Terms and Conditions

Novus Place Pty Ltd (ACN 644 095 367, ABN 34 644 095 367) ("we", "us", "our"), trading as Brieff, provides an AI meeting intelligence and workflow platform for accounting and advisory firms ("Brieff").

These Terms and Conditions ("Terms") explain the terms on which you may access and use Brieff. Please read them carefully. By creating an account, subscribing to Brieff, accessing Brieff, inviting users or clients to use Brieff, or otherwise using the Services, you agree to these Terms.

If you use Brieff on behalf of a company, firm, partnership, trust or other entity, you represent and warrant that you have authority to bind that entity to these Terms. In that case, "you" and "your" refer to that entity, except where the context requires otherwise.

1. Definitions

In these Terms:

"Account" means the Brieff account created for a Customer.

"Agreement" means these Terms, together with any Order, plan details, pricing terms, notices, policies or additional terms expressly incorporated into these Terms.

"AI Features" means any artificial intelligence, machine learning, automated transcription, summarisation, classification, drafting, extraction, suggestion or similar feature made available through Brieff.

"AI Output" means content, summaries, notes, transcripts, action items, suggestions, classifications, responses or other outputs generated by or through AI Features.

"Authorised User" means a person authorised by a Customer to access and use the Services on the Customer's behalf, including firm owners, administrators, advisors, members, employees, contractors or other authorised personnel.

"Brieff IP" has the meaning given in clause 8.1.

"Client Contact" means a client, contact, meeting attendee or other external person who is invited or permitted to access a client-facing or limited-access part of the Services, including a portal, magic link, shared package, check-in, recording link or similar feature.

"Confidential Information" means information disclosed by one party to the other in connection with the Services that is confidential by nature or by the circumstances of disclosure. It includes business, technical, financial, operational, security, product, customer and client information. It does not include information that is publicly available other than because of a breach of these Terms.

"Customer" means the person or entity that creates an Account, subscribes to the Services, accepts an Order or otherwise uses Brieff as a customer.

"Customer Data" means data, content, records, files, materials and information submitted to, uploaded to, created in, processed through, transmitted through or generated through the Services by or on behalf of a Customer. Customer Data may include client records, contact records, meeting details, recordings, transcripts, summaries, notes, actions, check-ins, messages, files, integration data and AI Output.

"Fees" means the fees payable for the Services, including subscription fees, usage fees, add-on fees, taxes and any other amounts described in an Order, pricing page, checkout flow, invoice or in-product billing page.

"Intellectual Property Rights" means all intellectual property and proprietary rights anywhere in the world, including copyright, trade marks, patents, designs, database rights, domain names, know-how, trade secrets, moral rights and similar rights, whether registered or unregistered.

"Order" means an order form, checkout page, pricing-page selection, in-product subscription selection, written agreement or other ordering process accepted by you and us for the Services.

"Privacy Policy" means Brieff's privacy policy available on our website, as updated from time to time.

"Recording" means any audio, video, screen, meeting, call or similar recording captured, uploaded, processed, stored, shared or accessed through the Services.

"Related Body Corporate" has the meaning given in the Corporations Act 2001 (Cth).

"Services" means the Brieff platform, Website, web application, APIs, software, AI Features, meeting intelligence features, client workflow features, integrations, support services and related services that we make available.

"Subscription Plan" means the subscription tier, billing period, usage entitlement, plan limit, add-on or other service package selected by you or otherwise set out in an Order.

"Third-Party Services" means third-party platforms, applications, integrations, APIs, infrastructure, communication services, payment services, AI providers, transcription providers, analytics services, identity providers, cloud providers and other third-party services used with, connected to, or supporting the Services.

"Website" means brieff.io, any Brieff website, any Brieff application domain, any Brieff support domain, Brieff-operated social media pages and any successor or related site operated by us.

2. Access to the Services

2.1 Access rights

Subject to these Terms, payment of applicable Fees and any Subscription Plan limits, we grant you a non-exclusive, non-transferable, revocable right to access and use the Services for your internal business purposes and for providing professional services to your clients.

You must not lease, sell, resell, license, sublicense, assign, transfer, distribute or otherwise make the Services available to any third party except as expressly permitted by these Terms.

2.2 Account administration

The Customer is responsible for managing its Account, Authorised Users, Client Contacts, permissions, roles, access levels, billing settings and use of the Services.

Customer owners and administrators may be able to invite or remove Authorised Users, manage Client Contacts, configure integrations, manage billing, issue portal or sharing links, and control access to Customer Data.

You are responsible for all activity under your Account, including activity by your Authorised Users and Client Contacts, except to the extent caused by our breach of these Terms.

2.3 Authorised Users and Client Contacts

You must ensure that Authorised Users comply with these Terms. You are responsible for deciding who may access your Account and what level of access they receive.

Authorised Users must be at least 18 years old or the age of majority in their jurisdiction, unless we expressly agree otherwise in writing.

Client Contacts may only access the limited parts of the Services made available to them, such as portals, shared links, check-ins, recordings or client-facing workflows. Client Contacts do not receive full Account access unless you separately authorise them as Authorised Users.

If there is a dispute between you and an Authorised User or Client Contact about access to your Account or Customer Data, you are responsible for resolving that dispute. We may refer requests from Authorised Users, Client Contacts or third parties back to you unless applicable law requires otherwise.

2.4 Registration and account information

To use the Services, you and your Authorised Users may need to provide registration, authentication, billing and verification information, including names, business details, roles, email addresses, country, payment details and other information reasonably required to provide the Services.

You must ensure that information provided to us is accurate, complete and kept up to date.

We handle personal information in accordance with our Privacy Policy.

2.5 Security of accounts

You must ensure that all usernames, passwords, authentication credentials, magic links, API keys, tokens and similar credentials are kept secure and confidential.

You must not share individual user logins. Where a service account, OAuth connection, integration credential or shared administrative access is required, you must use the supported method made available by Brieff or the relevant provider.

You must promptly notify us at info@brieff.io if you become aware of unauthorised access, credential compromise, suspicious activity or any other security issue involving your Account.

We may require multi-factor authentication, additional verification or other security measures for access to the Services.

3. Subscription, Fees and payment

3.1 Paid service

The Services are paid services unless we expressly state otherwise. You must pay all Fees in accordance with your Subscription Plan, Order, checkout flow, in-product billing settings or invoice.

3.2 Subscription Plans and usage limits

Your access to the Services may be subject to Subscription Plan limits, including limits on users, clients, contacts, workspaces, recordings, transcription, AI usage, messages, integrations, storage, billing features or other usage entitlements.

If you exceed or attempt to exceed applicable limits, we may require you to upgrade, pay additional Fees, reduce usage or otherwise bring your Account within plan limits.

3.3 Billing periods and renewals

Subscriptions may be billed monthly, annually or on another period shown in your Order or billing settings.

Unless stated otherwise, subscriptions renew automatically at the end of each billing period until cancelled in accordance with these Terms.

You authorise us and our payment providers to charge your selected payment method for all Fees, taxes and other amounts payable.

3.4 Payment providers

Payment processing is provided by third-party payment providers, including Stripe or other payment providers we use from time to time.

By submitting payment information or completing a purchase, you authorise us to share payment, billing, tax and transaction information with our payment providers as required to process payments, manage subscriptions, issue invoices, calculate tax, prevent fraud and administer billing.

Your use of payment-provider services may be subject to that provider's own terms and policies.

3.5 Currencies and taxes

Fees may be charged in the currency shown at checkout, in an Order, on the pricing page, in the Customer Portal or in your invoice.

Unless stated otherwise, Fees are exclusive of taxes, duties, levies and similar charges. You are responsible for all taxes associated with your purchase and use of the Services, except taxes based on our net income. Where required, we may collect GST, VAT, sales tax or similar taxes.

3.6 Failed payments and billing recovery

If payment is not received when due, we may notify you and ask you to update your payment method or resolve the issue.

If payment remains overdue, we may suspend or restrict access to paid features, apply billing recovery controls, downgrade your Account, withhold further Services, or terminate the Agreement. Where practicable, we will give notice before suspending access for non-payment.

