Subscription Terms

These Subscription Terms govern every Relait subscription. They apply together with the signed proposal or order form for a subscription, the End User Licence Agreement and the Privacy Policy. Where a signed proposal states a specific commercial term, that term prevails. Clause 20 sets out the order of precedence.

1. Introduction

1.1 These Subscription Terms (“Terms”) govern your company’s access to and use of the Relait platform and related services (the “Services”). The Services are provided by Relait Pty Ltd ACN 681 274 760 (“Relait”, “we”, “us”).
1.2 By signing the proposal or order form that references these Terms, or by accessing or using the Services, your company (“the Customer”, “you”) agrees to be bound by these Terms, the End User Licence Agreement (“EULA”) at relait.com.au/eula and the Privacy Policy at relait.com.au/privacy-policy.
1.3 These Terms apply together with the signed proposal or order form (the “Deal Sheet”), the EULA and the Privacy Policy. The relationship between these documents is set out in clause 20.

2. Definitions

In this Agreement:
“Aggregated Data” means data derived from use of the Services that has been irreversibly aggregated and de-identified, so that neither the Customer, nor any holder of the Customer’s securities, nor any other individual can be identified or re-identified from it.
“Authorised Users” means the Customer’s employees, officers and contractors whom the Customer permits to access the Services for the Customer’s internal business purposes.
“Confidential Information” means any non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential, including the terms of this Agreement, business information, and the Customer Data.
“Customer Data” means data, content and material that the Customer or its Authorised Users input into, or generate through, the Services. It includes Registry Data.
“Deal Sheet” means the signed proposal or order form recording the commercial terms for the Customer’s subscription.
“Fees” means the subscription fees and any other charges payable by the Customer as set out in the Deal Sheet.
“Initial Term” has the meaning given in clause 8.1.
“Intellectual Property Rights” means all rights in patents, copyright, trade marks, designs, know-how, confidential information and all other intellectual property rights, whether registered or unregistered.
“Registry Data” means share register data, holder contact data, nominee and beneficial ownership data, and responses to disclosure notices, held or processed in the Services in connection with the Customer’s securities.
“Renewal Term” has the meaning given in clause 8.1.
“Security Incident” means unauthorised access to, unauthorised disclosure of, or loss of Customer Data held by Relait.

3. The Services and Access

3.1 Relait provides a subscription-based platform that enables a listed company to manage its investor relations activities.
3.2 The subscription entitles the Customer to access the Services for its internal business purposes, on a fair-usage basis, for its Authorised Users. The Customer does not pay per user account.
3.3 Each subscription covers a single listed entity. Where a corporate group includes more than one listed entity, each listed entity requires its own subscription, and the Services may not be used to manage the investor relations of any entity other than the Customer named in the Deal Sheet.
3.4 The Customer is responsible for all activity under its account and for keeping login credentials secure. The Customer must notify Relait promptly of any unauthorised use.
3.5 Fair usage means use consistent with normal operation of an investor relations function by a single listed company. The Services are licensed for the Customer’s own use and must not be resold, shared with, or used to provide services to third parties. If usage materially exceeds what is reasonable for the Customer’s business, for example automated or bulk access beyond normal platform use, or use on behalf of another entity, Relait may discuss an adjusted plan with the Customer.

4. Subscription and Pricing

4.1 The Services are provided on a subscription basis for a single listed entity. The subscription plan, the Fees and the billing frequency are set out in the Deal Sheet, which forms part of this Agreement. Access is not charged per user; the Customer’s Authorised Users may use the Services on a fair-usage basis under clause 3.
4.2 The pricing applicable to this Agreement is set out in the “Your Investment” section of the Deal Sheet.
4.3 Optional modules or services may be added during the term at Relait’s then-current rates, as recorded in the Deal Sheet or a written variation. Additional listed entities require separate subscriptions under clause 3.3.

5. Use of the Services

5.1 The Customer must use the Services only for its lawful business purposes and in accordance with this Agreement and the EULA.
5.2 The Customer must not misuse the Services, including by attempting to gain unauthorised access, interfering with their operation, or using them to store or transmit unlawful material.

6. Changes to Scope

6.1 Any services beyond the subscription described in the Deal Sheet, including additional Concierge hours or out-of-scope project work, must be agreed in writing before they are performed, and will be charged at Relait’s then-current rates.
6.2 Any change to the agreed scope, Fees or subscription plan takes effect only when recorded in writing and agreed by both parties.

7. Fees and Payment

7.1 The Customer must pay the Fees set out in the Deal Sheet. Unless stated otherwise, Fees are billed monthly in advance and are exclusive of GST.
7.2 Relait will issue invoices for the Fees. Unless the Deal Sheet states otherwise, the Customer must pay each invoice within 14 days of the invoice date. Relait may process payments through its third-party payment processor, currently Stripe, and the Customer authorises Relait to charge the agreed Fees through that processor where applicable.
7.3 The Fees reflect access to the Relait platform as it develops over time, including new features and improvements added to the Services to which the Customer subscribes, at no separate charge. This does not extend to optional modules or separate products that Relait offers for an additional fee, such as Prism, which remain separately priced.
7.4 Relait may increase the Fees on each renewal by giving the Customer at least 60 days’ written notice before the renewal date. Any increase will not exceed the greater of the percentage increase in the Consumer Price Index (All Groups, weighted average of eight capital cities, published by the Australian Bureau of Statistics) over the preceding 12 months, or 10%.
7.5 Overdue amounts may accrue interest at 1.5% per month, or the maximum rate permitted by law if lower, calculated daily from the due date until paid.
7.6 If the Customer fails to pay an undisputed invoice by its due date, Relait may, after giving 7 days’ written notice, suspend access to the Services until payment is made. Suspension does not relieve the Customer of its obligation to pay the Fees.

8. Term and Renewal

8.1 This Agreement begins on the date the Customer’s account is activated and continues for an initial term of 12 months (“Initial Term”). After the Initial Term, it renews automatically for successive 12-month periods (each a “Renewal Term”) unless either party gives written notice of non-renewal at least 60 days before the end of the then-current term.
8.2 The Customer may upgrade its subscription at any time. The upgraded Fees apply from the date of the upgrade, and the upgrade runs with the then-current term.
8.3 If the Customer terminates other than under clause 10.1 before the end of the Initial Term or a Renewal Term, the Customer remains liable for the Fees for the remainder of that term. Where Fees have been paid in advance, no refund is payable.

9. Data Protection, Security and Confidentiality

Confidentiality

9.1 Each party must keep the other’s Confidential Information confidential and use it only for the purposes of this Agreement.
Ownership and permitted use
9.2 As between the parties, the Customer owns the Customer Data. Relait owns the Services, including the platform and software, and owns Aggregated Data.
9.3 The Customer grants Relait a non-exclusive licence, for the term of this Agreement, to host, copy, process and display the Customer Data for the purpose of providing and supporting the Services. Relait will use Customer Data only for that purpose.
9.4 Relait may use Customer Data to operate, improve and develop the Services, or for any other business purpose, only where that data has first been converted into Aggregated Data. Relait will not sell Customer Data.
9.5 Relait will handle personal information in Customer Data in accordance with the Privacy Policy, the Privacy Act 1988 (Cth) and the Australian Privacy Principles.
Security
9.6 Relait will maintain technical and organisational security measures appropriate to the sensitivity of Customer Data, including:
• encryption of Customer Data in transit and at rest;
• access to Customer Data limited by role to personnel who require it to perform their duties;
• logging of administrative and support access to Customer Data;
• regular backups, held under the same protections as production data;
• multi-factor authentication for Relait personnel with administrative access; and
• assessment of any subcontractor that will handle Customer Data, and contractual obligations on that subcontractor no less protective than this clause 9.
9.7 Relait remains responsible for the acts and omissions of its subcontractors in relation to Customer Data.

