SELINDA OS — TERMS OF USE

1. About these Terms

These Terms of Use govern access to and use of Selinda OS, an operating system for mineral processing operations, together with its associated applications, websites, APIs, integrations, edge components, documentation and related services (collectively, the Platform).

The Platform is provided by Bouchard Pty Ltd (ABN 45 633 217 473, ACN 633 217 473), trading as Selinda (Selinda, we, us or our).

These Terms apply to organisations that acquire access to Selinda OS (Customers) and individuals authorised by those organisations to use Selinda OS (Authorised Users).

Selinda may also provide demonstration, trial, evaluation or other access to the Platform without charge, whether or not through a Customer. An individual granted access on that basis is an Evaluation User, and these Terms apply to that individual in the same way, whether or not any organisation has entered into a Customer Agreement.

In these Terms, User means an Authorised User or an Evaluation User. An obligation expressed to apply to a User applies to each of them individually.

Users must be at least 18 years old.

By accessing or using the Platform, a User agrees to comply with these Terms.

Where an individual accepts these Terms on behalf of a Customer, that individual represents that they have authority to bind that Customer.

2. Relationship with Customer Agreements

A Customer may also enter into an order form, subscription agreement, master services agreement, statement of work, data processing agreement, service level agreement or other written agreement with Selinda (collectively, a Customer Agreement).

If there is an inconsistency between these Terms and a Customer Agreement signed by Selinda and the Customer, the Customer Agreement prevails to the extent of that inconsistency.

These Terms govern matters not expressly dealt with in the Customer Agreement.

For international Customers, including Customers in the United States, a Customer Agreement may specify governing law, jurisdiction, dispute resolution, data hosting or other requirements different from these Terms.

3. Accounts and Users

Access to the Platform is restricted to Users. Accounts are issued to named individuals and must not be shared.

Users must:

• keep their credentials secure;
• not permit another person to use their account;
• use only the permissions and access assigned to them;
• promptly notify Selinda or their organisation if they believe their account has been compromised; and
• comply with any policies of their organisation governing use of the Platform.

Customers are responsible for determining which personnel should have access, assigning appropriate roles and permissions, and removing or changing access when appropriate.

Selinda may suspend an account in accordance with clause 22.

Security concerns may be reported to security@selinda.io.

4. Customer Data

Customer Data means data, information and content submitted to, uploaded to, generated within, transmitted to or connected to the Platform by or on behalf of a Customer.

Customer Data may include shift and handover records, laboratory results, metallurgical test data, historian and process data, operating parameters, mass balances and metal accounting information, plant configurations, safety records, hazards and investigations, documents, procedures, reports, knowledge objects, attachments and information received from connected systems.

4.1 Customer ownership

As between Selinda and the Customer, the Customer retains all right, title and interest in Customer Data.

Selinda does not acquire ownership of a Customer's plant, production, laboratory, operational, safety or other Customer Data merely because the Platform stores, structures, analyses, calculates from or otherwise processes that data.

4.2 Permission to process Customer Data

The Customer grants Selinda a non-exclusive, worldwide, royalty-free right to host, copy, transmit, process, analyse, structure, transform and display Customer Data only to the extent reasonably necessary to:

• provide the Platform and services requested by the Customer;
• operate and secure the Platform;
• provide support;
• perform calculations and analyses requested through the Platform;
• provide AI-assisted functionality requested by users;
• maintain and improve functionality for the Customer; and
• comply with applicable law.

This permission does not transfer ownership of Customer Data to Selinda.

4.3 Customer responsibility

The Customer is responsible for ensuring that it has the rights, permissions and lawful authority necessary for Customer Data to be provided to and processed through the Platform.

The Customer is responsible for the accuracy and quality of Customer Data supplied to the Platform.

5. Aggregated and De-identified Information

Selinda may generate statistical, analytical, aggregated or de-identified information derived from use of the Platform for purposes including improving the Platform, understanding performance, developing functionality and conducting internal research.

Selinda may use such information only where it has been processed so that it does not reasonably identify:

• the Customer;
• a Customer site or operation;
• an individual;
• commercially sensitive production performance; or
• confidential Customer information.

Selinda must not disclose another Customer's identifiable or confidential information through benchmarking, analytics or aggregated information.

6. Ownership of Selinda OS

Except for Customer Data and third-party materials, Selinda owns or licenses all right, title and interest in and to the Platform and the technology, intellectual property and know-how comprising or underlying it.

This includes:

• source code and object code;
• software architecture;
• database structures and data models;
• APIs and integration architecture;
• workflows and workflow logic;
• permission and governance models;
• user interfaces and interaction designs;
• report, chart and certificate structures;
• domain models and vocabulary frameworks;
• analytical methodologies;
• algorithms and numerical methods;
• calculation engines;
• fitting procedures;
• validation rules and tolerances;
• predictive and diagnostic models;
• AI prompts, system instructions and orchestration methods;
• knowledge models and relationship structures;
• documentation; and
• improvements, modifications and derivative developments of those materials.

6.1 Calculation engines

Selinda's proprietary technology includes its metallurgical and analytical calculation engines, including engines and methodologies relating to particle size distribution, adsorption isotherms, adsorption kinetics, leach kinetics, phase disengagement, maximum loading, solvent-extraction kinetics, statistical process control, mass balancing, metal accounting and future calculation, optimisation and analytical engines incorporated into the Platform.

The fact that a Customer or User supplies data to an engine or receives results from an engine does not transfer ownership of the engine, algorithm, methodology or underlying intellectual property to that Customer or User.

7. Ownership and Use of Outputs

Output means a report, certificate, chart, analysis, briefing, calculation result, AI-assisted response or other material generated by the Platform.

Where an Output is generated from Customer Data, the Customer retains ownership of the Customer Data contained in that Output and may use the Output for its legitimate business and operational purposes.

Selinda retains ownership of the underlying software, calculation engine, methodology, algorithm, model, template, structure and other Selinda intellectual property used to create that Output.

8. Restrictions and IP Protection

A Customer or User must not, except where expressly authorised by Selinda or permitted by law:

1. copy, reproduce or create a competing implementation of the Platform;
2. reverse engineer, decompile or disassemble the Platform;
3. attempt to discover or obtain Selinda source code;
4. extract or reconstruct Selinda's algorithms, calculation engines, methodologies, models or AI prompts;
5. systematically submit inputs or analyse Outputs for the purpose of reproducing, benchmarking or inferring the internal operation of a proprietary calculation engine;
6. scrape or systematically extract Selinda's data model, vocabulary, workflows, interfaces, report structures or other proprietary components;
7. use access to the Platform to develop, train, validate or materially assist a competing product;
8. remove proprietary notices or technical protections; or
9. circumvent access, security, rate-limiting or other technical controls.

Nothing in this clause excludes any right that cannot lawfully be excluded, including applicable statutory rights relating to interoperability of computer programs.

This clause continues to apply after access to the Platform ends — see clause 22.3.

9. Feedback

If a Customer or User voluntarily provides Selinda with suggestions, ideas or feedback concerning the Platform, Selinda may use that feedback to develop and improve the Platform without payment or other obligation.

This does not give Selinda ownership of Customer Data or confidential information contained in the feedback.

10. Confidentiality

Confidential Information means information disclosed by one person to another that is identified as confidential or that a reasonable person would understand to be confidential from its nature or circumstances.

Customer Data is the Customer's Confidential Information.

Selinda's Confidential Information includes non-public components of the Platform, particularly its calculation engines, algorithms, fitting procedures, validation rules and tolerances, predictive and diagnostic models, AI prompts and system instructions, and data and vocabulary models.

10.1 Obligations between Selinda and a Customer

Selinda and each Customer must:

• use the other's Confidential Information only for the purposes of these Terms;
• protect it using at least reasonable care; and
• disclose it only to personnel, contractors and professional advisers who need it for those purposes and are subject to appropriate confidentiality obligations.

10.2 Obligations of Users

Each User must, personally:

• use Selinda's Confidential Information only for the purpose of that User's permitted use of the Platform;
• protect it using at least reasonable care; and
• not disclose it to any other person.

This obligation applies to a User whether or not the organisation through which they obtained access has entered into a Customer Agreement, and whether or not that organisation is bound by clause 10.1.

10.3 Exceptions and disclosure required by law

These obligations do not apply to information that is public other than through breach, was lawfully known without confidentiality obligations, is lawfully received from another source without confidentiality obligations, or is independently developed without reference to the Confidential Information.

A person may disclose Confidential Information where required by law, court or regulator and must, where lawful and practicable, give the disclosing person prior notice.

Confidentiality obligations survive termination and the ending of access — see clause 22.3.

11. AI-Assisted Functionality

The Platform includes AI-assisted functionality, which may include operational guidance, briefing and report drafting, document and attachment reading, investigation assistance, diagnostics, optimisation suggestions and analytical commentary.

11.1 Nature of AI outputs

AI-generated content is produced by statistical models and may be incomplete, inaccurate or wrong. It is not verified by Selinda before presentation.

AI-assisted Output must be reviewed by a person competent to assess it before it is relied upon.

11.2 Content submitted to AI functionality

Where a User invokes AI-assisted functionality, relevant content may be transmitted to third-party AI processing providers identified in the Selinda Privacy Policy.

Where document or attachment-reading functionality is used, the file itself may be transmitted to those providers.

11.3 Responsibility for submitted content

A User must not submit information that the Customer or that User is not entitled to disclose, including third-party confidential information, unlawfully disclosed personal information or legally privileged material where disclosure would waive that privilege.

11.4 Retention of AI interactions

Questions submitted to AI-assisted functionality, resulting conversation history, feedback and generated Outputs may be stored as records within the Customer's Platform environment and made visible to appropriately permissioned users.

11.5 AI training and model improvement

Customer Data is not used by Selinda to train general-purpose AI models.

Selinda uses commercial AI processing providers under arrangements intended to prevent Customer Data submitted through the Platform from being used to train their general-purpose models.

Provider-side processing and limited retention may nevertheless occur in accordance with the provider arrangements described in the Selinda Privacy Policy.

Selinda may use aggregated and genuinely de-identified information in accordance with clause 5.

11.6 Limits on reliance

AI-assisted functionality must not be used as the sole basis for decisions affecting safety, regulatory compliance, environmental performance, or the integrity of metal accounting or production reporting.

12. Calculations, Analysis and Outputs

The Platform performs metallurgical, statistical and mass-balance calculations.

Calculations are performed on supplied data. Selinda does not verify that samples were correctly taken, prepared, labelled, assayed, recorded or entered, or that instruments and source systems are correctly calibrated.

Outputs are analytical results and must be interpreted by appropriately qualified personnel.

Where the Platform indicates that a result is draft, is pending recalculation, is stale, or is presented with a caveat or data-quality warning, that indication forms part of the result and must not be disregarded.

Metal accounting and production reporting functionality is not a substitute for the Customer's own governance, reconciliation controls or independent verification.

13. Decision Support and Operational Responsibility

The Platform is a decision-support tool for qualified personnel. It surfaces, structures, calculates and interprets information. It does not make operational decisions.

Recommendations, predicted outcomes, optimisation scenarios, operating-window guidance and generated shift instructions are suggestions for consideration by competent personnel.

The Customer retains responsibility for operating decisions, plant control, setpoint changes, reagent additions, process interventions and production reporting.

Nothing produced by the Platform constitutes engineering advice, metallurgical certification, a professional opinion or legal advice.

Critical operational, safety, environmental and engineering decisions require review by competent personnel under the Customer's own governance arrangements.

14. Safety-Related Functionality

The Platform includes functionality relating to hazards, TARP structures, critical-control checklists, compliance tracking and investigation assistance, including structured root-cause and ICAM-style analysis support.

This functionality assists a Customer's safety management system. It does not constitute a safety management system and does not discharge any duty owed under applicable work health and safety legislation.

The Platform is not an emergency system, alarm system, safety instrumented system, protective system or real-time control system. It must not be relied upon to detect, annunciate or respond to an emergency or imminent hazard.

Investigation assistance produces draft analysis for review by qualified investigators. It is not an investigation finding or legal advice.

The Customer remains responsible for statutory notifications and regulatory reporting.

15. Data Accuracy and Source Systems

The Platform may ingest and display data from Customer systems including process historians, laboratory systems, spreadsheets, uploaded documents and connected edge components.

Selinda does not warrant the accuracy, completeness, timeliness or continuity of data received from those systems.

Where the Platform identifies a data gap or quality concern, that identification is best-effort assistance and not a representation that every issue has been detected.

16. Integrations, Connected Systems and Edge Components

The Platform may connect to Customer systems and third-party services, including through an edge component installed within a Customer environment.

The Customer is responsible for its own systems and networks, authorising connections, and the configuration and security of Customer-controlled infrastructure.

Third-party services are governed by their own terms.

17. Sharing and Public Links

The Platform may allow a permissioned User to create a link to an artefact that can be opened without signing in.

Any person who obtains such a link may be able to view that artefact until the link expires or is revoked. Links may be forwarded.

The Customer is responsible for determining what may be shared externally and may restrict sharing using available Platform controls.

Creation, sending and revocation of links is recorded, including the recipient address where a link is sent by email.

18. Acceptable Use

A Customer or User must not:

1. use the Platform unlawfully;
2. upload malicious code or compromise Platform security;
3. attempt unauthorised access to another Customer's, site's or user's data;
4. conduct unauthorised penetration testing;
5. submit data they have no right to submit;
6. impose unreasonable loads or use unauthorised automated access;
7. misrepresent an Output as independently verified, certified or assured; or
8. infringe another person's rights through use of the Platform.

19. Security

Selinda maintains technical and organisational security measures appropriate to the nature of the Platform.

No system is entirely secure, and Selinda does not warrant that the Platform will be free from unauthorised access.

Suspected vulnerabilities or compromises should be reported to security@selinda.io.

Selinda will not pursue a claim against a person who reports a suspected vulnerability in good faith, does not access or modify data beyond what is reasonably necessary to demonstrate it, and allows Selinda a reasonable opportunity to respond before public disclosure.

19.1 Selinda personnel access

Selinda personnel may access Customer Data only where there is a legitimate business need, including support requested by a Customer, authorised maintenance, security or reliability investigations, recovery activities or compliance with law.

Such access will be limited on a least-privilege basis in scope and duration to what is reasonably necessary.

Selinda personnel must not browse Customer Data casually or out of curiosity. Production access is subject to appropriate audit controls.

19.2 Security incidents

A Security Incident means an actual compromise involving unauthorised access to, or acquisition, disclosure, alteration, loss or destruction of, Customer Data. It does not include unsuccessful attempts, such as failed sign-in attempts or automated scans, that do not compromise Customer Data.

If Selinda becomes aware of a confirmed Security Incident involving a Customer's data, Selinda will notify the affected Customer without undue delay, targeting notification within 72 hours where reasonably practicable and sooner where a shorter applicable legal deadline requires it.

Selinda will provide material information reasonably available to it, take reasonable steps to contain and remediate the incident and cooperate with the Customer in meeting applicable notification obligations.

Where Selinda itself has a legal obligation to notify a regulator or affected individual, Selinda will comply with that obligation.

20. Availability, Changes and Early-Access Functionality

Selinda aims to provide a reliable service but does not warrant uninterrupted or error-free availability.

Specific availability commitments, support targets or service credits must be contained in a Customer Agreement.

Selinda may modify, add or discontinue features.

Where a change materially and detrimentally reduces core functionality relied upon by a paying Customer, Selinda will provide reasonable prior notice. Applicable termination rights are governed by the Customer Agreement.

Where access is provided without charge, Selinda may modify or discontinue features at any time, and clause 21 applies.

Functionality marked Beta, Early Access or similar may change or be withdrawn, may contain defects and is excluded from availability commitments unless expressly agreed otherwise.

21. Fees

Fees, billing, taxes, renewal, price variation and consequences of non-payment are governed by the applicable Customer Agreement.

Demo, evaluation or other access provided without charge does not create an entitlement to continued access or future functionality.

