ESGAgent.ai Terms of Use

Enterprise Compliance Platform

Effective Date: June 2025
Version: 2.1

These Terms of Use are intended to explain Our obligations as a provider of the ESGAgent.ai platform (here inreferred to as Klean Technologies "Klean") and Your obligations as a user of the platform. These Terms of Use form part of a legally binding agreement between You and Klean with respect to Your access to and use of the platform. Klean may update these Terms of Use from time to time. Klean will post any updates on the Website. You will be deemed to have accepted any changes to the Terms if you continue to use the platform after the date of an update. Whenever you access and use the platform you are acknowledging that You have read, understood and accepted these Terms of Use and have the authority to act for any person or entity on behalf of whom You are using the platform.

DEFINITIONS

"Access Fee" means the amount payable by the Subscriber to Klean for the Services, as set out in the Subscriber's ESGAgent.ai account or the Proposal.

"Agreement" means the contract between the Subscriber and Klean for the provision of the Services, which consists of these Terms of Use, the Proposal (or if no Proposal was signed, the billing page in Your ESGAgent.ai account that specified the Access Fees payable by You for the Services) and any other documents expressly identified as forming part of the contract between the Subscriber and Klean.

"AI Agent" means any artificial intelligence software application deployed within the platform to automate compliance tasks, including but not limited to Real-Time Compliance Agents, DataChase Agents, Agent Quest, Report Agents, and Document Analysis Agents.

"Compliance Framework" means any regulatory, industry, or voluntary standard for which the platform provides compliance management, including but not limited to ESG frameworks (GRI, TCFD, IFRS S2), safety management systems (SMS), occupational health and safety regulations, environmental regulations, and other industry-specific compliance requirements.

"Compliance Output" means any report, assessment, recommendation, analysis, or other output generated by the platform or AI Agents relating to the Subscriber's compliance status, risk assessment, or regulatory obligations.

"Confidential Information" of a party includes any and all information of any type contained in or comprising advice, reports, accounts, manuals, contracts, techniques, operations, processes, software, applications, names, logos, marks, copyright subject matter, patentable subject matter, inventions, drawings, photographs, formulae, costs, estimates, methods of doing business, marketing and business plans, budgets, sales and customer lists, details or preferences of clients or customers, client and customer data (including Personal Information), proposed projects and products, and all other information, trade secrets and know-how whether written, oral, or embodied in any other form or medium, which is obtained directly or indirectly from the party either before or after the date of this Agreement.

"Data" means any data entered by You, or with Your authority, into the platform, including but not limited to safety records, environmental data, governance documentation, training records, incident reports, audit findings, supplier information, and compliance evidence.

"ESGAgent.ai" or "Platform" means the online AI-powered compliance management platform made available (as may be changed or updated from time to time by Klean) via the Website, including all AI Agents, analytics tools, reporting capabilities, and associated services.

"Greenwashing" means the practice of making misleading or unsubstantiated claims about environmental benefits, sustainability practices, or ESG performance.

"Invited User" means any individual who is authorised by both the Subscriber and Klean to use the platform, including the Subscriber's employees, contractors and agents.

"Klean" means KLEAN TECHNOLOGIES PTY LTD ACN 662 325 215, a company registered in Australia.

"Personal Information" shall include without limitation all information or opinions about an identified individual, or an individual who is reasonably identifiable, whether the information or opinion is true or not, and whether the information or opinion is recorded in a material form or not.

"Proposal" means the proposal document signed by the Subscriber, including any schedules or attachments to it, where applicable.

"Safety Incident" means any workplace accident, injury, near-miss, hazard, or safety-related occurrence that may impact worker health and safety.

"Services" means the ESGAgent.ai platform services, including AI-powered compliance management, automated reporting, data analysis, risk assessment, and related consulting or implementation services.

"Subscriber" means the company, natural person or other legal entity that accepts the terms of this Agreement and/or purchases the Services.

"Terms" or "Terms of Use" means these Terms of Use and if relevant any special terms and conditions agreed in writing by You and Us.

"Virus" means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by rearranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

"Website" means the internet site located at the domain www.esgagent.ai.

"You" means the Subscriber, and where the context permits, an Invited User. "Your" has the same meaning.

1. USE OF PLATFORM

Subject to You paying the Access Fee in accordance with clause 2.1, the restrictions set out in clause 2 and the other terms and conditions of this Agreement, Klean grants You the non-exclusive, non-transferable right (without the right to grant sublicenses) to access and use the platform via the Website. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement.

