Terms of Service

1.1 "Agreement" means these Terms of Service together with the Quote and any schedules or order forms expressly incorporated by reference.

1.2 "Customer", "you" means the entity accepting the Quote and entering into this Agreement, and its permitted users.

1.3 "Customer Data" means all data, content, information, prompts, inputs, files, and materials submitted, uploaded, transmitted, or processed by the Customer or its users through the Services, including any Personal Information contained in that data.

1.4 "Deliverables" means any outputs, configurations, reports, models, or work product created specifically for the Customer as part of Professional Services or otherwise expressly agreed in writing as Deliverables (excluding the Services themselves and SCX.ai's pre-existing intellectual property).

1.5 "Outputs" means materials generated by the Services in response to Customer inputs (including text, code, audio, embeddings summaries, or similar), excluding SCX.ai's underlying models, software, and systems.

1.6 "Personal Information" has the meaning given in the Privacy Act 1988 (Cth).

1.7 "Professional Services" means consulting, implementation, training, advisory, or other professional services provided by SCX.ai beyond the standard subscription Services.

1.8 "Quote" means the written quotation, order form, or statement of work provided by SCX.ai and accepted by the Customer.

1.9 "Services" means the SCX.ai platform, AI infrastructure, compute services, chatbot services, APIs, documentation, and any related services described in the Quote.

1.10 "SCX.ai", "we", "us" means SouthernCrossAI Holdings Limited (ABN 96 688 872 095).

1.11 "Subscription Start Date" means the date specified in the Quote (or, if none, the date SCX.ai first provides access to the paid Services).

2.1 SCX.ai will provide the Services described in the Quote in accordance with this Agreement.

2.2 The Services may include access to AI infrastructure, model inference, chatbot functionality, APIs, administrative consoles, telemetry, integrations, and related features.

2.3 Service levels, uptime targets, support tiers, response times, and remedies (including any service credits) are as specified in the applicable package, service description, or Quote. If none are specified, support and availability are provided on a reasonable-efforts basis only.

2.4 SCX.ai may engage subcontractors and third-party providers in delivering the Services and will remain responsible for their performance to the same extent as for its own personnel, subject to the limitations in this Agreement and applicable law.

2.5 SCX.ai may modify, enhance, or discontinue features of the Services provided such changes do not materially reduce core functionality paid for under the Quote without reasonable advance notice (except for security, legal compliance, or urgent operational reasons, where notice may be shorter).

3.1 All prices are in the currency specified in the Quote and exclusive of GST unless otherwise stated.

3.2 Where applicable, GST will be charged at the prevailing rate in accordance with Australian law.

3.3 For supplies treated as GST-free exports (or otherwise internationally supplied), the Customer remains responsible for any local taxes, withholding, duties, or regulatory costs.

3.4 Payment terms are Net 30 from the invoice date unless otherwise agreed in writing.

3.5 Overdue amounts may accrue interest at 2% per month (or the maximum rate permitted by law, if lower), calculated daily.

3.6 If undisputed amounts remain unpaid more than fourteen (14) days after the due date, SCX.ai may suspend or limit access to the Services after reasonable notice, without limiting other remedies.

3.7 Fees are non-refundable except where required by law or expressly stated in the Quote.

4.1 Services commence on the Subscription Start Date.

4.2 The initial term is for the duration specified in the Quote ("Initial Term"). Each renewal period under clause 4.3 is a "Subscription Term". Together these are the committed subscription periods under this Agreement.

4.3 Unless either party gives at least thirty (30) days' written notice before the end of the then-current Subscription Term, the Agreement renews for successive periods equal to the Initial Term (or, if the Quote specifies a different renewal length, that period).

4.4 Renewal pricing will be SCX.ai's then-current commercially published rates (or as otherwise agreed in writing) and will be communicated reasonably in advance of renewal where practicable.

4.5 Notice under clause 4.3 prevents renewal only; it does not shorten or cancel the Subscription Term in progress.

5.1 The Services may include a monthly allocation of Service Token Units (STUs) as specified in the Quote.

5.2 STUs are consumed based on measured usage across Services, including (without limitation) large language model processing, speech-to-text, text-to-speech, embeddings, image or audio processing, and other billable workloads as described in SCX.ai's usage documentation.

5.3 Unless expressly stated otherwise, unused STUs do not roll over.

5.4 Additional STUs may be purchased at SCX.ai's then-current rates.

5.5 If usage exceeds the allocated STUs and no additional capacity is in place, SCX.ai may throttle, queue, degrade, or suspend affected features (with reasonable notice where practicable), in addition to charging overage fees if the Quote provides for them.

6.1 Chatbot services are charged per user per month unless otherwise specified.

6.2 "Active user" means a unique user identity that accesses the chatbot during a billing period, measured in accordance with SCX.ai's reasonable usage metrics.

6.3 The Customer may increase user counts at any time (prorated or from the next cycle as stated in the Quote). Reductions take effect at the start of the next billing period unless otherwise agreed.

7.1 Professional Services are time and materials unless a fixed fee or cap is agreed in writing.

7.2 Charges are based on SCX.ai's then-current daily or hourly rates as quoted.

7.3 Travel and expenses for on-site work are charged at cost plus 10% administration; expenses over AUD $500 require prior written approval.

7.4 Travel time may be charged at 50% of the applicable professional rate unless otherwise agreed.

7.5 Changes to scope require written change control and may affect fees and timelines.

8.1 SCX.ai retains all rights in the Services, including software, models (to the extent licensable), systems, aggregated non-identifiable operational data, documentation, branding, and SCX.ai's pre-existing materials and tools.

8.2 The Customer retains all rights in Customer Data, subject to licences granted to SCX.ai under this Agreement.

8.3 SCX.ai grants the Customer a non-exclusive, non-transferable (except to a successor in connection with a genuine corporate restructure with notice) licence to access and use the Services during the term for its internal business purposes, in accordance with the Quote and documentation.

8.4 The Customer grants SCX.ai a licence to host, process, copy, transmit, display, and otherwise use Customer Data only to provide the Services, prevent or address security or abuse, comply with law, and as otherwise permitted under this Agreement.

8.5 Subject to third-party rights and the inherent limitations of AI systems, as between the parties the Customer owns Outputs generated from the Customer's inputs, and SCX.ai assigns to the Customer all rights SCX.ai can assign in such Outputs. SCX.ai may retain copies solely as necessary for legal compliance, backups consistent with its retention policy, or as required to document service operation, each subject to confidentiality and security obligations.

8.6 To the extent Outputs incorporate SCX.ai pre-existing intellectual property, SCX.ai grants the Customer a perpetual, worldwide, non-exclusive licence to use those incorporated portions as part of the Outputs for the Customer's internal business purposes.

8.7 Feedback (suggestions, feature requests, or comments) may be used by SCX.ai without restriction or obligation, provided SCX.ai does not publicly identify the Customer as the source of confidential feedback without consent.

8.8 Training restriction: Further, more specific restrictions on storage, model training, and secondary use of Customer Data are set out in section 10, which prevails on those topics to the extent of any inconsistency with this clause. SCX.ai will not use Customer Data to train or fine-tune shared or general-purpose models for the benefit of other customers without the Customer's explicit prior written consent.

8.9 The Customer must not: (a) copy, modify, or create derivative works of the Services except as permitted; (b) probe or benchmark the Services for publication without written consent; (c) resell or white-label the Services except as agreed in the Quote; (d) remove notices; or (e) access the Services to build a competing product.

9.1 Customer Data remains the Customer's property (including Personal Information supplied by the Customer).

9.2 Each party will comply with the Privacy Act 1988 (Cth), the Australian Privacy Principles, and other privacy laws that apply to it in connection with the Services.

9.3 SCX.ai's Privacy Policy at https://www.scx.ai/privacy is incorporated into this Agreement by reference (as updated from time to time, provided updates do not materially reduce protections for existing Personal Information without notice where required).

