Terms of Use

1. Agreement Formation

1.1 FaultPilot is a maintenance workflow platform for mining and industrial operations. It provides fault logging, diagnostic tracking, shift handover management, and AI assisted diagnostic tooling. The platform enables organisations to upload, process, and retrieve information from their own technical documentation to support maintenance workflows.

1.2 FaultPilot is provided by FaultPilot Technologies Pty Ltd (ACN 687 468 202) (FT, we or us).

1.3 These Terms of Use govern your access to, and use of, FaultPilot. Additionally, our Privacy Policy, Data Processing Agreement, Service Level Agreement and Data Retention Policy (Related Agreements and Policies) will also apply. By registering to use FaultPilot and clicking the 'accept' icon, you agree to be bound by these Terms of Use, the Related Agreements and Policies together with any proposal we have provided to you, and a binding agreement will be formed between you and us (Agreement).

2. Account Opening and Account Responsibilities

2.1 You will be issued with a unique username and password for your account (Account) that will allow the individuals authorised by you (Authorised Users) to access FaultPilot via the Account.

2.2 On the first login to FaultPilot and before being able to access FaultPilot, each Authorised User will be required to accept our Authorised User Terms, and they will be given their own username and password. We may amend our Authorised User Terms, and any such updated terms will be made available via the platform. Each Authorised User accessing the Account after such an update, will be required to accept the updated terms before they can continue to access FaultPilot.

2.3 You are responsible for maintaining the confidentiality of your account credentials. You must not share your account or allow unauthorised access. You are responsible for all activity under your account. Organisation administrators are responsible for managing user access within their organisation and ensuring Authorised Users comply with these Terms of Use and the Authorised User Terms.

2.4 You must notify us immediately if you believe your account may be subject to unauthorised access or use.

3. Acceptable Use

3.1 You must use FaultPilot only for your internal lawful operational purposes.

3.2 You must not:

1. upload harmful code or malicious content, interfere with the proper working of the platform or other users of the platform, or use the platform to transmit unlawful material;
2. use the platform to circumvent any licensing or access restrictions that apply to content you upload;
3. copy, modify, reverse engineer, decompile, disassemble or redistribute the platform or any part of the platform;
4. use any robot, spider, or other automatic or manual process or device to “screen scrape”, monitor “mine”, or copy web pages on or from FaultPilot;
5. remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the platform; or
6. permit or assist any other person to do any of the acts specified in this clause 3.2.

4. User Uploaded Content

4.1 FaultPilot allows customers to upload documentation (for example service manuals, fault code references, maintenance procedures, wiring diagrams and parts lists) for processing within FaultPilot.

4.2 We warrant that FaultPilot processes all uploaded documents solely within your private environment and does not share uploaded documentation outside your organisation.

4.3 You must hold or obtain all necessary rights, licences, and permissions required:

1. for you to upload any documentation you upload to FaultPilot; and
2. for that uploaded documentation to be processed by FaultPilot in the following manner:
   1. the uploaded document is broken into chunks;
   2. embeddings are generated for semantic searching;
   3. the embeddings are stored; and
   4. the relevant sections are retrieved to produce AI assisted diagnostic responses for your technicians,

(Required Licences).

4.4 By uploading any documentation, you represent and warrant to us that you hold or have obtained the Required Licences in relation to that uploaded documentation.

4.5 We do not independently verify whether you have obtained the Required Licences in relation to any uploaded documentation and cannot accept liability for documentation uploaded by you in breach of third party rights.

4.6 You indemnify us (and our directors, officers and employees) against any liabilities, expenses, losses, claims, damages and costs (including legal costs on a solicitor and own client basis and whether incurred by or awarded against the person claiming the indemnity) that we (or our directors, officers or employees) may suffer or incur as a result of:

1. your breach of your obligations under this clause; and
2. any claim, action or proceeding that the uploading of the relevant documentation, and its use in the manner facilitated by the platform, infringes the rights (including the intellectual property rights) of any person.

4.7 You agree that a person indemnified under this clause may recover a payment under the indemnity before the person makes any payment in respect of which the indemnity is given.

4.8 You agree that we hold the benefit of any indemnity under this clause in favour of a director, officer or employee, as the case may be on trust for that director, officer and employee.

5. Data Processing and Storage

5.1 Documents uploaded to FaultPilot are processed and stored within your organisation's isolated environment. Processing may include text extraction, indexing, and the generation of derivative data structures to enable search and retrieval. No uploaded content is used to train AI models or shared outside your organisation's account. AI processing is performed using third party infrastructure providers who are bound by data processing agreements. You retain ownership of all content you upload. FaultPilot retains a limited licence to process and store that content solely for the purposes of providing the service to your organisation.

5.2 Your data is stored on secure cloud infrastructure in Australia and the United States. We apply industry standard encryption in transit (TLS 1.2+) and at rest (AES-256). Access to production systems is restricted to authorised personnel using role based access controls. We conduct regular security reviews and maintain audit logs of system access. Each organisation's data is logically isolated and is not accessible by other organisations on the platform.

6. Reliance on AI Generated Content

6.1 FaultPilot includes AI powered diagnostic tooling (Trace).

6.2 AI generated diagnostic steps are provided as decision support only and do not constitute professional engineering advice. All AI outputs must be validated by qualified personnel before being acted upon. AI generated content may contain inaccuracies or omissions and should be used in conjunction with, not as a replacement for, established maintenance procedures and professional judgment.

6.3 You must not use FaultPilot as a substitute for required safety procedures or manufacturer service requirements.

6.4 You agree that you use all AI outputs entirely at your own risk, and we are not liable for any outcomes, losses, or damages resulting from reliance on AI generated content (including any recommendations).

7. Subscription and Payment

7.1 Access to FaultPilot requires a paid subscription. Pricing is per site per month. The pricing is set out in the proposal we provided to you. We will invoice you monthly in advance for the fees and payment terms are also set out in the proposal.

7.2 Our proposal will also set out how and when we can increase our fees. Once we give you notice of any fee increase, you have the option of terminating the Agreement provided you do so within 30 days from the date of our notice. If you don't give us notice within this 30 day period, you will be deemed to have accepted the price increase. Your right to terminate under this clause is in addition to your right to terminate the Agreement under clause 12. If you exercise this right and the termination takes effect during a month, you will not be entitled to any refund of fees paid in advance for that month, and you must pay the fees for the full month, but you will be charged at the existing fee levels not the increased fees stated in our notice.

7.3 The amounts specified in the proposal are exclusive of any GST. If GST is payable on any supply made by a party (Supplier) under the Agreement, the recipient will pay to the Supplier as additional consideration an amount equal to the GST payable on the supply.

7.4 Without limiting our other rights under the Agreement, if you fail to pay any amount due by the due date, we may:

1. suspend your access to FaultPilot for non-payment after 14 days' notice to you until all outstanding amounts are paid in full; and
2. charge interest (calculated on a daily basis) at the RBA official cash rate plus 5% on that amount from the due date until the date of payment.

8. Intellectual Property

8.1 We own all intellectual property rights in FaultPilot and all associated software, models, design, algorithms, and proprietary content. Nothing in these Terms of Use transfers any of these intellectual property rights to you.

8.2 You retain all intellectual property rights in the content you upload to the platform.

8.3 You will also own all:

1. Diagnostic Outputs; and
2. Operational Data.

8.4 You acknowledge that we may use anonymised aggregated data collected from FaultPilot for improving FaultPilot, marketing purposes, business planning and developing new offerings and products.

9. Confidentiality

9.1 For the purposes of these Terms of Use, Confidential Information means any information (whether or not in material form and whether or not disclosed before or after your acceptance of these Terms of Use) of whatever kind disclosed or revealed by that party to the other in relation to the Agreement that:

1. is by its nature confidential; or
2. is designated by a party as confidential; or
3. the receiving party knows or reasonably ought to know is confidential,

and in our case includes FaultPilot, our fees and the terms of the Agreement (which includes our proposal), and in your case includes all Uploaded Documentation, Diagnostic Outputs and Operational Data.

9.2 Each party (the receiving party) must:

1. maintain strict confidentiality in relation to the Confidential Information of the other party (the disclosing party), and must take all reasonable, physical, cyber and legal steps necessary to prevent its disclosure;
2. not disclose the Confidential Information of the disclosing party to any other person other than in accordance with the Agreement;
3. not use or exploit the Confidential Information of the disclosing party, other than in accordance with the terms of this agreement, or for any purpose other than for the purposes of the Agreement; and
4. subject to this clause 9, if it considers it may be necessary to disclose any of the Confidential Information of the disclosing party to any other person, obtain prior written authorisation from the disclosing party before making such disclosure.

9.3 The receiving party may disclose the Confidential Information of the disclosing party only to those of its officers and personnel, and its legal, financial or other advisers (and their respective officers and employees), who:

1. have a need to know for purposes connected with this agreement, and only to the extent that each has a need to know;
2. are aware that the Confidential Information must be kept confidential; and
3. are under obligations of confidence similar to those contained in this clause.

9.4 A party's obligations under this clause 9 do not apply to any Confidential Information which:

1. a party can show was in its possession at the time of disclosure to it and was not acquired in breach of an obligation of confidence or under an obligation of confidence;
2. enters the public domain without any breach of the agreement;
3. is lawfully acquired from a third party; or
4. is required by law to be disclosed.

9.5 The obligations on you and us in relation to the Confidential Information of the other party survive the end of the Agreement.

10. Privacy

10.1 To the extent that you (or your personnel) provide personal information to us (including when you submit personal information through FaultPilot):

1. we will treat that personal information in accordance with the Privacy Act 1988 and our Privacy Policy, and we will only use that personal information for the purposes contemplated by the Agreement and the privacy policy; and
2. you warrant that all necessary consents have been obtained for providing the Personal Information to us for the purposes specified in clause 10.1(a).

11. Limitation of Liability

11.1 All terms, warranties and representations not expressly stated in these Terms of Use, are excluded from the Agreement to the extent permitted by law.

11.2 Nothing in the Agreement excludes, restricts, or modifies any condition, warranty, right or remedy implied or imposed by any statute or regulation (including the ACL) which cannot lawfully be excluded, restricted, or modified (including any consumer guarantee under the Australian Consumer Law). To the extent that we are able to limit our liability including any consumer guarantee under the Australian Consumer Law, our liability is limited, at our option, to:

1. in the case of goods, replacing or repairing the goods or supplying equivalent goods, or paying for the cost of replacing or repairing the goods or of acquiring equivalent goods; and
2. in the case of services, resupplying the services, or paying the cost of resupplying the services.

11.3 Except as provided in clause 11.5, to the maximum extent permitted by law:

1. we exclude all liability for indirect, incidental, special, or consequential damages arising from or in connection with use of the service, including but not limited to loss of revenue, loss of data, and equipment damage; and
2. our total aggregate liability to you in any calendar year for any claims arising under the Agreement is limited to the fees paid by you in the calendar year in which the event giving rise to the claim occurred.

11.4 The limitations and exclusions of liability in clause 11.3 apply regardless of the basis on which the liability arises, whether in contract, breach of warranty, tort (including negligence), in equity, under statute, or on any other basis.

11.5 Clause 11.3 does not limit or exclude our liability to you arising out of or in connection with any fraud, unlawful acts or omissions, or wilful default, of ours.

11.6 Notwithstanding any other provision in the Agreement, a party's liability for any loss, damage, cost or expense arising out of or in connection with this Agreement is reduced proportionally to the extent any act or omission of the other party, or any other person acting on behalf of the other party, contributed to the loss, damage, cost or expense suffered or incurred.

