Affinda helps organisations unlock the value in their documents using AI-powered data extraction and automation. These are the terms on which we make our platform available.
These Terms of Use (Terms) govern the Client’s access to and use of the Affinda platform, including the Software, API, Documentation, and Content. By executing an Order Form that references these Terms (including online), the Client agrees to be bound by them. Together with the applicable Order Form and, if applicable, a Support Services Schedule and Data Processing Addendum, these Terms form the Agreement. If there is any inconsistency, the Order Form prevails over these Terms.
In these Terms, Affinda means Affinda Products Pty Ltd (ACN 667 159 800) and any Related Body Corporate named in the Order Form. Client means the entity identified as the client in the Order Form. Capitalised terms not defined in the body of these Terms are defined in clause 14.
1. Licence
Affinda grants the Client a limited, non-exclusive, non-transferable, non-sublicensable licence during the Term to access and use the Software and API solely for the Permitted Purpose and in accordance with the Usage Limits. The Client may permit its Users to access and use the Software and API, but only to the extent necessary to support the Permitted Purpose. The Client is responsible for each User’s compliance with this Agreement as if those acts or omissions were the Client’s own. The Client must not, and must ensure that no User or third party will: (a) copy, modify, decompile, reverse engineer, or create derivative works from the Software or API; (b) sublicense, sell, lease, distribute, or otherwise make the Software or API available to any person other than permitted Users; (c) use the Software or API to develop any product or service that competes with Affinda’s products or services; (d) circumvent any security, technical, or usage controls in the Software or API; (e) use the Software or API in any way that breaches any law, infringes any person’s rights, or could compromise the security or integrity of Affinda’s systems. The Client must maintain secure passwords for the Software and API, keep them confidential, and promptly notify Affinda if it becomes aware of or suspects any security breach. The Client must ensure that its systems and networks comply with any specifications Affinda provides from time to time.
2. Support Services
Affinda will provide the support services set out in the Support Services Schedule, which forms part of the applicable Order Form. Affinda will use commercially reasonable efforts to make the Software and API available and to respond to support requests within the target response times set out in that Schedule. Target response times are targets, not guarantees. Affinda is not responsible for any unavailability of the Software or API attributable in whole or in part to: (a) scheduled or requested maintenance; (b) trial software or trial features; (c) events or circumstances beyond Affinda’s control, including downtime of Affinda’s third-party hosting providers; (d) faulty input, instructions, or use of third-party services, hardware, or software; (e) unauthorised use of the Software or any act or omission by the Client, its personnel, or any User; (f) failure to adhere to required configurations, supported platforms, or applicable security practices; or (g) attempts to exceed prescribed limits or quotas, or that result from Affinda’s efforts to address real or suspected abuse. If the Order Form does not include a Support Services Schedule, Affinda will provide support using commercially reasonable efforts.
3. Client Data
The Client owns all rights in Client Data. Nothing in this Agreement transfers ownership of Client Data to Affinda. The Client is solely responsible for the legality, accuracy, and quality of Client Data. Affinda may access and use Client Data only to the extent necessary to provide the Software and API under this Agreement. Affinda will notify the Client promptly of any unauthorised access to, or loss of, Client Data of which it becomes aware and will take reasonable steps to contain and remediate the incident.
4. Personal Data
If Client Data contains Personal Data, Affinda will process that Personal Data only in accordance with this Agreement, any applicable Data Processing Addendum, and the Client’s lawful instructions. The Client is responsible for ensuring that it has all necessary consents and legal bases for the disclosure and processing of Personal Data under this Agreement. The Data Processing Addendum at https://www.affinda.com/legal/DPA forms part of this Agreement to the extent that Affinda processes Personal Data on behalf of the Customer.
5. Intellectual Property
Affinda owns and retains all right, title, and interest in the Software, API, Documentation, and all related intellectual property, including any modifications, improvements, learnings, or derivative works arising from the provision of the Software or API. This Agreement does not transfer any intellectual property rights to the Client except for the licence granted in clause 1. Affinda may collect and use aggregated, de-identified usage data relating to the Client’s use of the Software and API for Affinda’s own business purposes, including product development and improvement, provided that such data does not identify the Client or any individual.
The Software may include open-source software, in which case the applicable open-source licence terms apply to that software and, to the extent required by that licence, prevail over these Terms (including any provisions governing access to source code, modifications, or reverse engineering). The Software may also include third-party embedded software, in which case the applicable third-party licence terms apply to its use and the third-party licensors retain ownership of all intellectual property in the embedded software.
6. Confidentiality
Each party will keep the other party’s Confidential Information strictly confidential and will use it only for the purposes of this Agreement. Neither party will disclose the other party’s Confidential Information except: (a) to its employees, contractors, advisers, or (in Affinda’s case) Related Bodies Corporate who need to know it for the purposes of this Agreement, provided those persons are bound by obligations of confidentiality no less protective than this clause; (b) with the other party’s prior written consent; or (c) to the extent required by law, regulation, or court order, provided the disclosing party gives the other party reasonable prior notice where legally permitted. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party at the time of disclosure; (c) is independently developed by the receiving party without reference to the Confidential Information; or (d) is received from a third party entitled to disclose it without restriction. On termination or expiry of this Agreement, each party will, on request, promptly return or destroy the other party’s Confidential Information, except to the extent retention is required by law or necessary for the exercise of surviving rights under this Agreement.
7. Fees and Payment
The Client will pay the Fees set out in the applicable Order Form. Unless otherwise stated in the Order Form, Fees are exclusive of all taxes. The Client is responsible for all applicable taxes (other than taxes on Affinda’s income). If the Client is required by law to withhold any tax, the Client will deduct the required amount and pay it to the relevant authority. Affinda will invoice the Client in accordance with the payment terms stated in the Order Form. If no payment terms are stated, invoices are due within 20 business days of issue. If the Client’s usage exceeds the Usage Limits, Affinda may charge additional fees in accordance with the applicable pricing schedule or, if none is specified, at Affinda’s then-current rates. Either party may dispute an invoice in good faith by notifying the other party in writing within 14 days of receipt, setting out the reasons for the dispute. The undisputed portion remains due. The parties will work to resolve the dispute promptly.
8. Suspension and Restriction
Affinda may change or suspend access to the API or Software if reasonably necessary to address a security vulnerability or to protect the integrity of Affinda’s systems. Affinda may also restrict or suspend the Client’s access if the Client breaches clause 1, fails to pay Fees when due, or exceeds the Usage Limits. Affinda will use commercially reasonable efforts to provide prior notice where reasonably practicable. Affinda is not liable for any costs the Client incurs in modifying its systems to maintain access following any such change.
9. Warranties
Affinda warrants that: (a) the Software will perform materially in accordance with its Documentation during any period covered by an Order Form; and (b) to the best of its knowledge, the Software will not infringe any third party’s intellectual property rights. The Client warrants that it has the authority to enter into this Agreement and that its use of the Software will comply with all applicable laws. Except as expressly stated in this Agreement, all conditions, warranties, and representations (whether express or implied), including any implied warranties of merchantability, fitness for a particular purpose, non-infringement, or data accuracy, are excluded to the maximum extent permitted by law.
10. Liability
Neither party will be liable to the other for any indirect, consequential, or incidental loss, including loss of profit, loss of opportunity, or loss of anticipated savings, arising out of or in connection with this Agreement. However, this exclusion does not apply to any liability of a party under the indemnities in clause 11. Each party’s total aggregate liability under or in connection with this Agreement is limited to the Fees paid or payable by the Client in the 12-month period immediately preceding the event giving rise to the claim. Nothing in this Agreement limits or excludes: (a) liability that cannot be limited or excluded by law; (b) liability under the indemnities in clause 11; or (c) liability arising from a party’s fraud or wilful misconduct. Each party must use commercially reasonable efforts to mitigate any loss or damage it incurs under or in connection with this Agreement. A party’s liability is reduced to the extent it is caused or contributed to by the other party or its personnel.
11. Indemnities
Affinda Indemnity. Affinda will indemnify the Client against any third-party claim that the Client’s use of the Software in accordance with this Agreement infringes that third party’s intellectual property rights, provided the Client: (a) notifies Affinda promptly; (b) gives Affinda sole control of the defence and settlement; and (c) provides reasonable assistance at Affinda’s cost. Affinda’s obligation under this clause will not apply to the extent a claim arises from: (a) the Client’s modification of the Software; (b) the Client’s combination of the Software with items not supplied by Affinda; (c) use of the Software other than in accordance with this Agreement; or (d) the Client’s failure to implement any update made available by Affinda. If a claim is made or is likely, Affinda may, at its option: (a) procure for the Client the right to continue using the Software; (b) modify or replace the Software to make it non-infringing; or (c) if neither (a) nor (b) is commercially reasonable, terminate this Agreement and refund prepaid Fees for the unexpired portion of the Term.
Client Indemnity. The Client will indemnify Affinda against any third-party claim arising from or relating to: (a) Client Data; and (b) the Client’s use of the Software or Content, including any decisions, actions, or omissions by the Client based on or informed by outputs of the Software.
The indemnities in this clause 11 are each party’s sole and exclusive remedy in respect of the subject matter they cover. Any amount claimed pursuant to this clause 11 shall be reduced proportionally to the extent any loss, damage, liability, claim, or expense is directly caused by the breach, fraud, or negligence of the claiming party or its personnel.
12. Term and Termination
This Agreement commences on the date specified in the Order Form and continues for the Initial Term. Unless a party gives written notice of non-renewal at least 30 days before expiry of the then-current term, the Agreement will renew for successive 12-month periods on the same terms. Either party may terminate this Agreement for convenience by giving at least 30 days’ prior written notice, effective at the end of the then-current billing period. Either party may also terminate this Agreement immediately by written notice if the other party: (a) commits a material breach and fails to remedy it within 20 business days of receiving written notice of the breach; or (b) becomes insolvent or enters into administration, liquidation, or any analogous proceeding. On termination or expiry: (a) all licences granted under this Agreement cease immediately and the Client must stop using the Software, API, and Content; (b) each party will return or destroy the other party’s Confidential Information in accordance with clause 6; (c) Affinda will make Client Data available for export for 30 days following the effective date of termination, after which Affinda may delete it; and (d) any Fees owing for access provided up to the date of termination remain due and payable. Clauses 3, 5, 6, 7, 10, 11, and 13 survive termination or expiry of this Agreement.
13. General
Notices. All notices under this Agreement must be in writing and sent to the address or email specified in the Order Form. A notice sent by email is effective when sent (unless the sender receives a delivery failure notification). A notice sent by post is effective 3 business days after posting (7 days if international).
Assignment. Neither party may assign this Agreement without the other party’s prior written consent, except that either party may assign to a Related Body Corporate or in connection with a merger, acquisition, or sale of substantially all of its assets, on written notice to the other party.
Publicity. Neither party will use the other party’s name, logo, or trademarks without prior written consent, except that Affinda may identify the Client as a customer on its website and in marketing materials unless the Client notifies Affinda otherwise.
Insurance. During the Term and for 12 months after its expiry or termination, Affinda will maintain, at its own cost, insurance policies with reputable insurers that are reasonable and customary for a business of its nature and size, including professional indemnity, cyber liability, and public and products liability coverage.
Dispute Resolution. If a dispute arises, either party may give written notice to the other setting out the details of the dispute. The parties’ nominated representatives will attempt to resolve the dispute within 10 business days. If not resolved, it will be escalated to senior management of each party for a further 10 business days. If the dispute remains unresolved, either party may commence court proceedings.
Variation. This Agreement may only be varied by written agreement signed by both parties.
Entire Agreement. This Agreement constitutes the entire agreement between the parties on its subject matter and supersedes all prior agreements, representations, and understandings.
Severability. If any provision of this Agreement is unenforceable, it will be severed without affecting the remaining provisions.
Governing Law. This Agreement is governed by the laws of Victoria, Australia. Each party submits to the non-exclusive jurisdiction of the courts of that state.
Changes to Terms. Affinda may update these Terms from time to time. Affinda will give the Client at least 30 days’ prior written notice of any material changes. If the Client does not agree with the changes, the Client may terminate this Agreement by written notice before the changes take effect, in which case the existing Terms will continue to apply for the remainder of the then-current billing period. Continued use of the Software and API after the changes take effect constitutes acceptance of the updated Terms. For the avoidance of doubt, any changes to an Order Form require written agreement signed by both parties.
No Partnership. Nothing in this Agreement creates a partnership, agency, or employment relationship between the parties.
Counterparts. This Agreement may be executed in counterparts, including by electronic signature.
14. Definitions
Agreement has the meaning given in the preamble.
API means the application programming interface through which the Client accesses the Software.
Applicable Privacy Laws means all privacy and data protection laws that apply to the processing of Personal Data under this Agreement, including (where applicable) the Privacy Act 1988 (Cth) and the GDPR.
Client Data means all data inputted into the Software or API by the Client or its Users, or otherwise provided by the Client to Affinda in connection with this Agreement.
Confidential Information means all non-public information disclosed by one party to the other in connection with this Agreement, whether in writing, orally, or by any other means. The terms of this Agreement are Confidential Information of both parties.
Content means the data and outputs generated from Client Data and made available through the Software and API.
Documentation means Affinda’s published user guides, technical documentation, and API reference materials for the Software, as updated from time to time.
Fees means the fees specified in the applicable Order Form.
GDPR means Regulation (EU) 2016/679 (General Data Protection Regulation).
Initial Term means the initial term specified in the Order Form.
Order Form means a signed order form that references these Terms.
Permitted Purpose means the purpose specified in the Order Form.
Personal Data means Client Data to the extent it contains personal information or personally identifiable information as defined under Applicable Privacy Laws.
Related Body Corporate has the meaning given to it in the Corporations Act 2001 (Cth).
Software means the Affinda software platform made available to the Client under this Agreement, including any updates provided by Affinda during the Term.
Support Services Schedule means the schedule specifying service levels, priority levels, response times, and any service credits, as referenced in the applicable Order Form.
Term means the Initial Term and any renewal periods under clause 12.
Update means any new version, release, patch, bug fix, upgrade, or other modification of the Software provided by Affinda during the Term. If Affinda makes an Update available to the Client, this Agreement applies to that Update.
Usage Limits means the usage limits specified in the Order Form.
User means the Client’s employees, contractors, and agents who are authorised by the Client to access and use the Software.