Terms of Service

1. Agreement and authority

These Terms of Service (Terms) govern access to and use of Erstan's websites, applications, APIs, AI features, Agents, integrations, support, and related services (together, the Service).

These Terms form a contract between ERSTAN PTY LTD (ABN 98 697 458 914), with its registered office in Heidelberg VIC 3084, Australia (Erstan, we, us) and the person or organisation that creates an account, accepts an Order, or uses the Service (Customer, you).

You accept these Terms when you click to accept them, complete checkout, sign an Order Form, or access or use the Service. If you accept for an organisation, you confirm that you have authority to bind it. You must be at least 18 years old and legally able to enter this contract. The Service is intended for business use.

2. The Service and Orders

A plan selection, online checkout, statement of work, or signed order form is an Order. An Order may describe the plan, subscription period, fees, included allowances, support, implementation work, and any special terms. If an Order conflicts with these Terms, the Order controls only for that conflict. A signed data processing addendum controls for its subject matter.

We may provide previews, beta features, trials, or early-access functionality. We will identify these where reasonably practicable. They may be changed or withdrawn and may be less reliable than generally available features. Commercial commitments, service levels, or warranties for a preview apply only if an Order says so.

3. Accounts and administrators

You are responsible for your account, your authorised users, and activity performed through them. Keep credentials and API keys confidential, use reasonable access controls, and tell us promptly at sales@erstan.com if you suspect unauthorised access.

Account and workspace administrators may invite or remove users, configure integrations and Agents, approve purchases, enable auto-recharge, access usage and billing information, and control Customer Content. You are responsible for choosing administrators and for their actions. A user must not access another customer account without permission.

4. Customer Content and data

Customer Content means information, files, prompts, instructions, credentials, records, and other material submitted to or generated for you through the Service. As between the parties, you retain ownership of Customer Content. You grant us a limited right to host, copy, transmit, process, and display Customer Content only as reasonably necessary to provide, secure, maintain, and support the Service, comply with law, and follow your documented instructions.

You are responsible for ensuring that:

• you have the rights, notices, permissions, and lawful basis needed to use Customer Content;
• your instructions and use of Customer Content comply with applicable law;
• you do not submit data that the Service is not designed or agreed to handle; and
• you configure access, retention, integrations, and approvals appropriately for your use case.

If Customer Content contains personal information, privacy law may apply to both you and us. Our Privacy Policy describes our handling of personal information. If the parties sign a data processing addendum, that addendum forms part of this contract.

5. AI features and automated actions

The Service can use artificial intelligence to analyse information, generate content, recommend steps, and operate tools or connected systems. AI systems are probabilistic. Output may be incomplete, inaccurate, outdated, biased, or unsuitable, and similar output may be produced for other users.

Agents and integrations can read, create, update, send, approve, or otherwise act on data in connected systems. You control their instructions, permissions, approval settings, and scope. You must test important workflows, maintain appropriate human oversight, and verify consequential actions such as payments, record changes, external communications, and decisions affecting people. Approval and safety controls reduce risk but do not replace your review.

6. Bring-your-own-key and Erstan-managed keys

The Service may support either or both of these AI access modes for an account or workload:

• Bring-your-own-key (BYOK). You connect your own supported model-provider account or API key. Your provider agreement and provider charges apply directly between you and that provider. Erstan does not deduct Managed AI Credits for model-provider token usage that is actually routed through your BYOK connection. Other plan limits, Erstan features, and third-party charges may still apply.
• Erstan-managed keys. Erstan supplies the model-provider connection. Usage routed through that connection consumes Managed AI Credits under section 7.

The selected model, feature, connection status, or workspace policy can determine which mode is used. Managed usage remains subject to the rates, balance, and ledger shown in Billing. You must not assume that adding one provider key makes every AI or processing feature BYOK.

7. Credits, allowances, storage and caps

Managed AI Credits

A Managed AI Credit or Credit is an internal usage-accounting unit for managed AI. It is not cash, cryptocurrency, stored value, or a fixed number of model tokens. The Credits used can vary by provider, model, input and output tokens, caching, media, and other processing. Current rates and usage are shown in the Service or applicable Order.

• Included Credits are part of a plan for its stated billing period. They are used first, reset at the end of that period, and do not roll over unless the Order says otherwise.
• Purchased Credits are prepaid top-ups added after payment is confirmed. They are used after expiring included allowances and do not expire merely because an included allowance period ends. Any other expiry must be disclosed before purchase.
• Credits are account-specific, non-transferable, and not redeemable for cash. Top-ups are not refundable except where required by law, where we charged you in error, or where the purchase terms expressly say otherwise.

When the available managed balance reaches zero, managed AI work may pause until an administrator adds Credits, enables a valid auto-recharge, changes the configuration to BYOK, or moves to a plan with an allowance. We do not convert exhausted prepaid usage into an undisclosed post-paid overage charge.

Other allowances

Plans may include storage, Actions, users, workspaces, or other limits. The plan or Order will identify the applicable allowance and the consequence of reaching it. For example, new uploads may pause when storage is full. Metering a unit does not by itself authorise us to charge for it. We will disclose a usage charge or blocking cap before it applies.

8. Subscriptions, trials, cancellation and billing

Fees, currency, billing frequency, taxes, and included allowances are shown at checkout or in the Order. You authorise Erstan and its payment provider to charge the selected payment method for those amounts. Prices shown as excluding tax will have applicable tax added.

An administrator can cancel a self-serve subscription through Billing or the linked billing portal. Unless checkout or an Order says otherwise, cancellation takes effect at the end of the current paid period, access continues until then, and there is no refund for an unused part of that period. This does not limit refund, cancellation, or other rights that cannot lawfully be excluded.

If payment fails, we may retry the payment and notify account administrators. We may restrict paid features after a reasonable opportunity to fix the payment method, subject to the Order and applicable law. You remain responsible for properly incurred amounts.

9. Auto-recharge

Auto-recharge is optional and off until an authorised administrator explicitly enables it. When enabled, you authorise us to charge the saved payment method and add the configured amount of Credits when the managed balance falls below the chosen threshold, subject to the displayed monthly cap.

Billing settings show the threshold, recharge amount, cap, and status. An administrator can turn auto-recharge off or change those settings for future recharge attempts. Disabling it does not reverse a charge already completed. We will not use an Action balance or another usage unit to trigger a card charge unless the Service separately presents that option and an administrator expressly consents to it.

10. Acceptable use

You and your users must not use the Service to:

• break the law, infringe rights, deceive, defraud, harass, or cause unlawful harm;
• upload malware, disrupt the Service, probe for vulnerabilities without permission, or evade security controls;
• access data, accounts, systems, or credentials without authorisation;
• circumvent plan limits, usage measurement, approval controls, or payment obligations;
• resell or provide the Service to third parties except under an agreed partner or Order arrangement;
• reverse engineer the Service except to the limited extent the law expressly permits; or
• use AI output or automated actions without oversight where doing so creates an unreasonable risk to a person's rights, safety, or livelihood.

You must also comply with reasonable technical restrictions and the acceptable-use rules of connected providers. If we reasonably believe a use creates an urgent security, legal, or safety risk, we may limit that use under section 15.

11. Third-party services and integrations

The Service can connect to products such as model providers, NetSuite, identity providers, communications tools, and payment services. Those products are provided under separate terms between you and the third party. You authorise us to exchange Customer Content with a connected service as needed to perform your instructions.

We are not responsible for a third party's service, pricing, changes, availability, or handling outside our control. We remain responsible for our own obligations and do not exclude liability that applicable law assigns to us. Removing an integration may stop related Agents or features.

12. Ownership and feedback

Erstan and its licensors own the Service, software, documentation, branding, templates, and other materials we provide, excluding Customer Content. Subject to these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable right to use the Service during the subscription for your internal business purposes.

To the extent permitted by law and applicable provider terms, you may use output generated for you. Output may not be unique, and we do not promise that it is eligible for intellectual property protection or that every use is non-infringing. You are responsible for reviewing output before publication or commercial use.

If you voluntarily give us feedback, you allow us to use it without restriction or payment, provided we do not identify you publicly as its source without permission.

13. Confidentiality and security

Each party may receive non-public information that a reasonable person would understand is confidential. The receiving party will use it only to perform this contract, protect it with reasonable care, and disclose it only to personnel and service providers who need it and are bound by confidentiality obligations. This does not cover information that is public without breach, already lawfully known, independently developed, or lawfully received from another source.

A party may disclose confidential information where law requires it, after giving notice where legally permitted. We maintain reasonable administrative, technical, and organisational safeguards for the Service. No online service is completely secure, and you remain responsible for secure configuration, user access, endpoint security, backups you require, and protecting connected-system credentials.

14. Availability, support and service changes

We work to keep the Service available and to address reported problems, but uninterrupted or error-free operation is not guaranteed. Planned maintenance, emergencies, internet failures, and third-party outages may affect availability. Any binding service level or support response time must be stated in an Order.

We may improve or change the Service. We will not materially reduce the core functionality of a paid plan during its current subscription period without reasonable notice, unless a change is needed urgently for security, legal compliance, or a third-party dependency. If a non-urgent change materially reduces purchased functionality, we will provide a reasonable remedy, such as an alternative, the ability to cancel, or an appropriate credit.

15. Suspension and termination

We may suspend affected access where reasonably necessary to address a security incident, unlawful use, material breach, non-payment, or a risk of harm to the Service or others. Where practicable, we will limit the suspension, tell an administrator why, and give a reasonable opportunity to fix the issue. We may terminate for an uncured material breach after notice, or immediately where the breach cannot reasonably be cured or law requires it.

You may stop using the Service at any time and may cancel a subscription under section 8. Before access ends, you should export Customer Content you need. After termination, we may delete Customer Content according to our retention practices and legal obligations. If we discontinue the paid Service or terminate without your breach, we will refund prepaid subscription fees for the unused period and the purchase value of unused top-up Credits, unless we provide a reasonable equivalent service or the parties agree otherwise.

Terms that by their nature should continue after termination do so, including payment obligations, confidentiality, ownership, disclaimers, liability limits, and general terms.

16. Warranties and rights that cannot be excluded

Each party warrants that it has authority to enter this contract. We warrant that we will provide paid services with reasonable care and skill. Except for express commitments in these Terms or an Order, and to the extent law permits, the Service is provided on an "as available" basis and we do not make implied promises about fitness for a particular purpose, uninterrupted availability, or the accuracy of AI output.

17. Liability

To the extent permitted by law, neither party is liable to the other for indirect, incidental, special, exemplary, or consequential loss, or for lost profit, revenue, goodwill, or anticipated savings, except to the extent that the loss was reasonably foreseeable and cannot lawfully be excluded.

To the extent permitted by law, each party's total liability arising out of the Service in any 12-month period is limited to the greater of AUD 1,000 and the fees paid or payable for the Service in that period. The limits do not apply to payment obligations, fraud, wilful misconduct, death or personal injury caused by negligence, infringement or misappropriation of the other party's intellectual property, breach of confidentiality, or liability that cannot lawfully be limited.

Where the law permits a remedy for a non-consumer service to be limited, our liability may be limited, at our option, to supplying the affected service again or paying the reasonable cost of having it supplied again.

18. Changes to these Terms and prices

We may update these Terms as the Service or law changes. We will post the updated Terms and change the date above. For a material change that adversely affects an existing paid customer, we will give reasonable advance notice, normally at least 30 days. The change will apply from the next renewal unless law, security, or a new feature you choose requires it sooner. If you do not agree, you may cancel before the change takes effect.

We may change plan prices on advance notice. A price increase applies no earlier than the next renewal after the notice period, and you may cancel before renewal. Usage rates can change as provider costs change, but the current rate must be shown in the Service before new managed usage is charged at that rate.

19. General and contact

These Terms and the Orders are the entire agreement about the Service and replace earlier discussions on that subject. A failure to enforce a term is not a waiver. If a term is unenforceable, it is adjusted only as much as necessary and the rest remains effective. Neither party is liable for delay caused by events outside its reasonable control, but this does not excuse payment already due.

You may not assign this contract without our consent, which we will not unreasonably withhold. We may assign it as part of a merger, reorganisation, financing, or sale of substantially all of the relevant business, provided the assignee assumes our obligations. No third party has a right to enforce these Terms unless an Order says otherwise.

The governing law and courts are those identified in the applicable Order. If the Order does not identify them, the laws of Victoria, Australia apply, and the courts of Victoria have non-exclusive jurisdiction. Mandatory rights that apply where you are located are not affected. Before starting formal proceedings, each party will try in good faith for 30 days to resolve a dispute after written notice, unless urgent relief is needed.

Questions, legal notices, and billing concerns can be sent to sales@erstan.com. Please include your account name and enough detail for us to respond. We may send notices to an account administrator's registered email or through the Service.