Terms of Service

1. Service Description

Assay provides AI-powered documentation generation for COBOL codebases. The Service is read-only — we analyse source code and produce documentation. We do not modify, compile, execute, or deploy any source code. We do not access production systems.

The Service produces: program overviews, business rule catalogues, dependency maps, dead code reports, and data flow analysis, delivered as a searchable knowledge base.

2. Engagement Process

• Scoping: Customer provides codebase size estimate. We provide a fixed-price quote based on tier (S/M/L/XL).
• NDA: Mutual NDA executed before any source code is shared.
• Transfer: Customer provides a static copy of source files via encrypted transfer. No production access required.
• Processing: We analyse the source code and generate documentation.
• Delivery: Documentation delivered via secure, time-limited download link.
• Review: 14-day acceptance period for Customer review.

3. Payment Terms

• 50% of the engagement fee due upon execution of the engagement agreement
• 50% due upon delivery of the completed knowledge base
• Payment terms: Net 14 from invoice date
• All prices quoted in AUD and exclude GST unless stated otherwise
• Payments processed via Stripe

4. Intellectual Property

4.1 Customer Source Code

The Customer retains all intellectual property rights in their source code. We acquire no rights to your source code beyond the limited licence to process it for documentation generation.

4.2 Generated Documentation

Upon full payment, ownership of the generated documentation transfers to the Customer. The Customer may use, modify, and distribute the documentation internally without restriction.

4.3 Our Tools and Methods

We retain ownership of our processing pipeline, prompt templates, and analytical methods. Nothing in these terms grants the Customer rights to our proprietary tools.

5. Confidentiality

All source code provided by the Customer is treated as Confidential Information. Our obligations include:

• All source copies deleted within 30 days of delivery, with written confirmation
• Confidentiality survives 3 years post-engagement
• Access limited to the Director of Solaisoft Pty Ltd only
• Source code processed via Anthropic API under commercial terms (not used for training)
• No reverse engineering of business logic

A separate Mutual NDA is executed before any source code is shared. The NDA terms supplement these Terms of Service.

6. Warranties and Disclaimers

6.1 What We Warrant

• Documentation will be generated using commercially reasonable AI analysis
• We will process your source code in accordance with our Privacy Policy
• All source copies will be deleted within the stated timeframe

6.2 What We Do Not Warrant

• Documentation is generated by AI and may contain inaccuracies. It should be reviewed by qualified personnel before reliance.
• We do not warrant that the documentation is complete or free from errors.
• We do not warrant fitness for any particular purpose, including regulatory compliance, audit, or legal proceedings.
• We do not provide COBOL consulting, code modification, or modernisation services.

7. Limitation of Liability

To the maximum extent permitted by Australian law:

• Our total liability for any claim arising from or related to the Service is limited to the fees paid by the Customer for the specific engagement giving rise to the claim.
• We are not liable for indirect, consequential, incidental, or punitive damages, including lost profits, lost data, or business interruption.
• We are not liable for any decisions made based on the generated documentation.

8. Acceptance and Review

• Customer has 14 days from delivery to review the documentation and raise any material concerns.
• Material concerns include: missing programs, incorrect program identification, or failure to process agreed-upon files.
• We will re-process affected sections at no additional cost for valid material concerns.
• After the 14-day review period, the deliverable is deemed accepted.

9. Termination

• Either party may terminate an engagement with 7 days written notice.
• If the Customer terminates before delivery, the upfront deposit (50%) is non-refundable.
• If we terminate before delivery, the upfront deposit is refunded in full.
• Upon termination, all source code copies are deleted within 30 days.

10. Governing Law

These terms are governed by the laws of Western Australia, Australia. The parties submit to the exclusive jurisdiction of the courts of Western Australia.

11. Changes to These Terms

We may update these terms from time to time. Changes do not apply retroactively to existing engagements. The current version is always available at assay.software/terms.

12. Contact

For enquiries about these terms:

• Email: legal@assay.software
• Mail: Solaisoft Pty Ltd, Perth, Western Australia