Terms of Service

1. Introduction and Acceptance

These Terms of Service ("Terms") govern your access to and use of Klarr ("Service", "Platform", "we", "us", or "our"), a cloud-based inventory and business management platform operated by [COMPANY LEGAL NAME] ABN [ABN NUMBER] ("Provider").

By creating an account, accessing, or using our Service, you agree to be bound by these Terms. If you are using the Service on behalf of an organisation, you represent that you have the authority to bind that organisation to these Terms.

If you do not agree to these Terms, you must not access or use the Service.

2. Definitions

3. Account Registration and Security

3.1 Account Creation

To use the Service, you must create an Account by providing accurate, complete, and current information. You agree to update this information to keep it accurate.

3.2 Account Security

You are responsible for:

• Maintaining the confidentiality of your Account credentials
• All activities that occur under your Account
• Notifying us immediately of any unauthorised access or security breach

We recommend enabling two-factor authentication where available.

3.3 Account Restrictions

You must not:

• Share your Account credentials with third parties
• Create multiple Accounts for the same entity without our approval
• Use another person's Account without permission
• Transfer your Account without our written consent

4. Service Description and License

4.1 Service Access

Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service solely for your internal business purposes during the Subscription term.

4.2 Service Limitations

The Service is provided "as-is" for inventory and business management purposes. It is not intended as:

• A financial accounting system (though it may integrate with such systems)
• A tax compliance tool
• A legally binding record-keeping system

You are responsible for maintaining your own financial and legal records as required by applicable law.

4.3 Service Modifications

We reserve the right to modify, update, or discontinue features of the Service at any time. We will provide reasonable notice of material changes that negatively affect your use of the Service.

5. Subscription and Payment

5.1 Subscription Plans

The Service is offered under various subscription plans as described on our website. Your subscription includes the features, storage limits, and User allowances specified in your chosen plan.

5.2 Fees and Billing

• Subscription fees are charged in advance on a monthly or annual basis
• All fees are quoted in Australian Dollars (AUD) unless otherwise specified
• Fees are exclusive of GST, which will be added where applicable
• We accept payment via credit card and direct debit

5.3 Price Changes

We may change subscription fees upon 30 days' written notice. Price changes will take effect at the start of your next billing cycle. If you do not agree to a price change, you may cancel your subscription before the change takes effect.

5.4 Failed Payments

If payment fails, we will attempt to process payment again. If payment continues to fail, we may suspend your access to the Service until payment is received.

6. Free Trial

6.1 Trial Access

We may offer a free trial period for new customers. During the trial, you will have access to Service features as specified for trial accounts.

6.2 Trial Expiration

At the end of the trial period, you must subscribe to a paid plan to continue using the Service. If you do not subscribe, your Account may be suspended and your data deleted after 30 days.

7. Customer Data

7.1 Ownership

You retain all ownership rights in your Customer Data. We do not claim ownership of any data you upload to the Service.

7.2 License to Us

You grant us a limited license to use, process, and store your Customer Data solely to provide the Service and as described in our Privacy Policy.

7.3 Data Responsibility

You are responsible for:

• The accuracy and legality of your Customer Data
• Ensuring you have the right to upload and process the data
• Maintaining backups of critical data

7.4 Data Portability

You may export your Customer Data at any time using our export features. Upon termination, we will make your data available for export for 30 days before deletion.

8. Prohibited Uses

You agree not to:

• Use the Service for any unlawful purpose or in violation of any applicable laws
• Upload malicious code, viruses, or harmful content
• Attempt to gain unauthorised access to the Service or related systems
• Interfere with or disrupt the Service or servers
• Reverse engineer, decompile, or attempt to extract the source code of the Service
• Use the Service to infringe any intellectual property rights
• Resell, sublicense, or commercially exploit the Service without our written consent
• Use the Service to send spam or unsolicited communications
• Upload content that is defamatory, obscene, or otherwise objectionable
• Impersonate any person or entity

See our Acceptable Use Policy for complete details.

9. Intellectual Property

9.1 Our Intellectual Property

The Service, including all software, designs, text, graphics, interfaces, and underlying technology, is owned by us or our licensors and is protected by Australian and international intellectual property laws.

9.2 Feedback

If you provide us with suggestions, ideas, or feedback about the Service ("Feedback"), you grant us a perpetual, irrevocable, royalty-free license to use and incorporate that Feedback into the Service without compensation or attribution.

9.3 Trademarks

Klarr and associated logos are trademarks. You may not use our trademarks without prior written consent.

10. Third-Party Integrations

10.1 Third-Party Services

The Service may integrate with third-party services (such as Shopify, Amazon, accounting software). Your use of third-party services is governed by their respective terms and policies.

10.2 No Endorsement

Integration with a third-party service does not constitute our endorsement of that service. We are not responsible for the availability, accuracy, or practices of third-party services.

11. Service Availability and Support

11.1 Availability

We aim to provide high Service availability, excluding scheduled maintenance and circumstances beyond our reasonable control. We do not guarantee uninterrupted access to the Service.

11.2 Maintenance

We may perform scheduled maintenance with reasonable advance notice. Emergency maintenance may be performed without notice when necessary to protect the Service or users.

11.3 Support

Support is provided via email and chat during business hours (AEST/AEDT). Response times vary based on your subscription plan.

12. Limitation of Liability

12.1 Exclusion of Certain Damages

To the maximum extent permitted by law, we will not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to:

• Loss of profits, revenue, or business
• Loss of data or Customer Data
• Business interruption
• Cost of substitute services

12.2 Liability Cap

To the maximum extent permitted by law, our total liability arising from or related to these Terms or the Service will not exceed the fees you paid to us in the 12 months preceding the claim.

12.3 Australian Consumer Law

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

If the Australian Consumer Law applies to you as a consumer, and we fail to comply with a consumer guarantee, our liability is limited (at our option) to resupplying the services or paying the cost of having the services resupplied.

13. Indemnification

You agree to indemnify, defend, and hold harmless the Provider and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising out of or related to:

• Your use of the Service
• Your violation of these Terms
• Your Customer Data
• Your violation of any third-party rights

14. Term and Termination

14.1 Term

These Terms are effective from the date you first access the Service and continue until terminated.

14.2 Termination by You

You may cancel your subscription at any time through your Account settings. Cancellation will take effect at the end of your current billing period.

14.3 Termination by Us

We may suspend or terminate your access to the Service:

• Immediately if you breach these Terms
• With 30 days' notice for any reason
• Immediately if required by law

14.4 Effect of Termination

Upon termination:

• Your license to use the Service ends immediately
• You remain liable for any outstanding fees
• We will make your Customer Data available for export for 30 days
• After 30 days, we may delete your Customer Data

14.5 Survival

Sections relating to intellectual property, limitation of liability, indemnification, and dispute resolution survive termination.

15. Dispute Resolution

15.1 Governing Law

These Terms are governed by the laws of New South Wales, Australia, without regard to conflict of law principles.

15.2 Jurisdiction

You agree to submit to the exclusive jurisdiction of the courts of New South Wales, Australia, for any disputes arising from these Terms or the Service.

15.3 Informal Resolution

Before initiating formal proceedings, you agree to contact us to attempt to resolve any dispute informally.

16. General Provisions

16.1 Entire Agreement

These Terms, together with our Privacy Policy and any applicable Subscription terms, constitute the entire agreement between you and us regarding the Service.

16.2 Amendments

We may amend these Terms at any time by posting updated Terms on our website. Material changes will be notified to you by email or through the Service. Continued use of the Service after changes take effect constitutes acceptance of the amended Terms.

16.3 Assignment

You may not assign these Terms without our written consent. We may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of assets.

16.4 Severability

If any provision of these Terms is found invalid or unenforceable, that provision will be modified to the minimum extent necessary, and the remaining provisions will continue in full force and effect.

16.5 Waiver

Our failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision.

16.6 Force Majeure

We will not be liable for any failure or delay in performing our obligations due to circumstances beyond our reasonable control, including natural disasters, acts of government, pandemics, or infrastructure failures.

17. Contact Information

If you have questions about these Terms, please contact us: