Terms of Service

1.Introduction and acceptance

These Terms of Service (Terms) form a binding agreement between you (you, your, or Customer) and Osmicro Networks Pty Ltd (ACN 642 841 638 / ABN 70 642 841 638) (Vukorix, we, our, or us), the operator of the Vukorix platform available at vukorix.com and app.vukorix.com.

By creating a Vukorix account, joining the Vukorix private beta, or otherwise accessing or using the Service, you accept these Terms and our Privacy Policy. If you do not accept these Terms, you must not use the Service.

If you are accepting these Terms on behalf of a company, firm, or other entity, you represent and warrant that you have the authority to bind that entity to these Terms, and references to "you" include that entity.

2.Definitions

In these Terms:

• Account means the account you create to access the Service.
• Customer Content means files, documents, text, metadata, and other materials you or your end users upload to, transmit through, or store on the Service.
• End User or Recipient means a third party who interacts with Customer Content through the Service, including through Secure Send links, Secure Receive portals, Secure Exchange sessions, or e-signature requests.
• Free Trial means the 7-day no-charge period that begins when you create a new Account.
• Service means the Vukorix platform, including the website, applications, APIs, and associated features.
• Subscription means a paid plan for use of the Service after the Free Trial ends.

3.Free Trial

Every new Account begins with a 7-day Free Trial of the Vukorix Standard plan. During the Free Trial:

• No subscription fees apply during the Free Trial. To verify the payment method you provide at sign-up, we capture a USD $1.00 charge to your nominated card and refund it to the same card automatically. Refunds typically clear within a few hours; some banks take up to 5–10 business days.
• You have access to substantially the same features as a paid Subscription.
• Some non-core capabilities (for example Secure Rooms (Beta) and any other features designated as Beta in the Service) are made available subject to the additional terms in section 4.1.
• You may cancel at any time before the Free Trial ends and you will not be charged.
• If you do not subscribe before the Free Trial ends, your Account is downgraded to a read-only state and Customer Content may be deleted in accordance with section 9 (How long we keep information) of our Privacy Policy.

4.The service

Vukorix is a secure file sharing platform for professional services firms. Core capabilities include Secure Send (encrypted outbound file shares with expiry and access controls), Secure Receive (branded upload portals for collecting files from clients), Secure Exchange (two-way encrypted collaboration), E-Sign (audit-trailed electronic signatures), Smart Forms (native AcroForm import with AI-vision fallback), Activity / Organisation Oversight, an in-app Help Centre with guided AI Assistant, virus scanning, automatic expiry, and audit logging.

A current description of the Service is available at vukorix.com. We may add, modify, or remove features over time. Where a change materially reduces core functionality of a paid Subscription, we will give affected Customers reasonable advance notice.

4.1 Beta features

From time to time we make features available as Beta (currently including Secure Rooms). Beta features are clearly labelled in the Service. Beta features may change, be removed, or experience downtime, errors, or data loss without notice; no SLA applies to Beta features; and we make no representation that a Beta feature is suitable for production-critical use. We may contact you for feedback or interviews about Beta features — participation is voluntary.

5.Accounts and security

5.1 Eligibility

You must be at least 18 years old and legally able to enter into binding contracts under the law of your jurisdiction to use the Service. The Service is not intended for, and must not be used by, individuals under 18.

5.2 Accurate information

You agree to provide accurate, current, and complete information during registration and to keep that information up to date.

5.3 Security of credentials

You are responsible for maintaining the confidentiality of your Account credentials and for all activities that occur under your Account. Two-factor authentication is mandatory on every Vukorix Account. You must notify us promptly at [email protected] if you suspect any unauthorised access to your Account.

5.4 Team seats and authorised users

A Subscription includes a specified number of user seats. You may add team members up to that limit. You are responsible for the acts and omissions of every person who accesses the Service under your Account.

6.Acceptable use

You must not, and must not permit any End User or other person to:

• use the Service for any unlawful, fraudulent, misleading, or deceptive purpose;
• upload, transmit, store, or share any Customer Content that infringes the intellectual property rights, privacy, or other rights of any person, or that is defamatory, obscene, or otherwise unlawful;
• use the Service to distribute malware, ransomware, spyware, or any other harmful code, or to attempt to circumvent the Warden virus scanner or any other Vukorix security mechanism;
• attempt to gain unauthorised access to the Service, any other Customer's Account, or any underlying infrastructure;
• reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or trade secrets from the Service, except to the extent expressly permitted by applicable law;
• use the Service to send unsolicited commercial messages, spam, or phishing communications, or to impersonate any person or entity;
• use the Service in a manner that imposes an unreasonable or disproportionately large load on our infrastructure, or that interferes with the integrity or performance of the Service for other users;
• resell, sublicense, lease, or otherwise commercially exploit the Service without our prior written consent;
• remove, obscure, or alter any proprietary notices contained within the Service.

