Customer Terms

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1. About these terms

1.1 These Customer Terms are a binding agreement between [BaseLeap legal entity name] (ACN [000 000 000], ABN [00 000 000 000]) (BaseLeap, we, us) and the business or organisation that signs up for, or uses, the BaseLeap platform (Customer, you).

1.2 You accept these terms when you tick the box or click to accept them at sign-up, when you sign an Order Form that refers to them, or when you first use the Service, whichever happens first. If you accept for a business, you confirm you are authorised to bind that business.

1.3 The Service is supplied for business purposes only. By accepting these terms you confirm you are acquiring the Service for the purposes of a business and not as a consumer for personal, domestic or household use.

1.4 The documents that make up our agreement are, in this order of priority if they conflict: any Order Form we both sign; these Customer Terms; and our Privacy Policy and any policy these terms refer to. Our Website Terms of Use govern the public website only and do not form part of this agreement.

2. Definitions

Authorised User means an individual you allow to access the Service under your account, including your employees, contractors and, where you enable it, your own clients through the client portal.

Customer Data means all data, files and content that you or your Authorised Users enter into, upload to or create in the Service, including personal information about your staff, workers, candidates, clients and contacts.

Fees means the fees for the Service and any Professional Services set out in an Order Form or, if there is none, on our pricing page when you subscribe.

Order Form means a quote, order or online checkout that you accept, setting out the solutions, licences, term and Fees.

Professional Services means enablement, configuration, data migration, training, managed administration and any other services we perform for you, other than the Service itself.

Service means the BaseLeap software as a service, including the web application, the field app, the client portal, related APIs and integrations, and their documentation, as updated from time to time.

Subscription Term means the period for which you have paid or agreed to pay for the Service.

3. Accounts and users

3.1 You must give us accurate account information and keep it current.

3.2 You are responsible for your account and for everything done under it, including the acts and omissions of your Authorised Users as if they were your own. You must make sure your Authorised Users comply with these terms.

3.3 Each licence is for one named Authorised User and may not be shared. You may reassign a licence when a person leaves or changes role.

3.4 You must keep log-in details confidential, use the security features we make available (including multi-factor authentication where offered), and tell us promptly if you suspect unauthorised access. We are not responsible for loss caused by unauthorised use of your credentials, except to the extent it is caused by our breach of these terms.

3.5 Your administrators control who has access, what roles and permissions they hold, and which records they can see. Configuring those settings correctly is your responsibility.

4. Free trials

4.1 We may offer a free trial of the Service or of a particular solution. A trial lasts for the period shown when it starts, and we may change or end a trial at any time.

4.2 Trials are provided as is, without any warranty, support commitment or service level, and to the maximum extent permitted by law we have no liability to you in connection with a trial.

4.3 When a trial ends without a paid subscription, access may become read only or be suspended. We will keep trial Customer Data for at least [30] days after the trial ends and may then delete it.

5. Using the Service

5.1 Subject to these terms and payment of the Fees, we grant you a non-exclusive, non-transferable right during the Subscription Term for your Authorised Users to access and use the Service for your internal business purposes.

5.2 You must not, and must not allow anyone else to:

• copy, modify, translate or create derivative works of the Service, or decompile, reverse engineer or attempt to obtain its source code, except to the extent the law does not allow this to be restricted;
• sell, resell, sublicense, rent or provide the Service to anyone other than your Authorised Users, or use it to provide a bureau or outsourced service to third parties;
• access the Service to build a competing product, or copy its features, design or content for that purpose;
• probe, scan or test the vulnerability of the Service, circumvent its security or access controls, or access data belonging to another customer;
• introduce malicious code, or use automated means to access the Service other than through the interfaces we provide;
• use the Service in a way that overloads or impairs it or interferes with other customers' use of it;
• upload or process content that is unlawful, defamatory, infringes anyone's rights, or that you do not have the right to use;
• send unsolicited commercial electronic messages through the Service in breach of the Spam Act 2003 (Cth) or the Unsolicited Electronic Messages Act 2007 (NZ); or
• use the Service for any unlawful purpose or in breach of any law, including privacy, workplace, discrimination and consumer laws.

5.3 We may set reasonable limits on storage, custom fields, automation runs, email volume and API use. Limits for your plan are shown in the Service or your Order Form. If you exceed them we may ask you to reduce your use or move to a higher plan.

6. Your data

6.1 As between you and us, you own your Customer Data. You grant us a non-exclusive, worldwide, royalty-free licence to host, copy, process, transmit and display Customer Data as needed to provide, secure, support and improve the Service and to perform our obligations under these terms.

6.2 We may create de-identified and aggregated data from your use of the Service (for example, usage statistics and performance metrics) and use it for any lawful purpose, provided it does not identify you, your Authorised Users or any individual.

6.3 We do not use Customer Data to train artificial intelligence models that are made available to anyone other than you.

6.4 You are solely responsible for your Customer Data, including its accuracy, quality and legality, and for having every right, notice and consent needed to collect it and to let us process it under these terms. This includes sensitive information you choose to record, such as health and medical information, injury and incident details, drug and alcohol results, criminal history checks and right to work information.

6.5 We take regular backups of the Service for our own disaster recovery purposes. They are not a substitute for your own records. You can export your Customer Data at any time while you have access, and you are responsible for keeping any copies you need.

6.6 We may access Customer Data only to provide the Service and Professional Services, to give you support (including viewing your account as one of your users when you ask us to help), to keep the Service secure, to comply with law, or as you otherwise instruct.

7. Privacy and data protection

7.1 Each of us must comply with the Privacy Act 1988 (Cth) and the Australian Privacy Principles, and the Privacy Act 2020 (NZ) and its Information Privacy Principles, to the extent they apply to it.

7.2 For personal information in Customer Data, you decide why and how it is collected, and we handle it on your behalf to provide the Service. We will:

• use and disclose it only to provide the Service and Professional Services, as these terms allow, or as required by law;
• take reasonable steps to protect it from misuse, interference, loss and unauthorised access, modification or disclosure;
• tell you without undue delay after becoming aware of a data breach affecting it, and give you reasonable help to assess it and meet any notification obligations you have; and
• give you reasonable help to respond to a request from an individual to access or correct their information.

7.3 Customer Data is hosted primarily in Australia. Some of our service providers, such as email delivery, application hosting and mapping services, may process limited data in other countries, including the United States. Our current service providers are listed in our Privacy Policy. You consent to this processing, and we will take reasonable steps to make sure those providers protect the data to a standard consistent with these terms.

7.4 You must give individuals any collection notice required by law (including a notice that their information is held in a system provided by a service provider) and obtain any consent required, including for sensitive information.

7.5 Our own handling of personal information, such as information about your Authorised Users as account holders, is described in our Privacy Policy.

8. Third-party services, integrations and AI

8.1 The Service may let you connect to or use third-party products and services, such as email, mapping, e-signature, web forms, webhooks and AI assistants that connect through our MCP server. Your use of a third-party service is governed by that provider's terms, and you choose whether to enable it.

8.2 When you enable an integration you authorise us to exchange Customer Data with that provider as the integration requires. We are not responsible for any third-party service, its availability, or what it does with data you share with it.

8.3 Outputs generated by automated or AI features, including summaries, suggestions, search results and answers, may be inaccurate or incomplete. You must review them before relying on them, and you are responsible for decisions you make using them.

9. The Service is a tool; decisions remain yours

9.1 The Service helps you record, organise and automate your business information. It does not provide legal, workplace health and safety, employment, payroll, award interpretation, tax, accounting, engineering or other professional advice, and it does not make decisions for you.

9.2 You remain responsible for your legal and regulatory obligations and for the decisions you make, including:

• workplace health and safety, including incident reporting, notifications to regulators, investigations and corrective actions;
• whether a worker holds the tickets, licences, inductions and certifications required for a task or site;
• the maintenance, inspection, servicing and certification of plant and equipment, and whether an item is safe to use or hire;
• pay rates, awards, enterprise agreements, timesheets, leave, superannuation (or KiwiSaver) and other employment entitlements;
• the accuracy of quotes, invoices, purchase orders, rate cards, taxes and GST; and
• the configuration of fields, rules, workflows, approvals, reminders and permissions, including configuration we carry out at your request.

9.3 Reminders, alerts, checklists, compliance matrices, validation rules and automated workflows are aids. They depend on the data and settings you provide and may not run, or may run late, for reasons such as connectivity, configuration, delivery failures by email providers or third-party outages. You must not rely on them as your only control for a safety-critical or legally required task.

9.4 The field app can work offline and synchronises when a connection is available. Information captured offline is not saved to the Service until it has synchronised, and may be lost if a device is lost, damaged or reset before then.

10. Professional Services

10.1 We will perform Professional Services described in an Order Form with reasonable care and skill. Estimates of time and effort are estimates only.

10.2 You must give us timely access to the people, information, data and decisions we reasonably need. We are not responsible for delay or extra cost caused by your failure to do so, and we may charge for additional time it causes at our then current rates.

10.3 You are responsible for reviewing and testing any configuration, data load or change we make before relying on it, and for confirming that it meets your requirements.

10.4 Unless an Order Form says otherwise, managed administration covers reasonable configuration requests within the monthly allocation in your plan. Work beyond the allocation, custom development and integrations are quoted separately.

