These Subscription Terms of Service ("Terms") form a binding agreement between you ("Subscriber", "you", "your") and CARTT.AI (ABN 71 393 051 974) of Byron Bay, New South Wales, Australia ("CARTT.AI", "we", "us", "our"), and govern your access to and use of the CARTT.AI platform (the "Service").
1. About these terms
By signing up for the Service, ticking the acceptance checkbox during signup, or accessing the Service in any way, you confirm that:
- You have read and agree to these Terms
- You are at least 18 years old and have authority to bind the entity you are signing up for
- The information you provide during signup is true and complete
If you do not agree to these Terms, do not use the Service.
These Terms are accompanied by, and incorporate by reference, the:
Where you have purchased guided onboarding, the Done-for-You Service Terms also apply.
2. The Service
2.1 What the Service provides
The Service is a multi-tenant e-commerce platform that enables you to:
- Operate one or more online storefronts under your domain
- Manage products, customers, orders, content, and marketing
- Accept payments through integrated payment gateways
- Use AI-assisted content generation, image enhancement, and analytics features
- Integrate with third-party services (warehouse management, accounting, point-of-sale)
The specific features available to you depend on your Plan.
2.2 Plans
The Service is offered in four Plans:
- Foundation — entry tier, retail-focused
- Growth — small business with marketing automation
- Operator — multi-portal and B2B-capable
- Network — marketplace and multi-tenant orchestration
Each Plan has different feature entitlements, usage limits, and pricing. The current Plan offering, pricing, and entitlements are published at cartt.ai/#pricing and incorporated by reference into these Terms. We may change Plan offerings or features as described in section 13.
2.3 Multi-tenant nature
The Service is a multi-tenant platform. You acknowledge that:
- Your data is logically segregated but physically stored on shared infrastructure
- Service capacity is shared across all Subscribers
- We may impose fair-use limits to prevent any single Subscriber from degrading Service quality for others (described in your Plan's feature limits)
- Scheduled maintenance and emergency maintenance affecting all Subscribers may occasionally cause Service interruption
3. Your account
3.1 Account creation
You create your account by completing the signup flow and accepting these Terms. We may decline to provide the Service at our discretion.
There are two ways in, and they differ on exactly one point: when we ask for a card. Signing up at cartt.ai/signup asks for no payment details at all — you get your account, your welcome credit and a 14-day setup window, and because we hold no payment method, nothing can be charged to you during it or at the end of it. Subscribing to a Plan is the separate step, and that is where payment details are collected: you are taken to the payment provider, who collects and holds the card, and a paid subscription begins. Section 4.2 describes how the setup window works once a subscription exists. Nothing in these Terms authorises a charge before you have chosen a Plan and provided a payment method.
3.2 Account security
You are responsible for:
- Keeping your account credentials confidential
- All activity that occurs under your account, subject to the two exceptions set out immediately below
- Promptly notifying us of any unauthorised access or security incident affecting your account
Two things sit outside that second bullet, and it would not be fair to leave them inside it. The first is us. A platform administrator at CARTT.AI can sign in as your administrator to diagnose a problem, provision your account or respond to an incident, and where an account is managed by an agency under our white-label programme, that agency's staff can do the same for the clients assigned to them. What we do while signed in that way is our responsibility, not the account holder's. What an agency's staff do that way turns on who is reading this. If you are a merchant whose account is managed by an agency, their sign-ins are not your responsibility; your arrangement about them is with the agency, on the agency's own terms. If you are the agency, they are yours — and section 8.2 puts it more broadly still, because an agency is our Subscriber for every account assigned to it and answers to us under these Terms for the use made of those accounts, including the use its own clients make of them. Section 7.3 of our Privacy Policy describes that access and records that every entry of either kind is logged. The second is someone who had no business being there at all: you are not responsible for unauthorised access to your account, except to the extent it followed from your own failure to keep your credentials confidential or to tell us promptly once you knew. What this clause is for is the ordinary case — you, your staff, and anyone you have given a login to.
We are not liable for losses arising from your failure to maintain account security.
