Terms of Service

1. Acceptance of terms

By accessing or using Agoraly (the "Service") you agree to these Terms and our Privacy Policy. If you accept on behalf of a company or other entity, you confirm you have authority to bind it.

If you do not agree, do not use the Service.

2. The service

Agoraly is a cloud-based service for organising meetings, agendas, minutes and actions, with departments, members and invited guests. It is operated by OchreOnline Pty Ltd, a company in the Northern Territory, Australia ("OchreOnline", "we", "us").

We use third-party providers, including Cloudflare (hosting), Stripe (billing) and Resend (email), to deliver parts of the Service.

3. Accounts and plans

You sign up for one workspace for your organisation. Each workspace has one base plan:

• Single — one department
• 3 Departments — up to three departments

You may add any number of "+5 Departments" add-ons to either base plan. Each add-on increases the department limit by five. Current prices are on our pricing page. Prices are in Australian dollars and exclude GST unless stated.

You are responsible for giving accurate information when you register, for keeping sign-in access to your workspace secure, and for all activity under your account, including activity by the members and guests you invite.

Moving to a lower plan or fewer departments is handled by contacting us. If your department limit is reduced, existing departments are not deleted automatically, but you may not be able to add new ones until you are within the limit.

4. Acceptable use

You must not use the Service to:

• Break any law or regulation, or infringe anyone's rights, including privacy rights
• Store or share content that is unlawful, defamatory, harassing or infringing
• Send spam or unsolicited communications, or invite people who have no connection to your organisation's meetings
• Transmit malicious code or interfere with the Service or its security
• Try to access another customer's data or any part of the Service you are not authorised to use
• Resell or provide the Service to others without our written consent

We may suspend or terminate an account that we reasonably believe breaches these Terms.

5. Customer obligations

Privacy compliance

Your organisation decides what is entered into its workspace and who is invited. You are responsible for having the right to collect and use that information, for telling the people concerned where the law requires, and for responding to requests from people about information you hold in the Service. Do not enter sensitive information unless you have the right to and have taken appropriate care.

Records and decisions

Agoraly is a tool to help you keep meeting records. It does not give legal, governance or compliance advice, and you remain responsible for the accuracy of your minutes and for meeting any record-keeping duties your organisation has.

Guests

A guest invitation is for one meeting only. You are responsible for inviting only the people you intend to.

6. Your data and privacy

Each customer's data is kept in a separate database. We do not access the content of your workspace except as needed to run, secure and support the Service, or where the law requires.

You keep ownership of the content you put into the Service. You grant us a non-exclusive licence to store and process it solely to provide the Service to you.

Our handling of personal information is described in our Privacy Policy, which forms part of these Terms. If your subscription ends, your data is retained for up to 12 months and then deleted, unless you ask for earlier deletion or the law requires longer retention.

7. Intellectual property

The software, designs, text and other materials that make up Agoraly belong to OchreOnline Pty Ltd or its licensors. These Terms do not transfer any of those rights to you. You must not copy, reverse-engineer or attempt to extract the source code of the Service.

8. Availability

We aim to keep the Service available and reliable, but we do not guarantee uninterrupted or error-free access. We may carry out maintenance that temporarily affects availability and will give reasonable notice of planned downtime where we can.

The Service depends on third-party providers. We are not liable for interruptions caused by them, to the extent the law allows.

9. Billing, trials and cancellation

Subscriptions are billed monthly in advance in Australian dollars through Stripe. GST is added to the listed prices. By subscribing you authorise Stripe to charge your payment method on a recurring basis.

Free trial

The Single plan includes a 14-day free trial. A payment method is required to start it. Unless you cancel before the trial ends, your subscription becomes paid and the first charge is made when the trial ends.

Add-ons

If you buy an add-on from inside the Service, your subscription is updated and a pro-rated charge for the remainder of the current billing period may be made straight away. If you add one during a trial, it is charged when the trial ends.

Cancellation

You can cancel at any time through the billing option in your workspace or by contacting us. Cancellation takes effect at the end of the current billing or trial period, and your workspace stays available until then. We do not provide refunds for unused time in a period, except where the law requires.

Failed payments

If a payment fails we will try to collect it and may notify you by email. If it remains unpaid for more than 14 days we may suspend access until it is paid. Data is retained while access is suspended.

Price changes

We may change prices on at least 30 days' written notice. A change takes effect from your next billing period, and you may cancel before then if you do not agree.

Australian Consumer Law

Nothing in these Terms excludes or limits any right you have under the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)), including consumer guarantees that cannot lawfully be excluded.

10. Limitation of liability

To the maximum extent permitted by law, our total liability to you for any claim arising out of or in connection with the Service is limited to the amount you paid us in the 12 months before the claim arose.

To the maximum extent permitted by law, we are not liable for indirect or consequential loss, loss of data, revenue or business opportunity, or loss caused by your breach of these Terms or by third-party outages.

Nothing in these Terms limits liability that cannot lawfully be limited or excluded, including under the Australian Consumer Law. Where the law allows us to limit our liability for a failure to comply with a consumer guarantee, we may limit it to resupplying the Service or paying the cost of having it resupplied.

11. Indemnity

You agree to indemnify us against claims, losses and reasonable costs arising from your use of the Service in breach of these Terms, from content you put into the Service, or from your failure to meet your privacy obligations, except to the extent we caused the loss.

12. Termination and suspension

You may stop using the Service at any time by cancelling as described in section 9. We may suspend or end your access if:

• You materially breach these Terms and do not fix it within 7 days of written notice
• Your use poses a security risk or harm to other users
• The law or a lawful authority requires it
• A payment is overdue by more than 14 days

When access ends, your right to use the Service ends. Data retention and deletion are described in section 6 and our Privacy Policy.

13. Changes to these terms

We may update these Terms. We will email account holders about material changes at least 30 days before they take effect. If you keep using the Service after that date you accept the updated Terms, and you may cancel before then if you do not agree.

14. Governing law

These Terms are governed by the laws of the Northern Territory, Australia. Both parties submit to the non-exclusive jurisdiction of the courts of the Northern Territory and the Federal Court of Australia.

15. Contact

• Email: hello@agoraly.com.au
• Company: OchreOnline Pty Ltd, ABN 66 783 251 59
• Website: agoraly.com.au