These Terms of Service ("Terms") form a binding contract between you ("you", "your" or "Customer") and CompEye Pty Ltd ACN [insert ACN] trading as CompEye ("we", "us", "our" or "CompEye") for your access to and use of the CompEye platform and the data, content and services made available through it (the "Service").
By creating an account, clicking "I agree", or otherwise accessing or using the Service, you agree to these Terms. If you are accepting these Terms on behalf of an organisation, you represent that you have authority to bind that organisation, and "you" refers to that organisation.
This summary is provided to help you understand the key terms. The full clauses below take precedence in the event of any inconsistency.
In these Terms:
"Authorised User" means an individual employee, contractor, or agent of the Customer who is authorised by the Customer to access the Service under the Customer's subscription and identified to CompEye through registration or seat allocation.
"Customer Data" means any data, queries, content, or information provided by the Customer or its Authorised Users through the Service, excluding the Materials.
"Documentation" means any user guides, technical documentation, or API documentation made available by CompEye describing the use of the Service.
"Fees" means the subscription fees, usage fees, or other amounts payable for access to the Service, as specified at the point of purchase or in any applicable Order Form.
"Materials" means all data, content, regulatory documents, parsed obligations, control mappings, citations, taxonomies, analyses, schemas, derivatives, and other information made available through the Service, in any form.
"Order Form" means any written or electronic order, invoice, quote, statement of work, or signup form pursuant to which the Customer subscribes to the Service.
"Output" means any export, download, API response, screen display, or other delivery of Materials (or content derived from Materials) provided through the Service.
"Subscription Period" means the period of subscription as set out at the point of purchase or in the Order Form, including any Renewal Term.
Subject to your continued payment of Fees and compliance with these Terms, CompEye grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence during the Subscription Period to access and use the Service and the Materials solely for your internal business purposes.
"Internal business purposes" means use by your Authorised Users within your own organisation to support your compliance, legal, risk, or audit functions, including incorporating extracts of Materials into your internal compliance frameworks, policies, procedures, and registers. It does not include any of the activities restricted under clause 3.
Only Authorised Users may access the Service. You are responsible for the conduct of every Authorised User and for any use of the Service through your account or credentials. Login credentials and API keys are personal and confidential and must not be shared.
Use of the Service to provide services to your own end clients (for example, as a consultancy or advisor) is not permitted under this Licence. Such use requires a separate written Channel Partner Agreement with CompEye. Any use beyond internal business purposes without such an agreement is a material breach of these Terms.
You must not, and must not permit any Authorised User or other person to:
You acknowledge that all Output may be uniquely fingerprinted and watermarked to the subscribing Customer. Any unauthorised disclosure or redistribution of Materials may be traced back to your subscription. Such tracing constitutes evidence of breach.
CompEye may, on at least 10 business days' written notice and no more than once per 12-month period (unless a breach is reasonably suspected), audit your use of the Service to verify compliance with these Terms. Audits will be conducted during normal business hours and in a manner that minimises disruption.
If an audit discloses material non-compliance with these Terms, you must pay the reasonable cost of the audit and any underpaid Fees, in addition to any other remedies available to CompEye.
You acknowledge that CompEye continuously monitors aggregate use of the Service, including query volumes, access patterns, and IP origins, for the purposes of detecting misuse, ensuring service performance, and preventing breach of these Terms.
Your subscription commences on the start date set out in your Order Form or at the point of online sign-up, and continues for the Subscription Period specified. Subscriptions automatically renew for successive periods equal to the initial Subscription Period unless either party gives notice of non-renewal in accordance with clause 5.2.
You may cancel auto-renewal at any time through your account settings or by giving CompEye at least 30 days' written notice prior to the end of the then-current Subscription Period. Cancellation takes effect at the end of the then-current Subscription Period; access continues until that date and no refund is payable for the remainder of the period, except as required by clause 11 (Australian Consumer Law).
Fees are payable in advance for each Subscription Period in accordance with the pricing displayed at the time of purchase or in the Order Form. Fees are in Australian dollars and exclude GST, unless otherwise stated. All payment processing is conducted via our payment processor (currently Stripe), and you authorise recurring charges to your nominated payment method for each renewal at the then-current price.
CompEye may change the Fees applicable to renewals on at least 30 days' written notice before the start of the relevant Renewal Term. If you do not agree to the new Fees, you may cancel auto-renewal under clause 5.2; continued use of the Service after the renewal date constitutes acceptance of the new Fees.
Fees are exclusive of GST and any other applicable taxes, levies, or duties. You are responsible for paying any applicable taxes other than CompEye's own income tax.
If a payment fails, CompEye may suspend access to the Service after providing reasonable notice. CompEye may charge interest on overdue amounts at the lesser of 1.5% per month or the highest rate permitted by law.
Except as expressly stated in these Terms or as required by clause 11 (Australian Consumer Law), all Fees paid to CompEye are non-refundable. This includes Fees paid for unused portions of any Subscription Period following cancellation, suspension for breach, or downgrade of a subscription.
You acknowledge that:
You may be entitled to a refund only in the following circumstances:
All right, title, and interest in and to the Service, the Materials, the Documentation, and any improvements, modifications, or derivative works thereof (including all underlying intellectual property rights) are and remain the exclusive property of CompEye or its licensors. No rights are granted to you except as expressly set out in clause 2.
Underlying regulatory source documents are typically published by government and statutory bodies. CompEye's rights subsist in the parsing, normalisation, structuring, citation linking, taxonomy, schema design, control mappings, derivative annotations, and other value added by CompEye. These rights are protected by copyright and other intellectual property laws.
You retain all rights in Customer Data. You grant CompEye a non-exclusive, royalty-free licence to use Customer Data solely for the purposes of providing, securing, monitoring, and improving the Service, and to use anonymised and aggregated data derived from Customer Data for analytics and service improvement.
If you provide any suggestions, ideas, or feedback about the Service to CompEye, you grant CompEye an irrevocable, perpetual, worldwide, royalty-free licence to use that feedback without restriction, including incorporating it into the Service.
Each party may disclose to the other confidential information, including business information, technical information, pricing, and other non-public information ("Confidential Information"). The Service and the Materials are CompEye's Confidential Information.
Each party agrees to:
The obligations in clause 8.2 do not apply to information that is or becomes publicly available other than through breach of these Terms, was already known to the receiving party without restriction, is independently developed without reference to the disclosing party's Confidential Information, or is required to be disclosed by law (provided the receiving party gives prompt notice to enable the disclosing party to seek protective relief where lawful).
The Fees and any negotiated commercial terms are CompEye's Confidential Information and must not be disclosed to any third party except CompEye's competitors' customers, your own professional advisers, or as required by law.
CompEye implements and maintains commercially reasonable technical and organisational security measures designed to protect the Service and Customer Data, including encryption in transit, access controls, monitoring, and incident response procedures.
CompEye's collection, use, and disclosure of personal information is governed by our Privacy Policy, available at compeye.com.au/privacy, which forms part of these Terms.
You must not upload, transmit, or store any personal information (as defined under the Privacy Act 1988 (Cth)) or sensitive information through the Service except information about Authorised Users necessary for account administration. The Service is not designed for the storage of personal information about third parties.
Each party warrants that it has full power and authority to enter into and perform its obligations under these Terms.
CompEye warrants that the Service will be provided with due care and skill and will materially conform to the Documentation.
Subject to clause 11 and to the maximum extent permitted by law, the Service and the Materials are provided "as is" and "as available". CompEye excludes all representations, warranties, conditions, and guarantees, whether express or implied, by statute, custom, trade, or otherwise, including any warranty that:
The Materials are provided for reference and informational purposes only. They are not, and must not be relied upon as, legal advice, compliance advice, financial advice, or professional opinion. You must obtain independent professional advice before acting on or relying on any Materials in any matter involving legal, regulatory, or compliance risk. CompEye is not a law firm, professional services firm, or licensed adviser.
Nothing in these Terms is intended to exclude, restrict, or modify any guarantee, right, or remedy you have under the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) ("ACL") or any other law that cannot lawfully be excluded, restricted, or modified by contract.
To the extent you are a "consumer" within the meaning of the ACL, the following statement applies:
Our services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled to:
You are also entitled to choose a refund or replacement for major failures with goods. If a failure with the goods or a service does not amount to a major failure, you are entitled to have the failure rectified in a reasonable time. If this is not done, you are entitled to a refund for the goods and to cancel the contract for the service and obtain a refund of any unused portion. You are also entitled to be compensated for any other reasonably foreseeable loss or damage from a failure in the goods or service.
To the maximum extent permitted by law, CompEye's liability for any breach of a consumer guarantee in respect of services supplied that are not of a kind ordinarily acquired for personal, domestic, or household use or consumption is limited, at CompEye's option, to:
This limitation does not apply where it would be unfair or unreasonable for CompEye to rely on it within the meaning of section 64A of the ACL.
Subject to clause 11 and to the maximum extent permitted by law, the aggregate liability of CompEye to you under or in connection with these Terms, whether in contract, tort (including negligence), under statute, or otherwise, is limited to the total Fees actually paid by you to CompEye in the 12-month period immediately preceding the event giving rise to the claim.
Subject to clause 11 and to the maximum extent permitted by law, CompEye is not liable for any indirect, special, consequential, punitive, or exemplary loss or damage, including loss of profits, revenue, goodwill, business opportunity, anticipated savings, business interruption, regulatory penalties, or loss or corruption of data, even if CompEye has been advised of the possibility of such loss.
CompEye's liability is reduced to the extent that you, your Authorised Users, or any third party have caused or contributed to the loss or damage.
You may terminate your subscription by cancelling auto-renewal in accordance with clause 5.2. Termination takes effect at the end of the then-current Subscription Period.
CompEye may suspend or terminate your access to the Service immediately, without refund, on written notice if:
CompEye may terminate your subscription on at least 60 days' written notice for any reason. If CompEye terminates under this clause, CompEye will refund a pro rata portion of any prepaid Fees for the unused portion of the then-current Subscription Period.
On termination or expiry for any reason:
You indemnify CompEye, its directors, officers, employees, contractors, and agents against all losses, damages, costs (including reasonable legal costs on an indemnity basis), claims, demands, and expenses arising out of or in connection with:
CompEye will give you prompt notice of any claim under this clause 14 and permit you to control its defence, provided that CompEye may participate in the defence at its own cost, and no settlement that imposes any obligation on or admission by CompEye may be entered into without CompEye's written consent.
CompEye may amend these Terms from time to time. CompEye will provide at least 30 days' written notice (by email or in-Service notification) of any material change. If you do not agree to a material change, you may cancel auto-renewal under clause 5.2 before the change takes effect; continued use of the Service after the change takes effect constitutes acceptance. Changes to address legal, regulatory, or security requirements, or non-material changes (such as clarifications and corrections), may be made without prior notice and take effect on posting.
These Terms are governed by the laws of Queensland, Australia. The parties submit to the exclusive jurisdiction of the courts of Queensland and the courts of appeal from them.
These Terms (together with any Order Form, the Privacy Policy, and any policies referenced in them) constitute the entire agreement between the parties and supersede all prior agreements, understandings, and communications, whether written or oral, relating to the subject matter.
In the event of inconsistency, the order of precedence is: (1) any signed Channel Partner Agreement or enterprise agreement; (2) the applicable Order Form; (3) these Terms; (4) the Privacy Policy; (5) any policies or supplemental terms referenced in these Terms.
A failure or delay by either party to exercise a right under these Terms is not a waiver of that right. A waiver is only effective if in writing.
If any provision of these Terms is held to be void, unenforceable, or illegal, that provision is severed and the remaining provisions continue in full force and effect.
You may not assign or transfer these Terms or any rights under them without CompEye's prior written consent. CompEye may assign these Terms to an affiliate or to a successor by merger, acquisition, or sale of assets without your consent.
Neither party is liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, pandemics, acts of government, internet or infrastructure failure, or cyber attack.
Notices to CompEye must be sent to contact@compeye.com.au. Notices to you will be sent to the email address registered to your account. Notices are deemed received on the next business day after being sent.
The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.
These Terms do not confer rights on any person other than the parties.
By accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms.