Terms of Service

1. About these terms

These terms are an agreement between you and MindLattice Pty Ltd (ABN 30 683 205 325), trading as Certant ("Certant", "we", "us"). They apply to the Certant platform at app.certant.ai, its APIs, chat widgets, MCP server and integrations, and anything else we provide under the Certant name (the "Service").

You accept these terms when you tick the box at sign-up, accept them in the app, or start a paid plan. If you sign up for an organisation, you confirm you are authorised to bind it, and "you" means that organisation and the people it lets use its account. You must be at least 18 years old.

If you have a signed agreement with us (for example an Enterprise or Sovereign deployment), that agreement takes precedence over these terms where they differ. If you use Certant through one of our partners under the partner's own brand, the partner's terms may also apply to you.

Our privacy policy explains how we handle personal information and forms part of these terms.

2. Your account

• Give us accurate details and keep them up to date.
• Keep your password, API keys and widget keys secure. You are responsible for what happens under your account, including anything done with your keys, unless it results from our failure.
• Each login is for one person. Add team members as separate users rather than sharing a login.
• Tell us promptly at the address in section 19 if you think your account or keys have been compromised.
• The free trial is available once per person and once per organisation.

3. Plans, credits and payment

3.1 Plans

The plans on offer, their prices, what each includes and the credits each grants are set out on our pricing page and in the app when you choose a plan. Paid plans are billed monthly or yearly in advance and renew automatically at the end of each billing period until you cancel. Payments are processed by Stripe; we do not store your card details.

3.2 Credits

Using the Service consumes credits. How many credits an action uses (for example a question, a processed page or an agent run) is shown in the app and in our credits guide, and depends on the models and features involved.

• Plan credits are granted for each month of your plan, including each month of a yearly plan. They are for use in that month and do not carry over: we may remove unused plan credits when the next month's credits are granted.
• Top-up credits bought as credit packs do not lapse while your account remains open.
• Trial credits are granted once and are for evaluating the Service.
• Credits have no cash value. They cannot be transferred, sold or exchanged for money, and they lapse when your account is closed.
• Where your plan allows your balance to go below zero (an overdraft), the amount below zero is used credit you owe; it is deducted from the next credits you receive.

3.3 Payment and taxes

Prices are shown in US dollars unless stated otherwise. You pay any applicable taxes, including GST where it applies. If a payment fails we will tell you and try again; if it is still unpaid after that, we may limit or suspend paid features until it is paid.

3.4 Price changes

We may change prices or the credits a plan includes. We will give you at least 14 days' notice by email. A change applies from your next renewal after the notice period ends, and you can cancel before then.

4. Changing plans, cancelling and refunds

• Upgrading takes effect straight away. We charge the prorated difference for the rest of the current billing period to your payment method, and add the new plan's monthly credits once that payment succeeds.
• Downgrading is done in the billing portal. Where a downgrade leaves an amount in your favour, we apply it as a credit against your future invoices rather than paying it out, unless the law requires otherwise.
• Cancelling stops your plan from renewing. A monthly plan stays active until the end of the month you have paid for, and is not refunded for the remainder, except where the Australian Consumer Law requires a refund.
• Yearly plans. If you cancel a yearly plan, we refund the fees for each whole month remaining in the paid year. Credits already granted are not refundable.
• If we end your plan or close your account when you are not at fault, we refund the fees you have prepaid for the period you can no longer use.

5. Fair use of plans and credits

Plans and credits are priced on the basis that they are used in the ordinary course. You must not use plan changes, trials, refunds or multiple accounts to obtain more credits or features than you pay for. This includes:

• repeatedly upgrading and downgrading, or cancelling and re-subscribing, to collect the credits granted on each change;
• opening more than one free trial, or creating accounts to obtain further trials or sign-up credits;
• requesting refunds or chargebacks for periods whose credits you have used.

Doing any of these is a breach of these terms and results in a ban under section 13. We may also remove or reverse the credits obtained this way, charge you for credits you used beyond what you paid for at the published credit-pack rate, and decline further plan changes, trials or refunds for the account.

6. Acceptable use

You must not use the Service, or let anyone else use your account, to:

• break any law, or infringe anyone's intellectual property, privacy or other rights;
• upload or generate content that is unlawful, defamatory, harassing, discriminatory, sexually exploitative of children, or that promotes violence;
• upload personal or sensitive information unless you have the right and any consent needed to do so;
• send spam or deceive people, including by presenting AI output as human-written where the law or the context requires otherwise;
• introduce malware, probe or test our systems for vulnerabilities without our written permission, or interfere with the Service or other customers;
• get around usage limits, credit metering, rate limits, access controls or licence checks;
• copy, reverse engineer or decompile the Service except as the law allows, or use it or its output to build a competing product or train a competing AI model;
• resell, sublicense or provide the Service to others as a bureau service without a written agreement with us;
• use the Service to make decisions that significantly affect people (for example about credit, employment, housing, insurance, health or legal rights) without appropriate human review;
• breach the usage policies of the AI model providers the Service uses on your behalf.

If you find a security issue, tell us at the address in section 19 and do not exploit it.

7. Your data

• Documents, records and other content you bring into Certant ("Customer Data") remain yours. You give us a limited licence to host, copy, process and transmit it only as needed to provide the Service to you, to keep it secure and to meet the law.
• We handle Customer Data as described in our privacy policy, including where it is processed. On the Cloud tier, content is processed by AI inference providers outside Australia, as section 5 of the privacy policy explains.
• We do not use Customer Data to train shared or foundation models.
• You are responsible for having the right to upload Customer Data and for the instructions you give the Service about it, and for keeping your own copies of anything important.
• You can export or delete your data at any time while your account is open. After your account is closed we delete Customer Data within 30 days, except where the law requires us to keep it.

8. AI output

Answers, summaries, charts, agent actions and other output from the Service are generated by AI models and may be incomplete or wrong, even when they cite a source. Check output before relying on it, especially for legal, financial, medical, safety or employment matters. Output is not professional advice. You are responsible for how you use output and for the actions your agents take in connected systems.

9. Third-party services and integrations

The Service can connect to other services you choose, such as accounting, membership or document systems. When you connect one, you authorise us to access it on your behalf as you configure. Your use of those services is governed by their own terms, and we are not responsible for them or for changes they make that affect the integration.

10. Our intellectual property

We own the Service, including its software, models we configure, designs and documentation. These terms give you a non-exclusive, non-transferable right to use the Service while your account is active, and nothing more. If you send us feedback or suggestions, we may use them without obligation to you.

11. Confidentiality

Each of us will keep the other's non-public information confidential and use it only for the purposes of this agreement, except where it is already public, independently developed, or must be disclosed by law.

12. Availability and changes to the service

We work to keep the Service available and secure, but we do not promise it will be uninterrupted or error-free, and we may take it offline for maintenance. Unless you have a signed agreement that includes a service level, no service level applies.

We improve the Service continually and may change or retire features. If we remove a feature that is a material part of a paid plan, we will give you at least 14 days' notice where we can, and you may cancel and receive a refund of fees prepaid for the period after the change.

13. Suspension, blocking and termination

13.1 By you

You can cancel your plan in the billing portal and close your account at any time.

13.2 Breaching these terms results in a ban

Any breach of these terms, including the fair-use rules in section 5 and the acceptable-use rules in section 6, will result in a ban. When we ban an account we may:

• block or permanently close the account and every user, organisation and team connected to it;
• revoke its API keys and chat widget keys, and block the payment methods, devices and IP addresses used with it; and
• refuse any future sign-up by the same person or organisation, including under a different email address or account.

A ban can take effect immediately and without prior notice. We will tell you that the account has been banned and the reason, unless the law prevents us.

We may also suspend or close an account, on the same basis, if we reasonably believe it is being used fraudulently or to harm us, other customers or third parties; if keeping it open would create a security, legal or significant financial risk; if a law, regulator or court requires it; or if an amount you owe remains unpaid after we have told you about it.

If you believe we have banned you in error, write to us at the address in section 19 within 30 days and we will review the decision.

We may also end these terms for convenience by giving you at least 30 days' notice, in which case we refund fees you have prepaid for the period after the account closes.

13.3 What happens next

When your account is closed or banned, your right to use the Service ends and any credits lapse. If we closed it without fault on your part, you will have 30 days to export your data; after a ban we provide an export of your Customer Data on request unless the law prevents us. Fees for a period already started are not refunded after a ban, except where the Australian Consumer Law requires. Amounts you already owe remain payable. Sections 5, 7, 8, 10, 11, 14, 15, 16 and 18 continue to apply.

14. Australian Consumer Law

Nothing in these terms excludes, restricts or modifies any right or remedy, or any guarantee, warranty or condition, that you have under the Australian Consumer Law or any other law that cannot lawfully be excluded. Where our liability for failing to meet a consumer guarantee can lawfully be limited, it is limited, at our option, to supplying the services again or paying the cost of having them supplied again.

15. Liability

To the extent the law allows:

• except as set out in these terms, the Service is provided as it is, and we give no other promises about it;
• neither of us is liable to the other for loss of profit, revenue, data or goodwill, or for indirect or consequential loss;
• our total liability to you arising from these terms or the Service in any 12-month period is limited to the fees you paid us in that period.

These limits do not apply to your obligation to pay fees, to either party's liability for fraud, or to liability that cannot be limited by law. Our liability is reduced to the extent you contributed to the loss.

16. Indemnity

You are responsible for, and will compensate us for, claims by third parties against us arising from Customer Data you upload or from your breach of section 6, except to the extent the claim arises from our own breach or negligence.

17. Changes to these terms

We may update these terms. For a material change we will give you at least 14 days' notice by email or in the app before it takes effect, and we may ask you to accept the updated terms in the app. If you do not agree to the change, you can cancel before it takes effect and we will refund fees you have prepaid for the period after the change. Changes needed to meet the law or to address a security issue may take effect sooner. The date at the top of this page shows when these terms were last updated.

18. General

• These terms are governed by the laws of Victoria, Australia, and each of us submits to the non-exclusive jurisdiction of its courts.
• Neither of us is liable for delay or failure caused by events outside our reasonable control.
• You may not transfer your account or these terms without our consent. We may transfer them to a business that takes over the Service, with notice to you.
• If part of these terms is unenforceable, the rest continues to apply.
• Not enforcing a right straight away does not waive it.
• These terms, the privacy policy and anything they refer to are the whole agreement between us about the Service, unless you have a signed agreement with us.
• We send notices to the email address on your account; you send them to us at the address in section 19.

19. Contact

Email: [email protected]
Post: MindLattice Pty Ltd (trading as Certant), Melbourne, Victoria 3000, Australia