Terms of Service

These Terms of Service (“Terms”) constitute a legally binding agreement between you, either individually or on behalf of an entity (“you” or “Customer”), and A1 RETAIL AI (trading as RetailAI)(“RetailAI”, “we”, “us”, or “our”), governing your access to and use of the RetailAI platform and associated services (collectively, the “Services”).

By clicking “I agree”, “Accept”, “Get Started”, or by otherwise accessing or using the Services, you confirm that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference.

If you are using the Services on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms, and “you” will refer to both you and that entity. If you lack such authority, you must not use the Services.

RetailAI provides a cloud-based retail operating system that includes, but is not limited to:

• AI-powered product description generation from images
• Inventory management and tracking across multiple nodes and warehouses
• Order management system (OMS) with fulfillment and returns processing
• Supply chain management including purchase orders, suppliers, and transfers
• AI shopping assistant and buyer-facing tools
• Loyalty and rewards programme management
• Receipt scanning and data extraction
• Analytics and reporting dashboards
• Enterprise SSO and identity management integrations
• Webhook and API integrations with third-party logistics and ERP systems

Certain features — in particular the AI agents — are made available as “Beta Live” or early-access features and are governed by Section 9 (Beta and Early-Access Features) and Section 10 (AI Agents and Automated Actions).

Evolving product.The Services are offered on an evolving basis, including as a minimum viable product that RetailAI is actively validating against market demand. RetailAI may, at its sole discretion, add, modify, re-price, or discontinue (decommission) any feature, agent, or part of the Services at any time. No feature or agent is guaranteed to be maintained, supported, or included in any particular subscription plan. RetailAI reserves the right to modify, suspend, or discontinue any part of the Services, and will provide reasonable notice of material changes affecting paid features. Features marked “Coming Soon” are provided as previews only and are not guaranteed to be released. Any such change or discontinuation is without liability to RetailAI, subject to the price-change and notice provisions in Section 5 and to your non-excludable rights under the Australian Consumer Law.

You must be at least 18 years of age and have the legal capacity to enter into a contract in your jurisdiction to use the Services. By creating an account, you represent that you meet these requirements.

You agree to provide accurate, current, and complete information during registration and to keep your account information updated. You are responsible for maintaining the security of your account credentials and for all activities that occur under your account. RetailAI will not be liable for any loss arising from your failure to maintain account security.

You must notify us immediately at info@retailai.com.au if you become aware of any unauthorised use of your account or any other security breach.

We reserve the right to refuse registration or cancel accounts at our sole discretion, including for reasons such as violation of these Terms, fraudulent activity, or activity that may harm other users or the integrity of the platform.

You agree to use the Services only for lawful purposes and in accordance with these Terms. You must not:

• Use the Services to transmit, distribute, store, or process any content that is illegal, harmful, fraudulent, defamatory, obscene, or that violates any applicable law or regulation
• Attempt to gain unauthorised access to any part of the Services, other accounts, or systems connected to the Services
• Use automated means (bots, scrapers, crawlers) to access the Services beyond what is permitted by our published APIs
• Reverse engineer, decompile, disassemble, or attempt to derive the source code or underlying algorithms of the Services
• Resell, sublicense, or otherwise make the Services available to third parties without our express written consent
• Interfere with or disrupt the integrity or performance of the Services or the data contained therein
• Use the Services to process personal data of individuals in violation of applicable privacy laws including the Australian Privacy Act 1988 and the EU General Data Protection Regulation (GDPR)
• Upload, store, or transmit any malicious code, viruses, or harmful software
• Use the AI features to generate misleading, discriminatory, or deceptive product content
• Impersonate any person or entity or misrepresent your affiliation with any person or entity

RetailAI reserves the right to investigate and take appropriate action against any suspected violation of this Acceptable Use Policy, including suspension or termination of your account and reporting to law enforcement authorities where appropriate.

Subscription Plans. RetailAI offers subscription-based access to the Services under various plans as described on our Pricing page. By selecting a paid plan, you agree to pay the applicable fees.

Billing. Subscriptions are billed in advance on a monthly or annual basis depending on your selected billing cycle. All fees are charged in Australian Dollars (AUD)through our payment processor, Stripe, regardless of your location. Any prices displayed in other currencies are indicative conversions provided for your convenience only, are based on periodically-updated foreign exchange (forex) rates, and do not constitute an offer to charge in that currency — the amount actually charged is in AUD. Your card issuer or bank may apply its own currency-conversion or foreign-transaction fees, for which RetailAI is not responsible. You authorise RetailAI (via Stripe) to charge your nominated payment method in AUD on the applicable renewal date.

Price Changes.RetailAI reserves the right to change subscription prices. We will provide at least 30 days' written notice of any price change before it takes effect. Your continued use of the Services after the price change becomes effective constitutes your agreement to the new price.

Free Trial. We may offer free trial periods at our discretion. At the end of a free trial, you will be automatically charged the applicable subscription fee unless you cancel before the trial period expires.

Refunds. All subscription fees are non-refundable except as expressly required by law, including the Australian Consumer Law. If you cancel your subscription, you will retain access to the paid features until the end of your current billing period. No refunds or credits will be issued for partial billing periods.

Taxes. All fees are exclusive of applicable taxes (including GST for Australian customers). You are responsible for paying all applicable taxes associated with your subscription.

Overdue Payments. If any payment is overdue, we may suspend access to your account until the outstanding amount is paid. Repeated non-payment may result in termination of your account.

Our IP. The Services, including all software, algorithms, AI models, databases, interfaces, documentation, and underlying technology, are owned by RetailAI or its licensors and are protected by Australian and international intellectual property laws. Nothing in these Terms grants you any rights to our intellectual property other than the limited licence to use the Services as expressly set out herein.

Your Data.You retain full ownership of all data, content, and materials you upload or input into the Services (“Customer Data”). You grant RetailAI a non-exclusive, worldwide, royalty-free licence to use, process, store, and display Customer Data solely to the extent necessary to provide the Services to you.

AI-Generated Content.Content generated by RetailAI's AI features (such as product descriptions) is provided to you as part of the Services. You are responsible for reviewing AI-generated content before publication and for ensuring it is accurate, lawful, and appropriate for your business purposes.

Feedback. If you submit suggestions, ideas, or feedback about the Services, you grant RetailAI a perpetual, irrevocable, royalty-free licence to use that feedback for any purpose without obligation or compensation to you.

RetailAI processes personal data in accordance with our Privacy Policy and applicable privacy laws, including the Australian Privacy Act 1988 (Cth) and, where applicable, the EU General Data Protection Regulation (GDPR).

Data Processing Agreement. Where RetailAI processes personal data on your behalf as a data processor (for example, personal data of your customers or employees within the platform), the parties agree that RetailAI will process such data only in accordance with your documented instructions and these Terms. Enterprise customers may request a separate Data Processing Agreement (DPA) by contacting info@retailai.com.au.

Security. RetailAI implements industry-standard security measures including encryption at rest and in transit, role-based access controls, and regular security assessments. However, no system is completely secure and we cannot guarantee absolute security.

Data Retention. We retain Customer Data for the duration of your subscription and for a period of 90 days following termination, after which it will be deleted or anonymised unless we are required by law to retain it for longer.

Each party may have access to the other's confidential information in connection with the Services. “Confidential Information” means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the context of disclosure.

Each party agrees to: (a) keep the other's Confidential Information strictly confidential; (b) use Confidential Information only for the purposes of these Terms; and (c) not disclose Confidential Information to any third party except to employees or contractors with a need to know and who are bound by confidentiality obligations no less restrictive than those in these Terms.

These obligations do not apply to information that: (i) is or becomes publicly available without breach of these Terms; (ii) was already known to the receiving party without restriction; (iii) is independently developed by the receiving party; or (iv) is required to be disclosed by law or legal process.

From time to time RetailAI makes features available on a pre-release basis, labelled “Beta”, “Beta Live”, “Preview”, or “Early Access” (“Beta Features”). The AI agents are currently offered as Beta Features.

Provided as-is.Beta Features are provided strictly on an “as is” and “as available” basis, are still under development, and may contain defects or produce incomplete or inaccurate results. They are excluded from any service-level, availability, uptime, or support commitment, and may be changed, limited, suspended, or withdrawn at any time, in whole or in part, without notice and without liability to RetailAI.

Acceptance by use. By enabling, configuring, or running any Beta Feature (including any AI agent), you acknowledge and agree to the terms of this Section and Section 10. If you do not agree, do not enable or use the Beta Features.

Use at your own risk. You should not rely on Beta Features for business-critical decisions without independent verification, and you assume all risk arising from their use. RetailAI may collect and analyse usage data and telemetry from Beta Features to evaluate, secure, and improve them, in accordance with our Privacy Policy.

The Services include AI agents that can analyse your data and take or recommend operational actions within the platform. You acknowledge and agree to the following.

Your tool, your authority.The agents operate as a tool of the Customer, acting under your configuration, business rules, reorder points, approval thresholds, and connected accounts — not as an agent, representative, broker, or fiduciary of RetailAI. By enabling an agent, you authorise it to act on your behalf within the configuration you set, and you are responsible for that configuration and any guardrails (including approval and automation thresholds).

Automated actions. Depending on your configuration, agents may take or recommend actions including (without limitation) drafting and submitting purchase orders to your suppliers, consolidating orders, creating stock transfers, adjusting inventory, changing prices, routing, cancelling or refunding orders, processing or declining returns, applying loyalty adjustments, and sending communications to your customers or suppliers. Some actions may execute automatically without prior human review where you have configured them to do so. You control the degree of human oversight and are responsible for setting it appropriately.

Your responsibility. You are solely responsible for configuring the agents, for reviewing and approving their actions, and for all consequences of actions taken under your account, including any financial commitments, pricing, refunds, stock movements, and communications. RetailAI is not a party to, and accepts no liability for, any order, contract, transaction, payment, or other commitment that an agent facilitates or initiates between you and any third party (including suppliers, carriers, payment recipients, and your customers).

No guarantee; not advice.Agent outputs — including demand forecasts, reorder quantities, markdown and clearance suggestions, fraud or anomaly signals, and routing recommendations — are probabilistic decision-support only. They do not constitute professional, financial, accounting, or legal advice, and RetailAI does not guarantee any particular outcome, accuracy, or result. You are responsible for independently validating agent outputs before relying on them.

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY, OR NON-INFRINGEMENT.

RetailAI does not warrant that: (a) the Services will be uninterrupted, error-free, or secure; (b) any defects or errors will be corrected; (c) the Services will meet your specific requirements; or (d) any AI-generated content, agent action, or automated decision will be accurate, complete, or suitable for any particular purpose.

You acknowledge that AI-generated outputs, agent actions, and automated decisions are probabilistic in nature and may contain inaccuracies or errors. You are solely responsible for reviewing, validating, and taking responsibility for any AI-generated content, agent action, or automated decision before relying on or publishing it. This is in addition to, and does not limit, Sections 9 and 10.

Nothing in these Terms excludes, restricts, or modifies any rights or remedies you may have under the Australian Consumer Law that cannot be excluded, restricted, or modified by contract.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL RETAILAI, ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE SERVICES, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE.

RETAILAI'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING UNDER OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU TO RETAILAI IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) AUD $500.

The limitations in this section reflect an informed allocation of risk between the parties and are a fundamental element of the basis of the bargain between you and RetailAI. RetailAI would not be able to provide the Services on the terms offered without these limitations.

You agree to indemnify, defend, and hold harmless RetailAI and its officers, directors, employees, agents, and successors from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (a) your breach of these Terms; (b) your use of the Services in violation of applicable law; (c) your Customer Data; (d) your products or services; or (e) any wilful misconduct or negligence on your part or that of your users.

By You. You may cancel your subscription at any time through your account settings or by contacting our support team. Cancellation takes effect at the end of your current billing period. No refunds will be issued for any unused portion of a prepaid subscription.

By RetailAI. We may suspend or terminate your access to the Services immediately and without liability if: (a) you breach any provision of these Terms; (b) you fail to pay any fees when due; (c) you engage in fraudulent or illegal conduct; or (d) we determine that continuation of the Services would cause harm to us, other customers, or third parties.

Effect of Termination. Upon termination, your right to access the Services ceases immediately. We will retain your Customer Data for 90 days following termination, during which time you may request an export. After this period, your data will be permanently deleted. Sections 6, 7, 8, 9, 10, 11, 12, 13, and 15 of these Terms survive termination.

Governing Law. These Terms are governed by and construed in accordance with the laws of Victoria, Australia, without regard to its conflict of laws principles.

Informal Resolution. Before initiating any formal dispute process, the parties agree to attempt to resolve the dispute informally by notifying the other party in writing and engaging in good-faith negotiations for a period of 30 days.

Jurisdiction. If the dispute cannot be resolved informally, the parties submit to the exclusive jurisdiction of the courts of Melbourne, Victoria, Australia. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent actual or threatened infringement of intellectual property rights or confidentiality obligations.

Australian Consumer Law. Nothing in these Terms limits any rights you have under the Australian Consumer Law, including statutory guarantees relating to services that cannot be excluded.

Entire Agreement. These Terms (together with the Privacy Policy and any applicable Order Form or Statement of Work) constitute the entire agreement between you and RetailAI with respect to the Services and supersede all prior agreements, understandings, and communications between the parties.

Amendments. We may update these Terms from time to time. We will notify you of material changes by email or by posting a notice in your account dashboard at least 14 days before the changes take effect. Your continued use of the Services after the effective date constitutes acceptance of the revised Terms.

Severability. If any provision of these Terms is found to be unlawful, void, or unenforceable, that provision will be limited or eliminated to the minimum extent necessary such that the remaining provisions remain in full force and effect.

Waiver. Our failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision unless acknowledged in writing by us.

Assignment. You may not assign or transfer any rights or obligations under these Terms without our prior written consent. RetailAI may assign these Terms without restriction in connection with a merger, acquisition, or sale of substantially all of its assets.

Force Majeure. Neither party will be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including natural disasters, acts of government, pandemic, power failures, or internet disruptions.

If you have any questions about these Terms, please contact us: