Terms of Service

These Terms of Service (“Terms”) are the master agreement governing your access to and use of aicial’s website, waitlist, and all current and future aicial services, including our productized services and our planned self-serve software service once it becomes available.

Aperim Pty Ltd (ABN 46150699737; ACN 150699737) is incorporated in New South Wales, Australia and operates the aicial brand. In these Terms, “aicial” refers to that brand; “we”, “us” and “our” refer to Aperim Pty Ltd; and “you” refers to the person or organization that accesses or uses our website, waitlist or services.

Where we deliver a specific engagement under an order form or statement of work (“SOW”), that document sets out the scope, deliverables, timeline and fees for that engagement and forms part of your agreement with us together with these Terms. If an order form or SOW conflicts with these Terms on a matter it expressly addresses, the order form or SOW prevails for that engagement; these Terms otherwise continue to apply in full.

These Terms work alongside our other published policies, which apply to you together with these Terms: the Privacy Policy explains how we handle personal information, and the Cookie Policy explains our use of cookies and similar technologies. Our Acceptable Use Policy, Refund & Cancellation Policy and Responsible AI Usage Policy are referenced later in these Terms, where they are most relevant.

You accept these Terms by doing any of the following: creating an account, joining the waitlist, signing an order form or SOW that references these Terms, or otherwise accessing or using our website or services. If you accept these Terms on behalf of an organization, you confirm that you have authority to bind that organization, and “you” then refers to that organization.

If you do not agree to these Terms, do not access or use our website or services.

You must be at least 18 years old and capable of forming a binding contract to use our services. Our services are not directed at children and must not be used by anyone under 18.

Where you create an account, you must provide accurate information, keep your login credentials confidential, and promptly tell us of any unauthorized use of your account. You are responsible for activity that occurs under your account, except to the extent it results from our own fault.

We may decline to open an account, or may suspend or close one, for the reasons described in section 7 (Acceptable use and suspension) or section 12 (Term and termination).

aicial is AI for social media: cross-platform outcome analytics, a closed-loop content engine, identity-protection scanning, a social-listening layer, and deal infrastructure. Today, we deliver this through three productized services: two fixed-scope engagements and one monthly retainer.

SKU1 — Social Performance Audit. A cross-platform account audit covering honest benchmark context with a stated sample size, reach-drop diagnosis, a protection hygiene check, and a prioritized 90-day plan. Indicative fee: A$1,500–3,000.

SKU2 — Outcome-Proof Pack. A monthly retainer producing a sponsor-, client- or CFO-ready performance narrative, with revenue evidence where your connected data sources reach, honest coverage statements, and benchmark context. Indicative fee: A$600–1,200 per brand per month.

SKU3 — Benchmark & Strategy Engagement. A fixed-scope niche benchmark study, channel-investment strategy, or “state of category” report. Indicative fee: A$3,000–8,000.

The fees above are indicative only. The actual scope, deliverables, timeline and fee for your engagement are set out in the applicable order form or SOW, which governs over these indicative figures for that engagement.

We also plan to make a self-serve software service available. That service is not yet available. Once it becomes available, it will be one of the services these Terms govern, together with any additional terms we publish for it at that time.

Fees for a service are set out in the applicable order form or SOW. Unless that order form or SOW states other payment terms, we invoice you in accordance with it and payment is due within 14 days of the invoice date.

Fees are exclusive of GST and any other tax or duty unless the order form or SOW says otherwise. You are responsible for taxes properly payable on amounts you pay us, other than taxes on our own income.

If you dispute part of an invoice in good faith, tell us in writing before its due date, and pay the undisputed portion on time; we will work with you to resolve the disputed portion promptly. We may suspend a service for non-payment of an undisputed, overdue amount as described in section 7, after giving you reasonable notice and an opportunity to pay.

Our Ethics Charter sets the standards we hold ourselves to. Some of its commitments are also contractual promises to you:

• we will never build or offer, as part of any aicial service, fake engagement or fake follower acquisition in any form;
• we will never build or offer engagement pods or reciprocal-engagement orchestration, coordinated inauthentic behavior, or sockpuppet or astroturfing accounts;
• we will never build or offer undisclosed automation that poses as a human, or growth-hacking automation such as mass-DM, auto-follow/unfollow or comment-spam tooling;
• we will never build or offer anything designed to evade a platform’s anti-abuse systems;
• you own your own content and data, with a full export available at any time on request and a clean exit from our services — no hostage mechanics; and
• we do not promise to fix a platform’s payouts, restore your organic reach, or beat a platform’s algorithm.

These are contractual commitments, not only policy statements: our breach of any of them is a breach of these Terms. Our Acceptable Use Policy sets out your reciprocal obligation not to use our services for the same purposes — see section 7.

Where we describe a likely outcome, we state the evidence behind it and its limits, including the sample size behind any benchmark we cite.

