Master Terms and Conditions

1. Introduction and scope

1.1 These Master Terms and Conditions (“Terms”) govern access to and use of the Classe365 platform and the Hiree365 platform (each a “Platform” and together the “Platforms”), together with any related applications, mobile apps, application programming interfaces, documentation, implementation services and support services that we make available.

1.2 Classe365 is a student information system, learning management system and customer relationship management platform for education institutions. Hiree365 is a campus recruitment and employability platform. Hiree365 is sold both separately and bundled with Classe365. Except where a clause says otherwise, these Terms apply to both Platforms.

1.3 These Terms apply to:

1. the organisation that subscribes to a Platform (the “Customer” or “Institution”), which may be a K-12 school, a university or college, an academy or vocational training provider, or a corporate organisation using a Platform for corporate training; and

2. every person the Customer authorises to access a Platform through the Customer’s account, including administrators, teaching and academic staff, professional and support staff, students, parents and guardians, alumni, and — in the case of Hiree365 — employers and recruiters invited by the Institution (each an “Authorised User”).

1.4 These Terms replace all previously published terms and conditions for the Platforms with effect from 15 October 2026. They were published on 15 September 2026, giving 30 days’ notice of the change.

1.5 By subscribing to a Platform, signing an order form or statement of work that references these Terms, starting a free trial, or accessing or using a Platform, the Customer accepts these Terms. If you are accepting these Terms on behalf of an organisation, you confirm that you have authority to bind that organisation.

1.6 Authorised Users access the Platforms under the authority of the Customer. Authorised Users must comply with these Terms and with the Acceptable Use Policy, but the contract for the Platforms is between us and the Customer. The Customer is responsible for the acts and omissions of its Authorised Users as if they were its own.

2. Definitions

In these Terms:

“Acceptable Use Policy” or “AUP” means the Classe365 and Hiree365 Acceptable Use Policy published on our website, as amended in accordance with clause 28.

“Affiliate” means an entity that controls, is controlled by, or is under common control with a party.

“AI Features” means the artificial intelligence and machine learning functionality described in clause 18 and in the AI Use Statement.

“Authorised User” has the meaning given in clause 1.3(b).

“Confidential Information” has the meaning given in clause 15.1.

“Customer Data” means all data, content, records, files, text, images and other material that the Customer or its Authorised Users submit to, upload to, generate within, or store on a Platform, including student records, candidate records, enrolment and admission information, academic and assessment records, attendance records, financial records held in the Platform, communications sent through the Platform, and configuration and settings data. Customer Data includes education records as that term is used under the United States Family Educational Rights and Privacy Act.

“DPA” means the Personal Data Processing Agreement published on our website, which forms part of the agreement between the parties where the Customer is subject to data protection legislation that requires one.

“Documentation” means the user guides, help centre articles, technical documentation and product descriptions that we publish for the Platforms.

“Enterprise” means a subscription plan designated by us as an Enterprise plan in an order form, quotation or invoice.

“Fees” means the subscription fees, implementation fees, professional services fees and any other charges payable by the Customer.

“Order” means an order form, quotation, invoice, subscription selection made through the Platform, or renewal that identifies the Platform, plan, term and Fees.

“Personal Information” means information relating to an identified or identifiable individual, and includes “personal data” and “personally identifiable information” as those terms are used in applicable data protection legislation.

“Platform” and “Platforms” have the meanings given in clause 1.1.

“Privacy Policy” means the Classe365 and Hiree365 Privacy Policy published on our website.

“Security Statement” means the Classe365 and Hiree365 Security Statement published on our website.

“SLA” means the Classe365 and Hiree365 Service Level Agreement published on our website.

“Subscription Term” means the period for which the Customer has subscribed under an Order, including any renewal period.

“we”, “us”, “our” and “Classe365” mean the contracting entity identified in clause 3, together with its Affiliates where the context requires.

Words in the singular include the plural and vice versa. Headings are for convenience only and do not affect interpretation. “Including” and “for example” are not words of limitation.

3. Who you contract with

3.1 We operate a regional contracting model. The entity you contract with depends on the country in which the Customer is established.

3.2 Customers established in the United States contract with:

365 Software, LLC A Delaware limited liability company Registered office: 131 Continental Dr, Suite 305, Newark, DE 19713, New Castle County, United States Registered agent: Legalinc Corporate Services Inc.

3.3 All other Customers, including those established in the European Union, the United Kingdom, Australia and the rest of the world, contract with:

Sprout On Web Pty Ltd ABN 72 138 602 418 Registered office: 22 Palm Street, St Ives, NSW 2075, Australia Business address: 22 Giffnock Avenue, Macquarie Park, NSW 2113, Australia

3.4 Both entities are part of the same group and operate the Platforms on a common technical infrastructure. In these Terms, “Classe365”, “we”, “us” and “our” refer to whichever of the two entities is the Customer’s contracting entity.

3.5 Group affiliate providing support and engineering services. Classe365 India Pvt Ltd, of 37, Venjay Edifice Complex, 3rd Floor, JLB Road, Chamarajapuram, Mysuru – 570 005, India, provides support and engineering services to both contracting entities. Personnel of Classe365 India Pvt Ltd may access Customer Data, including student data, for the purpose of providing support, resolving faults, and maintaining and developing the Platforms. That access is subject to access controls, contractual confidentiality obligations and intra-group data transfer agreements. The Customer acknowledges and accepts this access as a condition of using the Platforms. Further detail is set out in the Privacy Policy and, where applicable, the DPA.

3.6 Where a Customer operates in more than one country, the contracting entity is determined by the place of establishment of the entity named on the Order.

4. Accounts and access

4.1 To use a Platform, the Customer must create an account and provide accurate, current and complete registration information. The Customer must keep that information up to date.

4.2 The Customer is responsible for configuring the Platform, for creating and managing Authorised User accounts, for assigning roles and permissions, and for deactivating accounts when a person no longer requires access.

4.3 The Customer and its Authorised Users must keep login credentials confidential and must not share them. The Customer must notify us at clientservice@classe365.com without undue delay if it becomes aware of any unauthorised access to, or use of, its account.

4.4 We may require multi-factor authentication or other reasonable authentication measures for administrative accounts.

4.5 We provide the Platforms on a hosted, multi-tenant basis unless an Enterprise Order provides for a private cloud deployment. Standard hosting is provided on Amazon Web Services in the us-east-1 region (Northern Virginia, United States). On request, we will locate Customer Data in the nearest available Amazon Web Services region to the Customer. Enterprise customers may elect a private cloud deployment on Amazon Web Services, Microsoft Azure or Google Cloud. The hosting arrangement applicable to a Customer is recorded in the Order.

5. Authorised Users, students and age

5.1 The Customer contracts with us. The Customer authorises its Authorised Users, including students, to access the Platforms through the Customer’s account and under the Customer’s control.

5.2 Students under the age of 18 may access and use Classe365 under the authority of, and subject to the policies of, the Institution that has authorised them. We provide the Platform to the Institution; we do not establish a direct commercial relationship with a student.

5.3 Children under the age of 13 who access Classe365 are covered by the Children’s Privacy Policy and the Direct Notice to Parents published on our website. Those documents describe what information is collected, how it is used, the consent the Institution obtains on behalf of parents, and the rights parents may exercise. The Institution is responsible for obtaining and maintaining any parental consent required by applicable law before enabling access for a child under 13, and for providing parents with the Direct Notice to Parents. We support the Institution in doing so.

5.4 Hiree365 has a minimum age of 16. Hiree365 is not available to any person under the age of 16, and no person under 13 may be given a Hiree365 account under any circumstances. The Institution must not create or enable a Hiree365 account for a person under 16.

5.5 The Customer must ensure that it has the authority and, where required, the consent or other lawful basis needed to provide us with Personal Information about its Authorised Users, students, candidates, parents and guardians, and to permit the processing described in these Terms and the Privacy Policy.

5.6 Parents, guardians and eligible students exercise rights of access, correction and complaint through the Institution. We support the Institution in responding to those requests but do not action them independently of the Institution.

6. Free trial

6.1 We offer a free trial of the Platforms for a period of 14 days from the date the trial account is activated.

6.2 During the free trial, access is provided as-is and without any warranty, service level commitment or support commitment beyond what we choose to provide. The service levels in the SLA do not apply during a free trial.

6.3 The Customer may load Customer Data into a trial account. The Customer is responsible for ensuring it is lawful to do so, and we recommend that Customers do not load sensitive live student records into a trial account before completing their own assessment.

6.4 At the end of the 14-day trial the Customer may subscribe to a paid plan. If the Customer does not subscribe, the trial account will be closed and any Customer Data in it will be deleted in accordance with clause 27.

6.5 We do not charge for the free trial and we will not convert a trial to a paid subscription without the Customer placing an Order.

7. Fees, billing and renewal

7.1 The Customer must pay the Fees set out in the applicable Order. Fees are exclusive of goods and services tax, value added tax, sales tax, withholding tax and any similar taxes or duties, which the Customer must pay in addition where they apply.

7.2 Unless the Order says otherwise, Fees are payable in advance for the Subscription Term. Invoices are payable within 30 days of the invoice date, or on the date stated on the invoice where that is later.

7.3 Payments may be processed through Stripe or PayPal. Card details are handled by those payment processors and are not stored by us.

7.4 Auto-renewal. Unless the Order says otherwise, a subscription renews automatically at the end of each Subscription Term for a further period of the same length. We will not charge a renewal fee without giving the Customer at least 30 days’ prior notice of the renewal, the renewal period and the amount payable. Notice will be sent to the billing contact recorded on the account.

7.5 The Customer may prevent a renewal by cancelling before the renewal date. Cancellation can be made at any time from the account dashboard, or by written notice to clientservice@classe365.com.

7.6 Fee changes. We may change our Fees for a renewal period. Any change to the Fees payable on renewal will be included in the 30 days’ notice given under clause 7.4. If the Customer does not accept the new Fees, it may cancel before the renewal date and the subscription will end at the end of the current Subscription Term.

7.7 Refunds. Fees are non-refundable except where these Terms or applicable law require otherwise. We do not refund Fees for a partial subscription period. If the Customer cancels part-way through a Subscription Term, access continues until the end of that term and no pro-rata refund is payable. The SLA does not provide any financial remedy for a failure to meet the availability target, and no refund, compensation or set-off is payable on that basis.

7.8 Nothing in clause 7.7 limits any non-excludable right to a remedy that the Customer has under consumer protection legislation, including the Australian Consumer Law where it applies.

7.9 Late payment. If an invoice is overdue by more than 30 days, we may suspend access to the Platform under clause 26 after giving the Customer at least 10 days’ written notice and an opportunity to pay. We may charge interest on overdue amounts at 1% per month or the maximum rate permitted by law, whichever is lower.

7.10 The Customer must raise any dispute about an invoice within 30 days of the invoice date. Amounts not disputed within that period remain payable.

8. Customer obligations

8.1 The Customer must:

1. use the Platforms in accordance with these Terms, the Acceptable Use Policy, the Documentation and all applicable laws;

2. ensure that its Authorised Users comply with these Terms and the Acceptable Use Policy;

3. maintain the accuracy of the Customer Data it enters and the configuration choices it makes;

4. manage roles, permissions and access rights within the Platform so that Authorised Users can only see the records appropriate to their role;

5. provide the equipment, operating systems, browsers and internet connectivity needed to access the Platforms;

6. obtain and maintain any consents, authorisations, parental consents and notices required by law in connection with the Customer Data and the Authorised Users it enables;

7. comply with its own obligations under education, privacy, employment and record-keeping laws that apply to it; and

8. co-operate with us in good faith on implementation, data migration, testing and support.

8.2 The Customer is responsible for the decisions it makes using the Platforms, including decisions about admissions, assessment, progression, discipline, placement and employment. The Platforms provide tools and analysis; they do not make those decisions.

8.3 The Customer must not permit any person who is not an Authorised User to access the Platforms using the Customer’s account.

9. Acceptable use

9.1 The Customer and its Authorised Users must comply with the Acceptable Use Policy, which is incorporated into these Terms by reference and forms part of the agreement between the parties.

9.2 The Acceptable Use Policy sets out prohibited content and conduct, rules on academic integrity and the use of AI Features, security restrictions, restrictions on the use of student and candidate data, restrictions specific to Hiree365, rate limits and API fair use, the consequences of breach, and how to report a violation.

9.3 A breach of the Acceptable Use Policy is a breach of these Terms and may lead to suspension under clause 26.

10. Customer Data — ownership

10.1 As between the parties, the Customer owns all right, title and interest in the Customer Data. Nothing in these Terms transfers ownership of Customer Data to us.

10.2 We claim no ownership of, and acquire no proprietary interest in, student records, candidate records, assessment work, coursework, submissions, communications or any other Customer Data.

10.3 Where Customer Data includes education records subject to the United States Family Educational Rights and Privacy Act, we act as a school official with a legitimate educational interest under the school official exception, under the direct control of the Institution. We use those records only to provide the service and only on the Institution’s instructions. The Institution designates what constitutes directory information and controls opt-outs through the Platform; we do not designate or disclose directory information on our own initiative.

10.4 The Customer is responsible for the accuracy, quality, legality and appropriateness of the Customer Data, and for the means by which it acquired that data.

11. Licence to Customer Data

11.1 The Customer grants us a limited, non-exclusive, non-transferable, worldwide licence to host, store, back up, process, transmit, reproduce (only as necessary for hosting, backup and disaster recovery) and display Customer Data solely to the extent necessary to provide, maintain, support, secure and troubleshoot the Platforms for the Customer, and to perform our obligations under these Terms.

11.2 That licence is granted for the sole purpose stated in clause 11.1. It does not permit any other use. In particular:

1. We do not use Customer Data for advertising. We do not use Customer Data — including student data, candidate data and education records — to serve, target, select or measure advertising, to build advertising or marketing profiles, or for any behavioural or targeted advertising, whether directed at students, candidates, parents or anyone else.

2. We do not sell Customer Data. We do not sell, rent, licence, trade or otherwise disclose Customer Data for money or other valuable consideration, and we do not share it for cross-context behavioural advertising.

3. We do not use Customer Data to train, fine-tune or improve any general-purpose or shared artificial intelligence model, or to improve the service for any other customer. Clause 18 sets out the position on AI Features in full.

4. We do not publish, distribute, advertise, adapt, remix, excerpt, publicly perform or prepare derivative works of Customer Data, and we do not sub-licence it to third parties, except that we may disclose Customer Data to the sub-processors listed in the Privacy Policy strictly for the purpose of providing the Platforms, and to our group affiliate Classe365 India Pvt Ltd for the support and engineering purposes described in clause 3.5.

5. We do not use Customer Data for our own product marketing, case studies or promotional material. If we wish to name a Customer as a reference or publish a case study, we will ask for the Customer’s written permission first, and the Customer may refuse or withdraw that permission at any time.

11.3 The licence in clause 11.1 terminates automatically when the Customer’s subscription terminates, subject only to the limited period needed to complete deletion in accordance with the retention schedule in clause 27 and to any retention required by law.

11.4 We may generate and use aggregated, de-identified statistical information about the operation and performance of the Platforms — such as feature usage counts, load and capacity metrics, and error rates — for capacity planning, security, service improvement and internal reporting. Any such information is aggregated across the whole service and stripped of identifiers so that it cannot reasonably be used to identify the Customer, any individual, or any student or candidate. We do not create, licence or sell any product or dataset derived from Customer Data.

11.5 Nothing in this clause 11 limits the Customer’s rights, or our obligations, under the DPA where the DPA applies.

12. Privacy and data protection

12.1 We handle Personal Information in accordance with the Privacy Policy, and, where the Customer’s Authorised Users include children under 13, in accordance with the Children’s Privacy Policy and the Direct Notice to Parents. Those documents are published on our website and are incorporated into these Terms by reference.

12.2 Where the Customer is subject to data protection legislation that requires a data processing agreement, the Personal Data Processing Agreement (DPA) published on our website applies and forms part of the agreement between the parties. The DPA sets out the roles of the parties, the instructions under which we process Personal Information, the security measures, the sub-processor arrangements, and the mechanisms relied on for international transfers of Personal Information. Where these Terms and the DPA conflict on a matter of data protection, the DPA prevails.

12.3 In relation to Customer Data that constitutes Personal Information, the Customer is generally the controller (or the equivalent under its local law) and we act on the Customer’s documented instructions. The Customer determines what Personal Information is collected through its forms, workflows and configuration.

12.4 Government-issued identifiers. We do not require any government-issued identifier in order to provide the Platforms. Where an Institution configures its own admission or enrolment forms to collect one, that identifier is treated as Personal Information and held under the retention schedule in clause 27.

12.5 Biometrics. Classe365 and Hiree365 do not themselves collect, store or process biometric identifiers — including fingerprints, handprints, retina or iris patterns, genetic data, voiceprints, gait patterns, facial templates or faceprints — and do not perform facial or voice recognition. Institutions may choose to enable SMOWL, a third-party proctoring service, which they contract with directly; any biometric processing by SMOWL occurs under SMOWL’s own terms and privacy policy. See clause 17.

12.6 We do not collect audio recordings of children’s voices.

12.7 Sub-processors that receive student or candidate data are listed in the Privacy Policy. As at the date of these Terms they are Amazon Web Services (cloud hosting and storage), Intercom (customer support messaging), Atlassian (engineering issue tracking and fault diagnosis), Stripe (payment processing) and PayPal (payment processing). Our group affiliate Classe365 India Pvt Ltd provides support and engineering services as described in clause 3.5. Analytics and marketing tools used on our marketing website do not receive student or candidate records from the Platforms.

12.8 Breach notification. We will notify the Customer of a personal data breach affecting the Customer’s Customer Data within 24 hours of becoming aware of it, and will provide the information reasonably available to us at that time, with further information as the investigation progresses. Further detail is in the Security Statement.

13. Security

13.1 We maintain administrative, technical and physical safeguards designed to protect Customer Data against unauthorised access, disclosure, alteration and loss. Those controls include: hosting on Amazon Web Services infrastructure; encryption of data in transit using TLS; encryption of data at rest; network segregation; least-privilege access control; an OWASP-aligned secure development lifecycle; daily backups; distributed denial-of-service protection; and monitoring. The Security Statement describes these controls in more detail.

13.2 Backups. We take daily backups. Each daily backup is retained for 7 days, giving a rolling 7-day restore window. Customers may request restoration from any of the preceding 7 days. Backups are maintained for the life of an active subscription. On termination, backups are deleted together with all other Customer Data within 30 days. A record deleted by the Institution therefore persists in backups for no more than 7 days.

13.3 Audit status. A SOC 2 Type II audit is in progress and is expected to be completed in December 2026. We do not hold a SOC 2 Type II report at the date of these Terms and do not represent that we do. We do not hold an ISO 27001 certification and do not claim one.

13.4 The Customer is responsible for the security of its own systems, devices, networks and credentials, and for the access rights it grants within the Platform.

13.5 Security testing of the Platforms is restricted. The Customer and its Authorised Users must not conduct penetration testing, vulnerability scanning or any other security testing against the Platforms without our prior written authorisation. Clause 5 of the Acceptable Use Policy sets out the requirements and how to request authorisation.

14. Accessibility

14.1 Our accessibility target for the Platforms is WCAG 2.2 Level AA. The Platforms are currently partially conformant with WCAG 2.2 Level AA, meaning that parts of the Platforms do not yet fully meet that standard. We continue to work towards the target.

14.2 Accessibility feedback and requests for assistance may be sent to clientservice@classe365.com or made by telephone on +61 2 9472 5000. We aim to respond to accessibility feedback within 1 business day.

15. Confidentiality

15.1 “Confidential Information” means information disclosed by one party (the “Discloser”) to the other (the “Recipient”) that is identified as confidential or that a reasonable person would understand to be confidential from its nature or the circumstances of disclosure. Customer Data is the Customer’s Confidential Information. The non-public parts of the Platforms, the Documentation, our security architecture, and our pricing and commercial terms are our Confidential Information.

15.2 The Recipient must:

1. keep the Confidential Information confidential and use it only to perform its obligations or exercise its rights under these Terms;

2. protect it with at least the degree of care it uses for its own confidential information, and in no case less than reasonable care; and

3. disclose it only to those of its personnel, professional advisers, Affiliates and sub-processors who need it for those purposes and who are bound by obligations of confidentiality at least as protective as those in this clause.

15.3 These obligations do not apply to information that: is or becomes public other than through a breach of this clause; was lawfully known to the Recipient without an obligation of confidence before disclosure; is lawfully received from a third party without an obligation of confidence; or is independently developed by the Recipient without reference to the Confidential Information.

15.4 If the Recipient is required by law, regulation, court order or a competent authority to disclose Confidential Information, it may do so, but must — unless legally prohibited — give the Discloser prompt written notice and reasonable assistance so that the Discloser can seek to limit or challenge the disclosure. Where we receive a request from a law enforcement or government authority for Customer Data, we will direct the requester to the Customer wherever we are lawfully able to do so.

15.5 These confidentiality obligations continue for 5 years after termination, and indefinitely in respect of Customer Data that constitutes Personal Information.

16. Intellectual property

16.1 We and our licensors own all intellectual property rights in the Platforms, including the software, source code, databases (excluding Customer Data), user interfaces, designs, Documentation, and the Classe365 and Hiree365 names and logos. No rights are granted to the Customer other than the rights of use expressly stated in these Terms.

16.2 Subject to the Customer’s compliance with these Terms and payment of the Fees, we grant the Customer a non-exclusive, non-transferable, non-sub-licensable right to access and use the Platforms during the Subscription Term for the Customer’s own internal educational, administrative, recruitment or training purposes.

16.3 The Customer must not, and must not permit any person to:

1. copy, modify, translate or create derivative works of the Platforms;

2. reverse engineer, decompile or disassemble any part of the Platforms, except to the extent that this restriction cannot lawfully be excluded;

3. sell, resell, rent, lease, sub-licence, distribute, or provide the Platforms as a service bureau to any third party, except where an Order expressly permits reseller or partner arrangements;

4. remove or obscure any proprietary notice; or

5. use the Platforms to build a competing product or service, or to benchmark the Platforms for publication without our prior written consent.

16.4 Feedback. If the Customer or an Authorised User gives us suggestions, ideas or feedback about the Platforms, we may use that feedback to improve the Platforms without restriction and without obligation to the Customer. Feedback is not Customer Data and must not include Customer Data or Personal Information.

17. Third-party integrations

17.1 The Platforms can be connected to third-party products and services. Where the Customer chooses to enable an integration, the Customer is responsible for that decision and for the data that flows through it.

17.2 SMOWL. SMOWL is an online quiz proctoring service. Where an Institution chooses to enable SMOWL, the Institution contracts with SMOWL directly under SMOWL’s own terms and privacy policy. We do not contract with SMOWL on the Institution’s behalf. Any biometric processing that SMOWL performs occurs under SMOWL’s terms, not ours, and we are not responsible for it. The Institution is responsible for giving any notices and obtaining any consents required in connection with proctoring, and for its own assessment of SMOWL.

17.3 Zapier. Zapier is a customer-configured automation service. Where the Customer enables Zapier, the Customer contracts with Zapier directly and controls what data flows to it. The Customer is responsible for the automations it builds and for the destinations it sends data to.

17.4 For all other third-party products, services, applications, single sign-on providers and payment gateways that the Customer connects to a Platform, the Customer’s use is governed by the third party’s own terms. We do not warrant, endorse or accept responsibility for third-party products or services, and their availability and performance are excluded from the SLA.

17.5 If a third-party provider changes or withdraws its interface, we may need to change or discontinue the corresponding integration. We will give the Customer as much notice as is reasonably practicable.

17.6 The Customer may use our application programming interfaces in accordance with the Documentation and the fair use and rate limit provisions of the Acceptable Use Policy.

18. AI features

18.1 The Platforms include AI Features. As at the date of these Terms these are: an AI chat assistant that answers user questions within the Platform; agent automation and a workflow engine that execute configured workflows and administrative actions; grading analysis; attendance analysis; attrition tracking that identifies students at risk of disengaging or withdrawing; behaviour analytics; a writing assistant for staff and students; and AI plagiarism checking. The AI Use Statement published on our website describes these features and our approach in full and is incorporated into these Terms by reference.

18.2 Training commitment. We do not use customer, student or candidate data to train, fine-tune or improve any general-purpose or shared AI model. Where a feature uses a model that learns from data, that model is trained only on that customer’s own data (per-tenant) and is used only for that customer. Data is never pooled across customers and is never used to improve the service for other customers.

18.3 Transparency. Users are told when they are interacting with an AI system. The AI chat assistant identifies itself as an AI system to the user. This reflects the transparency obligations in Article 50 of the EU Artificial Intelligence Act, which applied from 2 August 2026.

18.4 Human oversight. All AI outputs are advisory. Decisions about students, candidates and staff remain with the Institution and its staff. No automated decision produces a legal or similarly significant effect on a person without human review. The Customer must not configure or use the Platforms in a way that removes meaningful human review from such decisions.

18.5 High-risk obligations. Under Annex III of the EU Artificial Intelligence Act, obligations for high-risk AI systems used in education and in employment and recruitment apply from 2 December 2027, following the deferral made by the Digital Omnibus. Attrition tracking, behaviour analytics, grading analysis and Hiree365 candidate processes fall within that scope. We commit to meeting those obligations by 2 December 2027. We do not claim high-risk conformity at the date of these Terms.

18.6 Accuracy. AI Features produce probabilistic output. They can be wrong, incomplete or unsuitable for a particular purpose. The Customer must review AI output before relying on it, and must not treat it as a substitute for professional judgement.

18.7 Use of AI Features is subject to the academic integrity provisions of the Acceptable Use Policy.

19. Service levels and support

19.1 Enterprise customers receive the 99.5% monthly uptime target set out in the Service Level Agreement, which is incorporated into these Terms by reference. The SLA sets out how availability is measured, what is excluded from measurement, and the sole and exclusive remedy where the target is not met. That remedy is non-financial. Where the target is not met, on written request we provide a written incident summary, a root cause analysis and a remediation plan. No refund, rebate, discount, waiver or reduction of Fees, damages, compensation or set-off is payable for a failure to meet the availability target, and no right of termination arises from it.

19.2 Customers on plans below Enterprise do not receive a contractual uptime commitment. We operate the Platforms to a high standard for all customers, but no uptime percentage and no availability remedy of any kind is contractually guaranteed to non-Enterprise customers. Customers who need a contractual uptime commitment should subscribe to an Enterprise plan.

19.3 Support is available to all customers by email at clientservice@classe365.com and through the in-platform support channel. Support arrangements, our maintenance practices and the exclusions that apply to availability measurement are set out in the SLA. We may carry out maintenance at any time. The SLA does not fix a maintenance window, a maximum duration for maintenance or a minimum notice period, and maintenance is not counted as downtime.

19.4 The SLA does not apply during a free trial, or to a beta, preview or early-access feature.

20. Corporate training customers

20.1 Not every Customer is an education institution. Where a Customer is a corporate or other organisation using a Platform for corporate training, workforce development, internal certification or similar purposes, this clause 20 applies in addition to the rest of these Terms.

20.2 References in these Terms to “Institution”, “student” and “education records” are read as references to the corporate Customer, its learners, and its learner records respectively.

