Terms of Service

Last updated: 1 June 2026

When you use any Neudash products or services, you are agreeing to these latest Terms of Service ("Terms"). Violation of these terms may, at our discretion, result in us terminating your account.

We may update these Terms at any time. If we make significant changes, we will refresh the date at the top of this page.

1. Overview

Neudash is an AI-powered platform, operated by Neudash Pty Ltd, that provides a suite of products and services including workflow automation, client and matter management, document collection and triage, and integrations with third-party professional software. Certain Services may be designed for use in regulated industries, including (without limitation) migration, legal, accounting, financial operations and healthcare. The specific features and functionality available to you will depend on the Service and subscription plan you have selected.

These Terms apply to you regardless of how you access the Services, including on our websites (such as neudash.com), desktop applications, mobile apps or other formats.

2. Definitions

"Company", "we", "our", or "us" in any of our policies or terms refers to Neudash Pty Ltd.

"Confidential Information" means all information that is designated as confidential or which would reasonably be considered confidential, but does not include information that:

  • was, prior to your entry into these Terms, in the lawful possession of the receiving party or was independently developed (without reference to the disclosing party's Confidential Information) by the receiving party or on its behalf;
  • is in the public domain otherwise than as a breach of the obligation of confidentiality; or
  • was legally and properly obtained by the receiving party from any other source without restriction on further disclosure.

"Customer Content" means all content, information, data and materials provided or uploaded by you to a Service.

"Indemnified Parties" means Neudash's affiliates, directors, officers, employees and agents, and the directors, officers, employees and agents of its affiliates.

"Output" means all output produced or generated by a Service.

"Personal Information" means:

  • "personal information" as defined in the Privacy Act 1988 (Cth);
  • "personal data" as defined in Regulation (EU) 2016/679 (the EU GDPR) or the EU GDPR as it forms part of the law of the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018 (the UK GDPR);
  • "personal information" as defined in the California Consumer Privacy Act of 2018 (Cal. Civ. Code § 1798.140), as amended by the California Privacy Rights Act of 2020 (CCPA); and
  • any information that constitutes "personal information", "personal data" or any equivalent term under any other applicable data protection or privacy law,

in each case, to the extent that such law applies to the processing of that information in connection with the Services.

"Services" refers to our websites, including neudash.com, and any product created and maintained by Neudash Pty Ltd, whether delivered within a web browser, desktop application, mobile application, or another format.

"Subscription Term" means, in respect of a paid Service, the initial term of your subscription to the Service and each subsequent renewal period. In respect of all other Services, the Subscription Term will be the period during which you hold an account with access to the relevant Service.

"you" or "your" refers to the people or organisations that own an account with one or more of our Services.

3. Artificial Intelligence Disclaimer

Artificial Intelligence ("AI") and machine learning are rapidly evolving fields of research. As a condition to using or accessing the Services, you acknowledge and agree to the following:

3.1 Basic understanding and responsibility

  • You acknowledge that by using or accessing a Service, you are interacting with an AI system.
  • AI systems are based on probabilistic models, which may result in misunderstandings or errors.
  • To the extent permitted by applicable law, we are not responsible for any misunderstandings or inaccuracies caused by AI.
  • Output results may contain a "Made with Neudash" watermark or other forms of identification, which are inherent components of the system and cannot be removed at this time.

3.2 User responsibilities

  • You are responsible for independently reviewing all Output.
  • You should exercise personal judgment before relying on Output.
  • You are fully responsible for monitoring and approving the use of Output.
  • You assume responsibility for any decisions, actions, or omissions based on Output.

You may only use the Services for lawful purposes and in accordance with these Terms. You must not use the Services for any unlawful, harmful or prohibited activity, including but not limited to activities that may:

  • violate any law or regulation;
  • exploit or harm others;
  • harass, threaten or incite violence;
  • share or distribute spam, malware, unsolicited messages or any illegal, obscene or sexually explicit content;
  • infringe intellectual property or privacy rights;
  • involve deceptive, fraudulent or misleading conduct;
  • adversely impact the availability of a Service or those offered by a third party;
  • create or pose a risk that can result in a denial of service attack on a Service or those offered by a third party;
  • bypass or attempt to circumvent any use limitations, billing triggers, security mechanisms or safety filters; or
  • create or participate in "jailbreak" or prompt-injection campaigns or other activities to evade model safeguards or other built-in safety, ethical or operational restrictions of a Service.

You must not, and must not permit anyone to:

  • copy, modify, reverse engineer, decompile, disassemble or create derivative works based on a Service or any part of a Service or attempt to do so;
  • sell, sublicense, distribute, transfer, or rent any or all of any Service provided by Neudash, grant non-users access to a Service or use the Service to provide a hosted or managed service for others; or
  • use a Service to develop any product or service that competes with or is materially similar to any Service.

Your use of the Service may involve the transmission of Personal Information to Neudash. Neudash will handle Personal Information in accordance with its Privacy Policy and all applicable data protection and privacy laws. Where the processing of your Personal Information is subject to the EU GDPR or the UK GDPR, such processing will also be governed by Neudash's Data Processing Addendum ("DPA"), which supplements these Terms and the Privacy Policy. For further details, see the "Security and Privacy" section.

3.3 Use in regulated and high-stakes domains

Certain Services may be used in domains that materially affect an individual's safety, rights or well-being, including (without limitation) migration and visa services, healthcare, access to essential public or private services, credit and insurance, employment and worker management, and legal and financial services. Where you use a Service in any such domain, you must ensure that:

  • no decision that produces legal effects or similarly significantly affects an individual is taken or executed based solely on automated processing through the Services without meaningful human oversight;
  • a qualified person with the authority, competence and time to review, challenge and override any Output is involved in each such decision before it takes effect; and
  • you comply with all applicable laws and professional standards governing the use of AI and automated decision-making in the relevant domain.

Notwithstanding the foregoing, you must not under any circumstances use a Service for any purpose prohibited under Article 5 of the EU AI Act, or any other applicable law, including:

  • law enforcement or predictive policing;
  • social scoring or social credit systems;
  • real-time biometric identification in publicly accessible spaces; or
  • exploitation or manipulation of individuals through subliminal, deceptive or manipulative techniques.

Breach of this clause is a material breach entitling Neudash to terminate the account immediately.

You must not use a Service to create, promote or publish fake or false reviews or other engagement with a third party.

You must not use a Service to create, promote or publish false or misleading information with the intent to harm a third party.

3.4 Inherent limitations of AI functionality

You acknowledge that the Service is subject to the following limitations inherent to AI technologies:

  • Outputs may contain errors or inaccurate information.
  • AI lacks creative thinking and may produce repetitive or formulaic content.
  • AI may struggle to understand subtle nuances in language, including slang and cultural references.
  • AI cannot understand or express emotions like humans.
  • AI outputs may perpetuate biases present in its training data.
  • AI has limitations in performing complex reasoning and judgment tasks.
  • AI relies on large volumes of training data, and issues with training data quality can affect Output.

4. Account Terms

To access and use a Service, you must register for a Neudash account. Upon registration, Neudash will make the Service available during the Subscription Term, for the purposes permitted under these Terms only.

You may use our Services only if you warrant that you have the legal capacity to enter into a legally binding contract with us (and on behalf of your organisation as applicable), and only in compliance with these Terms and all applicable laws, rules, and regulations that apply to you.

To use our Services, you must be at least 18 years old. You represent and warrant that you are competent to agree to these Terms, or, if you are unable to form a binding contract under applicable law, you represent and warrant that (and you must not access the Services unless) your parent or legal guardian has permitted you to use the Service and concurrently agrees to these Terms and is responsible for your activity on our Services.

Our Services are not available to any users previously removed from accessing the Services, unless our duly authorised representative agrees otherwise in writing.

You are responsible for maintaining the security of your account and password. You are responsible for all content posted to and activity that occurs under your account, including content posted by and activity of any users in your account.

You must be a human. Accounts registered by "bots" or other automated methods are not permitted.

Your Neudash account grants you access to the services and functionality that we may establish and maintain from time to time. You may not use another user's Neudash account without such user's permission.

You should notify us immediately of any breach of security or unauthorised use of your Neudash account. Except to the extent caused by our fraud or wilful misconduct, we will not be liable for any loss caused by any unauthorised use of your Neudash account, or changes to your account settings, access and billing information as a result of access to your Neudash account by a third party.

5. Payment, Refunds, and Plan Changes

If you are using a free version of one of our Services, we do not ask you for your credit card or sell your data.

For paid Services that offer a free trial, we explain the length of trial when you sign up. After the trial period, you need to pay in advance to keep using the Service. Except where expressly stated otherwise in these Terms, all fees paid are non-refundable. If you do not pay, we will freeze your account and it will be inaccessible until you make payment. If your account has been frozen for a while, we will queue it up for auto-cancellation.

You are responsible for any taxes payable in addition to the fees we charge to use Neudash's services.

If you are upgrading from a free plan to a paid plan, we will charge your card immediately and your billing cycle (and Subscription Term for the paid plan) starts on the day of upgrade. For other upgrades or downgrades in plan level, the new rate starts from the next billing cycle.

We may suspend, withdraw or restrict the availability of all or any part of our Services from time to time for maintenance, business or operational purposes and we will use reasonable efforts to give advance notice of planned suspensions on our website.

6. Cancellation and Termination

A subscription to a paid plan will automatically renew, on the same plan, on the renewal date, unless the subscription is cancelled prior to the renewal date.

You are solely responsible for properly cancelling your subscription and/or closing your account via our website. An email or phone request to cancel your subscription or close your account is not automatically considered cancellation. Please contact our Support team at support@neudash.com if you do not receive an email confirming the cancellation of your subscription or the closure of your account, or if you need help cancelling your subscription or closing your account.

All of your content will be inaccessible from the Services immediately upon account closure, unless you have requested and completed export of your content prior to closure. If you do not export your content prior to account closure, the following deletion schedule applies: within 30 days, all content will be permanently deleted from active systems and logs; within 60 days, all content will be permanently deleted from our backups. We cannot recover this information once it has been permanently deleted. If you are subject to professional, regulatory or legal obligations that require you to retain records for a specified period, you are responsible for exporting and independently retaining your content before account closure.

We reserve the right to suspend or terminate your account and refuse any and all current or future use of or access to our Services for any reason at any time. Except where we reasonably believe that suspension, termination or refusal of use or access is necessary due to your breach of these Terms, we will provide reasonable prior notice. Suspension means you and any other users on your account will not be able to access the account or any content in the account. Termination will furthermore result in the deletion of your account or your access to your account, and the deletion of all content in your account. Where Neudash suspends or terminates your account under this clause, we will provide a pro-rata refund of any prepaid fees, except where we reasonably believe that suspension or termination is necessary due to your breach of these Terms.

Verbal, physical, written or other abuse (including threats of abuse or retribution) of a Company employee or officer will result in immediate account termination without refund.

7. Modifications to the Service and Prices

We reserve the right at any time to modify or discontinue, temporarily or permanently, any part of our Services with or without notice.

Sometimes we change the pricing structure for our products. If a change to the pricing structure of our products applies to existing customers, we will give at least 30 days' notice and will notify you via the email address on record. We may also post a notice about changes on our websites or the affected Services themselves.

8. Uptime

Your use of the Services is at your sole risk. We provide these Services on an "as is" and "as available" basis. We do not offer service-level agreements but do take uptime of our Services seriously.

We reserve the right to temporarily disable your account if your usage significantly exceeds the average usage of other customers of the Services. We'll reach out to the account owner before taking any action except in rare cases where the level of use may negatively impact the performance of the Service for other customers.

9. Security and Privacy

Neudash's collection, use, storage, disclosure and handling of Personal Information in connection with the Services is governed by its Privacy Policy, which is incorporated into these Terms by reference. You acknowledge that you have read and understood the Privacy Policy. In the event of any inconsistency between these Terms and the Privacy Policy in relation to the handling of Personal Information, the Privacy Policy will prevail.

