Legal
These Terms of Service govern your access to and use of OramisAI's Software and Services. By accessing or using the Software or Services, executing an Order Form, or indicating acceptance electronically, you agree to be bound by these Terms.
Please read carefully. These Terms of Service govern your access to and use of OramisAI's Software and Services. By accessing or using the Software or Services, executing an Order Form, or indicating acceptance electronically, you agree to be bound by these Terms. These Terms constitute a legally binding agreement between OramisAI Pty Ltd and the Customer.
In these Terms, the following key definitions apply:
These Terms govern all access to and use of the Software and Services by the Customer and are incorporated into every Order Form. An Order Form is binding when signed by authorised representatives of both parties or when the Customer confirms acceptance electronically. In the event of any conflict between these Terms and an Order Form, the Order Form shall prevail to the extent of the inconsistency.
Subject to the Customer's compliance with this Agreement and payment of applicable Fees, OramisAI grants the Customer a non-exclusive, non-transferable, non-sublicensable licence to install, access and use the Software during the Term solely for the Customer's internal business purposes, in accordance with the Documentation and the Deployment Model specified in the Order Form.
Licence rights will be as specified in the Order Form and may include a Perpetual Licence, a Fixed-Term Licence, or a Subscription.
The Customer may permit Authorised Users to access and use the Software up to the number of user seats specified in the Order Form. The Customer is responsible for maintaining an accurate list of Authorised Users, ensuring their compliance with these Terms, and promptly revoking access for any departing or non-compliant user.
The Customer must not: copy, modify or create derivative works of the Software; reverse engineer or attempt to derive source code; sublicence, sell or transfer the Software to any third party; use the Software to build a competing product; circumvent any licence enforcement or security measure; upload Malicious Code; use the Software in violation of the Acceptable Use Policy or applicable law; or remove any proprietary notices.
The Customer's use of any Third-Party Services is subject to the terms and conditions of the relevant third-party provider. OramisAI does not control, endorse, or assume any liability for Third-Party Services. Where the Customer deploys a BYOM configuration, the Customer assumes full responsibility for the behaviour, outputs, availability, and compliance posture of those models and services.
OramisAI may provide implementation, configuration, training, and consulting services as described in a Statement of Work (SOW). The Customer must provide OramisAI with reasonable access to its personnel, systems, and information as reasonably required. OramisAI will perform professional services using reasonable care and skill.
The Customer agrees to pay the Fees set out in each Order Form or invoice. All Fees are stated in Australian dollars (AUD) unless otherwise agreed in writing. Fees are non-refundable except as expressly set out in this Agreement or required by the Australian Consumer Law.
Payment is due within thirty (30) days of the invoice date, unless the Order Form specifies otherwise.
If the Customer fails to pay any undisputed amount by the due date, OramisAI may charge interest at 10% per annum calculated daily, suspend access following 14 days' written notice, and/or engage a debt collection agency.
If the Customer disputes any invoiced amount in good faith, it must notify OramisAI in writing within fourteen (14) days of the invoice date, specifying the basis of the dispute. The Customer must pay undisputed amounts by the due date.
For Subscriptions, OramisAI may increase Fees at the start of each Renewal Term by providing not less than sixty (60) days' written notice prior to the renewal date.
All Fees are exclusive of GST and any other applicable taxes. Where GST applies to a taxable supply made under this Agreement, the Customer must pay the GST amount in addition to the Fee.
OramisAI retains all Intellectual Property Rights in and to the Software, Documentation, any AI models developed or provided by OramisAI, and all improvements, modifications, enhancements, and derivative works thereof. Nothing in this Agreement transfers any ownership of OramisAI IP to the Customer.
The Customer retains all Intellectual Property Rights in Customer Data and in any pre-existing materials provided by the Customer to OramisAI. OramisAI does not claim any ownership interest in Customer Data.
OramisAI does not use Customer Data — including prompts, AI outputs, uploaded documents, or knowledge base content — to train, fine-tune, benchmark, or improve OramisAI's AI models or Software products. This applies by default across all deployment configurations. Any arrangement under which the Customer voluntarily contributes anonymised or aggregated data for product improvement requires a separate, express written agreement.
OramisAI will provide support and maintenance services in accordance with the support tier specified in the Order Form. For Subscription customers, OramisAI will make available updates, bug fixes, and patches generally available to customers on the same product tier during the Subscription term, at no additional charge, unless designated as a new major version. Planned maintenance windows that may cause service interruption will be notified with at least 48 hours' advance notice where practicable.
The Customer must use the Software and Services in compliance with this Agreement, OramisAI's Acceptable Use Policy, and all applicable laws and regulations. Without limiting the foregoing, the Customer must not use the Software to engage in unlawful activity; generate or distribute defamatory, fraudulent, or infringing content; interfere with any system or network; process personal information without lawful authority; develop competing AI products; or violate applicable sanctions or export control laws.
OramisAI reserves the right to suspend or restrict access immediately and without prior notice where OramisAI reasonably believes the Customer is engaged in a material breach of the Acceptable Use Policy, these Terms, or applicable law, or where the Customer's use poses a security or operational risk.
All Customer Data remains the exclusive property of the Customer. OramisAI does not claim any ownership, licence, or proprietary interest in Customer Data beyond the limited operational rights described in clause 9.2.
OramisAI does not routinely access, view, or process Customer Data. Any access is limited to circumstances where it is expressly authorised in writing by the Customer; operationally necessary to deliver contracted technical support; or required by law. Any such access is subject to internal authorisation controls, access logging, and confidentiality obligations.
Customer Data is logically isolated from the data of other customers. OramisAI does not, by default, permit Customer Data to be accessed by, shared with, or commingled with another customer's environment.
The Customer is solely responsible for ensuring that all Customer Data it uploads to, processes within, or instructs the Software to handle has been collected, stored, and processed lawfully and in compliance with all applicable law, including the Privacy Act 1988 (Cth) and the APPs.
Where OramisAI processes personal information on behalf of the Customer as a service provider, the parties will execute a Data Processing Agreement (DPA). Customers may request a DPA from OramisAI at any time.
The Customer may set retention periods for prompts, outputs, memory stores, audit logs, and other data elements. The Customer may initiate deletion of its Customer Data at any time using the Software's administrative controls or by written request to OramisAI.
Customer Data is never shared across tenants or with other OramisAI customers. OramisAI does not use Customer Data to train, improve, or benchmark its AI models or Software products.
The Customer is solely responsible for maintaining adequate, independent, and current backups of all Customer Data. OramisAI is not a backup provider and does not warrant that the Software includes any backup or data recovery function unless a specific backup service is expressly described and contracted in an Order Form.
OramisAI will use commercially reasonable efforts to implement and maintain technical and organisational security measures for the Software and its supporting systems. OramisAI does not warrant that its security measures will be uninterrupted, error-free, or sufficient to prevent all security incidents.
The Customer is solely responsible for the security, configuration, and integrity of its own deployment environment, access credentials, infrastructure, and governance settings. This includes maintaining security and confidentiality of all Authorised User credentials, configuring RBAC, MFA, and audit logging appropriate to the Customer's risk profile, managing BYOK encryption keys, applying security patches and updates notified by OramisAI, and maintaining adequate backups of Customer Data.
Where the Customer's Deployment Model supports BYOK, the Customer may supply and manage its own encryption keys. OramisAI does not by default hold or access those encryption keys. The Customer is responsible for key management, rotation, backup, and revocation.
Subject to the applicable product tier and Order Form, the Software provides enterprise governance and access control features including RBAC, SSO and IdP integration, configurable audit logging, AI governance policy enforcement, data residency configuration, and deployment in dedicated or customer-controlled infrastructure.
Each party will promptly notify the other upon becoming aware of a security incident that may affect shared systems or Customer Data accessible by OramisAI. OramisAI will notify the Customer within 72 hours of confirmation of an incident involving Customer Data in OramisAI's custody, absent a DPA specifying a different timeframe.
Each party agrees to hold the other party's Confidential Information in strict confidence; use Confidential Information only for the purposes of performing its obligations under this Agreement; disclose Confidential Information only to those with a need to know who are bound by equivalent confidentiality obligations; and promptly notify the other party of any actual or suspected unauthorised disclosure.
Customer Data is the Confidential Information of the Customer. Confidentiality obligations survive termination or expiry of this Agreement for a period of five (5) years, except that obligations with respect to trade secrets and Customer Data continue indefinitely.
OramisAI represents and warrants that: it has full right, power, and authority to enter into this Agreement; the Software will perform materially in accordance with OramisAI's then-current official product Documentation during the Term; the Software does not, to OramisAI's knowledge, infringe the Intellectual Property Rights of any third party; and OramisAI will comply with applicable Australian laws.
The Customer represents and warrants that: it has full right, power, and authority to enter into this Agreement; it will use the Software and Services in compliance with all applicable laws; and Customer Data has been collected and may be processed lawfully.
TO THE MAXIMUM EXTENT PERMITTED BY AUSTRALIAN LAW, ALL WARRANTIES, REPRESENTATIONS, CONDITIONS, AND GUARANTEES NOT EXPRESSLY SET OUT IN THIS AGREEMENT ARE EXCLUDED. THIS INCLUDES ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. ORAMISAI DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE, UNINTERRUPTED, OR SECURE. AI OUTPUTS ARE NOT WARRANTED TO BE ACCURATE, COMPLETE, OR FIT FOR ANY PARTICULAR PURPOSE. Nothing in this Agreement is intended to exclude, restrict, or modify any rights the Customer may have under the Australian Consumer Law.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY LOSS OR DAMAGE, INCLUDING LOSS OF PROFITS, REVENUE, BUSINESS, ANTICIPATED SAVINGS, GOODWILL, DATA, OR OPPORTUNITY.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY IS LIMITED TO THE TOTAL FEES PAID OR PAYABLE BY THE CUSTOMER TO ORAMISAI IN THE ONE (1) MONTH IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE-TWELFTH (1/12) OF THE ANNUAL FEE WHERE FEES ARE PAID ANNUALLY OR UNDER A PERPETUAL LICENCE.
The limitations in clauses 13.1 and 13.2 do not apply to death or personal injury caused by a party's negligence; fraud or wilful misconduct; or any liability that cannot be excluded or limited under the Australian Consumer Law.
The Software is assistive tooling designed to support the Customer's own workflows, decision-making, and governance processes. It is not autonomous decision-making software and does not replace human judgement, professional advice, or regulatory compliance processes. AI outputs are probabilistic, assistive, and inherently fallible. They may contain errors, omissions, hallucinations, inaccuracies, or model bias. The Customer is solely responsible for independently reviewing, validating, and approving all AI outputs before use in any operational, commercial, regulatory, or high-stakes context.
This Agreement commences on the date the Customer accepts these Terms or executes an Order Form (whichever is earlier) and continues for the Initial Term specified in the relevant Order Form.
Subscriptions will automatically renew for successive Renewal Terms of the same duration as the Initial Term unless either party gives written notice of non-renewal at least sixty (60) days before the end of the then-current term.
Either party may terminate this Agreement for cause by written notice if the other party commits a material breach and fails to remedy that breach within thirty (30) days of written notice, or if the other party becomes insolvent or enters administration.
On termination or expiry, the Customer's licence and access rights immediately cease. OramisAI will return or securely destroy Customer Data in accordance with clause 9.6 and the applicable Order Form. Accrued payment obligations survive termination.
OramisAI will indemnify the Customer from and against any third-party claims arising from a claim that the Software infringes any Australian patent, copyright, or trade mark, subject to the aggregate liability cap and provided the alleged infringement does not arise from Customer modification or use of the Software outside the scope of the licence.
The Customer will indemnify OramisAI from and against any third-party claims arising from or related to: Customer Data; the Customer's breach of this Agreement, the Acceptable Use Policy, or applicable law; the Customer's configuration or use of the Software in violation of this Agreement; any claim by an Authorised User or third party arising from the Customer's acts or omissions; and the Customer's use of Third-Party Services or BYOM configurations.
If a dispute arises, the parties must attempt to resolve it through senior representatives within 15 business days of a written Dispute Notice. If not resolved within 30 days, either party may refer the dispute to mediation administered by the Australian Disputes Centre (ADC). If mediation does not resolve the dispute within 45 days, either party may commence legal proceedings. Nothing in this clause prevents either party from seeking urgent injunctive or other equitable relief from a court of competent jurisdiction.
OramisAI's collection and use of personal information in connection with its own business operations is governed by OramisAI's Privacy Policy. The Customer is the data controller for all personal information within its deployment of the Software and is exclusively responsible for compliance with applicable privacy law, including the Privacy Act 1988 (Cth) and the APPs.
This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements. It is governed by the laws of New South Wales, Australia. Neither party is liable for any delay or failure to perform its obligations to the extent caused by a Force Majeure Event. The Customer may not assign this Agreement without OramisAI's prior written consent. OramisAI may assign this Agreement to an Affiliate or in connection with a merger or acquisition. Notices under this Agreement must be in writing. OramisAI may update these Terms by publishing a revised version on its website with 30 days' notice for material changes. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.
OramisAI is a software provider and AI governance technology company. The Software is governance tooling that provides a configurable platform through which customers can deploy, manage, monitor, and govern AI capabilities within their own environments. The Software does not operate autonomously, does not make binding decisions, and does not substitute for the Customer's own operational, legal, compliance, or risk management processes.
The Customer is solely responsible for selecting and configuring the Deployment Model; determining what data is collected, uploaded, processed, retained, and deleted; selecting, integrating, and governing the AI models used within its deployment; configuring governance rules, acceptable use policies, and access controls; and ensuring that its deployment and use of the Software complies with all applicable laws and regulations.
OramisAI's responsibilities are limited to providing and supporting the Software in accordance with this Agreement. OramisAI does not assume operational, compliance, or governance responsibility for the Customer's AI programmes, use cases, data practices, or business processes.