Terms of Use

Last Updated: 12 February 2026

1. About the Application

Onsite FM Pty Ltd (ABN: 72668055338) (“we”, “us”, “our”, “Provider”) provides a building-management software solution (“Application” or “Services”). Access to the Application is provided either via an executed Order Form or through registration on our website. By using the Application, you (“Customer”, “you”, “your”) agree to be bound by these Terms of Use (“Terms”, “Agreement”).

1.1 Definitions

“Aggregated Data” means data derived from Customer Data that has been combined with data from other customers, anonymised, and processed such that: (a) no individual customer can be identified; (b) no Personal Information is included; and (c) it cannot be reverse-engineered to identify any individual or entity.

“Customer Data” means all data, content, and information submitted, uploaded, or created by Customer or its Authorised Users within the Application.

“Authorised Users” means Customer’s employees, contractors, and agents who are authorised to access the Application under Customer’s subscription.

“Confidential Information” means all non-public information disclosed by one party to the other, including business plans, technical data, customer information, and pricing.

“Personal Information” has the meaning given in the Privacy Act 1988 (Cth).

“Effective Date” means the date specified in the Order Form or, if no Order Form exists, the date Customer first accesses the Application.

2. Subscription Term & Payment

2.1 Initial Term & Renewal

Initial Term: Commences on the Effective Date for the duration specified in the Order Form (or if none specified, on a month-to-month basis).

Automatic Renewal: The subscription automatically renews for successive periods equal in duration to the Initial Term unless either party provides written notice of non-renewal at least 30 days prior to the end of the current term.

2.2 Fees & Payment

Fees: All fees are payable in advance based on the Billing Cycle specified in the Order Form. Fees are non-refundable except as expressly provided in these Terms.

Late Payment: If any payment is 14 days overdue, we may suspend access to the Application. We will provide at least 7 days’ written notice via email before suspension occurs.

Fee Increases: We may increase fees upon renewal by providing at least 60 days’ written notice. If Customer does not accept the increase, Customer may terminate the subscription by providing written notice before the renewal date.

Taxes: All fees are exclusive of taxes, duties, or levies. Customer is responsible for all applicable taxes except those based on Provider’s net income.

2.3 Suspension for Non-Payment

We are not liable for any loss, damage, or data loss resulting from suspension due to non-payment. Access will be restored within 24 hours of receipt of all outstanding payments. If payment remains outstanding for more than 30 days after suspension, we may terminate the subscription and delete Customer Data in accordance with Section 5.5.

3. Service Levels & Support

3.1 Uptime Commitment

Target Uptime: We will use commercially reasonable efforts to maintain an Uptime Percentage of 99.5% during any monthly billing cycle, measured as the percentage of time the Application is available and accessible.

Excluded Downtime: The following do not count against the Uptime Percentage:

• Scheduled maintenance (provided at least 24 hours’ notice is given, limited to 4 hours per month)
• Force Majeure Events (as defined in Section 12)
• Issues caused by Customer’s internet connectivity, equipment, or software
• Downtime resulting from Customer’s misuse or breach of these Terms

3.2 Service Credits

If we fail to meet the 99.5% Uptime Commitment in any monthly billing cycle (excluding Excluded Downtime), Customer may request a service credit as follows:

Claims: Service credits must be requested in writing within 30 days of the end of the affected billing cycle. Service credits are Customer’s sole remedy for our failure to meet the Uptime Commitment and will be applied as a credit against future invoices.

3.3 Support

Support Hours: Technical support is provided during standard business hours (9:00 AM – 5:00 PM, Monday to Friday, Australian Eastern Standard/Daylight Time, excluding Australian national public holidays).

Support Channels: Support is available via email at support@onsite.fm and through the in-application support portal.

Response Times: We will use reasonable efforts to respond to support requests within one business day.

3.4 Feature Changes and Deprecation

Feature Modifications: Provider reserves the right to modify, enhance, or discontinue features of the Application at any time as part of ongoing product development and improvement.

Deprecation Notice: If Provider intends to remove or substantially reduce the functionality of a material feature that Customer is actively using, Provider will provide at least 90 days’ advance notice via email or in-application notification. For purposes of this section, “material feature” means a core feature listed in the product documentation or marketing materials at the time of Customer’s subscription.

Minor Changes: Notice under this section is not required for: (a) bug fixes; (b) security updates; (c) minor UI/UX improvements; (d) performance optimizations; (e) features in beta or preview status; or (f) features used by fewer than 5% of active customers.

No Liability for Changes: Provider shall not be liable for any losses or damages resulting from feature modifications, enhancements, or deprecations, provided that advance notice is given where required under this section.

4. Acceptable Use Policy

4.1 Permitted Use

The Services are intended solely for lawful building management and strata entity operations. Customer agrees to use the Services only for their intended purpose.

4.2 Prohibited Activities

Customer shall not, and shall not permit Authorised Users to:

• Use the Services for any unlawful purpose or in violation of any applicable law or regulation;
• Attempt to gain unauthorised access to the Application or related systems;
• Introduce viruses, malware, or other malicious code;
• Reverse engineer, decompile, or disassemble the Application;
• Copy, modify, or create derivative works of the Application;
• Use the Services to transmit spam, phishing attempts, or unsolicited communications;
• Scrape, harvest, or collect data about other users without authorization;
• Overload or impair the infrastructure of the Services through excessive requests;
• Sublicense, resell, or provide access to the Services to third parties (except Authorised Users);
• Remove or obscure any proprietary notices or labels;
• Use the Services to store or transmit defamatory, harassing, or offensive content; or
• Impersonate another person or entity.

4.3 Competitive Use Restriction

Customer warrants that it is not a direct competitor of Onsite FM Pty Ltd engaged in developing, marketing, or selling building management or strata management software solutions, and is not accessing the Services for purposes of competitive analysis, benchmarking (other than for internal evaluation), or developing competing products. For clarity, this restriction does not apply to:

• Building managers or strata entities who use competing products
• Consultants or service providers who recommend or implement various software solutions for clients
• Investors or advisors conducting due diligence

If Customer becomes a direct competitor during the Subscription Term, Customer must immediately notify Provider and Provider may terminate the subscription with 30 days’ notice.

5. Data Rights, Privacy & AI

5.1 Customer Data Ownership

Customer retains all rights, title, and ownership of Customer Data. Customer grants Provider a limited, non-exclusive license to host, copy, transmit, and display Customer Data solely to provide the Services.

5.2 Privacy & Security

Our collection, use, and disclosure of Personal Information is governed by our Privacy Policy, available on our website. We implement industry-standard security measures to protect Customer Data, including encryption in transit and at rest, access controls, and regular security assessments.

5.2(a) Security Acknowledgment

Customer acknowledges that no security measures are 100% effective and that Provider cannot guarantee absolute security against all possible threats. Provider maintains backup systems for disaster recovery purposes; however, Customer is encouraged to export their data regularly for their own records.

5.2(b) Shared Security Responsibility

Security is a shared responsibility between Provider and Customer. While Provider is responsible for the security of the Application infrastructure, Customer is responsible for security of their use of the Application, including:

(a) Maintaining strong, unique passwords and implementing multi-factor authentication where available;

(b) Properly managing and promptly revoking access for Authorised Users who no longer require access;

(c) Ensuring Authorised Users comply with these Terms and applicable security policies;

(d) Promptly reporting suspected security incidents, unauthorized access, or compromised credentials to Provider;

(e) Protecting their own systems, networks, and devices used to access the Application from malware and compromise;

(f) Not sharing login credentials or allowing unauthorized access to their account; and

(g) Reviewing and configuring privacy and security settings within the Application appropriately for their needs.

Customer acknowledges that Provider’s security measures cannot protect against security incidents caused by Customer’s failure to fulfill these responsibilities.

5.3 Aggregated Data Use

Aggregated Data License: Unless Customer opts out as provided below, Customer grants Provider a perpetual, irrevocable, worldwide, royalty-free license to use Aggregated Data to develop, improve, and train our software, algorithms, and AI models.

De-identification Process: We ensure that Aggregated Data is:

• Stripped of all Personal Information as defined by the Privacy Act 1988 (Cth)
• Combined with data from multiple customers such that no individual customer can be identified
• Processed to remove unique identifiers, timestamps, and other information that could enable re-identification
• Tested to confirm it cannot be reverse-engineered to identify Customer or any individual

Examples of Aggregated Data Use: We may use Aggregated Data to:

• Identify industry trends and benchmarks
• Improve predictive maintenance algorithms
• Develop new features based on usage patterns
• Train AI models for automated recommendations

Opt-Out Right: Customer may opt out of the Aggregated Data license by emailing support@onsite.fm with the subject line “AI Training Opt-Out.” Opting out will not affect Customer’s use of the Services. Opt-out takes effect within 30 days and applies prospectively only.

5.4 Data Export

Customer may export Customer Data at any time during an active Subscription Term using the platform’s export tools. Exports are available in XLSX format. Exported data is provided for Customer’s records and archival purposes; the export format is not designed for re-import into the Application.

5.5 Data Retention Upon Termination

Grace Period: Upon termination or expiry of the Subscription Term, Customer will have a 30-day grace period to export all Customer Data. During this period, Customer will have read-only access to the Application.

Extended Retention (Optional): For an additional fee, Customer may request extended data retention for up to 90 additional days.

Deletion: Following the grace period (or extended retention period if purchased), we will delete all Customer Data from our production systems within 30 days. We may retain Aggregated Data and backup copies for disaster recovery purposes for up to 12 months, after which all copies will be permanently deleted.

Statutory Obligations: Notwithstanding the above, we may retain Customer Data as required by law or legal process.

6. Intellectual Property

6.1 Provider IP

Provider retains all rights, title, and ownership of the Application, including all software, algorithms, designs, trademarks, documentation, and related intellectual property. These Terms do not transfer any ownership rights to Customer.

6.2 Feedback

If Customer provides suggestions, feedback, or ideas regarding the Application (“Feedback”), Provider may use such Feedback without restriction or obligation to Customer. Customer hereby assigns all rights in Feedback to Provider.

6.3 Custom Developments

Any custom features, integrations, or modifications developed specifically for Customer under a separate statement of work remain the intellectual property of Provider unless expressly agreed otherwise in writing. Customer receives a license to use such custom developments as part of the Services during the Subscription Term.

6.4 Marketing and Reference Rights

(a) Use of Customer Name and Logo: Customer grants Provider a non-exclusive, royalty-free license to use Customer’s name, logo, and trademark in Provider’s marketing materials, website customer lists, presentations, and promotional materials to identify Customer as a user of the Services.

(b) Case Studies and Testimonials: Provider may request Customer’s participation in case studies, testimonials, or other marketing content. Any such participation requires Customer’s prior written approval of the specific content before publication.

(c) Opt-Out Right: Customer may opt out of the license granted in subsection (a) at any time by sending written notice to support@onsite.fm with the subject line “Marketing Opt-Out.” Upon receipt of such notice, Provider will cease using Customer’s name and logo in new marketing materials within 30 days, though Provider may continue to use existing materials already in distribution for up to 90 days.

(d) Limitations: Provider will not:

• Imply any endorsement by Customer beyond Customer’s status as a user of the Services;
• Disclose confidential details about Customer’s use of the Services without prior written consent;
• Use Customer’s name or logo in a manner that disparages or misrepresents Customer; or
• Suggest any partnership, joint venture, or affiliation beyond the customer relationship.

(e) Survival: The restrictions in subsection (d) survive termination of this Agreement. Provider will cease all use of Customer’s name and logo within 30 days following termination, except for archival copies and legally required disclosures.

7. Confidentiality

7.1 Obligations

Each party agrees to:

• Maintain the confidentiality of the other party’s Confidential Information;
• Use Confidential Information solely to perform its obligations under this Agreement;
• Limit disclosure to employees and contractors with a need to know; and
• Protect Confidential Information with the same degree of care used for its own confidential information, but not less than reasonable care.

7.2 Exceptions

Confidential Information does not include information that:

• Is or becomes publicly available through no breach of this Agreement;
• Was rightfully known prior to disclosure;
• Is independently developed without use of Confidential Information; or
• Is rightfully received from a third party without confidentiality restrictions.

7.3 Compelled Disclosure

A party may disclose Confidential Information if required by law or court order, provided it gives reasonable advance notice to allow the other party to seek protective measures.

8. Warranties & Disclaimers

8.1 Provider Warranties

We warrant that:

• We have the right to provide the Services;
• The Services will perform materially in accordance with the documentation; and
• We will comply with applicable laws in providing the Services.

8.2 Customer Warranties

Customer warrants that:

• It has the right to provide all Customer Data to Provider;
• Customer Data does not infringe third-party rights;
• It will comply with all applicable laws in using the Services; and
• All registration information provided is accurate and current.

8.3 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 8.1, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

Where statutory guarantees under the Australian Consumer Law cannot be excluded, our liability for breach is limited as set out in Section 9.

9. Limitation of Liability

9.1 Liability Cap

Total Aggregate Liability: To the maximum extent permitted by law, each party’s total aggregate liability for any and all claims arising out of or related to this Agreement (whether in contract, tort including negligence, or otherwise) is limited to the total fees paid by Customer in the 12 months immediately preceding the event giving rise to the liability.

9.2 Excluded Damages

No Consequential Loss: Neither party shall be liable for any indirect, incidental, special, punitive, or consequential damages, including:

• Loss of profits, revenue, or savings
• Loss of data (except as provided in Section 9.4)
• Loss of business opportunity or goodwill
• Cost of substitute services
• Reputational damage

9.3 Exceptions to Limitations

The limitations in Sections 9.1 and 9.2 do not apply to:

• Either party’s indemnification obligations under Section 9.5;
• Breaches of confidentiality obligations under Section 7;
• Either party’s gross negligence, willful misconduct, or fraud;
• Customer’s payment obligations;
• Breaches of Section 4.2 (Prohibited Activities) or Section 5.1 (unauthorised use of Customer Data);
• Data breaches involving Personal Information caused by Provider’s failure to implement reasonable security measures; or
• Liability that cannot be excluded or limited under applicable law.

9.4 Data Loss Liability

If Customer Data is lost or corrupted due to our negligence and cannot be restored from Customer’s own backups, our liability is limited to using commercially reasonable efforts to restore the data from our backup systems. If restoration is not possible, our liability shall not exceed the pro-rata fees paid for the period during which the data loss occurred.

9.5 Indemnification

By Customer: Customer will indemnify, defend, and hold harmless Provider from claims arising from: (a) Customer Data; (b) Customer’s breach of these Terms; or (c) Customer’s violation of applicable laws.

By Provider: Provider will indemnify, defend, and hold harmless Customer from claims that the Application infringes a third party’s intellectual property rights, provided that: (a) Customer promptly notifies Provider of the claim; (b) Provider has sole control of the defense and settlement; and (c) Customer reasonably cooperates. If the Application is found to infringe, Provider may (at its option): (i) obtain rights for continued use; (ii) replace or modify the Application to be non-infringing; or (iii) terminate the subscription and refund pre-paid fees for the unused portion.

9.6 Statutory Guarantees

Where a statutory guarantee under the Australian Consumer Law or other law cannot be excluded, our liability for breach of such guarantee is limited (at our option) to:

• Re-supply of the Services; or
• Payment of the cost of having the Services re-supplied.

10. Insurance

We maintain professional indemnity (Errors & Omissions) insurance. Proof of insurance will be provided upon reasonable request. The existence of this insurance does not waive, override, or increase the Limitation of Liability set out in Section 9.

11. Term & Termination

11.1 Term

This Agreement commences on the Effective Date and continues for the Initial Term, and thereafter for successive renewal terms, unless terminated in accordance with this Section 11.

11.2 Termination for Convenience

Either party may terminate this Agreement for convenience by providing written notice at least 30 days prior to the end of the then-current term. No refund of pre-paid fees will be provided for termination for convenience.

11.3 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if:

• The other party materially breaches this Agreement and fails to cure within 14 days of receiving written notice; or
• The other party becomes insolvent, enters bankruptcy or liquidation, or ceases business operations.

Provider may additionally terminate immediately if:

• Customer’s account remains suspended for non-payment for more than 30 days;
• Customer breaches Section 4.2 (Prohibited Activities); or
• Customer breaches Section 4.3 (Competitive Use Restriction).

11.4 Effect of Termination

Upon termination:

• Customer’s access to the Application will be revoked (subject to the grace period in Section 5.5);
• Customer must immediately cease all use of the Application;
• Each party must return or destroy the other party’s Confidential Information (except as required by law or for archival purposes);
• All unpaid fees become immediately due and payable; and
• Sections 5.1, 5.3, 6, 7, 8.3, 9, 12, and 14 survive termination.

11.5 Refunds

Except as expressly provided in Section 9.5 (Provider IP indemnity) or Section 12.2 (Extended Force Majeure), or as required by law, no refunds will be provided upon termination for any reason. Provider may, at its sole discretion, issue refunds on a case-by-case basis, but any such refund does not establish a precedent or create an obligation for future refunds.

12. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations (other than payment obligations) caused by a Force Majeure Event.

“Force Majeure Event” means circumstances beyond a party’s reasonable control, including:

• Acts of God (earthquakes, floods, fires, storms)
• War, terrorism, or civil unrest
• Government orders, restrictions, or interventions
• Pandemics or epidemics
• Labor disputes or strikes (not involving the party’s own employees)
• Cyber-attacks, DDoS attacks, or data center failures
• Failure of upstream infrastructure providers (cloud hosting, telecommunications, DNS providers, third-party APIs) despite the affected party having backup or redundancy measures in place

12.1 Notice & Mitigation

The affected party must: (a) promptly notify the other party of the Force Majeure Event; (b) use reasonable efforts to mitigate the impact; and (c) resume performance as soon as reasonably practicable.

12.2 Extended Force Majeure

If a Force Majeure Event prevents Provider from providing the Services for more than 15 consecutive days, Customer may terminate this Agreement without penalty and receive a pro-rata refund of pre-paid fees for the unused portion of the Subscription Term.

13. Assignment

Customer may not assign, transfer, or delegate this Agreement or any rights hereunder without Provider’s prior written consent. Provider may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets. Any attempted assignment in violation of this section is void.

14. General Provisions

14.1 Entire Agreement

This Agreement, together with the Order Form and Privacy Policy, constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, and communications regarding its subject matter.

14.2 Amendments

We may modify these Terms by providing 30 days’ notice via email or by posting the updated Terms on our website. Continued use of the Services after the effective date constitutes acceptance. If Customer does not agree to the modifications, Customer may terminate the subscription as provided in Section 11.2.

14.3 Waiver

No waiver of any provision of this Agreement shall be deemed or constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver.

14.4 Severability

If any provision of this Agreement is held invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

14.5 Notices

All notices must be in writing and sent to the addresses specified in the Order Form (or if none, the email address associated with Customer’s account). Notices are deemed received: (a) when delivered personally; (b) one business day after sending via email; or (c) three business days after posting via registered mail.

14.6 Relationship of Parties

The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, or employment relationship.

14.7 Third-Party Beneficiaries

This Agreement does not confer any rights upon any person or entity other than the parties and their permitted successors and assigns.

14.8 Governing Law & Jurisdiction

This Agreement is governed by the laws of New South Wales, Australia, without regard to conflict of law principles. The parties irrevocably submit to the exclusive jurisdiction of the courts of New South Wales and any courts competent to hear appeals therefrom.

14.9 Counterparts

This Agreement (including Order Forms) may be executed in counterparts, including electronic signatures, each of which shall be deemed an original and all of which together shall constitute one agreement.