature of the Colabyr Services may be conditional upon continued payment of the Fees. We may change the Fees at any time, subject to clause 17. We will use reasonable endeavours to notify You of any changes to the Fees before they come into effect, however this may not always be possible. Changes to Fees will not apply during a current paid Subscription Period unless agreed in writing, but will take effect at the next renewal.

10.7 Refunds

To the maximum extent permitted by law, and except as expressly provided otherwise in these Terms, We are not obligated to provide refunds of any Fees paid by You. We may offer a refund where We determine that extenuating circumstances apply, after deducting reasonable administration or processing charges.

10.8 Reimbursable expenses

You agree to reimburse Us for any additional expenses if We have sought Your approval before incurring them and provide You with the relevant invoice.

11. Intellectual Property Rights

11.1 Our Intellectual Property Rights

1. The Colabyr Services and the Documentation (including all Intellectual Property Rights in and to them) are owned by, and remain with, Us (or Our third party licensors, as applicable). Other than as expressly set out in these Terms, You do not have any rights or licence to use any or part of the Colabyr Services or the Documentation, nor to copy, reproduce or provide them to any third party in any medium or manner, without Our prior written consent. All rights not expressly granted under these Terms are reserved by Us.
2. New products. You acknowledge that We may develop and market new or different software applications, enhancements, modifications or adaptations that may use or contain portions of the Platform (or any associated source code), which may have some or all of the functionality of the Platform or any part of the Colabyr Services. Nothing in these Terms automatically affords You any rights in relation to such applications, enhancements, modifications or adaptations, unless they form part of the Order. We are not precluded from developing for itself, having developed, acquiring, licensing, or developing for third parties, as well as marketing or distributing materials that are competitive with Your products or services, so long as We do not use Your Confidential Information or intellectual property.
3. Upgrades. From time to time, We may introduce adaptations, upgrades or enhancements to the Platform, or make changes to the tools and features of any part of the Colabyr Services, including the availability of products and features, or features dependent upon other services or software ("Upgrades"). All Intellectual Property Rights in Upgrades are owned by, and will vest in, Us upon creation, and to the extent that any such Intellectual Property Rights did not vest in Us, You irrevocably assign all such rights to Us, and agree to execute such documents as may be required by Us to give effect to the above.

11.2 Your Intellectual Property Rights

Subject to the licence granted in clause 7.1, You (or Your licensors, as applicable) retain all Intellectual Property Rights in Your Customer Data, Your Platform and Your Work. You acknowledge and agree that We may use Your name, logo and trademarks (subject to Your branding guidelines as provided to Us from time to time) for the purposes of identifying You as a customer in Our marketing and promotional materials, provided that We will not modify or adapt Your name, logo or trademarks in any way without Your prior written consent (other than by way of reduction or enlargement in size in compliance with Your branding guidelines), and We will not distribute any advertising, literature, brochures or other material featuring Your branding without Your prior written approval.

11.3 Aggregated Data

You acknowledge that We may de-identify and aggregate results, data, trends, and other information generated through the Colabyr Services in such a way that it cannot be used to identify You, any User, or any individual ("Aggregated Data"). We may use Aggregated Data for any purpose We see fit, including for research, benchmarking, product improvement, and industry analysis, and may disclose Aggregated Data to third parties for such purposes. We will not re-identify, or permit the re-identification of, any Aggregated Data. To the extent that Aggregated Data contains any Customer Data, You grant to Us a non-exclusive, worldwide, royalty-free, perpetual and irrevocable licence (including the right to sublicense) to such Customer Data for the purposes of using, adapting, storing, communicating, commercialising and otherwise exploiting the Aggregated Data as We see fit.

11.4 Feedback

If You or any User provide Us with feedback about the Colabyr Services, We may use that feedback and incorporate it into Our products or services without any obligation to You or the relevant User, with all Intellectual Property Rights in and to such feedback and any development following it owned by Us.

12. Warranties and disclaimers

12.1 Our warranties

We represent and warrant that:

1. We will provide the Colabyr Services with reasonable care and skill and in compliance with applicable laws;
2. We are able to lawfully grant the rights expressly set out in these Terms; and
3. the Colabyr Services will not infringe the Intellectual Property Rights of any person.

12.2 No other warranties

Subject to clause 12.1 and except as expressly set out in these Terms, You acknowledge and agree that:

1. the Colabyr Services are provided "as is" and "as available";
2. We exclude, to the maximum extent permitted by law, all warranties, conditions, claims and representations with respect to the Colabyr Services;
3. We rely on the accuracy, completeness and legality of any data (including Customer Data) provided by You or Your Users, and We do not warrant, and expressly disclaim any liability for, any inaccuracies, errors, or omissions in such data, or any consequences arising from Our use of or reliance on such data;
4. We do not warrant: (i) against interference with Your enjoyment of the Colabyr Services; (ii) that the functions contained in or services performed or provided by the Colabyr Services will meet Your requirements or will be fit for a particular purpose; (iii) that the operation of the Colabyr Services will be uninterrupted or error free; (iv) that the Colabyr Services will be free from viruses or anything else that has contaminating or destructive properties; (v) that any defects in the Colabyr Services will be detected or corrected; or (vi) the time for completion of any Colabyr Services or the reliability, availability or quality of the Colabyr Services; and
5. We do not represent, warrant or undertake that any Content that may be inaccurate or incomplete will be detected or corrected, or that any Generated Information that may be inaccurate or incomplete will be accurate or reliable.

12.3 Release and indemnity

Subject to clause 12.1, and without limiting any other indemnities specified elsewhere in these Terms, You release, indemnify and keep indemnified Us and Our Personnel from and against any and all loss, expenses and Claims that arise directly or indirectly as a result of:

1. Your or any User's access to or use of the Colabyr Services;
2. any activity which You or any User engages in with or through the Colabyr Services;
3. any breach of these Terms by You or any User;
4. any breach of any rights of a third party by You or any User;
5. any breach of any applicable law by You or any User;
6. any Claims made against Us by any third party due to or arising out of Your or any User's breach of these Terms, or infringement of any law or the rights of a third party in the course of using the Colabyr Services;
7. any inaccuracies, errors or omissions in any data (including Customer Data) provided by You or any User, or any reliance by Us on such data;
8. the integration of or interaction with any third-party platform or service through the Colabyr Services, including any hacking, breach, or data compromise initiated through the Colabyr Services or any related API;
9. any claim, fine, or penalty imposed by a third-party platform or regulator due to unauthorised access, misuse, data breaches, security failures or data inaccuracies attributable to Your or Your Users' use of the Colabyr Services; or
10. any compromise of third-party data or systems resulting from vulnerabilities introduced through Your or Your Users' use of the Colabyr Services.

13. Liability

13.1 No advice

No part of the Colabyr Services or any information contained in Your account is intended to constitute advice by Us. We are not liable or responsible for any reliance placed on the Colabyr Services or any information contained in Your account. Where You take action, or omit to act, make any decision, or enter into any agreement with any other person, as a result of Your use of the Colabyr Services, You acknowledge and agree that You do so having independently made all such investigations and taken all such professional advice as may be necessary to enable You to make an informed and independent decision.

13.2 Exclusion of liability

You acknowledge that from time to time the Colabyr Services will be unavailable due to scheduled or unscheduled maintenance and that We will have no liability for such unavailability. We will endeavour to programme scheduled maintenance so as to limit its impact on Your operations.

To the maximum extent permitted by law, We exclude all loss, expenses and liability (whether in contract, tort or otherwise) for any Claims (including any loss of or damage to data, loss of profits, loss of savings, loss of revenue, indirect or any Consequential Loss) arising out of or in connection with these Terms or the Colabyr Services howsoever caused, even if We or Our Personnel knew of the possibility of such Claims or it was otherwise foreseeable.

13.3 Limitation of liability

If any exclusion or limitation of any liability or warranty contained in these Terms is ineffective, or if a condition, warranty or term is implied in relation to these Terms or the Colabyr Services, to the maximum extent permitted by law, Our liability will be limited, at Our election, to the resupply of any services performed or provided by the Colabyr Services or the payment of the cost of having such services resupplied.

13.4 Total liability

Notwithstanding any other provision of these Terms, to the maximum extent permitted by law, in no event will Our liability or that of Our Personnel exceed the aggregate of Fees You have paid to Us for the preceding 12 months.

13.5 Data loss

While We endeavour to adhere to best practice policies and procedures to prevent data loss, We do not guarantee that there will be no loss of data and We expressly exclude liability for any loss of data howsoever caused.

14. Term, suspension and termination

14.1 Term

These Terms commence on the Commencement Date set out in the relevant Order and continue for the Subscription Period set out in the Order, with auto-renewal in accordance with clause 10.2 unless terminated earlier in accordance with these Terms ("Term").

