By subscribing to, accessing or using the Eaco System, the Client agrees to be bound by this Licence. This Licence sets out the full terms and conditions under which Eaco Systems provides the Eaco technology platform (“Services”).

In this Licence:

• Additional Terms means any extra terms agreed in writing and applied to the Client’s use of the Services.
   

• Business Day means a day other than a Saturday, Sunday or public holiday in Melbourne.
   

• Client means the organisation, entity or individual subscribing to or using the Services.
   

• Commencement Date means the date the Client first subscribes or accesses the Services.
   

• Confidential Information means all trade secrets, know-how, data, documents, and information relating to either party which is disclosed in connection with the Services, but not information that is public or already known to the other party.
   

• Fees means the licence and service fees payable by the Client under this Licence.
   

• Force Majeure means an event beyond a party’s reasonable control, including fire, flood, natural disaster, strike, riot, civil commotion, war, pandemic, power or telecom failures, or outages of third-party hosting providers.
   

• GST Law means the A New Tax System (Goods and Services Tax) Act 1999 (Cth) and related rulings.
   

• Intellectual Property means all existing and future rights in copyright, trademarks, patents, designs, software (source and object code), algorithms, methods, trade secrets, know-how and similar rights worldwide.
   

• Moral Rights means the rights of authorship, attribution, and integrity under law.
   

• Personal Information means any information or opinion about an identifiable individual.
   

• Representative means an employee, contractor or agent of either party.
   

• Services means the Eaco technology platform, including its modules, mobile applications, reporting and support.
   

• Term means the duration of this Licence, as set out in clause 3.
   

• Works means all materials, documents, software, reports, code, designs or content created by Eaco Systems in connection with providing the Services.

• This Licence commences on the Commencement Date.
   

• The initial Term is 12 months, and it automatically renews for successive 12-month periods unless terminated per this Licence.

Eaco Systems will:

• Provide access to the Eaco platform, including its core modules (Jobs, Contacts, Finance, Managed Properties, Asset Management, Mobile App, Reporting, Training) and advanced modules where available.
   

• Maintain a minimum 99% uptime each month, excluding scheduled maintenance with 48 hours’ prior notice.
   

• Provide onboarding, training and reasonable support.
   

• Continuously improve and update the platform, including patches, upgrades, and enhancements.

The Client must:

• Provide accurate and complete business data for onboarding and ongoing use.
   

• Ensure staff, contractors and providers use the Services lawfully and per this Licence.
   

• Manage its users, subcontractors and data uploaded into the system.
   

• Warrant that it has the right to provide all data, that such data does not infringe any third-party rights, and that it will not use the Services for unlawful purposes.
   

• Authorise Eaco Systems to use the Client’s name, logo and publicly available information in marketing, unless opted out in writing.

• All Fees are invoiced by Eaco Systems and are payable within 7 days.
   

• Fees are exclusive of GST unless otherwise stated.
   

• Out-of-pocket expenses reasonably incurred by Eaco and pre-approved by the Client will be reimbursed.
   

• Eaco may review and adjust Fees annually by providing at least 30 days’ written notice.

• Eaco will only use Personal Information to deliver the Services.
   

• Data will be stored securely in Australia and will not be transferred overseas without written consent.
   

• On termination, Client data will be returned in CSV format within 7 business days of request.
   

• After 30 days post-termination, Eaco has no obligation to retain Client data.

​Both parties agree not to disclose or use the other’s Confidential Information except to the extent required to perform their obligations. This obligation continues after termination.

• All Intellectual Property in the Eaco platform and Works created by Eaco Systems remain the property of Eaco Systems.
   

• Client retains ownership of its pre-existing Intellectual Property, granting Eaco a royalty-free licence to use it where required for the provision of the Services.
   

• Eaco may use its general know-how, methodologies and experience gained from delivering the Services.

Eaco Systems warrants that:

• It has the right to grant this Licence.
   

• The Services will be provided with reasonable care and skill.
   

• Use of the Services per this Licence will not infringe third-party intellectual property rights.

• The Client indemnifies Eaco Systems and its Representatives against any claims, damages or expenses arising out of the Client’s use of the Services, subject to the limitation of liability in clause 12.
   

• Eaco maintains:

1. Workers’ compensation insurance for employees;

2. Public and product liability insurance of not less than $10 million;

3. Professional indemnity insurance of not less than $10 million.

• To the maximum extent permitted by law, Eaco’s total liability arising under or in connection with this Licence (whether in contract, tort or otherwise) is limited to the lesser of:
  (a) the total Fees paid by the Client in the 12 months preceding the event; or
  (b) the amount covered by Eaco’s professional indemnity insurance.
   

• Eaco is not liable for indirect, consequential or special loss, including lost profits, lost data, or reputational damage.

Eaco may suspend or restrict the Client’s access to the Services immediately if:

• Fees remain unpaid after the due date;
   

• The Client is in breach of this Licence; or
   

• The Client’s use threatens the security, integrity or availability of the Services.

Eaco will ensure Services are provided safely and that its Representatives will not perform work where unsafe.

• By Client: The Client may terminate after the initial 12 months by giving 3 months’ written notice.
   

• By Either Party: Either may terminate for material breach not remedied within 30 days, insolvency, or Force Majeure lasting more than 30 days.
   

• On Termination:

1. All Fees must be paid up to the termination date.

2. Client data will be returned as specified in clause 7.

Eaco Systems may amend or update this Licence from time to time by publishing the revised version on its website. Clients will be notified of material changes by email or in-app notification. Continued use of the Services after the effective date of the updated Licence constitutes acceptance of the revised terms. If the Client does not agree to the updated terms, the Client may terminate the Licence under clause 15

• Notices: Must be in writing and delivered by email, registered mail or courier.
   

• Relationship: The parties are independent contractors; nothing creates an employment, agency or partnership relationship.
   

• Assignment: Neither party may assign rights without prior written consent.
   

• Updates: Eaco may update or modify the Services at any time, provided this does not materially reduce functionality.
   

• Law: This Licence is governed by the laws of Victoria, Australia.
   

• Disputes: Disputes must first be resolved by negotiation, then by mediation in Melbourne before litigation.
   

• Severability: If any provision is invalid, the remainder of the Licence remains enforceable.
   

• Entire Agreement: This Licence constitutes the entire agreement between the parties in respect of the Services.