Terms and Conditions

These terms and conditions (“Terms”) govern your membership with Relevance AI, a product described on our Website here: https://relevanceai.com (“Subscription”). Your Subscription is for the tiered package as selected by you and agreed between us by means of the Website (“Subscription Tier”).

By clicking the tick box below, paying for your Subscription or otherwise accepting the benefit of any part of the Solution, you agree to be bound by these Terms which form a binding contractual agreement between you or the company you represent (the “Client”, or “you”) and OnSearch Pty Ltd, an Australian business with ABN 33 637 909 409 trading as Relevance AI (“Relevance AI”, “our”, “we” or “us”). You represent and warrant that you have valid authority to enter into these Terms on behalf of any entity you may represent.

We may change these Terms at any time by notifying you, and your continued use of the Solution following such an update will represent an agreement by you to be bound by the Terms as amended.

In these Terms, capitalised words and phrases have the meanings given to them where they are followed by bolded brackets, or as set out in the Definitions table at the end of these Terms.

Please read these terms and conditions carefully before agreeing to proceed with your Subscription.

1. THE SOLUTION

1.1 Order

(a) By submitting an order for the purchase of a Subscription on the Website, or by responding to a quote from us, indicating that you would like us to provide any goods, software or services to you, including Additional Services (Order), you represent and warrant that:
(i) you have the legal capacity and are of sufficient age to enter into a binding contract with us; and
(ii) you are authorised to use the debit or credit card you provide with your Order.

(b) Submitting or agreeing to an Order constitutes your intention and offer to enter into these Terms.

1.2 Your Subscription and the Solution

(a) (The Solution) The Solution includes the Software, the Hosted Services, the Support Services and any agreed Additional Services, to the extent described in your Subscription Tier.
(b) (Scope of Subscription) Your Subscription includes the benefits and limitations of your Subscription Tier as set out on our Website and in your Order (as may be amended from time to time by notice to you).
(c) (Term of Subscription) Your Subscription will commence on the date we make the Solution available to you (subject to you paying our Fees), and will continue for the Subscription Period, unless terminated earlier in accordance with these Terms.

1.3 Accounts

(a) (Accounts) To submit an Order or to use the Solution, you may be required to sign up, register and receive an account through the Website (an Account).
(b) (Provide Information) As part of the Account registration process and as part of your continued use of the Website, you may be required to provide personal information and details, such as your email address, first and last name, preferred username, a secure password, billing, postal and physical addresses, mobile phone number, photos and video, audio files, profile information, payment details, ratings and reviews, verified identifications, verified certifications and authentication, and other information as determined by us from time to time.
(c) (Warranty) You warrant that any information you give to us in the course of completing the Account registration process will always be accurate, honest, correct and up-to-date.
(d) (Acceptance) Once you complete the Account registration process, we may, in our absolute discretion, choose to accept you as a registered user within the Website and provide you with an Account.
(e) (Cancellation) We may, in our absolute discretion, suspend or cancel your Account for any reason, including for any failure by you to comply with these Terms.

1.4 The Software

(a) During the Subscription Period, we grant to you a non-exclusive, non-transferable licence to use the Software and Documentation for the Number of Solution Uses. If your Subscription Tier on the Website does not specify a Number of Solution Uses, your licence to use the Solution under this clause will be limited to one (1) use (the Number of Solution Uses will be one (1)).
(b) We may from time to time, in our absolute discretion, release enhancements to the Software, where “Enhancements” means any upgraded, improved, modified or new versions of the Software. Any Enhancements to the Software will not limit or otherwise affect these Terms. Enhancements may cause downtime or delays from time to time, and credits will not be provided for such downtime.
(c) We will provide the Software in accordance with all applicable Laws and industry standards.

2. SERVICES

2.1 Services

We will provide you with:
(a) Hosted Services and Support Services, as set out in the Order for your Subscription, or as agreed by us in writing from time to time; and
(b) Additional Services from time to time, as set out in any Order accepted by us (Additional Services).

2.2 Client Obligations

You agree to:
(a) provide us with all documentation, information and assistance reasonably required by us to perform the Services; and
(b) provide us with access to any third party or other accounts used by you (including log-in details and passwords), as is reasonably required by us to perform the Services.

2.3 Client Material

(a) You warrant that all information, documentation and other Material you provide to us for the purpose of receiving the Services is complete, accurate and up-to-date.
(b) You release us from all liability in relation to any loss or damage arising out of or in connection with the Services, to the extent such loss or damage is caused or contributed to by information, documentation or any other Material provided by you being incomplete, inaccurate or out-of-date.

2.4 Review of Services

If you review and approve of a Service, then that will constitute acceptance of responsibility for any errors and omissions within that Service (for example, in any copywriting we prepare for you). We will use our best efforts to ensure there are no such errors or omissions.

2.5 Collection Notice and Privacy

(a) We collect personal information about you in the course of providing you with the Solution, to contact and communicate with you, to respond to your enquiries and for other purposes set out in our Privacy Policy.
(b) Our Privacy Policy contains more information about how we use, disclose and store your information and details how you can access and correct your personal information.
(c) By agreeing to these Terms, you agree to be bound by our Privacy Policy (https://relevanceai.com/privacy-policy/).

3. FEES AND PAYMENT

3.1 Fees

You agree to pay the Fees in the amounts, and at the times, set out in the relevant Order. Fees may consist of (i) Subscription Fees; (ii) Actions; and (iii) Vendor Credits, as described in your Subscription Tier or as otherwise agreed in writing. Fees may change from time to time and will be applied to the next full billing cycle following notification to you.

Subscriptions automatically renew each billing cycle unless cancelled in accordance with Section 4.

3.2 Subscription Fees

You must pay subscription fees to us in the amounts and at the times specified in your Order, or as otherwise agreed in writing (Subscription Fees). Where your Subscription includes Actions, such Actions will be available for use during the Subscription Period in accordance with your Subscription Tier. Where you purchase Vendor Credits, such Vendor Credits are prepaid credits for third-party AI model usage. Vendor Credits will remain valid indefinitely while you maintain an Active Subscription, but will immediately expire upon termination, cancellation, suspension, deletion of your Account at your request, or our termination of your Account or Subscription due to a breach of these Terms (including, without limitation, for any non-payment of any amounts due by you under these Terms or otherwise). Provided further, that to the extent we sunset any Services associated with any Credits, then you may also forfeit the right to such Credits as related to such sunsetted Services.

3.3 Late Payments

We reserve the right to suspend all or part of the Solution indefinitely if you fail to pay any Fees in accordance with this clause 4.

3.4 No Change of Mind Refunds

Our Fees are non-refundable for change of mind.

3.5 GST

Unless otherwise indicated, the Fees do not include GST. In relation to any GST payable for a taxable supply by us, you must pay the GST subject to us providing a tax invoice.

3.6 Card Surcharges

We reserve the right to charge credit card surcharges in the event payments are made using a credit, debit or charge card (including Visa, MasterCard or American Express).

3.7 Vendor Credits Representation

Vendor Credits are charged at cost and we do not apply any markup or surcharge. We do not guarantee the continued availability or pricing of any third-party model. Where you choose to connect your own API keys, you are responsible for all fees charged by the third-party provider, and we accept no liability in relation to those fees.

3.8 Vendor Credits Not Currency, Not Refundable or Transferable

Vendor Credits and Actions are not legal tender, currency, or stored value, and have no cash or monetary value. They cannot be redeemed for cash, refunded, transferred, or used to offset or pay Subscription Fees or any other amounts owed to Relevance AI. Vendor Credits are solely a unit of measure for model usage through the Solution and otherwise have no monetary or other value and cannot be sold, shared or assigned to any other person or entity.

4. CANCELLATION OF YOUR SUBSCRIPTION

(a) You may cancel your Subscription by notice to us. Your Subscription will end in the then current billing cycle, and you will be charged for that billing cycle.
(b) Your licence to the Solution under these Terms will last for the remainder of the then current billing cycle to ensure you have an opportunity to retrieve all data you may need from the Software. Once the then current billing cycle ends, we will have no responsibility to store or otherwise retain any User Data, and you release us in respect of any loss or damage which may arise out of us not retaining any User Data or other Material beyond that point. Any unused Actions or Vendor Credits will automatically expire upon the effective date of cancellation or termination of an Active Subscription, and are non-refundable.
(c) Your access to the Solution will be revoked at the end of the relevant billing cycle in which you cancel your Subscription by notice to us.
(d) We may cancel your Subscription or Active Subscription immediately at any time. If we cancel your Subscription under this clause 5(d), in circumstances where you have not breached any of these Terms, we will issue you with a refund of a pro rata amount of the Subscription Fee, in proportion to the remainder of the period in which you will not have access to your Subscription due to our cancellation. Any remaining Actions and Vendor Credits will automatically expire.

5. UPGRADE AND DOWNGRADES

(a) You may notify us that you would like to upgrade or downgrade your Subscription Tier at any time. If you do, we will:
(i) take reasonable steps to promptly provide you with access to the new Subscription Tier; and
(ii) upon providing such access, apply the new, relevant Subscription Fees, in the billing cycle immediately following the cycle in which your access to the new Subscription Tier was provided, and you will be charged at the new Subscription Fee in that subsequent cycle.

(b) For the avoidance of doubt, if you choose to downgrade your Subscription, the new Subscription Fees will kick in at the start of the next billing cycle, unless we notify you otherwise. We generally don’t pro-rate downgrades in between billing cycles, however we reserve the right to from time to time.

(c) If you choose to downgrade your Subscription, you acknowledge and agree we are not liable, and you release us from all claims in relation to, any loss of content, features, or capacity, including any Client Data. For clarity, previously purchased Vendor Credits will remain valid following a downgrade provided your Subscription remains active.

6. OBLIGATIONS

6.1 Your Obligations

(a) You must, and must ensure that all Users, comply with these Terms at all times. You acknowledge and agree that we will have no liability in respect of any damage, loss or expense which arises in connection with your, your Personnel’s, or any User’s, breach of these Terms, and you indemnify us in respect of any such damage, loss or expense.

(b) You must not, and must not encourage or permit any User, Personnel or any third party to, without our prior written approval:
(i) upload any inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist material using the Software;
(ii) upload any material that is owned or copyrighted by a third party;
(iii) make copies of the Documentation or the Software;
(iv) adapt, modify or tamper in any way with the Software;
(v) remove or alter any copyright, trade mark or other notice on or forming part of the Software or Documentation;
(vi) act in any way that may harm our reputation or that of associated or interested parties or do anything at all contrary to the interests of us or the Solution;
(vii) use the Software in a way which infringes the Intellectual Property Rights of any third party;
(viii) create derivative works from or translate the Software or Documentation;
(ix) publish or otherwise communicate the Software or Documentation to the public, including by making it available online or sharing it with third parties;
(x) sell, loan, transfer, sub-licence, hire or otherwise dispose of the Software or Documentation to any third party;
(xi) decompile or reverse engineer the Software or any part of it, or otherwise attempt to derive its source code;
(xii) attempt to circumvent any technological protection mechanism or other security feature of the Software; or
(xiii) permit any use of the Solution in addition to the Number of Solution Uses.

(c) We may suspend or cancel your Account, revoke access to the Solution, and immediately expire any remaining Vendor Credits or Actions if you breach these Terms.

(d) If you become aware of misuse of your Subscription by any person, any errors in the material on your Subscription or any difficulty in accessing or using your Subscription, please contact us immediately using the contact details or form provided on our Website.

6.2 User Obligations

You agree, and you must ensure that all Users agree:
(a) to comply with each of your obligations in these Terms;
(b) not to intimidate, harass, impersonate, stalk, threaten, bully or endanger any other User or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment in connection with the Solution;
(c) not to upload any inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist material using the Solution;
(d) to sign up for a new Solution account (User Account) in order to use the Solution;
(e) to not share your User Account with any other person;
(f) not to use the Software for any purposes other than the purpose of the Software, which is to build and deploy AI chains, to be used by Users (Purpose);
(g) not to integrate the Software with third party data or Software, or make additions or changes to the Software (including by incorporating APIs into the Software) other than for the Purpose;
(h) to not share your User Account information (including your Account information), including log in details or passwords, with any other person and that any use of your User Account or Account by any person who is not the account holder is strictly prohibited. You must immediately notify us of any unauthorised use of your User Account, Account, password or email, or any other breach or potential breach of the Solution’s security;
(i) to not use the Solution for any purpose other than for the purpose for which it was designed, including you must not use the Solution in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity (including requesting or accepting a job which includes illegal activities or purposes);
(j) not to use the Solution in a way which infringes the Intellectual Property Rights of any third party;
(k) not to act in any way that may harm our reputation or that of associated or interested parties or do anything at all contrary to the interests of us or the Solution;
(l) you must not make any automated use of the Solution and you must not copy, reproduce, translate, adapt, vary or modify the Solution without our express written consent;
(m) that we may change any features of the Solution at any time on notice to you;
(n) that information given to you through the Software, by us or another User, is general in nature and we take no responsibility for anything caused by any actions you take in reliance on that information; and
(o) that we may cancel your, or any User’s, Account at any time if we consider, in our absolute discretion, that you or they are in breach of, or are likely to breach, this clause 7.

6.3 Hosted Services

We will store User Data you upload to the Software using a third party hosting service selected by us (Hosting Service), subject to the following terms:
(a) (hosting location) we may use storage servers to host the Software through cloud-based services, and potentially other locations outside Australia, unless otherwise agreed in writing.
(b) (service quality) While we will use our best efforts to select an appropriate hosting provider, we do not guarantee that the Hosting Service will be free from errors or defects or that User Data will be accessible or available at all times.
(c) (backups & disaster recovery) In the event that User Data is lost due to a system failure (e.g. a database or webserver crash), we cannot guarantee that any backup will be available, or if available that such a backup will be free from errors or defects.

6.4 Support Services

If the Solution includes us providing you with support, where necessary to resolve technical issues with the Software (Support Services), unless otherwise specifically agreed in writing:
(a) We will take reasonable steps to provide Support Services where necessary. You should first endeavour to resolve any issues with the Software internally and we will not assist with issues that are beyond our reasonable control.
(b) You are responsible for all internal administration and managing access, including storing back-up passwords and assisting your Personnel to access and use the Software.
(c) You will not have any claim for delay to your access to the Software due to any failure or delay in Support Services.

7. POSTED MATERIAL

7.1 Warranties and Indemnity

(a) By providing or posting any information, Material or other content in connection with the Software (Posted Material), you represent and warrant that, and must ensure that all Users make equivalent representations and warranties:
(i) you are authorised to provide the Posted Material (including by being authorised to provide any services that you represent you provide);
(ii) the Posted Material is free from any harmful, discriminatory, defamatory or maliciously false implications and does not contain any offensive or explicit material;
(iii) the Posted Material is free from any material that may harm our reputation or that of associated or interested parties;
(iv) the Posted Material is not “passing off” of any product or service and does not constitute unfair competition;
(v) the Posted Material does not infringe any Intellectual Property Rights, including copyright, trademarks, business names, patents, Confidential Information or any other similar proprietary rights, whether registered or unregistered, anywhere in the world;
(vi) the Posted Material does not contain any viruses or other harmful code, or otherwise compromise the security or integrity of the Solution or any network or system; and
(vii) the Posted Material does not breach or infringe any applicable Laws.

(b) You indemnify us against all damages, losses, costs and expenses incurred by us arising in connection with any third party claim that Posted Material infringes any third party’s Intellectual Property Rights.

7.2 Removal

(a) The Software acts as a passive conduit for the online distribution of Posted Material and has no obligation to screen Posted Material. However, we may, in our absolute discretion, review and remove any Posted Material from the Solution at any time without giving any explanation or justification for removing the Posted Material, including if we determine that the Posted Material infringes a third party’s Intellectual Property Rights, or is reasonably likely to.
(b) You agree that you are responsible for keeping and maintaining records of Posted Material.

8. INTELLECTUAL PROPERTY AND DATA

8.1 Infringing Content on the Software

(a) If you become aware of Posted Material, or other Material, on the Software that infringes the Intellectual Property Rights of any person, or is reasonably likely to, please contact us immediately.
(b) If you submit a complaint to us under clause 9.1(a):
(i) you warrant that the substance of the complaint is accurate, true and involves infringement of copyright;
(ii) you acknowledge and agree that groundless threats of legal proceedings in relation to copyright infringement may be prohibited under applicable law (for example, Australia’s Copyright Act 1968, or equivalent laws wherever you are located); and
(iii) you agree to indemnify Relevance AI in relation to any loss or damage that may arise in relation to your complaint, including in relation to any third party claim that the complaint contains a groundless threat.

8.2 Software Content Intellectual Property

(a) (Our ownership) We retain ownership of all materials provided to you throughout the course of your Subscription in connection with the Software (including text, graphics, logos, design, icons, images, sound and video recordings, pricing, downloads and software) (Software Content) and reserve all rights in any Intellectual Property Rights owned or licensed by us not expressly granted to you.
(b) (Licence to you) You are granted a licence to the Software Content, for the Number of Solution Uses, and you may make a temporary electronic copy of the Software Content for the sole purpose of viewing it and using it for the purposes of the Software. You must not otherwise reproduce, transmit, adapt, distribute, sell, modify or publish any Software Content without prior written consent from us or as otherwise permitted by Law.

8.3 Client Data

Our Rights and Obligations
(a) You grant to us (and our Personnel) a non-exclusive, royalty free, non-transferable, worldwide and irrevocable licence to use Client Data to the extent reasonably required to provide the Solution and to improve the Solution.
(b) We will:
(i) establish, maintain, enforce and continuously improve safety and security procedures and safeguards against the unauthorised use, destruction, loss or alteration of Client Data;
(ii) not make any undocumented, unreported or authorised configuration changes to our systems or to the information security controls that secure Client Data, if those changes would materially decrease the protections afforded to Client Data; and
(iii) notify and keep you notified at all times of our current safety and security procedures and safeguards that are made from time to time.

(c) We reserve the right to remove any Client Data at any time, for any reason, including where we deem Client Data to be inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist.

Your Obligations and Grant of Licence to Us
(d) You are responsible for ensuring that:
(i) you share Client Data only with intended recipients; and
(ii) all Client Data is appropriate and not offensive.

(e) You:
(i) warrant that our use of Client Data will not infringe any third-party Intellectual Property Rights; and
(ii) indemnify us from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of such infringement.

9. THIRD PARTY SOFTWARE, TERMS & CONDITIONS

9.1 Third Party Terms

(a) You acknowledge and agree that the terms & conditions of third party suppliers of goods or services (Third Party Terms), including those listed below, may apply to your use of the Solution from time to time (including to any Additional Services) and you agree to the Third Party Terms.
(b) We will not be liable for any loss or damage suffered by you in connection with such Third Party Terms.
(c) You must immediately notify us if you do not agree to such Third Party Terms and if you do not agree to any Third Party Terms, this may affect our ability to meet any agreed schedules for Service delivery.

(d) Where you connect your own third-party API keys (for example, to access third-party AI models), you are solely responsible for all usage, costs, and compliance with any applicable third-party terms. We will not be liable for any loss or damage arising from your use of such third-party API keys, and your Fees payable to us will not be reduced or refunded in relation to such usage.

9.2 Third Party Software Integrations

(a) You acknowledge and agree that issues can arise when data is uploaded to software, when data is transferred between different software programs, and when different software programs are integrated together. We cannot guarantee that integration processes between the Software and other software programs will be free from errors, defects or delay.
(b) You agree that we will not be liable for the functionality of any third party goods or services, including any third party software, or for the functionality of the Software if you integrate it with third party software, or change or augment the Software, including by making additions or changes to the Software code, and including by incorporating APIs into the Software.
(c) If you add third party software or software code to the Software, integrate the Software with third party software, or make any other changes to the Software, including the Software code (User Software Changes), then:
(i) you acknowledge and agree that User Software Changes can have adverse effects on the Solution, including the Software;
(ii) you will indemnify us in relation to any loss or damage that arises in connection with the User Software Changes;
(iii) we will not be liable for any failure in the Solution, to the extent such failure is caused or contributed to by a User Software Change;
(iv) we may require you to change or remove User Software Changes, at our discretion, and if we do so, you must act promptly;
(v) we may suspend your access to the Solution until you have changed or removed User Software Change; and/or
(vi) we may change or remove any User Software Change, in our absolute discretion. We will not be liable for loss of data or any other loss or damage you may suffer in relation to our amendment to, or removal of, any User Software Change.

10. CONFIDENTIALITY AND PRIVACY

(a) Except as contemplated by these Terms, a party must not, and must not permit any of its officers, employees, agents, contractors or related companies to, use or disclose to any person any Confidential Information disclosed to it by the other party without the disclosing party’s prior written consent.
(b) You agree to our Privacy Policy, located on our Website, which is incorporated into these Terms by reference. Please read the Privacy Policy carefully as it governs our collection, use, and disclosure of personal information.
(c) Each party must promptly notify the other party if it learns of any potential, actual or suspected loss, misappropriation or unauthorised access to, or disclosure or use of Confidential Information or other compromise of the security, confidentiality, or integrity of Confidential Information.
(d) The notifying party will investigate each potential, actual or suspected Security Breach and assist the other party in connection with any related investigation.

11. LIABILITY

11.1 Warranties

(a) We warrant that the Software will, when used in accordance with this Agreement and the Documentation, conform in all material respects with the Documentation.

(b) You acknowledge and agree that to the extent the Solution is provided to you at no cost, the Solution is provided on an “as-is” basis and we do not make any warranties about the Solution.

(c) When we supply the Solution, other than as required by Law, we make no representations or warranties that the Solution is reliable, suitable, or complete. In particular, we do not represent or warrant to you that:
(i) your use of the Solution will meet your requirements;
(ii) your use of the Solution will be uninterrupted, timely, secure or free from error;
(iii) any information provided through the Solution will be accurate or reliable;
(iv) defects in the operation or functionality of any part of the Solution will be corrected; or
(v) the Solution will be free from viruses or anything else which may damage any device used to access the Solution or any data on such a device.

(d) To the maximum extent permitted by applicable law, all warranties, conditions and representations about the Solution (whether express or implied) are excluded, including any warranties, conditions and representations relating to merchantability, fitness for purpose, title and non-infringement of third-party rights.

(e) Without limiting the above, we make no warranties or representations about the accuracy or completeness of content or information provided through the Solution, including any Posted Material or information provided by other users of the Solution.

11.2 Limitation of Liability

(a) To the maximum extent permitted by applicable law, our total liability arising out of or in connection with the Solution or these Terms, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed the total Fees you paid to us in the 3 months immediately preceding the event giving rise to the liability.

(b) Despite anything to the contrary, to the maximum extent permitted by applicable law, we will not be liable for, and you waive and release us from and against, any liability for any:
(i) consequential loss;
(ii) loss of profits;
(iii) loss of business opportunity;
(iv) loss of revenue;
(v) loss of savings;
(vi) loss of data; or
(vii) indirect loss.

(c) The exclusions and limitations in this clause 12 will apply whether or not we have been advised of or should have been aware of the possibility of such losses.

(d) You agree to indemnify us, and hold us harmless, from and against any and all claims, liabilities, losses, damages, costs or expenses (including legal costs on a full indemnity basis) arising out of or in connection with:
(i) your use of the Solution;
(ii) any breach of these Terms by you;
(iii) any act or omission of you, your Personnel, or your Users; or
(iv) any Posted Material you upload.

12. CANCELLATION, DISPUTES AND TERMINATION

12.1 Disputes

(a) A party claiming that a dispute has arisen under or in connection with these Terms (Dispute) must not commence court proceedings arising from or relating to the Dispute, other than a claim for urgent interlocutory relief, unless that party has complied with this clause 13.

(b) A party that requires resolution of a Dispute must give the other party written notice containing reasonable details of the Dispute and proposed resolution.

(c) The parties must meet (whether in person, by telephone or video conference) within 10 Business Days of the notice under clause 13.1(b) to seek (in good faith) to resolve the Dispute.

(d) If the parties are unable to resolve the Dispute within 20 Business Days of the meeting under clause 13.1(c), either party may refer the Dispute to mediation administered by the Australian Disputes Centre.

(e) If the Dispute is not settled within 30 Business Days after the referral to mediation, either party may take legal proceedings in relation to the Dispute.

12.2 Termination by Us

(a) We may terminate these Terms or your Subscription immediately by notice to you if:
(i) you breach these Terms and do not remedy such breach within 10 Business Days of receiving notice requiring you to do so; or
(ii) you suffer an Insolvency Event.

(b) We may also terminate these Terms or your Subscription at any time by providing you with 30 days’ notice. If we do so, and you have not breached these Terms, we will refund you a pro-rata amount of any Subscription Fees paid in advance in respect of the period after termination, but you will not receive a refund for any of your outstanding Vendor Credits.

12.3 Termination by You

(a) You may terminate these Terms or your Subscription immediately by notice to us if:
(i) we breach these Terms and do not remedy such breach within 10 Business Days of receiving notice requiring us to do so; or
(ii) we suffer an Insolvency Event.

(b) If you validly terminate these Terms under this clause 13.3, you will be entitled to a refund of any Subscription Fees paid in advance in respect of the period after termination, but you will not receive a refund for any of your outstanding Vendor Credits.

13. FORCE MAJEURE

(a) We will not be liable for any delay or failure to perform our obligations under these Terms if such delay or failure is due to a Force Majeure Event.

(b) If a Force Majeure Event continues for a period of 30 days or more, either party may terminate these Terms by written notice to the other party.

(c) For the purposes of this clause, “Force Majeure Event” means any event or circumstance beyond our reasonable control, including but not limited to fire, storm, flood, earthquake, epidemic, pandemic, explosion, war, terrorism, sabotage, embargo, labour dispute or shortage, riot, civil commotion, government intervention, order or law, or failure of a utility service, telecommunication network or transport network.

14. NOTICES

(a) A notice or other communication given under these Terms must be:
(i) in writing and in English; and
(ii) delivered by email to the recipient’s email address last notified by the recipient.

(b) A notice or other communication is deemed received if:
(i) delivered by hand, at the time of delivery;
(ii) sent by post, three Business Days after posting; or
(iii) sent by email, subject to not receiving an automated message that the email has not been delivered, within 24 hours after sending.

15. GENERAL

15.1 Governing law and jurisdiction
These Terms are governed by the laws of New South Wales, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales.

15.2 Waiver
A waiver of any right, power or remedy under these Terms must be in writing signed by the party granting it.

15.3 Severance
If any provision of these Terms is found to be invalid or unenforceable, it will be severed from these Terms and the remaining provisions will continue in full force and effect.

15.4 Assignment
You may not assign, transfer or novate any of your rights or obligations under these Terms without our prior written consent. We may assign, transfer or novate any of our rights or obligations under these Terms without your consent.

15.5 Entire agreement
These Terms contain the entire understanding between the parties and supersede all previous agreements, representations or understandings.

15.6 Interpretation
In these Terms:
(a) words importing the singular include the plural and vice versa;
(b) references to “including” and similar expressions are not words of limitation;
(c) headings are for convenience only and do not affect interpretation; and
(d) references to a clause are references to clauses in these Terms.

DEFINITIONS

In these Terms, the following expressions have the following meanings:

Additional Services means any services we provide you in addition to the Hosted Services and Support Services, as set out in an Order.
Account has the meaning given in clause 1.3.
Actions means a unit of work performed by the Solution, as further described on our Website (for example, sending an email, updating a CRM, or executing a workflow).
Active Subscription means any paid Subscription that is current and not subject to cancellation, suspension, or termination under these Terms.
Business Day means a day on which banks are open for business in New South Wales, other than a Saturday, Sunday or public holiday.
Client Data means any data, information or material inputted by you, your Personnel or your Users into the Software.
Confidential Information means any information that:
(a) is disclosed to a party in connection with these Terms, whether before or after the date of these Terms;
(b) is prepared or produced under or in connection with these Terms, whether before or after the date of these Terms; or
(c) relates to a party’s business, assets or affairs;
but does not include information that is in or becomes part of the public domain other than through breach of these Terms or an obligation of confidence owed to any person.
Documentation means any and all manuals, help files, user guides and other documentation provided by us to you to assist with the use of the Software.
Fees means the Subscription Fees, fees for Additional Services, fees for Actions, fees for Vendor Credits, and any other fees you must pay us in accordance with an Order.
Force Majeure Event has the meaning given in clause 13.
Hosted Services has the meaning given in clause 2.1(a).
Insolvency Event means any of the following events in relation to a party:
(a) the party is wound up or dissolved, or an administrator, liquidator or receiver is appointed;
(b) the party is insolvent within the meaning of section 95A of the Corporations Act 2001 (Cth);
(c) the party is unable to pay its debts as and when they fall due; or
(d) the party is subject to any analogous event or proceeding in any jurisdiction.
Intellectual Property Rights means all intellectual property rights, including copyright, trade marks, design rights, patents, rights to inventions, circuit layout rights, trade secrets, domain names and any similar rights in any part of the world, whether or not registrable, and whether or not registered.
Law means any applicable statute, regulation, by-law, ordinance or subordinate legislation in force from time to time, and includes common law and equity.
Material means any material in any form, including documents, specifications, images, data, software, source code, object code, reports, drawings, technology, know-how and Confidential Information.
Number of Solution Uses has the meaning given in clause 1.4(a).
Order has the meaning given in clause 1.1.
Personnel means officers, employees, contractors and agents.
Posted Material has the meaning given in clause 7.1(a).
Privacy Policy has the meaning given in clause 2.5(c).
Services has the meaning given in clause 2.1.
Software means the Relevance AI software described on the Website, and includes any Enhancements.
Software Content has the meaning given in clause 8.2(a).
Solution has the meaning given in clause 1.2(a).
Subscription has the meaning given in the first paragraph of these Terms.
Subscription Fees has the meaning given in clause 3.2.
Subscription Period has the meaning given in clause 1.2(c).
Subscription Tier has the meaning given in the first paragraph of these Terms.
Support Services has the meaning given in clause 6.4.
User means an end user of the Solution, being a person you permit to use the Solution, including your Personnel.
User Account has the meaning given in clause 6.2(d).
User Data means any data, information or material inputted by Users into the Software.
Vendor Credits means prepaid credits corresponding to third-party AI model usage, redeemable through the Solution. Vendor Credits are valid indefinitely while you maintain an Active Subscription, but immediately expire upon cancellation or termination, as further set forth in these Terms.

Website means https://relevanceai.com or such other URL as notified by us from time to time.