Terms and conditions

1. The agreement

These Terms and Conditions (Terms) form a contract between YUMA IT PTY LTD (ABN 62 684 389 839, ACN 684 389 839), trading as Yuma IT (we, us, our) and the person or organisation that orders, accesses or uses YumaOS (you, your, the Customer).

The contract also includes any written quote, order form, statement of work, marketplace offer or other ordering document we both accept (Order), and the Refund Policy. If an Order conflicts with these Terms, the Order prevails to the extent of the conflict, except that nothing in an Order excludes, restricts or modifies rights that cannot lawfully be excluded under the Australian Consumer Law (ACL).

You accept these Terms by signing an Order, issuing a purchase order against our quote, completing a marketplace transaction for YumaOS, creating or using an account, or otherwise telling us you accept. If you do not agree, do not access or use YumaOS.

If you accept for an organisation, you represent that you have authority to bind that organisation. These Terms are intended for business, government and other organisational customers, not for personal or household use.

2. Who we are

YumaOS is the company operating system product of YUMA IT PTY LTD. We are an Australian proprietary company. GST registration applies to our ABN.

• Legal name: YUMA IT PTY LTD
• ABN: 62 684 389 839
• ACN: 684 389 839
• Registered office and notice address: 49 Phillip Ave, Watson ACT 2602, Australia
• Email: hello@yumait.com.au
• Yuma IT: https://www.yumait.com.au/
• YumaOS website: https://os.yumait.com.au/

3. Meanings

In these Terms:

• ACL means Schedule 2 to the Competition and Consumer Act 2010 (Cth) and the equivalent Australian Consumer Law of each State and Territory.
• Business Day means a day that is not a Saturday, Sunday or public holiday in the Australian Capital Territory.
• Confidential Information means information that is confidential in fact or is marked or treated as confidential, including Customer Data, pricing, security information and non-public product information. It does not include information that is public other than by breach, independently developed, or lawfully received from a third party without a confidentiality duty.
• Customer Data means data, content, credentials metadata, documents, tasks, quotes and other material that you or your users submit to, or store in, YumaOS, excluding our software, documentation and usage telemetry.
• Fees means the amounts payable for YumaOS and any related services, as set out in the Order.
• YumaOS means the YumaOS software, hosted service, agents, APIs, MCP interfaces, documentation, updates and related support we supply under an Order.
• Subscription Term means the paid period in the Order, including any renewal.

4. What we supply

YumaOS is a single-tenant company operating system with AI agents. Depending on the Order, we may supply it as a hosted service, a self-hosted deployment, or an Amazon AWS marketplace offering.

YumaOS does not itself grant an Authority to Operate, accreditation, certification or any other regulatory approval. It does not replace the people who must approve destructive actions, financial exports, or other decisions the product queues. Advisory or model-generated output is assistance only. You remain responsible for how you use YumaOS in your organisation.

We may improve YumaOS during the Subscription Term. We will not withdraw a material contracted capability during a paid term except where required by law, a security issue, a third-party dependency we cannot reasonably replace, or an agreed change. If a change has a material adverse effect on the contracted capability, clause 20 applies.

5. Orders, quotes and start date

Quotes are invitations to treat unless the quote says it is an offer capable of acceptance. An Order is binding when we accept it in writing or we make YumaOS available to you under it.

The Order sets the plan, quantity, deployment model, Subscription Term, Fees, any professional services, and any special conditions. Features described on this website are illustrative. What we must supply is what the Order and these Terms describe.

We may decline an Order, including where we cannot meet a stated hosting, identity, security or sovereignty requirement.

6. Fees, GST and payment

You must pay the Fees in the Order. Unless the Order says Fees include GST, Fees are exclusive of GST. If GST is payable, you must pay the GST amount at the same time as the Fees, against a tax invoice that meets A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Invoices are payable within 14 days after the invoice date unless the Order sets another period. You must pay in Australian dollars unless the Order sets another currency.

If a payment is overdue, we may give you at least 10 Business Days' written notice. If the amount remains unpaid after that notice, we may suspend access until the overdue amount is paid, and we may charge interest on the overdue amount at the Reserve Bank of Australia cash rate plus 2% per annum, calculated daily. We will not suspend access for a genuine, documented dispute over a specific invoice amount while you pay any undisputed amount.

We will not increase Fees during a current Subscription Term unless the Order allows it or you request a change. Renewal pricing is dealt with in clause 7.

7. Subscription term and renewal

The Subscription Term starts on the start date in the Order, or if none is stated, the date we first make YumaOS available to you.

If the Order says the subscription renews, it renews for successive periods of the same length unless either party gives written notice of non-renewal at least 30 days before the then-current term ends. We will give you at least 30 days' notice of any Fee change that would apply on renewal. If you do not accept the new Fees, you may give notice of non-renewal before the renewal date.

If the Order does not provide for renewal, the subscription ends at the end of the Subscription Term unless we both agree a new Order.

8. Licence and access

We grant you a non-exclusive, non-transferable, non-sublicensable right to access and use YumaOS during the Subscription Term, solely for your internal business purposes and the scope in the Order (including user counts, environments and deployment model).

If the Order allows a trusted MSP or other contractor to operate YumaOS for you, that party may use YumaOS only for your benefit, under these Terms, and within the access we enable. You remain responsible for that party's use.

We retain all rights in YumaOS, including software, interfaces, documentation, templates, models we supply, and aggregated or de-identified usage data that does not identify you or an individual. You retain all rights in Customer Data.

Except as allowed by these Terms, an Order, or a non-excludable law (including applicable provisions of the Copyright Act 1968 (Cth)), you must not copy, modify, reverse engineer, resell, commercially host, or create a competing product from YumaOS.

9. Your responsibilities

You must:

• use YumaOS only as permitted by the Order, these Terms and applicable law;
• keep accounts, API keys and access credentials confidential and revoke them when no longer needed;
• configure identity, roles and integrations for your environment, including SSO and SCIM where you use them;
• ensure Customer Data is lawful to submit and that you have the rights and consents needed for us to process it to provide YumaOS;
• maintain your own backups of Customer Data where the deployment model makes that your responsibility (including many self-hosted deployments); and
• use qualified people for decisions that require them, including approvals that YumaOS queues for a human.

10. Acceptable use

You must not, and must not allow anyone to:

• use YumaOS to break the law, infringe rights, or store or transmit malware;
• attempt to gain unauthorised access to YumaOS, other customers' data, or related systems;
• interfere with the integrity or performance of a hosted service except in an agreed test;
• use YumaOS to provide a public bureau or competing company operating system, unless the Order says you may;
• misrepresent records, approvals or audit events generated or stored in YumaOS; or
• remove proprietary notices.

We may suspend access to the extent reasonably necessary to deal with a security incident, a serious acceptable-use breach, a legal requirement, or a risk of harm. Where reasonably practicable we will give prior notice and limit the suspension to the affected part of the service. We will restore access promptly once the reason for suspension is resolved.

11. Customer Data, confidentiality and security

You grant us a limited licence to host, copy, transmit and otherwise process Customer Data only to provide, maintain, secure and support YumaOS, to comply with law, and as otherwise agreed in writing.

Each party must keep the other's Confidential Information confidential and use it only for the contract. A party may disclose Confidential Information to personnel and professional advisers who need it and are bound by confidentiality, or if required by law, a court, or a government or regulator, after giving as much notice as is legally permitted.

We will use reasonable security measures appropriate to the nature of a hosted YumaOS environment. For self-hosted deployments, you control the runtime, identity, storage and network boundary except for the artefacts and instructions we supply. Exact hosting, region, backup and data-handling responsibilities are set in the Order.

On request during the Subscription Term, and for 30 days after it ends, we will make Customer Data in a hosted environment available for export in a reasonable common format, unless a self-hosted model means you already hold it. After that period we may delete hosted Customer Data from live systems, except copies we must retain by law or that remain in routine encrypted backups until those backups cycle out.

12. Privacy

We handle personal information in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles, to the extent they apply. If you provide personal information to us, you must only do so in line with privacy law, including any notice and consent your organisation requires.

