1. Introduction
These Terms of Use (“Terms”) govern the access and use of solutions provided by Arikai Pty Ltd (trading as Truescale Partners) (“Truescale Partners,” “we,” “us”) to enterprises, their employees, contractors, and any authorised users (each a “User”). These Terms are governed by Australian law, including the Competition and Consumer Act 2010 (Cth), the Privacy Act 1988 (Cth), and applicable international laws where relevant.
By accessing or using our AI solutions, the User agrees to comply with and be bound by these Terms.
2. Definitions and Acronyms
3. Interpretation
Defined terms have the meanings set out above. Unless the context otherwise requires:
Singular includes the plural and vice versa.
Words denoting any gender include all genders.
References to a person include a legal entity or trust.
Headings are for reference only and do not affect interpretation.
References to legislation include amendments and replacements.
References to documents include variations or replacements.
References to “including” or “for example” are not limiting.
References to dollars are in Australian dollars (AUD).
Dates and times are in Melbourne, Victoria, Australia time zone.
If a provision is invalid, the remaining provisions remain in effect.
No rule of construction applies to the disadvantage of a party that drafted the Terms.
Clauses, schedules, and annexures are part of the Agreement.
4. Acceptance of Terms
4.1 Agreement to be Bound
By accessing or using the AI Solutions, the User acknowledges that they have read, understood, and agree to these Terms. If the User does not agree, they must not use the AI Solutions.
4.2 Supplements to Terms
These Terms are supplemented by any specific agreements (e.g. SLAs, SCCs, DPAs) entered into between Truescale Partners and the Client.
5. Modifications to the Terms
5.1 Right to Modify
Truescale Partners may modify these Terms at any time.
5.2 Updates
Updates will be posted on the Truescale Partners website. The revised Terms take effect upon posting.
5.3 Continued Use
Continued use of the AI Solutions after changes constitutes acceptance of the revised Terms.
6. User Obligations
6.1 Authorised Use
Lawful Purposes: Use the AI Solutions only for lawful and authorised purposes.
Business Use: Use is strictly for business purposes in connection with the Client’s operations.
Non-Interference: Users must not interfere with, disrupt, or negatively affect the AI Solutions or others’ use of them.
6.2 Security and Account Responsibility
Protection: Users must protect their account credentials from unauthorised use.
Reporting: Users must report any unauthorised access or suspicious activity immediately.
7. Prohibited Conduct
Users must not:
Use the AI Solutions for unlawful or fraudulent activities.
Upload or share offensive or infringing content.
Reverse-engineer or attempt to discover the source code (except where permitted by law).
Circumvent security features or attempt unauthorised access.
8. Intellectual Property
8.1 Ownership
Truescale Partners owns all intellectual property in the Solutions unless agreed otherwise.
8.2 License
Users receive a limited, non-exclusive, non-transferable, revocable licence to use the AI Solutions strictly for authorised business purposes.
9. Data Protection and Privacy
9.1 Collection and Processing
Truescale Partners collects and processes Personal Information in accordance with its Privacy Policy, the Privacy Act, and applicable data protection laws.
9.2 Data Use
The AI Solutions process User data (e.g. documents, messages) to provide functionalities such as automation, data extraction, and analysis.
9.3 Security
Truescale Partners applies industry-standard security measures. Users must also protect any data they input.
9.4 Data Retention
Data is retained only as long as necessary, unless required by law or by agreement with the Client.
9.5 Cross-Border Transfers
Data transfers outside Australia or the EEA (e.g. to cloud providers) comply with the Privacy Act and applicable international data protection laws, with appropriate safeguards (e.g. SCCs) in place.
10. Confidentiality
Users must protect Confidential Information and use it only as necessary for authorised purposes. Disclosure to unauthorised parties is prohibited unless required by law.
11. Warranties and Disclaimers
11.1 No Warranty
The AI Solutions are provided “as is” without warranties. Truescale Partners disclaims all warranties to the fullest extent permitted by law.
11.2 Limitation of Liability
To the extent permitted by law, Truescale Partners is not liable for direct, indirect, incidental, special, or consequential damages (including loss of profits or data) arising from the use of the AI Solutions.
11.3 Consumer Guarantees
Nothing in these Terms limits any rights under the Competition and Consumer Act 2010 (Cth) or other applicable Australian law.
12. Indemnification
The User agrees to indemnify Truescale Partners for any claims, damages, or losses arising from their use of the AI Solutions, violation of these Terms, or infringement of third-party rights.
13. Termination and Suspension
13.1 User Termination
The User may stop using the AI Solutions at any time. This does not terminate any obligations of the Client.
13.2 Truescale Partners’ Rights
Truescale Partners may suspend or terminate access if the User breaches these Terms or applicable laws. Serious breaches may result in immediate termination.
14. Governing Law and Jurisdiction
These Terms are governed by the laws of Victoria, Australia. Any disputes will be subject to the exclusive jurisdiction of the courts of Victoria, Australia.
15. Dispute Resolution
Before initiating legal proceedings, both parties agree to attempt to resolve disputes through good faith negotiation. If unresolved within 30 days, either party may pursue mediation, arbitration, or legal action.
16. Miscellaneous
16.1 Severability
If any provision is invalid, the remainder remains effective.
16.2 Entire Agreement
These Terms and any relevant agreements constitute the entire agreement between the parties.
16.3 Waiver
Failure to enforce a provision does not constitute waiver.
16.4 Assignment
Users cannot assign rights under these Terms without written consent. Truescale Partners may assign rights and obligations without consent.
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