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Terms of Service

INTRODUCTION

The Company provides the Platform for creating, managing, and improving AI-powered chatbots, AI agents, and workflow automation. Use of the Platform is subject to these SaaS Terms of Service.

Definitions

The following terms are used throughout these SaaS Terms of Service and have a particular meaning:

ABN means Australian Business Number.

ACN means Australian Company Number.

Agreement means the agreement formed between the Users and the Company under, and on the terms of, these SaaS Terms of Service.

AI Agent means an artificial intelligence agent created, configured, or managed via the Platform, including chatbots, virtual assistants, workflow automation agents, and any other AI-powered service built using the Platform.

AI Features means the artificial intelligence and machine learning features available through the Platform, including features that utilise Third-Party AI Model Providers to process data. AI Features may include intent recognition, answer generation, action execution, data transformation, document processing, taskflow orchestration, analytics, and continuous improvement capabilities.

AI-Generated Output means any content, response, summary, recommendation, data, or other output generated by an AI Feature in response to Customer Data, User Content, End User interactions, API requests, or taskflow execution.

Business Day means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Melbourne, Australia.

Company means inGenious AI Pty Ltd ABN 63 617 284 492.

Confidential Information means any written or verbal information that:

(i) is about each party’s business or affairs;

(ii) is about the conduct of each party under this Agreement, during the term of this Agreement;

(iii) a party informs the other party that it considers it confidential and/or proprietary;

(iv) a party would reasonably consider to be confidential in the circumstances; and

(v) is personal information within the meaning of the Privacy Act.

but does not include information that a party can establish was in the public domain, became part of the public domain without that party’s involvement, was already in the party’s possession, or was received from another person with the unrestricted legal right to disclose it.

Contract means the applicable commercial agreement between the Company and the Customer that governs the provision of services or use of the Platform, which may include a statement of work, a standalone service agreement, or any other written agreement between the parties.

Customer means a registered user of the Platform responsible for paying Fees.

Customer Data means any data, content, or information (including Personal Information) that the Customer or its End Users input into, upload to, transmit via API, or generate within the Platform, including conversation transcripts, taskflow inputs and outputs, workflow execution data, workflow configurations, prompts, and AI-Generated Outputs.

Data Processing Agreement means the Company’s Data Processing Agreement as updated from time to time, which forms part of this Agreement.

Data Processing Region means the geographic region selected by the Customer for the processing and storage of Customer Data, as configured within the Platform.

Development Services means any consulting, content creation or development services provided by the Company to the Customer, and includes (without limitation) development of an AI Agent.

End User means any individual who interacts with an AI Agent deployed by the Customer.

Fee means any fee charged by the Company for using the Platform.

GST means goods and services tax as defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Intellectual Property means all copyright, patents, inventions, trade secrets, know-how, product formulations, designs, circuit layouts, databases, registered or unregistered trademarks, brand names, business names, domain names and other forms of intellectual property.

Master Services Agreement means a separate agreement between the Customer and the Company that governs the Development Services, which in default shall be the Company’s Master Services Agreement accessible at https://ingenious.ai/master-agreement/.

Participant Content means any text, designs, graphics, images, videos, audio, information, documents or other data that is provided by an End User when interacting with an AI Agent, or that is submitted to the Platform via API, webhook, or other integration for processing through a taskflow or workflow.

Platform means the inGenious AI software-as-a-service platform for creating, managing, and improving AI Agents, including:

(i) the web-portal accessible from the Site, or any other URL operated by the Company from time-to-time;

(ii) any mobile application; and

(iii) any software development kits (SDKs), widgets, APIs, or embeddable components provided by the Company for integration into the Customer’s websites, applications, or systems.

Privacy Act means the Privacy Act 1988 (Cth).

Privacy Policy means the Company’s privacy policy as updated from time-to-time, which can be found at http://ingenious.ai/privacy.

Responsible AI Policy means the Company’s Responsible AI Policy as updated from time-to-time, which can be found at http://ingenious.ai/responsible-ai.

Session means a single chat session, defined as a unique customer’s conversation with a chatbot or AI Agent, until they have been inactive for 5 minutes. If that same customer returns after being inactive for 5 minutes, then that will count as a new Session. A pro-active chat popup is not counted as a Session until a customer interacts with the chatbot or AI Agent by sending a message or clicking a button.

Site means the Company’s website accessible at http://ingenious.ai/.

Tax Invoice means a tax invoice as defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Third-Party AI Model Provider means any third-party provider of artificial intelligence models (including large language models) that the Platform integrates with to deliver AI Features.

TPS means an online third-party service provider with whom a User holds an account.

Taskflow Execution Fee means the fee billed each time a taskflow is executed on the Platform. A taskflow that fails or is cancelled after execution has commenced will still consume one execution.

Taskflow LLM Usage means the passthrough cost of large language model inference consumed during taskflow execution, charged at the applicable provider rate at the time of invoicing.

Taskflow TokenIO Fee means the per-token platform service fee applied to all LLM token usage processed through the Platform during taskflow execution, whether via models provided by inGenious AI or third-party models configured by the Customer using their own API keys. It is calculated based on the total token volume (input and output combined) consumed during each billing period.

User means any Customer or other user authorised by the Customer that uses the Platform.

User Content means any designs, graphics, wireframes, images, videos, audio, information, documents, prompts, configurations, workflow definitions, or other data that is uploaded into, or created using the Platform by the User, or that otherwise forms part of the User’s Intellectual Property, but excludes any background Intellectual Property that is owned by the Company, or licensed to the Company.

1. Using the Platform

1.1 General

  1. To use the Platform, the User must login to the Platform and have set up their account.
  2. The User agrees that all use of the Platform is subject to these SaaS Terms of Service, the Data Processing Agreement, the Responsible AI Policy, and the Privacy Policy.
  3. Anyone over the age of 18 may use the Platform. People under 18 years of age must not use the Platform without their parent or guardian’s consent.
  4. The Customer shall be responsible to pay the Fees for using the Platform, and for each User that it authorises to access or use the Customer’s account.

1.2 Features

  1. Depending on the services subscribed for by the Customer, the Platform may enable a User to:

(i) Create and manage their Platform account;

(ii) Build, edit, test, and deploy AI Agents using such tools and features as the Company may make available via the Platform;

(iii) Configure and manage AI Features, including selecting AI models, editing prompts, and defining workflows;

(iv) Select the Third-Party AI Model Provider and Data Processing Region for each AI Feature;

(v) Connect enterprise data sources and third-party systems;

(vi) Access analytics, reporting, and performance monitoring of AI Agents;

(vii) Manage notification settings;

(viii) Connect a TPS account;

(ix) Deploy an AI Agent via a TPS, web widget, API, voice channel, or other supported deployment method;

(x) Such other features as the Company may make available from time-to-time.

  1. The Customer is responsible for complying with the terms and conditions of any TPS or deployment channel and the Company will not be liable for the termination by any TPS and any loss suffered, if the termination was due to the Customer’s failure to comply with the terms and conditions of that TPS.

2. AI Features and Third-Party AI Model Providers

2.1 Customer Control

  1. The Platform enables the Customer to select and configure AI Features, including the choice of Third-Party AI Model Provider, AI model, and Data Processing Region for each AI Feature.
  2. The Customer is solely responsible for selecting AI models, configurations, guardrails, and Data Processing Regions that are appropriate for the Customer’s use case, regulatory requirements, and risk appetite.
  3. The Customer acknowledges that AI Features utilise third-party artificial intelligence models and that the quality, accuracy, and behaviour of AI-Generated Outputs may vary depending on the model, configuration, and data provided.

2.2 AI-Generated Outputs

  1. AI-Generated Outputs are provided on an ‘as-is’ basis. The Company does not warrant the accuracy, completeness, reliability, or suitability of any AI-Generated Output for any particular purpose.
  2. The Customer is responsible for reviewing, testing, and validating AI-Generated Outputs before relying on them, particularly in regulated, high-stakes, or customer-facing contexts.
  3. The Customer acknowledges that AI models may produce outputs that are inaccurate, incomplete, or inappropriate (including hallucinated content) and that the Company is not liable for any loss or damage arising from reliance on AI-Generated Outputs.

2.3 Third-Party AI Model Providers

  1. The Customer acknowledges that the Platform is dependent on Third-Party AI Model Providers and that the Company is not responsible for the availability, performance, or conduct of any Third-Party AI Model Provider.
  2. The Company maintains contractual arrangements with Third-Party AI Model Providers that prohibit the use of Customer Data for model training or improvement of the provider’s general models.
  3. If a Third-Party AI Model Provider discontinues, deprecates, or materially changes a model used by the Customer, the Company will use reasonable endeavours to notify the Customer and assist the Customer in transitioning to an alternative model.

2.4 No Model Training

  1. The Company does not use Customer Data to train, fine-tune, or improve any AI models for purposes other than providing the Platform and Services to the Customer.
  2. The Platform provides optional fine-tuning capabilities that the Customer may elect to use at its sole discretion. The Company will not initiate fine-tuning on behalf of the Customer. Where the Customer elects to use fine-tuning features, such processing is performed using only that Customer’s own data and the resulting model or configuration is available only to that Customer.

2.5 Guardrails and Safety

  1. The Platform includes configurable guardrails and safety controls that the Customer may use to manage the behaviour of AI Features, including content filtering, PII detection, prompt injection prevention, and output validation.
  2. The Customer is responsible for configuring and utilising guardrails appropriate to its use case and regulatory requirements.
  3. Personal Information provided by End Users or entered into the Platform may be stored as part of Customer Data, including conversation transcripts and workflow data. The Customer may configure guardrails and data controls through the Platform and through Third-Party AI Model Provider services to manage the handling of sensitive or regulated data.
  4. The Company will use reasonable efforts to maintain and operate the Platform’s safety features (including guardrails, content filtering, and output validation) as described in the Platform documentation. However, the Customer acknowledges that no AI safety measure can guarantee the accuracy, completeness, or appropriateness of all AI-Generated Outputs, and the Customer remains responsible for reviewing and validating outputs before relying on them.

2.6 Responsible AI

The Customer agrees to use AI Features in accordance with the Company’s Responsible AI Policy. If the Company reasonably determines that the Customer’s use materially breaches the Responsible AI Policy, the Company will notify the Customer in writing and give the Customer a reasonable opportunity to remedy the breach. If the breach is not remedied within 14 days of notice, the Company may suspend or restrict access to AI Features.

3. Third Party Login and Integration

3.1 Registration and Login

  1. A User may be able to register as a User, access the Platform and use integrated features by connecting their account with certain third party services (TPS).
  2. As part of the functionality of the Platform the User may connect their Platform account with a TPS by:

(i) providing their TPS login information to the Company through the Platform; or

(ii) allowing the Company to access their TPS in accordance with its terms and conditions of service.

  1. When connecting to the Platform to a TPS, and while using that TPS to deploy an AI Agent, the User warrants that they are not in breach any of the TPS’ terms and conditions of service.
  2. The User indemnifies the Company against any damage, loss or costs incurred as a result of the User’s breach of a TPS’ terms and conditions of service.

3.2 Ongoing Availability

  1. The User agrees that User access to the Platform may be unavailable if the TPS becomes unavailable, and that the User may lose functionality or content that is shared between the TPS and the Platform.
  2. The User may disconnect the connection between the Platform and the TPS at any time.
  3. The Company has no relationship with any TPS and cannot guarantee the efficacy of any TPS connection.

3.3 Data from TPS

Where a User connects and or registers their account using a TPS, the User authorises the Company to use data from that TPS to create and update the User’s account information within the Platform.

4. AI Agents and Deployment

  1. The Customer may deploy AI Agents via supported deployment channels, including TPS messaging services, web widgets, APIs, voice channels, and other methods as the Company may make available.
  2. Configuration of AI Agents for deployment may be managed via the Platform.
  3. The Customer is responsible for each AI Agent that it creates, manages, or deploys, including the content, behaviour, and configuration of that AI Agent.
  4. Once deployed, an AI Agent will provide User Content and respond to End Users in accordance with the Customer’s configuration. Taskflows and workflow automations will execute in accordance with the Customer’s configuration, processing data from configured sources including APIs, webhooks, and other integrations.
  5. The Platform stores conversation transcripts, workflow execution data, taskflow inputs and outputs, and associated Customer Data. The Customer may configure retention periods and data handling through the Platform, subject to the Data Processing Agreement.
  6. The Customer is responsible for ensuring that its collection and use of Participant Content:

(i) is not conducted in a dishonest or misleading manner, including (where applicable) informing the End User that it is interacting with an AI Agent;

(ii) Complies with: the Privacy Act; any agreement between the Customer and the End User; the applicable TPS’ terms and conditions; any anti-spam legislation; and all laws and regulations that may apply.

