Terms of Service
Version: 2026.2 Effective Date: 27 May 2026 Status: Active
1.1 These Terms of Service ("Terms") form a binding legal agreement between:
(a) Outpost Systems Pty Ltd (ACN 694 132 235) of Nambucca Heads, NSW 2448 ("Operator", "we", "us", "our"); and
(b) the individual or legal entity accepting these Terms ("User", "you", "your").
1.2 These Terms take effect when you click "I accept" (or an equivalent acceptance control) at signup, at re-acceptance, or on first use of the Services, whichever occurs first ("Effective Date"). Acceptance is recorded electronically and is binding under the Electronic Transactions Act 1999 (Cth) and equivalent State and Territory legislation.
1.3 If you accept these Terms on behalf of a company, partnership, trust, incorporated association, government body, or other legal entity, you warrant that you are authorised to bind that entity, and "you" and "User" refer to that entity as well as you personally where you have given personal warranties.
1.4 These Terms incorporate by reference, and must be read together with:
(a) the Outpost Privacy Policy; (b) the Construction Industry Disclaimer; (c) the Automated Analysis Disclaimer; (d) the Beta Programme Agreement, if you access any beta, pilot, preview, early-access, trial, experimental, invite-only, or pre-release feature; (e) any Order Form, plan description, or enterprise addendum you have separately agreed to in writing with an authorised officer of the Operator; and (f) the Acceptable Use Policy set out in clause 7.
1.5 Order of precedence. In the event of inconsistency, the order of precedence is: (i) a signed Order Form, (ii) these Terms, (iii) the Beta Programme Agreement for beta features only, (iv) the Privacy Policy for personal information only, (v) the Construction Industry Disclaimer, (vi) the Automated Analysis Disclaimer, (vii) any other policy incorporated by reference, except that nothing in a lower-ranked document limits a non-excludable right conferred by a higher-ranked document or by law.
The following forward-looking definitions apply throughout these Terms. The full Definitions schedule is at clause 31.
3.1 You must be at least 18 years old and legally capable of entering into a binding contract.
3.2 You must provide accurate, complete, and current registration information and keep it up to date.
3.3 You are responsible for the confidentiality of your credentials, including passwords, passkeys, and any multi-factor authentication secrets. You must enable multi-factor authentication where offered and must use passkey authentication where required by us for sensitive operations.
3.4 Account sharing is prohibited. Each individual using the Services must have their own account. Team plans permit additional users to be invited through the platform's team-management features.
3.5 You must notify us immediately at admin@outpostsystems.com.au if you suspect unauthorised access to your account. You remain responsible for activity under your credentials until we confirm suspension in writing.
4.1 Subject to your ongoing compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Services for your internal business purposes.
4.2 The licence excludes any right to:
(a) resell, rent, lease, lend, or make the Services available to any third party, except to your own staff and authorised contractors acting on your behalf; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, models, prompts, weights, embeddings, or training data of the Services, except where and to the extent that right cannot be excluded by law; (c) scrape, harvest, or extract data from the Services through automated means outside our published APIs and documented usage patterns; (d) use the Services, User Content, or Automated Analysis outputs to build, train, fine-tune, evaluate, or benchmark any competing product, service, or model, or to enable any third party to do so; (e) remove, obscure, or alter any proprietary notice displayed in the Services; or (f) use the Services in any way that could damage, disable, overburden, or impair them or any systems or networks connected to them.
5.1 The Services are a productivity and intelligence platform for construction businesses. Current modules include tender ingestion and triage, bid/no-bid decision support, cost estimation, programme feasibility analysis, risk registers, compliance extraction, document generation, materials and plant tracking, progress claims, notice and extension-of-time registers, site diary, photo library, subcontractor management, quality/safety/environment forms, market intelligence briefings, multi-user role management, audit trail, offline mobile access, credit-metered billing, passkey and OAuth authentication, and related features.
5.2 Forward-looking scope. Subject to clause 25 (Variation and Re-acceptance), we may:
(a) add new modules, features, integrations, data sources, and analyses; (b) modify or replace existing modules, features, integrations, data sources, and analyses; (c) deprecate or discontinue modules, features, integrations, data sources, and analyses; (d) add new Automated Analysis capabilities and data-driven products, including intelligence, benchmarking, marketplace, supplier graph, and recommendation features; (e) add new Third-Party Integrations; and (f) adjust the scope, availability, pricing, and credit consumption of any of the foregoing.
Any such addition, modification, replacement, or discontinuation forms part of the "Services" for all purposes under these Terms and does not require a new contract. Where a change is materially adverse to you, we will trigger re-acceptance under clause 25.
5.3 The Services are not, and must not be treated by you as:
(a) a substitute for qualified engineers, quantity surveyors, architects, surveyors, certifiers, licensed builders, work health and safety professionals, lawyers, tax advisers, town planners, environmental consultants, or any other licensed or qualified practitioner; (b) a source of legal, engineering, financial, tax, planning, environmental, safety, or investment advice; (c) a guarantee of any commercial, contractual, regulatory, safety, or project outcome; or (d) a means of transferring risk from you to us or to the Services.
The Construction Industry Disclaimer, Automated Analysis Disclaimer, and, where applicable, Beta Programme Agreement form part of these Terms and you acknowledge and agree to their contents.
6.1 The Services may connect to Third-Party Integrations including, without limitation, Google Drive, Microsoft OneDrive, Gmail, Outlook, Xero, Twilio (for WhatsApp Business), AusTender, VendorPanel, the Bureau of Meteorology, OpenWeather, the Australian Bureau of Statistics, the Reserve Bank of Australia, and ASIC, together with any Third-Party Integration added after the Effective Date.
6.2 When you authorise a Third-Party Integration, you authorise us to access, receive, transmit, and process data between the Services and that third party on your behalf, using OAuth tokens, API keys, or equivalent credentials you have provided or consented to.
6.3 You are responsible for:
(a) your own relationship with each Third-Party Integration provider; (b) your compliance with the terms of each Third-Party Integration; (c) the accuracy and completeness of the data flowing through each Third-Party Integration; (d) maintaining your Third-Party Integration accounts, subscriptions, and credentials; and (e) any fees or charges levied by the Third-Party Integration provider.
6.4 Third-Party Integrations are operated by third parties and are outside our direct control. Subject to clause 15 and any non-excludable law, we are not liable for the acts, omissions, downtime, data loss, pricing changes, policy changes, API changes, suspension, termination, security incidents, or other consequences flowing from a Third-Party Integration. A Third-Party Integration may be withdrawn, modified, or suspended at any time, including at the demand of the third party.
7.1 You must not, and must not permit any person to:
(a) upload or transmit any content that is unlawful, defamatory, obscene, harassing, threatening, fraudulent, misleading, or infringing of any third party's rights; (b) upload or transmit malware, ransomware, worms, trojans, spyware, or any other malicious code; (c) upload personal information about any individual without a lawful basis under applicable privacy law; (d) upload government-classified information, payment card data you are not authorised to transmit in the form transmitted, or protected health information subject to a specific health privacy regime you are not authorised to subject to the Services; (e) use the Services to impersonate any person or misrepresent your affiliation; (f) probe, scan, or test the vulnerability of the Services, or breach or circumvent any security or authentication measure, except under a written vulnerability disclosure programme agreed with us in advance; (g) use the Services to engage in conduct that would contravene the Competition and Consumer Act 2010 (Cth) (including sections 18, 20, and 21), the Spam Act 2003 (Cth), the Modern Slavery Act 2018 (Cth), the Criminal Code Act 1995 (Cth) (including foreign bribery offences under Division 70), Australian sanctions law, or any equivalent law in any jurisdiction where you operate; (h) use the Services to support activity in jurisdictions subject to comprehensive sanctions administered by the Australian Government, the United Nations, the United States, the European Union, or the United Kingdom; (i) use the Services to make representations in trade or commerce that are misleading or deceptive, or likely to mislead or deceive, contrary to section 18 of the Australian Consumer Law; (j) use the Services to build, train, fine-tune, evaluate, or benchmark any competing product or any model that competes with the Automated Analysis; (k) circumvent, disable, or defeat credit metering, rate limits, usage quotas, access controls, or any technical protection measure; (l) use the Services in any way that causes us to breach any law, rule, regulation, court order, or third-party obligation; or (m) assist, enable, or encourage any third party to do any of the foregoing.
7.2 Breach of this clause is a material breach entitling us to suspend or terminate your access under clause 11, with no obligation to refund unused credits to the extent permitted by law.
As between you and us, you retain all ownership rights in your User Content. Nothing in these Terms transfers ownership of raw, identifiable User Content to us.
You grant to us, and to our affiliates, successors, assigns, and service providers acting on our behalf, a worldwide, royalty-free, fully paid-up, sublicensable, transferable licence to host, store, copy, cache, back up, transmit, display, reformat, translate, index, parse, analyse, process, create derivative works of, combine with other data, and otherwise use User Content for the following purposes ("Permitted Purposes"). The licence is granted on the duration terms set out in clause 8.2A:
(a) providing, operating, maintaining, securing, supporting, and improving the Services for you and for other users of the Services; (b) performing Automated Analysis, including generating drafts, estimates, classifications, summaries, extractions, recommendations, forecasts, and reports, both for you and (in licensed, aggregated, or de-identified form) for other users of the Services; (c) improving, training, fine-tuning, evaluating, testing, and validating internal models, prompts, rules, heuristics, embeddings, indices, and machine-learning systems used by the Services, where those systems are controlled by us (subject to clause 8.8); (d) creating, maintaining, and commercialising Aggregated Data; (e) developing, operating, and commercialising benchmarking, market intelligence, supplier intelligence, pricing intelligence, risk intelligence, programme intelligence, and related intelligence and data products or features of the Services, whether delivered to you, to other users of the Services, or to third parties; (f) developing, operating, and commercialising marketplace features of the Services, including matching, discovery, recommendation, reputation, directory, procurement, introduction, quotation, and transaction features across the user base of the Services, whether presently deployed or deployed after the Effective Date; (g) detecting, preventing, and investigating fraud, abuse, security incidents, policy violations, and legal risk; (h) meeting legal, regulatory, audit, accounting, tax, and insurance obligations; and (i) any other purpose reasonably related to the foregoing.
