Online Master Services & Subscription Terms
These Online Master Services & Subscription Terms (Terms) govern access to and use of the Uncapt Reasoning Platform and related services. By executing an order form, quote or statement of work that references these Terms (each, an Order) or by accessing the Services, you agree to be bound by these Terms. If we sign a bespoke master agreement with you, that signed agreement prevails for the applicable Orders.
Related documents (incorporated by reference where applicable):
- • Acceptable Use Policy (AUP): https://uncapt.com/legal/aup
- • Support & SLA: https://uncapt.com/legal/sla
- • AU Privacy & DPA: https://uncapt.com/legal/dpa
- • Security Measures Summary: https://uncapt.com/legal/security
1) Definitions
Capitalised terms have the meanings set out below.
2) Agreement Structure, Precedence, Updates
2.1 Structure
Each Order sets out the commercial details for a transaction (Subscription Services and/or Professional Services). These Terms apply to all Orders that reference them.
2.2 Order of precedence
If there is any conflict for a given transaction, the following controls in order:
- 1. DPA (for privacy and security matters, if executed)
- 2. The applicable Order (including any SOW) for that transaction
- 3. These Terms
- 4. Referenced policies/exhibits (SLA, AUP, Security Summary, Limited Use Service description)
2.3 Updates to these Terms
We may update these Terms from time to time to reflect product, legal, or operational changes.
Material changes will be notified (email or in‑product banner) at least 15 days before taking effect and will apply at the next renewal unless you accept earlier (by continued use or executing a new Order).
3) Eligibility, Accounts, Access & Acceptable Use
3.1 Eligibility and account security
You must be legally capable of entering into contracts and must ensure user information is accurate and up to date.
You are responsible for user provisioning, role‑based access, credential security (including MFA where available), and for actions taken through your accounts.
3.2 Access grant
During the subscription term and subject to payment and compliance, we grant you a non‑exclusive, non‑transferable (except as permitted in Section 16), non‑sublicensable right for authorised users to access and use the Platform in the specified Deployment, volumes and regions for your internal business purposes.
3.3 Contractors and third parties
You may permit your personnel and contractors to use the Services solely for your benefit and remain responsible for their compliance.
3.4 Acceptable Use Policy (AUP)
You must comply with the AUP (https://uncapt.com/legal/aup), including prohibitions on reverse engineering, attempts to extract model weights or underlying logic, unsafe/illegal uses, credential sharing, penetration/load testing without our prior written consent, and bypassing safety gates or technical protections.
3.5 Suspension
We may suspend Services (in whole or part) upon notice if: (a) undisputed invoices are more than 14 days overdue; (b) you or your users breach these Terms, the AUP, or law and do not promptly remedy; or (c) continued use presents a material security or legal risk. We will reinstate once the issue is resolved.
3.6 Service modifications & deprecation
We may update or modify the Platform (including adding/removing features) provided there is no material reduction in core functionality purchased.
If we deprecate a material feature, we will use reasonable efforts to provide at least 6 months' prior notice and propose alternatives where commercially feasible.
3.7 Beta/preview features
Features identified as beta/preview are provided "as is," may be modified or discontinued, are excluded from SLA commitments, and are used at your discretion.
4) Professional Services, Deliverables & Acceptance
We will perform Professional Services with reasonable skill and care using appropriately skilled personnel. We may use subcontractors and remain responsible for their performance.
Deliverables and acceptance criteria will be set out in an SOW.
Unless an SOW states otherwise, you have 10 Business Days after delivery to accept or provide written notice of material non‑conformity; we will remedy and resubmit. Deliverables are deemed accepted if you do not provide timely written rejection.
Out‑of‑scope requests require a written change order with any fee/schedule adjustments.
5) Fees, Billing, Taxes, Renewal, Overage
5.1 Fees and billing
Fees and billing schedules are set out in your Order. Unless stated otherwise: subscriptions are invoiced per the Order; time‑and‑materials monthly in arrears; fixed‑fee milestones on completion.
5.2 Payment terms
Unless stated otherwise in the Order, invoices are due Net 14 days from invoice date. Late amounts may accrue interest at 1.5% per month (or the maximum permitted by law). We may suspend per Section 3.5 for undisputed amounts overdue by more than 14 days after notice.
5.3 Taxes (including GST)
Fees exclude GST and other applicable taxes. We will issue valid tax invoices; you will pay GST and any required withholding (grossed‑up so we receive the intended net).
5.4 Renewal and price changes
Unless your Order states otherwise, subscriptions auto‑renew for successive 12‑month terms at then‑current rates (not exceeding CPI AU All Groups or 3% uplift, whichever is higher) unless either party gives at least 60 days' notice before term end.
5.5 Overage and rate cards
If you exceed usage allowances, overage is charged at the rates in your Order (or our then‑current rate card if not specified) and billed monthly in arrears. You may pre‑purchase usage blocks at the same rates.
5.6 Disputed amounts
If you dispute an amount in good faith, pay all undisputed amounts when due and provide details of the dispute. The parties will cooperate to resolve disputes promptly.
