Terms of Service

1. About these terms

These Terms of Service (Terms) are an agreement between you and Terrabox.ai Pty Ltd (ACN 699 975 981) (Terrabox, we, us) for the AI agent services, infrastructure services, software and websites we provide (the Services).

Most Services are provided under a written proposal, statement of work, order form, lease or services agreement that you accept (an Order). An Order sets out what we will deliver, the fees and the term. If an Order conflicts with these Terms, the Order takes precedence.

If you use the Services for an organisation, you accept these Terms for it and confirm you have authority to do so; "you" then means that organisation. By signing an Order, creating an account or using the Services you agree to these Terms, the Acceptable Use Policy (which forms part of them), and our handling of personal information as described in the Privacy Policy.

2. The Services

• AI agent services: designing, building, testing, piloting, hosting and supporting AI agents for your work, including our tendering agent (section 3).
• Infrastructure services: dedicated NVIDIA DGX B300 nodes, private hosting of AI models, and agent sandboxes, which are offered as early access (section 4).

Self-service GPU booking is not currently open to new customers. If we reopen it, we will publish the booking terms that apply before you can book.

Features described as "early access", "pilot", "coming soon" or "in commissioning" are not generally available. Early-access and pilot features may change or be withdrawn, and are provided without any availability commitment unless an Order says otherwise.

3. AI agent services

What an agent does

• An agent reads the documents you give it and proposes answers, figures, matches, quantities or filled-in schedules (Outputs). Outputs are proposals for a person to review. They can be wrong, incomplete or out of date, even when the agent has scored well on past work.
• You are responsible for checking Outputs before you rely on them, and for every decision, price, bid, submission or document you make or send using them. Outputs are not professional, engineering, estimating, financial or legal advice.
• Accuracy figures we give you are measurements on the material we tested against. They are not a promise about future results.

Where the models run

• An agent uses one or more AI models. The Order says which: models hosted on infrastructure Terrabox operates, a third-party model provider's API, or both.
• Where an agent uses a third-party model provider, the documents and text the agent sends to that model are processed by that provider, under its terms and in the places it operates. We will tell you which providers an agent uses before it processes your data, and we won't add a provider without telling you first.

Pilots, acceptance and support

• A pilot runs an agent beside your normal process without changing what you deliver. Any acceptance criteria are those in the Order.
• Hosting, support and changes after delivery are as set out in the Order.

4. Infrastructure services

Terrabox operates NVIDIA DGX B300 systems in Equinix SY5, Sydney, Australia. We describe the security of these Services precisely, and ask that you rely on that description rather than on assumptions:

• A dedicated node is leased to one customer. Where the Order gives you the operating system, you are responsible for it and for everything on it. Terrabox keeps administrative control of the node's management controller and firmware, and gives you scoped, logged access to power and console.
• Storage volumes that Terrabox manages for you are encrypted at rest (LUKS2) and cryptographically erased when the Service ends, and we issue an erasure certificate.
• Hardware confidential computing (Intel TDX and NVIDIA GPU confidential computing mode), which would stop Terrabox's own administrators from reading memory, is not currently enabled. Terrabox's administrators and the facility operator have physical and administrative access to the hardware, subject to the commitments in section 9.
• Terrabox is engineered toward IRAP and APRA CPS 234 controls but is not certified against either.
• We may need to perform maintenance. We give notice where we can; emergency security work may happen without notice.

5. Accounts and security

• You must give accurate details, including a work email you control, and keep them up to date. You must be at least 18 and able to enter a binding contract.
• You are responsible for everything done through your accounts, API keys and the credentials of the people you authorise. Keep passwords, API keys, recovery codes and private keys secret, use two-factor sign-in where offered, and revoke access promptly when someone leaves.
• Tell us at support@terrabox.ai straight away if you suspect unauthorised access.
• We may refuse, suspend or close an account where we reasonably suspect fraud, a false identity, or a breach of these Terms.

6. Fees and payment

• Fees are as set out in the Order, in Australian dollars and exclusive of GST unless the Order says otherwise. GST is added where applicable and shown on a tax invoice.
• Invoices are issued when the Order says, and are due within the period the Order or invoice states.
• Where you pay by card, payments are processed by Stripe. Card details are entered on Stripe's page and are never received or stored by Terrabox.
• If an amount is unpaid 14 days after we notify you that it is overdue, we may suspend the Services until it is paid.
• Tell us within 30 days if you dispute an invoice. We will work with you in good faith, and won't suspend the Services over an amount genuinely in dispute.
• Third-party model usage, where the Order passes it through, is charged as the Order states.

