These Terms of Service form a binding agreement between you and Dropbear Solutions Pty Ltd (ABN 00 000 000 000) ("we", "us", "our") for your use of the OzBook platform.

By creating an account, accessing a file, or using any part of the platform, you agree to these terms and to our Privacy Policy, which forms part of this agreement. If you do not agree, you must not use the platform.

If you accept these terms on behalf of an organisation, you warrant that you are authorised to bind that organisation, and "you" means that organisation.

Platform

The OzBook software and services, including the entity (organisation) file application, Practice Manager, the Developer Portal, Workbooks, the client portal, our APIs, and any documentation we provide.

File

A discrete organisation (entity) file or practice file within the platform, containing that organisation's or practice's data.

Subscriber

The person or organisation responsible for paying for a file's subscription.

User

An individual with credentials to access a file, including staff, advisors and clients.

Your Data

All data, records and content that you or your Users enter into, upload to, or generate within a file.

• You must be at least 18 years old and able to form a binding contract.
• You must provide accurate registration details and keep them current.
• You are responsible for keeping your credentials secure and for all activity under your account. Do not share credentials between individuals.
• We may require multi-factor authentication. Where we do, you must complete it to retain access.
• Each file's administrators control who may access that file and what permissions they hold. Administrators are responsible for reviewing and removing access promptly when it is no longer needed.
• You must notify us immediately at security@ozbook.au if you suspect unauthorised access to your account or a file.

The platform is offered on subscription plans. The features, limits and quotas available to a file depend on its active plan, and are enforced by the platform.

We may add, change or remove features over time. Where we remove or materially reduce a feature that your plan depends on, we will give you reasonable notice — normally at least 30 days — and you may cancel under section 17 if the change materially disadvantages you.

Features marked as beta, preview or early access are provided as-is, may change or be withdrawn without notice, and are excluded from any service commitments.

• Subscription fees are those shown for your plan at the time you subscribe, and are billed in advance for each billing period unless we agree otherwise in writing.
• Fees are stated in Australian dollars and are inclusive of GST unless stated otherwise. You are responsible for any other taxes or duties arising from your use of the platform.
• You authorise us to charge your nominated payment method for all fees as they fall due, including on automatic renewal.
• If a payment fails, we may retry it and may suspend access under section 17 until the amount owing is paid.
• If you upgrade mid-period, the change takes effect immediately and we charge a pro-rated amount. If you downgrade, the change takes effect at the start of the next billing period.
• Except where required by law — including under the Australian Consumer Law — fees paid are non-refundable, and cancelling part-way through a billing period does not entitle you to a refund for the remainder of that period.
• We may change our fees. We will give you at least 30 days' notice before a change applies to you, and the change takes effect from your next billing period. If you do not accept the new fees, you may cancel before they take effect.

We may offer free trials or promotional pricing. Unless we say otherwise, a trial converts to a paid subscription at the end of the trial period, and we will charge your nominated payment method from then. You may cancel at any time before the trial ends to avoid being charged.

Data you enter during a trial is retained if you subscribe. If you do not subscribe, we may delete it after the retention period in section 18.

You own Your Data. We do not claim ownership of it.

You grant us a non-exclusive, worldwide, royalty-free licence to host, copy, transmit, display, back up and otherwise process Your Data, solely to the extent needed to provide, secure and support the platform, and to comply with the law. This licence ends when Your Data is deleted in accordance with section 18.

We may produce aggregated, de-identified statistics from platform usage — information that cannot reasonably identify you, your Users, or your clients — and use them to operate and improve the platform. We do not use Your Data to train machine learning models for other customers, and we do not sell Your Data.

You are responsible for:

• the accuracy, quality and legality of Your Data;
• having the right to provide Your Data to us, including any consents required from your employees, clients and contacts; and
• your own compliance obligations, including record-keeping, taxation, privacy and payroll obligations.

We keep backups as part of operating the platform, but backups are a disaster-recovery measure for us — they are not a substitute for your own record-keeping. We recommend you export your records regularly.

You must not, and must not permit anyone else to:

• use the platform to break the law, or to store or transmit unlawful material;
• attempt to access another organisation's file or data, or circumvent authentication, permission, quota or rate-limit controls;
• probe, scan or test the security of the platform without our prior written authorisation, or interfere with its operation or integrity;
• reverse engineer, decompile, or attempt to derive the source code of the platform, except to the extent this restriction is prohibited by law;
• resell, sublicense, or provide the platform as a service to a third party, except where your plan expressly allows it — a practice serving its own clients is permitted;
• upload malware, or use the platform to send spam or otherwise breach the Spam Act 2003 (Cth);
• place unreasonable load on the platform, including through automated access outside the documented API and its published limits.

You are responsible for your Users' compliance with this section.

The platform can connect to third-party services — bank feeds, payment providers, identity providers, and applications built by third-party developers.

• When you authorise an application to connect to your file, you direct us to disclose the data covered by the scopes you consent to. You can review and revoke connections at any time from your file's connected applications page.
• Third-party services are provided by their operators, not by us, on their own terms. We are not responsible for their availability, security, accuracy, or acts and omissions.
• If you use our API or the Developer Portal, you must comply with the published scopes, quotas and rate limits for your tier. We may throttle, suspend or revoke credentials that breach them or that put the platform at risk.
• Migration tools that import data from another system depend on that system's data and availability. You are responsible for verifying the completeness and accuracy of migrated records before relying on them.

We aim to keep the platform available at all times, but we do not guarantee uninterrupted availability. Current service health is published on our Status page.

We may perform maintenance that makes the platform temporarily unavailable. We will give advance notice of planned maintenance where practicable, and will try to schedule it outside Australian business hours. Emergency maintenance may be performed without notice.

Support is provided by email at support@ozbook.au, and through the Help page. Support is available during Australian business hours. Response targets depend on your plan.

We are not responsible for unavailability caused by your internet connection or equipment, a third-party service you rely on, or an event beyond our reasonable control.

We and our licensors own all intellectual property rights in the platform, including its software, design, documentation, trade marks and branding. Nothing in these terms transfers any of those rights to you.

We grant you a non-exclusive, non-transferable, revocable licence to access and use the platform for your internal business purposes during your subscription, subject to these terms.

If you give us feedback or suggestions, we may use them without restriction or obligation to you.

Each party may receive confidential information of the other. Each party must keep the other's confidential information secure, use it only for the purposes of this agreement, and not disclose it except to personnel and advisors who need it and are bound by equivalent obligations.

These obligations do not apply to information that is public through no fault of the recipient, was already lawfully known to the recipient, is independently developed, or must be disclosed by law — in which case the recipient will, where lawful, give the other party prior notice.

OzBook is software. It is not a substitute for professional advice, and we are not acting as your accountant, bookkeeper, tax agent, auditor, or financial or legal advisor.

Calculations the platform performs — including tax, GST, BAS, payroll, PAYG withholding, superannuation, award interpretation, depreciation and reporting outputs — are tools to assist you. You remain responsible for verifying them and for the accuracy and timeliness of anything you lodge or report to the Australian Taxation Office or any other authority.

You should obtain your own professional advice before relying on the platform's output for a decision, lodgement or statutory obligation.

Australian Consumer Law. Our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled to cancel your service contract and to a refund for the unused portion, or to compensation for its reduced value. You are also entitled to be compensated for any other reasonably foreseeable loss or damage. If the failure does not amount to a major failure, you are entitled to have problems with the service rectified in a reasonable time and, if this is not done, to cancel your contract and obtain a refund for the unused portion of the contract.

Nothing in these terms excludes, restricts or modifies any guarantee, right or remedy you have under the Australian Consumer Law or any other law that cannot lawfully be excluded.

Subject to that, and to the maximum extent permitted by law, the platform is provided "as is" and we exclude all other warranties, whether express or implied. We do not warrant that the platform will be error-free, uninterrupted, or fit for any purpose you have not told us about.

This section applies to the maximum extent permitted by law and is subject to section 14.

Where our liability for a failure to comply with a consumer guarantee may lawfully be limited, our liability is limited, at our option, to resupplying the service or paying the cost of having it resupplied.

Neither party is liable to the other for any indirect, incidental, special or consequential loss, or for loss of profits, revenue, goodwill, anticipated savings, or data (other than the cost of restoring data from your own records).

Our total aggregate liability arising out of or in connection with this agreement in any 12-month period is limited to the total subscription fees you paid us for the platform in that period.

These limits do not apply to your obligation to pay fees, to either party's breach of confidentiality, or to liability that cannot lawfully be limited.

Each party must take reasonable steps to mitigate its loss.

You indemnify us against liability, loss and reasonable costs we incur arising from a third-party claim caused by Your Data, your breach of section 8 (Acceptable use), or your unlawful use of the platform — except to the extent we caused or contributed to the loss.

Your cancellation

You may cancel a subscription at any time from your billing settings. Cancellation takes effect at the end of the current billing period, and you keep access until then.

Our suspension

We may suspend your access, in whole or in part, where:

• fees are overdue and remain unpaid after we have given you notice;
• we reasonably believe you have breached section 8;
• continued access presents a security, legal or operational risk to us or other customers.

We will give notice before suspending where practicable, and will restore access once the cause is resolved.

Termination

Either party may terminate this agreement if the other materially breaches it and fails to remedy the breach within 30 days of written notice, or immediately if the other becomes insolvent. We may also terminate on 30 days' notice if we discontinue the platform, in which case we will refund the unused portion of any prepaid fees.

Sections 7, 11, 12, 14, 15, 16, 18 and 20 survive termination.

You can export Your Data from the platform at any time while your subscription is active, using the export tools we provide.

After a subscription ends, we retain the file in a read-only state for 30 days so you can export Your Data. After that period we may delete or de-identify it, except where we are required to retain it by law or to resolve a dispute.

Where we are required to retain records by law — for example, statutory record-keeping periods under Australian taxation law — we retain only what is required, for only as long as required, and continue to protect it under our Privacy Policy.

We may amend these terms. For changes that materially affect your rights or obligations, we will give you at least 30 days' notice by email or through the platform before they take effect. Other changes — clarifications, corrections, and changes required by law — take effect when published.

Continuing to use the platform after a change takes effect means you accept the amended terms. If you do not accept them, you may cancel under section 17 before they take effect.

Governing law

This agreement is governed by the laws of Australia. Each party submits to the non-exclusive jurisdiction of the Australian courts.

Notices

We may give you notice by email to your registered address or through the platform. You may give us notice at legal@ozbook.au.

Assignment

You may not assign this agreement without our written consent. We may assign it to a related entity or in connection with a sale or restructure of our business.

Subcontracting

We may use subcontractors and service providers to help deliver the platform, and remain responsible for their performance under this agreement.

Force majeure

Neither party is liable for failure to perform (other than an obligation to pay) caused by an event beyond its reasonable control, provided it takes reasonable steps to mitigate.

Severability

If any provision is unenforceable, it is severed and the rest of the agreement continues.

Waiver

A failure to enforce a right is not a waiver of it.

Entire agreement

These terms, together with the Privacy Policy and any order form or written agreement we sign with you, are the entire agreement between us about the platform. Where a signed written agreement conflicts with these terms, that agreement prevails.

Legal and contractual enquiries

legal@ozbook.au

Support

support@ozbook.au

Privacy

privacy@ozbook.au

Postal address

PO Box Unknown

Operator

Dropbear Solutions Pty Ltd · ABN 00 000 000 000