Terms of Service

Effective Date: 20-July-2025
Last Updated: 20-July-2025

These Terms of Service ("Terms") form a binding agreement between you and FCThree Pty Ltd ABN 88 271 205 716 ("ComplyIQ360", "we", "us" or "our") governing your access to and use of the ComplyIQ360 platform, websites, APIs, and related services (collectively, the "Service"). By creating an account, accessing, or using the Service you agree to these Terms. If you are using the Service on behalf of an organisation, you represent that you are authorised to bind that organisation and "you" includes both you and that organisation.

1. Definitions

Account: The registered profile enabling access to the Service.
Organisation Account: A shared space tied to a legal entity (company, association, etc.) under which multiple authorised users may operate.
Customer Data: Files, documents, text, and other materials you upload or submit to the Service, including associated metadata.
Output: AI-generated analyses, compliance gap reports, recommendations or other results produced by the Service in response to Customer Data.
Credits: Usage units consumed when invoking processing / analysis operations.
Third-Party AI Providers: External model inference services (currently OpenAI, Google Gemini and Anthropic Claude) engaged to process raw file content or derived representations for compliance analysis.

2. Acceptance & Eligibility

You must be at least 18 years old and capable of entering into a legally binding agreement. If you do not agree to these Terms, do not use the Service.

3. Account Registration & Organisation Workspaces

You must provide accurate and complete information during registration and keep it updated.
Accounts are individual; credentials must not be shared.
Organisation administrators control user invitations, role assignments, credit allocations, and data deletion requests within that Organisation Account.
You are responsible for maintaining the security of authentication tokens and for activities occurring under your Account.

4. Licence & Use Rights

Subject to these Terms and payment of applicable fees, we grant you a limited, revocable, non-exclusive, non-transferable licence to access and use the Service for internal business or research purposes. All rights not expressly granted are reserved by ComplyIQ360.

5. Customer Data Ownership

You retain all ownership rights in Customer Data.
You grant ComplyIQ360 a worldwide, royalty-free licence to host, process, transform, transmit, display and generate Outputs from Customer Data solely to provide and improve (operationally, not by training external foundation models on your raw content) the Service to you.
We do not claim ownership of Outputs; subject to Third-Party AI Provider terms you may use Outputs at your discretion. You are responsible for verifying their correctness.

6. Sensitive & Personal Information

The Service does not require the inclusion of personal or other regulated data categories. If you submit such data you are solely responsible for ensuring lawful collection and necessary consent. We recommend minimising personal data in uploads.

7. Third-Party AI Processing

Raw file content (or faithful textual representations) may be transmitted to Third-Party AI Providers strictly for inference required to generate Outputs.
Providers operate under their own API terms and transient retention windows (e.g., up to 30 days for abuse monitoring unless enterprise zero-retention is in effect).
We configure paid tiers that state your data is not used to train base foundation models without express opt-in.
You authorise this processing and acknowledge that geographic processing may occur outside Australia, while persistent storage remains in AWS Sydney (ap-southeast-2).

No legal advice: AI Outputs are generated algorithmically and may contain inaccuracies or outdated interpretations. They are informational only and do not constitute legal, financial, governance, sustainability or professional advice. Always have a qualified professional review critical decisions.

8. Credits, Fees & Billing

Processing operations consume Credits. Credit costs per operation or model tier may be updated with notice.
Credits purchased are non-refundable except as required by applicable law or these Terms.
Unused Credits may expire if stated in an Order Form or pricing page. (If no expiry is stated, they remain active until used.)
You agree to pay all fees (plus applicable taxes) as invoiced or charged. Late amounts may accrue interest at the lower of 1.5% per month or the maximum permitted by law.

9. Trials & Beta Features

We may offer trial or beta features at reduced or no cost. Such features are provided "as is" without warranty, may be rate limited or withdrawn at any time, and may not become generally available.

10. Acceptable Use

No unlawful, infringing, defamatory, hateful, harassing or privacy-invasive content.
No uploading of malicious code, attempting to bypass security controls or probing infrastructure.
No use of Outputs to create misleading regulatory claims without independent validation.
No automated scraping or bulk extraction of platform data except through documented APIs within rate limits.
No use that violates export control or sanctions regulations.

11. Suspension

We may suspend access immediately (with notice where practicable) if: (a) security risk; (b) suspected breach of these Terms; (c) non-payment; or (d) legal requirement. We will limit suspension to the affected portion and reinstate promptly after resolution.

12. Security & Audit Logging

Files are encrypted during transit and stored securely at rest.
Every access event (upload, read, inference preparation, deletion) is logged with timestamp, actor/service identity and action type.
Audit logs (minus file content) are retained up to 12 months before purge or anonymisation.
You are responsible for endpoint security on devices accessing the Service.

13. Data Retention & Deletion

No automatic deletion: Uploaded files persist until you delete them or your organisation admin requests deletion.
Upon deletion we remove file objects; residual minimal metadata (job ID, anonymised/hashed filename, size, MIME type, processing timestamps, usage metrics, audit references) may be retained for billing, security and capacity purposes.
Deletion propagation may take a short operational window to complete across internal caches and queued tasks.

14. Intellectual Property

All platform software, interfaces, models (excluding Third-Party AI Provider base models), design and documentation are owned by ComplyIQ360 or its licensors.
You may not reverse engineer, decompile, disassemble or derive source code except to the extent such restriction is prohibited by law.
We may use aggregated and anonymised usage statistics to improve performance and reliability, provided they do not identify you.

15. Feedback

Feedback, suggestions or improvement requests you provide may be used by us without restriction or obligation. Do not submit confidential feedback.

16. Open Source Components

The Service may include or link to open source components under separate licences. Those licences govern the relevant component and prevail over these Terms where they conflict.

17. Confidentiality

Each party may receive non-public information ("Confidential Information"). Receiving party will use it solely to perform under these Terms, protect it with reasonable care, and not disclose it except to personnel and subprocessors who need to know and are bound by comparable obligations. Customer Data is your Confidential Information; system architecture and security details are our Confidential Information.

18. Privacy

Your use of the Service is also governed by our Privacy & Data Security Statement. To the extent of inconsistency, these Terms control for contractual rights; the privacy statement controls for privacy practices.

19. Warranties & Disclaimers

You warrant you have rights to upload Customer Data and that it does not infringe third-party rights or violate law.
The Service is provided on an "as is" and "as available" basis. To the fullest extent permitted by law we disclaim all warranties—express, implied or statutory—including merchantability, fitness for a particular purpose, accuracy, non-infringement, uninterrupted availability, and that Outputs will satisfy legal or regulatory obligations.
Nothing excludes, restricts or modifies any consumer guarantee, right or remedy conferred by the Australian Consumer Law that cannot be excluded, restricted or modified.

20. Limitation of Liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, exemplary or punitive damages; loss of profits, revenues, goodwill, or data; or business interruption, even if advised of the possibility.
Each party's total aggregate liability arising out of or related to the Service in any 12‑month period is limited to the greater of (a) total fees paid by you to ComplyIQ360 for the Service in that period, or (b) AUD 1,000, excluding liabilities that cannot be limited by law.

21. Indemnities

You will indemnify and hold harmless ComplyIQ360 from third-party claims arising from (a) Customer Data; (b) your use of the Service in breach of these Terms; or (c) violation of law.
ComplyIQ360 will defend you against claims alleging the Service (excluding Customer Data, Third-Party AI outputs, or open source components) infringes a third-party intellectual property right, and pay any final adverse judgment or settlement approved by us, provided you promptly notify us and cooperate.
We may, at our option, (i) procure continued use; (ii) modify the Service; (iii) replace the Service; or (iv) terminate access and refund pre-paid unused fees.

22. Term & Termination

These Terms commence when you first access the Service and continue until terminated.
Either party may terminate for material breach not cured within 30 days of written notice.
Either party may terminate immediately if the other becomes insolvent, enters administration, or ceases business.
Upon termination you must cease using the Service; sections intended to survive (including 5, 7, 10, 12–21, 24) remain in effect.

23. Modifications

We may update these Terms by posting a revised version with a new "Last Updated" date. Material changes will be notified via in-app notice or email at least 14 days before taking effect (immediate where required by law or for security). Continued use after the effective date constitutes acceptance.

24. Force Majeure

Neither party is liable for delays or failures caused by events beyond reasonable control (e.g., natural disasters, war, labour disputes, internet failures, cloud provider outages), provided reasonable mitigation efforts are used.

25. Assignment

You may not assign or transfer these Terms without our prior written consent (not to be unreasonably withheld). We may assign to an affiliate or in connection with a merger, acquisition or sale of assets.

26. Governing Law & Jurisdiction

These Terms are governed by the laws of the State of Victoria, Australia, without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts of Victoria and the Commonwealth of Australia.

27. Notices

Notices to ComplyIQ360 must be sent to chris.thompson@fcthree.com.au and are deemed given when received. We may provide notices to you via the Service interface or the primary email associated with your Account.

28. Entire Agreement & Order of Precedence

These Terms, any mutually executed Order Form, and any acceptable use or data processing addenda (if applicable) constitute the entire agreement and supersede all prior discussions. In the event of conflict: (1) executed Order Form; (2) data processing addendum; (3) these Terms; (4) policies referenced herein.

29. Severability & Waiver

If any provision is held unenforceable, the remaining provisions remain in effect. Failure to enforce any provision is not a waiver of the right to enforce it later.

30. Contact

Questions about these Terms? Contact us at chris.thompson@fcthree.com.au.