“Affiliate” means an entity that Controls, is Controlled by, or is under common Control with a party.
“Claim” means any claim, demand, action or proceeding.
“Confidential Information” has the meaning in clause 10.
“Control” means direct or indirect control of > 50 % of the voting interests.
“Customer Data” means any data that Customer (or its Users) inputs into the Service.
“Expense” means an invoice or receipt submitted to the Service for processing (whether or not subsequently published to a downstream system).
“Fees” means the fees calculated under clause 4.
“Service” means the Invoice Harbour cloud service.
“User” means an individual the Customer permits to access the Service.
“Documentation” means the user manuals, online help files, training materials and specifications that Provider makes available in connection with the Service.
“Effective Date” means the date the Order Form is signed by both parties, or the date Customer first accesses the Service (whichever is earlier).
“Order Form” means the ordering document executed by the parties that specifies the Service, unit rates, usage limits, Subscription Term and other commercial terms.
“Privacy Policy” means Provider’s then-current privacy policy available at https://www.invoiceharbour.com/privacy/
2.1 Access. Upon acceptance of an Order Form and payment of all applicable Fees, Provider grants Customer a non‑exclusive, non‑transferable right for its Users to access and use the Service and Documentation solely for Customer’s internal business purposes during the Subscription Term.
2.2 Onboarding. Provider will assist Customer with initial configuration and data import at no additional charge as reasonably required to commence production use of the Service.
2.3 Service commitment. Provider will use commercially reasonable efforts to make the Service available and to respond to support requests during NSW business hours.
3.1 Acceptable use. Customer must not (and must ensure Users do not):
3.2 Co‑operation. Customer will provide timely access to personnel, information and systems reasonably required for onboarding and support.
4.1 Per‑expense fees. Except as stated in clause 2.2, the sole charges for the Service are usage‑based Fees calculated on the number of Expenses processed in a billing period, regardless of whether an Expense is ultimately published to an external system. Unit rates are set out in the Order Form.
4.2 Fees are invoiced monthly in arrears and payable within 28 days of invoice date by electronic funds transfer.
4.3 Unpaid amounts may accrue interest at 1 % per month.
4.4 GST. All Fees are expressed exclusive of goods and services tax (GST). If a supply under this Agreement is subject to GST, Customer must pay Provider an additional amount equal to the GST payable, at the same time and in the same manner as the Fees.
4.5 Price changes. Provider may adjust the unit rates for Expenses by giving at least 30 days’ written notice. Revised rates apply from the next billing cycle unless Customer terminates the Agreement under clause 13.1 before the change takes effect.
Provider may modify the Service from time to time, provided such changes do not materially diminish the functionality purchased. Material amendments to these Terms will take effect 30 days after written notice; continued use constitutes acceptance.
All intellectual property rights in the Service remain with Provider and its licensors. Customer retains ownership of Customer Data. Customer grants Provider a non‑exclusive license to use Customer Data solely to provide and improve the Service.
7.1 Compliance. Provider is bound by the Privacy Act 1988 (Cth) and the Australian Privacy Principles. A separate Privacy Policy—publicly available at https://www.invoiceharbour.com/privacy/ —sets out what personal information is collected and how it is handled.
7.2 Data location. Customer Data is stored in AWS ap‑southeast‑2 (Sydney).
7.3 Authorised sub‑processors. To deliver and improve the Service, Provider may engage reputable third‑party sub‑processors (for example, cloud infrastructure, managed database, hosting and AI‑model providers). Some are located outside Australia. A current list is maintained at https://invoiceharbour.com/subprocessors. Provider will: (a) impose confidentiality and security safeguards equivalent to those in this Agreement; and (b) remain liable for each sub‑processor’s acts and omissions.
Provider maintains industry‑standard administrative, physical and technical safeguards. Provider will notify Customer of any unauthorised access to Customer Data without undue delay and co‑operate with Customer’s reasonable remediation efforts.
9.1 Provider warrants that it will provide the Service with due care and skill during the Subscription Term.
9.2 Australian Consumer Law (ACL). Where Customer acquires the Service as a consumer under the ACL or the supply is < AUD 100,000, statutory guarantees may apply that cannot be excluded. Where permitted, Provider’s liability for breach of such guarantees is limited to resupply of the Service or refund of the Fees for the period affected.
Each party (“Recipient”) must keep confidential all information disclosed by the other (“Discloser”) that is marked or reasonably understood to be confidential, and use it solely to perform this Agreement. This clause survives 3 years after termination.
11.1 IP indemnity. Provider will defend any Claim alleging that the Service infringes third‑party IP rights and pay resulting damages awarded or settled, provided Customer gives prompt notice and assistance. Provider may (at its option) procure a licence, modify the Service or terminate the Agreement with a pro‑rata refund.
11.2 Customer indemnity. Customer indemnifies Provider against Claims arising from Customer Data or breach of clause 3.
12.1 Neither party is liable for: (a) indirect or consequential loss; (b) loss of profit, revenue, goodwill or data; or (c) punitive damages.
12.2 Aggregate cap. Except for liability that cannot be excluded at law, each party’s total liability in any 12‑month period is limited to the Fees paid or payable in that period.
13.1 Subscription Term. The Agreement starts on the Effective Date and continues for an initial Subscription Term of one (1) month. It then renews automatically for successive one‑month periods unless either party gives 30 days’ written notice before the end of the then‑current term.
13.2 Termination for breach. A party may terminate for material breach if the breach is not cured within 30 days’ written notice.
13.3 Suspension. Provider may suspend access immediately if Customer’s use threatens Service security, infringes IP rights, or Customer is 30 days overdue on Fees.
13.4 Data retrieval. Upon termination or expiry, Customer’s access ends and Provider will delete or return Customer Data within 30 days, except as required to be retained by law.
Before starting court proceedings (except for urgent injunctive relief) a party must give the other a dispute notice and senior executives must meet (in person or remotely) within 14 days to seek good‑faith resolution. If unresolved after 30 days, either party may litigate in the courts of New South Wales, Australia. This Agreement is governed by the laws of New South Wales, Australia.
15.1 Assignment. Neither party may assign this Agreement without the other’s consent, except to an Affiliate or on business divestment.
15.2 Force Majeure. Neither party is liable for failure caused by events beyond reasonable control.
15.3 Notices. Notices must be in writing and delivered by email to the addresses in the Order Form. Emails are deemed received when the sender’s email system confirms transmission.
15.4 Entire agreement. This Agreement, the Order Form and any referenced policies constitute the entire agreement and supersede all prior proposals or discussions.
15.5 Severability. If any provision is unenforceable, it will be read down or severed to the extent necessary without affecting the remaining provisions.
Last updated: 1 Sept, 2025