Terms of Service

These Terms of Service (“Terms”) form a binding agreement between:

Kookaburra Operating System, ABN 81 480 225 391, of 40 Days Drive, Munno Para, South Australia, Australia, operating the KookaburraOS platform (“KookaburraOS”, “we”, “us” or “our”); and

the person or organisation that accesses, registers for, purchases or uses the Services (“Customer”, “you” or “your”).

These Terms apply to:

• the KookaburraOS website;
• the KookaburraOS business operating platform;
• mobile or field applications;
• public forms and widgets;
• customer portals;
• online storefront functionality;
• APIs;
• connected services;
• support services; and
• related products or features that refer to these Terms.

Our Privacy Policy forms part of these Terms.

You accept these Terms when you:

• create an account;
• select a subscription;
• accept an order form or proposal;
• click an acceptance button;
• access the platform as an authorised user; or
• otherwise use the Services.

A person accepting these Terms for an organisation represents that they have authority to bind that organisation.

A person who does not accept these Terms must not use the Services.

In these Terms:

Authorised User means an owner, employee, contractor, adviser or other person whom the Customer permits to access its account.

Customer Data means information, content, records and files entered, imported, collected, received or generated by or for the Customer through the Services.

End Customer means a customer, prospective customer, client, patient, consumer or other person dealing with the Customer.

Order Form means an online subscription selection, accepted quote, proposal, order, statement of work or other document describing the applicable Services, fees or special terms.

Services means the KookaburraOS website, platform, applications, modules, APIs, widgets, integrations and related support services.

Subscription Period means the monthly, annual or other billing period shown in the applicable Order Form or subscription screen.

Tenant means the business workspace through which the Customer and its Authorised Users access KookaburraOS.

The Services are intended primarily for business use.

You must be at least 18 years old and legally capable of entering into a contract to create an account.

You must provide accurate registration information and keep it reasonably current.

You must not use the Services where doing so would breach applicable law or a contractual obligation owed to another person.

KookaburraOS provides configurable software intended to help businesses manage activities such as:

• inquiries and customer intake;
• customer and contact records;
• booking and scheduling;
• quotes, approvals and invoices;
• expenses and financial administration;
• jobs and field operations;
• products, orders and online storefronts;
• payments and payment connections;
• employees and contractors;
• customer communications;
• subscriptions and packages;
• reporting;
• integrations; and
• related business workflows.

Available modules and functionality depend on the Customer’s plan, configuration, location and connected services.

KookaburraOS is a technology provider. Unless expressly agreed in writing, we do not provide legal, accounting, tax, payroll, financial, employment, safety, medical or other regulated professional advice.

The Customer is responsible for:

• activity conducted through its account;
• deciding who may become an Authorised User;
• assigning appropriate roles and permissions;
• promptly removing access when it is no longer required;
• protecting account credentials;
• maintaining secure devices and login methods; and
• ensuring Authorised Users comply with these Terms.

Accounts and login credentials must not be shared except through functionality expressly designed for shared or delegated access.

You must notify us promptly if you become aware of unauthorised access, compromised credentials or suspicious activity.

We may rely on instructions given through an authenticated account unless we have reasonable grounds to believe the instruction is unauthorised.

Each plan includes the features described on the applicable pricing page, subscription screen or Order Form at the time of purchase.

Some modules may be:

• included in a base plan;
• available only on a higher plan;
• charged per user;
• charged according to usage;
• charged according to transaction volume;
• offered as an optional add-on; or
• offered on a complimentary or promotional basis.

A feature described as “complimentary”, “included” or “free” is included only while that description remains applicable to the Customer’s plan.

We will provide reasonable advance notice before introducing a new recurring fee for a previously complimentary feature used by the Customer. The Customer may discontinue the affected feature or cancel the subscription before the new fee takes effect.

Fees are stated in Australian dollars unless clearly stated otherwise.

Unless expressly stated to be GST-inclusive, applicable GST will be added to fees.

You authorise us and our payment provider to charge the payment method associated with your account for:

• subscription fees;
• additional users;
• usage charges;
• transaction fees disclosed in advance;
• agreed add-ons;
• applicable taxes; and
• other amounts accepted in an Order Form.

You must maintain a valid payment method and accurate billing information.

Fees are payable at the beginning of each Subscription Period unless an Order Form states otherwise.

Paid subscriptions automatically renew for successive Subscription Periods unless cancelled before the next renewal date.

The renewal date and current subscription details should be displayed in the Customer’s account or billing documentation.

By maintaining an active paid subscription, the Customer authorises recurring charges in accordance with the selected plan.

A trial or promotional period may be subject to additional conditions disclosed when it is offered.

Unless stated otherwise:

• a trial is limited to one per Customer;
• trial features may be restricted;
• promotional discounts apply only for the stated period;
• ordinary pricing applies after the promotion ends; and
• a payment method may be charged automatically after the trial where this was clearly disclosed before the trial began.

Promotional pricing does not permanently fix the price of the Services.

We may withdraw a promotion before it is accepted but will honour an accepted promotion for its stated duration, subject to these Terms.

We may change subscription, user, usage or transaction fees.

For an existing paid Customer, a material price increase will take effect no earlier than the Customer’s next renewal occurring at least 30 days after notice, unless:

• the Customer agrees to an earlier change;
• the change results from a government tax or mandatory third-party charge;
• the Customer changes its plan or usage; or
• an Order Form provides otherwise.

The Customer may cancel before the increase takes effect.

If a payment is overdue or unsuccessful, we may:

• retry the payment;
• notify the Customer;
• restrict paid functionality;
• suspend the account after reasonable notice; or
• terminate the subscription where the failure is not remedied.

We will not suspend access without notice where it is reasonably practicable to provide notice, except where immediate action is required to address fraud, security risk or unlawful activity.

The Customer remains responsible for undisputed fees accrued before suspension or termination.

The Customer may cancel a subscription through available account settings or by contacting support.

Unless an Order Form states otherwise:

• cancellation takes effect at the end of the current paid Subscription Period;
• the Customer may continue using paid features until that date;
• the subscription will not renew after that date; and
• prepaid fees are not refundable merely because the Customer stops using the Services before the end of the period.

Refunds and credits will be provided where:

• required by the Australian Consumer Law;
• required by another applicable law;
• expressly promised in an Order Form; or
• approved by us in our reasonable discretion.

Nothing in these Terms excludes a right or remedy that cannot lawfully be excluded.

The Customer is responsible for:

• configuring the Services for its business;
• confirming that selected features are suitable for its operations;
• checking information generated through the Services;
• maintaining any licences, registrations and insurance required for its business;
• complying with employment, tax, consumer, marketing, safety and industry laws;
• maintaining its own business records where required by law;
• obtaining appropriate professional advice;
• providing required notices to employees, contractors and End Customers;
• obtaining consents and permissions for Customer Data;
• maintaining appropriate internal approval controls; and
• supervising its Authorised Users.

The Customer must not represent that KookaburraOS has verified, approved or certified the Customer’s products, services, personnel or compliance status unless we have expressly agreed in writing.

As between the parties, the Customer retains ownership of Customer Data.

The Customer grants KookaburraOS a non-exclusive, worldwide, royalty-free licence to host, copy, transmit, process, display, back up and otherwise use Customer Data only as reasonably necessary to:

• provide the Services;
• follow the Customer’s instructions;
• operate enabled integrations;
• prevent or address security and technical issues;
• provide support;
• comply with law; and
• enforce these Terms.

This licence continues only for as long as reasonably necessary for those purposes.

We may use aggregated or irreversibly de-identified information for analytics, security, capacity planning and product improvement, provided it does not identify the Customer or an individual.

The Customer represents and warrants that:

• it has the right to provide Customer Data to KookaburraOS;
• collection and use of Customer Data through the Services is lawful;
• required privacy notices have been provided;
• required consents have been obtained;
• instructions given to KookaburraOS are lawful; and
• Customer Data does not unlawfully infringe another person’s rights.

The Customer must not use the Services to collect or process information that it is legally prohibited from collecting or processing.

Where sensitive information is involved, the Customer must determine whether the Services and its own configuration provide safeguards appropriate to its legal and professional obligations.

Each party must comply with privacy laws applicable to its handling of personal information.

Our handling of personal information is described in the KookaburraOS Privacy Policy.

The Customer acknowledges that, for Customer Data:

• the Customer ordinarily determines the purposes of collection and use;
• KookaburraOS generally processes the information as the Customer’s technology service provider;
• the Customer is responsible for its own collection notices and privacy policy; and
• KookaburraOS may assist with access, correction, deletion and breach-response requests where reasonably required.

The Customer must not rely on the KookaburraOS Privacy Policy as a substitute for its own tenant-facing privacy policy.

KookaburraOS will maintain technical and organisational security measures appropriate to the nature of the Services and Customer Data.

The Customer acknowledges that security is a shared responsibility.

The Customer must:

• use appropriately secure authentication methods;
• restrict administrative access;
• regularly review its Authorised Users;
• protect devices and networks;
• avoid placing credentials in notes or unprotected fields;
• install relevant security updates; and
• promptly notify us of suspected compromise.

No online service can guarantee absolute security or uninterrupted availability.

The Customer is responsible for exporting Customer Data it requires before the subscription ends.

We will provide available export functionality appropriate to the relevant modules.

Following account termination:

• ordinary access may cease;
• Customer Data may remain recoverable for 30 Days;
• reasonable recovery assistance may be subject to technical limitations and an agreed service fee;
• Customer Data may then be deleted or de-identified; and
• limited information may be retained where required for legal, tax, security, backup or dispute-resolution purposes.

The Customer should not treat the post-termination recovery period as a backup service.

KookaburraOS may allow a Customer to publish products, services, booking options, forms, checkout pages or customer portals.

Unless a checkout or written agreement expressly states otherwise:

• the Customer is the supplier of the relevant goods or services;
• the End Customer contracts with the Customer, not KookaburraOS;
• the Customer determines prices, descriptions, availability and service conditions;
• the Customer is responsible for fulfilment, delivery and performance;
• the Customer is responsible for refunds, returns and complaints;
• the Customer is responsible for consumer guarantees;
• the Customer is responsible for GST, taxes and receipts; and
• KookaburraOS is not the merchant, service provider or agent in the underlying transaction.

The Customer must publish terms, privacy information, refund information and other disclosures appropriate to its own business.

The Customer must ensure that product descriptions, prices, availability claims and promotional statements are accurate and not misleading.

Payment functionality may be provided through Stripe or another third-party provider.

Where the Customer connects its own payment account:

• the Customer has a direct relationship with the payment provider;
• the Customer must comply with the provider’s terms;
• payments may be processed directly through the Customer’s connected account;
• the provider may conduct identity, fraud, sanctions and compliance checks;
• the provider may withhold, reverse or delay payments under its terms; and
• KookaburraOS does not control the provider’s approval or risk decisions.

KookaburraOS is not responsible for losses caused solely by a payment provider’s systems, decisions or outages, except to the extent caused by our breach of these Terms or negligence.

Any KookaburraOS transaction or platform fee must be disclosed before it is charged.

The Customer may enable integrations with third-party services such as payment, email, calendar, social-media, accounting, analytics or e-commerce providers.

By enabling an integration, the Customer authorises KookaburraOS to exchange information with the provider as needed to operate the selected feature.

Third-party services are governed by their own terms and privacy policies.

We do not control and are not responsible for:

• changes made by a third-party provider;
• third-party service outages;
• withdrawal of API access;
• provider account suspension;
• inaccurate data supplied by the provider; or
• acts or omissions of the provider.

We may modify or discontinue an integration where the provider changes its API, pricing, policies or technical requirements.

Where reasonably practicable, we will notify affected Customers of a material integration discontinuation.

KookaburraOS may provide tools that allow the Customer to send email, SMS or other communications.

The Customer is responsible for:

• having consent or another lawful basis to send each communication;
• accurately identifying the sender;
• including required unsubscribe functionality;
• honouring opt-out requests;
• maintaining appropriate consent records;
• complying with the Spam Act 2003;
• complying with the Do Not Call Register Act 2006; and
• complying with provider messaging policies.

The Customer must not use the Services to send spam, deceptive messages, unlawful marketing or messages intended to harass or intimidate.

We may restrict messaging functionality where we reasonably suspect unlawful or abusive use.

The Services may calculate, organise, display or report financial and operational information.

These features are administrative tools and do not constitute:

• accounting advice;
• tax advice;
• payroll advice;
• financial-product advice;
• legal advice;
• an audit;
• certification of compliance; or
• submission to a government agency unless expressly stated.

The Customer must verify calculations, classifications, tax treatments, payroll information, reports and filings before relying on or submitting them.

The Customer remains responsible for engaging appropriately qualified advisers and meeting its legal obligations.

Where an artificial-intelligence or automated feature is enabled, it may:

• extract information;
• classify records;
• identify possible matches;
• draft content;
• summarise communications;
• suggest actions; or
• assist with reporting and workflow decisions.

Automated outputs may be incomplete, inaccurate or inappropriate.

The Customer must apply human review before relying on an automated output for:

• financial decisions;
• employment decisions;
• legal obligations;
• customer disputes;
• safety-critical work;
• health-related matters; or
• any decision that could significantly affect a person.

The Customer must not represent an automated output as having been professionally verified unless it has actually been reviewed by a suitably qualified person.

The Customer and its Authorised Users must not:

• use the Services unlawfully;
• infringe intellectual-property, privacy or confidentiality rights;
• upload malware or harmful code;
• attempt unauthorised access;
• bypass security or usage controls;
• probe or test vulnerabilities without written permission;
• interfere with the operation of the Services;
• scrape or systematically extract the Services;
• reverse engineer the Services except where expressly permitted by law;
• use the Services to harass, exploit or deceive another person;
• impersonate another person;
• send spam;
• process stolen or unlawfully obtained data;
• use the Services for unlawful discrimination;
• use the Services as a life-support, emergency-dispatch or other safety-critical system;
• resell or sublicense the Services unless authorised; or
• assist another person to do any of these things.

Reasonable use limits may apply to prevent abuse, security risks or disproportionate infrastructure use.

KookaburraOS and its licensors retain all rights in:

• the software;
• source code;
• system architecture;
• interfaces;
• workflows;
• templates;
• documentation;
• designs;
• trademarks;
• branding;
• APIs; and
• improvements to the Services.

Subject to these Terms and payment of applicable fees, we grant the Customer a limited, non-exclusive, non-transferable and revocable right to use the Services during the subscription for its internal business purposes.

No ownership of the KookaburraOS platform is transferred to the Customer.

The Customer retains ownership of its logos, content, product information and other materials uploaded to the Services.

The Customer owns business records and documents generated primarily from Customer Data, such as its quotes, invoices and job documents.

KookaburraOS retains ownership of the underlying software, document-generation system, generic layouts, templates and platform components.

The Customer grants us permission to display its business name, logo and content where necessary to provide its storefront, portal, forms, documents or other configured features.

Where the Customer provides suggestions or feedback, we may use that feedback to improve KookaburraOS without restriction or payment.

This does not transfer ownership of Customer Data or confidential business information to us.

Each party must protect the other party’s confidential information using reasonable care.

Confidential information may be used only to perform obligations, exercise rights or receive benefits under these Terms.

A party may disclose confidential information:

• to personnel and advisers who need it and are bound by confidentiality obligations;
• with the other party’s consent; or
• where required by law.

Confidential information does not include information that:

• is publicly available without breach;
• was already lawfully known;
• is lawfully received from another source; or
• is independently developed without use of the confidential information.

We will use reasonable care and skill in providing the Services.

Unless an Order Form includes a separate service-level agreement, we do not guarantee:

• uninterrupted availability;
• that every error will be corrected immediately;
• that an integration will remain available;
• that the Services will meet every industry-specific requirement; or
• that the Services will operate without occasional maintenance or disruption.

We may conduct planned or emergency maintenance.

Where reasonably practicable, we will provide advance notice of planned maintenance expected to materially affect availability.

Features described as beta, preview, experimental or early access may:

• be incomplete;
• contain defects;
• change materially;
• have limited support; or
• be discontinued.

The Customer should not rely on a beta feature for critical operations without maintaining appropriate alternatives.

Additional conditions may apply to a beta program.

We may update the Services to:

• improve functionality;
• address security risks;
• comply with law;
• respond to provider changes;
• remove obsolete functionality; or
• develop the platform.

We will provide reasonable notice where a change materially removes paid core functionality.

Where practical, we may provide an alternative feature, migration path, account credit or right to cancel.

We may suspend some or all access where reasonably necessary because:

• fees are overdue;
• the account creates a security risk;
• we reasonably suspect unlawful activity;
• use threatens the Services or another customer;
• the Customer materially breaches these Terms;
• a provider requires suspension;
• a regulator or court requires it; or
• continued provision could expose us or another person to material harm.

We will provide notice and an opportunity to remedy the issue where reasonably practicable.

Suspension will be limited to the scope and period reasonably necessary in the circumstances.

Either party may terminate the agreement by written notice if the other party:

• materially breaches these Terms and does not remedy the breach within 14 days after receiving notice;
• commits a material breach that cannot reasonably be remedied;
• becomes insolvent or enters external administration; or
• engages in fraud, deliberate misuse or serious unlawful activity connected with the Services.

We may terminate immediately where delay would create a serious security, legal or safety risk.

We may discontinue the entire KookaburraOS service or a material paid product line by giving at least 60 days’ notice where reasonably practicable.

If we discontinue a prepaid Service before the end of the paid Subscription Period for reasons unrelated to the Customer’s breach, we will provide a pro-rata refund or credit for the unused period.

On termination:

• the Customer’s right to use the Services ends;
• outstanding undisputed fees become payable;
• the Customer should export required Customer Data;
• each party must stop using the other party’s confidential information except where retention is legally required; and
• provisions intended to survive termination continue to apply.

Termination does not affect rights and liabilities accrued before termination.

The Services may come with guarantees, rights and remedies that cannot be excluded under the Australian Consumer Law or another applicable law.

Nothing in these Terms excludes, restricts or modifies a non-excludable right, guarantee, condition, warranty or remedy.

Where the law permits us to limit a remedy for failure to comply with a consumer guarantee concerning services, our liability may be limited, at our option, to:

• supplying the affected services again; or
• paying the reasonable cost of having the affected services supplied again.

This limitation does not apply where it would be unfair, unreasonable or unlawful.

Each party warrants that it has authority to enter into these Terms.

We warrant that we will provide paid Services with due care and skill.

Except for express warranties in these Terms and non-excludable legal guarantees, the Services are provided on an “as available” basis.

The Customer is responsible for determining whether the Services meet its particular business, industry and compliance requirements.

To the maximum extent permitted by law:

• neither party is liable for indirect or consequential loss that was not reasonably foreseeable;
• neither party is liable for loss caused by the other party’s failure to take reasonable steps to avoid or reduce that loss; and
• each party’s liability will be reduced to the extent the other party caused or contributed to the loss.

Subject to the exceptions below, KookaburraOS’s aggregate liability arising from the Services during any 12-month period is limited to the greater of:

• the fees paid or payable by the Customer for the affected Services during the preceding 12 months; and
• A$1,000.

The liability cap does not apply to the extent liability arises from:

• fraud;
• wilful misconduct;
• death or personal injury caused by negligence;
• a liability that cannot legally be limited; or
• an obligation to refund an amount expressly required by law.

Nothing in this section excludes liability in a manner that would make these Terms unfair or unlawful under the Australian Consumer Law.

Each party is responsible for third-party claims to the extent caused by its own:

• unlawful conduct;
• infringement of third-party intellectual-property rights;
• breach of confidentiality;
• breach of privacy obligations; or
• fraud or wilful misconduct.

The Customer is responsible for third-party claims arising from:

• the Customer’s goods or services;
• End Customer transactions;
• Customer Data;
• communications sent by the Customer;
• the Customer’s employment or contractor arrangements; or
• the Customer’s breach of law,

except to the extent the claim was caused by KookaburraOS’s breach, negligence or unlawful conduct.

A party seeking assistance with a third-party claim must provide prompt notice and reasonable cooperation.

A party claiming that a dispute has arisen must provide written notice describing:

• the nature of the dispute;
• relevant facts;
• the outcome sought; and
• supporting information.

The parties must attempt in good faith to resolve the dispute through representatives with authority to settle it.

If the dispute is not resolved within 20 business days, either party may propose mediation in South Australia through a mutually agreed mediator.

Nothing prevents either party from seeking urgent interlocutory relief or exercising a non-excludable statutory right.

We may update these Terms to reflect:

• changes to law;
• changes to the Services;
• new security requirements;
• new integrations;
• changes to our business model; or
• reasonable operational requirements.

Material changes affecting an existing paid Customer will ordinarily take effect at least 30 days after notice.

A change may take effect sooner where reasonably necessary for security, legal compliance or preventing abuse.

If a material change substantially disadvantages the Customer, the Customer may cancel before the change takes effect.

We may provide notices through:

• the Customer’s account;
• email to the account owner or billing contact;
• an administrative dashboard; or
• another contact method supplied by the Customer.

The Customer is responsible for maintaining current account and billing contact information.

Formal legal notices to KookaburraOS should be sent to:

The Customer may not assign its agreement without our prior written consent, which will not be unreasonably withheld.

We may assign the agreement as part of a genuine merger, restructuring, financing or sale of all or substantially all of the KookaburraOS business, provided that the assignee assumes our obligations.

We will notify affected Customers of a material assignment where reasonably practicable.

Neither party is liable for delay or failure caused by events outside its reasonable control, including natural disasters, widespread telecommunications failures, government action, civil disturbance, labour disruption or failure of critical third-party infrastructure.

This section does not excuse an obligation to pay an amount already due.

The affected party must take reasonable steps to minimise the impact.

These Terms and any applicable Order Form constitute the agreement between the parties concerning the Services.

If there is an inconsistency, the following order applies:

1. an expressly negotiated Order Form;
2. these Terms;
3. product documentation.

A failure to enforce a right is not a waiver.

If part of these Terms is invalid or unenforceable, it will be interpreted or severed to the minimum extent necessary, and the remaining provisions continue.

Nothing in these Terms creates a partnership, employment relationship, fiduciary relationship or agency between the parties.

Headings are for convenience and do not affect interpretation.

These Terms are governed by the laws of South Australia and the Commonwealth of Australia.

Subject to the dispute-resolution section and any non-excludable right to bring proceedings elsewhere, the parties submit to the courts of South Australia and courts entitled to hear appeals from them.

Questions about these Terms may be directed to: