Terms and Conditions

1. Definitions

“Agreement” means these Terms and Conditions, together with any Order Form, Privacy Policy, AI Usage Policy, security schedule, data processing terms or other document expressly incorporated by reference.

“AI Proposals” means suggestions, recommendations, drafts, automated content or other outputs generated by artificial intelligence or machine learning features within the Service, which require human review and approval before implementation.

“Australian Consumer Law” means Schedule 2 to the Competition and Consumer Act 2010 (Cth).

“Customer Data” means all data, content, records, documents and information uploaded, submitted, generated, stored or otherwise provided by or on behalf of the Customer in connection with the Service.

“Documentation” means the user guides, help content, release notes or functional descriptions published by Shelf Labs for the Service from time to time.

“Order Form” means an online checkout, order confirmation, proposal, statement of work or other ordering document accepted by Shelf Labs and the Customer.

“Personal Information” has the meaning given in the Privacy Act 1988 (Cth).

“Service” means the ShelfGRC platform, a cloud-based software-as-a-service application for governance, risk and compliance management, including AI-assisted features, tools and related services provided by Shelf Labs.

“Shelf Labs,” “we,” “us” or “our” means Shelf Labs Pty Ltd (ABN 38 691 395 730) and, where the context requires, its officers, employees, contractors, agents and permitted assigns.

“Subscription Term” means the period during which the Customer is authorised to access and use the Service under an Order Form or subscription plan.

“you,” “your” or “Customer” means the individual or organisation accessing or using the Service.

2. Acceptance of Terms

By creating an account, accessing or using ShelfGRC, you acknowledge that you have read, understood and agree to be bound by this Agreement, including along with our Privacy Policy and AI Usage Policy.

If you enter into this Agreement on behalf of an organisation, you represent and warrant that you have authority to bind that organisation. If you do not have that authority, you must not accept these Terms or use the Service on behalf of that organisation.

If there is an inconsistency between these Terms and an Order Form signed or expressly accepted by Shelf Labs, the Order Form prevails to the extent of the inconsistency.

3. Service Description

3.1 Core Features

ShelfGRC provides a governance, risk and compliance management platform. Depending on your subscription plan, features may include:

• risk register management and risk assessment workflows;
• control library management and control effectiveness tracking;
• evidence repository and audit trail management;
• compliance obligation tracking;
• incident management and reporting;
• AI-assisted proposal, response, recommendation or content generation; and
• executive reporting, dashboards and analytics.

3.2 AI-Assisted Features

The Service may include AI-assisted features that generate AI Proposals. AI Proposals are advisory only and are intended to support, not replace, human judgement.

You acknowledge that:

• AI Proposals are suggestions and are not decisions made by Shelf Labs;
• you retain full control and responsibility for all decisions, approvals, actions and implementation steps;
• AI-generated content may contain errors, omissions, outdated information or inaccuracies; and
• you must review, validate and approve all AI Proposals before relying on them or implementing them.

3.3 Business to Business Product

ShelfGRC is a business-to-business (B2B) product. We design, price and provide it for businesses and other organisations to use for their professional and business purposes, not for personal, domestic or household use.

When you take out a subscription (including a free trial) or otherwise use the Service, you confirm and promise that:

• you are acquiring and will use the Service for the purposes of a business, enterprise or other organization you run or work for — for example, a company, sole trader, partnership, trust, association or government body — and not for personal, domestic or household use;
• you are subscribing in the course of, or for the purposes of, carrying on that business or enterprise; and
• you will use the Service only for business purposes, and you’ll tell us if this stops being true.

These confirmations matter for how tax applies to your subscription. If you can’t give them, you must not subscribe to or use the Service.

This clause is about the nature of your use and how tax applies. It doesn’t take away any rights you may have under the Australian Consumer Law, or any other law that can’t be excluded.

3.4 No Professional Advice

The Service and any AI Proposals do not constitute legal, regulatory, compliance, risk management, accounting, tax or professional advice. Customers remain responsible for obtaining appropriate professional advice and for meeting their own legal, regulatory, governance and compliance obligations.

4. Account Registration and Security

4.1 Account Creation

To use the Service, you must create an account and provide accurate, complete and current registration information. You agree to:

• provide truthful and accurate registration information;
• maintain and promptly update your account information;
• maintain the security and confidentiality of your login credentials;
• ensure that users are authorised to access the relevant Customer account; and
• notify Shelf Labs promptly of any suspected unauthorised access or security breach.

4.2 Account Responsibility

You are responsible for all activities that occur under accounts and credentials assigned to you or your users, except to the extent caused by Shelf Labs’ breach of this Agreement or failure to use reasonable security measures.

5. Subscription and Payment Terms

5.1 Subscription Plans

ShelfGRC is offered on a subscription basis. Subscription plans, usage limits, inclusions, features and pricing are described on our website, checkout page, proposal or Order Form and may be updated from time to time with reasonable notice.

5.2 Payment

Subscription fees are billed in advance on a monthly, annual or other agreed basis as selected during registration or stated in the Order Form. All fees are non-refundable except as required by law or as expressly stated in this Agreement.

5.3 Late Payments

If you don’t pay an undisputed amount within 14 days of its due date, then after giving you at least 7 days’ notice we may charge interest at 2% per year above the Reserve Bank of Australia cash rate (building up daily) and/or pause your access until you pay. Pausing your access doesn’t cancel your obligation to pay.

5.4 Automatic Renewal

Unless your Order Form states otherwise, subscriptions automatically renew at the end of each billing period unless cancelled before the renewal date. You authorise Shelf Labs or its payment processor to charge your payment method for renewal fees.

5.5 Price Changes

Shelf Labs may modify subscription fees with at least 30 days’ notice. If you do not agree to a price change, you may cancel your subscription before the change takes effect. Continued use of the Service after the effective date constitutes acceptance of the new fees.

5.6 Taxes

Unless stated otherwise, subscription fees are stated in United States dollars (USD) and exclusive of taxes. Where Shelf Labs is registered or required to collect them, Shelf Labs will calculate, charge and remit applicable indirect taxes, including Australian Goods and Services Tax (GST), value-added tax (VAT), sales tax or similar taxes determined by your billing location and, where relevant, your tax status.

Any such taxes will be shown and added to your fees at checkout or on your invoice. You remain responsible for taxes, duties, levies, withholdings, currency-conversion fees and bank charges imposed on you that Shelf Labs is not required to collect.

5.7 Withholding Tax

As noted in 5.6, our subscription fees are exclusive of withholding tax. You must pay us free and clear of, and without any deduction or withholding for, tax, unless the law requires you to withhold. If the law in your country requires you to deduct or withhold tax from a payment to us, then:

• you must gross up the payment — that is, increase it so that, after the deduction or withholding, we receive the same amount we would have received if no withholding had applied;
• you must pay the withheld amount to the relevant tax authority on time; and
• you must give us valid documentation from that tax authority confirming the withholding has been paid — at the time you pay the invoice, or as soon as you receive it.

Because we are an Australian company, a double-tax treaty will often reduce or remove withholding. Please contact us before you withhold any tax, as we may be able to assist you. We’ll both work together in good faith to claim any treaty relief that’s available.

5.8 The Fees Are for a Service

We both agree that the subscription fees are paid for a Service. The subscription lets you access and use the Service. They are not payment for the transfer or licence of copyright or any other intellectual property, know-how or equipment. We’ll both treat the subscription fees this way for tax purposes wherever the law allows.

5.9 Accuracy of Billing and Tax Information

You are responsible for providing and maintaining accurate and complete billing information, including billing address and any business tax identification number such as an ABN, VAT number or GST registration number. Shelf Labs may rely on this information to determine and apply the correct tax treatment.

If information you provide is inaccurate, incomplete or out of date and this results in tax being under-collected or over-collected, Shelf Labs may re-calculate, adjust or re-issue invoices, and charge or refund the difference, as required by applicable law.

5.10 Business Customers and Reverse Charge

If you provide a valid business tax identification number, certain cross-border supplies of the Service may be zero-rated or subject to a reverse charge, in which case you are responsible for self-accounting for and remitting the applicable tax to your own tax authority. By providing a business tax identification number, you represent that you are acquiring the Service for business purposes and that the number is valid and belongs to your organisation.

5.11 Payment Processing and Currency

Payments may be processed by Stripe or another third-party payment processor and are subject to the processor’s applicable terms. Fees are charged in USD unless otherwise stated in an Order Form. You are responsible for foreign-exchange, currency-conversion, cross-border, card or bank fees charged by your bank, card provider or payment processor.

6. Data Ownership, Processing and Privacy

6.1 Customer Data Ownership

You retain all ownership rights in Customer Data. Shelf Labs does not claim ownership of Customer Data.

6.2 Licence to Use Customer Data

You grant Shelf Labs a limited, non-exclusive, worldwide licence to access, use, process, transmit, store and display Customer Data solely to:

• provide, maintain, secure and support the Service;
• generate AI Proposals and recommendations where enabled by you or your users;
• improve Service functionality, performance, reliability and security, provided that any analytics or improvements use aggregated or de-identified information wherever reasonably practicable;
• prevent, detect and respond to fraud, misuse, technical issues or security incidents; and
• comply with legal obligations.

6.3 Data Processing

Shelf Labs will process Customer Data in accordance with this Agreement, the Privacy Policy and applicable privacy and data protection laws.

6.4 Data Hosting and Cross-Border Transfers

Shelf Labs may use third-party cloud infrastructure, database, authentication, analytics, payment and support providers to host, process and support the Service. Customer Data may be stored or processed in Australia or in other jurisdictions used by Shelf Labs and its service providers.

Where Customer Data is transferred outside Australia, Shelf Labs will take reasonable steps to ensure that service providers maintain appropriate privacy and security protections consistent with applicable privacy laws and the nature of the Customer Data.

6.5 Privacy Laws

Shelf Labs will comply with applicable privacy and data protection laws in relation to Personal Information processed in connection with the Service, including the Privacy Act 1988 (Cth) and the Australian Privacy Principles where applicable.

6.6 De-Identified and Aggregated Data

Shelf Labs may collect and use de-identified or aggregated data about use, performance and operation of the Service for analytics, benchmarking, product improvement, security, reporting and business purposes, provided that such data does not identify the Customer, individual users or any person.

7. Acceptable Use

7.1 Permitted Use

You may use the Service only for lawful internal business purposes and in accordance with this Agreement, Documentation and applicable laws. You must not:

• violate applicable laws, regulations or third-party rights;
• upload malicious code, viruses, harmful content or unlawful material;
• attempt to gain unauthorised access to the Service or related systems;
• interfere with or disrupt the Service, servers, networks or other customers;
• use the Service to transmit spam, phishing, fraudulent, deceptive or harmful content;
• reverse engineer, decompile, disassemble or attempt to derive source code except to the extent permitted by law;
• resell, sublicense, redistribute or make the Service available to third parties without authorisation;
• use the Service to develop a competing product or service;
• use the Service in breach of export-control or sanctions laws (see clause 18); or
• circumvent technical limits, security controls, access controls or usage restrictions.

7.2 Enforcement

Shelf Labs may investigate suspected violations and take appropriate action, including suspending access, removing harmful content, notifying affected parties or reporting unlawful activity to relevant authorities. Shelf Labs will use reasonable efforts to limit suspension to the affected account, user, feature or data where practicable.

7.3 AI Usage Limits and Fair Use

The Service may include AI-assisted features that consume computational resources provided by Shelf Labs and its third-party technology providers.

Customer use of AI-assisted features is subject to reasonable and fair use. If Shelf Labs reasonably determines that a Customer’s use of AI-assisted features is excessive, abnormal, automated, abusive or materially exceeds the usage patterns anticipated for the Customer’s subscription plan, Shelf Labs may:

• apply usage limits or rate limits;
• charge additional fees for excess usage; or
• temporarily suspend access to AI-assisted features until usage returns to reasonable levels.

Where practical, Shelf Labs will provide prior notice before applying additional charges or restrictions.

8. Intellectual Property Rights

8.1 Shelf Labs Intellectual Property

The Service, software, platform design, workflows, text, graphics, logos, user interface, Documentation, templates, know-how and other materials supplied by Shelf Labs, excluding Customer Data, are owned by Shelf Labs or its licensors or its related parties and protected by copyright, trade mark and other intellectual property laws.

8.2 Limited Licence

Subject to payment of applicable fees and compliance with this Agreement, Shelf Labs grants you a limited, non-exclusive, non-transferable, revocable licence during the Subscription Term to access and use the Service for your internal business purposes.

8.3 Trademarks

ShelfGRC, Shelf Labs, 52 Risks® and related names, marks and logos are trademarks or brand assets of Shelf Labs and/or its related parties. You must not use Shelf Labs, ShelfGRC, or 52 Risks® trademarks without prior written consent.

8.4 Feedback

If you provide suggestions, ideas or feedback about the Service, Shelf Labs may use that feedback without restriction or obligation, provided that Shelf Labs does not disclose your Confidential Information or Customer Data in doing so.

9. Service Availability, Support and Continuity

9.1 Service Level

Shelf Labs will use commercially reasonable efforts to maintain reliable operation of the Service. The Service may be unavailable from time to time due to maintenance, upgrades, technical issues or events outside Shelf Labs’ reasonable control.

9.2 Support

Shelf Labs provides customer support via email and in-app messaging. Support response times, escalation paths and inclusions may vary by subscription plan or Order Form.

9.3 Availability Target

Shelf Labs will use commercially reasonable efforts to maintain Service availability of 99.5% measured monthly, excluding scheduled maintenance, emergency maintenance, beta or preview features, customer-caused issues, third-party service failures outside Shelf Labs’ reasonable control and events outside Shelf Labs’ reasonable control.

9.4 Maintenance

Shelf Labs may perform scheduled or emergency maintenance. Where practicable, Shelf Labs will provide reasonable advance notice of scheduled maintenance likely to materially affect Service availability.

9.5 Business Continuity and Disaster Recovery

Shelf Labs maintains backup and recovery procedures designed to support continued operation of the Service and recovery of Customer Data following a disruption. While specific recovery times are not guaranteed unless expressly stated in an Order Form, Shelf Labs will use commercially reasonable efforts to restore affected services as soon as practicable.

10. Information Security

Shelf Labs will maintain administrative, technical and organisational safeguards designed to protect Customer Data against unauthorised access, disclosure, loss, misuse or alteration, having regard to the nature of the Service, the Customer Data and generally accepted industry practices for SaaS providers of similar size and maturity.

These safeguards may include:

• encryption of data in transit using industry-standard protocols;
• encryption of data at rest where supported by underlying infrastructure;
• role-based access controls and authentication controls;
• least-privilege access practices for personnel and contractors;
• system monitoring and logging;
• backup procedures;
• vulnerability management practices;
• incident response procedures; and
• reasonable due diligence over material third-party service providers.

Shelf Labs will regularly review and update these safeguards, taking into account changes in technology, threats, business operations and the nature of Customer Data processed.

11. Security Incident Notification

Shelf Labs will notify affected Customers without undue delay after becoming aware of a confirmed unauthorised access to, disclosure of or loss of Customer Data that is likely to have a material adverse impact on the Customer or trigger a mandatory notification obligation.

Shelf Labs will:

• provide information reasonably available regarding the incident;
• take reasonable steps to contain, investigate and remediate the incident;
• cooperate reasonably with affected Customers in relation to applicable legal obligations; and
• not make public statements identifying the Customer without the Customer’s consent, unless required by law.

Notification of a security incident is not an admission of liability by Shelf Labs.

12. Australian Consumer Law and Non-Excludable Rights

Nothing in this Agreement excludes, restricts or modifies any rights, remedies, guarantees, warranties or conditions that cannot lawfully be excluded, restricted or modified under applicable law, including the Australian Consumer Law.

To the extent permitted by law, where Shelf Labs breaches a non-excludable guarantee in relation to services, Shelf Labs’ liability is limited to either supplying the services again or paying the cost of having the services supplied again.

13. Warranties, Disclaimers and AI Limitations

13.1 Service Warranty

Shelf Labs warrants that:

• the Service will be provided with due care and skill;
• Shelf Labs will take reasonable steps to maintain the security and availability of the Service;
• the Service will substantially perform in accordance with its published Documentation; and
• Shelf Labs will comply with applicable laws in providing the Service.

13.2 Disclaimer

Except as expressly stated in this Agreement and to the maximum extent permitted by law, the Service is provided on an “as is” and “as available” basis and all other warranties, representations, guarantees or conditions, whether express, implied or statutory, are excluded.

Shelf Labs does not warrant that the Service will be uninterrupted, error-free, free from all defects or compatible with all systems, browsers, integrations or use cases.

13.3 AI-Assisted Features

AI-generated outputs are intended to assist users and do not constitute professional, legal, compliance, regulatory, accounting, tax or risk management advice. Customers remain responsible for reviewing, validating and approving AI-generated outputs before reliance or implementation.

Shelf Labs does not guarantee the accuracy, completeness, reliability, currency or suitability of AI-generated outputs for any particular purpose. Customers should apply human review and professional judgement before relying on AI Proposals.

14. Limitation of Liability

14.1 Exclusion of Consequential Loss

To the maximum extent permitted by law, neither party will be liable to the other for indirect, consequential, incidental, special, exemplary or punitive loss or damage, including loss of profits, revenue, goodwill, business opportunity or anticipated savings, whether arising in contract, tort, negligence, statute or otherwise.

14.2 Exceptions

The exclusions and limitations in this clause do not apply to liability that cannot be excluded or limited by law, or to liability arising from:

• fraud or fraudulent misrepresentation;
• wilful misconduct;
• death or personal injury caused by negligence;
• a party’s payment obligations;
• breach of confidentiality obligations;
• breach of applicable privacy laws; or
• a party’s indemnity obligations under clause 15, subject to any specific limitations in that clause.

14.3 General Liability Cap

Subject to clauses 12, 14.1 and 14.2, Shelf Labs’ aggregate liability arising under or in connection with this Agreement shall not exceed the greater of:

• the subscription fees paid by the Customer to Shelf Labs in the twelve months immediately preceding the event giving rise to the claim; or
• AUD $25,000.

14.4 Enhanced Cap for Confidentiality, Privacy and Security

For claims arising from Shelf Labs’ breach of confidentiality, privacy, data protection or security obligations, Shelf Labs’ aggregate liability shall not exceed two times the subscription fees paid by the Customer to Shelf Labs in the twelve months immediately preceding the event giving rise to the claim, unless a higher cap is expressly agreed in an Order Form.

15. Indemnities

15.1 Customer Indemnity

The Customer will indemnify Shelf Labs against third-party claims, losses, damages, liabilities, costs and expenses, including reasonable legal fees, arising from:

• unlawful use of the Service by the Customer or its users;
• Customer Data that infringes third-party intellectual property rights or violates law;
• the Customer’s material breach of this Agreement;
• negligent, fraudulent or wilfully wrongful acts or omissions by the Customer or its users; or
• misrepresentation of billing, tax or authority information supplied by the Customer.

15.2 Shelf Labs Intellectual Property Indemnity

Shelf Labs will defend the Customer against any third-party claim alleging that the Service, as provided by Shelf Labs and used in accordance with this Agreement, infringes that third party’s copyright, trade mark or other intellectual property rights, and will indemnify the Customer for damages finally awarded by a court or agreed in settlement approved by Shelf Labs.

This indemnity does not apply to claims arising from:

• Customer Data;
• use of the Service in combination with systems, software, data or materials not supplied by Shelf Labs where the claim would not have arisen but for that combination;
• modification of the Service by anyone other than Shelf Labs;
• use of the Service contrary to this Agreement or Documentation;
• third-party services or open-source components not controlled by Shelf Labs; or
• continued use after Shelf Labs provides a non-infringing alternative or reasonable instructions to avoid infringement.

15.3 Indemnity Process

A party seeking indemnity must promptly notify the indemnifying party, provide reasonable cooperation and allow the indemnifying party to control the defence and settlement, provided that no settlement may impose an admission of liability, payment obligation or material non-monetary obligation on the indemnified party without its consent.

16. Confidentiality

Each party may receive Confidential Information of the other party. Confidential Information includes non-public business, technical, financial, product, security, pricing, customer and operational information, including Customer Data.

Each party must protect the other party’s Confidential Information using at least reasonable care and must not use or disclose it except as necessary to perform this Agreement, with consent, to professional advisers under duties of confidentiality, to service providers who need to know and are subject to confidentiality obligations, or as required by law.

Confidential Information does not include information that is public through no breach by the receiving party, already known without restriction, independently developed without use of the disclosing party’s Confidential Information, or lawfully received from a third party without restriction.

17. Third-Party Services

The Service may integrate with or depend on third-party services, including cloud hosting, database, authentication, payment, analytics, support or communication providers. Your use of third-party services may be subject to their terms and privacy policies.

Shelf Labs is not responsible for third-party services outside its reasonable control, but will use commercially reasonable efforts to select and manage material third-party providers appropriate for the nature of the Service.

18. Export Controls and Sanctions

You must not use the Service in breach of export-control or sanctions laws — including those of Australia, the United Nations, the United States and the European Union. You confirm you’re not located in, or controlled from, a comprehensively sanctioned place, and you’re not a sanctioned or restricted person.

19. Termination

19.1 Termination by You

You may cancel your subscription at any time through account settings or another process made available by Shelf Labs. Unless otherwise stated in an Order Form, cancellation takes effect at the end of the current billing period and fees already paid are not refundable except as required by law.

19.2 Suspension or Termination by Shelf Labs

Shelf Labs may suspend or terminate access to the Service immediately if:

• you materially breach this Agreement and fail to remedy the breach within a reasonable period after notice, where the breach is capable of remedy;
• you fail to pay subscription fees when due;
• you or your users engage in fraudulent, unlawful or harmful activity;
• your use poses a material security, operational or legal risk to the Service, Shelf Labs or other customers;
• you become insolvent or go into administration, liquidation or similar; or
• Shelf Labs is required to do so by law.

19.3 Effect of Termination

Upon termination or expiry, your right to access and use the Service ceases. Shelf Labs will retain Customer Data for 30 days after termination or expiry unless a different retention period is stated in an Order Form or required by law. During that period, you may request or perform a data export. After the retention period, Customer Data may be permanently deleted from active systems, subject to backups and legal obligations.

19.4 Clauses that Survive

These clauses keep going after the agreement ends: 5.6 (Taxes), 6.2 (Usage Data), 8 (Intellectual Property Rights), 12 (Consumer rights and promises), 14 (Limitation of Liability), 15 (Indemnities), 16 (Confidentiality), and 23 (Governing Law and Dispute Resolution) along with anything else that should naturally continue.

20. Data Export and Portability

You may export Customer Data through available Service functionality or by requesting reasonable assistance from Shelf Labs. Shelf Labs will use reasonable efforts to provide data export in standard formats such as CSV or JSON where supported by the Service.

21. Modifications to Terms

Shelf Labs may modify these Terms from time to time. Shelf Labs will notify Customers of material changes by email, in-app notification or posting within the Service at least 30 days before changes take effect, unless changes are required sooner for legal, security or operational reasons.

If you do not agree to a material change, you may cancel your subscription before the change takes effect. Continued use of the Service after the effective date constitutes acceptance of the modified Terms.

22. Regulatory Responsibility

ShelfGRC is a software tool designed to support governance, risk and compliance activities. Shelf Labs does not certify, guarantee or warrant that use of the Service will ensure compliance with any law, regulation, standard, prudential requirement, supervisory expectation, audit requirement or internal policy.

Customers remain responsible for configuring the Service appropriately, maintaining accurate records, making final decisions, obtaining professional advice where required and meeting all legal, regulatory and governance obligations applicable to their business.

23. Governing Law and Dispute Resolution

23.1 Governing Law

This Agreement is governed by the laws of New South Wales, Australia.

23.2 Jurisdiction

The parties submit to the non-exclusive jurisdiction of the courts of New South Wales and courts hearing appeals from those courts.

23.3 Good Faith Discussions

Before commencing legal proceedings, the parties will use reasonable efforts to resolve any dispute through good faith discussions between authorised representatives.

23.4 Urgent Relief

Nothing in this clause prevents a party from seeking urgent injunctive, declaratory or equitable relief from a court of competent jurisdiction.

24. General Provisions

24.1 Entire Agreement

This Agreement, together with any Order Form, Privacy Policy, AI Usage Policy and expressly incorporated schedules or policies, constitutes the entire agreement between the parties regarding the Service and supersedes prior discussions, proposals or understandings regarding the Service.

24.2 Severability

If any provision of this Agreement is found to be invalid, illegal or unenforceable, the remaining provisions remain in full force and effect and the invalid provision will be read down to the extent necessary to make it valid and enforceable.

24.3 Waiver

A failure or delay by a party to exercise a right or remedy is not a waiver of that right or remedy. A waiver must be in writing and applies only to the circumstances for which it is given.

24.4 Assignment

You may not assign or transfer this Agreement without Shelf Labs’ prior written consent, not to be unreasonably withheld. Shelf Labs may assign this Agreement to an affiliate, successor, acquirer or purchaser of substantially all of its assets or business, provided that the assignee assumes Shelf Labs’ obligations under this Agreement.

24.5 Force Majeure

Neither party is liable for delay or failure to perform obligations, other than payment obligations, caused by events beyond its reasonable control, including natural disasters, war, terrorism, labour disputes, power or internet failures, government action, supply chain disruption or failure of third-party infrastructure not within the party’s reasonable control.

24.6 We’re Independent

We’re independent of each other. This Agreement doesn’t make us partners, or create a joint venture, agency or employment relationship.

24.7 Notices

Shelf Labs may provide notices by email, in-app notification or posting within the Service. Notices to Shelf Labs must be sent to contact@shelflabs.io or another address notified by Shelf Labs. Notice are deemed received the next Business Day after sending unless a delivery failure occurs.

25. Contact Information

Current as at 27 July 2026