Terms of Service

These Terms of Service (“Terms”) are a legally binding agreement between Hapli Pty Ltd (ABN 34 690 833 124) (“Hapli”, “we”, “us”, “our”) and the person or entity that accesses or uses our website, APIs, SDKs and embedded AI widgets (collectively, the “Services”). If you accept on behalf of an organisation, you represent that you have authority to bind it. By using the Services, you agree to these Terms.

1. Definitions

• Customer: the organisation or person using the Services.
• Customer Data: data you or your end users submit to or through the Services.
• Order: an order form, online checkout or pricing plan describing features, limits and fees.
• Outputs: model- or system-generated text, labels, codes or transcriptions produced by the Services.
• Sub-processor: a third party engaged by Hapli to process data to deliver the Services.

2. Scope & Role

These Terms cover your website use (where Hapli acts as controller) and your use of widgets/APIs inside your own systems (where Hapli generally acts as your processor/service provider). Additional or conflicting terms in an Order (including a data processing addendum or HIPAA BAA, if applicable) prevail over these Terms.

3. Accounts & Access

• You must be 18+ and capable of entering a contract.
• You are responsible for your credentials, API keys, and all activity under your accounts.
• You will keep registration and billing details accurate and up to date.

4. Orders, Plans & Fees

• Features, usage limits (e.g., tokens, requests) and fees are set out in your Order.
• Unless stated otherwise, fees are non-refundable once a billing period begins and exclude taxes.
• Late payments may result in service suspension and interest at the maximum permitted rate.

5. Licence & Acceptable Use

• Subject to these Terms and your Order, Hapli grants a non-exclusive, non-transferable licence to integrate and use the widgets/APIs within your applications for your internal business purposes.
• You will not: (a) reverse engineer or attempt to access source code; (b) bypass usage limits or fees; (c) use the Services to violate law or rights, or to create malware, spam, discrimination or harassment; (d) remove or obscure notices; (e) probe/scan/test vulnerabilities without written approval.
• You will implement reasonable safeguards in your environment (e.g., role-based access, API key hygiene, rate limiting).

6. AI Outputs & Clinical Disclaimer

• Outputs may be inaccurate, incomplete or context-sensitive. You are responsible for verifying Outputs before relying on them.
• Clinical features (including SNOMED/ICD-10 coding and clinical summaries) are assistance only and require professional review by qualified personnel. Outputs are not medical, legal or financial advice.

7. Customer Data & Privacy

• As between the parties, you own Customer Data. You grant Hapli a limited licence to process Customer Data to provide, maintain, secure and support the Services and to produce de-identified or aggregated usage analytics.
• For the following widgets — summarise, translate, enhance, clinical annotation, generate, speech-to-text — Hapli processes requests and does not store input or output. We retain minimal metadata (e.g., request timestamps, word/token counts) for usage reporting, billing and security.
• Time-tracking data (e.g., timestamps, durations, user IDs, optional location/device) may be stored on your behalf as configured.
• We handle personal information under our Privacy Policy. A HIPAA BAA is available where applicable. Customer Data is excluded from model training by default; any future training program will be opt-in with separate terms and controls.

8. Security

We implement administrative, technical and physical safeguards appropriate to the nature of the data and risk, including encryption in transit, access controls and audit logging. You are responsible for securing your own systems and for safe custody of API keys and credentials.

9. Third-Party Services & Sub-processors

The Services may interoperate with third-party platforms (e.g., cloud/AI providers such as AWS, Google Cloud, Microsoft Azure and OpenAI). Your use of third-party services may be subject to their terms. We may engage Sub-processors to support the Services and remain responsible for their performance to the extent required by law.

10. Availability, Changes & Beta

• Unless an Order states otherwise, no specific uptime or support SLA is provided. We may make non-material changes at any time.
• Trials and beta features are provided “as is,” may be suspended or changed, and are intended for evaluation.
• We may deprecate or remove features that are low-usage or unsafe, with reasonable notice where practicable.

11. Compliance, Export & Sanctions

• You will comply with applicable laws (including privacy, employment and records laws relevant to your use of time-tracking).
• You will not use the Services in violation of export control or sanctions laws and will not permit access from embargoed jurisdictions or to restricted parties.
• You will not use the Services to process children’s data intentionally or high-risk special categories without appropriate safeguards and a lawful basis.

12. Intellectual Property & Feedback

• Hapli and its licensors own the Services, software, models and documentation. No rights are granted except as expressly stated.
• You retain rights in Customer Data and (subject to third-party rights) in your applications.
• Feedback is voluntary; Hapli may use it without restriction or obligation.

13. Warranties & Disclaimers

• We will provide the Services with reasonable skill and care.
• Except as stated, the Services and all Outputs are provided “as is” and “as available”. To the maximum extent permitted by law, we disclaim all other warranties (including fitness for a particular purpose, merchantability and non-infringement).

14. Liability Cap & Exclusions

• Neither party is liable for indirect, incidental, special, consequential or punitive damages, or for loss of profits, revenue, data or business opportunities.
• Each party’s aggregate liability arising out of or related to the Services is limited to the fees paid (or payable) by you to Hapli in the 12 months prior to the event giving rise to liability, except to the extent liability cannot be limited by law.

15. Indemnities

• Your indemnity: You will defend and indemnify Hapli against third-party claims and losses arising from (a) your unlawful use of the Services, (b) Customer Data (including alleged rights violations), or (c) your breach of these Terms or law.
• Our IP indemnity: We will defend you against claims alleging that the Services (as provided by us) directly infringe third-party IP rights and will pay damages finally awarded, provided you promptly notify us and cooperate. We may modify, replace, or procure rights for the affected functionality; this is your exclusive remedy for such claims.

16. Suspension & Termination

• We may suspend or limit the Services if (a) you breach these Terms, (b) usage threatens security or availability, or (c) required by law.
• Either party may terminate for material breach not cured within 30 days of written notice. Orders renew as stated in the Order and may be cancelled per its terms.
• Upon termination, you must stop using the Services and delete our SDKs/keys. We will delete or return Customer Data per the Privacy Policy and applicable data processing terms.

17. Confidentiality

Each party will protect the other’s non-public information with at least reasonable care and use it only to perform under these Terms. This does not apply to information that is public, independently developed without use of confidential information, or rightfully received from a third party without duty of confidentiality.

18. Publicity

We may use your name and logo in customer lists and marketing materials, provided we do not suggest endorsement. You may opt out by notifying us in writing.

19. General

• Governing law & forum: Queensland law applies; the courts of Queensland and the Commonwealth of Australia have exclusive jurisdiction. The parties will first attempt good-faith resolution.
• Order of precedence: If there is a conflict, the Order (including any DPA/BAA) prevails over these Terms.
• Assignment: Neither party may assign without consent, except to an affiliate or in connection with a merger, acquisition or sale of substantially all assets.
• Force majeure: Neither party is liable for delays or failures due to causes beyond reasonable control.
• Notices: Send legal notices to support@gohapli.com.
• Severability; waiver: Unenforceable terms are modified to the minimum extent necessary; failure to enforce is not a waiver.
• Entire agreement; updates: These Terms and the Order are the entire agreement. We may update these Terms; material changes will be notified (e.g., email or in-app notice). Continued use after the effective date constitutes acceptance.