Curonian Group
Curonian Group
These terms are a contract between you and Curonian Group Pty Ltd (ACN 697 342 966, ABN 73 697 342 966), a company registered in New South Wales, Australia, of 2/39 Dover Road, Rose Bay NSW 2029 (Curonian, we, us, our). They cover every way of using Vards AI: the desktop app, Vards AI on your own server, the hosted service run by us, and the Vards AI Chrome extension. They are the only terms for Vards AI. Short notices inside the app point here.
This summary helps you find your way around. The full terms below are what apply.
1.1 Accepting these terms. You accept these terms when you tick or click to agree to them: on our website, when you start a trial, join the beta or buy a plan, or in the app or installer. If you do not agree, do not install, open or use Vards AI.
1.2 Using Vards AI for an organisation. If you accept these terms for a firm, company or other organisation, you confirm that you are authorised to bind it. "You" and "Customer" then mean that organisation. If you use Vards AI for your own business as a sole practitioner, "you" means you.
1.3 Which document wins. If documents conflict, they apply in this order:
(a) the Standard Contractual Clauses or UK Addendum, where Schedule 1 brings them in, on the matters they cover;
(b) an Order signed by both of us, but only where it expressly says it changes these terms;
(c) Schedule 1 (Data Processing Terms), on matters about personal data;
(d) these terms;
(e) any other Order.
1.4 Authorised Users. An Authorised User who joins your account agrees, when they accept these terms in the app, to follow clauses 7, 8.5 and 14.3 while using Vards AI. That does not make them a party to the rest of these terms. In particular, they are not personally responsible for your fees, the indemnity in clause 18 or your other obligations as the Customer.
Authorised User means an individual (your employee, partner, principal or contractor) whom you allow to use Vards AI under your account.
AI Provider means a third-party company whose AI models Vards AI connects to (for example Anthropic, OpenAI, Google, xAI, DeepSeek, Mistral, Groq or Perplexity). A model you run on your own computer or server is a Local Model, not an AI Provider.
Connected Service means a third-party service you connect to Vards AI with your own account, for example Gmail, Google Calendar, Google Drive, Microsoft 365 or Outlook, Xero, Twilio, Stripe, or a REST or other connector.
Customer Data means the data, documents, files, messages, prompts, conversations, recordings, transcripts, settings and other content that you or your Authorised Users put into Vards AI or create with it, including Output.
Desktop App means the Vards AI application for Windows, installed on computers you control.
Own Server means the Vards AI server software that you install and run on a server or cloud account you control, where your Order includes it.
Self-managed Editions means the Desktop App and Own Server.
Hosted Service means Vards AI run by us for you at vardsai.curoniangroup.com, or another address we tell you.
Extension means the Vards AI extension for Google Chrome.
Software means the Desktop App, Own Server software, Hosted Service and Extension, with their updates and documentation.
Order means the plan you choose and what we confirm for it, including the price, currency, number of Authorised Users and term. It may be our online checkout, a quote, an invoice or a signed order form.
Output means content produced by the Software or by an AI Provider or Local Model through the Software.
Subscription Term means the paid period in your Order (usually 12 months from the start of the paid plan) and each renewal period.
Privacy Policy means our privacy policy at https://curoniangroup.com/privacy.
3.1 Vards AI lets your firm set up AI agents that chat, draft, research, read and send email, keep client records, projects, invoices, time, calendars and documents, use a knowledge base, use phone and SMS, and work with meeting transcripts. Some of these features depend on Connected Services that you set up.
3.2 You can use Vards AI as a Self-managed Edition, as the Hosted Service, or both, as your Order allows. The Extension works with either.
4.1 Licence. Subject to these terms, we give you a non-exclusive, non-transferable licence for the Subscription Term, trial or beta period, to:
(a) install and run the Desktop App and, if your Order includes it, the Own Server software, on computers and servers you control;
(b) access and use the Hosted Service, if your Order includes it;
(c) install and use the Extension; and
(d) let your Authorised Users, up to the number in your Order or the number we set for the trial or beta, do the same,
for your business purposes. After the Subscription Term, trial or beta period ends, the licence continues only for the limited use that clauses 5.4 and 20 allow. If a payment is overdue, clause 19.2 says what we may do.