20.3 The following provisions are specific to education institutions and do not apply to a corporate training Customer except to the extent that the Customer in fact holds education records or enrols persons under 18:

1. clause 10.3 (FERPA school official status), which applies only where the Customer is an educational agency or institution subject to the Family Educational Rights and Privacy Act; and

2. clause 5.3 (children under 13), which applies only where the Customer enables access for a child under 13.

20.4 A corporate training Customer must not enrol a learner under the age of 13 on either Platform, and must not enrol a learner under the age of 16 on Hiree365.

20.5 A corporate training Customer is responsible for its own obligations under employment, workplace surveillance, privacy and record-keeping laws in respect of its learners, including any obligation to notify learners that training records, assessment results, attendance and engagement analytics are held and analysed in the Platform.

20.6 Where a corporate training Customer uses the Platform to deliver training to the employees or contractors of another organisation, the Customer must ensure it has the authority to provide us with the Personal Information of those individuals and to permit the processing described in these Terms.

21. Hiree365 specific terms

21.1 Hiree365 supports three user types: students seeking employment, institutions running campus placement programmes, and employers seeking candidates.

21.2 Employers receive student personal data only via the Institution. We do not disclose candidate data directly to employers. The Institution controls what candidate information is shared as part of its placement programme, with whom, and on what terms.

21.3 An employer using Hiree365 does so under the authority of the Institution that invited it and must comply with these Terms and the Acceptable Use Policy, including the restrictions on discriminatory job postings and the restrictions on the use of candidate data.

21.4 The Institution is responsible for the accuracy of candidate records it publishes to employers, for any consent required from a candidate before their information is shared, and for managing candidate withdrawal from a placement programme.

21.5 The minimum age for Hiree365 is 16 (clause 5.4).

21.6 We do not guarantee that any candidate will secure employment, that any employer will receive suitable applications, or that any placement will result from use of Hiree365.

22. Warranties

22.1 Each party warrants that it has the power and authority to enter into these Terms and that the person accepting them has authority to do so.

22.2 We warrant that:

1. we will provide the Platforms with reasonable care and skill and in a professional manner;

2. the Platforms will perform materially in accordance with the Documentation during the Subscription Term; and

3. we will not knowingly introduce malicious code into the Platforms.

22.3 The Customer’s exclusive remedy for a breach of clause 22.2(b) is for us to use reasonable efforts to correct the non-conformity, or — if we cannot do so within a reasonable time — for the Customer to terminate the affected subscription and receive a refund of Fees paid for the unused portion of the then-current Subscription Term.

22.4 Disclaimers. To the maximum extent permitted by law, and except as expressly stated in these Terms:

1. the Platforms are provided “as is” and “as available”;

2. we exclude all other warranties, conditions, representations and terms, whether express, implied or statutory, including implied warranties of merchantability, fitness for a particular purpose, title and non-infringement;

3. we do not warrant that the Platforms will be uninterrupted, error-free, or free from all vulnerabilities, or that all errors will be corrected;

4. we do not warrant that the Platforms will meet the Customer’s specific regulatory, accreditation or reporting requirements, which the Customer must assess for itself; and

5. we do not warrant the accuracy or suitability of AI output (clause 18.6) or of any third-party integration (clause 17).

22.5 Nothing in these Terms excludes, restricts or modifies any guarantee, warranty, right or remedy that cannot lawfully be excluded, restricted or modified, including under the Australian Consumer Law. Where we are permitted to limit our liability for a breach of such a guarantee, our liability is limited, at our option, to resupplying the services or paying the cost of having the services resupplied.

23. Limitation of liability

23.1 Nothing in this clause limits liability for: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; a party’s confidentiality obligations under clause 15 in respect of wilful disclosure; the Customer’s obligation to pay Fees; or any liability that cannot be limited by law.

23.2 Exclusion of indirect loss. To the maximum extent permitted by law, neither party is liable to the other for any indirect, special, incidental, consequential or punitive loss, or for loss of profit, loss of revenue, loss of anticipated savings, loss of business opportunity, loss of goodwill or loss of reputation, however arising, whether in contract, tort (including negligence), under statute or otherwise, and whether or not the party was advised of the possibility of that loss.

23.3 Cap on liability. To the maximum extent permitted by law, each party’s total aggregate liability arising out of or in connection with these Terms and the Platforms is limited to the total Fees paid or payable by the Customer to us in the 12 months immediately preceding the event giving rise to the claim.

23.4 Where a claim arises during the first 12 months of the Customer’s first Subscription Term, the cap in clause 23.3 is the total Fees paid by the Customer up to the date of the event giving rise to the claim.

23.5 The cap in clause 23.3 applies in aggregate across all claims and is not multiplied by the number of claims, incidents or Authorised Users.

23.6 During a free trial, our total aggregate liability is limited to AUD 100 for Customers contracting with Sprout On Web Pty Ltd, and USD 100 for Customers contracting with 365 Software, LLC.

23.7 Each party must take reasonable steps to mitigate its loss.

23.8 The allocation of risk in this clause 23 is a fundamental basis of the bargain between the parties and is reflected in the Fees.

24. Indemnities

24.1 Our indemnity. We will defend the Customer against any third-party claim that the Customer’s use of the Platforms in accordance with these Terms infringes that third party’s copyright, trade mark, or registered patent, and will pay any damages finally awarded against the Customer or agreed in settlement by us in respect of such a claim.

24.2 Our indemnity in clause 24.1 does not apply to a claim arising from: Customer Data; the Customer’s configuration of the Platform; use of the Platforms in breach of these Terms or the Acceptable Use Policy; combination of the Platforms with products, services or data not supplied by us, where the claim would not have arisen without that combination; a third-party integration enabled by the Customer, including SMOWL and Zapier; or any modification of the Platforms not made by us.

24.3 If the Platforms become, or in our reasonable opinion are likely to become, the subject of an infringement claim, we may at our option and expense: obtain the right for the Customer to continue using the Platforms; modify or replace the affected functionality so that it is non-infringing while remaining materially equivalent; or, if neither is reasonably achievable, terminate the affected subscription on written notice and refund Fees paid for the unused portion of the then-current Subscription Term.

24.4 Customer indemnity. The Customer will indemnify us against any third-party claim, and any resulting damages, losses, fines and reasonable legal costs, arising from:

1. Customer Data, including a claim that Customer Data infringes a third party’s rights or was collected, uploaded or used unlawfully;

2. the Customer’s or an Authorised User’s breach of the Acceptable Use Policy;

3. the Customer’s failure to obtain a consent, authorisation or parental consent required by law in connection with an Authorised User or with Customer Data;

4. the Customer’s use of a third-party integration it enabled, including SMOWL and Zapier; or

5. a decision the Customer made about a student, candidate, learner or employee, including a decision informed by AI output.

24.5 Indemnity procedure. The indemnified party must: notify the indemnifying party promptly in writing of the claim; give the indemnifying party sole control of the defence and settlement, except that no settlement imposing a non-indemnified obligation on the indemnified party may be made without its consent (not to be unreasonably withheld); and provide reasonable co-operation at the indemnifying party’s expense. A delay in notification only reduces the indemnity to the extent the indemnifying party is prejudiced by it.

24.6 The indemnities in this clause 24 are subject to the cap in clause 23.3, except for the Customer’s indemnity in clause 24.4(a) and 24.4(c), which is uncapped.

25. Term

25.1 These Terms begin on the earlier of the date the Customer first accesses a Platform (including a free trial) and the start date in the first Order, and continue until all subscriptions have expired or been terminated.

25.2 Each subscription runs for the Subscription Term in the Order and renews in accordance with clause 7.4 unless cancelled.

26. Suspension and termination

26.1 Suspension. We may suspend the Customer’s or an Authorised User’s access to a Platform, in whole or in part, where:

1. the Customer or an Authorised User is in material breach of these Terms or the Acceptable Use Policy;

2. continued access presents a security risk to the Platforms, to us, or to another customer;

3. an invoice is more than 30 days overdue and clause 7.9 has been followed; or

4. suspension is required by law or by a competent authority.

26.2 Except where an immediate suspension is necessary to protect security, safety or legal compliance, we will give the Customer notice and a reasonable opportunity to remedy the issue before suspending. Where an immediate suspension is necessary, we will notify the Customer as soon as practicable afterwards and will explain what is required to restore access. We will limit any suspension to the accounts or functionality affected wherever it is practicable to do so.

26.3 Suspension does not relieve the Customer of its obligation to pay Fees for the Subscription Term, unless the suspension was our fault.

26.4 Termination for convenience. The Customer may cancel a subscription at any time from the account dashboard or by written notice. Cancellation takes effect at the end of the then-current Subscription Term. Clause 7.7 (no refund for a partial subscription period) applies.

26.5 Termination for cause. Either party may terminate these Terms and all subscriptions immediately by written notice if the other party:

1. commits a material breach that is capable of remedy and does not remedy it within 30 days of written notice;

2. commits a material breach that is not capable of remedy; or

3. becomes insolvent, enters administration, liquidation, receivership or an equivalent process, or ceases to carry on business.

26.6 We may terminate a subscription on 30 days’ written notice if we discontinue a Platform or a plan. In that case we will refund Fees paid for the unused portion of the then-current Subscription Term.

26.7 Effect of termination. On termination: all rights of access end; the licence in clause 11.1 terminates in accordance with clause 11.3; the Customer must pay all Fees accrued to the date of termination; and clause 27 applies to Customer Data.

26.8 Clauses 2, 10, 11.3, 12, 15, 16, 22.4, 23, 24, 27, 29, 30 and 31 survive termination, together with any other clause that by its nature is intended to survive.

27. Data export, retention and deletion

27.1 Export before termination. During the Subscription Term, and for 30 days after termination, the Customer may export its Customer Data using the export functionality in the Platform. We will provide reasonable assistance with a bulk export on request. We do not charge for a standard export.

27.2 Retention schedule. We retain data in accordance with the following schedule, which applies in place of any discretionary retention:

27.3 Deletion by the Institution. When the Institution deletes a student or candidate record from the Platform, that record is retained for 7 days and is then permanently deleted. The 7-day period exists so that a deletion made in error can be reversed within the rolling backup window.

27.4 Deletion after termination. After a subscription terminates, all Customer Data — including data held in backups — is permanently deleted within 30 days. We do not retain Customer Data at our discretion beyond that period.

27.5 The only exceptions to clauses 27.3 and 27.4 are where retention for a longer period is required by law, or is necessary to establish, exercise or defend a legal claim of which we have been notified in writing before the deletion date. Where an exception applies, we will retain only the data reasonably necessary, will isolate it from operational use, and will delete it once the legal requirement ends.

27.6 We will confirm completion of deletion in writing on request.

27.7 The Customer is responsible for exporting anything it needs before the deletion periods in this clause expire. Once data is permanently deleted it cannot be recovered.

28. Changes to these Terms

28.1 We may amend these Terms, the Acceptable Use Policy and the SLA from time to time.

28.2 We will give the Customer at least 30 days’ prior notice of any material change, by email to the account’s nominated contact and by publishing the updated document on our website with a “Last updated” and “Effective” date.

28.3 The change takes effect on the stated effective date. If the Customer does not accept a material change, it may terminate the affected subscription by written notice given before that effective date, and we will refund Fees paid for the unused portion of the then-current Subscription Term.

28.4 Changes required by law, or changes that are purely administrative and do not reduce the Customer’s rights or our commitments, may take effect on a shorter notice period. We will still publish them and mark them with an effective date.

28.5 Continued use of a Platform after the effective date of a change constitutes acceptance of the amended document.

29. Governing law and jurisdiction

29.1 Customers contracting with 365 Software, LLC (United States customers): these Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict of laws rules. The parties submit to the exclusive jurisdiction of the courts of the State of Delaware.

29.2 Customers contracting with Sprout On Web Pty Ltd (all other customers, including the European Union, the United Kingdom, Australia and the rest of the world): these Terms are governed by the laws of New South Wales, Australia. The parties submit to the exclusive jurisdiction of the courts of New South Wales.

29.3 The United Nations Convention on Contracts for the International Sale of Goods does not apply.

29.4 Nothing in this clause prevents either party from seeking urgent injunctive or equitable relief in any court of competent jurisdiction, or affects any right a Customer or an individual has to bring proceedings, or to complain to a supervisory or regulatory authority, in the place where they are located where that right cannot be excluded by agreement.

29.5 Before commencing proceedings other than for urgent relief or non-payment, the parties will use reasonable efforts to resolve the dispute by escalating it to a senior representative of each party for good-faith discussion over a period of 30 days.

30. Notices

30.1 Notices to the Customer will be sent by email to the administrative or billing contact recorded on the account, and are taken to be received on the day sent unless the sender receives a delivery failure message.

30.2 Notices to us must be in writing and sent to clientservice@classe365.com. Formal legal notices must also be sent by post to the relevant contracting entity:

United States customers (365 Software, LLC): 365 Software, LLC, 131 Continental Dr, Suite 305, Newark, DE 19713, United States

All other customers (Sprout On Web Pty Ltd): Sprout On Web Pty Ltd, 22 Palm Street, St Ives, NSW 2075, Australia

30.3 A posted notice is taken to be received 7 business days after posting for international post, and 3 business days after posting for domestic post.

30.4 The Customer must keep its notice contacts current. We are not responsible for a notice not received because the Customer’s contact details were out of date.

31. General

31.1 Entire agreement. These Terms, together with the Acceptable Use Policy, the SLA, the Privacy Policy, the Children’s Privacy Policy, the Direct Notice to Parents, the AI Use Statement, the Security Statement, the DPA where it applies, and any Order, form the entire agreement between the parties about the Platforms and replace all earlier terms, proposals and representations.

31.2 Order of precedence. If there is a conflict, the following order applies: (a) the DPA, on matters of data protection; (b) a signed Order or written agreement between the parties; (c) these Terms; (d) the Acceptable Use Policy and the SLA; (e) the Documentation.

31.3 Assignment. The Customer may not assign or novate these Terms without our prior written consent, which will not be unreasonably withheld. We may assign or novate these Terms to an Affiliate or in connection with a merger, acquisition or sale of substantially all of our assets, on notice to the Customer. Where a Customer’s place of establishment changes such that a different contracting entity applies under clause 3, we may novate the agreement to that entity on notice.

31.4 Subcontracting. We may subcontract our obligations, including to our group affiliates and to the sub-processors listed in the Privacy Policy, and we remain responsible for their performance of the subcontracted obligations.

31.5 Force majeure. Neither party is liable for a failure or delay in performing its obligations (other than an obligation to pay money) caused by an event beyond its reasonable control, including natural disaster, fire, flood, epidemic, war, terrorism, civil unrest, industrial action not involving that party’s own workforce, government action, failure of a public telecommunications network, or a widespread internet or cloud infrastructure outage. The affected party must notify the other party and use reasonable efforts to resume performance. If the event continues for more than 60 days, either party may terminate the affected subscription on written notice.

31.6 Waiver. A failure or delay in exercising a right is not a waiver of that right. A waiver is only effective if given in writing.

31.7 Severability. If a provision of these Terms is held to be invalid or unenforceable, it is severed or read down to the minimum extent necessary and the remaining provisions continue in force.

31.8 No partnership. Nothing in these Terms creates a partnership, joint venture, employment or agency relationship between the parties.

31.9 Third-party rights. These Terms do not create rights enforceable by any person who is not a party, except that our Affiliates may enforce clauses 15, 16, 22.4, 23 and 24.

31.10 Publicity. Neither party may use the other’s name or logo in publicity without prior written consent, except that we may include the Customer in a factual list of customers if the Customer has not objected in writing.

31.11 Export and sanctions. The Customer must not use the Platforms in breach of applicable export control or economic sanctions laws, and warrants that it is not subject to such sanctions.

31.12 Counterparts and electronic acceptance. These Terms may be accepted electronically, and an Order signed electronically is as effective as one signed in ink.

31.13 Language. These Terms are written in English. Any translation is provided for convenience only, and the English version prevails.

32. Contact

Questions about these Terms may be sent to clientservice@classe365.com.

365 Software, LLC — 131 Continental Dr, Suite 305, Newark, DE 19713, United States Sprout On Web Pty Ltd — ABN 72 138 602 418, 22 Palm Street, St Ives, NSW 2075, Australia Classe365 India Pvt Ltd — 37, Venjay Edifice Complex, 3rd Floor, JLB Road, Chamarajapuram, Mysuru – 570 005, India

Accessibility enquiries: clientservice@classe365.com or +61 2 9472 5000.