Subscription Agreement

This agreement is between:

• Subino Pty Ltd (ACN 701 879 601, ABN 52 701 879 601), a company registered in Victoria, Australia ("Subino", "we", "us"), and
• the business that signs up for Subino ("you", the "Customer").

It covers your use of the Subino app at app.subino.com.au and any Subino phone apps.

We wrote it in plain English on purpose. If something is unclear, email support@subino.com.au and we will explain it.

You accept this agreement when you tick the box to accept it (for example when your trial or workspace is set up), start a paid plan, or sign an order form that refers to it. The person who accepts must have authority to bind the business.

In this agreement:

1.1 Account means your business's workspace in Subino.

1.2 Admin means a user you make an administrator of your Account.

1.3 AI Features means the parts of Subino that use artificial intelligence. Examples are reading supplier bills, quotes and tender emails, the chat assistant, summaries, and sorting emails.

1.4 AI Credits means the monthly allowance of AI use included in the Pro and Premium Plans.

1.5 Band means the number of users your Plan covers: up to 5, 6 to 10, or 11 to 20.

1.6 Business Day means a weekday that is not a public holiday in Melbourne, Victoria.

1.7 Customer Data means everything you or your users put into Subino. This includes files, jobs, quotes, prices, contacts, timesheets, photos, and location points from the time clock. It also includes reports and documents Subino makes from that information.

1.8 Fees means the amounts you pay us under clause 6.

1.9 Law means the laws that apply in Australia.

1.10 Plan means the subscription you choose (Essentials, Pro or Premium) and its Band, billed monthly or annually.

1.11 Privacy Policy means our privacy policy at subino.com.au/privacy.

1.12 Service means the Subino software, apps, and any support we provide under this agreement.

1.13 Sub-processor means a company we use to run the Service that may handle Customer Data. They are listed in the Privacy Policy.

1.14 User means a person who has a login to your Account.

2.1 Subino is online software for construction subcontractors, such as cladding and façade businesses. It covers estimating, quotes, job costing, purchase orders, supplier bills, progress claims, variations, a time clock, a site diary and phone use. The features in each Plan are listed on our pricing page.

2.2 We give your business a non-exclusive right to use the Service while your subscription is active. You may use it only for your own business. You cannot resell it or transfer this right to someone else.

2.3 We keep improving Subino. We may add, change or remove features. If we remove or substantially reduce a feature you pay for and rely on, we will:

• (a) give you at least 30 days' notice by email, and
• (b) let you cancel before the change happens. If you are on an annual plan, we will refund the unused part of your annual fee.

We do not need to give notice for small changes, fixes, security updates or changes the Law requires.

2.4 Some features are marked "beta" or "trial". They are new and may change or be withdrawn. We will tell you before we start charging extra for a beta feature. We will not charge for one without your agreement.

2.5 Subino connects to other services if you choose, for example Xero and email. Those services have their own terms. We are not responsible for them. If one of them changes or stops working with Subino, we will tell you and try to find another way, but we cannot promise it.

3.1 You are responsible for your Account. You decide who gets a login and what each User can see and do.

3.2 Every login counts toward your Band. This includes office staff, estimators, supervisors, foremen and site workers who log in, including those who use only the phone app. People outside your business who open a shared link (for example a builder or a supplier) are not Users and do not count.

3.3 Each login is for one person. Users must not share logins.

3.4 If you go over your Band:

• (a) We will email your Admin and tell you.
• (b) You then have 14 days to remove Users, or tell us you want to move to the next Band.
• (c) If you are still over your Band after 14 days, we will move you to the right Band from your next billing date and tell you the new price first. You can cancel instead under clause 13.
• (d) For more than 20 Users, we will agree a price with you in writing.

3.5 You must keep login details secret and use the security options Subino offers. Tell us straight away at support@subino.com.au if you think someone has got into your Account without permission.

3.6 You are responsible for what your Users do in Subino, as if you did it yourself.

4.1 We may offer a free trial. The standard trial is 14 days. If you ask, we can extend it for your business. We tell you the trial end date when the trial starts, and the app shows your Admins how many days are left.