4.2 Work for your clients is allowed. Your business purposes include using Vards AI to provide your own services to your clients, for example preparing their documents, correspondence, records and invoices. They do not include reselling Vards AI, giving third parties their own access to it, or running it as a service for others (see clause 7).
4.3 Copies. You may make the copies needed to install, run and back up the Software under this licence.
4.4 We may suspend or end this licence only as clauses 19 and 21 allow.
4.5 Ownership. The Software is licensed, not sold. We and our licensors keep all rights in it. Third-party open-source components are licensed under their own licences, which are listed in the Software.
5.1 Plans and users. Your Order sets out your plan and how many Authorised Users it includes. Each Authorised User is a named individual. A login must not be shared between people. If you need more Authorised Users, you can upgrade your plan.
5.2 Free trial. We may offer a free 14-day trial. You do not need to give payment details to start one. A trial ends after 14 days unless you buy a paid plan. It never turns into a paid plan unless you choose one. One trial is allowed per firm unless we agree otherwise.
5.3 Free beta. From November 2026 we are running a free beta of Vards AI for businesses. If you join it:
(a) it is free, and we will not charge you anything unless you separately choose a paid plan;
(b) it runs for the period we tell you when you join. We will give you at least 14 days' email notice before it ends, unless we have to end it sooner for a security or legal reason;
(c) beta features may change, may contain more errors than a finished release, and may be removed. Please keep your own copies of anything important;
(d) you can stop using the beta at any time; and
(e) when the beta ends, clause 5.4 applies as if it were the end of a trial.
5.4 When a trial, beta or paid term ends without renewal:
(a) Self-managed Editions: everything keeps working for 7 days. After that the Software becomes read-only: you can still open, view and export your data, but agents do not run. Your data stays on your computers, and we do not delete it. If we end your licence under clause 19.3, or your licence key is refused because it was revoked or shared outside your organisation, the 7 days do not apply and the Software becomes read-only straight away. You can still open, view and export your data.
(b) Hosted Service: clause 20.2 applies.
6.1 Price. You pay the fees in your Order, in the currency shown in your Order, annually in advance unless your Order says otherwise.
6.2 Tax. Curonian is not registered for GST and does not charge GST. If we become required by law to register for GST or to collect any other tax on your purchase, we will show the tax and the total before you pay or before your plan renews. Your bank or card provider may charge you currency conversion or transaction fees. Those fees are not ours.
6.3 Payment. Payments are processed by Stripe. You authorise us and Stripe to charge your chosen payment method for the fees in your Order and for each renewal under clause 6.4. If a payment fails, we will tell you. If it is still unpaid 14 days after we tell you, we may suspend your access under clause 19.2.
6.4 Renewal. A paid plan renews automatically for another Subscription Term of the same length, unless you turn renewal off. You can turn renewal off at any time before the renewal date, in the app's billing settings where available or by emailing us at the address in clause 24.1. The plan then ends at the end of the current Subscription Term. At least 30 days before each renewal we will email you the renewal date, the price, and how to turn renewal off. If the price for your plan is going up, the new price applies only from a renewal, and that email will show it.
6.5 Refunds. Fees are not refundable if you simply change your mind or stop using Vards AI part-way through a Subscription Term. We will refund the prepaid fees for the unused part of the Subscription Term if:
(a) you end these terms because we materially breached them and did not fix the breach (clause 19.4);
(b) we end your plan or stop providing the Software for a reason that is not your breach (clauses 19.5 and 21.2);
(c) you end these terms because of a change under clause 21.4 or an event under clause 24.4;
(d) the law requires a refund, including the Australian Consumer Law; or
(e) another clause of these terms provides for a refund (for example clause 24.2 or Schedule 1, S2(d)).
You must not, and must not let anyone else:
(a) copy, modify, adapt or translate the Software, except as clause 4.3 allows;
(b) reverse engineer, decompile or disassemble the Software, except where the Copyright Act 1968 (Cth) or another law gives you a right to do so that cannot be excluded by agreement;
(c) sell, rent, lend, sublicense or distribute the Software, give access to anyone other than your Authorised Users, or run it as a service for others;
(d) remove proprietary notices from the Software;
(e) get around licence checks, user limits or security measures;
(f) share licence keys or logins outside your organisation;
(g) use the Software's code, design or our confidential information to build a competing product;
(h) use the Software to break any law, infringe anyone's rights, send spam, harass anyone, or create or spread malicious code;
(i) try to access other customers' data or interfere with the Hosted Service or its security; or
(j) use the Software in breach of the terms of an AI Provider or Connected Service you use with it.
8.1 Accounts and devices. You are responsible for your Authorised Users' logins and API keys, and for the security of your own computers, networks and accounts. You are also responsible for what your Authorised Users do in Vards AI, as if you had done it.
8.2 Self-managed Editions. You are responsible for the computers and servers you run the Self-managed Editions on, including their operating system, network, security and backups. The Desktop App keeps a daily local backup, keeping the last 7, but you should also keep your own backups.
8.3 Your data and the law. You are responsible for:
(a) having the right to use the Customer Data you put into Vards AI;
(b) having a lawful basis for collecting, using and sharing personal information through Vards AI, giving the notices the law requires, and getting consent where the law requires it;
(c) complying with the privacy, confidentiality, professional and record-keeping duties that apply to your business. These may include the Privacy Act 1988 (Cth), the Privacy (Tax File Number) Rule 2015, the EU GDPR or UK GDPR, other privacy laws, and your professional rules and client engagement terms; and
(d) deciding which data may be sent to which AI Providers and Connected Services.
8.4 Setting up your agents. You decide how your agents are set up: their instructions, the tools and Connected Services they can use, and whether their emails, messages and other actions wait for a person to approve them first. Approval is a setting you control. It is not required by default for every action. You are responsible for choosing settings that suit your firm.
8.5 Messages and calls. When your agents send emails, texts or messages, or make or record calls, they do it through your own accounts and on your behalf. You are responsible for the content and recipients, and for complying with the laws that apply to them. These include anti-spam laws such as the Spam Act 2003 (Cth), overseas messaging rules, and laws about recording calls or meetings and telling people they are being recorded.
9.1 Your choice of provider. You choose the AI Providers and models your agents use. We do not supply AI Provider access or API keys. Every AI Provider your agents use is connected with your own account and API key with that provider.
9.2 Their terms apply. Your use of an AI Provider or Connected Service is governed by your contract with them. You are responsible for following their terms and for their charges. Their services, prices and data practices may change. We are not responsible for them.
9.3 What providers may do with your data. When an agent uses an AI Provider, the content it works on is sent to that provider. The provider may store it, may process it in other countries (for example the United States or China), and, depending on its terms and your account settings, may keep or use it. Check each provider's terms before you send client information. A Local Model avoids sending content to an external AI Provider for model processing. Connected Services and other tools your agents use may still send data outside your computers.
9.4 Privacy Shield. The optional Privacy Shield replaces names, numbers and similar details with placeholders on your own computer or server before content goes to an external AI Provider. It runs only with the Desktop App or your Own Server, not on the Hosted Service. It reduces what a provider sees. It does not guarantee that every identifying detail is caught, and it does not by itself make a disclosure lawful.
9.5 Google data. When you connect a Google account, information Vards AI receives from Google APIs is used and transferred in line with the Google API Services User Data Policy, including its Limited Use requirements. The Privacy Policy explains how.
9.6 Our part. We are responsible for how our Software connects to AI Providers and Connected Services. We are not responsible for those services themselves, or for outages or changes on their side.
10.1 Agents can take actions with the tools and accounts you give them, for example drafting and sending emails, updating records or creating invoices. Check what your agents may do, and use approvals where an error would matter.
10.2 With the Extension, a person can ask an agent about a web page. The Extension reads a page only when the person presses "Use this page". It then sends the page's title, its address (without the part after "?" or "#") and its visible text. It does not send what is typed into fields, hidden text or password fields. If allowed, agents can also work in that person's own Chrome, as that person, but only on sites the person has allowed and only in tabs the agent opened. The Extension refuses password, payment and identity fields. It talks only to your own Vards AI installation (the Desktop App or your Own Server) or your Hosted Service account, collects no analytics, and stores its connection details on the person's computer. You are responsible for which sites you allow, and for following those sites' terms.
