Khamango Tools Platform Terms and Conditions

These terms apply to the Khamango Opportunity Checker, Khamango Credit Match, Khamango Credit Transfer and Khamango BSA Manager tools only.

Important: these Khamango Tools Platform Terms and Conditions are separate from, and do not replace, amend or override, the official Khamango marketplace terms at https://khamango.com.au/terms-of-service. The official marketplace terms continue to govern the official Khamango biodiversity credit marketplace unless Khamango expressly adopts different terms for that marketplace after legal review.

Last updated: 19 May 2026

1. Acceptance and Eligibility

(a) This Agreement is between Khamango Pty Ltd (ABN 22 684 894 620) of 141 Corrimal Street, Wollongong, NSW 2500, Australia (Khamango) and the individual or entity (You or Your) that accesses or uses the Platform, creates an Account, clicks an "I agree" button or similar checkbox, or otherwise agrees to these terms.

(b) This Agreement sets out the terms and conditions under which Khamango allows You to access and use the Platform.

(c) If You are an individual entering into this Agreement on behalf of Your employer or another legal entity, You represent and warrant that:

(i) You have full legal authority to bind Your employer or that legal entity to this Agreement;

(ii) You have read and understood this Agreement; and

(iii) You agree to this Agreement on behalf of the employer or legal entity that You represent.

If this clause applies, references to "You" and "Your" refer to the employer or legal entity that You act on behalf of. If You do not have authority to bind that employer or legal entity, You must not accept this Agreement on its behalf.

(d) You represent and warrant that You are over the age of 18. If You are not over the age of 18, You must not enter into this Agreement or access or use the Platform.

(e) The Product Terms in clause 4 apply to the specific Tool or Tools You access or use. If there is any inconsistency between the general terms in this Agreement and the Product Terms for a specific Tool, the Product Terms apply to the extent of the inconsistency.

(f) This Agreement is separate from Khamango's official marketplace terms and conditions.

(g) This Agreement does not apply to Khamango's official biodiversity credit marketplace, does not replace or amend the official marketplace terms, and does not govern any official marketplace listing, offer, acceptance, escrow, settlement, transfer or buyer/seller transaction unless Khamango expressly presents this Agreement to You for that marketplace after legal review.

(h) Capitalised terms used in this Agreement are defined in clause 24 or otherwise in the body of this Agreement.

2. Term

This Agreement commences on the Commencement Date and continues unless terminated in accordance with this Agreement (Term).

3. Platform

3.1 Tools platform

(a) Khamango provides software tools and related services for biodiversity credit, biodiversity stewardship, credit transfer, landholder screening, market intelligence, workflow and reporting purposes.

(b) The Platform may include the following Tools:

(i) Khamango Opportunity Checker;

(ii) Khamango Credit Match;

(iii) Khamango Credit Transfer;

(iv) Khamango BSA Manager; and

(v) any other tool, module, report, workflow or service that Khamango makes available under this Agreement.

(c) The Platform may be provided through public web pages, private user accounts, secure links, internal dashboards, report exports, document generation workflows, integrations, APIs or other digital functionality.

(d) Some Tools may be available without an Account. If You access or use a Tool without an Account, You are still bound by this Agreement.

3.2 Licence

Subject to Your compliance with this Agreement, Khamango grants You a non-exclusive, non-transferable, non-sublicensable and limited right to access and use the Platform within Australia during the Term for Your lawful internal business, landholder, biodiversity credit, biodiversity stewardship or transaction administration purposes.

3.3 Nature of outputs

(a) Outputs from the Platform may include reports, summaries, search results, matching results, public-data screens, commercial indicators, readiness scores, assessor briefs, document drafts, forms, evidence packs, task lists, reminders, status updates, analytics and other generated materials (Outputs).

(b) Unless expressly stated otherwise in writing by Khamango, Outputs are informational and administrative only. Outputs are not legal, financial, tax, valuation, ecological, planning, environmental, accounting, investment, accredited assessor, Biodiversity Assessment Method, Biodiversity Stewardship Site Assessment Report, Total Fund Deposit, Departmental approval, brokerage, escrow or professional advice.

(c) You must use Your own judgement and obtain appropriate professional advice before relying on an Output for any legal, financial, ecological, planning, regulatory, transaction, credit sale, credit purchase, BSA, land management, tax, valuation or investment decision.

3.4 Public and third-party data

(a) The Platform may use data supplied by You, Khamango, public registers, government map services, government data portals, third-party data providers, Third Party Applications and other external sources.

(b) Khamango does not control public registers, government services, third-party data sources or Third Party Applications. Those sources may be incomplete, delayed, unavailable, inaccurate, superseded, rate limited, subject to access restrictions or changed without notice.

(c) Khamango does not warrant that public-data or third-party-data Outputs are complete, current, accurate, fit for Your purpose or sufficient for any formal application, transaction, valuation, assessment or compliance step.

(d) You are responsible for independently verifying any Output before relying on it.

3.5 Updates and changes

At any time during the Term, Khamango may update, upgrade, change, suspend, remove or modify the functions, features, data sources, workflows, reports or user interface of the Platform (Update). The terms of this Agreement continue to apply to any Update.

3.6 Third Party Applications

(a) The Platform may enable You to link to, integrate with, transfer Customer Data to, or otherwise access Third Party Applications.

(b) Your access to, or use of, any Third Party Applications is subject to a separate agreement between You and the provider of those Third Party Applications.

(c) Khamango does not provide or control Third Party Applications and is not responsible or liable for any aspect of Third Party Applications that You procure, access, use or connect to through the Platform.

(d) Khamango may change or remove access to any Third Party Applications. Any change or removal does not affect Your obligations under this Agreement.

4. Product Terms

4.1 Khamango Opportunity Checker

(a) The Khamango Opportunity Checker is a landholder-facing desktop screening and reporting tool for early-stage biodiversity stewardship opportunity assessment.

(b) The Opportunity Checker may allow You to enter or upload property, land, parcel, Lot/DP, address, boundary, land use, contact and related information.

(i) public-data desktop screens;

(ii) landholder decision summaries;

(iii) biodiversity, vegetation, planning, constraint, species, market and management-cost indicators;

(iv) a theoretical BSA-style outcome;

(v) TFD readiness indicators;

(vi) opportunity-cost context;

(vii) monitoring prompts;

(viii) assessor briefs; and

(ix) report exports.

(d) Opportunity Checker Outputs are preliminary screening tools only. They do not determine whether land is eligible for a Biodiversity Stewardship Agreement, whether a Biodiversity Stewardship Agreement should be entered into, whether biodiversity credits will be generated, the number or class of any biodiversity credits, the value of any biodiversity credits, the Total Fund Deposit, land value, management obligations, tax consequences or likely government approval.

(e) The Opportunity Checker is not a substitute for a site visit, field survey, accredited assessor assessment, Biodiversity Assessment Method calculation, Biodiversity Stewardship Site Assessment Report, legal advice, financial advice, tax advice, valuation advice, planning advice or direct engagement with the Department.

(f) If You want to progress a Biodiversity Stewardship Agreement, You must engage an accredited assessor and obtain any other professional advice appropriate to Your circumstances.

(g) You must not represent an Opportunity Checker Output as a formal Biodiversity Assessment Method result, Biodiversity Stewardship Site Assessment Report, Biodiversity Stewardship Agreement application, Departmental approval, guaranteed credit estimate, valuation, sale price, Total Fund Deposit calculation or legal determination.

(h) If You provide property information for land that You do not own or control, You represent and warrant that You have authority from the relevant owner or controller to provide that information and to receive Outputs about that land.

(i) Some biodiversity data, including sensitive species information, may be withheld, generalised, incomplete or subject to access restrictions. You must not use the Platform to attempt to identify, reverse-engineer or disclose restricted or sensitive species locations except where You are lawfully entitled to do so.

4.2 Khamango Credit Match

(a) Khamango Credit Match is a market intelligence, credit matching, site intelligence, reporting and opportunity identification tool for biodiversity credit demand, supply, listings, public registers, market signals and related commercial context.

(b) Credit Match may generate Outputs such as:

(i) credit demand and supply search results;

(ii) buyer, seller, listing or market-context reports;

(iii) potential match, shortfall, opportunity or site-intelligence summaries;

(iv) pricing, transaction, charge quote or public register indicators;

(v) internal or external lead lists; and

(vi) report exports.

(c) Credit Match is not the official Khamango marketplace and does not itself create, list, offer, accept, execute, transfer, escrow, settle or complete any biodiversity credit transaction unless Khamango expressly states otherwise in separate written terms.

(d) Credit Match Outputs do not guarantee that any credit is available, saleable, transferable, in demand, eligible, correctly classified, fairly priced, capable of satisfying an obligation, or capable of being bought or sold.

(e) Credit Match Outputs do not guarantee that any buyer, seller, landholder, proponent, government body or other person will transact, respond, proceed or be legally entitled to transact.

(f) You must independently verify credit classes, credit ownership, demand, supply, price, transfer restrictions, regulatory requirements, Departmental requirements and counterparty authority before taking any commercial step.

(g) You must not scrape, bulk export, resell, redistribute or commercially exploit Credit Match data or Outputs except as expressly permitted by Khamango in writing.

(h) Credit Match may be supplied through paid report packs, subscriptions, usage entitlements, usage limits, paid exports, paid seats, paid workspaces, add-ons or other paid access models displayed by Khamango from time to time.

(i) Paid Credit Match access does not guarantee that a report, match, search result, market signal, saved workspace, export or lead will identify a commercially viable transaction, buyer, seller, available credit, acceptable price, eligible offset solution or completed biodiversity credit outcome.

(j) Khamango may withhold, suspend, expire, reduce or remove Credit Match access, report credits, usage entitlements, exports, saved reports or workspace access if the relevant payment fails, is reversed, is refunded, is charged back, is suspected to be fraudulent, or is otherwise not received by Khamango.

4.3 Khamango Credit Transfer

(a) Khamango Credit Transfer is a workflow, document preparation, secure-link, status tracking and transaction administration tool for biodiversity credit transfer processes.

(b) Credit Transfer may support workflows such as:

(i) collecting buyer, seller, credit, transfer, contact, authority and transaction details;

(ii) generating document drafts, transfer forms, instructions, evidence packs or execution bundles;

(iii) managing secure buyer, seller or invited-user links;

(iv) connecting to e-signature, document storage, email, PDF conversion or other Third Party Applications;

(v) recording status updates, confirmations, audit entries and review steps; and

(vi) preparing administrative material for review before lodgement or completion.

(c) Credit Transfer is not legal advice, conveyancing advice, tax advice, financial advice, valuation advice, escrow, settlement, brokerage, credit registry, Departmental lodgement, Departmental approval or a guarantee that a transfer will be accepted, completed or registered.

(d) For the current version of Credit Transfer, Khamango does not submit or lodge signed transfer documentation with the Department on Your behalf. You and the relevant buyer, seller or authorised representatives are responsible for checking the signed documentation and submitting or lodging it with the Department as part of the relevant application or transfer process.

(e) Any Credit Transfer wording that refers to a document being prepared for review, lodgement or Department use means administrative preparation only. It does not mean that Khamango has reviewed the document for legal sufficiency, approved the document, lodged it with the Department, or accepted responsibility for the Department's processing or decision.

(f) Unless Khamango has expressly agreed otherwise in a separate written agreement, You and the relevant buyer, seller or authorised representatives are responsible for:

(i) verifying legal ownership and authority to transfer biodiversity credits;

(ii) verifying the buyer's authority and ability to acquire biodiversity credits;

(iii) checking all credit class, quantity, price, GST, tax, identity, authority, consent, execution, lodgement and Departmental requirements;

(iv) reviewing all generated documents before signing, sending, lodging or relying on them;

(v) lodging any required forms or documents with the Department;

(vi) monitoring the Department's processing of the transfer; and

(vii) maintaining Your own transaction records.

(g) Secure links, role links, invitation links, signing links and document links must be kept confidential. You are responsible for any use of a secure link by a person to whom You disclose it, except to the extent caused by Khamango's negligence, wilful misconduct or breach of this Agreement.

(h) Khamango may expire, revoke, reissue, suspend or audit secure links if Khamango reasonably considers it necessary for security, privacy, fraud prevention, compliance, workflow integrity or operational reasons.

(i) You must not upload, generate, sign, send or lodge documents that You know or ought reasonably to know are false, misleading, unauthorised, incomplete or unlawful.

4.4 Khamango BSA Manager

(a) Khamango BSA Manager is a workflow, document, evidence, reporting, reminder and project administration tool for Biodiversity Stewardship Agreement feasibility, application, management, monitoring and compliance workflows.

(b) BSA Manager may support workflows such as:

(i) managing site, landholder, assessor, consultant, contractor, management-action and document information;

(ii) storing or organising reports, plans, evidence, tasks, notes, photos, communications, calendar items and compliance records;

(iii) generating reminders, checklists, status summaries, management-action summaries, draft reports or internal dashboards;

(iv) tracking milestones, issues, review dates, monitoring steps, audit preparation steps or evidence gaps; and

(v) exporting or sharing project information with authorised users or advisers.

(c) BSA Manager does not make Khamango the land manager, accredited assessor, ecological consultant, legal adviser, financial adviser, tax adviser, valuation adviser, responsible landholder, project proponent, Departmental agent or compliance decision maker unless Khamango expressly agrees otherwise in a separate written agreement.

(d) BSA Manager does not guarantee that You will comply with a Biodiversity Stewardship Agreement, management plan, Biodiversity Conservation Trust requirement, Departmental requirement, audit requirement, reporting requirement, payment requirement, monitoring requirement or other legal obligation.

(e) You remain responsible for reading, understanding and complying with Your Biodiversity Stewardship Agreement, management plan, reporting obligations, audit obligations, title obligations, regulatory requirements, professional advice and any directions or requirements issued by the Department, Biodiversity Conservation Trust or other relevant body.

(f) Reminders, checklists and workflows in BSA Manager are administrative aids only. You must maintain Your own calendar, records, evidence, compliance systems and professional advice.

(g) You must not use BSA Manager to conceal non-compliance, create false evidence, mislead Khamango, mislead another user, mislead a professional adviser, mislead the Department, mislead the Biodiversity Conservation Trust or mislead any other person.

5. Your Obligations

5.1 General responsibilities

(a) You must:

(i) co-operate with Khamango in relation to the provision of the Platform;

(ii) provide Khamango in a timely manner with all information reasonably requested by Khamango to provide the Platform;

(iii) take all reasonable steps to ensure that information You provide is accurate, current and complete; and

(iv) promptly correct information that You know or ought reasonably to know is inaccurate, out of date, incomplete or misleading.

(b) Khamango will not be responsible for any delay, deficiency, error or incomplete Output to the extent it results from Your failure to comply with clause 5.1(a).

5.2 Applicable laws

(a) You must comply with all applicable Laws, including the Biodiversity Act, Privacy Laws, consumer laws, spam laws, intellectual property laws, confidentiality obligations, document execution requirements, landholder authority requirements and any laws specific to You or Your industry.

(b) Khamango is not responsible for Your compliance with Laws specific to You, Your land, Your business, Your transaction, Your industry, Your professional role, Your credit obligations, Your land management obligations or Your Biodiversity Stewardship Agreement.

5.3 Authority and consents

(a) You represent and warrant that You have all rights, authority and consents required to provide Customer Data to Khamango and to permit Khamango to use Customer Data as contemplated by this Agreement.

(b) If Customer Data includes Personal Information about another individual, You must make all necessary notifications and obtain all necessary consents required by applicable Privacy Laws before disclosing that Personal Information to Khamango.

(c) If Customer Data relates to land, credits, documents, transaction parties or confidential business information that You do not own or control, You must have authority from the relevant owner or controller to provide that Customer Data to Khamango.

5.4 Restrictions

You must not, and must not cause or permit Invited Users or any other person to:

(a) modify, make derivative works of, disassemble, decompile, reverse engineer, reproduce, republish, download or copy any part of the Platform except as expressly permitted by this Agreement;

(b) access or use the Platform to build or support, directly or indirectly, products or services competitive to the Platform;

(c) license, sublicense, sell, transfer, assign, distribute, outsource or commercially exploit the Platform, or make it available to any third party, except as expressly permitted by this Agreement;

(d) permit timesharing or service bureau use of the Platform;

(e) use the Platform to store or transmit malicious code, viruses, worms, time bombs, trojan horses or any code, file or script designed to damage or interfere with the Platform or any data;

(f) misuse secure links, invitation links, credentials, reports, exports, sensitive species data, personal information, confidential information or transaction documents;

(g) use an Output in a way that is false, misleading or deceptive; or

(h) use the Platform to submit, generate, publish, sign or lodge any false, misleading, unauthorised, incomplete or unlawful information.

5.5 Acceptable use policy

(a) You must comply, and must procure that all Invited Users comply, with the Acceptable Use Policy.

(b) Khamango may investigate any suspected violation of the Acceptable Use Policy. You must co-operate with any such investigation, including by providing information reasonably requested by Khamango.

(c) In addition to any other rights Khamango has under this Agreement or at law, Khamango may take remedial action if the Acceptable Use Policy is violated, including removing, disabling access to, or modifying material that violates the Acceptable Use Policy.

(d) Khamango may report any activity that it suspects violates any Law to appropriate law enforcement bodies, regulators, government agencies or affected parties.

(e) If You wish to complain about information or materials uploaded by another user of the Platform, You may contact Khamango in accordance with clause 23.6.

5.6 Accounts and invited users

(a) Khamango may require You to register for an Account to access and use some or all of the Platform.

(b) To register an Account, You must provide, at a minimum, Your full legal name, email address, organisation name if applicable, and any other information reasonably required by Khamango.

(c) If approved by Khamango, You may invite Invited Users to access and use the Platform. You must procure that all Invited Users comply with this Agreement. Any breach of this Agreement by an Invited User is deemed to be a breach by You.

(d) You are responsible for:

(i) maintaining the confidentiality of Your Account, Invited User Accounts, Credentials and secure links; and

(ii) all activities that occur using Your Account, Invited User Accounts, Credentials or secure links, whether or not authorised by You, except to the extent caused by Khamango's negligence, wilful misconduct or breach of this Agreement.

(e) You must immediately notify Khamango of any unauthorised access to, or use of, the Platform, Credentials, secure links or Customer Data.

6. Fees

6.1 Billing and payment

(a) Khamango may charge fees for access to, or use of, the Platform, Tools, reports, exports, subscriptions, usage volumes, support, onboarding, implementation, professional services or other services (Fees).

(b) Khamango will display, quote or otherwise notify You of applicable Fees before You incur them.

(d) Khamango may use Stripe or another third-party payment processor to process payments, issue payment links, host checkout pages, manage subscriptions, store payment methods, issue invoices or receipts, collect taxes, process refunds, handle chargebacks, and provide billing portals or billing communications.

(e) Your use of Stripe or another third-party payment processor is subject to that provider's own terms, privacy notices and payment rules. Khamango is not responsible for any act or omission of Stripe or another third-party payment processor, except to the extent required by Law.

(f) You must provide accurate billing, account, tax, card, payment method and contact information and keep that information current.

(g) Khamango does not store full card numbers through the Platform where Stripe-hosted or Stripe-managed payment flows are used. Stripe or the relevant third-party payment processor may collect, process and store Your payment details.

(h) Khamango may activate or fulfil paid access, report credits, report packs, usage entitlements, exports, subscriptions, seats or workspaces only after Khamango receives confirmation of successful payment from Stripe or the relevant third-party payment processor.

(i) If a payment is pending, delayed, disputed, reversed, refunded, charged back, suspected to be fraudulent or not successfully confirmed, Khamango may delay, withhold, suspend, reverse or remove the relevant paid access, report credits, report packs, usage entitlements, exports, subscriptions, seats or workspaces.

(j) If a Tool is described as free, trial, beta, pilot, limited-time or no-fee, Khamango may later introduce or change Fees in accordance with this Agreement.

6.2 Subscriptions, report packs and usage entitlements

(a) Khamango may offer one-off purchases, report packs, subscriptions, recurring billing, seat-based pricing, usage-based pricing, add-ons or other paid access models.

(b) If You purchase a subscription, the subscription renews for the period and at the price displayed at checkout or otherwise notified by Khamango, unless it is cancelled before renewal in accordance with the cancellation process made available by Khamango or Stripe.

(c) If Stripe makes a customer portal available for Your purchase, You may be able to use that portal to update billing details, update payment methods, view invoices, download invoices, manage subscriptions or cancel subscriptions, subject to the configuration made available by Khamango.

(d) Report credits, report packs, usage entitlements, exports, seats, workspaces and add-ons may be subject to expiry, fair use limits, monthly limits, account limits, organisation limits, product limits and other restrictions displayed by Khamango.

(e) Unless Khamango states otherwise in writing, unused report credits, report packs, usage entitlements, exports, seats, workspaces or add-ons do not convert to cash, cannot be transferred to another person or organisation, and do not roll over after expiry or termination.

(f) Khamango may correct billing, entitlement or usage errors, including by adding, reducing, removing, reissuing or expiring report credits, usage entitlements, exports, seats, workspaces or add-ons.

6.3 Refunds, cancellations and chargebacks

(a) Refunds and cancellations are handled in accordance with the refund, cancellation or subscription terms displayed by Khamango or Stripe at the time of purchase, subject to any rights You have under the Australian Consumer Law or another Law that cannot be excluded.

(b) Unless required by Law or expressly stated otherwise by Khamango in writing, Fees for reports, report packs, exports, completed searches, used credits, used entitlements, consumed usage, implementation work, onboarding work and professional services are non-refundable once supplied, generated, consumed or substantially performed.

(c) If You believe a payment has been made in error, You should contact Khamango promptly before initiating a chargeback or payment dispute where reasonably practicable.

(d) Khamango may suspend access to paid features while a payment dispute, chargeback, suspected fraud, refund request or billing investigation is ongoing.

6.4 Changes to fees

(a) Subject to clause 6.4(b), Khamango may change the applicable Fees by providing at least 30 days' notice to You.

(b) Fee changes will not apply retrospectively to Fees already incurred.

6.5 GST

Unless otherwise stated, all Fees are exclusive of GST. A Party must pay GST on a Taxable Supply made to it under this Agreement, in addition to any consideration excluding GST that is payable for that Taxable Supply. It must do so at the same time and in the same way as it is required to pay the consideration. A Party making a Taxable Supply to another Party under this Agreement must issue a Tax Invoice to the other Party. For the purposes of this Agreement, GST, Taxable Supply and Tax Invoice have the meaning given in A New Tax System (Goods and Services Tax) Act 1999 (Cth).

7. Warranties

7.1 Mutual warranties

Each Party represents and warrants to the other that:

(a) it has full authority to enter into this Agreement; and

(b) it has, and will maintain throughout the Term, all necessary powers, authority and consents to perform its obligations under this Agreement.

7.2 Exclusion of warranty

Subject to clause 7.3, to the maximum extent permitted by law, Khamango does not make any warranties for the Platform. Without limiting the foregoing, Khamango:

(a) disclaims all implied warranties, including any implied warranty of merchantability, satisfactory quality or fitness for a particular purpose;

(b) provides the Platform on an "as is" and "as available" basis; and

(i) the Platform will be error-free, uninterrupted or continuously available;

(ii) the Platform will be compatible with any hardware, software, browser, device, file or third-party system;

(iii) Khamango will correct all errors in the Platform;

(iv) the Platform will meet Your requirements or expectations;

(v) any Output will be complete, current, accurate or sufficient for Your purpose; or

(vi) any public-data source, government service, third-party service, integration or Third Party Application will be available, accurate or unchanged.

7.3 Australian Consumer Law

(a) Nothing in this Agreement is intended to exclude, restrict or modify the application of all or any of the provisions of Part 5-4 of the Australian Consumer Law, the exercise of a right conferred by such a provision, or any liability of Khamango in relation to a failure to comply with a guarantee that applies under Division 1 of Part 3-2 of the Australian Consumer Law to a supply of goods or services.

(b) If Khamango is liable to You in relation to a failure to comply with a guarantee that applies under Division 1 of Part 3-2 of the Australian Consumer Law that cannot be excluded, Khamango's total liability to You for that failure is limited to, at Khamango's option:

(i) in the case of services, the resupply of the services or the payment of the cost of resupply; and

(ii) in the case of goods, the replacement of the goods or supply of equivalent goods, repair of the goods, payment of the cost of replacing the goods or acquiring equivalent goods, or payment of the cost of having the goods repaired.

8. Confidential Information

(a) Subject to clause 8(b), a Party receiving Confidential Information (Recipient) from the other Party (Discloser):

(i) must keep the Confidential Information secret and not disclose it except to employees, officers, agents, contractors or professional advisers who require access for the purposes of this Agreement and are informed of confidentiality obligations;

(ii) must only use the Confidential Information for the purposes of this Agreement; and

(iii) is responsible for any misuse by its employees, officers, agents, contractors or professional advisers of the Discloser's Confidential Information.

(b) A Recipient may disclose Confidential Information of the Discloser:

(i) if required by Law, provided that where lawful and reasonably practicable the Recipient first notifies the Discloser; or

(ii) to the extent authorised by this Agreement or necessary for the Recipient to exercise or perform its rights or obligations under this Agreement.

9. Privacy

(a) Khamango handles Personal Information that You disclose to it in accordance with its Privacy Policy.

(b) The Privacy Policy is subject to change at Khamango's discretion and any change will become effective on the date it is posted on Khamango's website.

(i) make all necessary notifications required by applicable Privacy Laws; and

(ii) obtain all necessary consents required by applicable Privacy Laws,

from the individuals whose Personal Information You disclose to Khamango in the course of this Agreement.

(d) You acknowledge that the Platform may process Personal Information relating to landholders, buyers, sellers, authorised representatives, advisers, consultants, contractors, invited users, counterparties and other individuals.

(e) You must not upload sensitive information, identity documents, title documents, transaction documents, contact details, signatures or other Personal Information unless You are authorised to do so and the upload is reasonably necessary for Your use of the Platform.

10. Customer Data

10.1 Your grant of rights

(a) You grant Khamango and its third-party service providers a non-exclusive right to use, modify, develop, process, store, host, reproduce, publish, disclose and transmit Customer Data as necessary for Khamango to provide the Platform, generate Outputs, operate and secure the Platform, support You, comply with Law and exercise its rights under this Agreement.

(b) You acknowledge that the Platform relies on systems, networks, infrastructure and facilities supplied by third parties. Khamango may supply Customer Data to third-party service providers to the extent reasonably necessary for Khamango to provide the Platform and exercise its rights under this Agreement.

10.2 Third Party Applications and Customer Data

You acknowledge that when You enable or use Third Party Applications with the Platform, Khamango may allow providers of those Third Party Applications to access Customer Data as required for interoperation. Khamango is not responsible or liable for any use, disclosure, modification or deletion of Customer Data resulting from access by providers of Third Party Applications.

10.3 Backups

You are responsible for preparing and maintaining backups of Customer Data that You require for Your own records, compliance obligations or operational continuity. Khamango is not obliged to backup or recover Customer Data except to the extent expressly stated in writing.

10.4 Customer Data export requests

(a) You may request an export of Customer Data by contacting Khamango using the notice details in clause 23.6.

(b) The currently supported export approach is:

(i) Opportunity Checker: generated report exports and enquiry/report records in PDF, HTML, CSV or JSON where reasonably available;

(ii) Credit Match: saved report exports, report history and usage records in PDF, CSV or JSON where reasonably available;

(iii) Credit Transfer: transaction records, uploaded document records and signed-bundle records in PDF, document download, CSV or JSON where reasonably available; and

(iv) BSA Manager: site records, action registers, document indexes, evidence indexes and report records in PDF, CSV or JSON where reasonably available.

(c) Khamango may require identity, authority and security checks before providing an export, and may withhold or redact information that relates to another person, is legally privileged, is confidential to Khamango or another person, would create a security risk, or is otherwise not required to be disclosed by Law.

(d) Khamango will use reasonable efforts to provide supported exports within 30 days after a valid request, unless the request is complex, the relevant Tool does not support the requested format, the request would be unreasonable, or Khamango is legally permitted or required to refuse or delay the request.

10.5 Customer Data warranties

You represent and warrant that:

(a) Customer Data does not, and will not, infringe the Intellectual Property Rights of any third party;

(b) You have secured all rights and consents in Customer Data necessary to grant the rights in this Agreement;

(d) Customer Data is not false, misleading, deceptive, defamatory, unlawful or provided without required authority.

11. Intellectual Property

(a) Khamango and its licensors retain all ownership of, and all Intellectual Property Rights in, the Platform, Analyses, software, workflows, data models, report templates, scoring methods, matching logic, user interfaces, documentation and Khamango materials.

(b) As between You and Khamango, You and Your licensors retain all ownership of, and all Intellectual Property Rights in, Customer Data.

(c) Subject to Your compliance with this Agreement, Khamango grants You a limited licence to use Outputs generated for You for Your lawful internal business, landholder, professional advice, transaction administration, biodiversity stewardship or compliance purposes.

(d) You must not remove or obscure disclaimers, caveats, source notices, confidence labels, copyright notices, confidentiality notices or other notices from Outputs.

12. Analyses and Monitoring

(a) Notwithstanding anything to the contrary in this Agreement, Khamango may:

(i) compile and use anonymised statistical information related to the performance, operation and use of the Platform by You and Invited Users; and

(ii) collect, store and use Customer Data in aggregated and anonymised form for security, operations management, statistical analyses, product improvement, research and development.

(b) Khamango retains all ownership of, and all Intellectual Property Rights in, Analyses.

(i) operate the Platform;

(ii) resolve support requests;

(iii) detect and address threats to functionality, security, integrity and availability; and

(iv) detect and address illegal acts or violations of the Acceptable Use Policy.

13. Feedback

You grant Khamango a royalty-free, worldwide, perpetual, irrevocable and transferable right to use, modify, distribute and incorporate into the Platform, without attribution, any suggestions, enhancement requests, recommendations, proposals, corrections or other feedback provided by You or any Invited User.

14. Indemnification

14.1 Your obligations

Except to the extent caused or contributed to by Khamango's negligent act or omission, wilful misconduct or breach of this Agreement, You indemnify and hold harmless Khamango and its Related Bodies Corporate from and against all Loss incurred or sustained by them, or for which they may become liable, caused by, in connection with, or as a result of:

(a) Your breach of clause 5.2 (applicable laws);

(b) Your breach of clause 5.3 (authority and consents);

(d) Your breach of clause 10.5 (Customer Data warranties);

(e) any dispute between You and another user, buyer, seller, landholder, counterparty, adviser, assessor, consultant, contractor or third party;

(f) Your use of an Output contrary to this Agreement;

(g) any document, form, instruction, representation, confirmation, upload, lodgement or transaction step that You submit, approve, sign, send or lodge using or based on the Platform; or

(h) Your infringement of the Intellectual Property Rights of Khamango, its licensors or any third party.

14.2 Khamango obligations

(a) If a third party makes a Claim against You that Your permitted use of the Platform infringes the Intellectual Property Rights of that third party (Third Party Claim), Khamango must defend You against the Third Party Claim and indemnify You against Loss that You suffer arising as a result of the Third Party Claim.

(b) If You receive a Third Party Claim for which You seek indemnification under clause 14.2(a), You must:

(i) notify Khamango as soon as reasonably practicable;

(ii) allow Khamango to defend or settle the Third Party Claim at its own cost;

(iii) provide reasonable assistance requested by Khamango; and

(iv) not settle or compromise the Third Party Claim without Khamango's prior written consent.

(i) Your breach of this Agreement;

(ii) Your modification to the Platform that is not expressly approved by Khamango;

(iii) Your use of the Platform with any product, service, data or system not provided by Khamango; or

(iv) Customer Data.

15. Liability

(a) Subject to clause 7.3 and to the maximum extent permitted by law, neither Party nor its Related Bodies Corporate will be liable to the other Party for any special, indirect or consequential loss arising under or in connection with this Agreement, including loss of profits, loss of sales or business, loss of production, loss of agreements or contracts, loss of business opportunity, loss of anticipated savings, loss of goodwill, loss of reputation, loss of data, or loss of use or corruption of software, data or information.

(b) Subject to clauses 7.3 and 15(a), and except for:

(i) each Party's indemnification obligations under clause 14;

(ii) Your breach of clause 5.3, 5.4, 5.5, 9 or 10.4;

(iii) Your obligation to pay Fees;

(iv) fraud, wilful misconduct or intentional wrongdoing; and

(v) liability that cannot be limited by Law,

the entire aggregate liability of a Party and its Related Bodies Corporate to the other Party in respect of any Loss arising under or in connection with this Agreement, whether in contract, tort or otherwise, is limited to the greater of:

(vi) the total Fees actually paid by You to Khamango under this Agreement during the 12 month period immediately preceding the date of the first event giving rise to liability; and

(vii) AUD 100.

16. Suspension

(a) Khamango may suspend Your access and any Invited User's access to, or use of, the Platform if Khamango reasonably believes that:

(i) there is a significant threat to the functionality, security, integrity or availability of the Platform or any content, data or applications within the Platform;

(ii) there is a breach of the Acceptable Use Policy;

(iii) there is unauthorised access, suspected fraud, suspected misuse of secure links, suspected misuse of Personal Information or suspected misuse of Customer Data;

(iv) You have not paid Fees when due; or

(v) suspension is reasonably necessary to comply with Law, a regulator, a government agency, a court order, a third-party service provider requirement or a security incident response.

(b) When reasonably practicable and lawfully permitted, Khamango will provide You with notice of a Suspension.

(c) Khamango will use reasonable efforts to re-establish access to, and use of, the Platform after Khamango determines that the issue causing the Suspension has been resolved.

17. Termination

17.1 Termination for cause or convenience

(a) Either Party may immediately terminate this Agreement by written notice to the other Party:

(i) if the other Party commits a material breach of this Agreement that is not rectifiable;

(ii) if the other Party commits a material breach that is rectifiable but is not rectified within 20 days after receiving notice requiring rectification;

(iii) in accordance with clause 18(c); or

(iv) if an insolvency event occurs to the other Party.

(b) Either Party may terminate this Agreement without cause by providing at least 30 days' written notice to the other Party.

(i) any payment due from You is not paid;

(ii) You breach clause 5.2, 5.3, 5.4, 5.5, 9 or 10.4;

(iii) You infringe the Intellectual Property Rights of Khamango or its licensors;

(iv) Khamango reasonably considers that Your continued access creates a material security, privacy, legal, regulatory, fraud, data integrity or reputational risk; or

(v) Khamango is required to do so by Law, a regulator, a government agency, a court order or a third-party service provider requirement.

17.2 Consequences of termination

(a) Upon termination of this Agreement:

(i) Khamango ceases to have any further obligation to provide You with access to, and use of, the Platform;

(ii) You and all Invited Users must immediately cease all access to, and use of, the Platform; and

(iii) You must immediately pay all outstanding unpaid Fees.

(b) Termination does not affect:

(i) any rights, remedies, obligations or liabilities that accrued before termination; or

(ii) any provision specified in clause 23.1 that survives termination.

(c) Khamango may retain Customer Data after termination to the extent permitted by its Privacy Policy, required by Law, required for legitimate business records, required for security, audit or dispute purposes, or otherwise permitted by this Agreement.

(d) You may request a Customer Data export after termination in accordance with clause 10.4. Khamango may require the request to be made within 30 days after termination if the relevant Tool is scheduled for account closure, deletion, archival or deactivation.

18. Force Majeure

(a) If a Force Majeure Event occurs and a Party is not able to partially or wholly perform its obligations under this Agreement (Affected Party), the Affected Party's obligations are suspended to the extent it is prevented from performing by the Force Majeure Event. A Force Majeure Event does not relieve or suspend Your obligation to pay Fees.

(b) The Affected Party must notify the other Party as soon as practicable after the Force Majeure Event arises and use reasonable efforts to overcome the effects of the Force Majeure Event.

(c) If the Force Majeure Event continues for more than 60 days, the Party not affected by the Force Majeure Event may immediately terminate this Agreement by written notice.

19. Disputes Between the Parties

(a) A Party claiming that a dispute has arisen in connection with this Agreement (Dispute) must:

(i) not commence court proceedings against the other Party arising from or relating to the Dispute, other than a claim for urgent interlocutory relief, unless that Party has first complied with this clause 19; and

(ii) give a written notice to the other Party specifying the nature of the Dispute (Dispute Notice).

(b) The Parties must attempt to resolve the Dispute by convening a meeting within 21 days after receipt of the Dispute Notice between director-level representatives appointed by each Party. If a Party fails to attend the meeting, the other Party may commence legal proceedings.

20. Disputes Between Users and Third Parties

(a) Khamango is not obliged to mediate, determine or otherwise become involved in disputes between You and any other user, buyer, seller, landholder, counterparty, adviser, assessor, consultant, contractor, Third Party Application provider, government agency or other third party.

(b) To the maximum extent permitted by law, You release Khamango from Losses arising out of, or connected with, such disputes. This release does not apply to the extent Khamango's acts or omissions directly caused the matter giving rise to the dispute.

21. Beta, Trial and Pilot Tools

(a) Khamango may make some Tools or features available as beta, trial, pilot, preview, early access or experimental functionality.

(b) Beta, trial, pilot, preview, early access or experimental functionality may be less reliable, less complete, changed more frequently, withdrawn without notice, subject to additional limits or unavailable at any time.

(c) You should not rely on beta, trial, pilot, preview, early access or experimental functionality for critical legal, regulatory, transaction, compliance, reporting or business continuity purposes.

22. Communications and Electronic Transactions

(a) You consent to Khamango communicating with You electronically, including by email, in-platform notices, secure links, automated workflow messages and other electronic means.

(b) To the extent permitted by Law, You agree that electronic records, electronic notices, electronic acknowledgements, electronic signatures and electronic confirmations may be used in connection with the Platform.

(c) You remain responsible for verifying whether any document or transaction step requires wet ink execution, witnessing, authority checks, identity checks, consent, Departmental lodgement or another non-electronic requirement.

23. Other Terms

23.1 Survival

The following clauses survive termination of this Agreement: clause 8 (Confidential Information), clause 9 (Privacy), clause 10 (Customer Data), clause 11 (Intellectual Property), clause 12 (Analyses and Monitoring), clause 13 (Feedback), clause 14 (Indemnification), clause 15 (Liability), clause 17.2 (Consequences of termination), clause 19 (Disputes Between the Parties), clause 20 (Disputes Between Users and Third Parties), clause 23 (Other Terms) and clause 24 (Definitions).

23.2 Interpretation

(a) Nothing in this Agreement is to be interpreted against a Party solely on the ground that the Party prepared this Agreement or a relevant part of it.

(b) The following rules apply:

(i) headings are for convenience only and do not affect interpretation;

(ii) "includes", "including" and similar expressions do not limit what else might be included;

(iii) the singular includes the plural and the converse applies;

(iv) if a word or phrase is defined, its other grammatical forms have a corresponding meaning;

(v) a reference to legislation includes any modification or re-enactment of it, a legislative provision substituted for it and a regulation or statutory instrument issued under it; and

(vi) a reference to dollars or $ is to Australian currency.

23.3 Subcontractors

Khamango may appoint or engage subcontractors in connection with the performance of its obligations under this Agreement, including provision, hosting, support, analytics, security, document generation, email, storage, integration and monitoring of the Platform.

23.4 Assignment

Neither Party may novate, assign or transfer any rights or obligations under this Agreement without the prior written consent of the other Party, except that Khamango may, upon written notice to You, assign or novate any rights or obligations under this Agreement to:

(a) a Related Body Corporate;

(b) a third party that acquires all or substantially all of Khamango's business or assets; or

You consent to the foregoing assignment or novation and must execute and deliver any further documents and do all things reasonably required by Khamango to give effect to it.

23.5 Relationship

The relationship between the Parties under this Agreement is that of independent contractors. This Agreement does not create any joint venture, partnership, agency, fiduciary, employment, buyer-seller, broker-client, adviser-client or assessor-client relationship between the Parties.

23.6 Notices

(a) Unless specified otherwise, a notice, consent, approval, waiver or other communication in connection with this Agreement must be in writing and given as follows:

Khamango: info@khamango.com.au

You: via the email address that You provided when registering an Account, using a Tool or otherwise communicating with Khamango.

(b) A notice is regarded as given and received the next business day after the time it is sent, unless the sender receives an automated message that the email has not been delivered.

23.7 Amendment

(a) Khamango may update or modify this Agreement by providing You with at least 30 days' notice, unless a shorter period is reasonably required for legal, security, operational or urgent product reasons.

(b) Amendments will take effect at the end of the notice period or, if later, on the date specified by Khamango.

(d) Amendments will not retrospectively change the terms that applied to Fees already incurred or to completed paid services, unless required by Law.

23.8 No waiver

A failure to exercise or delay in exercising any right, power or remedy under this Agreement does not operate as a waiver. A waiver is not valid or binding unless made in writing.

23.9 No reliance outside this Agreement

Subject to the Australian Consumer Law and any rights that cannot be excluded by Law, no Party has relied on any statement, representation, assurance or warranty made or given by another Party except as expressly set out in this Agreement.

23.10 Entire agreement

This Agreement embodies the entire agreement between the Parties with respect to its subject matter and supersedes any prior negotiation, arrangement, understanding or agreement with respect to that subject matter.

23.11 Governing law

This Agreement is governed by the laws of New South Wales, Australia. The Parties submit to the exclusive jurisdiction of the courts in New South Wales, Australia in any dispute relating to this Agreement.

23.12 Severability

If anything in this Agreement is unenforceable, illegal or void, it is severed and the rest of this Agreement remains in force.

24. Definitions

Acceptable Use Policy means the policy attached as a Schedule to this Agreement.

Account means an account registered by You to access and use the Platform.

Agreement means these Khamango Tools Platform Terms and Conditions, including the Product Terms and Acceptable Use Policy.

Analyses has the meaning given in clause 12.

Australian Consumer Law means the Australian Consumer Law contained in Schedule 2 of the Competition and Consumer Act 2010 (Cth).

BAM means the Biodiversity Assessment Method under the Biodiversity Act.

BAM Calculator means the Biodiversity Assessment Method calculator used in connection with the Biodiversity Offsets Scheme.

Biodiversity Act means the Biodiversity Conservation Act 2016 (NSW).

Biodiversity Credit has the meaning given in the Biodiversity Act.

BOAMS means the Biodiversity Offsets and Agreement Management System or any successor system.

BSA means Biodiversity Stewardship Agreement.

BSA Manager means the Khamango BSA Manager tool described in clause 4.4.

BSSAR means Biodiversity Stewardship Site Assessment Report.

Claim means any claim, action, proceeding or investigation.

Commencement Date means the date that You first accept this Agreement, create an Account, access a Tool or use the Platform.

Confidential Information means any information disclosed in the course of this Agreement that is confidential or proprietary in nature to a Party, including Customer Data and information relating to a Party's operations, processes, plans, know-how, designs, trade secrets, market opportunities and customer lists. Confidential Information does not include information that is in the public domain other than through breach of confidentiality, already known by the other Party without breach of confidentiality, or obtained lawfully from a third party without restriction on disclosure.

Corporations Act means the Corporations Act 2001 (Cth).

Credentials means names, passwords, account information, secure links, tokens or other credentials used to access the Platform.

Credit Match means the Khamango Credit Match tool described in clause 4.2.

Credit Transfer means the Khamango Credit Transfer tool described in clause 4.3.

Customer Data means all data, Personal Information, text, information, images, audio, video, photographs, documents, files, signatures, forms, transaction details, property details, boundary data, credit details and other content or material, in any format, provided by You or Invited Users and uploaded, stored in, generated through, transmitted through or run through the Platform. Customer Data does not include Khamango's Confidential Information.

Department means the New South Wales department, agency, statutory body or other government body responsible for administering the Biodiversity Offsets Scheme, Biodiversity Stewardship Agreements, biodiversity credits or relevant public registers from time to time, including any successor body.

Fees has the meaning given in clause 6.1(a).

Force Majeure Event means any act, event or cause, other than lack of funds, affecting a Party that is outside that Party's reasonable control, including war, acts of God, natural disasters, epidemics, pandemics, boycotts, labour strikes, industrial disturbances, internet outages, telecommunications outages, public-data-source outages, government-system outages, cyber incidents affecting third-party services, or changes to government data availability.

Intellectual Property Rights means all present and future intellectual property or proprietary rights, including copyright, registered and unregistered trademarks, designs, patents, inventions, circuit layouts, computer programs, business names, domain names, know-how, trade secrets and moral rights, arising anywhere in the world and whether registered or unregistered.

Invited User means Your employees, consultants, contractors, agents, advisers, counterparties or other persons authorised by You or Khamango to use the Platform.

Law means any statute, regulation, rule, order, ordinance, subordinate legislation, mandatory code, court order or other legally binding requirement.

Loss means any loss, damage, liability, penalty, charge, claim, expense or cost, including legal fees, of any nature or kind.

Opportunity Checker means the Khamango Opportunity Checker tool described in clause 4.1.

Output has the meaning given in clause 3.3(a).

Party means a party to this Agreement and Parties means both of them.

Personal Information has the meaning given in the Privacy Laws.

Platform means the Khamango web-based software applications, Tools, dashboards, reports, workflows, secure links, APIs, integrations, document generation tools and related services provided under this Agreement. The Platform excludes the official Khamango biodiversity credit marketplace, marketplace listings, marketplace offers, marketplace acceptances, marketplace escrow arrangements, marketplace settlements, marketplace transfers and marketplace buyer/seller transactions unless Khamango expressly presents this Agreement for that marketplace after legal review.

Privacy Laws means the Privacy Act 1988 (Cth), including the Australian Privacy Principles, as amended from time to time, and any other equivalent legislation, regulations, binding principles, industry codes, guidelines or ancillary regulations relating to privacy or handling Personal Information to which a Party is subject by Law.

Privacy Policy means Khamango's tools privacy policy available at https://khamango.com.au/tools/privacy-policy, at the privacy URL linked from the relevant Tool, or at another URL notified by Khamango for the Tools, as updated or amended from time to time. This is separate from the official Khamango marketplace privacy policy unless Khamango expressly states otherwise.

Product Terms means the terms in clause 4.

Related Body Corporate has the same meaning as under the Corporations Act.

Tax Invoice has the meaning given in A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Taxable Supply has the meaning given in A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Third Party Applications means applications, software, websites, integrations, data sources, APIs, systems or services provided by an entity other than Khamango that interoperate with, support, provide data to, receive data from or may be accessed through, within or in conjunction with the Platform.

Tool means a Khamango software tool, module, report, workflow or service made available under this Agreement, including Opportunity Checker, Credit Match, Credit Transfer and BSA Manager.

Stripe means Stripe Payments Australia Pty Ltd or another Stripe entity that provides payment processing, billing, checkout, invoicing, subscription, tax, fraud prevention, dispute handling or related services in connection with the Platform.

Website means https://khamango.com.au/ or another Khamango website or application URL through which Khamango makes the Platform available.

You and Your have the meaning given in clause 1(a).

Schedule - Acceptable Use Policy

You must not, and must not permit any Invited User or other person to:

(a) use any spider, robot, search/retrieval application, screen scraping, data mining or similar data gathering device, process, program or means to access, retrieve or index any portion of the Platform;

(b) engage in any action that requires, or may require, an unreasonable or excessively large load on the Platform or its infrastructure;

(d) use the Platform to violate any applicable Laws;

(e) access or use the Platform to commit a fraudulent act;

(f) attempt to gain unauthorised access to the Platform or related systems or networks;

(g) perform or disclose any performance testing, vulnerability testing, network discovery, port or service identification, vulnerability scanning, password cracking or penetration testing of the Platform without Khamango's prior written approval;

(h) perform or disclose benchmarking, availability or performance testing of the Platform without Khamango's prior written approval;

(i) use the Platform to harass any person, engage in cyber-bullying, transmit unlawful material, transmit abusive material, transmit pornographic material, promote violence, promote self-harm, promote terrorism, promote hate, promote discrimination, publish defamatory material, publish obscene material or publish material that is false or misleading;

(j) engage in predatory conduct towards a child or young person;

(k) cause damage or injury to any person or property;

(l) violate privacy rights;

(m) send unsolicited bulk email or junk mail;

(n) infringe the Intellectual Property Rights of any person;

(o) impersonate any person or entity or falsely state or misrepresent Your affiliation with a person or entity;

(p) engage in conduct that is likely to deceive any person;

(q) use the Platform to mislead a landholder, buyer, seller, adviser, assessor, consultant, contractor, government agency, regulator or other person;

(r) upload, generate, sign, send or lodge any document, form, statement, record, confirmation or evidence that is false, misleading, unauthorised, incomplete or unlawful;

(s) use the Platform to conceal or facilitate non-compliance with a Biodiversity Stewardship Agreement, management plan, credit transfer requirement, Departmental requirement or other legal obligation;

(t) misuse sensitive biodiversity data, restricted species data, location data, property data, title data, personal information, secure links, signatures, transaction documents or confidential information;

(u) attempt to reverse-engineer restricted or sensitive species locations from the Platform or Outputs;

(v) scrape, bulk export, resell, redistribute or commercially exploit Platform data or Outputs except as expressly permitted by Khamango in writing; or

(w) engage in activity that is likely to upset, embarrass, alarm or annoy another person.