Terms of Service

These Terms of Service ("Terms") govern your access to and use of the rubica website at rubica.au, the rubica AI platform (the "Platform"), and any related services provided by SBA Engage Pty Ltd trading as rubica (ABN 49 673 132 682) ("rubica", "we", "us", "our"). By creating an account, accessing, or using the Platform, you agree to be bound by these Terms and by our Privacy Policy, which is incorporated by reference. If you are entering into these Terms on behalf of an organisation, you represent that you have authority to bind that organisation, and "you" refers to both you and that organisation. If you do not accept these Terms, do not access or use the Platform.

1. Definitions

In these Terms:

• "Customer" means the organisation that subscribes to the Platform, or, where the Platform is used by an individual without an organisation, that individual.
• "Authorised User" means an individual authorised by the Customer to use the Platform under the Customer's subscription.
• "Your Content" means any data, text, prompt, file, or other material you or an Authorised User submits to the Platform.
• "Outputs" means the responses generated by the Platform in reply to a prompt.
• "Connector" means a Model Context Protocol (MCP) integration that enables the Platform to read from or write to a third-party service on behalf of an Authorised User.
• "Confidential Information" has the meaning given in section 17.
• "Documentation" means the technical documentation and user guides published by rubica for the Platform.

2. The service

rubica provides a hosted AI-assisted workspace that enables Authorised Users to interact with large language models ("LLMs") and to connect those models to third-party systems through Connectors. The Platform is a tool that assists users with their own work. The Platform does not make autonomous decisions that significantly affect the rights or interests of any person; decision-making responsibility rests with the user.

3. Accounts and access

• The Customer must provide accurate and complete information when creating an account, and must keep account details up to date.
• The Customer is responsible for acts and omissions of its Authorised Users as if they were its own.
• Each Authorised User is responsible for keeping credentials confidential, for all activity under their account, and for promptly notifying us of any suspected unauthorised access.
• Access to a Customer organisation's workspace is controlled by that organisation's nominated administrator(s).
• You must be at least 18 years old, or the age of digital consent in your jurisdiction (whichever is greater), to use the Platform. The Platform is not directed at children and is not designed to process children's personal information.

4. Acceptable use

You must not, and must not permit any Authorised User or third party to, use the Platform to:

• breach any Australian law or the law of any other jurisdiction applicable to you, including the Criminal Code Act 1995 (Cth), the Online Safety Act 2021 (Cth), the Copyright Act 1968 (Cth), the Spam Act 2003 (Cth), the Do Not Call Register Act 2006 (Cth), or the Privacy Act 1988 (Cth);
• generate, distribute, or store unlawful, harmful, deceptive, harassing, defamatory, threatening, discriminatory, or infringing content;
• generate content that sexually exploits or abuses minors, or that depicts real individuals in a sexual, defamatory, or harassing manner without their consent;
• send unsolicited commercial electronic messages in breach of the Spam Act 2003 (Cth), or conduct telemarketing in breach of the Do Not Call Register Act 2006 (Cth);
• impersonate any person or misrepresent your affiliation with any person or organisation;
• generate content intended to mislead, defraud, or manipulate markets, consumers, or electoral processes;
• generate or facilitate the creation of malware, exploits, phishing kits, or other tools primarily intended to compromise computer systems or networks;
• attempt to evade or disable safety controls, content filters, rate limits, access controls, or usage quotas;
• probe, scan, test the vulnerability of, or reverse-engineer the Platform or its underlying infrastructure, or extract or derive the weights, parameters, prompts, or training data of any underlying AI model;
• interfere with, overload, or degrade the Platform or the services of other users, including by automated access, scraping, denial-of-service, or excessive request rates;
• use the Platform to develop, train, fine-tune, or improve a product or service that competes with the Platform, or to train another AI model on Outputs;
• upload or transmit any virus, worm, ransomware, or other malicious code;
• upload Your Content that you do not have the right to submit, including content that infringes intellectual property, privacy, or confidentiality obligations owed to a third party;
• use the Platform to process Australian Government classified information, health records within the meaning of the My Health Records Act 2012 (Cth), payment card data subject to PCI DSS, or other information for which the Platform has not been expressly certified, unless you have obtained written confirmation from rubica;
• resell, sublicense, lease, or otherwise make the Platform available to any third party outside the scope of the Customer's subscription.

We may suspend or terminate access where we reasonably believe this section has been breached. Where we become aware of material of the kind described in the Online Safety Act 2021 (Cth), we may remove it, notify authorities, and take other steps required by law.

5. Use by financial services providers

If you are an Australian Financial Services Licence ("AFSL") holder, a credit licensee, an authorised representative, or otherwise regulated under the Corporations Act 2001 (Cth), the National Consumer Credit Protection Act 2009 (Cth), or equivalent legislation, you remain solely responsible for:

• the advice, recommendations, or representations you provide to your own clients;
• compliance with your licence conditions, ASIC Regulatory Guides (including RG 36, RG 104, RG 146, RG 175 and RG 271 as applicable), and the Design and Distribution Obligations regime;
• record-keeping and disclosure obligations under the Corporations Act and the Financial Sector (Collection of Data) Act 2001 (Cth);
• supervising the use of the Platform by your representatives.

Nothing produced by the Platform constitutes financial product advice, a recommendation, or any other regulated financial service. rubica is not an AFSL holder.

6. AI outputs — important disclaimers

• AI-generated Outputs can be inaccurate, incomplete, biased, hallucinated, or out-of-date, and can contain content that appears authoritative but is wrong.
• Outputs are generated probabilistically and may not be reproducible; the same input can produce different Outputs.
• You must independently verify Outputs before relying on them, sharing them with third parties, or taking any action based on them.
• Outputs are not a substitute for professional judgment. The Platform does not provide, and must not be used as a substitute for, financial, legal, tax, accounting, medical, psychological, or other regulated advice.
• You must clearly disclose to your end-clients or audience where material AI assistance has been used in producing content, consistent with applicable professional standards.

7. Your content and Outputs

• As between you and rubica, you retain all rights, title, and interest in Your Content.
• You grant rubica a worldwide, non-exclusive, royalty-free licence to host, copy, transmit, display, and process Your Content solely to provide and secure the Platform for you and your organisation, to prevent and respond to abuse or security incidents, and to comply with law.
• Subject to these Terms, as between you and rubica, you own the Outputs generated in response to your prompts. Because AI models can produce similar responses for different inputs and users, the same or similar Output may be generated for other users, and nothing in these Terms grants you exclusive rights in patterns, ideas, facts, or generic expressions contained in an Output.
• rubica does not use Your Content or Outputs to train, fine-tune, or improve AI models, and contractually requires its AI model providers to do the same. See the Privacy Policy for details.
• You warrant that you have obtained all rights, consents, and authorisations necessary to submit Your Content to the Platform.

8. Third-party services and Connectors

• The Platform enables you to connect to third-party services (for example, Microsoft 365, Dynamics 365, HubSpot, Salesforce, Google Workspace) through Connectors.
• When you install or authorise a Connector, you authorise rubica to access those services under credentials and scopes you provide, and you are responsible for complying with each third party's own terms, acceptable use, and privacy policies.
• rubica is not responsible for third-party services, their content, availability, accuracy, security, or privacy practices, and any issue with a third-party service is between you and that service provider.
• We may add, change, or remove Connectors at any time.

9. Beta, preview, and experimental features

We may make features available on a beta, preview, or experimental basis, labelled as such. Those features are provided "as is", may be changed or withdrawn at any time, and are excluded from any service level commitment. You should not use beta features for production or mission-critical workloads.

10. Subscriptions, fees, and taxes

• Fees, billing cycles, and service entitlements are as set out in your subscription order, our pricing page, or a written order form between rubica and the Customer. Where there is an inconsistency, the order form prevails.
• Unless expressly stated, fees are in Australian dollars and are exclusive of GST, which will be added where applicable.
• Subscriptions renew automatically for successive terms equal to the initial term unless cancelled in accordance with these Terms.
• Non-payment may result in suspension of access after reasonable notice. We may charge interest on overdue amounts at the rate prescribed for judgment debts in the Supreme Court of Tasmania.
• Fees are non-refundable except where required by law (including the consumer guarantees under the Australian Consumer Law).

11. Service availability and support

• We aim to provide a reliable service and monitor the Platform continuously, but we do not guarantee uninterrupted or error-free availability.
• Scheduled maintenance will be notified in advance where practicable. Emergency maintenance may be performed without notice.
• Specific uptime commitments and support-response targets, if any, are set out in a separate Service Level Agreement applicable to the Customer's subscription tier.

12. Security

• rubica maintains a security programme consistent with APRA Prudential Standard CPS 234 (information security) and the Australian Privacy Principles, including network segregation, least-privilege access, encryption in transit and at rest, logging and monitoring, vulnerability management, and incident response.
• You must promptly notify rubica at security@rubica.au of any suspected security incident, vulnerability, or unauthorised access affecting the Platform or your use of it.
• You must maintain reasonable security controls on your side (including strong passwords, multi-factor authentication, and up-to-date devices).

13. Privacy and data protection

Our collection, use, and disclosure of personal information is described in our Privacy Policy. Where rubica processes personal information on behalf of the Customer (for example, personal information about the Customer's end-clients that appears in prompts), rubica acts consistently with the Australian Privacy Principles and will, where appropriate and on reasonable request, enter into a separate data processing agreement with the Customer.

14. Multi-tenant isolation

rubica operates as a multi-tenant service with organisation-scoped data isolation enforced at the application, database, and credential level. We do not knowingly disclose one Customer's data to another.

15. Data export and account closure

• During an active subscription, Authorised Users can export their conversations and uploaded files from within the Platform.
• On termination or expiry, we will retain the Customer's data in a recoverable form for 30 days to allow export, after which it will be deleted or de-identified in accordance with the Privacy Policy, except where retention is required by law.

16. Suspension and termination

• Either party may terminate these Terms for convenience by giving 30 days' written notice before the end of the then-current subscription term.
• Either party may terminate immediately for material breach that is not remedied within 14 days of written notice (or sooner, where the breach is incapable of remedy).
• We may suspend or terminate access immediately if (a) we reasonably believe you are in serious breach of section 4 (Acceptable use), (b) continued provision of the service would expose rubica to material legal, regulatory, or security risk, or (c) required by law or regulatory authority.
• Termination does not affect accrued rights or obligations. Sections 6–7, 13, 14, 18–21, 23, and 24 survive termination.

17. Confidentiality

• "Confidential Information" means information disclosed by one party to the other that is marked or reasonably understood to be confidential, including the Platform's non-public features, pricing, and Your Content.
• Each party must keep the other's Confidential Information confidential, use it only to perform under these Terms, and protect it with at least the same degree of care it applies to its own confidential information (and not less than reasonable care).
• This obligation does not apply to information that is or becomes publicly available other than through breach of these Terms, was known to the recipient without obligation of confidentiality before disclosure, was independently developed, or is required to be disclosed by law (in which case, where permitted, the recipient will give prompt notice so the disclosing party can seek a protective order).

18. Intellectual property

• The Platform, its software, Documentation, design, branding, and all related intellectual property are owned by rubica or its licensors and are protected by the laws of Australia and other jurisdictions.
• Subject to these Terms, rubica grants you a non-exclusive, non-transferable, non-sublicensable licence during the subscription term to access and use the Platform for your own internal business purposes.
• All rights not expressly granted are reserved. You must not (a) copy, modify, distribute, sell, lease, or create derivative works of the Platform except as expressly permitted by these Terms or by non-excludable law; (b) remove or alter any proprietary notices; or (c) use rubica's trade marks, logos, or name without prior written consent.
• Feedback. If you provide suggestions, ideas, or feedback about the Platform, you grant rubica a perpetual, worldwide, royalty-free, sublicensable, irrevocable licence to use them without restriction. Feedback is not Confidential Information.

19. Warranties and consumer guarantees

• Except as expressly stated, and to the maximum extent permitted by law, the Platform is provided "as is" and "as available" and rubica gives no implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, or availability.
• Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy under the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) that cannot be excluded, restricted, or modified by agreement. For goods or services acquired for personal, domestic, or household use, you have consumer guarantees including that the service will be provided with due care and skill and fit for any disclosed purpose.
• To the extent permitted by law, where rubica's liability under a non-excludable consumer guarantee can be limited, our liability is limited, at our option, to supplying the relevant service again or paying the cost of having it supplied again.

20. Limitation of liability

Subject to section 19 and to the maximum extent permitted by law:

• neither party is liable for any indirect, consequential, incidental, special, exemplary, or punitive loss, or loss of profits, revenue, goodwill, business, anticipated savings, or data, howsoever arising (including in contract, tort, or under statute);
• rubica's aggregate liability to you under or in connection with these Terms, regardless of the cause of action, is capped at the fees paid by the Customer to rubica in the 12 months immediately preceding the event giving rise to the liability.

These caps do not apply to (a) a party's indemnification obligations under section 21, (b) breach of confidentiality obligations under section 17, (c) infringement of the other party's intellectual property, or (d) any liability that cannot be limited or excluded at law.

21. Indemnity

• By you: you will defend, indemnify, and hold rubica harmless against third-party claims and associated costs (including reasonable legal fees) arising from (a) Your Content, (b) your use of Outputs, (c) your breach of section 4 (Acceptable use) or section 5 (Financial services), or (d) your violation of applicable law, except to the extent caused by rubica's negligence or breach of these Terms.
• By rubica: rubica will defend, indemnify, and hold you harmless against third-party claims that your authorised use of the Platform infringes a third party's intellectual property in Australia, subject to the liability caps in section 20 and provided you promptly notify rubica, give rubica sole control of the defence, and reasonably cooperate.

22. Force majeure

Neither party is liable for a delay or failure to perform (other than a payment obligation) caused by events beyond its reasonable control, including acts of government, pandemic, fire, flood, earthquake, war, terrorism, civil unrest, strikes, internet or telecommunications failures, or third-party service outages.

23. Changes to the service and to these Terms

• We may update the Platform from time to time, including by adding, modifying, or withdrawing features. We will not materially degrade the Platform during a paid subscription term.
• We may update these Terms from time to time. The latest version will always be available at rubica.au/terms. Material changes will be notified in-product or by email at least 30 days before they take effect, except where a shorter period is required by law or where the change is to your benefit. Your continued use of the Platform after the effective date constitutes acceptance.

24. Dispute resolution

• The parties will first attempt to resolve any dispute in good faith by senior-level discussions within 30 days of written notice of the dispute.
• If the dispute is not resolved, either party may commence proceedings in the courts of Tasmania.
• Nothing in this clause prevents a party from seeking urgent injunctive or equitable relief.

25. Governing law and jurisdiction

These Terms are governed by the laws in force in Tasmania, Australia. Each party submits to the exclusive jurisdiction of the courts of Tasmania and courts competent to hear appeals from them.

26. Notices

Notices under these Terms must be in writing. Notices to rubica must be sent to hello@rubica.au with a copy to the postal address in section 28. Notices to you may be sent to the email address associated with your account, and are taken to be received on the next business day after sending.

27. General

• Assignment. You may not assign, transfer, or novate these Terms or any rights or obligations under them without our prior written consent. We may assign or novate these Terms to an affiliate, or in connection with a merger, acquisition, or sale of substantially all of our assets, on reasonable notice.
• Entire agreement. These Terms (including the Privacy Policy and any order form or SLA referenced here) are the entire agreement between the parties about their subject matter and supersede all prior or contemporaneous communications, representations, or agreements.
• Severability. If any provision of these Terms is held to be invalid or unenforceable, the remainder continues in force and the invalid or unenforceable provision is to be read down to the minimum extent necessary to be valid and enforceable.
• Waiver. A failure or delay in exercising a right under these Terms is not a waiver of that right.
• No partnership. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.
• Subcontractors. rubica may use subcontractors to perform its obligations but remains responsible for their acts and omissions.
• Third-party rights. These Terms do not confer any rights on any person other than the parties.
• Counterparts and electronic signatures. These Terms may be accepted electronically and, if signed, in counterparts.

28. Contact