Subscription Agreement

The terms on which Workshop Software Pty Ltd provides the Workshop Software platform to business customers

Effective date: 8 November 2026

About this Agreement

This Subscription Agreement (Agreement) is a contract between Workshop Software Pty Ltd, ABN 72 165 417 916, of Suite 2305, 4 Daydream Street, Warriewood NSW 2102, Australia (Workshop Software, we, us, our) and the business that subscribes to the Service (you, your, the Customer).

By creating an account, starting a free trial, clicking to accept, or using the Service, you agree to this Agreement. If you accept on behalf of a company or other business, you confirm that you have authority to bind that business. If you do not agree, do not use the Service.

This Agreement is made up of these terms together with the following documents, each of which forms part of it: the Data Processing Addendum (which applies where you provide us with personal information about your customers and staff); and the AI Features Addendum (which applies if you use any AI Feature). Our Privacy Policy describes how we handle personal information. It is a notice required by Privacy Laws, not a term of this Agreement, and if it is inconsistent with this Agreement or the Data Processing Addendum, those documents prevail. Our public website is governed by our separate Website Terms of Use. If there is any inconsistency between the documents that make up this Agreement, the following order applies, highest first: Annex 3 to the Data Processing Addendum for the data it covers; a separately signed agreement under clause 16.4, except to the extent it would weaken a protection for End Customer Data required by Privacy Laws; your Order, for the price, term, quantities and any expressly agreed service levels; the Data Processing Addendum for the processing of End Customer Data; the AI Features Addendum for the handling of Inputs and Outputs (as defined in it); Schedule 1 for the region it covers; these terms.

The Service is offered to businesses. It is not offered to consumers acting for personal, domestic or household purposes.

1. Definitions

1.1 In this Agreement, unless the context requires otherwise:

Account means the account we create for you to access the Service, including all Users under it.

Account Data means information about you and your Users that we collect for the purposes of operating the Account and our relationship with you, such as business name, ABN or business number, billing details, contact details and login credentials.

Aggregated Data means data that has been derived from Customer Data and combined with data from other customers or sources so that it does not identify, and could not reasonably be used to identify, you, any User, any End Customer or any other individual or business.

AI Feature has the meaning given in the AI Features Addendum.

AI System has the meaning given in the AI Features Addendum.

Australian Consumer Law or ACL means Schedule 2 to the Competition and Consumer Act 2010 (Cth).

Business Day means a day other than a Saturday, Sunday or public holiday in Sydney, New South Wales.

Confidential Information means information disclosed by one party to the other under or in connection with this Agreement that is marked confidential or that a reasonable person would understand to be confidential, and includes Customer Data (in your case) and the non-public features, pricing and technical information of the Service (in our case). It does not include information that is public through no fault of the recipient, that the recipient already lawfully held, or that the recipient independently develops.

Customer Data means all data, content and material that you or your Users enter into, upload to or generate within the Service, including End Customer Data, vehicle records, jobs, quotes, invoices, notes, images, files and communications sent through the Service. It does not include Account Data, Usage Data, De-identified Data or Aggregated Data.

De-identified Data means data derived from Customer Data that has been processed so that it is no longer about an identifiable individual or business, or an individual or business who is reasonably identifiable, having regard to the OAIC and CSIRO De-identification Decision-Making Framework, the definition of “de-identified” in the Privacy Act 1988 (Cth) and the equivalent standard under any other Privacy Law that applies to the data, assessed in the context in which the data will be used or released and taking into account other information reasonably available. Removing direct identifiers, or replacing them with codes, is not by itself sufficient.

End Customer means a customer, client or other person whose information you process using the Service, such as a vehicle owner or fleet operator.

End Customer Data means Customer Data that is personal information about an End Customer or any other individual (for example your staff), whether or not that individual is identified by name.

Fees means the subscription fees, usage charges and other amounts payable for the Service as set out on our pricing page or in your Order, as varied in accordance with this Agreement.

Intellectual Property Rights means all present and future rights in copyright, trade marks, designs, patents, circuit layouts, trade secrets, know-how and confidential information, and all other rights of a similar nature, whether registered or unregistered, anywhere in the world.

Material, in relation to a change, reduction or breach, means one that a reasonable business in your position would regard as significantly reducing the value of the Service to it. A change required by law, by a Third Party Service or an AI Provider (as defined in the AI Features Addendum), or reasonably necessary for security, may be made without the notice period in clauses 2.3 and 16.2, but if it is otherwise Material you keep your right to terminate under clause 12.3 within 30 days after we notify you of it. “Materially” has a corresponding meaning.

Order means a pricing plan, add-on or quantity of Users or usage that you select or that we confirm to you in writing, including through the Service.

Personal Information has the meaning given in the Privacy Act 1988 (Cth), and includes “personal data” as defined in the GDPR and UK GDPR where those laws apply.

Privacy Laws means the Privacy Act 1988 (Cth) and the Australian Privacy Principles, the Privacy Act 2020 (NZ), the EU General Data Protection Regulation 2016/679 (GDPR), the UK GDPR and the Data Protection Act 2018 (UK), applicable US state privacy laws, and any other law relating to privacy or data protection that applies to a party in connection with this Agreement.

Service means the Workshop Software workshop management platform, including the web application, the iOS and Android mobile applications we publish, the APIs, integrations, add-ons, AI Features, support services and related documentation that we make available to you under this Agreement.

Sub-processor has the meaning given in the Data Processing Addendum.

Subscription Term means the monthly or yearly period for which you have paid or agreed to pay Fees, and each renewal of it.

Third Party Service means a product or service provided by someone other than us that you choose to connect to or use with the Service, such as an accounting package, a parts supplier, a payment provider or a marketing platform.

Usage Data means technical and operational data about how the Service is accessed and used, such as log files, feature usage, error reports, device and browser information and performance metrics. Usage Data does not include the content of Customer Data.

User means an individual you authorise to access the Service under your Account, including your employees and contractors.

1.2 Headings are for convenience only. “Including” and similar words are not words of limitation. A reference to a law includes any amendment or replacement of it.

2. The Service

2.1 Right to use. During the Subscription Term, and subject to this Agreement, we grant you a non-exclusive, non-transferable right to access and use the Service for the internal business purposes of the workshop or business named on your Account.

2.2 Users. You may allow Users to access the Service up to the number included in your Order. Each User must be an individual with their own login; logins must not be shared. You are responsible for your Users, for keeping login credentials confidential and for all activity under your Account, except to the extent the activity results from our breach of this Agreement. You must tell us promptly if you become aware of unauthorised access. We may require two-factor authentication, reset credentials or suspend a login where we reasonably believe it is compromised.

2.3 Changes to the Service. We improve the Service continuously and may add, change or remove features. We will not make a change that materially reduces the core functionality of the Service you pay for during a Subscription Term without giving you at least 30 days’ notice. If we retire a feature that is material to your use of the Service and we do not provide a reasonable substitute, you may terminate under clause 12.3.

2.4 Availability. We aim to make the Service available at all times but we do not guarantee uninterrupted access. We may suspend access for planned maintenance, and we will give reasonable notice of planned maintenance where practicable. We may also suspend access without notice where reasonably necessary to protect the security or integrity of the Service or to comply with law. We are not responsible for unavailability caused by a Third Party Service, an AI Provider, a telecommunications carrier, your equipment or internet connection, or an event under clause 17.2.

2.5 Support. We provide customer support by email, online chat and phone. Support is provided in English between 9 am and 5 pm, Monday to Friday excluding public holidays, in Sydney (Australian Eastern time) and London (UK time). Support does not cover Third Party Services, your hardware, network or operating environment, or customisation. We may change our support channels and hours by publishing the change on our website, provided the overall level of support is not materially reduced during a Subscription Term.

2.6 Free trials and beta features. If you use the Service on a free trial, or use a feature we identify as beta, preview or early access, that use is at your own risk, the feature may change or be withdrawn at any time, and the warranties in clause 10 do not apply to it beyond what the law requires. Beta, preview and early access features are excluded from clauses 2.4, 2.5 and 11.4 and from any service commitment, may have separate published terms, and data created in them may be deleted when the feature ends. The data handling commitments in the Data Processing Addendum and AI Features Addendum still apply to them. If your free trial ends without your moving to a paid plan, we delete the Customer Data entered during the trial within 30 days after the trial ends, and clauses 5.4 and 13.2 do not apply to it.

2.7 Fair use. Your use of the Service must be reasonable and consistent with the normal operation of a workshop or fleet business of your size. We may treat use as unreasonable where it is fraudulent, is not ordinary business use, causes significant congestion or disruption to our infrastructure, or adversely affects other customers. If we consider your use unreasonable we will tell you, explain why, and give you a reasonable opportunity to change it before we apply any additional charge or restriction.

3. Your obligations and acceptable use

3.1 You must use the Service only for lawful business purposes and in accordance with this Agreement and any documentation we publish.

3.2 You must not, and must not allow anyone else to: (a) copy, modify, adapt, translate, reverse engineer, decompile or create derivative works of the Service, except to the extent the law allows; (b) resell, sublicense, rent or otherwise make the Service available to any third party other than your Users; (c) use the Service to store or send material that is unlawful, defamatory, infringing, harassing or malicious; (d) upload malware or attempt to gain unauthorised access to the Service, other customers’ accounts or our systems; (e) use automated tools to scrape or bulk extract data from the Service other than through the export features and APIs we provide; (f) use the Service to build a competing product; or (g) remove or alter any proprietary notice in the Service.

3.3 Your data and your customers. You are responsible for the accuracy, quality and legality of Customer Data and for the way you obtain and use it. In particular you must: (a) have a lawful basis, and where required consent, to collect the End Customer Data you enter into the Service and to have us process it as described in this Agreement and the Data Processing Addendum; (b) give your End Customers any privacy notice required by law, including notice of the use of AI Features where required; (c) comply with Privacy Laws that apply to you as the collector of that information; and (d) not enter into the Service any information that you are not entitled to disclose to us.

3.4 Electronic messages. If you use the Service to send SMS, email or other electronic messages to End Customers, you are the sender of those messages. You must comply with the laws that apply to them, including the Spam Act 2003 (Cth), the Unsolicited Electronic Messages Act 2007 (NZ), the UK Privacy and Electronic Communications Regulations 2003, and the US Telephone Consumer Protection Act, as applicable. In particular you must only message people who have consented or who you are otherwise permitted to message, you must identify your business accurately, and you must honour opt-out requests promptly and in any case within the time the law requires. If we receive complaints or carrier notices indicating that messages sent from your Account do not comply with these laws, we may suspend messaging features following the process in clause 12.5. Message delivery depends on carriers and recipients’ devices. We do not guarantee delivery or timing, and usage charges apply to messages we submit for delivery whether or not they are delivered.

3.5 Backups and business continuity. We keep daily backups of the Service for our own operational recovery. Backups are not a substitute for your own records, may be up to 24 hours old at the time of any restoration, and are restored for the Service as a whole rather than for an individual record. You remain responsible for keeping your own records to the extent required by tax, consumer or other laws that apply to your business, and for exporting Customer Data you wish to keep before your Account is closed.

3.6 APIs. Any API we provide may be used only with credentials we issue, within the rate and volume limits we publish, for your own internal business purposes and not to replicate the Service or build a competing product. We may change, throttle, suspend or revoke API access to protect the Service or other customers, with notice where practicable.

3.7 Verification. We may use Usage Data to verify the number of Users and your compliance with your Order and this clause 3, and may ask you to confirm it. If your use exceeds your Order we will tell you and may charge the applicable Fees from the date the excess began.

3.8 Sanctions. You must not use the Service in, or for the benefit of a person in, a country or territory subject to comprehensive sanctions of Australia, the United Nations, the United States, the United Kingdom or the European Union, or if you or your owners appear on a sanctions list of those authorities. We may suspend or terminate the Service immediately if we reasonably believe this clause is breached or that continuing supply would breach sanctions or export control laws.

3.9 Your environment and documents. You are responsible for your devices, browsers, operating systems and internet connection meeting our published requirements, and for the content, pricing and tax treatment of quotes, invoices and other documents you issue through the Service.

4. Fees and payment

4.1 Fees. You must pay the Fees for your Order. Fees are stated in the currency shown for your region and are exclusive of GST, VAT, sales tax and similar taxes, which are added where applicable. Fees are payable monthly or yearly in advance according to the plan you choose.

4.2 Payment methods. We accept the payment methods shown at checkout. By providing a payment method you authorise us and our payment processor to charge it for the Fees when due, including on each renewal. Card details are handled by our PCI DSS compliant payment processor. We do not store full card numbers on our own systems.

4.3 Usage charges. Some features are charged on usage, such as SMS messages or add-on modules. Usage charges are shown in the Service or on our pricing page before you use the feature, and are billed in arrears or deducted from prepaid credits, as stated. Prepaid SMS or message credits remain available for 12 months from the date of purchase, after which unused credits expire. Unused credits also expire when your subscription ends. The expiry period is set out in this Agreement and in our help guides. Credits are not refundable, except that if we terminate under clause 12.2 or terminate the Service or the affected part of it under clause 11.4, or you terminate under clause 12.4 because of our breach, under clause 17.2 or under clause 5.3 of the Data Processing Addendum, we will refund the unused value of prepaid credits (and, where we terminate only part of the Service under clause 11.4, the unused value of credits that can no longer be used as a result).

4.4 Changes to Fees. We may change the Fees, but: (a) we will give you at least 30 days’ written notice before any increase takes effect; (b) an increase applies only from the start of the first Subscription Term that begins after the notice period ends, so it never applies to a period you have already paid for, and for a yearly plan that means your next yearly renewal; and (c) if you do not accept the increase you may cancel under clause 5.3 before your subscription renews at the new Fees, in which case you keep the Service at your existing Fees until the end of your current Subscription Term and the increase does not apply to you.

4.5 Late payment. If a payment fails or is not made when due, we will notify you and give you at least 7 days to update your payment method or pay. If payment is still outstanding after that period we may suspend your access to the Service until payment is made. We may charge a reasonable administration fee for a failed payment, which is currently AUD 39 plus GST (or the equivalent shown for your region), reflecting our direct costs of handling the failure, and interest on overdue amounts at 2 percentage points per annum above the Reserve Bank of Australia cash rate target, calculated daily.

4.6 Recovery. If an amount remains unpaid 60 days after the invoice date we may refer it to a collection agency or commence proceedings, and you must pay our reasonable costs of recovery.

4.7 Disputed invoices. If you dispute an invoice in good faith you must tell us within 30 days of the invoice date, pay the undisputed part, and work with us to resolve the dispute promptly. We will not suspend the Service for non-payment of an amount that is the subject of a genuine dispute notified within that period. An invoice not disputed within that period is taken to be accepted, except for manifest error.

5. Subscription Term, renewal and cancellation

5.1 Term. Your subscription starts on the date your Account is activated (or your free trial converts to a paid plan) and continues for the initial Subscription Term you select.

5.2 Automatic renewal. At the end of each Subscription Term your subscription renews automatically for a further term of the same length, at the then-current Fees, unless you cancel before the renewal date. For yearly plans we send a reminder to your Account email address at least 30 days before the renewal date.

5.3 Cancelling. You may cancel your subscription at any time through your Account settings or by written notice to us. Cancellation takes effect at the end of the current Subscription Term. You keep access until then and no further Fees are charged. Export any Customer Data you want to keep before your subscription ends (see clause 13). We do not refund Fees for the remainder of a Subscription Term that you cancel, except where this Agreement or the law says otherwise (see clauses 12.2, 12.4 and 17.2).

5.4 Reactivation. If you cancel and later wish to return while we still hold your Customer Data under clause 13, you may reactivate your Account and your Customer Data will be available again, subject to payment of the Fees for at least one monthly Subscription Term on a plan then available, and any Fees that were unpaid when your subscription ended.

6. Customer Data: ownership and our licence

6.1 You own your data. As between you and us, you own all Customer Data and all Intellectual Property Rights in it. Nothing in this Agreement transfers ownership of Customer Data to us.

6.2 Licence to us. You grant us a non-exclusive, worldwide, royalty-free licence to host, copy, transmit, store, back up, display, analyse and process Customer Data, and to permit our subcontractors and Sub-processors to do so, for the purposes of: (a) providing, maintaining, securing and supporting the Service to you; (b) complying with your instructions given through the Service, including sending messages to End Customers and sharing data with Third Party Services you connect; (c) preventing fraud, abuse and security incidents; (d) complying with law; and (e) creating De-identified Data and Aggregated Data under clause 7.

6.3 Our role for End Customer Data. Where Customer Data contains End Customer Data, you are the entity that collects and controls that information and we process it on your behalf and on your instructions. The Data Processing Addendum sets out how we do this. We will not use End Customer Data for our own purposes except as permitted by clause 7, or as required by law. Clause 7 is your instruction to us to create De-identified Data and Aggregated Data. Once data has been de-identified in accordance with clause 7.3 it is no longer Customer Data or personal information, and we hold and use it in our own right.

6.4 Account Data and Usage Data. We collect and use Account Data and Usage Data for our own purposes, as described in the Privacy Policy, including to operate and bill the Service, to provide support, to communicate with you, to secure and improve the Service and to understand how it is used.

6.5 Access to your data. You can access and export Customer Data through the export features of the Service at any time during the Subscription Term at no additional charge. If you ask us to prepare a bulk export or a custom extract that the Service does not provide, we may charge a reasonable fee, which we will tell you before doing the work.

7. De-identified Data and Aggregated Data, including industry insights

7.1 What we may create. You agree that we may create De-identified Data and Aggregated Data from Customer Data and Usage Data. Creating this data is part of the Service and a condition of using it.

7.2 How we may use it. We own De-identified Data and Aggregated Data and may use, retain and disclose it during and after the Subscription Term for any lawful purpose, including: (a) to operate, secure, improve and develop the Service and new products and features, including AI Features, which includes using De-identified Data and Aggregated Data to train, fine-tune, test and evaluate AI models and AI Features, provided that no Personal Information is used for that purpose; (b) to produce benchmarks, industry statistics, trend analysis and market insights for the automotive and related trades, including benchmarks shown to customers within the Service (for example, comparing a workshop’s performance with the aggregate performance of comparable workshops); (c) to publish or license industry reports, insights and statistics to customers, partners, industry bodies, researchers and the public; and (d) for our own commercial purposes, including marketing.

7.3 Our commitments. When we create and use De-identified Data and Aggregated Data we will: (a) apply de-identification techniques appropriate to the sensitivity of the data and the context in which it will be used or released, so that there is no reasonable likelihood of re-identification; (b) not publish, license, or disclose any benchmark, statistic, or insight in a form that identifies, or could reasonably be used to identify, you, your Users, your End Customers, or any individual business; (c) not publish or license to third parties any benchmark, statistic or insight derived from fewer than 10 workshops or 100 transactions, and apply a minimum cohort size to benchmarks shown within the Service that we reasonably consider sufficient to prevent identification; (d) not attempt to re-identify any individual or business from De-identified Data or Aggregated Data, and contractually prohibit anyone we license it to from doing so; and (e) if we become aware that data we have treated as De-identified Data can reasonably be re-identified, treat it as Personal Information again and handle it under the Privacy Policy and Privacy Laws.

7.4 Not a sale of personal information. Nothing in this clause permits us to sell or disclose Personal Information. Only data that has been de-identified or aggregated in accordance with clause 7.3 may be used under this clause.

8. AI Features

8.1 The Service may include AI Features, and we expect it to include more of them over time. The AI Features Addendum sets out how they work, how Customer Data is handled when you use them, our commitments about training and third-party AI providers, and your responsibilities for reviewing outputs. It forms part of this Agreement.

9. Third Party Services and integrations

9.1 The Service can connect to Third Party Services, such as accounting platforms, parts catalogues, payment providers and marketing tools. You decide whether to connect a Third Party Service. When you do, you authorise us to exchange Customer Data with that service as needed for the integration to work, and you agree that the Third Party Service provider’s own terms and privacy policy govern its use of that data. We are not responsible for a Third Party Service or for anything it does with your data. We do not verify data received from a Third Party Service, and you are responsible for reviewing it. A Third Party Service may change or withdraw its interface at any time, and we may suspend or end an integration where that happens or where we reasonably consider the integration a security risk.

9.2 We may add, change or stop supporting an integration. If we stop supporting an integration that is material to your use of the Service, we will give you at least 30 days’ notice where practicable.

9.3 Card payments taken through the Service are processed by third-party payment processors. Where a processor requires you to accept its own terms before you can take payments, you must do so, and those terms govern your relationship with the processor. A payment processor is a Third Party Service for the purposes of clause 9.1 and is not our subcontractor under clause 17.4. Where it processes End Customer Data on our behalf it is a Sub-processor for the data protection purposes of the Data Processing Addendum only. When you apply to take payments, the processor collects information about your business and the people who apply for it or act on its behalf directly from you, including to verify identity and prevent fraud, and handles that information under its own terms and privacy policy. A processor also uses some payment, transaction and device information for its own purposes, such as fraud prevention, risk assessment and meeting its legal obligations, and for those purposes it acts as an independent controller, not on our instructions. We are not responsible for a processor’s decision to decline, hold, reverse or refund a payment, or for chargebacks, fraud losses or processor fees on payments you take.

10. Warranties

10.1 Our warranties. We warrant that: (a) we will provide the Service with reasonable care and skill; (b) the Service will perform materially in accordance with its documentation; and (c) we have the right to grant you the rights in this Agreement.

10.2 Your warranties. You warrant that: (a) you have authority to enter this Agreement; (b) the information you give us is accurate and you will keep it up to date; and (c) your collection and use of Customer Data, and your instructions to us, comply with Privacy Laws and other applicable laws.

10.3 Australian Consumer Law. Our services come with guarantees that cannot be excluded under the Australian Consumer Law. Nothing in this Agreement excludes, restricts or modifies any consumer guarantee, right or remedy conferred by the ACL or any other law that cannot lawfully be excluded, restricted or modified. Where our liability for breach of a non-excludable guarantee can be limited, and the services are not of a kind ordinarily acquired for personal, domestic or household use, our liability is limited, at our option, to supplying the services again or paying the cost of having them supplied again.

10.4 Other warranties excluded. Except as set out in this Agreement or required by law, the Service is provided without any other warranty, express or implied, including as to fitness for a particular purpose. You acknowledge that outputs of the Service, including AI Feature outputs and reports, are tools to assist your business decisions and are not professional, legal, financial or safety advice.

11. Liability and indemnities

11.1 Exclusions. To the extent permitted by law, neither party is liable to the other for any loss of profit, revenue, business, goodwill or anticipated savings, or for any indirect or consequential loss, arising under or in connection with this Agreement, however caused.

11.2 Cap. To the extent permitted by law, each party’s total aggregate liability to the other under or in connection with this Agreement, whether in contract, tort (including negligence), under statute or otherwise, is limited to the total Fees paid or payable by you in the 12 months immediately before the event giving rise to the claim. For claims arising from use of the Service on a free trial, each party’s total liability is limited to AUD 100 (or the equivalent shown for your region). Fees paid or payable under a paid plan that follows a free trial are counted for this clause.

11.3 Exceptions. The exclusions and cap in clauses 11.1 and 11.2 do not apply to: (a) liability that cannot be limited by law, including under clause 10.3; (b) a party’s liability for death or personal injury caused by its negligence; (c) a party’s fraud or wilful misconduct; (d) your obligation to pay Fees; or (e) a party’s liability under an indemnity in clause 11.4 or 11.5, which is instead capped at the greater of 3 times the Fees paid or payable in the 12 months immediately before the event giving rise to the claim and AUD 10,000.

11.4 Our indemnity. We will defend you against, and pay any damages finally awarded or agreed in settlement of, a third-party claim that the Service, used in accordance with this Agreement, infringes that third party’s Intellectual Property Rights. We may, at our option, modify or replace the Service to avoid the infringement, or terminate the affected part and refund prepaid Fees for the unused period and unused credits as clause 4.3 provides. This indemnity does not apply to Customer Data, to Inputs or Outputs (as defined in the AI Features Addendum), to Third Party Services, to beta, preview or free trial features, to the extent the infringement arises from use of the Service in combination with anything we did not supply, or to use of the Service in breach of this Agreement.

11.5 Your indemnity. You will defend us against, and pay any damages finally awarded or agreed in settlement of, a third-party claim (including, to the extent the law permits recovery of the amount, a regulator’s claim) to the extent it arises from: (a) Customer Data, including a claim that you collected or used End Customer Data without a lawful basis or in breach of Privacy Laws; (b) messages you send through the Service in breach of clause 3.4; (c) your use of the Service in breach of this Agreement; (d) an Output (as defined in the AI Features Addendum) you saved, sent or acted on; (e) a Third Party Service you connected; or (f) a claim by an End Customer or User relating to your business, your messages or your use of the Service. This indemnity does not apply to the extent the claim arises from our breach of this Agreement or our negligence.

11.6 Indemnity procedure. The indemnified party must notify the other promptly of the claim, give the indemnifying party control of the defence and settlement (provided any settlement does not impose obligations on the indemnified party without its consent), and give reasonable assistance at the indemnifying party’s cost. The indemnified party may participate at its own cost, and no settlement may admit fault on its behalf or restrict the operation of the Service without our consent.

11.7 Data loss. If Customer Data is lost or corrupted through our fault, our sole obligation, in addition to any non-excludable remedy, is to use reasonable efforts to restore it from the most recent backup, which may be up to 24 hours before the loss.

11.8 Time for claims. Neither party may bring a claim under or in connection with this Agreement more than 24 months after it first became aware, or ought reasonably to have become aware, of the facts giving rise to the claim. This does not apply to a claim for unpaid Fees, a claim under an indemnity in this clause 11, or a right that cannot lawfully be limited in this way, including under the Australian Consumer Law.

11.9 Mitigation. Each party must take reasonable steps to reduce any loss it suffers, including, in your case, by keeping your own records under clause 3.5 and by exporting Customer Data under clause 6.5 before your subscription ends.

11.10 Set-off. Either party may set off an undisputed or finally determined amount it owes the other against an undisputed or finally determined amount the other owes it. Disputed invoices must follow clause 4.7, and you must not withhold Fees on account of a claim that has not been agreed or determined.

12. Suspension and termination

12.1 Termination by you for convenience. You may terminate this Agreement at any time by cancelling under clause 5.3.

12.2 Termination by us for convenience. We may terminate this Agreement or discontinue the Service by giving you at least 60 days’ written notice. If we do, we will refund any Fees you have prepaid for the period after termination.

12.3 Termination for a change you do not accept. If we notify you of a material change to this Agreement (clause 16.2) or a material reduction in the Service (clause 2.3), you may terminate this Agreement by written notice given before the change takes effect or, where the change was made without advance notice as the definition of Material permits, within 30 days after we notify you of it. Your termination takes effect at the end of your current Subscription Term. Until then you keep access to the Service, and the change to this Agreement does not apply to you unless it is required by law or reasonably necessary for security. We do not refund any Fees you have paid. An increase in Fees is dealt with in clause 4.4.

12.4 Termination for breach. Either party may terminate this Agreement immediately by written notice if the other party: (a) materially breaches this Agreement and does not remedy the breach within 14 days of written notice describing it; (b) commits a material breach of this Agreement that cannot be remedied; or (c) to the extent permitted by law, becomes insolvent, enters administration or liquidation, or makes an arrangement with creditors, or fails to pay Fees when due during any period in which an insolvency-related stay prevents termination on that ground. If you terminate under this clause because of our breach we will refund any Fees you have prepaid for the period after termination.

12.5 Suspension. We may suspend your or a User’s access to all or part of the Service if: (a) Fees are overdue after the notice period in clause 4.5; (b) we reasonably believe your use breaches clause 3 or poses a security risk to the Service or others; or (c) we are required to by law. We will give you notice and, where practicable, an opportunity to fix the problem before suspending, and we will lift the suspension promptly once the problem is fixed. You remain liable for Fees during a suspension caused by your breach.

12.6 Effect of termination. On termination or expiry: (a) your right to use the Service ends; (b) you must pay all Fees accrued to the date of termination; (c) clause 13 applies to your Customer Data; and (d) clauses 1, 3.3, 3.4, 4, 6, 7, 10.3, 10.4, 11, 13, 14, 15 and 17 and any other clause that by its nature should survive, survive.

13. Your data after termination

13.1 Export before your subscription ends. You can export your Customer Data through the Service at any time during the Subscription Term (clause 6.5). Once your subscription ends you no longer have access to the Service, and we do not provide exports after that date, other than by reactivation under clause 5.4 or as the Data Processing Addendum provides for End Customer Data. If we terminate under clause 12.2, you terminate under clause 12.3, you terminate under clause 12.4 because of our breach, or you terminate under clause 5.3 of the Data Processing Addendum, we will on your written request made within 30 days after termination provide one standard export of your Customer Data at no charge. If your access is suspended for non-payment, you may export your Customer Data once all overdue Fees are paid. Customers in the European Union have the additional switching and retrieval rights in Schedule 1.

13.2 What we do with your data after termination. We are not obliged to keep Customer Data after your subscription ends, except for any period during which you may still request an export under clause 13.1, clause 10.2 of the Data Processing Addendum or Schedule 1, where those provisions apply to you. Where you request an export within an applicable request period, we will retain the Customer Data reasonably necessary to fulfil that request until we have provided the export and any applicable retrieval period has ended, unless you instruct us in writing to delete it earlier. Where you held a paid subscription, we may keep it for up to 12 months after termination or expiry so that you can reactivate your Account under clause 5.4. While we hold it we continue to protect it in accordance with this Agreement and the Data Processing Addendum and do not use it except as permitted by clause 7 or required by law.

13.3 Deletion. We will delete or irreversibly de-identify Customer Data from our production systems no later than 12 months after termination or expiry of a paid subscription (or within 30 days after an unconverted free trial ends, as clause 2.6 provides), and from our daily backups within a further 30 days in accordance with our backup rotation. Copies of Customer Data may persist in long-term archival backups kept for disaster recovery, currently for up to seven years in the Australian region; those copies are not accessed or used for any other purpose and are deleted at the end of the archive cycle. We may retain records that we are required by law to keep (such as tax and financial records) for the period the law requires, and De-identified Data and Aggregated Data under clause 7. This clause does not apply to data held by a Third Party Service you connected, to Inputs and Outputs held by an AI Provider under the AI Features Addendum, or to system logs, which are deleted under our log rotation.

13.4 Earlier deletion on request. You may ask us to delete your Customer Data earlier than clause 13.3 provides, and we will do so within 30 days of your written request, subject to clause 13.3’s legal retention exception. Data in our daily backups is deleted in accordance with our backup rotation within a further 30 days, and clause 13.3 applies to archival copies.

14. Confidentiality

14.1 Each party must keep the other’s Confidential Information confidential, use it only for the purposes of this Agreement, and disclose it only to its personnel, advisers and (in our case) Sub-processors who need to know it and are bound by equivalent obligations.

14.2 A party may disclose Confidential Information where required by law, a court or a regulator, provided it gives the other party as much notice as is lawful and practicable and discloses only what is required.

14.3 These obligations continue for 5 years after this Agreement ends, and indefinitely for Customer Data and trade secrets.

15. Intellectual property

15.1 We (and our licensors) own all Intellectual Property Rights in the Service, including its software, design, documentation, trade marks and all improvements, and in De-identified Data and Aggregated Data. Nothing in this Agreement transfers those rights to you.

15.2 If you give us feedback or suggestions about the Service you grant us a perpetual, royalty-free licence to use them without obligation to you. This does not give us any right to your Customer Data or Confidential Information.

15.3 The Workshop Software name and logo are our trade marks. You may not use them without our written consent, except to describe accurately that you use the Service.

16. Changes to this Agreement

16.1 We may change this Agreement, including the Addenda, from time to time, for example to reflect changes in the Service, in law or in our business.

16.2 If a change is material and is not in your favour, we will give you at least 30 days’ written notice by email to your Account email address before it takes effect (and may also display a notice in the Service), and you may terminate under clause 12.3 if you do not accept it. Changes that are required by law, that are in your favour, or that relate to a new feature you have not yet used, may take effect on shorter notice or on posting.

16.3 A change will not apply retrospectively. We will keep the current version and the date it took effect on our website, together with a summary of what changed.

16.4 Where you have a separately signed agreement with us, the terms of that agreement prevail over any inconsistent change under this clause unless you agree otherwise.

17. General

17.1 Notices. A notice under this Agreement must be in writing, which includes email and a notice displayed in the Service. Notices to us of breach, termination, a dispute or an indemnity claim must be sent by email to support@workshopsoftware.com with the subject line “Legal notice”; other notices may be sent to support@workshopsoftware.com. Notices to you may be sent to the email address on your Account or displayed in the Service, except that notice of a Material change, a Fee increase, suspension or termination by us will always be sent to your Account email address. A notice is taken to be received when sent or displayed, if on a Business Day before 5 pm Sydney time, and otherwise on the next Business Day, unless the sender receives a delivery failure. Nothing in this clause changes how you cancel under clause 5.3.

17.2 Force majeure. Neither party is liable for a delay or failure to perform (other than a payment obligation) caused by an event beyond its reasonable control, including natural disaster, war, terrorism, civil unrest, epidemic, failure of public utilities or telecommunications, a failure of a hosting or infrastructure provider, or a denial of service or other malicious attack that reasonable security measures could not prevent, provided it notifies the other party promptly and uses reasonable efforts to resume performance. If the event continues for more than 30 days, either party may terminate on written notice and we will refund prepaid Fees for the period after termination.

17.3 Assignment. You may not assign or transfer this Agreement without our written consent, which we will not unreasonably withhold. We may assign this Agreement to a related company or to a purchaser of our business, and will notify you if we do.

17.4 Subcontracting. We may use subcontractors and Sub-processors to provide the Service, and remain responsible for their performance, except as clause 9.3 provides for payment processors. The Data Processing Addendum governs Sub-processors of End Customer Data.

17.5 Entire agreement. This Agreement, including the documents it incorporates and your Order, is the entire agreement between the parties about its subject matter and supersedes all earlier terms, including any earlier version of our terms and conditions. Neither party has relied on any statement, demonstration, roadmap or forecast not set out in this Agreement, and the warranties in clause 10 are the only warranties given about the Service.

17.6 Severability and waiver. If a provision is invalid or unenforceable it is severed to the extent necessary and the rest of this Agreement continues. A failure to enforce a right is not a waiver of it.

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

17.8 Governing law. This Agreement is governed by the laws of New South Wales, Australia. Each party submits to the non-exclusive jurisdiction of the courts of New South Wales and courts entitled to hear appeals from them. Nothing in this clause prevents you from relying on consumer protection or privacy laws of the country in which you are located that cannot be excluded by agreement.

17.9 Dispute resolution. If a dispute arises, the parties will first try to resolve it in good faith by discussion between representatives with authority to settle it. You can raise a dispute by emailing support@workshopsoftware.com. If it is not resolved within 30 days, either party may take other action, including court proceedings. Nothing in this clause prevents a party seeking urgent interlocutory relief or making a complaint to a regulator.

17.10 Language and interpretation. This Agreement is in English. Australian English spelling is used and applies to interpretation.

17.11 No third party rights. This Agreement does not give any End Customer, User or other person a right to enforce it, except where a law or the transfer terms in Annex 3 to the Data Processing Addendum expressly provide otherwise. You are our only point of contact for your Account.

Schedule 1: Region-specific terms

These terms apply in addition to the Agreement for customers located in the regions below, and prevail over the Agreement to the extent of any inconsistency.

New Zealand

If you are in trade and acquiring the Service for business purposes, the parties agree that the Consumer Guarantees Act 1993 (NZ) does not apply, and that it is fair and reasonable that it does not, given the business nature of the Service. If the Fair Trading Act 1986 (NZ) unfair contract terms provisions apply to this Agreement, nothing in this Agreement is intended to be an unfair term. The Unsolicited Electronic Messages Act 2007 (NZ) applies to messages you send from New Zealand.

United Kingdom and European Economic Area

The Data Processing Addendum, including the UK Addendum to the EU Standard Contractual Clauses or the UK International Data Transfer Agreement (for UK customers) and the EU Standard Contractual Clauses (for EEA customers), applies to End Customer Data. Nothing in this Agreement excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or otherwise in a way that is not permitted by the law of England and Wales or the applicable EEA member state, and clause 11 is to be read accordingly.

Where Regulation (EU) 2023/2854 (the EU Data Act) applies to your use of the Service, its switching provisions apply and, to the extent of any inconsistency, prevail over this Agreement. In particular: (a) you may terminate this Agreement in order to switch to another provider or to your own infrastructure on no more than 2 months’ notice, after which the switching process will be completed within 30 days; if that is technically unfeasible we will tell you in writing within 14 working days of your request, with reasons and an alternative transitional period of no more than 7 months, and you may extend the transitional period once for a period you consider more appropriate; (b) this Agreement ends when the switching process is successfully completed or, if you tell us in writing that you do not wish to switch but only to end the Service and have your data deleted, at the end of your notice period, and we will notify you in writing when termination takes effect and confirm any remaining period for retrieving your exportable data and digital assets; (c) for at least 30 days after the switching process ends you may retrieve your exportable data and digital assets, being the input and output data, including metadata, generated directly or indirectly through your use of the Service, together with the records, files, images and configuration you have created or uploaded, but excluding our own software, Intellectual Property Rights and trade secrets, through the Service or a standard export in a structured, commonly used and machine-readable format; (d) we will not charge for switching from 12 January 2027 and until then will charge no more than the costs directly linked to the switching process; (e) we will provide reasonable assistance and information about the export formats we support and will maintain the Service during the switching process; (f) we will delete your exportable data and digital assets when the retrieval period ends (or at any later date we agree with you in writing) provided the switching process has been successfully completed, or at the end of your notice period if you have chosen not to switch under paragraph (b), or earlier at your written request; that timetable applies instead of the periods in clauses 13.2, 13.3 and 13.4 and clause 10.2 of the Data Processing Addendum, and clause 13.3 continues to apply only to records we are required by law to keep and, to the extent the EU Data Act permits, to archival backup copies, which are kept beyond use and deleted at the end of the archive cycle; and (g) we will not use your obligation to pay outstanding Fees to prevent retrieval, although those Fees remain payable.

United States

Fees are stated in US dollars. Applicable state and local sales taxes are added where required. You are responsible for compliance with the Telephone Consumer Protection Act, the CAN-SPAM Act and state telemarketing and privacy laws when messaging End Customers. The Data Processing Addendum sets out our obligations as a “service provider” or “processor” under applicable US state privacy laws. Customers in the United States contract with Workshop Software Pty Ltd, an Australian company.