AMMONITE PTY LTD

ACN 160 846 088 — Platform Terms of Service

Version	2026-1
Effective Date	15th Jan 2026
Document URL	ammonite.com.au/terms-of-service
Contact	This email address is being protected from spambots. You need JavaScript enabled to view it.  |  1300 85 15 04
Address	Unit 1, 11 Buchanan Road, Banyo QLD 4014

These Platform Terms of Service ('Terms') govern the use of the Ammonite software platform ('Platform') provided by Ammonite Pty Ltd ACN 160 846 088 ('Ammonite', 'we', 'us', 'our'). By executing a Service Order that references these Terms, the Customer agrees to be bound by them. These Terms are published at ammonite.com.au/terms-of-service and may be updated from time to time in accordance with clause 17.

1. Definitions

1. "Agreement" means these Terms together with the applicable Service Order.
2. "Ammonite Resources" means Ammonite Resources Pty Ltd ACN 165 899 463, which owns the Platform software and has licenced its use to Ammonite Pty Ltd for sub-licencing to Customers.
3. "Customer" means the entity identified in the Service Order.
4. "Commencement Date" means the date set out in the Service Order.
5. "Data" means all information, documents and other data provided by the Customer or its users to Ammonite through the Platform.
6. "Fee" means the licence fee set out in the Service Order, exclusive of GST.
7. "Intellectual Property Rights" means all copyright, patent, trademark, design, trade secret, know-how and other intellectual property rights anywhere in the world.
8. "Learning and Assessment Resources" means fully developed learning and assessment training products for a Unit of Competency, as described in the Service Order.
9. "Personnel" means any employee, contractor, officer, consultant, agent or representative of a party.
10. "Platform" means the Training Organisation Management System (TOMS) web-based application for administration, documentation, tracking, reporting and delivery of training, as updated from time to time.
11. "Privacy Laws" means the Privacy Act 1988 (Cth) and any other applicable legislation dealing with personal information.
12. "Service Order" means the document executed by the parties setting out the services, fees and other particulars applicable to the Customer.

2. Platform Licence

13. Subject to these Terms and payment of the Fee, Ammonite grants the Customer a non-exclusive, non-transferable licence to access and use the Platform for the Customer's internal business purposes during the term of the Agreement.
14. The licence permits the Customer's authorised users to access and use the Platform in accordance with these Terms. The Customer is responsible for the acts and omissions of all users who access the Platform using the Customer's credentials.
15. The Customer must not:
    1. sub-licence, resell, transfer or otherwise deal with the Platform or any access to it;
    2. reverse engineer, decompile, disassemble or attempt to derive the source code of the Platform;
    3. modify, copy or create derivative works of the Platform; or
    4. use the Platform in any way that infringes the Intellectual Property Rights of Ammonite or any third party.

3. Learning and Assessment Resources

16. Where the Service Order includes a licence for Learning and Assessment Resources, the Customer is licensed to access and use those resources through the Platform for the purpose of delivering training to the Customer's learners.
17. The Customer may contextualise and adapt licensed resources in accordance with its obligations under the ASQA 2025 Standards. Ammonite is a platform and resource provider — contextualisation for specific delivery contexts is the responsibility of the Customer as the Registered Training Organisation.
18. Resources are developed for broad sector use. Where the Customer develops or substantially modifies its own resources, the Fee is adjusted on a pro-rata basis as set out in the Service Order and the Customer pays only for content it has not created itself.
19. All Intellectual Property Rights in Learning and Assessment Resources developed by Ammonite or its content developers remain vested in Ammonite Resources. No ownership in those resources passes to the Customer.

4. Fees and Payment

20. The Customer agrees to pay the Fee as set out in the Service Order. All amounts are exclusive of GST.
21. Ammonite will issue invoices in accordance with the billing schedule set out in the Service Order. Payment is due within 7 days of the invoice date.
22. If GST is payable on any supply made under this Agreement, the Customer must pay to Ammonite an amount equal to the GST payable, in addition to the Fee, at the same time as the Fee is payable.
23. If the Customer fails to pay any invoice by the due date, Ammonite may:
    1. suspend the Customer's access to the Platform after giving 7 days written notice; and
    2. charge interest on the overdue amount at a rate of 8% per annum, calculated daily from the due date until the date of payment.
24. The Customer's access will be reinstated promptly following receipt of payment of all outstanding amounts.
25. Ammonite may adjust the Fee annually. Ammonite will provide at least 30 days written notice of any fee increase before it takes effect. Continued use of the Platform after the effective date of the increase constitutes acceptance of the new Fee.

5. Customer Data

26. The Customer retains all ownership of and rights to its Data. The Customer grants Ammonite a non-exclusive licence to access, store and process Data to the extent necessary to provide the Platform and associated services.
27. The Customer is solely responsible for the accuracy, integrity and legality of Data uploaded or entered into the Platform.
28. Ammonite will implement reasonable technical and organisational measures to protect Data from unauthorised access, loss or disclosure.
29. Both parties will promptly notify the other upon becoming aware of any actual or suspected unauthorised access to or disclosure of Data.

6. Privacy

30. Each party agrees to comply with its obligations under the Privacy Laws in connection with this Agreement.
31. Ammonite's Privacy Policy, published at ammonite.com.au/privacy-policy, sets out how Ammonite collects, holds, uses and discloses personal information. The Privacy Policy forms part of this Agreement.
32. The Customer must ensure that its collection and use of personal information through the Platform complies with Privacy Laws, including providing required notices to learners and other individuals.

7. Confidentiality

33. Each party must keep confidential all Confidential Information of the other party obtained in connection with this Agreement and must not disclose it to any third party without the prior written consent of the other party, except as required by law.
34. "Confidential Information" means all commercially sensitive information of a party that is identified as confidential or that ought reasonably to be understood as confidential given its nature or the context of disclosure. It does not include information that:
    1. is or becomes publicly available through no fault of the receiving party;
    2. was already known to the receiving party without restriction; or
    3. is received from a third party who is lawfully entitled to disclose it.
35. The terms of this Agreement and each Service Order are Confidential Information of both parties.

8. Intellectual Property

36. Ammonite Resources owns all Intellectual Property Rights in the Platform software. Ammonite Pty Ltd is licensed to sub-licence those rights to Customers. Nothing in this Agreement transfers ownership of any Intellectual Property Rights in the Platform to the Customer.
37. The Customer owns all Intellectual Property Rights in Data uploaded by the Customer and in any content created solely by the Customer within the Platform.
38. Any AI-generated content or assessments created using the Platform's built-in functionality are subject to the terms set out in the Service Order and Ammonite's AI use guidelines as published from time to time.

9. Uptime and Support

39. Ammonite will use reasonable endeavours to ensure the Platform is available 99.5% of the time in any calendar month, excluding scheduled maintenance windows of which Ammonite will give reasonable advance notice.
40. Ammonite provides support during Business Hours (9am to 5pm Brisbane time on Business Days). Support response times are:
    1. Critical issues (Platform unavailable): within 2 Business Hours;
    2. High priority issues (significant functionality impaired): within 8 Business Hours;
    3. Standard issues: within 1 Business Day.
41. Ammonite performs daily automated backups of Customer Data and retains backups for a minimum of 30 days.
42. Training services and professional services are available at the hourly rates set out in the Service Order or as otherwise agreed in writing.

10. Liability

43. To the maximum extent permitted by law, Ammonite's total liability to the Customer for all claims arising in connection with this Agreement is limited to the total Fees paid by the Customer in the 12 months immediately preceding the event giving rise to the claim.
44. Neither party is liable to the other for any indirect, consequential, special or punitive loss or damage, including loss of profit, revenue, data, goodwill or business opportunity, whether arising in contract, tort or otherwise, even if advised of the possibility of such loss.
45. Nothing in this clause excludes or limits liability that cannot be excluded or limited under the Australian Consumer Law or any other applicable law.

11. Indemnity

46. The Customer indemnifies Ammonite against any loss, cost, liability or expense (including reasonable legal costs) arising from:
    1. the Customer's breach of these Terms;
    2. any claim that the Customer's Data infringes the rights of a third party; or
    3. the Customer's use of the Platform in a manner not permitted by this Agreement.

