Standard Terms

Platformers® Standard Terms

Introduction

These Standard Terms apply to all services provided by Platformers®. By signing a Sales Proposal, purchasing services through our web storefronts, requesting support, or using any of our Services, the Customer acknowledges and agrees to be bound by these Standard Terms. 

Platformers®: Beyond Software – Integrated Compliance & Digital Transformation

Platformers® provides comprehensive digital transformation solutions with a specialised focus on compliance and operational efficiency for businesses operating across the infrastructure industries. Built on a deep construction industry experience, the Platformers® integrated approach combines:

1. Industry-Leading Methodologies: The Platformers® system incorporates proven frameworks like the Kontrol4 MQMS to ensure compliance across all operational aspects.
2. Comprehensive Technology Ecosystem: A curated suite of purpose-built platforms and applications including:
– Construction and field operations management solutions
– Document and knowledge management systems
– Compliance and certification tracking tools
– Digital forms and workflow automation
– Cybersecurity and data protection services
– Productivity and collaboration platforms
3. Expert Compliance Consulting: Deep industry knowledge gained through extensive hands-on experience in construction operations translated into practical implementation strategies that work in real-world environments.  
4. Flexible Implementation Models: Scalable service packages (Journeyperson, Primary, Secondary, Tertiary and Honours) designed to match your business size and needs. 
5. Complete Digital Transformation Support: From business registration and domain management to marketing solutions and operational optimisation.

With rising regulatory pressures and tightening margins in the infrastructure industries, the Platformers® approach delivers more than just technology. The Platformers® solutions provide measurable compliance outcomes and operational efficiencies at a lower total cost than single-focus providers. The Platformers® unique position as experts in both compliance methodology and digital transformation enables us to bridge the gap between regulatory requirements and practical business operations. 

This agreement covers the provision of services and support to Customers. Platforms are intended to provide a full end-to-end workflow for Customers’ personnel and trades who use the platforms to create operations compliance checklists and other operational required forms.

1. Definitions and interpretation

1.1 Definitions
In this Agreement:

Agreement means the signed sales proposal, these Standard Terms, the special conditions specified in the proposal, the schedules and any attachments.

Account Closure Fee means the fee charged for the administrative procedures required to properly close accounts, remove Customer data, and terminate services as specified in the Sales Proposal or as determined by Platformers® based on current rates. 

Base Platform License means the core component of the annual service agreement that secures access to the platform(s) and customer data, which may be implemented as a site license, admin user access or other foundational access as specified in the Sales Proposal.

Business Day means a day which is not a Saturday, Sunday or public holiday in Melbourne, Victoria, Australia

Claim means a claim, action, demand, damage, loss, liability, cost, charge, expense (including legal costs on a full indemnity basis), outgoing, fine or payment.

Commencement Date means the date specified on the proposal as being the date from which this Agreement takes effect, or if no such date is specified, the date on which this Agreement is executed by both parties.

ComplianceVault means Platformers®‘ data archival service that allows the Customer to retain read-only access to historical data after termination of the main Services.

Confidential Information in relation to a party means information of a confidential nature including information about its business, operations, strategy, administration, technology, affairs, clients, customers, employees, contractors or suppliers, but does not include any information which is in the public domain other than through a breach of confidence.

Consequential Loss means any loss of profits, loss of revenue, loss of any contract value, loss of anticipated profit or damages for lost opportunity.

Customer means a corporate entity or individual who has entered into this agreement with Platformers®, for the supply of Services, or which pays User(s) Subscription Fees on behalf of a User(s), or uses any of the Platformers® Services or Non-Standard Services.

Customer Data means:
(a) data content owned or supplied by the Customer to which Platformers® is provided access under this Agreement; and
(b) data values entered by Customer users into the system.
Customer Data explicitly excludes:
(i) all system architecture, form templates, database structures, workflows, calculation algorithms and business logic;
(ii) all software code, custom integrations, API connections, technical implementations and system configurations;
(iii) all ISO implementations, compliance frameworks, template procedures and standard operating procedures;
(iv) all custom field configurations, field validation rules, custom calculations, formulas and algorithmic logic;
(v) all training materials, documentation, user guides and implementation methodologies;
(vi) all report templates, dashboard configurations, analytics algorithms and visualisation formats;
(vii) all backup systems, data migration tools and archival structures; and
(viii) any other intellectual property, processes or technical implementations developed by or licensed to Platformers®,
(ix) all mobile application interfaces, user experience designs, navigation patterns, and mobile-specific functionality;
(x) all industry-specific terminology, safety frameworks, risk assessment methodologies, and compliance mapping structures;
(xi) all data relationship definitions, field dependencies, conditional logic structures, and data validation hierarchies;
(xii) all integration patterns, data synchronisation protocols, external system connection methodologies, and API design patterns;
(xiii) all quality assurance methodologies, testing frameworks, validation protocols, and system reliability measures;
(xiv) all enhancements, modifications, customisations, and implementations that extend beyond basic platform functionality, regardless of integration with customer data;
(xv) any information, structures, or methodologies that could enable recreation, reverse-engineering, or development of substantially similar competing systems or derivative works; and
(xvi) all industry-specific knowledge, best practices, regulatory interpretations, and specialised methodologies developed or curated by Platformers® and/or its vendors,
which remain the intellectual property of Platformers® and/or its vendors regardless of customisation level.

Deliverables means all things, materials, documents, information and items developed by or on behalf of Platformers® or its Personnel in connection with the supply of the Software and Services.

Exit Procedures means the formal process for terminating services, as detailed in clause 6.3, including account deactivation, data handling, and intellectual property protection confirmation.

Fees mean the amounts payable by the Customer under this Agreement, calculated in accordance with the sales proposal or the monthly invoice for Subscription Fees.

Flexible User Allocation means the ability to adjust user counts on a monthly basis while maintaining the annual platform commitment.

Force Majeure means an unforeseeable event or circumstance beyond the reasonable control of a party including acts of God, industrial action (excluding those involving Platformers®‘ Personnel), war, terrorism, or civil commotion  

GST means a goods and services tax, or a similar value added tax, levied or imposed under the GST Law.

Insolvency Event means any event of insolvency including winding up, appointment of administrator, arrangement with creditors, inability to pay debts, or similar circumstances.

Intellectual Property Rights means all present and future rights in relation to copyright, trademarks, designs, patents, trade names, domain names, proprietary rights, and other intellectual property rights, whether created before or after this Agreement, and whether in Australia or elsewhere.

Licensed Software means any software and related Documentation licensed to Platformers® by a third party.

Non-Standard Services means any services, actions, or requests that fall outside the scope of standard service offerings covered by regular Subscription Fees.

Personnel means a party’s officers, employees, agents, consultants, contractors and subcontractors. 

Platform means and is interchangeable with Licensed Software.

Pre-Existing IPR means any Intellectual Property Rights of a party which existed prior to the execution of this Agreement or which comes into existence after the execution of this Agreement independently.

Premium Transition Rates means the rates applicable when a Customer continues to access or use Services after expiration or termination without completing proper Exit Procedures, calculated as 200% of either the Customer’s most recent annual agreement rates or Platformers’ current standard annual rates, whichever is higher.

Prohibited Transition means any attempt to transfer or migrate to another reseller or implementation partner of a Vendor Platform while retaining, reproducing, or recreating any element of Platformers® intellectual property or implementation.\

Published Commercial Rates means the retail prices published on kontrol4.com or such other rates as determined by Platformers® in its discretion, calculated to reflect the commercial value of IP usage.

Rate Protection means the guarantee of consistent per-user rates for the full annual term.

Reseller Agreement means any agreement between Platformers® and a third-party vendor that authorises Platformers® to resell, implement, or support the vendor’s products or services.

Sales proposal means any proposal accepted by a representative of the Customer, whether through formal signature, electronic acceptance, or implicit acceptance through continued use of services.

Service Levels means the performance standards for the Services as specified in the sales proposal or at https://hub.sanspaper.com/support-plan.

Service Package means a bundled offering of multiple Services at a combined price point, categorised as Journeyperson, Primary, Secondary, Tertiary, or Honours as specified in the sales proposal.

Services means the services to be provided by Platformers® under this Agreement.

Subscription Period means the period for which the Customer agrees to receive the Services;

Subscription Fees means the fees payable for subscribing to the Services.

Term means the term of this Agreement as specified in the sales proposal.

Trial Services means limited-duration evaluation access to certain aspects of the Services provided by Platformers® at no cost for a specified trial period, typically not exceeding 90 days, and which do not include a Base Platform License or Service Package commitment.

Vendor IP means any and all Intellectual Property Rights owned by or licensed to Platformers’ Vendors including but not limited to software platforms, databases, applications, forms, templates, workflows, and methodologies, regardless of the original source or current hosting arrangements..

Vendor Platform means any third-party software, platform, or technology incorporated into or accessed through the Services provided by Platformers®.

Website Rental means the licensing of a website developed by Platformers® for the Customer’s use during the specified rental period.

1.2 Interpretation
In This Agreement, the following rules of interpretation apply unless the contrary intention appears:

(a) headings are for convenience only and do not affect interpretation;
(b) the singular includes the plural and vice versa;
(c) words that are gender neutral or gender specific include each gender;
(d) “includes” means without limitation;
(e) a reference to a monetary amount is in Australian dollars;
(f) an agreement on the part of two or more persons binds them jointly and severally;
(g) when the day on which something must be done is not a Business Day, that thing must be done on the following Business Day; 
(h) no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of this Agreement.

2. Agreement Structure and Service Delivery
2.1 Supply of Services and Software
Platformers® must supply the Licensed Software, Services, and Deliverables:
(a) at the Site(s) identified;
(b) on or before the agreed Delivery Date;
(c) in accordance with their Specifications;
(d) in accordance with all applicable Laws and standards; and
(e) using any identified Key Personnel
2.2 Documentation and Support
Platformers® must supply the Documentation or information required to enable the Customer to Use the Software and Services and will provide support in accordance with the applicable Service Levels.
2.3 Service Packages
Platformers® offers tiered Service Packages as specified in the Sales Proposal, which may include:
(a) Journeyperson Service Package: designed for organisations with 1 team member or organisations with existing vendor software licenses requiring Platformers’ expertise
(b) Primary Service Package: designed for organisations with 1-4 team members
(c) Secondary Service Package: designed for organisations with 5-19 team members
(d) Tertiary Service Package: designed for organisations with 20+ team members
(e) Honours Service Package: designed for organisations with 200+ team members
2.4 Annual Agreement Structure
All Services are provided on an annual commitment basis with the following structure:
(a) Base Platform License: Secures access to the platform and all Customer data for the full term
(b) Flexible User Allocation: Allows adjustment of user counts based on actual business needs
(c) Rate Protection: Maintains consistent per-user rates for the full annual term
2.5 Vendor Platform Terms
(a) The Customer’s use of any Vendor Platform is conditioned upon acceptance of and compliance with all applicable Vendor EULAs.
(b) The Customer acknowledges that Platformers® cannot provide access to Vendor Platforms if the Customer refuses to accept the applicable Vendor EULAs.
(c) Platformers® is not responsible for changes to Vendor EULAs and has no obligation to continue providing Services if the Customer refuses to accept updated Vendor EULAs.
(d) The Customer acknowledges that acceptance of Vendor EULAs creates a direct legal relationship between the Customer and the vendor in addition to this Agreement.
2.6 Changes to Vendor Relationships
(a) The Customer acknowledges that Platformers® relationships with Vendor Platforms are subject to change due to business factors including but not limited to:
(i) Non-renewal of Reseller Agreements
(ii) Termination of Reseller Agreements
(iii) Changes to vendor business models or partnership programs
(iv) Corporate restructuring of vendors
(b) Platformers® will provide the Customer with at least 30 days’ written notice if changes to vendor relationships may materially impact the Services provided under this Agreement.
2.7 Platform Transitions
(a) During the Term, the Customer may request to transition between Platformers® platforms subject to the following conditions:
(i) Platform transitions can only occur at the end of a billing cycle
(ii) A Platform Transition Fee as determined by Platformers® or as specified in the Sales Proposal applies
(iii) The Customer must provide 30 days’ written notice of intent to transition
(iv) The current Term commitment remains in effect regardless of platform changes
(b) Platformers® may, at its discretion, offer special transition incentives including:
(i) Waived or reduced Platform Transition Fees
(ii) Trial periods on new platforms
(iii) Temporary dual-platform access during transition
2.8 Prohibited Transitions
(a) The Customer explicitly acknowledges and agrees that transitioning to another reseller or implementation partner of any Vendor Platform is strictly prohibited without Platformers® prior written consent.
(b) Any attempt to migrate any implementation, configuration, template, form, workflow, methodology, or other element developed by Platformers® to another reseller or implementation partner constitutes a material breach of this Agreement and infringement of Platformers® intellectual property rights.
2.9 Vendor-Caused Issues
(a) Platformers® relies on third-party vendors for certain functionality. While Platformers® will use reasonable efforts to address vendor-related issues, it cannot guarantee resolution of issues caused by vendor limitations, updates, or changes.
(b) In cases of vendor-caused issues, Platformers® may:
(i) Suggest workarounds or alternative solutions
(ii) Schedule fixes as part of ongoing maintenance
(iii) Recommend transition to alternative platforms or components
(c) Platformers® shall not be liable for service disruptions or limitations resulting from vendor-caused issues, including but not limited to:
(i) Changes to vendor APIs, frameworks, or functionality
(ii) Vendor software bugs or limitations
(iii) Discontinuation of vendor features or services
(iv) Vendor compliance or regulatory requirements
2.10 Trial Services
(a) Platformers may, at its discretion, offer Trial Services that provide limited access to certain aspects of the Services for evaluation purposes.
(b) Trial Services are subject to the following conditions:
(i) Limited to a maximum period of 90 days from commencement
(ii) Available only to new customers evaluating Platformers’ Services
(iii) Do not include a Base Platform License or Service Package commitment
(iv) May be terminated by Platformers at any time without notice
(v) Provide access to a limited subset of features as determined by Platformers
(c) Upon expiration of the Trial Period, the Customer must either:
(i) Convert to a paid Service Package by signing a Sales Proposal
(ii) Complete proper Exit Procedures as outlined in clause 6.3
(iii) Cease all use of the Services
(d) Continued use of any Services after the Trial Period without signing a Sales Proposal constitutes acceptance of Premium Transition Rates as defined in these Standard Terms.
(e) Trial Services do not include any Service Level commitments, and no Service Level penalties or remedies apply during the Trial Period.
(f) Platformers provides no warranty regarding the availability, performance, or functionality of Trial Services.
(g) Trial users specifically acknowledge and agree that:
(i) Trial access is for evaluation purposes only
(ii) Sharing trial system access, screenshots, configurations, or methodologies with competing vendors is strictly prohibited
(iii) Using trial information for competitive system development constitutes material breach and IP infringement
(iv) Trial access creates no rights to recreate, reverse-engineer, or develop derivative systems

3. Term, Renewal, and Termination
3.1 Term and Commencement
(a) This Agreement commences on the Commencement Date and continues for the Term unless terminated earlier in accordance with this Agreement.
(b) The initial Term shall be as specified in the Sales Proposal, but if no specific Term is identified, the Term shall be twelve (12) months from the Commencement Date.
(c) For clarity, any use of Non-Standard Services, ad-hoc support requests, or other engagement with Platformers® after the expiration of the Term constitutes acceptance of Premium Transition Rates and the continuation of all terms and conditions of this Agreement until proper Exit Procedures are completed.
3.2 Renewal
(a) Prior to the expiration of the Term, Platformers® will notify the Customer of the upcoming renewal date and current pricing for the subsequent term.
(b) Unless the Customer provides written notice of non-renewal at least 90 days prior to the expiration of the then-current Term, this Agreement will automatically renew for an additional 12-month term at Platformers®’ then-current annual rates.
(c) If the Customer provides notice of non-renewal less than 90 days prior to the expiration of the Term, the Agreement will not automatically renew, but the Customer must complete the Exit Procedures outlined in clause 6.3.
(d) Until such Exit Procedures are completed:
(i) Premium Transition Rates will apply;
(ii) All terms of this Agreement continue to apply;
(iii) Platformers® may continue to bill the Customer at Premium Transition Rates.
(e) For prepaid options, the Customer commits to a minimum number of users as specified in the Sales Proposal for the entire Term.
(f) If the Customer adds users beyond the minimum committed number:
(i) Additional users will be billed on a pro-rata basis for the remainder of the Term
(ii) Once added, users cannot be reduced below the greater of the initial committed number or the highest number utilised during the Term without payment of applicable fees
(iii) Fees for additional users will be at the rates specified in the Sales Proposal or Platformers®’ then-current rates if not specified
3.3 Early Termination by Customer
(a) The Customer may terminate this Agreement prior to the end of the Term by providing written notice to Platformers® and paying the applicable Early Termination Fees.
(b) Early Termination Fees are calculated as follows:
(i) Base Platform License fee: 100% of the remaining base platform license fees for the unexpired portion of the Term.
(ii) User License fees: 90% of the average monthly user license fees (calculated based on the three-month average immediately preceding termination notice) multiplied by the number of months remaining in the Term.
(iii) Service Package Fees: 75% of the monthly service package fees multiplied by the number of months remaining in the Term.
(iv) Third-Party Vendor Commitments: 100% of any unrecoverable costs imposed on Platformers® by third-party vendors due to the early termination.
(v) For terminations within the first six months of the Term, any discounted or waived implementation and configuration fees become immediately due in full.
3.4 Termination for Cause
Either party may terminate this Agreement immediately upon written notice to the other party if:
(a) that party breaches any material obligation under this Agreement which is capable of remedy, and does not remedy that breach within 30 days of receipt of a notice specifying the breach and requiring it to be remedied;
(b) a party commits a breach of this Agreement which is incapable of remedy;
(c) a party does anything that materially damages or is likely to materially damage the brand or reputation of the other party;
(d) a party or any of its Personnel commit any act of fraud or dishonesty in relation to this Agreement; or
(e) an Insolvency Event occurs in relation to a party.
3.5 Force Majeure
(a) Delay in or failure of performance by a party does not constitute a breach of this Agreement if and to the extent that the delay or failure is caused by a Force Majeure, provided the party claiming Force Majeure:
(i) gives prompt notice to the other party detailing the Force Majeure and its anticipated impact;
(ii) continues to perform all unaffected obligations;
(iii) uses best endeavours to overcome the effects of the Force Majeure.
(b) If a delay caused by Force Majeure continues for more than 30 days, either party may terminate this Agreement by giving 14 days written notice to the other party
3.6 User Management vs. Termination
(a) The Customer may delete or remove users through platform administrative functions, but such actions:
(i) Do not constitute proper termination of services
(ii) Do not relieve the Customer of any payment obligations
(iii) Do not affect the Base Platform License fees
(b) If the Customer deletes all users without following proper termination procedures:
(i) Their data will remain stored on Platformers’ systems
(ii) The full Agreement remains in effect
(iii) The Customer remains responsible for all fees through the Term

4. Fees and Payment
4.1 Fee Structure
(a) The Customer shall pay the Fees as specified in the Sales Proposal or as adjusted in accordance with this Agreement. The Sales Proposal takes precedence in determining the applicable Fees, including any volume discounts or special pricing arrangements.
(b) Fees may include:
(i) Base Platform License fees (which may be implemented as site license fees, admin user fees, or other access fees)
(ii) User License fees (based on user type and quantity)
(iii) Service Package fees
(iv) Additional services as agreed in the Sales Proposal or requested by the Customer
(c) Fees are inclusive of all costs and expenses incurred by Platformers® in the performance of this Agreement, unless otherwise specified.
(d) Any discounts applied to Fees in the Sales Proposal are conditional upon the Customer’s compliance with all terms of this Agreement, including completing proper Exit Procedures upon termination.
4.2 User Allocation Flexibility
(a) The Customer may adjust their user allocation on a monthly basis by providing notice to Platformers® or using the Hub.
(b) User allocation adjustments will be reflected in the subsequent month’s invoice.
(c) Minimum charges may apply as specified in the applicable Fee Schedule.
(d) Regardless of user allocation adjustments, the Customer commits to the full annual term.
(e) The annual Base Platform License fee remains payable even if user count is reduced to zero.
4.3 Invoicing
(a) Platformers® may invoice the Customer for the Fees:
(i) upon achievement of the milestones as agreed upon in writing or through approved entries made via Licensed Software; or
(ii) at the intervals agreed upon in writing or as specified in the Sales Proposal.
(b) An invoice is correctly rendered if:
(i) the amount claimed corresponds to the services delivered and agreed upon;
(ii) it is accompanied by verifying documentation, if required by the Customer;
(iii) Platformers® has complied with its obligations under this Agreement as at the date of the invoice; and
(iv) the invoice is a Tax Invoice in the proper form for the purposes of GST.
4.4 Payment Terms
(a) The Customer will pay any correctly rendered undisputed invoice within 7 days from the date of receipt of that invoice.
(b) If the Customer disputes the amount of any invoice, the Customer may withhold payment of the disputed portion until the dispute is resolved, but must pay all undisputed amounts within the required timeframe.
(c) Platformers® must continue to perform its obligations under this Agreement while any payment dispute is being resolved.
4.5 Fee Adjustments
(a) Platformers may adjust the Fees due to changes in market conditions, vendor price adjustments, or exchange rate fluctuations by providing the Customer with written notice at least thirty (30) days prior to the effective date of the new Fees.
(b) The adjusted Fees will be deemed accepted by the Customer upon notification. If the Customer chooses not to accept the adjusted Fees, they may terminate this Agreement in accordance with clause 3.3.
4.6 Non-Standard Services
(a) Non-Standard Services will be charged according to:
(i) Rates specified in the Sales Proposal, if applicable; or
(ii) Platformers®’ standard professional services rates in effect at the time the services are provided; or
(iii) As quoted in writing for specific complex requests.
(b) The Customer explicitly authorises Platformers® to charge for Non-Standard Services without requiring a separate written agreement for each instance, provided that the service was requested by an authorised representative of the Customer.
(c) Non-Standard Services are distinct from and supplementary to the standard Services provided under this Agreement. The Customer’s purchase or request for Non-Standard Services does not alter, replace, or terminate their obligations regarding standard Services unless explicitly agreed in writing by Platformers®.
4.7 Post-Termination Fees and Enforcement
(a) If the Customer continues to access or use Services after expiration or purported termination without completing proper Exit Procedures, Premium Transition Rates will apply.
(b) Premium Transition Rates will be documented in a Premium Transition Notice provided to the Customer.
(c) The Customer explicitly authorises such continued billing by:
(i) Continued use of the Services after expiration;
(ii) Failure to complete proper Exit Procedures;
(iii) Maintaining data within Platformers®’ systems.
(d) The Customer acknowledges that Platformers® may enforce payment obligations through:
(i) Continued invoicing at Premium Transition Rates
(ii) Pursuit of unpaid invoices through debt collection services
(iii) Reporting of payment defaults to credit reporting agencies
(iv) Legal proceedings in appropriate tribunals or courts
(e) All costs associated with the enforcement of payment obligations, including but not limited to legal costs, collection agency fees, and administrative costs will be added to the Customer’s liability.
(f) The Customer waives any right to dispute the validity of charges applied in accordance with this clause where the Customer has failed to complete proper Exit Procedures.
4.8 GST
The Fees are inclusive of all Taxes other than GST. If any supply under this Agreement is a Taxable Supply, then the party making the supply may recover the amount of GST payable on that Taxable Supply, subject to the issue of a valid Tax Invoice.
4.9 Post-Agreement IP Usage Fees
Where a Customer continues to use Platformers®, Vertical Matters®, or any Vendor IP after agreement termination without completing proper Exit Procedures, monthly IP usage fees calculated at published commercial rates will apply until:
(a) Verified cessation of all IP usage is confirmed; or
(b) Formal licensing arrangements are established; or
(c) Proper Exit Procedures are completed in accordance with clause 6.3
Payment of usage fees does not constitute authorisation for continued use. All intellectual property rights and claims remain reserved.

