Website Terms of Use

1. About these Terms

1.1 These Terms of Use (Terms) govern your access to, and use of the website located at Twelfth.ai and any related webpages, content, materials, forms, features or functionality made available through that website (Website).

1.2 The Website is operated by Twelfth AI Pty Ltd ACN 695 769 138 (Twelfth AI, we, us or our).

1.3 By accessing or using the Website, you agree to be bound by these Terms.

1.4 These Terms apply only to your use of the Website. If you access or use Twelfth AI’s hosted commercial workspace platform, pilot environment, beta product, software, dashboards, recommendations, outputs or other technology services (Platform), that access and use will be governed by a separate agreement entered into with Twelfth AI, including any pilot agreement, platform agreement, SaaS terms, order form or other written terms agreed with Twelfth AI (Platform Agreement). To the extent of any inconsistency between these Terms and a Platform Agreement, the Platform Agreement prevails in respect of the Platform.

2. About Twelfth AI and the Website

2.1 The Website provides information about Twelfth AI and its business, including its commercial workspace for retail, commercial and category teams. Twelfth AI describes its product as a workspace where retail teams can review performance, act on recommendations and capture decisions in one place.

2.2 The Website content is provided for general information only. Unless expressly stated otherwise, nothing on the Website constitutes an offer to provide the Platform or any other product or service on particular terms.

2.3 Any pilot, subscription, commercial engagement, proof of concept, beta access, paid access, implementation, professional service, consultancy or other arrangement with Twelfth AI will be subject to separate written terms agreed between you and Twelfth AI.

3. Eligibility and authority

3.1 You must be at least 18 years old to use the Website.

3.2 If you access or use the Website on behalf of a company, organisation or other entity, you represent and warrant that you have authority to do so and to bind that entity to these Terms.

3.3 You must not access or use the Website if doing so would breach any law, regulation, contractual obligation or duty owed to another person.

4. Changes to these Terms

4.1 Twelfth AI may amend these Terms from time to time by publishing updated Terms on the Website.

4.2 The updated Terms will apply from the date they are published, unless a later effective date is stated.

4.3 Your continued access to or use of the Website after updated Terms are published constitutes your acceptance of the updated Terms.

4.4 If you do not agree to the updated Terms, you must stop using the Website.

5. Licence to use the Website

5.1 Subject to your compliance with these Terms, Twelfth AI grants you a limited, revocable, non-exclusive, non-transferable licence to access and use the Website for your own lawful, internal and informational purposes.

5.2 This licence does not transfer any ownership rights to you.

5.3 You must not use the Website or any Website Content for any commercial resale, redistribution, republication, competing product development, data aggregation, database creation, automated extraction, benchmarking or model training purpose without Twelfth AI’s prior written consent.

6. Intellectual Property Rights

6.1 Unless otherwise indicated, Twelfth AI owns or licenses all rights, title and interest, including all Intellectual Property Rights, in and to the Website and all text, graphics, logos, icons, images, designs, layouts, trademarks, service marks, business names, domain names, source code, object code, software, features, functionality, data, compilations, materials and other content made available through the Website (Website Content).

6.2 You must not copy, reproduce, modify, adapt, translate, create derivative works from, publish, communicate, transmit, distribute, sell, license, exploit or otherwise use any Website Content except as expressly permitted by these Terms or with Twelfth AI’s prior written consent.

6.3 Nothing in these Terms grants you any right to use Twelfth AI’s name, trademarks, logos, branding, get-up, business names or domain names without Twelfth AI’s prior written consent.

6.4 All rights not expressly granted to you are reserved by Twelfth AI and its licensors.

7. Acceptable use

7.1 You must use the Website only for lawful purposes and in accordance with these Terms.

7.2 You must not, and must not attempt to:

1. (a)use the Website in a way that breaches any applicable law, regulation or third-party right;
2. (b)use the Website for any fraudulent, misleading, deceptive, unlawful, harmful, abusive, defamatory, harassing, threatening, obscene, offensive or otherwise inappropriate purpose;
3. (c)interfere with, disrupt, damage, impair or overload the Website, any server, network, system or infrastructure connected to the Website;
4. (d)gain unauthorised access to the Website, any account, system, network, database, server or non-public area of the Website;
5. (e)circumvent, disable or interfere with any security-related feature, access control, usage restriction or technical protection measure;
6. (f)introduce any virus, worm, trojan horse, malware, ransomware, spyware, logic bomb or other harmful code;
7. (g)scrape, crawl, spider, harvest, mine, index, extract, monitor or copy the Website or Website Content using any robot, bot, scraper, crawler, data mining tool, automated script or similar technology without Twelfth AI’s prior written consent;
8. (h)reverse engineer, decompile, disassemble, decode or otherwise attempt to derive source code, algorithms, models, architecture, structure or underlying ideas from any part of the Website;
9. (i)use the Website or Website Content to train, fine-tune, test, validate or improve any artificial intelligence system, machine learning model or competing technology without Twelfth AI’s prior written consent;
10. (j)frame, mirror, deep link to, embed or otherwise display the Website or Website Content in a manner that suggests an association with Twelfth AI or that could mislead users;
11. (k)remove, obscure or alter any proprietary notice, legal notice, attribution or branding displayed on or through the Website;
12. (l)impersonate any person or entity, misrepresent your identity or affiliation, or manipulate headers or identifiers to disguise the origin of any communication;
13. (m)use the Website to send spam, unsolicited communications, chain letters, pyramid schemes or other unauthorised promotional material; or
14. (n)use the Website in any way that may damage Twelfth AI’s reputation, goodwill, business, systems, customers, suppliers, users or partners.

8. Information submitted through the Website

8.1 You may be able to submit information to Twelfth AI through the Website, including by using a contact form, pilot enquiry form, newsletter sign-up, demo request, email link or other communication channel (Submitted Information).

8.2 You are responsible for ensuring that any Submitted Information is accurate, complete, current and lawful.

8.3 You must not submit any information that:

1. (a)you do not have the right to provide;
2. (b)is confidential to another person, unless you are authorised to disclose it;
3. (c)infringes any Intellectual Property Right, privacy right, confidentiality obligation or other right of any person;
4. (d)contains any malicious code or harmful material; or
5. (e)is misleading, deceptive, defamatory, unlawful or otherwise inappropriate.

8.4 You grant Twelfth AI a non-exclusive, worldwide, royalty-free licence to use, copy, store, process, transmit and disclose Submitted Information to the extent reasonably necessary to:

1. (a)respond to your enquiry;
2. (b)assess whether Twelfth AI may provide products or services to you or your organisation;
3. (c)operate, maintain and improve the Website;
4. (d)manage Twelfth AI’s business, customer relationship, records and legal obligations; and
5. (e)do anything else described in Twelfth AI’s Privacy Policy or otherwise authorised by you.

8.5 Unless Twelfth AI has entered into a separate written confidentiality agreement with you, you should not submit confidential, sensitive or proprietary information through the Website.

8.6 Twelfth AI is not required to treat unsolicited ideas, suggestions, concepts, proposals, feedback or other materials submitted through the Website as confidential, unless Twelfth AI has expressly agreed otherwise in writing.

9. Third-party websites and services

9.1 The Website may contain links to third-party websites, platforms, services, content or resources.

9.2 Those links are provided for convenience only. Twelfth AI does not control and is not responsible for any third-party website, platform, service, content, resource, practice, policy or availability.

9.3 A link to a third-party website or service does not imply endorsement, sponsorship, approval or recommendation by Twelfth AI.

9.4 Your use of third-party websites and services is at your own risk and may be governed by separate third-party terms and policies.

10. Privacy

10.1 Twelfth AI may collect, use, store and disclose personal information in connection with the Website.

10.2 Twelfth AI’s handling of personal information will be described in its Privacy Policy, as updated from time to time.

10.3 By using the Website or submitting information through the Website, you acknowledge that Twelfth AI may handle your personal information in accordance with its Privacy Policy.

10.4 If the Website uses cookies, pixels, local storage or similar technologies, Twelfth AI may provide further information in a Cookie Notice or similar notice published on the Website.

11. Website availability and changes

11.1 Twelfth AI may modify, suspend, withdraw, restrict or discontinue the Website or any Website Content at any time, with or without notice.

11.2 Twelfth AI does not guarantee that the Website will be available, uninterrupted, secure, timely, error-free or free from viruses or other harmful components.

11.3 Twelfth AI may perform maintenance, updates, testing, security work or other changes that affect access to the Website.

11.4 You are responsible for implementing appropriate safeguards to protect your own systems, devices, data and networks when accessing the Website.

12. No reliance on Website Content

12.1 Website Content is provided for general information only.

12.2 Twelfth AI does not warrant or represent that Website Content is accurate, complete, current, suitable for your particular purpose or free from error.

12.3 You should not rely on Website Content as the sole basis for making commercial, financial, operational, legal, technical or other decisions.

12.4 Any descriptions of Twelfth AI’s products, services, pilots, technology, roadmap, features, benefits, outputs, recommendations, integrations, security, availability or performance are general information only and are subject to separate written terms agreed with Twelfth AI.

13. No professional advice

13.1 The Website does not provide legal, financial, accounting, tax, investment, procurement, retail, category management, pricing, operational or other professional advice.

13.2 You should obtain appropriate professional advice before making decisions based on information available through the Website.

14. Australian Consumer Law

14.1 Nothing in these Terms excludes, restricts or modifies any guarantee, warranty, right or remedy that cannot lawfully be excluded, restricted or modified under the Competition and Consumer Act 2010 (Cth), including the Australian Consumer Law, or any other applicable law (Non-Excludable Rights).

14.2 To the maximum extent permitted by law, Twelfth AI excludes all conditions, warranties, guarantees, representations and terms, whether express, implied, statutory or otherwise, other than those expressly set out in these Terms or arising under Non-Excludable Rights.

15. Liability

15.1 To the maximum extent permitted by law, Twelfth AI is not liable to you for any loss, damage, cost or expense arising from or in connection with:

1. (a)your access to or use of, or inability to access or use, the Website;
2. (b)your reliance on Website Content;
3. (c)any error, omission, interruption, delay, defect, security issue, virus or harmful component affecting the Website;
4. (d)any unauthorised access to, or alteration of, information submitted through the Website;
5. (e)any third-party website, service, content, resource or link; or
6. (f)any conduct or content of any third party.

15.2 To the maximum extent permitted by law, Twelfth AI is not liable for any indirect, consequential, special, incidental, exemplary or punitive loss or damage, or for any loss of profit, revenue, business, opportunity, goodwill, anticipated savings, data or reputation, whether arising in contract, tort including negligence, statute, equity or otherwise.

15.3 Subject to clause 14, and to the maximum extent permitted by law, Twelfth AI’s aggregate liability to you arising out of or in connection with these Terms or the Website is limited to AUD $100.

15.4 The limitations and exclusions in this clause apply whether or not Twelfth AI knew or should have known that the relevant loss or damage was possible.

16. Your indemnity

16.1 You indemnify Twelfth AI, its officers, employees, contractors, agents and related bodies corporate from and against any loss, damage, liability, cost or expense, including reasonable legal costs, arising out of or in connection with:

1. (a)your breach of these Terms;
2. (b)your access to or use of the Website;
3. (c)your Submitted Information;
4. (d)your infringement of any Intellectual Property Right, privacy right, confidentiality obligation or other right of any person;
5. (e)your breach of any applicable law; or
6. (f)any claim made by a third party arising from your conduct in connection with the Website.

17. Suspension and termination

17.1 Twelfth AI may suspend, restrict or terminate your access to the Website at any time, with or without notice, including if Twelfth AI reasonably considers that:

1. (a)you have breached these Terms;
2. (b)your access or use may create a security, legal, operational, reputational or commercial risk;
3. (c)your access or use may infringe another person’s rights;
4. (d)suspension or termination is required to comply with law, court order, regulatory direction or government request; or
5. (e)continued access is otherwise inappropriate.

17.2 On termination of your access to the Website, these Terms will continue to apply to the extent necessary to give effect to any rights or obligations that accrued before termination.

18. Notices and communications

18.1 Twelfth AI may provide notices under these Terms by publishing them on the Website or by contacting you using details you have provided to Twelfth AI.

18.2 You may contact Twelfth AI using the contact details published on the Website. The Website currently identifies hello@twelfth.ai as Twelfth AI’s contact email.

19. Assignment

19.1 You must not assign, transfer, novate or otherwise deal with your rights or obligations under these Terms without Twelfth AI’s prior written consent.

19.2 Twelfth AI may assign, transfer, novate or otherwise deal with its rights or obligations under these Terms without your consent, including in connection with a restructure, sale, merger, acquisition, financing, transfer of business or transfer of assets.

20. Severability

20.1 If any provision of these Terms is invalid, void, illegal or unenforceable, that provision must be read down to the minimum extent necessary to make it valid and enforceable.

20.2 If the provision cannot be read down, it will be severed from these Terms and the remaining provisions will continue in full force and effect.

21. Waiver

21.1 A failure or delay by Twelfth AI to exercise any right, power or remedy under these Terms does not operate as a waiver.

21.2 A waiver is only effective if given in writing and only applies to the specific instance for which it is given.

22. Entire agreement

22.1 These Terms constitute the entire agreement between you and Twelfth AI regarding your access to and use of the Website.

22.2 These Terms do not limit or replace any separate written agreement you enter into with Twelfth AI in relation to the Platform or any other product or service.

23. Governing law and jurisdiction

23.1 These Terms are governed by the laws of Victoria, Australia.

23.2 Each party irrevocably submits to the exclusive jurisdiction of the courts of Victoria, Australia and the courts competent to hear appeals from those courts.

24. Definitions

In these Terms:

Intellectual Property Rights means all present and future rights conferred by statute, common law, equity or otherwise in or in relation to copyright, trademarks, designs, patents, circuit layouts, domain names, business names, trade secrets, know-how, confidential information, inventions, discoveries, data, databases, software, source code, object code, algorithms, models, processes, methods, moral rights and all other intellectual property or proprietary rights, whether registered or unregistered, and includes any application or right to apply for registration of any of those rights.

Platform has the meaning given in clause 1.4.

Platform Agreement has the meaning given in clause 1.4.

Submitted Information has the meaning given in clause 8.1.

Terms means these Website Terms of Use, as updated from time to time.

Twelfth AI, we, us or our means Twelfth AI Pty Ltd ACN 695 769 138.

Website has the meaning given in clause 1.1.

Website Content has the meaning given in clause 6.1.