The licence in clause 8.2 is granted perpetually and irrevocably in respect of all Permitted Purposes listed in paragraphs (a) through (i). The licence continues after termination of these Terms and is not affected by expiry, cancellation, suspension, or any other end of your access to the Services.
You acknowledge that the perpetual and irrevocable nature of the licence is proportionate to the legitimate business interests of the Operator, reflects the credit-metered pricing offered, and is a fundamental part of the commercial bargain without which the Services would not be offered at the prices charged.
As between you and us, we own all right, title, and interest in and to Aggregated Data. We may use, disclose, licence, sell, publish, combine, and commercialise Aggregated Data without restriction and without obligation to you, including after termination of these Terms. Aggregated Data is not "Confidential Information", "User Content", or "personal information" for the purposes of these Terms once aggregated or de-identified.
For clarity, Aggregated Data includes:
(a) benchmark metrics derived from User Content (for example, average cost rates, programme durations, claim success rates, tender win rates, risk frequencies, rework rates, safety incidence rates); (b) de-identified supplier, subcontractor, plant, material, and labour data used to build and maintain the supplier graph, directory, and marketplace; (c) de-identified market-intelligence datasets including pricing curves, sector demand, award rates, and geographic distributions; (d) de-identified training, evaluation, and validation datasets used to improve Automated Analysis quality; (e) statistical outputs, models, weights, embeddings, indices, and derived signals based on any of the above; and (f) any commercial product or output derived from any of the foregoing.
You specifically acknowledge and agree that:
(a) your contribution of User Content under clause 8.2, and our ownership of Aggregated Data under clause 8.3, are a core part of the consideration for your access to the Services at the credit-metered pricing offered - without this consideration the Services, and the intelligence and marketplace features within them, would not be commercially viable or technically possible; (b) we intend to develop and operate intelligence, benchmark, supplier-graph, and marketplace features that rely on contributions of User Content (in licensed, aggregated, or de-identified form) from all users of the Services; (c) you have received the full benefit of the licence and ownership rights granted under clauses 8.2 and 8.3, and will not seek to resile from, cut down, or re-characterise those rights, whether by claim for additional compensation, royalty, trailing revenue, accounting, injunction, or otherwise; and (d) this allocation of rights is reasonable, proportionate to the legitimate business interests of the Operator, and consistent with the commercial bargain between the parties.
You warrant and represent that, for all User Content you upload, generate, or connect:
(a) you own the User Content or have all necessary rights, licences, consents, and authorities to grant the licence in clause 8.2; (b) your upload, transmission, and our use of the User Content under these Terms does not and will not infringe the intellectual property, privacy, confidentiality, moral, publicity, or other right of any third party; (c) you have a lawful basis under applicable privacy law (including the Australian Privacy Principles and, where relevant, the GDPR, the UK GDPR, and the NZ Privacy Act 2020) for every item of personal information contained in User Content, and have given every affected individual any notice required by law; (d) you will not upload User Content prohibited by clause 7.1(d); (e) you have authority to connect any Third-Party Integration you connect and to authorise us to access and process the associated data; and (f) you have performed reasonable measures to ensure User Content is free of malware.
Subject to your ongoing compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable licence to use Automated Analysis outputs generated for you through the Services, for your internal business purposes and for external delivery to your clients, principals, counterparties, and regulators in the ordinary course of your construction business. This licence terminates automatically on termination or suspension of your access to the Services for any reason, and we may revoke it at any time if you breach these Terms. This licence does not grant you any right in the models, prompts, heuristics, training data, methodologies, or underlying systems used to generate the outputs, all of which remain our sole and exclusive property. For the avoidance of doubt, we retain all intellectual property rights in every output, and the licence granted here is a limited permission to use, not a transfer of ownership.
If you provide us with any suggestion, comment, idea, or feedback regarding the Services, you grant us a perpetual, irrevocable, worldwide, royalty-free, sublicensable licence to use it for any purpose, without obligation or compensation to you.
We will not submit raw, identifiable User Content to third-party foundation-model training pipelines without your express opt-in consent. This clause does not restrict:
(a) our use of Aggregated Data under clause 8.3; (b) our use of User Content for Operator-controlled model improvement under clause 8.2(c); (c) our routine use of Third-Party Integrations, sub-processors, and Automated Analysis providers to provide the Services; or (d) our use of User Content for Permitted Purposes under clause 8.2.
Where User Content contains personal information, the collection, use, disclosure, retention, and security of that personal information is governed by the Privacy Policy. In the event of any inconsistency between this clause 8 and the Privacy Policy in respect of personal information, the Privacy Policy prevails.
9.1 The Services are priced on a credit-metered basis. You purchase credits in packs or on subscription. Each Automated Analysis operation consumes credits at a rate determined by token usage and operation type. Current rates are displayed within the Services.
9.2 Non-refundable. Credits are non-refundable and have no cash value, except where a refund is required by a non-excludable provision of law including the Australian Consumer Law. Credits may not be exchanged, sold, transferred, or converted to cash under any circumstances.
9.3 Expiry. Credits expire twelve (12) months after the date of purchase unless a longer period is stated in an Order Form. We will send you a reminder at least fourteen (14) days before expiry. Expired credits are placed in a dormant balance and may be reactivated at no additional cost within a further six (6) months by topping up or resubscribing. Credits in the dormant balance that are not reactivated within that period are permanently forfeited.
9.4 Pricing changes trigger mandatory re-acceptance. We may change credit pack pricing, subscription pricing, or token-to-credit conversion rates only on not less than thirty (30) days' notice in writing to you. Any such change is a materially adverse amendment for the purposes of clause 25 and triggers re-acceptance. If you do not accept the change:
(a) you may terminate these Terms under clause 11.3 within thirty (30) days of the notice; and (b) we will refund any unused, non-expired, non-dormant credits on a pro-rata basis at the purchase-time conversion rate, without deduction other than fees owing to us.
If you continue to use the Services after the change takes effect, all credits (including those purchased before the change) convert at the new rate immediately.
9.5 Taxes. All fees are stated in Australian dollars and are exclusive of GST. You are responsible for all taxes other than our income tax. Where GST applies, we will issue a valid tax invoice.
9.6 Billing disputes. You must notify us of any billing dispute within sixty (60) days of the invoice date by email to admin@outpostsystems.com.au. Disputes not raised within that period are waived, except where the waiver is contrary to a non-excludable right.
9.7 Payment method. You authorise us to charge your nominated payment method for all fees due. If a charge is declined, we may suspend access until payment is received.
9.8 Auto-top-up. Auto-top-up is opt-in only. Where you enable it, you must nominate a threshold, a top-up amount, and a maximum monthly spend cap. Each auto-top-up event will generate an email receipt with a plain-English summary. You may disable auto-top-up at any time through the billing page; disabling takes effect immediately and does not reverse any charge already incurred. If a proposed auto-top-up would cause your monthly spend to exceed the cap you have set, we will not process it and will notify you. We will not raise your auto-top-up cap unilaterally.
9.9 Chargebacks. You must not initiate a chargeback in respect of a valid charge. Fraudulent chargebacks will be disputed and may result in termination of your account and recovery of fees and costs.
9.10 No cooling-off period. The Services are acquired for business use, not personal, domestic, or household use. There is no cooling-off period. All purchases are final, subject to clause 9.2.
9.11 Downtime. Downtime is addressed in clause 10. We have no obligation to issue service credits, refunds, or compensation for downtime of any duration, except where required by a non-excludable provision of law.
10.1 The Services are provided on an "as is" and "as available" basis. We do not warrant that the Services will be uninterrupted, error-free, secure against every attack, or fit for any particular purpose, except as required by non-excludable law.
10.2 We will use reasonable endeavours to maintain availability, perform routine maintenance outside peak hours where practical, and restore service after incidents. Emergency maintenance may be performed without notice.
10.3 No service-level agreement applies unless a separate written SLA is signed by an authorised officer of the Operator.
11.1 Suspension by Operator. We may suspend your access (in whole or in part) immediately and without prior notice where we reasonably believe:
(a) you are in material breach of these Terms; (b) you are engaged in fraud, abuse, illegal activity, or security-threatening conduct; (c) your account has been compromised; (d) continued provision exposes us to legal, regulatory, tax, or sanctions risk that a reasonable business in our position would consider material, determined objectively; (e) a Third-Party Integration provider, payment processor, regulator, court, or law enforcement agency requires us to suspend access; or (f) you fail to pay fees when due and the failure is not remedied within seven (7) days of notice.
We will restore access when we are reasonably satisfied that the basis for suspension is resolved, or terminate under clause 11.2 if the basis is not capable of resolution. You are liable for reasonable external costs we incur investigating and responding to any suspension triggered by your conduct, including legal costs and third-party forensic costs. Internal personnel costs are recoverable only to the extent they are reasonable, documented, and directly attributable to your breach, fraud, abuse, illegal activity, or security-threatening conduct.
11.2 Termination for cause. Either party may terminate these Terms immediately by notice if the other party:
(a) commits a material breach that is not remedied within fourteen (14) days of notice (or that is incapable of remedy, in which case termination is immediate); or (b) becomes insolvent, appoints an administrator, enters external administration, is wound up, or suffers any equivalent event in any jurisdiction.
11.3 Termination for convenience. Either party may terminate these Terms on thirty (30) days' written notice. No refund of credits or fees is payable on termination for convenience by either party, except where required by a non-excludable provision of law.
11.4 Effect of termination. On termination:
(a) your right to access the Services ceases; (b) we will make your User Content available for export under clause 12 for fourteen (14) days; (c) after that period, we will delete or de-identify User Content in accordance with our retention policy, subject to legal retention requirements and clause 8 (which licences survive termination); (d) accrued rights and remedies survive.
11.5 The clauses listed in clause 30 (Survival) survive termination.
12.1 During your subscription, and for fourteen (14) days after termination, you may export your User Content through the export tools provided in the Services. We provide exports in formats we reasonably determine to be appropriate for the relevant data type and export tool. We do not guarantee that exports will be in any particular format or that all data will be exportable.
12.2 After the fourteen (14) day window, we may delete or de-identify User Content in accordance with clause 11.4(c), without further notice to you.
12.3 Your right of access and correction to your personal information under APP 12 and APP 13 is preserved and is not affected by this clause. See the Privacy Policy for the process.
13.1 We warrant that we will provide the Services with due care and skill, and that the Services will be reasonably fit for the general purposes for which construction project-management software of this kind is commonly acquired, to the extent required by the Australian Consumer Law.
13.2 Except as stated in clause 13.1 and as required by non-excludable law, we make no warranty, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, completeness, timeliness, currency, reliability, security, uninterrupted operation, or freedom from errors, bugs, viruses, or vulnerabilities.
13.3 You warrant that:
(a) you have the authority to enter into these Terms; (b) you will comply with all laws applicable to your use of the Services; (c) you will comply with the warranties in clause 8.5 in respect of User Content; and (d) you hold and will maintain the insurance described in clause 19.
Your obligation to review and verify Automated Analysis outputs, and not to treat the Services as a substitute for licensed or qualified professionals, is set out in the Construction Industry Disclaimer and the Automated Analysis Disclaimer and is not a warranty under this clause.
14.1 Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred by the Australian Consumer Law or any other applicable law that cannot be excluded, restricted, or modified by agreement.
14.2 Where the Australian Consumer Law applies and the Services are not of a kind ordinarily acquired for personal, domestic, or household use, our liability for failure to comply with a consumer guarantee is limited, at our option, to:
(a) the supply of the Services again; or (b) the payment of the cost of having the Services supplied again.
14.3 Clause 14.2 does not apply where reliance on it would not be fair or reasonable in the circumstances.
15.1 Aggregate cap - per User. Subject to clauses 15.3 and 15.4 and to the maximum extent permitted by law, our total aggregate liability to any one User, arising out of or in connection with these Terms, the Services, or any Automated Analysis - whether in contract, tort (including negligence), under statute, in equity, or otherwise - is limited to the greater of:
(a) the total fees actually paid by that User to us in the twelve (12) months immediately preceding the first event giving rise to the liability; or (b) Australian dollars one thousand (AUD $1,000),
whichever is greater but in no event exceeding twice the total fees paid by that User in the twelve (12) months preceding the claim.
The cap in this clause applies separately to each User and is not aggregated across any group, class, representative proceeding, or joint claim. For the avoidance of doubt, liability to a User is never multiplied by, nor reduced by, the existence of claims by other Users.
15.2 Excluded losses. Subject to clause 15.3 and to the maximum extent permitted by law, we are not liable to you for any of the following, however arising, even if foreseeable or advised of the possibility:
(a) loss of profit, revenue, or anticipated savings; (b) loss of business, goodwill, reputation, or opportunity; (c) loss of, damage to, or corruption of data; (d) business interruption or loss of use; (e) loss of contracts or tenders; (f) wasted expenditure or costs of procuring substitute services; (g) loss arising from your decisions or reliance on any Automated Analysis, programme, cost estimate, risk assessment, claim, notice, compliance extraction, market-intelligence output, bid/no-bid recommendation, methodology, cover letter, or any other output of the Services; (h) loss arising from the acts, omissions, changes, pricing, or outages of any Third-Party Integration; (i) liquidated damages, delay damages, or extension-of-time costs under your construction contracts; (j) regulatory fines, penalties, or enforcement costs arising from your conduct; or (k) indirect, incidental, consequential, special, exemplary, or punitive damages of any kind.
15.3 Carve-outs from cap and exclusions. Nothing in clauses 15.1 or 15.2 limits liability for:
(a) death or personal injury caused by the negligence of that party; (b) fraud or fraudulent misrepresentation by that party; (c) wilful misconduct by that party; (d) a party's obligation to pay fees or refunds properly due; or (e) any liability that cannot be limited or excluded by law.
15.4 Duty of care - limitation, not denial. The Services are software. The Operator does not hold itself out as possessing the expertise of any licensed practitioner and does not, by providing the Services, voluntarily assume a duty of care in tort to any User or to any third party for the accuracy, completeness, or fitness for purpose of any Automated Analysis output. However, if (contrary to the preceding sentence) a duty of care is nevertheless found to exist on the facts of a particular matter:
(a) the duty is limited in scope to the exercise of reasonable care in the design, operation, and maintenance of the Services as software, and does not extend to the substantive accuracy of any individual output; (b) the standard of care is informed by the fact that the User is warned of the fallibility of Automated Analysis, is required to perform independent human review under the Automated Analysis Disclaimer, and is in a better position than the Operator to assess context-specific fitness for purpose; and (c) liability arising from any such duty is subject to the cap in clause 15.1 and the exclusions in clause 15.2.
15.5 Proportionality and commercial bargain. You acknowledge that the allocation of risk in this clause 15 is a fundamental basis of the commercial bargain between the parties. It is reflected in the credit-metered pricing, which is materially lower than the cost of engaging licensed professionals to produce equivalent drafts. It is proportionate to the value you receive from the Services and to the Operator's legitimate business interests in offering a software product at scale. It would not be agreed to, and the Services would not be offered at the prices charged, without it. You have had the opportunity to seek independent legal advice on this clause before accepting these Terms.
