Terms of service

Last updated: <TBD-by-lawyer>

These terms govern your use of the Campaign OS software-as-a-service platform (the "Platform") provided by Campaign OS Pty Ltd ACN <TBD-by-lawyer> ("Campaign OS", "we", "us", "our"). By using the Platform you agree to these terms.

If you are entering into these terms on behalf of an organisation (your "Agency"), you confirm you are authorised to bind that organisation.

1. The service

We grant your Agency a non-exclusive, non-transferable right to access and use the Platform during your subscription term, subject to these terms and your subscription tier's limits.

The Platform is provided over the internet as software-as-a-service. We may update, enhance, or modify functionality from time to time. We will give reasonable notice for material changes that adversely affect existing functionality.

2. Accounts

• Your Agency is responsible for the activities of its users on the Platform.
• User accounts are personal — users may not share credentials.
• You will promptly notify us of any unauthorised access.
• You will not let users access the Platform from countries on the Australian sanctions list.

3. Acceptable use

You will not:

• Reverse-engineer, decompile, or attempt to derive the source code of the Platform.
• Use the Platform to send unsolicited commercial communications in breach of the *Spam Act 2003*.
• Upload content that infringes a third party's intellectual property.
• Use the Platform to store special-category data (sensitive information under the Privacy Act) without our prior written consent.
• Attempt to probe, scan, or test the vulnerability of the Platform other than through our published responsible disclosure programme.

4. Your data

• You retain ownership of all data you upload to the Platform ("Customer Data").
• You grant us a licence to host, process, and display Customer Data as necessary to provide the Platform.
• You are responsible for the accuracy and legality of Customer Data, including obtaining all necessary consents from vendors, suppliers, and other third parties whose personal information you upload.
• You confirm you have authority to disclose Customer Data to us and to the sub-processors listed in our privacy policy.

We will treat Customer Data confidentially per our privacy policy and the *Privacy Act 1988*.

5. Fees + billing

• Subscription fees are billed in advance per the order form (your "Order Form").
• Fees are in Australian dollars and exclude GST unless stated otherwise.
• Unpaid invoices accrue interest at <TBD-by-lawyer> per month after 14 days overdue.
• You may not withhold fees for disputed amounts — disputes are handled via clause 12 (Dispute resolution).

6. Stripe + Xero connections

When you connect Stripe or Xero accounts to the Platform, you authorise the Platform to perform actions on your behalf (creating draft bills, raising payment intents). You remain responsible for reviewing transactions before they settle.

7. Term + termination

• Subscription term and renewal cadence are set out in the Order Form.
• Either party may terminate for material breach not cured within 30 days of written notice.
• On termination we will allow you to export your data within 30 days. After 30 days we will delete or de-identify the data per our privacy policy.

8. Service levels

We target 99.5 % monthly uptime for the production Platform, excluding scheduled maintenance announced at least 48 hours in advance and any events outside our reasonable control. Service-level credits (if any) are set out in the Order Form.

9. Intellectual property

• We own all rights in the Platform's software, designs, and documentation.
• You receive only the rights expressly granted in these terms — no implied licences.
• Feedback you provide is licensed to us perpetually + royalty-free.

10. Warranties + disclaimers

• We warrant the Platform will be provided with due care and skill.
• To the extent permitted by law, all other warranties are excluded.
• Where consumer guarantees under the Australian Consumer Law apply and cannot be excluded, our liability is limited to re-supplying the service or paying the cost of re-supply.

11. Liability

To the extent permitted by law:

• Neither party is liable for indirect, consequential, or loss-of-profit damages.
• Our aggregate liability is capped at the fees paid by your Agency in the 12 months before the event giving rise to liability.

These limits do not apply to:

• Breach of confidentiality.
• Breach of the privacy policy.
• Wilful misconduct or fraud.
• Indemnification obligations.

12. Dispute resolution

• The parties will first attempt to resolve disputes by good-faith negotiation between nominated representatives.
• If unresolved within 30 days the parties will mediate through the Australian Disputes Centre.
• Litigation is a last resort and is governed by the laws of New South Wales, Australia. Each party submits to the exclusive jurisdiction of NSW courts.

13. Privacy + security

Our privacy policy at <TBD-domain>/legal/privacy describes how we handle personal information. By using the Platform you acknowledge and accept that policy.

14. Sub-processors

We use third-party sub-processors to deliver the Platform. The current list is published at <TBD-domain>/legal/subprocessors. We will give you 30 days' notice before adding a new sub-processor that materially affects how Customer Data is processed.

15. AML/CTF positioning

The Platform supports real estate marketing operations. Real estate is proposed to be a "designated service" under Tranche 2 of the AML/CTF regime (currently before the Australian parliament). The Platform's audit-trail features may support your Agency's future compliance obligations, but the Platform is not itself an AML/CTF reporting solution and we make no representation that using the Platform discharges those obligations. See `docs/decisions/0006-aml-ctf-positioning.md` for our current positioning.

16. General

• These terms + any Order Form form the entire agreement.
• No variation is binding unless in writing.
• If any clause is unenforceable the remaining clauses survive.
• Notices must be sent to the contact addresses in the Order Form.

17. Contact

Legal and contractual matters:

<TBD-by-lawyer: legal@domain>

Status: TEMPLATE — DO NOT PUBLISH WITHOUT LEGAL SIGN-OFF.

Sections marked `<TBD-by-lawyer>` need legal input. Confirm:

• Australian Consumer Law interaction.
• The interest rate clause is enforceable (5 % above RBA cash rate is common).
• The mediation forum and jurisdiction clauses suit our preferred venue.
• The liability cap survives review against industry comparables.
• The AML/CTF positioning in clause 15 doesn't create unintended implied obligations.