Terms of Service | Difinity

Version: 2.0 | Effective Date: 2 September 2026 | Last Updated: 24 September 2026

Version 1.x, effective 1 March 2026, was replaced by this version.

Difinity Pty Ltd (ABN 82 686 692 759)

Difinity.ai is the product brand for the Platform described in these Terms.

IMPORTANT: PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE USING THE DIFINITY.AI PLATFORM. BY ACCESSING OR USING OUR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE OUR SERVICES.

1. Definitions and interpretation

1.1 Definitions

In these Terms of Service ("Terms"), the following terms have the meanings set out below:

"Affiliates" means any entity that directly or indirectly controls, is controlled by, or is under common control with Difinity Pty Ltd, where "control" means ownership of more than 50% of the voting equity interests.

"Approval" means a decision by the person an agent is acting for that permits a specific proposed action to proceed. Approval applies only where configured policy requires it.

"Authorised Users" means the individuals authorised by the Customer to access and use the Platform under the Customer's account.

"Customer" or "You" means the legal entity or individual who accepts these Terms and uses the Services.

"Customer Data" means all data, including personal data, that is submitted to, processed by, or generated through the Platform by or on behalf of the Customer.

"Connector" means a configured connection to an external provider or business system that may expose tools to an agent.

"Credential Reference" means an identifier that points to a stored credential without containing or revealing the credential.

"Credits" means the prepaid unit used for eligible model and tool work funded by Difinity. Credits are not model tokens.

"Difinity", "We", "Us", or "Our" means Difinity Pty Ltd (ABN 82 686 692 759), a company incorporated in Australia, with its registered office in Sydney, NSW, Australia.

"DPA" means the Data Processing Agreement between Difinity and the Customer, which governs Difinity's processing of personal data on behalf of the Customer.

"Enterprise Agreement" means a separately negotiated written agreement between Difinity and the Customer that supplements or replaces these Terms.

"Flow" means the runtime at api.difinity.ai that applies configured controls, runs model and agent work, and records available evidence.

"Hub" means the administrative interface where an organisation configures and reviews the Services. Hub is not the state-owning backend.

"MCP Server" means a customer-configured Model Context Protocol server that exposes tools.

"Platform API" means the system of record and API at platform.difinity.ai for identities, configurations, conversations, messages, Run Trails, Approvals, Credits and related records.

"Platform" means the Difinity enterprise AI governance platform, including Hub, the Platform API, Flow, the chat and agent workspace at chat.difinity.ai, the Tool Gateway, Connectors, MCP Servers, APIs and associated interfaces.

"Run Trail" means the append-only record of available evidence from a governed run. A Run Trail is separate from the Transcript.

"Services" means the Platform, the Site, documentation, support, professional services, and any other services provided by Difinity under these Terms.

"Site" means the website located at https://difinity.ai and any subdomains.

"Subscription Term" means the period during which the Customer has the right to access and use the Platform, as specified in the applicable Order Form or Enterprise Agreement.

"Third-Party Provider" means an external model provider, connected business system, hosting service or other provider used by or connected to the Services.

"Tool Gateway" means the internal service that decides whether a proposed action may proceed, holds the applicable credential and acts on the connected system. The Tool Gateway is not reachable from the internet.

"Transcript" means the stored conversation messages and attachment records. A Transcript is not the Run Trail.

"Usage Event" means one attributable unit of eligible model or tool work recorded for metering. A Usage Event is priced either in Credits or as provider cost, never both.

1.2 Interpretation

In these Terms: (a) headings are for convenience only and do not affect interpretation; (b) references to "including" or "includes" are not limiting; (c) words in the singular include the plural and vice versa; (d) a reference to any legislation includes subordinate legislation and any amendment, re-enactment, or replacement; and (e) if there is any inconsistency, a signed Enterprise Agreement or Order Form prevails over these Terms, and the DPA prevails for data-protection matters.

2. Acceptance of terms

By accessing or using the Services, creating an account, or clicking "I Accept" (or a similar mechanism), you represent and warrant that: (a) you have the legal capacity and authority to enter into a binding agreement; (b) if you are accepting on behalf of an organisation, you have the authority to bind that organisation to these Terms; and (c) you have read, understood, and agree to be bound by these Terms and our Privacy Policy.

If you do not agree to these Terms, you must not access or use the Services.

3. Description of services

3.1 Platform overview

Difinity.ai provides governed chat and governed agents for enterprises. Hub is the administrative interface. The Platform API is the system of record. Flow applies configured controls and runs model and agent work. The chat and agent workspace at chat.difinity.ai is where authorised people use chat and run agents. The Tool Gateway decides and carries out permitted actions on connected systems.

An agent cannot hold a credential or reach a system directly. Every action is proposed to the Tool Gateway, which decides, holds the credential and acts. Where configured policy requires an Approval, only the person the agent is acting for may approve that action. Approval is not applied to every action.

Governed run records can contribute operational evidence to wider EU AI Act, ISO/IEC 42001, risk, and audit processes. Difinity does not determine that an organisation or AI system is compliant, and it does not provide ISO/IEC 42001 certification.

The features, integrations, service levels and deployment model provided to a Customer are those described in the applicable documentation, Order Form, DPA or Enterprise Agreement.

3.2 Configuration and integrations

The Platform may connect to models, tools, data sources and business systems selected for the Customer's workflow. The Customer is responsible for authorising each connection, person, scope and destination; granting appropriate access; and validating the configured authority and controls before production use.

The Tool Gateway may store a credential, token or Credential Reference needed for an authorised connection. Provider keys and Connector credentials are write-only through customer-facing interfaces, and no stored credential is returned through those interfaces. Revoking a connection destroys the stored Connector credential.

3.3 Third-party providers

Available Third-Party Provider integrations may change and are confirmed for the applicable deployment. The Customer maintains required third-party accounts, permissions and licences unless an Order Form states otherwise. Where the Customer's own provider keys are enabled for its organisation, those calls use the Customer's own model-provider relationship. Other eligible calls may be funded by Difinity under the applicable Order Form. Third-party services remain subject to their own terms.

3.4 Compliance frameworks

Configured controls and available evidence may support a Customer's wider governance, risk, audit and compliance processes. The Customer remains responsible for its systems, roles, use cases, configuration, organisational controls and qualified advice.

4. Account registration and security

4.1 Account creation

To access the Platform, you must create an account and provide accurate, complete, and current registration information. You agree to update your information promptly if it changes.

4.2 Account security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must immediately notify Difinity at legal@difinity.ai if you become aware of any unauthorised use of your account or any other breach of security. Difinity is not liable for any loss or damage arising from your failure to protect your account credentials.

4.3 Authorised Users

The Customer is responsible for ensuring that all Authorised Users comply with these Terms. The Customer is liable for the acts and omissions of its Authorised Users as if they were the Customer's own.

5. Subscription, fees and payment

5.1 Subscription plans

The commercial model, deployment scope, pricing, payment terms, usage limits, support, and service levels are set out in the applicable Order Form or Enterprise Agreement. No public website description changes those agreed terms.

5.2 Fees, invoices and payment

Fees are specified in the applicable Order Form or Enterprise Agreement. Invoices are issued monthly through Stripe. All fees are quoted exclusive of applicable taxes unless otherwise stated. You agree to pay all fees when due. If you fail to make a payment when due, Difinity may suspend access to the Services after 14 days' written notice. Any termination for non-payment must follow Section 13.3.

5.3 Credits and usage

Credits are maintained as a prepaid ledger for eligible model and tool work funded by Difinity. A Usage Event funded by Difinity consumes Credits; a Usage Event billed to the Customer's own provider account incurs provider cost instead. Usage is settled shortly after each run. A request refused by configured controls does not reach a model provider and is not charged. Tool calls may be metered separately from model calls. Concurrent runs may temporarily consume more than the displayed balance before settlement completes.

