Terms of Service

01About these Terms

These terms (Terms) govern access to and use of the Paradino platform at app.paradino.ai, its client portal, and the related services we provide (together, the Service). Please read them carefully. By using the Service you agree to be bound by the Terms. If you do not agree, you must stop using the Service.

We may change the Terms by updating this page and we will provide at least 30 days' notice of any changes to the Terms. Your continued use of the Service will be taken as consent to the change of Terms. You may give us notice to terminate your use of the Services within the 30-day notice period, and we will give you a pro-rated refund of any advance fee paid.

02Acceptance of the Terms

You accept the Terms by remaining on the Service. Where the option is available in the user interface, you may also accept the Terms by clicking to accept or agree to the Terms.

03About the Service

3.1 Paradino is an AI-assisted platform for financial advice firms. It helps Users record and summarise client meetings, prepare file notes, Statements of Advice and other documents, maintain client information and a knowledge base, manage tasks and workflows, request documents from clients through a client portal, and connect to systems the firm already uses.

3.2 Free trial and paid accounts are currently offered. You acknowledge and agree that the accounts offered, as well as the account features, may change from time to time and may be governed by separate terms which apply specifically to the account. Where account-specific terms apply, you will be informed and must accept those terms before you are given such an account. For the avoidance of doubt these Terms apply unless otherwise agreed or amended by account-specific terms.

3.3 Some accounts may be governed by a separate Software Licensing Agreement with Paradino, which may amend these Terms. For the avoidance of doubt these Terms apply unless otherwise agreed or amended by the terms of an applicable Software Licensing Agreement.

3.4 In providing the Services, we warrant to you that: (a) we will do so with reasonable skill and care; (b) we will use suitably qualified individuals; and (c) we will use all reasonable endeavours to protect Customer Data which we process through the Services from loss and unauthorised access.

04Definitions

• Connected System means a third-party service the Firm chooses to connect to the Service, such as Microsoft 365, Google Workspace or a financial planning platform.

• Customer means the end client of the Firm.

• Customer Data means all information the Firm or its Users upload to, enter into, connect to, or record through the Service, including Customer Information, documents, recordings, transcripts, notes, templates and prompts the Firm creates.

• Customer Information means information about the Firm’s clients and other individuals that forms part of Customer Data.

• Firm means our client, being the business that holds the Subscription and on whose behalf Users use the Service.

• Output means content the Service generates from Customer Data at a User’s request, including transcripts, summaries, file notes, draft documents and answers.

• Privacy Policy means our privacy policy as published on the Service from time to time.

• Sub-processor means a third party we engage to process Customer Data in providing the Service.

• Trust Centre means the security and compliance information we publish at trust.paradino.ai, including the list of Sub-processors.

• User means an individual authorised by the Firm to use the Service under the Firm’s Subscription.

05Customer Data

5.1 Ownership

As between the Firm and Paradino, the Firm owns all right, title and interest in Customer Data. Nothing in these Terms transfers ownership of Customer Data to Paradino.

5.2 Licence to Paradino

The Firm grants Paradino a non-exclusive, worldwide, royalty-free licence to host, copy, process, transmit and display Customer Data, and to create Outputs from it, solely to the extent necessary to provide, secure, support and improve the Service, to comply with law, and as otherwise instructed by the Firm through the Service. We do not sell Customer Data. We do not use Customer Data to train or fine-tune artificial intelligence models. No Customer Data is used in evaluation or tuning datasets.

5.3 Firm responsibilities

The Firm is responsible for Customer Data and for its Users’ use of the Service. The Firm warrants that it has, and will maintain, all rights, consents and authorities required under the Privacy Act 1988 (Cth) and other applicable laws to provide Customer Data to Paradino and to have it processed as described in these Terms, the Privacy Policy and the Trust Centre. In particular, the Firm is responsible for:

(a) informing Customers in advance that their calls or meetings are being recorded and obtaining any consent required under applicable surveillance devices, listening devices and telecommunications laws before recording a conversation through or for the Service;

(b) making the disclosures to its Customers that its own privacy obligations require, including that we are a service provider engaged by the Firm, and about overseas processing;

(c) ensuring it is permitted to upload the Customer Information it uploads, including any sensitive information and government identifiers; and

(d) the accuracy of Customer Data and the instructions its Users give the Service.

5.4 Our handling of Customer Data

We process Customer Data on the Firm’s instructions, in accordance with these Terms and the Privacy Policy. The Service automatically detects identifiers such as tax file numbers in text and irreversibly replaces them with placeholders before that text is stored in a searchable index or sent to an AI model, as described in the Trust Centre.

06Outputs and professional responsibility

6.1 Ownership of Outputs

As between the Firm and Paradino, the Firm owns the Outputs generated for it. To the extent Paradino holds any rights in an Output, Paradino assigns them to the Firm on creation, subject to clause 15. Paradino’s own templates, prompts and other materials supplied as part of the Service remain Paradino’s property and are licensed under clause 15.

6.2 Outputs are drafts

Outputs are generated by artificial intelligence from the Customer Data provided. They may be incomplete or inaccurate, may omit relevant information, and are not a substitute for professional judgement. The quality of the Outputs always depends on the quality of the data inputted by the Firm. Any errors or omissions in data inputted will result in inaccurate or incomplete Outputs. Users must review and verify every Output before relying on it or providing it to a Customer, and are solely responsible for the content of any advice or document they issue, including compliance with the Corporations Act 2001 (Cth), ASIC requirements and the standards of the Firm’s licensee.

6.3 No financial advice

Paradino does not provide financial product advice and does not hold an Australian financial services licence. Nothing in the Service, including any Output, is a recommendation or statement of opinion by Paradino about a financial product or strategy. No Output is financial product advice, and no Output should be provided to a Customer or relied on without prior review by an appropriately authorised individual at the Firm.

07Sub-processors and location of processing

7.1 Customer Data we hold at rest is stored in Australia, including backups.

7.2 We use the Sub-processors listed in the Trust Centre to provide the Service. Some Sub-processors are located, or process information, outside Australia, including the providers of the artificial intelligence models that generate Outputs. The Firm authorises us to disclose Customer Data to the Sub-processors listed in the Trust Centre for the purposes stated there.

7.3 Every provider of artificial intelligence models we use to process Customer Data is engaged on terms under which the content of requests and responses is not retained after the request is processed, is not logged, and is not used to train the provider’s models. We will not engage a model provider on lesser terms.

7.4 Before a new Sub-processor begins processing Customer Data, we will update the Trust Centre at least 30 days in advance, except where an urgent change is required to maintain security or continuity of the Service, in which case we will update the Trust Centre as soon as practicable.

7.5 We remain responsible to the Firm for our Sub-processors’ handling of Customer Data under these Terms.

08Security, privacy and data breaches

8.1 We will maintain appropriate technical and organisational measures to protect Customer Data against unauthorised access, disclosure, alteration and loss. These include encryption of data at rest and in transit, logical separation of each Firm’s data from every other Firm’s, multi-factor authentication for Users, a third party assurance report and annual penetration testing. Current details are published in the Trust Centre. Reports are available to the Firm’s compliance team on request under a non-disclosure agreement.

8.2 Personal information provided through the Service is handled in accordance with our Privacy Policy, which forms part of these Terms.

8.3 If we become aware of unauthorised access to or disclosure of Customer Data that is likely to result in serious harm to any individual, we will notify the Firm’s administrator without undue delay, and in any case within 24 hours of confirming the incident, and provide the information reasonably needed for the Firm to assess and meet its own obligations under the Notifiable Data Breaches scheme.

09Connected Systems

The Service allows the Firm to connect third-party accounts, such as Google Workspace or Microsoft 365, so that Paradino can access the Firm’s files, calendar, meeting recordings and email on its behalf. If the Firm connects an account, it authorises Paradino to access and use the data made available through that connection solely to provide the Service to the Firm, as described in the Privacy Policy, and within the permissions granted on the provider’s consent screen, including, where the feature provides for it, saving documents back to the connected account and creating unsent drafts in a User’s mailbox. The Firm is responsible for ensuring it has the right to make that data available to Paradino, including any client information it contains. Use of the connected service remains subject to that provider’s own terms, and Paradino does not control and is not responsible for the availability or operation of third-party services. The Firm may disconnect a connected account at any time from within the Service or by revoking Paradino’s access with the provider, after which Paradino will cease accessing that account.

10Client onboarding

The Firm may invite its Customers to provide documents and information through a secure Customer onboarding process. The Firm is responsible for informing its Customers about the process and the Firm’s handling of what they provide. Information a Customer submits is Customer Data of the Firm that issued the invitation. Customers are shown a short notice describing Paradino’s role and the handling of what they submit; they are not Users under these Terms and do not need an account.

11Acceptable use of the Service

The Service must only be used lawfully and for the permitted purpose of assistance in providing financial advice to its customers. The Firm must ensure that neither it nor its Users uses the Service for any of the following purposes, and Paradino reserves the right to suspend, cancel, or otherwise deny access to Users and accounts who use the Service:

(a) to engage in any act that would disrupt the access, availability and security of the Service or other Paradino services, including tampering with, reverse-engineering or hacking our servers; modifying, disabling or compromising the performance of the Service; overwhelming or attempting to overwhelm our infrastructure by imposing an unreasonably large load on our systems; or probing, scanning or testing the vulnerability of our systems unless expressly permitted by Paradino;

(b) for any illegal purpose, or to violate any laws, including data, privacy and export control laws;

(c) to stalk, harass or threaten Users or any member of the public;

(d) to misrepresent or defraud any User or member of the public through phishing, spoofing, manipulating headers or other identifiers, impersonating anyone else, or falsely implying any sponsorship or association with Paradino or any third party;

(e) to access or search any part of the Service other than through our publicly supported interface, or as otherwise allowed under an applicable Software Licensing Agreement;

(f) to upload content that is unlawful, that infringes another person’s rights, that contains malicious code, or that the User has no right to upload;

(g) to share Outputs with any third party other than the Customer that the Output relates to or their authorised representatives; and

(h) to use the Outputs to train, test, or improve any machine learning or artificial intelligence.

12Subscriptions and accounts

In order to access the Service, the Firm must first purchase a subscription through the Service (Subscription) and pay the applicable fee for the selected Subscription (Subscription Fee). In purchasing the Subscription, the Firm acknowledges and agrees that it is its responsibility to ensure that the Subscription it elects to purchase is suitable for its use.

Users must register for an account before accessing the Service (Account). Registration requires the personal information described in the Privacy Policy. You warrant that any information you give Paradino in the course of registration will always be accurate, correct and up to date.

The Firm’s administrators may add and remove Users, and control settings that apply across the Firm, including retention periods for meeting recordings and whether Users may access one another’s clients. The Firm is responsible for its administrators’ settings and its Users’ compliance with these Terms.

Once you have completed the registration process, you will be a registered User and agree to be bound by the Terms. Users are granted access to the Service from the time registration is completed until the Subscription period expires (Subscription Period).

You may not use the Service and may not accept the Terms if you are not of legal age to form a binding contract with Paradino, or you are a person barred from receiving the Service under the laws of Australia or other countries including the country in which you are resident or from which you use the Service.

Client acknowledges and agrees that:

• Individual Use: Sharing User login credentials, passwords, or access with any other individual, including colleagues or other advisers within the same organisation, is strictly prohibited.

• Concurrent Sessions: The Service may implement technical measures to prevent simultaneous logins from multiple devices or locations under a single User login credential.

• Audit Rights: We reserve the right to monitor usage patterns. If we reasonably suspect that User login credential is being accessed by multiple individuals, we reserve the right to suspend the User.

13Payments

Subject to the terms of any applicable Software License Agreement, the Subscription Fee may be paid by all payment methods available on the Website, and may change from time to time.

Payments made in the course of your use of Paradino may be made using third-party applications and services not owned, operated, or otherwise controlled by Paradino. You acknowledge and agree that Paradino will not be liable for any losses or damage arising from the operations of third-party payment applications and services. You further acknowledge and warrant that you have read, understood and agree to be bound by the terms and conditions of the applicable third-party payment applications and services you choose to use as a payment method for Paradino services.

You acknowledge and agree that where a request for the payment of the Subscription Fee is returned or denied, for whatever reason, by your financial institution or is unpaid by you for any other reason, then you are liable for any costs, including banking fees and charges, associated with the Subscription Fee. We reserve the right to charge interest on any late payments at the annual rate of 5% above the published RBA interest rate for each day payment is late, and also to charge you for our reasonable costs in enforcing the subscription fee, including solicitor or debt collection agency fees.

You agree and acknowledge that Paradino can vary the Subscription Fee at any time with at least 30 days' notice and that the varied Subscription Fee will come into effect following the conclusion of the existing Subscription.

14Refund Policy

Paradino will only provide you with a refund of the Subscription Fee: (i) in accordance with clause 1 or clause 19.4; (ii) in the event it is unable to continue to provide the Services; or (iii) if Paradino decides, acting reasonably, that it is reasonable to do so under the circumstances. Where this occurs, the refund will be in the proportional amount of the Subscription Fee that remains unused by you.

15Intellectual property

15.1 Paradino owns or licenses all rights, including copyright, in the Service, its software, interfaces, the models and systems we operate, the templates, prompts and documentation we supply, and our trade marks and branding. Customer Data and Outputs are excluded and are dealt with in clauses 5 and 6.

15.2 In consideration for the Subscription Fee Paradino grants the Firm and its Users a personal, non-exclusive, non-transferable, revocable licence during the Subscription Period to use the Service, and the templates and materials we supply within it, for the Firm’s internal business purposes, including preparing and issuing documents to the Firm’s clients, in accordance with these Terms.

15.3 Except as permitted by these Terms or by law, you may not copy, modify, adapt, translate, reverse-engineer, decompile, resell, sublicense, broadcast or republish the Service or any part of it, or use it to build a competing product.

15.4 If you provide suggestions or feedback about the Service, you grant Paradino a perpetual, irrevocable, royalty-free licence to use it without obligation to you.

15.5 Nothing you do on or in relation to the Service transfers to you any business name, trading name, domain name, trade mark, industrial design, patent, registered design or copyright of Paradino, or any right to use or exploit them.

16Confidentiality

Each party will keep the other’s Confidential Information confidential, use it only for the purposes of these Terms, and disclose it only to personnel and advisers who need to know it and are bound by equivalent obligations, or as required by law. Customer Data is the Firm’s Confidential Information. Non-public information about the Service, its security and its pricing is Paradino’s Confidential Information. Information is not Confidential Information if it is public through no fault of the recipient, was already known to the recipient, or is independently developed. This clause survives termination.

17General Disclaimer

17.1 Nothing in the Terms limits or excludes any guarantees, warranties, representations or conditions implied or imposed by law, including the Australian Consumer Law (or any liability under them) which by law may not be limited or excluded.

17.2 Subject to this clause, and to the extent permitted by law: all terms, guarantees, warranties, representations or conditions which are not expressly stated in the Terms are excluded.

17.3 Neither party will be liable to the other party for any special, indirect or consequential loss or damage.

17.4 We are not liable to you for any loss of profit or opportunity, or damage to goodwill arising out of or in connection with the Services or these Terms (including as a result of not being able to use the Services or the late supply of the Services), whether at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise.

17.5 We warrant that we will use our reasonable endeavours to keep the Service operating at least 99.9% of the time, measured monthly, excluding any planned downtime of which we give you notice and any unavailability caused by a third-party provider or a Connected System. You acknowledge that if the Service is not available, you can still provide your financial advisory services to your Customers without the Service.

17.6 You acknowledge and accept that the Service does not provide financial product advice and that Outputs are not tailored to your or your Customer's specific requirements. You further acknowledge and accept that you have a much better understanding of your own Customer's individual needs and their circumstances, and that you will review and, if necessary, amend all Outputs provided by the Service before your Customers receive them or rely on them.

17.7 You acknowledge that complex software is never wholly free from defects, errors and bugs, and subject to the other provisions of these Terms, we give no warranty or representation that the Services will be wholly free from defects, errors and bugs.

18Limitation of Liability

18.1 To the maximum extent permitted by law, our liability and the liability of our employees or agents for a breach of any warranty or liability which by law cannot be excluded, restricted or modified, or under any express warranty, is limited, at our option, to: (a) the supplying of the Services again; or (b) the payment of the cost of having the Services supplied again.

18.2 Subject to clause 18.3, each party's maximum aggregate liability for damages in connection with these Terms is limited to the Subscription Fees you paid to us during the 12 month period before the event giving rise to liability.

18.3 Nothing in these Terms excludes or limits either party's liability for: (a) its fraud or fraudulent misrepresentation; (b) its obligations under clause 20 (Indemnity); (c) its infringement of the other party's intellectual property rights; (d) its payment obligations; or (e) matters for which liability cannot be excluded or limited under applicable law.

19Termination

19.1 Each Subscription Period will automatically renew for another Subscription Period of the same length unless you give us notice at least 7 days before the renewal date. For annual Subscription Periods, we will notify you at least 30 days before each renewal date.

19.2 If you want to terminate the Terms, you may do so at any time by providing Paradino with 7 days’ notice of your intention to terminate; or closing your accounts for all of the services which you use, where Paradino has made this option available to you. Any notices pursuant to this clause should be sent, in writing, to Paradino via the ‘Contact Us’ link on our homepage. Any prepaid Subscription Fees shall not be refundable for termination under this clause 19.2.

19.3 Paradino may at any time terminate the Terms with you if: (a) you have breached any provision of the Terms; (b) Paradino is required to do so by law; or (c) the provision of the Services to you by Paradino is, in the opinion of Paradino, no longer commercially viable. Subject to local applicable laws, Paradino reserves the right to discontinue or cancel your Subscription or Account at any time and may suspend or deny, in its sole discretion, your access to all or any portion of the Website or the Services without notice if you breach any provision of the Terms or any applicable law or if your conduct impacts Paradino’s name or reputation or violates the rights of another party.

19.4 In addition to your rights under clause 19.2, you may terminate these Terms on 7 days' notice to us if we have materially breached a provision of these Terms and not remedied that breach within 30 days of notice. If you terminate under this clause 19.4, we will refund you a pro rata amount of any prepaid Subscription Fees.

19.5 Customer Data on termination. After the Subscription ends, the Firm may retrieve its Customer Data and Outputs from the Service, and we will provide reasonable assistance on request. On the Firm’s written instruction, we will delete or de-identify the Firm’s Customer Data within 90 days, except where we are required by law to retain it. Meeting recordings continue to be deleted on the schedule the Firm’s administrator set. The Firm’s record-keeping obligations are its own, and it should retrieve what it needs within 30 days after the Subscription ends.

20Indemnity

You agree to indemnify Paradino, its affiliates, employees, agents, contributors, third party content providers and licensors from and against: all actions, suits, claims, demands, liabilities, costs, expenses, loss and damage (including legal fees on a full indemnity basis) incurred, suffered or arising out of or in connection with your content that is uploaded to our Service; and/or any wilful breach of the Terms.

21Dispute Resolution

Compulsory. If a dispute arises out of or relates to the Terms, neither party may commence any Tribunal or Court proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought).

Notice. A party to the Terms claiming a dispute (Dispute) has arisen under the Terms, must give written notice to the other party detailing the nature of the dispute, the desired outcome and the action required to settle the Dispute.

Resolution. On receipt of that notice (Notice) by that other party, the parties to the Terms (Parties) must: within 28 days of the Notice endeavour in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree; if for any reason whatsoever, 28 days after the date of the Notice, the Dispute has not been resolved, the Parties must either agree upon selection of a mediator or request that an appropriate mediator be appointed by the Australian Mediation Association; the Parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and without limiting the foregoing undertake to pay any amounts requested by the mediator as a precondition to the mediation commencing. The Parties must each pay their own costs associated with the mediation. The mediation will be held in Sydney, Australia.

Confidential. All communications concerning negotiations made by the Parties arising out of and in connection with this dispute resolution clause are confidential and to the extent possible, must be treated as "without prejudice" negotiations for the purpose of applicable laws of evidence.

Termination of Mediation. If 2 months have elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either Party may ask the mediator to terminate the mediation and the mediator must do so.

22Venue and Jurisdiction

The Service offered by Paradino is intended to be viewed by residents of Australia. In the event of any dispute arising out of or in relation to the Service, you agree that the exclusive venue for resolving any dispute shall be in the courts of New South Wales.

23Governing Law

The Terms are governed by the laws of New South Wales. Any dispute, controversy, proceeding or claim of whatever nature arising out of or in any way relating to the Terms and the rights created hereby shall be governed, interpreted and construed by, under and pursuant to the laws of New South Wales, Australia without reference to conflict of law principles, notwithstanding mandatory rules. The validity of this governing law clause is not contested. The Terms shall be binding to the benefit of the parties hereto and their successors and assigns.

24Assignment, Entire Agreement and Severance

You must not assign, sublicense or otherwise deal in any other way with any of your rights under these Terms except as expressly permitted under these Terms. We may assign, novate or otherwise transfer our rights and obligations under these Terms at our sole discretion.

These Terms constitute the entire agreement between the parties in relation to the subject matter of these Terms, and supersedes all previous agreements, arrangements, and understandings between the parties in respect of that subject matter.

Any provision of these Terms that is unenforceable or partly unenforceable is, where possible, to be severed to the extent necessary to make these Terms enforceable unless this would materially change the intended effect of these Terms.

25Contact

Questions about these Terms: support@paradino.ai. Security and compliance documentation, including the Sub-processor list: trust.paradino.ai.