Terms and Conditions

These Terms and Conditions ("Terms") govern access to and use of the Website and Services provided by:

Handover Pty LimitedACN 673 490 858 trading as Handrails ("Company", "Handrails", "we", "us", "our")

By accessing or using the Website or Services you agree to be bound by these Terms.

1. Scope and Hierarchy

These Terms govern:

(a) Access to and use of the Website

(b) Access to and use of the Services unless you have entered into a separate executed Order Form with the Company.

Where a Customer has entered into a signed Order Form:

• The Order Form incorporates these Terms by reference
• Commercial terms including pricing, subscription term and billing mechanics are governed by the Order Form
• If there is any inconsistency the Order Form prevails.

Marketing materials and product descriptions are informational only and do not form part of any binding agreement unless expressly incorporated into an executed Order Form.

2. The Services

Handrails provides a SaaS platform offering structured simulation and assurance services including but not limited to:

• Policy simulations
• Incident response simulations
• Compliance assurance testing
• Internal process validation
• Supply chain and recall simulations
• AI assisted scenario generation
• Reporting dashboards and analytics

The scope of Services is defined in the applicable Order Form.

The Company may modify or enhance the Services from time to time provided core functionality is not materially reduced during an active subscription term.

3. Simulation Services — No Advisory or Certification

The Services including simulation outputs, reports and analytics are provided solely for informational, training and internal assessment purposes.

The Services:

• Do not constitute legal, regulatory or professional advice
• Do not certify compliance
• Do not guarantee regulatory approval
• Do not guarantee detection of all risks

The Customer remains solely responsible for compliance decisions and must independently verify all outputs before reliance.

4. Regulatory Reliance

The Customer acknowledges that the Services are tools designed to assist internal training, scenario testing and operational preparedness.

The Services are not designed to determine regulatory compliance and must not be relied upon as evidence of compliance with any law, regulation, regulatory standard or certification requirement.

The Customer remains solely responsible for determining whether its policies, procedures and operations satisfy applicable regulatory obligations.

5. Internal Use of Simulation Outputs

Simulation outputs, reports, analytics and related materials generated through the Services are intended solely for internal organizational use.

The Customer must not represent, publish or promote such outputs as independent certifications, regulatory approvals, compliance confirmations or external audit outcomes without the Company’s prior written consent.

6. No Guarantee of Risk Identification

The Customer acknowledges that simulations and testing scenarios cannot identify every operational, governance or compliance risk.

The Company does not guarantee that the Services will identify, predict or prevent all risks, incidents, security breaches or regulatory failures.

The Customer remains responsible for implementing appropriate governance, compliance and risk management frameworks.

7. Customer Responsibility for Controls

The Customer acknowledges that the Services are tools intended to assist with internal assessment, training and scenario testing.

The Customer remains solely responsible for:

• Designing and implementing its governance, risk management and compliance programs
• Maintaining appropriate policies, procedures and internal controls
• Ensuring personnel are properly trained
• Monitoring and enforcing compliance with internal policies and applicable laws

The Company does not assume responsibility for the Customer’s operational, regulatory or risk management controls.

Use of the Services does not replace or reduce the need for appropriate internal governance, compliance programs or professional advice.

8. AI Outputs

The Services utilise artificial intelligence technologies ("AI Outputs").

The Customer acknowledges that:

• AI Outputs are probabilistic and non deterministic
• AI Outputs may contain inaccuracies or errors
• AI Outputs may vary between sessions
• AI Outputs may be generated without human review

AI Outputs are provided as is and must be independently verified.

9. AI Output Accuracy and Human Review

The Customer acknowledges that artificial intelligence systems may generate outputs that are incomplete, inaccurate, outdated or otherwise unsuitable for specific circumstances.

The Company does not guarantee the accuracy, completeness or reliability of AI generated outputs.

Customers must independently review and verify all AI Outputs before relying on them for operational, regulatory, legal or business decisions.

The Customer is solely responsible for determining whether any AI generated output is appropriate for its intended use.

The Company is not responsible for decisions, actions or outcomes resulting from reliance on AI generated outputs.

10. No Duty of Care

To the maximum extent permitted by law the Company disclaims any duty of care in relation to:

• Identification or prevention of risk
• Regulatory compliance
• Governance adequacy
• Crisis response sufficiency

The Services are internal assessment tools only.

Nothing in these Terms creates a fiduciary, advisory, audit or agency relationship.

11. Customer Assumes Risk

The Customer acknowledges that:

• Use of the Services involves inherent uncertainty
• The Customer assumes responsibility for decisions made in reliance on the Services
• The Customer bears risk associated with its own governance and compliance frameworks.

