Platform Terms

These Gentia Platform Terms (the "Terms") are a legal contract between you (the "Customer") and balance2life Pty Ltd, an Australian company trading as Gentia ("Gentia," "we," "us," or "our"). By executing an Order Form, selecting "agree" or "accept" during account setup, or using the Gentia Services, you agree to be bound by this Agreement.

If you are:

• An individual using the Services on behalf of a company or organisation, or
• A company or organisation providing access to its personnel,

then "Customer" refers to that company or organisation, including its Affiliates, and you confirm that you have authority to bind them to this Agreement.

If you have any questions, contact us at hello@gentia.ai.

1. DEFINITIONS

• "Affiliate" – Any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
• "Agreement" – This Agreement, including any Order Form and Data Processing Addendum (DPA).
• "Customer Data" – Information or content submitted by the Customer and its Users for processing by the Services, as well as the results of such processing.
• "Data Privacy Laws" – All applicable privacy and data protection laws, including the Privacy Act 1988 (Cth) and the Australian Privacy Principles, and, where applicable, the GDPR and comparable overseas laws.
• "Documentation" – User guides, policies, and instructions provided by Gentia for proper use of the Services.
• "Intellectual Property Rights" – Worldwide rights in patents, trademarks, copyrights, know-how, and any other intellectual property protections.
• "Order Form" – The contract (written or digital) specifying the Services, features, and pricing for the Customer's use.
• "Personal Data" – Any information that identifies or is linked to an individual, as defined by applicable Data Privacy Laws.
• "Service" – The Gentia psychosocial safety management platform, including its applications, AI agents, coaching and development tools, reporting outputs and related services available via web or mobile apps.
• "Term" – The period specified in the Order Form during which the Services are made available to the Customer.
• "User" – An employee, contractor, or agent of the Customer who is authorised to access and use the Services.

2. ACCESS TO THE SERVICES

2.1 Orders and Access

Subject to Customer's compliance with this Agreement, Gentia provides Users with access to the Services for internal business purposes only and in accordance with the Documentation.

2.2 Support and Service Level Agreement (SLA)

Any SLA and support terms will be detailed in the Order Form. Support is provided via email, chat, or phone. Gentia is not responsible for issues caused by:

• Customer misuse of the Services.
• Third-party systems, software, or infrastructure used by the Customer.
• Internet connectivity issues on the Customer's end.

2.3 Usage Restrictions

The Customer must not:

• Copy, modify, or reverse-engineer the Services.
• Allow third parties to access the Services, except as permitted under this Agreement.
• Circumvent or disable security features.
• Access the Services via automated methods or third-party interfaces.
• Upload malicious code (for example, viruses, worms, or Trojans).
• Use the Services for benchmarking, monitoring, or competitive purposes.
• Upload content that is unlawful, offensive, or infringes on third-party rights.
• Permit anyone under 18 years old to access the Services.

Use of the Services is also subject to the Acceptable Use Policy, which forms part of this Agreement. Violations may result in suspension or termination of access.

3. THIRD-PARTY INTEGRATIONS

The Customer may choose to integrate third-party services (for example, single sign-on). Gentia is not responsible for compatibility issues, security risks, or data loss related to these integrations.

The Customer is responsible for:

• Purchasing and managing third-party licences.
• Ensuring compliance with applicable privacy and security requirements.

4. FEES AND PAYMENT

4.1 Fees

The Customer agrees to pay the fees outlined in the Order Form.

Payments are processed by a third-party payment processor, and Gentia is not responsible for errors, delays, or disputes arising from these transactions.

4.2 Taxes

Fees are exclusive of taxes. Unless the Order Form states otherwise, fees are stated exclusive of GST, and the Customer is responsible for any applicable taxes, duties or similar government charges, other than taxes on Gentia's own income.

5. CUSTOMER OBLIGATIONS

5.1 Account Security

• Users must not share account credentials.
• The Customer is responsible for all activity occurring under its Users' accounts.
• Gentia reserves the right to suspend access in case of security threats.

5.2 Compliance

The Customer must comply with all applicable laws, including Data Privacy Laws and applicable work health and safety laws. The Customer is responsible for meeting its own consultation, notification and record-keeping obligations under those laws.

5.3 Feedback

Any feedback, suggestions, or improvements provided to Gentia become Gentia's property without compensation.

6. DATA PRIVACY AND OWNERSHIP

6.1 Customer Data

• The Customer owns its data.
• Gentia will only process Customer Data to provide the Services.
• The Customer does not have access to individual Users' coaching input due to privacy commitments.
• Gentia does not use Customer Data to train general-purpose AI models.

6.2 Personal Data

Processing of Personal Data is governed by Gentia's Data Processing Addendum (DPA).

6.3 Data Residency

Customer Data is stored in Australian data centres. Gentia will not transfer Customer Data outside Australia without the Customer's written agreement.

6.4 Data Retention and Deletion

Customer Data is retained for the duration of the Term, so that the Customer retains a continuous record and audit trail for its own compliance purposes. Retention periods beyond the Term may be specified in the Order Form. The Customer may request deletion of Customer Data at any time, subject to any legal retention obligations that apply to either party.

6.5 Security Incidents

Gentia will notify the Customer without undue delay after becoming aware of a security incident affecting Customer Data, and will provide the information the Customer reasonably requires to meet its own obligations, including under the Notifiable Data Breaches scheme in the Privacy Act 1988 (Cth).

7. TERM AND TERMINATION

7.1 Duration and Renewal

The Agreement remains in effect through the Term specified in the Order Form.

7.2 Termination

Either party may terminate for material breach, with 30 days' written notice to allow for remediation.

7.3 Effect of Termination

Upon termination:

• Customer access to the Services immediately ends.
• Customer Data may be exported for 30 days post-termination.
• Gentia will delete Customer Data within 60 days (excluding anonymised or aggregated data used for service improvements).

8. CONFIDENTIALITY

Both parties agree to protect each other's Confidential Information, limiting disclosure to those who need to know for service delivery.

Exclusions: Information that is:

• Publicly available.
• Independently developed.
• Required to be disclosed by law (with prior notice where possible).

9. WARRANTIES AND DISCLAIMERS

9.1 Gentia Warranties

Gentia warrants that:

• The Services will function in accordance with Documentation.
• Industry-standard security measures are in place.
• The Services do not knowingly infringe on third-party rights.

9.2 Disclaimers

Except as expressly set out in clause 9.1, and to the maximum extent permitted by law, the Services are provided "as is" and Gentia excludes all other warranties, whether express or implied, including any implied warranty of acceptable quality or fitness for a particular purpose.

Nothing in this Agreement excludes, restricts or modifies any guarantee, right or remedy that cannot lawfully be excluded or limited, including under the Australian Consumer Law. Where our liability for a failure to comply with a non-excludable guarantee can be limited, it is limited to resupplying the Services or paying the cost of having the Services resupplied.

9.3 Nature of the Services

The Services support psychosocial safety decision-making. They do not constitute legal, medical or psychological advice, and they do not replace the professional judgment of the people who use them or the Customer's own duties under work health and safety law.

10. INDEMNIFICATION

10.1 Gentia's Indemnification Obligations

Gentia will defend the Customer against claims that the Services:

• Infringe on third-party Intellectual Property Rights.
• Violate Data Privacy Laws.

10.2 Customer's Indemnification Obligations

The Customer must defend Gentia against claims arising from:

• Customer Data violating third-party rights.
• Customer's misuse of the Services.

11. LIMITATION OF LIABILITY

11.1 General Limits

Subject to clause 11.3, neither party is liable for:

• Indirect, special, or consequential damages.
• Lost profits or revenues.

11.2 Maximum Liability

Subject to clause 11.3, Gentia's total liability under this Agreement will not exceed the amount paid for the Services in the past 12 months.

11.3 Non-Excludable Rights

Nothing in this clause 11 excludes, restricts or modifies any liability that cannot lawfully be excluded or limited, including under the Australian Consumer Law.

12. MISCELLANEOUS

12.1 Assignment

The Customer may not transfer this Agreement without prior written consent. Gentia may assign this Agreement in case of mergers, acquisitions, or sales.

12.2 Force Majeure

Neither party is liable for delays or failures caused by unforeseeable circumstances beyond their control.

12.3 Notices

All legal notices must be sent in writing via email or postal mail to the contact details specified in the Order Form.

12.4 Governing Law and Jurisdiction

This Agreement is governed by the laws of New South Wales, Australia, without regard to conflicts-of-laws rules. Each party submits to the exclusive jurisdiction of the courts of New South Wales and the courts competent to hear appeals from them.

12.5 Entire Agreement

This Agreement, together with any Order Form, Data Processing Addendum, Acceptable Use Policy and Privacy Policy, is the entire agreement between the parties regarding the Services, and supersedes all prior discussions and representations. Where there is any inconsistency, the Order Form prevails, followed by these Terms.

12.6 Severability

If any provision of this Agreement is found to be unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force.

If you have any questions about these Terms, contact us at hello@gentia.ai.

Gentia, operated by balance2life Pty Ltd

Address: Suite 1, 2 Redleaf Avenue, Wahroonga, NSW 2076