Services Agreement
Service Order Form
Item 1 — Licensee Details
Item 2 — Licensor Details
Item 3 — Commencement Date
Item 4 — Subscription
Item 5 — Payment Terms
Background
- This Agreement is between Futuris Pty Ltd ABN 26 652 631 484 (“Licensor”, “Futuris”, “We”, “Us”, “Our”) and you (“Licensee”, “You”, “Your”).
- The Software referred to herein is a Software-as-a-Service product specifically developed for B2B marketing and sales teams. It enables commercial intelligence generation, account-based marketing (ABM) asset creation, buyer persona development, competitive analysis, and sales enablement asset generation, powered in part by artificial intelligence.
- The Licensor agrees to provide use of the Software to the Licensee in consideration of the promises, covenants and agreements contained in this Agreement.
- The parties agree that the Agreement comprises: (1) this Schedule 1 – Services Order Form; (2) General Terms and Conditions set out below; and all documents attached or referred to above, read in that order of precedence.
Signing this Agreement
This Agreement is made on the date set out in Schedule 1 or, if not completed, the date the Licensee first accesses or uses the Software.
Executed by the Licensee and by Futuris Pty Ltd each by an authorised representative. A party may sign electronically and bind itself accordingly. This Agreement may be executed in counterparts.
Definitions
In this Agreement, unless the context otherwise requires:
Interpretation
In this Agreement, except where the context otherwise requires:
- ‘Person’ includes an individual, estate of an individual, body politic, corporation, statutory or other authority, association or joint venture, partnership and trust;
- ‘Includes’ is not a word of limitation;
- A reference to Legislative Requirements includes all amendments, re-enactments and replacements;
- Words denoting the singular include the plural and vice versa; words denoting individuals include bodies corporate; references to documents include those documents as changed, novated or replaced;
- If a word is defined, another part of speech or grammatical form of that word has a corresponding meaning;
- Reference to an amount of money is a reference to the lawful currency of the Commonwealth of Australia;
- If the day on or by which anything is to be done is a Saturday, Sunday or public holiday, it must be done on the next Business Day;
- Headings are provided for convenience and do not form part of this Agreement.
Terms
- The Term commences on the Commencement Date and continues until terminated in accordance with this Agreement.
- Each Order Form commences on the Services commencement date and ends on the Services end date, unless terminated earlier.
- Upon execution of this Agreement, all previous arrangements whether oral or otherwise are superseded.
- If there is a conflict between this Agreement and any other documents concerning the Services, the order of precedence is: (a) this Agreement; (b) the Order Form; (c) any other document expressly incorporated.
- This Agreement will automatically renew for a further Term at the end of the Term unless either party gives 30 days' notice of termination before the end of the Term.
- Nothing in these General Conditions creates an exclusive arrangement: the Licensor may provide similar services to other parties; the Licensee may acquire similar services from other parties.
Performance of the Services
- The Licensor will provide the Service to the Licensee on a non-exclusive basis in accordance with this Agreement. Log-on details will be provided to enable access.
- The Licensor will provide email support between 9am and 5:00pm AEST on Business Days for matters directly relating to the provision of the Service.
- Provision of the Service is subject to the terms and conditions of this Agreement.
- The Licensee must not, nor permit any other person to: copy, alter, modify, reverse assemble, reverse compile, or reverse engineer the Systems; permit or enable users other than Permitted Users to access or use the Service; provide the Service to any users through operation of a bureau or similar service; resell, rent, lease, transfer, sublicense or otherwise transfer rights to use the Service; use the Service in any way that could damage or interfere with the Systems; use the Service other than in the manner it is designed to be used; use the Service in any way that could interrupt, damage or otherwise interfere with use of the Service by any other Licensees; or do any act which would or might invalidate or be inconsistent with the Licensor's Intellectual Property rights.
- The Licensee must notify the Licensor of any actual, threatened or suspected infringement of any Intellectual Property right as soon as it comes to the Licensee's notice.