Security incidents

9.8 Relait will notify the Customer in writing without undue delay, and in any event within 72 hours, of becoming aware of a Security Incident affecting the Customer’s Data. The notice will set out what is then known about the incident, the Customer Data affected, and the steps Relait is taking to contain and remedy it.
9.9 Relait will keep the Customer informed as its investigation progresses, will not make any public statement identifying the Customer without the Customer’s prior written consent unless required by law, and will co-operate with the Customer in meeting any obligation either party has under the notifiable data breach provisions of the Privacy Act 1988 (Cth).

Export and deletion

9.10 On request at any time during the term, and on request made within 30 days after termination, Relait will provide the Customer with an export of its Customer Data in a commonly used, machine-readable format. Relait will then delete the Customer’s identifiable Customer Data. Aggregated Data, routine backups, and any data Relait is required to retain by law are not subject to that deletion obligation, and Relait will continue to hold any Customer Data retained in backups in confidence.
9.11 The obligations in this clause 9 survive termination.

10. Termination and Suspension

10.1 Either party may terminate this Agreement immediately by written notice if the other party materially breaches the Agreement and fails to remedy the breach within 30 days of written notice, or becomes insolvent.
10.2 The Customer may terminate for convenience after the Initial Term by giving notice under clause 8.1. Early termination within a term is governed by clause 8.3.
10.3 Relait may suspend the Services under clause 7.6, or where continued provision would breach the law or pose a security risk, in which case Relait will give as much notice as is reasonable in the circumstances.
10.4 On termination or expiry, the Customer’s access to the Services ends. Export and deletion of Customer Data are governed by clause 9.10.
10.5 Clauses that by their nature should survive termination, including clauses 9, 11, 12 and 13, continue in effect.

11. Intellectual Property

11.1 Relait owns all Intellectual Property Rights in the Services, including the platform, software, and any improvements, and nothing in this Agreement transfers those rights to the Customer.
11.2 Relait grants the Customer a non-exclusive, non-transferable licence to access and use the Services for the internal business purposes of the Customer and its Authorised Users during the term, on a fair-usage basis.
11.3 The Customer owns all Intellectual Property Rights in the Customer Data and in any outputs generated specifically for the Customer through the Services, subject to the licences granted in this Agreement.

12. Indemnification

12.1 By the Customer. The Customer indemnifies Relait against all claims, losses, liabilities, damages, costs and expenses, including reasonable legal costs, arising out of or in connection with:
• the Customer’s breach of clause 5 or the EULA;
• the Customer Data, including any claim that it infringes a third party’s rights or breaches any law; and
• the Customer’s use of the Services other than as permitted by this Agreement.
12.2 By Relait. Relait indemnifies the Customer against all claims, losses, liabilities, damages, costs and expenses, including reasonable legal costs, arising out of any claim that the Services, as provided by Relait and used in accordance with this Agreement, infringe the Intellectual Property Rights of a third party.
12.3 Conduct of claims. The indemnified party must promptly notify the indemnifying party of any claim, allow the indemnifying party to control its defence and settlement, and provide reasonable assistance. The indemnifying party must not settle a claim in a way that imposes obligations on the indemnified party without its prior written consent.
12.4 Relait’s liability under clause 12.2 is subject to clause 13, other than the carve-outs in clause 13.3.

13. Limitation of Liability

13.1 Exclusion of indirect loss. To the maximum extent permitted by law, neither party is liable to the other for any indirect or consequential loss, or for any loss of profit, loss of revenue, loss of anticipated savings, loss or corruption of data, or loss of goodwill, however arising, whether in contract, tort including negligence, under an indemnity, in equity or otherwise.
13.2 Aggregate cap. To the maximum extent permitted by law, each party’s total aggregate liability under or in connection with this Agreement, whether in contract, tort including negligence, under an indemnity, in equity or otherwise, is limited to the total Fees paid or payable by the Customer under this Agreement in the 12 months immediately preceding the event giving rise to the liability (the “Liability Cap”).
13.3 Higher cap for data and confidentiality. For liability arising from a breach of clause 9, the Liability Cap is instead three times the total Fees paid or payable by the Customer under this Agreement in the 12 months immediately preceding the event giving rise to the liability. Clause 13.1 continues to apply.
13.4 Carve-outs. The Liability Cap, the higher cap in clause 13.3 and clause 13.1 do not apply to limit a party’s liability for:
• fraud, wilful misconduct or criminal conduct;
• personal injury or death caused by that party’s negligence;
• the Customer’s obligation to pay the Fees; or
• either party’s indemnity for third party Intellectual Property Rights claims under clauses 12.1 and 12.2.
13.5 Australian Consumer Law. Nothing in this Agreement excludes, restricts or modifies any guarantee, right or remedy under the Australian Consumer Law or any other law that cannot lawfully be excluded. Where Relait’s liability under such a law can be limited, it is limited, at Relait’s option, to resupplying the Services or paying the cost of resupply.
13.6 The Services are otherwise provided on an “as is” basis, and except as expressly stated in this Agreement and to the extent permitted by law, Relait gives no warranties about the Services.

14. Assignment and Subcontracting

14.1 The Customer may not assign or novate this Agreement without Relait’s prior written consent, not to be unreasonably withheld.
14.2 Relait may assign or novate this Agreement to a related body corporate or in connection with a sale of its business, on written notice to the Customer.
14.3 Relait may subcontract performance of the Services. Clauses 9.6 and 9.7 apply to any subcontractor that handles Customer Data.

15. Force Majeure

15.1 Neither party is liable for any delay or failure to perform its obligations, other than an obligation to pay, caused by an event beyond its reasonable control. The affected party must notify the other and use reasonable efforts to resume performance.
15.2 If a force majeure event continues for more than 60 days, either party may terminate this Agreement by written notice.

16. Marketing and Use of Marks

16.1 The Customer grants Relait a non-exclusive, royalty-free licence to use the Customer’s name and logo to identify the Customer as a client of Relait, on Relait’s website and in marketing materials.
16.2 Any case study, testimonial or other promotional content naming the Customer requires the Customer’s prior written approval.
16.3 Relait must follow any reasonable brand guidelines the Customer provides and will cease use of the Customer’s marks on the Customer’s written request.

17. Changes to the Terms or Services

17.1 Relait may update these Terms or the Services from time to time. Relait will give the Customer at least 30 days’ written notice of any material change to these Terms, and the change takes effect at the end of that notice period. Continued use of the Services after a change takes effect constitutes acceptance of the updated Terms.
17.2 Relait will not make a change to these Terms that has a material adverse effect on the Customer’s rights during a term without the Customer’s agreement. Where the Deal Sheet states that a particular version of these Terms applies, that version applies for the period stated.

18. Dispute Resolution

18.1 Before commencing proceedings, other than for urgent injunctive relief or recovery of unpaid Fees, a party must notify the other of the dispute in writing, and the parties must attempt in good faith to resolve it through discussion between senior representatives within 20 business days.

19. Notices

19.1 Notices under this Agreement must be in writing and sent to the contact details in the Deal Sheet, or by email to an address each party notifies the other for that purpose. Notice is taken to be received on the next business day after sending if sent by email.

20. Entire Agreement and Order of Precedence

20.1 These Terms, together with the signed Deal Sheet, the EULA and the Privacy Policy, constitute the entire agreement between the parties and supersede all prior negotiations, understandings and agreements, whether written or oral, relating to the Services.
20.2 If there is any conflict or inconsistency between these documents, the following order of precedence applies, highest first:
• the signed Deal Sheet, but only to the extent it expressly varies these Terms for this transaction;
• these Terms;
• the EULA;
• the Privacy Policy.
20.3 The Deal Sheet prevails over these Terms where it expressly states a different term for the transaction, whether commercial or otherwise. In all other respects these Terms govern.

21. Governing Law

21.1 This Agreement is governed by the laws of Western Australia. The parties submit to the exclusive jurisdiction of the courts of Western Australia.

22. General

22.1 If any provision is found to be unenforceable, it is severed and the rest of the Agreement continues in effect.
22.2 A failure or delay in exercising a right is not a waiver of that right.
22.3 This Agreement may be signed in counterparts, including electronically.

Contact
Entity: Relait Pty Ltd, ACN 681 274 760
Address: 45 St Georges Terrace, Perth WA 6000
Email: hello@relait.com.au
Version 2.0, July 2026