Terms of Use

Effective date: 8 September 2026 Last updated: 11 August 2026 Version: 2.1

In plain English. A plain-language summary of the agreement below. It is a reading aid only; if the summary and the full Terms differ, the full Terms govern.

One product, modules inside it. YourCA is a single product. What you can see and use inside it is what your Order and your account entitle you to, and we may add, change, or remove modules. (Clauses 2.1 and 2.3.)

We flag commercial risk; we do not give legal advice. YourCA is not a law firm. A contract review is an automated first-pass risk flag you must check against the contract yourself, and you should get your own legal advice before you sign, rely on, or act on anything it produces. Any legislation, deadline, or time bar it prints is indicative only and must be confirmed. (Clause 14.5.)

We draft statutory documents; you sign and serve them. Where YourCA prepares a payment claim, a statutory declaration, or a compliance certificate, it produces the complete filled document with every field editable and the signature and witness blocks blank. YourCA cannot send it for you. You check it, sign it, and serve it yourself. (Clause 2.7.)

If you switch worker location on, the notice is yours to give. The Service records attendance for the people on your jobs, and, only if you switch it on, one location reading when a person clocks on and one when they clock off. You are the employer and the workplace surveillance notice your state law requires is your obligation, not ours. The Service will not take a reading until that notice has been delivered to that worker on their own device and their statutory notice period has run, and there is no override for anyone. It never refuses a clock event, it never tracks between those two moments, and the reading never leaves your account. Switching it off, revoking a notice and deleting readings already taken are always available to you. (Clause 2.8, and clause 2.4 of the Privacy Policy.)

You own your data; we undertake never to train on it. You keep all rights to your Customer Data. We give you a contractual undertaking that we do not use it to train, retrain, fine-tune, or benchmark any AI model. (Clause 5.4.)

We read and cite; we don't rebuild your tools. YourCA is a layer over the systems you already run. We don't use a connected source's data to clone or compete with its features. (Clause 5.4.)

We honour each platform's rules, where and when we offer that connection. Where the Service offers a connection to a source, we undertake to comply with that platform's developer, API, and marketplace terms for as long as the connection is offered, including Procore's restriction on training AI on Procore data. These are undertakings that attach to a connection when it is offered to you, not statements that any particular connection is available to you today. (Clauses 5.4 and 9.1.)

Connections are yours to grant and yours to revoke. Where the Service offers a connection to a source and you connect it, you authorise that connection and can revoke it at any time. A connection is not read-only: some connected systems can be written to as well as read. Where you have a connection, an action that writes back to that system runs when you run it. The Service also has an automatic chasing capability which, where the Service offers it and you switch it on for a supplier, can send a chase from your connected mailbox without further action from you. That capability is not enabled in the Service today: nothing is sent from your mailbox unless you send it. (Clause 9.1.)

Where your data sits. Customer Data is stored in Sydney. You can export it yourself, and you can ask us to delete it, which we do by hand rather than by an automated process. AI text processing is currently performed in the United States. Product telemetry, whether it comes from our servers or from your browser, is processed in the European Union: both paths refuse that provider's United States host, so telemetry is European or it is not sent at all. Not everything stays onshore, and for application hosting and the job queue the Sydney region is a configuration commitment rather than a control enforced in the software. (Clauses 2.6, 5.5, 5.6, and 11.2.)

Refunds are narrow, but your consumer rights come first. Except where the Australian Consumer Law or another law gives you a remedy that cannot be excluded, Fees are non-refundable and there is no cooling-off period. If a paid contract review fails, what happens to your payment depends on how it was paid: it may be refunded, a review credit may be returned, your payment may be held so you can re-run the review at no extra cost, or nothing may have been charged in the first place. (Clause 7.6.)

What we can be made to pay is capped at the greater of A$1,000 and the Fees you paid, and that will usually be a small amount. Except for your non-excludable rights under the Australian Consumer Law, and for the three narrow items clause 15.3 leaves uncapped on our side (a wilful breach of confidence by us, an infringement by us of your intellectual property, and anything the law does not let us limit at all, such as fraud or personal injury), the most we can be required to pay you, for everything added together, is the greater of A$1,000 and the total Fees you actually paid us in the 12 months before the problem arose. There is a minimum of A$1,000, so the cap is never nil, even if you paid us nothing because you were on a free pilot or a code that reduced every Fee to zero. A$1,000 is a small amount and we are not presenting it as a real remedy for a large loss. If a single A$249 contract review is all you have paid us in that period, the most you can recover from us is A$1,000, however serious the problem and however large your own loss. If you hold a subscription, the cap is the Fees actually paid in those 12 months, not the annualised value of the subscription, and renewing does not reset it. We also exclude indirect and consequential loss, which includes lost profit, lost revenue and lost opportunity, and any claim must be started within 12 months of when it first arose. We are deliberately setting our exposure as low as the law allows, and we are telling you so before you buy rather than burying it. (Clauses 15.1, 15.2, 15.3 and 15.5.)

We hold no professional indemnity insurance, and your remedy may be small. YourCA is a sole trader with no professional indemnity insurance and no company standing between a claim and the individual who operates it. That is why the cap is set at the Fees you paid, subject to a minimum of A$1,000 that applies if you have paid us nothing or less than that, and why the Fees are as low as they are. Read this together with the point above and decide, before you buy, whether a remedy of that size is enough for what you intend to use the Service for. If it is not, do not put that work through the Service without your own advisers and your own cover. (Clauses 11.1 and 15.2, and the Data & AI statement.)

Your consumer guarantees survive all of that, and they are the floor. Most business customers buying at our prices are "consumers" under the Australian Consumer Law, because the amount paid does not exceed A$100,000. Those consumer guarantees cannot be excluded, restricted or modified by anything in these Terms, and we do not try to. What we do rely on is the limitation the law expressly permits for services of this kind: for a breach of a consumer guarantee, our liability is limited to supplying the Service again or paying the cost of having it supplied again. A court can decline to let us rely on that limitation if it decides it is not fair and reasonable in the circumstances, so it is a limit we claim, not one we guarantee. (Clause 14.4.)

We do not indemnify you, and we do not pretend otherwise. We have removed the uncapped intellectual-property indemnity that an earlier draft of these Terms gave you. What replaces it is narrow. It covers only a claim that the Service infringes an Australian copyright or an Australian registered trade mark. It does not cover patents, registered designs, unregistered trade marks, passing off, anything arising outside Australia, or any claim touching your own data, your prompts, the AI output, a source you connect, or open-source components, and it does not cover a claim you tell us about more than 12 months after you became aware of it. Where it does apply, we choose one of four responses: get you a licence to keep using the Service, change the Service so it no longer infringes, defend or fund the claim, or simply terminate your subscription and refund the prepaid Fees for the period after termination. The choice is ours, and choosing to terminate and refund discharges the whole undertaking. Everything we pay under it, including any defence, counts against the same capped amount as every other claim. (Clauses 15.3 and 16.1.)

We give no warranty that the Service matches the Documentation. The only warranties we give are that we will use reasonable care and skill and will not knowingly introduce malicious code. We expressly do not warrant that the Service conforms to the Documentation, that it is available for any period, that any output is accurate or complete, or that any defect will be fixed. The Documentation describes how the Service is intended to work; it is not a specification we promise to meet. Your consumer guarantees are unaffected. (Clauses 14.2, 14.3 and 14.4.)

Your liability to us is capped too, and we tell you the figure. If you have to indemnify us under clause 16.2, the most you can be required to pay is the greater of A$10,000 and five times the Fees you have paid us in the preceding 12 months. Your obligation to pay Fees you owe us under clause 7 sits outside that cap, because it is your own price rather than a liability. Your breach of Acceptable Use, and either party's infringement of the other's intellectual property, sit outside the caps on both sides equally. (Clauses 15.3 and 16.2.)

A pilot has its own, narrower cap. If we agree a pilot, proof-of-concept or evaluation with you, our liability for it is capped at the greater of A$1,000 and the Fees you actually paid in connection with that pilot, rather than at the 12-month figure. For an unpaid pilot the cap is A$1,000, not nil. (Clause 8.)

Australian law, real consumer rights. Governed by NSW law; nothing limits your non-excludable rights under the Australian Consumer Law. (Clauses 14.4 and 18.)

See also our plain-English Data & AI statement.

These Terms of Use (Terms) form a binding agreement between Michael Dewick trading as YourCA (ABN 84 390 063 197), a sole trader in New South Wales, Australia, with a business address at Suite 302, 13/15 Wentworth Avenue, Sydney NSW 2000 (YourCA, we, us, our), and the customer entity or individual that accesses or uses the Service (Customer, you, your).

By creating an account, clicking "I agree", accessing the Service, or paying any fee, you accept these Terms and warrant that you have authority to bind the Customer to them. If you do not agree, do not access or use the Service.

#1. Definitions

Account means a registered Customer account used to access the Service.
Affiliate means an entity controlled by, controlling, or under common control with a party, where "control" means ownership of more than 50% of the voting interests.
Authorised User means an employee, contractor, or agent of the Customer who is permitted by the Customer to access the Service under the Customer's Account.
Confidential Information means non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential, including pricing, security architecture, technical details, business plans, and Customer Data.
Customer Data means all data, content, files, text, images, documents, and other materials uploaded to, generated within, or processed by the Service by or on behalf of the Customer, including Personal Information processed by us on the Customer's behalf.
Documentation means the user guides, help articles, and technical documentation we publish for the Service.
DPA means the Data Processing Addendum entered into between the parties under clause 17.
Fees means the subscription, usage, one-off purchase, prepaid credit, and other charges payable under an Order or shown at the point of purchase.
Insolvency Event means any of the following in respect of a party: (i) the appointment of a controller, administrator, receiver, liquidator, or trustee in bankruptcy; (ii) entry into a scheme of arrangement, deed of company arrangement, or composition with creditors; (iii) becoming unable to pay debts as and when they fall due; or (iv) any analogous event in any jurisdiction.
Intellectual Property Rights means all current and future registered and unregistered rights in respect of copyright, designs, circuit layouts, trade marks, trade secrets, know-how, confidential information, patents, inventions, and discoveries.
Module means a functional area within the Service (for example, the contract, financials, procurement, documents, schedule, handover, prestart, and directory areas). Modules are parts of the single Service, not separate products.
Order means an order form, online subscription selection, online purchase at checkout, statement of work, or written agreement under which the Customer subscribes to or purchases use of the Service.
Personal Information has the meaning given in the Privacy Act 1988 (Cth) and includes "personal data" as defined under the GDPR and UK GDPR.
Privacy Laws means the Privacy Act 1988 (Cth), the Australian Privacy Principles, the Spam Act 2003 (Cth), the Notifiable Data Breaches scheme, and any other applicable data protection or privacy law (including the GDPR and UK GDPR where they apply).
Service means the YourCA software-as-a-service platform, which is a single product comprising all of its Modules, including its websites, applications, APIs, integrations, AI features, and any associated software, content, and documentation.
Sub-processor means a third party engaged by us to process Personal Information on our behalf in providing the Service.
Subscription Term means the period during which the Customer is licensed to access the Service under an Order.

#2. The Service

#2.1 One product, and the grant of access

YourCA is one product. Its Modules are functional areas within that product and are not separately licensed products. Subject to your continuous compliance with these Terms and payment of all Fees, we grant you a non-exclusive, non-transferable, non-sublicensable, revocable licence during the Subscription Term (or, for a one-off purchase, for the purchased use) to access and use the Service for your internal business purposes.

Which Modules and capabilities are available to your Account is determined by your Order, your plan or purchase, and the entitlements we apply to your Account. Some Modules and capabilities are not offered to all customers, and some are not offered publicly at all. Nothing in these Terms entitles you to any particular Module unless your Order says so.

#2.2 Authorised Users

You are responsible for all activity under your Account and the acts and omissions of your Authorised Users as if they were your own. You must ensure each Authorised User keeps credentials secure, does not share credentials, and complies with these Terms.

#2.3 Service evolution

We may add, modify, or remove features of the Service at any time. We will not materially degrade the core functionality of a paid Subscription during its current Subscription Term without providing a comparable alternative or refunding the prepaid Fees attributable to the removed functionality for the unused remainder of that Subscription Term. Any such refund is calculated and paid by us manually to the original payment method; the Service does not calculate it automatically.

#2.4 Beta features

Features labelled "beta", "preview", "experimental", or similar are provided "as is" without warranty and may be withdrawn or modified at any time. Subject to clause 14.4, and to the maximum extent permitted by law, our liability for beta features is excluded.

#2.5 APIs and usage limits

Where we make APIs available, you may use them only in accordance with the Documentation and within published rate limits, quotas, and fair-use policies. We may enforce limits technically, throttle excessive traffic, and require you to upgrade your plan if your usage materially exceeds the limits applicable to your tier. Excessive AI feature usage may be metered separately under your Order.

#2.6 Hosting and infrastructure

We host the Service on cloud infrastructure in the Australian (Sydney, ap-southeast-2) region, provided by our hosting and infrastructure Sub-processors (currently Replit, Neon, Upstash, and Amazon Web Services). The complete Sub-processor list, with the processing location of each, is Annex 3 of the DPA and clause 6.1 of the Privacy Policy. For object storage, optical character recognition, and the computation of the search index, the Sydney region is enforced by a check in the application that raises an error and stops the component rather than letting it run elsewhere. That check runs as the application loads for the search index computation, and on first use for object storage and optical character recognition, in the latter two cases only where that component is configured or switched on. For the database it is fixed by the provider endpoint we connect to. For application hosting (Replit) and the queue service (Upstash) it is a deployment configuration we set, not a control enforced in the application. We may change underlying infrastructure providers from time to time but will not change the primary region for Customer Data storage without at least 60 days' prior written notice to the Customer. Not all processing occurs in Australia: clause 11.2 sets out what is processed outside Australia and where.

#2.7 Statutory documents: draft and export

Where the Service prepares a statutory or contractual document for you to serve on another party (for example a payment claim, a statutory declaration, or a trade compliance certificate):

(a) the Service produces the complete filled document, prepared from your own contract and project records, rather than a worksheet or a checklist;

(b) every field on the document remains editable by you until you sign it, and you are responsible for checking every figure and every statement on it;

(d) where a form is prescribed by law, the Service produces that prescribed form filled in, or it produces nothing for that document and tells you why. It does not produce an approximation of a prescribed form; and

(e) the Service cannot serve or transmit the document for you. You export it, check it, sign it, and serve it yourself through your own channel. Any record kept in the Service that you served a document is your own diary entry made after the fact; it does not move the document anywhere.

You are solely responsible for whether a document is correct, validly made, validly served, and served in time. Clause 14.5 applies to every such document.

#2.8 Site workers, attendance, and location

The Service records the attendance of the people who work on your jobs, and — only if you switch it on — a single location reading at the moment a person clocks on and clocks off.

You are the employer; we are not. For every person whose attendance or location is recorded in your Account, you are the employer or principal and the controller of that information. We are your service provider. The obligations that the Workplace Surveillance Act 2005 (NSW) and its equivalents in other states and territories place on an employer are yours, and they stay yours.

What the location feature is. Where you switch it on, the Service takes one latitude, longitude and accuracy reading when a person clocks on and one when they clock off, and records whether that reading fell within tolerance of the job's location. There is no background tracking, no trail between those two moments, and no reading at any other time. A reading outside tolerance is flagged for you and never refuses the clock event, so nobody is prevented from starting work. Location readings are not sent to any AI model, are not included in anything you export or send to a head contractor, and do not leave your Account. The Privacy Policy describes this at clause 2.4, and clause 4 of that policy sets out how long a reading is kept.

The notice is yours to give, and the Service will not let you skip it. Before any location reading is taken, the Service requires that a written surveillance notice has been issued in your Account and delivered to that worker on their own device, and that the statutory notice period has run for that worker counted from that delivery. We provide the notice workflow, we record the delivery, and we enforce the period. We do not and cannot give the notice on your behalf, and there is no override in the Service for any of it — not for us, not for our support, and not for you. Covert surveillance of an employee without a magistrate's authority is an offence, and the Service is built so that it cannot help you commit one by accident. It cannot stop you committing one deliberately by other means.

What the Service does not decide for you. Whether your particular use of this feature is tracking surveillance under section 12 of that Act, whether any notice you issue says everything your state requires it to say, whether a place a worker clocks on from is one where surveillance is prohibited, and what your obligations are outside New South Wales, are all questions for you and your own adviser. Clause 14.5 applies. The notice text the Service offers is a starting point drafted for a common case; it is not legal advice and it has not been settled for your circumstances.

Your warranty and your responsibility. You warrant that, before switching location capture on and for as long as it stays on, you have given every affected worker the notice their state law requires, in the form and within the time it requires, and that you have any other consent or authorisation that law requires of you. You are responsible for your decision to switch the feature on, for keeping it on, and for what you do with what it records. Clause 16.2 applies to a claim brought against us by a worker or a regulator arising from your use of this feature.

You can switch it off, and you can delete what it recorded. Switching capture off, revoking a notice, shortening the retention window and purging coordinates already recorded are available to you at any time and are never gated behind anything, because a control that only ever reduces surveillance should not be switchable off along with the feature.

#3. Eligibility and Accounts

#3.1 Eligibility

You must be at least 18 years old and able to form a legally binding contract. The Service is intended for business and professional use, not personal or household use.

#3.2 Accurate information

You must provide accurate, current, and complete information when creating your Account and keep it updated.

#3.3 Security of credentials

You must keep your credentials confidential, use multi-factor authentication where offered, and notify us immediately at admin@yourca.ai if you suspect unauthorised access. Subject to clause 14.4, we are not liable for losses arising from your failure to safeguard credentials.

#4. Acceptable Use

You must not, and must ensure your Authorised Users do not:

(a) use the Service in breach of any law, regulation, or third-party right; (b) upload, transmit, or store any content that is unlawful, defamatory, obscene, infringing, harassing, or that contains malware, spyware, viruses, or other harmful code; (c) reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service, except to the extent expressly permitted by law and not capable of contractual exclusion; (d) circumvent or attempt to circumvent any access controls, rate limits, security measures, or usage limits; (e) probe, scan, or test the vulnerability of the Service or any related system, except under a written authorisation from us; (f) use the Service to develop, train, evaluate, or benchmark a competing product or service, or to extract its underlying models, weights, prompts, or training data; (g) resell, sublicense, time-share, white-label, or otherwise make the Service available to third parties other than Authorised Users, except as expressly permitted in writing; (h) remove, obscure, or alter any proprietary notices or watermarks; (i) use automated means (bots, scrapers, crawlers, AI agents) to access the Service except through documented APIs and within published rate limits; (j) use the Service to send unsolicited commercial electronic messages in breach of the Spam Act 2003 (Cth) or analogous laws; (k) upload Personal Information of a third party unless you have a lawful basis and have given that person any notice required under Privacy Laws; (l) use AI features to generate content that is unlawful, defamatory, that infringes third-party rights, that depicts child sexual abuse material, or that facilitates harm to persons or property; (m) input prompts or content designed to circumvent the Service's safety, content moderation, or access controls (prompt injection, jailbreaks, or similar techniques); (n) misrepresent AI-generated output as having been produced or verified by us; or (o) use the Service in a manner that could damage, disable, overburden, or impair it or interfere with any other user's enjoyment.

We may investigate suspected breaches and suspend or terminate access without notice where we reasonably believe a breach is occurring.

#5. Customer Data

#5.1 Ownership

As between the parties, you retain all rights, title, and interest in Customer Data. We acquire no rights in Customer Data except as expressly set out in these Terms.

#5.2 Licence to YourCA

You grant us a non-exclusive, worldwide, royalty-free licence to host, copy, transmit, display, process, and create derivative works of Customer Data solely to:

(a) provide, secure, and maintain the Service; (b) prevent or address technical or security issues; (c) comply with legal obligations; (d) develop and improve the Service in a manner that does not identify you or your Authorised Users (including via aggregated, de-identified analytics); and (e) enforce these Terms.

#5.3 Responsibility for Customer Data

You are solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of Customer Data and for obtaining all necessary rights and consents to provide Customer Data to us.

#5.4 AI features

Where the Service uses machine learning or generative AI to process Customer Data (for example, for summarisation, search, or content generation), you acknowledge that outputs may be inaccurate or incomplete and must be reviewed before relying on them. The Service does not provide legal, financial, or other professional advice, and no output is advice of that kind: see clause 14.5.

We undertake to you that we do not use Customer Data to train, retrain, fine-tune, or benchmark any machine learning or AI model, including tenant-scoped models. This is a contractual undertaking by us, supported by the terms on which we engage our AI Sub-processor, rather than a technical control you can verify from outside. The Service works by retrieval at the time of each request: it indexes your sources and cites the relevant passages back to you, and we do not add your data to a training corpus.

Where the Service offers a connection to a third-party source governed by that platform's own terms (in particular Procore, and Google restricted scopes covering Gmail and Google Drive), and you connect it, Customer Data sourced from that connection is categorically excluded from any model training, improvement, or fine-tuning of any kind. We undertake that, for as long as the Service offers a connection to a source, we will comply with that platform's developer, API, and marketplace terms in respect of data obtained through it, including Procore's restriction on using Procore data to train AI or machine-learning models. That undertaking attaches to a connection when it is offered; it is not a statement that we hold, or that you have, any particular connection today.

YourCA is a cross-source intelligence layer that complements the tools you already run. We do not use data from a source you have connected to reverse-engineer, clone, or build a competing replica of that source's own features.

#5.5 Backup and export

You are responsible for maintaining your own backups of Customer Data. We provide self-service export tools while your Account is active, in the formats the Service supports for the item being exported. The whole-account export is a zip archive of JSON files. A register or other individual item is exported as a spreadsheet, in XLSX or CSV. The export tools do not return the files you uploaded: for those, keep your own copy of what you send us, or download the document again from the Service before your access ends. We retain Customer Data for 30 days after termination to allow export, after which we may permanently delete it (see clause 13).

#5.6 Deletion on request

At any time, the Customer may request deletion of specific items of Customer Data or, on termination, complete deletion of all Customer Data from production systems. Except for a contract you delete in the Service, which is removed from production together with its extracted text, structure and review history, deletion is performed by us manually in response to a request. It is not carried out by an automated process, there is no self-service control that deletes an Account and everything in it, and deleting your own user profile in the Service does not delete the Account's Customer Data. Deleted data also ages out of our hosting providers' backup and point-in-time-recovery windows in the ordinary course. We will, on written request, use reasonable efforts to provide a written certification of deletion from production systems within 30 days of completion. That certification is a statement of what we have done, made honestly and on reasonable enquiry. It is not a warranty or guarantee of any state of affairs, and our liability in connection with it is subject to clause 15.2.

#5.7 Customer warranty for Customer Data

The Customer warrants that it has all rights, consents, and lawful bases necessary to upload Customer Data to the Service and authorise the processing described in these Terms and the Privacy Policy.

#6. Intellectual Property

#6.1 YourCA IP

The Service, the Documentation, all software, designs, models, templates, trade marks, logos, and related materials are owned by us or our licensors. Nothing in these Terms transfers any Intellectual Property Rights to you other than the limited licence in clause 2.1.

#6.2 Feedback

If you provide suggestions, comments, ideas, or feedback ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free, sublicensable licence to use the Feedback without restriction, including to incorporate it into the Service. We are not required to credit or compensate you.

#6.3 Trade marks

"YourCA" and our logos are our trade marks. You may not use them without our prior written consent except to factually describe your use of the Service.

#6.4 AI output

As between the parties, the Customer owns the output the Service generates from the Customer's prompts and inputs ("AI Output"), to the extent that ownership is capable of subsisting under applicable law. The Customer acknowledges:

(a) AI Output may not be unique; similar or identical output may be generated for other customers from similar inputs, and we make no claim of exclusivity over patterns, ideas, or non-original elements; (b) AI Output may be inaccurate, incomplete, biased, or infringing; the Customer must review and validate AI Output before relying on it or making it available to third parties, and no AI Output is legal, financial, or other professional advice (see clause 14.5); and (c) the Customer is responsible for ensuring its use of AI Output complies with applicable law, including copyright, defamation, consumer protection, and professional regulation.

We make no representation or warranty regarding the existence, scope, or enforceability of any Intellectual Property Rights in AI Output.

