SERVICES AGREEMENT 

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

“Agreement” means this agreement including any schedules.

“Authorised Users” means the Client's employees and contractors who are permitted to access the Service under this Agreement, subject to the concurrent user limit specified in clause 3.3.

“Business Day” means a day that is not a Saturday, Sunday or public holiday in Victoria.

“Client Data” means any data, documents or materials uploaded to or processed through the Service by or on behalf of the Client.

“Confidential Information” means all information disclosed by either party in connection with this Agreement that is confidential by its nature or is designated as confidential but excludes information that becomes public knowledge other than by breach of this Agreement.

“Fees” means the fees specified in clause 4.1.

“Provider” means Nomino Pty Ltd.

“Service” means the Provider's document processing platform described in clause 2.

“Storage Service” means the third-party cloud storage service nominated by the Client for storage of processed documents.

“Term” means the period from the start of the Client's subscription until termination of this Agreement.

1.2 Interpretation

In this Agreement headings are for convenience only; singular includes plural and vice versa; references to a party include its successors and permitted assigns; "including" and similar expressions are not words of limitation; and no rule of construction applies to disadvantage a party because they prepared this Agreement or any part of it.

2. SERVICE DESCRIPTION

2.1 Service Provision

The Provider will provide the Client access to the Service in accordance with this Agreement. The Service provides document processing capabilities, including automated document collection, analysis, and naming using artificial intelligence and optical character recognition technology.

2.2 Subscription Tiers

The Service is available in three tiers:

• (a) Essentials: includes Nomino Filesense, file converter, compressor and merger tool, and Nomino FileFlow;
• (b) Premium: includes all Essentials features plus Nomino Doculink, Nomino AI Bot and automated NCCP checklist;
• (c) Professional: includes all Premium features plus Nomino PaySync, Nomino TrueScore and Nomino Doculink (white label).

2.3 Platform Access

The Provider grants the Client a non-exclusive, non-transferable right to access and use the Platform during the Term. This right is limited to the Client's internal business purposes and subject to the terms of this Agreement.

2.4 Document Processing

The Service provides two distinct functions. The document collection function enables the Client to request documents from their customers. These documents are stored on the Provider's servers to enable Client access through the Service portal. Documents may also be saved to the Client's nominated storage service upon request. The standalone file renaming function processes documents for automated naming purposes. The Service processes documents using artificial intelligence and optical character recognition technology.

2.5 Storage Integration

The Service integrates with supported storage services through secure authentication protocols. The Client may connect, disconnect or change their preferred storage service through the Service settings. The Provider does not collect or store the Client's storage service login credentials.

2.6 Storage Limitations

The Client acknowledges that:

• (a) if their cloud storage service is unavailable, the Service cannot save files to that location;
• (b) the Provider will notify the Client of any file saving errors;
• (c) the Client is responsible for ensuring sufficient storage space in their cloud storage service; and
• (d) the Client may download their files from the Service portal as a zip file.

2.7 Service Modifications

The Provider may modify the Service from time to time to improve functionality or comply with laws, providing reasonable notice of material changes. Such modifications will not materially reduce core Service functionality during the Term.

2.8 Service Availability

The Provider will make the Service available as specified in Section 8 (Service Levels), except for planned maintenance with reasonable advance notice, emergency maintenance when required, force majeure events, or Storage Service or Third-Party AI Service unavailability.

3. SUBSCRIPTION AND ACCESS

3.1 Trial Period

The Provider offers a 7-day free trial of the Service where the Client can trial the Professional tier. If the Client does not provide valid payment details during the trial period, access to the Service will be suspended at the end of the trial. The trial is limited to 500 document uploads.

3.2 Subscription Terms

The Client's subscription commences when payment details are provided, and the first payment is processed. Subscriptions are billed monthly on the signup date. Each subscription tier includes a document upload allowance as specified by the Provider. The Provider will give reasonable notice of any changes to upload allowances.

3.3 User Access

Each subscription allows a maximum of two concurrent user logins at any time. The Client must not share login credentials or allow multiple users to access the Service through a single account. The Client is responsible for all activity occurring under their account.

3.4 Access Credentials

The Client must:

• (a) maintain the security of their access credentials;
• (b) ensure users do not share login details;
• (c) immediately notify the Provider of any unauthorised access; and
• (d) ensure all users comply with this Agreement.

3.5 Account Types

The Service currently supports individual accounts only.

3.6 Technical Access

The Service is accessible through any device with a modern web browser and suitable internet connectivity. The Client must ensure they maintain appropriate technical requirements to access the Service.

3.7 Acceptable Use

The Client must not:

• (a) share or resell access to the Service;
• (b) exceed the concurrent user login limit;
• (c) use the Service for any unlawful purpose;
• (d) attempt to disrupt or compromise the Service;
• (e) upload any harmful content or malware;
• (f) engage in spamming or send unsolicited communications;
• (g) interfere with other users' access to the Service;
• (h) attempt to bypass any Service limitations or security measures; or
• (i) use automated means to access the Service.

The Provider may suspend or terminate access if the Client breaches these requirements.

4. FEES AND PAYMENT

4.1 Subscription Fees

The Provider offers several subscription tiers with features and pricing as specified on the Provider's website or as notified to the Client. The Client must pay the fees for their selected subscription tier. All fees are in Australian Dollars and exclude GST.

4.2 Trial Period

The Provider offers a 7-day free trial. The Client's subscription and payment obligations begin after the trial period if the Client provides payment details. If no payment details are provided, access will be suspended at the end of the trial period.

4.3 Payment Terms

The Provider charges subscription fees monthly in advance through Stripe payment processing. Payment is due on the Client's monthly subscription renewal date. The Client must maintain valid payment information for processing.

4.4 Invoicing

The Provider will send receipts and invoices for payments via email to the Client's nominated email address.

4.5 Late Payment

If payment fails, the Provider will notify the Client and may suspend access to the Service if payment remains outstanding. The Provider will restore access promptly once payment is received.

4.6 Fee Changes

The Provider may change the fees by giving at least 30 days' notice before the change takes effect. The Client may terminate this Agreement before the fee changes take effect.

4.7 Refunds

Fees are non-refundable except where required by law. The Provider may issue service credits for service interruptions at its discretion.

5. CLIENT OBLIGATIONS

5.1 General Obligations

The Client must use the Service in accordance with this Agreement and ensure all users comply with these terms. The Client must maintain accurate account information and promptly report any service issues to the Provider.

5.2 Document Quality

The Client must ensure documents uploaded to the Service are of reasonable quality to enable proper processing. Documents must be in supported formats, be free from malware or harmful content, and must be legally owned or licensed by the Client.

5.3 Storage Management

The Client must maintain valid access to their chosen Storage Service and ensure sufficient storage space for their needs. The Client is responsible for properly configuring Storage Service permissions and managing their stored documents.

5.4 Account Security

The Client is responsible for maintaining the security of access credentials and ensuring no more than two concurrent users access the Service. The Client must prevent unauthorised access to their account and promptly report any security concerns to the Provider.

6. DATA AND SECURITY

6.1 Data Processing

The Provider processes Client data solely to provide the Service. This includes document analysis, automated naming and storage integration. The Provider uses industry-standard security measures to protect Client data during processing and transmission.

6.2 Storage Integration

The Provider uses secure authentication methods for Storage Service integration. This allows the Provider to access the Client's Storage Service without collecting or storing login credentials. The Client remains responsible for the security of their Storage Service account.

6.3 Temporary Storage

The Provider maintains temporary storage of documents during processing. The Provider will notify the Client of any errors in saving documents to their Storage Service. The Client may download their documents from the Service portal at any time.

6.4 Data Access

The Provider limits access to Client data to authorised personnel who require it to provide the Service. The Provider monitors access to detect and prevent unauthorised use.

6.5 Data Security

The Provider implements appropriate technical and organisational security measures to protect Client data. However, the Client acknowledges that no data transmission over the internet is completely secure. The Client is responsible for ensuring their access credentials remain secure.

6.6 Third Party Services

The Provider ensures appropriate security controls are in place for integrated third-party services, including Storage Services and AI Processing services. However, these services are subject to their own security terms and conditions.

7. AI PROCESSING AND AUTOMATED FEATURES

7.1 AI Processing Service

The Service uses artificial intelligence and machine learning technology to process, analyse, and rename documents. This includes optical character recognition for text extraction and language processing for document analysis. The Provider maintains appropriate integration with these AI services to ensure reliable processing.

7.2 Processing Limitations

AI Processing is provided on an as-is basis and is inherently probabilistic in nature. The accuracy and reliability of processing depends on various factors including document quality, format, and content. The Client acknowledges that automated processing depends on various factors including document quality, format and content. Processing results may require human review and verification. The Provider does not guarantee error-free processing results.

7.3 Third Party AI Services

The Client acknowledges that the Service relies on third-party artificial intelligence and optical character recognition services not under the Provider's direct control. The Provider is not responsible for any limitations or changes in these third-party services.

7.4 Processing Results

The Client retains ownership of all processed documents and derived outputs. The Provider makes no claim to processed documents while maintaining intellectual property rights in the processing methods and technology. Processing results may be used to improve Service functionality in an anonymised manner.

7.5 Quality Assurance

The Provider implements quality control measures for AI Processing but cannot guarantee error-free results. The Client should review processed documents and notify the Provider of any significant processing errors. The Provider will make reasonable efforts to correct identified issues.

7.6 Service Improvements

The Provider may update or modify AI Processing features to improve accuracy and functionality. These improvements will be implemented in a manner that maintains service stability and preserves existing processing capabilities.

8. SERVICE LEVELS

8.1 Service Availability

The Provider will use reasonable efforts to make the Service available continuously. The Service depends on third-party services including artificial intelligence providers and cloud storage services. The Provider is not responsible for any unavailability caused by these third-party services.

8.2 Maintenance

The Provider will conduct scheduled maintenance between 11:00 PM Saturday and 4:00 AM Sunday (AEST) where possible. The Provider will give 7 days' notice of scheduled maintenance via email and the dashboard.

8.3 Support Hours

The Provider offers support between 6:00 AM and 12:00 AM (AEST), seven days a week. Support is available through the AI Chat Bot or support ticket system in the Service portal.

8.4 Response Times

The Provider will respond to support requests within 24 hours. While the Provider will work to resolve technical issues promptly, resolution times may vary depending on the nature of the issue.

8.5 Service Credits

The Provider may offer service credits for significant service interruptions. Any service credits will be applied at the Provider's discretion based on the nature and duration of the interruption.

9. CONFIDENTIALITY

9.1 Confidential Information

Each party acknowledges that it may receive confidential information from the other party during the Term. Confidential Information includes business, technical, financial or customer information disclosed in connection with this Agreement.

9.2 Protection

Each party must keep the other party's Confidential Information confidential and only use it to perform its obligations under this Agreement. Each party must take reasonable steps to prevent unauthorised disclosure or use of Confidential Information.

9.3 Permitted Disclosures

A party may disclose Confidential Information:

• (a) to employees and advisers who need to know it and agree to keep it confidential;
• (b) if required by law or a government agency; or
• (c) with the other party's written consent.

9.4 Exceptions

These obligations do not apply to information that:

• (a) becomes public knowledge through no fault of the receiving party;
• (b) was known to the receiving party before disclosure by the other party; or
• (c) is independently developed by the receiving party.

9.5 Post-Termination

• (a) each party must cease using the other party's Confidential Information; and
• (b) the Provider will handle Client data in accordance with Section 15 (Term and Termination).

10. INTELLECTUAL PROPERTY

10.1 Provider IP

The Provider owns all intellectual property rights in the Service, including its software, processes, algorithms and documentation. Nothing in this Agreement transfers any rights in the Service to the Client.

10.2 Client Documents

The Client retains all intellectual property rights in documents uploaded to the Service. The Client grants the Provider a licence to:

• (a) process, analyse, store and transmit these documents to provide the Service; and
• (b) use anonymised data derived from these documents to maintain and improve the Service's functionality.

10.3 Processing Outputs and AI-Generated Content

The Client owns:

• (a) all processed versions of their uploaded documents;
• (b) document names and classifications generated by the Service;
• (c) metadata and analysis results from processing; and
• (d) any other outputs generated by AI processing of the Client's documents.

The Provider owns all rights in:

• (a) the AI technology and processing methods;
• (b) algorithms and models used by the Service; and
• (c) improvements to these systems, regardless of how they are derived.

10.4 Restrictions

• (a) modify or reverse engineer the Service;
• (b) remove any copyright notices from the Service; or
• (c) use the Service to develop a competing product.

10.5 Feedback

If the Client provides feedback about the Service, the Provider may use this feedback to improve the Service without restriction or payment.

10.6 Third Party Services

The Client acknowledges that the Service uses third-party artificial intelligence and optical character recognition services. Nothing in this Agreement grants the Client any rights in these third-party services.

11. WARRANTIES

11.1 Third Party Services

The Client acknowledges that the Service relies on third-party services including artificial intelligence and optical character recognition services. The Provider does not warrant the accuracy, availability or continued operation of these services.