4.2 During the trial you do not pay Fees. You do not have to give card or bank details to start a trial.

4.3 We will email you at least 3 days before the trial ends. A trial does not turn into a paid plan unless you choose a Plan and give payment details.

4.4 If the trial ends and you have not chosen a Plan, clause 11.2 applies: 14 days read-only, then the Account is locked. Clause 12.3 then applies to your data.

4.5 During a trial the Service is provided as it is, for you to test. Clause 15 still applies, and nothing removes your rights under the Australian Consumer Law.

5.1 The setup fee is $2,000. It covers:

• (a) importing your customers, suppliers and open jobs;
• (b) setting up your cost codes, price book and templates;
• (c) adding your team and their roles, and connecting Xero if you use it;
• (d) setting up your first live job together with you;
• (e) one 1-hour training session, plus access to our how-to videos; and
• (f) 30 days of priority support.

It is charged with your first monthly payment.

5.2 The setup fee is waived if you choose an annual plan.

5.3 If you cancel within 14 days of paying the setup fee, and before our first setup session with you, we will refund the setup fee in full. Otherwise the setup fee is not refundable, except as clause 5.4 or the Law requires.

5.4 If we do not deliver the setup we agreed, and we cannot fix it within a reasonable time after you tell us, we will refund the setup fee.

6.1 Prices. Fees are a monthly price for your whole business, based on your Plan and Band. Prices are in Australian dollars.

For more than 20 Users, we agree a price in writing. The pricing page or your order form shows the current prices. If an order form signed by both of us shows a different price, the order form wins.

6.2 Annual plans. An annual plan costs 10 times the monthly price, paid upfront, for 12 months of use. The setup fee is waived (clause 5.2).

6.3 Billing. Monthly plans are billed monthly in advance on the same date each month. Annual plans are billed yearly in advance.

6.4 How you pay. You pay the way your invoice shows. That is either by bank transfer to the account printed on the invoice, or, once we offer it, by card or BECS direct debit from an Australian bank account through our payment provider Stripe. If you pay through Stripe:

• (a) you authorise us, through Stripe, to charge your chosen payment method on each billing date;
• (b) if you pay by direct debit, you also accept Stripe's Direct Debit Request service agreement when you set it up, and Stripe emails you before each debit.

Subino does not see or store your full card or bank details.

6.5 Invoices. We email you an invoice or receipt for every payment.

6.6 Failed or late payments. If a payment fails, or is not paid by the billing date:

• (a) we email your Admin the same day or the next Business Day;
• (b) if you pay by card or direct debit, our payment provider tries again over the next few days;
• (c) if the payment is still unpaid 7 days after the billing date, clause 11.2 applies: your Account becomes read-only, then is locked.

We do not charge late fees or interest. If a direct debit fails, you pay any dishonour fee your bank charges you. We do not add a fee of our own.

6.7 Upgrades and downgrades.

• (a) Moving up (a higher Plan or Band) starts straight away. We charge the extra amount for the rest of the current billing period, worked out day by day.
• (b) Moving down starts at your next billing date. On an annual plan, it starts at your next renewal date.

6.8 Price changes. We may change our prices. If we do:

• (a) we will email you at least 30 days before the new price applies to you;
• (b) the new price starts at your first billing date after the 30 days;
• (c) on an annual plan, the price you paid stays fixed until the end of that year. The new price applies only from your next renewal;
• (d) if you do not accept the new price, you can cancel before it starts. You pay nothing more, and clause 13 applies.

6.9 Disputing a charge. If you think we charged you wrongly, tell us within 60 days at support@subino.com.au. If we made a mistake, we will fix it and refund you. Please talk to us before you dispute a charge with your bank or card provider.

7.1 Subino is not registered for GST at the moment. Our prices do not include GST, and we do not charge GST.

7.2 If Subino becomes registered for GST:

• (a) we will add GST (currently 10%) on top of the prices in clause 6;
• (b) we will email you at least 30 days before the first invoice with GST on it. If the Law makes us register sooner than that, we will give you as much notice as we can, and never less than 14 days;
• (c) we will give you tax invoices, so a GST-registered business can usually claim the GST back as an input tax credit;
• (d) we will not ask you to pay GST on top of Fees you paid before our registration date. This includes an annual plan you paid before that date, even if its year runs past the registration date.