#7. Fees and Payment

#7.1 Fees

You will pay all Fees set out in the applicable Order or shown at the point of purchase. Fees are in Australian Dollars. Prices we publish and show are exclusive of GST. Australian GST is added on top at checkout and is shown before you pay. Other taxes are payable by you in addition, in accordance with clause 7.7.

#7.2 Billing

YourCA is charged for in two ways, and both may apply to the same Account.

(a) One-off purchases and prepaid credits. You buy a specific piece of work or a balance of credits and are charged at the time of purchase. These include an individual contract review at the price shown at checkout for the review package you select, an in-place upgrade from a lower review package to a higher one (charged as the difference between the two prices shown), a prepaid pack of contract reviews, and prepaid chat credits. A prepaid credit is drawn down as you use the Service and does not expire on a fixed date unless the Order says so.

(b) Subscriptions under an Order. Where your Order includes a subscription, subscription Fees are billed in advance on the cycle stated in the Order, at the price stated in the Order or shown at the point of purchase, and any usage above the allowance included in that subscription is charged at the rate stated in the Order or shown at the point of purchase.

Prices we publish, including on our home page, are a price list. You are charged only for what you actually buy through checkout or agree in an Order. Payment is processed by our payment processor; we do not receive or store your full card details. You authorise charges on the payment method on file for any subscription and its renewals.

#7.3 Auto-renewal and cancellation

Where your Order includes a subscription, it automatically renews at the then-current rate for the same term unless cancelled. You may cancel at any time using the in-product billing controls or our payment processor's billing portal, or by written notice. Only an Account owner or administrator can cancel.

Cancellation takes effect at the end of the paid period you are already in. We do not cut short a period you have paid for, and we do not refund or pro-rate the remainder of that period. You keep access until the period ends, and the subscription then lapses. An upgrade that adds capacity mid-cycle is charged pro rata from the day it takes effect. Downgrades and cancellations are not pro-rated. This clause does not limit clauses 2.3, 9.3, 16.1, or 20.1, each of which provides for a refund of prepaid, unused Fees in the specific circumstances it describes.

#7.4 Price changes

We may change Fees for renewals on at least 30 days' written notice. Changes do not apply to the current Subscription Term.

#7.5 Late payment

If a payment is more than 14 days overdue, we may suspend the Service after written notice. We may charge interest on overdue amounts at the rate of 2% per annum above the Reserve Bank of Australia cash rate, calculated daily.

#7.6 Refunds

Except where the Australian Consumer Law or another law gives you a remedy that cannot be excluded (see clause 14.4), Fees are non-refundable and there is no cooling-off period. We do not provide refunds for downgrades, for unused portions of a paid period, for unused prepaid credits, or for termination by you for convenience, and a completed one-off purchase is not refundable. This is subject to clauses 2.3, 9.3, 16.1, and 20.1, each of which does provide for a refund of prepaid, unused Fees in the specific circumstances it describes, and to the settlement of a failed contract review set out below. There is no self-serve refund and no general refund-on-request arrangement.

Where a paid contract review fails. If you have paid for a contract review and we cannot produce the result, we settle that review in one of the following ways, according to how it was paid for and whether the failure can be retried. We tell you in the Service which one applies to your review, and we also email you where the review itself failed. Where only an in-place upgrade failed and the review you already have stands, we tell you in the Service and do not send an email.

Outcome	What happens to your payment
Refunded	Every amount actually charged for that review is refunded to the original payment method.
Credit returned	The review was paid for with a prepaid review credit rather than a payment. The credit is returned to your balance and no payment is refunded, because none was taken for it.
Free re-run	The failure can be retried. Your payment is held and you may run the review again at no extra cost. Nothing is refunded, because the work is still owed to you.
Refund did not complete	An amount was charged and the automatic refund did not complete. Contact us at admin@yourca.ai and we will settle it manually.
Nothing charged	No amount was ever charged for that review, for example because a promotional code reduced the price to zero. There is nothing to refund.

Where an in-place upgrade fails. An in-place upgrade from a lower package to a higher one is settled separately from the review it was applied to, and reaches only three of the outcomes above: refunded, refund did not complete, or nothing charged. The upgrade is always a payment rather than a prepaid credit and is never held for a free re-run, so "credit returned" and "free re-run" cannot apply to it. Where the upgrade fails but the lower-package review you already have stands, that lower-package review is unaffected and only the upgrade amount is settled.

Except for the settlement described above, refunds are made only where we choose to make one, where the same purchase has been charged twice (in which case we refund the duplicate charge), or where the law requires one. Any refund we owe you is made to the original payment method.

Nothing in this clause limits your rights under the Australian Consumer Law (see clause 14.4).

#7.7 Taxes

You are responsible for all sales, use, GST, VAT, withholding, and similar taxes other than taxes on our net income. If withholding is required, you will gross up payments so that we receive the same amount we would have received without the withholding.

#7.8 Disputed invoices

You must notify us of a disputed invoice within 60 days of receipt. Absent manifest error, amounts not disputed within that period are deemed accepted. A manifest error may be raised at any time, and correcting one is not a refund for the purposes of clause 7.6.

#8. Pilots and Evaluations

We do not offer a general free trial. We may issue a promotional code or make a Module or capability available at no charge, including a code that reduces a Fee to zero. Where that happens, the Service is still provided under these Terms, and clause 15 applies to it, including the A$1,000 minimum in clause 15.2, so a Fee reduced to zero does not reduce our cap to zero.

We may agree in writing to a paid or unpaid pilot, proof-of-concept, or evaluation for a defined scope and period (each, a Pilot). Unless the Pilot agreement says otherwise:

(a) Pilots are provided "as is" without warranty, with no service level commitment; (b) the limitations of liability in clause 15 apply, and our aggregate liability for the Pilot is capped at the greater of A$1,000 and the total Fees actually paid by the Customer in connection with the Pilot. For an unpaid Pilot the cap is A$1,000, not nil. That floor is the same minimum as the one in clause 15.2, it is a small amount, and it is not a meaningful remedy for a large loss. This is subject to clause 14.4, which is not affected by this paragraph; (c) Customer Data uploaded during the Pilot remains subject to clause 5 and the Privacy Policy; (d) we may suspend or terminate a Pilot at any time on written notice; and (e) on Pilot expiry, the Customer must either enter a paid Subscription or cease use, and we may delete Customer Data 30 days after expiry unless a paid Subscription has commenced.

#9. Third-Party Services, Integrations, and Sub-processors

#9.1 Customer-authorised integrations

The Service offers, as a capability, connections to third-party services (for example, identity providers, storage, communications, accounting, and construction tools). Which connections are actually offered to your Account at any time is determined as described in clause 2.1, and we may add, change, or withdraw a connection at any time under clause 2.3. Nothing in this clause is a statement that a particular connection is available to you now.

Where you connect a source, and for as long as it stays connected, you authorise us to exchange data with that service as scoped by the OAuth permissions or credentials you grant. You may revoke that authorisation at any time, in the Service or in the third-party service itself, and we will stop exchanging data with it.

A connection is not read-only. Depending on the permissions you grant, the Service can create, change, send, share, or delete records in a connected service, for example sending or drafting an email, creating or updating a file or folder, or creating or updating a record in an accounting or construction system. You should assume that a connection you authorise for a write-capable feature can change data in that system. Where you have a connection, an action that writes back to that service runs when you run it. The Service also has an automatic chasing capability. Where the Service offers that capability and you switch it on for a supplier in the procurement module, it may send a chase email from your connected mailbox without further action from you; where it is offered, the setting is off unless you switch it on for that supplier, the Service will not chase a supplier you have not already emailed yourself, and it sends at most one chase to a supplier in a day. That capability is not enabled in the Service today, and while it is not enabled the Service sends nothing from your mailbox on its own initiative. Apart from that capability, we do not run a write action on a connected service on our own initiative. You are responsible for what those actions do in your own systems and for having the rights to perform them, and clause 15 applies to their consequences. Your use of those services is governed by their own terms and privacy policies. We are not responsible for third-party services or their availability. If a third-party service changes, we may change or remove the connection, and subject to clause 14.4 we are not liable for doing so. We undertake that, for as long as the Service offers a connection to a source, we will comply with that platform's developer, API, and marketplace terms in respect of data obtained through it, including any restriction on using that platform's data to train AI or machine-learning models (for example, Procore's), and we exclude such data from all model training (see clause 5.4).

#9.2 Sub-processors

We engage Sub-processors to assist in providing the Service. The current list of Sub-processors, with the processing location of each, is Annex 3 of the DPA and clause 6.1 of the Privacy Policy, and a copy is provided on request. We will:

(a) engage each Sub-processor under terms (including that Sub-processor's own data processing terms) that impose obligations in respect of Customer Data, and not knowingly engage a Sub-processor whose terms are materially less protective than these Terms; (b) remain liable for the acts and omissions of Sub-processors as if they were our own; and (c) give the Customer at least 30 days' written notice (which may be via in-product notification or the Sub-processor list page) before engaging a new Sub-processor that materially affects the processing of Customer Data.

#9.3 Objection to new Sub-processors

The Customer may object to a new Sub-processor on reasonable data-protection grounds within 15 days of notification. The parties will discuss the objection in good faith. If we cannot reasonably accommodate the objection, the Customer may terminate the affected Subscription and we will refund the prepaid Fees attributable to the period after termination. That refund is calculated and paid by us manually to the original payment method.

The Customer should understand the practical limit of this right. Each of our Sub-processors is load-bearing: there is no second model provider, no second database, no second object store, and no second payment processor. An objection to any of them cannot be accommodated by substitution, so in practice the outcome of a sustained objection is termination under this clause rather than a change of provider.

#10. Confidentiality

Each party will:

(a) use the other's Confidential Information only to perform its obligations or exercise its rights under these Terms; (b) protect it using at least the same standard of care it uses for its own Confidential Information and no less than reasonable care; and (c) not disclose it to third parties except to its personnel and advisors who need to know it and who are bound by confidentiality obligations no less protective than these.

The obligations do not apply to information that is (i) publicly available without breach, (ii) already known without confidentiality obligation, (iii) independently developed without use of the other's Confidential Information, or (iv) required to be disclosed by law, a court, or a regulator (in which case the receiving party will, where lawful, give prompt notice and reasonable cooperation to allow the disclosing party to seek a protective order).

Confidentiality obligations survive termination for 5 years, except for trade secrets and Customer Data, which survive for so long as the information remains a trade secret or Customer Data, respectively. Nothing in this clause grants a "residuals" licence: the receiving party must not use Confidential Information retained in unaided memory to compete with the disclosing party.

#11. Security

#11.1 Our security measures

We implement and maintain administrative and technical measures designed to protect Customer Data. Those measures currently include:

(a) encryption in transit over public networks (TLS 1.2 or higher), and encryption at rest as provided by our hosting and infrastructure Sub-processors; (b) encryption of third-party integration credentials and access tokens (AES-256-GCM) before they are stored; (c) role-based access controls within the Service, with tenant isolation enforced at the application and data layers; (d) optional multi-factor authentication on Customer accounts; (e) request rate limiting, security response headers, and server-side validation of request input; (f) audit logging of administrative activity within the Service; and (g) automated typecheck, test, and build checks on every change proposed for, or merged into, the main branch of our codebase before it is released.

What we do not claim. YourCA is operated by a sole trader. We hold no independent security certification or attestation (for example, SOC 2 or ISO 27001), we have not commissioned third-party penetration testing, and we do not maintain a security team, a security operations centre, or continuous human monitoring. We also hold no professional indemnity insurance, no cyber liability insurance, and no other insurance that would respond to a claim by you, and there is no company between a claim and the individual who operates the business. Clause 15.2 caps what you can recover from us at the greater of A$1,000 and the Fees you have actually paid, and there is no insurer behind that cap. We make no representation to the contrary, and you should not rely on any such assumption in deciding to use the Service or in deciding what to put through it.

#11.2 Data residency

Customer Data at rest, including uploaded content, the database, and the search index, is stored in Australia (Sydney region) across our hosting and infrastructure Sub-processors listed in clause 2.6, unless we expressly agree otherwise in writing. Optical character recognition of uploaded documents, and the computation of the search index, are also performed in the Sydney region. As clause 2.6 explains, application hosting and the queue service are deployed to Sydney as a matter of configuration rather than under a control enforced in the application, and you should treat the region for those two as a configuration commitment rather than an enforced one.

Not all processing occurs in Australia. Two categories leave:

(a) AI text processing is performed in the United States. Where the Service sends content to a model to answer a question, extract information, or produce a review or draft, that request is processed by our AI Sub-processor (Anthropic) in the United States, under terms that prohibit training on Customer Data and provide only limited retention. This applies to every AI feature of the Service.

(b) Product telemetry is processed in the European Union. We use a product analytics Sub-processor hosted in the European Union. Telemetry sent from our servers is stripped of personal information before it is sent. Both the server path and the browser path refuse a United States host for that provider, and a host we cannot read is refused as well: where the host is refused, that telemetry is disabled rather than sent offshore, and where no host is configured for the browser, your browser sends no telemetry at all. Telemetry sent from your browser is not put through our scrub and carries the network address it comes from, which reaches the European host. The refusal prevents that provider's United States cloud specifically; it is not proof that any particular host we configure is located in Australia or the European Union.

Moving AI text processing in-region is something we have considered and have not committed to. That work has not started, no date is set for it, and you should plan on AI text processing remaining in the United States.

Our payment processor and our transactional email provider are not region-restricted. Where you connect a source under clause 9.1, the data in that service sits wherever your own account with that service sits. Cross-border disclosures are handled as described in the Privacy Policy and DPA.

#11.3 Security incidents

We will notify the Customer's primary contact without undue delay if we become aware of a confirmed security incident affecting their Customer Data and, where required, comply with the Privacy Act 1988 (Cth) Notifiable Data Breaches scheme.

#11.4 Customer responsibilities

You are responsible for: configuring your Account securely, enabling available security features (such as multi-factor authentication), managing user access, and promptly disabling former users.

#11.5 Audit and assurance

We will, on reasonable written request and no more than once per 12-month period (unless required by a regulator or following a material security incident affecting the Customer's data), provide the Customer with:

(a) a summary of our current security measures as described in clause 11.1; and (b) reasonable responses to a security questionnaire, to the extent the information requested is available to us.

We do not hold any independent security certification, attestation, or penetration test report, so none can be provided (see clause 11.1). We do not operate our own data centres and physical audits of our facilities are not available; the data-centre controls of our infrastructure Sub-processors are addressed by those providers' own compliance programs and third-party attestations.

#12. Service Levels and Support

#12.1 Availability

We do not commit to any uptime percentage and we do not offer service credits. We use reasonable efforts to keep the production Service available and to restore it promptly after an outage. Where an Order expressly includes a Service Level Agreement, that SLA applies to the extent stated in the Order and prevails over this clause.

#12.2 Support

Email support is available to paid Customers at admin@yourca.ai. We aim to respond during Australian business hours (AEST/AEDT, Monday to Friday excluding NSW public holidays). We do not commit to a guaranteed response time.

#12.3 Maintenance

We will use reasonable efforts to schedule planned maintenance outside Australian business hours and to notify in advance.

#13. Term, Suspension, and Termination

#13.1 Term

These Terms apply from the date you first accept them until terminated under this clause. Each Subscription Term continues for the period stated in the Order and renews per clause 7.3.

#13.2 Termination for convenience

You may cancel your Subscription at any time through in-product controls, our payment processor's billing portal, or by written notice, as described in clause 7.3. Cancellation takes effect at the end of the current paid period; no refunds are payable except as required by law and as provided in clause 7.6.

#13.3 Termination for cause

Either party may terminate immediately by written notice if the other:

(a) commits a material breach not remedied within 14 days of written notice (or that is not capable of remedy); (b) becomes insolvent, has a controller, administrator, or liquidator appointed, enters a scheme of arrangement, or otherwise has any analogous event occur; or (c) ceases to carry on business.

We may also terminate immediately if you fail to pay Fees that remain overdue more than 30 days after notice.

#13.4 Suspension

We may suspend access (in whole or in part) immediately if:

(a) we reasonably suspect a breach of clause 4 (Acceptable Use); (b) required by law or by a regulator; (c) necessary to prevent material harm to us, the Service, or other customers; or (d) Fees are overdue per clause 7.5.

We will lift suspension when the cause is resolved.

#13.5 Effect of termination

On termination:

(a) all access rights cease; (b) you must pay all outstanding Fees up to the termination date; (c) you may export Customer Data for 30 days after termination using self-service tools (or, for Enterprise plans, with our reasonable assistance); (d) after 30 days, we may permanently delete Customer Data, subject to retention required by law or our legitimate need to retain backups for a limited period. That deletion is carried out by us manually, as clause 5.6 explains, and is not triggered automatically by termination; and (e) clauses that by their nature should survive (including 1, 4, 5.1, 5.4, 5.5, 5.6, 6, 7 (for unpaid amounts), 10, 14, 15, 16, 17, 18, 19, 20) will survive. Clauses 5.1 and 5.4 are included expressly: your ownership of Customer Data, and our undertaking never to train on it, continue to apply to Customer Data we still hold after termination.

#14. Warranties

#14.1 Mutual warranties

Each party warrants that it has full authority to enter into these Terms and that doing so does not breach any other agreement or law.

#14.2 YourCA warranties

Subject to clause 14.4, and to the maximum extent permitted by law, the following are the only warranties we give in respect of the Service. We undertake that:

(a) we will use reasonable care and skill in providing the Service; and (b) we will not knowingly introduce malicious code into the Service.

We give no warranty that the Service will conform to the Documentation, that it will be available for any period or proportion of time, that any output will be accurate or complete, or that any defect will be corrected or any request answered within any period. The Documentation describes how the Service is intended to work; it is not a specification we warrant the Service meets. Our liability for breach of this clause 14.2 is subject to clauses 15.1 and 15.2.

#14.3 Disclaimers

To the maximum extent permitted by law, and subject to clause 14.4, the Service is provided "as is" and "as available". We disclaim all other warranties, conditions, and representations, whether express, implied, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, accuracy, completeness, non-infringement, and uninterrupted or error-free operation.

The disclaimers in this clause are in addition to, and are not limited by, clause 14.5 (no legal, financial, or other professional advice).

#14.4 Australian Consumer Law

Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy under the Competition and Consumer Act 2010 (Cth) (including the Australian Consumer Law) or any other applicable law that cannot lawfully be excluded, restricted, or modified (Non-Excludable Rights). Any provision that purports to exclude or limit a Non-Excludable Right is read down to the minimum extent necessary to be lawful.

You are probably a consumer, even though you are a business. Under section 3 of the Australian Consumer Law a person acquiring services is a "consumer" where the amount paid does not exceed A$100,000, whether or not the services are acquired for business purposes. At our prices most of our customers are consumers on that test, and the consumer guarantees, including the guarantee that services are rendered with due care and skill and are fit for a disclosed purpose, apply to them. We do not attempt to exclude, restrict, or modify those guarantees anywhere in these Terms, and any words elsewhere in these Terms that appear to do so do not have that effect.

The limitation we do rely on, and its limits. Section 64A of the Australian Consumer Law permits a supplier of services that are not of a kind ordinarily acquired for personal, domestic, or household use or consumption to limit its liability for breach of a consumer guarantee. That test is an objective one about the kind of services in question, not about what we intend or about what any eligibility clause of these Terms says. The Service is enterprise software for administering construction subcontracts, and services of that kind are not ordinarily acquired for personal, domestic, or household use or consumption. Accordingly, where our liability for breach of a non-excludable consumer guarantee for services can lawfully be limited, our liability is limited at our option to:

(a) supplying the Service again; or (b) paying the cost of having the Service supplied again.

We rely on that limitation to the fullest extent section 64A allows, and you should read it as the practical floor of what you can recover from us for a breach of a consumer guarantee. We also state plainly what section 64A does not give us: a court may decide it is not fair and reasonable for us to rely on the limitation in the circumstances of a particular claim, in which case the limitation does not apply and our liability for that breach is determined without it. We cannot tell you in advance how a court would decide that.

This clause does not apply to services that are of a kind ordinarily acquired for personal, domestic, or household use or consumption. Nothing in these Terms purports to exclude or limit any liability for fraud, for fraudulent misrepresentation, or for death or personal injury, or any other liability that cannot lawfully be excluded or limited.

#14.5 No legal, financial, or other professional advice

We are not a law firm, we do not provide legal services, and we do not give advice. Subject to clause 14.4, and in addition to clauses 5.4, 6.4, and 14.3:

(a) No advice of any kind. The Service does not provide legal, financial, accounting, tax, insurance, engineering, or other professional advice, and nothing in the Service, the Documentation, or any AI Output is, or may be treated as, advice of that kind. Accessing or using the Service does not create a lawyer-client, adviser-client, fiduciary, or other professional relationship between the Customer and us, and no professional duty of care arises.

(b) First-pass commercial indication only. AI Output, including any risk register, departures or amendments schedule, notice or deadline list, statutory reference, suggested pushback or negotiation position, draft letter or email, signing checklist, and any brief addressed to the Customer's own solicitor, is an automated, first-pass indication of commercial risk generated from the documents and inputs the Customer supplies. It is not a legal opinion, a certification, or a substitute for reading the contract. The Customer must independently verify every clause reference, quotation, interpretation, figure, and recommendation against the actual contract documents.

(c) Independent advice before acting. The Customer must obtain its own independent professional advice, including legal advice from an Australian legal practitioner, before signing, executing, relying on, negotiating, waiving, or otherwise acting on any contract term or any AI Output. The Customer remains solely responsible for its own commercial, contractual, and statutory decisions and for the consequences of those decisions.

(d) Statutory references, deadlines, and time bars are indicative only. Where AI Output refers to legislation (including security of payment legislation), section numbers, notice requirements, methods or dates of service, business-day calculations, deadlines, or time bars, those references are indicative only, are generated automatically, may be incorrect, incomplete, or out of date, and do not take account of the Customer's particular facts or jurisdiction. The Customer must confirm each of them against the current legislation, the contract, and its own professional advice before relying on it. The Customer bears the risk of any missed or miscalculated deadline, notice, or time bar, and to the maximum extent permitted by law we are not liable for it.

(e) No assurance of completeness. The Service may not identify every risk, departure, deadline, or unusual term in a contract. The absence of a flag, marker, or recommendation is not an indication that a term is acceptable, standard, or safe to sign. Where AI Output marks an item as one on which legal advice should be obtained, that marker is a prompt and not a limit: other items may equally require advice.

(f) The Customer's communications and documents are its own. Anything the Customer sends to a third party using or derived from AI Output, including a pushback or negotiation letter, a notice, a response email, or an attachment, is sent as the Customer's own communication, in its own name, on its own judgement, and at its own risk. The same applies to every statutory or contractual document described in clause 2.7: the Service drafts it and the Customer signs and serves it, so it is the Customer's document and the Customer's service of it. We are not a party to it, we do not review or approve it, we do not send it, and we make no representation that it is accurate, legally effective, validly made, validly served, or served in time.

(g) Acknowledgement at purchase. Where the Service asks the Customer, before a purchase or before a run, to acknowledge that a review is a first-pass commercial risk flag that does not replace professional legal advice, that the Customer must obtain qualified legal advice on flagged items and verify the output itself, and that, except where the Australian Consumer Law or another law gives the Customer a remedy that cannot be excluded, we accept no liability for the output, that acknowledgement forms part of these Terms and is not excluded or limited by clause 20.8. This clause 14.5 applies in addition to, and is not limited by, that acknowledgement; to the extent of any inconsistency, this clause 14.5 prevails.

Nothing in this clause 14.5 excludes, restricts, or modifies any Non-Excludable Right, and clause 14.4 applies to it.

#15. Limitation of Liability

In plain English. This clause decides how much we can be made to pay if something goes wrong, and it is the most important clause in these Terms for you. We have set our exposure as low as the law allows, and this summary tells you so honestly rather than hiding it. In short: we do not pay for indirect or consequential loss such as lost profit (15.1); what we can be made to pay in total, for everything added together, is capped at the greater of A$1,000 and the Fees you actually paid us in the 12 months before the problem arose (15.2); three of our liabilities sit outside that cap, being a wilful breach of confidence by us, an infringement by us of your intellectual property, and anything the law does not let us limit at all, such as fraud or personal injury (15.3); and you must start any claim within 12 months (15.5). The carve-outs run both ways: the same items are outside the cap on your side, and your indemnity to us carries its own stated cap in clause 16.2. There is a minimum of A$1,000, and the cap is never nil. If you have paid us nothing, because you are on a free pilot or a code that reduced every Fee to zero, the cap is A$1,000 rather than zero. A$1,000 is a small amount and we do not pretend it is a real remedy for a large loss: it is there so that the limit is never nothing. If a single A$249 contract review is all you paid us in those 12 months, the most you can recover from us is A$1,000, because the minimum is higher than what you paid, and no matter how large your own loss is that is the ceiling. If you hold a subscription, the cap is what you actually paid in those 12 months, not the annual value of the plan, and it is not reset by renewing. Every payment we could owe you under these Terms draws on that one amount, including any refund of prepaid or unused Fees we are required to make and anything we pay in connection with an intellectual property claim. A refund we make voluntarily, or to correct a charge taken twice, is a return of your own payment rather than a liability, and does not draw on the cap. We hold no professional indemnity insurance (clause 11.1), and there is no company behind YourCA: it is one person. That is why the Fees are what they are, and it is why you should decide before you buy whether a remedy of this size is enough for the work you intend to put through the Service. Your non-excludable rights under the Australian Consumer Law are unaffected, whatever this clause says, and for a breach of a consumer guarantee the practical floor is supplying the Service again or paying the cost of having it supplied again (14.4). This summary is a reading aid only; the clauses below govern.

#15.1 Indirect loss excluded

Subject to clause 14.4, to the maximum extent permitted by law, neither party is liable to the other for any indirect, consequential, special, incidental, exemplary, or punitive damages, or for any loss of profits, revenue, business, goodwill, anticipated savings, data, or business opportunity, however arising, whether in contract, tort (including negligence), under statute, or otherwise, even if the party has been advised of the possibility of such damages.

#15.2 Liability cap

Subject to clauses 14.4 and 15.3, each party's total aggregate liability arising out of or in connection with these Terms (whether in contract, tort, under statute, or otherwise) in any 12-month period is limited to the greater of A$1,000 and the total Fees actually paid by the Customer to us in the 12 months immediately preceding the first event giving rise to the liability.

For the avoidance of doubt, and however the Customer buys the Service:

(a) the Fees component of the cap is measured on Fees actually paid, whether paid as one-off purchases, as prepaid credits, as subscription Fees, or as a combination of them. Fees invoiced but not paid, Fees for a future period, and the annualised or notional value of a subscription are not counted. Where the Fees actually paid in the relevant 12 months are less than A$1,000, or are nil, the cap is A$1,000;

(b) the cap is a single aggregate cap across all claims in the relevant 12-month period. It is not renewed by a subscription renewal, and each additional claim in that period draws on the same amount rather than creating a new one; and

(c) every payment obligation we owe the Customer under these Terms draws on this one cap, whatever it is called and however it arises. That includes damages, any amount payable in connection with clause 16.1, any reimbursement of the Customer's costs, and every refund of prepaid or unused Fees provided for by clauses 2.3, 7.6, 9.3, 16.1(d), and 20.1. It does not include an amount we refund voluntarily or to correct a duplicate charge, which is a return of the Customer's own payment rather than a liability.

There is a minimum. Where the Fees actually paid in the relevant 12 months are nil, including where a promotional code reduced every Fee to zero, or where those Fees are less than A$1,000, our aggregate liability under this clause is capped at A$1,000 rather than at nil or at the smaller figure. That floor is a small amount and we do not present it as a meaningful remedy for a large loss. It exists so that the cap is never nothing, and so that a customer who has paid us little is not left with a limit of zero. Above A$1,000 the measure is the Fees actually paid, and there is no other alternative measure. This clause is subject to clause 14.4, which is not affected by it.

#15.3 Uncapped items

The caps and exclusions in clauses 15.1 and 15.2 do not apply to:

(a) the Customer's payment obligations under clause 7 (which are the price of the Service rather than a liability, and are outside the cap for that reason); (b) the Customer's indemnity obligations under clause 16.2, but only up to the cap stated in clause 16.2 and no further; (c) either party's breach of clause 4 (Acceptable Use). Clause 4 states obligations of the Customer; for the purposes of this paragraph, we are treated as breaching clause 4 if we use the Service or Customer Data in a way that would breach clause 4 were we the Customer; (d) either party's infringement of the other party's Intellectual Property Rights; (e) either party's breach of clause 10 (Confidentiality), to the extent involving that party's wilful misconduct; or (f) liability that cannot lawfully be excluded or limited, including liability for fraud and for death or personal injury.

Every paragraph of this list applies to both parties on the same terms. What is not carved out on our side is our undertaking in clause 16.1, which is capped by clause 15.2 and counts towards it. We take that position because YourCA is one uninsured individual, and we would rather price the Service on a capped exposure and tell you than price it higher on an uncapped one. The Customer's own exposure is capped as well: clause 16.2 states the amount, and clauses 15.1 and 15.5 apply to the Customer and to us alike.

#15.4 Allocation of risk

Each party acknowledges that the Fees reflect the allocation of risk in this clause and that the limits and exclusions are essential to the basis of the bargain. We rely on these limits because YourCA is a sole trader who holds no professional indemnity insurance (clause 11.1) and has no company between a claim and the individual who operates the business, and because the Fees are set on the footing that our exposure is capped at what the Customer has actually paid, subject to the A$1,000 minimum in clause 15.2 that applies where the Customer has paid us nothing or has paid less than that amount. We disclose this before purchase, in the plain-English summary at the top of these Terms, in the summary at the head of this clause 15, and in the Data & AI statement, so that the Customer can decide whether that allocation is acceptable to it before it buys rather than after something goes wrong. Nothing in this clause limits clause 14.4.

#15.5 Limitation of actions

To the maximum extent permitted by law, neither party may commence any proceeding arising out of or in connection with these Terms more than 12 months after the cause of action first accrued. This does not apply to claims for payment of Fees or for breach of clause 6 or clause 10. It applies to a claim for breach of clause 4 (Acceptable Use) in the same way as to every other claim, and it applies to us and to the Customer alike.

#15.6 Mitigation

Each party must take reasonable steps to mitigate any loss it suffers.

#15.7 No double recovery

A party may not recover under more than one cause of action for the same loss.

#16. Indemnities

#16.1 By YourCA (limited and capped intellectual property undertaking)

This is not an indemnity, and the earlier uncapped indemnity has been removed. We give the narrower undertaking set out below, and everything we pay under it draws on the single capped amount in clause 15.2. We state the change openly: YourCA is an uninsured sole trader, an uncapped obligation to defend and pay for a third party's claim could exceed everything the business will ever earn, and we are not willing to give one at these prices. If you require an uncapped intellectual property indemnity, YourCA is not the right supplier for you.

Where a third party claims that the Service, in the form provided by us and used in accordance with these Terms, infringes that third party's Australian copyright or Australian registered trade mark, and the Customer notifies us promptly and in writing, we will at our own option and expense do one or more of the following:

(a) procure a right for the Customer to continue using the Service; (b) modify or replace the affected part of the Service so that it is non-infringing while substantially preserving functionality; (c) conduct or fund the defence of the claim, retaining sole control of it; or (d) terminate the affected Subscription or purchased use on written notice and refund the prepaid Fees attributable to the period after termination, calculated and paid by us manually to the original payment method.

Our choice between (a), (b), (c), and (d) is ours alone, and electing (d) discharges this clause in full. Our total liability under this clause, including the cost of any defence we conduct or fund, any damages awarded or agreed, any legal costs, and any refund, is subject to the cap in clause 15.2 and counts towards it, and clause 15.1 applies to it. We do not undertake to defend the Customer, to pay damages finally awarded, or to reimburse the Customer's own legal costs beyond that cap.

This clause does not apply, and we have no obligation at all, in respect of a claim arising from or relating to: (i) modifications not made by us; (ii) combination or use with any product, service, data, or system not provided by us, including any source you connect under clause 9.1; (iii) Customer Data, the Customer's prompts, or other inputs; (iv) AI Output, which is governed by clauses 6.4 and 14.5 and by the Customer's review and verification obligations; (v) use in breach of these Terms; (vi) the Customer's continued use of the affected part of the Service after we have notified them to stop or made a non-infringing alternative available; (vii) open-source or third-party components, which are governed by their own licence terms; (viii) any patent, registered design, unregistered trade mark, passing off, or right arising outside Australia; or (ix) any claim first notified to us more than 12 months after the Customer became aware of it.

#16.2 By the Customer

The Customer will indemnify us against all losses, damages, costs (including reasonable legal costs), and liabilities arising from:

(a) Customer Data, including any claim that Customer Data infringes a third party's rights or breaches law; (b) the Customer's breach of clause 4 (Acceptable Use); or (c) the Customer's breach of applicable privacy or data protection law.

This indemnity does not extend to any loss, damage, cost, or liability to the extent it is caused or contributed to by our own breach of these Terms, our negligence, or any other act or omission by us or our personnel or Sub-processors. The amount the Customer must indemnify us for is reduced proportionately to the extent of that contribution.

This indemnity is capped. The Customer's total aggregate liability under this clause 16.2, for all claims in any 12-month period taken together, is limited to the greater of A$10,000 and five times the total Fees actually paid by the Customer to us in the 12 months immediately preceding the first event giving rise to the liability. Clause 15.1 applies to this indemnity, except that an amount we are ordered by a court, or agree in a settlement, to pay a third party is recoverable under this clause whether or not it would otherwise be characterised as indirect or consequential loss. The only obligation of the Customer that is outside this cap is the Customer's obligation to pay Fees under clause 7, which is the price of the Service rather than a liability.

We state the reason for the figure rather than leave it unexplained. A cap of A$10,000 is set at roughly the cost of defending a modest third-party claim, so it is capable of covering the realistic case rather than being nominal, and the multiple of Fees lets it rise with the scale of the Customer's use of the Service. Our own liability to the Customer is capped lower, at the greater of A$1,000 and the Fees actually paid. We accept that asymmetry in our own favour is a matter the Customer is entitled to weigh, and we set it out here so it can be weighed before purchase.

#16.3 Claim procedure

The party seeking the benefit of clause 16.1 or 16.2 must: (i) promptly notify the other party of the claim; (ii) give that other party sole control of the defence and settlement (provided no settlement admits liability or imposes a non-monetary obligation on the party seeking the benefit without consent, not to be unreasonably withheld); and (iii) reasonably cooperate. A failure to comply with (i), (ii), or (iii) discharges the other party's obligation to the extent it is prejudiced by that failure.

Clause 16.1 states the Customer's sole and exclusive remedy for any third-party intellectual property infringement claim relating to the Service, and no other clause of these Terms gives the Customer a further or different remedy for such a claim. Clause 14.4 is not affected by this clause 16.

#17. Privacy and Order of Precedence

#17.1 Privacy

Our collection, use, disclosure, and storage of Personal Information is governed by our Privacy Policy, which is incorporated into these Terms by reference. Where we process Personal Information on the Customer's behalf, the parties will comply with the DPA. The DPA forms part of these Terms whether it is executed by the parties or accepted under its own terms, and the DPA provides that by accepting these Terms and using the Service the Customer is deemed to accept it without signature, except where a signed copy is required by applicable law. No signature is needed for the DPA to apply to a purchase made at checkout.

#17.2 Order of precedence

If there is any inconsistency between documents, the order of precedence is:

(a) the DPA, whether executed or accepted under its own terms (in respect of Personal Information processing only); (b) the Order; (c) these Terms; (d) the Privacy Policy; (e) the Documentation; and (f) any acknowledgement given by the Customer under clause 14.5(g).

A more specific provision prevails over a more general one. Pre-printed terms on a Customer purchase order or similar document are of no effect.

#18. Governing Law and Disputes

#18.1 Governing law

These Terms are governed by the laws of New South Wales, Australia, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

#18.2 Jurisdiction

Each party submits to the exclusive jurisdiction of the courts of New South Wales and the courts of appeal from them. This does not prevent either party from seeking urgent injunctive or equitable relief in any court of competent jurisdiction.

#18.3 Dispute resolution

Before commencing court proceedings (other than for urgent relief), the parties must:

(a) give written notice of the dispute setting out its nature; (b) have senior representatives meet within 14 days to negotiate in good faith; and (c) if unresolved within a further 14 days, refer the dispute to mediation administered by the Resolution Institute under its Mediation Rules.

Each party bears its own costs and pays half the mediator's costs.

#19. Notices

Notices to us must be sent to admin@yourca.ai or by post to Suite 302, 13/15 Wentworth Avenue, Sydney NSW 2000. Notices to you will be sent to the email address on your Account. Notices are deemed received: (a) on sending by email (if no bounce is received within 24 hours); or (b) on the second business day after posting within Australia.

#20. General

#20.1 Modifications

We may modify these Terms by giving at least 30 days' prior notice via in-product notification or email. Continued use of the Service after the effective date constitutes acceptance. If a modification materially reduces your rights, you may terminate by written notice before the effective date and receive a refund of the prepaid Fees attributable to the period after termination, calculated and paid by us manually to the original payment method.

#20.2 Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms to an Affiliate or to a successor in connection with a merger, acquisition, or sale of substantially all assets, on written notice.

#20.3 No waiver

Failure or delay in exercising a right is not a waiver. A waiver is effective only if in writing.

#20.4 Severability

If any provision is held unenforceable, it will be modified to the minimum extent necessary to be enforceable, and the remaining provisions will continue in full force.

#20.5 Force majeure

Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, riot, embargo, fire, flood, pandemic, government action, internet or telecommunications failures, or third-party cloud provider outages, provided the affected party uses reasonable efforts to mitigate.

#20.6 Relationship

The parties are independent contractors. Nothing creates a partnership, joint venture, agency, or employment relationship.

#20.7 Third-party rights

Except as provided in the DPA, no person who is not a party to these Terms has any right to enforce any of its provisions. The DPA confers rights on Data Subjects as third-party beneficiaries under the EU Standard Contractual Clauses and the UK IDTA, and this clause does not limit those rights.

#20.8 Entire agreement

These Terms (together with the Privacy Policy, any Order, any Data Processing Addendum, and any acknowledgement given by the Customer under clause 14.5(g)) constitute the entire agreement between the parties about its subject matter and supersede all prior agreements, representations, and understandings. For the avoidance of doubt, this clause does not exclude or limit any acknowledgement described in clause 14.5(g). Any pre-printed terms on a Customer purchase order or similar document are of no effect.

#20.9 Counterparts and electronic signature

These Terms may be executed in counterparts and by electronic signature, each of which is an original and together constitute one instrument.

#20.10 Export and sanctions

You represent that you (and any party for whom you act) are not subject to Australian, US, UN, EU, or UK sanctions, are not located in a sanctioned jurisdiction, and will not use the Service in breach of export control laws.

#20.11 Anti-bribery and modern slavery

Each party will comply with all applicable anti-bribery, anti-corruption, and modern slavery laws (including the Modern Slavery Act 2018 (Cth)).

#20.12 Publicity

We will not identify the Customer as a customer in any external marketing material (including our website, press releases, and case studies) without the Customer's prior written consent (email is sufficient). Once consent is given, the Customer may revoke it at any time on 30 days' written notice to admin@yourca.ai.

#20.13 Non-solicitation

During the Subscription Term and for 12 months after, neither party will, without the other's prior written consent, directly solicit for employment any of the other party's personnel with whom it has had material contact in connection with these Terms. General advertising and unsolicited applications by personnel are not a breach.

#20.14 Set-off

Either party may set off any amount owed to it by the other under these Terms against any amount it owes the other under these Terms. A party exercising set-off must give the other written notice identifying the amounts being set off before or at the time it does so.

#20.15 Interpretation

Headings are for convenience only. Singular includes plural and vice versa. "Including" and "such as" are not limiting. References to legislation include amendments and successors. A reference to A$ is to Australian Dollars.

#20.16 Costs

Each party bears its own costs of negotiating, preparing, and executing these Terms.

#Contact

Michael Dewick trading as YourCA ABN 84 390 063 197 Sydney NSW, Australia

Legal: admin@yourca.ai Security: admin@yourca.ai Support: admin@yourca.ai