Acceptance of Terms

Welcome to Workable (the "Service"). These Terms of Service (these "Terms") are a legal agreement between you ("you" or "User") and Candesce Pty Limited ("Company," "we," "us," or "our").

By accessing or using the Service, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Service.

If you are using the Service on behalf of an organization (such as your employer), you represent and warrant that you have the authority to bind that organization to these Terms, and "you" and "User" will refer to that organization.

1. DEFINITIONS

1.1 "Account" means your registered account for accessing and using the Service.

1.2 "Content" means any text, data, information, software, graphics, photographs, videos, audio, or other materials.

1.3 "Service" means the Workable software-as-a-service platform, including all features, functionality, and content provided by Company at https://work-able.app and through mobile applications, APIs, and other interfaces.

1.4 "Subscription Plan" means the specific pricing plan and feature set you have selected for your Account (e.g., Free, Starter, Pro, Enterprise).

1.5 "User Content" means any Content that you upload, submit, post, transmit, or otherwise make available through the Service.

1.6 "Intellectual Property Rights" means all patent rights, copyright rights, trademark rights, trade secret rights, and any other intellectual property rights recognized in any country or jurisdiction in the world.

1.7 "Usage Data" means technical, diagnostic, analytics, and usage data relating to your access to and use of the Service, including product interaction data, performance data, and telemetry generated through operation of the Service.

2. ELIGIBILITY

2.1 Age Requirement. You must be at least 18 years old to use the Service. By using the Service, you represent and warrant that you meet this age requirement.

2.2 Legal Capacity. You must have the legal capacity to enter into a binding contract. If you do not have such capacity, you may not use the Service.

2.3 Compliance with Laws. You must comply with all applicable laws and regulations in your use of the Service.

2.4 Prohibited Jurisdictions. You may not access or use the Service in any country, territory, or by or for any person or entity, where such access or use would cause us or you to breach any applicable export control or sanctions law.

3. ACCOUNT REGISTRATION AND SECURITY

3.1 Account Creation. To access certain features of the Service, you must create an Account by providing:

• Your name
• Email address
• Organization name (optional)

3.2 Accurate Information. You agree to provide accurate, current, and complete information during registration and to update such information to keep it accurate, current, and complete.

3.3 Account Security. You are responsible for:

• Maintaining the confidentiality of your Account credentials
• All activities that occur under your Account
• Notifying us immediately of any unauthorized use of your Account

We are not liable for any loss or damage arising from your failure to protect your Account credentials.

3.4 One User Account Per User. You may not share your User Account with others.

3.5 Account Termination for False Information. We reserve the right to suspend or terminate your Account if any information you provide is inaccurate, false, or incomplete.

4. SUBSCRIPTION PLANS AND BILLING

4.1 Subscription Plans. We offer Subscription Plans. Current pricing is available at https://work-able.app/pricing.

4.2 Free Trials. We may offer a free trial period for certain Subscription Plans, and the trial period may include limits on available functionality. The free trial period is 14 days unless otherwise specified. At the end of the free trial, your Account will automatically convert to a paid subscription unless you cancel before the trial period ends.

4.3 Billing and Payment.

• Billing Cycle: Paid subscriptions are billed in advance on a monthly basis.
• Automatic Renewal: Your subscription will automatically renew at the end of each billing cycle unless you cancel before the renewal date.
• Payment Method: You must provide a valid payment method (credit card, debit card, or other accepted payment method).
• Authorization: By providing a payment method, you authorize us to charge the applicable fees to that payment method.

4.4 Price Changes. We reserve the right to change our pricing at any time. Price changes will take effect at the start of your next billing cycle after we provide you with at least 30 days' notice. If you do not agree to the price change, you may cancel your subscription.

4.5 Taxes. All fees are exclusive of taxes. You are responsible for paying all applicable taxes, including sales tax, VAT, GST, and other indirect taxes. We will collect such taxes if required by law.

4.6 Refunds. All fees are non-refundable except as expressly stated in these Terms or where you are entitled to a refund or other remedy under applicable law, including the Australian Consumer Law. If you cancel your subscription, you will continue to have access to the Service until the end of your current billing cycle, but you will not receive a refund for any unused portion unless applicable law provides otherwise.

4.7 Late Payment. If we do not receive payment from your payment method, we may suspend or terminate your Account. You will be responsible for all reasonable costs of collection, including legal costs.

4.8 Downgrades. If you downgrade to a lower-tier Subscription Plan, you may lose access to certain features, and your User Content may be subject to storage limits. We are not responsible for any loss of User Content resulting from a downgrade.

5. LICENSE AND RESTRICTIONS

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

5.2 License Restrictions. You may not:

• Copy, modify, or create derivative works of the Service
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Service
• Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make the Service available to third parties
• Remove, alter, or obscure any proprietary notices (copyright, trademark, etc.) on the Service
• Use the Service to build a competitive product or service
• Use the Service in any manner that violates applicable laws or regulations
• Use the Service to send spam, malware, viruses, or other harmful code
• Attempt to gain unauthorized access to the Service or related systems

5.3 API Usage. If we provide API access, you must comply with our API Terms of Use. API access may be subject to rate limits and other restrictions.

5.4 Third-Party Services. The Service may integrate with third-party services (e.g., payment processors, cloud storage, authentication providers). Your use of such third-party services is governed by their respective terms of service and privacy policies.

5.5 Beta Features. We may from time to time make available features, functionality, or services that are identified as beta, pilot, preview, early access, evaluation, or by a similar designation ("Beta Features"). Beta Features are provided on an "as is" and "as available" basis, may contain errors or defects, may be changed or withdrawn at any time, are excluded from any service level commitments under these Terms or any applicable service level agreement, and are supported on a best-efforts basis only.

6. USER CONTENT

6.1 User Content Ownership. You retain all ownership rights in your User Content. We do not claim ownership of any User Content you upload or submit through the Service.

6.2 License to User Content. By uploading or submitting User Content to the Service, you grant us a worldwide, non-exclusive, royalty-free, sublicensable, transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform your User Content in connection with:

• Providing and improving the Service
• Promoting the Service (with your express permission)
• Complying with legal obligations

This license terminates when you delete your User Content from the Service, except that:

• Deletion may not be immediate due to technical or operational limitations (e.g., backups)
• We may retain User Content as required by law or to resolve disputes

6.3 User Content Restrictions. You may not upload, submit, or transmit User Content that:

• Infringes any Intellectual Property Rights of others
• Contains viruses, malware, or other harmful code
• Violates any applicable law or regulation
• Is defamatory, obscene, pornographic, abusive, or harassing
• Promotes illegal activities, violence, or discrimination
• Impersonates another person or entity
• Contains private or confidential information of others without authorization

6.4 Content Monitoring. We have no obligation to monitor User Content, but we reserve the right to:

• Review, edit, or remove User Content that violates these Terms
• Suspend or terminate Accounts that violate these Terms
• Cooperate with law enforcement in investigating illegal activities

6.5 Backup Responsibility. You are solely responsible for backing up your User Content. We are not responsible for any loss or corruption of User Content.

6.6 Use of Data for Artificial Intelligence and Machine Learning. You authorise us to use Usage Data and User Content to develop, train, test, and enhance artificial intelligence and machine learning models used in connection with our products and services, including third-party components used as part of the Service, provided that:

• Usage Data and User Content are aggregated before being used for those purposes; and
• we use commercially reasonable efforts, consistent with industry-standard de-identification practices and technology, to de-identify Usage Data and User Content before such use.

Nothing in this Section 6.6 limits our obligations in relation to personal information contained in Usage Data or User Content under applicable privacy laws.

Because of the nature of artificial intelligence and machine learning, any output, suggestion, analysis, or other information generated by features that use those technologies may be incorrect, incomplete, or inaccurate and is not a substitute for human review, professional judgment, or appropriate oversight.

7. INTELLECTUAL PROPERTY

7.1 Service Ownership. The Service, including all Content (other than User Content), features, functionality, software, text, graphics, logos, and trademarks, is owned by Company or its licensors and is protected by Australian and international copyright, trade mark, patent, and other Intellectual Property Rights.

7.2 Feedback. If you provide us with feedback, suggestions, or ideas about the Service ("Feedback"), you grant us an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use, modify, and incorporate such Feedback into the Service without any obligation to you.

8. ACCEPTABLE USE POLICY

8.1 Prohibited Activities. You may not use the Service to:

Illegal Activities:

• Violate any local, state, national, or international law or regulation
• Promote or facilitate illegal activities (e.g., drug trafficking, money laundering, fraud)

Abuse and Harassment:

• Harass, threaten, intimidate, or abuse other users
• Engage in hate speech, discrimination, or bullying

Spam and Unsolicited Communications:

• Send spam, phishing emails, or unsolicited commercial messages
• Use the Service for bulk email marketing without recipients' consent

Security Violations:

• Attempt to gain unauthorized access to the Service or other users' Accounts
• Interfere with or disrupt the Service or servers/networks connected to the Service
• Use automated tools (bots, scrapers, crawlers) without our permission
• Probe, scan, or test the vulnerability of the Service
• Circumvent security features or authentication measures

Intellectual Property Violations:

• Upload Content that infringes copyright, trademark, patent, or other Intellectual Property Rights
• Distribute pirated software, illegal content, or stolen materials

Malicious Code:

• Upload or transmit viruses, worms, malware, ransomware, or other harmful code

Misrepresentation:

• Impersonate another person, company, or entity
• Falsely state or misrepresent your affiliation with any person or entity

Resource Abuse:

• Excessively use system resources in a manner that negatively impacts other users
• Use the Service in a way that overloads our servers or infrastructure

8.2 Enforcement. If you violate this Acceptable Use Policy, we may:

• Issue a warning
• Suspend or limit your access to the Service
• Terminate your Account
• Remove or disable access to violating Content
• Report violations to law enforcement

9. TERMINATION AND SUSPENSION

9.1 Termination by You. You may terminate your Account at any time by:

• Canceling your subscription through your Account settings
• Contacting us at support@candesce.com.au

Upon termination, you will continue to have access to the Service until the end of your current billing cycle. No refunds will be provided for any unused portion of your subscription unless you are entitled to a refund or other remedy under applicable law, including the Australian Consumer Law.

9.2 Termination by Us. We may suspend or terminate your Account at any time, with or without notice, if:

• You violate these Terms
• You fail to pay applicable fees
• We are required to do so by law
• We discontinue the Service (with 30 days' notice)

9.3 Effect of Termination. Upon termination:

• Your license to use the Service will immediately terminate
• We may delete your Account and User Content
• You must immediately cease all use of the Service

9.4 Survival. The following sections will survive termination: Sections 6.2 (License to User Content), 6.6 (Use of Data for Artificial Intelligence and Machine Learning), 7 (Intellectual Property), 10 (Disclaimer and Consumer Guarantees), 11 (Limitation of Liability), 12 (Indemnification), 13 (Dispute Resolution), and 15 (General Provisions).

10. DISCLAIMER AND CONSUMER GUARANTEES

10.1 Statutory Rights. Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, statutory guarantee, or other right or remedy you may have under the Australian Consumer Law or any other applicable law that cannot lawfully be excluded, restricted, or modified.

10.2 Disclaimer. Subject to Section 10.1, the Service is provided "as is" and "as available", and to the fullest extent permitted by law we exclude all representations, warranties, guarantees, and conditions of any kind, whether express, implied, statutory, or otherwise, including any implied warranties or conditions of acceptable quality, fitness for a particular purpose, title, and non-infringement.

10.3 Service Performance. Subject to Section 10.1, we do not warrant that the Service will be uninterrupted, error-free, secure, or free from viruses or other harmful code, or that any Content will be accurate, complete, or reliable.

WE DO NOT GUARANTEE:

• Uptime or availability (while we strive for high availability, we do not guarantee 99.9% uptime or any specific uptime percentage unless you have a separate Service Level Agreement)
• Data security or backup (you are responsible for backing up your User Content)
• Compatibility with third-party services

Subject to Section 10.1, use of the Service is at your own risk.

11. LIMITATION OF LIABILITY

11.1 Liability Cap. Subject to Sections 11.3 and 11.4, and to the fullest extent permitted by law, our total aggregate liability to you for any claims arising out of or related to these Terms or the Service will not exceed the greater of:

(A) THE TOTAL AMOUNT YOU PAID TO US IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY; OR

(B) A$100.

