Terms & Conditions

01 Acceptance of Terms

These Terms and Conditions ("Terms") constitute a legally binding agreement between you (individually or on behalf of your organisation, "you" or "Client") and NiyuLogic Systems Pty Ltd ("NiyuLogic", "we", "us", or "our"), governing your access to and use of our software products, platforms, and related services (collectively, "Services").

By creating an account, clicking "Agree", or otherwise accessing our Services, you confirm that:

• You have read, understood, and agree to be bound by these Terms;
• You are at least 18 years of age and have the legal authority to enter into this agreement;
• If you are accepting on behalf of an organisation, you have the authority to bind that organisation to these Terms.

02 Description of Services

NiyuLogic provides enterprise software solutions including, but not limited to:

• PriceIQ — A Revenue Growth Management platform offering dynamic pricing, margin intelligence, market signal monitoring, revenue forecasting, and promotion management tools.
• NiyuSuite — A full-scale Enterprise Resource Planning (ERP) solution encompassing financial management, supply chain, human resources, operations, and customer relationship management.

Services may be delivered via cloud-based software-as-a-service (SaaS), on-premise deployment, or hybrid arrangements as agreed in a separate Order Form or Statement of Work. NiyuLogic reserves the right to modify, enhance, or discontinue any feature of the Services at any time with reasonable notice to active subscribers.

03 User Accounts and Access

To access the Services, you must register and maintain an active account. You agree to:

• Provide accurate, current, and complete information during registration and keep it updated;
• Maintain the confidentiality of your account credentials and not share them with any unauthorised third party;
• Notify NiyuLogic immediately at security@niyulogic.com upon any actual or suspected unauthorised access to your account;
• Accept full responsibility for all activities conducted under your account.

NiyuLogic reserves the right to suspend or terminate accounts that violate these Terms, display suspicious activity, or are associated with fraudulent activity.

04 Licence Grant and Restrictions

Subject to your compliance with these Terms and timely payment of applicable fees, NiyuLogic grants you a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the Services solely for your internal business operations during the applicable subscription period.

You must not, and must not allow any third party to:

• Copy, modify, adapt, translate, or create derivative works of the Services or any underlying software;
• Reverse engineer, disassemble, decompile, or attempt to derive the source code of the Services;
• Sell, resell, rent, lease, sublicence, or otherwise transfer rights to the Services;
• Use the Services to build a competing product or service;
• Remove or alter any proprietary notices, labels, or marks on the Services;
• Use the Services in any unlawful manner or in violation of any applicable regulations.

05 Payment and Subscription Terms

Access to the Services may require payment of subscription fees as set out in the applicable Order Form or as displayed on our pricing page. Unless otherwise agreed:

• Fees are billed in advance on a monthly or annual basis, depending on the selected plan;
• All fees are exclusive of applicable taxes, which are your responsibility;
• Payments are non-refundable except as expressly stated in these Terms or required by applicable law;
• NiyuLogic may update pricing with at least 30 days' written notice prior to renewal;
• Failure to pay fees within 14 days of the due date may result in suspension of access without further notice.

Annual subscriptions cancelled before the end of the term are not eligible for pro-rated refunds unless otherwise agreed in writing.

06 Intellectual Property

All intellectual property rights in the Services, including but not limited to the software, algorithms, user interfaces, documentation, trade names, trademarks, and logos, are and will remain the exclusive property of NiyuLogic Systems Pty Ltd and its licensors.

You retain ownership of all data you input into the Services ("Client Data"). By using the Services, you grant NiyuLogic a limited licence to process Client Data solely to deliver the Services and as permitted under our Privacy Policy.

Any feedback, suggestions, or ideas you provide regarding the Services may be used by NiyuLogic without restriction or compensation to you.

07 Data and Privacy

NiyuLogic processes personal data in accordance with its Privacy Policy, which is incorporated into these Terms by reference. By using the Services, you acknowledge that you have read and understood our Privacy Policy.

Where the Services involve the processing of personal data on your behalf, the parties agree that NiyuLogic acts as a data processor and you act as the data controller. A separate Data Processing Agreement (DPA) may be required for enterprise clients subject to GDPR, Australian Privacy Act 1988, or other applicable data protection legislation.

08 Confidentiality

Each party agrees to keep confidential all non-public, proprietary information disclosed by the other party in connection with the Services ("Confidential Information"), and to use Confidential Information only for the purposes of fulfilling obligations under these Terms.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party prior to disclosure; (c) is independently developed by the receiving party; or (d) is required to be disclosed by law or court order, provided prompt notice is given to the disclosing party where permissible.

Confidentiality obligations survive termination of these Terms for a period of three (3) years.

09 Warranties and Disclaimers

NiyuLogic warrants that it will provide the Services in a professional and workmanlike manner consistent with industry standards. We do not warrant that the Services will be uninterrupted, error-free, or completely secure.

NiyuLogic does not warrant the accuracy of any pricing recommendations, financial projections, or analytical outputs generated by the Services. Such outputs are for informational purposes only and do not constitute financial, legal, or professional advice.

10 Limitation of Liability

To the maximum extent permitted by law, NiyuLogic's total aggregate liability to you for any claims arising out of or relating to these Terms or the Services, whether in contract, tort, or otherwise, shall not exceed the greater of:

• The total fees paid by you to NiyuLogic in the twelve (12) months immediately preceding the claim; or
• AUD $500.

In no event will NiyuLogic be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including loss of profits, loss of revenue, loss of data, loss of goodwill, or business interruption, even if advised of the possibility of such damages.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so the above limitations may not apply to you.

11 Indemnification

You agree to indemnify, defend, and hold harmless NiyuLogic, its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in connection with:

• Your use of the Services in violation of these Terms;
• Your Client Data, including any claim that it infringes or misappropriates any third-party rights;
• Your violation of any applicable law or regulation.

12 Term and Termination

These Terms remain in effect for the duration of your subscription or as otherwise agreed in an Order Form. Either party may terminate these Terms:

• For convenience: With 30 days' written notice, subject to any minimum commitment periods specified in an Order Form;
• For cause: Immediately upon written notice if the other party materially breaches these Terms and fails to cure the breach within 14 days of notice.

Upon termination, your licence to use the Services ceases immediately. NiyuLogic will make your Client Data available for export for 30 days following termination, after which it may be permanently deleted. Provisions that by their nature should survive termination — including Sections 6, 8, 9, 10, and 11 — will do so.

13 Governing Law

These Terms are governed by and construed in accordance with the laws of the State of New South Wales, Australia, without regard to its conflict of law principles. Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales for the resolution of any disputes arising under these Terms.

The parties agree to first attempt to resolve any dispute through good-faith negotiation before initiating formal legal proceedings. Where a dispute cannot be resolved through negotiation, the parties agree to attempt mediation before resorting to litigation.

14 Changes to Terms

NiyuLogic reserves the right to update or modify these Terms at any time. We will provide at least 30 days' notice of material changes via email or in-product notification. Your continued use of the Services after the effective date of the revised Terms constitutes your acceptance of those changes.

If you do not agree to the revised Terms, you may terminate your subscription before the effective date of the changes by contacting us at legal@niyulogic.com.

15 Contact Information

For questions, concerns, or notices relating to these Terms, please contact us:

• Email: legal@niyulogic.com
• General: hello@niyulogic.com