Remunera Terms and Conditions

Effective date: March 1, 2026

These Terms and Conditions govern access to and use of the Remunera platform, website, applications, reports, data, artificial intelligence tools and related services.

By creating an account, accepting an Order Form, purchasing a Subscription, clicking an acceptance button or accessing or using the Services, you agree to be bound by these Terms.

If you access or use the Services on behalf of a company, employer or other organisation, you represent that you have authority to bind that organisation. In that case, references to “Customer”, “you” and “your” are references to that organisation.

If you do not agree to these Terms, you must not access or use the Services.

1. About Remunera

The Services are provided by Remunera PTY LTD, trading as Remunera, ABN 42 681 707 764.

In these Terms:

- Remunera, we, us and our mean the Remunera legal entity identified above. - Customer, you and your mean the person or organisation that creates an account, purchases a Subscription or enters into an Order Form with Remunera. - Authorised User means an employee, contractor, adviser or other individual whom the Customer authorises to use the Services. - Services means the Remunera platform, software, website, applications, reports, support services and associated functionality made available by Remunera. - Subscription means the right to access and use specified Services for an agreed Subscription Term. - Order Form means an ordering document, proposal, online checkout page, statement of work or other written agreement describing the Services purchased by the Customer. - Subscription Term means the subscription period identified in the relevant Order Form or selected during online checkout. - Customer Data means information, documents, files and other data submitted to the Services by or on behalf of the Customer or its Authorised Users. - Employee Data means Customer Data relating to an employee, former employee, contractor, job applicant or other member of the Customer’s workforce. - Personal Information has the meaning given in the Privacy Act 1988 (Cth). - Sensitive Information has the meaning given in the Privacy Act 1988 (Cth). - Benchmark Data means remuneration, job, workforce, market, industry and related information made available through the Services, including information derived from licensed sources, public sources, Remunera research and appropriately aggregated or de-identified customer information. - Outputs means reports, estimates, role matches, job evaluations, recommendations, visualisations, calculations, career progression information and other results generated through the Services. - De-identified Data means data that has been aggregated, anonymised or otherwise processed so that it is not reasonably capable of identifying an individual or Customer.

2. Agreement structure

The agreement between Remunera and the Customer consists of:

1. the applicable Order Form;
2. any data processing agreement, service level agreement or statement of work expressly incorporated into the Order Form;
3. these Terms;
4. the Remunera Privacy Policy; and
5. any policies or product-specific terms expressly incorporated by reference.

If there is an inconsistency, the documents apply in the order listed above, unless a document expressly states otherwise.

A purchase order issued by the Customer is for administrative purposes only. Any additional or inconsistent terms in a Customer purchase order do not amend this agreement unless Remunera expressly agrees to them in writing.

3. Eligibility and authority

You may create an account and use the Services only if:

- you are at least 18 years old; - you are legally capable of entering into a binding agreement; - the information you provide is accurate and complete; and - where you act for an organisation, you have authority to bind that organisation.

The Services are intended principally for business and professional use. They are not intended for personal, family or household use.

4. Customer accounts

4.1 Organisation account

The Customer may create an organisation account and invite Authorised Users to access it.

The Customer is responsible for:

- selecting appropriate account administrators; - granting and removing user permissions; - ensuring that access levels are appropriate; - maintaining accurate account information; - promptly removing access when an Authorised User no longer requires it; and - all activity conducted through its organisation account, except to the extent caused by Remunera’s breach of this agreement.

4.2 Account administrators

An account administrator may be able to:

- invite and remove Authorised Users; - view account activity; - access Customer Data and Outputs; - manage permissions; - manage billing and Subscription settings; and - make decisions that bind the Customer.

The Customer is responsible for the actions of its account administrators.

4.3 Account security

Each Authorised User must keep their login credentials confidential and must not share an individual account with another person.

The Customer must promptly notify Remunera at contact@remunera.com.au if it becomes aware of:

- unauthorised account access; - compromised credentials; - suspected misuse of the Services; or - any security incident affecting its account.

Remunera may require password resets, multi-factor authentication or other reasonable security controls.

4.4 Unauthorised use

The Customer is responsible for taking reasonable steps to prevent unauthorised access through its systems, devices and identity management arrangements.

The Customer is not responsible for unauthorised activity caused directly by a failure of Remunera’s security controls or a breach of this agreement by Remunera.

5. Access to the Services

Subject to payment of applicable Fees and compliance with this agreement, Remunera grants the Customer a limited, non-exclusive, non-transferable and non-sublicensable right during the Subscription Term to:

- access and use the Services for the Customer’s internal business purposes; - permit its Authorised Users to access the Services; - generate, download and internally distribute Outputs; and - use Outputs to support remuneration, workforce, job architecture, performance, career and related business decisions.

This right does not transfer ownership of the Services, Benchmark Data, Remunera methodologies or Remunera Intellectual Property to the Customer.

The Customer may not provide access to the Services to a related entity, client, external adviser or other third party unless:

- the applicable Subscription permits that access; - the person is an Authorised User acting for the Customer; or - Remunera agrees in writing.

6. Subscription plans and usage limits

Features, data access, support levels, storage, authorised user numbers, report volumes, integrations and other usage limits depend on the Customer’s active Subscription plan.

The applicable entitlements may be described in:

- an Order Form; - a proposal; - the Remunera pricing page; - the Customer’s account; - an in-platform plan description; or - other written communication from Remunera.

