Founding Member Terms and Conditions
We are developing an AI platform (Platform) where you can access digital experts and cutting-edge AI technology designed with compliance and safety at its core.
In these Terms, when we say you or your, we mean both you and any entity you are authorised to represent (such as your employer). When we say we, us, or our, we mean Have A Chat. AI Pty Ltd (ACN 685 503 404).
These Terms form our contract with you, and set out our obligations as a service provider and your obligations as a Founding Member. You cannot use our Services unless you agree to these Terms.
Some capitalised words in these Terms have defined meanings, and each time that word is used in these Terms it has the same meaning. You can find a list of the defined words and their meaning at the end of these Terms.
For questions about these Terms, or to get in touch with us, please email: hello@ai.digitalcodestudio.com
These Terms were last updated on 25 September 2025.
OUR DISCLOSURES
Please read these Terms carefully before you accept. We draw your attention to:
- Our privacy policy (on our website) which sets out how we will handle your personal information; and
- Clause 9 (Liability) which sets out exclusions and limitations to our liability under these Terms.
Becoming a Founding Member does not:
- Guarantee that the Platform will be successfully developed for your use; or
- Grant you any ownership interest in our business or technology.
These Terms do not intend to limit your rights and remedies at law, including any of your Consumer Law Rights.
1. ENGAGEMENT AND TERM
1.1 These Terms apply from when you become a Founding Member, until the date on which your Founding Membership is terminated in accordance with these Terms. We grant you Founding Member benefits for this period of time only.
1.2 You must be at least 18 years old to become a Founding Member.
1.3 Your Founding Membership begins upon payment of the one-time Founding Member fee.
2. OUR SERVICES
2.1 Subject to your compliance with these Terms, we will provide you with Founding Member access to our Platform (our Services).
2.2 Founding Member Benefits: As a Founding Member, you receive:
(a) Lifetime access to our Platform and Core Services (meaning for the life of our business, and which is a personal right not transferable to or useable by anyone other than you), subject to your continued compliance with these Terms;
(b) Priority access to new features, digital experts, and platform developments;
(c) Exclusive job opportunities – employment positions posted to Founding Members first;
(d) Regular development updates on platform progress and enhancements;
(e) Feedback privileges – your input helps shape platform evolution; and
(f) First interaction rights with new digital experts as they become available.
2.3 Platform Development: Our Services are under active development. We will provide regular updates on progress without specific timelines, focusing on real progress as it happens.
2.4 We will not be responsible for any other services unless expressly set out in these Terms or on our Platform.
2.5 Beta Services: Given the developmental nature of our regulated AI platform, you acknowledge that some features may be in beta or testing phases. You use such features at your own risk, understanding they are for evaluation and feedback purposes.
3. FOUNDING MEMBERSHIP
3.1 You must pay the one-time Founding Member fee in order to access Founding Member benefits. The fee is set out on our website.
3.2 Payment Terms:
(a) Single, one-time payment as specified during signup;
(b) No ongoing fees or subscription charges for Core Services;
(c) Payment processed securely through our designated payment processor; and
(d) All fees are in Australian dollars unless otherwise specified.
3.3 Additional Services: Premium features or services beyond Core Services may incur separate fees, which will be:
(a) Clearly identified as premium/additional services;
(b) Subject to separate agreement and payment; and
(c) Optional and not required for Founding Member benefits.
3.4 You must not pay, or attempt to pay, the Founding Member fee by fraudulent or unlawful means. If you make payment by debit or credit card, you must be the authorised card holder.
3.5 IF OUR PLATFORM DOES NOT DEVELOP, YOU ARE NOT ENTITLED TO A REFUND OF ANY FEES PAID. BEING A FOUNDER MEMBER ENTITLES YOU TO BENEFITS OTHER THAN PLATFORM ACCESS, AS DETAILED IN CLAUSE 2.2.
4. PLATFORM LICENCE
4.1 While you maintain your Founding Membership, once the Platform is available we grant you a right to use our Platform (which may be suspended or revoked in accordance with these Terms). This right cannot be passed on or transferred to any other person.
4.2 Lifetime Access: Your lifetime access continues for as long as:
(a) We operate the Platform commercially;
(b) You comply with these Terms and our acceptable use policies; and
(c) You maintain your Founding Member status,
and such access is a personal right not transferable to or useable by anyone other than you.
4.3 You must not:
(a) Access or use our Platform in any way that is improper or breaches any laws, infringes any person’s rights (for example, intellectual property rights and privacy rights), or gives rise to any civil or criminal liability;
(b) Interfere with or interrupt the supply of our Platform, or any other person’s access to or use of our Platform;
(c) Introduce any viruses or other malicious software code into our Platform;
(d) Use any unauthorised or modified version of our Platform, including but not limited to for the purpose of building similar or competitive software;
(e) Attempt to access any data or log into any server or account that you are not expressly authorised to access;
(f) Use our Platform for service bureau use, outsourcing, renting, reselling, sublicensing, or time-sharing;
(g) Circumvent user authentication or security of any of our networks, accounts or hosts; or
(h) Access or use our Platform to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing, harassing or unwanted.
5. AVAILABILITY, DISRUPTION AND DOWNTIME
5.1 While we strive to make our Services available to you, we do not promise 100% availability. Our Services may be disrupted during certain periods, including as a result of scheduled or emergency maintenance.
5.2 Our Services may interact with, or be reliant on, products or services provided by third parties. To the maximum extent permitted by law, we are not liable for disruptions caused by these third parties.
5.3 We will try to provide reasonable notice, where possible, of any disruptions to your access to our Services.
6. INTELLECTUAL PROPERTY AND DATA
6.1 Our Intellectual Property: We own all intellectual property rights in our Services (including our Platform). You agree not to copy or otherwise misuse our intellectual property without our written permission, and you must not alter or remove any ownership notices placed on our Platform.
6.2 Feedback: We may use any feedback or suggestions that you give us in any manner which we see fit (for example, to develop new features), and no benefit will be owed to you as a result.
6.3 Your Data: We do not own any of Your Data, but when you enter or upload Your Data into our Platform, you grant us the right to access, analyse, backup, copy, store, transmit, and otherwise use Your Data while you have Founding Membership (and for a reasonable period afterwards) to:
(a) Supply our Services to you and perform our obligations under these Terms;
(b) Diagnose problems with our Services;
(c) Improve, develop and protect our Services;
(d) Send you information based on your preferences; and
(e) Perform analytics for bug fixes and platform improvements.
6.4 You are responsible for backing up Your Data and the integrity of Your Data on your systems.
6.5 We may create anonymised statistical data from Your Data and usage. Once anonymised, we own that data and may use it to improve our Services and develop new offerings.
7. CONFIDENTIAL INFORMATION AND PERSONAL INFORMATION
7.1 We agree to protect each other’s confidential information and only disclose it on a ‘need-to-know basis’ to authorised personnel who agree to maintain confidentiality.
7.2 Either party may share confidential information with legal or regulatory authorities if required by law.
7.3 We collect, hold and use any Personal Information you provide in accordance with our privacy policy and applicable privacy laws.
7.4 You must only disclose Personal Information to us if you have the right to do so.
8. CONSUMER LAW RIGHTS
8.1 In some jurisdictions, you may have guarantees, rights or other remedies provided by law (Consumer Law Rights), and these Terms do not restrict your Consumer Law Rights.
8.2 If you accept these Terms in Australia, nothing excludes your rights under the Australian Consumer Law. If our Platform is not ordinarily used for personal use, our liability for breach of Consumer Law Rights is limited to resupplying our Services or paying the cost of resupply.
9. LIABILITY
9.1 To the maximum extent permitted by law, we will not be liable for any Liability caused by:
(a) Your computing environment; or
(b) Any use of our Services by unauthorised persons.
9.2 To the maximum extent permitted by law:
(a) Neither party is liable for Consequential Loss;
(b) Liability will be reduced proportionately where caused by the other party’s actions or failure to mitigate loss;
(c) Where Consumer Law Rights apply, our liability is limited to resupplying Services or paying resupply costs; and
(d) Our aggregate liability is limited to the amount of your Founding Member fee, or if no fee was paid, AU$1,000.
10. SUSPENSION AND TERMINATION
10.1 We may suspend your access where we reasonably believe there has been unauthorised access or use. We will notify you and work to resolve the matter.
10.2 We may terminate these Terms if:
(a) You breach these Terms and do not remedy within 14 days of notice;
(b) You breach these Terms and the breach cannot be remedied; or
(c) You experience an insolvency event.
10.3 You may terminate if:
(a) We breach these Terms and do not remedy within 14 days of your notice; or
(b) We breach these Terms and the breach cannot be remedied.
10.4 You may also terminate at any time by written notice, with termination taking effect immediately.
10.5 Upon termination, we will retain Your Data as required by law.
11. GENERAL
11.1 Assignment: You may not transfer these Terms without our consent. We may assign these Terms to third parties.
11.2 Disputes: Neither party may commence court proceedings without first meeting in good faith to resolve disputes, except for urgent relief matters.
11.3 Events Outside Our Control: We are not liable for delays caused by events beyond our reasonable control.
11.4 Governing Law: These Terms are governed by New South Wales law.
11.5 Notices: Notices to us must be sent to hello@ai.digitalcodestudio.com. Notices to you will be sent to your registered email address.
11.6 Survival: Clauses 6 to 11 survive termination of these Terms.
12. DEFINITIONS
12.1 In these Terms:
Consequential Loss includes any consequential loss, special or indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data.
Core Services means the fundamental AI platform features available to Founding Members, including access to digital experts and platform functionality.
Founding Member means individuals who have paid the one-time membership fee and received Founding Member status.
Founding Membership means your membership status and associated benefits under these Terms.
Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment, howsoever arising, whether direct or indirect and whether present, unascertained, future or contingent.
Personal Information means any information or opinion about an identified individual, or an individual who is reasonably identifiable.
Platform means our regulated AI platform that we provide you with access to as part of the Services.
Services means the services we provide to you as detailed in clause 2.
Your Data means the information, materials, and other data supplied by you when using our Services, including Personal Information. Your Data does not include back-end outputs or data generally not available to users.