Suspension for non-payment does not relieve you of your obligation to pay outstanding Fees.

3.7 Upgrades, downgrades and changes

If you upgrade, downgrade, add or remove features, change billing periods or otherwise change your Subscription Plan, Fees may change from the effective date shown in the product, checkout flow, Order or invoice.

Changes may take effect immediately, at the next billing cycle or at another time shown when the change is made.

3.8 Pricing changes

We may change Fees or pricing structures from time to time. If a pricing change materially affects your current subscription, we will provide reasonable notice before the change applies, unless the change is required by law, tax rules, provider requirements or is otherwise favourable to you.

If you do not agree to a pricing change, you may cancel your subscription before the change takes effect.

3.9 Trials, promotions and discounts

We may offer trials, promotions, discounts or credits at our discretion. Additional terms may apply.

Unless stated otherwise, if you continue using the Services after a trial ends, you will be charged for the applicable Subscription Plan.

We may modify or withdraw trials, promotions, discounts or credits at any time, provided this does not affect benefits already validly applied to your Account unless the applicable terms permit it.

3.10 Refunds

Except as required by law or expressly stated in an Order or written agreement, Fees are non-refundable and we do not provide refunds or credits for partial billing periods, unused Services, downgrades or cancellations.

Nothing in these Terms limits any refund or other remedy you may have under applicable law.

4. Customer obligations and acceptable use

4.1 Your general obligations

You must:

• use the Services only for lawful business purposes;
• comply with these Terms, applicable laws and any reasonable instructions we provide;
• ensure your Authorised Users comply with these Terms;
• obtain and maintain all consents, permissions, notices and rights required for your use of the Services;
• ensure Customer Data is accurate, lawful and appropriate for use in the Services;
• maintain appropriate security over your systems, devices, networks and credentials;
• promptly provide information reasonably required for account, billing, support, security, legal or operational purposes; and
• comply with any applicable professional, regulatory, tax, accounting, financial-services, privacy, communications, records-retention and client-confidentiality obligations.

4.2 Authority for client and third-party data

You represent and warrant that you have all rights, permissions, notices and consents required to submit, upload, record, process, share and use Customer Data through the Services.

This includes authority in relation to client records, contact records, meeting information, confidential information, sensitive information, financial information, family information, tax information, recordings, transcripts, files, emails, SMS messages, calendar data, integration data and AI processing.

4.3 Recording and transcription consent

If you use the Services to record, transcribe, summarise or analyse a meeting, call or conversation, you are responsible for complying with all applicable recording, surveillance, workplace, privacy, confidentiality and professional obligations.

You must provide all required notices and obtain all required consents before using recording, transcription or meeting intelligence features.

You must not use the Services to record, monitor or transcribe any person unlawfully.

4.4 Communications consent

If you use the Services to send emails, SMS messages, check-ins, client communications, meeting materials, shared links or other communications, you are responsible for ensuring that those communications are lawful and appropriate.

You must comply with all applicable spam, direct marketing, telecommunications, privacy, consumer protection and professional conduct laws. You must maintain any required consent records and honour unsubscribe, opt-out, STOP, revocation or suppression requests.

You must not use the Services to send spam, unlawful marketing, misleading messages, harassing messages, abusive messages, phishing, malware, or communications that breach any person's rights.

4.5 Prohibited conduct

You must not, and must not permit anyone else to:

