SaaS User Agreement

1. Formation of this Agreement

This SaaS User Agreement ("Agreement") is a binding contract between the Provider and the person or organisation that registers a workspace on FinishSchedule ("Customer", "you"). By registering a workspace, clicking to accept, or otherwise accessing or using FinishSchedule (the "Service"), you confirm that you have authority to bind the organisation you represent and you accept this Agreement on its behalf. If you do not have that authority, or do not agree to this Agreement, you must not use the Service. This Agreement applies from the date of that acceptance ("Effective Date") and continues until terminated under section 15.

2. Definitions

• "Authorised User" means a staff member the Customer's workspace Owner invites into the workspace as an editor or viewer.
• "Client User" means a third party the Customer grants access to a project via a shared link, without a Service account.
• "Customer Content" means all data, text, images, and other material submitted to the Service by the Customer, an Authorised User, or a Client User.
• "Order" means the plan (OPC, Standard, Pro, or Custom) and billing interval the Customer selects at signup or upgrade, as shown on the pricing page or agreed in a separate order form for Custom plans.
• "Owner" means the individual who registered the Customer's workspace, or any Authorised User the Owner later designates as Owner.

3. The Service

The Provider grants the Customer a limited, non-exclusive, non-transferable right to access and use the Service during the term of this Agreement, solely for the Customer's own internal business purposes and subject to the Order's plan limits (project count, seats, and export features). This right does not extend to any third party except Authorised Users and Client Users acting on the Customer's behalf and within the scope the Customer grants them. The Provider may modify, add to, or discontinue features of the Service at its discretion, provided that a discontinuation materially reducing paid-plan functionality will not take effect for existing paid subscribers without at least 30 days' notice.

4. Registration, accounts, and workspace responsibility

The Customer must provide accurate registration information and keep login credentials confidential. The Customer is responsible for all activity that occurs under its workspace, including actions taken by Authorised Users and anyone who accesses the Service using credentials or shared links the Customer or its Authorised Users issued, whether or not the Customer authorised the specific action. The Customer must notify the Provider promptly of any suspected unauthorised access.

5. Client User access

Client Users access a project solely through a link the Customer chooses to share, do not hold a Service account, and receive no rights beyond viewing the shared project and submitting comments, photos, or sign-off where the Customer has enabled it. The Customer is solely responsible for deciding who receives a share link and for any consequence of sharing it, including revoking access when appropriate. Section 8 (Acceptable Use) applies to Client Users to the same extent as the Customer.

6. Fees, billing, and taxes

Fees for a paid plan are as stated in the Order at the time of purchase, in Australian dollars, exclusive of GST and any other applicable taxes unless stated otherwise. Paid plans are billed in advance for the selected interval (monthly or annual) and renew automatically for successive periods of the same length until cancelled in accordance with section 7. The Customer authorises the Provider (via its payment processor) to charge the payment method on file for all fees when due. The Provider may increase fees or change plan inclusions on renewal by giving the Owner at least 30 days' notice before the change takes effect; continued use of a paid plan after that date constitutes acceptance of the new fees. Overdue amounts may result in suspension under section 15.3.

7. Cancellation, downgrades, and refunds

The Customer may cancel a paid plan at any time from workspace settings. Cancellation takes effect at the end of the then-current billing period; the Customer retains paid-plan access until that date and is not entitled to a refund or credit for the unused portion of that period, except where required by the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) or other law that cannot lawfully be excluded. On downgrade or cancellation, if the workspace holds more active projects than the resulting plan permits, the oldest projects (by creation date) remain active and any excess are flagged for archiving; no Customer Content is deleted solely as a result of a downgrade. Where a free trial is offered, its scope and duration are disclosed at signup; an active paid subscription is required to keep using the Service once the trial ends.

