Standard Terms & Conditions

1. Our Agreement

1.1 Agreement content. The Agreement consists of:

• the Work Order (including any attachments and documents incorporated by reference);
• where Goods are supplied, our Terms of Supply for Goods: https://www.seascapeautonomy.com/terms-of-supply-of-goods;
• for embedded firmware and any downloadable software provided at no additional charge, our Software Licence Terms: https://www.seascapeautonomy.com/software-licence-terms;
• if a manufacturing warranty applies as stated in the Work Order, our Warranty Against Defects: https://www.seascapeautonomy.com/warranty-against-defects; and
• our Defence Export Control Requirements: https://www.seascapeautonomy.com/defence-export-control-requirements;.

1.2 Order of precedence. If there is any inconsistency, the following order applies (highest first):
a) Work Order;

b) linked documents above;

c) these Terms.

1.3 Important disclosures.
a) Export controls: Supply is conditional on your compliance with the Defence Export Control Requirements.

b) Privacy: We handle Personal Information under our Privacy and Credit Information Policy: https://www.seascapeautonomy.com/privacy-policy.

c) Timeframes: Any stated delivery or performance timeframes are estimates.

1.4 ACL preserved. Nothing in the Agreement limits your Consumer Law Rights under the Australian Consumer Law (ACL).

2. Acceptance and Your Obligations

2.1 Acceptance. You accept the Agreement by the earliest of:
a) signing and returning a Quote or Work Order;

b) issuing a purchase order referencing our Work Order;

c) electronic acceptance (including email or web confirmation);

d) instructing us to proceed; or

e) making any payment toward the Fees.

2.2 Co‑operation. You must:
a) comply with all applicable Laws and the Agreement;

b) provide timely access, information, decisions, and approvals; and

c) reimburse our reasonable additional costs to the extent directly caused by your failure to do so.

2.3 Reliance. You acknowledge we may rely on information and instructions you provide and are not responsible for outcomes caused by inaccurate or incomplete inputs, or your chosen third‑party products/services.

3. Supply of Goods and/or Services

3.1 We will supply the Goods and/or Services described in each Work Order in exchange for your payment of the Fees.

3.2 Estimates. Any timeframes are estimates only.

3.3 Export controls. Supply is conditional on your ongoing compliance with the Defence Export Control Requirements and applicable Export Control Laws.

3.4 No financial advice. Information we provide (including specifications, performance data, and integration guidance) is not financial, risk, or due‑diligence advice.

3.5 APIs. Where APIs are provided, you must use them in accordance with our documentation, any usage limits, security requirements, and deprecation notices.

3.6 Third‑party items. You are responsible for any third‑party products or services you procure, their licensing terms, and their performance.

3.7 Variations. Changes to scope or deliverables must be agreed in writing (including via email). We may amend these Terms (including Fees and policies) on 30 days’ written notice. If you reasonably object to a materially adverse change, you may terminate the affected Work Order for convenience before the change takes effect (see clause 12).

4. Work Orders and Quotes

4.1 You may submit supply requests in writing. We may issue a Quote.

4.2 You may accept or reject a Quote.

4.3 Once accepted, a Quote is binding and must be formalised in a Work Order unless we waive that requirement in writing.

4.4 The Agreement prevails over any of your procurement terms unless we expressly agree otherwise in writing (and identify the specific departures).

5. Fees, Invoicing, and Payment

5.1 Fees & expenses. Fees are set out in the Work Order and are payable per the Payment Terms. Reasonable out‑of‑pocket expenses pre‑approved by you (including travel where applicable) will be invoiced at cost.

5.2 Taxes. Fees are exclusive of GST and other taxes unless stated otherwise. You are responsible for taxes in your jurisdiction and must gross‑up payments where withholding applies, so we receive the invoiced amount in full.

5.3 Invoicing & payment. We will invoice in accordance with the Work Order. Payments made for Goods or Services already supplied are non‑refundable (subject to your Consumer Law Rights).

5.4 Late payment. If payment is late, we may:
a) suspend supply and withhold delivery, licences, updates, or support;
b) charge interest at the RBA cash rate + 2% per annum (compounded monthly); and
c) recover our reasonable costs of collection (including legal costs on a solicitor‑client basis).

5.5 Retention of title (Goods). Title to Goods passes only when all amounts due for those Goods are paid in full. Until then, you must: (i) keep the Goods separately identifiable; (ii) not encumber them; and (iii) keep them insured for replacement value. Risk passes on delivery.

5.6 Security interest (PPSA). You grant us a security interest in Goods and proceeds until paid in full and agree we may register on the PPSR. You waive the right to receive certain notices to the extent permitted by the PPSA.

