Terms of Service

1. Definitions and interpretation

1.1 Definitions

In these Terms, the following expressions have the meanings set out below:

Account means the account created by the Account Owner to access and use the Service.

Account Owner means the individual or entity that registers for the Service and is responsible for the Account and all Authorised Users.

Affiliate Program means the affiliate and referral program described in section 22.

Australian Consumer Law or ACL means Schedule 2 to the Competition and Consumer Act 2010 (Cth) and corresponding State and Territory legislation.

Authorised User means any individual permitted by the Account Owner to access and use the Service under the Account.

Business Day means a day that is not a Saturday, Sunday or public holiday in New South Wales, Australia.

Confidential Information means all non-public information disclosed by one party to the other in connection with the Service that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including pricing, product roadmaps, Customer Data and technical architecture. Confidential Information does not include information that (a) is or becomes publicly known through no fault of the receiving party; (b) was rightfully known to the receiving party before disclosure; (c) is received from a third party without restriction; or (d) is independently developed by the receiving party without reference to the disclosing party's Confidential Information.

Core Functionality means the primary features of the Service as described on the Website from time to time, including AI-assisted quote, invoice and job-note generation and voice transcription.

Customer Data means all data, content and materials that you or your Authorised Users input into, upload to, or generate through the Service, including voice recordings, job notes, customer contact details, pricing information and any other information you provide.

Fees means the subscription fees, one-time fees or other charges payable by you for access to the Service, as set out in your Order or on the Website.

Lifetime Subscription means a subscription purchased for a one-time fee that grants access to the Service for the operational life of the Dexify platform, subject to section 9.

Output means any document, text, data, image or other content generated by the Service in response to your inputs, including AI-generated quotes, invoices, job notes and transcripts.

Privacy Policy means our privacy policy published at dexifyai.com/privacy, as updated from time to time.

Service means the Dexify AI platform, including our web application, mobile application, application programming interfaces, websites and related products, features, support and services that we make available from time to time.

Subscription means a recurring or one-time fee-based licence to access and use the Service, as described in section 8.

Subscription Term means the period for which you have paid for a Subscription, commencing on the date your payment is processed.

Third-Party Service means any software, platform, API or service provided by a third party that is integrated with or used by the Service.

Website means dexifyai.com and any related subdomains we operate.

1.2 Interpretation

In these Terms: (a) headings are for convenience only and do not affect interpretation; (b) the singular includes the plural and vice versa; (c) a reference to a person includes an individual, body corporate, partnership, joint venture, association, trust and any other entity; (d) a reference to legislation includes all regulations, instruments and amendments made under it; (e) the word "including" and similar expressions are not words of limitation; (f) where a party comprises two or more persons, an obligation binds them jointly and severally; and (g) a reference to writing includes email.

2. Eligibility and business use

2.1 Eligibility

You may use the Service only if you are at least 18 years of age and are capable of forming a legally binding contract. The Service is intended for business use only. By using the Service you represent and warrant that you are using it for business purposes and not as a consumer for personal, domestic or household purposes.

2.2 Authority

If you accept these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms. In that case, "you" and "your" refer to that entity. If you do not have such authority, you must not accept these Terms or use the Service.

2.3 Consumer rights

Even where you use the Service for business purposes, certain rights under the ACL that apply to businesses acquiring goods or services for business use may apply if the amount paid does not exceed the threshold prescribed by the ACL from time to time. Nothing in these Terms is intended to exclude such rights to the extent they cannot be lawfully excluded.

3. Accounts and Authorised Users

3.1 Registration

To access the Service you must create an Account by providing accurate and complete information. You must keep your Account information current and update it promptly if it changes.

3.2 Account Owner and administration

The Account Owner is responsible for managing Authorised Users, including granting and revoking access. The Account Owner must ensure that each Authorised User complies with these Terms. The Account Owner is liable for all acts and omissions of Authorised Users in connection with the Service.

3.3 Security

You are responsible for maintaining the confidentiality of your Account credentials and for all activity that occurs under your Account. You must not share your credentials with any person who is not an Authorised User. You must choose a strong password and keep it secure.

3.4 Protective action

You must notify us immediately at contact@dexifyai.com if you become aware of any actual or suspected unauthorised access to your Account, loss or theft of credentials, or any other security incident affecting your Account. We may take any action we consider appropriate to protect the security of the Service and your Account, including suspending access.

3.5 Account transfer

You may not transfer your Account to another person or entity without our prior written consent. We may impose conditions on any approved transfer, including requiring the transferee to agree to these Terms.

4. The Service

4.1 Description

Dexify provides an AI-powered administration platform for tradespeople and field service businesses. Core Functionality includes creating and managing quotes, invoices, job notes and schedules using AI-assisted processing and voice transcription. The specific features available to you depend on your Subscription plan.

4.2 Service licence

Subject to your compliance with these Terms and payment of applicable Fees, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Service during your Subscription Term for your internal business purposes. This licence does not include any right to sublicense, resell or otherwise provide access to the Service to any third party.

4.3 Availability and maintenance

We will use commercially reasonable efforts to make the Service available. We do not guarantee uninterrupted or error-free availability. We may temporarily suspend or restrict access to the Service for maintenance, updates, security purposes or circumstances beyond our reasonable control. We will use reasonable efforts to provide advance notice of planned maintenance where practicable.

4.4 Changes to the Service

We may add, modify or remove features of the Service at any time. Where a change will materially reduce the Core Functionality available to you under your current Subscription, we will provide reasonable notice. If you do not accept a material reduction, you may cancel your Subscription in accordance with section 8.8 and receive a pro-rata refund of prepaid Fees for any period after the effective date of the change.

4.5 Beta features

We may make beta, preview or experimental features available from time to time. These features are provided "as is" without warranty and may be changed or discontinued at any time without notice. We are not liable for any loss or damage arising from your use of beta features.

5. AI-assisted features and Outputs

5.1 AI limitations

The Service uses artificial intelligence and machine learning technologies to generate Outputs. These technologies are inherently probabilistic and may produce inaccurate, incomplete or inappropriate results. AI-generated Outputs may contain errors, omissions, hallucinations or content that does not reflect your actual instructions.

5.2 Customer review responsibility

You are solely responsible for reviewing, verifying and approving all Outputs before using or distributing them. You must not send, rely on or act upon any Output without first exercising your own professional judgment and confirming its accuracy and appropriateness for your specific circumstances.

5.3 No professional advice

Outputs do not constitute legal, financial, tax, accounting, engineering or other professional advice. You must not rely on any Output as a substitute for advice from a qualified professional. Dexify is not responsible for any decisions you make based on Outputs.

5.4 Quotes estimates and invoices

AI-generated quotes, estimates and invoices are tools to assist your business processes. They may not accurately reflect market rates, your actual costs, applicable legal requirements or the specific needs of a job. You are responsible for ensuring that all pricing, terms and conditions in any document you send to a client are correct, lawful and appropriate.

5.5 Fraud prevention

You must not use the Service to generate fraudulent, misleading or deceptive documents, including documents that misrepresent the nature, price or terms of any goods or services. We may report suspected fraudulent activity to relevant authorities.

5.6 Similar outputs and third-party rights

Because the AI models underlying the Service are trained on large datasets and generate outputs based on patterns, the Service may generate Outputs that are similar or identical to outputs generated for other customers. Dexify does not warrant that any Output is unique or that it does not infringe the intellectual property rights of any third party. You are responsible for ensuring that your use of any Output does not infringe third-party rights.

5.7 Data Sent to AI provider

To generate Outputs, your inputs (including Customer Data) may be transmitted to third-party AI model providers (such as large language model API services). By using the Service, you consent to this transmission. We will use reasonable efforts to ensure that any AI provider we engage is subject to appropriate confidentiality and data handling obligations. Please refer to our Privacy Policy for further information about how we handle your data.

6. Voice recording transcription and communications

6.1 Authority and notice

If you use the Service to record or transcribe conversations, you represent and warrant that you have obtained all necessary consents and given all notices required by applicable law (including privacy and surveillance legislation in your jurisdiction) before recording any conversation involving a third party. In many Australian jurisdictions, it is an offence to record a private conversation without the consent of all parties.

6.2 Prohibited recording

You must not use the voice recording or transcription features of the Service to record any conversation that you do not have lawful authority to record. You indemnify Dexify against any claim, loss, damage or liability arising from your recording of any conversation without lawful authority.

6.3 Transcript accuracy

Voice transcriptions generated by the Service are produced by automated speech recognition technology and may contain errors, particularly where there is background noise, accents, technical terminology or multiple speakers. You must review all transcripts before relying on or distributing them.

6.4 Sensitive information

You must not use the Service to record, transcribe or process sensitive information (including health information, financial account details, government identifiers or information about vulnerable individuals) unless you have a specific lawful basis to do so and you have implemented appropriate safeguards. We are not responsible for any loss or harm arising from your recording or processing of sensitive information through the Service.

7. Acceptable use

7.1 General obligation

You must use the Service only for lawful purposes and in accordance with these Terms. You are responsible for ensuring that all Authorised Users comply with this section.

7.2 Prohibited conduct

You must not (and must ensure that Authorised Users do not):

• use the Service to generate, transmit or store content that is unlawful, defamatory, harassing, threatening, obscene, fraudulent, misleading or deceptive;
• use the Service to infringe the intellectual property rights, privacy rights or other rights of any third party;
• attempt to reverse engineer, decompile, disassemble or extract source code from the Service or any AI model used by the Service;
• use automated scripts, bots or scrapers to access the Service except through our authorised APIs and in compliance with our API documentation;
• resell, sublicense, rent, lease or otherwise provide access to the Service to any third party without our prior written consent;
• attempt to gain unauthorised access to any part of the Service, our systems or the systems of any other user;
• upload or transmit viruses, malware or any other malicious code;
• use the Service in a way that interferes with or disrupts the integrity or performance of the Service or the data contained within it;
• use the Service to develop a competing product or service;
• circumvent or attempt to circumvent any usage limits, access controls or security measures;
• use the Service in violation of any applicable law, regulation or professional standard.

7.3 Investigation and cooperation

We reserve the right to investigate any suspected breach of this section and to take any action we consider appropriate, including suspending or terminating your access. You must cooperate with any reasonable investigation we conduct and provide us with any information we reasonably request in connection with such investigation.

8. Subscriptions billing and cancellation

8.1 Plans and order information

Subscription plans and pricing are set out on the Website. By purchasing a Subscription you agree to the plan, price and billing cycle described at the time of purchase. We will provide you with a confirmation of your purchase by email.

8.2 Currency GST and payment processing

All prices are in Australian dollars (AUD) unless otherwise stated. Prices are inclusive of GST where applicable and as stated at checkout. Payment is processed by our third-party payment processor (currently Stripe). We do not store your payment card details. By purchasing a Subscription you agree to the payment processor's terms of service.

8.3 Automatic renewal

Subscriptions renew automatically at the end of each Subscription Term unless you cancel before the renewal date. By providing payment details and purchasing a Subscription, you authorise us to charge the applicable Fees to your nominated payment method on each renewal date.

8.4 Free trials and promotional periods

We may offer free trials or promotional pricing from time to time. The terms and duration of any free trial will be communicated at sign-up. At the end of a free trial, your Subscription will automatically convert to a paid Subscription unless you cancel before the trial ends. We reserve the right to discontinue free trials at any time.

8.5 Payment failures

If your payment fails, we will notify you and may retry the charge. If payment remains outstanding after a reasonable period, we may suspend your access to the Service until payment is received. We are not liable for any loss caused by suspension of access resulting from a payment failure.

8.6 Price changes

We reserve the right to change our Subscription prices at any time. We will provide at least 30 days' prior notice of any price change by email or in-app notification. If you do not accept the new price, you may cancel your Subscription before the price change takes effect. Continued use of the Service after a price change constitutes your acceptance of the new pricing.

8.7 Upgrades and downgrades

You may upgrade or downgrade your Subscription plan at any time. Upgrades take effect immediately and you will be charged a pro-rata amount for the remainder of the current Subscription Term. Downgrades take effect at the end of the current Subscription Term. We do not provide refunds for downgraded plans.

8.8 How to cancel

You may cancel your Subscription at any time by using the cancellation link in your payment receipt email or by contacting us at contact@dexifyai.com. Cancellation takes effect at the end of your current Subscription Term.

8.9 Effect of cancellation

On cancellation your access to the Service continues until the end of the current Subscription Term. After that date your access will cease and you will no longer be able to use the Service. You will have a period of 30 days after the end of your Subscription Term to export your Customer Data before it is deleted in accordance with section 13.

8.10 Refunds and billing disputes

Fees are non-refundable except as required by law or as expressly stated in these Terms. If you believe you have been incorrectly charged, you must notify us in writing within 30 days of the disputed charge. We will investigate and, if we determine an error was made, issue a credit or refund to your payment method.

8.11 Tax invoices

We will provide a tax invoice for each payment where required by law. Tax invoices are available through your Account or on request from contact@dexifyai.com.

9. Lifetime Subscriptions

9.1 Meaning of Lifetime

"Lifetime" in the context of a Lifetime Subscription means the operational life of the Dexify platform, not the life of the subscriber or their business. A Lifetime Subscription grants you access to the Service for as long as Dexify AI continues to operate and make the Service commercially available, subject to the terms of this section 9.

9.2 One-time payment

A Lifetime Subscription is purchased for a single one-time fee. No further Subscription payments are required for the duration of the Lifetime Subscription. All applicable taxes are additional unless stated otherwise at the time of purchase.

9.3 Platform evolution

A Lifetime Subscription entitles you to access the Service as it exists from time to time, not to any specific feature set, version or configuration that existed at the time of purchase. We may add, modify or remove features of the Service at any time. The Service may evolve materially over time and Lifetime Subscribers have no right to insist on the continuation of any particular feature.

9.4 Third-party dependencies

The Service relies on Third-Party Services including AI model providers, voice processing services and cloud infrastructure. If a Third-Party Service is discontinued, becomes uneconomical or materially changes in a way that makes a feature of Dexify impracticable to maintain, we may discontinue that feature without any liability to Lifetime Subscribers.

9.5 No perpetual uptime promise

A Lifetime Subscription does not guarantee that the Service will be available at all times or indefinitely. Availability is subject to section 4.3. Planned or unplanned downtime, maintenance or technical issues do not constitute a breach of your Lifetime Subscription.

9.6 Transfer and business changes

A Lifetime Subscription is personal to the original purchasing business entity and may not be transferred, assigned or resold to any other person or entity without our prior written consent. A change in the ownership or control of the purchasing entity does not automatically transfer the benefit of a Lifetime Subscription.

9.7 Sale or reorganisation of Dexify

In the event of a merger, acquisition or sale of substantially all of Dexify's assets, the acquirer or successor entity may, at its sole discretion, continue to honour Lifetime Subscriptions on the same or substantially similar terms, offer an alternative arrangement, or terminate Lifetime Subscriptions on 90 days' notice. If Lifetime Subscriptions are terminated under this clause, Dexify's liability is limited to a pro-rata refund based on the number of months of access provided relative to a reasonable expected service life, subject to applicable law.

9.8 Voluntary discontinuation

If Dexify AI voluntarily and permanently discontinues the Service (other than due to insolvency or external compulsion), we will provide Lifetime Subscribers with at least 90 days' notice. Lifetime Subscription fees paid are non-refundable in such circumstances, except where required by applicable law including the ACL.

9.9 Termination for breach

A Lifetime Subscription remains subject to section 7 (Acceptable use) and section 20 (Suspension and termination). If your Account is terminated for breach of these Terms, your Lifetime Subscription is forfeited and no refund is payable.

10. Intellectual property and Outputs

10.1 Dexify Materials

The Service and all intellectual property rights in the Service (including software, algorithms, AI models, design, branding, documentation and all updates and enhancements) are owned by or licensed to Dexify. Nothing in these Terms transfers any intellectual property rights in the Service or Dexify Materials to you.

10.2 Restrictions

You must not copy, reproduce, modify, adapt, translate, create derivative works from, distribute, sell, sublicense, reverse engineer, decompile or disassemble any part of the Service or Dexify Materials, except to the extent permitted by applicable law that cannot be lawfully excluded.

10.3 Customer rights in Outputs

Subject to section 5.6, as between you and Dexify, you own the Outputs generated for you by the Service to the extent that you have contributed original expression to those Outputs. Dexify assigns to you all right, title and interest it may hold in Outputs that are specific to your inputs. You acknowledge that AI-generated content may not be protected by copyright in all jurisdictions and that Dexify makes no warranty as to the intellectual property status of any Output.

10.4 Customer templates and materials

Any templates, materials, branding or other content that you provide to Dexify to configure or personalise the Service remain your property. You grant Dexify a limited licence to use such materials solely for the purpose of providing the Service to you.

10.5 Feedback

If you provide us with feedback, suggestions or ideas about the Service (Feedback), you grant Dexify a perpetual, irrevocable, worldwide, royalty-free licence to use, reproduce, modify, adapt, publish, distribute and incorporate such Feedback into the Service or other products and services without restriction or compensation to you.

11. Customer Data and privacy responsibilities

11.1 Ownership

You retain all ownership of and responsibility for your Customer Data. Dexify does not claim any ownership of Customer Data.

11.2 Licence to process

By using the Service, you grant Dexify a limited, non-exclusive, worldwide licence to collect, process, store, transmit and use Customer Data solely to the extent necessary to provide, maintain, improve and support the Service for you, and as otherwise described in these Terms and our Privacy Policy.

11.3 Training and evaluation

We do not use your identifiable Customer Data to train our own AI models without your prior consent. We may use anonymised, aggregated or de-identified data derived from use of the Service to improve and develop our products and services.

11.4 Customer authority

You represent and warrant that you have all necessary rights, licences, consents and permissions to collect, process, upload and use the Customer Data you provide to the Service, including any personal information of third parties (such as your clients). You are responsible for ensuring that your collection and processing of such data complies with applicable privacy laws.

11.5 Privacy compliance

You are responsible for complying with all applicable privacy laws and regulations in connection with your use of the Service, including the Privacy Act 1988 (Cth) and the Australian Privacy Principles. You must have in place a lawful basis for collecting and processing personal information through the Service and must maintain an appropriate privacy policy.

11.6 High-risk data

You must not use the Service to process sensitive personal information (as defined under applicable privacy laws) unless you have a specific lawful basis to do so and have implemented appropriate safeguards. You must not use the Service to process financial account numbers, government-issued identification numbers or health information without our prior written approval.

12. Security backups and incidents

12.1 Security measures

We maintain commercially reasonable administrative, technical and physical safeguards designed to protect Customer Data against unauthorised access, disclosure, alteration or destruction. However, no system is completely secure and we cannot guarantee the absolute security of your data.

12.2 Customer security obligations

You are responsible for the security of your Account credentials, devices and network connections. You must implement reasonable security practices in connection with your use of the Service, including using strong passwords, enabling multi-factor authentication where available, and ensuring that Authorised Users understand their security obligations.

12.3 Backups and records

While we take reasonable steps to back up Customer Data, we do not guarantee that Customer Data will not be lost. You are responsible for maintaining your own backup copies of any Customer Data that is critical to your business operations. We strongly recommend that you export and retain copies of important data regularly.

12.4 Security incidents

If we become aware of a security incident that affects your Customer Data, we will notify you within a reasonable time and provide you with information about the incident and steps we are taking in response, to the extent permitted by law. You must also notify us promptly if you become aware of any security incident affecting your Account or Customer Data.

13. Data export retention and deletion

13.1 Export

During your Subscription Term, you may export your Customer Data using the export tools available within the Service. We will use reasonable efforts to maintain export functionality throughout your Subscription Term.

13.2 Post-termination access

Following expiry or termination of your Subscription, you will have 30 days to export your Customer Data. During this period we will provide you with read-only access to the Service for the purpose of exporting data. After 30 days, your Account and Customer Data will be deleted in accordance with section 13.3.

13.3 Deletion and retention

We will delete or anonymise your Customer Data within a reasonable period after the expiry of the 30-day post-termination access period, except where we are required to retain data by law or regulation. Deletion of Customer Data is irreversible. We may retain records of your transactions and Account information for tax, legal and compliance purposes for up to 7 years.

13.4 De-identified data

We may retain and use de-identified or aggregated data derived from Customer Data after termination, provided such data cannot reasonably be used to identify you or any individual.

14. Third-Party Services

14.1 Dependencies and integrations

The Service relies on and integrates with Third-Party Services including cloud infrastructure providers, AI model providers, payment processors and voice transcription services. The availability and functionality of the Service may depend on these Third-Party Services.

14.2 Customer-selected services

If you choose to connect the Service to Third-Party Services (such as accounting software or CRM platforms), you do so at your own risk. By connecting such services, you authorise us to access and exchange data with those services on your behalf. Your use of Third-Party Services is governed by those providers' own terms and privacy policies.

14.3 Dexify-selected providers

We may change the Third-Party Service providers we use to deliver the Service at any time without notice, provided we maintain substantially equivalent functionality. We are not responsible for the acts or omissions of Third-Party Service providers, except to the extent that we have failed to exercise reasonable care in selecting or monitoring them.

14.4 Disabling integrations

If a Third-Party Service ceases to be available or becomes unsuitable, we may disable the relevant integration with reasonable notice where practicable. We are not liable for any loss arising from the unavailability of a Third-Party Service integration.

15. Confidentiality

15.1 Protection and use

Each party must keep the other party's Confidential Information confidential and must not disclose it to any third party without prior written consent, except as expressly permitted by these Terms. Each party may use the other party's Confidential Information only for the purpose of performing its obligations or exercising its rights under these Terms.

15.2 Required disclosure

A party may disclose Confidential Information if required by law, regulation, court order or the rules of a stock exchange, provided that the disclosing party gives the other party as much advance notice as reasonably practicable (to the extent permitted by law) and cooperates with the other party to seek a protective order or other appropriate relief.

15.3 Exclusions

The confidentiality obligations in this section do not apply to information that: (a) is or becomes publicly known through no breach of these Terms; (b) was already known to the receiving party at the time of disclosure; (c) is independently developed by the receiving party without reference to the Confidential Information; or (d) is rightfully received from a third party without restriction.

15.4 Survival

The obligations in this section 15 continue for 3 years after the termination or expiry of these Terms, except in relation to trade secrets and Customer Data, which remain subject to confidentiality obligations indefinitely.

16. Support and communications

16.1 Support

We provide customer support via email at contact@dexifyai.com. We will use commercially reasonable efforts to respond to support requests within a reasonable time on Business Days. We do not guarantee specific response or resolution times. Support is provided in English.

16.2 Service notices

We may send you notices about the Service, including updates, maintenance windows, changes to Terms and billing notices, by email to the address associated with your Account. You are responsible for ensuring your email address is current. Notices are deemed received when sent to the email address on your Account.

17. Consumer guarantees and disclaimers

17.1 Non-excludable rights

Nothing in these Terms excludes, restricts or modifies any right, guarantee, remedy or liability that cannot lawfully be excluded, restricted or modified, including any applicable consumer guarantee under the ACL.

17.2 Permitted disclaimers

To the maximum extent permitted by law, the Service is provided on an "as is" and "as available" basis. We make no warranty, express or implied, that the Service will be uninterrupted, error-free, secure or fit for any particular purpose. We disclaim all warranties, including implied warranties of merchantability, fitness for a particular purpose, title and non-infringement.

17.3 Limitation of remedies for qualifying services

To the extent that any consumer guarantee applies to your Subscription and our liability cannot be excluded, our liability is limited (at our election) to: (a) re-supplying the Service; or (b) paying the cost of having the Service re-supplied.

18. Limitation of liability

18.1 Application

This section 18 applies to all claims arising out of or relating to these Terms or the Service, whether in contract, tort (including negligence), statute, equity or otherwise, and whether or not the relevant party has been advised of the possibility of such loss or damage.

18.2 Excluded loss

To the maximum extent permitted by law, neither party will be liable to the other for any: (a) loss of profits, revenue, business, contract, anticipated savings or goodwill; (b) loss of or damage to data or information; (c) business interruption; or (d) indirect, incidental, consequential, special, punitive or exemplary loss or damage of any kind, arising out of or in connection with these Terms or the Service.

18.3 Liability cap

To the maximum extent permitted by law, Dexify's total aggregate liability to you for all claims arising out of or in connection with these Terms or the Service in any 12-month period will not exceed the greater of: (a) the total Fees paid or payable by you in the 3 months immediately preceding the event giving rise to the claim; or (b) AUD $100.

18.4 Liability not capped

Nothing in this section 18 limits or excludes either party's liability for: (a) fraud or wilful misconduct; (b) death or personal injury caused by negligence; (c) any liability that cannot lawfully be limited or excluded under applicable law; or (d) your obligation to pay Fees.

18.5 Contributory conduct and mitigation

Our liability is reduced to the extent that your own acts or omissions contributed to the loss or damage. You must take reasonable steps to mitigate any loss you suffer in connection with these Terms or the Service.

19. Customer indemnity

19.1 Indemnified claims

You agree to indemnify, defend and hold harmless Dexify, its officers, directors, employees, contractors and agents from and against any claim, demand, proceeding, loss, damage, liability, cost and expense (including reasonable legal fees) arising out of or in connection with:

• your breach of these Terms;
• your use of the Service in violation of any applicable law or regulation;
• your Customer Data, including any claim that Customer Data infringes the rights of a third party or violates applicable privacy law;
• your use of any Output, including any claim arising from a client or third party in connection with a document generated by the Service;
• any recording made by you without lawful authority under section 6; or
• any act or omission of an Authorised User.

19.2 Claims procedure

We will notify you promptly of any claim for which we seek indemnification under section 19.1. You will have the right to assume control of the defence and settlement of such claim, provided that: (a) we may participate in the defence at our own cost; (b) you must not settle any claim without our prior written consent if the settlement imposes any obligation, restriction or liability on us; and (c) we will cooperate reasonably with your defence. Failure to notify you promptly does not relieve your indemnity obligations except to the extent you are materially prejudiced by the delay.

20. Suspension and termination

20.1 Termination by Customer

You may terminate these Terms and cancel your Subscription at any time by following the cancellation process in section 8.8. Termination takes effect at the end of your current Subscription Term. You remain liable for all Fees payable up to and including the effective date of termination.

20.2 Immediate protective suspension

We may suspend your access to the Service immediately and without notice if we reasonably believe that: (a) your Account has been compromised; (b) your use of the Service poses a security risk to us, the Service or other users; (c) continued access may result in harm to third parties; or (d) suspension is required by law or the direction of a government authority. We will notify you of a suspension and its reasons as soon as reasonably practicable (to the extent permitted by law).

20.3 Remediable breach

If you breach any provision of these Terms that is capable of remedy, we will give you written notice specifying the breach and requiring you to remedy it within 14 days. If you fail to remedy the breach within that period, we may terminate these Terms immediately on written notice to you.

20.4 Immediate termination

We may terminate these Terms immediately on written notice to you if: (a) you commit a material breach that is not capable of remedy; (b) you become insolvent, enter into administration, liquidation or bankruptcy proceedings; (c) you engage in fraudulent or illegal conduct in connection with the Service; or (d) we are required to do so by law.

20.5 Termination for convenience

We may terminate these Terms for any reason on 30 days' written notice to you. In such case, we will refund any prepaid Fees for the period after the effective date of termination on a pro-rata basis.

20.6 Discontinuation of Service

If we decide to permanently discontinue the Service, we will provide at least 90 days' written notice to all active users. During the notice period you may export your Customer Data. After the discontinuation date, access to the Service will cease and all Subscriptions (including Lifetime Subscriptions) will terminate. We will refund prepaid Fees for the period after the discontinuation date on a pro-rata basis, subject to section 9.8 in respect of Lifetime Subscriptions.

20.7 Effect of termination

On termination or expiry of these Terms for any reason: (a) all licences granted to you immediately terminate; (b) you must cease using the Service; (c) data access and export rights are as described in section 13; (d) accrued rights and liabilities are not affected; and (e) provisions that by their nature should survive termination will survive, including sections 10, 11, 13, 15, 17, 18, 19, 23 and 24.

21. Changes to these Terms

21.1 Updates

We may update these Terms at any time. The current version of the Terms will always be available on the Website. The "Last updated" date at the top of these Terms indicates when they were most recently revised.

21.2 Material changes

If we make a material change to these Terms, we will notify you by email to the address associated with your Account at least 14 days before the change takes effect. A change is material if it significantly affects your rights or obligations under these Terms.

21.3 Acceptance and cancellation

If you do not agree to a change to these Terms, you may cancel your Subscription before the effective date of the change and receive a pro-rata refund of any prepaid Fees. Continued use of the Service after the effective date of a change constitutes your acceptance of the updated Terms.

22. Affiliate and Referral Program

22.1 Program and eligibility

Dexify operates an Affiliate and Referral Program (Program) through which approved participants (Partners) can earn commission by referring new paying customers to the Service. Partners include third-party affiliates (content creators, industry groups and trade-aligned communities who may not be Dexify customers) and existing Dexify customers who refer other tradespeople. Participation in the Program is subject to approval by Dexify and ongoing compliance with this section 22 and any additional Program guidelines we publish.

22.2 Attribution

Each Partner is issued a unique tracking link or referral code. When a new user signs up via a Partner's link or code, a tracking cookie is placed on their device for an attribution window, currently 100 days (Attribution Window). The Attribution Window commences on the date the prospective customer first clicks the Partner's link. If the prospective customer creates a paid Account within the Attribution Window, the referral is credited to the Partner. Dexify is not responsible for lost attribution caused by cleared cookies, ad-blocker software, cross-device sign-ups or browser privacy settings.

22.3 Eligible referral

A referral is eligible for commission if: (a) the referred customer signs up through the Partner's unique link or code; (b) the referred customer is a genuinely new customer who does not already have an Account with Dexify; (c) the referred customer completes the free trial (if applicable) and converts to a paid Subscription; and (d) the sign-up is not fraudulent, self-referral or otherwise in breach of these Terms. Dexify's determination of whether a referral is eligible is final.

22.4 Trial and commission

New customers who sign up through a Partner's link or code receive a free trial of the Service, currently 3 months. No commission is generated or payable in respect of any free trial period. Once a referred customer's free trial converts to a paid Subscription, the Partner earns a commission at the rate described in the Program guidelines, currently 50% of the net subscription revenue generated by that referred customer, payable for the first 12 months of the referred customer's paid Subscription only. After the 12-month period, no further commission is payable on that customer's Subscription, regardless of how long the customer continues to subscribe.

22.5 Plans and adjustments

Commission is calculated on the net subscription fee actually paid by the referred customer after deducting any discounts, refunds, taxes and payment processor fees. If a referred customer upgrades or downgrades their plan, commission is adjusted accordingly on a prospective basis. We may adjust commission calculations where errors are identified.

22.6 Approval and clawbacks

Commission accrues subject to final approval by Dexify. We reserve the right to withhold, reverse or claw back commission in relation to any referred customer who: (a) cancels during the trial or within 60 days of their first paid payment; (b) requests a refund; (c) initiates a chargeback; (d) was referred through fraudulent, ineligible or non-compliant activity; or (e) obtained their Subscription through a material misrepresentation by the Partner. Clawed-back commission may be deducted from future payouts.

22.7 Payouts

Commission is paid monthly, on or around the 15th of each month, for commission approved in the preceding calendar month. Payouts are subject to a minimum payout threshold, which we will communicate to Partners. Payouts are made by bank transfer to the account nominated by the Partner. Partners are responsible for providing accurate payment details. Dexify is not liable for failed or misdirected payments resulting from incorrect details provided by the Partner.

22.8 Tax

Partners are solely responsible for all tax obligations arising from commissions earned under the Program, including income tax and GST. Dexify may require Partners to provide a valid ABN, TFN declaration or equivalent tax documentation before processing payouts, and may withhold amounts as required by applicable tax law. Partners with an ABN who are registered for GST must issue a valid tax invoice to Dexify before receiving payment if GST is applicable.

22.9 Partner marketing obligations

Partners must comply with all applicable laws and regulations in their marketing activities, including the Australian Consumer Law, the Spam Act 2003 (Cth) and applicable advertising standards. Partners must not:

• misrepresent Dexify, its pricing, its features or the terms of any free trial or promotion;
• use spam, unsolicited bulk messaging, deceptive advertising or misleading endorsements to generate referrals;
• bid on Dexify's branded search terms or trademarks in paid search advertising without prior written consent;
• refer themselves or associates, create fake accounts, or engage in any form of artificial, incentivised or fraudulent referral activity;
• sub-license, sell or transfer their tracking link or referral code to any unapproved third party;
• make claims about earnings potential that are not expressly authorised by Dexify.

Breach of this clause 22.9 may result in forfeiture of all unpaid commissions and immediate removal from the Program.

22.10 No agency or guaranteed earnings

Participation in the Program does not create an employment, partnership, joint venture or agency relationship between Dexify and the Partner. Partners act as independent contractors and have no authority to bind Dexify. Dexify makes no representation as to the number of referrals a Partner will generate or the income that may result from participation in the Program.

22.11 Program changes

Dexify reserves the right to change any aspect of the Program at any time, including commission rates, payout schedules, trial durations, the Attribution Window, minimum payout thresholds and eligibility criteria. We will provide notice of material changes where practicable. Changes apply prospectively to commission accruing after the change takes effect; commission already accrued on eligible referrals prior to the change date remains payable on the original terms.

22.12 Suspension and termination

Dexify may suspend or terminate a Partner's participation in the Program at any time for breach of these Terms, breach of the Program guidelines, fraudulent activity, misuse of the Program or any other reason at our discretion. We may also discontinue the Program in its entirety at any time on reasonable notice. Commission earned on completed, approved, non-fraudulent referrals prior to termination remains payable in accordance with section 22.7.

23. Complaints and dispute resolution

23.1 Contact and good-faith resolution

If you have a complaint about the Service or believe we have breached these Terms, please contact us at contact@dexifyai.com. We will acknowledge your complaint within 3 Business Days and use good-faith efforts to resolve it within 14 Business Days. You must also act in good faith in seeking resolution.

23.2 Mediation

If a dispute is not resolved through the contact process in section 23.1 within 30 days (or such longer period as the parties agree in writing), either party may refer the dispute to mediation administered by the Australian Disputes Centre (or such other mediator as the parties agree) in Sydney, New South Wales. The parties will share the costs of mediation equally unless otherwise agreed. Neither party may commence litigation (other than for urgent interlocutory relief) until the mediation process has been completed or terminated.

23.3 Exceptions

Either party may seek urgent interlocutory or injunctive relief from a court of competent jurisdiction without complying with the mediation requirement in section 23.2 where that party reasonably considers that delay would cause serious or irreparable harm.

23.4 Governing law

These Terms are governed by the laws of New South Wales, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales and the Federal Court of Australia (and courts of appeal from them) in respect of any dispute arising out of or in connection with these Terms.

24. General

24.1 Order of documents

If there is any inconsistency between these Terms and any other document forming part of our agreement (such as an Order confirmation or pricing schedule), these Terms prevail to the extent of the inconsistency, unless the other document expressly states that it overrides a specific provision of these Terms.

24.2 Entire agreement and no reliance

These Terms (together with our Privacy Policy and any applicable Order or pricing schedule) constitute the entire agreement between the parties in relation to the Service and supersede all prior agreements, representations, negotiations and understandings. Each party acknowledges that it has not relied on any representation or warranty not expressly set out in these Terms.

24.3 Notices

Notices to Dexify must be in writing and sent by email to contact@dexifyai.com. Notices to you will be sent to the email address associated with your Account. Notices are effective on the date sent (or, if sent after 5pm AEST on a Business Day, on the next Business Day), unless the sender is notified of a delivery failure.

24.4 Assignment

You may not assign, transfer or novate your rights or obligations under these Terms without our prior written consent. We may assign these Terms, or any rights or obligations under them, without your consent in connection with a merger, acquisition, restructuring or sale of all or substantially all of our assets, provided we give you reasonable notice. Any purported assignment in breach of this clause is void.

24.5 Subcontracting

We may subcontract the performance of any of our obligations under these Terms to a third party, provided we remain responsible to you for the performance of those obligations.

24.6 Force majeure

Neither party is liable for any delay or failure in performance caused by circumstances beyond that party's reasonable control, including natural disasters, pandemic, government action, cyberattack, telecommunications failure or power failure (Force Majeure Event). The affected party must notify the other party as soon as practicable and use reasonable efforts to mitigate the impact of the Force Majeure Event. If a Force Majeure Event affecting us continues for more than 60 days, you may terminate these Terms on written notice and receive a pro-rata refund of prepaid Fees.

24.7 Severability

If any provision of these Terms is found to be unlawful, void or unenforceable, that provision will be severed from these Terms and will not affect the validity and enforceability of the remaining provisions. The parties will use reasonable efforts to replace the severed provision with a valid provision that achieves a similar outcome.

24.8 Waiver

A failure or delay by a party to exercise any right or remedy under these Terms does not constitute a waiver of that right or remedy. A waiver is only effective if it is given in writing. No waiver of a breach of any provision constitutes a waiver of any subsequent breach of that or any other provision.

24.9 Relationship

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment or agency relationship between the parties.

24.10 Third-party rights

These Terms do not confer any rights on any third party. A person who is not a party to these Terms may not enforce any provision of these Terms.

24.11 Electronic acceptance

You agree that clicking to accept these Terms, checking a box, or otherwise electronically indicating your agreement constitutes a valid and binding acceptance of these Terms to the same extent as a handwritten signature.

25. Contact details

For all enquiries, support requests and legal notices, please contact us using the details below.