16.1 User indemnity. You indemnify us and our officers, directors, employees, contractors, affiliates, successors, assigns, and agents ("Indemnified Parties") against any claim, loss, damage, liability, cost, or expense (including reasonable legal costs on a solicitor-and-own-client basis) arising out of or in connection with:
(a) any third-party claim that your User Content, or our permitted use of User Content under these Terms, infringes or misappropriates any intellectual property, privacy, confidentiality, publicity, moral, or other right; (b) any claim by an individual whose personal information is contained in your User Content; (c) your breach of clause 7 (Acceptable Use), clause 8.5 (User Content warranties), clause 13.3 (User warranties), or clause 19 (Insurance); (d) your breach of any law, regulation, or third-party contractual obligation; (e) your external use of, or reliance on, any Automated Analysis output or other output of the Services, including in any decision, submission, notice, claim, or document, to the extent the claim, loss, damage, liability, cost, or expense is caused by your failure to perform the human review required by the Automated Analysis Disclaimer, Construction Industry Disclaimer, or Beta Programme Agreement; (f) any dispute between you and a third party to the extent the dispute is caused by User Content you uploaded, your breach of these Terms, your breach of law, or your failure to perform the required human review before relying on an output of the Services; or (g) any fraud or wilful misconduct by you or your personnel.
No cap on the core User indemnity. Your indemnity obligations under clause 16.1(a), 16.1(b), 16.1(c), 16.1(d), and 16.1(g) are not subject to any monetary cap and are not limited by the Operator's liability cap in clause 15.1. Your indemnity obligations under clause 16.1(e) and 16.1(f) are limited to losses reasonably connected with your breach, misuse, external use, or failure to perform required human review. This allocation is intended to protect the Operator from third-party and compliance risk created by your content, conduct, and reliance decisions, while preserving non-excludable rights and remedies.
16.2 Conduct of claims. As a condition of an indemnity claim under clause 16.1:
(a) we will notify you of the claim within a reasonable time (failure to notify does not relieve you of liability); (b) where we reasonably determine that the claim could materially affect the Services, our intellectual property, our security, other users, or our legal position, we may assume control of the defence at your expense and you must cooperate fully with our defence; however, we will not settle a claim in a way that requires you to admit liability or pay a settlement amount beyond the indemnity scope without your consent, not to be unreasonably withheld; and (c) you may not settle any claim without our prior written consent.
16.3 No Operator indemnity. For the avoidance of doubt, we do not indemnify you against any claim, including any claim that your use of the Services infringes the intellectual property rights of a third party. If we reasonably determine that a Services feature is likely to be affected by an infringement claim, we may modify, replace, suspend, or withdraw the affected feature. Where that materially reduces a paid non-beta feature you have purchased and we do not provide a reasonable replacement, your remedy is a pro-rata refund of unused, non-expired prepaid fees or credits for that affected feature, except to the extent a broader remedy is required by non-excludable law.
17.1 As between you and us, we own all right, title, and interest in and to the Services, including all software, code, models, prompts, heuristics, training data (other than your raw User Content), user interfaces, designs, templates, libraries, documentation, trade marks, trade dress, and all improvements, enhancements, and derivative works, and all intellectual property rights in any of the foregoing. No rights are granted to you other than as expressly set out in clause 4.
17.2 You retain ownership of raw User Content under clause 8.1, subject to the licence in clause 8.2 and the Aggregated Data provisions in clause 8.3.
17.3 Nothing in these Terms transfers any trade mark right. You must not use any Operator trade mark, logo, or trade name without our prior written consent.
18.1 Each party must keep confidential the other party's Confidential Information and use it only to perform its obligations or exercise its rights under these Terms.
18.2 "Confidential Information" means any non-public information disclosed by one party to the other that is marked confidential or would reasonably be understood to be confidential, excluding information that:
(a) is or becomes public through no breach of this clause; (b) is independently developed without reference to the other party's Confidential Information; (c) is received from a third party without restriction; or (d) is Aggregated Data.
18.3 A party may disclose Confidential Information to its personnel, professional advisers, and sub-processors on a need-to-know basis, provided they are bound by equivalent obligations, or as required by law or court order (with prior notice to the other party where permitted).
18.4 On termination, you will promptly return or destroy all of our Confidential Information and certify destruction in writing on request. We may retain your Confidential Information for as long as we reasonably determine is necessary for back-up, audit, compliance, Aggregated Data, legal hold, and any Permitted Purpose under clause 8.2.
19.1 You warrant that you hold and will maintain throughout your use of the Services, at your own cost, insurance appropriate to your construction business, including:
(a) public liability insurance with a limit of not less than AUD $20,000,000 per occurrence; (b) professional indemnity insurance appropriate to your trade, project exposure, and any design or advisory work; (c) workers compensation insurance as required by law in each State or Territory in which you operate; and (d) any trade-specific, contract-specific, or regulator-required cover applicable to your business.
19.2 You acknowledge that you will not treat the Services, the Operator, or any output of the Services as a substitute for, or a means of transferring risk from, the insurance described in clause 19.1.
20.1 Unless you opt out by emailing admin@outpostsystems.com.au, you grant us a royalty-free licence to identify you as a customer of the Services, including by use of your name, trading name, and logo, in our website, customer lists, investor communications, and sales materials.
20.2 We will not publish a case study, quote, endorsement, project detail, performance claim, or confidential information about you without your prior written approval. We must not use your name or logo in a way that implies endorsement beyond being a customer of the Services.
21.1 Each party represents and warrants that it will comply with:
(a) all applicable anti-bribery and anti-corruption laws, including Division 70 of the Criminal Code Act 1995 (Cth) and any equivalent foreign law; (b) all applicable sanctions laws, including those administered by the Australian Department of Foreign Affairs and Trade, the United Nations, OFAC, the European Union, and the United Kingdom; (c) the Modern Slavery Act 2018 (Cth), including taking reasonable steps to identify and address modern slavery risks in its own operations and supply chains; (d) all applicable anti-money-laundering and counter-terrorism-financing laws; and (e) all applicable export control laws.
21.2 You will not cause us to breach any of the laws referred to in clause 21.1.
22.1 Neither party is liable for any failure or delay in performance (other than a payment obligation) caused by an event beyond its reasonable control, including acts of God, natural disaster, pandemic, epidemic, war, act of terrorism, civil unrest, strike or labour dispute (other than of its own workforce), shortage of materials, failure or interruption of telecommunications, internet, cloud infrastructure, or third-party service, cyber-attack, ransomware, denial-of-service attack, regulatory action, governmental order, sanctions, or court order ("Force Majeure Event").
22.2 The affected party must notify the other as soon as reasonably practicable and in any event within seven (7) business days of becoming aware of the Force Majeure Event, and must use reasonable endeavours to mitigate the effect. Failure to give notice within that period does not disentitle the affected party from relying on this clause, but the other party may recover loss that could have been avoided had notice been given on time.
22.3 If a Force Majeure Event continues for more than one hundred and twenty (120) days, either party may terminate these Terms by notice. We may terminate earlier where we reasonably determine that continued provision of the Services is no longer commercially, legally, technically, or operationally practicable as a result of the Force Majeure Event, and we will give notice where practicable.
23.1 We may assign, novate, or transfer these Terms (in whole or in part) to an affiliate, a successor, or a purchaser of our business or assets, without your consent, on notice to you.
23.2 You may not assign, novate, or transfer these Terms without our prior written consent, which we may withhold only where reasonably necessary to protect our legitimate business interests, including credit risk, security risk, sanctions risk, supportability, product integrity, confidentiality, or regulatory risk. A change of control of the User (whether direct or indirect) is deemed an assignment requiring consent.
24.1 You authorise us to engage sub-processors (including cloud hosting, Automated Analysis providers, analytics, support tools, and payment processors) to provide the Services. A current list is published at /legal/sub-processors within the Services and on our public website. The list identifies each sub-processor's function, the category of personal information handled, and the country or countries in which processing occurs.
24.2 We require sub-processors to accept contractual privacy, confidentiality, and security obligations appropriate to their function and the information they handle. Our liability to you for sub-processor conduct is limited to the Services as described in these Terms and is subject to the limitations in clause 15, except to the extent liability cannot be limited by law. You acknowledge that the use of sub-processors is essential to providing the Services at the prices charged.
25.1 We may amend these Terms from time to time. Amendments take effect when they are accepted by you under clause 25.2 or 25.3, not on publication.
25.2 Active acceptance for material amendments. Any amendment to clause 8 (User Content, Data Rights, Intelligence Platform and Marketplace), clause 9 (Credits, Fees and Billing), clause 15 (Liability, Duty of Care, Cap and Exclusions), clause 16 (Indemnities), or clause 25 itself is automatically a materially adverse amendment. We will notify you by email and require re-acceptance through the /legal/reaccept flow at your next sign-in before further use of the Services.
25.3 Deemed acceptance for non-material amendments. For any other amendment, we will notify you by email at least fourteen (14) days before the effective date. If you continue to use the Services after the effective date, you are deemed to have accepted the amendment. If you do not agree, you must stop using the Services and terminate under clause 11.3 before the effective date.
25.4 If you decline. If you do not accept a materially adverse amendment under clause 25.2, you may terminate these Terms under clause 11.3 within fourteen (14) days of the notice. We will refund any unused, non-expired, non-dormant prepaid credits or fees on a pro-rata basis, less any fees properly owing to us, except where the materially adverse amendment is required by law, regulation, court or tribunal order, regulator direction, or another non-excludable legal obligation. During the fourteen (14) day period, you may continue to use the Services under the terms in effect immediately before the proposed amendment.
25.5 Legal-compliance amendments. Amendments required to comply with a law, regulation, court or tribunal order, or regulator direction may take effect on shorter notice where reasonably necessary to achieve compliance, but still require positive acknowledgement on next sign-in.
26.1 Good-faith negotiation. If a dispute arises, the parties must first attempt to resolve it by good-faith negotiation between senior representatives for at least twenty-one (21) days.
26.2 Mediation. If negotiation fails, the parties must attempt mediation administered by the Australian Disputes Centre (or equivalent body). The mediation will be conducted in person in Brisbane, or by video conference at the election of the Operator. The mediator is appointed by agreement or, failing agreement, by the President of the Australian Disputes Centre. The costs of mediation are borne equally unless the mediator determines otherwise.
26.3 Courts. If mediation fails, either party may commence proceedings in the courts of Queensland. The parties acknowledge that the Federal Court of Australia has concurrent jurisdiction for matters arising under federal law, including proceedings under Part IVA of the Federal Court of Australia Act 1976 (Cth). Nothing in this clause prevents either party from seeking urgent injunctive or interlocutory relief in any court of competent jurisdiction.
26.4 Preference for individual resolution. The parties acknowledge the availability of representative proceedings under Part IVA of the Federal Court of Australia Act 1976 (Cth) and equivalent State law. Where a dispute can fairly be resolved on an individual basis, the parties agree to attempt individual resolution first. Nothing in these Terms prevents a party from commencing or participating in a representative proceeding where the law permits. The liability cap in clause 15.1 applies on a per-User basis and is not aggregated across any representative proceeding.
26.5 Costs. If we substantially prevail in any dispute, claim, or proceeding arising out of or in connection with these Terms, you must pay our reasonable legal costs and expenses (including solicitor-and-own-client costs) in addition to any other relief awarded.
26.6 Limitation period. To the extent permitted by law, any claim arising out of or in connection with these Terms must be commenced within one (1) year of the date the cause of action accrued. A claim not commenced within that period is permanently barred. This clause does not exclude or cut down any longer limitation period that applies as a matter of law and cannot be contracted out of, and in the event of inconsistency the statutory period prevails.
27.1 These Terms are governed by the laws of Queensland, Australia, and the laws of the Commonwealth of Australia as they apply in that State.
27.2 The United Nations Convention on Contracts for the International Sale of Goods does not apply.
28.1 Notices must be sent in writing to:
(a) for the Operator: admin@outpostsystems.com.au and the registered address; (b) for the User: the email address and postal address on the User's account.
28.2 Notice is deemed received on the next business day after sending by email, or three business days after posting by pre-paid Australian mail.
29.1 Entire agreement. These Terms, together with the incorporated documents in clause 1.4, constitute the entire agreement between the parties on their subject matter and supersede any prior agreement, representation, or understanding. You acknowledge that you have not relied on any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in these Terms, and that you have no claim for innocent or negligent misrepresentation based on any statement in these Terms.
29.2 Severability. If any clause is held unenforceable, it is severed to the minimum extent necessary and the remaining clauses continue in force.
29.3 No waiver. No failure or delay in exercising a right is a waiver of that right.
29.4 No partnership. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship.
29.5 Counterparts and electronic execution. These Terms may be accepted electronically. Your acceptance is binding under the Electronic Transactions Act 1999 (Cth) and equivalent State legislation. The platform records the acceptance event, IP address, user agent, document hash (SHA-256), and timestamp as evidence of execution.
29.6 No third-party beneficiaries, except that the Indemnified Parties in clause 16.1 may enforce that clause directly.
The following clauses survive termination: 2 (Definitions), 7 (Acceptable Use - continuing obligations), 8 (User Content, Data Rights, Intelligence Platform and Marketplace - as provided in clause 8.2), 11.4 (Effect of Termination), 12 (Data Export), 13.3 (User warranties), 14 (Consumer Law Statement), 15 (Liability), 16 (Indemnities), 17 (Intellectual Property), 18 (Confidentiality), 21 (Compliance Representations), 23 (Assignment), 26 (Dispute Resolution), 27 (Governing Law), 28 (Notices), 29 (General), the survival provisions of the Beta Programme Agreement if applicable, and this clause 30.
"ACL" means the Australian Consumer Law set out in Schedule 2 to the Competition and Consumer Act 2010 (Cth).
"Aggregated Data" has the meaning in clause 2 and is further described in clause 8.3.
"APP" or "Australian Privacy Principles" means the principles set out in Schedule 1 to the Privacy Act 1988 (Cth).
"Automated Analysis" has the meaning in clause 2.
"Beta Programme Agreement" means the Outpost Beta Programme Agreement as amended from time to time.
"Confidential Information" has the meaning in clause 18.2.
"Credits" means the credit units used to meter consumption of the Services.
"Effective Date" has the meaning in clause 1.2.
"Force Majeure Event" has the meaning in clause 22.1.
"Indemnified Parties" has the meaning in clause 16.1.
"Operator" means Outpost Systems Pty Ltd (ACN 694 132 235), trading as Outpost Systems.
"Order Form" means any written order, enterprise agreement, or statement of work signed between an authorised officer of the Operator and the User.
"Permitted Purposes" has the meaning in clause 8.2.
"Privacy Policy" means the Outpost Privacy Policy as amended from time to time.
"Services" has the meaning in clause 2 and is further described in clause 5.
"Terms" means these Terms of Service as amended from time to time.
"Third-Party Integration" has the meaning in clause 2 and is further described in clause 6.
"UCT" means the Unfair Contract Terms regime in Part 2-3 of the ACL, as amended from time to time.
"User" means the individual or entity accepting these Terms.
"User Content" has the meaning in clause 2.
By clicking "I accept", by typing your name in the signature field, or by first use of the Services, you acknowledge that:
Acceptance record captured at acceptance time: document SHA-256 hash, User ID, acceptance timestamp (UTC), IP address, user agent, acceptance method, and version identifier of these Terms.
End of Terms of Service.