Platform Terms of Service

1. Definitions

In this agreement:

• “ACTI” means ACTI ANALYTICS PTY LTD (ACN 697 563 027), a proprietary company with limited liability, incorporated on 28 April 2026 in the Australian Capital Territory, Australia, the provider of the Platform.
• “School” means the educational institution that has entered into this agreement with ACTI.
• “Platform” means the ACTI Analytics software-as-a-service platform, including the device agent, backend services, and web-based dashboard.
• “Authorised Users”means the School’s administrators, teachers, and other staff authorised by the School to access the Platform.
• “Student Data” means non-identifiable activity data collected by the Agent from school-managed devices, including application names, browser tab titles, audio state, timestamps, and device identifiers.
• “Agent” means the ACTI software installed on school-managed devices that collects activity data.
• “Agreement” means these Platform Terms of Service and any schedules or attachments, including the Data Processing Agreement if executed.

2. Licence grant

Subject to the terms of this Agreement and payment of applicable fees, ACTI grants the School a non-exclusive, non-transferable, non-sublicensable licence to access and use the Platform during the term of this Agreement, solely for the School’s internal educational purposes.

This licence includes the right to install the Agent on school-managed devices and to permit Authorised Users to access the dashboard.

The School may not resell, sublicense, or make the Platform available to third parties.

3. School’s obligations

The School agrees to:

• Deploy the Agent only on school-managed devices, not on students’ personal devices.
• Obtain and maintain appropriate consents from parents or guardians before deploying the Agent, in accordance with the School’s own privacy obligations under applicable legislation (including the Privacy Act 1988 (Cth) and any relevant state or territory privacy legislation such as PPIPA (NSW) or the Information Privacy Act 2009 (Qld)).
• Inform students and parents that device activity monitoring is in place on school-managed devices.
• Manage Authorised User accounts and ensure that access credentials are not shared with unauthorised persons.
• Use the Platform and Student Data in accordance with applicable laws and the School’s own privacy policies.
• Promptly notify ACTI of any suspected unauthorised access to the Platform or Student Data.

4. ACTI’s obligations

ACTI agrees to:

• Provide the Platform in accordance with the description on actianalytics.com and any written specifications agreed with the School.
• Use commercially reasonable efforts to maintain the availability, security, and performance of the Platform.
• Implement and maintain appropriate technical and organisational security measures to protect Student Data, including encryption in transit and at rest, access controls, and audit logging.
• Notify the School within 72 hoursof becoming aware of any data breach that affects Student Data or the School’s use of the Platform.
• Provide reasonable technical support to the School during the term of the Agreement.
• Not use Student Data for any purpose other than providing the Platform to the School as set out in this Agreement.

5. Data ownership and use

The School owns all Student Data.ACTI processes Student Data solely on the School’s behalf and in accordance with the School’s instructions.

ACTI does not collect or store student names, and does not store any mapping between device identifiers and individual student identities.

ACTI will not:

• Sell, rent, or trade Student Data to any third party
• Use Student Data for advertising, marketing, or behavioural targeting
• Share Student Data with any party other than the School and the sub-processors listed in section 6
• Use Student Data for any purpose other than providing the contracted service to the School

ACTI may use aggregated, non-identifiable data (from which no individual student or school can be identified) for the purpose of improving the Platform and contributing to academic research in education technology. This data cannot be re-identified.

6. Sub-processors

The School consents to ACTI’s use of the following sub-processors to provide the Platform:

ACTI will notify the School at least 30 days before adding a new sub-processor that handles Student Data. If the School objects to the new sub-processor, the School may terminate this Agreement by providing written notice within that 30-day period.

7. Fees and payment

The School will pay ACTI the fees set out in the applicable order form or pricing schedule. Fees are invoiced [TBD — monthly / annually / per-term] and are due within 30 days of the invoice date.

All fees are quoted in Australian dollars and are exclusive of GST unless stated otherwise.

ACTI reserves the right to adjust fees upon 60 days’ written notice before the start of a renewal term.

8. Term and termination

This Agreement commences on the date the School first accesses the Platform and continues for the initial term specified in the order form. It will automatically renew for successive terms of the same length unless either party gives at least 30 days’ written notice before the end of the current term.

Either party may terminate this Agreement immediately if:

• The other party materially breaches the Agreement and fails to remedy the breach within 30 days of written notice
• The other party becomes insolvent or enters administration

The School may terminate this Agreement at any time for convenience by providing 30 days’ written notice to ACTI.

9. Data deletion on termination

Upon termination of this Agreement, ACTI will:

• Provide the School with an opportunity to export its Student Data within 14 days of the termination date
• Securely delete all Student Data and activity records within 30 days of the termination date
• Provide written confirmation of deletion upon the School’s request

Provisions relating to data ownership, confidentiality, limitation of liability, and governing law survive termination.

10. Liability and indemnification

Limitation of liability

To the maximum extent permitted by law, ACTI’s total aggregate liability under this Agreement is limited to the fees paid by the School in the 12 months preceding the event giving rise to the claim.

Neither party will be liable for indirect, incidental, special, or consequential damages, including loss of data, revenue, or profits, except in cases of wilful misconduct or gross negligence.

Nothing in this Agreement excludes or limits liability that cannot be excluded or limited under Australian law.

Indemnification

Each party will indemnify and hold harmless the other party from any claims, damages, or expenses arising from the indemnifying party’s breach of this Agreement or negligence, except to the extent caused by the other party.

11. Confidentiality

Each party agrees to keep confidential any information received from the other party that is marked as confidential or that a reasonable person would consider confidential given the nature of the information and the circumstances of disclosure.

Confidential information does not include information that is publicly available, independently developed, or received from a third party without obligation of confidentiality.

This obligation continues for 3 years after the termination of this Agreement.

12. Governing law

This Agreement is governed by the laws of the Australian Capital Territory, Australia. The parties submit to the exclusive jurisdiction of the courts of the Australian Capital Territory for any disputes arising from this Agreement.