Terms and Conditions

Effective Date: 8 July 2026 · Rubberdesk Pty Ltd · ABN: 18 163 716 247

IMPORTANT NOTICE

bolta.space is a product operated by Rubberdesk Pty Ltd (ABN 18 163 716 247), an Australian proprietary limited company. In these Terms, references to “we”, “us”, “our”, or “Rubberdesk” are references to Rubberdesk Pty Ltd.

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THE BOLTA.SPACE PLATFORM. BY ACCESSING OR USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS OR USE THE SERVICE.

These Terms constitute a legally binding agreement between you and Rubberdesk Pty Ltd. By clicking "I Agree", creating an account, or otherwise accessing or using the bolta.space platform, you enter into this agreement on behalf of yourself and, where applicable, the entity you represent.

THE PLATFORM IS A TECHNOLOGY TOOL ONLY. RUBBERDESK IS NOT A REAL ESTATE AGENT, BROKER, ADVISOR, OR PARTY TO ANY PROPERTY TRANSACTION. ALL CONTENT DISPLAYED ON THE PLATFORM, INCLUDING PROPERTY LISTINGS, IMAGES, FLOOR PLANS, PRICES, AVAILABILITY, AND COMMERCIAL TERMS, IS SUPPLIED BY THIRD PARTIES. RUBBERDESK DOES NOT VERIFY, ENDORSE, OR GUARANTEE THE ACCURACY OR COMPLETENESS OF ANY SUCH CONTENT. SEE CLAUSES 3 AND 8 IN PARTICULAR.

1. Definitions and Interpretation

1.1 Definitions

In these Terms, unless the context otherwise requires:

"Account" means the registered user account created by or on behalf of a Subscriber to access the Platform.

"Authorised User" means any individual who is authorised by a Subscriber to access and use the Platform under the Subscriber’s Account, including employees, contractors, and agents of the Subscriber.

"Deal" means a property requirement document created by a Broker through the Platform, specifying a client’s commercial property needs, requirements, and preferences.

"Broker" means a tenant representative, buyer’s agent, or other commercial property professional who uses the Platform to create Deals, manage Shortlists, and coordinate property transactions on behalf of their clients.

"Confidential Information" means all information disclosed by one party to the other in connection with these Terms that is marked as confidential, or that a reasonable person would understand to be confidential, including but not limited to business strategies, client information, financial data, property listings, and technical information.

"Content" means any data, text, files, images, photographs, documents, floor plans, brochures, proposals, contracts, prices, availability information, lease terms, or other materials uploaded to, stored on, transmitted through, or otherwise made available via the Platform.

"Customer Data" means all data, information, and Content that is uploaded, submitted, or otherwise provided to the Platform by or on behalf of a Subscriber or User, including Personal Information of the Subscriber’s clients and contacts.

"Effective Date" means: (a) for subscriptions accepted online, the date on which the Subscriber first accepts these Terms or first accesses or uses the Platform, whichever occurs first; and (b) for subscriptions entered into under a signed Order Form, the execution date specified in that Order Form. The date shown at the top of these Terms is the date this version was published.

"Fees" means the subscription fees, usage fees, and any other charges payable by the Subscriber for access to and use of the Platform, as set out on the Platform or in any Order Form.

"bolta.space" or "Platform" means the cloud-based software-as-a-service platform operated by Rubberdesk at the domain bolta.space, including all associated web applications, APIs, mobile applications, and related services.

"Intellectual Property Rights" means all intellectual property rights, including patents, trademarks, service marks, trade names, domain names, copyrights, moral rights, database rights, design rights, trade secrets, know-how, and all other rights of a similar nature, whether registered or unregistered.

"Leasing Agent" or "Operator" means a property owner, landlord, property manager, listing agent, or their representative who registers an Account to receive Deals, list buildings, or submit property information through the Platform.

"Order Form" means any ordering document, subscription confirmation, or online order process through which a Subscriber subscribes to the Platform.

"Personal Information" has the meaning given to it under the Privacy Act 1988 (Cth) and, where applicable, the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018 (UK).

"Privacy Policy" means Rubberdesk’s privacy policy as published at bolta.space/privacy and as amended from time to time.

"Rubberdesk", "we", "us", or "our" means Rubberdesk Pty Ltd (ABN 18 163 716 247), an Australian proprietary limited company.

"Service Level Agreement" or "SLA" means the service level commitments set out in Schedule A to these Terms where (and only where) Schedule A is expressly incorporated into a signed Order Form, or as otherwise agreed in writing between the parties.

"Shortlist" means a curated selection of properties compiled by a Broker through the Platform for presentation to their client.

"Subscriber" means the entity or individual who has agreed to these Terms and holds an active subscription to the Platform. For clarity, a subscription includes a free, trial, or otherwise unpaid tier of the Platform (a "zero-fee subscription"), and a person holding a zero-fee subscription is a Subscriber for the purposes of these Terms.

"Subscription Term" means the period during which the Subscriber is entitled to access and use the Platform, as specified in the Order Form or subscription process.

"Third-Party Services" means any third-party applications, services, or integrations that interoperate with or are accessible through the Platform.

"User" means any person who accesses or uses the Platform, including Subscribers, Authorised Users, Brokers, Leasing Agents, and persons who access a Shortlist or other shared content via URL or invitation.

"User Content" means any Content uploaded, submitted, posted, or otherwise made available on or through the Platform by any User, including Brokers, Leasing Agents, and their respective Authorised Users.

1.2 Interpretation

• A reference to a statute, ordinance, code, or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments, or replacements of any of them.
• The singular includes the plural and vice versa.
• Headings are for convenience only and do not affect the interpretation of these Terms.
• Where a word or phrase is defined, its other grammatical forms have a corresponding meaning.
• A reference to "writing" includes email and other electronic communication.

2. Grant of Licence and Access

2.1 Licence Grant

Subject to the Subscriber’s compliance with these Terms and payment of all applicable Fees, Rubberdesk grants the Subscriber a non-exclusive, non-transferable, revocable, limited right to access and use the Platform during the Subscription Term solely for the Subscriber’s internal business purposes in connection with commercial property transactions.

2.2 Authorised Users

The Subscriber may permit Authorised Users to access the Platform under the Subscriber’s Account. The Subscriber is responsible for ensuring that all Authorised Users comply with these Terms and is liable for any breach of these Terms by its Authorised Users.

2.3 Access Methods; All Access Bound by These Terms

Access to the Platform is provided through registered Accounts and, for certain functions, through secure single-use or tokenised links and password-protected pages issued by the Platform (for example, links enabling a recipient to respond to a Deal, confirm availability and pricing, approve a team request, or view a shared report or shortlist). Each person who accesses the Platform by any of these methods — whether or not they hold a registered Account — is a User, and by accessing or using the Platform accepts and is bound by these Terms, including the confidentiality obligations in clause 8.3. Tokenised links and shared passwords are issued for the use of the intended recipient only and must not be forwarded, shared, or disclosed to any other person.

2.4 Restrictions

The Subscriber and its Authorised Users must not:

• Sublicense, sell, resell, transfer, assign, or distribute the Platform or any right to access the Platform to any third party.
• Modify, copy, or create derivative works based on the Platform or any part thereof.
• Reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code, structure, or underlying ideas, algorithms, or trade secrets of the Platform.
• Access the Platform in order to build, develop, train, support, or operate a product, service, dataset, machine learning model, or artificial intelligence system that competes with or is substantially similar to the Platform, Rubberdesk’s other products and services (including rubberdesk.com.au and rubberdesk.co.uk), or any feature of any of them.
• Copy, imitate, or reproduce any ideas, features, functions, workflows, designs, layouts, naming conventions, taxonomies, data models, or graphics of the Platform.
• Scrape, crawl, harvest, extract, index, mirror, cache, or systematically download Content from the Platform by any automated or manual means.
• Use any robot, spider, scraper, headless browser, automated script, AI agent, or other automated means to access, query, monitor, or interact with the Platform, except via interfaces expressly authorised by Rubberdesk in writing (such as documented APIs used within their published rate limits).
• Extract, reuse, or reutilise the whole or any substantial part (whether evaluated qualitatively or quantitatively) of the contents of any database forming part of the Platform, or perform repeated and systematic extraction of insubstantial parts that cumulatively amount to the same.
• Use Content from the Platform to train, fine-tune, evaluate, benchmark, validate, or develop any artificial intelligence, machine learning, large language model, or similar system, whether the Subscriber’s own system or that of any third party.
• Benchmark, performance test, load test, security test, or publish any performance, availability, or comparative data about the Platform, without Rubberdesk’s prior written consent.
• Aggregate, repackage, sell, license, syndicate, or otherwise commercially exploit any Content obtained from the Platform.
• Circumvent, disable, or interfere with any access control, authentication, rate limit, watermark, tracking, security, or technical protection measure of the Platform.
• Use the Platform to store or transmit any malicious code, viruses, or harmful content.
• Interfere with or disrupt the integrity or performance of the Platform or any third-party data contained therein.
• Attempt to gain unauthorised access to the Platform or its related systems or networks.
• Use the Platform in violation of any applicable law, regulation, or industry code of conduct.
• Use the Platform to send unsolicited commercial communications (spam) to Leasing Agents or other users.

Breach of any restriction in this clause 2.4 is a material breach of these Terms. Rubberdesk may suspend or terminate access immediately, seek injunctive relief without proof of damage or the posting of any bond, and recover all costs of enforcement (including legal costs on a solicitor and own client basis) from the breaching party.

2.5 Beta and Preview Features

From time to time, Rubberdesk may make features, products, integrations, or services available to Subscribers on a beta, preview, alpha, trial, evaluation, early access, or other pre-release basis (“Beta Features”). Beta Features are clearly identified as such within the Platform or in associated communications.

Notwithstanding anything else in these Terms, Beta Features:

• Are provided “as is” and “as available” with no warranty, representation, guarantee, or undertaking of any kind, whether express or implied;
• Are not covered by the Service Level Agreement in Schedule A or any uptime, availability, support, or response time commitment;
• May contain bugs, defects, errors, and incomplete functionality, and may behave unpredictably or produce inaccurate output;
• May be modified, suspended, withdrawn, replaced, or discontinued by Rubberdesk at any time, with or without notice, and Rubberdesk has no obligation to make any Beta Feature generally available or to continue offering it;
• May process, retain, or delete data differently from the generally available Platform, and the Subscriber must not store data in a Beta Feature that the Subscriber cannot afford to lose;
• Are subject to Rubberdesk’s aggregate liability cap in clause 11.2, and additionally, in respect of Beta Features specifically, Rubberdesk’s aggregate liability is further limited to AUD $100; and
• May be subject to additional or different terms presented at the time the Beta Feature is accessed, and those additional terms prevail over these Terms to the extent of any inconsistency in respect of that Beta Feature.

The Subscriber’s use of any Beta Feature is voluntary and at the Subscriber’s sole risk. By using a Beta Feature, the Subscriber agrees that any feedback, suggestions, or reports the Subscriber provides about the Beta Feature may be freely used by Rubberdesk in accordance with clause 7.4.

2.6 Acceptance via Tokenised Access; Records of Acceptance

Accessing or using the Platform through any tokenised link, single-use token, shared password, or invitation issued by the Platform constitutes acceptance of these Terms by the person so accessing, from the time of first access. The version of these Terms presented or linked at the time of access applies to that access. Rubberdesk maintains records of the issue and use of tokenised links, shared passwords, and invitations, including the time of access, the network address and device information of the accessing person, and the action taken (such as a response, quote, approval, or view). Those records, and Rubberdesk’s records of the acceptance notices displayed at the point of action, are evidence of the access and of acceptance of these Terms.

3. Nature of the Platform and User Content

3.1 Platform Role

The Platform is a technology service that enables Brokers, Leasing Agents, and their respective clients and contacts to exchange property information, requirements, and related materials. Rubberdesk:

• Is a software service provider only;
• Is not a real estate agent, broker, leasing agent, tenant representative, valuer, lawyer, or financial adviser;
• Is not licensed under any real estate, property, or financial services legislation in connection with the Platform;
• Does not act as agent for, or owe fiduciary duties to, any User or any User’s client;
• Is not a party to any property transaction, lease, licence, agreement for lease, sale, sublease, or other commercial arrangement that may arise out of or in connection with the use of the Platform; and
• Does not introduce, recommend, vouch for, or endorse any User, property, listing, building, price, term, or transaction.

3.2 No Offer; Invitation to Treat Only

All Content displayed on the Platform, including property listings, images, photographs, floor plans, brochures, prices, rents, outgoings, incentives, availability dates, lease terms, fitout descriptions, area measurements, ratings, amenities, and any other commercial information, is for general information purposes only. No Content on the Platform constitutes:

• An offer capable of acceptance;
• A representation, warranty, or guarantee by Rubberdesk;
• A solicitation, recommendation, or endorsement by Rubberdesk;
• Professional, legal, financial, valuation, taxation, or property advice; or
• A binding price quotation, reservation, or commitment of any kind.

All such Content is, at most, an invitation to treat. Any contract, agreement, or transaction entered into between Users (or between a User and a third party) must be documented through separate written instruments executed directly between those parties and is not formed through, or by reason of, the Platform.

3.3 User Content is Supplied by Users

User Content is provided by Users, not by Rubberdesk. Each Broker is solely responsible for the accuracy, completeness, and lawfulness of the Deals, client information, Shortlists, and other Content the Broker uploads or distributes. Each Leasing Agent is solely responsible for the accuracy, completeness, and lawfulness of the property listings, buildings, suites, prices, availability, images, floor plans, proposals, contracts, and other Content the Leasing Agent uploads, submits, or distributes through the Platform.

3.4 No Verification by Rubberdesk

Rubberdesk does not verify, fact-check, inspect, audit, value, appraise, or otherwise confirm the accuracy, currency, completeness, lawfulness, or quality of any User Content. Without limitation, Rubberdesk does not verify:

• Whether any listed property exists, is available, or will be available on the dates stated;
• The accuracy of any price, rent, outgoings, incentive, area measurement, lease term, or other commercial information;
• The condition, suitability, structural integrity, compliance, or fitness for purpose of any property;
• The accuracy of any image, photograph, floor plan, brochure, or visual representation;
• The authenticity, qualifications, licensing, or authority of any User to list, market, lease, sell, or otherwise deal with any property;
• Whether any User has obtained the necessary consents, licences, or authorisations from property owners, landlords, agents, or other rights holders to list or market a property through the Platform; or
• The accuracy of any proposal, contract, or other document uploaded to the Platform.

Information on the Platform may be out of date, incomplete, or incorrect. Property markets move quickly and listings change frequently. Users must independently verify all Content before relying on it.

Certain listings, availability, and pricing information displayed on the Platform are sourced from Rubberdesk’s own flexible-workspace marketplace (including rubberdesk.com.au and rubberdesk.co.uk) via API and are surfaced automatically to Brokers. Rubberdesk may also, at an operator’s request, transcribe listing updates supplied by that operator (for example, updates sent by email to listings@rubberdesk.com). In each case the underlying information is and remains supplied by the relevant operator: the sourcing, display, or transcription of that information by Rubberdesk does not constitute verification, endorsement, recommendation, or any representation as to its accuracy, and clauses 3.2, 3.4, 3.6, and 10 apply to that Content in full.

3.5 User Content Warranties and Licence

By uploading, submitting, or otherwise making available any User Content on or through the Platform, the User warrants and represents that:

• The User owns or has all necessary rights, licences, consents, and authorisations to upload the Content and to grant the licence in this clause;
• The User has obtained all necessary consents from any individuals whose Personal Information appears in the Content;
• The User has obtained the consent of the property owner, landlord, or other rights holder where required to list, market, or distribute information about a property;
• The Content is accurate, current, complete, and not misleading or deceptive;
• The Content does not infringe the Intellectual Property Rights, privacy rights, contractual rights, or any other rights of any third party;
• The Content is not unlawful, defamatory, obscene, threatening, harassing, or otherwise objectionable; and
• The Content does not contain malicious code or any other harmful element.

The User grants Rubberdesk a non-exclusive, worldwide, royalty-free, sublicensable licence to host, store, copy, reproduce, display, transmit, modify (for formatting and technical purposes), and distribute the User Content as reasonably necessary to operate the Platform and provide related services, and to retain backup copies in accordance with Rubberdesk’s data retention policies. The User acknowledges that once User Content has been shared with, or distributed to, another User through the Platform (for example, a Deal sent to a recipient, or a quote, listing, or option submitted on a Deal), a copy of that Content remains available to that recipient within the recipient’s own account and records, and this licence continues in respect of those copies notwithstanding the sharing User’s termination, account closure, or deletion of the original.

3.6 No Liability for User Content

To the maximum extent permitted by law, Rubberdesk excludes all liability for any User Content and for any loss, damage, cost, expense, or claim arising out of or in connection with any User Content or any reliance placed on it. Without limitation, Rubberdesk is not liable for:

• Inaccurate, incomplete, misleading, out-of-date, or fraudulent listings, prices, availability, terms, or other information;
• Images, photographs, floor plans, or other visual content that misrepresents a property or its features;
• Properties that are not available, are not as described, or are not capable of being leased, sold, or licensed on the terms stated;
• Proposals, contracts, or other documents uploaded by Users that are inaccurate, unenforceable, or that do not reflect the actual terms agreed between parties;
• Any commercial decision made in reliance on User Content, including any decision to enter into, decline, or vary a lease, licence, or other property arrangement;
• Any dispute between Users, between a User and a third party, or between Users and their respective clients or principals; or
• Any failure by a User to comply with applicable real estate, agency, advertising, consumer protection, anti-spam, privacy, or other laws.

3.7 Removal Rights

Rubberdesk reserves the right (but is not obligated) to monitor, review, refuse to publish, remove, suspend, or modify any User Content at any time, with or without notice, and in its sole discretion. Rubberdesk’s exercise (or non-exercise) of this right does not constitute an endorsement of any User Content that remains on the Platform, and does not impose any liability on Rubberdesk for any User Content.

3.8 Transactions Between Users

Any communication, negotiation, contract, lease, licence, sale, sublease, or other transaction or arrangement entered into between Users (or between a User and any third party introduced through the Platform) is solely between those parties. Rubberdesk:

• Is not a party to any such transaction or arrangement;
• Does not collect or hold any deposit, bond, rent, commission, fee, or other money in connection with any such transaction;
• Is not entitled to any commission, introduction fee, or success fee in connection with any such transaction, and disclaims any such entitlement;
• Does not provide any escrow, payment processing, or trust account services in respect of property transactions;
• Has no responsibility for the performance, non-performance, breach, enforcement, or outcome of any such transaction; and
• Is not responsible for resolving any dispute between the parties to any such transaction.

Users must satisfy themselves through independent investigations, professional advice, and direct dealings with the relevant counterparties before entering into any property transaction.

3.9 No Licensed Real Estate, Valuation, Financial, or Legal Services

Rubberdesk is a technology service provider. It does not hold, and does not purport to hold, any licence, registration, or authorisation under the Property and Stock Agents Act 2002 (NSW), the Estate Agents Act 1980 (Vic), the Property Occupations Act 2014 (Qld), the Estate Agents Act 2008 (WA), the Estate Agents Act 2010 (SA), the Property Agents and Land Transactions Act 2016 (Tas), the Agents Act 2003 (ACT), the Agents Licensing Act 1979 (NT), the Estate Agents, Letting Agents and Property Management Companies (Regulation of Property Services) Act 2024 (UK) (or its predecessors), or any equivalent or successor legislation in Australia, the United Kingdom, or any other jurisdiction.

Without limiting the generality of the above:

• Nothing provided through the Platform constitutes a real estate appraisal, valuation, market appraisal, opinion of value, or comparative market analysis;
• No price estimate, rent estimate, outgoings estimate, incentive estimate, market data point, AI-generated shortlist, AI-generated recommendation, AI-generated proposal, or other automated or aggregated output produced by the Platform constitutes professional valuation advice, real estate advice, leasing advice, tenancy advice, agency advice, financial product advice, financial services, taxation advice, accounting advice, legal advice, town planning advice, building advice, or surveying advice of any kind;
• Rubberdesk does not act, and does not hold itself out as acting, as a real estate agent, buyer’s agent, tenant representative, leasing agent, sales agent, managing agent, property manager, valuer, conveyancer, lawyer, financial adviser, mortgage broker, or auctioneer for or on behalf of any User, any User’s client, or any third party;
• Rubberdesk does not undertake any due diligence on properties, owners, landlords, tenants, agents, or transactions referenced on the Platform; and
• Users must engage their own appropriately licensed and qualified professionals (including licensed real estate agents, valuers, lawyers, accountants, financial advisers, town planners, and building consultants) before relying on any Content for any commercial decision or transaction.

