Saolyn Platform Terms of Service

Version 1.0 · Effective 5 August 2026

These Terms govern your access to and use of the Saolyn platform and all Services provided through it. By creating an account, accepting these Terms, or purchasing or using any Service, you agree to be bound by them.

1. Who we are

“Saolyn”, “we”, “us” and “our” mean Saolyn Pty Ltd (ABN 92 688 690 637), a company incorporated in Australia. “You” and “your” mean the person or entity accepting these Terms, and where you accept on behalf of an organisation, that organisation.

2. Structure of this agreement

These Terms consist of:

• These general terms (clauses 1–27), which apply to every Service; and
• The Schedules, which apply to specific Services. Where a Schedule conflicts with the general terms, the Schedule prevails for that Service only.

These Terms are drafted to apply to all Saolyn Services now offered and to any Service introduced in future. A new Service is governed by these general terms from launch, and by any Schedule published for it.

3. Business use and eligibility

3.1 The Services are offered for business and professional use. They are not designed, priced, or supported for personal, domestic, or household use, and you agree to use them only for business or professional purposes.

3.2 Nothing in clause 3.1 purports to change your legal status. Where the law of your jurisdiction treats you as a consumer despite that agreement, it does so regardless of what this clause says, and clause 20 governs what follows.

3.3 You must be at least 18 years old and legally capable of entering into binding contracts.

3.4 If you accept these Terms on behalf of an organisation, you represent that you have authority to bind that organisation.

3.5 You must not access the Services if you are located in, or ordinarily resident in, a jurisdiction subject to comprehensive sanctions administered by Australia, the United States, the United Kingdom, or the European Union, or if you are a person with whom dealings are prohibited under those sanctions regimes.

4. Accounts

4.1 Some Services require an account. You must provide accurate information and keep it current.

4.2 You are responsible for all activity under your account and for keeping your credentials secure. Accounts are personal to the individual named on them and must not be shared. Notify us promptly at ross@saolyn.com.au if you believe your account has been compromised.

4.3 We may refuse, suspend, or terminate an account where we reasonably believe these Terms have been breached, where required by law, or where continued access presents a security or legal risk.

4.4 Access to a Service is licensed to the account holder. Access rights are not transferable except with our written consent.

5. Nature of the Services — no professional advice

5.1 The Services provide general information and general market intelligence only. They are not, and must not be treated as, financial, investment, legal, medical, clinical, regulatory, or other professional advice.

5.2 Nothing provided through the Services is intended to inform clinical judgment, patient care, treatment, diagnosis, or any decision affecting an individual patient. No Saolyn Service is a medical device, is intended for use as a medical device, or has been cleared, approved, certified, registered, or listed as a medical device by any regulator.

5.3 Analytical outputs — including scores, rankings, gap analyses, projections, and any assessment of regulatory posture — are indicative only. They are produced from incomplete public data and stated modelling assumptions, and may be wrong. They do not constitute an audit, a certification, a conformity assessment, a regulatory submission, or evidence of compliance with any regulation, standard, or quality-management-system requirement, and they do not discharge any obligation you owe to a regulator, a notified body, a customer, or a patient.

5.4 Where the Services draw on public regulatory databases — including adverse-event, recall, and enforcement databases — that data is published by third parties and may be incomplete, delayed, duplicated, or inaccurate. A record in such a database is not evidence that any device caused harm.

5.5 You must obtain independent professional advice appropriate to your circumstances before acting on anything provided through the Services. You remain solely responsible for your own decisions and for your own regulatory and clinical obligations.

5.6 Where a Service incorporates automated systems, machine learning, or large language models in its preparation or delivery, outputs may be incomplete, out of date, or incorrect. You must independently verify anything you intend to rely on.

6. Not financial product advice

6.1 Saolyn is not the holder of an Australian Financial Services Licence, is not a registered investment adviser in any jurisdiction, and is not authorised by the Financial Conduct Authority or any equivalent regulator.

6.2 Nothing in any Service is:

(a) financial product advice, personal advice, or general advice within the meaning of the Corporations Act 2001 (Cth);

(b) a recommendation, offer, or invitation to acquire, dispose of, or deal in any financial product or security;

(c) investment research or a research recommendation within the meaning of MiFID II or any equivalent regime; or

(d) advice as to the merits of any investment.

6.3 The Services do not take account of any person’s objectives, financial situation, or needs. Where a Service refers to a named entity or security, it does so as market commentary and not as a view on the merits of investing in it. You must not make an investment decision on the basis of any Saolyn Service.

6.4 If you require financial or investment advice, obtain it from a person licensed to provide it in your jurisdiction.

7. Editorial standards, opinion, and corrections

7.1 Reports and analyses may name and comment on organisations, products, approvals, and regulatory events. Where we do so:

(a) statements of fact are drawn from sources identified in the relevant Service; and

(b) statements of evaluation, characterisation, inference, or prediction are expressions of opinion, honestly held on the basis of those stated facts and assumptions, and are not assertions of fact.

7.2 We do not assert, and nothing in any Service should be read as asserting, that any named organisation or individual has acted unlawfully, dishonestly, or in breach of any regulatory obligation, unless the Service expressly says so and identifies the source.

7.3 Corrections and right of reply. If you believe a Service contains a material factual error about you or your organisation, tell us at ross@saolyn.com.au with the passage and the basis of your objection. We will acknowledge within 5 business days, review it, and where we find a material error we will correct it and, where practicable, notify recipients of the affected edition. We may publish a response from you alongside the material where doing so is appropriate.

7.4 Clause 7.3 is available to anyone, whether or not they are a customer, and does not require a fee, a lawyer, or a claim.

8. No reliance

8.1 To the maximum extent permitted by law, you acknowledge that you have not relied on any statement, representation, warranty, or forecast made by or on behalf of Saolyn other than as expressly set out in the relevant Service materials and these Terms, and that Saolyn assumes no duty of care to you or to any third party beyond these Terms.

8.2 Clause 8.1 does not, and does not attempt to, exclude liability for misleading or deceptive conduct where the applicable law does not permit that liability to be excluded. See clause 20.

9. Fees, taxes, and payment

9.1 Fees are those stated at the point of purchase. Unless expressly stated otherwise, prices are inclusive of applicable sales tax, GST, and VAT for the purchaser’s jurisdiction, and Saolyn bears that tax.

9.2 Payments are processed by our payment provider. Receipts and tax invoices are issued by that provider. We do not receive or store your full payment card details.

9.3 Purchases of digital content, including reports and downloadable materials, are final and non-refundable once access has been granted, except where a refund is required by law or where we agree to one at our discretion. Subscription terms, where offered, are set out in the applicable Schedule.

9.4 Payment disputes. If you have a concern about a charge, contact us at ross@saolyn.com.au first. We will respond within 5 business days and will refund where a refund is due. Initiating a chargeback or payment reversal in respect of digital content you have accessed, without first raising the issue with us, is a breach of these Terms; we may suspend access and recover reasonable costs. Nothing in this clause limits any right you have under law or under your card scheme’s rules to dispute a charge.

9.5 Where a Service is provided on a recurring basis, it renews automatically unless cancelled before the renewal date. You may cancel at any time with effect from the end of the current period.

9.6 We may change prices for future purchases and future renewal periods. Price changes do not affect a purchase already completed.

10. Licence and permitted use

10.1 Subject to these Terms and to payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Services and their content for your own internal business purposes only.

10.2 You must not:

(a) resell, republish, redistribute, sublicense, lend, or make available the Services or any substantial part of their content to any third party;

(b) reproduce or extract content beyond what is reasonably necessary for internal business use, or use content to build, train, or improve any competing product, dataset, model, or service;

(c) use automated means to scrape, harvest, or systematically extract content, or circumvent any access control, rate limit, watermark, or usage restriction;

(d) reverse engineer, decompile, or disassemble any software element, except to the extent this restriction cannot lawfully be excluded;

(e) remove or obscure any attribution, copyright, watermark, or proprietary notice;

(f) use the Services unlawfully, or in a way that infringes another person’s rights, or that damages, disables, overburdens, or impairs the Services or their security.

10.3 Saolyn materials may be individually watermarked or otherwise traceable to the account that obtained them.

10.4 Republication risk. If you republish or forward material in breach of clause 10.2(a), you do so as publisher of that material in your own right, with the legal consequences that follow. Clause 21 applies.

11. Intellectual property

11.1 All intellectual property rights in the Services, including all reports, analyses, software, models, methodologies, datasets, designs, and branding, are owned by Saolyn or its licensors or co-authors. Nothing in these Terms transfers ownership of any intellectual property to you.

11.2 You retain ownership of any material you submit to the Services (“Your Content”). You grant us a non-exclusive, worldwide, royalty-free licence to host, process, and display Your Content solely to the extent necessary to provide the Services to you and to comply with law.

