Kondakta.ai Terms and Conditions

These Terms apply from the time you agree to these Terms, until the date these Terms are terminated in accordance with their Terms (Term).

Subject to your compliance with these Terms, we will provide you with access to the Services.

Where we require access to your premises or computer systems in order to provide the Services, you agree to provide us with such access free from risk to the safety of our employees and contractors.

Where the Services include the provision of an application programming interface (API), you agree to only use the API in accordance with the documentation that we provide to you through our Site or otherwise.

We will not be responsible for any other services unless expressly set out in these Terms or on our Site.

If we provide you with access to any new or early access services, you acknowledge that because of the developmental nature of such services, you use them at your own risk and we have no obligation to maintain or provide error corrections. Any new or early access services we provide you with access to are for evaluation purposes only and not for production use, and we may discontinue those services at any time at our sole discretion.

Where you engage third parties to operate alongside the Services (for example, any third-party software systems you wish to integrate with the Services), those third parties are independent of us and you are responsible for (meaning we will not be liable for) the goods or services they provide, unless we expressly agree otherwise.

We may amend these Terms at any time, by providing written notice to you. By clicking "I accept" or continuing to use the Services after the notice or 30 days after notification (whichever date is earlier), you agree to the amended Terms. If you do not agree to the amendment, you should cease using the Services. If you have paid upfront for recurring access to any of the Services (excluding one-time purchases) and you would like to cancel them, please contact us in writing within 30 days of receiving notice to cancel that recurring access and we will issue you a pro-rata refund for such Services.

You must create an account to access and use the Services. Accounts are created using Single Sign-On (SSO).

While you have an Account with us, you agree to:

1. keep your information up-to-date (and ensure it remains true, accurate and complete);
2. keep your SSO credentials confidential, secure and protect them from misuse or being stolen; and
3. notify us if you become aware of, or have reason to suspect, any unauthorised access to your Account or any logins linked to your Account.

If you close your Account, you will lose access to the Services.

You may choose to purchase Services from us, as set out on our Site and we offer premium Services through monthly and annual subscription plans (Paid Services). You must pay all amounts due under these Terms in accordance with these Terms or as set out on our Site (as applicable).

Details of our Paid Services including all relevant details are available on our website https://kondakta.com/kondakta-ai (our Site), including features, limitations, fees and billing cycles (for recurring services). For recurring services, you will be billed on a regular basis, as set out on our Site, at the beginning of each billing cycle. All other Paid Services must be paid for at the time you order the Service.

We provide certain basic Services at no charge (Freemium Accounts). Freemium Accounts are provided "as is" and may be subject to usage limitations as specified on our Site.

We may offer free trials for Paid Services. At the end of any free trial period, you will either begin to be charged for the Paid Service or revert to Free Services (if available), as specified in the trial offer.

You may upgrade or downgrade any recurring Services at any time through your Account. Changes to your recurring Services will take effect as follows:

1. Upgrades: Immediately, with pro-rata charges applied for the current billing cycle.
2. Downgrades: At the beginning of the next billing cycle.

Cancellation: All recurring Services continue for the agreed Service term that you selected when purchasing the Service (Service Term). At the end of each Service Term, provided you have paid all fees owing, your recurring Services will be automatically renewed for the same term. If you wish to cancel your recurring Services, you may do so through your Account. Your cancellation will take effect at the end of your current Service Term, and the recurring Services will not be renewed (meaning you will need to continue paying all fees due up until your current Service Term ends). If you are on an annual Service Term, we will provide you with a renewal reminder at least 30 days prior to the Services renewing.

Our payments methods will be set out at the time you purchase the Services. If you choose to pay your fees using one of our third-party payment processors, you may need to accept their terms and conditions (if this is the case, these will be set out at the time you make payment).

You must not pay, or attempt to pay, any fees due under these Terms or as a result of your use of the Services by fraudulent or unlawful means. If you make payment by debit or credit card, you must be the authorised card holder. If payment is made by direct debit, by providing your bank account details and accepting these Terms, you authorise our nominated third-party payment processor to debit your bank account, and you confirm that you are either the holder or an authorised signatory of that bank account.

If any fees due under these Terms or as a result of your use of the Services are not paid on time we reserve the right to downgrade your account to our Freemium Account until your account is up to date. We may:

1. suspend your access to the Services; and
2. charge interest on any overdue payments at a rate equal to the Reserve Bank of Australia's cash rate, from time-to-time, plus 2% per annum, calculated daily and compounding monthly.

If you are not based in Australia or New Zealand, you are responsible for paying any levies or taxes associated with your use of the Services, for example sales taxes, value-added taxes or withholding taxes (unless we are required by law to collect these on your behalf).

During the Term, we grant you a right to use our basic Services in accordance with these Terms. This right cannot be passed on or transferred to any other person.

When you purchase our Paid Services, your access rights will vary based on the type of service. For one-time purchases, we grant you the right to access the purchased Service until the earlier of the specified duration of access, the termination of these Terms or your cancellation of the specific Service. For recurring services, we grant you and your Authorised Users a right to access the relevant Services only for the duration that you continue to pay for the Service, subject to these Terms. These rights cannot be passed on or transferred to any other person.

You must not:

1. access or use the Services in any way that is improper or breaches any laws, infringes any person's rights (for example, intellectual property rights and privacy rights), or gives rise to any civil or criminal liability;
2. interfere with or interrupt the supply of the Services, or any other person's access to or use of the Services;
3. introduce any viruses or other malicious software code into the Services;
4. use any unauthorised or modified version of the Services, including but not limited to for the purpose of building similar or competitive software or for the purpose of obtaining unauthorised access to the Services;
5. attempt to access, obtain, or use any data, systems, networks, servers, accounts, or information that you are not expressly authorised to access, including through hacking, password cracking, or any other unauthorised means;
6. use the Services in any way that involves service bureau use, outsourcing, renting, reselling, sublicensing, concurrent use of a single user login, or time-sharing;
7. circumvent, disable, damage, or otherwise interfere with user authentication, security measures, access controls, or protective systems of any networks, accounts, hosts, systems, or infrastructure (whether ours or any third party's), including through hacking, penetration testing, or deployment of security exploits;
8. access or use the Services to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing, harassing or unwanted;
9. engage in any form of hacking, cracking, or other computer intrusion activities, including but not limited to:
   1. attempting to gain unauthorised access to computer systems, networks, or data;
   2. exploiting security vulnerabilities;
   3. conducting port scanning, network reconnaissance, or similar probing activities;
   4. using automated tools to test or compromise security measures;
10. attempt to reverse engineer, decompile, disassemble, or otherwise derive source code from the Services, except to the extent expressly permitted by applicable law;
11. use the Services to access, store, transmit, or process any data or information that you do not have lawful authority to access, use, or possess; or
12. impersonate any person or entity, or falsely represent your affiliation with any person or entity when using the Services.

If the Services include API access, you may use any provided APIs in accordance with our API documentation and usage policies. You may make necessary modifications to facilitate such integration, provided that such modifications do not alter or compromise the core functionality or security of the Services.

Access to the Services — including any trial, free, early access, demo or sandbox environment, and any documentation, training material or support content we make available — is granted solely for your own internal business use in operating your sales function. You must not:

1. use the Services, or permit them to be used, for competitive intelligence, benchmarking, feature comparison, market research, or any published or private review or evaluation for the benefit of a competitor;
2. use the Services to design, develop, build, train, improve, market or support any product or service that competes with, or is substantially similar to, the Services;
3. copy, replicate, adapt or derive our workflows, prioritisation logic, scoring or qualification models (including MEDDIC scoring), prompts, coaching content, screens, layouts, user journeys, data models or documentation; or
4. publish, disclose or share screenshots, screen recordings, exports or extracts of the Services or their outputs without our prior written consent.

Access requested or obtained on behalf of, or for the benefit of, a competitor without our prior written consent is unauthorised access to the Services and a material breach of these Terms.

You must not:

1. access or interact with the Services using any bot, crawler, spider, scraper, headless browser, automated agent, autonomous AI agent or other automated means, except through our published APIs and in accordance with clause 4.4;
2. use the Services, their content, their outputs (including Platform Outputs) or their documentation as input or reference data to train, fine-tune, distil, evaluate, benchmark, ground, retrieve against or prompt any machine learning, large language or other artificial intelligence model or system; or
3. extract, harvest or systematically collect data from the Services by automated means.

