These Terms of Service ("Terms") are entered into by and between the applicable Vissibl contracting entity set out in Section 1A ("Vissibl", "we", "us", or "our"), and the customer entity identified in an applicable Order Form ("Customer", "you" or "your"). These Terms govern your access to and use of our Services. If you are entering into these Terms on behalf of an organisation, you represent and warrant that you have the authority to bind that organisation and its affiliates to these Terms.
1. Definitions.
- "Applicable Law"means all laws, statutes, regulations, codes, and binding regulatory guidance applicable to a party's performance under these Terms.
- "AI Outputs"means any reports, summaries, recommendations, generated text, documents, or other content created or generated by the AI features of the Services based on Customer Data, Customer prompts, or other inputs provided by or on behalf of the Customer.
- "Authorised Users"means employees, officers, directors, agents, contractors, and auditors of the Customer who are authorised by the Customer to access and use the Services for the Customer's internal business purposes and on its behalf, and for whom applicable subscriptions have been purchased.
- "Controller", "Processor", and "Sub-processor" have the meanings given to them under the applicable Data Protection Laws.
- "Customer Data"means all electronic data, text, messages, communications, documents, files, information, and other materials that a Customer or its Authorised Users inputs, uploads, posts, shares, transmits, stores, or otherwise makes available to or through the Services, excluding Vissibl's Confidential Information and any Feedback.
- "Feedback"means any suggestions, enhancement requests, recommendations, or other feedback about the Services provided by Customer or its Authorised Users.
- "Effective Date"means the date on which the Customer first accepts these Terms in accordance with Section 2.1.
- "Fees"means all amounts payable by Customer for the Services as set out in the applicable Order Form.
- "Initial Subscription Term"means the initial subscription period specified in the applicable Order Form.
- "Order Form"means an ordering document, quotation, or online order executed by both parties, or otherwise electronically accepted by the Customer, which references these Terms and specifies the Services subscribed to, subscription term, pricing, payment terms, number of Authorised Users, and other specific commercial terms.
- "Partner"means an authorised Vissibl reseller, consultant, or partner through whom a Customer may purchase access to the Services.
- "Personal Data"has the meaning given to it under the applicable Data Protection Laws.
- "Services"means our AI-powered compliance automation platform, including associated tools for ISO certification, document generation, audit readiness management, risk registers, training, and integrations, as further described in the applicable Order Form and any accompanying service level agreements (SLAs) or documentation provided by Vissibl.
- "Subscription Term"means the Initial Subscription Term together with any subsequent renewal periods.
- "Trial Period"means any period during which Vissibl makes the Services, or a portion thereof, available to Customer on a temporary, free-of-charge, or reduced-fee basis for evaluation purposes, as specified in an Order Form or other written communication from Vissibl.
1A. Contracting Entity.
1A.1 Which entity you contract with. The Vissibl entity you contract with depends on the location of your registered business address:
If your registered address is in Australia or New Zealand, you contract with Vissibl Australia Pty Ltd, of Peregian Digital Hub, 253 to 255 David Low Way, Peregian Beach QLD 4573, Australia.
For all other locations, you contract with Vissibl Technology Limited, of Innovation Hub, DIFC, Dubai, UAE.
1A.2 References to Vissibl. References to "Vissibl", "we", "us", or "our" mean the contracting entity identified in Section 1A.1 that applies to you. The applicable entity is also identified in your Order Form, which prevails in the event of any ambiguity.
2. Acceptance, Modifications, and Scope.
2.1 Acceptance. By (i) executing an Order Form that references these Terms, (ii) clicking a box indicating acceptance, (iii) registering for an account, or (iv) accessing or using the Services or any part thereof, Customer agrees to be bound by these Terms.
2.2 Modifications. We may update these Terms from time to time by providing you with at least thirty (30) days prior written notice via email or through a notification on the Services platform. Such changes will become effective at the beginning of your next renewal term. Your continued use of the Services after any such renewal constitutes your acceptance of the updated Terms.
2.3 Entire Agreement. These Terms, together with any applicable Order Form(s), any Service Level Agreement (SLA) explicitly incorporated by reference, and any Data Processing Addendum (DPA) entered into between the parties, constitute the entire agreement and understanding between the parties with respect to the subject matter hereof.
2.4 Order of Precedence. In the event of any conflict: (a) the applicable Order Form (commercial terms); (b) any applicable Data Processing Addendum; (c) these Terms; and (d) any applicable Service Level Agreement.
3. Governing Law and Jurisdiction.
3.1 Customers contracting with Vissibl Technology Limited. Where Vissibl Technology Limited is the contracting entity, these Terms are governed by the laws of the Dubai International Financial Centre (DIFC), and the Courts of the DIFC shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms.
3.2 Customers contracting with Vissibl Australia Pty Ltd. Where Vissibl Australia Pty Ltd is the contracting entity, these Terms are governed by the laws of the State of Queensland, Australia, and the courts of Queensland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms.
3.3 Equitable Relief. Nothing in these Terms shall prevent or limit either party from seeking interim, interlocutory, or injunctive relief or other urgent remedies from any court of competent jurisdiction to protect its intellectual property rights or confidential information.
4. Access, Rights, and Service Limitations.
4.1 Access Rights. Subject to Customer's timely payment of all applicable Fees and ongoing compliance with these Terms, Vissibl grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, and revocable right during the Subscription Term to access and use the Services solely for Customer's internal business operations.
4.2 Trial Access. Trial access is provided "AS-IS" and "AS-AVAILABLE" without any warranty, indemnity, service level commitment, or support obligations. Customer Data entered during a Trial Period will be permanently deleted within thirty (30) days following the end of the Trial Period unless the Customer converts to a paid subscription.
4.3 Authorised Users. Customer is responsible and liable for all acts and omissions of its Authorised Users. Customer must ensure that credentials are kept confidential, are unique to each Authorised User, and are not shared.
4.4 Restrictions. Customer shall not, and shall not permit its Authorised Users or any third party to:
- reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Services;
- use the Services or any Vissibl Confidential Information to develop a competitive product or service;
- introduce any virus, Trojan horse, worm, malware, spyware, or other harmful or malicious code;
- sell, resell, license, sublicense, distribute, rent, lease, or otherwise transfer the Services to any third party;
- use the Services in any manner that violates any Applicable Law, regulation, or third-party rights;
- interfere with or disrupt the integrity or performance of the Services;
- attempt to gain unauthorised access to the Services or their related systems or networks;
- remove, alter, or obscure any proprietary notices;
- use the Services to store or transmit infringing, libelous, or otherwise unlawful material;
- use the Services for any high-risk activities without Vissibl's express prior written consent; or
- conduct any load testing, security probing, or penetration testing without Vissibl's prior written consent.
5. Fees, Billing, and Payment Terms.
5.1 Fees and Billing. Customer shall pay all Fees specified in the applicable Order Form(s). All payment obligations are non-cancelable, and all Fees paid are non-refundable, except as expressly stated otherwise. Subscription fees will be billed in advance. All Fees are quoted and payable in the currency specified in the applicable Order Form.
5.2 Taxes. All Fees are exclusive of any applicable taxes. Customer is responsible for paying all Taxes associated with its purchases.
5.3 Late Payment. Vissibl may charge late interest at the lower of 1.5% per month or the maximum rate permitted by Applicable Law, and/or suspend Customer's access to the Services until full payment is made. Vissibl will provide at least ten (10) days prior written notice before suspending Services for non-payment.
5.4 Fee Disputes. Customer must notify Vissibl in writing of any good faith dispute within thirty (30) days of the invoice date.
5.5 No Set-Off. Customer may not withhold, deduct, or offset any amounts due to Vissibl unless expressly agreed in writing by Vissibl or mandated by Applicable Law.
6. Confidentiality.
6.1 Definition. "Confidential Information" means all information disclosed by a party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Customer's Confidential Information includes Customer Data. Vissibl's Confidential Information includes the Services (including its software, algorithms, and underlying technology), business plans, technology and technical information.
6.2 Protection. The Receiving Party will use the same degree of care that it uses to protect its own confidential information (but not less than reasonable care) and will not use the other party's Confidential Information for any purpose outside the scope of these Terms.
6.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information to the extent compelled by Applicable Law, provided it gives prior notice where legally permitted.
6.4 Return or Destruction. Upon request or termination, the Receiving Party will return or securely destroy all Confidential Information.
6.5 Injunctive Relief. Each party agrees that the other party shall be entitled to seek injunctive relief to prevent unauthorised disclosure or use.
7. Data Protection and Security.
7.1 Compliance with Data Protection Laws. Each party shall comply with its respective obligations under all Applicable Data Protection Laws, including, where applicable, the DIFC Data Protection Law No. 5 of 2020 ("DIFC DPL") and the Australian Privacy Act 1988 (Cth).
7.2 Roles of the Parties. With respect to the Processing of Personal Data contained within Customer Data, Customer is the Controller and Vissibl is the Processor.
7.3 Vissibl's Obligations as Processor. Vissibl will: (a) implement and maintain appropriate technical and organisational security measures; (b) ensure personnel are bound by confidentiality; (c) not engage Sub-processors without authorisation; (d) assist Customer with Data Subject requests; (e) assist with breach notifications and DPIAs; (f) make available information to demonstrate compliance; and (g) notify the Customer without undue delay after becoming aware of a Personal Data breach.
7.4 Customer's Obligations as Controller. Customer warrants that it has all necessary rights and legal bases to provide Personal Data to Vissibl and is responsible for the accuracy, quality, and legality of Personal Data.
7.5 Data Processing Addendum. The parties agree to enter into a DPA if required by Applicable Data Protection Laws.
7.6 Use of Customer Data for AI Features. Vissibl will not use Customer Data, including Personal Data, to train general AI models that would benefit other customers or third parties, unless such Customer Data is anonymised and/or aggregated, or Customer provides explicit prior written consent.
7.7 Reseller and Partner Arrangements. Where Customer purchases access to the Services through a Partner, Customer acknowledges that payment terms are as agreed between Customer and the Partner. Vissibl is not responsible for (a) the obligations of any Partner to Customer under any separate agreement between them; (b) the acts or omissions of any Partner; or (c) any products or services furnished to Customer by a Partner that are not part of the Services.
7.8 International Transfers. Vissibl shall not transfer Personal Data outside its jurisdiction of establishment unless appropriate safeguards are in place as required by the applicable Data Protection Laws.
8. Intellectual Property Rights.
8.1 Vissibl IP. Vissibl and its licensors own and shall retain all right, title, and interest in and to the Services (including underlying software, AI models, algorithms, know-how, and technology), documentation, Vissibl trademarks and any modifications or improvements ("Vissibl IP").
8.2 Customer Data. Customer owns and shall retain all right, title, and interest in and to Customer Data and Customer's Confidential Information.
8.3 License to Vissibl. Customer grants Vissibl a worldwide, non-exclusive, royalty-free license to host, copy, transmit, display, modify, and otherwise use Customer Data solely to provide the Services.
8.4 AI Outputs. Subject to Vissibl's underlying ownership of the Vissibl IP, Customer shall own all right, title, and interest in and to the AI Outputs generated specifically for and provided to Customer. Customer is solely responsible for the use, review, and validation of all AI Outputs. Vissibl retains the right to use AI Outputs in aggregated and anonymised form for the purpose of improving its AI models and services.
8.5 AI Output Characteristics. Customer acknowledges that, due to the nature of artificial intelligence: (a) the same or similar inputs may produce different AI Outputs on different occasions; (b) AI Outputs generated for Customer may be similar to outputs generated for other customers; and (c) AI Outputs may be inaccurate, incomplete, or unsuitable for Customer's requirements. Customer is solely responsible for reviewing and validating all AI Outputs before relying on them, and shall not represent that any AI Output was generated by a human.
8.6 Feedback. Customer grants Vissibl a worldwide, perpetual, irrevocable, royalty-free, fully paid-up, non-exclusive, sublicensable, and transferable license to use any Feedback.
9. Warranties and Disclaimers.
9.1 Vissibl Warranties. Vissibl warrants that (a) it has the legal power and authority to enter into these Terms; (b) the Services will perform materially in accordance with the applicable documentation; and (c) it will use commercially reasonable efforts to provide the Services in a manner consistent with general industry standards.
9.2 Customer Warranties. Customer warrants that (a) it has the legal power and authority to enter into these Terms; (b) it owns or has obtained all necessary rights to submit Customer Data; and (c) its use of the Services and AI Outputs will comply with all Applicable Laws.
9.3 Disclaimers. EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES, VISSIBL IP, DOCUMENTATION, AND AI OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE." VISSIBL DOES NOT WARRANT THAT THE SERVICES OR AI OUTPUTS WILL BE UNINTERRUPTED, ERROR-FREE, ACCURATE, COMPLETE, OR SECURE.
AI-Specific Disclaimers. The AI Outputs are generated by artificial intelligence models and are provided for informational and automation purposes only. They do not constitute legal, financial, regulatory, compliance, or other professional advice. Customer is solely responsible for reviewing, validating, and verifying all AI Outputs. AI models may produce inaccurate, incomplete, misleading, or biased information ("hallucinations"). Vissibl does not guarantee that use of the Services or AI Outputs will result in ISO certification, audit success, or any other specific compliance outcome.
No Responsibility for Customer's Compliance Programme. The Services are tools that assist Customer in managing its own compliance obligations. Vissibl has no liability or responsibility for Customer's compliance programme, its certification status, or the outcome of any audit, assessment, or regulatory review. Customer is solely responsible for meeting the compliance, certification, and regulatory obligations that apply to it. Vissibl does not conduct certification audits and is not a certifying body.
10. Indemnification.
10.1 Indemnification by Vissibl. Vissibl will defend Customer against any third-party claim alleging that the use of the Services as permitted hereunder infringes or misappropriates such third party's valid intellectual property rights, subject to the conditions set out in these Terms. Vissibl may, in its discretion, modify the Services, obtain a license, or terminate the affected subscriptions with a pro-rata refund.
10.2 Indemnification by Customer. Customer will defend Vissibl against any claim made by a third party (a) alleging that Customer Data infringes IP or privacy rights; (b) arising from Customer's use of the Services or AI Outputs in violation of these Terms, Applicable Law, or documentation; (c) arising from a breach of Customer's warranties or data protection obligations; or (d) arising from Customer's gross negligence or willful misconduct.
11. Limitation of Liability.
11.1 Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES.
11.2 Cap on Liability. EACH PARTY'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID OR PAYABLE BY CUSTOMER TO VISSIBL UNDER THE APPLICABLE ORDER FORM(S) DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE FIRST EVENT GIVING RISE TO LIABILITY OCCURRED.
11.3 Exclusions from Limitations. Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, Customer's obligation to pay Fees, indemnification obligations, gross negligence or willful misconduct, breach of confidentiality, or any liability that cannot be limited by Applicable Law.
12. Term, Termination, and Suspension.
12.1 Term. These Terms commence on the Effective Date and continue until all Order Forms have expired or have been terminated.
12.2 Subscription Term and Renewals. Each subscription will automatically renew for successive periods equal in length to the Initial Subscription Term, unless either party gives written notice of non-renewal at least sixty (60) days before the end of the then-current Subscription Term.
12.3 Termination for Cause. Either party may terminate upon thirty (30) days written notice of a material uncured breach, or if the other party becomes the subject of insolvency proceedings not dismissed within sixty (60) days. Vissibl may terminate upon fifteen (15) days written notice for non-payment that continues for fifteen (15) days after notice.
12.4 Effect of Termination. Upon termination, all rights and licenses cease, Customer must cease use of the Services, and pay any unpaid Fees. Upon Customer's written request within thirty (30) days, Vissibl will make Customer Data available for export.
12.5 Suspension of Services. Vissibl may suspend access if Customer is using the Services in violation of these Terms, if security is at risk, or if required by Applicable Law.
12.6 Survival. Sections relating to Definitions, Entire Agreement, Governing Law, Fees, Confidentiality, Data Protection, IP, Disclaimers, Indemnification, Limitation of Liability, and Miscellaneous shall survive termination.
13. Miscellaneous.
13.1 Force Majeure. Neither party shall be liable for any failure or delay in performance to the extent caused by circumstances beyond that party's reasonable control.
13.2 Assignment. Neither party may assign its rights or obligations without the other party's prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets.
13.3 Notices. All notices shall be in writing. Notices to Vissibl should be addressed to the applicable contracting entity identified in Section 1A, marked for the attention of the Legal Department, with a copy to legal@vissibl.com.
13.4 Severability. If any provision is held contrary to law, the remaining provisions will remain in effect.
13.5 Waiver. No failure or delay in exercising any right will constitute a waiver of that right.
13.6 Relationship of Parties. The parties are independent contractors.
13.7 No Third-Party Beneficiaries. Except as expressly stated.
13.8 Export Compliance. The Services may be subject to export laws and regulations.
13.9 Publicity. Vissibl may identify Customer as a user of the Services and may use Customer's name, logo, and trademarks for this purpose on its website and in marketing materials. Customer may revoke this permission at any time by written notice to legal@vissibl.com, after which Vissibl will cease new use within a reasonable period.
13.10 Amendments. No amendment will be effective unless in writing and signed by both parties, or as permitted under Section 2.2.
13.11 Headings. For convenience of reference only.
13.12 Language. The English language version shall prevail.
13.13 Third Party Audits and Certification Services. Where Customer engages a certification body, auditor, or other third party to conduct an audit, assessment, certification, or testing in connection with its use of the Services, Customer acknowledges that such services are performed by an independent third party and not by Vissibl. Customer may be required to enter into a separate agreement with that third party. Vissibl is not a party to that engagement and bears no responsibility for the conduct, quality, accuracy, or outcome of those third-party services.
Contact Us.
If you have any questions about these Terms, you can contact us by email at support@vissibl.com.