11.3 You may share de minimis extracts of report content internally and in good-faith commentary, provided the extract is attributed to Saolyn, is not a substitute for the report, and is not published in a way that reproduces a substantial part of it.

11.4 We may use aggregated, de-identified usage data that does not identify you or any individual to operate, analyse, and improve the Services.

12. Third-party rights and complaints

12.1 We respect third-party intellectual property rights. If you believe material in a Service infringes your copyright or other rights, notify us at ross@saolyn.com.au identifying the material, the right you hold, and the basis of the complaint.

12.2 We will acknowledge within 5 business days and, where a complaint appears well founded, will remove, replace, or licence the material. Where we remove material from a paid Service, clause 16.2 applies.

12.3 Clause 12 operates alongside, and does not replace, any statutory notice-and-takedown procedure available to you.

13. Free materials and electronic messages

13.1 Executive summaries and other free materials are provided on the same terms as paid materials, other than as to fee.

13.2 Where you request free materials or subscribe to communications, we will send you a confirmation email and will only add you to a marketing list once you confirm. We record the date, the version of these Terms in force, and technical evidence of that confirmation.

13.3 You may unsubscribe at any time using the link in any marketing email or by contacting ross@saolyn.com.au. Unsubscribing from marketing does not stop transactional messages relating to your account or purchases.

14. Privacy and data protection

14.1 Our handling of personal information is described in the Saolyn Privacy Policy, which forms part of these Terms.

14.2 You must not submit to the Services any personal health information, patient-identifiable data, special-category personal data, or any information you are not lawfully entitled to disclose to us. The Services are not designed or approved to receive such data.

14.3 You are responsible for ensuring that any personal data you submit has been collected lawfully and may lawfully be provided to us.

15. Third-party services

The Services rely on third-party providers including authentication, payment, hosting, email, and content delivery providers. Your use may also be subject to those providers’ terms. We are not responsible for third-party services, and their availability is outside our control.

16. Availability and changes

16.1 We aim to keep the Services available but do not guarantee uninterrupted or error-free operation. We may suspend access for maintenance, security, or legal reasons.

16.2 We may add, modify, or discontinue Services or features. Where we discontinue a Service you have paid for, or withdraw material under clause 12.2, and cannot provide a materially equivalent replacement, we will refund the unused portion of any prepaid fee.

16.3 We do not guarantee that any report or material will remain downloadable indefinitely. Download and retain your own copy of any material you purchase.

17. Term, suspension, and termination

17.1 These Terms apply from your first acceptance or use until terminated.

17.2 You may close your account at any time. Closing your account does not entitle you to a refund except as set out in clause 9.3 or 16.2.

17.3 We may suspend or terminate your access immediately where you materially breach these Terms, where we are required to do so by law, or where your use presents a security, legal, or reputational risk.

17.4 Clauses 5, 6, 7, 8, 10.2, 10.4, 11, 18, 19, 20, 21, 22, 23 and 27 survive termination.

18. No warranty

THE SERVICES AND ALL CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SAOLYN DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, TITLE, AND NON-INFRINGEMENT. Saolyn makes no representation as to future events, market movements, clinical outcomes, or regulatory outcomes.

19. Limitation of liability

19.1 Excluded loss. To the maximum extent permitted by applicable law, Saolyn is not liable for indirect, incidental, special, consequential, or punitive loss, or for loss of profit, revenue, data, goodwill, business, anticipated savings, or opportunity, even if advised of the possibility.

19.2 Cap. To the maximum extent permitted by applicable law, Saolyn’s total aggregate liability arising out of or in connection with the Services or these Terms, however arising, is limited to the greater of the amount you paid to Saolyn for the Service giving rise to the claim in the twelve months before the claim arose, or AUD $100.

19.3 Australia — limitation to re-supply. Where the Australian Consumer Law applies and the Service is not of a kind ordinarily acquired for personal, domestic, or household use, Saolyn’s liability for failure to comply with a consumer guarantee is limited, at Saolyn’s option, to supplying the Service again or paying the cost of having it supplied again, to the extent section 64A of the Australian Consumer Law permits.

19.4 Essential obligations. Nothing in clauses 19.1 to 19.3 excludes or limits liability for breach of an obligation that is essential to the purpose of these Terms and on which you may reasonably rely (a “cardinal obligation”). Where such an obligation is breached by ordinary negligence, Saolyn’s liability is limited to the damage typical for this kind of contract and foreseeable at the time it was formed.

19.5 No exclusion for serious fault. Nothing in clause 19 excludes or limits liability for intent, wilful misconduct, gross negligence, fraud, or fraudulent misrepresentation, or for death or personal injury caused by negligence.

19.6 Clause 19 applies to the maximum extent permitted, and is subject in every case to clause 20.

20. Mandatory law

20.1 Nothing in these Terms excludes, restricts, or modifies any right, guarantee, warranty, or remedy that cannot lawfully be excluded, restricted, or modified — including under the Australian Consumer Law, the Competition and Consumer Act 2010 (Cth), and any mandatory consumer or commercial protection law applying in your jurisdiction.

20.2 Modification, not severance. Where a provision of these Terms would be void, unenforceable, or ineffective under a mandatory law applying to you, that provision applies in the modified form that most closely achieves its commercial purpose while remaining valid under that law. Only where no such modification is possible is the provision severed, and then for that jurisdiction alone.

20.3 Clause 20.2 is included because in some jurisdictions — Germany among them — an over-broad limitation clause in standard terms is treated as void in its entirety rather than reduced, which would leave liability unlimited under the statutory default. The parties intend the opposite result: that each limitation applies to the fullest extent that jurisdiction allows.

20.4 Where you are treated as a consumer under a mandatory law despite clause 3.1, the protections of that law apply to you in full, and clauses 19, 22.2 and 22.3 apply only to the extent that law permits.

21. Indemnity

You indemnify Saolyn against any third-party claim, and any loss, liability, cost, or expense (including reasonable legal costs), arising from your use, republication, or distribution of, or reliance on, the Services, your breach of these Terms, or Your Content — except to the extent caused by Saolyn’s fraud, wilful misconduct, or gross negligence.

22. Dispute resolution

22.1 Talk to us first. Before commencing any proceeding, you must notify us at ross@saolyn.com.au describing the dispute and the outcome sought. Both parties will then attempt in good faith to resolve it for 30 days. Most disputes end here, and this step costs neither party anything.

22.2 Small claims. Where the total amount in dispute is AUD $25,000 or less, either party may instead bring the claim in a court of competent jurisdiction, and clause 22.3 does not apply. Arbitration is disproportionate at that value and this clause prevents the cost of the forum from exceeding the value of the claim.

22.3 Arbitration. Any other dispute arising out of or in connection with the Services or these Terms that is not resolved under clause 22.1 shall be finally resolved by arbitration administered by the Australian Centre for International Commercial Arbitration (ACICA) under its Rules, seated in Sydney, conducted in English, before one arbitrator.

22.4 Claims must be brought individually. You waive participation in any class or representative proceeding to the extent permitted by law.

22.5 Where mandatory law grants you the right to bring proceedings in your local courts, or renders clause 22.3 or 22.4 unenforceable against you, nothing in this clause excludes that right, and clause 20.2 applies.

22.6 Nothing in this clause prevents either party from seeking urgent injunctive or interlocutory relief from a court of competent jurisdiction, including to restrain unauthorised distribution of Saolyn material.

22.7 These Terms are governed by the laws of New South Wales, Australia.

23. Time limit

To the extent permitted by law, any claim must be commenced within 12 months of the date the cause of action arose.

24. Changes to these Terms

24.1 We may amend these Terms. The current version is always published at /terms with its version number and effective date.

24.2 Material changes take effect 30 days after we notify account holders by email or in-product notice, or on your next acceptance, whichever is earlier. Continued use after that date constitutes acceptance.

24.3 Changes do not apply retrospectively to a purchase already completed, which remains governed by the version in force at the time of that purchase.

24.4 We retain a record of the version you accepted and when.

25. Notices

Notices to Saolyn: ross@saolyn.com.au. Notices to you are sent to the email address on your account, and are deemed received on the day sent.

26. Assignment

You may not assign or transfer these Terms without our written consent. We may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of assets.

27. General

27.1 Severability. Clause 20.2 governs. Subject to it, if any provision is unenforceable in a jurisdiction, it is severed for that jurisdiction only; the remainder continues in force.

27.2 Language. The English text of these Terms prevails over any translation.

27.3 No waiver. A failure to enforce any provision is not a waiver of it.

27.4 No partnership. Nothing creates a partnership, joint venture, employment, or agency relationship.

27.5 Force majeure. Neither party is liable for failure to perform caused by an event beyond its reasonable control.

27.6 Entire agreement. These Terms, together with the Schedules and the Privacy Policy, are the entire agreement between us in relation to the Services and prevail over any other communication or marketing material — except that nothing limits liability for fraudulent pre-contractual statements, and nothing limits any liability that cannot lawfully be limited.

Schedule A — Intelligence Reports

This Schedule applies to the purchase and use of Saolyn MedTech Intelligence reports, including free executive summaries. It prevails over the general terms in the event of conflict.

A1. Business purchase. The Report is supplied for business or professional purposes and is not offered for personal, domestic, or household use. Clauses 3.2 and 20.4 apply.

A2. Nature of the Report. The Report is general market intelligence for information purposes only. It is not financial, investment, legal, medical, clinical, or regulatory advice, and is not intended to inform clinical judgment, patient care, treatment, or diagnostic decisions. Clauses 5 and 6 apply in full. The Buyer must obtain independent professional advice before acting on any content and is solely responsible for its own decisions.

A3. Sources, assumptions, and currency. The Report identifies its principal sources and states the assumptions and the data cut-off on which its analysis rests. Regulatory positions, market conditions, and adverse-event data change; the Report speaks as at its stated date and is not updated after publication unless a corrected edition is issued.

A4. Opinion and comment. Clause 7 applies. Evaluations, characterisations, inferences, and predictions about named organisations, products, or approvals are honestly held opinion based on the stated sources, and are not assertions of fact.

A5. Corrections. Clause 7.3 applies to the Report and is available to any person named in it, whether or not they are a Buyer.

A6. No reliance. Clause 8 applies.

A7. No warranty. THE REPORT IS PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SAOLYN DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT. Saolyn makes no representation as to future events, market movements, or regulatory outcomes.

A8. Limitation of liability. Saolyn’s total aggregate liability arising out of or in connection with the Report, however arising, is limited to the amount paid for the Report. Clauses 19.1, 19.3, 19.4, 19.5 and 20 apply.

A9. Licence and use. The Report is licensed for the Buyer’s internal business use only. The Buyer must not resell, republish, distribute, or provide the Report or any substantial part of it to any third party. Clause 10.4 applies.

A10. Third parties. Saolyn does not assume responsibility to any person other than the Buyer. The Report carries this limitation on its face; a person who obtains the Report other than by purchase does so without any assumption of responsibility by Saolyn.

A11. Indemnity. Clause 21 applies.

A12. Delivery and access. Reports are delivered as digital downloads through time-limited links. Access is licensed to the purchasing account. Download and retain your own copy — we do not guarantee indefinite availability.

A13. Free executive summaries. Executive summaries are provided free of charge on the terms of this Schedule, other than as to fee, and only after you confirm your email address.

A14. Disputes and time limit. Clauses 22 and 23 apply.

Schedule B — Education Services

B1. Scope. Applied Education courses, email courses, workshops, and associated materials.

B2. Nature. Educational content is general professional education. It is not professional advice, does not create any professional relationship, and does not certify competence except as expressly stated on a certificate we issue.

B3. Certificates. Any certificate of completion evidences completion of the stated course only. It is not an accreditation, qualification, or regulatory credential and is not endorsed by any regulator. You must not represent it as any of those things.

B4. Access period. Enrolment grants access for the period stated at purchase, or where none is stated, for as long as the course remains offered. Clause 16.2 applies if a course is withdrawn.

B5. Licence. Course materials are licensed for your personal professional use. You must not record, reproduce, or redistribute them, or use them to deliver training to others.

Schedule C — Advisory Services

C1. Scope. Consulting, advisory, and bespoke engagements.

C2. Precedence. Advisory Services are governed primarily by the engagement letter, statement of work, or proposal signed by both parties, which prevails over these Terms as to scope, fees, deliverables, and timing.

C3. Liability provisions survive. Clauses 18 to 23 continue to apply to every engagement and are varied only where the engagement document expressly and specifically says so, identifying the clause it varies. A general precedence or entire-agreement provision in an engagement document, a client procurement template, or a purchase order does not displace those clauses.

C4. Where no engagement document exists, these general Terms apply in full, and any deliverable is provided as general information under clause 5.

C5. Confidentiality. Each party will keep the other’s confidential information confidential and use it only for the engagement. This obligation survives for three years after the engagement ends, and indefinitely for trade secrets.

C6. Personal data. Where an engagement requires Saolyn to process personal data on the client’s behalf, the parties will enter a written data processing agreement before that processing begins. Clause 14.2 continues to apply: client data provided to Saolyn must not include patient-identifiable or special-category data unless a data processing agreement expressly provides for it.