EasyDone Subscription Agreement

Part 1. Our agreement

In short: who it is between, what it is made of, how it is signed, and how it can change.

1.1 Parties

This agreement is between EasyDone Software Pty Ltd (EasyDone, we, us, our) and the business named in the Order (you, your, the Customer).

1.2 What makes up the agreement

(a) The agreement consists of:

(i) the Order (including the plan, people, prices and any special conditions shown in it);

(ii) these terms, including the Schedules; and

(iii) any Statement of Work that both parties have accepted in writing.

(b) If there is an inconsistency, the following order of priority applies, to the extent of the inconsistency: first, a special condition in the Order that expressly identifies the clause it changes; second, the rest of the Order; third, a Statement of Work (but only for the work it covers); fourth, Schedule 4 (Studio), Schedule 5 (Demos) or Schedule 6 (Free Trial) for their subject matter; fifth, the Parts of these terms; last, the other Schedules.

(c) Our website, sales material, demos, proposals, roadmaps, chat messages and emails do not form part of the agreement unless the Order expressly includes them. Later changes to our website do not change what you signed. Nothing in this clause excludes any right you have under the Australian Consumer Law in relation to anything we told you before you signed.

1.3 How the agreement is made

(a) The agreement is made when you accept it in one of the ways described in clause 1.4, and we have approved the Order that you accepted (for an online sign-up, our approval is given when we send you the sign-up link for that Order). If the Order says EasyDone must countersign, the agreement is made only when both parties have signed.

(b) If you sign up with a Free Trial, your subscription starts when the agreement is made, but nothing is charged until the Start Date, which is at the end of the Free Trial (or earlier, if you choose to start paying early). Schedule 6 explains how the Free Trial works. If you have no Free Trial, your subscription and billing start on the Start Date. Unless the Order states a fixed term, the subscription continues month to month, renewing automatically at the start of each Billing Period, until it is ended under Part 9. Your fees for each Billing Period depend on how many Billable Users you have, as explained in Part 4, so they can go up or down from one month to the next.

(c) If the Order states a fixed or annual term, we will send you a reminder at least 30 days before that term renews. Unless the Order says otherwise, the subscription then continues month to month.

1.4 Electronic signing and acceptance

(a) You may accept this agreement electronically, including by:

(i) typing your full name and ticking the acceptance box on our sign-up page;

(ii) drawing your signature on our sign-up page;

(iii) signing through an electronic signing service we nominate; or

(iv) where we offer it for a particular change, clicking an "Accept" or similar button while signed in to the Service as an administrator.

(b) Each party consents to the agreement, notices and records being given, signed and kept electronically, in accordance with the Electronic Transactions Act 1999 (Cth) and the Electronic Transactions Act 2011 (WA). You may ask us for a different signing method before you sign.

(c) The person who accepts this agreement for you confirms that:

(i) they have read the agreement or had the opportunity to read it;

(ii) they are authorised to bind the Customer named in the Order, as its director, owner, or as an employee or agent with actual authority; and

(iii) the details they have given (including the Customer's legal name and ABN) are correct.

(d) We will keep a record of the acceptance, which may include the name, role and email typed or entered, any drawn signature, the time, the internet address and device information, the exact version of the agreement, and a digital fingerprint of the signed document. We will give you a copy of the signed agreement by email and keep it available to your administrator in the Service or on request.

(e) The agreement may be signed in counterparts, and an electronic copy of the signed agreement is as valid as an original.

1.5 Changes to these terms

(a) We may change these terms from time to time only for a Legitimate Reason. A Legitimate Reason is:

(i) a change in law, regulatory guidance, or a court or regulator's decision;

(ii) a change made by a Third-Party Service (including an AI Provider) to its terms, features, pricing or availability that affects the Service;

(iii) a reasonable response to a security, fraud, abuse or safety risk;

(iv) the introduction of a new feature, product or plan (in which case the change applies only to that new feature, product or plan);

(v) to make the terms clearer, or to correct an error, without changing their effect; or

(vi) another change reasonably necessary to protect our legitimate business interests, which is not materially detrimental to you.

(b) We will give you at least 30 days' notice of a change by email to your administrator, and show the change (with a marked-up or summarised version) in the Service or on our website. A change that is only for your benefit, or that is required urgently by law or to address a security risk, may take effect sooner, and we will tell you as soon as practicable.

(c) If a change is materially detrimental to you, you may end the agreement by notice before the change takes effect. If you do, we will refund any fees you have prepaid for the period after the date your cancellation takes effect, and the change will not apply to you.

(d) Price changes are dealt with in clause 4.7, not this clause.

(e) Any other change to the agreement (including a change to an Order or a special condition) must be agreed in writing by both parties. An administrator's acceptance in the Service of a new Order, plan, add-on or Statement of Work counts as agreement in writing.

(f) A change never applies to a claim or dispute that arose before the change took effect.

Part 2. What we provide

In short: the software, your own server in Australia, your plan and the services listed in your Order. We keep improving it, and we tell you about big changes.

2.1 The Service

(a) During the Subscription Term we will provide you with access to the Service described in the Order, for your plan and your Users, in accordance with this agreement. You pay for your Users as Billable Users under Part 4.

(b) We will provide the Service with due care and skill, using suitably skilled people and tools (including the AI-assisted tools described in clause 2.9), and in accordance with the law that applies to us.

(c) Only the features, services and commitments expressly included in the Order (or described for your plan on the plan page we linked from the Order at the time you signed) are part of what you have bought. Proposed features, roadmaps, previews and "coming soon" items are not promises. We may make features available in "preview" or "beta": those are provided as they are, may change or be withdrawn at any time, and are not part of your plan unless the Order says so.

2.2 Your own server

(a) Each paying customer's EasyDone runs on its own Dedicated Server. Unless the Order says otherwise, the Dedicated Server is a virtual cloud server provided to us by DigitalOcean in its Sydney, Australia region, and we manage it for you. During a Free Trial, your EasyDone runs on a shared Trial Instance instead, and your Dedicated Server is set up once your first payment succeeds (Schedule 6).

(b) We will keep the primary copy of your Customer Data (the live database and stored files of your EasyDone) on servers located in Australia. We will not move that primary hosting outside Australia without your prior written agreement. Clause 7.9 and Schedule 2 explain the Third-Party Services that process some data outside Australia (for example AI, payment, email and network services).

(c) Server size and automatic resizing. We choose the size and configuration of the Dedicated Server based on your plan, your number of Billable Users and how the Service is being used. You agree that we may resize the Dedicated Server automatically in both directions (up when your usage grows, and down when it falls), including its processing, memory and storage, without asking you first. When we resize it:

(i) we will do it overnight, in a quiet window that is also outside business hours in your time zone. The only exception is an urgent increase in size needed to restore the performance or stability of your EasyDone, which we may make at any time, keeping the disruption as short as reasonably possible. We never reduce the size outside the overnight window;

(ii) we will take a backup or snapshot of the Dedicated Server first, and will not resize if the backup has not completed;

(iii) the Service may be unavailable for a short time while the server restarts. We aim to keep this brief;

(iv) we will tell your administrators, in the Service or by email, that the resize has happened (and beforehand where practicable);

(v) the resize does not by itself change your fees, which change only as set out in Part 4, and we will not reduce the Dedicated Server below the size reasonably needed for ordinary use of your plan by your Billable Users; and

(vi) the resize does not change any service level in the Order. Downtime during a resize in the quiet window is planned maintenance under clause 2.4(b)(i).

(d) The Dedicated Server is part of the Service. It is not sold, leased or licensed to you. We keep administrative (root) access. You do not have server-level, database-level or command-line access, and you must not attempt to obtain it, unless the Order expressly grants it.

(e) Fair use. Your plan includes server resources (processing, memory, storage, bandwidth, email and file volumes) sized for ordinary use of the Service by your Billable Users. Automatic resizing under clause 2.2(c) is included in your fees, and is how we normally respond to growth in ordinary use. If your use is materially above ordinary use for your plan (for example, storing very large video libraries, running bulk imports or exports continuously, or using the Service to serve content to the public at high volume), we will tell you and discuss options. If we cannot agree on a solution within 30 days, we may either offer you a larger server or storage for an additional fee (which applies only if you accept it) or reasonably limit the excess use. We will not charge you for extra resources without your agreement.

(f) Other server changes. We may also reconfigure, rebuild or migrate the Dedicated Server (including to another data centre or cloud provider in Australia, or to a new server of the same or greater capacity) where we reasonably consider it necessary for performance, security, reliability, cost or to keep the platform supportable. We will give you reasonable notice of a planned migration that is likely to cause downtime, and try to schedule it outside business hours in Perth and your time zone.

2.3 Updates, new versions and automatic deployments

(a) The Service is regularly updated. Updates, including new versions, fixes and security patches, may be installed on your Dedicated Server automatically and without prior notice. An update may change how a feature looks or works.

(b) We will not, during a Billing Period you have paid for, remove or materially reduce a core feature of your plan (such as jobs, quotes, invoices, scheduling, the field app, documents and e-signing, or customer records) unless:

(i) the change is required by law, a security risk, or a Third-Party Service change outside our control; or

(ii) we replace it with a feature of materially equivalent function.

(c) If we remove or materially reduce a core feature in a way that is materially detrimental to you, we will tell you, and you may end the agreement by notice within 30 days of that change, with a refund of any fees prepaid for the period after the date your cancellation takes effect.

(d) Where we offer you controls over when changes are applied (for example an automatic-deploy switch, a "Deploy" button, or approval of an Alteration), you choose how those controls are set. See clause 6.5.

2.4 Availability and maintenance

(a) We will use reasonable efforts to keep the Service available 24 hours a day, 7 days a week. Unless the Order includes a service level (SLA), we do not promise any particular level of availability, and no service credits apply.

(b) The Service may be unavailable, slow or partly working:

(i) during planned maintenance (including an automatic server resize in the quiet window under clause 2.2(c)). We aim to do planned maintenance that is likely to cause more than 15 minutes' downtime outside 7:00 am to 7:00 pm (Perth time) on business days, and to give notice in the Service or by email where practicable;

(ii) during urgent maintenance needed to fix a security issue or serious fault, which may happen at any time and without notice;

(iii) during an update or deployment;

(iv) because of a failure or change of a Third-Party Service, or of the internet, telecommunications or power networks; or

(v) because of an event described in clause 11.9 (events outside our control).

(c) The field app and some features need an internet connection. Features that work offline may lose or duplicate information if a device is lost, reset, or never reconnects. You are responsible for the devices, operating systems, browsers and internet connections your people use.

2.5 Support

(a) We will provide support by the channels and during the hours stated in the Order or, if none are stated, by email and in-app messages during business hours in Perth (9:00 am to 5:00 pm on business days). Response targets apply only if the Order states them, and they are targets, not guarantees.

(b) Support covers help with using the Service and fixing faults in it. It does not include training beyond the onboarding in the Order, data entry, consulting, work on your own systems or Third-Party Service accounts, or recovering data lost through your actions, which we may agree to do for an additional fee quoted in advance.

(c) Support may be provided with the help of AI-assisted tools (clause 2.9), and replies may be drafted or suggested by AI and reviewed by our people.

2.6 Onboarding and setting up your EasyDone

(a) If you had a Demo, we will copy across your set-up from the Demo (such as your company details, logo and colours, price lists, document designs, team, access settings and other settings) as described on the sign-up page. Practice customers, jobs and sample records from the Demo are not copied.

(b) You must check your set-up after it is copied, including your business details, ABN, GST settings, bank details, tax rates, prices, document wording and user access, before you use the Service with your customers. We are not responsible for errors in information you provided or approved, or in information copied from public sources during the Demo that you did not correct.

(c) Set-up times shown on the sign-up page are estimates.

(d) If you had a Free Trial, everything in your Trial Instance (your set-up and your data, including real customers, jobs, quotes and invoices you entered) is moved across to your Dedicated Server once your first payment succeeds, as described in Schedule 6. Clause 2.6(b) applies to that move: please check your EasyDone once it is on your Dedicated Server.

2.7 Demos and the Free Trial

(a) Demos. A Demo is a free practice copy of EasyDone that we set up for a prospective customer, without asking for a card. Demos are governed by Schedule 5 (Demo Terms), not by the rest of this agreement. If you go on to accept an Order, this agreement applies from when it is made, and Schedule 5 stops applying.

(b) Free Trial. The Free Trial is different from a Demo. It starts when you sign up, accept this agreement and give us your card through Stripe, and it gives you 30 days free before the first charge. This agreement applies during the Free Trial, as changed by Schedule 6 (Free Trial Terms).

2.8 Plans and add-ons

(a) The plans are described in the Order. "Unlimited" in a plan name or description means only the inclusions expressly defined for that plan in the Order. It does not mean unlimited AI usage, people, storage, server capacity, engineering time or Third-Party Service charges unless the Order expressly says so.

(b) You may add add-ons (for example extra AI usage, SMS credit, Studio, extra storage or off-site backup) through the Service or an Order. Each add-on is subject to this agreement and any add-on terms shown when you accept it.

2.9 How we use AI and automation to run the Service

(a) EasyDone is built, operated, monitored, supported and improved with the help of AI-assisted tools and automated agents, as well as by our people. These tools may, for example, write and test software changes, check that your EasyDone is healthy, investigate faults, draft support replies, and install updates.

(b) To do those tasks, these tools may need to access, read or process your Customer Data (for example, looking at an error log that contains a customer's name). We will give them access only to the extent reasonably needed for the task, and we remain responsible for their use under this agreement in the same way as for our own personnel.

(c) The AI Providers behind these tools are listed in Schedule 2. Clause 7.9 (overseas processing) applies to them.

(d) We are responsible for what we release to your Service. The use of AI-assisted tools does not reduce our obligations under clause 2.1(b).

Part 3. Accounts and use

In short: everyone gets their own login; you control who has access; keep logins safe and turn on multi-factor sign-in; use the Service lawfully.

3.1 Users and access

(a) You may permit your Users to use the Service for your business. Unless the Order states a limit, there is no fixed limit on the number of Users. Each User has a Seat Type (Office User or Field User), and you pay for each User who signs in as a Billable User under clause 4.10.

(b) Each User must have their own login. Logins must not be shared. A login may be reassigned to a new person when someone leaves, but not shared between people. Shared logins are also counted as separate Billable Users (clause 4.10(f)).

(c) You are responsible for:

(i) deciding who is a User, and what each User can see and do (through roles and permissions in the Service);

(ii) removing access promptly when a User leaves your business or should no longer have access, including in your Microsoft 365 or other sign-in provider;

(iii) making sure your Users comply with this agreement; and

(iv) activity under your Users' logins, except to the extent it is caused by our breach of this agreement, our negligence, or a security failure in systems we control.

(d) You must appoint at least one administrator and keep their contact details up to date. We may rely on instructions given by your administrators, and by any other User who appears to us to be acting within the permissions you have given them in the Service.

3.2 Sign-in security and Microsoft sign-in

(a) You must take reasonable steps to keep logins, passwords, sign-in links, codes and devices secure, and must tell us promptly if you suspect a login has been compromised.

(b) If your Users sign in with Microsoft 365 or another third-party identity provider (Single Sign-On):

(i) the security of that sign-in depends on your account with that provider, which you control and we do not;

(ii) you must enable multi-factor authentication (MFA) for every User who signs in to the Service with Single Sign-On, and keep it enabled;

(iii) you are responsible for your tenant's security settings, conditional access, password policies, user lifecycle (joining and leaving), and the permissions you grant to EasyDone within it; and

(iv) if your identity provider is unavailable, compromised, or changes its service, your Users may be unable to sign in, and we are not responsible for that, except to the extent caused by our failure to integrate with it with due care and skill.

(c) Where the Service offers MFA for its own sign-in, you must enable it for all administrators and for any User who can see financial or personal information in bulk. We strongly recommend enabling it for all Users.

(d) You must not ask us to send, or send us, passwords by email, text or chat. We will never ask for a User's password.

3.3 Acceptable use

(a) You must, and must ensure your Users, use the Service lawfully and in accordance with the Acceptable Use Policy in Schedule 3.

(b) You must comply with the usage policies and terms of the Third-Party Services and AI Providers that apply to your use of the Service, as listed or linked in Schedule 2. Where a Third-Party Service's terms require us to pass obligations on to our customers, those obligations apply to you as set out in Schedule 2.

3.4 Messages you send using the Service (email, SMS and marketing)

(a) The Service can send emails, SMS messages and other electronic messages on your behalf and in your name, including from your own Microsoft 365 mailbox. You are the sender of those messages for all legal purposes, and you are responsible for their content, recipients, timing and legality.

(b) You must comply with the Spam Act 2003 (Cth), the Do Not Call Register Act 2006 (Cth) (if you make telemarketing calls), the Privacy Act 1988 (Cth), the Australian Consumer Law, and any applicable industry code and regulator requirement (including any sender identification rules for SMS administered by the Australian Communications and Media Authority). In particular, for every commercial electronic message, you must:

(i) have the recipient's consent (express or, where the law allows, inferred);

(ii) clearly identify your business as the sender and include accurate contact details; and

(iii) include a functional unsubscribe facility and honour unsubscribe requests within the legal time limit (currently 5 business days).

(c) Where the Service provides unsubscribe or consent-tracking tools, you are responsible for using them correctly, and for not re-adding people who have unsubscribed.

(d) We may apply sending limits, delay or refuse to send messages, or suspend messaging features, if we reasonably suspect that messages breach this clause, are likely to cause complaints or blocklisting, or put our or a Third-Party Service's sending reputation at risk. We will tell you promptly if we do so.

(e) SMS delivery depends on the SMS provider and telecommunications carriers. We do not guarantee that any SMS or email will be delivered, delivered on time, or delivered only once.

3.5 Workplace, recording and tracking laws

If you use features that record calls or conversations, transcribe audio, take photos, capture signatures, or show or record the location of your Users or devices, you are responsible for complying with the laws that apply to you, including surveillance devices, workplace surveillance, telecommunications interception and privacy laws in each State and Territory where you operate, and for giving any required notices to, and obtaining any required consents from, your Users and the other people involved.

3.6 Your own contracts, documents and advice to your customers

(a) The Service lets you create and send quotes, proposals, invoices, contracts, terms, forms, certificates, safety documents and other documents to your customers and others, and to collect electronic signatures and acceptances on them. Any templates, wording or example clauses we provide are examples only. They are not legal, tax, financial, safety or other professional advice, and they may not be suitable for your business or comply with the laws or standards that apply to you.

(b) You are solely responsible for the content, accuracy, pricing, legality and enforceability of the documents you send, the terms on which you deal with your customers, and your own compliance with laws and licensing, building, electrical, plumbing, safety and other industry requirements.

(c) The Service may calculate totals, taxes, GST, discounts, margins, stock and similar figures. You must check them before relying on them or sending them. Where the Service is connected to Xero or other accounting software, clause 7.7(d) applies.

Part 4. Fees, people and payment

In short: new sign-ups get 30 days free first: your card is taken at sign-up but nothing is charged until day 31, we email you 3 days before, and you can cancel in the trial without paying anything. After that, one billing date each month, charged by card or direct debit through Stripe, in Australian dollars plus GST. You pay for Billable Users: each person who signs in during a month is billed a full month at the next renewal, and someone who first signs in part-way through a month is charged only for the days left in it, on the next invoice. People who don't sign in during a month drop off at the next renewal automatically. You can see the live count, and remove people, at any time. 14 days to fix a failed payment before anything is paused; 60 days' notice of a price rise.

4.1 Fees

(a) You must pay:

(i) the fees for your Billable Users, at the price for each Seat Type shown in the Order, calculated and charged under clauses 4.10 and 4.11; and

(ii) any fees shown in the Order for your plan, and any fees for add-ons, extra AI usage, SMS or other usage you choose to buy under this agreement.

(b) Fees are in Australian dollars. Unless the Order says otherwise, prices exclude GST.

(c) Your subscription scales automatically with the number of Billable Users. Office Users are priced according to your plan, and Field Users at the field user price, as shown in the Order. The number of Users you choose at sign-up or in an Order is only a starting estimate, used to charge your first Billing Period. It is not a limit on how many Users you may have.

(d) Minimum of 3 Office Users. In every Billing Period you are billed for at least the Office User Minimum (3 Office Users, unless the Order states otherwise), even if fewer Office Users sign in. If fewer than 3 Office Users are Billable Users, the difference is billed as unused minimum places at your plan's Office User price. Field Users have no minimum, and are billed in addition to the Office User Minimum.

(e) Example (at the prices shown in the Order at the time of writing: EasyDone Software plan A$79 per Office User, Alterations plan A$119 per Office User, and A$50 per Field User, per month, excluding GST). Your Billing Date is the 1st and you are on the EasyDone Software plan. In September, 5 office staff and 4 field staff sign in. On 1 October you are charged, in advance, for October: (5 x A$79) + (4 x A$50) = A$595 plus GST. A sixth office person first signs in on 16 October, so 16 of October's 31 days remain: A$79 x 16/31 = A$40.77 plus GST is added to the 1 November invoice, and from 1 November that person is billed a full month like everyone else who signed in during October. An office person who does not sign in at all during October is not charged from 1 November.

4.2 GST and other taxes

(a) If GST is payable on a supply under this agreement, you must pay us an additional amount equal to the GST, at the same time as the fee. We will give you a tax invoice that complies with GST law.

(b) Words used in this clause that are defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) have the same meaning.

(c) EasyDone is registered for GST. GST at 10% is added to the prices in the Order.

4.3 Payment method and automatic billing

(a) We invoice you once a month, on your Billing Date, and charge the invoice automatically to the payment method you provide through Stripe (credit or debit card, or direct debit from an Australian bank account, where offered). Each monthly invoice includes:

(i) in advance, a full Billing Period for each Billable User of the Billing Period that has just ended (clause 4.10(b)), and any plan fees in the Order;

(ii) in arrears, any part-period charges for Users who first signed in part-way through the Billing Period that has just ended (clause 4.10(c)); and

(iii) usage-based fees (such as extra AI usage you have chosen to buy), which may instead be charged in arrears or when purchased.

(b) You give us your payment method when you sign up, including when you start with a Free Trial. Nothing is charged to it during the Free Trial (Schedule 6). By giving us a payment method you authorise us, through Stripe, to charge it for fees due under this agreement on and from the Start Date (which, if you have a Free Trial, is at the end of it), on a recurring monthly basis, until the agreement ends (and for the final invoice under clause 9.1(b)). You understand that the amount charged each month will vary with your number of Billable Users, and each invoice will show how it was calculated. For direct debits, the separate direct debit request and service agreement presented by Stripe also applies.

(c) Card and bank details are collected and held by Stripe, not by us. Stripe's own terms and privacy policy apply to that processing. We receive only limited information such as the card type, expiry month and last four digits.

(d) You must keep your payment method and billing details current. You can update them through the billing portal linked in the Service.

(e) Unless the Order says otherwise, the first Billing Period starts on the Start Date and each later Billing Period starts on the same day of each following month (or the last day of the month, if that month has no such day). That day is your Billing Date. You have one Billing Date, and all your Users are billed on the same Billing Periods: we do not run a separate billing period for each User.

4.4 Changing your Users or your plan

(a) An administrator may add, remove or deactivate Users, or change a User's Seat Type, at any time in the Service. Adding a User does not by itself create a charge: a User is charged only once they sign in, under clause 4.10. The Service shows the price for each Seat Type when you add a User or change a Seat Type.

(b) An administrator may upgrade the plan or add add-ons at any time. The Service will show the price effect before you confirm. Upgrades and add-ons are charged pro rata for the rest of the current Billing Period and in full from the next.

(c) Plan downgrades take effect from the start of the next Billing Period, and cannot take you below your plan's minimum. No refund or credit is given for the current Billing Period. How removing Users affects your fees is set out in clause 4.10(d).

4.5 Failed or late payments

(a) If a payment fails, Stripe may automatically retry it. We will tell your administrator and billing contact by email.

(b) If an amount remains unpaid, we will give you written notice of at least 14 days to pay it before we suspend the Service under clause 9.3. During suspension your data is kept and is not deleted.

(c) If an amount remains unpaid 30 days after the Service is suspended, we may end the agreement by giving you a further 7 days' written notice. Part 10 (your export and deletion) then applies.

(d) You must pay our reasonable costs of recovering overdue amounts (including reasonable debt collection agency and legal costs actually incurred), but only for amounts that were not the subject of a genuine dispute raised under clause 4.6.

(e) If you dispute a charge with your card issuer or bank (a chargeback) without first raising it with us under clause 4.6, we may suspend the Service until the dispute is resolved, after giving you notice. If the chargeback is decided in our favour, you must pay the fee charged to us for it.

(f) If the first charge at the end of a Free Trial fails, Schedule 6 applies to it instead of clauses 4.5(a) to (c): your Trial Instance is paused and we email you. Clauses 4.5(a) to (c) apply to every later payment.

4.6 Disputed invoices

(a) If you believe a charge is wrong, tell us in writing within 60 days of the charge with enough detail for us to investigate. We will investigate in good faith and fix any error promptly, including by refund or credit.

(b) You must pay any part of the charge that is not disputed. We will not suspend the Service for an amount that is genuinely disputed while you are cooperating in good faith to resolve the dispute.

(c) A dispute about the number of Billable Users is dealt with under clause 4.11(d) and (e), and clause 4.6(b) applies to it.

4.7 Price changes

(a) We may change our subscription prices (including per-User prices) by giving you at least 60 days' written notice. A price increase will not take effect before the end of any fixed-price period stated in the Order. If you do not wish to continue at the new price, you may cancel before the increase takes effect and you will not be charged the new price.

(b) The price of pass-through and usage-based items (such as extra AI usage rates, SMS rates, off-site backup, and other Third-Party Service charges we pass on at your request) may change when the relevant Third-Party Service changes its price to us. We will give you at least 30 days' notice, or, if the Third-Party Service gives us less notice, as much notice as we reasonably can. You may turn off, stop buying or reduce the relevant item at any time.

(c) We will never charge you for extra usage or an add-on unless an administrator has chosen it (clause 5.3).

(d) A change in your fees because more or fewer of your Users sign in is not a price change. A change to how Billable Users are counted, to what counts as signing in, or to which Seat Type applies to a kind of User, that would increase your fees, is treated as a price change: clause 4.7(a) applies to it, including the 60 days' notice and your right to cancel before it takes effect.

(e) A new per-User price applies only to Billing Periods that start on or after the date the price change takes effect, including for part-period charges under clause 4.10(c).

4.8 Refunds

(a) Fees are non-refundable, except:

(i) where this agreement expressly provides for a refund (including clauses 1.5(c), 2.3(c), 4.11(d), 4.11(e), 7.10(c), 8.3(c), 9.6, 11.9(d), 11.10(c) and 12.3(b)); or

(ii) where a refund or other remedy is required by law, including under the Australian Consumer Law.

(b) If you cancel under clause 9.1, the Service continues until the end of the Billing Period you have paid for, and the current Billing Period is not refunded.

4.9 Set-off

We will not set off amounts you owe us against amounts we owe you, and you must not set off amounts we owe you against fees due, unless both parties agree in writing or a court or tribunal orders it.

4.10 Billable Users: who is billed and when

(a) What makes a User billable. A User becomes a Billable User for a Billing Period when their login signs in at least once during that Billing Period. Each login counts once in a Billing Period, however often it signs in. A User who has office access at any time they are signed in during a Billing Period counts as an Office User for that Billing Period, even if they also use the field app.

(b) Full Billing Period at each renewal. On each Billing Date, every User who was a Billable User in the Billing Period that has just ended is billed, in advance, for the whole new Billing Period, at the price for their Seat Type, and never for fewer Office Users than the Office User Minimum (clause 4.1(d)). The minimum billing period for each Billable User is one Billing Period. For the first Billing Period, we instead charge in advance for the estimated number of Users in your Order (not below the Office User Minimum).

(c) Part-period charge for new sign-ins. If a User who has not already been billed for the current Billing Period first signs in part-way through it, they are charged pro rata from the day of that first sign-in (counting that day) to the end of the current Billing Period, at the price for their Seat Type, calculated by days and rounded to the nearest cent. That charge is added to your next monthly invoice. Places you have already paid for that are not tied to a particular User (your plan minimum, and in the first Billing Period the estimate in your Order) are used first by Users who sign in, before any part-period charge applies. If a Field User is changed to an Office User and signs in with office access part-way through a Billing Period, the difference in price is charged pro rata in the same way.

(d) Automatic drop-off, and removing Users. A User who does not sign in at all during a Billing Period is not billed for the next Billing Period: they drop off automatically at the next Billing Date, without you needing to do anything. A User you remove or deactivate before a Billing Date is not billed for the Billing Period that starts on that Billing Date. Because the minimum billing period is one Billing Period, no refund or credit is given for a User who is removed, deactivated or stops signing in part-way through a Billing Period they have been billed for.

(e) Who is not counted. The following are not Billable Users:

(i) a login that is set up but does not sign in during the Billing Period, including one that is suspended or deactivated;

(ii) Integration Accounts;

(iii) logins used by our personnel, or by our AI-assisted tools (clause 2.9), to set up, support, maintain or check your EasyDone; and

(iv) your customers, suppliers and other people who only receive documents, sign, approve or pay through a link, or use a customer-facing page, without a User login.

(f) Shared logins. Sharing a login is not allowed (clause 3.1(b)). If one login is used by more than one person during a Billing Period, each person who used it counts as a separate Billable User, from the first day of shared use. We will treat a login as shared only where our sign-in records give reasonable grounds (for example, overlapping sessions on different devices in different places), and before we charge for it we will tell you what we found and give you at least 14 days to explain or dispute it under clause 4.11(d). Reassigning a login to a new person under clause 3.1(b), once the previous person no longer has access, is not sharing.

4.11 Seeing, managing and checking your count

(a) Live count. Administrators can see at any time, on the Subscription page in the Service, the live number of Users who have signed in during the current Billing Period for each Seat Type, which logins are counted, how many unused Office User Minimum places will be billed, any part-period charges building up for the next invoice, and the counts for past Billing Periods.

(b) Email when the count rises. We will email your administrators and billing contact when the number of Users who have signed in during the current Billing Period rises. We may combine several rises on the same day into one email.

(c) Invoices. Each monthly invoice will show, for each Seat Type, the number of Billable Users billed in advance, each part-period charge and the dates it covers, and any unused Office User Minimum places billed.

(d) Checking and disputing the count. If you believe the number of Billable Users on an invoice is wrong, tell us in writing within 30 days after that invoice is issued. On request we will give you the sign-in records for the logins in question (handled under our Privacy Policy). We will review the count in good faith and, if it is wrong, correct it and refund or credit the difference promptly.

(e) Our records. Our sign-in records are conclusive evidence of the number of Billable Users for a Billing Period, unless there is a manifest error or you raise a dispute under clause 4.11(d) within the 30 days. This does not stop you recovering an overcharge caused by a fault in our systems that you could not reasonably have discovered within that time, and does not limit your rights under the Australian Consumer Law.

(f) If we cannot count. If a fault in our systems stops us counting sign-ins for all or part of a Billing Period, we will not charge you for more Billable Users for that Billing Period than were billed in advance for it.

Part 5. AI features

In short: AI is included and shared by your team, with a heads-up at 80% and no extra spend unless you choose it. AI can be wrong, so check what it produces before you rely on it or send it. We do not use your information to train AI models; the AI Providers process it under their own terms, which are outside our control.

5.1 What the AI Features are

(a) The Service includes AI Features, such as writing and rewriting text, suggesting prices or items, summarising, drafting emails, messages and documents, answering questions about your information, generating or finding images, reading documents and photos, transcribing, and (for Studio) creating and scheduling marketing content.

(b) AI Features are powered by AI models supplied by third-party AI Providers (such as Anthropic, OpenAI and others listed in Schedule 2). We choose which AI Provider and model is used for each AI Feature, and may change the AI Provider or model at any time, including when an AI Provider changes, retires or reprices a model. We will aim to keep each AI Feature materially equivalent in function when we do so.

5.2 Your AI key

(a) Each paying customer's EasyDone is automatically given its own credential for the AI Providers (AI Key), which we create and manage under our accounts with those AI Providers, so that your usage can be measured and limited separately from other customers.

(b) The AI Key is our Confidential Information and remains under our control. You must not attempt to extract, view or use it outside the Service. We may rotate, replace, limit or revoke it at any time for security, cost control or operational reasons.

(c) If the Order allows you to connect your own account or key with an AI Provider (Your Own AI Account), then for the AI Features that use it: you contract directly with that AI Provider, its terms and prices apply between you and it, you are responsible for all charges on it, and the included AI allowance does not apply.

5.3 AI allowance and extra usage

(a) Your plan includes the monthly AI allowance described in the Order, shared by all your Users. It resets at the start of each Billing Period, and unused allowance does not carry over. An included allowance does not mean unlimited use.

(b) We will notify your administrator when about 80% of the allowance has been used, and show usage in the Service.

(c) When the allowance is used up, AI Features pause until the next Billing Period unless an administrator has chosen to buy extra usage or set a monthly extra spend budget. The rest of the Service keeps working.

(d) Extra usage is charged at the rates shown in the Service or the Order when the administrator makes that choice. We will not rely on the 80% notice alone as your agreement to pay for extra usage. If our usage measurement fails, you do not have to pay for extra usage you did not choose.

(e) We may apply reasonable limits on AI use (for example, request rates, size limits, or the number of AI tasks running at once) to protect the Service and other customers, and AI Providers apply their own limits. We may temporarily limit AI Features that are being used in a way that is abusive, automated at unusual volume, or in breach of Schedule 3.

5.4 AI output may be wrong: you must check it

(a) AI output is generated by probabilistic models. It may be inaccurate, incomplete, out of date, biased, offensive, inconsistent, or may look correct and confident when it is not. It may include prices, quantities, specifications, product details, legal or technical statements, calculations, names or facts that are wrong, and images that do not accurately show a product or place. The same request may produce different output each time.

(b) You must, and must ensure your Users:

(i) review all AI output, with care appropriate to its consequences, before relying on it, acting on it, or sending, publishing or giving it to anyone else;

(ii) check prices, quantities, measurements, specifications, compliance statements, dates and any figure or fact before using them in a quote, invoice, contract, proposal, safety document, advertisement or other document;

(iii) not present AI output as the professional opinion of a qualified person unless a qualified person has reviewed and adopted it; and

(iv) not use AI output as the sole basis for a decision that has a legal or similarly significant effect on an individual (for example, a decision about their employment, pay, credit, pricing or access to a service) without meaningful human review.

(c) AI output is not legal, financial, tax, accounting, engineering, safety, medical, electrical, plumbing, building or other professional advice, and must not be relied on as such.

(d) Once you (or a User) choose to send, publish, rely on or act on AI output, it is your content, and you are responsible for it, including to your customers, suppliers, staff, regulators and the public, as if you had written it yourself.

(e) Actions taken by AI Features in the Service (for example, drafting a message ready for sending, updating a record, or scheduling a post) operate within the permissions of the User who starts them and the confirmation settings in the Service. Where the Service lets you turn on automatic sending, publishing or actions without a person confirming each one (Autopilot), you choose whether to turn it on, and you are responsible for the output sent or actions taken while it is on.

(f) Nothing in this clause 5.4 excludes our obligation under clause 2.1(b) to supply and operate the AI Features with due care and skill, or any right you have under the Australian Consumer Law. It allocates responsibility for checking and using the output, which only you can do in the context of your business.

5.5 What you must not put into or do with AI Features

(a) You must comply with Schedule 3 (Acceptable Use) and the usage policies of the AI Providers linked in Schedule 2 when using AI Features.

(b) You must not input into AI Features, unless it is reasonably necessary for your business purpose and lawful to do so:

(i) sensitive information (such as health, racial or ethnic origin, political, religious, sexual orientation, criminal record, biometric or genetic information);

(ii) tax file numbers, government identifiers, passwords, full card numbers or bank credentials; or

(iii) information you are bound by confidentiality or law not to disclose to a third party.

(c) You must not use AI Features to generate content that is unlawful, defamatory, misleading or deceptive, infringes anyone's rights, impersonates a real person, creates fake reviews or testimonials, harasses or discriminates, sexualises minors, or depicts a real, identifiable person in a way they have not agreed to.

5.6 How AI Providers handle your information

(a) When you use an AI Feature, the relevant part of your Customer Data (for example, the text of a quote you ask to rewrite, a photo, or the business context needed to answer your question) is sent to the AI Provider to generate the output. AI requests may pass through our operations server on the way to the AI Provider. Schedule 2 lists where each AI Provider processes data.

(b) No training by us. We do not use your Customer Data or your AI inputs and outputs to train, fine-tune or improve any AI model, and we will not do so unless you expressly opt in, in writing, for a specified purpose.

(c) AI Providers. We select and configure AI Providers' commercial or business services that, at the time we select them, state that they do not use customer inputs and outputs submitted through those services to train their models by default. However:

(i) AI Providers process data under their own terms and policies, which they may change;

(ii) AI Providers may retain inputs and outputs for a limited period (for example, for abuse and safety monitoring or legal reasons), and may process them in countries outside Australia, as described in their terms;

(iii) we do not control, and cannot audit, an AI Provider's systems or internal handling of data; and

(iv) an AI Provider may suffer outages, errors, security incidents or changes to its service, may change or withdraw a model, or may end its service to us.

(d) We will take reasonable steps to select reputable AI Providers, keep our configuration with them consistent with clause 5.6(c), and send them only the data reasonably needed for the AI Feature. Subject to that, and to clause 11.1, we are not responsible for an AI Provider's acts or omissions, including its retention, use, disclosure or loss of data, or its failure to comply with its own terms.

(e) If an AI Provider materially changes its terms in a way that means it will use customer inputs to train models, or will process data in a way that is materially less protective than described in Schedule 2, we will take reasonable steps to stop sending your data to it or move the AI Feature to a different AI Provider, and tell you. If we cannot, you may turn off the affected AI Features, or end the agreement under clause 7.10(c).

(f) You can turn off AI Features for your EasyDone, or for particular Users, in the Service (or by asking us, where the Service does not yet provide a control). Turning off AI Features does not reduce your fees.

5.7 Ownership of AI output

As between you and us, you own the AI output generated for you through the Service, to the extent any rights exist in it, subject to the AI Provider's terms. We give no promise that AI output is original, unique to you, or free of third-party rights, or that it can be protected by copyright. Similar output may be generated for other people.

5.8 AI transparency with your customers

(a) Where the law, an industry code or a platform's rules require you to tell people that content was generated by AI, that they are dealing with an automated system, or that a decision was made or assisted by a computer program, you are responsible for doing so.

(b) If you use the Service to make, or substantially assist, decisions about individuals using their personal information, you are responsible for any privacy policy disclosures about automated decisions that the Privacy Act 1988 (Cth) requires of you.

Part 6. Changes made for you, ownership and ideas

In short: we own EasyDone; you own your data and the modules the Order says are built only for you. You decide when your requested changes go live and check them.

6.1 Our intellectual property

(a) We (or our licensors) own all Intellectual Property Rights in the Service, the Platform, the software, designs, templates, documentation, AI prompts and configurations, and everything we create in providing the Service, other than Customer Data and Customer Modules.

(b) We grant you a non-exclusive, non-transferable right, during the Subscription Term, for your Users to use the Service for your internal business purposes in accordance with this agreement. No other right or licence is granted, and nothing transfers ownership of the Platform to you.

(c) You must not copy, modify, reverse engineer, decompile, create derivative works of, resell, rent, sublicense, frame or mirror the Service, or use it to build a competing product, except to the extent the law expressly permits despite this clause.

6.2 Alterations and changes requested by you

(a) Depending on your plan, you may request changes, additions or custom features (Alterations), including through the in-app request tool (sometimes called the Workshop). Unless your plan or a Statement of Work expressly includes them, we are not obliged to accept or build Alterations.

(b) Alterations follow the scope, priorities and acceptance steps shown in the request tool or agreed in a Statement of Work. An entitlement to request Alterations is not a promise of unlimited engineering capacity, delivery by a particular date, or that every request will be built.

(c) Alterations may be designed, written and tested by AI-assisted tools under our supervision (clause 2.9).

6.3 Who owns what is built

(a) General improvements. Unless clause 6.3(b) applies, everything we build, including Alterations requested by you, is part of the Platform and is owned by us. We may make it available to other customers. We will not disclose your Confidential Information or Customer Data to other customers in doing so.

(b) Customer Modules. A module or feature is a Customer Module only if an Order or Statement of Work expressly identifies it as a Customer Module. For each Customer Module, once you have paid its agreed fees:

(i) we assign to you the Intellectual Property Rights we create in it (excluding Background Technology);

(ii) we will not supply that Customer Module, or a substantially similar implementation derived from your Confidential Information, to another customer without your written consent; and

(iii) we grant you a perpetual, non-exclusive, royalty-free licence to use any Background Technology embedded in it, as necessary to use and maintain that Customer Module. This does not include a licence to the rest of the Platform or a right to be hosted after the agreement ends.

(c) Background Technology means our pre-existing and independently developed software, tools, components, libraries and know-how, and general-purpose improvements to the Platform. The Order or Statement of Work should identify significant Background Technology before work starts, but Background Technology remains ours whether or not it is listed.

(d) A Customer Module can usually run only on the Platform. Unless the Statement of Work says otherwise, we do not promise that it can be run independently of the Platform after the agreement ends.

6.4 Your ideas and feedback

If you or your Users give us suggestions, requests, ideas or feedback about the Service (Feedback), we may use it for any purpose without payment or attribution, including to improve the Platform for all customers. Feedback does not include your Customer Data or Confidential Information, which remain protected by Part 7.

6.5 When changes go live

(a) Where the Service gives you controls over whether and when an Alteration or update goes live on your EasyDone (for example a "Deploy" button, an approval step, or an automatic-deploy switch), you decide how to use them.

(b) If you (or a User with the necessary permission) approve or deploy an Alteration, or turn on automatic deployment for Alterations, you accept responsibility for checking that the Alteration works as you need it to in your business, including by using any test or preview copy we provide. We will use reasonable efforts to keep a way to roll back to the previous version for at least 7 days after it goes live.

(c) This clause does not reduce our obligation to build Alterations with due care and skill, or any right you have under the Australian Consumer Law.

6.6 Third-party and open-source software

The Service includes open-source and third-party software licensed to us. Nothing in this agreement restricts rights you have under an open-source licence that applies to a component.

6.7 Your name and logo

We may identify you as an EasyDone customer (by name and logo) in our customer lists, website and sales material. You may ask us to stop at any time by emailing us, and we will stop within a reasonable time (for printed material, when it is next reprinted). We will not publish a case study, testimonial or quote from you without your approval.

Part 7. Your data, privacy, security and confidentiality

In short: your data is yours and we only use it to run your EasyDone. Your live data stays in Australia; some connected services (like AI and payments) process data overseas, and you agree to that. You look after your own privacy notices to your customers and staff. We take reasonable steps on security and backups but cannot guarantee them, so keep your own copies of critical records.

7.1 You own your data

As between you and us, you own the Customer Data. We do not acquire ownership of it, and we will not sell it.

7.2 Our permission to use your data

(a) You grant us, and our subcontractors and Third-Party Services acting for us, a non-exclusive, worldwide (subject to clause 2.2(b)), royalty-free licence, for the Subscription Term and the periods in Part 10, to host, copy, store, transmit, process, display, back up, restore, transform and otherwise use the Customer Data as reasonably necessary to:

(i) provide, operate, secure, support, maintain, fix, update and monitor the Service;

(ii) carry out your instructions, including sending messages, syncing with Third-Party Services you connect, and running AI Features;

(iii) prevent or investigate fraud, abuse, security incidents or breaches of this agreement;

(iv) comply with law or a lawful direction of a court or regulator; and

(v) create Aggregated Data under clause 7.3.

(b) We will use Customer Data only for the purposes in clause 7.2(a), and not for our own marketing or any other purpose.

7.3 Usage data and aggregated, de-identified data

(a) We collect Usage Data (information about how the Service is used and performs, such as feature use, page loads, errors, device and browser types, sign-in events, AI usage counts, and server health), which may include limited personal information about Users. We use Usage Data to operate, secure, support, bill for (including counting Billable Users under clause 4.10 and showing that count to your administrators) and improve the Service, and we handle any personal information in it under our Privacy Policy.

(b) We may create statistical information from Customer Data and Usage Data that is aggregated and de-identified so that it does not identify you, your Users, or any individual, and cannot reasonably be used to do so (Aggregated Data). We own Aggregated Data and may use it to operate, analyse, benchmark and improve our products and services, and publish general statistics. We will not attempt to re-identify Aggregated Data, and will not use it to train AI models, disclose your Confidential Information, or identify you as its source.

7.4 Your responsibilities for your data

(a) You are responsible for:

(i) the accuracy, quality, legality and completeness of Customer Data, and for how you collected it;

(ii) having all rights, consents and authorisations needed for us (and the Third-Party Services) to process the Customer Data as contemplated by this agreement, including for sending it overseas under clause 7.9; and

(iii) not uploading Customer Data that you are not permitted to disclose to us, or that infringes someone's rights.

(b) The Service is not designed to hold, and you must not use it to store, unless the Order expressly allows it: health records, card numbers (other than through Stripe's hosted payment pages), tax file numbers, passwords for other systems, or government-issued identity documents, beyond what is reasonably necessary for your business and lawful for you to keep.

(c) The Service is not intended for use by, or for collecting information directly from, children under 18.

7.5 Privacy

(a) Law. Each party must comply with the Privacy Act 1988 (Cth) and the Australian Privacy Principles (APPs), and any other privacy law that applies to it, in connection with this agreement. We will handle personal information in Customer Data in accordance with the APPs even if an exemption (such as the small business exemption) would otherwise apply to us.

(b) Roles. For personal information in Customer Data (for example, about your customers, suppliers, contacts and staff), you decide why and how it is collected and used, and we handle it on your behalf and on your instructions as your service provider. For personal information about you and your Users that we collect for our own purposes (such as account, billing, support and marketing information), we handle it under our Privacy Policy.

(c) What we will do. For personal information in Customer Data, we will:

(i) use and disclose it only as permitted by clause 7.2 or as required by law;

(ii) take reasonable steps to protect it as required by APP 11 (see clause 7.6);

(iii) ensure our personnel with access to it are bound by confidentiality obligations;

(iv) require the subcontractors we engage to handle it to protect it, to the extent their standard terms allow, in a way consistent with this clause (noting clause 7.10(d) for Third-Party Services on standard terms);

(v) provide reasonable assistance (at our then-current rates, where the assistance is more than minor) to help you respond to a request from an individual to access or correct their information, or a complaint or request from a regulator; and

(vi) tell you promptly if we receive such a request or complaint directly about your Customer Data, unless the law prevents us.

(d) What you must do. You are responsible, for the personal information in Customer Data, for:

(i) your own privacy policy and collection notices to your customers, staff, contractors, suppliers and others, and making sure they cover your use of the Service, AI Features and Third-Party Services, including the fact that personal information may be disclosed to or processed by service providers overseas and in the countries listed in Schedule 2 (see clause 7.9(c));

(ii) obtaining any consents you need, including for direct marketing, sensitive information, recording or tracking;

(iii) your own obligations under the Privacy Act, including in relation to automated decisions, and the use of the Service in a way that does not amount to a serious invasion of any individual's privacy; and

(iv) your obligations as an employer, including in relation to employee records and workplace surveillance.

7.6 Security

(a) We will implement and maintain reasonable technical and organisational measures designed to protect Customer Data against misuse, interference, loss and unauthorised access, modification or disclosure, having regard to the nature of the Service. These include, at the date of this agreement: separate servers for each paying customer (during a Free Trial, a shared Trial Instance on which each customer's data is kept separate from other customers' data); encrypted connections (HTTPS) for access to the Service; firewalls; access to servers restricted to authorised personnel and systems using key-based authentication; role-based access controls within the Service; installation of security updates; and logging of administrative and sign-in activity. We may change these measures from time to time, but not in a way that materially reduces the overall level of protection.

(b) No system connected to the internet can be made completely secure. We do not promise that the Service, or Customer Data, will be free from unauthorised access, loss, corruption, vulnerabilities or cyber attack, and our obligation is to take reasonable steps, not to guarantee an outcome.

(c) You must take reasonable security measures within your control, including those in clause 3.2, keeping your devices and software up to date, using up-to-date anti-malware protection, and training your Users to recognise phishing and fraudulent payment requests (including invoice and bank-detail fraud).

(d) You must not carry out, or permit anyone to carry out, penetration testing, vulnerability scanning or load testing on the Service without our prior written agreement. If you find a security vulnerability, you must tell us promptly and not exploit or disclose it.

7.7 Backups

(a) What we do. For each paying customer's Dedicated Server, as at the date of this agreement we:

(i) take a nightly backup of your EasyDone database and stored files, which is kept on the Dedicated Server (the most recent 14 nightly copies are usually kept); and

(ii) keep the backup service of our hosting provider (DigitalOcean) turned on, which takes a daily copy of the whole server, kept by the hosting provider for its standard retention period (currently about 7 days).

We may change these arrangements from time to time but will not reduce them below daily backups kept for at least 7 days. Backups of the shared Trial Instance during a Free Trial are covered in Schedule 6.

(b) What we do not do. Unless you buy an off-site or independent backup add-on under an Order:

(i) all backups are kept with the same hosting provider, and some are kept on the same server, as your live data. A failure, suspension, security incident or loss affecting that hosting provider or server may affect your live data and your backups at the same time;

(ii) we do not keep a copy of your data with a separate provider or in a separate location; and

(iii) we do not promise any particular recovery point (how much recent data could be lost) or recovery time (how long a restore takes). We aim to be able to restore to the previous day's backup.

(c) Restores. If data is lost or corrupted, we will use reasonable efforts to restore the most recent available backup. A restore replaces the whole database or file set with the backup copy, so work done after that backup may be lost. Where a restore is needed because of your or your Users' actions (for example, bulk deletion or an incorrect import), and the Order does not include restores, we may charge our reasonable fees, quoted before we start.

(d) Your own copies and records of truth. Backups are a safeguard, not a guarantee. You must keep your own copies of records that are critical to your business, or that you are legally required to keep, using the export tools in the Service or otherwise. In particular:

(i) where the Service is connected to Xero or other accounting software, that accounting software (not EasyDone) is your accounting record, and you must check that invoices, payments and other transactions have been correctly transferred to it;

(ii) you are responsible for keeping records for the periods required by tax, corporations, employment, building and other laws (for example, 5 years for most tax records and 7 years for financial and employee records); and

(iii) emails sent through your Microsoft 365 mailbox are also kept in that mailbox under your Microsoft settings.

(e) Lost data. Subject to clause 11.1, if Customer Data is lost or corrupted, our only obligation (in addition to clause 7.8, if it is a Data Breach) is to use reasonable efforts to restore it from the most recent available backup.

7.8 Data breaches

(a) If we become aware of a Data Breach affecting your Customer Data, we will:

(i) notify you without undue delay, and aim to do so within 72 hours of becoming aware of it, even if not all the facts are known yet;

(ii) give you the information we reasonably have and that you reasonably need to assess the breach, including what data and how many individuals appear to be affected;

(iii) take reasonable steps to contain it and reduce the risk of harm; and

(iv) cooperate with you in assessing whether it is an eligible data breach under Part IIIC of the Privacy Act 1988 (Cth), and in any notification to individuals and the Office of the Australian Information Commissioner.

(b) Unless we agree otherwise, you will decide whether and how to notify individuals and the Commissioner about a Data Breach affecting your Customer Data. We will not notify your customers or staff directly without consulting you, unless the law requires us to. Each party remains responsible for its own obligations under the Privacy Act.

(c) If a Data Breach was caused by our breach of clause 7.6(a), we will reimburse your reasonable, documented direct costs of notifying affected individuals as required by law, subject to clause 11.6.

(d) Our notice of, or response to, a Data Breach is not an admission of fault or liability.

(e) You must tell us promptly if you become aware of a Data Breach, or a suspected compromise of any User's login, that may affect the Service.

7.9 Where your data is hosted and processed, and overseas disclosure

(a) Hosting in Australia. The primary copy of your Customer Data is hosted in Australia (clause 2.2(b)).

(b) Processing overseas. Some Third-Party Services that are needed to provide the Service, or that you choose to use, process data (including personal information) outside Australia. Schedule 2 lists them, the data they receive, and where they process it (as far as they tell us). For example: AI Providers (AI Features), Stripe (payments), Cloudflare (network security and delivery), Google (address lookup), Microsoft (sign-in and email), Xero (accounting sync), and GitHub (software and website code). In addition, Customer Data may be accessed from outside Australia by our personnel or support tools when they are temporarily outside Australia, using secure connections.

(c) Your acknowledgement and consent. You:

(i) acknowledge that the Service cannot be provided without these Third-Party Services, and that we have told you in Schedule 2 about the countries in which they are likely to process data;

(ii) consent, for yourself and on behalf of your Users, to Customer Data (including personal information) being disclosed to and processed by those Third-Party Services in those countries, for the purposes of providing the Service;

(iii) must, in your privacy policy and collection notices, tell the individuals whose personal information you put into the Service that it may be disclosed to overseas service providers and the countries in which that is likely to happen, and obtain any consent the law requires of you; and

(iv) acknowledge that the laws of other countries may not protect personal information in the same way as Australian law, and that overseas recipients may be required to disclose data under their local laws.

(d) We will take reasonable steps (as required by APP 8.1) to select Third-Party Services whose published terms and practices are consistent with the handling of personal information under the APPs, and send them only the data reasonably needed.

(e) Subject to clause 7.9(d) and clause 11.1, the handling of data by Third-Party Services in other countries, and changes to foreign laws or government access to data, are outside our control and we are not responsible for them.

7.10 Sub-processors and changes to them

(a) Schedule 2 lists the Third-Party Services that we use to process Customer Data (our Sub-processors). An up-to-date list is kept at https://easydone.work/privacy/#providers and in the Service.

(b) We may add or replace a Sub-processor. We will give you at least 30 days' notice (by email or in the Service) before a new Sub-processor starts processing personal information in Customer Data, unless we need to act sooner for security, legal or continuity reasons (for example, if a Sub-processor fails, withdraws its service, or suffers a security incident), in which case we will notify you as soon as practicable.

(c) If you reasonably object to a new Sub-processor on privacy or security grounds, tell us within the notice period. We will discuss it with you in good faith and, where practical, offer an alternative (such as turning off the affected feature). If we cannot resolve it within 30 days, you may end the agreement by notice, and we will refund any fees prepaid for the period after the date termination takes effect.

(d) Many Sub-processors (such as large cloud, AI and payment providers) offer only their standard terms. We cannot negotiate those terms and they may change. Our obligation is to select them with reasonable care (clause 7.9(d)) and to configure and use them reasonably.

(e) Third-Party Services that you choose to connect under your own account (for example your own Xero, Microsoft 365, Stripe, Google Business Profile or social media accounts) are not our Sub-processors. They act for you under your contract with them (see Part 8).

7.11 Legal requests for your data

If we receive a subpoena, warrant, notice to produce or other legal demand for Customer Data, we will, unless the law prohibits it, tell you promptly and give you a reasonable chance to object, and disclose only what we are legally required to disclose.

7.12 Confidentiality

(a) Each party (Recipient) must keep confidential the other party's (Discloser) Confidential Information, and use and disclose it only for the purposes of this agreement.

(b) The Recipient may disclose Confidential Information to its personnel, subcontractors, Sub-processors, insurers, professional advisers, financiers and actual or prospective acquirers, who need to know it and are bound by duties of confidentiality, and as required by law or the rules of a stock exchange (after giving the Discloser notice where lawful and practicable).

(c) Confidential Information does not include information that is or becomes public (other than through a breach of this clause), was lawfully known to the Recipient without restriction before disclosure, is independently developed without use of the Confidential Information, or is lawfully received from a third party without restriction.

(d) This clause continues for so long as the information remains confidential.

Part 8. Other services you connect

In short: EasyDone works with services like Microsoft 365, Xero, Stripe, Google, ClickSend and Cloudflare. We tell you about their costs before you connect. They are run by other companies, under their own terms, and their outages, changes and prices are outside our control.

8.1 Third-Party Services

(a) The Service relies on, and lets you connect to, Third-Party Services. Some are built into the Service and chosen by us (such as hosting, network, AI, email delivery, SMS and address lookup). Others you choose to connect using your own account (such as Microsoft 365, Xero, your own Stripe account for payments from your customers, and, for Studio, social media, advertising, website and domain accounts).

(b) Before you connect a Third-Party Service that will charge you directly, we will tell you about any charges we know that provider makes. We will never buy a Third-Party Service in your name or at your cost without your agreement.

8.2 Their terms apply

(a) Your use of a Third-Party Service is subject to that provider's terms, policies and pricing, which you must comply with. Where you connect your own account, your contract for that service is with the provider, not us.

(b) Schedule 2 sets out terms that some Third-Party Services require us to pass on to you. By using the relevant feature you agree to them.

8.3 What is outside our control

(a) Third-Party Services are operated by other companies. We do not control them, and (except where they are our subcontractors under clause 12.4) we are not responsible for their acts or omissions. In particular, a Third-Party Service may:

(i) be unavailable, slow or faulty, or lose or corrupt data;

(ii) change or remove features, APIs, limits, security requirements or integrations, sometimes with little or no notice;

(iii) increase its prices or introduce new charges;

(iv) suspend or terminate its service to us or to you, including for reasons relating to your use or your account;

(v) suffer a security incident; or

(vi) change how and where it processes data.

(b) If a Third-Party Service fails or changes in a way that affects the Service, we will take reasonable steps, within a reasonable time, to restore the affected function, find a workaround or alternative provider, or tell you that the function is no longer available. Subject to clauses 2.3(c) and 11.1, we are not otherwise liable for the effect on you of a Third-Party Service's failure or change, except to the extent caused by our failure to select, integrate or configure it with due care and skill.

(c) If a Third-Party Service we rely on to provide a core feature of your plan is withdrawn and we cannot provide a reasonable alternative, you may end the agreement by notice, and clause 9.6 applies.

8.4 Microsoft 365 sign-in and email

(a) If you connect Microsoft 365, you authorise EasyDone to access your Microsoft tenant within the permissions you approve (for example, to sign Users in and to send and read email for the mailboxes you connect). You can withdraw that authorisation in your Microsoft settings at any time, which will stop the related features.

(b) Emails sent through your connected mailbox are sent by you, from your mailbox, and are subject to your Microsoft agreement and settings, including their retention, sending limits and security.

8.5 Xero and accounting software

The Service may send invoices, contacts, payments and other information to, and receive information from, Xero or other accounting software you connect. Synchronisation may be delayed, fail, or create duplicate or mismatched records, including where either system changes. You are responsible for reviewing and reconciling your accounting software, which remains your accounting record (clause 7.7(d)(i)).

8.6 Taking payments from your customers

If you use the Service to take payments from your customers (for example through your own Stripe account): you contract with the payment provider directly; the payment provider (not us) processes, holds and pays out those funds; we are not a party to, and are not responsible for, your transactions, fees, refunds, chargebacks, holds or disputes with your customers or the payment provider; and you are responsible for complying with the payment provider's terms and with any law about surcharging.

8.7 Address lookup and maps

Address lookup and map features use Google Maps Platform services. Your Users' use of those features is subject to the Google Maps / Google Earth Additional Terms of Service and the Google Privacy Policy (linked in Schedule 2). Addresses suggested by the lookup may be incomplete or wrong, and you must check them.

8.8 SMS

SMS features use ClickSend (or another SMS provider we choose). Clause 3.4 applies. SMS sender names and numbers must comply with the SMS provider's rules and any sender identification requirements under Australian law, and may be rejected or changed by the provider or carriers.

8.9 Web addresses, domains and network services

(a) Your EasyDone is reached through a web address we set up, which may be a sub-domain of an EasyDone domain or a domain you own. We use Cloudflare to provide network security, DNS and content delivery, which means traffic to and from your EasyDone passes through Cloudflare's global network.

(b) If you ask us to use your own domain, you remain its registrant and are responsible for renewing it and for its DNS settings outside what we manage. If we register a domain for you at your request, we will register it in your name (or, where that is not possible, transfer it to you on request), and you must meet the registry's eligibility rules (for example, .au rules).

Part 9. Pausing and ending

In short: cancel any time and it ends at the end of the month you have paid for (cancel during the Free Trial and you pay nothing). We only pause your EasyDone for unpaid fees after 14 days' notice, or straight away for serious security or legal reasons. Pausing never deletes your data.

9.1 You can cancel at any time

(a) You may cancel your subscription at any time, by using the cancel function in the Service (when available) or by emailing us from an administrator's email address at support@easydone.work. We will confirm your cancellation in writing.

(b) Cancellation takes effect at the end of the Billing Period in which you cancel (or a later date you choose). You will not be charged for any later Billing Period. The Service remains available until then, unless you ask us to close it earlier. Any part-period charges for Users who first signed in during the final Billing Period (clause 4.10(c)) will be on a final invoice issued after cancellation takes effect, and charged to your payment method.

(c) Cancelling does not end a Statement of Work already accepted. Its own cancellation terms apply.

(d) You may cancel during a Free Trial in the same ways. If you do, nothing is charged, and Schedule 6 explains what happens to your trial data.

9.2 Ending the agreement for breach

(a) Either party may end this agreement by written notice if the other party commits a material breach of this agreement and:

(i) the breach can be remedied, but the other party has not remedied it within 14 days after receiving a notice describing the breach and asking for it to be remedied; or

(ii) the breach cannot be remedied, and termination is a proportionate response to its seriousness.

(b) Without limiting clause 9.2(a), we may end this agreement by written notice with immediate effect if you (or a User):

(i) seriously or repeatedly breach Schedule 3 (Acceptable Use), for example by using the Service for fraud, unlawful messaging, distributing malware, or attempting to access other customers' data;

(ii) use the Service in a way that exposes us or a Third-Party Service to a real risk of material legal liability, sanctions or regulatory action; or

(iii) fail to pay, as provided in clause 4.5(c).

9.3 Suspension

(a) We may suspend or restrict all or part of the Service:

(i) for unpaid fees, only after giving the notice required by clause 4.5(b);

(ii) without prior notice, but only to the extent and for the time reasonably necessary, if we reasonably believe it is needed to respond to an immediate security threat, to prevent serious harm or illegal activity, to stop use that breaches Schedule 3 and is causing or likely to cause harm, to comply with law or a direction from a regulator or court, or because a Third-Party Service requires it; or

(iii) as provided in clauses 3.4(d), 4.5(e) or 5.3(e).

(b) If we suspend without prior notice, we will tell you as soon as practicable (unless the law prevents us), explain why, keep the suspension as limited as reasonably possible, and restore access promptly once the reason is resolved.

(c) Suspension does not delete Customer Data, and does not by itself end the agreement. Fees continue to accrue during a suspension for non-payment or for your breach, but not during a suspension caused by a security threat that was not caused by you.

9.4 Insolvency

To the extent permitted by law (including the stay provisions of the Corporations Act 2001 (Cth)), either party may end this agreement by notice if the other party becomes insolvent, has a liquidator or trustee in bankruptcy appointed, or stops carrying on business.

9.5 If we stop providing the Service

We may end this agreement for any reason by giving you at least 60 days' written notice. If we do, we will provide reasonable help with your export under Part 10, and clause 9.6 applies.

9.6 Refund when the agreement ends early for certain reasons

If this agreement ends under clause 1.5(c), 2.3(c), 7.10(c), 8.3(c), 9.5, 11.9(d) or 12.3(b), or because you end it under clause 9.2(a) for our breach, we will refund the fees you have prepaid for the period after the date termination takes effect, calculated pro rata by days.

9.7 What happens when the agreement ends

(a) When the agreement ends:

(i) your right to use the Service ends, except for the export access in Part 10;

(ii) you must pay all fees due up to the end date, and any unpaid fees become immediately payable; and

(iii) each party must return or destroy the other's Confidential Information on request, except as needed for Part 10, legal record-keeping, or as held in routine backups until they expire.

(b) Ending the agreement does not affect rights and obligations that arose before it ended.

9.8 Survival

Part 4 (for fees accrued), clauses 5.4(d), 5.6(d), 6.1, 6.3, 6.4, 7.1, 7.3, 7.8, 7.11, 7.12, 9.6, 9.7, Part 10, Part 11, Part 12 and Schedule 1, and any other clause that by its nature is intended to continue, survive the end of this agreement.

Part 10. Leaving and your export

In short: download your data in open formats any time and for 30 days after you leave. After that we delete it from our live systems within 30 days, and backup copies expire within 90 days after that.

10.1 Exporting during the subscription

While the agreement is in force, your administrator may export your Customer Data using the export tools in the Service, in commonly used open formats (such as CSV, JSON and PDF, together with stored files and signed documents in their stored formats), as described in the Service. Export does not include the Platform software, our Background Technology, or configuration that is not your Customer Data.

10.2 Export window after the agreement ends

(a) For 30 days after the agreement ends (the Export Window), we will keep your Customer Data and give your administrator a secure way to obtain a full export of it, at no additional charge. This applies however the agreement ends, including for non-payment. We will not withhold your data because a fee is disputed or unpaid, but our other rights to recover unpaid fees are not affected.

(b) During the Export Window, the Service may be read-only or available only through an export download.

(c) Help beyond the standard export (for example, converting data for another system, or a migration) is optional and at our rates quoted in advance.

(d) It is your responsibility to obtain your export during the Export Window. We will remind your administrator by email at least 7 days before it closes.

10.3 Deletion

(a) After the Export Window ends, we will delete or irreversibly de-identify Customer Data from the Dedicated Server and our other active systems within 30 days, and decommission the Dedicated Server.

(b) Before we decommission the Dedicated Server we may take one final encrypted backup, which we keep on our operations systems (see Schedule 2) for up to 90 days solely to deal with any request from you or any legal claim, and then delete.

(c) Backup copies held by our hosting provider and on our operations systems expire and are deleted in the normal course, within 90 days after deletion from active systems. Until they expire, we keep them secure, do not use them for any other purpose, and, if we ever have to restore from one, re-apply the deletion.

(d) We may keep Customer Data for longer only to the extent required by law (for example, for tax records of our own billing), to deal with a dispute or legal claim, or as Aggregated Data. We will keep it secure and use it only for that reason.

(e) We may delete Customer Data earlier if you ask us to in writing, after the agreement ends.

(f) After deletion, Customer Data cannot be recovered. Subject to clause 11.1, we are not liable for any loss arising from its deletion in accordance with this Part 10.

10.4 Customer Modules

If you own any Customer Module under clause 6.3(b), we will, on request made during the Export Window, provide its source code in the form and to the extent described in the Order or Statement of Work.

Part 11. Responsibility

In short: your rights under the Australian Consumer Law always apply. Otherwise, neither of us is responsible for indirect losses such as lost profits, our total responsibility is capped at the fees you paid in the previous 12 months, and you are responsible for claims that come from your data, your content, your messages and how you use AI output.

11.1 Your rights under the Australian Consumer Law

(a) Nothing in this agreement excludes, restricts or modifies any consumer guarantee, right or remedy under the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) or any other law that cannot lawfully be excluded, restricted or modified (Non-Excludable Rights).

(b) Every limitation and exclusion in this agreement applies only to the extent permitted by law, and is subject to the Non-Excludable Rights.

11.2 Limit on our liability for consumer guarantees

To the extent permitted by section 64A of the Australian Consumer Law, and unless you establish that it would not be fair or reasonable for us to rely on this clause, our liability for a failure to comply with a consumer guarantee (other than a guarantee under sections 51, 52 or 53 of the Australian Consumer Law) in relation to services is limited, at our option, to:

(a) supplying the services again; or

(b) paying the cost of having the services supplied again.

11.3 What we do not promise

(a) Except as expressly stated in this agreement and subject to clause 11.1, all conditions, warranties and representations that would otherwise be implied by law, statute or custom are excluded.

(b) Without limiting clause 11.3(a), and subject to clause 11.1, we do not promise that:

(i) the Service will be uninterrupted, error-free, free of vulnerabilities, or available at any particular time;

(ii) the Service will meet requirements you have not told us about in the Order;

(iii) AI output, calculations, suggestions, address lookups, synchronised data or other generated information will be accurate, complete, lawful or suitable for your purposes (see clause 5.4);

(iv) messages will be delivered;

(v) the Service, or documents or messages produced with it, will comply with the laws, standards, codes or licence conditions that apply to your business or industry; or

(vi) Customer Data will never be lost or corrupted (see clause 7.7).

11.4 No liability for indirect loss

(a) Subject to clauses 11.1 and 11.7, neither party is liable to the other, whether in contract, tort (including negligence), under statute or otherwise, for any Consequential Loss arising out of or in connection with this agreement.

(b) Consequential Loss means:

(i) loss of profit, revenue, income, business, contracts, opportunity, anticipated savings, goodwill or reputation;

(ii) loss arising from business interruption;

(iii) loss or corruption of data, except the reasonable cost of restoring data from the most recent backup or re-entering it from your own records;

(iv) wasted expenditure, and the cost of management and staff time; and

(v) any loss that does not arise naturally, according to the usual course of things, from the relevant breach or event,

whether or not the loss was foreseeable or the party was told of its possibility.

11.5 Contribution and mitigation

Each party's liability is reduced to the extent the loss was caused or contributed to by the other party (or its personnel, Users or contractors), or by a Third-Party Service engaged by the other party. Each party must take reasonable steps to mitigate its loss.

11.6 Cap on liability

Subject to clauses 11.1, 11.2 and 11.7, the total aggregate liability of each party to the other, arising out of or in connection with this agreement (including all Statements of Work), whether in contract, tort (including negligence), under statute or otherwise, is limited to an amount equal to the total fees paid by you to us under this agreement in the 12 months immediately before the event that first gave rise to the liability. All claims arising from the same or related events are treated as one claim.

11.7 Exceptions to the cap and exclusions

(a) Clauses 11.4 and 11.6 do not limit:

(i) either party's liability for fraud, wilful misconduct, or death or personal injury caused by its negligence;

(ii) your obligation to pay fees and other amounts due under this agreement;

(iii) your liability under the indemnity in clause 11.8;

(iv) your liability for using the Service in breach of Schedule 3 (Acceptable Use), or infringing or misusing our Intellectual Property Rights; or

(v) any liability that cannot be limited or excluded by law.

(b) Our liability under clause 11.10 (IP claims) is included in, and not additional to, the cap in clause 11.6.

11.8 Your indemnity

(a) You indemnify us, and our officers, employees and contractors, against all claims, demands, proceedings, penalties, fines (to the extent the law permits them to be indemnified), losses, liabilities, costs and reasonable legal costs, brought or made by a third party (including your customers, your staff, other individuals and regulators) against any of them, to the extent arising out of or in connection with:

(i) Customer Data, including your collection of it and any claim that it infringes someone's rights or that you did not have the right to give it to us or to have it processed as described in this agreement;

(ii) content, messages, documents, quotes, invoices, advertisements and publications created, sent or published by you or your Users using the Service, including AI output once you or a User chose to send, publish, rely on or act on it (clause 5.4(d));

(iii) your or your Users' breach of law, including privacy, spam, surveillance, consumer and advertising laws;

(iv) your or your Users' breach of Schedule 3 or of a Third-Party Service's terms that apply to you under Schedule 2; or

(v) your dealings with your customers, suppliers and staff, including claims by your customers about work you performed or goods you supplied.

(b) Your liability under this clause is reduced to the extent the claim was caused or contributed to by our breach of this agreement, our negligence, or our wilful misconduct.

(c) We must: notify you promptly of a claim covered by this clause; let you control its defence and settlement (at your cost, but you must not make an admission on our behalf or settle it in a way that requires us to do or pay anything without our consent, not to be unreasonably withheld); and give reasonable assistance at your cost.

11.9 Events outside our control

(a) Neither party is liable for a delay or failure to perform an obligation (other than an obligation to pay money) to the extent it is caused by a Force Majeure Event, provided the affected party notifies the other as soon as practicable and takes reasonable steps to mitigate it and resume performance.

(b) Force Majeure Event means an event or circumstance beyond the reasonable control of the affected party, including:

(i) failure, outage, suspension, degradation, withdrawal, or change in terms or pricing of a hosting, cloud, network, AI, payment, email, SMS, identity or other Third-Party Service, or of the internet or telecommunications networks;

(ii) a cyber attack, denial of service attack, malware or security incident, other than one caused by the affected party's failure to take reasonable security measures required by this agreement;

(iii) fire, flood, storm, earthquake, cyclone, bushfire, extreme weather, epidemic, pandemic, power failure, war, terrorism, civil unrest, strike (other than of the affected party's own employees), or act of government; and

(iv) a change in law, or an order or direction of a court or regulator.

(c) Lack of money is not a Force Majeure Event.

(d) If a Force Majeure Event prevents us from providing substantially all of the Service for more than 30 consecutive days, either party may end the agreement by notice, and clause 9.6 applies.

