Effective Date: 29 April 2026

0. Languages and binding version

These Terms & Conditions are published in English, German, Dutch and French. For contracts with customers based in the European Union, the German version is the legally binding version. For contracts with customers based outside the European Union, the English version is the legally binding version. The Dutch and French versions are provided for convenience and do not alter the legally binding version applicable to the customer.

1. Introduction

These Terms & Conditions (“T&Cs”) govern the acquisition and use of software and services from portier Global Pty Ltd, ABN 86 672 385 661, 17 Hinterland Drive, Little Mountain QLD 4551, Australia (“portier”, “we”, “us” or “our”). By signing an order form, executing an individual licence or services agreement with portier, or otherwise using the software, the customer accepts these T&Cs.

These T&Cs apply only to business customers. They do not apply to consumers. By entering into the agreement, the customer warrants that the software is acquired solely for business use.

2. Definitions

• Affiliate – any entity that controls, is controlled by, or is under common control with a party.
• Agreement – these T&Cs, the applicable order form or individual licence/services agreement, including any annexes and data processing agreements.
• Beta Services – services that are not generally available and are provided for testing or evaluation.
• On-Premise Software – software installed and operated on the customer’s own hardware or IT infrastructure.
• SaaS Services – software-as-a-service products hosted, managed and provided by portier on a subscription basis.
• Order Form – the document setting out the software and services purchased, prices, user numbers and term.
• Professional Services – additional services such as training, onboarding, implementation, data migration and technical support.
• Subcontractor – a third party engaged by portier to deliver professional services.
• User – a person authorised by the customer to use the software or services.
• Customer Data – all data the customer uploads, stores or processes through the software or services.

3. General provisions

3.1 Scope

These T&Cs apply to all on-premise licences, SaaS services and professional services that portier provides to the customer.

3.2 Order of precedence

Where the individual agreement and these T&Cs conflict, the individual agreement prevails. Customer terms and conditions do not apply, even if portier does not expressly object to them. Differing, supplementary or conflicting terms only become part of the agreement if portier agrees to them in writing.

3.3 No competitor access

The customer must not access the portier software or services, nor allow third parties to access them, for the purpose of developing, testing or benchmarking a competing product or service unless portier has given prior written consent. Any breach entitles portier to seek injunctive relief and damages.

4. Governing law and jurisdiction

4.1 Governing law

• Customers based outside the European Union: the agreement is governed by the laws of Queensland, Australia. The exclusive jurisdiction is the competent courts of Queensland.
• Customers based within the European Union: the agreement is governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). The exclusive jurisdiction is Berlin, where the customer is a merchant, a legal entity under public law, or a special fund under public law.

4.2 Good-faith resolution

Before initiating legal proceedings, the parties will attempt in good faith to resolve disputes through negotiation.

5. Software licence and intellectual property

5.1 On-premise licence

portier grants the customer a non-exclusive, non-transferable, revocable right to install and use the on-premise software on its own systems, for the term and within the scope set out in the order form.

The customer must not:

• modify, decompile or reverse-engineer the software, except where mandatory law expressly permits this;
• resell, sublicense, rent or make the software accessible to unauthorised third parties;
• use the software to develop a competing product.

The software is licensed, not sold. All intellectual property rights remain with portier.

5.2 SaaS subscription licence

portier grants the customer a non-exclusive, non-transferable, revocable right to access the SaaS services over the internet within the scope set out in the order form. Security mechanisms must not be circumvented and source code must not be extracted.

5.3 Ownership

All intellectual property rights in the software, the SaaS services and related materials remain solely with portier. No ownership rights are transferred under the agreement. Configurations or adjustments the customer makes during use do not affect portier’s rights.

6. Availability and support

6.1 SaaS uptime

portier commits to a 99% monthly uptime for the SaaS services, except for:

• scheduled maintenance with at least 8 hours’ prior notice;
• events outside portier’s control, including cyber attacks, government actions, force majeure or third-party outages.

6.2 Support for on-premise software

During the term of the agreement, portier provides updates and technical support for the on-premise software. Installing updates and operating the customer’s IT infrastructure remain the customer’s responsibility.

6.3 Support tiers

Standard support is included in the licence. Premium support can be purchased under a separate order form.

6.4 Security and data protection

portier maintains appropriate technical and organisational measures to protect customer data against unauthorised access, disclosure or loss. Details follow from portier’s ISO/IEC 27001 certification scope and from the data processing agreement, where applicable.

7. Subcontractors

portier may engage subcontractors to deliver professional services. portier is liable for the conduct of its subcontractors as for its own conduct and its own performance assistants, within the limitation of liability set out in section 16.3 and the individual agreement.

Where subcontracted services are defective, portier will, at its option, re-perform the service or refund the corresponding fees on a pro-rata basis. Any further statutory rights of the customer remain unaffected.

8. Customer responsibilities

8.1 User management

The customer manages user access to the software and ensures that all users comply with the agreement.

