Terms of Service

1. Agreement and scope

These Terms of Service (Terms) govern access to and use of services supplied by Zenview Labs Pty Ltd (Zenview, we, us or our), including GPU cloud, dedicated or private infrastructure, managed infrastructure and related support (Services). By signing an order form, accepting a quote that incorporates these Terms, creating or using an account, or otherwise using the Services, the customer agrees to these Terms.

If you accept these Terms for an organisation, you represent that you have authority to bind that organisation. References to Customer or you include that organisation and its authorised users.

The commercial documents for a transaction may include an order form, quote, statement of work, service schedule, data processing agreement or other written agreement. If there is a conflict, a signed or expressly accepted customer-specific document prevails over these Terms to the extent of the conflict.

2. Business use and accounts

The Services are intended primarily for business, professional and institutional use. Customer is responsible for the accuracy of account information, the conduct of its authorised users and all activity carried out through its accounts or credentials, except to the extent caused by Zenview's breach of these Terms.

Customer must maintain appropriate account security, promptly notify Zenview of suspected unauthorised access and ensure that only authorised persons use the Services.

3. Services and capacity

Service scope, capacity, start date, term, pricing, support and any customer-specific commitments are set out in the applicable order form, quote or service agreement. Zenview may use third-party data-centre, telecommunications, software, hardware and support providers in delivering the Services.

Capacity is subject to availability and compliance approval. Unless an applicable order form expressly states otherwise, Zenview does not guarantee that a requested capacity level will remain available before the order is accepted.

4. Fees, billing and taxes

Customer must pay the fees and charges stated in the applicable commercial document. Unless stated otherwise, fees are exclusive of GST and other applicable taxes. Customer is responsible for taxes imposed on its purchase or use of the Services, excluding taxes based on Zenview's net income.

Invoices are payable within the period stated in the applicable order or invoice. If an undisputed amount remains overdue, Zenview may charge reasonable collection costs and may suspend affected Services after reasonable notice, subject to applicable law and any agreed cure period.

Customer must raise good-faith billing disputes promptly and continue to pay undisputed amounts when due.

5. Customer responsibilities

Customer is responsible for its workloads, software, configurations, users, Customer Content and use of the Services. Customer must use the Services in accordance with these Terms, the Acceptable Use Policy, applicable law and any written technical or operational requirements provided for the purchased service.

Customer must not interfere with the integrity, security or operation of the Services or attempt to access infrastructure, data, accounts or systems for which it has not been authorised.

6. Compliance, sanctions and export controls

Customer must comply with all sanctions, export-control, trade-control and end-use laws applicable to its access to or use of the Services. This includes Australian sanctions laws and, where applicable to the hardware, software, technology, parties or transaction, foreign export-control regimes including United States export controls.

Customer represents that information supplied to Zenview about its identity, ownership, end users, intended use and access locations is accurate and complete. Customer must not provide, transfer, resell, share or route access to the Services in a manner that causes Zenview or its suppliers to violate applicable law or licensing conditions.

Zenview may request additional information or certifications, conduct restricted-party screening, limit access by person or geography, refuse an order, or suspend or terminate Services where reasonably necessary to address a legal or compliance requirement or credible compliance risk.

7. Acceptable use

Customer must comply with the Acceptable Use Policy. Zenview may investigate suspected abuse and take proportionate action, including traffic filtering, rate limitation, isolation, suspension or termination, where necessary to protect the Services, customers, third parties or legal compliance.

8. Customer Content and data

As between the parties, Customer retains all rights in data, code, models, prompts, outputs, files and other content submitted to or processed through the Services by or for Customer (Customer Content). Customer grants Zenview a limited right to host, copy, transmit, process and otherwise use Customer Content only as reasonably necessary to provide, secure, support and maintain the Services, comply with Customer's instructions, or meet legal obligations.

Zenview does not acquire ownership of Customer Content. Customer is responsible for ensuring that it has the rights and permissions necessary to provide Customer Content to Zenview and to process it using the Services.

9. Privacy and data protection

Zenview handles personal information in accordance with its Privacy Policy and applicable law. Where Zenview processes personal information on behalf of Customer, the parties may agree additional data-processing terms where required by law or the nature of the service.

10. Intellectual property

Zenview and its licensors retain all rights in the Services, website, software, documentation, systems, branding and other materials supplied by Zenview, excluding Customer Content. No rights are granted except those expressly stated in the applicable agreement.

Customer may provide suggestions or feedback. Unless otherwise agreed in writing, Zenview may use general feedback without restriction provided it does not disclose Customer Confidential Information or identify Customer without permission.

11. Third-party technology

The Services may incorporate or depend on third-party hardware, software, drivers, libraries, operating systems, networks, data-centre services and other technologies. Customer must comply with third-party licence terms that are expressly notified to Customer and applicable to Customer's use.

References to third-party products or trademarks identify technologies used or supported by the Services and do not by themselves imply sponsorship, endorsement, partnership or authorisation.

12. Security

Zenview maintains administrative, technical and operational safeguards appropriate to the nature of the Services. Customer remains responsible for securing its own applications, credentials, software, access policies and Customer Content within the Services.

No system can be guaranteed to be completely secure. Each party must promptly notify the other of a security incident materially affecting the other party's data or use of the Services where notification is reasonably required.