22. Suspension and Termination

Selinda may suspend access where reasonably necessary because of material breach, security risk, legal requirement or non-payment under an applicable Customer Agreement.

Where practicable, Selinda will give notice and a reasonable opportunity to remedy a remediable breach unless immediate suspension is reasonably necessary to prevent harm to the Platform, Customer Data, other users or any person.

A Customer may terminate in accordance with its Customer Agreement.

Selinda may terminate for a material breach not remedied within a reasonable period after notice.

22.1 Demo and evaluation access

Selinda may revoke or terminate demo, trial, evaluation or other unpaid access on reasonable notice, or immediately where necessary to protect the Platform, Customer Data, Selinda's Confidential Information or intellectual property, or where these Terms are breached.

22.2 Effect of termination and data retrieval

On termination, access to the Platform ceases.

A Customer should export the Customer Data it wishes to retain, using the export functionality available in the Platform, before termination takes effect.

For paying Customers, Selinda will retain Customer Data for 90 days after termination unless the Customer Agreement specifies otherwise. During that period, on written request from the Customer, Selinda will either provide a copy of that Customer Data in a structured, machine-readable format reasonably determined by Selinda, or restore limited access for the purpose of export.

After that period, Customer Data may be deleted, subject to legal or contractual retention requirements and to any backup expiry cycles applicable to the relevant deployment.

22.3 Survival

The following continue to apply after these Terms end, or after a User's access to the Platform ends, however that occurs:

• clause 4.1 (Customer ownership of Customer Data);
• clause 5 (Aggregated and de-identified information);
• clause 6 and 6.1 (Ownership of the Platform and calculation engines);
• clause 7 (Ownership and use of Outputs);
• clause 8 (Restrictions and IP protection);
• clause 9 (Feedback);
• clause 10 (Confidentiality, including the obligations of Users under clause 10.2);
• clause 22.2 (Effect of termination and data retrieval) and this clause 22.3;
• clause 23 (Warranties and Australian Consumer Law);
• clause 24 (Limitation of liability);
• clause 25 (Intellectual property indemnity), in respect of claims arising before termination;
• clause 26 (Governing law and jurisdiction); and
• clause 28 (General).

Any other provision that by its nature is intended to survive also survives.

23. Warranties and Australian Consumer Law

Nothing in these Terms excludes, restricts or modifies any guarantee, right, warranty or remedy under the Competition and Consumer Act 2010 (Cth), including the Australian Consumer Law, or any other law where it cannot lawfully be excluded, restricted or modified.

Where permitted by law, liability for failure to comply with a consumer guarantee may be limited, at Selinda's election, to resupplying the services or paying the cost of having the services resupplied.

Subject to rights that cannot lawfully be excluded, the Platform is provided on an as-is basis.

Selinda does not warrant that the Platform will be error-free, that Outputs will always be accurate or fit for a particular purpose, or that the Platform will detect every hazard, deviation, data-quality problem or process issue.

24. Limitation of Liability

24.1 Excluded loss

Subject to rights and liabilities that cannot lawfully be excluded or limited, neither party is liable to the other for indirect, consequential, special or punitive loss, or loss of profit, revenue, production, anticipated savings, opportunity or goodwill.

24.2 General liability cap

Subject to clauses 24.3 and 24.4, Selinda's total aggregate liability arising out of or in connection with these Terms is limited to the greater of:

(a) 100% of the fees paid or payable by the relevant Customer to Selinda during the 12 months immediately preceding the event giving rise to the claim; and

(b) A$100.

24.3 Higher-risk liability cap

This clause 24.3 applies only in respect of a Customer receiving the Platform under a paid Customer Agreement. Where access is provided without charge, clause 24.2 applies instead.

For liability arising from:

• breach of confidentiality obligations;
• privacy or security breaches; or
• Selinda's intellectual property indemnity under clause 25,

Selinda's total aggregate liability is limited to the greater of:

(a) twice the fees paid or payable by the relevant Customer during the preceding 12 months; or

(b) A$100,000.

24.4 Liability that cannot be limited

The limitations in clauses 24.2 and 24.3 do not apply to:

• fraud;
• wilful misconduct; or
• liability to the extent it cannot lawfully be excluded or limited.

24.5 Mitigation and contribution

Each party must take reasonable steps to mitigate loss.

A party's liability is reduced to the extent the other party's act or omission caused or contributed to the loss.

25. Intellectual Property Indemnity

This clause applies to Customers receiving the Platform under a paid Customer Agreement. It does not apply to demonstration, trial, evaluation or other access provided without charge.

Selinda will defend and indemnify the Customer against a third-party claim that the Customer's authorised use of the Platform infringes that third party's intellectual property rights.

The indemnity does not apply to the extent a claim arises from:

• modification of the Platform by anyone other than Selinda;
• combination with products, systems or materials not supplied or approved by Selinda where the claim would not otherwise have arisen;
• use outside the scope authorised by Selinda or the Customer Agreement;
• Customer Data or materials supplied by the Customer; or
• continued use after Selinda has notified the Customer of an infringement issue and provided a reasonable non-infringing alternative.

If such a claim occurs or Selinda reasonably considers one likely, Selinda may:

1. obtain the necessary rights;
2. modify the affected functionality so it becomes non-infringing;
3. replace it with substantially equivalent non-infringing functionality; or
4. if none of those options is commercially reasonable, terminate the affected service and refund any applicable prepaid fees for the unused portion.

This indemnity is subject to the higher-risk liability cap in clause 24.3 unless the applicable Customer Agreement expressly provides otherwise.

26. Governing Law and Jurisdiction

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

Each party submits to the non-exclusive jurisdiction of the courts of South Australia and courts competent to hear appeals from them.

Where a Customer Agreement specifies another governing law, jurisdiction or dispute-resolution arrangement, that Customer Agreement prevails to the extent of any inconsistency.

27. Changes to these Terms

Selinda may update these Terms.

The current version will be published on the Selinda website.

Where a change is material, Selinda will provide reasonable notice and may require Users to accept the updated Terms before continuing to access the Platform.

Acceptance is recorded against the authenticated user, the Customer or site, the document type and version, a cryptographic hash of the exact text accepted, and the time of acceptance.

Where a paying Customer does not accept a material change, its rights are governed by its Customer Agreement.

Where access is provided without charge and the User does not accept a material change, Selinda may end that access.

28. General

Notices. Notices to Selinda may be sent electronically to legal@selinda.io. Notices to a Customer may be sent to the contact specified in its Customer Agreement or an administrator of its Platform environment.

Assignment. Neither party may assign or novate these Terms without the other's consent, not to be unreasonably withheld, except to a related body corporate or in connection with a merger, acquisition or sale of substantially all relevant assets, on notice.

Subcontracting and subprocessors. Selinda may engage subcontractors and service providers to provide the Platform and remains responsible for performance of its obligations.

Selinda maintains a versioned list of subprocessors that process Customer Data. That list is published with the Selinda Privacy Policy.

Selinda will give affected Customers at least 30 days' notice before engaging a new subprocessor to process Customer Data or replacing an existing listed subprocessor, unless a shorter period is reasonably necessary to maintain the security or availability of the Platform, in which case notice will be given as soon as reasonably practicable.

Where a Customer raises a reasonable, good-faith objection to a proposed subprocessor on data-protection grounds, Selinda will work with that Customer in good faith to address the concern.

Severability. If a provision is void, unenforceable or illegal, it will be read down where possible or severed without affecting the remaining provisions.

Waiver. Failure or delay in exercising a right does not waive that right.

Force majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control, other than an obligation to pay money, provided reasonable steps are taken to mitigate and resume performance.

Entire agreement. These Terms, together with the Selinda Privacy Policy and any applicable Customer Agreement, constitute the agreement concerning their subject matter. Nothing excludes liability for fraud or misleading or deceptive conduct.

Relationship. Nothing creates a partnership, joint venture, employment or agency relationship between the parties.

29. Contact

Bouchard Pty Ltd ABN 45 633 217 473 ACN 633 217 473 Trading as Selinda Adelaide, South Australia, Australia

See also our Privacy Policy.