Terms & Conditions.

Introduction

This Agreement is between AI Cloud Solutions Pty Ltd trading as Contract Cloud and the Subscriber identified in the applicable Order Form.

By signing or accepting an Order Form, the Subscriber:

1. confirms that it is either entering into this Agreement personally, if named in the Order Form as an individual, or duly authorised to bind the organisation identified in the Order Form;
2. acknowledges that it has read and understood this Agreement, including all schedules, the Acceptable Use Policy, Data Processing Terms and Service Level Agreement; and
3. agrees that the Subscriber must comply with, and will be legally bound by, this Agreement.

If the Subscriber does not agree to this Agreement, it must not sign or accept an Order Form or access the Services.

A. Key Commercial Details

B. Terms and Conditions

The Provider and the Subscriber are each a Party and together the Parties. Capitalised terms have the meanings set out in clause 1.

1. Definitions and interpretation

1.1 Definitions

Unless the context requires otherwise:

1.2 Interpretation

Headings are for convenience only and do not affect interpretation. The singular includes the plural and vice versa. References to statutes include modifications and replacements. Including and similar words are not words of limitation. Currency is Australian dollars. Time is Brisbane time. Any obligation that would otherwise fall on a non Business Day may be performed on the next Business Day.

If there is any inconsistency between documents comprising this Agreement, the following order of precedence applies to the extent of the inconsistency:

1. the applicable Order Form;
2. the Key Commercial Details;
3. these Terms and Conditions; and
4. the Schedules.

2. Free Trial Period

2.1 Grant

Where specified in the applicable Order Form, the Provider grants the Subscriber a single Free Trial for the Free Trial Period. No Fees are payable during the Free Trial Period. For the avoidance of doubt, the Subscriber may not enter into a Free Trial if the Subscriber has already entered into a paid Annual Plan.

2.2 Conditions

During the Free Trial Period:

1. the Subscriber must comply with this Agreement; and
2. unless the Order Form states otherwise, no payment method is required to commence or continue the Free Trial.

2.3 Conversion to paid subscription

1. The Subscriber may convert to a paid Annual Plan.
2. The paid Annual Plan will take effect on the date on which the Subscriber completes the steps required to convert from a Free Trial to a paid Annual Plan, including accepting an Order Form for the paid Annual Plan.
3. Fees will begin to accrue from the Conversion Date.
4. If the Subscriber does not convert to a paid Annual Plan by the end of the Free Trial Period, the Provider will disable access and delete Subscriber Data in accordance with clause 14.3.

3. Licence and use of the Services

3.1 Licence

Subject to payment of the Fees, except during the Free Trial Period, and compliance with this Agreement, the Provider grants the Subscriber a non exclusive, non transferable right for Authorised Users to access and use the Services and Documentation for the Subscriber's internal business purposes during the Subscription Term.

3.2 Service levels

The Provider will use reasonable commercial endeavours to provide the Services to the Subscriber in accordance with the SLA. The Subscriber acknowledges that non urgent maintenance will occur during the maintenance windows stated in the SLA.

3.3 AI outputs

AI outputs are probabilistic and may be inaccurate, incomplete or inappropriate. The Subscriber must validate outputs before use.

4. Term and renewal

4.1 Commencement and automatic renewal

The Subscription Term begins on the Conversion Date, or if the Subscriber did not elect a Free Trial, the Agreement Date, and continues for successive twelve month periods.

The Subscription Term renews automatically for successive twelve month periods unless terminated in accordance with this clause 4.

4.2 Termination by the Subscriber

The Subscriber may provide notice of termination of this Agreement at any time by written notice to the Provider or by electing to cancel the Agreement through the Services. Termination takes effect at the end of the then current Subscription Term. Unless agreed by the parties in writing, no further Fees will accrue for the period after the effective date of termination.

4.3 Refunds

Fees already paid by the Subscriber to the Provider are non refundable except where:

1. the Services cannot be provided due to a Force Majeure Event and this Agreement is terminated in accordance with clause 15; or
2. the Subscriber terminates the Agreement under clause 14.2,

in each case the Provider will refund, within thirty days, on a pro rata basis, any Fees prepaid for the unused portion of the then current Subscription Term.

5. Fees, payment and Token Allowance

5.1 Billing

Fees for the subscription Services must be paid annually in advance.

1. The first charge is due:
   1. on the Conversion Date if the Subscriber converts to a paid Annual Plan after a Free Trial; or
   2. on the Agreement Date if the Subscriber purchases a paid Annual Plan without a Free Trial.
2. Thereafter Fees are due annually in advance on the same calendar day of each year that corresponds to the Conversion Date or Agreement Date, as applicable.
3. All Fees are exclusive of GST unless expressly stated otherwise, and any applicable GST will be added to the amount charged.

Fees in relation to implementation services will be paid in accordance with the timing set out in the Order Form.

5.2 Payment method

The Provider will issue invoices electronically to the Subscriber in accordance with applicable law. The Subscriber must pay each invoice by the due date specified in the applicable Order Form or invoice.

5.3 Pricing changes

The Provider may update the Fees at any time upon providing thirty days' notice to the Subscriber. Revised prices will apply from the start of the next renewal period following the notice period. Continued use of the Services after the change takes effect constitutes acceptance of the new Fees.

5.4 Token methodology and Token Allowance

1. The Provider may, at its discretion, update:
   1. the method used by the Services to count or measure Tokens; and
   2. the Token Allowance linked to any Free Trial or paid Annual Plan.
2. For paid Annual Plans, any revision to the Token Allowance must not materially reduce the aggregate processing capacity available to the Subscriber. Any Token Allowance revision will take effect from the start of the next Usage Month.
3. For a Free Trial, a revised Token Allowance takes effect immediately on publication within the Services.

6. Subscriber obligations

The Subscriber must:

1. ensure each Authorised User accesses the Services using their own credentials. Credentials are strictly personal and must not be shared or used concurrently by more than one individual. The Subscriber must keep all access credentials secure and promptly disable any compromised credentials;
2. ensure that use of the Services complies with all applicable laws, regulations and the Acceptable Use Policy;
3. be responsible for the accuracy, quality, legality and integrity of Subscriber Data;
4. obtain and maintain all rights, authorisations and consents necessary for the Provider to process Personal Information in accordance with this Agreement and the Data Processing Terms;
5. implement reasonable security measures, including industry standard anti virus and anti malware controls, to prevent unauthorised access to the Services, and notify the Provider without undue delay of any security incident, suspected misuse, virus or other malicious code originating from the Subscriber's environment;
6. not:
   1. copy, modify, decompile, reverse engineer or create derivative works from the Services;
   2. use the Services to train or develop competing AI models; or
   3. resell or sublicense the Services;
7. provide reasonable assistance and information to enable the Provider to comply with its obligations under this Agreement.

7. Support and maintenance

The Provider will:

1. provide email support during the Support Hours in the SLA;
2. use commercially reasonable efforts to meet the response targets in the SLA; and
3. prioritise issues acting reasonably.

On site support, custom development, third party integrations and implementation services are out of scope unless agreed in the Order Form.

8. Intellectual property and AI models

8.1 Ownership

The Provider and its licensors own all intellectual property rights in the Services and Documentation. The Provider does not own the third party AI models it uses. Those models and their underlying intellectual property are licensed from third party suppliers and may change without notice.

8.2 Licence to Subscriber Data

The Subscriber grants the Provider a non exclusive, royalty free licence to host, copy, transmit and otherwise process Subscriber Data to provide the Services.

8.3 Provider IP indemnity

The Provider will defend and indemnify the Subscriber from any claim alleging that the Services, excluding third party AI models, infringe a third party patent, copyright or trade mark, and will pay any resulting damages finally awarded or agreed in settlement, provided the Subscriber:

1. promptly notifies the Provider in writing;
2. allows the Provider sole control of the defence and settlement; and
3. provides reasonable assistance.

If such a claim is made or is likely, the Provider may:

1. procure the right to continue using the Services;
2. modify or replace the Services so they become non infringing; or
3. terminate the Agreement and refund any unused prepaid Fees for the affected period.

The indemnity does not apply to claims arising from:

1. use of the Services in combination with anything not supplied by the Provider;
2. Subscriber Data or specifications provided by the Subscriber; or
3. the Subscriber's breach of this Agreement.

8.4 Outputs shared with, or acted on by, third parties

1. The Provider does not control, and is not responsible for, any disclosure, use, modification or reliance on Outputs.
2. The Subscriber is solely responsible for ensuring that any sharing or downstream use of an Output complies with applicable laws, with this Agreement and with any third party rights, including intellectual property, privacy and confidentiality rights.
3. The Provider disclaims all liability for loss or damage arising from third party acts or omissions in connection with an Output.

9. Confidentiality

9.1 Definition

Confidential Information means any information disclosed by one Party to the other that is marked or otherwise identified as confidential or would reasonably be considered confidential, including business, technical and pricing information and the terms of this Agreement.

9.2 Obligations

The receiving Party must:

1. keep Confidential Information confidential and use it only to perform this Agreement;
2. protect it with no less than reasonable care; and
3. disclose it only to personnel and advisers who need to know and are bound by similar obligations.

9.3 Exceptions

Confidential Information does not include information that:

1. is or becomes publicly available without breach;
2. was lawfully known to the receiving Party before disclosure;
3. is received from a third party without breach; or
4. is independently developed without use of the disclosing Party's Confidential Information.

9.4 Compelled disclosure

The receiving Party may disclose Confidential Information where required by law or court order, provided it, where lawful, gives prompt written notice and cooperates with the disclosing Party to seek confidential treatment.

9.5 Return or destruction

Upon termination of this Agreement, except where the Subscriber is in the Free Trial Period, each Party must, on request, return or destroy the other Party's Confidential Information, except to the extent retention is required by law.

10. Privacy

10.1 Compliance

Each Party must comply with Data Protection Laws and the Data Processing Terms.

10.2 Subscriber warranty and indemnity

The Subscriber warrants that it has and will maintain all necessary consents and legal bases to permit the Provider to process Personal Information as contemplated. The Subscriber indemnifies the Provider for any loss arising from breach of this warranty.

10.3 Security

The Provider will implement and maintain appropriate technical and organisational measures to protect Personal Information against unauthorised or unlawful processing and against accidental loss, destruction or damage.

10.4 Data residency, third party services and cross border processing

The Provider will store all production Subscriber Data at rest in data centres located in Australia.

The Subscriber acknowledges and agrees that the Provider uses certain third party hosting, communication and artificial intelligence services, Third Party Services, to deliver and support the Services, and the Subscriber's use of the Services constitutes acceptance of any end user terms applicable to those Third Party Services.

While Subscriber Data at rest remains in Australia, Inputs submitted to the Services and Outputs generated by the Services may transit through, or be temporarily processed in, systems located in other jurisdictions, including the United States, Singapore and member states of the European Union.

11. Warranties, disclaimers and Australian Consumer Law

11.1 Authority

Each Party warrants that it has full power and authority to enter into this Agreement.

11.2 Service warranty

The Provider warrants that the Services will materially conform to the Documentation current at the Agreement Date.

11.3 Exclusions

Except as expressly stated, all conditions and warranties are excluded to the maximum extent permitted by law.

11.4 AI advice disclaimer

AI outputs are informational only and are not a substitute for professional advice. The Subscriber is solely responsible for decisions made based on Outputs.

11.5 Australian Consumer Law

Nothing in this Agreement limits any consumer guarantees that cannot be excluded under the ACL.

12. Indemnities

12.1 Subscriber indemnities

The Subscriber indemnifies the Provider against any claim, cost, loss or liability arising from:

1. the Subscriber's breach of clause 6 or the Acceptable Use Policy;
2. the Provider's processing of Subscriber Data where the Subscriber lacked a lawful basis;
3. any allegation that Subscriber Data infringes third party intellectual property, privacy or other rights;
4. any malware, viruses or malicious code introduced into the Services from the Subscriber's systems; or
5. the Subscriber's sharing of, or allowing third party access to, the Services or any Output, or the Subscriber's use of the Services or any Output in breach of law.

13. Liability

13.1 Limitation of liability

To the extent permitted by law, the Provider's total cumulative liability for all claims arising in any Contract Year, whether in contract, tort, including negligence, or otherwise, except for claims as a result of death, personal injury or fraud, is limited in aggregate to one hundred per cent of the Fees paid for that Contract Year.

13.2 Consequential loss

Neither Party is liable for loss of profits, revenue, goodwill or any other indirect or consequential loss.

14. Suspension and termination

14.1 Suspension

The Provider may immediately suspend access where:

1. any Fees are overdue for a period of more than seven days;
2. the Subscriber is using the Services unlawfully or in a manner that endangers the security, integrity or availability of the Services;
3. the Subscriber breaches the Acceptable Use Policy;
4. continued use would expose the Provider to legal or regulatory risk; or
5. the Subscriber commits a material breach of this Agreement.

14.2 Termination for cause

Either Party may terminate immediately if the other fails to remedy a material breach within thirty days of receiving written notice from the other Party.

14.3 Consequences

Cancelled or terminated accounts cannot be reactivated. If the Subscriber wishes to resume use of the Services after cancellation, it must enter into a new Order Form.

Upon termination or expiry other than during a Free Trial Period, the Provider will make Subscriber Data available for download for thirty days, then delete it unless retention is required by law.

No data retrieval service is available where an account is cancelled or otherwise terminates during, or at the expiry of, the Free Trial Period. In such cases, the Provider will permanently delete all Subscriber Data once access is disabled, except to the extent retention is required by law.

15. Force majeure

Neither Party is liable for delay or failure, other than payment, caused by a Force Majeure Event, provided the relevant Party affected by the Force Majeure Event provides written notice to the other Party without undue delay and uses reasonable endeavours to mitigate the Force Majeure Event.

If a Force Majeure Event continues for sixty consecutive days, either Party may terminate this Agreement on written notice.

If a Force Majeure Event continues for 60 consecutive days and the Subscriber elects to terminate under this clause 15, the Provider will provide a refund in accordance with clause 4.3.

16. Notices

Notices must be in writing and delivered by email.

Provider: info@contractcloud.com.au

Subscriber: the email address specified in the applicable Order Form or otherwise supplied by the Subscriber.

An email is deemed received when sent unless a delivery failure notice is received.

17. Assignment

Neither Party may assign this Agreement without the other Party's prior written consent, such consent not to be unreasonably withheld or delayed, except that the Provider may assign:

1. to an Affiliate as part of a corporate reorganisation; or
2. to a purchaser of all or substantially all of the Provider's business or assets relating to the Services,

in each case on written notice to the Subscriber.

18. Entire Agreement

This Agreement, including the applicable Order Form, constitutes the entire agreement between the Parties and supersedes all prior understandings relating to its subject matter.

19. Governing law and jurisdiction

This Agreement is governed by the laws of Queensland, Australia and the Parties submit to the exclusive jurisdiction of its courts.

Schedule 1 - Acceptable Use Policy

1. Lawful use

The Subscriber and Authorised Users must use the Services only for lawful purposes and in compliance with all applicable laws and regulations.

2. Prohibited content

The Subscriber must not upload, store or transmit content that is unlawful, harmful, defamatory, obscene or infringing.

3. Security

The Subscriber must not interfere with or compromise the integrity or security of the Services, including by attempting to gain unauthorised access.

4. No infringement

The Subscriber must not upload or transmit content that infringes third party intellectual property or privacy rights.

5. Resource limits and fair use

The Subscriber must respect any reasonable limits on storage, bandwidth, processing or Token usage, measured against the Token Allowance.

Excessive or abnormal usage may result in throttling or additional Fees.

If the Token Allowance for a Usage Month is exhausted, the Provider may automatically suspend or disable any Service functionality that consumes Tokens, for example AI driven drafting, review, analytics and chat features, until the Token Allowance resets or the Subscriber purchases an additional allowance.

6. AI restrictions

The Subscriber must not use the Services to develop competing AI models or to create deceptive content.

The Provider may suspend or terminate access for any Authorised User who breaches this policy.

Schedule 2 - Data Processing Terms

1. Subject matter and duration

The Provider processes Personal Information only to provide the Services during the Subscription Term and for any data retrieval period.

2. Nature and purpose

Hosting, storage, retrieval, analytics and machine learning operations in connection with the Services.

3. Types of Personal Information and data subjects

Business contact data and any other data uploaded by the Subscriber concerning its employees, contractors, customers or counterparties.

4. Security measures

Encryption at rest and in transit, role based access controls and vulnerability testing.

5. Subprocessors

The Provider may engage subprocessors to support the delivery of the Services. Details of current subprocessors are available on request.

6. Data subject requests

The Provider will assist the Subscriber, at the Subscriber's cost if unreasonable, in responding to requests from individuals exercising their rights under Data Protection Laws.

Schedule 3 - Service Level Agreement

Incident priority definitions

Service level targets

The Provider will use commercially reasonable efforts to meet the above targets.

Remote diagnostic access to facilitate timely support: the Subscriber acknowledges that Provider support personnel may, with the Subscriber's prior consent, use secure screen sharing or remote access software to observe the issue directly on the Subscriber's system and to apply diagnostic or remedial actions.