Our Terms
AI Terms
These Workfacta AI Terms (“Terms”) apply to generative artificial intelligence features Workfacta makes available to the Customer including as part of certain Cloud Products (“AI Offerings”). As such, these Terms form part of any agreement with the Customer in respect of AI Offerings and form part of Workfacta’s T&C’s (Agreement). These Terms prevail to the extent of any conflict or inconsistency with the other parts of the Agreement including the Workfacta T&C’s. To avoid doubt, the liability limits and exclusions in the Workfacta T&C’s apply to these Terms and the AI Offerings. Any term used and not defined in these Terms has the meanings given to that term in the Agreement. Workfacta can amend these Terms on the same basis as set out in the Workfacta T&C’s.
Identifying AI Offerings
Workfacta may identify AI Offerings in product or in Documentation. However, we are not required to disclose the specific vendor, model name, or version used. We may change, suspend, or replace any Third-Party AI Provider at any time without notice and will not be liable for any resulting change in functionality.
Input and Output
2.1. Workfacta Obligations. The AI Offerings provide Output in response to Input. Input and Output are Customer Data under the Agreement. Workfacta must not use Input or Output to train or improve the AI Offerings across customers. Workfacta must not permit its subcontractors to use Input or Output to train or improve their models.
Where a Third-Party AI Provider processes Input or Output, they do so under our instructions and are contractually prohibited from using such data to train or improve their models, except where required for safety, debugging, or legal compliance.
2.2. Additional Customer Obligations, Restrictions and Disclaimers.
(a) Output Use and Assessment. The Customer must comply with applicable law in using the AI Offerings. The Customer is responsible for its use of Output, including determining whether Output is appropriate for any particular use. The Customer acknowledges and agrees that an Output may be inaccurate, incomplete, infringing, offensive, or otherwise false or unsuitable for use or reliance including because of AI hallucinations. As such, the Customer should not rely on an Output as a sole source of truth or factual information and uses the Output entirely at the Customer’s sole risk. The Customer agrees to release and indemnify Workfacta from the Customer’s use and reliance on an Output.
(b) Inputs. The Customer warrants that the Customer owns any Input used to generate Output and that the Input will not infringe any third party’s rights. The Customer indemnifies Workfacta for any claim arising because an Output infringes any third party’s rights because of a breach of the above warranty.
(c) Restrictions. The Customer must not (and must not permit anyone else to): (i) provide Input that either violates third-party rights or law or is intended, or would reasonably be expected, to generate Output that does so; (ii) provide an Input that includes Personal Data of children under 13 or any age of digital consent under law; (iii) use Output in a manner that Customer knows, or reasonably should know, violates third-party rights or law; or (iv) represent that Output is human generated or approved or endorsed by Workfacta or its subcontractors.
(d) Disclaimers. Output is generated by artificial intelligence, including by using technology provided by third-party subcontractors. Workfacta makes no warranty as to the accuracy, completeness or reliability of Output or that it does not violate third-party rights or Law. The Customer’s sole remedy for dissatisfaction with AI Offerings is to stop using them. Given the nature of the AI Offerings (including because an Output may not be unique or exclusive), the Customer acknowledges and agrees that:
(i) The AI Offering may provide a similar or the same Output to other Workfacta customers, and in such circumstances, such similar or the same Outputs will not be considered to be the Customer’s Output in terms of ownership nor will the use by such other customers infringe on the Customer’s Output rights;
(iii) the same or similar Input may yield differing Output, and
(iv) Output does not represent Workfacta’s or its subcontractors’ views.
(e) Indemnity. The Customer will defend, indemnify, and hold us harmless from any claim, loss, or expense (including reasonable attorneys’ fees) arising out of or related to its Input, Output, or use of the AI Offerings. This clause 2.2(d) does not apply to the extent it would breach, or is prohibited under, applicable law.
Agents
3.1. In General. Agents are AI Offerings that the Customer or invited users may direct to take certain actions on behalf of Customer (“Agents”). These actions are not Output. Agents may be created by Customer, provided by Workfacta, or provided by third parties as third-party products. We are not responsible or liable for any actions or outcomes performed by such Agents. Customer remains responsible for supervision, review, and compliance when using any Agent.
3.2. Additional Customer Obligations and Restrictions. Customer is responsible for its use of Agents, including determining whether any actions Agents may take are appropriate for that use and appropriately supervising such actions. Customer must not use Agents in a manner that either violates third-party rights or law or is intended, or would reasonably be expected, to do so.
Intellectual Property and Output Indemnification
4.1. Ownership. As between the parties, the Customer owns its Input and Output. We, or Third-Party AI Providers, retain all rights in our underlying systems, prompts, configurations, and technology used to generate Output.
4.2. Indemnification.
(a) Workfacta has no liability to the Customer, or obligation to defend or indemnify the Customer, from any third party claim that the Output infringes the copyright or other intellectual rights of that third party (“Relevant Claim”).
(b) To the extent permitted by law, the Customer will defend and indemnify Worfacta against any Relevant Claim arising out of its use of Output. The Customer must give Workfacta prompt notice of any Relevant Claim.
(c) Clause 4.2(a) and (b) do not apply to the extent they would breach, or are prohibited under, applicable law, and in such circumstances, Workfacta’s total liability to the Customer for any and all Relevant Claims is limited to the lesser of
(i) fees paid for the affected AI features in the three (3) months preceding the claim; or
(ii) AUD $10,000.
Where Workfacta has any liability to the Customer under clause 4.2(c), Workfacta may by notice to the Customer elect to take over and conduct the Relevant Claim. In such circumstances, Workfacta will not settle the Relevant Claim without the consent of the Customer which the Customer will not unreasonably withhold.
4.3. Exclusions: Workfacta has no liability to the Customer if a Relevant Claim arises from (i) any third-party products or third party AI providers, (ii) Customer-supplied data, prompts, or training including Inputs, (iii) combinations of Output with materials not supplied by Workfacta, (iv) use of Output by the Customer after notice of alleged infringement, or (v) an Output is used in a modified form or otherwise not in accordance with the Documentation.
Data Protection & Security
Where AI functionality transmits Customer Data to Third-Party AI Providers, we ensure those providers are bound by written data-processing terms consistent with applicable law, but we do not control or assume liability for their independent operations.
Regulatory Compliance and Prohibited Use
Customer will not use AI features for automated decision-making that produces legal or similarly significant effects on individuals, or for processing special-category or sensitive personal data, unless Customer independently ensures compliance with applicable AI and data-protection laws.
Suspension and Changes
We may suspend, modify, or discontinue any AI feature at any time to maintain compliance, safety, or security, without liability.
Definitions
“Cloud Products” means Workfacta’s cloud products.
“Customer Data” means any data, content or materials provided to Workfacta by or at the direction of Customer or its invited user via the Cloud Products.
“Documentation” means Workfacta’s usage guidelines and standard technical documentation for the applicable product or service including Cloud Products.
“Input” means any input (for instance, textual, audiovisual or other content) Customer or an invited user provides or makes available to an AI Offerings.
“Output” means any output (for instance, textual, audiovisual or other content) generated and returned to Customer or an invited user by an AI Offerings based on Input.
“Third-Party AI Provider” means any external vendor whose artificial-intelligence model or service may process Input or generate Output as part of Workfacta products and services including Cloud Products (for example, OpenAI, Anthropic, or similar providers).
