Terms of Service

1. Introduction & Acceptance of Terms

These Terms of Service ("Terms") govern access to and use of the BINGS software suite — including Run Book, Drill Calc, Stock, People, Safety and Assets (together, the "Service") — supplied by Bings Intuitive Tech ("we", "us", "our").

By creating an account, signing an order form, clicking to accept, or otherwise accessing or using the Service, the business entering into these Terms ("Customer", "you") agrees to be bound by them. If you accept on behalf of a company or other organisation, you confirm you have authority to bind that organisation, and "Customer" then means that organisation.

The Service is offered only to businesses acting in trade or commerce.

These Terms take effect on the date Customer first accepts them and continue until terminated under Section 10 (Term, Suspension & Termination).

2. Definitions

Headings in these Terms are for convenience only and do not affect interpretation.

3. The Service

We provide the Service as a hosted, browser-based progressive web app, licensed to Customer on a subscription basis for the modules and user/rig counts stated in the applicable Order Form. Access does not transfer ownership of any software, and no source code is supplied.

We may add, change, or retire features, and may release updates automatically. Some modules offer offline data entry with sync once connectivity resumes; we are not responsible for delays or conflicts arising from extended offline use outside the Service's designed sync window.

We will use reasonable efforts to keep the Service available, but the Service may be unavailable during scheduled maintenance, for reasons outside our reasonable control (including internet, hosting or third-party outages), or while a fault is fixed. Customer will be notified of planned maintenance in advance where reasonably practicable.

4. Accounts, Roles & Access

The Service uses a three-tier role model: Company Admin, Supervisor, and Rig Operator. Customer's Company Admin(s) control which Authorised Users hold which role and which modules each can see, and are responsible for keeping that assignment current (including removing access for people who leave Customer's business).

Each login is personal to one Authorised User and must not be shared between people. Customer is responsible for all activity under its Authorised Users' logins and must notify us promptly of any suspected unauthorised access or compromised credentials. We may suspend a login we reasonably believe is compromised or shared in breach of this section.

The Rig subscription's included login is tied to that physical Rig, not to one named person — it may be used by whichever qualified Rig Operator is running that Rig at the time, including across shift changes, provided only one person is signed in on it at once (the Service enforces this with one active session per login, described below). It must not be used on more than one Rig at the same time. Any Authorised User who needs their own independent, simultaneous login — a Supervisor, a Company Admin, or an additional Rig Operator beyond the one included per Rig — needs a separate Seat.

Where the Service enforces one active session per licensed login, signing in on a new device may end an existing session on another device. The Service is designed to keep unsynced offline data on that device and sync it once the device reconnects and signs in again.

Customer must ensure Authorised Users comply with these Terms, and Customer remains responsible to us for their acts and omissions in using the Service.

5. Subscription Fees & Billing

Fees are charged per Rig and per Seat for each module included in Customer's Subscription, at the rates shown in the Order Form. We are not registered for GST, so no GST is included in or added to fees; if that changes, we will give notice under this Section before any change to the amount charged. Current rates are always shown during sign-up and in the billing section of the Service. Customer is only charged for the modules it has signed up for. Fees are billed monthly in advance through our payment processor, Stripe, using the payment method Customer provides.

Run Book is included in every Subscription. Other modules are optional: when a module is released, Customer's Company Admin can choose to add it from the billing section of the Service, and any fees for it apply only from when it is added, at the rates shown before Customer confirms. We will never add a module, or its fees, to Customer's Subscription without Customer choosing it. Customer can remove an optional module at any time, and its fees stop from the next billing period.

If a valid trial code is accepted at sign-up, the first charge is delayed for the trial period shown at checkout (currently 14 days). One trial is available per business, and we may treat email addresses at the same domain as the same business. Customer will not be charged if it cancels before the trial ends.

Customer may change the number of Rigs and Seats at any time, in the billing section of the Service or by contacting us; changes are prorated for the rest of the billing period. Subscriptions renew automatically each billing period unless cancelled under Section 10. We may change fees for future billing periods on at least 30 days' written notice; continued use after a fee change takes effect means Customer accepts the new fee from its next renewal.

If a payment fails or is overdue, we may suspend access to the Service after reasonable notice until amounts owing are paid. Fees are non-refundable except: (a) where required by law (see Section 8), or (b) as we agree in writing. Customer is responsible for any bank, currency conversion or Stripe processing fees applied to its payments.

6. Customer Data & Acceptable Use

As between the parties, Customer owns all Customer Data. Customer grants us a licence to host, process, back up and display Customer Data solely to provide, support and improve the Service, and to meet legal obligations. How personal information within Customer Data is handled is set out in the separate BINGS Privacy Policy.

We do not use Customer Data to train externally-facing AI models, and do not sell or rent Customer Data to third parties for their own marketing. We do not use Customer Data — including in de-identified or aggregated form — for analytics or benchmarking across customers, and never share one Customer's data with another.

Customer is responsible for the accuracy of Customer Data it or its Authorised Users enter, and for ensuring it has the right to submit that data (including personal information about its own personnel entered into the People module).

Customer must not, and must ensure Authorised Users do not:

• Use the Service to break the law or infringe another party's rights;
• Attempt to reverse-engineer, decompile or copy the Service outside what the law allows;
• Resell, sublicense or provide third-party access to the Service without our written consent;
• Probe, scan or test the Service's security, or attempt to access data or accounts not belonging to that Authorised User;
• Upload malicious code or content that could disrupt the Service or other customers' use of it; or
• Use the Service in a way that could endanger site personnel by relying on it as a substitute for required safety procedures (see Section 8).

