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Telemus AI™ Terms and Conditions

  1. Disclaimer
  1. Please note the Platform and the information contained on the Platform (including any artificial intelligence generated recommendations, information or data insights made available to you) (Insights) are provided for general information purposes only, and on an “as is” basis. The Insights are intended only to provide general information on the data uploaded by you, and we make no representation that any information produced by the Platform is accurate or up-to-date. If you choose to make use of the Insights, you do so at your own risk. To the extent permitted by law, we do not assume any responsibility or liability, and you waive and release us from all responsibility or liability, arising from or connected with your use or reliance on the Insights provided by the Platform. It is your sole responsibility to determine the accuracy, suitability, reliability and usefulness of the Platform and the Insights provided by the Platform. We recommend you seek domain expertise from a qualified professional (for example an engineering professional in the relevant field) to verify the accuracy, suitability, reliability and usefulness of the Insights produced by the Platform
  1. Introduction
  1. These terms and conditions (Terms) are entered into between Telemus AI™ Pty Ltd (ABN 27 656 528 415) (we, us or our) and you, together the Parties and each a Party.
  2. We provide a cloud-based, software as a service platform where businesses can generate insights about their data through our artificial intelligence platform (Platform).
  3. In these Terms, you means the person or entity registered with us as an Account holder. If you are using the Platform on behalf of your employer or a business entity, you, in your individual capacity, represent and warrant that you are authorised to act on behalf of your employer or the business entity and to bind the entity and the entity’s personnel to these Terms.
  1. Acceptance and Platform Licence
  1. You accept these Terms by clicking “I accept”.
  2. We may amend these Terms at any time, by providing written notice to you. By continuing to use the Platform after the notice or 30 days after notification (whichever date is earlier), you agree to the amended Terms. If you do not agree to the amendment, you may terminate your Account by sending an email to the email address below.
  3. We may use Amazon Serverless API and certain Google APIs . Your use of Platform is subject to Amazon and Google’s Terms of Service.
  4. Subject to your compliance with these Terms, we grant you and your Authorised Users a personal, non-exclusive, royalty-free, revocable, worldwide, non-transferable licence to use our Platform in accordance with these Terms.  All other uses are prohibited without our prior written consent.
  5. When using the Platform, you and your Authorised Users must not do or attempt to do anything that is unlawful or inappropriate, including:
  1. anything that would constitute a breach of an individual’s privacy (including uploading private or personal information without an individual's consent) or any other legal rights;
  2. using the Platform to defame, harass, threaten, menace or offend any person;
  3. tampering with or modifying the Platform (including by transmitting viruses and using trojan horses);
  4. using data mining, robots, screen scraping or similar data gathering and extraction tools on the Platform; or
  5. facilitating or assisting a third party to do any of the above acts.
  1. Telemus AI™ Beta Platform
  1. We agree to provide you and your Authorised Users with access to the Platform, the support services as detailed in this section, and any other services we agree to provide as set out in your Account.
  2. You acknowledge and agree that the Platform supplied under these Terms is provided while we are beta testing the Platform, and as such you agree:
  1. that the Platform is provided to trial the functionality only;
  2. that we may make changes to the Platform (including amending any features and performing updates and fixes) at any time and without your consent;
  3. that the Platform is for evaluation purposes only;
  4. that the Platform may be subject to additional terms and conditions (which if applicable, will be provided to you and that you must accept before you are provided with access to the Platform);
  5. that we make no commitments as to the Platform being available at all times;
  6. that we have no obligation to maintain, support, update, or provide error corrections for the Platform;
  7. that we may discontinue the Platform at any time at our sole discretion, and we reserve the right to never make the Platform generally available; and
  8. to:
  1. in a timely manner, cooperate and with us and provide us with all assistance, resources, data, people, information, facilities, access and documentation that is reasonably necessary to enable us to test and improve the Platform, as requested by us from time to time; and
  2. not disparage or otherwise make any unfavourable statements or comments regarding the Platform, us or our Personnel, either directly or by implication, verbally or in writing.
  1. To the maximum extent permitted by law:
  1. we will not be liable for, and you waive and release us from and against, any Liability caused or contributed to by, arising from or connected with the Platform; and
  2. the Platform is provided on an “as is” basis, is exclusive of any warranty whatsoever, and we expressly disclaim any warranties of merchantability or fitness for a particular purpose.  
  1. We agree to use our best endeavours to make the Platform available at all times. However, from time to time we may perform reasonable scheduled and emergency maintenance, and the Platform may be unavailable during the times we are performing such maintenance.
  2. You acknowledge and agree that the Platform may be reliant on, or interface with third party systems that are not provided by us (Third Party Services). To the maximum extent permitted by law, we shall have no Liability for any Third Party Services, or any unavailability of the Platform due to a failure of the Third Party Services.
  3. You acknowledge and agree that data loss is an unavoidable risk when using any software. To the extent you input any data into the Platform, you agree to maintain a backup copy of any data you input into the Platform.
  4. To the maximum extent permitted by law, we shall have no Liability to you for any loss or corruption of data, or any scheduled or emergency maintenance that causes the Platform to be unavailable.
  1. Accounts
  1. You must register on the Platform and create an account (Account) to access the Platform’s features. Each Authorised User will require a login that is linked to your Account in order to access the Platform.
  2. You must provide basic information when registering for an Account including your contact name and email address and you must choose a password.
  3. You may also register for an Account using your Google or other network account (Network Account). If you sign in to your Account using your Network Account, you authorise us to access certain information on your Network Account including but not limited to your current profile photo and other basic information.
  4. All personal information you and your Authorised Users provide to us will be treated in accordance with our Privacy Policy..
  5. You agree to provide and maintain up to date information in your Account and to not share your Account password with any other person. Your Account is personal and you must not transfer or provide it to others with the exception of your Authorised Users.
  6. You are responsible for keeping your Account details and your username and password confidential and you will be liable for all activity on your Account and any activity from one of your Authorised Users. Each Authorised User is responsible for keeping their login details confidential. You agree to immediately notify us of any unauthorised use of your Account.
  1. Authorised Users
  1. If set out in your Account, you may be permitted to invite a number of users to the Platform, who will be permitted to access and use the Platform under your Account (Authorised Users). We agree to provide you with the number of Authorised Users as set out in your Account.
  2. The Authorised Users will have permission to access certain features of the Platform and your Account, as detailed in your Account.
  3. You will ensure that each Authorised User complies with these Terms. You are responsible and liable for the acts or omissions of your Authorised Users.
  1. Your Obligations and Representations
  1. You agree:  
  1. to comply with these Terms and all applicable Laws;
  2. to provide all assistance, information, documentation, access, facilities and other things reasonably necessary to enable us to comply with our obligations under these Terms or at Law;
  3. to ensure all information provided to us is kept up-to-date and the email address you provide is valid and regularly checked;
  4. to make any changes to your Systems, such as System upgrades, that may be required to support the operation of the Platform;
  5. to ensure that any Systems used in connection with the Platform have all necessary approvals and comply with all Laws;
  6. that you have reviewed and understand these Terms (including our Privacy Policy), and that you (and your Authorised Users) will use the Platform in accordance with these Terms;
  7. to notify us of any breach or suspected breach of these Terms by you (or an Authorised User), within 48 hours of becoming aware or any such breach or suspected breach; and
  8. that you are responsible for all Authorised Users and other users within your organisation or within your control using the Platform, including your Personnel.
  1. You acknowledge and agree that:
  1. the technical processing and transmission of the Platform, including Your Data, may be transferred unencrypted and involves transmissions over various networks; and changes to conform and adapt to technical requirements of connecting networks or devices;
  2. the Platform is provided to you and your Authorised Users, solely for you and your Authorised Users’ benefit and you will not (or you will not attempt to) disclose, or provide access to, the Platform to third parties without our prior written consent from us;
  3. any information, advice, material, work and services (including the Platform) provided by us under this Agreement does not constitute legal, financial, merger, due diligence or risk management advice;
  4. you will be responsible for the use of any part of the Platform by your Authorised Users and any other person you provide with access to the Platform, and you must ensure that no person uses any part of the Platform:
  1. to break any Law or infringe any person’s rights (including Intellectual Property Rights);  
  2. to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing or unwanted; or  
  3. in any way that damages, interferes with or interrupts the supply of the Platform; and
  1. you will not alter or modify the Platform in any way that is not contemplated by the purposes of the Platform.
  1. Warranties
  1. You represent, warrant and agree that:
  1. you will not use our Platform, including Our Intellectual Property, in any way that competes with our business;
  2. you will not use our Platform, including Our Intellectual Property, for political purposes (including, without limitation, political party campaigns) without written consent from us;
  3. there are no legal restrictions preventing you from entering into these Terms;  
  4. all information and documentation that you provide to us in connection with these Terms is true, correct and complete; and  
  5. you have not relied on any representations or warranties made by us in relation to the Platform (including as to whether the Platform is or will be fit or suitable for your particular purposes), unless expressly stipulated in these Terms.
  1. To the maximum extent permitted by law and subject to our obligations under the Australian Consumer Law, we do not make any representations or warranties in relation to the Platform unless expressly included in these Terms, including (without limitation):
  1. whether the Platform is or will be fit or suitable for your particular purposes;
  2. the Platform is complete, accurate, reliable, up-to-date and suitable for any particular purpose;
  3. that access to the Platform will be uninterrupted, error-free or free from viruses; or
  4. the Platform will be secure.
  1. We exclude all express and implied warranties, and all material, work and the Platform are provided to you without warranties of any kind, either express or implied, whether in statute, at law or on any other basis. Your use of the Platform is at your own risk.
  1. Our Intellectual Property
  1. You acknowledge and agree that any Intellectual Property or content (including copyright and trademarks) available on the Platform, the Platform itself, and any algorithms, artificial intelligence or machine learning models used on the Platform (Our Intellectual Property) will at all times vest, or remain vested, in us.
  2. We authorise you to use Our Intellectual Property solely for you to trial the Platform. You must not exploit Our Intellectual Property for any other purpose, nor allow, aid or facilitate such use by any third party. Use must be limited to Authorised Users on devices that are controlled or approved by you.
  3. You must not, without our prior written consent:
  1. copy, in whole or in part, any of Our Intellectual Property;
  2. reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any of Our Intellectual Property to any third party; or
  3. breach any intellectual property rights connected with the Platform, including (without limitation) altering or modifying any of Our Intellectual Property, downloading Our Intellectual Property, causing any of Our Intellectual Property to be framed or embedded in another website, or creating derivative works from any of Our Intellectual Property.
  1. This clause will survive the termination or expiry of these Terms.
  1. Your Data
  1. You own all data, information or content you and your Authorised Users upload into the Platform (Your Data), as well as any data or information output from the Platform using Your Data as input (Output Data). Note that Output Data does not include the Analytics (as described below).
  2. You grant us a limited licence to copy, transmit, store, backup and/or otherwise access or use Your Data and the Output Data to:
  1. communicate with you (including to send you information we believe may be of interest to you);
  2. supply the Platform to you and otherwise perform our obligations under these Terms;
  3. diagnose problems with the Platform;
  4. enhance and otherwise modify the Platform;
  5. perform Analytics;
  6. develop other services, provided we de-identify Your Data; and
  7. as reasonably required to perform our obligations under these Terms.
  1. You agree that you are solely responsible for all of Your Data that you and your Authorised Users make available on or through the Platform. You represent and warrant that:
  1. you are either the sole and exclusive owner of Your Data or you have all rights, licences, consents and releases that are necessary to grant to us the rights in Your Data (as contemplated by these Terms); and
  2. neither Your Data nor the posting, uploading, publication, submission or transmission of Your Data or our use of Your Data on, through or by means of our Platform will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
  1. You acknowledge and agree that we may monitor, analyse and compile statistical and performance information based on and/or related to your use of the Platform, in an aggregated and anonymised format (Analytics). You acknowledge and agree that we own all rights in the Analytics, and that we may use the Analytics for our own internal business purposes, provided that the Analytics do not contain any identifying information.
  2. We do not endorse or approve, and are not responsible for, any of Your Data.
  3. You acknowledge and agree that the Platform and the integrity and accuracy of the Output Data is reliant on the accuracy and completeness of Your Data, and the provision by you of Your Data that is inaccurate or incomplete may affect the use, output and operation of the Platform.
  4. This clause will survive the termination or expiry of these Terms.
  1. Confidential Information

  1. You agree we are providing the Platform to you as part of our trial process. As such, our Platform is not available publicly, and the existence of these Terms, your use of our Platform, the features, functionality, feedback, look, feel and effectiveness of the Platform is confidential and forms part of our Confidential Information.

  2. Each Receiving Party agrees:

  1. not to disclose the Confidential Information of the Disclosing Party to any third party;  
  2. to use all reasonable endeavours to protect the Confidential Information of the Disclosing Party from any unauthorised disclosure; and
  3. to only use the Confidential Information of the Disclosing Party for the purposes for which it was disclosed or provided by the Disclosing Party, and not for any other purpose.  

  1. The obligations in clause 11.1 do not apply to Confidential Information that:  

  1. is required to be disclosed in order for the Parties to comply with their obligations under this Agreement;  
  2. is authorised to be disclosed by the Disclosing Party;  
  3. is in the public domain and/or is no longer confidential, except as a result of a breach of this Agreement; or  
  4. must be disclosed by Law or by a regulatory authority, including under subpoena.  

  1. Each Party agrees that monetary damages may not be an adequate remedy for a breach of this clause 11.  A Party is entitled to seek an injunction, or any other remedy available at law or in equity, at its discretion, to protect itself from a breach (or continuing breach) of this clause 11.  

  2. This clause will survive the termination or expiry of these Terms.

  1. Privacy

  1. For the purposes of this clause, Personal Information and Sensitive Information have the meanings given in the Privacy Act 1988 (Cth), and also include any similar terms as defined in any other privacy law applicable to you.

  2. You must, and must ensure that your Authorised Users, at all times comply with the Australian Privacy Principles as set out in the Privacy Act 1988 (Cth) and any privacy or anti-spam Laws applicable to you in respect of all Personal Information collected, used, stored or otherwise dealt with under or in connection with this Agreement (Privacy Laws).

  3. Without limiting this clause 11, you must ensure that:

  1. you have collected, used, stored and otherwise dealt with Your Data in accordance with all Privacy Laws; and
  2. we are capable of collecting, using, storing and otherwise dealing with Your Data, in the manner contemplated by this Agreement, without infringing any third-party rights or violating any Privacy Laws.

  1. Without limiting this clause 11, you agree to only disclose Your Data, to the extent it contains Personal Information if:  

  1. you are authorised by Privacy Laws to collect the Personal Information and to use or disclose it in the manner required by this Agreement;  
  2. you have informed the individual to whom the Personal Information relates, that it might be necessary to disclose the Personal Information to third parties; and  
  3. where any Personal Information is Sensitive Information, you have obtained the specific consent to that disclosure from the individual to whom the Sensitive Information relates.  

  1. We agree to handle any Personal Information you provide to us, solely for the purpose of performing our obligations under this Agreement, and in accordance with any applicable Laws and our Privacy Policy.

