Terms of use
These terms govern your use of the Epplit website and the Epplit platform. They are written to be read, not filed.
Epplit Pty Ltd (ABN 14 691 288 329) — Epplit, we, us or our — is an Australian company based in Sydney, New South Wales.
01 What these terms cover
These terms (Terms) apply to:
- the Epplit website at epplit.com and any subdomain (the Website);
- the Epplit platform, and any account, portal, application or API we make available (the Platform); and
- any discovery call, demonstration, workshop, interview, trial, pilot, beta, early access or design partner activity we run (Engagement Activities).
We call all of these together the Services, which is the same meaning used in our privacy policy.
Our privacy policy forms part of these Terms. Where the two differ on how we handle personal information, the privacy policy applies.
If we enter into a separate signed agreement with you — an order form, design partner agreement, pilot agreement, master services agreement or non-disclosure agreement — that agreement prevails over these Terms to the extent of any inconsistency. These Terms continue to apply to everything the signed agreement does not cover.
In these Terms, you and your means you and, where you act for an organisation, that organisation.
02 Accepting these terms
By using the Website, you accept these Terms. If you do not accept them, stop using the Website.
For anything beyond browsing — creating an account, accessing the Platform, or taking part in an Engagement Activity — we will ask you to accept these Terms expressly, by clicking to accept or by signing an agreement that incorporates them. Access is conditional on that acceptance.
If you accept these Terms for an organisation, you confirm you have authority to bind it. In that case you means both you and that organisation, and both are responsible under these Terms.
You must be at least 18 and legally able to enter a contract. The Services are for business use. They are not offered to consumers for personal, domestic or household purposes.
03 What the Services are today
Epplit is early. The Website describes software we are building, and the Platform is made available on a limited early access, pilot or design partner basis.
That means:
- features, functionality, scope and pricing may change, be delayed, or not be released at all;
- the Platform may be incomplete, may contain defects, and may not yet include every control or capability of a generally available product; and
- we may suspend, modify or withdraw any part of the Services.
Anything on the Website describing planned features, roadmap, availability dates, pricing or benefits is a statement of current intention. It is not a commitment, an offer, or a term of any contract, and it does not form part of these Terms unless we have said so in a signed agreement with you.
Any figures, dashboards, metrics or examples shown on the Website are illustrative. They are invented. They are not drawn from any customer’s data and are not a representation of results you will achieve.
04 Discovery calls, design partners and Engagement Activities
We run discovery calls and design partner activities to understand procurement problems and build the right product.
What we do with what you tell us. Unless we have signed a non-disclosure agreement with you, information you give us during an Engagement Activity is provided on a non-confidential basis, and we may use it to research, design, develop, test, market and improve the Services. We will not attribute anything to you or your organisation publicly, and we will not disclose your specific commercial terms, supplier names or contract values, without your written consent.
Do not send us confidential material without an NDA. If you want protection for something specific, tell us before you send it and we will put an agreement in place. We are happy to sign one.
Ideas and independent development. We work with many organisations on similar procurement problems, and our product direction is shaped by all of them. Nothing in an Engagement Activity restricts us from developing, using or commercialising any feature, concept or approach, including one that resembles something you raised, provided we do not use your confidential information in breach of a signed agreement and do not infringe your intellectual property rights.
Design partner benefits. Any design partner benefit, discount, pricing arrangement or priority we describe is only binding if it is set out in a signed design partner agreement or order form. Terms described on the Website are indicative and subject to that agreement.
No commitment to build. Taking part in an Engagement Activity does not oblige us to build any feature, and does not oblige you to buy anything.
05 Feedback
If you give us feedback, suggestions, ideas or requests about the Services, you grant us a perpetual, irrevocable, worldwide, royalty-free, transferable licence to use them for any purpose without restriction, attribution or payment.
This does not give us any rights in your Customer Data, your confidential information, or your existing intellectual property.
06 Accounts and authorised users
Applies once we make accounts available to you.
To use the Platform you will need an account. You agree to give us accurate, current and complete registration information and to keep it up to date.
Access is limited to individuals you authorise (Authorised Users). You are responsible for:
- keeping credentials confidential and not sharing them;
- your Authorised Users’ compliance with these Terms;
- everything done under your account, whether or not you authorised it; and
- telling us promptly at security@epplit.com if you suspect unauthorised access.
We may set reasonable limits on users, storage, processing volume or API calls, and we will tell you before we apply a new limit that affects your existing use.
07 Acceptable use
You must use the Services lawfully, and only for their intended business purpose.
You must not:
- access or attempt to access any part of the Services you are not authorised to access, or bypass authentication, rate limits or security controls;
- probe, scan or test the vulnerability of the Services, except under a written vulnerability disclosure arrangement with us (email security@epplit.com — we will respond);
- introduce malware, or interfere with, disrupt or place an unreasonable load on the Services or the infrastructure they run on;
- scrape, crawl, harvest or extract data or content from the Services by automated means, other than through an interface we provide for that purpose;
- reverse engineer, decompile or attempt to derive the source code, models, architecture or training data of the Services, except to the extent this restriction cannot lawfully be excluded;
- copy, resell, sublicense, rent or make the Services available to a third party, other than to your Authorised Users;
- use the Services to build, train or improve a competing product or service, or to compile competitive benchmarking or analysis for publication;
- use the Services to send unsolicited communications, or to harvest contact details for that purpose;
- upload or transmit content that is unlawful, infringing, defamatory, harassing, discriminatory, obscene, or that you do not have the right to provide;
- impersonate any person, or misrepresent your identity, your authority or your affiliation with us; or
- remove, obscure or alter any proprietary notice on the Services.
If we reasonably believe you have breached this section, section 15 sets out what we can do about it.
08 Customer Data
Applies once you can submit data to the Platform.
Customer Data means the content you or your Authorised Users put into the Services — contracts, supplier records, correspondence, spend and payment data, policies, templates, and any personal information inside them.
Ownership. Customer Data is yours. Nothing in these Terms transfers ownership of it to us.
Licence to us. You grant us a non-exclusive, worldwide, royalty-free licence to host, store, copy, transmit, display and process Customer Data for the purpose of providing, securing, supporting and improving the Services for you, and as otherwise set out in our privacy policy.
Your responsibilities. You warrant that you have the rights and, where required, the consents to provide Customer Data to us and to have us process it as described. You are responsible for the accuracy, quality and legality of Customer Data, and for how you use the Services and their output.
What not to send us. Do not put sensitive information (as defined in the Privacy Act 1988 (Cth)), government identifiers, payment card data, health information, or security classified or export-controlled material into the Services unless we have agreed in writing to receive it.
What we commit to. We do not use your Customer Data to train, fine-tune or improve any artificial intelligence model, whether ours or a third party’s. We do not use one customer’s data to produce output for another customer, and we do not commingle customer data sets. These commitments are set out in full in our privacy policy and we treat them as contractual.
Aggregated information. We may create aggregated and de-identified information from use of the Services, and use it for analytics, benchmarking, research and product development. It will not identify you, your organisation, your suppliers or your commercial terms, and we will not attempt to re-identify it.
Backups. Keep your own copies of anything you cannot afford to lose. We take reasonable steps to protect and back up Customer Data, but you should not treat the Services as your only record.
On termination. We delete or de-identify Customer Data within 90 days of the end of your agreement, subject to any legal retention obligation and to backup cycles. Ask us before termination if you want an export, and we will provide your Customer Data in a common machine-readable format within a reasonable time.
09 How the Services use AI, and what that means for you
The Services use artificial intelligence to read documents, extract dates and obligations, summarise terms, identify issues and draft text.
Output is a draft. AI systems make mistakes. They can misread a document, miss a clause, invent a detail, or produce output that is plausible and wrong. Output is a starting point for a person, not a finished answer.
You remain the decision-maker. Nothing is signed, sent, filed, paid or actioned outside your organisation without a person on your side approving it. You are responsible for verifying anything material against the source document before you rely on it, and for every commercial, legal and operational decision you make.
Not professional advice. The Services do not provide legal, financial, accounting, tax, procurement, probity or other professional advice, and using them does not create a professional adviser relationship. Get your own advice on anything that matters.
Output. As between you and us, you own the output generated from your Customer Data, subject to our rights in the Services themselves. You acknowledge that material generated by an AI system may not attract copyright or other intellectual property protection in some jurisdictions, and that similar output may be generated for other customers from their own data.
Providers. We process AI requests through the providers named in our privacy policy, in the Australian region. If we materially change how or where that processing happens, we will update the privacy policy and notify account holders before the change takes effect.
10 Third-party data and links
The Services may include or draw on information from third-party sources, including public procurement registers, government data portals and supplier records.
We take reasonable care in how we use that information, but we do not control it and we do not warrant that it is accurate, complete or current. Where a third-party source imposes licence or attribution conditions, you must comply with them when you use that information through the Services.
The Website may link to third-party sites. We do not endorse them and we are not responsible for their content, security or practices. Your dealings with third parties are between you and them.
11 Our intellectual property
All rights in the Services — the software, models, prompts, workflows, interfaces, design, documentation, text, graphics and structure — are owned by Epplit or our licensors. These Terms do not transfer any of them to you.
EPPLIT is a trade mark of Epplit Pty Ltd. You may not use our name, logo or trade marks without our prior written consent, except to identify us factually.
While you are permitted to use the Services, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence to:
- access and use the Website for your own business and internal purposes;
- access and use the Platform for your own business and internal purposes, through your Authorised Users; and
- download or print material from the Website for your own internal reference.
You must not otherwise copy, republish, distribute, adapt, frame, or make the Services or their content publicly available.
If you provide us with your logo or name for use as a customer reference, you grant us a licence to use it for that purpose. You can withdraw it at any time by emailing us, and we will stop using it within a reasonable period.
12 Privacy and security
Our privacy policy explains what personal information we collect, how we use it, who we disclose it to, where it is held, and how we secure it.
Our security program is aligned to ISO/IEC 27001 and the ACSC Essential Eight. We are not certified against either standard. We will tell you in writing exactly where we are if you ask.
No system is completely secure. To the extent the law allows, we do not guarantee that the Services will be uninterrupted, error-free or immune from unauthorised access.
Report suspected vulnerabilities or breaches to security@epplit.com.
13 Fees, subscriptions and payment
Applies once we introduce paid plans. Until then, the Services are provided to you at no charge and this section does not apply.
Fees. Fees, billing frequency, plan inclusions and any usage limits are those set out in your order form, or on the Website at the time you subscribe.
Payment. Unless your order form says otherwise, fees are payable in advance, in Australian dollars, and are exclusive of GST, which we will add where it applies. We use a third-party payment provider. We do not store your card details. You are responsible for any bank or provider fees on a returned or declined payment.
Renewal. Subscriptions renew automatically for successive terms of the same length unless cancelled before the end of the current term. We will email you a reminder at least 14 days before each renewal, setting out the renewal date and the fee that will be charged.
Cancellation. You can cancel at any time from your account settings, or by emailing us. Cancellation takes effect at the end of the current paid term, and you keep access until then. Cancelling is not harder than subscribing.
Price changes. We may change fees for a future term. We will give you at least 30 days’ written notice before a price change takes effect. If you do not accept it, you can cancel before the change applies and you will not be charged the new price.
Non-payment. If fees are overdue, we will tell you and give you at least 14 days to pay before we suspend access. We may charge interest on overdue amounts at the RBA cash rate plus 2% per annum.
Refunds. We refund in accordance with the Australian Consumer Law. In addition, if we stop providing the Services during a term you have paid for, we will refund the unused portion of your fee on a pro-rata basis.
Trials and free access. Where we provide the Services free — including early access, pilots and design partner arrangements — we may end that access on reasonable notice, and no fee is refundable because none was paid.
14 Availability and support
We aim to keep the Services available and to fix problems promptly, but we do not offer a service level commitment unless one is set out in a signed agreement with you.
We may take the Services down for maintenance. Where the work is planned, we will give you reasonable notice and schedule it outside Australian business hours where we can. Emergency maintenance may happen without notice.
Support is provided as described on the Website or in your order form. Contact us at contact@epplit.com.
15 Suspension and termination
By you. You may stop using the Website at any time. If you have an account, you may close it at any time by emailing us, and section 13 governs the effect on any paid term.
By us, for cause. We may suspend or terminate your access if:
- you materially breach these Terms and, where the breach can be fixed, you do not fix it within 14 days of us telling you;
- your use presents a genuine security, legal or operational risk to us, to another customer, or to the Services;
- your account is being used unlawfully; or
- we are required to do so by law.
Where the risk is immediate, we may suspend first and tell you promptly afterwards. We will restore access once the cause is resolved, unless we have terminated.
By us, for convenience. We may discontinue the Services, or any part of them, on 30 days’ written notice. If you have paid for a term that extends beyond that date, we will refund the unused portion.
Effect of termination. Your access ends, your account may be closed, and Customer Data is handled as set out in section 08. Sections 05, 08 (ownership, commitments, deletion), 09, 11, 16, 17, 18, 19, 21 and 22 survive termination, along with any other clause that by its nature should.
16 Australian Consumer Law
Nothing in these Terms excludes, restricts or modifies any guarantee, right or remedy you have under the Australian Consumer Law or any other law that cannot lawfully be excluded, restricted or modified. Where such a right applies, these Terms are read subject to it.
The Services are not of a kind ordinarily acquired for personal, domestic or household use or consumption. To the extent permitted by section 64A of the Australian Consumer Law, our liability for failure to comply with a consumer guarantee in relation to the Services is limited, at our option, to supplying the Services again or paying the cost of having them supplied again.
If you are a consumer under the Australian Consumer Law, you have rights that these Terms cannot take away, including remedies for services not supplied with due care and skill or not fit for a disclosed purpose.
17 Disclaimers
Subject to section 16, and to the extent permitted by law:
- the Services are provided “as is” and “as available”;
- we exclude all terms, guarantees, warranties, representations and conditions that are not expressly set out in these Terms; and
- we do not warrant that the Services will meet your requirements, that output will be accurate or complete, that the Services will be uninterrupted or error-free, or that defects will be corrected.
Early access, pilot and beta features are provided for evaluation. They may be withdrawn or changed without notice and should not be relied on for a business-critical process.
18 Liability
Subject to section 16, and to the extent permitted by law:
(a) Excluded loss. Neither party is liable to the other for any loss of profit, revenue, anticipated savings, business, opportunity, goodwill or reputation, or for any indirect or consequential loss, however arising, whether in contract, tort (including negligence), under statute or otherwise, even if the party was advised of the possibility.
(b) Cap. Each party’s total aggregate liability arising out of or in connection with these Terms and the Services is limited to the greater of:
- the fees paid or payable by you to us under these Terms in the 12 months before the event giving rise to the liability; and
- AUD $10,000.
(c) What the cap does not cover. Paragraphs (a) and (b) do not apply to:
- liability that cannot be limited or excluded by law, including under section 16;
- your obligation to pay fees;
- either party’s fraud, wilful misconduct, or death or personal injury caused by its negligence; or
- a party’s breach of the confidentiality obligations in these Terms or in a signed agreement between us.
(d) Reduction. Each party’s liability is reduced to the extent the other party’s act, omission or failure to mitigate caused or contributed to the loss.
(e) Time limit. Neither party may bring a claim under these Terms more than 12 months after the party becomes aware, or ought reasonably to have become aware, of the circumstances giving rise to it, except where a longer period is required by law.
19 Indemnity
You indemnify us against any loss, liability, cost or expense (including reasonable legal costs) we incur arising out of a third-party claim caused by:
- Customer Data, including a claim that it infringes a third party’s rights or was provided to us without the necessary rights or consents;
- your use of the Services in breach of these Terms or in breach of the law; or
- your negligence or wilful misconduct.
This indemnity does not apply to the extent the claim was caused or contributed to by our own breach, negligence or wilful misconduct.
