Legal

Lusida.ai Subscription Agreement

Version: October 2026

This Agreement is between Bidtech Limited, a New Zealand company trading as Lusida.ai (“Lusida”, “we”, “us”) and the organisation subscribing to the Service (“you”, “Customer”). By placing an Order that incorporates this Agreement or otherwise expressly accepting it, you agree to the version published at lusida.ai/subscription-agreement at that time. Microsoft is not a party to this Agreement.

An “Order” is the Microsoft Marketplace order or the applicable order form, agreement or statement of work with an authorised Lusida reseller that identifies your subscription to the Service and its commercial terms.

1. The Service

1.1 The “Service” is the Lusida software-as-a-service platform identified in your Order, which reads licence, usage, cost and configuration data from your Microsoft environment and presents analytics, reporting and recommendations, together with its documentation.

1.2 We grant you a non-exclusive, non-transferable right to use the Service for your own internal business purposes for the duration of your subscription. You are responsible for your users' compliance with this Agreement.

1.3 You must not resell or sublicense the Service, reverse engineer it, use it to build a competing product, or use it for any unlawful purpose.

1.4 The Service operates entirely through read-only permissions that you grant in your Microsoft environment. You may revoke any permission at any time through your Microsoft Entra admin center; doing so may stop parts of the Service working.

2. Free trial

2.1 Trial subscriptions are provided free of charge for the trial period stated in the Order, for evaluation only, and without any warranty or service commitment.

2.2 If you do not purchase a subscription when the trial ends, you have seven days to export your data, after which we delete your database.

3. Your data

3.1 All data the Service reads from your Microsoft environment, and everything derived from it for you, is “Customer Data”. You own it. We process it only to provide the Service to you and for no other purpose. We do not use Customer Data to train models or build products for anyone else.

3.2 Customer Data is held in a database dedicated to your organisation, hosted on Microsoft Azure in Australia (the Australia East region). If you run the Service as a managed application in your own Azure subscription, Customer Data is held there, in the region you choose. Customer Data is not stored outside Australia or your chosen region. The Service's AI features use Microsoft Azure OpenAI, which may process a request outside Australia unless you ask us to switch your organisation to Australia-only processing; requests are not stored outside Australia and are never used to train models. Emails you send to the Service, including invoices forwarded to it, are received through our email provider and may be processed outside Australia.

3.3 We handle personal information in accordance with our privacy policy atlusida.ai/privacy-policy, the Privacy Act 2020 (New Zealand) and, where applicable, the Privacy Act 1988 (Australia).

3.4 If we become aware of unauthorised access to Customer Data, we will notify you without undue delay, give you the information you reasonably need, and cooperate with your response, including any obligations you have under notifiable breach regimes.

3.5 When your subscription ends, you have thirty days to export Customer Data, after which we delete your database. We retain billing and business records as required by law.

4. Confidentiality

Each party will protect the other's confidential information, use it only for the purposes of this Agreement, and not disclose it except to personnel and advisers who need it and are bound by confidentiality obligations, or where disclosure is required by law. These obligations continue for five years after the Agreement ends, and for Customer Data until it is deleted.

5. Fees and payment

5.1 Your subscription fee is based on the Microsoft licensing spend band specified in your Order. Your Order sets out the applicable fee, subscription period and billing frequency.

5.2 Your Order identifies the applicable purchasing and billing arrangements, whether through Microsoft Marketplace or an authorised Lusida reseller. Invoicing, payment, taxes and refunds are governed by the terms applicable to that arrangement.

5.3 Optional AI features, including Lucy, may be offered on the subscription tiers we specify, under a separate agreement. The applicable terms and pricing, which may be usage-based, will be presented for acceptance before those features are enabled.

6. Service commitments

6.1 We will provide the Service with reasonable skill and care, materially in accordance with its documentation, and will maintain appropriate technical and organisational security measures, including encryption in transit and at rest.

6.2 We may update the Service from time to time provided the updates do not materially reduce its core functionality during your subscription.

6.3 Support is provided by email atsupport@lusida.ai during New Zealand business hours.

7. Consumer law

7.1 If you are in trade, the parties agree that the Service is supplied and acquired in trade, that the Consumer Guarantees Act 1993 (New Zealand) does not apply, and that it is fair and reasonable to contract out of that Act and sections 9, 12A and 13 of the Fair Trading Act 1986.

7.2 Nothing in this Agreement excludes, restricts or modifies any consumer guarantee, right or remedy under the Australian Consumer Law or any other statute that cannot lawfully be excluded. To the extent we are permitted to limit our liability for failure to comply with a consumer guarantee, our liability is limited to resupplying the Service or paying the cost of having it resupplied.

8. Liability

8.1 Neither party is liable for indirect or consequential loss, loss of profits, loss of revenue, or loss of data, however arising.

8.2 Each party's total aggregate liability under or in connection with this Agreement is limited to the fees paid or payable by you for the Service in the twelve months before the event giving rise to the claim. For this purpose, fees paid or payable by you for the Service include amounts paid or payable to Microsoft or an authorised Lusida reseller, but exclude fees for separate services supplied by a reseller. Where the Service is bundled with other services, the Order must separately identify the fee attributable to the Service.

8.3 The limits in this clause do not apply to your obligation to pay fees, to either party's liability for fraud or wilful misconduct, or to anything that cannot be limited by law, including clause 7.2.

9. Term, termination and suspension

9.1 This Agreement applies from your acceptance and continues while any subscription is active. Subscription periods and renewal terms are as stated in the Order. Accepting an updated version of this Agreement does not restart your subscription period.

9.2 Either party may terminate for material breach that is not remedied within thirty days of written notice, or immediately if the other party becomes insolvent.

9.3 We may suspend the Service on reasonable notice if your use materially breaches this Agreement or creates a security risk, and only to the extent necessary.

9.4 On termination your right to use the Service ends and clause 3.5 applies to your data. Clauses 3, 4, 7, 8 and 10 survive termination.

10. General

10.1 For customers in New Zealand this Agreement is governed by New Zealand law and the parties submit to the New Zealand courts. For customers in Australia it is governed by the law of New South Wales and the parties submit to the courts of New South Wales.

10.2 Notices may be given by email: to us atsupport@lusida.ai, and to you at the contact email specified in your Order or otherwise nominated by you for the Service.

10.3 Neither party is liable for delay or failure caused by events beyond its reasonable control, except payment obligations.

10.4 Either party may assign this Agreement to a related entity or in connection with a merger or sale of its business, with written notice to the other. Any other assignment needs the other party's written consent.

10.5 This Agreement, the Order and our privacy policy are the entire agreement between us on this subject, subject to any separate agreement under clause 5.3 for the features it covers. If they conflict, the Order prevails for the subscription tier, pricing, billing, duration and renewal; otherwise this Agreement prevails, followed by our privacy policy. A reseller cannot otherwise vary this Agreement without our express written agreement. Any separate services supplied by a reseller are governed by your agreement with that reseller. We will not change these terms during a current subscription period unless you and Lusida expressly agree.

10.6 If any part of this Agreement is unenforceable, the rest remains in effect.

Contact

Bidtech Limited, trading as Lusida.ai
Email: support@lusida.ai |lusida.ai