Terms of Service
PLEASE READ THESE TERMS CAREFULLY. BY CLICKING "ACCEPT" OR LOGGING IN, YOU AGREE TO BE BOUND BY THESE TERMS.
These Terms of Service form an agreement between Hexaport Pty Ltd (ACN 663 475 607) ("Cyter", "we", "us" or "our") and the organisation, business entity or individual (where an individual, they must be 18 years or older) that uses the Cyter Tax service ("you", "your" or "Customer") (together, the "Parties").
This Agreement becomes effective when you or a User click "Accept", "Continue" or first log in to Cyter Tax or agree to these terms, whichever is earliest (the "Effective Date"). Your use of, and our provision of, the Services (defined below) are governed by this Agreement.
BY ACCEPTING THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD IT, AND THAT THE PERSON ACCEPTING ON YOUR BEHALF IS AUTHORISED TO DO SO.
For clarity, "Cyter" refers to Hexaport Pty Ltd (ACN 663 475 607) with its principal place of business in New South Wales, Australia.
The below clauses are agreed to by the Parties:
1. Definitions
In this Agreement:
1.1"AI LLM" means any third-party large language models and artificial intelligence systems we use to generate responses and analyse information through Cyter Tax.
1.2"Cyter Tax" means our AI software-as-a-service application accessible at https://tax.cyter.ai which allows you to ask questions and analyse matters relating to Australian taxation by reference to a corpus of Australian tax statutes, case law, and Australian Taxation Office (ATO) rulings and your own materials.
1.3"Customer Data" means any data, information, documents or queries you upload to, enter into, or process through Cyter Tax, including your questions, documents, analyses and any feedback you provide.
1.4"Effective Date" has the meaning given in the opening paragraph above.
1.5"Intellectual Property Rights" includes patents, copyright, trademarks, and other intellectual property rights recognised under Australian and other laws.
1.6"Output" means responses, analyses, or written content generated by Cyter Tax in response to your questions or instructions.
1.7"Personal Data" means any information relating to an identified or identifiable individual.
1.8"Services" means the provision of Cyter Tax and related services as set out in this Agreement.
1.9"Term" means the period beginning on the Effective Date and ending at midnight 24 months afterwards.
1.10"Trial Licence" means a 24-hour extendable licence granted to new users to trial Cyter Tax free of charge.
1.11"User" means any individual who accesses or uses Cyter Tax on your behalf or under your authority or that is your employee or director.
2. Cyter Tax Service
2.1 Provision of Service
2.1.1We grant you a non-exclusive, non-transferable worldwide right to access and use Cyter Tax for tax research and analysis only, subject to this Agreement.
2.1.2Cyter Tax is designed to assist tax professionals by analysing Australian tax matters based on statutes, case law and rulings made by the Australian Tax Office. It is not intended to replace tax professionals and is not designed for matters relating to state or local taxation, or taxes outside Australia.
2.1.3We may perform maintenance and updates to Cyter Tax from time to time and will endeavour to provide you with notice of material changes.
2.1.4You must not reverse engineer, decompile, resell, or attempt to derive the underlying technology of Cyter Tax. You must keep your login credentials secure and notify us immediately of any unauthorised access.
2.2 Trial Licence
2.2.1We may offer you a 24-hour Trial Licence to use Cyter Tax at no charge in exchange for you evaluating the Services for your use. By accepting a Trial Licence (including through clicking login), you are bound by all terms of this Agreement except payment terms. A Trial Licence is personal to you and may only be shared, transferred or used by other employees of the Customer.
2.2.2We may deactivate Trial Licences at any time.
2.3 Support & Advice
2.3.1Any support provided does not extend to providing tax, legal or accounting advice or reviewing your specific tax positions.
2.3.2Cyter does not hold itself out to or purport to offer tax advice or any other form of accounting or legal advice.
3. Fees and Payment
3.1 Subscription Fees
3.1.1You agree to pay the charges set out in the Order Form within 30 days of invoice. Subscription Fees are exclusive of any goods and services tax (GST) or other applicable taxes, which you must pay.
3.2 Payment Terms
3.2.1If you dispute an invoice in good faith, you must notify us in writing within 5 business days of receipt of the disputed invoice and provide us with reasonable detail of the dispute.
3.2.2You will pay interest on late payments at the rate of 2% per month (or the maximum rate permitted by law, whichever is lower).
3.2.3Fees are non-refundable and payment obligations are non-cancellable.
3.3 Suspension for Non-Payment
3.3.1We may suspend your access to Cyter Tax if any fees remain unpaid by more than 30 days, and such suspension will not relieve you of your payment obligations.
3.4 Trial Licence Fees
3.4.1No fees are payable for a Trial Licence.
4. Data, Security and Privacy
4.1 Processing Customer Data
4.1.1You authorise us to process Customer Data to provide the Services, including transmission to AI LLMs to generate Output, and processing by our subprocessors to the extent necessary to provide the Services.
4.1.2We will not use your Customer Data to train AI models or for any purpose other than providing the Services, unless we are legally required to do so. We will not intentionally share Customer Data with other customers or third parties.
4.1.3We have no responsibility for the accuracy or security of Customer Data you upload, or for your reliance on Output.
4.2 Upstream AI LLM Dependencies
4.2.1You acknowledge and accept that Cyter Tax depends on third-party AI LLMs to generate Output. The outages, service interruptions, malfunctions or limitations of these upstream providers will directly impact the quality, availability and reliability of Cyter Tax and its Output. We accept no liability for the performance of these upstream providers or the consequences of their failures.
4.3 Data Security and Liability
4.3.1We maintain reasonable administrative, technical and physical safeguards to protect Customer Data.
4.3.2We comply with all applicable Australian privacy and security laws.
4.3.3We may be compelled to disclose Customer Data by law, and will give you prompt notice and reasonable cooperation if we receive a legal demand for disclosure.
4.3.4We accept no liability for:
4.3.4.1any unauthorised disclosure, access or use of Customer Data (whether caused by us, a third party, a hacker, an AI LLM or otherwise);
4.3.4.2any data breach, security incident or cyber-attack;
4.3.4.3any loss, corruption or deletion of Customer Data; or
4.3.4.4any violation of privacy laws through your account.
4.4 Your Personal Data
4.4.1We collect Personal Data only as necessary to administer your account and provide the Services. We may disclose Personal Data to subprocessors when necessary to provide the Services.
5. Your Responsibilities and Restrictions
5.1 Acceptable Use
5.1.1You must not:
5.1.1.1use Cyter Tax for any illegal purpose or in breach of laws that apply to you or us;
5.1.1.2provide Cyter Tax login credentials to any third party or allow unauthorised access;
5.1.1.3reverse engineer, decompile, or otherwise attempt to derive the source code or technology underlying Cyter Tax;
5.1.1.4resell, sublicense or otherwise allow third parties to commercially exploit Cyter Tax;
5.1.1.5scrape or attempt to extract data from Cyter Tax;
5.1.1.6circumvent or disable any security features; or
5.1.1.7access Cyter Tax for competitive purposes or to copy features or benchmark against us.
5.1.2If you breach these requirements, we may immediately suspend your access to Cyter Tax and will become entitled to collect any remaining payments due during the Term.
5.2 Your Data and Content
5.2.1You confirm that you have all necessary rights and permissions to provide Customer Data to us. You remain responsible for your use of Cyter Tax and for ensuring that any Output is appropriate for your intended use.
5.3 Output and Professional Advice
5.3.1You acknowledge that:
5.3.1.1Output is generated by AI and is probabilistic. It may contain errors, omissions or inaccuracies;
5.3.1.2Output is not, and is not intended to be, formal tax advice or professional advice of any kind;
5.3.1.3you must not rely solely on Output for any tax position, decision or action;
5.3.1.4when appropriate, you must have any Output reviewed by a qualified tax professional before relying on it;
5.3.1.5you are solely responsible for all decisions you make (or fail to make) based on Output; and
5.3.1.6we accept no liability for your use of, or reliance on, Output.
5.4 Users
5.4.1You are responsible for the conduct of all Users accessing Cyter Tax through your account, and for ensuring they comply with this Agreement.
6. Intellectual Property
6.1 Our IP Rights
6.1.1We retain all Intellectual Property Rights in Cyter Tax, including the software, user interfaces, design and content. This Agreement grants you only a limited right to use Cyter Tax as authorised herein. You have no other rights in Cyter Tax or its components.
6.2 Your IP Rights
6.2.1You retain ownership of Customer Data you provide. We may use Output (including for your benefit) but do not claim ownership of it beyond our right to provide the Services.
6.3 Feedback
6.3.1You grant us an unrestricted, royalty-free right to use any suggestions, feedback or ideas you provide about Cyter Tax or our services. We may use this feedback without crediting or compensating you.
7. Confidential Information
7.1 Protection of Confidential Information
7.1.1Each party will protect the other's confidential information (including Customer Data, Documentation and any other non-public sensitive information) with reasonable care and will not disclose it to third parties except to subprocessors or as required by law.
7.2 Compelled Disclosure
7.2.1If we are compelled by law to disclose your confidential information, we will give you prompt notice and cooperate reasonably in any effort to contest the disclosure.
7.3 Equitable Relief
7.3.1You agree that breach of confidentiality obligations may cause irreparable harm not adequately remedied by damages, and that injunctive relief may be appropriate.
7.4 Survival
7.4.1Confidentiality obligations survive termination of this Agreement.
8. Representations and Warranties
8.1 Our Representations
8.1.1We represent that:
8.1.1.1we are validly authorised to provide the Services and enter into this Agreement;
8.1.1.2we will provide the Services in a professional and workmanlike manner;
8.1.1.3we comply with all applicable laws in providing the Services.
8.2 Mutual Representations
8.2.1Each party represents that it is authorised to enter into this Agreement and has accurately identified itself.
8.3 Disclaimers
8.3.1EXCEPT AS EXPRESSLY SET OUT IN SECTION 8.1, CYTER TAX IS PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY, INCLUDING MERCHANTABILITY, FITNESS FOR PURPOSE OR ANY OTHER WARRANTY.
8.3.2WE DO NOT WARRANT THAT:
8.3.2.1Output will be accurate, complete, relevant, or suitable for your purposes;
8.3.2.2Cyter Tax will be error-free, uninterrupted or secure;
8.3.2.3Output is formal tax advice or can be relied on without professional review; or
8.3.2.4Cyter Tax is suitable for any purpose other than assisting tax professionals to analyse Australian tax matters.
8.3.3OUTPUT IS PROBABILISTIC AND PROVIDED FOR INFORMATIONAL PURPOSES ONLY. YOU MUST EVALUATE OUTPUT FOR ACCURACY BEFORE RELYING ON IT. WE EXPRESSLY DISCLAIM ALL LIABILITY FOR YOUR DECISIONS OR ACTIONS BASED ON OUTPUT.
8.3.4CYTER TAX IS NOT DESIGNED FOR MATTERS RELATING TO STATE OR LOCAL TAXATION, OR TAXES OUTSIDE AUSTRALIA. WE ACCEPT NO LIABILITY FOR OUTPUT ON SUCH MATTERS.
9. Limitation of Liability
9.1 Liability Cap
9.1.1Subject to Section 9.2, each party's total liability for all claims arising from this Agreement will not exceed the total subscription fees you have paid in the 12 months before the event giving rise to the claim.
9.2 Exceptions
9.2.1The liability cap in Section 9.1 does not apply to:
9.2.1.1your indemnity obligations under Section 10; or
9.2.1.2liability that cannot be excluded or limited by Australian law.
9.3 Excluded Damages
9.3.1NEITHER PARTY IS LIABLE FOR LOST PROFITS, LOST BUSINESS, OR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF ADVISED THAT SUCH DAMAGES WERE POSSIBLE.
9.4 Acknowledgement
9.4.1You acknowledge that we have priced Cyter Tax on the basis of these liability limitations, and that you would not agree to this Agreement without them.
10. Indemnity
10.1 Your Indemnity
10.1.1You will indemnify us against any third-party claim arising from:
10.1.1.1your breach of this Agreement;
10.1.1.2your misuse of Cyter Tax;
10.1.1.3Customer Data you upload that infringes third-party rights; or
10.1.1.4your reliance on or use of Output.
10.2 Indemnity Procedures
10.2.1If we receive a claim you must indemnify, you will:
10.2.1.1be notified promptly;
10.2.1.2allow us to control the investigation and defence at your cost; and
10.2.1.3cooperate fully with us.
10.2.2We may not settle a claim without your consent (not to be unreasonably withheld) if doing so would bind you to any positive obligation or admission of fault.
11. Term and Termination
11.1 Term
11.1.1This Agreement commences on the Effective Date and continues for the Term.
11.1.2The Term automatically renews for successive 12-month periods unless either party gives 90 days' written notice of non-renewal before expiry.
11.1.3We may increase subscription fees payable by you by providing 14 days written notice of the change and the date on which subscription fees will increase. You may not refuse to accept and pay any increased subscription fees for the remainder of the Term if the increases are caused by us passing on price increases imposed on us by upstream suppliers. This includes situations where, for example, the AI LLM we use becomes unsupported and we decide to transition to a different, more expensive AI LLM. In these circumstances, we will endeavour to choose a model that is as similar as possible in price to the now unsupported AI LLM without compromising on the quality of the Services.
11.2 Termination
11.2.1Either party may terminate for breach of a material provision by giving 30 days' written notice (or immediately if the breach cannot be remedied).
11.2.2We may terminate your Trial Licence at any time.
11.3 Effect of Termination
11.3.1Upon termination:
11.3.1.1your access to Cyter Tax ceases immediately;
11.3.1.2you must delete all copies of Cyter Tax documentation in your possession; and
11.3.1.3you remain liable for all fees accrued.
11.4 Survival
11.4.1Sections 6 (Intellectual Property), 7 (Confidential Information), 8.3 (Disclaimers), 9 (Limitation of Liability), 10 (Indemnity), and this Section 11.4 survive termination.
12. General
12.1 Notices
12.1.1We may send notices to you by email to the address you provide, and notice is deemed received 24 hours after sending.
12.1.2You may send notices to us at hello@cyter.ai.
12.2 Independent Parties
12.2.1We are independent contractors. Neither party is the agent or employee of the other.
12.3 Assignment
12.3.1You may not assign this Agreement without our written consent. Any purported assignment is void.
12.4 Entire Agreement
12.4.1This Agreement (including any Order Form) is the entire agreement between us and supersedes all prior discussions and agreements.
12.5 Amendments
12.5.1We may amend these Terms by posting a new version and sending you notice.
12.6 Severability
12.6.1If any provision is held by a competent court or tribunal to be invalid or unenforceable, we will interpret it to the maximum extent permitted by law, and the remaining provisions continue in force.
12.7 No Waiver
12.7.1Failure to enforce any right under this Agreement does not waive that right.
12.8 Force Majeure
12.8.1No breach occurs to the extent a failure to perform is caused by events beyond reasonable control (war, terrorism, natural disasters, strikes, government orders, pandemics), except failure to pay fees.
12.9 Governing Law and Jurisdiction
12.9.1This Agreement is governed by the laws of New South Wales, Australia (without regard to conflicts of law principles).
12.9.2Each party submits to the exclusive jurisdiction of the courts of New South Wales.
12.10 Dispute Resolution
12.10.1If a dispute arises, the parties will first attempt to resolve it through good-faith negotiation between senior representatives within 30 days.
12.10.2If unresolved, either party may pursue legal proceedings in the courts of New South Wales.
12.11 Technology Export
12.11.1If you are based in the United States, you will not permit any third party to access Cyter Tax in breach of US export laws, or export or remove it from the US except in compliance with applicable law.
12.12 Conflicting Terms
12.12.1If any Cyter policy online conflicts with this Agreement, this Agreement governs. If an Order Form conflicts with these Terms, the Order Form governs to the extent of conflict.