Cognomine Terms of Service

1.1 These terms govern the supply and use of Cognomine. Cognomine is supplied by Hyperbridge Pty Ltd (ACN 695 768 828, ABN 85 695 768 828), trading as Cognomine, of 85 Warren Street, Mount Cotton QLD 4165 (Hyperbridge, we, us or our). You means the person or organisation identified as the customer at checkout, in a quotation, purchase order or other order document.

1.2 You accept these terms, and a contract is formed between you and us, when the first of the following occurs:

1.3 If you accept these terms on behalf of an organisation, you represent and warrant that you have authority to bind that organisation.

1.4 If more than one document applies, the order of precedence is:

1.5 Any terms contained in, attached to or referred to in your purchase order, supplier portal, onboarding pack or other document do not apply, even if we accept a purchase order, provide Cognomine, issue an invoice or receive payment, unless we expressly agree to those terms in a written agreement signed by an authorised representative of Hyperbridge.

2.1 Access Period means the three or twelve month period of use attached to a Credit, as stated at the time of purchase, starting on upload as set out in clause 4.2.

2.2 Authorised User means an individual whom you permit to access Cognomine in accordance with clause 3.5.

2.3 Block Model means the block model file you upload, in CSV or OMF v2 format.

2.4 Bundle means two or more Credits purchased together in a single transaction.

2.5 Credit means the unit of purchase that entitles you to use Cognomine against one Block Model for one Access Period.

2.6 Customer Data means the Block Model and everything else you upload or enter, including constraints, cost and price assumptions, dig schedules and haulage strings.

2.7 Founding Member means a customer accepted into the founding members programme described in clause 14.

2.8 Output means the schedules, financial reports, fleet plans, haulage routes, diagnostics and provenance records Cognomine produces from your Customer Data.

2.9 Support means our support channel, contactable at support@hyperbridge.info.

3.1 One Credit entitles you to upload one Block Model and run unlimited scenarios against it for the Access Period, subject to clause 6. Compute is included. There is no per run charge.

3.2 Subject to the Credit you purchase and the functionality made available in Cognomine from time to time, Cognomine may provide scenario planning and analysis features, including schedules, 3D plan playback, financial reporting, fleet sizing, haulage planning, routes, constraint diagnostics, provenance records, scenario comparison and export functionality. Feature descriptions on our website are descriptions of Cognomine’s intended functionality and do not create a promise that every feature will be available for every Credit, model or scenario.

3.3 Cognomine accepts Block Models in CSV or OMF v2 format and is designed for models of up to approximately one million raw blocks. Large models are reblocked automatically to a working resolution before the solve. We may agree in writing to support larger models or other formats.

3.4 Cognomine is delivered as a hosted service. Nothing needs to be installed at your site. On site deployment is available separately.

3.5 You may permit up to two (2) additional Authorised Users to have full run access for each Credit, provided they are personnel of your organisation or, if you are a consultancy, personnel working for you on the relevant client engagement. Access is not restricted to a single email domain. You may give read-only access to Outputs to any number of people, including your clients. You must ensure that all Authorised Users comply with these terms, and you are responsible for their acts and omissions as if they were your own.

4.1 A Credit is valid for twelve (12) months from the date of purchase. If you do not bind the Credit to a Block Model within that period, the Credit expires and is not refundable, except to the extent required by law.

4.2 The Access Period starts when you upload a Block Model, not when you buy the Credit. An Access Period may therefore end later than twelve months after purchase.

4.3 When you first upload a Block Model using a Credit, that Credit becomes bound to the uploaded file. A Credit may only be used with that bound file during the Access Period. A revised, corrected, re-exported, re-mapped or otherwise different file is a different Block Model and requires a separate Credit.

4.4 Despite clause 4.3, you may request one reset of the first binding of a Credit if:

4.5 If we approve a request under clause 4.4, we will unbind the Credit from the incorrectly uploaded file once, at no charge, and you may bind it to the replacement file. We may refuse a reset request only where the conditions in clause 4.4 are not met or where allowing the reset would reasonably expose us to fraud, misuse or a material security risk.

4.6 The reset process in clauses 4.4 and 4.5 does not limit any rights you may have under the Australian Consumer Law.

4.7 At the end of the Access Period, your access to run scenarios stops. You may buy a further three (3) or twelve (12) month Credit for the same Block Model before expiry if you need more time.

5.1 The fees for a Credit or Bundle are those published at cognomine.com/pricing at the time of purchase, or those stated in the applicable quotation. If you are a Founding Member, the fees are those stated in your invitation email. All prices are in Australian dollars and are exclusive of GST. GST is added at checkout for website purchases, and is added and shown separately on any quotation or invoice we issue.

5.2 We may change published pricing at any time. A change to published pricing does not affect a Credit or Bundle already purchased.

5.3 For website purchases, payment is taken at checkout. For purchases made under a quotation, we may activate the Credit on receipt of your purchase order or written acceptance, issue an invoice on activation, and require payment within fourteen (14) days after the invoice date, unless the quotation states otherwise.

5.4 If an undisputed invoice remains unpaid for more than thirty (30) days after its due date, we may suspend access in accordance with clause 17.2. You must notify us promptly if you dispute an invoice and pay the undisputed amount by the due date.

6.1 Runs and scenario variants against a bound Block Model are unlimited during the Access Period. However, you must not use Cognomine in a way that materially and adversely affects the security, integrity, stability or availability of Cognomine for us or other customers.

6.2 Usage will be presumed to require review if, in a calendar month, it exceeds twenty (20) times the median monthly usage of active Cognomine accounts holding the same type of Credit during that month. This threshold is a review trigger only and does not itself reduce your entitlement to run scenarios.

6.3 Before imposing any reasonable usage-management measure, we will give you at least fourteen (14) days’ written notice, explain the relevant usage concern, and give you a reasonable opportunity to discuss practical alternatives. Any measure must be reasonably necessary to address the identified impact and proportionate to it.

6.4 We may take immediate and proportionate action, including temporarily suspending automated or abnormal activity, if it is reasonably necessary to address an immediate security risk or material risk to Cognomine’s availability. We will notify you as soon as reasonably practicable.

6.5 You may not resell access to Cognomine, run it as a benchmarking service for third parties, or use automated or scripted interfaces to submit work, except where we have expressly approved that use in writing. Running studies for your own clients as a consultancy is not resale and is expressly permitted. You must not circumvent or attempt to circumvent reasonable technical measures that protect Cognomine or enforce these terms.

6.6 You must not use Cognomine:

7.1 The money back guarantee applies to your organisation’s first purchase of a Credit or Bundle only. A Bundle counts as a single purchase.

7.2 If Cognomine is not a fit for you, you may request a full refund of the fees paid for that first purchase by contacting Support within seven (7) days after payment or, where we activate the Credit before payment under clause 5.3, within seven (7) days after activation, whichever occurs first. The period runs whether or not you have uploaded a Block Model.

7.3 A Founding Member has fourteen (14) days instead of seven (7) days, measured from the same starting point as clause 7.2. This applies to the first purchase only.

7.4 The guarantee does not apply to any later purchase, whether or not you are a Founding Member.

7.5 We will process an eligible refund within thirty (30) days after receiving the request. Once we process the refund, your access to Cognomine under the refunded Credit or Bundle ends.

7.6 This guarantee is in addition to, and does not limit, any rights or remedies you have under the Australian Consumer Law.

8.1 You own your Customer Data. You own the Outputs Cognomine produces from it. We claim no ownership of your orebody data, operational records, site constraints, business rules, production outputs or process knowledge.

8.2 You grant us a non-exclusive, worldwide, royalty-free licence to host, copy, process, transmit, display and otherwise use Customer Data only to the extent reasonably necessary to provide, secure, maintain, support and improve Cognomine for you, and to comply with law. This licence ends when your entitlement ends, subject to our legal retention obligations and any limited retention in backups under clause 11.3.

8.3 We will not use your Customer Data, Outputs or operational detail to train, configure or tune Cognomine for another customer, and will not disclose them to another customer, unless you give us prior written permission or disclosure is required by law.

8.4 We own Cognomine itself, including the solver, the platform, and any improvements to them. Nothing in these terms transfers that to you.

9.1 You warrant that you own the Customer Data you upload, or are licensed to use it, and that you are entitled to grant us the licence in clause 8.2.

9.2 If any Customer Data belongs to another person, including your client, you warrant that you have obtained, and will maintain, all rights, permissions, consents and approvals necessary to upload that Customer Data and to grant us the licence in clause 8.2.

9.3 You indemnify us against any loss, liability, damage, cost or expense (including reasonable legal costs) that we incur as a result of a third-party claim that our receipt, hosting, processing or use of Customer Data in accordance with these terms infringes that third party’s rights or breaches an obligation owed to that third party, except to the extent the claim arises from our breach of these terms, our negligence or our wilful misconduct.

9.4 We must notify you promptly of a claim for which we seek indemnity under clause 9.3, give you reasonable information and assistance at your cost, and allow you to control the defence and settlement of the claim. You must not settle a claim in a way that admits fault by us or imposes a non-monetary obligation on us without our prior written consent.

9.5 We may require you to provide evidence of the permissions or consents referred to in clause 9.2 where reasonably necessary to investigate a complaint, respond to a claim or manage a material legal or security risk.

10.1 Each of us will keep the other’s confidential information confidential and use it only for the purpose it was given. Your Customer Data and Outputs are your confidential information. The workings of Cognomine are ours.

10.2 This does not apply to information that is already public through no fault of the receiver, was already known, is independently developed, or must be disclosed by law or a stock exchange listing rule. If disclosure is compelled, the party disclosing will tell the other first where it is lawful to do so.

10.3 The obligations in this clause 10 continue for three (3) years after the entitlement ends, except in relation to Customer Data, Outputs and trade secrets, where they continue for so long as that information remains confidential.

11.1 We store Customer Data and Outputs in Australia, except that a service provider may process limited data outside Australia where you have agreed in writing or where this is reasonably necessary to provide a support service requested by you.

11.2 We will maintain reasonable technical and organisational measures designed to protect Customer Data against unauthorised access, use, disclosure, loss, interference, modification or destruction.

11.3 When your entitlement ends, we will delete or de-identify Customer Data and Outputs within thirty (30) days, except to the extent we are required by law to retain them or they remain in routine backup systems. Any retained backup copy will remain protected under these terms and will be deleted or overwritten in accordance with our normal backup cycle.

11.4 You may request earlier deletion of Customer Data by contacting Support. Subject to clause 11.3, we will comply with a valid request within thirty (30) days.

11.5 Our handling of personal information is described in our Privacy Policy. The Privacy Policy is provided for information and is not incorporated into these terms.

11.6 You are responsible for maintaining your own copies of Customer Data and Outputs before your entitlement ends or you request deletion. We do not provide a data-retrieval or export service after deletion, except where required by law or agreed by us in writing.

12.1 Cognomine is currently offered in beta. Beta status means that features may change, errors may occur and functionality may be unavailable from time to time. Except as expressly stated in these terms or required by law, we do not promise that Cognomine will be uninterrupted, error-free or available at all times.

12.2 We will use reasonable efforts to notify you in advance of planned maintenance likely to materially affect your use of Cognomine.

12.3 During the Access Period, we will provide support by email and, where reasonably appropriate, by call.

12.4 If a fault for which we are responsible prevents you from running scenarios for more than five consecutive business days, we will extend the Access Period by the period of unavailability. This remedy is in addition to any rights that cannot lawfully be excluded.

13.1 Cognomine is intended to generate planning outputs based on the constraints, assumptions and data you provide. It does not guarantee that an Output is mathematically optimal, complete, error-free, suitable for a particular mine, or capable of achieving a particular financial, operational, production, safety or other outcome.

13.2 Cognomine is a decision-support and planning tool only. You are solely responsible for independently reviewing and validating Customer Data and Outputs, obtaining appropriate technical and professional advice, and making all decisions about your operation. You must not rely on an Output as the sole basis for an operational, safety, investment or production decision.

13.3 Any benchmark, comparison or performance information we publish is based on the stated test conditions and is not a representation or guarantee of the results Cognomine will achieve for your Block Model, mine or operation.

13.4 Nothing in this clause 13 excludes, restricts or modifies any guarantee, right or remedy that cannot lawfully be excluded, restricted or modified.

14.1 There are a limited number of founding places. A place is agreed on a call, not through a form, and takes effect when you pay for your first Credit.

14.2 Founding pricing applies to every Credit or Bundle you buy through to 30 September 2027, at the founding rate stated in your invitation email. Changes to published pricing, including any move to launch pricing, do not affect your founding rate.

14.3 In return you agree to give us a short reference or testimonial once Cognomine launches. We will not publish anything without your written approval of the wording. Where attribution is not appropriate, an anonymised form can be agreed.

14.4 Founding Members will receive reasonable priority consideration for feature requests and direct access to the engineering team for scenario setup and review, subject to availability and our product roadmap.

14.5 Joint publication of the work is optional and only happens if you want it.

15.1 Cognomine is currently sold in Australia only. If you are outside Australia, contact us and we will quote separately.

16.1 Nothing in these terms excludes, restricts or modifies any guarantee, right or remedy under the Australian Consumer Law or any other law that cannot lawfully be excluded, restricted or modified.

