Terms of Service

2.1 Structure

Each Order sets out the commercial details for a transaction. These Terms apply to all Orders that reference them.

2.2 Order of precedence

If there is any conflict for a given transaction, the following controls in order:

1. DPA (for privacy and security matters, if executed)
2. The applicable Order (including any SOW) for that transaction
3. These Terms
4. Referenced policies/exhibits (SLA, AUP, Security Summary)

2.3 Updates

We may update these Terms from time to time. Material changes will be notified (email or in-product banner) at least 15 days before taking effect and will apply at the next renewal unless you accept earlier.

3.1 Eligibility and account security

You must be legally capable of entering into contracts and must ensure user information is accurate and up to date. You are responsible for user provisioning, role-based access, credential security (including MFA where available), and for actions taken through your accounts.

3.2 Access grant

During the subscription term and subject to payment and compliance, we grant you a non-exclusive, non-transferable, non-sublicensable right for authorised users to access and use the Platform in the specified Deployment, volumes, and regions for your internal business purposes.

3.3 Contractors and third parties

You may permit your personnel and contractors to use the Services solely for your benefit and remain responsible for their compliance.

3.4 Acceptable Use Policy (AUP)

You must comply with the AUP, including prohibitions on reverse engineering, attempting to extract model weights or underlying logic, unsafe or illegal uses, credential sharing, penetration/load testing without prior written consent, and bypassing safety gates or technical protections.

3.5 Suspension

We may suspend Services upon notice if: (a) undisputed invoices are more than 14 days overdue; (b) you or your users breach these Terms, the AUP, or law and do not promptly remedy; or (c) continued use presents a material security or legal risk. We will reinstate once the issue is resolved.

3.6 Service modifications & deprecation

We may update or modify the Platform provided there is no material reduction in core functionality purchased. If we deprecate a material feature, we will use reasonable efforts to provide at least 6 months' prior notice and propose alternatives where commercially feasible.

3.7 Beta/preview features

Features identified as beta/preview are provided “as is”, may be modified or discontinued, are excluded from SLA commitments, and are used at your discretion.

5.1 Fees and billing

Fees and billing schedules are set out in your Order. Unless stated otherwise: subscriptions are invoiced per the Order; time-and-materials monthly in arrears; fixed-fee milestones on completion.

5.2 Payment terms

Unless stated otherwise in the Order, invoices are due Net 14 days from invoice date. Late amounts may accrue interest at 1.5% per month (or the maximum permitted by law). We may suspend per Section 3.5 for undisputed amounts overdue by more than 14 days after notice.

5.3 Taxes (including GST)

Fees exclude GST and other applicable taxes. We will issue valid tax invoices; you will pay GST and any required withholding (grossed-up so we receive the intended net).

5.4 Renewal and price changes

Unless your Order states otherwise, subscriptions auto-renew for successive 12-month terms at then-current rates (not exceeding CPI AU All Groups or 3% uplift, whichever is higher) unless either party gives at least 60 days' notice before term end.

5.5 Overage

If you exceed usage allowances, overage is charged at the rates in your Order (or our then-current rate card if not specified) and billed monthly in arrears.

5.6 Disputed amounts

If you dispute an amount in good faith, pay all undisputed amounts when due and provide details of the dispute. The parties will cooperate to resolve disputes promptly.

6.1 Our IP

We retain all rights in the Platform and all Supplier Materials, including any Deliverables, configurations, customisations, adapters, prompts, templates, models, ontologies, schemas, decision rules, safety gates, governance controls, and documentation created or provided in connection with the Services, whether or not developed specifically for you. No rights are granted except as expressly stated.

6.2 Your IP

You retain ownership of Customer Materials and Customer Data. You also own the content and relationships in your knowledge graphs derived from your materials. We own the underlying ontologies, schemas, decision logic, and other Supplier Materials used to structure or reason over that content.

6.3 Licence to Deliverables — platform-only

Subject to payment and during the subscription term, we grant you a non-exclusive, non-transferable, non-sublicensable licence to use Deliverables and Supplier Materials solely within the Platform for your internal business purposes. Use outside the Platform or to create or operate a competing service is prohibited.

6.4 Static outputs

You may retain and use static reports/documents (e.g., PDFs, CSV exports) delivered during the term for your internal business purposes on a perpetual, royalty-free basis. This does not grant rights to underlying software, models, schemas, templates, or configurations.

6.5 Feedback & residuals

You grant us a royalty-free, perpetual licence to use feedback/suggestions to improve our offerings (without identifying you). We may use ideas/know-how retained in our personnel's unaided memory.

6.6 Open-source & third-party components

Open-source components are licensed under their licences. We will not knowingly integrate open-source in a manner that imposes copyleft obligations on your instance data or static reports. Third-party services/integrations may have their own terms.

7.1 Data use

We may process Customer Materials to provide, secure, support, and improve the Services, and to generate de-identified Insight Data (non-identifying usage/performance analytics). We may use Insight Data for benchmarking and service improvement, provided it contains no Personal Information and does not identify you.

7.2 Privacy & DPA

Each party will comply with the Privacy Act 1988 (Cth) and applicable State health records laws. If we process Personal Information on your behalf, the DPA applies and is incorporated by reference.

7.3 Subprocessors

We may engage subprocessors and remain responsible for their performance. We maintain a list of subprocessors (available on request) and will provide notice of material changes. You may object on reasonable data-protection grounds.

7.4 Security measures & incidents

We maintain administrative, technical, and physical safeguards appropriate to the Services and data processed, aligned to recognised practices (ISO 27001-aligned). Summary at /legal/security. We will notify you without undue delay after confirming a Security Incident affecting your data.

7.5 Hosting and residency

Hosting regions and the Deployment model are as stated in your Order. For SaaS, we are responsible for application-layer availability/security; you manage users, data quality, and acceptable use. For VPC/On-Prem, you are responsible for base infrastructure, network, IAM/SSO, OS patching, and backups outside our scope.

7.6 Data export & return

During the term you may export Customer Data via available export functions. On termination/expiry, we will provide a commercially reasonable export of Customer Data in standard machine-readable formats (e.g., JSON/CSV) within 30 days of request, subject to payment of amounts due.

11.1 UNCAPT IP indemnity

We will defend and indemnify you against third-party claims in Australia alleging that the Platform (as provided) or Supplier Materials infringe Australian IP rights, and pay damages and reasonable legal costs finally awarded or approved in settlement. Exclusions: claims arising from your materials/instructions; combinations not supplied by us; use after we provide a non-infringing alternative.

11.2 Remedies

We may procure rights, modify to be non-infringing, or replace with substantially equivalent functionality. If none is commercially reasonable, we may terminate the affected Order and refund prepaid, unused fees.

11.3 Your indemnity

You will defend and indemnify us against third-party claims arising from your materials, your unlawful use of the Services or outputs, or breach of these Terms (including Section 8 safety), and pay damages and reasonable legal costs finally awarded or approved.

11.4 Procedure

The indemnified party must promptly notify, provide reasonable cooperation, and grant the indemnifying party sole control of defence and settlement. No settlement imposing non-monetary obligations or admissions on the indemnified party without its consent (not unreasonably withheld).