You acknowledge that your use of the Services may involve the transmission, processing or storage of Personal Information by Neudash, including where you upload Customer Content containing such information (for example, by connecting your email account to the Services). Where your Customer Content contains Personal Information relating to third parties (for example, your employees, customers, contacts or other end users), you represent and warrant that:

  • you have obtained all necessary consents or have an appropriate lawful basis for transmitting that Personal Information to Neudash;
  • you have provided all required notices to the relevant individuals regarding the processing of their Personal Information by Neudash in connection with the Services; and
  • your transmission of that Personal Information to Neudash complies with all applicable data protection and privacy laws.

To the maximum extent permitted by applicable law, Neudash's liability for any loss of, unauthorised access to, or misappropriation of your Customer Content, including any Personal Information, is limited to the extent that such loss, access or misappropriation:

  • was directly caused by Neudash's failure to comply with its security obligations as described in the Privacy Policy; and
  • was not caused or contributed to by your breach of the warranties in this section, your failure to comply with these Terms, or any act or omission of a third party beyond Neudash's reasonable control.

For the avoidance of doubt, any liability of Neudash under this paragraph is subject to the Aggregate Liability Cap and the Exclusion of Consequential Loss set out in the "Liability and Remedies" section.

Where Neudash processes Personal Information contained in your Customer Content on your behalf and such processing is subject to the EU GDPR or the UK GDPR, the DPA applies automatically and is incorporated into these Terms by reference. You do not need to separately execute the DPA for it to take effect. By agreeing to these Terms, you agree to the DPA to the extent it applies to your use of the Services. In the event of any conflict between the DPA and these Terms in relation to the processing of Personal Information that is subject to the DPA, the DPA will prevail.

We take many measures to protect and secure your data through backups, redundancies and encryption. We enforce encryption for data transmission from the public Internet. There are some edge cases where we may send your data through our network unencrypted. Please refer to our Security Overview for full details.

We use third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Services. You can see a list of all subprocessors who handle personal data for our services.

10. CCPA Service Provider Terms

This section applies where and only to the extent that the CCPA applies to Neudash's processing of Personal Information contained in your Customer Content on your behalf.

To the extent that this section applies, Neudash is a "service provider" (as defined in Cal. Civ. Code § 1798.140(ag)) with respect to Personal Information contained in your Customer Content.

Neudash will not:

  • "sell" or "share" (as those terms are defined in the CCPA) any Personal Information received from or on behalf of you;
  • retain, use or disclose Personal Information for any purpose other than the business purposes specified in these Terms and the Privacy Policy, or as otherwise permitted by the CCPA;
  • retain, use or disclose Personal Information outside of the direct business relationship between Neudash and you; or
  • combine Personal Information received from or on behalf of you with personal information that Neudash receives from or on behalf of another person or that Neudash collects from its own interaction with individuals, except as permitted by the CCPA.

Neudash certifies that it understands the restrictions set out above and will comply with them.

You have the right to take reasonable and appropriate steps to help ensure that Neudash uses Personal Information in a manner consistent with your obligations under the CCPA. Neudash will comply with reasonable requests from you to verify Neudash's compliance with this section.

Neudash will notify you if it makes a determination that it can no longer meet its obligations under the CCPA with respect to Personal Information, and will provide you with a reasonable opportunity to take steps to stop and remediate any unauthorised use of Personal Information.

11. Confidential Information

Each party must not disclose Confidential Information of the other party to any person except to the extent required by law, to obtain professional advice on these Terms or with the written consent of the other party. Each party must take reasonable steps to prevent the unauthorised disclosure of Confidential Information.

We may disclose your Confidential Information to our employees, affiliates and contractors who require such information to provide the Services, provided that these employees, affiliates and contractors are required to keep your Confidential Information confidential.

12. Copyright and Content Ownership

You retain all rights, title and interest (including all intellectual property rights) in your Customer Content. You warrant that your Customer Content does not infringe the rights of any third party, including intellectual property rights (such as copyright) and privacy rights. You must not upload or post any such infringing content on the Services.

You grant us a non-exclusive, worldwide, royalty-free licence to use, reproduce, store, transmit, process and display your Customer Content solely for the purpose of providing the Services to you, for so long as such Customer Content is transmitted, processed or stored in a Service. We claim no ownership rights over your Customer Content.

Our site and Services may contain content provided by third parties. You acknowledge that such third parties retain all rights, title and interest in such content, including all intellectual property rights. You accept that third-party content may also be subject to additional terms of use and/or privacy policies.

We do not pre-screen content, but we reserve the right (but not the obligation) in our sole discretion to refuse or remove any content that is available via the Service.

The Company or its licensors own all rights, title and interest (including all intellectual property rights) in and to the Services, including all software, algorithms, machine learning models, artificial intelligence models, user interfaces, designs, text, graphics, images, data compilations, APIs, documentation and all other materials incorporated in or made available through the Services (collectively, the "Neudash IP"). You obtain no ownership rights in any Neudash IP as a result of your use of the Services or otherwise.

Except as expressly permitted under these Terms, you must not, and must not permit any third party to:

  • copy, reproduce, distribute, republish, download, display, post or transmit any Neudash IP in any form or by any means;
  • modify, adapt, translate or create derivative works based on any Neudash IP;
  • reverse engineer, disassemble, decompile or otherwise attempt to derive the source code, algorithms, model architecture, model weights, training data or any other underlying components of the Services or any machine learning or artificial intelligence model used in or by the Services;
  • use any automated means (including scraping, crawling, indexing, data mining or any similar technology) to access, extract, collect or store any Neudash IP, Outputs or other content from the Services, except to the extent that such automated access is expressly enabled by the Services (for example, through the API in accordance with the API Terms);
  • use the Services or any Neudash IP to train, fine-tune, improve, benchmark or evaluate any machine learning model, artificial intelligence model or algorithm, whether owned by you or any third party;
  • remove, alter, obscure or tamper with any copyright notice, trademark, watermark (including any "Made with Neudash" watermark) or other proprietary rights notice displayed on or within the Services or any Output; or
  • duplicate, copy or reuse any portion of the user interface, visual design, layout, look and feel, or any underlying code (including HTML, CSS and JavaScript) of the Services without the Company's prior written permission.

If you provide any suggestions, ideas, enhancement requests, recommendations or other feedback relating to the Services ("Feedback"), you acknowledge and agree that such Feedback is provided voluntarily and on a non-confidential basis, and you grant the Company a perpetual, irrevocable, non-exclusive, royalty-free, worldwide licence to use, reproduce, modify, create derivative works from, distribute and otherwise exploit such Feedback for any purpose, without attribution or compensation to you.

You must not use the Company's logos or any logos displayed as part of the Services for promotional purposes without our prior written consent. Please email us requests to use logos. We reserve the right to rescind any permissions if you violate these Terms.

12.1 Service improvement and model training

Neudash will not use your Customer Content (including any Outputs generated from your Customer Content) to train, fine-tune, improve or develop any machine learning model, artificial intelligence model or algorithm, whether owned or operated by Neudash or any third party. This commitment applies regardless of whether the Customer Content contains Personal Information.

Neudash uses third-party AI providers (including large language model providers) to deliver certain features of the Services. Customer Content may be transmitted to such providers for the sole purpose of generating Outputs as part of the Services. Neudash will not permit any third-party AI provider to use your Customer Content to train, fine-tune or improve that provider's own models or any third-party models, and will ensure that its agreements with such providers contain contractual restrictions to this effect.

Notwithstanding the foregoing, Neudash may use de-identified, anonymised and aggregated data derived from your use of the Services (including usage patterns, feature interaction data and performance metrics, but excluding any Customer Content from which you or any individual could reasonably be identified) for the purposes of improving, developing and enhancing the Services, conducting research and analysis, and generating benchmarking data. You acknowledge and agree that such de-identified and aggregated data does not constitute Customer Content, Personal Information or Confidential Information for the purposes of these Terms.

For the avoidance of doubt, nothing in this section transfers ownership of any Customer Content to Neudash, and the licence granted under these Terms to use Customer Content is limited to the purpose of providing the Services to you.

13. Services Adaptations and API Terms

We offer Application Program Interfaces (APIs) for some of our Services. Any use of the API, including through a third-party product that accesses the Services, is bound by these Terms in addition to the following specific terms:

  • You expressly acknowledge and agree that, to the extent permitted by the applicable law, we are not liable for any damages or losses resulting from your use of the API or third-party products that access data via the API.
  • Third parties must not access, use or employ the API if the relevant functionality is part of an application that remotely records, monitors, or reports a Service user's activity other than time tracking, both inside and outside the applications. The Company, in its sole discretion, will determine if an integration service violates this clause. A third party that has built and deployed an integration for the purpose of remote user surveillance will be required to remove that integration.
  • Abuse or excessively frequent requests to the Services via the API may result in the temporary or permanent suspension of your account's access to the API. The Company, in its sole discretion, will determine abuse or excessive usage of the API. If we need to suspend your account's access, we will attempt to warn the account owner first. If your API usage could cause or has caused downtime, we may cut off access without prior notice.

Some third-party providers have created integrations between our Services and theirs. To the extent permitted by the applicable law, we are not liable or accountable for any of these third-party integrations, or for any losses arising therefrom.

14. Disclaimer of Warranties

Nothing in this section excludes, restricts or modifies any guarantee, warranty, right or remedy implied or imposed by any legislation which cannot lawfully be excluded, restricted or modified. This includes, without limitation, the consumer guarantees under the Australian Consumer Law, the statutory rights of consumers under the Consumer Rights Act 2015 (UK), and any applicable consumer protection rights under the laws of any US state in which you are resident.

Subject to the foregoing, and to the maximum extent permitted by applicable law, the Services are provided on an "as is" and "as available" basis, without warranties of any kind, whether express, implied, statutory or otherwise, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title and non-infringement.

Without limiting the generality of the foregoing, Neudash does not warrant or represent that:

  • any Output, advice, information, result or content obtained through the use of the Services (including through the use of any automated or "autofix" feature) is accurate, reliable, correct, complete or fit for any particular purpose;
  • the Services are suitable for your purposes, or that the results obtained through the Services will meet your requirements; or
  • access to the Services or any content incorporated in the Services will be uninterrupted, timely, secure or error-free, or that any errors in the Services will be identified or rectified.

You acknowledge and agree that any reliance you place on any Output, result or content obtained through the Services is at your own risk. You are solely responsible for evaluating the accuracy, completeness and usefulness of any Output before acting on it, and for obtaining independent professional advice where appropriate. Without limiting the foregoing, if you use the Services in connection with the provision of healthcare, migration, legal, financial or other regulated professional services, you acknowledge that:

  • the Services do not constitute medical advice, legal advice, financial advice, migration advice or any other form of professional advice;
  • Outputs must be independently reviewed and validated by a professional before being relied upon or communicated to any patient, client or third party; and
  • you remain solely responsible for all professional obligations, regulatory compliance and duty-of-care requirements applicable to your use of the Services in your professional capacity.

Certain Services may be subject to additional product-specific terms, disclaimers or usage requirements published by Neudash from time to time ("Product-Specific Terms"). Where Product-Specific Terms apply to a Service, they will be made available to you before or at the time you first access the relevant Service, and are incorporated into these Terms by reference. In the event of any conflict between Product-Specific Terms and these Terms, the Product-Specific Terms will prevail to the extent of the conflict.

15. Indemnity

You agree to defend Neudash and the Indemnified Parties against any actual or potential claim or proceeding, and indemnify Neudash and the Indemnified Parties against any loss, costs, damages, liabilities and expenses, arising as a result of or in connection with your violation of these Terms, or your Customer Content.

16. Liability and Remedies

16.1 Remedies for non-conforming services

If the Services fail to conform to these Terms, our primary obligation will be, at our reasonable election in the circumstances, to:

  • re-perform the affected Services;
  • provide replacement credits equivalent to the credits consumed during the affected period; or
  • restore your access to the Services for an equivalent period,

in each case at no additional cost to you.

Where:

  • we have attempted to remedy the non-conformance and have not done so within 30 days from the date of your written notice of the non-conformance;
  • the non-conformance is of such a nature that re-supply would not be adequate to remedy your loss; or
  • we notify you that we are unable or unwilling to re-supply,

you will be entitled to a pro-rata refund of the fees attributable to the period during which the Services were non-conforming, calculated by reference to the portion of the relevant billing period during which the non-conformance persisted.

For the avoidance of doubt, any such refund will be calculated on a pro-rata basis by reference to the fees paid or payable by you for the affected Services during the relevant billing period only, and shall not entitle you to a refund of fees for any period during which the Services were performing in conformance with these Terms.

16.2 Aggregate Liability Cap

Subject to the "Uncapped Liabilities" paragraph below, our total aggregate liability to you under or in connection with these Terms (whether in contract, tort (including negligence), under statute or otherwise) shall not exceed the total fees actually paid by you to us in the 12-month period immediately preceding the event giving rise to the liability (the "Liability Cap").

For the avoidance of doubt, any credits, re-supply or refunds provided under the "Remedies for non-conforming services" paragraph above shall count towards (and not be in addition to) the Liability Cap.

16.3 Uncapped Liabilities

Nothing in these Terms shall limit or exclude either party's liability for:

  • death or personal injury caused by its negligence;
  • fraud or fraudulent misrepresentation;
  • any liability which cannot be limited or excluded by applicable law; or
  • the Customer's obligations under the "Indemnity" section.

16.4 Exclusion of Consequential Loss

To the maximum extent permitted by applicable law, neither party shall be liable to the other for any indirect, incidental, special, consequential or punitive damages, or any loss of profits, revenue, data, goodwill or business opportunity, however caused, whether in contract, tort (including negligence), under statute or otherwise, even if the party has been advised of the possibility of such damages.

16.5 Statutory rights savings

Nothing in these Terms is intended to exclude, restrict or modify any right or remedy, or any guarantee, warranty or other term or condition, implied or imposed by any legislation which cannot lawfully be excluded or limited. This includes, without limitation:

  • the consumer guarantees under the Australian Consumer Law;
  • the statutory rights of consumers under the Consumer Rights Act 2015 (UK), including the right to a price reduction or refund where digital content or a digital service does not conform to the contract and repair or replacement has not resolved the non-conformance; and
  • any applicable consumer protection rights under the laws of any US state in which you are resident.

If any term of these Terms is inconsistent with any right or remedy conferred on you by any legislation referred to above, that legislation shall prevail to the extent of the inconsistency.

To the extent that we are entitled to limit our liability under any such legislation, our liability is limited, at our option, to:

  • in the case of services, re-supplying the services or paying the cost of having the services re-supplied; and
  • in the case of goods, replacing the goods, supplying equivalent goods, or paying the cost of replacing the goods or of acquiring equivalent goods.

17. Governing Law, Jurisdiction and Dispute Resolution

17.1 Governing law

These Terms, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation, are governed by and construed in accordance with the laws of New South Wales, Australia, without giving effect to any choice or conflict of law provision or rule.

17.2 Jurisdiction

Subject to the following paragraphs, the parties irrevocably submit to the exclusive jurisdiction of the courts of New South Wales, Australia (and any courts of appeal from them) for the resolution of any dispute or claim arising out of or in connection with these Terms.

17.3 Consumers in the United Kingdom and European Economic Area

Nothing in these Terms shall deprive a consumer habitually resident in the United Kingdom or a member state of the European Economic Area of the protection afforded by the mandatory provisions of the consumer protection laws of their country of habitual residence. If you are such a consumer, you may bring proceedings in respect of these Terms in the courts of the country in which you are habitually resident, or, at your option, in the courts of New South Wales, Australia. Nothing in this clause affects our right to bring proceedings against you in the courts of the country in which you are habitually resident, or in any other court of competent jurisdiction.

17.4 Injunctive and other equitable relief

Notwithstanding anything to the contrary in this section, either party may seek injunctive or other equitable relief from any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of that party's intellectual property rights, Confidential Information or other proprietary rights, without any requirement to post a bond or other security.

18. General Provisions

Severability. If any provision of these Terms (or any part of a provision) is found by any court or competent authority to be invalid, illegal or unenforceable in any jurisdiction, that provision or part-provision shall, to the extent required, be deemed not to form part of these Terms in that jurisdiction, and the validity, legality and enforceability of the remaining provisions shall not be affected or impaired. Where a provision is found to be invalid, illegal or unenforceable, the parties agree that the court or authority shall modify the provision to the minimum extent necessary to make it valid, legal and enforceable while preserving as closely as possible its original commercial intent. If such modification is not possible under the applicable law, the provision shall be severed and the remaining Terms shall continue in full force and effect. For the avoidance of doubt, a finding of invalidity, illegality or unenforceability in one jurisdiction shall not affect the validity, legality or enforceability of that provision in any other jurisdiction.

Entire agreement. These Terms, together with the Privacy Policy, any DPA entered into under these Terms, and any other documents expressly incorporated by reference, constitute the entire agreement between you and us in relation to your use of the Services and supersede all prior or contemporaneous agreements, understandings, representations and warranties, whether written or oral, relating to the subject matter of these Terms. You acknowledge that you have not relied on any statement, representation, warranty, understanding, undertaking, promise or assurance of any person other than as expressly set out in these Terms. Nothing in this clause excludes or limits liability for fraud or fraudulent misrepresentation.

Force majeure. Neither party shall be liable for any failure or delay in performing its obligations under these Terms (other than any obligation to pay money) to the extent that such failure or delay is caused by circumstances beyond that party's reasonable control, including but not limited to:

  • natural disasters, epidemics, pandemics, fire, flood, earthquake or other acts of God;
  • war, terrorism, civil unrest, sanctions or embargoes;
  • strikes, lockouts or other industrial action (other than by that party's own employees or contractors);
  • failure, interruption or degradation of third-party services, infrastructure or telecommunications networks (including failures of third-party cloud hosting providers or third-party AI model providers used in the delivery of the Services);
  • government actions, orders, legislation or regulations (including any government-mandated restriction on AI services or data transfers); or
  • cyberattacks, distributed denial-of-service attacks or other malicious acts by third parties,

(each, a "Force Majeure Event").

The affected party must:

  • promptly notify the other party in writing of the Force Majeure Event and its expected duration;
  • use reasonable endeavours to mitigate the effects of the Force Majeure Event; and
  • resume performance of its obligations as soon as reasonably practicable after the Force Majeure Event ceases.

If a Force Majeure Event continues for a period of more than sixty consecutive days, either party may terminate these Terms by giving thirty days' written notice to the other party, in which case we will provide a pro-rata refund of any prepaid fees attributable to the period after the effective date of termination.

Notices. All notices, requests, consents and other communications required or permitted under these Terms must be in writing and shall be deemed to have been duly given: (i) when delivered personally; (ii) when sent by email, on the date the email is sent (provided the sender does not receive a delivery failure notification); or (iii) three (3) business days after being sent by registered or certified mail, postage prepaid, return receipt requested. Notices to us must be sent to support@neudash.com. Notices to you will be sent to the email address associated with your account. Either party may change its contact details for the purposes of this clause by providing written notice to the other party in accordance with this paragraph.

Waiver. No failure or delay by either party in exercising any right, power or remedy under these Terms shall operate as a waiver of that right, power or remedy, nor shall any single or partial exercise of any right, power or remedy preclude any other or further exercise of that right, power or remedy or the exercise of any other right, power or remedy. The rights and remedies provided under these Terms are cumulative and not exclusive of any rights or remedies provided by law.

Assignment. You may not assign, transfer, sub-licence or otherwise dispose of any of your rights or obligations under these Terms without the Company's prior written consent. The Company may assign, transfer or sub-licence any of its rights or obligations under these Terms without your consent, including in connection with a merger, acquisition, corporate reorganisation or sale of all or substantially all of its assets, provided that the assignee assumes all of the Company's obligations under these Terms.

If you have a question about any of these Terms, please contact our Support team at support@neudash.com.