10.3 Guided setup. When you connect some services, the Extension can show you each step on the service's own website, or, where we offer it, carry out the steps for you in your own Chrome ("Do it for me"). We offer "Do it for me" only for services whose terms we have checked and which, as we read them, allow it. We can withdraw it for any service at any time. It works only in your signed-in session. It stops before any sign-in or password, and leaves for you any step that accepts terms, pays, deletes something, changes a security setting or sends something. You stay responsible for your account with that service and for following its terms, as if you had carried out the steps yourself.
11.1 You own your Customer Data. As between you and us, you keep all rights in your Customer Data and Output. We do not promise that Output can be protected by copyright, or that no one else could produce similar Output.
11.2 What we may do with it. You let us host, copy, transmit and process Customer Data only as needed to provide the Software and support to you, keep it secure, and comply with the law. We will not sell Customer Data, use it to train AI models, use it for advertising, or disclose it to other customers.
11.3 Self-managed Editions. Customer Data is stored on your computers or servers, in an encrypted database. We do not receive, host or have access to it in the ordinary course. We receive only:
(a) what the licence check needs: your licence key (which contains the email address it was issued to) and, when you start a trial, the email address you enter, plus the IP address any internet connection reveals;
(b) crash reports, only if you have turned on "Always send" or press "Send to Vards" for a particular crash. Crash reports are pseudonymous and do not include message content; and
(c) anything you choose to send us, for example in a support request. Customer Data you send us or show us for support is handled under Schedule 1.
The Privacy Policy gives the details.
11.4 Hosted Service. Customer Data is stored in an encrypted database on servers in Sydney, Australia, provided to us by Fly.io. Backups are described in clause 12.2. We process Customer Data on your behalf as your service provider. Schedule 1 applies to the personal information in it.
11.5 Data that leaves Vards AI. In every edition, Customer Data that your agents send to AI Providers, Connected Services or recipients leaves Vards AI. It is then handled under those parties' terms (clause 9).
11.6 Support access. We will look at Customer Data in the Hosted Service only:
(a) with your permission, to help with a support request;
(b) where needed to keep the Hosted Service secure or working; or
(c) where the law requires it.
For data that Vards AI received from Google APIs, a person at Curonian will read it only as the Google API Services User Data Policy allows: with the relevant user's agreement for specific items, where necessary for security purposes such as investigating abuse, to comply with the law, or in aggregated and anonymised form for our internal operations.
12.1 Security. We will use reasonable technical and organisational measures to protect Customer Data in the Hosted Service. These include encryption at rest and in transit, access controls and the measures listed in Schedule 1.
12.2 Backups. Our host, Fly.io, takes a snapshot of the Hosted Service's storage every day. Each snapshot is currently kept for 5 days. Fly.io keeps these snapshots under its own arrangements, which may store them outside Sydney. Backups are for restoring the service. They do not replace your own exports.
12.3 Availability. We will use reasonable efforts to keep the Hosted Service available, and to give notice of planned maintenance where we can. We do not promise that it will be uninterrupted or error-free.
12.4 Security incidents. If we become aware of a security incident that leads to the accidental or unlawful destruction, loss or alteration of, or unauthorised disclosure of or access to, your Customer Data in the Hosted Service, we will tell you without undue delay, and we aim to do so within 48 hours. We will give you the information we have, so you can meet your own duties (for example under the Notifiable Data Breaches scheme or the GDPR). We will also take reasonable steps to contain the incident.
13.1 Our Privacy Policy explains how we handle personal information about you and your Authorised Users, such as account, billing, licence, support and crash report information.
13.2 For the Hosted Service, and for Customer Data you send us for support, Schedule 1 forms part of these terms. It covers the personal information we process on your behalf, and includes terms for customers subject to the EU GDPR, the UK GDPR or California privacy law.
14.1 Output can be wrong. AI Output is produced automatically. It may be incomplete, out of date, inaccurate or invented, even when it looks authoritative. Features such as cross-checking, peer review or verification help your own review. They do not guarantee that Output is accurate.