6) Intellectual Property & Platform‑Only Licence
6.1 Our IP
We retain all rights in the Platform and all Supplier Materials, including any Deliverables, configurations, customisations, adapters, prompts, templates, models, ontologies, schemas, decision rules, safety gates, governance controls, and documentation created or provided in connection with the Services, whether or not developed specifically for you. No rights are granted except as expressly stated.
6.2 Your IP
You retain ownership of Customer Materials and Customer Data. You also own the content and relationships in your knowledge graphs derived from your materials. We own the underlying ontologies, schemas, decision logic and other Supplier Materials used to structure or reason over that content.
6.3 Licence to Deliverables – platform‑only
Subject to payment and during the subscription term, we grant you a non‑exclusive, non‑transferable, non‑sublicensable licence to use Deliverables and Supplier Materials solely within the Platform for your internal business purposes. Use outside the Platform or to create/operate a competing service is prohibited.
6.4 Static outputs
You may retain and use static reports/documents (e.g., PDFs, CSV exports) delivered during the term for your internal business purposes on a perpetual, royalty‑free basis. This does not grant rights to underlying software, models, schemas, templates or configurations.
6.5 Feedback & residuals
You grant us a royalty‑free, perpetual licence to use feedback/suggestions to improve our offerings (without identifying you). We may use ideas/know‑how retained in our personnel's unaided memory.
6.6 Open‑source & third‑party components
Open‑source components are licensed under their licences. We will not knowingly integrate open‑source in a manner that imposes copyleft obligations on your instance data or static reports. Third‑party services/integrations may have their own terms; availability may depend on third‑party providers.
7) Data, Privacy, Security, Export/Return
7.1 Data use and Insight Data
We may process Customer Materials to provide, secure, support and improve the Services, and to generate de‑identified Insight Data (non‑identifying usage/performance analytics). We may use Insight Data for benchmarking and service improvement, provided it contains no Personal Information and does not identify you.
7.2 Privacy & DPA
Each party will comply with the Privacy Act 1988 (Cth) and applicable State health records laws. If we process Personal Information on your behalf, the DPA applies and is incorporated by reference.
7.3 Subprocessors
We may engage subprocessors and remain responsible for their performance. We maintain a list or description of categories of subprocessors (available on request) and will provide notice of material changes. You may object on reasonable data‑protection grounds; we will work in good faith to address objections.
7.4 Security measures & incidents
We maintain administrative, technical and physical safeguards appropriate to the Services and data processed, aligned to recognised practices (ISO 27001‑aligned). Summary: https://uncapt.com/legal/security.
We will notify you without undue delay after confirming a Security Incident affecting your data, and cooperate on remediation and notifications consistent with the DPA and applicable law.
7.5 Hosting, residency & responsibilities
Hosting regions and the Deployment model are as stated in your Order.
SaaS: we are responsible for application‑layer availability/security; you manage users, data quality and acceptable use.
VPC/On‑Prem: you are responsible for base infrastructure, network, IAM/SSO, OS patching and backups outside our scope; we manage Platform components per the runbook/SOW.
7.6 Data export & return
During the term you may export Customer Data via available export functions. On termination/expiry and subject to payment of amounts due, we will provide a commercially reasonable export of Customer Data (including knowledge graph content) in standard machine‑readable formats (e.g., JSON/CSV) within 30 days of request. We are not required to export any Supplier Materials or Deliverables (other than static outputs already delivered). Assisted exports/transition help are available at T&M rates.
8) Healthcare & Regulated Use; High‑Risk Activities
Unless your Order expressly states otherwise:
Decision‑support only: Services and Outputs are not a substitute for professional judgment, diagnosis or treatment, and are not for emergency use.
Human‑in‑the‑loop: you must maintain human oversight for safety‑critical or clinically material decisions.
Regulatory status: the Platform is not TGA‑registered by default.
High‑risk activities disclaimer: the Services are not intended for use in life support, aviation, nuclear, or other ultra‑hazardous activities; you assume all risk for such use and will indemnify Uncapt for claims arising from prohibited use.
9) Support, SLA, Maintenance, DR/BCP
Support is provided per the SLA tier specified in your Order and the SLA page above.
We may schedule maintenance with prior notice consistent with the SLA; emergency maintenance may occur without notice for security/stability.
For SaaS, we maintain business continuity and disaster recovery plans appropriate to the Services. Target RPO/RTO objectives are described in the SLA for Platform data under our control.
10) Warranties, Disclaimers
Each party warrants it has the authority to enter into and perform under these Terms and will comply with applicable laws.
We warrant the Platform will materially conform to our documentation during the subscription term and Professional Services will be performed with reasonable skill and care. Your exclusive remedy for breach reported within 30 days is repair, re‑performance, or, if not commercially reasonable, a credit/refund of prepaid, unused fees for the affected Service.
Except as expressly stated and to the extent permitted by law, we disclaim all warranties, conditions and representations, express, implied or statutory, including merchantability, fitness for purpose, accuracy, and non‑infringement. Nothing excludes non‑excludable rights under the Australian Consumer Law.
11) Indemnities & Remedies
11.1 Uncapt IP indemnity
We will defend and indemnify you against third‑party claims in Australia alleging that the Platform (as provided) or Supplier Materials infringe Australian IP rights, and pay damages and reasonable legal costs finally awarded or approved in settlement.
Exclusions: claims arising from your materials/instructions; combinations not supplied by us; use after we provide a non‑infringing alternative; or open‑source components used under their licences.
11.2 Remedies
We may procure rights, modify to be non‑infringing, or replace with substantially equivalent functionality. If none is commercially reasonable, we may terminate the affected Order and refund prepaid, unused fees.
11.3 Your indemnity
You will defend and indemnify us against third‑party claims arising from your materials, your unlawful use of the Services or Outputs, or breach of these Terms (including Section 8 safety), and pay damages and reasonable legal costs finally awarded or approved.
11.4 Procedure
The indemnified party must promptly notify, provide reasonable cooperation, and grant the indemnifying party sole control of defence and settlement. No settlement imposing non‑monetary obligations or admissions on the indemnified party without its consent (not unreasonably withheld).
12) Liability
To the extent permitted by law:
- • Neither party is liable for indirect, incidental, special, consequential or punitive damages, or for loss of profits, revenue, goodwill, or data, even if advised of the possibility.
- • Each party's total aggregate liability arising out of or related to these Terms and any Order is capped at the fees paid or payable by you under the relevant Order in the 12 months preceding the event.
- • Carve‑outs: the cap does not apply to (a) death/personal injury or damage to tangible property to the extent liability cannot be limited; (b) Uncapt's IP indemnity (Section 11.1); (c) breaches of confidentiality or DPA/privacy/security obligations (cap is 2x such fees); or (d) fraud or wilful misconduct. Payment obligations are not subject to the cap.
13) Confidentiality
Each party will protect the other's Confidential Information with at least reasonable care, use it only to perform under these Terms, and disclose it only to those who need to know and are bound by confidentiality.
Permitted disclosure includes disclosures required by law or a stock exchange (with prior notice where lawful) and to professional advisors under confidentiality.
Breach may cause irreparable harm; injunctive relief may be sought.
14) Compliance & Ethics; Third‑Party Services
Each party will comply with applicable laws, including export/sanctions, anti‑bribery/anti‑corruption, and modern slavery laws.
Accessibility: unless expressly stated in your Order, we make no warranties regarding specific accessibility standards (e.g., WCAG); we will consider reasonable requests.
Third‑party services: integrations may depend on third‑party providers. We are not responsible for third‑party terms, security, or availability.
15) Publicity & Marks
We may use your name and logo in customer lists and on our website, subject to your reasonable brand guidelines. Case studies, quotes and press releases require your prior written approval.
16) Subcontractors; Assignment; Change of Control
We may use subcontractors (including subprocessors) and remain responsible for their performance; subprocessors handling Personal Information are bound by appropriate data protection obligations.
Neither party may assign these Terms or an Order without the other's consent, except to an Affiliate or in connection with a merger, acquisition, or sale of substantially all assets, with notice.
A party undergoing a change of control will provide prompt notice. The non‑affected party may terminate for reasonable, demonstrable conflict‑of‑interest concerns on 30 days' notice if unresolved in good faith.
17) Term, Termination & Effect
These Terms apply for as long as you have an active Order.
Either party may terminate an Order for material breach not cured within 30 days of notice (10 days for non‑payment) or upon an insolvency event.
On termination/expiry: access ends; you will pay fees due up to the effective date; Sections intended to survive (including IP, confidentiality, data export, indemnities, liability, governing law) continue. Transition assistance is available at T&M rates.
18) Disputes; Governing Law; Notices; Miscellaneous
Disputes: the parties will first attempt good‑faith executive discussions; if unresolved within 20 Business Days, either party may refer to mediation administered by ACICA in Sydney, NSW. Urgent injunctive relief may be sought at any time.
Governing law & venue: New South Wales, Australia; the parties submit to the non‑exclusive jurisdiction of NSW courts.
Notices: must be in writing and delivered by hand, courier, registered post, or email to the contacts in your Order; email is deemed received the next Business Day if no bounce‑back.
Entire agreement: these Terms, your Orders and referenced exhibits constitute the entire agreement for the subject matter.
Amendments: must be in writing.
Severability: unenforceable provisions are modified to the minimum extent necessary; the remainder remains in effect.
Waiver: failure or delay to exercise a right is not a waiver; waivers must be in writing.
19) Contact
Uncapt Pty Ltd
Level 4, 83 Mount Street, North Sydney, NSW 2060, Australia
info@uncapt.com | ABN 15 641 190 552
20) Change Log
v1.0 (15-Jul-2024): Initial publication of enterprise online Terms aligned to platform‑only customisations, AU privacy, and SLA/AUP references.
Appendix: Quick Reference Links
Terms (this page): https://uncapt.com/terms
AUP: https://uncapt.com/legal/aup
SLA: https://uncapt.com/legal/sla
DPA (AU): https://uncapt.com/legal/dpa
Security Summary: https://uncapt.com/legal/security