5. Intellectual Property and Confidentiality
5.1 Intellectual Property Protection Framework
(a) The Customer acknowledges Platformers® comprehensive three-tier intellectual property protection:
(i) Protected Methodology: The system methodology and approach, including workflow structures and process designs
(ii) Implementation Framework: The technical architecture, database structures, integration methods and overall system design
(iii) Specific Implementations: The forms, templates, configurations and customisations implemented through the Services
(b) Each tier is independently protected and prohibition on unauthorised use extends to all three tiers.
5.2 Licence to Use Software
(a) All Intellectual Property Rights in the Licensed Software remain vested in Platformers® or its licensors.
(b) Platformers® grants to the Customer a non-exclusive license to:
(i) Use the Licensed Software during the Term for the business purposes of the Customer; and
(ii) Make copies of the Licensed Software as necessary for backup and security purposes.
(c) The Customer acknowledges that it has no right, title, or interest in the Licensed Software except as set out in this clause.
5.3 Pre-Existing Materials
(a) Each party retains ownership of Pre-Existing IPR and nothing in this Agreement transfers ownership or any Intellectual Property Rights in Pre-Existing IPR of a party to the other party. No change in ownership of the Intellectual Property Rights in any Pre-Existing Materials of either party is affected by this Agreement.
(b) The Customer grants to Platformers® a non-exclusive, non-transferrable, royalty-free license for the Term to use the Customer’s Pre-Existing Materials only to the extent required to provide the Software and Services to the Customer, without the right to grant a further sub-license.
5.4 Restrictions on Use
The Customer must not:
(a) sell, lease, transfer, assign, sub-license, or otherwise part with possession of any Licensed Software;
(b) attempt to disassemble, decompile, or otherwise reverse engineer any Licensed Software, except as permitted under the Copyright Act 1968 (Cth); or
(c) remove, obliterate, or alter any proprietary notice on any Licensed Software.
5.5 Customer Data and Implementation Format
(a) Customer Data Input is distinguished from Implementation Format:
(i) Customer Data Input: The specific text, values, selections, or information entered by the Customer’s users into the system, which remains Customer property
(ii) Implementation Format: The structure, layout, logic, workflow, formatting, field arrangements, validations, relationships, integrations, and technical implementation of any form, template, or process, which remains Platformers® property
(b) The Customer’s rights are strictly limited to:
(i) Extracting their own textual data inputs
(ii) Creating new materials independently without reference to Platformers® implementations
(iii) Using general concepts not specific to Platformers® implementations
(c) All exports, reports, PDFs, and data extracts contain both Customer Data Input and Implementation Format. Customer’s license to use exports is limited to internal business purposes only and specifically excludes sharing with software vendors or service providers for competitive development purposes.
5.6 Database Ownership and Licensing
(a) All databases created or configured within any Licensed Software or Vendor Platform remain the property of Platformers® and its Vendors.
(b) The Customer’s license extends only to accessing and using the database through authorised methods during the Term.
(c) Any database transfer between accounts or to another reseller constitutes a material breach of this Agreement.
5.7 Website Ownership and Rental
(a) Any website developed by Platformers® remains the exclusive property of Platformers®.
(b) Platformers® grants the Customer a limited license to use the Website during the Website Rental Period.
(c) The Customer retains ownership of original content provided by the Customer.
(d) Upon termination of the Website Rental Agreement, the Customer may request export of their original content in standard formats.
5.8 Post-Termination IP Obligations
(a) Upon termination or expiration of this Agreement, the Customer must immediately cease all access and use of Platformers® intellectual property.
(b) The Customer is not permitted to:
(i) Migrate any Platformers® intellectual property to another database or software
(ii) Make copies of or adaptations of any files or documents containing Platformers® copyright
(iii) Create derivative works based on Platformers® intellectual property
(iv) Reproduce the functionality, structure, organisation, or approach of Platformers® systems
(c) For a period of 24 months following termination, Platformers® reserves the right to conduct reasonable audits to verify compliance with post-termination intellectual property obligations.
5.9 Confidentiality
(a) Each party must keep confidential all Confidential Information of the other party.
(b) A party may disclose Confidential Information:
(i) as permitted under this Agreement;
(ii) with the prior written consent of the Discloser;
(iii) on a confidential, “needs to know” basis, to the Recipient’s officers, agents, professional advisers, auditors, employees, contractors, sub-contractors and insurers;
(iv) where compelled to do so by Law, provided that it gives the other party written notice prior to disclosure.
(c) The Recipient must only use the Confidential Information for the purpose for which it was disclosed and in connection with this Agreement.
(d) The Recipient must maintain effective security measures to protect all Confidential Information from unauthorised access, use, copying, or disclosure.
5.10 Privacy
(a) Platformers® must ensure that Personal Information is protected against loss and against unauthorised access, use, modification, disclosure, or other misuse.
(b) Platformers® must:
(i) not use Personal Information other than for the purpose of performing its obligations under this Agreement;
(ii) not disclose Personal Information without the prior written consent of the Customer, unless required by Law;
(iii) ensure that access to Personal Information is restricted to Personnel who require access to perform their duties;
(iv) comply with all applicable privacy laws and the Australian Privacy Principles.
5.11 Data Usage, Recordings, and AI Training
(a) The Customer acknowledges that Platformers® may collect and use data related to the Customer’s use of the Software and Services for the following purposes:
(i) Improving and enhancing the Software and Services;
(ii) Developing new features and functionalities;
(iii) Technical troubleshooting and customer support.
(iv) Training and improving artificial intelligence and machine learning models.
(b) When using data for these purposes, Platformers® will implement appropriate safeguards to protect confidential business information.
(i) Remove or anonymise personally identifiable information to the extent commercially reasonable;
(ii) Maintain appropriate security measures to protect confidential business information;
(iii) Restrict access to raw customer data to authorised Platformers® personnel only.
c) Unless the Customer explicitly opts out in writing, the Customer agrees that Platformers® may record, store, and use video, audio, and screen captures from interactions for:
(i) Training of Platformers® staff and AI systems;
(ii) Creation of marketing and promotional materials;
(iii) Development of case studies and success stories;
(iv) Creation of educational content and training materials.
(d) Platformers® will make reasonable efforts to:
(i) Notify participants when a meeting or call is being recorded;
(ii) Remove clearly sensitive or confidential information from any publicly used materials;
(iii) Respond to reasonable requests to remove specific content from published materials.
(e) The Customer represents and warrants that it has obtained all necessary consents from its own Personnel and third parties whose information may be processed through the Services for the uses described in this section.

6. Post-Agreement Processes
6.1 Usage Verification and Continued Access
(a) The Customer acknowledges that after expiration or purported termination of this Agreement, if any of the following conditions exist:
(i) The Customer continues to access or use any Licensed Software or Services;
(ii) The Customer’s data remains stored in Platformers®’ systems;
(iii) The Customer has not completed proper Exit Procedures;
Then Platformers® is authorised to continue billing the Customer at Premium Transition Rates.
(b) The Customer may verify non-usage by:
(i) Cooperating with a termination audit conducted by Platformers®;
(ii) Demonstrating replacement systems that do not infringe on Platformers®’ intellectual property;
(iii) Providing a sworn statement from an authorised executive.
(c) Technical Audit Costs:
(i) Customer is responsible for all reasonable costs associated with technical audits
(ii) If audit confirms unauthorised IP usage, Customer pays all audit costs
(iii) If audit confirms complete cessation, Platformers® pays audit costs
(iv) Audit costs include reasonable professional fees for technical review, documentation analysis, and verification reporting by qualified auditors
6.2 ComplianceVault Option
(a) Upon termination or expiration of this Agreement, the Customer may elect to purchase ComplianceVault services to maintain read-only access to historical data.
(b) ComplianceVault services are provided on the following terms:
(i) The Customer must request ComplianceVault services before completing the Exit Procedures
(ii) ComplianceVault Fees must be paid in advance
(iii) Access is limited to read-only historical data; no new data can be added
(iv) All terms regarding intellectual property protection continue to apply
6.3 Exit Procedures
(a) Upon notice of non-renewal or termination, Platformers® will provide the Customer with an Exit Acceptance detailing the specific procedures for:
(i) Deactivation and disconnection of accounts
(ii) Data handling and final retrieval procedures
(iii) Intellectual property protection requirements
(iv) Final invoicing and payment terms
(b) The Customer’s authorised representative must sign and return the Exit Acceptance prior to the agreed termination date.
(c) Failure to complete the exit procedures may result in:
(i) Delays in account deactivation
(ii) Continued billing at Premium Transition Rates
(iii) Potential limitations on future service availability
(iv) Recovery of any previously discounted fees, including site license fees or other Base Platform License fees
(d) If the Customer completes proper Exit Procedures, Customer Data will be handled as specified in the Exit Acceptance.
(e) If the Customer fails to complete proper Exit Procedures, Platformers® will retain Customer Data for 90 days after the last billable activity, after which all Customer Data may be deleted without further notice.
(f) The Customer acknowledges that any discounts, including site license discounts, prepayment discounts, or waived fees, were provided in consideration of the Customer’s commitment to the full Term and proper completion of Exit Procedures. These discounts represent significant value that Platformers® has provided upfront based on the expectation of the full-term relationship. Platformers® reserves the right to invoice the Customer for the full undiscounted value of such items if Exit Procedures are not properly completed. This includes, but is not limited to, recovery of:
(i) Prepayment discounts
(ii) Waived implementation or setup fees
(iii) Promotional service package upgrades
(iv) Training credit allowances
(v) Volume discounts
Platformers® reserves the right to invoice the Customer for the full undiscounted value of such items within 90 days of determining non-compliance with Exit Procedures.
6.4 Evidence Preservation
The Customer agrees to preserve, for a period of at least 24 months following termination or expiration, all evidence necessary to demonstrate compliance with post-termination intellectual property obligations, including:
(a) Screenshots or documentation of replacement systems
(b) Copies of forms, templates, or procedures implemented after termination
(c) Records of engagements with third-party service providers

