The specific Trellis Data Technology ("Trellis Technology") to which this User Agreement applies is set out in the Order (see Definitions of 'Order' and 'Electronic Acceptance' below) and may include one or more of the following products and related components:
Trellis Technology may be delivered as a cloud hosted service, a secure on premises deployment, or at the edge. The delivery model you require is specified in the Order..
Many artificial intelligence (AI) platforms use your data to further develop their products, including training their AI systems. We do not use your data, you use ours. The only time we access, view or use your data is when you request us to. Specifically, we will not access prompts, content created, AI decisions made, documents or other customer data used for any purpose you do not expressly agree to, including AI training, data collection, reselling, or any other form of data leakage.
Permission to use Trellis Technology is conditional upon the user and all Authorised Users ("you") agreeing to the terms and conditions set out in this Agreement.
If you are agreeing to this Agreement not as an individual but on behalf of your company, government, or other entity for which you are acting (for example, as an employee or governmental official), then "you" means your entity and you are binding your entity to this Agreement.
Trellis Technology is offered to you by Trellis Data Pty Ltd ABN 67 616 516 619 and where relevant, includes any related entities of Trellis Data Pty Ltd (Licensor or Trellis or Trellis Data or we or us).
This Agreement governs the use of Trellis Technology, any Additional Services and any associated goods and services.
"Additional Services" means other services related to Trellis Technology which may be provided to you by Trellis, including Technical Account Manager ("TAM") services, and Support and Maintenance.
"Affiliate" means an entity which, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with a party, where "control" means the power to direct the management or affairs of an entity, and "ownership" means the beneficial ownership of greater than 50% of the voting equity securities or other equivalent voting interests of the entity.
"Authorised Users" means the specific individuals who are designated or permitted to use Trellis Technology as part of the specified number of Seats.
"Documentation" means our standard published documentation for Trellis Technology.
"Electronic Acceptance" means for Orders placed online (or otherwise submitted electronically), the Customer's act of clicking "I Agree", "Purchase", "Confirm Order" or any equivalent button that finalises the transaction constitutes an electronic signature and binds the Customer to this User Agreement in the same manner as a manually signed Order.
"Effect of Acceptance" means by completing an online purchase, submitting a signed purchase order, or signing a paper contract, the Customer acknowledges that it has read, understood and agrees to be bound by this User Agreement and the applicable schedules attached to the Order.
"Feedback" means comments, questions, ideas, suggestions or other feedback relating to Trellis Technology, Support and Maintenance or Additional Services.
"Fees" or "Licence Fees" means the fees set out in an Order, as updated from time to time to reflect the current number of Seats in a given month, or as otherwise agreed between you and us when you access and use Trellis Technology.
"Laws" means all applicable local, state, federal and international laws, regulations and conventions, including those related to data privacy and data transfer, international communications and the exportation of technical or personal data.
"Licence Term" means your permitted licence term for Trellis Technology.
"New Releases" means any bug fixes, patches, major or minor releases, or any other changes, enhancements, or modifications to Trellis Technology that Trellis makes available to you as part of Support and Maintenance.
"Order" means any written, electronic or electronic payment request by the Customer for Trellis Technology, Additional Services and/or Support and Maintenance. An Order may be:
"Seats" means the number of individual licenses purchased by you to use the Trellis Technology, as originally specified in the Order and then as updated from time to time in accordance with your Order and this Agreement.
"Special Conditions" means those terms and conditions marked as being special conditions in the Order.
"Support and Maintenance" means any Trellis' support and maintenance services for Trellis Technology C.
"Term" means the period from you first use of Trellis Technology until this Licence Agreement expires or is terminated.
"Trellis Technology" means our technology systems, tools and platforms, as further described in the Order, including Trellis Secure Chat (TSC), Trellis Annotation Platform (TAP), Trellis Secure Vision (TSV), Trellis Secure Speech (TSS) and Trellis Intelligence Platform (TIP), whether deployed in the cloud, on prem or at the edge.
2.1 By using Trellis Technology, you will be deemed to have agreed to the terms and conditions contained in this Licence Agreement.
2.2 The effective date of this Agreement is the date which is the date of your initial access to or use of Trellis Technology, signing of an order, or the date you electronically accept the Order. By accessing and using Trellis Technology, you will be deemed to have accepted and will comply with these terms and conditions. Acceptance will bind you, your employees and any person you permit to use the relevant Trellis Technology.
2.3 You acknowledge that specific Trellis Technology set out in the Order and for which Seats are granted, is entirely separate from any of our other products or services. Payment obligations for any products or services are not contingent on the purchase or use of any of our other products (and for clarity, any purchases of any specific Trellis Technology and Additional Services are separate and not contingent on each other, even if listed on the same Order). You agree that your purchases are not contingent on the delivery of any future functionality or features (including future availability of any part of the Trellis Technology beyond the current licence term or any new releases), or dependent on any oral or written public comments made by Trellis regarding future functionality or features.
2.4 You acknowledge that Trellis Technology you have Ordered and any Additional Services are provided "as is", and Trellis expressly disclaim any and all warranties and representations of any kind, except to the extent set out in clause 11 (liability).
2.5 You further acknowledge that Trellis will not be liable for delays, interruptions, service failures or other problems inherent in use of the internet and electronic communications or other systems outside its reasonable control.
3.1 Subject to clauses 3.2 and 3.3, Trellis grants to you a personal, non-exclusive, non-sublicensable and non-transferable licence to use the Trellis Technology for the agreed number of Seats and for purposes set out in the Order for the Term, subject to the terms and conditions of this Licence Agreement.
3.2 Account Registration. You must register for an account with us in order to access or receive the Trellis Technology. You must ensure that your registration information is kept accurate, current and complete, including in relation to the number of Seats, Users and other related Order information, so that we may send notices, statements and other information to you by email. You are responsible for all actions taken through your account.
3.3 Authorised Users. Only Authorised Users may access and use Trellis Technology, and only for the number of Seats ordered and paid for. The authorisation of users is as defined in the Order. No other users are authorised to access and use Trellis Technology, unless or until you order additional Seats for those users. Additional seats/users may be ordered at any time.
3.4 The term of this Agreement automatically renews on the monthly anniversary of this Agreement signing unless terminated in writing by the Customer's duly Authorised Representative (or Customer Sponsor) to Trellis Data, no less than 14 days prior to next monthly cycle start date. For Agentaus, terminating the Order in writing or Online does not require the 14 day notice period, however.
3.5 Additional Seats/Users You may purchase additional Seats at any time. The Licence Fee for all Seats is calculated on a pro-rata basis for the initial month of use for the Seat, commencing on the date of first registration for the first Seat. Licence Fees are then calculated and payable on a month-by-month basis with reference to Licence Fees payable per Seat. You may cancel any Seats for the following month by providing at least forty-eight hours written notice to us. Except for the initial month where Licence Fees are on a pro rata basis, the Licence Fees for all Seats are charged up-front on a full calendar month basis. For clarity, if a Seat has been used for only one day in a month, the Licence Fee for that Seat applies for the full calendar month.
3.6 Cancellation of Monthly Subscriptions & Credit Forfeiture
When a Customer cancels any monthly subscription (including Agentaus, Trellis Secure Chat, TIP, etc.) during a billing cycle, the Customer retains the right to use any remaining External AI Credits, Token Top Ups, or unused Agent execution capacity for the remainder of that calendar month.
Any unused credits, top ups or Agent usage capacity not consumed by the end of the billing month are automatically forfeited and will not be refunded.
This forfeiture rule applies irrespective of the product and overrides any contrary provision elsewhere in the Order, unless the Order expressly includes a different refund arrangement in its Special Conditions.
4.1 The grant of any licence under this Licence Agreement is conditional upon you paying the Fees to Trellis in accordance with this Agreement.
4.2 The Licence Fees payable for a billing month are calculated on a per Seat registered basis for that month.
4.3 Agentaus Specific Licence Rights
The licence for the Agentaus Platform includes the right to create, configure and run Agentaus Agents, to consume External AI Credits and Token Top Ups, and to access approved third party AI model APIs (as listed in the Order).