Each User (including each Broker and Leasing Agent) is responsible for ensuring that the User holds all licences, registrations, and authorisations required by law to conduct the User’s activities through, or in connection with, the Platform. Rubberdesk does not verify or warrant the licensing status of any User.

4. Third-Party Intellectual Property and Takedown Procedure

4.1 Respect for Third-Party Rights

Rubberdesk respects the Intellectual Property Rights of third parties and requires all Users to do the same. Users must not upload, submit, distribute, or otherwise make available through the Platform any Content that infringes the copyright, trademarks, design rights, database rights, moral rights, image rights, privacy rights, or any other rights of any third party.

4.2 User Warranties Concerning Third-Party IP

Without limiting clause 3.5, by uploading any Content to the Platform, the User warrants and represents that:

• The User is the original author or rights holder of the Content, or has obtained a valid licence or written authorisation from the rights holder permitting the upload, storage, display, and distribution of the Content through the Platform;
• In the case of property photographs, floor plans, brochures, renders, videos, virtual tours, marketing materials, and similar visual content, the User has obtained the necessary consents from the photographer, designer, marketing agency, property owner, landlord, or other rights holder to use such Content on the Platform;
• Any building names, trade names, logos, or brand marks displayed in or associated with the Content are used with the consent of the trademark owner, or are used lawfully under applicable fair use, fair dealing, or nominative use principles;
• Any persons appearing in photographs or videos (including occupants, staff, or visitors of a property) have consented to their image being used in connection with the marketing of the property;
• The Content has not been copied, downloaded, or extracted from any third-party listing portal, database, subscription service, or commercial property data or image service without the authorisation of the relevant rights holder;
• The Content does not contain any material subject to confidentiality obligations that would be breached by upload to the Platform; and
• Where applicable, all authors have waived or consented to the non-assertion of moral rights in respect of the Content, to the extent permitted by law.

4.3 Designated Copyright and IP Contact

Rubberdesk has designated the following contact for receipt of notices of alleged Intellectual Property infringement:

IP Officer, Rubberdesk Pty Ltd

Email: support@bolta.space

Postal: 9 Castlereagh Street, Sydney NSW 2000, Australia

4.4 Notice of Alleged Infringement (Takedown Notice)

If you believe that any Content on the Platform infringes your Intellectual Property Rights, you may submit a written notice to the contact above containing all of the following:

• Your full name, postal address, telephone number, and email address;
• A description of the work or rights claimed to have been infringed, with sufficient detail to identify the work;
• Evidence of your ownership of or right to enforce the rights claimed, including registration numbers where applicable;
• A description of the allegedly infringing Content, including the specific URL(s), listing(s), or location(s) on the Platform where the Content appears;
• A statement that you have a good faith belief that the use of the Content is not authorised by you, your agent, or the law;
• A statement, made under penalty of perjury (or its equivalent in your jurisdiction), that the information in the notice is accurate and that you are authorised to act on behalf of the rights holder; and
• Your physical or electronic signature.

Notices that do not comply with these requirements may be disregarded. Knowingly making a materially false statement in a notice may result in liability for damages and costs.

4.5 Rubberdesk’s Response to Takedown Notices

Upon receipt of a notice that substantially complies with clause 4.4, Rubberdesk will:

• Review the notice within a reasonable time;
• In its sole discretion, remove, disable access to, or restrict the allegedly infringing Content pending investigation, without prejudice to any other right or remedy;
• Notify the User who uploaded the Content of the takedown, and provide a copy or summary of the notice (subject to appropriate redactions);
• Permit the affected User to submit a counter-notice in accordance with clause 4.6; and
• Take such further action as Rubberdesk considers appropriate, including in appropriate cases suspension or termination of the User’s access to the Platform.

Rubberdesk’s actions in response to a notice are taken without admission of liability and without prejudice to any rights or defences Rubberdesk or any User may have.

4.6 Counter-Notice Procedure

A User whose Content has been removed or disabled may submit a counter-notice to the contact in clause 4.3, containing all of the following:

• The User’s full name, postal address, telephone number, and email address;
• Identification of the Content that has been removed and the location at which it appeared prior to removal;
• A statement, made under penalty of perjury (or its equivalent in the User’s jurisdiction), that the User has a good faith belief that the Content was removed or disabled as a result of mistake or misidentification;
• A statement that the User consents to the jurisdiction of the courts of New South Wales, Australia and will accept service of process from the person who submitted the original notice; and
• The User’s physical or electronic signature.

Upon receipt of a valid counter-notice, Rubberdesk may, in its sole discretion, restore the Content. Rubberdesk is not obliged to restore Content, and the decision to restore (or not) is without prejudice to any rights or remedies of any party.

4.7 Repeat Infringer Policy

Rubberdesk maintains a policy of terminating, in appropriate circumstances, the Accounts of Users who are repeat infringers of Intellectual Property Rights. Rubberdesk may, in its sole discretion, also suspend or terminate access of any User against whom multiple credible infringement notices have been received, whether or not those notices have been formally adjudicated.

4.8 Trademarks, Trade Names, and Brand Marks

Building names, project names, landlord trade names, agency brand marks, and other identifiers that may appear on the Platform are the property of their respective owners. The display of any such mark on the Platform is for identification and descriptive purposes only and does not imply endorsement, sponsorship, or affiliation. If you are the owner of any mark and believe it has been used incorrectly on the Platform, please contact support@bolta.space using the procedure in clause 4.4.

4.9 AI Processing and Aggregated Data Rights

Users acknowledge that Rubberdesk may use machine learning, artificial intelligence, and other automated techniques — including third-party AI services engaged as sub-processors — to process User Content for the purposes of operating, providing, securing, and improving the Platform, including for data extraction, property matching, shortlisting suggestions, market analytics, and the development and improvement of Platform features. To the extent permitted by applicable law, the licence granted under clause 3.5 includes the right to process User Content for these purposes. Insights, statistics, and derived data generated through such processing may be used in aggregated and anonymised form in accordance with clause 7.3, Personal Information is processed in accordance with the Privacy Policy, and Rubberdesk’s current sub-processors (including AI service providers) are listed at bolta.space/subprocessors.

4.10 Database Rights

Rubberdesk asserts and reserves all database rights (including any sui generis database rights subsisting under UK and EU law) in the compilation, structure, and arrangement of data on the Platform. Users must not extract, reuse, or reutilise a substantial part of the contents of the Platform’s databases, whether by repeated and systematic extraction or otherwise, without Rubberdesk’s prior written consent.

4.11 Rubberdesk’s IP Liability Limited

To the maximum extent permitted by law, and without limiting clauses 3.6, 9, 10, and 11:

• Rubberdesk is not liable for any Intellectual Property infringement claim arising out of, or in connection with, User Content uploaded, submitted, or distributed by any User;
• Rubberdesk does not pre-screen User Content for Intellectual Property compliance and has no obligation to do so;
• Rubberdesk’s sole obligation in respect of allegedly infringing User Content is to operate the takedown procedure in this clause 4 in good faith;
• Rubberdesk relies on the warranties in clauses 3.5 and 4.2 and is entitled to assume that Users have the rights they have warranted; and
• The indemnity in clause 11.1 covers all costs, damages, and expenses (including legal costs on a solicitor and own client basis) incurred by Rubberdesk in defending or responding to any Intellectual Property claim arising from User Content.

5. Subscriber Obligations

5.1 Account Security and Credentials

The Subscriber is responsible for maintaining the confidentiality and security of its Account credentials (including usernames, passwords, security questions, multi-factor authentication tokens, API keys, and any other authentication mechanism) and for all activities that occur under its Account. The Subscriber must:

• Use strong, unique passwords and enable multi-factor authentication where offered;
• Keep all credentials confidential and not disclose them to any person other than the individual Authorised User to whom they have been issued;
• Ensure that each Authorised User has their own individual login credentials, and not permit sharing of credentials between individuals;
• Promptly notify Rubberdesk of any unauthorised use of its Account, suspected compromise of credentials, or any other breach of security; and
• Take immediate steps to reset or revoke credentials when an Authorised User leaves the Subscriber’s organisation, changes role, or is otherwise no longer entitled to access the Platform.

5.2 Deemed Authorisation; Liability for Account Use

Any access to, or use of, the Platform made through the Subscriber’s Account, using the Subscriber’s credentials, or by an Authorised User of the Subscriber, is conclusively deemed to be access and use by the Subscriber. The Subscriber is responsible and liable for all such access and use, regardless of:

• Whether the access was made by the Subscriber, an Authorised User, an employee, a contractor, a former employee, a family member, or any other person;
• Whether the Subscriber expressly authorised, knew about, or consented to the access;
• Whether the credentials were shared, lost, stolen, intercepted, guessed, or otherwise compromised.

This deemed authorisation operates unless and until Rubberdesk has received notice of the compromise under clause 5.1 and has had a reasonable opportunity (and in any event no less than two (2) business hours from receipt of notice during business hours) to suspend the affected credentials. Rubberdesk is not liable for any access or activity occurring before that suspension takes effect.

5.3 Prohibition on Credential Sharing

The Subscriber and each Authorised User must not, under any circumstances:

• Share, disclose, transfer, sell, or lend their credentials to any other person, whether inside or outside the Subscriber’s organisation;
• Permit any person other than an authenticated Authorised User to access the Platform using their credentials;
• Use the Account or credentials of any other Subscriber or Authorised User; or
• Bypass, attempt to bypass, or assist any person to bypass the Platform’s authentication, access control, or security mechanisms.

Breach of this clause 5.3 is a material breach of these Terms and entitles Rubberdesk to suspend or terminate the Account immediately without notice, in addition to any other remedies.

5.4 Accuracy of Information

The Subscriber warrants that all information provided to Rubberdesk in connection with the Platform is accurate, current, and complete, and that the Subscriber will promptly update such information as necessary. This obligation extends to all User Content uploaded by the Subscriber or its Authorised Users.

5.5 Compliance with Laws

The Subscriber must comply with all applicable laws, regulations, and industry codes of conduct in connection with its use of the Platform, including but not limited to applicable real estate licensing requirements, agency disclosure obligations, advertising laws, anti-spam legislation (including the Spam Act 2003 (Cth) and the Privacy and Electronic Communications Regulations 2003 (UK)), anti-money laundering laws, consumer protection laws, and privacy laws.

5.6 Anti-Spam and Electronic Communications

The Platform enables Subscribers (in particular, Brokers) to send commercial electronic messages to recipients, including Deals and notifications distributed via email and SMS, and invitations to other Users. The Subscriber acknowledges that the Subscriber, and not Rubberdesk, is the sender of those messages for the purposes of the Spam Act 2003 (Cth), the Privacy and Electronic Communications Regulations 2003 (UK), the CAN-SPAM Act of 2003 (US) (where relevant), and equivalent legislation in any other jurisdiction.

The Subscriber warrants and undertakes that, for every recipient to whom the Subscriber causes the Platform to send any commercial electronic message, the Subscriber:

• Has obtained the recipient’s express consent to receive commercial electronic messages from the Subscriber, or has a relevant pre-existing business or other relationship with the recipient that constitutes inferred consent under applicable law;
• Maintains adequate records to demonstrate the basis of consent or inferred consent on request;
• Has accurate sender identification information that complies with applicable anti-spam laws;
• Will honour any unsubscribe, opt-out, or decline request received by the Subscriber promptly, and within any period required by law;
• Will not upload to the Platform, or cause the Platform to send messages to, any recipient list obtained by harvesting, scraping, purchase from a non-compliant source, or other unlawful means;
• Will not send any message to a recipient whose email address appears on a Rubberdesk-maintained decline or suppression list, or to whom the recipient has previously opted out of receiving Deals through the Platform; and
• Will not use the Platform to send messages that are misleading, deceptive, fraudulent, or that promote any product or service other than legitimate commercial property activities.

The Subscriber indemnifies Rubberdesk against any penalty, fine, infringement notice, enforceable undertaking, compensation order, civil penalty, complaint, investigation cost, or other liability imposed on or incurred by Rubberdesk under the Spam Act 2003 (Cth), the Privacy and Electronic Communications Regulations 2003 (UK), or any equivalent legislation, arising out of or in connection with any commercial electronic message sent through the Platform by or on behalf of the Subscriber. This indemnity applies notwithstanding any limitation or cap on liability elsewhere in these Terms.

Rubberdesk may, in its sole discretion, suspend or terminate the Subscriber’s ability to send messages through the Platform, or the Subscriber’s Account entirely, if Rubberdesk believes (acting reasonably) that the Subscriber is or may be in breach of this clause 5.6 or any applicable anti-spam law.

5.7 Sanctions, Export Controls, and Anti-Bribery

The Subscriber warrants and undertakes that, throughout the Subscription Term:

• Neither the Subscriber, nor any of its Authorised Users, parent companies, subsidiaries, beneficial owners, directors, or officers, is a person or entity subject to any economic, financial, or trade sanctions administered or enforced by the Australian Government (including the Australian Sanctions Office and the Department of Foreign Affairs and Trade), the United Kingdom Government (including the Office of Financial Sanctions Implementation), the United Nations Security Council, the European Union, the United States Government (including the Office of Foreign Assets Control), or any other relevant sanctions authority (a “Sanctioned Person”);
• The Subscriber is not located, organised, or resident in any country or territory that is the subject of comprehensive sanctions (currently including Cuba, Iran, North Korea, Syria, Russia, Belarus, and the Crimea, Donetsk, Luhansk, Kherson, and Zaporizhzhia regions of Ukraine, as updated from time to time);
• The Subscriber will not use the Platform, directly or indirectly, for the benefit of any Sanctioned Person, in any sanctioned country or territory, or for any purpose that would breach any applicable sanctions, export control, or trade restriction laws;
• The Subscriber will comply with all applicable export control laws, including the Customs Act 1901 (Cth), the Defence Trade Controls Act 2012 (Cth), the Export Control Act 1996 (UK), and the U.S. Export Administration Regulations, in connection with the Subscriber’s use of the Platform;
• The Subscriber will not, and will procure that its Authorised Users do not, offer, give, promise, request, or accept any bribe, secret commission, kickback, or other improper benefit, and will comply with the Criminal Code Act 1995 (Cth) (Division 70 and related provisions), the Bribery Act 2010 (UK), the U.S. Foreign Corrupt Practices Act of 1977, and any equivalent anti-bribery or anti-corruption law applicable to the Subscriber; and
• The Subscriber will promptly notify Rubberdesk if any of the warranties in this clause 5.7 cease to be true, or if the Subscriber becomes the subject of any sanctions designation, investigation, or proceeding.

Breach of this clause 5.7 is a material breach of these Terms and entitles Rubberdesk to suspend or terminate the Account immediately without notice and without liability. Rubberdesk may also block, freeze, withhold, or refuse to process any Content, transaction, or communication that Rubberdesk believes (acting reasonably) may breach this clause, and the Subscriber indemnifies Rubberdesk against any loss, penalty, or liability arising from any actual or alleged breach of this clause by the Subscriber.

5.8 Acceptable Use

The Subscriber must not use the Platform to:

• Upload, store, or transmit any Content that is unlawful, defamatory, obscene, fraudulent, misleading, deceptive, or that infringes the Intellectual Property Rights of any third party.
• List or market any property that the Subscriber does not have the right or authority to list or market.
• Display prices, availability, or terms that are knowingly inaccurate, out of date, or misleading.
• Impersonate any person or entity, or falsely state or misrepresent an affiliation with any person or entity.
• Engage in any activity that could damage, disable, overburden, or impair the Platform.
• Harvest or collect information about other users of the Platform without their consent.
• Use the Platform for any purpose other than legitimate commercial property activities.

5.9 Insurance

The Subscriber is responsible for obtaining and maintaining insurance appropriate to its own business, professional activities, and use of the Platform (which may include professional indemnity, public liability, and cyber cover). Rubberdesk does not verify, monitor, or act as gatekeeper of any Subscriber’s insurance, makes no assessment of the adequacy of any cover, and is not responsible for any failure by a Subscriber to hold appropriate insurance. The amount or scope of any insurance held does not limit the Subscriber’s liability under these Terms.

5.10 Audit Rights

Rubberdesk may, no more than once per calendar year (or more frequently if Rubberdesk reasonably suspects a material breach), audit the Subscriber’s use of the Platform to verify the Subscriber’s compliance with these Terms, including verification of:

• The number of Authorised Users and active seats compared to the Subscriber’s subscription entitlement;
• Compliance with API rate limits, usage caps, and other technical or commercial restrictions;
• Compliance with restrictions on data extraction, AI training use, scraping, and competitive use (clause 2.4);
• Compliance with anti-spam obligations and recipient consent records (clause 5.6);
• Compliance with confidentiality obligations (clause 8).

Audits will be conducted on at least thirty (30) days’ prior written notice, during business hours, in a manner that minimises disruption to the Subscriber’s business. Audits may be conducted by Rubberdesk personnel or by an independent auditor appointed by Rubberdesk (who will be bound by confidentiality obligations no less protective than those in clause 8). The Subscriber must cooperate reasonably with the audit, including providing access to relevant records, systems, personnel, and documentation.

Audits are conducted at Rubberdesk’s cost, except that if the audit reveals: (a) under-payment of Fees of more than five percent (5%) for the period audited; (b) use of the Platform in excess of the Subscriber’s subscription entitlement; or (c) a material breach of these Terms, then the Subscriber must reimburse Rubberdesk for the reasonable cost of the audit (including any independent auditor’s fees), in addition to paying any Fees and other amounts owing as a result of the audit findings.

6. Fees and Payment

6.1 Subscription Fees

The Subscriber agrees to pay the Fees as specified in the applicable Order Form or as displayed on the Platform at the time of subscription. Fees are quoted in Australian Dollars (AUD), United States Dollars (USD), or British Pounds (GBP), as displayed on the Platform or specified in the Order Form.

6.2 Payment Terms

Subscriptions are billed as a single annual payment. Unless otherwise agreed in writing, the full annual Fee for the Subscription Term is payable in advance and is due on the first day of the Subscription Term and of each renewal term. Any per-month amounts displayed on the Platform are indicative monthly equivalents of the annual Fee, shown for comparison only, and do not constitute an option to pay monthly. Rubberdesk may charge interest on overdue amounts at the rate of 1.5% per month or the maximum rate permitted by law, whichever is less.

6.3 Taxes

All Fees are exclusive of applicable taxes, including Goods and Services Tax (GST) in Australia and Value Added Tax (VAT) in the United Kingdom. The Subscriber is responsible for paying all applicable taxes in connection with the Subscriber’s use of the Platform.

6.4 Fee Changes

Fees will not increase during a Subscription Term that has already been paid for. Any change to Fees takes effect only for renewal terms the Subscriber elects to purchase, at the pricing displayed or quoted at the time of renewal.

6.5 Refund Policy

Fees paid are non-refundable except where required by Australian Consumer Law or other applicable consumer protection legislation. In such cases, refunds will be processed in accordance with the applicable law.

6.6 Suspension for Non-Payment

Without prejudice to any other right or remedy, if any Fees are not paid in full by the due date, Rubberdesk may, with or without notice, immediately suspend the Subscriber’s and its Authorised Users’ access to the Platform (in whole or in part) until all outstanding amounts (including interest and costs) are paid in full. Suspension does not relieve the Subscriber of its obligation to pay Fees that continue to accrue during the period of suspension. Rubberdesk is not liable for any loss or damage arising from suspension under this clause.

6.7 Collection Costs

The Subscriber must reimburse Rubberdesk for all costs and expenses incurred by Rubberdesk in recovering or attempting to recover overdue amounts, including debt collection agency fees, legal costs (on a solicitor and own client basis), court filing fees, sheriff’s fees, and disbursements. These amounts are payable on demand and bear interest at the rate set out in clause 6.2 from the date incurred until paid in full.

6.8 Application of Payments

Rubberdesk may apply payments received from the Subscriber, in such order and against such liabilities as Rubberdesk determines in its discretion. Without limitation, Rubberdesk may apply payments first against accrued interest, then against collection costs, then against the oldest outstanding invoice. The Subscriber’s designation of a particular invoice or purpose for a payment is not binding on Rubberdesk.

6.9 No Set-Off by Subscriber

All Fees must be paid in full without set-off, counterclaim, withholding, deduction, or abatement, except as expressly required by law. The Subscriber must not withhold payment of any Fees on account of any actual or alleged dispute, breach, defect, or claim against Rubberdesk.

6.10 Withholding Taxes and Tax Indemnity

If any Fee is subject to withholding tax, deduction, or any similar charge in any jurisdiction, the Subscriber must gross up the payment so that Rubberdesk receives the full amount it would have received had no such withholding or deduction applied. The Subscriber is responsible for, and indemnifies Rubberdesk against, any tax (other than tax on Rubberdesk’s net income) imposed on or in respect of the Subscriber’s use of the Platform or payment of Fees.

6.11 Disputed Invoices

If the Subscriber disputes any part of an invoice in good faith, the Subscriber must, within fourteen (14) days of the invoice date, give written notice to Rubberdesk identifying the disputed amount and the basis for the dispute. The Subscriber must pay the undisputed portion of the invoice by the due date. Failure to dispute an invoice within the fourteen (14) day period constitutes acceptance of the invoice as correct.

7. Intellectual Property of the Platform

7.1 Platform Ownership

The Platform, including all software, algorithms, user interface designs, documentation, and all related Intellectual Property Rights, is and remains the exclusive property of Rubberdesk. Nothing in these Terms transfers any ownership of or rights in the Platform to the Subscriber.

7.2 Customer Data Ownership

As between Rubberdesk and the Subscriber, the Subscriber retains all right, title, and interest in and to Customer Data. The Subscriber grants Rubberdesk a non-exclusive, worldwide, royalty-free licence to use, reproduce, modify, and display Customer Data solely as necessary to provide the Platform and related services, subject to the User Content licence in clause 3.5.

7.3 Aggregated and Anonymised Data

Rubberdesk may collect and use aggregated and anonymised data derived from Users’ use of the Platform for the purposes of improving the Platform, developing new features, generating market insights, and for other lawful business purposes, provided that such data does not identify any User or any individual.

7.4 Feedback

If the Subscriber provides suggestions, ideas, enhancement requests, or other feedback regarding the Platform, Rubberdesk may freely use and incorporate such feedback without obligation to the Subscriber.

7.5 Publicity and Use of Subscriber Name and Logo

During the Subscription Term and for a period of twelve (12) months following its expiry or termination, Rubberdesk may identify the Subscriber as a customer of the Platform and use the Subscriber’s name and logo (in the form and quality from time to time provided or made publicly available by the Subscriber) for the following purposes:

• On Rubberdesk’s website, mobile applications, and the Platform;
• In Rubberdesk’s marketing materials, sales presentations, pitch decks, case studies, and customer success stories (provided that any case study containing confidential or attributable information about the Subscriber will be submitted to the Subscriber for review and approval, not to be unreasonably withheld);
• In Rubberdesk’s social media communications;
• In investor materials, fundraising decks, and disclosures to actual or prospective investors, lenders, or acquirers; and
• In responses to media enquiries and analyst briefings, where reasonably relevant.

The Subscriber may opt out of inclusion in public-facing customer lists by giving written notice to Rubberdesk, in which case Rubberdesk will remove the Subscriber from public-facing customer lists within a reasonable time. The opt-out does not apply to: (a) materials that have already been printed, published, or distributed at the time of the opt-out; (b) historical references in case studies, archived materials, or investor materials prepared before the opt-out; or (c) factual statements made in response to enquiries or in legal, regulatory, or due diligence contexts.

Rubberdesk’s use of the Subscriber’s name and logo under this clause does not grant Rubberdesk any other rights in the Subscriber’s trade marks or intellectual property, and Rubberdesk will use the Subscriber’s name and logo in a manner that is accurate and not misleading.

8. Confidentiality

8.1 Obligations

Each party agrees to maintain the confidentiality of the other party’s Confidential Information and to use such information only for the purposes of performing its obligations under these Terms. Each party will protect the other party’s Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

8.2 Exceptions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was in the receiving party’s lawful possession prior to disclosure; (c) is independently developed by the receiving party without reference to the disclosing party’s Confidential Information; or (d) is required to be disclosed by law, regulation, or court order, provided the receiving party gives prompt notice to the disclosing party (where legally permitted) and cooperates in seeking protective treatment.

8.3 Confidential Deals and Tenant Information

Brokers may flag Deals and associated tenant information as “confidential” using functionality provided in the Platform. Where a Deal is so flagged, the Platform will indicate the confidential status to recipients.

Each User who receives, accesses, or views a Deal (or any information contained in or associated with a Deal), whether or not the Deal is flagged as confidential, must:

• Treat all information about the Broker’s client, the client’s identity, the client’s requirements, the client’s commercial sensitivity, the client’s timing, the client’s budget, the client’s incumbent location, and any other information identifying or relating to the client or the proposed transaction as Confidential Information of the Broker;
• Use such information solely for the purpose of responding to the Deal through the Platform, and not for any other purpose;
• Not disclose, publish, share, forward, copy, screenshot, post, or otherwise communicate any such information to any person other than employees, colleagues, or contractors of the User who have a strict need to know in order to respond to the Deal and who are bound by equivalent confidentiality obligations;
• Not use any such information to contact, solicit, market to, or otherwise approach the Broker’s client directly, or to identify or attempt to identify the Broker’s client, except through the Platform in accordance with the Broker’s instructions;
• Not use any such information to inform pricing, withhold availability, or otherwise prejudice the Broker’s client in any subsequent dealings;
• Not aggregate, compile, analyse, or commercially exploit Deal information across multiple Deals;
• Take reasonable steps to protect such information from unauthorised access, including secure storage and proper handling on receipt; and
• Promptly notify Rubberdesk and the Broker if the User becomes aware of any actual or suspected unauthorised disclosure or misuse of such information.

For Users who hold, or whose organisation holds, a registered Account, these obligations apply for an indefinite period and survive termination of the Subscriber’s subscription, the User’s access to the Platform, and these Terms. For a User whose only access to the Platform is through a tokenised link or shared password (clause 2.6), these obligations apply for a period of twelve (12) months from the User’s receipt of the relevant Deal, without limiting any obligation of confidence or other duty that applies to that User under general law or in equity for any longer period.

8.4 Rubberdesk Not Liable for Breach by Users

While Rubberdesk imposes the confidentiality obligations in clause 8.3 on all Users, Rubberdesk is not, and cannot be, a guarantor of compliance by any User. To the maximum extent permitted by law, Rubberdesk is not liable for any breach of confidentiality by any User in respect of any Deal, tenant information, or other Confidential Information transmitted through the Platform, including any loss or damage suffered by a Broker or a Broker’s client as a result. Brokers acknowledge this risk and remain solely responsible for deciding what information to include in a Deal and which recipients to distribute it to.

8.5 Enforcement

Each User acknowledges that breach of clause 8.3 may cause irreparable harm to the affected Broker and the Broker’s client, for which monetary damages may be inadequate. Without limiting any other right or remedy, the affected Broker is entitled to seek injunctive relief, specific performance, and other equitable remedies in respect of any breach or threatened breach of clause 8.3, without proof of actual damage and without the requirement to post any bond or security. Rubberdesk may, in its sole discretion, suspend or terminate the Account of any User that Rubberdesk believes (acting reasonably) has breached clause 8.3.

9. Data Protection and Privacy

9.1 Privacy Policy

Rubberdesk’s collection, use, and disclosure of Personal Information in connection with the Platform is governed by the Privacy Policy. The Subscriber acknowledges that it has read and understood the Privacy Policy.

9.2 Data Processing

To the extent that Rubberdesk processes Personal Information on behalf of the Subscriber, the parties agree that: (a) the Subscriber is the data controller (or equivalent) and Rubberdesk is the data processor (or equivalent); (b) Rubberdesk will process Personal Information only in accordance with the Subscriber’s documented instructions and these Terms; and (c) Rubberdesk will implement appropriate technical and organisational measures to protect Personal Information against unauthorised or unlawful processing, accidental loss, destruction, or damage.

9.3 Data Location

Customer Data may be stored and processed in Australia, the United Kingdom, or other jurisdictions where Rubberdesk or its sub-processors maintain facilities. Rubberdesk will ensure that any cross-border transfer of Personal Information complies with applicable data protection laws, including the Australian Privacy Principles and, where applicable, the UK GDPR.

9.4 Data Breach Notification

Rubberdesk will notify the Subscriber without undue delay upon becoming aware of a data breach involving Customer Data. Such notification will include, to the extent known: the nature of the breach, the categories of data affected, the likely consequences of the breach, and the measures taken or proposed to address the breach.

9.5 Sub-processors

The Subscriber consents to Rubberdesk’s use of sub-processors to assist in providing the Platform. Rubberdesk will maintain a current list of authorised sub-processors on the Platform or at a URL notified to the Subscriber from time to time, and will provide not less than thirty (30) days’ prior written notice (which may be given by email or by updating the published sub-processor list) before engaging any new sub-processor. The Subscriber may object to the engagement of a new sub-processor on reasonable data protection grounds within fifteen (15) days of receiving notice, by giving written notice to Rubberdesk specifying the basis of the objection.

If the Subscriber objects in good faith and Rubberdesk is unable, after using reasonable efforts, to address the Subscriber’s objection (whether by proposing an alternative arrangement or by declining to engage the proposed sub-processor in respect of the Subscriber’s data), the Subscriber’s sole and exclusive remedy is to terminate the affected subscription on written notice, in which case Rubberdesk will refund any pre-paid Fees on a pro-rata basis for the unused portion of the Subscription Term. Continued use of the Platform after the new sub-processor has been engaged constitutes acceptance. Rubberdesk will ensure that all sub-processors are bound by data protection obligations no less protective than those in these Terms, and remains responsible for the acts and omissions of its sub-processors as if they were its own.

9.6 Recording and Storage of Communications

The Platform may include, or be enhanced from time to time to include, functionality that enables Users to send messages, post comments, share files, engage in chat, host or join video or voice calls, or otherwise communicate with each other or with Rubberdesk’s support team through the Platform. The Subscriber acknowledges and consents, and warrants that each of its Authorised Users acknowledges and consents, that Rubberdesk may record, store, transcribe, process, and retain any such communication for the following purposes:

• Operating and providing the Platform, including delivering messages, maintaining message history, and enabling search and retrieval;
• Providing customer and technical support, training, and quality assurance;
• Investigating and responding to security incidents, abuse, fraud, and breaches of these Terms;
• Investigating and resolving disputes between Users, between Users and their clients, and between Users and Rubberdesk;
• Complying with legal, regulatory, audit, and record-keeping obligations;
• Producing aggregated and anonymised analytics and insights in accordance with clause 7.3; and
• Training and improving the Platform, including machine learning and artificial intelligence components, in accordance with clauses 4.9 and 7.3.

Where any communication involves Personal Information or a third party (including a User’s client or contact), the Subscriber is responsible for ensuring that all necessary consents and notifications have been obtained or given under applicable privacy and surveillance laws (including the Surveillance Devices Act 2007 (NSW), equivalent legislation in other Australian states and territories, the Investigatory Powers Act 2016 (UK), and the UK GDPR) before using the relevant communication functionality. The Subscriber indemnifies Rubberdesk against any claim, penalty, or liability arising from the Subscriber’s failure to obtain such consents or give such notifications.

Retention periods for communications are set out in the Privacy Policy.

9.7 Data Processing Addendum

The terms of the Rubberdesk Data Processing Addendum (“DPA”), as published at https://bolta.space/dpa (or such other URL as Rubberdesk may notify the Subscriber from time to time) and as updated from time to time, are incorporated into these Terms by reference and form part of these Terms as if set out in full.

The DPA governs the processing of Personal Information by Rubberdesk as a data processor on behalf of the Subscriber (acting as data controller), and sets out the parties’ respective rights and obligations under:

• The Privacy Act 1988 (Cth) and the Australian Privacy Principles;
• The Privacy and Other Legislation Amendment Act 2024 (Cth);
• The UK General Data Protection Regulation, the Data Protection Act 2018 (UK), and the Privacy and Electronic Communications Regulations 2003 (UK), where applicable; and
• Any other data protection law applicable to the processing.

By accepting these Terms or accessing the Platform, the Subscriber accepts and agrees to be bound by the DPA. The Subscriber confirms that it has read and understood the DPA, and that the person accepting these Terms has authority to bind the Subscriber to the DPA.

In the event of any inconsistency between these Terms and the DPA in relation to the processing of Personal Information, the DPA prevails. In relation to all other matters, these Terms prevail. Rubberdesk may amend the DPA from time to time in accordance with the variation provisions set out in the DPA itself.

Enterprise Subscribers requiring a signed, counterpart version of the DPA may request one by contacting privacy@bolta.space. Until a signed counterpart is executed, the version of the DPA published at the URL above governs.

10. Warranties and Disclaimers

10.1 Rubberdesk Warranties

Rubberdesk warrants that: (a) it has the legal right and authority to enter into these Terms and provide the Platform; (b) the Platform will perform substantially in accordance with its published documentation during the Subscription Term; and (c) it will use commercially reasonable efforts to ensure the Platform is free from material defects and malicious code.

10.2 General Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM AND ALL CONTENT (INCLUDING USER CONTENT) IS PROVIDED "AS IS" AND "AS AVAILABLE". RUBBERDESK DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, CURRENCY, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE.

10.3 Disclaimer Regarding Content

Without limiting clause 10.2, Rubberdesk specifically makes no representation, warranty, or guarantee, whether express or implied, regarding:

• The accuracy, currency, completeness, lawfulness, or quality of any Content displayed on or accessible through the Platform, including any User Content;
• The accuracy of any image, photograph, floor plan, brochure, building specification, area measurement, or other visual or descriptive representation of any property;
• The accuracy or current validity of any price, rent, outgoings, incentive, lease term, fitout description, availability date, or other commercial information;
• The existence, condition, suitability, structural integrity, regulatory compliance, environmental status, or fitness for purpose of any property listed or referenced on the Platform;
• The qualifications, licensing, authority, conduct, solvency, or trustworthiness of any User;
• Whether any User has the right or authority to list, market, lease, sell, or otherwise deal with any property;
• Whether any property transaction or arrangement initiated through the Platform will be completed or honoured by the parties; or
• The performance, reliability, or availability of any Third-Party Service.

10.4 No Guarantee of Results

Rubberdesk does not guarantee that use of the Platform will result in any particular commercial outcome, including the securing of tenants, the completion of property transactions, response rates from Leasing Agents, accuracy of market data, or any financial return. The Platform is a tool to facilitate commercial property processes, and outcomes depend on many factors outside Rubberdesk’s control.

10.5 User Reliance

Users place reliance on Content at their own risk. Users must independently verify all Content (including prices, availability, areas, terms, images, floor plans, and proposals) and undertake their own due diligence, inspections, valuations, legal review, and professional advice before relying on any Content for any commercial decision or transaction.

10.6 Australian Consumer Law and Non-Excludable Rights

Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred on the Subscriber by the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) or any similar applicable consumer protection legislation that cannot be excluded, restricted, or modified by agreement. To the extent that Rubberdesk’s liability for breach of any non-excludable guarantee can lawfully be limited, that liability is limited, at Rubberdesk’s option, to: (a) in the case of services, the supplying of the services again, or the payment of the cost of having the services supplied again; or (b) in the case of goods, the replacement of the goods, the supply of equivalent goods, the repair of the goods, or the payment of the cost of any of these remedies.

11. Limitation of Liability

11.1 Exclusion of Consequential Loss

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, COMMISSIONS, DATA, GOODWILL, BUSINESS OPPORTUNITY, OR FAILED OR DELAYED PROPERTY TRANSACTIONS, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY.

11.2 Cap on Liability

Subject to clause 11.3, the total aggregate liability of Rubberdesk arising out of or in connection with these Terms will not exceed the total Fees paid by the Subscriber to Rubberdesk in the twelve (12) months immediately preceding the event giving rise to the claim. For Users on a free tier of the Platform, or who otherwise pay no Fees, Rubberdesk’s total aggregate liability to that User is limited to one hundred Australian dollars (AUD $100). For clarity, the cap in this clause 11.2 applies to Rubberdesk’s liability under the indemnity in clause 12.2.

11.3 Unlimited Liability

Nothing in these Terms limits liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) wilful misconduct; or (d) any other liability that cannot be limited or excluded by applicable law.

12. Indemnification

12.1 Subscriber and User Indemnity

The Subscriber (and any User who accesses the Platform) will indemnify, defend, and hold harmless Rubberdesk and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees on a solicitor and own client basis) arising out of or in connection with:

• The Subscriber’s or User’s breach of these Terms;
• The Subscriber’s or User’s use of the Platform in violation of any applicable law, regulation, or industry code;
• Any User Content uploaded, submitted, or distributed by the Subscriber or User, including any claim that such Content is inaccurate, misleading, deceptive, unlawful, defamatory, or infringes the Intellectual Property Rights, privacy rights, or other rights of any third party;
• Any claim by a property owner, landlord, tenant, agent, photographer, designer, marketing agency, stock image library, commercial property data or listings provider, or other third party or rights holder arising from the Subscriber’s or User’s upload, distribution, or use of any image, photograph, floor plan, brochure, video, render, or other Content through the Platform;
• Any claim by a property owner, landlord, tenant, agent, or other third party arising from the Subscriber’s or User’s listing, marketing, or representation of a property through the Platform without the necessary authority;
• Any claim arising out of or in connection with any property transaction, lease, licence, agreement, or arrangement entered into between Users (or between a User and a third party) through, or following an introduction made via, the Platform; or
• Any dispute between the Subscriber or User and any third party arising from the Subscriber’s or User’s use of the Platform.

12.2 IP Indemnity by Rubberdesk

Subject to clause 11.2, Rubberdesk will defend the Subscriber against any third-party claim that the Platform itself (excluding User Content, Customer Data, and Third-Party Services) infringes any patent, copyright, or trademark of a third party, and will indemnify the Subscriber against any amounts finally awarded against the Subscriber by a court, or agreed by Rubberdesk in settlement, in respect of such a claim — provided that the Subscriber: (a) gives Rubberdesk prompt written notice of the claim; (b) grants Rubberdesk sole control of the defence and settlement of the claim (except that Rubberdesk may not settle a claim in a manner that imposes any liability or admission on the Subscriber without the Subscriber’s consent); and (c) provides Rubberdesk with reasonable assistance, at Rubberdesk’s cost.

12.3 Mitigation

If the Platform is, or in Rubberdesk’s reasonable opinion is likely to become, the subject of a claim described in clause 12.2, Rubberdesk may, at its option and cost: (a) modify the Platform so that it is non-infringing while remaining materially equivalent in functionality; (b) replace the affected part of the Platform with a functionally equivalent non-infringing alternative; (c) procure for the Subscriber the right to continue using the Platform; or (d) terminate the affected subscription and refund to the Subscriber a pro-rata portion of any prepaid Fees corresponding to the unused balance of the then-current Subscription Term.

12.4 Exclusions from the IP Indemnity

Rubberdesk has no obligation under clause 12.2 to the extent a claim arises from: (a) the combination, operation, or use of the Platform with any product, service, data, or content not provided by Rubberdesk, where the claim would not have arisen but for that combination; (b) any modification of the Platform not made by or for Rubberdesk; (c) use of the Platform in breach of these Terms or other than in accordance with its documentation; (d) the Subscriber’s continued use of an allegedly infringing version of the Platform after Rubberdesk has offered a non-infringing alternative under clause 12.3; or (e) any User Content or Customer Data.

12.5 Sole and Exclusive Remedy

This clause 12 states Rubberdesk’s entire liability, and the Subscriber’s sole and exclusive remedy, in respect of any claim that the Platform infringes the Intellectual Property Rights of any third party. For the avoidance of doubt, Rubberdesk provides no indemnity, defence, or protection of any kind in respect of any claim arising out of or in connection with User Content — including any image, photograph, floor plan, brochure, or marketing material uploaded, submitted, or distributed by any User — and every such claim is the sole responsibility of the uploading User, who indemnifies Rubberdesk in respect of it under clause 12.1.

13. Suspension and Enforcement

13.1 Suspension Rights

Without limiting any other right or remedy and without liability to the Subscriber or any User, Rubberdesk may, at any time and in its sole discretion, suspend, restrict, throttle, freeze, or limit the Subscriber’s, an Authorised User’s, or any User’s access to all or part of the Platform (including specific features, integrations, API access, messaging, AI features, or specific Content) where Rubberdesk reasonably believes that:

• The Subscriber or any User has breached, or is likely to breach, these Terms;
• There is a security threat, vulnerability, or actual or suspected unauthorised access, including compromise of credentials;
• Continued access poses a legal, regulatory, reputational, or operational risk to Rubberdesk, the Platform, other Users, or third parties;
• The Subscriber’s use is, or appears to be, unlawful, fraudulent, deceptive, or in breach of any applicable law (including sanctions, anti-bribery, anti-money laundering, consumer protection, anti-spam, real estate licensing, privacy, or intellectual property laws);
• A subpoena, warrant, court order, regulatory direction, or similar legal process requires or invites suspension;
• Rubberdesk is investigating any of the matters above and reasonably considers that suspension is appropriate pending the outcome of the investigation;
• The Subscriber has unpaid Fees that are overdue (in accordance with clause 6.6);
• A third-party service or sub-processor on which the Platform relies has imposed restrictions that require the suspension; or
• The Subscriber has failed to cooperate with an audit under clause 5.10.

13.2 Notice and Duration of Suspension

Where reasonably practicable, Rubberdesk will give the Subscriber prior notice of suspension and an opportunity to remedy the underlying issue. However, Rubberdesk may suspend without prior notice where Rubberdesk reasonably believes that immediate suspension is necessary to protect the Platform, other Users, Rubberdesk, or any third party, or to comply with legal or regulatory obligations.

Suspension will continue for as long as Rubberdesk reasonably considers necessary to investigate, remediate, or resolve the underlying issue. Rubberdesk will restore access promptly once it is satisfied that the issue has been resolved or no longer requires suspension. Suspension does not, of itself, terminate these Terms, and Fees continue to accrue and remain payable during the period of suspension unless Rubberdesk expressly waives them in writing.

13.3 Content Removal and Restriction

In addition to suspension of access, Rubberdesk may, in its sole discretion, remove, hide, restrict, edit (for formatting and technical purposes only), or quarantine any Content (including User Content) on the Platform where Rubberdesk reasonably believes that the Content:

• Breaches these Terms;
• Infringes the Intellectual Property Rights, privacy rights, or other rights of any third party;
• Is inaccurate, misleading, deceptive, defamatory, obscene, unlawful, or otherwise objectionable;
• Poses a security, legal, regulatory, or reputational risk; or
• Is the subject of a complaint, takedown notice, or legal process.

Rubberdesk’s exercise of these rights is not an endorsement of any Content that remains on the Platform, and does not impose any obligation on Rubberdesk to monitor, review, or remove any other Content.

13.4 Equitable Relief

The parties acknowledge that breach of clauses 2.4 (Restrictions), 3 (Nature of the Platform and User Content), 4 (Third-Party Intellectual Property), 5.3 (Credential Sharing), 7 (Intellectual Property of the Platform), or 8 (Confidentiality) may cause irreparable harm for which monetary damages would be inadequate. Without limiting any other right or remedy, Rubberdesk is entitled to seek and obtain injunctive relief, specific performance, account of profits, delivery up, and other equitable remedies in respect of any actual or threatened breach of those clauses, without proof of actual damage and without the requirement to post any bond, undertaking, or other security.

13.5 Cumulative Rights

The rights and remedies of Rubberdesk under this clause 13 are cumulative and in addition to, and not in substitution for, any other right or remedy available to Rubberdesk under these Terms, at law, or in equity.

13.6 No Liability for Exercise of Rights

Rubberdesk is not liable to the Subscriber, to any Authorised User, to any User, or to any third party for any loss, damage, or harm arising from any suspension, restriction, removal, or other action taken in good faith under this clause 13.

14. Term and Termination

14.1 Term

These Terms commence on the Effective Date and continue for the Subscription Term specified in the Order Form or subscription process. Subscriptions do not renew automatically. At the end of the Subscription Term the subscription expires unless the Subscriber elects to renew for a further term (through the Platform or a new Order Form); each elected renewal is a new Subscription Term on the Terms and Fees current at the time of renewal. Rubberdesk may remind the Subscriber before expiry.

14.2 Termination for Convenience

Either party may terminate these Terms by providing thirty (30) days’ prior written notice to the other party. Where the Subscriber terminates under this clause, the Subscriber’s access to the Platform will continue until the end of the then-current Subscription Term, and Fees already paid for that term remain subject to clause 6.5 (No Refunds). Where Rubberdesk terminates under this clause (other than for cause under clause 14.3), Rubberdesk will refund to the Subscriber a pro-rata portion of any prepaid Fees corresponding to the unused balance of the then-current Subscription Term.

14.3 Termination for Cause

Either party may terminate these Terms immediately upon written notice if: (a) the other party commits a material breach of these Terms and fails to cure such breach within fourteen (14) days after receiving written notice of the breach; (b) the other party becomes insolvent, enters into administration, liquidation, or receivership, or otherwise ceases to conduct business in the normal course; or (c) the other party engages in unlawful conduct in connection with these Terms.

14.4 Effect of Termination

Upon termination or expiry of these Terms (for any reason):

• The Subscriber’s and its Authorised Users’ right to access the Platform immediately ceases;
• The Subscriber must cease all use of the Platform and delete or return any Rubberdesk Confidential Information;
• Rubberdesk will make Customer Data available for export for a period of thirty (30) days following termination, after which Rubberdesk may delete Customer Data in accordance with its data retention policies and the Privacy Policy. Rubberdesk has no obligation to retain or restore any Customer Data after that period. For clarity, deletion under this clause does not extend to copies of Content that the Subscriber or its Users shared with other Users through the Platform prior to termination, which remain available to those recipients in accordance with clause 3.5;
• All accrued payment obligations (including Fees, interest, and collection costs) remain payable, and the Subscriber must pay all such amounts within fourteen (14) days of termination;
• All accrued indemnities, claims, and causes of action that have arisen prior to termination survive and remain enforceable; and
• All provisions of these Terms that by their nature should survive termination will survive, including (without limitation) clauses 1 (Definitions), 3 (Nature of the Platform and User Content), 4 (Third-Party Intellectual Property), 5.2 (Deemed Authorisation), 5.6 (Anti-Spam), 5.7 (Sanctions), 6 (Fees — in respect of amounts accrued prior to termination), 7 (Intellectual Property of the Platform), 8 (Confidentiality), 9 (Data Protection and Privacy), 10 (Warranties and Disclaimers), 11 (Limitation of Liability), 12 (Indemnification), 13 (Suspension and Enforcement), 14.4 (Effect of Termination), 16 (Data, Backups and System Errors), 18 (Dispute Resolution), 19 (Governing Law), and any other provision necessary for the interpretation or enforcement of these Terms.

14.5 No Prejudice

Termination of these Terms does not prejudice any rights or remedies that have accrued to either party prior to termination.

15. Service Levels and Support

15.1 Availability

Rubberdesk will use commercially reasonable efforts to make the Platform available 99.5% of the time during each calendar month, excluding scheduled maintenance and circumstances beyond Rubberdesk’s reasonable control. This availability figure is a target only, not a warranty or service-level commitment, and no service credits or other remedies attach to it. Service-level commitments and service credits (Schedule A) apply only where expressly incorporated into a signed Order Form.

15.2 Scheduled Maintenance

Rubberdesk will use reasonable efforts to provide advance notice of scheduled maintenance that may affect Platform availability. Where possible, maintenance will be scheduled during off-peak hours.

15.3 Support

Rubberdesk will provide technical support via email during standard business hours in Australia (9:00 AM to 5:00 PM AEST/AEDT, Monday to Friday, excluding Australian national public holidays) and in the United Kingdom (9:00 AM to 5:00 PM GMT/BST, Monday to Friday, excluding public holidays in England). Rubberdesk may offer additional support tiers at additional cost.

16. Data, Backups and System Errors

16.1 No Warranty as to Data Integrity

While Rubberdesk takes reasonable steps to operate the Platform securely and reliably, the Subscriber acknowledges and agrees that no online service can guarantee perfect availability, integrity, or preservation of data. The Platform, and all Customer Data and User Content stored or processed through it, are provided on an "as is" and "as available" basis. To the maximum extent permitted by law, Rubberdesk makes no warranty, representation, or guarantee that:

• Customer Data or User Content will be preserved without loss, corruption, alteration, or deletion;
• The Platform will operate without errors, bugs, defects, or interruptions;
• Backups will be made on any particular frequency, or will be recoverable in any particular form or timeframe; or
• Data import, export, migration, or AI-assisted extraction features (including extraction from PDFs, brochures, or other documents) will produce accurate or complete results.

16.2 Subscriber Responsibility for Independent Backups

The Subscriber is solely responsible for maintaining its own independent backups of any Customer Data, User Content, deals, shortlists, listings, proposals, contracts, communications, or other information that the Subscriber wishes to preserve. The Subscriber must not rely on the Platform as its primary or sole record-keeping system for information of business or legal importance.

Where the Platform offers export, download, or data portability functionality, the Subscriber is responsible for periodically exporting its data and verifying the completeness of those exports. Rubberdesk is not liable for any loss arising from the Subscriber’s failure to maintain independent backups.

