Terms of Service

• "Customer" — the organisation or entity subscribing to Vaultia under an Order Form or agreement.
• "Customer Data" — all documents, files, prompts, knowledge base content, conversation history, and other data uploaded or generated by Customer or its Users within the platform.
• "Platform" — the Vaultia software, services, and infrastructure deployment tooling provided by Vaultia.
• "Users" — individuals authorised by Customer to access the Platform.
• "Order Form" — a written or electronic agreement specifying the subscription tier, pricing, and term.
• "AWS Account" — the Customer's own Amazon Web Services account into which the Platform is deployed.

Vaultia deploys entirely within Customer's own AWS Account. Customer Data is stored in AWS services (S3, DynamoDB, Amazon Bedrock) provisioned under Customer's AWS Account and subject to Customer's own IAM controls and AWS agreements.

Vaultia does not access, copy, store, or process Customer Data on its own infrastructure. Vaultia provides the deployment tooling, application code, and ongoing software updates. The operation and security of the underlying AWS infrastructure is governed by Customer's relationship with AWS.

Subject to Customer's compliance with these Terms and payment of applicable fees, Vaultia grants Customer a limited, non-exclusive, non-transferable, non-sublicensable licence to:

• Deploy and operate the Platform within Customer's AWS Account.
• Permit Users to access the Platform for Customer's internal business purposes.

This licence does not include the right to modify, reverse-engineer, resell, or sublicense the Platform, or to use the Platform to build a competing product.

4.1 Account and access

Customer is responsible for maintaining the security of its AWS Account, administrator credentials, and User access. Customer must promptly notify Vaultia of any suspected unauthorised access to the Platform or Vaultia deployment tooling.

4.2 Acceptable use

Customer and its Users must not use the Platform to:

• Violate any applicable law or regulation.
• Upload content that infringes third-party intellectual property rights.
• Attempt to circumvent security controls or reverse-engineer the Platform.
• Use the Platform to generate content that is defamatory, fraudulent, or harmful.
• Overload or interfere with Platform infrastructure in a way that degrades service for others.

4.3 Regulatory compliance

Customer is responsible for ensuring its use of the Platform complies with all laws applicable to its industry and jurisdiction, including data protection, privacy, and professional confidentiality obligations. Vaultia provides a technical architecture designed to support compliance but does not provide legal or compliance advice.

4.4 AWS costs

Customer is responsible for all AWS charges incurred in its own AWS Account. Vaultia has no liability for AWS costs arising from Customer's use of the Platform.

As between Vaultia and Customer, Customer retains all right, title, and interest in Customer Data. Vaultia acquires no rights in Customer Data except as necessary to provide the Platform and support services.

Because Customer Data is stored within Customer's own AWS Account, Customer controls its retention, deletion, and backup. Upon termination of the subscription, Customer Data remains in Customer's AWS Account and subject to Customer's own AWS data management procedures.

Customer represents that it has all necessary rights to upload and process Customer Data through the Platform, and that doing so does not violate any third-party rights or applicable law.

Vaultia will:

• Provide the Platform substantially as described in the Order Form and applicable documentation.
• Use commercially reasonable efforts to make Platform updates and fixes available on a regular basis.
• Provide reasonable technical support in accordance with the support tier specified in the Order Form.
• Not access Customer Data without Customer's explicit permission, limited to specific, time-bound support engagements.
• Notify Customer of material changes to these Terms at least 30 days in advance.

Fees are as set out in the Order Form. Unless otherwise agreed:

• Subscription fees are invoiced in advance and are non-refundable except as expressly stated.
• Fees are exclusive of GST and any other applicable taxes, which Customer is responsible for paying.
• Vaultia reserves the right to suspend access if invoices remain unpaid for more than 30 days after the due date, following written notice.
• Vaultia may adjust fees at renewal on at least 60 days' written notice.

Vaultia retains all intellectual property rights in the Platform, including application code, interfaces, documentation, and underlying models and algorithms. Nothing in these Terms transfers ownership of the Platform to Customer.

Customer retains all intellectual property rights in Customer Data.

If Customer provides feedback or suggestions about the Platform, Vaultia may use that feedback without restriction and without obligation to Customer.

Each party may disclose confidential information to the other in connection with these Terms. Each party agrees to:

• Keep the other party's confidential information strictly confidential.
• Use it only for the purposes of these Terms.
• Disclose it only to employees or contractors who need to know and who are bound by equivalent confidentiality obligations.

Obligations do not apply to information that is publicly known, independently developed, or required to be disclosed by law (subject to advance notice to the other party where permitted).

Each party represents that it has the authority to enter these Terms and that doing so does not breach any other obligation.

Vaultia warrants that the Platform will perform materially as described in the documentation. Customer's sole remedy for breach of this warranty is for Vaultia to use commercially reasonable efforts to correct the non-conformance.

To the maximum extent permitted by law, the Platform is provided "as is" and Vaultia disclaims all other warranties, express or implied, including fitness for a particular purpose and non-infringement. Vaultia does not warrant that AI-generated outputs will be accurate, complete, or suitable for any purpose. Outputs must be reviewed by qualified humans before reliance.

To the maximum extent permitted by law, Vaultia's total aggregate liability to Customer under or in connection with these Terms will not exceed the total fees paid by Customer to Vaultia in the 12 months immediately preceding the event giving rise to the claim.

Vaultia will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, data, business, or goodwill, even if advised of the possibility of such damages.

Nothing in these Terms excludes liability that cannot be excluded by law, including liability under the Australian Consumer Law for non-excludable guarantees.

Customer will indemnify and hold harmless Vaultia and its officers, directors, and employees from any claims, damages, or expenses (including reasonable legal fees) arising from: (a) Customer's breach of these Terms; (b) Customer Data infringing third-party rights; or (c) Customer's violation of applicable law.

The subscription term is as specified in the Order Form. Unless otherwise agreed, subscriptions auto-renew for successive periods equal to the initial term unless either party gives written notice of non-renewal at least 30 days before the end of the current term.

Either party may terminate immediately on written notice if the other party: (a) materially breaches these Terms and fails to cure within 30 days of written notice; or (b) becomes insolvent, enters administration, or makes an assignment for the benefit of creditors.

On termination, Customer's licence to use the Platform ceases. Customer Data remains in Customer's own AWS Account. Vaultia will delete or return any Customer information held on Vaultia systems within 30 days of termination on written request.

The Platform integrates with Amazon Web Services (including Amazon Bedrock) and other third-party services. Customer's use of those services is subject to their respective terms and conditions. Vaultia is not responsible for third-party service availability, terms, or pricing.

AI inference is provided via Amazon Bedrock. AWS Service Terms prohibit Amazon from using customer content to train or improve its foundation models. Vaultia does not control, and provides no warranty regarding, AWS's terms or compliance.

Vaultia may update the Platform (including adding, modifying, or removing features) at any time. We will endeavour to notify Customers of material changes in advance.

Vaultia may update these Terms with at least 30 days' written notice to Customer. Continued use of the Platform after the notice period constitutes acceptance of the updated Terms. If Customer does not accept material changes, it may terminate the subscription before the changes take effect.

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, Australia.

Before commencing legal proceedings, the parties agree to attempt to resolve disputes in good faith through senior management discussion for at least 30 days following written notice of the dispute.

• Entire agreement. These Terms and the Order Form constitute the entire agreement between the parties and supersede all prior discussions, representations, and agreements.
• Severability. If any provision is found unenforceable, it will be modified to the minimum extent necessary, and remaining provisions remain in full force.
• Waiver. Failure to enforce a right is not a waiver of that right.
• Assignment. Customer may not assign these Terms without Vaultia's prior written consent. Vaultia may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets.
• Force majeure. Neither party is liable for delays caused by events beyond its reasonable control.
• Notices. Legal notices must be in writing and delivered by email with confirmation of receipt or by registered post to the addresses specified in the Order Form.

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