Terms of Service

1. Introduction and acceptance

These Terms of Service govern your access to and use of the Services operated by Predict IQ Holdings Pty Ltd (ABN 89 696 793 432) trading as Prescia IQ. By using the Services you agree to these Terms. If you are acting on behalf of a legal entity, you represent you have authority to bind that entity.

2. Definitions

• "Account" — an account registered to access the Services.
• "Customer Data" — data you input into or generate through the Services.
• "Fees" — fees as set out on our website or in an order form.
• "Intellectual Property Rights" — all IP rights including copyright, patents, trade marks, and trade secrets.
• "Outputs" — predictions, forecasts, reports, and other results produced by the Services.
• "Sub-brand Services" — AdsIQ, BuildPredictIQ, OpsIQ, and TradesmanIQ.

3. Our Services

Prescia IQ provides predictive intelligence, forecasting, and decision-support services for Australian businesses. We may modify, add, or remove features at any time with reasonable notice for material changes to paid subscriptions.

4. Accounts

4.1 Registration

You must provide accurate, current, and complete information and keep it updated.

4.2 Account security

You are responsible for all activity under your Account. Notify us at legal@presciaiq.com.au of any unauthorised access.

4.3 Eligibility

You must be at least 18 years old with legal capacity to contract. The Services are intended for business use.

4.4 One Account per entity

Each legal entity may maintain only one Account unless otherwise agreed in writing.

5. Fees, payment, and subscriptions

5.1 Fees

All Fees are in AUD and exclusive of GST unless stated otherwise. GST will be added where applicable.

5.2 Payment

Payment is due in advance. You authorise us to charge your nominated payment method for all Fees.

5.3 Subscriptions and auto-renewal

Subscriptions renew automatically unless cancelled before the renewal date. No partial refunds for unused periods.

5.4 Price changes

At least 30 days' notice before a price increase takes effect for existing subscriptions.

5.5 Late payment

Overdue amounts accrue interest at 10% per annum. Access may be suspended after 14 days overdue.

5.6 Refunds

Fees are non-refundable except as required by Australian Consumer Law.

5.7 One-off and professional services fees

As agreed in a statement of work or quote. Default payment terms: 50% upfront, 50% on delivery.

6. Customer Data

6.1 Ownership

You retain ownership of your Customer Data and grant us a licence to use it solely to provide and improve the Services.

6.2 Your responsibilities

You are responsible for ensuring your Customer Data does not violate any laws or third-party rights.

6.3 Aggregated data

We may use aggregated, de-identified data to improve our Services. Such data will not identify you.

6.4 Privacy

Our Privacy Policy governs collection and use of personal information and is incorporated into these Terms.

7. AI outputs, forecasts, and decision-support

7.1 Nature of Outputs

Outputs are probabilistic and forward-looking. They are generated using AI, machine learning, and statistical modelling.

7.2 Not professional advice

Outputs do not constitute financial, legal, tax, or other professional advice. Obtain independent advice before significant decisions.

7.3 Human review

All decisions based on Outputs remain your sole responsibility. Apply your own judgement before acting.

7.4 Accuracy and data dependency

Accuracy depends on the quality of data you provide. We do not warrant Outputs will be accurate or fit for any particular purpose.

7.5 Third-party AI models

Some features use third-party AI models. Use is also subject to those providers' terms.

8. Acceptable use

You must not use the Services to violate any law, infringe IP rights, upload malicious code, gain unauthorised access, scrape or reverse-engineer the Services, develop a competing product, engage in fraud, or harass any person. Breach may result in suspension or termination.

9. Intellectual Property Rights

9.1 Our IP

All IP in the Services is owned by or licensed to us. Nothing in these Terms transfers ownership to you.

9.2 Licence

We grant you a limited, non-exclusive, non-transferable, revocable licence to use the Services for your internal business purposes during the subscription term.

9.3 Feedback

You grant us a perpetual, irrevocable, royalty-free licence to use any feedback you provide.

10. Third-party services and integrations

We are not responsible for third-party services. Your use of them is subject to their own terms.

11. Warranties and consumer guarantees

11.1 Our warranties

We will provide the Services with reasonable care and skill.

11.2 Australian Consumer Law

Nothing in these Terms excludes rights that cannot lawfully be excluded under the Australian Consumer Law.

11.3 Disclaimers

To the maximum extent permitted by law, the Services are provided "as is" and "as available" without further warranty.

12. Limitation of liability

12.1 Exclusions

We exclude all liability for indirect, incidental, consequential, or punitive damages to the maximum extent permitted by law.

12.2 Cap

Our total aggregate liability is limited to the total Fees paid by you in the 12 months preceding the claim.

12.3 Your liability

You are liable for loss or damage we suffer from your breach of these Terms.

12.4 Mitigation

Each party must take reasonable steps to mitigate loss.

13. Indemnity

You indemnify us against claims arising from your use of the Services, your Customer Data, your breach of these Terms, or your violation of any law or third-party rights.

14. Confidentiality

Each party will keep the other's confidential information confidential and not disclose it without consent, except as required by law. This obligation survives termination for 3 years.

15. Suspension and termination

15.1 Termination by you

Cancel at any time through Account settings or by contacting us. Effective at end of current billing period.

15.2 Termination by us

We may terminate immediately for breach not remedied within 7 days, insolvency, or as required by law.

15.3 Termination for convenience

Either party may terminate with 30 days' written notice, effective at end of the billing period.

15.4 Effect of termination

Your licence ceases; outstanding Fees are due; Customer Data available for 30 days then deleted; survival clauses continue.

16. Beta and early access features

Beta features are provided "as is" and may be modified or discontinued at any time.

17. Changes to these Terms

We may update these Terms at any time. Material changes will be notified at least 14 days before taking effect. Continued use constitutes acceptance.

18. Disputes and governing law

18.1 Governing law

These Terms are governed by the laws of New South Wales, Australia.

18.2 Jurisdiction

Each party submits to the non-exclusive jurisdiction of the courts of New South Wales and the Federal Court of Australia.

18.3 Good faith negotiation

Before legal proceedings (other than urgent relief), parties must attempt to resolve disputes by good faith negotiation for 30 days.

19. General

19.1 Entire agreement

These Terms, the Privacy Policy, and any order form constitute the entire agreement and supersede all prior agreements.

19.2 Assignment

You may not assign your rights without our consent. We may assign in connection with a merger or sale of assets.

19.3 No waiver

Failure to exercise a right is not a waiver of that right.

19.4 Severability

Invalid provisions will be severed; the remainder continues in force.

19.5 Relationship

The parties are independent contractors. No partnership, joint venture, or employment is created.

19.6 Force majeure

Neither party is liable for failure caused by circumstances beyond their reasonable control.

19.7 Notices

Notices to us: legal@presciaiq.com.au. Notices to you: email on your Account.

20. Contact us

Predict IQ Holdings Pty Ltd Trading as Prescia IQ 100 Harris St, Pyrmont NSW 2009 AU Email: legal@presciaiq.com.au