Terms and Conditions

1.1 These Terms and Conditions (Terms) govern your access to and use of the websites, platform, software, tools, dashboards and related services provided by Coderra Pty Ltd (ABN 55 680 828 157) (Coderra, we, us or our), including the website at https://coderra.com.au (the Site) and the products and services described in clause 3 (together, the Services).

1.2 By creating an account, accessing the Site, subscribing to a plan, or otherwise using the Services, you agree to be bound by these Terms. If you do not agree, you must not use the Services.

1.3 If you enter into a separate written agreement, order form, statement of work, or proposal with us (each an Order), that Order forms part of these Terms. If there is any inconsistency, the Order prevails to the extent of the inconsistency for the Services it covers.

1.4 If you are using the Services on behalf of an organisation, you warrant that you are authorised to bind that organisation, and “you” refers to that organisation.

In these Terms:

• AI Platforms means third-party artificial intelligence systems, answer engines, large language models and AI-powered search or assistant services (including, for example, ChatGPT, Google Gemini and AI Overviews, Microsoft Copilot, Perplexity and similar services), whether existing now or in the future.
• Client Data means data, content, materials, account access and information you provide to us or input into the Services.
• Deliverables means reports, audits, content, schema, recommendations, configurations and other work product we provide to you as part of the Services.
• Subscription means a paid plan giving you access to the platform and/or Services for a recurring term.
• AISO means AI Search Optimisation — activities intended to improve how a brand, business or website is represented, cited or surfaced by AI Platforms.

3.1 Coderra provides an AI Search Optimisation platform and related services, which may include:

• (a) Visibility — monitoring, measuring and seeking to improve how your brand, products and services appear, are cited or are recommended across AI Platforms and AI-powered search;
• (b) Leads — tools and services intended to support lead generation, enquiry capture and related marketing activity; and
• (c) Governance — tools, reporting and advisory services to help you monitor, manage and maintain oversight of your AI search presence and related content.

3.2 The specific features, deliverables, usage limits and inclusions available to you depend on the plan you select and any applicable Order.

3.3 We may improve, modify, add to or remove features of the Services from time to time. We will not materially reduce the core functionality of a plan you are paying for during a paid term without notice; where we do, clause 16 (cancellation) may apply.

4.1 You must be at least 18 years old and capable of forming a binding contract to use the Services.

4.2 You are responsible for keeping your account credentials secure and for all activity that occurs under your account. Notify us promptly at support@coderra.com.au if you suspect unauthorised use.

4.3 You must provide accurate, current and complete information when registering and keep it up to date.

5.1 You agree to pay the fees for the plan or Services you select, as shown at the time of purchase or in your Order.

5.2 Subscriptions are billed in advance on a recurring basis (for example, monthly or annually) and, unless stated otherwise, renew automatically at the end of each billing period until cancelled in accordance with clause 16.

5.3 Unless stated otherwise, fees are in Australian dollars (AUD) and are inclusive of GST. Where GST applies, it will be added to and payable on the fees, and we will issue a valid tax invoice.

5.4 You authorise us (and our payment processors) to charge your nominated payment method for all fees due. If a payment fails, we may retry the charge and/or suspend the Services until payment is received.

5.5 We may change our fees on a prospective basis by giving you at least 30 days’ notice before the change takes effect for your next billing period. Continued use after the change takes effect constitutes acceptance.

5.6 Except as required by the Australian Consumer Law or as expressly stated in these Terms, fees are non-refundable and there are no refunds or credits for partial periods, downgrades, or unused features.

6.1 We may offer free trials, credits or promotional access on terms notified at the time. Unless we tell you otherwise, at the end of a free trial your plan will convert to a paid Subscription and your payment method will be charged, unless you cancel before the trial ends.

6.2 We may modify or withdraw trials and promotions at any time.

7.1 You are responsible for:

• (a) providing accurate and lawful Client Data and the access we reasonably need to perform the Services (for example, access to your website, content management system, analytics or relevant accounts);
• (b) ensuring you have the rights and consents necessary for us to use the Client Data for the Services; and
• (c) the content, claims and accuracy of any material you ask us to publish, promote or optimise.

7.2 You must not:

• (a) use the Services to publish or promote content that is false, misleading or deceptive, defamatory, unlawful, infringing, or in breach of the policies of any AI Platform, search engine or third-party service;
• (b) attempt to manipulate AI Platforms or search results through methods that breach their terms (for example, cloaking, spam, deceptive structured data, or artificial review/citation schemes);
• (c) reverse engineer, copy, resell, sublicense or create derivative works of the platform except as permitted by law;
• (d) introduce malicious code, attempt to gain unauthorised access, or interfere with the integrity or performance of the Services; or
• (e) use the Services in breach of any law or third-party right.

7.3 You acknowledge that you remain responsible for your own compliance with applicable laws, including consumer, advertising, spam and privacy laws, in connection with any leads, marketing or content arising from the Services.

8.1 You acknowledge and agree that AI Search Optimisation, lead generation and visibility outcomes depend on factors outside our control, including the design, algorithms, ranking and citation behaviour, data sources, availability and policies of third-party AI Platforms and search engines, market conditions, competitor activity, and the quality and accuracy of your own content and data.

8.2 Accordingly, we do not warrant or guarantee any specific outcome, including any particular level of visibility, citation, ranking, traffic, impressions, leads, enquiries, conversions, sales, revenue or return on investment. Any examples, forecasts, benchmarks or case studies are illustrative only and are not promises of results.

8.3 The Services are provided on a best-efforts basis using reasonable care and skill. Our obligation is to perform the Services described, not to achieve a particular result.

9.1 The Services interact with, rely on, or measure third-party AI Platforms, search engines, integrations, APIs and data providers. We do not control these third parties and are not responsible for their availability, accuracy, decisions, pricing, policy changes, rate limits or discontinuation.

9.2 If a third party changes, restricts, prices, suspends or discontinues access to a platform, API or data source, some features of the Services may change or become unavailable. We will use reasonable efforts to adapt the Services but are not liable for the effects of such third-party changes.

9.3 Your use of any third-party service through or alongside the Services is governed by that third party’s own terms and policies, and you are responsible for complying with them.

10.1 Parts of the Services may use AI to analyse, classify, generate, summarise or recommend content (for example, audits, reports, suggested content or schema).

10.2 AI-generated outputs can be inaccurate, incomplete or unsuitable, and may not reflect the most current information. You are responsible for reviewing, editing and approving all outputs before relying on, publishing or distributing them. We are not responsible for decisions you make based on AI-generated outputs.

11.1 Where the Services include lead generation, you acknowledge that we do not guarantee the volume, quality, accuracy, validity or commercial value of any leads, and that leads may include incorrect, duplicated or non-converting contacts.

11.2 You are solely responsible for how you contact, handle and store leads, including compliance with the Privacy Act 1988 (Cth), the Spam Act 2003 (Cth) and the Do Not Call Register, and any applicable marketing and consent requirements.

12.1 Our IP. We (and our licensors) own all intellectual property rights in the Site, the platform, software, methodologies, templates, documentation and any underlying technology. Nothing in these Terms transfers that IP to you. We grant you a non-exclusive, non-transferable, revocable licence to access and use the Services for your internal business purposes during your subscription term.

12.2 Your data. You retain ownership of your Client Data. You grant us a non-exclusive licence to use, host, copy, process and display Client Data to the extent necessary to provide, maintain, secure and improve the Services.

12.3 Deliverables. Unless an Order states otherwise, upon full payment we assign or licence to you the Deliverables we create specifically for you for your business use. We retain ownership of any pre-existing materials, tools, know-how and templates used to create them.

12.4 Aggregated/anonymised data. We may collect and use aggregated and de-identified data derived from use of the Services (which does not identify you or any individual) to operate, analyse and improve the Services.

12.5 Feedback. If you give us suggestions or feedback, we may use it without restriction or obligation to you.

13.1 Each party may receive confidential information of the other. The receiving party will keep it confidential and use it only to perform or use the Services, except where disclosure is required by law or the information is already public through no breach of these Terms.

14.1 We handle personal information in accordance with the Privacy Act 1988 (Cth), the Australian Privacy Principles, and our Privacy Policy available at coderra.com.au which forms part of these Terms.

14.2 Where we process personal information contained in Client Data on your behalf, you are responsible for ensuring you have the necessary rights, notices and consents for that processing, and you must not provide us with sensitive information unless agreed.

14.3 We implement reasonable technical and organisational measures to protect data, but no system is completely secure and we cannot guarantee absolute security.

15.1 We aim to keep the Services available but do not guarantee uninterrupted or error-free operation. The Services may be unavailable during planned maintenance, updates, or due to factors outside our reasonable control.

15.2 Support is provided in accordance with your plan and any published support hours or response targets. We aim to respond to support requests within a target window of a minimum of 6 hours up to 5 business days, depending on the nature, priority and complexity of the request. These response targets are goals, not guarantees, and do not constitute a binding service-level commitment unless expressly agreed in an Order.

16.1 These Terms apply for as long as you use the Services or hold an account.

16.2 Cancellation by you. You may cancel a Subscription at any time via your account settings or by contacting support@coderra.com.au. Cancellation takes effect at the end of your current billing period. You will retain access until the end of that period, and earlier periods are not refunded except as required by law.

16.3 Suspension/termination by us. We may suspend or terminate your access (in whole or part) if you breach these Terms, fail to pay, or use the Services in a way that poses a legal, security or reputational risk, or as required by law. Where reasonable, we will give you notice and an opportunity to remedy.

16.4 Effect of termination. On termination, your right to use the Services ends. You should export any data you wish to keep before termination. We may delete Client Data after a reasonable period in accordance with our data retention practices, subject to clause 14 and any legal obligations.

17.1 Nothing in these Terms excludes, restricts or modifies any guarantee, right or remedy you may have under the Competition and Consumer Act 2010 (Cth) (including the Australian Consumer Law (ACL)) or other law that cannot lawfully be excluded (Non-excludable Rights).

17.2 If you are a “consumer” under the ACL, the following applies and cannot be excluded: our Services come with guarantees that cannot be excluded under the ACL. For major failures with a service, you are entitled to cancel your service contract and to a refund for the unused portion, or to compensation for its reduced value. You are also entitled to be compensated for any other reasonably foreseeable loss or damage. If the failure does not amount to a major failure, you are entitled to have problems with the service rectified in a reasonable time and, if this is not done, to cancel your contract and obtain a refund for the unused portion of the contract.

17.3 To the extent permitted by law, and where the Services are not of a kind ordinarily acquired for personal, domestic or household use or consumption, our liability for breach of a consumer guarantee under the ACL is limited (at our option) to: (a) re-supplying the Services; or (b) paying the cost of having the Services re-supplied.

18.1 Subject to clause 17 and to the maximum extent permitted by law, the Services, the Site and all Deliverables and outputs are provided “as is” and “as available”, and we exclude all warranties, representations and guarantees not expressly set out in these Terms, including implied warranties of merchantability, fitness for a particular purpose, accuracy and non-infringement.

18.2 We do not warrant that the Services will meet your requirements, achieve any particular result, or that any content or output is accurate, complete or current.

19.1 Subject to clause 17 (your Non-excludable Rights), and to the maximum extent permitted by law:

• (a) we are not liable for any indirect, incidental, special or consequential loss, or for loss of profits, revenue, goodwill, business opportunity, anticipated savings, data, or for loss arising from the acts, decisions, availability or policies of third-party AI Platforms; and
• (b) our total aggregate liability to you arising out of or in connection with the Services and these Terms (whether in contract, tort including negligence, statute or otherwise) is limited to the total fees you paid to us for the Services in the 6 months immediately before the event giving rise to the liability.

19.2 Each party must take reasonable steps to mitigate its loss. We are not liable to the extent loss is caused by your breach, your Client Data, your instructions, or matters outside our reasonable control.

20.1 You indemnify us against claims, losses, liabilities and reasonable costs arising from: (a) your breach of these Terms; (b) your Client Data or content; (c) your use of the Services in breach of law or third-party rights; and (d) your handling or use of any leads. This indemnity is reduced to the extent the loss was caused by our negligence or breach.

21.1 We may update these Terms from time to time. We will post the updated version with a new “Last updated” date and, for material changes, take reasonable steps to notify you (for example, by email or in-app notice). Changes apply from the date posted, or for existing paid Subscriptions, from your next renewal where the change is material. Continued use after changes take effect constitutes acceptance.

22.1 We are not liable for any failure or delay caused by events beyond our reasonable control, including acts of God, outages, cyber-attacks, failures of third-party platforms or providers, changes in law, or telecommunications or internet failures.

23.1 If a dispute arises, the parties will first attempt to resolve it in good faith by discussion. Either party must give written notice of the dispute to the other and allow at least [14] days to resolve it before commencing proceedings (except for urgent injunctive relief). This clause does not affect your rights under the ACL.

24.1 Assignment. You may not assign these Terms without our consent. We may assign or novate these Terms in connection with a sale or restructure of our business.

24.2 Entire agreement. These Terms (with any Order and our Privacy Policy) are the entire agreement between us and supersede prior discussions.

24.3 Severability. If any provision is unenforceable, it is severed and the rest remains in effect.

24.4 Waiver. A failure to enforce a provision is not a waiver of it.

24.5 Notices. Notices to us should be sent to info@coderra.com.au. We may give you notice via the email associated with your account or by in-app or on-Site notice.

24.6 Relationship. Nothing in these Terms creates a partnership, agency or employment relationship between the parties.

25.1 These Terms are governed by the laws of New South Wales, Australia, and each party submits to the non-exclusive jurisdiction of the courts of that State.

Coderra Pty Ltd

• ABN: 55 680 828 157
• Email: info@coderra.com.au
• Support: support@coderra.com.au
• Website: https://coderra.com.au
• Address: 2A Fairy St, Gwynneville, NSW 2500, Australia