Data Craftsman Services Agreement

Effective: 5 November 2025 (AEDT)

This Services Agreement (“Agreement”) is entered into between the organisation agreeing to these terms (“Customer”) and Data Craftsman (“Data Craftsman”). Capitalised terms have the meanings set out in Section 17 (Definitions). By executing an order form or using the Services in a business capacity, Customer agrees to this Agreement.

1. Services.

1.1. Services Term. Data Craftsman will deliver the Services for the Services Term specified in the Order Form. Increases purchased during a Services Term are prorated to end with the then-current Services Term unless otherwise agreed in writing.

1.2. Renewal. Any Renewal Terms and auto-renew settings will be on the applicable Order Form. Customer must give notice of non-renewal or scope reduction at least thirty (30) days before the next Renewal Term.

1.3. Authorised Purchasers. (a) Provisioning: Customer will provide details of the initial authorised purchaser on the Order Form. (b) Purchases: The Services may allow authorised purchasers to procure additional quantities. Customer is responsible for related settings; additional quantities are charged at the then-current price for the remainder of the Services Term unless otherwise stated.

1.4. Affiliates. (a) Usage: Customer Affiliates may use the Services under Customer’s Account; Customer remains responsible for their acts and omissions. (b) Separate Purchases: If an Affiliate requires a separate account, a separate Order Form is required.

1.5. Usage‑based Services. If the Services are usage‑based, Fees are calculated by Data Craftsman from measured usage.

2. Provision.

2.1. General. This Agreement governs Customer’s access to and use of the Services.

2.2. Use. Data Craftsman grants Customer a non‑exclusive right to access and use the Services during the Term. If an API or enterprise features are provided, Customer may integrate them into Customer Applications and make those available to End Users in accordance with this Agreement.

2.3. Modifications. Data Craftsman may update the Services. If an update materially reduces functionality, Data Craftsman will notify Customer and Customer may terminate on thirty (30) days’ notice within five (5) business days of receipt of the notice. This does not apply to beta or evaluation features.

3. Customer obligations.

3.1. Customer Account. Customer must provide accurate Account information, not share credentials, and promptly notify Data Craftsman of unauthorised access.

3.2. End Users. End User Accounts are for single users only. Customer is responsible for End Users and will obtain necessary consents.

3.3. Restrictions. Customer will not (and will not permit End Users to): (a) use the Services or Customer Content unlawfully or in violation of Data Craftsman policies; (b) infringe third‑party rights; (c) allow minors to use the Services without guardian consent; (d) reverse engineer the Services; (e) except for a permitted exception, use Output to develop competing AI models; (f) extract data other than as permitted; (g) where API access is provided, buy, sell, or transfer API keys; (h) interfere with or disrupt the Services; (i) violate or circumvent usage limits.

3.4. Third‑Party Services. Third‑Party Services may be available through the Services and are subject to their own terms; Customer’s use is at its discretion.

4. Customer Content.

4.1. Generally. As between the parties, and to the extent permitted by law, Customer retains ownership of Input and owns Output. Data Craftsman assigns any rights it may have in Output to Customer.

4.2. Data Craftsman Obligations. Data Craftsman will use Customer Content only as necessary to provide the Services, comply with law, enforce policies, and prevent abuse. Data Craftsman will not use Customer Content to develop or improve the Services unless Customer expressly agrees.

4.3. Customer Obligations. Customer is responsible for Input and represents it has the necessary rights to provide it; Customer is solely responsible for its use of Output.

4.4. Similarity of Output. Due to the nature of AI, Output may not be unique, and other users may receive similar output.

5. Security and Privacy.

5.1. Security Measures. Data Craftsman will maintain administrative, technical, and physical security measures appropriate to the Services (“Security Measures”). If Security Measures are materially diminished, Customer may terminate with written notice within five (5) business days of notice.

5.2. Audit Reports. Upon request (no more than once per year), Data Craftsman may provide available security documentation or summaries; such materials are Data Craftsman Confidential Information.

5.3. Privacy. If Customer uses the Services to process personal information, the parties will comply with the Australian Privacy Act 1988 (Cth), the Australian Privacy Principles, and any applicable data processing addendum agreed by the parties (“DPA”).

5.4. Health Information. Unless the parties agree in writing (e.g., a healthcare addendum), Customer will not use the Services to handle health information subject to the Privacy Act 1988 (Cth) or applicable health records laws.

6. Payment.

6.1. Fees. Customer will pay the Fees specified on the Order Form in the stated currency and payment terms. Fees are non‑refundable except as required by law or expressly stated. Any minimum commitment is non‑cancellable except as required by law or expressly stated.

6.2. Payment. Invoices are payable on the interval set forth in the Order Form. Data Craftsman may suspend or terminate the Services for overdue amounts. Customer will provide accurate billing and contact information.

6.3. Taxes. Fees are exclusive of taxes (including GST). Customer is responsible for applicable taxes. If withholding applies, Customer will gross‑up payments so Data Craftsman receives the invoiced amount.

6.4. Disputes. To dispute an invoice, Customer must email support@mail.datacraftsman.com.au within thirty (30) days of the invoice date and pay all undisputed amounts. Overdue undisputed amounts may accrue interest at 1.5% per month (or the maximum permitted by law, if lower).

6.5. Service Credits. If pre‑paid credits are used, they are subject to applicable service credit terms.

6.6. Corrections. Data Craftsman may correct pricing errors and change prices on notice consistent with the Order Form or published pricing.

7. Confidentiality.

7.1. Use and Non‑disclosure. Recipient will use Confidential Information only to exercise rights and perform obligations under this Agreement, protect it with reasonable measures, and not disclose it except as permitted.

7.2. Exceptions. Confidentiality obligations do not apply to information that is public without breach, already known, lawfully disclosed by a third party without restriction, or independently developed.

7.3. Permitted Disclosure. Recipient may disclose Confidential Information to its Affiliates, employees, contractors, and agents with a need to know and comparable obligations, and as required by law with reasonable prior notice where permitted.

7.4. Remedies. Unauthorised disclosure may cause irreparable harm; equitable relief may be sought in addition to other remedies.

8. Suspension.

8.1. Of End User Accounts. If an End User violates this Agreement or causes a security emergency, Data Craftsman may request suspension or terminate the relevant account; if Customer does not act promptly, Data Craftsman may do so.

8.2. Of the Services. Data Craftsman may limit or suspend access if required by law, for violations, or to prevent or address a security emergency, and will use reasonable efforts to tailor and restore access once resolved.

9. IP Rights.

9.1. Reservation of Rights. Except as stated, this Agreement does not grant Data Craftsman any IP Rights in Customer Content or grant Customer IP Rights in the Services.

9.2. Limited Permission. Customer grants Data Craftsman only the rights reasonably necessary to deliver the Services, including to subcontractors.

9.3. Feedback. Data Craftsman may use Feedback without restriction or compensation.

10. No Publicity.

Neither party will use the other’s name or logo or make public statements about this relationship without prior written permission.

11. Term and Termination.

11.1. Agreement Term. This Agreement remains in effect for the Term.

11.2. Termination. Either party may terminate on written notice if the other materially breaches and fails to cure within thirty (30) days, or ceases business or becomes insolvent.

11.3. Effects of Termination. Upon termination, rights granted to Customer cease. Data Craftsman will delete Customer Content within thirty (30) days unless legally required to retain it or otherwise agreed. Accrued rights and obligations survive; unpaid minimum commitments (unless termination is for Data Craftsman’s breach) become due.

11.4. Survival. Sections 6.2, 7, 9, 11.3, 11.4, 12, 13, 14, and 16 survive termination.

12. Warranties; Disclaimer.

12.1. Warranties. During the Term, when used as permitted, the Services will conform in all material respects to the documentation.

12.2. Disclaimer. EXCEPT FOR THE ABOVE AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS”. DATA CRAFTSMAN AND ITS AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON‑INFRINGEMENT, AND ANY ARISING FROM COURSE OF DEALING. DATA CRAFTSMAN DOES NOT WARRANT THAT THE SERVICES WILL MEET REQUIREMENTS OR BE ERROR‑FREE OR THAT CUSTOMER CONTENT WILL BE ACCURATE; NOR IS DATA CRAFTSMAN RESPONSIBLE FOR THIRD‑PARTY SERVICES OR CONTENT.

12.3. Beta Services. If Data Craftsman offers any beta, preview, or evaluation features, they are provided “as is”, may change or be discontinued, and Data Craftsman has no liability arising from their use.

13. Indemnification.

13.1. By Data Craftsman. Data Craftsman will indemnify Customer against third‑party claims alleging the Services infringe IP Rights, excluding claims arising from combinations not provided by Data Craftsman, modifications by others, Customer Content, or Customer Applications.

13.2. By Customer. Customer will indemnify Data Craftsman against third‑party claims arising out of Customer’s violation of this Agreement, Customer Applications, or Customer Content.

13.3. Mitigation. If Data Craftsman believes a Service may infringe, it may obtain rights, modify or replace the Service, or terminate and refund prepaid unused Fees; Customer will follow reasonable instructions.

13.4. Procedure. The indemnified party must promptly notify, cooperate, and allow control of defence and settlement; the indemnifying party may not settle without a release of the other party and without admission of fault by the other party.

14. Limitation of Liability.

14.1. Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY.

14.2. Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL LIABILITY UNDER THIS AGREEMENT IS LIMITED TO THE AMOUNT PAID BY CUSTOMER FOR THE SERVICES IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY. NOTHING IN THIS AGREEMENT EXCLUDES, RESTRICTS, OR MODIFIES ANY NON‑EXCLUDABLE RIGHTS UNDER THE AUSTRALIAN CONSUMER LAW; WHERE PERMITTED, REMEDIES ARE LIMITED TO RESUPPLY OF SERVICES OR PAYMENT OF THE COST OF RESUPPLY.

15. Dispute Resolution.

15.1. Mandatory Arbitration. Except where not permitted by law, disputes arising out of or in connection with this Agreement will be finally resolved by arbitration administered by the Australian Centre for International Commercial Arbitration (ACICA).

15.2. Informal Dispute Resolution. Before commencing arbitration, the parties will attempt to resolve disputes informally for sixty (60) days. Customer will email support@mail.datacraftsman.com.au; Data Craftsman will notify the Account email.

15.3. Generally. The arbitration will be governed by the ACICA Arbitration Rules. The initiating party will pay filing fees; other administrative and arbitrator costs are as per the rules. If a claim is found frivolous, the initiating party will reimburse reasonable fees and costs.

15.4. Procedure. The seat and venue will be Sydney, New South Wales, Australia. Proceedings will be in English before a sole arbitrator (or three arbitrators for claims exceeding AUD $100,000). The arbitrator has authority to decide all issues, including interim relief. Settlement offers are not disclosed to the arbitrator until after any award.

15.5. Exceptions. This section does not prevent (a) individual claims in small claims tribunals (where available) or (b) applications for urgent injunctive or equitable relief to stop unauthorised use or IP infringement.

15.6. No Class Actions. To the extent permitted by law, disputes must be brought on an individual basis only and not as a class, consolidated, or representative proceeding.

15.7. Consolidation. If multiple related claims are filed involving substantially similar disputes, the tribunal may consolidate proceedings or hear them sequentially consistent with the ACICA Rules.

15.8. Severability. If any part of this Section 15 is unlawful or unenforceable, the remainder remains effective; if severance would permit representative arbitration, Section 15 is unenforceable in its entirety.

16. Miscellaneous.

16.1. Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding the Services and supersedes prior agreements on the subject. It incorporates by reference applicable Data Craftsman policies and the Order Form.

16.2. Conflicting Terms. If there is a conflict: (a) Order Form; then (b) service‑specific terms; then (c) this Agreement; then (d) policies.

16.3. Governing Law; Venue. This Agreement is governed by the laws of New South Wales, Australia. Subject to Section 15, courts of New South Wales have exclusive jurisdiction for non‑arbitrable claims.

16.4. Severability. Unenforceable provisions will be modified to reflect the parties’ intent to the extent necessary; the remainder remains in full force.

16.5. Notices. Notices must be sent by email to support@mail.datacraftsman.com.au and are deemed received when delivered; postal details can be provided upon request.

16.6. Waiver. A waiver of any default is not a waiver of any subsequent default.

16.7. Assignment. Neither party may assign without consent, except to an Affiliate or successor to substantially all assets or business, with notice.

16.8. No Agency. The parties are independent contractors.

16.9. Force Majeure. Neither party is liable for delays or failures due to events beyond reasonable control (excluding payment obligations).

16.10. No Third‑Party Beneficiaries. There are no intended third‑party beneficiaries.

16.11. Trade Controls. Customer will comply with applicable trade, sanctions, and export control laws, including Australian sanctions laws. Customer’s Input must not require a government licence for release or export.

16.12. Geographic Restrictions. Data Craftsman may limit access to the Services by geography and may suspend for violations of such limitations.

16.13. Updates. Data Craftsman may update this Agreement or policies with reasonable notice. Material adverse updates will take effect not less than thirty (30) days after notice unless required by law; continued use after effectiveness constitutes acceptance.

16.14. Government Entity Rights. Where applicable, the Services and documentation are provided as commercial computer software and services with only those rights granted to other customers, except to the extent prohibited by law.

17. Definitions.

“Account” means an administrative account provided to Customer for administering the Services.

“ACICA” means the Australian Centre for International Commercial Arbitration.

“Affiliate” means any entity that controls, is controlled by, or is under common control with a party.

“Confidential Information” means non‑public information disclosed by a party that is identified as confidential or should reasonably be understood as confidential. Customer Content is Confidential Information.

“Customer Application” means Customer’s applications, products, or services that integrate with any Data Craftsman API or enterprise features if provided.

“Customer Content” means Input and Output.

“DPA” means a data processing addendum agreed by the parties (available on request).

“End User” means a person authorised by Customer to use the Services via Customer’s Account or a Customer Application.

“End User Account” means an account for an End User under Customer’s Account.

“Fees” means amounts payable under an Order Form or published pricing.

“IP Rights” means intellectual property rights worldwide.

“Input” means content provided by Customer or End Users to the Services.

“Order Form” means an ordering document signed by the parties or an online ordering page used to purchase the Services.

“Output” means output generated by the Services based on Input.

“Security Emergency” means a use that creates a security risk, credible risk of harm, infringement of third‑party rights, or liability to a party or third party.

“Security Measures” means the security measures maintained by Data Craftsman for the Services.

“Services” means Data Craftsman’s services for businesses or enterprises (which may include access to Crafty AI, administrative features, and related software, tools, or documentation), excluding Third‑Party Services. Data Craftsman does not currently offer a public API.

“Services Term” means the Initial Term and all Renewal Terms.

“Third‑Party Services” means products, services, or content provided by third parties through or with the Services.

“Usage Limits” means limits described in the Order Form or documentation.

Last updated: 5 November 2025 (AEDT)