Business Subscription and Software Licence Agreement

Parties

This Business Subscription and Software Licence Agreement (Agreement) is between:

1. orgadmin.ai, contactable at [email protected] (Provider, we, us or our); and
2. the person or entity identified as the customer during sign-up, checkout, an order form, or other subscription process (Customer, you or your).

If an individual accepts this Agreement for an entity, that individual represents that they are at least 18 years old and have authority to bind the entity. The Service is offered for business and professional use, not personal, domestic, or household use.

You accept this Agreement by clicking to accept it, creating or using an account after being presented with it, signing an Order, or otherwise accessing the Service after its effective date. If you do not agree, do not access or use the Service.

Key Service Limitations

The following limitations are a material part of the Service and its pricing. They do not exclude any Non-Excludable Right.

1. Non-business-critical use. The Service is an administration, analysis, and development aid. It is not designed or licensed as a mission-critical system, safety-critical system, emergency service, system of record, regulated recordkeeping system, backup system, disaster-recovery system, or the only means of accessing or administering a Salesforce org.
2. No service level. Unless a signed Order expressly states otherwise, there is no uptime, availability, support-response, resolution-time, recovery-time, or recovery-point commitment. Interruptions and loss of functionality may occur.
3. Streamlined architecture. To keep fees low, the Service uses a deliberately streamlined architecture and operating model. We do not promise enterprise-grade redundancy, high availability, failover, disaster recovery, dedicated infrastructure, formal compliance certification, or 24/7 support unless expressly stated in a signed Order.
4. Customer-controlled Salesforce changes. Some features can deploy metadata or code, edit permissions, insert, update, merge or delete records, seed data, delete files, or otherwise change connected Salesforce orgs. You select the org, instruction, content, permissions, and timing and are responsible for reviewing and authorising the change.
5. AI-provider disclosure. AI features may send prompts and relevant Salesforce or workspace context to an AI provider selected or configured by you, or identified to you as part of an included AI allowance. That provider's terms, privacy practices, retention, security, location, model behaviour, and charges may apply.
6. No durable data-retention promise. The Service is not a durable archive. Unless a signed Order expressly states otherwise, we do not guarantee that any Customer Data will be retained for a minimum period, remain complete, or be recoverable. You must maintain source records, exports, version control, and backups appropriate to your needs.
7. Human review required. AI Output and automated findings can be incomplete, insecure, or wrong. You must independently review and test them before use, reliance, execution, or deployment.

1. Definitions

In this Agreement:

AI Input means prompts, questions, instructions, Customer Data, Salesforce metadata or record content, code, configuration, tool results, and other information submitted to or retrieved for an AI Feature.

AI Feature means a Service feature that uses a machine-learning or generative-AI model, including chat, generation, analysis, recommendations, classification, development assistance, or AI-enabled tool use.

AI Output means content or actions generated or recommended by an AI Feature, including text, findings, queries, code, configurations, deployment content, and tool instructions.

AI Provider means a third-party model or API provider used by an AI Feature, including a provider selected through a customer API key or account and a provider made available through an included usage allowance.

Authorised User means an individual whom Customer authorises to use the Service under Customer's subscription.

Customer Data means data, content, credentials, metadata, code, configuration, records, prompts, files, notes, learnings, and other material submitted to, stored in, transmitted through, or made accessible to the Service by or for Customer. Customer Data does not include Usage Data or Provider Technology.

Documentation means the user-facing help content and technical instructions we make available for the Service, as updated from time to time.

Fees means amounts payable to us for the Service, excluding charges payable directly to Salesforce, an AI Provider, or another third party.

Non-Excludable Right means a right, guarantee, condition, warranty, remedy, obligation, or liability imposed by law that cannot lawfully be excluded, restricted, or modified, including any applicable right under the Australian Consumer Law.

Order means an order form, online plan selection, checkout record, statement of work, or other document accepted by both parties that identifies a subscription, plan, quantity, term, or price.

Provider Technology means the Service, software, Documentation, designs, interfaces, systems, methods, templates, know-how, and other technology owned or licensed by us, excluding Customer Data.

Salesforce means services and technology supplied by Salesforce, Inc. or its affiliates.

Salesforce Change means any insertion, update, upsert, merge, deletion, deployment, permission change, metadata change, code execution, file operation, configuration change, or other action affecting a connected Salesforce org.

Service means the hosted orgadmin.ai application, related APIs and MCP capabilities, Documentation, and associated services included in Customer's subscription.

Subscription Details means the applicable Order and the plan, price, billing period, usage allowance, and other details shown to Customer at sign-up or checkout.

Usage Data means technical, operational, security, and usage information about operation of the Service that does not identify Customer or an individual except in aggregated or de-identified form. Audit logs and account-level usage records that identify Customer or an individual remain Customer Data or personal information, as applicable.

2. Agreement structure and order of precedence

2.1 This Agreement applies to every Order and all use of the Service by Customer and its Authorised Users.

2.2 If documents conflict, the following order applies, highest first:

1. a signed Order, but only where it expressly states that it overrides a specified part of this Agreement;
2. a signed data processing addendum or other signed special terms;
3. this Agreement;
4. the Subscription Details; and
5. the Documentation.

2.3 Our Privacy Policy explains how we handle personal information. It does not reduce any contractual commitment in this Agreement or any Non-Excludable Right.

2.4 Customer is responsible for ensuring that each Authorised User complies with this Agreement. A reference to Customer conduct includes conduct of an Authorised User acting through Customer's account.

3. Subscription and licence

3.1 Subject to payment of Fees and compliance with this Agreement, we grant Customer, during the subscription term, a limited, non-exclusive, non-transferable, non-sublicensable licence to permit its Authorised Users to access and use the Service and Documentation for Customer's internal business operations.

3.2 Customer may use the Service only within the plan limits and number of seats or usage allowances in the Subscription Details. Accounts are for named individuals and may not be shared, except for an expressly supported service account.

3.3 Customer must not, and must not allow anyone else to:

• sell, resell, sublicense, rent, lease, or provide the Service as a standalone service to a third party;
• copy, modify, translate, or create derivative works from Provider Technology except as law expressly permits;
• reverse engineer, decompile, disassemble, probe, scan, or test Provider Technology except as law expressly permits and after giving us reasonable prior notice where permitted;
• bypass access controls, usage limits, write gates, confirmations, role restrictions, or security measures;
• use the Service to build or train a competing product using non-public aspects of Provider Technology;
• access another customer's tenant or data without authorisation; or
• use the Service in breach of section 10.

3.4 No source-code licence is granted. All rights not expressly granted are reserved.

4. Service scope, non-critical use, and availability

4.1 The Service assists Salesforce teams to explore, analyse, document, develop, and perform selected actions against orgs they connect. Salesforce remains the system of record and the authoritative source for Salesforce data and configuration.

4.2 Customer must maintain a practical way to continue its business and administer Salesforce without the Service. Customer must not use unavailability of the Service as the only thing preventing it from meeting a legal, regulatory, safety, payroll, financial-close, customer-service, or other material deadline.

4.3 Unless a signed Order includes an express service level:

• the Service is supplied without a guaranteed uptime or availability percentage;
• maintenance may be planned or unplanned;
• support is provided on a reasonable-efforts basis without a guaranteed response or resolution time;
• there is no committed recovery time objective or recovery point objective; and
• credits or refunds do not arise merely because the Service or a feature is unavailable, subject to Non-Excludable Rights.

4.4 Service operation depends on third parties, including Salesforce, AI Providers, hosting, internet, identity, email, billing, and infrastructure providers. Their acts, omissions, outages, rate limits, API changes, regional restrictions, and discontinuation may affect the Service.

4.5 We may maintain, improve, correct, or change the Service. We will handle a materially detrimental reduction under section 18. We do not promise that every feature, integration, model, or third-party API will remain available.

4.6 The streamlined architecture and operating model described in the Key Service Limitations are part of the agreed Service scope and price. Nothing in this clause relieves us from using due care and skill where a Non-Excludable Right requires it or from meeting our express obligations under this Agreement.

5. Salesforce connections and changes

5.1 Customer represents and warrants that it has all authority, consents, permissions, and contractual rights needed to:

• connect each Salesforce org;
• provide and use the relevant OAuth credentials, Connected App, scopes, and integration user;
• allow the Service to access Customer Data in the org;
• authorise each Salesforce Change; and
• comply with its agreements with Salesforce and all applicable laws.

5.2 The Service uses the permissions of the connected Salesforce user and the roles and settings configured by Customer. Customer is responsible for choosing suitable scopes and permissions, maintaining least-privilege access, keeping credentials secure, promptly revoking unnecessary access, and controlling who may approve write operations.

5.3 Customer acknowledges that the Service includes both read-only functions and functions capable of making Salesforce Changes. Safeguards, confirmations, sandbox defaults, validation options, previews, audit logs, or role controls reduce risk but do not guarantee that a change is correct, complete, reversible, or harmless.

5.4 Before a Salesforce Change, Customer must, as appropriate to the risk:

• confirm the correct org and whether it is production or a sandbox;
• review the exact instruction, proposed content, affected records or components, permissions, and dependencies;
• use a sandbox, check-only validation, test run, preview, or small batch first;
• independently test AI Output, code, queries, mappings, masking, merge decisions, and deployment packages;
• maintain current Salesforce-native exports, backups, source control, or rollback materials; and
• obtain any internal approval required by Customer's change-management, security, privacy, or compliance policies.

5.5 Customer directs and authorises each Salesforce Change initiated by Customer or an Authorised User, including a change initiated through an approved AI or MCP tool. Customer is responsible for the business decision to make the change and for its consequences.

5.6 We do not warrant that Salesforce will accept a change, that a change can be rolled back, that deleted or merged data can be restored, or that a validation or preview will identify every dependency or consequence.

5.7 To the maximum extent permitted by law, we are not liable for a Salesforce Change or resulting loss to the extent caused by:

• Customer's instruction, selection, approval, configuration, data, code, mapping, credentials, or failure to review or test;
• Customer's use of AI Output;
• Salesforce behaviour, limits, defects, permissions, APIs, or third-party packages; or
• an unauthorised person using Customer credentials where the unauthorised use was not caused by our breach of this Agreement.

This clause does not exclude liability to the extent loss is directly caused by our breach of this Agreement, negligence, wilful misconduct, or infringement of a Non-Excludable Right. Any remaining liability is subject to section 15.

6. AI Features and AI Providers

6.1 AI Features may process AI Input through an AI Provider. AI Input may include Salesforce metadata, source code, configuration, record content returned by an authorised tool, workspace notes, business terminology, prior messages, and other context needed for the requested feature.

6.2 Customer authorises us to transmit AI Input to either (a) the AI Provider Customer selects or configures or (b) an AI Provider we identify to Customer for an included AI allowance, and to receive and process AI Output. Customer is responsible for telling Authorised Users what information they may submit and for ensuring that the transmission is lawful and permitted by Customer's contracts and policies.

6.3 Customer must not submit personal information, health information, financial information, credentials, secrets, regulated data, export-controlled data, or third-party confidential information to an AI Feature unless Customer has:

• assessed the selected AI Provider's current terms, privacy practices, security, retention, training, subprocessors, and processing locations;
• determined that the submission is lawful and appropriate;
• obtained all required notices, consents, and permissions; and
• applied any necessary masking, minimisation, or other controls.

6.4 Customer-selected provider. Where Customer or an Authorised User selects an AI Provider or supplies an API key, endpoint, model, or third-party account:

• Customer directs us to use that provider and configuration;
• the AI Provider supplies its service to Customer under its own terms;
• Customer is responsible for the provider account, credentials, model choice, spending limits, charges, quotas, and compliance settings;
• requests, including failed, cancelled, retried, or partial requests, may incur third-party charges or consume tokens; and
• the AI Provider is not our agent, partner, or representative merely because the Service connects to it.

6.5 Included AI allowance. Where a subscription includes platform-funded AI usage, we may select and change the available AI Provider or model. We will identify the material provider arrangement in the Service, Privacy Policy, or an applicable subprocessor notice. Our handling of personal information remains subject to applicable law and our Privacy Policy.

6.6 We do not control an AI Provider's independent terms, model changes, training practices, retention, security, locations, availability, rate limits, content filters, output, or use of AI Input. To the maximum extent permitted by law, we are not liable for a customer-selected AI Provider's act or omission or for information Customer directs us to share with that provider, except to the extent loss is directly caused by us:

• sending AI Input to a provider materially different from the provider Customer selected;
• failing to protect a stored provider credential in breach of this Agreement or applicable law; or
• otherwise breaching our express obligations in processing the AI Input.

Any remaining liability is subject to section 15.

6.7 AI Output is probabilistic and may be inaccurate, incomplete, outdated, insecure, biased, offensive, non-unique, or unsuitable. It may include code or instructions that fail, create security vulnerabilities, infringe rights, expose data, or make unintended Salesforce Changes.

6.8 Customer must use qualified human review and independent testing before relying on AI Output. AI Output is not legal, financial, tax, accounting, security, compliance, employment, or other professional advice, and the Service is not a substitute for a suitably qualified professional.

6.9 We do not represent that AI Output is correct, fit for Customer's purpose, free from third-party claims, or eligible for intellectual-property protection. Customer's rights to use AI Output may also be affected by the selected AI Provider's terms and applicable law.

7. Customer Data, privacy, and confidentiality

7.1 As between the parties, Customer retains its rights in Customer Data. Customer grants us and our authorised subcontractors a non-exclusive, worldwide, royalty-free licence during the term to host, copy, transmit, process, display, and otherwise use Customer Data only as reasonably necessary to:

• supply, secure, support, and improve the Service;
• carry out Customer instructions;
• prevent fraud, abuse, and security incidents;
• comply with law; and
• create Usage Data in accordance with section 7.8.

7.2 Customer represents and warrants that it has all rights, notices, consents, permissions, and lawful bases needed for us and our authorised subcontractors to process Customer Data as contemplated by this Agreement.

7.3 Each party must comply with privacy and data-protection laws applicable to its own activities. Our Privacy Policy describes our collection, use, disclosure, storage, and deletion of personal information. If the parties need a data processing addendum for particular laws or Customer requirements, it applies only when signed by both parties.

7.4 Each party receiving the other party's non-public information (Confidential Information) must:

• use it only to perform or receive the Service or exercise rights under this Agreement;
• protect it using at least reasonable care and no less care than it uses for its own similar information; and
• disclose it only to personnel, professional advisers, and subcontractors who need to know it and are bound by confidentiality obligations.

7.5 Confidential Information does not include information that the recipient can demonstrate:

• is or becomes public without breach of this Agreement;
• was lawfully known without restriction before disclosure;
• is received lawfully from a third party without a confidentiality duty; or
• is independently developed without use of the discloser's Confidential Information.

7.6 A recipient may disclose Confidential Information where required by law, after giving notice where lawful and reasonably practicable and taking reasonable steps to limit the disclosure.

7.7 A disclosure of Customer Data expressly authorised under sections 6 or 13 is not a breach of confidentiality, but we remain responsible for complying with our express obligations and applicable law when making that disclosure.

7.8 We may generate and use aggregated or de-identified Usage Data for security, operations, capacity planning, analytics, and improvement, provided it does not reasonably identify Customer, an Authorised User, or another individual. We will not attempt to re-identify de-identified Usage Data except to test and improve de-identification or as required by law.

7.9 We do not use Customer Data to train a foundation model owned by us. This statement does not describe or override an AI Provider's practices, which are addressed in section 6.

8. Data storage, retention, backup, and deletion

8.1 Customer acknowledges that the Service stores some Customer Data to operate efficiently but is not a complete or authoritative copy of Customer's Salesforce org. Some views query Salesforce live; some metadata or findings may be cached or replaced on refresh; some files and work data may be temporary; and some records may be retained for audit, security, billing, legal, or workspace-continuity purposes.

8.2 Unless a signed Order expressly states otherwise:

• no category of Customer Data has a guaranteed minimum retention period;
• cached metadata is not version history and does not provide rollback;
• the Service has no committed backup frequency, restore service, recovery point, or recovery time for Customer Data;
• file-export or “backup” features create an export for Customer to download and do not make the Service a permanent archive or comprehensive Salesforce backup product;
• deletion, corruption, failed synchronisation, refresh, third-party changes, or an outage may make Customer Data unavailable or unrecoverable; and
• we are not obliged to recreate Customer Data from Salesforce or another source.

8.3 Customer is responsible for maintaining independent, current, tested copies of all data, configuration, code, files, secrets, and materials it needs. Customer should use Salesforce-native export or backup functions, source control, and another dedicated backup solution appropriate to its risk.

8.4 Customer should export any Customer Data it wants to retain before disconnecting an org, deleting an account or workspace, cancelling a subscription, or allowing a subscription to end. Export functionality may differ by data type, and Customer must not assume all Customer Data is exportable.

8.5 When Customer directs us to disconnect an org or delete an account or workspace, deletion and revocation processes may begin immediately and may not be reversible. Workspace content created by an individual may remain with the workspace where the customer account continues, as described in the Privacy Policy and Documentation.

8.6 After termination or expiry, and subject to applicable law, we may delete Customer Data without a post-termination recovery period. Residual copies may remain temporarily in logs, backups, or systems until overwritten or deleted in the ordinary course, but will remain protected under this Agreement while held.

8.7 We will not intentionally delete active Customer Data solely to avoid our obligations under this Agreement. If we terminate for convenience, we will provide the notice in section 17.4 and, where reasonably practicable, an opportunity to use then-available export features before termination.

8.8 Any commitment to a particular retention, backup, export, deletion, legal hold, residency, or recovery process must be stated in a signed Order or data processing addendum.

9. Security, credentials, and support

9.1 We will use reasonable administrative, technical, and organisational measures appropriate to the nature of the Service and the information we hold. No online service is completely secure, and we do not warrant that unauthorised access, loss, or a security incident will never occur.

9.2 Customer is responsible for:

• using unique accounts and strong authentication;
• enabling available multi-factor authentication and Salesforce security controls;
• keeping passwords, API keys, tokens, recovery codes, and Connected App secrets confidential;
• promptly removing access for people who no longer require it;
• configuring roles, permissions, scopes, IP restrictions, session policies, and spending limits appropriately;
• protecting devices and networks used to access the Service; and
• notifying us promptly of suspected compromise or unauthorised use.

9.3 Customer must not include credentials or secrets in prompts, support messages, feedback, source code, screenshots, or logs unless the relevant feature expressly requests them through a designated secure field.

9.4 We may take reasonable steps to contain and investigate a suspected security incident. We will provide notices required by applicable law. Unless a signed Order states otherwise, we do not provide a contractual incident-notification time shorter than the period required by law.

9.5 Current security controls may be described in the Documentation or on our Security page. A marketing statement is not a certification, warranty, or service level unless this Agreement or a signed Order expressly says it is.

9.6 Support is available through [email protected]. Support does not include Salesforce administration, data restoration, professional services, guaranteed response times, or emergency support unless a signed Order says otherwise.

10. Acceptable use

10.1 Customer must not use the Service to:

• break any law, regulation, court order, contract, privacy obligation, or third-party right;
• access, alter, disclose, or delete a Salesforce org or data without authority;
• transmit malware, destructive code, unlawful content, or material that infringes intellectual-property, confidentiality, privacy, or other rights;
• facilitate discrimination, deception, harassment, surveillance, or decisions prohibited by law;
• probe, disrupt, overload, or evade restrictions in the Service, Salesforce, an AI Provider, or another system;
• generate excessive automated traffic or use the Service in a way that threatens availability, security, or another customer;
• use AI Output without the review required by section 6; or
• represent that the Service or AI Output is affiliated with, endorsed by, or supplied by Salesforce, Inc.

10.2 If we reasonably believe Customer's use creates a security, legal, operational, or third-party risk, we may take the proportionate steps described in section 17, including limiting the affected feature while the issue is investigated.

11. Fees, billing, trials, and taxes

11.1 Customer must pay the Fees and applicable taxes in the Subscription Details. Unless stated otherwise, prices are in Australian dollars and exclude GST.

11.2 A subscription renews for successive periods matching the current billing period until cancelled. Customer may cancel at any time, effective at the end of the then-current paid period. We will not charge a cancellation fee.

11.3 Fees are charged in advance and are non-refundable except where this Agreement, a signed Order, or a Non-Excludable Right requires a refund. Cancellation does not retrospectively refund a partly used billing period.

11.4 Customer authorises us and our payment processor to charge the chosen payment method for recurring Fees, taxes, and authorised plan changes. Customer must keep billing information current.

11.5 If payment is overdue, we may give notice and suspend paid access if payment remains overdue for at least 7 days after notice. We will restore access within a reasonable time after cleared payment, unless the Agreement has terminated.

11.6 A trial may be limited, changed, or withdrawn before a paid subscription begins. We will not charge Customer after a no-payment-details trial unless Customer separately authorises a paid subscription. Trial and free use remain subject to this Agreement.

11.7 Fees do not include charges from Salesforce, a customer-selected AI Provider, an internet provider, or another third party. Customer pays those charges directly. AI requests can consume tokens or incur charges even when a request fails, is cancelled, or produces unusable output.

12. Intellectual property and feedback

12.1 We and our licensors own Provider Technology and all related intellectual-property rights. No ownership transfers to Customer.

12.2 Customer owns Customer Data as between the parties. Subject to AI Provider terms and applicable law, we do not claim ownership of Customer-specific AI Output merely because it was generated through the Service.

12.3 AI Output may not be unique. Other users may receive similar output, and Customer receives no right in another customer's data or output.

12.4 If Customer provides feedback, suggestions, or ideas about the Service, Customer grants us a perpetual, irrevocable, worldwide, royalty-free right to use them without restriction or payment, provided we do not publicly identify Customer as the source without permission.

12.5 The Service may include open-source or third-party software governed by its own licence. That licence applies to the relevant component to the extent of any conflict with this Agreement.

12.6 orgadmin.ai is an independent product and is not affiliated with, endorsed by, or sponsored by Salesforce, Inc. Salesforce, Agentforce, Einstein, and related marks are trademarks of Salesforce, Inc. or its affiliates.

13. Third-party services and integrations

13.1 Customer may direct the Service to connect to Salesforce, an AI Provider, an identity provider, an MCP client, or another third-party service. Customer authorises us to exchange Customer Data with that service as needed to carry out Customer's instruction.

13.2 Third-party services are supplied under separate terms between Customer and the third party. We do not control and are not responsible for their products, terms, pricing, data practices, security, availability, changes, or support.

13.3 We may disable or modify an integration where the third party changes or withdraws its API, where continued use may infringe law or third-party rights, or where reasonably necessary for security or operation. Section 18 applies if this causes a materially detrimental reduction to the paid Service as a whole.

13.4 To the maximum extent permitted by law, we are not liable for loss caused by a third-party service, except to the extent the loss is directly caused by our breach of this Agreement, negligence, or wilful misconduct. Any remaining liability is subject to section 15.

14. Warranties and disclaimers

14.1 Each party warrants that it has authority to enter into this Agreement.

14.2 We will supply the Service substantially as described in the applicable Subscription Details and will not knowingly introduce malicious code into the Service.

14.3 Except for an express warranty in this Agreement and any Non-Excludable Right, the Service, Documentation, AI Features, AI Output, integrations, and all related material are supplied “as is” and “as available.” To the maximum extent permitted by law, we exclude all implied warranties, conditions, guarantees, representations, and terms, including uninterrupted or error-free operation, completeness, accuracy, currency, security, merchantability, acceptable quality, fitness for a particular purpose, non-infringement, data retention, and recoverability.

14.4 We do not warrant that:

• the Service will meet Customer's requirements or internal policies;
• every error, vulnerability, dependency, permission, security issue, or technical debt item will be found;
• AI Output, generated code, queries, analysis, or recommendations will be correct or safe;
• a Salesforce Change will succeed or can be reversed;
• Customer Data will never be lost, altered, delayed, or unavailable; or
• the Service satisfies a certification, audit framework, regulated-industry requirement, or procurement standard not expressly identified in a signed Order.

14.5 Customer has evaluated the Service's disclosed scope and limitations and has not relied on a statement not expressly included in this Agreement or a signed Order. This clause does not exclude liability for misleading or deceptive conduct or another Non-Excludable Right.

15. Liability

15.1 Non-Excludable Rights. Nothing in this Agreement excludes, restricts, or modifies a Non-Excludable Right.

15.2 Australian Consumer Law remedy. Where the Australian Consumer Law applies and permits us to limit a remedy for failure to comply with a consumer guarantee for services not ordinarily acquired for personal, domestic, or household use or consumption, our liability is limited, at our option, to:

• supplying the affected services again; or
• paying the reasonable cost of having the affected services supplied again.

This limitation applies only where it is fair and reasonable and otherwise lawful.

15.3 Excluded loss. Subject to sections 15.1 and 15.2 and to the maximum extent permitted by law, neither party is liable to the other for indirect, consequential, special, exemplary, or punitive loss, or for loss of profit, revenue, anticipated savings, opportunity, goodwill, reputation, or business interruption, whether direct or indirect.

15.4 Subject to sections 15.1 and 15.2 and to the maximum extent permitted by law, we are not liable for loss of, corruption of, or inability to recover data; the cost of recreating data; or loss arising from a Salesforce Change, AI Output, customer-selected AI Provider, Salesforce, or another third-party service, except to the extent the loss is directly caused by our breach of this Agreement, negligence, or wilful misconduct.

15.5 Aggregate cap. Subject to sections 15.1, 15.2, and 15.7, each party's total aggregate liability arising out of or in connection with this Agreement, under any cause of action and across all events, is limited to the greater of:

• the Fees paid or payable to us by Customer for the Service during the 12 months immediately before the first event giving rise to liability; and
• A$100.

Liability arising from related events is treated as arising from the first event.

15.6 The liability allocation reflects the Service's low Fees, non-critical purpose, and the parties' ability to control and insure their own risks. Customer may request different limits under a separately priced and signed Order, but we are not obliged to offer them.

15.7 The cap in section 15.5 does not apply to:

• Fees and taxes properly payable by Customer;
• a party's fraud or wilful misconduct; or
• liability that cannot lawfully be limited.

15.8 Each party must take reasonable steps to mitigate loss. A party's liability is reduced to the extent the other party's act, omission, breach, negligence, or failure to mitigate caused or contributed to the loss.

15.9 A claim must be brought within the period permitted by applicable law. Nothing in this Agreement shortens a statutory limitation period where doing so would be unlawful.

16. Customer indemnity

16.1 Customer indemnifies us and our officers, employees, and contractors against a third-party claim, and reasonable external costs finally awarded or agreed in settlement, to the extent caused by:

• Customer Data infringing the third party's intellectual-property, privacy, confidentiality, or other rights;
• Customer connecting, accessing, or changing a Salesforce org without authority;
• Customer's unlawful use of the Service or material breach of section 10; or
• Customer directing disclosure of information to a customer-selected AI Provider without required authority, notice, or consent.

16.2 The indemnity does not apply to the extent a claim is caused by our breach of this Agreement, negligence, wilful misconduct, unauthorised modification of Customer Data, or use of Customer Data outside the licence in section 7.1.

16.3 We must give Customer prompt notice of an indemnified claim, allow Customer reasonable control of the defence with competent counsel, and provide reasonable cooperation at Customer's cost. Customer may not settle a claim in a way that admits fault by us, imposes an obligation on us, or fails to fully release us, without our prior written consent, not to be unreasonably withheld.

16.4 Section 15 applies to liability under this section except to the extent section 15.7 says otherwise.

17. Term, suspension, and termination

17.1 This Agreement starts when Customer first accepts it and continues until all subscriptions and Orders have ended.

17.2 Customer may cancel a subscription as described in section 11.2. Customer may also terminate this Agreement immediately if we commit a material breach and fail to remedy it within 14 days after receiving written notice describing the breach.

17.3 We may suspend only the affected account, user, integration, feature, or access, to the extent reasonably practicable, where we reasonably believe suspension is necessary to:

• address a security incident, compromised credential, or credible threat;
• prevent unlawful, unauthorised, fraudulent, or abusive use;
• protect the Service, another customer, Salesforce, an AI Provider, or a third party from material harm;
• comply with law or a binding third-party requirement;
• address Fees overdue after the notice period in section 11.5; or
• address Customer's material breach of this Agreement.

We will give prior notice where reasonably practicable, explain the general reason unless prohibited by law or security needs, and restore access when the reason is resolved.

17.4 We may terminate for convenience by giving at least 30 days' notice. If termination takes effect before the end of a prepaid period, we will refund the pro-rata unused Fees for that period. We may terminate immediately for an unremedied material breach after 14 days' written notice, or immediately where the breach cannot be remedied, continued supply would be unlawful, or urgent action is reasonably necessary to prevent material harm.

17.5 On termination or expiry:

• Customer's licence and access end;
• unpaid Fees accrued to the termination date remain payable;
• Customer must stop using Provider Technology;
• sections intended by their nature to survive will survive, including sections 7, 8, 12, 15, 16, 17.5, 19, and 20; and
• Customer Data is handled under section 8 and the Privacy Policy.

18. Changes to the Service or Agreement

18.1 We may make changes that do not materially reduce Customer's rights or the paid Service, including corrections, clarifications, feature improvements, security changes, or changes required for law or third-party platforms.

18.2 For a change that materially reduces Customer's rights or paid functionality, or materially increases Customer's obligations, we will give at least 30 days' notice where reasonably practicable. The change will take effect at Customer's next renewal after the notice period unless an earlier change is reasonably necessary for law or an urgent security issue.

18.3 If Customer does not agree to a materially detrimental change, Customer may cancel before it takes effect. If an urgent change takes effect during a prepaid period and materially reduces the paid Service as a whole, Customer may terminate within 30 days after notice and receive a pro-rata refund of unused Fees.

18.4 Continued use after a change takes effect constitutes acceptance only where Customer received reasonable notice and a meaningful opportunity to review the change. We may require express re-acceptance for a material change.

18.5 A Fee increase applies no earlier than the next renewal after reasonable advance notice. Customer may cancel before renewal without penalty.

19. Disputes and complaints

19.1 A party claiming a dispute must give written notice describing the issue and desired outcome. A representative of each party with authority to resolve the dispute must try in good faith to resolve it within 15 business days.

19.2 If unresolved, either party may propose mediation before a mediator agreed by the parties or, failing agreement within 10 business days, nominated by the Resolution Institute. Mediation may be conducted online or, if a party requires it to be in person, in the capital city of the State or Territory whose law governs this Agreement under section 20.12. Mediation is voluntary unless applicable law requires it.

19.3 Nothing prevents a party from seeking urgent interlocutory or injunctive relief, exercising a Non-Excludable Right, making a complaint to a regulator, or commencing proceedings before a limitation period expires.

19.4 Privacy complaints may be made to [email protected]. We will handle them in accordance with the Privacy Policy and applicable law.

20. General

20.1 Notices. Formal notices to us must be given by email to [email protected]. Formal notices to Customer must be given to the contact in the applicable Order or, if there is none, to the email address of an account administrator. Operational notices may be given through the Service or by email to an account administrator. A notice is received when delivered, except an email received after 5 pm at the recipient's location is treated as received on the next business day. This section does not affect a method of service required or permitted by law.

20.2 Assignment. Neither party may assign this Agreement without the other's prior written consent, not to be unreasonably withheld or delayed. We may assign it as part of a genuine merger, restructure, financing, or sale of all or substantially all of the relevant business if the assignee assumes our obligations and the assignment does not materially reduce Customer's rights. We will give reasonable notice.

20.3 Subcontractors. We may use subcontractors to supply the Service. We remain responsible for our obligations under this Agreement, subject to its terms. Third-party services separately selected and contracted by Customer are addressed in sections 6 and 13.

20.4 Force majeure. Neither party is liable for delay or failure caused by an event beyond its reasonable control, excluding Customer's obligation to pay amounts already due. The affected party must take reasonable steps to reduce the impact and resume performance. If the event materially prevents the Service for more than 30 consecutive days, either party may terminate the affected Order, and we will refund pro-rata unused prepaid Fees.

20.5 Relationship. The parties are independent contractors. This Agreement does not create employment, agency, partnership, fiduciary, franchise, or joint-venture relationship.

20.6 Entire agreement. This Agreement and the documents listed in section 2 are the entire agreement about the Service and replace earlier discussions or representations about that subject. This does not exclude liability for fraud, misleading or deceptive conduct, or another Non-Excludable Right.

20.7 Severability. If a provision is invalid or unenforceable, it is read down to the minimum extent necessary and, if it cannot be read down, severed. The remaining provisions continue.

20.8 Waiver. A waiver must be in writing and applies only to the specific instance. Delay in exercising a right is not a waiver.

20.9 No third-party beneficiaries. Except for a person expressly indemnified under section 16, this Agreement does not confer a right on a third party.

20.10 Electronic contracting. The parties agree that this Agreement, Orders, notices, and acceptance may be created, signed, and stored electronically.

20.11 Interpretation. “Including” means “including without limitation.” A singular word includes the plural and vice versa. Headings aid reading and do not limit interpretation. No rule of construction applies against a party merely because it drafted a provision.

20.12 Governing law. This Agreement is governed by the laws of New South Wales, Australia. Each party submits to the courts of that State or Territory and the Commonwealth courts with jurisdiction there, subject to any right to bring a claim elsewhere that cannot lawfully be excluded.

Provider contact details

Provider: orgadmin.ai
Support: [email protected]
Legal notices: [email protected]
Privacy enquiries and complaints: [email protected]

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End of Agreement.