Terms of Service

1. Introduction and Acceptance of Terms

1.1 These Terms of Service ("Terms") constitute a legally binding agreement between you ("you", "your", "User") and Matora [Pty Ltd] (ABN [to be inserted upon incorporation]), trading as Matora ("we", "us", "our") governing your access to and use of the Matora application ("App"), website, and all related services (collectively, the "Service").

1.2 Matora is a general-purpose report-building application that enables users to organise job-based data including images, text, and audio recordings, and generate professional reports.

1.3 By creating an account, accessing, or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you must not access or use the Service. We recommend that you indicate your acceptance by ticking the "I agree to the Terms of Service and Privacy Policy" checkbox during account registration.

1.4 Your continued use of the Service following any modifications to these Terms constitutes acceptance of those modifications.

1.5 These Terms apply to all Users of the Service, including Users who access the Service via the iOS or iPad application, the website, or any other platform through which the Service is made available.

2. Eligibility

2.1 You must be at least eighteen (18) years of age to create an account and use the Service. By creating an account and accepting these Terms, you represent and warrant that you are at least 18 years old.

2.2 If you are accepting these Terms on behalf of an organisation, you represent and warrant that you have the authority to bind that organisation to these Terms.

2.3 We do not knowingly collect or solicit personal information from anyone under 18 years of age. If we learn that we have collected personal information from a person under 18, we will delete that information as quickly as is practicable.

3. Account Registration

3.1 To access certain features of the Service, you must register for an account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.

3.2 You are responsible for safeguarding the confidentiality of your account credentials and for any activities or actions under your account.

3.3 You are responsible for all activities that occur under your account, whether or not you have authorised such activities.

3.4 We reserve the right to suspend or terminate your account at any time if we reasonably believe that your account information is inaccurate, incomplete, or fraudulent.

3.5 You may not create more than one account per person. You may not assign or transfer your account to any other person. On multi-user subscription tiers, account holders may invite additional authorised users in accordance with the permissions and limits of their subscription tier.

4. Subscription Plans and Billing

4.1 The Service is available under the following subscription tiers:

• (a) Free tier: limited feature access with no PDF export and no cloud synchronisation. Features, limitations, and permitted usage of the Free tier are as displayed in the App;
• (b) Solo tier;
• (c) Professional tier; and
• (d) Business tier.

4.2 The features, limitations, and pricing applicable to each subscription tier are as displayed in the App or on our website at the time of purchase.

4.3 We reserve the right to modify the features, limitations, and pricing of any subscription tier at any time. Any changes to pricing will not affect your current billing period but will apply upon your next renewal.

4.4 Paid subscriptions are available on both monthly and annual billing cycles. Annual billing cycles are charged as a single upfront payment for the full year.

4.5 Professional and Business tiers support multiple authorised users. The account holder (the person who creates the subscription) is responsible for all activities of authorised users under their subscription, including compliance with these Terms. The account holder may add or remove authorised users through the App's administration features. When an authorised user is removed from a subscription, their access to shared job data and cloud-stored content ceases, but any User Content they created remains accessible to the account holder.

5. Payment, Auto-Renewal and Cancellation

5.1 Paid subscriptions may be purchased through Apple In-App Purchase via the App Store or through web-based purchase on our website.

5.2 All paid subscriptions automatically renew at the end of each billing period (monthly or annual, as applicable) at the then-current subscription price unless you cancel your subscription before the end of the current billing period.

5.3 For subscriptions purchased via Apple In-App Purchase, auto-renewal and cancellation are managed through your Apple ID account settings in accordance with Apple's terms and policies. You must cancel your subscription at least 24 hours before the end of the current billing period to avoid being charged for the next period.

5.4 For subscriptions purchased via the website, you may cancel your subscription at any time through your account settings or by contacting us. Cancellation will take effect at the end of the current billing period.

5.5 Upon cancellation, you will retain access to your paid subscription features until the end of the current billing period, after which your account will revert to the Free tier.

5.6 You are responsible for all applicable taxes in connection with your use of the Service. All prices displayed are exclusive of taxes unless otherwise stated.

6. Refunds

6.1 For subscriptions purchased via Apple In-App Purchase, refund requests are handled by Apple in accordance with Apple's refund policies. We do not have the ability to process refunds for purchases made through the App Store.

6.2 For subscriptions purchased via the website, refund requests may be submitted within fourteen (14) days of the initial purchase or renewal date. Refund requests must be made by contacting us at the email address specified in Section 27. Refunds are provided at our sole discretion.

6.3 Nothing in this Section 6 limits or excludes any rights you may have under the Australian Consumer Law or any other applicable law that cannot be excluded or limited by agreement.

7. Licence Grant

7.1 Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Service for your personal or internal business purposes.

7.2 This licence does not include the right to:

• (a) copy, modify, adapt, translate, reverse engineer, decompile, or disassemble any portion of the Service, except to the extent that such restriction is prohibited by applicable law, including sections 47D to 47H of the Copyright Act 1968 (Cth);
• (b) use the Service to develop a competing product or service;
• (c) sublicense, lease, rent, loan, or otherwise transfer the Service to any third party;
• (d) remove, alter, or obscure any copyright, trademark, or other proprietary notices;
• (e) use any automated means, including bots, scrapers, or crawlers, to access the Service; or
• (f) use the Service in any manner that could damage, disable, overburden, or impair the Service.

7.3 We reserve all rights not expressly granted to you under these Terms.

8. Acceptable Use

8.1 You agree to use the Service only for lawful purposes and in accordance with these Terms. You must not use the Service:

• (a) in any way that violates any applicable federal, state, local, or international law or regulation;
• (b) to transmit, store, or process any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable;
• (c) to impersonate or attempt to impersonate any person or entity;
• (d) to interfere with or disrupt the Service or servers or networks connected to the Service;
• (e) to attempt to gain unauthorised access to any portion of the Service, other accounts, computer systems, or networks connected to the Service;
• (f) to introduce any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful; or
• (g) to collect or harvest any personally identifiable information from other Users of the Service.

8.2 We reserve the right to investigate and take appropriate action against any User who, in our sole discretion, violates this Section, including without limitation suspending or terminating the User's account and reporting the User to law enforcement authorities.

9. User Content and Data

9.1 You retain all ownership rights in the data, content, images, audio recordings, text, and other materials that you upload, submit, store, or transmit through the Service ("User Content").

9.2 By uploading User Content to the Service, you grant us a limited, non-exclusive, royalty-free, worldwide licence to use, store, reproduce, and process your User Content solely for the purpose of providing, maintaining, and improving the Service. This licence terminates when you delete your User Content or your account, subject to reasonable backup and archival periods.

9.3 You represent and warrant that:

• (a) you own or have the necessary rights, licences, and permissions to upload and use your User Content;
• (b) your User Content does not infringe, misappropriate, or violate the intellectual property rights, privacy rights, or any other rights of any third party; and
• (c) your User Content complies with all applicable laws and regulations.

9.4 We do not claim ownership of your User Content. We do not review, approve, or endorse any User Content, and we are not responsible for any User Content uploaded by Users.

9.5 The Service stores User Content locally on your device and, where cloud synchronisation is enabled, on our cloud infrastructure powered by third-party providers. You acknowledge that the availability and integrity of cloud-stored data is subject to the terms of Section 19 (Data Loss and Backups).

10. Report Generation and Sharing

10.1 The Service enables you to generate PDF reports based on data you have entered into the App. Reports are created automatically using templates and the User Content you provide.

10.2 You are solely responsible for the accuracy, completeness, and suitability of the data you input and the reports generated from that data. We make no representations, warranties, or guarantees regarding the accuracy, completeness, reliability, or fitness for any particular purpose of any report generated through the Service.

