Legal

Terms of Service

Version 1  ·  terms_v1.md

Terms of Service

Version: 1.0
Effective date: 1 March 2026
Governing law: Victoria, Australia

1. Acceptance

By accessing home.ruloapp.com or any ruloAI service, or by executing a Statement of Work or paying a deposit, you ("Client", "you") agree to be bound by these Terms. If you do not agree, do not use our services.

Curio Research Technologies Pty Ltd ("ruloAI", "we") reserves the right to update these Terms. Material changes will be communicated by email or notice on this website.

2. Services

2.1 Platform access

The rulo app platform at app.ruloapp.com is provided as a software service. Access is subject to the platform-specific terms presented at sign-up.

2.2 Professional services

Professional services engagements (consulting, software development, architecture, advisory) are governed by:

  1. These Terms
  2. The project-specific Commercial Services Agreement (executed at deposit)
  3. The Statement of Work (SOW) issued after deposit payment

In the event of conflict, the SOW takes precedence, followed by the Commercial Services Agreement, followed by these Terms.

3. Engagement and payment

3.1 Project initiation

Engagements commence upon receipt of a signed Commercial Services Agreement and the 20% deposit as specified in the project proposal. No work commences before both conditions are met.

3.2 Payment schedules

Clients may elect one of the following payment structures at deposit:

  • Lump sum: Full project value payable upfront (5% discount applies)
  • Monthly: Equal monthly instalments across the project duration
  • Weekly: Equal weekly instalments across the project duration

The elected schedule is fixed in the Commercial Services Agreement and cannot be changed without mutual written agreement.

3.3 No arrears policy

Clients may never be in arrears. If a scheduled payment fails:

  1. ruloAI will notify the Client by email immediately
  2. A 5-business-day cure period is provided
  3. If payment is not received within the cure period, work on the project is suspended
  4. If payment is not received within 14 days of the original due date, ruloAI may terminate the engagement and retain all fees paid for work completed to that point

3.4 Invoicing

Invoices are issued electronically and are due on the dates specified in the payment schedule. GST applies to Australian clients at the prevailing rate.

3.5 Minimum engagement

The minimum project value is AUD $20,000. We do not accept engagements below this threshold.

4. Deliverables and intellectual property

4.1 Work product ownership

Upon receipt of all payments due under an engagement, the Client owns all custom software, documentation, and deliverables created specifically for that project ("Work Product"), subject to clause 4.2.

4.2 ruloAI retained IP

ruloAI retains ownership of:

  • Pre-existing tools, frameworks, libraries, and methodologies
  • Internal tooling and AI models
  • Any generic components not created specifically for the Client's project

ruloAI grants the Client a perpetual, royalty-free licence to use retained IP embedded in delivered Work Product solely for the Client's business purposes.

4.3 Confidentiality

Each party agrees to keep the other's confidential information (including technical specifications, pricing, and business information) strictly confidential for 3 years following project completion. This obligation does not apply to information that is publicly available or independently developed.

5. Detailed specifications

The detailed technical specification is delivered electronically after deposit payment and execution of the Commercial Services Agreement. The specification constitutes ruloAI's confidential intellectual property until payment in full is received, after which it forms part of the Work Product.

6. Training access

Where training seat licences are included in an engagement:

  • Licences are for the number of seats and duration specified in the SOW
  • Licences are non-transferable and for the Client's personnel only
  • Misuse of training access may result in immediate revocation without refund

Training seat licences are valued at AUD $25,000 per seat and any discount applied is reflected in the SOW.

7. Warranties and liability

7.1 ruloAI warranties

ruloAI warrants that:

  • Services will be performed with reasonable skill and care
  • Deliverables will materially conform to the specifications in the SOW for 90 days following delivery

7.2 Limitation of liability

To the maximum extent permitted by Australian law:

  • ruloAI's total liability for any claim is limited to the fees paid in the 3 months preceding the claim
  • ruloAI is not liable for indirect, consequential, or loss-of-profit damages

Nothing in these Terms excludes liability that cannot be excluded under the Australian Consumer Law.

8. Termination

Either party may terminate an engagement for material breach if the breach is not cured within 14 days of written notice. ruloAI may immediately terminate if payment obligations are not met per clause 3.3.

Upon termination, the Client pays for all work completed to date. ruloAI will deliver all completed Work Product upon receipt of final payment.

9. Dispute resolution

Disputes will be resolved by:

  1. Good-faith negotiation between senior representatives (14 days)
  2. Mediation through the Australian Disputes Centre if negotiation fails
  3. Litigation in the courts of Victoria as a last resort

10. General

  • Entire agreement: These Terms, the Commercial Services Agreement, and the SOW constitute the entire agreement between the parties
  • Severability: If any provision is unenforceable, the remainder continues in full force
  • Waiver: Failure to enforce any right is not a waiver of that right
  • Assignment: Neither party may assign its rights without the other's written consent

Version 1.0 — effective 1 March 2026
Curio Research Technologies Pty Ltd(trading as rulo) [Australia]
Sliced Bread Holdings LLC (trading as ruloAI) [USA] — legal@ruloapp.com