Terms of Service

1. Agreement to Terms

By accessing, using, or purchasing any service from ClauseKey, wholly owned by Better Frameworks Pty Ltd (ABN XX XXX XXX XXX) ("we", "us", "our"), you ("User", "you", "your") agree to be legally bound by these Terms of Service. If you do not agree to these terms in their entirety, you must not use our service.

Your use of ClauseKey constitutes acceptance of these terms. By completing a purchase (whether subscription or per-report), you explicitly acknowledge that you have read, understood, and agree to be bound by these Terms of Service.

2. Description of Service

ClauseKey is an informational support tool that uses artificial intelligence to analyse NSW property contracts. The service:

• Provides AI-generated analysis of contract modifications and special conditions
• Highlights clauses that may warrant further review
• Generates reference reports for your own independent assessment

All outputs are provided for reference purposes only to assist you in conducting your own review. You remain solely responsible for all decisions regarding any property contract.

2.1 Geographic Scope

ClauseKey is designed specifically for New South Wales (NSW) property contracts. The service:

• Is optimised for the NSW Contract for Sale of Land and related documents
• References NSW-specific legislation, regulations, and conveyancing practices
• May not be suitable for contracts from other Australian states or territories, which have different legal requirements
• Should not be used for international property contracts

If you upload a contract from outside NSW, ClauseKey may still process it, but the analysis may be incomplete, inaccurate, or reference inapplicable laws. You acknowledge that using ClauseKey for non-NSW contracts is entirely at your own risk.

3. AI Technology Limitations

ClauseKey utilises artificial intelligence and machine learning technologies to generate analysis. By using this service, you acknowledge and accept that:

• AI-generated analysis may contain errors, omissions, or inaccuracies
• The AI may fail to identify risks, issues, or unusual clauses present in a contract
• AI outputs are not comprehensive and should not be considered exhaustive
• The technology has inherent limitations and cannot replicate human professional judgement
• AI systems may produce inconsistent results when analysing similar documents
• The AI has no legal qualifications, licensing, or professional accreditation

You must independently verify all AI-generated outputs. ClauseKey makes no representation that its analysis is complete, accurate, or suitable for any particular purpose.

3.1 Beta and Experimental Features

From time to time, ClauseKey may offer beta, preview, or experimental features ("Beta Features"). If you choose to use Beta Features, you acknowledge that:

• Beta Features are provided "as is" without any warranties whatsoever
• Beta Features may be incomplete, contain bugs, or produce unreliable results
• Beta Features may be modified, suspended, or discontinued at any time without notice
• We make no commitment that Beta Features will become generally available
• Additional disclaimers and limitations may apply to specific Beta Features
• Your use of Beta Features is entirely at your own risk

Beta Features are clearly identified as such in the interface. If you do not wish to use Beta Features, do not enable or access them.

4. No Legal Advice or Professional Relationship

By using ClauseKey, you acknowledge that:

• No solicitor-client, advisor-client, or professional relationship is created between you and ClauseKey
• ClauseKey assumes no duty of care to you regarding the outcome of any property transaction
• You must seek independent legal advice from a qualified solicitor or licensed conveyancer before signing any property contract
• Any reliance on ClauseKey outputs without obtaining independent professional advice is entirely at your own risk
• ClauseKey is not responsible for any decisions you make based on its analysis

We strongly recommend that you engage a qualified NSW solicitor or licensed conveyancer to review any property contract before you sign it, regardless of any analysis provided by ClauseKey.

5. User Accounts

To use ClauseKey, you must create an account. By creating an account, you agree to:

• Provide accurate, current, and complete information during registration
• Maintain and promptly update your account information
• Keep your login credentials secure and confidential
• Accept responsibility for all activities that occur under your account
• Notify us immediately of any unauthorised access or security breach
• Not share your account credentials with any third party

We reserve the right to suspend or terminate accounts that violate these terms or are used fraudulently.

6. Payments, Subscriptions, and No Refund Policy

By making a purchase, you acknowledge and agree that:

• No refunds will be provided for any subscription or per-report purchase under any circumstances
• No cooling-off period applies to purchases made through ClauseKey
• Subscription fees are charged in advance for the applicable billing period
• Subscriptions automatically renew unless cancelled before the renewal date
• Cancellation stops future billing but does not entitle you to a refund for the current period
• Report credits are consumed upon report generation and cannot be reversed or refunded
• You are responsible for cancelling your subscription if you no longer wish to use the service

All prices are in Australian Dollars (AUD) and include GST where applicable. We reserve the right to change pricing with reasonable notice to existing subscribers.

