Terms & Conditions

1. Definitions

“Client” means the organization or individual that engages us. “Statement of Work” ("SOW") means a written document executed by both parties describing scope, deliverables, timelines, and commercial terms. “Content” means text, images, video, data, prompts, and other materials provided or generated in connection with the Services.

2. Website & Services Use

• You may use the website and any publicly available materials for lawful purposes only.
• We may offer professional services, software, or hosted components. Specific terms (uptime, support, deliverables) will be set out in an SOW or order form where applicable.
• Trials, demos, and beta features are provided “as is” and may be changed or withdrawn at any time.

3. Projects & Statements of Work

• Each project will be governed by an SOW that references these Terms. Conflicts between an SOW and these Terms are resolved in favor of the SOW.
• Change requests will be managed via agreed change control. Additional work is billed at the rates set out in the SOW or our rate card.
• Unless otherwise stated in an SOW, deliverables are deemed accepted upon the earlier of (i) written acceptance, or (ii) 10 days after delivery without material, documented objections.

4. Acceptable Use

• No illegal, harmful, infringing, or deceptive activity (including spam, harassment, or attempts to circumvent safety or security controls).
• No use that violates privacy, IP, export, or anti‑corruption laws.
• No processing of special categories of personal data unless expressly authorized in an SOW and subject to agreed safeguards.
• You are responsible for your inputs, prompts, datasets, and for evaluating outputs before using them in production.

5. Outbound & Compliance

Where Services involve outreach or automated communications, you will ensure all activity complies with applicable laws (e.g., Australian Spam Act 2003, GDPR, CCPA as applicable), industry codes, and your internal policies, including consent and Do‑Not‑Contact lists. We provide governance tooling (e.g., consent gates, audit logs) but you control policy configurations and recipient data.

6. Third‑Party Services

Integrations (e.g., email providers, LLMs, hosting, data stores) are subject to third‑party terms. We are not responsible for third‑party services we do not control. You authorize us to use such services as reasonably necessary to provide the Services.

7. Privacy & Data Protection

• Our handling of personal information is described in our Privacy Policy (link in site footer). Data processing terms can be added to an SOW where required.
• We will implement reasonable technical and organizational measures commensurate with the Services and data sensitivity.
• You are responsible for providing accurate notices and obtaining necessary consents from your end users and contacts.

8. Intellectual Property

• We retain all rights in our pre‑existing materials, methods, and tools, including templates, libraries, and know‑how ("Background IP").
• Unless an SOW states otherwise, upon full payment you receive a non‑exclusive, worldwide, perpetual license to use project deliverables for your internal business purposes. Open‑source components remain under their respective licenses.
• Feedback you provide may be used to improve our Services without obligation to you.

9. Confidentiality

Each party will protect the other’s non‑public information with the same care it uses for its own confidential information, and not less than reasonable care. Confidentiality obligations do not apply to information that is public without breach, independently developed, or rightfully obtained without restriction. If required by law to disclose, the receiving party will give prompt notice (where lawful) and limit disclosure to what is required.

10. Security

We follow reasonable security practices appropriate to the Services. No system is perfectly secure, and we cannot guarantee absolute security. You remain responsible for securing your own environments and access credentials.

11. Warranties & Disclaimers

• We warrant that we will provide Services with reasonable skill and care.
• Except as expressly stated, the Services are provided “as is” without warranties of merchantability, fitness for a particular purpose, or non‑infringement. Results may vary, and model outputs may be inaccurate or incomplete.

12. Limitation of Liability

To the maximum extent permitted by law: (a) neither party will be liable for indirect, incidental, special, consequential, or punitive damages, or loss of profits, revenue, or data; and (b) each party’s total liability for all claims in the aggregate will not exceed the fees paid or payable for the Services giving rise to the claim in the 12 months preceding the event. These limits do not apply to amounts owed for fees, breach of confidentiality, or infringement/misuse of IP.

13. Indemnity

You will indemnify and hold us harmless from third‑party claims arising from your Content, unlawful conduct, or breach of these Terms. We will indemnify you against third‑party claims alleging that our Background IP used in the Services infringes their IP, provided you notify us promptly and allow us to control the defense.

14. Fees & Payment

• Fees and payment terms are set out in the relevant SOW. Unless stated otherwise, invoices are due within 14 days.
• Late amounts may accrue interest at 1% per month (or the maximum rate permitted by law, if lower). You are responsible for taxes other than our income taxes.

15. Suspension & Termination

• Either party may terminate an SOW for material breach not cured within 30 days of notice. We may suspend the Services for security risks, suspected abuse, or non‑payment.
• Upon termination, you will pay for Services performed and expenses incurred up to the effective date. Sections intended to survive (e.g., confidentiality, IP, limitations) will continue.

16. Changes to Terms

We may update these Terms from time to time. Material changes will be posted to this page with a new effective date. Your continued use after the effective date constitutes acceptance.

17. Governing Law

These Terms are governed by the laws of the State of Victoria, Australia, and the Commonwealth of Australia, without regard to conflict‑of‑laws principles.

18. Dispute Resolution

Before commencing legal proceedings, the parties will attempt to resolve disputes through good‑faith negotiations between senior representatives. If unresolved after 30 days, either party may bring a claim in the courts of Victoria. Nothing prevents a party from seeking urgent injunctive or equitable relief.

19. General

• Force Majeure. Neither party is liable for delays or failures due to causes beyond its reasonable control.
• Assignment. Neither party may assign without the other’s consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets.
• Severability. If any provision is unenforceable, the remainder remains in effect.
• No Waiver. Failure to enforce a provision is not a waiver.
• Entire Agreement. These Terms and any SOW constitute the entire agreement regarding their subject matter and supersede prior understandings.
• Electronic Communications. Notices may be sent by email and are deemed received when sent, absent bounce‑back.

20. Contact

Questions about these Terms? Email contact@darkreachlabs.com.