11. Support and availability

11.1 We will use reasonable efforts to make the Service available and to provide support during business hours in [Perth, Western Australia], excluding public holidays. Unless an Order Form includes a service level, we do not guarantee any particular availability, response time or resolution time.

11.2 The Service may be unavailable during planned maintenance, which we will try to schedule outside business hours, and during events outside our reasonable control.

11.3 We may change, add or remove features of the Service from time to time. We will not materially reduce the core functionality of a solution you have paid for during its current Subscription Term. If we do, you may end the affected subscription by notice and receive a pro rata refund of prepaid Fees for the remainder of that term.

12. Fees and payment

12.1 You must pay the Fees in advance for each billing period, by the payment method and within the time stated in the Order Form or invoice, or within [14] days of the invoice date if none is stated.

12.2 Fees are per Authorised User licence, per solution and per billing period unless the Order Form says otherwise. Adding licences or solutions during a billing period may be charged pro rata.

12.3 Fees exclude GST unless stated otherwise. You must pay any GST and other taxes on the supply in addition to the Fees, and we will issue a valid tax invoice.

12.4 We may change our Fees by giving you at least 30 days' notice. The change takes effect from your next billing period or renewal. If you do not agree to the change, you may end your subscription before it takes effect.

12.5 If any amount is overdue, we may, after giving you at least 7 days' notice, suspend access until it is paid, and charge reasonable costs of recovering it.

12.6 Except as required by law or as these terms expressly provide, Fees are non-refundable, including for licences that are unused or for a partial billing period.

13. Intellectual property

13.1 We and our licensors own all intellectual property rights in the Service, its software, design, documentation, templates and any improvements to them, including improvements made while providing Professional Services, but excluding your Customer Data. Nothing in these terms transfers those rights to you.

13.2 If you give us feedback or suggestions, we may use them without restriction or obligation to you.

14. Confidentiality

14.1 Each party must keep confidential the other party's non-public information that it receives in connection with these terms, and use it only to perform its obligations or exercise its rights under them.

14.2 This does not apply to information that is or becomes public other than through a breach of these terms, that the receiving party already lawfully had or independently developed, or that must be disclosed by law or a stock exchange, provided the disclosing party is notified where lawful.

15. Warranties and consumer law

15.1 Each party warrants that it has the power and authority to enter into these terms.

15.2 Except as expressly set out in these terms, and to the maximum extent permitted by law, the Service and Professional Services are provided without any warranty, representation, guarantee or condition, whether express or implied, including as to merchantability, fitness for a particular purpose, accuracy, or uninterrupted or error-free operation.

15.3 Australia. Nothing in these terms excludes, restricts or modifies any right or remedy, or any guarantee, warranty or other term or condition, implied or imposed by the Competition and Consumer Act 2010 (Cth), including the Australian Consumer Law, that cannot lawfully be excluded, restricted or modified. Where the Service or Professional Services are not of a kind ordinarily acquired for personal, domestic or household use, our liability for failure to comply with a consumer guarantee is limited, at our option, to supplying the services again or paying the cost of having them supplied again.

15.4 New Zealand. If you are in New Zealand, you agree that you are acquiring the Service in trade and that, to the maximum extent permitted by law, the Consumer Guarantees Act 1993 does not apply, and sections 9, 12A, 13 and 14(1) of the Fair Trading Act 1986 do not apply, and that it is fair and reasonable for the parties to be bound by this clause.

16. Limitation of liability

16.1 To the maximum extent permitted by law, neither party is liable to the other, however arising (including in negligence), for any:

• loss of profit, revenue, savings, business, contract, goodwill or opportunity;
• loss or corruption of data, except our liability to restore Customer Data from our most recent available backup where the loss was caused by our breach;
• business interruption, or the cost of procuring substitute goods or services; or
• indirect, consequential, special or punitive loss or damage,

whether or not the loss was foreseeable or the party was told of its possibility.

16.2 To the maximum extent permitted by law, each party's total aggregate liability arising out of or in connection with these terms, however arising (including in negligence), is limited to the Fees paid and payable by you to us under these terms in the 12 months before the event giving rise to the most recent claim, or [$100] if no Fees have been paid or are payable.

16.3 Clauses 16.1 and 16.2 do not limit your obligation to pay the Fees, your liability under clause 17, or a party's liability for fraud, wilful misconduct, or infringement or misappropriation of the other party's intellectual property rights.

16.4 A party's liability is reduced to the extent the loss was caused or contributed to by the other party, its personnel or (in your case) your Authorised Users, including by an act or omission in breach of these terms, by inaccurate or incomplete data, or by configuration chosen by that other party.

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

17. Your indemnity

17.1 You indemnify us, our related bodies corporate and our and their officers, employees and contractors against any loss, damage, liability, cost (including reasonable legal costs) and expense arising from a claim by a third party (including a regulator, or one of your workers, clients or contacts) to the extent it arises from:

• your Customer Data, including your collection, use or disclosure of personal information without the notice, consent or authority required by law;
• use of the Service by you or your Authorised Users in breach of these terms or of any law;
• your dealings with your own workers, candidates, clients, suppliers and contacts, including employment, payroll, workplace health and safety and billing matters; or
• a third-party service you choose to connect to the Service,

except to the extent the loss is caused by our breach of these terms, or by our negligence or wilful misconduct.

17.2 We will tell you promptly about any claim covered by this clause, let you control its defence and settlement (provided you do not admit fault on our behalf without our consent), and give you reasonable help at your cost.

18. Suspension

18.1 We may suspend access to all or part of the Service, for some or all Authorised Users, if we reasonably believe that:

• the security or integrity of the Service or any customer's data is at risk;
• you or an Authorised User has breached clause 5 or used the Service unlawfully;
• an amount is overdue as described in clause 12.5; or
• suspension is required by law or by a court, regulator or law enforcement agency.

18.2 We will give notice before suspending where it is reasonably practicable to do so, limit the suspension to what is reasonably necessary, and restore access promptly once the reason has been resolved.

19. Term and termination

19.1 Unless an Order Form sets a fixed term, your subscription continues from billing period to billing period until either party ends it. You may end it at any time with effect from the end of the current billing period, from the account settings or by notice to us.

19.2 We may end your subscription by giving you at least 60 days' notice. If we do, we will refund any prepaid Fees for the period after it ends.

19.3 Either party may end these terms immediately by notice if the other party breaches them and does not remedy a breach capable of remedy within 14 days of being asked to, or if the other party becomes insolvent, enters administration, liquidation or receivership, or makes an arrangement with its creditors, to the extent the law allows termination for that reason.

19.4 When these terms end, your right to use the Service ends and you must pay any Fees owing up to that date. For [30] days afterwards, on request, we will give you read-only access or a full export of your Customer Data in a standard format. After that period we may permanently delete Customer Data, except copies we must keep by law, and copies in backups, which are overwritten in the ordinary course.

19.5 Clauses that by their nature are intended to survive, including clauses 6, 12, 13, 14, 15, 16, 17, 19 and 21, survive the end of these terms.

20. Changes to these terms

20.1 We may update these terms from time to time. We will give you at least 30 days' notice of a change that is materially adverse to you, by email to your account administrators or a notice in the Service. Other changes take effect when published.

20.2 If you do not agree to a materially adverse change, you may end your subscription by notice before the change takes effect, and we will refund any prepaid Fees for the period after it ends. Otherwise, your continued use of the Service after the change takes effect is acceptance of it.

21. General

21.1 Force majeure. Neither party is liable for delay or failure to perform caused by events outside its reasonable control, including outages of internet, hosting or other third-party providers, cyber attacks that occur despite reasonable security measures, natural disasters, pandemics, industrial action and acts of government. This does not apply to payment obligations.

21.2 Assignment. You may not assign or transfer your rights under these terms without our consent, which we will not unreasonably withhold. We may assign or novate these terms to a related body corporate or to a purchaser of all or part of our business on notice to you.

21.3 Subcontractors. We may use subcontractors and service providers to provide the Service and remain responsible for them under these terms.

21.4 Notices. Notices may be given by email: to us at info@baseleap.io, and to you at the email address of your account owner or administrator. An email notice is received when it enters the recipient's mail server, unless the sender receives a delivery failure.

21.5 Publicity. We may name you as a customer in our customer lists unless you ask us not to. Any other publicity, such as a case study or testimonial, needs your consent.

21.6 Entire agreement. These terms and the documents in clause 1.4 are the entire agreement between us about their subject matter and replace any earlier understanding. Terms in your purchase orders or other documents do not apply.

21.7 Severance. If any part of these terms is void, unenforceable or found to be unfair, it is severed or read down to the extent necessary, and the rest of these terms continue to apply.

21.8 Waiver. A failure or delay in exercising a right is not a waiver of it.

21.9 Relationship. The parties are independent contractors. Nothing in these terms creates a partnership, joint venture, agency or employment relationship.

21.10 Governing law. These terms are governed by the laws of [Western Australia], Australia. Each party submits to the non-exclusive jurisdiction of the courts of that State and the courts that may hear appeals from them. If you are in New Zealand, nothing in this clause prevents a judgment being registered or enforced in New Zealand under the Trans-Tasman Proceedings Act 2010.