12. User Definition

A "User" means an individual authorised by the Customer who runs or participates in a simulation session during a month.

User counts and billing mechanics are governed by the applicable Order Form.

13. Account Registration and Subscription Mechanics

Access to the Services may require registration of an account and acceptance of an applicable subscription plan or executed Order Form.

Customers must ensure that all registration information provided is accurate, complete and kept up to date.

Subscriptions may renew automatically unless terminated or non renewed in accordance with the applicable Order Form or subscription terms.

The Company reserves the right to modify subscription plans pricing or service tiers with reasonable notice.

14. Account Security Obligations

The Customer is responsible for maintaining the security of all user accounts and credentials.

The Customer must take reasonable steps to protect account access including:

• Maintaining secure passwords
• Limiting account access to authorised personnel
• Promptly revoking access when personnel leave or change roles
• Notifying the Company of any suspected unauthorised access or security breach

The Company is not responsible for loss or damage resulting from unauthorised account access caused by Customer failure to secure credentials.

15. Acceptable Use

The Customer must not:

• Reverse engineer or attempt to extract source code
• Use the Services to develop competing products
• Train competing AI systems using outputs
• Conduct competitive benchmarking without consent
• Scrape or extract data using automated tools
• Use the Services unlawfully

The Company may suspend access for violations.

16. Confidentiality

Each party must keep confidential all non public information disclosed in connection with the Services that is marked confidential or reasonably understood to be confidential.

Confidential Information excludes information that:

• Is publicly available
• Was lawfully known prior
• Is independently developed
• Is required to be disclosed by law.

17. Marketing and Publicity

The Company may identify the Customer as a client of Handrails and may use the Customer name, trademarks and logo in marketing materials, investor presentations, case studies, website listings and promotional communications provided such use is reasonable and consistent with customary industry practice.

The Company will not disclose Confidential Information or publish detailed case studies, simulation results or performance outcomes without prior written consent.

Customers may request removal of logos from future marketing materials upon written notice.

18. Intellectual Property and Feedback

Customer retains ownership of Customer Data.

The Company retains ownership of:

• The platform and software
• Templates methodologies and scoring systems
• AI models
• Aggregated and de identified analytics

Feedback or suggestions provided by the Customer may be used by the Company without restriction.

19. Export Controls and Sanctions

The Customer represents that it is not subject to sanctions restrictions and will not use the Services in breach of export control or sanctions laws.

20. Security and Transmission Risk

Transmission of data over the internet involves inherent risks. The Company does not guarantee absolute security of data transmitted via public networks.

21. Disclaimer of Warranties

The Services are provided as is and as available.

The Company does not warrant that:

• Services will be uninterrupted or error free
• Outputs will be accepted by regulators
• Compliance will be achieved
• All risks will be identified.

22. Limitation of Liability

Total aggregate liability shall not exceed the greater of:

(a) Fees paid in the twelve months preceding the claim

(b) Proceeds recoverable under the Company professional indemnity insurance.

The Company is not liable for:

• Indirect or consequential loss
• Regulatory fines or penalties
• Reputational damage
• Product recall costs
• Business interruption
• Reliance on AI Outputs without verification.

No director officer or employee has personal liability.

23. Payment Failure and Chargebacks

If a payment is declined reversed or unpaid for any reason the Customer remains responsible for all outstanding amounts and any associated banking or payment processing fees.

The Company reserves the right to suspend Services until outstanding amounts are paid.

24. Refund Policy

Refunds are provided only where required under applicable consumer protection laws or where the Company determines in its reasonable discretion that a refund is appropriate.

Where a refund is granted it will generally be limited to the unused portion of prepaid fees.

25. Termination

Either party may terminate an Order Form or subscription:

• If the other party commits a material breach and fails to remedy it within fourteen days of written notice
• If payment obligations remain unpaid after notice
• If required by law
• If the Services become commercially impractical to provide.

The Company may suspend or terminate access where misuse of the Services occurs.

Termination does not affect accrued payment obligations.

26. Force Majeure

The Company is not liable for delays caused by events outside its reasonable control including infrastructure outages natural disasters government actions or third party service failures.

27. Dispute Resolution

Parties must attempt to resolve disputes in good faith.

If unresolved within thirty days the dispute must proceed to mediation in Sydney under Resolution Institute rules.

Urgent interlocutory relief may still be sought through courts.

28. Representative Proceedings

Claims must be brought individually. Customers agree not to participate in class or representative proceedings.

29. Governing Law

These Terms are governed by the laws of New South Wales Australia.

30. Severability

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