  1. The Customer indemnifies the Company against damage, loss or costs incurred as a result of the Customer’s failure to comply with clause 4(f).
  2. The User agrees that the User will not make any User Content or AI-Generated Output available via the Platform or any deployment channel that:

(i) Is defamatory, fraudulent, unlawful, threatening, intimidating, harassing, harmful, hateful, abusive, tortious, vulgar, obscene, invasive of another’s privacy, sexist, racist, homophobic, violent, degrading;

(ii) Infringes the intellectual or other proprietary interests of third parties;

(iii) Impersonates another person or entity, or contains sexually explicit language or images;

(iv) Contains spam, chain letters, computer viruses, or other harmful components;

(v) Violates any law, statute or regulation;

(vi) Forges information to disguise the origin of any content; or

(vii) Encourages or incites any other person to engage in any of the above behaviour.

5. Development Services

  1. In addition to using the Platform, the Customer may engage the Company’s Development Services.
  2. The Company shall require the Customer to enter into a separate Master Services Agreement that shall apply to the Development Services.
  3. Fees for Development Services shall be additional to any Fee payable by the Customer under this Agreement, unless agreed otherwise with the Company.
  4. The Company cannot guarantee the functionality of an AI Agent that the Company did not solely develop as part of any Development Services.
  5. The Company shall not be liable for any AI Agent developed by the Customer or a third party, whether the AI Agent was developed using the Platform or not.

6. User Content and Customer Data

  1. The User acknowledges and agrees that:

(i) The Platform may enable the User to create User Content, but that by doing so the User shall not acquire an interest in any Intellectual Property owned by the Company which may exist in the Platform or Development Services.

(ii) User Content is the sole responsibility of the person that provided the User Content to the Platform.

(iii) The User indemnifies the Company for any User Content that is illegal, offensive, indecent or objectionable that the User makes available using the Platform.

The Company will notify the Customer if it determines that any User Content is illegal, offensive, indecent or objectionable. If the Customer does not remove or remedy the content within a reasonable time, the Company may suspend accessibility to that User Content.

(v) To the extent permitted by law, under no circumstances will the Company be liable in any way for User Content or AI-Generated Outputs.

(vi) The User warrants that it has all necessary Intellectual Property Rights to use User Content, and shall indemnify the Company for any infringement the User commits of third-party Intellectual Property Rights by using User Content on the Platform.

(vii) In order to provide the services afforded by the Platform or any Development Services, where the User Content includes the User’s brand, logo or other intellectual property, the User grants the Company a worldwide, revocable licence to use the User Content, for the term of this Agreement.

(viii) The Company may delete User Content and Customer Data on termination of this Agreement, subject to the Data Processing Agreement.

  1. The Customer’s prompts, configurations, workflow definitions, AI Agent content, and other User Content created or customised by the Customer within the Platform remain the Customer’s Intellectual Property. The Company provides a full export capability for such content.
  2. The Platform’s default prompts, templates, and system-level configurations remain the Intellectual Property of the Company.

7. Data Processing

  1. The Company processes Customer Data in accordance with the Data Processing Agreement, which forms part of this Agreement.
  2. Customer Data is processed and stored within the Data Processing Region selected by the Customer within the Platform.
  3. The Company does not use Customer Data to train, fine-tune, or improve any AI models for purposes other than providing the Platform and Services to the Customer.
  4. The handling of Personal Information by the Company is set out in the Privacy Policy and the Data Processing Agreement. The Privacy Policy does not apply to how the Customer handles Personal Information. If necessary under the Privacy Act, it is the Customer’s responsibility to meet the obligations of the Privacy Act by implementing a privacy policy in accordance with law.

8. Fees, Payments and Refunds

8.1 Fees

  1. The primary Fee to use the Platform shall be payable as set out in the applicable Contract.
  2. Platform usage fees may be calculated on the basis of Sessions (for chatbots and AI Agents) and/or Taskflow Execution Fees, Taskflow LLM Usage fees, and Taskflow TokenIO Fees (for agentic workflows, taskflows, and automation), as specified in the applicable Contract. The applicable rates and any included allowances will be set out in the relevant Contract, or as otherwise agreed with the Company.
  3. Each Fee applies in accordance with such features and/or services subscribed for by the Customer as set out in the applicable Contract.
  4. The Customer agrees to make payment for all Fees due in accordance with the applicable Contract. The Customer agrees that it has no right to access the Platform if it fails to make payments when due.

8.2 Currency

All Fees are quoted in Australian dollars, however transactions may be processed in an equivalent foreign currency (such as US dollars or British pounds).

8.3 GST

For Customers in Australia, GST is applicable to any Fees charged by the Company to the Customer. Unless expressed otherwise, all Fees shall be deemed inclusive of GST. The Company will provide the Customer with a Tax Invoice for any payments.

8.4 Refunds

No refunds of Fees are offered other than as required by law or as agreed in the applicable Contract.

8.5 Late Payment

  1. If the Customer does not pay the full Fees as required, the Company may suspend all User access to the Platform for that Account.
  2. If Fees are not brought out of arrears within 28 days of becoming overdue, the Company may terminate the Customer’s Account in the Platform without notice and end this Agreement.

The User agrees that the Company shall not be responsible or liable in any way for:

(i) interruptions to the availability of the Platform or User Content in the event of (a); or

(ii) loss of User Content or Customer Data in the event of (b).

8.6 Fair Use

  1. The Customer must use the Platform in a manner consistent with its intended purpose and in accordance with normal and reasonable usage patterns. The Customer must not use the Platform, or permit it to be used, in any way that:

(i) Is designed to, or has the effect of, avoiding, reducing, or circumventing Fees that would otherwise be payable under the applicable Contract;

(ii) Manipulates or interferes with how the Platform measures, records, or calculates billable usage, including Sessions, Taskflow Executions, Taskflow LLM Usage, and Taskflow TokenIO Fees;

(iii) Degrades, disrupts, or impairs the performance, availability, or security of the Platform or any of its infrastructure, whether for the Customer or any other customer;

(iv) Places an unreasonable or disproportionate load on the Platform’s infrastructure, including through automated processes, scripting, recursive operations, or compute loops that are not a normal and intended use of the Platform’s features; or

(v) Otherwise constitutes use that a reasonable person would consider to be abnormal, excessive, or inconsistent with the intended purpose of the Platform.

  1. If the Company reasonably determines that the Customer’s use of the Platform is inconsistent with this clause, the Company will:

(i) notify the Customer in writing, providing reasonable detail of the conduct giving rise to the determination; and

(ii) give the Customer a reasonable opportunity to respond and remedy the conduct.

  1. Where the conduct is causing or is likely to cause degradation, disruption, or impairment to the Platform or other customers, the Company may immediately throttle, rate-limit, or temporarily restrict the Customer’s access to affected features to protect the Platform, pending resolution.
  2. Where the Company believes the conduct has resulted in Fees being avoided or reduced, the Company will notify the Customer of the amount it considers should have been payable. If the parties are unable to agree on the appropriate adjustment within 20 Business Days of the notice, either party may escalate the matter under the dispute resolution provisions of this Agreement.

9. General Conditions

9.1 Licence

  1. By accepting the terms and conditions of this Agreement, the User is granted a limited, non-exclusive and revocable licence to access and use the Platform for the duration of this Agreement, in accordance with the terms and conditions of this Agreement.
  2. The Company may issue the licence to the User on the further terms or limitations (including the number of users or volume of use or transactions) as it sees fit.
  3. The Company may suspend or revoke the User’s licence(s) where:

(i) the User materially breaches this Agreement or the Responsible AI Policy and fails to remedy the breach within 14 days of receiving written notice;

(ii) in the Company’s reasonable opinion, the User’s use of the Platform poses an imminent risk to the security, integrity, or availability of the Platform or other customers; or

(iii) in the Company’s reasonable opinion, the User engages in conduct that is unlawful, fraudulent, or in material breach of the Fair Use provisions of this Agreement.

9.2 Modification of Terms

  1. The terms of this Agreement may be updated by the Company from time-to-time.
  2. Where the Company proposes to make a material change to this Agreement, the Data Processing Agreement, the Responsible AI Policy, or the Privacy Policy, the Company will provide the Customer with no less than 30 days’ written notice of the proposed change.
  3. If the Customer does not accept a material change, the Customer may terminate this Agreement by giving written notice within the 30-day notice period. Termination under this clause will take effect at the end of the then-current billing period and will not give rise to any early termination fees or penalties.
  4. Non-material changes (such as corrections, formatting, or updates that do not affect the Customer’s rights or obligations) may be made by the Company at any time and will take effect upon publication.

9.3 Software-as-a-Service

  1. The User agrees and accepts that the Platform is:

(i) hosted by the Company and shall only be installed, accessed and maintained by the Company, accessed using the internet or other connection to the Company servers and is not available ‘locally’ from the User’s systems; and

(ii) managed and supported exclusively by the Company from the Company servers and that no ‘back-end’ access to the Platform is available to the User unless expressly agreed in writing.

  1. As a hosted and managed service, the Company reserves the right to upgrade, maintain, tune, backup, amend, add or remove features, redesign, improve or otherwise alter the Platform.

9.4 Support

  1. The Company provides user support for the Platform via the email address support@ingenious.ai.
  2. The Company shall endeavour to respond to all support requests within 1 Business Day, or as otherwise agreed in the applicable Contract.

9.5 Use and Availability

  1. The User agrees that it shall only use the Platform for legal purposes and shall not use it to engage any conduct that is unlawful, immoral, threatening, abusive or in a way that is deemed unreasonable by the Company in its discretion.
  2. The User is solely responsible for the security of its username and password for access to the Platform. The User shall notify the Company as soon as it becomes aware of any unauthorised access of its Platform account.
  3. The User agrees that the Company shall provide access to the Platform to the best of its abilities, however:

(i) access to the Platform may be prevented by issues outside of its control; and

(ii) it accepts no responsibility for ongoing access to the Platform.

9.6 Privacy

  1. The Company maintains the Privacy Policy in compliance with the provisions of the Privacy Act for data that it collects about the User and other customers.
  2. The Company processes Customer Data in accordance with the Data Processing Agreement.
  3. The Privacy Policy does not apply to how the Customer handles personal information. If necessary under the Privacy Act, it is the Customer’s responsibility to meet the obligations of the Privacy Act by implementing a privacy policy in accordance with law.
  4. The Platform may use cookies to improve a User’s experience while browsing, while also sending browsing information back to the Company. The User may manage how it handles cookies in its own browser settings.

9.7 Data

  1. Security. The Company takes the security of the Platform and the privacy of its Users very seriously. The User agrees that the User shall not do anything to prejudice the security or privacy of the Company’s systems or the information on them.
  2. Transmission. The Company shall do all things reasonable to ensure that the transmission of data occurs according to accepted industry standards. It is up to the User to ensure that any transmission standards meet the User’s operating and legal requirements.
  3. Storage. Data that is stored by the Company shall be stored according to accepted industry standards, within the Data Processing Region selected by the Customer.
  4. Backup. The Company shall perform backups of its entire systems in such manner, at such times and intervals as is reasonable for its business purposes. The Company does not warrant that it is able to backup or recover specific User Content or Customer Data from any period of time unless so stated in writing by the Company.

9.8 Intellectual Property

  1. Trademarks. The Company has moral and registered rights in its trademarks and the User shall not copy, alter, use or otherwise deal in the marks without the prior written consent of the Company.
  2. Proprietary Information. The Company may use software and other proprietary systems and Intellectual Property for which the Company has appropriate authority to use, and the User agrees that such is protected by copyright, trademarks, patents, proprietary rights and other laws, both domestically and internationally. The User warrants that it shall not infringe on any third-party rights through the use of the Platform.
  3. The Platform. The User agrees and accepts that the Platform is the Intellectual Property of the Company and the User further warrants that by using the Platform the User will not:

(i) copy the Platform or the services that it provides for the User’s own commercial purposes; and

(ii) directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, architecture, algorithms contained in the Platform or any documentation associated with it.

  1. Feedback and Suggestions. Any ideas, suggestions, feature requests, enhancements, or other feedback provided by the User or any other party with respect to the Platform becomes and remains the Intellectual Property of the Company. For the avoidance of doubt, this clause applies to feedback about the Platform and does not affect the Customer’s ownership of User Content, Customer Data, or any configurations, prompts, workflows, or AI Agent content created by the Customer within the Platform.

9.9 Disclaimer of Third Party Services and Information

  1. The User acknowledges that the Platform is dependent on third-party services, including but not limited to:

(i) Banks, credit card providers and merchant gateway providers;

(ii) TPS messaging, voice, and deployment services;

(iii) Third-Party AI Model Providers;

(iv) TPS data processing services;

(v) Telecommunications services (including internet service providers);

(vi) Hosting services;

(vii) Email services; and

(viii) Analytics services.

  1. The User agrees that the Company shall not be responsible or liable in any way for:

(i) interruptions to the availability of the Platform or AI Features due to third-party services;

(ii) information contained on any linked third party website; or

(iii) the unavailability, discontinuation, or change of any AI model by a Third-Party AI Model Provider.

9.10 Confidentiality

  1. Each party agrees to keep the other party’s Confidential Information in the strictest confidence. Notwithstanding User Content published, shared or deployed, User Content, Customer Data, and Participant Content (if any) accessed and/or received by the Company shall be deemed Confidential Information of the Customer. The Company’s proprietary information relating to the Platform, its technology, business operations, pricing, and roadmap shall be deemed Confidential Information of the Company.
  2. Each party acknowledges and agrees that:

(i) the Confidential Information is secret, confidential and valuable to the disclosing party (Discloser);

(ii) it owes an obligation of confidence to the Discloser concerning the Confidential Information;

(iii) it must not disclose the Confidential Information to a third party except as permitted in this Agreement;

(iv) all Intellectual Property rights remain vested in the Discloser but disclosure of Confidential Information does not in any way transfer or assign any rights or interests in the Intellectual Property to the receiving party; and

(v) any breach or threatened breach by the receiving party of an obligation under this Agreement may cause the Discloser immediate and irreparable harm for which damages alone may not be an adequate remedy.

  1. A party must notify the Discloser in writing, giving full details known to it immediately, when it becomes aware of any actual, suspected, likely or threatened breach by it or any other person of any obligation in relation to the Confidential Information, or any actual, suspected, likely or threatened theft, loss, damage, or unauthorised access, use or disclosure of or to any Confidential Information.
  2. The receiving party must promptly take all steps that the Discloser may reasonably require and must co-operate with any investigation, litigation or other action of the Discloser if there is any actual, suspected, likely or threatened breach of a term of this Agreement or any theft, loss, damage or unauthorised access, use or disclosure of or to any Confidential Information that is or was in its possession or control.

9.11 Liability and Indemnity

  1. The User agrees that it uses the Platform at its own risk.
  2. The User acknowledges that the Company is not responsible for the conduct or activities of any User and that the Company is not liable for such under any circumstances.
  3. The User acknowledges that the Company makes no representations about the suitability of the Platform, AI Features, or AI-Generated Outputs for any purpose.
  4. The User agrees to indemnify the Company for any loss, damage, cost or expense that the Company may suffer or incur as a result of or in connection with the User’s use of or conduct in connection with the Platform (including AI Features and AI-Generated Outputs), including any breach by the User of these Terms or the Responsible AI Policy.
  5. In no circumstances will the Company be liable for any direct, incidental, consequential or indirect damages, personal injury, death, damage to property, loss of property, loss or corruption of data, loss of profits, goodwill, bargain or opportunity, loss of anticipated savings or any other similar or analogous loss resulting from the User’s access to, or use of, or inability to use the Platform or AI Features, whether based on warranty, contract, tort, negligence, in equity or any other legal theory, and whether or not the Company knew or should have known of the possibility of such damage, loss, personal injury or death, or business interruption of any type, whether in tort, contract or otherwise.
  6. Without limiting the foregoing, the Company is not liable for any loss or damage arising from:

(i) the accuracy, completeness, or reliability of any AI-Generated Output;

(ii) the Customer’s selection of AI models, configurations, or Data Processing Regions;

(iii) the Customer’s failure to configure appropriate guardrails or safety controls; or

(iv) the actions or omissions of any Third-Party AI Model Provider.

  1. Certain rights and remedies may be available under the Competition and Consumer Act 2010 (Cth) or similar legislation of other States or Territories and may not be permitted to be excluded, restricted or modified. Apart from those that cannot be excluded, the Company and the Company’s related entities exclude all conditions and warranties that may be implied by law. To the extent permitted by law, the Company’s liability for breach of any implied warranty or condition that cannot be excluded is restricted, at the Company’s option to:

(i) the re-supply of services or payment of the cost of re-supply of services; or

(ii) the replacement or repair of goods or payment of the cost of replacement or repair.

  1. The Company indemnifies the Customer against any direct damage, loss or costs arising from:

(i) any claim that the Platform (excluding User Content, Customer Data, and AI-Generated Outputs) infringes the Intellectual Property rights of a third party; or

(ii) the Company’s breach of its confidentiality obligations under this Agreement. This indemnity does not extend to claims arising from the Customer’s use of the Platform in combination with third-party products or services not provided by the Company, or from modifications to the Platform made by or on behalf of the Customer.