16.3 No Liability for Data Loss or Corruption

To the maximum extent permitted by law, and without limiting clauses 10, 11, or 14, Rubberdesk is not liable for any loss, alteration, corruption, unavailability, or destruction of Customer Data, User Content, or any other information stored or processed through the Platform, including loss caused by or arising from:

• Software bugs, defects, errors, or design limitations in the Platform;
• Hardware failure, hardware error, or storage media failure;
• Failure, fault, or outage of any cloud hosting provider, infrastructure provider, content delivery network, telecommunications provider, or other third-party service on which the Platform relies (including Amazon Web Services and any sub-processor identified in the Privacy Policy);
• Network failure, internet outage, or connectivity issues, whether on Rubberdesk’s side, the Subscriber’s side, or any intermediate network;
• Power failure, environmental damage, or physical damage to infrastructure;
• Cyberattack, ransomware, denial-of-service attack, malicious code, or other security incident, whether or not Rubberdesk could have prevented it through reasonable security measures;
• Acts or omissions of the Subscriber, any Authorised User, or any person accessing the Platform through the Subscriber’s Account, including accidental or intentional deletion, modification, or corruption of data;
• Acts or omissions of any Third-Party Service or integration the Subscriber has authorised or connected to the Platform;
• Failed or partial data imports, migrations, or AI-assisted extractions, including inaccuracies in fields extracted from PDFs or other documents;
• Migration between Platform versions, infrastructure providers, or storage architectures;
• Scheduled or emergency maintenance, system upgrades, patches, or operational changes;
• Compliance with any lawful direction, order, or request from a court, regulator, law enforcement agency, or other governmental authority;
• Deletion of data following termination, in accordance with clause 14.4 or Rubberdesk’s data retention policies; or
• Any event of force majeure as described in clause 17.

16.4 Rubberdesk’s Sole Obligation

In the event of loss, corruption, or unavailability of Customer Data, Rubberdesk’s sole obligation, and the Subscriber’s sole and exclusive remedy, is to use commercially reasonable efforts to:

• Investigate the cause of the loss or corruption;
• Restore the affected data from the most recent available backup (where one exists, in a usable form, and where restoration is technically practicable); and
• Take reasonable steps to prevent recurrence.

Rubberdesk does not warrant that any restoration will be complete, current, or successful, and the Subscriber accepts that some loss of data between the most recent backup and the time of the incident may be unavoidable. Restoration efforts are without admission of liability.

16.5 Errors in AI-Generated and Automated Output

The Platform may use machine learning and artificial intelligence to generate suggestions, extractions, summaries, shortlist recommendations, market data, and other automated output. Such output:

• May contain errors, omissions, inaccuracies, hallucinations, or out-of-date information;
• Is provided for the Subscriber’s convenience only and must be independently reviewed and verified by the Subscriber before being relied upon or shared with any client or third party;
• Does not constitute professional advice of any kind; and
• Is provided without warranty of accuracy, completeness, or fitness for any particular purpose.

The Subscriber assumes all risk associated with reliance on AI-generated or automated output. Rubberdesk is not liable for any decision, communication, or transaction made in reliance on such output.

16.6 Reporting Errors and Defects

If the Subscriber identifies any data loss, corruption, error, defect, or unexpected behaviour in the Platform, the Subscriber must promptly notify Rubberdesk by emailing support@bolta.space, providing reasonable detail to enable investigation. Failure to report promptly may prejudice Rubberdesk’s ability to recover data or remediate the issue, and the Subscriber accepts the consequences of any delay.

16.7 Australian Consumer Law

Clause 10.6 applies to this clause 16. Nothing in this clause 16 excludes or limits any consumer guarantee, right, or remedy that cannot lawfully be excluded or limited.

17. Force Majeure

Neither party will be liable for any failure or delay in performing its obligations under these Terms to the extent that such failure or delay is caused by circumstances beyond the party’s reasonable control, including natural disasters, acts of government, pandemic, epidemic, war, terrorism, riots, power failures, internet or telecommunications failures, or cyberattacks. The affected party must promptly notify the other party and use reasonable efforts to mitigate the impact of the force majeure event.

18. Dispute Resolution

18.1 Negotiation

If a dispute arises under or in connection with these Terms, the parties will first attempt to resolve the dispute through good faith negotiation. Each party will appoint a senior representative with authority to settle the dispute, and those representatives will meet (in person or by video conference) within fourteen (14) days of the dispute being notified.

18.2 Mediation

If the dispute is not resolved within thirty (30) days of notification, either party may refer the dispute to mediation administered by the Australian Disputes Centre (ADC) in accordance with the ADC Mediation Rules.

18.3 Litigation

If the dispute is not resolved through mediation within sixty (60) days, either party may commence legal proceedings in the courts of New South Wales, Australia.

18.4 Carve-Out for Urgent and Equitable Relief

Notwithstanding clauses 18.1 to 18.3, either party may at any time, and without first complying with those clauses, apply to a court of competent jurisdiction for urgent interlocutory or injunctive relief, declaratory relief, specific performance, account of profits, delivery up, search and seizure orders, freezing orders, or any other equitable or interim remedy necessary to:

• Prevent or restrain an actual or threatened breach of clauses 2.4 (Restrictions), 3 (Nature of the Platform and User Content), 4 (Third-Party Intellectual Property), 5.3 (Credential Sharing), 5.7 (Sanctions), 7 (Intellectual Property of the Platform), or 8 (Confidentiality);
• Protect Confidential Information, Intellectual Property Rights, or personal data;
• Prevent irreparable harm; or
• Enforce or preserve any equitable right, in each case without proof of actual damage and without the requirement to post any bond, undertaking, or other security.

The seeking or obtaining of such relief does not constitute a waiver of any other right or remedy, or of the obligation to comply with clauses 18.1 to 18.3 in respect of the remainder of the dispute.

18.5 Individual Claims; No Class or Representative Proceedings

Each party agrees that any dispute, claim, or proceeding between them arising out of or in connection with these Terms will be brought and resolved on an individual basis only. To the maximum extent permitted by law, the Subscriber:

• Waives any right to participate as a plaintiff or class member in any class action, representative proceeding, group litigation, or consolidated proceeding against Rubberdesk;
• Will not join, consolidate, or coordinate any claim against Rubberdesk with the claims of any other person; and
• Acknowledges that any mediation, arbitration, or court proceeding will determine only the Subscriber’s individual claims and will not adjudicate the claims of any other person.

Nothing in this clause 18.5 limits, restricts, or excludes any right to bring representative proceedings that, by law, cannot be limited, restricted, or excluded by agreement (including, in Australia, certain representative proceedings under Part IVA of the Federal Court of Australia Act 1976 (Cth) and equivalent state legislation, and consumer guarantee remedies under the Australian Consumer Law). If this clause 18.5 is held by a court of competent jurisdiction to be unenforceable in respect of any particular claim or proceeding, it will be severed and the remainder of these Terms will continue in full force and effect.

19. Governing Law and Jurisdiction

These Terms are governed by and construed in accordance with the laws of New South Wales, Australia, and each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales, Australia (and any courts competent to hear appeals from them). This choice of law and forum applies to all Subscribers and Users, wherever located, to the maximum extent permitted by any mandatory law of the Subscriber’s or User’s own jurisdiction.

20. Modifications to these Terms

Rubberdesk reserves the right to modify these Terms at any time. Material changes will be communicated to the Subscriber via email or through notice on the Platform at least thirty (30) days before they take effect. Continued use of the Platform after the effective date of any changes constitutes acceptance of the revised Terms. If the Subscriber does not agree to the modified Terms, the Subscriber must cease using the Platform and may terminate the subscription in accordance with clause 14.

21. General Provisions

21.1 Entire Agreement

These Terms, together with the Privacy Policy, any Order Form, and any other documents expressly incorporated by reference, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous understandings, agreements, representations, and warranties.

21.2 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect. The invalid provision will be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties’ original intent.

21.3 Waiver

No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right. A waiver of any provision of these Terms will only be effective if made in writing.

21.4 Assignment

The Subscriber may not assign or transfer its rights or obligations under these Terms without Rubberdesk’s prior written consent. Rubberdesk may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the assignee agrees to be bound by these Terms.

21.5 Notices

All notices under these Terms must be in writing and will be deemed given when: (a) delivered personally; (b) sent by registered mail (deemed received three business days after posting); or (c) sent by email to the address specified in the Account or Order Form (deemed received when sent, unless the sender receives an automated error notification).

21.6 Relationship of the Parties

Nothing in these Terms creates a partnership, joint venture, agency, employment, or fiduciary relationship between the parties, or between Rubberdesk and any User or any User’s client. Neither party has authority to bind the other or incur obligations on the other’s behalf.

21.7 Third Party Rights

A person who is not a party to these Terms has no right to enforce any of its terms, except that Rubberdesk’s officers, directors, employees, and agents may enforce the indemnity in clause 12.1.

21.8 Counterparts

Order Forms may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument.

22. Contact Information

For questions about these Terms, please contact:

Rubberdesk Pty Ltd

ABN: 18 163 716 247

Email: support@bolta.space

Website: https://bolta.space

Australia: 9 Castlereagh Street, Sydney NSW 2000, Australia

United Kingdom: 10 Bloomsbury Way, London WC1A 2SL, United Kingdom

Schedule A – Service Level Agreement

Application. This Schedule A applies only where it is expressly incorporated into a signed Order Form between Rubberdesk and the Subscriber. It does not apply to self-serve, trial, or zero-fee subscriptions.

This Schedule forms part of the Terms and Conditions and sets out the service level commitments for the Platform.

A.1 Uptime Commitment

Rubberdesk targets 99.5% monthly uptime for the Platform, measured as the total minutes in a calendar month minus unplanned downtime minutes, divided by total minutes in the month. Scheduled maintenance windows are excluded from uptime calculations.

A.2 Response Times

Rubberdesk will use commercially reasonable efforts to respond to support requests within the following timeframes:

• Critical issues (Platform unavailable): 4 business hours
• High priority issues (significant feature impairment): 8 business hours
• Medium priority issues (non-critical feature issues): 2 business days
• Low priority issues (general enquiries): 5 business days

A.3 Service Credits

If the Platform fails to meet the 99.5% uptime commitment in any calendar month, the Subscriber may request a service credit equal to 5% of the monthly Fee for each full percentage point below 99.5%, up to a maximum of 25% of the monthly Fee. Service credits are the Subscriber’s sole and exclusive remedy for failure to meet uptime commitments.

A.4 Exclusions

The uptime commitment does not apply to: (a) scheduled maintenance; (b) circumstances beyond Rubberdesk’s reasonable control; (c) the Subscriber’s internet connectivity or equipment; (d) Third-Party Services; or (e) the Subscriber’s breach of these Terms.