Terms of Service.

Loam is built for education: schools, school systems, TAFEs, universities and other education providers, and the individual educators who teach in them. These Terms are written for that context. Institution plans are offered in Australia; the Free plan for individual educators is available globally (see clause 5).

1.1. These Terms of Service (Terms) govern access to and use of Loam, the proof-of-process writing platform available through loam.ink and app.loam.ink (the Service). app.loam.ink is the application entry point. It lets users choose a region and then forwards them to the regional application at au.app.loam.ink, eu.app.loam.ink or us.app.loam.ink. The Service is operated by Difinity Pty Ltd (ABN 82 686 692 759) (Loam, we, us). They form an agreement between Loam and the educational institution that creates or administers a Loam workspace (the Institution). If a signed subscription agreement, purchase order or data-processing agreement (DPA) exists between Loam and the Institution, that document prevails over these Terms to the extent of any inconsistency.

1.2. Loam offers two kinds of workspace. A school workspace is created or administered on behalf of an Institution, and these Terms bind that Institution as described in this clause 1. A personal workspace is created by an individual educator on the Free plan; these Terms then form an agreement between Loam and that educator personally, and clause 5 (Individual accounts and the Free plan) applies. If you create a school workspace, or accept these Terms on behalf of an Institution, you represent that you are authorised to do so.

1.3. Teachers, school administrators and students access the Service as Authorised Users under the Institution's agreement. The Institution is responsible for its Authorised Users' use of the Service. Students are never charged and never enter a payment relationship with Loam.

1.4. Students who use the Service do so at the direction of their Institution as part of their coursework. Where a student is under 18, the Institution, not the student, is responsible for ensuring that the student's use is authorised (see clause 6).

• ACL means the Australian Consumer Law in Schedule 2 of the Competition and Consumer Act 2010 (Cth).
• Authorised User means an individual the Institution permits to use the Service: a teacher, administrator or student.
• Evidence Record means the tamper-evident record the Service produces about how a document was written: edit deltas, timestamps, SHA-256 hash links, server countersignatures and related editor events.
• Free plan means the no-charge plan for one individual educator described in clause 5, held through a personal workspace.
• Institution Data means all data submitted to or generated within the Service on behalf of the Institution, including Student Work, Evidence Records and account data.
• Personal Information has the meaning given in the Privacy Act 1988 (Cth).
• Student Work means documents, including text, titles, embedded images and links, and attached files, that students create or submit in the Service.

3.1. Loam provides a sealed writing environment in which students type assignments, and produces Evidence Records that let the Institution verify and replay how each document was written. The Service verifies documents byte-for-byte against their evidence chains and surfaces signals (such as blocked-paste events and typing-cadence indicators) to teachers.

3.2. Loam is an evidence tool, not a decision-maker. The Service records and presents evidence about how a document was produced. It does not, and cannot, determine whether a student has breached the Institution's academic-integrity policies. All findings, determinations, grades, sanctions and disciplinary outcomes are made solely by the Institution under its own policies and procedures.

3.3. Signals are indicators, not verdicts. Behavioural signals (for example, typing-cadence flags) are statistical indicators presented for a teacher's professional judgement. They are not proof of misconduct, and the Institution must not treat any single signal as an automatic finding against a student.

3.4. No guarantee of detection or prevention. No integrity tool is proof against all misconduct. Loam does not warrant that the Service will detect or prevent every form of academic dishonesty (for example, a student transcribing from another device), nor that an Evidence Record conclusively establishes or disproves the authorship of any work.

3.5. Loam is not a proctoring tool. It does not access cameras, microphones or screen content, and does not monitor activity outside the assignment document. It must not be represented to students or parents as doing so.

4.1. Authorised Users must keep their credentials confidential and must not share accounts. The Institution must notify us promptly at hello@loam.ink of any suspected unauthorised access.

4.2. The Institution's administrators control enrolment: they invite or provision Authorised Users, assign roles, and may suspend or remove them. The Institution is responsible for keeping its roster information accurate and for removing users who leave the Institution.

4.3. We may suspend an account that presents a security risk, is used in breach of these Terms, or is the subject of a legal requirement, and will notify the Institution as soon as reasonably practicable.

4.4. Where available, Authorised Users may sign in using Google or Microsoft as an identity provider instead of a Loam password. Using a third-party sign-in option is also subject to that provider's own terms of service, and we are not responsible for the identity provider's availability or conduct. We do not send Student Work, Evidence Records, class or submission data to an identity provider (see the Privacy Policy, section 3).