1.1 Enterprise Deployment

The platform is designed for enterprise deployment across multiple industries including but not limited to:

• Mining and extractive industries
• Manufacturing and industrial operations
• Financial services and banking
• Healthcare and pharmaceuticals
• Energy and utilities
• Construction and infrastructure
• Agriculture and food production
• Transportation and logistics

1.2 AI Agent Functionality

You acknowledge that the platform utilizes artificial intelligence to:

• Analyze compliance documentation and data
• Generate automated reports and assessments
• Identify compliance gaps and risks
• Automate stakeholder communications
• Provide recommendations for compliance improvement

1.3 User Management

You acknowledge and agree that:

• The Subscriber determines who is an Invited User and what level of access each Invited User has
• The Subscriber is responsible for all Invited User's use of the platform
• The Subscriber controls each Invited User's access at all times
• The Subscriber must ensure each Invited User maintains secure login credentials
• The Subscriber must maintain a current list of Invited Users

2. YOUR OBLIGATIONS

You agree that as a condition of Your use of the platform, You will comply with the following obligations:

2.1 Payment Obligations

You must pay the Access Fees for the Services, as agreed between You and Klean in the Proposal. You are responsible for payment of all applicable taxes and duties in addition to the Access Fee that arise in connection with your purchase of the Services. One off-fees for account setup, including implementation, AI agent configuration and training fees are payable within 14 days of You signing the Proposal. The one-off fees set out in the Proposal are non-refundable irrespective of whether You decide to proceed with the Services.

Standard Payment Terms:Unless otherwise specified in Your Proposal, the standard payment terms are:

• Payment Terms: Net 30 days from invoice date
• Annual Subscriptions: 100% payment upfront upon signing, OR two invoices per year (50% at signing, 50% at 6-month anniversary)
• Pilot Programs: Custom payment terms as specified in the individual Pilot Agreement

For Subscribers who have entered into a pilot program for the Services:

• Payment terms, duration, and fees will be as specifically set out in the executed Pilot Agreement;
• Pilot programs may include free trial periods or reduced fees as specified in the Pilot Agreement;
• Conversion from pilot to full subscription will be governed by the terms set out in the Pilot Agreement.

For Subscribers who have entered into an annual subscription for the Services:

• 100% Upfront Payment: Klean will invoice You for the full annual Access Fees within 7 days of the Agreement start date. Payment is due within 30 days of invoice date;
• Bi-annual Payment Option: Where agreed in the Proposal, Klean will invoice You for 50% of the annual Access Fees at signing (due within 30 days) and the remaining 50% at the 6-month anniversary of the Agreement (due within 30 days);
• If Your subscription is based on a "per user" or "per agent" price, You may increase the number during the subscription term and will be invoiced pro-rata for the additional users/agents for the remainder of the annual term;
• You cannot decrease the number of users or agents below the minimum set out in the Proposal during the annual term.

For Subscribers who have entered into a month-to-month subscription for the Services:

• the Access Fee will be invoiced monthly with net 30 day payment terms;
• If Your subscription is based on a "per user" or "per agent" price, You may increase or decrease the number of Invited Users or AI Agents on Your account at any time at Your discretion and will be invoiced for the revised number on the account from the month in which they are added or removed;
• You will continue paying the Access Fees monthly until this Agreement is terminated in accordance with its termination provisions.

Payment Processing and Default:All invoices will be sent to You, or to a billing contact whose details are provided by You, by email (Billing Contact).

If Klean has not received payment within 30 days of invoice date, then without prejudice to any other rights and remedies of Klean: we may, without liability to You, disable Your password, account and access to all or part of the Services and Klean shall be under no obligation to provide any or all of the Services until payment has been made.

Klean shall be entitled to increase the Access Fees upon 60 days' prior notice to You.

2.2 General Obligations

You shall:

• only use the Services and Website for Your own lawful internal business purposes, and in accordance with this Agreement and any additional conditions posted on the Website from time to time;
• use the Services and Website on behalf of others or in order to provide services to others but if You do so You warrant that You are authorised to do so and that all persons for whom or to whom services are provided will comply with and accept the terms of this Agreement;
• ensure that Your network and systems comply with the relevant specifications provided by Klean from time to time;
• be solely responsible for procuring and maintaining Your network connections and telecommunications links from Your systems to the Website, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to Your network connections or telecommunications links or caused by the internet;
• co-operate with Klean in all matters relating to the Services;
• carry out all other Subscriber responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in Your provision of such assistance as agreed by the parties, Klean may adjust any agreed timetable or delivery schedule as reasonably necessary;
• comply with all applicable laws and regulations with respect to its activities under this Agreement;
• obtain and maintain all necessary licences, permissions and consents which may be required before You use the Services;
• provide accurate, complete, and current data to the Services;
• verify the accuracy of data before uploading to the Services;
• promptly update any data that becomes inaccurate or outdated;
• ensure all data uploaded complies with applicable laws and regulations;
• maintain primary records and documentation outside the Services as backup.

2.3 Access Obligations

You must ensure that all usernames and passwords required to access the Services are kept secure and confidential. You must immediately notify Klean of any unauthorised use of Your passwords or any other breach of security, and You must take all other actions that Klean reasonably requires to maintain or enhance the security of Klean's computing systems and networks, and Your access to the Services. You indemnify Klean against any claims, loss or damage of any kind relating to any breach, misuse or unauthorised use of your computer systems, security systems or passwords, or any unauthorised disclosure of data or Confidential Information occurring via any system controlled by You.

When accessing and using the Services, You must not:

• attempt to undermine the security or integrity of Klean's computing systems or networks or, where the Services are hosted by a third party, that third party's computing systems and networks;
• use, or misuse, the Services in any way which may impair the functionality of the Services or Website, or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website;
• attempt to gain unauthorised access to any materials other than those to which You have been given express permission to access or to the computer system on which the Services are hosted;
• transmit, or input into the Website, any: files that may damage any other person's computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use);
• access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; promotes unlawful violence; is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or is otherwise illegal or causes damage or injury to any person or property and Klean reserves the right, without liability or prejudice to its other rights to You, to disable Your access to any material that breaches the provisions of this clause;
• except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under these Terms of Use, attempt to modify, copy, adapt, reproduce, disassemble, create derivative works from, frame, mirror, republish, decompile, reverse engineer or otherwise reduce to human-perceivable form all or any portion of the Website or any underlying computer programs or software used to deliver the Services or to operate the Website;
• access all or any part of the Services in order to build a product or service which competes with the Services;
• license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Invited Users.

2.4 Usage Limitations

Use of the Services may be subject to limitations, including but not limited to:

• Monthly data storage limits
• Number of AI Agent executions per month
• API call limits for system integrations
• Number of automated reports generated
• Concurrent user sessions

You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify Klean.

2.5 Communication Conditions

As a condition of this Agreement, if You use any communication tools available through the Services (such as any forum, chat room or message centre), You agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Services, including (but not limited to): offers of goods or services for sale, unsolicited commercial e-mail, files that may damage any other person's computing devices or software, content that may be offensive to any other users of the Services, or material or activities in violation of any law or the rights of any third party (including material that is protected by copyright or trade secrets which You do not have the right to use, and material that is defamatory, discriminatory, misleading or deceptive). When You make any communication on the Website, You represent that You are permitted to make such communication. Klean is under no obligation to ensure that the communications sent through the Services are legitimate or that they are related only to the use of the Services. As with any other web-based forum, You must exercise caution when using the communication tools available on the Services. Klean may in its absolute discretion remove any communication at any time.

2.6 Service Rules

You agree not to engage in any of the following prohibited activities (Prohibited Activities):

• copying, distributing, or disclosing any part of the Services in any medium, including without limitation by any automated or non-automated "scraping";
• using any automated system, including without limitation "robots," "spiders," "offline readers," etc., to access the Services in a manner that sends more request messages to the Klean servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser;
• transmitting spam, chain letters, or other unsolicited email;
• attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Services;
• taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure;
• uploading invalid data, viruses, worms, or other software agents through the Services;
• collecting or harvesting any Personal Information from the Services, except as expressly permitted by the features of the Services;
• using the Services for any commercial solicitation purposes outside Your own business operations;
• impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity;
• interfering with the proper working of the Services;
• accessing any content on the Services through any technology or means other than those provided or authorised by the Services;
• bypassing the measures we may use to prevent or restrict access to the Services;
• accessing, storing, or distributing material that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, discriminatory, or otherwise illegal.

You shall use all reasonable endeavours to prevent any Prohibited Activities and in the event of any such Prohibited Activities promptly notify Klean. If You or any of Your Invited Users engage in a Prohibited Activity, Klean may, in its absolute discretion, without liability or prejudice to its other rights to You, permanently or temporarily terminate or suspend Your access to the Services, without notice to You.

3. KLEAN OBLIGATIONS

3.1 Platform Performance

Klean undertakes that the platform will be performed with reasonable skill and care, subject to the limitations set out in this Agreement.

3.2 Service Availability

Klean shall use commercially reasonable endeavours to make the platform available 24 hours a day, seven days a week, except for planned and emergency maintenance.

3.3 Data Security

Klean shall:

• Maintain SOC 2 Type II compliance for data security
• Store data in secure Australian data centers
• Implement appropriate encryption for data in transit and at rest
• Maintain separate data containers for each client
• Provide regular security monitoring and updates

3.3 Service Performance Standards

Klean undertakes that the Services will be performed with reasonable skill and care. The undertaking at clause 3.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Klean's instructions, or modification or alteration of the Services by any party other than Klean or Klean's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Klean will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or attempt to provide You with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes Your sole and exclusive remedy for any breach of the undertaking set out in clause 3.1.