9.4 Where SCX.ai processes Personal Information solely on behalf of the Customer and following the Customer's instructions, the Customer is responsible for that processing under APP 1, and SCX.ai will act as the Customer's service provider to the extent applicable and will: (a) process Personal Information only on documented instructions unless Australian law requires otherwise (in which case SCX.ai will inform the Customer unless prohibited); (b) ensure personnel are bound by confidentiality; (c) assist the Customer, at the Customer's cost where reasonably required, with access, correction, complaints, and regulatory inquiries consistent with the nature of processing; (d) on termination, delete or return Personal Information per clause 9.12 (unless retention is required by law).

9.5 Hosting and location: The Services are engineered so that Customer Data is primarily processed and stored in Australia, except where the Customer selects features, models, integrations, or configurations that reasonably require processing outside Australia.

9.6 Cross-border: Where Personal Information is disclosed overseas (including to subprocessors), SCX.ai will take steps that are reasonable in the circumstances to ensure the overseas recipient does not breach the APPs in relation to the information (including contractual safeguards where appropriate), consistent with the Privacy Act.

9.7 Security measures: SCX.ai will implement reasonable technical and organisational measures appropriate to the nature of the Services, such as access controls, segregation, monitoring, vulnerability management, and encryption in transit (and at rest where supported for the relevant service tier).

9.8 Customer controls: The Customer is responsible for account credentials, user provisioning, correct configuration, lawful bases and consents for Personal Information it supplies, accuracy of Customer Data, and secure integration of its systems.

9.9 Subprocessors: SCX.ai may use subprocessors and will maintain information about key categories of subprocessors and purposes (for example via security documentation or a subprocessor notice page). SCX.ai will impose confidentiality and security obligations on subprocessors that process Customer Data. The Customer may subscribe to reasonable subprocessor change notifications if SCX.ai makes such a mechanism available.

9.10 No unauthorised disclosure: SCX.ai will not disclose Customer Data to third parties except as necessary to provide the Services, enforce this Agreement, with the Customer's instructions, or as required by law.

9.11 Security incidents: If SCX.ai becomes aware of unauthorised access to or disclosure of Customer Data likely to give rise to an eligible data breach under the Notifiable Data Breaches scheme, SCX.ai will notify the Customer without undue delay and cooperate with reasonable investigation and mitigation. Notifications will include information known at the time and reasonably necessary for the Customer to comply with its legal obligations. Unless prohibited, SCX.ai will not unreasonably delay notification to wait for final forensic conclusions.

9.12 Retention and deletion: After termination or expiry, SCX.ai will delete or return Customer Data within thirty (30) days unless retention is required by law or the Quote specifies a different export or deletion process. During that window, SCX.ai will provide reasonable assistance with export in a standard format where commercially practicable (fees may apply for non-standard exports).

9.13 Records: SCX.ai may retain billing records, security logs, and business records that do not constitute Customer Data, or are aggregated or anonymised, in accordance with law and its retention schedule.

10.1 Purpose binding: SCX.ai will process Customer Data solely for the purposes of providing, securing, supporting, and accounting for the Services in accordance with this Agreement, the Quote, documented feature behaviour, and the Customer's documented instructions where applicable. SCX.ai will not use Customer Data for any unrelated commercial purpose.

10.2 No discretionary storage without approval: Except for (a) processing and primary storage required to operate the features the Customer has enabled, in production systems segregated by reasonable access controls; (b) temporary caching or queuing solely for technical performance, for a duration consistent with industry practice; (c) encrypted disaster-recovery and standard backup copies subject to the same confidentiality and security obligations as Customer Data and expunged or overwritten in line with clause 9.12 where practicable; and (d) retention or production required by law — SCX.ai will not copy, archive, warehouse, mine, export, sandbox, or otherwise retain Customer Data in additional systems or environments (including analytics stores, data lakes, notebooks, experimentation sandboxes, quality-assurance datasets, marketing systems, or non-production databases) without the Customer's prior written approval.

10.3 Personnel access: SCX.ai will restrict human access to Customer Data to personnel with a genuine need to provide support requested by or reasonably implied for the Customer, operate or maintain the Services, manage security, investigate and remediate incidents, or comply with law. SCX.ai will not access Customer Data for sales intelligence, discretionary comparative benchmarking against other customers, or marketing. Access for demonstrations, testimonials, case studies, or use in non-production systems containing real Customer Data requires the Customer's prior written consent (or a documented support instruction from the Customer).

10.4 No training, mining, or model improvement on Customer Data: Without the Customer's explicit prior written consent, SCX.ai will not use Customer Data (including prompts, inputs, Outputs, embeddings, logits, or datasets derived from Customer Data) to train, fine-tune, align, distill, reward-model, evaluate for model selection, benchmark for publication, automatically improve, or otherwise update any machine-learning or statistical model, scoring system, heuristic, or internal dataset used to deliver Services to other customers or for SCX.ai's general product development. This clause applies whether processing occurs on SCX.ai's infrastructure or through subprocessors. The restrictions in this clause 10.4 are in addition to clause 8.8.

10.5 No derived models or artefacts: SCX.ai will not create, publish, disclose, license, or use Customer-specific model weights, checkpoints, preference data, curated corpora, or vector indexes trained or materially influenced by Customer Data for any purpose other than delivering the Services to that Customer, except with the Customer's prior written consent or where required by law.

10.6 No monetisation or secondary commercial use: SCX.ai will not sell, rent, licence, or grant third parties independent use rights in Customer Data; will not use Customer Data for advertising or cross-customer behavioural profiling; and will not exploit Customer Data to compete with the Customer or to build unrelated products.

10.7 De-identified aggregates only: SCX.ai may use information in a de-identified and aggregated form only where it does not reasonably identify the Customer or any natural person without information not lawfully available to SCX.ai, solely for capacity planning, billing integrity, abuse prevention, or reliability of the Services. SCX.ai will not attempt to re-identify such data except as required by law.

10.8 Third-party model routes: Where Customer Data is transmitted to third-party foundation or specialised model providers solely because the Customer selects a feature or integration that requires it, SCX.ai will use commercially reasonable efforts to impose (by contract or supplier terms) prohibitions on those providers using Customer Data to train or improve their models for services offered to unrelated third parties, to the extent consistent with delivering the selected feature and with terms available in the market. The Customer acknowledges that SCX.ai cannot guarantee a third party's conduct beyond such reasonable efforts and contractual measures; third-party acceptable use or API terms may apply in addition to this Agreement.

10.9 Prevailing effect: If there is any inconsistency between this section 10 and any other clause regarding use, storage, or model-related processing of Customer Data, this section 10 prevails to the extent of the inconsistency (subject to mandatory law).

11.1 The Services may incorporate or interoperate with third-party infrastructure, APIs, and model providers.

11.2 Certain features require external models or regions selected by the Customer; in those cases processing may occur outside Australia.

11.3 SCX.ai remains responsible for overall delivery of the Services subject to this Agreement and the inherent limitations of third-party dependencies.

11.4 SCX.ai will take reasonable steps to ensure third parties that process Customer Data are bound by appropriate confidentiality and data protection obligations.

11.5 SCX.ai will make available reasonable information about categories of infrastructure and model providers and primary data handling locations applicable to the Services (recognising that providers may operate globally redundant systems).

11.6 SCX.ai is not responsible for third-party service outages, pricing changes, deprecations, or policy changes, and may substitute reasonably equivalent providers where required for continuity.

12.1 The Customer must comply with all applicable laws, including sanctions, export controls, privacy, intellectual property, child safety, and anti-spam laws.

12.2 The Customer must not use the Services to: generate unlawful content; infringe rights; compromise systems; scrape or overload the Services without permission; conduct surveillance that violates law; generate malware; or bypass usage limits.

12.3 The Customer must not attempt to reverse engineer, decompile, or circumvent technical protections, except to the limited extent non-waivable law permits.

12.4 High-risk uses: The Customer is responsible for human review and professional judgment where Outputs may affect safety, rights, health, financial, legal, or similarly sensitive decisions. The Services are not a substitute for professional advice.

