General Terms

1. About these terms

These General Terms are between The Trustee for The Wink Group (ABN 69 794 946 307) of 1/10 Langton Street, Glenroy VIC 3046, Australia, trading as Wopie (we, us, Provider) and the Customer (you). They form part of the Agreement together with the Definitions, Acceptable Use Policy, Product Terms, Usage Terms, License Terms, Privacy Policy, Data Processing Agreement and Sub-processor List. Capitalised terms have the meanings given in the Definitions, which also set out which document wins if two conflict.

We enter the Agreement only in our capacity as trustee of The Wink Group (the Trust), and not in any personal capacity. The Trustee limitation of liability clause explains what that means for you.

You accept the Agreement by clicking to accept it, by installing the Wopie app in a Workspace, or by using the Service, whichever happens first. The person who accepts warrants that they are at least 18 years old and have authority to bind the Customer. The Service is offered to businesses and other organisations, not to individuals for personal, domestic or household use. Your Chat Platform settings may require a Slack or Microsoft Teams administrator to approve the Wopie app; obtaining that approval is your responsibility.

2. Term

The Agreement starts on the Effective Date and continues while your Account exists. A paid Subscription Term renews automatically for a further period of the same length unless you cancel before the renewal date. You can cancel in the web application at any time, and cancellation takes effect at the end of the current Subscription Term. Credit top-ups are one-off purchases and do not renew.

We will email your Account email address before a Subscription Term renews: at least 7 days before for a monthly term, and at least 30 days before for a term of 3 months or longer. The reminder states the renewal date, the amount and how to cancel. If we do not send it, you may cancel the renewed term within 30 days of the renewal date and we will refund the renewal Fees in full.

3. Termination

• For convenience. Either party may end the Agreement on 30 days' written notice. You give that notice by cancelling your Account in the web application.
• For breach. Either party may end the Agreement if the other materially breaches it and does not cure the breach within 14 days of receiving written notice describing it.
• Immediately. We may end or suspend the Agreement immediately if you materially breach the Acceptable Use Policy, become insolvent or enter administration, liquidation or a similar arrangement, or if a law, court order or Chat Platform requirement makes it unlawful or impracticable for us to keep providing the Service. For a breach of the Acceptable Use Policy that is not serious and can be fixed, we will give you notice and a reasonable chance to fix it before we act.

When the Agreement ends, your right to use the Service ends and we disconnect Wopie from your Workspaces and Connected Tools. For 30 days after termination you can export your Customer Data through the web application. After that we delete Customer Data as described in the Privacy Policy: active data within 30 days of the end date, with backups rotating out within 35 days of the end date.

• If you end the Agreement because we materially breached it and did not fix the breach, or if we discontinue a core capability as described in the License Terms, we refund prepaid subscription Fees for the unused part of the Subscription Term on a pro-rata basis.
• Otherwise we do not refund prepaid Fees when the Agreement ends, unless these terms or the law require it.
• These clauses survive termination: Fees and payment (for amounts already due), Warranties (to the extent of accrued claims), Australian Consumer Law, Limitation of liability, Trustee limitation of liability, Indemnities, Confidentiality and publicity, General, and Governing law and disputes, together with the Data Processing Agreement for as long as we hold Customer Data, and the ownership clauses in the License Terms.

4. Fees and payment

Use of the Service is metered in Credits, consumed per task at the rates on the Pricing Page and explained in the Usage Terms. Top-up Credits are prepaid, and subscription Fees are billed in advance for each Subscription Term. Payments are processed by Stripe, and you authorise us to charge your nominated payment method when Fees fall due.

• Prices are in Australian dollars unless the Pricing Page or an Order Form states another currency.
• Prices are exclusive of GST unless stated otherwise. Where GST applies we add it and issue a tax invoice.
• You are responsible for all other taxes, duties and levies arising from your purchase, other than taxes on our income.
• If you dispute an invoice, tell us within 30 days of the invoice date and explain why. We will work with you in good faith to resolve it. Undisputed amounts remain payable.
• If Fees are overdue we may suspend the Service after giving 14 days' notice. Suspension does not relieve you of the obligation to pay.
• We may change prices with at least 30 days' notice. A price change applies from your next renewal and never to Credits you have already purchased.

5. Warranties

Each party warrants that it is validly existing, has the authority to enter into the Agreement, and that doing so does not breach any other obligation it has.

We warrant that we will provide the Service with reasonable care and skill and materially in accordance with the Documentation. If the Service does not meet this warranty, your remedy is for us to correct the problem or, if we cannot do so within a reasonable time, for you to end the affected subscription and receive a pro-rata refund of prepaid Fees for the remaining Subscription Term.

You warrant that:

• you have the right to connect each Workspace and Connected Tool and to give us access to the Customer Data held in them;
• you have obtained the consents and given the notices needed to share Customer Data, including Personal Information, with us and our Sub-processors;
• you will not submit Regulated Data to the Service, and you will configure Connected Tools and Channels so that Wopie does not read it;
• neither you nor any Authorised User is subject to sanctions, or located in or ordinarily resident in a sanctioned country or region, under Australian, United States, United Kingdom or European Union sanctions and export-control laws, and you will not make the Service available to anyone who is; and
• your use of the Service, and that of your Authorised Users, will comply with the Agreement and applicable law.

Except as expressly stated in the Agreement, and to the extent the law permits, the Service is provided as-is and we exclude all other warranties, conditions and guarantees, express or implied, including as to fitness for a particular purpose, non-infringement, and uninterrupted or error-free operation.

6. AI-generated Outputs

Wopie produces Outputs using probabilistic large language models supplied by Model Providers. Outputs may be inaccurate, incomplete or out of date, and Wopie may misread the context it was given. Treat every Output as a draft for a person to check, not as a decision.

• An Authorised User must review each Output before relying on it, sending it, or giving an Approval based on it.
• Outputs are not legal, financial, tax, accounting, medical or other professional advice. Where a matter needs professional advice, get it from a qualified professional before acting.
• We do not warrant that any Output will be accurate, complete or suitable for a particular purpose.
• The Approval Rules, Gated Actions and Blocked Actions described in the Product Terms reduce risk; they do not replace your supervision.

7. Australian Consumer Law

Our services may come with guarantees that cannot be excluded under the Australian Consumer Law or similar laws. Nothing in the Agreement excludes, restricts or modifies any guarantee, right or remedy that cannot lawfully be excluded, restricted or modified. Where such a guarantee applies and the law permits us to limit our liability for failing to comply with it, our liability is limited, at our option, to supplying the services again or paying the cost of having them supplied again. The exclusions and limits in the following clauses apply only to the extent the law allows.

8. Limitation of liability

• Excluded loss. To the extent the law permits, neither party is liable to the other for indirect or consequential loss, or for loss of profit, revenue, business, anticipated savings, data or goodwill, however it arises and even if the party was told it was possible.
• Cap. Each party's total aggregate liability arising out of or in connection with the Agreement, whether in contract, tort (including negligence), under statute or otherwise, is limited to the greater of the Fees you paid us in the 12 months immediately before the event giving rise to the claim and AUD 100.
• Carve-outs. The exclusion and cap above do not apply to a party's obligations under the Indemnities clause, to your obligation to pay Fees, to liability for wilful misconduct or fraud, or to any liability that cannot be limited by law.

9. Trustee limitation of liability

We enter the Agreement only in our capacity as trustee of The Wink Group (the Trust) and in no other capacity. This clause explains what that means, and it applies despite anything else in the Agreement.

• Our liability under or in connection with the Agreement is limited to the assets of the Trust and to the extent to which we are actually indemnified out of those assets. You may enforce a claim against us only against the assets of the Trust.
• That limit does not apply, and you may recover against us personally, to the extent our right of indemnity out of the Trust assets is reduced or lost because of our own fraud, negligence, wilful misconduct or breach of trust.
• We warrant that we are the sole trustee of the Trust, that no action has been taken to remove or replace us, that we have power under the trust deed to enter the Agreement and provide the Service, and that we have a right of indemnity out of the Trust assets that has not been limited by us.
• If we are replaced as trustee, we will tell you promptly and procure that the incoming trustee assumes our obligations under the Agreement.
• This clause limits who you can recover from, not the standard of service we owe you. It does not limit or affect the Australian Consumer Law clause, and it does not apply to any liability that cannot be limited by law.

10. Indemnities

Your indemnity. You indemnify us, our Affiliates and our personnel against loss, damage, cost and expense (including reasonable legal fees) arising from a third-party claim or regulatory action to the extent it results from: (a) Customer Data, including any claim that our processing of Customer Data in accordance with the Agreement infringes a third party's rights or breaches a law; (b) your breach of the Acceptable Use Policy; or (c) your submission of Regulated Data to the Service.

Our indemnity. We indemnify you against loss, damage, cost and expense (including reasonable legal fees) awarded against you by a court, or agreed in a settlement we approve, arising from a third-party claim that the Service, as we provide it, infringes that party's intellectual property rights in Australia, the United States, the United Kingdom, the European Economic Area, Canada or New Zealand. It does not cover claims arising from Customer Data, Connected Tools, Chat Platforms or Outputs that reproduce third-party content; from use in breach of the Agreement; from combining the Service with anything we did not supply; or from continued use after we offer a non-infringing alternative.

