Master Terms · Version 3.0 · October 2026 · RTO Grow Pty Ltd (ABN 51 246 891 780), Mandurah, Western Australia

Parties. RTO Grow Pty Ltd (ABN 51 246 891 780) of Mandurah, Western Australia ("we", "us", "RTO Grow") and the customer named in the Schedule ("you", "your").

Structure. This agreement is made up of these master terms and the Schedule signed with them. The Schedule holds everything specific to you: your plan, your fees, your allowances and any special terms. Where the Schedule conflicts with the master terms, the Schedule prevails. Where the Schedule is silent, these master terms apply.

Plain English. This agreement is written in plain English on purpose. Where it says something plainly, that is what it means. Headings are for navigation, not to limit what a clause says.

1. What you are buying

The subscription. A subscription to the RTO Grow platform — student management, learning management, assessment tools and the other features in your plan — plus any setup, training and services listed in the Schedule.

What we supply. Software, plus configuration and content-production work carried out at your direction. We supply tools and hosting. We do not supply compliance services, regulatory advice, consulting, audit representation, assessment validation or any professional service of that kind. Clause 13 sets this out fully and is a core term of this agreement.

Scope. The subscription covers the organisation named in the Schedule and the number of workspaces shown there. Anything not listed in the Schedule is not included. We quote everything else in writing before we do it.

Platform changes. We keep developing the platform. New features, updated interfaces and changes to the underlying tools are part of what you are buying — as long as we do not remove something from your plan to your detriment (clause 4 covers that).

2. Term, fees and paying

Term. This agreement starts on the start date in the Schedule and runs for 12 months ("the term"). It then continues under clause 3.

Plans bought online — cancel any time. If you bought your plan online, you can cancel at any time in Settings → Billing. Cancelling stops your plan renewing: it ends at the end of the billing period you have already paid for (the month, or the year if you pay yearly), and you keep full use of the platform until then. We do not refund any part of a billing period that has already been paid, including the rest of a year paid up front. Nothing further is owed after that period ends. The paragraph “Monthly payments do not shorten the term” does not apply to a plan bought online.

Handover start date. Where the Schedule says the start date is "handover", the term begins on the day we give your administrator access to a workspace ready to use, or 30 days after we receive your first payment, whichever comes first. Handover does not wait on content still to come from your side.

Fees. Your fees are set out in the Schedule. All fees are in Australian dollars and exclude GST, which is added to every invoice. Fees for out-of-scope work are charged at the rates in the Schedule, or at our standard rates at the time of the request, and are always quoted in writing before we start.

Billing. Monthly in advance, or yearly up front, as the Schedule says. A plan bought online is paid by card and charged automatically on each billing date; you can see every invoice and payment in Settings → Billing.

Payment terms. Invoices we send you (for example for setup or content work) are due within 14 days of the invoice date unless the Schedule says otherwise. On amounts unpaid after the due date we may charge interest at 10% a year, calculated daily, and recover the reasonable costs of collecting the debt, including collection agency and legal costs. We will always contact you before taking recovery action.

Monthly payments do not shorten the term. This applies to agreements we sign with you for a fixed 12-month term (not to a plan bought online). If you pay monthly and end this agreement before the term ends, the fees for the remaining months are still payable — unless you end under clause 4, we end under clause 17.5, or you end because of our breach under clause 17.6(c).

Your price is locked for the term. Your plan fee does not change during a term except under clause 4. Agreed out-of-scope work and top-ups are quoted separately and do not affect your plan fee.

Disputed invoices. If you dispute an invoice in good faith, tell us in writing within 7 days of the invoice date. We will not charge interest or take suspension action on the genuinely disputed portion while the dispute is being resolved under clause 21. Undisputed amounts are still due on time.

3. Renewal and price review

At the end of each term this agreement continues for another 12 months unless either of us gives written notice at least 30 days before the term ends. A plan bought online simply keeps renewing each billing period until you cancel it (clause 2).

We tell you the fee for the next term in writing at least 60 days before the term ends. Unless you agree otherwise in writing, any increase will be no more than 5%.

If you do not want to continue at the new fee, give notice under the paragraph above. Nothing continues without you having had the chance to say no.

No automatic uplift beyond 5%. If we do not send a renewal notice within the required timeframe, your existing fee carries over into the next term.

4. Changes we make during a term

We keep improving the platform, and features change. If we change what your plan covers in a way that is to your detriment — for example, removing a feature you have been using or reducing an allowance — we tell you in writing at least 30 days before the change takes effect.

You may then end this agreement before the change takes effect, and we will refund the prepaid fees for the unused part of the term on a pro-rata basis.

Any other change to these master terms must be in writing and signed by both of us. Changes to the Schedule may be agreed in writing (including email) without a full re-signing.

5. Students

How students are counted. Your plan includes the number of students per contract year shown in the Schedule. A student is counted once, in the contract year their first enrolment starts, regardless of how many courses they do that year.

Never counted. The following are never counted toward your student allowance:

enquiries and applications you do not accept
enrolments cancelled within a cooling-off period or fully refunded
demo, test and preview students
student records migrated from another system at onboarding
your staff (administrators, trainers, assessors — see below)
students on a course you have delivered to us as a white-label service (where we invoice separately)

Staff are never counted or charged. Administrators, trainers, assessors and anyone else you give staff-level access to are included without limit on any plan.

Headroom and top-ups. You get 10% headroom above your plan allowance at no charge. Past the headroom, we move you to the next plan for the rest of your term and charge the difference, pro-rata. Nothing is backdated and there is never a per-student bill. At renewal you sit on the plan your real numbers fit, up or down. We never charge for additional students without notifying you first in writing.

Active-student counting. If the Schedule counts active students instead of enrolled students, that basis applies: a student is active while enrolled and progressing in at least one course, and stops counting when they complete, withdraw or are marked inactive.

Completed records. We retain the records of students who have completed or withdrawn, at no charge, for as long as you are a customer.

6. Units

What is a unit. A unit means one unit of competency, one non-accredited course or one VOC assessment: its learner guide, its assessment tools and its mapping, however many drafts and versions you work through. Reworking, re-versioning or rebuilding a unit you already hold in your workspace does not count as a new unit.

Your plan includes capacity. Your plan includes capacity for the number of units in the Schedule. Beyond that, each additional unit is charged at the rate in the Schedule.

One-off means one-off. You pay for a unit once. You are never billed for it again, you may edit it as often as you like while your subscription runs, and you may export it at any time under clause 9. The fee is for building the unit; hosting it is part of your subscription.

Where we build a unit. Building is separate work at the rate in the Schedule, quoted before we start. Building from material you already hold is generally the harder job: we fit our structure around your format, preserve contextualisation you have already invested in, and match your templates. We tell you which rate a unit falls under before we build it.

Content pricing. Current rates are $1,000 per unit where RTO Grow builds the unit from scratch, and $500 per unit where you author the content yourself using the platform tools and we configure and format it. These rates may be updated in the Schedule for individual agreements.

Training packages and regulatory changes. Where a training package or competency standard changes after we have built a unit, updating the unit to reflect those changes is billable work, quoted in advance.

7. AI tools and fair use

Available but optional. AI tools are available in your workspace. Nothing is generated unless one of your people asks for it.

Course content only. AI tools used to build and improve your content work on course and training-package content only. They never process student records, student submissions or assessment answers, and no student record is sent to an AI model. One exception: your public course pages include a chat assistant (on unless you switch it off). Whatever a visitor types into it, for example a question about a course, is sent to our AI provider to answer it. The assistant does not ask for personal details, and you can switch it off at any time.

Live captions on voice recordings. When someone records a voice answer or note, the platform can show a live transcript using the web browser’s own speech recognition. In some browsers (for example Google Chrome) the browser sends the audio to its maker’s servers, which may be outside Australia. The recording itself is always stored in Australia. You can switch live captions off for your whole workspace at any time in Settings → Privacy & confidentiality.

Humans make all assessment decisions. AI never marks a student and never decides competency. Every assessment judgement is made and signed off by your qualified trainer or assessor.

AI output is always a draft. Your trainers and assessors review, edit and validate AI-generated content before it is used. We make no representation that AI-generated content meets any training package, regulatory or funding-body requirement. That judgement is yours.

You own what you create. Content your people create using the AI tools is yours. Where you upload source material, you confirm you hold the rights to do so.

Fair use. AI drafting is included rather than metered. Fair use means approximately 10 AI-assisted drafts per unit, plus your plan's monthly AI photo allowance in the Schedule. If your use goes materially beyond that, we will contact you and agree an appropriate allowance before making any change. We will not cut off access mid-build without warning, and we will not invoice you for use you had no prior notice about.

Model changes. We may change the underlying AI models at any time, provided the overall capability is maintained or improved. We will notify you of any material change.

No compliance warranty. AI drafting tools are productivity aids. We make no warranty, express or implied, that AI-generated content satisfies the requirements of any training package, ASQA standard, state regulatory body, funding contract or client obligation.

8. Your content and data

You own everything. You own all content you put into the platform and everything you create on it: your course material, assessments, forms, templates, student records, evidence and reports. We process them on your behalf and for no other purpose.

We do not use your data to train AI. We never use your data — including course content, student records or any material you upload — to train an AI model.

Data residency. Your data is stored on servers located in Australia: the database, file storage, application servers and email all run in Australia. AI features send the content they work on (course and training-package content, and chat-assistant questions as described in clause 7) to our AI providers, which may process it outside Australia; they do not use it to train their models. Live captions on voice recordings are covered in clause 7. We will notify you in writing before making any change to where your stored data is held.

Your right to manage your content. You may add, edit or delete any content in your workspace at any time, without asking us and without charge.

Aggregate data. We may use de-identified, aggregated information about platform usage to run, secure and improve the platform. Aggregated means it cannot identify you, your staff or any individual student. We never share your data with another customer.

Versioning — compliance requirement. Content a student has submitted against is versioned, not overwritten. You can still edit the content; the version the student used at the time of submission stays attached to their record. Each published version is kept, with who published it and when.

Publishing is always your act. Content we build for you is delivered as a draft. You or your staff publish it. We never publish content on your behalf.

Privacy Act compliance. The platform holds personal information about your students. We process that information on your behalf as a service provider under the Australian Privacy Act 1988 (Cth). Our Privacy Policy at rtogrow.com.au/privacy-policy sets out how we handle personal information and your obligations. You are responsible for ensuring your own use of the platform complies with the Australian Privacy Principles and any applicable state privacy legislation.

Security. We maintain reasonable technical and organisational security measures appropriate to the nature of the data we process. We will notify you promptly if we become aware of a data breach that affects your data, in accordance with the Notifiable Data Breaches scheme.

9. Getting your material out

At any time, at no charge, you may export:

learner guides as Word (.docx) or PDF
interactive courses as SCORM 1.2 packages
student records, enrolments, results, competency outcomes and finance data as CSV
your students’ assessment evidence (per student or per class, including attached files) and your issued certificates
assessment questions, answer keys and mapping as PDF
AVETMISS NAT files in the current national format

Honest about the format limit. No file format transfers a fully interactive assessment into another learning management system ready to run. PDF is what you get for assessment export. This is true of every platform on the market, not just ours.

After this agreement ends. When this agreement ends, your data stays available for export for 60 days at no charge. After that, it is deleted from our active systems within a further 30 days, and from backups within 90 days of the end of the export window.

We never hold your data back. We will never charge you to take your data, withhold it because an invoice is overdue, or impose conditions on export. Clause 17.1 may allow us to suspend your workspace, but it does not affect this clause.

Extension on request. If you are subject to an active audit, regulatory inquiry or legal proceeding at the time this agreement ends, we will grant a reasonable extension of the export window on written request. We may charge a nominal hosting fee for any extension beyond 90 days.

Your retention obligations. RTOs are legally required to retain certain records for specified periods — in many cases, certificates and statements of attainment for up to 30 years. This platform holds your records while you are a customer; it is not a statutory archive. Export everything you need under this clause before you leave.

10. Support and service levels

Business days are Monday to Friday, Western Australian time, excluding Western Australian public holidays.

The rule: questions are free, hands on your workspace are hours, and faults are never billed.

10.1 Faults. If something in the platform is not working as it should, report it and we fix it at no charge, for as long as you are a customer. We acknowledge within one business day. Where a fault prevents you from enrolling a student, marking an assessment or issuing a certificate, we respond on the same business day and treat it as high priority.

10.2 Questions. How-do-I questions by email or in the platform are answered within one business day. There is no limit on the number of questions you can ask.

10.3 Onboarding. We allocate the onboarding hours shown in the Schedule. You may reschedule a session with at least one business day's notice; a session missed without notice counts as delivered.

10.4 Hands-on hours. Customising, configuring, building, data entry, reworking, extra training and sitting with your team use the hands-on hours included in the Schedule. Unused hours carry forward into the next quarter only, then lapse. They are not refundable or convertible. Work beyond your included hours is charged at the rate in the Schedule and quoted in writing before we start.

10.5 Service level. Standard support applies as described above unless the Schedule sets a higher level. Where the Schedule sets specific response times or service credits, those apply as written, and service credits are the only remedy for missing them.

10.6 Escalation. If a fault is not resolved within 5 business days of being reported at standard priority, or within 2 business days at high priority, you may escalate in writing to a senior contact we will name in the Schedule. We will respond to an escalation within one business day.

11. Reports

Every standard report and export in the platform is included in your plan. Standard reports include enrolment reports, student progress reports, assessment completion reports, competency outcome reports, certificate registers and the standard AVETMISS NAT file exports.

Custom reports. If you need a report in a format the platform does not already produce, tell us what it must contain and we will build it as hands-on work under clause 10. You tell us what the report must show; we build it to your specification.

AVETMISS. We produce AVETMISS NAT file exports in the current standard format. Whether the data your submission contains meets your jurisdiction's validation rules and reporting requirements is your responsibility. We do not submit AVETMISS data to any collection authority on your behalf.

Funding-body reports. We do not advise on what any funding body, regulator, or third-party client expects to see in a report. What to report, and whether a report satisfies any external obligation, is your judgement.

12. What we do not promise

Scope limits. Anything not listed in the Schedule is not included. This clause sets out specific things that are not part of any standard plan.

Third-party and government integrations. Some features rely on third-party or government-operated services, including:

USI Web Services (operated by the Office of the Student Identifiers Registrar)
payment processing (Stripe)
email delivery infrastructure
identity and authentication providers
any training package or competency-standard databases

Where a feature relies on one of these services, its availability depends on that service. Outages, changes, or discontinuation of a third-party service are outside our control and are not platform faults for the purposes of clause 10.1. Where a government or third-party service becomes unavailable, we will make reasonable efforts to find an alternative or workaround and will notify you promptly.

USI verification. We are an approved Digital Service Provider for the USI scheme. You connect your organisation to us in the ATO’s Relationship Authorisation Manager. We facilitate USI creation and verification but do not guarantee the availability of the USI Registry System, which is operated by the Australian Government. A USI Registry outage is not a platform fault. Your obligation to verify USIs before issuing statements of attainment remains yours.

CRICOS and overseas students. CRICOS registration, PRISMS reporting, overseas student management and any related integration with Commonwealth systems are not included in any standard plan at this time. If you hold CRICOS registration or intend to enrol overseas students, contact us before signing to discuss availability, scope and pricing. Nothing in this agreement obliges us to support CRICOS functionality.

AVETMISS compliance. We produce AVETMISS exports in the current standard NAT format. We do not warrant that the data your submission contains will pass your jurisdiction's validation rules, satisfy your reporting obligations, or be accepted by your collection authority. Data accuracy and submission are your responsibility.

Integrations with other systems. We do not connect RTO Grow to your other systems (enrolment platforms, accounting software, LMS, CRMs) unless the Schedule says so. Any integration is scoped and quoted separately.

Offline use. Offline capture — filling a form or marking on a device without a network connection and syncing later — is not currently supported. Where there is no signal, uploads wait until the device reconnects.

Availability. Unless the Schedule sets a specific uptime SLA, we do not guarantee uninterrupted service. Planned maintenance is carried out outside Western Australian business hours where possible. We are not liable for downtime caused by events outside our reasonable control, including:

power or internet outages (ours, yours or your students')
failures of upstream providers (hosting, email, identity, CDN)
cyber attacks we have taken reasonable precautions against
government direction, epidemic, fire, flood, or industrial action

If the platform is unavailable, our obligation is to restore it as quickly as reasonably practicable. An outage does not create a refund, fee reduction or extension of term, except where the Schedule or the Australian Consumer Law requires otherwise.

Business continuity. Your business continuity planning — including how you access student records, conduct assessments and maintain RTO operations during a platform outage — is your responsibility and part of your compliance function under clause 13. We back up the platform daily. Following a catastrophic data loss event, our obligation is to restore from the most recent backup.

Regulatory technology. The platform is designed with the regulatory environment in mind, but it is not itself a compliance tool. Features that produce AVETMISS exports, USI checks, certificate registers, or training and assessment records are tools you use; how you use them to meet your obligations is your responsibility.

13. Compliance and copyright — your responsibility

Important. This clause is a core term. Read it before signing. If you have questions about its effect, seek independent legal or compliance advice before you sign.

13.1 RTO Grow is a software company, not a compliance service. We are not compliance managers, compliance consultants, RTO consultants, auditors, validators or legal advisers, and we do not hold ourselves out as any of those things. Nothing we supply constitutes regulatory, compliance or legal advice — not the platform, its templates, forms, reports or registers, content we build for you, documentation or videos we provide, or anything our staff or contractors say to you in a call, meeting, email, message or training session. Any opinion one of our people expresses on a compliance question is an informal observation, not professional advice, and nothing you may rely on. You confirm you have had the opportunity to obtain your own compliance and legal advice before signing.

13.2 You keep your own compliance function. You are solely responsible for your compliance function. You confirm you have competent compliance people in your organisation, and that compliance decisions are made by them — not by us, and not by reference to what the platform does or does not do.

13.3 Your registration is yours. Meeting the Standards for RTOs (or any successor standard), your AVETMISS and state reporting obligations, your scope of registration, your validation obligations, your conditions of registration and every other regulatory obligation is entirely your responsibility. Using this platform does not, by itself, achieve or maintain registration, satisfy any standard, or clear an audit finding. We do not warrant that any template, form, report, register, workflow or content is compliant with, or sufficient for, any standard, training package, funding contract or regulator's expectation.

13.4 We do not deal with your regulator. We do not represent you to ASQA, the VET Regulator in your state, any funding body or any other authority. We do not attend audits, prepare audit submissions or certify anything for submission. Where you ask for data to support a submission you are making, we provide it as data; what to submit, and its accuracy, is your decision. If a regulator contacts us about you, we will tell you promptly (unless the law prevents us), give only what we are legally required to give, and allow you the opportunity to manage the engagement yourself first.

13.5 Content we build is built to your instructions. Where we build or convert a unit, guide, assessment, form or report, we do it to your specification and from material you supply or direct us to use. Everything we build is delivered as a draft; your people review, validate, correct and publish it. We are not the validator, we do not sign off content, and we make no representation that anything we build meets any training package, ASQA or funding-body requirement. The same applies to anything drafted using AI tools under clause 7.

13.6 Copyright and licensing are yours. You are responsible for holding every right and licence needed to use, upload, convert, adapt and deliver any material you give us or ask us to build from — including material from a previous system, a related company, a client, an employer, a partner or an agent. Before we work with any third-party material, you confirm in writing that you hold those rights. We rely entirely on that confirmation and do not verify ownership.

13.7 Indemnity. You indemnify us, our directors, officers, employees and contractors against all claims, losses, damages, penalties, fines and reasonable costs (including legal costs on a full indemnity basis) arising from or in connection with: (a) material you supplied or asked us to load without holding the necessary rights; (b) your breach of any regulatory obligation, condition of registration, funding contract or applicable law; (c) any claim by a student, employer, client, partner, funding body or regulator arising from your training, assessment, certification or record-keeping decisions; (d) any reliance on an informal opinion contrary to clause 13.1; and (e) any act or omission of your staff or contractors in connection with the platform.

13.8 No liability for regulatory outcomes. To the maximum extent the law allows, we are not liable for any audit finding, non-compliance finding, rectification or direction notice, sanction, condition, suspension, cancellation or non-renewal of registration, loss of funding, loss of contract or any other regulatory, contractual or commercial consequence affecting you — however it arises, including where it relates to the platform or to content we built for you. A regulatory outcome does not entitle you to a refund, a fee reduction or to end this agreement early.

13.9 Your statutory record-keeping obligation. You must retain student records, certificates, training and assessment records, and all other records for the periods required by law. This platform holds your records while you are a customer; it is not a substitute for your statutory archive. Export everything you need under clause 9 before this agreement ends.

14. Using the platform

You must:

keep your log-in credentials secure, not share passwords, and tell us immediately if you suspect any unauthorised access to your workspace
take responsibility for everything done under your accounts, including anything done by people you give access to
when we load material from another system on your behalf, provide written authority first, share credentials only through a secure method we agree on, and revoke those credentials when the work is complete
tell us promptly about any legal claim, threat or demand involving the platform or your use of it
not settle any claim that affects us without our written agreement
tell us promptly if your organisation's name, contact details or authorised signatories change

You must not:

upload anything unlawful, infringing, abusive, defamatory or malicious
attempt to circumvent our security measures or access another customer's data or workspace
send unsolicited bulk messages through the platform
resell, sublicense, white-label or rebrand the platform or any part of it without our prior written agreement
copy, reverse engineer, decompile or attempt to extract the platform's source code or underlying architecture
use the platform in a way that degrades its performance for other customers
represent yourself as an agent, partner or reseller of RTO Grow without our written agreement
use the platform for any purpose other than running your own registered training organisation or non-accredited training business, or (on Team Grow) managing your own workforce’s training and credentials

Payment processing. If you take student payments through the platform, you connect your own Stripe account. We never hold your bank details, settlement funds or card data. Your relationship with Stripe is governed by Stripe's own terms. Changes to Stripe's fees, terms or availability are Stripe's responsibility, not ours.

Credentials provided to us. Where you share third-party system credentials (aXcelerate, Google, Moodle, or similar) to enable migration or integration work, you remain responsible for the security and authorisation of those credentials. Revoke them as soon as the work is complete.

15. What you confirm

By signing, you confirm that:

the person signing has authority to bind your organisation to this agreement
your organisation is solvent and able to pay its debts as they fall due
the contact details in the Schedule are current, and you will notify us promptly of any change
you have had the opportunity to trial the platform and are satisfied it is fit for your purposes
you hold the rights described in clause 13.6
where you deliver nationally recognised training, you hold a current RTO registration (or are in the process of obtaining one) and will notify us if your registration is suspended, cancelled, or not renewed
you have read and understood clauses 13 and 20, and accept their effect

16. Refunds

Setup and content work. Setup fees and content-building fees are not refundable once we have commenced the work.

Subscription fees. Subscription fees paid in advance are not refundable once the term (or, for a plan bought online, the billing period) has started. Cancelling a plan bought online stops future payments; it does not refund the current period. Prepaid support hours are not refundable.

Three exceptions. We refund the prepaid fees for the unused part of the term on a pro-rata basis if:

you end this agreement under clause 4 because we changed your plan to your detriment
we end this agreement under clause 17.5 (our choice to end)
you end this agreement under clause 17.6(c) because of our unremedied material breach

Australian Consumer Law. Nothing in this clause limits any right you have under the Australian Consumer Law that cannot be excluded by contract.

17. Suspension and ending

17.1 Overdue invoices. If an invoice is more than 14 days overdue, we may suspend your workspace and pause support after giving you at least 7 days' written notice. Suspension does not stop the term running or reduce what you owe. We will not withhold your data; clause 9 applies at all times, including during any suspension.

17.2 Your breach. We may suspend or end this agreement if you breach clause 14 or another material term and do not fix the breach within 14 days of our written notice describing it. If the breach puts the platform, other customers' data or our systems at immediate risk, we may suspend your workspace immediately and tell you why within 24 hours.

17.3 Loss of registration. We may suspend your workspace and pause new enrolments if your RTO registration is suspended or cancelled. We will notify you before taking this step where practicable. This does not end the agreement or affect your obligation to pay fees, but it does suspend our active delivery obligations. If your registration is not reinstated within 60 days, either party may end this agreement by written notice.

17.4 Insolvency. We may end this agreement by written notice if you become insolvent, an administrator, receiver or liquidator is appointed over you or your assets, you enter a voluntary administration or deed of company arrangement, or you make any arrangement with your creditors generally.

17.5 Our choice to end. We may end this agreement for any reason by giving you at least 30 days' written notice. We will refund the prepaid fees for the unused part of the term on a pro-rata basis, and clause 9 applies in full.

17.6 Your choice to end. You may end this agreement: (a) at the end of a term by notice under clause 3; (b) under clause 4 if we change your plan to your detriment; or (c) if we materially breach this agreement and do not fix it within 30 days of your written notice describing the breach. If you bought your plan online, you may also end it at any time by cancelling in Settings → Billing, as set out in clause 2.

17.7 Fees on ending for your breach. If we end this agreement under clause 17.2, 17.3 or 17.4, all fees for the remainder of the term fall due and are immediately payable.

17.8 After ending. You stop using the platform. Clause 9 applies. The following clauses survive ending: 8 (your content and data), 9 (getting your material out), 13 (compliance and copyright), 16 (refunds), 18 (confidentiality), 19 (intellectual property), 20 (liability), 21 (disputes) and 23 (general).

18. Confidentiality

Neither of us discloses the other's confidential information to any third party without the other's written consent, except as this clause allows.

What is confidential. For you: your student data, course material, business data, controlled documents and the commercial terms of this agreement. For us: our pricing, platform architecture, source code, roadmap and commercial arrangements.

Permitted disclosures. Either party may disclose confidential information to: legal, financial or compliance advisers who are bound by equivalent confidentiality obligations; employees, contractors or subcontractors who need it to perform their obligations and are bound by appropriate confidentiality obligations; or a regulator or court that requires it by law (in which case the disclosing party gives the other as much notice as practicable).

Publicity. We will not name you publicly as a customer — in case studies, testimonials, our website, presentations or marketing materials — without your prior written agreement. You may choose to provide a testimonial or allow us to reference you at any time; we will ask.

Duration. Confidentiality obligations survive for 3 years after this agreement ends, except for trade secrets and student personal data, which remain confidential indefinitely.

19. Intellectual property

The platform is ours. The RTO Grow software, its code, structure, design, templates (as distributed) and all intellectual property in them are and remain ours. Your subscription is a right to use the platform as this agreement allows. Nothing here transfers ownership of any part of the platform to you.

Your content is yours. Nothing here affects your ownership of your own content under clause 8.

Content we build for you. Where we build content for you under clause 6 or otherwise, and you have paid for it, that content is yours on payment. Until payment, it remains ours. We grant you a licence to use it from delivery. On payment, ownership transfers to you.

Our IP warranty. We warrant that your use of the platform, as permitted by this agreement, does not infringe the intellectual property rights of any third party. If a third-party claim arises, we may: (a) modify or replace the affected part so it no longer infringes; or (b) if that is not reasonably practicable, end this agreement and refund the prepaid fees for the unused term. This warranty does not cover your content, material you supply to us, or anything you combine with the platform.

Feedback. If you give us feedback, suggestions or ideas about the platform, you give us a perpetual, royalty-free licence to use them without restriction. We have no obligation to act on feedback.

20. Liability

To the maximum extent Australian law allows:

our total liability to you arising from or in connection with this agreement (whether in contract, tort, statute or otherwise) is limited to the total fees you paid us in the 12 months immediately before the event giving rise to the claim
we are not liable for any indirect, consequential, special or punitive loss or damage — including loss of profit, revenue, business, opportunity, goodwill or data beyond our restoration obligations under clause 9 or clause 12
we are not liable for the regulatory outcomes described in clause 13.8
our liability is reduced proportionately to the extent your own act, omission or breach contributed to the loss

Multiple claims. The cap in this clause applies to the aggregate of all claims in connection with this agreement, not to each claim individually.

ACL. Where our liability cannot be excluded under the Australian Consumer Law but can be limited, our liability is limited (at our option) to supplying the relevant service again, or paying the cost of having it supplied again. Nothing in this agreement excludes any guarantee, right or remedy that cannot lawfully be excluded under the Australian Consumer Law or any other applicable legislation.

Mutual. The limits in this clause apply to both parties.

21. Sorting out a disagreement

If something goes wrong, neither of us starts court proceedings straight away.

The party with the issue puts it in writing to the other, clearly describing the problem and what they want.
Both parties genuinely try to resolve it within 14 days of that notice.
If that fails, both parties go to mediation before either starts proceedings. If we cannot agree on a mediator within 14 days of mediation being proposed, one is appointed by the President of the Law Society of Western Australia. We share the mediator's cost equally; each party pays its own legal costs.
Only after mediation has been attempted — or the other party has refused to participate — may either party start court proceedings.

Carve-outs. This process does not prevent either party from seeking urgent injunctive or other urgent interim relief from a court, or us from recovering an undisputed unpaid invoice through the courts or a debt collection process.

Continued performance. Both parties continue to perform their obligations under this agreement during a dispute unless a court or mediator orders otherwise.

22. Notices

Notices under this agreement must be in writing and sent by email to the notice address in the Schedule, or to a new address a party has given by written notice.

A notice is treated as received when sent, unless the sender receives an automated delivery failure. A notice sent after 5:00 pm Western Australian time, or on a day that is not a Western Australian business day, is treated as received at 9:00 am on the next business day.

Routine operational communications (support requests, questions, project updates) may be by any method your plan supports.

23. General

Document hierarchy. Where documents conflict, this order governs: (1) special terms in the Schedule; (2) these master terms; (3) standard Schedule items not superseded by special terms; (4) the quote or pricing document named in the Schedule; (5) the RTO Grow Privacy Policy at rtogrow.com.au/privacy-policy.

Your purchasing terms do not apply. This agreement governs over any purchase order, supplier registration form or vendor terms of yours — even if those documents say otherwise or are issued after this agreement. A purchase order is only a method of authorising payment.

Entire agreement. These documents are the entire agreement between us on their subject matter. You confirm you have not relied on any statement, representation, promise or opinion made by us or our people that is not written in them — in particular, any statement about compliance, registration, audit, reporting, integrations or the sufficiency of any content. This does not exclude liability for fraud.

Transfer. Neither party may transfer or assign rights or obligations under this agreement without the other's written consent, except that we may transfer this agreement to any entity that acquires the RTO Grow business or the platform, by giving you written notice. You may not transfer your subscription to a related entity without our consent.

Relationship. We are independent businesses. This agreement does not create a partnership, joint venture, employment relationship or agency. Neither party may bind the other.

Events outside our control. Neither party is liable for delay or failure caused by events genuinely outside their reasonable control (force majeure), except for paying money that is owed. The affected party notifies the other promptly and uses reasonable efforts to minimise the impact. If the force majeure event continues for more than 60 consecutive days, either party may end this agreement by written notice.

Waiver. A right under this agreement is only waived in writing. Delay in exercising, or failure to exercise, a right is not a waiver.

Severance. If any part of this agreement is invalid, illegal or unenforceable, that part is severed and the rest of the agreement continues in full force.

Counterparts and electronic execution. This agreement may be signed in counterparts and by electronic means (including DocuSign, Adobe Sign and equivalent platforms). Each counterpart is an original. Each signatory confirms they are authorised to sign for the party they represent.

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.

24. Disclaimers and warranties

Platform provided as-is. To the maximum extent permitted by law, the platform and all services are provided "as is" and "as available". We disclaim all implied warranties, representations and conditions, including any implied warranty or condition of merchantability, fitness for a particular purpose, title, non-infringement, or that the platform will be error-free, uninterrupted or meet your specific requirements — except to the extent such warranties cannot be excluded under the Australian Consumer Law.

No guarantee of outcomes. We do not warrant that using the platform will result in any particular business outcome, enrolment growth, revenue, cost saving, audit result, accreditation outcome or any other specific result. The platform is a tool; outcomes depend on how you use it, your own operations and factors entirely outside our control.

No absolute security. No software system is completely secure. We maintain reasonable security measures as described in clause 8, but we cannot guarantee that the platform will be free from unauthorised access, cyberattack, data loss or interruption. We are not liable for any loss arising from a security event that we have taken reasonable precautions against.

Beta and preview features. From time to time we make features available as beta, preview or early access. These features are experimental, provided without warranty of any kind, and may be changed, removed or not completed. We are not liable for any loss arising from your use of a beta feature. We will tell you when a feature is beta, preview or early access.

Training package and standards content. Training packages, units of competency, competency standards, assessment conditions and related regulatory instruments are the intellectual property of their respective owners (the Commonwealth, industry bodies and standard-setting organisations). We do not warrant that any reproduction, reference or extract of that material in the platform is current, complete or accurate. You are responsible for verifying currency directly with the relevant training package owner or regulatory body.

Third-party content and links. The platform may reference or link to third-party content, resources or websites. We are not responsible for the accuracy, currency or availability of that content. A link or reference does not constitute our endorsement.

Connectivity and devices. The platform requires a working internet connection and a compatible device and browser. We are not responsible for performance issues arising from your internet connection, device, operating system or browser choice.

No advice. Nothing on the platform, in our documentation, in our communications, or in any training or onboarding session constitutes legal, compliance, tax, financial, human resources or professional advice of any kind. You must obtain your own professional advice before making decisions that rely on any information provided through the platform or by our staff.

25. Subcontracting

We may subcontract. We may engage subcontractors, including developers, content builders, support staff and technical specialists, to perform any part of our obligations under this agreement. We remain responsible to you for the performance of those obligations regardless of who performs them.

Confidentiality. We require any subcontractor who accesses your data or workspace to be bound by confidentiality obligations no less protective than clause 18.

Data processing. Where a subcontractor processes personal information on our behalf, we ensure that arrangement complies with the Australian Privacy Act 1988 (Cth) and our Privacy Policy. We do not transfer your student data outside Australia without your prior written consent.

Disclosure. If you ask us, we will tell you the categories of subcontractors we use (for example, cloud hosting, email delivery, AI model providers). We will not disclose the identity of individual subcontractors where that information is commercially sensitive, unless required by law.

26. Compliance with laws

Both parties. Each party agrees to comply with all applicable laws, regulations, and codes in performing its obligations and exercising its rights under this agreement — including the Australian Consumer Law, the Privacy Act 1988 (Cth), the Competition and Consumer Act 2010 (Cth), applicable anti-bribery and anti-corruption laws, and the National Vocational Education and Training Regulator Act 2011 (Cth) as relevant to each party.

Export and sanctions. You must not use the platform in any way that would cause us to violate applicable export control, sanctions or trade laws.

Spam and electronic communications. Any electronic communications you send through or in connection with the platform must comply with the Spam Act 2003 (Cth) and the Do Not Call Register Act 2006 (Cth). You are responsible for obtaining any consents required.

Your RTO obligations. You are solely responsible for complying with the Standards for RTOs, your conditions of registration, applicable state legislation, funding contract terms, and the requirements of ASQA or any other body with jurisdiction over your training operations. Nothing in this agreement limits or modifies those obligations.

27. Assessment tools and the limits of automated checking

Important. This clause applies to every automated check, mapping output, coverage indicator, completeness report or percentage shown in the platform. Read it before relying on any of these outputs.

27.1 You design your assessment system. You decide what evidence is collected, how it is gathered, what conditions apply, how the principles of assessment and the rules of evidence are met, and how assessment is validated. The platform gives you tools to help record and organise that system; it does not design it for you.

27.2 Automated checks cannot judge whether evidence would demonstrate competence in the workplace, whether assessment conditions match your delivery context, whether a task suits your learner cohort, whether the volume and quality of evidence is sufficient, or whether any particular judgement about a student is correct. Those judgements require a qualified person who knows the unit, the industry and your students.

27.3 Mapping outputs, coverage indicators, percentages and completeness checks are aids to a human reviewer. They are not a review, not a pre-use review under the Standards for RTOs 2025, and not validation. A 100% mapping score does not mean an assessment is valid, suitable or compliant.

27.4 Before any assessment tool is used with students, a qualified person in your organisation must review it in full and approve it for use. This applies whether the tool was drafted by AI, purchased, imported, built by us or written from scratch.

27.5 All assessment judgements, competency decisions, RPL and credit transfer outcomes, LLND determinations and academic integrity findings must be made by appropriately qualified people in your organisation. Any suggestion, score or flag produced by the platform is not a decision.

27.6 The platform will miss things. You must not treat the absence of a warning or error as evidence of compliance or of the adequacy of an assessment.

28. Training product currency

28.1 You are responsible for monitoring training.gov.au for changes to the training products on your scope of registration, and for meeting the transfer, completion and enrolment requirements that apply when a product is superseded, expired, removed or deleted from the national register.

28.2 Where the platform displays training product data or flags an apparent change to a unit or qualification, that is a convenience feature only. It may lag behind the national register and does not tell you what action your circumstances require. You must verify the current status of any training product directly with training.gov.au before making registration, enrolment or certification decisions.

28.3 When a training product changes, updating your content, assessment tools, mapping, training and assessment strategies, and student records is your responsibility. It does not happen automatically. We can assist as hands-on work under clause 10, quoted in advance.

Acceptance

This agreement is accepted online. the person accepting for the Customer accepted it for the Customer on the date of acceptance by reading it and ticking “I accept” before paying. Accepting online has the same effect as signing (clause 23, counterparts and electronic execution), and the person accepting confirms they are authorised to bind the Customer. RTO Grow Pty Ltd (ABN 51 246 891 780) agrees to these terms by offering them online. A copy of exactly what was accepted is kept in your account under Settings → Billing.

Schedule

This Schedule forms part of the RTO Grow Service Agreement between the parties named below.

Part A — The Parties

Customer legal name	the Customer
ABN / ACN	the Customer's ABN
Registered address	the Customer's address
RTO registration number	the Customer's RTO code
Accepted by	the person accepting for the Customer
Primary contact for notices	the Customer's contact
Notice email address	the Customer's email
Phone	the Customer's phone

Part B — Plan & Fees

Plan name	the plan the Customer chooses
Start date	the date the plan starts
Term	Plans bought online: renews each billing period; cancel any time, effective at the end of the period already paid, no refunds (clause 2). Signed agreements: 12 months.
Billing frequency	monthly or yearly, as the Customer chooses
Plan fee (excl. GST)	the fee for that plan
Student allowance (per contract year)	the plan's student allowance
Unit capacity (included in plan)	the plan's unit capacity
Additional students	No per-student charge. 10% over your allowance costs nothing; past that we move you to the next plan for the rest of your term and charge the difference, pro-rata (clause 5)
Additional LMS units	A block of 10 more for $400 a month ($300 on Scale); when the next plan costs the same or less, we move you up instead
Content work — units you author, we configure and format	$500 per unit
Top-up rate — units built by RTO Grow (from scratch)	$1,000 per unit
Top-up rate — units built by RTO Grow (from client material)	$500 per unit
Hands-on hours included per quarter	Scale 5, Enterprise 10 (after year one); none on Lite, Starter, Launch or Grow
Hands-on hourly rate (beyond included)	$180 per hour, quoted first, or a prepaid block of 10 hours for $1,600
Onboarding hours included (year one)	Starter 5, Launch 5, Grow 10, Scale 20, Enterprise 40; none on Lite
Onboarding hourly rate (beyond included)	$180 per hour, quoted first
AI photo allowance (per month)	Lite and Starter 50, Launch 150, Grow, Scale and Enterprise 300
Number of workspaces	1
Escalation contact (name & email)	mini@rtogrow.com.au

Part C — Scope & Setup

Units included in setup	None, unless agreed with us in writing
Units RTO Grow will build	None, unless agreed with us in writing
Data migration	None, unless agreed with us in writing
Integrations included	None
CRICOS	Not included (see clause 12)
USI verification	Available once you connect your organisation in the ATO’s Relationship Authorisation Manager
Stripe payment integration	Available (your own Stripe account, clause 14)
Custom branding (colours, logo)	Yes

Part D — Special Terms

The following terms vary or add to the master terms for this customer. Where they conflict with the master terms, these special terms prevail.

None, unless agreed with RTO Grow in writing (including by email).

Part E — Service Level

Uptime target	Standard (no SLA)
High-priority fault response	Same business day
Standard fault response	1 business day
Service credit	Not applicable

Part F — Standard Disclaimer Block

The following disclaimer applies to all proposals, quotes, scope documents, emails and other communications sent by RTO Grow to existing and prospective customers, and forms part of this agreement.

RTO Grow is software. RTO Grow Pty Ltd is not a registered training organisation, a regulator, a compliance consultant, an auditor or a validator, and nothing we provide is legal, compliance or financial advice. Compliance checks, prompts, templates and warnings in the platform are aids. They do not confirm compliance, and the absence of a warning does not mean something is compliant.

Your RTO remains responsible for meeting the Standards for RTOs 2025, the conditions of your registration, your reporting obligations and your funding obligations. All AI-generated content is a draft for review and must be reviewed and approved by a suitably qualified person in your organisation before it is used with students. All assessment decisions must be made by appropriately qualified people in your organisation.

Part G — AI and Human Review Notices

The following notices apply to your use of the RTO Grow platform at all times, whether or not they are shown on screen at the time. They set out the scope of the platform's automated checks and the limitations they carry.

Before content and assessment tools are used with students, you confirm that:

I have reviewed this content and its assessment tools in full, including any AI-generated material.
It has been checked against the current version of the unit on training.gov.au and our training and assessment strategy.
I am satisfied the assessment will gather sufficient, valid, authentic and current evidence, and that the assessment conditions can be met.
This review was carried out by a person holding the credentials required for it.
I am authorised to approve it for use with students.

RTO Grow's checks are an aid only. They cannot judge whether an assessment is valid or suitable for your learners, and they will miss things only a human reviewer can see.

Next to compliance checks and status indicators:

Compliance checks are an aid, not an assessment. No warning does not mean compliant.

Reporting and export screen:

Check this file before you lodge it. Passing validation here does not guarantee acceptance. Your RTO is responsible for the accuracy of submitted data.

Before any export of student data:

Once downloaded, this data is outside RTO Grow's security controls. Store and share it securely.

AI marking or feedback suggestions:

Suggested outcome only. The competency decision must be made by a qualified assessor.