10.3 PDF export is available on paid subscription tiers only. The Free tier does not include PDF export functionality.

10.4 You may share reports via your device's native sharing functionality (which may include email, messaging, AirDrop, and other sharing options provided by your device's operating system). The App facilitates sharing by handing off to your device's built-in sharing mechanisms; the App does not send emails or other communications directly on your behalf.

10.5 You are solely responsible for the recipients to whom you share reports and for ensuring that the content of any shared report is appropriate and lawful.

10.6 We are not liable for any consequences arising from your sharing of reports, including but not limited to any claims, disputes, damages, or losses arising from reliance on report content by you or any third party.

11. Quote Acceptance Feature

11.1 The Service includes functionality that enables you to send web links to clients for the purpose of quote or quotation acceptance.

11.2 The quote acceptance feature is provided solely as a convenience to facilitate communication between you and your clients. We do not participate in, verify, validate, or enforce any agreement, quote, or transaction between you and your clients.

11.3 You are solely responsible for:

• (a) the accuracy and completeness of any quote or quotation you create and send via the Service;
• (b) ensuring that any quote or quotation complies with all applicable laws and regulations; and
• (c) any contractual or legal obligations arising between you and your clients in connection with any quote or quotation.

11.4 We make no representations or warranties regarding the legal enforceability, validity, or effect of any quote acceptance obtained through the Service. You should seek independent legal advice regarding the enforceability of electronic acceptances in your jurisdiction and industry.

11.5 To the maximum extent permitted by law, we are not liable for any disputes, claims, damages, or losses arising from or in connection with quotes sent, received, accepted, or rejected via the Service.

12. Artificial Intelligence and Automated Features

12.1 The Service includes automated features, including on-device audio transcription powered by your device's built-in speech recognition capabilities. Audio recordings processed for transcription are handled entirely on your device and are not transmitted to external servers for this purpose.

12.2 Automated features, including transcription, are provided for convenience only. We make no representations or warranties regarding the accuracy, completeness, or reliability of any output generated by automated features. You are solely responsible for reviewing and verifying all automated outputs before use.

12.3 We do not use your User Content to train artificial intelligence or machine learning models.

12.4 You retain full ownership of all content generated or processed by automated features within the Service.

13. Intellectual Property

13.1 The Service, including all software, code, design, text, graphics, logos, icons, images, audio clips, digital downloads, data compilations, and the selection and arrangement thereof, is the exclusive property of Matora or its licensors and is protected by Australian and international copyright, trademark, patent, trade secret, and other intellectual property laws.

13.2 The Matora name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Matora. You must not use such marks without our prior written permission. All other names, logos, product and service names, designs, and slogans on the Service are the trademarks of their respective owners.

13.3 Nothing in these Terms transfers any intellectual property rights from us to you.

14. Privacy

14.1 Your use of the Service is also governed by our Privacy Policy, which is incorporated into these Terms by reference. Please review our Privacy Policy to understand our practices regarding the collection, use, and disclosure of your personal information.

14.2 By using the Service, you consent to the collection, use, and disclosure of your information as described in our Privacy Policy.

14.3 We are committed to complying with the Australian Privacy Act 1988 (Cth) and the Australian Privacy Principles in our handling of personal information.

15. Third-Party Services

15.1 The Service integrates with, relies on, or interacts with third-party services, platforms, and infrastructure, including but not limited to Apple (App Store, In-App Purchase), Stripe (web payment processing), Supabase (cloud backend), Microsoft Clarity and Tawk.to (website analytics and live chat), and, on Professional and Business tiers, calendar services and accounting platforms such as Xero and QuickBooks Online.

15.2 Your use of third-party services is subject to the terms, conditions, and privacy policies of those third parties. We encourage you to review the terms and policies of any third-party services you access through or in connection with the Service.