3.3 Additional users
Your Plan determines the number of additional admin users you may add to your account. These Terms are accepted once for your account, by the person who signs it up. When you invite an additional admin user, you are responsible for ensuring they are aware of and abide by these Terms; their use of the Service is on your account and binds you.
4. Fees, billing, and payment
4.1 Subscription fees
Subscription fees are payable monthly (or annually, where annual prepayment is offered) in advance. The fees applicable to your Plan are published at cartt.ai/#pricing and confirmed in your signup confirmation.
All fees are quoted in Australian dollars (AUD) and are exclusive of GST unless stated otherwise.
4.2 Setup window and your first billing cycle
This section applies once you have subscribed to a Plan. If you created an account without payment details, as section 3.1 describes, there is nothing here to apply until you do: no payment method is held, so no subscription fee and no onboarding fee can be taken. When the setup window ends your account simply activates. It does not receive a plan allowance at that point — the monthly Wallet allowance described in section 4.5 attaches to a paid Plan, so your first allowance arrives with your first paid billing cycle. The welcome credit granted at signup is separate and is yours either way, subject to its own expiry.
When you subscribe, your payment details are collected and held by the payment provider and a 14-day setup window opens. You are not charged a subscription fee at the point of subscribing. The setup window is provided so that you can complete the onboarding form, configure and theme your store, get it live, and decide whether you want to continue.
PayPal is currently an exception. Our PayPal billing plans do not yet carry the free setup window, so a subscription started through PayPal is charged its first subscription fee at signup rather than 14 days later. If you have signed up through PayPal and want the setup window applied, contact legal@cartt.ai and we will refund or credit that first charge accordingly.
Your first billing cycle activates when the setup window ends, and the first subscription payment is taken at that point. Subsequent cycles run calendar month to calendar month, charged in advance on the same day of each month — so a cycle may be 28, 29, 30 or 31 days long. Where a month has no corresponding day, the charge falls on the last day of that month. Annual plans are charged in advance for a 12-month period.
4.3 Starting onboarding early
You do not have to wait for the setup window to run its course. You may fast-track onboarding at any time during the window using Start onboarding now in your dashboard. Doing so brings your onboarding forward and charges the one-time onboarding fee to your payment method on file at that point rather than at the end of the window. It follows that this option is available once you have subscribed; without a payment method there is nothing to charge and nothing to bring forward.
4.4 Onboarding fees
A one-time onboarding fee applies to each Plan and covers guided setup, theme and product import, and payment-gateway configuration. The onboarding fee is charged against a subscription: it is taken when your first subscription payment succeeds at the end of your setup window — or earlier if you choose to start onboarding ahead of time as described in section 4.3 — and onboarding work begins once it is paid. If you created an account without payment details, no onboarding fee is charged unless and until you subscribe. If you pay by PayPal we will contact you to arrange the fee separately. Section 2 of the Done-for-You Service Terms sets this out in full and prevails over this summary.
Because the onboarding fee pays for work performed for you, it is non-refundable once the work has been delivered, except where a refund is required under the Australian Consumer Law. Where the fee has been charged but the work has not yet begun or is only partly delivered, the refund rules in section 6.2 of the Done-for-You Service Terms apply and prevail over this section. Onboarding is otherwise governed by those terms.
4.5 Wallet credits
Your Plan includes a monthly Wallet credit allowance that may be used to pay for variable-cost services (AI generation, premium features, and similar). Wallet credits are governed by the Wallet Credit Terms.
4.6 Payment methods
We accept payment by credit or debit card via our payment gateway provider, and by PayPal. Direct debit may become available at a later date for certain Plans. You authorise us to:
- Charge your payment method for all amounts due
- Re-attempt a failed payment, where your payment gateway supports it
- Suspend or terminate your account for continued non-payment
4.7 Failed payments
If a scheduled payment fails:
- Your subscription is marked past due, and we may retry the payment where your payment gateway supports it. Your payment gateway will generally email you about the failed charge; we will contact you where we need to
- If the payment remains unpaid, we may suspend your account. Suspension restricts the paid features your Plan entitles you to; we may additionally take your storefront offline or restrict your admin panel, and will tell you if we do
- After 30 days of unpaid suspension, we may terminate your account and delete your data, with prior notice to you
4.8 Pricing changes
We may change Plan pricing with at least 60 days written notice to you. Annual price increases on existing Plans are capped at 5% per year. If you do not accept a price change, you may cancel your subscription before the change takes effect; your existing pricing remains in force until the change date.
4.9 Taxes
You are responsible for any taxes, duties, or levies imposed by your government on your purchase of the Service (other than CARTT.AI's income taxes). Where GST applies, it is added to your invoice.
4.10 Refunds
Subscription fees paid in advance are generally non-refundable. However:
- If you cancel mid-cycle, your access continues until the end of the period you have already paid for, and no further fees are charged. Prepaid subscription fees for the current period are not separately refunded or converted to Wallet credit. A cancellation that forms part of a plan change works differently, and section 4.11 sets out how
- If we materially breach these Terms and fail to cure within 30 days of written notice, you may cancel and receive a pro-rata cash refund of unused prepaid fees
- If we terminate for convenience under section 11.2 — that is, without any fault on your part — you receive a pro-rata cash refund of unused prepaid fees. This is not discretionary. We chose to end the arrangement, so we do not keep money for a period we will not be serving you. The same applies if we terminate because continuing to provide the Service would expose us to legal risk and that risk did not arise from your conduct
- If you cancel because you do not accept a material change to these Terms, section 13.2 gives you a pro-rata cash refund of unused prepaid fees, effective from the date the change would have taken effect
- Onboarding fees are governed by section 4.4 and the scope-specific remedies in the Done-for-You Service Terms
- Statutory rights under the Australian Consumer Law are not affected by this clause
4.11 Changing plans
A plan change — up or down — takes effect immediately. What happens mechanically is that we start a new subscription on the new plan and cancel the old one at the same moment, and that has three consequences we would rather state than let the word "immediately" carry:
- The new plan is charged in full at the moment of the change, not from your next renewal date
- The old subscription ends at that moment rather than running to the end of the period you had already paid for, so the mid-cycle cancellation rule in section 4.10 does not apply to it
- There is currently no pro-rating in either direction: the unused part of the period you had paid for on the old plan is not refunded and is not converted to Wallet credit
So a change made in the middle of a cycle costs you the remainder of the cycle you had paid for. If the timing matters to you — mid-cycle, it usually does — contact us at legal@cartt.ai before you make the change and we will work the timing out with you, including holding the change until your renewal date. Nothing in this section limits any right you have under the Australian Consumer Law.
5. Your data and Content
5.1 Your ownership
You retain all ownership rights in:
- The Content you upload to the Service
- Your customer data (your End Customers' details)
- Your product, order, and transaction data
- Any AI-generated Content produced by the Service from your inputs (subject to section 5.5)
5.2 Licence to us
To provide the Service, you grant us a non-exclusive, worldwide, royalty-free licence to:
- Host, store, copy, transmit, display, and process your Content as needed to provide the Service
- Use your Content to train Service-improving systems only in de-identified, aggregated form
- Share your Content with subcontractors and service providers acting on our behalf, under equivalent confidentiality obligations
This licence ends when your account is terminated, subject to the data export and deletion provisions in section 11.
5.3 Data location
Your data is stored on infrastructure located in Australia, and we do not transfer your stored records offshore. Processing is a separate question: AI features transmit the input for each request to AI providers that operate globally, and some other processors — payment gateways, SMS gateways, marketplaces, email address verification, and the accounting, inventory and shipping systems you connect — operate outside Australia. Email we send runs through a Sydney-region service by default, but if you point your transactional email at your own SMTP relay it goes wherever that relay is. Limited operational access may occur from staff or contractors outside Australia, under appropriate confidentiality and data-handling commitments. Section 7.1 of our Privacy Policy sets out the overseas processing, and prevails over this summary.
5.4 Backups
We maintain regular backups of your data for disaster recovery purposes, stored within Australia. Backups run on a tiered rotation — frequent copies are kept for a short window, and less frequent copies for longer — so no single figure describes them all. The rotation is designed so that a copy ages out within 35 days, and most are deleted well before that: the database rotation, for instance, hard-deletes after seven days. We describe 35 days as the period the rotation is built around rather than as a guarantee about every copy, because the longer-interval tiers are managed by our backup provider rather than by a scheduler we control. If you need the position on a specific copy of your data, ask us and we will find out. Section 7.2 of our Privacy Policy describes retention generally and prevails over this section.
5.5 AI-generated Content
The Service uses AI models (provided by us and by third-party AI providers) to generate content such as product descriptions, images, and recommendations. AI-generated Content is governed by the AI Content Disclaimer. In summary:
- We do not warrant the accuracy, originality, or suitability of AI-generated Content
- You are solely responsible for reviewing, editing, and publishing AI-generated Content. Two categories of feature do not offer a review step before publication — live automated responses such as chatbot replies, and bulk generation jobs that write their results directly to live fields. Section 4 of the AI Content Disclaimer deals with both and prevails over this summary
- Where third-party AI providers process your inputs, we have sought contractual commitments — where the provider offers them — that your inputs are not used to train their general-purpose models. Section 7.1 of the AI Content Disclaimer governs this and prevails over this summary
6. End Customer data
6.1 You decide, we hold
For data the Service collects from your End Customers (your storefront visitors and buyers), you decide what is collected and why — the purposes, the retention, which integrations and AI features are switched on — and we hold that data and act on your instructions and configuration as set out in these Terms.
You will sometimes see this relationship described as "controller and processor". That vocabulary comes from European law, and it is a useful shorthand for who decides what, but it does not divide up legal responsibility under the Privacy Act 1988, which turns on who holds the information. We hold it, so we carry obligations of our own alongside yours — see section 9 of our Privacy Policy, which describes what we do with End Customer information and the direct route we give an End Customer who cannot get an answer from you.
6.2 Your responsibilities
You are responsible for:
- Publishing a privacy policy on your storefront that complies with the Australian Privacy Principles and any other applicable law
- Obtaining lawful consent or other legal basis for collecting and processing End Customer data
- Responding to End Customer requests to access, correct, or delete their personal information
- Notifying End Customers of data breaches as required by law
We will assist you in fulfilling these responsibilities to the extent reasonable.
6.3 Our responsibilities
We will:
- Process End Customer data only as necessary to provide the Service to you
- Apply appropriate technical and organisational security measures
- Notify you without undue delay of any breach affecting your End Customer data
- Cooperate with reasonable requests from you to respond to End Customer rights requests
7. Use of the Service
7.1 Compliance with the Acceptable Use Policy
Your use of the Service is subject to the Acceptable Use Policy. A material breach of the Acceptable Use Policy may result in suspension or termination of your account. We may act immediately, without the 30-day cure period in section 11.2, where the breach cannot be remedied, falls within section 3.2 of that policy, or presents an immediate risk to other Subscribers, to End Customers or to the Service. A material breach that can be remedied gets written notice and a period to remedy it first. Section 8 of the Acceptable Use Policy sets out the full range of responses and how we choose between them, and prevails over this section.
7.2 Compliance with law
You will comply with all applicable laws and regulations in your use of the Service, including without limitation:
- Consumer protection laws
- Privacy and data protection laws
- Anti-spam laws (including the Spam Act 2003 (Cth))
- Intellectual property laws
- Tax laws
7.3 Storefront content
You are responsible for all content displayed on your storefront, including product descriptions, terms of sale, refund policies, and any user-generated content. We do not pre-screen storefront content but may remove or require removal of content that breaches the Acceptable Use Policy.
7.4 Payment processing
Payments through your storefront are processed by third-party payment gateways under direct agreements between you and those gateway providers. When a shopper pays on your storefront, the card number is never readable by us — but how that is achieved differs by gateway, and the difference is worth stating rather than flattening into one word. Some gateways take the shopper to their own hosted page, so the card is entered on the gateway's site and our servers never see the transaction's card fields at all. One tokenises in the shopper's browser: the card goes straight from the browser to the gateway and we receive only the token it returns. And on the eWAY path the card number and security code are encrypted in the shopper's browser with eWAY's own public key before the form is submitted, so what passes through our servers is ciphertext that only eWAY can open — we hold no private key for it. That last case is not tokenisation and we would rather not call it that: the encrypted values do transit our servers, they are simply unreadable to us and are forwarded to eWAY within the same request. We do not store card numbers. No field in the Platform is designated to hold one, and the payment tables that record what we sent to a gateway and what it sent back pass every write through a scrubber at the storage boundary, which masks card numbers and security codes before the row is saved and masks them again when it is read. We would rather describe that control honestly than claim the database is physically incapable of holding a card number: those payload columns are free-form text, so what keeps card data out of them is an application control we maintain and test, not an accident of the schema. Where your storefront offers saved cards, what we store is the gateway's own token for the card together with limited metadata the gateway returns — card brand, last four digits, expiry month and year, and the cardholder name. That is enough to show a shopper which card they saved and to ask the gateway to charge it again; it is not enough to make a payment anywhere else.
There is one path where a card number does pass through our servers, and we would rather name it than imply otherwise. If your staff take an order over the phone and key the card into the admin panel (a MOTO order), the number and security code are submitted to us and forwarded to your gateway within that same request. They are never written to a database field, and error messages from the gateway are scrubbed before they reach any log file or admin screen, so the details do not survive the request. This path exists only for staff-entered phone orders and only where your gateway supports them.
You are responsible for:
- Complying with the gateway provider's terms
- Honouring refunds and chargebacks
- Maintaining PCI DSS compliance to the extent applicable to your storefront
8. Intellectual property
8.1 Our intellectual property
The Service, including all software, designs, documentation, branding, and content created by us, is owned by CARTT.AI and is protected by intellectual property laws. Nothing in these Terms transfers ownership of our intellectual property to you. You are granted a limited, non-exclusive, non-transferable licence to use the Service in accordance with these Terms.
8.2 Restrictions
You will not:
- Copy, modify, or create derivative works of the Service
- Reverse-engineer, decompile, or attempt to extract source code from the Service
- Resell, sublicense, or redistribute access to the Service to third parties (except to operate your own storefront, or under the agency programme described below)
- Use the Service to build a competing product
- Remove or obscure any branding or notices we include in the Service (except as the agency programme described below expressly allows)
Two of those restrictions have a standing exception, and we would rather write it into the Terms than leave it living only on a marketing page. We run a white-label agency programme, and an agency we have accepted into it is authorised to do exactly what the resale restriction and the branding restriction above otherwise prohibit — and only those two, so the restrictions on copying, modifying, reverse-engineering and building a competing product apply to an agency exactly as they apply to any other Subscriber. What an agency may do is to resell the Service to its own clients, to price those clients however it chooses, and to present the admin panel, its emails and its support under the agency's own name, logo and colours rather than ours. That authorisation comes from us setting the agency up in the programme; it covers only the accounts assigned to that agency, and it is not transferable.
Because an agency's client book depends on that authority, we would rather say now what it takes to remove it than reserve a silent right to. An agency may leave the programme at any time on written notice. We may withdraw the authorisation immediately only on a ground that would let us terminate an account immediately under section 11.2, and only those grounds — read that section for the list rather than this one, so that the two can never drift apart. In every other case, including for convenience, we will give 60 days written notice — longer than the 30 days in section 11.2, because what has to be arranged in that time is not one account but a book of clients who are not party to our decision. During the notice period the authorisation continues in full and the assigned accounts keep operating normally, and we will work with the agency so that each of its clients can either continue as a direct Subscriber of ours or move to another agency, whichever the client and the agency prefer. We will not charge the agency or its clients a fee for that transition. Withdrawal of the authorisation is not by itself termination of the agency's own account, and where we withdraw for convenience the pro-rata refund in section 4.10 applies to anything the agency has prepaid for the affected accounts.
