Subscription Terms

Introduction

These Terms form a binding agreement between Customer and Teralo Co Pty Ltd governing access to and use of the Products and Services through the Web Platform. By creating an account, you agree to these Terms. If you accept on behalf of an entity, you represent having authority to bind that organization.

1. Contract Structure

These Terms constitute the entire agreement and apply upon account creation. New features and updates are subject to these Terms. Teralo may modify functional features per clause 7. In case of inconsistency between these Terms and referenced policies, these Terms prevail unless stated otherwise. If using AI Products, the AI Product Terms apply and take precedence regarding AI features only.

2. Term

By clicking "I ACCEPT" or affirmatively accepting during sign-up, you agree to be bound. Access is granted upon acceptance, subject to your Subscription Plan limitations. For paid plans, continued access depends on successful payment of Subscription Fees per clause 6.

Paid subscriptions automatically renew monthly unless cancelled through account settings. If payment fails, Teralo may suspend access to paid features until payment is received.

3. Grant to Use Products and Services

Teralo provides Products and Services on an "as-is" basis with no guarantees regarding future enhancements. Teralo grants a non-exclusive, limited, revocable, non-transferable license to access and use Products and Services during the Subscription Period, subject to these Terms and your Subscription Plan.

• Free Tier: Access to single Project with limited features
• Paid Tier: Access to additional Projects, features, and add-ons per plan

Teralo provides necessary documentation and reserves the right to discontinue access without notice if: (i) behavior is deemed inappropriate or breaches these Terms; or (ii) continued association would materially harm Teralo's reputation or mission.

4. Data Protection

Teralo processes Personal Information per applicable Privacy Laws and the Privacy Policy. Using the Products and Services constitutes consent to such processing.

5. Use of Products and Services

5(a) Prohibited Uses

Without prior written approval, Customer must not:

• Use for purposes other than the Authorized Purpose per these Terms
• Copy, replicate, or cause third parties to copy or replicate Products and Services
• Alter, modify, interfere with, reverse disassemble, decompile, or reverse engineer Teralo's Intellectual Property Rights (except as permitted under Australian Copyright Act 1968 or applicable laws, and except temporary cache copies)
• Obtain or derive source code from Products and Services
• Publicly disseminate performance information regarding Products and Services
• Sub-license, rent, sell, lease, distribute, or transfer Products and Services (except as permitted)

5(b) Credential Management

Customer is responsible for maintaining control over access credentials and ensuring all Authorized Users comply with these Terms.

5(c) Authorized Users

Customer may designate persons as authorized users (at least 18 years old, Customer's Personnel or Clients). Teralo can assist creating access accounts with limited rights.

Responsibilities:

• Keep accurate, up-to-date records of Authorized Users
• Authorized Users can access Products and Services, Customer Material, Enriched Material, and collaborate with others
• By creating an account for an Authorized User, Customer grants them non-exclusive, non-revocable, royalty-free rights to use, modify, adapt, create derivatives, or share Customer Material

Customer is responsible for:

• Compliance with Terms and applicable laws by all Authorized Users
• All activity under its Account, authorized or not
• Removing Authorized Users' access when required (e.g., role changes, employment changes)

5(d)-(e) Security and Activity

Customer must keep access credentials confidential and notify Teralo immediately of unauthorized access or suspected breaches. Customer is responsible for all activities through its access, whether authorized or not.

5(f) Prohibited Content

Customer must not use Products and Services in ways involving:

• False, defamatory, harassing, or obscene content
• Unsolicited electronic messages
• Violation of anyone's rights (including Intellectual Property Rights)
• Contravention of Laws
• Damage, disabling, or impairing Products and Services
• Content Teralo reasonably deems unacceptable
• Fraudulent activity
• Sale or promotion of illegal business activities or prohibited products

5(g) Third Party Licenses

Customer must comply with terms of any Third Party Licenses, which Teralo will notify Customer about.

6. Subscription Fees, Payment and GST

6.1 Subscription Fees and Payment

Subscription Fees for Paid Tiers are payable in advance on a Recurring Billing basis through designated payment providers. By subscribing, Customer authorizes automatic payment processing per the Pricing Page.

Subscription Fees are determined by selected Subscription Plan and optional add-ons on the Pricing Page. Teralo may adjust fees, add-ons, and billing structures with notice via Web Platform or email at the next Renewal Period per clause 29.

Customers may upgrade Subscription Plans or purchase add-ons anytime via Web Platform. Upgrade fees are charged immediately and pro-rated. Downgrades take effect at current Subscription Period's end unless otherwise specified.

Payments are non-refundable except as required by Law. Customers may cancel Paid Tier anytime via account settings; access continues until Subscription Period end.

If payment fails, Teralo may suspend access until successfully processed. Customers remain responsible for all outstanding amounts.

Subscription Fees exclude Taxes unless stated otherwise. Customers must pay applicable Taxes in addition to Subscription Fees. Teralo issues proper tax invoices where required by Law.

6.2 Taxes

All amounts, including Subscription Fees, exclude federal, state, or local sales, use, value added, goods and services, or other similar transaction taxes (Taxes). If Taxes are payable by Teralo, Customer must pay such Taxes in addition to fees owed. Parties must provide proper tax invoices if applicable.

6.3 Payment Method

Subscription Fees must be paid using accepted payment methods on the Web Platform, processed securely through Stripe or designated third-party processors.

By subscribing to a Paid Tier, Customer:

• Authorizes Teralo or its payment processor to automatically charge the selected payment method on a Recurring Billing basis for applicable Subscription Fees, Taxes, and other agreed charges
• Represents having authorization to use the designated payment method

Customer is responsible for ensuring payment method validity and currency. If a payment method expires or fails, Teralo may suspend or terminate access until payment succeeds.

Customer may update payment methods anytime through account settings or by contacting Teralo Support; changes apply to the next billing cycle.

Teralo is not responsible for fees imposed by Customer's payment provider, including currency conversion fees or overdraft fees.

7. Updates

Teralo may introduce Updates (enhancements, new features, functionality modifications) at its discretion. Continued use constitutes acceptance of Updates.

Updates may be applied automatically or require Customer action to enable. Updates are provided under the same licensing terms as existing Products and Services, subject to additional requirements on the Pricing Page or Web Platform.

8. Intellectual Property Rights

8.1 Ownership

Customer acknowledges Teralo owns or licenses: (i) all Intellectual Property Rights in Products and Services; and (ii) any Developed Intellectual Property. Nothing in these Terms transfers ownership or interest in Teralo's or third-party Intellectual Property Rights.

If Customer acquires ownership of Developed Intellectual Property Intellectual Property Rights:

• Customer assigns such rights at its cost and procures assignment from Authorized Users and Personnel
• Customer executes (and procures execution from Personnel and Authorized Users) any assignment or document reasonably required to evidence or perfect Teralo's ownership
• Customer provides reasonable assistance to protect, defend, and assert Teralo's interests

Regarding moral rights under Copyright Act 1968 (Cth) in Developed Intellectual Property, Customer procures that Personnel and Authorized Users irrevocably and unconditionally waive all moral rights to the extent permitted by applicable law.

Customer must notify Teralo immediately of: (i) unauthorized access or use of Products and Services; (ii) breach of Teralo's Intellectual Property Rights; or (iii) third-party claims regarding Intellectual Property Rights in Products and Services.

8.2 Feedback

If Customer submits suggestions, ideas, information, comments, process descriptions, or other information (Feedback) to Teralo, Teralo may use such Feedback freely including copying, disclosing, licensing, distributing, and exploiting it without obligation, royalty, or restriction based on Intellectual Property Rights.

No Feedback is considered Confidential Information, and nothing limits Teralo's right to independently use, develop, evaluate, or market products or services, whether incorporating Feedback or otherwise.

8.3 Customer Material

Customer is solely responsible for Customer Material and must ensure it and its collection, use, processing, disclosure, and dissemination via Products and Services: (i) does not infringe anyone's Intellectual Property Rights; and (ii) complies with applicable Laws (including Privacy Laws).

Customer grants Teralo a royalty-free, worldwide, transferable, non-exclusive license to access, use, modify, reproduce, reformat, and process Customer Material solely for: (i) providing Products and Services; (ii) internal training; and (iii) testing, improving, and developing new features or entirely new products/services.

9. Data Retention

Teralo uses third-party cloud computing services for building, testing, deploying, hosting, and managing applications through managed data centers.

Freemium Tier users store Customer Material and Enriched Material for a single project with limited total storage capacity per Pricing Page or Web Platform. If not upgrading to Paid Tier, access to additional projects and excess data may be restricted.

Customer may download Enriched Material and Customer Material in CSV, XLS, PDF, or other available formats anytime during Subscription Period and for 30 days following termination or expiration.

Upon termination or Freemium Tier downgrade, Teralo reserves the right to restrict access to Customer Material and Enriched Material exceeding Freemium Tier storage capacity. Teralo may permanently delete excess data after 30 days unless Customer upgrades to Paid Tier.

10. Confidentiality and Publicity

10.1 Confidentiality

Subject to clauses 10.1(b) and 10.1(c), each party must keep the other's Confidential Information secure and not disclose or use it.

A party may disclose Confidential Information only: (i) to persons controlled by or controlling the party per Corporations Act, and employees, legal advisors, or consultants of such persons, under corresponding confidence obligations, only where they have a need-to-know; (ii) in enforcing these Terms or proceedings arising from these Terms; or (iii) as required by Law or binding government agency or court order.

Teralo may disclose Customer names as necessary in capital raising, financing, or transfer/divestiture of all or part of its business, or in merger, consolidation, change in control, reorganization, or liquidation of all or part of Teralo's business, but uses reasonable efforts to minimize disclosure scope.

10.2 Publicity

Unless otherwise instructed in writing, Teralo may disclose to third parties that Customer has entered into these Terms, including in marketing or other Teralo materials. By approval, Customer grants Teralo a royalty-free, non-exclusive license to use and display Customer's logo on the Teralo website or marketing materials.

11. Privacy and Security

Each party must comply with the Privacy Act (as if bound despite small business exception) and applicable Privacy Laws for Personal Information: (i) one party discloses to the other; or (ii) coming into either party's possession or control.

Customer must obtain all necessary Consents and provide all necessary notices relevant to using Products and Services, including those regarding collection, use, disclosure, and storage of Personal Information of individuals whose information may be provided to Teralo.

Customer acknowledges Teralo may provide all or parts of Products and Services from any worldwide location.

12. Data Breaches

12.1 Data Incidents

If a party (First Party) becomes aware of or suspects loss of, unauthorized access to, use or disclosure of, or security breach regarding data provided per these Terms (Data Incident), the First Party must:

• Immediately notify the other party in writing with all details
• Cooperate and comply with all reasonable directions regarding such event
• Promptly take all reasonable steps to rectify or remedy the breach

12.2 Notification to Regulator

If a Data Incident constitutes a Notifiable Data Breach under the Privacy Act, parties must work together in good faith to determine whether notification to affected individuals or regulatory authorities is required.

Any Customer notification to a regulator or affected individuals must be in form approved by Teralo before submission, unless otherwise required by Law.

13. Third Party Content

Customer acknowledges Products and Services may incorporate Third Party Content (including open source software) that Teralo does not control or warrant regarding accuracy, quality, or reliability.

To the extent permitted by Law (including Australian Consumer Law), Teralo makes no representations or warranties regarding Third-Party Content and disclaims all liability for errors, defects, or inaccuracies arising from Third-Party Content.

14. Operating Environment

Customer is responsible for establishing, providing or procuring, maintaining, and supporting any Third Party Licenses and operating environment, facilities, equipment, telecommunications, and internet connections necessary to use Products and Services.

Customer must ensure the Operating Environment meets minimum system requirements Teralo specifies. Teralo is not responsible for Products and Services failures caused by Operating Environment incompatibility.

15. Force Majeure

If any party's (Affected Party) performance of obligations is prevented or delayed due to Force Majeure Event, these Terms continue but the Affected Party is not in breach and receives reasonable extension time. This clause does not apply to Customer's obligation to pay Subscription Fees.

The Affected Party must promptly notify the other party in writing of the Force Majeure Event nature, performance prevention or delay extent, and material changes, and use reasonable endeavors to limit effects and promptly perform obligations as able.

16. Suspension

Teralo may suspend or modify Customer's access to Products and Services (in whole or part) to the minimum extent necessary to: (i) prevent or terminate unauthorized or unlawful use; (ii) address emergency security issues, including Terms or Privacy Policy violations compromising security or functionality; or (iii) comply with applicable Laws.

If Teralo suspends access, it uses reasonable efforts to notify Customer of suspension and reasons as soon as practicable.

Teralo is not liable for any loss, deletion, or Customer Material unavailability from suspension.

17. Termination

17(a) Customer Termination

Customer may terminate its Subscription Plan: (i) anytime by providing notice through Web Platform or contacting Teralo Support, effective at current Subscription Period's end; (ii) if rejecting Material Change per clause 29(b), by providing written notice prior to next Subscription Period commencement, ending at current Subscription Period's expiry; and (iii) for Material Change per clause 29(d), immediately upon written notice, with pro-rata refund per clause 29(d).

17(b) Either Party Termination

Either party may terminate these Terms immediately by written notice if: (i) the other party experiences Insolvency Event; (ii) the other party materially breaches these Terms (incurable or fails to remedy within 30 days of written notice requiring remedy); or (iii) without limiting clause 17(a)(ii), the other party fails to comply with clauses 9 (Confidentiality and Publicity) or 11 (Privacy and Security) obligations.

17(c) Post-Termination Obligations

Upon expiration or termination for any reason, Customer must immediately: (i) cease using Products and Services and ensure all Authorized Users do the same; (ii) return to Teralo (or delete per Teralo direction) all Teralo Documentation and Confidential Information copies in Customer's possession or control; and (iii) if required, allow Teralo or nominee to access Customer's premises and systems to de-install and remove Products and Services relevant parts.

Termination does not relieve parties of accrued liability (including outstanding Subscription Fees).

18. Warranties

Each party warrants it:

• Has authority to enter into and perform these Terms obligations and that these Terms have been duly executed as a legal, valid, binding Agreement
• Will comply with applicable Laws at all times
• Will not do anything or make statements reasonably expected to harm the other party's reputation, and (for Customer) the Products and Services reputation

19. Disclaimer

Customer acknowledges and agrees that to the maximum extent permitted by Law (including Australian Consumer Law), Products and Services are made available "as is" and Teralo makes no representation, warranty, or guarantee: (i) that Products and Services will operate with other hardware, software, platforms, or Customer Material; (ii) that Products and Services will meet Customer's requirements or expectations; (iii) that Products and Services and extracted information will be accurate, free from defects, bugs, errors, omissions, or that Customer Material input will not be lost or corrupted; or (iv) regarding non-infringement, title, fitness for particular purpose, functionality, availability, or merchantability.

Teralo uses reasonable endeavors ensuring Products and Services are virus-free and harmful-component-free but cannot guarantee freedom from unknown viruses or harmful components.

Teralo is not liable for delays, interruptions, service failures, and problems inherent in internet and electronic communications use or outside Teralo's reasonable control.

20. Indemnities

Without limiting other indemnities, Customer must defend, hold harmless, and indemnify Teralo and its Related Bodies Corporate and Personnel (Teralo Indemnified Parties) from Loss arising from or connected with:

• Any Customer breach of clauses 4 (Use), 9 (Confidentiality and Publicity), or 11 (Privacy and Security)
• Products and Services performance or failure linked to Customer's Operating Environment deficiency or inadequacy
• Any Customer Material (including Personal Information) use or disclosure, including claims that Customer Material infringes anyone's Intellectual Property Right or other right (including privacy rights)
• Products and Services use by Customer and Authorized Users
• Any Customer or Authorized User fraud, willful misconduct, or negligence

21. Limitation of Liability

21(a) Liability Limitations

To the maximum extent permitted by Law (including Australian Consumer Law) and subject to clause 21(b):

• Teralo's total aggregate liability for any Loss (direct or indirect) shall not exceed total Subscription Fees paid in the 12-month period immediately preceding the claim, except where Law requires otherwise
• Teralo's liability regarding Australian Consumer Law breaches is limited to service resupply or resupply cost
• Neither party is liable for Consequential Loss, except as arising from Customer breach of clauses 8, 9, and 11 obligations

21(b) Insurance Exceptions

Clause 21(a) does not limit Teralo's liability to the extent Teralo: (i) is indemnified regarding that liability by required insurance policy; or (ii) would have been indemnified if Teralo had diligently pursued claims, complied with policy terms and conditions, or complied with insurance obligations.

21(c) Liability Exclusions

Clause 21(a) does not apply to or limit: (i) any party's death or personal injury liability caused by that party or its Personnel; or (ii) fraud (including fraudulent misrepresentation).

22. Insurance

Teralo must, by these Terms date: (i) obtain all insurances set out in Annexure A; (ii) provide evidence to Customer's reasonable satisfaction; and maintain such insurances for the period during these Terms.

23. Assignment

Customer must not assign or novate directly or indirectly any rights or obligations without prior Teralo written consent (not to be unreasonably withheld or delayed).

Teralo may anytime assign, novate, or otherwise dispose or deal with its rights and obligations by written Customer notice. Customer grants Teralo prospective future assignment and/or novation authority, effectuated by Teralo unilaterally.

24. Survival

Without limiting other provisions, clauses 6 (Subscription Fees, Payment and GST), 8 (Intellectual Property Rights), 9 (Confidentiality and Publicity), 11 (Privacy and Security), and other clauses intended to survive termination survive these Terms termination or expiry for any reason.

25. Notices

Any notice, demand, consent, or other communication (Notice) under these Terms must: (i) be in writing and signed by the sender or authorized person (or email with full name and position/title); (ii) be addressed and delivered by prepaid post (registered airmail if international), hand, or email to the specified or last-notified address or email; and (iii) be conclusively taken as duly given when delivered, received, or left at the address, fax, or email. If delivery/receipt occurs on non-business day or after 4pm (local time), it is conclusively taken as given at next business day commencement.

26. General

26(a)-(b) Execution and Entire Agreement

Each party agrees to do all things and execute all necessary deeds, instruments, transfers, or other documents to give full Terms effect. These Terms contain the entire parties' agreement regarding its subject matter. Neither party has relied on or relies on other representations in entering these Terms.

26(c)-(d) Subcontractor Responsibility

Customer is fully responsible to Teralo for any Loss suffered by Teralo or Personnel from sub-contractors, contractors, assigns, and employees acts or omissions, as if they were Customer's own.

Teralo is fully responsible to Customer for any Loss suffered by Customer or Personnel from its sub-contractors, contractors, assigns, and employees acts or omissions, as if they were Teralo's own.

26(e) Waiver

No failure to exercise or delay in exercising any right, power, or remedy operates as waiver. Single or partial exercise or waiver does not preclude other or further exercise of that or other right. Waiver is not valid or binding unless written. For these Terms (including clause 29), electronic Web Platform acceptance constitutes written acceptance.

26(f)-(g) Additional Rights and Severability

Parties have rights, powers, and remedies in addition to, not excluding or limiting, any law, equity, or agreement-provided right, power, or remedy.

Any prohibited or unenforceable provision in any jurisdiction is ineffective to that extent without invalidating remaining provisions or affecting enforceability elsewhere.

26(h)-(i) Costs and Governing Law

Each party bears its own negotiation, preparation, and execution costs.

These Terms and related matters (including non-contractual) are governed by New South Wales laws without regard to conflict of laws provisions. Legal action must be brought exclusively in Sydney, NSW federal or state courts, to which parties consent. The United Nations Convention on Contracts for International Sale of Goods is expressly excluded entirely.

28. Service Level

Teralo provides Products and Services per its Service Level Agreement (SLA), available at teralo.co/legal/sla.

29. Variations to These Terms

29(a) Minor Changes

Teralo may make Minor Changes anytime by providing Web Platform or email notice. Changes take effect on the specified date (minimum 7 days from notice, unless purely administrative/corrective or urgently required for security or Law compliance, when immediate effect applies). Continued use after effective date constitutes Minor Changes acceptance.

29(b) Material Changes (Renewal)

Teralo may make Material Changes taking effect at the next Subscription Period commencement (Renewal) by providing written notice at least 30 days before current Subscription Period expiration. If Customer does not accept Material Changes, Customer may disable renewal or terminate per clause 17(a) before Renewal commencement. Subscription Fee adjustments are notified per clause 6.1(b).

29(c) Material Changes (Mid-Term)

If Teralo proposes Material Change during the current Subscription Period: (i) Teralo notifies Customer and effective date; (ii) Customer must affirmatively accept (via click-through mechanism on Web Platform); and (iii) If Customer does not accept by effective date, Customer remains on existing Terms until current Subscription Period end, subject to clause 29(d).

29(d) Necessary Changes Exception

Notwithstanding clause 29(c)(iii), where Material Change is reasonably necessary to: (A) comply with Law; (B) address material security risk; (C) maintain service continuity due to binding upstream provider requirements; or (D) maintain required insurance coverage, Teralo may terminate these Terms by written notice and refund pro-rata unused pre-paid Subscription Fees, provided: (i) Teralo gives minimum 30 days prior notice where change is advance-known and practicable, or (ii) where (i) is not practicable due to emergency or externally-imposed deadline, Teralo gives minimum 7 days notice, or immediate notice if imminent risk, explaining why shorter notice is required.

30. Definitions and Interpretation

30.1 Definitions

Active Project — A project Customer requires access to.

AI Products — Any feature, functionality, or service within Products and Services labeled or described as 'AI', 'Artificial Intelligence', 'Generative', or 'Bot', or utilizing machine learning, large language models, or similar technologies.

AI Product Terms — Additional AI Products use and conditions terms available at teralo.co/legal/ai-product-terms.

Australian Consumer Law — Schedule 2 of the Competition and Consumer Act 2010 (Cth), as amended or replaced.

Authorised User — Persons provided Products and Services access by Customer per clause 5(c).

Authorised Purpose — Customer's own internal business operations Products and Services use per its Subscription Plan.

Confidential Information — All confidential or proprietary nature information in any tangible or non-tangible form disclosed, communicated, learned, or accessed by a party as Terms result. Teralo's includes Products and Services design, specification, content, source code, personnel information, operational and other policies, project documentation, proposals, development documentation including specifications, business strategies, and these Terms including Subscription Fees and pricing information. Does not include information: (a) already known; (b) received from third party not under confidence duty; or (c) independently developed.

Consent — Licenses, clearances, permissions, authorizations, waivers, approvals, or consents.

Consequential Loss — Indirect or consequential loss (not arising naturally from Terms breach or subject matter event), including profit loss, income/revenue loss, data loss, reputation loss/damage, goodwill loss/damage, business opportunity loss (including third-party arrangements), management time loss, credit rating damage, or business loss.

Corporations Act — Corporations Act 2001 (Cth), as amended or replaced.

Customer Clients — Customer's customers or clients.

Customer Material — All data or material input, entered, added, uploaded into Products and Services, or otherwise provided or made available to Teralo by Authorized User or on Customer behalf or request.

Developed Intellectual Property — Intellectual Property Rights arising from work done by or for Teralo on Customer behalf in Products and Services connection, including Customer access portals development and Customer-provided feedback.

Enhancements — Existing Products and Services functions or performance changes or improvements.

Enriched Material — Products and Services outputs and any Customer Material modified and/or enriched with additional information by Authorized Users.

Force Majeure Event — Party-affecting circumstance beyond reasonable control preventing or delaying Terms obligation performance, including God acts, lightning, earthquakes, floods, storms, explosions, fires, natural disasters, public enemies acts, terrorism, riots, civil commotion, malicious damage, sabotage, revolution, war acts, general strikes (excluding own staff), embargo, or power/water/utility shortage.

Free Tier — Limited-access Products and Services version available cost-free per Pricing Page restrictions.

Insolvency Event — Occurs when: (a) party ceases, suspends, or threatens substantial business conduct or asset disposal; (b) party cannot pay debts when due or stops/suspends/threatens payment stopping; (c) party is insolvent or deemed/presumed insolvent; (d) receiver, manager, administrator, or similar officer appointment occurs; (e) creditor composition or arrangement occurs; (f) except solvent amalgamation/reconstruction, winding up, dissolution, administration, or liquidation orders/applications/resolutions occur; (g) party enters liquidation (compulsory or voluntary); or (h) any analogous comparable jurisdiction event.

Intellectual Property Rights — All industrial and intellectual property rights including copyrights (computer software rights), trademarks, service marks, designs, patents, trade secrets, semiconductor/circuit layout rights, trade/business/domain/company names, Confidential Information rights, know-how, other proprietary rights (registered or not, including application or registration right), all similar protection or equivalent effect forms (worldwide), excluding non-assignable moral rights and similar personal rights.

