Terms and Conditions

1.1 These Terms and Conditions (Terms) govern access to and use of the Linkro Virtual Data Room and related services (the Service), provided by Linkro Pty Ltd (Linkro, we, us). They form a binding agreement between Linkro and the customer named in the applicable order form or subscription (the Customer, you).

1.2 By accepting these Terms, signing an order form, or accessing or using the Service, you agree to these Terms. If you accept on behalf of an organisation, you confirm that you are authorised to bind that organisation.

1.3 An Order Form (or online subscription) records the plan, fees, subscription term, and any specific commercial terms, and is incorporated into these Terms. If an Order Form and these Terms conflict, the Order Form prevails for the matters it addresses.

Customer Data means all data, documents, and content that you or your Users upload to, or generate within, the Service, including deal and due-diligence materials.

User means an individual you authorise to access the Service, including your personnel and any invited third-party participants in a data room.

AI Features means the artificial-intelligence-assisted functions of the Service that operate over your Customer Data.

Personal Information has the meaning given in the Privacy Act 1988 (Cth).

Sub-processor means a third party engaged by Linkro to process Customer Data in providing the Service.

Confidential Information means non-public information disclosed by one party to the other that is marked or would reasonably be understood to be confidential, including Customer Data (as your Confidential Information) and the Service and its non-public features (as our Confidential Information).

3.1 The Service is provided for business and professional use. You must be capable of entering a binding contract to use it.

3.2 You are responsible for your account, for authorising and managing your Users, for the acts and omissions of your Users, and for keeping access credentials secure. You must ensure your Users comply with these Terms.

4.1 Subject to these Terms and payment of applicable fees, Linkro grants you a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the subscription term for your internal business purposes of secure document collaboration and due diligence.

4.2 Restrictions. You must not, and must not permit any User to: (a) copy, modify, reverse engineer, or create derivative works of the Service except as permitted by law; (b) resell, sublicense, or make the Service available to third parties except as intended by the data-room functionality; (c) use the Service unlawfully or to infringe the rights of others; (d) introduce malware or attempt to gain unauthorised access to, disrupt, or test the security of the Service except with our prior written consent; or (e) remove or obscure any proprietary notices.

4.3 Prohibited content. You must not upload to the Service: (a) payment-card data; (b) information that is classified or requires a government security clearance; or (c) any content that is unlawful or that you do not have the right to upload. The Service is not designed for these categories of information.

4.4 Health information. You may include health information in the Service provided that you have all rights and consents necessary to do so, and you remain responsible for meeting any regulatory obligations that apply to that information. As between the parties, you, and not Linkro, are responsible for your compliance with laws applicable to any health information you choose to upload.

5.1 As between the parties, you retain all right, title, and interest in your Customer Data. These Terms do not transfer ownership of Customer Data to Linkro.

5.2 You grant Linkro a limited, non-exclusive licence to host, store, process, transmit, and display Customer Data, and to create AI-generated outputs from it, solely as necessary to provide and support the Service to you.

5.3 You are responsible for the accuracy and legality of Customer Data and for having all rights, consents, and authority necessary for us to process it as contemplated by these Terms.

6.1 Australian hosting. Customer Data is hosted in Microsoft Azure in the Australia East region, so your data is stored in Australia.

6.2 Security. Linkro maintains an information security management system aligned to ISO/IEC 27001 and an AI management system aligned to ISO/IEC 42001. Security measures include encryption of Customer Data in transit and at rest, role-based access control with multi-factor authentication, and per-customer segregation so that one customer's data is not accessible to another. Further detail is set out in Schedule 1.

6.3 Privacy. Linkro handles Personal Information in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles, including the Notifiable Data Breaches scheme. Our handling of Personal Information is described in our Privacy Policy. Where you upload Personal Information, you are responsible for ensuring you are permitted to do so.

6.4 Sub-processors. Linkro engages a limited set of sub-processors to provide the Service, including Microsoft Azure (hosting) and the AI model provider described in clause 7. Linkro maintains a register of sub-processors, imposes appropriate confidentiality and security obligations on them, remains responsible for the processing they carry out for us, and will give reasonable notice of a new sub-processor that processes Customer Data.

6.5 Data breach notification. If Linkro becomes aware of a data breach affecting your Customer Data that is likely to result in serious harm, we will notify you without undue delay and cooperate with you in accordance with the Notifiable Data Breaches scheme.

6.6 Return and deletion. On expiry or termination, including where you cancel by closing a data room, you may export your Customer Data during a window of 30 days that begins on that closure, expiry, or termination. Following that window, Linkro will securely delete Customer Data within 60 days, except where retention is required by law. You may arrange extended retention beyond the 30-day window as a paid option recorded in the Order Form.

7.1 The Service includes AI Features that operate over your own Customer Data to assist with review and analysis.

7.2 Model provider and data handling. AI processing is performed using a licensed third-party model hosted in Australia (Azure OpenAI, Australia East). The model provider does not use Customer Data to train or improve its models, and Customer Data is segregated per customer with no cross-customer aggregation.

7.3 Human oversight. AI Features are assistive. AI-generated outputs must be reviewed by appropriately qualified personnel before you rely on or act upon them. Linkro does not use AI Features to make decisions on your behalf or to disseminate information without your instruction.

7.4 Not advice. The Service and any AI-generated output do not constitute legal, financial, tax, investment, or other professional advice, and must not be relied upon as such.

8.1 Each party will keep the other's Confidential Information confidential, use it only to perform its obligations or exercise its rights under these Terms, and protect it with at least reasonable care. This clause does not apply to information that is public through no fault of the receiving party, independently developed, or required to be disclosed by law.

9.1 Linkro and its licensors own all intellectual property rights in the Service, including the platform, software, and documentation. Except for the access rights granted in clause 4, no rights in the Service are transferred to you.

9.2 You own your Customer Data (clause 5). If you provide feedback about the Service, you grant Linkro a perpetual, royalty-free licence to use it to improve the Service.

10.1 Linkro will use reasonable endeavours to make the Service available and to provide support through its published channels. We may perform scheduled maintenance and will use reasonable endeavours to give advance notice of maintenance likely to cause material disruption.

10.2 Linkro's target service-availability objective is 99%. Support is provided in two tiers: instant automated support through the in-service chatbot, available at all times, and human and escalated support with a target initial response time of 4 business hours. These are objectives, not guarantees, and no service credit applies where an objective is not met. The AI Features augment the data room; the core data room (secure document storage and collaboration) remains available if the AI Features are temporarily unavailable.

11.1 Plans and fees. The Service is offered on storage-based plans, priced by the amount of storage (measured in GB) included in each plan, as recorded in the Order Form. If your storage use exceeds the allowance included in your plan, you move automatically to the next plan up, and we will notify you when this happens.

11.2 Billing and term. For pay-as-you-go customers, fees are payable upfront, and the subscription renews automatically on a month-to-month basis until cancelled. You may cancel at any time before the current term expires by closing your data room. Closing the room cancels the subscription and stops the automatic renewal, so no fees are charged for any following term. Fees already paid are not refunded and unused time is not pro-rated.

11.3 For account customers, standard payment terms are 14 days from the date of invoice, or as otherwise negotiated on a case-by-case basis.

11.4 All fees are exclusive of GST, which is payable by the customer in addition where applicable.

11.5 Linkro may charge interest on overdue amounts at a reasonable rate and may suspend access for non-payment in accordance with clause 15.3. Prepaid fees are non-refundable except as required by law.

12.1 Linkro warrants that it will provide the Service with reasonable care and skill.

12.2 To the extent permitted by law, and except as expressly stated in these Terms, the Service is provided "as is" and Linkro excludes all other warranties, whether express or implied, including implied warranties of fitness for a particular purpose. Linkro does not warrant that the Service will be uninterrupted or error-free.

12.3 Australian Consumer Law. Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy under the Australian Consumer Law that cannot lawfully be excluded. Where Linkro is entitled to limit its liability for a breach of a non-excludable guarantee, its liability is limited, at its option, to re-supplying the Service or paying the cost of re-supply.

13.1 To the extent permitted by law, neither party is liable to the other for indirect, incidental, special, or consequential loss, or for loss of profits, revenue, business, goodwill, or data, however arising.

13.2 To the extent permitted by law, Linkro's total aggregate liability arising out of or in connection with these Terms is limited to the fees paid by the customer for the specific virtual data room or rooms to which the claim relates.

13.3 The exclusions and cap in this clause do not apply to liability that cannot be excluded or limited by law, including liability for fraud, wilful misconduct, personal injury or death caused by negligence, or a party's breach of confidentiality obligations.

14.1 You indemnify Linkro against loss arising from a third-party claim to the extent caused by your Customer Data, your or your Users' use of the Service in breach of these Terms, or your breach of law.

15.1 These Terms apply for the subscription term stated in the Order Form and any renewals. For pay-as-you-go customers, the subscription renews automatically on a month-to-month basis and may be cancelled as set out in clause 11.2.

15.2 Either party may terminate for material breach that remains uncured 30 days after written notice, or immediately if the other party becomes insolvent.

15.3 Linkro may suspend access where reasonably necessary to protect the security or integrity of the Service, to comply with law, or for non-payment, and will restore access promptly once the cause is resolved.

15.4 On termination, your right to access the Service ends, the data return and deletion provisions in clause 6.6 apply, and any clauses intended to survive (including confidentiality, intellectual property, limitation of liability, and indemnity) continue.

16.1 Neither party is liable for failure or delay caused by events beyond its reasonable control, provided it takes reasonable steps to mitigate.

17.1 The Service relies on third-party providers, including cloud hosting and the AI model provider. Linkro is responsible for its sub-processors as set out in clause 6.4, but is not liable for failures of third-party services beyond its reasonable control.

18.1 Linkro may update these Terms from time to time. We will give reasonable notice of material changes. Continued use of the Service after changes take effect constitutes acceptance.

19.1 Notices must be in writing and sent to the contact details in the Order Form or to support@linkro.com.au.

20.1 The parties will first attempt to resolve any dispute by good-faith negotiation. If unresolved within 20 business days, the parties will refer the dispute to mediation in Brisbane before commencing court proceedings, except where urgent interlocutory relief is required.

21.1 These Terms are governed by the laws of Queensland, Australia, and the parties submit to the non-exclusive jurisdiction of the courts of Queensland.

22.1 These Terms and the Order Form are the entire agreement between the parties on their subject matter. You may not assign these Terms without our consent; Linkro may assign to an affiliate or in connection with a corporate transaction. If any provision is unenforceable, the rest continues in effect. A failure to enforce a right is not a waiver. Nothing in these Terms creates a partnership, agency, or employment relationship.