7. Document Upload and Data Handling

When uploading documents to ClauseKey, you represent and warrant that:

• You have the legal authority and right to upload the documents
• The documents do not infringe any third party's intellectual property or privacy rights
• You consent to ClauseKey processing the documents using AI technology
• You understand that documents may be processed by third-party AI service providers

Regarding your uploaded documents:

• You retain ownership of all documents you upload
• You grant ClauseKey a limited licence to process documents solely for the purpose of providing the service
• Documents are stored securely using industry-standard encryption
• Documents are retained for a period necessary to provide the service and are then deleted in accordance with our Privacy Policy
• We do not sell or share your documents except as required to provide the service or as required by law

7.1 Report Access and Retention

Regarding your analysis reports:

• Analysis reports are accessible via your dashboard for the duration of your active subscription
• You may download and export reports at any time while your subscription is active
• Upon subscription cancellation or expiry, you will have a 7-day grace period to export any reports you wish to retain
• After the 7-day grace period, your reports and uploaded documents will be permanently deleted in accordance with our Privacy Policy
• Once deleted, reports cannot be recovered
• We strongly recommend exporting any reports you wish to retain before your subscription ends

8. Privacy

Your privacy is important to us. Our collection, use, and disclosure of personal information is governed by our Privacy Policy, which forms part of these Terms of Service.

By using ClauseKey, you acknowledge that:

• You have read and accept our Privacy Policy
• We collect personal information necessary to provide the service, including your name, email, and uploaded documents
• Your data may be processed by third-party service providers, including AI providers located outside Australia
• We comply with the Privacy Act 1988 (Cth) and the Australian Privacy Principles
• You have rights to access, correct, and request deletion of your personal information

For full details on how we handle your personal information, please refer to our Privacy Policy.

9. Solicitor Referral Service

ClauseKey may offer a solicitor referral service that connects you with independent third-party solicitors or conveyancers. By using this referral service, you acknowledge and agree to the following:

9.1 Independent Relationship

• The referred solicitor or conveyancer operates independently of ClauseKey
• Any engagement, retainer, or professional relationship is solely between you and the referred professional
• ClauseKey has no control over, and accepts no responsibility for, the services provided by referred professionals
• ClauseKey does not guarantee the quality, suitability, or outcome of services provided by referred professionals
• You are responsible for conducting your own due diligence before engaging any referred professional

9.2 Referral Fees

Disclosure: ClauseKey may receive a referral fee, commission, or other consideration from solicitors or conveyancers when you engage their services through our referral service. This referral arrangement does not increase the cost of services to you and does not affect the independence of the referred professional's advice.

9.3 No Liability for Referred Services

ClauseKey shall not be liable for any acts, omissions, errors, negligence, misconduct, or breaches by any referred solicitor or conveyancer. Any complaints or disputes regarding the referred professional's services must be directed to that professional or the appropriate regulatory body (such as the Law Society of NSW or NSW Fair Trading).

9.4 Data Sharing for Referrals

If you request a referral, we may share your contact information and relevant contract details with the referred professional to facilitate their contact with you. See our Privacy Policy for details on how your information is shared.

10. Third-Party Services

ClauseKey uses third-party services to provide its functionality. These may include:

• AI and machine learning service providers for document analysis
• Cloud hosting and storage providers
• Payment processing services
• Authentication and security services

By using ClauseKey, you consent to your data being processed by these third-party providers as necessary to deliver our service. We select providers that maintain appropriate security and privacy standards, but we are not responsible for their acts or omissions.

11. Acceptable Use

You agree not to:

• Use the service for any unlawful purpose or in connection with fraudulent property transactions
• Upload documents you do not have the right to share or process
• Upload malicious files, viruses, or harmful content
• Attempt to gain unauthorised access to our systems or other users' accounts
• Resell, redistribute, or commercially exploit our service or reports without written permission
• Use automated systems, bots, or scripts to access the service excessively
• Reverse engineer, decompile, or attempt to extract the source code of our technology
• Use the service for competitive analysis or to develop a competing product
• Circumvent any access controls or usage limits

Violation of these terms may result in immediate account termination without refund.

12. Intellectual Property

ClauseKey and its original content, features, functionality, branding, and technology are owned by ClauseKey and are protected by Australian and international copyright, trademark, and other intellectual property laws.

12.1 AI-Generated Report Ownership

Regarding ownership of AI-generated analysis reports:

• You retain ownership of all documents you upload to ClauseKey
• You own the content of analysis reports generated from your documents for your personal or internal business use
• ClauseKey retains ownership of the underlying technology, algorithms, report templates, formatting, and methodologies used to generate reports
• You may share reports with trusted third parties (such as solicitors or advisors) using the built-in sharing functionality, subject to the terms in Section 13
• You may not commercially republish, resell, or distribute reports to the public without our written consent

Note: AI-generated content may have limitations on copyright protection under Australian law. We make no representations regarding the copyrightability of AI-generated outputs.

12.2 Feedback and Suggestions

If you provide ClauseKey with any feedback, suggestions, ideas, or recommendations regarding the service ("Feedback"), you agree that:

• ClauseKey may freely use, reproduce, modify, and incorporate your Feedback into the service without any obligation to you
• You grant ClauseKey a perpetual, irrevocable, royalty-free, worldwide licence to use your Feedback for any purpose
• You waive any rights you may have in such Feedback
• ClauseKey is under no obligation to implement any Feedback or to compensate you for it

13. Report Sharing

ClauseKey allows you to create shareable links to your analysis reports. By using this feature, you acknowledge and agree to the following terms.

13.1 Your Responsibility for Sharing

• You are solely responsible for deciding who to share reports with
• You should only share links with trusted recipients who have a legitimate need to view the report
• You are responsible for maintaining the confidentiality of share links you create
• If a share link is compromised or shared beyond intended recipients, you should revoke it immediately using your dashboard
• You must not share reports for any unlawful purpose

13.2 Third-Party Access

• Third parties may view, download, print, or further distribute the shared report
• Third parties may rely on the AI analysis without understanding its limitations
• ClauseKey cannot control how third parties use, interpret, or act upon shared reports
• You should inform recipients that the report is AI-generated and should not be relied upon without independent professional advice

13.3 Disclaimers Extend to Shared Reports

All disclaimers in these Terms of Service, including but not limited to:

• AI limitations and potential inaccuracies (Section 3)
• No legal advice or professional relationship (Section 4)
• Warranty disclaimers (Section 14)
• Limitation of liability (Section 15)

...apply equally to shared reports. However, ClauseKey cannot ensure that third-party recipients will see, read, or acknowledge these disclaimers. It is your responsibility to inform recipients of the limitations of AI-generated analysis.

13.4 No Liability for Third-Party Reliance

ClauseKey shall not be liable for any claims, damages, losses, or expenses arising from:

• A third party's reliance on a shared report
• A third party's decisions or actions based on shared report content
• Unauthorised access to shared links (whether through your disclosure, interception, or any other means)
• Further distribution of shared reports by recipients
• Any use of shared reports by persons other than the original user
• Claims by third parties who viewed shared reports

13.5 Indemnification for Sharing

You agree to indemnify, defend, and hold harmless ClauseKey against any and all third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from or related to your decision to share reports, including but not limited to claims by recipients who relied on AI-generated analysis contained in shared reports.

13.6 Link Expiry and Revocation

• Share links automatically expire after the selected period (7, 30, or 90 days)
• You can revoke share links at any time via your dashboard
• Revoked or expired links will no longer provide access to the report
• ClauseKey is not responsible for any copies of reports made by recipients before link expiry or revocation

13.7 Confidential Information

Shared reports may contain sensitive information from your uploaded contracts, including property addresses, financial details, and contractual terms. By creating a share link, you acknowledge that you are authorising the disclosure of this information to anyone who accesses the link. You must ensure you have the authority to share this information and that doing so does not breach any confidentiality obligations you may have.

14. Warranty Disclaimer

To the maximum extent permitted by law, ClauseKey is provided on an "AS IS" and "AS AVAILABLE" basis without warranties of any kind, whether express, implied, or statutory, including but not limited to:

• Implied warranties of merchantability or fitness for a particular purpose
• Warranties that the service will be uninterrupted, error-free, or secure
• Warranties that AI analysis will be accurate, complete, or identify all risks
• Warranties that the service will meet your specific requirements
• Warranties regarding the results obtained from use of the service

You use ClauseKey entirely at your own risk. We do not warrant that our analysis will identify all issues, risks, or unusual clauses in any contract.

15. Limitation of Liability

To the maximum extent permitted by applicable law:

• ClauseKey shall not be liable for any indirect, incidental, special, consequential, or punitive damages
• ClauseKey shall not be liable for any loss of profits, revenue, data, or business opportunities
• ClauseKey shall not be liable for any damages arising from your reliance on AI-generated analysis
• ClauseKey shall not be liable for any damages relating to property transactions, including failed purchases, financial losses, or contractual disputes
• ClauseKey shall not be liable for any errors, omissions, or inaccuracies in analysis reports

Liability Cap: In no event shall ClauseKey's total liability to you for all claims arising out of or relating to these terms or your use of the service exceed the total amount you paid to ClauseKey in the twelve (12) months immediately preceding the claim.

These limitations apply regardless of the legal theory upon which the claim is based, whether in contract, tort (including negligence), strict liability, or otherwise, and even if ClauseKey has been advised of the possibility of such damages.

16. Indemnification

You agree to indemnify, defend, and hold harmless ClauseKey, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• Your use of the service or any reliance on AI-generated analysis
• Your failure to obtain independent professional legal advice
• Any property transaction decisions you make
• Documents you upload to the service
• Your violation of these Terms of Service
• Your violation of any applicable law or regulation
• Any third-party claims related to your use of the service

17. Service Availability

We strive to maintain service availability but do not guarantee uninterrupted access. We reserve the right to:

• Perform scheduled or emergency maintenance
• Modify, suspend, or discontinue any aspect of the service
• Impose limits on certain features or restrict access

We shall not be liable for any service interruptions, downtime, or unavailability, regardless of cause.

18. Termination

We may suspend or terminate your account immediately, without prior notice, if:

• You breach any provision of these Terms of Service
• We suspect fraudulent, abusive, or unlawful activity
• Required by law or legal process
• We discontinue the service

Upon termination, your right to use the service ceases immediately. No refunds will be provided for any reason upon termination. Provisions of these terms that by their nature should survive termination shall survive, including ownership provisions, warranty disclaimers, indemnification, and limitations of liability.

19. Changes to Terms

We reserve the right to modify these Terms of Service at any time. We will notify users of material changes by posting the updated terms on our website and updating the "Last Updated" date.

Your continued use of ClauseKey after any changes constitutes acceptance of the modified terms. If you do not agree to the modified terms, you must stop using the service.

20. General Provisions

Severability: If any provision of these terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

Entire Agreement: These Terms of Service, together with our Privacy Policy, constitute the entire agreement between you and ClauseKey regarding the service and supersede all prior agreements and understandings.

Waiver: Our failure to enforce any right or provision of these terms shall not be considered a waiver of such right or provision.

Assignment: You may not assign or transfer these terms or your rights hereunder without our prior written consent. We may assign our rights and obligations without restriction.

20.1 Electronic Communications

By using ClauseKey, you consent to receive electronic communications from us. These communications may include:

• Transactional emails: Account confirmations, password resets, payment receipts, and report notifications
• Service communications: Important updates about your account, changes to the service, or security alerts
• Marketing communications: Product updates, newsletters, and promotional offers (you may opt out of these at any time)

You agree that all agreements, notices, disclosures, and other communications we provide electronically satisfy any legal requirement that such communications be in writing. You can manage your communication preferences in your account settings.

20.2 Force Majeure

ClauseKey shall not be liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from circumstances beyond our reasonable control, including but not limited to:

• Acts of God, natural disasters, pandemics, or epidemics
• War, terrorism, civil unrest, or government actions
• Power outages, internet or telecommunications failures
• Failure or unavailability of third-party services (including AI providers, cloud hosting, or payment processors)
• Cyberattacks, hacking, or distributed denial-of-service attacks
• Changes in applicable laws or regulations

In the event of a force majeure event, our obligations will be suspended for the duration of the event. If the event continues for more than 30 days, either party may terminate the agreement without liability.

20.3 Aggregate and Anonymised Data

You agree that ClauseKey may collect, compile, and use aggregate and anonymised data derived from your use of the service, provided that such data:

• Does not identify you or any individual personally
• Does not include the content of your uploaded contracts
• Cannot be reverse-engineered to identify specific users or documents

This aggregate data may be used to improve the service, generate benchmarks, produce industry insights, or for other legitimate business purposes. See our Privacy Policy for more details on how we handle your data.

21. Governing Law and Dispute Resolution

These Terms of Service are governed by and construed in accordance with the laws of New South Wales, Australia, without regard to conflict of law principles.

Any dispute arising out of or relating to these terms or the service shall be resolved as follows:

• Informal Resolution: You agree to first attempt to resolve any dispute informally by contacting us
• Jurisdiction: If informal resolution fails, any legal action shall be brought exclusively in the courts of New South Wales, Australia
• You consent to the exclusive jurisdiction and venue of such courts

22. Contact

For questions about these Terms of Service, contact us at: