Terms of Service

4. Client Obligations

4.1 General Obligations

The Client agrees to:

1. Provide accurate, complete, and timely information as reasonably required for Forged Flow to perform the Services.
2. Respond to reasonable requests for information or clarification within five (5) Business Days.
3. Notify Forged Flow promptly of any changes to the Client's business that may affect the Services, including changes to business structure, employees, software systems, or banking arrangements.
4. Maintain valid subscriptions and accounts with Third-Party Services required for the provision of Services (such as Xero, MYOB, or ServiceM8).
5. Ensure that all information provided to Forged Flow complies with applicable laws, including privacy laws and employment laws.
6. Review and verify outputs provided by Forged Flow, including financial reports, payroll calculations, and BAS reports, before relying on or lodging them.
7. Comply with all applicable laws and regulations in relation to the Client's business, including tax laws, employment laws, and privacy laws.

4.2 Access and Credentials

The Client agrees to:

1. Grant Forged Flow appropriate access to Client Systems as required to perform the Services, including administrator or advisor-level access where necessary.
2. Ensure that any credentials provided to Forged Flow are valid and have appropriate permissions.
3. Notify Forged Flow immediately if any credentials are compromised or if access needs to be revoked.
4. Not share credentials provided by Forged Flow (such as phone system access) with unauthorised parties.
5. Ensure that the Client has the legal right and authority to grant Forged Flow access to all systems and data.

5. Access and Security

5.1 Forged Flow's Obligations

Forged Flow agrees to:

1. Use Client credentials and system access solely for the purpose of providing the Services.
2. Implement reasonable security measures to protect Client credentials and Client Data, including secure password management and restricted access controls.
3. Not disclose Client credentials to any third party without the Client's prior written consent, except where required by law.
4. Notify the Client promptly if Forged Flow becomes aware of any security breach affecting Client Data or Client Systems.
5. Return or destroy Client credentials upon termination of this Agreement, as directed by the Client.

5.2 Security Acknowledgements

The Client acknowledges that:

1. No security measures can guarantee absolute protection against unauthorised access or data breaches.
2. The security of Third-Party Services is governed by the respective providers' terms and security practices, which are outside Forged Flow's control.
3. The Client is responsible for maintaining the security of their own systems, networks, and devices.

6. Fees and Payment

6.1 Fee Structure

The Client agrees to pay the following Fees:

1. Setup Fee: A one-time fee payable upon commencement of Services, covering initial onboarding, system configuration, and training.
2. Monthly Fee: A recurring fee payable monthly in advance, based on the applicable Service Plan.
3. Additional Fees: Any additional fees for services outside the scope of the Service Plan, as agreed in writing between the parties.

All Fees are expressed in Australian Dollars (AUD) and are inclusive of GST unless otherwise stated.

6.2 Payment Terms

1. The Setup Fee is due and payable before the commencement of Services.
2. Monthly Fees are due and payable in advance on the same day each month as the Commencement Date (or the nearest Business Day if that day does not exist in a given month).
3. Payment must be made via the payment methods specified by Forged Flow, which may include credit card, direct debit, or bank transfer.
4. Forged Flow may charge a late payment fee of 2% per month (or the maximum rate permitted by law, whichever is lower) on any amounts not paid when due.
5. The Client is responsible for any fees charged by Third-Party Services (such as Xero subscription fees), which are separate from and in addition to Forged Flow's Fees.

6.3 Fee Changes

Forged Flow may increase the Monthly Fee by providing the Client with at least thirty (30) days' written notice. If the Client does not agree to the fee increase, the Client may terminate this Agreement in accordance with Section 13.

6.4 Suspension for Non-Payment

If any Fees remain unpaid for more than fourteen (14) days after the due date, Forged Flow may, in its sole discretion:

• Suspend the provision of Services until all outstanding amounts are paid in full; and/or
• Terminate this Agreement in accordance with Section 13.

The Client remains liable for all Fees during any period of suspension.

7. Third-Party Services

7.1 Client Responsibility

The Client acknowledges and agrees that:

1. Certain Third-Party Services (such as Xero, MYOB, ServiceM8, or Tradify) are required for Forged Flow to provide the Services.
2. The Client is responsible for maintaining valid subscriptions to Third-Party Services and paying all associated fees directly to the relevant providers.
3. The Client's use of Third-Party Services is governed by the terms and conditions of those services, which the Client must accept and comply with.
4. Forged Flow is not responsible for any changes, outages, or discontinuation of Third-Party Services, or any impact such events may have on the Services.

7.2 Forged Flow Managed Tools

Certain tools and services are provided and managed by Forged Flow as part of the Services, including:

• Automation platforms (such as Zapier) used to connect Client Systems.
• Business phone systems and numbers provided as part of applicable Service Plans.

The cost of these Forged Flow Managed Tools is included in the Monthly Fee unless otherwise specified. Upon termination of this Agreement, access to Forged Flow Managed Tools will be discontinued, and the Client will need to make alternative arrangements if they wish to continue using similar services.

8. Intellectual Property

8.1 Client Intellectual Property

The Client retains all rights, title, and interest in and to Client Data and any Intellectual Property owned by the Client prior to the Commencement Date. The Client grants Forged Flow a limited, non-exclusive licence to use Client Data solely for the purpose of providing the Services.

8.2 Forged Flow Intellectual Property

Forged Flow retains all rights, title, and interest in and to:

• Forged Flow Systems and any Intellectual Property developed by Forged Flow prior to or independently of this Agreement.
• Methodologies, processes, workflows, templates, and know-how used or developed in the course of providing the Services.
• Any improvements, modifications, or derivative works to Forged Flow's Intellectual Property, even if developed using Client Data or feedback.

Nothing in this Agreement transfers ownership of any Forged Flow Intellectual Property to the Client.

9. Confidentiality

9.1 Confidentiality Obligations

Each party agrees to:

1. Keep the other party's Confidential Information strictly confidential.
2. Not disclose Confidential Information to any third party without the prior written consent of the disclosing party, except as permitted under this Agreement or required by law.
3. Use Confidential Information only for the purposes of performing obligations or exercising rights under this Agreement.
4. Take reasonable measures to protect Confidential Information from unauthorised access, use, or disclosure.
5. Promptly notify the other party of any suspected or actual breach of confidentiality.

9.2 Exceptions

The confidentiality obligations in this Section 9 do not apply to information that:

• Is or becomes publicly available through no fault of the receiving party.
• Was rightfully in the receiving party's possession prior to disclosure.
• Is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.
• Is rightfully obtained from a third party without restriction on disclosure.
• Is required to be disclosed by law, regulation, or court order, provided that the receiving party gives the disclosing party prompt notice (where legally permitted) and cooperates with any efforts to seek protective treatment.

9.3 Survival

The confidentiality obligations in this Section 9 survive termination of this Agreement for a period of three (3) years.

10. Privacy and Data Protection

10.1 Privacy Compliance

Forged Flow complies with the Privacy Act 1988 (Cth) and the Australian Privacy Principles (APPs) in relation to the collection, use, storage, and disclosure of Personal Information.

10.2 Collection and Use of Personal Information

Forged Flow collects and uses Personal Information only as necessary to provide the Services, including:

• Client contact information (name, email, phone number, business address).
• Client business information (ABN, business name, industry).
• Financial information as necessary for bookkeeping and invoicing services.
• Employee information as necessary for payroll and leave tracking services.

10.3 Data Storage and Security

Forged Flow stores Client Data using secure, reputable cloud service providers. While Forged Flow takes reasonable measures to protect Client Data, the Client acknowledges that no data storage system is completely secure.

10.4 Client's Privacy Obligations

The Client warrants that:

1. The Client has obtained all necessary consents and provided all required notices to collect and share Personal Information with Forged Flow.
2. The provision of Personal Information to Forged Flow does not breach any applicable privacy laws or the Client's own privacy policy.
3. The Client will notify affected individuals if required by law in the event of a data breach.

10.5 Data Retention and Deletion

Upon termination of this Agreement, Forged Flow will:

• Provide the Client with a reasonable opportunity (not less than thirty (30) days) to export or retrieve Client Data from Forged Flow Systems.
• Delete Client Data from Forged Flow Systems within ninety (90) days of termination, unless retention is required by law or for legitimate business purposes.

The Client acknowledges that Forged Flow cannot delete Client Data stored in Third-Party Services, and the Client is responsible for managing such data directly with those providers.

11. Limitation of Liability

11.1 Exclusion of Certain Damages

To the maximum extent permitted by law, Forged Flow is not liable for any:

• Indirect, incidental, special, consequential, or punitive damages.
• Loss of profits, revenue, business, goodwill, or anticipated savings.
• Loss of data or data corruption.
• Costs of procuring substitute services.

This exclusion applies regardless of whether the damages were foreseeable or whether Forged Flow was advised of the possibility of such damages.

11.2 Liability Cap

To the maximum extent permitted by law, Forged Flow's total aggregate liability to the Client under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, is limited to the greater of:

• The total Fees paid by the Client to Forged Flow in the twelve (12) months immediately preceding the event giving rise to the liability; or
• One thousand Australian Dollars (AUD $1,000).

11.3 Specific Exclusions

Without limiting the generality of the above, Forged Flow is not liable for:

1. Penalties, fines, or interest imposed by the ATO, Fair Work, or any other regulatory body, including penalties for late or incorrect BAS lodgement, STP reporting, or superannuation payments.
2. Errors or inaccuracies in outputs resulting from incorrect, incomplete, or late information provided by the Client.
3. Failures, outages, or errors in Third-Party Services.
4. Business decisions made by the Client based on information or reports provided by Forged Flow.
5. Lost business opportunities, including missed calls or leads, unless caused by Forged Flow's gross negligence.

11.4 Australian Consumer Law

Nothing in this Agreement excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred on the Client by the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) or any other applicable law that cannot be excluded, restricted, or modified by agreement.

If Forged Flow's liability cannot be excluded under applicable law, Forged Flow's liability is limited, at Forged Flow's option, to:

• Supplying the Services again; or
• Paying the cost of having the Services supplied again.

12. Indemnification

12.1 Client Indemnity

The Client indemnifies and holds harmless Forged Flow and its officers, directors, employees, agents, and contractors from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

1. The Client's breach of this Agreement.
2. The Client's breach of any applicable law, including tax laws, employment laws, and privacy laws.
3. Any claim by a third party (including employees, customers, or regulatory bodies) arising from the Client's business operations.
4. Inaccurate, incomplete, or misleading information provided by the Client.
5. The Client's use of Services in a manner not authorised by this Agreement.

13. Termination

13.1 Termination for Convenience

Either party may terminate this Agreement for any reason by providing thirty (30) days' written notice to the other party.

13.2 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party:

1. Commits a material breach of this Agreement that is not remedied within fourteen (14) days of receiving written notice of the breach.
2. Becomes insolvent, enters into liquidation or administration, or makes an assignment for the benefit of creditors.
3. Ceases or threatens to cease carrying on business.

13.3 Effects of Termination

Upon termination of this Agreement:

1. The Client must pay all outstanding Fees for Services provided up to the date of termination.
2. Forged Flow will cease providing Services and revoke access to Forged Flow Systems.
3. Each party will return or destroy the other party's Confidential Information as directed.
4. The Client will make alternative arrangements for any ongoing services previously provided by Forged Flow, including phone systems, automations, and bookkeeping.
5. Sections 8 (Intellectual Property), 9 (Confidentiality), 10 (Privacy), 11 (Limitation of Liability), 12 (Indemnification), and 15 (Governing Law) survive termination.

13.4 No Refunds

The Setup Fee is non-refundable. Monthly Fees are non-refundable for any partial month of service. If the Client terminates this Agreement mid-month, Services will continue until the end of the paid period.

14. Dispute Resolution

14.1 Negotiation

If a dispute arises out of or in connection with this Agreement, the parties agree to first attempt to resolve the dispute through good faith negotiation. Either party may initiate this process by providing written notice of the dispute to the other party.

14.2 Mediation

If the dispute is not resolved within twenty-one (21) days of the initial notice, either party may refer the dispute to mediation administered by the Australian Disputes Centre (ADC) or another mutually agreed mediator. The costs of mediation will be shared equally by the parties.

14.3 Litigation

If the dispute is not resolved through mediation within sixty (60) days of the initial notice, either party may commence legal proceedings. Nothing in this Section prevents either party from seeking urgent interlocutory relief from a court of competent jurisdiction.

15. General Provisions

15.1 Governing Law

This Agreement is governed by the laws of Victoria, Australia. The parties submit to the exclusive jurisdiction of the courts of Victoria and any courts competent to hear appeals from those courts.

15.2 Entire Agreement

This Agreement, together with any Service Plan or proposal accepted by the Client, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, warranties, and agreements between the parties relating to its subject matter.

15.3 Amendments

Forged Flow may amend this Agreement by providing the Client with at least thirty (30) days' written notice. Continued use of the Services after the effective date of any amendment constitutes acceptance of the amended terms.

15.4 Assignment

The Client may not assign or transfer this Agreement without Forged Flow's prior written consent. Forged Flow may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets.

15.5 Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable, that provision will be severed from this Agreement, and the remaining provisions will continue in full force and effect.

15.6 Waiver

A party's failure to enforce any right under this Agreement does not constitute a waiver of that right. Any waiver must be in writing and signed by the waiving party.

15.7 Force Majeure

Neither party is liable for any delay or failure to perform its obligations under this Agreement (other than payment obligations) if the delay or failure results from circumstances beyond the party's reasonable control, including natural disasters, war, terrorism, strikes, government actions, or failures of Third-Party Services.

15.8 Notices

All notices under this Agreement must be in writing and sent to the email address provided by the relevant party. Notices are deemed received on the Business Day after sending if sent by email.

15.9 Relationship of Parties

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.

15.10 Subcontracting

Forged Flow may engage subcontractors to perform any of its obligations under this Agreement, provided that Forged Flow remains responsible for the performance of those obligations and ensures subcontractors are bound by confidentiality obligations no less protective than those in this Agreement.