7.3 If you do not want to keep going once GST is added, you can cancel under clause 13. Clause 6.8(d) applies as if this were a price change.

8.1 What each Plan includes.

• (a) Bill reading by AI is included on every Plan, with no monthly limit. It does not use AI Credits.
• (b) Pro and Premium include a monthly allowance of AI Credits for their other AI Features. The allowance depends on your Plan and Band. The pricing page and the app show it.
• (c) Essentials has no AI Credits. Its only AI Feature is bill reading.

Credits reset at the start of each calendar month (Melbourne time). Unused credits do not carry over.

8.2 Warnings and pause.

• (a) At 80% of your monthly AI Credits, we show a warning in the app to your Admins.
• (b) At 100%, AI Features that use credits pause until your credits reset next month. Bill reading and everything else in Subino keep working. You can still enter quotes and other information by hand.
• (c) We do not sell extra AI Credits at the moment. To get more before the reset, you can move to a higher Plan or Band. We may also choose to lift the pause for the rest of the month. We will never charge you for extra AI use without your agreement.
• (d) To protect the Service, there are also daily limits: up to 80 chat questions per person per day, and a daily safety limit across all of Subino. If a limit is reached, or an AI provider is down, AI Features may stop for a while. Everything else keeps working. Your Admin can also turn AI on or off for each User.

8.3 Check AI output before you rely on it. AI can make mistakes. It can misread a number, a quantity, a unit, a date, a supplier, a GST amount or a job. It can also leave things out. You must check AI output before you rely on it or send it to anyone. This matters most for:

• prices, rates and totals in quotes and estimates;
• quantities and measurements;
• supplier bills before you approve or pay them, or send them to Xero;
• progress claims, variations and anything you send to a builder or client.

AI output is a helping draft. It is not professional advice. You decide what to send, approve or pay.

8.4 What we do with AI.

• (a) To run AI Features, we send only the content needed for the task (for example a bill you uploaded) to an AI provider named in clause 9.4. The result comes back to your Account.
• (b) Anthropic (Claude) and TypeSafe (Jev): we use these providers under their business/API terms, which do not allow them to train their models on your content.
• (c) Google (Gemini): Google's own Gemini API terms apply to what we send. We send Google only the bill, email or short message text the task needs.
• (d) We do not use your Customer Data to train any AI model of our own.

8.5 Fair use. You must not use AI Features to get around your credit limits or to overload the Service, for example by scripting or automating uploads.

9.1 You own your Customer Data. We do not own it, and we do not sell it.

9.2 Our limited right to use it. You let us store, copy, process, back up, display and send Customer Data only:

• (a) to run the Service for you, including sending the emails, documents and notifications you ask Subino to send;
• (b) to give you support when you ask;
• (c) to keep the Service secure and fix faults; and
• (d) when the Law requires it.

We never use your Customer Data for any other customer, or for any other business that our directors, staff or contractors work for or own.

We may also make usage statistics that do not identify you, your Users or your clients (for example "how many quotes were created this month"). We use them to improve Subino. These statistics never include your prices, rates, margins or client lists. We will not share those with anyone else, even in anonymous form.

9.3 Where it is stored. Customer Data and files are stored by Supabase in Sydney, Australia (region ap-southeast-2).

9.4 Some processing happens overseas. Some Sub-processors process data outside Australia, mainly in the United States. This includes:

• Anthropic (Claude AI), United States: the chat assistant, job summaries, follow-ups and drafted emails, reading supplier quotes, and a backup reader for forwarded emails;
• Google (Gemini), outside Australia: reading supplier bills and forwarded tender emails, and short summaries of messages;
• TypeSafe (Jev), United States: sorting short pieces of text so the right feature handles them;
• Resend, outside Australia: sending and receiving email;
• Netlify: hosting the app's web pages;
• Apple and Google push services: phone notifications.

Each one receives only what it needs for its task.

9.5 Security. We take reasonable steps to protect Customer Data. These include:

• encryption in transit;
• keeping each customer's data separate from every other customer's;
• role-based permissions inside your Account;
• limiting our own staff access to people who need it;
• recording every time our staff open your Account in Subino, with who, when and which Account;
• multi-factor authentication on our admin systems; and
• regular backups.

No online system is perfectly secure, so we cannot promise there will never be a breach.

9.6 Sub-processors. The full, current list of Sub-processors is in section 7 of our Privacy Policy. At the date of this agreement it is: Supabase (database, login and files, Sydney), Netlify (hosting), Anthropic (Claude AI), Google (Gemini AI), TypeSafe (Jev, AI sorting), Resend (email), Apple and Google push services (notifications), Notion (messages sent through the in-app feedback form), Xero (only if you connect it) and Stripe (payments, once we offer card and direct debit). Our website also uses PostHog (analytics) and Meta / WhatsApp (website enquiries only); neither is used inside the app. If we add a Sub-processor that will handle Customer Data, we will update the Privacy Policy and email your Admin at least 14 days before. If you object for a good reason and we cannot solve it, you can cancel and we will refund any prepaid Fees for the unused period.

9.7 Data breach. If we become aware of a breach involving your Customer Data, we will tell you without undue delay. We will aim to do this within 72 hours and will tell you what we know. We will help you meet your own duties under the Notifiable Data Breaches scheme. We will also notify the regulator and affected people where the Law requires.

9.8 Privacy. We handle personal information under our Privacy Policy and follow the Australian Privacy Principles in the Privacy Act 1988 (Cth). For personal information inside Customer Data (your staff, clients and suppliers), you are responsible for collecting it lawfully and telling those people how it is used. We process it on your behalf and for the purposes in clause 9.2.

9.9 Shared links. Subino can send a document to someone outside your business as a link. Anyone who has the link can open that document without a login. Only send links to the people who should see them. You can turn a link off in the app at any time. Document links also stop working by themselves 90 days after they are made.

9.10 Your backups. Most lists in Subino can be exported at any time as a spreadsheet file (CSV) that opens in Excel. We recommend you keep your own copies of important records such as signed claims, variations and contracts.

10.1 When the time clock's location setting is on, a User's phone records its position once at clock-in and once at clock-out, if the User allows it on the phone. Subino does not track a phone between those two points. It does not track location in the background.

10.2 Your business chooses. The location setting is on for your business unless your Admin turns it off (in Settings › Time Clock). Your Admin can turn it on or off at any time. While it is on, the clock screen tells each User that location is recorded at clock in and clock out. Your business decides whether to use it, and is responsible for telling your workers (clause 10.3).

10.3 You are responsible toward your workers. If you use the location setting, you must:

• (a) tell your workers in writing, before they use it, that location is recorded at clock-in and clock-out, why, and who can see it;
• (b) get any consent the Law requires. For example, the Surveillance Devices Act 1999 (Vic) generally needs consent for tracking a person's location, and the Workplace Surveillance Act 2005 (NSW) needs 14 days' written notice to NSW workers;
• (c) follow any workplace agreement, award or policy that applies; and
• (d) use the location points only for lawful workplace purposes, such as confirming site attendance and pay.

10.4 We give you the tool. You decide whether and how to use it with your workers. If a worker asks us about their location data, we will refer them to you, as the Privacy Policy says.

11.1 We may suspend or limit the Service only as this clause allows. We will always try to choose the smallest step that fixes the problem.

11.2 Unpaid Fees or trial ended. If Fees are unpaid 7 days after the billing date (clause 6.6), or a trial ends without a Plan (clause 4.4):

• (a) Read-only for 14 days. Your Users can log in, see and export Customer Data. They cannot create or change records. We email your Admin when read-only starts, and again at least 3 days before the lock.
• (b) Locked after 14 days. If you still have not paid or chosen a Plan, the Account is locked. Users cannot open the Account or its data. Your Customer Data is kept as clause 12.3 says.
• (c) Reactivation. If you pay what is owed (or choose a Plan) before deletion, we unlock the Account within one Business Day. Nothing is lost. We do not charge a reactivation fee.

11.3 Security or harm. We may suspend all or part of your Account straight away if we reasonably believe that:

• (a) your Account has been accessed without permission;
• (b) your use is putting the Service, other customers or their data at real risk; or
• (c) the Law, a court or a regulator requires it.

We will tell you as soon as we can, explain why, and restore access as soon as the problem is fixed. We will not charge Fees for any time we suspend you under (a) or (b) when the cause was not your fault.

11.4 Serious breach of acceptable use. If you breach clause 14, we will tell you and give you a reasonable time to fix it, usually 5 Business Days. If the breach is serious and continuing (for example sending spam or illegal content through Subino), we may suspend the affected feature straight away and then tell you.

12.1 Exporting while active. Your Users can export most lists from the app at any time (clause 9.10).

12.2 Full export. At any time while your Account is active, read-only or locked, an Admin can ask for a full export at support@subino.com.au. We will provide it within 10 Business Days. It includes your records in a common format (such as Excel/CSV) and your uploaded files in a zip file. A full export is free once when you leave, and once a year while you are a customer. Any other full export is charged at our reasonable cost, and we tell you the price before we start.

12.3 Deletion after you leave. After your subscription ends, or after your Account is locked and stays locked:

• (a) we keep your Customer Data for 90 days, so you can export it or come back;
• (b) we email your Admin at least 14 days before the 90 days end;
• (c) after the 90 days we permanently delete Customer Data from the live system. Copies in our backups are deleted on the normal backup cycle, within a further 30 days;
• (d) you can ask us in writing to delete your data sooner, or to keep it longer. If you ask us to keep it longer, we may charge a storage fee we agree with you first.

12.4 We may keep a small amount of information after deletion where the Law requires it, for example invoices and payment records for tax. We keep it only for that purpose.

12.5 Records you may need later. Construction records are often needed years later for warranties, disputes or tax. Export them before you leave. We will not have them after deletion.

13.1 Term. This agreement starts when you accept it. It continues until you or we end it under this clause.

13.2 Monthly plans: cancel any time. There is no lock-in and no minimum term. Cancel by emailing support@subino.com.au, or from the app's billing settings once the app offers them. Cancellation takes effect at the end of the month you have already paid for. You keep full access until then. We do not refund part-months, except where clause 13.6 or the Law requires.

13.3 Annual plans.

• (a) Renewal. Before your annual plan ends, we email you a reminder at least 30 days before the renewal date. The email states the renewal price and how to switch to monthly or cancel. If you do nothing, the plan renews for another 12 months at that price.
• (b) Forgot to cancel. If you tell us within 14 days after an annual renewal that you did not want it, we will cancel and refund that renewal payment in full. If your Users kept working in Subino after the renewal date, we keep the monthly price for one month.
• (c) Cancelling during the year. You can cancel an annual plan at any time. We will refund the unused months, worked out like this: the amount you paid, minus the monthly price for each month (or part month) you used. If that number is zero or less, there is no refund. You pay nothing extra. For example, an annual Pro plan for up to 5 users costs $4,500. If you cancel after 4 months, the refund is $4,500 − (4 × $450) = $2,700.
• (d) The setup fee waived for annual plans is not charged back if you cancel.

13.4 Ending for a breach. Either of us may end this agreement by written notice if the other:

• (a) seriously breaches it, and does not fix the breach within 14 days after written notice describing it; or
• (b) becomes insolvent, goes into administration or liquidation, or stops carrying on business, where the Law allows ending the agreement for this.

For unpaid Fees, clause 11.2 applies before we end the agreement.

13.5 Subino ending without a breach. We may end this agreement for any reason by giving you at least 60 days' written notice. Examples are closing a product or leaving the market.

13.6 Refunds when it is our fault or our choice. If you end the agreement under clause 13.4 because of our breach, or we end it under clause 13.5, or you cancel because of a change under clause 2.3, 6.8, 7.3, 9.6 or 21, we refund any Fees you prepaid for the period after the end date, worked out day by day.

13.7 When the agreement ends:

• (a) your right to use the Service stops;
• (b) clause 12 applies to your Customer Data;
• (c) you pay any Fees owing up to the end date; and
• (d) clauses that should continue do continue. These include clauses 9 (your data), 12 (export and deletion), 15 (liability), 16 (indemnities), 17 (confidentiality), 19 (disputes) and 22 (general).

14.1 You and your Users must not use Subino to:

• (a) break the Law, or help someone else break it;
• (b) send spam. This includes marketing emails or other messages sent without consent, without identifying your business, or without a working unsubscribe, against the Spam Act 2003 (Cth);
• (c) upload viruses, malware or content you have no right to use;
• (d) store content that is defamatory, harassing, discriminatory or unlawful;
• (e) try to get into another customer's data, test our security without written permission, or get around limits in the Service;
• (f) overload the Service, or scrape or copy it by automated means, except through features we provide for that;
• (g) copy, reverse-engineer or resell Subino, or use it to build a competing product; or
• (h) store health or medical information, tax file numbers, passport or driver licence numbers, or full card numbers. Subino has no fields for these and is not built to hold them. Bank details that are printed on a supplier's bill or on your own documents are fine.

14.2 You must follow the rules of any connected service you use through Subino (for example Xero).

15.1 Your rights under the Australian Consumer Law. Nothing in this agreement excludes, restricts or changes any right or remedy you have under the Australian Consumer Law (ACL) or other Law that cannot be excluded. This includes the consumer guarantees. For example, services must be supplied with due care and skill. If your business buys services costing $100,000 or less, the consumer guarantees can apply to you even though you are a business.

15.2 Limit on guarantee remedies. Where the ACL allows it, our liability for failing to meet a consumer guarantee is limited, at our choice, to supplying the services again or paying the cost of having them supplied again. This applies only where the Service is not of a kind ordinarily bought for personal, domestic or household use, and only where the ACL allows the limit.

15.3 What we do promise. We will provide the Service with due care and skill, and as described in our pricing and help pages in all important ways. Beyond that, and to the extent the Law allows, we do not promise that the Service will be error-free or never interrupted.

15.4 No indirect loss, for either of us. To the extent the Law allows, neither of us is liable to the other for:

• (a) loss of profit, revenue, contracts or business opportunity; or
• (b) any indirect or consequential loss, meaning loss that does not arise naturally in the usual course of things from the breach;

even if it was foreseeable.

15.5 Cap, the same for both of us. To the extent the Law allows, each party's total liability to the other under or in connection with this agreement is limited to the greater of:

• (a) the total Fees you paid in the 12 months before the event that caused the claim; or
• (b) $1,000.

Data breach cap. For a data breach involving your Customer Data that was caused by our failure to take the security steps in clause 9.5, a separate, higher cap applies: 3 times the amount above. This separate cap does not use up the normal cap.

15.6 What the cap and clause 15.4 do not cover. Clauses 15.4 and 15.5 do not limit:

• (a) your obligation to pay Fees that are properly owed;
• (b) liability for fraud, wilful misconduct, death or personal injury;
• (c) a party's liability for breach of confidentiality (clause 17). This paragraph does not cover a data breach involving Customer Data; the data breach cap in clause 15.5 applies to that instead; or
• (d) anything the Law says cannot be limited.

15.7 Your part. Each party's liability is reduced to the extent the other party, or its Users or contractors, caused or contributed to the loss. For example, our liability is reduced where AI output was not checked as clause 8.3 requires, a login was shared, or a shared link was forwarded.

15.8 Things outside anyone's control. Neither of us is responsible for a delay or failure caused by events outside reasonable control. Examples are a major internet or cloud outage, a natural disaster, war or a government order. The affected party must tell the other and try to reduce the impact. If such an event stops the Service for more than 14 days in a row, either of us can end this agreement, and clause 13.6 applies.

16.1 From us to you. If someone claims that your normal use of Subino infringes their intellectual property rights, we will defend you and pay any damages and costs a court awards, or any settlement we agree. This applies if you tell us promptly, let us run the defence, and help us reasonably. We may also change Subino so it no longer infringes, get you the right to keep using it, or end the agreement and refund prepaid Fees for the unused period.

16.2 From you to us. You will cover our reasonable losses and costs from a claim by a third party (for example one of your workers, clients or suppliers) to the extent the claim arises from:

• (a) Customer Data you had no right to upload or use;
• (b) your breach of clause 10 (location) or clause 14 (acceptable use); or
• (c) your breach of privacy or spam law in how you use Subino.

16.3 Each indemnity is reduced to the extent the party claiming it caused or contributed to the loss. Each indemnity sits inside the cap in clause 15.5 and counts toward it. This keeps them mutual and modest.

17.1 Each of us will keep the other's confidential information secret. Each of us will use it only for this agreement. Your Customer Data, prices and client lists are your confidential information. Our non-public product plans, pricing deals and security details are ours.

17.2 Each of us may share confidential information with our own staff, advisers and Sub-processors who need it and who keep it confidential, or where the Law requires.

17.3 This does not apply to information that is already public through no one's fault, or that the receiving party already had or developed independently.

18.1 Ours. Subino, its software, design, name, logo and help content belong to Subino Pty Ltd or its licensors. This agreement gives you a right to use Subino, not to own it.

18.2 Yours. Your Customer Data, logos, templates, price lists and documents remain yours (clause 9.1).

18.3 Feedback. If you suggest an improvement, we may use the idea without paying you. We will not name you or share your Customer Data when we do.

19.1 If there is a dispute, please email us first at support@subino.com.au. The person responsible on each side (for us, the director) will try to solve it within 20 Business Days.

19.2 If that does not work, either of us may ask the Victorian Small Business Commission to help, or agree to use another mediator. Each of us pays our own costs of mediation and shares the mediator's fee equally.

19.3 This clause does not stop either of us from going to a court or tribunal for urgent relief, or from contacting a regulator.

20.1 Support. Email support@subino.com.au. Support hours are 9 am to 5 pm, Monday to Friday, Melbourne time, on Business Days.

20.2 Our response targets. These are targets, not guarantees. They count only support hours:

20.3 Uptime target. We aim for the Service to be available 99.5% of each month, not counting planned maintenance. This is a target, not a guarantee, and there are no service credits. Where we can, we do planned maintenance outside Australian business hours and give at least 24 hours' notice of anything that may interrupt use.

20.4 If the Service is badly down for a long time, your rights under clause 15.1 (the ACL) and clause 13.4 (ending for breach) still apply.

21.1 We may update this agreement, for example for new features, new Law or new Sub-processors.

21.2 For a change that could disadvantage you, we will email your Admin at least 30 days before it takes effect. The email will explain the change in plain words. If you do not accept it, you can cancel before it starts. Clause 13.6 applies, so annual customers get a refund of the unused period.

21.3 For a change that does not disadvantage you, for example fixing a typo, adding a new feature or clarifying wording, we may update the agreement and publish the new version with its date.

21.4 A change will not apply to a dispute that started before the change.

21.5 If we want to change the agreement in a way that is not allowed by this clause, we need your written agreement.

22.1 Notices. We send notices to the email address of your Account's main Admin, which you must keep up to date. You send notices to support@subino.com.au. An email counts as received on the next Business Day after it is sent, unless the sender gets a message that it was not delivered.

22.2 Whole agreement. This agreement, your order form (if any), the pricing page and the Privacy Policy are the whole agreement between us about Subino. If they conflict, this order applies: a signed order form, then this agreement, then the Privacy Policy, then the pricing page.

22.3 Assignment. You may transfer this agreement to someone who buys your business, if you tell us in writing. We may transfer it to someone who takes over Subino, if they agree to be bound by it and you are no worse off. We will tell you first. If you do not agree, you can cancel, and clause 13.6 applies.

22.4 Subcontractors. We may use Sub-processors and contractors. We remain responsible for what they do for us under this agreement.

22.5 If part is invalid. If a court finds part of this agreement invalid or unfair, that part is removed. The rest still applies.

22.6 No waiver. If one of us does not enforce a right straight away, we can still enforce it later.

22.7 Relationship. We are independent businesses. This agreement does not make us partners, employer and employee, or agents of each other.

22.8 Governing law. The law of Victoria, Australia governs this agreement. Both of us accept that the courts and tribunals of Victoria (and the courts that hear appeals from them) can hear disputes.

22.9 Language. If this agreement is translated, the English version applies.