14.2 Suspension

We may, at Our discretion, suspend Your access to the Colabyr Services (or any part of them), or otherwise suspend Your rights under these Terms, if We suspect that You are, will, or may likely be in breach of any provision of these Terms, until such time as We have completed Our review and are satisfied that no breach has occurred. We undertake to act reasonably with respect to any suspension.

14.3 Termination by You

You may terminate these Terms by cancelling Your subscription through Your account settings, by giving notice in writing to [email protected], or in accordance with the relevant Order. Termination will take effect at the end of the then-current Subscription Period, unless agreed otherwise in writing.

14.4 Termination for cause

Without prejudice to any other rights We may have at law, We may terminate Your rights under these Terms and Your access to all or part of the Colabyr Services immediately by notice in writing if:

1. You fail to pay any amount due under these Terms on the due date for payment and remain in default for not less than thirty (30) days after being notified to make such payment;
2. You are in breach of these Terms and such breach is not: (i) remedied within fourteen (14) days of receiving written notice of the breach from Us; or (ii) capable of being remedied;
3. You become, threaten or resolve to become, or are in jeopardy of becoming, subject to any form of insolvency administration; or
4. You cease, or threaten to cease, conducting Your business in the normal manner.

14.5 Termination for convenience

Without prejudice to any other rights We may have at law, We may terminate Your rights under these Terms and the relevant Order, and Your access to all or part of the Colabyr Services, by giving no less than 60 days' notice in writing to You.

14.6 Effect of termination

Upon termination of Your rights under these Terms and Your access to all or part of the Colabyr Services for any reason:

1. You must (and must ensure that all Users) immediately cease all access to and use of the Colabyr Services;
2. We may repossess any of Our property in Your possession, custody or control;
3. You must return, delete or destroy all Confidential Information (including Customer Data) accessed by You or Your Users under these Terms and provide Us with written confirmation of completion within 90 calendar days of the termination, unless otherwise permitted by Us; and
4. except to the extent agreed otherwise in writing, You will become immediately liable for any Fees or expenses payable to Us up to termination.

Termination will not affect any accrued rights or liabilities that You may have at the effective date of termination. Any Fees paid in advance by You will not be refunded in the event of a termination, except in the case of termination by You for cause. We may, at Our sole discretion, negotiate an exit period in excess of Your remaining Term during which Your rights under these Terms and Your access to all or part of the Colabyr Services will continue to allow You to retrieve any Customer Data. We make no warranty as to the availability or capability to transfer, use or export any Customer Data on or after the effective date of termination.

14.7 Survival

Each provision of these Terms which by its nature is intended to survive termination will so survive.

15. Support and communication standards

15.1 Mutual respect and good faith

Both parties agree that all communications related to the Colabyr Services will be conducted in good faith, with mutual respect, and with a genuine intention to collaborate. Each party will treat the other with courtesy, patience and professionalism, recognising that complex software engineering work involves uncertainty, evolving requirements and occasional setbacks.

15.2 Communication channels and response times

Unless otherwise agreed in the Order, the parties will communicate through the following channels and at the following response times:

The parties may agree to modify channels and cadence at any time by mutual written agreement. Premium support tiers (where applicable) may have different response time commitments as set out in the Order or on Our pricing page.

15.3 Acceptable conduct

The following conduct is inconsistent with these Terms and will be avoided by both parties:

1. unreasonable or aggressive language, including personal criticism of individuals, intimidation or threats;
2. withholding material information that the other party reasonably needs to fulfil their obligations;
3. repeatedly raising the same concern without engaging constructively with proposed solutions; and
4. making demands for immediate response outside of agreed response times or Business Hours, except in genuine emergencies.

Persistent or serious departure from the standards set out in this clause 15 may be relevant to the exercise of rights under these Terms, including with respect to breach, suspension, termination or dispute resolution.

15.4 Escalation pathway

Where a communication or support issue arises, the parties agree to follow the escalation pathway below before invoking the dispute resolution provisions in clause 17.14:

1. Step 1: The party with the concern raises it directly with their day-to-day contact at the other party, clearly describing the issue and the desired outcome.
2. Step 2: If the issue is not resolved within five (5) Business Days, either party may escalate to senior personnel for discussion and resolution.
3. Step 3: If the issue remains unresolved after a further five (5) Business Days, either party may issue a formal written notice under the dispute resolution provisions of these Terms (clause 17.14).

Nothing in this escalation pathway limits or restricts either party's rights under these Terms or at law.

16. Force majeure

Neither party will be responsible for failure or delay of performance of these Terms if the failure or delay is caused by an event outside that party's reasonable control. Each party must use reasonable efforts to mitigate the effect of a force majeure event.