5.1. What the Free plan is. The Free plan gives one individual educator a personal workspace at no charge, with the full evidence core of the Service (sealed editing, verification, replay and export) for that educator's own classes and students. There is no limit on the number of classes or students an educator teaches, no payment card is required, and students are never charged. We may apply protective technical limits (such as storage quotas and rate limits) to keep the Service healthy for everyone; any change to the Free plan's features or limits is prospective and made on reasonable notice under clause 5.3.

5.2. Whose records these are. Student Work and Evidence Records in a personal workspace are academic records of the student and of the school at which the work was produced. They are not the educator's personal property, and they are not Loam's. The educator holds them in the workspace as the teacher responsible for the class, and must deal with them accordingly (clauses 5.4 and 5.5).

5.3. Our commitments on the Free plan. (a) Never converted into a bill: a personal workspace is never converted into a paid subscription without the educator's express action, and we will never charge for use that occurred on the Free plan. (b) Export is always free: exporting Student Work and Evidence Records from a personal workspace is free, at all times, including before and during any retention deletion and on any discontinuation of the plan. (c) Changes are prospective, with notice: we may change the Free plan (including its features, limits and retention schedule), but changes operate prospectively and we will give reasonable advance notice; changes do not apply retrospectively to reduce access to evidence already collected. (d) Discontinuation means notice plus a full export window: if we ever discontinue the Free plan, existing account holders will receive advance notice and a full export window before anything is removed.

5.4. Educator warranty. By creating or using a personal workspace you warrant that: (a) you are a human educator using the Service in connection with teaching your own classes; (b) your use of the Service with your students is authorised by, or otherwise permitted under, the policies that apply to you at your school, and you have checked those policies; (c) you are entitled to collect and enter the student information you add to the workspace; (d) any notices to, and consents from, students, parents or guardians that applicable law or your school's policies require have been given and obtained; and (e) if your school asks you to stop using the Service for its students, to export the records to it, or to transfer them into a workspace the school controls, you will promptly do so.

5.5. School override. If a school we have verified notifies us that records in a personal workspace relate to its students, that school's instruction prevails over the educator's for those records. We may act on the school's verified instruction (including to preserve, export or transfer the records) and will notify the educator where lawful.

5.6. Free plan acceptable use. A personal workspace is for teaching your own classes. In addition to clause 7, on the Free plan you must not: (a) use Student Work or Evidence Records for any commercial purpose other than teaching and assessing your own classes; (b) conduct research on student data without the ethics and school approvals that the research requires; (c) hold more than one personal workspace per person; (d) register or operate a personal workspace other than as a human educator (no organisational, automated or resale accounts); or (e) resell access, aggregate data across workspaces, or create workspaces by automation.

5.7. Retention on the Free plan. Evidence retention on the Free plan is set out in our Privacy Policy (section 11): the replayable Evidence Record for each submission is retained for 12 months from submission, with staged notices before any deletion, free export at all times, and a dispute hold for records involved in an academic-integrity or appeal process. Records-retention duties remain with the educator and their school: the Free plan is not a records-management system, and educators whose school requires longer retention should export records or move to an institution plan.

5.8. Data Terms. Our short-form Data Terms (covering no-sale, no-advertising, no-AI-training, data location, breach notice, and deletion and export rights) form part of these Terms for personal workspaces.

5.9. How the rest of these Terms applies. For a personal workspace, references in these Terms to the Institution are read as references to the educator who holds the workspace, except: clauses 1.3 and 1.4 (which apply to school workspaces), clause 6 (replaced for personal workspaces by clause 5.4), clause 10 (personal workspaces have no fees), and clause 18.2 (which does not apply to Free-plan educators).

5.10. Early-access features. Features identified as beta, preview or early access are supplied for evaluation and may change or be withdrawn without notice. To the extent permitted by law (and subject always to clause 16), they are provided without warranty.

The Institution must:

• (a) ensure it has all authority, consents and notices required under applicable law and its own policies (including from or in relation to parents, guardians and students) for students to use the Service and for Loam to handle Student Work and Evidence Records on the Institution's behalf;
• (b) use the Service and Evidence Records in accordance with applicable law, including privacy and education laws of the relevant State or Territory, and afford students procedural fairness in any academic-integrity process that relies on the Service;
• (c) ensure its Authorised Users comply with these Terms and its own acceptable-use and child-safety policies;
• (d) provide accurate account and roster information and keep it current; and
• (e) not represent the Service's outputs as anything more than what they are (see clauses 3.2 to 3.4).

