These Terms of Service (“Terms”) are an agreement between Cadie Pty Ltd (“Cadie”, “we”, “our”, “us”) and the organisation that signs up for or uses the Service (“you”). If you accept these Terms on behalf of an organisation, you confirm you’re authorised to do so.
If your organisation has signed a separate agreement with Cadie, such as a Master Services Agreement with its Schedules, that agreement prevails over these Terms to the extent of any inconsistency.
These Terms should be read with our Privacy Policy and our AI Governance Framework, which describe how we handle personal information and govern our use of AI. Our AI Security Policy is available to customers under confidentiality.
Cadie provides the Cadie Subscription, a software-as-a-service platform that helps organisations manage governance, risk and compliance, including AI-generated recommendations, summaries, reports and insights (the “Service”). Subject to these Terms and payment of any applicable fees, we grant you a limited, non-transferable, non-exclusive right for your authorised users to access and use the Service for your internal business purposes during your subscription term.
If you’re using the Service under a free trial, section 3 also applies and takes priority over anything in these Terms that’s inconsistent with it.
If you sign up for a free trial of the Service (a “Trial”), the following applies in addition to, and where inconsistent takes priority over, the rest of these Terms.
You’re responsible for keeping your account login details secure, for allowing only authorised users to access the Service, and for activity under your account. You’re not responsible for activity caused by our breach of these Terms or a failure of our security. Tell us as soon as possible if you suspect unauthorised access to your account.
You own the content you or your users upload to the Service, the prompts you submit, the outputs the Service generates for you, and the data derived from them, such as text extracts, searchable index entries (embeddings) and AI activity logs (together, “Your Data”). Your Data is the same information our Privacy Policy calls “Customer Content”, and it is your confidential information.
You grant Cadie a non-exclusive right to host, process and analyse Your Data only to provide, support and secure the Service for you, or as required by law. We don’t acquire any other rights in Your Data.
You warrant that you have the right to upload Your Data and that doing so doesn’t infringe anyone’s rights or breach any law. Your Data may include personal information, for example in risk or incident registers. Only upload personal information you’re entitled to share with us. We’re not responsible for the accuracy, legality or completeness of Your Data.
Unless you’ve expressly agreed otherwise in writing:
We run AI inference through Amazon Bedrock in AWS’s Australian regions. Bedrock doesn’t use your inputs or outputs to train its own or any third-party models, and model providers accessed through Bedrock don’t receive Your Data.
The Service supports human decision-making. It does not make decisions about individuals and does not take actions with material effect on your data, records or third parties without confirmation by one of your authorised users.
We protect the Service and Your Data with controls described in our Privacy Policy and AI Governance Framework, including encryption in transit and at rest, multi-factor authentication, role-based access controls, separation of each customer’s data, audit logging and regular independent security testing. No system is immune from attack, but we continually review and improve our controls.
If we become aware of a security incident that affects Your Data, we will notify you without undue delay and no later than 24 hours after becoming aware of it. We will give you the information we reasonably can to help you respond, and keep you updated as we investigate. Where personal information is involved, we also meet our obligations under the Notifiable Data Breaches scheme, as described in our Privacy Policy.
You must not, and must not allow anyone else to:
We may suspend access if we reasonably believe this section has been breached (see section 19).
Outputs generated by the Service’s AI features may contain errors or be incomplete, and aren’t a substitute for professional advice. A suitably qualified person in your organisation should review AI-generated output before you rely on it, and decisions you make using it remain your responsibility.
No fees apply during a Trial (see section 3). On a paid subscription, fees are payable in advance and, except as required by law or set out in section 20, are non-refundable and exclusive of taxes. Your subscription renews automatically unless you cancel before the renewal date. We may change our pricing from your next renewal and will give you at least 30 days’ notice. If fees remain unpaid, we may suspend or terminate access to the Service.
We don’t guarantee the Service will be available at all times. We provide support during business hours (Melbourne, Australia), including during a Trial. Support doesn’t include consulting, implementation services, custom development or regulatory advice. Service levels for enterprise customers are set out in their signed agreement.
Cadie owns all intellectual property in the Service, including our software, prompts, configuration and documentation, but not third-party models or services we license, and not Your Data. If you give us feedback about the Service, we can use it without restriction or obligation to you, provided we don’t disclose your confidential information.
Each party must keep the other’s confidential information confidential and use it only for the purposes of these Terms. Your Data is your confidential information. We handle personal information in accordance with the Privacy Act 1988 (Cth), the Australian Privacy Principles and our Privacy Policy.
We use service providers, such as Amazon Web Services, to deliver the Service. We remain responsible for their handling of Your Data as if it were our own, and we assess and oversee them as described in our AI Governance Framework.
If you choose to connect the Service to a third-party product or service, such as your own GRC platform, we’re not responsible for that product or service’s availability, performance, data handling or terms.
Apart from the commitments in these Terms, the Service is provided “as is” and “as available”, without warranties of any kind except those that can’t be excluded by law, including your rights under the Australian Consumer Law.
To the extent permitted by law, each party’s total liability arising out of or in connection with these Terms is limited to the fees you paid us in the 12 months before the claim arose, and neither party is liable for indirect or consequential loss. This limit doesn’t apply to your obligation to pay fees, or to either party’s liability under section 18.
You indemnify Cadie against third-party claims arising from Your Data infringing someone’s rights or breaching the law, or from your unlawful use of the Service.
Cadie indemnifies you against third-party claims that your use of the Service, in accordance with these Terms, infringes their intellectual property rights.
We may suspend access to the Service if we reasonably believe it’s necessary for security reasons, to prevent misuse, or because of non-payment on a paid subscription. Where practical, we’ll tell you before we do and lift the suspension once the reason is resolved. During a Trial, we may also suspend or end access at our discretion (see section 3).
Either party may terminate these Terms if the other materially breaches them and doesn’t fix the breach within 30 days of being told about it. We may also terminate immediately if you use the Service unlawfully, commit fraud or become insolvent, or if fees on a paid subscription remain unpaid after notice. You may cancel your subscription at any time, effective at the end of the current billing period.
On termination, unpaid fees become due, and section 7 applies to the export and deletion of Your Data. Sections 5, 7, 14, 15, 17 and 18 continue after termination.
We may modify or discontinue features of the Service, provided we don’t materially reduce the functionality you’ve paid for. We may update these Terms from time to time. We’ll give you at least 30 days’ notice of any material change. If you don’t agree to it, you may terminate your subscription before the change takes effect and we’ll refund any prepaid fees for the remaining period.
These Terms are governed by the laws of Victoria, Australia, and each party submits to the non-exclusive jurisdiction of its courts.
If you have any questions about these Terms, contact us at:
Email: support@cadie.com.au
Website: www.cadie.com.au