Pulsify — Terms of Service

1. Definitions and interpretation

1.1 In these Terms:

"ACL" means the Australian Consumer Law, being Schedule 2 to the Competition and Consumer Act 2010 (Cth).

"Account" means the account established for you to access and use the Service.

"Authorised User" means an individual whom you permit to access the Service under your Account, including your employees, contractors, and (where you are a bookkeeper, accountant, or adviser) personnel acting for your underlying clients.

"Confidential Information" means information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential, including the Customer Data, the Service's non-public features, and pricing. It does not include information that is or becomes public other than through breach of these Terms, that was lawfully known before disclosure, or that is independently developed.

"Connected Account" means a third-party account or system you connect to the Service, including Xero, MYOB, email mailboxes, and financial institution feeds.

"Customer Data" means data, documents, and content that you, your Authorised Users, or your Connected Accounts input into or make available to the Service, including invoices, supplier statements, remittances, vendor records, and bank account details.

"Fees" means the subscription and other charges for the Service.

"Intellectual Property Rights" means all intellectual property rights, including copyright, trade marks, designs, patents, and rights in confidential information, whether registered or unregistered.

"Service" means the Pulsify accounts payable software-as-a-service platform made available at pulsify.tech and related applications, including any automation, classification, matching, and fraud-detection features.

"Subscription Term" means the period for which you have subscribed to the Service, as set out in your order or sign-up.

"we", "us", "our", "Pulsify" means Pulsify Pty Ltd (ACN 693 476 167).

"you", "your" means the person or entity that registers for or uses the Service.

1.2 Headings are for convenience only. The singular includes the plural. "Including" and similar words are not words of limitation. A reference to legislation includes any amendment to it.

2. Agreement and eligibility

2.1 By creating an Account, accessing, or using the Service, you agree to these Terms. If you do not agree, you must not use the Service.

2.2 If you accept these Terms on behalf of an entity, you warrant that you are authorised to bind that entity, and "you" refers to that entity.

2.3 You must be at least 18 years old and capable of forming a binding contract to use the Service.

2.4 Authority over Connected Accounts and client entities. Where you connect a Connected Account or use the Service in respect of an entity other than yourself (for example, as a bookkeeper or adviser acting for a client), you warrant that you have all necessary authority and consents to do so and to allow Pulsify to access and process the relevant Customer Data.

3. The Service and what it is not

3.1 We grant you a non-exclusive, non-transferable, revocable right to access and use the Service during the Subscription Term in accordance with these Terms.

3.2 Pulsify is a software tool. It is important that you understand its limits:

(a) Pulsify does not handle payments. The Service does not initiate, process, execute, schedule, facilitate, or instruct any payment or transfer of funds. Pulsify is not a bank, payment processor, money remitter, payment initiation service, or provider of any financial product or financial service. All payments are made by you entirely outside the Service — through your own accounting platform, bank, or payment provider. You are solely responsible for initiating, authorising, and making all payments, and for independently verifying payee and bank account details before doing so. The Service may process and display vendor and supplier bank account details as data (for example, to support validation and change-detection features under clause 3.2(c)), but doing so does not constitute handling, facilitating, or instructing any payment.

(b) We do not provide financial, accounting, tax, audit, or legal advice. Outputs of the Service (including general ledger coding suggestions, classifications, and matches) are tools to assist you and do not constitute professional advice. You are responsible for your own accounting, tax, and compliance decisions.

(c) Fraud-detection features are assistive, not a guarantee. Features such as ABN validation, bank-detail-change detection, duplicate detection, and supplier verification are designed to help you identify risks. We provide them on a reasonable-endeavours basis. They do not detect all fraud, error, or misuse, and do not replace your own internal controls, verification processes, and human review. You must maintain your own controls appropriate to your business.

(d) Automation and AI outputs require your review. The Service uses automated processing, including machine learning, to suggest codings, classify documents, match records, and route items for approval. These outputs may be incomplete or incorrect. You are responsible for reviewing automated outputs before relying on or acting on them. Where the Service supports approval or review workflows, those workflows are configured and operated by you, and you are responsible for the decisions made through them.

3.3 We may update, modify, or improve the Service from time to time. We will not materially reduce the core functionality you are paying for during a Subscription Term without giving you reasonable notice and, where the reduction is material and adverse to you, a right to terminate under clause 10.4.

4. Accounts, Authorised Users, and acceptable use

4.1 You are responsible for the activity of your Account and your Authorised Users, and for keeping login credentials secure. Notify us promptly of any unauthorised use.

4.2 You must ensure your Authorised Users comply with these Terms.

4.3 You must not, and must not permit any person to:

(a) use the Service in breach of any law or third-party right;

(b) attempt to gain unauthorised access to the Service or its systems, or interfere with its operation or security;

(c) reverse engineer, decompile, or attempt to derive source code from the Service, except to the extent this restriction is prohibited by law;

(d) resell, sublicense, or make the Service available to third parties except as expressly permitted (for example, your permitted use on behalf of client entities under clause 2.4);

(e) use the Service to store or transmit malicious code, or content that is unlawful, infringing, or harmful; or

(f) use the Service to develop a competing product or to benchmark it for a competitor.

4.4 We may suspend access under clause 10.5 where reasonably necessary.

5. Connected Accounts and third-party services

5.1 The Service integrates with third-party services including Xero, MYOB, email providers, and bank feeds. Your use of those services is governed by their terms, not these Terms.

5.2 By connecting a Connected Account, you authorise us to access, retrieve, and process Customer Data from it as needed to provide the Service.

5.3 We are not responsible for third-party services, including their availability, accuracy, changes to their APIs, or their acts or omissions. If a third-party service changes or becomes unavailable, some Service features may be affected. We will use reasonable endeavours to maintain integrations but do not warrant uninterrupted integration.

6. Customer Data

6.1 Ownership. As between you and us, you own all right, title, and interest in your Customer Data. You grant us a non-exclusive licence to host, copy, process, transmit, and display Customer Data as needed to provide and support the Service.

6.2 Your responsibility for Customer Data. You are responsible for the accuracy, quality, and legality of Customer Data and for having the rights and consents needed for us to process it (including, where relevant, the personal information of your personnel and your clients' suppliers).

6.3 Use to provide and improve the Service. We may use Customer Data to operate, secure, support, and improve the Service, including to improve the accuracy of our automated features.

6.4 Model training and aggregated data. We may create and use de-identified and aggregated data derived from use of the Service for any business purpose, including improving our models and the Service, provided such data does not identify you, your Authorised Users, or any individual. We will not use identifiable Customer Data to train models made available to other customers without your consent.

6.5 Security. 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, consistent with our obligations under the Privacy Act 1988 (Cth). No method of transmission or storage is completely secure, and we do not warrant absolute security.

6.6 Privacy. Our handling of personal information is governed by our Privacy Policy at pulsify.tech/privacy, which forms part of these Terms. The Privacy Policy describes (among other things) how we handle personal information, our use of overseas service providers, and our use of automated processing.

6.7 Export and deletion. During the Subscription Term you may export Customer Data using the Service's features. On termination, clause 10.6 applies.

7. Fees, billing, and taxes

7.1 You must pay the Fees for your subscription plan as set out at sign-up or in your order. Unless stated otherwise, Fees are payable in advance and are non-refundable except as required by law (including the ACL).

7.2 Free trials. If we offer a free trial, we may modify or discontinue it at any time. At the end of a trial, paid Fees apply unless you cancel before the trial ends. We will make the trial terms and conversion clear at sign-up.

7.3 Auto-renewal. Subscriptions renew automatically for successive periods equal to the then-current Subscription Term unless either party gives notice of non-renewal at least 14 days before the end of the current term. We will give you reasonable advance notice before each renewal and before any renewal at a changed price, and you may cancel before renewal to avoid the renewal charge.

7.4 Price changes. We may change Fees. Any change takes effect from your next renewal, and we will give you at least 30 days' notice before it applies. If you do not accept a price increase, you may elect not to renew under clause 7.3.

7.5 GST. Unless stated otherwise, Fees are exclusive of GST. If GST applies to a supply under these Terms, you must pay the GST-exclusive amount plus GST. We will provide a valid tax invoice.

7.6 Overdue amounts. If an invoice is overdue, we may, after giving you reasonable notice and an opportunity to pay, suspend the Service under clause 10.5.

8. Intellectual property

8.1 We and our licensors own all Intellectual Property Rights in the Service, including its software, design, and documentation. Except for the rights expressly granted to you, no rights are granted.

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

8.3 You retain all Intellectual Property Rights in your Customer Data.

9. Confidentiality

9.1 Each party must keep the other's Confidential Information confidential, use it only to perform or exercise rights under these Terms, and protect it with reasonable care.

9.2 A party may disclose Confidential Information where required by law or to its personnel and advisers who need it and are bound by confidentiality obligations.

10. Term, suspension, and termination

10.1 These Terms start when you first accept them and continue for the Subscription Term and any renewals, until terminated under this clause.

10.2 Termination for convenience. You may cancel your subscription at any time, effective at the end of your current paid period. We may terminate a free (unpaid) Account on reasonable notice.

10.3 Termination for breach. Either party may terminate if the other materially breaches these Terms and fails to remedy the breach within 14 days of written notice, or immediately if the breach cannot be remedied. Either party may terminate immediately if the other becomes insolvent or subject to an insolvency event.

10.4 Termination for adverse change. If we make a change to these Terms or the Service that is material and adversely affects you, you may terminate by notice given within 30 days of the change taking effect, and we will refund any prepaid Fees for the unused part of your Subscription Term.

10.5 Suspension. We may suspend your access to the Service (in whole or part) only where reasonably necessary to protect our legitimate interests or those of our other customers, namely to:

(a) prevent material harm to the Service, other customers, or third parties (including a security threat);

(b) comply with law or a regulator's direction; or

(c) address non-payment of overdue Fees after notice under clause 7.6.

We will limit any suspension to what is reasonably necessary, give you notice where practicable, and restore access promptly once the cause is resolved.

10.6 Effect of termination. On termination:

(a) your right to access the Service ends;

(b) for a period of 30 days after termination, we will make Customer Data available for you to export, after which we may delete it in the ordinary course (subject to any legal retention obligations and to de-identified or aggregated data permitted under clause 6.4); and

(c) accrued rights and obligations, and clauses intended to survive (including 6, 8, 9, 11, 12, and 13), survive termination.

11. Australian Consumer Law, warranties, and disclaimers

11.1 Non-excludable rights. Our goods and services may come with guarantees that cannot be excluded under the ACL. Nothing in these Terms excludes, restricts, or modifies any right, guarantee, or remedy you have under the ACL or any other law to the extent it cannot lawfully be excluded. The remaining provisions of this clause 11 and clause 12 apply only to the extent permitted by law.

11.2 Limitation where permitted. To the extent we are permitted to limit our liability for a failure to comply with a guarantee under the ACL (and the relevant goods or services are not of a kind ordinarily acquired for personal, domestic, or household use or consumption), our liability is limited, at our option, to:

(a) supplying the services again; or

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

11.3 Disclaimer. Except for the guarantees and rights referred to in clause 11.1 and any express warranties in these Terms, and to the extent permitted by law, the Service is provided "as is" and we do not warrant that it will be uninterrupted, error-free, or that it will detect all fraud, errors, duplicates, or anomalies. The disclaimers in clause 3.2 apply.

11.4 Small business and fair contracting. We intend these Terms to be fair and transparent. Nothing in these Terms excludes, restricts, or modifies the operation of the unfair contract terms provisions of the ACL or the Australian Securities and Investments Commission Act 2001 (Cth) that apply to standard form consumer or small business contracts. We have sought to draft each discretionary right in our favour so that it is no broader than reasonably necessary to protect a legitimate interest, and to give you notice and (where a change is material and adverse) a right to exit.

12. Liability

12.1 This clause 12 is subject to clause 11.1. Nothing in it limits liability that cannot be limited by law.

12.2 Excluded loss. To the extent permitted by law, neither party is liable to the other for any indirect or consequential loss, or for loss of profits, revenue, anticipated savings, goodwill, or data, arising out of or in connection with these Terms.

12.3 Liability cap. To the extent permitted by law, each party's total aggregate liability arising out of or in connection with these Terms in any 12-month period is limited to the Fees paid or payable by you for the Service in that 12-month period.

12.4 Carve-outs. The cap in clause 12.3 does not apply to your liability to pay Fees, or to either party's liability for breach of confidentiality, infringement of the other's Intellectual Property Rights, or for fraud or wilful misconduct.

12.5 Your responsibility. To the extent permitted by law, we are not liable for loss to the extent it is caused by: your failure to verify payee or bank account details; your failure to review automated outputs before acting on them; your or your Authorised Users' breach of these Terms; inaccurate Customer Data; or acts or omissions of third-party services or Connected Accounts.

12.6 Reduction for contribution. Each party's liability is reduced to the extent the other party (or those it is responsible for) caused or contributed to the relevant loss.

12.7 Why these limits apply. You and we acknowledge that the limitations and exclusions in clauses 11 and 12 are mutual where applicable, reflect a reasonable allocation of risk between us, are reasonably necessary to protect our legitimate interests in providing the Service at the agreed Fees, and have been taken into account in setting those Fees. They do not limit any liability that cannot be limited by law, including under clause 11.1.

12.8 Our intellectual property indemnity. We will defend you against any claim by a third party that the Service, when used by you in accordance with these Terms, infringes that third party's Intellectual Property Rights in Australia, and we will pay the costs and damages finally awarded against you (or agreed by us in settlement) for that claim. This is conditional on you promptly notifying us of the claim, allowing us to control the defence and settlement (provided no settlement imposes a non-financial obligation on you without your consent), and giving us reasonable cooperation. If the Service is or may become the subject of such a claim, we may at our option procure your right to keep using it, modify it so it is non-infringing, or terminate the affected part and refund prepaid Fees for the unused period. This clause states our entire liability, and your exclusive remedy, for third-party intellectual property claims, subject to clause 11.1.

13. General

13.1 Changes to these Terms. We may update these Terms from time to time, but only for a legitimate reason — such as to reflect a change in law or regulatory requirements, to maintain the security or integrity of the Service, to reflect a genuine change in how the Service works, or to improve clarity. We will give you reasonable advance notice, in plain language, of any change that is material (for example, by email or in-product) before it takes effect. If a material change adversely affects you, you may terminate under clause 10.4 and receive a refund of prepaid Fees for the unused part of your Subscription Term. We will not rely on a changed term until you have had a reasonable opportunity to review it. Your continued use of the Service after a change takes effect constitutes acceptance of that change, subject to your rights under clause 10.4.

13.2 Your indemnity (limited). You indemnify us against loss we actually suffer arising from your breach of clause 4.3 (acceptable use), your breach of the authority warranties in clause 2.4, or third-party Intellectual Property Rights claims arising from your Customer Data, except to the extent we caused or contributed to the loss. This indemnity is limited to matters within your control, is reasonably necessary to protect our legitimate interest in not bearing liability for your conduct or content, and is subject to clauses 11 and 12. Our corresponding indemnity to you for third-party intellectual property claims is in clause 12.8.

13.3 Force majeure. Neither party is liable for failure or delay caused by an event beyond its reasonable control, provided it takes reasonable steps to mitigate. This does not excuse payment obligations for the Service already provided.

13.4 Assignment. You may not assign these Terms without our consent (not to be unreasonably withheld). We may assign or novate these Terms to a related body corporate or in connection with a sale of our business, on notice to you, provided your rights are not materially diminished.

13.5 Notices. Notices to us may be sent to hello@pulsify.tech. Notices to you may be sent to the email address on your Account.

13.6 Entire agreement. These Terms (with the Privacy Policy and any order) are the entire agreement between the parties and supersede prior representations on their subject matter, except for representations that cannot be excluded by law.

13.7 Severability and unfair terms. If a provision of these Terms is void, unenforceable, or found to be an unfair contract term under the ACL or the Australian Securities and Investments Commission Act 2001 (Cth), it is severed to the extent necessary, and the remaining provisions continue in full force. The parties intend that each provision applies only to the extent it is fair, reasonably necessary to protect a legitimate interest, and enforceable.

13.8 Waiver. A right is only waived in writing. No delay in exercising a right is a waiver.

13.9 Governing law and jurisdiction. These Terms are governed by the laws of New South Wales, Australia. Each party submits to the non-exclusive jurisdiction of the courts of New South Wales and courts hearing appeals from them.

13.10 Contact. Pulsify Pty Ltd (ACN 693 476 167). Questions: hello@pulsify.tech.