12. Termination

12.1 Either party may terminate the Agreement on 30 days' notice. Where you terminate the Agreement under this clause and the termination takes effect during a month, you will not be entitled to any refund of fees paid in advance for that month, and you must pay the fees for the full month. Where we terminate the Agreement under this clause and the termination takes effect during a month, we will refund to you the fees paid by you for the remainder of that month.

12.2 We may suspend or terminate your access to FaultPilot immediately if you are in material breach of the Agreement.

12.3 On termination of the Agreement:

1. your right to use FaultPilot is terminated, and you must immediately cease using FaultPilot;
2. all amounts owing under the Agreement become immediately due and payable;
3. we will issue you with an invoice for all amounts owing under the Agreement;
4. you must pay to us all amounts outstanding under the Agreement within 7 days after the date of our invoice under clause 12.3(c).

12.4 Promptly after termination, we will make your data available for export for the period stated in our Data Retention Policy. After that period, we may delete your data in accordance with our Data Retention Policy.

13. Governing Law

13.1 These Terms of Use are governed by the laws of Western Australia, Australia.

13.2 The parties submit to the non-exclusive jurisdiction of the courts of Western Australia for the resolution of any disputes arising under or in connection with these Terms of Use.

14. Notices

14.1 A notice under the Agreement must be in writing and may be given to the addressee by delivering it, sending it by pre-paid registered post or by email to the address specified by the party.

14.2 The notice must be addressed to the Managing Director (or equivalent position) of the other party. If a notice is given by e-mail, notice will be deemed to have been given on the day after the date the sender sends the email provided the sender does not receive an email message indicating the failure of the email to be delivered.

15. Force majeure

15.1 Neither party will be liable for any delay or failure to perform any obligation under the Agreement (other than an obligation to pay money) where that delay or failure is the result of an event outside the reasonable control of that party (Force Majeure Event).

15.2 If a Force Majeure Event occurs, the affected party must notify the other party promptly of any delay or failure referred to in clause 15.1, and use its reasonable efforts to resume performance in accordance with the Agreement as soon as possible.

16. Severability

16.1 If any provision of these Terms of Use is found to be invalid or unenforceable, the remaining provisions continue in full force and effect. The invalid provision will be modified to the minimum extent necessary to make it valid and enforceable while preserving its original intent.

17. Assignment

17.1 You must not assign any of your rights under the Agreement, nor novate any of your obligations under it, without our prior express written consent.

17.2 We may assign our rights and novate our obligations under the Agreement at any time, and you consent to us doing so. We will give you notice if we exercise our rights under this clause.

18. Definitions

18.1 In these Terms of Use:

1. Agreement has the meaning given in clause 1.3.
2. Diagnostic Outputs means the AI-generated diagnostic content produced by FaultPilot for a Customer, including Trace reports and recommendations.
3. Force Majeure Event has the meaning given in clause 15.1.
4. Operational Data means the data generated by users through their use of FaultPilot, including fault logs, handover records, diagnostic history, and usage patterns.
5. Required Licences has the meaning given in clause 4.3.
6. Uploaded Documentation means technical documentation uploaded by the Customer to FaultPilot for processing, including service manuals, fault code references, maintenance procedures, wiring diagrams, and parts lists.

19. Interpretation

In these Terms of Use, unless the contrary intention appears:

1. the singular includes the plural and the plural includes the singular;
2. another grammatical form of a defined word or expression has a corresponding meaning;
3. a reference to a person includes a natural person, corporation, partnership, association or other legal entity;
4. a reference to legislation includes that legislation as amended or modified or re-enacted and includes any applicable regulations, instruments and determinations made it; and
5. a reference to any agreement, document, policy or materials is to that agreement or document, policy or those materials, as amended, updated, novated, supplemented or replaced.

20. Contact

20.1 FaultPilot Technologies Pty Ltd, ACN 687 468 202, Perth, Western Australia. Email: admin@faultpilot.com.au.