13. Maintenance, changes and suspension

Zenview may perform maintenance, security work, repairs and infrastructure changes necessary to operate the Services. Zenview will use reasonable efforts to minimise avoidable disruption and to provide notice of material planned maintenance where practicable.

Zenview may suspend affected Services without prior notice where immediate action is reasonably necessary to address a security threat, unlawful use, material risk to other customers or infrastructure, or a legal requirement. Where practicable, Zenview will notify Customer and work to restore service once the relevant issue is resolved.

14. Confidentiality

Each party may receive non-public information that is identified as confidential or that a reasonable person would understand to be confidential (Confidential Information). The receiving party must use Confidential Information only for the relationship between the parties and protect it using reasonable care.

Confidential Information does not include information that is lawfully public without breach, already known without confidentiality obligation, independently developed without use of the other party's Confidential Information, or lawfully received from a third party without confidentiality restriction.

A party may disclose Confidential Information where required by law, court order or regulator, subject to lawful efforts to give advance notice where appropriate.

15. Warranties and statutory rights

Each party warrants that it has authority to enter into the agreement. Zenview will provide the Services with due care and skill consistent with the applicable service description.

Except for express commitments in the applicable agreement and rights that cannot lawfully be excluded, the Services are provided on an as-available basis and Zenview does not warrant that every workload will be error-free, uninterrupted or suitable for a particular purpose not expressly agreed in writing.

Nothing in these Terms excludes, restricts or modifies any guarantee, right or remedy under the Australian Consumer Law or other law that cannot lawfully be excluded, restricted or modified.

16. Liability

To the maximum extent permitted by law, neither party is liable to the other for indirect, incidental, special or consequential loss, or for loss of profit, revenue, goodwill or anticipated savings, except where such exclusion is prohibited by law.

Subject to rights and liabilities that cannot lawfully be limited, each party's aggregate liability arising out of or in connection with the Services is limited to the fees paid or payable by Customer for the affected Services during the 12 months immediately preceding the event giving rise to the claim. This cap does not apply to fraud, wilful misconduct, a party's breach of confidentiality, infringement or misappropriation of the other party's intellectual property, or Customer's payment obligations.

Where Australian Consumer Law permits Zenview to limit a remedy for a failure to comply with a statutory guarantee, Zenview's liability is limited, at Zenview's option, to supplying the relevant Services again or paying the reasonable cost of having the Services supplied again.

17. Indemnity for unlawful or unauthorised use

Customer will indemnify Zenview against third-party claims, regulatory penalties and reasonable external costs to the extent arising from Customer's unlawful use of the Services, Customer Content that infringes a third party's rights, or Customer's material breach of the Acceptable Use Policy or export-control and sanctions obligations, except to the extent caused by Zenview's breach, negligence or wilful misconduct.

18. Term and termination

The term of a purchased Service is set out in the applicable order. Either party may terminate an agreement for material breach if the breach is not cured within 30 days after written notice, or immediately where the breach cannot reasonably be cured. A party may also terminate if the other becomes insolvent, subject to applicable insolvency law.

Zenview may terminate or suspend where continued performance would violate law or a binding governmental restriction. If termination occurs for a compliance reason not caused by Customer's breach, prepaid fees for Services not supplied after termination will be handled in accordance with the applicable order and law.

19. Effect of termination

On termination, Customer's right to use the affected Services ends. Customer is responsible for exporting Customer Content before termination where the service provides an export mechanism and access remains available. Zenview may delete Customer Content after the applicable retention or transition period, subject to legal retention requirements and any written agreement.

Provisions concerning payment, confidentiality, intellectual property, liability, indemnity, dispute resolution and any provisions intended by their nature to survive will continue after termination.

20. Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disaster, utility or telecommunications failure, war, civil disturbance, governmental action, labour disruption, widespread internet failure or material failure of an upstream provider, provided the affected party takes reasonable steps to mitigate the impact. This clause does not excuse payment obligations for Services already supplied.

21. Changes to these Terms

Zenview may update these Terms from time to time. Material changes will be posted with a revised effective date and, where reasonably practicable, notified to affected customers. Changes will not retroactively alter a signed fixed-term commercial commitment unless permitted by that agreement or required by law. Continued use after an applicable change takes effect constitutes acceptance of the updated Terms.

22. Notices

Legal notices to Zenview may be sent to admin@zenviewlabs.com. Notices to Customer may be sent to the administrative or legal contact associated with the account or order.

23. Assignment and subcontracting

Neither party may assign a material agreement without the other party's consent, not to be unreasonably withheld, except to an affiliate or in connection with a merger, reorganisation or sale of substantially all relevant business assets, provided the assignee assumes the applicable obligations. Zenview may use subcontractors to deliver the Services and remains responsible for its contractual obligations to Customer.

24. General

The agreement between the parties is the entire agreement concerning its subject matter and supersedes prior discussions or representations concerning that subject matter. A waiver is effective only if given in writing and applies only to the specific instance. If any provision is unenforceable, it will be modified to the minimum extent necessary or severed, and the remaining provisions continue in effect.

Nothing creates a partnership, joint venture, fiduciary relationship, employment relationship or agency between the parties.

25. Governing law

Unless a signed customer-specific agreement states otherwise, these Terms are governed by the laws of Tasmania and the Commonwealth of Australia. The parties submit to the courts of Tasmania and courts entitled to hear appeals from them.

26. Contact

Zenview Labs Pty Ltd · ACN 701 083 212
admin@zenviewlabs.com ·