Terms and Conditions

Please read these Terms carefully before you accept. We draw your attention to:

• 1our privacy policy (on the Site) which sets out how we will handle your personal information;
• 2clause 1.7 (Variations) which sets out how we may amend these Terms; and
• 3clause 9 (Liability) which sets out exclusions and limitations to our liability under these Terms.

We may receive a benefit (which may include a referral fee or a commission) should you visit certain third party websites through a link in the Services, or for featuring certain goods or services on the Services.

1These Terms do not intend to limit your rights and remedies at law, including any of your Consumer Law Rights.

1.1These Terms apply from the time you agree to these Terms, until the date these Terms are terminated in accordance with their Terms (Term).

1.2Subject to your compliance with these Terms, we will provide you with access to the Services.

1.3Where we require access to your premises or computer systems in order to provide the Services, you agree to provide us with such access free from risk to the safety of our employees and contractors.

1.4We will not be responsible for any other services unless expressly set out in these Terms or on our Site.

1.5If we provide you with access to any new or beta services, you acknowledge that because of the developmental nature of such services, you use them at your own risk and we have no obligation to maintain or provide error corrections. Any new or beta services we provide you with access to are for evaluation purposes only and not for production use, and we may discontinue those services at any time at our sole discretion.

1.6Where you engage third parties to operate alongside the Services (for example, any third-party software systems you wish to integrate with the Services), those third parties are independent of us and you are responsible for (meaning we will not be liable for) the goods or services they provide, unless we expressly agree otherwise.

1.7We may amend these Terms at any time, by providing written notice to you. By clicking “I accept” or continuing to use the Services after the notice or 30 days after notification (whichever date is earlier), you agree to the amended Terms. If you do not agree to the amendment, you should cease using the Services.

2.1You must sign up for an Account in order to access and use the Services.

2.2You may invite Authorised Users to access and use the Services under your Account. You are responsible for ensuring that your Authorised Users comply with these Terms. You may change who your Authorised Users are at any time through your Account, and what access rights or permissions they have when using the Services. Any limitations on the number of Authorised Users you can have will be set out in your Account or on the Services.

2.3While you have an Account with us, you agree to (and to ensure your Authorised Users agree to):

• (a)keep your information up-to-date (and ensure it remains true, accurate and complete);
• (b)keep usernames and passwords secure and confidential, and protect them from misuse or being stolen; and
• (c)notify us if you become aware of, or have reason to suspect, any unauthorised access to your Account or any logins linked to your Account.

2.4If you close your Account, you and your Authorised Users will lose access to the Services.

3.1You may choose to purchase Services from us, as set out on our Site (Paid Services). You must pay all amounts due under these Terms in accordance with these Terms or as set out on our Site (as applicable).

3.2We may offer free trials for certain Paid Services. At the end of the free trial, you will either begin to be charged for the Paid Service or lose access to it (unless you sign up to it as a Paid Service), as specified in the trial offer you sign up to.

3.3Details of our Paid Services, including features, limitations and fees are set out on our Site. All Paid Services must be paid for at the time you order the Service.

3.4Our payments methods will be set out at the time you purchase the Services. If you choose to pay your fees using one of our third-party payment processors, you may need to accept their terms and conditions (if this is the case, these will be set out at the time you make payment).

3.5You must not pay, or attempt to pay, any fees due under these Terms or as a result of your use of the Services by fraudulent or unlawful means. If you make payment by debit or credit card, you must be the authorised card holder. If payment is made by direct debit, by providing your bank account details and accepting these Terms, you authorise our nominated third-party payment processor to debit your bank account, and you confirm that you are either the holder or an authorised signatory of that bank account.

3.6If any fees due under these Terms or as a result of your use of the Services are not paid on time, we may:

• (a)suspend your access to the Services; and
• (b)charge interest on any overdue payments at a rate equal to the Reserve Bank of Australia’s cash rate, from time-to-time, plus 2% per annum, calculated daily and compounding monthly.

3.7You are responsible for paying any levies or taxes associated with your use of the Services, for example sales taxes, value-added taxes or withholding taxes (unless we are required by law to collect these on your behalf).

4.1During the Term, we grant you and your Authorised Users a right to use our basic Services in accordance with these Terms. This right cannot be passed on or transferred to any other person. The features and limitations applicable to your licence will depend on the subscription tier you have selected, as set out on our Site.

4.2When you purchase our Paid Services, we grant you and your Authorised Users the right to access the purchased Service until the earlier of the specified duration of access, the termination of these Terms or your cancellation of the specific Service. These rights cannot be passed on or transferred to any other person.

4.3You must not (and you must ensure that your Authorised Users do not):

• (a)access or use the Services in any way that is improper or breaches any laws, infringes any person's rights (for example, intellectual property rights and privacy rights), or gives rise to any civil or criminal liability;
• (b)interfere with or interrupt the supply of the Services, or any other person’s access to or use of the Services;
• (c)introduce any viruses or other malicious software code into the Services;
• (d)use any unauthorised or modified version of the Services, including but not limited to for the purpose of building similar or competitive software or for the purpose of obtaining unauthorised access to the Services;
• (e)attempt to access any data or log into any server or account that you are not expressly authorised to access;
• (f)use the Services in any way that involves service bureau use, outsourcing, renting, reselling, sublicensing, concurrent use of a single user login, or time-sharing;
• (g)circumvent user authentication or security of any of our networks, accounts or hosts or those of any third party; or
• (h)access or use the Services to transmit, publish or communicate material that is, defamatory, offensive, abusive, indecent, menacing, harassing or unwanted.

5.1While we strive to always make the Services available to you, we do not make any promises that these will be available 100% of the time. The Services may be disrupted during certain periods, including, for example, as a result of scheduled or emergency maintenance.

5.2The Services may interact with, or be reliant on, products or services provided by third parties, such as cloud hosting service providers. To the maximum extent permitted by law, we are not liable for disruptions or downtime caused or contributed to by these third parties.

5.3We will try to provide you with reasonable notice, where possible, of any disruptions to your access to the Services.

6.1We own all intellectual property rights in the Services. This includes how the Services look and function, as well as our copyrighted works, trademarks, inventions, designs and other intellectual property. You agree not to copy or otherwise misuse our intellectual property without our written permission (for example, to reverse engineer or discover the source code of our intellectual property), and you must not alter or remove any confidentiality, copyright or other ownership notice placed on the Services.

6.2We may use any feedback or suggestions that you give us in any manner which we see fit (for example, to develop new features), and no benefit will be owed to you as a result of any use by us of your feedback or suggestions.

Your Data

6.3We do not own any of Your Data, but when you enter or upload any of Your Data into the Services, you grant us the right to access, analyse, backup, copy, store, transmit, and otherwise use Your Data for the duration of your use of the Services (and for a reasonable period of time afterwards). We may use Your Data (or disclose it to third party service providers) to:

• (a)supply the Services to you and your Authorised Users (for example, to enable you and your Authorised Users to access and use the Services), and otherwise perform our obligations under these Terms;
• (b)diagnose problems with the Services;
• (c)improve, develop and protect the Services;
• (d)send you information we think may be of interest to you based on your marketing preferences;
• (e)perform analytics for the purpose of remedying bugs or issues with the Services; or
• (f)perform our obligations under these Terms (as reasonably required).

6.4You acknowledge and agree that because of the nature of the internet, the processing and transmission of Your Data by us may occur over various networks.

6.5You are responsible for (meaning we are not liable for):

• (a)the integrity of Your Data on your systems, networks or any device controlled by you or your Authorised Users; and
• (b)backing up Your Data.

6.6When you use the Services, we may create anonymised statistical data from Your Data and usage of the Services (for example, through aggregation). Once anonymised, we own that data and may use it for our own purposes, such as to provide and improve the Services, to develop new services or product offerings, to identify business trends, and for other uses we communicate to you. This may include making such anonymised data publicly available, provided it is not compiled using a sample size small enough to make underlying portions of Your Data identifiable.

6.7If you do not provide Your Data to us, it may impact your ability to receive the Services.

Artificial Intelligence and Your Data

6.8Our Services include artificial intelligence capabilities, including AI-assisted process generation and, as developed over time, agentic AI overlays and automated workflow analysis. You acknowledge and agree that:

• (a)the information used by our AI to produce outputs has been provided by you (as Your Data), by us, and by third-party AI system providers and we do not specifically curate all data inputted into those AI systems;
• (b)we have not independently verified the accuracy, relevance or application of information used by our AI systems and we make no representation that AI-generated outputs will be accurate, complete or suitable for your purposes;
• (c)AI-generated outputs do not constitute professional advice and should not be relied upon as such. The Services are not a substitute for your professional judgement, and human oversight and supervision is required;
• (d)due to the nature of machine learning, outputs may not be unique across users and our AI may generate the same or similar outputs for other users. However, we will not use Your Data to train AI systems for other users or make Your Data available to other users;
• (e)we will not use Your Data to train any publicly available or shared AI models. Any third-party AI providers we engage in connection with the Services will be subject to appropriate contractual obligations relating to data protection and confidentiality;
• (f)artificial intelligence and machine learning are rapidly evolving fields and use of our AI capabilities may in some situations result in incorrect outputs that do not accurately reflect real people, places or facts. You should independently verify all AI-generated information and make your own enquiries;
• (g)you are responsible for reviewing and verifying all AI-generated process designs, workflow outputs and recommendations before relying on them for operational or business decisions; and
• (h)we may change the AI systems we use at our sole discretion, provided that any replacement AI systems will be subject to equivalent data protection and confidentiality obligations as set out in these Terms.

6.9You must not:

• (a)use our AI capabilities in a way that infringes, misappropriates or violates any person's rights, including intellectual property rights or privacy rights;
• (b)reverse assemble, reverse compile, decompile, translate or otherwise attempt to discover the source code or underlying components of our AI models, algorithms or systems, except to the extent such restrictions are contrary to applicable law;
• (c)use any automated or programmatic method to extract data or outputs from our AI capabilities, including scraping, web harvesting or web data extraction, except as expressly permitted by us; or
• (d)represent that any outputs from our AI capabilities were human-generated when they are not, or otherwise use AI-generated outputs in a manner that is misleading or deceptive.

6.10Where any Personal Information is input into any component of our AI capabilities, you warrant that you have obtained all necessary consents to upload that Personal Information and that you will not use our AI capabilities in any way that infringes any third party's rights.

6.11This clause 6 will survive the termination or expiry of these Terms.

7.1While using the Services, you may share confidential information with us, and you may become aware of confidential information about us. You agree not to use our confidential information, and to take reasonable steps to protect our confidential information from being disclosed without our permission, and we agree to do the same for your confidential information. This also means making sure that any Authorised Users, employees, contractors, professional advisors or agents of ours or yours only have access to confidential information on a ‘need-to-know basis’ (in other words, the disclosure is absolutely necessary), and that they also agree to not misuse or disclose such confidential information.

7.2However, either you or we may share confidential information with legal or regulatory authorities if required by law to do so.

7.3We collect, hold and disclose and use any Personal Information you provide to us in accordance with our privacy policy, available on the Site, and applicable privacy laws.

7.4You must only disclose Personal Information to us if you have the right to do so (such as having the individual’s express consent).

7.5We may need to disclose Personal Information to third parties, such as our related companies or our service providers (for example, IT and administrative service providers and our professional advisors).

7.6Where we are required by law to report on our activities, you acknowledge that from time to time we may request certain information from you in order to meet our requirements, and you agree to provide us with such information within the timeframes reasonably requested by us.

7.7This clause 7 will survive the termination or expiry of these Terms.

8.1In some jurisdictions, you may have guarantees, rights or other remedies provided by law (Consumer Law Rights), and these Terms do not restrict your Consumer Law Rights. We will only be bound by your Consumer Law Rights and the express wording of these Terms.

8.2Subject to your Consumer Law Rights, we do not provide a refund for a change of mind or change in circumstance.

8.3If you accept these Terms in Australia, nothing in these Terms should be interpreted to exclude, restrict or modify the application of, or any rights or remedies you may have under, any part of the Australian Consumer Law (as set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth)).

8.4This clause 8 will survive the termination or expiry of these Terms.

9.1To the maximum extent permitted by law, we will not be liable for, and you release us from liability for, any Liability caused or contributed to by, arising from or in connection with:

• (a)your computing environment (for example, your hardware, software, information technology and telecommunications services and systems); or
• (b)any use of the Services by a person or entity other than you or your Authorised Users.

9.2Regardless of whatever else is stated in these Terms, to the maximum extent permitted by law:

• (a)neither we or you are liable for any Consequential Loss;
• (b)a party’s liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the actions (or inactions) of the other party, including any failure by the other party to mitigate its loss;
• (c)(where the Services are not ordinarily acquired for personal, domestic or household use or consumption) in respect of any failure by us to comply with relevant Consumer Law Rights, our Liability is limited (at our discretion) to supplying the Services again or paying the cost of having the Services supplied again; and
• (d)our aggregate liability to you for any Liability arising from or in connection with these Terms will be limited to the amount of any fees paid by you to us in the 12 months immediately preceding the event giving rise to the Liability, and where no Services have been purchased, AU$1000.

9.3This clause 9 will survive the termination or expiry of these Terms.

Suspension

10.1We may suspend your access to the Services where we reasonably believe there has been any unauthorised access to or use of the Services (such as the unauthorised sharing of login details for the Services). If we suspend your access to the Services, we will let you know within a reasonable time of doing so, and we will work with you to resolve the matter, or if it cannot be resolved, then we may terminate these Terms and your access to the Services will end.

Termination

10.2We may terminate these Terms (meaning you will lose access to the Services) if:

• (a)you fail to pay your fees for Paid Services when they are due;
• (b)you or your Authorised Users breach these Terms and do not remedy that breach within 14 days of us notifying you of that breach;
• (c)you or your Authorised Users breach these Terms and that breach cannot be remedied; or
• (d)we decide to discontinue the Services, in which case we will provide you with at least 90 days’ written notice; or
• (e)you experience an insolvency event (including but not limited to bankruptcy, receivership, voluntary administration, liquidation, or entering into creditors’ schemes of arrangement).

10.3You may terminate these Terms if:

• (a)we breach these Terms and do not remedy that breach within 14 days of you notifying us of that breach; or
• (b)we breach these Terms and that breach cannot be remedied.

10.4You may also terminate these Terms at any time by notifying us through your Account or to our email for notices (as set out in clause 11.8). Where you have subscribed to a Paid Service, termination of these Terms will take effect at the end of your current billing cycle. You will retain access to the Paid Services until that date and no refund will be provided for any unused portion of the billing cycle, subject to your Consumer Law Rights.

10.5Upon termination of these Terms, you will lose access to your Account and Your Data stored on the Services. We will retain Your Data in temporary storage for a period of 30 days following the date of termination or expiry (Retention Period). During the Retention Period, you may contact us to request a copy of Your Data. After the Retention Period, Your Data will be permanently deleted from our systems, except to the extent we are required by law or regulatory requirements to retain it.

10.6Termination of these Terms will not affect any other rights or liabilities that we or you may have.

10.7This clause 10 will survive the termination or expiry of these Terms.

11.1Assignment: You may not transfer or assign these Terms (including any benefits or obligations you have under these Terms) to any third party without our prior written consent. We may assign or transfer these Terms to a third party, or transfer any debt owed by you to us to a debt collector or other third party.

11.2Disputes: Neither we or you may commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, these Terms (including any question regarding its existence, validity or termination) (Dispute) unless we and you first meet (in good faith) to resolve the Dispute. Nothing in this clause will operate to prevent us or you from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.

If the Dispute is not resolved at that initial meeting:

• (a)where you are resident or incorporated in Australia, refer the matter to mediation, administered by the Australian Disputes Centre in accordance with Australian Disputes Centre Guidelines for Commercial Mediation; or
• (b)where you are not resident or incorporated in Australia, refer the matter to arbitration administered by the Australian Centre for International Commercial Arbitration, with such arbitration to be conducted in Sydney, New South Wales, before one arbitrator, in English and in accordance with the ACICA Arbitration Rules.

11.3Events Outside Our Control: We will not be liable for any delay or failure to perform our obligations (including the Services), if such delay or failure is caused or contributed to by an event or circumstance beyond our reasonable control.

11.4Governing law: These Terms are governed by the laws of New South Wales, and any matter relating to these Terms is to be determined exclusively by the courts in New South Wales and any courts entitled to hear appeals from those courts.

11.5Illegal Requests: We reserve the right to refuse any request for or in relation to the Services that we deem inappropriate, unethical, unreasonable, illegal or otherwise non-compliant with these Terms.

11.6Marketing: You agree that we may send you electronic communications about our products and services. You may opt-out at any time by using the unsubscribe function in our electronic communications.

11.7Nature of Legal Relationship: These Terms do not create, and should not be interpreted so as to create, a partnership, joint venture, employment or agency relationship between us and you.

11.8Notices: Any notice you send to us must be sent to legal@zindecah.com. Any notice we send to you will be sent to the email address registered against your Account.

Professional Services Disclaimer: The Services do not constitute, and are not a substitute for, financial, legal or risk management advice.

12.1In these Terms:

Account means an account accessible to the individual or entity who signed up to the Services, under which Authorised Users may be granted with access.

Authorised User means a user that you have invited to use the Services through your Account.

Consequential Loss includes any consequential loss, special or indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise. However, your obligation to pay us any amounts for access to or use of the Services (including the Services) will not constitute “Consequential Loss”.

Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or us or you or otherwise.

Personal Information means any information or opinion about an identified individual, or an individual who is reasonably identifiable, whether the information or opinion is true or not, and whether the information or opinion is recorded in a tangible form or not.

Services means the services we provide to you, as detailed at the beginning of these Terms.

Your Data means the information, materials, logos, documents, qualifications and other intellectual property or data supplied by you and your Authorised Users when receiving the Services or stored by or generated by your use of the Services, including any Personal Information collected, used, disclosed, stored or otherwise handled in connection with the Services. Your Data does not include any data or information that is generated as a result of your usage of the Services that is a back-end or internal output or an output otherwise generally not available to users of the Services.