Rimon AI Terms and Conditions

These Terms and Conditions apply to services provided by Ledgi Pty Ltd trading as Rimon AI (Rimon AI, we, us or our).

These Terms and Conditions, together with the proposal, statement of work, quotation or other document referring to them (Proposal), form the agreement between Rimon AI and the client identified in the Proposal (Client, you or your).

If there is any inconsistency between these Terms and Conditions and a Proposal, the Proposal will prevail to the extent of the inconsistency.

1. Services

We will provide the AI, software development, automation, consulting, implementation, integration, configuration, training or related services described in the Proposal (Services).

The scope of the Services is limited to the items expressly included in the Proposal.

Any additional functionality, integrations, development, modifications or other work outside the agreed scope may require a separate quotation or proposal.

We may use employees, contractors, cloud service providers, AI providers and other third-party suppliers in providing the Services.

2. Project timing

Any implementation dates, development periods or estimated completion dates are estimates unless expressly stated to be fixed deadlines.

Project timing may depend on the Client providing information, approvals, access, credentials, data, system access and feedback when required.

We are not responsible for delays caused by the Client, third-party systems, third-party providers, changes to external APIs or platforms, or circumstances outside our reasonable control.

Where a Client delay materially affects the project, we may reasonably adjust the project timetable and, where additional work is required, charge for that additional work with the Client’s approval.

3. Client responsibilities

The Client must:

1. provide reasonably accurate and complete information required for the Services;
2. provide access to relevant systems, personnel and data as reasonably required;
3. obtain any permissions, licences, consents or authorisations necessary for us to access and process information provided by or on behalf of the Client;
4. nominate a person authorised to provide instructions and approve decisions relating to the project;
5. review outputs and provide feedback and approvals within a reasonable period; and
6. use the Services and any systems we develop in accordance with applicable law and any agreed security or usage requirements.

We are entitled to rely on information and instructions supplied by the Client unless it is reasonably apparent that they are incorrect.

4. Fees and payment

The Client must pay the fees specified in the Proposal together with any applicable GST.

Invoices are payable in accordance with the payment terms contained in the Proposal or, if no payment terms are specified, within 14 days of the invoice date.

Third-party charges, including hosting, AI model usage, software licences, cloud services and API usage, may be charged separately where specified in the Proposal.

Where third-party services are charged based on actual usage, the amount may vary from estimates.

We may suspend Services if an undisputed invoice remains unpaid after reasonable written notice.

5. Changes to scope

Either party may propose a change to the project scope.

We are not required to undertake a material change until the parties have agreed on any effect the change will have on fees, timing or deliverables.

Minor refinements reasonably contemplated by the Proposal may be completed as part of the agreed scope.

6. Client data

The Client retains ownership of all data, documents, emails, records and other information supplied by or on behalf of the Client (Client Data).

The Client grants us a non-exclusive licence to access, copy, process, store and otherwise use Client Data to the extent reasonably required to provide, maintain, secure and support the Services.

We will not sell Client Data.

Unless specifically agreed with the Client, we will not use identifiable Client Data to train a general-purpose AI model.

We may use aggregated or de-identified technical and usage information that does not identify the Client, its personnel or its clients for purposes including improving our services, system performance, security, product development and benchmarking.

7. Confidentiality

Each party must keep the other party’s Confidential Information confidential and must not disclose it except:

1. as necessary to perform the agreement;
2. to its personnel, professional advisers and service providers who have a need to know it and are subject to appropriate confidentiality obligations;
3. with the other party’s consent; or
4. where disclosure is required by law.

Confidential Information does not include information that:

1. is or becomes publicly available other than through a breach of this agreement;
2. was already lawfully known to the receiving party;
3. is independently developed without use of the other party’s Confidential Information; or
4. is lawfully obtained from another source without an obligation of confidentiality.

These confidentiality obligations continue after the agreement ends.

8. Intellectual property and reusable technology

8.1 Client materials

The Client retains ownership of all intellectual property rights in materials, documents, data, branding, content and other intellectual property supplied by the Client.

8.2 Rimon AI technology

Rimon AI retains ownership of all intellectual property rights in its existing and future:

1. software and source code;
2. libraries, frameworks and reusable code;
3. templates;
4. prompts and prompt structures;
5. workflows and automation patterns;
6. connectors and integrations;
7. algorithms;
8. system architecture;
9. development techniques;
10. methodologies and processes;
11. tools and utilities;
12. know-how, skills and experience; and
13. generic improvements, enhancements and developments,

including any of these that are created, adapted, enhanced or developed while providing the Services.

These items are referred to collectively as Rimon AI Materials.

8.3 Deliverables developed for the Client

Unless a Proposal expressly states otherwise, Rimon AI owns the intellectual property in software, workflows, configurations, automations and other deliverables created in providing the Services.

Once all applicable fees have been paid, Rimon AI grants the Client a perpetual, non-exclusive, royalty-free licence to use those deliverables for the Client’s internal business purposes.

The Client may permit its personnel and service providers to use the deliverables on its behalf for those purposes.

The Client may not resell, commercially licence or distribute the Rimon AI Materials to third parties as a standalone product or service without our written consent.

8.4 Reuse and development for other clients

The Services are provided on a non-exclusive basis.

Nothing in this agreement prevents Rimon AI from:

1. providing the same or similar services to another person;
2. developing software or systems with the same or similar functionality;
3. reusing generic or reusable code, architecture, workflows, prompts, methodologies, templates, techniques or components developed or used during the engagement;
4. applying experience, ideas, concepts, skills and know-how acquired while performing the Services; or
5. developing products or services that compete with or are similar to a system developed for the Client.

This right does not permit Rimon AI to disclose or reuse the Client’s Confidential Information, identifiable Client Data, branding or other Client-owned intellectual property.

No exclusivity, non-compete or restriction on Rimon AI providing services to other clients applies unless expressly agreed in writing.

8.5 Generalised improvements

Where work undertaken for the Client results in an improvement to a general process, technique, system architecture, algorithm, integration method, prompt, workflow or other reusable capability, Rimon AI may incorporate that improvement into its products and services provided that doing so does not disclose Client Confidential Information.

9. Third-party technology

The Services may depend on products and services supplied by third parties, including Microsoft, OpenAI, Anthropic, Google, Amazon Web Services, Microsoft Azure, hosting providers, software vendors, API providers and other technology providers.

Those products may be subject to separate third-party terms, licence conditions and usage limits.

We do not control third-party technology and are not responsible for outages, discontinuation, API changes, changes in functionality, changes in pricing or other acts or omissions of a third-party provider that are outside our reasonable control.

If a third-party change requires material redevelopment, we will discuss the required work and cost with the Client before undertaking that work.

10. Artificial intelligence

The Client acknowledges that some Services use artificial intelligence, machine learning and automated systems.

AI-generated outputs may occasionally be incomplete, inaccurate, misleading or inconsistent, even where reasonable safeguards are used.

We will use reasonable care in designing and implementing AI systems, including appropriate controls having regard to the intended use of the system. However, AI outputs should not be treated as infallible or as a substitute for appropriate human judgement.

Unless expressly agreed otherwise, systems we provide are intended to assist people rather than make autonomous high-impact decisions.

The Client remains responsible for reviewing AI-generated content before relying on it for material business, financial, taxation, legal, employment, regulatory or client-facing decisions.

11. Professional advice

Unless expressly included in a Proposal, the Services do not constitute legal, taxation, accounting, financial, investment or other regulated professional advice.

AI-generated summaries, recommendations, research or drafting tools are intended to assist appropriately qualified personnel and should be independently reviewed where professional judgement is required.

12. Information security

We will take reasonable technical and organisational measures appropriate to the nature of the Services to protect Client Data against unauthorised access, disclosure, loss or misuse.

Where the Proposal specifies particular security arrangements, data locations, access controls or hosting requirements, we will implement those arrangements as part of the Services.

The Client acknowledges that no internet-connected, cloud-based or AI-enabled system can be guaranteed to be completely secure.

Accordingly, while we will take reasonable precautions, we do not warrant that a system will be completely immune from cyberattack, unauthorised access, malicious software, third-party compromise or other security incidents.

Each party must maintain reasonable security controls for systems and credentials under its control.

The Client is responsible for maintaining appropriate controls over its own accounts, passwords, identity systems, devices and personnel.

If we become aware of a material security incident affecting Client Data within our control, we will notify the Client without unreasonable delay and take reasonable steps to investigate, contain and remediate the incident.

13. Privacy

Each party must comply with privacy laws applicable to it in connection with the Services, including the Privacy Act 1988 (Cth) where applicable.

Where we process personal information on behalf of the Client, we will only process that information as reasonably required to provide the Services or as otherwise authorised by the Client.

Where the Proposal requires information to be stored or processed within Australia, we will configure the Services accordingly, subject to the capabilities and terms of the relevant third-party providers.

The Client is responsible for ensuring that it has appropriate authority to provide personal information to us for processing in connection with the Services.

14. Testing, pilot systems and development environments

Software and AI implementations may be developed iteratively.

Where a Proposal includes a pilot, prototype, proof of concept or testing period, the Client acknowledges that the system may require modification based on actual usage and feedback.

Pilot, prototype and development systems should not be relied upon for critical business processes unless both parties agree that they are ready for production use.

15. Acceptance and defects

The Client must notify us within a reasonable period after delivery if a material deliverable does not substantially conform with the agreed scope.

Where the issue results from an error in our implementation, we will use reasonable efforts to correct the issue.

Requests for new functionality, changes in preference, changed requirements or matters outside the agreed scope are not defects and may be treated as additional development.

16. Backups and business continuity

Unless backup or disaster recovery services are expressly included in the Proposal, the Client remains responsible for maintaining appropriate copies and backups of its source data and business records.

The Client should maintain reasonable business continuity arrangements for material business processes and should not rely solely on an AI or automation system where failure of that system could materially interrupt its business.

17. Warranties

We warrant that we will provide the Services with due care and skill.

Except for rights and guarantees that cannot lawfully be excluded, we do not warrant that:

1. the Services will operate without interruption or error;
2. every AI output will be accurate;
3. the Services will identify every relevant issue or item of information;
4. third-party systems will remain available or unchanged; or
5. the Services will produce any particular financial, productivity or commercial result.

Nothing in this agreement excludes any guarantee, warranty or right that cannot lawfully be excluded.

18. Limitation of liability

To the maximum extent permitted by law, neither party is liable to the other for indirect, incidental or consequential loss, including loss of anticipated profit, loss of opportunity, loss of goodwill or loss arising solely from interruption to business, except to the extent such liability cannot lawfully be excluded.

To the maximum extent permitted by law, Rimon AI’s aggregate liability arising out of or in connection with a Proposal is limited to the total fees paid or payable to Rimon AI under that Proposal during the 12 months preceding the event giving rise to the claim.

This limitation does not apply to liability that cannot lawfully be limited or excluded.

Where legislation permits liability to be limited rather than excluded, our liability is limited, at our option and to the extent permitted by law, to supplying the relevant Services again or paying the reasonable cost of having the relevant Services supplied again.

19. Client instructions and unlawful use

The Client must not knowingly use the Services:

1. unlawfully;
2. to infringe another person’s intellectual property or privacy rights;
3. to gain unauthorised access to data or systems;
4. to process data that the Client is not authorised to process; or
5. in a way that is inconsistent with agreed security restrictions.

The Client is responsible for claims arising directly from Client Data, materials or instructions supplied by the Client where those materials or instructions infringe third-party rights or applicable law, except to the extent that we caused or contributed to the relevant infringement.

20. Termination

Either party may terminate the agreement if the other party materially breaches it and does not remedy the breach within 14 days after receiving written notice requiring it to do so.

Either party may terminate immediately if the other party becomes insolvent, subject to applicable law.

The Client may terminate an ongoing service on the notice period specified in the Proposal.

On termination, the Client must pay fees for Services properly performed and approved third-party costs incurred up to the termination date.

Termination does not affect rights accrued before termination.

Clauses relating to intellectual property, confidentiality, payment, liability and any other provisions intended by their nature to continue will survive termination.

21. Publicity

We will not disclose the Client’s Confidential Information or Client Data for marketing purposes without permission.

With the Client’s consent, we may identify the Client as a customer or prepare a case study describing the project.

Unless the Client otherwise agrees, any public case study must exclude confidential information.

22. Force majeure

Neither party is responsible for delay or failure to perform an obligation, other than an obligation to pay money already due, where that delay or failure results from circumstances beyond that party’s reasonable control.

23. Notices

Formal notices under this agreement may be sent by email to the contact details ordinarily used by the parties in relation to the Services.

A notice is taken to have been received on the next business day after it is sent unless the sender receives notice that delivery failed.

24. Assignment

Neither party may assign its rights under the agreement without the other party’s consent, which must not be unreasonably withheld, except that Rimon AI may assign the agreement as part of a genuine corporate restructure, sale of its business or transfer to a related body corporate.

25. Entire agreement

The Proposal and these Terms and Conditions constitute the entire agreement between the parties concerning the Services and replace prior discussions relating to the same subject matter.

Changes to the agreement must be agreed by the parties in writing.

26. Severability

If any provision of the agreement is invalid or unenforceable, it is to be read down to the minimum extent necessary or, if that is not possible, severed without affecting the remaining provisions.

27. Governing law

The agreement is governed by the laws of New South Wales, Australia.

The parties submit to the jurisdiction of the courts of New South Wales and the Commonwealth of Australia.