Curonian Group
Curonian Group
This Software Licence Agreement (Agreement) is a binding contract between you (Customer, you) and Curonian Group Pty Ltd ACN 697 342 966 ABN 73 697 342 966 of New South Wales, Australia (Curonian, we, us, our). It governs your access to and use of the Vards AI desktop software and any related materials we provide (Software).
By installing, activating, or using the Software — or by clicking to accept this Agreement — you agree to be bound by it. If you are entering into this Agreement on behalf of an organisation, you warrant that you have authority to bind that organisation, and "Customer" means that organisation. If you do not agree to this Agreement, do not install or use the Software.
2.1 Subject to your compliance with this Agreement and payment of the Fees, Curonian grants you a non-exclusive, non-transferable, non-sublicensable, revocable licence during the Subscription Term to:
(a) install and run the Software on hardware controlled by you, within your own environment; and
(b) permit Authorised Users (up to the Seat Count) to use the Software for your internal business purposes.
2.2 The Software is licensed, not sold. Curonian retains all right, title, and interest in and to the Software, including all intellectual property rights.
3.1 The Tiers and corresponding Seat Counts and Fees are:
| Tier | Seats | Annual Fee (AUD, ex GST) |
|---|---|---|
| Solo | 1 | $490 |
| Boutique | up to 5 | $1,990 |
| Professional | up to 25 | $4,990 |
| Enterprise | custom | as agreed in an order form |
3.2 You are solely responsible for monitoring and enforcing compliance with the Seat Count within your organisation. The Software may include technical measures to assist with seat management, but the contractual obligation rests with you.
3.3 If your actual usage exceeds the Seat Count, you must promptly upgrade your Tier and pay the difference in Fees.
4.1 Curonian may offer a 14-day free trial of the Software. No payment or credit card details are required to commence a trial.
4.2 The trial licence terminates automatically at the end of the 14-day period unless you purchase a paid Tier before it expires.
4.3 During the trial, the Software is provided "as is" with no warranties of any kind. Sections 9 (Warranty disclaimer) and 10 (Limitation of liability) apply with full force during the trial.
5.1 You may use the Software only for your lawful internal business purposes and in accordance with this Agreement.
5.2 You must not, and must not permit any Authorised User or third party to:
(a) copy, modify, adapt, translate, or create derivative works of the Software, except as expressly permitted by law that cannot be excluded by contract;
(b) reverse engineer, decompile, or disassemble the Software, except to the extent expressly permitted by section 47D of the Copyright Act 1968 (Cth) or other non-excludable law;
(c) rent, lease, lend, sell, sublicense, distribute, or make the Software available to any third party as a service bureau or hosted offering;
(d) remove or obscure any proprietary notices in the Software;
(e) use the Software to develop a competing product;
(f) circumvent any licence-enforcement, activation, or technical-protection measures;
(g) use the Software in breach of any applicable law, including export controls, sanctions, privacy law, or AI-specific regulation;
(h) share Licence Keys outside the Customer's organisation, or permit more concurrent users than the Seat Count.
6.1 Self-hosted operation. The Software runs on hardware controlled by the Customer. The Customer is solely responsible for the procurement, configuration, security, patching, backup, and operation of that hardware and any networks, operating systems, and dependencies the Software relies upon.
6.2 Customer Data. All Customer Data resides in the Customer's own environment and/or the Customer's own AI Provider account. The Customer is solely responsible for:
(a) the content, accuracy, and legality of all Customer Data;
(b) the security, confidentiality, and backup of Customer Data;
(c) compliance with all laws applicable to the Customer Data, including the Privacy Act 1988 (Cth) and, where applicable, the Australian Privacy Principles, professional confidentiality obligations, and any client-engagement terms;
(d) obtaining all necessary consents from individuals whose personal information is processed using the Software.
6.3 Configuration of agents and outputs. The Customer is solely responsible for:
(a) how it configures any agents, prompts, system instructions, or automations within the Software;
(b) the data it inputs into the Software; and
(c) how it reviews, validates, relies on, or distributes any outputs generated by the Software or the AI Provider.
6.4 Authorised Users. The Customer is responsible for the acts and omissions of its Authorised Users as if they were the Customer's own.
7.1 The Software is designed to be used with an AI Provider of the Customer's choice, accessed via the Customer's own API credentials. Curonian does not supply AI inference services and is not a party to the contract between the Customer and the AI Provider.
