Customer Terms of Service

1.1 Free Initial Opportunity Report. After you create an account and provide meter data (by uploading a NEM12 file, or by authorising us to obtain it from your electricity retailer on your behalf), we prepare a free Initial Opportunity Report for your site: a summary of key improvement areas, indicative capex-free savings, and indicative solar and battery opportunities. The free report carries no payment obligation and no commitment to subscribe.

1.2 Platform subscription ($100 per site per month, including GST). Unrestricted portal access and a technical report for each subscribed site, including contract comparison, independent bill validation, wastage identification, and detailed solar and battery modelling.

1.3 Energy Assist subscription ($200 per site per month, including GST). Everything in Platform, plus support from the Arcadigm team to action insights, including contract switching with or on your behalf (clause 5) and personalised behavioural advice.

1.4 Monitor add-on ($100 per site per month, including GST). Near-live monitoring and behavioural analytics of subscribed sites, providing anomaly alerts, drift notifications and operational insights. To deliver these analytics we engage a specialist monitoring partner that analyses your data on our behalf. By selecting the Monitor add-on for a site, you authorise us to share that site's meter and interval data with our monitoring partner for the sole purpose of performing that analysis and returning the insights to you through the Services. You acknowledge that our monitoring partner may process this data in the United Kingdom, and that if you do not select the Monitor add-on we do not share your data with it. Our Privacy Policy describes this sharing further.

1.5 Launch offer. Any launch offer (for example a free first year for early customers) is as described at the time you sign up and applies only to the sites and period stated in the offer.

You must provide accurate account information, keep credentials secure, and ensure only authorised people access your account. You are responsible for activity under your account. You must:

• only connect meter data for sites and NMIs your business is entitled to share, and only upload NEM12 or billing data you are entitled to provide
• ensure any authority you give us (including any authority to obtain data from, or deal with, your retailer or metering parties) is granted by a person authorised to do so for your business
• use the Services only for your own business's energy management, not to resell or provide analysis to third parties without our written agreement

3.1 Your data. You retain ownership of the meter, contract and billing data you provide or authorise ("Customer Data"). You grant us a licence to use Customer Data to provide the Services, including sharing it with the categories of service provider described in our Privacy Policy (for example, only if you select the Monitor add-on, our monitoring partner as described in clause 1.4).

3.2 Confidentiality and permitted use. We treat your Customer Data, including your metering and interval data, as confidential, and use it only for the following permitted purposes:

• preparing your Initial Opportunity Report and delivering your subscriptions, including consumption and demand analysis, contract comparison, independent bill validation, wastage identification, and solar and battery modelling;
• where you select the Monitor add-on, providing monitoring and behavioural analytics, including sharing data with our monitoring partner as described in clause 1.4;
• where you instruct us under an Energy Assist subscription, acting on your behalf with retailers and metering parties (clause 5);
• providing support, billing and account administration;
• improving our products and services, including in de-identified form under clause 3.3; and
• complying with our legal obligations.

We do not sell your Customer Data, and we do not use it for any other purpose without your consent or as required by law.

3.3 De-identified data. We may permanently de-identify data derived from Customer Data and retain and use that de-identified data indefinitely, including after this Agreement ends, to develop, train, benchmark and improve our products, models and services and to build aggregated datasets. De-identified data does not identify, and cannot reasonably be used to identify, you, your business, your sites or any individual, we do not attempt to re-identify it, and it is no longer Customer Data or personal information.

3.4 On termination, we will delete or de-identify Customer Data within a reasonable period, except records we must keep by law.

4.1 Modelled estimates. Savings figures, contract comparisons, solar and battery paybacks and similar outputs are modelled estimates based on the data available to us, market data, and stated assumptions. They are decision-support information, not a promise of results. Actual outcomes depend on your operations, market prices, weather, retailer conduct and other matters outside our control.

4.2 Not other forms of advice. The Services are energy analysis and advisory services. We do not provide financial product, legal, tax or engineering advice, and reports are not a substitute for site-specific engineering design.

4.3 Execution partners. Where we refer you to third parties (for example solar or battery installers or electricity retailers), you contract with them directly. We are not a party to those contracts and are not responsible for their performance, though we will exercise due care in making referrals. We may receive a referral fee from a solar or battery execution partner if you proceed with them; where a referral fee applies, we will tell you before you commit. We never receive commissions or referral fees from electricity retailers (clause 5).

4.4 Data quality. Our outputs depend on the completeness and accuracy of the data you provide or authorise. We are not responsible for errors caused by incomplete, inaccurate or withheld Customer Data.

5.1 Letter of authority. To obtain your meter and account data from your electricity retailer or metering parties, and (under an Energy Assist subscription) to deal with them on your behalf, we need your written authority. You authorise us to act as your representative for these purposes, and you agree to sign any letter of authority a retailer or metering party reasonably requires. You may revoke this authority at any time by written notice, and it ends when your account closes.

5.2 Acting on your behalf (Energy Assist). Where your subscription includes acting on your behalf (for example switching retail electricity contracts):

• we act only on your specific, recorded instruction for each transaction;
• we will present the options and the basis for our recommendation before you commit; and
• where a site is a small customer under the National Energy Retail Law, we will obtain and record your consent to a transfer in the form the acquiring retailer requires to meet its explicit informed consent obligations.

5.3 No retailer commissions. We do not accept commissions, referral fees or other benefits from electricity retailers. Our only remuneration for contract advice and switching is your subscription fee, so our retailer recommendations are independent.

6.1 Paid subscriptions are billed per site, monthly in advance, through our third-party payment processor. Prices are as listed at arcadigm.com.au/pricing at the time you subscribe and include GST. Prices may change in accordance with clause 6.5.

6.2 Minimum period. Paid subscriptions have a 12-month minimum support period per site, starting on the site's first billing date. This reflects that meaningful energy results accrue over a full seasonal cycle.

6.3 After the minimum period, subscriptions continue month to month. You may cancel any site with 30 days written notice, effective at the end of the then-current billing month. There is no automatic renewal into a new fixed term.

6.4 Early termination. During the minimum period you may terminate a site's subscription early: (a) under clause 9 (our material breach or insolvency), (b) if we increase that site's price (clause 6.5); or (c) at any other time on 30 days written notice. Where you terminate early under (c), you agree to pay our reasonable costs directly attributable to the early termination, being the costs and third-party charges we incurred for that site and cannot reasonably avoid or recover, up to (but no more than) the fees that would otherwise have applied for the remainder of the minimum period. We will tell you the amount before it becomes payable and will not charge more than our actual loss.

6.5 Price changes. We may change subscription prices with at least 60 days written notice. A price change does not take effect for a site during its 12-month minimum period. If you do not accept a price change, you may cancel the affected site's subscription before the change takes effect, without early termination fees.

6.6 Late payment. If an invoice is unpaid 14 days after its due date we may suspend the affected Services until payment, after giving you notice and a chance to pay.

We own the portal, software, models, methodologies and report templates. You own your Customer Data (clause 3). We grant you a non-exclusive, non-transferable licence during the subscription to use the portal and reports for your internal business purposes. Reports may be shared with your advisers and financiers, but not published or provided to competitors of Arcadigm.

We will provide the Services with due care and skill and aim for high portal availability, but we do not promise uninterrupted operation. Planned maintenance will be scheduled to minimise disruption where practicable. We may improve or modify features, provided we do not materially reduce the core functionality of your paid subscription during a period you have paid for; if we do materially reduce it, you may terminate the affected subscription under clause 9.

9.1 By you, for cause. You may terminate a subscription immediately by written notice if we are in material breach and fail to remedy within 21 days of notice, if we materially reduce paid functionality (clause 8), or if we become insolvent. In that case we will refund any fees paid in advance for the unexpired period, and no early termination fees apply.

9.2 By us. We may terminate or suspend for your material breach (including non-payment after the clause 6.6 process, or misuse under clause 2) with 21 days notice to remedy where the breach is remediable, or immediately for serious misuse or unlawful activity.

9.3 Free accounts. We may close inactive free accounts on 30 days notice.

9.4 Effect. On termination your portal access ends, accrued fees remain payable, and clause 3.4 applies to Customer Data. Clauses 4, 7, 10 and 11 survive.

10.1 Australian Consumer Law. Our Services come with guarantees that cannot be excluded under the Australian Consumer Law. Nothing in this Agreement excludes, restricts or modifies those guarantees or any other right you have at law that cannot be excluded. Where the ACL permits, our liability for breach of a consumer guarantee is limited to supplying the Services again or paying the cost of having them supplied again.

10.2 Cap. Subject to clause 10.1, each party's total aggregate liability under or in connection with this Agreement is limited to the fees paid or payable by you in the 12 months before the event giving rise to the claim.

10.3 Exclusions. Subject to clause 10.1, neither party is liable for indirect or consequential loss, loss of profit, or loss of anticipated savings. For clarity, "loss of anticipated savings" includes energy savings estimated in a report that do not eventuate.

10.4 What is not excluded. Nothing limits liability for fraud, wilful misconduct, or either party's breach of clause 3 (data) to the extent such a limit is not permitted by law.

11.1 Notices may be given by email (to hello@arcadigm.com.au for us, and to your account email for you) and take effect on the business day after sending.

11.2 Variation. We may update this Agreement with at least 30 days written notice. If a change materially reduces your rights, you may terminate the affected subscription before the change takes effect without early termination fees. Continued use after the effective date is acceptance.

11.3 Assignment. Neither party may assign without the other's consent, except we may assign to a related body corporate or in connection with a sale of the business, with notice to you.

11.4 Force majeure. Neither party is liable for delay caused by events beyond its reasonable control (excluding payment obligations).

11.5 Entire agreement. This Agreement, the Privacy Policy, and any order or offer terms you accept at signup are the entire agreement and replace prior discussions.

11.6 Governing law. South Australia, Australia; the parties submit to the non-exclusive jurisdiction of its courts and the courts of the Commonwealth of Australia.

Arcadigm Pty Ltd (ACN 699 686 112, ABN 39 699 686 112), 212 Grenfell Street, Adelaide SA 5000, hello@arcadigm.com.au.