Terms and Conditions

1. Definitions

"Service" means the ShelfGRC platform, a cloud-based software-as-a-service (SaaS) application for governance, risk, and compliance management, including all AI-assisted features, tools, and related services provided by Shelf Labs.

"We," "Us," "Our" means Shelf Labs and its affiliates, employees, officers, agents, and assigns.

"You," "Your," "Customer" means the individual or organization accessing or using the Service.

"AI Proposals" means suggestions, recommendations, or automated content generated by our artificial intelligence systems, which require human review and approval before implementation.

"Customer Data" means all data, content, and information that you upload, submit, or otherwise provide to the Service.

2. Acceptance of Terms

By creating an account, accessing, or using ShelfGRC, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions, along with our Privacy Policy and AI Usage Policy.

If you are entering into these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

3. Service Description

3.1 Core Features

ShelfGRC provides a comprehensive platform for managing governance, risk, and compliance activities, including but not limited to:

• Risk register management and assessment
• Control library and effectiveness tracking
• Evidence repository and audit trail management
• Compliance obligations tracking
• Incident management and reporting
• AI-assisted proposal generation (subject to our AI Usage Policy)
• Executive reporting and analytics

3.2 AI-Assisted Features

Our Service includes AI-powered features that generate proposals and suggestions. These AI Proposals are advisory only and require explicit human review and approval. You acknowledge that:

• AI Proposals are suggestions, not decisions
• You retain full control and responsibility for all final decisions
• AI-generated content may contain errors or inaccuracies
• You must review all AI Proposals before accepting or implementing them

4. Account Registration and Security

4.1 Account Creation

To use the Service, you must create an account by providing accurate, complete, and current information. You agree to:

• Provide truthful and accurate registration information
• Maintain and promptly update your account information
• Maintain the security and confidentiality of your login credentials
• Notify us immediately of any unauthorized access or security breach

4.2 Account Responsibility

You are responsible for all activities that occur under your account. We are not liable for any loss or damage arising from your failure to maintain account security.

5. Subscription and Payment Terms

5.1 Subscription Plans

ShelfGRC is offered on a subscription basis. Subscription plans, features, and pricing are described on our website and may be updated from time to time with reasonable notice.

5.2 Payment

Subscription fees are billed in advance on a monthly or annual basis, as selected during registration. All fees are non-refundable except as required by law or as expressly stated in these Terms.

5.3 Automatic Renewal

Subscriptions automatically renew at the end of each billing period unless you cancel before the renewal date. You authorize us to charge your payment method for renewal fees.

5.4 Price Changes

We may modify subscription fees with at least 30 days' notice. Continued use of the Service after a price change constitutes acceptance of the new fees.

5.5 Taxes

Subscription fees are stated in United States dollars (USD) and exclusive of taxes unless indicated otherwise at checkout. Where we are registered to collect them, we will calculate, charge, and remit applicable indirect taxes — such as Australian Goods and Services Tax (GST), value-added tax (VAT), or sales tax — determined by your billing location and, where relevant, your tax status. Any such taxes are shown and added to your fees at checkout; prices are not displayed inclusive of tax. You remain responsible for any taxes, duties, or withholdings imposed on you that we are not required to collect.

5.6 Accuracy of Billing and Tax Information

You are responsible for providing and keeping current accurate, complete billing information, including your billing address and any business tax identification number (for example, an ABN, VAT number, or GST registration number). We rely on this information to determine and apply the correct tax treatment. You represent and warrant that the billing and tax information you provide is accurate and that you are authorized to purchase the Service on behalf of the organization identified.

If the information you provide is inaccurate, incomplete, or out of date and this results in tax being under-collected or over-collected, you are responsible for the resulting amount, and we may re-calculate, adjust, or re-issue invoices, and charge or refund the difference, as required by applicable law.

5.7 Business Customers and Reverse Charge

If you provide a valid business tax identification number, certain cross-border supplies of the Service may be zero-rated or subject to a “reverse charge,” in which case you are responsible for self-accounting for and remitting the applicable tax to your own tax authority. By providing a business tax identification number, you represent that you are acquiring the Service for business purposes and that the number is valid and belongs to your organization. You agree to indemnify us for any tax, penalties, or interest we incur arising from an invalid or incorrect tax identification number or a misrepresentation of your tax status.

5.8 Payment Processing and Currency

Payments are processed by our third-party payment processor, Stripe, and are subject to Stripe's terms. All fees are charged in United States dollars (USD) regardless of your location. You are responsible for any foreign-exchange, currency-conversion, or cross-border fees that your bank or card provider may apply.

6. Data Ownership and Usage

6.1 Customer Data Ownership

You retain all ownership rights to your Customer Data. We claim no intellectual property rights over the content you provide to the Service.

6.2 License to Use Customer Data

You grant us a limited, non-exclusive, worldwide license to access, use, process, and store your Customer Data solely to:

• Provide and maintain the Service
• Generate AI Proposals and recommendations
• Improve Service functionality and performance
• Comply with legal obligations

6.3 Data Processing

We process Customer Data in accordance with our Privacy Policy and applicable data protection laws, including GDPR and Australian Privacy Principles.

7. Acceptable Use Policy

7.1 Permitted Use

You may use the Service only for lawful purposes and in accordance with these Terms. You agree not to:

• Violate any applicable laws, regulations, or third-party rights
• Upload malicious code, viruses, or harmful content
• Attempt to gain unauthorized access to the Service or related systems
• Interfere with or disrupt the Service or servers
• Use the Service to transmit spam, phishing, or fraudulent content
• Reverse engineer, decompile, or disassemble the Service
• Resell, sublicense, or redistribute the Service without authorization

7.2 Enforcement

We reserve the right to investigate violations of these Terms and take appropriate action, including suspending or terminating accounts, removing content, and reporting to law enforcement.

8. Intellectual Property Rights

8.1 Our Intellectual Property

The Service, including its software, design, text, graphics, logos, and other content (excluding Customer Data), is owned by Shelf Labs and protected by copyright, trademark, and other intellectual property laws.

8.2 Limited License

We grant you a limited, non-exclusive, non-transferable license to access and use the Service for your internal business purposes, subject to these Terms.

8.3 Trademarks

"ShelfGRC," "Shelf Labs," and related logos are trademarks of Shelf Labs. You may not use our trademarks without our prior written consent.

9. Service Availability and Support

9.1 Service Level

We strive to maintain high availability of the Service but do not guarantee uninterrupted or error-free operation. We may perform scheduled maintenance with reasonable advance notice.

9.2 Support

We provide customer support via email and in-app messaging. Support response times vary by subscription plan.

10. Limitation of Liability

10.1 Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

10.2 Limitation of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SHELF LABS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR USE, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE.

10.3 Maximum Liability

OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE AMOUNT YOU PAID US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10.4 AI-Specific Limitations

We are not liable for decisions made based on AI Proposals. You acknowledge that AI-generated content is advisory only and that you are solely responsible for reviewing, validating, and implementing any AI suggestions.

11. Indemnification

You agree to indemnify, defend, and hold harmless Shelf Labs and its affiliates, officers, directors, employees, and agents from any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or related to:

• Your use of the Service
• Your violation of these Terms
• Your violation of any third-party rights
• Your Customer Data

12. Termination

12.1 Termination by You

You may cancel your subscription at any time through your account settings. Cancellation takes effect at the end of the current billing period.

12.2 Termination by Us

We may suspend or terminate your access to the Service immediately if you:

• Violate these Terms
• Fail to pay subscription fees
• Engage in fraudulent or illegal activity
• Pose a security risk to the Service or other users

12.3 Effect of Termination

Upon termination, your right to access and use the Service ceases immediately. We will retain your Customer Data for 30 days after termination, after which it may be permanently deleted. You may request a data export during this period.

13. Data Export and Portability

You may export your Customer Data at any time through the Service interface. We provide data export in standard formats (CSV, JSON) to facilitate data portability.

14. Modifications to Terms

We may modify these Terms from time to time. We will notify you of material changes via email or in-app notification at least 30 days before the changes take effect. Continued use of the Service after changes become effective constitutes acceptance of the modified Terms.

15. Third-Party Services

The Service may integrate with or link to third-party services (e.g., Supabase for database services). Your use of third-party services is subject to their respective terms and privacy policies. We are not responsible for third-party services.

16. Confidentiality

We will maintain the confidentiality of your Customer Data and will not disclose it to third parties except:

• As necessary to provide the Service
• With your consent
• As required by law or legal process
• To protect our rights, property, or safety

17. Governing Law and Dispute Resolution

17.1 Governing Law

These Terms are governed by the laws of Australia, without regard to conflict of law principles.

17.2 Dispute Resolution

Any disputes arising out of or related to these Terms or the Service shall be resolved through good faith negotiation. If negotiation fails, disputes shall be submitted to binding arbitration in accordance with Australian arbitration rules.

18. General Provisions

18.1 Entire Agreement

These Terms, together with our Privacy Policy and AI Usage Policy, constitute the entire agreement between you and Shelf Labs regarding the Service.

18.2 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

18.3 Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

18.4 Assignment

You may not assign or transfer these Terms or your rights under these Terms without our prior written consent. We may assign these Terms without restriction.

19. Contact Information