Terms and Conditions

1. Definitions

• "ACL" means the Australian Consumer Law set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth).
• "Fees" means the subscription and other charges payable for the Service.
• "GST" means Australian Goods and Services Tax, with the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth), a law of the Commonwealth of Australia.
• "Privacy Policy" means our privacy policy, available here, as updated from time to time.
• "Your Data" means the data, content and materials that you or your users submit to, or generate in, the Service.

In these Terms, every Act or piece of legislation referred to is Australian law: citations marked "(Cth)" are Acts of the Commonwealth of Australia, and "GST" is Australian Goods and Services Tax. These Terms themselves are governed by Australian law (see section 24).

2. Service Overview

dblSuite is a subscription-based suite of web applications offering business management and related online services. Access to features is provided based on your chosen subscription plan. We may add, change or remove features over time.

3. Eligibility and Account Registration

To use the Service, you must:

• Create an account with accurate, complete and current information.
• Maintain the confidentiality of your login credentials and any access tokens.
• Be at least 18 years old and have authority to bind the organisation you represent.

You are responsible for all activities that occur under your account and for the acts and omissions of your users.

4. Subscriptions, Fees and Billing

4.1 Billing

• The Service is offered on a recurring subscription basis (typically monthly) for the plan you select.
• You authorise us (and our payment processors) to charge your nominated payment method automatically on each billing cycle until the subscription is cancelled.

4.2 GST and Taxes

• Unless expressly stated otherwise, all Fees are exclusive of GST.
• If GST is payable on any supply made under these Terms, you must pay us an additional amount equal to the GST, at the same time as the Fee to which it relates. We will provide a valid tax invoice.
• You are responsible for all other taxes, duties and government charges applicable to your use of the Service (other than taxes on our income).

4.3 Changes to Fees

• We may change our Fees on no less than 30 days' notice. Changes take effect from your next billing cycle.
• If you do not accept a Fee change, you may cancel before it takes effect; continued use after that date constitutes acceptance.

4.4 Non-Payment, Suspension and Deletion

If an invoice is not paid by its due date, the following steps may apply:

• If a payment is declined, we will attempt to contact you to update your payment method.
• Suspension. If payment remains unpaid 7 calendar days after the due date, we may suspend your access to the Service (see section 14). During suspension, Your Data is retained and is not deleted, and access is restored promptly once the outstanding amount is paid.
• Termination and deletion. If payment remains unpaid 30 calendar days after the due date, we may terminate your subscription and account (see section 15) and permanently delete Your Data.

4.5 Customer Responsibility

• You are responsible for keeping your payment information current, accurate and sufficient for billing.
• You must update your payment method promptly if anything changes (for example, an expired card).

4.6 Subscription Changes and Cancellation

• You may upgrade, downgrade or cancel your subscription at any time through your account settings.
• Changes take effect at the end of the current billing cycle unless otherwise specified.

4.7 Refunds

• Except as required by law (including the ACL) or expressly stated otherwise, Fees are non-refundable.
• No refunds are given for partial billing periods or unused features. This clause does not limit your rights under the ACL (see section 14).

5. Your Data and Ownership

• As between you and us, you (or your licensors) retain all right, title and interest in Your Data.
• You grant us a non-exclusive, worldwide, royalty-free licence to host, copy, store, process, transmit, back up and display Your Data, solely to the extent necessary to provide, maintain, secure, support and improve the Service and as permitted by these Terms and our Privacy Policy.
• We may create and use aggregated and de-identified data (which does not identify you or any individual) to operate, analyse and improve the Service.
• You represent that you have all rights and consents necessary to submit Your Data to the Service and that it does not infringe the rights of any third party or breach any law.

6. Data Management

6.1 Data Retention

• If you cancel your subscription, we retain Your Data for up to 30 calendar days after the service end date to allow you to export it, after which we may permanently delete it, except where we are required to retain it by law.
• Different timing applies where your subscription is suspended or terminated for non-payment — see section 4.4.

6.2 Customer Backup Responsibility

• You are responsible for exporting or backing up any data you wish to retain before account closure or data deletion.
• Subject to section 13 (Limitation of Liability) and the ACL, we are not liable for loss of data following termination, payment lapse or account closure.

6.3 Data Location

• We use cloud service providers to store and process data, which may be located in Australia or overseas.
• By using the Service, you consent to the storage and processing of data in jurisdictions that may differ from your own. Where personal information is involved, we handle it in accordance with section 7 and our Privacy Policy.

7. Privacy

• We handle personal information in accordance with the Privacy Act 1988 (Cth), the Australian Privacy Principles (APPs) and our Privacy Policy.
• Where you submit personal information about your customers, staff or other individuals to the Service, you are responsible for ensuring you have the necessary rights and consents to do so and for your own compliance with applicable privacy laws.

8. Security and Data Breaches

• We maintain reasonable administrative, technical and physical safeguards designed to protect Your Data. No method of transmission or storage is completely secure.
• In the event of an eligible data breach, we will comply with our obligations under the Notifiable Data Breaches scheme in Part IIIC of the Privacy Act 1988 (Cth).
• You must take reasonable steps to secure your credentials and devices and to notify us promptly of any suspected unauthorised access.

9. Confidentiality

Each party may receive confidential information of the other. Each party must keep the other's confidential information secure, use it only to exercise its rights and perform its obligations under these Terms, and not disclose it except to personnel and advisers who need to know it and are bound by similar obligations. This does not apply to information that is public (other than through breach), independently developed, or required to be disclosed by law (in which case the disclosing party will, where lawful, give prior notice).

10. Acceptable Use

You agree not to:

• Use the Service for any unlawful, infringing, harmful or unauthorised purpose.
• Attempt to access, probe, modify, disrupt or interfere with the Service, its infrastructure or its security measures, or gain access to data that is not yours.
• Introduce malware, conduct excessive automated requests, or impose an unreasonable load on the Service.
• Resell, distribute, sublicense or provide the Service to third parties without our prior written consent.
• Send unsolicited communications in breach of the Spam Act 2003 (Cth) using the Service.

We may suspend or terminate access for breach of this section (see sections 12 and 13).

11. Third-Party Services and Integrations

• The Service may interoperate with third-party products, integrations or payment processors. Your use of those services is governed by their own terms and privacy policies.
• We are not responsible for third-party services and do not warrant their availability, security or performance.

12. Service Availability, Maintenance and Support

• We aim to keep the Service available but do not guarantee uninterrupted or error-free operation. We may perform scheduled or emergency maintenance, and will use reasonable efforts to give advance notice of significant planned downtime.
• We provide support for technical issues and product queries via email at [email protected], and aim to respond within 2 business days. Response times may vary with complexity and volume.

13. Intellectual Property and Feedback

• All content, trademarks, and software comprising the Service are owned by or licensed to dblSuite Pty. Ltd. Nothing in these Terms transfers any such rights to you.
• We grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Service in accordance with these Terms for the duration of your subscription.
• If you provide feedback or suggestions, you grant us a perpetual, irrevocable, royalty-free licence to use them to improve the Service, without obligation to you.

14. Suspension

We may suspend your access (in whole or part), with notice where practicable, if:

• payment is overdue;
• we reasonably believe there is a security risk, unlawful use, or material breach of these Terms; or
• we are required to do so by law.

We will restore access promptly once the cause is resolved. Suspension does not of itself delete Your Data; the full sequence for non-payment (suspension, termination and deletion) is set out in section 4.4.

15. Term and Termination

• These Terms apply for as long as you use the Service or hold an account.
• You may terminate by cancelling your subscription (section 4.6) and closing your account.
• We may terminate or suspend these Terms or your access if you materially breach them (including non-payment) and, where the breach is capable of remedy, do not remedy it within a reasonable time after notice.
• On termination, your right to access the Service ceases, any Fees accrued up to termination remain payable, and Your Data is handled in accordance with section 6. Clauses intended to survive termination (including sections 5, 9, 13, 16–18 and 20) continue to apply.

16. Warranties and Disclaimers

Subject to section 17 (Australian Consumer Law) and to the fullest extent permitted by law, the Service is provided "as is" and "as available", and we exclude all implied warranties, conditions and guarantees. We do not warrant that the Service will be uninterrupted, error-free, secure, or fit for your particular purpose.

17. Australian Consumer Law

Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy conferred on you by the ACL or any other applicable law that cannot lawfully be excluded or limited ("Non-Excludable Rights").

Where our Service comes with guarantees that cannot be excluded under the ACL, and where we are permitted to limit our liability for a breach of those guarantees, our liability is limited, at our option, to:

• re-supplying the Service (or the affected part of it); or
• paying the cost of having the Service re-supplied.

18. No Professional Advice

The Service and its outputs are provided for general business and informational purposes only and do not constitute accounting, financial, tax, legal or other professional advice. You are responsible for verifying outputs and for your own records and compliance obligations, and should obtain independent professional advice before relying on them.

19. Indemnity

To the extent permitted by law, you agree to indemnify dblSuite Pty. Ltd. and its directors, officers, employees, contractors and affiliates against any claims, liabilities, damages, losses and reasonable expenses (including legal fees) arising out of or in connection with:

• your access to or use of the Service;
• your breach of these Terms;
• your violation of any law or any rights of a third party; or
• any claim that Your Data, or your use of the Service, caused loss or damage to a third party.

20. Limitation of Liability

Subject to section 17 (and except for liability that cannot be excluded or limited by law):

• neither party is liable for any indirect, incidental, special, consequential, exemplary or punitive loss, or for loss of profits, revenue, goodwill or anticipated savings; and
• our total aggregate liability for all claims arising out of or relating to the Service in any 12-month period is limited to the amount of Fees you paid us for the Service during the 12 months preceding the event giving rise to the liability.

21. Force Majeure

Neither party is liable for any delay or failure to perform its obligations (other than payment obligations) to the extent caused by an event beyond its reasonable control, including natural disasters, outages of telecommunications or third-party infrastructure, cyber-attacks, acts of government, or industrial action.

22. Changes to the Service and these Terms

• We may modify or discontinue the Service (in whole or part) with reasonable notice where the change is material.
• We may update these Terms from time to time. The updated Terms will be posted here with a revised "Last Updated" date, and your continued use of the Service after they take effect constitutes acceptance.

23. General

• Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign them to an affiliate or successor in connection with a reorganisation, merger or sale.
• Severability. If any provision is held invalid or unenforceable, it is severed and the remaining provisions continue in force.
• Waiver. A failure or delay in exercising a right is not a waiver of that right.
• Entire agreement. These Terms (with the Privacy Policy and any plan-specific terms) are the entire agreement between us regarding the Service and supersede prior arrangements.
• Notices. We may give notices via the Service or to your account email. You may contact us as set out in section 25.
• Relationship. Nothing in these Terms creates a partnership, agency or employment relationship between the parties.

24. Governing Law and Dispute Resolution

• These Terms are governed by the laws of Queensland, Australia, and each party submits to the non-exclusive jurisdiction of the courts of Queensland.
• Before commencing proceedings (except for urgent injunctive relief), the parties will attempt in good faith to resolve any dispute through discussion between senior representatives.

25. Contact Us

If you have any questions about these Terms, please contact: