Terms of Service

Last updated: 20 June 2025

Effective on and from the date you click “Pay” or otherwise accept these Terms

By clicking “Pay”, “Subscribe” or any similar button, or by otherwise using the Airgentic Service, you agree to be bound by these Terms of Service (“Terms”), our Service Level Agreement, Support Policy, Acceptable Use Policy, and Privacy Policy (collectively, the “Agreement”). If you are agreeing to these Terms on behalf of an organisation, you represent that you are authorised to bind that organisation. If you do not agree, do not use the Service.

1 Definitions

TermMeaning

"Airgentic": Airgentic Pty Ltd (ABN 62 675 788 897). Referred to as "we", "us" or "our".
"Customer" / "you": The person or entity that creates an Airgentic account or purchases a subscription.
"Service": Airgentic’s cloud‑hosted AI customer‑service platform and any associated mobile or web applications and APIs.
"Subscription": The plan, features and usage limits you select and pay for at checkout.
"Policies": The documents referenced in the preamble above.
"Customer Data": Data, content and materials that you or your end‑users submit to the Service.
“Fees”: The amounts displayed at checkout or in your billing portal, plus applicable taxes.

2 Provision of Service

2.1 Access. Subject to this Agreement and timely payment of Fees, we grant you a non‑exclusive, non‑transferable right to access and use the Service during the Term.

2.2 Service Levels & Support. We will provide the uptime commitments set out in the Service Level Agreement and the support described in the Support Policy.

2.3 Shared Responsibility. The parties acknowledge the shared‑responsibility model:

Airgentic responsibilities: platform availability, data‑security measures under §7.4, and incident response.

Customer responsibilities: (i) accuracy and legality of inputs; (ii) business decisions made using outputs; (iii) compliance with laws; and (iv) user training.

3 Acceptable Use

You and anyone using the Service under your account must comply with the Acceptable Use Policy. We may suspend or limit access for any breach.

4 Privacy & Data Protection

4.1 We handle Personal Information in accordance with the Privacy Act 1988 (Cth), the Australian Privacy Principles and our Privacy Policy.

4.2 Where required by law (e.g. GDPR), the parties will automatically be bound by our Data Processing Addendum.

4.3 We implement technical and organisational measures to protect Customer Data as described at airgentic.com/security.

4.4 In the event of a Notifiable Data Breach, we will comply with applicable notification obligations.

5 Fees & Payment

5.1 Billing via Stripe. You authorise us (via Stripe) to charge your nominated card for Fees, taxes and any overages in advance of each billing cycle.

5.2 Renewals. Subscriptions auto‑renew for successive periods equal to the initial term unless cancelled in the billing portal before the renewal date.

5.3 Price Changes. We may change Fees by giving at least 30 days’ email notice. New prices apply at the next renewal.

5.4 Disputes. Billing disputes must be raised within 30 days of the charge; undisputed amounts remain payable.

5.5 GST & other taxes. All Fees are exclusive of GST and similar indirect taxes. Where Stripe collects and remits taxes on our behalf, such taxes will be itemised at checkout.

6 Term & Termination

6.1 The Agreement starts on the Effective Date and continues until cancelled or terminated under this section (“Term”).

6.2 Either party may terminate for material breach with 30 days’ notice (or immediately for non‑payment) if the breach is not cured.

6.3 Upon termination:

fees accrued are immediately due; and
we will make Customer Data available for download for 30 days, after which we may delete it.

Sections that by nature should survive (e.g. §§7‑11, 14‑15) continue after termination.

7 Confidentiality

7.1 Each party will protect the other’s Confidential Information using reasonable care and use it only to perform this Agreement.

7.2 Obligations do not apply to information that is public, already known, independently developed, or required by law to be disclosed.

8 Intellectual Property

8.1 Ownership. You retain all rights in Customer Data. We retain all rights in the Service and related IP.

8.2 Feedback. We may freely use suggestions or feedback with no obligation to you.

8.3 Aggregated Data. We may collect and use anonymised or aggregated data for analytics, improvement and benchmarking.

9 Warranties & Disclaimers

9.1 We will provide the Service with reasonable skill and care and in accordance with industry standards. Scheduled and emergency maintenance may cause downtime.

9.2 Except as expressly set out, the Service is provided “as is” and to the extent permitted by law we disclaim all implied warranties (merchantability, fitness, non‑infringement, etc.).

9.3 Nothing in these Terms excludes any non‑excludable consumer rights under the Australian Consumer Law. Where those rights apply, our liability is limited (at our option) to re‑supplying the services or paying the cost of re‑supply.

9.4 You acknowledge that outputs are generated by AI models and may not be error‑free or fit for any particular purpose. You are responsible for verifying any output before relying on it.

10 Indemnities

10.1 By Airgentic. We will defend and indemnify you against third‑party claims that the Service, when used as authorised, infringes IP rights, subject to the limitations in §11.

10.2 By Customer. You will defend and indemnify us against third‑party claims arising from (i) your breach of the Agreement or law; (ii) business decisions based on AI outputs; or (iii) Customer Data that infringes third‑party rights.

10.3 Procedures: The indemnified party must give prompt notice, allow control of the defence and cooperate at the indemnifier’s expense.

11 Limitation of Liability

11.1 Exclusion of Indirect Loss. Neither party is liable for indirect, special, incidental or consequential loss, or loss of profits, revenue, data, or business.

11.2 Liability Cap. Except for unpaid Fees and liabilities that cannot be limited by law, each party’s aggregate liability is capped at the Fees paid in the 12 months preceding the event giving rise to liability.

12 Insurance

Each party must maintain the insurance cover described in the original agreement (or any increased cover required by law) during the Term.

13 Force Majeure

Neither party is liable for failure to perform due to events beyond reasonable control (Force Majeure). If a Force Majeure event continues for 90 days, either party may terminate on 30 days’ notice.

14 Dispute Resolution

Before commencing formal proceedings, the parties will attempt to resolve any dispute through good‑faith negotiation, then mediation in Sydney under the ADC Guidelines. Nothing prevents a party from seeking urgent injunctive relief.

15 General

Assignment. You may not assign these Terms without our consent; we may assign on notice.
Notices. Email to the addresses on record constitutes written notice.
Entire Agreement. The Agreement supersedes all prior agreements on the subject matter.
Severability. If any provision is unenforceable, the remainder remains in full force.
Governing Law. New South Wales law governs; courts in Sydney have exclusive jurisdiction.
Publicity. You agree we may identify you as a customer and use your logo, unless you opt‑out in writing.

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