The agreement between you and Venode Labs Pty Ltd governing use of venode.ai and any professional engagement with us.
Version 1.0.0 · In force from 10 July 2026 · Last updated 10 July 2026
Short version. This site is information about Venode Labs. Reading it is free. Paid work is governed by the proposal or statement of work you sign with us; where that document conflicts with these Terms, the signed document controls. Do not scrape the site abusively, misrepresent our work, or rely on marketing copy as a warranty. Australian Consumer Law rights that cannot be excluded still apply. Full clauses below govern if anything in this summary is incomplete.
These Terms of Service (Terms) are between Venode Labs Pty Ltd, trading as Venode and Venode Labs (we, us, our), and the person or organisation that uses the Site or engages our Services (you, your).
By accessing or using the Site, contacting us about our Services, submitting an enquiry, or accepting a proposal, statement of work, order form or master services agreement that incorporates these Terms, you agree to be bound by these Terms and by our Privacy Policy. If you do not agree, do not use the Site and do not engage us.
If you accept these Terms on behalf of a company, partnership, trust, government body or other organisation, you represent and warrant that you have authority to bind that organisation, and references to you include that organisation.
In these Terms, unless the context requires otherwise:
These Terms govern:
These Terms do not by themselves create a paid Engagement. A paid Engagement only arises when both parties have accepted Engagement Documents that specify scope, fees and commercial terms.
Where an Engagement Document conflicts with these Terms, the Engagement Document prevails for that Engagement to the extent of the conflict. Where two Engagement Documents conflict, the later signed document prevails for the conflicting subject matter, unless the documents say otherwise.
Product-specific terms for hosted software products (for example Hugo or Hugo Cloud), if and when offered under separate legal pages or product terms, apply to those products in addition to or instead of these Terms as those product terms state. The Site marketing pages alone do not grant access to hosted product accounts.
Venode Labs Pty Ltd is an independent AI lab and services studio operating from Australia. We design practical AI and automation systems for businesses with manual administration, disconnected tools and compliance-heavy operations.
Contact details for notices and general enquiries appear in clause 30. Registered office details and Australian Business Number will be published on this page once ASIC registration particulars are finalised and ready for public display. Until then, notices may be sent to the email addresses in clause 30.
You must be at least 18 years of age to enter a paid Engagement with us, or have the legal capacity in your jurisdiction to contract and the authority of a parent, guardian or organisation where required.
You may browse the Site if you are younger, provided a parent or guardian is responsible for your use and for any enquiry you send.
You must not use the Site or engage us if doing so would breach Australian sanctions law, including the Autonomous Sanctions Regulations 2011 (Cth), or any other sanctions regime that Australia gives effect to, or if you are located in a destination to which Australia has imposed full trade sanctions that prohibit the relevant dealing.
Content on the Site is general information about our work, capabilities, approach and contact channels. It is not a proposal, quotation, warranty, professional advice, or an offer capable of immediate acceptance unless it expressly says so and includes commercial terms.
Case studies, examples, process descriptions and outcome language are illustrative. Past work for other clients does not guarantee similar results for you. Scope, constraints, data quality, systems and your internal capacity all affect outcomes.
We aim to keep the Site available, but we do not guarantee uninterrupted, error-free or continuous access. We may change, suspend, withdraw or restrict any part of the Site at any time without notice, including for maintenance, security, redesign or commercial reasons.
The Site is a static marketing presence. It does not provide user accounts, login sessions, payment processing, or hosted product functionality by itself.
Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-transferable licence to access and view the Site for your internal business or personal information purposes using a standard web browser. No other licence is granted.
You must not copy the Site for republication, frame it on another site, mirror it, reverse engineer non-public technical measures, or use automated means to extract content at a volume or frequency that degrades availability or circumvents reasonable access controls, except as permitted by mandatory law (including fair dealing under the Copyright Act 1968 (Cth) where applicable).
You must use the Site lawfully and in good faith. Without limiting that obligation, you must not:
We may block IP addresses, rate-limit traffic, or take other technical steps to protect the Site. We may report suspected criminal activity to law-enforcement agencies.
Unless otherwise stated, the Site and all intellectual property in it, including text, layout, design system, graphics, logos, wordmarks, icons, fonts we own or license, code, and compilation of content (the Site IP), is owned by Venode Labs Pty Ltd or our licensors and is protected by the Copyright Act 1968 (Cth), trade mark law, and related laws.
Third-party fonts and open-source components retain their own licences. See FONT-LICENSES.txt in the public site repository for font licensing where applicable.
Except for the limited viewing licence in clause 6.3, nothing on the Site grants you any right, title or interest in the Site IP. You must not use our name, logo or branding in a way that suggests endorsement, partnership or sponsorship without our prior written consent, other than accurate factual references to us as a supplier or prospective supplier.
Ownership of Deliverables under an Engagement is governed by the Engagement Documents. If the Engagement Documents are silent:
We may reuse general skills, techniques, non-confidential know-how and Background IP developed or refined during an Engagement in other work, provided we do not disclose your Confidential Information or assign away rights that the Engagement Documents grant exclusively to you.
If you send us ideas, suggestions or feedback about the Site or our Services, you grant us a non-exclusive, perpetual, irrevocable, royalty-free licence to use that feedback without restriction or compensation. This does not apply to Confidential Information you share under an Engagement or non-disclosure agreement.
If you believe content on the Site infringes your copyright, write to legal@venode.ai with: identification of the work claimed to be infringed; the URL or location of the material; your contact details; a statement that you have a good-faith belief the use is not authorised; and a statement that the information is accurate and that you are the owner or authorised to act. We will assess valid notices under the Copyright Act 1968 (Cth) and related law.
The Site may link to third-party websites, repositories, social platforms or tools (including X, Instagram, GitHub, Vercel and Cloudflare). We do not control those services and are not responsible for their content, availability, security or privacy practices. Links are not endorsements.
Your use of third-party services is governed by their terms. You should review those terms before providing personal information or credentials to them.
An Engagement is formed when you and we agree Engagement Documents in writing (including by email acceptance of a proposal that expressly invites acceptance). Oral discussions, discovery calls and free consultations do not create a paid Engagement unless confirmed in writing.
We will perform the Services with due care and skill consistent with the Engagement Documents. Work outside the agreed scope requires a written change order or email confirmation stating the change, impact on fees and impact on timing. We are not obliged to perform out-of-scope work without that confirmation.
You acknowledge that delivery depends on timely access to Client Materials, systems, stakeholders and decisions. Delays caused by missing access, incomplete data, changed requirements or your internal approvals may extend timelines and may increase fees where additional work is required.
We may use carefully selected subcontractors or contractors to perform parts of the Services. We remain responsible to you for their performance under the Engagement Documents, subject to any different allocation stated there.
Unless an Engagement Document says otherwise, the relationship is non-exclusive. We may work for other clients, including in related industries, provided we honour confidentiality and any agreed conflict constraints.
You retain all rights in Client Materials. You grant us a limited licence to use, copy, modify and process Client Materials solely to perform the Engagement, comply with law, and exercise rights under the Engagement Documents.
You represent and warrant that:
We may refuse instructions that we reasonably believe are unlawful, unsafe, unethical, or outside the Engagement scope.
Each party must keep the other party's Confidential Information confidential and use it only for the purpose of the relationship between the parties, except where disclosure is required by law, a court or regulator, or to professional advisers under a duty of confidence, or to personnel and subcontractors who need to know and are bound by confidentiality obligations no less protective than these Terms.
Confidential Information means non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential, including business plans, pricing, Client Materials, system architecture, security details, and unpublished Deliverables. It does not include information that is or becomes public other than by breach, was independently developed without use of the discloser's information, or was rightfully received from a third party without a duty of confidence.
Where a separate non-disclosure agreement is signed, that agreement prevails over this clause for the subject matter it covers.
Obligations under this clause survive for three years after disclosure, or for so long as trade secrets remain trade secrets, whichever is longer, unless Engagement Documents set a different period.
Our Services often involve artificial intelligence systems, automation, language models, retrieval systems, agents, scripts and integrations. You acknowledge that:
Unless an Engagement Document expressly says otherwise, Deliverables and Site content are not legal, medical, financial, tax, accounting, engineering, building-certification or other regulated professional advice. Engage the qualified professional required in your jurisdiction before acting on high-stakes matters.
You must not deploy Deliverables into safety-of-life, weapons, autonomous targeting, or critical infrastructure control contexts without our prior written agreement and documented human-in-the-loop controls appropriate to the risk.
Fees, milestones, expenses and payment timing for Engagements are set out in the Engagement Documents. Unless stated otherwise:
You are responsible for bank fees, foreign-exchange differences and taxes assessed on your side of the transaction. We will issue tax invoices that meet Australian requirements where we are required to do so.
Browsing the Site is free. Paid product subscriptions, if offered later under product-specific terms, are billed under those terms, not under this clause alone.
Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy under the ACL or any other law that cannot lawfully be excluded.
If you are a consumer under the ACL, our goods and services come with guarantees that cannot be excluded. For major failures with services, you are entitled to cancel the service contract with us and to a refund for the unused portion, or to compensation for its reduced value. You are also entitled to be compensated for any other reasonably foreseeable loss or damage. If the failure does not amount to a major failure, you are entitled to have problems with the service rectified in a reasonable time and, if this is not done, to cancel the contract and obtain a refund for the unused portion of the contract.
Where we are entitled to limit our liability for breach of a non-excludable guarantee in relation to services that are not of a kind ordinarily acquired for personal, domestic or household use or consumption, our liability is limited, at our option, to supplying the services again or paying the cost of having the services supplied again.
Subject to clause 15 and any express warranty in Engagement Documents:
For Engagements, we warrant that we will perform the Services with due care and skill and substantially in accordance with the Engagement Documents. Except as stated in the Engagement Documents and as required by non-excludable law, we make no other warranty about fitness for a particular purpose, uninterrupted operation, or achievement of a commercial outcome.
Subject to clause 15 and to the maximum extent permitted by law:
The limitations in this clause do not apply to: fraud or wilful misconduct; death or personal injury caused by negligence where such limitation is prohibited; your obligation to pay fees; your infringement of our intellectual property; or liability that cannot be limited by law.
You indemnify us and our officers, employees and contractors against third-party claims, losses, damages, costs and expenses (including reasonable legal fees) arising out of or in connection with:
We will take reasonable steps to mitigate loss and will notify you of claims of which we become aware, where notification is practicable and does not prejudice our defence.
Our handling of Personal Information is described in the Privacy Policy. By using the Site or contacting us, you acknowledge that Policy. For Engagements that involve processing Personal Information on your behalf as a service provider, additional data-processing terms may be set out in the Engagement Documents.
If you discover a security vulnerability in the Site or in systems we operate, please report it to security@venode.ai with enough detail for us to reproduce the issue. Do not access data that is not yours, do not degrade availability, and do not publicly disclose the issue until we have had a reasonable opportunity to remediate.
We will acknowledge bona fide reports and will not pursue civil claims against researchers who make a good-faith, non-destructive disclosure consistent with this clause. This is not a paid bug-bounty programme unless we publish one separately.
If you email us or otherwise contact us, we may reply using the contact details you provide. Transactional and relationship messages about an enquiry or Engagement are not marketing for the purposes of the Spam Act 2003 (Cth).
We only send commercial electronic messages promoting our Services where we have consent (express or inferred as permitted by the Spam Act) or another lawful basis, and each marketing message will identify us and include a functional unsubscribe facility. You may opt out of marketing at any time by following the unsubscribe link or emailing hello@venode.ai.
Neither party is liable for failure or delay in performing obligations under these Terms (other than payment obligations that have already fallen due) to the extent caused by events beyond that party's reasonable control, including natural disaster, pandemic, war, terrorism, civil unrest, sanctions, industrial action, failure of utilities or public internet infrastructure, failure of a hosting or cloud provider, or an order of a court or regulator. The affected party must notify the other and use reasonable efforts to resume performance.
We may suspend or terminate access to the Site, in whole or part, at any time, including where we reasonably believe you have breached these Terms or where continued access would create legal or security risk.
Either party may terminate an Engagement in accordance with the Engagement Documents. If the Engagement Documents are silent, either party may terminate for material breach that remains unremedied fourteen days after written notice, or immediately if the other party becomes insolvent within the meaning of the Corporations Act 2001 (Cth).
On termination of an Engagement we will, at your option and cost (unless termination is for our material breach), return or destroy Client Materials in our possession, subject to legal retention requirements and ordinary backup cycles. Clauses that by their nature should survive (including intellectual property, confidentiality, liability, indemnity, governing law and accrued payment rights) survive termination.
We may amend these Terms from time to time. The version number and date at the top of this page show the current version. Material changes will be indicated by updating that date and, where we have an ongoing Engagement with you and the change affects that Engagement, we will notify the contact named in the Engagement Documents where practicable.
Continued use of the Site after the updated Terms are published constitutes acceptance of the updated Terms for Site use. Changes to terms governing an active Engagement require the process set out in the Engagement Documents, or written agreement of both parties if those documents are silent.
Notices under these Terms must be in writing and may be delivered by email. Notices to us must be sent to legal@venode.ai with a copy to hello@venode.ai. Notices to you may be sent to the email address you used to contact us or the address in the Engagement Documents.
A notice is taken to be received on the next Business Day after sending, unless the sender receives a delivery-failure notification or otherwise knows the notice was not delivered.
These Terms are governed by the laws of New South Wales, Australia, and the laws of the Commonwealth of Australia applicable in New South Wales.
The parties submit to the exclusive jurisdiction of the courts of New South Wales and the federal courts of Australia exercising jurisdiction in New South Wales, except that we may seek urgent injunctive or other equitable relief to protect intellectual property or Confidential Information in any court of competent jurisdiction.
Before commencing court proceedings (other than for urgent relief or debt recovery of undisputed invoices), the parties will attempt in good faith to resolve the dispute by discussion between authorised representatives within ten Business Days of one party giving written notice of the dispute.
Nothing in these Terms prevents a consumer from exercising rights in a forum available under the ACL or other mandatory law.
You must comply with applicable Australian export-control and sanctions laws, including the Customs (Prohibited Exports) Regulations 1958 (Cth) and the Autonomous Sanctions Regulations 2011 (Cth), and any other export or sanctions law that applies to your receipt or use of Deliverables. You must not use the Site or Services to develop, produce or deliver weapons of mass destruction or their delivery systems, or to deal with sanctioned persons or destinations in breach of law.
You may not assign or transfer your rights or obligations under these Terms without our prior written consent, except to a successor that acquires substantially all of your relevant business and assumes your obligations. We may assign or novate these Terms to an affiliate or successor on notice to you. We may subcontract as described in clause 10.4.
These Terms, together with the Privacy Policy and any Engagement Documents, are the entire agreement between you and us about their subject matter and supersede prior negotiations and representations about that subject matter (other than fraudulent misrepresentations).
A failure or delay in enforcing a right is not a waiver of that right. Any waiver must be in writing to be effective.
If any provision of these Terms is held invalid, illegal or unenforceable, it is to be read down to the minimum extent necessary, or if it cannot be read down, severed. The remaining provisions continue in full force.
These Terms do not create a partnership, joint venture or employment relationship. Neither party may bind the other except as expressly authorised in writing.
No third party has a right to enforce these Terms under a third-party beneficiary theory, except our officers and contractors to the extent they are indemnified under clause 18.
General enquiries: hello@venode.ai
Support: support@venode.ai
Legal notices: legal@venode.ai
Privacy: privacy@venode.ai
Security: security@venode.ai
Development contact: dev@venode.ai
If a mandatory law that protects you conflicts with these Terms, that law prevails to the extent of the conflict and the rest of these Terms continue to apply. Where these Terms conflict with signed Engagement Documents, the Engagement Documents prevail for that Engagement. These Terms are an operational document prepared for Venode Labs Pty Ltd under Australian law; they are not a substitute for advice from a qualified Australian lawyer on your specific situation.