Terms of Service.

1. Parties and Application

These Terms of Service ("Terms") are between Coraz Pty Ltd ACN 696 741 885 ABN 57 696 741 885 of Sydney, New South Wales, Australia ("Coraz", "we", "us") and the organisation or individual ("you", "Tenant") accessing the Daxo platform or engaging Coraz Consultancy.

By creating an account, joining the waitlist, accessing the Platform, or engaging Coraz Consultancy, you agree to these Terms. If you are acting on behalf of an organisation, you represent that you have authority to bind that organisation to these Terms.

We may update these Terms from time to time. For active account holders, material changes take effect 30 days after we notify you. Continued use after that period constitutes acceptance of the updated Terms.

2. Definitions

• AI Outputs — content, answers, summaries, or analysis generated by AI features of the Platform in response to your queries.
• Consultancy Services — professional advisory or implementation services provided by Coraz under a Statement of Work.
• Metered Usage — AI queries, document processing, workflow executions, and storage consumed by you in a billing period.
• Order Confirmation — a written document (including email) confirming your Platform subscription, base fee, and billing start date.
• Platform — the Daxo software-as-a-service operating system, including all modules, the Universe view, Ask Daxo, the Vault, and associated APIs.
• Statement of Work (SOW) — a written scope of work agreed between you and Coraz for Consultancy Services.
• Tenant Data — all data, content, documents, and information you upload, input, or generate through the Platform.

3. Access and Accounts

3.1 Coraz grants you a non-exclusive, non-transferable right to access and use the Platform during your subscription term, subject to these Terms and your Order Confirmation.

3.2 You are responsible for all use of the Platform under your account, including by your authorised users. You must not share login credentials and must promptly notify us at security@coraz.ai of any suspected unauthorised access.

3.3 We may suspend your access to the Platform without liability if: (a) we reasonably suspect your account has been compromised; (b) required by law or a regulator; or (c) you are in material breach of these Terms and have not remedied the breach within 14 days of written notice from us.

4. Acceptable Use

You must not use the Platform to:

• process or store data you are not authorised to hold;
• violate any applicable law or regulation;
• reverse engineer, decompile, copy, or create derivative works from the Platform;
• attempt to gain unauthorised access to Coraz systems or another tenant's data;
• transmit malicious code or interfere with the Platform's operation or availability;
• use the Platform to develop, train, or benchmark a competing product; or
• resell or sublicense access to the Platform without Coraz's prior written consent.

5. Subscription and Fees

5.1 Platform fee. Your base platform fee is set out in your Order Confirmation. It covers Platform access for your authorised users and is payable monthly in advance.

5.2 Metered usage. Metered charges are calculated on your actual consumption each billing period and invoiced monthly in arrears. Usage data is available in the Platform dashboard.

5.3 Invoicing and payment. Invoices are due within 14 days of issue. All fees are GST-exclusive; GST at the applicable rate is charged in addition where applicable.

5.4 Late payment. Amounts overdue by more than 30 days from the invoice due date accrue interest at 8% per annum, calculated daily.

5.5 Disputed invoices. If you dispute an invoice in good faith, notify us at legal@coraz.ai within 14 days of receipt with details of the dispute. You must pay all undisputed amounts by the due date. We will work in good faith to resolve disputes within 30 days.

5.6 Fee changes. We may change the base platform fee on 60 days' written notice. Metered rates may change on 30 days' written notice.

6. Data and Intellectual Property

6.1 Your data is yours. You own all Tenant Data. Coraz claims no ownership of Tenant Data.

6.2 Licence to operate. You grant Coraz a limited, non-exclusive licence to store, process, and use Tenant Data solely to operate the Platform for you and to fulfil our obligations under these Terms. We do not use identifiable Tenant Data to train AI models.

6.3 Platform ownership. Coraz owns all intellectual property in the Platform, including its software, models, interfaces, architecture, and documentation. Nothing in these Terms transfers Platform intellectual property to you.

6.4 AI Outputs — important disclaimer. AI Outputs are provided as information tools only. They may be inaccurate, incomplete, or outdated. Coraz does not warrant that AI Outputs are correct or suitable for any particular purpose. You are solely responsible for reviewing, validating, and making decisions based on AI Outputs. Do not rely on AI Outputs for regulated professional advice (legal, financial, medical) without independent verification.

6.5 Data retrieval. You may export your Tenant Data at any time through the Platform. For 30 days following termination or expiry of your subscription, we will make Tenant Data available for export upon request. After that period we may permanently delete Tenant Data.

7. Engagement Basis

7.1 Coraz will provide Consultancy Services as described in a mutually executed SOW. Each SOW forms part of these Terms.

7.2 Consultancy Services are provided on a reasonable endeavours basis. Coraz does not warrant that any particular commercial outcome will be achieved.

7.3 You must provide Coraz with reasonable access to your personnel, data, and systems as necessary for us to perform the Consultancy Services. Delays caused by your failure to provide access will not constitute a breach by Coraz.

8. Consultancy Fees

8.1 Fees for Consultancy Services are set out in the applicable SOW. Unless otherwise stated, fees are invoiced monthly for work completed in that month.

8.2 Out-of-pocket expenses (travel, accommodation, third-party tools) are reimbursed at cost, subject to prior written approval and receipts.

8.3 All fees are GST-exclusive; GST is charged in addition at the applicable rate.

9. Deliverables and Intellectual Property

9.1 Unless an SOW expressly states otherwise:

• Coraz retains ownership of all methodologies, frameworks, tools, processes, and background IP it brings to the engagement; and
• you own the specific, identified deliverables produced for you under the SOW, upon full payment of the applicable fees.

9.2 Coraz may use generalised knowledge and experience from an engagement (without disclosing your identity or Confidential Information) to develop and improve its services.

10. Confidentiality

10.1 Each party must keep confidential all Confidential Information received from the other party and use it only for purposes permitted by these Terms.

10.2 "Confidential Information" means all non-public information disclosed by one party to the other that is identified as confidential or that a reasonable person would understand to be confidential in the circumstances. It excludes information that: (a) is or becomes publicly available without breach of these Terms; (b) was lawfully known to the receiving party before disclosure; (c) is independently developed by the receiving party without use of the Confidential Information; or (d) is required to be disclosed by law, court order, or regulator (where the disclosing party is notified promptly, to the extent permitted by law).

10.3 Confidentiality obligations survive termination of these Terms for a period of three years.

11. Warranties and Disclaimers

11.1 Each party warrants that it has full authority to enter into and perform its obligations under these Terms.

11.2 Coraz warrants that: (a) the Platform will be provided with reasonable skill and care; and (b) we will implement reasonable technical and organisational security measures appropriate to the sensitivity of Tenant Data.

11.3 Nothing in these Terms limits or excludes any guarantee, right, or remedy that cannot be excluded under the Australian Consumer Law or any other applicable law.

12. Limitation of Liability

12.1 To the maximum extent permitted by law, neither party is liable to the other for any loss of profit, loss of revenue, loss of data, loss of goodwill, or any consequential, indirect, incidental, or special loss — whether arising in contract, tort (including negligence), statute, or otherwise — even if advised of the possibility of such loss.

12.2 Coraz's total aggregate liability to you under or in connection with these Terms (whether in contract, tort, statute, or otherwise) is limited to the greater of: (a) the total fees paid by you to Coraz in the 12 months immediately preceding the event giving rise to the claim; and (b) AUD $10,000.

12.3 The limitations in clauses 12.1 and 12.2 do not apply to: (a) death or personal injury caused by Coraz's negligence; (b) fraud or wilful misconduct; or (c) any liability that cannot be excluded or limited under the Australian Consumer Law or other applicable law.

13. Indemnity

You indemnify Coraz, its officers, employees, and agents against any claim, loss, liability, or expense (including reasonable legal costs) arising from: (a) your use of the Platform in breach of these Terms; (b) the content, accuracy, or legality of Tenant Data; or (c) your breach of any applicable law. This indemnity is reduced proportionately to the extent that Coraz's negligence or breach contributed to the loss.

14. Termination

14.1 For convenience. Either party may terminate the Platform subscription on 30 days' written notice. Prepaid base fees for the current billing period are non-refundable.

14.2 For cause. Either party may terminate immediately on written notice if the other party: (a) commits a material breach that it fails to remedy within 14 days of written notice specifying the breach; or (b) becomes insolvent, enters voluntary administration or liquidation, has a receiver or administrator appointed, or ceases to carry on business.

14.3 Effect of termination. On termination: (a) your right to access the Platform ceases at the end of the notice period; (b) you may export Tenant Data for 30 days post-termination (clause 6.5); (c) all outstanding fees become immediately due and payable; and (d) each party must return or destroy the other party's Confidential Information on request.

14.4 Survival. Clauses 6.3, 9, 10, 11, 12, 13, and 15 survive termination.

15. Dispute Resolution

15.1 Before commencing legal proceedings (except for urgent interlocutory relief), the parties must attempt to resolve any dispute through good faith negotiation for at least 30 days after one party gives written notice of the dispute to the other.

15.2 If the dispute is not resolved through negotiation, either party may refer it to mediation administered by the Australian Disputes Centre (ADC) in Sydney. Costs of mediation are shared equally unless the mediator orders otherwise.

15.3 Nothing prevents either party from seeking urgent injunctive or interlocutory relief from a court at any time.

16. Governing Law

These Terms are governed by the laws of New South Wales, Australia. The parties submit to the non-exclusive jurisdiction of the courts of New South Wales and any courts with appellate jurisdiction over them.

17. General

17.1 Entire agreement. These Terms (together with any applicable SOW and Order Confirmation) constitute the entire agreement between the parties with respect to their subject matter and supersede all prior representations, agreements, and understandings.

17.2 Variation. No variation to these Terms is binding unless made in writing. Coraz may update these Terms on notice as set out in clause 1.

17.3 Waiver. A party's failure to enforce any provision is not a waiver of its right to enforce that provision at a later time.

17.4 Severability. If any provision is found to be unenforceable, it will be severed to the minimum extent necessary and the remaining provisions will continue in full force.

17.5 Assignment. You may not assign your rights or obligations under these Terms without Coraz's prior written consent. Coraz may assign its rights and obligations to a related body corporate or to a purchaser of its business without your consent.

17.6 Notices. Notices under these Terms must be sent by email: from you to legal@coraz.ai; from Coraz to your registered account email address. Notices are deemed received on the next business day after sending.

17.7 Relationship. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.