7. Warranties and Liability
7.1 Platformers® Warranties
Platformers® warrants that:
(a) The Licensed Software and Deliverables will:
(i) be free from material defects in design, materials, and workmanship;
(ii) comply with their Specifications and meet the requirements of this Agreement;
(iii) be fit for the purpose for which they are supplied;
(b) all Services will:
(i) be performed with due care and skill in a professional manner;
(ii) be performed by suitably qualified and experienced Personnel;
(iii) meet or exceed the Service Levels;
(c) the supply of any Licensed Software, Services, and Deliverables does not and will not:
(i) contravene any Laws; and
(ii) infringe the rights of a third party (including any Intellectual Property Rights).
(d) Where Software limitations prevent meeting Customer specifications, or where Platformers® determines specifications are not appropriate, a mutually agreed scope document shall define deliverable parameters. In the absence of Customer specifications, Platformers® standard procedures and scope documents shall be determinative of service parameters.
7.2 Warranty Limitations
The Customer acknowledges that:
(a) Licensed Software may include Third-Party Programs. Platformers® is not liable for any damages arising from the Customer’s use of Third-Party Programs.
(b) Platformers® does not warrant that:
(i) the Services will meet all of the Customer’s requirements;
(ii) the use of the Services will be error-free or uninterrupted;
(iii) all defects and errors will be corrected.
(c) While Platformers® will take reasonable measures to keep data secure, no method of transmission over the Internet and storage of data is 100% secure.
7.3 Indemnity
Each party indemnifies the other party from and against any Claim arising out of or in connection with:
(a) any breach of this Agreement by the indemnifying party;
(b) the death or personal injury of any person caused by the indemnifying party;
(c) loss of, or damage to, any property caused by the indemnifying party;
(d) any breach of Law by the indemnifying party;
(e) any infringement of a third party’s rights caused by the indemnifying party;
(f) any act of fraud, dishonesty, or willful misconduct by the indemnifying party.
7.4 Special Indemnity for Prohibited Transitions
The Customer indemnifies Platformers® from and against any Claim arising out of or in connection with:
(a) Any Prohibited Transition to another reseller or implementation partner
(b) Any attempt to reproduce Platformers® intellectual property through another service provider
(c) Any migration of Platformers® forms, templates, or methodologies to another service provider
7.5 Limitation of Liability
(a) Neither party will be liable to the other party for any Consequential Loss.
(b) To the maximum extent permitted by Law, a party’s maximum aggregate liability arising out of or in connection with this Agreement is limited to the total amount of the Fees paid and payable under this Agreement.

8. General Provisions
8.1 Dispute Resolution
(a) Neither party will commence court proceedings in connection with a dispute unless it has first attempted to resolve the dispute in accordance with this clause.
(b) The parties will attempt to resolve any dispute as follows:
(i) either party may notify the other party of the dispute and the parties must meet within 5 Business Days to discuss and attempt to resolve the dispute;
(ii) failing resolution within 10 Business Days, the parties may agree to refer the dispute for mediation.
(c) The parties must continue to perform their obligations under this Agreement while any dispute is being resolved.
8.2 Notices
(a) Any notice relating to this Agreement must be in writing in English and must be given to the other party’s contract representative.
(b) A notice is given:
(i) if sent by email, on the next Business Day after being sent unless the sender receives an automated message that the email has not been delivered.
(c) If a notice is given after 5:00pm Melbourne time or on a non-Business Day, it is taken as having been given on the next Business Day.
8.3 Assignment
(a) Neither party may assign or transfer this Agreement without the prior written consent of the other party, which shall not be unreasonably withheld.
(b) This Agreement shall be binding upon the successors, representatives, and permitted assignees of the parties.
8.4 Relationship of Parties
Nothing in this Agreement gives rise to any relationship of agency, partnership, employment, or otherwise between the parties.
8.5 Entire Agreement
This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements or understandings between the parties in connection with the subject matter.
8.6 Variation
No variation of this Agreement is effective unless made in writing and signed by each party.
8.7 Waiver
No waiver of a right or remedy under this Agreement is effective unless it is in writing and signed by the party granting it.
8.8 Severability
If any provision of this Agreement is invalid, illegal, or unenforceable, that provision must be severed and the remaining provisions continue in full force and effect.
8.9 Governing Law
This Agreement is governed by the laws of Victoria and each party submits to the exclusive jurisdiction of the courts of Victoria.
8.10 Counterparts
This document may consist of a number of counterparts and, if so, the counterparts taken together constitute one document.
8.11 Survival
Clauses 5 (Intellectual Property and Confidentiality), 6.4 (Evidence Preservation), 7.3 (Indemnity), 7.4 (Special Indemnity), 7.5 (Limitation of Liability), 8.1 (Dispute Resolution), and 8.9 (Governing Law) continue after termination or expiry of this Agreement.
8.12 Updates to Standard Terms
Platformers® reserves the right to update these Standard Terms from time to time. The most current version will be available at www.platformers.com.au/standard-terms. The Customer is responsible for periodically reviewing the Standard Terms. Continued use of Services after updates constitutes acceptance of the revised Standard Terms.