Founder-drafted by Elderon Pty Ltd. Independent legal review recommended before material commercial use.
Elderon R&D Tax
Last updated: 13 April 2026
These terms of service (“Terms”) govern access to and use of the Elderon R&D Tax platform (the “Platform”) operated by Elderon Pty Ltd (ABN pending registration) (“Elderon”, “Provider”, “we”, “us”). By accessing or using the Platform, the Customer and its Authorised Users agree to be bound by these Terms. If there is a conflict between these Terms and a Master Services Agreement (“MSA”) executed between the parties, the MSA prevails to the extent of the inconsistency.
In these Terms, unless the context requires otherwise:
The Platform is a workflow and document-management tool designed to assist qualified R&D tax consultants and accounting firms in preparing claims under the R&D Tax Incentive (Division 355 of the Income Tax Assessment Act 1997 (Cth)). The Platform provides features including expense categorisation, compliance assessment, document generation, timesheet management, and audit trail maintenance, with AI-assisted capabilities.
The Platform is designed for use by qualified R&D tax professionals. It is not intended for direct use by end-taxpayers on a self-service basis.
The Customer and its Authorised Users must not:
The Customer is responsible for:
The Platform includes AI-assisted features that produce assistive output only. AI output may contain errors, omissions, or inaccuracies.
All AI-assisted assessments, document drafts, expense categorisations, and field suggestions must be reviewed and approved by a qualified R&D tax consultant before use in any AusIndustry registration, ATO submission, or client deliverable.
Elderon does not warrant the accuracy, completeness, or fitness for purpose of any AI-generated output. Elderon does not provide tax, legal, or accounting advice. Final compliance determinations, R&D activity eligibility assessments, and tax claim decisions remain the professional judgement and responsibility of the qualified consultant or accountant using the Platform.
Elderon retains all intellectual property rights in the Platform, including its software, design, documentation, and underlying technology. Nothing in these Terms transfers any intellectual property rights in the Platform to the Customer.
The Customer retains all rights in Customer Data, including all data uploaded to the Platform and all outputs generated from that data (such as AI-generated document drafts and assessments).
The Customer grants Elderon a limited, non-exclusive, non-transferable licence to process Customer Data solely for the purpose of providing the Platform service to the Customer. This licence terminates on expiry or termination of the agreement between the parties.
Elderon acts as a service provider and sub-processor of personal information under the Privacy Act 1988 (Cth). The Customer acts as the data processor (or controller, as applicable) for its End-Clients’ data.
The specific terms governing data processing are set out in the Data Processing Agreement (“DPA”) executed between the parties. Where a DPA has been executed, its terms supplement these Terms.
Fees for the Platform are payable in accordance with the applicable order form or commercial agreement between the parties. Where a pilot arrangement is in place, fees and payment terms are governed by the relevant MSA.
Unless otherwise agreed in writing, invoices are payable within 30 days of the invoice date. All fees are stated exclusive of GST. GST will be added to invoices in accordance with the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Each party (“Receiving Party”) agrees to keep confidential any information disclosed by the other party (“Disclosing Party”) that is designated as confidential or that a reasonable person would consider confidential given the nature of the information and the circumstances of disclosure (“Confidential Information”).
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was known to the Receiving Party before disclosure; (c) is independently developed by the Receiving Party without reference to the Confidential Information; or (d) is lawfully received from a third party without restriction.
The obligations of confidentiality survive termination of these Terms for a period of 3 years, except in respect of trade secrets, which survive indefinitely.
Elderon warrants that the Platform will materially conform to its published documentation during the subscription term. If the Platform fails to conform, Elderon will use reasonable efforts to correct the non-conformity.
AI-generated output is provided on an “as is” basis without any warranty of accuracy, completeness, or fitness for a particular purpose. The AI disclaimer in Section 5 applies.
Except as expressly stated in these Terms, Elderon makes no other warranties, whether express, implied, statutory, or otherwise, including implied warranties of merchantability or fitness for a particular purpose, to the maximum extent permitted by law.
To the maximum extent permitted by law, Elderon’s total aggregate liability under or in connection with these Terms, whether in contract, tort (including negligence), statute, or otherwise, is limited to the total fees paid by the Customer to Elderon in the 12 months immediately preceding the event giving rise to the claim.
To the maximum extent permitted by law, neither party is liable to the other for any indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, data, or business opportunity, regardless of whether such damages were foreseeable or whether a party was advised of the possibility of such damages.
Nothing in these Terms excludes, restricts, or modifies any consumer guarantee or right that cannot be excluded under the Competition and Consumer Act 2010 (Cth), including the Australian Consumer Law (Schedule 2). To the extent that Elderon is entitled to limit its liability under applicable law, Elderon’s liability is limited, at Elderon’s option, to the re-supply of the services or the payment of the cost of having the services re-supplied.
Each party (“Indemnifying Party”) indemnifies the other party (“Indemnified Party”) against any losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising from:
Indemnification obligations are subject to the liability cap in Section 11, except in cases of wilful misconduct or fraud.
Unless otherwise specified in an MSA, the subscription term is month-to-month.
Either party may terminate these Terms for convenience by providing 30 days’ written notice (or such longer period as specified in the MSA).
Either party may terminate these Terms for cause if the other party commits a material breach and fails to cure the breach within 30 days of receiving written notice specifying the breach.
Upon termination or expiry, the Customer may request an export of its Customer Data in JSON and CSV format. Elderon will make the export available for 30 days following the effective date of termination.
After the 30-day export period, Elderon will delete Customer Data from its active systems, unless the Customer has requested a legal-hold extension in writing (for example, to satisfy ATO record-keeping requirements).
Sections that by their nature should survive termination (including Sections 5, 6, 9, 10, 11, 12, and 15) survive termination of these Terms.
These Terms are governed by and construed in accordance with the laws of New South Wales, Australia. The parties submit to the exclusive jurisdiction of the courts of New South Wales.
Neither party is liable for any delay or failure to perform its obligations under these Terms to the extent caused by circumstances beyond its reasonable control, including natural disasters, acts of government, pandemics, internet or telecommunications failures, or acts of third-party service providers.
All notices under these Terms must be in writing and sent by email to the contact addresses specified in the MSA or, in the absence of an MSA, to the email addresses registered on each party’s account. Notices are deemed received on the business day following the date of sending.
Neither party may assign or transfer its rights or obligations under these Terms without the prior written consent of the other party, except that either party may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.
If any provision of these Terms is found to be invalid or unenforceable, that provision will be severed and the remaining provisions will continue in full force and effect.
These Terms, together with any MSA, DPA, and order form executed between the parties, constitute the entire agreement between the parties in relation to the subject matter and supersede all prior agreements, representations, and understandings.
Elderon may update these Terms from time to time. Material changes will be notified to Customer organisation administrators in writing at least 30 days before taking effect. Continued use of the Platform after the effective date of changes constitutes acceptance of the updated Terms.
For questions about these Terms, please contact us at alan@arconiccap.com.