7. Your data

• You own the documents, data, models, code and other material you give us or create with the Services, and the Outputs (Customer Data). You give us only the permissions needed to host and process it to provide the Services to you.
• We use Customer Data, including your past work and your team's decisions, to build, test and improve the agents we provide to you. We do not use it to train models or build agents for anyone else, and we do not share it with other customers, without your written consent.
• Customer Data held on infrastructure Terrabox operates stays in Australia, in Equinix SY5, and is not moved offshore by Terrabox. Customer Data an agent sends to a third-party model provider under section 3 is processed where that provider operates.
• You are responsible for having the rights and consents to give us Customer Data, including any personal information or third parties' documents in it, and for keeping your own copies.
• When a Service ends, we return or delete Customer Data as the Order says, or otherwise within 30 days of your request, except records we must keep by law.

8. Intellectual property

• Terrabox keeps ownership of its software, agent frameworks, tools, methods and know-how, including improvements to them that don't contain your Customer Data (Terrabox Materials).
• While your Order is in force and your fees are paid, you may use the agents and other Terrabox Materials we provide, for your own internal business purposes, as the Order describes.
• If an Order says that specific deliverables will belong to you, ownership passes to you on payment, subject to our continued ownership of the Terrabox Materials inside them.

9. Our access to your data and environment

Our engineers access Customer Data to build, test, run and support the agents you have asked for, and only as far as that work needs. On infrastructure you control, we do not access your operating system, volumes or containers except where necessary to respond to a security incident, to comply with law or a lawful request, or to diagnose a fault you've reported. In each case we will tell you where we lawfully can. Our operational tooling records metadata (for example usage, model calls and their cost, sign-in events and management-controller logs) to run, bill and secure the Services.

10. Acceptable use

You must comply, and make sure everyone using the Services through you complies, with the Acceptable Use Policy. It prohibits, among other things, unlawful activity, attacks on others, crypto-currency mining without our written consent, and use by or for sanctioned persons. We may suspend a workload, agent or account immediately where we reasonably believe it breaches that policy or puts the Services or others at risk.

11. Suspension and ending the Services

• An Order ends as it says. Where an Order has no fixed term, either of us may end it on 30 days' written notice. Fees for Services already provided remain payable.
• We may end these Terms or an Order immediately if you seriously or repeatedly breach them, breach the Acceptable Use Policy, or become insolvent.
• When infrastructure Services end, environments we manage are handed back and cryptographically erased. We keep account and billing records for as long as the law requires (see the Privacy Policy).

12. Warranties and liability

Australian Consumer Law. Our Services come with guarantees that cannot be excluded under the Australian Consumer Law. Nothing in these Terms excludes, restricts or modifies any right or remedy you have under that law that cannot lawfully be excluded. Where we are allowed to limit our liability for a failure to comply with a consumer guarantee, our liability is limited to supplying the Services again or paying the cost of having them supplied again.

Subject to that, and except as set out in these Terms or an Order:

• the Services are provided with reasonable care and skill, but we don't promise they will be uninterrupted or error-free, or meet a particular availability unless an Order says so;
• we don't promise that Outputs will be accurate or complete, and we are not liable for loss arising from your reliance on an Output you did not check (section 3);
• neither of us is liable to the other for indirect or consequential loss, loss of profit, revenue, contracts or tenders, or loss of data (to the extent it could have been avoided by keeping copies); and
• each party's total liability under these Terms and an Order is capped at the fees you paid under that Order in the three months before the event giving rise to the claim. The cap doesn't apply to your obligation to pay fees, to either party's liability for fraud or wilful misconduct, or to your indemnity in section 13.

13. Your responsibility for misuse

You indemnify Terrabox against third-party claims (including claims by our facility provider or a model provider) arising from Customer Data you had no right to give us, from use of the Services through you in breach of these Terms or the Acceptable Use Policy, or from your breach of law, except to the extent the claim is caused by our breach or negligence.

14. General

• Changes. We may update these Terms. We'll give at least 30 days' notice of a material change by email. Changes don't affect an Order already signed, unless you agree.
• Export controls and sanctions. Advanced GPUs and AI models are subject to export control. You must not use the Services in breach of Australian, US or other applicable export control or sanctions law, or for anyone those laws prohibit.
• Force majeure. Neither of us is liable for delay or failure caused by events beyond our reasonable control, including failures at our facility provider or a third-party model provider, other than an obligation to pay.
• Assignment. You may not assign these Terms or an Order without our consent. We may assign them to a related company or to a buyer of our business, with notice to you.
• Governing law. These Terms are governed by the laws of New South Wales, Australia, and both parties submit to the courts of that State.
• Contact. Terrabox.ai Pty Ltd (ACN 699 975 981), Brisbane, Queensland — support@terrabox.ai.