Law — All applicable laws including common law rules, equity principles, statutes, regulations, proclamations, ordinances, bylaws, rules, regulatory principles, requirements, determinations, mandatory conduct codes, standards, writs, orders, injunctions, and judgments.

Loss — Any claim, loss, damage, liability, cost, charge, or expense (including full indemnity legal expenses), however arising, whether present or future, fixed or unascertained, actual or contingent.

Teralo Documentation — User instructions and all related supply materials in any format by Teralo for Products and Services use and application aid, including revised documentation supplied as Update part.

Teralo Websites — teralo.co and all associated linked sites (as amended).

Material Change — Terms variation that: (a) increases Subscription Fees (excluding upgrade-resulting increases or clause 6.1(b) increases); (b) materially reduces Products and Services functionality or features; (c) imposes material Customer new obligations or liabilities (including indemnities or data usage); or (d) reduces Customer rights or remedies.

Minor Change — Any non-Material Change variation, including formatting changes, typographical error corrections, or technically-required security or Law-compliance changes, provided no material Customer benefit reduction or material new obligation imposition.

Notifiable Data Breach — Has the Privacy Act-given meaning.

Operating Environment — Clause 14-defined meaning.

Paid Tier — Any payment-requiring Subscription Plan granting additional Projects, features, or functionality access per Pricing Page.

Pricing Page — Teralo-published webpage detailing fees, add-ons, and available features under different Subscription Plans, updated from time to time.

Personal Information — Privacy Act-given meaning, including any identifiable individual-related information such as name, email, contact details, payment information provided by Customer in Products and Services connection.

Personnel — Any person's officer, employee, contractor, servant, agent, or direct/indirect control person, including subcontractors.

Privacy Act — Privacy Act 1988 (Cth), as amended or replaced.

Privacy Law — All legislation, principles, industry codes, policies (as amended or replaced) relating to Personal Information collection, use, disclosure, storage, or access-granting rights, including Privacy Act and Spam Act 2003 (Cth).

Products and Services — Teralo's project, program, and portfolio reporting and governance software solution for capital works construction and these Terms-provided services, including any associated Teralo Documentation or Updates.

Project Spend — All project-associated costs, including contractors, consultants, risks, contingencies.

Project Value — Project budget or total completion cost, including all contractors, consultants, risks, contingencies-associated costs.

Recurring Billing — Stripe or other Teralo-designated provider-facilitated automatic monthly payment processing system.

Related Body Corporate — Section 9 of Corporations Act-given meaning.

Special Development Request (SDR) — Customer-requested specific Enhancement request.

Subscription Fees — Access to Products and Services-payable fees per Pricing Page-specified selected Subscription Plan-charged.

Subscription Plan — Teralo-offered tiered access model, including Free Tier and Paid Tiers, per Pricing Page-described.

Term — Clause 2(a)-starting period continuing for selected Subscription Plan-specified duration.

Third Party Content — Information, data, or other content Teralo sources and/or supplies from any third party for Products and Services connection use.

Third Party Licence — License, registration, or other authorization required by Customer to properly access and Products and Services use, including Teralo-notified license, registration, or authorization.

Update — Any Products and Services update, upgrade, or modification from time to time, not including new Products and Services versions, and accompanying Teralo Documentation revisions, determined by Teralo's absolute discretion.

Web Platform — Online portal or interface through which Customers access and manage their Subscription Plan and Products and Services.

30.2 Interpretation

Headings are convenience-only and do not affect interpretation. Unless context requires otherwise: (a) singular includes plural conversely; (b) defined word/phrase's other grammatical forms have corresponding meaning; (c) person reference includes any body corporate, unincorporated body, or entity conversely; (d) clause reference is these Terms and Conditions clause; (e) these Terms or other agreement/document party reference includes successors and permitted assigns; (f) any agreement/document (including these Terms) reference is that agreement/document as amended, notated, supplemented, varied, or replaced from time to time, where applicable, per these Terms or that other agreement/document; (g) any legislation or provision reference includes any modification or re-enactment, any substituted legislative provision, all regulations and issued statutory instruments; (h) conduct reference includes any omission, statement, or undertaking, whether written or not; (i) includes means includes without limitation; and (k) all $ references are Australian dollars, unless otherwise specified.