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DRAFT — NOT LEGAL ADVICE. Prepared as a starting draft; not reviewed by a lawyer. Have a qualified Australian legal practitioner review and adapt it before use. [TO CONFIRM: …] items need your input (see docs/legal/README.md).

Terms of Service — Grace

Provider: [TO CONFIRM: full legal entity name] (ABN [TO CONFIRM]) ("Egan Services", "we", "us") Service: Grace, at grace.eganservices.com Effective date: [TO CONFIRM]

These Terms of Service (the "Terms") govern access to and use of Grace. By creating an account, accessing or using the Service, you agree to these Terms. If you accept these Terms on behalf of an organisation, you confirm you are authorised to bind that organisation ("Customer", "you").

1. Definitions

  • Service — the Grace software-as-a-service platform, including its subdomains, features and documentation.
  • Customer Data — all data, content and records that you or your Users submit to or create in the Service, including any personal information contained in it.
  • User — an individual you authorise to use the Service under your workspace (e.g. your staff or contractors).
  • Order / Plan — the subscription plan, entitlements and fees applicable to your workspace, whether a free pilot or a paid plan agreed in writing.

2. The Service and access

We grant you a non-exclusive, non-transferable, revocable right to access and use the Service during the Term for your internal business purposes, subject to these Terms and your Plan. We may update, improve or modify the Service from time to time; we will not materially reduce core functionality of a paid Plan during a paid term without notice.

3. Accounts, workspaces and security

You are responsible for your workspace, your Users, and all activity under your account. You must keep credentials secure, ensure your Users comply with these Terms and the Acceptable Use Policy (acceptable-use-policy.md), and promptly notify us of any unauthorised use. Administrators control User access and roles within the workspace.

4. Fees and billing

[TO CONFIRM: pilot commercial terms.] The design-partner pilot is currently provided free of charge. For paid Plans, fees, billing frequency and payment terms are as set out in the applicable Order. Unless stated otherwise, fees are in Australian dollars and exclusive of GST, which will be added where applicable. Late amounts may accrue interest and/or result in suspension under section 10.

5. Customer Data

Ownership. As between the parties, you own all right, title and interest in your Customer Data. We claim no ownership of it.

Licence to us. You grant us a limited licence to host, copy, process, transmit and display Customer Data solely to provide, secure and support the Service, and as described in our Privacy Policy and Data Processing Addendum (data-processing-addendum.md).

Your responsibilities. You are responsible for the accuracy, quality and legality of Customer Data, for having the rights and consents needed to provide it to us, and for your own privacy notices to individuals whose personal information you include.

Export and deletion. During the Term you can export your Customer Data through the Service. On termination, we will make Customer Data available for export for [TO CONFIRM: e.g. 30] days, after which we may delete it, subject to the DPA and any legal retention obligation.

6. Intellectual property

We (and our licensors) own all right, title and interest in the Service, including its software, content, and the reference/framework material we provide (which paraphrases third-party standards under their licences). Except for the rights expressly granted, no rights are granted to you. Feedback you give us may be used by us without restriction or obligation.

7. Confidentiality

Each party may receive confidential information of the other. The receiving party will protect it with reasonable care, use it only to perform under these Terms, and not disclose it except to personnel who need it and are bound by confidentiality. This does not apply to information that is public, independently developed, or required to be disclosed by law.

8. Warranties and disclaimers

We will provide the Service with reasonable care and skill. Except as expressly stated and to the extent permitted by law, the Service is provided "as is" and we exclude all other warranties. We do not warrant that the Service will be uninterrupted or error-free, or that it will make you compliant with any standard — Grace is a tool to help you manage compliance, not a guarantee of certification or of any regulatory outcome.

Australian Consumer Law. Nothing in these Terms excludes, restricts or modifies any guarantee, right or remedy you have under the Australian Consumer Law (ACL) or other law that cannot lawfully be excluded. Where we are permitted to limit our liability for breach of a non-excludable guarantee, our liability is limited, at our option, to re-supplying the affected Service or paying the cost of having it re-supplied.

9. Limitation of liability

To the maximum extent permitted by law, and subject to section 8:

  • Neither party is liable for indirect, incidental, special or consequential loss, or for loss of profits, revenue, goodwill, or data (except as required by law); and
  • Each party's total aggregate liability arising out of or in connection with these Terms is capped at the greater of (a) the fees paid by you for the Service in the 12 months before the event giving rise to the liability, or (b) [TO CONFIRM: e.g. AUD $1,000] (a floor set because a free pilot involves no fees).

Nothing in this section limits liability that cannot be limited by law (including under the ACL, or for death or personal injury caused by negligence, or fraud).

10. Suspension

We may suspend access where reasonably necessary to protect the Service or other customers (for example, a security threat, a breach of the Acceptable Use Policy, or non-payment), and will restore access promptly once the issue is resolved.

11. Term and termination

These Terms apply from when you first use the Service until terminated. Either party may terminate a free pilot at any time on notice. For paid Plans, termination is as set out in the Order. Either party may terminate for material breach not remedied within [TO CONFIRM: e.g. 30] days of notice. On termination, your right to use the Service ends and section 5 (export/deletion) applies. Sections that by their nature should survive (e.g. 5–9, 12–14) survive termination.

12. Indemnity

[TO CONFIRM with your solicitor — indemnities are commercially significant.] You will indemnify us against third-party claims arising from your Customer Data or your use of the Service in breach of these Terms or law, and we will indemnify you against third-party claims that the Service (as provided by us) infringes their intellectual property, each subject to reasonable conduct and mitigation terms.

13. Changes to these Terms

We may update these Terms. We will post the current version at grace.eganservices.com/terms and, for material changes affecting a paid Plan, give reasonable notice. Continued use after changes take effect means you accept them.

14. General

  • Governing law and jurisdiction: [TO CONFIRM: New South Wales, Australia], and the parties submit to the non-exclusive jurisdiction of its courts.
  • Assignment: you may not assign these Terms without our consent; we may assign to an affiliate or successor.
  • Force majeure: neither party is liable for delay or failure caused by events beyond its reasonable control.
  • Notices: to the email or address on the account, or [TO CONFIRM: notice email/address].
  • Entire agreement: these Terms, the Order, the Privacy Policy, the DPA and the Acceptable Use Policy are the entire agreement and supersede prior discussions.