Nuclideon Nuclideon Terms of Service
Effective Date: March 27, 2026
Last Updated: April 7, 2026
1. Introduction and Acceptance
These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer", "you", or "your") and Nuclideon Pty Ltd (ACN 681 220 548) ("Nuclideon", "we", "us", or "our").
These Terms govern your access to and use of all Nuclideon products, services, websites, and software, including but not limited to: udCloud (our cloud-based 3D data management and visualisation platform), Nuclideon websites, desktop applications, browser-based tools, APIs, and any associated documentation or support services (collectively, the "Services").
Exclusion: These Terms do not apply to the udSDK software development kit, which is governed by a separate licence agreement. Where the udSDK licence conflicts with these Terms, the udSDK licence prevails for udSDK-specific matters.
By creating an Account, clicking "I Agree" or "Accept", or by otherwise affirmatively indicating your acceptance, you acknowledge that you have read, understood, and agree to be bound by these Terms, together with our Privacy Policy and any applicable Order Form or subscription agreement. If you are accepting these Terms on behalf of an organisation, you represent and warrant that you have the authority to bind that organisation to these Terms.
If you do not agree to these Terms, you must not create an Account or access or use the Services.
2. Definitions
In these Terms, unless the context otherwise requires:
"Account" means a registered account created to access and use the Services.
"Authorised Users" means the individuals authorised by the Customer to access and use the Services under the Customer's Account, up to the number specified in the applicable Order Form or subscription plan.
"Confidential Information" means any non-public information disclosed by one party to the other in connection with these Terms, including technical, business, and operational information, but excluding information that is publicly available through no fault of the receiving party, independently developed, or lawfully received from a third party without restriction.
"Customer Content" means all data, files, documents, 3D datasets, point clouds, models, images, and other materials that the Customer or its Authorised Users upload, submit, store, or transmit through the Services.
"Documentation" means the user guides, technical documentation, API references, and other instructional materials made available by Nuclideon in connection with the Services.
"Intellectual Property Rights" means all patents, copyrights, moral rights, trademarks, trade secrets, know-how, and all other intellectual and industrial property rights, whether registered or unregistered.
"Order Form" means an ordering document, online subscription page, or statement of work executed by the parties that references these Terms and specifies the Services, fees, subscription term, and other commercial details.
"Subscription Term" means the period during which the Customer is entitled to access the Services, as specified in the applicable Order Form.
3. Account Registration and Security
3.1. To access certain Services, you must create an Account by providing accurate and complete registration information. You must keep your Account information current at all times.
3.2. You are responsible for maintaining the confidentiality of your Account credentials, including passwords and API keys. You must notify Nuclideon immediately at info@nuclideon.com if you become aware of any unauthorised access to or use of your Account.
3.3. You are responsible for all activities that occur under your Account, whether or not authorised by you. Nuclideon is not liable for any loss or damage arising from your failure to safeguard your Account credentials.
3.4. You may authenticate via Single Sign-On (SSO) or OIDC identity providers supported by the Services. When using SSO, your identity provider's terms also apply. Nuclideon does not receive or store your SSO passwords.
3.5. You must be at least 18 years of age to create an Account and use the Services.
3.6. Account Deletion. You may request deletion of your Account at any time by contacting info@nuclideon.com. Upon receiving a verified deletion request, Nuclideon will delete your Account and associated personal data within thirty (30) days, subject to any legal retention obligations. Deletion of an Account does not relieve you of any outstanding payment obligations. Where your Account is linked to a third-party identity provider (such as Google or Microsoft), deletion of your Nuclideon Account does not affect your account with that provider.
4. Grant of Rights and Licence
4.1. Subject to your compliance with these Terms and payment of all applicable fees, Nuclideon grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services during the Subscription Term, solely for your internal business purposes and in accordance with the Documentation.
4.2. This licence extends to your Authorised Users, provided that you remain responsible for their compliance with these Terms.
4.3. All rights not expressly granted to you are reserved by Nuclideon.
5. Restrictions on Use
5.1. You must not, and must not permit any third party to:
(a) copy, modify, adapt, translate, or create derivative works of the Services or any component thereof, except as expressly permitted by these Terms or applicable law;
(b) reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code, algorithms, or underlying structure of the Services, except to the extent expressly permitted by applicable law;
(c) sublicence, sell, resell, transfer, assign, lease, rent, distribute, or otherwise commercially exploit or make the Services available to any third party, except as expressly authorised;
(d) Competitive Use and Benchmarking.
(i) Prohibition on Direct Competitive Development. You must not use the Services, or any proprietary algorithms, technical methods, or trade secrets accessed through the Services, to develop a directly competing product or service. For the purposes of this Section, "directly competing" means a product or service that: (A) provides point cloud visualisation, 3D dataset management, annotation, or spatial data export as core functionality; (B) is marketed or made available to the same customer segments as udCloud; and (C) has been developed using Nuclideon's proprietary algorithms, non-public technical methods, or trade secrets obtained through use of the Services. This restriction does not apply to products or services developed solely using publicly documented APIs, standard data formats, or features available to all customers without access to Nuclideon's non-public technical information.
(ii) Reverse Engineering for Competitive Purpose. You must not reverse engineer, decompile, or otherwise extract Nuclideon's underlying algorithms or proprietary methods from the Services for the purpose of developing a directly competing product, except to the extent expressly permitted by applicable law.
(iii) Benchmarking.
- Internal benchmarking of the Services for your own operational purposes is permitted without restriction and does not require Nuclideon's consent.
- Public benchmarking — meaning the publication or distribution of comparative performance analysis of the Services against competing products — requires Nuclideon's prior written consent. Nuclideon will not unreasonably withhold or delay such consent and will respond to requests within ten (10) business days. Where consent is granted, Nuclideon may reasonably request that methodology be disclosed alongside published results or that results be anonymised to the extent necessary to protect non-public technical information.
(iv) Scope of Restriction. The competitive use restrictions in Section 5.1(d)(i) apply only to Customers who have accessed, or whose Authorised Users have accessed, Nuclideon's non-public technical information, proprietary algorithms, or trade secrets through the Services. Customers whose use is limited to publicly documented APIs and standard product features are not subject to the development restriction in Section 5.1(d)(i), though all other restrictions in Section 5 continue to apply.
(v) Guidance Requests. If you are uncertain whether a particular intended use constitutes a competitive use under this Section, you may request written guidance from Nuclideon at info@nuclideon.com. Nuclideon will provide a written response within ten (10) business days. Acting in good faith reliance on a written guidance response from Nuclideon is a relevant factor in assessing any alleged breach of this Section.
(e) remove, obscure, or alter any proprietary notices, labels, or markings on the Services;
(f) use the Services in any manner that violates applicable laws or regulations, including export control and sanctions laws;
(g) use the Services to transmit viruses, malware, or other harmful code, or to conduct any denial-of-service or similar attack;
(h) interfere with, disrupt, or impose an unreasonable or disproportionate load on the Services or the infrastructure supporting them;
(i) access or use the Services through automated means (including bots, scrapers, or crawlers) except through APIs provided by Nuclideon for that purpose;
(j) use the Services in any manner that infringes, misappropriates, or otherwise violates any third party's Intellectual Property Rights or other rights; or
(k) circumvent or attempt to circumvent any access controls, security measures, or usage limitations of the Services.
6. Customer Content
6.1. Ownership. As between the parties, you retain all right, title, and interest in and to your Customer Content. Nuclideon claims no ownership over Customer Content.
6.2. Licence to Nuclideon. You grant Nuclideon a worldwide, non-exclusive, royalty-free licence to host, store, process, transfer, display, and distribute your Customer Content solely as necessary to provide and improve the Services, and as otherwise described in our Privacy Policy.
6.3. Responsibility. You are solely responsible for the accuracy, quality, integrity, legality, and appropriateness of all Customer Content. You represent and warrant that you have all necessary rights, licences, and consents to upload and use Customer Content within the Services, and that doing so does not infringe any third party's rights.
6.4. Data Retrieval. Upon termination or expiration of your subscription, you may request export of your Customer Content for a period of thirty (30) days. After this period, Nuclideon may delete your Customer Content in accordance with its data retention policies. Nuclideon will provide reasonable assistance with data export during this period at no additional charge; however, you are responsible for any third-party infrastructure costs incurred during export, including cloud provider data egress or transfer fees.
6.5. Prohibited Content. You must not upload, transmit, or store Customer Content that is unlawful, defamatory, threatening, abusive, fraudulent, or that contains malicious code or violates any applicable law or third-party rights.
7. Fees, Payment, and Taxes
7.1. Fees for the Services are as set out in the applicable Order Form or as published on Nuclideon's websites or in-product pricing pages for self-service subscriptions. All fees are quoted in United States dollars (USD) unless otherwise specified in the applicable Order Form or pricing page.
7.2. Fees are payable in advance for each billing period (monthly or annually, as applicable). Nuclideon reserves the right to modify fees upon thirty (30) days' prior written notice, with any increase taking effect at the start of the next renewal term.
7.3. Payment is processed via our third-party payment provider (currently Stripe). You authorise Nuclideon and its payment provider to charge your designated payment method for all applicable fees.
7.4. Late Payment and Interest. If any payment is overdue, Nuclideon may charge interest at the rate of 1.5% per month (18% per annum) on the outstanding amount, compounding monthly from the due date until the date of actual payment in full. Interest will not apply if payment is received within ten (10) calendar days of the due date. Where Nuclideon elects to charge interest, it will include the applicable interest amount as a line item on the relevant invoice or a separate written notice to the Customer.
7.5. All fees are exclusive of applicable taxes, including GST. Where Nuclideon is required to collect GST or other transaction taxes, these will be added to your invoice. You are responsible for any withholding taxes imposed by your jurisdiction.
7.6. Refunds and Non-Refundability.
(a) General Rule. Except as set out in this Section 7.6 or as otherwise expressly stated in an applicable Order Form, all fees paid are non-refundable.
(b) Pro-Rata Refunds on Customer-Initiated Termination. Where a Customer terminates a paid monthly subscription during a billing period under Section 14.1 (Termination for Convenience), Nuclideon will provide a pro-rata refund of fees attributable to the unused portion of that billing period, calculated on a daily basis from the effective date of termination to the end of the prepaid period. Pro-rata refunds do not apply to annual subscriptions unless expressly agreed in the applicable Order Form.
(c) No Refund on Suspension or Termination for Cause. No refund or pro-rata credit will be issued where access to the Services has been suspended under Section 14.3 or where Nuclideon terminates these Terms for cause under Section 14.2.
(d) Australian Consumer Law. Nothing in this Section 7.6 limits any right to a remedy that cannot be excluded under the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) or any other applicable consumer protection legislation.
7.7. Trial-to-Paid Conversion. Where a Customer upgrades from a free trial or free-tier plan to a paid subscription mid-calendar month, the first billing period will be prorated to align with calendar month boundaries, with fees charged only for the remaining days in that month. Subsequent billing cycles will commence on the first day of the following calendar month and recur on that date monthly (or annually, for annual subscriptions). Nuclideon will confirm the prorated amount and the first full billing date in the upgrade confirmation sent to the Customer's registered email address.
8. Free Tiers and Trial Subscriptions
8.1. Nuclideon may offer free tiers, trial periods, or beta access to certain Services ("Trial Services"). Trial Services are provided "as is" without any warranty or SLA commitment.
8.2. Nuclideon may modify, suspend, or terminate Trial Services at any time without notice and without liability.
8.3. Unless you subscribe to a paid plan before the end of a trial period, your access to Trial Services will terminate, and any Customer Content associated with the trial Account may be deleted after a reasonable notice period (typically thirty (30) days).
8.4. Any data or configurations created during a trial may not be preserved or migrated to a paid subscription unless Nuclideon expressly confirms otherwise.
8.5. Nuclideon reserves the right to limit or restrict the features, storage, usage volume, or number of Authorised Users available under free or trial plans.
9. Intellectual Property
9.1. Nuclideon and its licensors retain all right, title, and interest in and to the Services, including all software, technology, algorithms, user interfaces, designs, Documentation, and all associated Intellectual Property Rights. The Services are protected by copyright, trade secret, patent, and other laws.
9.2. "Nuclideon", "udCloud", and related logos and product names are trademarks of Nuclideon Pty Ltd. You may not use these marks without prior written consent, except to the extent necessary to refer to Nuclideon or its products in a manner consistent with fair and truthful commercial practice.
9.3. Feedback.
(a) General Feedback. You may provide suggestions, ideas, enhancement requests, or general recommendations regarding the Services ("Feedback"). For Feedback that is general in nature — such as observations about usability, performance, or feature priorities — you grant Nuclideon a non-exclusive, perpetual, royalty-free licence to use, evaluate, and incorporate such Feedback into the Services or related Nuclideon products, without obligation or compensation to you. Nuclideon has no obligation to act on any Feedback.
(b) Confidential Feedback. Where you consider Feedback to contain proprietary methods, confidential technical information, novel algorithms, or other information of potential commercial value, you should clearly mark it as "CONFIDENTIAL" at the time of submission (for example, in the subject line of an email or at the top of a written submission). Feedback marked as CONFIDENTIAL will not be used, disclosed, or incorporated into any Nuclideon product or service without a separate written Confidential Feedback Agreement executed by both parties. Until such an agreement is executed, Nuclideon will hold CONFIDENTIAL Feedback subject to the confidentiality obligations in Section 10.
(c) Customer-Contributed Code or Algorithms. Where you contribute specific code, algorithms, data models, or other technical works as part of Feedback, and Nuclideon wishes to incorporate such contributions into the Services, the parties will negotiate in good faith the terms of use, including whether fair compensation, licence fees, or co-invention credits are appropriate. No rights to customer-contributed code or algorithms are granted under Section 9.3(a) alone.
(d) No Waiver of Your IP. Nothing in this Section 9.3 transfers ownership of your Intellectual Property Rights to Nuclideon. Nuclideon acquires only the licence rights expressly described above, and only to the extent consistent with the classification of the Feedback under this Section.
10. Confidentiality
10.1. Each party agrees to hold the other party's Confidential Information in confidence and not to disclose it to third parties, except to employees, contractors, and advisers who need to know and who are bound by obligations of confidentiality no less protective than those in these Terms.
10.2. The receiving party must protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care.
10.3. These confidentiality obligations do not apply to information that: (a) is or becomes publicly available without breach of these Terms; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (d) is lawfully received from a third party without restriction.
10.4. A party may disclose Confidential Information to the extent required by law, regulation, or court order, provided it gives the other party prompt notice (to the extent legally permitted) and reasonably cooperates with efforts to obtain protective treatment.
11. Privacy and Data Protection
11.1. Nuclideon's collection, use, and disclosure of personal information is governed by the Nuclideon Privacy Policy, which is incorporated into these Terms by reference. By using the Services, you acknowledge and agree to the practices described in the Privacy Policy.
11.2. You acknowledge that Nuclideon uses third-party service providers, including Amazon Web Services (AWS) for cloud hosting, Stripe for payment processing, and analytics tools such as Google Analytics, as described in the Privacy Policy.
11.3. Where Nuclideon processes personal data on your behalf as a data processor (for example, personal data contained within Customer Content), the Data Processing Addendum in Schedule A applies.
11.4. Third-Party Authentication Data. Where you authenticate using a third-party identity provider (such as Google or Microsoft), Nuclideon receives only the information necessary to create and maintain your Account, which may include your name, email address, profile image, and a unique identifier. Nuclideon does not receive or store your identity provider password. Nuclideon will not use data obtained through any third-party authentication provider (including any providers supported in the future) for the purpose of serving advertisements or for any purpose unrelated to providing and improving the Services.
11.5. Google API Services Limited Use Disclosure. Nuclideon's use and transfer to any other app of information received from Google APIs will adhere to the Google API Services User Data Policy, including the Limited Use requirements. Nuclideon does not use Google user data for serving advertisements, does not allow humans to read Google user data unless necessary to provide the Services and customer support, required for security purposes, or required by applicable law, and does not transfer Google user data to third parties except as necessary to provide the Services, as required by law, or with your explicit consent.
12. Security
12.1. Nuclideon implements and maintains appropriate technical and organisational security measures designed to protect Customer Content and the Services from unauthorised access, use, alteration, or destruction. These measures include, but are not limited to, encryption in transit (TLS) and at rest where appropriate, access controls, and regular security assessments.
12.2. You are responsible for maintaining the security of your own systems, networks, and Account credentials. Nuclideon is not responsible for unauthorised access resulting from your failure to maintain adequate security practices.
12.3. In the event of a suspected or confirmed data breach affecting your personal information, Nuclideon will notify you in accordance with the Privacy Act 1988 (Cth) Notifiable Data Breaches scheme and the Privacy Policy.
13. Service Availability and Support
13.1. Nuclideon will use commercially reasonable efforts to make the Services available and to minimise disruption. Specific service level commitments, where applicable, may be agreed in a separate Service Level Agreement between the parties.
13.2. The Services may be temporarily unavailable for scheduled maintenance, which Nuclideon will endeavour to perform during off-peak hours and with reasonable advance notice.
13.3. Nuclideon is not liable for any unavailability caused by factors outside its reasonable control, including but not limited to internet connectivity issues, third-party service outages, force majeure events, or actions by the Customer or its Authorised Users.
13.4. Support requests may be submitted via email to support@nuclideon.com or through the in-product support portal.
14. Suspension and Termination
14.1. Termination for Convenience. Either party may terminate these Terms at the end of the then-current Subscription Term by providing at least thirty (30) days' written notice prior to the renewal date.
14.2. Termination for Cause. Either party may terminate these Terms immediately upon written notice if: (a) the other party commits a material breach of these Terms and fails to cure such breach within thirty (30) days of receiving written notice; or (b) the other party becomes insolvent, enters administration, liquidation, or receivership, or ceases to carry on business.
14.3. Suspension.
(a) Suspension for Payment Default. Where your Account is overdue for payment by more than fifteen (15) days, Nuclideon will provide at least five (5) business days' written notice before suspending your access to the Services, giving you the opportunity to cure the payment default during that period.
(b) Suspension for Violations or Security Risk. Nuclideon may suspend your access to the Services where it has reasonable grounds to believe your use of the Services violates these Terms, poses a security risk to Nuclideon or other customers, or may expose Nuclideon to legal liability. "Security risk" includes, but is not limited to, transmission of malware or malicious code, conducting or facilitating denial-of-service attacks, attempted or actual unauthorised access to systems or data, and distribution of unlawful or harmful content through the Services.
Where time permits, Nuclideon will provide written notice and at least five (5) business days to remedy the issue before suspending access. Where the violation constitutes an imminent or ongoing security threat to the Services, Nuclideon's infrastructure, or other customers, Nuclideon may suspend access immediately without prior notice, and will provide written notification of the suspension and the basis for it as soon as reasonably practicable thereafter.
(c) Suspension Required by Law. Nuclideon may suspend your access immediately where required to do so by law or a governmental authority.
(d) Suspension Appeal. If your access is suspended under Section 14.3(b), you may request a review of the suspension within five (5) business days of receiving notice of the suspension by contacting support@nuclideon.com with a description of the circumstances and any relevant supporting evidence. Nuclideon will acknowledge your request within two (2) business days and provide a written determination within ten (10) business days. Nuclideon will restore access promptly if the review finds the suspension was not warranted.
14.4. Effect of Termination. Upon termination or expiration: (a) all rights and licences granted to you under these Terms will immediately cease; (b) you must immediately cease all use of the Services; (c) you must pay all outstanding fees; and (d) each party must return or destroy the other party's Confidential Information upon request.
14.5. Sections that by their nature should survive termination will survive, including but not limited to Sections 6.1, 7, 9, 10, 15, 16, 17, 18, and 20.
15. Disclaimers
15.1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". NUCLIDEON DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
15.2. Nuclideon does not warrant that the Services will be uninterrupted, error-free, or completely secure, or that all defects will be corrected.
15.3. Nuclideon does not warrant or endorse the accuracy, completeness, or reliability of any Customer Content or third-party content accessed through the Services.
15.4. Nothing in these Terms is intended to exclude, restrict, or modify any consumer guarantee or statutory right under the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) or any other applicable consumer protection legislation that cannot be excluded by agreement.
16. Limitation of Liability
16.1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL NUCLIDEON'S AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THESE TERMS EXCEED THE TOTAL FEES ACTUALLY PAID BY THE CUSTOMER TO NUCLIDEON DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
16.2. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL NUCLIDEON BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF NUCLIDEON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
16.3. Notwithstanding Section 16.1, each party's aggregate liability for (a) breach of confidentiality obligations (Section 10) and (b) indemnification obligations (Section 17) will not exceed two (2) times the total fees actually paid or payable by the Customer to Nuclideon during the twelve (12) months immediately preceding the event giving rise to the claim.
16.4. The limitations in Sections 16.1, 16.2, and 16.3 do not apply to: (a) the Customer's obligation to pay fees; or (b) liability that cannot be limited under applicable law, including the Australian Consumer Law.
17. Indemnification
17.1. By Nuclideon. Nuclideon will defend, indemnify, and hold harmless the Customer from and against any third-party claims, damages, losses, and expenses (including reasonable legal fees) arising from any allegation that the Services, as provided by Nuclideon and used in accordance with these Terms, infringe a third party's Intellectual Property Rights. This obligation does not apply to the extent the claim arises from: (a) modifications to the Services not made or authorised by Nuclideon; (b) Customer Content; (c) use of the Services in combination with products or services not provided by Nuclideon; or (d) use of the Services in breach of these Terms.
17.2. By Customer. The Customer will defend, indemnify, and hold harmless Nuclideon from and against any third-party claims, damages, losses, and expenses (including reasonable legal fees) arising from: (a) the Customer's breach of these Terms; (b) Customer Content; or (c) the Customer's use of the Services in violation of applicable law.
18. Governing Law and Dispute Resolution
18.1. These Terms are governed by and construed in accordance with the laws of the State of Queensland, Australia, without regard to its conflict of laws principles.
18.2. The parties submit to the exclusive jurisdiction of the courts of Queensland, Australia, and any courts competent to hear appeals from those courts.
18.3. Before commencing formal proceedings, the parties agree to attempt to resolve any dispute arising under or in connection with these Terms through good-faith negotiation for a period of not less than thirty (30) days. If the dispute is not resolved through negotiation, either party may pursue its rights and remedies at law.
19. Changes to These Terms
19.1. Nuclideon may update these Terms from time to time. Material changes will be notified to you via email to the address associated with your Account or through a prominent notice within the Services, at least thirty (30) days before the changes take effect.
19.2. Your continued use of the Services after the effective date of any changes constitutes your acceptance of the updated Terms. If you do not agree to the updated Terms, you must cease using the Services and may terminate your subscription in accordance with Section 14.1.
19.3. The current version of these Terms is always available at https://nuclideon.com/terms-of-service. This is the authoritative version of the Terms. A revision history is maintained at https://github.com/Nuclideon/legal for transparency, but in the event of any discrepancy, the version published at nuclideon.com prevails.
20. General Provisions
20.1. Entire Agreement. These Terms, together with any Order Form, the Privacy Policy, and any schedules or addenda referenced herein, constitute the entire agreement between the parties concerning the subject matter hereof and supersede all prior agreements, representations, and understandings.
20.2. Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect.
20.3. Waiver. No failure or delay by either party in exercising any right under these Terms constitutes a waiver of that right. A single or partial exercise of a right does not preclude any other or further exercise of that right.
20.4. Assignment. You may not assign or transfer these Terms, or any rights or obligations hereunder, without Nuclideon's prior written consent. Nuclideon may assign these Terms in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets without your consent.
20.5. Force Majeure. Neither party is liable for failure or delay in performing obligations (other than payment obligations) caused by circumstances beyond its reasonable control, including but not limited to natural disasters, pandemics, war, terrorism, government actions, power failures, internet disruptions, or third-party service outages.
20.6. Notices. All notices under these Terms must be in writing and sent to the email addresses associated with the Account (for the Customer) or to info@nuclideon.com (for Nuclideon). Notices are deemed received when sent by email, provided the sender does not receive a delivery failure notification.
20.7. Independent Contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.
20.8. Third-Party Rights. These Terms do not confer any rights on any person or party other than the parties to these Terms and their permitted successors and assignees.
20.9. Export Compliance. You must comply with all applicable export control and sanctions laws and regulations in connection with your use of the Services.
Schedule A — Data Processing Addendum (DPA)
A.1 Scope and Application
This Data Processing Addendum ("DPA") applies where Nuclideon processes personal data on the Customer's behalf as a data processor (or sub-processor) in the course of providing the Services. This DPA supplements and is incorporated into the Terms of Service.
For the purposes of this DPA, "personal data", "data controller", "data processor", "data subject", "processing", and "supervisory authority" have the meanings given to them under applicable Data Protection Laws.
"Data Protection Laws" means: (a) the Privacy Act 1988 (Cth) and the Australian Privacy Principles; (b) the General Data Protection Regulation (EU) 2016/679 ("GDPR") and its United Kingdom equivalent ("UK GDPR"), to the extent applicable; and (c) any other applicable data protection or privacy legislation.
A.2 Roles and Responsibilities
The Customer is the data controller (or equivalent) and determines the purposes and means of processing personal data. Nuclideon is the data processor (or equivalent) and processes personal data solely on the Customer's documented instructions and as necessary to provide the Services.
A.3 Processing Instructions
Nuclideon will process personal data only in accordance with: (a) the Customer's documented instructions as set out in these Terms, the Order Form, and any additional written instructions agreed between the parties; and (b) as required by applicable law, in which case Nuclideon will inform the Customer (unless prohibited by law).
A.4 Categories of Data
The categories of personal data and data subjects processed are determined by the Customer's use of the Services and may include names, email addresses, job titles, organisation details, IP addresses, and any personal data contained within Customer Content.
A.5 Security Measures
Nuclideon implements appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing, accidental loss, destruction, or damage. These measures are described in Section 12 of these Terms and the Privacy Policy.
A.6 Sub-processors
(a) Current Sub-Processor List. Nuclideon maintains a publicly accessible and up-to-date list of its current sub-processors, including each sub-processor's name, country of operation, and the nature of data processing performed, at https://nuclideon.com/sub-processors. Customers may subscribe to email notifications of updates to this list by contacting support@nuclideon.com.
(b) General Authorisation. By entering into these Terms, the Customer provides general authorisation for Nuclideon to engage the sub-processors listed at https://nuclideon.com/sub-processors as at the date the Customer's subscription commences. This general authorisation constitutes specific consent to each listed sub-processor for the purposes of Article 28(2) of the GDPR, to the extent applicable.
(c) New Sub-Processors — Standard Notice. Nuclideon will provide at least thirty (30) days' prior written notice of any intended engagement of a new sub-processor or material change to an existing sub-processor's role. The notice will include the sub-processor's name, country of operation, processing activities to be performed, and the data protection obligations imposed on the sub-processor.
(d) New Sub-Processors — GDPR Customers. For Customers whose personal data processing is subject to the GDPR or UK GDPR, Nuclideon will not engage a new sub-processor without providing the notice described in Section A.6(c) and allowing the Customer a fifteen (15) day period to raise a written objection. Engagement of the new sub-processor will not commence until either: (i) the objection period has passed without objection; or (ii) any objection has been resolved in accordance with Section A.6(f).
(e) Reasonable Grounds for Objection. A Customer may object to a new or existing sub-processor on reasonable data protection grounds. Reasonable grounds include, without limitation:
- (i) the sub-processor is located in a jurisdiction that has not been recognised as providing an adequate level of data protection under applicable Data Protection Laws, and no appropriate transfer mechanism is in place;
- (ii) the sub-processor has experienced a material data breach or has a documented history of data protection failures within the preceding three (3) years;
- (iii) engagement of the sub-processor would conflict with the Customer's own regulatory or industry compliance requirements (for example, obligations under HIPAA, ITAR, or sector-specific government security frameworks); or
- (iv) the sub-processor's processing activities are materially inconsistent with the description provided in Nuclideon's notice.
(f) Objection Resolution. If the Customer raises a written objection on grounds permitted under Section A.6(e), Nuclideon will acknowledge the objection within five (5) business days and the parties will discuss the concern in good faith. If the objection cannot be resolved within fifteen (15) days of acknowledgement, Nuclideon will either: (i) refrain from engaging the relevant sub-processor for the Customer's data; or (ii) offer a technically equivalent alternative configuration that does not involve the objected sub-processor. If neither option is feasible, the Customer may terminate the affected Service upon written notice without penalty, and Nuclideon will provide a pro-rata refund of prepaid fees for the unused portion of the Subscription Term.
(g) Enterprise Opt-Out. Enterprise Customers may designate specific sub-processors as unacceptable for their account in writing at any time, including at onboarding. Nuclideon will, within thirty (30) days of receiving such a designation, either: (i) confirm that the designated sub-processor will not be used to process that Customer's data and implement any necessary technical controls; or (ii) where removal is technically infeasible, propose an alternative configuration or escalate to good-faith negotiation under Section A.6(f). Nuclideon will provide written confirmation once any required technical controls are in place.
(h) Sub-Processor Obligations. Nuclideon will enter into a written data processing agreement with each sub-processor imposing data protection obligations no less protective than those in this DPA. Nuclideon remains fully liable to the Customer for the acts and omissions of its sub-processors to the same extent Nuclideon would be liable if performing the processing directly.
A.7 Data Subject Rights
Nuclideon will provide reasonable assistance to the Customer in responding to requests from data subjects exercising their rights under applicable Data Protection Laws, taking into account the nature of the processing. Nuclideon will promptly notify the Customer if it receives a request from a data subject directly, unless prohibited by law.
A.8 Data Breach Notification
In the event of a personal data breach, Nuclideon will notify the Customer without undue delay after becoming aware of the breach. The notification will include: (a) a description of the nature of the breach; (b) the categories and approximate number of data subjects and records affected; (c) the likely consequences; and (d) the measures taken or proposed to address the breach.
A.9 International Data Transfers
Where personal data is transferred outside Australia or the European Economic Area, Nuclideon ensures appropriate safeguards are in place, including: (a) EU Standard Contractual Clauses (SCCs) for transfers from the EEA; (b) UK International Data Transfer Addendum where applicable; or (c) other mechanisms approved under applicable Data Protection Laws.
A.10 Data Retention and Deletion
Upon termination or expiration of the Services, Nuclideon will, at the Customer's election, return or delete the Customer's personal data within the timeframes set out in Section 6.4 of these Terms, unless retention is required by applicable law. Nuclideon will provide written confirmation of deletion upon request.
A.11 Audit Rights
Upon reasonable written request and no more than once per twelve (12) month period, the Customer (or an independent third-party auditor bound by confidentiality obligations) may audit Nuclideon's compliance with this DPA. The Customer must provide at least thirty (30) days' prior notice and conduct the audit during normal business hours in a manner that minimises disruption. Any such audit will be conducted at the Customer's expense. Nuclideon may, at its discretion, satisfy an audit request by providing a written summary of its security measures and controls, or a copy of a relevant third-party audit report (such as SOC 2 or ISO 27001), in lieu of an on-site audit.
A.12 Cooperation
Nuclideon will provide reasonable cooperation and assistance to the Customer in relation to data protection impact assessments and prior consultations with supervisory authorities, where required under applicable Data Protection Laws.
Contact
For questions about these Terms, please contact:
Nuclideon Pty Ltd
ACN 681 220 548
Email: info@nuclideon.com
Website: https://nuclideon.com