We may monitor for, rate limit, block or terminate automated or scripted access without notice, and we may apply technical measures to detect and prevent it.

Clauses 4.5 and 4.6 will survive the termination or expiry of these Terms.

While we strive to always make the Services available to you, we do not make any promises that these will be available 100% of the time. The Services may be disrupted during certain periods, including, for example, as a result of scheduled or emergency maintenance or events beyond our reasonable control.

We are not liable for any disruption, downtime, or unavailability of the Services caused by or resulting from:

1. Third party technology services including but not limited to: cloud hosting providers, email service providers, CRM platforms, API services and integrations with third party software;
2. Infrastructure failures including internet and telecommunications infrastructure failure, internet service provider outages or slowdowns; DNS failure or routing issues; networking congestion or bandwidth limitations, backbone network failures, data centre issues, or hardware malfunction;
3. Force Majeure events including natural disaster, extreme weather, earthquake, flood, fire, epidemic, pandemic, war, terrorism, civil unrest or government actions;
4. Security related events including cyber attacks, hacking attempts, DDoS attacks, or security incidents affecting us or any third party provider;
5. Regulatory or compliance actions including government mandated shutdown, court orders or regulatory investigations affecting us or third party providers we may rely on;
6. Labour related disruptions including strikes, industrial action or key personnel unavailability; or
7. Any other event or circumstance beyond our reasonable control.

We will try to provide you with reasonable notice, where possible, of any disruptions to your access to the Services.

We may perform maintenance and release updates, changes and improvements to the Services from time to time, which may briefly interrupt access or alter features. Support is provided through the in-app help panel and, where applicable, the support channels and response targets set out on our Site or in your plan.

We own all intellectual property rights in the Services. This includes how the Services look and function, as well as our copyrighted works, trademarks, inventions, designs and other intellectual property. You agree not to copy or otherwise misuse our intellectual property without our written permission (for example, to reverse engineer or discover the source code of our intellectual property), and you must not alter or remove any confidentiality, copyright or other ownership notice placed on the Services.

We may use any feedback or suggestions that you give us in any manner which we see fit (for example, to develop new features), and no benefit will be owed to you as a result of any use by us of your feedback or suggestions.

We do not own any of Your Data, but when you enter or upload any of Your Data into the Services, you grant us the right to access, analyse, backup, copy, store, transmit, and otherwise use Your Data for the duration of your use of the Services (and for a reasonable period of time afterwards). We may use Your Data (or disclose it to third party service providers) to:

1. supply the Services to you and otherwise perform our obligations under these Terms;
2. diagnose problems with the Services;
3. improve, develop and protect the Services;
4. send you information we think may be of interest to you based on your marketing preferences;
5. perform analytics for the purpose of remedying bugs or issues with the Services; or
6. perform our obligations under these Terms (as reasonably required).

Any content, outputs, or materials generated by the Services in response to your inputs (Platform Outputs) are owned by you. However, by using the Services, you grant us a non-exclusive, royalty-free licence to access, analyse, backup, copy, store, transmit, and otherwise use Platform Outputs for the duration of your use of the Services (and for a reasonable period of time afterwards) solely for the purposes of providing the Services to you, improving our Services, and fulfilling our obligations under these Terms.

You acknowledge and agree that because of the nature of the internet, the processing and transmission of Your Data by us may occur over various networks.

You are responsible for (meaning we are not liable for):

1. the integrity of Your Data on your systems, networks or any device controlled by you; and
2. backing up Your Data.

When you use the Services, we may create anonymised statistical data from Your Data and usage of the Services (for example, through aggregation). Once anonymised, we own that data and may use it for our own purposes, such as to provide and improve the Services, to develop new services or product offerings, to identify business trends, and for other uses we communicate to you.

If you do not provide Your Data to us, it may impact your ability to receive the Services.

The Services allow you to connect third party systems, including Salesforce, Microsoft 365, Google Workspace and Slack (each a Connected System). When you authorise a connection, you:

1. authorise us to read data from that Connected System, and to write data to it only where you or your administrator have enabled writing, in each case using the permissions granted through your authorisation;
2. confirm you have the authority and any necessary consents to grant that access; and
3. remain responsible for the configuration, permissions and terms applying to that Connected System.

You may revoke a connection at any time from the Integration Hub in your Account, or from the relevant third party provider. Revoking a connection may reduce or disable parts of the Services. Connected Systems are operated independently of us and clause 1.7 applies to them.

Konductor and other AI-assisted features of the Services generate suggestions, prioritised recommendations, drafts, summaries and scores using artificial intelligence models, including third party models supplied by our sub-processors. These are Platform Outputs.

You acknowledge that Platform Outputs may be incomplete, inaccurate, out of date or unsuitable for your circumstances, may not be unique to you, and are provided for your review. You remain solely responsible for reviewing Platform Outputs and for anything you send, save, publish, write to a Connected System or otherwise act upon. We do not warrant any particular result, revenue or sales outcome.

The Services do not record, transcribe or listen to your calls, meetings or emails. Where you enable a feature that processes communications content you supply, we will do so only as described on our Site and in our privacy policy.

This clause 6 will survive the termination or expiry of these Terms.

While using the Services, you may share confidential information with us, and you may become aware of confidential information about us. You agree not to use our confidential information, and to take reasonable steps to protect our confidential information from being disclosed without our permission, and we agree to do the same for your confidential information.

However, either you or we may share confidential information with legal or regulatory authorities if required by law to do so.

We collect, hold, and disclose and use any Personal Information you provide to us in accordance with our privacy policy, available on the Site, and applicable privacy laws.

You must only disclose Personal Information to us if you have the right to do so (such as having the individual's express consent).

We may need to disclose Personal Information to third parties, such as our related companies or our service providers (for example, IT and administrative service providers and our professional advisors).

Where we are required by law to report on our activities, you acknowledge that from time to time we may request certain information from you in order to meet our requirements, and you agree to provide us with such information within the timeframes reasonably requested by us.

This clause 7 will survive the termination or expiry of these Terms.

In some jurisdictions, you may have guarantees, rights or other remedies provided by law (Consumer Law Rights), and these Terms do not restrict your Consumer Law Rights. We will only be bound by your Consumer Law Rights and the express wording of these Terms.

Subject to your Consumer Law Rights, we do not provide a refund for a change of mind or change in circumstance.

If you accept these Terms in Australia, nothing in these Terms should be interpreted to exclude, restrict or modify the application of, or any rights or remedies you may have under, any part of the Australian Consumer Law (as set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth)).

This clause 8 will survive the termination or expiry of these Terms.

To the maximum extent permitted by law, we will not be liable for, and you release us from liability for, any Liability caused or contributed to by, arising from or in connection with:

1. your computing environment (for example, your hardware, software, information technology and telecommunications services and systems); or
2. any use of the Services by a person or entity other than you.

Regardless of whatever else is stated in these Terms, to the maximum extent permitted by law:

1. neither we or you are liable for any Consequential Loss;
2. a party's liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the actions (or inactions) of the other party, including any failure by the other party to mitigate its loss;
3. (where the Services are not ordinarily acquired for personal, domestic or household use or consumption) in respect of any failure by us to comply with relevant Consumer Law Rights, our Liability is limited (at our discretion) to supplying the Services again or paying the cost of having the Services supplied again; and
4. our aggregate liability to you for any Liability arising from or in connection with these Terms will be limited to the amount of any fees paid by you to us during the 12 months immediately preceding the event giving rise to the Liability, or if you have not paid for the Service, to AU$1,000.

This clause 9 will survive the termination or expiry of these Terms.

We may suspend your access to the Services where we reasonably believe there has been any unauthorised access to or use of the Services (such as the unauthorised sharing of login details for the Services). If we suspend your access to the Services, we will let you know within a reasonable time of doing so, and we will work with you to resolve the matter, or if it cannot be resolved, then we may terminate these Terms and your access to the Services will end.

We may downgrade your account to a Freemium Account in the event you fail to pay your fees when they are due.

We may terminate these Terms (meaning you will lose access to the Services, and any recurring Services will be cancelled and we shall close your account) if:

1. you fail to pay your fees when they are due;
2. you breach these Terms and do not remedy that breach within 14 days of us notifying you of that breach;
3. you breach these Terms and that breach cannot be remedied;
4. your account has been inactive for six (6) months or more;
5. we decide to discontinue the Services, in which case we will provide you with at least 90 days' written notice and if you have paid upfront for ongoing access to any of the Services (excluding one-time purchases) we will issue you a pro-rata refund for such Services; or
6. you experience an insolvency event.

You may terminate these Terms if:

1. we breach these Terms and do not remedy that breach within 14 days of you notifying us of that breach; or
2. we breach these Terms and that breach cannot be remedied, and if you have paid fees for recurring Services upfront, you will be issued a pro-rata refund of any unused part of those fees based on the portion of the then-current Services period remaining.

You may also terminate these Terms at any time by notifying us through your Account or to our email for notices (as set out in clause 11.8), and if you have purchased any recurring services, termination will take effect at the end of your current Services period.

Upon termination, you may export Your Data from your Account for 30 days after termination takes effect. After that period, we will retain Your Data only as required by applicable laws (including tax and corporate record requirements), with all other data removed within 30 days of account closure. Your rights and our restrictions under clauses 4.5 and 4.6 continue to apply after termination.

Termination of these Terms will not affect any other rights or liabilities that we or you may have.

This clause 10 will survive the termination or expiry of these Terms.

Assignment: You may not transfer or assign these Terms (including any benefits or obligations you have under these Terms) to any third party without our prior written consent. We may assign or transfer these Terms to a third party, or transfer any debt owed by you to us to a debt collector or other third party.

Disputes: Neither we or you may commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, these Terms (Dispute) unless we and you first meet (in good faith) to resolve the Dispute. Nothing in this clause will operate to prevent us or you from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.

If the Dispute is not resolved at that initial meeting:

1. where you are resident or incorporated in Australia, refer the matter to mediation, administered by the Australian Disputes Centre in accordance with Australian Disputes Centre Guidelines for Commercial Mediation; or
2. where you are not resident or incorporated in Australia, refer the matter to arbitration administered by the Australian Centre for International Commercial Arbitration, with such arbitration to be conducted in Melbourne, Victoria, before one arbitrator, in English and in accordance with the ACICA Arbitration Rules.

Events Outside Our Control: Without limiting clause 5, we will not be liable for any delay or failure to perform our obligations (including the Services), if such delay or failure is caused or contributed to by an event or circumstance beyond our reasonable control.

Governing law: These Terms are governed by the laws of Victoria, and any matter relating to these Terms is to be determined exclusively by the courts in Victoria, Australia and any courts entitled to hear appeals from those courts.

Illegal Requests: We reserve the right to refuse any request for or in relation to the Services that we deem inappropriate, unethical, unreasonable, illegal or otherwise non-compliant with these Terms.

Marketing: You agree that we may send you electronic communications about our products and services. You may opt-out at any time by using the unsubscribe function in our electronic communications.

Nature of Legal Relationship: These Terms do not create, and should not be interpreted so as to create, a partnership, joint venture, employment or agency relationship between us and you.

Notices: Any notice you send to us must be sent to our email set out at the beginning of these Terms. Any notice we send to you will be sent to the email address registered against your Account.

Professional Services Disclaimer: The Services do not constitute, and are not a substitute for, financial, legal or risk management advice.

Publicity: You agree that we may, with your written consent, advertise or publicise the fact you are a customer of ours, for example on the Site or in our promotional material, and you grant us a right to display and use your logo and branding solely for that purpose.

In these Terms:

• Account means an account accessible to the individual or entity who signed up to the Services.
• Consequential Loss includes any consequential loss, special or indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.
• Freemium Account means an account we do not charge for access to that has reduced functionality compared to our paid product as described in clause 3.3.
• Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or us or you or otherwise.
• Personal Information means any information or opinion about an identified individual, or an individual who is reasonably identifiable, whether the information or opinion is true or not, and whether the information or opinion is recorded in a tangible form or not.
• Services means the services we provide to you, as detailed at the beginning of these Terms.
• Site means https://kondakta.com/
• You, Your means you as an individual if you are accepting these Terms for yourself. If you are accepting these Terms on behalf of an entity (such as your employer) and you are authorised to do so, then you or your means that entity.
• Your Data means the information, materials, logos, documents, qualifications and other intellectual property or data supplied by you when receiving the Services or stored by or generated by your use of the Services, including any Personal Information collected, used, disclosed, stored or otherwise handled in connection with the Services.
• We, Us (or Our) means Kondakta Australia Pty Ltd ABN 20 683 639 974.