The expiry, refund and transfer terms for Credits are set out in the applicable Order Form or Enterprise Agreement. No public description changes those agreed terms.

5.4 Taxes

You are responsible for all taxes, duties, levies, and other governmental charges imposed on the Services (excluding taxes based on Difinity's net income). Where Difinity is required to collect or remit taxes, those taxes will be invoiced to you and payable as part of the applicable fees.

5.5 Commitments

Any minimum term, volume, or other commitment is stated in the applicable Order Form or Enterprise Agreement.

6. Acceptable use policy

You agree to use the Services only for lawful purposes and in accordance with these Terms. You must not, and must not permit any Authorised User or third party to:

(a) use the Services in violation of any applicable law, regulation, or industry standard, including the EU AI Act, GDPR, HIPAA, PCI DSS, SOX, BSA, or any other applicable regulatory framework;

(b) use the Services to process, store, or transmit any data that infringes the intellectual property rights or privacy rights of any third party;

(d) interfere with or disrupt the integrity or performance of the Services;

(e) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying algorithms of the Platform, except to the extent permitted by applicable law;

(f) use the Services to develop a competing product or service;

(g) use the Services to transmit any malicious code, viruses, or harmful content;

(h) use the Platform to circumvent or disable any compliance controls, safety measures, or governance policies;

(i) sublicense, resell, or redistribute the Services without Difinity's prior written consent; or

(j) use the Services in any manner that could damage, disable, or impair the Services or interfere with any other party's use.

Difinity may suspend affected access immediately where reasonably necessary to prevent unlawful use, material harm or a security risk. Any termination for breach of this Acceptable Use Policy must follow Section 13.3.

7. Intellectual property

7.1 Difinity's intellectual property

The Platform, Site, documentation, and all related intellectual property rights (including patents, copyrights, trademarks, trade secrets, and know-how) are and remain the exclusive property of Difinity and its licensors. These Terms do not grant you any right, title, or interest in the Platform or any related intellectual property, except for the limited right to use the Services in accordance with these Terms.

7.2 Customer Data ownership

As between Difinity and the Customer, the Customer retains all rights, title and interest in Customer Data. The Customer grants Difinity a limited, non-exclusive, worldwide licence to process Customer Data only to provide the Services, follow the Customer's documented instructions and perform the DPA.

7.3 Irreversibly anonymised data

Difinity may generate data that has been irreversibly anonymised so that neither the Customer nor any individual can reasonably be identified. Difinity may use that irreversibly anonymised data to operate and improve the Services. Difinity will not attempt to re-identify it.

Difinity does not use Customer content to train a general model or publish a Customer-derived benchmark without the Customer's prior written agreement. Replaced, pseudonymised or merely aggregated data is not treated as irreversibly anonymised for this clause.

7.4 Feedback

If you provide Difinity with feedback, suggestions, or recommendations regarding the Services ("Feedback"), you grant Difinity an irrevocable, non-exclusive, royalty-free, worldwide licence to use, modify, and incorporate Feedback into the Services without obligation or compensation.

8. Data processing and privacy

8.1 Privacy Policy

Difinity processes personal data as described in the Privacy Policy, which is incorporated into these Terms.

8.2 Data Processing Agreement

Where Difinity processes personal data on behalf of the Customer, the DPA forms part of the agreement between the parties. It governs the nature, purpose and duration of processing, the categories of personal data and data subjects, and the parties' rights and obligations. If these Terms conflict with the DPA on a data-protection matter, the DPA prevails for that matter.

8.3 Personal-information controls

Personal-information controls depend on the Customer's configuration and the relevant workflow. A configured policy may detect and replace supported values, block the request, use a detect-only mode or permit the data. Detection is not guaranteed to identify every value.

Where detection and replacement are configured, the personal-information detector processes the original content and the generation model works on replacement values. The Run Trail stores the redacted stand-ins used during the run, not the original detected personal values, in recorded messages, model output, tool-call arguments and results, and policy reasons. The separate stand-in-to-original mapping is envelope-encrypted: a data key encrypts the values and one Platform AWS KMS key, configured for automatic rotation, protects the data key.