11.2 Document Processing

The Provider does not warrant that document processing will be error-free or meet the Client's requirements. The Client acknowledges that processing quality depends on document quality and format.

11.3 Client Warranties

The Client warrants that:

• (a) it has the right to upload documents to the Service; and
• (b) its use of the Service will comply with this Agreement and applicable laws.

11.4 Disclaimer

Except as expressly stated in this Agreement, the Service is provided "as is" and the Provider disclaims all other warranties. The Provider does not warrant that: (i) the Service will be uninterrupted or error-free; (ii) processing results will meet the Client's requirements; or (iii) the Service will not infringe any third-party intellectual property rights. The Client acknowledges these disclaimers and agrees to use the Service at their own risk.

12. REGULATORY COMPLIANCE

12.1 Technology Service Provider

The Provider supplies the Service as a technology service provider only. The Provider does not provide financial services, mortgage broking, credit or other regulated services, and does not handle client funds or provide financial advice.

12.2 Client's Regulatory Obligations

The Client is solely responsible for complying with all laws, regulations and regulatory requirements applicable to its business and use of the Service. This includes the National Consumer Credit Protection Act, ASIC regulatory requirements, privacy laws and any applicable licensing requirements. The Client must ensure its use of the Service complies with its regulatory obligations and must not use the Service in any way that would require the Provider to hold any financial services licence or other regulatory authorisation.

12.3 Document Checklist Tools

The NCCP Checklist is provided as a document tracking tool only. This feature identifies commonly required document types and tracks which documents have been received through the Service. The Client acknowledges that the checklist does not assess document content or compliance. The Service cannot verify whether documents meet regulatory requirements. The Client remains solely responsible for reviewing all documents and ensuring they are properly executed and compliant with applicable laws and regulations. The Provider accepts no responsibility or liability for any regulatory non-compliance, or any action taken against the Client in reliance on the checklist feature.

12.4 Document Handling Requirements

The Client remains responsible for all regulatory obligations regarding document collection, storage and management. The Client must ensure its use of the Service meets any regulatory requirements for document handling in its industry. The Provider makes no representation about the suitability of the Service for meeting specific regulatory requirements, and the Client acknowledges it has made its own assessment of whether the Service meets its regulatory needs.

12.5 No Regulatory Endorsement

The Client must not represent to any person that the Provider is involved in providing financial services, has approved or endorsed any financial service or product, or that the Service is designed to ensure regulatory compliance.

13. LIMITATION OF LIABILITY

13.1 Consumer Law

Nothing in this Agreement excludes, restricts or modifies any right or remedy, or any guarantee, warranty or other term or condition, implied or imposed by any law that cannot be lawfully excluded or limited, including under the Australian Consumer Law.

13.2 Limitation

To the extent permitted by law, the Provider's total aggregate liability for any loss or damage, however caused (including by negligence), suffered by the Client in connection with this Agreement is limited to the amount paid by the Client to the Provider in the 12 months preceding the event giving rise to the liability.

13.3 Exclusion

To the extent permitted by law, the Provider is not liable for any loss of profits, revenue, business, opportunity or goodwill, failure or delay in processing any documents, loss, corruption or unauthorised access to data, claims by any third party, or any indirect, special, punitive or consequential loss, however caused and whether arising under contract, tort (including negligence), statute or otherwise.

14. INDEMNIFICATION

14.1 Client Indemnity

The Client indemnifies the Provider against all losses, damages, costs and expenses (including reasonable legal costs) incurred by the Provider arising from or in connection with the Client's use of the Service; the Client's documents or data; any breach of this Agreement by the Client; or any third-party claim relating to the Client's use of the Service.

14.2 Conduct of Claims

If any claim is made against the Provider which may give rise to an indemnity, the Provider must notify the Client as soon as reasonably practicable, allow the Client to conduct the defence of the claim, and provide reasonable assistance with the claim at the Client's cost.

15. TERM AND TERMINATION

15.1 Term

This Agreement commences on the date the Client creates their account and continues until terminated in accordance with this Agreement. The initial subscription term is monthly and will automatically renew for successive monthly periods unless terminated by either party.

15.2 Termination by Client

The Client may terminate this Agreement at any time by cancelling their subscription through the billing portal. Termination will take effect at the end of the current billing period. No refunds will be provided for partial period cancellations.

15.3 Suspension

The Provider may suspend the Client's access to the Service immediately if payment fails or remains outstanding, the Client exceeds the concurrent user limit, the Client breaches this Agreement, or suspension is needed to protect the Service or other users.

15.4 Termination by Provider

The Provider may terminate this Agreement immediately if the Client fails to pay fees when due, exceeds or attempts to circumvent the concurrent user limit, shares access credentials or allows unauthorised access to the Service. The Provider may also terminate immediately for any other material breach of this Agreement, or if the Client fails to remedy any breach within 14 days of being asked to do so.

15.5 Effect of Termination

On termination of this Agreement, the Client's access to the Service will cease, all outstanding fees become immediately payable, the Client must stop using the Service, and each party must comply with Section 9 regarding Confidential Information.

15.6 Data Retention

Following termination, the Provider will maintain the Client's access to downloaded documents for 30 days and permanently delete all Client data after this period.

15.7 Survival

Provisions relating to payment obligations, confidentiality, intellectual property, liability, indemnification, and any other provisions which by their nature should survive, will survive termination of this Agreement.

16. FORCE MAJEURE

16.1 Force Majeure Events

Neither party is liable for any delay or failure to perform its obligations under this Agreement to the extent caused by circumstances beyond its reasonable control. This includes internet service provider failures, denial of service attacks, power failures, acts of God, pandemic, war, terrorism, and labour disputes. The affected party must notify the other party promptly of any such event and use reasonable efforts to minimize the delay or failure.

16.2 Extended Delay

If a force majeure event continues for more than 30 days, either party may terminate this Agreement by giving notice to the other party.

17. DISPUTE RESOLUTION

17.1 Initial Resolution

The parties must attempt to resolve any dispute relating to this Agreement through good faith discussions between their respective senior representatives before starting legal proceedings, except where urgent interlocutory relief is required.

17.2 Mediation

If the parties cannot resolve a dispute through discussions within 14 days, either party may refer the dispute to mediation. The mediator will be appointed by agreement of the parties, or failing agreement, by the Chair of the Resolution Institute (or their nominee). Each party must share the mediation costs equally.

17.3 Legal Proceedings

Nothing in this clause prevents either party from seeking urgent injunctive or other interlocutory relief.

18. GENERAL PROVISIONS

18.1 Notices

Any notice under this Agreement must be in writing and may be given by:

For notices to the Provider:
support@nomino.ai
Post to the Provider's registered office
Through the Provider's support ticket system

For notices to the Client:
Email to the Client's registered account email address
Through the Client's account dashboard
Post to the Client's address registered in their account

18.2 Receipt

A notice is deemed received:

• (a) If sent by email, when the email leaves the sender's system, unless the sender receives an error message
• (b) If posted on the account dashboard, when the notification appears on the dashboard
• (c) If sent by post, three business days after posting

18.3 Assignment

The Provider may assign, transfer, or novate this Agreement or any rights or obligations under it without the Client’s consent. The Client may not assign, transfer, or novate this Agreement or any rights or obligations under it without the Provider’s prior written consent, which shall not be unreasonably withheld.

18.4 Severability

If any provision of this Agreement is invalid or unenforceable, that provision shall be severed from this Agreement and the remaining provisions shall continue in full force and effect.

18.5 Entire Agreement

This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or contemporaneous agreements, understandings and communications, whether written or oral. Any modifications must be in writing and signed by both parties, except for changes to the Service made in accordance with this Agreement.

18.6 Relationship

Nothing in this Agreement creates any agency, partnership, joint venture, or employment relationship between the parties. Neither party has authority to bind the other in any way.

18.7 No Waiver

No failure or delay by either party to exercise any right under this Agreement will constitute a waiver of that right. No waiver of any breach will be deemed a waiver of any subsequent breach.

18.8 Governing Law

This Agreement is governed by the laws of Victoria, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of Victoria and courts competent to hear appeals from those courts.

19. ACCEPTANCE

19.1 Formation

This Agreement is formed when the Client creates an account and accepts these terms by clicking "I Accept" or similar button during the registration process.

19.2 Authority

The person accepting this Agreement on behalf of the Client warrants that they have authority to bind the Client to this Agreement.

19.3 Electronic Acceptance

The Client acknowledges and agrees that clicking "I Accept" or similar button constitutes electronic acceptance of this Agreement for the purposes of the Electronic Transactions Act 1999 (Cth) and equivalent State legislation.

19.4 Binding Agreement

The Client acknowledges that by clicking "I Accept" they have read and understood this Agreement; they intend to be legally bound by this Agreement; and a binding agreement is formed between the Client and the Provider.