15.3 We do not control, endorse, sponsor, or assume responsibility for any third-party services. To the maximum extent permitted by law, we are not liable for:

• (a) the performance, availability, reliability, or security of any third-party service;
• (b) any data loss, corruption, or unauthorised access arising from the acts or omissions of third-party service providers;
• (c) any interruption to the Service caused by the failure or unavailability of a third-party service; or
• (d) any fees, charges, or costs imposed by third-party service providers.

15.4 Our integration with third-party services does not imply any affiliation with or endorsement by the providers of those services.

16. Disclaimer of Warranties

16.1 To the maximum extent permitted by applicable law, the Service is provided on an "as is" and "as available" basis without warranties of any kind, whether express, implied, statutory, or otherwise. We expressly disclaim all implied warranties, including without limitation warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

16.2 Without limiting the foregoing, we do not warrant that:

• (a) the Service will be uninterrupted, timely, secure, or error-free;
• (b) the results obtained from the use of the Service will be accurate, reliable, or complete;
• (c) the Service will meet your requirements or expectations;
• (d) any errors in the Service will be corrected; or
• (e) the Service will be compatible with your device, operating system, or other software.

16.3 You acknowledge that reports generated by the Service are based solely on data entered by you and do not constitute professional advice, opinions, certifications, or guarantees. You must not rely on the Service as a substitute for professional advice in any field, including but not limited to building, construction, engineering, legal, or financial advice.

16.4 Australian Consumer Law Acknowledgement.

Nothing in these Terms is intended to exclude, restrict, or modify any consumer guarantee or other right or remedy that applies under the Competition and Consumer Act 2010 (Cth) (including the Australian Consumer Law in Schedule 2) or any equivalent state or territory legislation that cannot be excluded, restricted, or modified by agreement.

Where the Australian Consumer Law applies and cannot be excluded, our liability for breach of a consumer guarantee in respect of services is limited, at our option, to:

• (a) the re-supply of the services; or
• (b) the payment of the cost of having the services re-supplied.

17. Limitation of Liability

17.1 To the maximum extent permitted by applicable law, in no event shall Matora, its directors, officers, employees, agents, partners, suppliers, or licensors be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including without limitation damages for loss of profits, goodwill, use, data, or other intangible losses, arising out of or in connection with:

• (a) your access to, use of, or inability to access or use the Service;
• (b) any conduct or content of any third party on or related to the Service;
• (c) any User Content or reports generated through the Service;
• (d) any unauthorised access to, use of, or alteration of your transmissions or content;
• (e) any data loss, corruption, or destruction, whether caused by system failure, synchronisation error, device failure, cloud outage, or any other cause;
• (f) any interruption, suspension, or discontinuation of the Service;
• (g) any disputes arising from quotes or quotations sent, received, accepted, or rejected via the Service; or
• (h) any reliance on reports, data, or outputs generated by the Service.

17.2 To the maximum extent permitted by applicable law, our total aggregate liability to you for all claims arising out of or relating to these Terms or your use of the Service shall not exceed the greatest of:

• (a) the total amount paid by you to us in the twelve (12) months immediately preceding the event giving rise to the claim; or
• (b) the amount of one (1) month's subscription fees at your then-current subscription tier; or (c) one hundred Australian dollars (AUD $100), whichever of (a), (b), or (c) is greatest.

17.3 The limitations in this Section 17 apply regardless of the legal theory on which the claim is based, including contract, tort (including negligence), strict liability, or any other theory, and regardless of whether we have been advised of the possibility of such damages.

17.4 Nothing in this Section 17 limits or excludes our liability for:

• (a) death or personal injury caused by our negligence;
• (b) fraud or fraudulent misrepresentation; or
• (c) any liability that cannot be excluded or limited under the Australian Consumer Law or any other applicable law.

17.5 Where our liability cannot be excluded under the Australian Consumer Law, our total liability to you for breach of a non-excludable consumer guarantee is limited, at our option, to the re-supply of the services or the payment of the cost of having the services re-supplied.

18. Indemnification

18.1 You agree to indemnify, defend, and hold harmless Matora and its directors, officers, employees, agents, partners, suppliers, and licensors from and against any and all claims, demands, actions, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• (a) your use of or access to the Service;
• (b) your User Content, including any reports generated from your data;
• (c) any quotes or quotations you create, send, or manage through the Service;
• (d) your violation of these Terms;
• (e) your violation of any applicable law, regulation, or third-party right; or
• (f) any claim by a third party arising from reliance on reports or other outputs generated through the Service using your data.

18.2 We reserve the right to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, and you agree to cooperate with our defence of such claims.

19. Data Loss and Backups

19.1 The Service stores User Content locally on your device and, where cloud synchronisation is enabled, on cloud infrastructure provided by third-party service providers.

19.2 You acknowledge and agree that we are not liable for any loss, corruption, or destruction of your data, whether stored locally or in the cloud, arising from any cause whatsoever, including but not limited to:

• (a) application crashes, bugs, or software errors;
• (b) synchronisation failures or conflicts;
• (c) device failure, loss, theft, or damage;
• (d) cloud service outages, failures, or data centre incidents;
• (e) operating system updates or incompatibilities;
• (f) unauthorised access to your device or account;
• (g) our modification, suspension, or discontinuation of the Service; or
• (h) any other cause, whether within or outside our control.

19.3 You are solely responsible for maintaining your own independent backups of all data and User Content. We strongly recommend that you regularly back up your data using independent backup solutions.

19.4 While we implement reasonable measures to protect the integrity of cloud-stored data, we do not guarantee the availability, durability, or recoverability of any data stored through the Service.

19.5 The offline functionality of the App operates independently of cloud services. Data created or modified while offline may be subject to synchronisation conflicts when connectivity is restored. We are not responsible for any data inconsistencies arising from offline use and subsequent synchronisation.

20. Service Modifications and Discontinuation

20.1 We reserve the right to modify, update, suspend, or discontinue the Service (or any part thereof) at any time, with or without notice, for any reason.

20.2 We will use reasonable endeavours to provide advance notice of any material changes to the Service, but we are not obligated to do so.

20.3 We shall not be liable to you or any third party for any modification, suspension, or discontinuation of the Service.

20.4 In the event that we permanently discontinue the Service, we will use reasonable endeavours to provide you with a reasonable period to retrieve your User Content before data is deleted.

21. Termination and Suspension

21.1 You may terminate your account at any time by contacting us or through the account settings within the App.

21.2 We may suspend or terminate your access to the Service, in whole or in part, at any time and for any reason, including but not limited to:

• (a) your breach of these Terms;
• (b) your engagement in fraudulent, abusive, or unlawful activity;
• (c) your failure to pay applicable subscription fees;
• (d) a request by law enforcement or a government agency;
• (e) extended periods of account inactivity; or
• (f) unexpected technical or security issues.

21.3 Upon termination of your account for any reason:

• (a) your licence to use the Service immediately terminates;
• (b) you must cease all use of the Service;
• (c) any outstanding fees remain payable; and
• (d) provisions of these Terms that by their nature should survive termination shall survive, including but not limited to Sections 9 (User Content and Data), 10 (Report Generation and Sharing), 11 (Quote Acceptance Feature), 12 (Artificial Intelligence and Automated Features), 13 (Intellectual Property), 15 (Third-Party Services), 16 (Disclaimer of Warranties), 17 (Limitation of Liability), 18 (Indemnification), 19 (Data Loss and Backups), 22 (Data Retention After Termination), 24 (Dispute Resolution), 25 (Governing Law), and 26 (General Provisions).

21.4 Termination of your account does not entitle you to a refund of any subscription fees previously paid, except as required by applicable law, including the Australian Consumer Law.

