General Terms and Conditions of Use

In short: lagstyr.com is an information website and lagstyr is a product still in private development and is not currently available for installation, access, evaluation, trial, pilot, or demonstration. The website collects expressions of interest only. The free guide is genuinely yours to use and adapt inside your own organisation — we just keep the copyright (§6). The intended platform model is licensed, not sold, and runs in your cloud: you control your data and your systems, and you remain accountable for the authority you delegate to agents (§8.6). Commercial terms live in a signed Order Form, which prevails over this document (§2). Our liability is limited (§14) — and nothing here takes away a right you have under a consumer law that cannot be excluded.

#Who we are

lagstyr.com and the lagstyr platform are operated and licensed by VSPRY AUSTRALIA PTY LIMITED (ABN 41 631 026 330) of Level 38, 71 Eagle Street, Brisbane QLD 4000, Australia. In these Terms, "lagstyr", "we", "us", "our" and "the Licensor" mean that entity, together with its successors and permitted assigns.

The lagstyr intellectual property, including the software, the documentation, the AI-native operating guide, this website and its content, and the lagstyr name and marks, is owned by VSPRY INTERNATIONAL PTY LIMITED (ABN 59 631 026 027), which wholly owns Vspry Australia Pty Limited, and is used and licensed by us under authority from it.

General contact: [email protected]. Subject prefixes are listed in §22.

#1.These Terms, and your agreement to them

#1.1Acceptance

By accessing or using lagstyr.com, downloading the AI-native operating guide, submitting the interest-registration form, corresponding with us about Lagstyr, or using the Lagstyr platform, you agree to these Terms. If you do not agree, do not use the Site or the Platform.

#1.2Authority to agree

lagstyr is offered to organisations and to people acting for organisations. If you accept these Terms on behalf of an organisation, you represent that you have authority to bind that organisation, and "you" in these Terms means both you and that organisation. If you have no such authority, you must not accept these Terms or use the Platform.

#1.3Not directed at consumers

The Site and the Platform are directed at businesses, organisations, and professionals acting in that capacity. They are not directed at consumers acquiring goods or services for personal, domestic, or household use. Where a consumer-protection law nevertheless applies to you, §14.1 preserves your rights under it in full.

#1.4Eligibility

You must be at least 18 years old, or the age of majority where you live if that is higher, to agree to these Terms.

#2.Order of precedence

If there is any inconsistency between documents, the following order applies, from highest to lowest:

1. a signed Order Form, licence agreement, subscription agreement, or other written agreement between us and your organisation ("Order Form");
2. any schedule or policy expressly incorporated into that Order Form — for example a data processing agreement, a support and service-level schedule, or a security schedule;
3. these Terms; and
4. the Privacy Policy, which prevails over these Terms on any question about how we handle personal information.

Nothing on lagstyr.com, in the AI-native operating guide, in a proposal, in a presentation, or in correspondence forms part of your agreement with us unless an Order Form says it does. Purchase order terms, vendor portal terms, or other terms you put forward do not apply, and are expressly rejected, unless we agree to them in writing signed by us.

#3.Definitions

For these Terms:

• "Site" means lagstyr.com and its subdomains, and everything published on them.
• "Platform" means the lagstyr software, in object code form, together with its Documentation and any updates we supply.
• "Documentation" means the operating and technical documentation we provide with the Platform.
• "Guide Materials" means the AI-native operating guide and its document set, and any other material we publish on the Site and expressly make available for download.
• "Customer Environment" means the cloud tenancy, accounts, infrastructure, and systems that you own or control, into which the Platform is deployed.
• "Customer Data" means all data, content, records, configuration, prompts, documents, and outputs that you or your Authorised Users put into, generate in, or process through the Platform in the Customer Environment.
• "Authorised User" means an individual you permit to use the Platform — an employee, contractor, or agent — and includes an automated agent operating under your authority.
• "Subscription Term" means the term stated in the Order Form.

#4.The Site

#4.1What the Site is

The Site is an information website. It describes lagstyr, publishes the Guide Materials, and lets you ask us to be kept informed. It is not itself the Platform, and using it gives you no right to the Platform.

#4.2Availability

We provide the Site on an "as is" and "as available" basis. We do not promise it will be uninterrupted, error-free, or available at any particular time, and we may change, suspend, or withdraw it, or any part of it, at any time and without notice. We do not charge for it.

#4.3Forward-looking statements

The Site describes a product in private development. Statements about what lagstyr will do, when it will be available, how it will be priced, or what it will cost to run are statements of current intention, not commitments. Roadmaps, capabilities, timelines, and illustrations — including the illustrative activity log rendered on the home page, which shows representative example entries and not real customer activity — may change or be abandoned. Do not make a purchasing, investment, employment, or business decision in reliance on them. No such statement is a representation, warranty, or contractual promise, and none is capable of founding a claim against us unless it is repeated in an Order Form.

#4.4No professional advice

The Site and the Guide Materials contain general information about operating models, architecture, governance, and technology. They are not legal, regulatory, financial, tax, accounting, actuarial, security, or other professional advice, they are not a substitute for advice from a qualified adviser who knows your circumstances, and they do not take account of your objectives, obligations, or risk position. Get your own advice before you act. To the extent permitted by law, we accept no liability for any action you take, or do not take, on the basis of them.

#5.Acceptable use of the Site

You may use the Site for any lawful purpose. You must not:

• use it in breach of any applicable law, or to infringe anyone's rights;
• attempt to gain unauthorised access to the Site, our systems, our accounts, or any data not intended for you, or probe, scan, or test the vulnerability of any of them without our prior written consent;
• interfere with or disrupt the Site or the infrastructure it runs on, including by placing an unreasonable or disproportionate load on it, or by any denial-of-service technique;
• submit false, misleading, or third-party contact details through the interest-registration form, or use it to transmit spam, malware, or unlawful content;
• circumvent, disable, or interfere with any security, rate-limiting, or bot-detection measure; or
• misrepresent your affiliation with us, or pass off our content as your own in breach of §6.

#5.1Automated access, indexing, and AI training — permitted

We publish the Site to be read, indexed, quoted, summarised, and learned from. We do not restrict automated access to publicly available Site content, and we place no restriction on the use of publicly available Site content or Guide Materials for text and data mining, for search indexing, for retrieval by AI assistants, or for training machine-learning models. We reserve no rights under any text-and-data-mining opt-out.

This permission is subject only to two conditions: your automated access must not degrade the Site for other visitors (§5, third bullet), and it does not displace the copyright and attribution terms in §6 that govern redistribution of the Guide Materials.

#6.Guide Materials — your licence

#6.1The grant

The AI-native operating guide and its document set are published free of charge, with no registration and no email required. Subject to §6.2, we grant you a perpetual, worldwide, royalty-free, non-exclusive, non-transferable licence to:

• download, store, print, and read the Guide Materials;
• adapt, edit, extend, and rewrite them to suit your organisation;
• use them, in original or adapted form, for the internal purposes of your own organisation — including planning, designing, governing, procuring, and operating your own AI programme; and
• share them internally with your own personnel, contractors, and professional advisers, provided those recipients use them only for your internal purposes and on terms consistent with this §6.

This is a broad licence, deliberately. If you take the guide, rewrite half of it, and run your programme off the result, that is exactly what it is for.

#6.2What the licence does not permit

Without our prior written consent, you must not:

• redistribute, publish, sell, licence, or syndicate the Guide Materials, in original or adapted form, outside your own organisation;
• incorporate them into deliverables you supply to third parties for a fee — for example consulting reports, methodology packs, training courses, or productised templates sold to clients;
• present them, or a substantially derived work, as your own original work, or remove or alter our copyright and attribution notices; or
• use them in a product or service that competes with lagstyr.

If you want to do any of these things, ask us at [email protected] with the subject prefix [LEGAL]. We are generally willing to say yes.

#6.3Attribution

Where you quote or reproduce the Guide Materials externally in a manner we have permitted, or where copyright law permits quotation regardless, attribute them to lagstyr, Vspry International Pty Limited, and link to lagstyr.com where the medium allows.

#6.4Reservation

All rights not expressly granted in this §6 are reserved. The Guide Materials are supplied "as is", and §4.4 (no professional advice) applies to them in full.

#7.Interest registration and confidentiality

#7.1Interest registration only

Submitting the interest-registration form asks us only to send you occasional development and availability updates. It is not a request or application for installation, product access, evaluation, trial, pilot, demonstration, a sales call, or any other service. It creates no obligation on us to supply the Platform, by any date or on any terms, and no obligation on you to buy anything. A binding relationship arises only under an Order Form.

#7.2No pre-release access is currently offered

We are not currently offering previews, pilots, betas, proofs of concept, trial environments, demonstrations, installations, or access credentials. If that changes, the applicable conditions will be set out in updated terms or a separate written agreement before anything is supplied.

#7.3Confidentiality

If either of us gives the other information that is marked confidential, or that a reasonable person in the circumstances would understand to be confidential — including non-public product plans, architecture, pricing, security information, and your business information — the receiving party must keep it confidential, use it only to evaluate or perform the relationship between us, and disclose it only to its own personnel and advisers who need it and are under equivalent obligations.

This does not apply to information that is or becomes public without breach, that the receiving party already had free of any obligation, that it develops independently, or that it receives from a third party entitled to disclose it. A party may disclose confidential information where compelled by law, a court, or a regulator, having first given the other party such notice as it lawfully can.

These obligations continue for 3 years after the information is disclosed, and indefinitely for anything that is a trade secret.

#7.4Feedback

If you give us feedback, suggestions, or ideas about lagstyr, we may use them freely and without obligation — no fee, no attribution, no confidentiality — and you grant us a perpetual, irrevocable, worldwide, royalty-free licence to do so. We will not identify you or your organisation as the source in any public material without your consent. This does not give us any right to your other confidential information, which stays covered by §7.3.

#8.The Platform — licence framework

This §8 sets out the framework on which the Platform is licensed. It takes effect only when an Order Form is signed, and the Order Form governs the commercial terms — scope, fees, payment, Subscription Term, renewal, support, service levels, and any data processing terms. Where the Order Form and this §8 differ, the Order Form prevails (§2).

#8.1Licence grant

Subject to the Order Form and to your payment of the fees, we grant you a non-exclusive, non-transferable, non-sublicensable licence, for the Subscription Term, to install, configure, operate, and use the Platform in the Customer Environment for the internal business purposes of your organisation, and to permit your Authorised Users to do the same.

The Platform is licensed, not sold. No title in it passes to you.

#8.2Restrictions

Except to the extent applicable law expressly permits despite a contractual restriction, and except as the Order Form permits, you must not:

• copy the Platform except as reasonably required to install, operate, and back it up;
• sell, resell, rent, lease, lend, sublicense, distribute, or make the Platform available to any third party, or operate it as a service bureau or on behalf of anyone other than your own organisation and its affiliates named in the Order Form;
• reverse engineer, decompile, or disassemble the Platform, or attempt to derive its source code;
• modify the Platform or create derivative works of it, other than through the configuration, extension, and integration mechanisms it provides;
• remove, obscure, or alter any proprietary notice, mark, or attribution;
• use the Platform to build a competing product or service, or to benchmark it for publication without our prior written consent (which we will not unreasonably withhold, and which we will not withhold at all where publication is required by law); or
• circumvent or interfere with any licensing, metering, security, or audit mechanism in the Platform.

#8.3Your responsibilities

You are responsible for:

• the Customer Environment — procuring it, paying for it, configuring it, securing it, patching it, monitoring it, backing it up, and maintaining its availability and network connectivity;
• your own third-party dependencies — including any AI model provider, identity provider, data platform, or business system the Platform connects to, and your agreements with them;
• access control — issuing, managing, and revoking Authorised User credentials, and keeping them secure;
• the acts and omissions of your Authorised Users as if they were your own; and
• ensuring that your use of the Platform, and the Customer Data you put into it, complies with the laws and regulatory obligations that apply to you.

#8.4Customer Data

Customer Data is and remains yours. As between us, you own all right, title, and interest in it, and we claim none.

Because the Platform runs in the Customer Environment:

• Customer Data resides in your infrastructure, under your control;
• we do not hold a copy of it, do not route it through our systems, and have no routine access to it;
• any access we have for support purposes is only what you grant, when you grant it, for the task you grant it for, is subject to your own controls and logging, and is governed by the Order Form; and
• we do not use Customer Data to train, fine-tune, evaluate, or improve any model — ours or a third party's — and we will not do so.

Where our handling of Customer Data would make us a processor or service provider under a data-protection law applying to you, the terms governing that handling are set out in a data processing agreement incorporated into the Order Form. The Privacy Policy §7 describes this position from the individual's perspective.

#8.5Nature of the Platform, and AI outputs

lagstyr uses artificial intelligence, including large language models and autonomous agents. You acknowledge that:

• AI systems are probabilistic. Outputs may be inaccurate, incomplete, outdated, internally inconsistent, or plainly wrong, and they may be wrong while appearing confident. The same input may not produce the same output twice.
• Outputs are not advice and are not a substitute for professional judgement (§4.4).
• You must apply human review proportionate to the consequence. Do not rely on an output without review where the decision is legally, financially, safety-, or reputationally material, or where a law requires human involvement.
• We do not warrant the accuracy, completeness, or fitness of any output, and to the extent permitted by law we are not liable for a decision you make on the strength of one. §14 applies.
• Where the Platform depends on a third-party model provider, its availability, behaviour, content policies, and output quality are outside our control and may change.

#8.6Authority, mandates, and human oversight

lagstyr exists to keep delegated work under human authority. That only works if you configure it that way, so we are explicit:

• You determine the authority model — which mandates exist, what they permit, what thresholds apply, which actions require human approval, and who may approve them. We supply the mechanism; you set the policy.
• You are accountable for the actions taken under the authority you grant, including actions an agent takes within a mandate you configured, and including their consequences for third parties.
• You must maintain human oversight proportionate to the risk of the work you delegate, and you must not use the Platform to remove human accountability from a decision where the law, a regulator, or your own obligations require a human to be accountable for it.
• We are not a party to your business decisions, we do not direct your operations, we do not supervise your agents, and we do not assume any duty owed by you to your customers, employees, counterparties, or regulators.
• You are responsible for your own compliance with laws applying to your use of AI, including any AI-, automated-decision-, sectoral-, or employment-related law applicable to you in the places you operate. We will provide the information about the Platform that you reasonably need to meet those obligations.

#8.7Updates and changes to the Platform

We may issue updates, patches, and new versions. The Order Form governs which versions we support, for how long, and on what notice. We may change the Platform's features, provided a change does not materially degrade the functionality licensed under a current Order Form during its Subscription Term. Where we intend to discontinue a material feature, we will give notice as the Order Form requires or, if it is silent, at least 90 days.

#8.8Support, service levels, and fees

Support, service levels, security commitments, fees, payment terms, taxes, renewal, and price changes are stated in the Order Form. Nothing in these Terms creates an entitlement to support or a service level, and no service level applies to the Site (§4.2), to Guide Materials (§6.4), or to pre-release material (§7.2).

#9.Intellectual property

lagstyr, the lagstyr wordmark and logo, the Site, the Guide Materials, the Platform, and the Documentation are owned by Vspry International Pty Limited (ABN 59 631 026 027) and licensed to us, and are protected by copyright and other intellectual property laws.

"lagstyr" is an unregistered trade mark used and claimed by Vspry International Pty Limited, which asserts its rights in the mark at common law and under the Australian Consumer Law and equivalent laws elsewhere. Nothing in these Terms grants you any right or licence to use our name, wordmark, logo, or other marks, whether registered or not, except:

• as §6.3 requires or permits for attribution; and
• to state accurately, in factual and non-misleading terms, that you use or evaluate lagstyr.

All rights not expressly granted are reserved. Except for the licences in §6 and §8.1, these Terms transfer no intellectual property to you.

#10.Third-party materials and links

The Site and the Platform may reference, link to, or interoperate with third-party websites, services, models, and software. Those are provided by their own suppliers on their own terms. We do not control them, we do not endorse them by linking to or integrating with them, and to the extent permitted by law we are not responsible for their availability, content, accuracy, security, policies, or the consequences of your use of them. Your dealings with a third party are between you and that third party.

Open-source components distributed with the Platform are licensed under their own licences, which prevail over these Terms to the extent of any inconsistency in respect of those components.

#11.Your warranties

You warrant, on each occasion you use the Site or the Platform, that:

• you have the authority described in §1.2;
• you will comply with these Terms and with all laws applying to your use;
• you have all rights, consents, and lawful bases necessary for the Customer Data you put into the Platform and for the information you send to us, including where it contains personal information about other people; and
• you will not use the Site or the Platform for an unlawful purpose, or for a purpose §12 prohibits.

#12.Sanctions, export control, and lawful use

You must not use, and must not permit anyone to use, the Site or the Platform:

• in breach of the sanctions, export control, or trade restriction laws of Australia, the United States, the United Kingdom, the European Union, or the United Nations, or of any other such law applying to either of us;
• if you, your organisation, or a person controlling it is a designated or sanctioned party, or is located in or ordinarily resident in a territory subject to comprehensive sanctions;
• to develop, deploy, or operate weapons, or in any application intended to cause physical harm;
• in breach of any anti-bribery, anti-corruption, anti-money-laundering, or counter-terrorism financing law; or
• in a way that would place us or our providers in breach of any of the above.

If we reasonably believe this section is being breached, we may suspend access immediately under §15.2.

#13.Disclaimers

#13.1General

To the maximum extent permitted by law, and subject always to §14.1:

• the Site, the Guide Materials, and any pre-release material are provided "as is" and "as available", with no warranty of any kind, express or implied, including any implied warranty of merchantability, fitness for a particular purpose, accuracy, or non-infringement;
• we do not warrant that the Site, the Guide Materials, or the Platform will be uninterrupted, error-free, secure against every threat, free of harmful components, or that any defect will be corrected; and
• any warranty for the Platform is only what an Order Form expressly states. There are no implied warranties beyond those an applicable law imposes and does not permit to be excluded.

#13.2Dependencies outside our control

We depend on third-party infrastructure and services, currently including Cloudflare (hosting, network edge, and data storage), Twilio SendGrid (email delivery), and an AI model provider for our support agent, as disclosed in the Privacy Policy §8.1. Providers may change. We are not responsible for their availability, performance, security, pricing, or policies, and an outage or change at a provider is not a breach of these Terms by us.

#13.3Force majeure

Neither party is liable for a delay or failure to perform caused by an event beyond its reasonable control — including failure of third-party infrastructure or communications networks, cyber attack on a third party, act of government, sanctions, war, civil unrest, epidemic, industrial action not involving that party's own workforce, or natural disaster — provided it notifies the other and takes reasonable steps to mitigate. This does not excuse an obligation to pay money already due. Where such an event prevents performance under an Order Form for more than 30 consecutive days, either party may terminate the affected part of the Order Form on written notice.

#14.Limitation of liability

#14.1Statutory rights are preserved

Nothing in these Terms excludes, restricts, or modifies any guarantee, warranty, condition, right, or remedy that applies to you under the Competition and Consumer Act 2010 (Cth) — including the Australian Consumer Law — or under any other law, where doing so would be unlawful or would make a term void or unenforceable.

Nothing in these Terms limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited or excluded.

#14.2Australian Consumer Law — limitation election

Where the Australian Consumer Law applies and permits our liability for failure to comply with a consumer guarantee to be limited, and the goods or services are not of a kind ordinarily acquired for personal, domestic, or household use or consumption, our liability is limited, at our election, to any one of: supplying the services again; paying the cost of having the services supplied again; replacing the goods or supplying equivalent goods; repairing the goods; or paying the cost of replacement, equivalent supply, or repair. This limitation does not apply where it would not be fair and reasonable for us to rely on it.

#14.3The caps

Subject to §14.1 and §14.5, our total aggregate liability to you, for all claims arising out of or in connection with these Terms, the Site, the Guide Materials, interest registration, or the Platform, whether in contract, tort (including negligence), under statute, or otherwise, is limited as follows:

Where an Order Form states a different cap, the Order Form prevails (§2).

#14.4Losses we exclude

Subject to §14.1 and §14.5, we are not liable for any:

• indirect, consequential, special, punitive, or incidental loss;
• loss of profit, revenue, anticipated savings, business, contract, opportunity, goodwill, or reputation, whether direct or indirect;
• loss, corruption, or unavailability of data — noting that in a BYOC deployment the Customer Data, the environment it sits in, and its backup are under your control (§8.3, §8.4);
• loss arising from a decision made, or not made, in reliance on an AI output (§8.5), on the Guide Materials, or on a forward-looking statement (§4.3);
• loss arising from an act taken by an agent under a mandate you configured (§8.6);
• loss arising from your Customer Environment, your third-party dependencies, or a provider named in §13.2; or
• loss arising from your breach of these Terms or of an applicable law.

#14.5What is not capped

The caps in §14.3 and the exclusions in §14.4 do not apply to:

• a party's breach of the confidentiality obligations in §7.3;
• your infringement of our or Vspry International's intellectual property rights, or your breach of the licence restrictions in §6.2 or §8.2;
• either party's liability under an indemnity in §16;
• a party's fraud, wilful misconduct, or deliberate breach;
• death or personal injury caused by negligence;
• your obligation to pay fees properly due under an Order Form; or
• your breach of §12 (sanctions, export control, and lawful use).

#14.6Basis of the bargain, and claim period

You acknowledge that the allocation of risk in this §14 is a fair and reasonable reflection of the fact that the Site and the Guide Materials are supplied free of charge and that the Platform's fees are set on this basis, and that we would not supply them on any other footing.

Except where a law provides otherwise, neither party may bring a claim under these Terms more than 2 years after the party bringing it first became aware, or ought reasonably to have become aware, of the facts giving rise to it.

#15.Suspension and termination

#15.1Termination of these Terms

You may stop using the Site at any time. These Terms apply while you use the Site and, in respect of the Platform, for the Subscription Term stated in the Order Form.

#15.2Suspension

We may suspend your access to the Site or the Platform where we reasonably believe it is necessary to: protect the security or integrity of our systems or another customer's; comply with a law, court order, or regulator's direction; respond to a breach of §5 or §12; or address a material risk of harm. We will give notice before suspending where it is practicable and lawful to do so, will limit the suspension to what is proportionate and no longer than necessary, and will tell you what you need to do to have it lifted.

#15.3Termination for breach

Either party may terminate an Order Form for material breach by the other if the breach is not remedied within 30 days of written notice describing it, or immediately if the breach is not capable of remedy. Either party may terminate immediately if the other becomes insolvent, has an administrator or liquidator appointed, or ceases to carry on business.

#15.4What happens on termination

On termination or expiry of an Order Form:

• the licence in §8.1 ends, and you must stop using the Platform and, within 30 days, delete or destroy the Platform and the Documentation from the Customer Environment and confirm in writing that you have done so;
• your Customer Data stays yours and stays where it is — in your environment. There is nothing for us to return or delete, because we do not hold it (§8.4). Extraction, retention, and deletion of Customer Data are matters for you;
• fees accrued to the date of termination remain payable, and the Order Form governs any refund; and
• termination does not affect any right or liability that accrued before it.

#15.5Survival

Sections 2, 3, 4.3, 4.4, 6.2, 6.3, 6.4, 7.3, 7.4, 8.2, 8.4, 9, 11, 13, 14, 15.4, 15.5, 16, 17, 18, 19, and 22, and any other provision that by its nature is intended to survive, survive termination or expiry.

#16.Indemnities

#16.1Your indemnity

You indemnify us, Vspry International Pty Limited, and our respective officers, employees, and agents against any loss, damage, liability, regulatory penalty, and reasonable legal cost arising from a third-party claim to the extent caused by:

• your breach of §5, §6.2, §8.2, §11, or §12;
• the Customer Data, or the information you send us, including a claim that it infringes a third party's rights or was handled without a lawful basis; or
• your use of the Platform, including an act taken by an agent under a mandate you configured (§8.6), and any claim by your customer, employee, counterparty, or regulator arising from it.

This indemnity does not apply to the extent the loss is caused by our own breach, negligence, or wilful misconduct.

#16.2Our intellectual property indemnity

Where an Order Form is in force and you are not in breach of it, we will defend you against a third-party claim that the Platform, used as we permit, infringes that party's intellectual property rights, and we will pay the damages finally awarded or agreed in settlement.

This does not apply to a claim arising from: Customer Data; your modification of the Platform; combination of the Platform with anything we did not supply, where the claim would not have arisen without the combination; your use after we told you to stop; or your use in breach of these Terms or an Order Form. If the Platform becomes, or we think it may become, the subject of such a claim, we may at our option procure the right for you to continue using it, modify or replace it so it is no longer infringing, or terminate the affected licence and refund fees prepaid for the unexpired part of the Subscription Term. This §16.2 states our entire liability, and your sole remedy, for intellectual property infringement by the Platform.

#16.3Conduct of claims

A party seeking indemnity must promptly notify the other of the claim, allow the indemnifying party to control the defence and settlement with counsel reasonably acceptable to it, and give reasonable cooperation at the indemnifying party's expense. The indemnifying party must not settle a claim in a way that admits liability by, or imposes a non-monetary obligation on, the indemnified party without its prior written consent, which must not be unreasonably withheld. Delay in notifying reduces the indemnity only to the extent the delay prejudices the defence.

#17.Governing law and jurisdiction

These Terms, and any dispute or claim arising out of or in connection with them or their subject matter — including a non-contractual dispute or claim — are governed by the laws of the State of Queensland, Australia, without regard to conflict-of-laws rules.

You and we submit to the non-exclusive jurisdiction of the courts of Queensland, Australia and the courts entitled to hear appeals from them.

The United Nations Convention on Contracts for the International Sale of Goods does not apply.

If a mandatory law of the country in which you are resident or established gives you a right to bring proceedings in your local courts, or applies its own mandatory provisions to your contract with us, nothing in this section displaces that right or those provisions.

Before commencing proceedings, each party will use reasonable endeavours to resolve the dispute by escalating it in writing to a senior representative of each party, who will meet (in person or remotely) within 21 days of the notice. This does not prevent a party from seeking urgent injunctive or interlocutory relief at any time.

#18.Changes to these Terms

We may update these Terms. The version number and effective date at the top of this page always identify the current version, and §23 records what changed.

A change that materially reduces your rights or materially increases your obligations takes effect 30 days after we publish it. Other changes take effect when published. Continuing to use the Site or the Platform after a change takes effect means you accept it; if you do not accept it, stop using them.

A change to these Terms does not vary a signed Order Form during its Subscription Term. Where an Order Form incorporates these Terms, the version in force when the Order Form was signed continues to apply to it unless the parties agree otherwise in writing, except for a change we are required to make by law.

#19.General

• Assignment. You may not assign or novate these Terms or an Order Form without our prior written consent, which will not be unreasonably withheld, except to an entity that acquires all or substantially all of your business, on notice to us. We may assign or novate to an affiliate, or to a successor in connection with a merger, acquisition, or sale of substantially all of our assets, on notice to you.
• Subcontracting. We may subcontract performance, and remain responsible for our subcontractors' performance of the obligations we have subcontracted.
• Entire agreement. These Terms, together with any Order Form and the Privacy Policy, are the entire agreement between us about their subject matter and supersede all prior discussions, proposals, and representations. Nothing in this clause excludes liability for fraudulent misrepresentation or limits a right preserved by §14.1.
• No reliance. Each party acknowledges that it has not relied on any statement, representation, or assurance not set out in these Terms or an Order Form (§4.3).
• Severability. If a provision is held invalid, illegal, or unenforceable, it is severed or read down to the minimum extent necessary and the rest continues in full force.
• No waiver. A failure or delay in exercising a right is not a waiver of it. A waiver is effective only if given in writing.
• No partnership. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, or employment relationship between us.
• No third-party rights. Except for Vspry International Pty Limited and the indemnified persons named in §16.1, who may enforce the provisions expressed for their benefit, no person who is not a party may enforce these Terms.
• Publicity. Neither party may use the other's name or marks in public marketing material without prior written consent, except as §9 permits. A customer reference or case study requires the customer's written consent.
• Counterparts and electronic signature. An Order Form may be executed in counterparts and by electronic signature, each of which is an original and together one agreement.
• Interpretation. Headings are for convenience only. "Including" means "including without limitation". A reference to a statute includes its re-enactments and amendments. Money is in Australian dollars unless stated otherwise. These Terms are drafted in English; a translation is provided for convenience only and the English version prevails.

#20.Notices

We may give you notice by email to any address you have given us, or by publishing it on the Site. Notice by email is effective when sent; notice by publication is effective when posted.

You may give us notice by email to [email protected] with the subject prefix [LEGAL], or by post to Vspry Australia Pty Limited, Level 38, 71 Eagle Street, Brisbane QLD 4000, Australia, marked Attention: Legal. Notice to us is effective when received.

A formal notice under an Order Form must be given in the manner the Order Form specifies.

#21.Privacy

How we handle personal information is set out in the Privacy Policy, which forms part of these Terms and prevails over them on any question about personal information (§2).

In particular: lagstyr.com sets no cookies and runs no analytics; email you send to [email protected] is handled with the assistance of an AI agent under human oversight, and you may ask for a human at any time; and in a BYOC deployment your data stays under your control.

#22.Contact

Email: [email protected]

Use the following subject prefixes so your message is routed correctly:

We aim to respond within 2 business days.

Vspry Australia Pty Limited (ABN 41 631 026 330) Level 38, 71 Eagle Street, Brisbane QLD 4000, Australia

#23.Change log

#24.Related documents

• Privacy Policy — how we handle personal information
• Terms and Conditions of Use in Markdown — the source of this page