CUSTOMER TERMSSaaS Terms of Service

Commercial framework for organisations subscribing to Sanmarris software. These terms are designed to sit behind an executed Order or negotiated customer agreement.

Sanmarris Pty LtdABN 63 661 740 969Draft: 15 August 2026

1. Agreement and orders2. Service and permitted use3. Fees, taxes and payment4. Customer data5. Security and availability6. Intellectual property7. Confidentiality8. Term, suspension and termination9. Warranties and disclaimers10. Liability11. Governing law and notices1. Agreement and orders

These SaaS Terms apply when a customer purchases or uses Sanmarris hosted software, including applicable Connect, Apps, Operate or other subscribed products. The parties may enter an order form, proposal, statement of work or other ordering document (“Order”). An Order, these Terms, the applicable Data Processing Addendum and any expressly incorporated documents form the agreement. If an Order expressly conflicts with these Terms, the Order controls for that Order.

2. Service and permitted use

During the subscription term and subject to payment and the Agreement, Sanmarris grants Customer a limited, non-exclusive, non-transferable right for its authorised users to access and use the subscribed Service for Customer’s internal business purposes. Customer is responsible for authorised users, account credentials, the legality and accuracy of Customer Data, and its use of the Service.

Customer must not reverse engineer the Service except where such restriction is prohibited by law; circumvent security or usage controls; use the Service unlawfully; introduce malicious code; interfere with other customers; or use the Service to infringe third-party rights.

3. Fees, taxes and payment

Fees, billing frequency, included usage, implementation charges and payment terms are specified in the applicable Order. Website pricing is indicative or “from” pricing unless an Order expressly states otherwise. Fees exclude applicable taxes unless stated. Overdue undisputed amounts may result in suspension after reasonable notice, subject to applicable law and the Order.

4. Customer data

As between the parties, Customer retains its rights in Customer Data. Customer authorises Sanmarris to process Customer Data to provide, secure, support and improve the Service, comply with law and otherwise as documented in the Agreement. Where Sanmarris processes personal data on Customer’s behalf, the Data Processing Addendum applies.

Sanmarris may use aggregated or de-identified information that does not identify Customer or individuals to operate, analyse and improve its services, subject to applicable law.

5. Security and availability

Sanmarris will maintain reasonable administrative, technical and organisational safeguards appropriate to the Service and risks. Customer remains responsible for configuring its accounts, user permissions, endpoints and integrations appropriately. Service availability may be affected by scheduled maintenance, emergency maintenance, internet dependencies and third-party services.

6. Intellectual property

Sanmarris and its licensors retain all rights in the Service, software, documentation, designs, methods, know-how and related intellectual property. Customer retains its rights in Customer Data. If Customer provides feedback, Customer grants Sanmarris a perpetual, worldwide, royalty-free right to use that feedback without identifying Customer as its source.

7. Confidentiality

Each party must protect the other party’s non-public information that a reasonable person would understand to be confidential, use it only for the Agreement, and disclose it only to personnel and contractors who need it and are bound by confidentiality obligations. These obligations do not apply to information that is public without breach, already lawfully known, independently developed, or lawfully obtained from another source. Legally compelled disclosure is permitted subject to notice where lawful.

8. Term, suspension and termination

The subscription term is stated in the Order. Renewal terms, if any, are stated there. Either party may terminate for a material breach that remains uncured after reasonable written notice, or where the other party becomes insolvent, subject to applicable law. Sanmarris may suspend access where reasonably necessary to address security threats, unlawful use, material risk to the Service, or overdue undisputed fees.

On termination, access ends. Customer should export required Customer Data before termination. Data return/deletion obligations for personal data are addressed in the DPA and may be subject to backup cycles and legal retention requirements.

9. Warranties and disclaimers

Each party warrants it has authority to enter the Agreement. Sanmarris will provide the Service with reasonable care and skill. Except for warranties that cannot lawfully be excluded, the Service is not warranted to be uninterrupted, error-free or suitable for every Customer requirement. Beta, preview or evaluation features may be provided with additional limitations.

10. Liability

The parties’ liability framework, including any caps and exclusions, should be specified in the Order or negotiated master agreement. To the maximum extent permitted by law, neither party is liable for indirect or consequential loss merely arising from the Agreement. Nothing excludes liability that cannot lawfully be excluded or limited, including applicable statutory consumer rights.

Commercial review required: liability caps, indemnities, insurance requirements, service levels and credits should be agreed with counsel before these Terms are used as a binding enterprise contract.

11. Governing law and notices

Unless the Order states otherwise, the Agreement is governed by the laws applicable in Australia, with the parties submitting to the courts having jurisdiction over Sanmarris and the dispute, subject to mandatory law. Contract notices must be delivered using the notice details stated in the Order.