11.10 Our IP indemnity

(a) If a third party claims that your use of the Service in accordance with this agreement infringes their Intellectual Property Rights in Australia, we will, at our cost, defend the claim and pay any damages and costs finally awarded against you, or agreed by us in settlement, subject to clause 11.7(b).

(b) This clause does not apply to a claim arising from Customer Data, AI output, Third-Party Services, Alterations built to your specification, combining the Service with anything we did not supply, or use in breach of this agreement.

(c) If such a claim is made or likely, we may, at our option, obtain the right for you to keep using the Service, modify it to be non-infringing without materially reducing its function, or, if neither is reasonably possible, end the affected part of the Service and refund prepaid fees for the unused period.

(d) The conditions in clause 11.8(c) apply to us as the indemnifying party, with the necessary changes.

(e) Subject to clause 11.1, this clause states our entire responsibility for third-party IP infringement claims.

Part 12. Disagreements and general

In short: if something goes wrong, tell us in writing and we will both try to sort it out within 14 days, then mediation, before going to court. Western Australian law applies. Notices are by email.

12.1 Resolving disputes

(a) A party with a dispute arising out of or in connection with this agreement (Dispute) must give the other party a written notice describing it and the outcome sought.

(b) Senior representatives of each party must meet (in person, by phone or video) and try in good faith to resolve the Dispute within 14 days after the notice.

(c) If the Dispute is not resolved within that time, either party may refer it to mediation in Perth, Western Australia, administered by the Resolution Institute (or another mediator agreed by the parties). The mediator's fees are shared equally, and each party pays its own costs. You may also ask the Small Business Development Corporation (Western Australia) or the Australian Small Business and Family Enterprise Ombudsman for help.

(d) A party must not start court proceedings about a Dispute unless it has complied with this clause and the Dispute has not been resolved within 30 days after the referral to mediation (or 30 days after the notice, if neither party refers it to mediation), except to seek urgent interim relief.

(e) This clause does not prevent either party from making a complaint to, or exercising rights before, a regulator, ombudsman or tribunal, or from recovering an undisputed debt.

(f) Each party must continue to perform its obligations while a Dispute is being resolved, as far as reasonably possible.

12.2 Notices

(a) Notices under this agreement must be in writing and in English, and may be given by email:

(i) to you, to the email address of your account owner or administrator, or your notices contact, as recorded in the Order or the Service; and

(ii) to us, to support@easydone.work.

(b) An email notice is taken to be received when it enters the recipient's mail server (or, if the sender receives a delivery failure message, it is not received). A notice received after 5:00 pm, or on a day that is not a business day, in the place of receipt is taken to be received at 9:00 am on the next business day.

(c) We may also give general notices (such as notices of changes under clause 1.5 or new Sub-processors under clause 7.10) by displaying them prominently in the Service, together with an email to your administrator.

(d) You must keep your notices email address current. A notice sent to the last email address you gave us is valid.

12.3 Assignment and change of control

(a) You may not assign, novate or otherwise transfer this agreement without our prior written consent, which we will not unreasonably withhold.

(b) We may assign or novate this agreement to a related body corporate, or to a person who acquires all or substantially all of the business or assets relating to the Service, by giving you written notice, provided the assignee agrees to be bound by this agreement. If you reasonably consider that the transfer will materially disadvantage you, you may end the agreement by notice within 30 days of our notice, and clause 9.6 applies.

12.4 Subcontracting

We may subcontract any part of our obligations, including to individuals, companies and Third-Party Services. We remain responsible for our subcontractors' performance of our obligations as if it were our own, except for Third-Party Services on standard terms, for which clauses 5.6, 7.9, 7.10 and 8.3 apply.

12.5 Governing law and courts

(a) This agreement is governed by the law of Western Australia and the Commonwealth of Australia.

(b) Each party submits to the non-exclusive jurisdiction of the courts of Western Australia and of the Commonwealth sitting in Western Australia, and courts hearing appeals from them. This does not limit any statutory right to bring a claim in another court or tribunal.

12.6 Entire agreement

This agreement is the entire agreement between the parties about its subject matter, and replaces all earlier agreements, understandings and representations about it (including any earlier demo terms, once you become a paying customer). Nothing in this clause excludes liability for fraud or any Non-Excludable Right.

12.7 Severance

If any part of this agreement is void, voidable, unenforceable or unfair under any law, it is read down to the extent necessary to make it valid, and if that is not possible, it is severed, without affecting the rest of the agreement. The parties intend each sub-clause and each part of a clause to be severable.

12.8 Waiver

A right is waived only if the waiver is in writing and signed or sent by email by the party giving it. Failing or delaying to exercise a right is not a waiver.

12.9 Relationship

The parties are independent contractors. Nothing in this agreement creates a partnership, joint venture, agency or employment relationship. Neither party may bind the other.

12.10 No benefit for others

Only the parties have rights under this agreement. Your Users and customers are not parties and cannot enforce it. Clause 11.8 benefits our officers, employees and contractors, and we hold that benefit on trust for them.

12.11 Compliance with law and sanctions

Each party must comply with the laws that apply to its performance of this agreement. You must not use the Service in, or on behalf of a person located in, a country or with a person that is the subject of Australian sanctions.

12.12 Costs

Each party pays its own costs of negotiating and entering into this agreement.

12.13 Further steps

Each party must do anything reasonably required by the other party to give effect to this agreement.

Schedule 1. Dictionary and interpretation

S1.1 Definitions

In this agreement:

Acceptable Use Policy means Schedule 3.

Administrator means a User whom you have given administrator permissions in the Service, and includes your account owner.

AI Features means features of the Service that use AI models (including large language models and image, speech and vision models) to generate, transform, classify, extract or act on content, including Autopilot.

AI Key has the meaning in clause 5.2(a).

AI Provider means a third party that supplies AI models or AI services used in the Service, including those listed in Schedule 2.

Aggregated Data has the meaning in clause 7.3(b).

Alterations has the meaning in clause 6.2(a).

Australian Consumer Law means Schedule 2 to the Competition and Consumer Act 2010 (Cth), as it applies as a law of the Commonwealth and of each State and Territory, and includes the corresponding provisions of the Australian Securities and Investments Commission Act 2001 (Cth) where they apply.

Autopilot has the meaning in clause 5.4(e).

Background Technology has the meaning in clause 6.3(c).

Billable User means a User whose login signs in to the Service at least once during a Billing Period, and who is billed under clause 4.10 (shown in the Service as an "active" user). A Billable User is counted once per Billing Period, according to their Seat Type.

Billing Date means the single day of each month on which your Billing Periods start, set under clause 4.3(e). All your Users share the same Billing Date.

Billing Period (also called a billing cycle or billing month) means each monthly period (or other period stated in the Order) for which subscription fees are charged, starting on the Start Date and then on each Billing Date. All your Users are billed on the same Billing Periods.

business day means a day that is not a Saturday, Sunday or public holiday in Perth, Western Australia.

Confidential Information means information of a party that is marked or described as confidential, or that a reasonable person would understand to be confidential, including (for you) Customer Data, and (for us) the non-public parts of the Platform, our pricing arrangements with you, AI Keys, prompts, security information and product plans. The terms of this agreement are Confidential Information of both parties.

Consequential Loss has the meaning in clause 11.4(b).

Customer Data means all data, information, files, documents, images and content that you or your Users enter into, upload to, or create or store in the Service, or that the Service receives from a Third-Party Service you connect, for your EasyDone, including personal information in it and AI output generated for you. It does not include Usage Data or Aggregated Data.

Customer Module has the meaning in clause 6.3(b).

Data Breach means unauthorised access to, or unauthorised disclosure or loss of, personal information in Customer Data held by us or our Sub-processors.

Dedicated Server means the cloud server (and associated storage) that we provision and manage to run your EasyDone.

Demo means a free demonstration, preview or practice instance of the Service that we set up for a prospective customer without taking a payment method, as described in Schedule 5. A Free Trial is not a Demo.

Export Window has the meaning in clause 10.2(a).

Field User means a User whose access is limited to the field app, and who does not have office access.

Force Majeure Event has the meaning in clause 11.9(b).

Free Trial means the 30-day free period at the start of a subscription described in Schedule 6, during which you have accepted this agreement and given us a payment method, but nothing is charged.

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

Integration Account means a login, API key or connection that is used only by an automated system (for example, a connection to Xero, Microsoft 365 or Stripe, an automation, Autopilot or another AI agent), and that no person signs in with. If a person signs in with it during a Billing Period, it is not an Integration Account for that Billing Period.

Intellectual Property Rights means all present and future intellectual property rights anywhere in the world, including copyright, patents, trade marks, designs, confidential information, know-how, and rights in software, databases and domain names, whether registered or not.

Legitimate Reason has the meaning in clause 1.5(a).

Non-Excludable Rights has the meaning in clause 11.1(a).

Office User means a User who has access to the office (web) application of the Service, whether or not they also use the field app.

Office User Minimum means the minimum number of Office Users billed in every Billing Period under clause 4.1(d): 3, unless the Order states otherwise.

Order means the order for the Service that you accept (including an online sign-up order showing the plan, the estimated number of Users of each Seat Type, prices and Start Date, an order form, and any later order, upgrade or add-on accepted by an Administrator in the Service).

personal information has the meaning in the Privacy Act 1988 (Cth).

Platform means the EasyDone software, systems and infrastructure used to provide the Service to all customers, including all updates, improvements and Alterations other than Customer Modules.

Privacy Policy means our privacy policy, published at https://easydone.work/privacy/.

Seat Type means the kind of User for pricing: Office User or Field User (and any other kind stated in the Order). Office Users are priced according to your plan, and Field Users at the field user price, as shown in the Order.

Service means the EasyDone software-as-a-service described in the Order (including EasyDone Work and, where ordered, EasyDone Studio), its field app, the Dedicated Server, AI Features, support and any other services we provide under this agreement.

Start Date means the date your first payment is successfully taken. If you have a Free Trial, that is at the end of the Free Trial (or earlier, if you press "Start my subscription now" under Schedule 6). If you have no Free Trial, it is the service or billing start date stated in the Order, or, if none is stated, the date your first payment is successfully taken.

Statement of Work means a written scope for Alterations, Customer Modules, onboarding, data migration or other services, accepted by both parties.

sign in means to sign in to the Service successfully with a User login (by password, sign-in link or code, or Single Sign-On), or to use the Service through a session that is still signed in (for example, opening the field app on a phone that stays signed in). Automatic background activity of a device when no one is using the Service (such as a data sync or a notification check) is not signing in. "Signs in" and "signed in" have matching meanings.

Sub-processor has the meaning in clause 7.10(a).

Subscription Term means the period from the start of your Free Trial (or, if you have no Free Trial, the Start Date) until the agreement ends.

Third-Party Service means a product, service, platform or network supplied by a person other than us, including those listed in Schedule 2, and services you connect to the Service using your own account.

Trial Instance means the shared server, hosted by us in Australia, on which your EasyDone runs during a Free Trial, as described in Schedule 6.

Trial Period means the 30 days of a Free Trial, starting on the day you sign up, as described in Schedule 6.

Usage Data has the meaning in clause 7.3(a).

User means an individual whom you authorise to use the Service under your subscription, including your employees, contractors and Administrators. Each User has their own login and a Seat Type.

S1.2 Interpretation

(a) Headings, "In short" lines and examples are for convenience and do not affect interpretation.

(b) "Including" and similar words do not limit what else may be included.

(c) The singular includes the plural and the reverse. A reference to a person includes a company, partnership, trust or government body.

(d) A reference to a law includes regulations and instruments under it, and that law as amended or replaced.

(e) A reference to "written" or "in writing" includes email and a notice displayed in the Service, unless stated otherwise.

(f) Amounts are in Australian dollars.

(g) No rule of construction applies to the disadvantage of a party because that party prepared this agreement.

(h) If a period of time is stated in days, it means calendar days unless business days are stated. Times are Perth, Western Australia times unless stated otherwise.

(i) "Reasonable efforts" and "reasonable steps" mean efforts and steps that are reasonable in all the circumstances, having regard to the fees paid and the nature of the Service. They do not require a party to act against its commercial interests or to incur unreasonable cost.

Schedule 2. Third-party services, Sub-processors and pass-through terms

This Schedule summarises the Third-Party Services used to provide the Service. The full, current list (with links to each provider's terms and privacy information) is in the Sub-processor list referred to in clause 7.10(a), which also forms part of this Schedule. Locations are based on each provider's published information at the date of this version and may change; see clause 7.9.

S2.1 Services chosen by us (our Sub-processors)

S2.2 Services you connect with your own account (not our Sub-processors)

Microsoft 365 (your tenant, for sign-in and email), Xero (your accounting), Stripe (your own account for payments from your customers), Google Business Profile, Meta (Facebook and Instagram), LinkedIn and other social media or advertising platforms (Studio), domain registrars, and any other service you choose to connect. These act for you under your own agreement with them.

S2.3 Terms we must pass on to you

By using the relevant feature, you agree to comply with:

(a) AI Providers. The usage policies of the AI Providers whose models power the AI Features you use, including the Anthropic Usage Policy (https://www.anthropic.com/legal/aup) and the OpenAI Usage Policies (https://openai.com/policies/usage-policies/). You must not use AI Features for any purpose prohibited by those policies.

(b) Google Maps Platform. The Google Maps / Google Earth Additional Terms of Service (https://maps.google.com/help/terms_maps/) and the Google Privacy Policy (https://policies.google.com/privacy). You must not scrape, cache or export Google Maps content except as the Service allows.

(c) Stripe. The Stripe Services Agreement and, for direct debit, the Stripe direct debit request service agreement, as presented at checkout.

(d) Microsoft, Xero, ClickSend and other connected services. The terms of use and acceptable use policies of each service you connect or whose features you use.

If a provider changes these terms, the changed terms apply from when they take effect.

Schedule 3. Acceptable Use Policy

You must not, and must ensure that your Users and anyone using your EasyDone do not, use the Service to:

1. break any law, or help anyone else break a law, including privacy, spam, consumer, advertising, anti-discrimination, surveillance, intellectual property, tax, and anti-money laundering laws;

2. send commercial electronic messages that breach clause 3.4 or the Spam Act 2003 (Cth), or send bulk messages to purchased, rented or scraped lists;

3. engage in fraud, phishing, invoice or payment redirection fraud, or impersonation of any person or business;

4. store, send or publish content that is defamatory, obscene, threatening, harassing, hateful, discriminatory, misleading or deceptive, or that infringes any person's rights, or any child sexual abuse material;

5. create or publish fake, paid-for undisclosed, or AI-generated reviews or testimonials, or content that misrepresents who created it where that is misleading;

6. collect, store or process personal information without a lawful basis, or track or record people without any notice or consent required by law;

7. upload or send malware, or anything designed to disrupt, damage or gain unauthorised access to any system;

8. attempt to access another customer's data, our servers or systems other than through the normal user interface, or bypass security, rate limits, usage limits or access controls;

9. attempt to extract AI Keys, prompts or model instructions, "jailbreak" AI Features, or use AI Features to produce content that the AI Provider's usage policies prohibit;

10. use AI Features to make decisions with a legal or similarly significant effect on individuals without meaningful human review (clause 5.4(b)(iv)), or to provide regulated professional advice to others without review by a qualified person;

11. use automated means (bots, scrapers, scripts) to access the Service, other than through integrations or interfaces we provide or approve;

12. resell, sublicense or provide the Service to third parties as a service bureau, or use it to build a competing product;

13. place unreasonable load on the Service or the Dedicated Server beyond fair use (clause 2.2(e));

14. use the Service for high-risk activities where a failure could lead to death, personal injury or serious environmental damage (for example, as the sole system for safety-critical isolation, lock-out or emergency response); or

15. use the Service in breach of the terms of a Third-Party Service listed in Schedule 2.

If we reasonably believe this Policy has been breached, we may remove or disable the relevant content, suspend the affected User or feature under clause 9.3, and, for serious or repeated breaches, end the agreement under clause 9.2(b). We will act proportionately and, where practicable, tell you first.

Schedule 4. EasyDone Studio terms

This Schedule applies if your Order includes EasyDone Studio (Studio), our marketing platform. It adds to the rest of the agreement.

S4.1 What Studio does

Studio helps you plan, create, publish and measure marketing, which may include websites, social media posts, emails, advertising, content calendars, reports, search and AI-search visibility tools, and automatic publishing (Autopilot). The Studio features included are those in your Order.

S4.2 You are the publisher

(a) Everything published or sent through Studio, including AI-generated text, images and video, is published by you, under your name and accounts. You are responsible for it as the advertiser and publisher.

(b) You must make sure your marketing complies with the law, including the Australian Consumer Law (no misleading or deceptive claims, no false or misleading testimonials, substantiated claims about prices, savings, quality, "green" or environmental benefits, and "Australian made"), the Spam Act 2003 (Cth), privacy law, industry and licensing rules (for example, advertising rules for licensed trades), the AANA Code of Ethics and other advertising codes, intellectual property law, and each platform's advertising and community rules.

(c) You must review content before it is published, or, if you turn on Autopilot, you accept that content will be published without further review by you, and that you remain responsible for it. You can turn Autopilot off at any time.

(d) Images and video generated by AI must not be used to show work you did not do, products you do not supply, or real people who have not agreed, in a way that could mislead.

S4.3 Platforms and accounts

(a) Studio connects to social media, search, advertising, website hosting and domain platforms using your accounts. Those platforms may change their rules, features, APIs and prices, reject or remove content, restrict or suspend accounts, or stop allowing third-party tools, at any time and outside our control.

(b) We do not guarantee that any post, advertisement or website will be accepted, shown, delivered, ranked or seen, or will produce any number of views, clicks, leads, sales or any position in search engines or AI assistants' answers. Reports and forecasts in Studio are estimates.

S4.4 Advertising spend

Advertising spend is charged by the advertising platform directly to your payment method, unless the Order says we will pay it and recharge you. You set budgets. We are not responsible for spend incurred under budgets you set or approve, or by the platform exceeding a budget.

S4.5 Websites

(a) If Studio builds or hosts a website for you, the website's content is your Customer Data, and the design, templates, code and components we provide remain our Background Technology (licensed to you for use on that website while you subscribe), unless the Order says otherwise.

(b) You are responsible for your website's privacy policy, terms, cookie and tracking notices, accessibility for people with disability, and the accuracy of everything on it. We can provide starting templates for these, which are not legal advice (clause 3.6(a)).

(c) When the agreement ends, on request during the Export Window we will provide an export of your website content, and, where the Order includes it, the website's code in the form described in the Order.

Schedule 5. Demo Terms

These terms apply to any Demo: a free demonstration, preview or practice instance of EasyDone, including a demo we set up for your business before you subscribe. We do not ask for a card for a Demo. By signing in to or using a Demo, you agree to these terms on behalf of your business. The rest of this agreement does not apply to a Demo except where these terms say so.

A Demo is not the Free Trial. The Free Trial starts only when you sign up, accept this agreement and give us your card, and it is covered by Schedule 6.

1. Free and time-limited. A Demo is free. It is available for the period we tell you, or until we end it. We may end, reset or change a Demo at any time, with or without notice. No fees are payable for a Demo, and no subscription starts until you accept an Order.

2. As is. A Demo is provided "as is" for evaluation only. It may contain sample data, may not include all features, may be slower or less reliable than a paid EasyDone, and may run on shared infrastructure rather than a Dedicated Server. It is not backed up for your benefit, and it has no support, availability or data commitments.

3. Do not use it for real business. You must not use a Demo to run your business, send real quotes or invoices, or store real customers' personal information, unless we agree in writing. Messages from a Demo may be disabled or redirected.

4. Information we put in your Demo. To set up a Demo for your business we may use publicly available information about your business (such as your website, logo, ABN details and public listings) and your products and prices from public sources or your supplier. It is shown only to you and us. Tell us if anything should be removed.

5. Deletion. When a Demo ends, we delete it. We may keep one final backup of it for up to 90 days (so we can bring your set-up across if you subscribe, or restore it on request), after which it is deleted. If you subscribe, we may copy your Demo set-up into your EasyDone (clause 2.6).

6. AI in Demos. AI Features in a Demo work as described in Part 5, and clauses 5.4 to 5.7 apply.

7. Acceptable use and confidentiality. Schedule 3 applies to your use of a Demo. Demo logins are for your business only and must not be shared outside it. Our software, designs and pricing shown in a Demo are our Confidential Information.

8. Responsibility. Nothing in these Demo terms excludes a Non-Excludable Right. Subject to that, to the extent permitted by law, our total liability to you in connection with a Demo is limited to A$100, and we are not liable for any Consequential Loss.

9. Privacy. We handle personal information about you and your staff in a Demo under our Privacy Policy.

10. Law. Clauses 12.1 (disputes) and 12.5 (governing law) apply.

Schedule 6. Free Trial Terms

This Schedule applies if your subscription starts with a Free Trial. The rest of this agreement applies during the Free Trial, with the changes set out here. If anything in this Schedule is inconsistent with the rest of the agreement, this Schedule applies during the Free Trial (clause 1.2(b)).

1. Who gets it. New customers who sign up online get a 30-day Free Trial, unless the Order says otherwise.

2. Card up front, nothing charged for 30 days. When you sign up, you accept this agreement and give us your card (or another payment method we offer) through Stripe. Stripe may check that the card is valid, but we do not charge it during the Trial Period. The Trial Period starts on the day you sign up and lasts 30 days, and the first charge is taken on day 31. Example: you sign up on 1 November. Your Trial Period runs from 1 to 30 November, and the first charge is taken on 1 December.

3. Reminder before the first charge. We will email your account owner and billing contact 3 days before the first charge. The email will tell you the date of the charge, what it is expected to be, and how to cancel if you do not want to continue.

4. Cancel any time during the trial, with no charge. You can cancel at any time during the Trial Period, in the ways set out in clause 9.1(a). If you cancel before the first charge, nothing is charged at all.

5. Where your EasyDone runs during the trial. During the Trial Period your EasyDone runs on the Trial Instance: a shared server, hosted by EasyDone in Australia, that other trial customers also use. Your data is kept separate from other customers' data (clause 7.6(a)), and the primary copy of your Customer Data stays in Australia (clause 2.2(b)). Clauses 2.2(a) and 2.2(c) (your own Dedicated Server and automatic resizing) apply only once your Dedicated Server is set up under item 8.

6. You can use it for real. Unlike a Demo, you may run your business on EasyDone during the Free Trial, including with real customers, quotes and invoices. Parts 3, 5, 7 and 8 apply in the usual way. Backups of the Trial Instance: we do not promise any backups of your data during the Free Trial. AI Features: the same AI allowance as the plan you chose.

7. People during the trial. Your Users can sign in during the Trial Period without charge. Sign-ins during the Trial Period do not create part-period charges under clause 4.10(c), and the Office User Minimum does not apply until the Start Date.

8. When the first charge succeeds. At the end of the Trial Period (day 31), we charge the fees for your first Billing Period under Part 4, worked out under clause 4.10(b) (the estimated number of Users in your Order, and never fewer than the Office User Minimum). You can also start paying earlier by pressing "Start my subscription now" in the Service: the first charge is then taken straight away, and your Free Trial ends that day. Either way:

(a) the day the first charge succeeds is your Start Date and your Billing Date (clause 4.3(e));

(b) we then set up your own Dedicated Server and move your trial set-up and data across to it (clause 2.6(d)). While we move it, your EasyDone may be unavailable or read-only for a short time, and set-up times are estimates (clause 2.6(c)); and

(c) once the move is complete and checked, we delete your data from the Trial Instance. Any backup copies expire in the normal course, as in clause 10.3(c).

9. If the first charge fails. If the first charge does not go through, we pause your EasyDone on the Trial Instance (your Users cannot use it while it is paused) and email your account owner and billing contact with a link to update your payment details. Pausing does not delete your data. When the charge succeeds, that day becomes your Start Date and item 8 applies. If the charge has still not succeeded 7 days after the pause, your Free Trial ends without a paid subscription, and item 10 applies.

10. If the trial ends without a paid subscription. If you cancel during the Free Trial, or it ends under item 9, Part 10 (leaving and your export) applies to your trial data, with the Trial Instance in place of the Dedicated Server: you have the 30-day Export Window, and we then delete your data from the Trial Instance (the shared server itself is not decommissioned). Nothing is charged.

11. Responsibility during the trial. Part 11 applies during the Free Trial.

End of agreement. Draft for legal review, not legal advice.