Terms and Conditions — countfor.me

1.1

These Platform Terms and Conditions (Terms) are between Count For Me Trading Pty Ltd (ACN 695 883 633) (Supplier, we, us, our) and the business or organisation that creates the Organisation Account or otherwise uses the Platform (you, your, Client).

1.2

These Terms govern access to and use of the Platform and any related Services (including enabled Integrations, Support Services, Professional Services and any Beta Features).

1.3

By creating an Organisation Account, selecting a Plan at sign-up, authorising a Payment Method, connecting an Integration, or otherwise accessing or using the Platform or Services, you agree to be bound by these Terms on behalf of the business or organisation you represent. If you do not agree to these Terms, you must not access or use the Platform or Services.

1.4

The Platform is offered on tiered subscription plans (each a Plan). The current Plans, pricing, inclusions and usage parameters are displayed on the Supplier's website and/or within the Platform at sign-up (Pricing Information). Pricing Information may be updated by the Supplier in accordance with clause 27.4.

1.5

Certain features (including automated invoice review) are only available on paid Plans and are not available as standalone add-ons unless expressly stated in the Pricing Information.

1.6

The Supplier may offer a free trial period as described in the Pricing Information or at sign-up (Trial Period). Unless you cancel before the Trial Period ends, your subscription will automatically convert to a paid subscription and Service Fees will commence on expiry of the Trial Period. If you upgrade to a higher Plan during a Trial Period, the Trial Period ends immediately, and Service Fees for the upgraded Plan commence at the time of upgrade.

1.7

You must provide and authorise a valid Payment Method at sign-up. The Supplier (and its payment processor) may charge the Payment Method for Fees in accordance with these Terms.

1.8

Continued access to or use of the Platform after any update takes effect constitutes acceptance of the updated Terms.

2.1

In these Terms:

Accounting Data means data obtained from the Client's accounting system(s) via an Integration (including invoices, supplier details, and ledger-related data), as made available by the relevant Third-Party Service and authorised by the Client.

Aggregated Data means data derived from Client Data that has been aggregated and/or transformed so that it does not identify the Client, any End User, or any individual.

Anonymised Data means data derived from Client Data that has been de-identified so that no individual is reasonably identifiable, whether alone or in combination with other information held by the Supplier.

Beta Features means features or functionality of the Platform that are described by the Supplier as beta, preview, early access or experimental.

Cancellation Fee means any cancellation fee stated in the Pricing Information for your Plan (if any).

Client Data means all data, content and information (including any personal information) uploaded to, transmitted through, stored on, accessed via an Integration, generated from, or otherwise processed via the Platform by or on behalf of the Client or its End Users, including supplier invoices (including invoice line items), supplier/product cataloguing data, spend/operational data, Accounting Data, POS Data (where enabled), Supplier Data, and any other data sources connected or provided by the Client.

Commencement Date means the date you first accept these Terms by creating an Organisation Account, selecting a Plan, authorising a Payment Method or otherwise accessing or using the Platform (as applicable).

Confidential Information means all communications between the parties and all data, information and other material supplied to one party by the other party or received by one party from the other party that is either marked "confidential" or by its nature is intended to be confidential, and any information concerning the business transactions or the financial arrangements of either party disclosed to the other party that is conveyed in circumstances that indicate it is confidential, including, but not limited to business plans, technology and technical information, product designs and business processes. Confidential Information does not include information that is:

(a) in the public domain (other than by a breach of these Terms); or

(b) required to be disclosed by law; or

(c) information known to the recipient party prior to the commencement of these Terms.

Defect means a material failure of the Platform to operate substantially in accordance with the Documentation.

Documentation means the Supplier's standard guidelines, as updated and provided by Supplier to the Client from time to time, relating to the use and application of the Platform.

End User means any person authorised by the Client to access and use the Platform under the Client's Organisation Account (including the Client's employees, officers, contractors and agents).

Feedback means any feedback, comments, suggestions, or materials that the Client may provide to Supplier about or in connection with the Services, including any ideas, know-how, or techniques contained therein.

Fees means the Service Fees, the Support Fees and the Professional Services Fees payable by the Client in consideration of the Services, the Support Services and the Professional Services in accordance with these Terms and the Pricing Information (as applicable).

GST means any tax, levy, charge or impost implemented under the GST Act.

GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Integration means a connection between the Platform and a Third-Party Service or Client system (including accounting platforms such as Xero, invoice upload tools, any enabled POS systems, and Order Management Integrations), whether via API, OAuth, file upload, or other method.

Insights means Outputs that relate to supplier spend, price movements/cost creep, product-level tracking, historical cost visibility, variance analysis, and operational reporting generated by the Platform.

Insolvency Event means a liquidation or winding up, the appointment of a controller, administrator, receiver, manager or similar insolvency administrator to a party or any substantial part of its assets or the occurrence of any event that has a substantially similar effect to any of the above events.

Intellectual Property means data, patents, rights to inventions, copyright and related rights, trademarks and service marks, trade names, domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, and any other intellectual property rights, in each case whether registered or unregistered and including all applications (and rights to apply) for, and the right to be granted renewals or extensions of, and rights to claim priority from, these rights and all similar or equivalent rights or forms of protections which subsist or will subsist, now or in the future, in any part of the world.

Invoice means a tax invoice issued by Supplier for payment or partial payment of Fees.

Onboarding means the onboarding services set out in Annexure A.

Order Management Integrations means Integrations with supplier ordering systems or procurement platforms that enable the import or exchange of supplier, product, pricing, or order data.

Organisation Account means the Client's administrative account for the Platform through which the Client manages End Users, Integrations, Plans and billing, including any linked venues, locations or entities consolidated under that account.

Outputs means any alerts, insights, analyses, reports, recommendations, classifications (including fuzzy matching), benchmarks, dashboards or other material generated by the Platform for or on behalf of the Client, whether generated using automation, statistical methods or AI-enabled features.

Payment Method means the payment method authorised by the Client at sign-up (including credit/debit card) for payment of Fees.

Plan means the selected subscription tier for the Services as selected at sign-up via the Platform or as otherwise set out in the Pricing Information.

Period means the billing period applicable to your Plan as displayed in the Pricing Information (typically month-to-month unless otherwise stated).

Permitted Number of End Users means any user limits for your Plan as displayed in the Pricing Information (or as otherwise agreed in writing).

Platform means the platform currently called "countfor.me", being the Supplier's proprietary software-as-a-service solution for monitoring supplier spend and detecting price/cost creep by analysing invoice line items and other operational data, including dashboards, alerts, product-level tracking, historical cost visibility, Insights and reporting, together with the Documentation and any updates, upgrades, improvements, enhancements or modifications made available by the Supplier from time to time.

POS Data means data obtained from the Client's point-of-sale system(s) via an Integration, as made available by the relevant Third-Party Service and authorised by the Client.

Privacy Policy means the Supplier's privacy policy available at https://www.countfor.me/privacy-policy.html as updated from time to time.

Professional Services means any additional services not covered by the Services and Support Services, and may include, but are not limited to, additional support by Supplier to access, build or modify any existing settings or configurations inside the Platform for the Client's specific requests or purposes.

Professional Services Fees means the fees payable for Professional Services as set out in the Pricing Information or as otherwise agreed in writing between the parties.

Services means access to the Platform (as a software-as-a-service solution) in accordance with the Client's Plan and the Pricing Information, including dashboards, alerts, product-level tracking, historical cost visibility, Insights and reporting, and any enabled Integrations, and may include Beta Features.

Service Fees means the subscription fees payable for the applicable Plan as displayed in the Pricing Information at the time of sign-up or renewal (as applicable).

Supplier Data means data relating to the Client's suppliers and supplier pricing, including invoice line item pricing and product descriptors, as ingested from Client Data and/or Integrations.

Support Fees means any support fees stated in the Pricing Information or otherwise agreed in writing.

Support Services means the support services described in the Pricing Information or otherwise made available by the Supplier from time to time.

Terms means these Platform Terms and Conditions as updated from time to time in accordance with clause 27.4.

Territory means worldwide, unless otherwise stated in the Pricing Information or restricted by applicable law.

Third-Party Services means external services, platforms, products or integrations used in connection with the Platform or the Services (including accounting and POS platforms such as Xero and Square (where enabled), any cloud hosting providers, and any analytics/AI technology providers used by the Supplier from time to time).

Trial Period means any free trial period offered by the Supplier as described in the Pricing Information or at sign-up (and if not stated, the trial period is 3 months).

2.2

Interpretation:

In these Terms, unless the contrary intention appears:

(a) Reference to:

i.one gender includes the others;

ii.the singular includes the plural and the plural includes the singular;

iii.recital, clause, annexure or attachment is a reference to a clause of or recital, annexure or attachment to these Terms and references to these Terms include any recital, annexure or attachment;

iv.any contract (including these Terms) or other instrument includes any variation or replacement of it;

v.a statute, ordinance, code or other law includes subordinate legislation (including regulations) and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;

vi.a person includes an individual, a firm, a body corporate, an unincorporated association or an authority;

vii.a day or a month means a calendar day or calendar month; and money is to Australian Dollars;

viii.An obligation, representation or warranty in favour of more than 1 person is for the benefit of each of them separately and all of them jointly;

ix.The meaning of any general language is not restricted by any accompanying example, and the words "includes", "including", "such as", "for example" or similar words are not words of limitation;

x.The word "costs" includes charges, expenses and legal costs;

xi.Headings are for convenience only and do not form part of these Terms or affect its interpretation;

xii.Any annexures and attachments to these Terms are incorporated into and form part of the operative provisions of these Terms.

(b) A provision of these Terms must not be construed to the disadvantage of a party merely because that party was responsible for the preparation of these Terms or the inclusion of the provision in these Terms.

3.1

The Supplier will provide the Services to the Client in consideration of the Client's prompt payment of the Fees on the terms set out in these Terms. The availability of particular features (including automated invoice review) depends on the Client's Plan as shown in the Pricing Information.

3.2

The Supplier grants the Client a limited, subscription-based, non-exclusive, non-transferable, non-sub-licensable right to access and use the Platform and the Documentation for the Client's internal business purposes in the Territory, by End Users (Platform Licence). The Platform Licence endures until these Terms are terminated in accordance with clause 23.

3.3

The Platform Licence is granted as follows:

(a) Accounts of End Users will be protected by secure authentication (including, where enabled, multi-factor authentication).

(b) The Client is responsible for maintaining the confidentiality of account credentials and for all activities occurring under its accounts, and must promptly notify the Supplier of any suspected unauthorised access or security incident.

3.4

The Supplier is not liable if the Platform (including any Outputs) is unavailable at any time or for any period, or if the Platform generates Outputs that are inaccurate, incomplete, not current or unsuitable. The Supplier makes no warranties about the accuracy, reliability, completeness or appropriateness of Outputs.

3.5

From time to time, the Supplier may restrict access to some parts or all of the Platform, modify functionality (including any statistical, automation or AI-enabled features), or adjust how Outputs are generated. The Client acknowledges that Outputs may be probabilistic and may produce unexpected results. The Client is responsible for reviewing and validating Outputs before reliance and for ensuring its use of the Platform complies with applicable laws.

3.6

The Platform may include functionality that uses automation and/or AI-enabled features to assist with matching and comparing product and item information (for example, matching the Client's product descriptions against incoming quotes or invoice line items). To the extent this functionality uses Third-Party Services, the Supplier will use reasonable efforts to ensure that only product and item information is shared for processing and will not intentionally include personal information or other information that identifies the Client, an End User or any individual in the data sent for processing.

3.7

The Platform and Outputs are provided for informational and operational purposes only and do not constitute accounting, taxation, financial, audit or legal advice. The Client must obtain its own professional advice and independently verify information on which it intends to rely.

3.8

The Supplier will implement reasonable measures to prevent AI bias, discrimination, and harmful outputs, but cannot guarantee their complete absence. The Client agrees to promptly report any concerning AI behaviours or outputs to the Supplier.

3.9

The Supplier may suspend, modify or cease providing access to any Integration or Third-Party Services connection where required by the relevant third party (including due to API changes, OAuth requirements or terms updates) or where necessary to protect the Platform, the Client or other users. The Supplier does not control and is not responsible for the availability, performance, accuracy or reliability of Third-Party Services.

3.10

Unless expressly enabled by the Supplier and authorised by the Client, Integrations are read-only, and the Platform will not write back to, alter or submit data to the Client's accounting or POS systems. Any write-back functionality (if enabled) is used at the Client's risk and subject to the Client's configuration and authorisations.

3.11

The Client is responsible for the configuration, accuracy and completeness of any data, content or information provided to the Platform via integrations, Client systems or Third-Party Services. The Supplier is not responsible for errors, omissions or outcomes caused by inaccurate or incomplete inputs from the Client, End Users, Third-Party Services or integrated systems.

3.12

Beta Features are provided "as is", may be incomplete or change without notice, and may be subject to additional limitations or conditions notified by the Supplier. The Client acknowledges that Beta Features may not operate reliably and must not be relied upon as a substitute for independent judgment or verification.

3.13

The Client may disconnect an Integration at any time via the Platform settings or via the relevant Third-Party Service. On disconnection: (a) no new data will be retrieved from that Integration; (b) features dependent on that Integration may be limited or unavailable; and (c) previously retrieved data may be retained and handled in accordance with clause 10. Disconnection of an Integration does not, of itself, terminate these Terms or cancel the Services.

3.14

Downgrading to a lower Plan (including a free Plan) reduces access to features and usage limits in accordance with the Pricing Information, but does not of itself stop the Platform from continuing to ingest, process and generate Outputs from Client Data for the Organisation Account while it remains active. To stop further ingestion from an Integration, the Client must disconnect the Integration (or deactivate the Organisation Account where that functionality is made available).

4.1

The Supplier will provide the Support Services in consideration of the Support Fees on an ongoing basis, including assistance with Platform usage, troubleshooting and issue resolution, until these Terms are terminated, expire, or the Client ceases paying the Support Fees. This clause applies during any period that the Supplier is providing the Support Services.

4.2

The Supplier does not guarantee that the Support Services will be provided in any given time period. Any estimates provided by the Supplier as to the time for Support Services to be provided are estimates only and are not binding or enforceable.

4.3

The Client will fully cooperate with the Supplier's reasonable requests for information, resources, and time necessary to enable the Supplier to provide adequate Support Services, including by providing the Supplier with information to enable the Supplier to reproduce any issues reported by the Client. Supplier will not be liable for any loss or damage caused by the Client not adequately cooperating with the Supplier's requests.

4.4

The Supplier may provide additional Professional Services that are not covered by these Terms at the Professional Services Fees set out in the Pricing Information or otherwise agreed in writing.

5.1

The Supplier will provide the Onboarding in the manner set out in Annexure A.

5.2

The Client must cooperate with Supplier's reasonable instructions and requests in relation to the Onboarding to enable the Supplier to provide the Services in a manner that is suitable to the Client. The Supplier accepts no liability, and the Client releases the Supplier for all liability, for any loss or damages arising out of the Client's non-compliance with the Supplier's reasonable instructions during the Onboarding.

5.3

Where timelines have been provided for specific Onboarding tasks, such timelines are estimates only and may be subject to change. Where reasonably possible, the Supplier will notify the Client of any material changes to Onboarding timelines. However, the Supplier will not be liable for any loss or damage caused by any changes to Onboarding timelines.

6.1

The Supplier will notify the Client when the onboarding configuration and any agreed Integrations (Onboarding Deliverables) are ready for testing. The Client must test the Onboarding Deliverables during the Trial Period.

6.2

If the Client identifies Defects in the Onboarding Deliverables during the Trial Period:

(a) the Client may advise the Supplier in writing of the Defect and provide full details of the Defect; and

(b) the Supplier must then undertake any necessary corrections for re-examination in accordance with the provisions of this clause 6.

6.3

The Onboarding Deliverables will be taken to be accepted unless the Client notifies the Supplier in writing of a Defect during the Testing Period (including reasonable details).

6.4

Upon acceptance of the Onboarding Deliverables (or expiry of the Testing Period without a Defect notice), the Supplier will enable ongoing access to the Platform for the Client during the Term, subject to payment of Fees and compliance with these Terms.

7.1

The Supplier may make updates to the Platform from time to time, including improvements, patches, modifications, bug fixes, and other generally released updates.

7.2

Such updates may require the Client to install an updated version of the Platform or supporting software. Where applicable, the Client warrants that it will comply with all reasonable instructions from the Supplier to access or utilise the updates.

7.3

The Supplier is not liable, and the Client releases the Supplier from all liability arising from, any loss or damage caused by the Client not accessing or utilising recommended updates.

7.4

The Supplier will use reasonable efforts to make the Platform available 99.5% of the time in each calendar month, excluding planned maintenance, emergency maintenance, and downtime or degradation caused by Third-Party Services, the Client's systems, internet connectivity or other events outside the Supplier's reasonable control. The Supplier may perform planned maintenance and will use reasonable efforts to provide advance notice of planned maintenance that may materially affect availability.

8.1

The Client must use the Platform in accordance with the Documentation and all operating instructions provided by Supplier.

8.2

The Client must not use the Platform for any unconscionable behaviour or activity, including but not limited to:

(a) Engaging in abusive, derogatory, discriminatory, or vexatious behaviour;

(b) Engaging in any activity that disrupts or corrupts the Platform or the networks that host the Platform;

(c) Attempting to hack, reverse-engineer, disable, circumvent, or otherwise gain access to any security, database, or other secure aspect of the Platform; or

(d) Using the Platform for any illegal or unauthorised purpose, including but not limited to the transmission of malware, attempts to circumvent security controls, or efforts to extract non-public Platform data, methodologies or underlying models (to the extent any are used).

8.3

The Client must:

(a) not modify, adapt or hack the Platform or modify another website or software so as to falsely imply that it is associated with the Platform or the Supplier;

(b) use the Platform for its intended purpose;

(c) not use the Platform for any illegal or unauthorised purpose, including the transmission of malware, or to violate any laws in any jurisdiction, including without limitation applicable intellectual property and privacy laws;

(d) not use the Platform, Documentation, and Platform Licence for the purposes of developing, designing, or distributing a product, service or technology that competes with the Supplier or the Platform;

(e) not attempt to integrate the Platform with sources other than those notified in the Documentation.

(f) not make available any analysis, data, or other information relating to the operation of the Platform to any third party without the written prior permission of the Supplier.

8.4

The Client warrants that it will comply fully with all the Platform operating instructions. Any failure to comply fully with operating instructions may result in the sub-par or faulty performance of the Platform. The Supplier accepts no liability, and the Client releases the Supplier from any such liability, associated with faults or errors caused by non-compliance with Platform operating instructions, including any failure to integrate with any other software.

8.5

The Supplier may, at any time during normal business hours and on the provision of at least 7 days notice, monitor the Client's use of the Services for the purpose of verifying compliance with these Terms and the Supplier's operating instructions.

8.6

The Supplier may, on 7 days' prior written notice and during normal business hours, audit the Client's use of the Platform to verify compliance. Audits will be limited to records and systems reasonably necessary for verification, conducted to minimise disruption, and subject to confidentiality. Post-termination audits are limited to investigating suspected material breaches that occurred during the Term.

8.7

The Supplier may suspend or restrict access to the Platform (in whole or part) if the Supplier reasonably believes there has been: (a) unauthorised access or a security incident; (b) misuse of any Integration or Third-Party Service connection; (c) a breach of these Terms; or (d) non-payment of Fees. Suspension does not relieve the Client of payment obligations accrued before suspension.

8.8

The Supplier may suspend the Platform for any one or more periods of time if it is unable to provide the Platform due to a fault or dysfunction with the Supplier's servers. The Supplier will endeavour to provide the Client with reasonable notice of any downtime where it is reasonably possible to do so.

8.9

The Client must use the Platform strictly in accordance with all applicable Australian laws and regulations, including but not limited to the Copyright Act 1968 (Cth), Patents Act 1990 (Cth), and Trademarks Act 1995 (Cth).

8.10

All information provided during onboarding, training, and subsequent use of the Platform is considered Confidential Information and proprietary trade secrets. The Client agrees not to disclose, use, or exploit any such information for any purpose other than the authorised use of the Platform.

8.11

Any attempt by the Client to engage in reverse engineering, decompiling, replication, or the creation of derivative works of the Platform or its components (as already prohibited under these Terms) constitutes a material breach of these Terms. Such a breach may result in immediate termination of these Terms. The parties agree that such a breach would likely cause significant loss and damage to the Supplier, including loss of market share, reputational damage, and reduced profitability, which may be difficult to quantify. Accordingly, the Supplier shall be entitled to immediately terminate these Terms and seek all available legal and equitable remedies in respect of such breach, including but not limited to injunctive relief, recovery of damages, and reimbursement of reasonable legal costs.

8.12

The obligations and restrictions outlined in this clause shall survive the termination or expiration of these Terms to the extent necessary to protect Intellectual Property and Confidential Information.

8.13

By entering into these Terms, the Client acknowledges the serious nature of these intellectual property protections and the severe consequences of any breach. The Client agrees that these terms are reasonable and necessary to protect the Supplier's legitimate business interests and intellectual property rights.

9.1

Where the Client makes the Platform available to its End Users, it must ensure that such End Users comply with these Terms and any end user terms made available via the Platform. The Client is responsible for administration of its Organisation Account and for all activities occurring under its Organisation Account (including by End Users).

9.2

If the Client operates multiple venues, locations or business entities, the Client may consolidate them under a single Organisation Account. The Client is responsible for assigning and managing access permissions for each location and for all activity and Client Data associated with the Organisation Account (including any location-level data views or consolidation settings).

9.3

The Client must ensure that all information submitted in connection with its Organisation Account (including legal entity information and contact details) is accurate, complete and kept up to date.

9.4

The Client will maintain an up-to-date list of End Users which must be made available to Supplier for review on request.

9.5

The Client may only enable up to the Permitted Number of End Users to access the Platform. The Permitted Number of End Users is determined by the Client's Plan as displayed in the Pricing Information (and may change if the Client changes Plans). Any increase in the Permitted Number of End Users may attract additional Fees in accordance with the Pricing Information.

9.6

If the Client downgrades to a Plan with lower user or location limits than the Client is then using, the Supplier may (acting reasonably) restrict access and/or functionality to the extent necessary to bring the Client's usage within the limits of the downgraded Plan (including by disabling access for some End Users and/or requiring the Client to nominate which locations remain active within the Platform).

9.7

The Client is liable for and indemnifies Supplier against any damage or loss caused by an End User's act or omission, including without limitation:

(a) Breach of these Terms or any end user terms on the Platform; or

(b) Use of the Platform or Services is inconsistent with these Terms, Supplier's reasonable operating instructions, or any applicable law,

as determined by Supplier at its discretion.

10.1

As between the parties, the Client owns all right, title and interest in the Client Data.

10.2

The Client grants the Supplier a non-exclusive, worldwide, royalty-free licence to host, store, use, copy, transmit and otherwise process Client Data solely to the extent necessary to provide, support, maintain and secure the Services and to perform the Supplier's obligations under these Terms.

10.3

The Client warrants that it (and its End Users) have all rights, authorities and consents necessary to: (a) provide Client Data to the Supplier; (b) connect and maintain any Integrations (including authorising access via OAuth/API); and (c) permit the Supplier to access, ingest, host, process and display Client Data for the purposes of providing the Services. The Client must ensure it complies with all applicable Third-Party Services terms in connection with any Integration.

10.4

The Client acknowledges that Client Data may be processed by Third-Party Services (including any cloud hosting or AI technology providers) and may be processed or stored outside Australia depending on the location and operations of those Third-Party Services.

10.5

The Supplier will not use Client Data to train general or foundation AI models except to the extent expressly agreed in writing with the Client. The Supplier may create, use, store and retain Aggregated Data and Anonymised Data derived from Client Data for benchmarking, product improvement, analytics, security, fraud prevention and commercial reporting, provided such data does not identify the Client, any End User, or any individual.

10.6

Following termination or expiry, the Supplier will make Client Data available for export for 30 days (or such other period notified by the Supplier via the Platform or agreed in writing), after which the Supplier may delete or de-identify Client Data, except to the extent retention is required by law or reasonably required for legitimate business purposes (including dispute resolution, security and audit).

10.7

The Supplier's handling of personal information is described in its Privacy Policy, as updated from time to time.

11.1

The Client must pay the Supplier the Fees in consideration of the Services, Support Services and Professional Services in accordance with this clause 11.

11.2

All Fees are payable in accordance with these Terms and the Pricing Information.

11.3

The Services are provided on a Trial Period basis commencing on the Commencement Date. No Service Fees are payable during the Trial Period. Unless the Client cancels the Services before expiry of the Trial Period, the Client's subscription will automatically convert to a paid subscription on the Plan selected at sign-up, and the Supplier will commence charging the Service Fees in accordance with these Terms and the Pricing Information. The Client authorises the Supplier (and its payment processor) to charge the Payment Method for all Fees and other amounts payable under these Terms when due. If the Client upgrades to a higher Plan during a Trial Period, the Trial Period ends immediately, and the Supplier will commence charging Service Fees for the upgraded Plan at the time of upgrade.

11.4

All Fees are expressed to be exclusive of Goods and Services Tax (GST), which shall be paid by the Client.

11.5

The Client is responsible for paying any bank fees, transfer fees, or other transaction costs associated with making payments to the Supplier.

11.6

The Supplier may issue invoices or receipts electronically. Fees are payable in accordance with the billing cycle applicable to the Client's Plan as displayed in the Pricing Information and will be charged to the Client's Payment Method on the applicable billing date.

11.7

Where a charge to the Client's Payment Method is declined or reversed, the Supplier may at its discretion: (a) reattempt the charge; (b) suspend or partially suspend the Services (including access to the Platform) until payment is made; and/or (c) terminate these Terms in accordance with clause 23. The Client remains responsible for all Fees and amounts due and payable.

11.8

Any outstanding amount due under an Invoice shall accrue interest at a rate of 1.5% per month, or the maximum rate permitted by law, whichever is lower.

11.9

The Client is responsible for, and indemnifies the Supplier against, any loss or damages incurred by the Supplier in recovering payment of overdue Invoices, including without limitation costs and legal fees incurred by the Supplier in recovering payment of overdue Invoices.

11.10

The Supplier reserves the right to change the pricing for the Plans or Services by giving the Client at least thirty (30) days' notice (including via the Platform or by email). If the Client does not agree to the price change, the Client may cancel the Services effective before the price change takes effect, in accordance with clause 23.2.

11.11

All fees paid are non-refundable, except in cases where the Supplier fails to provide the Services as outlined in these Terms, or when the Supplier terminates these Terms in accordance with clause 23.5.

12.1

Unless otherwise stated in these Terms, all Fees payable by the Client under these Terms are exclusive of GST but inclusive of any other applicable taxes, duties, imposts and other similar charges payable in respect of the Services, Support Services and Professional Services.

12.2

If GST is payable on any supply made by the Supplier under these Terms, the Client must pay the Supplier an additional amount equivalent to the GST at the time that payment to the Supplier is due. The Supplier will provide a tax invoice to the Client compliant with the GST Act.

13.1

The Client may from time to time provide Feedback to the Supplier pertaining to the Services. Client grants the Supplier a worldwide, royalty-free, perpetual and irrevocable licence to use, copy, modify and other exploit the Feedback for any purpose, including incorporating or implementing the Feedback into the Platform and any updates to the Platform.

13.2

No Feedback will be deemed the Client's Confidential Information and nothing in these Terms limits the Supplier's right to independently use, develop, evaluate, or market the Platform or other products which incorporate Feedback.

13.3

All Intellectual Property rights and other proprietary rights in improvements or updates to the Platform, or new technologies, developed by the Supplier using Feedback will vest solely in the Supplier.

14.1

All Intellectual Property Rights (including copyright and patents) in the Platform (including the user interface, the software comprising the Platform, machine learning models, algorithms, training data, and all improvements thereof), and all aspects of the Services, are owned and licensed by the Supplier, unless otherwise indicated. The Client must not copy, modify or transmit any part of the Platform.

14.2

For clarity, nothing in these Terms transfers ownership of the Client Data, and the Client Data remains the exclusive property of the Client.

14.3

Nothing in these Terms or otherwise creates an assignment of any rights in the Platform beyond the ability to use it for its intended use.

14.4

The Supplier grants the Client a limited, non-exclusive, non-transferable licence to use the Platform for the duration of these Terms, subject to the terms and conditions herein.

14.5

The Supplier may use, store and process Client Data in accordance with clause 10, solely to provide, support, maintain and secure the Services and to perform the Supplier's obligations under these Terms. For clarity, the Supplier will not use Client Data to train general or foundation AI models except as expressly agreed in writing with the Client.

14.6

The Client undertakes not to reverse engineer, replicate, or otherwise copy the Platform. The Supplier reserves all rights to seek compensation, damages, injunctions, or any other remedy available to it at law if any attempt to do so, whether successful or unsuccessful, is made by the Client or any of its affiliates, or an End User.

14.7

The Client must not reproduce, duplicate, copy, sell, resell or exploit any portion of the Platform, use of the Platform, or access to the Platform.

14.8

The Client must not, either directly or indirectly, permit any third-party including without limitation, End Users, customers, agents, employees, officers, directors, contractors or any other third party to:

(a) hack, reverse engineer, decompile, disassemble or otherwise attempt to discover the object code, source code, or underlying ideas or algorithms of the Platform;

(b) modify, translate, or create derivative works based on any element of the Platform;

(c) make any attempt to pass off the Supplier's Intellectual Property as its own;

(d) exploit the Supplier's Intellectual Property for its own benefit or for the benefit of a third party.

14.9

Both parties agree to respect and protect each other's Intellectual Property Rights. The Client must promptly notify the Supplier:

(a) if it becomes aware, or reasonably suspects, that the Supplier's Intellectual Property Rights are being infringed, or are likely to be infringed; and / or

(b) of any proceeding or known intention to bring proceedings against the Supplier or the Client including for infringement of Intellectual Property Rights.

14.10

Any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by the Client relating to the Platform shall not be considered confidential and may be used by the Supplier without any obligation to compensate the Client.

14.11

Where the Client prints and distributes the Documentation, it must ensure that such Documentation clearly displays the Supplier's trademarks.

14.12

Other than as required by clause 14.11, the Client is not authorised to use the Supplier's trademarks, logos, or other marks for any purpose.

14.13

This clause survives termination of these Terms.

15.1

Each party must keep confidential and protect the Confidential Information of the other, and may only use such Confidential Information for the purpose of performing its obligations under these Terms. Confidential Information may be disclosed:

(a) With the express permission of the other party;

(b) to a professional advisor, employee, agent, or contractor on a strict need to know basis, and who is bound by confidentiality obligations no less restrictive than those in these Terms; or

(c) As required by law.

15.2

Except where disclosure is required by law or must be made to a legal advisor, the parties will keep the terms of these Terms strictly confidential.

15.3

All data collected by Supplier relating to the Client's use of the Platform will also be handled in compliance with all applicable data protection and privacy laws, including the Australian Privacy Act 1988 (Cth) and, where applicable, the European General Data Protection Regulation (GDPR). The Supplier shall implement appropriate technical and organisational measures — including reasonable security safeguards such as encryption, secure access controls, and regular updates — to protect the Client's data against unauthorised or unlawful processing, accidental loss, destruction, or damage.

15.4

The obligations imposed on each party by this clause 15 survives the termination of these Terms for a period of ten (10) years. Any trade secret shall remain confidential for as long as it continues to qualify as a trade secret under applicable law.

16.1

The Supplier warrants that:

(a) it is the owner or licensee of all Intellectual Property in the Platform, and that its performance of the Services does not breach the Intellectual Property or other proprietary rights of any third party.

(b) it will perform the Services with due skill and care;

(c) the Services will be completed in a timely manner;

(d) the Services will be substantially in accordance and in line with these Terms.

16.2

Subject to any rights the Client may have under Australian Consumer Law, the Supplier excludes to the fullest extent possible all implied terms and warranties, whether statutory or otherwise, relating to the Platform or any other matter these Terms.

16.3

The Platform is made available on an "as is" basis. The Supplier makes no warranties, representations or conditions of any kind, express, statutory or implied as to:

(a) the operation and functionality of the platform;

(b) the accuracy, integrity, completeness, quality, legality, usefulness, safety and Intellectual Property rights of any of the software content; and/or

(c) the products and services associated with the Platform or its content.

16.4

The Client acknowledges that Outputs and Insights may be incomplete, inaccurate, not current, or misleading, including due to data quality, configuration, supplier invoice formatting, Integration limitations or Third-Party Services changes. The Supplier does not warrant that Outputs or Insights are accurate, complete or fit for any particular purpose, and the Client must independently verify Outputs and Insights before reliance. The Platform and Outputs do not constitute accounting, taxation, financial, audit or legal advice.

16.5

The Supplier makes no warranties in relation to Beta Features and may modify, suspend or withdraw Beta Features at any time.

16.6

The Supplier further disclaims all warranties, express, statutory or implied, including, but not limited to, implied warranties of merchantability, merchantable quality, durability, fitness for a particular purpose not in line with these Terms and/or non-infringement.

16.7

The Supplier may rely upon third party software for certain functions of the Platform and, except as expressly stated in these Terms, the Supplier makes no warranty or representation that such third party software will be error free.

16.8

Each party warrants that:

(a) It has full power and authority to enter into and perform its obligations under these Terms;

(b) Entering into or performing its obligations under these Terms will not give rise to any claim against either party by any third party or result in the breach of or conflict of interest under any agreement, undertaking, or court order or judgment to which it is a party; and

(c) It is not aware of any actual or potential conflict in the execution and performance of these Terms.

17.1

The Supplier disclaims all liability for any:

(a) indirect, special, incidental, punitive, exemplary, reliance or consequential damages;

(b) loss of profits;

(c) business interruption;

(d) network interruptions;

(e) loss or damage to reputation of Client or any third party;

(f) loss of information or data;

(g) all liability for any loss or damage,

relating to or arising out of Client's:

(h) use of, or inability to use, the Platform and Services;

(i) the cost of procurement of substitute goods or services resulting from any goods, data, information or services purchased or obtained or messages received, or transactions entered into through or from the Services;

(j) unauthorised access to or alteration of the Client's transmissions or data;

(k) statements or conduct of any third party on the Services; and

(l) any other matter relating to the Services, even if the party has been advised of the possibility of such damages.

17.2

The Client uses the Platform at its own discretion and risk, and will be solely responsible for any resulting loss or damage, including but not limited to, any loss of data or damage to the Client's computer(s) or networks from viruses that may be downloaded to in the course of using the Platform.

17.3

Some jurisdictions do not allow the exclusion of certain warranties, the limitation or exclusion of implied warranties, or limitations on how long an implied warranty may last. If the Client resides in such a jurisdiction, the above limitations shall apply to the Client to the fullest extent permitted under applicable law.

17.4

To the maximum extent permitted by applicable law, the Supplier's maximum aggregate liability to the Client for any claims, damages, injuries or causes whatsoever, and regardless of the form of action (whether such liability arises due to negligence, breach of contract, misrepresentation or for any other reason), will at all times be limited to the Fees paid by the Client to the Supplier in the 6 months period preceding the event giving rise to the liability.

17.5

In the event of failure or the Supplier's non-provision of the Services, the Client's sole remedy is for the Supplier to use reasonable commercial efforts to re-supply the Services.

17.6

The Supplier is not liable for, and the Client releases the Supplier for all liability for, loss or damage arising from service level failures, internet failures, data transfer failures, or other issues or delays that are not within Supplier's reasonable control.

17.7

Both parties have a duty to mitigate the damages that would otherwise be recoverable from the other party pursuant to these Terms by taking appropriate and reasonable actions to reduce or limit the amount of such damages.

17.8

Without limiting the exclusions in this clause, the Supplier is not liable for any failure, delay or degradation of the Services caused by Third-Party Services, telecommunications networks or internet connectivity.

17.9

This clause survives termination of these Terms.

18.1

The Client defends, indemnifies and holds harmless the Supplier, its members, managers, subsidiaries, affiliates, any related companies, contractors, licensors and partners, and the officers, directors, employees, agents and representatives of each of them, including for costs, liabilities and legal fees, from any claim or demand made by any third party due to or arising out of:

(a) The Client or any of its End Users' access to or use of the Platform;

(b) The Client and its End Users' violation of these Terms or any end user terms on the Platform;

(c) Any infringement by the Client or its End Users of any Intellectual Property or other right of any person or entity;

(d) any claim arising from the Client's or its End Users' failure to obtain all rights, authorities and consents required to provide Client Data to the Supplier, or to connect, maintain or use any Integration (including where any third party alleges the Client lacked authority to grant access to data or systems).

18.2

The Supplier reserves the right, at the Client's expense, to assume the exclusive defence and control of any matter for which the Client is required to indemnify the Supplier and the Client will cooperate with the Supplier's defence of these claims. The Client will not settle any matter without the Supplier's prior written consent. The Supplier will use reasonable efforts to notify the Client of any such claim, action or proceeding upon becoming aware of it.

18.3

This clause survives termination of these Terms.

19.1

The Client may not transfer, assign, charge or otherwise dispose of its rights or liabilities under these Terms without the Supplier's prior written consent.

19.2

The Supplier may transfer, assign, charge, sub-contract or otherwise dispose of any of its rights or obligations arising under these Terms at any time without the Client's prior consent.

20.1

The Supplier will not be liable or responsible for any failure to perform or delay in performance of any of its obligations under these Terms that is caused by events outside its control (Force Majeure Event).

20.2

A Force Majeure Event includes any act, event, non-happening, omission or accident beyond Supplier's reasonable control and includes without limitation the following:

(a) Strikes, lock-outs or other industrial action;

(b) Civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;

(c) Fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;

(d) Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;

(e) Impossibility of the use of public or private telecommunications networks;

(f) Epidemic, pandemic or other health emergency (whether declared or not), including without limitation lockdowns or any other restrictions imposed as a result of the COVID-19 pandemic or any other pandemic or epidemic at any time; and

(g) The acts, decrees, legislation, regulations or restrictions of any government.

20.3

The Supplier's performance under these Terms is deemed to be suspended for the period that the Force Majeure Event continues, and the Supplier will have an extension of time for performance for the Period. The Supplier will use its reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which the Supplier's obligations under these Terms may be performed despite the Force Majeure Event.

21.1

The Supplier is entitled to sub-contract its performance of the Services to reasonably qualified third parties.

21.2

Any sub-contracting permitted under this clause 21 shall not relieve the Supplier from its obligations to the Client under these Terms. The Supplier must ensure that any third party engaged to undertake the Services abides by the terms of these Terms.

22.1

Notwithstanding any other provision of these Terms, the Supplier is free to contract with any other party to provide services of any nature, including without limitation with parties that compete with, directly or indirectly, the Client.

23.1

These Terms commence on the Commencement Date and continue until terminated in accordance with clause 23.

23.2

Cancellation takes effect at the end of the then-current billing period unless otherwise stated in the Pricing Information.

23.3

Your subscription continues on a recurring basis in accordance with your Plan (typically month-to-month unless otherwise stated in the Pricing Information), unless:

(a) you cancel the Services in accordance with these Terms; or

(b) these Terms are terminated under clause 23.4 or 23.5.

23.4

Either party may terminate these Terms without notice if:

(a) The other party experiences an Insolvency Event;

(b) The other party is in breach of these Terms that is incapable of remedy;

(c) The other party is in breach of these Terms and such breach is capable of remedy but remains unremedied for 30 days after the breaching party is put on written notice of the breach; or

(d) The other party is subject to a change of control, as that term is defined in section 50AA of the Corporations Act 2001 (Cth).

23.5

The Supplier may terminate these Terms at any time with the provision of 30 days written notice, in which case it will refund any prepaid, unused Fees.

23.6

On termination of these Terms for any reason:

(a) The Supplier will cease to provide the Services, Support Services and Professional Services to the Client, except as otherwise indicated;

(b) The Supplier will provide the Client a period of thirty (30) days following expiry or termination to export Client Data, after which time such Client Data may be permanently deleted by Supplier in accordance with clause 10;

(c) Each party shall return or destroy all Confidential Information of the other party in its possession or control;

(d) Any outstanding Fees will become immediately due and payable; and

(e) Except where termination has occurred due to a breach of the Supplier, or under clause 23.5, the Cancellation Fee (if any) stated in the Pricing Information is due and payable.

23.7

If a Cancellation Fee is stated in the Pricing Information, the parties agree it is a genuine pre-estimate of the Supplier's loss and costs associated with early cancellation of a fixed term commitment.

24.1

If for any reason, a dispute arises, each party may not commence legal proceedings in relation to the dispute, unless it has notified the other party of the nature of dispute in writing and endeavoured, in good faith, to resolve the dispute.

24.2

If, after 21 days from the date of the written correspondence detailing the dispute, the dispute has not been resolved the parties must either agree upon selection of a mediator or request that an appropriate mediator be appointed by an independent third party or their nominee and attend a mediation. It is agreed that mediation must be held in Melbourne, Australia.

24.3

If, after following the process set out in clauses 24.1 and 24.2, the dispute remains unresolved, the parties may take such action as is available to them under law.

25.1

Any notice or other communication to or by a party to these Terms:

(a) may be given by personal service, email or post;

(b) must be in writing, legible and in English addressed to the Supplier at support@countfor.me (or such other address notified by the Supplier from time to time), and to the Client at the email address registered with the Client's Organisation Account (or such other address last notified by the Client in writing);

(c) is deemed to be given by the sender and received by the addressee:

(d) if delivered in person, when delivered to the addressee;

(e) if by email, at the time the email is sent, unless a notice is received alerting the sender that the email was not sent; or

(f) if posted, 2 business days after the date of posting to the addressee, whether delivered or not.

25.2

But if the delivery or receipt is on a day which is not a business day or is after 4.00 pm (addressee's time) it is deemed to have been received at 9.00 am on the next business day.

26.1

The Supplier and the Client contract with each other as contractor and principal, and the Supplier shall act as a contractor in performing its obligations under these Terms.

26.2

Subject to the reasonable directions of the Client, the Supplier shall have exclusive control over the performance of the Services.

26.3

Nothing in these Terms is to be construed as creating an employment relationship between the Client and the Supplier or any employee of the Supplier.

27.1

These Terms contain the entire understanding between the parties concerning the subject matter of these Terms and supersede all prior written or verbal communications.

27.2

Annexure A is incorporated into and forms part of the operative provisions of these Terms.

27.3

Except as set out in clause 27.4, any amendment or variation to these Terms must be agreed in writing by the parties.

27.4

The Supplier may update these Terms from time to time by giving you notice (including by email or via the Platform) or by posting the updated Terms on the Supplier's website. Unless the Supplier specifies otherwise, an update takes effect fourteen (14) days after notice. If an update materially reduces the Client's rights or materially increases the Client's obligations, the Client may cancel the Services, effective before the update takes effect. Continued use of the Services after the effective date constitutes acceptance of the update. If the Client does not agree to an update, the Client must discontinue use of the Platform and disconnect all Integrations and may cancel the Services, effective before the update takes effect.

27.5

Any part of these Terms that is invalid, prohibited or not enforceable will not void the balance of these Terms. All other parts will be enforced without regard to the invalid provision and continue to be valid in accordance with their terms.

27.6

The parties acknowledge that:

(a) A single or partial exercise or waiver of a right relating to these Terms will not prevent any other exercise of that right or the exercise of any other right.

(b) A party will not be liable for any loss, cost or expense of any other party caused or contributed to by any waiver, exercise, attempted exercise or failure to exercise, or any delay in the exercise of, a right.

(c) A right expressed under these Terms may only be waived by a party in writing and communicated to the other party to the extent that is expressly set out in that waiver.

27.7

These Terms are governed by and must be construed in accordance with the laws in force in the State of Victoria and the parties submit to the non-exclusive jurisdiction of the Courts of Victoria and the Commonwealth of Australia.

Count For Me Trading Pty Ltd

1 Introduction and Key Commercial Terms

2 Definitions and Interpretation

3 Services and Platform

4 Support

5 Onboarding

6 Testing and Deployment

7 Updates

8 Use of Platform

9 End Users

10 Client Data

11 Fees and Payment

12 GST

13 Feedback

14 Intellectual Property

15 Confidentiality

16 Warranties

17 Limitation of liability

18 Indemnity

19 Transfer of rights and obligations

20 Force Majeure Events

21 Subcontracting

22 Freedom to Contract

23 Term and Termination

24 Dispute Resolution

25 Notices

26 Relationship

27 General

Annexure A – Onboarding

1. Scope of Onboarding

2. Client Dependencies

3. Acceptance