Terms of Service

These Terms of Service ("Terms") govern your access to and use of New Horizon Code's websites, web applications, APIs, and related services (collectively, the "Services").

These Terms do not apply to Diversity Sync'd, which is governed by its own terms and privacy found at https://www.diversitysync.com/privacy and related pages.

By accessing or using the Services, you agree to these Terms. If you do not agree, do not use the Services. If you are accepting on behalf of a company, you represent that you have authority to bind that company; "you" refers to that entity.

The Services are intended primarily for business and professional use. Personal use is permitted where explicitly allowed and not inconsistent with the Service's business purpose. You must be able to form a binding contract under Australian law.

You must provide accurate, current, and complete information and keep it updated. You are responsible for maintaining the confidentiality of your credentials and for all activity under your Account. Notify us immediately of any unauthorised use or security incident. We may refuse service, suspend, or terminate Accounts at our discretion (see §15).

You must not:

• a)use the Services unlawfully or to encourage unlawful activity;
• b)infringe IP, privacy, or other rights;
• c)upload malware, malicious code, or content that is defamatory, obscene, harassing, discriminatory, or deceptive;
• d)probe, scan, or test vulnerabilities, or circumvent security;
• e)reverse engineer or decompile the Services except to the extent permitted by law;
• f)resell, lease, or provide the Services to third parties without written consent;
• g)use the Services to build or train external AI models, or to scrape at scale.

We may throttle, restrict, or remove content/features reasonably necessary to protect the Services or other users.

The Services may interoperate with third-party products (e.g., hosting/CDN, analytics, email, telephony, fonts, AI/graphics tools). Your use of those third-party services may be subject to their terms and privacy practices. We are not responsible for third-party services outside what we directly provide, but we'll take reasonable steps to address issues that materially impact the Services.

Some features may use AI to summarise, draft, or assist. AI outputs are assistive, may be incomplete or inaccurate, and are not professional, medical, clinical, legal, payroll, or industrial-relations advice. You are responsible for independently reviewing outputs before relying on them. We do not use Your Content to train external foundation models.

Your use of the Services is subject to our Privacy Policy at /privacy (for all services other than Diversity Sync'd). By using the Services, you consent to our handling of personal information per that policy and applicable Australian privacy law.

If you purchase paid Services:

• a)Fees are as shown at checkout or in your order; recurring fees are billed in advance unless stated otherwise.
• b)GST: Prices may be expressed exclusive of GST; where applicable, GST will be added and identified on the invoice.
• c)Payment: You authorise us and our payment processors (e.g., Stripe) to charge the payment method on file.
• d)Late Payment: We may suspend or limit access for non-payment; interest or admin fees may apply where permitted by law.
• e)Refunds: Fees are non-refundable except as required by law or expressly stated in an applicable Service description.

Nothing in these Terms limits your rights under the Australian Consumer Law (ACL).

We may change, suspend, or discontinue features at any time. We aim for reliable uptime but do not guarantee uninterrupted or error-free operation. We may perform scheduled or emergency maintenance (which may temporarily affect availability). Where reasonably practicable, we will provide notice of material changes or disruptive maintenance.

You are solely responsible for Your Content and your use of the Services, including obtaining necessary consents and complying with applicable laws (e.g., privacy, IP, spam/marketing). Do not upload content you are not legally permitted to process or share.

To the fullest extent permitted by law, the Services are provided "as is" and "as available." We disclaim all warranties (express, implied, statutory), including merchantability, fitness for purpose, and non-infringement. We do not warrant the Services will meet your requirements, be uninterrupted, timely, secure, or error-free, or that outputs will be accurate or reliable.

We may suspend or terminate your Account or access immediately (with or without notice) if: (i) you breach these Terms or law; (ii) non-payment; (iii) security, operational, or legal risk; or (iv) as required by law.

You may terminate at any time by discontinuing use and, if applicable, cancelling your paid plan. On termination, your right to access the Services ceases. We may retain or delete data per our Privacy Policy and retention practices. Certain sections survive termination (see §19).

To the maximum extent permitted by law:

• a)we are not liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenues, data, goodwill, or business interruption; and
• b)our total aggregate liability for all claims relating to the Services is limited to the greater of AUD $100 or the fees you paid to us in the 12 months preceding the event giving rise to liability.

You indemnify and hold harmless New Horizon Code, its officers, employees, and contractors from and against claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to: (i) Your Content; (ii) your breach of these Terms or law; or (iii) misuse of the Services.

Before starting proceedings, the parties will attempt to resolve disputes in good faith. If not resolved within 7 days of a written dispute notice, the parties will mediate under the Resolution Institute Mediation Rules in Queensland, sharing mediator costs equally. If unresolved within 14 days after mediator appointment, the dispute shall be finally resolved by binding arbitration in Brisbane, Queensland, administered by the Australian Centre for International Commercial Arbitration (ACICA) under the ACICA Arbitration Rules. Either party may seek urgent interlocutory relief from a competent court.

Governing Law & Venue: Queensland, Australia; courts of Queensland have exclusive jurisdiction (subject to §18 for arbitration).

Notices: We may provide notices via the Services, email, or your Account email.

Assignment: You may not assign or transfer these Terms without our consent; we may assign to an affiliate or in connection with a merger, reorganisation, or sale.

Severability: If any provision is unenforceable, the remainder stays in effect.

No Waiver: Failure to enforce a provision is not a waiver.

Entire Agreement: These Terms constitute the entire agreement for the Services (excluding Diversity Sync'd) and supersede prior discussions. Product-specific or order terms, if any, apply in case of conflict.

Force Majeure: We are not liable for delays/failures due to events beyond reasonable control (e.g., natural disasters, outages, war, strikes, government action).

Survival: Sections 7–9, 11–19 survive termination.

We may update these Terms to reflect legal, technical, or operational changes. Material changes will be notified in-product or by email at least 30 days before taking effect where practicable. Continued use after the effective date constitutes acceptance.