7.2 The Customer is solely responsible for:
(a) establishing and maintaining its own account and commercial relationship with the AI Provider;
(b) complying with the AI Provider's terms of service, acceptable use policies, and any data-handling requirements;
(c) all charges levied by the AI Provider;
(d) the security of the Customer's API credentials.
7.3 Curonian has no visibility of, and no responsibility for, the content of any prompts, completions, or other data exchanged between the Software and the AI Provider.
8.1 The Software is self-hosted. Customer Data is not transmitted to, stored by, or accessible to Curonian.
8.2 For the avoidance of doubt, in supplying the Software, Curonian is not a "service provider", "data processor", "contracted service provider" or equivalent in respect of Customer Data, and does not "collect" or "hold" personal information of the Customer's clients or end users for the purposes of the Privacy Act 1988 (Cth). The Customer is the sole entity that collects, holds, uses, and discloses Customer Data.
8.3 The limited personal information Curonian does collect from the Customer (for example, billing contact details, licence-activation pings, and support correspondence) is handled in accordance with the Vards AI Privacy Policy.
8.4 Nothing in this clause limits the Customer's own obligations as an APP entity (where applicable) in respect of Customer Data.
9.1 AI-generated, may be unreliable. Outputs generated by the Software (whether produced by the Software itself or by an AI Provider acting through the Software) are produced by automated systems and may be incomplete, inaccurate, out of date, or misleading. Outputs may include "hallucinated" content that appears authoritative but is wrong. The Software does not guarantee the accuracy, completeness, currency, or reliability of any output. Any feature described as "cross-verification", "multi-model", "review", or similar is an aid to the Customer's own review and is not a guarantee of accuracy.
9.2 Not advice. Outputs are not financial product advice, investment advice, legal advice, tax advice, accounting advice, audit opinions, or any other form of professional advice, and must not be presented to clients or third parties as such without independent professional review by an appropriately qualified person. Nothing produced by the Software is a recommendation to acquire, dispose of, or hold any financial product.
9.3 Customer is a financial services / professional user. The Customer acknowledges that the Software is a general-purpose tool that may be used within regulated advice and other professional workflows, and that Curonian does not provide financial, investment, legal, tax, or other professional services, holds no Australian Financial Services Licence in connection with the Software, and is not acting as the Customer's adviser, agent, or authorised representative. The Customer is solely responsible for:
(a) reviewing, verifying, and validating all outputs before relying on them or providing them to clients;
(b) ensuring that its use of outputs complies with the Customer's professional and regulatory obligations, including any obligations imposed by AFSL conditions, the Corporations Act 2001 (Cth), the Tax Agent Services Act, the Legal Profession Uniform Law, the rules of any applicable professional body, or applicable professional standards, in each jurisdiction in which the Customer operates.
9.4 Disclaimer the Customer must surface. Where the Customer distributes, or permits its Authorised Users to distribute, any output to a client or third party, the Customer is responsible for ensuring that the output carries an appropriate disclaimer to the effect that it is an AI-generated draft for informational purposes only, is not financial, investment, legal, tax, or other professional advice, and must be reviewed and verified before being relied upon.
10.1 To the maximum extent permitted by law, the Software is provided "as is" and "as available", with all faults, and Curonian disclaims all warranties, conditions, representations, and guarantees, whether express, implied, statutory, or otherwise, including any warranty of merchantability, fitness for a particular purpose, accuracy, reliability, non-infringement, or uninterrupted or error-free operation.
10.2 Australian Consumer Law. Certain consumer guarantees may apply under the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) and cannot be excluded. Nothing in this Agreement excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred by the Australian Consumer Law that cannot be excluded, restricted, or modified by agreement.
10.3 To the extent the Australian Consumer Law applies and permits Curonian to limit its liability for breach of a consumer guarantee, Curonian's liability is limited, at its option, to:
(a) for goods: replacement of the goods, supply of equivalent goods, repair, payment of the cost of replacement or repair; or
(b) for services: re-supplying the services or paying the cost of having the services re-supplied.
11.1 Subject to clause 10.2, to the maximum extent permitted by law:
(a) Curonian is not liable to the Customer or any third party for any indirect, incidental, special, consequential, exemplary, or punitive loss or damage, or for any loss of profit, revenue, goodwill, business opportunity, anticipated savings, data, or use, however arising and whether or not foreseeable;
(b) Curonian's total aggregate liability to the Customer arising out of or in connection with the Software or this Agreement (whether in contract, tort (including negligence), under statute, or otherwise) in any 12-month period is capped at the Fees actually paid by the Customer to Curonian under this Agreement in the 12 months immediately preceding the event giving rise to the claim.
11.2 Each party must take reasonable steps to mitigate any loss it suffers.
11.3 The Customer indemnifies Curonian against any third-party claim arising from (a) Customer Data, (b) the Customer's configuration or use of the Software, (c) any output the Customer or its Authorised Users distribute or rely upon, or (d) any breach by the Customer of clauses 5, 6, or 7.
12.1 The Customer must pay the Fees applicable to its Tier annually in advance. All Fees are in Australian dollars and exclusive of GST unless stated otherwise. GST will be added where applicable.
12.2 Payments are processed by a third-party payment processor (Stripe Payments Australia Pty Ltd). The Customer authorises Curonian and its payment processor to charge the Customer's nominated payment method for the Fees.
12.3 No refunds. All Fees are non-refundable, except where a refund is required by law (including under the Australian Consumer Law). Cancelling part-way through a Subscription Term does not entitle the Customer to a refund of any portion of the Fees.
12.4 Auto-renewal. Unless either party gives written notice of non-renewal at least 30 days before the end of the Subscription Term, the Agreement automatically renews for a further 12-month term at Curonian's then-current list price for the Tier. Curonian will give the Customer at least 30 days' advance notice of any Fee increase taking effect on renewal.
12.5 Overdue amounts may attract interest at the rate prescribed under rule 36.7 of the Uniform Civil Procedure Rules 2005 (NSW), calculated daily from the due date until paid.
13.1 This Agreement starts on the earlier of the date the Customer accepts it and the date the Customer first installs or uses the Software, and continues for the Subscription Term and any renewal term, until terminated under this clause.
13.2 Either party may terminate this Agreement for cause by written notice if the other party materially breaches the Agreement and fails to remedy the breach within 14 days after receiving written notice describing the breach. Curonian may terminate immediately by written notice if the Customer (a) becomes insolvent, (b) breaches clause 5 (Restrictions), or (c) uses the Software in a manner that exposes Curonian to legal or regulatory risk.
13.3 On termination or expiry:
(a) the Customer's licence to use the Software ends, the Licence Key is deactivated, and the Customer must cease all use of the Software and uninstall it;
(b) accrued payment obligations survive;
(c) clauses 1, 5.2, 6, 8.2, 9, 10, 11, 12.3, 13.3, 14, 15, and 16, and any clause that by its nature should survive, survive termination.
14.1 Each party must keep confidential, and use only for purposes of this Agreement, any non-public information disclosed by the other party that is marked or reasonably understood to be confidential. This obligation does not apply to information that is publicly known through no fault of the recipient, independently developed, or required to be disclosed by law.
15.1 This Agreement is governed by the laws of New South Wales, Australia.
15.2 The parties submit to the exclusive jurisdiction of the courts of New South Wales, Australia (sitting in Sydney) and the courts competent to hear appeals from them.
15.3 Before commencing court proceedings (other than for urgent injunctive relief), the parties must first attempt in good faith to resolve any dispute through senior-level negotiation within 14 days, and failing that, by mediation administered by the Resolution Institute under its Mediation Rules. Each party bears its own costs and shares the mediator's costs equally.
16.1 Notices. Notices must be in writing and sent to the email address nominated by each party (for Curonian: legal@curoniangroup.com, and by post to 2/39 Dover Road, Rose Bay NSW 2029, Australia).
16.2 Assignment. The Customer may not assign or novate this Agreement without Curonian's prior written consent. Curonian may assign or novate to a related body corporate or in connection with a sale of its business.
16.3 Entire agreement. This Agreement is the entire agreement between the parties about its subject matter and supersedes prior agreements, representations, and understandings.
16.4 Variation. Curonian may update this Agreement on 30 days' written notice to the Customer. If the Customer reasonably objects to a material change, the Customer's sole remedy is to terminate the Agreement with effect from the date the change takes effect and receive a pro rata refund of prepaid Fees for the unexpired portion of the Subscription Term.
16.5 Severance. If any provision of this Agreement is held unenforceable, the remaining provisions remain in full force.
16.6 No waiver. A failure or delay in exercising a right is not a waiver of that right.
16.7 No partnership. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.
16.8 Force majeure. Neither party is liable for any failure to perform (other than payment obligations) to the extent caused by events beyond its reasonable control.