If an infringement claim is made or likely, we may at our expense modify the Service so it no longer infringes, obtain a licence for your continued use, or, if neither is commercially reasonable, end the affected part of the Service and refund prepaid Fees for the remainder of the Subscription Term. Subject to the Australian Consumer Law clause, this is your sole remedy for infringement. The party seeking an indemnity must notify the other promptly, give it control of the defence and settlement (no settlement may admit fault or impose obligations on the indemnified party without its consent), and give reasonable assistance at the indemnifying party's expense.

11. Confidentiality and publicity

Confidential Information means information one party discloses to the other in connection with the Agreement that is marked confidential or that a reasonable person would understand to be confidential. Customer Data is your Confidential Information. Non-public information about the Service, its pricing, roadmap and security documentation is ours.

• Each party will use the other's Confidential Information only to perform the Agreement or exercise its rights, protect it with at least reasonable care, and disclose it only to personnel, Affiliates, advisers and Sub-processors who need it and are bound by equivalent obligations.
• These obligations do not apply to information that is or becomes public without a breach, that the recipient already knew without a duty of confidence, that a third party lawfully disclosed without restriction, or that the recipient developed independently.
• A party may disclose Confidential Information where required by law, court order or a regulator, provided it gives the other party prompt notice where lawful and discloses only what is required.
• These obligations continue for 3 years after the Agreement ends and, for trade secrets, for as long as the information remains a trade secret.

Publicity. We will not name you as a customer, use your logo, or describe your use of the Service publicly without your prior written consent, which you may withdraw at any time.

12. Changes to these terms

We may update the Agreement from time to time. For a material change we will give at least 30 days' notice by email to your Account email address or by a notice in the web application, and we will update the effective date shown on the relevant page. If you object to a material change you may end the Agreement before the change takes effect by cancelling in the web application, and we will refund any unused prepaid subscription Fees for the remaining Subscription Term on a pro-rata basis. If you keep using the Service after the effective date, you accept the change. Changes that are not material, such as clarifications and corrections, take effect when published.

We review every document in the Agreement at least once a year, and whenever the Service or the law changes materially. Each page shows the version and effective date of the text you are reading.

13. Third-party platforms

Wopie runs inside Chat Platforms and reads from Connected Tools that other companies operate. Your use of Slack, Microsoft Teams and each Connected Tool is governed by that provider's own terms and privacy policy, not by the Agreement. We are not responsible for the availability, security, accuracy or conduct of those platforms, or for changes they make to their APIs, permissions or marketplace rules that affect Wopie. Our Model Providers and other Sub-processors are listed at /legal/sub-processors, and our security practices are described at /security.

14. General

• Notices. Notices to us must be sent by email to legal@wopie.ai. Notices to you will be sent to your Account email address or shown in the web application. A notice is taken to be received on the next business day after it is sent.
• Assignment. You may not assign or transfer the Agreement without our written consent, which we will not unreasonably withhold. We may assign the Agreement to an Affiliate, or to a successor in a merger, acquisition or sale of the business to which the Agreement relates, by giving you notice.
• Force majeure. Neither party is liable for delay or failure to perform caused by events outside its reasonable control, including natural disasters, government action, and failures of the internet or of a Chat Platform, Connected Tool or Model Provider. This does not excuse an obligation to pay money.
• Severability. If any part of the Agreement is invalid or unenforceable, it is read down or severed to the minimum extent necessary and the rest continues in force.
• Entire agreement. The Agreement is the entire agreement between the parties about its subject matter and replaces all earlier discussions, proposals and representations. Terms in your purchase order or vendor forms do not apply unless we sign them.
• No waiver. A delay or failure in exercising a right is not a waiver of it. A waiver must be in writing.
• Relationship. The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency or employment relationship.
• No third-party rights. Only you and we may enforce the Agreement. No other person has a right to enforce it, except that our Affiliates and personnel may enforce the Indemnities clause and a data subject may enforce the rights the Standard Contractual Clauses give them.
• Contacts. Legal notices: legal@wopie.ai. Support: support@wopie.ai. Privacy: privacy@wopie.ai. Security: security@wopie.ai.

15. Governing law and disputes

The Agreement is governed by the laws of Victoria, Australia. Each party submits to the non-exclusive jurisdiction of the courts of Victoria and the courts that hear appeals from them. Before starting court proceedings, other than for urgent injunctive relief, a party must give the other written notice describing the dispute, and senior representatives of both parties must try in good faith to resolve it within 30 days. Notices of dispute to us go to legal@wopie.ai.