Coverage – Compliance and Policy Management

Coverage

Antero Software Pty Ltd ACN 652 157 198

Effective Date: 8 May 2026

IMPORTANT – PLEASE READ CAREFULLY

By accessing or using Coverage (the "Platform"), or by clicking a checkbox labelled "I agree to the Terms of Service" or by logging in to the Platform where notice of these Terms is displayed, you (and the organisation on whose behalf you act) agree to be bound by these Terms of Service. If you do not agree, do not access or use the Platform.

1. Definitions and Interpretation

1.1 Definitions

In these Terms:

Access Fee means the fees payable by the Subscriber to Antero for access to the Platform as set out in the Order Form or applicable pricing schedule.

Aged Care Quality Standards means the Strengthened Aged Care Quality Standards issued under the Aged Care Act 2024 (Cth) and the Aged Care Rules 2025 (Cth), as amended or replaced from time to time, and any related regulatory instruments (also known as the Strengthened Standards, Aged Care Standards, Quality Standards, New Standards, ACQS, or SACQS). In these Terms, any reference to the "Standards" means the Aged Care Quality Standards as defined in this clause.

Agreement has the meaning given in clause 2.1.

Antero means Antero Software Pty Ltd ACN 652 157 198 of 45 McLachlan Street, Fortitude Valley, Queensland 4006.

Antero Technology means all Intellectual Property Rights in the Platform, including the software, algorithms, infrastructure, workflows, UI design, and documentation, whether existing at the Commencement Date or developed during the Term.

Authorised User means an employee, contractor, or agent of the Subscriber who is permitted by the Subscriber to access the Platform under the Subscriber's account.

Business Day means a day (other than a Saturday, Sunday, or public holiday) on which banks are open for general banking business in Queensland, Australia.

Claim means any action, allegation, claim, demand, judgment, liability, proceeding, remedy, right of action, or right of set-off, whether present, unascertained, immediate, future, or contingent, whether in contract, tort, statute, or otherwise.

Commencement Date means the date on which the Subscriber first accesses the Platform or accepts these Terms, whichever is earlier.

Confidential Information has the meaning given in clause 13.1.

Consequential Loss means loss of revenue, loss of profits, loss of opportunity to make profits, loss of business or business opportunity, loss of anticipated savings, loss of use or amenity, special, exemplary, or punitive damages, and any loss that does not directly and naturally flow in the normal course of events from the event giving rise to the liability, whether or not in the contemplation of the parties at the time these Terms were accepted.

Corporations Act means the Corporations Act 2001 (Cth).

Exceptional Circumstance means any circumstance beyond a party's reasonable control, including acts of God, natural disasters, fire, flood, pandemic, acts of war or terrorism, cyber attacks, strikes or industrial disputes, disruptions to third-party infrastructure or services, or an eligible data breach within the meaning of the Privacy Act 1988 (Cth).

GST means GST as defined in the GST Law, including any interest, penalties, or fines relating to it.

GST Law means the A New Tax System (Goods and Services Tax) Act 1999 (Cth) and associated legislation.

Insolvency Event means bankruptcy, insolvency, an assignment for the benefit of creditors, appointment of a receiver, administrator, provisional or official liquidator, failure to comply with a statutory demand, or any analogous event under any applicable law.

Intellectual Property Rights means all current and future registered and unregistered rights in copyright, trade marks, patents, designs, know-how, confidential information, circuit layouts, and all other intellectual property as defined in article 2 of the convention establishing the World Intellectual Property Organisation 1967.

Loss means any loss (including Consequential Loss), Claim, liability, damage, expense, or diminution in value, whether direct, indirect, or otherwise.

Order Form means the pricing schedule, quotation, or subscription confirmation agreed between Antero and the Subscriber setting out the Access Fees and any applicable service tiers.

Output means reports, documents, templates, or other materials generated by the Platform as a result of the Subscriber's use, excluding Antero Technology.

Personal Information has the meaning given in the Privacy Act 1988 (Cth).

Platform means the Coverage software application developed and operated by Antero, accessible via the web portal at getcoverage.com.au (or such other URL as Antero may notify), including all features, modules, updates, enhancements, and integrations provided by Antero from time to time.

Privacy Law means the Privacy Act 1988 (Cth) and any applicable state or territory privacy legislation.

Standards has the meaning given to "Aged Care Quality Standards" in clause 1.1.

Subscriber means the organisation or entity that accepts these Terms and whose Authorised Users access the Platform.

Subscriber Data means all data uploaded to, input into, or generated within the Platform by or on behalf of the Subscriber, including compliance evidence, documents, and records, but excluding Antero Technology and any de-identified or aggregated data derived from Subscriber Data.

Term means the total duration of these Terms as described in clause 4.

1.2 Interpretation

In these Terms, unless a contrary intention appears:

the singular includes the plural and vice versa;

a reference to a statute includes regulations, instruments, and amendments under it;

headings are for convenience only and do not affect interpretation;

"includes" and similar expressions are not words of limitation;

monetary amounts are in Australian dollars;

a reference to a party includes its successors and permitted assigns;

a reference to a person includes a corporation, trust, partnership, and other entity.

2. Formation and Scope

2.1 Agreement

These Terms, together with any applicable Order Form, form the entire agreement between Antero and the Subscriber in respect of the Platform (the "Agreement"). In the event of any conflict, the Order Form takes precedence over these Terms in relation to pricing and service tier only; these Terms take precedence in all other respects.

2.2 Acceptance

The Subscriber accepts these Terms by any of the following acts:

ticking a checkbox presented at account creation or login stating acceptance of these Terms;

logging in to the Platform where a notice that login constitutes acceptance of these Terms is displayed; or

accessing or using the Platform in any way.

The person accepting these Terms warrants that they have authority to bind the Subscriber.

2.3 Updates to Terms

Antero may update these Terms from time to time. Antero will provide the Subscriber with at least 30 days' written notice of material changes. Continued use of the Platform after the notified effective date constitutes acceptance of the updated Terms. If the Subscriber does not accept the updated Terms, the Subscriber may terminate in accordance with clause 15.2.

3. Platform Licence

3.1 Grant

Subject to these Terms and payment of the Access Fees, Antero grants to the Subscriber a revocable, non-exclusive, non-transferable licence during the Term to access and use the Platform for the Subscriber's internal compliance management purposes.

3.2 Authorised Users

The Subscriber may permit its Authorised Users to access the Platform. The Subscriber is responsible for all acts and omissions of its Authorised Users as if they were its own. The Subscriber must ensure all login credentials are kept secure and confidential and must immediately notify Antero of any suspected unauthorised access.

3.3 Restrictions

The Subscriber must not, and must not permit any person to:

reverse engineer, decompile, disassemble, or create derivative works based on the Platform;

sub-licence, resell, or otherwise make the Platform available to any third party;

use the Platform in any way that infringes the Intellectual Property Rights of Antero or any third party;

attempt to gain unauthorised access to any system, network, or data;

use the Platform in any manner that could damage Antero's reputation or the Platform's integrity;

expose or pass through the Platform's functionality via an API to third parties without Antero's prior written consent.

3.4 No Implied Rights

All rights not expressly granted to the Subscriber are reserved by Antero. To the fullest extent permitted by law, all implied rights in relation to the licence are excluded.

3.5 Free Trials and Promotional Access

Antero may from time to time offer access to the Platform at no charge for a limited trial period. Trial access is subject to these Terms. At the end of any trial period, continued access requires a paid subscription. Antero reserves the right to modify or discontinue trial access at any time.

4. Term and Renewal

4.1 Initial Term

These Terms commence on the Commencement Date and continue for the period specified in the Order Form (the "Initial Term"), or if no period is specified, for 12 months.

4.2 Renewal

At the end of the Initial Term (and each subsequent Renewal Term), the Agreement will automatically renew for a further period equal to the Subscriber's then-current billing cycle — monthly subscribers renew monthly, and annual subscribers renew for a further 12-month period (each a "Renewal Term") — unless either party gives written notice of non-renewal at least 30 days before the end of the then-current Term. For annual subscribers, the Access Fee for the Renewal Term will be invoiced at the start of that period.

5. Platform Availability

5.1 Availability Commitment

Antero will use commercially reasonable endeavours to make the Platform available on a continuous basis, targeting 99.9% uptime (excluding Scheduled Maintenance and Exceptional Circumstances). Scheduled downtime will be communicated in advance and will be performed, where reasonably practicable, between 10:00 pm and 4:00 am AEST on a weekday.

5.2 Service Credits

If Platform availability falls below 99.9% in a calendar month (excluding Scheduled Maintenance and Exceptional Circumstances), the Subscriber may be eligible for a service credit against the following month's invoice as follows:

97% – 99.9% availability: 2% credit

95% – 97% availability: 5% credit

Below 95% availability: 10% credit

Service credits are the Subscriber's sole remedy for availability failures and are not payable where the failure is caused or contributed to by the Subscriber.

5.3 Suspension

Antero may suspend the Subscriber's access to the Platform (in whole or in part) with prior notice if:

Scheduled Maintenance requires it;

a security incident or vulnerability needs to be remediated;

Antero is required to do so by law;

an Exceptional Circumstance affects Antero's ability to provide the Platform;

the Subscriber has failed to pay undisputed Access Fees in accordance with clause 8.3; or

the Subscriber is in material breach of these Terms.

Suspension does not affect any rights or obligations that accrued before or after the suspension period.

5.4 Limitations

The Subscriber acknowledges that access to the Platform depends on factors outside Antero's control, including the Subscriber's internet service provider and telecommunications infrastructure. Antero is not liable for any Loss caused by such factors.

6. Important Acknowledgements

As a fundamental condition of these Terms, the Subscriber acknowledges and agrees that:

The Platform is a compliance management tool designed to assist aged care providers in organising evidence, tracking conformance, and generating documentation in connection with the Aged Care Quality Standards. It is not a substitute for professional legal, clinical, regulatory, or compliance advice.

Compliance with the Aged Care Quality Standards, and with the Aged Care Act 1997 (Cth) and related instruments, is the sole responsibility of the Subscriber. The Platform assists in managing evidence and documentation but does not guarantee or warrant that use of the Platform will result in, or constitute, regulatory compliance.

The Aged Care Quality Standards and associated regulatory requirements are subject to change. Antero will endeavour to update the Platform to reflect material changes to the Standards but does not guarantee that the Platform will be updated immediately upon any regulatory change. The Subscriber is responsible for monitoring regulatory developments applicable to its operations.

Any information, content, or outputs provided by Antero or generated by the Platform are general in nature and must not be relied upon as legal, regulatory, clinical, or professional advice.

7. Support Services

7.1 Support

Antero will provide support services during business hours (8:00 am – 6:00 pm AEST, Monday to Friday) via email, phone, and digital ticketing. Antero's support personnel are not legally or clinically trained, and support services are technical in nature.

7.2 Response Times

Antero will acknowledge and respond to support requests according to the following priority tiers:

Priority 1 (Critical – complete inability to use Platform): acknowledgement and remediation commenced within 15 minutes; resolved within 1 hour.

Priority 2 (High – material degradation): acknowledgement within 30 minutes; resolved within 4 hours.

Priority 3 (Medium – non-critical function affected): acknowledgement within 1 Business Day; resolved within 3 Business Days.

Priority 4 (Low – minor issue or enquiry): acknowledgement within 1 Business Day; resolved within 5 Business Days.

The Subscriber determines the initial priority of a support request. Priority may be revised by mutual agreement.

7.3 Subcontractors

Antero may engage subcontractors to assist in delivering the Platform and support services. Antero will ensure any subcontractor with access to Subscriber Data is bound by confidentiality and data protection obligations at least as onerous as those in these Terms. Antero will notify the Subscriber if any subcontractor holding Subscriber Data is located outside Australia.

7.4 Third-Party Services

The Platform may rely on third-party services (including hosting, email delivery, and monitoring infrastructure). Antero will use reasonable endeavours to minimise the impact of any third-party outage or failure on the Subscriber's experience but accepts no liability for disruptions caused by third-party service providers outside Antero's reasonable control.

8. Payment

8.1 Fees

The Subscriber agrees to pay the Access Fees as set out in the applicable Order Form. Access Fees may be structured on a monthly or annual billing cycle as elected by the Subscriber at the time of subscription. Annual subscribers pay for a full 12-month period upfront and receive access to the Platform for that entire period. All fees are exclusive of GST unless stated otherwise.

8.2 Invoicing and Payment

Antero will issue invoices in accordance with the billing cycle set out in the Order Form. Unless otherwise agreed, payment is due within 28 days of the invoice date.

8.3 Late Payment

If the Subscriber fails to pay undisputed fees within 30 days of the due date, Antero may, after providing written notice, restrict or suspend access to the Platform in accordance with clause 5.3 and/or terminate this Agreement in accordance with clause 15.1. Late payment does not affect the Subscriber's obligation to pay amounts due.

8.4 Fee Changes

Antero may adjust Access Fees on renewal by providing the Subscriber with at least 30 days' prior written notice. For annual subscribers, any fee change takes effect only at the next renewal date and not mid-cycle. For monthly subscribers, fee changes take effect from the next billing cycle following the notice period. If the Subscriber does not accept the revised fees, the Subscriber may terminate in accordance with clause 15.2 prior to the renewal date.

9. Subscriber Obligations

9.1 General

The Subscriber must:

ensure its Authorised Users are appropriately trained in the use of the Platform;

use the Platform only in accordance with these Terms and any applicable documentation;

promptly notify Antero of any event or incident likely to affect access to or use of the Platform;

comply with all applicable laws in connection with its use of the Platform, including the Aged Care Act 2024 (Cth), the Aged Care Rules 2025 (Cth), and Privacy Law; and

co-operate with Antero as reasonably required for Antero to perform its obligations under these Terms.

9.2 Accuracy of Subscriber Data

The Subscriber is solely responsible for the accuracy, completeness, and legality of all Subscriber Data uploaded to or stored on the Platform. Antero is not responsible for any Loss arising from errors, inconsistencies, or failures in Subscriber Data.

9.3 Mutual Obligations

Each party must perform its obligations under these Terms with reasonable care, skill, and diligence, and in compliance with all applicable laws.

10. Indemnity

10.1 Subscriber Indemnity

The Subscriber indemnifies Antero and its personnel against any Claim or Loss arising from: (a) errors, inaccuracies, or failures in Subscriber Data; (b) acts or omissions of the Subscriber or its Authorised Users; (c) the Subscriber's breach of these Terms; or (d) fraud or wilful misconduct of the Subscriber or its personnel.

10.2 Antero Indemnity

Antero indemnifies the Subscriber and its personnel against any Claim or Loss arising from: (a) Antero's negligent act or omission; or (b) fraud or wilful misconduct of Antero or its personnel.

10.3 Notification

A party seeking indemnification must promptly notify the indemnifying party of any Claim in writing and allow the indemnifying party the opportunity to participate in the defence or resolution of the Claim. An indemnifying party is not liable to the extent a Claim is caused or contributed to by the indemnified party.

11. Intellectual Property

11.1 Antero Technology

Antero owns all Intellectual Property Rights in the Antero Technology. Nothing in these Terms transfers ownership of the Antero Technology to the Subscriber.

11.2 Subscriber Data

The Subscriber retains ownership of all Subscriber Data. The Subscriber grants Antero a non-exclusive, royalty-free licence to access, store, and use Subscriber Data for the sole purpose of providing the Platform and related services during the Term.

11.3 Aggregate Data

The Subscriber acknowledges that Antero may use de-identified, aggregated data derived from Subscriber Data (which cannot identify the Subscriber or any individual) for the purposes of improving the Platform, developing new features, and for internal analytics. Such aggregate data is owned by Antero.

11.4 Outputs

Outputs generated by the Platform from Subscriber Data are owned by the Subscriber, subject to these Terms. Antero makes no warranty as to the accuracy or completeness of Outputs.

11.5 Survival

This clause 11 survives termination or expiry of these Terms.

12. Data Security and Privacy

12.1 Data Hosting

Antero will store all Subscriber Data on infrastructure located in Australia. Certain ancillary services (such as email delivery or system monitoring) may involve limited data transmission to overseas service providers; in such cases, Antero will ensure that no Personal Information or sensitive compliance data is transmitted in identifiable form.

12.2 Security Measures

Antero will implement and maintain appropriate technical, physical, and organisational measures to protect Subscriber Data against unauthorised access, disclosure, alteration, or loss, including:

access controls and authentication;

encryption of data at rest and in transit;

regular security assessments and vulnerability scanning;

annual penetration testing by an independent provider; and

business continuity and disaster recovery procedures (RTO: 1 hour; RPO: 15 minutes).

12.3 Backups

Antero is responsible for maintaining backups of Subscriber Data held within the Platform's managed infrastructure. Antero will retain Subscriber Data for up to seven years following termination of these Terms, unless the Subscriber requests earlier deletion, to the extent required by law.

12.4 Security Breach

If Antero becomes aware of a security breach or suspected breach that may affect Subscriber Data, Antero will:

notify the Subscriber within the timeframe required by applicable law and the SLA;

investigate and use best endeavours to contain and remediate the breach;

provide the Subscriber with a written incident report including cause, timeline, and remediation actions;

take reasonable steps to prevent recurrence; and

retain relevant system logs for at least seven years.

A failure by Antero to comply with this clause 12.4 constitutes a material breach of these Terms.

12.5 Subscriber Security Obligations

The Subscriber is responsible for the security of its own systems and for any loss or compromise of Subscriber Data arising from actions, omissions, or systems outside Antero's control.

13. Confidential Information

13.1 Definition

"Confidential Information" means any information disclosed by one party (the "Discloser") to the other (the "Recipient") in connection with these Terms that: (a) is by its nature confidential; (b) is designated confidential by the Discloser; (c) the Recipient knows or ought reasonably to know is confidential; or (d) relates to the business, finances, clients, pricing, or strategies of the Discloser. It does not include information that is publicly known through no fault of the Recipient, independently developed by the Recipient, or disclosed to the Recipient without restriction by an authorised third party.

13.2 Obligations

Each party must: (a) keep the other party's Confidential Information strictly confidential; (b) use it only for the purposes of these Terms; and (c) not disclose it to any third party without prior written consent, except to its employees, contractors, and professional advisers on a need-to-know basis who are bound by equivalent confidentiality obligations, or as required by law or a regulator.

13.3 Survival

Confidentiality obligations survive termination or expiry of these Terms for a period of 10 years.

13.4 Injunctive Relief

Each party acknowledges that a breach of this clause 13 may cause irreparable harm not adequately compensated by damages, and that injunctive or other equitable relief may be an appropriate remedy.

14. Privacy

Each party agrees to comply with all Privacy Laws in respect of Personal Information collected, held, used, or disclosed in connection with these Terms. The Subscriber warrants that it has obtained all consents required by Privacy Law from individuals whose Personal Information is uploaded to the Platform. Antero will handle Personal Information in accordance with the Antero Privacy Policy available at getcoverage.com.au/privacy (or such other URL as Antero may publish), which forms part of these Terms.

15. Termination

15.1 Termination for Cause

Either party may terminate these Terms immediately by written notice if: (a) the other party is in material breach and has failed to remedy it within 30 days of written notice specifying the breach; (b) the breach is incapable of remedy; or (c) an Insolvency Event occurs in respect of the other party.

15.2 Termination for Convenience

The Subscriber may terminate these Terms for any reason by providing 30 days' prior written notice to Antero. The following applies on termination for convenience:

(a) Monthly subscribers: the Subscriber remains liable for Access Fees accrued up to and including the effective date of termination. No further fees are payable after that date.

(b) Annual subscribers: the annual Access Fee for the current subscription period is non-refundable. No pro-rata refund will be provided for any unused portion of the annual term, except where Antero is in material breach of these Terms or as otherwise required by law. The Subscriber will not be charged for any subsequent renewal period.

15.3 No Prejudice

Termination does not affect any accrued rights or obligations of either party.

16. Consequences of Termination or Expiry

Upon termination or expiry of these Terms:

the Subscriber's licence to access the Platform ceases immediately;

Antero will provide reasonable assistance to export or migrate Subscriber Data to an alternative system or storage on request, at the Subscriber's cost, for a period of 30 days following termination;

all undisputed amounts owing become immediately due and payable; and

each party must promptly return or (if requested) destroy the other party's Confidential Information, subject to clause 13.3.

In the event of an Insolvency Event in respect of Antero, Antero will grant the Subscriber a non-revocable licence to use the Platform until the Subscriber can reasonably transition to an alternative solution, and will transfer access to the infrastructure on which the Platform operates.

17. Liability

17.1 Exclusion of Consequential Loss

To the fullest extent permitted by law, and except in relation to the indemnity at clause 10.2, Antero will not be liable to the Subscriber for any Consequential Loss arising out of or in connection with these Terms, even if Antero has been advised of the possibility of such loss.

17.2 As Is Basis

To the fullest extent permitted by law, the Platform is provided on an "as is, where is" basis. Antero makes no representation or warranty that the Platform will be free from errors or interruption, or that Outputs will be accurate or complete.

17.3 Limitation of Liability

To the fullest extent permitted by law, Antero's aggregate liability to the Subscriber (whether in contract, tort, under statute, or otherwise) arising out of or in connection with these Terms is limited to the greater of: (a) the total Access Fees paid by the Subscriber in the 12 months immediately preceding the event giving rise to liability; or (b) AUD $50,000.

17.4 Australian Consumer Law

Nothing in these Terms limits or excludes any right or remedy of the Subscriber under the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) that cannot lawfully be excluded or limited.

17.5 Professional Indemnity Insurance

Antero will maintain professional indemnity insurance of not less than $10,000,000 and will provide evidence of current coverage to the Subscriber on request.

18. Goods and Services Tax

Unless expressly stated otherwise, all amounts in these Terms are exclusive of GST. If GST applies to a taxable supply made under these Terms, the recipient must pay the amount of GST in addition to the consideration otherwise payable, subject to receiving a valid tax invoice.

19. Dispute Resolution

19.1 Negotiation

If a dispute arises in connection with these Terms, the party raising the dispute must give written notice to the other party setting out the nature of the dispute and the outcome sought. The parties must attempt to resolve the dispute by good-faith negotiation within 10 Business Days of that notice.

19.2 Mediation

If the dispute is not resolved by negotiation within 20 Business Days, either party may refer it to mediation administered by a mediator recommended by the Resolution Institute (or equivalent body), with the costs of mediation shared equally unless otherwise agreed.

19.3 Litigation

If the dispute is not resolved within 30 Business Days of the original notice (or such extended period agreed in writing), either party may commence litigation. Exhaustion of the negotiation and mediation steps is a condition precedent to commencing litigation, except for urgent injunctive or declaratory relief.

19.4 Urgent Relief

Nothing in this clause 19 prevents either party from seeking injunctive or other urgent relief from a court without first following the dispute resolution process.

20. Notices

Notices under these Terms must be in writing and delivered by email or post to the addresses set out in the Order Form (or as updated by written notice). Email notices are effective on confirmed delivery to the recipient's email server. Postal notices are effective two Business Days after posting within Australia.

21. Governing Law and Jurisdiction

These Terms are governed by the laws of Queensland, Australia. Each party irrevocably submits to the non-exclusive jurisdiction of the courts of Queensland and the Federal Court of Australia.

22. Miscellaneous

22.1 Assignment

The Subscriber may not assign or transfer any right or obligation under these Terms without Antero's prior written consent, not to be unreasonably withheld. Antero may assign these Terms to a related body corporate or to a successor entity in connection with a merger or acquisition, with 30 days' prior written notice to the Subscriber.

22.2 Severability

If any provision of these Terms is illegal, invalid, or unenforceable in any jurisdiction, it is severed from these Terms in that jurisdiction, and the remaining provisions continue in full force.

22.3 Waiver

A waiver of any right under these Terms must be in writing and signed by the waiving party. No other act, omission, or delay constitutes a waiver.

22.4 Variation

Subject to clause 2.3, an amendment to these Terms is not effective unless in writing and signed by both parties or, in the case of amendments by Antero, effected in accordance with clause 2.3.

22.5 Entire Agreement

These Terms (together with any applicable Order Form) constitute the entire agreement between the parties in relation to the Platform and supersede all prior representations, agreements, and understandings, whether written or oral.

22.6 Publicity

Neither party may issue a press release or public statement specifically referencing the other party's use or provision of the Platform without the other party's prior written consent, not to be unreasonably withheld.

22.7 Counterparts

These Terms may be accepted or executed in any number of counterparts, including electronically, each of which is an original.

22.8 Further Assurance

Each party must promptly do all things reasonably necessary to give full effect to these Terms.

Contact

For questions about these Terms, please contact:

Antero Software Pty Ltd

45 McLachlan Street, Fortitude Valley QLD 4006

Email: coverage@antero.com.au

Web: getcoverage.com.au