Terms & Conditions

These Terms & Conditions govern your organisation's use of Solicia. They incorporate the Acceptable Use Policy, the Data Processing Agreement and the Privacy Policy.

1. Agreement and acceptance

1.1 These Terms govern access to the Solicia service (Service) by the organisation on whose behalf an account is created (Customer).

1.2 The Customer accepts these Terms by the first of: an administrator creating or signing in to the Customer's account; written acceptance by email; signing an order form; or first use of the Service. The person accepting warrants that they are authorised to bind the Customer.

1.3 The Agreement consists of these Terms, the policies they incorporate, and the Customer's Plan as confirmed in writing. Where the parties sign an order form or a negotiated agreement, that document prevails over these Terms to the extent of any inconsistency. Nothing else changes the Agreement unless it expressly says so.

1.4 Individual users also accept the Terms of Use when their account is created. Those terms are subordinate to this Agreement.

2. The Service

2.1 Solicia is an AI-assisted paralegal workflow service. Authorised users send instructions and documents to a Solicia email address or use the dashboard, and the Service returns generated work product. The Service is supplied on the Plan confirmed in writing with the Customer.

2.2 Solicia will provide the Service with due care and skill and materially in accordance with its documentation.

2.3 Solicia may improve or change the Service, provided the change does not materially reduce paid functionality during a committed term. Features identified as beta or evaluation are optional, may change or be withdrawn, and are excluded from clause 12.

3. Pilot phase

3.1 A Pilot is a period of access granted at no fee or at a discounted fee so the Customer can evaluate the Service on live matters. A Pilot exists only where Solicia has confirmed it in writing.

3.2 Unless confirmed otherwise in writing, a Pilot runs for 30 days, has no committed term, and may be ended by either party at any time on notice, with no fee or penalty.

3.3 During a Pilot the Service is provided on an as-available basis and no service credits accrue. The response targets in clause 12.2 and the incident commitment in clause 12.3 do apply.

3.4 Solicia's aggregate liability arising from a no-fee Pilot is capped at AUD 10,000, in place of the cap in clause 16.2. Clauses 16.3 and 16.4 continue to apply.

3.5 A Pilot converts to a paid Plan only where the Customer agrees in writing. If it does not convert, the Customer's data is dealt with under clause 11.

3.6 All other clauses of these Terms apply during a Pilot, including those on confidentiality, privacy, data ownership, security and acceptable use.

4. Accounts, access and Customer responsibilities

4.1 The Customer controls its authorised senders and dashboard users and must promptly remove access that is no longer required.

4.2 The Customer must protect credentials, use available multi-factor authentication, and promptly report suspected compromise to security@solicia.ai.

4.3 The Customer is responsible for the lawfulness, accuracy and quality of Customer Data and for obtaining the permissions needed to provide it to Solicia.

4.4 The Customer must have a suitably qualified person review all outputs before use, and must ensure that qualified personnel make legal, professional and business decisions.

4.5 The Customer remains responsible for its own email archive, endpoint, identity, retention, privilege and records-management controls.

5. Acceptable use

5.1 The Customer must comply with, and must ensure its users comply with, the Acceptable Use Policy, which forms part of these Terms.

5.2 Solicia may update the Acceptable Use Policy from time to time. A change takes effect on publication, except a change that materially expands the Customer's obligations, which takes effect 30 days after publication.

6. Customer Data and intellectual property

6.1 Customer Data means content submitted by or for the Customer, including emails, attachments, instructions, account data and the resulting Customer-specific outputs.

6.2 As between the parties, the Customer retains all rights in Customer Data. The Customer grants Solicia a limited, non-exclusive licence to host, copy, transmit and process Customer Data solely to provide, secure and support the Service for that Customer, and to comply with law.

6.3 Solicia does not sell Customer Data and does not use Customer Data to train general-purpose AI models. Solicia may use aggregated operational metrics that do not identify the Customer, an individual or the substance of a matter.

6.4 Solicia retains all rights in the Service, including its software, models, prompts, templates, methods, documentation, interfaces and improvements. No ownership of Customer Data transfers to Solicia.

6.5 If the Customer provides feedback or suggestions, Solicia may use them without restriction or obligation. Feedback must not include Customer Data or Confidential Information.

7. AI-assisted outputs

7.1 Outputs may be incomplete, inaccurate, out of date, non-unique or unsuitable. The Service is drafting and workflow assistance. It is not a law practice and does not provide legal, financial or other professional advice.

7.2 A suitably qualified person must review the source material, citations, legal position and final output before anything is relied on, filed, advised on or distributed.

7.3 Solicia does not warrant that an output is legally correct, privileged, fit for a particular matter, or free of third-party content. Subject to clause 15.2, the Customer is responsible for decisions and actions taken using an output.

8. Confidentiality

8.1 Each party must protect the other's Confidential Information using at least reasonable care, use it only for the Agreement, and disclose it only to personnel and approved subprocessors who need it and are bound to protect it.

8.2 Confidential Information excludes information the recipient can show was lawfully known without restriction, independently developed, publicly available without breach, or lawfully received from a third party.

8.3 If disclosure is legally compelled, the recipient will, where lawful, give prompt notice, seek to narrow the request, and disclose only what is required.

8.4 Confidentiality survives for five years after termination. Obligations for trade secrets and Customer Data survive while the information remains confidential.

9. Privacy and data processing

9.1 The Customer determines the purposes and means of processing personal information in Customer Data. Solicia processes it on the Customer's documented instructions to provide and secure the Service. Each party must comply with the privacy law applicable to it, including the Privacy Act 1988 (Cth) where applicable.

9.2 The Data Processing Agreement forms part of these Terms and sets out the processing details, the security measures Solicia maintains, and the parties' respective obligations.

9.3 Solicia stores Customer Data in the region assigned to the Customer's organisation. Limited processing, including AI inference, network delivery and web research, may occur outside that region as described in the Data Processing Agreement and the Privacy Policy.

9.4 The Customer authorises the subprocessors listed at solicia.ai/legal/subprocessors. Solicia remains responsible for their performance and will give at least 30 days' notice of a material new subprocessor where practicable. The Customer may object on reasonable data-protection grounds, in which case the parties will seek a practical alternative, and either may terminate the affected Service if none is reasonably available.

10. Security and audit

10.1 Solicia will maintain administrative, technical and organisational safeguards proportionate to the Service, including encryption in transit and at rest, tenant-scoped access controls, audit logging, administrative multi-factor authentication, vulnerability management, backups, incident response and secure change control. The measures are described in the Data Processing Agreement.

10.2 On request, Solicia will provide its then-current security documentation and any relevant provider assurance material it is permitted to share.

10.3 No more than once in any 12-month period, and additionally after a material security incident, the Customer may audit Solicia's relevant controls on at least 10 Business Days' notice. Documentary review and a live configuration walkthrough will be used first. Security testing is permitted under written rules of engagement. Audits must avoid unreasonable disruption, access to another tenant, destructive testing, and disclosure of Solicia or third-party confidential information.

10.4 Each party bears its own audit costs, except that Solicia will reimburse the Customer's reasonable external audit costs if the audit identifies a material breach by Solicia that was not disclosed before the audit.

11. Data retention, return and deletion

11.1 Unless agreed otherwise, the scheduled retention period for Customer content is 365 days. A Customer administrator may select a different period, or no scheduled deletion, subject to legal hold and technical constraints.

11.2 During the term and for 30 days after termination, Solicia will provide a reasonable export of Customer Data on request.

11.3 Solicia will delete Customer Data from active production systems within 30 days after termination or a verified deletion request, except where law requires retention. Residual copies in backups and system logs are deleted on their ordinary expiry cycle and remain subject to clause 8.

12. Support, availability and security incidents

12.1 Solicia will use commercially reasonable efforts to keep the Service operational and available to the Customer, excluding planned maintenance, features identified as beta, and matters outside Solicia's reasonable control. Service credits are not offered under these Terms and may be agreed in a signed order form.

12.2 Support hours are 9:00 am to 5:30 pm Sydney time on Business Days. Solicia will acknowledge a critical fault that prevents the Customer submitting work or receiving completed work within 2 hours of it being reported, and all other requests within one Business Day. Critical faults and suspected security incidents may be reported at any time to security@solicia.ai and are monitored outside support hours.

12.3 Solicia will notify the Customer's nominated contact within 24 hours after becoming aware of an incident that may materially affect the security of Customer Data, including a credible suspected incident. Solicia will not wait for regulatory notification thresholds to be met. Solicia is responsible for detection, containment, investigation and recovery within the Service, and will provide the Customer with reasonable assistance and a written report after containment.

12.4 Planned maintenance will be notified at least five Business Days in advance where practicable.

13. Government and law-enforcement requests

13.1 Solicia will not voluntarily disclose Customer Data to a government or law-enforcement agency. Solicia will verify legal authority, seek to narrow an overbroad request, disclose only what is legally required, maintain a record, and notify the Customer before disclosure unless prohibited by law. If notice is prohibited, Solicia will notify the Customer when the restriction ends where lawful.

14. Fees, taxes and payment

14.1 Fees, billing frequency and any usage limits are those confirmed in writing with the Customer. Unless stated otherwise, fees are in Australian dollars, exclusive of GST, invoiced monthly in advance and payable within 30 days.

14.2 Solicia may increase fees for a renewal term on at least 30 days' notice before the renewal date. Fees do not change during a committed term.

14.3 Solicia may charge interest on undisputed overdue amounts at the lower of 1% per month and the maximum lawful rate, after giving at least 10 Business Days' notice. The Customer may withhold a genuinely disputed amount while the parties work in good faith to resolve it.

15. Warranties and Australian Consumer Law

15.1 Each party warrants that it has authority to enter the Agreement. Solicia warrants that it will provide the Service with due care and skill and materially in accordance with its documentation.

15.2 Nothing in the Agreement excludes, restricts or modifies a consumer guarantee, right or remedy that cannot lawfully be excluded, including under the Australian Consumer Law. Where lawful, and where it is fair and reasonable to do so, Solicia's liability for failure to comply with a non-excludable guarantee for services not ordinarily acquired for personal, domestic or household use is limited to supplying the services again or paying the cost of having them supplied again.

15.3 Subject to clause 15.2, the Service is supplied on an as-available basis. Solicia does not warrant uninterrupted or error-free operation, a particular outcome, or that an output is accurate or suitable without human review.

16. Liability

16.1 Neither party is liable for indirect or consequential loss, lost profit, lost revenue, loss of goodwill or loss of anticipated savings, except to the extent such loss is payable to a third party under a claim covered by an express indemnity.

16.2 Subject to clauses 16.3 and 16.4, each party's aggregate liability arising from the Agreement is capped at the fees paid or payable for the Service in the 12 months before the event giving rise to liability. For a Pilot, clause 3.4 applies.

16.3 For breach of confidentiality, the infringement indemnity, or a security incident caused by Solicia's breach of the Agreement, Solicia's aggregate liability is capped at twice the cap in clause 16.2, and not less than AUD 10,000. Within that cap, recoverable direct loss may include the reasonable documented costs of investigation, containment, restoration, legally required notification and regulator response.

16.4 No limit or exclusion applies to fraud, wilful misconduct, death or personal injury caused by negligence, liability that cannot lawfully be limited, or the Customer's obligation to pay undisputed fees.

16.5 The caps are an allocation of risk that takes account of the price of the Service. The parties may record a different insurance, indemnity or liability position in a signed order form.

17. Indemnities

17.1 Solicia will defend a third-party claim that the unmodified Service infringes an Australian patent, copyright or trade mark, and will pay finally awarded damages or an approved settlement, subject to prompt notice and control of the defence. Solicia may procure a right to continue, modify or replace the Service, or terminate and refund prepaid unused fees.

17.2 The Customer will defend a third-party claim arising from unlawful Customer Data or from the Customer's use of the Service in material breach of clause 5, subject to the same notice and defence protections.

17.3 Neither party may settle a claim in a way that admits fault or imposes a non-monetary obligation on the other without consent.

18. Suspension and termination

18.1 Solicia may suspend affected access where reasonably necessary to contain a security threat, comply with law, prevent material harm, or address a material breach. Solicia will give advance notice where practicable, limit the scope of the suspension, and work to restore access promptly.

18.2 Either party may terminate for material breach not cured within 14 days after notice, or on insolvency. Unless a committed term has been agreed, either party may terminate on 30 days' written notice. A Pilot may be ended under clause 3.2.

18.3 On termination, accrued rights remain. Clauses concerning ownership, confidentiality, privacy, deletion, liability, indemnities, disputes and general terms survive to the extent needed to operate.

19. Changes to these Terms

19.1 Solicia may update these Terms on at least 30 days' notice. A change that materially reduces the Customer's rights does not apply during a committed paid term without the Customer's agreement, unless required by law or necessary to address an urgent security risk.

19.2 A change is deemed accepted and takes effect 30 days after notice, unless the Customer first gives Solicia written notice rejecting it. Continued use after the effective date confirms acceptance. If the Customer rejects a change, either party may terminate the affected Service, and the current Terms continue to apply until that termination takes effect.

20. Disputes and general terms

20.1 Before commencing litigation, a party must give details of the dispute and senior representatives must try in good faith to resolve it for at least 15 Business Days. Either party may seek urgent injunctive relief at any time.

20.2 The laws of New South Wales govern the Agreement, and its courts have non-exclusive jurisdiction.

20.3 Neither party may assign the Agreement without consent, which must not be unreasonably withheld, except to a successor in a bona fide restructure or sale that assumes the obligations. Solicia remains responsible for subcontracted performance.

20.4 Neither party is liable for delay caused by events beyond its reasonable control, except payment obligations. The affected party must mitigate and keep the other informed. If the event continues for 30 days and materially prevents the Service, either party may terminate the affected Service.

20.5 Notices to Solicia may be sent to paralegal@solicia.ai, and security incidents must also be sent to security@solicia.ai. Notices to the Customer are sent to its nominated administrator. Email is received when no delivery failure is returned, except that termination and legal-process notices should also be acknowledged by the recipient.

20.6 Business Day means a day other than a Saturday, Sunday or public holiday in Sydney, New South Wales.

20.7 If any part of these Terms is unenforceable, the rest continues to apply.