- The Licensee indemnifies the Licensor against any loss, costs, expenses, demands or liability arising out of a claim by a third party alleging infringement of that third party's Intellectual Property rights where such claim arises from: (a) use of the Service in a manner not reasonably contemplated or authorised by the Licensor; or (b) a breach by the Licensee of clause 4.4.
- The availability of the Service is dependent on factors outside the Licensor's control including telecommunications networks. The Licensor intends the Service to be available 24 hours a day, seven days a week, subject to planned maintenance (notified via the Website or email), emergency maintenance, and unplanned outages.
Licence and Service Details
5.1 Services
Subject to payment of all fees, the Licensee has the right to access and use the Software according to the terms of this Agreement.
5.2 Modifications to Services
The Licensor may permanently or temporarily disable features of the Services by reasonable notice to the Licensee. The Licensor may need to disable Services with minimal or no notice in the event of errors or security concerns.
5.3 Managing Use
The Licensee is responsible for managing use of the Services within its organisation and managing use of collaboration features with other licensees, utilising any control functions within the Software.
5.4 Conduct Affecting the Functioning of the Services
As a user of the Software the Licensee is prohibited from using any device, software, script or mechanism outside ordinary use of the Software that may affect its proper functioning, including:
- taking actions that place unreasonable or excessive loads on systems and servers;
- taking any action that degrades the operational performance of the services or the Software;
- infecting systems, servers or the site with any programming routines (such as viruses, worms, or time bombs) that may damage, interfere with, or intercept any system, data or personal information.
5.5 Reasonable Use
Your use of the Software is subject to the condition that You make reasonable use of it for the purpose of:
- generating commercial intelligence, competitive analysis, and market insights for B2B marketing and sales;
- creating account-based marketing (ABM) assets including buyer personas, battle cards, and nurture content;
- generating sales enablement assets including outreach sequences, talk tracks, and presentation materials;
- connecting CRM systems and meeting intelligence tools to inform and enrich the Software's outputs; or
- managing and collaborating on B2B marketing and sales campaigns within your organisation.
We may prohibit use We consider unreasonable, including if You violate this Agreement or any applicable laws; violate intellectual property rights; solicit personal information of other users; attempt to reverse engineer, scrape, or build competing services using the Software; or otherwise misuse the Services.
Intellectual Property and Privacy
6.1 Copyright
Uploading any Copyright Work into the Software will not alter ownership of copyright in that work. The Licensee warrants that it is entitled to upload, distribute or share any Copyright Work without infringing any third party's intellectual property rights. The Licensee grants the Licensor a licence to reproduce, distribute and amend its Copyright Works for the purposes of operating the Software (including back-ups, maintenance, testing, indexing and searching). This licence continues after this Agreement ends.
6.2 Analytical Use
You may not use or access the Software for purposes of monitoring its availability, performance or functionality, or for any benchmarking or competitive purposes.
6.3 Trademarks
The trade marks used on the Site are either trade marks of the Licensor or third-party trade marks which the Licensor has permission to use. Nothing in this Agreement gives the Licensee any right to use any trade mark displayed on the Site without express written permission.
6.4 Privacy
Our Privacy Policy sets out how We handle Your personal information. Please review it before using Our Services. The Licensee must comply with all applicable privacy laws including the Privacy Act 1988 (Cth) and the Spam Act 2003 (Cth). The Licensor may compile anonymised statistical information related to the use and performance of the Services.
6.5 User Details
The Licensee must provide accurate User Details and keep all passwords and account access credentials confidential. The Licensee is solely responsible for all activities that occur using its User Details. If the Licensee believes its account has been compromised, it must contact the Licensor immediately.
6.6 Publicity
The Licensor may identify You as a recipient of services and use Your name and corporate logo in sales presentations, marketing materials, and press releases.
6.7 Two-Factor Authentication
The Licensor requires use of two-factor authentication. The Licensee agrees to use two-factor authentication software and keep it up to date.
AI Services and Generated Output
7.1 Use of AI Services
The Software uses Third-Party AI Services, including large language model APIs (such as Anthropic's Claude), to generate intelligence, analysis, copy and other content. By using the Software, the Licensee acknowledges and agrees:
- AI-generated outputs are probabilistic and may contain errors, inaccuracies, or omissions. The Licensor makes no warranty as to the accuracy, completeness, or fitness for purpose of any Generated Output.
- Generated Output does not constitute professional advice (including legal, financial, marketing, strategic or investment advice) and should not be relied upon as such without independent verification.
- The Licensee is solely responsible for reviewing, verifying, and approving any Generated Output before use in any commercial, legal or operational context.
- Licensee Data or inputs may be transmitted to and processed by third-party AI providers in accordance with their respective terms and privacy policies.
- The Licensee is responsible for ensuring that any data submitted as input to AI Services complies with applicable laws and the terms of those AI providers.
7.2 Intellectual Property in Generated Output
Ownership of Generated Output produced using the Licensee's inputs rests with the Licensee, subject to any rights retained by Third-Party AI Service providers. The Licensor does not claim ownership of Generated Output produced for the Licensee.
The Licensor retains ownership of all underlying prompts, system instructions, workflow logic, JTBD architecture, and platform infrastructure used to produce Generated Output. No right, title or interest in the Licensor's platform IP is transferred to the Licensee.
The Licensor makes no warranty that any Generated Output is original, unique, or free from similarity to output generated for other users. Similar inputs may produce similar or identical outputs for different Licensees. The Licensor accepts no liability arising from any such similarity.
The Licensee is solely responsible for conducting any IP clearance, legal review or originality assessment before using Generated Output in any commercial, public or legal context.
7.3 AI Service Provider Terms
Use of AI Services within the Software is also subject to the terms and policies of the relevant AI Service providers (including Anthropic). The Licensor will endeavour to notify Licensees of material changes to AI Service providers but is not liable for changes made by those providers.
Connected Services and CRM Integration
8.1 Authorisation
The Licensee may connect third-party platforms to the Software, including CRM systems (such as HubSpot), meeting intelligence and transcription tools (such as Gong, Zoom, and Fireflies.ai), and other data sources. By connecting a third-party platform, the Licensee warrants it has the authority and all necessary rights to connect that platform and share the relevant data with the Software, and authorises the Licensor to access, retrieve, and process data from those Connected Services for the purposes of providing the Services.
8.2 Licensee Responsibility for Connected Services
The Licensee is solely responsible for ensuring that its use of Connected Services complies with the terms of those third-party platforms; obtaining all necessary consents from individuals whose data may be accessed or processed through Connected Services (including meeting participants); and ensuring compliance with applicable privacy laws.
8.3 Meeting Intelligence and Transcript Data
Where the Licensee connects meeting intelligence tools, the Licensee acknowledges that meeting transcript data and participant details will be transmitted to and processed within the Software; it is the Licensee's responsibility to ensure all meeting participants have consented to such recording, processing, and use; and the Licensor is not responsible for any failure by the Licensee to obtain the requisite consents.
8.4 Data Storage of Connected Service Data
Data retrieved from Connected Services will be stored within the Software's infrastructure for the purpose of providing the Services. The Licensor will implement reasonable security measures. On termination, Connected Service data will be handled in accordance with clause 15.
8.5 Third-Party Platform Liability
The Licensor accepts no liability for the availability, accuracy, or performance of any Connected Service; changes to third-party APIs that affect the Software's functionality; or any data loss, breach or non-compliance arising from the Licensee's use of a Connected Service.
Payment
9.1 Fees and Payment
The Licensor will invoice the Licensee monthly in advance for the Subscription Fee of $99.00 AUD per month (GST exclusive). Invoices are payable by direct bank transfer to the Licensor's nominated account within 30 days of the invoice date.
All fees, when paid, are non-refundable. Where the Licensee terminates this Agreement, all amounts outstanding at the date of termination remain due and payable, including fees for the current billing period. No pro-rated refund or credit will be issued for any unused portion of a billing period.
The Licensor may vary fees for any further Term by giving the Licensee at least 30 days' notice prior to any increase taking effect.
9.2 Taxes
All amounts payable by the Licensee exclude all applicable sales taxes and GST. The Licensee is responsible for payment of all such taxes. Fees are exclusive of GST unless expressly stated otherwise.
9.3 Your Obligations
It is Your responsibility to ensure payment is made by the due date. You must promptly notify the Licensor of any change to Your payment or billing details.
9.4 Consequences of Non-Payment or Insolvency
If the Licensee does not pay any amount payable, or is subject to an Insolvency Event, the Licensor may: (a) charge interest on all overdue amounts at the Interest Rate, calculated daily from the due date; (b) require the Licensee to pay all costs incurred in recovering the outstanding amount; and (c) suspend the Licensee's right to use the Service until all outstanding amounts are paid in full.
Assignment
The Licensee must not assign or otherwise deal with any rights or obligations under this Agreement without the Licensor's prior written consent, which may be withheld in the Licensor's sole discretion.
The Licensor may assign or deal with any of its rights or obligations under this Agreement at any time and without notice. The Licensor may sell, transfer or assign its rights in this Agreement to any party without the Licensee's consent.
Third-Party Software
Unless otherwise indicated, software downloads available via links from the Software are third-party products and may be subject to a separate licence agreement. It is Your responsibility to familiarise yourself and comply with any applicable third-party terms.
The Software integrates with and relies upon Third-Party Software, including AI Services (such as Anthropic's Claude API), data enrichment services (such as Firecrawl and Tavily), and other infrastructure. These providers operate under their own terms of service and privacy policies. The Licensor will endeavour to maintain integrations with reputable providers but is not liable for changes to, degradation of, or discontinuation of any Third-Party Software.
To the extent permitted by law, the Licensor accepts no liability in respect of Third-Party Software and provides no warranty and no endorsement in respect of such products.
Termination
- Either party may terminate this Agreement immediately if the other party: (a) breaches any obligation and fails to remedy the breach within 10 Business Days of receiving notice; or (b) becomes insolvent, goes into liquidation, has a receiver appointed, ceases to carry on business, or makes any arrangement with creditors.
- The Licensee may terminate this Agreement immediately and at any time by ceasing all use of the Service or by notifying the Licensor in writing of its intention to terminate. No notice period is required.
- On termination of the Agreement: (a) all amounts due to the Licensor, including fees for the current billing period in full, become immediately due and payable; (b) there is no pro-rated refund or discount for any unused portion of a billing period; (c) the Licensor will cease to provide the Service and the Licensee will cease to have any entitlement to use it; (d) provisions intended to survive termination remain in full force.
Indemnity
To the extent permitted by law, the Licensee indemnifies the Indemnified Parties against any Claim or Loss arising from: (a) negligent, wilful, or fraudulent acts or omissions by the Licensee or its officers, directors, employees, agents, or contractors in using the Services; (b) any Claim from any third party in respect of any material the Licensee uploads or provides to Us; (c) any breach by the Licensee of its obligations regarding Connected Services or AI Service inputs under clauses 7 and 8.
The Licensee's liability to indemnify will be reduced to the extent that any act of the Indemnified Parties contributed to the relevant Loss or Claim. Neither party is or will be liable to the other party for any Consequential Loss suffered or incurred.
Service of Notices
A notice or other communication must be served by hand, mail, or email at the address or email address set out in Items 1 and 2, or at the last notified address. A document is served: by mail, 3 Business Days after posting; by email, when it becomes capable of being retrieved by the addressee. Notices served after 5pm on a Business Day or on a weekend or public holiday are deemed served on the next Business Day.
Data
The Licensee warrants that it has the right and authority to deal with the Data in the manner contemplated by this Agreement. Nothing in this Agreement transfers ownership of the Data to the Licensor.
All Data is available to the Licensee: (a) for the term of the Agreement, by logging into the Website; (b) on request to the Licensor at any time during the term and for one month following expiration or termination.
Law and Approvals
Both parties must comply with all legislative requirements and approvals in relation to their obligations under this Agreement.
Warranties
Each party warrants to the other that it has authority to enter into and perform its obligations under this Agreement.
The Licensee represents and warrants that all information provided, uploaded, or entered into the Software: (a) will be complete, current and accurate and not misleading; and (b) will not infringe the Intellectual Property rights of any person.
Limitation of Liability
To the fullest extent permitted by law, the Licensor will not be liable for any loss, injury, claim, liability, or damage of any kind resulting from: Your use of the Services; any Generated Output; any content or opinions appearing through the Services; any Third-Party Software or Connected Services. The Licensor will not be liable for any special, direct, indirect, incidental, punitive, or consequential damages, lost profits, lost revenue, lost business opportunities, or loss of data.
The Licensor has no liability for: (a) failure by the Licensee to comply with any applicable law; (b) any acts or omissions arising from equipment, data, or services supplied by the Licensee or any third party; (c) a Force Majeure event; or (d) the accuracy, completeness or fitness for purpose of any AI-generated output.
Consumer Guarantees
The Licensee acknowledges that where it is acquiring the Services for the purposes of a business, to the extent permitted by the relevant legislation, any statutory consumer guarantees or legislation intended to apply to non-business consumers only will not apply.
Waiver and Severability
No failure to exercise or delay in exercising any right under this Agreement constitutes a waiver. Waiver must be in writing and is only effective to the extent set out in that written waiver.
If anything in this Agreement is unenforceable, illegal or void then it is severed and the rest of this Agreement remains in force.
Disclaimer
The Licensor does not warrant the accuracy, adequacy or completeness of information in the Software. The Licensor does not accept responsibility for loss suffered as a result of reliance upon the accuracy or currency of information in the Software.
Except to the extent any loss or damage is caused by wilful negligence, fraud or criminal conduct of the Licensor, the Licensor does not accept liability for: (a) any loss or damage however caused in connection with the use of the Software; (b) loss arising out of use of or reliance on information accessed through the Software; (c) loss or corruption of data; (d) damage to computer equipment; or (e) any interruptions or errors in access to the Software.
Data transmissions over the internet cannot be guaranteed to be totally secure. Any information transmitted to the Licensor is transmitted at the Licensee's own risk.
Confidentiality
The parties must treat this Agreement as confidential and all other information which, by its nature, is confidential or which the parties ought reasonably to know is confidential.
The obligation of confidentiality does not apply to the extent: (a) the information is in the public domain other than as a result of a breach of this Agreement; (b) disclosure is required by law; (c) disclosure is necessary to procure goods or services in connection with the Services and the recipient is subject to a corresponding obligation of confidentiality; or (d) disclosure is agreed in writing by the parties.
Dispute Resolution
If a dispute arises in connection with this Agreement, either party may give the other written notice of the dispute. Within 10 Business Days of service of a notice of dispute, the parties must confer at least once to resolve the dispute or agree on methods of doing so. Each party must be represented by a person having authority to agree to resolution. All conferences must be conducted in good faith and without prejudice.
If the dispute has not been resolved within 20 Business Days of service of the notice of dispute, either party may commence legal proceedings or, if agreed in writing, commence alternative dispute resolution proceedings.
Amendment
The Licensor may change this Agreement from time to time and will post the revised terms on the Site. When an amendment will result in a material change, the Licensor will provide a minimum of 30 days' prior written notice. Failure to cancel or respond within 30 days will be deemed agreement to the new terms. Continued use of the Services following notification constitutes agreement to be bound by the Agreement as amended.
Execution
By signing this Agreement, clicking ‘I accept’ or a similar mechanism, accessing the Software, registering as a user, or otherwise using the Software or the Site, the Licensee agrees to be bound by this Agreement.
This Agreement may be executed in any number of counterparts, each of which will be an original, and together they will constitute one and the same instrument. A party may sign electronically and bind itself accordingly.
Governing Law and Jurisdiction
This Agreement and, to the extent permitted by law, all related matters including non-contractual matters are governed by the laws of Victoria, Australia. Each party irrevocably accepts the non-exclusive jurisdiction of courts with jurisdiction there and waives any right to object to venue on any ground.