16.2 To the extent permitted by section 64A of the Australian Consumer Law, and only where Cognomine is not of a kind ordinarily acquired for personal, domestic or household use or consumption, our liability for a failure to comply with a consumer guarantee in relation to services is limited, at our option, to supplying the services again or paying the cost of having the services supplied again.

16.3 Subject to clauses 16.1 and 16.2, and except as provided in clause 16.4, neither party’s total aggregate liability to the other arising out of or in connection with Cognomine, these terms or a Credit will exceed the greater of:

16.4 Clause 16.3 does not apply to a breach of clause 10. Instead, and subject to clauses 16.1 and 16.2, our total aggregate liability to you for breach of clause 10 will not exceed A$500,000 or, if less, five (5) times the greater of the amounts described in clauses 16.3(a) and 16.3(b). Your liability for breach of clause 10 is not capped.

16.5 The caps in clauses 16.3 and 16.4 do not apply to:

16.6 Subject to clauses 16.1 and 16.2, neither party is liable to the other for any indirect or consequential loss, or for loss of profit, revenue, business, goodwill, opportunity, anticipated savings or data, whether arising in contract, tort (including negligence), statute or otherwise. This clause does not exclude loss that is a direct loss merely because it falls within one of those categories.

16.7 Neither party is liable for delay or failure to perform an obligation, other than an obligation to pay money, to the extent caused by an event beyond that party’s reasonable control. The affected party must use reasonable efforts to reduce the effect of that event and notify the other party as soon as reasonably practicable.

17.1 Either party may terminate the agreement for a material breach by the other party if the breach is not capable of remedy, or if the breach is capable of remedy and is not remedied within fourteen (14) days after written notice describing the breach and the action required to remedy it.

17.2 We may suspend your access to Cognomine if:

17.3 Before suspending under clause 17.2(b), we will give you reasonable written notice and an opportunity to address the issue unless we reasonably consider that immediate suspension is necessary to prevent or reduce an immediate security, legal or material service-availability risk.

17.4 Any suspension will be limited to the extent and duration reasonably necessary to address the relevant issue. We will restore access promptly once the issue is resolved.

17.5 If we terminate without cause, permanently withdraw Cognomine during your Access Period, or are unable to restore a suspension caused by our breach within a reasonable time, we will refund:

17.6 We do not have to provide a refund under clause 17.5 where we terminate or suspend because of your breach, except to the extent required by law.

17.7 On termination or expiry, clauses 5, 8, 9, 10, 11, 13, 16, 17.5, 18 and 20, and any other provision intended by its nature to survive, will continue.

18.1 Notices to us must be sent to support@hyperbridge.info. Notices to you may be sent to the email address associated with your account or stated in the applicable quotation. A notice sent by email is taken to be received when it enters the recipient’s information system, unless the sender receives an automated failure or bounce-back message, or the sender knows that the email address is no longer current.

19.1 We may change these terms for future purchases by publishing a new version at cognomine.com/terms that identifies its version number and effective date.

19.2 The version of these terms in force when you purchase a Credit governs that Credit for its Access Period. A later version does not apply to a Credit already purchased, unless we both agree in writing.

19.3 Despite clause 19.2, we may correct an obvious clerical, typographical or cross-reference error in these terms if the correction does not materially reduce your rights or increase your obligations in relation to an existing Credit. We will notify affected customers of a correction as soon as reasonably practicable.

20.1 These terms are governed by the laws of Queensland, Australia. The parties submit to the non-exclusive jurisdiction of the courts of Queensland and courts entitled to hear appeals from them, subject to any law that gives a party a right to bring proceedings elsewhere.

20.2 If part of these terms is unenforceable, the rest continues to apply.

20.3 Neither party may assign, novate or otherwise transfer its rights or obligations under these terms without the other party’s prior written consent, not to be unreasonably withheld or delayed. However, we may assign or novate these terms to a related body corporate or in connection with a sale of all or substantially all of the business or assets relating to Cognomine, provided that the assignee agrees in writing to assume our obligations under these terms and we give you written notice.

20.4 These terms, the applicable quotation and any separate written agreement signed by both parties form the entire agreement between us about Cognomine and supersede prior discussions, understandings and representations about it. Nothing in this clause limits liability for fraud, misleading or deceptive conduct or any liability that cannot lawfully be excluded.

21.1 Hyperbridge Pty Ltd, 85 Warren Street, Mount Cotton QLD 4165. Email sales@hyperbridge.info for commercial questions and support@hyperbridge.info for support or notices under these terms.