Seats for Agentaus are billed per the schedule in the Order (monthly, annually or milestone based).
Usage of Agents, Credits and Tokens is measured against the Usage Metrics defined in the Order; fees are applied in accordance with the rates as defined online in the Order. These are subject to change from time to time and without notice..
You must pay the Licence Fees (together with all applicable taxes) specified in the Order, and adjusted each month on a per Seat basis (or other Fee basis, as stated in the Order), in accordance with the Order and where no currency is stated in the Order, in US dollars to Trellis' bank account (as nominated from time to time). For Agentaus and other online Trellis Technology, this payment may be done via Credit Card through the Trellis Data secure payment gateway.
4.4 Licence Fees must be paid on accordance with our payment terms. We do not provide credit unless otherwise agreed in writing in the Special Conditions.
4.5 By using the Trellis Technology, and/or by consuming any of the Services, a Fee becomes payable by you to us. The Fee is referenced in the Order, as updated (including by an adjustment to the number of Seats) from time to time.
4.6 Fixed Term-Minimum Spend+ subscriptions are billed monthly in advance and are non-refundable. Invoices for Fees are payable within 7 calendar days from issue date. Should you opt-in for auto-debit payments, the payments will be made from your selected financial institution within 7 calendar days from invoice issue date, unless specified differently on the invoice.
4.7 We may charge you (and you must pay) interest at 4% per annum on any sum due under this Licence Agreement which remains unpaid after 30 days after its due date, such interest to accrue daily until the sum is paid
5.1 You agree and acknowledge that:
5.2 Nothing in this Licence Agreement affects the ownership of moral rights in Trellis Technology.
5.3 From time to time, you may choose to submit Feedback to us. Trellis may in connection with any of its products or services freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise. No Feedback will be considered your Confidential Information, and nothing in this Agreement limits Trellis' right to independently use, develop, evaluate, or market products or services, whether incorporating Feedback or otherwise.
5.4 Where Trellis provides any part or component of the Trellis Technology under licence from a third party, such as nonproprietary anti-virus software, Trellis may require you to enter into or comply with a separate licence arrangement with that third party for the use of that part or component. Trellis may also need to provide proprietary notices from time to time in relation to that third party material.
1.5 Parts of the Trellis Secure Chat element of Trellis Technology may include some features built with Llama. The opensource Llama licence conditions applying to use of the Llama component are located here: https://www.llama.com/llama3_1/license/
6.1 Except as otherwise specified in this Agreement, each party agrees that all code, inventions, know-how, and business, technical and financial information disclosed to such party ("Receiving Party") by the disclosing party ("Disclosing Party") constitute the confidential property of the Disclosing Party ("Confidential Information"), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure.
6.2 Any Trellis Technology and any performance information relating to Trellis Technology will be deemed Confidential Information of Trellis without any marking or further designation, including any Agentaus Platform, code or configuation.
6.3 Except as expressly authorised herein, the Receiving Party will (1) hold in confidence and not disclose any Confidential Information to third parties and (2) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under this Agreement.
6.4 The Receiving Party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know, provided that they are bound to confidentiality obligations no less protective of the Disclosing Party than this Agreement, and that the Receiving Party remains responsible for compliance by them with the terms of this Agreement. The Receiving Party's confidentiality obligations will not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information.
6.5 The Receiving Party may also disclose Confidential Information if so required pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party).
6.6 The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party will be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law
7.1 To the maximum extent permitted by law, you must not copy, alter, modify, adapt, translate, rent, lease, lend or commercially exploit or create derivative works of Trellis Technology or any part of Trellis Technology.
7.2 You must not reverse engineer, decompile or disassemble Trellis Technology, or any part of Trellis Technology, other than as permitted by applicable law.
7.3 You must not create or attempt to create the source code from the object code of Trellis Technology.
7.4 You must not remove, obscure, or alter in any way any attribution to Trellis Data included in Trellis Technology.
7.5 You must not make any modification to Trellis Technology without the express written permission of the CEO of Trellis Data or the CEO's approved delegate.
7.6 You agree that you must protect Trellis Technology at all times from unauthorised access, use or damage and will report any unauthorised access event within 48 hours to Trellis Data..
8.1 You are not permitted to connect Trellis Technology to other third-party products or services, other than those stated in the Order or available via the Trellis Technology for connection.
8.2 Only Authorised Users are permitted to connect Trellis Technology to other third-party products or services, as per the integrated solution required to deliver Trellis Data's obligations under this Agreement.
8.3 We are not responsible for any access to or use of your data by third-party providers or their products or services, or for the security or privacy practices of any third-party provider or its products or services. You are solely responsible for your decision to permit any third-party provider or third-party product or service to use your data. It is your responsibility to carefully review the agreement between you and the third-party provider, as provided by the applicable third-party provider.
8.4 Trellis Data has and will have no liability or responsibility for any third-party products or services (whether in respect of support, availability, security or otherwise) or for the acts or omissions of any third-party providers or vendors.
9.1 The only time we access, view or use your data is when you request us to.
9.2 We may otherwise collect certain data and personal information from you in connection with your use of Trellis Technology and otherwise in connection with this Agreement. All such data and information will be collected and used by Trellis Data in accordance with our Privacy Policy (available by request). You consent to our collection and use of your data and information on these terms (and in accordance with our Privacy Policy).
9.3 In the case of Trellis Technology connecting to an External AI provider, when you consume External AI Credits, prompts and model outputs may be transmitted to the third party provider for processing. You remain responsible for complying with any privacy obligations imposed by the third party provider. This also applies to any Trellis Technology that integrates with third party providers.
10.1 You will use Trellis Technology at your sole and entire risk.
10.2 You acknowledge and agree that Trellis Technology does not necessarily provide definitive answers and solutions and that the effective and accurate use of Trellis Technology necessarily requires an element of human intervention and careful selection.
11.1 Australian laws may give you certain rights or limit the operation of certain provisions of this Licence Agreement. The limitation set out in this clause is subject to those laws.
11.2 All express or implied warranties, representations, statements, terms and conditions relating to this Licence Agreement, not contained in this Licence Agreement, are, subject to clause 11.3, excluded from this Licence Agreement to the extent permitted by law. Neither Trellis nor any of its third party suppliers makes any representation, warranty or guarantee as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of Trellis Technology or any content therein or generated therewith, or that:
11.3 Nothing in this Licence Agreement excludes, restricts or modifies any condition, warranty, right or remedy implied or imposed by any statute or regulation, including without limitation the Consumer and Competition Act 2010 (Cth.), which cannot lawfully be excluded, restricted or modified, including without limitation implied terms and warranties which operate to protect the purchasers of goods and services in various circumstances.
11.4 If any condition or warranty is implied into this Licence Agreement under the Consumer and Competition Act 2010 (Cth.) (or other applicable statutes or regulations) and cannot be excluded, and Trellis is able to limit your remedy for a breach of such a condition or warranty, then Trellis's liability for breach of the condition or warranty is limited to one or more of the following at Trellis's option:
11.5 Subject to Trellis's obligations under the implied conditions and warranties referred to in clause 11.3, Trellis's maximum aggregate liability for all claims under or relating to this Licence Agreement or its subject matter (including, without limitation and if applicable, support and maintenance services under clause 11), whether in contract, tort (including without limitation negligence), in equity, under statute, under an indemnity or on any other basis, is limited to an amount equal to the Fees paid by you under this Licence Agreement in the preceding 12 month period.
11.6 Subject to Trellis's obligations under the implied conditions and warranties referred to in clause 11.3, Trellis is not liable for, and no measure of damages will, under any circumstances, include:
12.1 You hereby indemnify Trellis against any liabilities, losses, expenses or other costs (including, but not limited to, reasonable legal fees) arising from or in relation to any wilful, negligent or unlawful act or omission of, or breach of this Licence Agreement by you, or (to the extent permitted by law) any use of or reliance by you on Trellis Technology. This includes any use of External AI Credits in breach of third party provider terms..
12.2 Where this clause refers to a person who is not a party to this Licence Agreement then Trellis holds the benefit of this clause on trust for them.
13.1 This Licence Agreement remains in effect unless it is terminated under this clause 13.
13.2 You may choose to stop using Trellis Technolog and terminate this Agreement at any time for any reason upon written notice to Trellis, upon any such termination (i) you will not be entitled to a refund of any pre-paid Fees and (ii) if you have not already paid all applicable Fees for the then-current Licence Term or related services period (as applicable), any such fees that are outstanding will become immediately due and payable.
13.3 Either party may terminate this Agreement with immediate effect by giving written notice if:
13.4 Termination of this Agreement will be in addition to and not in lieu of any other remedies available to Trellis.
13.5 On expiration or termination of this Agreement, your licence to Trellis Technology and any Trellis Technology terminates and you must cease using all Trellis Technology. You must also return or destroy (at our election) any Confidential Information of Trellis.
14.1 This clause 14 applies if and when you purchase pre-paid support and maintenance services from Trellis through a relevant Order and have paid all support and maintenance fees in full.
14.2 Trellis will provide support and maintenance services to you in accordance with the relevant Order and Trellis's polices and/or other maintenance and support materials provided by Trellis.
14.3 You acknowledge and agree that support and maintenance services do not extend to:
14.4 Trellis will perform the support and maintenance services with due care and skill. Trellis disclaims all other warranties, either express or implied, including without limitation warranties of merchantability and fitness for a particular purpose.
15.1 Where Trellis Technology is subject to export restrictions imposed by the Australian government and/or import restrictions imposed by foreign governments, you agree to comply with all applicable export and import laws and regulations in your access to, and use of Trellis Technology. You shall not (and shall not allow any third-party to) remove or export from Australia or allow the import, export or re-export of any part of Trellis Technology or any direct product thereof:
15.2 You represent and warrant that you are not located in, under the control of, or a national or resident of, any such prohibited country. You also certify that you are not a Prohibited Person nor owned, controlled by, or acting on behalf of a Prohibited Person. You agree not to use or provide Trellis Technology for any prohibited end use.
15.3 For clarity, you must not permit a Prohibited Person to access or use any part of the Trellis Technology.
16.1 This Licence Agreement and accompanying Order is the entire agreement between the parties about its subject matter and replaces all previous agreements, understandings, representations and warranties about that subject matter.
16.2 Each party represents and warrants that it has not relied on any representations or warranties about the subject matter of this Licence Agreement except as expressly provided in this Licence Agreement.
16.3 If there is any inconsistency between the terms of an Order and this Licence Agreement, the terms of this Licence Agreement will prevail.
17.1 Before resorting to external dispute resolution mechanisms, a party must notify the other that a dispute has arisen in connection with this Licence Agreement, including any claims it may have against the other party.
17.2 On receipt of a notice of dispute, the parties must attempt to resolve the dispute in good faith through discussions between each party's senior management.
17.3 If a dispute is not settled by the parties within 10 business days of a notice of a dispute, the parties may pursue other forms of dispute resolution.
17.4 Nothing in this clause 17 prevents either party from seeking urgent injunctive relief deemed necessary to protect its Confidential Information or intellectual property rights.
18.1 This Licence Agreement will be governed by and construed in accordance with the laws for the time being in force in the Australian Capital Territory, Australia and the parties agree to submit to the jurisdiction of the courts and tribunals of the Australian Capital Territory.
19.1 No forbearance, delay or indulgence by a party in enforcing the provisions of this Licence Agreement will prejudice or restrict the rights of that party, nor will any waiver of those rights operate as a waiver of any subsequent breach.
20.1 You may not assign this Agreement or any right to use Trellis Technology without the written consent of Trellis.
21.1 Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement (including clauses relating to confidential information, intellectual property, liability and indemnity) survive termination or expiry of this Licence Agreement.
22.1 Should any part of this Licence Agreement be or become invalid, that part will be severed from this Licence Agreement. Such invalidity will not affect the validity of the remaining provisions of this Licence Agreement.
23.1 Where the Order contains agreed Special Conditions, then the terms and conditions specified in the Special Conditions will prevail to the extent of any inconsistency with the provisions of this Licence Agreement.
Questions? Please email [email protected]