Master Terms & Conditions of Supply

Idionic Pty Ltd (ABN 14 699 014 045) trading as Premya

Registered office: 79 St Georges Terrace, Perth WA 6000 · hello@idionic.com

Version 1.0 · Effective 22 June 2026

1. About these terms

1.1 These Master Terms and Conditions of Supply (Terms) govern the supply by Idionic Pty Ltd ABN 14 699 014 045 (Idionic, we, us, our) of the Premya appliance, software and managed services to the customer named in the Order Form (Customer, you, your).

1.2 Premya is a brand and product of Idionic. References to "Premya" are references to Idionic's products and services.

1.3 These Terms, together with each Order Form, the Software Licence Terms, the Acceptable Use Policy, the Privacy Policy and the AI Use Disclaimer (each as amended from time to time), form the entire agreement between the parties (Agreement) for the supply described in the Order Form.

1.4 Order of precedence. If there is any inconsistency, the documents apply in this order: (a) the Order Form (for commercial terms specific to that order); (b) these Terms; (c) the Software Licence Terms; (d) the Acceptable Use Policy; (e) any other policy referenced. A term in an Order Form prevails over these Terms only where it expressly states that it is varying a specified clause of these Terms.

1.5 By signing an Order Form, or by accepting delivery of, installing, accessing or using any part of Premya, the Customer agrees to be bound by the Agreement.

2. Definitions

Appliance means the hardware unit (server and components) supplied by Idionic and configured to run the Premya Platform, as described in the Order Form.

Confidential Information means information disclosed by one party (Discloser) to the other (Recipient) that is by its nature confidential, is designated as confidential, or that the Recipient ought reasonably to know is confidential, including the Customer Data, the Premya software and its architecture, pricing, and the terms of the Agreement. It does not include information that is or becomes public other than through breach, was lawfully known before disclosure, or is independently developed.

Customer Data means all data, documents, files, prompts, queries, content and other material that the Customer or its Users input into, store on, or generate using the Appliance or Premya Platform.

Heartbeat Data has the meaning given in clause 9.3.

Intellectual Property Rights means all current and future intellectual property rights including copyright, patents, trade marks, designs, trade secrets, know-how and rights in software, whether registered or unregistered.

Managed Services means the installation, configuration, hardening, monitoring, model updates, patching and support services described in clause 7 and the Order Form, provided under the Retainer.

Open-Weight Models means third-party open-weight or open-source AI models (such as Llama, Qwen, Gemma, DeepSeek and similar) made available for use on the Appliance.

Order Form means a written order, proposal or quotation issued by Idionic and accepted by the Customer, describing the Appliance, tier, fees and any order-specific terms.

Output means any text, summary, answer, classification, code or other material generated by the Premya Platform in response to a User input.

Premya Platform or Software means Idionic's proprietary software supplied with the Appliance, including the private chat interface, knowledge/retrieval (RAG) features, assistants, administration and audit functions, and the inference gateway, but excluding the Open-Weight Models.

Retainer means the recurring monthly managed-service and software-licence fee specified in the Order Form.

Tier means the Premya service tier selected in the Order Form (for example Core, Pro or Enterprise).

User means an individual the Customer authorises to access the Appliance or Premya Platform.

3. Structure of the supply

3.1 What you are buying. Under the Agreement, Idionic supplies:

(a) the Appliance, by way of sale — title to the hardware passes to the Customer in accordance with clause 5;

(b) a licence to use the Premya Platform software, on the terms of the Software Licence Terms — the Software is licensed, not sold, and all Intellectual Property Rights in it remain with Idionic; and

(c) the Managed Services, provided on an ongoing basis under the Retainer.

3.2 The hardware sale and the Software licence/Managed Services are interdependent: the Software licence and the right to use the Appliance's Premya functionality continue only for so long as the Retainer is paid and the Agreement is on foot (see clauses 8 and 12).

4. Term and renewal

4.1 The Agreement starts on the date the Order Form is signed (or the date of first delivery, if earlier) and continues for an initial term of twelve (12) months from the date the Managed Services commence (Initial Term), unless a different Initial Term is stated in the Order Form.

4.2 Auto-renewal. At the end of the Initial Term, and at the end of each renewal term, the Agreement automatically renews for successive twelve (12) month terms (each a Renewal Term) unless either party gives the other written notice of non-renewal at least sixty (60) days before the end of the then-current term.

4.3 Idionic may adjust the Retainer for any Renewal Term by giving at least sixty (60) days' written notice before the renewal. If the Customer does not accept the adjustment, it may give notice of non-renewal under clause 4.2.

5. The Appliance (hardware)

5.1 Delivery and installation. Idionic will deliver and install the Appliance at the Customer's site(s) specified in the Order Form, in accordance with the rollout plan. The Customer must provide a suitable, secure environment (space, power, cooling, network and physical security) and reasonable access and cooperation.

5.2 Title and risk. Risk in the Appliance passes to the Customer on delivery to the Customer's site. Title to the Appliance passes to the Customer only once Idionic has received payment in full of the appliance price. Until title passes, the Customer holds the Appliance as bailee and must not encumber it.

5.3 Customer responsibilities for the Appliance. Once installed, the Customer is responsible for the physical security, environmental conditions, power and network connectivity of the Appliance, and must not move, open, modify, repair or tamper with the Appliance hardware except as directed or authorised by Idionic. Unauthorised tampering may void warranties and is at the Customer's risk.

5.4 Hardware warranty. Idionic warrants the Appliance hardware against defects in materials and workmanship for twelve (12) months from the date of installation (Hardware Warranty Period). This warranty:

(a) is in addition to the component manufacturers' warranties, which Idionic will pass through to the Customer to the extent it is able;

(b) is limited, at Idionic's election, to repair or replacement of the affected component or Appliance, or refund of the price of the affected component;

(c) does not cover damage caused by misuse, accident, unauthorised modification, the Customer's environment (power, cooling, moisture, etc.), or any cause outside Idionic's reasonable control.

5.5 The warranty in clause 5.4 is separate from, and does not limit, the Customer's non-excludable rights under the Australian Consumer Law (see clause 11).

6. Software licence

6.1 The Premya Platform is licensed to the Customer on the terms of the Premya Software Licence Terms (EULA), which form part of the Agreement.

6.2 In summary (and subject to the full Licence Terms): the Customer receives a non-exclusive, non-transferable, non-sublicensable licence to use the Premya Platform on the Appliance, for the Customer's internal business purposes, for the number of Users and within the Tier limits in the Order Form, for as long as the Agreement is on foot and the Retainer is paid.

6.3 The Customer must not, and must not permit any person to, copy, modify, reverse engineer, decompile, disassemble, create derivative works of, sublicense, resell, or attempt to extract the source code of the Premya Platform, except to the extent these restrictions cannot lawfully be excluded.

6.4 Open-Weight Models. The Open-Weight Models are third-party materials made available on the Appliance and are subject to their own respective open-source/open-weight licences. Idionic does not own the Open-Weight Models and gives no warranty or indemnity in respect of them (see clauses 10 and 11). The Customer is responsible for complying with the applicable model licences for its use.

7. Managed Services and support

7.1 Under the Retainer, Idionic provides the Managed Services for the selected Tier, which may include: installation and hardening; monitoring of appliance health; security patching; model updates and refresh; and support, as described in the Order Form.

7.2 Support hours. Unless the Order Form states otherwise, support is provided during business hours, Australian Western Standard Time (AWST), Monday to Friday excluding Western Australian public holidays.

7.3 Support response targets. Idionic will use reasonable endeavours to meet the following response-time targets (these are targets for the time to first response, not resolution times, and not uptime guarantees):

(a) Core: next business day;

(b) Pro: same business day for standard requests; within four (4) business hours for high-priority requests;

(c) Enterprise: as set out in the formal Service Level Agreement (SLA) in the Order Form.

7.4 No uptime guarantee. The Appliance operates on the Customer's premises and depends on the Customer's site, power, network and environment. Idionic does not warrant or guarantee any level of uptime or availability, and is not responsible for unavailability caused by the Customer's environment, power, network, premises, acts or omissions, or by any cause outside Idionic's reasonable control.

7.5 Remote management. The Customer authorises Idionic to remotely manage, monitor, patch and update the Appliance and Premya Platform as part of the Managed Services. Remote management is limited as described in clause 9 (Idionic does not access Customer Data).

7.6 Model updates. Idionic may update, replace or remove Open-Weight Models and Software components for security, performance, licensing or supportability reasons. Idionic will use reasonable endeavours to avoid material reduction of core functionality.

8. Fees, payment and direct debit

8.1 The Customer must pay the fees set out in the Order Form, comprising:

(a) the one-off Appliance price (hardware and build/installation); and

(b) the recurring monthly Retainer (software licence and Managed Services) for the selected Tier.

8.2 Appliance price. The Appliance price is invoiced on order or on delivery as stated in the Order Form, and is payable within fourteen (14) days of the invoice date. The Appliance price is non-refundable once the Appliance has been delivered, except to the extent of the Customer's non-excludable rights under the Australian Consumer Law.

8.3 Retainer — monthly in advance by direct debit. The Retainer is payable monthly in advance, on the 1st day of each month, by direct debit from the Customer's nominated account. The Customer must complete and maintain a valid direct debit authority for the term of the Agreement. The first Retainer payment may be pro-rated to the start date and collected on commencement.

8.4 All fees are exclusive of GST, which the Customer must pay in addition where applicable, on receipt of a valid tax invoice.

8.5 Late or failed payment. If a direct debit fails or any amount is not paid when due, Idionic may (without limiting its other rights): (a) charge interest on overdue amounts at a rate of 4% per annum above the Reserve Bank of Australia cash rate target, calculated daily from the due date until payment; (b) recover reasonable costs of collection; and (c) after giving at least ten (10) business days' written notice, suspend the Software licence, Managed Services and/or Premya functionality until payment is made. Suspension does not relieve the Customer of its payment obligations.

8.6 The Customer must not set off, withhold or deduct any amount from fees payable without Idionic's written agreement or a court order.

9. Data, privacy and the sovereignty model

9.1 Customer owns its data. As between the parties, the Customer owns all right, title and interest in the Customer Data. Idionic claims no ownership of, and acquires no rights in, the Customer Data except the limited rights necessary to perform the Agreement.

9.2 Data stays on premises. The Premya Platform is designed so that inference, retrieval and the Customer Data remain on the Appliance, on the Customer's premises. In ordinary operation, Customer Data — including prompts, conversation text, document content, file names, chunk text, and User names or emails — is not transmitted to Idionic or any third party.

9.3 Heartbeat Data (metadata only). As part of the Managed Services, the Appliance sends Idionic a periodic operational "heartbeat" over a secured (mutually authenticated) channel. The heartbeat contains operational metadata and aggregate counts only — for example: appliance identifier, software version, engine and model names, tier and licence key, health status indicators, uptime, and aggregate counts (such as numbers of users, documents, messages and conversations). The heartbeat does not contain, and is designed never to contain, any Customer Data — no prompt or conversation text, no document content or file names, and no personal information of Users (Heartbeat Data). Idionic uses Heartbeat Data solely to monitor appliance health, manage licensing and provide the Managed Services.

9.4 No access to Customer Data. In providing remote Managed Services, Idionic does not access the Customer Data. Where on-site or remote support genuinely requires access to a part of the system that may contain Customer Data, Idionic will seek the Customer's prior authorisation and act on the Customer's instructions.

9.5 Privacy. Each party will comply with the Privacy Act 1988 (Cth) and the Australian Privacy Principles to the extent they apply to it. Because Customer Data remains on the Customer's premises and is not accessed by Idionic in ordinary operation, the Customer is responsible as the entity that handles the personal information processed on the Appliance. Idionic's handling of any personal information it does collect (for example, Customer contact details and Heartbeat Data) is described in the Premya Privacy Policy.

9.6 Security. Idionic will take reasonable steps to design and maintain the Premya Platform with appropriate security controls. Idionic makes no certification or compliance claim (for example, ISO or SOC 2) unless and until expressly stated in writing in an Order Form. The Customer is responsible for the security of its own premises, network, accounts and User access.

10. Intellectual property

10.1 Idionic IP. Idionic owns and retains all Intellectual Property Rights in the Premya Platform, the Appliance configuration and build, Idionic's methodologies, and all improvements, updates and derivatives of them. Nothing in the Agreement transfers any of Idionic's Intellectual Property Rights to the Customer; the Customer receives only the licence in clause 6.

10.2 Customer IP and data. The Customer retains all Intellectual Property Rights in the Customer Data.

10.3 Feedback and customisations. Where the Customer (including as a design partner) provides feedback, suggestions, requirements, or requests customisations or new features, all Intellectual Property Rights in any resulting developments, customisations, features and improvements to the Premya Platform vest in, and are owned exclusively by, Idionic, with effect from creation. The Customer assigns to Idionic all such rights and will do all things reasonably necessary to give effect to this clause. The Customer receives the benefit of those developments under its existing licence; it acquires no ownership interest in them.

10.4 Open-Weight Models remain the property of their respective owners and are licensed under their own terms (clause 6.4).

11. Warranties, disclaimers and the Australian Consumer Law

11.1 Australian Consumer Law (ACL). Nothing in the Agreement excludes, restricts or modifies any consumer guarantee, right or remedy conferred by the Competition and Consumer Act 2010 (Cth) (including the Australian Consumer Law) or any other law, where to do so would be unlawful (Non-Excludable Rights).

11.2 Limitation where permitted. To the extent Idionic is able to limit its liability for a failure to comply with a consumer guarantee (other than a guarantee that by law cannot be limited), Idionic's liability is limited, at Idionic's option, to:

(a) for goods: the replacement or repair of the goods, the supply of equivalent goods, or payment of the cost of doing so; and

(b) for services: the resupply of the services, or payment of the cost of resupply.

11.3 AI Output is not advice. The Customer acknowledges and agrees that:

(a) the Premya Platform uses AI models that generate Output probabilistically; Output may be inaccurate, incomplete, outdated or misleading, and may contain errors or fabricated content ("hallucinations");

(b) Output does not constitute legal, professional, financial or other advice, and must not be relied upon as such;

(c) the Customer and its Users remain solely responsible for reviewing, verifying and exercising independent professional judgement on any Output before relying on or acting on it, and for their professional and regulatory obligations;

(d) Idionic does not warrant the accuracy, completeness, fitness or suitability of any Output for any purpose.

This clause is subject to the Non-Excludable Rights.

11.4 General disclaimer. To the maximum extent permitted by law and subject to the Non-Excludable Rights, the Premya Platform, Appliance, Open-Weight Models and Output are provided "as is", and Idionic excludes all warranties, guarantees and representations not expressly set out in the Agreement.

12. Limitation of liability

12.1 This clause applies to the maximum extent permitted by law and is subject to the Non-Excludable Rights in clause 11.1.

12.2 No indirect or consequential loss. Neither party is liable to the other for any indirect, special or consequential loss, or for any loss of profit, revenue, goodwill, anticipated savings, business opportunity, or loss or corruption of data, however arising (whether in contract, tort including negligence, statute or otherwise), even if advised of the possibility.

12.3 Liability cap. Idionic's total aggregate liability to the Customer arising out of or in connection with the Agreement in any twelve (12) month period is limited to:

(a) for claims relating to the Appliance hardware: the price paid for the Appliance; and

(b) for all other claims: the total Retainer fees paid by the Customer in the twelve (12) months immediately before the event giving rise to the liability.

12.4 Carve-outs from the cap. The cap in clause 12.3 does not apply to: (a) the Customer's obligation to pay fees; (b) a party's breach of confidentiality (clause 14); (c) Idionic's IP indemnity in clause 13.1; (d) liability for death or personal injury caused by a party's negligence; (e) fraud or wilful misconduct; or (f) any liability that cannot be limited by law.

12.5 Customer responsibility. Idionic is not liable for loss or damage to the extent caused by the Customer's breach, misuse of Premya, failure to verify Output (clause 11.3), the Customer's environment or network, unauthorised access resulting from the Customer's failure to secure its accounts or premises, or use of Premya contrary to the Acceptable Use Policy or applicable law.

12.6 Each party must take reasonable steps to mitigate its loss.

13. Indemnities

13.1 Idionic IP indemnity (limited). Idionic will indemnify the Customer against loss the Customer suffers from a third-party claim that the Customer's permitted use of the Premya Platform software (as supplied by Idionic and used in accordance with the Agreement) directly infringes that third party's Australian Intellectual Property Rights. This indemnity excludes any claim arising from: (a) the Open-Weight Models; (b) the Customer Data or the Customer's inputs or use; (c) use of Premya in combination with anything not supplied by Idionic; (d) modifications not made by Idionic; or (e) use contrary to the Agreement. Idionic's liability under this indemnity is subject to clause 13.3 and is not capped by clause 12.3.

13.2 Customer indemnity. The Customer indemnifies Idionic against loss Idionic suffers from a third-party claim arising out of: (a) the Customer Data; (b) the Customer's or its Users' use of Premya or Output in breach of the Agreement, the Acceptable Use Policy or applicable law; or (c) the Customer's breach of clause 6.3 (licence restrictions).

13.3 Indemnity procedure. The indemnified party must promptly notify the indemnifying party of the claim, allow the indemnifying party to control the defence and settlement (provided no settlement imposes a non-indemnified obligation on the indemnified party without consent), and provide reasonable assistance. The indemnity is reduced to the extent the indemnified party's act or omission contributed to the loss.

14. Confidentiality

14.1 Each party must keep the other's Confidential Information confidential, use it only for the purposes of the Agreement, and not disclose it except to its personnel and advisers who need to know and are bound by equivalent obligations, or as required by law.

14.2 These obligations continue during the Agreement and for three (3) years after it ends, except for Idionic's Confidential Information comprising the Premya software and its architecture, and either party's trade secrets, which remain confidential for as long as they retain their confidential character.

15. Suspension and termination

15.1 Termination for cause. Either party may terminate the Agreement immediately by written notice if the other party: (a) commits a material breach that is not remedied within fourteen (14) days of written notice; or (b) becomes insolvent, has an administrator or liquidator appointed, or is unable to pay its debts as they fall due.

15.2 Suspension for non-payment. Idionic may suspend under clause 8.5.

15.3 Effect of termination or expiry.

(a) The Software licence and the right to use the Premya functionality end. The Customer retains ownership of the Appliance hardware (if title has passed) but the Premya Platform may cease to function without an active licence and Managed Services.

(b) The Customer must pay all fees accrued up to the effective date. Retainer fees already paid are non-refundable except where the Customer terminates for Idionic's uncured material breach.

(c) The Customer Data remains on the Appliance under the Customer's control; Idionic has no obligation to retain or return Customer Data as it does not hold it.

(d) Idionic may remotely deactivate the Software licence and remove Idionic's proprietary components on termination, giving the Customer reasonable prior notice.

15.4 Clauses that by their nature should survive termination (including 6.3, 9, 10, 11, 12, 13, 14, 15.3 and 18) survive.

16. Insurance

16.1 Idionic will maintain insurance appropriate to its business, including professional indemnity and public/product liability cover, at levels it considers adequate, and will have such cover in place before commencing supply to the Customer. Idionic will provide evidence of cover on reasonable request.

17. Force majeure

17.1 Neither party is liable for any delay or failure to perform (other than a payment obligation) caused by an event beyond its reasonable control, including natural disasters, fire, power or network failure, supply-chain disruption, pandemic, or government action. The affected party must notify the other and use reasonable efforts to mitigate.

18. Governing law and dispute resolution

18.1 The Agreement is governed by the laws of Western Australia, and each party submits to the non-exclusive jurisdiction of the courts of Western Australia.

18.2 Escalation before litigation. Before commencing proceedings (other than for urgent injunctive relief or to recover an undisputed debt), the parties must first attempt to resolve the dispute by: (a) good-faith negotiation between senior representatives; and if not resolved within fifteen (15) business days, (b) mediation in Perth, Western Australia administered by a mediator agreed by the parties (or, failing agreement, nominated by the Law Society of Western Australia).

19. General

19.1 Assignment. The Customer must not assign or novate the Agreement without Idionic's written consent. Idionic may assign or novate to a related body corporate or in connection with a sale of its business.

19.2 Variation. Idionic may update these Terms and the referenced policies from time to time; the version in force at the start of the then-current term applies for that term, and changes take effect at the next Renewal Term or as required by law, unless otherwise agreed.

19.3 Notices must be in writing and sent to the parties' nominated addresses (for Idionic, hello@idionic.com).

19.4 Entire agreement. The Agreement is the entire agreement between the parties and supersedes all prior discussions and representations, except for any statutory rights and any fraudulent representation.

19.5 Severance. If any provision is unenforceable, it is read down or severed to the minimum extent necessary, without affecting the rest.

19.6 No waiver. A failure or delay in exercising a right is not a waiver of it.

19.7 Relationship. The parties are independent contractors; nothing creates a partnership, agency or employment relationship.

Premya — an Idionic company. Idionic Pty Ltd ABN 14 699 014 045, 79 St Georges Terrace, Perth WA 6000.