When you use our services, you must comply with our Acceptable Use Policy, which sets out prohibited uses in detail — including your obligation not to use aicial, or ask us to configure aicial, to create fake engagement, engagement pods, coordinated inauthentic behavior, sockpuppets, undisclosed automation, or growth-hacking automation such as mass-DM, auto-follow/unfollow or comment-spam tooling. These are the same red lines we hold ourselves to under section 6.

You are responsible for your own compliance with each social platform’s own terms of service and for having the rights needed to connect an account or provide content to us.

We may suspend or restrict your access to a service, in whole or in part, where we reasonably believe you have breached the Acceptable Use Policy or these Terms, where continued access would create a security or legal risk, or for non-payment as described in section 5. Where practicable, we will give you notice and a reasonable opportunity to remedy the issue before suspending access; we may act without prior notice where we reasonably believe the risk requires it, and will notify you promptly afterwards.

We own all intellectual property rights in the aicial platform, technology and methodology, including our software, models, benchmarks and know-how, and any improvement we make to them while providing a service.

We grant you a perpetual, royalty-free license to use the deliverable we produce for you under an order form or SOW — for example, an audit report, a monthly performance narrative, or a benchmark or strategy report — for your own business. This does not affect our ownership of the underlying platform, tools, templates and methodology we used to produce it, described above.

You own your own content and data — including your brand assets, the content you submit to us, and the account and performance data connected through a service — together with any intellectual property rights in it. You grant us a limited license to host, process and analyze your content and data solely to provide the service you have requested and to maintain, secure and troubleshoot it, for as long as needed for that purpose and consistent with the Privacy Policy. We do not include your content or data in our benchmark panel, or use it to train a model shared across other customers, unless you have separately and specifically opted in to that use; that opt-in is never a condition of using a service, and you may withdraw it at any time. We do not otherwise use your content or data, and we do not sell or broker it.

Each of us must keep the other’s confidential information confidential, use it only to perform our obligations or exercise our rights under these Terms, and protect it with at least the same care the receiving party uses for its own confidential information of a similar kind, and no less than reasonable care. This does not apply to information that is or becomes public other than through a breach of this section, that the receiving party already lawfully held, or that the receiving party is required by law to disclose.

Some aicial features use artificial intelligence, including content generation, analytics and identity-protection scanning. Our Responsible AI Usage Policy explains how we use AI, including how AI-generated content is labeled and the human review that applies before an adverse identity-protection finding results in an action such as a takedown request.

You are responsible for reviewing AI-generated content before you publish or rely on it, and for ensuring your use of it complies with the platform you publish to and with law.

Our services connect to third-party social media platforms and other services under permissions you grant. Those platforms are operated by third parties we do not control. We are not responsible for a platform’s availability, features, policies, or algorithm or payout decisions, including changes that affect your reach, engagement or earnings on that platform.

You are responsible for maintaining your own accounts on any connected platform and for complying with that platform’s own terms.

We may add, change, improve or discontinue a feature of a service at any time. For an active order form or SOW, we will not materially reduce the scope of what we agreed to deliver without your agreement, except as needed to comply with law, a platform’s own requirements, or a genuine security requirement.

We will give you reasonable notice of a change that materially reduces a service you are actively paying for, where practicable before the change takes effect.

These Terms apply from when you accept them under section 2 and continue for as long as you have an active order form or SOW with us, an active account, or otherwise use our services.

Either of us may terminate these Terms, or an order form or SOW, for the other’s material breach that is not remedied within 14 days after written notice describing the breach. Either of us may also terminate immediately on written notice if the other becomes insolvent or ceases to carry on business.

We may also suspend or terminate your access as described in section 7. You may cancel a service, or request a refund or credit, as described in our Refund & Cancellation Policy, which governs cancellations, refunds and credits for that service.

On termination, we will make your data available for export for a reasonable period afterwards, consistent with our commitment in section 6, and will otherwise handle your personal information as described in the Privacy Policy. Sections 5 (in respect of amounts accrued before termination), 6, 8, 13, 14, 16 and 18, and any other section that by its nature should continue, survive termination of these Terms.

Where you acquire a service as a consumer within the meaning of the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)), that service comes with guarantees that cannot be excluded, including that we will supply it with due care and skill and that it will be reasonably fit for any purpose you made known to us. Nothing in these Terms excludes, restricts or modifies those guarantees, or any other right you have under law that cannot lawfully be excluded.

Beyond those guarantees and any other non-excludable right, we provide our services on an “as is” and “as available” basis and make no other warranty, express or implied, including as to results, revenue, reach, engagement, follower growth, or a platform’s decisions. Section 6 describes what we do and do not promise about platform-controlled outcomes.

We do not warrant that a service will be uninterrupted or error-free.

To the maximum extent the law allows, and subject to the guarantees and rights preserved in section 13, neither of us is liable to the other for indirect, consequential or special loss, or for loss of profits, revenue, goodwill or anticipated savings, arising out of or in connection with these Terms or a service, even if advised of the possibility of that loss.

To the maximum extent the law allows, and subject to the same guarantees and rights, each of our total liability arising out of or in connection with these Terms or a service, whether in contract, tort (including negligence), under statute or otherwise, is limited to the greater of (a) the total fees you paid us for the service giving rise to the claim in the 12 months before the event giving rise to the claim, and (b) A$1,000.

This section does not limit either party’s liability for death or personal injury caused by negligence, for fraud, or for anything else the law does not allow to be limited or excluded. This section also does not limit your liability to pay fees properly due under an order form or SOW, or either party’s liability for a breach of section 8 (intellectual property and confidentiality) or, in your case, for a breach of the Acceptable Use Policy. Other than the fees and Acceptable Use Policy carve-outs, which by their nature apply only to you, this section applies equally to both of us.

Neither of us is liable for a delay or failure to perform an obligation under these Terms, other than a payment obligation, to the extent the delay or failure is caused by an event beyond that party’s reasonable control, including a natural disaster, war, civil unrest, government action, an internet or utility outage, or a widespread outage or change at a third-party platform we depend on to deliver a service.

The affected party must tell the other promptly, take reasonable steps to reduce the event’s impact, and resume performance as soon as reasonably possible once the event ends.

Before commencing arbitration, the party raising the dispute must give the other written notice describing it, and the parties must attempt in good faith to resolve it for 30 days after that notice. This does not prevent either party from seeking emergency or urgent interim relief as described below.

Any dispute, controversy or claim arising out of, relating to or in connection with these Terms, including any question regarding their existence, validity or termination, that is not resolved as described above is to be resolved by binding arbitration administered by the Australian Centre for International Commercial Arbitration (ACICA) in accordance with the ACICA Arbitration Rules 2021. The seat of arbitration is Sydney, New South Wales, Australia. The language of the arbitration is English. The arbitration is to be conducted by a sole arbitrator. Before the Arbitral Tribunal is constituted, a party may apply to ACICA for three arbitrators where the amount in dispute exceeds AUD 10,000,000 or the dispute is of unusual complexity, and the parties agree that ACICA may determine that application after considering both parties’ views.

Expedited procedure. The parties agree that where the amount in dispute is less than AUD 1,000,000, the arbitration is to be conducted in accordance with the ACICA Expedited Arbitration Rules 2021. Before the arbitral tribunal is constituted, either party may also apply to ACICA for the arbitration to be conducted under the ACICA Expedited Arbitration Rules 2021 where the amount in dispute is less than AUD 5,000,000, where the parties agree, or where the case is of exceptional urgency, and ACICA will consider both parties’ views before deciding.

Emergency relief. Before the arbitral tribunal is constituted, either party may apply to ACICA for emergency interim measures of protection under the ACICA Arbitration Rules 2021’s emergency arbitrator provisions.

Governing law. These Terms, and the arbitration agreement in this section, are governed by the law of New South Wales, Australia.

Nothing in this section limits either party’s non-waivable statutory rights, including any right under the Australian Consumer Law, or either party’s right to seek urgent injunctive relief in a court of competent jurisdiction to protect its intellectual property or confidential information pending the arbitration.

For a non-binding, plain-language summary of this section, see our dispute resolution explainer.

We may update these Terms to reflect changes to our services, our practices or the law. The version and effective date shown at the top identify the current Terms. We publish updated Terms on our website and, where a change is material, provide additional notice through the service or by email before the change takes effect.

If you do not agree with an update, you may stop using the affected service and cancel it as described in our Refund & Cancellation Policy. Where an update materially and adversely affects a service you are actively paying for under an active order form or SOW, you may also terminate that service by written notice given before the update takes effect, without any cancellation charge, and we will refund fees you have already paid for any period after termination takes effect. Continuing to use a service after an update takes effect means you accept the updated Terms.

Governing law and jurisdiction. These Terms are governed by the law of New South Wales, Australia. Each of us submits to the non-exclusive jurisdiction of the courts of New South Wales and the courts of appeal from them for any proceeding permitted by section 16.

Entire agreement. These Terms, together with any order form or SOW and the other policies referenced in section 1, are the entire agreement between us about their subject matter and supersede any earlier agreement or understanding about it.

Severability. If a provision of these Terms is found unenforceable, the rest continues to apply, and the unenforceable provision is read down to the minimum extent needed to make it enforceable, or removed if it cannot be read down.

Assignment. You may not assign or transfer your rights or obligations under these Terms without our prior written consent, except to a successor in a merger, acquisition or sale of substantially all of your business, of which you must give us prompt written notice. We may assign or transfer these Terms in connection with a similar transaction affecting our business, or to a related body corporate, provided the assignee agrees to be bound by these Terms.

No waiver. A failure or delay by either of us in exercising a right under these Terms is not a waiver of that right. A waiver is only effective if given in writing.

Notices. Give us a notice under these Terms by emailing legal@aicial.com. We may give you notice by email to the address on your account or in your order form or SOW, or by a notice on our website for a change described in section 17.

For questions about these Terms, contact:

Aperim Pty Ltd, which operates the aicial brand
ABN 46150699737
ACN 150699737
New South Wales, Australia
Email: legal@aicial.com