ScaffControl Software Licence and Services Agreement

Version: 1.0
Effective: October 2026
Supplier: BR Planning Alliance Pty Ltd (ABN 22 679 284 112 / ACN 679 284 112), developer of the ScaffControl software
Contact: contact@scaffcontrol.com.au | www.scaffcontrol.com.au


Background

A. ScaffControl is scaffold register and lifecycle management software. It is installed and run on computers controlled by the Customer, not hosted by the Supplier.

B. The Customer wishes to licence the Software, and may wish to engage the Supplier to install, configure, support or train staff in the Software at the Customer's premises or remotely.

C. This Agreement sets out the terms on which the Supplier licenses the Software and provides those Services.


1. How this Agreement works

1.1 This Agreement consists of:
(a) an Order Form signed by both parties, which sets out the commercial details (edition, entitlements, licence term, fees and any Services); and
(b) these terms.

1.2 If the Order Form and these terms are inconsistent, the Order Form prevails, but only to the extent the Order Form expressly states that it varies a specific clause of these terms.

1.3 The Agreement starts on the date the Order Form is signed by both parties, or on any later date stated in the Order Form (Start Date).

1.4 If the Software is installed without a signed Order Form (for example, under an evaluation licence), these terms apply to that use from the time the person installing the Software accepts them on behalf of the Customer.


2. Definitions

In this Agreement:

Authorised User means an employee, contractor or agent of the Customer who is authorised by the Customer to use the Software for the Customer's business.

Business Day means a day other than a Saturday, Sunday or public holiday in Perth, Western Australia.

Customer means the entity named as the customer in the Order Form.

Customer Data means all data entered into, uploaded to or generated by the Software by or for the Customer, including scaffold records, inspection records, handover records, hazard and incident records, user details, photographs and attachments.

Customer Systems means the computers, servers, networks, operating systems, storage and backup facilities owned or controlled by the Customer on which the Software is installed or which it uses.

Documentation means the installation guide, user guide and release notes for the Software published or supplied by the Supplier, as updated from time to time.

Edition means the edition of the Software stated in the Order Form:
(a) Solo: the Software is installed and used on a single computer; or
(b) Server: the Software is installed on one server or computer and accessed by Authorised Users over the Customer's internal network using a web browser.

Entitlements means the maximum number of Authorised Users, sites and active scaffolds the Customer may use the Software for, as stated in the Order Form.

Fees means the Licence Fee and the Services Fees.

Grace Period has the meaning given in clause 6.4.

Licence Fee means the fee for the licence of the Software stated in the Order Form.

Licence Key means the digitally signed licence file or code issued by the Supplier that activates the Software for the Customer's Edition, Entitlements and Licence Term.

Licence Term means the period stated in the Order Form during which the Software is licensed for full use, and any renewal period ordered under clause 6.

Read-Only Mode has the meaning given in clause 6.5.

Services means any installation, configuration, data import, training, health-check, upgrade, remote support or other professional services described in the Order Form or in a written quote accepted by the Customer under clause 12.

Services Fees means the fees for Services stated in the Order Form or accepted quote.

Software means the ScaffControl software in object code form, including the installer, any updates and new versions supplied under this Agreement, and the Documentation.

Supplier, we, us and our mean BR Planning Alliance Pty Ltd (ABN 22 679 284 112 / ACN 679 284 112).


3. Licence

3.1 Subject to the Customer paying the Licence Fee and complying with this Agreement, the Supplier grants the Customer a non-exclusive, non-transferable licence during the Licence Term to:
(a) install the Software on the number of computers or servers permitted for the Edition;
(b) allow Authorised Users to use the Software for the Customer's own internal business operations, within the Entitlements; and
(c) make copies of the Software reasonably necessary for backup, disaster recovery and testing.

3.2 The Customer is responsible for the acts and omissions of its Authorised Users as if they were its own.

3.3 The Customer must not, and must not permit any person to:
(a) use the Software beyond the Edition or Entitlements;
(b) sell, sub-license, rent, lend or otherwise make the Software available to any third party, or use it to provide a bureau or hosted service to third parties, unless the Order Form permits it;
(c) remove, bypass, disable or tamper with the Licence Key, licence checks or any technical measure in the Software that enforces this Agreement;
(d) modify, translate, decompile, disassemble or reverse engineer the Software, except to the extent the Copyright Act 1968 (Cth) expressly permits it despite this restriction; or
(e) remove or obscure any proprietary notice in the Software.


4. Licence Keys and activation

4.1 The Supplier will issue a Licence Key to the Customer:
(a) after the Licence Fee is paid; or
(b) on the date stated in the Order Form, if the Order Form provides for payment after issue.

4.2 The Licence Key is verified by the Software on the Customer Systems without connecting to the internet or to the Supplier.

4.3 A Licence Key may be bound to a particular computer or server. If the Customer replaces or rebuilds that computer or server, the Supplier will issue a replacement Licence Key at no charge on request, provided the Customer confirms the previous installation is no longer in use.

4.4 The Software does not transmit Customer Data to the Supplier. The Supplier has no remote access to the Software or the Customer Systems and cannot disable the Software remotely. The Supplier only has access to Customer Data when the Customer gives that access to deliver Services (see clause 13).


5. Entitlements

5.1 The Software enforces the Entitlements. If the Customer needs more Authorised Users, sites or active scaffolds, it may order an upgrade, and the Supplier will issue an updated Licence Key on payment of the applicable fee.

5.2 Upgrade fees for part of a Licence Term are charged pro rata to the remaining Licence Term, unless the Order Form states otherwise.


6. Licence Term, expiry and renewal

6.1 The Licence Term is stated in the Order Form. If no term is stated, it is 12 months from the Start Date.

6.2 No automatic renewal. The licence does not renew automatically. It is renewed only if the Customer places a renewal order.

6.3 At least 60 days before the Licence Term ends, the Supplier will notify the Customer in writing of:
(a) the expiry date; and
(b) the renewal price and any changes to these terms that will apply to the renewal period.

6.4 From 30 days before expiry, the Software displays an expiry warning to administrators. After the Licence Term ends, the Software continues to operate in full for a further 14 days (Grace Period).

6.5 After the Grace Period, the Software enters Read-Only Mode. In Read-Only Mode, Authorised Users can:
(a) log in;
(b) view and search all Customer Data;
(c) run reports and exports (including CSV and PDF exports); and
(d) back up the Customer Data,

but cannot create or change records.

6.6 Read-Only Mode continues for as long as the Customer keeps the Software installed. The Customer does not need a current licence to use the Software in Read-Only Mode. The Supplier grants the Customer a non-exclusive, perpetual licence to use the Software in Read-Only Mode for that purpose, subject to clause 3.3.

6.7 Full use resumes when the Customer installs a renewed Licence Key. No Customer Data is lost because of expiry or Read-Only Mode.


7. Customer Data

7.1 The Customer owns all Customer Data. The Supplier acquires no rights in it except as needed to deliver Services the Customer has requested.

7.2 Customer Data is stored on the Customer Systems. The Customer is responsible for:
(a) its compliance with the Privacy Act 1988 (Cth) and other laws in relation to personal information it enters into the Software, including information about its workers;
(b) the accuracy of Customer Data; and
(c) maintaining backups of Customer Data in accordance with clause 10.

7.3 The Customer can export Customer Data at any time, including after the Licence Term ends, using the export functions in the Software or by copying the database and attachment files in the data folder described in the Documentation.


8. Fees and payment

8.1 The Customer must pay the Fees stated in the Order Form.

8.2 GST. All Fees are stated exclusive of GST unless the Order Form says otherwise. Where a supply under this Agreement is a taxable supply, the Customer must pay GST in addition to the Fee. The Supplier will issue a valid tax invoice in accordance with the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

8.3 Invoices are payable within 14 days of the invoice date by electronic funds transfer to the account stated on the invoice. The Supplier will never change its bank details by email alone. If the Customer receives a request to change bank details, it must confirm it by phone with the Supplier before paying.

8.4 If the Customer disputes an invoice in good faith, it must notify the Supplier in writing within 14 days of receiving it, giving reasons, and pay any undisputed portion by the due date. The parties will resolve the dispute under clause 22.

8.5 If an undisputed amount is not paid by the due date, the Supplier may charge interest on that amount at 8% per year, calculated daily from the due date until paid.

8.6 The Licence Fee for a Licence Term is fixed for that term. Prices for a renewal period are notified under clause 6.3.


9. Supplier's obligations

9.1 The Supplier will:
(a) supply the Software and Licence Key in accordance with the Order Form;
(b) make updates and new versions of the licensed Edition available for download during the Licence Term; and
(c) provide support under clause 11.


10. Customer responsibilities

10.1 The Customer is responsible for:
(a) providing and maintaining Customer Systems that meet the minimum requirements in the Documentation;
(b) the security of the Customer Systems, including operating system updates, anti-malware protection, network security, physical security and access control;
(c) creating and managing Authorised User accounts, and ensuring users keep their passwords confidential;
(d) keeping regular backups of Customer Data stored separately from the computer running the Software. The Software creates automatic local backups, but these are on the same computer and do not protect against hardware failure, theft or ransomware; and
(e) installing updates supplied by the Supplier within a reasonable time.

10.2 The Supplier is not responsible for any failure of the Software to the extent it is caused by the Customer's failure to meet clause 10.1, or by Customer Systems, third-party software, or changes made to the Software or its data files by anyone other than the Supplier.


11. Support

11.1 During the Licence Term, the Supplier will provide support for the current and immediately preceding major version of the Software:
(a) by email to contact@scaffcontrol.com.au;
(b) between 8:30 am and 4:30 pm (Perth time) on Business Days; and
(c) with a target first response within 2 Business Days.

11.2 Support covers answering questions about using the Software, diagnosing faults in the Software, and providing fixes or workarounds for confirmed faults.

11.3 Support does not cover onsite attendance, faults in Customer Systems, data recovery from Customer backups, or training. These are available as Services under clause 12.

11.4 Response targets are targets only, not guaranteed service levels, unless the Order Form sets a service level.


12. Services (including onsite services)

12.1 Ordering. The Customer may order Services in the Order Form or by accepting a written quote from the Supplier. Each quote will state the scope, the fee basis (fixed fee or hourly or daily rate), and any travel costs.

12.2 Standard of work. The Supplier will perform Services with due care and skill and in accordance with the agreed scope. If any Service is not performed to that standard, the Supplier will re-perform it at no additional charge, provided the Customer notifies the Supplier within 30 days after the Service is completed.

12.3 Travel. Unless the quote states otherwise, Services Fees include travel within the Perth metropolitan area. For travel outside that area, the Customer will pay reasonable travel, accommodation and meal costs at cost, but only if the Customer approved them in writing in advance.

12.4 Rescheduling and cancellation. Either party may reschedule onsite Services by giving at least 2 Business Days' notice, without charge. If the Customer cancels or reschedules with less notice, or the Supplier is refused site access on the scheduled day for reasons outside the Supplier's control, the Customer must pay:
(a) any non-refundable travel and accommodation costs actually incurred by the Supplier; and
(b) for onsite Services charged by the day, half of one day's rate.

12.5 Backups before work. Before the Supplier installs, upgrades, migrates or modifies the Software or Customer Data, the Customer must ensure a current backup of the Customer Data exists. The Supplier will take a further backup before starting where practicable.

12.6 Personnel. The Supplier may use subcontractors to perform Services. The Supplier remains responsible for its subcontractors, and they are bound by obligations of confidentiality and privacy equivalent to those in this Agreement.

12.7 Work health and safety at the Customer's site. Where Services are performed at a site controlled by the Customer or its principal:
(a) the Customer must provide any site induction required, inform the Supplier of site rules, hazards and PPE requirements before attendance, and ensure the work area is safe for the Services;
(b) the Supplier must comply with the site rules, inductions and reasonable directions of the site's safety personnel, and hold any licences or tickets required for the work it performs;
(c) each party must consult, cooperate and coordinate with the other on WHS matters, as required by section 46 of the Work Health and Safety Act 2020 (WA) and, where applicable, the Work Health and Safety (Mines) Regulations 2022 (WA); and
(d) the Supplier may stop work without liability if it reasonably believes continuing would expose any person to a serious risk to health or safety, and must notify the Customer immediately.


13. Confidentiality and privacy

13.1 Each party must keep the other party's confidential information confidential and use it only to perform this Agreement. This does not apply to information that is public (other than through a breach of this Agreement), was already known to the recipient, is received from a third party without restriction, or is required to be disclosed by law (in which case the disclosing party must give the other prompt notice where lawful). Customer Data is the Customer's confidential information.

13.2 When the Supplier has access to Customer Data while delivering Services, the Supplier must:
(a) access and use it only as needed to perform the Services;
(b) not copy it off the Customer Systems unless the Customer approves in writing (for example, for a data migration), and then store it securely in Australia;
(c) delete any copy it holds within 30 days after the Services are completed, unless the Customer asks for it to be returned or the law requires it to be retained;
(d) handle any personal information in it in accordance with the Australian Privacy Principles under the Privacy Act 1988 (Cth), as if the Supplier were bound by them; and
(e) notify the Customer within 48 hours after becoming aware of any actual or suspected unauthorised access to, or loss or disclosure of, Customer Data in the Supplier's possession, and cooperate with the Customer's assessment of whether it is an eligible data breach under Part IIIC of the Privacy Act 1988 (Cth).

13.3 The Supplier handles personal information it collects for its own purposes (such as contact and billing details) in accordance with its Privacy Policy at www.scaffcontrol.com.au/privacy.html.

13.4 This clause survives termination of this Agreement for 3 years. Obligations about personal information survive indefinitely.


14. Intellectual property

14.1 The Supplier (or its licensors) owns all intellectual property rights in the Software. Nothing in this Agreement transfers those rights to the Customer.

14.2 If the Supplier prepares templates, inspection checklists, import scripts or configurations for the Customer as part of the Services, the Supplier owns them. The Customer has a non-exclusive, perpetual licence to use them for its own business.

14.3 The Software includes third-party open-source components. Those components are licensed under their own licence terms, which are listed in the third-party notices supplied with the Software. Nothing in this Agreement restricts rights the Customer has under those licences.

14.4 The Customer may give the Supplier suggestions or feedback about the Software. The Supplier may use them freely, without any obligation to the Customer.


15. Safety limitations of the Software

15.1 ScaffControl is a scaffold register and lifecycle management tool. It helps the Customer keep records of scaffold requests, builds, inspections, handovers, hazards and close-outs. It is not a work health and safety management system and does not determine whether any scaffold is safe.

15.2 The Software is not a substitute for:
(a) supervision by competent persons;
(b) physical inspection of scaffolds by a competent person, as required by applicable law, Australian Standards and site procedures;
(c) the Customer's WHS management system;
(d) compliance with the Work Health and Safety Act 2020 (WA), the Work Health and Safety (General) Regulations 2022 (WA), the Work Health and Safety (Mines) Regulations 2022 (WA) or equivalent laws in other jurisdictions;
(e) engineering design, review or certification where required; or
(f) the professional judgement of licensed or competent persons.

15.3 Safety duties remain with the duty holders, including the Customer, site owners and operators, principal contractors, scaffold contractors, competent persons and workers. Recording an event in the Software does not discharge any statutory WHS duty.

15.4 The Customer indemnifies the Supplier against any loss, damage, cost or liability (including reasonable legal costs) arising from a third-party claim caused by the Customer or its Authorised Users:
(a) using records in the Software as the sole or primary basis for deciding that a scaffold is safe to use, in place of physical inspection by a competent person; or
(b) relying on data in the Software to discharge a statutory WHS duty without independent assessment by a competent or qualified person,

except to the extent the loss is caused by the Supplier's negligence, breach of this Agreement or a defect in the Software.


16. Warranties

16.1 The Supplier warrants that:
(a) it has the right to grant the licences in this Agreement; and
(b) for 90 days after each version of the Software is first supplied to the Customer, that version will perform materially in accordance with its Documentation when installed on Customer Systems that meet the minimum requirements.

16.2 If the Software does not comply with clause 16.1(b) and the Customer notifies the Supplier within the 90-day period, the Supplier will, at its option, correct the defect, provide a workaround that does not materially reduce functionality, or replace the affected version. If the Supplier cannot do any of these within a reasonable time, either party may terminate the licence and the Supplier will refund the Licence Fee paid for the unused part of the Licence Term.

16.3 The Customer acknowledges that software is never completely free of errors, and the Supplier does not warrant that the Software will run without interruption or error.


17. Australian Consumer Law

17.1 Nothing in this Agreement excludes, restricts or modifies any right or remedy, or any guarantee, warranty or other term or condition, implied or imposed by the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) that cannot lawfully be excluded, restricted or modified (Non-Excludable Rights).

17.2 Where the Software or Services are not of a kind ordinarily acquired for personal, domestic or household use or consumption, the Supplier's liability for failure to comply with a consumer guarantee is limited, to the extent permitted by section 64A of the Australian Consumer Law, at the Supplier's option to:
(a) for goods: replacing the goods or supplying equivalent goods, repairing the goods, or paying the cost of doing so; and
(b) for services: supplying the services again, or paying the cost of having the services supplied again.


18. Limitation of liability

18.1 Subject to clauses 17 and 18.4, each party's total liability to the other arising out of or in connection with this Agreement, whether in contract, tort (including negligence), under statute or otherwise, is limited to the total Fees paid or payable by the Customer under this Agreement in the 12 months before the event giving rise to the claim.

18.2 Subject to clauses 17 and 18.4, neither party is liable to the other for any indirect or consequential loss, or for loss of profit, revenue, business opportunity or goodwill.

18.3 Because Customer Data is held on the Customer Systems and the Customer is responsible for backups, the Supplier's liability for loss or corruption of Customer Data caused by the Supplier's negligence in performing Services is limited to the reasonable cost of restoring that Customer Data from the most recent backup maintained under clause 10.1(d).

18.4 Clauses 18.1 and 18.2 do not limit:
(a) the Customer's obligation to pay Fees;
(b) liability for fraud, wilful misconduct, or personal injury or death caused by negligence;
(c) liability for breach of clause 13 (Confidentiality and privacy);
(d) the Supplier's indemnity in clause 19; or
(e) the Customer's liability for using the Software in breach of clause 3.3.

18.5 Each party must take reasonable steps to mitigate any loss it suffers.


19. Intellectual property indemnity

19.1 The Supplier will defend the Customer against any third-party claim that the Customer's use of the Software in accordance with this Agreement infringes that third party's intellectual property rights in Australia, and will pay any damages and costs finally awarded or agreed in settlement.

19.2 The Customer must promptly notify the Supplier of the claim, let the Supplier control its defence and settlement, and give reasonable assistance at the Supplier's cost.

19.3 If the Software is, or the Supplier reasonably believes it is likely to be, the subject of such a claim, the Supplier may modify the Software so it is non-infringing without materially reducing functionality, obtain a licence for the Customer to continue using it, or terminate the licence and refund the Licence Fee paid for the unused part of the Licence Term.

19.4 This clause does not apply to claims caused by the Customer modifying the Software, combining it with items not supplied by the Supplier, or using it in breach of this Agreement.


20. Termination

20.1 Either party may terminate this Agreement by written notice if the other party:
(a) commits a material breach that is not remedied within 30 days after receiving written notice describing the breach; or
(b) becomes insolvent, has a receiver, administrator or liquidator appointed, or enters into an arrangement with its creditors, subject to any law that prevents termination on that ground.

20.2 The Customer may terminate this Agreement for convenience at any time by giving the Supplier 30 days' written notice. On termination for convenience:
(a) Licence Fees already paid are not refunded, except as required by law or clause 16.2 or 19.3; and
(b) the Supplier will refund any Services Fees paid in advance for Services not yet performed.

20.3 The Supplier may terminate this Agreement by written notice if an undisputed invoice remains unpaid 30 days after its due date and the Customer does not pay within 14 days after receiving a further written notice requiring payment.

20.4 On termination or expiry:
(a) the licence under clause 3.1 ends, and the Software continues in Read-Only Mode under clause 6.6;
(b) the Customer must pay all Fees for Services performed and costs incurred up to termination;
(c) each party must return or destroy the other's confidential information on request, except that the Customer keeps all Customer Data; and
(d) clauses 6.6, 7, 8 (for amounts owing), 13, 14, 15.4, 17, 18, 19, 20.4, 22 and 23 survive.


21. Changes to these terms

21.1 These terms can be changed during a Licence Term only by written agreement signed by both parties.

21.2 The Supplier may update its standard terms for future renewals. Any updated terms apply to the Customer only from the start of a renewal period that the Customer orders after receiving notice under clause 6.3.


22. Disputes

22.1 If a dispute arises in connection with this Agreement, a party must give the other written notice of the dispute, and the parties must:
(a) first attempt to resolve it by good faith negotiation between senior representatives within 14 days after the notice;
(b) if it is not resolved, refer it to mediation administered by the Resolution Institute (or another body the parties agree) within a further 30 days, with the mediator's costs shared equally; and
(c) if mediation does not resolve it within 30 days after the mediator is appointed, either party may commence proceedings in a court of competent jurisdiction in Western Australia.

22.2 Nothing in this clause prevents a party from seeking urgent injunctive or other equitable relief.


23. General

23.1 Governing law. This Agreement is governed by the laws of Western Australia. The parties submit to the non-exclusive jurisdiction of the courts of Western Australia.

23.2 Notices. Notices must be in writing and sent by email to the address stated in the Order Form (or another address a party nominates by notice). A notice is received when sent, unless the sender receives an automated message that it was not delivered. A notice received after 5:00 pm (Perth time) or on a day that is not a Business Day is taken to be received on the next Business Day.

23.3 Assignment. The Customer may not assign or transfer this Agreement without the Supplier's written consent, which must not be unreasonably withheld. The Supplier may assign this Agreement to a purchaser of the ScaffControl business by giving the Customer written notice, provided the purchaser agrees in writing to be bound by it.

23.4 Force majeure. Neither party is liable for any delay or failure to perform (other than an obligation to pay money) caused by circumstances beyond its reasonable control. The affected party must notify the other promptly and use reasonable efforts to resume performance. If the circumstances continue for more than 30 days, either party may terminate any affected Services by written notice.

23.5 Entire agreement. This Agreement is the entire agreement between the parties about its subject matter and replaces all earlier discussions and proposals.

23.6 Severance. If any part of this Agreement is void or unenforceable, it is severed and the rest of the Agreement continues in force.

23.7 Waiver. A failure or delay in exercising a right is not a waiver of that right.

23.8 Relationship. The Supplier is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, employment or agency relationship.

23.9 Counterparts and electronic signature. The Order Form may be signed in counterparts and by electronic signature, in accordance with the Electronic Transactions Act 2011 (WA).


Schedule 1 — Order Form

This Order Form is made under the ScaffControl Software Licence and Services Agreement (Version 1.0). By signing it, both parties agree to that Agreement.

Supplier

Item Detail
Legal name BR Planning Alliance Pty Ltd
ABN / ACN 22 679 284 112 / 679 284 112
Notice email contact@scaffcontrol.com.au

Customer

Item Detail
Legal name
ABN / ACN
Registered address
Contact name and role
Notice email
Accounts email

Licence

Item Detail
Edition ☐ Solo ☐ Server
Start Date
Licence Term ☐ 12 months ☐ Other:
Authorised Users (maximum)
Sites (maximum)
Active scaffolds (maximum)
Licence Key bound to device ☐ Yes ☐ No
Licence Fee (excl. GST) $
Licence Key issued ☐ On payment ☐ On invoice date

Services

Service Scope Fee basis (fixed / hourly / daily) Fee (excl. GST) Planned dates
Installation and configuration
Data import
Training
Other

Travel outside the Perth metropolitan area: ☐ Not required ☐ Approved up to $____ (excl. GST)

Special conditions

(Record any agreed variation here, identifying the clause it varies. If blank, there are none.)

Signatures

Each person signing confirms they are authorised to sign on behalf of their organisation.

Supplier Customer
Name
Position
Signature
Date

Schedule 2 — Installer acceptance text

Displayed in the ScaffControl installer before installation proceeds.

ScaffControl Software Licence and Services Agreement

ScaffControl is software developed and licensed by BR Planning Alliance Pty Ltd (ABN 22 679 284 112) under the ScaffControl Software Licence and Services Agreement. The full agreement is shown below and available at www.scaffcontrol.com.au/licence.

If your organisation has signed an Order Form with ScaffControl, that Order Form and this agreement apply. If not, by clicking I accept you confirm that you are authorised to accept this agreement on behalf of your organisation, and that your organisation agrees to it.

Key points:

☐ I accept ☐ I do not accept