17. General

17.1 Relationship

We are a contractor independent of Your control and nothing in these Terms gives rise to any fiduciary, agency, trust, employment or other relationship recognised at law or in equity as giving rise to forms of specific rights and obligations.

17.2 Notices

Any notice in relation to these Terms must be in English and in writing. Notice is deemed to have been received: (a) if delivered personally, when left at the person's address; (b) if sent nationally by mail, 3 Business Days after it is posted; (c) if sent internationally by mail, 5 Business Days after it is posted; and (d) if sent by email, at the time and date it was successfully sent without the sender subsequently receiving a delivery failure notice. Notices to Us must be emailed to [email protected] or such other contact details as We notify You from time to time.

17.3 Entire agreement

These Terms (together with the relevant Order and Our privacy policy) constitute the entire understanding between You and Us as to its subject matter and supersede all prior agreements, understandings and communications, whether written or oral, in relation to such subject matter. In accepting these Terms, You have not relied on any warranty, representation or statement, whether oral or written, made by Us or any of Our Personnel.

17.4 Variations

We reserve the right to amend these Terms from time to time. We may amend these Terms by providing an updated, amended or revised version to You by email, in-product notice, or other method in writing as determined by Us ("Amended Terms"). You will have 30 days to decide whether You accept any Amended Terms ("Acceptance Period"). If You do not accept the relevant Amended Terms, You will have the right to terminate Your rights under these Terms during the Acceptance Period at no additional cost to You. Your continued use of the Colabyr Services after the Acceptance Period has lapsed will be deemed acceptance of the Amended Terms.

17.5 Exclusion of implied terms

To the extent permitted by law, and except as expressly provided in these Terms, all terms, conditions and warranties that would otherwise be implied by law regarding these Terms or the Colabyr Services are excluded.

17.6 Severability

If any provision of these Terms is void, invalid or unenforceable for any reason, that provision must be read down to the extent necessary to be valid. If the provision cannot be read down, it must be severed from these Terms and does not affect the validity, operation or enforceability of any other provision of these Terms.

17.7 Waivers

A failure or delay to exercise a power or right under these Terms does not operate as a waiver of that power or right.

17.8 Subcontracting

You agree that We may subcontract to any person to perform all or part of Our obligations under these Terms without seeking Your consent or approval.

17.9 Assignment

You must not assign Your rights or obligations under these Terms to any third party without Our prior written consent. We may assign these Terms in their entirety without Your consent to Our affiliate, or as part of a merger, acquisition, corporate reorganisation, or sale of all or substantially all of Our assets.

17.10 Rights cumulative

Except as expressly stated otherwise in these Terms, Our rights under these Terms are cumulative and are in addition to any other rights We may have under law or equity.

17.11 Governing law

These Terms are governed by the laws of South Australia. The parties irrevocably submit to the exclusive jurisdiction of the courts of South Australia.

17.12 Conflict of interest

You acknowledge that We may engage in any other work and assignment, and provide services the same as or similar to the Colabyr Services, to any other person or entity (including parties that may be competitors to You).

17.13 Non-solicitation

You must not solicit, or attempt directly or indirectly to solicit, any of Our employees, either as an employee, contractor or subcontractor, for employment or separate engagement during the Term and for 12 months after the date of expiration of the Term or termination of these Terms.

17.14 Disputes

A party must not commence court proceedings or arbitration relating to any dispute arising from these Terms or the Order, without first complying with this clause, except where a party seeks urgent interlocutory relief, or where the dispute relates to compliance with this clause. A party claiming that a dispute has arisen under these Terms or the Order must give written notice of the details of the dispute to the other party. Each party that has given or received notice of the dispute under this clause must use its best endeavours to resolve the dispute. If the parties to the dispute do not resolve the dispute within 20 Business Days of receipt of notice, the parties must mediate the dispute in accordance with the Australian Disputes Centre Guidelines for Commercial Mediation current at the date of the dispute notice.

17.15 Rules of interpretation

In these Terms, unless the context otherwise requires: (a) headings do not affect interpretation; (b) singular includes plural and plural includes singular; (c) "including", or similar words, does not limit what else might be included; (d) where a word or phrase is defined in these Terms, each of its other grammatical forms will have a corresponding meaning; (e) reference to a person includes a corporation, joint venture, association, government body, firm, and any other entity; (f) reference to a party includes that party's personal representatives, successors and permitted assigns; and (g) reference to a thing includes a part of that thing.

18. Definitions

In these Terms, capitalised terms have the following meaning, unless defined elsewhere or the context requires otherwise:

Acceptance Period means has the meaning given to that term in clause 17.4.