7. Intellectual Property

We and our licensors own all right, title and interest in the Service, including its software, design, branding, documentation and any improvements or derivative works, whether or not developed in response to Customer feedback. Nothing in these Terms transfers any of that intellectual property to Customer.

Subject to payment of fees and compliance with these Terms, we grant Customer a non-exclusive, non-transferable licence to access and use the Service for its internal business operations, limited to the modules and user/rig counts purchased.

Customer must not use the Service, or any data or insight derived from it, to build, train or improve a product that competes with the Service.

If Customer or its Authorised Users submit feedback, suggestions or feature requests, we may use them to improve the Service without payment or attribution, and without any obligation to implement them.

8. Warranties & Disclaimers

Consumer guarantees. Nothing in these Terms excludes, restricts or modifies any guarantee, condition or warranty implied by the Australian Consumer Law (ACL) or any other law that cannot lawfully be excluded, including the guarantees under sections 60–62 of the ACL (due care and skill, fitness for a disclosed purpose, and supply within a reasonable time). Where the Service is a kind we do not ordinarily supply to consumers, and to the extent the law allows, our liability for breach of a non-excludable guarantee is limited, at our option, to re-supplying the Service or paying the cost of having it re-supplied.

As-is basis. Subject to the guarantees above, the Service is provided "as is" and "as available". We do not warrant that the Service will be uninterrupted, error-free, or compatible with every device or network configuration.

Not a substitute for professional judgement. Our modules (including Drill Calc and Run Book) are decision-support and record-keeping tools. They do not replace site safety procedures, statutory obligations, or the professional judgement of qualified drilling personnel. Customer is solely responsible for independently verifying any calculation, survey figure or recommendation the Service produces before relying on it for a safety-critical or operational decision, and for ensuring its Authorised Users are trained to do so.

9. Limitation of Liability

To the maximum extent permitted by law, and subject to Section 8: (a) neither party is liable to the other for indirect, special, incidental or consequential loss, or for loss of profits, revenue, data or business opportunity, arising out of or relating to these Terms or the Service, even if advised of the possibility of that loss; and (b) each party's total aggregate liability arising out of or relating to these Terms, however arising, is limited to the fees Customer paid to us in the 12 months before the event giving rise to the claim.

These limits do not apply to: (i) a party's liability for death or personal injury caused by its negligence; (ii) fraud or wilful misconduct; (iii) Customer's payment obligations; or (iv) liability that cannot lawfully be limited or excluded, including non-excludable ACL consumer guarantees (Section 8).

10. Term, Suspension & Termination

A Subscription runs month-to-month unless the Order Form states a different term, and renews automatically at the end of each billing period. Customer may cancel at any time; cancellation takes effect at the end of the current paid billing period, and Customer keeps access until then. We may end a Subscription for any reason by giving at least 30 days' written notice.

Cancelling is exactly as simple as subscribing in the first place — Customer's Company Admin can cancel from the billing section of the Service or by emailing contact@bingstech.com.au, with no retention calls or extra steps required.

Either party may terminate for the other's uncured material breach (including non-payment) on 14 days' written notice, if the breach is not fixed within that period. We may also suspend or terminate access immediately where continued access would create a security risk, breach the Acceptable Use terms in Section 6, or expose us to legal liability.

On termination, Customer's right to access the Service ends, and Customer Data may be deleted from our systems in accordance with the Privacy Policy and our data retention practices. Sections that by their nature should survive termination (including Sections 7, 8, 9, 11, 12 and 14) continue to apply.

11. Governing Law & Disputes

These Terms are governed by the laws of South Australia, and each party submits to the non-exclusive jurisdiction of the courts of South Australia and any courts entitled to hear appeals from those courts.

Before starting court proceedings (except for urgent injunctive relief, or to recover unpaid fees), the parties will try in good faith to resolve a dispute through senior representatives within 14 days of one party giving written notice of the dispute, and, if unresolved, through mediation administered by the Australian Disputes Centre (ADC) before either party commences litigation.

12. Indemnity

Customer indemnifies and holds us harmless against third-party claims, losses, damages and costs (including reasonable legal costs) arising from: (a) Customer's or an Authorised User's breach of these Terms; (b) Customer Data infringing another party's rights or breaching any law; or (c) misuse of the Service by Customer or an Authorised User — except to the extent caused by our own breach of these Terms or negligence.

13. Force Majeure

Neither party is liable for delay or failure to perform an obligation (other than a payment obligation) caused by an event beyond its reasonable control, including internet, hosting or utility outages, natural disasters, pandemic-related restrictions, or industrial action. The affected party must notify the other promptly and use reasonable efforts to resume performance.

14. General Provisions

Amendments. We may update these Terms from time to time, giving Customer at least 30 days' notice of a material change (by email or in-app notice) before it takes effect. Continued use of the Service after that date means Customer accepts the updated Terms.

Notices. Notices to Bings Intuitive Tech should be sent to contact@bingstech.com.au. Notices to Customer will be sent to the account contact details Customer has provided.

Assignment. Neither party may assign these Terms without the other's consent, except that we may assign them as part of a merger, acquisition, or sale of substantially all our relevant assets.

Severability. If any provision of these Terms is found unenforceable, the rest continue in effect, and the unenforceable provision is read down to the minimum extent needed to make it enforceable.

Entire agreement. These Terms, any Order Form, and the Privacy Policy form the entire agreement between the parties for the Service, replacing any earlier agreement on the same subject.

Contact. Questions about these Terms can be sent to contact@bingstech.com.au.