Terms of Service

Last updated: 26 May 2026

1. Introduction and acceptance

1.1 Who we are

These Terms of Service (“Terms”) are a binding agreement between you (the “Operator”, “Customer”, “you” or “your”) and Avro AI Pty Ltd (ACN 698 715 409, ABN 55 698 715 409), a proprietary company operating from New South Wales, Australia (“Avro”, “we”, “us” or “our”).

Avro provides the Avro AI customer relationship management (“CRM”) platform and related services described in §3 (the “Service”).

1.2 Acceptance

By creating an Avro account, accessing the Service, clicking a button or checkbox indicating your acceptance, or otherwise using the Service, you agree to be bound by these Terms. If you do not agree to these Terms, you must not create an account or use the Service.

If you are accepting these Terms on behalf of a business, partnership, company, trust, or other legal entity, you represent that you have the authority to bind that entity to these Terms, and “Operator”, “Customer”, “you” and “your” refer to that entity.

1.3 Eligibility

To use the Service you must:

• be at least 18 years of age;
• be legally able to enter into a binding contract under the laws of your jurisdiction; and
• not be barred from receiving services under the laws of Australia or any other applicable jurisdiction.

1.4 Other documents that form part of these Terms

The following documents are incorporated by reference and form part of these Terms:

• the Avro AI Privacy Policy, available at https://avro-ai.com/privacy (the “Privacy Policy”);
• any Order Form, online sign-up flow, plan page, or written quote you accept that records the plan you have subscribed to and the fees payable (an “Order”); and
• any Acceptable Use Policy, Data Processing Addendum, or product-specific terms we publish from time to time and link from these Terms.

If there is a conflict between these Terms and an Order, the Order prevails to the extent of the conflict for the matter expressly addressed in the Order.

2. Definitions

In these Terms, unless the context otherwise requires:

• “Account” means the Operator account you create to access the Service.
• “Authorised User” means an individual who you have invited to access the Service under your Account (for example, an employee, contractor, or technician of your business).
• “Avro IP” means the Service, all software, source code, designs, documentation, look-and-feel, trade marks, logos, and any improvements or derivatives of the foregoing.
• “Confidential Information” has the meaning given in §13.
• “Customer Data” means all data, content, files, images, documents, records, and other information that you, your Authorised Users, or your End Customers submit to or generate within the Service, including Personal Information about your End Customers.
• “End Customer” means an individual or entity who is a customer of your business and whose information you record, process, or manage using the Service.
• “Fees” means the subscription fees, usage charges, and any other amounts payable for the Service as set out in your Order or on our pricing page.
• “Personal Information” has the meaning given in the Privacy Act 1988 (Cth).
• “Service” has the meaning given in §3.
• “Subscription Term” means the period during which you are entitled to use the Service under a paid plan, as set out in §6.
• “Third-Party Service” means any product, service, or integration provided by a third party that you choose to connect to or use in conjunction with the Service (for example, Stripe, Google Workspace, Microsoft 365, Apple iCloud, or any SMS gateway).

3. The Service

3.1 What Avro is

The Service is a multi-tenant, cloud-hosted CRM platform designed for small-to-mid-sized pest-control, trades, and field-service businesses operating in Australia. Features include, without limitation:

• client and end-customer record management;
• job scheduling, calendaring, and dispatch;
• field reporting, including templated inspection and treatment reports;
• generation of compliance-related report documents, including reports formatted to reference Australian Standards (such as AS 3660.1) where the relevant template is provided;
• quoting and invoicing, with optional payment collection via Stripe Connect;
• transactional and reminder communications by email and, where the Operator chooses to enable it, SMS;
• mobile applications for iOS and Android in addition to the web application; and
• such other features as we make available from time to time.

3.2 Beta and preview features

We may make features available on a beta, preview, alpha, early-access, or experimental basis (“Beta Features”). Beta Features are provided “as is” without warranty of any kind, may be modified or discontinued at any time, and are subject to any additional terms we specify when we make them available.

3.3 No professional advice

The Service is a software tool that helps you manage your business. Avro does not provide pest-control advice, professional regulatory advice, legal advice, accounting advice, tax advice, or any other professional advice. Outputs generated by the Service — including reports, certificates, recommendations, calendars, and pricing — are tools to assist you, and you remain solely responsible for the accuracy, regulatory compliance, and fitness-for-purpose of any work you perform and any document you issue under your business name. See §10 (Operator Responsibilities) for further detail.

4. Accounts

4.1 Registration

To use the Service, you must create an Account by completing the sign-up flow. You agree to provide accurate, current, and complete information, and to update that information promptly if it changes.

4.2 Authorised Users

You may invite Authorised Users to access the Service under your Account. You are responsible for:

• ensuring each Authorised User complies with these Terms;
• the acts and omissions of each Authorised User as if they were your own;
• maintaining and updating the list of Authorised Users (including promptly removing access for individuals who are no longer entitled to access your Account); and
• the security of your Authorised Users' credentials.

4.3 Account security

You are responsible for safeguarding your password and any other authentication credentials, and for any activity that occurs under your Account. You must notify us promptly at the contact details in §22 if you become aware of any unauthorised access to, or use of, your Account.

4.4 One Account per business

Each Account represents a single Operator business (a single tenant). You must not use a single Account to operate multiple distinct businesses or to share access across organisations that are not related under common ownership and control. If you operate multiple businesses, you require a separate Account for each.

5. Operator and End Customer roles

5.1 Two categories of personal information

The Service processes two distinct categories of personal information:

(a) Operator Personal Information — personal information about you and your Authorised Users (name, email, password hash, business contact details, billing details, etc.). We are the data controller of this information. Our handling is governed by the Privacy Policy.

(b) End Customer Personal Information — personal information about your End Customers that you, your Authorised Users, or your End Customers input into, upload to, or generate within the Service. We process this information on your behalf and at your direction in our capacity as a service provider; you are the entity that decides what End Customer information is collected and how it is used.

5.2 Your responsibilities as controller of End Customer Personal Information

In relation to End Customer Personal Information:

• you are responsible for having a lawful basis to collect, store, and process that information (including, where required, obtaining the End Customer's consent);
• you are responsible for ensuring your own privacy policy, collection notices, and customer communications comply with the Australian Privacy Principles under the Privacy Act 1988 (Cth) and any other applicable privacy or data-protection law;
• you are responsible for responding to End Customer requests to access, correct, or delete their personal information, and we will assist you on reasonable terms with any such request we receive that relates to your Account;
• you are responsible for the accuracy of End Customer information; and
• you must not upload to the Service any End Customer information that you are not authorised to upload.

5.3 Our responsibilities

We will:

• only access, process, and use End Customer Personal Information in accordance with these Terms, the Privacy Policy, and your reasonable documented instructions;
• maintain reasonable technical and organisational security measures to protect the Service and the data within it, as described in the Privacy Policy;
• promptly notify you of any confirmed eligible data breach (within the meaning of Part IIIC of the Privacy Act 1988 (Cth)) that affects End Customer Personal Information in your Account, and cooperate reasonably with your notification obligations; and
• on termination of your Account, deal with Customer Data in accordance with §15.

6. Fees, billing, and payment

6.1 Subscription model

The Service is provided on a subscription basis. Available plans, included entitlements, and applicable Fees are set out on our pricing page or in your Order. By subscribing to a plan you agree to pay the Fees for that plan for the Subscription Term.

6.2 Billing cycle

Unless otherwise set out in your Order, Fees are billed in advance on a monthly or annual cycle (whichever you select at sign-up). Each billing cycle automatically renews for a successive cycle of the same length unless you cancel before the renewal date in accordance with §6.7.

6.3 Payment

Payment is processed by our payment service provider, Stripe. By providing payment details you authorise us (acting through Stripe) to charge the Fees for the Service to your nominated payment method on each billing date. You are responsible for ensuring that your payment method remains valid throughout the Subscription Term.

6.4 Taxes

All Fees are stated exclusive of GST and any other applicable taxes, duties, levies, or governmental charges. Where GST applies, it will be added to your invoice and you must pay it together with the Fee. If withholding tax is required by law, you must gross up the payment so that we receive the full Fee net of withholding.

6.5 Late payment

If a Fee is not paid by the due date, we may (without limiting our other rights):

• charge interest on the overdue amount at the rate of 2% above the Reserve Bank of Australia cash rate, calculated daily; and
• suspend your access to the Service (in whole or in part) on notice until the overdue amount is paid, in accordance with §15.

6.6 Changes to Fees

We may change our Fees from time to time. Where a change applies to a plan you are already subscribed to, we will give you at least 30 days' notice (by email and/or in-product notice) before the amendment takes effect. If you do not accept the change, your sole remedy is to cancel the affected plan before the change takes effect in accordance with §6.7.

6.7 Cancellation

You may cancel your subscription at any time by following the cancellation flow in the Service. Cancellation takes effect at the end of the then-current billing cycle. You will retain access until the end of that cycle. Cancellation does not entitle you to a refund of Fees already paid except as required by the Australian Consumer Law (see §17).

6.8 Refunds

Except where required by the Australian Consumer Law or another non-excludable law, all Fees are non-refundable.

6.9 Free trials and promotional offers

We may offer free trials, discounts, credits, or other promotional offers from time to time. Any such offer is subject to its specific terms, and we may withdraw or modify it at any time. At the end of any free trial period, your subscription will automatically continue on the plan you selected (or the default paid plan) and Fees will start being charged unless you cancel before the trial ends.

7. Third-Party Services

7.1 Connecting Third-Party Services

The Service offers integrations with Third-Party Services, including (without limitation) Stripe, Google Workspace (Calendar / Gmail / OAuth), Microsoft 365, Apple iCloud, and SMS gateway providers. You may choose to connect any such Third-Party Service to your Account.

7.2 Your responsibilities

By connecting a Third-Party Service, you authorise us to exchange data with that Third-Party Service to the extent necessary to deliver the integration. You are responsible for:

• ensuring you have all necessary rights and authorisations under your contract with the Third-Party Service provider to permit that data exchange;
• complying with the third party's terms of service; and
• the Fees and consequences of your use of that Third-Party Service.

7.3 We are not responsible for Third-Party Services

Third-Party Services are not operated, owned, or controlled by Avro. We do not warrant the availability, accuracy, security, or fitness for any purpose of any Third-Party Service, and we are not liable for any act, omission, error, outage, fee, charge, lost data, or damage attributable to a Third-Party Service. If a Third-Party Service changes its API, withdraws functionality, changes its commercial terms, or ceases to operate, we may be required to modify or remove the corresponding integration in the Service; we will give you reasonable notice where practicable.

8. Acceptable use

8.1 General

You must use the Service only for your legitimate internal business purposes and in compliance with all applicable laws (including, without limitation, privacy, anti-spam, consumer-protection, and industry-licensing laws).

8.2 Prohibited conduct

You must not, and must not permit any Authorised User or other person to:

• use the Service in any way that breaches any law, regulation, code of conduct, or third-party right;
• send communications via the Service (including emails, SMS, or other notifications) in breach of the Spam Act 2003 (Cth) or any equivalent law in any jurisdiction where the recipient is located;
• upload, store, or transmit through the Service any content that is unlawful, defamatory, obscene, threatening, harassing, infringing, or otherwise objectionable;
• upload, store, or transmit any virus, worm, trojan, ransomware, or other malicious code;
• attempt to gain unauthorised access to, interfere with, damage, disrupt, or probe any part of the Service, any other Operator's Account, or any system or network connected to the Service;
• reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service, except to the extent that this restriction is prohibited by applicable law;
• copy, modify, create a derivative work of, sell, resell, sublicense, rent, lease, or distribute the Service, in whole or in part, except as expressly permitted by these Terms;
• use the Service to build a competing product or service, or to copy any features, functions, or interface of the Service for that purpose;
• use any automated means (including bots, scrapers, or crawlers) to access the Service except via APIs we expressly authorise;
• circumvent any technical limitations of the Service, including rate limits, plan-based feature limits, or storage quotas; or
• use the Service to process information for any individual or entity that is the subject of sanctions by Australia, the United Nations, the United States, the United Kingdom, or the European Union.

8.3 Enforcement

If we reasonably believe you have breached this §8 we may suspend or terminate your Account in accordance with §15. Where reasonably practicable, we will give you notice and an opportunity to cure the breach; where the breach is serious, ongoing, or poses risk to other Operators, other Service users, or our systems, we may act immediately and notify you afterwards.

9. Customer Data and licence to Avro

9.1 Ownership of Customer Data

As between you and Avro, you own all rights, title, and interest in Customer Data.

9.2 Licence to Avro

You grant Avro a worldwide, royalty-free, non-exclusive licence to host, copy, transmit, display, process, and otherwise use Customer Data solely to:

• provide and operate the Service for you and your Authorised Users;
• prevent or address technical, security, or operational issues with the Service;
• comply with our legal obligations and any lawful request from a regulator or law-enforcement authority; and
• improve the Service, provided that any such improvement use is limited to aggregated and de-identified data that does not (and cannot reasonably be used to) identify you, any Authorised User, or any End Customer.

9.3 Your warranties about Customer Data

You warrant that:

• you have all necessary rights, consents, authorisations, and lawful bases to provide Customer Data to Avro and to authorise Avro to process it as described in these Terms; and
• Customer Data does not infringe any intellectual property right or any other right of any third party.

9.4 Backups and export

We take regular backups of Customer Data as part of our standard operations, but you are responsible for maintaining your own records and backups of any Customer Data of which you require a copy for business, legal, regulatory, or evidentiary purposes. The Service provides export functionality for the major categories of Customer Data; if you require an export in a format the Service does not natively support, you may request our assistance, which we will provide on reasonable terms.

10. Operator responsibilities — regulatory compliance

10.1 You are the regulated party

The Service is a tool. You — not Avro — operate a pest-control or field-service business and you are the entity (or sole trader) that is licensed, registered, regulated, insured, and responsible for the work you perform and the documents you issue. Without limiting the general nature of this principle:

• You are responsible for holding and maintaining all licences, registrations, accreditations, and insurances required by Australian federal, state, territory, and local law to operate your business and perform pest-control or related services.
• You are responsible for the accuracy and completeness of every report, certificate, quote, invoice, message, and other document generated using the Service and issued under your business name — including (without limitation) reports referencing Australian Standards such as AS 3660.1.
• You are responsible for the suitability and quality of any treatment, inspection, or other service you perform.
• You are responsible for compliance with workplace health and safety, chemical-handling, environmental, and product-safety laws applicable to your business.

10.2 Templates and content within the Service

Where the Service provides report templates, sample text, default categories, or other pre-populated content, that content is provided as a starting point only and you must review and verify it before you rely on it or issue it under your business name. Inclusion of a template in the Service is not a representation that the template is current, complete, or compliant with any particular standard or regulation as at the date you use it.

10.3 Your customers' reliance on documents you issue

If you issue a document generated using the Service (including via a customer-facing share link such as avro-ai.com/r/[slug]), you remain the issuer of that document. Your customer's reliance on the document is your responsibility, not Avro's.

11. Intellectual property

11.1 Avro owns the Service

As between you and Avro, Avro owns all rights, title, and interest in and to Avro IP. Nothing in these Terms transfers any ownership of Avro IP to you. We reserve all rights not expressly granted to you in these Terms.

11.2 Licence to use the Service

Subject to your compliance with these Terms and your payment of applicable Fees, we grant you a non-exclusive, non-transferable, non-sublicensable, revocable licence during the Subscription Term to access and use the Service for your internal business purposes.

11.3 Feedback

If you provide feedback, suggestions, improvement ideas, or other input about the Service (“Feedback”), you grant Avro a perpetual, irrevocable, worldwide, royalty-free, sublicensable licence to use the Feedback for any purpose, without obligation to you. Feedback is provided voluntarily and is not confidential.

11.4 Trade marks

“Avro AI”, the Avro logo, and any other Avro brands are trade marks (registered or unregistered) of Avro. You must not use them without our prior written consent, except to identify the Service in factual, descriptive references that comply with usual brand-attribution conventions.

12. Privacy

Our handling of Personal Information is governed by the Privacy Policy, which forms part of these Terms. You consent to that handling by agreeing to these Terms. We may update the Privacy Policy from time to time in accordance with the change-of-terms process in §20.

13. Confidentiality

13.1 Definition

“Confidential Information” means any information disclosed by one party (the “Disclosing Party”) to the other (the “Receiving Party”) that is marked or identified as confidential at the time of disclosure or that a reasonable person would understand to be confidential from the nature of the information and the circumstances of disclosure. Customer Data is your Confidential Information. Avro IP, pricing, security practices, and product roadmap are Avro's Confidential Information.

13.2 Obligations

The Receiving Party must:

• use Confidential Information only to perform its obligations and exercise its rights under these Terms;
• protect Confidential Information using at least the same standard of care it uses for its own confidential information, and not less than a reasonable standard of care; and
• not disclose Confidential Information to any third party except to its personnel, contractors, and professional advisers who have a need to know and who are bound by confidentiality obligations at least as protective as those in this §13.

13.3 Exclusions

These confidentiality obligations do not apply to information that:

• is or becomes publicly available without breach of these Terms;
• was lawfully known to the Receiving Party before disclosure;
• is independently developed without reference to the Disclosing Party's Confidential Information; or
• is lawfully received from a third party without a duty of confidentiality.

13.4 Required disclosure

The Receiving Party may disclose Confidential Information to the extent required by law, regulation, or court order, provided that (where lawful and practicable) it gives the Disclosing Party prompt notice and a reasonable opportunity to seek a protective order.

14. Service availability and support

14.1 Availability target

We will use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, subject to:

• scheduled maintenance, for which we will give reasonable advance notice where practicable;
• emergency maintenance, security patching, or incident response;
• failures, outages, or limitations of any Third-Party Service (including hosting and infrastructure providers);
• events of Force Majeure (see §23.5); and
• any suspension under these Terms.

14.2 No SLA in this version

These Terms do not provide a service-level agreement, uptime credit, or guaranteed response time. If you require contractual SLAs you may request an enterprise plan; any such SLA must be expressly agreed in writing and recorded in an Order.

14.3 Support

Support is provided by email at the address in §22 during reasonable Australian business hours. We will use reasonable efforts to respond to support requests promptly but do not guarantee any particular response or resolution time.

14.4 Modifications to the Service

We may modify, add, or remove features of the Service from time to time. Where a modification materially reduces functionality on which you reasonably rely, we will give you reasonable notice. Continued use of the Service after the change takes effect is your acceptance of the modified Service.

15. Suspension and termination

15.1 Your right to cancel

You may cancel your subscription at any time in accordance with §6.7.

15.2 Our right to suspend

We may suspend your access to the Service (in whole or in part) where:

• you have failed to pay a Fee by the due date and we have given you at least 7 days' notice of the suspension;
• we reasonably believe you have breached §8 (Acceptable Use), §10 (Operator Responsibilities — regulatory compliance), or §9.3 (warranties about Customer Data) and the breach is material or unable to be cured;
• we reasonably believe suspension is necessary to prevent harm to other Operators, End Customers, the Service, or any third party;
• we are required by law, regulator request, or court order to suspend; or
• a Third-Party Service on which the suspended functionality depends is itself unavailable, restricted, or has terminated our ability to integrate.

We will lift the suspension when the cause has been resolved.

15.3 Our right to terminate

We may terminate these Terms and close your Account by giving you at least 30 days' written notice for any reason or no reason. We may terminate immediately if:

• you breach these Terms and either the breach is not capable of being cured or you fail to cure within 14 days of our notice of the breach;
• a Fee remains overdue more than 30 days after the due date;
• you become insolvent, enter administration, have a controller or receiver appointed, make an arrangement with creditors, or take or have taken against you any analogous step in any jurisdiction; or
• continued provision of the Service to you would, in our reasonable view, expose Avro to material legal, regulatory, reputational, or security risk.

15.4 Effect of termination

On termination of these Terms (whether by you or by us):

• your right to access and use the Service ends;
• any Fees that have accrued up to the date of termination remain payable; and
• each party must return or destroy the other party's Confidential Information then in its possession, except to the extent retention is required by law or for backup, audit, dispute-resolution, or insurance purposes.

15.5 Customer Data after termination

For a period of 30 days following termination, we will retain Customer Data and provide you with reasonable means to export it. After that period we may delete Customer Data from our active systems. Backup copies are retained and overwritten in the ordinary course in accordance with our backup-retention policy described in the Privacy Policy.

15.6 Survival

The provisions of §6 (in respect of accrued Fees), §9 (in respect of warranties given by you), §11, §13, §16, §17, §18, §19, §21, §22, and §23 survive termination.

16. Warranties and disclaimer

16.1 Your warranties

You warrant to us, on a continuing basis, that:

• you have full legal capacity and authority to agree to these Terms;
• your use of the Service complies with these Terms and all applicable laws;
• the warranties you have given about Customer Data in §9.3 remain accurate; and
• you hold all licences, registrations, and authorisations required to operate your business as described in §10.1.

16.2 Avro's warranties

We warrant that we will provide the Service with reasonable care and skill.

16.3 Disclaimer

Subject to §17 (Australian Consumer Law) and to the maximum extent permitted by law:

• the Service is provided “as is” and “as available”;
• we make no other warranty, condition, undertaking, or representation, express or implied, statutory or otherwise, in relation to the Service, including (without limitation) any implied warranty of merchantability, fitness for a particular purpose, accuracy, completeness, uninterrupted operation, or non-infringement;
• we do not warrant that the Service will be free from errors or defects, that defects will be corrected, that the Service will operate without interruption, or that the Service is free of viruses or other harmful components; and
• any third-party content, Third-Party Service, or third-party data accessible through the Service is provided on the terms imposed by the relevant third party and not warranted by Avro.

17. Australian Consumer Law

17.1 Non-excludable rights

Nothing in these Terms excludes, restricts, or modifies any guarantee, condition, warranty, right, or remedy conferred on you by Schedule 2 of the Competition and Consumer Act 2010 (Cth) (the “Australian Consumer Law”) or any other applicable law that cannot be lawfully excluded, restricted, or modified (your “Non-Excludable Rights”).

17.2 Limitation where permitted

To the extent the Service is supplied to you as a “consumer” within the meaning of the Australian Consumer Law and the Service is not of a kind ordinarily acquired for personal, domestic, or household use or consumption, our liability for failure to comply with a consumer guarantee is, at our option, limited to:

• supplying the Service again; or
• the cost of having the Service supplied again.

17.3 Saving

Sections 16.3, 18, and 19 of these Terms apply only to the extent they are not inconsistent with your Non-Excludable Rights.

18. Limitation of liability

18.1 Excluded losses

Subject to §17, to the maximum extent permitted by law, neither party is liable to the other for any:

• loss of profit, revenue, business opportunity, anticipated savings, goodwill, or reputation;
• loss, corruption, or unintended disclosure of data (other than as a result of a confirmed breach by Avro of its obligations under §13 (Confidentiality) or its security obligations under the Privacy Policy);
• loss arising from any act, omission, error, outage, or change of a Third-Party Service;
• punitive, exemplary, or aggravated damages; or
• indirect or consequential loss, however arising (whether in contract, tort (including negligence), under statute, in equity, or otherwise).

18.2 Cap

Subject to §17 and §18.3, to the maximum extent permitted by law each party's total aggregate liability to the other arising out of or in connection with these Terms and the Service, in any 12-month period, is limited to the total Fees paid by you to Avro under these Terms in the 12 months immediately preceding the event giving rise to the claim. Where no Fees have been paid, that aggregate liability is limited to AUD $100.

18.3 Carve-outs from the cap

The cap in §18.2 does not apply to:

• a party's liability for fraud or wilful misconduct;
• your liability to pay accrued Fees;
• your liability for breach of §8 (Acceptable Use), §9.3 (warranties about Customer Data), or §11 (intellectual property); or
• a party's obligations under §19 (Indemnity).

18.4 Allocation of risk

You acknowledge that the Fees reflect the allocation of risk in these Terms, including the disclaimers and limitations of liability, and that without these allocations the Fees would be materially higher.

19. Indemnity

19.1 Your indemnity to Avro

You indemnify Avro, and our personnel, contractors, and professional advisers, against all losses, damages, liabilities, costs, and expenses (including reasonable legal costs on a solicitor-and-own-client basis) suffered or incurred as a result of, or in connection with, any third-party claim arising from:

• your breach of §8 (Acceptable Use), §9 (Customer Data), §10 (Operator Responsibilities), or §11 (intellectual property);
• any Customer Data you provide to the Service or any communication you send through the Service;
• any report, certificate, invoice, quote, or other document you issue using the Service, or any act or omission of yours or your Authorised Users in providing services to End Customers; or
• any breach by you of any law, regulation, or third-party right in your use of the Service.

19.2 Conduct of indemnified claim

Avro will give you prompt notice of any indemnified claim, give you reasonable cooperation in defending it, and not settle the claim without your prior written consent (which must not be unreasonably withheld). You must not settle a claim in a way that admits fault or liability on Avro's part, or that imposes any non-monetary obligation on Avro, without our prior written consent.

20. Changes to these Terms

20.1 Right to vary

We may amend these Terms from time to time. Where an amendment materially affects your rights or obligations, we will give you at least 30 days' notice (by email to your Account email address and/or by in-product notice) before the amendment takes effect. For non-material changes (including changes to correct typographical errors, reflect a change of law, or update non-substantive references), we may notify you in the same way without an advance notice period.

20.2 Your acceptance

If you continue to use the Service after the amendment takes effect, you are deemed to have accepted the amended Terms. If you do not accept the amendment, your sole remedy is to cancel your subscription in accordance with §6.7 before the amendment takes effect.

20.3 Version history

We will publish prior versions of these Terms at https://avro-ai.com/terms/archive (or such other location as we notify you of from time to time) so that you can see what has changed and when.

21. Dispute resolution and governing law

21.1 Notify first

Before commencing any court proceedings (other than for urgent interlocutory relief), a party that has a dispute under these Terms must give the other party written notice of the dispute setting out (i) the nature of the dispute, (ii) the outcome the notifying party wants, and (iii) the action the notifying party believes will settle the dispute. The parties must then negotiate in good faith to resolve the dispute for at least 21 days from the date of the notice.

21.2 Mediation

If the dispute is not resolved within the 21-day period under §21.1, either party may refer the dispute to mediation administered by the Resolution Institute under its standard mediation rules, before commencing court proceedings.

21.3 Governing law

These Terms are governed by the laws of New South Wales, Australia. Each party submits to the exclusive jurisdiction of the courts of New South Wales and the courts competent to hear appeals from them, except that either party may seek urgent interlocutory relief in any court of competent jurisdiction.

22. Notices and contact

22.1 How to contact us

You may contact us for any matter under these Terms, including notices, support requests, or privacy enquiries:

• by email at support@avro-ai.com (general / support); or
• by email at legal@avro-ai.com (legal notices, disputes, formal correspondence);
• or by post to such postal address as we publish on https://avro-ai.com/contact from time to time.

22.2 How we contact you

We may give notices under these Terms by email to the email address registered on your Account or by in-product notification. You are responsible for keeping your Account email address current.

22.3 When notices are effective

A notice given by email is effective when sent, unless the sender knows or ought reasonably to know that the email has not been received. A notice given by post is effective 5 business days after posting (10 business days if sent to or from an address outside Australia).

23. General

23.1 Entire agreement

These Terms (together with the Privacy Policy and any Order) constitute the entire agreement between you and Avro about the Service and supersede all prior agreements, representations, and understandings on the same subject matter.

23.2 No reliance

You agree that you have not relied on any statement, representation, warranty, or undertaking made by or on behalf of Avro that is not expressly set out in these Terms.

23.3 Assignment

You must not assign or transfer any of your rights or obligations under these Terms without our prior written consent. We may assign or transfer our rights or obligations under these Terms to any successor to all or substantially all of our business or assets (including by way of merger, sale of assets, or restructure), and you consent to such an assignment.

23.4 Subcontracting

We may use subcontractors (including cloud-hosting providers, payment processors, communication providers, and other infrastructure providers) to perform our obligations under these Terms. We remain responsible to you for the performance of any subcontractor as if we performed those obligations ourselves.

23.5 Force majeure

Neither party is liable for any failure or delay in performing its obligations (other than an obligation to pay) to the extent caused by an event beyond its reasonable control, including (without limitation) acts of God, fire, flood, earthquake, pandemic, civil unrest, war, act of terrorism, government action, failure of public or private telecommunications, failure of internet backbone, failure or outage of a Third-Party Service, or industrial action by persons other than the affected party's own employees.

23.6 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable in any jurisdiction, that provision is to be read down to the extent necessary to make it valid, legal, and enforceable, or, if it cannot be read down, severed from these Terms, without affecting the remainder of these Terms.

23.7 Waiver

No waiver of any provision of these Terms is effective unless given in writing by the party waiving the right. A waiver on one occasion is not a waiver of the right on any future occasion.

23.8 Relationship of the parties

These Terms do not create any partnership, joint venture, employment, agency, or fiduciary relationship between the parties.

23.9 No third-party beneficiaries

These Terms are for the benefit of the parties and their permitted assigns only and do not confer any benefit on any third party.

23.10 Interpretation

In these Terms, unless the context otherwise requires: (a) headings are for convenience and do not affect interpretation; (b) “including”, “include”, and similar terms are not words of limitation; (c) references to a statute, regulation, or other instrument include any amendment or replacement; (d) references to AUD or “$” are references to Australian dollars; (e) a reference to a “business day” is a reference to a day other than a Saturday, Sunday, or public holiday in New South Wales, Australia; and (f) the singular includes the plural and vice versa.

23.11 Counterparts and electronic acceptance

These Terms may be accepted by clicking a button or checkbox in the Service, by signing electronically, or by other means of recorded assent. Electronic acceptance has the same legal effect as a signed paper agreement.

End of Terms of Service.