8.2 Security obligations

The customer takes reasonable measures to protect login credentials from unauthorised access and to prevent misuse of the software.

8.3 Prohibited uses

The customer must not use the software or services for:

• illegal, unethical or fraudulent activities;
• uploading, transmitting or distributing malware, spam or unauthorised data;
• infringing data protection, intellectual property or security rights of third parties.

9. Data storage and privacy compliance

9.1 Storage locations

portier offers regional data storage, including Germany for EU-based customers. Specific storage locations can be agreed on request, where available.

9.2 Privacy compliance

portier complies with:

• Regulation (EU) 2016/679 (General Data Protection Regulation, GDPR);
• the German Federal Data Protection Act (BDSG);
• the Australian Privacy Act 1988 (Cth);
• other applicable privacy laws.

9.3 Data processing agreement (DPA)

Where portier processes personal data on behalf of the customer, the parties enter into a data processing agreement under Article 28 GDPR. The DPA is concluded with effect from the start of the contract and is annexed to the individual agreement.

9.4 Data subject rights

portier provides tools and support so the customer can fulfil data subject rights under Articles 15 ff. GDPR (access, rectification, erasure, portability, objection).

10. Subscriptions, fees and payment

10.1 Payment terms

Invoices are payable within 14 days of the invoice date without deduction, unless the order form provides otherwise. Late payments accrue interest at the statutory rate for the relevant jurisdiction. For German customers, the rate is 9 percentage points above the European Central Bank base rate (§ 288 BGB).

10.2 Renewal and price changes

Unless the individual agreement provides otherwise, a subscription renews automatically at the end of its committed term for further one-year periods, unless terminated by either party with 90 days’ notice in text form to the end of the then-current contract year.

portier may adjust fees with effect from the start of a renewal period. Any adjustment will be notified to the customer in text form at least 120 days before it takes effect. Where the adjustment exceeds the relevant inflation rate (HVPI Germany for EU customers, CPI Australia for non-EU customers) since the last adjustment, the customer has a special right to terminate effective on the date the adjustment takes effect.

10.3 Refunds

Subscription fees are generally non-refundable, except where portier is required to refund as a result of its own material breach of contract or by mandatory law. In such cases, the refund is calculated pro rata for the unused service period.

11. Third-party integrations

portier supports integrations with third-party applications. For third-party applications not expressly supported by portier, the use is at the customer’s own risk and portier accepts no responsibility for performance, security or data processing of those applications.

For third-party integrations that portier expressly designates as supported or certified, portier is liable within the general limitation of liability set out in these T&Cs. Compliance by the third party with its own contractual obligations remains, however, the responsibility of that third party.

If portier determines, exercising reasonable judgement, that a third-party integration jeopardises the stability, security or performance of portier’s services, portier may restrict or disable the integration. portier will, where possible, give the customer prior notice and an opportunity to address the issue.

12. Beta services

Beta services are provided “as is” and “as available”. portier provides no warranty for beta services. Liability for beta services is limited to wilful misconduct, gross negligence and the non-excludable liability set out in section 16.3.

13. Confidentiality and indemnification

13.1 Confidentiality

Each party will keep non-public business, technical and financial information of the other party confidential and will only use such information to perform the agreement. The confidentiality obligation applies for the term of the agreement and three years thereafter.

13.2 Indemnification

portier indemnifies the customer against legitimate third-party claims that the software, when used in accordance with the agreement, infringes third-party rights. The customer must inform portier of the claim without undue delay, allow portier to control the defence and reasonably cooperate. The indemnity does not apply where the claim arises from a modification by the customer or from use that is not in accordance with the agreement.

The customer indemnifies portier against third-party claims arising from unlawful use of the software by the customer or its users.

14. Termination and data deletion

14.1 Termination by the customer

The customer may terminate the subscription after the committed term with 90 days’ notice in text form to the end of the current contract year, unless the individual agreement provides otherwise.

14.2 Extraordinary termination by portier

portier may terminate the agreement for cause, in particular if:

• the customer is more than 30 days in arrears with payments after written reminder;
• the customer materially breaches the agreement and fails to cure the breach within a reasonable period of at least 14 days set by portier in text form; or
• the customer uses the software contrary to sections 5 or 8 and fails to stop after notice.

The right to extraordinary termination for other important reasons remains unaffected. There is no right of termination based solely on the opening of insolvency proceedings or the filing of an insolvency petition.

14.3 Data deletion and data export

After termination, portier will delete customer data stored in the SaaS services within 30 days, unless a statutory retention obligation applies. Before deletion, the customer may request an export of customer data in a common, machine-readable format.

For on-premise licences, customer data stored locally remains with the customer. portier confirms that the data export functions included in the licensed scope continue to be available to the customer after the licence ends, to the extent technically possible without an active portier licence.

15. Cookies and tracking

portier uses cookies and analytics tools on its websites and within the SaaS services to improve service quality. Details are set out in portier’s privacy policy. The customer can manage cookies in browser settings.

16. Additional provisions

16.1 No restriction of mandatory rights

These T&Cs apply only to B2B contracts. They do not restrict mandatory, non-excludable rights or remedies of the customer under German law, EU law, Australian law or other applicable law.

16.2 Warranty (B2B)

portier warrants that the software, when used in accordance with the agreement, materially conforms to the functions described in the order form and product documentation. In the event of a defect, portier will, at its option, repair or replace. If repair or replacement fails twice or is unreasonable, the customer may reduce fees or rescind the agreement under statutory law.

Beyond this, all express or implied warranties, in particular fitness for a specific purpose or uninterrupted operation, are excluded to the extent permitted by law. The uptime commitment in section 6.1 remains unaffected.

16.3 Limitation of liability (B2B)

portier is liable without limitation:

• for wilful misconduct and gross negligence;
• for injury to life, body or health;
• under the German Product Liability Act and equivalent applicable law;
• to the extent of any guarantee expressly given by portier.

For ordinary negligence, portier is only liable for breach of material contractual obligations (cardinal duties). In such cases, liability is limited in amount to typically foreseeable damages.

Subject to the foregoing, portier’s aggregate liability arising out of or in connection with the agreement is limited per contract year to the fees actually paid by the customer in the preceding twelve months.

Liability for indirect or consequential damages, lost profits or pure data loss is excluded to the extent permitted by law, unless mandatory law provides otherwise.

16.4 Force majeure

Neither party is liable for delays or non-performance caused by events beyond its reasonable control, including natural events, strikes, war, terrorism, government orders or internet/power outages. The affected party will notify the other party without delay and resume performance promptly after the event has ended.

16.5 Export control

The customer will comply with all applicable export control and trade sanction laws (in particular those of the EU, Germany and Australia). Use or distribution of the software in breach of such laws is not permitted.

16.6 Data backup

For SaaS services, portier applies industry-standard backup procedures. The customer remains responsible for its own backups of business-critical data. For on-premise software, data backup is solely the customer’s responsibility.

16.7 Right to audit (on-premise)

portier has the right to verify the customer’s compliance with the licence terms. Audits will be:

• conducted no more than once per calendar year, unless there is reasonable suspicion of a material breach;
• announced to the customer at least 14 days in advance in text form;
• conducted during normal business hours and with minimum disruption to the customer’s operations;
• conducted by portier or by an independent auditor that is not a competitor of the customer and is bound by reasonable confidentiality obligations to the customer;
• at portier’s cost, unless the audit reveals a material breach by the customer, in which case the customer bears the cost of the audit.

16.8 Updates to these T&Cs

portier may amend these T&Cs where required by changes in law, court rulings, security requirements or to reflect new functionality of the software, provided the amendment does not unreasonably disadvantage the customer.

The amended version will be notified to the customer in text form at least 60 days before it takes effect. If the customer does not object in text form within 30 days of receiving the notice, the amendment is deemed accepted. The notice will draw the customer’s attention to this consequence.

For material amendments that affect the scope of services, the customer’s principal obligations or the fee structure, the customer has, instead of the deemed acceptance, a special right to terminate the agreement with effect from the date the amendment takes effect.

16.9 Artificial intelligence

Where portier uses AI-supported functionality or integrates third-party AI:

• AI-generated content is to be understood as supportive and does not replace the customer’s own judgement;
• the customer remains responsible for decisions taken on the basis of AI outputs;
• data processing in the context of AI features follows the security and privacy standards in sections 6.4 and 9. Details of AI data processing are disclosed in product documentation or the order form.

17. General contract clauses

17.1 No agency

The agreement does not create a partnership, agency, franchise, joint venture, fiduciary or employment relationship. The parties act as independent contractors.

17.2 Assignment

Neither party may assign rights or obligations under the agreement without the prior consent in text form of the other party, such consent not to be unreasonably withheld. Either party may, however, assign the agreement without consent to an affiliate or in connection with a merger, acquisition or sale of all or a substantial part of its assets.

17.3 Entire agreement and order of precedence

In the event of conflict, the following order of precedence applies:

1. the individual licence or services agreement, including the order form;
2. the data processing agreement (DPA), where applicable;
3. these T&Cs;
4. other documents and policies referenced in any of the foregoing.

These T&Cs, the individual agreement and the other documents listed above constitute the entire agreement between the parties on the subject matter and supersede any prior or contemporaneous arrangements.

17.4 Severability

If any provision of these T&Cs is held to be invalid or unenforceable, the validity of the remaining provisions is unaffected. The invalid provision will be replaced by a valid provision that comes closest to the parties’ economic intent.

17.5 Text form

Where these T&Cs require text form, email or an equivalent electronic communication channel is sufficient. Written form requires a corresponding express provision in the individual agreement.

18. Final acknowledgment

By signing the order form or the individual agreement, the customer confirms that it has read, understood and accepted these T&Cs.