Access Licence means has the meaning given to that term in clause 2.1(a).

Aggregated Data means has the meaning given to that term in clause 11.3.

Amended Terms means has the meaning given to that term in clause 17.4.

API means has the meaning given to that term in clause 2.1(b).

Business Day means any day that is not a Saturday, Sunday or public holiday in South Australia.

Claim includes any: (i) claim, notice, demand, action, proceeding, litigation, prosecution, arbitration, investigation, judgment, or award whether based in contract, civil, common law, tort (including negligence) or statute and whether involving a party to these Terms, a third party or otherwise; and (ii) loss, cost, damage, expense or liability arising directly or indirectly from any such claim, notice, demand, action, proceeding, litigation, prosecution, arbitration, investigation, judgment, or award.

Colabyr Services means has the meaning given to that term in the opening paragraph of these Terms.

Commencement Date means the commencement date as set out in the relevant Order.

Confidential Information means has the meaning given to that term in clause 8.2.

Consequential Loss means any consequential or indirect loss suffered or incurred under or in connection with these Terms (whether arising in contract or tort (including negligence), under an indemnity or otherwise) including loss of anticipated savings, loss of income, loss of profits, loss of goodwill, loss of contract, loss of business, loss of reputation, loss of use, partial or total loss or corruption of data, any form of business interruption, increased cost of working, and loss suffered as a result of claims by any third party.

Content means any and all data and information available through or contained on the Platform or Colabyr Services, including articles, documents, brochures, presentations, pictures, images, audiovisual works, other informational materials and any comments.

Customer Data means any and all files and any other data and information, including personal information (as that term is defined in the Privacy Act 1988 (Cth)), which is posted, uploaded to, or inserted into the Platform by You or on Your behalf.

Defect means an unintended behaviour of the Platform that detrimentally impacts its use.

Documentation means has the meaning given to that term in clause 2.5.

Enhancement means any updates, upgrades or new releases.

Fees means has the meaning given to that term in clause 10.1.

Generated Information means has the meaning given to that term in clause 9.2(a).

Intellectual Property Rights means any and all registered or unregistered rights in, including rights to apply for registration, renewal or extension in, any copyrights, patents, inventions, discoveries, trade secrets, processes, methodologies, know-how, specifications, computer programs or software, source or object codes, trademarks, logos, designs, confidential information, or any rights of a similar nature under the laws of Australia or anywhere else in the world.

Order means: (a) the order confirmation generated when You complete the online sign-up flow on Our Website (together with the plan details on Our pricing page at the time of sign-up); or (b) a separate order form, statement of work, or similar ordering document executed between You and Us; in each case, that incorporates these Terms.

Personnel means a party's affiliates, officers, directors, employees, agents and independent contractors and their affiliates.

Platform means the Colabyr software platform and any associated applications (including mobile applications) and Websites designated by Us to form part of that platform through which the Colabyr Services are provided by Us, together with any modifications, developments, enhancements or improvements from time to time.

Security Interest means a security interest that is subject to the Personal Property Securities Act 2009 (Cth) or any other mortgage, pledge, lien, charge or other arrangement of any kind which in substance secures the payment of money or the performance of an obligation, or that gives a creditor priority over unsecured creditors.

Services means the consultancy and advisory services (including onboarding, implementation assistance, training, technical guidance or other related services) provided by Us in connection with the access and use of the Platform from time to time, as set out in the Order.

Special Conditions means the special conditions (if any) as set out in the relevant Order.

Subscription Period means the period during which You are entitled to access and use the Colabyr Services as set out in the relevant Order or pricing plan, including any renewal periods.

System Requirements means has the meaning given to that term in clause 2.2.

Taxes means has the meaning given to that term in clause 10.3.

Term means has the meaning given to that term in clause 14.1.

Third Party Component means has the meaning given to that term in clause 2.4(a).

Third Party Programs means has the meaning given to that term in clause 2.3.

Upgrades means has the meaning given to that term in clause 11.1(c).

User means has the meaning given to that term in clause 4.2(a).

Websites means colabyr.ai, colabyr.com and any subdomains associated with them from time to time.

Your Platform means the application or website that You identified in writing to Us at the Commencement Date (and approved in writing by Us) as the platform through which Your users will access the Colabyr Services (or such alternative application or website as We approve from time to time in Our absolute discretion, or that We created solely for You in accordance with the Order).

Your Work means any code, configuration or work created specifically for You by Us in accordance with these Terms and the Order.

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