Terms of Service

1. Agreement and scope

These Terms of Service ("Terms") are an agreement between Vertical Flows ("VF", "we", "us" or "our") and the person or organisation accessing or using our websites, applications, Vee, client request links and related services (together, the "Service").

By creating an account, accepting an invitation, accessing a client request or using the Service, you agree to these Terms. If you use the Service for an organisation, you agree on its behalf and "you" includes that organisation.

An order form, subscription schedule, data processing agreement or other written customer agreement may add to or vary these Terms. If there is a conflict, the signed customer agreement or order form prevails for that conflict.

2. Eligibility and authority

You must be at least 18 years old and legally able to enter this agreement. If you act for a business or other organisation, you represent that you have authority to bind it and to administer its workspace, users and data.

3. The Service

VF provides workflow orchestration, structured client collection, review, approval and integration features for professional-services work. Features and limits may vary by plan, configuration, region or customer agreement.

VF may provide previews, draft outputs and actions that require review or approval. A displayed draft, suggestion, readiness state or integration option is not proof that an external action has occurred. The Service will identify when an action is prepared, blocked, awaiting approval or completed based on the evidence available to it.

4. Accounts and security

You must:

• provide accurate account information and keep it current;
• keep sign-in credentials and access links secure and confidential;
• use individual accounts rather than sharing credentials;
• give users only the access reasonably needed for their role;
• promptly remove access that is no longer authorised; and
• tell us promptly at support@verticalflows.com if you suspect unauthorised access or misuse.

You are responsible for activity through your account to the extent it results from your acts, omissions or failure to protect access.

5. Customer Content and client data

"Customer Content" means information, files, prompts, branding, instructions and other material submitted to or generated for your workspace. As between you and VF, you retain your rights in Customer Content.

You give VF a non-exclusive licence to host, copy, process, transmit, display and otherwise use Customer Content only as needed to provide, secure, support and improve the Service, comply with law and carry out your authorised instructions.

You are responsible for ensuring that:

• you have a lawful basis and all necessary notices, consents and permissions to collect and use Customer Content;
• your workflows request only information reasonably needed for a legitimate purpose;
• your instructions and Customer Content do not infringe another person's rights or breach law; and
• you review and correctly configure access, retention, recipients and connected systems.

Our handling of personal information is also described in our Privacy Policy.

6. Vee, AI and professional judgement

Vee uses AI-assisted and deterministic features to interpret requests, draft material, classify information and suggest workflow steps. AI output may be incomplete, inaccurate or unsuitable for a particular matter.

VF does not provide accounting, tax, legal, financial or other professional advice. You remain responsible for professional judgement, client communications, regulatory obligations, final work product and decisions made using the Service.

You must review outputs before relying on them and must not use Vee as the sole basis for a decision that may materially affect a person's rights, interests, eligibility or access to a service. Approval controls must not be bypassed.

7. Acceptable use

You must not, and must not help anyone to:

• use the Service unlawfully, fraudulently, deceptively or to harm another person;
• collect, upload or disclose information without appropriate authority;
• submit malicious code or attempt to disrupt, overload or bypass the Service or its security;
• probe, scan or test vulnerabilities except under a written VF security testing authorisation;
• access another customer, workspace, account or data without permission;
• reverse engineer, copy or derive source code from the Service except to the limited extent law does not allow that restriction;
• use automated means to scrape the Service or create unreasonable load;
• resell, sublicense or provide the Service to a third party except as permitted by your plan or written agreement;
• remove proprietary notices or misrepresent VF output as independently verified professional advice; or
• use the Service to develop or train a competing product using VF's non-public interfaces, workflows or materials.

8. Third-party services

The Service may connect with third-party services such as identity, accounting, email, storage, payment or AI providers. You choose which integrations to enable and authorise the access they require.

Third-party services are governed by their own terms and privacy practices. VF is not responsible for a third-party service's operation, availability or acts, but this does not limit any responsibility VF cannot exclude under law. You are responsible for maintaining valid third-party accounts and reviewing permissions.

9. Plans, fees and taxes

If you purchase a paid plan, you agree to pay the fees, billing frequency and taxes shown when you subscribe or set out in an order form. Unless stated otherwise, prices are in Australian dollars and include GST where required.

Subscription fees are billed in advance and renew for the stated period until cancelled. You may cancel future renewal through the available account or support process. Except where required by law or stated in an order form, fees already paid are not refundable for a change of mind.

We will give reasonable notice of price changes for a renewing subscription. If payment is overdue, we may limit paid features or suspend the affected workspace after reasonable notice, except where immediate action is reasonably necessary to prevent loss or misuse.

10. Intellectual property

VF and its licensors own the Service, software, interfaces, workflow system, documentation, trademarks and other VF materials, including all related intellectual property rights. These Terms give you a limited, non-exclusive, non-transferable right to use the Service during your authorised subscription or access period.

If you provide feedback, you allow us to use it without restriction or payment, provided we do not identify you publicly without permission or use your confidential information contrary to these Terms.

11. Confidentiality and security

Each party must protect the other's non-public information using reasonable care and use it only to perform this agreement. This obligation does not apply to information that is public through no breach, already lawfully known, independently developed or lawfully received without confidentiality restrictions.

A party may disclose confidential information where required by law if it gives notice where legally permitted and reasonably cooperates to limit the disclosure.

12. Availability and changes

We aim to provide a reliable Service but do not promise uninterrupted or error-free operation. Maintenance, incidents, third-party services and events outside reasonable control may affect availability.

We may improve, replace or discontinue features. We will give reasonable notice if a material change is likely to substantially reduce core paid functionality during a current subscription, unless urgent security, legal or provider changes require faster action.

13. Suspension and termination

You may stop using the Service at any time and may cancel a subscription as described in section 9. Either party may terminate a written customer agreement as it permits.

We may suspend or terminate access if you materially breach these Terms, fail to pay undisputed fees after notice, create a material security or legal risk, or use the Service in a way that could harm another person, VF or the Service. Where reasonable, we will give notice and an opportunity to fix the issue before suspension or termination.

On termination, your right to use the Service ends. We will handle Customer Content in line with the applicable customer agreement, our Privacy Policy and legal retention obligations. Sections intended by their nature to continue will survive, including confidentiality, intellectual property, liability, disputes and general terms.

14. Warranties and consumer rights

Nothing in these Terms excludes, restricts or modifies a guarantee, right or remedy that cannot lawfully be excluded, including under the Australian Consumer Law.

Subject to those non-excludable rights, the Service is provided on an "as available" basis. We do not warrant that every feature will meet every professional, regulatory or customer requirement, that AI output will be accurate, or that third-party services will remain available.

15. Liability

Nothing in these Terms limits liability for fraud, wilful misconduct, death or personal injury caused by negligence, breach of confidentiality, infringement of the other party's intellectual property rights, or liability that cannot lawfully be limited.

To the extent permitted by law, neither party is liable to the other for indirect, special or consequential loss, or for lost profits, revenue, goodwill or anticipated savings, except to the extent that loss was reasonably foreseeable and directly caused by a breach of a non-excludable consumer guarantee.

To the extent permitted by law, each party's total aggregate liability arising out of or relating to the Service in a 12-month period is limited to the fees paid or payable for the Service during that period. This limit does not apply to the liabilities excluded from limitation in the first paragraph of this section.

Where a consumer guarantee applies and the law allows us to limit the remedy, our liability is limited, at our option, to supplying the services again or paying the reasonable cost of having them supplied again.

16. Disputes and governing law

Before starting court proceedings, a party should give the other written notice of the dispute and allow at least 30 days for authorised representatives to try to resolve it in good faith. This does not prevent either party seeking urgent or interlocutory relief.

These Terms are governed by the laws of New South Wales, Australia. The parties submit to the non-exclusive jurisdiction of the courts of New South Wales and courts entitled to hear appeals from them. If mandatory consumer law gives you the right to bring a claim elsewhere, this section does not take that right away.

17. Changes to these Terms

We may update these Terms to reflect changes to the Service, law or our business. We will publish the updated Terms and change the effective date. We will give reasonable advance notice of a material change that adversely affects current paid use, unless an urgent legal or security reason requires faster action.

If you do not agree to an updated version, you may stop using the Service and cancel future renewal before the change takes effect. Continued use after the effective date means the updated Terms apply.

18. General

Neither party may assign this agreement without the other's consent, which must not be unreasonably withheld, except in connection with a genuine corporate restructure, merger or sale of substantially all relevant assets. We may use subcontractors but remain responsible for our obligations under these Terms.

A failure to enforce a term is not a waiver. If a term is unenforceable, it will be read down to the minimum extent necessary and the remaining terms continue. These Terms and any applicable customer agreement form the entire agreement about the Service and replace earlier discussions on the same subject.

Neither party is liable for delay caused by events beyond its reasonable control, except for payment obligations already due. Nothing in these Terms creates a partnership, employment, fiduciary or agency relationship.

19. Contact us