Terms & Conditions

1. Introduction

These Terms and Conditions ("Terms") govern your access to and use of the website, platform, and services provided by DrilLedger Pty Ltd (ABN 43 688 631 601) ("DrilLedger", "we", "us", "our"). By accessing our website at www.drilledger.com.au or using any of our services, you agree to be bound by these Terms.

If you do not agree with any part of these Terms, you must not use our website or services. We recommend you read these Terms carefully before engaging with us.

2. About Us

3. Definitions

In these Terms, unless the context otherwise requires:

• "AI Agents" means the automated software tools and portals developed by DrilLedger, including but not limited to FIFO mobilisation, timesheet, procurement, document control, and other operational automation agents.
• "Client" or "You" means any individual, business, or organisation that accesses our website or engages our services.
• "Platform" means the DrilLedger web application accessible at app.drilledger.com.au and any associated software, tools, or interfaces.
• "Services" means all services provided by DrilLedger, including AI agent deployment, admin support, software development, consulting, and related professional services.
• "Subscription" means a recurring agreement to access and use specific AI Agents and Platform features at an agreed price.
• "Website" means www.drilledger.com.au and all associated pages and subdomains.

4. Our Services

DrilLedger provides AI-powered operational automation for mining suppliers, drilling contractors, and related businesses in Western Australia. Our services include:

• AI Agent Deployment: Configuration and deployment of purpose-built automation agents for your business operations
• Admin Support: Immediate admin task handling while automation is being built
• Platform Access: Web-based access to deployed AI Agents via app.drilledger.com.au
• Integration Services: Connection with third-party systems including Xero, Grid, and other business tools
• Training & Support: Onboarding, training, and ongoing technical support for your team

The specific scope of services will be agreed in writing between DrilLedger and the Client before commencement. We reserve the right to modify or discontinue any service with reasonable notice.

5. Account Registration and Access

To access certain features of the Platform, you must create an account. When registering, you agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your account information
• Keep your login credentials confidential and secure
• Accept responsibility for all activities under your account
• Notify us immediately of any unauthorised access or security breach

We reserve the right to suspend or terminate accounts that contain inaccurate information, violate these Terms, or pose a security risk.

6. Subscriptions and Payment

6.1 Subscription Plans

Access to AI Agents and Platform features is provided on a subscription basis. The specific plan, pricing, included agents, and user limits will be set out in your service agreement or as displayed on our website at the time of purchase.

6.2 Payment Terms

• Subscription fees are payable monthly in advance unless otherwise agreed
• All prices are quoted in Australian Dollars (AUD) and are exclusive of GST unless stated otherwise
• Payment is due within 14 days of invoice unless otherwise specified in your service agreement
• We reserve the right to charge interest on overdue amounts at the rate prescribed under the Civil Judgments Enforcement Act 2004 (WA)

6.3 Price Changes

We may adjust subscription prices with at least 30 days' written notice. Continued use of the Services after a price change constitutes acceptance of the new pricing. If you do not agree with a price change, you may cancel your subscription before the new pricing takes effect.

6.4 Refunds

Subscription fees are generally non-refundable. However, if you are dissatisfied with our Services within the first 30 days, contact us to discuss a resolution. Any refunds are at DrilLedger's sole discretion.

7. Client Obligations

When using our Services and Platform, you agree to:

• Use the Services only for lawful purposes and in accordance with these Terms
• Provide accurate data and information necessary for the Services to function correctly
• Not attempt to reverse-engineer, decompile, or disassemble any part of the Platform
• Not use the Platform to store, transmit, or process any unlawful, harmful, or offensive material
• Not interfere with or disrupt the Platform's infrastructure or security features
• Not share your account credentials or allow unauthorised access
• Not resell, sublicence, or redistribute access to the Platform without our written consent
• Comply with all applicable laws and regulations, including workplace health and safety requirements

8. Intellectual Property

8.1 Our Intellectual Property

All intellectual property rights in the Website, Platform, AI Agents, and associated materials — including software, code, design, logos, trademarks, and documentation — are owned by or licenced to DrilLedger. Nothing in these Terms transfers ownership of any intellectual property to you.

8.2 Licence to Use

Subject to these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform and AI Agents for your internal business purposes during the term of your subscription.

8.3 Your Data

You retain ownership of all data you upload to or generate through the Platform ("Client Data"). You grant DrilLedger a limited licence to use, process, and store Client Data solely for the purpose of providing the Services. Upon termination, we will make your Client Data available for export for a period of 30 days.

8.4 Feedback

Any feedback, suggestions, or ideas you provide about our Services may be used by DrilLedger without restriction or obligation to you.

9. Confidentiality

Both parties agree to keep confidential any proprietary or sensitive information disclosed during the course of the business relationship ("Confidential Information"). This includes but is not limited to:

• Business processes, workflows, and operational data
• Financial information, pricing, and commercial terms
• Technical specifications, system configurations, and integrations
• Employee and worker data processed through the Platform

Confidential Information must not be disclosed to third parties without prior written consent, except as required by law or as necessary to provide the Services (e.g., to authorised subcontractors bound by equivalent confidentiality obligations).

10. Data Protection and Privacy

We handle personal information in accordance with the Privacy Act 1988 (Cth) and our Privacy Policy. By using our Services, you acknowledge and agree to the collection, use, and processing of data as described in our Privacy Policy.

Where you provide us with personal information about your employees, contractors, or other individuals, you warrant that you have obtained all necessary consents for us to process that information in the course of delivering the Services.

We implement appropriate technical and organisational security measures to protect data processed through the Platform. Details of our security practices are outlined in our Privacy Policy.

11. Service Levels and Availability

We use commercially reasonable efforts to ensure the Platform is available and operational. However, we do not guarantee uninterrupted or error-free access. The Platform may be temporarily unavailable due to:

• Scheduled maintenance (with reasonable advance notice where practicable)
• Emergency maintenance or security patches
• Factors beyond our reasonable control (see Force Majeure, Section 17)
• Third-party service provider outages

Specific service level agreements (SLAs), including response and resolution times, may be agreed in your service agreement. Our standard support tiers and response times are set out in your onboarding documentation.

12. Third-Party Integrations

Our Services may integrate with third-party software and platforms, including but not limited to Xero, Grid, and other business tools. You acknowledge that:

• Third-party integrations are subject to the terms and conditions of those third parties
• We are not responsible for the availability, accuracy, or reliability of third-party services
• Changes to third-party APIs or services may temporarily affect integration functionality
• You are responsible for maintaining valid licences and accounts with third-party providers
• We will use reasonable efforts to restore integrations affected by third-party changes

13. Limitation of Liability

13.1 General Limitation

To the maximum extent permitted by law, DrilLedger's total aggregate liability to you for any claims arising out of or in connection with these Terms or the Services shall not exceed the total fees paid by you to DrilLedger in the 12 months preceding the claim.

13.2 Exclusion of Consequential Loss

To the maximum extent permitted by law, DrilLedger shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to:

• Loss of profits, revenue, or business opportunities
• Loss of data or data corruption
• Business interruption or downtime costs
• Loss of goodwill or reputation
• Any indirect or consequential loss, however arising

13.3 Australian Consumer Law

Nothing in these Terms excludes, restricts, or modifies any guarantee, right, or remedy you may have under the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) or any other applicable law that cannot be excluded or limited by agreement. If our Services are supplied to you as a consumer within the meaning of the Australian Consumer Law, our liability for failure to comply with a consumer guarantee is limited (to the extent permitted) to re-supplying the Services or paying the cost of having the Services re-supplied.

14. Indemnification

You agree to indemnify and hold harmless DrilLedger, its directors, officers, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (a) your breach of these Terms; (b) your use of the Services in a manner not authorised by these Terms; (c) your violation of any applicable law or regulation; or (d) any data or content you upload to or process through the Platform.

15. Disclaimer of Warranties

Except as expressly stated in these Terms or required by law:

• The Platform and Services are provided on an "as is" and "as available" basis
• We make no warranties, express or implied, regarding the suitability, reliability, or accuracy of the Services for your particular requirements
• We do not warrant that the Platform will be uninterrupted, error-free, or free of viruses or harmful components
• ROI estimates, time savings, and cost reduction figures referenced on our website or in marketing materials are indicative only and based on typical client scenarios — actual results may vary

To the extent permitted by law, all implied warranties, conditions, and representations are excluded.

16. Term and Termination

16.1 Term

These Terms apply from the date you first access our Website or Services and continue until terminated by either party.

16.2 Termination by You

You may terminate your subscription by providing 30 days' written notice. Termination takes effect at the end of the current billing period. No refund is provided for the remaining period.

16.3 Termination by Us

We may suspend or terminate your access to the Services immediately if you:

• Breach any material provision of these Terms
• Fail to pay fees when due (after 14 days' written notice)
• Become insolvent, enter administration, or are wound up
• Use the Services in a manner that could harm DrilLedger or other users

16.4 Effect of Termination

Upon termination: (a) your licence to use the Platform ceases immediately; (b) you must pay any outstanding fees; (c) we will make your Client Data available for export for 30 days; (d) after the export period, we may delete your data; and (e) any provisions that by their nature should survive termination (including confidentiality, intellectual property, limitation of liability, and indemnification) shall continue in force.

17. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms to the extent that such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to: natural disasters, fire, flood, pandemic, government action, war, terrorism, power failure, internet or telecommunications failure, or third-party service provider outages. The affected party must promptly notify the other party and use reasonable efforts to mitigate the impact.

18. Dispute Resolution

In the event of a dispute arising out of or in connection with these Terms, the parties agree to follow this process:

1. Negotiation: The parties shall first attempt to resolve the dispute through good-faith negotiation within 14 days of written notice of the dispute.
2. Mediation: If negotiation is unsuccessful, the dispute shall be referred to mediation administered by the Resolution Institute (or equivalent body) in Perth, Western Australia.
3. Litigation: If mediation fails to resolve the dispute within 30 days, either party may commence legal proceedings in the courts of Western Australia.

Nothing in this clause prevents a party from seeking urgent interlocutory or injunctive relief from a court of competent jurisdiction.

19. General Provisions

19.1 Entire Agreement

These Terms, together with any service agreement and our Privacy Policy, constitute the entire agreement between you and DrilLedger in relation to the subject matter herein and supersede all prior agreements, representations, and understandings.

19.2 Amendments

We may update these Terms from time to time. The updated Terms will be posted on our Website with a revised effective date. Continued use of our Services after changes are posted constitutes acceptance of the updated Terms. For material changes, we will provide at least 30 days' notice via email or Website notification.

19.3 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

19.4 Waiver

A failure or delay by either party to exercise any right or remedy under these Terms does not constitute a waiver of that right or remedy.

19.5 Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations to a successor entity in the event of a merger, acquisition, or sale of substantially all our assets.

19.6 Notices

Any notice required or permitted under these Terms must be in writing and sent to the relevant party's email address or registered address. Notices are deemed received when sent by email (on confirmation of delivery) or 3 business days after posting by registered mail.

20. Governing Law and Jurisdiction

These Terms are governed by the laws of Western Australia and the Commonwealth of Australia. The parties submit to the exclusive jurisdiction of the courts of Western Australia for any proceedings arising out of or in connection with these Terms.

21. Contact Us

If you have any questions about these Terms, please contact us: