Terms & Conditions

1. General Terms

These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("Customer", "you", "your") and NextLayer AI Pty Ltd (ABN pending), a company registered in Australia ("NextLayer AI", "we", "us", "our"), governing your access to and use of the NextLayer AI platform, including the web application, APIs, backend services, document processing engine, and all related software and documentation (collectively, the "Service").

By accessing or using the Service, you agree to be bound by these Terms. If you are entering into these Terms on behalf of an organisation, you represent that you have the authority to bind that organisation, and "you" refers to that organisation.

If you do not agree to these Terms, you must not access or use the Service.

2. Definitions

• "Authorised User" means any individual granted access to the Service under your account.
• "Customer Data" means all data, documents, files, and information uploaded to or processed by the Service on your behalf.
• "Extracted Data" means structured data produced by the Service from processing your Customer Data.
• "MYOB Exo" means the MYOB Exo Business ERP software to which the Service integrates.
• "Processing" means the automated extraction, validation, customer matching, and job creation performed by the Service.
• "Subscription" means the paid plan selected by the Customer for access to the Service.
• "Tenant" means an isolated organisational unit within the Service, with independent configuration and data.
• "Third-Party AI Provider" means external AI/LLM services (such as OpenAI or Anthropic) used by the Service for document extraction.

3. Account & Access

3.1. You must register an account to access the Service. You are responsible for maintaining the confidentiality of your login credentials and for all activities under your account.

3.2. You must provide accurate and complete registration information. You agree to update your information to keep it current.

3.3. You must notify us immediately of any unauthorised use of your account or any security breach.

3.4. You are responsible for ensuring that all Authorised Users comply with these Terms.

3.5. We reserve the right to suspend or terminate accounts that violate these Terms, exhibit suspicious activity, or remain inactive for more than 12 months.

4. Subscription & Payment

4.1. The Service is offered on a subscription basis. The specific features, document limits, and pricing applicable to your Subscription are set out in the applicable order form or pricing page.

4.2. Subscription fees are payable in advance on a monthly or annual basis, as specified in your order form.

4.3. All fees are quoted exclusive of GST (Australia), VAT (United Kingdom), and any other applicable taxes, which will be added at the prevailing rate.

4.4. We may revise our fees upon 30 days' written notice. Revised fees take effect at the start of the next billing period.

4.5. If payment is not received within 14 days of the due date, we may suspend access to the Service until payment is received.

4.6. Free trial periods do not require payment. At the end of a trial, you must subscribe to continue using the Service. No data is deleted for 30 days after trial expiry.

5. Licence & Usage

5.1. Subject to these Terms and payment of applicable fees, we grant you a non-exclusive, non-transferable, revocable licence to access and use the Service for your internal business purposes during the Subscription term.

5.2. This licence does not include the right to: (a) sublicense, resell, or redistribute the Service; (b) modify, reverse-engineer, or create derivative works of the Service; (c) use the Service to develop a competing product; or (d) exceed the usage limits of your Subscription plan.

5.3. We retain all rights not expressly granted in these Terms.

6. Data Processing

6.1. Ownership. You retain full ownership of your Customer Data. We do not claim any ownership rights over your data.

6.2. Processing Licence. You grant us a limited licence to process your Customer Data solely for the purpose of providing the Service, including transmitting document content to Third-Party AI Providers for extraction.

6.3. Third-Party AI Providers. The Service uses Third-Party AI Providers (currently OpenAI and Anthropic) to perform document data extraction. By using the Service, you acknowledge that document content will be transmitted to these providers for processing. We select providers with enterprise-grade data handling policies and do not permit them to use your data for model training.

6.4. Data Retention. Customer Data is retained for the duration of your Subscription plus 90 days. After this period, data may be permanently deleted. You may request data export at any time during your Subscription.

6.5. Data Location. Customer Data may be processed and stored in data centres located in Australia, the United States, and the European Union. Where data is transferred internationally, appropriate safeguards are in place.

6.6. MYOB Exo Data. When using the Direct Database integration, the Service connects to your MYOB Exo SQL Server instance using credentials you provide. We do not store your Exo database credentials on our servers beyond encrypted configuration storage.

7. Privacy Policy

7.1. Information We Collect

We collect: (a) Account information — name, email address, organisation name, role; (b) Usage data — login times, pages visited, features used, document upload counts; (c) Customer Data — documents and files you upload for processing; (d) Technical data — IP address, browser type, device information.

7.2. How We Use Your Information

We use your information to: (a) provide and operate the Service; (b) process documents and create MYOB Exo jobs as instructed; (c) communicate with you about your account; (d) improve the Service and develop new features; (e) comply with legal obligations; (f) detect fraud and enforce these Terms.

7.3. Information Sharing

We do not sell your personal information. We share information only with: (a) Third-Party AI Providers as necessary to perform document extraction; (b) hosting and infrastructure providers; (c) professional advisors (legal, audit); (d) law enforcement where required by law.

7.4. Data Security

We implement industry-standard security measures including: encrypted data in transit (TLS 1.2+), hashed passwords (bcrypt), JWT-based authentication, role-based access control, tenant data isolation, and comprehensive audit logging.

7.5. Your Rights

Depending on your jurisdiction, you may have the right to: access your personal data, correct inaccurate data, request deletion, restrict processing, data portability, and object to processing. See the jurisdiction-specific sections below for details.

7.6. Cookies

The Service uses essential cookies for authentication (JWT tokens stored in browser local storage). We do not use third-party tracking cookies or advertising cookies.

8. Acceptable Use Policy

You agree not to:

• Upload documents containing illegal content, malware, or content that infringes third-party rights.
• Attempt to gain unauthorised access to the Service, other accounts, or our infrastructure.
• Use the Service to process documents you do not have the right to process.
• Interfere with or disrupt the Service, servers, or networks connected to the Service.
• Use automated scripts to access the Service in a manner that exceeds reasonable usage.
• Reproduce, duplicate, sell, or exploit any portion of the Service without our express written permission.
• Use the Service for any purpose that violates applicable local, state, national, or international law.
• Upload documents containing sensitive personal data (health records, financial account numbers, government identifiers) unless your Subscription plan expressly permits it.

Violation of this policy may result in immediate suspension or termination of your account without refund.

9. Intellectual Property

9.1. The Service, including its source code, design, algorithms, documentation, trademarks, logos (including the NextLayer AI name and logo), and all related intellectual property, is owned by NextLayer AI and is protected by copyright, trademark, and other intellectual property laws of Australia, the United Kingdom, and international treaties.

9.2. Your Customer Data remains your intellectual property. The Extracted Data generated by the Service from your Customer Data is also your property.

9.3. We may use anonymised, aggregated usage data (not Customer Data) to improve the Service and for analytics purposes.

9.4. You grant us permission to display your organisation name and logo as a customer reference, unless you notify us in writing that you do not consent.

10. Limitation of Liability

10.1. To the maximum extent permitted by applicable law, NextLayer AI's total aggregate liability arising out of or in connection with these Terms or the Service shall not exceed the total fees paid by you in the 12 months preceding the claim.

10.2. NextLayer AI shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, goodwill, or business opportunity, however caused and whether in contract, tort (including negligence), or otherwise.

10.3. NextLayer AI is not liable for: (a) errors or inaccuracies in AI-extracted data; (b) incorrect job creation in MYOB Exo resulting from inaccurate extraction; (c) any loss arising from your failure to verify Extracted Data before it is used; (d) downtime of Third-Party AI Providers; (e) data loss caused by your actions or third-party services.

10.4. Nothing in these Terms excludes or limits liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any liability that cannot be excluded or limited under applicable law (including Australian Consumer Law and UK Consumer Rights Act 2015).

11. Indemnification

11.1. You agree to indemnify, defend, and hold harmless NextLayer AI and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in connection with: (a) your use of the Service; (b) your breach of these Terms; (c) your Customer Data; (d) your violation of any applicable law or third-party rights.

12. Termination

12.1. You may terminate your Subscription at any time by providing 30 days' written notice. No refunds are provided for unused portions of prepaid Subscription periods unless required by applicable consumer protection law.

12.2. We may terminate or suspend your access immediately if you breach these Terms, fail to pay fees when due, or engage in conduct that we reasonably believe may harm us or other users.

12.3. Upon termination: (a) your access to the Service will cease; (b) you may request export of your Customer Data within 30 days; (c) after 90 days, your data may be permanently deleted; (d) provisions that by their nature should survive termination (including Sections 9, 10, 11, 14, 15, 16, and 17) will continue to apply.

13. Warranties & Disclaimers

13.1. We warrant that the Service will perform substantially in accordance with its documentation during your Subscription term.

13.2. Except as expressly stated in these Terms and to the maximum extent permitted by law, the Service is provided "as is" and "as available" without warranties of any kind, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

13.3. We do not warrant that: (a) the Service will be uninterrupted or error-free; (b) AI extraction will be 100% accurate; (c) the Service will meet all your specific requirements; (d) any defects will be corrected within a specific timeframe.

13.4. You acknowledge that AI-powered extraction involves probabilistic outputs and you are responsible for verifying Extracted Data before relying upon it or using it to create records in MYOB Exo or any other system.

14. Confidentiality

14.1. Each party agrees to keep confidential all non-public information disclosed by the other party that is designated as confidential or that should reasonably be understood to be confidential ("Confidential Information").

14.2. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party; (c) is independently developed without use of the disclosing party's Confidential Information; or (d) is rightfully received from a third party without restriction.

14.3. The obligation of confidentiality survives termination of these Terms for a period of 3 years.

15. Australian Law Provisions

The following provisions apply where Australian law governs these Terms or where the Customer is located in Australia:

15.1. Australian Consumer Law

Nothing in these Terms is intended to exclude, restrict, or modify any consumer guarantee, right, or remedy conferred by the Competition and Consumer Act 2010 (Cth), Schedule 2 (Australian Consumer Law, "ACL"), or any equivalent state or territory legislation, that cannot be excluded, restricted, or modified by agreement.

15.2. Consumer Guarantees

If the ACL applies to you as a consumer, our services come with guarantees that cannot be excluded under the ACL. For major failures with the Service, you are entitled to: (a) cancel the Service; and (b) a refund for the unused portion. You are also entitled to be compensated for any other reasonably foreseeable loss or damage. If the failure does not amount to a major failure, you are entitled to have problems with the Service rectified in a reasonable time.

15.3. Privacy Act 1988

We comply with the Privacy Act 1988 (Cth) and the Australian Privacy Principles (APPs). Where we collect personal information from Australian users, we handle it in accordance with the APPs. You have the right to: (a) request access to your personal information; (b) request correction of inaccurate information; (c) make a privacy complaint to us or the Office of the Australian Information Commissioner (OAIC).

15.4. Notifiable Data Breaches

In the event of an eligible data breach affecting your personal information, we will comply with the Notifiable Data Breaches (NDB) scheme under Part IIIC of the Privacy Act 1988 and notify you and the OAIC as required.

15.5. GST

All fees are exclusive of GST. Where GST is payable on a supply made under these Terms, the Customer must pay an additional amount equal to the GST payable on that supply. Terms defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) have the same meaning in this clause.

15.6. Governing Law (Australia)

If you are an Australian Customer, these Terms are governed by the laws of New South Wales, Australia. Each party irrevocably submits to the non-exclusive jurisdiction of the courts of New South Wales and courts competent to hear appeals therefrom.

16. United Kingdom Law Provisions

The following provisions apply where UK law governs these Terms or where the Customer is located in the United Kingdom:

16.1. Consumer Rights Act 2015

If you are a UK consumer, nothing in these Terms affects your statutory rights under the Consumer Rights Act 2015. Digital content (including the Service) must be of satisfactory quality, fit for a particular purpose, and as described. If it is not, you may be entitled to a repair, replacement, or refund.

16.2. Unfair Contract Terms

If you are a UK consumer, any term in these Terms that is found to be unfair under Part 2 of the Consumer Rights Act 2015 or the Unfair Contract Terms Act 1977 will not be binding on you. The remainder of these Terms will continue to apply.

16.3. UK GDPR & Data Protection Act 2018

Where we process personal data of UK data subjects, we comply with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. In this context:

• Data Controller: You are the data controller for personal data contained in your Customer Data. NextLayer AI acts as a data processor.
• Data Processor Obligations: We process personal data only on your documented instructions, ensure personnel are bound by confidentiality, implement appropriate technical and organisational security measures, assist with data subject rights requests, notify you without undue delay of any personal data breach, and delete or return personal data upon termination.
• International Transfers: Where personal data is transferred outside the UK, we rely on adequacy decisions, Standard Contractual Clauses (SCCs), or other approved transfer mechanisms.
• Data Subject Rights: UK data subjects have the right to: access, rectification, erasure, restriction of processing, data portability, and objection. Requests should be directed to your organisation (as data controller), and we will assist you in responding.

16.4. VAT

All fees are exclusive of UK Value Added Tax (VAT). Where VAT is applicable, it will be charged at the prevailing rate and shown separately on invoices.

16.5. Governing Law (United Kingdom)

If you are a UK Customer, these Terms are governed by the laws of England and Wales. Each party irrevocably submits to the non-exclusive jurisdiction of the courts of England and Wales. If you are a consumer, you may also bring proceedings in the courts of the country where you are domiciled.

17. Governing Law & Dispute Resolution

17.1. For Customers not located in Australia or the United Kingdom, these Terms are governed by the laws of New South Wales, Australia, without regard to its conflict of law principles.

17.2. Before initiating any formal dispute resolution, the parties agree to attempt to resolve any dispute arising out of or relating to these Terms through good-faith negotiation for a period of not less than 30 days.

17.3. If the dispute is not resolved through negotiation, either party may submit the dispute to mediation administered by the Australian Disputes Centre (ADC) or, for UK customers, the Centre for Effective Dispute Resolution (CEDR).

17.4. Nothing in this section prevents either party from seeking urgent injunctive or interlocutory relief from a court of competent jurisdiction.

18. Changes to Terms

18.1. We may update these Terms from time to time. We will notify you of material changes by email or through a prominent notice on the Service at least 30 days before the changes take effect.

18.2. Your continued use of the Service after the effective date of revised Terms constitutes your acceptance of the changes.

18.3. If you do not agree to the revised Terms, you must stop using the Service and may terminate your Subscription in accordance with Section 12.

19. Contact

If you have any questions about these Terms, Privacy Policy, or the Service, please contact us:

• Email: legal@nextlayer.ai
• Support: support@nextlayer.ai
• Website: https://nextlayer.ai

For privacy-specific enquiries in Australia, you may also contact the Office of the Australian Information Commissioner (OAIC) at www.oaic.gov.au.

For privacy-specific enquiries in the United Kingdom, you may also contact the Information Commissioner's Office (ICO) at ico.org.uk.

These Terms and Conditions are effective as of February 2026. By using the NextLayer AI Service, you acknowledge that you have read, understood, and agree to be bound by these Terms.