9.12 Termination

  1. Either party may terminate this Agreement by giving the other party thirty (30) days’ written notice, or as otherwise agreed in the applicable Contract.
  2. Termination of this agreement is without prejudice to and does not affect the accrued rights or remedies of any of the parties arising in any way out of this agreement up to the date of expiry or termination.
  3. Termination does not affect any of the rights accrued by a party prior to termination, and the rights and obligations under clauses 6, 7, 8.6, 9.8, 9.10, 9.11, 9.13, 9.14, and 9.15 survive termination of this Agreement.
  4. On termination, Customer Data will be handled in accordance with the Data Processing Agreement.

9.13 Dispute Resolution

  1. If any dispute arises between the parties in connection with this Agreement (Dispute), then either party may notify the other of the Dispute with a notice (Dispute Notice) which:

(i) includes or is accompanied by full and detailed particulars of the Dispute; and

(ii) is delivered within 30 Business Days of the circumstances giving rise to the Dispute first occurring.

  1. Within 30 Business Days after a Dispute Notice is given, a representative (with the authority to resolve the dispute) of the parties must meet (virtually or otherwise) and seek to resolve the Dispute.
  2. Subject to clause (d), a party must not bring court proceedings in respect of any Dispute unless it first complies with the requirements of the dispute resolution mechanism outlined in this clause.
  3. Nothing in this clause prevents either party from instituting court proceedings to seek urgent injunctive, interlocutory or declaratory relief in respect of a Dispute.
  4. Despite the existence of a Dispute, the parties must continue to perform their respective obligations under this document and any related agreements.

9.14 Electronic Communication, Amendment and Assignment

  1. The words in this clause that are defined in the Electronic Transactions Act 1999 (Cth) have the same meaning.
  2. The User can direct notices, enquiries, complaints and so forth to the Company as set out in this Agreement. The Company will notify the User of a change of details from time-to-time.
  3. The Company will send the User notices and other correspondence to the details that the User submits to the Company, or that the User notifies the Company of from time-to-time. It is the User’s responsibility to update its contact details as they change.
  4. A consent, notice or communication under this Agreement is effective if it is sent as an electronic communication unless required to be physically delivered under law.
  5. Notices must be sent to the parties’ most recent known contact details.
  6. The User may not assign or otherwise create an interest in this Agreement.
  7. The Company may assign or otherwise create an interest in its rights under this Agreement by giving written notice to the User.

9.15 General

  1. Special Conditions. The parties may agree to any Special Conditions to this Agreement in writing or as part of the applicable Contract.
  2. Prevalence. To the extent this Agreement is in conflict with, or inconsistent with, the terms of a Master Services Agreement, or any Special Conditions made under this Agreement, as relevant, the terms of the Master Services Agreement or Special Conditions shall prevail (as the case may be).
  3. Disclaimer. Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in this Agreement.
  4. Relationship. The relationship of the parties to this Agreement does not form a joint venture or partnership.
  5. Waiver. No clause of this Agreement will be deemed waived and no breach excused unless such waiver or consent is provided in writing.
  6. Further Assurances. Each party must do anything necessary (including executing agreements and documents) to give full effect to this Agreement and the transaction facilitated by it.
  7. Governing Law. This Agreement is governed by the laws of Victoria, Australia. Each of the parties hereby submits to the non-exclusive jurisdiction of courts with jurisdiction there.
  8. Insurance. The Company will maintain appropriate insurance coverage for the duration of this Agreement, including public liability, professional indemnity, and cyber insurance. The Company will provide evidence of coverage upon reasonable request by the Customer.
  9. Severability. Any clause of this Agreement, which is invalid or unenforceable, is ineffective to the extent of the invalidity or unenforceability without affecting the remaining clauses of this Agreement.
  10. Model Tier Classifications. The Company may designate and update model tier classifications from time to time. The Company will provide the Customer with no less than 30 days’ written notice of any change to model tier classifications that affects the Customer’s usage or pricing. If a reclassification results in a material increase in the Customer’s costs, the Customer may terminate this Agreement by giving written notice within the 30-day notice period, without incurring early termination fees or penalties.

Version 3.0 (14/04/2026)