5.7 No set‑off. You must pay amounts due without set‑off or deduction, except where a set‑off is required by Law.

6. Intellectual Property and Materials

6.1 Pre‑existing IP. Each Party retains ownership of its pre‑existing Intellectual Property Rights.

6.2 New materials. All Intellectual Property Rights in any New Materials we create under the Agreement (including software, firmware, documentation, configurations, drawings, models, analytics, and improvements) vest in us upon creation.

6.3 Licence to you. We grant you a non‑exclusive, non‑transferable licence to use Our Materials and New Materials solely for your internal business purposes to receive and use the Goods and/or Services under the Agreement, subject to full payment of Fees and compliance with our Software Licence Terms.

6.4 Your materials. You grant us a non‑exclusive licence to use Your Materials and Your Data as reasonably necessary to perform the Agreement and improve delivery (including telemetry and diagnostics), and to create anonymised and aggregated data for our internal business purposes. We will not identify you in such aggregated data without your written consent.

6.5 Restrictions. Except to the extent permitted by Law, you must not:

a) reverse engineer, decompile, or attempt to derive source code;

b) remove proprietary notices; or

c) use Our Materials to build a competing product or service.

6.6 Survival. This clause survives termination.

7. Confidentiality and Privacy

7.1 Confidentiality. Each Party must keep the other’s Confidential Information confidential and use it only to perform the Agreement, except where disclosure is required by Law, a stock exchange, or to professional advisers bound by confidentiality.

7.2 Privacy. You must comply with applicable Privacy Laws in relation to personal information you provide to us. We handle personal information under our Privacy and Credit Information Policy.

7.3 Data backups. Unless expressly agreed otherwise in a Work Order, you are responsible for backing up Your Data.

7.4 Survival. This clause survives termination.

8. Australian Consumer Law

8.1 Nothing in the Agreement excludes, restricts, or modifies any Consumer Law Rights that cannot lawfully be excluded under the ACL.

8.2 Except as expressly stated in a Work Order, Goods and Services are provided without additional warranties beyond those required by Law. Any Warranty Against Defects applies as set out in the referenced policy and is in addition to (not instead of) your Consumer Law Rights.

9. Liability and Indemnities

9.1 Your indemnities. You indemnify us from and against Liability, losses, and costs we reasonably incur arising directly from:
a) your breach of Export Control Laws or the Defence Export Control Requirements;

b) any regulatory investigation or proceeding connected with your use or onward supply of the Goods/Services;

c) your breach of Privacy Laws in relation to personal information you provide;

d) claims alleging that Your Materials infringe third‑party rights; and

e) your unlawful or negligent use of the Goods/Services.

9.2 Exclusions. Subject to clause 8 (ACL), neither Party is liable for Consequential Loss. We are not liable for delays or failures caused by your acts/omissions, third‑party items, or Force Majeure Events.

9.3 Proportionate liability. Liability is reduced to the extent the other Party (or its personnel) contributed to the relevant loss.

9.4 Cap. Subject to clause 8 (ACL), our total aggregate liability for all claims arising out of or in connection with the Agreement is limited to the greater of:
a) the Fees paid for the relevant Goods/Services giving rise to the claim;

b) AUD $100,000; or

c) insurance proceeds actually recovered in respect of the claim.

9.5 Carve‑outs. The cap does not apply to amounts we are required to pay under the ACL that cannot lawfully be limited, or to our liability for death or personal injury caused by our negligence to the extent such liability cannot be limited by Law.

9.6 Survival. This clause survives termination.

10. Term, Termination, and Effects

10.1 Term. The Agreement begins on the Commencement Date and continues until terminated.

10.2 Convenience termination. Either Party may terminate the Agreement or any Work Order on 30 days’ written notice.

10.3 Immediate termination. A Party may terminate immediately by notice if the other Party:
a) materially breaches the Agreement (and does not remedy within 14 days of notice, if remediable);

b) breaches Export Control Laws or the Defence Export Control Requirements; or

c) is insolvent or subject to an insolvency event.

10.4 Consequences of termination. Upon termination:
a) amounts invoiced and properly due remain payable;

b) payments already made for Goods/Services supplied are non‑refundable (subject to the ACL);

c) for your convenience termination, you must pay any Cancellation Fees stated in the Work Order and our reasonable, directly incurred, non‑recoverable third‑party costs and committed expenses;

d) where title is retained, we may recover Goods and enter your premises on reasonable notice to do so;

e) you must cease use of Our Materials and New Materials not fully paid for; and

f) clauses intended to survive (including 5, 6, 7, 8, 9, 11, and 13) continue.

11. Publicity and Non‑Disparagement

11.1 Publicity. Neither Party may use the other’s name, logo, or trade marks without prior written consent. Reasonable, pre‑approved case studies or references are permitted.

11.2 Non‑disparagement. During the Term, neither Party will make knowingly false or misleading public statements that are likely to materially harm the other’s reputation or goodwill. This does not restrict rights or obligations under Law (including whistleblowing, court or regulatory disclosures, or reviews expressing genuinely held opinions).

11.3 Injunctive relief. A Party may seek injunctive or equitable relief for threatened or actual breach of this clause.

12. Support, Updates, and Changes

12.1 Support. Support is provided only if expressly agreed in a Work Order (or applicable support policy/SLA).

12.2 Free Upgrade Period. For 12 months from purchase of the Goods, firmware updates and fixes for those Goods are provided at no additional charge (unless stated otherwise).

12.3 Policy/Terms changes. We may amend these Terms (including Fees and policies) on 30 days’ written notice. If you reasonably object to a materially adverse change, you may terminate the affected Work Order for convenience before the change takes effect, paying for Goods/Services supplied and any applicable Cancellation Fees.

13. General

13.1 Amendments. Must be in writing and agreed by both Parties, subject to clause 12.3.

13.2 Assignment & subcontracting. We may assign rights to our related bodies corporate and may subcontract, remaining responsible for our subcontractors’ acts/omissions. We may assign receivables (debts). You must not assign without our consent (not to be unreasonably withheld).

13.3 Disputes. The Parties will negotiate in good faith. If unresolved within 20 Business Days, disputes (for Australia) proceed to mediation in Australia; for international matters, to arbitration under rules agreed by the Parties. Either Party may seek urgent interlocutory relief.

13.4 Electronic signatures. Electronic acceptance and signatures are valid.

13.5 Force Majeure. Where a Party is prevented from performing due to a Force Majeure Event, its affected obligations (other than payment) are suspended for the duration, and time for performance is extended.

13.6 Anti‑bribery & modern slavery. Each Party will comply with applicable anti‑bribery and modern slavery Laws and maintain reasonable controls to prevent violations.

13.7 Notices. Notices must be sent to the addresses in the Work Order by post or email and are deemed received in accordance with Law.

13.8 No partnership. Nothing creates a partnership, joint venture, or agency.

13.9 Severability. If any provision is unenforceable, it will be modified to the minimum extent necessary to make it enforceable; the rest remains effective.

13.10 No waiver. A failure to enforce a right is not a waiver.

13.11 Entire agreement. The Agreement is the entire agreement about its subject matter and supersedes prior proposals, representations, and agreements.

13.12 Governing law. New South Wales, Australia. The UN Convention on Contracts for the International Sale of Goods does not apply.

Definitions

• ACL / Australian Consumer Law means Schedule 2 to the Competition and Consumer Act 2010 (Cth), as amended.
• Agreement has the meaning in clause 1.1.
• Business Day means a day banks are open in Sydney, NSW (excluding weekends and public holidays), or, for off‑site support, a banking day in the relevant time zone specified in the Work Order.
• Cancellation Fees means any fees stated in the Work Order that apply if you terminate for convenience, and our reasonable non‑recoverable third‑party costs and committed expenses.
• Commencement Date means the date you accept the Agreement under clause 2.1.
• Consequential Loss includes indirect or special loss, loss of profit, revenue, opportunity, goodwill, savings, reputation, use, or data. Your obligation to pay Fees is not Consequential Loss.
• Consumer Law Rights means any non‑excludable rights under the ACL.
• Defence Export Control Requirements means the export control obligations referenced in clause 1.1.
• Export Control Laws includes the Defence Trade Controls Act 2012 (Cth) and related instruments, and any other applicable export, import, or sanctions laws.
• Fees means the amounts payable under each Work Order, including taxes unless stated otherwise.
• Firmware means software embedded in the Goods.
• Force Majeure Event means an event beyond a Party’s reasonable control, including natural disasters, war, terrorism, cyberattacks not caused by the affected Party’s breach, pandemic, government actions, utility failures, or industrial disputes where the disputing workforce is not under the affected Party’s direct control.
• Goods means items supplied under a Work Order, including embedded Firmware.
• Intellectual Property Rights means present and future rights in copyright, patents, trade marks, designs, trade secrets, know‑how, software, databases, and related rights, anywhere in the world.
• Laws means applicable laws, regulations, and mandatory standards.
• Liability means any loss, damage, cost, expense, claim, or proceeding of any kind, whether in contract, tort (including negligence), statute, or otherwise.
• New Materials has the meaning in clause 6.2.
• Our Materials means all materials and IP owned by or licensed to us.
• Personal Information has the meaning given in applicable Privacy Laws.
• PPSA means the Personal Property Securities Act 2009 (Cth).
• Privacy Laws means applicable privacy and data protection laws.
• RBA means the Reserve Bank of Australia.
• Services means services described in a Work Order (including support if purchased).
• Term means the duration of the Agreement or a Work Order, as applicable.
• Work Order means a written statement of work or order for Goods and/or Services.
• Your Data / Your Materials means data and materials you provide to us under the Agreement.

Contact

For questions about these Terms, contact: support@seascapeautonomy.com**

These Terms were last updated on 27 February 2026.