SAFETYMINDER SOFTWARE TERMS & CONDITIONS

ACCEPTANCE OF TERMS

- Welcome to Safetyminder, a cloud-based Work Health & Safety (WHS) management software platform provided by Trans-Tasman Software Pty Ltd (ABN 99 624 103 126) trading as Safetyminder.
- By registering for, accessing, activating a trial, or otherwise using the Safetyminder software platform (the Service), You acknowledge that.
- You have read and understood these Terms & Conditions.
  - You agree to be legally bound by them.
  - You have authority to accept these Terms on behalf of any organisation using the Service.
  - Use of the Safetyminder software constitutes full acceptance of these Terms and Conditions.
- If You do not agree to these Terms, You must not use the Service.

DEFINITIONS

Agreement Means these Terms & Conditions.
Access Fee Means the subscription fee payable for access to the Service.
Data Means any information, records, documents or material uploaded or entered into the Service.
Intellectual Property Means all patents, trademarks, copyrights, designs, know-how, trade secrets and other intellectual property rights.
Invited User Means any employee, contractor or authorised user granted access by the Subscriber.
Service Means the Safetyminder cloud-based WHS management platform.
Subscriber Means the organisation or individual who registers to use the Service.
Website Means the Safetyminder website and platform.
Safetyminder Means Trans-Tasman Software Pty Ltd trading as Safetyminder.

LICENCE TO USE THE SERVICE

- Safetyminder grants You a non-exclusive, non-transferable, revocable licence to access and use the Service subject to these Terms.
- This licence:
  - is limited to Your internal business use.
  - does not grant ownership rights in the software.
  - may not be sublicensed, resold or transferred without written consent.
- All intellectual property rights remain the property of Safetyminder.

SUBSCRIPTION TERM AND MINIMUM COMMITMENT

- All Safetyminder subscriptions are subject to a minimum contract period of twelve (12) months.
- This applies regardless of whether the Subscriber selects:
  - monthly billing.
  - annual billing.
- Where a Subscriber chooses monthly billing, the Subscriber agrees that:
  - monthly payments must continue for the entire 12-month minimum term.
  - cancellation during this period does not cancel the payment obligation.
- Subscribers wishing to terminate prior to the completion of the minimum term must pay out the remaining subscription balance for the remainder of the 12-month period.
- Once the minimum term has expired, subscriptions will automatically renew for successive billing periods unless cancelled with written notice.

PAYMENT OBLIGATIONS

- Subscribers agree to pay all Access Fees in accordance with the selected billing schedule.
- Payments must be made in advance of the service period.
- Failure to pay invoices may result in:
  - suspension of access to the Service.
  - restriction of system functionality.
  - termination of the account.
- Safetyminder reserves the right to recover any reasonable debt recovery or legal costs incurred in collecting overdue fees.
- All prices are exclusive of applicable taxes unless otherwise stated.

ACCEPTABLE USE

- You must not use the Service:
  - for unlawful purposes.
  - to transmit viruses or malicious code.
  - to attempt unauthorised system access.
  - to disrupt the Service or other users.
  - to upload unlawful, defamatory or infringing content.
- Safetyminder may suspend accounts where these rules are breached.

USER ACCESS AND SECURITY

- The Subscriber is responsible for:
  - controlling user access to the Service.
  - maintaining password confidentiality.
  - ensuring authorised use by employees or contractors.
- You must notify Safetyminder immediately of any suspected unauthorised access.
- Safetyminder will take reasonable steps consistent with industry standards to maintain system security.

DATA OWNERSHIP

- The Subscriber retains ownership of all Data uploaded to the Service.
- Safetyminder (receives a limited licence to) data functions include:
  - Storage of Data.
  - Processing Data.
  - Backup of the Data.
  - Transmission of the Data.
- The Data will be used solely for the purpose of providing the Service.
- Safetyminder does not claim ownership of customer Data.

DATA BACKUP AND STORAGE

- Safetyminder performs routine system backups using commercially reasonable industry practices.
- Subscribers remain responsible for maintaining their own copies of critical records.
- Safetyminder does not guarantee prevention of data loss.

THIRD-PARTY INTEGRATIONS

- The Service may allow integration with third-party applications.
- Safetyminder is not responsible for:
  - data access by third-party services.
  - performance of third-party systems.
  - any loss caused by those integrations.
- Use of third-party integrations is at the Subscriber’s own risk.

SERVICE AVAILABILITY

- Safetyminder aims to maintain high service availability but does not guarantee uninterrupted operation.
- Service interruptions may occur due to:
  - system maintenance.
  - internet infrastructure issues.
  - events beyond reasonable control.
- Where practicable Safetyminder will provide advance notice of major maintenance.

SERVICE MODIFICATIONS

- Safetyminder may update, modify or improve the Service at any time.
- This may include:
  - new functionality.
  - removal of outdated features.
  - performance or security improvements.
- Safetyminder will make reasonable efforts to notify users of significant changes.

SUSPENSION RIGHTS

- Safetyminder may suspend access immediately where:
  - payment obligations are not met.
  - Security risks are detected.
  - these Terms are breached.
  - continued access may harm the Service or other users.
- Access may be restored once the issue is resolved.

CONFIDENTIALITY

- Both parties agree to keep confidential any proprietary or confidential information disclosed during use of the Service.
- This obligation continues after termination of the Agreement for a period of five (5) years.

LIMITATION OF LIABILITY

- To the maximum extent permitted by law, Safetyminder will not be liable for
  - loss of profits.
  - loss of business opportunity.
  - loss of data.
  - indirect or consequential loss.
- Safetyminder’s total liability for any claim will not exceed the Access Fees paid by the Subscriber during the previous twelve (12) months.

WHS COMPLIANCE DISCLAIMER

- Safetyminder provides software tools to assist organisations in managing Work Health & Safety processes.
- The Service does not guarantee legal compliance with any WHS legislation or regulatory requirements.
- The Subscriber remains solely responsible for ensuring that:
  - its safety systems comply with applicable laws.
  - its policies and procedures meet regulatory obligations.

TERMINATION

Safetyminder may terminate this Agreement if:
the Subscriber breaches these Terms.
the Subscriber becomes insolvent.
subscription fees remain unpaid.
Upon termination:
- access to the Service will cease.
- all outstanding fees remain payable.

DATA RETENTION AND DELETION AFTER TERMINATION

Following termination or expiry of this Agreement for any reason:
- Safetyminder may retain Subscriber Data for administrative, legal, and backup purposes.
- Unless otherwise required by law, Safetyminder will use reasonable efforts to delete or anonymise Subscriber Data within ninety (90) days after termination of the Service.
- During this retention period the Subscriber may request export of its Data, subject to:
  - payment of any outstanding subscription fees.
  - reasonable administrative charges for data exports.
- After the deletion period expires, Safetyminder will have no obligation to maintain or provide access to the Subscriber’s Data.
- Safetyminder may retain anonymised or aggregated system data that does not identify the Subscriber or any individual user for analytics, product improvement, or industry benchmarking purposes.

PLATFORM ANALYTICS AND SERVICE IMPROVEMENT

Safetyminder may collect and use aggregated, anonymised and non-identifiable data relating to the performance and usage of the Service.
Such data may be used for the purposes of:
- improving system performance and reliability.
- developing new software features and functionality.
- statistical analysis and product research.
- improving user experience and system security.
For the avoidance of doubt:
- Safetyminder will not disclose Subscriber confidential information or identifiable Data to third parties without consent unless required by law.
- Any analytics data used will be fully anonymised and aggregated so that no individual organisation or user can be identified.

ACCOUNT INACTIVITY

If a Subscriber account remains inactive for a continuous period of twelve (12) months or more, Safetyminder reserves the right to:
- archive the account.
- remove inactive Data from live systems.
Safetyminder will make reasonable efforts to notify the Subscriber before such action is taken.

GOVERNING LAW

This Agreement is governed by the laws of the State of South Australia, Australia.
Both parties submit to the exclusive jurisdiction of the courts of South Australia.

FORCE MAJEURE

Neither party will be liable for delays or failure caused by events beyond reasonable control, including:
- natural disasters.
- cyber-attacks.
- internet outages.
- government actions including war.

ENTIRE AGREEMENT

These Terms constitute the entire agreement between the parties relating to the Service.