Terms and Conditions

These General Terms ("Terms") form part of the agreement between ("Agreement") you (the Customer as described in the information form on the website) and us, the applicable Nathan Digital contracting entity listed in the Jurisdiction Schedule.

Your, including any User, use of our Services and Products is governed by:

• these General Terms of Service & Addenda;
• the Service Specific Terms that apply to the particular product or service you subscribe to;
• our Privacy Policy and related data protection documentation;
• Jurisdiction Schedule; and
• Refund Policy.

Together, these documents form the Agreement between you and us.

The Agreement applies whenever you use the Services and/or Products that we provide to:

• You in your personal capacity as Customer; or
• Your employer or contracting organisation as Customer under Service Specific Terms.

You agree to ensure that all Users using the Services and Products on your behalf comply with the provisions of this Agreement, where applicable. If there is any conflict between these documents, the following order of priority applies:

• the Privacy Policy, Jurisdiction Schedule and Refund Policy;
• Artificial Intelligence Services Addendum;
• the Service Specific Terms; and
• these General Terms.

This Agreement becomes binding when you:

• accept a Proposal;
• create an Account on our Platform;
• click to accept these Terms; or
• access or use any of our services;

whichever occurs first.

By doing so, you confirm that:

• you have read and understood the Agreement; and
• you agree to be bound by it.

If you are accepting these terms on behalf of an organisation that is the Customer, you confirm that you have the authority to bind that organisation to this Agreement.

We provide a range of software products and technology-related services, including, but not limited to:

• Cloud-based applications;
• Enterprise software solutions;
• Implementation, customisation and software development services;
• Consulting services;
• Software-as-a-service solutions; and
• Related tools and resources.

The specific services available to you will depend on the subscription or service package you select.

The detailed terms for each service are set out in the applicable Service Specific Terms.

From time to time, we may offer access to beta, preview, or trial features as set out in the relevant SoW or Order Form.

We may offer free trials of certain Services and Products.

Unless stated otherwise:

• trials are available for a limited period;
• they may be withdrawn at any time; and
• continued use after the trial period may require payment to be confirmed in Service Specific Terms and SoW or Order Form.

Trial access may include limited functionality.

When creating an Account, you must:

• provide accurate and complete information;
• keep your Account details up to date; and
• keep your login credentials secure.

You (the Customer and the User, where applicable) are responsible for all activity that takes place through your Account.

You (the Customer and the User, where applicable) must notify us immediately if you become aware of any unauthorised use of your Account.

Users may use our Services only:

• if they are 18 (eighteen) years or older;
• if they are authorised to do so by the Customer;
• for lawful purposes;
• in accordance with this Agreement and the Specific Service Terms; and
• in compliance with all Applicable Laws, regulations and industry standards.

A User must not:

• use the Services and Products in a way that violates any law or regulation;
• interfere with the operation or security of the Platform;
• attempt to gain unauthorised access to our Systems;
• copy, reverse engineer, or attempt to extract source code from the Software;
• misuse Personal Data in contravention of the Privacy Policy;
• misuse AI capabilities in contravention of the Artificial Intelligence Services Addendum; or
• use the Services and Products in a manner that could harm us, our Platform, or other Users.

Additional restrictions may be set out in the relevant Service Specific Terms.

Please refer to the Artificial Intelligence Services Addendum.

You may not use our Services and Products to:

• send unsolicited communications or spam;
• distribute malicious software; or
• engage in fraudulent, abusive, or illegal activities.

We may suspend or terminate access where such activities are detected.

Our Services and Products may integrate with third-party applications, infrastructure, platforms, APIs, AI models, cloud service providers, telecommunications providers, or licenced tools or services ("Third-Party Services").

We do not control these Third-Party Services and are not responsible for:

• their availability;
• performance;
• security;
• continuity;
• their content; or
• how they use your data.

Your use of Third-Party Services is governed by their own terms. Any failure, suspension, or limitation of the services caused by Third-Party Services shall not constitute a breach by us of this Agreement.

Fees for our Services and Products depend on the subscription package or service offering you select.

Details of:

• pricing,
• billing frequency,
• payment terms, and
• renewal arrangements

are set out in the relevant Proposal and confirmed in the Service Specific Terms.

Unless otherwise stated:

• subscriptions renew automatically; and
• Fees are payable in advance, by the Customer.

We may suspend the Customer's and User's access to Services and Products if payment is overdue.

Overdue payments may also accrue interest at the maximum rate permitted by law.

11.aTax Responsibility

• All Fees are stated exclusive of all taxes, duties, levies, imposts, fines, or similar governmental assessments, including sales and use taxes, value-added taxes ("VAT"), goods and services taxes ("GST"), excise, business, service, and similar transactional taxes imposed by any jurisdiction (collectively, "Taxes").
• You, the Customer, are responsible for and agree to bear Taxes associated with the purchase of the Services and Products.
• If we are required to remit Taxes associated with your purchase of a Subscription Plan and other fee-based offerings, we will add the amount of those Taxes, itemized where required by Applicable Law, to the payment due.
• Taxes may be applied without notice.
• Taxes will not be deducted from the payments owed to us, except as required by Applicable Law, in which case you will increase the amount payable as necessary so that after making all required deductions and withholdings, we receive and retain (free from any Tax liability) an amount equal to the amount we would have received had no such deductions or withholdings been made.
• You acknowledge and confirm that the address you provide in your Account registration is the place of supply to you for Tax purposes.
• If requested by us, you agree to provide to us your VAT, GST, or similar tax identification number(s) to avoid application of taxes, as applicable, and you will use the ordered Site in the location(s) in accordance with the provided VAT or GST identification number(s). The parties' obligations under this section (Tax Responsibility) will survive the termination or expiration of these Terms.

If the Customer subscribes to our Services and Products, one or more Users may be designated as Account administrators.

Administrators may:

• manage User access;
• configure Service settings; and
• access the Customer's Data.

Your organisation is responsible for the actions of its administrators and Users.

Additional provisions may apply to SaaS Services in terms of the Service Specific Terms.

We process Personal Data in accordance with our Privacy Policy.

The Privacy Policy explains:

• what Personal Data we collect;
• how we use it; and
• how it is protected.

Where applicable, additional Data Processing Terms may apply.

We may communicate with you, the Customer, through:

• the Platform;
• Email; or
• other contact details linked to your Account.

These communications may include:

• service notifications;
• billing information; and
• important updates about the Services and Products.

Legal notices will be forwarded to the address you have provided for this purpose when creating your profile. Should you wish to serve legal notices on us, please use the details provided in the Jurisdiction Schedule.

If you are dissatisfied with our Services, you may submit a complaint through the contact details provided on our Platform or at this email address: info@nathandigital.com.

Service-specific escalation procedures may be set out in the relevant Service Specific Terms.

We may suspend access to the Services and Products if:

• you, the Customer, or any User, breach(es) this Agreement;
• payment of Fees is overdue;
• your use, as Customer and/or User as the case may be, poses a security or legal, regulatory, reputational, or operational risk;
• suspension is required by Applicable Law, regulation, or a governmental authority; or
• suspension is required to protect the Platform or other Users.

Where reasonably possible, we will notify you before suspending access.

Suspension shall not relieve you of your payment obligations towards us.

As between you and us:

• you retain ownership of the Data you upload to the Platform ("Customer Data"), and
• we retain ownership of the Platform and Software.

You grant us the rights necessary to process and store the Customer Data in order to provide the Services. Please also refer to our Privacy Policy in this regard.

Further provisions may appear in the Service Specific Terms.

Our Services may be hosted in one or more jurisdictions.

Information about hosting locations and cross-border data transfers is available in our Privacy Policy.

When signing up for the Services, you may not mask your IP address in any way.

You are responsible for any content you upload to the Platform or submit through the Services and Products.

You must ensure that such content:

• does not infringe the rights of others; and
• complies with Applicable Laws.

We may provide sample files, templates, or example applications for demonstration purposes.

These are provided for illustration only and should not be relied on without appropriate review.

All Intellectual Property Rights in:

• the Platform,
• Software,
• Documentation, and
• related materials

belong to us or our licensors.

Except for the limited rights granted under this Agreement, no rights are transferred to you.

Intellectual Property Rights created through Professional Services or configurations may be addressed in the applicable Service Specific Terms.

Our Services and Products are provided on an "as is" and "as available" basis.

To the fullest extent permitted by law, we do not guarantee that the services will be:

• uninterrupted,
• error-free, or
• suitable for every purpose.

Nothing in this clause excludes rights that cannot legally be excluded.

To the extent permitted by Applicable Law, our liability arising from this Agreement is limited.

We are not liable for:

• indirect or consequential loss;
• loss of profits;
• loss of data; or
• loss of business opportunities.

Our total aggregate liability arising out of or relating to this Agreement shall not exceed the Fees paid by you in the twelve (12) months preceding the claim. This limitation applies to all claims, whether in contract, delict (tort), statute, or otherwise, including indemnities, except where liability cannot be limited by law.

Nothing in this Agreement excludes or limits liability for:

• fraud or fraudulent misrepresentation;
• death or personal injury caused by negligence; or
• any liability that cannot legally be excluded.

Further limitations may be set out in the Service Specific Terms.

You agree to indemnify us against claims arising from:

• your (Customer and/or User) breach of this Agreement;
• your (Customer and/or User) misuse of the Services and Products; or
• content you submit to the platform.

If a dispute arises, the Customer and Nathan Digital will first attempt to resolve it through good-faith discussions.

If the dispute cannot be resolved informally within 10 (ten) Business Days, it will be referred to arbitration in accordance with the rules specified in the Jurisdiction Schedule.

No Party is responsible for failure to perform obligations due to events beyond reasonable control, including:

• natural disasters;
• network failures;
• government actions; or
• other force majeure events.

If a force majeure event continues for more than 10 (ten) consecutive Business Days, you, the Customer, or we are entitled to terminate the relevant Service Specific Terms without penalty, subject to such provisions as set out in the relevant Service Specific Terms.

Nothing in this Agreement creates any partnership, joint venture, employment, or agency relationship between you, the Customer, and us.

Each Party acts independently and on its own behalf.

You may not:

• represent that you have authority to act on our behalf;
• enter into agreements on our behalf; or
• bind us to any obligations.

Similarly, we do not act as your agent unless expressly agreed in writing.

29.aConfidential Information

In the course of using the Services and Products, the Customer and Nathan Digital may share and receive Confidential Information.

29.bObligations

Each Party agrees to:

• use Confidential Information of the Disclosing Party only for purposes related to this Agreement;
• protect the Confidential Information with reasonable care; and
• not disclose the Confidential Information to third parties except to employees, contractors, or advisers who need to know it for the purposes of the Agreement.

29.cExceptions

These confidentiality obligations do not apply to information that:

• is publicly available through no fault of the Receiving Party;
• was already known to the Receiving Party lawfully;
• is independently developed without using the Confidential Information; or
• must be disclosed by law or regulatory requirement.

29.dReturn or Deletion

Upon termination of the Agreement, each party must, on request, return or securely delete Confidential Information belonging to the Disclosing Party, unless retention is required by law.

29.eSurvival

These confidentiality obligations continue for 3 (three) years as from the termination of this Agreement.

We may update or modify the Services and Products from time to time to improve functionality or security. We will notify you, the Customer, of such updates and modifications.

We may update these Terms periodically. If we make material changes, we will notify you through the Platform or by Email.

You may terminate the Services in accordance with the Service Specific Terms.

We may terminate this Agreement if you materially breach it, including any Service Specific Terms, and if such breach is not cured within 15 (fifteen) Business Days from our written request to do so.

Should this Agreement be terminated, all rights to access the services will cease. Where specified as such in the Service Specific Terms, we will provide termination services at our standard fees.

You agree that this Agreement may be entered into electronically.

Your acceptance of these Terms by:

• clicking an "accept" or similar button,
• creating an Account, or
• using the Services,

constitutes your agreement to be bound by this Agreement.

Electronic records of acceptance maintained by us will be considered valid evidence of your agreement to these Terms and the Agreement.

You may not assign, transfer, or otherwise dispose of your rights or obligations under this Agreement without our prior written consent.

We may assign or transfer this Agreement to:

• an affiliated company;
• a successor in connection with a merger, acquisition, or sale of assets; or
• another entity that assumes responsibility for providing the services.

Any permitted assignee will be bound by this Agreement.

This Agreement is governed by the laws specified in the applicable Jurisdiction Schedule.

36.aSeverability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will continue to apply.

The invalid provision will be interpreted or replaced to the extent necessary to give effect to its intended purpose as far as legally possible.

36.bWaiver

If a Party delays or fails to enforce any right under this Agreement, this does not mean that the right has been waived.

A waiver of any right is only effective if it is confirmed in writing.

This Agreement constitutes the entire agreement between the Parties.

Certain provisions continue after termination, including those relating to liability, intellectual property, and dispute resolution.

Where the Services include AI or machine learning features, your use of those features is additionally governed by our Artificial Intelligence Services Addendum.

In the event of any conflict between the AI Addendum and these General Terms or the Service Specific Terms, the AI Addendum applies in relation to AI Services.