11.2 Exclusion of Certain Loss. Subject to Sections 11.3 and 11.4, and to the fullest extent permitted by law, we are not liable for:

• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
• LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES
• LOSS OF GOODWILL OR REPUTATION
• COST OF SUBSTITUTE SERVICES

EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.3 Non-Excludable Rights. Nothing in these Terms excludes, restricts, or modifies any right or remedy you may have under the Australian Consumer Law or any other applicable law that cannot lawfully be excluded, restricted, or modified.

11.4 Limitation Where Permitted. Where a consumer guarantee or other term is implied by law and cannot be excluded, but our liability for failing to comply with that guarantee or term may lawfully be limited, then, to the extent permitted by law, our liability is limited, at our option, to:

• supplying the services again; or
• paying the cost of having the services supplied again.

This limitation applies only to the extent permitted by law and, in particular, where the Service is not of a kind ordinarily acquired for personal, domestic, or household use or consumption.

11.5 Scope. This Section 11 applies whether the claim arises in contract, tort (including negligence), under statute, in equity, or otherwise.

12. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Company, its affiliates, and their respective officers, directors, employees, agents, and representatives from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal costs) arising out of or related to:

(a) Your use of the Service;

(b) Your violation of these Terms;

(c) Your violation of any rights of another party, including Intellectual Property Rights;

(d) Your User Content; or

(e) Your violation of any applicable laws or regulations.

We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you will cooperate with us in asserting any available defenses.

13. DISPUTE RESOLUTION

13.1 Informal Resolution. If a dispute, controversy, or claim arises out of or in connection with these Terms or the Service, a party must first give written notice of the dispute to the other party at support@candesce.com.au, setting out the nature of the dispute and the outcome sought. The parties must use reasonable endeavours, acting in good faith, to resolve the dispute by negotiation within 30 days after that notice is received.

13.2 Mediation. If the dispute is not resolved under Section 13.1 within that 30-day period, the dispute must be referred to confidential mediation in Sydney, New South Wales, Australia. The mediator will be appointed by agreement between the parties or, if the parties do not agree within 7 days, by the Resolution Institute (or any successor body). Unless the parties agree otherwise, each party must bear its own costs of the mediation and share the mediator's fees equally.

13.3 Arbitration. If the dispute is not resolved within 30 days after the appointment of the mediator, or if a party fails or refuses to participate in the mediation, the dispute must be finally resolved by arbitration seated in Sydney, New South Wales, Australia. The arbitration will be conducted in English before a single arbitrator appointed by agreement between the parties or, failing agreement, by the Resolution Institute (or any successor body), and will be conducted in accordance with the Commercial Arbitration Act 2010 (NSW). The arbitral award will be final and binding on the parties.

13.4 Urgent Relief. Nothing in this Section 13 prevents either party from seeking urgent interlocutory, injunctive, or equitable relief from a court of competent jurisdiction, including relief to protect confidential information or Intellectual Property Rights.

13.5 Governing Law. These Terms are governed by and are to be construed in accordance with the laws of New South Wales, Australia.

13.6 Jurisdiction. Subject to Section 13.3, the parties irrevocably submit to the exclusive jurisdiction of the courts of New South Wales, Australia, and the courts of the Commonwealth of Australia sitting in New South Wales, in respect of any proceedings arising out of or in connection with these Terms or the Service.

14. COPYRIGHT COMPLAINTS

14.1 Copyright Complaints. We respect the Intellectual Property Rights of others and expect our users to do the same. If you believe that any material made available through the Service infringes your copyright, you may send us a written notice at support@candesce.com.au with sufficient information for us to investigate the complaint.

Your notice should include:

(a) your name and contact details;

(b) details of the copyright work said to be infringed;

(c) details of the material said to be infringing, including its location on the Service;

(d) the basis on which you say you own or are authorised to act on behalf of the owner of the copyright; and

(e) a statement that you believe, in good faith, that the use of the material is not authorised by the copyright owner, its agent, or the law, and that the information in your notice is accurate.

14.2 Our Response. We may investigate any copyright complaint and, where appropriate, remove or disable access to the relevant material, request further information, or take any other steps we consider reasonable in the circumstances.

14.3 Repeat Infringement. We may suspend or terminate the Accounts of users who repeatedly or materially infringe the Intellectual Property Rights of others.

15. PRIVACY AND DATA SECURITY

15.1 Privacy Policy. Our Privacy Policy explains how we collect, use, disclose, store, and otherwise handle personal information in connection with the Service.

15.2 Data Security. We take reasonable steps to protect personal information and other data held through the Service from misuse, interference, loss, and unauthorised access, modification, or disclosure. However, no method of transmission over the internet or electronic storage is completely secure, and we cannot guarantee absolute security. See Section 10 (Disclaimer and Consumer Guarantees) for details.

15.3 Third-Party Providers and Cross-Border Processing. In providing the Service, we may use hosting, infrastructure, analytics, communications, support, and other service providers located in Australia and other countries. As a result, your use of the Service may involve the disclosure, storage, or processing of personal information and other data in those jurisdictions, as described in our Privacy Policy.

16. CHANGES TO TERMS

16.1 Modifications. We reserve the right to modify these Terms at any time. If we make material changes, we will notify you by:

• Posting the updated Terms on the Service with a new "Last Updated" date
• Sending you an email notification (to the email address associated with your Account)
• Displaying a prominent notice on the Service

16.2 Effective Date. Material changes will take effect 30 days after we provide notice. Non-material changes (e.g., clarifications, formatting) will take effect immediately upon posting.

16.3 Continued Use. Your continued use of the Service after the effective date of the updated Terms constitutes your acceptance of the changes. If you do not agree to the updated Terms, you must stop using the Service and cancel your Account.

17. GENERAL PROVISIONS

17.1 Entire Agreement. These Terms, together with our Privacy Policy and any other policies referenced herein, constitute the entire agreement between you and Company with respect to the Service and supersede all prior agreements, understandings, and communications, whether written or oral.

17.2 Assignment. You may not assign or transfer these Terms or your Account without our prior written consent. We may assign these Terms without your consent in connection with a merger, acquisition, or sale of assets.

17.3 Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

17.4 Waiver. No waiver of any provision of these Terms shall be effective unless in writing and signed by Company. No waiver of any breach shall constitute a waiver of any other breach.

17.5 Force Majeure. We shall not be liable for any delay or failure to perform our obligations under these Terms due to causes beyond our reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, government actions, or interruptions in internet or telecommunications services.

17.6 Export Compliance and Sanctions. You agree to comply with all applicable export control and sanctions laws and regulations in connection with your use of the Service. You represent that you are not located in, organised under the laws of, ordinarily resident in, or otherwise subject to any country, territory, person, or entity restrictions that would make it unlawful for us to provide the Service to you under applicable export control or sanctions laws.

17.7 Government Users. If you are a U.S. government entity, the Service is a "commercial item" as defined in 48 C.F.R. §2.101 and is provided with only those rights as are granted to all other users under these Terms.

17.8 Australian Government Users. If you are an Australian Commonwealth, State, Territory, or local government entity, these Terms apply subject to any applicable law, mandatory government policy, and procurement requirements binding on that entity. To the extent permitted by law, and without limiting any non-excludable statutory rights, nothing in these Terms limits any rights, powers, privileges, or immunities of the Crown. For relevant Commonwealth entities, these Terms are to be read subject to applicable requirements of the Public Governance, Performance and Accountability Act 2013 (Cth) and the Commonwealth Procurement Rules, to the extent applicable.

17.9 Relationship. Nothing in these Terms creates a partnership, joint venture, agency, employment, or fiduciary relationship between you and Company.

17.10 Third-Party Beneficiaries. These Terms are for the benefit of you and Company only, and no third party shall have any right to enforce these Terms.

17.11 Notices. Notices to you may be sent to the email address associated with your Account. Notices to us must be sent to support@candesce.com.au. Notices are deemed received when sent (for email) or upon receipt (for mail).

17.12 Language. These Terms are written in English. Any translation is provided for convenience only. In the event of any conflict between the English version and a translated version, the English version shall prevail.

18. CONTACT US

If you have questions about these Terms, please contact us:

Candesce Pty Limited care of: A Hallam Chartered Accountant 115 Haig Road, Auchenflower, QLD 4066 Australia

Email: support@candesce.com.au Support Portal: https://work-able.app/support