8. Acceptable use

The Customer must not, and must ensure Authorised Users and Client Users do not, use the Service to:

• upload or transmit unlawful, defamatory, or infringing content;
• infringe any person's intellectual property, privacy, or other legal rights;
• attempt to gain unauthorised access to another workspace, account, or any part of the Service's infrastructure;
• probe, scan, scrape, or load-test the Service, or otherwise interfere with its normal operation or security;
• reverse-engineer, decompile, or attempt to derive the source code of the Service, except to the extent this restriction is not permitted by law; or
• use the Service to build or support a product that competes with it.

A clear or repeated breach of this section entitles the Provider to suspend or terminate the workspace under section 15.

9. Customer Content

As between the parties, the Customer retains all right, title, and interest in Customer Content. The Customer grants the Provider a non-exclusive, worldwide, royalty-free licence to host, store, reproduce, and display Customer Content solely to provide, maintain, and support the Service for the Customer and those it grants access to. The Provider does not use Customer Content for advertising, does not sell it, and does not use it to train any model made available to parties outside the Customer's workspace. The Customer is solely responsible for the accuracy, legality, and appropriateness of Customer Content and for having all rights and consents needed to submit it (including any photos or comments a Client User submits through a shared link).

10. Provider intellectual property

The Service — including its software, source code, design, workflows, documentation, and the FinishSchedule name and branding — and all intellectual property rights in it, are and remain the exclusive property of the Provider and its licensors. Nothing in this Agreement transfers any such right to the Customer. The Customer receives only the limited right of use described in section 3. If the Customer or an Authorised User submits feedback or suggestions about the Service, the Provider may use that feedback without restriction or obligation to the Customer.

11. Confidentiality

Each party may disclose non-public business, technical, or pricing information to the other in connection with this Agreement ("Confidential Information"). The receiving party must use Confidential Information only to perform its obligations or exercise its rights under this Agreement, must not disclose it to any third party except to personnel, contractors, or service providers who need it for that purpose and are bound by confidentiality obligations at least as protective as this section, and must protect it using no less care than it uses for its own confidential information of similar sensitivity. This section does not apply to information that is or becomes public other than by the receiving party's breach, was already lawfully held by the receiving party, or must be disclosed by law (in which case the disclosing party will be given notice where legally permitted).

12. Privacy and data protection

The Provider collects and handles personal information in accordance with its Privacy Policy, which is incorporated into this Agreement by reference, and with the Australian Privacy Act 1988 (Cth). The Customer is responsible for ensuring it has a lawful basis to submit any personal information of its staff or clients to the Service, including any Client User's name, comments, or photos. The Provider may engage subprocessors (e.g. its hosting provider and payment processor) to help deliver the Service and remains responsible for those subprocessors' compliance with this section.

13. Third-party services

Payments are processed by Stripe; the Provider does not receive or store the Customer's full card details. The Service may otherwise link to, integrate with, or rely on third-party services (e.g. hosting infrastructure). The Provider is not responsible for the acts, omissions, or unavailability of third-party services except to the extent caused by the Provider's own breach of this Agreement.

14. Availability, support, and disclaimers

The Provider will use reasonable efforts to keep the Service available and will aim to give reasonable notice of planned maintenance, but does not guarantee uninterrupted, error-free, or continuously available operation, and no specific uptime commitment applies unless separately agreed in writing. Except as expressly stated in this Agreement, the Service is provided "as is" and "as available", and, to the fullest extent permitted by law, the Provider disclaims all implied warranties and conditions, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement. Nothing in this Agreement excludes, restricts, or modifies any guarantee, right, or remedy the Customer has under the Australian Consumer Law or any other law that cannot lawfully be excluded, restricted, or modified.

15. Suspension and termination

15.1 By the Customer. The Customer may stop using the Service and close its workspace at any time; this does not entitle it to a refund except as set out in section 7.

15.2 By the Provider for convenience. The Provider may terminate this Agreement on 30 days' written notice to the Owner.

15.3 By the Provider for cause. The Provider may suspend access immediately, or terminate this Agreement on written notice, if: (a) the Customer breaches section 8 (Acceptable Use); (b) a payment is overdue and remains unpaid 14 days after notice; (c) the Provider reasonably suspects fraud, unlawful use, or a security risk to the Service or other customers; or (d) required to comply with law.

15.4 Effect of termination. On termination, the Customer's right to access the Service ends. The Provider will retain Customer Content for a reasonable period (at least 14 days, except where termination is for a section 8 breach or suspected unlawful conduct) to allow the Customer to export it, after which the Provider may delete it. Sections of this Agreement that by their nature should survive termination (including sections 9–14, 16, and 18–24) survive.

16. Indemnity

The Customer will indemnify and hold the Provider harmless from and against any third-party claim, loss, liability, and reasonable expense (including legal costs) arising from: (a) Customer Content, including any claim that it infringes a third party's rights or was submitted without the necessary consents; (b) the Customer's or an Authorised User's or Client User's breach of this Agreement or applicable law; or (c) a dispute between the Customer and its own clients or staff relating to the Service. This indemnity does not apply to the extent the claim results from the Provider's own breach of this Agreement or negligence.

17. Limitation of liability

To the fullest extent permitted by law: (a) neither party is liable to the other for any indirect, special, incidental, or consequential loss, or for loss of profits, revenue, business opportunity, or data, arising out of or relating to this Agreement, even if advised of the possibility of such loss; and (b) each party's total aggregate liability arising out of or relating to this Agreement, whether in contract, tort (including negligence), or otherwise, is limited to the total fees paid or payable by the Customer to the Provider in the 12 months immediately before the event giving rise to the claim. These limitations do not apply to: the Customer's payment obligations; a party's indemnity obligations for third-party intellectual-property infringement or confidentiality breaches; or liability that cannot lawfully be limited or excluded, including certain liability under the Australian Consumer Law.

18. Force majeure

Neither party is liable for any failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including natural disaster, internet or utility outage, denial-of-service attack, or act of government, provided the affected party gives prompt notice and uses reasonable efforts to resume performance. This section does not excuse the Customer's payment obligations for Service already provided.

19. Changes to this Agreement

The Provider may update this Agreement from time to time to reflect changes to the Service, legal or regulatory requirements, or its business practices. If a change is material, the Provider will give the Owner at least 30 days' notice (by email or an in-app notice) before it takes effect. Continued use of the Service after a change takes effect constitutes acceptance of the updated Agreement; if the Customer does not agree to a material change, its remedy is to cancel under section 7 before the change takes effect.

20. Assignment

The Customer may not assign or transfer this Agreement, in whole or in part, without the Provider's prior written consent, not to be unreasonably withheld. The Provider may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its relevant business assets, provided the assignee agrees to be bound by this Agreement.

21. Notices

Notices to the Customer may be given to the email address associated with the workspace Owner's account or via an in-app notice, and are treated as received when sent. Notices to the Provider must be given in writing to the contact details in section 24.

22. Dispute resolution

Before commencing court proceedings (except for urgent injunctive relief, or a claim for unpaid fees), each party will give the other written notice of a dispute and the parties' senior representatives will use reasonable efforts to resolve it in good faith within 30 days, including by mediation if both parties agree, before either party escalates to litigation.

23. Governing law and jurisdiction

This Agreement is governed by the laws of [State/Territory], Australia, and each party irrevocably submits to the non-exclusive jurisdiction of the courts of that State or Territory and courts of appeal from them.

24. General

This Agreement, together with the Order and the Privacy Policy, is the entire agreement between the parties regarding the Service and supersedes all prior discussions or agreements on that subject. If any provision of this Agreement is found unenforceable, the remaining provisions continue in full force, and the unenforceable provision will be read down to the minimum extent needed to make it enforceable. A party's failure to enforce a provision is not a waiver of it. Neither party is the agent, partner, or joint venturer of the other. Questions about this Agreement can be directed to [contact email].