We may suspend or terminate your access immediately if we reasonably believe you have breached this section, or if required to comply with applicable law, a court order, or a direction from a regulator.

7.Your content

7.1 Ownership

As between you and us, you retain all right, title, and interest in and to Customer Content. We do not claim ownership of any Customer Content.

7.2 Licence to us

You grant us a limited, non-exclusive, worldwide, royalty-free licence to host, store, copy, transmit, scan (for malware), and display Customer Content, solely as necessary to provide the Service to you and to comply with applicable law. This licence ends when the relevant Customer Content is deleted from the Service.

7.3 Your representations

You represent and warrant that (a) you own or have all necessary rights and permissions to upload, transmit, and share Customer Content through the Service; (b) Customer Content does not and will not infringe, misappropriate, or violate any third-party right; and (c) you will use the Service in accordance with all laws applicable to you and your clients, including privacy, data protection, professional conduct, and records retention laws.

7.4 Encryption and access

Customer Content is encrypted at rest with AES-256 and in transit with TLS. Encryption keys are managed so that Vukorix staff cannot read the contents of your files under normal operating conditions. We may access metadata (file names — which are themselves encrypted — sizes, timestamps, access logs) strictly as required to operate the Service, troubleshoot issues, respond to security events, or comply with law.

7.5 Deletion

When a Secure Send link, Secure Receive portal, or Secure Exchange reaches its configured expiry or view limit, the underlying encrypted file payload is permanently deleted from our servers. Audit-trail metadata necessary for compliance and dispute resolution may be retained for the period described in the Privacy Policy.

8.Fees and billing

8.1 Free Trial — verification charge only

No subscription fees apply during the 7-day Free Trial. At sign-up we capture USD $1.00 from the payment method you provide and refund it to the same card automatically as a card-validity check. The refund typically clears within a few hours; some banks take up to 5–10 business days.

8.2 Subscription pricing

After the Free Trial ends, continued use of the Service requires a paid Subscription. The current pricing for the Vukorix Standard plan is USD $9.99 per organisation per month, which includes three (3) team-member seats. The organisation owner does not consume one of the included seats. Additional team-member seats are USD $2.99 per seat per month and are billed only when explicitly added by the owner. All prices are exclusive of GST and other applicable taxes, which will be added where required by law.

8.3 Payment

Subscriptions are billed through a third-party payment processor. You authorise us (and our processor) to charge the payment method you provide. If a payment fails, we may suspend the Service until payment is received.

8.4 Taxes

You are responsible for all applicable taxes, duties, and levies associated with your Subscription, other than taxes based on our net income.

8.5 Refunds

Fees are non-refundable except where required by law (including the Australian Consumer Law). No refund is provided for partial billing periods on cancellation. This clause does not exclude or limit rights you may have under the Australian Consumer Law that cannot be excluded.

9.Third-party services

The Service may interoperate with, link to, or rely on third-party products and services (including hosting, email, payment processing, analytics, and virus-scanning providers). Your use of those third-party services is governed by the third party's own terms. We are not responsible for the availability, content, accuracy, or security of any third-party service.

A current list of key sub-processors is published in our Privacy Policy.

10.Our intellectual property

All right, title, and interest in and to the Service, including all underlying software, algorithms, user interfaces, designs, text, graphics, logos, trademarks, and other materials (excluding Customer Content), is and will remain the exclusive property of Osmicro Networks Pty Ltd or its licensors.

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Service during the term of these Terms solely for your internal business purposes.

The Vukorix name and logo are trademarks of Osmicro Networks Pty Ltd. You must not use them without our prior written consent.

10.1 Feedback

If you provide us with suggestions, ideas, or feedback about the Service, you grant us a perpetual, worldwide, royalty-free, irrevocable licence to use, modify, and incorporate that feedback into the Service without restriction or compensation to you.

11.Service availability

We use commercially reasonable efforts to keep the Service available and performing. However, the Service may be unavailable from time to time due to scheduled maintenance, emergency maintenance, third-party outages, denial-of-service or other attacks, or force majeure events. During a Free Trial, and in respect of any Beta feature, no service level agreement (SLA) applies. SLA terms for paid Subscriptions (if any) will be published at vukorix.com/sla or made available on request.

12.Disclaimers

To the maximum extent permitted by law, and except for the consumer guarantees under the Australian Consumer Law and any other non-excludable statutory rights:

• the Service is provided "as is" and "as available", without warranties of any kind, whether express, implied, or statutory;
• we do not warrant that the Service will be uninterrupted, error-free, secure, or free of viruses or other harmful components;
• we do not warrant that the Service will meet your specific requirements or compliance obligations (including GDPR, HIPAA, APRA, or similar frameworks), although we design the Service to make compliance easier;
• we disclaim all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred by the Australian Consumer Law or any other applicable law that cannot be excluded, restricted, or modified by agreement.

13.Limitation of liability

To the maximum extent permitted by law:

• neither party will be liable to the other for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, goodwill, business opportunity, or anticipated savings, arising out of or in connection with these Terms or the Service, even if that party has been advised of the possibility of such damages;
• our total aggregate liability to you arising out of or in connection with these Terms or the Service, whether in contract, tort (including negligence), under statute, or otherwise, will not exceed the greater of (a) the total fees paid by you to us in the twelve (12) months immediately preceding the event giving rise to the liability, or (b) USD $100;
• during a Free Trial, and in respect of any feature designated as Beta, our total aggregate liability to you is capped at USD $100.

Nothing in this clause limits liability that cannot be limited under applicable law, including liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any non-excludable liability under the Australian Consumer Law. Where our liability for a failure to comply with a consumer guarantee cannot be excluded but can be limited, our liability is limited, at our option, to (i) supplying the Service again or (ii) paying the cost of having the Service supplied again.

14.Indemnity

You agree to indemnify and hold harmless Osmicro Networks Pty Ltd and its directors, officers, employees, and contractors from and against any claims, losses, damages, liabilities, and expenses (including reasonable legal fees) arising out of or in connection with (a) your or your End Users' breach of these Terms, (b) your Customer Content, (c) your violation of any law or third-party right, or (d) your use of the Service in a manner not authorised by these Terms.

15.Termination

15.1 By you

You may close your Account at any time from within the Service or by contacting [email protected].

15.2 By us

We may suspend or terminate your access to the Service, in whole or in part, with or without notice, if (a) you materially breach these Terms, (b) we are required to do so by law or a regulator, (c) continued provision of the Service to you poses a risk to the security, integrity, or lawful operation of the Service, or (d) we discontinue the Service generally or in your jurisdiction (in which case we will give you reasonable advance notice).

15.3 Effect of termination

On termination: (a) your right to access the Service ends; (b) any fees you have paid for a current billing period are non-refundable, except as required by law; (c) you may, for a reasonable period (normally 30 days), request export of Customer Content still present on the Service; (d) after that period, we may delete Customer Content, and clauses that by their nature should survive termination (including intellectual property, disclaimers, liability, indemnity, and governing law) will survive.

16.Changes to these Terms

We may update these Terms from time to time. When we make a material change, we will give you reasonable notice by email (to the address associated with your Account) or through a notice in the Service, before the change takes effect. Your continued use of the Service after the effective date of the updated Terms constitutes acceptance. If you do not accept the updated Terms, you must stop using the Service.

17.Governing law and disputes

17.1 Governing law

These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) are governed by the laws of the State of New South Wales, Australia, and the Commonwealth laws of Australia applicable in that State, without regard to conflict-of-law principles.

17.2 Jurisdiction

You and we each submit to the exclusive jurisdiction of the courts of New South Wales and the courts competent to hear appeals from them.

17.3 Informal resolution

Before commencing any court proceeding, the parties agree to attempt in good faith to resolve any dispute arising out of or in connection with these Terms by negotiation, and to escalate through senior representatives for a period of at least thirty (30) days. This clause does not prevent either party from seeking urgent interlocutory or injunctive relief.

18.General

18.1 Entire agreement

These Terms, together with the Privacy Policy and any written order form or subscription confirmation we issue to you, constitute the entire agreement between the parties in relation to the Service and supersede all prior agreements and understandings.

18.2 Severability

If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision will be severed and the remaining provisions will continue in full force.

18.3 Waiver

No failure or delay by either party in exercising any right under these Terms constitutes a waiver of that right.

18.4 Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign these Terms to any affiliate or to any acquirer of all or substantially all of our business or assets, on notice to you.

18.5 Force majeure

Neither party will be liable for any failure or delay in performance caused by events beyond its reasonable control, including natural disasters, war, terrorism, labour disputes, internet or telecommunications failures, and actions of governments or regulators.

18.6 Notices

Notices to us must be sent to [email protected]. Notices to you may be given by email to the address associated with your Account or through a notice in the Service.

18.7 No agency

Nothing in these Terms creates an agency, partnership, joint venture, or employment relationship between the parties.

19.Contact

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

Osmicro Networks Pty Ltd
ABN 70 642 841 638
Email: [email protected]
General support: [email protected]