Terms of Service

1. Agreement and documents

These Terms govern the ClearRivet website, private simulator, live-machine trial, cloud software, connected hardware, remote setup and related support (the "Services"). A customer accepts the agreement by signing or electronically accepting an Order Form, subscription confirmation or other written document that incorporates these Terms. The person accepting for an organisation confirms that they have authority to bind it.

The agreement consists of: (a) the applicable Order Form; (b) any signed statement of work, data-processing or security schedule; and (c) these Terms. The documents apply in that order if they conflict.

2. Service scope

ClearRivet provides production monitoring, reporting and operational visibility software for manufacturing businesses. The Services provide information and workflow support; they do not operate or control customer machinery. Customers remain responsible for their equipment, production processes, network access and decisions made using information from the Services.

3. Accounts and authorised users

The customer controls who is authorised to use its account and must keep user and contact information reasonably current. Users must protect credentials, use multi-factor authentication where made available and promptly report suspected unauthorised access. ClearRivet may rely on instructions from authorised customer administrators unless it has reasonable grounds to suspect that the instruction is unauthorised.

4. Private simulator and 14-day live-machine trial

Simulator access may be approved for a stated organisation and may have reasonable time, security and usage limits. A standard 14-day live-machine trial begins when ClearRivet confirms that live machine data is being received, unless the Order Form states another start date.

The standard software subscription is not charged during the 14-day trial. Trial hardware is supplied on loan unless otherwise stated. If the customer does not continue, trial hardware remains ClearRivet property and must be returned in accordance with reasonable return instructions stated in the Order Form or provided at the end of the trial. The customer is responsible for loss or damage beyond fair wear and tear only to the extent caused by its failure to take reasonable care.

5. Subscription, billing and renewal

The software price, connected-machine count, billing frequency and initial term are stated in the Order Form. Unless the Order Form states otherwise, a customer that elects to continue after the trial enters a 12-month initial subscription term, billed monthly in advance. The price for the committed machine count is fixed during that initial term unless both parties agree otherwise in writing.

After the initial term, the subscription continues month-to-month unless the parties agree to another fixed term. Either party may end the month-to-month subscription on at least 30 days' written notice. ClearRivet may change the price after the initial term by giving at least 30 days' notice; the customer may cancel before the change takes effect without penalty.

Additional machines may be added by written agreement and are charged from activation. Unless otherwise agreed, additional machines added during the initial term co-terminate with the existing initial term. Reductions to the committed machine count take effect at the end of the initial term or, after that, on expiry of the applicable 30-day notice period.

6. Hardware, delivery and ownership

Paid hardware requirements are scoped and quoted separately before paid rollout. ClearRivet does not assume one gateway per machine; a site may use shared gateway or I/O hardware where technically appropriate. The Order Form or quotation will state the hardware, price, delivery arrangement, ownership and any specific warranty.

Unless otherwise stated, title to purchased hardware passes when it is paid for in full and risk of physical loss passes on delivery. ClearRivet will pass through available manufacturer warranties where practicable. Any express hardware warranty is in addition to rights that cannot lawfully be excluded.

7. Setup, commissioning and customer dependencies

Standard remote setup and commissioning are included for the connection scope described in the Order Form. For a standard 24V connection, the customer provides suitable machine-run and part-count signals or a suitable sensor. For a PLC connection, the customer provides network/IP information and identifies the tags, registers or data points to be read.

The customer must provide reasonable access to appropriate electrical, controls or IT personnel where required. ClearRivet is not responsible for delay to the extent caused by unavailable customer personnel, inaccessible or undocumented PLC data, unsuitable signals, network restrictions, third-party equipment, or other customer-controlled dependencies. Any onsite work, PLC programming, custom integration or non-standard engineering is quoted separately unless expressly included.

8. Acceptable use

The customer and its users must not: access or attempt to access another customer's data; bypass authentication or security controls; conduct vulnerability or penetration testing without written approval; introduce malicious code; interfere with service availability; use the Services unlawfully; or reverse engineer the Services except where applicable law expressly permits it.

9. Customer Data and permitted use

As between the parties, the customer retains its rights in machine data, production information, orders, comments, checks, quality records and other information submitted to or generated through the customer's use of ClearRivet ("Customer Data"). The customer grants ClearRivet a limited right to host, process, transmit, back up and display Customer Data only as reasonably necessary to provide, secure, maintain and support the Services, comply with the customer's documented instructions, or comply with law.

ClearRivet will not sell Customer Data, use Customer Data for third-party advertising, or use Customer Data to train general-purpose AI models without the customer's express written agreement. ClearRivet may use service telemetry that does not reveal Customer Data content to secure, diagnose and operate the platform.

10. Privacy and data processing

Each party must comply with privacy and data-protection laws that apply to it. The customer is responsible for notices, permissions and lawful collection of personal information it chooses to place in ClearRivet, including employee or operator information. Where ClearRivet processes personal information contained in Customer Data on the customer's behalf, ClearRivet will process it for the Services and the customer's documented instructions, subject to law.

ClearRivet may use subprocessors to provide hosting, communications, authentication, support, security, email, AI or related functions. ClearRivet remains responsible for managing its subprocessors in accordance with the agreement and will provide reasonable information about material subprocessors on request.

11. Security and security incidents

ClearRivet will maintain reasonable technical and organisational safeguards appropriate to the nature of the Services and Customer Data, including encrypted web transport, access controls, role and tenant scoping, logging, backup/recovery practices and security maintenance appropriate to the deployed environment.

If ClearRivet confirms a security incident that materially affects Customer Data, it will notify the customer's nominated security or administrative contact without undue delay after becoming aware of the material impact, provide information reasonably available about the incident and remediation, and cooperate with reasonable customer requests. Where the Notifiable Data Breaches scheme or another mandatory notification law applies to ClearRivet, ClearRivet will comply with that law.

12. AI-assisted features

AI-assisted features, forecasts, estimates, benchmarks, alerts and analytical outputs are informational tools only and may be incomplete, delayed or incorrect. Customers should use reasonable judgement and verify material information before relying on it for significant operational, commercial, quality, compliance or employment decisions.

AI-assisted outputs do not constitute engineering, financial, legal, employment or other professional advice and do not guarantee any particular business result.

13. Intellectual property and feedback

ClearRivet and its licensors retain all rights in the Services, software, user interface, documentation, trademarks and related technology, excluding Customer Data. During an authorised trial or subscription, ClearRivet grants the customer a non-exclusive, non-transferable right to use the Services for its internal business operations.

If the customer voluntarily provides suggestions or feedback, ClearRivet may use that feedback to improve the Services provided it does not identify the customer or disclose Customer Data. ClearRivet will not use the customer's name, logo or testimonial in public marketing without permission.

14. Confidentiality

Each party must protect the other party's non-public business, technical and commercial information using at least reasonable care and may use it only for the relationship. This obligation does not apply to information that is already public through no breach, was lawfully known without restriction, is independently developed, or is lawfully received from another source. A party may disclose confidential information where required by law, and where legally permitted should give the other party reasonable notice.

15. Third-party services, connectivity and source systems

The Services may depend on cloud infrastructure, telecommunications, internet connectivity, identity, email, AI, browsers, customer networks, PLCs, gateways, sensors, machine signals and other third-party or customer-controlled systems. ClearRivet will use reasonable care in selecting and managing the service providers it controls.

To the maximum extent permitted by law, ClearRivet is not responsible for loss, delay, interruption or inaccurate information to the extent caused by customer systems, incorrect or unavailable source data, network or internet outages, power failures, customer configuration, third-party systems or other circumstances outside ClearRivet's reasonable control. ClearRivet will use reasonable efforts to restore or work around affected Services where practicable.

16. Service changes, maintenance and support

ClearRivet may improve or update the Services over time. It will not intentionally remove material core functionality from a paid customer during a committed term without reasonable notice and, where the reduction is material and not reasonably replaced by equivalent functionality, the parties will work in good faith on an appropriate remedy.

Planned maintenance will be scheduled to reduce unnecessary disruption where reasonably practical. Standard remote support is included. No specific response time or uptime percentage applies unless a separate service-level agreement says otherwise.

17. Fees, GST and payment

Fees are in Australian dollars unless stated otherwise and are exclusive of GST where GST is legally payable. Software is billed monthly in advance. Unless the Order Form states otherwise, the first paid invoice is issued on the conversion date and invoices are due within 7 days. The customer must raise a genuine invoice dispute promptly and pay undisputed amounts when due.

If an undisputed amount remains overdue after ClearRivet gives reasonable written notice, ClearRivet may suspend the affected paid Services until payment is made. ClearRivet will not charge the customer for a period of suspension caused solely by ClearRivet's own material breach.

18. Suspension

ClearRivet may suspend access where reasonably necessary to address an urgent security threat, unlawful use, material risk to other customers, or an uncured material breach. Except where immediate action is reasonably necessary, ClearRivet will give reasonable notice and an opportunity to remedy the issue. Access will be restored promptly once the reason for suspension is resolved.

19. Termination and data exit

Either party may terminate the agreement for a material breach that is not remedied within 14 days after written notice, or immediately if the breach cannot reasonably be remedied, the other party becomes insolvent, or termination is otherwise required by law. ClearRivet may terminate or suspend immediately for deliberate unlawful access, serious security abuse or conduct creating an imminent material risk.

Termination does not affect accrued rights or fees properly committed before termination, except where the customer terminates for ClearRivet's uncured material breach or law requires a refund or other remedy. On termination, the customer may request a standard data export that is reasonably available within 30 days. ClearRivet may then delete Customer Data from active systems in accordance with its retention and backup processes, except where retention is required by law or reasonably necessary to resolve a dispute.

20. Consumer guarantees and non-excludable rights

Nothing in the agreement excludes, restricts or modifies any guarantee, condition, warranty, right or remedy that cannot lawfully be excluded, including rights under the Australian Consumer Law where it applies. Where the Australian Consumer Law permits liability for a failure to comply with a consumer guarantee to be limited for business-use goods or services, ClearRivet's liability is limited, at ClearRivet's option and to the extent permitted by law, to repair or replacement of affected goods (or the cost of doing so), or re-supply of affected services (or the cost of having them supplied again).

21. Service scope, outcomes and disclaimers

ClearRivet provides manufacturing information, monitoring, reporting and workflow software. The Services are intended to help customers understand and manage their operations. ClearRivet does not guarantee any particular level of productivity, OEE, output, cost saving, downtime reduction, profitability, labour saving or other business outcome.

ClearRivet relies on information received from customer equipment, PLCs, gateways, sensors, integrations and users. ClearRivet does not warrant that source data will always be complete, accurate, timely or continuously available where the source or transmission path is outside ClearRivet's reasonable control.

ClearRivet will provide the paid Services with due care and skill and substantially in accordance with the agreed service description, subject to customer dependencies and matters outside ClearRivet's reasonable control. Except for express commitments in the agreement and rights that cannot be excluded, the Services are provided on an "as available" basis and ClearRivet does not guarantee uninterrupted operation or that every data gap, connectivity issue or third-party integration issue can be prevented.

22. Limitation of liability

To the maximum extent permitted by law and subject to section 20, neither party is liable to the other for indirect, consequential, special or exemplary loss, or for loss of profit, revenue, production, opportunity, goodwill or anticipated savings, except to the extent that liability cannot lawfully be excluded.

Except for the higher-risk matters listed below, the maximum total liability of either party arising out of or in connection with this agreement is limited to an amount equal to 12 months of subscription fees for the affected Services. If a claim arises during the first 12 months of paid service, the cap is the subscription fees paid or payable for the first 12 months of the affected Services.

For breach of confidentiality, breach of section 9 or 10 concerning Customer Data or personal information, or a party's intellectual-property indemnity under section 23, the maximum total liability is twice the general cap above.

The caps and exclusions in this section do not apply to fraud, wilful misconduct, amounts properly due under the agreement, or any liability that applicable law does not permit to be excluded or limited. Nothing in this section limits the rights preserved by section 20.

23. Limited third-party indemnities

ClearRivet will defend and indemnify the customer against a third-party claim that the unmodified ClearRivet software, when used as authorised, infringes an Australian patent, copyright or registered trade mark. ClearRivet may modify or replace the affected component, obtain continued rights, or if those options are not commercially reasonable, terminate the affected Service and refund prepaid subscription fees for the unused period. This indemnity does not apply to claims caused by Customer Data, customer modifications, use contrary to documentation, or combinations not supplied or approved by ClearRivet.

The customer will defend and indemnify ClearRivet against a third-party claim to the extent caused by Customer Data or customer instructions that unlawfully infringe another person's rights, or by the customer's deliberate unlawful or unauthorised use of the Services. Each indemnity is subject to prompt notice, reasonable cooperation, and the indemnifying party controlling the defence. No settlement may require an admission of fault or non-monetary obligation from the other party without its consent, not to be unreasonably withheld.

24. Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, such as natural disaster, major utility or telecommunications failure, government action, war, civil disturbance or widespread cloud/internet outage, provided the affected party takes reasonable steps to minimise the impact. This does not excuse payment obligations for Services already supplied.

25. Dispute resolution

Before starting court proceedings (other than urgent interlocutory or injunctive relief), the parties will first try in good faith to resolve the dispute through their nominated business contacts. If unresolved after 15 business days, either party may request a meeting between senior representatives. The parties may agree to mediation in Victoria before commencing substantive court proceedings.

26. Governing law

Subject to mandatory laws that cannot be excluded, the agreement is governed by the laws of Victoria, Australia. The parties submit to courts of competent jurisdiction in Victoria, Australia. Customers retain any mandatory rights that apply in their jurisdiction.

27. Assignment and subcontracting

Neither party may assign the agreement without the other's prior written consent, which must not be unreasonably withheld. Either party may assign the agreement as part of a genuine corporate restructure, merger or sale of substantially all of the relevant business, provided the assignee assumes the assigning party's obligations and reasonable notice is given. ClearRivet may use subcontractors and subprocessors but remains responsible for its contractual obligations.

28. Notices

Formal notices under the agreement may be sent by email to the commercial or legal contacts stated in the Order Form. A notice is taken to be received on the next business day after sending unless the sender receives a delivery failure notice.

29. Changes to these Terms

ClearRivet may update these Terms for future orders or renewals. A material change will not apply retrospectively to an active committed term unless required by law or agreed with the customer. For month-to-month customers, ClearRivet will give at least 30 days' notice of a material adverse change, and the customer may terminate before it takes effect.

30. General

The agreement is the entire agreement about its subject matter and replaces prior discussions about that subject matter. A waiver must be in writing and applies only to the specific instance. If a provision is invalid or unenforceable, it is read down or severed to the minimum extent necessary and the remaining provisions continue. Headings are for convenience only. Electronic signatures and counterparts may be used.

31. Contact and supplier details

Questions about these Terms may be sent to support@clearrivet.com. Before any paid service begins, the applicable Order Form or invoice will identify the contracting supplier and required business details. The public brand may continue to be ClearRivet.