Terms of Use

Definitions

In these Terms, the following words have the meanings set out below:

1Use of Software

1. Licence grant. PBPB grants you a non-exclusive, non-transferable, revocable licence to access and use the Service solely for the purpose of managing and operating your business, subject to these Terms.
2. User management. As the subscribing account holder:
   1. you or your Administrator may invite Invited Users to access the Service under your subscription;
   2. you are responsible for all activity carried out by Invited Users under your account;
   3. you must notify each Invited User of their invitation and ensure they are aware of and agree to these Terms;
   4. you will determine and control each Invited User's level of access at all times; and
   5. you are responsible for promptly revoking access when an Invited User should no longer have it.
3. Acceptable use. You must not, and must ensure your Invited Users do not:
   1. reverse engineer, decompile, disassemble or otherwise attempt to derive the source code of the Service;
   2. circumvent, disable or interfere with any security, access control or technical measures of the Service;
   3. scrape, crawl or use automated means to extract data from the Service beyond normal operational use;
   4. resell, sublicense or provide access to the Service to any third party;
   5. use the Service or any Data obtained from it to develop, train or improve a product or service that competes with the Service;
   6. use the Service to send unsolicited communications or for any unlawful purpose; or
   7. introduce viruses, malware or other harmful code to the Service or its underlying systems.
4. Service changes. PBPB may update, modify or add to the features of the Service from time to time. Where a change materially reduces the core functionality you rely on, PBPB will provide reasonable advance notice. PBPB may also schedule planned maintenance windows and will endeavour to conduct these outside peak business hours.

2Your Obligations

1. Payment. You will pay the Subscription Fee in accordance with the invoice issued by PBPB. Payment is due within 14 days of the invoice date, by electronic bank transfer or another method agreed with PBPB. All amounts are in Australian dollars and are exclusive of GST (see clause 13.5).
2. Late payment. If a Subscription Fee is not paid by the due date, PBPB may charge interest on the outstanding amount at a rate of 2% per annum above the then-current RBA cash rate, calculated daily from the due date until payment in full. PBPB may also suspend access to the Service in accordance with clause 9.4.
3. Price changes. PBPB may vary the Subscription Fee by giving you at least 30 days' written notice. The revised fee will apply from the start of the next Subscription Period after the notice period ends.
4. Account security. You are solely responsible for maintaining the confidentiality of your login credentials. You must notify PBPB immediately at [email protected] if you become aware of any unauthorised access to or use of your account.
5. Accurate information. You must ensure that all information you provide to PBPB (including registration details and billing information) is accurate, current and complete, and you must promptly update it if it changes.
6. Compliance with laws. You must use the Service in compliance with all applicable laws and regulations, including (where applicable) employment law, privacy law and franchise obligations.

3Confidentiality

1. Obligations. Each party will keep the other party's Confidential Information strictly confidential and will not disclose it to any third party without prior written consent, except as strictly necessary to perform obligations under these Terms. Each party will use the other's Confidential Information only for the purposes of these Terms.
2. Exceptions. Confidentiality obligations do not apply to information that:
   1. is or becomes publicly available other than through a breach of these Terms;
   2. was known to the recipient before disclosure by the other party;
   3. is independently developed by the recipient without reference to the other party's Confidential Information; or
   4. is required to be disclosed by law, court order or a regulatory authority — in which case the disclosing party must, where lawfully permitted, give the other party prompt notice so it may seek a protective order.
3. PBPB's security obligations. PBPB will maintain reasonable organisational and technical security measures designed to protect your Confidential Information and Data from unauthorised access, disclosure or loss. PBPB will ensure that employees and contractors who access your Confidential Information are bound by appropriate confidentiality obligations.
4. Duration. Confidentiality obligations under this clause survive termination or expiry of these Terms for a period of 5 years.

4Intellectual Property

1. PBPB's IP. All rights (including copyright) in the Service, its underlying software, design, content and compilation are owned by or licensed to PBPB. Nothing in these Terms transfers any intellectual property rights in the Service to you.
2. Restrictions. Without PBPB's prior written permission, you may not broadcast, republish, upload, transmit, distribute, adapt or modify any part of the Service or its content for any purpose not expressly permitted by these Terms.
3. Franchisor IP. Trademarks, product information, operation procedures and other intellectual property associated with a franchisor remain the property of that franchisor (or its licensors). PBPB does not assert any ownership over such materials.
4. Your Data. All intellectual property rights in your Data remain your property. You grant PBPB a limited, non-exclusive licence to access, use, copy, transmit, store and back up your Data solely for the purpose of providing the Service to you.
5. Access contingent on payment. Your right to access and export your Data is contingent on your Subscription Fees being current. Upon termination, clause 9.7 governs Data access and deletion.
6. Feedback. If you provide PBPB with suggestions, ideas or feedback about the Service ("Feedback"), you grant PBPB a perpetual, irrevocable, royalty-free licence to use that Feedback without restriction or obligation to you. PBPB is under no obligation to implement any Feedback.
7. Third-party applications. If you enable third-party integrations with the Service, PBPB may permit those providers to access your Data as required for interoperation. PBPB is not responsible for any disclosure, modification or loss of Data arising from such third-party access, and you should review their terms before enabling integrations.

5Data

1. Analytical Data. You acknowledge and agree that PBPB may:
   1. derive Analytical Data from your use of the Service, provided it cannot be used to identify you or your individual end users;
   2. use Analytical Data for internal research, product development and statistical analysis; and
   3. share Analytical Data with authorised third parties, which may include your franchisor for franchise oversight purposes and PBPB's service providers who operate or support the Service. PBPB will not sell Analytical Data to unrelated commercial third parties.
2. Encryption. All data transmitted between you and PBPB's servers is encrypted using industry-standard TLS. Data at rest is protected with AES-256 encryption.
3. Backups. PBPB will take regular backups of the Service and your Data using standard industry practices. You acknowledge that PBPB's backups are for disaster recovery purposes and you remain responsible for maintaining your own copies of critical Data.
4. Storage location. The Service is hosted on enterprise-grade infrastructure. Primary servers are located in Brisbane, Queensland, with secondary storage in Sydney, New South Wales. All Data is stored within Australia unless otherwise agreed in writing.
5. Data breach notification. In the event of a confirmed data breach that is likely to result in serious harm to individuals whose personal information is involved, PBPB will notify affected subscribers and the Office of the Australian Information Commissioner in accordance with the Notifiable Data Breaches scheme under the Privacy Act 1988 (Cth). PBPB will notify you as soon as reasonably practicable after becoming aware of a breach affecting your Data.
6. Data on termination. Following termination or expiry of your subscription:
   1. you may export your Data using the export function within the Service for a period of 30 days from the termination date;
   2. PBPB will retain your Data for 30 days after termination and will then permanently delete it from its systems within a further 30 days, except for any Data required to be retained by law or for the purposes of Analytical Data (which will be de-identified if not already);
   3. PBPB is not responsible for any loss of Data after the 30-day export period has passed; and
   4. upon request, PBPB will confirm in writing that deletion has been completed.
7. Data portability. At any time during an active subscription, you may request a copy of your Data in a machine-readable format by contacting PBPB. PBPB will use reasonable endeavours to fulfil such requests within 10 Business Days.
8. Indemnity. You indemnify PBPB against any liability, claim, cost or expense arising from any third-party claim that your Data infringes the rights of that third party, or that the Data is objectionable, inaccurate or misleading.

6Warranties and Acknowledgements

1. Your warranties. You warrant that:
   1. all information you provide to PBPB is accurate, correct and up to date;
   2. you have all necessary rights, licences and authorisations to use the Service and to submit Data to it;
   3. your use of the Service will comply with all applicable laws; and
   4. you have read, understood and agree to be bound by these Terms.
2. PBPB's warranties. PBPB warrants that:
   1. it has the right to grant the licence set out in clause 1.1;
   2. it will use reasonable skill and care in providing the Service; and
   3. it will comply with all applicable laws in the provision of the Service, including the Privacy Act 1988 (Cth).
3. Acknowledgements. You acknowledge that:
   1. the Service is provided on an "as is" and "as available" basis, subject to clause 6.2 and the Australian Consumer Law;
   2. PBPB does not warrant that the Service will be uninterrupted, error-free or free from security vulnerabilities, though PBPB will use reasonable endeavours to maintain availability; and
   3. any Subscription Fee variation will be communicated in accordance with clause 2.3.