To rely on this indemnity we must tell you promptly about the claim, not admit liability or settle it without your consent (not to be unreasonably withheld), let you control the defence if you ask, give you reasonable assistance at your cost, and take reasonable steps to mitigate.
20 No claim against our people
You agree to bring any claim in connection with the Services against Epplit Pty Ltd only, and not against our directors, officers, employees, contractors, agents or investors personally. Those people may rely on this section. This section does not limit any liability arising from a person’s own fraud, or any liability that cannot be excluded by law.
21 Confidentiality
Each party must keep the other’s confidential information confidential, use it only for the purposes of these Terms, and protect it with at least reasonable care.
Confidential information does not include information that is public through no breach, was already lawfully known, is independently developed without reference to the other party’s information, or is lawfully received from a third party.
Either party may disclose confidential information where required by law or a regulator, and must tell the other party first where it is lawful to do so.
We may disclose your confidential information to our personnel and service providers who need it, under equivalent obligations. We remain responsible for their compliance.
This section does not apply to information provided in an Engagement Activity, which is governed by section 04.
22 Changes to these terms
We may change these Terms. When we do, we will update the version number and effective date at the top.
For minor changes — corrections, clarifications, new features that do not reduce your rights — the updated Terms apply from the date we publish them.
For changes that materially reduce your rights or increase your obligations, we will give account holders at least 30 days’ written notice before the change takes effect. If you do not accept the change, you may terminate before it applies, without penalty, and we will refund any unused portion of a fee you have paid.
Your continued use of the Services after a change takes effect means you accept it.
23 Notices
Notices to you go to the email address on your account, or the address you gave us. Notices to us go to contact@epplit.com, or Level 1, 63–73 Ann Street, Surry Hills NSW 2010, Australia.
Email notices are taken to be received when sent, unless the sender receives a delivery failure.
24 Events outside our control
Neither party is liable for a failure or delay in performing an obligation (other than to pay money) caused by an event beyond its reasonable control, including a failure of a third-party provider, telecommunications or power network, natural disaster, pandemic, industrial action, act of government, war or cyber attack. The affected party must tell the other party promptly and take reasonable steps to work around the event.
25 Disputes
If a dispute arises, the parties must try to resolve it before starting proceedings.
The party raising the dispute must give the other written notice setting out the nature of the dispute, the outcome it wants, and what it says is needed to resolve it. Senior representatives of both parties must then negotiate in good faith for 21 days.
If the dispute is unresolved after 21 days, either party may refer it to mediation administered by the Australian Disputes Centre in Sydney, under its mediation rules. The parties share the mediator’s costs equally and pay their own costs. If the dispute is unresolved 30 days after mediation starts, either party may commence proceedings.
This section does not prevent either party from seeking urgent interlocutory or injunctive relief, or from recovering an undisputed debt.
Communications made in the course of this process are confidential and made on a without prejudice basis.
26 General
Assignment. You may not assign or transfer these Terms without our written consent, not to be unreasonably withheld. We may assign these Terms to a related body corporate, or in connection with a merger, acquisition or sale of substantially all of our assets, on notice to you.
Subcontracting. We may use subcontractors and service providers to deliver the Services, and we remain responsible for their performance.
Entire agreement. These Terms, our privacy policy, and any signed agreement between us, are the entire agreement between the parties about the Services, and replace anything said or written before. Neither party has relied on any statement not set out in them. This does not limit liability for fraud or for misleading or deceptive conduct.
Relationship. Nothing in these Terms creates a partnership, joint venture, employment or agency relationship.
Waiver. A failure or delay in exercising a right is not a waiver of it.
Severance. If any part of these Terms is void or unenforceable, it is severed and the rest remains in force.
Rights of third parties. Except as expressly stated in section 20, no one other than the parties has rights under these Terms.
27 Governing law
These Terms are governed by the laws of New South Wales, Australia. Each party submits to the exclusive jurisdiction of the courts of New South Wales and the courts that hear appeals from them.
The Services are directed at users in Australia. If you access them from elsewhere, you do so on your own initiative and you are responsible for complying with local law.