  2. This clause will survive the termination or expiry of these Terms.
  1. Australian Consumer Law
  1. Certain legislation, including the Australian Consumer Law (ACL) in the Competition and Consumer Act 2010 (Cth), and similar consumer protection laws and regulations, may confer you with rights, warranties, guarantees and remedies relating to the provision of the Platform by us to you which cannot be excluded, restricted or modified (Consumer Law Rights).
  1. If the ACL applies to you as a consumer, nothing in these Terms excludes your Consumer Law Rights as a consumer under the ACL. You agree that our Liability for the Platform provided to an entity defined as a consumer under the ACL is governed solely by the ACL and these Terms.  
  2. Subject to your Consumer Law Rights, we exclude all express and implied warranties, and all material, work and services (including the Platform) are provided to you without warranties of any kind, either express or implied, whether in statute, at law or on any other basis.
  3. This clause will survive the termination or expiry of these Terms.
  1. Exclusions to liability
  1. To the maximum extent permitted by law, we will not be liable for, and you waive and release us from and against, any Liability caused or contributed to by, arising from or connected with:  
  1. any interruptions or downtime to the Platform as a result of any scheduled or emergency maintenance to the Platform;
  2. your Computing Environment;
  3. you or your Authorised Users acts or omissions;  
  4. any use or application of the Platform by a person or entity other than you, or other than as reasonably contemplated by this Agreement;  
  5. any works, services, goods, materials or items which do not form part of the Platform (as expressed in these Terms), or which have not been provided by us;  
  6. any Third-Party Inputs; and/or
  7. any event outside of our reasonable control (including a Force Majeure Event, and a fault, defect, error or omission in the Computing Environment or Your Data).
  1. Limitation of liability
  1. Despite anything to the contrary, to the maximum extent permitted by law:  
  1. you agree to indemnify us for any Liability we incur due to your breach of the Acceptance and Platform Licence clause and the Intellectual Property clause of these Terms;
  2. neither Party will be liable for Consequential Loss;
  3. each Party’s liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party or any of that Party’s personnel (including a Party’s Authorised Users), including any failure by that Party to mitigate its losses; and
  4. our aggregate liability for any Liability arising from or in connection with these Terms will be limited to us paying you the amount of $100.  
  1. This clause will survive the termination or expiry of these Terms.
  1. Termination
  1. Either Party may terminate this Agreement at any time by giving 14 days’ notice in writing to the other Party.
  2. These Terms will terminate immediately upon written notice by a Party (Non-Defaulting Party) if the other Party (Defaulting Party) breaches a material term of these Terms that breach has not been remedied within 5 Business Days of the Defaulting Party being notified of the breach by the Non-Defaulting Party.
  3. Should we suspect that you are in breach of these Terms, we may suspend your access to the Platform while we investigate the suspected breach.
  4. Upon expiry or termination of your Account:
  1. we will immediately remove your access to the Platform and your Account will be deleted;
  2. we will be entitled to permanently delete all Your Data within 1 month from expiry or termination of these Terms; and
  3. immediately return (where possible) or delete or destroy (where not possible to return), any of our property (including any of our confidential information and intellectual property) Termination of these Terms will not affect any rights or liabilities that a Party has accrued under it.  
  1. Termination of these Terms will not affect any rights or liabilities that a Party has accrued under it.
  1. General
  1. Assignment: Subject to the below clause, a Party must not assign or deal with the whole or any part of its rights or obligations under these Terms without the prior written consent of the other Party (such consent is not to be unreasonably withheld).
  2. Assignment of Debt: You agree that we may assign or transfer any debt owed by you to us, arising under or in connection with these Terms, to a debt collector, debt collection agency, or other third party.
  3. Disputes:  A Party may not commence court proceedings relating to a dispute without first meeting with the other Party to seek (in good faith) to resolve the dispute, failing which the Parties agree to engage a mediator to attempt to resolve the dispute. The costs of the mediation will be shared equally between the Parties. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.
  4. Entire Terms: Subject to your Consumer Law Rights, these Terms contains the entire understanding between the Parties and the Parties agree that no representation or statement has been made to, or relied upon by, either of the Parties, except as expressly stipulated in these Terms, and these Terms supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.
  5. Force Majeure: To the maximum extent permitted by law, we shall have no Liability for any event or circumstance outside of our reasonable control.
  6. Governing law: This Agreement is governed by the laws of Victoria.  Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in Victoria and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.  
  7. Notices: Any notice given under these Terms must be in writing addressed to us at the details set out below or to you at the details provided in your Account. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.
  8. Privacy: Each Party agrees to comply with the legal requirements of the Australian Privacy Principles as set out in the Privacy Act 1988 (Cth) and any other applicable legislation or privacy guidelines.
  9. Severance: If a provision of these Terms is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions in these Terms.
  1. Definitions
  1. Computing Environment means your computing environment including all hardware, software, information technology and telecommunications services and Systems.
  2. Confidential Information includes information which:
  1. is disclosed to the Receiving Party in connection with this Agreement at any time;
  2. is prepared or produced under or in connection with this Agreement at any time;
  3. relates to the Disclosing Party’s business, assets or affairs; or
  4. relates to the subject matter of, the terms of and/or any transactions contemplated by this Agreement,

whether or not such information or documentation is reduced to a tangible form or marked in writing as “confidential”, and howsoever the Receiving Party receives that information.

  1. Consequential Loss includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.
  2. Disclosing Party means the party disclosing Confidential Information to the Receiving Party.
  3. Force Majeure Event means any event or circumstance which is beyond a Party’s reasonable control including but not limited to, acts of God including fire, hurricane, typhoon, earthquake, landslide, tsunami, mudslide or other catastrophic natural disaster, civil riot, civil rebellion, revolution, terrorism, insurrection, militarily usurped power, act of sabotage, act of a public enemy, war (whether declared or not) or other like hostilities, ionising radiation, contamination by radioactivity, nuclear, chemical or biological contamination, any widespread illness, quarantine or government sanctioned ordinance or shutdown, pandemic (including COVID-19 and any variations or mutations to this disease or illness) or epidemic.
  4. Intellectual Property means any domain names, know-how, inventions, processes, trade secrets or confidential information; or circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing.
  5. Laws means all applicable laws, regulations, codes, guidelines, policies, protocols, consents, approvals, permits and licences, and any requirements or directions given by any government or similar authority with the power to bind or impose obligations on the relevant Party in connection with this Agreement or the provision of the Platform.
  6. Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a party to these Terms or otherwise.
  7. Personnel means, in respect of a Party, any of its employees, consultants, suppliers, subcontractors or agents, but in respect of you, does not include us.
  8. Receiving Party means the party receiving Confidential Information from the Disclosing Party.
  9. System means all hardware, software, networks, telecommunications and other IT systems used by a Party from time to time, including a network.

For any questions or notices, please Contact at:

Telemus AI™ Pty Ltd ABN 27 656 528 415

Email: support@telemus.ai

Last update: 20 January 2022

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