Terms & Conditions

Last Published 15th June 2026

Olivia SaaS Platform – Subscription Terms

These Terms and Conditions ("Terms") govern access to and use of the Healthy Platform ("Platform") provided by VENGAGE AI PTY LTD ("Company", "we", "our", "us").

By signing an Order Form, Subscription Agreement, Proposal, Statement of Work, or by accessing or using the Platform, the customer ("Customer", "you") agrees to be bound by these Terms.

1. Services

The Company provides a cloud-based software platform and related services designed to support healthcare providers, including pathology laboratories, radiology clinics, imaging centres, hospitals and other healthcare organisations.

Subject to payment of applicable fees, the Company grants the Customer a limited, non-exclusive, non-transferable right to access and use the Platform during the subscription term.

2. Customer Responsibilities

The Customer agrees to:

• Use the Platform only for lawful business purposes.
• Ensure that authorised users comply with these Terms.
• Maintain appropriate security controls and access management.
• Provide accurate information required for operation of the Platform.
• Comply with all applicable Australian laws, regulations and professional obligations.

The Customer remains solely responsible for clinical decisions, patient care, diagnosis, treatment recommendations and interpretation of any outputs generated through the Platform.

The Platform is intended as a decision-support and workflow tool and does not constitute medical, clinical, legal or professional advice.

3. Customer Data and Privacy

The Customer retains ownership of all Customer Data uploaded to or processed through the Platform and will be responsible for obtaining patient’s consent, processing patient’s data processing related requests, compliance with applicable laws related to data processing,

The Company will process Customer Data only for the purpose of providing, operating, maintaining and supporting the Platform and related services as per signed agreement with the customer.

The Company will implement reasonable technical and organisational measures to protect Customer Data from unauthorised access, use, disclosure or loss.

Both parties agree to comply with applicable privacy and health information laws, including:

• Privacy Act 1988 (Cth)
• Australian Privacy Principles (APPs)

The Company's Privacy Policy forms part of these Terms.

4. Intellectual Property

The Platform, software, algorithms, models, documentation, interfaces, trademarks and related intellectual property remain the exclusive property of the Company.

No ownership rights are transferred to the Customer.

The Customer retains ownership of its Customer Data and any pre-existing intellectual property owned by the Customer.

The Company may use aggregated and de-identified data for analytics, service improvement, benchmarking and product enhancement, provided such information does not identify any patient, individual or Customer.

5. Fees and Subscription

Subscription fees, billing arrangements and subscription terms are specified in the applicable Order Form or Subscription Agreement.

Unless otherwise agreed in writing:

• Fees are payable in advance.
• Fees are non-refundable except where required by law.
• Subscriptions automatically renew unless either party provides at least 30 days' written notice before renewal.

6. Availability and Support

The Company will use commercially reasonable efforts to maintain Platform availability and provide support services in accordance with applicable service levels.

The Platform may occasionally be unavailable due to:

• Scheduled maintenance
• Emergency maintenance
• Security incidents
• Third-party infrastructure failures
• Events beyond the Company's reasonable control

7. Confidentiality

Each party must keep confidential all non-public information received from the other party and use such information only for purposes related to the services.

This obligation survives termination of the subscription.

8. Warranties

The Company warrants that the Platform will substantially perform in accordance with its published documentation under normal authorised use.

Except as expressly stated in these Terms, the Platform is provided on an "as is" and "as available" basis.

To the maximum extent permitted by law, all implied warranties are excluded except those that cannot lawfully be excluded under Australian Consumer Law.

9. Limitation of Liability

To the maximum extent permitted by law:

• Neither party shall be liable for indirect, incidental, consequential, special or punitive damages.
• The aggregate liability of either party arising from or relating to the services shall not exceed the fees paid by the Customer during the twelve (12) months preceding the claim.

Nothing in these Terms limits liability for:

• Fraud or wilful misconduct.
• Breach of confidentiality obligations.
• Intellectual property infringement.
• Liability that cannot be excluded under applicable law.

10. Suspension and Termination

The Company may suspend access where reasonably necessary to:

• Protect Platform security.
• Prevent unauthorised use.
• Respond to a cyber security incident.
• Comply with legal or regulatory obligations.
• Address material non-payment.

Either party may terminate the subscription for material breach if the breach remains unremedied for 30 days after written notice.

Upon termination, Customer access to the Platform will cease and Customer Data will be made available for export upon written request for a reasonable period following termination.

11. Governing Law

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

The parties will attempt to resolve disputes through good-faith discussions before commencing formal proceedings.

12. Changes to these Terms

The Company may update these Terms from time to time. Material changes will be notified through the Platform, website, modified agreements, or email. Continued use of the Platform after the effective date of updated Terms constitutes acceptance of those changes.