Movermate Software as a Service Agreement

This Software as a Service Agreement ("Agreement") sets out the terms on which a business subscribes to the Movermate Services.

Effective date: 18 October 2026.

Parties.

• The Customer: the business named in the Order Form or that creates the subscription account.
• Movermate:
  • Sprout Tech Pty Ltd, trading as Movermate, Ground floor, 470 St Kilda Road, Melbourne VIC 3004, Australia, for Customers based in Australia and New Zealand; and
  • Movermate Inc., a Delaware corporation, 2810 N Church St #88983, Wilmington, DE 19802, USA, for Customers based in all other countries.

Acceptance. The Customer accepts this Agreement by signing an Order Form, clicking to accept it, or starting a paid subscription. The person accepting confirms they are authorised to bind the Customer. The Services are for business use only.

Documents that form the Agreement.

If they conflict, they apply in this order:

The Privacy Policy, Cookie Policy and Sub-processor List explain Movermate's practices and are referred to in these documents.

• "Customer Data" means all data, files and content that the Customer or its Users put into the Services, or that the Services collect for the Customer, including personal data.
• "Documentation" means Movermate's user guides and help articles for the Services, as updated from time to time.
• "Order Form" means the online checkout, plan selection or signed order that sets out the Customer's plan, number of Users, fees and Subscription Term.
• "Services" means the Movermate web application, the Movermate Field mobile app, the Movermate API and related services described in the Documentation and the Order Form.
• "Subscription Term" means the monthly or annual period stated in the Order Form, and each renewal of it.
• "Users" means the Customer's employees, contractors and crew whom the Customer authorises to use the Services.
• "Affiliate" means an entity that controls, is controlled by or is under common control with a party. "Business Day" means Monday to Friday, excluding public holidays where the recipient is located.
• "Data Processing Agreement", "Service Level Agreement", "Terms of Sale" and "Terms of Use" mean the Movermate documents with those names, as published on movermate.io.

3.1 Right to use. During the Subscription Term, Movermate grants the Customer a non-exclusive, non-transferable right for its Users to access and use the Services for the Customer's internal business purposes, in line with this Agreement, the Documentation and the plan in the Order Form.

3.2 Users. Each User must have their own login, and logins must not be shared. The Customer may reassign a User licence to a new person when someone leaves or changes role. If the Customer adds Users beyond its plan, the extra Users are charged as set out in the Order Form or Terms of Sale.

3.3 Affiliates. The Customer may let its Affiliates use the Services under its subscription. The Customer is responsible for their use as if it were its own.

3.4 Movermate Field. The Customer may install the Movermate Field app on its Users' devices for use with the Services.

3.5 API. The Customer may use the Movermate API to connect its own systems, subject to the API documentation and reasonable usage limits Movermate publishes to protect the Services.

3.6 Free trials. Free trials are provided for evaluation for the period Movermate states. The Service Level Agreement does not apply to trials. Customer Data in a trial that does not convert to a paid subscription is deleted 30 days after the trial ends, unless the Customer asks for an export before then.

3.7 Restrictions. The Customer must not, and must not let anyone else: resell, sublicense or provide the Services to third parties as a service bureau; copy, modify or create derivative works of the Services; reverse engineer them, except where the law does not allow this restriction; use them to build a competing product; or circumvent usage limits or security measures.

4.1 Providing the Services. Movermate will provide the Services in line with this Agreement, the Documentation and the Service Level Agreement, using reasonable skill and care and suitably qualified personnel.

4.2 Security and data protection. Movermate will protect Customer Data with the technical and organisational measures in the Data Processing Agreement, and will process personal data only as that agreement allows.

4.3 Support. Support, response times and escalation are set out in the Service Level Agreement, at no extra cost.

4.4 Improvements. Movermate may update and improve the Services over time. During a paid Subscription Term, Movermate will not materially reduce the core functionality of the Customer's plan or the security of the Services.