14.2 We do not give advice. Curonian does not provide financial, investment, legal, tax, accounting, audit or other professional services. We do not hold an Australian financial services licence. We are not your adviser, agent or authorised representative. Output is not advice or a recommendation from us.
14.3 You review before you rely on it. Before Output is relied on, or given to a client or anyone else, a person at your firm with the right skills must review it.
(a) Unreviewed Output must not be presented as verified professional advice.
(b) Work you adopt after review becomes your own work. You are responsible for it, and for meeting your professional and regulatory duties, wherever you practise.
(c) You are responsible for telling clients that AI was used, where the law, your professional rules or your client arrangements require it.
15.1 Apart from your Customer Data, all rights in the Software, our websites and our documentation belong to us or our licensors.
15.2 If you give us suggestions or feedback, we may use them freely without paying you. We will not identify you or disclose your Customer Data when we do.
16.1 Your statutory rights. Nothing in these terms excludes, restricts or changes any right, remedy or guarantee you have under the Australian Consumer Law, or any other law, that cannot lawfully be excluded, restricted or changed (Non-excludable Rights). Every other clause is subject to this one. A business can be a "consumer" under the Australian Consumer Law, for example depending on the price paid.
16.2 Limiting remedies where the law allows. Vards AI is business software, not something ordinarily bought for personal, domestic or household use. Where section 64A of the Australian Consumer Law allows it, our liability for failing to meet a consumer guarantee is limited, at our option, to:
(a) for goods (including software): replacing or repairing them, supplying equivalent goods, or paying the cost of doing so; and
(b) for services: supplying them again, or paying the cost of having them supplied again.
This does not apply where it would not be fair or reasonable for us to rely on it.
16.3 What we promise. We will provide the Software with reasonable care and skill, and it will work substantially as its documentation describes. Beyond that and your Non-excludable Rights, and to the extent the law allows, we make no other promises about the Software, including that it will be error-free, uninterrupted or fit for a purpose we have not agreed in writing. This applies to the trial and beta too, as far as the law allows.
17.1 Losses neither party is liable for. To the extent the law allows, neither party is liable to the other for:
(a) loss of profit, revenue, business, goodwill, opportunity or anticipated savings; or
(b) loss that does not arise naturally from the breach or event, in the usual course of things.
17.2 Data loss. For the Self-managed Editions, you are responsible for keeping appropriate backups (clause 8.2). For the Hosted Service, if Customer Data is lost or corrupted because we breached these terms, we will restore it from our most recent backup at our cost. In either case, our liability for loss or corruption of Customer Data caused by our breach of these terms or our negligence falls within clauses 17.3 and 17.5.
17.3 Cap. To the extent the law allows, each party's total liability to the other under or in connection with these terms is limited to the greater of:
(a) the fees paid and payable by you for the 12 months before the event giving rise to the first claim; and
(b) US$500.
This applies whether the claim is in contract, tort (including negligence), under statute or otherwise. It is one limit for all claims together, not a limit per claim.
17.4 What the limits do not cover. Clauses 17.1 to 17.3 do not limit:
(a) Non-excludable Rights;
(b) liability for fraud, or for deliberate wrongdoing;
(c) liability for death or personal injury caused by negligence;
(d) your obligation to pay fees due under your Order; or
(e) liability for infringing the other party's intellectual property rights, including by copying, distributing or reverse engineering the Software in breach of clause 7(a) to (d) or (g).
17.5 Each party's share. Each party's liability is reduced to the extent the other party, or its personnel, caused or contributed to the loss, including by not keeping backups it was responsible for. Each party must take reasonable steps to reduce its loss.
18.1 You will compensate us for reasonable losses and costs we incur from a claim by a third party, to the extent the claim arises from:
(a) Customer Data, or your instructions to the Software, that infringe someone's rights or break the law;
(b) messages, calls or other actions you or your agents send or take through the Software in breach of law; or
(c) your use of the Software in breach of clause 7.
18.2 You do not have to compensate us to the extent the claim arose from our breach of these terms, our negligence or our deliberate wrongdoing.
18.3 To rely on this clause, we must:
(a) tell you about the claim promptly;
(b) let you control its defence and settlement, at your cost; and
(c) give you reasonable help.
We must not admit liability or settle the claim without your consent. You must not settle it in a way that requires us to do or admit anything without our consent. Neither of you may unreasonably withhold consent.
18.4 This clause is subject to clause 17.
19.1 You can end these terms at any time, by turning off renewal (clause 6.4) or by telling us in writing. If you tell us in writing, your plan ends at the end of the current Subscription Term, or earlier if you ask. Clause 6.5 says when a refund is due.
19.2 Suspension. We may suspend all or part of your access, but only as far and for as long as reasonably necessary, if:
(a) your use poses a serious security risk to the Software or other customers;
(b) your use is unlawful, or we are legally required to suspend it; or
(c) fees are still unpaid 14 days after we told you about a failed payment.
We will tell you why, beforehand if we reasonably can, or otherwise promptly afterwards. While a suspension lasts, you can still export your Customer Data, unless that would continue the risk or breach the law.
19.3 Ending for breach. Either party may end these terms by written notice if the other materially breaches them and does not fix the breach within 14 days after receiving written notice describing it. If a breach cannot be fixed, the notice can take effect immediately, for example deliberate sharing of licence keys outside your organisation, or serious unlawful use.
19.4 Refund if you end for our breach. If you end these terms under clause 19.3, clause 6.5(a) applies.
19.5 Ending without your fault. We may end your plan for any other reason by giving you at least 90 days' written notice. Clause 6.5(b) then applies.
19.6 Insolvency. Either party may end these terms by written notice if the other becomes insolvent, but only where the law allows it.
20.1 Self-managed Editions. Clause 5.4(a) applies. You may keep using the read-only Software to view and export your Customer Data, but not for any other purpose.
20.2 Hosted Service.
(a) For 30 days after your plan, trial or beta ends, you can still sign in to view and export your Customer Data, or ask us for an export. During that time you may use the Hosted Service only for that purpose.
(b) Within 30 days after that period ends, we will delete your Customer Data from the live Hosted Service. It will then be removed from our backups as they expire in the normal backup cycle (clause 12.2).
(c) If you ask us in writing, we will delete it sooner.
(d) We may keep data that the law requires us to keep. We will keep it secure and use it only for that purpose.
20.3 What continues after the end. Clauses 6.5, 11, 14, 15, 16, 17, 18, 20, 22, 23 and 24, Schedule 1 for as long as we hold Customer Data, clause 4.1 for the limited use clauses 5.4 and 20 allow, and any other clause that by its nature should continue, continue after these terms end. So do any payment obligations that arose before the end.
21.1 Software changes. We improve Vards AI and may change its features. During a paid Subscription Term, we will not make a change that materially reduces the core functions of your plan, unless the law, a security need or a change by an AI Provider or Connected Service requires it.
21.2 Stopping the Software. If we stop providing the Software or the Hosted Service, we will give you at least 90 days' notice and refund prepaid fees for the unused period. For the Hosted Service, clause 20.2 also applies.
21.3 Changes to these terms. We may change these terms by giving you at least 30 days' notice by email and in the app. A change that would materially disadvantage you during a paid Subscription Term takes effect only from your next renewal, unless the law or a security need requires it sooner. Changes that do not disadvantage you, such as clearer wording or new optional features, may take effect sooner.
21.4 If you do not accept a change. If a change to these terms materially disadvantages you, or a change under clause 21.1 materially reduces the core functions of your plan during a paid Subscription Term, you may end these terms by written notice before the change takes effect, or within 30 days after we tell you about it. We will then refund prepaid fees for the unused part of your Subscription Term.
21.5 Versions. The current version of these terms, and its date, is always available at https://curoniangroup.com/terms. Each version is also kept at its own address (for example https://curoniangroup.com/terms/2.0), and we will give you a copy of any earlier version on request.
22.1 Each party must keep the other's confidential information confidential, and use it only for the purposes of these terms. Confidential information includes your Customer Data, and our non-public information about the Software.
22.2 A party may disclose confidential information:
(a) to its personnel, advisers and subprocessors who need it for these terms and are bound by similar confidentiality duties; or
(b) where the law requires it, after giving the other party notice where the law allows.
22.3 This clause does not apply to information that is public through no fault of the recipient, that the recipient already had or developed independently, or that it received lawfully from someone else.
23.1 Talk first. If a dispute arises, either party may give the other written notice of it. Both will then try in good faith to resolve it for 14 days. After that, either party may propose mediation by the Resolution Institute under its mediation rules, held by video unless both agree otherwise, with the mediator's fees shared equally. This clause does not stop either party from:
(a) seeking urgent court orders;
(b) making a complaint to a regulator; or
(c) bringing a claim in a tribunal or small claims court where the law allows.
23.2 Governing law. These terms are governed by the law of New South Wales, Australia.
23.3 Courts. The courts of New South Wales, and the courts that hear appeals from them, have exclusive jurisdiction, except where a law that applies to you does not allow this choice to be made.
23.4 Your local law. Nothing in this clause takes away any protection that the law of the place where you are based gives you and that cannot be excluded by agreement.
24.1 Notices. We will send notices to the email address on your account. You can send notices to us at legal@curoniangroup.com, or by post to 2/39 Dover Road, Rose Bay NSW 2029, Australia. Email is enough. An email notice is treated as received at 9 am (Sydney time) on the next business day in Sydney after it is sent, unless the sender receives a delivery failure message.
24.2 Transfer. You may not transfer these terms without our written consent, which we will not unreasonably withhold. We may transfer these terms to a company that takes over our business or the Software, if it agrees to be bound by them. We will tell you if we do. If you reasonably object, you may end these terms and receive a refund of prepaid fees for the unused part of your Subscription Term.
24.3 Subcontractors. We may use subcontractors, including the subprocessors in Schedule 1. We remain responsible for what they do for us under these terms.
24.4 Events beyond control. Neither party is liable for a delay or failure caused by events beyond its reasonable control, other than paying money. If such an event stops us providing the Software for more than 30 days in a row, either party may end these terms by notice. Clause 6.5(c) then applies.
24.5 Entire agreement. These terms (with Schedule 1 and your Order) are the whole agreement between us about Vards AI. They replace earlier agreements and statements about it. This does not exclude liability for fraudulent statements or Non-excludable Rights.
24.6 Severance. If any part of these terms is unenforceable, it is read down or removed only as much as needed. The rest continues.
24.7 No waiver. Not enforcing a right straight away does not mean giving it up.
24.8 Relationship. These terms do not create a partnership, joint venture, agency or employment relationship.
24.9 No third-party rights. Only you and we have rights under these terms. The exception is the third-party beneficiary rights that the Standard Contractual Clauses give to the people whose data they protect.
Curonian Group Pty Ltd, 2/39 Dover Road, Rose Bay NSW 2029, Australia
Email: legal@curoniangroup.com
Privacy Policy: https://curoniangroup.com/privacy
This Schedule applies when we process personal information (or "personal data") on your behalf: in the Hosted Service, and in Customer Data that you send us or show us to get support for any edition. Personal information about you and your Authorised Users that we handle for our own purposes, such as accounts, billing, licences, the administration of support requests, and crash reports, is covered by the Privacy Policy, not this Schedule.
S1.1 You decide why and how the personal information in your Customer Data is processed. We process it on your behalf.
(a) Under the EU GDPR or UK GDPR, you are the controller (or a processor acting for your clients) and we are your processor (or sub-processor).
(b) Under the Australian Privacy Act 1988 (Cth), we hold it as your service provider.
(c) Under California privacy law, we are your service provider.
S1.2 AI Providers and Connected Services that you choose and connect with your own accounts receive data on your instructions, under your own contracts with them. They are not our subprocessors.
We will:
(a) Instructions. Process the personal information only on your documented instructions. These terms and your use and settings of the Hosted Service are your instructions. We may also process it where the law requires us to, and we will tell you first unless the law forbids it. We will tell you if we believe an instruction breaks the GDPR or UK GDPR.
(b) Confidentiality. Ensure that anyone we authorise to process it is bound to keep it confidential.
(c) Security. Keep it secure, using the measures in Annex B.
(d) Subprocessors. Use only the subprocessors in Annex C.
(e) People's requests. Help you, taking into account the nature of the processing, to respond to people exercising their rights (for example access, correction, deletion or export). The Software's own export and erasure tools are the main way we do this. If we receive a request directly, we will pass it to you and will not answer it ourselves, other than to tell the person we have done so, unless the law or your instructions require otherwise.
(f) Your other obligations. Help you, as far as reasonable and using the information we have, with security, breach notification, data protection impact assessments and consultations with regulators.
(g) Incidents. Notify you of a personal data breach as clause 12.4 describes.
(h) End of service. Return or delete the personal information at the end of the service, as you choose, as clause 20.2 describes, unless the law requires us to keep it.
(i) Information and audits. Give you the information reasonably needed to show that we comply with this Schedule. We will allow audits, and contribute to them, by you or an auditor you appoint, who is bound by confidentiality. Audits are on reasonable notice, at most once a year unless a regulator requires more, after a breach, or where you have reasonable grounds to believe we are not complying with this Schedule, and at your cost. We may first answer by providing written information and documents.
Where California privacy law applies to you, we will not:
(a) sell or share the personal information;
(b) keep, use or disclose it for any purpose other than providing the Hosted Service to you (or another purpose that law allows), or outside our direct business relationship with you; or
(c) combine it with personal information we receive from others, except as that law allows.
We process the personal information only for the limited and specified business purpose of providing the Hosted Service and support to you, as described in Annex A. We will comply with the obligations that apply to us under that law and provide the same level of privacy protection it requires. You may take reasonable and appropriate steps to ensure that we use the personal information in a way that is consistent with your obligations under that law, and, on notice, to stop and remediate any unauthorised use. We will tell you if we can no longer meet these obligations.
S4.1 The Hosted Service stores data in Australia. To the extent you transfer personal data to us that is subject to the EU GDPR, the EU Standard Contractual Clauses (Commission Implementing Decision (EU) 2021/914) are available for that transfer, and no other transfer mechanism applies, those clauses form part of these terms, as follows:
(a) Modules: Module Two (controller to processor) where you are a controller, and Module Three (processor to processor) where you are a processor.
(b) Clause 7 (docking clause) does not apply.
(c) Clause 9: option 2 (general written authorisation) applies, with the notice period in S2(d). Annex C of this Schedule is the agreed list of subprocessors.
(d) Clause 11: the optional wording does not apply.
(e) Clause 13: the competent supervisory authority is: (i) if you are established in an EU Member State, the authority of that Member State; (ii) if you are not, but have appointed a representative under Article 27(1) of the GDPR, the authority of the Member State where your representative is established; or (iii) if you are not established in the EU and do not have to appoint a representative, the authority of the Member State where the people whose data is transferred are located, as the Standard Contractual Clauses provide.
(f) Clauses 17 and 18: Irish law and the courts of Ireland.
(g) Annexes I and II are completed by Annexes A and B of this Schedule. Annex III is not needed, because Annex C is the agreed list under Clause 9.
S4.2 For transfers subject to the UK GDPR, the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses (version B1.0) issued by the UK Information Commissioner and in force from 21 March 2022 forms part of these terms.
(a) Tables 1 to 3 are completed with the information in S4.1 and this Schedule.
(b) In Table 4, the importer may end the Addendum as its Section 19 allows.
S4.3 If a regulator or court requires a different or updated transfer mechanism, or the mechanism in S4.1 or S4.2 is not available for a transfer, the parties will agree in good faith to put an appropriate one in place.
| Subprocessor | What it does | Where |
|---|---|---|
| Fly.io, Inc. | Hosting of the Hosted Service servers and storage, and daily storage snapshots | Servers and storage in Sydney, Australia. Snapshots are kept by Fly.io, which may store them outside Australia. Fly.io, Inc. is a United States company. |
| Plus Five Five, Inc. (trading as Resend) | Sending account emails to your Authorised Users, such as invitations, email verification and password resets. These contain the person's name and email address and your firm's name. | United States |