12.5 The Customer is liable for all activity under its accounts and for its users' compliance.

12.6 SCX.ai may suspend or throttle Services if it reasonably believes a breach occurred, to protect security, or to comply with law, with notice where lawful and practicable.

13.1 Each party will protect the other's Confidential Information using reasonable care.

13.2 Confidential Information excludes information that is public through no fault, independently developed, rightfully received without duty, or approved for release.

13.3 Disclosure required by law is permitted with prompt notice where lawful.

13.4 For seven (7) years after termination, confidentiality obligations survive (and indefinitely for trade secrets and for Customer Data treated as confidential).

14.1 Each party warrants it has authority to enter this Agreement.

14.2 The Customer warrants its Customer Data and instructions will not violate law or third-party rights.

14.3 SCX.ai warrants it will provide the Services with reasonable skill and care consistent with industry practice for similar cloud AI platform services.

14.4 AI limitations: Outputs may be incorrect, incomplete, biased, or misleading. The Customer is solely responsible for evaluating and using Outputs. SCX.ai does not warrant Outputs' accuracy, fitness for a particular high-risk purpose, or non-infringement of third-party rights in Outputs.

14.5 Except as expressly stated in this Agreement, and subject to any rights the Customer may have under the Australian Consumer Law or other laws that cannot be excluded, the Services are provided on an "as is" and "as available" basis. SCX.ai does not warrant uninterrupted or error-free operation.

14.6 To the maximum extent permitted by law, implied conditions and warranties are excluded except those that cannot be excluded.

15.1 The Customer will defend and indemnify SCX.ai against third-party claims arising from: Customer Data; use of Outputs in breach of law; misuse of the Services; integration with unauthorised third-party systems; or breach of this Agreement by the Customer.

15.2 SCX.ai will defend and indemnify the Customer against third-party claims that the Services (excluding Customer Data, Outputs combined with Customer materials, or modifications not made by SCX.ai) infringe an Australian or United States patent, copyright, or trade secret of a third party, provided the Customer promptly notifies SCX.ai, allows SCX.ai to control the defence, and reasonably cooperates.

15.3 IP indemnity exclusions: SCX.ai has no obligation under clause 15.2 to the extent a claim arises from: (a) combinations with non-SCX.ai products or data; (b) compliance with Customer instructions or designs; (c) use after notice to cease due to an infringement allegation; (d) use inconsistent with documentation; or (e) open-source or third-party components used as permitted by the Quote.

15.4 If a claim under clause 15.2 is likely to succeed, SCX.ai may, at its option: procure rights; modify the Services; or terminate the affected portion and refund prepaid fees for the unused portion of the impacted Services.

16.1 Subject to clause 16.4, each party's aggregate liability under this Agreement is limited to the fees paid by the Customer to SCX.ai in the twelve (12) months before the claim arose (or, if twelve months is not representative due to ramp-up, the fees paid in the first three (3) months multiplied by four).

16.2 Subject to clause 16.4, neither party is liable for indirect, consequential, special, punitive, or exemplary loss, or loss of profits, revenue, goodwill, or data (except liability for breaches of confidentiality or unauthorised disclosure caused by the relevant party's failure to comply with this Agreement, which remains subject to clause 16.4).

16.3 The limitations apply regardless of the legal theory and even if a remedy fails of its essential purpose.

16.4 Nothing limits liability that cannot be limited under applicable law, including fraud or wilful misconduct, or the parties' indemnities under section 15 (subject to clause 15.3).

16.5 For clarity, nothing in this Agreement is intended to exclude, restrict, or modify any non-excludable statutory guarantee or right under the Australian Consumer Law where such exclusion would be unlawful; where liability for a non-excludable guarantee can be limited, SCX.ai's liability is limited (at SCX.ai's election) to resupplying the Services or paying the cost of resupply.

17.1 Subscription commitment: During each Subscription Term (including the Initial Term and any renewal), the Agreement remains binding for the full length of that term. Neither party may terminate for convenience or without cause before the end of the then-current Subscription Term. Fees for the full Subscription Term remain payable except as required by law or as expressly stated in this Agreement.

17.2 Either party may terminate if the other party materially breaches this Agreement and fails to cure within fourteen (14) days of written notice (except for payment breaches, which are addressed in clause 17.3).

17.3 SCX.ai may terminate immediately if the Customer fails to pay undisputed invoices within thirty (30) days of due date.

17.4 Either party may terminate affected Services without liability if a force majeure event continues for more than sixty (60) days as set out in section 19.

17.5 SCX.ai may terminate affected Services with a pro-rata refund only as expressly provided in clause 15.4 (intellectual property infringement remedy).

17.6 Upon termination: (a) the Customer's access to Services ceases; (b) the Customer must pay all fees due through the effective date of termination, and if SCX.ai terminates for the Customer's uncured material breach or non-payment under clauses 17.2 or 17.3, the Customer must also pay all fees for the remainder of the then-current Subscription Term (acceleration); if the Customer terminates for SCX.ai's uncured material breach under clause 17.2, or termination is under clauses 15.4 or 17.4, the Customer is liable only for fees for Services provided up to the effective date of termination and not for the unelapsed portion of the Subscription Term; (c) SCX.ai will provide reasonable assistance with data export for thirty (30) days.

17.7 Sections that survive termination include: Intellectual Property, Confidentiality, Indemnification, Limitation of Liability, and General.

18.1 Support is provided per the purchased package.

18.2 Requests must be submitted through designated channels.

18.3 Availability targets (if any) are exclusive of excused downtime (scheduled maintenance with reasonable notice, emergency maintenance, force majeure, third-party failures outside SCX.ai's reasonable control, Customer-caused issues).

18.4 If service credits are specified, they are the Customer's exclusive remedy for failure to meet the stated SLA, unless otherwise required by law.

19.1 Neither party is liable for delay or failure due to events beyond reasonable control (including natural disasters, war, terrorism, labour disputes, failures of utilities or telecommunications, governmental action, or major third-party cloud incidents), provided it uses reasonable efforts to mitigate and notify.

19.2 The affected party must notify the other party promptly and use reasonable efforts to mitigate the impact.

19.3 If a force majeure event continues for more than sixty (60) days, either party may terminate affected Services without liability (including any obligation to pay for Services not received after the effective date of such termination), without prejudice to fees due for Services actually provided before that date.

20.1 SCX.ai may update the Services; non-material updates may occur without notice.

20.2 Material adverse changes to these Terms will apply from the Customer's next renewal (next Subscription Term) unless required by law sooner.

20.3 SCX.ai may update these Terms with notice as required by law or for security. Continued use after the effective date constitutes acceptance to the extent permitted by law.

21.1 Governing law: New South Wales, Australia.

21.2 Jurisdiction: Disputes are subject to the exclusive jurisdiction of the courts of New South Wales.

21.3 If a provision is invalid, the remainder remains in effect.

21.4 This Agreement (with the Quote and incorporated policies) is the entire agreement and supersedes prior discussions.

21.5 Waivers must be in writing.

21.6 SCX.ai may assign to an affiliate or successor involving substantially similar business, with reasonable notice. The Customer may assign with SCX.ai consent (not unreasonably withheld) or in connection with a merger or asset sale affecting the Services.

21.7 Notices to SCX.ai: [email protected] and the address in the Quote. Notices to the Customer: details in the Quote or account email.

21.8 Independent contractors; no partnership or agency.

21.9 The Customer must comply with export controls and sanctions applicable to its use and its users.

21.10 SCX.ai may reference the Customer as a customer only with prior written approval unless aggregate or non-identifying.

22.1 Anti-bribery: Each party will comply with applicable anti-bribery and anti-corruption laws.

22.2 Government or regulated customers: If the Customer is a government agency or regulated entity, additional compliance terms in the Quote (if any) prevail to the extent of inconsistency.

22.3 Audits: On thirty (30) days' notice (not more than once per twelve (12) months, except following a substantiated security concern), the Customer (or an independent auditor bound by confidentiality) may review SCX.ai's relevant controls documentation and receive reasonable cooperation with questionnaires, in a manner that does not unreasonably disrupt operations or require disclosure of other customers' confidential information.