7Liability

1. ACL preservation. Nothing in these Terms excludes, restricts or modifies any guarantee, warranty, right or remedy that cannot be excluded under the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) or any other applicable law. To the extent a consumer guarantee applies and cannot be excluded, PBPB's liability is limited (where permitted by law) to resupply of the Service or the cost of having the Service resupplied.
2. Exclusion of liability. Subject to clause 7.1, and to the maximum extent permitted by law, PBPB and its affiliates, directors, officers, employees, agents and licensors are not liable to you for any:
   1. direct, indirect, incidental, special, consequential or exemplary loss or damage;
   2. loss of profit, revenue, business, goodwill, data or anticipated savings; or
   3. loss or corruption of Data, communication failure, or loss arising from third-party conduct,
   however caused and under any theory of liability, arising out of or in connection with the Service or these Terms.
3. Liability cap. Subject to clauses 7.1 and 7.2, PBPB's total aggregate liability to you for all claims arising out of or in connection with these Terms — however arising, including under contract, tort (including negligence) or statute — is limited to the total Subscription Fees paid by you in the 3 months immediately preceding the event giving rise to the claim.
4. Your indemnity. You agree to indemnify, defend and hold harmless PBPB, its affiliates, employees, agents and licensors from and against all claims, liabilities, costs, expenses (including reasonable legal fees) and losses arising from:
   1. your breach of these Terms;
   2. your violation of any applicable law;
   3. any third-party claim that your Data infringes their rights; or
   4. your wilful misconduct or negligence.

8Force Majeure

1. Scope. PBPB is not liable for any delay or failure to provide the Service to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, pandemic, war, terrorism, government action, strikes or industrial action, power or internet failures, or the failure of third-party infrastructure providers (including cloud hosting providers).
2. Notification. PBPB will notify you as soon as reasonably practicable of any force majeure event and its expected duration, and will use reasonable endeavours to minimise its impact on the Service.
3. Prolonged outage. If a force majeure event prevents PBPB from providing the Service for more than 30 consecutive days, you may terminate your subscription without penalty by providing written notice to PBPB. PBPB will refund any prepaid Subscription Fees on a pro-rata basis for the portion of the Subscription Period during which the Service was unavailable.
4. Payment obligations. A force majeure event does not relieve you of your obligation to pay any Subscription Fees that fell due before the event occurred.

9Termination

1. Duration. These Terms continue in force until terminated by either party in accordance with this clause.
2. Termination by you. You may terminate your subscription by:
   1. providing PBPB with at least 30 days' written notice before the end of the current Subscription Period; and
   2. ceasing use of the Service and, where available, closing your account.
3. Termination by PBPB. PBPB may terminate these Terms or suspend your access to the Service immediately, or on the notice set out below, if:
   1. you have breached any material provision of these Terms and, where the breach is capable of remedy, have failed to remedy it within 14 days of written notice from PBPB requiring you to do so;
   2. you have failed to pay any Subscription Fee within 7 days of a written reminder following the payment due date;
   3. you commit fraud, engage in illegal activity or cause a serious security incident in connection with the Service;
   4. PBPB is required to do so by law or court order;
   5. PBPB receives a written direction from your franchisor (if applicable) to terminate — PBPB will provide you with as much notice as reasonably practicable in such circumstances; or
   6. PBPB decides, on reasonable commercial grounds, to discontinue the Service — in which case PBPB will give you at least 60 days' notice and refund any prepaid fees on a pro-rata basis.
4. Suspension. PBPB may suspend (rather than terminate) your access to the Service in the circumstances described in clauses 9.3(i), 9.3(ii) or 9.3(iii) while it investigates or awaits remedy. PBPB will lift a suspension promptly once the relevant issue is resolved.
5. Consequences of termination. On termination or expiry of these Terms:
   1. the licence granted under clause 1.1 ceases immediately;
   2. you must immediately cease all use of the Service; and
   3. you remain liable for all Subscription Fees and other amounts that accrued before the termination date.
6. Refund policy. Except as stated in clauses 8.3 and 9.3(vi), Subscription Fees are non-refundable. PBPB may issue a refund in its absolute discretion where it considers this reasonable in the circumstances, calculated on a pro-rata basis for the unused portion of the current Subscription Period.
7. Data after termination. Following termination, your Data access and deletion rights are governed by clause 5.6. You are responsible for exporting your Data before the 30-day export window closes.
8. Survival. The following clauses survive termination or expiry of these Terms: clauses 3 (Confidentiality), 4 (Intellectual Property), 5.1 (Analytical Data), 5.5 (Data breach), 5.6 (Data on termination), 5.8 (Indemnity), 7 (Liability), 9.5 (Consequences), 10 (Dispute Resolution) and 13 (General Provisions).