22. Data Retention After Termination

22.1 Upon termination of your account, we may retain your User Content and personal information for a reasonable period to comply with our legal obligations, resolve disputes, and enforce our agreements.

22.2 Following the retention period, we will delete or anonymise your data in accordance with our Privacy Policy, subject to any legal requirements to retain certain information.

22.3 Data stored locally on your device remains on your device after account termination and is not affected by termination of your account with us.

22.4 We are not obligated to provide you with a copy of your data after account termination. You should export or back up your data before terminating your account.

23. Modifications to Terms

23.1 We reserve the right to modify these Terms at any time. We will provide notice of material changes by posting the updated Terms within the App or on our website and updating the "Last updated" date at the top of these Terms.

23.2 For material changes, we will use reasonable endeavours to provide you with advance notice via in-app notification, email, or other reasonable means at least fourteen (14) days before the changes take effect.

23.3 Your continued use of the Service after the effective date of any modifications constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must discontinue your use of the Service and terminate your account. For material changes to these Terms, if you do not agree to the changes, you may cancel your subscription within fourteen (14) days of the change taking effect and receive a pro-rata refund of any prepaid subscription fees for the unused portion of your subscription period.

24. Dispute Resolution

24.1 In the event of any dispute, claim, or controversy arising out of or relating to these Terms or your use of the Service, you agree to first attempt to resolve the dispute informally by contacting us at support@matora.com.au.

24.2 If the dispute cannot be resolved informally within thirty (30) days, either party may refer the dispute to mediation administered by the Resolution Institute (or its successor body) in Melbourne, Victoria, Australia, in accordance with the Resolution Institute's mediation rules.

24.3 If the dispute is not resolved through mediation within sixty (60) days of the referral to mediation, either party may commence legal proceedings in the courts of Victoria, Australia.

24.4 Nothing in this Section 24 prevents either party from seeking urgent interlocutory or injunctive relief from a court of competent jurisdiction.

24.5 Nothing in this Section 24 limits your right to lodge a complaint with the Australian Competition and Consumer Commission (ACCC) or any other relevant regulatory body.

25. Governing Law

25.1 These Terms are governed by and construed in accordance with the laws of the State of Victoria, Australia, without regard to its conflict of laws principles.

25.2 You irrevocably submit to the exclusive jurisdiction of the courts of Victoria, Australia, and the Federal Court of Australia, and any courts of appeal from them, for the purpose of any proceedings arising out of or in connection with these Terms.

25.3 The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

26. General Provisions

26.1 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, shall be severed from these Terms. The invalidity of any provision shall not affect the validity or enforceability of the remaining provisions.

26.2 Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by us.

26.3 Entire Agreement

These Terms, together with our Privacy Policy and any other agreements expressly incorporated by reference, constitute the entire agreement between you and us regarding the Service and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral.

26.4 Assignment

You may not assign or transfer these Terms or your rights or obligations under these Terms without our prior written consent. We may assign or transfer these Terms, in whole or in part, without restriction and without notice to you.

26.5 Notices

Any notices required or permitted under these Terms may be given by us via in-app notification, email to the address associated with your account, or posting on the App or our website. Notices to us must be sent to the contact details specified in Section 27.

26.6 Force Majeure

We shall not be liable for any failure or delay in performing our obligations under these Terms where such failure or delay results from circumstances beyond our reasonable control, including but not limited to natural disasters, acts of government, pandemic, epidemic, war, terrorism, civil unrest, power failures, internet outages, or failures of third-party service providers.

26.7 No Agency

Nothing in these Terms creates any agency, partnership, joint venture, or employment relationship between you and us. Neither party has authority to bind the other or incur obligations on the other's behalf.

26.8 Third-Party Beneficiaries

These Terms do not confer any rights on any third party. No person other than you and Matora has any right to enforce any provision of these Terms.

27. Contact Information

27.1 If you have any questions, concerns, or requests regarding these Terms, please contact us at: