Terms of use and membership agreement

These terms of use form a binding contract between you ("you", "the Member") and Martin Pataczek, trading as Idea Vault ("we", "us", "our"), the provider of the Idea Vault software service ("the Service").

Payments are processed securely by Stripe on our behalf. Stripe handles card processing, tax calculation and collection, invoicing and refund processing for our orders. Martin Pataczek remains the seller of the service and handles all product support enquiries.

By creating an account, ticking the acceptance box, or continuing to use the Service, you accept these terms, our refund policy and our privacy notice in full.

You confirm that you are of legal age to form a binding contract in your country and, if you are using the Service for an organisation, that you are authorised to bind that organisation.

If you do not accept these terms, you must not use the Service.

The Service helps you research a business concept using generic industry keywords, drafts business plan content and financial projections, and generates document templates including confidentiality deeds, cease and desist notices, invoices and tracing plans.

The Service is a software tool. It is not a law firm, accounting practice, financial adviser, licensed credit provider or business broker, and no lawyer-client, accountant-client or adviser-client relationship is created by your use of it.

All research figures, legislative summaries, grant references, projections and documents are indicative starting points generated in part by automated systems. They may be incomplete, out of date or wrong for your circumstances. You must have a qualified professional in your own jurisdiction review anything you rely on, sign, send, file or submit to a bank, investor or authority.

You remain solely responsible for every decision you make and every document you send.

Your description of your idea is encrypted and held on your own device. We do not transmit it to us or to any third party. Only the generic keywords you can see and edit, your region and your currency are sent for research.

We do not sell, licence, rent or disclose your personal information or your content to any third party for their own marketing or model-training purposes.

Where you choose to share content with another person from within the Service, that content is encrypted end to end, the recipient must accept binding confidentiality terms and verify their identity by phone or email before access is granted, and you accept that you have chosen to disclose that content.

You must provide accurate account information and keep it up to date.

You are responsible for keeping your password, device lock code and any share links confidential, and for all activity under your account. Tell us immediately if you suspect unauthorised access.

Accounts are for one person. You may not resell, share or transfer your account or membership.

If you lose your device lock code, your encrypted content cannot be recovered by us or by anyone else. This is a deliberate feature of the design.

You must not use the Service unlawfully or for fraud, spam, money laundering, sanctions evasion or any criminal purpose.

You must not infringe anyone's intellectual property, misuse anyone else's confidential information, or upload content you have no right to hold.

You must not interfere with the security or integrity of the Service, including probing, scanning, scraping, reverse engineering, circumventing credit limits or usage limits, introducing malware, or attempting to access another Member's data.

You must not use generated legal documents to harass, threaten or intimidate a person, or to make a claim you know to be false.

You must not present outputs of the Service as professional legal, financial or accounting advice to any third party.

Memberships are offered at Bronze, Silver, Gold and Platinum levels, each with a monthly credit allowance and perks as described on our pricing page. Prices are shown at checkout in your local currency where available.

Membership may be billed monthly or yearly. Yearly billing is charged as a single up-front payment.

Credits are consumed when you use paid features, including keyword research, plan drafting, confidential legal answers and printable PDF packs. Current credit costs are displayed in the app before you use a feature.

Credits may be topped up from US$1. Credits have no cash value, are not a financial product, are not transferable, and cannot be redeemed for money.

Monthly credit allowances are granted for the billing period. Unused allowance credits do not accumulate indefinitely and may expire at the end of the following billing period; purchased top-up credits remain available while your account is open.

Payment, invoicing, tax calculation and currency handling are performed by Stripe on our behalf under the Stripe Services Terms at https://stripe.com/legal/consumer.

We may change prices, tiers, credit costs and allowances. Changes to your recurring price take effect from your next renewal and we will give you reasonable notice.

You may cancel your membership at any time. Cancellation stops future renewals.

Where you cancel part way through a billing period, that period is not refunded or pro-rated. You keep access and any remaining allowance for the period you have already paid for. This is what is meant by no refund on early cancellation.

Nothing in this clause limits the change-of-mind window described in our refund policy, or any right you have under mandatory consumer law in your country that cannot lawfully be excluded.

Credits already consumed are not refundable.

In consideration of the research, drafting, document generation and tooling provided to you, you agree that where a business, venture, product line or entity is founded, launched, funded or materially developed using the Service (an "Assisted Venture") and that Assisted Venture generates net profit, you will pay us a revenue share of 5% of the net profit of that Assisted Venture.

"Net profit" means profit after direct costs, operating expenses, interest, depreciation and tax, as shown in the Assisted Venture's financial statements prepared in accordance with the applicable accounting standards of its jurisdiction, for each financial year.

The revenue share applies for a period of five (5) financial years beginning with the first financial year in which the Assisted Venture records net profit. It does not apply to any financial year in which the Assisted Venture records a loss, and losses are not carried forward against the share.

Payment is due within thirty (30) days of the earlier of the finalisation of the Assisted Venture's annual financial statements or the lodgement of its annual tax return, in the currency of the Assisted Venture's accounts.

You agree to notify us in writing within sixty (60) days of the end of each financial year in which an Assisted Venture recorded net profit, and to provide, on request, a copy of the financial statements or an accountant's certificate sufficient to verify the calculation. You agree to keep records for seven (7) years.

Where an amount payable under this clause is not paid by its due date, clause 10 (interest) applies. Where you have not notified us and we later establish that a share was payable, the amount is treated as having fallen due on the original due date.

We may audit a calculation once per financial year on reasonable notice, at our cost, unless the audit reveals an underpayment of more than five per cent, in which case the reasonable cost of the audit is payable by you.

You must not restructure, transfer, licence or interpose an entity for the dominant purpose of avoiding this clause. Where you do, this clause applies to the successor venture as if it were the Assisted Venture.

This clause survives termination of your membership. It is a material term. We may agree in writing to vary, discount or waive it for a particular venture, and no waiver is effective unless it is in writing and signed by us.

If this clause or any part of it is unenforceable in your jurisdiction, it is to be read down to the maximum extent that is enforceable, and the remainder of these terms continues in force.

Any amount payable to us that is not paid by its due date accrues interest at the rate of 10% per annum, calculated daily from the due date until payment in full, compounding monthly, or at the maximum rate permitted by law if lower.

You are liable for our reasonable costs of recovery, including debt collection fees and legal costs on a solicitor-client basis, and we may suspend the Service while an amount is overdue.

We own the Service, its software, prompts, templates, structure, documentation and branding, and all intellectual property in them. Nothing in these terms transfers that ownership to you.

We grant you a limited, non-exclusive, non-transferable, revocable licence to use the Service and to use the documents it generates for your own business purposes within your membership.

You may not resell, redistribute, sublicense, publish as your own product, or use the Service or its templates to build a competing service.

You own the content you enter. You grant us only the limited licence necessary to operate the Service for you, which for encrypted content held on your device is no licence at all because we cannot read it.

Parts of the Service use automated language models. Output may be inaccurate, outdated or unsuitable, and identical inputs may produce different output.

You are responsible for your prompts and inputs, for verifying output before use, and for holding the rights to anything you enter.

Generated legal documents are drafting aids only. They are not settled by a lawyer for your jurisdiction, may not comply with local formal requirements, and must be reviewed by a qualified lawyer before you sign, serve, send or file them.

You must not use generated documents to make an unfounded legal threat. We may remove content and suspend accounts for misuse, repeated infringement complaints, or unlawful content.

We aim to keep the Service available but we do not warrant uninterrupted, timely, secure or error-free operation. Maintenance, updates, third-party outages and events beyond our control may interrupt access.

We may modify, add or remove features. Where a change materially reduces the value of a paid membership, you may cancel and clause 8 applies.

To the fullest extent permitted by law, the Service is provided as is and we exclude all implied warranties, including merchantability, fitness for a particular purpose and non-infringement.

We do not warrant any commercial outcome, funding approval, grant eligibility, licence approval, valuation or level of profit.

Nothing excludes any guarantee, right or remedy that applies to you under mandatory consumer law and cannot lawfully be excluded, including the Australian Consumer Law where it applies.

To the fullest extent permitted by law, our aggregate liability arising out of or in connection with the Service is limited to the total fees you paid us in the twelve (12) months before the event giving rise to the claim.

We are not liable for indirect, consequential, special or punitive loss, or for loss of profits, revenue, business, goodwill, opportunity, funding or data, however caused.

Nothing in these terms limits liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or any liability that cannot lawfully be limited.

You indemnify us against all claims, losses, liabilities, penalties and reasonable legal costs arising from your content, your use of generated documents, your breach of these terms, your unlawful conduct, or a third party's claim relating to a venture of yours.

We may suspend or terminate your access immediately where you materially breach these terms, fail to pay an amount when due, create a security or fraud risk, or repeatedly or seriously breach our acceptable use rules.

You may close your account at any time. On closure, your encrypted content on your device remains yours; account records are retained only as long as required by clause 19 and our privacy notice.

Clauses 9, 10, 11, 15, 16, 20 and 21 survive termination.

Where you share content, the recipient must accept the confidentiality terms presented to them and verify their identity by phone or email. We record the fact, time and method of that acceptance and verification and make it available to you as evidence.

Acceptance by a recipient creates confidentiality obligations directly between you and that recipient. We are not a party to that agreement and do not enforce it for you.

If a recipient breaches confidentiality, the Service can generate a confidentiality deed, a cease and desist notice, a tracing and liability plan and an invoice with seven (7) day terms and interest accruing thereafter. These remain your documents and your claim.

Our handling of personal information is described in our privacy notice, which forms part of these terms.

We keep account, billing and consent records for as long as needed to provide the Service and to meet legal, tax and accounting obligations, then delete or anonymise them.

These terms are governed by the laws of Queensland, Australia, and you and we submit to the non-exclusive jurisdiction of the courts of that place, without limiting any right you have to bring proceedings in your own country of residence where mandatory law allows.

Before starting proceedings, each party agrees to raise the dispute in writing and attempt to resolve it in good faith within thirty (30) days, except where urgent injunctive relief is needed.

You may not assign these terms without our consent. We may assign them in connection with a merger, acquisition or sale of assets.

Neither party is liable for failure to perform caused by an event beyond its reasonable control.

If a provision is unenforceable, it is read down or severed and the remainder continues.

These terms, the refund policy and the privacy notice are the entire agreement between us about the Service.

We may update these terms. Material changes will be notified in the app or by email, and take effect for your next billing period or on continued use.

Questions or notices: legal@notify.bankableidea.com.