The Run Trail is pseudonymised, not anonymous, while a revealable mapping exists. Only an Authorised User with the PII:view permission can ask the server to reveal a mapped value, and every reveal is logged. Values masked with asterisks have no revealable mapping and cannot be revealed. If the Customer turns personal-information detection off, the Run Trail stores the raw text and labels the run accordingly. The Transcript remains separate and keeps the real values for the person's own conversation history.

For a proposed external action, the real values are restored at the Tool Gateway. If policy requires Approval, the person sees and approves the restored action that will run. The Customer is responsible for selecting and testing appropriate controls and for authorising transfers to Third-Party Providers.

8.4 Sub-processors

Difinity may engage sub-processors to provide the Services. The current list and each processing purpose are published at Sub-processors. Difinity will give at least 30 days' advance notice of a new or replacement sub-processor that will process Customer Personal Data. During that notice period, the Customer may object on reasonable data-protection grounds. The parties will work in good faith on a commercially reasonable alternative; if none is available, the Customer may terminate the affected Service without penalty. Further authorisation, notice and objection terms are set out in the DPA.

8.5 Hosting and data location

Difinity offers Platform hosting in AWS regions in Australia (Sydney), European Union (Frankfurt) and United States. The hosting region for an organisation is agreed in the applicable Order Form. Supabase authentication data is processed in the same region as the organisation's hosting region: Australia (Sydney), European Union (Frankfurt) or United States. Services sub-processor locations are set out in the DPA and Sub-processors page. Difinity account and website data is processed where the relevant vendor hosts it, as described in the Privacy Policy and Cookie Policy.

8.6 Retention

Each organisation sets its own Run Trail and Transcript retention periods. The Run Trail defaults to seven years and cannot be set below six months. Transcript retention defaults to while the organisation remains subscribed and can instead be set to a specified number of days. If the Customer does not choose a period, those defaults apply. When a period expires, the applicable data is deleted; mapping rows expire with their related Run Trail records.

A legal hold pauses scheduled expiry and erasure until the hold is lifted. Chat attachments expire after 28 days. Parked agent runs expire after seven days. Database backups are kept for seven days with point-in-time recovery.

The Customer can use the self-service export during the Subscription Term. An organisation enters the Terminated state only when authorised Difinity staff set that state. It then has 90 days to use the self-service export. At the end of that window, Difinity erases the organisation's Customer Data unless a legal hold pauses erasure; backups containing erased data age out seven days later. Other category-specific retention and return or deletion obligations are set out in the DPA.

9. Confidentiality

9.1 Definition

"Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") that is designated as confidential or that a reasonable person would understand to be confidential, including business plans, technical data, financial information, customer lists, pricing, and the terms of any Order Form or Enterprise Agreement.

9.2 Obligations

The Receiving Party agrees to: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except as permitted by these Terms; (c) use Confidential Information only for the purposes of performing obligations or exercising rights under these Terms; and (d) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

9.3 Exceptions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was lawfully known to the Receiving Party prior to disclosure; (c) is lawfully received from a third party without restriction; or (d) is independently developed without reference to the Disclosing Party's Confidential Information.

9.4 Compelled disclosure

The Receiving Party may disclose Confidential Information to the extent required by law, regulation, or court order, provided that the Receiving Party gives the Disclosing Party prompt written notice (to the extent permitted by law) and cooperates with any effort by the Disclosing Party to obtain protective treatment.

10. Representations and warranties

10.1 Mutual representations

Each party represents and warrants that: (a) it has the legal power and authority to enter into and perform its obligations under these Terms; (b) the execution and performance of these Terms does not conflict with any other agreement to which it is a party; and (c) it will comply with all applicable laws and regulations in the performance of its obligations.

10.2 Difinity's warranties

Difinity warrants that: (a) the Platform will perform materially in accordance with the applicable documentation during the Subscription Term; (b) the Services will be provided with reasonable care and skill; and (c) it will implement and maintain commercially reasonable security measures to protect Customer Data.

10.3 Service levels and support

If the applicable Order Form includes the SLA Schedule, Difinity will provide the availability commitment, support response times, recovery objectives and service credits stated in that schedule.

10.4 Security incidents

Difinity will notify the Customer without undue delay and no later than 72 hours after becoming aware of a security incident affecting Customer Data. The notice will describe the incident, affected data, likely consequences, mitigation and a contact point as information becomes available. Difinity will provide material updates and reasonable cooperation. Notice is not an admission of fault or liability.

10.5 Security testing

Difinity will arrange an independent penetration test of the Platform at least annually and will make an executive summary available to the Customer on request, subject to reasonable confidentiality and security restrictions.

10.6 Disclaimer

EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." DIFINITY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. DIFINITY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ALL DEFECTS WILL BE CORRECTED.

DIFINITY DOES NOT GUARANTEE REGULATORY COMPLIANCE. The Platform is a tool designed to support your compliance efforts. Regulatory compliance depends on your specific use cases, configurations, organisational context, and the advice of qualified legal and compliance professionals. Difinity does not provide legal advice.

11. Limitation of liability

11.1 Exclusion of consequential damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, ANTICIPATED SAVINGS, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OF THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Cap on liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY THE CUSTOMER TO DIFINITY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11.3 Data-protection super-cap

Instead of the general cap in Section 11.2, Difinity's total aggregate liability for its breach of the DPA, applicable privacy or data-protection law, or its security obligations, including its data-protection indemnity in Section 12.1, will not exceed two times the annual subscription fees paid or payable for the affected Services in the subscription year in which the event giving rise to the claim occurred.

11.4 Exclusions from caps

Sections 11.2 and 11.3 do not limit: (a) either party's breach of confidentiality obligations; (b) Difinity's intellectual-property indemnity in Section 12.1; (c) the Customer's payment obligations; (d) liability arising from fraud or wilful misconduct; (e) gross negligence to the extent it cannot lawfully be limited; or (f) liability that cannot be excluded or limited under applicable law. All other indemnification obligations are subject to the applicable cap.

11.5 Consumer protection

Nothing in these Terms excludes or limits any rights you may have under applicable consumer protection legislation that cannot be lawfully excluded or limited. If the Australian Consumer Law applies, our liability for a failure to comply with a consumer guarantee is limited, to the extent section 64A of the Australian Consumer Law permits, to re-supplying the Services or paying the cost of having the Services re-supplied.

12. Indemnification

12.1 Difinity's indemnification

Difinity will defend, indemnify, and hold harmless the Customer and its officers, directors, and employees from and against any third-party claim that the Platform, as provided by Difinity and used in accordance with these Terms, infringes a valid patent, copyright, or trademark of a third party, and will pay any damages finally awarded or settlement amounts agreed to. If the Platform becomes, or Difinity believes it is likely to become, the subject of such a claim, Difinity may, at its own expense and option: (i) procure for the Customer the right to continue using the Platform; (ii) modify or replace the Platform, or the affected part of it, to avoid the infringement without materially reducing its functionality; or (iii) terminate the affected Services and refund the Customer any prepaid fees for the unused portion of the Subscription Term. This obligation does not apply to claims arising from: (a) modifications to the Platform not made or authorised by Difinity; (b) combination of the Platform with materials not provided by Difinity; (c) use of the Platform other than in accordance with these Terms or the documentation; (d) Customer Data; or (e) configuration choices made by or on behalf of the Customer.

Difinity will also defend, indemnify and hold harmless the Customer and its officers, directors and employees from and against a third-party claim to the extent caused by Difinity's material breach of its security or data-protection obligations under the agreement. This data-protection indemnity is subject to the super-cap in Section 11.3.

12.2 Customer's indemnification

The Customer will defend, indemnify, and hold harmless Difinity and its officers, directors, and employees from and against any third-party claim arising from: (a) the Customer's breach of these Terms; (b) the Customer's violation of applicable law; (c) Customer Data, including any claim that Customer Data infringes the rights of a third party; (d) the Customer's use of the Services in combination with services or products not provided by Difinity; or (e) an action that the Customer configured and authorised an agent to take against a third-party system through a Connector or MCP Server. Section 12.2(e) does not apply to the extent the claim was caused by the Platform's failure to enforce the Customer's configured policy or required Approval.

12.3 Indemnification procedure

The indemnified party must: (a) promptly notify the indemnifying party in writing of the claim; (b) grant the indemnifying party sole control of the defence and settlement of the claim; and (c) provide reasonable cooperation at the indemnifying party's expense. The indemnifying party must not settle any claim in a manner that admits fault by, or imposes obligations on, the indemnified party without the indemnified party's prior written consent.

13. Term and termination

13.1 Term

These Terms commence on the date you first access or use the Services. Each Subscription Term is the fixed period stated in the applicable Order Form or Enterprise Agreement, or twelve months if that document does not state a period.

13.2 Renewal and non-renewal

At the end of the initial Subscription Term, the subscription automatically renews for successive periods equal to the initial Subscription Term. Either party may prevent renewal by giving written notice at least 60 days before the current term ends, or 90 days if the applicable signed Order Form or Enterprise Agreement states that period. Difinity has no right to terminate for convenience during a Subscription Term.

13.3 Termination for cause

Either party may terminate these Terms or an affected Order Form by written notice if: (a) the other party commits a material breach and fails to cure that breach within thirty (30) days after receiving written notice describing it; (b) the other party becomes insolvent, files for bankruptcy, makes an assignment for the benefit of creditors, or undergoes an analogous proceeding; or (c) the other party ceases to carry on business. A party may terminate immediately for an insolvency or cessation event.

13.4 Effect of termination

An organisation enters the Terminated state only when authorised Difinity staff set that state. Upon termination: (a) the Customer's ordinary right to access and use the Services ceases; (b) self-service export remains available for 90 days; (c) Difinity erases the organisation's Customer Data at the end of that 90-day window; (d) backups containing erased data age out seven days later; (e) a legal hold pauses expiry and erasure until it is lifted; (f) Connector credentials are destroyed when the connection is revoked; (g) each party will return or destroy the other party's Confidential Information, subject to lawful retention; and (h) the Customer will pay outstanding fees for Services provided before termination. On request, Difinity will provide reasonable transition assistance at its then-current rates and subject to a mutually agreed scope. The DPA governs the data-return and deletion process.

13.5 Survival

The following sections survive termination: Definitions and interpretation (Section 1), Intellectual property (Section 7), Data processing and privacy (Section 8) to the extent stated in the DPA, Confidentiality (Section 9), Disclaimer (Section 10.6), Limitation of liability (Section 11), Indemnification (Section 12), Effect of termination (Section 13.4), Governing law and dispute resolution (Section 15), and any other provisions that by their nature should survive.

14. Force majeure

Neither party will be liable for any failure or delay in performing its obligations (other than payment obligations) to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, riots, government actions, power failures, internet disruptions, or failures of third-party infrastructure providers ("Force Majeure Event"). The affected party must promptly notify the other party and use commercially reasonable efforts to mitigate the impact. If a Force Majeure Event continues for more than ninety (90) days, either party may terminate the affected Services upon written notice.

15. Governing law and dispute resolution

15.1 Governing law

These Terms are governed by and construed in accordance with the laws of New South Wales, Australia, without regard to its conflict-of-laws principles.

15.2 Dispute resolution

The parties agree to attempt to resolve any dispute arising out of or in connection with these Terms through good-faith negotiation for a period of thirty (30) days. If the dispute is not resolved through negotiation, either party may submit the dispute to mediation administered by the Australian Disputes Centre in accordance with its Mediation Rules. If mediation fails to resolve the dispute within sixty (60) days of the mediation request, either party may commence proceedings in the courts of New South Wales, Australia.

15.3 Jurisdictional carve-outs

Notwithstanding Section 15.1: (a) if you are a consumer in the EU, nothing in these Terms deprives you of the protection afforded by the mandatory provisions of the law of your country of habitual residence, or of your right to bring proceedings in the courts of that country, in accordance with Regulation (EU) No 1215/2012 and the Rome I Regulation (EC) No 593/2008; (b) if you are a consumer in the United Kingdom, nothing in these Terms affects your rights under the Consumer Rights Act 2015 or your right to bring proceedings in the courts of England and Wales, Scotland, or Northern Ireland; (c) if you are located in the United States, the parties agree that any litigation arising out of these Terms shall be brought exclusively in the federal or state courts located in New South Wales, Australia, except where prohibited by applicable law; (d) if you are located in Canada, mandatory provisions of applicable provincial and federal consumer protection legislation are not affected by these Terms; and (e) if you are located in the UAE, DIFC, ADGM, or KSA, any dispute arising from these Terms may be subject to the jurisdiction of the relevant courts or dispute resolution bodies in those jurisdictions, to the extent required by applicable local law.

15.4 Injunctive relief

Nothing in this Section prevents either party from seeking injunctive or other equitable relief from any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights or Confidential Information.

16. General provisions

16.1 Entire agreement

These Terms, together with the Privacy Policy, DPA, and any applicable Order Form or Enterprise Agreement, constitute the entire agreement between the parties about their subject matter and supersede prior or contemporaneous understandings, proposals, negotiations, representations or communications about that subject matter.

16.2 Amendments

Difinity may update these online Terms by giving the Customer at least 30 days' advance notice of a material change by email to the agreement contact and by posting the updated Terms. An online update cannot reduce the Customer's protections, increase the Customer's material obligations or increase agreed fees during the current Subscription Term. A change of that kind applies only at renewal unless the parties agree to it in a signed amendment. A signed Enterprise Agreement or Order Form takes precedence over these online Terms and can be changed only by a written amendment signed by both parties. Continued use alone does not amend a signed agreement.

16.3 Assignment

You may not assign or transfer these Terms, or any rights or obligations hereunder, without Difinity's prior written consent. Difinity may assign these Terms in connection with a merger, acquisition, reorganisation, or sale of all or substantially all of its assets. Any purported assignment in violation of this Section is void.

16.4 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions will continue in full force and effect. The invalid, illegal, or unenforceable provision will be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the parties' original intent.

16.5 Waiver

The failure of either party to exercise or enforce any right or provision of these Terms does not constitute a waiver of that right or provision. Any waiver must be in writing and signed by the waiving party.

16.6 Notices

All notices under these Terms must be in writing and addressed to: (a) if to Difinity, at legal@difinity.ai or Difinity Pty Ltd, Sydney, NSW, Australia; and (b) if to the Customer, at the email address associated with the Customer's account or as otherwise specified in the applicable Enterprise Agreement. Notices are deemed delivered when sent by email upon confirmed receipt or 3 business days after registered mail is sent.

16.7 No third-party beneficiaries

These Terms do not create any rights for any third party, except to the extent expressly provided in the indemnification provisions.

16.8 Relationship of the parties

The relationship between Difinity and the Customer is that of independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

16.9 Export compliance

You agree to comply with all applicable export control and sanctions laws and regulations in connection with your use of the Services. You represent and warrant that you are not located in, organised under the laws of, or a resident of any country or territory subject to comprehensive sanctions, and that you are not designated on any sanctions list maintained by the United Nations, the EU, the United Kingdom, the United States, Australia, or any other applicable jurisdiction.

16.10 Accessibility

Difinity is committed to making the Services accessible to all people. If you have accessibility requirements or encounter barriers to accessibility, please contact us at legal@difinity.ai.

17. Contact information

For questions about these Terms of Service, please contact us:

Legal Enquiries: legal@difinity.ai Privacy Enquiries: privacy@difinity.ai General Enquiries: hello@difinity.ai Postal Address: Difinity Pty Ltd, Sydney, NSW, Australia