Terms of Service

By accessing or using any Sky Nexus Proprietary Limited (ABN 83 679 611 226) ("Sky Nexus", "we", "us" or "our") website, platform, or service (collectively, the "Services"), you ("you", "User" or "Customer") agree to be bound by these Terms of Service ("Terms") and our Privacy Policy, which is incorporated by reference.

If you are using the Services on behalf of an organisation, you represent and warrant that you have the authority to bind that organisation to these Terms. In that case, "you" refers to both you individually and the organisation.

If you do not agree to these Terms, you must not access or use our Services. We reserve the right to update these Terms at any time, with notice provided as described in Section 16.

Sky Nexus provides an Intelligent Operations platform and related professional services designed to help Australian organisations automate workflows, monitor operations, apply AI-driven decision support, manage data governance, ensure cybersecurity compliance, and integrate systems across cloud, hybrid, and edge environments.

The specific features, modules, and capabilities available to you depend on the subscription plan or service agreement you have entered into with Sky Nexus. Sky Nexus reserves the right to modify, update, or discontinue any feature of the Services with reasonable notice.

To access certain features of the Services, you must create an account. You agree to:

• Provide accurate, current and complete information during registration and keep it up to date

• Maintain the security of your credentials and not share your password with any third party

• Notify Sky Nexus immediately of any suspected unauthorised access or breach of security

• Accept responsibility for all activities that occur under your account

Sky Nexus reserves the right to suspend or terminate accounts that violate these Terms, contain inaccurate information, or where we reasonably believe the account has been compromised.

**Subscription plans:** Access to the Sky Nexus platform is provided under a subscription model. Plan details, including features, user limits and pricing, are set out in your Order Form or as published on our Pricing page.

**Payment:** Fees are invoiced in advance on a monthly or annual basis as agreed. All amounts are in Australian Dollars (AUD) and exclusive of GST unless otherwise stated. GST will be added where applicable.

**Late payment:** If fees remain unpaid 14 days after the due date, Sky Nexus may suspend access to the Services. Access will be restored upon payment of all outstanding amounts.

**Renewals:** Subscriptions automatically renew at the end of each billing period unless you provide written notice of cancellation at least 30 days before the renewal date.

**Refunds:** Subscription fees are non-refundable except as required by the Australian Consumer Law or as expressly agreed in writing.

**Price changes:** Sky Nexus may adjust pricing with at least 30 days' written notice prior to the next renewal period.

You agree to use the Services only for lawful purposes and in accordance with these Terms. You must not:

• Use the Services in any way that violates applicable Australian or international laws or regulations

• Transmit any material that is unlawful, defamatory, obscene, fraudulent, or harmful

• Attempt to gain unauthorised access to any part of the Services or any connected systems

• Introduce malware, viruses, or other malicious code

• Use automated tools (bots, scrapers, crawlers) to access the Services without prior written consent

• Reverse engineer, decompile or disassemble the platform software

• Resell, sublicense or otherwise commercialise the Services without authorisation

• Use the Services to process data in a manner that violates any third party's privacy or intellectual property rights

• Conduct load tests or penetration tests against our infrastructure without written authorisation

Violation of this section may result in immediate suspension or termination of your account.

**Sky Nexus IP:** The Services, including all software, algorithms, user interfaces, documentation, trademarks, logos and other content, are and remain the exclusive intellectual property of Sky Nexus and its licensors. These Terms do not grant you any ownership rights in the Services.

**Licence to use:** Sky Nexus grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the Services during the subscription term, solely for your internal business purposes and in accordance with these Terms.

**Your data:** You retain all ownership rights to data you submit to the Services ("Customer Data"). You grant Sky Nexus a limited licence to process Customer Data solely to provide the Services. We will not access, use or disclose Customer Data except as necessary to deliver the Services or as required by law.

**Feedback:** If you provide feedback, suggestions or ideas about the Services, you grant Sky Nexus a perpetual, royalty-free licence to use that feedback without restriction or compensation to you.

Sky Nexus processes personal information in accordance with the Australian Privacy Act 1988 (Cth) and our Privacy Policy. Where the Services involve processing personal information on your behalf, the parties agree to enter into a Data Processing Agreement ("DPA") on request.

Sky Nexus maintains commercially reasonable technical and organisational security measures designed to protect Customer Data against unauthorised access, disclosure or destruction. These measures are described in our Security documentation available at skynexus.io/platform#security.

In the event of a confirmed data breach affecting your Customer Data, Sky Nexus will notify you without undue delay and, in any event, within 72 hours of becoming aware of the breach, consistent with the Notifiable Data Breaches (NDB) scheme under the Privacy Act.

Each party may receive confidential information of the other party in connection with the Services ("Confidential Information"). Each party agrees to:

• Hold all Confidential Information in strict confidence

• Use Confidential Information only for the purposes contemplated by these Terms

• Not disclose Confidential Information to third parties without prior written consent, except to employees, contractors or advisors who need to know it and are bound by equivalent confidentiality obligations

These obligations do not apply to information that is publicly available, independently developed, or required to be disclosed by law or a court of competent jurisdiction.

**Sky Nexus warranties:** Sky Nexus warrants that the Services will perform materially in accordance with the applicable documentation during the subscription term. For any breach of this warranty, your sole remedy is for Sky Nexus to use commercially reasonable efforts to correct the non-conformance or, if Sky Nexus is unable to do so, to provide a pro-rata refund of fees paid for the affected period.

**Disclaimer:** To the maximum extent permitted by law, the Services are provided "as is" and "as available". Sky Nexus makes no warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement, except as expressly stated in these Terms.

Nothing in these Terms is intended to exclude, restrict or modify any rights you may have under the Australian Consumer Law that cannot be excluded, restricted or modified by agreement.

**Exclusion of consequential loss:** To the maximum extent permitted by applicable law, Sky Nexus will not be liable for any indirect, incidental, special, punitive or consequential damages, including loss of profits, loss of revenue, loss of data or loss of business opportunity, arising from your use of or inability to use the Services.

**Cap on liability:** Sky Nexus's total aggregate liability to you for all claims arising under or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty or otherwise, will not exceed the total fees paid by you in the 12 months immediately preceding the event giving rise to the claim.

**Exceptions:** Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot be limited under the Australian Consumer Law.

You agree to indemnify, defend and hold harmless Sky Nexus and its directors, officers, employees and agents from and against any claims, damages, losses, liabilities, costs and expenses (including reasonable legal fees) arising from:

• Your use of the Services in breach of these Terms

• Your Customer Data infringing or allegedly infringing any third-party intellectual property or privacy rights

• Your violation of any applicable law or regulation

• Any dispute between you and a third party in connection with your use of the Services

**Term:** These Terms commence when you first access the Services and continue until terminated.

**Termination for convenience:** Either party may terminate the Services by providing 30 days' written notice prior to the next renewal date.

**Termination for cause:** Either party may terminate immediately by written notice if the other party materially breaches these Terms and fails to remedy the breach within 14 days of receiving written notice.

**Effect of termination:** Upon termination, your licence to use the Services ceases immediately. Sky Nexus will provide you with a 30-day period to export your Customer Data, after which it will be securely deleted in accordance with our data retention policy. Provisions that by their nature should survive termination (including sections on intellectual property, limitation of liability and governing law) will continue in force.

These Terms are governed by the laws of Victoria, Australia, without regard to conflict of law principles. Both parties submit to the exclusive jurisdiction of the courts of Victoria.

**Dispute resolution:** Before commencing any legal proceedings, the parties agree to attempt to resolve any dispute through good-faith negotiation for at least 30 days following written notice of the dispute. If the dispute cannot be resolved by negotiation, either party may refer it to mediation administered by the Resolution Institute before resorting to litigation.

**Entire agreement:** These Terms, together with the Privacy Policy, any Order Form and any DPA, constitute the entire agreement between the parties relating to the Services and supersede all prior agreements, representations and understandings.

**Severability:** If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.

**Waiver:** Failure by either party to enforce any provision of these Terms will not constitute a waiver of future enforcement.

**Assignment:** You may not assign or transfer any rights or obligations under these Terms without Sky Nexus's prior written consent. Sky Nexus may assign these Terms in connection with a merger, acquisition or sale of assets.

**Force majeure:** Neither party will be liable for delays or failures in performance resulting from causes beyond its reasonable control, including natural disasters, government action, pandemics or infrastructure failures.

**Notices:** Notices under these Terms must be in writing and sent to the contact details set out in these Terms or in your Order Form.

For questions about these Terms, please contact:

**Sky Nexus Proprietary Limited**

Legal & Compliance

7 Saltgrass Avenue, Tarneit, Melbourne VIC 3029

Email: legal@skynexus.io

Phone: +61 1800 712 345

For privacy-related enquiries, see our Privacy Policy at skynexus.io/privacy.