Terms and Conditions

These terms and conditions of use (Terms) govern the agreement between the user of the Services and Application (Client) and SuccessFlow.

By subscribing to the Services and using the Application, the Client acknowledges and agrees that it has had a sufficient chance to read and understand these Terms and agrees to be bound by them.

SuccessFlow will provide the Services and use of the Application to the Client subject to these Terms and any policies and guidelines of SuccessFlow published from time to time.

The provision of Services and use of the Application by SuccessFlow will depend on the Subscription Level chosen by the Client:

• the Subscription Levels are as set by SuccessFlow from time to time and advised to the Client;
• each Subscription Level may contain a variety of different features or uses;
• SuccessFlow reserves the right to vary the features of a Subscription Level in accordance with these Terms;
• a Client may change its Subscription Level with the consent of SuccessFlow provided the Client pays the appropriate fee for that Subscription Level and any variation fee that may be applicable. The Subscription Level may also be changed as set out in this Agreement.

For the avoidance of doubt, the Client acknowledges and agrees that SuccessFlow may change, modify or remove any Subscription Level at any time at its sole discretion.

The Client agrees to promptly provide SuccessFlow with the following (as may be reasonably requested by SuccessFlow) to enable SuccessFlow to perform the Services and/or use of the Application:

• access to and authorisation to use all and any data, information, material and content as reasonably required by SuccessFlow;
• such other information, authorisation and items as may be reasonably requested by SuccessFlow.

Where the Client provides SuccessFlow with information, the Client agrees and warrants that any and all information supplied by the Client is true, accurate, current and complete and the Client either owns or has right to supply the information supplied.

The Client acknowledges that failure to promptly provide the above may restrict SuccessFlow's ability to provide the Services and use of the Application in accordance with these Terms. SuccessFlow will not be liable in any respect where any failure to provide the Services is due to a delay of the Client (or a third party) to provide the required information or the Client (or a third party) providing incorrect or inaccurate information.

The Client further agrees to cooperate with, act reasonably and follow the reasonable directions of SuccessFlow in connection with the use of the Application and this Agreement.

During the Term, the Client will pay the following (as may be applicable):

• the Subscription Fee (for the agreed Subscription Level) in accordance with SuccessFlow's current payment requirements for the Subscription Fee;
• any other fees for Additional Services (see clause 7 below).

SuccessFlow may increase the Fee in the following circumstances:

• where there has been a change in the Subscription Level or type or increase in Services at the request of the Client;
• periodically by a maximum amount of ten percent (10%) to reflect any increases in costs of offering the Services and use of the Application. The Client will be notified in writing of any increase to the Fee.

If SuccessFlow has not received any payment required in accordance with these Terms, in addition to any other rights and remedies of SuccessFlow, SuccessFlow may without liability to the Client:

• suspend the provision of the Services and use of the Application to the Client while any payment due and owing to SuccessFlow remains outstanding;
• disable the Client's access to all or part of the Application and SuccessFlow will be under no obligation to provide any or all of the Services while any payment due and owing to SuccessFlow remains outstanding.

Where there has been a failure to pay pursuant to the terms of this Agreement, SuccessFlow is under no obligation to commence, recommence or reinstate the Services or use of the Application even if requested by the Client. Any commencement, recommencement or reinstatement will be at SuccessFlow's sole discretion (acting reasonably).

The Client agrees that in the event of any action being taken by SuccessFlow to recover any overdue amount due and owing by the Client pursuant to these Terms, any costs incurred by SuccessFlow in recovering the debt (including without limitation any legal expenses on a solicitor/client basis, collection agency charges (if permissible by law) or any other reasonable associated costs) are payable by the Client to SuccessFlow and shall be recoverable by SuccessFlow as a separate debt.

On termination of this Agreement, all outstanding fees will become payable by the Client to SuccessFlow.

All amounts and fees stated or referred to in this Agreement or communicated to you by SuccessFlow:

• are exclusive of GST unless otherwise stated;
• will be in Australian dollars; and
• are (subject to the terms of this Agreement) non-refundable.

If there is a debt or other moneys due from the Client to SuccessFlow or SuccessFlow has a claim to money against the Client whether for damages or otherwise, arising out of or in any way in connection with this Agreement or on any other legal or equitable basis, then SuccessFlow may withhold, deduct or set-off the debt or other moneys due or claim against any sum which the Client is or may be entitled to arising out of or in any way in connection with this Agreement. Nothing in this clause affects or restricts the right of SuccessFlow to recover from the Client the whole of the debt or claim or any balance that may remain owing.

Subject to the Client's Subscription Level and this Agreement, SuccessFlow will provide the Services and use of the Application for the Term.

The Client acknowledges and agrees that SuccessFlow, at all times, retains all right and title to all the data, materials and content contained within the Application, excluding any Client Data.

The Client is granted a non-exclusive, revocable license for the period of this Agreement to access the Application in accordance with the Client's chosen Subscription Level and such license is personal to the Client, cannot be transferred and is limited by the terms of this Agreement.

The Client is not authorised to copy or reproduce the Application in any way without the prior written consent of SuccessFlow.

SuccessFlow will not be responsible in any respect for any action or inaction of the Client based on the Client's analysis or interpretation of the Application or the results produced from the Application.

The Client must not add to, remove or vary any of the Application unless permitted by SuccessFlow.

The Client acknowledges and agrees that SuccessFlow is not responsible in any respect for any Client Data provided by or for the Client in its use of the Application. The Client is responsible for maintaining (and updating) the accuracy of any Client Data on the Application.

SuccessFlow acknowledges and agrees that the Client at all times retains all right and title to the Client Data. SuccessFlow does not, unless required as part of the relevant Subscription Level or provision of Services, analyse or interpret the Client Data for and on behalf of the Client.

The Client irrevocably grants SuccessFlow a perpetual, world-wide, non-exclusive, royalty-free and transferable license to use the Client Data for the purpose of enabling the Client access to the Application.

SuccessFlow will not be responsible in any respect for any action or inaction of the Client based on the Client's analysis or interpretation of the Client Data.

The Client acknowledges and agrees that:

• upon SuccessFlow consenting to any grant of access by the Client to the Application, the Client will be issued, within a reasonable period of time of such grant, a username and password providing the Client access to the relevant Services and the Application;
• the Client is responsible for ensuring the security of the Client's computer and devices and maintaining the confidentiality of any issued username and password (including to any employees, contractors or agents of the Client);
• the Client must notify SuccessFlow immediately if the Client becomes aware of any unauthorised use of the Client's issued username and/or password;
• SuccessFlow may, at its sole discretion, introduce security features to access the Application which the Client must comply with. If the Client refuses to utilise any such security features, it may limit the functionality of the Services and Application for the Client;
• the Client's use of the Application is the Client's responsibility and is entirely at the Client's own risk and the Client accepts full responsibility for all and any information that the Client transmits via the Client's access to the Application;
• the Client will educate its employees, contractors and agents on the correct use of the Application and is responsible for such parties' use of the Application;
• the Client must not use the Application in a way that breaches this Agreement or any laws, regulations, standards or codes as enacted or modified from time to time;
• the Client must not use, reproduce, sell, resell or otherwise exploit any of the Application or any part of it for commercial purposes other than in accordance with these Terms;
• the Client must not modify, copy, adapt, distribute, translate or create derivative works of any kind whatsoever of any of the Application or any of the Services;
• SuccessFlow retains complete editorial control over the Application and may change, modify, alter, amend, delete any of the Application (or any component or feature of the Application) or cease the operation of the Application at any time in its sole discretion;
• the Application will not operate on a continuous basis, and may be unavailable from time to time (including for maintenance purposes);
• neither the Application and/or the Services will be error-free and SuccessFlow does not guarantee that the Application will be free from external intruders (hackers), virus or worm attack, denial of service attack, or other persons having unauthorised access to the Application; and
• the Client is responsible for acquiring and maintaining all equipment, services and software (whether through third parties or otherwise) necessary to access the Application. The Client is responsible for all telecommunication fees or charges incurred as a result of connecting to the Application.

The Client acknowledges that it has reviewed the terms of SuccessFlow's Privacy Policy and Disclaimer as set out in its website as amended from time to time.

Third-Party Services & Infrastructure. The Application is built on and hosted using Lovable Cloud, which provides SuccessFlow's cloud hosting and backend infrastructure. The Client acknowledges that the availability and performance of the Services depend in part on third-party infrastructure providers. SuccessFlow is not responsible for service interruptions, delays, downtime, or technical issues caused by outages or failures affecting its third-party hosting infrastructure.

The Client grants to SuccessFlow permission to publicise that the Client is a Client of SuccessFlow.

The Client must not:

• access, store, or distribute through the Application any material, data or content that: (a) SuccessFlow deems to be harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically offensive or otherwise objectionable; (b) constitutes, encourages or provides instructions for a criminal offence, violates the rights of any party, or that would otherwise create liability or violate any local, state, national or international law; (c) depicts sexually explicit images; (d) promotes unlawful violence; (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; and/or (f) causes damage or injury to any person or property;
• distribute or transmit through the Application any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

and SuccessFlow reserves the right, without liability, to disable the Client's access to the Application, with or without notice, should such occur.

The Client will use all reasonable endeavours to prevent any unauthorised access to, or use of, the Application. The Client will immediately notify SuccessFlow in writing in the event of any such unauthorised access or use.

Except as permitted by law or under this Agreement, the Client will not (nor grant any other person or entity the right to):

• attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Application (as applicable) in any form or media or by any means;
• attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Application;
• access all or any part of the Application in order to build a product or service which competes with the Application or the Services;
• use the Application or Services to provide services to third parties without SuccessFlow's prior written consent;
• license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit or otherwise make the Application or Services available to any third party;
• attempt to obtain, or assist third parties in obtaining, access to the Application or Services, other than as provided under this Agreement;
• without the prior written consent of SuccessFlow, be involved or interested, either directly or indirectly, in the development, manufacture, production, importation, sale or advertisement of any other software, which is like or comparable to the Application or the Services in any manner which might compete, conflict or interfere in any way with the use of the Services or the Application;
• independently publish data generated from the Application or the Services without consultation with and approval from SuccessFlow; or
• assign, sub-licence, transfer, charge or deal with, in any manner, any of its rights under this Agreement without the prior written consent of SuccessFlow.

The Client agrees that it will not:

• use automated scripts to collect information from or otherwise interact with the Application or any other SuccessFlow application;
• take any action that imposes or may impose an unreasonable or disproportionately large load on the Application, any other SuccessFlow application or the infrastructure of SuccessFlow; or
• impersonate any person or entity, or falsely state or otherwise misrepresent itself, its age or its affiliation with any person or entity.

The Client agrees to observe and comply with all reasonable directions and instructions given by SuccessFlow in relation to the Application and the Services.

The Client agrees to abide by any policy relevant to the Application or the Services that may be implemented by SuccessFlow from time to time.

The Client must ensure that it provides SuccessFlow with updated contact information (including an email address) from time to time as may be necessary to ensure that SuccessFlow can contact the Client.

Notwithstanding any other term of this Agreement, SuccessFlow does not guarantee the continuous availability of the Application or the Services. SuccessFlow will use reasonable endeavours to provide a consistent availability of the Application and the Services. For the purpose of these Terms availability:

• means the ability of the Application to perform their required functions;
• will be determined by SuccessFlow in its sole discretion; and
• will not be measured with reference to any unavailability caused by any third-party.

SuccessFlow will inform the Client if the Application or any part of them is unavailable at any time due to maintenance, updates or any other foreseeable factor or cause.

SuccessFlow is not responsible for any delays, delivery failures, or any other loss or damage resulting from:

• the acts or omissions of third-party providers engaged by the Client or otherwise;
• the failure of a Client's system or third-party application not in control of SuccessFlow; or
• the transfer of data over communications networks and facilities, including the internet, and the Client acknowledges that the Application may be subject to limitations, delays and other problems inherent in the use of such communications facilities, systems and third-party providers.

This Agreement shall not prevent SuccessFlow from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.

SuccessFlow will obtain and maintain, with a reputable insurer, appropriate insurance relevant to the provision of the Services and the Application for the duration of this Agreement.

SuccessFlow warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.

Where the Client requires SuccessFlow to perform additional services (Additional Services), any Additional Services will be provided by SuccessFlow:

• as agreed between SuccessFlow and the Client in writing;
• at SuccessFlow's current charge rates for the provision of such Additional Services; and
• on the same terms and conditions as set out in this Agreement (as applicable) unless agreed otherwise.

SuccessFlow may implement policies around support and service levels as may be appropriate to the Services from time to time.

The Client acknowledges and agrees that the Application may:

• contain or comprise applications owned and operated by third parties; or
• be subject to the terms and conditions of use and operation of applications owned and operated by third parties.

SuccessFlow is not responsible for the content, operation and/or reliability of any such applications and makes no representation as to the accuracy of any material contained in such applications.

SuccessFlow, to the maximum extent possible, excludes liability for any loss suffered as a result of use of these third-party applications. The terms and conditions, terms of use and privacy policies of those third-party applications may apply to the Client's use of these applications within the Application.

The parties expressly recognise that it is impossible to maintain flawless security.

Each party shall use best endeavours to ensure that each party's data and Confidential Information is protected at all times during the Term of this Agreement from unauthorised access or use by third parties and from physical misuse, damage or destruction by any person.

The Client is responsible for protecting its passwords and files and shall be responsible for any damage caused by unauthorised access to the Application.

If either party becomes aware of unauthorised access or use by third parties, physical misuse, damage or destruction of the Application or any SuccessFlow application by any person then that party will immediately notify the other party and will take all reasonable measures to ensure such unauthorised access immediately ceases.

SuccessFlow warrants and represents that:

• it owns or has the right to use the Application and provide the Services; and
• in supplying the Services and access to the Application, SuccessFlow will not infringe the Intellectual Property Rights of any person.

Nothing in these Terms constitutes a transfer of any Intellectual Property Rights to a party.

The Client represents and warrants to SuccessFlow that:

• it has full authority and power to enter into and perform its obligations under this Agreement and can do so without the consent of any other person;
• it has taken all action which is necessary to authorise the performance of this Agreement in accordance with its terms;
• it is solvent; and
• it has not entered or taken steps to enter and does not propose to enter into any arrangement, compromise or assumption with or assignment for the benefit of its creditors or any class of them.

SuccessFlow makes no representations or assurances and gives no warranties:

• as to the outcomes, analysis, vulnerabilities or issues that may be identified and/or obtained from use of the Application or Services;
• as to any increase in revenue, profit or goodwill that may be obtained as a consequence of using the Application or Services;
• as to the accuracy, reliability or content of any information provided or obtained using the Application or Services;
• that the provision of the Services and use of the Application will result in any improvement to the Client or its business;
• that the Services and Application will be uninterrupted, error-free or not subject to delays (technical or otherwise);
• that the Application will be free from external intruders, virus or worm attack, denial of service attack, or other persons having unauthorised access to the services or systems of SuccessFlow;
• as to the accuracy, currency, suitability, completeness or relevance of any information contained or accessed through the Application (Information);
• the currency, accuracy, completeness or relevance of the Information or for programming bugs or computer viruses, faults or errors in the Application, any SuccessFlow application or the Information; and
• that any information downloaded or otherwise transmitted to the Client from use of the Application is free from viruses, faults or errors.

To the extent permitted by Law, the Client indemnifies and holds harmless SuccessFlow, its affiliates, successors and assigns, and its and their personnel, directors, officers, and other licensees (each an Indemnified Party), against any Claim, cause of action, debt, expense or Liability (including legal fees and costs on a solicitor-client basis) incurred by an Indemnified Party arising out of or in connection with:

• any breach of this Agreement by the Client or its personnel;
• any breach of law by the Client or its personnel;
• a representation made by the Client or its personnel being incorrect or misleading in any way;
• an act or omission by the Client or its personnel which is not required under this Agreement;
• personal injury, death or property damage caused or contributed to by the Client or its personnel;
• any infringement of, or claim in regard to, any third-party Intellectual Property Right arising as a result of the Client or its personnel carrying out its obligations under this Agreement; and
• the Client's or its personnel's use of the Application or any SuccessFlow application which is negligent or infringes the rights of any third party.

The Client's Liability to indemnify an Indemnified Party under clause 12.1, other than in respect of the indemnity under clause 12.1.6 and clause 12.1.7, will be reduced proportionally to the extent that a negligent act or omission of the Indemnified Party has contributed to the loss, damage, Claim, action, expense, cost or Liability.

It is not necessary for SuccessFlow to incur expense or make any payment before enforcing a right of indemnity conferred by this Agreement.

The Client understands and agrees that SuccessFlow will not have any Liability to the Client or others and is not liable or responsible for:

• subject to the Australian Consumer Law, the Client's use of the Software in any way;
• the payment or reimbursement to the Client for any Claims for any expenses incurred by the Client in the performance of its functions and duties under these Terms;
• any acts or defaults of the Client or the Client's personnel;
• any unauthorised transactions made using the Client's password or account;
• the use or non-use of the Client's services by third parties; or
• the unauthorised use of the Client's password or account that could cause the Client to incur Liability to both SuccessFlow and other Clients.

Any act or omission which, if it were an act or omission of the Client or its personnel, would be a breach of these Terms on its part, is taken to be such an act or omission for which the Client is responsible if the act is done or omitted:

• by any corporation or association which is controlled directly or indirectly in any manner by the Client;
• by any firm or unincorporated body of which the Client is a partner or member; or
• by any third party contracted by the Client.

To the full extent permitted by law SuccessFlow excludes:

• all liability in respect of loss of data, interruption of business or any Consequential Loss;
• all liability for service interruptions, delays, downtime, data loss, or damages arising out of or in connection with failures or outages of third-party infrastructure providers (including Lovable Cloud) on which the Application and Services depend; and
• all representations, warranties or terms (whether express or implied) other than those expressly set out in these Terms.

Where warranties are implied by law, the Client acknowledges and agrees that the total aggregate liability to SuccessFlow is limited at SuccessFlow's discretion to the provision of the Services again, or to a refund equal to the total amount paid by the Client for one (1) month's access to the Application.

These Terms are to be read subject to any legislation which prohibits or restricts the exclusion, restriction or modification of any implied warranties, conditions or obligations.

SuccessFlow's Services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the Service, the Client is entitled:

• to cancel this Agreement; and
• to a refund for the unused portion of the Fees.

The Client is also entitled to be compensated for any other reasonably foreseeable loss or damage. If the failure does not amount to a major failure, the Client is entitled to have problems with the Service rectified in a reasonable time and, if this is not done, to terminate the Agreement and obtain a refund for the unused portion of the Fees.

For the purpose of this clause the following definitions apply:

• GST means any form of goods and services tax payable under the GST Law;
• GST Law means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Words used in this clause that are defined in the GST Law have the meaning given in that legislation.

Unless otherwise specified, all amounts payable under this Agreement are exclusive of GST and must be calculated without regard to GST.

If a supply made under this Agreement is a taxable supply, the recipient of that taxable supply (Recipient) must, in addition to any other consideration, pay to the party making the taxable supply (Supplier) the amount of GST in respect of the supply.

The Recipient will only be required to pay an amount of GST to the Supplier if and when the Supplier provides a valid tax invoice to the Recipient in respect of the taxable supply.

If there is an adjustment to a taxable supply made under this Agreement then the Supplier must provide an adjustment note to the Recipient.

The amount of a party's entitlement under this Agreement to recovery or compensation for any of its costs, expenses or Liabilities is reduced by the input tax credits to which that party is entitled in respect of those costs, expenses or Liabilities.

SuccessFlow may suspend the Services and access to the Application in the following circumstances:

• at its sole discretion;
• pursuant to clause 3.3 (non-payment of the Fee);
• where SuccessFlow believes that the Client's account has been accessed by unauthorised persons or is being used in a manner which breaches these Terms or the law;
• where the Client has breached this Agreement and failed to rectify such breach within ten (10) Business Days after receiving written notice from SuccessFlow to do so; and/or
• upon written request of the Client.

SuccessFlow will not be liable to the Client for any Liability or Claim arising as a result of any suspension of the Services or access to the Application.

After the Services and access to the Application have been suspended SuccessFlow may reinstate the Services and access to the Application, but is under no obligation to do so, save for when the Services and access to the Application have been suspended as a result of a request from the Client.

Termination for Breach

Without prejudice to any other right or remedy that SuccessFlow may have under this Agreement or otherwise, SuccessFlow may by written notice to the Client terminate this Agreement with immediate effect if the Client: (a) breaches any other agreement it may have with SuccessFlow; (b) becomes insolvent, bankrupt or subject to any form of external administration; or (c) ceases to carry on business; or (d) brings the reputation of SuccessFlow into disrepute; or (e) breaches a material term of this Agreement (including a failure to pay), that in the reasonable opinion of SuccessFlow is not capable of remedy within a reasonable time; or (f) breaches a term of this Agreement and fails to remedy the breach within ten (10) Business Days after receiving written notice from SuccessFlow to do so. The Client will not be entitled to a refund of any Fee where the Agreement is terminated pursuant to this clause.

The Client may by written notice to SuccessFlow terminate this Agreement with immediate effect if SuccessFlow: (a) becomes insolvent, bankrupt or subject to any form of external administration; or (b) ceases to carry on business; or (c) breaches a material term of this Agreement and fails to remedy the breach within ten (10) Business Days after receiving written notice from the Client to do so.

Termination without cause

SuccessFlow may terminate this Agreement immediately at any time for its sole convenience.

Either party may terminate this Agreement without cause by giving the other party not less than seven (7) days' notice in writing.

Effect of termination

On termination of this Agreement:

• SuccessFlow will cease providing the Services and access to the Application;
• the Client must immediately cease using any Intellectual Property, information, materials or knowledge of SuccessFlow acquired pursuant to these Terms;
• the Client must immediately return to SuccessFlow all Intellectual Property, property, information and materials that relate to SuccessFlow, the Services and the Application or any other SuccessFlow application that it holds to the extent that it is possible to do so;
• subject to clause 16.4 each party must return to the other all Confidential Information to the extent that it is possible to do so;
• the Client will pay all outstanding Fees to SuccessFlow; and
• SuccessFlow will, on written request from the Client, received prior to the date of termination, provide to the Client a copy of any Client Data held by SuccessFlow. SuccessFlow may charge the Client an additional fee for the provision of such data.

Backup

The Client acknowledges and agrees that SuccessFlow may, but is not obliged to, undertake backups of Client information obtained through the Application and provision of the Services.

Consequences of Termination

Termination of this Agreement will not prejudice any right of action or remedy which SuccessFlow may have accrued prior to termination of this Agreement.

Notice of dispute

If a dispute between SuccessFlow and the Client arises in connection with this Agreement:

• either party may give to the other a notice specifying the nature and details of the dispute; and
• the dispute will be resolved in accordance with the procedure set out in this clause.

Executive negotiation

A dispute that is the subject of a notice given under clause 17.1.1 must be referred to a senior executive of each party who is authorised to meet with a view to resolving the dispute.

Mediation

If the senior executives do not resolve the dispute within ten (10) Business Days after notice is given under clause 17.1.1 (or such longer period as the parties may agree), either party may refer the dispute to the Australian Disputes Centre Limited (ADC) for mediation in accordance with clause 17.4.

Mediation Process

If a dispute is referred to ADC for mediation in accordance with clause 17.3:

• the mediation will be conducted in accordance with ADC's Commercial Mediation Guidelines; and
• each party will bear its own costs of the mediation and share equally in the costs of the mediator and ADC.

Injunctive Relief

Nothing in this clause 17 will prejudice the right of a party to institute proceedings to seek injunctive or urgent declaratory relief in respect of a dispute or any matter arising under this Agreement nor does it affect the obligations of the parties to continue.