Notwithstanding the foregoing, Klean:

• does not warrant that Your use of the Services will be uninterrupted or error-free; or that the Services, and/or the information obtained by You through the Services will meet Your requirements; and
• is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and You acknowledge that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

3.4 Service Availability and Maintenance

Klean shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for planned maintenance and unscheduled maintenance performed outside normal business hours, provided that Klean has used reasonable endeavours to give You at least 3 hours notice in advance.

If Klean's performance of any of its obligations under the Agreement is prevented or delayed by any act or omission by You or failure by You to perform any relevant obligation ("Default"):

• Klean shall without limiting its other rights or remedies have the right to suspend performance of the Services until You remedy the Default, and to rely on the Default to relieve it from the performance of any of its obligations to the extent the Default prevents or delays Klean's performance of any of its obligations;
• Klean shall not be liable for any costs or losses sustained or incurred by You arising directly or indirectly from failure or delay to perform any of its obligations as set out in this clause 3; and
• you shall reimburse Klean on written demand for any costs or losses sustained or incurred by Klean arising directly or indirectly from the Default.

This Agreement shall not prevent Klean from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.

4. CONFIDENTIALITY AND PRIVACY

4.1 Confidentiality

Unless the relevant party has the prior written consent of the other or unless required to do so by law:

1. Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with the Agreement. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by the Agreement.
2. Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.
3. Each party's obligations under this clause will survive termination of this Agreement.
4. You acknowledge that details of the Services, and the results of any performance tests of the Services, constitute Klean's Confidential Information.
5. The provisions of clause 4.1(a) shall not apply to any information which:
   • is or becomes public knowledge other than by a breach of this clause;
   • is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
   • is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party;
   • is independently developed without access to the Confidential Information;
   • is disclosed to an actual or potential buyer of or investor in Klean, its related bodies corporate or any other entity from time to time forming part of the Klean group, provided that person is subject to confidentiality obligations commensurate with those of Klean under this Agreement; or
   • is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible.

4.2 Privacy

Klean maintains a privacy policy that sets out the parties' obligations in respect of Personal Information. This privacy policy is set out at www.esgagent.ai/privacy, and may be amended from time to time by Klean. You will be taken to have read and accepted Our privacy policy when You accept these Terms of Use.

If You are a citizen or resident of the United Kingdom or the European Union, and Klean processes any Personal Information on Your behalf when performing its obligations under this Agreement, the parties record their intention that You shall be the data controller and Klean shall be a data processor and in any such case:

1. you acknowledge and agree that the Personal Information may be transferred or stored outside the EEA or the country where You and any Invited Users are located in order to carry out the Services and Klean's other obligations under this Agreement;
2. You shall ensure that You are entitled to transfer the relevant Personal Information to Klean so that Klean may lawfully use, process and transfer the Personal Information in accordance with this Agreement on Your behalf;
3. You shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
4. each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the Personal Information or its accidental loss, destruction or damage.

6. WARRANTIES AND ACKNOWLEDGMENTS

6.1 Authority

You warrant that where You are using the Services on behalf of another person, You have the authority to agree to the Agreement on behalf of that person and agree that by accessing and using the Services You bind the person on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of the Agreement, without limiting Your own personal obligations under the Agreement.

6.2 Acknowledgments

1. You are authorised to enter into this Agreement and to access and use the information and Data that You enter into the Services, including any information or Data entered into the Services by any other person you have authorised to use the Services or Data. You are also authorised to access the processed information and Data that is made available to You through Your use of the Website and the Services (whether that information and Data is owned by You or not).
2. Klean has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You. If You use the Services or access the Website on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) you agree that:
   • You are responsible for ensuring that You have the right to do so;
   • You are responsible for authorising any person who is given access to information or Data, and you agree that Klean has no obligation to provide any person access to such information or Data without Your authorisation and may refer any requests for information to You to address; and
   • You will indemnify Klean against any claims or loss relating to Klean's refusal to provide any person access to Your information or Data, Klean's making available information or Data to any person with Your authorisation, or the acts or omissions of any Invited User.
3. The provision of, access to, and use of, the Services is on an "as is" basis and at Your own risk.
4. It is Your sole responsibility to determine that the Services meet the needs of Your business and are suitable for the purposes for which they are used.
5. You assume sole responsibility for results obtained from the use of the Services by You, and for conclusions drawn from such use.
6. You remain solely responsible for complying with all laws applicable to You. It is Your responsibility to check that collection of, storage of and access to your Data via the Services and the Website will comply with laws applicable to you and will not infringe the rights of any third parties.

6.3 Compliance and Safety Acknowledgments

1. No Guarantee of Compliance: You acknowledge that the Services are tools to assist with compliance management but do not guarantee compliance with any laws or regulations. You remain solely responsible for achieving and maintaining compliance.
2. Safety Management Disclaimer: For safety management applications, You acknowledge that the Services do not replace professional safety expertise or judgment. Safety-critical decisions must always involve qualified safety professionals. You remain solely responsible for workplace safety and preventing Safety Incidents.
3. ESG and Sustainability Disclaimer: For ESG applications, You acknowledge that ESG standards are evolving and subject to interpretation. You are responsible for ensuring accuracy of all sustainability claims and reports and preventing Greenwashing allegations.
4. AI Output Verification: You acknowledge that all AI-generated outputs must be independently verified before being relied upon for business decisions, regulatory compliance, or public communications.

6.4 No Warranties

1. Save as expressly and specifically set out in this Agreement, Klean gives no warranty about the Services. Without limiting the foregoing, Klean does not warrant that the Services will meet Your requirements or that they will be suitable for any particular purpose.
2. All implied conditions, warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.
3. Klean does not warrant that the use of the Services will be uninterrupted or error free. The operation and availability of the systems used for accessing the Services can be unpredictable and may from time to time interfere with or prevent access to the Services.

6.5 Consumer Guarantees

You warrant and represent that You are acquiring the right to access and use the Services for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Services, the Website or these Terms.

5. INDEMNIFICATION AND LIABILITY PROTECTION

5.1 General Indemnification

You shall defend, indemnify and hold harmless Klean against all claims, actions, proceedings, losses, expenses, costs, damages and liabilities arising out of or in connection with:

• Your use of the platform
• Any breach of these Terms
• Any failure to comply with applicable laws or regulations
• Any inaccurate data provided to the platform
• Any decisions made based on platform outputs

5.2 Safety-Related Indemnification

You specifically indemnify Klean against any claims arising from:

• Any Safety Incident or workplace accident
• Failure to maintain safe working conditions
• Inadequate safety training or procedures
• Reliance on platform outputs for safety-critical decisions
• Any regulatory violations related to occupational health and safety
• Claims that safety management was inadequate despite platform use

5.3 ESG and Greenwashing Indemnification

You specifically indemnify Klean against any claims arising from:

• Allegations of Greenwashing or misleading environmental claims
• Inaccurate or misleading sustainability reporting
• Failure to meet ESG commitments or targets
• Stakeholder disputes regarding ESG performance
• Regulatory action related to environmental or social compliance
• Reputational damage related to ESG matters

5.4 Data and Privacy Indemnification

You indemnify Klean against any claims arising from:

• Unauthorized collection, use, or disclosure of Personal Information
• Violations of data protection laws or regulations
• Breach of third-party data rights
• Inaccurate or inappropriate data uploaded to the platform
• Cross-border data transfer violations

5. INTELLECTUAL PROPERTY

5.1 General

Title to, and all Intellectual Property Rights in or arising out of or in connection with the Services, the Website and any documentation relating to the Services remain the property of Klean (or its licensors, or related entities, as applicable). Except as expressly stated herein, this Agreement does not grant You any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Website, the Services or any associated documentation.

You acknowledge that, in respect of any third party Intellectual Property Rights, Your use of any such Intellectual Property Rights is conditional on Klean obtaining a written licence from the relevant licensor on such terms as will entitle Klean to license such rights to You.

5.2 Ownership of Data

Title to, and all Intellectual Property Rights in, the Data remain Your property and You shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Data. However, Your access to the Data is contingent on full payment of the Klean Access Fee when it falls due. You grant Klean a licence to use, copy, transmit, store, and back-up Your information and Data for the purposes of enabling You to access and use the Services and for any other purpose related to the provision of the Services to You.

5.3 Backup of Data and requesting a copy of Data on termination of use of Services

Klean adheres to its best practice policies and procedures to prevent data loss or unauthorised access or disclosure, including a daily system data back-up regime, but does not make any guarantees that there will be no loss of, or unauthorised access to or disclosure of Data. Klean expressly excludes liability for any loss, destruction, alteration or unauthorised access to or disclosure of Data no matter how caused.

5.4 Third-party applications and your Data

If You enable third-party applications for use in conjunction with the Services, You acknowledge that Klean may allow the providers of those third-party applications to access Your Data as required for the inter-operation of such third-party applications with the Services. Klean shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party application providers.

5.5 AI Training and Improvement

You acknowledge that Klean may use aggregated, anonymized data insights to improve the platform and AI Agents, provided that no client-specific data is disclosed or used in a manner that could identify You or Your specific operations.

7. LIMITATION OF LIABILITY

7.1 Non-Excludable Liability

Nothing in this Agreement is intended to exclude or limit Klean's liability for any liability which cannot be limited or excluded by applicable law.

7.2 Limited Liability for Non-Excludable Provisions

If Klean incurs any liability to you under or as a result of any such non-excludable provisions, then Klean's liability is limited to (at Klean's election) the re-supply of the Services, or the payment of the cost of re-supplying the Services.

7.3 General Liability Exclusions and Limitations

Subject only to clauses 7.1 and 7.2:

1. Excluded Damages: Klean excludes all liability and responsibility to You (or any other person) in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Terms for:
   • any loss of any kind (including loss or corruption of software, information or Data);
   • any loss of profits;
   • any loss of sales or business;
   • any loss of agreements or contracts;
   • any loss of anticipated savings;
   • any loss of damage or goodwill;
   • any indirect or consequential loss;
   • any cost, damage or other liability resulting, directly or indirectly, from any use of, or reliance on, the Services or Website;
   • Safety Incidents or workplace accidents;
   • Environmental damage or contamination;
   • Greenwashing allegations or ESG-related disputes;
   • Regulatory fines, penalties, or sanctions;
   • Reputational damage or loss of goodwill;
   • Third-party claims or demands.
2. Liability Cap: If Klean incurs any liability to you, whether in contract, tort (including negligence) or otherwise, then Klean's liability is limited to (at Klean's election) the re-supply of the Services, or the payment of the cost of re-supplying the Services.
3. Alternative Liability Cap: To the extent that sub-clause 7.3.2 may be held void or unenforceable, if Klean incurs any liability to you, whether in contract, tort (including negligence) or otherwise, then Klean's liability is limited to the aggregate Access Fees paid by You to Klean in the 12 months preceding the relevant liability arising.
4. Infringement Exclusions: In no event shall Klean, its employees, agents and sub-contractors be liable to You to the extent that the alleged infringement is based on:
   • a modification of the Services by anyone other than Klean; or
   • Your use of the Services in a manner contrary to the instructions given to You by Klean; or
   • Your use of the Services after notice of the alleged or actual infringement from Klean or any appropriate authority.

The foregoing represents Your sole and exclusive rights and remedies, and Klean's (including Klean's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trademark, database right or right of confidentiality.

8. TERM AND TERMINATION

8.1 Term and termination without cause - month to month subscription

If a Subscriber has entered into a month-to-month subscription for the Services, the Agreement will continue for the period covered by the Access Fee paid or payable under clause 2.1. At the end of each billing period, this Agreement will automatically continue for another period of the same duration as that period, provided the Subscriber continues to pay the prescribed Access Fee when due. A Subscriber who has entered into a month-to-month subscription may terminate the Agreement without cause upon 30 days written notice to shan@esgagent.ai. If You have entered into a month-to-month subscription for the Services and terminate the Agreement in accordance with this clause, You shall be liable to pay all relevant Access Fees on a pro-rata basis for each day of the then current period up to and including the day of termination of the Agreement.

8.2 Term - annual subscriptions

If a Subscriber has entered into an annual subscription for the Services, the Agreement will continue for the annual term set out in the Proposal. At the conclusion of the annual term, if the Subscriber has not:

• entered into a new Agreement for the Services, or
• advised Klean that it does not wish to enter into a new Agreement for the Services,

the Agreement will automatically convert to a month to month subscription. From the date of conversion, the Subscriber will be charged the monthly Access Fee for a month to month subscription that is current at the date of conversion. The terms of this Agreement that apply to month to month subscriptions will apply to Your subscription from the date of conversion.

8.3 Termination without cause - annual subscription

A Subscriber who has entered into an annual subscription for the Services, may request to terminate the Agreement prior to the conclusion of the annual term by emailing shan@esgagent.ai. Klean may approve or deny the termination request at its absolute discretion. If an annual subscription is terminated in accordance with this clause, the Subscriber will not be refunded Access Fees paid upfront for any unused portion of the subscription term.

8.4 Pilot program termination

Pilot programs are governed by the specific termination provisions set out in the executed Pilot Agreement. Generally, pilot programs may be terminated by either party in accordance with the terms specified in the Pilot Agreement.

8.4 Termination without cause - Klean

Klean may terminate the Agreement without cause upon 30 days written notice to the Subscriber.

8.5 Material breach

If You:

1. breach this Agreement (including, without limitation, by non-payment of any Access Fees) and do not remedy the breach within 14 days after receiving notice of the breach, if the breach is capable of being remedied;
2. breach the Agreement and the breach is not capable of being remedied (which includes, without limitation, any breach of clause 2.3 (Access Conditions) or any payment of Access Fees that are more than 30 days overdue); or
3. You or Your business become insolvent or Your business goes into liquidation or has a receiver or manager appointed over any of its assets or if You become insolvent, or make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction,

then Klean may take any or all of the following actions, in its absolute discretion:

1. Terminate this Agreement with immediate effect and Your use of the Services and the Website;
2. Permanently or temporarily, as determined by Klean, suspend Your use of the Services and the Website;
3. Suspend or terminate access to all or any Data;
4. Take any of the actions set out in this clause in respect of any or all of Your Invited Users.

8.6 Effect of termination

On termination of this Agreement for any reason all licences granted under this Agreement shall immediately terminate and You shall immediately cease all use of the Services and any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.

You acknowledge and agree that the following provisions will survive termination or expiry of this Agreement: Your Obligations (Payment Obligations and Indemnity), Confidentiality and Privacy, Intellectual Property, Warranties and Acknowledgments, Limitation of Liability.

9. TECHNICAL SUPPORT

9.1 Technical Problems

In the case of technical problems You must make all reasonable efforts to investigate and diagnose problems before contacting Klean. If You still need technical help, please log a support ticket via the Services or email shan@esgagent.ai.

9.2 Service availability

While Klean intends that the Services should be available 24 hours a day, seven days a week, it is possible that on occasions the Services or Website may be unavailable to permit maintenance or other development activity to take place, or for reasons beyond Klean's reasonable control. If for any reason Klean has to interrupt the Services for longer periods than Klean would normally expect, or the Services are interrupted due to reasons beyond Klean's reasonable control, Klean will use reasonable endeavours to publish details of such activity on the Website or to notify You by email.

10. GENERAL PROVISIONS

10.1 Entire Agreement

This Agreement supersedes and extinguishes all prior agreements, promises, assurances, warranties, representations and understandings (whether oral or written), and constitutes the entire agreement between You and Klean relating to the Services.

10.2 No Remedy

Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

10.3 Waiver

If either party waives any breach of the Agreement, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.

10.4 Severance

If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.

10.5 Force Majeure

Neither party will be liable for any delay or failure in performance of its obligations under this Agreement if the delay or failure is due to any events, circumstances or causes outside its reasonable control. This clause does not apply to any obligation to pay Access Fees or other financial obligations under this Agreement.

10.6 Assignment

You may not assign or transfer any rights under this Agreement to any other person without Klean's prior written consent. Klean may assign this Agreement or the benefit of this Agreement, or it may novate this Agreement, in its discretion to any third party. This clause constitutes Your consent in advance to any such assignment or novation.

10.7 Third Parties

This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns).

10.8 Governing law

This Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the laws of Queensland, Australia, except in relation to data protection laws of the United Kingdom and European Union, which will apply if You are a citizen of those jurisdictions.

10.9 Jurisdiction

Each party irrevocably agrees that the courts of Queensland, Australia shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.

10.10 Severability

If any part or provision of this Agreement is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. If the foregoing is not possible or enforceable, the relevant provision will be treated as severed from this Agreement and the remainder of this Agreement will continue to be binding on the parties.

10.11 Notices

Any notice given under this Agreement by either party to the other must be in writing by email and will be deemed to have been given on transmission. Except where a clause in this Agreement states otherwise, notices to Klean must be sent to shan@esgagent.ai or to any other email address notified by email to You by an authorised Klean representative. Notices to You will be sent to an email address nominated by You.

10.12 Interpretation

In the interpretation of this Agreement, no clause will be construed or interpreted against the party that will benefit from the clause because it was drafted or put forward by that party.

APPENDIX A - DATA MIGRATION TERMS

If Your Proposal includes a data migration, the following terms apply to the migration of Your data into the Services:

A.1 Supply of information to Klean

Within 30 days of execution of the Agreement, and payment of necessary Fees, You must provide Klean with:

1. a copy of Your existing database that is to be migrated into the test environment in a "zip" encrypted file;
2. a "project lead" from Your business who is responsible for leading the migration on behalf of Your business; and
3. a full list of active users to be migrated from Your existing database and into the Services.

A.2 Payment for one user

Klean will commence charging You for one user on Your account from the date that the Proposal is signed.

A.3 Go-live date forecast

Following receipt of the information set out in clause A.1 above, Klean will consult with You to identify the date when Your data is likely to be migrated into the Services (the "Forecasted Go Live Date").

A.4 Delays to Go-Live Date

Klean's ability to meet the Forecasted Go-Live Date referred to in clause A.3 is contingent on a number of factors, including whether You meet all of the timeframes set out in this Appendix A. Failure to provide the information set out in this Appendix within the specified time periods will affect Your place in Klean's data migration queue, potentially significantly, and will result in delays to Your Forecasted Go-Live Date. If You fail to meet the timeframes specified in this Appendix, Klean will assign Your new place in the data migration queue at its absolute discretion.

A.5 Project lead

Your project lead will be Klean's primary point of contact in respect of the migration. Klean will direct all of its queries and feedback regarding the migration to Your project lead and will only act on instruction of Your project lead in respect of the migration. Changes to Your project lead mid-project may result in delays to Your migration and Forecasted Go-Live Date.

A.6 Standard ESGAgent.ai fields

We will migrate Your legacy data into the standard ESGAgent.ai fields. Custom fields are standalone fields and do not relate to any ESGAgent.ai functionality, triggers, lookups or links to other records except for the record it is created for. If your legacy data to be migrated doesn't come within the standard ESGAgent.ai fields, you may require additional custom fields. Klean will map up to 10 custom fields per record type as part of Your data migration. You will be charged for additional custom fields per record that exceed this limit. Any new custom fields that do not require data mapping from Your legacy system can be added without charge during the migration project and post-Go-Live Date. Maximum of 10 custom fields per record type.

A.7 Compliance framework mapping

Compliance framework mapping will be imported based on the structure of your legacy database. For example, Klean will not remap a 2-level compliance structure to a 3-level structure available in ESGAgent.ai without additional customization.

A.8 Third party integrations

Klean may provide high level guidance on third party integrations available in the Services. You remain responsible for the setup, or transfer where applicable, of all third party integrations.

A.9 User acceptance testing

Following the migration of Your data into the test environment, Klean will provide You with an issue log and facilitate a "testing day" where you will conduct user acceptance testing within the test environment. Your project lead must notify any migration errors to Your Klean consultant by the end of Your designated testing day.

1. If no errors are notified to Your Klean consultant within testing day, You will be deemed to have signed-off on Your user acceptance testing and the user acceptance testing phase of the migration will be deemed complete.
2. If Your project lead does notify errors to Your Klean consultant within the user acceptance phase, Klean will work to rectify all notified errors and then facilitate a second guided "testing day" to ensure that the notified errors have been resolved. After this second round of testing, You will be deemed to have signed-off on Your user acceptance testing and the user acceptance testing phase of the migration will be deemed complete.

A.10 Final backup

Following user acceptance testing sign-off, You will need to provide Klean with a final and complete backup of Your data within the timeframe specified by Your Klean consultant. This backup will be uploaded into Klean's production environment. The date that this backup is uploaded into Klean's production environment is the go-live date of Your account (Go-Live Date).

A.11 Transition to the Services

There may be a brief period of downtime between the disconnection of Your legacy system and Your Go-Live Date. The timing and duration of any downtime will be agreed between You and Your Klean Consultant as part of the timeline to Your Go-Live Date.

A.12 Errors post Go-Live Date

Following Your Go-Live Date, You have a four week grace period in which to raise any error with the implementation directly with Your Klean consultant. After this period, any issues You raise with Klean regarding Your data or configuration in the Services will be considered a change request. Klean will decide whether to undertake the change request work, and the timing for completion of a change request, at its absolute discretion. If Klean agrees to undertake the change request work, You may be charged a fee for the additional work undertaken by Klean. Klean will advise you of the fee, and seek your written approval to commence, prior to commencing the additional work.

A.13 Subcontracting

You agree that Klean may subcontract Your data migration to a third party, where you have provided Your written consent to Klean doing so.

A.14 Exports of data from Your ESGAgent.ai account

You may make a written request for Your data to be migrated from one ESGAgent.ai account to another, duplicated, or otherwise exported from Your ESGAgent.ai account. If You make such a request, prior to commencing the migration, Klean will advise you of:

1. any fees associated with the migration or export;
2. the proposed timing of the migration or export;
3. necessary approvals that Klean requires to undertake the migration or export.

A.15 Limitations with Data Migrations

There may be situations where functionality or fields that are in Your legacy system don't exist in ESGAgent.ai, which may impact how Your data is imported and displayed in ESGAgent.ai. We use reasonable endeavours to mitigate these issues but cannot guarantee that they will all be addressed. Klean does not warrant that Your migrated data will be displayed in the same format or field as it is displayed in Your legacy system.

A.16 Liability

You acknowledge and agree that it is Your responsibility to maintain a complete backup of the data that You are migrating into the Services at all times. You accept the following terms with respect to the migration of Your data into the Services:

1. You indemnify Klean against:
   • Any claims that arise in connection with the damage or destruction of data in the course of providing the migration service; and
   • Any third party claims which arise in respect of data that has been uploaded into the Services in breach of applicable privacy or intellectual property laws;
2. Excluded Liability: Klean is not liable to You for any indirect or consequential loss of any kind arising in connection with the migration of Your data into the Services, including loss or corruption of information or data; any loss of profits; any loss of sales; any loss of contracts or any loss or damage of goodwill.
3. Limited Liability: Subject to clause A.16.2, Klean's aggregate liability to You, or any third party, for any claim connected to the migration of Your data to the Services, howsoever arising, is limited to (at Klean's election) to either the re-supply of the data migration service, or a refund of the fees paid by you for the data migration service.

A.17 Interpretation

Capitalised terms used in this Appendix that are not defined herein are as defined in the Terms of Use. These terms will prevail to the extent of any inconsistency between them and any other terms of the Agreement.

By using ESGAgent.ai, You acknowledge that You have read, understood, and agree to be bound by these Terms of Use.

Last Updated: 27/06/25
Klean Technologies Pty Ltd ACN 662 325 215