The deal between Venue Axis and your venue, for production use.
These Terms govern your venue's access to and use of the Venue Axis platform on a paid production basis. They establish what Venue Axis provides, what your venue stays responsible for, and where the line sits between compliance software and the AML/CTF obligations that AUSTRAC holds your venue accountable for. They supersede the Pilot Programme Terms in respect of the Customer's use of the platform from the date the Customer accepts these Terms.
This summary is a plain-English navigation aid. The binding terms are the numbered sections below. If the summary and a numbered section seem to disagree, the numbered section is what governs the relationship.
By accessing or using the Venue Axis platform on a production basis, the natural person clicking "I accept" warrants that they are an authorised representative of the registered club or venue (the "Customer") with authority to bind the Customer to these Terms.
"Venue Axis" refers to Venue Axis Pty Ltd ACN [to be inserted before production launch] of Merimbula, New South Wales. "Customer" and "your venue" refer to the registered club or venue whose authorised representative accepts these Terms. "Platform" refers to the Venue Axis compliance software service, including the web application, mobile progressive web app, APIs, integrations, and any related documentation made available by Venue Axis to the Customer.
These Terms supersede the Pilot Programme Terms previously accepted by the Customer (if any) in respect of the Customer's use of the Platform from the date the Customer accepts these Terms. Section 12 (Severance from pilot programme) operates as the load-bearing demarcation between the pilot period and the production engagement.
If you do not accept these Terms, you must not access or use the Platform on a production basis.
This section is the load-bearing legal allocation between Venue Axis and the Customer. The Customer is asked to read it carefully and to acknowledge it before accepting these Terms.
The Customer warrants that:
The Customer acknowledges that the AML/CTF Act allocates reporting-entity obligations by statute and that this Agreement does not, and could not, modify that statutory allocation. The acknowledgement and warranty in this section operate as a contractual estoppel between Venue Axis and the Customer: the Customer will not later assert against Venue Axis that the Platform's use converted Venue Axis into a reporting entity in respect of any of the Customer's designated services.
Venue Axis is a software vendor. Venue Axis does not, and does not represent that it does, undertake the Customer's AML/CTF obligations, substitute for the Customer's Compliance Officer, make compliance decisions on the Customer's behalf, or lodge any report to AUSTRAC on the Customer's behalf.
Venue Axis provides the Customer with access to the Platform in accordance with the subscription plan selected by the Customer. Without limiting the scope of the Platform, features include:
The Customer acknowledges and agrees that Venue Axis does not:
The AML/CTF Act requires each reporting entity to designate a natural person as its Compliance Officer (sections 26J–26M). The Customer is responsible for making and maintaining that designation, for notifying AUSTRAC, and for ensuring that the designated person meets the statutory requirements. The Platform's tools that support the Compliance Officer's workflow are support tools, not a substitute for the Compliance Officer.
The availability of a Platform feature, alert, calendar reminder, or notification does not create any regulatory obligation on the Customer to use that feature, nor any representation by Venue Axis that the feature's use satisfies any regulatory obligation. Conversely, the Customer's use or non-use of a feature does not affect the Customer's underlying statutory obligations.
The Platform includes features that use artificial intelligence and machine learning to generate draft documents, suggested classifications, summaries, and other outputs ("AI Output"). The Customer acknowledges and agrees as follows.
All AI Output is decision-support material. The Customer's authorised user is the sole decision-maker on whether to adopt, modify, or reject any AI Output. No AI Output is automatically lodged with any regulator or treated as a decision by Venue Axis on behalf of the Customer.
For each AI feature on the Platform, including (without limitation):
the Customer acknowledges and agrees that:
Where any AI feature involves a decision that significantly affects an individual within the meaning of APP 1.7 of Schedule 1 to the Privacy Act 1988 (Cth) (as amended by the Privacy and Other Legislation Amendment Act 2024 (Cth) commencing 10 December 2026), the Customer is the APP entity making the decision and is responsible for any APP 1.8 disclosures. Venue Axis provides the AI Output as decision-support material only.
The Customer's subscription plan, fees, and billing cycle are set out in the order form, invoice, or Stripe checkout session accepted by the Customer at the time of subscription. Fees are payable in advance of each billing period. Venue Axis may adjust the fees for subsequent billing periods by giving the Customer at least thirty (30) days' written notice before the start of the next billing period.
Venue Axis provides the Platform on a target availability of 99.5% per calendar month, measured against the production endpoint at https://app.venueaxis.com.au, excluding scheduled maintenance windows announced at least seven (7) days in advance. Service-level commitments and remedies (if any) above this floor are set out in a separate service agreement between Venue Axis and the Customer where one is executed.
Notwithstanding the availability target in section 5.2, the Customer is responsible for maintaining offline or alternative procedures for recording compliance events during any Platform outage. Venue Axis is not responsible for any regulatory consequence arising from a Platform outage or unavailability where the Customer has failed to maintain reasonable continuity procedures.
The Customer is responsible for the conduct of its authorised users on the Platform, including (without limitation) the accuracy of records entered, the timeliness of actions taken, and the regulatory decisions made by its authorised staff. The Customer's continued use of the Platform constitutes the Customer's affirmation that the Platform's features are operating in a manner the Customer considers fit for the Customer's purposes.
Each of Venue Axis and the Customer is an APP entity under the Privacy Act 1988 (Cth) in its own right and is independently responsible for compliance with the Australian Privacy Principles. The Customer is responsible for any APP 5 collection notices it provides to patrons and staff in respect of personal information collected through the Platform.
Venue Axis processes personal information on the Customer's behalf in Australia (Supabase ap-southeast-2, Sydney) with limited cross-border processing for specific service components disclosed in the Data Processing Agreement at Schedule 1. The Customer's APP 5 collection notices to patrons and staff must reflect the cross-border arrangements set out in the DPA.
The Data Processing Agreement at clause 7 sets out the parties' agreed allocation of Notifiable Data Breach handling under Part IIIC of the Privacy Act 1988 (Cth), including mutual 24-hour notification, joint assessment under section 26WH, and the default that Venue Axis prepares the statement under section 26WM where the breach affects personal information held on Venue Axis infrastructure.
The Customer is responsible for retaining records for the minimum periods required by applicable law, including (without limitation):
Venue Axis provides export tooling and reasonable assistance to support the Customer's retention obligations, but the legal obligation to retain rests with the Customer.
To the extent permitted by law, Venue Axis's total aggregate liability to the Customer under or in connection with these Terms or the Customer's use of the Platform is limited to the greater of:
The limitation in section 7.1 does not apply to: liability for fraud or wilful misconduct; liability for misleading or deceptive conduct under section 18 of the Australian Consumer Law; or any other liability that cannot be excluded by law (including liability that cannot be excluded under the Australian Consumer Law).
To the extent permitted by law, Venue Axis is not liable to the Customer for any consequential, indirect, special, or punitive loss or damage, including loss of profits, loss of business, loss of data, loss of goodwill, loss of opportunity, or loss of regulatory licences, accreditations, authorisations or approvals, however arising. This exclusion is prominent, intentional, and intended to apply to all categories of loss other than those that cannot be excluded by law.
The Customer indemnifies Venue Axis against:
The indemnity does not extend to any civil penalty, fine, infringement notice, or other regulatory penalty issued against Venue Axis for Venue Axis's own conduct.
The indemnity survives termination of these Terms and is time-limited to six (6) years from termination, consistent with the limitation period under section 14 of the Limitation Act 1969 (NSW).
Where Venue Axis receives a notice, summons, or compulsory production demand from an Australian regulator that relates to or compels production of the Customer's data or Venue Axis's records of the Customer's use of the Platform:
Venue Axis may add, remove, or change subprocessors involved in the processing of Customer personal information. Venue Axis will give the Customer at least thirty (30) days' written notice before any new subprocessor begins processing Customer personal information. The Customer may object in writing within fourteen (14) days of the notice. Where an objection is made and the parties cannot agree a resolution within thirty (30) days, the Customer's sole remedy is to terminate these Terms under section 11. The full subprocessor change mechanic is set out in the Data Processing Agreement at clause 5.2.
The Customer may terminate these Terms by giving Venue Axis at least thirty (30) days' written notice, with termination effective at the end of the Customer's current billing period or at the end of the notice period, whichever is later.
Venue Axis may terminate these Terms by giving the Customer at least ninety (90) days' written notice, except where the termination is for the Customer's material breach (in which case Venue Axis may terminate immediately on written notice, subject to any cure period set out in the breach notice).
On termination of these Terms for any reason:
If Venue Axis materially changes these Terms, Venue Axis will give the Customer at least thirty (30) days' written notice before the changes take effect. Minor changes (formatting, clarifications, placeholder details) may be made without advance notice. Continued use of the Platform after the effective date of a material change constitutes the Customer's acceptance of the updated Terms. Prior versions are available on request.
This section is a load-bearing demarcation between the pilot programme and the production engagement. The Customer acknowledges and agrees that:
These Terms are governed by the laws of New South Wales, Australia. Each of Venue Axis and the Customer submits to the exclusive jurisdiction of the courts of New South Wales.
For questions about these Terms:
Email: legal@venueaxis.com.au Post: Venue Axis Pty Ltd, Merimbula, New South Wales
Signed for and on behalf of Venue Axis Pty Ltd: John Kosteroski, Director