Clause & Effect

Last updated: 22 April 2026

Edition: Australia — Ventia Exclusive

These Terms & Conditions govern access to and use of the software, tools, content and related services made available under the name Clause & Effect (the Software).

By clicking “I accept”, creating an account, accessing the Software, or using any part of the Software, you agree to be bound by these Terms.

If you do not agree, do not access or use the Software.

1. Agreement

1.1 These Terms govern access to and use of the Clause & Effect platform, software, outputs, content and related services made available through it.

1.2 These Terms are entered into between: (a) the entity operating the Clause & Effect platform (Licensor); and (b) the person, company, government body, partnership, trust or other organisation using the Software (Licensee).

1.3 The identity of the Licensor is set out in clause 24.

1.4 If you accept these Terms on behalf of an organisation, you represent and warrant that you have authority to bind that organisation.

3. Acceptance and Term

3.1 These Terms commence on the earliest of: (a) the date the Licensee clicks “I accept”; (b) the date an Account is created; (c) the date the Licensee first accesses or uses the Software; or (d) the date the Licensee redeems an Activation Key.

3.2 These Terms continue until terminated in accordance with clause 19.

3.3 The Licensor may update these Terms from time to time. Updated Terms take effect when published or otherwise notified, unless a later date is stated.

3.4 Continued access to or use of the Software after the effective date of updated Terms constitutes acceptance of those updated Terms.

4. Licence Grant

4.1 Subject to these Terms, the Licensor grants the Licensee (in its capacity as a Permitted User) a limited, non-exclusive, revocable, non-transferable, non-sublicensable, royalty-free licence to access and use the Software for the Licensee's internal business purposes only.

4.2 This licence is limited to the scope permitted by: (a) the Ventia Exclusive Licence (for Ventia and its authorised employees); (b) any Activation Key that has been issued by the Licensor and validly redeemed by the Licensee; or (c) any separate written agreement entered into between the Licensee and the Licensor.

4.3 No rights are granted except those expressly stated in these Terms.

4.4 The Licensee is responsible for all acts and omissions of its Authorised Users and must ensure that they comply with these Terms.

4A. Ventia Exclusive Licence

4A.1 The Software is made available on an exclusive basis to Ventia Services Pty Ltd (Ventia) and its authorised employees, customers, and supply chain partners. The Licensor will not, during the term of the Ventia Exclusive Licence, license or make the Software available to any other Australian party except as expressly permitted by this clause.

4A.2 Ventia is granted a non-exclusive, royalty-free, internal-use licence to access and use the Software for Ventia's internal business purposes. This licence extends to Ventia's employees, contractors and officers using Ventia-controlled email addresses.

4A.3 Customers of Ventia, and suppliers or supply chain partners of Ventia, may access the Software only under a valid Activation Key issued by the Licensor, and only for the scope, tier and duration specified in that Activation Key.

4A.4 Any other person or organisation wishing to access the Software must first enter into a separate written white-label or reseller agreement with the Licensor.

4A.5 No part of this clause obliges Ventia to exclusively use the Software, requires Ventia to pay any fee for internal use, or creates an exclusive dealing arrangement that would contravene any law.

4A.6 The Licensor may, from time to time, verify that a user's email domain is a Ventia-controlled domain, and may require additional confirmation of Permitted User status at any time.

5. Activation Keys and Access Control

5.1 Access to the Software by any person who is not a Ventia employee is gated by an Activation Key issued by the Licensor.

5.2 Activation Keys are non-transferable and may only be redeemed by the intended recipient. Sharing, selling, onward-issuing or distributing Activation Keys is prohibited unless expressly authorised in writing by the Licensor.

5.3 The Licensor may at any time: (a) set expiry dates, usage limits, scope limits, tier restrictions or other conditions on any Activation Key; (b) revoke any Activation Key; and (c) suspend or restrict access for any Account where misuse is suspected.

5.4 Pilot, demo or evaluation access granted by the Licensor (whether by Activation Key or otherwise) is for reasonable internal evaluation only and is not intended for production deployment, binding decisions, external reliance, regulated reporting, or high-risk operational use.

5.5 The Licensee must not circumvent access controls or thresholds by creating multiple Accounts, rotating users, sharing credentials, using personal or throwaway email addresses to impersonate a Ventia domain, or using any other workaround.

5.6 The Licensor may suspend or withdraw any access at any time where access was granted in error, where the Licensee ceases to be a Permitted User, or where continued access creates material risk.

6. No Fees for Authorised Use

6.1 Access to the Software under the Ventia Exclusive Licence, or under a validly-issued Activation Key, is made available on a royalty-free basis. The Licensor will not invoice the Licensee for use within the scope of that authorisation.

6.2 The Licensor may recover its reasonable costs in respect of: (a) use in excess of the scope permitted by an Activation Key or the Ventia Exclusive Licence (Excessive Use); (b) bespoke development, custom integrations, professional services, training, or configuration work requested by the Licensee; or (c) any separate written white-label, reseller or OEM arrangement. Those amounts are payable only where separately agreed in writing.

6.3 The Licensee is responsible for all taxes, duties and government charges in connection with any amounts that do become payable under clause 6.2, except taxes imposed on the Licensor's net income.

6.4 The Licensor reserves the right to commence charging fees for future use if the Ventia Exclusive Licence is terminated or materially varied, in which case continued access will be subject to mutually agreed written terms.

7. Acceptable Use and Restrictions

The Licensee must not, and must not permit any person to:

7.1 use the Software other than for the Licensee's internal lawful business purposes and within the scope authorised by these Terms;

7.2 use the Software for production decision-making, legal advice, procurement sign-off, compliance sign-off, regulated reporting, or any purpose requiring formal assurance, without appropriate human review and independent verification;

7.3 upload, input or transmit: (a) personal information; (b) confidential commercial data; (c) contract numbers; (d) payroll extracts; (e) supplier identifiers; (f) live customer data; (g) government-protected material; or (h) sensitive or security-classified information, unless expressly permitted under a signed DPA or other written agreement and all required internal approvals have been obtained;

7.4 use the Software in breach of any law, regulation, code, contract, policy, confidentiality obligation, privacy obligation, procurement rule or security requirement;

7.5 copy, reproduce, adapt, modify, translate, mirror, republish, frame, scrape, distribute, sell, resell, lease, rent, sublicense, white-label, outsource, assign or otherwise commercially exploit the Software except as expressly permitted in writing by the Licensor;

7.6 reverse engineer, decompile, disassemble, attempt to derive source code, prompts, logic, models, workflows, methodologies or underlying structure, except where any such restriction cannot lawfully be enforced;

7.7 interfere with the Software, introduce malicious code, test vulnerabilities without consent, or attempt unauthorised access to systems, accounts or data;

7.8 use the Software to build, train, improve or benchmark a competing product or service;

7.9 remove, obscure or alter proprietary notices, branding or attribution;

7.10 share login credentials or allow any person other than Authorised Users to access the Software;

7.11 use automated extraction tools, scripts or bots unless expressly approved in writing;

7.12 represent any Output as definitive, guaranteed, legally complete, audit-proof or fit for reliance without further review.

8. Licensee Responsibilities

8.1 The Licensee is solely responsible for: (a) all prompts, files, documents, data, instructions and materials submitted into the Software; (b) determining whether the Software is appropriate for its intended use; (c) reviewing, checking, validating and approving all Output before reliance or use; (d) compliance with its legal, procurement, IT, privacy, security, records management and governance requirements; (e) ensuring its Authorised Users are properly trained and authorised; (f) obtaining all internal approvals required before testing or deployment; and (g) any legal, procurement, commercial, compliance or operational decision made using or informed by the Software.

8.2 The Licensee acknowledges that the Software is a support tool only and is not a substitute for professional judgement.

9. Internal Policy Compliance

9.1 The Licensee must ensure that use of the Software complies with all applicable internal policies and requirements, including those relating to: (a) privacy; (b) information security; (c) artificial intelligence; (d) procurement; (e) records retention; (f) legal privilege; and (g) software or third-party tool approval.

9.2 The Licensee must not use the Software in any environment or process where internal approval is required unless that approval has already been obtained.

9.3 Any breach of this clause is a material breach of these Terms.

10. Data, Privacy and Security

10.1 Unless otherwise agreed in writing, the Licensee must not provide personal information or confidential production data to the Licensor.

10.2 Where a DPA is required, no relevant data may be uploaded, shared, processed or accessed until that DPA has been fully executed.

10.3 The Licensee remains solely responsible for: (a) the legality of any data uploaded, shared or submitted; (b) obtaining all necessary consents and notices; (c) data quality, classification and minimisation; (d) anonymisation or de-identification where required; and (e) ensuring that prohibited data is not submitted.

10.4 The Licensor may use infrastructure providers, software vendors, hosting providers and other service providers to operate the Software.

10.5 The Licensee acknowledges that no internet-based service is completely secure and the Licensor does not warrant uninterrupted, secure or error-free operation.

10.6 The Licensor may collect service usage data, analytics, diagnostics, access logs, acceptance logs, support records and technical metadata for security, support, legal compliance and service improvement purposes.

10.7 Any handling of personal information by the Licensor is subject to the applicable Privacy Policy.

11. Intellectual Property

11.1 The Software and all Intellectual Property Rights in it remain the sole property of the Licensor or its licensors.

11.2 The Licensee acquires no ownership rights in the Software and receives only the limited licence expressly granted by these Terms.

11.3 All modifications, improvements, derivatives, refinements, workflows, templates, learnings and enhancements relating to the Software remain the property of the Licensor unless expressly agreed otherwise in writing.

11.4 The Licensee retains ownership of its own pre-existing materials and data lawfully input into the Software.

11.5 To the extent the Licensee provides feedback, suggestions, recommendations or enhancement ideas, the Licensee grants the Licensor a perpetual, irrevocable, worldwide, royalty-free licence to use, adapt, incorporate and exploit them without restriction or payment.

12. Outputs and Reliance

12.1 Outputs may contain errors, omissions, assumptions, bias, incomplete reasoning or unsuitable recommendations.

12.2 The Licensee must independently assess and verify all Output before using it for any purpose.

12.3 The Licensor does not warrant that any Output: (a) is accurate, complete, current or error-free; (b) satisfies legal, contractual, policy or procurement requirements; (c) will be accepted by any evaluator, regulator, customer, auditor or court; or (d) is fit for any particular purpose.

12.4 The Licensee uses and relies on Outputs entirely at its own risk.

12.5 The Software is not legal advice, procurement advice, audit assurance, regulatory approval or a substitute for qualified professional judgement.

13. Third-Party Services and Components

13.1 The Software may depend on or interoperate with third-party services, APIs, hosting services, open-source components and software libraries.

13.2 The Licensor is not responsible for the availability, performance, security, legality or accuracy of third-party services.

13.3 Use of third-party services may be subject to additional terms imposed by the relevant provider.

13.4 If a third-party service changes, becomes unavailable, or ceases to operate, the Licensor may modify or suspend corresponding functionality without liability.

14. Confidentiality

14.1 Each party must keep the other party's Confidential Information confidential and must not disclose it except: (a) to personnel, contractors or advisers who need to know it and are bound by confidentiality obligations; (b) where required by law, court order or regulatory requirement; or (c) with the other party's prior written consent.

14.2 Each receiving party must use reasonable care to protect Confidential Information.

14.3 This clause survives termination.

15. Suspension

15.1 The Licensor may suspend access immediately, without liability, if it reasonably suspects: (a) Excessive Use; (b) misuse of the Software; (c) security risk; (d) breach of these Terms; (e) unlawful activity; (f) unauthorised access; (g) that the user has ceased to be a Permitted User; or (h) material risk to the Licensor, its systems, other users or any third party.

15.2 Suspension does not waive any other right or remedy of the Licensor.

16. Warranties Disclaimer

16.1 To the maximum extent permitted by law, the Software is provided “as is” and “as available.”

16.2 The Licensor excludes all representations, warranties and guarantees not expressly set out in these Terms, including implied warranties of merchantability, fitness for purpose, title, non-infringement, availability, uninterrupted access, security, accuracy and completeness.

16.3 Nothing in these Terms excludes, restricts or modifies any right, guarantee or remedy that cannot lawfully be excluded, restricted or modified under applicable law, including under the Australian Consumer Law.

16.4 Where any statutory guarantee, condition or warranty cannot lawfully be excluded, the Licensor's liability is limited, to the extent permitted by law, to: (a) supplying the relevant services again; or (b) paying the cost of having the relevant services supplied again.

17. Liability

17.1 To the maximum extent permitted by law, the Licensor is not liable for any: (a) indirect loss; (b) consequential loss; (c) special loss; (d) punitive loss; (e) exemplary loss; (f) loss of profits; (g) loss of revenue; (h) loss of opportunity; (i) loss of data; (j) business interruption; (k) procurement outcome loss; (l) reputational damage; or (m) loss arising from decisions made using the Software or any Output.

17.2 To the maximum extent permitted by law, the Licensor's aggregate liability arising out of or in connection with these Terms, the Software or any related service is limited to AUD $100.

17.3 This limitation applies whether the claim arises in contract, tort, negligence, statute, equity or otherwise.

17.4 The Licensee acknowledges that the royalty-free nature of access under these Terms reflects this allocation of risk.

18. Indemnity

18.1 The Licensee indemnifies and must keep indemnified the Licensor and its officers, contractors and representatives from and against all claims, liabilities, losses, damages, costs and expenses, including legal costs on a full indemnity basis, arising from or in connection with: (a) the Licensee's or an Authorised User's use or misuse of the Software; (b) any file, prompt, data, content or material submitted by the Licensee; (c) breach of these Terms; (d) breach of law, privacy obligations, security obligations, procurement obligations or internal policies by the Licensee; (e) reliance on Output by the Licensee or any third party; (f) any integration, deployment or configuration performed by or for the Licensee; or (g) any third-party claim arising from the Licensee's conduct.

18.2 The Licensee's liability under this clause is reduced to the extent the relevant claim is caused by the Licensor's fraud or wilful misconduct.

19. Termination

19.1 Either party may terminate these Terms on thirty (30) days' written notice.

19.2 The Licensor may terminate immediately by notice if the Licensee: (a) commits a material breach that cannot be remedied; (b) commits a material breach and fails to remedy it within seven (7) days after notice; (c) uses the Software unlawfully or in a way that creates material risk; (d) ceases to be a Permitted User; or (e) becomes insolvent or appears reasonably likely to become insolvent.

19.3 Termination does not affect any rights accrued before termination.

19.4 On termination or expiry, the Licensee must immediately cease using the Software and, if requested, delete or destroy any Licensor materials in its possession and certify that it has done so.

20. Effect of Termination

On termination or expiry:

20.1 all rights granted to the Licensee cease immediately;

20.2 the Licensee must stop accessing and using the Software;

20.3 the Licensor may disable Accounts and revoke access credentials, including any Activation Keys; and

20.4 clauses intended to survive termination survive, including those relating to confidentiality, intellectual property, disclaimers, liability, indemnity and governing law.

21. Audit and Compliance Verification

21.1 The Licensor may request reasonable information to verify compliance with these Terms, including seat counts, use volumes, scope of deployment, and confirmation of Permitted User status.

21.2 The Licensee must reasonably cooperate with those requests.

21.3 If Excessive Use or unauthorised use is identified, the Licensee must promptly cease that use and reimburse the Licensor's reasonable costs in investigating and remediating the breach.

22. Publicity

22.1 The Licensee must not use the Licensor's product name, trade name, branding or logos without prior written consent.

22.2 The Licensor must not publicly identify the Licensee as a customer without prior written consent, except where required by law or where the relationship has already been made public by the Licensee.

23. Force Majeure

The Licensor is not liable for any delay or failure to perform caused by events beyond its reasonable control, including internet failure, platform outages, third-party service outages, cyber incidents, power failure, industrial disputes, acts of government, natural disasters or other force majeure events.

24. Licensor Identity, Governing Law and Contact

24.1 The Licensor for the purposes of these Terms is:

Cordelle Reid trading as Clause & Effect

24.2 These Terms are governed by the laws of New South Wales, Australia.

24.3 The parties submit to the exclusive jurisdiction of the courts of New South Wales and the Commonwealth of Australia.

24.4 Notices, legal correspondence, DPA requests, Activation Key requests, white-label agreement requests and support-related communications must be sent to: [email protected]

25. General

25.1 These Terms constitute the entire agreement between the parties regarding the Software and supersede all prior discussions, proposals and understandings relating to it.

25.2 The Licensee may not assign, novate, transfer or otherwise deal with its rights or obligations under these Terms without the Licensor's prior written consent.

25.3 The Licensor may assign or transfer its rights and obligations under these Terms on notice to the Licensee.

25.4 If any provision is held invalid, illegal or unenforceable, it will be read down to the minimum extent necessary and the remainder will continue in full force.

25.5 A failure or delay to exercise any right does not waive that right.

25.6 These Terms may be accepted electronically and may be evidenced by electronic records.

25.7 Headings are for convenience only and do not affect interpretation.

See also: Privacy Policy