Terms and Conditions

Part 1 – Definitions and Interpretation

1. Definitions

In this Agreement, unless the context otherwise requires, the following definitions apply:

“Acceptance Date”

means the earlier of the date You accept these Terms by clicking “I Agree” or similar acceptance mechanism, or the date You first access or use the Service.

“Account”

means the account registered by You through the Website or App which enables You and Your Users to access and use the Service, including all associated User Accounts and data.

“Add-on”

means any additional feature, module, or service that enhances the Platform and may be activated for an additional fee, including but not limited to SMS Messaging, GPS Fleet Tracking, Customer Portal, AI Document Processing, Advanced Reporting, and API Access.

“Agreement”

means these Terms and Conditions of Service, together with any Order Form, Privacy Policy, Acceptable Use Policy, Service Level Agreement, and any other policies or schedules referenced herein or otherwise incorporated by reference.

“App”

means the mobile application(s) provided by Us for iOS, Android, or other platforms that enable access to the Service.

“Authorised Representative”

means: (a) Your director; (b) Your majority owner; (c) an individual designated as such by You in writing; or (d) an individual with administrative access to Your Account.

“Australian Consumer Law” or “ACL”

means Schedule 2 to the Competition and Consumer Act 2010 (Cth).

“Billing Date”

means the date on which Your subscription fees are charged, as specified in Your Order Form or Account settings.

“Business Day”

means a weekday on which trading banks are ordinarily open for business in Melbourne, Victoria, Australia.

“Claim”

means any claim, notice, demand, action, proceeding, litigation, investigation, judgment, damage, loss, cost, expense or liability however arising, whether present, unascertained, immediate, future or contingent, whether based in contract, tort (including negligence), equity, by operation of law or otherwise, and whether involving a third party or a party to this Agreement.

“Commencement Date”

means the earlier of the first day You have access to the Service or the date specified in Your Order Form.

“Confidential Information”

means non-public information, technical data, or know-how of a party and/or its affiliates, which is by its nature confidential and is furnished to the other party in connection with this Agreement, whether in writing, electronically, orally, or by any other means. Confidential Information includes, but is not limited to, trade secrets, business plans, customer lists, financial information, software, algorithms, and any information marked as confidential.

“Consequential Loss”

means any loss of revenue, loss of profit (whether direct or indirect), loss of anticipated savings, loss of business, loss of opportunity, loss of goodwill, loss of reputation, loss of use, loss or corruption of data, or any indirect, special, incidental, punitive or consequential loss or damage of any kind.

“Contractor User”

means a third-party contractor, subcontractor, or external party granted limited portal access to the Service to view assigned jobs, upload invoices, and complete assigned tasks.

“Customer Data” or “Your Data”

means all data, information, content, documents, images, files, and materials that You or Your Users upload, submit, store, transmit, or make available through the Service, including but not limited to customer information, job records, financial data, employee information, and any other business data.

“Documentation”

means any user guides, help files, technical specifications, API documentation, and other materials We provide relating to the Service.

“Effective Date”

has the same meaning as Acceptance Date.

“Fees”

means all subscription fees, usage fees, implementation fees, training fees, Add-on fees, and any other charges payable by You for the Service as set out in the Order Form or on the Website.

“Field User”

means a User who accesses the Service primarily through the mobile App for field-based tasks including viewing jobs, completing forms, recording time entries, and uploading photos and documents, but who does not have full administrative or office functionality.

“Force Majeure Event”

means any event beyond a party’s reasonable control, including but not limited to acts of God, natural disasters, pandemic, epidemic, war, terrorism, riots, civil unrest, government action, fire, flood, earthquake, power failure, telecommunications failure, internet service provider failure, cyberattack, or failure of third-party hosting providers.

“GST”

has the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

“Initial Term”

means the initial subscription period specified in Your Order Form, or if no period is specified, a period of one (1) month from the Commencement Date.

“Intellectual Property Rights”

means all intellectual property rights throughout the world, whether registered or unregistered, including but not limited to patents, trademarks, service marks, trade names, trade dress, copyrights, moral rights, design rights, database rights, rights in know-how, trade secrets, confidential information, and all applications and rights to apply for any of the foregoing.

“Liability”

means any expense, charge, cost, liability, loss, damage, claim, demand or proceeding (whether under statute, contract, equity, tort including negligence, indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent.

“Losses”

means any costs, liabilities, losses, Claims, damages and expenses (including reasonable legal fees whether incurred or awarded) of any kind or nature, whether arising in contract, tort (including negligence), equity, by operation of law, or otherwise.

“Office User” or “Power User”

means a User with full access to the Service including administrative functions, financial modules, reporting, and configuration settings.

“Order Form”

means any order, proposal, quote, or subscription document that specifies the Services You are subscribing to, the number of User licences, the Fees, and the Term.

“Party”

means a party to this Agreement, and “Parties” means both of Us.

“Personnel”

means any representative, director, employee, contractor, or agent employed, engaged, or instructed by a party.

“Platform”

means the cloud-based business management software platform provided by Us, including all modules, features, tiers, extensions, Add-ons, mobile applications, APIs, and related services.

“Privacy Policy”

means Our privacy policy as published on the Website and amended from time to time, which forms part of this Agreement.

“Professional Services”

means any implementation, configuration, customisation, training, migration, consulting, or other professional services We provide to You.

“Related Entity”

has the meaning given in section 9 of the Corporations Act 2001 (Cth).

“Renewal Term”

means each successive subscription period following the Initial Term, of the same duration as the Initial Term unless otherwise agreed.

“Service”

means the Platform and all related services, support, maintenance, updates, upgrades, Add-ons, APIs, mobile applications, and Documentation provided by Us under this Agreement.

“Service Level Agreement” or “SLA”

means the service level commitments set out in Schedule A to this Agreement or as otherwise published on the Website.

“Software”

means all software, including source code, object code, algorithms, architecture, designs, functionality, and documentation relating to the Platform, as well as all updates, upgrades, modifications, and derivative works thereto.

“Subscription”

means Your subscription to the Service under a specified tier (Starter, Professional, or Enterprise) with a specified number of User licences.

“Tax Invoice”

has the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

“Term”

means the Initial Term and any Renewal Terms, until this Agreement is terminated in accordance with its terms.

“Third Party Software”

means any third-party software, applications, or services integrated with or accessible through the Service, including but not limited to accounting software (Xero, MYOB, QuickBooks), payment processors, mapping services, and communication services.

“User”

means any individual who is authorised by You to access and use the Service, including Office Users, Field Users, Contractor Users, and any other individuals granted access through Your Account.

“User Account”

means an individual user account with a unique username and password issued under Your Account.

“We”, “Us”, “Our”, or “Provider”

means the legal entity providing the Service as identified in the Order Form or on the Website.

“Website”

means Our website at the domain where the Service is made available, and any subdomains, successor domains, or related sites.

“You”, “Your”, or “Customer”

means the legal entity or individual entering into this Agreement and subscribing to the Service, as identified in the Order Form or Account registration.

2. Interpretation

In this Agreement, unless the context otherwise requires:

• a reference to any legislation includes any subordinate legislation made under it and any modification, consolidation, re-enactment, or replacement of that legislation;
• a reference to this Agreement or any other document includes a reference to that document as amended, supplemented, novated, or replaced from time to time;
• a reference to a person includes any individual, company, corporation, partnership, trust, joint venture, association, unincorporated body, government authority, or other entity;
• words importing the singular include the plural and vice versa, and words importing a gender include all genders;
• headings are for convenience only and do not affect interpretation;
• “including” and similar expressions are not words of limitation;
• a reference to “$” or “dollars” is a reference to Australian dollars unless otherwise specified;
• if there is any inconsistency between this Agreement, the Order Form, and any schedule or policy, the documents shall prevail in that order unless expressly stated otherwise.

Part 2 – Grant of Licence and Service

3. Grant of Licence

3.1 Subject to Your payment of all applicable Fees and compliance with this Agreement, We grant You a non-exclusive, non-transferable, non-sublicensable, revocable licence during the Term to access and use the Service for Your internal business purposes and for the number of Users specified in Your Subscription.

3.2 This licence is strictly limited to the tier of Service (Starter, Professional, or Enterprise) and the number of User licences specified in Your Order Form or Account. You must not exceed Your licensed User count or access features not included in Your subscription tier.

3.3 You acknowledge that the Service is provided on a subscription basis and that You do not acquire any ownership rights in the Software, Platform, or Service. All rights not expressly granted are reserved by Us.

4. Scope of Service

4.1 The Service includes access to the Platform features corresponding to Your subscription tier, as follows:

• Starter Tier: Core job management, quoting, invoicing, basic CRM, calendar scheduling, mobile app access, single crew management, and GST reporting functionality;
• Professional Tier: All Starter features plus two-way accounting integration (Xero, MYOB, QuickBooks), asset management with preventative maintenance, SWMS and safety compliance forms, leads pipeline, recurring jobs, skills and certification tracking, auto-scheduler, job costing, inventory management, supplier management, purchase orders, basic HR functions, and Contractor portal access;
• Enterprise Tier: All Professional features plus progress claims, retention management, multi-entity support, Gantt charts with critical path, task dependencies, sprint and agile management, multi-warehouse inventory, van stock tracking, full payroll processing with STP, leave management, audit logs, and priority support.

4.2 We may update, modify, enhance, or change the features and functionality of the Service from time to time in Our sole discretion. We will use reasonable endeavours to notify You of material changes, but any such changes will not materially reduce the core functionality of Your subscription tier during the then-current Term.

4.3 Add-ons and additional modules may be activated separately for additional Fees as specified on the Website or in an Order Form.

5. Service Availability

5.1 We will use commercially reasonable efforts to make the Service available in accordance with the Service Level Agreement. Our target uptime is 99.5% measured on a monthly basis, excluding scheduled maintenance and circumstances beyond Our reasonable control.

5.2 Notwithstanding the foregoing, You acknowledge and agree that:

• the Service is provided over the internet and is dependent on telecommunications networks and infrastructure outside Our control;
• We may suspend or interrupt the Service for scheduled or emergency maintenance, security updates, or to comply with applicable laws;
• We are not responsible for any delays, delivery failures, or other damage resulting from Your internet service provider, telecommunications network, or local equipment.

5.3 Free trials, beta features, and preview functionality are provided on an “AS IS” and “AS AVAILABLE” basis and are not subject to the Service Level Agreement.

Part 3 – Your Obligations

6. Account Registration and Security

6.1 To access the Service, You must register for an Account by providing accurate, complete, and current registration information. You agree to update Your Account information promptly if any information changes.

6.2 You are responsible for:

• maintaining the confidentiality and security of all User Account credentials, passwords, and API keys;
• all activities that occur under Your Account, whether authorised by You or not;
• ensuring that each User has a unique User Account and that User credentials are not shared;
• immediately notifying Us of any unauthorised access, security breach, or suspected compromise of Your Account.

6.3 We may reset Your password and take any other action We reasonably deem necessary to maintain or enhance the security of Our systems and Your Account.

7. Acceptable Use

7.1 You agree to use the Service only for lawful business purposes and in accordance with this Agreement, all applicable laws, regulations, and industry codes. You must ensure that all Users comply with this Agreement.

7.2 You must not, and must ensure that Your Users do not:

• use the Service in any way that could damage, disable, overburden, or impair the Service or interfere with any other party’s use;
• attempt to gain unauthorised access to any systems, networks, accounts, or data;
• introduce any virus, malware, trojan, worm, or other malicious code;
• conduct any security testing, penetration testing, vulnerability scanning, or load testing without Our prior written consent;
• reverse engineer, decompile, disassemble, or attempt to derive the source code of the Software;
• copy, modify, adapt, translate, or create derivative works of the Service;
• sublicense, resell, rent, lease, distribute, or otherwise transfer the Service to any third party;
• use the Service to send spam, unsolicited communications, or communications in violation of the Spam Act 2003 (Cth);
• upload, store, or transmit any content that is unlawful, defamatory, obscene, fraudulent, harassing, or infringes any third-party rights;
• store any sensitive personal information, protected health information, or payment card data except as expressly permitted;
• use the Service for any purpose that is illegal or prohibited by this Agreement.

7.3 We reserve the right to remove or disable any content that violates this Agreement and to suspend or terminate Your Account for any breach.

8. Your Data and Content

8.1 You retain all Intellectual Property Rights in Your Data. You grant Us a non-exclusive, worldwide, royalty-free licence to use, copy, store, process, transmit, display, and back up Your Data solely for the purposes of providing the Service, performing Our obligations under this Agreement, and improving the Service.

8.2 You represent and warrant that:

• You own or have obtained all necessary rights, consents, and permissions to upload, store, and process Your Data through the Service;
• Your Data does not infringe any third-party Intellectual Property Rights or violate any applicable laws;
• You have provided all required notices and obtained all required consents for the collection, use, and disclosure of any personal information in Your Data in accordance with the Privacy Act 1988 (Cth) and other applicable privacy laws.

8.3 You are solely responsible for the accuracy, completeness, and legality of Your Data and for maintaining appropriate backup copies of Your Data outside the Service.

Part 4 – Fees and Payment

9. Fees

9.1 You agree to pay all Fees as set out in the Order Form or as published on the Website. All Fees are quoted in Australian dollars unless otherwise specified and are exclusive of GST.

9.2 Subscription Fees are based on the number of Users and the subscription tier selected. Fees are charged:

• for monthly subscriptions, in advance on each monthly Billing Date;
• for annual subscriptions, in advance for the full annual period on each annual Billing Date.

9.3 Usage-based fees for Add-ons (such as SMS credits) will be charged monthly in arrears based on actual usage during the billing period.

9.4 Implementation, training, migration, and Professional Services fees will be invoiced as specified in the Order Form or Statement of Work.

10. Payment Terms

10.1 Payment is due on the Billing Date by the payment method You have registered with Your Account. You authorise Us to charge all Fees to Your nominated payment method.

10.2 If payment is not received by the due date:

• We may charge interest on overdue amounts at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower, calculated daily from the due date until payment is received;
• We may suspend Your access to the Service after providing fifteen (15) Business Days’ written notice;
• You will be liable for all costs and expenses incurred in collecting overdue amounts, including reasonable legal fees.

10.3 All Fees are non-refundable except as expressly provided in this Agreement or as required by applicable law, including the Australian Consumer Law.

11. Taxes

11.1 All Fees are exclusive of GST. Where GST is payable on a supply made under this Agreement, You must pay to Us an amount equal to the GST payable on the supply, in addition to the Fees.

11.2 We will provide Tax Invoices compliant with GST legislation. You must pay any other applicable taxes, duties, levies, or government charges, excluding taxes on Our income.

12. Price Changes

12.1 We may change the Fees at any time by providing at least thirty (30) days’ written notice before the change takes effect. For annual subscriptions, any Fee increase will take effect at the start of Your next Renewal Term.

12.2 If You do not agree to a Fee change, You may terminate this Agreement by providing written notice before the Fee change takes effect, in which case Your Subscription will continue at the existing Fees until the end of Your current billing period.

Part 5 – Intellectual Property

13. Our Intellectual Property

13.1 We (and Our licensors) retain all right, title, and interest in and to the Service, Platform, Software, Website, App, Documentation, and all related Intellectual Property Rights. Nothing in this Agreement transfers any ownership of Intellectual Property to You.

13.2 All modifications, improvements, enhancements, derivative works, customisations, and any feedback, suggestions, or ideas You provide regarding the Service (“Feedback”) shall be Our exclusive property. You hereby assign to Us all Intellectual Property Rights in any Feedback and agree to execute any documents reasonably necessary to perfect such assignment.

13.3 You must not remove, alter, or obscure any proprietary notices, trademarks, or copyright notices on the Service.

14. Your Intellectual Property

14.1 As between You and Us, Your Data remains Your property. We claim no Intellectual Property Rights in Your Data except for the limited licence granted in clause 8.1.

14.2 You are solely responsible for maintaining appropriate backups of Your Data. We will maintain backups in accordance with Our standard practices, but We do not guarantee against data loss.

Part 6 – Confidentiality and Privacy

15. Confidentiality

15.1 Each party agrees to hold the other party’s Confidential Information in strict confidence and not to disclose it to any third party except:

• to Personnel, advisors, or contractors who need to know for the purposes of this Agreement and who are bound by confidentiality obligations at least as protective as this clause;
• as required by law, regulation, or court order, provided the disclosing party provides prompt notice (where legally permitted) to allow the other party to seek protective measures;
• with the prior written consent of the other party.

15.2 Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was lawfully in the receiving party’s possession before disclosure; (c) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or (d) is lawfully received from a third party without confidentiality obligations.

15.3 The confidentiality obligations in this clause survive termination or expiration of this Agreement for a period of three (3) years, or indefinitely in the case of trade secrets.

16. Privacy

16.1 Each party agrees to comply with all applicable privacy laws, including the Privacy Act 1988 (Cth) and any applicable Australian Privacy Principles.

16.2 Our collection, use, and disclosure of personal information is governed by Our Privacy Policy, which You acknowledge You have read and agree to. The Privacy Policy forms part of this Agreement.

16.3 You are responsible for ensuring that You have all necessary consents, notices, and legal bases to collect, use, and disclose personal information through the Service, and to transfer such information to Us for processing.

16.4 We may use aggregated, anonymised, or de-identified data derived from Your use of the Service for analytics, benchmarking, product improvement, and other business purposes.

Part 7 – Disclaimers, Limitations, and Exclusions of Liability

17. Disclaimer of Warranties

17.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED.

17.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO:

• any implied warranties of merchantability, fitness for a particular purpose, title, or non-infringement;
• any warranty that the Service will be uninterrupted, error-free, secure, or free of viruses or other harmful components;
• any warranty that the Service will meet Your specific requirements or achieve any particular results;
• any warranty regarding the accuracy, reliability, completeness, or timeliness of any information or content;
• any warranty that data loss will not occur.

17.3 YOU ASSUME ALL RESPONSIBILITY FOR DETERMINING WHETHER THE SERVICE IS ACCURATE, COMPLETE, OR SUFFICIENT FOR YOUR PURPOSES. YOU ACKNOWLEDGE THAT YOU HAVE NOT RELIED ON ANY REPRESENTATION OR WARRANTY NOT EXPRESSLY SET OUT IN THIS AGREEMENT.

17.4 Any pre-release, beta, or preview features are provided “AS IS” with all faults and are not subject to any service level commitments, warranties, or support obligations.

18. Limitation of Liability

18.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY YOU TO US DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY;
• IN NO EVENT SHALL OUR LIABILITY FOR ANY SINGLE INCIDENT OR SERIES OF RELATED INCIDENTS EXCEED THE FEES PAID BY YOU IN THE SIX (6) MONTHS PRECEDING SUCH INCIDENT.

19. Exclusion of Consequential Loss

19.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL LOSS, INCLUDING BUT NOT LIMITED TO:

• loss of revenue, profits, or anticipated savings (whether direct or indirect);
• loss of business, contracts, or business opportunities;
• loss of goodwill or reputation;
• loss of use of any equipment, software, or data;
• loss or corruption of data (including Customer Data);
• wasted management time or overhead;
• cost of substitute services or equipment;
• any indirect, special, incidental, exemplary, or punitive damages,

EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE CAUSE OF ACTION OR THE FORM OF CLAIM (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE).

19.2 THE EXCLUSIONS IN THIS CLAUSE 19 APPLY WHETHER SUCH DAMAGES ARE FORESEEABLE, KNOWN, OR OTHERWISE, AND WHETHER OR NOT THE INJURED PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

20. Specific Disclaimers

20.1 Data Loss: YOU ACKNOWLEDGE AND AGREE THAT WE SHALL NOT BE LIABLE FOR ANY LOSS, CORRUPTION, OR DESTRUCTION OF YOUR DATA HOWSOEVER CAUSED, INCLUDING BUT NOT LIMITED TO SYSTEM FAILURES, CYBERATTACKS, SOFTWARE BUGS, HUMAN ERROR, OR THIRD-PARTY ACTIONS. YOU ARE SOLELY RESPONSIBLE FOR MAINTAINING INDEPENDENT BACKUPS OF YOUR DATA.

20.2 Third-Party Services: YOU ACKNOWLEDGE AND AGREE THAT WE SHALL NOT BE LIABLE FOR ANY ACTS, OMISSIONS, ERRORS, OR FAILURES OF ANY THIRD-PARTY SOFTWARE, INCLUDING ACCOUNTING INTEGRATIONS (XERO, MYOB, QUICKBOOKS), PAYMENT PROCESSORS, MAPPING SERVICES, TELECOMMUNICATIONS PROVIDERS, OR HOSTING PROVIDERS. YOUR USE OF THIRD-PARTY SERVICES IS GOVERNED BY THE TERMS OF THOSE THIRD PARTIES.

20.3 Business Decisions: THE SERVICE IS PROVIDED AS A TOOL TO ASSIST YOUR BUSINESS OPERATIONS. YOU ARE SOLELY RESPONSIBLE FOR ALL BUSINESS DECISIONS MADE BASED ON INFORMATION OR REPORTS GENERATED BY THE SERVICE. WE MAKE NO REPRESENTATIONS REGARDING THE ACCURACY, COMPLETENESS, OR SUITABILITY OF ANY INFORMATION FOR YOUR PARTICULAR BUSINESS NEEDS.

20.4 Compliance: YOU ARE SOLELY RESPONSIBLE FOR ENSURING YOUR USE OF THE SERVICE COMPLIES WITH ALL APPLICABLE LAWS, REGULATIONS, INDUSTRY STANDARDS, AND CONTRACTUAL OBLIGATIONS, INCLUDING TAX OBLIGATIONS, BAS REPORTING, SINGLE TOUCH PAYROLL, WORK HEALTH AND SAFETY REQUIREMENTS, AND LICENSING REQUIREMENTS.

20.5 Security: WHILE WE IMPLEMENT REASONABLE SECURITY MEASURES, NO SYSTEM IS COMPLETELY SECURE. WE CANNOT GUARANTEE THE SECURITY OF YOUR DATA AGAINST UNAUTHORISED ACCESS, USE, OR DISCLOSURE. YOU ACKNOWLEDGE THE INHERENT RISKS OF TRANSMITTING DATA OVER THE INTERNET.

21. Australian Consumer Law

21.1 Certain rights and remedies may be available to You under the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) and similar legislation that cannot be excluded, restricted, or modified by agreement (“Non-Excludable Guarantees”).

21.2 Nothing in this Agreement excludes, restricts, or modifies any Non-Excludable Guarantees or any other rights which You may have under the Australian Consumer Law or any other applicable law that cannot be excluded, restricted, or modified by agreement.

21.3 To the extent that the Service is not of a kind ordinarily acquired for personal, domestic, or household use or consumption, Our liability for breach of any Non-Excludable Guarantee is limited, at Our option, to:

• in the case of goods: the replacement of the goods or the supply of equivalent goods; the repair of the goods; the payment of the cost of replacing the goods or acquiring equivalent goods; or the payment of the cost of having the goods repaired; and
• in the case of services: the supplying of the services again; or the payment of the cost of having the services supplied again.

21.4 You warrant and represent that You are acquiring the Service for the purposes of a business and not as a consumer, and that the consumer guarantee provisions of the Australian Consumer Law do not apply to this Agreement to the maximum extent permitted by law.

Part 8 – Indemnification

22. Your Indemnification

22.1 You agree to defend, indemnify, and hold harmless Us, Our Related Entities, and Our and their respective officers, directors, employees, contractors, and agents from and against any and all Claims, Losses, and Liabilities arising out of or in connection with:

• Your use of the Service or the use of the Service by Your Users;
• Your Data or any content You upload, store, or transmit through the Service;
• any breach or alleged breach of this Agreement by You or Your Users;
• any violation of applicable laws or third-party rights by You or Your Users;
• any allegation that Your Data infringes or misappropriates any third-party Intellectual Property Rights;
• any negligent, fraudulent, or wilful misconduct by You or Your Personnel.

23. Our Indemnification

23.1 We will defend You against any third-party claim alleging that the Service (excluding Third-Party Software and Your Data) infringes any Australian patent, copyright, or trademark, and will indemnify You for any damages finally awarded against You by a court of competent jurisdiction, provided that:

• You promptly notify Us in writing of the claim;
• We have sole control of the defence and any settlement negotiations;
• You provide reasonable cooperation and assistance at Our expense.

23.2 If the Service is or is likely to become the subject of an infringement claim, We may, at Our sole option and expense: (a) procure for You the right to continue using the Service; (b) modify the Service to make it non-infringing; (c) replace the Service with a non-infringing equivalent; or (d) terminate this Agreement and refund any prepaid Fees for the unused portion of the Term.

23.3 This clause 23 states Our entire liability and Your exclusive remedy for any intellectual property infringement claims.

24. Indemnification Procedure

24.1 A party seeking indemnification must: (a) promptly notify the indemnifying party in writing of the Claim; (b) give the indemnifying party sole control of the defence and settlement; (c) provide reasonable cooperation and assistance; and (d) not make any admission or settlement without the indemnifying party’s prior written consent.

24.2 The indemnifying party may not settle any Claim in a manner that admits liability or imposes obligations on the indemnified party without the indemnified party’s prior written consent.

Part 9 – Term and Termination

25. Term

25.1 This Agreement commences on the Acceptance Date and continues for the Initial Term and any Renewal Terms until terminated in accordance with this Part 9.

25.2 Unless You or We provide written notice of non-renewal at least thirty (30) days before the end of the then-current Term, this Agreement will automatically renew for successive Renewal Terms of the same duration as the Initial Term (or one month if the Initial Term was a free trial).

26. Termination for Convenience

26.1 Monthly Subscriptions: Either party may terminate this Agreement for any reason by providing at least thirty (30) days’ written notice. Termination will be effective at the end of the billing period following the expiry of the notice period.

26.2 Annual Subscriptions: You may terminate this Agreement at any time, but no refund will be provided for any unused portion of the annual subscription period. We may terminate by providing notice at least ninety (90) days before the end of the then-current annual term.

27. Termination for Breach

27.1 Either party may terminate this Agreement immediately upon written notice if the other party:

• commits a material breach of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach;
• commits a breach that is not capable of being cured;
• fails to pay any Fees when due and does not remedy the failure within fifteen (15) Business Days after receiving written notice.

27.2 We may suspend or terminate Your access to the Service immediately without notice if:

• You or Your Users breach the Acceptable Use provisions of this Agreement;
• We reasonably believe that Your Account has been compromised or is being used for illegal purposes;
• continued provision of the Service may pose a security risk to Us or Our other customers.

28. Termination for Insolvency

28.1 Either party may terminate this Agreement immediately upon written notice if the other party:

• becomes insolvent, bankrupt, or unable to pay its debts as they fall due;
• enters into liquidation, administration, receivership, or any similar process;
• makes an arrangement or composition with its creditors.

29. Effect of Termination

29.1 Upon termination or expiration of this Agreement:

• Your right to access and use the Service immediately ceases;
• You must immediately cease using the Service and delete any downloaded copies of the Software or Documentation;
• You remain liable for all Fees and charges accrued up to the date of termination;
• each party must return or destroy the other party’s Confidential Information upon request.

29.2 Data Retrieval: For a period of thirty (30) days following termination or expiration, You may request a copy of Your Data in a standard export format. After this period, We may permanently delete all Your Data from Our systems without further notice. WE SHALL NOT BE LIABLE FOR ANY LOSS OF YOUR DATA AFTER THE EXPIRY OF THIS RETRIEVAL PERIOD.

29.3 Surviving Provisions: Clauses 1-2 (Definitions and Interpretation), 13-14 (Intellectual Property), 15-16 (Confidentiality and Privacy), 17-21 (Disclaimers and Limitations), 22-24 (Indemnification), 29 (Effect of Termination), and 30-37 (General Provisions) survive termination or expiration of this Agreement.

Part 10 – General Provisions

30. Governing Law and Jurisdiction

30.1 This Agreement is governed by and shall be construed in accordance with the laws of Victoria, Australia, without regard to its conflict of law principles.

30.2 Subject to clause 31 (Dispute Resolution), the parties irrevocably submit to the exclusive jurisdiction of the courts of Victoria, Australia, and the Federal Court of Australia sitting in Victoria, and any courts of appeal from them, for any proceedings arising out of or in connection with this Agreement.

31. Dispute Resolution

31.1 If a dispute arises out of or in connection with this Agreement (“Dispute”), a party must not commence any proceedings relating to the Dispute until it has complied with this clause, except where the party seeks urgent interlocutory relief.

31.2 A party claiming a Dispute has arisen must give written notice to the other party specifying the nature of the Dispute.

31.3 The parties must attempt in good faith to resolve the Dispute through negotiation within fourteen (14) days of the notice.

31.4 If the Dispute is not resolved within fourteen (14) days, the parties must attempt to resolve the Dispute through mediation in accordance with the Resolution Institute Mediation Rules. The mediation will be held in Melbourne, Victoria.

31.5 If the Dispute is not resolved within thirty (30) days of referral to mediation, either party may commence court proceedings.

31.6 Nothing in this clause prevents a party from seeking urgent interlocutory or injunctive relief from a court.

32. Force Majeure

32.1 Neither party will be liable for any failure or delay in performing its obligations under this Agreement (other than an obligation to pay money) if such failure or delay results from a Force Majeure Event.

32.2 A party affected by a Force Majeure Event must promptly notify the other party and use reasonable efforts to mitigate the effects and resume performance as soon as practicable.

32.3 If a Force Majeure Event continues for more than sixty (60) days, either party may terminate this Agreement by written notice without liability.

33. Assignment

33.1 You may not assign, novate, or otherwise transfer any of Your rights or obligations under this Agreement without Our prior written consent, which may be withheld in Our sole discretion.

33.2 We may assign this Agreement to: (a) a Related Entity; (b) an acquirer of all or substantially all of Our assets or business relating to the Service; or (c) a successor by merger or other combination, without Your consent. We will notify You of any such assignment.

34. Notices

34.1 Any notice under this Agreement must be in writing and may be given by email to the address specified in the Order Form, Account settings, or as otherwise notified by a party.

34.2 A notice will be deemed to have been given: (a) if sent by email, upon transmission unless the sender receives an automated message indicating delivery failure; (b) if sent by registered post, three (3) Business Days after posting.

34.3 Notices to Us should be sent to the email address specified on the Website or in the Documentation for legal notices.

35. Amendments

35.1 We may amend this Agreement from time to time by posting the amended terms on the Website and providing You with notice. Your continued use of the Service after the effective date of any amendment constitutes Your acceptance of the amended terms.

35.2 For material changes that adversely affect Your rights, We will provide at least thirty (30) days’ notice. If You do not agree to the changes, You may terminate this Agreement by providing notice before the changes take effect.

36. Waiver and Severability

36.1 No failure or delay by a party in exercising any right under this Agreement will operate as a waiver of that right, and no single or partial exercise of any right will preclude any other or further exercise of that right or any other right.

36.2 If any provision of this Agreement is found to be invalid, illegal, or unenforceable, that provision will be severed or modified to the minimum extent necessary, and the remaining provisions will continue in full force and effect.

37. Entire Agreement

37.1 This Agreement (including all schedules, policies, and documents incorporated by reference) constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements, representations, warranties, and understandings, whether oral or written.

37.2 Each party acknowledges that it has not relied on any representation, warranty, collateral contract, or other assurance not expressly set out in this Agreement.

37.3 Nothing in this clause limits liability for fraudulent misrepresentation.

38. Relationship of Parties

38.1 The parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency, franchise, employment, or fiduciary relationship between the parties.

38.2 Neither party has authority to bind the other party or to incur any obligation on its behalf without prior written consent.

39. Third Party Rights

39.1 A person who is not a party to this Agreement has no right to benefit from or to enforce any term of this Agreement, except that Our Related Entities may enforce the rights and benefits conferred on them under this Agreement.

40. Marketing

40.1 You agree that We may use Your name and logo in Our marketing materials, customer lists, and case studies, unless You notify Us in writing that You do not wish to be identified as a customer.

Schedule A – Service Level Agreement

A.1 Service Availability

A.1.1 We will use commercially reasonable efforts to ensure the Service is available at least 99.5% of each calendar month (“Uptime Commitment”).

A.1.2 “Uptime” is calculated as: ((Total Minutes in Month - Downtime Minutes) / Total Minutes in Month) × 100%.

A.1.3 “Downtime” means periods when the core Service functionality is unavailable to You due to issues within Our reasonable control. Downtime does not include:

• scheduled maintenance performed during Our standard maintenance windows (notified at least 48 hours in advance);
• emergency maintenance required to address security vulnerabilities or critical issues;
• unavailability caused by Your equipment, software, network, or internet connectivity;
• unavailability caused by Third-Party Software or services;
• Force Majeure Events;
• unavailability resulting from Your breach of this Agreement.

A.2 Service Credits

A.2.1 If We fail to meet the Uptime Commitment in any calendar month, You may be eligible for Service Credits as follows:

Monthly Uptime Percentage	Service Credit
99.0% to < 99.5%	5% of monthly Fees
98.0% to < 99.0%	10% of monthly Fees
< 98.0%	15% of monthly Fees

A.2.2 To claim a Service Credit, You must submit a request in writing within thirty (30) days of the end of the affected month. Service Credits will be applied to future invoices and are non-transferable and non-refundable.

A.2.3 Service Credits are Your sole and exclusive remedy for any failure to meet the Uptime Commitment.

A.3 Support

A.3.1 Support is available via email, online ticketing system, and telephone during Business Hours (9:00 AM to 5:00 PM AEST, Monday to Friday, excluding public holidays).

A.3.2 Enterprise tier customers receive priority support with extended hours and a dedicated account manager.

A.3.3 Response times are targets only and not guaranteed:

Priority	Description	Target Response
Critical	Service completely unavailable	2 hours
High	Major feature unavailable	4 hours
Normal	Minor issues or questions	1 Business Day

Schedule B – Acceptable Use Policy

This Acceptable Use Policy forms part of the Agreement and applies to all Users of the Service.

B.1 Prohibited Uses

You must not use the Service to:

• violate any applicable laws or regulations;
• infringe any third-party intellectual property, privacy, or other rights;
• transmit any malicious code, viruses, or harmful software;
• send spam, unsolicited communications, or communications in violation of the Spam Act 2003;
• harass, abuse, threaten, or harm any person;
• store or transmit any content that is defamatory, obscene, or otherwise objectionable;
• interfere with or disrupt the Service or servers;
• attempt to gain unauthorized access to any systems or data;
• impersonate any person or entity;
• engage in any fraudulent, deceptive, or misleading practices.

B.2 Communication Services

If You use any communication features (SMS, email, phone) provided through the Service:

• You must comply with the Spam Act 2003 (Cth) and Do Not Call Register Act 2006 (Cth);
• You must have valid consent before sending any marketing communications;
• You must include unsubscribe mechanisms in marketing messages;
• You must not use communication services for emergency calls (000/112).

B.3 Enforcement

We reserve the right to investigate any suspected violations and to suspend or terminate access for any breach of this Policy. We may report illegal activities to appropriate authorities.

Acceptance

By clicking “I Agree”, creating an Account, or otherwise accessing or using the Service, You acknowledge that:

• You have read and understood this Agreement in its entirety;
• You have the authority to enter into this Agreement on behalf of the entity You represent;
• You agree to be bound by all terms and conditions of this Agreement;
• You acknowledge the disclaimers, limitations of liability, and exclusions set out in this Agreement;
• You are acquiring the Service for business purposes and not as a consumer;
• You waive, to the maximum extent permitted by law, any right to bring a class action or representative proceeding against Us.