4.5 Notice of material changes. Movermate will give at least 30 days' notice before a change that materially affects how the Customer uses the Services, and at least 90 days' notice before removing a feature or API that Customers use, unless the change is needed sooner for security, legal or third-party reasons. If a change materially and adversely affects the Customer, it may terminate the affected Services before the change takes effect and receive a refund of prepaid fees for the period after termination.

4.6 Integrations. The Services let the Customer connect third-party apps, such as accounting, payment, telephony and automation apps. When the Customer connects one, it authorises Movermate to exchange Customer Data with that app as the Customer configures. Third-party apps are governed by the Customer's own terms with their providers, and Movermate is not responsible for them or for changes their providers make. Movermate will make reasonable efforts to keep its integrations working and will tell Customers if one is to be discontinued.

4.7 AI features. AI features draft content and build inventories from information the Customer's Users provide. AI output can contain errors, so the Customer is responsible for reviewing it before relying on it or sending it. Movermate does not use Customer Data to train AI models. The Customer can choose whether to use AI features.

The Customer is responsible for:

• its Users' compliance with this Agreement, and for activity under its account, except where caused by Movermate's breach or unauthorised access Movermate could reasonably have prevented;
• keeping login details confidential, managing User access promptly (including removing Users who leave), and using multi-factor authentication where offered;
• the accuracy, quality and lawfulness of Customer Data, and having the rights, notices and consents needed to provide it, including for crew location tracking and for emails and SMS sent to its own customers;
• complying with the laws that apply to its business, including privacy, marketing, spam, workplace surveillance and consumer laws; and
• keeping its own copies of Customer Data it needs for legal or business records, using the Services' export features.

Acceptable use. The Customer must not use the Services to break the law, infringe anyone's rights, send spam or unlawful marketing, upload malicious code, attack or overload the Services, or for any activity prohibited by the Terms of Use. The Customer will notify Movermate promptly at support@movermate.io if it becomes aware of any unauthorised access to its account.

6.1 Fees. The Customer pays the fees in the Order Form. Subscription fees are billed in advance for each Subscription Term. Usage-based charges, such as SMS above any included allowance, are billed in arrears at the rates shown in the Order Form or the Services.

6.2 Payment. Payment is by the methods offered at checkout, such as card or direct debit, processed by Movermate's payment provider. Where Movermate issues an invoice, it is payable within 14 days. Any card surcharge is applied only where the law allows and is shown before payment.

6.3 Taxes. Fees exclude taxes such as GST, VAT and sales tax unless the Order Form says otherwise. Movermate will add taxes it is required to collect and show them on its invoices. Each party is responsible for its own income taxes.

6.4 Late payment. If an amount is overdue, Movermate will send a reminder. If it remains unpaid 30 days after the due date, Movermate may suspend the Services after giving at least 14 days' further written notice. Movermate will not suspend or charge late fees for amounts the Customer disputes reasonably and in good faith, while the parties work to resolve the dispute. Suspension for non-payment does not delete Customer Data.

6.5 Price changes. Movermate will give at least 60 days' written notice of a price increase. An increase applies only from the start of the Customer's next Subscription Term, never during a prepaid term. If the Customer does not accept it, it can cancel before the renewal.

6.6 Refunds. Refunds are provided as set out in this Agreement, the Service Level Agreement and the Terms of Sale, and where the law requires.

7.1 Term. This Agreement starts when the Customer accepts it and continues until all Subscription Terms have ended.

7.2 Automatic renewal. Each Subscription Term renews automatically for the same length at the then-current price, unless either party cancels before the renewal date. For annual terms, Movermate will email the Customer a reminder at least 30 days before renewal, stating the renewal date, the price and how to cancel.

7.3 Cancellation by the Customer. The Customer can cancel at any time in its account settings or by emailing support@movermate.io. Cancellation takes effect at the end of the current Subscription Term, and the Services remain available until then.

7.4 Cancellation by Movermate. Movermate may decide not to renew a subscription by giving at least 60 days' notice before the renewal date.

7.5 Suspension. Movermate may suspend access only to the extent reasonably necessary: (a) to deal with a security threat or serious harm to the Services or others; (b) where required by law; or (c) for non-payment under Section 6.4. Movermate will give prior notice where possible, limit the suspension to the affected Users or features, and restore access promptly once the issue is resolved.

7.6 Termination for cause. Either party may terminate this Agreement by written notice if the other party:

• materially breaches it and does not fix the breach within 30 days after receiving written notice describing it; or
• becomes insolvent, enters administration, liquidation or a similar process, or stops carrying on business, to the extent the law allows termination on this ground.

7.7 Effect of termination.

• If the Customer terminates for Movermate's breach, or under Section 4.5 or 6.5, Movermate will refund prepaid fees for the period after termination.
• If Movermate terminates for the Customer's breach, fees already paid are not refunded, and fees due up to termination remain payable.
• The Customer can export Customer Data, and Movermate will return and delete it, as set out in the Service Level Agreement and Section 12 of the Data Processing Agreement.
• Sections that by their nature should survive termination, including those on fees owed, confidentiality, intellectual property, liability, indemnities and disputes, continue to apply.

8.1 Customer Data. The Customer owns Customer Data. It grants Movermate a limited licence to host, copy, process, transmit and display Customer Data only as needed to provide, secure and support the Services and as the Data Processing Agreement allows. Movermate will not sell Customer Data or use it for advertising or to train AI models.

8.2 Aggregated data. Movermate may create aggregated, de-identified statistics about use of the Services that do not identify the Customer, its Users or any individual, and use them to operate and improve the Services. Movermate will not attempt to re-identify them.

8.3 Movermate's intellectual property. Movermate and its licensors own the Services, the Documentation and all improvements to them. Except for the rights expressly granted in this Agreement, no rights are transferred to the Customer.

8.4 Feedback. Movermate may use suggestions the Customer gives about the Services without obligation, provided it does not identify the Customer or disclose its Confidential Information.

8.5 Confidentiality. "Confidential Information" means non-public information one party discloses to the other that is marked confidential or would reasonably be understood to be confidential, including Customer Data, pricing and security information. The receiving party will:

• use it only to perform or exercise rights under this Agreement;
• protect it with at least reasonable care, and no less care than it uses for its own similar information; and
• disclose it only to its personnel, Affiliates, sub-processors and advisers who need to know it and are bound by equivalent confidentiality obligations.

These obligations do not apply to information that is or becomes public without breach, was already lawfully known to the recipient, is independently developed, or is lawfully received from a third party without restriction. A party may disclose Confidential Information where the law or a court requires, after giving the other party prompt notice where lawful so it can seek protection. Confidentiality obligations last for 5 years after this Agreement ends, and for Customer Data and trade secrets for as long as they remain confidential.

9.1 Mutual warranties. Each party warrants that it has the authority to enter into this Agreement and will comply with the laws that apply to it in performing it.

9.2 Movermate's warranties. Movermate warrants that during the Subscription Term:

• the Services will perform materially in line with the Documentation;
• it will not materially reduce the security or core functionality of the Services; and
• it will use industry-standard measures to keep viruses and malicious code out of the Services.

If Movermate breaches these warranties, the Customer should tell Movermate. Movermate will fix the problem within a reasonable time. If it cannot, the Customer may terminate the affected Services and receive a refund of prepaid fees for the period after termination. These remedies are in addition to service credits under the Service Level Agreement.

9.3 Disclaimer. Except as set out in this Agreement and to the extent the law allows, the Services are provided without other warranties, express or implied, including about merchantability or fitness for a particular purpose. Movermate does not warrant that the Services will be error-free or uninterrupted, but its commitments in the Service Level Agreement still apply.

9.4 Movermate's indemnity. Movermate will defend the Customer against any third-party claim that the Services, as provided by Movermate, infringe that third party's intellectual property rights, and will pay damages and costs finally awarded or agreed in settlement. If such a claim is made or likely, Movermate may obtain the right for the Customer to keep using the Services, change them so they do not infringe without materially reducing functionality, or, if neither is reasonably possible, terminate the affected Services and refund prepaid fees for the period after termination. This indemnity does not cover claims caused by Customer Data, third-party apps the Customer connects, or the Customer's modification or misuse of the Services.

9.5 Customer's indemnity. The Customer will defend Movermate against any third-party claim arising from Customer Data or from the Customer's use of the Services in breach of this Agreement or the law, and will pay damages and costs finally awarded or agreed in settlement.

9.6 Process. The indemnified party must promptly notify the other of the claim, let it control the defence and settlement (no settlement may admit fault by the indemnified party without its consent), and give reasonable help at the indemnifying party's cost. Each party must take reasonable steps to reduce its loss.

The limits in this section apply equally to both parties.

10.1 Indirect loss. To the extent the law allows, neither party is liable for indirect or consequential loss, or for loss of profits, revenue, goodwill or anticipated savings, however caused. Costs of restoring or recovering lost Customer Data, and of notifying affected individuals and regulators after a breach caused by Movermate, are treated as direct loss.

10.2 Liability caps.

10.3 Service credits. Service credits paid under the Service Level Agreement count towards the general cap.

10.4 Contribution. Each party's liability is reduced to the extent the other party, or its Users or contractors, caused or contributed to the loss.

10.5 Non-excludable rights. Nothing in this Agreement excludes or limits any liability, right or remedy that cannot lawfully be excluded or limited, including under the Australian Consumer Law and the New Zealand Consumer Guarantees Act 1993 where they apply.

11.1 Anti-corruption. Each party will comply with applicable anti-bribery and anti-corruption laws, including the US Foreign Corrupt Practices Act, the UK Bribery Act 2010 and the Australian Criminal Code, and will not offer or accept improper payments in connection with this Agreement.

11.2 Sanctions and export controls. Each party will comply with the sanctions and export control laws that apply to it. The Customer confirms that it is not located in, organised under the laws of, or owned or controlled by a person in a country or region subject to comprehensive sanctions by the United States, Australia, the United Kingdom or the European Union, and is not on a government restricted-party list. The Customer will not let anyone in those places, or on those lists, use the Services. Movermate may suspend or terminate the Services where required to comply with these laws.

11.3 Modern slavery. Each party will take reasonable steps to ensure that modern slavery and human trafficking are not taking place in its operations or supply chain.

11.4 Publicity. Neither party will use the other's name or logo in marketing, case studies or customer lists without the other's prior written consent, which can be withdrawn at any time for future use.

11.5 Force majeure. Neither party is liable for a delay or failure caused by events beyond its reasonable control, such as natural disasters, war, terrorism, pandemics, widespread internet or power outages, or acts of government, provided it notifies the other party promptly, takes reasonable steps to limit the effect, and resumes performance as soon as practicable. This does not excuse the Customer's payment obligations, or Movermate's obligations to keep backups, follow its disaster recovery plan, protect Customer Data and notify breaches. If an event prevents the Services being provided for more than 30 consecutive days, either party may terminate the affected Services and the Customer will receive a refund of prepaid fees for the period after termination.

12.1 Escalation. If a dispute arises, either party may give written notice of it. Senior representatives of both parties will meet, in person or online, within 14 days and try in good faith to resolve it within 30 days of the notice.

12.2 Mediation. If the dispute is not resolved within that time, either party may refer it to mediation before starting court proceedings, except where urgent relief is needed. For Australian and New Zealand Customers, mediation is administered by the Resolution Institute; for all other Customers, by JAMS or another mediator agreed by the parties. The parties share the mediator's costs equally.

12.3 Governing law and courts.

12.4 Urgent relief. Nothing in this section stops a party from seeking urgent injunctive or other interim relief from a court to protect its rights, Confidential Information or intellectual property.

12.5 Mandatory rights. This section does not limit any right a Customer has to bring a claim before a court, tribunal or regulator under mandatory laws of its own country. The UN Convention on Contracts for the International Sale of Goods does not apply.

These terms apply in addition to the rest of this Agreement for Customers in the region named, and prevail if there is a conflict.

Australia

If the Customer is a consumer or small business under the Australian Consumer Law, nothing in this Agreement excludes the consumer guarantees or the unfair contract terms protections. Where the law allows Movermate to limit its liability for failing to meet a consumer guarantee, its liability is limited to supplying the Services again or paying the cost of having them supplied again.

New Zealand

The Customer acquires the Services for the purposes of a business. The parties agree that, to the extent permitted by section 43 of the Consumer Guarantees Act 1993 and section 5D of the Fair Trading Act 1986, the Consumer Guarantees Act 1993 and sections 9, 12A, 13 and 14(1) of the Fair Trading Act 1986 do not apply, and that this is fair and reasonable given that both parties are in trade and the Customer has had the opportunity to review these terms.

United Kingdom, European Union and EEA

The exit, data portability and switching terms in Section 7 of the Service Level Agreement apply, including the EU Data Act terms for Customers in the EU and EEA. Nothing in this Agreement limits rights that cannot be excluded under UK or EU law.

United States

The automatic renewal reminder and online cancellation in Sections 7.2 and 7.3 apply to all Customers. Where a state law requires additional renewal disclosures or cancellation methods, Movermate will provide them.

Canada

Customers in Quebec will receive this Agreement and the related documents in French before entering into them. The parties may then expressly choose to contract in English: les parties peuvent ensuite choisir expressément de contracter en anglais.

Other countries

Where the mandatory laws of the Customer's country give it rights that this Agreement would otherwise limit, those laws prevail to the extent of the conflict.

14.1 Notices. Notices under this Agreement must be in writing. Movermate sends them by email to the Customer's account administrator. The Customer sends them to support@movermate.io, or privacy@movermate.io for privacy matters. A notice is received on the next Business Day after it is sent, unless the sender receives a delivery failure.

14.2 Changes to this Agreement. Movermate may update this Agreement with at least 30 days' written notice. An update that materially and adversely affects the Customer does not apply until its next Subscription Term unless the Customer agrees, or the change is required by law. Changes to a signed agreement need both parties' written agreement.

14.3 Assignment. Either party may transfer this Agreement to an Affiliate or to a buyer of all or substantially all of its relevant business, with written notice to the other. Otherwise, neither party may transfer it without the other's written consent, which will not be unreasonably withheld.

14.4 Subcontracting. Movermate may use subcontractors and sub-processors, as set out in the Data Processing Agreement and Sub-processor List, and remains responsible for their performance.

14.5 Independent parties. The parties are independent contractors. Nothing in this Agreement creates a partnership, agency or employment relationship.

14.6 No third-party rights. No one other than the parties has rights under this Agreement, except data subjects' rights under the Standard Contractual Clauses incorporated in the Data Processing Agreement.

14.7 Entire agreement. This Agreement and the documents in Section 1 are the entire agreement about the Services and replace any earlier agreements, proposals or statements about them. Terms in a Customer purchase order or similar document do not apply, even if accepted or acknowledged.

14.8 Severability and waiver. If any part of this Agreement is invalid or unenforceable, it is limited or removed to the minimum extent needed and the rest continues to apply. A delay or failure to enforce a right is not a waiver of it.

14.9 Electronic signature. This Agreement may be accepted electronically and signed in counterparts, each of which is an original.

14.10 Contact.

• Sprout Tech Pty Ltd, trading as Movermate: Ground floor, 470 St Kilda Road, Melbourne VIC 3004, Australia. Phone: 1300 983 251
• Movermate Inc.: 2810 N Church St #88983, Wilmington, DE 19802, USA. Phone: +1 320 684 6339
• Support: support@movermate.io · Privacy: privacy@movermate.io · Sales: sales@movermate.io

Last updated: 18 October 2026