Terms of use

Welcome to Vern. These Terms of Service ("Terms") govern your access to and use of Vern (the "Service"), an AI-powered data migration and customer onboarding platform available at vern.so.

By using the Service, you agree to these Terms. If you do not agree, please do not use Vern.

For questions about these Terms, contact:

Vern AI Pty Ltd
P/24 Campbell Street, Haymarket, NSW 2000, Australia
Email: vish@vern.so

1. Definitions

"Vern", "we", "us", and "our" refer to Vern AI Pty Ltd (ACN to be inserted), an Australian proprietary company that operates the Service.

"You", "Customer", and "User" refer to the company or individual that has registered an account or otherwise uses the Service.

"Customer Data" means any data, files, exports, records, or other content that you (or your end customers) upload to, generate within, or instruct Vern to process through the Service — including data extracted by Vern's agents from legacy or third-party systems on your behalf.

"Credits" means the unit of measurement used to meter your usage of the Service. Usage is metered in Credits based on the volume and type of data processed, as described on our pricing page. Credits have no cash value, are non-transferable, and are non-refundable except where required by law.

"End Customer" means a customer of yours whose data you migrate or onboard using the Service.

"Third-Party Services" means any website, application, or service not owned or operated by Vern.

"Sub-processors" means third parties we engage to process Customer Data in connection with the Service. A current list is available in our Privacy Policy.

2. Service description

Vern provides an AI-powered data migration and onboarding platform built for vertical SaaS companies. The Service helps you migrate End Customer data from legacy systems into your own application by extracting data from source systems and exports, mapping and transforming it to your schema, validating it, and importing it into your platform via API.

The Service is provided on a subscription basis under credit-based plans. The features, included Credit allotments, usage-based (overage) rates, and pricing for your plan are set out on our pricing page or in a separately agreed order form.

3. Your account

Eligibility

You must be at least 18 years old and have legal capacity to enter into contracts.

You must be using the Service for a legitimate business purpose.

If you accept these Terms on behalf of a company, you represent that you have authority to bind that company.

Account responsibilities

You are responsible for maintaining the confidentiality of your account credentials and for all activity under your account.

You agree not to share your account or grant access to anyone outside your organisation without our written consent.

You must notify us promptly at vish@vern.so of any suspected unauthorised use of your account.

4. Acceptable use

You agree to use Vern only for lawful purposes and only with data and systems that you own, control, or have appropriate permission to access.

You will not:

Use Vern to access, extract from, or interact with any system or service without proper authorisation from the system owner or your End Customer.

Use Vern in a way that violates applicable laws (including privacy, data protection, intellectual property, and computer misuse laws) or any contract you have with a third party.

Attempt to disrupt, reverse-engineer, or probe the Service for vulnerabilities outside of a coordinated disclosure process.

Upload malware, or use the Service to transmit harmful code.

You are responsible for ensuring you have the rights and permissions necessary to process the Customer Data you submit to Vern, including any consents required from your End Customers.

We may suspend or terminate accounts that materially breach this section.

5. Subscription, Credits, and payment

Plans and pricing. The Service is offered under credit-based subscription plans. The fees, billing frequency, included Credit allotment, usage-based (overage) rate, and any usage limits applicable to your subscription are set out on our pricing page or in your order form. All prices are in USD unless stated otherwise and are exclusive of applicable taxes.

Credits and usage-based billing. Usage of the Service is metered in Credits. The number of Credits consumed by a migration depends on the volume of data processed and the extraction method used, as described on our pricing page. Paid plans include a stated allotment of Credits for each billing period; these periodic allotments do not roll over, and any unused portion expires at the end of the billing period. Usage beyond your included allotment ("overage") is billed in arrears at the per-Credit rate stated on our pricing page, at the end of the applicable billing period. Any one-time or promotional Credit grants (for example, Credits included with a free or trial plan) are one-time, do not renew, have no cash value, and are non-refundable.

Payment. Payments are processed by Stripe. You authorise us (via Stripe) to charge your payment method for subscription fees and any accrued overage as they fall due.

Renewal, term, and upfront billing. Subscriptions renew automatically at the end of each billing period unless cancelled in accordance with Section 11. Monthly plans are billed at the start of each monthly period. Annual plans are billed in full and in advance for the entire committed annual term.

No refunds; no mid-term changes. Except where required by law, all fees (including annual fees paid upfront) are non-refundable, and no refunds or credits are provided for partial billing periods, unused Credits, or accounts terminated for breach. Plan downgrades and cancellations take effect at the end of your then-current billing period (for annual plans, at the end of the committed annual term); we do not provide pro-rated refunds or mid-term downgrades. Nothing in this section limits any consumer guarantee or other right that cannot be excluded under the Australian Consumer Law or other applicable mandatory law.

Failed payments. If a payment fails, we may suspend, downgrade, or cancel your access until the issue is resolved.

Legacy plans. We may update our plans and pricing from time to time. Where we transition your subscription from a legacy plan to a current plan, any resulting change to your billing will be notified to you in advance in accordance with Section 13.

6. Customer Data and data processing

Ownership

You retain all rights, title, and interest in Customer Data. We do not claim ownership of Customer Data.

Licence to us

You grant Vern a limited, non-exclusive, worldwide licence to host, store, transmit, process, and display Customer Data solely as necessary to provide and improve the Service, maintain security, and comply with our legal obligations.

Vern as a Data Processor

Where Customer Data includes personal information of your End Customers, you act as the data controller (or equivalent) and Vern acts as a data processor (or equivalent) on your behalf. In that capacity, we will:

Process Customer Data only on your documented instructions, including those given through your configured use of the Service, except where required to do otherwise by law.

Ensure that personnel authorised to access Customer Data are bound by confidentiality obligations.

Implement appropriate technical and organisational measures to protect Customer Data, consistent with our ISO/IEC 27001 certified information security management system.

Engage Sub-processors only under written terms that impose data protection obligations substantially similar to those in these Terms. The current list of Sub-processors is available in our Privacy Policy and Trust Center; we will provide reasonable advance notice of material changes.

Assist you, taking into account the nature of the processing, with responding to requests from individuals exercising their rights under applicable privacy laws, and with your obligations relating to security, breach notification, and impact assessments.

On termination or expiry of your subscription, delete or return Customer Data in accordance with Section 11, subject to retention required by law.

AI training

We do not use your Customer Data to train foundation models or any general-purpose AI models. We may use aggregated, de-identified operational data (such as schema patterns and migration metadata) to improve the Service.

Security

Vern maintains an information security program certified to ISO 27001. Further detail on our security controls is available at our Trust Center.

7. Intellectual property

The Service, including all software, models, agents, documentation, and design, is and remains the exclusive property of Vern and its licensors. We grant you a limited, non-exclusive, non-transferable, revocable licence to use the Service during your subscription, solely for your internal business purposes.

Other than the licences expressly granted in these Terms, no rights are granted by implication, estoppel, or otherwise.

You may provide feedback or suggestions about the Service. You grant us a perpetual, royalty-free licence to use that feedback for any purpose without obligation to you.

8. Third-party services

The Service relies on third-party providers (including those listed in our Privacy Policy). Your use of the Service may involve processing by these providers under their own terms. We select Sub-processors carefully but are not responsible for the acts or omissions of Third-Party Services that you choose to integrate with independently.

9. Disclaimers

To the maximum extent permitted by law:

The Service is provided "as is" and "as available" without warranties of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, or accuracy.

We do not warrant that the Service will be uninterrupted, error-free, or that automation or AI outputs will be complete or accurate. You are responsible for reviewing outputs before relying on them in production.

AI-generated outputs (including ETL plans, mappings, and extracted data) may contain errors. You are responsible for the human review, validation, and final acceptance of all data before it is used or imported into your production systems.

Nothing in these Terms excludes any consumer guarantee or other right that cannot be excluded under the Australian Consumer Law or other applicable mandatory law.

10. Limitation of liability and indemnification

Limitation of liability

To the maximum extent permitted by law:

Neither party will be liable for indirect, incidental, consequential, special, exemplary, or punitive damages, or for loss of profits, revenue, goodwill, or anticipated savings, arising out of or related to these Terms, even if advised of the possibility of such damages.

Each party's total aggregate liability arising out of or related to these Terms is limited to the fees paid or payable by you to Vern in the twelve (12) months preceding the event giving rise to the claim.

These limits do not apply to (a) your payment obligations, (b) either party's indemnification obligations, or (c) liability that cannot be limited under applicable law.

Your indemnification

You agree to indemnify, defend, and hold harmless Vern, its officers, directors, employees, and agents from and against claims, damages, losses, and reasonable costs (including legal fees) arising from or related to:

Your breach of these Terms, including the Acceptable Use section.

Customer Data, including any claim that Customer Data, or your processing of it, infringes the rights of, or causes harm to, a third party.

Your violation of any applicable law in connection with your use of the Service.

11. Term and termination

By you

You may cancel your subscription at any time through your account settings or by contacting us. Cancellation takes effect at the end of your then-current billing period (for annual plans, at the end of the committed annual term); the subscription will not renew after that point. Except where required by law, no refund is provided for the unused portion of a paid period or for unused Credits.

By us

We may suspend or terminate your access:

Immediately, for material breach of these Terms (including the Acceptable Use section) that you do not cure within 10 days of notice (or immediately, where the breach cannot be cured or where required by law);

For non-payment that remains unresolved for more than 14 days after notice; or

Immediately, if continued provision of the Service would expose Vern to legal or regulatory risk.

Effect of termination

On termination:

Your right to access and use the Service ends.

We will, on your written request made within 30 days of termination, make Customer Data available to you for export in a commonly used format. After that period, we may delete Customer Data, subject to any retention required by law (for example, for compliance, audit, or dispute resolution purposes).

Sections that by their nature should survive (including Customer Data, intellectual property, disclaimers, limitation of liability, indemnification, governing law, and these survival provisions) survive termination.

12. Governing law and disputes

These Terms are governed by the laws of New South Wales, Australia. The parties submit to the exclusive jurisdiction of the courts of New South Wales and the federal courts of Australia.

Before commencing formal proceedings, the parties will attempt in good faith to resolve any dispute by senior representatives meeting (in person or by video) within 30 days of written notice of the dispute. This requirement does not prevent either party from seeking urgent injunctive relief.

13. Changes to these Terms

We may update these Terms from time to time. If a change is material, we will give you reasonable advance notice (by email to your account email address or by in-app notice) before it takes effect. Continued use of the Service after the effective date of the change means you accept the updated Terms. If you do not accept a change, your remedy is to stop using the Service and cancel your subscription.

14. General

Entire agreement. These Terms (together with any order form, our Privacy Policy, and any policies referenced in them) form the entire agreement between you and Vern regarding the Service.

Order of precedence. If there is a conflict, the order of precedence is: (1) a signed order form or master agreement, (2) these Terms, (3) the Privacy Policy.

Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, reorganisation, or sale of substantially all of our assets.

Severability. If any provision is held unenforceable, the remaining provisions continue in effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.

Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.

No waiver. A failure to enforce a provision is not a waiver of the right to do so later.

Notices. Legal notices to Vern must be sent to legal@vern.so and to P/24 Campbell Street, Haymarket, NSW 2000, Australia. Notices to you may be sent to your account email address.

Independent contractors. Nothing in these Terms creates an agency, partnership, or joint venture.

15. Contact

Vern AI Pty Ltd
P/24 Campbell Street, Haymarket, NSW 2000, Australia
Email: vish@vern.so
Trust Center: trust.vern.so