The Customer must not circumvent or attempt to circumvent plan restrictions, usage limits, access controls or technical safeguards.

If the Customer exceeds an applicable limit, Remunera may:

- notify the Customer; - request that the Customer reduce its usage; - charge an agreed overage fee; - require an upgrade to an appropriate plan; or - temporarily limit the affected functionality where reasonably necessary.

Remunera will not impose an unagreed material additional charge without first notifying the Customer and obtaining agreement or giving the Customer a reasonable opportunity to reduce its usage.

7. Permitted use

The Customer may use the Services for legitimate internal business activities, including:

- salary and remuneration benchmarking; - job evaluation and job matching; - salary review planning; - pay equity analysis; - remuneration governance; - workforce reward analysis; - job architecture development; - career and progression framework design; - performance and competency framework support; - workforce planning; - preparation of internal reports and recommendations; and - other purposes expressly supported by the Services.

The Customer remains responsible for determining whether a particular use is appropriate and lawful.

8. Prohibited use

The Customer and its Authorised Users must not:

1. use the Services unlawfully, fraudulently or deceptively;
2. upload material that infringes another person’s rights;
3. upload malicious code, viruses, ransomware or harmful software;
4. interfere with the security, integrity or operation of the Services;
5. attempt to gain unauthorised access to an account, system or network;
6. bypass usage limits, authentication controls or technical restrictions;
7. reverse engineer, decompile or disassemble the Services, except to the limited extent that applicable law does not permit that restriction;
8. scrape, systematically extract or harvest Benchmark Data;
9. use the Services or Benchmark Data to create or improve a competing salary survey, remuneration database, job evaluation system or substantially similar commercial product;
10. resell, sublicense, distribute or commercialise the Services or Benchmark Data unless expressly authorised in writing;
11. attempt to identify another Remunera customer, employee, organisation or data contributor from aggregated Benchmark Data;
12. upload information that the Customer does not have the right or authority to use;
13. upload tax file numbers, bank account details, identity documents, medical records or other highly sensitive information unless the relevant feature expressly requires and supports that information;
14. use Outputs as the sole basis for a decision that may materially affect an individual without appropriate human review;
15. use the Services to discriminate unlawfully or facilitate unlawful workplace practices;
16. misrepresent an Output as a guarantee, formal valuation, legal determination or independent professional opinion;
17. use automated methods to access the Services except through an API or integration expressly authorised by Remunera; or
18. assist another person to do any of the above.

9. Customer Data

9.1 Ownership

As between the parties, the Customer retains all ownership rights in Customer Data.

Remunera does not acquire ownership of Customer Data merely because it is uploaded to or processed through the Services.

9.2 Licence to process Customer Data

The Customer grants Remunera a worldwide, non-exclusive licence during the agreement to host, copy, process, transmit, display, modify and otherwise use Customer Data only to the extent reasonably necessary to:

- provide and support the Services; - generate requested Outputs; - maintain security and prevent fraud; - troubleshoot and improve service performance; - comply with the Customer’s instructions; - comply with applicable law; and - exercise Remunera’s rights and obligations under this agreement.

This licence continues after termination only to the limited extent necessary to meet legal, backup, security and data-deletion obligations.

9.3 Customer responsibility for data

The Customer represents and warrants that:

- it has all rights, authorities, notices, consents and lawful bases required to provide Customer Data to Remunera; - Remunera’s processing of Customer Data in accordance with this agreement will not infringe another person’s rights; - Customer Data has been collected and disclosed lawfully; - it has provided any notices required to employees and other affected individuals; - its instructions to Remunera comply with applicable law; and - Customer Data is reasonably accurate, relevant and appropriate for the Customer’s intended use.

9.4 Data quality

Outputs depend on the quality, completeness and accuracy of Customer Data.

The Customer is responsible for:

- reviewing imported information; - correcting errors; - maintaining accurate job and employee information; - checking units, currencies, dates and classifications; and - validating Outputs before relying on them.

Remunera is not responsible for an inaccurate Output to the extent the inaccuracy is caused by incomplete, inaccurate, outdated or improperly classified Customer Data.

9.5 Data backups

Remunera will maintain backups and business continuity measures that it considers reasonable having regard to the nature of the Services and the Customer’s plan.

Unless an Order Form expressly states otherwise, the Services are not the Customer’s sole recordkeeping or archival system. The Customer should maintain appropriate copies of information it is legally or operationally required to retain.

10. Employee Data and privacy responsibilities

10.1 Customer responsibilities

The Customer determines:

- which Employee Data is submitted; - why that data is processed; - which Authorised Users may access it; - how Outputs are used; and - how long the Customer requires the information.

The Customer is responsible for ensuring that its collection, use, disclosure and retention of Employee Data complies with:

- privacy laws; - employment and workplace laws; - industrial instruments; - anti-discrimination laws; - recordkeeping obligations; - internal policies; and - any notice, consultation or consent requirements applying to the Customer.

10.2 Remunera’s processing role

When Remunera processes Employee Data to provide the Services, Remunera will:

- process the data for the purposes described in this agreement and the Privacy Policy; - follow the Customer’s documented and lawful instructions; - limit access to personnel and service providers who reasonably require it; - maintain reasonable security controls; - assist the Customer with reasonable privacy-related requests where appropriate; and - notify the Customer of a confirmed security incident as described in section 15.

10.3 Sensitive Information

The Customer must not submit Sensitive Information unless:

- the relevant Service feature is specifically designed to process it; - the Customer has informed Remunera of the intended use where reasonably required; - the Customer has a lawful basis to collect and disclose it; and - appropriate safeguards have been implemented.

Remunera may reject, quarantine or delete unsupported Sensitive Information where reasonably necessary to protect individuals or the Services.

10.4 Data processing agreement

Where reasonably required by applicable privacy law or an enterprise procurement process, the parties may enter into a separate data processing agreement.

11. De-identified and aggregated data

Remunera may create De-identified Data from Customer Data, usage information and Outputs.

Remunera may use De-identified Data to:

- develop and improve the Services; - improve job matching and benchmarking methodologies; - calculate market trends; - test and validate models; - prepare industry insights; - measure product performance; - conduct research and statistical analysis; and - create aggregated Benchmark Data.

Remunera will not intentionally publish De-identified Data in a manner that identifies the Customer or an individual.

Remunera will apply reasonable aggregation, suppression and de-identification controls having regard to:

- the size of the relevant cohort; - the nature and sensitivity of the information; - the risk of re-identification; - the intended audience; and - applicable legal and contractual obligations.

Where a cohort is insufficient to support an appropriately aggregated result, Remunera may:

- suppress the result; - widen the comparison group; - combine categories; - provide a range rather than an exact value; or - advise that insufficient data is available.

The Customer must not attempt to re-identify any person or organisation from De-identified Data or Benchmark Data.

12. Benchmark Data

12.1 Sources

Benchmark Data may be derived from:

- third-party licensed datasets; - publicly available information; - government and industry sources; - Remunera research; - confidential remuneration studies; - customer-contributed information; - aggregated or de-identified data; and - statistical estimates or modelling.

12.2 Nature of Benchmark Data

Benchmark Data is provided as decision-support information.

Remuneration markets can vary according to factors including:

- job responsibilities; - organisation size; - industry; - location; - ownership structure; - workforce composition; - seniority; - experience; - performance; - labour-market conditions; - data collection periods; and - the availability and quality of comparable roles.

Benchmark Data may not represent every employer, role, sector, location or remuneration arrangement.

12.3 Licensed data restrictions

Some Benchmark Data may be subject to restrictions imposed by third-party data providers.

The Customer must comply with any restrictions identified in an Order Form, report, data label or written notice, including restrictions concerning:

- copying; - publication; - external distribution; - attribution; - extraction; - resale; - data retention; and - use for commercial benchmarking services.

12.4 Confidential contributors

Remunera will not knowingly disclose identifiable confidential information contributed by another customer except:

- with that customer’s permission; - in appropriately aggregated or de-identified form; - where required by law; or - as otherwise expressly permitted under the relevant data contribution agreement.

13. Artificial intelligence and automated Outputs

13.1 Use of artificial intelligence

The Services may use artificial intelligence, machine learning, statistical modelling, rules-based systems and automated processing to:

- analyse job information; - suggest job matches; - identify alternative matches; - estimate remuneration ranges; - generate recommendations; - identify potential pay gaps; - support career progression analysis; - summarise information; and - generate other Outputs.

13.2 Limitations

AI-generated and model-generated Outputs may:

- contain errors; - be incomplete; - reflect limitations in the available data; - produce different results from similar inputs; - require professional interpretation; or - be unsuitable for a particular legal, industrial or organisational context.

No Output should be treated as infallible or as a substitute for informed human judgment.

13.3 Human review

The Customer must apply appropriate human review before using an Output to make or recommend a decision concerning:

- remuneration; - salary increases; - promotion; - demotion; - recruitment; - termination; - redundancy; - performance; - job classification; - career progression; - workforce restructuring; or - another matter that may materially affect an individual.

The Customer should consider relevant evidence beyond the Output, including individual circumstances, applicable industrial instruments, internal policies, job requirements and legal obligations.

13.4 Customer decisions

The Customer remains solely responsible for:

- employment and remuneration decisions; - the criteria applied to those decisions; - communicating decisions to employees; - investigating potential discrimination or inequity; - obtaining legal, tax, remuneration or industrial relations advice where required; and - ensuring decisions are fair, lawful, explainable and appropriately documented.

Remunera does not employ, manage or supervise the Customer’s workforce.

13.5 Model training

Unless the Customer expressly agrees otherwise in writing, Remunera will not authorise a third-party provider of a general-purpose artificial intelligence model to use identifiable Customer Data to train that provider’s publicly available or shared models.

Remunera may use De-identified Data to test, validate, maintain and improve its own methodologies, models and Services in accordance with section 11.

14. Privacy

Remunera will handle Personal Information in accordance with:

- applicable privacy laws; - the Remunera Privacy Policy; and - any data processing agreement entered into with the Customer.

The Privacy Policy describes matters including:

- the types of Personal Information Remunera collects; - how information is used and disclosed; - service providers and overseas processing; - access and correction rights; - retention; - privacy complaints; and - contact details.

If there is an inconsistency concerning the handling of Customer Data, a signed data processing agreement or Order Form prevails over the Privacy Policy and these Terms to the extent of that inconsistency.

15. Security and data incidents

15.1 Security measures

Remunera will maintain technical and organisational safeguards that are reasonable having regard to:

- the nature of the Services; - the sensitivity of information processed; - reasonably foreseeable threats; - the potential harm from unauthorised access or disclosure; - available security practices; and - the cost and practicality of available safeguards.

These measures may include, where appropriate:

- access controls; - authentication controls; - encryption in transit and at rest; - logging and monitoring; - secure software development practices; - vulnerability management; - personnel confidentiality obligations; - backup and recovery processes; - incident response procedures; and - service-provider due diligence.

No internet-based service can be guaranteed to be completely secure or continuously available.

15.2 Security incident notification

A Security Incident means a confirmed unauthorised access to, acquisition, disclosure, alteration or loss of Customer Data within systems controlled by Remunera.

Remunera will notify the Customer without undue delay after confirming a Security Incident that materially affects Customer Data.

The notification will include information reasonably available to Remunera concerning:

- the nature of the incident; - the categories of affected information; - the known or likely consequences; - containment and remediation steps; and - recommended actions for the Customer.

Remunera may provide information in stages as its investigation progresses.

15.3 Incident response

Remunera will take reasonable steps to:

- contain and investigate a Security Incident; - mitigate foreseeable harm; - preserve relevant evidence; - remediate identified vulnerabilities; and - cooperate with the Customer regarding legally required notifications.

Each party remains responsible for notifications it is legally required to make. The parties will reasonably coordinate notifications where both have obligations relating to the same incident.

A notification under this section is not an admission of fault or liability.

15.4 Customer security

The Customer must maintain reasonable security for:

- its devices; - networks; - email accounts; - identity providers; - integrations; - exported reports; - downloaded data; and - information stored outside the Services.

Remunera is not responsible for an incident occurring after Customer Data has been exported from the Services or transmitted to a system controlled by the Customer or its service provider, except to the extent caused by Remunera.

16. Overseas service providers and subprocessors

Remunera may use related entities, cloud providers, artificial intelligence providers, analytics providers, support providers and other subcontractors to provide the Services.

Some providers or their personnel may process information outside Australia.

Remunera will take reasonable steps to select and manage service providers that:

- provide appropriate privacy and security protections; - process Customer Data only for authorised purposes; - are subject to confidentiality obligations; and - assist Remunera in meeting applicable legal obligations.

A current list of material subprocessors and relevant processing locations will be made available through Remunera’s Trust Centre, Privacy Policy or on reasonable request.

Where an enterprise Customer has entered into a data processing agreement containing a subprocessor notification process, that process will apply.

17. Integrations and third-party services

The Services may interoperate with third-party products, data providers, identity providers, payroll systems, human resources systems, cloud services and other integrations.

The Customer is responsible for:

- deciding whether to enable a third-party integration; - maintaining the third-party account; - reviewing the third party’s terms and privacy practices; - configuring permissions correctly; and - ensuring that the Customer is authorised to transfer information through the integration.

When the Customer enables an integration, the Customer authorises Remunera to exchange relevant information with the third-party service as necessary to provide the integration.

Remunera is not responsible for:

- the operation of a third-party service; - changes made by a third-party provider; - third-party downtime; - loss caused by the Customer’s configuration of an integration; or - a third party’s handling of information after it has received that information,

except to the extent that the loss was caused by Remunera’s breach of this agreement or failure to take reasonable care.

Remunera may discontinue an integration if the third-party provider ceases support, changes its technical requirements, creates a security risk or makes continued provision commercially unreasonable. Remunera will provide reasonable notice where practicable.

18. Service availability, maintenance and support

18.1 Availability

Remunera will use reasonable care and skill to provide the Services substantially in accordance with their documented functionality.

Unless a separate service level agreement applies, Remunera does not guarantee a particular uptime percentage.

18.2 Maintenance

Remunera may perform scheduled and emergency maintenance.

Where reasonably practicable, Remunera will give advance notice of scheduled maintenance expected to cause material interruption.

Emergency maintenance may be performed without advance notice where necessary to protect the Services, Customer Data or users.

18.3 Support

Support entitlements depend on the Customer’s Subscription plan.

Support may be provided through:

- email; - in-platform support; - knowledge base materials; - online meetings; - telephone support; or - another agreed channel.

Remunera may require sufficient information to reproduce, investigate and resolve a reported issue.

18.4 Customer dependencies

Remunera is not responsible for disruption caused by matters outside its reasonable control, including:

- the Customer’s internet connection; - unsupported browsers or devices; - the Customer’s systems; - third-party services selected by the Customer; - incorrect configuration; - unauthorised modifications; or - failure to install or use a supported update.

19. Changes to the Services

Remunera may modify, improve or update the Services to:

- add features; - improve usability; - address security issues; - comply with law; - respond to changes in third-party services; - improve methodology or data quality; or - retire features that are no longer reasonably supportable.

Remunera will not materially reduce the core functionality purchased by the Customer during a current paid Subscription Term without:

- providing reasonable prior notice; - offering reasonably comparable replacement functionality; - agreeing an appropriate commercial adjustment; or - allowing the Customer to terminate the materially affected Service and receive a pro-rata refund of prepaid Fees for the unused portion of that Service.

This section does not prevent Remunera from making changes that:

- do not materially reduce the Services; - are required urgently for security or legal reasons; - apply to free or beta functionality; or - address a third-party dependency outside Remunera’s reasonable control.

20. Beta and preview functionality

Remunera may make beta, preview, experimental or early-access features available.

Unless otherwise agreed:

- use of beta features is optional; - beta features may be incomplete or change without notice; - beta features may have errors or reduced availability; - beta features may be discontinued; and - beta features should not be used for critical business processes.

To the maximum extent permitted by law, beta features are provided on an “as available” basis without additional warranties or service levels.

Any feedback concerning beta functionality may be used by Remunera to improve its products.

21. Fees, invoicing and taxes

21.1 Fees

The Customer must pay the fees specified in the applicable Order Form or online checkout page.

Unless otherwise stated:

- Fees are charged in Australian dollars; - Fees exclude GST; - GST will be added where applicable; and - the Customer is responsible for taxes, duties and government charges arising from its purchase, other than taxes based on Remunera’s net income.

21.2 Payment

Payment terms will be specified in the Order Form or checkout process.

If no payment period is specified, invoices are payable within 14 days of the invoice date.

The Customer must provide accurate billing information and keep that information current.

21.3 Payment methods

Where the Customer authorises recurring payment, the Customer authorises Remunera or its payment provider to charge the applicable Fees to the nominated payment method when due.

If a payment fails, Remunera may make reasonable further attempts to process the payment.

21.4 Disputed invoices

The Customer must notify Remunera of a genuine invoice dispute within 14 days after receiving the invoice and provide reasonable details.

The Customer must pay any undisputed portion by the due date.

The parties will work in good faith to resolve a disputed amount.

21.5 Overdue amounts

If an undisputed amount remains overdue after Remunera has provided written notice and at least 10 business days to remedy the non-payment, Remunera may:

- suspend affected paid Services; - recover reasonable debt-collection costs; and - charge interest to the extent permitted by law and specified in the relevant Order Form.

Remunera will restore access promptly after overdue amounts are paid.

21.6 Refunds

Fees are non-refundable except:

- as expressly stated in this agreement or an Order Form; - where Remunera agrees otherwise; - where the Customer terminates for an uncured material breach by Remunera; - where Remunera discontinues a paid Service during a current term without a reasonably comparable replacement; or - as required by law.

22. Subscription renewal and cancellation

22.1 Subscription Term

The initial Subscription Term is stated in the applicable Order Form or checkout page.

22.2 Automatic renewal

Where automatic renewal is disclosed when the Customer purchases the Subscription, the Subscription will renew for the renewal period identified in the Order Form or checkout page unless either party gives notice of non-renewal.

For a monthly Subscription, cancellation may generally be made before the next billing date.

For an annual Subscription, the Customer must give any required non-renewal notice within the period stated in the Order Form. If no period is stated, notice may be given at any time before the renewal date.

Remunera will provide a renewal reminder where required by law or where stated in the Order Form.

22.3 Price changes

Remunera may change Subscription pricing for a future renewal term by giving at least 30 days’ notice before the renewal date.

A price change will not apply retrospectively or during the Customer’s current fixed paid Subscription Term unless:

- the Customer agrees; - the change results from an agreed increase in scope or usage; or - the Order Form expressly provides for an indexed adjustment.

If the Customer does not accept the renewal price, it may elect not to renew.

22.4 Cancellation

Cancelling a Subscription stops future renewal but does not ordinarily terminate the current committed Subscription Term.

The Customer may continue using the Services until the end of the paid term, subject to this agreement.

This does not limit a right to terminate for breach or any right available under applicable law.

23. Free trials and free plans

Remunera may offer a free trial or free plan subject to stated limits.

Unless otherwise stated:

- a trial begins when the Customer activates it; - Remunera may end or modify a free offering on reasonable notice; - trial and free features may have reduced support, storage and functionality; - data may be deleted after the trial or free account ends; and - the Customer is responsible for exporting any information it wishes to retain.

Where payment details are collected for a trial that converts automatically to a paid Subscription, Remunera will disclose the conversion terms before the Customer begins the trial.

24. Intellectual Property

24.1 Remunera Intellectual Property

Remunera and its licensors retain all rights, title and interest in and to:

- the Services; - software and source code; - interfaces and workflows; - Remunera branding; - Benchmark Data; - database structures; - methodologies; - algorithms and models; - report templates; - job matching frameworks; - taxonomies; - documentation; - training materials; - improvements and modifications; and - all associated Intellectual Property rights.

Except for the limited rights expressly granted under this agreement, no rights are transferred to the Customer.

24.2 Outputs

Subject to payment of applicable Fees and third-party data restrictions, the Customer may use, copy and adapt Outputs generated specifically for the Customer for its internal business purposes.

The Customer may provide an Output to:

- its directors; - employees; - professional advisers; - auditors; - insurers; - regulators; - funding bodies; or - other stakeholders with a legitimate need to receive it,

provided that the Customer complies with any confidentiality, attribution and third-party data restrictions applying to the Output.

The Customer must not:

- sell Benchmark Data contained in an Output; - publish substantial portions of Benchmark Data; - create a competing commercial database from Outputs; - remove proprietary notices; - represent third-party Benchmark Data as information collected by the Customer; or - use Outputs in a misleading manner.

24.3 Customer branding and materials

The Customer grants Remunera a limited licence to use Customer-provided logos, templates and materials only as necessary to configure and provide the Services to the Customer.

Remunera will not publicly identify the Customer as a customer or use the Customer’s logo in marketing without permission.

24.4 Feedback

If the Customer provides suggestions, ideas or feedback, Remunera may use that feedback without restriction or payment, provided that Remunera does not publicly identify the Customer as the source without permission.

25. Confidentiality

25.1 Confidential Information

Confidential Information means non-public information disclosed by one party to the other that:

- is identified as confidential; - would reasonably be understood to be confidential; or - concerns business operations, customers, employees, security, technology, pricing, product plans or commercial arrangements.

Customer Data is the Customer’s Confidential Information.

The Services, non-public Benchmark Data, security information and Remunera methodologies are Remunera’s Confidential Information.

25.2 Confidentiality obligations

The receiving party must:

- use Confidential Information only for the purposes of the agreement; - protect it using at least reasonable care; - disclose it only to personnel, professional advisers and subcontractors who need to know it and are subject to appropriate confidentiality obligations; and - not disclose it to another person without permission.

25.3 Exclusions

Confidential Information does not include information that the receiving party can demonstrate:

- is or becomes public other than through breach of the agreement; - was already lawfully known without confidentiality restrictions; - is independently developed without using the disclosing party’s Confidential Information; or - is lawfully received from a third party without confidentiality restrictions.

25.4 Required disclosure

A receiving party may disclose Confidential Information where required by law, court order or regulatory authority.

Where legally permitted, the receiving party will provide reasonable advance notice and assistance so the disclosing party may seek protective measures.

25.5 Return and destruction

On request or termination, each party will return or destroy the other party’s Confidential Information, subject to:

- legal retention requirements; - ordinary backup processes; - professional recordkeeping requirements; and - sections that continue after termination.

26. Warranties

Each party warrants that:

- it has authority to enter into the agreement; and - it will comply with laws applicable to its performance of the agreement.

Remunera warrants that during a paid Subscription Term:

- it will provide the Services with due care and skill; - the Services will substantially conform to applicable documentation; - it will use reasonable efforts to correct reproducible material defects; and - it will not knowingly introduce malicious code into the Services.

If the Customer believes Remunera has breached a warranty, it must provide sufficient information to investigate the issue.

Remunera’s obligation is to use reasonable efforts to correct the affected Service. If Remunera cannot correct a material breach within a reasonable period, the Customer may terminate the affected Service and receive a pro-rata refund of prepaid Fees for the unused portion.

27. Disclaimers

To the maximum extent permitted by law, and subject to section 28:

- the Services and Outputs are decision-support tools; - Benchmark Data and Outputs are estimates rather than guarantees; - Remunera does not warrant that every Output will be accurate, complete or suitable for every purpose; - Remunera does not warrant that the Services will be uninterrupted or error-free; - Remunera does not guarantee a particular employment, remuneration, financial, commercial or regulatory outcome; and - information may become outdated due to changing market conditions, laws or third-party datasets.

Remunera does not provide:

- legal advice; - financial advice; - taxation advice; - accounting advice; - industrial relations advice; - migration advice; - actuarial advice; - psychological assessment; - a formal independent job valuation unless expressly agreed; or - a substitute for advice from appropriately qualified professionals.

Statements generated by the Services should not be represented as legal conclusions or as confirmation that the Customer complies with employment, discrimination, privacy, workplace, tax or corporate law.

28. Australian Consumer Law

Nothing in this agreement excludes, restricts or modifies any guarantee, condition, warranty, right or remedy that cannot lawfully be excluded, restricted or modified, including rights under the Australian Consumer Law.

Where the Services are not ordinarily acquired for personal, domestic or household use or consumption, and it is lawful and fair and reasonable to do so, Remunera’s liability for failure to comply with a non-excludable statutory guarantee is limited, at Remunera’s option, to:

- supplying the affected Services again; or - paying the reasonable cost of having the affected Services supplied again.

This section does not apply where the law does not permit that limitation.

29. Liability

29.1 Excluded losses

Subject to sections 28 and 29.4, neither party is liable to the other for:

- loss of profit; - loss of revenue; - loss of anticipated savings; - loss of opportunity; - loss of goodwill; - loss of reputation; or - indirect, special or consequential loss,

except to the extent that such loss forms part of an amount payable to a third party under a claim covered by an indemnity in this agreement.

29.2 General liability cap

Subject to sections 28, 29.3 and 29.4, each party’s total aggregate liability arising out of or relating to the agreement is limited to the Fees paid or payable by the Customer for the Services during the 12 months immediately preceding the event giving rise to the claim.

If the event occurs during a free trial or free plan, the general aggregate liability cap is AUD $1,000.

29.3 Higher cap

Each party’s total aggregate liability arising from:

- breach of confidentiality; - breach of privacy obligations; - a Security Incident caused by that party’s failure to comply with its contractual security obligations; or - an indemnity under section 30,

is limited to two times the Fees paid or payable during the 12 months immediately preceding the event giving rise to the claim.

29.4 Liability that is not limited

Nothing in the agreement excludes or limits liability for:

- fraud or fraudulent misrepresentation; - wilful misconduct; - death or personal injury caused by negligence; - infringement arising from deliberate misuse of the other party’s Intellectual Property; - payment obligations properly due under the agreement; or - liability that cannot lawfully be excluded or limited.

29.5 Contributory responsibility

A party’s liability will be reduced to the extent that the other party’s act, omission, breach or failure to mitigate caused or contributed to the loss.

29.6 Basis of bargain

The limitations in this section apply regardless of the legal basis of the claim, including contract, tort, negligence, statute or otherwise, to the extent permitted by law.

30. Indemnities

30.1 Customer indemnity

The Customer indemnifies Remunera against a third-party claim to the extent arising from:

- Customer Data that infringes a third party’s rights; - the Customer’s unlawful collection, use or disclosure of Employee Data; - the Customer’s material breach of section 8; - an employment or remuneration decision made by the Customer, except to the extent caused by Remunera’s breach; or - the Customer’s use of the Services contrary to this agreement or Remunera’s written instructions.

This indemnity does not apply to the extent the claim was caused by Remunera’s negligence, unlawful conduct or breach of the agreement.

30.2 Remunera Intellectual Property indemnity

Remunera indemnifies the Customer against a third-party claim alleging that the Customer’s authorised use of the Services infringes that third party’s Australian patent, copyright or registered trade mark.

Remunera may, at its option:

- obtain the right for the Customer to continue using the affected Service; - modify or replace the affected Service so that it is no longer infringing without materially reducing its functionality; or - terminate the affected Service and refund prepaid Fees for the unused portion.

This indemnity does not apply to a claim arising from:

- Customer Data; - a Customer-directed design or modification; - use contrary to the agreement or documentation; - continued use after Remunera directs the Customer to stop; - combination with a product not supplied or approved by Remunera where the combination causes the claim; or - a free, beta or third-party component identified as such.

30.3 Indemnity procedure

The indemnified party must:

- promptly notify the indemnifying party of the claim; - allow the indemnifying party to control the defence and settlement; - provide reasonable assistance at the indemnifying party’s cost; and - not admit liability or settle the claim without consent.

The indemnifying party must not settle a claim in a manner that requires the indemnified party to admit wrongdoing, make a payment or accept a material ongoing obligation without that party’s consent.

31. Suspension

Remunera may suspend access to some or all of the Services where reasonably necessary because:

- there is an immediate security risk; - use of the Services is unlawful; - the Customer’s use materially disrupts the Services; - an undisputed payment remains overdue after the notice period in section 21.5; - the Customer materially breaches the agreement and fails to remedy the breach after reasonable notice; or - suspension is required by law or a competent authority.

Where practicable, Remunera will:

- notify the Customer before suspension; - explain the reason; - limit the suspension to the affected account, user, data or functionality; - give the Customer a reasonable opportunity to remedy the issue; and - restore access promptly after the issue is resolved.

Remunera may suspend immediately without prior notice where delay could create material harm, security risk or legal exposure.

Suspension does not terminate the agreement or relieve the Customer of payment obligations, except where the suspension results from Remunera’s breach.

32. Termination

32.1 Termination for breach

Either party may terminate the agreement or an affected Order Form if the other party:

- materially breaches the agreement; and - fails to remedy the breach within 10 business days after receiving written notice describing the breach.

If a breach cannot reasonably be remedied, termination may take effect immediately upon written notice.

32.2 Insolvency

Either party may terminate immediately if the other party:

- becomes insolvent; - enters liquidation or administration; - has a receiver appointed over a material part of its assets; - ceases carrying on business; or - enters an arrangement with creditors,

except where termination is restricted by applicable insolvency law.

32.3 Remunera discontinuation

Remunera may terminate an affected Service for convenience if it permanently discontinues that Service.

Remunera will provide at least 60 days’ notice where reasonably practicable and refund prepaid Fees for the unused portion of the discontinued Service.

32.4 Material changes to Terms

If Remunera makes a material change to these Terms during a current paid Subscription Term that materially and adversely affects the Customer’s rights, the Customer may terminate the affected Subscription by notifying Remunera before the change takes effect.

In that case, Remunera will refund prepaid Fees for the unused portion of the affected Subscription.

This right does not apply to a change that:

- is required by law; - addresses an urgent security issue; - does not materially disadvantage the Customer; or - applies only from the Customer’s next renewal.

32.5 Consequences of termination

When the agreement or Subscription ends:

- the Customer’s right to use the affected Services ends; - Authorised Users must stop accessing the affected Services; - outstanding Fees become payable; - each party must comply with its confidentiality and data-return obligations; and - accrued rights and liabilities are not affected.

33. Data export, retention and deletion

During the Subscription Term, the Customer may export available Customer Data and Outputs using the functionality included in its plan.

Following termination or expiry:

- Remunera will ordinarily make Customer Data available for export for 30 days; - the Customer must download any information it wishes to retain during that period; - Remunera may disable access after the export period; and - Remunera will delete or de-identify Customer Data from active systems within 90 days after the export period ends, unless a different period is stated in an Order Form or required by law.

Customer Data may remain temporarily in encrypted backups until those backups are overwritten through ordinary retention cycles.

Remunera may retain:

- billing and transaction records; - security logs; - records required by law; - records required to establish or defend legal claims; - De-identified Data; and - information the Customer has separately authorised Remunera to retain.

Where technically and legally feasible, Remunera will assist with an earlier deletion request. Additional fees may apply to a complex or non-standard data retrieval or deletion request, provided Remunera informs the Customer in advance.

34. Changes to these Terms

Remunera may update these Terms to reflect:

- changes to the Services; - legal or regulatory developments; - security requirements; - changes to business operations; or - improvements in clarity.

Remunera will provide at least 30 days’ notice before a material change takes effect, unless:

- an earlier change is required by law; - an urgent change is reasonably necessary to address a security threat; or - the change does not materially affect Customer rights.

Notice may be provided by:

- email; - an in-platform notification; - an account notice; or - publication on the Remunera website.

The updated Terms will identify their effective date.

Continued use after the effective date constitutes acceptance of the updated Terms, subject to the termination right in section 32.4.

Changes that materially affect pricing or committed Subscription functionality will apply only as described in sections 19 and 22.

35. Dispute resolution

35.1 Good-faith discussions

Before commencing court proceedings, a party must give written notice describing the dispute.

A representative of each party with authority to resolve the dispute must attempt in good faith to resolve it within 15 business days.

35.2 Mediation

If the dispute is not resolved through discussions, either party may refer it to mediation administered by the Resolution Institute or another mediator agreed by the parties.

The mediation will take place in Sydney, New South Wales, or remotely by agreement.

The parties will share the mediator’s fees equally and otherwise bear their own costs.

35.3 Urgent relief

Nothing in this section prevents a party from seeking:

- urgent interlocutory relief; - an injunction; - protection of Confidential Information or Intellectual Property; - recovery of an undisputed debt; or - a remedy that may become unavailable if delayed.

36. Governing law and jurisdiction

This agreement is governed by the laws of New South Wales, Australia.

Each party submits to the non-exclusive jurisdiction of the courts of New South Wales and the Commonwealth courts entitled to hear appeals from those courts.

37. Notices

A formal notice under this agreement must be in writing.

Notices to Remunera must be sent to:

Email: contact@remunera.com.au

Notices to the Customer may be sent to the billing, administrator or legal contact recorded in the Customer’s account or Order Form.

An email notice is taken to be received:

- when the recipient acknowledges it; - when the sender receives a non-automated response; or - on the next business day after sending, provided that the sender has not received a delivery failure notice.

This section does not apply to service notifications, product announcements or support communications.

38. Assignment and change of control

Neither party may assign the agreement without the other party’s prior written consent, which must not be unreasonably withheld or delayed.

Either party may assign the agreement without consent as part of:

- a merger; - corporate reorganisation; - sale of substantially all relevant assets; or - change of control,

provided that the assignee:

- is capable of performing the agreement; - agrees to be bound by it; and - is not a direct competitor of the other party where the assignment would create a material confidentiality or security risk.

An assignment does not relieve the assigning party of liabilities arising before the assignment.

39. Subcontracting

Remunera may use subcontractors to perform parts of the Services.

Remunera remains responsible for its subcontractors’ performance of Remunera’s contractual obligations.

Use of subcontractors does not reduce Remunera’s privacy, confidentiality or security obligations under this agreement.

40. Force majeure

Neither party is liable for delay or failure to perform an obligation, other than a payment obligation, to the extent caused by an event beyond its reasonable control.

Such events may include:

- natural disasters; - fire or flood; - epidemic or pandemic; - war, terrorism or civil unrest; - industrial action not limited to the affected party’s workforce; - government action; - telecommunications or utility failure; - widespread cloud or internet infrastructure failure; or - cyberattack that could not reasonably have been prevented through compliance with the affected party’s security obligations.

The affected party must:

- notify the other party where practicable; - take reasonable steps to mitigate the effect; and - resume performance as soon as reasonably possible.

If a force majeure event materially prevents the Services for more than 30 consecutive days, either party may terminate the affected Service. The Customer will receive a pro-rata refund of prepaid Fees for the unused period after termination.

41. Relationship of the parties

The parties are independent contractors.

Nothing in the agreement creates:

- an employment relationship; - partnership; - joint venture; - fiduciary relationship; - franchise; or - agency.

Neither party may bind the other except as expressly authorised.

42. Entire agreement

The agreement constitutes the entire agreement between the parties concerning its subject matter and supersedes previous proposals, discussions, representations and understandings concerning that subject matter.

This section does not exclude liability for fraud or fraudulent misrepresentation.

43. Amendments and waivers

Except for changes made under section 34, an amendment must be agreed in writing by authorised representatives of both parties.

A failure or delay to exercise a right is not a waiver.

A waiver is effective only if it is in writing and applies only to the specific circumstance for which it is given.

44. Severability

If a provision is found to be invalid, illegal or unenforceable:

- it will be interpreted or modified to the minimum extent necessary to make it enforceable; or - if that is not possible, it will be severed.

The remaining provisions continue in effect.

45. No third-party beneficiaries

Except where expressly stated, the agreement does not give rights to a person who is not a party to it.

46. Electronic communications and signatures

The parties agree that:

- electronic acceptance is binding; - electronic signatures may be used; - agreements may be executed in counterparts; and - electronic records satisfy requirements for written communications to the extent permitted by law.

47. Interpretation

In this agreement:

- headings are for convenience and do not affect interpretation; - the singular includes the plural and vice versa; - “including” means “including without limitation”; - a reference to legislation includes amendments and replacement legislation; - a reference to “writing” includes email and electronic communications; - a reference to a person includes an individual, company, partnership, trust, government authority or other legal entity; - no provision is interpreted against a party merely because that party drafted it; and - if a deadline falls on a non-business day in New South Wales, it moves to the next business day.

48. Survival

Provisions concerning the following matters survive termination to the extent required to give them effect:

- payment obligations; - Intellectual Property; - confidentiality; - privacy and security incidents; - data return and deletion; - disclaimers; - Australian Consumer Law; - liability; - indemnities; - dispute resolution; - governing law; and - interpretation.

49. Contacting Remunera

Questions about these Terms may be directed to:

Remunera ABN: 42 681 707 764 Enquiries: contact@remunera.com.au

By creating an account, accepting an Order Form, purchasing a Subscription or accessing or using the Services, you acknowledge that you have read, understood and agreed to these Terms and Conditions.