TERMS AND CONDITIONS

Effective Date: 9 June 2026

Welcome to inferencedirect.com (the "Platform" or "Site"). These Terms and Conditions ("Terms") form a binding legal contract between you ("Customer," "User," or "you") and Seamless Ventures Pty Ltd (ACN 616 157 236) as trustee for the Seamless Ventures Trust ("Company," "we," "us," or "our").

By registering an account, generating API keys, depositing funds, or routing requests through our infrastructure, you agree to these Terms. If you do not agree, you must stop using the Platform.

Nothing in these Terms is intended to exclude, restrict or modify any right or remedy you may have under the Competition and Consumer Act 2010 (Cth), including the Australian Consumer Law ("ACL"), or any other law that cannot lawfully be excluded. Where any part of these Terms is inconsistent with such a law, that part applies only to the extent permitted.

1. THE ROUTING ARCHITECTURE

• Proxy and Aggregation Layer: The Company provides an API routing proxy. The Platform accepts your API requests ("Inputs/Prompts"), forwards them programmatically to independent third-party Artificial Intelligence model developers, hosts, and networks ("Upstream Providers"), and streams the resulting data ("Completions/Outputs") back to your application.
• Upstream Policy Compliance: You agree to comply with the end-user licence agreements, technical limitations, and acceptable use policies of each Upstream Provider you access through our service. We may pass on, enforce, or act upon requirements imposed on us by an Upstream Provider.
• Modifications to Service: We may alter routing mechanics, restrict endpoints, throttle access speeds, or remove models from our catalogue. Where a change is likely to have a material adverse effect on your use of the service, we will give you reasonable prior notice where practicable (for example, by email or dashboard notice). If a material change is unacceptable to you, you may stop using the affected service and request a refund of your unused balance in accordance with our Refund Policy.

2. PRE-PAID BALANCE LEDGER

• Pay-As-You-Go System: The Platform uses a prepaid balance ledger denominated in United States Dollars (USD) or other designated currencies. You must hold a positive balance to process API calls.
• Transactional Fees: Each account top-up may be subject to payment network handling and gateway fees. These fees are presented at checkout and are separate from your token consumption costs.
• Usage Accounting: Balance deductions occur in real time based on the volume of characters or tokens sent and received. Our internal resource counters and accounting metrics are our records of usage and are treated as correct except where they contain a manifest error or are shown to be inaccurate. If you believe a charge is incorrect, contact support and we will investigate in good faith.
• Credit Handling and Inactivity: Purchased credits remaining completely inactive for 365 consecutive days may be subject to expiry. Before any credits expire, we will give you at least 30 days' notice at your registered email address. You may keep credits active by using the service, or you may request a refund of the unused portion (less non-refundable processing fees) before the expiry date in accordance with our Refund Policy. We will not forfeit prepaid credits without first providing this notice and opportunity.

3. PAYMENT DISPUTES AND ACCOUNT SECURITY

• Consumed Compute: Compute costs genuinely incurred by executing your requests are consumed and cannot be reversed, subject to your rights under the ACL (see clause 5).
• Raise Concerns With Us First: If you have a billing concern, please contact [email protected] before initiating a chargeback or bank dispute. Most issues can be resolved directly and quickly.
• Chargebacks and Disputes: If you initiate a credit card chargeback, bank reversal, or payment dispute, we may, to protect against further loss:
• Suspend or close the affected account and revoke active API keys and integrations;
• Recover from you the actual, reasonable costs we incur as a direct result of the dispute — namely (a) the payment processor's dispute or administrative fee (for example, a processor's fixed dispute fee), and (b) the cost of any compute already consumed but not yet paid for; and
• Retain limited records reasonably necessary to investigate fraud and recover amounts owed, handled in accordance with our Privacy Policy.
• Return of Unused Balance: Any genuinely unused balance remaining on your ledger will be refunded to you, less the actual costs described above and any non-refundable processing fees. We do not confiscate or forfeit your unused funds as a penalty.

4. PROHIBITED USAGE

You may not use our API infrastructure to:

• Conduct unauthorised adversarial system testing, prompt injection attacks, or security jailbreaking aimed at forcing Upstream Providers to bypass safety limits;
• Transmit or generate illegal material, cyber-weapon scripts, child sexual abuse material, or content designed to orchestrate real-world violence;
• Deploy scraping bots or denial-of-service loops designed to overload our proxy nodes;
• Breach the acceptable use policy of any Upstream Provider, or any applicable law.

5. AUSTRALIAN CONSUMER LAW

• Non-Excludable Guarantees: Our services come with guarantees that cannot be excluded under the ACL, including that services will be provided with due care and skill and will be reasonably fit for any purpose made known to us. Nothing in these Terms excludes, restricts or modifies those guarantees.
• "Consumer" Status: You may be a "consumer" under the ACL even where you acquire the service for business purposes — including where the amount paid is $100,000 or less. Your statutory rights apply regardless of any contrary statement in these Terms.

6. SERVICE WARRANTIES AND LIABILITY

• As-Is Provision (subject to clause 5): Other than the guarantees that cannot be excluded by law, the services are provided on an "as-is" basis. We do not warrant the uptime, generation speed, accuracy, or safety of content returned by third-party Upstream Providers, which we do not control.
• Limitation Where Permitted: Where the ACL allows us to limit our liability for a failure to comply with a consumer guarantee (and the service is not of a kind ordinarily acquired for personal, domestic or household use), our liability for that failure is limited, at our option, to resupplying the services or paying the cost of resupplying the services.
• Liability Cap: Subject to clause 5 and to the maximum extent permitted by law, our aggregate liability for any claim arising out of this agreement will not exceed the total amount you paid to us in the three (3) months directly preceding the event giving rise to the claim.
• Excluded Loss: To the maximum extent permitted by law, we are not liable for indirect or consequential loss, loss of profits, loss of data, or loss arising from the acts, omissions or content of any Upstream Provider.

7. INDEMNIFICATION

To the extent permitted by law, you agree to indemnify and hold harmless the Company and its directors and officers from third-party claims, legal fees, or damages arising out of: (a) your applications or use of the API; (b) content you transmit or generate through the service; or (c) your breach of these Terms or of an Upstream Provider's policies. This indemnity does not apply to the extent the relevant loss is caused by our own breach, negligence, or unlawful conduct.

8. GST

Unless expressly stated otherwise, all fees are exclusive of GST. If GST is payable on a taxable supply we make to you under these Terms, you must pay us the GST in addition to the fee, and we will issue a valid tax invoice. Terms used in this clause have the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

9. TRUSTEE LIMITATION OF LIABILITY

Seamless Ventures Pty Ltd enters into these Terms only in its capacity as trustee of the Seamless Ventures Trust (the "Trust") and not in its personal capacity. Its liability under these Terms is limited to, and may be satisfied only out of, the assets of the Trust from which it is actually indemnified. This limitation does not apply, and the Company's liability is not limited, to the extent that its right of indemnity out of the Trust assets is reduced as a result of its own fraud, negligence, or breach of trust. Nothing in this clause limits any right or remedy you have under the ACL or any other law that cannot be excluded.

10. JURISDICTION

These Terms are governed by the laws of the State of Queensland, Australia. You and the Company submit to the non-exclusive jurisdiction of the courts of Brisbane, Queensland, Australia and courts competent to hear appeals from them.

Questions about these Terms can be directed to [email protected].