LEGAL

Terms of Service

The terms that govern your use of the ASE Operational Reliability Platform and related services.

DRAFT · PENDING LEGAL REVIEWLast updated: 6 July 2026Version: v0.9

These are general terms for the ASE Operational Reliability Platform. The specific conditions of service are finalised with each customer in a signed Order Form, which prevails where it differs from these terms.

These Terms of Service ("Terms") govern access to and use of the ASE Operational Reliability Platform ("ORP" or the "Platform") and related reliability services provided by Agile Solutions Engineers (ABN 96 587 026 518) (the "Company", "we", "us", "our").

Definitions

Company: Agile Solutions Engineers (ABN 96 587 026 518) [on incorporation: Agile Solutions Engineers Pty Ltd (ACN …)].
Customer: the organisation that subscribes to the Platform under an Order Form.
Order Form: the signed document setting out the Customer's plan, fees, term and specific commercial terms.
Authorised User: an individual the Customer permits to access the Platform under its subscription.
Customer Data: operational data the Customer or its Authorised Users enter into the Platform.
Confidential Information: non-public information disclosed by one party to the other in connection with the Platform.

1.Agreement scope

Your use of the Platform is governed by (a) these Terms and (b) a signed Order Form between the Customer and the Company. Together they form the agreement. Where an Order Form conflicts with these Terms, the Order Form prevails to the extent of the inconsistency.

2.The service

The ORP is a subscription software-as-a-service platform for industrial reliability and maintenance management, licensed per organisation. The Company may also provide optional reliability services ("Reliability-as-a-Service") as described in an Order Form. Access is licensed to the Customer and its Authorised Users. Availability and support targets are described in our Service Level Summary.

3.Accounts & acceptable use

The Customer and its Authorised Users must keep credentials secure and use the Platform only for lawful business purposes. They must not: attempt to breach or test security without authorisation; access other customers' data; reverse engineer, copy or resell the Platform without our written consent; or upload unlawful or infringing content. The Customer is responsible for activity under its accounts and for managing its Authorised Users' access.

4.Customer data ownership

You own your data. The Customer owns all Customer Data. The Company acts as custodian of that data solely to provide the Platform.

On termination or expiry, the Customer may export Customer Data in a structured, machine-readable format. Export is available for 30 days after termination, after which the data may be deleted from active systems in the ordinary course (see the Privacy Policy for retention).

5.Anonymised benchmarking OPT-OUT AVAILABLE

To improve the Platform and produce industry insights, the Customer grants the Company a non-exclusive licence to use de-identified, aggregated data derived from Platform use — for example failure modes grouped by equipment class.

No Customer identity, site, location or commercially identifying detail is ever disclosed.
Outputs are statistical and aggregated so individual customers cannot reasonably be re-identified.
The Customer may opt out at any time by written notice to info@agilesolutionsengineers.com.au.

6.Operational responsibility CRITICAL

The Platform supports decisions — it does not make them. The ORP provides information, records and analytics to assist reliability and maintenance decision-making.

To the extent permitted by law, the Platform is not a safety instrumented system and is not a substitute for engineering judgement, statutory inspection obligations, competent or qualified personnel, or the Customer's own safety and maintenance management systems.

The Customer remains solely responsible for its operational, maintenance and safety decisions.
The Customer is responsible for compliance with all applicable work health and safety (WHS) laws and industry regulations, and for verifying information before relying on it for safety-critical decisions.
The Company does not warrant that the Platform will identify every fault, failure or risk.

7.Fees, GST & payment

Fees are set out in the Order Form and payable in Australian dollars.
Unless stated otherwise, fees are exclusive of GST, which is added where applicable.
Invoices are payable within 14 days of the invoice date.
We may suspend access for accounts that remain unpaid after reasonable notice (see clause 13).

8.Intellectual property

All intellectual property rights in the Platform — including its software, source code, design, user interface, documentation and the ASE brand — are owned exclusively by the Company. No such rights transfer to the Customer; the Customer receives only the limited right to use the Platform during the term.

The Platform is operated using third-party infrastructure and open-source components, which remain the property of their respective owners and are used under their own licences; this does not affect the Company's ownership of the Platform itself. The Customer owns its Customer Data (clause 4). If the Customer provides feedback or suggestions, the Customer grants the Company a perpetual, royalty-free licence to use that feedback to improve the Platform.

9.Confidentiality

Each party may receive the other's Confidential Information. Both parties agree to keep it confidential, use it only to perform the agreement, and protect it with reasonable care — except where disclosure is required by law.

10.Warranties & disclaimers

The Company will provide the Platform and any services with due care and skill. Subject to clause 12 and to the extent permitted by law, the Platform is otherwise provided "as is", and the Company does not give implied warranties that the Platform will be uninterrupted, error-free, or fit for a particular purpose beyond what is expressly stated.

11.Customer indemnity

To the extent permitted by law, the Customer indemnifies the Company against loss or third-party claims arising from (a) the Customer's breach of these Terms or the acceptable use rules, (b) the Customer Data or the Customer's use of it, or (c) the Customer's operational, maintenance or safety decisions.

12.Limitation of liability ACL PRESERVED

To the maximum extent permitted by law:

Each party's total liability arising out of or in connection with the agreement is capped at the fees paid by the Customer in the 12 months before the event giving rise to the liability.
Neither party is liable for indirect or consequential loss, including loss of production, downtime, loss of profits, loss of revenue, or loss of or damage to data (except to the extent caused by a party's breach of its data or confidentiality obligations).

Australian Consumer Law. Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy under the Australian Consumer Law or other law that cannot lawfully be excluded. Where liability for failing to comply with a non-excludable guarantee can be limited, our liability is limited (at our option) to re-supplying the services or paying the cost of having them re-supplied.

13.Suspension

We may suspend access, on reasonable notice where practicable, if (a) fees are overdue, (b) we reasonably believe the Platform is being used unlawfully or in breach of clause 3, or (c) suspension is necessary to protect the security or integrity of the Platform or other customers. We will restore access once the cause is resolved.

14.Subprocessors

We use trusted third-party providers to operate the Platform (for example hosting, database and email delivery). Current providers are listed in our Privacy Policy. We remain responsible for their performance of the tasks we engage them for.

15.Service changes

We may improve, update or modify the Platform over time. Where a change would materially and adversely affect core functionality the Customer relies on, we will give reasonable prior notice.

16.Force majeure

Neither party is liable for failure or delay caused by events beyond its reasonable control (for example natural disasters, outages of essential third-party infrastructure, or government action), provided it takes reasonable steps to mitigate.

17.Term & termination

The agreement runs for the term in the Order Form. Either party may terminate for material breach not remedied within a reasonable notice period. On termination, the Customer's right to access the Platform ends, subject to the 30-day export window in clause 4. Clauses that by their nature should survive termination (including 4, 8, 9, 11, 12) survive.

18.Assignment

The Customer may not assign the agreement without our written consent. The Company may assign or novate the agreement to a related body corporate or successor entity — including on incorporation or corporate restructure — on notice to the Customer. [This clause supports transfer of existing agreements to the incorporated Pty Ltd entity.]

19.Notices

Notices may be given by email to info@agilesolutionsengineers.com.au. A postal address for legal notices will be published following incorporation.

20.Data breaches

If a data breach affecting personal information occurs, we will act in accordance with our Privacy Policy and the Notifiable Data Breaches scheme under the Privacy Act 1988 (Cth), including notifying affected individuals and the OAIC where required.

21.Changes to these Terms

We may update these Terms from time to time. Where changes are material, we will give reasonable notice (for example by email or in-platform notice) before they take effect. Continued use after changes take effect constitutes acceptance.

22.General

These Terms and the Order Form are the entire agreement between the parties and supersede prior discussions. If any provision is unenforceable, the rest remains in effect. A failure to enforce a right is not a waiver. Nothing creates a partnership, agency or employment relationship between the parties.

23.Governing law

These Terms are governed by the laws of Western Australia, Australia, and the parties submit to the non-exclusive jurisdiction of the courts of that State.