Last updated: 19 August 2025

1. Interpretation

Words with initial capitals have meanings defined below. Definitions apply whether singular or plural.

2. Definitions

a. Account: a unique account to access the Service.
b. Company: Perswayd Pty Ltd t/a Perswayd AI (“Perswayd AI”, “we”, “us”, “our”).
c. Country: Australia.
d. Content: content (text, images, files, etc.) you make available.
e. Device: any device that can access the Service.
f. Feedback: feedback, innovations, or suggestions you send us.
g. Service: the Perswayd AI web application (features, AI tools, content, support) via the Website.
h. Terms of Service / Terms: this agreement.
i. Website: https://www.perswaydai.com.
j. You: the individual or entity using the Service.
k. Outputs: reports, analyses, and other content generated by the Service from Your Content.
l. Customer Content: your Content; used interchangeably herein for clarity.
m. Personal Data: information relating to an identified/identifiable person.
n. Sub-processor: a third party engaged by the Company to process Personal Data for the Service.
o. DPA: a Data Processing Addendum executed between you and us (including SCCs and UK Addendum where relevant).

3. Acknowledgment

These Terms govern use of the Service and form the agreement between you and us. By accessing or using the Service, you agree to these Terms. If you disagree, do not access the Service. You represent that you are 18+. Your use is also conditioned on your acceptance of our Privacy Policy.

3A. Order of Precedence; Modifications & Material Reduction

If there is a conflict, the following order controls: (1) Order Form, (2) DPA, (3) these Terms, (4) Privacy Policy, (5) other policies.
We may modify these Terms to reflect operational, legal, or security changes. For material changes, we provide at least 14 days’ notice via in-app or email (unless earlier effectiveness is required by law or for security). We will not materially reduce the core functionality of the Service during your current paid term without notice and a right to terminate the impacted Service without penalty. See §23 for the general change procedure.

4. Third-Party Services and Sub-processors

The Service integrates with third-party Sub-processors. Key categories include AI processing, hosting/database, email delivery, analytics, logging/monitoring, support, and payments.

By using the Service, you authorise us to engage Sub-processors to process your Content solely to provide the Service, under data-processing terms.

4A. Data Processing Addendum (DPA)

Where required by law (including GDPR/UK GDPR) or requested by your organisation, we will execute a DPA. If there is a conflict between these Terms and the DPA regarding Personal Data processing, the DPA governs.

4B. Sub-processors; Change Notice and Objection

Our current list of Sub-processors will be posted on our forthcoming page Sub-processors page and may be updated. We provide at least 30 days’ prior notice of material changes there or to account admins. You may object on reasonable data-protection grounds within that period. If we cannot reasonably address your objection, you may terminate the impacted Service without penalty.

4C. Data Residency & Vendor Processing

When you use AI features, we transmit the minimum necessary prompts/content to AI vendors to fulfil requests. Vendor regions, retention practices, and training policies are as described on our forthcoming Sub-processors page.
Enterprise options (subject to vendor capabilities and written agreement) may enable reduced/zero retention and/or regional processing.

5. User Accounts

You must provide accurate, complete, and current information and safeguard your password. Notify us promptly of any unauthorised use or security breach. Username restrictions apply (e.g., no impersonation, IP infringement, or obscenity).

Account deletion & data handling. Only the admin/account owner can delete a user account. Non-admin users may request deactivation/deletion; requests route to the admin. Deletion actions may be logged/audited.

6. Intellectual Property: Your Content and Generated Outputs

Your Content (Inputs). You retain ownership of your Content. You grant us a limited, worldwide, non-exclusive, royalty-free licence to host, use, reproduce, and process your Content solely to provide the Service.

Generated Content (Outputs). You retain ownership of Outputs. Outputs may be similar to content generated for others; we do not assign third-party rights to you and make no warranties that Outputs are free of third-party claims. You must review Outputs for accuracy, legality, and IP clearance before use.

You represent and warrant that: (i) you own or have rights to the Content you submit and the licence you grant us; and (ii) your Content does not violate rights or laws.

7. Content Restrictions & Acceptable Use

You are solely responsible for your Content and account activity. You may not submit content that is unlawful, discriminatory, defamatory, obscene, or otherwise objectionable. We may remove content and/or suspend accounts at our discretion.

7A. Security

We implement administrative, technical, and organisational measures to protect Customer Content (e.g., encryption in transit/at rest, role-based access, logging/monitoring, vendor risk). No system is perfectly secure. We will notify you of a data breach as required by applicable law (including Australia’s NDB scheme and, where applicable, EU/UK requirements).

7B. Acceptable Use Policy

You will not: (i) bypass or interfere with security/access controls; (ii) probe, scan, or test vulnerabilities without written consent; (iii) reverse engineer, decompile, or attempt to extract models or source code; (iv) upload malicious code; (v) use the Service to violate law or third-party rights; (vi) submit infringing or unlawful content; (vii) use automated means to systematically evaluate, benchmark, or extract prompts/outputs to build/train a competing model/service; or (viii) circumvent usage limits or rate-limits.

7C. Prohibited Data (Special Categories & Children)

Do not submit special categories of personal data or children’s data unless we have an executed DPA with your organisation expressly authorising such processing and setting out lawful basis and safeguards. You represent and warrant you have a lawful basis for any such data you submit, and you indemnify us for violations of this section.

8. AI-Generated Content; No Professional Advice

The Service uses AI and may produce probabilistic or incomplete outputs. No Professional Advice: Outputs are informational only and not legal, medical, financial, or other professional advice. You remain responsible for human review/validation and for decisions based on outputs, especially in high-risk contexts. See §6 for non-uniqueness and third-party rights disclaimers.

9. Indemnity (Customer)

You agree to indemnify, defend, and hold harmless the Company and our personnel from claims, losses, and expenses (including reasonable legal fees) arising from: (i) your use/misuse of the Service; (ii) your breach of these Terms; (iii) your content; or (iv) your violation of law or third-party rights.

9A. IP Indemnity (Company → Customer)

We will defend and indemnify you against third-party claims alleging that the Service (when used as permitted and not including your Content or third-party components) infringes that party’s intellectual property rights. We may, at our option: (a) procure the right for you to continue using the Service; (b) modify or replace the Service so it is non-infringing and materially equivalent; or (c) terminate the impacted Service and refund pre-paid, unused fees.
Exclusions: claims arising from (i) your Content; (ii) combinations or use not provided or authorised by us; (iii) your breach of these Terms; or (iv) use after we notify you to stop due to a claim. This section states your exclusive remedy for IP infringement claims regarding the Service.

10. Content Backups

We perform regular backups but do not guarantee against data loss or corruption. Maintain separate copies of your Content.

11. Intellectual Property Infringement; DMCA Policy

We respect IP rights. Reports of infringement can be sent to help@perswaydai.com.

DMCA: We comply with the U.S. Digital Millennium Copyright Act. Our Designated Agent information and takedown/counter-notice procedures (including a repeat-infringer policy) are posted at: https://www.perswaydai.com/legal/dmca. We will remove or disable access to allegedly infringing material upon receiving a compliant notice and may terminate repeat infringers.

12. Intellectual Property Rights and Licensing

The Service and its original content (excluding your Content), features, and functionality are the exclusive property of the Company and its licensors.

13. Your Feedback to Us

You assign all rights in Feedback to us; if assignment is ineffective, you grant us a perpetual, irrevocable, royalty-free, worldwide licence to use it.

14. Links to Other Websites

We are not responsible for third-party sites or services.

15. Termination; Suspension

We may suspend or terminate your Account if you breach these Terms, pose a security/legal risk, or as required by law. Upon termination, your right to use the Service ceases. We will delete or de-identify Customer Content in accordance with our retention schedule within ~90 days, subject to backups/legal holds. You may request an export prior to termination or within 30 days thereafter (fees paid).

16. Limitation of Liability

To the maximum extent permitted by law, our aggregate liability arising out of or related to these Terms shall not exceed the amount you paid for the Service in the 12 months preceding the event giving rise to liability.

We will not be liable for indirect, incidental, special, consequential, or punitive damages, or loss of profits, revenue, data, or goodwill.

Carve-outs / super-caps. The foregoing cap does not apply to: (i) our IP indemnity obligations (§9A); (ii) breach of confidentiality; (iii) violations of data protection laws caused by our failure to comply with such laws; (iv) gross negligence or wilful misconduct; or (v) liability that cannot be excluded under law (including death/personal injury). For (i) and (iii), our liability is capped at the greater of the above cap or 2× the fees paid in the 12 months preceding the claim.
Nothing in this section excludes rights or remedies under the Australian Consumer Law that cannot be excluded.

17. “AS IS” and “AS AVAILABLE” Disclaimer

The Service is provided “AS IS” and “AS AVAILABLE” without warranties of any kind, to the extent permitted by law.

17A. Confidentiality

Each party will protect the other’s Confidential Information with at least reasonable care. Exceptions apply for information that is public without breach, known without restriction, independently developed, or rightfully received from a third party. Disclosures required by law are permitted with reasonable notice if legally allowed.

17B. International & Australian Compliance

We process Personal Data globally in compliance with applicable laws (Australia’s Privacy Act and APPs, GDPR/UK GDPR with appropriate transfer safeguards, and CCPA/CPRA). We comply with Australia’s NDB scheme and, where applicable, EU/UK breach-notification requirements.

18. Governing Law

Queensland, Australia law governs, excluding conflict-of-law rules. Your use may also be subject to other laws.

19. Disputes Resolution

Contact help@perswaydai.com to attempt informal resolution first.

20. United States Legal Compliance

You represent that you are not in an embargoed or sanctioned country and are not on any restricted party list.

20A. Payment, Trials, and Taxes

Fees, billing cycles, and plan features are described at https://www.perswaydai.com/plans or in your Order Form. Fees are due in advance and non-refundable except as expressly stated in these Terms, an Order Form, or as required by law. Prices are exclusive of taxes; you are responsible for taxes, duties, and withholdings. Subscriptions renew for successive terms unless cancelled before the then-current term ends.

21. Severability

If any provision is unenforceable, it will be modified to achieve its intent as closely as possible; the remainder stays in effect.

22. Waiver

Failure to enforce a provision is not a waiver of future enforcement.

23. Changes to These Terms of Service

We may modify these Terms as described in §3A. Continued use after the effective date constitutes acceptance.

24. Contact Us

Website: https://www.perswaydai.com
Email: help@perswaydai.com

24A. Enterprise Options: Zero-Retention & Regional Processing

Upon written request and subject to vendor capabilities, we can discuss options to minimise or eliminate AI vendor retention and/or constrain regional processing/hosting (e.g., regional options with vendors). See our forthcoming Sub-processors page for current capabilities and vendors.

Annex A — Sub-Processor Information (Summary)

Our authoritative, current list (with regions, retention, and training notes) is posted at: https://www.perswaydai.com/legal/subprocessors. Categories typically include: cloud hosting/platform, AI processing, email delivery, analytics, logging/monitoring, support/helpdesk, CDN/auth, and payments.

25. Survival

Survival. Sections §3A, §4–§4C, §6–§9A, §11–§17B, §20A, §21–§23, and any payment obligations accrued prior to termination survive termination.

26. Assignment

Assignment. You may not assign these Terms without our prior written consent, except to an Affiliate or in connection with a merger, acquisition, or sale of substantially all assets, provided you give notice. We may assign without restriction.

27. Force Majeure

Force Majeure. Neither party is liable for delays or failures due to events beyond its reasonable control (including internet failures, labour disputes, and acts of God), excluding payment obligations.

28. Publicity

Publicity. We may use your name and logo in customer lists and marketing materials, subject to your brand guidelines. You may opt out with notice.

29. Notices

Notices. Legal notices to Perswayd AI: help@perswaydai.com. Notices to you: the email in your account profile. Notices are deemed given on email transmission.

30. Beta Features & Trials

Beta Features & Trials. Beta or trial features are provided “as is”, may change or end at any time, and are excluded from SLAs and indemnities.

31. Governing Language
Governing Language. These Terms are in English; translations are for convenience only.