Privacy questions and access or correction requests can be sent to hello@yumait.com.au. If we are required to notify a eligible data breach relating to a hosted environment we operate, we will do so as the Privacy Act requires and will cooperate with you on notices you must give.

13. Third parties, partners and marketplaces

YumaOS may interoperate with identity providers, cloud platforms, AI model providers, accounting systems, email providers and other third-party products you choose. Those products are supplied under their own terms. We are not responsible for a third-party product we do not control, except to the extent the ACL or another non-excludable law says otherwise, or we have expressly agreed in an Order to manage that integration.

If you buy YumaOS through a Microsoft, Amazon or other marketplace, the marketplace terms and any private-offer terms also apply. If those marketplace terms conflict with these Terms on payment, invoicing, tax collection or marketplace refund processing, the marketplace terms prevail for that purchase. Your ACL rights are not excluded by a marketplace term to the extent the ACL does not allow that exclusion.

If a trusted MSP supplies or operates YumaOS for you, you may also have a separate contract with that MSP. That contract does not reduce our obligations to you under these Terms and the ACL for what we actually supply.

14. Support and availability

Support hours, severity targets and any availability commitment are as set in the Order. If the Order is silent, we will provide reasonable email support on Business Days via the contacts in the Order, or ${mail} if none is listed.

Scheduled maintenance of a hosted environment will be notified in advance where reasonably practicable. We do not warrant uninterrupted or error-free operation, except where a guarantee under the ACL cannot be excluded.

15. Australian Consumer Law

Nothing in these Terms excludes, restricts or modifies any right or remedy, or any guarantee, warranty or other term, implied or imposed by the ACL or any other law that cannot lawfully be excluded or limited.

You may have ACL consumer guarantees if you acquire YumaOS as a consumer under the ACL. That includes many purchases where the amount payable is $100,000 or less (the current ACL consumer threshold, including GST if applicable). YumaOS is not supplied for personal, domestic or household use.

You are also entitled to be compensated for any other reasonably foreseeable loss or damage. If the failure does not amount to a major failure you are entitled to have problems with the service rectified in a reasonable time and, if this is not done, to cancel your contract and obtain a refund for the unused portion of the contract.

Where you are a consumer under the ACL and a failure is a major failure, you may reject the goods or cancel the services and recover a refund or other ACL remedy. Where a failure can be remedied and is not a major failure, we may remedy it within a reasonable time, including by repair, replacement, resupply or refund as the ACL requires.

If you are not a consumer under the ACL, and to the extent the ACL allows us to limit our liability for goods or services that are not of a kind ordinarily acquired for personal, domestic or household use or consumption, our liability is limited to, at our option: for goods, replacement, repair, or payment of the cost of replacement or repair; and for services, resupply or payment of the cost of resupply. That limit does not apply if it is not fair or reasonable in the circumstances, or if a law says it cannot apply.

A detailed description of refunds, change-of-mind and how to claim is in the Refund Policy, which forms part of these Terms.

16. Refunds

Refunds and other remedies are described in the Refund Policy. In short: ACL remedies cannot be excluded where they apply; change of mind is not generally available once YumaOS has been made available, unless an Order says otherwise; and unused subscription periods may be refundable where the ACL requires cancellation for a major failure or we cancel for our convenience.

17. Intellectual property and feedback

Each party retains its pre-existing intellectual property. We own YumaOS and all improvements we make to it. You own Customer Data and your pre-existing materials. If you give us feedback or suggestions, you grant us a royalty-free, irrevocable licence to use that feedback to improve YumaOS, without identifying you unless you agree.

We will defend you against a third-party claim that YumaOS as we supply it infringes that third party's intellectual property right in Australia, and we will pay compensation finally awarded, if you notify us promptly, allow us to control the defence and settlement, and cooperate reasonably. We have no obligation for claims that arise from a combination we did not supply, a modification we did not authorise, or use outside the Order. If infringement is likely, we may obtain a licence, modify YumaOS, or terminate the affected part and refund prepaid Fees for the unused portion.

18. Liability

This clause applies to the maximum extent permitted by law, and does not apply to liability that cannot be limited or excluded, including ACL liability that cannot be limited, fraud or wilful misconduct, or liability for death or personal injury caused by negligence to the extent a law does not allow that liability to be limited.

Neither party is liable to the other for loss of profit, revenue, goodwill, or anticipated savings, or for indirect or consequential loss, except for ACL compensation for reasonably foreseeable loss or damage where the ACL applies, and except for your obligation to pay Fees.

Subject to clause 15 and the exceptions in this clause, each party's aggregate liability arising out of or in connection with the contract is limited to the Fees paid or payable for YumaOS in the 12 months before the claim arose (or, if the first 12 months have not ended, the Fees paid or payable for that first 12 months).

These Terms do not exclude or limit liability for misleading or deceptive conduct under the ACL.

19. Customer indemnity

You must indemnify us against loss we reasonably incur arising from a third-party claim to the extent the claim arises from Customer Data, your unlawful use of YumaOS, or your breach of clause 10, except to the extent the loss is caused by our negligence, fraud, wilful misconduct or breach. This indemnity does not reduce any ACL right you have as a consumer.

20. Suspension, termination and changes

Either party may terminate the contract if the other party commits a material breach and does not remedy it within 20 Business Days after written notice describing the breach, or if the other party becomes insolvent, enters administration or an analogous process, or is unable to pay its debts as they fall due.

You may stop a renewal under clause 7. You may also terminate for convenience if the Order says you may. Termination for convenience does not, by itself, entitle you to a refund of amounts already paid, except as required by the ACL or the Refund Policy.

We may terminate for convenience on 30 days' written notice if we withdraw YumaOS from sale. If we do, we will refund prepaid Fees for the unused portion of the Subscription Term.

We may update these Terms. For an existing Subscription Term we will give at least 30 days' notice of a change that is materially adverse to you (by email or a notice in the product or on this website). If you do not accept that change, you may terminate the affected Order before the change takes effect, and we will refund prepaid Fees for the unused portion. The then-current Terms apply to new Orders from the date we publish them.

On termination or expiry, your licence ends, you must stop using YumaOS (except to export Customer Data during any permitted export window), and you must pay Fees accrued up to the end date. Clauses that by nature should survive, including confidentiality, privacy, IP, ACL, liability, indemnity, refunds, notices and governing law, continue.

21. Notices, disputes and law

Notices under these Terms must be in writing and sent to the email or address in the Order, or if none is listed: to us at hello@yumait.com.au and 49 Phillip Ave, Watson ACT 2602, Australia; to you at the email or address you last gave us. A notice by email is taken to be received on the next Business Day after sending unless a delivery-failure report is received.

If a dispute arises, a party must write to the other with enough detail to understand the issue. The parties must then try to resolve it in good faith for 20 Business Days. Either party may seek urgent interlocutory relief at any time. This clause does not prevent you from complaining to the ACCC, a State or Territory consumer protection agency, or from using any ACL right.

The contract is governed by the law of the Australian Capital Territory, Australia. Each party submits to the non-exclusive jurisdiction of the courts of the Australian Capital Territory. The ACL and other non-excludable laws of the place where you acquire YumaOS still apply to the extent they must.

22. General

• The contract is the entire agreement about its subject and replaces prior negotiations about that subject, except that it does not exclude liability for misleading or deceptive conduct under the ACL.
• If a part of the contract is unenforceable, it is to be read down or severed, and the rest remains in effect.
• A waiver must be in writing. A failure to enforce a right is not a waiver.
• You may not assign the contract without our prior written consent, which we will not unreasonably withhold. We may assign it to an affiliate or to a successor of the YumaOS business, provided the assignee is bound by the contract.
• We are independent contractors. The contract does not create a partnership, joint venture or employment relationship.
• Neither party is liable for a failure or delay caused by an event beyond its reasonable control, including failure of a third-party cloud region, provided it takes reasonable steps to mitigate. This does not excuse payment of Fees already due.
• These Terms may be accepted electronically. Electronic execution and notices are effective under the Electronic Transactions Act 1999 (Cth) and the Electronic Transactions Act 2001 (ACT).
• Questions about these Terms: hello@yumait.com.au, or os.yumait.com.au/contact.