You must not, and must not permit anyone to:

• (a) attempt to defeat, tamper with, or falsify the evidence chain, countersignatures, or any other integrity mechanism of the Service;
• (b) probe, scan or test the vulnerability of the Service without our prior written consent, or breach or circumvent any security or authentication measure;
• (c) use the Service to store or transmit material that is unlawful, infringing, or harmful to minors;
• (d) resell, sublicense or provide the Service to any third party outside the Institution's own educational use;
• (e) reverse engineer the Service except to the extent permitted by law; or
• (f) use the Service to build a competing product.

Nothing in this clause prevents good-faith security research coordinated with us in writing.

8.1. Students and the Institution own the work. As between the parties, all right, title and interest in Student Work remains with the student and/or the Institution according to the Institution's own policies. Loam claims no ownership of Student Work.

8.2. Institution Data is the Institution's. Evidence Records and other Institution Data are held by Loam on the Institution's behalf. The Institution can export Student Work and Evidence Records (as portable JSON evidence bundles) at any time during the subscription.

8.3. Our licence is limited. The Institution grants Loam a non-exclusive, royalty-free licence to host, process, transmit, display and reproduce Institution Data solely as necessary to provide, secure, support and improve the Service, and for no other purpose.

8.4. What we will never do with Student Work. We will not sell Institution Data, use Student Work or Evidence Records for advertising, or use Student Work or Evidence Records to train artificial-intelligence or machine-learning models. We may use aggregated, de-identified usage statistics (which do not identify any individual, Institution or document content) to operate and improve the Service.

9.1. Our Privacy Policy explains what we collect, what we deliberately never collect, and how we handle Personal Information. It forms part of these Terms.

9.2. We handle Personal Information in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles, and we act on the Institution's instructions in respect of student Personal Information. For institutions subject to State or Territory privacy regimes (for example, the Privacy and Personal Information Protection Act 1998 (NSW) for NSW public schools), we will cooperate reasonably, including by entering into a DPA on institution plans, so the Institution can meet its obligations.

9.3. We will notify the Institution without undue delay after becoming aware of a data breach affecting Institution Data, and will comply with the Notifiable Data Breaches scheme where it applies.

10.1. Paid plans are billed to the Institution as agreed in the applicable order form or subscription agreement. Students are never charged.

10.2. Unless stated otherwise, fees are in Australian dollars and exclusive of GST. Where GST applies, it will be added to the invoice and payable by the Institution on receipt of a valid tax invoice.

10.3. Invoices are payable within 30 days unless otherwise agreed. We may suspend paid features for accounts more than 30 days overdue, after giving at least 14 days' written notice. Suspension never blocks access to, or export of, existing Student Work and Evidence Records: enforcement restricts new work, not access to records.

11.1. These Terms apply from the date the Institution first uses the Service and continue until terminated.

11.2. Either party may terminate for convenience on 30 days' written notice (for paid plans, taking effect at the end of the then-current billing period unless otherwise agreed), or immediately if the other party materially breaches these Terms and fails to remedy the breach within 14 days of written notice.

11.3. Export window. For 30 days after termination or expiry, the Institution may export Student Work and Evidence Records. We will provide reasonable assistance.

11.4. Deletion. After the export window, we will delete Institution Data from live systems within 90 days. Encrypted backup copies may remain until they age out under our rolling backup schedule in all regions. Nightly backups are retained for 30 days and monthly backups are retained for 1 year, unless the law requires longer retention. Deletion of tamper-evident Evidence Records is permanent. The Institution should complete any pending academic-integrity or appeal processes, or export the records, before deletion.

11.5. Clauses that by their nature survive termination (including 5.2, 5.3(b), 8, 9, 11.3 to 11.4, 12, 13, 15, 16, 17, 18, 21 and 22) survive.

The Service, including the software, evidence-chain design, verification systems, and all associated documentation and branding, is owned by Loam or its licensors. We grant the Institution a non-exclusive, non-transferable licence to use the Service for its educational purposes during the subscription. No other rights are granted. Feedback you give us may be used to improve the Service without obligation, provided doing so never identifies the Institution or any student without consent.

Each party must keep the other's confidential information confidential, use it only for the purposes of these Terms, and protect it with at least reasonable care. This clause does not prevent disclosures required by law (with prompt notice to the other party where lawful) or to professional advisers under duties of confidence. Institution Data is the Institution's confidential information.

14.1. We aim to keep the Service continuously available but do not guarantee uninterrupted access. Planned maintenance will be scheduled, where practicable, outside Australian school hours and notified in advance.

14.2. We may improve or modify the Service, provided the change does not materially reduce the core functionality (sealed editing, evidence verification and replay) during a paid subscription period without the Institution's agreement.

14.3. Support is provided as described on our pricing page for the applicable plan.

Neither party may use the other's name or logo publicly (including in customer lists or media releases) without prior written consent.

16.1. Our goods and services come with guarantees that cannot be excluded under the ACL and other laws. Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy that cannot lawfully be excluded, restricted or modified.

16.2. Subject to clause 16.1, and except as expressly stated in these Terms, the Service is provided without any other warranties of any kind, and we do not warrant that the Service will be error-free or uninterrupted, or that it will detect or prevent all academic misconduct (see clause 3.4).

16.3. Limitation permitted by the ACL. Where the ACL permits us to limit our liability for a failure to comply with a consumer guarantee (as it does for services not of a kind ordinarily acquired for personal, domestic or household use), our liability is limited, at our option, to: (a) supplying the services again; or (b) paying the cost of having the services supplied again.

17.1. Subject to clauses 16.1 and 17.4, neither party is liable to the other for any loss of profits, loss of revenue, loss of goodwill, or any indirect or consequential loss, however arising, even if advised of the possibility of that loss.

17.2. Subject to clauses 16.1, 16.3 and 17.4, each party's total aggregate liability arising out of or in connection with these Terms, whether in contract, tort (including negligence), statute or otherwise, is limited to the greater of: (a) the total fees paid or payable by the Institution to Loam in the 12 months before the event giving rise to the liability; and (b) AUD $100.

17.3. Academic decisions. Without limiting clause 17.1 and subject to clause 17.4: the Institution acknowledges that academic-integrity findings, grades, sanctions, appeals and related decisions are made by the Institution, and Loam is not liable for the Institution's decisions or their consequences, including any claim by a student, parent or guardian arising from a decision the Institution made using (or declining to use) the Service's outputs.

17.4. Nothing in these Terms limits or excludes: (a) liability that cannot be limited or excluded by law, including liability for fraud, wilful misconduct, or death or personal injury caused by negligence; or (b) either party's liability under clause 18.

17.5. Each party must take reasonable steps to mitigate its loss.

18.1. By Loam. We will defend the Institution against any third-party claim that the Service, as provided by us and used in accordance with these Terms, infringes an Australian intellectual-property right, and will pay damages finally awarded or agreed in settlement, provided the Institution promptly notifies us, gives us control of the defence, and reasonably cooperates.

18.2. By the Institution. The Institution will indemnify Loam against loss arising from third-party claims to the extent caused by: (a) the Institution's breach of clause 6(a) (consents and authority for student data); or (b) the Institution's academic-integrity decisions described in clause 17.3, except, in each case, to the extent the loss was caused by Loam's breach of these Terms or negligence.

Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, provided it notifies the other party and uses reasonable efforts to mitigate.

We may update these Terms from time to time. For material changes we will give the Institution at least 30 days' notice by email to its administrators. If a material change adversely affects the Institution, it may terminate these Terms by written notice given before the change takes effect. Termination then takes effect on the date the change would have taken effect (or earlier if the Institution elects), and we will refund any prepaid fees for the unused portion of the subscription. Continued use after the effective date constitutes acceptance. Changes do not apply retrospectively.

21.1. Notices must be in writing and may be given by email, to the Institution's administrator email addresses on file, and to us at hello@loam.ink.

21.2. Assignment. Neither party may assign these Terms without the other's consent (not to be unreasonably withheld), except to a successor in a merger, acquisition or sale of substantially all assets, with notice.

21.3. Subcontracting. We may use subcontractors (including cloud-hosting providers) but remain responsible for their performance.

21.4. Severability. If any provision is unenforceable, it is severed and the rest remains in force.

21.5. Entire agreement. These Terms (with the Privacy Policy and any signed order form or DPA) are the entire agreement between the parties about the Service.

21.6. No waiver. A failure to enforce a provision is not a waiver.

These Terms are governed by the laws of New South Wales, Australia. The parties submit to the non-exclusive jurisdiction of the courts of New South Wales and the courts of appeal from them. Before starting proceedings (other than for urgent injunctive relief), the parties will attempt in good faith to resolve any dispute through senior-level discussions for at least 30 days.