Last Updated: December 18, 2025

This Customer Agreement (“Agreement”) is a legally binding contract between you, the customer (“Customer” or “you”), and Atlas Agri Solutions Pty Ltd (ACN 637 187 716) and its related bodies corporate (collectively referred to as “Atlas Ag”, “we”, “our”, or “us”). This Agreement governs your access to and use of our Atlas Grazing software, services, mobile apps, content, and related support (“Services”).

This Agreement is binding on any use of the Services and applies from the time you register for the Services. By registering for or using the Services, you acknowledge that you have read, understood, and agree to the terms and conditions of this Agreement. If you do not agree with any of the terms and conditions of this Agreement, you may not trial, purchase, or continue to use the Services.

If you are entering into this Agreement on behalf of an entity or organisation, you represent and warrant that you have the full authority to bind that entity or organisation to the terms of this Agreement.

1. Definitions and Interpretation

1.1. The following definitions apply unless the context requires otherwise:

• Acceptable Use Policy: The policy governing the acceptable use of the Services, as set out in clause 6.3 of this Agreement.
• ACN: Australian Company Number.
• Authorised User: An individual authorised by Customer to access and use the Services under Customer’s account, whose access is managed by Customer.
• Commencement Date: The date Customer registers for the Services.
• Confidential Information: Information of a confidential nature disclosed by one party to the other, or learned or accessed by, or to which the other party is exposed as a result of entering into this Agreement, excluding information publicly known (unless due to a breach of this Agreement).
• Customer Data: Any data, information, images, documents, or other content (including Personal Information) that Customer or its Authorised Users input, upload, or submit to the Services.
• Derivative Materials: Materials, data, insights, works, or other things derived or created by or on behalf of Atlas Ag from or by reference (wholly or partly) to the Customer Data, provided such Derivative Materials do not incorporate Customer Data or Confidential Information in a form that could reasonably identify any individual or Customer.
• Fee Schedule: The document or pages on the Atlas Ag Website (or other notified platform) detailing the specific pricing, components, and inclusions for each Subscription Plan, which may be updated by Atlas Ag from time to time.
• Fees: The Subscription Fees and any other applicable charges payable by Customer to Atlas Ag as set out in the Fee Schedule or any Order Form.
• Force Majeure Event: An event or cause beyond the reasonable control of the party claiming force majeure, as described in clause 14.1.
• Intellectual Property Rights: All industrial and intellectual property rights of any kind, including copyright, trademarks, patents, design rights, and trade secrets, whether registered or not.
• Laws: All applicable laws, rules, regulations, proclamations, ordinances, by-laws, mandatory codes of conduct, writs, orders, injunctions, and judgments.
• Order Form: Any document executed by Atlas Ag and Customer for the purchase of Services, which incorporates this Agreement by reference.
• Personal Information: Has the meaning given to it in the Privacy Act 1988 (Cth).
• Privacy Policy: The privacy policy of Atlas Ag, available on its Website, as updated from time to time.
• Services: The Atlas Grazing software (website and mobile application), information management tools, and any other services provided to Customer and Authorised Users by Atlas Ag under this Agreement, including any updates, modifications, or improvements.
• Subscription Plan: The specific tier of Services (e.g., Hobby, Core, Management, Performance) selected by Customer, as described in the Fee Schedule.
• Subscription Term: The period for which Customer has subscribed to a Subscription Plan.
• Website: The internet site at [INSERT NEW CONSOLIDATED WEBSITE URL HERE] or any other site operated by Atlas Ag.

1.2. Interpretation rules (e.g., headings for convenience, singular includes plural) as commonly used in legal documents apply.

2. Term and Trial Period

2.1. This Agreement commences on the Commencement Date and continues until terminated in accordance with its terms.

2.2. Free Trial:    *   Atlas Ag may offer free trial periods for evaluation purposes, with the duration and specific inclusions varying by Subscription Plan and current promotions.    *   Any Customer Data entered or generated during a trial period will be retained by Atlas Ag.    *   If Customer does not convert to a paid Subscription Plan by the end of the trial period, Customer's access to the Services will terminate or be suspended as set out in clause 13.

3. Provision of Services

3.1. During the Subscription Term, Atlas Ag grants Customer a limited, non-exclusive, non-transferable, and revocable licence to access and use the Services in accordance with the Subscription Plan you have subscribed to and on the terms and conditions of this Agreement.3.2. Atlas Ag agrees to provide and make available the Services to Customer during the Term, and use commercially reasonable efforts to make the Services available 24/7, subject to planned downtime and Force Majeure Events.3.3. Atlas Ag reserves the right to modify, enhance, or discontinue any feature, functionality, or component of the Services at any time. Atlas Ag will provide 60 days' notice for any material change (including the removal of a significant feature) that may adversely affect Customer's use of their current Subscription Plan. If Customer does not agree to such a material change, Customer may terminate this Agreement at the end of their then-current Subscription Term without penalty, by providing written notice.

4. Subscription Plans and Features

4.1. The Services are offered under various Subscription Plans (e.g., Hobby, Core, Management, Performance), with differing features, functionalities, limitations, and pricing. The specific features and inclusions for each Subscription Plan are detailed on the Atlas Ag Website or within the Atlas Grazing application, and these external resources are incorporated by reference into this Agreement.4.2. Tier Selection: Customer determines their Subscription Plan, either through their account management tools or by contacting Atlas Ag Sales.4.3. Upgrades: If Customer upgrades their Subscription Plan during an active Subscription Term, the change will take effect immediately. For annual payers, Atlas Ag will issue a pro-rata invoice for the upgrade difference for the remainder of the current Subscription Term. For monthly payers, the increase in monthly charges will apply from the next billing cycle.4.4. Downgrades: Downgrading a Subscription Plan may result in the loss of features or capacity of the Services. Atlas Ag does not accept any liability for any such loss.

5. Use of Services

5.1. Licence Restrictions: Customer must not, and must ensure its Authorised Users do not:    *   Copy, modify, reproduce, republish, distribute, or display any portion of the Services except where expressly permitted herein or under Law.    *   Rent, lease, sub-license, loan, translate, merge, adapt, vary, or modify the Services.    *   Disassemble, decompile, reverse engineer, or create derivative works based on the Services.    *   Provide or otherwise make the Services available in whole or in part to any person other than Authorised Users without prior written consent from Atlas Ag.    *   Infringe Atlas Ag’s Intellectual Property Rights or those of any third party.    *   Bypass any security measures or access controls of the Services.

5.2. Acceptable Use Policy: Customer must, and must ensure its Authorised Users do not:    *   Use the Services in any unlawful manner, for any unlawful purpose, or in a manner inconsistent with this Agreement or Laws.    *   Act fraudulently or maliciously, for example, by hacking into or inserting malicious code, viruses, or harmful data.    *   Transmit any material that is defamatory, offensive, harmful, or otherwise objectionable.    *   Use the Services in a way that could damage, disable, overburden, impair, or compromise Atlas Ag’s systems or security or interfere with other users.    *   Collect or harvest any information or data (other than Customer Data uploaded to the Services) from, or attempt to decipher any transmissions to or from, the servers used by Atlas Ag.    *   Access or use the Services by any unauthorised means (including using any bot, script, spider, crawler, scraper, or automated device).    *   Infringe the privacy or other legal rights of individuals, including uploading Personal Information without consent.

5.3. Customer Data Ownership & Use:    *   As between Customer and Atlas Ag, Customer retains all rights, title, and interest in and to Customer Data.    *   Customer grants Atlas Ag a perpetual, worldwide, non-exclusive, royalty-free, transferable licence (including a right to sub-licence) to use, reproduce, distribute, prepare derivative works of, modify, display, and perform Customer Data to provide the Services, improve the Services, and to create Aggregated Data and Derivative Materials.    *   Customer acknowledges and agrees that Atlas Ag may access, use, and process Customer Data to the extent necessary to provide, improve, and support the Services, detect and address threats to security, and resolve service requests.

5.4. Derivative Materials:    *   Customer acknowledges and agrees that Atlas Ag may create Aggregated Data and Derivative Materials from the Customer Data, provided such Aggregated Data and Derivative Materials do not incorporate Customer Data or Confidential Information in a form that could reasonably identify any individual or Customer.    *   Atlas Ag may use such Aggregated Data and Derivative Materials for product development, research, improving the Services, and for generating industry benchmarks, reports, or public statements that do not identify any individual or specific farm.    *   All Intellectual Property Rights in any Aggregated Data and Derivative Materials vest solely with Atlas Ag.

5.5. User Management:    *   Customer is solely responsible for managing its Authorised Users, including granting and revoking access, setting permissions for different user types (e.g., the 5 user types available in Atlas Grazing), and ensuring that all Authorised Users comply with the terms of this Agreement.    *   Customer acknowledges that Atlas Ag acts as a "Processor" of Customer Data, providing the platform, while Customer is the "Controller" and ultimately responsible for its own data management, user access, and data compliance within the Services' capabilities.

5.6. Data Input and Accuracy:    *   Atlas Ag may provide tools for importing Customer Data, including automated migration from other products (such as MaiaGrazing) and manual upload processes.    *   Customer is solely responsible for the accuracy, completeness, legality, and reliability of all Customer Data (including imported data) entered or otherwise provided to the Services.    *   Atlas Ag is not responsible for any output, analysis, advice, or decisions derived from inaccurate, incomplete, or unlawful Customer Data provided by Customer.

5.7 Customer Responsibility for Updates:  *   Customer is responsible for ensuring that all Software Updates, patches, or modifications provided or made available by Atlas Ag for the Services on Customer's devices are installed as soon as reasonably practicable. Atlas Ag shall not be liable for any failure of the Services, breach of any warranty, or any issues arising from the Services not complying with the Agreement or applicable Law, to the extent caused by Customer's failure to install such Updates.

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6. Fees, Invoicing, and Payment

6.1. Fees: Customer must pay the Fees for the Services as set out in the Fee Schedule and any Order Form.6.2. Fee Schedule: The Fee Schedule, detailing the specific pricing for each Subscription Plan (including fixed base fees and flexible fees based on average annual livestock numbers) and any other applicable charges, is incorporated by reference into this Agreement and can be found on the Atlas Ag Website or will be provided via an Order Form. The Fee Schedule may be updated by Atlas Ag from time to time.6.3. Livestock-Based Pricing: For Core, Management, and Performance Subscription Plans, the flexible component of the Fees is determined by Customer's self-reported average annual livestock numbers. Atlas Ag reserves the right to conduct periodic audits or verification of these numbers. If Customer's actual usage significantly exceeds their declared range, Atlas Ag may adjust the Subscription Plan and Fees accordingly.6.4. Payment Frequency & Upgrades: Fees are payable monthly or annually, as selected by Customer, with a discount typically applied for annual payments. If Customer upgrades their Subscription Plan during an active Subscription Term, the change will take effect immediately. For annual payers, Atlas Ag will issue a pro-rata invoice for the upgrade difference for the remainder of the current Subscription Term. For monthly payers, the increased Fees will apply from the next billing cycle.6.5. Promotions and Discounts: Any discounts, promotions, or competitions offered by Atlas Ag are subject to separate terms and conditions published by Atlas Ag, and Customer’s participation and acceptance of any such offer implies acceptance of those terms.6.6. Price Changes: Atlas Ag reserves the right to change its Fees. Atlas Ag will provide Customer with at least 60 days' notice of any such price changes. For existing customers, the new Fees will apply from their next renewal date following the 60-day notice period. If Customer does not agree to a price change, Customer may terminate this Agreement without penalty at the end of their then-current Subscription Term by providing written notice prior to the renewal date.6.7. Late Payment & Suspension: Any Fees not paid by the due date may accrue interest at a rate specified in the Fee Schedule. If payment is not received, Atlas Ag will provide Customer with notice.    *   After 15 days of a missed payment, access to the account will remain, but a notice will be displayed to all users.    *   After 30 days, access for Authorised Users below Account Manager will be restricted to view-only.    *   After 45 days, the account will be placed on hold, and Customer must contact Atlas Ag to reinstate access.    *   Atlas Ag reserves the right to suspend or terminate Services immediately for persistent late payment or failure to pay.6.8. GST & Taxes: All Fees are exclusive of GST unless otherwise stated. Customer is responsible for payment of all applicable taxes and duties in addition to the Fees.

7. Intellectual Property Rights

7.1. Atlas Ag IP: All Intellectual Property Rights in and to the Services (including any updates, modifications, or improvements, and all software, documentation, and underlying technology) and in any Aggregated Data and Derivative Materials, remain with Atlas Ag and/or its licensors at all times. Nothing in this Agreement transfers such rights to Customer.7.2. Customer IP: Customer retains all Intellectual Property Rights in Customer Data.7.3. Comments & Feedback: Any comments, feedback, ideas, or suggestions (collectively, "Comments") provided by Customer to Atlas Ag through the Services are owned by Atlas Ag. Customer assigns all rights in such Comments to Atlas Ag, and Atlas Ag may use and exploit such Comments without restriction or obligation to Customer.

8. Confidential Information

8.1. Each party (the "Recipient") must keep Confidential Information of the other party (the "Discloser") confidential and must not disclose or use it for any purpose other than as contemplated by this Agreement.8.2. A Recipient may disclose Confidential Information to its employees, legal advisors, or service providers who need to know the information for the purpose of this Agreement, provided they are bound by similar confidentiality obligations.8.3. This clause does not apply to information required to be disclosed by Law or with the Discloser's prior written consent.

9. Privacy

9.1. Atlas Ag collects, uses, stores, and discloses Personal Information about Customer and Authorised Users in accordance with its Privacy Policy. Customer acknowledges that they have read and understood the Privacy Policy.9.2. By providing Personal Information to Atlas Ag, Customer consents to its collection, use, storage, and disclosure as described in the Privacy Policy.9.3. Customer must not use the Services, or permit the Services to be used, in any manner or for any purpose prohibited by any Privacy Laws.

10. Disclaimer of Warranties

10.1. Customer agrees and acknowledges that, to the extent permitted by Law, Atlas Ag:    *   Does not represent, warrant, or accept any liability in relation to the accuracy, currency, reliability, or quality of the Services or any advice, suggestions, recommendations, or other information contained within the Services.    *   Does not represent or warrant that the Services are free from errors or omissions, or that they are exhaustive.    *   Disclaims any warranties, representations, or endorsements, express or implied, with regard to the Services, including all implied warranties of merchantability, fitness for a particular purpose, or non-infringement.10.2. The Services are provided "as-is" and "as available." Atlas Ag does not warrant that the use of the Services will be uninterrupted, timely, or error-free. Atlas Ag is not responsible for delays, disruptions, or other faults to the Services that are beyond our reasonable control, including problems with the public internet and network of Customer and its Authorised Users.10.3. Customer acknowledges and agrees that any data, recommendations, opinions, and findings provided through the Services are based on assumptions and qualifications that may change, be incorrect, or contain errors. Atlas Ag has not, save as specifically stated, independently verified the accuracy, completeness, and currency of the Customer Data or any other third-party information provided to the Services.

11. Indemnification

11.1. Customer Indemnity: Customer shall defend, hold harmless, and indemnify Atlas Ag and its Personnel (the "Atlas Ag Indemnified Parties") from and against any loss, damage, cost, expense (including reasonable legal fees), or liability suffered or incurred by the Atlas Ag Indemnified Parties arising out of or in connection with:    *   Any breach of this Agreement by Customer or its Authorised Users.    *   Any claim that Customer Data infringes the Intellectual Property Rights or privacy-related rights of a third party.    *   Any claim arising from Customer's or its Authorised Users' use of the Services.    *   Any loss or damage to property arising from Customer's or its Authorised Users' wrongful act or omission.11.2. Atlas Ag Indemnity: Subject to clause 11.1(b), Atlas Ag shall defend, hold harmless, and indemnify Customer from and against any loss, damage, cost, expense (including reasonable legal fees), or liability suffered or incurred by Customer arising out of or in connection with any claim that the Services (excluding Customer Data or third-party components) infringe any Intellectual Property Right of a third party, except to the extent such loss is caused or contributed to by an act or omission of Customer.

12. Limitation of Liability

12.1. To the extent permitted by Law, and subject to clause 12.3, in no event will the aggregate liability of Atlas Ag for any loss, direct or otherwise, arising out of or in connection with this Agreement exceed the total Fees paid by Customer to Atlas Ag in the preceding six (6) month period prior to the event giving rise to the claim. This limitation is cumulative and not per incident or claim.12.2. To the extent permitted by Law, under no circumstances will Atlas Ag be liable for any consequential loss (including loss of profits, revenue, data, goodwill, or business opportunity), however caused or arising, whether in contract, tort (including negligence), or otherwise suffered or incurred by Customer in connection with this Agreement.12.3. The limitations and exclusions in this clause 12 shall apply whether the action, claim, or demand arises from breach of contract, tort (including negligence), or under any other theory of liability.12.4. Clause 12.1 does not apply to, and shall not limit, a party's liability for:    *   Death or personal injury caused by that party or its Personnel.    *   Fraud.    *   Any indemnity given in this Agreement.    *   Any matter in respect of which liability may not be limited by Law.

13. Suspension and Termination

13.1. Termination for Cause: Either party may terminate this Agreement with immediate effect by written notice if the other party:    *   Breaches any material provision of this Agreement which is not capable of remedy, or (if capable of remedy) fails to remedy the breach within 14 days after receiving written notice requiring it to do so.    *   Becomes subject to an Insolvency Event.13.2. Termination by Atlas Ag: Atlas Ag may suspend or terminate Customer's access to the Services or terminate this Agreement with immediate effect if Customer or its Authorised Users breach any of the restrictions set out in clause 5 (Use of Services), or for non-payment as described in clause 6.7.13.3. Termination by Customer for Convenience: Customer may terminate this Agreement for convenience at any time by providing at least 30 days' written notice to Atlas Ag. For annual subscriptions, such termination will take effect at the end of the current Subscription Term. For monthly subscriptions, termination will take effect at the end of the next full billing cycle after the notice period.13.4. Consequences of Termination:    *   Upon termination of this Agreement for any reason:        *   All rights granted to Customer under this Agreement shall cease.        *   Customer must cease all activities authorised by this Agreement.        *   Customer must pay all Fees incurred and/or owing up to the effective date of termination.        *   Atlas Ag may remotely disable Customer's access to the Services.    *   Data Export & Recovery: During the cancellation process, Customer will have the option to export their Customer Data for their own records. Atlas Ag will retain Customer's account data for up to 90 days following cancellation or termination (unless terminated for material breach or as otherwise required by Law) to allow for potential account recovery or further data export. After this period, Customer Data will be subject to secure deletion or de-identification in accordance with Atlas Ag's Privacy Policy.    *   Where Customer terminates this Agreement due to Atlas Ag's material breach, or non-acceptance of a material adverse change (as per clause 3.3 or 6.6), Atlas Ag will reimburse Customer for any prepaid Fees covering the period after the effective date of termination on a pro-rata basis.    *   Otherwise, all Fees paid or payable are non-refundable.13.5. Survival: Clauses 1, 5, 7, 8, 10, 11, 12, 13.4, 14, 15, and any other clauses which by their nature should survive, will survive any termination or expiration of this Agreement.

14. Force Majeure

14.1. If the performance by any party (the "Affected Party") of all or any of its obligations under this Agreement is prevented or delayed due to a Force Majeure Event, this Agreement will continue in effect, but the Affected Party will not be in breach of this Agreement for that reason, and will be granted a reasonable extension of time to complete performance.14.2. A Force Majeure Event includes any act, event, non-happening, omission, or accident beyond the reasonable control of the Affected Party, including but not limited to: acts of God, natural disasters, strikes, lock-outs or other labour difficulties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war, epidemic, impossibility of use of public or private transport networks, or acts of government.14.3. The Affected Party must promptly notify the other party of the nature and extent of the Force Majeure Event and its likely duration, and use reasonable endeavours to mitigate its effects. If a Force Majeure Event continues for more than 30 days, either party may terminate this Agreement by providing written notice to the other.

15. Dispute Resolution

15.1. Neither party may commence any court or arbitration proceedings relating to a dispute arising out of or in connection with this Agreement ("Dispute") unless it has complied with this clause, except to seek urgent interlocutory relief.15.2. A party claiming a Dispute has arisen must promptly notify the other party in writing, giving details of the Dispute. The parties must then use reasonable endeavours to resolve the Dispute.15.3. If the parties are unable to resolve the Dispute within 20 business days of notification, either party may refer the Dispute to mediation. Each party will bear its own costs in relation to complying with this clause, except for the costs of mediation, which will be borne equally by the parties.

16. Notices

16.1. Any notice given under this Agreement must be in writing and addressed to the recipient at the address or email address last notified to the sender.16.2. A notice will be taken as duly given or made when delivered or sent by email to the appropriate address, or if delivery occurs after 4pm local time or on a non-business day, at the commencement of the next business day.

17. General Provisions

17.1. Entire Agreement: This Agreement (including any Order Form or Fee Schedule incorporated by reference) constitutes the entire agreement between Customer and Atlas Ag regarding the Services and supersedes all prior agreements, understandings, and representations.17.2. Variation: Atlas Ag may amend this Agreement (including the Fee Schedule) from time to time as set out in clause 3.3 or 6.6. Customer's continued use of the Services after such amendments constitutes acceptance of the amended terms.17.3. Severability: If any provision of this Agreement is found to be void, unlawful, or unenforceable, that portion will be severed, and the remaining provisions will continue in full force and effect.17.4. Waiver: Any failure by a party to exercise a right or remedy under this Agreement does not constitute a waiver of that right or remedy.17.5. Assignment: Customer may not assign this Agreement without Atlas Ag's prior written consent. Atlas Ag may assign or novate this Agreement to an Affiliate or in connection with a sale of substantially all its assets or business without Customer's consent.

18. Governing Law and Jurisdiction

This Agreement and, to the extent permitted by law, all related matters including non-contractual matters, are governed by the laws of New South Wales, Australia. Each party irrevocably accepts the non-exclusive jurisdiction of the courts of New South Wales, Australia, and waives any right to object to the venue on any ground.

19. Contact

For any questions or concerns regarding this Agreement, please contact us at:

Email: hello@atlasag.ag

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