Terms of Use

1. Introduction and Acceptance

1.1 Agreement

These Terms of Use ("Terms") constitute a legally binding agreement between you and Vantage Operations (ABN 82 409 901 476) ("Vantage", "we", "us", or "our") governing your access to and use of the Vantage software-as-a-service platform ("Platform"), including any associated websites, applications, and services.

1.2 Acceptance

By accessing or using the Platform, clicking "I Accept", or by otherwise indicating your acceptance, you agree to be bound by these Terms. If you are entering into these Terms on behalf of an organisation, you represent and warrant that you have the authority to bind that organisation to these Terms, and references to "you" or "your" shall include that organisation.

1.3 Additional Agreements

These Terms are supplemented by our Privacy Policy. For enterprise and government customers, these Terms may be superseded or supplemented by a separately executed Master Services Agreement or similar contract.

2. Definitions

In these Terms:

• "Authorised Users" means individuals authorised by the Customer to access and use the Platform.
• "Confidential Information" means any information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential, including Customer Data, technical specifications, and business information.
• "Customer" or "Organisation" means the entity that has entered into a subscription with Vantage to use the Platform.
• "Customer Data" means all data, content, and information uploaded, entered, or otherwise transmitted to the Platform by or on behalf of the Customer.
• "Documentation" means the user guides, help materials, and other documentation made available by Vantage for the Platform.
• "Intellectual Property Rights" means patents, copyright, trade marks, designs, trade secrets, know-how, and all other intellectual property rights, whether registered or unregistered.
• "Service Level Agreement" or "SLA" means the service levels set out in Schedule A.
• "Subscription" means the Customer's subscription to use the Platform in accordance with the applicable subscription plan.
• "Subscription Fees" means the fees payable for the Subscription.
• "Subscription Term" means the period during which the Customer is authorised to use the Platform.

3. Platform Description

3.1 Services

The Platform provides operational management tools for emergency service organisations, including:

• Equipment and asset management
• Vehicle tracking and management
• Digital checklists and compliance workflows
• Defect reporting and tracking
• Live incident coordination and management
• Booking and scheduling
• Reporting and analytics
• Skills and competency tracking

3.2 Limitations

Important: The Platform is an operational management and record-keeping tool. It does not replace:

• Official safety incident reporting systems
• Manufacturer maintenance guidelines and requirements
• Regulatory compliance systems or reporting obligations
• Professional judgment or operational decision-making
• Emergency communication or dispatch systems
• Medical or clinical information systems

Customers remain solely responsible for compliance with all applicable laws, regulations, and industry standards.

4. Account Registration and Administration

4.1 Account Creation

To use the Platform, Customers must create an account and provide accurate, complete, and current information. Customers are responsible for maintaining the accuracy of their account information.

4.2 Administrator Responsibilities

Customer administrators ("Administrators") are responsible for:

• Managing Authorised Users and their access permissions
• Ensuring Authorised Users comply with these Terms
• Configuring Platform settings in accordance with organisational policies
• Maintaining appropriate security controls
• Promptly revoking access for users who no longer require it

4.3 Account Security

Customers are responsible for maintaining the confidentiality of account credentials and for all activities that occur under their account. Customers must notify Vantage immediately of any unauthorised use or security breach.

5. Subscription and Payment

5.1 Subscription Plans

Access to the Platform is provided through subscription plans as described on our website or in a separate order form. Different plans may include different features, usage limits, and support levels.

5.2 Fees and Payment

Unless otherwise agreed in writing:

• Subscription Fees are payable in advance on a monthly or annual basis
• All fees are quoted in Australian Dollars (AUD) and are exclusive of GST
• Payment is processed through our third-party payment processor (Stripe)
• Fees are non-refundable except as expressly provided in these Terms

5.3 Fee Changes

Vantage may change Subscription Fees upon 30 days' written notice. Fee changes will take effect at the start of the next billing cycle following the notice period.

5.4 Taxes

All fees are exclusive of applicable taxes. Customers are responsible for paying all applicable taxes, including GST. Vantage will provide tax invoices as required.

5.5 Late Payment

If payment is not received when due, Vantage may:

• Suspend access to the Platform until payment is received
• Charge interest on overdue amounts at the rate of 15% per annum
• Recover reasonable collection costs

6. Trial Period

Vantage may offer a free trial period for new Customers. During the trial period:

• Access is provided "as is" without service level commitments
• Vantage may terminate the trial at any time without liability
• Unless the Customer converts to a paid Subscription, access will terminate at the end of the trial period
• Customer Data entered during the trial will be retained for 30 days after trial expiration

7. Licence and Restrictions

7.1 Licence Grant

Subject to these Terms and payment of applicable fees, Vantage grants the Customer a non-exclusive, non-transferable, limited licence to access and use the Platform during the Subscription Term solely for the Customer's internal business operations.

7.2 Restrictions

Customers must not, and must ensure their Authorised Users do not:

• Copy, modify, or create derivative works of the Platform
• Reverse engineer, decompile, or disassemble the Platform
• Rent, lease, sell, sublicense, or transfer the Platform to any third party
• Use the Platform to provide services to third parties (service bureau use)
• Remove or obscure any proprietary notices
• Interfere with or disrupt the Platform or circumvent security measures
• Use the Platform for any unlawful purpose or in violation of any applicable laws
• Upload malicious code, viruses, or harmful content
• Exceed any usage limits associated with the subscription plan
• Access or use another Customer's data without authorisation

8. Intellectual Property

8.1 Vantage IP

Vantage and its licensors retain all Intellectual Property Rights in and to the Platform, including all software, documentation, designs, and content. Nothing in these Terms transfers any ownership rights to the Customer.

8.2 Customer Data

The Customer retains all Intellectual Property Rights in Customer Data. The Customer grants Vantage a non-exclusive, worldwide licence to host, copy, transmit, and display Customer Data as necessary to provide the Platform and as otherwise permitted by these Terms.

8.3 Feedback

If the Customer provides suggestions, ideas, or feedback about the Platform ("Feedback"), Vantage may use such Feedback without restriction or obligation to the Customer.

8.4 Aggregated Data

Vantage may collect and use aggregated, anonymised data derived from Customer use of the Platform for purposes including analytics, benchmarking, and Platform improvement. Such aggregated data will not identify any individual or Customer.

9. Customer Data and Privacy

9.1 Customer Responsibilities

The Customer is responsible for:

• The accuracy, quality, and legality of Customer Data
• Ensuring they have all necessary rights and consents to upload and process Customer Data
• Complying with applicable privacy and data protection laws in relation to Customer Data
• Maintaining appropriate backups of critical Customer Data

9.2 Data Processing

Vantage will process Customer Data in accordance with these Terms and the Privacy Policy. Where Vantage processes personal information on behalf of the Customer, Vantage acts as a data processor and will process such information only in accordance with the Customer's lawful instructions.

9.3 Data Security

Vantage implements appropriate technical and organisational measures to protect Customer Data against unauthorised access, loss, or destruction. These measures are described in our Privacy Policy and Security Documentation.

9.4 Data Portability

Upon request during the Subscription Term or within 30 days of termination, Vantage will provide the Customer with a copy of their Customer Data in a commonly used electronic format. Reasonable fees may apply for data export requests that exceed standard usage.

9.5 Data Deletion

Following termination of the Subscription and expiry of the 30-day data retrieval period, Vantage will delete or anonymise Customer Data within 90 days, except where retention is required by law or for legitimate business purposes (such as billing records).

10. Confidentiality

10.1 Obligations

Each party agrees to:

• Maintain the confidentiality of the other party's Confidential Information
• Use Confidential Information only for purposes permitted by these Terms
• Disclose Confidential Information only to personnel who need to know and who are bound by confidentiality obligations
• Apply at least the same degree of care to protect Confidential Information as it applies to its own confidential information

10.2 Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no fault of the receiving party
• Was rightfully known to the receiving party before disclosure
• Is independently developed by the receiving party
• Is rightfully obtained from a third party without restriction
• Is required to be disclosed by law or legal process

11. Service Levels and Support

11.1 Availability

Vantage will use commercially reasonable efforts to maintain Platform availability in accordance with the Service Level Agreement set out in Schedule A. The SLA does not apply during:

• Scheduled maintenance (with reasonable prior notice)
• Emergency maintenance required to address security or stability issues
• Circumstances beyond Vantage's reasonable control
• Issues caused by the Customer or third-party services

11.2 Support

Support is provided in accordance with the support plan included in the Customer's Subscription. Standard support includes email support during business hours (9am-5pm AEST, Monday-Friday, excluding Australian public holidays).

11.3 Updates

Vantage may update the Platform from time to time to improve functionality, security, or performance. Vantage will provide reasonable notice of material changes that may affect Customer workflows.

12. Warranties and Disclaimers

12.1 Mutual Warranties

Each party warrants that:

• It has the legal power and authority to enter into these Terms
• Its performance will not violate any applicable laws or agreements

12.2 Vantage Warranties

Vantage warrants that:

• The Platform will perform substantially in accordance with the Documentation
• It will provide the Platform using reasonable skill and care
• It will comply with applicable laws in providing the Platform

12.3 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE PLATFORM IS PROVIDED "AS IS" AND VANTAGE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

VANTAGE DOES NOT WARRANT THAT:

• THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE
• ALL DEFECTS WILL BE CORRECTED
• THE PLATFORM WILL MEET THE CUSTOMER'S SPECIFIC REQUIREMENTS
• THE PLATFORM IS SUITABLE FOR USE AS A SAFETY INCIDENT REPORTING SYSTEM OR FOR ANY LIFE-CRITICAL APPLICATION

12.4 Consumer Guarantees

Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred by the Competition and Consumer Act 2010 (Cth) or any other applicable consumer protection legislation that cannot be excluded, restricted, or modified by agreement.

13. Limitation of Liability

13.1 Exclusion of Consequential Loss

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, REGARDLESS OF THE CAUSE OF ACTION OR WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2 Liability Cap

SUBJECT TO CLAUSE 13.3, VANTAGE'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE GREATER OF:

• THE SUBSCRIPTION FEES PAID BY THE CUSTOMER IN THE 12 MONTHS PRECEDING THE CLAIM; OR
• $10,000 AUD

13.3 Exclusions from Cap

The limitations in this clause 13 do not apply to:

• Liability arising from a party's fraud, gross negligence, or wilful misconduct
• A party's breach of confidentiality obligations
• Customer's payment obligations
• Liability that cannot be limited by law
• Vantage's indemnification obligations under clause 14

14. Indemnification

14.1 By Vantage

Vantage will defend, indemnify, and hold harmless the Customer from and against any third-party claims, damages, and costs (including reasonable legal fees) arising from allegations that the Platform infringes any Australian patent, copyright, or trade mark, provided that the Customer:

• Promptly notifies Vantage of the claim
• Gives Vantage sole control of the defence and settlement
• Provides reasonable cooperation and assistance

This indemnity does not apply to claims arising from:

• Customer Data or Customer modifications to the Platform
• Use of the Platform in combination with third-party products
• Use of the Platform other than in accordance with these Terms

14.2 By Customer

The Customer will defend, indemnify, and hold harmless Vantage from and against any third-party claims, damages, and costs arising from:

• Customer Data, including any claims that Customer Data infringes third-party rights
• The Customer's breach of these Terms
• The Customer's violation of applicable laws

15. Term and Termination

15.1 Term

These Terms commence on the date of acceptance and continue until the Subscription is terminated in accordance with this clause 15.

15.2 Termination for Convenience

Either party may terminate the Subscription at the end of the then-current billing period by providing written notice at least 30 days before the end of that period. For annual subscriptions, either party may terminate with 90 days' written notice.

15.3 Termination for Cause

Either party may terminate these Terms immediately upon written notice if the other party:

• Materially breaches these Terms and fails to cure such breach within 30 days of written notice
• Becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings

Vantage may suspend or terminate access immediately if:

• The Customer fails to pay fees when due and does not cure within 14 days of notice
• The Customer's use poses a security risk or may harm other users
• Required by law or legal process

15.4 Effect of Termination

Upon termination:

• All licences granted under these Terms terminate
• The Customer must cease all use of the Platform
• Customer Data will be available for export for 30 days, after which it will be deleted
• Accrued rights and obligations, and provisions intended to survive, will survive termination

15.5 Refunds

If Vantage terminates for convenience or the Customer terminates for cause, Vantage will refund prepaid fees for the unused portion of the Subscription Term on a pro-rata basis. No refund is due if the Customer terminates for convenience or Vantage terminates for cause.

16. General Provisions

16.1 Governing Law

These Terms are governed by the laws of the State of New South Wales, Australia. Each party submits to the non-exclusive jurisdiction of the courts of New South Wales.

16.2 Dispute Resolution

Before initiating any legal proceedings (other than urgent interlocutory relief), the parties will attempt to resolve disputes through good faith negotiation. If not resolved within 30 days, either party may refer the dispute to mediation administered by the Australian Disputes Centre.

16.3 Force Majeure

Neither party will be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including natural disasters, acts of government, war, terrorism, pandemic, or infrastructure failures. This does not excuse payment obligations.

16.4 Assignment

Neither party may assign these Terms without the other party's prior written consent, except that Vantage may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets.

16.5 Notices

Notices must be in writing and delivered by email or registered post. Notices to Vantage should be sent to legal@getvantage.com.au. Notices to the Customer will be sent to the email address associated with the account.

16.6 Entire Agreement

These Terms, together with the Privacy Policy and any applicable order form or Master Services Agreement, constitute the entire agreement between the parties regarding the subject matter and supersede all prior agreements and understandings.

16.7 Amendments

Vantage may amend these Terms by posting the revised version on the Platform. Material changes will be notified to Customers at least 30 days in advance. Continued use of the Platform after the effective date constitutes acceptance of the amended Terms.

16.8 Severability

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

16.9 Waiver

A party's failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.

16.10 No Partnership

Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.

17. Contact Information

For questions about these Terms, please contact:

• Email: legal@getvantage.com.au
• Post: Vantage Operations, 81-83 Campbell Street, Surry Hills, NSW 2010