Effective date: [EFFECTIVE DATE]
1. About these terms
1.1 These terms are an agreement between [LEGAL ENTITY NAME] (ABN [ABN]) ("Valufield", "we", "us") and the business that creates an account ("you").
1.2 The person who accepts these terms confirms they are authorised to bind that business.
1.3 These terms include our Acceptable Use Policy. A signed order form prevails if it conflicts with these terms.
1.4 Valufield is a service for businesses. It is not supplied for personal, domestic or household use.
2. Definitions
In these terms:
- (a) ACL means the Australian Consumer Law in Schedule 2 of the Competition and Consumer Act 2010 (Cth);
- (b) Firm Data means data that you, your Users or your Portal Users put into the Service, or that it collects for you, including recordings, transcripts and AI outputs;
- (c) Plan means the tier, price, seats and features shown on our pricing page or your order;
- (d) Portal Users means clients you invite to your client portal;
- (e) Service means the Valufield application, client portal, public pages, API and support;
- (f) Third-Party Service means a service we do not provide, such as Gmail, Xero, Twilio or Stripe; and
- (g) Users means people you invite to your account.
3. Your account and Users
3.1 You must keep your account details accurate.
3.2 You decide who has access and what each User can do. You are responsible for your Users and Portal Users and for all activity in your account.
3.3 Each seat is for one named person. Logins must not be shared. Keep sign-in details secure, and tell us promptly at [SUPPORT EMAIL] if you suspect unauthorised access. We recommend two-step sign-in for every User.
4. Acceptable use
4.1 You must comply, and make sure your Users and Portal Users comply, with the Acceptable Use Policy.
5. Your clients' data and consents
5.1 You are responsible for Firm Data and for having the right to use it in the Service. We handle Firm Data on your behalf and in line with your settings.
5.2 You must comply with the privacy laws that apply to you, and your privacy notice must cover your use of Valufield, including overseas providers and AI features.
5.3 Call recording. Before recording calls, you must make sure recording is lawful in each state or territory involved and the other party is told. The Service can play a recording notice. You are responsible if you turn it off, or if a call does not play it.
5.4 Marketing. You must have consent under the Spam Act 2003 before sending commercial email or SMS, and must not remove the business identification or unsubscribe function the Service adds. You must check the Do Not Call Register before making telemarketing calls. If you turn on inferred consent, you must be satisfied that it genuinely applies.
5.5 AI features. You decide whether to use AI features, must tell people about them where the law requires, and must check outputs before relying on them. AI outputs are not valuation or professional advice. You remain responsible for your valuations.
5.6 Client portal. You decide whom to invite and what to share with them.
6. Plans, trials and fees
6.1 Fees are in Australian dollars and include GST unless stated otherwise. We issue a tax invoice for each payment.
6.2 Trials. A new account may start with a free trial (currently 14 days, with no card needed unless the Plan says so). We remind you before it ends. If you do not then choose a paid Plan, paid features switch off but your data is kept.
6.3 Seats. Plans may include a base fee and a fee per seat. Seats you add are charged pro rata for the rest of the billing period. You cannot reduce seats below your number of active Users.
6.4 Renewal. Monthly Plans renew each month and annual Plans renew for another year, unless you cancel before the renewal date. Annual Plans are paid in advance.
6.5 Changing Plan. Upgrades and downgrades take effect immediately, with a pro rata charge or credit. A change from annual to monthly billing takes effect at the end of the annual term.
6.6 Usage charges. Usage above your Plan's limits, such as SMS or call minutes, may be charged at the rates shown before you use it.
6.7 Price changes. We may change fees by giving at least [PRICE NOTICE DAYS] days' notice by email. A new price applies from your first renewal after the notice period, never to an annual term already paid. You may cancel before it applies.
6.8 Payment. Stripe processes our payments. You authorise us to charge your nominated payment method when fees fall due.
7. Failed payments
7.1 If a payment fails, Stripe will retry it and we will tell your billing contacts.
7.2 If an amount is still unpaid 7 days after it failed, your account becomes read-only. After 30 days it is suspended, and you can sign in only to update billing. Suspension does not delete Firm Data.
7.3 If an account remains suspended for [SUSPENSION END DAYS] days, we may end these terms by giving you 14 days' written notice.
8. Cancellation and refunds
8.1 You can cancel at any time in Settings > Billing. Cancellation takes effect at the end of your current paid period, and you keep access until then. You can reverse it before that date.
8.2 We do not refund fees for part of a billing period, unused seats or the unused part of an annual term, except as this clause 8 says or the law requires.
8.3 Our services come with guarantees that cannot be excluded under the ACL. For a major failure, you may cancel and receive a refund of unused prepaid fees. For other failures we will fix the problem within a reasonable time, and if we do not, you may cancel and receive that refund.
8.4 If we end these terms without cause under clause 16.4, or stop providing the Service, we will refund prepaid fees for the unused period.
9. Your data
9.1 You own Firm Data. You grant us a non-exclusive licence to host, copy, process and display it only to provide, secure and support the Service, and as the law requires.
9.2 We do not sell Firm Data or use it to train AI models. We may use aggregated statistics about use of the Service that identify no one.
9.3 Export. While your account is open, including during a deletion grace period, an authorised User can download a full JSON export of your organisation's data, export lists to CSV and download your files.
9.4 Deletion. Your account owner can request deletion of your organisation, and can cancel the request for 30 days. After that we permanently delete Firm Data from our live systems, except billing and tax records we must keep. Deleted data leaves our backups within [BACKUP RETENTION DAYS] days and cannot be recovered.
9.5 If these terms end for any other reason, we will keep Firm Data for [EXPORT WINDOW DAYS] days so you can export it, then delete it under clause 9.4.
9.6 Data held in a Third-Party Service, such as recordings in your Twilio account or email in your mailbox, is governed by your agreement with that provider.
10. Availability and support
10.1 We aim to keep the Service available but do not promise it will be uninterrupted or error-free. There is no uptime commitment or service credit unless agreed in writing.
10.2 We will try to give notice of planned maintenance. Support is by email at [SUPPORT EMAIL] during [SUPPORT HOURS].
10.3 We may change the Service. If we remove a feature in a way that materially reduces what you paid for, we will give you at least [FEATURE NOTICE DAYS] days' notice, and you may cancel and receive a refund for the unused prepaid period.
10.4 We back up our database daily. You remain responsible for records you must keep by law or professional standards.
11. Third-Party Services
11.1 Your use of a Third-Party Service, such as Gmail, Outlook, Xero, MYOB, QuickBooks, HubSpot, Twilio or Stripe, is governed by your agreement with its provider. For example, taking card payments from your clients needs a Stripe account under the Stripe Connected Account Agreement.
11.2 By connecting a Third-Party Service, you authorise us to exchange data with it for you. You can disconnect it at any time.
11.3 We are not responsible for Third-Party Services, and may withdraw an integration if its provider changes or ends its service.
11.4 The providers we use to run the Service are listed in our Sub-processor List. We are responsible for them as if their acts were our own.
12. Intellectual property
12.1 We and our licensors own the Service, including its software, design and documentation. We grant you a non-exclusive, non-transferable right to use it for your business while your subscription is active.
12.2 You must not copy, resell or reverse engineer the Service, except as the law allows, or use it to build a competing product.
12.3 You keep ownership of your branding and permit us to display it in your account, portal and emails. We may use your feedback without obligation.
13. Confidentiality
13.1 Each party must keep the other's confidential information confidential and use it only for these terms. Firm Data is your confidential information.
13.2 This does not apply to information that is public (other than through a breach), already lawfully known, or required by law to be disclosed.
14. Privacy and security
14.1 We handle personal information as our Privacy Policy describes.
14.2 We will tell you without undue delay after we become aware of a data breach affecting Firm Data, and help you meet your obligations.
14.3 Our staff access Firm Data only to provide the Service, for support you request, for security, or as the law requires. Support access is recorded in your audit log.
15. Liability
15.1 Nothing in these terms excludes, restricts or modifies any right or remedy under the ACL or other law that cannot be excluded.
15.2 As the Service is not ordinarily acquired for personal, domestic or household use, our liability for failing to meet a consumer guarantee is limited, where the ACL allows, to supplying the services again or paying the cost of that.
15.3 Subject to clause 15.1, our total liability under or in connection with these terms is limited to [LIABILITY CAP].
15.4 Subject to clause 15.1, neither party is liable for loss of profit, revenue or goodwill, or for indirect or consequential loss.
15.5 Clauses 15.3 and 15.4 do not limit liability for fraud, wilful misconduct, personal injury, breach of confidentiality, or your obligation to pay fees.
15.6 Each party's liability is reduced to the extent the other party caused or contributed to the loss.
15.7 You must indemnify us against third-party claims to the extent they arise from Firm Data you had no right to use, or from your breach of the Acceptable Use Policy or the laws in clause 5. We must indemnify you against third-party claims that your authorised use of the Service infringes their intellectual property rights.
16. Suspension and termination
16.1 We may suspend access, as far as reasonably necessary, for a breach of the Acceptable Use Policy, non-payment under clause 7, or a security risk. We will give notice where practicable and restore access once the issue is fixed.
16.2 Either party may end these terms by written notice if the other materially breaches them and does not fix the breach within 30 days of notice, or becomes insolvent.
16.3 You may end these terms by cancelling (clause 8) or deleting your organisation (clause 9.4).
16.4 We may end these terms without cause by giving at least 90 days' written notice.
16.5 On ending, access stops, unpaid fees become due, and clauses 9, 13, 15 and 18 continue.
17. Changes to these terms
17.1 We may update these terms by giving account owners at least [TERMS NOTICE DAYS] days' notice by email. Changes are not retrospective. If a change materially disadvantages you, you may cancel before it applies and receive a refund for the unused prepaid period.
18. General
18.1 These terms are governed by the laws of [GOVERNING STATE]. Each party submits to the courts of that state and the federal courts sitting there.
18.2 Before starting court proceedings, except for urgent relief, a party must notify the other of the dispute, and both must try in good faith to resolve it for 20 business days.
18.3 Notices may be sent by email to your account owner's email address, or to us at [LEGAL EMAIL].
18.4 You may assign these terms only with our consent, which we will not unreasonably withhold. We may assign them to a buyer of our business by notice to you.
18.5 Neither party is liable for delay caused by events beyond its reasonable control, except in paying money.
18.6 These terms are the entire agreement on their subject. An unenforceable clause is read down or severed. Not enforcing a right is not a waiver.
19. Contact
[LEGAL ENTITY NAME], [REGISTERED ADDRESS]. Support: [SUPPORT EMAIL]. Legal notices: [LEGAL EMAIL].