Terms of Service

These Terms of Service (“Terms”) govern access to and use of the Polinate PTY LTD (“Polinate”, “we”, “us”) software-as-a-service platform, APIs, developer tools, web and mobile interfaces, automations, and AI agents (collectively, the “Services”). These Terms form a binding agreement between Polinate and the entity or individual accepting them (“you”, “Customer”, or the “Organisation”). Order of precedence: if you have a signed Master Services Agreement, Order Form, or Data Protection Addendum with Polinate (together, an “MSA”), that MSA prevails over these Terms to the extent of conflict; otherwise these Terms control. By creating an account, integrating systems, or using any part of the Services, you represent that you have authority to bind your Organisation and you accept these Terms. If you do not agree, you must not use the Services.

“Account” means your tenant on the Services. “Affiliate” means an entity controlling, controlled by, or under common control with a party. “Customer Data” means data submitted to or collected by the Services from or for you (including uploads, emails, messages, documents, order/invoice data, ERP records, logs, and configurations). “Documentation” means Polinate’s published specs, API docs, and user guides. “Output” means content or results produced by the Services (including AI-generated classifications or extracted order lines) based on Customer Data or prompts. “Personal Information” has the meaning under the Privacy Act 1988 (Cth) and, where applicable, GDPR/UK GDPR/US state laws. “Subprocessor” means a third party engaged by Polinate to process Customer Data. “User” means any person you authorise to access your Account, including employees, contractors, franchisees, and agents.

The Services are for business use. You must be of legal capacity to contract in your jurisdiction and authorised to bind your Organisation. You must provide accurate information during sign-up and keep it current. You are responsible for all activities under your Accounts and for implementing appropriate identity and access management (e.g., strong passwords, SSO, MFA where supported). You must promptly notify Polinate of actual or suspected unauthorised access or compromise.

Subject to these Terms and timely payment of any applicable fees, Polinate grants you a limited, revocable, non-exclusive, non-transferable licence to access and use the Services during your subscription solely for your internal business purposes. Except to the extent not permitted by law, you must not (and must not permit others to): (i) copy, modify, translate, or create derivative works of the Services; (ii) reverse engineer, decompile, or disassemble any component; (iii) remove or alter proprietary notices; (iv) use the Services to provide a competing product or service, or to benchmark beyond internal evaluation; (v) rent, lease, time-share, or otherwise make the Services available to unauthorised third parties; or (vi) circumvent technical protections, quotas, or rate limits.

You are responsible for: (a) the accuracy, quality, and legality of Customer Data; (b) obtaining all necessary consents and permissions for routing emails, documents, ERP records, telephony transcripts, and other inputs to the Services; (c) configurations you select (including role permissions, confidence thresholds, routing rules, and integration scopes); (d) protecting credentials, API keys, service accounts, and webhooks; and (e) complying with all applicable laws (privacy, competition/consumer, telecoms/spam, financial recordkeeping, export controls, sanctions). You retain ownership of Customer Data. You grant Polinate a limited licence to host, process, transmit, display, and analyse Customer Data solely to provide, secure, support, and improve the Services for your tenancy, and as otherwise described in the Privacy Policy and any applicable MSA.

You must not use the Services to: (1) engage in unlawful activity; (2) upload, process, or generate content that infringes IP, privacy, publicity, or other rights; (3) probe, scan, or test the vulnerability of any system or network without explicit written permission; (4) introduce malware or interfere with the integrity or performance of the Services; (5) access data not intended for you; (6) send unsolicited or deceptive communications in violation of applicable anti-spam, telemarketing, or telecoms rules; (7) submit regulated/sensitive data (e.g., cardholder data, health records, government identifiers, biometric templates, children’s data) unless expressly permitted in writing and configured with appropriate safeguards; or (8) bypass or disable security features, quotas, or rate limits. Polinate may investigate suspected violations and may suspend or terminate access for material or repeated breaches.

The Services include AI agents that transform unstructured inputs (emails, PDFs, images, SMS, phone transcripts) into structured artefacts (e.g., order lines) and workflow actions. AI can be fallible; it may occasionally misclassify or extract incorrectly. You are responsible for configuring review/approval steps, confidence thresholds, and exception handling appropriate for your risk profile. The Services are not designed for life-critical, safety-of-life, or medical uses. Output: As between the parties, to the extent permitted by law, you may use Output generated from your Customer Data for your lawful business purposes. You acknowledge Output may depend on the quality of inputs and your configurations. You must not misrepresent machine-generated content as human-authored where doing so would violate applicable law or industry rules.

You may connect third-party services (e.g., ERPs like Pronto, accounting platforms, Gmail/Outlook, SMS/voice carriers). Your use of such services is governed by their terms and privacy notices. Polinate is not responsible for third-party outages, API changes, rate limits, data handling, or security practices of third parties. By enabling an integration, you instruct Polinate to exchange data with that service to the extent configured. You are responsible for scopes, filters (e.g., mailbox label routing), and authorisations you grant.

Polinate’s Privacy Policy forms part of these Terms and describes how Personal Information is handled, including cross-border processing and Notifiable Data Breaches (Australia) or other mandated notices. Polinate implements technical and organisational measures appropriate to the risk (e.g., encryption in transit/at rest, access controls, logging/monitoring, vulnerability management, backups, and incident response). Polinate may engage vetted Subprocessors (hosting, messaging, observability, support tooling) and remains responsible for their performance. A current list of material Subprocessors or method to obtain it may be provided via our trust portal or upon request, with notice of material changes where required by an applicable MSA.

Polinate aims to provide high availability and timely support. If an SLA applies (e.g., under an MSA or posted schedule), Polinate will use commercially reasonable efforts to meet those targets. Scheduled maintenance windows will be communicated in advance where practicable, and emergency maintenance may occur as needed to protect security and stability. Third-party outages (e.g., cloud providers, email/SMS carriers, ERP APIs) and force majeure events are excluded from availability calculations unless expressly stated otherwise.

Your use of APIs and automations must comply with published documentation, authentication requirements, pagination rules, and rate limits. Polinate may enforce or adjust rate limits and quotas to protect platform stability. Excessive or abusive traffic (e.g., uncontrolled polling, high-volume retries, or inefficient queries) may result in throttling or temporary suspension of the offending keys or endpoints after reasonable notice where practicable.

Polinate may offer optional beta or preview features identified as such. These are provided “as is”, may be withdrawn at any time, and may be subject to additional terms. You acknowledge beta features may be less reliable or incomplete and should not be used for production-critical workflows without appropriate safeguards.

If you purchase paid Services, fees and billing terms are as set out in the applicable Order Form, pricing page, or MSA. Unless stated otherwise, fees are exclusive of GST and other taxes. You are responsible for applicable taxes, except taxes based on Polinate’s income. Late amounts may accrue interest or result in suspension after notice. Disputes must be raised in writing within the timeframe specified in the applicable commercial terms; undisputed amounts remain payable.

Each party may receive non-public information from the other that is marked confidential or would reasonably be considered confidential (“Confidential Information”). The receiving party must use such information only for the purposes of these Terms, protect it with at least reasonable care, and disclose it only to personnel, Affiliates, or advisors with a need to know who are bound by confidentiality obligations. Obligations do not apply to information that is public, independently developed without use of the discloser’s information, or lawfully obtained from a third party without duty of confidence. If required by law to disclose, the receiving party will provide prompt notice (where lawful) and cooperate to limit disclosure.

Polinate and its licensors own all right, title, and interest in and to the Services, Documentation, and underlying technology (“Polinate IP”). No rights are granted except as expressly stated. You own your Customer Data. You grant Polinate a perpetual, irrevocable, worldwide, royalty-free licence to use any feedback, ideas, or suggestions you provide about the Services without restriction. Open-source and third-party components included in the Services are licensed to you under their respective licences; to the extent required, those terms will control for those components.

Polinate may suspend or restrict access (limited to the affected portion where feasible) if: (a) you materially breach these Terms or applicable laws; (b) your use poses a security, legal, or operational risk; (c) payments are overdue beyond any stated grace period; or (d) required by law or by a provider (e.g., a carrier or cloud host). Polinate will provide notice of suspension where practicable and will restore access when the underlying issue is resolved.

Polinate warrants that it will provide the Services with due skill and care. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS OR AN APPLICABLE MSA, THE SERVICES AND ALL OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE”. POLINATE DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW. NOTHING HEREIN EXCLUDES NON-EXCLUDABLE STATUTORY GUARANTEES (E.G., UNDER THE AUSTRALIAN CONSUMER LAW).

You will defend, indemnify, and hold harmless Polinate, its Affiliates, officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to: (i) Customer Data; (ii) your breach of these Terms or applicable law; (iii) your misuse of the Services; or (iv) your integrations or configurations (including scopes and routing rules). If your Organisation has an MSA with an IP infringement indemnity from Polinate, that clause governs for covered claims and supersedes this section to the extent of conflict.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY. SUBJECT TO NON-EXCLUDABLE RIGHTS, POLINATE’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES IN ANY 12-MONTH PERIOD IS LIMITED TO THE AMOUNTS PAID OR PAYABLE BY YOU TO POLINATE FOR THE SERVICES IN THAT PERIOD. THE ABOVE LIMITATIONS DO NOT APPLY TO LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED BY LAW (INCLUDING FRAUD OR WILFUL MISCONDUCT), AND ANY SPECIFIC CARVE-OUTS IN A SIGNED MSA WILL PREVAIL.

During your active term, you may export Customer Data via available tools and APIs, subject to technical limits. Upon termination or expiry, Polinate will make a final export available for a limited window and then delete or de-identify Customer Data from active systems in accordance with the Privacy Policy and any applicable MSA. Backup media are purged by rotation on a schedule. Polinate may retain records as required by law, to resolve disputes, and to enforce agreements.

These Terms commence on the earlier of your first access or acceptance and continue until your Account is closed or your subscription ends. Either party may terminate for material breach not cured within thirty (30) days after written notice. Upon termination, your right to access the Services ceases. Sections that by their nature should survive (including confidentiality, IP, fees accrued, disclaimers, limitations of liability, governing law, dispute resolution, and data handling obligations) will survive.

These Terms are governed by the laws of the State of Queensland, Australia, without regard to conflict-of-laws rules. The parties will seek to resolve disputes through good-faith discussions between senior representatives. If unresolved within a reasonable period, the parties submit to the exclusive jurisdiction of the courts located in Brisbane, Queensland, Australia. Nothing prevents a party from seeking urgent injunctive relief in any competent court.

Polinate may improve, modify, or discontinue features provided such changes do not materially degrade the core functionality of the Services without notice. Polinate may update these Terms to reflect legal, technical, or business changes. Material changes will be notified via the Service or email and will take effect prospectively on the stated effective date. Your continued use after the effective date constitutes acceptance of the updated Terms.

Polinate may provide notices via in-product prompts, dashboards, admin email addresses, or other reasonable means. You consent to receive electronic notices. Formal legal notices to Polinate must be sent to the physical or email address listed on our legal/trust page, marked “Attention: Legal”. You must keep your admin and billing contacts updated.

Assignment: You may not assign or transfer these Terms without Polinate’s prior written consent, except to a successor in connection with merger, reorganisation, or sale of substantially all assets, provided you give prompt notice; Polinate may assign to an Affiliate or successor. Force Majeure: Neither party is liable for delay or failure caused by events beyond reasonable control (e.g., natural disasters, acts of government, strikes, internet/carrier failures), provided the affected party uses reasonable efforts to mitigate. Severability: If any provision is held unenforceable, the remainder remains in effect; the provision will be enforced to the maximum extent permissible. Waiver: A failure to enforce a right is not a waiver of it. Entire Agreement: These Terms, the Privacy Policy, any posted policies referenced herein, Documentation, and any applicable MSA constitute the entire agreement for your use of the Services.