12. Term and Termination

47. This Agreement commences on the Commencement Date and continues on a rolling monthly basis until terminated by either party in accordance with this clause.
48. Either party may terminate this Agreement at any time by giving not less than 30 days written notice to the other party.
49. Either party may terminate this Agreement immediately by written notice if the other party:
    1. commits a material breach of this Agreement that is not remedied within 14 days of written notice requiring remedy;
    2. becomes insolvent, goes into liquidation or has a receiver, administrator or similar officer appointed; or
    3. ceases or threatens to cease carrying on business.
50. Termination does not affect any rights or obligations that have accrued before the date of termination.

13. Data on Termination

51. On termination, Ammonite will make a complete copy of the Customer's Data available for download for a period of 30 days following the termination date.
52. After that 30-day period, Ammonite may delete the Customer's Data. Ammonite has no obligation to retain Data beyond this period.
53. If the Customer requires Ammonite to prepare and deliver Data in a particular format, Ammonite may charge a reasonable fee for that service at its standard hourly rate.

14. Non-Solicitation

54. The Customer must not, during the term of this Agreement and for 12 months after termination, directly or indirectly solicit, recruit or entice away any Personnel of Ammonite who was involved in the provision of the Platform or related services to the Customer.

15. Force Majeure

55. Neither party is liable for any delay or failure to perform its obligations under this Agreement to the extent that such delay or failure is caused by circumstances beyond the reasonable control of that party, including acts of God, natural disasters, pandemic, war, terrorism, government action or failure of third-party infrastructure.
56. The affected party must promptly notify the other party of a force majeure event and use reasonable efforts to minimise its impact and resume performance.

16. Dispute Resolution

57. If a dispute arises in connection with this Agreement, the parties must attempt to resolve the dispute by good faith negotiation before commencing any court or arbitration proceedings.
58. The party raising the dispute must give written notice describing the nature of the dispute. The parties' senior representatives must meet (in person or by video) within 10 Business Days of that notice to attempt resolution.
59. If the dispute is not resolved within 20 Business Days of the notice, either party may refer the dispute to mediation administered by the Law Society of Queensland. The costs of mediation are shared equally.
60. This clause does not prevent either party from seeking urgent injunctive or other equitable relief, or Ammonite from recovering overdue amounts.

17. Amendments to These Terms

61. Ammonite may update these Terms from time to time. Ammonite will publish updated Terms at ammonite.com.au/terms-of-service and give at least 30 days written notice to Customers of any material change before it takes effect.
62. Notice of changes will be given by email to the Customer's contact address on record. The Customer is responsible for keeping its contact details current.
63. Continued use of the Platform after the effective date of any update constitutes the Customer's acceptance of the updated Terms. If the Customer does not accept a change, it may terminate this Agreement in accordance with clause 12 before the change takes effect.

18. Subcontracting and Assignment

64. Ammonite may engage subcontractors to assist in the provision of the Platform and associated services. Ammonite remains responsible for the acts and omissions of its subcontractors.
65. Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, which must not be unreasonably withheld.

19. Insurance

66. Each party will maintain adequate insurance coverage appropriate to its obligations under this Agreement, including professional indemnity and public liability insurance.

20. General

67. Governing law: This Agreement is governed by the laws of Queensland and the Commonwealth of Australia. Each party submits to the non-exclusive jurisdiction of the courts of Queensland.
68. Entire agreement: This Agreement (comprising these Terms and the applicable Service Order) constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior agreements, representations and understandings.
69. Severability: If any provision of this Agreement is or becomes unenforceable, it will be read down to the minimum extent necessary to make it enforceable. If it cannot be read down, it is severed and the remainder of this Agreement continues in full force.
70. Waiver: A party's failure to exercise or delay in exercising a right does not constitute a waiver of that right.
71. Relationship: The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship.
72. Counterparts: Any Service Order may be executed in counterparts, including by electronic signature, each of which constitutes an original.
73. Costs: Each party bears its own costs in connection with the negotiation and execution of this Agreement.