What the exception does not do is move anyone outside these Terms. The agency is our Subscriber for the accounts it manages — we bill the agency at its wholesale rate and the agency bills its own client on its own terms, so the client's commercial relationship for what it buys is with the agency and not with us. The agency remains responsible to us under these Terms for every account assigned to it, including the use its clients make of the Service, and the Acceptable Use Policy applies to that use in the ordinary way. Section 7.3 of our Privacy Policy describes the access an agency's staff hold over the accounts assigned to them, which is the part of this arrangement a merchant most needs to know about.
8.3 Feedback
If you provide us with feedback, suggestions, or ideas about the Service ("Feedback"), you grant us a perpetual, worldwide, royalty-free, irrevocable licence to use that Feedback for any purpose, without compensation to you.
9. Confidentiality
Each party will keep the other's Confidential Information confidential and use it only to perform under these Terms. "Confidential Information" means non-public information disclosed by one party to the other and identified as confidential, or that a reasonable person would understand to be confidential. Confidential Information does not include information that:
- Is or becomes publicly known through no fault of the receiving party
- Was rightfully known to the receiving party before disclosure
- Is independently developed by the receiving party without reference to the disclosing party's Confidential Information
- Is rightfully received from a third party without confidentiality obligations
Each party may disclose Confidential Information as required by law, after giving the other party reasonable notice (where lawful) so it can seek a protective order.
10. Warranties and disclaimers
10.1 Our warranty
We warrant that we will provide the Service:
- With reasonable care and skill
- In accordance with applicable laws
- In substantial conformity with the Plan descriptions published at cartt.ai/#pricing and the feature documentation available in your admin panel
10.2 Disclaimers
To the maximum extent permitted by law, and except as expressly stated in these Terms:
- The Service is provided "as is" and "as available"
- We disclaim all other warranties, express or implied, including any implied warranty of merchantability, fitness for a particular purpose, non-infringement, or that the Service will be uninterrupted or error-free
- AI-generated Content carries no warranty of accuracy, originality, or fitness for purpose (see the AI Content Disclaimer)
10.3 Australian Consumer Law
If you are a "consumer" under the Australian Consumer Law, you have rights that cannot be excluded. Nothing in these Terms is intended to exclude, restrict, or modify any non-excludable consumer guarantees. Where we are permitted to limit our liability under the Australian Consumer Law for breach of a non-excludable guarantee, we limit our liability to (at our option) re-supply of the Service or payment of the cost of having the Service re-supplied.
11. Termination and data export
11.1 Your right to cancel
You may cancel your subscription at any time. Cancellation takes effect at the end of your current billing cycle.
The usual way to cancel is in your admin panel, under billing. If your subscription is in a state the admin panel will not act on — most commonly past due after a failed payment — email legal@cartt.ai and we will cancel it for you. We will never treat a failed payment as a reason you cannot stop paying us: a cancellation request by email is effective from the date you send it, regardless of what the admin panel would have allowed.
11.2 Our right to suspend or terminate
We may suspend or terminate your account:
- Immediately, if you materially breach the Acceptable Use Policy in a way that cannot be remedied, falls within section 3.2 of that policy, or presents an immediate risk to other Subscribers, to End Customers or to the Service — a remediable material breach instead gets written notice and a period to remedy it, as section 7.1 describes
- With 30 days notice, if you materially breach these Terms and fail to cure within that period
- With 30 days notice, for convenience (without cause) — in which case section 4.10 gives you a pro-rata cash refund of unused prepaid fees
- Immediately, if continuation of the Service would expose us to legal risk — with the same pro-rata refund where that risk did not arise from your conduct
Termination by us for convenience is a right we expect to use rarely, and never as a way to keep prepaid money: an annual subscriber we terminate without cause is refunded for the months we will not be serving them.
11.3 Data export window
For 30 days following termination — whether by you or by us, and including termination for breach of the Acceptable Use Policy, subject to the narrow exception in section 11.4 — you may:
- Export your data via the export tools we provide (products, customers, orders, content), for as long as your admin panel remains accessible
- Request a one-time bulk data export from us, which we will provide within a reasonable period
If your admin panel is no longer accessible when you ask, request the export from legal@cartt.ai within the 30-day window and we will produce it for you.
After 30 days your data becomes eligible for deletion, and we will delete it from our active systems on that basis. Deletion is not instantaneous at the 30-day mark; if you need confirmation that your data has been deleted, or want it deleted sooner, contact legal@cartt.ai. Backup copies are retained for the backup window described in section 5.4, then deleted.
11.4 Termination for breach of the Acceptable Use Policy
If your account is terminated for material breach of the Acceptable Use Policy, the 30-day export window in section 11.3 still applies to your data. A breach of that policy concerns particular conduct or particular material; it does not turn your products, your customer records, your orders and your content into something you forfeit, and we do not treat it that way.
What we may withhold from an export is the specific material the breach concerns, and then only so far as withholding it is reasonably necessary to address the breach, to protect another person or the Service, or to meet a legal, regulatory or law-enforcement obligation. If we withhold anything we will tell you what and why, unless the law prevents us from saying so. If a court, regulator or law-enforcement agency directs us to preserve or withhold more than that, we will comply with the direction and tell you to the extent we are permitted to.
Separately from the export question, we may retain data for as long as necessary for legal, audit or regulatory purposes. Retaining a copy for those purposes does not entitle us to withhold your export of it.
11.5 Surviving clauses
The following clauses survive termination: 4.10 (refunds), 5.2 (data licence — for the backup retention period only), 8 (intellectual property), 9 (confidentiality), 10 (warranties), 12 (liability), 13 (changes), 14 (general), and any others that by their nature should survive.
12. Limitation of liability
12.1 Cap on our liability
To the maximum extent permitted by law, our total aggregate liability to you arising from or in connection with these Terms or the Service (whether in contract, tort including negligence, breach of statutory duty, or otherwise) in any 12-month period is limited to the amount you paid us for the Service in the 12 months immediately preceding the event giving rise to the claim.
12.2 Excluded losses
To the maximum extent permitted by law, we are not liable for any:
- Loss of profits, revenue, or business
- Loss of data or content (subject to our backup obligations)
- Loss of goodwill or reputation
- Indirect, incidental, consequential, special, or punitive damages
12.3 Your indemnity to us
You will indemnify us against claims, losses, damages, costs and expenses (including reasonable legal fees) that we actually incur, to the extent they are caused by your breach of these Terms or the Acceptable Use Policy, your breach of applicable law, or your negligent or wrongful act or omission, in connection with:
- Your storefront content
- Your products, services, transactions, and dealings with End Customers
- Any claim brought by an End Customer relating to your storefront
This indemnity is deliberately narrower than the one you will find in most platform contracts, and the limits are as much a part of it as the obligation. It does not extend to loss to the extent it is caused by our own breach of these Terms, our negligence, or our wrongful act or omission — you should not have to pay for something we did. It is reduced to the extent we caused or contributed to the loss, or failed to take reasonable steps to mitigate it. And it applies only to a claim that actually arises from your conduct, not to any claim that merely touches your storefront.
It is also capped, and capped at the same figure that limits us. Your total aggregate liability under this indemnity in any 12-month period is limited to the amount you paid us for the Service in the 12 months immediately preceding the event giving rise to the claim — the same limit section 12.1 places on our liability to you. Two narrow exceptions sit outside that cap, and only two: loss to the extent it is caused by your fraud, and loss to the extent it is caused by your wilful misconduct or your deliberate breach of the Acceptable Use Policy. An indemnity with no ceiling on one side of a contract whose other side is capped is not a fair bargain, and we would rather carry the residual risk of an honest mistake than write one.
Where we claim under it, we will notify you promptly, give you the opportunity to conduct the defence of the claim at your own cost (in which case you must not settle it in a way that admits fault on our part or imposes an obligation on us without our consent), and give you reasonable cooperation and access to the records you need. We will not settle a claim you are defending without your consent.
12.4 Our indemnity to you
We will defend you against any claim that the Service (as used in accordance with these Terms) infringes a third party's Australian intellectual property rights, and we will pay any damages and costs awarded against you in connection with such a claim. This indemnity is conditional on you:
- Promptly notifying us of the claim
- Allowing us sole control of the defence and settlement
- Reasonably cooperating with us
If the Service is held, or we reasonably believe it may be held, to infringe, we may at our option modify the Service, procure a licence, or terminate and refund pro-rata.
12.5 Australian Consumer Law
Nothing in this section 12 limits liability that cannot be limited under the Australian Consumer Law.
13. Changes to the Service or Terms
13.1 Service changes
We may change the Service from time to time. We will not materially reduce the functionality of your Plan without:
- Giving you at least 30 days notice, and
- Offering you an opportunity to cancel and receive a pro-rata refund
We may add, remove, or modify non-material features at any time without notice.
13.2 Terms changes
We may amend these Terms from time to time. Where the change is:
- Material (it affects your rights, obligations, fees, or the scope of the Service materially), we will publish the new version with a new version number and email the administrators on your account. Publication is the step that always happens and is verifiable on this page; the email is sent by us rather than automatically by the platform, so the published version here — not your inbox — is the authoritative record of what is in force. Where we are able to give advance notice of a material change we will give at least 30 days; where a change must take effect sooner, we will tell you why. Continuing to use the Service after a material change takes effect is acceptance of it. If you do not accept a material change, you may cancel with effect from the date the change would take effect — not the end of your billing cycle — and receive a pro-rata cash refund of your unused prepaid fees. Tell us at legal@cartt.ai before that date. We say this explicitly because the ordinary end-of-cycle cancellation in section 11.1 would be no exit at all for an annual subscriber: a change taking effect in 30 days would bind you for the rest of the year. A right to reject a change you cannot leave before is not a right
- Non-material (clarifications, typo corrections, structural cleanups), we will publish the updated Terms and they take effect immediately
Every published version of these Terms carries a version number, an effective date, and a content hash. The version number and effective date are shown at the top of this page, and an abbreviated form of the hash at the foot; the full hash is available on request — so you can always identify the exact document your acceptance was recorded against. We retain the full version history and will provide any earlier version on request to legal@cartt.ai.
14. General
14.1 Governing law
These Terms are governed by the laws of New South Wales, Australia. You and we submit to the exclusive jurisdiction of the courts of New South Wales for any dispute arising from or in connection with these Terms.
14.2 Notices
We send notices to you at the email address registered on your account. You may send notices to us at legal@cartt.ai. Notices are deemed received on the next business day after sending.
14.3 Entire agreement
These Terms, together with the incorporated documents (Privacy Policy, Acceptable Use Policy, Wallet Credit Terms, AI Content Disclaimer, and where applicable the Done-for-You Service Terms), constitute the entire agreement between you and us regarding the Service and supersede any prior agreements or understandings.
14.4 Severability
If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force, and the invalid provision will be construed to give effect to its intent to the maximum extent permitted by law.
14.5 No waiver
A failure or delay by either party to enforce any right under these Terms does not waive that right.
14.6 Assignment
You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a sale of our business, a corporate reorganisation, or to an affiliate, provided the assignee assumes our obligations.
14.7 Force majeure
Neither party is liable for failure or delay caused by events beyond reasonable control (including natural disasters, war, terrorism, government action, internet outages affecting major infrastructure, and pandemics), provided the affected party uses reasonable efforts to mitigate.
14.8 Independent contractors
The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.
14.9 Third-party beneficiaries
These Terms are for the benefit of you and us only. No third party has rights under them.
Contact
Questions about these Terms? Contact us at legal@cartt.ai or through the support channels in your admin panel.
Reference: subscription-terms v30 ·
content hash 362850e07b995e86.
Questions before you accept: legal@cartt.ai.