• use the Services for unlawful, harmful, fraudulent, deceptive, abusive or malicious purposes;
• access or use the Services in breach of any law, regulation or third-party right;
• upload, store, transmit or generate material that is unlawful, defamatory, obscene, harassing, threatening, discriminatory, exploitative, harmful or otherwise objectionable;
• upload, store, transmit or generate malware, viruses, worms, trojans, malicious code or harmful data;
• attempt to gain unauthorised access to any account, system, network, data, API or service;
• probe, scan, penetration test or security test the Services without our prior written consent;
• interfere with, disrupt, overload or degrade the Services or any related systems;
• bypass, disable or interfere with usage limits, security controls, access controls, billing controls or technical restrictions;
• scrape, crawl, harvest, extract or bulk export data except through supported product features or with our written consent;
• reverse engineer, decompile, disassemble, copy, modify or create derivative works of the Services, except to the extent permitted by law;
• use the Services to build or train a competing product or service;
• benchmark or publish performance, security or comparison information about the Services without our prior written consent;
• use AI Features to develop foundation models or competing AI systems, extract model behaviour, perform model abuse, or circumvent safety controls;
• use the Services for high-risk activities where failure could lead to death, personal injury, severe property damage, or legally significant decisions without appropriate human review;
• use the Services to provide professional advice that you are not authorised or licensed to provide;
• share non-public features, beta features, credentials, tokens, security information or confidential product information with unauthorised third parties;
• infringe Intellectual Property Rights, privacy rights, confidentiality obligations or other rights of any person; or
• use the Services in a way that could damage our reputation, systems, customers, providers or business.

4.6 Content removal and restriction

We may remove, disable, quarantine, restrict or refuse to transmit any Customer Data, communication, shared link, message, file or content where we reasonably believe it breaches these Terms, creates security or operational risk, infringes third-party rights, is unlawful, or must be restricted to comply with law or provider requirements.

4.7 Support conduct

You must not behave in a manner that is abusive, threatening, discriminatory, harassing or disrespectful to our employees, contractors, partners, support personnel or other customers.

We may refuse support, restrict communications or suspend access where we reasonably believe conduct is abusive, unsafe or unlawful.

5. Third-Party Services and integrations

5.1 Third-Party Services

The Services may interoperate with, depend on, or include Third-Party Services. These may include hosting, infrastructure, authentication, billing, communications, analytics, calendar, transcription, recording, AI, practice-management, accounting and support providers.

Third-Party Services may include, depending on the features used and integrations authorised, providers such as Google Cloud Platform, Vercel, Amazon Web Services, WorkOS, Stripe, SendGrid, Twilio, Sentry, Mixpanel, Google APIs, Microsoft services, Xero, Karbon, XPM, Recall.ai, Deepgram, OpenAI and other providers.

5.2 Customer-authorised integrations

If you connect, enable or use a third-party integration, you authorise us to access, exchange, process and store data from that integration as needed to provide the Services.

You are responsible for ensuring that you have authority to connect the integration and use the relevant data through Brieff.

Your use of third-party integrations may be subject to the third party's own terms, policies, fees, rate limits and technical requirements.

5.3 Changes to Third-Party Services

Third-Party Services may change, suspend, restrict, rate-limit or discontinue features. This may affect the Services.

We are not responsible for third-party changes outside our control, but we will use reasonable efforts to reduce disruption where practicable.

5.4 Google API Services

Brieff's use and transfer of information received from Google APIs to any other app will adhere to the Google API Services User Data Policy, including the Limited Use requirements.

6. AI Features, recordings and professional responsibility

6.1 AI Features

AI Features rely on automated systems and machine learning models. AI Output is probabilistic and may be incomplete, inaccurate, outdated, misleading, duplicated, unsuitable or inappropriate for your circumstances.

You and your Authorised Users are responsible for reviewing, validating and deciding whether and how to use AI Output.

6.2 No professional advice from Brieff

Brieff does not provide accounting, tax, audit, financial, investment, legal, compliance or other professional advice.

The Services, including AI Features, recordings, transcripts, summaries, insights, calculations, suggestions and workflows, are tools to assist your professional work. They do not replace professional judgment, client review, adviser review, legal review, tax review, accounting review, audit procedures or other required professional processes.

You remain responsible for all advice, decisions, communications, filings, actions, omissions and deliverables made or provided by you or on your behalf.

6.3 AI Output and human review

You must not rely on AI Output as the sole basis for professional advice, legal or regulatory compliance, client communications, financial decisions, tax positions, investment decisions, audit conclusions or other important decisions.

You must check AI Output, transcripts, summaries, action items, calculations and extracted data before relying on them or sharing them with clients or third parties.

6.4 AI provider processing

AI Features may use Third-Party Services to process inputs, outputs, transcripts, recordings, prompts, metadata and related information.

We will handle personal information in accordance with our Privacy Policy and will use reasonable controls for provider access and security. You are responsible for ensuring that Customer Data you submit to AI Features may lawfully be processed for the relevant purpose.

6.5 Recordings and transcripts

Recordings and transcripts may be incomplete, inaccurate, delayed, interrupted, unavailable or affected by audio quality, network issues, participant behaviour, meeting platform limits, provider limits or other factors.

You are responsible for confirming the accuracy and completeness of recordings, transcripts and related outputs before using them.

7. Confidentiality and privacy

7.1 Confidentiality obligations

Each party must keep the other party's Confidential Information confidential and must not use or disclose it except as permitted by these Terms.

A party may disclose Confidential Information:

• to its employees, contractors, advisers, auditors, insurers, Related Bodies Corporate, service providers and subcontractors who need to know it and are bound by confidentiality obligations;
• as required to perform or receive the Services;
• with the other party's consent;
• as required by law, regulation, court order, regulator, stock exchange, tax authority or government agency; or
• to enforce these Terms or protect its rights.

7.2 Exclusions

Confidentiality obligations do not apply to information that:

• is or becomes publicly available other than through breach of these Terms;
• was already known without confidentiality restrictions;
• is received from a third party lawfully and without confidentiality restrictions; or
• is independently developed without use of the other party's Confidential Information.

7.3 Survival

Confidentiality obligations survive termination of these Terms.

7.4 Privacy

We handle personal information in accordance with our Privacy Policy.

You are responsible for ensuring that you have provided all required notices and obtained all required consents for personal information you submit to, upload to, record in, process through or share through the Services.

7.5 Security

We will maintain reasonable technical, organisational and administrative measures designed to protect Customer Data from unauthorised access, misuse, loss, interference, modification and disclosure.

These measures may include access controls, authentication controls, encryption, monitoring, logging, backups, provider controls, operational procedures and security review processes.

No online service can be guaranteed to be completely secure. You are responsible for maintaining appropriate security over your systems, networks, devices, users and credentials.

7.6 Security incidents

If we become aware of a confirmed security incident that has compromised Customer Data, we will notify you without undue delay and provide information reasonably required for you to assess the incident, subject to legal, security and confidentiality restrictions.

Nothing in this clause limits any notification obligations we have under applicable law.

8. Intellectual property and Customer Data

8.1 Our intellectual property

We and our licensors own all Intellectual Property Rights in the Services, Website, software, source code, object code, workflows, interfaces, designs, Brieff-provided templates, models, prompts, methods, know-how, documentation, product features, improvements, modifications and related materials created by or for us, excluding Customer Data ("Brieff IP").

Except for the access rights expressly granted to you, no rights in Brieff IP are transferred to you.

8.2 Customer Data ownership

As between you and us, you retain ownership of Customer Data.

Subject to these Terms, you grant us a non-exclusive, worldwide, royalty-free licence to host, copy, process, transmit, store, back up, display, analyse and otherwise use Customer Data as reasonably necessary to:

• provide, maintain, secure and support the Services;
• operate AI Features, recordings, transcripts, integrations, communications and workflows you use;
• prevent or address technical, security, legal or support issues;
• comply with law and enforce these Terms; and
• improve the Services, provided that any broader analytics or product improvement use is handled consistently with our Privacy Policy and applicable law.

8.3 Feedback

If you provide suggestions, comments, ideas, corrections, recommendations, enhancement requests or other feedback about the Services, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use that feedback without restriction or compensation.

Feedback does not include Customer Data, except to the extent you intentionally include Customer Data in the feedback.

8.4 De-identified and aggregated data

We may use de-identified, aggregated or anonymised data for analytics, research, reporting, benchmarking, product improvement and business purposes, provided the data does not identify you, your clients or other individuals.

8.5 Customer logos and publicity

We will not use your name, logo or trade marks in public marketing materials without your prior written consent.

If you consent, you may withdraw that consent by notifying us, and we will stop new uses within a reasonable time.

8.6 Third-party logos and materials

If you upload or use third-party logos, trade marks, documents, templates, files or other materials in the Services, you represent and warrant that you have the rights and permissions required to do so.

You are responsible for complying with any third-party terms that apply to those materials.

9. Data backup, export and deletion

9.1 Backups

We use reasonable backup, resilience and recovery processes for the Services. However, no backup or recovery process can guarantee that data will never be lost.

You should maintain copies of any Customer Data that you are required by law, professional obligations or your own business needs to retain outside Brieff.

9.2 Data export

During your subscription, and for a reasonable period after termination, you may request export of available Customer Data by contacting us at info@brieff.io or using any available in-product export feature.

Exports will be provided in a commercially reasonable format, which may include CSV, spreadsheet, document, archive or other available formats depending on the data type and product capabilities.

Some data may not be exportable where export is technically unavailable, legally restricted, security-sensitive, derived from our internal systems, or not reasonably separable from Brieff IP or third-party systems.

9.3 Data access after termination

After termination or cancellation, access to the Services may end or be restricted. We may provide limited access or export assistance for a reasonable period, subject to payment of outstanding Fees, security requirements, legal obligations and technical availability.

9.4 Data deletion

Unless otherwise agreed in writing, and subject to legal, tax, accounting, security, backup, dispute-resolution and compliance requirements, we may delete or de-identify Customer Data after termination of your subscription.

We will use reasonable efforts to give the Account owner or administrator notice before permanent deletion where practicable.

Customer Data may remain in backups, logs or archives for a limited period before deletion in accordance with our ordinary retention processes.

10. Service availability, support and changes

10.1 Availability

We will use reasonable efforts to make the Services available, but we do not guarantee uninterrupted or error-free access unless a separate written service level agreement expressly applies.

The Services may be unavailable because of maintenance, updates, provider outages, internet failures, customer systems, force majeure events, security issues, beta features or other circumstances.

10.2 Availability target

We target 99% monthly availability for the core paid Services, excluding planned maintenance, beta features, customer systems, Third-Party Services, internet or network failures, force majeure events, security incidents and circumstances outside our reasonable control.

This is a service target, not a service-credit commitment, unless a separate written service level agreement expressly applies.

10.3 Planned maintenance

Where practicable, we will provide advance notice of planned maintenance that is likely to materially affect access to the Services.

10.4 Support

We will provide support through the support channels we make available from time to time, which may include in-product support, support pages or email support at info@brieff.io.

We aim to respond to standard support requests within 1 business day, but response times may vary depending on issue severity, support volume, Subscription Plan, business hours, provider availability and the information you provide.

You must make reasonable efforts to investigate and describe issues before contacting support.

10.5 Product changes

We may modify, improve, add, remove, suspend or discontinue features from time to time.

We will use reasonable efforts to avoid materially reducing the core functionality, security or legal compliance of the Services during a paid subscription period. If we make a materially adverse change to core functionality, we will provide reasonable notice where practicable.

10.6 Beta features

We may offer preview, trial, experimental, alpha, beta or early-access features ("Beta Features").

Beta Features may be incomplete, unsupported, inaccurate, unavailable, changed or withdrawn at any time. They are provided for evaluation and feedback and may be subject to additional terms.

You should not rely on Beta Features for critical workflows unless we expressly state otherwise.

11. Suspension and termination

11.1 Suspension

We may suspend or restrict access to all or part of the Services if we reasonably believe:

• you or an Authorised User has breached these Terms;
• Fees are overdue;
• suspension is required for security, legal, regulatory, provider or operational reasons;
• your use creates risk to the Services, us, providers, other customers or third parties;
• Customer Data or use of the Services may be unlawful, harmful or infringing;
• credentials are compromised or unauthorised access is suspected; or
• you are using the Services in a way that exceeds plan limits or causes material operational risk.

Where practicable, we will give notice and an opportunity to remedy before suspension. We may suspend immediately where needed to address security, legal, abuse, provider or operational risk.

11.2 Termination by you

You may cancel your subscription through the billing controls made available in the Services or by contacting us at info@brieff.io.

Unless stated otherwise, cancellation takes effect at the end of the then-current billing period. You will continue to have access until that time, unless your access is suspended or terminated under these Terms.

Only the Account owner, an authorised administrator or another person with appropriate billing authority may cancel a Customer subscription.

11.3 Termination by us for cause

We may terminate these Terms or your access to the Services if:

• you fail to pay overdue Fees and do not remedy the non-payment after notice where practicable;
• you materially breach these Terms and do not remedy the breach within 14 days after notice, if the breach is capable of remedy;
• you materially breach these Terms and the breach is not capable of remedy;
• you become insolvent, enter liquidation, have a receiver or administrator appointed, make an arrangement with creditors, or suffer a similar insolvency event;
• continued provision of the Services would breach law, provider requirements or third-party rights; or
• your use presents a serious security, legal, operational or reputational risk.

11.4 Termination for changes

If we make a materially adverse change to these Terms or the core Services and you do not agree to the change, you may terminate your subscription before the change takes effect.

Unless required by law or expressly agreed, termination under this clause does not entitle you to a refund for Fees already incurred, except for any prepaid period after the effective termination date where required by applicable law or expressly offered by us.

11.5 Effect of termination

On termination:

• your right to access and use the Services ends, except for any limited access we provide for billing, export or wind-down purposes;
• you must stop using the Services;
• you remain responsible for Fees and charges incurred up to the effective termination date;
• clauses intended to survive termination continue to apply; and
• Customer Data will be handled in accordance with clause 9.

12. Warranties, disclaimers and professional responsibility

12.1 Authority

You represent and warrant that:

• you have authority to enter into these Terms;
• you have authority to use the Services on behalf of any entity you represent;
• you have authority to submit, upload, record, process and use Customer Data through the Services;
• you will comply with applicable laws and professional obligations; and
• your use of the Services will not infringe third-party rights.

12.2 Service provided as a business tool

The Services are provided as a business tool for accounting and advisory firms. You are responsible for determining whether the Services meet your needs and are suitable for your intended use.

12.3 No guarantee of accuracy

We do not guarantee that Customer Data, AI Output, transcripts, recordings, summaries, calculations, extracted data, integrations, reports, workflows or other content available through the Services will be accurate, complete, current, error-free or suitable for any particular purpose.

You must verify information before relying on it.

12.4 Disclaimers

To the maximum extent permitted by law, the Services are provided on an "as is" and "as available" basis.

Except as expressly stated in these Terms or required by law, we exclude all warranties, representations, guarantees and conditions, whether express, implied, statutory or otherwise, including implied warranties of merchantability, fitness for purpose, title and non-infringement.

12.5 Australian Consumer Law and non-excludable rights

Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right, remedy or warranty that cannot be excluded, restricted or modified under the Australian Consumer Law or any other applicable law.

Where we are permitted to limit our liability for breach of a non-excludable guarantee, our liability is limited, at our option, to resupplying the Services or paying the cost of having the Services supplied again.

13. Liability and indemnity

13.1 Excluded losses

To the maximum extent permitted by law, neither party is liable for indirect, consequential, special, incidental, punitive or exemplary loss or damage, or for loss of profit, revenue, goodwill, opportunity, anticipated savings, business interruption, data or reputation, whether arising in contract, tort, negligence, statute or otherwise.

13.2 Liability cap

To the maximum extent permitted by law, our total aggregate liability arising out of or in connection with these Terms or the Services is limited to the Fees paid or payable by you for the Services in the 12 months before the event giving rise to the liability.

13.3 Exceptions to liability cap

The liability cap does not apply to liability that cannot be limited by law, or to liability arising from our fraud, wilful misconduct or gross negligence.

13.4 Your responsibility

You are responsible for:

• your use of the Services;
• Customer Data;
• instructions you give us;
• decisions made using the Services;
• advice, deliverables and communications provided by you;
• compliance with laws and professional obligations; and
• obtaining required consents, notices, licences and permissions.

13.5 Third-party disputes

We are not responsible for disputes between you and your clients, Authorised Users, Client Contacts, third-party providers or other third parties, except to the extent caused by our breach of these Terms.

13.6 Indemnity

You indemnify us, our directors, officers, employees, contractors and agents against claims, losses, liabilities, damages, costs and expenses arising from:

• your breach of these Terms;
• Customer Data;
• your unlawful, negligent or unauthorised use of the Services;
• your breach of privacy, recording, communications, professional, tax, accounting or other laws;
• your breach of third-party Intellectual Property Rights or confidentiality obligations;
• your failure to obtain required consents, notices, licences or permissions; or
• claims by your clients, Authorised Users, Client Contacts or other third parties arising from your use of the Services, except to the extent caused by our breach of these Terms.

14. Changes to these Terms

We may update these Terms from time to time.

If a change is material, we will provide reasonable notice, which may be by email, in-product notice, website notice or another reasonable method.

If a change materially and adversely affects your rights or use of the core Services, you may cancel your subscription before the change takes effect.

Your continued use of the Services after changes take effect means you accept the updated Terms.

Changes that are required by law, provider requirements, security needs, new features or changes that are favourable or administrative may take effect immediately or on shorter notice where reasonable.

15. General

15.1 Order of precedence

If there is an inconsistency between these Terms and the Privacy Policy about the handling of personal information, the Privacy Policy applies to that inconsistency.

For other inconsistencies, the following order applies unless expressly stated otherwise:

1. any signed written agreement between you and us;
2. any Order;
3. any service-specific or feature-specific additional terms;
4. these Terms;
5. the Privacy Policy;
6. pricing pages, support pages, help materials and other Website content.

15.2 Entire agreement

These Terms, together with the documents incorporated into them, constitute the entire agreement between you and us regarding the Services and supersede prior agreements, representations and understandings about the Services.

15.3 Notices

Notices to us must be sent to info@brieff.io unless we notify you of another address.

We may send notices to the email address associated with your Account, to an Account owner or administrator, through the Services, or by another reasonable method.

15.4 Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent.

We may assign, transfer, subcontract or novate our rights and obligations under these Terms to a Related Body Corporate, in connection with a merger, acquisition, corporate restructure, financing, sale of assets or business transfer, or by giving you reasonable notice.

15.5 Subcontracting

We may use subcontractors and service providers to provide the Services. We remain responsible for the performance of the Services as required by these Terms, except for Third-Party Services that you authorise or control independently.

15.6 Force majeure

Neither party is liable for delay or failure to perform obligations, other than payment obligations, caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, labour disputes, internet failures, provider outages, cyber incidents, government action, epidemics, pandemics or changes in law.

15.7 Waiver

A waiver is only effective if in writing. A waiver of one breach is not a waiver of any other breach.

15.8 Severability

If any part of these Terms is invalid, unlawful or unenforceable, that part is severed or modified to the minimum extent necessary, and the rest of these Terms continue in effect.

15.9 Relationship

Nothing in these Terms creates a partnership, joint venture, employment, agency, fiduciary or franchise relationship between you and us.

15.10 Third-party rights

Except where expressly stated, no person other than you and us has a right to enforce these Terms.

15.11 Electronic signing and counterparts

These Terms and any related Order may be accepted electronically. Any signed agreement may be signed electronically and in counterparts.

15.12 Governing law and jurisdiction

These Terms are governed by the laws of New South Wales, Australia.

Subject to any rights that cannot be excluded by law, the parties submit to the exclusive jurisdiction of the courts of New South Wales, Australia.

15.13 Survival

Any provision that by its nature should survive termination survives termination, including clauses relating to payment, confidentiality, privacy, security, intellectual property, Customer Data, disclaimers, liability, indemnity, notices, governing law and any accrued rights.

15.14 Ownership statement

This Website and the Services are owned and operated by Novus Place Pty Ltd (ACN 644 095 367, ABN 34 644 095 367), trading as "Brieff", of Level 1 9/13 Bronte Rd, Bondi Junction NSW 2022, Australia. Novus Place Pty Ltd is registered in New South Wales, Australia.

These Terms were last updated on 16 June 2026.