Terms & Conditions

"Platform" means the Locarde web application, APIs, collectors, compiler engine, evidence store, dashboard, and any related tools or services we provide, whether hosted by Locarde or deployed within your infrastructure. "Customer" or "you" means the entity or individual that registers for or uses the Platform. "Customer Data" means any data, files, records, or content uploaded, submitted, or generated by you through the Platform, including source system data ingested by collectors, normalised evidence records, and compliance pack outputs. "Compliance Evidence" means the evidence records, audit trails, compliance packs, and documentation generated or captured by the Platform in connection with regulatory obligations. "Rule Packs" means the modular regulatory requirement modules loaded into the Platform’s compiler engine, each mapping to a specific regulation or standard (such as APRA CPS 230, APRA CPS 234, EU AI Act, DORA, CRA, NIS2, ISO 42001, or SLSA). "Compliance Packs" means the structured outputs generated by the Platform that map collected evidence against Rule Pack requirements. "Collectors" means the lightweight integration agents that connect to your engineering tools to capture evidence at the source. "Services" means the compliance evidence automation, evidence capture, normalisation, regulatory evaluation, and any other functionality provided through the Platform. "Authorised Users" means individuals authorised by the Customer to access the Platform. "Subscription Agreement" means the separate agreement specifying scope, tier, pricing, and commercial terms, including any pilot charter, statement of work, or order form.

2. Account Registration and Access — To use the Platform, you must register an account and provide accurate, current, and complete information. You are responsible for maintaining the confidentiality of your account credentials and for all activities under your account, including actions by Authorised Users. You must promptly notify us of any unauthorised access. We reserve the right to suspend or terminate accounts that violate these Terms, pose a security risk, or remain inactive. We may suspend access immediately where we reasonably believe a Security Incident is occurring or imminent, your use poses a material security risk to the Platform or others, or suspension is required by law. We will restore access promptly once the issue is resolved.

3. Use of Services — Subject to these Terms and your Subscription Agreement, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform for your internal business purposes during the term of your subscription. You agree not to: use the Platform for any unlawful purpose; reverse engineer, decompile, or disassemble the Platform (excluding the Locarde Verifier, which is licensed separately under open-source terms); interfere with Platform security or performance; access the Platform through automated means except through our published APIs and Collectors; sublicence, resell, or redistribute access without written consent; or misrepresent Compliance Packs or Platform outputs as legal opinions, regulatory certifications, or guarantees of compliance. The Platform is evidence infrastructure designed to assist with regulatory compliance workflows. You remain solely responsible for your own regulatory compliance obligations. The Platform does not constitute legal, regulatory, or professional advice. Locarde is not a law firm, a compliance consultancy, or a certifying body. You are responsible for all configurations, access permissions, and enabling of Collectors, maintaining secure credentials and endpoints, and ensuring Customer Data is accurate, lawful, and that you have rights to provide it. Unless expressly agreed in writing, you will not provide special categories of personal data, payment card data, or other highly sensitive regulated data. The Platform is not designed for use where failure could lead to death, personal injury, or property damage. You will not use the Platform in violation of applicable sanctions, export control, or trade restriction laws.

4–7. Data, IP & Confidentiality

4. Customer Data and Security — You retain all rights to Customer Data. We access it only to provide the Services and as described in our Privacy Policy. We implement commercially reasonable technical and organisational security measures appropriate to the nature of the data processed. Additional security documentation may be provided under NDA upon request. We may collect aggregated, de-identified usage metrics, system logs, and diagnostic information to maintain and improve the Platform. In the event of unauthorised access to, or material compromise of the confidentiality, integrity, or availability of, Customer Data, we will notify you without undue delay and provide information reasonably necessary for you to fulfil any notification obligations. After termination, you have 30 days to export your data, after which we may delete it in accordance with our retention practices unless legally required to retain it.

• 5. Intellectual Property — All rights, title, and interest in the Platform, including Rule Packs, algorithms, documentation, and branding, remain with Locarde. Customer Data remains yours. We grant no implied licences. Feedback you provide may be used to improve the Platform without obligation.
• 6. Rule Packs and Compliance Packs — Rule Packs reflect Locarde’s interpretation of regulatory requirements at a point in time. They are not legal advice and may not capture all obligations applicable to your organisation. Compliance Packs are evidence outputs, not certifications or guarantees of compliance. You are solely responsible for validating evidence against your regulatory obligations.
• 7. Open-Source Components — Certain components, including the Locarde Verifier, may be made available under separate open-source licences. Those licences govern your use of those components. We will identify open-source components and their applicable licences in our documentation or upon request.
• 8. Third-Party Services — The Platform may integrate with third-party services. We do not control and are not responsible for the availability, accuracy, or practices of third-party providers. Your use of third-party services is subject to their own terms. We may suspend or modify integrations if a third-party provider changes their service.
• 9. Fees and Payment — Fees are set out in your Subscription Agreement. All fees are in Australian dollars unless otherwise specified, exclusive of applicable taxes, and invoiced in advance. Late payments may incur interest at 1.5% per month. Subscriptions auto-renew unless either party provides written notice at least 30 days before the end of the current term. Fees are non-refundable except where required by law or if Locarde terminates without cause, in which case a pro-rata refund applies.

10. Termination — Either party may terminate on 30 days’ written notice. Either party may terminate immediately if the other party materially breaches these Terms and fails to cure within 30 days of written notice, or becomes insolvent or enters administration. Locarde may terminate immediately if continued provision of Services would violate applicable law. Upon termination, your access ceases, and you must destroy all copies of Locarde materials. Sections 1, 5, 11, 12, 14, 15, and 17 survive termination.

Important: The Platform is provided "as is" and "as available." Locarde disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Platform will be uninterrupted, error-free, or that it will meet your specific regulatory requirements.

11–12. Liability & Indemnity

11. Limitation of Liability — To the maximum extent permitted by law, Locarde’s aggregate liability under these Terms shall not exceed the fees paid by you in the 12 months preceding the claim. Neither party shall be liable for indirect, incidental, special, consequential, or punitive damages, including lost profits, lost data, or business interruption. Locarde shall not be liable for regulatory penalties, fines, enforcement actions, or adverse regulatory outcomes arising from your use of the Platform. For free trials, evaluations, or unpaid pilots, liability is capped at AUD $0 to the maximum extent permitted by law.

12. Indemnification — You agree to indemnify Locarde against claims arising from your use of the Platform, your Customer Data, or your violation of these Terms. Locarde will defend you against third-party claims alleging that the Platform infringes intellectual property rights, and will pay damages or settlements, provided the claim does not arise from your configurations, third-party integrations, Customer Data, or non-compliant use.

13–17. Data Protection, Confidentiality & Disputes

14. Confidentiality — Each party agrees to maintain the confidentiality of the other party’s Confidential Information and not to disclose it to any third party without prior written consent, except as required by law or to professional advisors bound by confidentiality obligations. "Confidential Information" means any information disclosed by one party to the other that is marked as confidential, or that a reasonable person would consider confidential given the nature of the information and circumstances of disclosure, including Rule Pack logic, pricing terms, product roadmap details, and Customer Data.

15. Dispute Resolution — These Terms are governed by the laws of Victoria, Australia. Disputes will be submitted to the exclusive jurisdiction of the courts of Victoria.

16. Force Majeure — Neither party shall be liable for failure to perform obligations due to events beyond reasonable control, including natural disasters, war, terrorism, pandemics, government actions, or infrastructure failures.

17. Regulatory Outcomes — The Platform is designed to assist with compliance evidence workflows. Locarde does not guarantee that use of the Platform will result in regulatory approval, certification, or the avoidance of regulatory action. You acknowledge that regulatory outcomes depend on factors beyond the Platform.

18–20. Modifications, General & Contact

18. Modifications — We may update these Terms from time to time. Material changes will be notified via email or the Platform at least 30 days before they take effect. Continued use after changes constitutes acceptance.

19. General — These Terms, together with the Subscription Agreement, Pilot Charter, and any applicable DPA, constitute the entire agreement. In the event of conflict, the order of precedence is: these Terms, then the Subscription Agreement, then the Pilot Charter, then the DPA (except that the DPA governs on data protection matters). Neither party may use the other’s name, logo, or trademarks without prior written consent, except as expressly permitted in the Subscription Agreement. If any provision is found unenforceable, the remaining provisions continue in full force. Failure to enforce a right does not constitute a waiver. Neither party may assign these Terms without written consent, except in connection with a merger or acquisition.

20. Contact — Locarde Pty Ltd, Melbourne, Victoria, Australia. Email: [email protected]. Website: locarde.com.