Terms of Service

"Platform" means the EmployeeX software-as-a-service, including the Agent Workbench, Audit Ledger, Tool Catalog, Policy Gate, and all associated APIs, SDKs, and interfaces.

"Customer" means the organisation that has subscribed to the Platform under an Order Form or accepted these Terms.

"User" means any individual authorised by the Customer to access the Platform.

"Agent" means an autonomous AI workflow configured and deployed by the Customer through the Platform.

"Content" means data, documents, prompts, outputs, and any other material submitted to or generated by the Platform.

"We", "us", "our" means employeeX Pty Ltd (ABN to be confirmed), registered in New South Wales, Australia.

We grant Customers a non-exclusive, non-transferable right to access and use the Platform during their subscription term, solely for the Customer's internal business operations.

The Platform includes:

• Agent Workbench — configure, deploy, monitor, and retire AI agents across your organisation.
• Audit Ledger — an immutable, append-only record of every agent action, retrieval, approval, and model call.
• Tool Catalog — managed and bring-your-own tool integrations with role-based access.
• Policy Gate — guardrails, PII handling, budget enforcement, and approval workflows evaluated before execution.
• Business Unit Oversight — visibility into agent activity, cost, and outcomes across teams.
• Isolated Runtimes — per-invocation sandboxed execution environments for code and browser tasks.

We reserve the right to modify, update, or discontinue features with reasonable notice. We will not materially degrade the core service without 30 days' written notice.

The Customer is responsible for all Users' activity on the Platform. Customers must:

• Maintain accurate account information and keep credentials secure.
• Ensure Users are authorised employees or contractors of the Customer.
• Promptly revoke access for any User who leaves the organisation or changes role. Our identity sync (Entra ID, Okta) automates this — Customers are still responsible for timely IdP updates.
• Not share accounts or credentials between individuals.

We may suspend accounts that show signs of compromise, abuse, or violation of these Terms. We will notify the Customer immediately unless doing so would exacerbate a security incident.

You must not use the Platform to:

• Violate applicable laws, regulations, or third-party rights.
• Process data you do not have lawful authority to process.
• Reverse engineer, decompile, or attempt to extract source code from the Platform.
• Attempt to circumvent the Policy Gate, Audit Ledger, or any access control.
• Submit prompts designed to manipulate agents into acting outside their configured scope.
• Use the Platform for mass surveillance, discriminatory profiling, or purposes prohibited under applicable AI regulations.
• Resell, sublicense, or provide access to the Platform to third parties outside your organisation without written consent.
• Introduce malicious code, or attempt to disrupt the availability or integrity of the Platform.

We may suspend access immediately for material breaches of this section. We will notify the Customer promptly and work in good faith to resolve the issue.

No training on your data. We do not use Customer Content to train, fine-tune, or improve AI models. Your data is yours. It is used only to generate responses within your session context.

Model providers. The Platform routes requests to foundation model providers (Anthropic, OpenAI, and others) under separate agreements. Your subscription includes access to those models as configured in your profile. Model availability is subject to provider terms and may change.

Output disclaimer. AI-generated content is probabilistic and may contain errors. Customers are responsible for reviewing agent outputs before acting on them in consequential decisions. The Platform's Audit Ledger supports this by making every step reviewable.

Autonomous agents. When you deploy an agent that acts autonomously (sends messages, creates records, executes code), you are responsible for the actions it takes. The Policy Gate and approval workflows are tools to help you maintain oversight — the responsibility for configuring them appropriately rests with you.

Execution runtimes. Code and browser tasks run in isolated, per-invocation sandboxes. We do not warrant that sandbox isolation is absolute. Customers must not direct agents to execute code that would cause harm if it escaped isolation.

Budget controls. Pre-flight budget checks are best-effort. In rare edge cases (network partition, rapid concurrent calls) a call may proceed past a soft cap. Hard caps will not be exceeded by more than one model call's cost.

By using the Platform you acknowledge our Privacy Policy, which is incorporated into these Terms.

Customer Content ownership. You retain all rights to Content you submit. We claim no ownership over your data, prompts, or outputs.

Data residency. Enterprise plans may select a residency region (Australia, Europe, United States). Data will not leave the selected region except as required by law or with your explicit instruction.

Security. We apply AES-256 encryption at rest, TLS 1.2+ in transit, and per-tenant data isolation. We will notify Customers of confirmed data breaches affecting their Content within 72 hours of discovery, in compliance with applicable breach notification laws.

Subprocessors. We use third-party subprocessors to deliver the Platform (cloud infrastructure, model providers, communication services). A current list is maintained at /privacy#subprocessors. We will notify Customers 30 days before adding material new subprocessors.

Data return and deletion. On termination, Customers may export their Content for 30 days. After that period, Content will be deleted from production systems within 90 days, except where retention is required by law.

The Platform connects to third-party services (Slack, Microsoft Teams, GitHub, GitLab, Jira, Confluence, and others) at the Customer's direction. By connecting an integration:

• You warrant that you have the authority to grant the Platform access to those services on behalf of your organisation.
• You accept that the Platform will act within those services using the permissions you grant. We are not responsible for actions taken in third-party services that exceed the scope of your intended configuration.
• Third-party service terms and uptime are not within our control. We do not guarantee availability of integrations where the third party is unavailable.

Tool secrets (API keys, credentials) stored in the Platform are encrypted at rest. Customers are responsible for rotating secrets and revoking access when personnel change.

Our IP. The Platform, its underlying technology, and all improvements remain our exclusive property. Nothing in these Terms transfers any IP rights to the Customer.

Your IP. Customer Content remains Customer IP. You grant us a limited, non-exclusive licence to process Content solely to provide the Platform to you.

Feedback. If you provide feedback or suggestions, you grant us a perpetual, royalty-free licence to use that feedback without restriction. We have no obligation to act on feedback.

Outputs. Subject to the output disclaimer in section 5, outputs generated on your behalf using your Content are yours. We make no claim to agent-generated deliverables produced from your inputs.

Subscription fees are set out in your Order Form. Unless otherwise agreed:

• Fees are invoiced in advance on a monthly or annual basis.
• Invoices are due net 30 days. Overdue amounts accrue interest at 1.5% per month.
• We may suspend access after 14 days' written notice of an overdue invoice.
• All fees are exclusive of GST and applicable taxes, which are added at the prevailing rate.
• Annual plans are non-refundable except where required by consumer law.

Usage overages (model calls beyond plan limits) are invoiced monthly in arrears at published rates. Budget controls in the Platform help you forecast spend — enable them.

Either party may terminate the agreement:

• For convenience, with 30 days' written notice (at the end of a billing cycle for monthly plans; at the renewal date for annual plans).
• Immediately, if the other party materially breaches these Terms and fails to cure within 14 days of written notice.
• Immediately, if the other party becomes insolvent, is wound up, or ceases operations.

On termination, your right to access the Platform ceases. Data export and deletion follow section 6.

Warranty disclaimer. The Platform is provided "as is." We disclaim all implied warranties to the maximum extent permitted by applicable law, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

Cap. Our total aggregate liability under these Terms is limited to the fees you paid in the 12 months immediately preceding the claim.

Consequential damages. Neither party is liable for indirect, incidental, special, or consequential damages — including lost profits, data loss, or business interruption — even if advised of the possibility.

Exceptions. These limitations do not apply to: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; liability that cannot be excluded by applicable law.

Indemnity. You indemnify us against claims arising from: your breach of these Terms; your misuse of the Platform; or your Content infringing third-party rights.

These Terms are governed by the laws of New South Wales, Australia. The courts of New South Wales have exclusive jurisdiction.

Before commencing legal proceedings, the parties agree to escalate disputes to senior leadership and attempt to resolve them in good faith within 30 days.

Changes to Terms. We may update these Terms with 30 days' written notice for material changes. Continued use after the notice period constitutes acceptance. We will maintain a version history at this URL.

For questions about these Terms, contact legal@empx.ai.