Terms of use

1.1 DAIV Pty Ltd ACN 693 250 083 (we, us or our) is pleased to offer you DAIV, a service that aspires to:

1. (a)

   (a) extract project-critical information from construction contracts;

2. (b)

   (b) synthesise that information with third party data streams to contextualise that information to a work site in real time; and

3. (c)

   (c) assist you to efficiently and conveniently manage your construction contract obligations,

(Permitted Use).

1.2 These Terms govern your access to and use of DAIV.

2.1 DAIV is a great information and management resource, but it is not a lawyer.

2.2 You warrant to us that you will engage a lawyer to act for you in respect of Your Project, including:

1. (a)

   (a) before signing any document or verbally agreeing to anything relating to Your Project; and

2. (b)

   (b) to understand how to comply with your obligations under any agreement you are bound by.

2.3 That way, if DAIV has said anything to you that is not correct, you will not do something that causes you Loss without first having the benefit of proper legal advice.

2.4 There may be expensive consequences if you do anything in reliance on what DAIV has told you without seeking legal advice from a real-life lawyer first.

2.5 To the extent permitted by law, you release us from and hold us harmless in connection with any Loss you suffer:

1. (a)

   (a) because you do, or omit to do, anything in reliance on anything DAIV tells you;

2. (b)

   (b) because you did not seek or comply with legal advice relating to Your Project; or

3. (c)

   (c) relating to any agreement you entered into without legal advice.

3.1 Subject to your compliance with these Terms and payment of the Fees, you may access and use DAIV in accordance with your Plan.

3.2 By using DAIV or confirming your agreement to these terms at the time of registration, you agree to be bound by these Terms and comply with all applicable laws that relate to these Terms.

3.3 If you purchase DAIV for a company or other organisation, you warrant that:

1. (a)

   (a) you have authority to bind that organisation to these Terms; and

2. (b)

   (b) references to you in these Terms include that organisation.

3.4 Our DAIV Privacy Policy explains how we collect and use personal information you provide to us using DAIV. Although it does not form part of these Terms, it is an important document that you must read.

3.5 If you do not accept these Terms or our DAIV Privacy Policy, you must not use DAIV.

4.1 Subscription Details

1. (a)

   (a) When you purchase a service from DAIV, the checkout page will identify the applicable commercial terms which may include:

   1. (i)

      (i) the DAIV services you are purchasing (Plan);

   2. (ii)

      (ii) your initial committed subscription period (Initial Term);

   3. (iii)

      (iii) each renewal period (Renewal Term);

   4. (iv)

      (iv) the Fees and billing frequency;

   5. (v)

      (v) the notice period required if you do not want the subscription to renew; and

   6. (vi)

      (vi) any other commercial terms expressly identified at checkout,

   together, the Subscription Details.

2. (b)

   (b) Your Subscription Details form part of these Terms.

3. (c)

   (c) If the Subscription Details are inconsistent with these Terms concerning a matter listed in clause 4.1(a), the Subscription Details prevail to the extent of that inconsistency.

4.2 Commencement and Initial Term

1. (a)

   (a) Your subscription commences on the date specified in your Subscription Details or, if no date is specified, when we first give you access to your Plan (Commencement Date).

2. (b)

   (b) Your subscription continues from the Commencement Date for the Initial Term.

3. (c)

   (c) During the Initial Term:

   1. (i)

      (i) you must pay the Fees applicable to the whole Initial Term; and

   2. (ii)

      (ii) you cannot terminate the subscription merely because you no longer require or wish to use DAIV.

4. (d)

   (d) This does not affect any termination or cancellation right you have under these Terms or applicable law.

4.3 Automatic renewal

At the end of the Initial Term, your subscription automatically renews for successive Renewal Terms unless either party gives notice in writing that it does not want the subscription to renew.

4.4 Fees and payment

1. (a)

   (a) You must pay the Fees set out in your Subscription Details.

2. (b)

   (b) Unless your Subscription Details say otherwise, Fees are payable within 14 days of the earlier of the start of the payment period, or upon invoice issue.

4.5 Direct debit authority

1. (a)

   (a) By providing us or our payment provider with a bank account, debit card, credit card or other payment method, you authorise us and our payment provider to debit or charge that payment method for all amounts you owe us.

2. (b)

   (b) You must:

   1. (i)

      (i) ensure sufficient funds or credit are available when a payment falls due; and

   2. (ii)

      (ii) promptly update your payment details if they change.

4.6 Overdue amounts

1. (a)

   (a) If a payment is declined, dishonoured or reversed, we may:

   1. (i)

      (i) attempt to process the payment again; and

   2. (ii)

      (ii) recover from you any reasonable dishonour or payment processing costs we incur.

2. (b)

   (b) An amount not paid when due accrues interest from its due date until payment at the RBA Cash Rate plus 4% per annum, calculated daily.

3. (c)

   (c) If an amount remains unpaid for 7 days after we notify you that it is overdue, we may suspend your access to DAIV until all overdue amounts and accrued interest have been paid.

4. (d)

   (d) Suspension for non-payment does not:

   1. (i)

      (i) cancel your subscription;

   2. (ii)

      (ii) extend your Initial Term or Renewal Term; or

   3. (iii)

      (iii) relieve you from paying Fees which continue to fall due.

5. (e)

   (e) We may recover our reasonable costs of recovering an overdue amount on the full indemnity basis.

5.1 Your Customer Data

1. (a)

   (a) You may provide documents, information, data, text and other material to DAIV (Customer Data).

2. (b)

   (b) You retain all right, title and interest, including all Intellectual Property Rights, in your Customer Data.

3. (c)

   (c) You warrant that:

   1. (i)

      (i) you have all rights, licences, authorities and permissions required to provide Customer Data to us and allow us to process it under these Terms;

   2. (ii)

      (ii) providing or processing Customer Data as contemplated by these Terms will not infringe another person’s rights.

5.2 Your Output

1. (a)

   (a) DAIV may generate extracted information, summaries, tables, alerts, analysis, reports and other output from your Customer Data (Output).

2. (b)

   (b) As between you and us, you own all right, title and interest in Output, including any Intellectual Property Rights capable of subsisting in it.

3. (c)

   (c) All Intellectual Property Rights subsisting in:

   1. (i)

      (i) DAIV or its underlying technology; or

   2. (ii)

      (ii) improvements to DAIV in connection with your use of DAIV,

   are owned by us or are licensed by us from a third party.

4. (d)

   (d) Except as expressly authorised by these Terms, you may not in any form or by any means:

   1. (i)

      (i) adapt, reproduce, store, distribute, print, display, perform, publish or create derivative works from; or

   2. (ii)

      (ii) commercialise in any way,

   any part of our web site or DAIV without our prior written permission.

5.3 Our limited licence

1. (a)

   (a) You grant us a non-exclusive, worldwide, royalty-free licence to use, host, store, copy, transmit and process Customer Data and Output only to the extent reasonably necessary to provide DAIV to you; perform functionality you request; maintain, support and secure DAIV; back up and restore DAIV; comply with your reasonable instructions; improve DAIV, subject to clause 5.4; or to comply with law.

2. (b)

   (b) The licence in clause 5.3(a) does not permit us to sell, commercialise or independently exploit Customer Data or Output.

5.4 Your data is never training data

1. (a)

   (a) We will not use Customer Data or Output to train or fine-tune any large language model, foundation model, machine learning model or other artificial intelligence model.

2. (b)

   (b) Where Customer Data is submitted to an AI model as part of DAIV:

   1. (i)

      (i) the AI processing is limited to runtime processing required to perform the function you requested;

   2. (ii)

      (ii) we will use reasonable efforts to ensure your Customer Data is not used to train or fine-tune any AI model.

5.5 De-identified telemetry

1. (a)

   (a) We may collect and use technical, operational and usage telemetry to operate, secure, test and improve DAIV.

2. (b)

   (b) Any telemetry used to optimise or improve DAIV will first de-identify, aggregate or redact your Customer Data or Output.

5.6 Third party technology

1. (a)

   (a) DAIV may use third party AI models, cloud and hosting services, data sources, payment providers, software, and APIs to provide DAIV.

2. (b)

   (b) You authorise us to disclose and process Customer Data through those providers to the extent reasonably required to provide DAIV.

3. (c)

   (c) We will take reasonable steps to ensure that the provider is subject to reasonable confidentiality, security and data-use restrictions.

6.1 Machine learning, large language models and other types of AI are rapidly evolving fields of study. Given the probabilistic nature of these models, use of DAIV may, in some situations, result in Output that does not accurately reflect the law or the Customer Data or your contractual obligations.

6.2 When you use DAIV you understand and agree:

1. (a)

   (a) Output may not always be accurate. You should not rely on Output from our services as a sole source of truth or factual information, or as a substitute for professional legal advice;

2. (b)

   (b) you must evaluate Output for accuracy and appropriateness for your use case, including using human review as appropriate, before using or sharing Output from DAIV;

3. (c)

   (c) you must not use any Output for any purpose that could have a legal or material impact on any person, such as making investment, commercial, business, credit, legal, medical, or other important decisions about them.

6.3 We do not make any representations or warranties that the Output is reliable, accurate or complete or that your access to that information will be uninterrupted, timely or secure. You must not Claim we are liable for any Loss resulting from any action taken or reliance made by you on any Output.

7.1 You must not use or facilitate the use of DAIV or any content on the website other than for Permitted Use. This includes that you will not use, copy, scrape, reproduce, alter, modify, collect, mine or extract from our website or DAIV any data:

1. (a)

   (a) for any machine learning, deep learning, machine learning language models and/or artificial intelligence-related purposes (including the training or development of such technologies);

2. (b)

   (b) for data aggregation, analysis or mining purposes (including to generate any patterns, trends or correlations);

3. (c)

   (c) with any machine learning and/or artificial intelligence technologies to generate any data or content or to synthesise or combine with any other data or content.

7.2 Other than as expressly permitted by us in writing, you must not use or facilitate the use of any:

1. (a)

   (a) “robot”, “bot”, “spider”, “scraper”, “crawler”; or

2. (b)

   (b) automated device, program, technique, tool, process, algorithm or method (whether for data gathering, mining, collection, reading, scraping, extraction or other purposes),

in connection with DAIV or our website.

7.3 You must not use any service, software, device, tool, method, program, technique, algorithm or process to circumvent any restriction, condition, protection or technological measure that controls access to DAIV or our website in any way, including bypassing or circumventing any access controls or use limits of DAIV or our website.

8.1 Subject to 8.2:

1. (a)

   (a) you must not Claim that we are liable for any Loss (including any Consequential Loss) which you may directly or indirectly suffer in connection with:

   1. (i)

      (i) your use of DAIV;

   2. (ii)

      (ii) your use of or reliance on Output; and

2. (b)

   (b) you must not Claim that we are liable for any Consequential Loss which you may directly or indirectly suffer in connection with DAIV;

3. (c)

   (c) any condition, warranty, right or liability which would otherwise be implied in these Terms or protected by law is excluded.

8.2 Nothing in these Terms is intended to limit any right you may have under Australian Consumer Law. If Australian Consumer Law, or other law, states there is a guarantee in relation to any services supplied by us, and our liability for failing to comply with that guarantee cannot be excluded but may be limited, then to the extent permitted by law, our liability for breach of a condition or warranty implied by any legislation, including Australian Consumer Law, is limited to the following remedies (at our discretion):

1. (a)

   (a) supply of the services that DAIV provides you again; or

2. (b)

   (b) the payment of the cost of having the services that DAIV provides you supplied again.

8.3 If we are liable to you in connection with these Terms or DAIV, then subject to clause 8.2 and to the extent permitted by law, our total aggregate liability for all Claims (whether in contract, tort including negligence, under statute or otherwise) will not exceed the lesser of:

1. (a)

   (a) $500,000; or

2. (b)

   (b) the total Fees paid by you to us in the 12 months immediately before the date you make the Claim,

except in the event of DAIV's fraud or wilful misconduct.

9.1 You must ensure that your access to DAIV is not illegal or prohibited by laws which apply to you.

9.2 You must take your own precautions to ensure that the process which you employ for accessing DAIV does not expose you to the risk of viruses, malicious computer code or other forms of interference which may damage your own computer system. You must not Claim that we are liable for any interference or damage to your own computer, cloud or hosting system which arises in connection with your use of DAIV.

9.3 We want DAIV to be available when you need it, but we do not guarantee uninterrupted availability.

If you use any of our trade marks in reference to our activities, products or services, you must include a statement attributing that trade mark to us. You must not use any of our trade marks:

1. (a)

   (a) in or as the whole or part of your own trade marks;

2. (b)

   (b) in connection with activities, products or services which are not ours;

3. (c)

   (c) in a manner which may be confusing, misleading or deceptive;

4. (d)

   (d) in a manner that disparages us or our information, products or services (including this web site); or

5. (e)

   (e) without our prior written consent;

6. (f)

   (f) if we give you consent to use our trade marks, but subsequently ask you to stop using our trade marks.

11.1 This web site may contain links to other web sites (Linked Websites). Those links are provided for convenience only and may not remain current or be maintained.

11.2 We are not responsible for the content or privacy practices associated with Linked Websites.

11.3 Our links with Linked Websites should not be construed as an endorsement, approval or recommendation by us of the owners or operators of those Linked Websites, or of any information, graphics, materials, products or services referred to or contained on those Linked Websites, unless and to the extent stipulated to the contrary.

12.1 Unfortunately, no data transmission over the Internet can be guaranteed as totally secure. Whilst we strive to protect such information, we do not warrant and cannot ensure the security of any information (including Customer Data) which you transmit to us. Accordingly, any information which you transmit to us (including Customer Data) is transmitted at your own risk. Once we receive your transmission, we will take reasonable steps to preserve the security of such information.

12.2 You must not share your password, let anyone else access your account, or do anything that might put the security of your account at risk. We may remove your username or similar identifier in respect of your account if appropriate. You acknowledge sole responsibility for and assume all risk arising from your use of this web site.

12.3 We may disclose your Confidential Information to our employees, contractors and service providers who:

1. (a)

   (a) need the information to provide DAIV; and

2. (b)

   (b) are subject to appropriate confidentiality obligations.

13.1 You indemnify us from and against any Claim made against us or Loss we suffer, in connection with:

1. (a)

   (a) a breach by you of these Terms;

2. (b)

   (b) a breach by you of any law or regulation, including the Privacy Act 1988 (Cth);

3. (c)

   (c) any damage to property, personal injury or death caused by any act or omission of you, or in connection with your use of DAIV,

except to the extent caused by our breach of these Terms, fraud or negligence.

13.2 This indemnity survives the end or termination of these Terms.

14.1 Suspension

We may suspend your access to DAIV if:

1. (a)

   (a) an amount payable by you remains overdue in accordance with clause 4;

2. (b)

   (b) you breach these Terms;

3. (c)

   (c) your use of DAIV creates a material security, legal or technical risk;

4. (d)

   (d) we reasonably suspect unauthorised or fraudulent use of your account; or

5. (e)

   (e) suspension is reasonably necessary for us to comply with law or to protect the integrity, security or functionality of DAIV in any way.

14.2 Termination for breach

Access to this web site or DAIV may be terminated at any time by us without notice if you breach these Terms. Our disclaimers will survive any such termination.

14.3 What happens when the subscription ends

1. (a)

   (a) While your subscription is active, Customer Data and Output that you delete may remain available in an in-app soft-delete or recovery bin for between 1 and 365 days, depending on the relevant feature or retention setting.

2. (b)

   (b) When your subscription ends:

   1. (i)

      (i) we will use reasonable efforts to make Customer Data and Output available for export or download for 30 days after termination; and

   2. (ii)

      (ii) after that 30-day period, we may permanently delete Customer Data and Output from our active systems, subject to ordinary backup, security and disaster-recovery processes.

3. (c)

   (c) Clauses 14.3(a) and 14.3(b) do not apply to tax, billing, transaction or similar compliance records that we are required by law to retain. We may retain those records for up to 15 years, but only to the extent reasonably necessary to satisfy applicable tax, accounting, billing or other statutory record-keeping requirements.

These Terms are governed by the laws in force in Queensland. You agree to submit to the exclusive jurisdiction of the courts of that jurisdiction.

16.1 We may change these Terms by:

1. (a)

   (a) giving you at least 30 days’ notice; or

2. (b)

   (b) sending you notice of the changes to the email address that you used to register with us, and allowing you 30 days from the date of that notice to stop using DAIV.

16.2 You are responsible for informing yourself of any changes to these Terms and any notices, including on the website or by way of email, and you should familiarise yourself with the changes. You will be taken to have consented to the amended Terms by your continued use of DAIV.

17.1 Your rights under these Terms are not transferable.

17.2 We may assign, novate or transfer our rights or obligations under these Terms on reasonable notice to you (for example as part of a business sale). You must do all things reasonably requested by us to give effect to that assignment, novation or transfer.

To the extent we’ve entered into any other written agreement with you, that agreement will prevail to the extent of any inconsistency between that agreement and these Terms.

19.1 We accept no liability for any failure to comply with these Terms where such failure is due to circumstances beyond our reasonable control.

19.2 If we waive any rights available to us under these Terms on one occasion, this does not mean that those rights will automatically be waived on any other occasion.

19.3 If any of these Terms are held to be invalid, unenforceable or illegal for any reason, the remaining terms and conditions will nevertheless continue in full force.

In these Terms:

1. (a)

   (a) Australian Consumer Law means Schedule 2 to the Competition and Consumer Act 2010 (Cth);

2. (b)

   (b) Business Day means a day other than a Saturday, Sunday or public holiday in Brisbane, Queensland;

3. (c)

   (c) Claim includes any action, suit, cause of action, arbitration, claim, demand, proceeding, complaint, obligation or liability, whether actual or contingent, at law, in equity or under statute;

4. (d)

   (d) Commencement Date has the meaning given in clause 4.2(a);

5. (e)

   (e) Confidential Information means information of a confidential nature disclosed by or on behalf of one party to the other, including Customer Data;

6. (f)

   (f) Consequential Loss means loss of production, revenue, profit, business reputation, opportunity, anticipated savings or wasted overheads, business interruption and any other loss that does not arise naturally according to the usual course of things from the relevant breach or event;

7. (g)

   (g) Customer Data means all documents, information, data, text and other material provided or made available by or on behalf of you to DAIV;

8. (h)

   (h) DAIV means the DAIV software-as-a-service platform, website, applications, functionality and related services made available by us;

9. (i)

   (i) Fees means the fees payable for your Plan as set out in your Subscription Details, together with any other amount you expressly agree to pay;

10. (j)

    (j) Initial Term means the initial committed subscription period specified in your Subscription Details;

11. (k)

    (k) Intellectual Property Rights means all present and future rights conferred by statute, common law or equity in or in relation to copyright, trade marks, service marks, designs, patents, circuit layouts, database rights, confidential information, know-how, inventions, business names, domain names and other results of intellectual activity anywhere in the world, whether registered or unregistered;

12. (l)

    (l) Loss means any loss, liability, damage, cost or expense, whether present or future, actual or contingent, including reasonable legal and professional costs incurred in investigating, defending or resolving a Claim;

13. (m)

    (m) Output has the meaning given in clause 5.2(a);

14. (n)

    (n) Permitted Use has the meaning given in clause 1.1;

15. (o)

    (o) Plan means the DAIV product, package, service level or subscription selected by you at checkout;

16. (p)

    (p) RBA Cash Rate means the cash rate target published by the Reserve Bank of Australia from time to time;

17. (q)

    (q) Renewal Term means each renewal period specified in your Subscription Details;

18. (r)

    (r) Subscription Details has the meaning given in clause 4.1;

19. (s)

    (s) Terms means these terms and conditions, including the applicable Subscription Details; and

20. (t)

    (t) Your Project means a construction project in connection with which you use DAIV.