10Dispute Resolution

1. Compulsory mediation. If a dispute arises out of or relates to these Terms, neither party may commence court or tribunal proceedings unless the steps in this clause have been followed — except where urgent interlocutory relief is sought or where the amount in dispute is below the threshold for small claims jurisdiction in Queensland.
2. Notice of dispute. The party claiming a dispute has arisen must give written notice to the other party setting out the nature of the dispute, the desired outcome and the steps required to resolve it.
3. Resolution process. Within 14 days of the notice, the parties must endeavour in good faith to resolve the dispute by direct negotiation. If unresolved after 14 days, the parties must:
   1. agree on a mediator, or request that one be appointed by the President of the Australian Mediation Association; and
   2. attend mediation in Queensland, sharing costs equally unless otherwise agreed.
4. Confidentiality of negotiations. All communications in the dispute resolution process are confidential and conducted on a "without prejudice" basis.
5. Termination of mediation. If the dispute remains unresolved 3 months after mediation commenced, either party may ask the mediator to close the mediation and may then pursue other legal remedies.

11Venue and Jurisdiction

1. Subject to clause 10, all disputes arising out of or in connection with these Terms will be resolved exclusively in the courts of Queensland, Australia, and each party irrevocably submits to that jurisdiction.

12Governing Law

1. These Terms are governed by and construed in accordance with the laws of Queensland, Australia, without reference to conflict of law principles.

13General Provisions

1. Entire agreement. These Terms, together with any invoice or order confirmation issued by PBPB, constitute the entire agreement between the parties in relation to the Service and supersede all prior representations, statements, negotiations, understandings and agreements, whether oral or written.
2. Waiver. Failure or delay by either party to enforce any provision of these Terms does not constitute a waiver of that right. A waiver is only effective if given in writing and signed by the waiving party.
3. Assignment. PBPB may assign or transfer its rights and obligations under these Terms to a successor entity (including on a sale of the business or the Service) by giving you at least 30 days' written notice. You may not assign or transfer your rights or obligations under these Terms without PBPB's prior written consent.
4. Notices. Notices under these Terms must be in writing and may be delivered by email. Notices to you will be sent to the email address registered to your account. Notices to PBPB must be sent to [email protected]. A notice is deemed received on the next Business Day after sending, provided no delivery failure notification is received.
5. GST. All Subscription Fees and other amounts payable under these Terms are exclusive of GST unless expressly stated otherwise. Where a supply under these Terms is subject to GST, PBPB will issue a valid tax invoice and you must pay the applicable GST amount in addition to the stated fee.
6. Severability. If any provision of these Terms is found to be void, unenforceable or invalid by a court of competent jurisdiction, that provision is severed and the remaining provisions continue in full force and effect.
7. Relationship of parties. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship between the parties. Each party acts as an independent contractor.
8. No third-party rights. These Terms do not create any rights in, or confer any benefit on, any person who is not a party to them.