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Master Terms and Conditions

AAKUNA PTY LTD Trading as Trublu Software

MASTER SERVICES AGREEMENT

SOFTWARE-AS-A-SERVICE (SaaS) TERMS AND CONDITIONS

Including:

  • Cloud Point of Sale (POS) Software Licence
  • Ecommerce Website Platform Subscription
  • Online Ordering Services
  • Customer Relationship Management (CRM) Services
  • Inventory & Business Management Software
  • POS Hardware Purchase Terms
  • POS Hardware Lease-to-Own Terms
  • Hardware-as-a-Service (HaaS) Subscription Terms
  • Installation, Training & Onboarding Services
  • Software Support & Maintenance
  • Service Level Agreement (SLA)
  • Acceptable Use Policy
  • Privacy & Data Handling Terms

Version: 1.540
Effective Date: 01/07/2026
Last Updated: 10/07/2026

Issued By
AAKUNA PTY LTD Trading as Trublu Software
ABN: 84 671 839 339
Registered Office: Unit 3, 1 Herbert St, Slacks Creek QLD 4127
Email: [email protected]
Website: www.trublusoftware.com

Important Notice

This Master Services Agreement, including these Terms and Conditions ("Agreement"), governs the supply and use of all software, cloud services, ecommerce platform services, point of sale software, hardware products, professional services, support services and related products and services supplied by AAKUNA PTY LTD trading as Trublu Software ("Trublu Software", "AAKUNA", "we", "our" or "us").

By signing an Order Form, accepting a quotation, purchasing hardware, subscribing to any software or cloud service, registering an account, accessing or using the Platform, or otherwise using any product or service supplied by Trublu Software, the Customer agrees to be legally bound by this Agreement.

This Agreement applies to all business customers acquiring products or services from Trublu Software unless otherwise agreed in writing and signed by an authorised representative of AAKUNA PTY LTD.

Scope of this Agreement

This Agreement governs the provision of:

  • Trublu Software Cloud POS Software
  • Trublu Software Ecommerce Platform
  • Website Hosting Services
  • Online Ordering Services
  • Inventory & Product Management
  • Customer Loyalty & CRM Services
  • Reporting & Business Analytics
  • POS Hardware Supply
  • Hardware Purchase
  • Hardware Lease-to-Own Arrangements
  • Hardware-as-a-Service (HaaS) Subscriptions
  • Installation & Configuration Services
  • Data Migration Services
  • Training Services
  • Software Support & Maintenance
  • Custom Software Development
  • Third-Party Software Integrations
  • Payment Processing Integrations
  • Any additional products or services supplied by Trublu Software from time to time

Agreement Structure

This Agreement comprises the following sections:

  • Definitions and Interpretation
  • General Terms
  • SaaS Subscription Services
  • Ecommerce Platform Services
  • POS Software Licence
  • POS Hardware Purchase Terms
  • Lease-to-Own Hardware Terms
  • Hardware-as-a-Service (HaaS)
  • Installation, Configuration & Training
  • Support & Maintenance
  • Payment Processing Services
  • Fees, Invoicing & Payment
  • Custom Development Services
  • Intellectual Property Rights
  • Customer Data & Privacy
  • Data Protection, Privacy & Security
  • Warranties, Disclaimers & Limitation of Liability
  • Acceptable Use Policy
  • Australian Consumer Law
  • Indemnities
  • Suspension of Services
  • Termination
  • Effect of Termination
  • Personal Property Securities Act 2009 (Cth)
  • Dispute Resolution
  • Governing Law
  • General Provisions

Copyright © AAKUNA PTY LTD trading as Trublu Software. All rights reserved.
This Agreement and all associated documents contain confidential and proprietary information owned by AAKUNA PTY LTD trading as Trublu Software. Except as required by law or for the purpose of evaluating or performing this Agreement, no part of this document may be reproduced, copied, published or distributed without the prior written consent of AAKUNA PTY LTD.

1.1 Definitions

In this Agreement, unless the context otherwise requires:

Acceptable Use Policy
means the policy set out in Schedule D, as amended by Trublu Software from time to time.
Agreement
means this Master Services Agreement, including all schedules, annexures, Order Forms, quotations accepted by the Customer, policies incorporated by reference, and any amendments agreed in writing.
Authorised User
means an employee, contractor, director or other person authorised by the Customer to access or use the Services.
Australian Consumer Law or ACL
means Schedule 2 of the Competition and Consumer Act 2010 (Cth), as amended from time to time.
Business Day
means a day other than a Saturday, Sunday or public holiday in Brisbane, Queensland.
Confidential Information
means all information disclosed by one party to the other which is confidential in nature, including commercial, technical, financial, customer, supplier, product, software, security, pricing, marketing and business information, whether disclosed orally, electronically or in writing, but excludes information that:
  • is publicly available through no breach of this Agreement;
  • is independently developed without use of the disclosing party's Confidential Information; or
  • is lawfully obtained from a third party without restriction.
Customer
means the business entity identified in the applicable Order Form or accepted quotation.
Customer Data
means all data, information, text, images, files, customer records, product information, transaction data and other content uploaded to, stored on or processed using the Services by or on behalf of the Customer.
Custom Development
means software development, integrations, enhancements, programming, configuration, consultancy or professional services specifically requested by the Customer that are outside the standard Services.
Documentation
means user manuals, implementation guides, training materials, technical documentation and other documents supplied by Trublu Software relating to the Services.
Ecommerce Platform
means Trublu Software's hosted ecommerce website platform and associated cloud services.
Effective Date
means the earlier of:
  • the date the Customer signs an Order Form;
  • the date the Customer accepts a quotation;
  • the date the Customer first accesses the Services; or
  • the date Trublu Software commences supplying the Services.
Fees
means all subscription fees, licence fees, hardware charges, professional service fees, support fees, finance repayments, implementation charges and any other amounts payable under this Agreement.
Finance Partner
means a finance provider approved by Trublu Software to provide lease-to-own or other finance arrangements for Hardware.
Force Majeure Event
means an event beyond the reasonable control of a party, including natural disasters, fire, flood, pandemic, industrial disputes, internet outages, cyberattacks, acts of government, war, terrorism or failures of telecommunications infrastructure.
GST
has the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Hardware
means any physical products supplied by Trublu Software, including POS terminals, receipt printers, barcode scanners, cash drawers, payment terminals, tablets, touchscreens, computers, networking equipment, accessories and replacement parts.
Hardware-as-a-Service (HaaS)
means the monthly subscription model under which Hardware remains the property of Trublu Software unless ownership is expressly transferred under a separate written agreement.
Implementation Services
means installation, configuration, onboarding, setup, migration, deployment and training services supplied by Trublu Software.
Initial Term
means the minimum subscription period specified in an Order Form.
Intellectual Property Rights
means all present and future intellectual property rights including copyright, patents, trade marks, designs, trade secrets, confidential information, circuit layouts, domain names, database rights, software rights and all similar rights recognised anywhere in the world.
Licence
means the limited, non-exclusive, non-transferable and revocable right granted to the Customer to use the Software in accordance with this Agreement.
Loss
includes any loss, liability, damage, cost, expense, charge or claim (including legal costs on a full indemnity basis).
Order Form
means a quotation, proposal, online order, purchase order accepted by Trublu Software or any document describing the Services to be supplied.
Payment Gateway
means any payment processing provider integrated with the Services, including Trublu Software's preferred payment partner or approved third-party providers such as Stripe, Square or other Australian payment service providers.
Personal Information
has the meaning given in the Privacy Act 1988 (Cth).
PPSA
means the Personal Property Securities Act 2009 (Cth).
Professional Services
means consulting, implementation, project management, training, Custom Development or other services supplied by Trublu Software in addition to the standard subscription Services.
Renewal Term
means each successive renewal period following the Initial Term unless terminated in accordance with this Agreement.
Services
means all products and services supplied by Trublu Software under this Agreement, including Software, the Ecommerce Platform, Hardware, support, maintenance, hosting, integrations, Professional Services and related services.
Service Levels
means the service standards described in Schedule A.
Software
means the proprietary cloud-based point of sale software, ecommerce software, APIs, mobile applications, web applications, databases, updates, upgrades and related software supplied by Trublu Software.
Subscription
means the Customer's ongoing right to access and use the Services during the Subscription Term upon payment of the applicable Fees.
Subscription Term
means the Initial Term together with any Renewal Terms.
Support Services
means technical support, maintenance, updates, upgrades and helpdesk services supplied by Trublu Software.
Third-Party Services
means products or services supplied by persons other than Trublu Software, including payment gateways, hosting providers, accounting software, courier services, telecommunications providers and third-party integrations.
Trublu Software, we, our or us
means AAKUNA PTY LTD (ABN to be inserted) trading as Trublu Software, including its successors and permitted assigns.
Website
means any website, online store, web application or digital platform hosted or supplied by Trublu Software.

1.2 Interpretation

Unless the context otherwise requires:

  • headings are for convenience only and do not affect interpretation;
  • words importing the singular include the plural and vice versa;
  • words importing one gender include every gender;
  • a reference to a person includes an individual, company, corporation, partnership, trust, association, government authority or other legal entity;
  • a reference to legislation includes all amendments, replacements and subordinate legislation made under that legislation;
  • a reference to "including", "includes" or "such as" is to be interpreted as "including without limitation";
  • references to clauses, schedules and annexures are references to clauses, schedules and annexures of this Agreement;
  • where an obligation is imposed on more than one person, that obligation binds them jointly and severally;
  • any discretion exercisable by Trublu Software may be exercised reasonably and in good faith unless this Agreement expressly provides otherwise;
  • no rule of construction applies against a party merely because that party prepared or drafted this Agreement;
  • all monetary amounts are expressed in Australian Dollars (AUD) unless otherwise stated;
  • if an act required under this Agreement is due on a day that is not a Business Day, it must be performed on the next Business Day;
  • references to writing include electronic communications capable of being retained and reproduced.

1.3 Order of Precedence

If there is any inconsistency between the documents forming this Agreement, they prevail in the following order unless expressly stated otherwise:

  • A signed negotiated agreement or special conditions;
  • The applicable Order Form;
  • This Master Services Agreement;
  • The Schedules;
  • Policies published by Trublu Software, including the Acceptable Use Policy;
  • Any user guides or Documentation.

1.4 Entire Agreement

This Agreement constitutes the entire agreement between the parties concerning its subject matter and supersedes all previous negotiations, proposals, discussions, representations and agreements, whether written or oral, except where expressly incorporated into this Agreement.

1.5 Electronic Acceptance

The Customer acknowledges and agrees that this Agreement may be accepted by:

  • signing an Order Form or quotation;
  • electronically accepting these Terms through the Trublu Software website or customer portal;
  • paying an invoice relating to the Services;
  • accessing or using any Service supplied by Trublu Software; or
  • requesting Trublu Software to commence supplying any Service.

Such acceptance creates a legally binding agreement between the parties.

2.1 Application of this Agreement

  • This Agreement governs all products and services supplied by AAKUNA PTY LTD trading as Trublu Software ("Trublu Software"), unless otherwise agreed in writing.
  • This Agreement applies to all Software, SaaS subscriptions, Ecommerce Platform services, POS Software, Hardware, Professional Services, Support Services, Implementation Services, Custom Development, integrations and any other products or services supplied by Trublu Software.
  • This Agreement forms part of every quotation, proposal, Order Form, invoice and Subscription accepted by the Customer.
  • If a separate written agreement signed by both parties expressly overrides any provision of this Agreement, that written agreement will prevail only to the extent of the inconsistency.

2.2 Business Customers Only

  • The Services are intended solely for business customers.
  • By entering into this Agreement, the Customer warrants that it is acquiring the Services wholly or predominantly for use in carrying on a business.
  • The Customer warrants that the person accepting this Agreement has authority to legally bind the Customer.

2.3 Commencement

This Agreement commences on the Effective Date and continues until terminated in accordance with this Agreement.

2.4 Order Forms

  • Services may be purchased by:
    • signed quotation;
    • Order Form;
    • online order;
    • accepted proposal;
    • electronic acceptance; or
    • any other method approved by Trublu Software.
  • Each accepted Order Form forms part of this Agreement.
  • If multiple Order Forms exist, they collectively form part of this Agreement.

2.5 Customer Account

  • The Customer must maintain an active account with Trublu Software.
  • The Customer must ensure all account information remains complete, accurate and current.
  • The Customer must immediately notify Trublu Software of any unauthorised use of its account.
  • The Customer is responsible for all activity conducted through its account.

2.6 Authorised Users

  • The Customer may permit its employees, contractors and authorised representatives to access the Services.
  • The Customer is responsible for ensuring all Authorised Users comply with this Agreement.
  • Any act or omission of an Authorised User is deemed to be an act or omission of the Customer.

2.7 Customer Responsibilities

The Customer must:

  • provide accurate information to Trublu Software;
  • promptly respond to requests for information required to provide the Services;
  • maintain suitable internet connectivity;
  • maintain compatible hardware and operating environments where required;
  • ensure its systems are adequately protected from malware and unauthorised access;
  • maintain appropriate backups of its own business information;
  • comply with all applicable laws;
  • use the Services only for lawful business purposes; and
  • cooperate with Trublu Software during implementation, support and maintenance.

2.8 Changes to Customer Details

The Customer must notify Trublu Software within seven (7) Business Days of any change to:

  • legal entity;
  • trading name;
  • registered office;
  • business address;
  • contact details;
  • ABN;
  • billing information; or
  • authorised representatives.

2.9 Changes to the Services

  • Trublu Software may improve, modify, replace or enhance the Services from time to time.
  • Trublu Software may introduce new features, discontinue obsolete features or modify user interfaces where reasonably necessary.
  • Trublu Software will use reasonable endeavours to minimise disruption resulting from material changes.
  • Removal of beta, trial or legacy functionality does not constitute a breach of this Agreement.

2.10 Trial Services

  • Trublu Software may offer trial services or beta features.
  • Trial services are provided "as is" without warranty.
  • Trial services may be modified or withdrawn at any time.
  • Data stored during a trial may not be retained after the trial expires.

2.11 Third-Party Products and Services

  • The Services may integrate with Third-Party Services.
  • Trublu Software does not control or warrant Third-Party Services.
  • Continued compatibility with Third-Party Services cannot be guaranteed.
  • The Customer is responsible for complying with the terms of any Third-Party Service provider.

2.12 Communications

  • The Customer agrees to receive notices electronically.
  • Notices may be sent by:
    • email;
    • customer portal;
    • online account notifications; or
    • any other agreed electronic method.
  • Notices are deemed received:
    • immediately upon successful transmission through the customer portal;
    • on the day an email is sent, unless the sender receives a delivery failure notification; or
    • where sent outside Business Hours, at 9:00 am on the next Business Day in Brisbane, Queensland.

2.13 Compliance with Laws

Each party must comply with all applicable laws relating to the performance of this Agreement, including laws concerning:

  • privacy;
  • consumer protection;
  • taxation;
  • employment;
  • intellectual property;
  • electronic transactions;
  • anti-money laundering where applicable; and
  • data protection.

2.14 Taxes

  • Unless expressly stated otherwise, all Fees are exclusive of GST.
  • GST will be added where applicable.
  • The Customer is responsible for any applicable duties, taxes, levies or government charges imposed in connection with the Services, excluding taxes based on Trublu Software's net income.

2.15 Relationship of the Parties

  • Nothing in this Agreement creates a partnership, joint venture, agency, employment or fiduciary relationship between the parties.
  • The Customer has no authority to bind Trublu Software without prior written consent.

2.16 Subcontractors

  • Trublu Software may engage subcontractors, consultants, cloud providers or other service providers to perform any part of the Services.
  • Trublu Software remains responsible for the performance of Services supplied by its subcontractors to the extent required by law and this Agreement.

2.17 Assignment

  • The Customer must not assign, novate or transfer any rights or obligations under this Agreement without Trublu Software's prior written consent, which will not be unreasonably withheld.
  • Trublu Software may assign or transfer this Agreement to a related body corporate, successor in business or purchaser of its business by giving written notice to the Customer.

2.18 Variations

  • Trublu Software may amend this Agreement where reasonably necessary to:
    • reflect changes in law;
    • improve security;
    • update operational procedures;
    • introduce new Services; or
    • address changes in technology or business operations.
  • Trublu Software will provide at least thirty (30) days' notice of any material amendment, unless a shorter period is required by law or to address an urgent security issue.
  • Continued use of the Services after the effective date of an amendment constitutes acceptance of the amended Agreement.

2.19 Severability

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions continue in full force and effect.

2.20 Waiver

A failure or delay by either party to exercise any right under this Agreement does not constitute a waiver of that right.

2.21 Force Majeure

  • Neither party is liable for any delay or failure to perform its obligations (other than payment obligations) to the extent caused by a Force Majeure Event.
  • The affected party must notify the other party as soon as reasonably practicable of the Force Majeure Event and its expected impact.
  • Each party must use reasonable efforts to mitigate the effects of the Force Majeure Event.
  • If a Force Majeure Event continues for more than ninety (90) consecutive days, either party may terminate the affected Services by giving thirty (30) days' written notice.

2.22 Survival

Any provision of this Agreement which by its nature is intended to survive termination or expiry, including provisions relating to payment obligations, confidentiality, intellectual property, limitation of liability, indemnities, dispute resolution and governing law, survives termination or expiry.

2.23 Entire Agreement

This Agreement, together with any applicable Order Forms, schedules and documents expressly incorporated by reference, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior negotiations, understandings and agreements relating to that subject matter.

3.1 Subscription Services

  • Subject to this Agreement and payment of all applicable Fees, Trublu Software grants the Customer a limited, non-exclusive, non-transferable and revocable Subscription to access and use the Services during the Subscription Term.
  • The Services are provided as Software-as-a-Service (SaaS) and are hosted by or on behalf of Trublu Software.
  • The Customer acknowledges that the Services are licensed and not sold.
  • The Subscription does not transfer any ownership or Intellectual Property Rights in the Services, Software or Documentation.

3.2 Subscription Plans

  • Trublu Software offers various Subscription Plans which may include different features, user limits, support levels, storage capacity and integrations.
  • The Customer's Subscription Plan is specified in the applicable Order Form.
  • Trublu Software may introduce new Subscription Plans or discontinue existing plans upon reasonable notice.
  • Customers may upgrade their Subscription Plan at any time, subject to payment of the applicable Fees.
  • Downgrades may only take effect at the commencement of the next Renewal Term unless otherwise agreed in writing.

3.3 Subscription Term

  • The Subscription commences on the Effective Date.
  • Unless otherwise stated in the Order Form, the Initial Term is:
    • twelve (12) months for annual subscriptions; or
    • month-to-month where expressly agreed.
  • Upon expiry of the Initial Term, the Subscription automatically renews for successive Renewal Terms equal to the Initial Term unless either party gives at least thirty (30) days' written notice of non-renewal.
  • Renewal Fees will be charged at Trublu Software's then-current pricing unless otherwise agreed in writing.

3.4 Access to the Services

  • Trublu Software will provide the Customer with access credentials for the Services.
  • Access is limited to the number of Authorised Users or devices specified in the applicable Order Form.
  • Additional users, devices or locations may incur additional Fees.
  • The Customer is responsible for maintaining the confidentiality of usernames, passwords and authentication credentials.

3.5 Acceptable Use

The Customer must not:

  • permit unauthorised persons to access the Services;
  • resell, sublicense, rent or commercially exploit the Services except as expressly authorised in writing;
  • reverse engineer, decompile or disassemble the Software except where permitted by law;
  • interfere with the operation or security of the Services;
  • upload malicious code, viruses or ransomware;
  • use the Services to commit unlawful acts;
  • attempt to gain unauthorised access to Trublu Software's systems or those of other customers;
  • use the Services in a manner likely to damage Trublu Software's reputation or infrastructure; or
  • use the Services in breach of Schedule D (Acceptable Use Policy).

3.6 Service Availability

  • Trublu Software will use commercially reasonable efforts to make the Services available twenty-four (24) hours per day, seven (7) days per week.
  • The Customer acknowledges that uninterrupted access cannot be guaranteed.
  • Service availability may be affected by:
    • scheduled maintenance;
    • emergency maintenance;
    • internet failures;
    • cloud infrastructure outages;
    • telecommunications failures;
    • Force Majeure Events;
    • cyber security incidents; or
    • failures of Third-Party Services.
  • Planned maintenance will be scheduled to minimise disruption where reasonably practicable.

3.7 Software Updates

  • Trublu Software may deploy updates, patches, upgrades, security improvements and new features without additional charge where they form part of the Customer's Subscription Plan.
  • Certain premium features or modules may be offered as optional paid upgrades.
  • The Customer acknowledges that updates may change workflows, layouts or functionality.
  • Trublu Software is not required to maintain previous versions of the Software.

3.8 Beta Features

  • Trublu Software may provide access to beta, preview or trial features.
  • Beta features are provided for evaluation purposes only.
  • Beta features may contain defects or operate differently from production features.
  • Trublu Software may modify or discontinue beta features at any time without liability.

3.9 Customer Responsibilities

The Customer must:

  • ensure all Authorised Users receive appropriate training;
  • maintain suitable internet connectivity;
  • maintain compatible devices and operating systems;
  • promptly install supported operating system updates where required;
  • notify Trublu Software of suspected security incidents;
  • maintain secure passwords and multi-factor authentication where available;
  • comply with all applicable laws and industry regulations; and
  • promptly pay all Fees.

3.10 Fair Use

  • The Customer must use the Services in a fair and reasonable manner.
  • Trublu Software may implement reasonable limits on storage, bandwidth, API usage, messaging volumes or other system resources to protect the stability of the Services.
  • Where the Customer consistently exceeds reasonable usage levels, Trublu Software may require the Customer to upgrade its Subscription Plan or purchase additional capacity.

3.11 Suspension

  • Trublu Software may suspend access to all or part of the Services where:
    • Fees remain unpaid after the applicable due date and any contractual grace period;
    • the Customer commits a material breach of this Agreement;
    • continued access presents a security risk;
    • unlawful activity is suspected;
    • required by law or a court order; or
    • necessary to protect the integrity or security of the Services.
  • Where practicable, Trublu Software will provide prior notice of suspension and a reasonable opportunity to remedy the issue.
  • Suspension does not relieve the Customer of its obligation to pay any Fees that continue to accrue under this Agreement.

3.12 Subscription Fees

  • The Customer must pay the Fees specified in the applicable Order Form.
  • Fees may be charged monthly, annually or on another agreed billing cycle.
  • Unless expressly stated otherwise, all Fees are payable in advance.
  • Subscription Fees are non-refundable except where required by law or expressly provided in this Agreement.

3.13 Price Reviews

  • Trublu Software may review its pricing from time to time.
  • Trublu Software will provide at least thirty (30) days' written notice of any increase in Subscription Fees.
  • Unless otherwise agreed in an Order Form, Subscription Fees may be increased annually by the greater of:
    • the annual percentage increase in the Consumer Price Index (All Groups CPI) for Brisbane published by the Australian Bureau of Statistics; or
    • three per cent (3%).
  • This clause does not limit Trublu Software's right to change pricing where the Customer upgrades its Subscription Plan or purchases additional Services.

3.14 No Exclusive Rights

Nothing in this Agreement grants the Customer any exclusive rights to the Services, Software, features, geographic territories or industry sectors.

3.15 Reservation of Rights

Except for the limited Subscription expressly granted under this Agreement, Trublu Software reserves all rights, title and interest in and to the Services, Software, Documentation and all related Intellectual Property Rights. No rights are granted by implication, estoppel or otherwise.

4.1 Provision of the Ecommerce Platform

  • Subject to this Agreement and the Customer's payment of all applicable Fees, Trublu Software grants the Customer a limited, non-exclusive, non-transferable and revocable right to access and use the Trublu Software Ecommerce Platform during the Subscription Term.
  • The Ecommerce Platform is provided as a cloud-hosted Software-as-a-Service (SaaS) solution and remains the exclusive property of AAKUNA PTY LTD trading as Trublu Software.
  • The Customer acknowledges that no ownership rights in the Ecommerce Platform, Software or any related Intellectual Property Rights are transferred under this Agreement.
  • Access to the Ecommerce Platform is provided solely for the Customer's internal business operations and the operation of the Customer's online store.

4.2 Included Services

Unless otherwise specified in an Order Form, the Ecommerce Platform may include:

  • Website hosting;
  • Secure cloud infrastructure;
  • Online product catalogue management;
  • Inventory synchronisation with the Trublu POS Software;
  • Online ordering functionality;
  • Customer account management;
  • Click-and-collect functionality (where available);
  • Delivery management integrations (where available);
  • Promotions, coupons and discount management;
  • Loyalty program integration;
  • Gift card functionality (where available);
  • Order management tools;
  • Basic SEO functionality;
  • Mobile responsive website templates;
  • SSL certificate management;
  • Software updates and feature enhancements released generally to customers;
  • System monitoring and maintenance; and
  • Access to customer support in accordance with the applicable Support Plan.

The specific functionality available to the Customer depends on the Subscription Plan purchased.

4.3 Website Hosting

  • Trublu Software will host the Customer's Ecommerce Platform using reputable cloud hosting providers selected by Trublu Software.
  • Trublu Software may change hosting providers, server locations or infrastructure where reasonably necessary to improve performance, security, reliability or operational efficiency.
  • Trublu Software does not guarantee uninterrupted availability of hosting services.
  • Planned maintenance may result in temporary service interruptions.
  • Trublu Software will use reasonable efforts to schedule planned maintenance outside normal Australian business trading hours where practicable.

4.4 Domain Names

  • The Customer may:
    • register its own domain name; or
    • authorise Trublu Software to register or manage a domain name on the Customer's behalf.
  • Unless otherwise agreed in writing, all domain registration fees are payable by the Customer.
  • The Customer is responsible for renewing any domain names unless Trublu Software has expressly agreed to manage renewals.
  • Trublu Software is not liable for any loss arising from expired, cancelled or transferred domain names where renewal fees have not been paid.

4.5 Customer Content

  • The Customer retains ownership of all Customer Data uploaded to the Ecommerce Platform.
  • The Customer grants Trublu Software a non-exclusive licence to host, store, process, reproduce and transmit Customer Data solely for the purpose of providing the Services.
  • The Customer warrants that it has all necessary rights, licences and permissions to publish all content uploaded to the Ecommerce Platform.
  • The Customer is solely responsible for:
    • product descriptions;
    • pricing;
    • photographs;
    • trademarks;
    • copyright permissions;
    • marketing material;
    • promotions;
    • legal compliance of content; and
    • compliance with Australian consumer protection laws.

4.6 Prohibited Content

The Customer must not upload, publish or distribute any content that:

  • infringes Intellectual Property Rights;
  • is defamatory;
  • is misleading or deceptive;
  • breaches Australian Consumer Law;
  • contains malware or malicious code;
  • promotes illegal activities;
  • contains offensive, obscene or discriminatory material;
  • breaches privacy laws; or
  • otherwise exposes Trublu Software to legal liability.

Trublu Software may remove or disable access to prohibited content without prior notice where reasonably necessary to comply with law or protect the integrity of the Services.

4.7 Ecommerce Transactions

  • The Customer is solely responsible for all sales made through its online store.
  • Trublu Software is not a party to any transaction between the Customer and its customers.
  • The Customer is responsible for:
    • accepting orders;
    • fulfilling orders;
    • shipping products;
    • handling returns;
    • customer service;
    • warranties;
    • refunds; and
    • compliance with all applicable laws.

4.8 Payment Processing

  • The Ecommerce Platform may integrate with:
    • Trublu Software's preferred payment gateway;
    • Stripe;
    • Square;
    • or other approved Australian payment service providers.
  • The Customer is responsible for entering into agreements with any payment gateway provider.
  • Payment gateway fees are payable directly to the relevant provider unless otherwise stated.
  • Trublu Software does not process, receive or hold customer payment funds unless expressly agreed in writing.
  • Trublu Software is not responsible for payment gateway outages, delays, chargebacks, fraud decisions or settlement delays caused by third-party providers.

4.9 Third-Party Integrations

The Ecommerce Platform may integrate with third-party services including:

  • accounting software;
  • freight providers;
  • marketing platforms;
  • payment providers;
  • loyalty providers;
  • marketplaces;
  • inventory systems; and
  • other approved applications.

Trublu Software does not warrant the continued availability or compatibility of any third-party integration.

4.10 Software Updates

  • Trublu Software may install updates, bug fixes, security patches and feature enhancements without prior notice.
  • Updates may modify functionality, user interface design or workflows.
  • Trublu Software is not required to maintain legacy functionality indefinitely.

4.11 Custom Development

  • Any functionality requested by the Customer that falls outside the standard features of the Ecommerce Platform constitutes Custom Development.
  • Custom Development is not included in Subscription Fees unless expressly stated in an Order Form.
  • Trublu Software will provide a written quotation before commencing Custom Development.
  • Unless otherwise agreed in writing, Custom Development is billed on a time and materials basis or at a fixed price specified in the quotation.
  • All Intellectual Property Rights in Custom Development remain the property of Trublu Software unless expressly assigned under a separate written agreement.

4.12 Availability

  • Trublu Software will use commercially reasonable efforts to maintain high availability of the Ecommerce Platform.
  • Availability may be affected by:
    • internet outages;
    • telecommunications failures;
    • cloud infrastructure failures;
    • cyber security incidents;
    • Force Majeure Events;
    • maintenance; or
    • third-party service failures.
  • Temporary interruptions do not constitute a breach of this Agreement where Trublu Software has acted reasonably.

4.13 Backups

  • Trublu Software may perform routine backups of system data for disaster recovery purposes.
  • Backups are not guaranteed to capture all Customer Data.
  • The Customer remains responsible for maintaining copies of critical business records, product information and transactional data.

4.14 Customer Responsibilities

The Customer must:

  • maintain accurate business information;
  • keep login credentials secure;
  • ensure all users are authorised;
  • maintain compatible internet connectivity;
  • comply with applicable laws;
  • promptly install supported hardware where required;
  • cooperate during implementation and support activities;
  • report security incidents without unreasonable delay; and
  • ensure that all content published through the Ecommerce Platform complies with applicable laws.

4.15 Suspension of Ecommerce Services

Trublu Software may suspend access to the Ecommerce Platform immediately where:

  • Subscription Fees remain unpaid;
  • the Customer breaches this Agreement;
  • continued access poses a security risk;
  • unlawful activity is suspected;
  • required by law; or
  • necessary to protect the integrity, security or operation of the Services.

Where practicable, Trublu Software will provide reasonable notice of a suspension and an opportunity to remedy the issue before suspension takes effect.

4.16 No Guarantee of Sales

The Customer acknowledges that Trublu Software does not guarantee:

  • website traffic;
  • search engine rankings;
  • online sales;
  • conversion rates;
  • customer acquisition;
  • business profitability; or
  • uninterrupted operation of the internet or third-party services.

The success of the Customer's online business depends on numerous factors beyond the control of Trublu Software.

5.1 Grant of Licence

  • Subject to this Agreement and payment of all applicable Fees, Trublu Software grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable and revocable licence to access and use the POS Software during the Subscription Term.
  • The Licence is granted solely for the Customer's internal business operations at the approved business locations specified in the applicable Order Form.
  • The Licence is provided as part of a subscription service and does not constitute a sale of the Software.
  • The Customer acquires no ownership rights in the POS Software or any related Intellectual Property Rights.

5.2 Scope of Licence

Unless otherwise agreed in writing, the Licence permits the Customer to:

  • access the POS Software using approved devices;
  • process sales transactions;
  • manage products, pricing and inventory;
  • manage customer information and loyalty programs;
  • generate business reports;
  • synchronise data with the Trublu Software Ecommerce Platform where subscribed;
  • use approved integrations made available by Trublu Software; and
  • receive updates, patches and maintenance releases made generally available to customers with an active Subscription.

5.3 Licence Restrictions

The Customer must not, and must not permit any other person to:

  • copy, reproduce or distribute the POS Software except as expressly permitted by this Agreement;
  • modify, adapt, translate or create derivative works from the POS Software;
  • reverse engineer, decompile or disassemble the POS Software except to the extent such restriction is prohibited by applicable law;
  • remove or obscure copyright notices, trade marks or proprietary notices;
  • sublicense, lease, rent, assign or otherwise transfer the Licence;
  • make the POS Software available to third parties as a hosted or managed service;
  • use the POS Software for the benefit of any third party other than the Customer's own business;
  • circumvent licence controls, user limits or security features;
  • interfere with or disrupt the operation of the Software or associated infrastructure; or
  • use the POS Software in a manner that infringes applicable laws or third-party rights.

5.4 Subscription Requirement

  • The Licence remains valid only while the Customer maintains an active Subscription and pays all applicable Fees.
  • If the Subscription expires or is terminated, the Licence automatically terminates unless otherwise agreed in writing.
  • The Customer acknowledges that ongoing payment of Subscription Fees is a condition of continued access to the POS Software.

5.5 Hardware Independence

  • The Customer may purchase Hardware outright, acquire Hardware through an approved lease-to-own arrangement, or subscribe to Hardware-as-a-Service (HaaS), subject to the applicable terms of this Agreement.
  • Ownership of Hardware does not grant ownership of, or a perpetual licence to, the POS Software.
  • Even after ownership of Hardware transfers to the Customer under an outright purchase or completed lease-to-own arrangement, the Customer must maintain an active Subscription to continue using the POS Software and any connected cloud services.
  • If the Subscription ends, Trublu Software may disable access to the POS Software, even where the Customer owns the Hardware.

5.6 Software Activation

  • Trublu Software may require activation of the POS Software before use.
  • Activation may be linked to:
    • the Customer account;
    • approved Hardware;
    • business location;
    • device identifiers; or
    • other licensing mechanisms determined by Trublu Software.
  • The Customer must not interfere with or bypass any activation or licensing controls.

5.7 Software Updates

  • Trublu Software may deploy updates, upgrades, bug fixes, security patches and feature enhancements during the Subscription Term.
  • Updates may be installed automatically where technically feasible.
  • Certain new features or modules may require an upgraded Subscription Plan or additional Fees.
  • Trublu Software may discontinue support for outdated software versions after providing reasonable notice.

5.8 Remote Access and Support

  • To provide implementation, maintenance and support, the Customer authorises Trublu Software to remotely access systems running the POS Software where reasonably necessary.
  • Remote access will be limited to the extent reasonably required to provide the Services.
  • Trublu Software will take reasonable steps to protect Customer Data accessed during remote support.

5.9 Third-Party Software

  • The POS Software may include or integrate with Third-Party Services, software libraries or APIs.
  • The use of Third-Party Services may be subject to separate licence terms imposed by the relevant provider.
  • Trublu Software is not responsible for changes, discontinuation or failures of Third-Party Services.

5.10 Data Synchronisation

  • The POS Software may synchronise data with the Ecommerce Platform, cloud services and approved integrations.
  • Data synchronisation depends on internet connectivity and the availability of Third-Party Services.
  • Trublu Software is not liable for delays or failures in synchronisation caused by factors outside its reasonable control.

5.11 Customer Responsibilities

The Customer must:

  • ensure that only Authorised Users access the POS Software;
  • maintain secure passwords and user credentials;
  • promptly report suspected security breaches;
  • maintain supported operating systems and approved Hardware where required;
  • ensure internet connectivity suitable for cloud-based services;
  • comply with all operational guidance provided by Trublu Software; and
  • immediately notify Trublu Software of any unauthorised copying or use of the POS Software.

5.12 Audit Rights

  • Trublu Software may, on reasonable notice and during normal business hours, verify the Customer's compliance with this Agreement.
  • The Customer must provide reasonable assistance during any compliance review.
  • If an audit identifies material underpayment of Fees or unauthorised use of the POS Software, the Customer must promptly pay any outstanding Fees and reimburse Trublu Software's reasonable costs of conducting the audit.

5.13 Intellectual Property

  • The POS Software, source code, object code, databases, user interfaces, workflows, documentation, trademarks, logos and all related Intellectual Property Rights remain the exclusive property of Trublu Software or its licensors.
  • Nothing in this Agreement transfers any Intellectual Property Rights to the Customer except for the limited Licence expressly granted.
  • Feedback or suggestions provided by the Customer regarding the POS Software may be used by Trublu Software without restriction or obligation to compensate the Customer.

5.14 Suspension and Licence Termination

Trublu Software may immediately suspend or terminate the Licence if:

  • the Customer fails to pay Fees in accordance with this Agreement;
  • the Customer materially breaches this Agreement and fails to remedy the breach within the applicable notice period;
  • the Customer uses the POS Software unlawfully or in a manner that threatens the security or integrity of the Services;
  • the Customer becomes insolvent, enters administration, liquidation or a similar external administration process, subject to applicable insolvency laws; or
  • continued access is prohibited by law or required to protect Trublu Software's systems or other customers.

5.15 Effect of Licence Termination

Upon termination or expiry of the Licence:

  • the Customer's right to use the POS Software immediately ceases;
  • the Customer must stop accessing the POS Software;
  • Trublu Software may deactivate user accounts, access credentials and software licences;
  • the Customer remains liable for all Fees accrued up to the date of termination;
  • termination of the Licence does not affect any rights or obligations that accrued before termination; and
  • where the Customer owns the Hardware, ownership of the Hardware is unaffected, but the Customer will no longer be entitled to use the POS Software or access associated cloud-based functionality unless a new Subscription is entered into.

6.1 Supply of Hardware

  • Subject to this Agreement and payment of all applicable Fees, Trublu Software may supply POS Hardware to the Customer as specified in an Order Form.
  • Hardware supplied by Trublu Software may include, but is not limited to:
    • POS terminals;
    • touchscreen displays;
    • tablets or computers;
    • receipt printers;
    • barcode scanners;
    • cash drawers;
    • customer-facing displays;
    • networking equipment;
    • accessories; and
    • replacement components.
  • The specific Hardware supplied will be identified in the applicable quotation, Order Form or invoice.

6.2 Hardware Purchase Price

  • The Customer must pay the purchase price specified in the applicable Order Form.
  • Unless otherwise stated, all Hardware prices are exclusive of GST, delivery charges, installation fees, configuration fees and other applicable charges.
  • Trublu Software may require full payment before delivery, installation or activation of Hardware.
  • Where Hardware is purchased together with a Software Subscription, payment for Hardware does not include any ongoing right to use the POS Software or Ecommerce Platform.

6.3 Hardware Ownership

  • Ownership of Hardware purchased outright transfers to the Customer only when Trublu Software has received payment in full for:
    • the Hardware purchase price;
    • delivery charges;
    • installation charges;
    • configuration charges; and
    • any other outstanding amounts relating to the Hardware.
  • Until payment is received in full:
    • legal title to the Hardware remains with Trublu Software;
    • the Customer holds the Hardware as bailee for Trublu Software; and
    • the Customer must not sell, lease, transfer, encumber or dispose of the Hardware.
  • Transfer of Hardware ownership does not transfer ownership of the POS Software, Ecommerce Platform or any Trublu Software Intellectual Property Rights.

6.4 Delivery

  • Trublu Software will use reasonable efforts to deliver Hardware within the estimated timeframe provided to the Customer.
  • Delivery timeframes are estimates only and are not guaranteed.
  • Trublu Software is not responsible for delays caused by:
    • manufacturers;
    • suppliers;
    • freight providers;
    • customs;
    • supply chain disruptions; or
    • events outside Trublu Software's reasonable control.
  • Risk in the Hardware passes to the Customer upon delivery to the Customer or its nominated delivery location.

6.5 Installation and Configuration

  • Installation and configuration services may be included or charged separately as specified in the Order Form.
  • The Customer must provide:
    • suitable premises;
    • adequate power supply;
    • internet connectivity;
    • network access;
    • safe working conditions; and
    • reasonable access for Trublu Software personnel or contractors.
  • Additional work required due to unsuitable premises, incorrect information or customer delays may be charged separately.

6.6 Hardware Compatibility

  • The Customer acknowledges that Hardware may require specific operating environments, internet connectivity, software versions or integrations.
  • Trublu Software does not guarantee compatibility with:
    • unauthorised devices;
    • modified Hardware;
    • unsupported operating systems; or
    • third-party equipment not approved by Trublu Software.
  • The Customer is responsible for maintaining compatible infrastructure required to operate the Services.

6.7 Hardware Warranty

  • Hardware supplied by Trublu Software includes a twelve (12) month warranty from the date of delivery unless otherwise stated in writing.
  • The Hardware warranty covers defects in materials and workmanship under normal business use.
  • During the warranty period, Trublu Software may, at its discretion:
    • repair the Hardware;
    • replace defective components;
    • replace the Hardware with an equivalent product; or
    • provide another reasonable remedy.
  • Replacement Hardware may be new or refurbished where permitted by applicable law.

6.8 Warranty Exclusions

The Hardware warranty does not apply to defects, damage or failure caused by:

  • accidental damage;
  • physical damage caused by the Customer or any third party;
  • drops, impacts or misuse;
  • liquid damage;
  • electrical surge, unstable power supply or improper electrical connection;
  • unauthorised repairs, modifications or alterations;
  • improper installation;
  • use outside manufacturer specifications;
  • failure to follow operating instructions;
  • theft or loss;
  • environmental conditions outside recommended operating conditions; or
  • normal wear and tear.

6.9 Hardware Warranty Claims

  • The Customer must notify Trublu Software promptly after identifying a suspected Hardware defect.
  • The Customer may be required to provide:
    • proof of purchase;
    • serial numbers;
    • photographs or videos of the issue;
    • troubleshooting information; and
    • reasonable access for assessment.
  • Trublu Software may require the Hardware to be returned for inspection before approving a warranty claim.
  • Freight and handling costs associated with warranty claims will be managed in accordance with Trublu Software's then-current warranty process.

6.10 Customer Care of Hardware

The Customer must:

  • keep Hardware secure;
  • operate Hardware according to manufacturer instructions;
  • maintain suitable environmental conditions;
  • protect Hardware from damage;
  • use approved accessories and power supplies;
  • prevent unauthorised persons from modifying Hardware; and
  • maintain appropriate insurance where commercially appropriate.

6.11 Hardware Replacement and Upgrades

  • Trublu Software may recommend Hardware upgrades where required due to:
    • technology changes;
    • security requirements;
    • software compatibility;
    • manufacturer support changes; or
    • operational requirements.
  • Hardware upgrades are subject to additional charges unless otherwise included in the Customer's Subscription Plan.

6.12 No Ownership of Embedded Software

  • Hardware may contain firmware, operating systems or embedded software supplied by manufacturers or third parties.
  • The Customer receives only the right to use such embedded software as necessary to operate the Hardware.
  • The Customer does not acquire ownership of any firmware, embedded software or related Intellectual Property Rights.

6.13 Continuing Software Subscription Requirement

  • Purchase of Hardware does not include perpetual access to Trublu Software applications.
  • The Customer must maintain an active Subscription to access:
    • POS Software;
    • Ecommerce Platform;
    • cloud data storage;
    • updates;
    • support services; and
    • integrations.
  • If the Customer cancels its Software Subscription, the Customer may continue to own purchased Hardware but may not access Trublu Software cloud services.

6.14 Returns and Cancellation

  • Hardware orders may not be cancelled or returned after dispatch unless agreed by Trublu Software in writing.
  • Custom-configured, personalised or installed Hardware may not be eligible for return.
  • Nothing in this clause limits any rights available to the Customer under applicable Australian Consumer Law.

6.15 Personal Property Securities Act

  • The Customer acknowledges that this Agreement creates a security interest in favour of Trublu Software in relation to Hardware until payment is received in full.
  • Trublu Software may register its security interest on the Personal Property Securities Register (PPSR).
  • The Customer must do anything reasonably required by Trublu Software to perfect and maintain that security interest.
  • The Customer must not create any security interest over Hardware that ranks ahead of Trublu Software's interest.

7.1 Application of Lease-to-Own Arrangement

  • Where agreed in an Order Form, Trublu Software may provide the Customer with access to a lease-to-own arrangement for POS Hardware.
  • The lease-to-own arrangement may be provided through:
    • Trublu Software's preferred finance partner;
    • an approved third-party finance provider; or
    • another payment arrangement expressly agreed in writing by Trublu Software.
  • The lease-to-own arrangement allows the Customer to make scheduled payments over an agreed payment period, after which ownership of the Hardware may transfer to the Customer subject to the terms of this Agreement.
  • The lease-to-own arrangement does not include ownership rights in the POS Software, Ecommerce Platform or any Trublu Software Intellectual Property.

7.2 Finance Agreement

  • Where a Finance Partner provides funding for the Hardware, the Customer acknowledges that:
    • the Customer enters into a separate finance agreement with the Finance Partner;
    • the Finance Partner's terms and conditions apply to the financed arrangement;
    • Trublu Software is not a lender, financier or credit provider unless expressly stated otherwise; and
    • Trublu Software is not responsible for decisions made by the Finance Partner.
  • The Customer is responsible for reviewing and accepting all finance terms before entering into a finance arrangement.
  • Approval of finance is subject to the Finance Partner's assessment criteria and approval process.

7.3 Payment Term

  • The lease-to-own payment period will be specified in the applicable Order Form or finance agreement.
  • Unless otherwise agreed, the payment period may be up to thirty-six (36) months.
  • The Customer must make all scheduled payments on time.
  • Payment obligations continue regardless of:
    • business performance;
    • customer sales volumes;
    • temporary closure of the Customer's business;
    • internet availability;
    • third-party service interruptions; or
    • Customer disputes unrelated to Hardware defects.

7.4 Hardware Ownership During Payment Period

  • Until all lease-to-own payments have been completed:
    • legal ownership of the Hardware remains with Trublu Software or the Finance Partner, as applicable;
    • the Customer receives only the right to possess and use the Hardware for business operations;
    • the Customer must not sell, transfer, lease, mortgage, pledge or otherwise encumber the Hardware;
    • the Customer must not remove identifying labels or serial numbers; and
    • the Customer must protect the Hardware from damage or loss.
  • The Customer acknowledges that possession of the Hardware does not constitute ownership.

7.5 Transfer of Ownership

  • Ownership of the Hardware transfers to the Customer only after:
    • all lease-to-own payments have been paid in full;
    • all applicable Fees have been paid;
    • no outstanding amounts are owed to Trublu Software or the Finance Partner; and
    • any required transfer documentation has been completed.
  • Upon transfer of ownership:
    • the Customer becomes responsible for ongoing maintenance, repairs and replacement costs unless covered by a separate warranty or support arrangement; and
    • all risks associated with ownership transfer to the Customer.
  • Transfer of Hardware ownership does not transfer:
    • POS Software ownership;
    • Ecommerce Platform ownership;
    • cloud services ownership;
    • source code;
    • databases;
    • Trublu Software Intellectual Property Rights; or
    • any perpetual software licence.

7.6 Continuing Software Subscription

  • The Customer acknowledges that the lease-to-own payment relates only to Hardware acquisition.
  • Ownership of Hardware does not provide free or perpetual access to Trublu Software services.
  • The Customer must maintain an active Software Subscription to continue using:
    • POS Software;
    • Ecommerce Platform;
    • cloud hosting;
    • software updates;
    • technical support;
    • reporting services; and
    • integrations.
  • If the Customer terminates its Software Subscription after acquiring ownership of the Hardware, Trublu Software may disable access to all cloud-based software services.

7.7 Hardware Installation

  • Installation, configuration and setup services may be included or charged separately as specified in the Order Form.
  • The Customer must ensure that the installation location has:
    • suitable power supply;
    • reliable internet connectivity;
    • appropriate workspace;
    • safe access for installation personnel; and
    • any required licences or permissions.
  • Additional installation work caused by Customer requirements may incur additional charges.

7.8 Hardware Maintenance and Warranty

  • Hardware supplied under a lease-to-own arrangement includes a twelve (12) month warranty from delivery unless otherwise stated.
  • The warranty covers defects in materials and workmanship under normal business use.
  • The warranty does not cover:
    • accidental damage;
    • physical damage caused by the Customer or third parties;
    • liquid damage;
    • misuse;
    • unauthorised modifications;
    • power-related damage;
    • theft;
    • negligence; or
    • normal wear and tear.
  • After expiry of the warranty period, repair, replacement and maintenance costs are the Customer's responsibility unless covered under a separate support or Hardware-as-a-Service plan.

7.9 Customer Insurance and Risk

  • The Customer is responsible for maintaining appropriate insurance for Hardware during the lease-to-own period.
  • The Customer remains responsible for Hardware loss, theft or damage unless caused by a covered warranty defect.
  • Loss or damage to Hardware does not cancel the Customer's payment obligations.

7.10 Default Events

A default occurs if the Customer:

  • fails to make scheduled payments;
  • breaches the finance agreement;
  • breaches this Agreement;
  • becomes insolvent or subject to external administration;
  • disposes of Hardware without approval;
  • damages or misuses Hardware; or
  • provides materially incorrect information.

7.11 Rights Following Default

  • Following a default, Trublu Software or the Finance Partner may:
    • suspend Software access;
    • require payment of outstanding amounts;
    • recover possession of Hardware where legally permitted;
    • terminate the lease-to-own arrangement;
    • enforce applicable security interests; or
    • exercise any other rights available under law.
  • Suspension of Software access does not affect the Customer's obligation to pay outstanding Hardware-related amounts.

7.12 Personal Property Securities Act (PPSA)

  • The Customer acknowledges that Trublu Software and/or the Finance Partner may hold a security interest in the Hardware and related rights.
  • The Customer consents to registration of security interests on the Personal Property Securities Register (PPSR).
  • The Customer must provide any information and assistance reasonably required to perfect, maintain or enforce such security interests.
  • The Customer must not grant any competing security interest over the Hardware without written consent.

7.13 Early Payment

  • The Customer may request early payment of outstanding lease-to-own amounts.
  • Any early settlement amount will be calculated according to the applicable finance arrangement.
  • Early payment does not remove the Customer's obligation to maintain the Software Subscription unless separately terminated in accordance with this Agreement.

7.14 Termination of Lease-to-Own Arrangement

  • Termination of the Software Subscription does not automatically terminate Hardware payment obligations.
  • Termination rights relating to financed Hardware are governed by:
    • this Agreement; and
    • the applicable finance agreement.
  • The Customer remains responsible for all amounts accrued before termination.

7.15 Acknowledgement

The Customer acknowledges and agrees that:

  • the Hardware and Software are separate products;
  • completing Hardware payments results only in Hardware ownership;
  • continued use of Trublu Software systems requires an active Subscription;
  • lease-to-own payments are not Subscription Fees; and
  • Trublu Software's Software and cloud services remain licensed services throughout the Customer relationship.

8.1 Application of HaaS Model

  • Where selected by the Customer and accepted by Trublu Software, Hardware may be provided under a Hardware-as-a-Service ("HaaS") subscription arrangement.
  • Under the HaaS model:
    • Trublu Software provides POS Hardware to the Customer for use during the Subscription Term;
    • the Customer pays recurring monthly HaaS Fees;
    • ownership of the Hardware remains with Trublu Software at all times unless expressly transferred under a separate written agreement; and
    • the Customer receives a limited right to use the Hardware only while the HaaS subscription remains active.
  • The HaaS arrangement is separate from the Software Subscription and does not transfer ownership of the POS Software, Ecommerce Platform or any Trublu Software Intellectual Property.

8.2 HaaS Subscription Term

  • The HaaS Subscription commences on the date the Hardware is delivered, installed or activated, whichever occurs first.
  • The HaaS Subscription continues for the agreed minimum term specified in the applicable Order Form.
  • Following the minimum term, the HaaS Subscription continues on a month-to-month basis unless terminated in accordance with this Agreement.
  • Trublu Software may require a minimum commitment period for Hardware supplied under the HaaS model.

8.3 HaaS Fees

  • The Customer must pay the monthly HaaS Fees specified in the applicable Order Form.
  • HaaS Fees may include:
    • Hardware usage;
    • equipment management;
    • replacement management where included;
    • lifecycle management; and
    • other services specified in the Order Form.
  • HaaS Fees are separate from:
    • POS Software Subscription Fees;
    • Ecommerce Platform Fees;
    • payment processing fees;
    • Professional Services fees; and
    • Custom Development fees.
  • Failure to pay HaaS Fees may result in suspension or recovery of Hardware.

8.4 Hardware Ownership

  • The Customer acknowledges and agrees that:
    • Trublu Software retains legal and beneficial ownership of all HaaS Hardware;
    • the Customer has possession and permitted use only;
    • no ownership interest transfers through payment of HaaS Fees; and
    • the Customer must return Hardware upon termination or expiry of the HaaS arrangement unless otherwise agreed.
  • Payment of HaaS Fees does not create an equity interest in the Hardware.

8.5 Permitted Use of HaaS Hardware

The Customer may use HaaS Hardware solely for:

  • operating Trublu Software POS Software;
  • conducting the Customer's business operations;
  • accessing subscribed Services; and
  • approved business purposes.

The Customer must not:

  • sell, transfer, lease or lend the Hardware;
  • remove Hardware from approved business locations without consent;
  • modify or alter the Hardware;
  • install unauthorised software;
  • remove asset labels or identification marks; or
  • permit third parties to use the Hardware outside the Customer's business operations.

8.6 Customer Care Obligations

The Customer must:

  • keep the Hardware secure;
  • protect the Hardware from damage;
  • operate the Hardware according to instructions;
  • maintain suitable environmental conditions;
  • use approved accessories and power supplies;
  • immediately report loss, theft, damage or malfunction;
  • allow reasonable access for inspection, maintenance or replacement; and
  • return Hardware in accordance with this Agreement.

8.7 Hardware Support and Maintenance

  • The level of Hardware support provided under HaaS will be specified in the applicable Order Form.
  • Where included, Trublu Software may provide:
    • remote troubleshooting;
    • replacement of defective Hardware;
    • configuration assistance;
    • firmware updates; and
    • equipment management.
  • Hardware support does not cover damage caused by:
    • misuse;
    • negligence;
    • accidental damage;
    • liquid damage;
    • unauthorised repair;
    • theft;
    • vandalism;
    • electrical faults caused by the Customer's premises; or
    • events outside Trublu Software's control.

8.8 HaaS Warranty

  • Hardware supplied under HaaS includes a twelve (12) month hardware warranty from the date of delivery unless otherwise stated.
  • Warranty coverage applies only to manufacturing defects or faults arising from normal business use.
  • The warranty does not apply where Hardware failure results from Customer actions, including physical damage.
  • Trublu Software may repair, replace or substitute Hardware at its discretion.

8.9 Hardware Damage and Replacement Costs

  • Where Hardware is damaged due to Customer responsibility, Trublu Software may charge the Customer for:
    • repair costs;
    • replacement costs;
    • transportation costs;
    • configuration costs; and
    • associated labour costs.
  • The Customer remains responsible for HaaS Fees while Hardware is being repaired or replaced.

8.10 Relocation of Hardware

  • The Customer must obtain approval before relocating HaaS Hardware to another business location.
  • Relocation may require:
    • configuration changes;
    • installation services;
    • network adjustments; or
    • additional fees.
  • The Customer is responsible for all costs associated with unauthorised relocation.

8.11 Software Subscription Requirement

  • HaaS Hardware is supplied primarily for use with Trublu Software Services.
  • The Customer must maintain an active Software Subscription to operate the POS Software.
  • Termination of the Software Subscription may result in termination of the HaaS arrangement.
  • The Customer acknowledges that Hardware access and Software access are separate services but are commercially connected.

8.12 Suspension of HaaS Services

Trublu Software may suspend HaaS services where:

  • HaaS Fees remain unpaid;
  • the Customer breaches this Agreement;
  • Hardware is misused;
  • Hardware security is compromised;
  • the Customer refuses required maintenance access; or
  • suspension is necessary to protect Trublu Software's property.

8.13 Termination of HaaS Arrangement

  • Either party may terminate the HaaS arrangement in accordance with the applicable Order Form and this Agreement.
  • Upon termination, the Customer must:
    • stop using the Hardware;
    • make all outstanding payments;
    • return the Hardware to Trublu Software;
    • provide reasonable access for collection; and
    • return all accessories and related equipment.

8.14 Return of Hardware

  • Hardware must be returned in reasonable condition, allowing for fair wear and tear.
  • The Customer is responsible for:
    • packaging;
    • preparation;
    • removal;
    • transportation; and
    • any damage occurring during return caused by inadequate packaging or handling.
  • If Hardware is not returned within the required timeframe, Trublu Software may charge:
    • replacement value;
    • recovery costs; and
    • any outstanding HaaS Fees.

8.15 Conversion to Ownership

  • HaaS Hardware does not automatically convert to Customer ownership.
  • The Customer may request to purchase Hardware at the end of the HaaS term.
  • Any purchase or ownership transfer must be agreed separately in writing.
  • The purchase price may take into account:
    • remaining useful life;
    • current market value;
    • condition of Hardware; and
    • replacement costs.

8.16 PPSA Protection

  • The Customer acknowledges that Trublu Software retains ownership rights in HaaS Hardware.
  • The Customer consents to Trublu Software registering any security interest required to protect its rights in the Hardware.
  • The Customer must not create any competing interest over HaaS Hardware.
  • The Customer must do anything reasonably required by Trublu Software to protect its ownership rights.

9.1 Implementation Services

  • Where included in an Order Form, Trublu Software may provide Implementation Services to assist the Customer with deployment and configuration of the Services.
  • Implementation Services may include:
    • POS Hardware installation;
    • POS Software setup;
    • Ecommerce Platform configuration;
    • product and inventory setup;
    • customer data migration;
    • payment integration configuration;
    • user account creation;
    • business settings configuration;
    • staff onboarding; and
    • training services.
  • The scope of Implementation Services will be determined by the applicable Order Form, quotation or project plan.

9.2 Implementation Commencement

  • Implementation will commence on the agreed commencement date or when Trublu Software has received all information and materials reasonably required from the Customer.
  • Trublu Software may delay implementation where:
    • Customer information is incomplete;
    • required approvals have not been provided;
    • Customer premises are not ready;
    • Hardware or third-party products are unavailable;
    • payment obligations are outstanding; or
    • the Customer fails to meet its responsibilities under this Agreement.
  • Delays caused by the Customer may result in revised implementation timelines.

9.3 Customer Implementation Responsibilities

The Customer must:

  • provide accurate and complete information;
  • nominate a suitable project contact;
  • provide timely access to required systems, premises and personnel;
  • provide product information, pricing, images and business rules where required;
  • ensure suitable internet connectivity is available;
  • provide access to existing systems where data migration is required;
  • review and approve configurations;
  • test implemented functionality before launch; and
  • promptly notify Trublu Software of any errors or issues identified during implementation.

9.4 POS Hardware Installation

  • Where installation is included, Trublu Software may install and configure POS Hardware at the Customer's nominated business location.
  • Installation may include:
    • unpacking and positioning Hardware;
    • connecting approved devices;
    • installing required Software components;
    • configuring network settings;
    • testing Hardware operation;
    • connecting approved peripherals; and
    • performing basic operational checks.
  • Installation does not include:
    • electrical works;
    • building modifications;
    • internet installation;
    • network cabling unless separately quoted;
    • repairs to Customer equipment; or
    • configuration of unsupported third-party systems.

9.5 Site Readiness

Before installation, the Customer must ensure:

  • suitable physical workspace is available;
  • power outlets are operational;
  • internet connection is active and reliable;
  • network equipment is available where required;
  • premises are safe and accessible;
  • staff are available for training; and
  • any required permissions are obtained.

If the site is not ready, Trublu Software may:

  • reschedule installation;
  • charge additional attendance fees;
  • charge additional labour costs; or
  • revise the implementation schedule.

9.6 Ecommerce Website Setup

Where included in the Customer's Subscription Plan or Order Form, Trublu Software may assist with:

  • website configuration;
  • online store setup;
  • product catalogue configuration;
  • payment gateway connection;
  • delivery settings;
  • tax configuration;
  • customer account settings;
  • basic website styling; and
  • launch preparation.

The Customer remains responsible for final approval of website content, products, pricing and business settings.

9.7 Data Migration

  • Where agreed, Trublu Software may assist with migration of data from existing systems.
  • Data migration may include:
    • products;
    • inventory information;
    • customer records;
    • sales history where technically possible; and
    • other approved business data.
  • The Customer acknowledges that:
    • data migration depends on the quality and availability of source data;
    • not all systems support complete migration;
    • historical data may require cleansing or reformatting; and
    • migrated data must be verified by the Customer.
  • Trublu Software is not responsible for errors arising from inaccurate, incomplete or corrupted source data.

9.8 Customer Data Responsibility

  • The Customer remains responsible for maintaining original copies of all business data provided for migration.
  • The Customer must ensure it has the legal right to provide Customer Data to Trublu Software.
  • The Customer authorises Trublu Software to process Customer Data solely for providing Implementation Services and the Services generally.
  • Trublu Software will handle Customer Data in accordance with applicable privacy obligations and this Agreement.

9.9 Staff Training

  • Where included, Trublu Software may provide training to Customer personnel.
  • Training may include:
    • POS operation;
    • transaction processing;
    • product management;
    • inventory management;
    • reporting;
    • Ecommerce Platform administration; and
    • basic troubleshooting.
  • Training does not guarantee that all Customer employees will achieve a particular level of proficiency.
  • The Customer is responsible for training additional staff members unless additional training services are purchased.

9.10 Additional Training

Additional training requested by the Customer may be charged separately, including:

  • new employee training;
  • refresher training;
  • advanced system training;
  • onsite training outside the original scope; and
  • customised training materials.

9.11 Acceptance Testing

  • Where applicable, Trublu Software may provide testing procedures before launch.
  • The Customer must review and test the Services within the agreed testing period.
  • The Customer is deemed to accept implementation where:
    • the Customer begins using the Services for business operations;
    • the Customer does not notify Trublu Software of material defects within the agreed timeframe; or
    • the Customer approves the implementation.
  • Minor defects that do not materially affect operation do not prevent acceptance.

9.12 Change Requests

  • Any request outside the agreed implementation scope is treated as a change request.
  • Change requests may include:
    • additional configuration;
    • additional integrations;
    • custom reports;
    • additional locations;
    • additional data migration;
    • additional training; or
    • customised functionality.
  • Trublu Software may provide a quotation before commencing any change request.
  • Change requests may affect:
    • project timelines;
    • implementation costs;
    • delivery dates; and
    • resource availability.

9.13 Custom Development

  • Custom Development requested during implementation is not included unless expressly stated in the Order Form.
  • Custom Development will be quoted separately.
  • Trublu Software may require payment milestones before commencing Custom Development.
  • Custom Development remains subject to the Intellectual Property provisions of this Agreement unless otherwise agreed.

9.14 Third-Party Dependencies

  • Implementation may depend on third parties, including:
    • payment providers;
    • internet providers;
    • accounting software providers;
    • domain providers;
    • hosting providers; and
    • hardware manufacturers.
  • Trublu Software is not responsible for delays caused by third-party dependencies.

9.15 Implementation Fees

  • Implementation Services may be:
    • included in Subscription Fees;
    • charged as a fixed project fee; or
    • charged on a time and materials basis.
  • Fees will be specified in the applicable Order Form or quotation.
  • Additional work outside the agreed scope will be charged separately.

9.16 No Guarantee of Business Outcomes

The Customer acknowledges that Implementation Services assist with deployment of the Services but do not guarantee:

  • increased sales;
  • improved profitability;
  • customer growth;
  • reduced operating costs;
  • business performance improvements; or
  • achievement of specific commercial outcomes.

Business results depend on factors outside Trublu Software's control.

9.17 Completion of Implementation

Implementation is considered complete when:

  • agreed configuration has been completed;
  • Services have been made available to the Customer;
  • required training has been delivered or offered;
  • Customer acceptance has occurred; or
  • the Customer begins operational use of the Services.

Completion of implementation does not affect the Customer's ongoing obligations under the Subscription Agreement.

10.1 Provision of Support Services

  • Subject to the Customer maintaining an active Subscription and payment of all applicable Fees, Trublu Software will provide Support Services for the Services supplied under this Agreement.
  • Support Services are intended to assist the Customer with reasonable technical issues relating to:
    • Trublu Software POS Software;
    • Ecommerce Platform;
    • approved Hardware supplied by Trublu Software;
    • standard features and functionality;
    • system configuration;
    • software updates; and
    • general operational assistance.
  • Support Services do not include general business consulting, accounting advice, marketing services, hardware repairs caused by Customer damage, or Custom Development unless separately agreed.

10.2 Support Hours

  • Standard Support Services are provided Monday to Friday, during Australian Eastern Standard Time (AEST) business hours, excluding Australian public holidays.
  • Unless otherwise specified in an Order Form, standard support hours are 9:00 am to 5:00 pm AEST, Monday to Friday.
  • Support hours may change due to daylight saving adjustments, operational requirements or business changes, provided Trublu Software gives reasonable notice where practicable.
  • Support is not routinely available on:
    • Saturdays;
    • Sundays;
    • Queensland public holidays; or
    • Australian national public holidays observed in Queensland.

10.3 Support Channels

  • Customers may request support through channels made available by Trublu Software, which may include:
    • email support;
    • customer support portal;
    • online ticketing system;
    • telephone support where available; or
    • remote support tools.
  • Trublu Software may change support channels from time to time to improve service efficiency.
  • The Customer must provide sufficient information to allow Trublu Software to investigate and respond to support requests.

10.4 Customer Support Contacts

  • The Customer must nominate authorised support contacts.
  • Trublu Software may limit support access to authorised contacts to ensure efficient service delivery.
  • The Customer is responsible for ensuring authorised contacts have sufficient knowledge of the Customer's business operations and systems.

10.5 Support Request Requirements

When submitting a support request, the Customer should provide:

  • Customer account details;
  • description of the issue;
  • affected service or Hardware;
  • screenshots or recordings where applicable;
  • error messages;
  • steps already taken to resolve the issue;
  • affected users or locations; and
  • urgency and business impact.

Failure to provide sufficient information may delay resolution.

10.6 Support Priorities

Trublu Software may classify support requests according to the following priority levels:

Priority 1 – Critical Issue

A critical issue is a complete inability to use a core Service affecting essential business operations, such as:

  • complete POS system outage;
  • inability to process transactions across the business;
  • major security incident affecting the Services; or
  • widespread service unavailability.

Priority 2 – High Issue

A high issue is a significant problem affecting important functionality, including:

  • major feature failure;
  • inability for multiple users to access key functions;
  • serious performance degradation; or
  • material impact on normal operations.

Priority 3 – Normal Issue

A normal issue includes:

  • general questions;
  • configuration assistance;
  • minor defects;
  • individual user issues; or
  • requests for guidance.

Priority 4 – Enhancement Request

An enhancement request includes:

  • feature suggestions;
  • workflow improvements;
  • new functionality requests; or
  • Custom Development requests.

Enhancement requests are not treated as support issues.

10.7 Response Targets

Trublu Software will use reasonable efforts to respond to support requests within the following target timeframes during Support Hours:

Priority Target Initial Response
Priority 1 – Critical Within 4 business hours
Priority 2 – High Within 1 business day
Priority 3 – Normal Within 2 business days
Priority 4 – Enhancement Request As separately assessed
  • Response times are targets only and are not guaranteed resolution times.
  • Resolution time depends on:
    • complexity of the issue;
    • availability of required information;
    • third-party dependencies;
    • Customer cooperation; and
    • technical circumstances.

10.8 Remote Support

  • The Customer authorises Trublu Software to provide remote assistance where reasonably necessary.
  • Remote support may include:
    • troubleshooting;
    • configuration checks;
    • software diagnostics;
    • system verification; and
    • issue resolution.
  • The Customer must provide reasonable access and cooperation during remote support.
  • Trublu Software will take reasonable steps to protect Customer Data accessed during support activities.

10.9 Software Maintenance

  • Trublu Software may perform maintenance activities including:
    • security updates;
    • bug fixes;
    • performance improvements;
    • infrastructure upgrades;
    • database maintenance; and
    • system improvements.
  • Maintenance may occur during or outside normal Support Hours depending on urgency and technical requirements.
  • Trublu Software will use reasonable efforts to notify customers of planned maintenance where practicable.

10.10 Hardware Support

  • Hardware support applies only to Hardware supplied by Trublu Software.
  • Hardware support may include:
    • troubleshooting;
    • configuration assistance;
    • warranty assessment;
    • replacement coordination; and
    • technical guidance.
  • Hardware support does not include repair of:
    • physically damaged equipment;
    • customer-modified equipment;
    • unauthorised third-party equipment;
    • equipment damaged by misuse; or
    • equipment outside warranty coverage.

10.11 Excluded Support Services

Unless separately agreed, Support Services do not include:

  • onsite visits;
  • after-hours support;
  • public holiday support;
  • hardware replacement caused by accidental damage;
  • network troubleshooting for Customer-owned infrastructure;
  • internet provider issues;
  • third-party software support;
  • data correction caused by Customer error;
  • employee training beyond included training;
  • Custom Development;
  • website content updates;
  • marketing activities; or
  • business process consulting.

Additional services may be quoted separately.

10.12 Customer Responsibilities for Support

The Customer must:

  • maintain active internet connectivity;
  • provide accurate information;
  • provide reasonable access to systems;
  • follow troubleshooting instructions;
  • maintain supported devices and operating systems;
  • ensure users receive appropriate training;
  • protect login credentials; and
  • promptly install required updates where applicable.

10.13 Third-Party Support Dependencies

  • Some support issues may involve Third-Party Services including:
    • payment providers;
    • internet providers;
    • accounting platforms;
    • hardware manufacturers; and
    • external integrations.
  • Trublu Software will use reasonable efforts to assist with identifying third-party issues.
  • Trublu Software is not responsible for third-party outages, delays or failures.

10.14 Service Level Limitations

  • The support commitments in this section are service targets and do not constitute a warranty that all issues will be resolved within a specific timeframe.
  • Trublu Software does not guarantee:
    • uninterrupted operation;
    • error-free Software;
    • compatibility with all third-party systems; or
    • immediate resolution of all issues.

10.15 Support Suspension

Trublu Software may suspend Support Services where:

  • Fees are overdue;
  • the Customer has materially breached this Agreement;
  • the Customer is using unsupported systems;
  • the Customer refuses reasonable cooperation; or
  • providing support would create a security risk.

10.16 Additional Support Services

The Customer may request additional support services, including:

  • after-hours support;
  • onsite support;
  • dedicated account management;
  • additional training;
  • system audits; or
  • priority support plans.

Additional services will be subject to separate pricing and written agreement.

10.17 Continuous Improvement

The Customer acknowledges that Trublu Software may use aggregated, anonymised operational information to improve:

  • Software performance;
  • system reliability;
  • security;
  • support processes; and
  • product development.

Such information will not identify the Customer or disclose Customer Data.

11.1 Payment Processing Overview

  • Trublu Software provides software integrations and connectivity tools that enable the Customer to process payments through supported payment service providers.
  • Payment processing services may include:
    • in-store EFTPOS payment integration;
    • online ecommerce payment gateway integration;
    • payment terminal connectivity;
    • transaction status synchronisation;
    • payment reporting; and
    • reconciliation support.
  • Trublu Software does not operate as a bank, financial institution, payment processor or merchant acquiring institution unless expressly agreed in writing.

11.2 Preferred Payment Partners

  • Trublu Software may maintain preferred payment partners for:
    • in-store EFTPOS payments;
    • ecommerce transactions;
    • payment terminals;
    • merchant settlement services; and
    • related payment solutions.
  • The Customer may be required to enter into a separate agreement with the relevant payment partner.
  • Payment partner approval, onboarding, merchant verification and account activation are subject to the payment provider's requirements.
  • Trublu Software does not guarantee approval by any payment partner.

11.3 In-Store EFTPOS Services

  • Where supported, Trublu Software POS Software may integrate with EFTPOS terminals supplied by approved payment partners.
  • The Customer acknowledges that EFTPOS transactions are processed by the relevant payment provider.
  • Trublu Software may provide software connectivity between the POS Software and EFTPOS terminal, including:
    • transaction initiation;
    • transaction status updates;
    • payment confirmation;
    • settlement reporting; and
    • reconciliation information.
  • Trublu Software is not responsible for:
    • declined transactions;
    • payment settlement delays;
    • bank processing errors;
    • merchant account issues;
    • payment provider outages; or
    • fraud detection decisions.

11.4 Ecommerce Payment Gateways

  • The Customer may connect the Ecommerce Platform to:
    • Trublu Software's preferred payment partner;
    • Stripe;
    • Square;
    • other approved Australian payment providers; or
    • other supported third-party payment gateways.
  • The Customer is responsible for selecting and maintaining its preferred payment provider.
  • The Customer must establish and maintain a valid merchant account with the selected payment provider.
  • Payment gateway fees, merchant fees, transaction fees and settlement charges are payable by the Customer unless otherwise stated.

11.5 Third-Party Payment Providers

  • Payment processing is provided by independent third parties.
  • The Customer acknowledges that:
    • Trublu Software does not control payment providers;
    • payment providers may change their services, fees or requirements;
    • payment providers may suspend merchant accounts;
    • payment providers may delay or withhold settlements; and
    • payment providers may impose additional compliance requirements.
  • The Customer must comply with all terms imposed by payment providers.

11.6 Merchant Responsibilities

The Customer is solely responsible for:

  • applying for and maintaining merchant accounts;
  • ensuring payment details are accurate;
  • complying with payment provider requirements;
  • complying with card scheme rules;
  • preventing fraudulent transactions;
  • managing customer disputes;
  • processing refunds;
  • maintaining required business licences; and
  • complying with applicable laws.

11.7 Transaction Processing

  • The Customer acknowledges that transaction processing depends on:
    • internet connectivity;
    • payment provider availability;
    • banking systems;
    • telecommunications networks;
    • customer payment methods; and
    • fraud and risk management systems.
  • Trublu Software does not guarantee that every transaction will be approved or successfully processed.
  • A failed transaction does not constitute a failure of the Trublu Software Services.

11.8 Payment Data

  • Payment information may be processed directly by payment providers.
  • The Customer acknowledges that sensitive payment information may be subject to separate security requirements imposed by payment providers and card networks.
  • Trublu Software will not intentionally store complete payment card details unless expressly required for a supported service and permitted by applicable security standards.
  • The Customer must comply with applicable payment security requirements, including any requirements relating to cardholder data.

11.9 Refunds and Chargebacks

  • The Customer is responsible for managing:
    • refunds;
    • cancellations;
    • customer complaints;
    • chargebacks; and
    • transaction disputes.
  • Trublu Software may provide tools to assist with transaction management but is not responsible for the outcome of disputes.
  • Any chargeback amounts, penalties or fees imposed by payment providers are the responsibility of the Customer.

11.10 Fraud Prevention

  • The Customer is responsible for implementing appropriate procedures to prevent fraudulent transactions.
  • Trublu Software may provide available security features but does not guarantee prevention of fraud.
  • The Customer acknowledges that online and card-not-present transactions carry inherent risks.
  • Trublu Software is not liable for fraudulent transactions, unauthorised payments or losses arising from Customer business decisions.

11.11 Payment Reconciliation

  • The Services may provide reporting and reconciliation information.
  • The Customer remains responsible for verifying:
    • transaction records;
    • settlement amounts;
    • refunds;
    • fees;
    • accounting entries; and
    • financial records.
  • Trublu Software is not responsible for accounting errors arising from incorrect Customer configuration or third-party payment data.

11.12 Payment Provider Changes

  • Trublu Software may modify, replace or discontinue payment integrations where reasonably necessary.
  • Reasons may include:
    • technology changes;
    • security requirements;
    • payment provider decisions;
    • regulatory changes; or
    • commercial considerations.
  • Trublu Software will use reasonable efforts to provide alternative supported options where available.

11.13 Payment Compliance

The Customer must comply with all applicable laws and standards relating to payment processing, including:

  • Australian Consumer Law;
  • privacy legislation;
  • payment network rules;
  • taxation obligations;
  • anti-fraud requirements; and
  • applicable industry standards.

11.14 No Financial Services Advice

  • Trublu Software does not provide financial, banking, taxation or payment compliance advice.
  • The Customer is responsible for obtaining independent advice where required.

11.15 Payment Integration Support

  • Trublu Software may provide reasonable assistance with payment integration setup.
  • Payment integration support does not include:
    • resolving banking disputes;
    • merchant approval issues;
    • payment provider compliance reviews;
    • chargeback management; or
    • payment provider account administration.
  • Additional assistance may be charged separately as Professional Services.

11.16 Liability Relating to Payment Services

To the maximum extent permitted by law, Trublu Software is not liable for any Loss arising from:

  • payment provider failures;
  • transaction declines;
  • settlement delays;
  • merchant account suspension;
  • fraudulent transactions;
  • chargebacks;
  • payment disputes;
  • banking system failures; or
  • Customer misuse of payment services.

This clause does not exclude any rights or remedies that cannot legally be excluded under applicable Australian law.

12.1 Payment Obligations

  • The Customer agrees to pay all Fees payable under this Agreement, including:
    • SaaS Subscription Fees;
    • POS Software Licence Fees;
    • Ecommerce Platform Fees;
    • Hardware purchase charges;
    • Hardware-as-a-Service (HaaS) Fees;
    • lease-to-own hardware payments;
    • implementation and installation fees;
    • training fees;
    • Support Services fees;
    • Custom Development fees;
    • integration fees; and
    • any other charges specified in an Order Form.
  • The Customer's payment obligations are independent of the Customer's business performance, sales volume, customer demand or revenue generated through use of the Services.
  • Hardware payment obligations, Software Subscription obligations and finance arrangements are separate commercial arrangements unless expressly combined in writing.

12.2 Subscription Fees

  • Subscription Fees are charged according to the Customer's selected Subscription Plan.
  • Subscription Plans may be billed:
    • monthly;
    • annually; or
    • according to another billing frequency specified in the applicable Order Form.
  • Unless otherwise stated, Subscription Fees are payable in advance.
  • Subscription Fees commence from:
    • the date Services are activated;
    • the date Hardware is installed;
    • the date Implementation Services commence; or
    • another date specified in the Order Form.

12.3 Monthly Subscription Plans

  • Where the Customer selects a month-to-month Subscription Plan:
    • Fees are payable monthly in advance;
    • the Subscription automatically renews each month unless cancelled in accordance with this Agreement;
    • Hardware supplied under a monthly plan remains subject to the applicable Hardware terms; and
    • the Customer must continue paying Subscription Fees while Services remain active.
  • Cancellation of a month-to-month Subscription does not remove liability for:
    • outstanding invoices;
    • Hardware charges;
    • Custom Development fees;
    • Professional Services fees; or
    • other accrued obligations.

12.4 Annual Subscription Plans

  • Where the Customer selects an annual Subscription Plan:
    • Fees are payable annually in advance unless otherwise agreed;
    • the Customer commits to the annual Subscription Term; and
    • cancellation before expiry does not entitle the Customer to a refund except where required by law.
  • Annual plans may provide discounted pricing compared with monthly plans.

12.5 Hardware Payment Terms

  • Hardware payments may be structured as:
    • upfront purchase;
    • lease-to-own payments through Trublu Software's preferred finance partner;
    • Hardware-as-a-Service monthly fees; or
    • another payment arrangement agreed in writing.
  • Hardware payment terms, ownership arrangements and payment obligations will be determined by the applicable Order Form and, where applicable, a separate finance agreement.
  • Payment of Hardware charges does not include ownership or perpetual rights to use Trublu Software applications.

12.6 Finance Partner Payment Arrangements

  • Where the Customer chooses to finance POS Hardware through Trublu Software's preferred finance partner, the Customer acknowledges and agrees that:
    • the Customer will enter into a separate finance agreement directly with the finance partner;
    • the Customer will make payments directly to the finance partner according to the payment schedule, fees, interest and other agreed terms;
    • the finance partner's terms and conditions apply to the financed arrangement;
    • Trublu Software is not a party to the finance agreement unless expressly stated otherwise;
    • Trublu Software does not control or determine finance approval, repayment terms, interest rates, fees or enforcement actions of the finance partner; and
    • disputes relating to the finance agreement must be addressed with the finance partner.
  • The Customer remains responsible for ensuring all finance payments are made on time.
  • Failure by the Customer to meet finance payment obligations may result in action by the finance partner under the applicable finance agreement.
  • Finance approval is subject to the finance partner's assessment criteria and approval process.
  • Entering into a finance agreement does not remove or reduce the Customer's obligation to pay Trublu Software for:
    • POS Software Licence Fees;
    • Ecommerce Platform Subscription Fees;
    • support services;
    • integrations;
    • Custom Development;
    • additional services; or
    • other amounts payable directly to Trublu Software.

12.7 Preferred Partner Financed Solution Arrangements

  • Trublu Software may, from time to time, work with preferred partners, finance providers or commercial partners to offer customers a combined technology solution package.
  • Such arrangements may include financing or payment plans for:
    • POS Hardware;
    • POS Software Licence;
    • Ecommerce Software Platform;
    • implementation services;
    • setup and configuration services; or
    • other agreed technology services.
  • Where the Customer chooses a preferred partner financed solution:
    • the Customer will enter into a separate agreement directly with the preferred partner or finance provider;
    • the Customer will make payments directly to the preferred partner or finance provider according to the agreed commercial terms;
    • the preferred partner or finance provider will manage invoicing, payment collection and finance administration;
    • Trublu Software is not responsible for collection of those payments unless expressly agreed in writing;
    • the preferred partner's or finance provider's terms apply to the arrangement; and
    • approval is subject to the preferred partner's assessment process.
  • A preferred partner financed solution may combine multiple products and services into a single payment arrangement. However, each component remains subject to its own ownership, licensing and usage conditions.
  • Unless expressly transferred under a separate written agreement:
    • POS Hardware ownership transfers only according to the agreed hardware purchase or finance terms;
    • POS Software remains licensed and is not sold;
    • Ecommerce Platform remains provided as a Software-as-a-Service solution;
    • Trublu Software retains all Intellectual Property Rights; and
    • ongoing software access remains subject to applicable Subscription and Licence terms.
  • Where POS Software Licence Fees or Ecommerce Platform Fees are financed:
    • payments provide access rights to the Services during the agreed term;
    • completion of payments does not create ownership of the Software or Ecommerce Platform;
    • the Customer must continue complying with Trublu Software licence terms; and
    • continued access after the financed term may require renewal of Subscription Services.
  • Trublu Software is not responsible for:
    • finance approval decisions;
    • interest rates;
    • finance charges;
    • repayment schedules;
    • actions of finance providers;
    • changes to finance agreements; or
    • disputes relating to finance arrangements.

12.8 Lease-to-Own Payments

  • Where Hardware is supplied under a lease-to-own arrangement:
    • payments may be made directly to Trublu Software or the nominated finance partner depending on the agreed arrangement;
    • payment terms may extend up to thirty-six (36) months unless otherwise agreed;
    • ownership transfers only after all required payments are completed; and
    • Software Subscription Fees remain payable separately.
  • Where payments are made to a finance partner:
    • the finance partner manages payment collection;
    • the Customer must comply with the finance agreement; and
    • Trublu Software is not responsible for payment processing, collections or finance administration performed by the finance partner.

12.9 Custom Development and Additional Services

  • Any development, modification, integration, enhancement or functionality outside the standard Services will be quoted separately.
  • Custom Development may be charged:
    • as a fixed project fee;
    • on a time and materials basis;
    • through milestone payments; or
    • another agreed commercial arrangement.
  • Trublu Software is not required to commence Custom Development until:
    • quotation acceptance;
    • required deposits are paid; and
    • project requirements are confirmed.

12.10 Invoicing

  • Trublu Software may issue invoices electronically.
  • The Customer agrees to receive invoices through:
    • email;
    • customer portal;
    • electronic billing system; or
    • another agreed method.
  • The Customer must maintain accurate billing contact details.

12.11 Payment Due Dates

  • Unless otherwise stated in an Order Form:
    • monthly recurring Software Subscription Fees are payable before each billing period;
    • annual Subscription Fees are payable before the annual term commences;
    • Hardware payments payable directly to Trublu Software are payable according to agreed terms;
    • finance partner payments are payable directly to the finance partner according to the finance agreement; and
    • Professional Services invoices are payable within fourteen (14) days of invoice date.
  • The Customer must pay all amounts payable to Trublu Software without set-off, deduction or withholding unless required by law.

12.12 Failed Payments

  • If a payment fails, Trublu Software may:
    • retry payment;
    • notify the Customer;
    • request alternative payment details;
    • suspend Services; or
    • charge reasonable administration costs where permitted by law.
  • The Customer remains responsible for all outstanding amounts.

12.13 Late Payments

  • If amounts remain unpaid after the due date, Trublu Software may:
    • charge interest on overdue amounts;
    • suspend Services;
    • recover reasonable collection costs;
    • refer outstanding amounts to debt recovery; and
    • exercise other rights available under this Agreement.

12.14 Suspension for Non-Payment

  • Trublu Software may suspend access to:
    • POS Software;
    • Ecommerce Platform;
    • cloud services;
    • support services; and
    • other Services,
    where Fees remain unpaid.
  • Suspension does not remove payment obligations.

12.15 GST

  • Unless stated otherwise, all Fees are exclusive of GST.
  • The Customer must pay applicable GST on taxable supplies.
  • Trublu Software will issue tax invoices where required.

12.16 Price Changes

  • Trublu Software may update Fees from time to time.
  • Reasonable notice will be provided for material changes to recurring Services.
  • Price changes may occur due to:
    • increased costs;
    • third-party provider charges;
    • infrastructure changes;
    • product improvements;
    • regulatory requirements; or
    • market conditions.

12.17 Disputed Invoices

  • The Customer must notify Trublu Software of invoice disputes within seven (7) days.
  • The notice must include:
    • invoice details;
    • disputed amount;
    • reason for dispute; and
    • supporting information.
  • Undisputed amounts remain payable.

12.18 No Refunds

Unless required by Australian Consumer Law, Fees paid are non-refundable, including:

  • Subscription Fees;
  • implementation fees;
  • training fees;
  • Custom Development fees;
  • hardware configuration fees; and
  • Professional Services fees.

12.19 Records and Verification

Trublu Software may maintain records relating to:

  • subscriptions;
  • user access;
  • Hardware supplied;
  • usage;
  • invoices; and
  • payments.

Such records may be used to verify compliance and calculate Fees.

12.20 Survival of Payment Obligations

Termination or expiry of this Agreement does not affect obligations to pay:

  • outstanding Trublu Software invoices;
  • Subscription Fees;
  • Hardware payments;
  • finance partner obligations;
  • Custom Development fees;
  • Professional Services fees; or
  • any other amounts payable under this Agreement.

13.1 Custom Development Overview

  • Trublu Software may provide Custom Development Services to Customers who require functionality, integrations, modifications or enhancements beyond the standard features of the POS Software and Ecommerce Platform.
  • Custom Development Services may include:
    • custom software development;
    • customised POS workflows;
    • ecommerce functionality enhancements;
    • third-party integrations;
    • custom reports and dashboards;
    • data migration tools;
    • automation solutions;
    • API integrations;
    • custom configuration; and
    • other technology services requested by the Customer.
  • Custom Development Services are separate from the Customer's standard Subscription Fees unless expressly included in an Order Form.

13.2 Request for Custom Development

  • The Customer may request Custom Development Services by providing details of the requested functionality, requirements or business objectives.
  • Trublu Software will assess the request and determine whether it can provide the requested services.
  • Trublu Software may decline any request where:
    • the request is technically unsuitable;
    • the request conflicts with the Trublu Software product roadmap;
    • the request creates security or compliance risks;
    • required resources are unavailable; or
    • the request cannot reasonably be supported.

13.3 Custom Development Quotation

  • Custom Development Services will be quoted separately before commencement unless otherwise agreed.
  • A quotation may include:
    • project scope;
    • deliverables;
    • estimated timeline;
    • development fees;
    • payment milestones;
    • assumptions;
    • exclusions;
    • testing requirements; and
    • acceptance criteria.
  • A quotation remains valid for the period stated in the quotation.
  • Trublu Software is not required to commence work until the Customer accepts the quotation.

13.4 Project Scope

  • The Customer acknowledges that Custom Development Services are based on the agreed project scope.
  • Trublu Software is responsible only for delivering the agreed deliverables described in the accepted quotation.
  • Any functionality, feature or requirement not included in the agreed scope will be treated as a Change Request.
  • The Customer must provide accurate requirements and information necessary for successful delivery.

13.5 Change Requests

  • A Change Request occurs where the Customer requests:
    • additional functionality;
    • changes to agreed specifications;
    • additional integrations;
    • additional testing;
    • changes after development has commenced; or
    • modifications outside the original scope.
  • Trublu Software may provide a revised quotation or timeline for Change Requests.
  • Change Requests may result in:
    • additional development fees;
    • revised delivery dates;
    • additional testing requirements; and
    • changes to project milestones.
  • Trublu Software is not required to commence Change Requests until approval is provided by the Customer.

13.6 Development Fees and Payment Terms

  • Custom Development Fees may be charged:
    • as a fixed project fee;
    • on a time and materials basis;
    • through staged milestone payments; or
    • according to another agreed payment structure.
  • Unless otherwise stated:
    • invoices are payable within fourteen (14) days;
    • deposits may be required before commencement;
    • milestone payments must be made before the next development phase begins.
  • Failure to pay Custom Development Fees may result in suspension or delay of development work.

13.7 Customer Responsibilities

The Customer must:

  • provide complete and accurate requirements;
  • provide timely feedback and approvals;
  • nominate an authorised project representative;
  • provide access to required systems and information;
  • review and test delivered functionality;
  • identify issues promptly;
  • make decisions within agreed timeframes; and
  • cooperate reasonably throughout the development process.

Delays caused by the Customer may affect delivery timelines and costs.

13.8 Development Timeline

  • Any development timeline provided by Trublu Software is an estimate only unless expressly stated otherwise.
  • Delivery dates may change due to:
    • changes in requirements;
    • Customer delays;
    • third-party dependencies;
    • technical challenges;
    • testing outcomes; or
    • events outside Trublu Software's reasonable control.
  • Trublu Software will use reasonable efforts to meet agreed delivery milestones.

13.9 Third-Party Integrations

  • Custom Development may require integration with third-party systems, including:
    • payment providers;
    • accounting platforms;
    • marketplaces;
    • shipping providers;
    • CRM systems;
    • external APIs; and
    • other third-party software.
  • The Customer acknowledges that:
    • third-party systems may change without notice;
    • third-party access may be restricted;
    • additional third-party fees may apply; and
    • Trublu Software does not control third-party services.
  • Trublu Software is not responsible for failures caused by third-party systems.

13.10 Testing and Acceptance

  • Where applicable, Trublu Software may provide testing access before final release.
  • The Customer must review and test the Custom Development within the agreed testing period.
  • The Customer must notify Trublu Software of any material defects within the testing period.
  • Custom Development is deemed accepted when:
    • the Customer confirms acceptance;
    • the Customer uses the functionality in production;
    • the Customer fails to notify Trublu Software of material defects within the testing period; or
    • the agreed acceptance criteria have been met.

13.11 Intellectual Property Rights

  • Unless otherwise agreed in writing:
    • Trublu Software retains ownership of all Intellectual Property Rights in the Trublu Software platform, codebase, frameworks, systems, tools, processes and technology;
    • Custom Development created as an extension, modification or enhancement of Trublu Software products remains owned by Trublu Software;
    • the Customer receives a limited licence to use the Custom Development as part of the Services during an active Subscription.
  • The Customer retains ownership of Customer Data, content and materials supplied by the Customer.
  • The Customer grants Trublu Software a limited right to use Customer-provided materials solely for delivering the Custom Development Services.

13.12 Customer-Specific Development

  • Where agreed in writing, Trublu Software may provide Customer-specific functionality.
  • Unless otherwise agreed:
    • Trublu Software may reuse general concepts, methods, skills and know-how developed during the project;
    • Trublu Software may incorporate improvements into future product releases;
    • the Customer does not obtain ownership of Trublu Software source code.

13.13 Source Code

  • Source code ownership remains with Trublu Software unless a separate written agreement expressly provides otherwise.
  • The Customer is not entitled to receive:
    • source code;
    • development environments;
    • internal documentation;
    • proprietary frameworks; or
    • development tools.

13.14 Support for Custom Development

  • Custom Development is not automatically included in standard Support Services.
  • Trublu Software may provide ongoing support for Custom Development where:
    • included in a Support Plan;
    • covered under a separate agreement; or
    • requested as Professional Services.
  • Additional support may incur additional charges.

13.15 Warranty for Custom Development

  • Trublu Software warrants that Custom Development will substantially perform according to agreed specifications.
  • This warranty does not apply where issues arise from:
    • Customer modifications;
    • third-party systems;
    • incorrect Customer data;
    • unsupported environments;
    • misuse; or
    • changes made outside Trublu Software control.
  • Trublu Software's obligation is limited to correcting verified defects within the agreed warranty period.

13.16 No Guarantee of Business Results

The Customer acknowledges that Custom Development does not guarantee:

  • increased revenue;
  • reduced operating costs;
  • improved efficiency;
  • increased customer engagement; or
  • achievement of specific commercial outcomes.

13.17 Suspension or Termination of Development

Trublu Software may suspend or terminate Custom Development Services where:

  • invoices remain unpaid;
  • the Customer repeatedly delays approvals;
  • project requirements cannot reasonably be achieved;
  • continued development creates technical or security risks; or
  • the Customer materially breaches this Agreement.

13.18 Completion of Custom Development

Custom Development Services are considered completed when:

  • agreed deliverables have been provided;
  • acceptance criteria have been met;
  • Customer approval has been provided;
  • the Customer begins using the functionality; or
  • the project is otherwise completed according to the agreed scope.

14.1 Ownership of Intellectual Property

  • The Customer acknowledges that all Intellectual Property Rights in and relating to Trublu Software's products, services, technology and systems remain the exclusive property of Trublu Software or its licensors.
  • Intellectual Property Rights include, but are not limited to:
    • POS Software;
    • Ecommerce Platform;
    • software applications;
    • source code;
    • object code;
    • databases;
    • system architecture;
    • algorithms;
    • interfaces;
    • designs;
    • documentation;
    • trademarks;
    • business processes;
    • workflows;
    • know-how;
    • integrations;
    • updates;
    • improvements; and
    • all related technology and materials.
  • Except for the limited rights expressly granted under this Agreement, no ownership rights are transferred to the Customer.

14.2 Licence Grant

  • Subject to the Customer:
    • paying all applicable Fees;
    • complying with this Agreement; and
    • maintaining an active Subscription,
    Trublu Software grants the Customer a limited, non-exclusive, non-transferable and revocable licence to access and use the Services.
  • This licence permits the Customer to use the Services solely for:
    • operating its own business;
    • managing sales transactions;
    • managing ecommerce activities;
    • processing business operations; and
    • other approved purposes described in the Order Form.
  • The Customer does not receive any ownership interest in the Services.

14.3 POS Software Licence

  • The POS Software is provided to the Customer under a subscription-based licence model unless otherwise agreed.
  • The Customer acknowledges that:
    • the POS Software is licensed, not sold;
    • payment of Licence Fees provides access rights only;
    • ownership remains with Trublu Software;
    • access is conditional upon maintaining an active licence or subscription; and
    • termination of the licence may result in suspension of access.
  • The Customer must not:
    • copy the POS Software;
    • modify the POS Software;
    • reverse engineer the POS Software;
    • attempt to access source code;
    • create derivative software based on the POS Software; or
    • provide access to unauthorised third parties.

14.4 Ecommerce Platform Licence

  • The Ecommerce Platform is provided as a Software-as-a-Service solution.
  • The Customer receives a limited right to use the Ecommerce Platform during the Subscription Term.
  • The Customer acknowledges that:
    • the Ecommerce Platform infrastructure remains owned by Trublu Software;
    • website functionality is provided through a subscription arrangement;
    • completion of payments does not transfer ownership of the platform;
    • platform updates and improvements remain the property of Trublu Software.
  • The Customer must not:
    • reproduce the platform;
    • resell platform access without permission;
    • extract platform code;
    • bypass security controls; or
    • use the platform to develop a competing service.

14.5 Hardware-Related Software

  • POS Hardware supplied by Trublu Software may include embedded software, firmware or third-party applications.
  • The Customer acknowledges that:
    • Hardware ownership does not automatically transfer ownership of embedded software;
    • firmware and software remain subject to applicable licences;
    • access rights may depend on active subscriptions or agreements.
  • The Customer must not modify, copy or extract embedded software without written permission.

14.6 Customer Data Ownership

  • The Customer retains ownership of Customer Data submitted, uploaded or created through use of the Services.
  • Customer Data may include:
    • customer records;
    • product information;
    • inventory information;
    • sales information;
    • business reports;
    • images;
    • content; and
    • other business information.
  • The Customer grants Trublu Software a limited right to access and process Customer Data solely for:
    • providing the Services;
    • maintaining systems;
    • providing support;
    • improving service performance;
    • preventing fraud and security issues; and
    • meeting legal obligations.

14.7 Customer Responsibilities for Data

  • The Customer is responsible for ensuring that:
    • Customer Data is accurate;
    • Customer Data is legally collected;
    • Customer Data does not infringe third-party rights;
    • required permissions and consents are obtained; and
    • Customer Data complies with applicable laws.
  • The Customer remains responsible for business decisions made using information generated from the Services.

14.8 Use of Aggregated Data

  • Trublu Software may collect and use aggregated, anonymised information generated through operation of the Services.
  • Such information may be used for:
    • service improvement;
    • analytics;
    • system monitoring;
    • security improvements;
    • product development; and
    • benchmarking.
  • Aggregated information will not identify the Customer or disclose confidential Customer Data.

14.9 Feedback and Suggestions

  • The Customer may provide feedback, suggestions, ideas or recommendations regarding the Services.
  • The Customer agrees that Trublu Software may use such feedback without restriction or obligation, provided that Customer Confidential Information is not disclosed.
  • Feedback does not create any ownership rights for the Customer in Trublu Software products or improvements.

14.10 Trademarks and Branding

  • Each party retains ownership of its own trademarks, logos and branding.
  • The Customer must not use Trublu Software trademarks, logos or branding without prior written consent.
  • Trublu Software may display Customer name and logo for customer reference purposes only where permitted by the Customer.
  • Any permitted use of trademarks must comply with brand guidelines provided by the relevant owner.

14.11 Restrictions on Use

The Customer must not:

  • copy, reproduce or distribute the Services;
  • sell, sublicense or transfer access to the Services;
  • reverse engineer, decompile or disassemble the Services;
  • attempt to discover source code;
  • remove copyright or ownership notices;
  • interfere with security features;
  • access systems through unauthorised methods;
  • use the Services to create a competing product;
  • permit unauthorised users to access the Services; or
  • use the Services unlawfully.

14.12 Third-Party Intellectual Property

  • The Services may include third-party software, integrations or technology.
  • Third-party components remain owned by their respective owners.
  • The Customer must comply with applicable third-party licence terms.
  • Trublu Software does not provide ownership rights to third-party technology.

14.13 Intellectual Property Protection

  • The Customer must promptly notify Trublu Software if it becomes aware of:
    • unauthorised use of Trublu Software Intellectual Property;
    • infringement of Trublu Software rights; or
    • security issues affecting the Services.
  • The Customer must reasonably cooperate with Trublu Software in protecting its Intellectual Property Rights.

14.14 Custom Development Intellectual Property

  • Unless otherwise agreed in writing, Custom Development created by Trublu Software remains subject to Section 13 of this Agreement.
  • Custom Development does not transfer ownership of:
    • Trublu Software source code;
    • development frameworks;
    • reusable components;
    • systems;
    • methodologies; or
    • underlying technology.

14.15 Survival

The ownership and Intellectual Property provisions of this Agreement survive termination or expiry.

Termination does not:

  • transfer ownership of Trublu Software Intellectual Property;
  • grant the Customer rights to access source code;
  • remove restrictions on use; or
  • affect rights accrued before termination.

15.1 Customer Obligations

  • The Customer must use the Services in accordance with:
    • this Agreement;
    • applicable laws and regulations;
    • applicable third-party terms;
    • Trublu Software policies and instructions; and
    • reasonable security and operational practices.
  • The Customer is responsible for ensuring that its employees, contractors, representatives and authorised users comply with this Agreement.
  • Any breach by an authorised user may be treated as a breach by the Customer.

15.2 Accurate Customer Information

  • The Customer must provide accurate, complete and current information when:
    • creating an account;
    • completing an Order Form;
    • requesting implementation services;
    • configuring the Services; or
    • communicating with Trublu Software.
  • The Customer must promptly update information where changes occur.
  • Trublu Software is not responsible for delays, errors or service issues caused by inaccurate Customer information.

15.3 Account Management

  • The Customer is responsible for managing access to its Trublu Software accounts.
  • The Customer must:
    • maintain secure passwords;
    • restrict account access to authorised users;
    • remove access for users who no longer require access;
    • maintain confidentiality of login credentials;
    • notify Trublu Software of suspected unauthorised access; and
    • ensure user permissions are appropriate.
  • The Customer is responsible for all activity performed through its accounts unless caused by Trublu Software's negligence or a confirmed security breach.

15.4 Authorised Users

  • The Customer may provide access to employees and authorised representatives for business purposes.
  • Authorised users must:
    • use their own login credentials where available;
    • comply with applicable usage restrictions;
    • protect Customer Data;
    • follow security procedures; and
    • use the Services responsibly.
  • The Customer remains responsible for all actions of authorised users.

15.5 Business Operations Responsibility

  • The Customer remains responsible for managing its own business operations.
  • The Services are tools to assist business activities and do not replace Customer responsibilities relating to:
    • accounting;
    • taxation;
    • pricing decisions;
    • inventory management;
    • employee management;
    • customer service;
    • legal compliance; or
    • business decision-making.
  • Trublu Software does not provide business, financial, legal or accounting advice unless separately agreed.

15.6 Internet and Infrastructure Requirements

  • The Customer is responsible for maintaining suitable infrastructure required to access and use the Services.
  • Requirements may include:
    • reliable internet connection;
    • suitable network equipment;
    • compatible devices;
    • supported browsers;
    • appropriate power supply; and
    • suitable business environment.
  • The Customer acknowledges that:
    • internet outages;
    • telecommunications failures;
    • network configuration issues; and
    • Customer-owned equipment failures
    may affect availability of the Services.
  • Trublu Software is not responsible for issues caused by Customer infrastructure or third-party internet providers.

15.7 Hardware Care and Responsibility

  • Where Trublu Software supplies POS Hardware, the Customer must:
    • operate Hardware according to instructions;
    • protect Hardware from damage;
    • maintain suitable operating conditions;
    • prevent unauthorised modifications;
    • use approved accessories; and
    • report faults promptly.
  • The Customer is responsible for loss or damage caused by:
    • misuse;
    • negligence;
    • accidental damage;
    • liquid damage;
    • unauthorised repairs;
    • theft;
    • vandalism; or
    • failure to follow operating instructions.

15.8 Data Responsibility

  • The Customer is responsible for:
    • entering accurate information;
    • maintaining appropriate records;
    • obtaining required customer permissions;
    • complying with privacy obligations;
    • ensuring lawful use of Customer Data; and
    • maintaining appropriate backups where required.
  • The Customer acknowledges that incorrect data entry or configuration may affect reports, transactions and business operations.
  • Trublu Software is not responsible for losses resulting from inaccurate Customer Data.

15.9 Acceptable Use

The Customer must use the Services only for lawful business purposes.

The Customer must not:

  • use the Services for illegal activities;
  • upload malicious software or harmful code;
  • attempt unauthorised access to systems;
  • interfere with system performance or security;
  • bypass access controls;
  • conduct security testing without written approval;
  • misuse payment functionality;
  • transmit unlawful, offensive or infringing content;
  • use the Services to operate a competing software service;
  • resell access without permission; or
  • use the Services in a way that damages Trublu Software's reputation or operations.

15.10 Prohibited Activities

The Customer must not:

  • copy, modify or reproduce the Software;
  • reverse engineer or attempt to extract source code;
  • interfere with system infrastructure;
  • introduce viruses, malware or harmful code;
  • access another customer's information;
  • share account credentials;
  • impersonate another user;
  • manipulate transaction records unlawfully;
  • use automated tools to extract system data without approval; or
  • attempt to circumvent security measures.

15.11 Compliance with Laws

  • The Customer must comply with all laws applicable to its business operations, including:
    • Australian Consumer Law;
    • privacy legislation;
    • taxation requirements;
    • employment obligations;
    • industry regulations; and
    • payment processing requirements.
  • Trublu Software does not guarantee that use of the Services will ensure the Customer's compliance with all legal obligations.
  • The Customer is responsible for obtaining professional advice where required.

15.12 Product, Pricing and Content Responsibility

  • The Customer is responsible for all information displayed through the Services, including:
    • products;
    • descriptions;
    • pricing;
    • images;
    • promotions;
    • policies;
    • customer communications; and
    • business information.
  • The Customer warrants that such information:
    • is accurate;
    • is lawful;
    • does not infringe third-party rights; and
    • complies with applicable regulations.

15.13 Payment and Transaction Responsibility

  • The Customer remains responsible for transactions processed through the Services.
  • The Customer must:
    • verify transaction accuracy;
    • manage refunds;
    • resolve customer disputes;
    • prevent fraudulent activity; and
    • maintain appropriate business procedures.
  • Trublu Software does not guarantee transaction approval or customer payment.

15.14 Third-Party Services

  • The Customer may use third-party services integrated with the Trublu Software platform.
  • The Customer acknowledges that:
    • third-party services are controlled by third parties;
    • separate terms may apply;
    • additional fees may apply; and
    • availability may change.
  • Trublu Software is not responsible for third-party service failures.

15.15 Security Responsibilities

  • The Customer must take reasonable steps to protect:
    • login credentials;
    • devices;
    • business systems;
    • Customer Data; and
    • payment information.
  • The Customer must immediately notify Trublu Software of suspected:
    • unauthorised access;
    • security incidents;
    • compromised accounts; or
    • misuse of the Services.

15.16 Suspension for Misuse

Trublu Software may suspend access to the Services where the Customer:

  • breaches acceptable use requirements;
  • creates security risks;
  • engages in unlawful activity;
  • threatens system integrity;
  • misuses Hardware; or
  • breaches this Agreement.

Trublu Software will provide reasonable notice where practicable.

15.17 Customer Cooperation

The Customer must reasonably cooperate with Trublu Software in relation to:

  • implementation;
  • support requests;
  • security investigations;
  • system maintenance;
  • troubleshooting; and
  • compliance requirements.

Failure to cooperate may affect Trublu Software's ability to provide Services.

15.18 Survival

Customer responsibilities relating to:

  • confidentiality;
  • data protection;
  • acceptable use;
  • Intellectual Property;
  • payment obligations; and
  • legal compliance

survive termination or expiry of this Agreement.

16.1 Data Protection Overview

  • Trublu Software recognises the importance of protecting Customer Data and maintaining appropriate security practices.
  • The parties agree that:
    • the Customer remains responsible for the information it provides to Trublu Software;
    • Trublu Software processes Customer Data to provide, maintain and improve the Services; and
    • each party must comply with applicable Australian privacy laws and obligations.
  • This section applies to Customer Data collected, stored, processed or transmitted through the Services.

16.2 Privacy Law Compliance

  • Trublu Software will handle personal information in accordance with applicable privacy laws, including the Australian Privacy Act 1988 (Cth) and the Australian Privacy Principles (APPs), where applicable.
  • The Customer must comply with all privacy obligations applicable to its own business operations.
  • The Customer acknowledges that Trublu Software is not responsible for the Customer's collection, use or disclosure of personal information outside the Services.

16.3 Customer Data Ownership

  • The Customer retains ownership of all Customer Data submitted, uploaded, stored or generated through use of the Services.
  • Customer Data may include:
    • customer records;
    • transaction information;
    • sales records;
    • inventory information;
    • product information;
    • employee user information;
    • website content;
    • business reports; and
    • other information provided by the Customer.
  • Nothing in this Agreement transfers ownership of Customer Data to Trublu Software.

16.4 Licence to Process Customer Data

  • The Customer grants Trublu Software a limited, non-exclusive right to access, process, store and use Customer Data solely for purposes including:
    • providing the Services;
    • operating the POS Software;
    • operating the Ecommerce Platform;
    • providing customer support;
    • troubleshooting technical issues;
    • maintaining security;
    • performing backups;
    • improving system performance; and
    • complying with legal obligations.
  • Trublu Software must not use Customer Data for unrelated purposes without Customer consent unless required by law.

16.5 Customer Data Responsibilities

  • The Customer is responsible for ensuring:
    • Customer Data is accurate;
    • Customer Data is collected lawfully;
    • required customer notices and consents are provided;
    • Customer Data does not breach third-party rights;
    • authorised users have appropriate access rights; and
    • Customer Data is used in accordance with applicable laws.
  • The Customer must not upload or store information that:
    • is unlawful;
    • infringes third-party rights;
    • contains malicious code; or
    • breaches privacy obligations.

16.6 Data Security Measures

  • Trublu Software will take reasonable steps to protect Customer Data against:
    • unauthorised access;
    • misuse;
    • loss;
    • interference;
    • unauthorised disclosure; and
    • security threats.
  • Security measures may include:
    • access controls;
    • authentication measures;
    • system monitoring;
    • secure data transmission;
    • software updates;
    • backup procedures; and
    • security reviews.
  • The Customer acknowledges that no electronic system can guarantee absolute security.

16.7 Customer Security Responsibilities

  • The Customer is responsible for maintaining security of:
    • account credentials;
    • user access;
    • Customer-owned devices;
    • internal networks;
    • internet connections; and
    • authorised user activity.
  • The Customer must immediately notify Trublu Software if it becomes aware of:
    • unauthorised access;
    • compromised credentials;
    • suspected data loss;
    • security incidents; or
    • misuse of accounts.

16.8 Data Access by Trublu Software

  • Trublu Software may access Customer Data where reasonably necessary to:
    • provide support;
    • investigate technical issues;
    • maintain systems;
    • perform security activities;
    • improve Services; or
    • comply with legal requirements.
  • Trublu Software will limit access to authorised personnel and only to the extent reasonably required.
  • Trublu Software personnel with access to Customer Data are expected to maintain confidentiality.

16.9 Data Hosting and Storage

  • Customer Data may be stored using Trublu Software infrastructure or third-party hosting providers.
  • The Customer acknowledges that:
    • cloud infrastructure providers may be located in Australia or overseas;
    • third-party hosting providers may apply their own security standards;
    • service availability may depend on third-party infrastructure.
  • Trublu Software will use reasonable efforts to select reputable technology providers.

16.10 Third-Party Service Providers

  • Trublu Software may use third-party providers to support delivery of the Services, including:
    • cloud hosting providers;
    • payment providers;
    • software providers;
    • analytics providers;
    • security providers; and
    • communication platforms.
  • Such providers may process Customer Data only as required to provide their services.
  • Trublu Software remains responsible for managing third-party providers used in delivering the Services.

16.11 Payment Data Security

  • Payment processing may involve third-party payment providers.
  • The Customer acknowledges that:
    • payment card information may be processed directly by payment providers;
    • payment providers maintain separate security obligations;
    • Trublu Software does not control payment provider security systems.
  • The Customer must comply with payment provider requirements and applicable payment security standards.

16.12 Data Breach Notification

  • If Trublu Software becomes aware of a data breach affecting Customer Data, it will assess and respond in accordance with applicable legal obligations.
  • Where required by law, Trublu Software may notify:
    • affected Customers;
    • relevant regulators;
    • affected individuals; or
    • other appropriate parties.
  • The Customer must cooperate reasonably with any investigation or response process.

16.13 Data Backup and Recovery

  • Trublu Software may maintain backup procedures designed to support service reliability.
  • The Customer acknowledges that:
    • backups are not a replacement for Customer record-keeping responsibilities;
    • recovery may depend on the nature of the incident;
    • not all historical information may be recoverable.
  • The Customer remains responsible for maintaining copies of critical business records where appropriate.

16.14 Data Retention

  • Trublu Software may retain Customer Data for as long as reasonably necessary to:
    • provide Services;
    • comply with legal obligations;
    • resolve disputes;
    • maintain business records; or
    • enforce contractual rights.
  • Following termination, Customer Data may be retained for a reasonable period before deletion.
  • The Customer may request deletion of Customer Data subject to legal retention requirements.

16.15 Return and Export of Customer Data

  • Upon request and subject to payment of outstanding Fees, Trublu Software may provide reasonable assistance to export Customer Data.
  • Export formats and availability depend on:
    • technical limitations;
    • data structure;
    • third-party systems; and
    • applicable service features.
  • Additional data extraction or migration services may be charged separately.

16.16 Confidentiality of Customer Information

  • Trublu Software must keep Customer Confidential Information confidential.
  • Confidential Information includes:
    • Customer Data;
    • business information;
    • operational information;
    • commercial information; and
    • non-public information.
  • Confidential Information does not include information that:
    • is publicly available;
    • was lawfully known before disclosure;
    • is independently developed; or
    • is required to be disclosed by law.

16.17 Security Improvements

  • Trublu Software may update security practices, systems and procedures from time to time.
  • Updates may be required due to:
    • technology changes;
    • security risks;
    • regulatory requirements;
    • industry standards; or
    • product improvements.
  • The Customer agrees to reasonably cooperate with security updates.

16.18 Survival

The obligations relating to:

  • privacy;
  • Customer Data protection;
  • confidentiality;
  • security;
  • Intellectual Property; and
  • lawful use of information

survive termination or expiry of this Agreement.

17.1 Australian Consumer Law

  • Nothing in this Agreement excludes, restricts or modifies any rights, warranties, guarantees or remedies available to the Customer under the Australian Consumer Law or any other applicable consumer protection legislation that cannot lawfully be excluded.
  • Where the Customer is a business customer, the parties acknowledge that the Services are supplied for business purposes unless otherwise required by applicable law.
  • Where consumer guarantees apply, Trublu Software's liability is limited to the maximum extent permitted by law.

17.2 Service Warranty

  • Trublu Software warrants that it will provide the Services:
    • with reasonable care and skill;
    • in accordance with the agreed Service description;
    • using commercially reasonable efforts to maintain availability and performance; and
    • in accordance with applicable laws.
  • The Customer acknowledges that:
    • the Services may require maintenance, updates or improvements;
    • temporary interruptions may occur;
    • availability may depend on third-party providers, telecommunications networks and internet services.
  • Trublu Software does not guarantee that the Services will be:
    • uninterrupted;
    • completely error-free;
    • free from all defects;
    • compatible with every third-party system; or
    • suitable for every Customer business requirement.

17.3 POS Software Licence Warranty

  • Trublu Software warrants that the POS Software will substantially perform the functions described in the applicable Service documentation.
  • The Customer acknowledges that software may contain minor defects or limitations that do not materially affect functionality.
  • Trublu Software may correct software defects through:
    • updates;
    • patches;
    • configuration changes; or
    • alternative solutions.
  • The Customer's sole remedy for verified software defects is correction of the defect where reasonably possible.

17.4 Ecommerce Platform Warranty

  • Trublu Software warrants that the Ecommerce Platform will substantially perform according to the agreed service description.
  • The Customer acknowledges that ecommerce operations may depend on:
    • internet availability;
    • payment providers;
    • domain providers;
    • third-party integrations;
    • hosting infrastructure; and
    • customer configurations.
  • Trublu Software is not responsible for failures caused by third-party systems outside its reasonable control.

17.5 POS Hardware Warranty

  • POS Hardware supplied by Trublu Software is provided with a twelve (12) month warranty from the date of supply unless otherwise stated in writing.
  • The Hardware warranty covers defects arising from:
    • manufacturing faults;
    • component defects; or
    • hardware failures occurring under normal business use.
  • During the warranty period, Trublu Software may, at its discretion:
    • repair the Hardware;
    • replace the Hardware;
    • provide a replacement component; or
    • provide another reasonable remedy.
  • Warranty claims must be reported promptly with reasonable details of the fault.

17.6 Hardware Warranty Exclusions

  • The Hardware warranty does not apply where damage or failure is caused by:
    • physical damage caused by the Customer or third parties;
    • accidental damage;
    • drops, impact or misuse;
    • liquid damage;
    • unauthorised repairs or modifications;
    • incorrect installation;
    • electrical damage;
    • unsuitable operating conditions;
    • theft or loss;
    • negligence; or
    • failure to follow operating instructions.
  • The Customer may be responsible for repair, replacement or service costs where warranty exclusions apply.

17.7 Hardware Warranty Process

  • The Customer must:
    • contact Trublu Software support regarding Hardware faults;
    • provide details of the issue;
    • allow reasonable troubleshooting;
    • return Hardware where required; and
    • follow reasonable instructions provided by Trublu Software.
  • The Customer is responsible for transportation costs unless otherwise agreed.
  • Replacement Hardware may be new, refurbished or equivalent functionality unless prohibited by law.

17.8 Third-Party Products and Services

  • The Services may integrate with third-party products, including:
    • payment providers;
    • finance providers;
    • accounting software;
    • marketplace platforms;
    • hosting providers;
    • hardware manufacturers; and
    • other technology providers.
  • Trublu Software does not warrant the performance, availability or security of third-party products.
  • The Customer must review and accept applicable third-party terms where required.

17.9 Customer Responsibilities

  • Trublu Software is not responsible for issues caused by:
    • Customer misuse;
    • incorrect configuration;
    • unauthorised changes;
    • unsupported equipment;
    • Customer network issues;
    • inaccurate Customer Data;
    • third-party systems; or
    • failure to follow instructions.

17.10 No Guarantee of Business Outcomes

  • The Customer acknowledges that the Services are business tools and do not guarantee specific commercial outcomes.
  • Trublu Software does not guarantee:
    • increased sales;
    • increased profits;
    • reduced operating costs;
    • customer growth;
    • improved business performance; or
    • compliance with all business obligations.
  • The Customer remains responsible for its own business decisions.

17.11 Limitation of Liability

  • To the maximum extent permitted by law, Trublu Software's liability arising out of or relating to this Agreement is limited to direct loss only.
  • Trublu Software is not liable for:
    • indirect loss;
    • consequential loss;
    • loss of profits;
    • loss of revenue;
    • loss of business opportunity;
    • loss of goodwill;
    • loss of anticipated savings;
    • loss of data; or
    • business interruption.
  • The limitations in this section do not apply where liability cannot legally be excluded.

17.12 Liability Cap

  • To the maximum extent permitted by law, Trublu Software's total liability arising from this Agreement will not exceed:
    • the total Fees paid by the Customer to Trublu Software during the twelve (12) months immediately preceding the event giving rise to the claim; or
    • the minimum amount permitted under applicable law,
    whichever is greater.
  • This limitation does not exclude liability that cannot legally be limited.

17.13 Exclusion of Certain Losses

  • The Customer acknowledges that Trublu Software is not responsible for losses arising from:
    • internet outages;
    • telecommunications failures;
    • payment provider failures;
    • finance provider decisions;
    • third-party service interruptions;
    • Customer misuse;
    • security incidents caused by Customer actions;
    • unauthorised access caused by Customer negligence; or
    • events outside Trublu Software's reasonable control.

17.14 Indemnity by Customer

  • The Customer indemnifies Trublu Software against losses, claims, damages, costs or expenses arising from:
    • Customer breach of this Agreement;
    • unlawful use of the Services;
    • infringement of third-party rights by Customer Data;
    • misuse of Hardware or Software;
    • Customer business activities; or
    • breach of applicable laws by the Customer.
  • This indemnity does not apply to the extent caused by Trublu Software's negligence, wilful misconduct or breach of this Agreement.

17.15 Survival

The provisions relating to:

  • disclaimers;
  • liability limitations;
  • indemnities;
  • warranties;
  • Intellectual Property; and
  • Customer obligations

survive termination or expiry of this Agreement.

18.1 Purpose of Acceptable Use Policy

  • This Acceptable Use Policy establishes the rules and requirements for Customer use of Trublu Software's POS Software, Ecommerce Platform, related services, Hardware interfaces and associated technology.
  • The purpose of this policy is to:
    • protect the security, reliability and availability of the Services;
    • protect Trublu Software, its Customers, partners and users;
    • prevent misuse, unlawful activity and security risks; and
    • ensure fair and responsible use of the Services.
  • By accessing or using the Services, the Customer agrees to comply with this Acceptable Use Policy.

18.2 Authorised Use of Services

  • The Customer may use the Services only for legitimate business purposes and in accordance with:
    • this Agreement;
    • applicable laws and regulations;
    • Trublu Software documentation and instructions; and
    • applicable third-party service terms.
  • The Customer may use the Services to:
    • operate its business;
    • process sales transactions;
    • manage inventory;
    • operate ecommerce activities;
    • manage customer relationships;
    • generate business reports; and
    • perform other approved business activities.

18.3 Account and Access Responsibilities

  • The Customer is responsible for all activity conducted through its accounts.
  • The Customer must:
    • maintain secure login credentials;
    • provide access only to authorised users;
    • ensure user permissions are appropriate;
    • prevent sharing of individual login credentials;
    • immediately remove access for unauthorised users; and
    • notify Trublu Software of suspected unauthorised access.
  • The Customer must ensure that employees, contractors and representatives comply with this Acceptable Use Policy.

18.4 Prohibited Activities

The Customer must not use the Services to:

  • conduct unlawful activities;
  • violate any applicable law, regulation or third-party rights;
  • upload, transmit or distribute malicious software, viruses or harmful code;
  • attempt unauthorised access to Trublu Software systems;
  • interfere with the operation, security or performance of the Services;
  • bypass security controls or authentication measures;
  • access data belonging to another customer;
  • monitor, scan or test systems without written permission;
  • reverse engineer, decompile or extract source code;
  • copy, reproduce or distribute Trublu Software technology;
  • create a competing product or service using the Services;
  • resell or sublicense access without written approval;
  • use automated tools to scrape, extract or collect system data without permission;
  • impersonate another person or organisation;
  • provide false information during account registration;
  • manipulate transaction records for fraudulent purposes; or
  • use the Services in a manner that damages Trublu Software's reputation or operations.

18.5 Customer Content Requirements

  • The Customer is responsible for all content, information and materials uploaded, displayed or transmitted through the Services.
  • Customer content must not:
    • infringe intellectual property rights;
    • breach privacy rights;
    • contain unlawful material;
    • contain misleading or fraudulent information;
    • contain malicious code; or
    • violate applicable Australian laws.
  • The Customer remains responsible for product information, pricing, promotions, website content and business communications displayed through the Services.

18.6 Ecommerce Platform Usage

  • When using the Trublu Software Ecommerce Platform, the Customer must ensure that:
    • products and services offered are lawful;
    • pricing information is accurate;
    • customer terms and policies are appropriately displayed;
    • marketing claims are truthful;
    • customer information is handled lawfully; and
    • transactions comply with applicable regulations.
  • Trublu Software does not review or approve Customer products, pricing or business practices.

18.7 POS Software Usage

  • The Customer must use the POS Software responsibly and accurately.
  • The Customer is responsible for:
    • transaction accuracy;
    • employee access permissions;
    • product setup;
    • pricing configuration;
    • tax settings;
    • inventory management; and
    • reporting accuracy.
  • Trublu Software is not responsible for losses resulting from incorrect Customer configuration or user actions.

18.8 Hardware Usage Requirements

  • Where POS Hardware is supplied by Trublu Software, the Customer must:
    • use Hardware only for intended purposes;
    • operate Hardware according to instructions;
    • maintain suitable operating conditions;
    • prevent unauthorised modifications;
    • protect Hardware from damage; and
    • use approved accessories where required.
  • The Customer must not:
    • alter Hardware firmware;
    • remove security protections;
    • modify Hardware components;
    • install unauthorised software; or
    • use Hardware for unlawful purposes.

18.9 Security Obligations

  • The Customer must take reasonable steps to protect:
    • user accounts;
    • passwords;
    • business systems;
    • Customer Data;
    • POS Hardware; and
    • connected devices.
  • The Customer must notify Trublu Software promptly if it becomes aware of:
    • security breaches;
    • unauthorised access;
    • compromised accounts;
    • data loss; or
    • suspected misuse of the Services.

18.10 Fair Usage

  • The Customer must use the Services in a reasonable manner that does not negatively impact other Customers or Trublu Software systems.
  • Trublu Software may take reasonable action where Customer usage:
    • creates excessive system load;
    • impacts service performance;
    • threatens security;
    • affects other users; or
    • breaches this Agreement.
  • Actions may include:
    • contacting the Customer;
    • recommending usage changes;
    • restricting certain activities; or
    • suspending access where necessary.

18.11 Third-Party Integrations

  • Customers may connect approved third-party services to the Trublu Software platform.
  • The Customer must ensure third-party integrations are:
    • authorised;
    • securely configured;
    • legally used; and
    • maintained appropriately.
  • Trublu Software is not responsible for:
    • third-party service availability;
    • third-party security practices;
    • third-party data handling; or
    • third-party service changes.

18.12 Monitoring and Enforcement

  • Trublu Software may monitor use of the Services for:
    • security purposes;
    • system performance;
    • preventing misuse;
    • investigating incidents; and
    • improving service reliability.
  • Trublu Software may investigate suspected violations of this Acceptable Use Policy.
  • Where a violation occurs, Trublu Software may:
    • issue warnings;
    • request corrective action;
    • restrict access;
    • suspend Services; or
    • terminate the Agreement where appropriate.

18.13 Customer Responsibility for Users

  • The Customer is responsible for ensuring all users understand and comply with this Acceptable Use Policy.
  • Any breach by an employee, contractor or representative of the Customer will be considered a breach by the Customer.

18.14 Updates to Acceptable Use Policy

  • Trublu Software may update this Acceptable Use Policy from time to time to reflect:
    • security improvements;
    • technology changes;
    • legal requirements;
    • industry standards; or
    • changes to the Services.
  • Continued use of the Services after updates take effect constitutes acceptance of the revised policy.

18.15 Survival

The obligations relating to:

  • lawful use;
  • security;
  • confidentiality;
  • Intellectual Property protection;
  • Customer responsibilities; and
  • misuse prevention

survive termination or expiry of this Agreement.

19.1 Compliance with Australian Consumer Law

  • Trublu Software acknowledges that the Australian Consumer Law (ACL), contained in Schedule 2 of the Competition and Consumer Act 2010 (Cth), may apply to the supply of goods and services under this Agreement.
  • Nothing in this Agreement excludes, restricts or modifies any rights, guarantees, warranties, conditions or remedies available to the Customer under the ACL or any other applicable law where those rights cannot legally be excluded.
  • This Agreement must be read subject to any mandatory rights and protections provided under Australian law.

19.2 Consumer Guarantees

  • Where the ACL applies, Trublu Software guarantees that:
    • services will be provided with acceptable care and skill;
    • services will be reasonably fit for any purpose specified by the Customer and accepted by Trublu Software;
    • services will be provided within a reasonable time where no timeframe has been agreed;
    • goods supplied by Trublu Software will be of acceptable quality;
    • goods supplied will match descriptions, representations or specifications provided by Trublu Software; and
    • goods supplied will be reasonably fit for their intended purpose where applicable.
  • These guarantees apply only to the extent required by the ACL.

19.3 Business Customers

  • Where the Customer acquires the Services wholly or predominantly for business purposes, certain consumer guarantees and remedies under the ACL may apply differently depending on the circumstances and applicable law.
  • The Customer acknowledges that:
    • Trublu Software provides Services primarily to B2B customers;
    • the Customer is responsible for assessing whether the Services are suitable for its business requirements;
    • the Customer has had the opportunity to review the Services, features and commercial terms before entering into this Agreement.
  • Nothing in this Agreement excludes any rights available to the Customer that cannot legally be excluded.

19.4 Remedies Under Australian Consumer Law

  • Where the ACL applies and a failure to comply with a consumer guarantee occurs, the Customer may be entitled to remedies including:
    • repair;
    • replacement;
    • refund;
    • cancellation of services; or
    • compensation for reasonably foreseeable loss or damage.
  • The type of remedy available depends on whether the failure is major or minor and the circumstances of the issue.
  • Trublu Software may provide remedies in accordance with its obligations under applicable law.

19.5 Goods and Hardware Warranty Rights

  • The Customer acknowledges that the Hardware warranty provided by Trublu Software operates in addition to any rights available under the ACL.
  • A Hardware warranty period does not limit or replace rights available under consumer guarantees where applicable.
  • The Hardware warranty does not apply to damage caused by:
    • misuse;
    • physical damage;
    • accidental damage;
    • liquid damage;
    • unauthorised repairs;
    • modifications;
    • negligence; or
    • failure to follow operating instructions.
  • Nothing in this section excludes rights available under the ACL.

19.6 Services and Software Performance

  • Trublu Software will use reasonable efforts to provide the POS Software Licence, Ecommerce Platform and related Services in accordance with this Agreement.
  • The Customer acknowledges that software and online services may experience:
    • temporary interruptions;
    • maintenance periods;
    • updates;
    • compatibility issues with third-party systems; or
    • events outside Trublu Software's reasonable control.
  • Such events do not automatically constitute a breach of consumer guarantees where Trublu Software has acted reasonably and in accordance with applicable law.

19.7 Limitation of Liability Under Law

  • Any limitation, exclusion or restriction of liability in this Agreement applies only to the maximum extent permitted by law.
  • Where liability cannot be excluded or limited under the ACL or other applicable legislation, Trublu Software's liability will be limited to the extent permitted by law.
  • Nothing in this Agreement prevents a Customer from exercising rights available under mandatory consumer protection laws.

19.8 Claims Under Australian Consumer Law

  • A Customer seeking to make a claim under the ACL should:
    • notify Trublu Software promptly;
    • provide reasonable details of the issue;
    • provide evidence of purchase or service arrangement where requested; and
    • provide reasonable access to Hardware, Software or information necessary to investigate the claim.
  • Trublu Software will assess claims and respond in accordance with applicable legal obligations.

19.9 Third-Party Products and Consumer Rights

  • The Services may include third-party products or services, including:
    • payment services;
    • finance arrangements;
    • Hardware supplied by manufacturers;
    • third-party integrations; and
    • external software services.
  • Third-party providers may have separate terms, warranties and consumer obligations.
  • Nothing in this Agreement removes any rights the Customer may have against third-party providers under applicable law.

19.10 Finance Arrangements

  • Where the Customer enters into a separate finance agreement with Trublu Software's preferred finance partner:
    • the finance agreement is separate from this Agreement;
    • the finance provider may have separate obligations under Australian law;
    • payment obligations to the finance provider remain governed by the finance agreement.
  • Consumer rights relating to financed products or services will apply as required by applicable law.

19.11 Fair Dealing

  • Trublu Software aims to deal fairly and transparently with Customers.
  • Trublu Software will provide:
    • clear information about pricing;
    • reasonable information about Services;
    • appropriate support channels; and
    • assistance in resolving genuine service issues.

19.12 Survival

The obligations and rights under this Section survive termination or expiry of this Agreement where required by law.

20.1 Customer Indemnity

  • The Customer indemnifies and holds harmless AAKUNA PTY LTD trading as Trublu Software, its directors, employees, contractors, affiliates, suppliers and partners from and against any loss, damage, liability, claim, cost, expense or proceeding arising out of or relating to:
    • the Customer's breach of this Agreement;
    • the Customer's breach of applicable laws or regulations;
    • the Customer's use or misuse of the Services;
    • the Customer's use of POS Hardware, POS Software or Ecommerce Platform;
    • any unauthorised access to the Customer's account caused by the Customer or its authorised users;
    • Customer Data, content, products or information supplied by the Customer;
    • infringement of third-party rights caused by Customer Data, content or materials provided by the Customer;
    • transactions conducted through the Customer's business operations;
    • claims made by the Customer's customers, employees or third parties arising from the Customer's business activities; or
    • negligent, unlawful or improper acts or omissions by the Customer or its authorised users.

20.2 Intellectual Property Indemnity

  • The Customer indemnifies Trublu Software against any claim that Customer-provided materials, content, data or instructions infringe the intellectual property rights of a third party.
  • Customer-provided materials may include:
    • logos;
    • images;
    • product descriptions;
    • website content;
    • marketing materials;
    • software integrations;
    • documents; and
    • other information supplied by the Customer.
  • The Customer is responsible for obtaining all necessary permissions, licences and consents before providing such materials to Trublu Software.

20.3 Data and Privacy Indemnity

  • The Customer indemnifies Trublu Software against claims, losses or expenses arising from:
    • unlawful collection of Customer Data by the Customer;
    • breach of privacy obligations by the Customer;
    • failure by the Customer to obtain required consents;
    • misuse of Customer Data by the Customer or its users; or
    • Customer instructions that cause Trublu Software to breach applicable obligations.
  • The Customer remains responsible for ensuring that its business practices comply with applicable privacy laws.

20.4 Business Operations Indemnity

  • The Customer acknowledges that Trublu Software provides technology solutions and does not operate or control the Customer's business.
  • The Customer indemnifies Trublu Software against claims arising from:
    • products or services sold by the Customer;
    • customer disputes;
    • pricing decisions;
    • taxation matters;
    • employment matters;
    • regulatory compliance of the Customer's business;
    • inventory management;
    • customer communications; or
    • business decisions made using information generated through the Services.

20.5 Third-Party Claims

  • If a third party makes a claim against Trublu Software arising from Customer actions, Trublu Software may:
    • notify the Customer;
    • request assistance from the Customer;
    • require the Customer to participate in the defence of the claim; or
    • seek recovery under this indemnity.
  • The Customer must reasonably cooperate with Trublu Software in responding to third-party claims.

20.6 Trublu Software Indemnity

  • Subject to this Agreement, Trublu Software indemnifies the Customer against direct losses arising from a successful third-party claim that the Customer's authorised use of Trublu Software's proprietary Software infringes that third party's intellectual property rights.
  • This indemnity does not apply where the claim arises from:
    • Customer modifications;
    • Customer Data;
    • third-party integrations;
    • combination with systems not provided by Trublu Software;
    • use outside the authorised purpose;
    • breach of this Agreement by the Customer; or
    • continued use after Trublu Software provides a replacement or modification to avoid infringement.

20.7 Indemnity Claim Process

  • A party seeking indemnity must:
    • provide prompt written notice of the claim;
    • provide reasonable details of the claim;
    • provide reasonable assistance in responding to the claim; and
    • take reasonable steps to minimise losses.
  • Failure to provide immediate notice does not remove indemnity rights unless the delay materially prejudices the other party.

20.8 Control of Claims

  • The indemnifying party may participate in the defence of a claim.
  • Neither party may settle a claim in a manner that:
    • admits liability on behalf of the other party;
    • creates obligations for the other party; or
    • damages the other party's reputation,
    without prior written consent.

20.9 Mitigation of Loss

  • Each party must take reasonable steps to minimise losses, costs and damages arising from an event giving rise to an indemnity claim.
  • A party cannot recover losses that could reasonably have been avoided.

20.10 Exclusions from Indemnity

A party is not entitled to indemnity to the extent that loss arises from:

  • its own negligence;
  • its own wilful misconduct;
  • its breach of this Agreement;
  • unlawful conduct; or
  • failure to comply with reasonable instructions.

20.11 Survival of Indemnities

  • Indemnity obligations survive termination or expiry of this Agreement.
  • The termination of the Agreement does not affect rights or obligations relating to events occurring before termination.
  • Indemnities continue to apply for as long as claims, liabilities or obligations remain capable of being brought or enforced.

21.1 Right to Suspend Services

  • Trublu Software may suspend, restrict or limit access to all or part of the Services where reasonably necessary to:
    • protect the security, integrity or availability of the Services;
    • prevent misuse, unlawful activity or security risks;
    • address a Customer breach of this Agreement;
    • comply with legal or regulatory requirements;
    • perform urgent maintenance or technical activities;
    • protect Trublu Software, its partners, suppliers or other customers; or
    • recover outstanding amounts owed by the Customer.
  • Suspension may apply to:
    • POS Software access;
    • Ecommerce Platform access;
    • user accounts;
    • cloud services;
    • Support Services;
    • integrations;
    • Hardware-as-a-Service equipment; or
    • other related Services.

21.2 Suspension for Non-Payment

  • Trublu Software may suspend Services where:
    • Fees remain unpaid after the due date;
    • payment arrangements have failed;
    • the Customer has outstanding invoices;
    • the Customer has failed to maintain a valid payment method; or
    • the Customer has failed to comply with agreed payment terms.
  • Before suspending Services for non-payment, Trublu Software may provide notice requesting payment where reasonably practicable.
  • Suspension does not:
    • waive the Customer's payment obligations;
    • cancel outstanding invoices;
    • affect Hardware finance obligations; or
    • create any entitlement to refunds or credits unless required by law.

21.3 Suspension for Finance or Hardware Payment Issues

  • Where POS Hardware, POS Software Licence Fees or Ecommerce Platform Fees are financed through a preferred finance partner, suspension rights may apply separately depending on the relevant agreement.
  • The Customer acknowledges that:
    • failure to meet finance obligations may result in action by the finance provider;
    • Trublu Software may suspend related Services where permitted under this Agreement;
    • finance arrangements are separate agreements between the Customer and the finance provider.
  • The Customer remains responsible for complying with both:
    • this Agreement with Trublu Software; and
    • any separate finance agreement.

21.4 Security-Related Suspension

  • Trublu Software may immediately suspend Services where it reasonably believes that:
    • Customer accounts have been compromised;
    • unauthorised access has occurred;
    • Customer activity threatens system security;
    • malicious software has been introduced;
    • Customer actions may harm other customers or systems; or
    • continued access creates a security risk.
  • Trublu Software may take reasonable steps to investigate and protect affected systems.
  • Trublu Software will restore access when the security concern has been resolved where reasonably possible.

21.5 Suspension for Breach of Agreement

  • Trublu Software may suspend Services where the Customer:
    • breaches this Agreement;
    • breaches the Acceptable Use Policy;
    • misuses the Services;
    • infringes Intellectual Property Rights;
    • provides false or misleading information;
    • uses the Services unlawfully; or
    • fails to cooperate with reasonable security or compliance requirements.
  • Where the breach is capable of remedy, Trublu Software may provide an opportunity for the Customer to correct the breach before termination.

21.6 Emergency Suspension

  • Trublu Software may suspend Services immediately without prior notice where necessary to:
    • prevent significant security incidents;
    • protect Customer Data;
    • prevent damage to systems;
    • comply with legal obligations; or
    • protect other customers and users.
  • Trublu Software will provide reasonable notice after suspension where permitted and practicable.

21.7 Effect of Suspension

During suspension:

  • the Customer may lose access to some or all Services;
  • transactions, ecommerce functionality or software access may be unavailable;
  • Support Services may be limited;
  • Subscription Fees and other charges may continue unless otherwise agreed;
  • the Customer remains responsible for protecting its business information and operations.

21.8 Customer Responsibilities During Suspension

  • During suspension, the Customer must:
    • cooperate with Trublu Software to resolve the cause of suspension;
    • provide requested information;
    • address outstanding payments where applicable;
    • correct any breach or security issue;
    • comply with reasonable restoration requirements.
  • The Customer must not attempt to bypass suspension controls or access restricted Services without authorisation.

21.9 Restoration of Services

  • Trublu Software may restore Services when:
    • outstanding payments have been received;
    • security concerns have been resolved;
    • breaches have been corrected;
    • required verification has been completed; or
    • restoration conditions have otherwise been satisfied.
  • Trublu Software may require payment of reasonable restoration fees where permitted.
  • Restoration does not waive any rights or remedies available to Trublu Software.

21.10 Data Access During Suspension

  • Where Services are suspended, Trublu Software may restrict Customer access to protect:
    • system security;
    • Customer Data;
    • platform integrity; or
    • legal requirements.
  • Trublu Software will use reasonable efforts to provide access to Customer Data where appropriate and legally permitted.
  • Data export or migration assistance may be subject to additional charges.

21.11 No Liability for Suspension

  • To the maximum extent permitted by law, Trublu Software is not responsible for losses resulting from suspension where suspension is carried out:
    • in accordance with this Agreement;
    • to protect security;
    • due to Customer breach;
    • due to non-payment; or
    • as required by law.
  • Nothing in this section excludes rights that cannot legally be excluded.

21.12 Suspension Does Not Terminate Agreement

  • Suspension of Services does not automatically terminate this Agreement.
  • Unless otherwise notified, all contractual obligations continue during suspension, including:
    • payment obligations;
    • confidentiality obligations;
    • Intellectual Property obligations;
    • Customer responsibilities; and
    • compliance requirements.

21.13 Survival

The rights and obligations relating to suspension of Services survive termination or expiry of this Agreement where relevant.

22.1 Termination of Agreement

  • This Agreement continues for the Subscription Term, Licence Term or other agreed period specified in the applicable Order Form unless terminated earlier in accordance with this Agreement.
  • Either party may terminate this Agreement in accordance with the termination rights set out in this section.
  • Termination of this Agreement may result in termination or suspension of access to:
    • POS Software;
    • Ecommerce Platform;
    • Subscription Services;
    • Support Services;
    • integrations; and
    • other Services provided by Trublu Software.

22.2 Termination by Customer

  • The Customer may terminate this Agreement by providing written notice to Trublu Software where:
    • Trublu Software materially breaches this Agreement and fails to remedy the breach within a reasonable period after receiving written notice;
    • Trublu Software becomes insolvent or unable to perform its obligations;
    • termination is required by applicable law; or
    • another termination right is expressly provided under this Agreement.
  • The Customer remains responsible for all Fees, charges and obligations incurred up to the effective termination date.

22.3 Termination by Trublu Software

  • Trublu Software may terminate this Agreement immediately or by written notice where:
    • the Customer materially breaches this Agreement;
    • the Customer fails to pay Fees when due;
    • the Customer breaches the Acceptable Use Policy;
    • the Customer uses the Services unlawfully;
    • the Customer threatens the security or integrity of the Services;
    • the Customer infringes Trublu Software Intellectual Property Rights;
    • the Customer provides false or misleading information;
    • the Customer becomes insolvent, enters administration, liquidation or a similar process; or
    • continued provision of Services is prohibited by law.

22.4 Termination for Non-Payment

  • Where the Customer fails to pay Fees or other amounts due:
    • Trublu Software may issue a payment reminder or notice;
    • Services may be suspended under Section 21;
    • continued non-payment may result in termination of this Agreement.
  • Termination does not remove the Customer's obligation to pay:
    • outstanding invoices;
    • accrued Subscription Fees;
    • Hardware payments;
    • finance obligations;
    • additional development charges; or
    • other amounts owing.

22.5 Subscription Termination

  • Where the Customer subscribes to Trublu Software on a monthly or annual Subscription Plan:
    • termination must be requested in accordance with the agreed subscription terms;
    • Fees remain payable until the effective termination date;
    • prepaid annual fees are generally non-refundable unless required by law or otherwise agreed.
  • Cancellation of a Subscription does not transfer ownership of the Trublu Software platform, POS Software or Ecommerce Platform.

22.6 Hardware and Finance Agreement Termination

  • Where POS Hardware has been purchased outright, termination of Services does not affect ownership of Hardware already legally transferred to the Customer.
  • Where POS Hardware is provided under a lease-to-own or finance arrangement:
    • the Customer's obligations are governed by the separate finance agreement;
    • termination of this Agreement does not automatically terminate finance obligations;
    • the Customer must continue making payments to the finance provider where required;
    • ownership transfer of Hardware occurs only according to the applicable finance agreement terms.
  • Where Trublu Software uses a preferred finance partner, the Customer acknowledges that the finance agreement is separate from the software subscription agreement.

22.7 Termination Following Suspension

  • Where Services have been suspended under Section 21, Trublu Software may terminate this Agreement if:
    • the reason for suspension is not resolved within a reasonable period;
    • outstanding payments remain unpaid;
    • the Customer continues prohibited activity;
    • security risks cannot reasonably be resolved; or
    • continuation of Services is commercially or legally impractical.

22.8 Effect of Termination

Upon termination:

  • Customer access to Services may cease;
  • the Customer must stop using Trublu Software Services unless otherwise agreed;
  • outstanding Fees become immediately payable where applicable;
  • licences granted under this Agreement expire;
  • Support Services may cease;
  • access to integrations may be discontinued;
  • Customer Data handling will be managed in accordance with this Agreement; and
  • each party must return or destroy Confidential Information where required.

22.9 Customer Data After Termination

  • Following termination, the Customer may request export of Customer Data subject to:
    • payment of outstanding amounts;
    • technical availability;
    • reasonable verification requirements; and
    • applicable legal obligations.
  • Additional data extraction, migration or transition services may be charged separately.
  • Trublu Software may retain Customer Data for a reasonable period for:
    • legal compliance;
    • dispute resolution;
    • record keeping;
    • security purposes; and
    • enforcement of rights.
  • After the applicable retention period, Customer Data may be securely deleted.

22.10 Transition Assistance

  • Where requested, Trublu Software may provide reasonable transition assistance after termination.
  • Transition assistance may include:
    • data export;
    • technical guidance;
    • account closure assistance; or
    • migration support.
  • Additional transition services may be subject to separate fees.

22.11 Termination Does Not Affect Accrued Rights

  • Termination does not affect rights, remedies or obligations that arose before termination.
  • Any amounts owed before termination remain payable.
  • Termination does not prevent either party from pursuing claims relating to events occurring before termination.

22.12 Survival of Terms

The following sections survive termination or expiry:

  • Fees and Payment Obligations;
  • Intellectual Property Rights;
  • Customer Responsibilities;
  • Acceptable Use Policy;
  • Data Protection, Privacy & Security;
  • Australian Consumer Law;
  • Indemnities;
  • Limitation of Liability;
  • Confidentiality;
  • Dispute Resolution; and
  • any provisions intended by their nature to continue.

22.13 Termination Assistance for Customers Using Finance Partners

  • Where the Customer has entered into an agreement with Trublu Software's preferred finance partner:
    • termination of the Trublu Software subscription does not automatically cancel the finance agreement;
    • the Customer must continue dealing directly with the finance partner regarding remaining finance obligations;
    • Trublu Software is not responsible for cancelling, restructuring or modifying finance arrangements unless separately agreed.
  • The Customer acknowledges that finance agreements and software service agreements are separate contractual arrangements.

22.14 Final Account Settlement

  • Upon termination, Trublu Software will calculate any outstanding amounts owed by either party.
  • The Customer must pay all outstanding amounts within the timeframe specified by Trublu Software or applicable payment terms.
  • Termination will not be considered complete until outstanding obligations have been addressed, except where termination is required by law.

23.1 Consequences of Termination

  • Upon termination or expiry of this Agreement, regardless of the reason for termination:
    • the Customer's right to access and use the Services may cease;
    • Trublu Software may deactivate Customer accounts and access credentials;
    • all outstanding Fees, charges and payment obligations become immediately due and payable unless otherwise agreed;
    • any licences granted to the Customer under this Agreement will end;
    • Support Services may cease unless separately agreed;
    • access to integrations, connected services and third-party features may be discontinued; and
    • each party must comply with its continuing obligations under this Agreement.

23.2 Customer Access After Termination

  • Following termination, the Customer must immediately stop using:
    • the POS Software;
    • the Ecommerce Platform;
    • Trublu Software proprietary systems;
    • Trublu Software documentation and materials; and
    • any other Services provided under this Agreement.
  • The Customer must not attempt to access, copy, modify or use the Services after termination unless authorised in writing by Trublu Software.
  • Unauthorised continued use may constitute:
    • breach of this Agreement;
    • infringement of Intellectual Property Rights; and
    • grounds for legal action.

23.3 Outstanding Fees and Payment Obligations

  • Termination does not remove the Customer's obligation to pay amounts incurred before or in connection with termination.
  • Amounts payable may include:
    • unpaid Subscription Fees;
    • POS Software Licence Fees;
    • Ecommerce Platform Fees;
    • Hardware payments;
    • finance-related obligations;
    • additional development charges;
    • implementation fees;
    • outstanding invoices; and
    • other agreed charges.
  • The Customer remains responsible for payment obligations regardless of whether Services are suspended or terminated.

23.4 Hardware Ownership After Termination

  • The effect of termination on POS Hardware depends on the method of supply.
  • Where Hardware has been purchased outright:
    • ownership remains with the Customer once payment has been completed;
    • termination of Software Services does not transfer ownership of Trublu Software technology; and
    • the Customer may continue to use the Hardware for compatible purposes where legally permitted.
  • Where Hardware is provided under a lease-to-own or finance arrangement:
    • ownership transfer is governed by the applicable finance agreement;
    • termination of Software Services does not cancel finance obligations;
    • the Customer must continue payments directly to the finance provider where required; and
    • ownership transfers only after satisfaction of the finance terms.

23.5 Software Licence Termination

  • Upon termination:
    • the Customer's licence to use the POS Software ends;
    • the Customer's right to access the Ecommerce Platform ends;
    • the Customer must remove or discontinue use of Trublu Software proprietary software where applicable; and
    • no ownership rights in the Software are transferred to the Customer.
  • Any Hardware purchased by the Customer does not include ownership of embedded Trublu Software, firmware or proprietary technology.

23.6 Customer Data After Termination

  • Following termination, Trublu Software will handle Customer Data in accordance with Section 16 (Data Protection, Privacy & Security).
  • The Customer may request export of Customer Data subject to:
    • payment of outstanding amounts;
    • technical availability;
    • reasonable verification procedures; and
    • applicable legal requirements.
  • Trublu Software may charge additional fees for:
    • data extraction;
    • migration assistance;
    • system transition services; or
    • professional services.
  • Customer Data may be retained for a reasonable period for:
    • legal compliance;
    • record keeping;
    • dispute resolution;
    • security purposes; and
    • enforcement of contractual rights.

23.7 Return of Trublu Software Property

  • Upon termination, the Customer must return, delete or cease use of Trublu Software property, including:
    • confidential information;
    • documentation;
    • software access credentials;
    • proprietary materials;
    • licensed content; and
    • other Trublu Software resources.
  • The Customer is not required to return Customer-owned Hardware unless required under a separate finance, lease or rental arrangement.

23.8 Third-Party Services After Termination

  • Termination may affect access to third-party integrations and services connected to the Trublu Software platform.
  • The Customer acknowledges that:
    • third-party providers may have separate termination procedures;
    • third-party subscriptions may continue unless separately cancelled;
    • payment provider accounts remain subject to provider terms; and
    • Trublu Software is not responsible for ongoing third-party charges.

23.9 Transition Assistance

  • Trublu Software may provide reasonable assistance to support transition following termination.
  • Transition assistance may include:
    • exporting Customer Data;
    • providing technical information;
    • assisting with account closure;
    • supporting migration activities.
  • Transition services outside standard obligations may be charged separately.

23.10 No Refunds Unless Required by Law

  • Unless otherwise required by applicable law or agreed in writing:
    • Subscription Fees already paid are non-refundable;
    • prepaid service periods are not refundable;
    • implementation, setup or development fees are non-refundable once work has commenced.
  • This clause does not exclude any rights available to the Customer under Australian Consumer Law.

23.11 Continuing Obligations

  • Termination does not affect obligations that are intended to continue after termination.
  • The following obligations continue:
    • confidentiality;
    • Intellectual Property protection;
    • payment obligations;
    • indemnities;
    • limitation of liability;
    • privacy and data protection;
    • acceptable use restrictions; and
    • dispute resolution obligations.

23.12 No Waiver of Rights

  • Termination does not prevent either party from exercising rights or remedies available under this Agreement or applicable law.
  • Any rights accrued before termination remain enforceable.

23.13 Survival

This Section survives termination or expiry of this Agreement.

24.1 Application of PPSA

  • This section applies to the extent that the Personal Property Securities Act 2009 (Cth) (PPSA) applies to any transaction, supply, arrangement or obligation under this Agreement.
  • The Customer acknowledges that this Agreement may create or give rise to security interests in favour of Trublu Software in connection with:
    • POS Hardware supplied to the Customer;
    • goods supplied by Trublu Software where payment remains outstanding;
    • any lease-to-own Hardware arrangement;
    • any other personal property supplied or made available by Trublu Software; and
    • any rights or obligations that create a security interest under the PPSA.

24.2 Security Interest

  • The Customer grants Trublu Software a security interest in all relevant personal property supplied by Trublu Software to secure:
    • payment of Fees;
    • payment for Hardware;
    • payment of Subscription Fees;
    • payment of Licence Fees;
    • payment of additional services or development charges;
    • performance of Customer obligations under this Agreement; and
    • any other amounts owing by the Customer to Trublu Software.
  • The Customer acknowledges that the security interest may include:
    • present and after-acquired property;
    • proceeds arising from supplied goods;
    • related rights; and
    • any other property permitted under the PPSA.

24.3 Retention of Title

  • To the maximum extent permitted by law, ownership of Hardware supplied by Trublu Software remains with Trublu Software until:
    • all amounts owing by the Customer have been paid in full; and
    • all Customer obligations relating to the supply have been satisfied.
  • Until ownership transfers:
    • the Customer holds the Hardware as bailee for Trublu Software;
    • the Customer must protect and maintain the Hardware;
    • the Customer must not sell, transfer, lease or dispose of the Hardware without written consent; and
    • the Customer must identify the Hardware as property subject to Trublu Software's interest where reasonably practicable.

24.4 Lease-to-Own and Finance Arrangements

  • Where POS Hardware is supplied under a lease-to-own arrangement or through Trublu Software's preferred finance partner:
    • ownership transfer occurs only in accordance with the applicable finance or lease agreement;
    • the Customer remains responsible for all payments required under the finance arrangement;
    • the finance agreement may create separate security interests in favour of the finance provider; and
    • termination of Software Services does not automatically terminate finance obligations.
  • The Customer acknowledges that:
    • Trublu Software may assign, transfer or arrange financing of Hardware supply obligations through a finance partner;
    • the finance partner may have separate rights under its agreement with the Customer; and
    • payment obligations to the finance partner must be managed directly with that finance provider.

24.5 Registration of Security Interest

  • The Customer authorises Trublu Software to register any security interest on the Personal Property Securities Register (PPSR) where considered necessary.
  • The Customer agrees to provide any information and assistance reasonably required by Trublu Software to:
    • register a security interest;
    • maintain a registration;
    • amend a registration; or
    • enforce rights under the PPSA.
  • The Customer acknowledges that Trublu Software may register one or more financing statements in relation to its security interests.

24.6 Customer Obligations

The Customer must:

  • promptly provide information requested by Trublu Software for PPSA purposes;
  • notify Trublu Software of any change in Customer details that may affect PPSA registrations;
  • not create or allow any competing security interest over supplied Hardware without consent;
  • not remove, alter or obscure identifying marks on Hardware;
  • maintain possession and control of Hardware as required; and
  • comply with reasonable requirements relating to protection of Trublu Software's security interest.

24.7 Proceeds of Sale

  • If the Customer is permitted to sell or deal with Hardware supplied by Trublu Software, the Customer must:
    • hold proceeds of sale separately where required by law;
    • account to Trublu Software for amounts owing; and
    • apply proceeds towards payment of outstanding obligations.
  • The Customer must not dispose of Hardware in a manner that defeats Trublu Software's security interest.

24.8 Enforcement Rights

  • If the Customer defaults under this Agreement, Trublu Software may exercise rights available under:
    • this Agreement;
    • the PPSA; and
    • applicable law.
  • Events of default may include:
    • failure to pay amounts when due;
    • insolvency;
    • unauthorised disposal of Hardware;
    • breach of this Agreement;
    • attempts to defeat Trublu Software's security interest; or
    • failure to comply with PPSA obligations.
  • Subject to applicable law, Trublu Software may take reasonable steps to protect or recover its property.

24.9 Recovery of Hardware

  • Where Trublu Software is entitled to recover Hardware, the Customer must provide reasonable access and assistance.
  • The Customer authorises Trublu Software and its representatives to enter premises where Hardware is located, to the extent permitted by law, for the purpose of recovering secured property.
  • Recovery rights are subject to applicable legal requirements.

24.10 Waiver of PPSA Notices

  • To the maximum extent permitted by law, the Customer agrees that sections of the PPSA relating to notices, enforcement and procedures may be excluded where legally permitted.
  • The Customer waives any rights available under the PPSA to the extent that such waiver is permitted by law.
  • Nothing in this section excludes rights that cannot legally be excluded.

24.11 No Waiver of Rights

  • Failure by Trublu Software to immediately enforce a PPSA right does not constitute a waiver of that right.
  • Trublu Software may enforce its rights at any later time.

24.12 Priority of Security Interest

  • The Customer must not do anything that may adversely affect the priority or enforceability of Trublu Software's security interest.
  • The Customer must promptly notify Trublu Software of any circumstances that may affect its rights under the PPSA.

24.13 Survival

The rights and obligations under this Section survive:

  • termination or expiry of this Agreement;
  • suspension of Services;
  • transfer of Hardware arrangements; and
  • any change to the Customer's Subscription or Licence arrangements.

25.1 Purpose

  • The parties intend to resolve disputes arising under or relating to this Agreement in a fair, efficient and commercially reasonable manner.
  • Before commencing formal legal proceedings, the parties agree to follow the dispute resolution process set out in this section, except where urgent legal relief is required.

25.2 Dispute Notice

  • A party claiming that a dispute has arisen must provide written notice to the other party.
  • The dispute notice must include:
    • details of the dispute;
    • the relevant facts and circumstances;
    • the provisions of this Agreement relied upon;
    • the outcome sought; and
    • any supporting information reasonably available.
  • The parties must provide sufficient information to allow the dispute to be properly understood and assessed.

25.3 Good Faith Negotiation

  • Following receipt of a dispute notice, the parties must attempt to resolve the dispute through good faith discussions.
  • The parties must:
    • communicate openly and reasonably;
    • identify the issues in dispute;
    • consider practical solutions;
    • attempt to resolve the matter commercially; and
    • avoid unnecessary escalation where possible.
  • Each party must ensure that appropriate representatives with authority to resolve the dispute participate in discussions.

25.4 Escalation Process

  • If the dispute cannot be resolved through initial discussions, either party may request escalation to senior representatives of each party.
  • Senior representatives must meet or communicate within a reasonable period to attempt resolution.
  • The parties may agree on:
    • additional information exchange;
    • technical review;
    • service assessment;
    • commercial discussions; or
    • other reasonable steps to resolve the dispute.

25.5 Mediation

  • If the dispute remains unresolved after reasonable attempts at negotiation, either party may request that the dispute be referred to mediation.
  • The parties may agree on:
    • the mediator;
    • mediation rules;
    • location or method of mediation;
    • allocation of mediation costs; and
    • timetable for the mediation process.
  • Unless otherwise agreed:
    • mediation costs will be shared equally;
    • each party will bear its own legal and professional costs; and
    • mediation discussions will be confidential.

25.6 Legal Proceedings

  • A party may commence legal proceedings where:
    • dispute resolution steps have been attempted and have not resolved the dispute;
    • urgent legal relief is required;
    • recovery of outstanding payments is required;
    • enforcement of Intellectual Property Rights is required; or
    • another exception applies under this Agreement or applicable law.
  • Nothing in this section prevents either party from seeking remedies available under Australian law.

25.7 Urgent Relief

  • A party may seek urgent or interim relief without following the dispute resolution process where reasonably necessary.
  • Urgent relief may include:
    • protection of Confidential Information;
    • protection of Intellectual Property Rights;
    • prevention of unauthorised access;
    • protection of Customer Data;
    • recovery or protection of property; or
    • prevention of unlawful conduct.

25.8 Service and Payment Disputes

  • Where a dispute relates to Services, the Customer must continue to pay undisputed amounts while the dispute is being resolved.
  • The Customer must not withhold payment of undisputed Fees due to a separate dispute.
  • Trublu Software may continue providing Services subject to this Agreement unless suspension or termination rights apply.

25.9 Technical Disputes

  • Where a dispute relates to technical performance of the Services, the parties may agree to conduct a technical review.
  • A technical review may consider:
    • system performance;
    • configuration;
    • Customer environment;
    • third-party dependencies;
    • Software functionality; and
    • applicable documentation.
  • Technical findings do not prevent either party from exercising legal rights.

25.10 Confidentiality During Dispute Resolution

  • Each party must keep confidential:
    • dispute discussions;
    • mediation communications;
    • documents exchanged;
    • settlement proposals; and
    • information disclosed during resolution processes.
  • Confidential information may only be disclosed:
    • with consent of the other party;
    • where required by law; or
    • to professional advisers who are bound by confidentiality obligations.

25.11 Costs

  • Each party is responsible for its own costs associated with dispute resolution unless:
    • otherwise agreed;
    • determined by a mediator or court where applicable; or
    • required by law.
  • The parties will act reasonably to minimise dispute resolution costs.

25.12 Governing Law and Jurisdiction

  • This Agreement is governed by the laws of Queensland, Australia.
  • The parties submit to the courts exercising jurisdiction in Queensland and any courts entitled to hear appeals from those courts.
  • The parties acknowledge that Australian laws apply to the interpretation and enforcement of this Agreement.

25.13 Small Business and Regulatory Rights

  • Nothing in this section limits any rights available to a Customer under:
    • the Australian Consumer Law;
    • applicable small business protections;
    • regulatory complaint processes; or
    • other mandatory legal rights.
  • A party may seek assistance from relevant government authorities where appropriate.

25.14 Survival

The obligations relating to:

  • dispute resolution;
  • confidentiality;
  • payment obligations;
  • Intellectual Property Rights;
  • indemnities; and
  • limitation of liability

survive termination or expiry of this Agreement.

26.1 Applicable Law

  • This Agreement, and any dispute, claim or matter arising out of or relating to this Agreement, is governed by the laws of Queensland, Australia.
  • The parties agree that the laws of Queensland apply regardless of where the Customer operates, accesses the Services, or receives the Products and Services.
  • The parties acknowledge that mandatory provisions of Australian law, including the Australian Consumer Law where applicable, continue to apply.

26.2 Jurisdiction

  • Each party submits to the exclusive jurisdiction of the courts exercising jurisdiction in Queensland, Australia.
  • The parties agree that proceedings relating to this Agreement may be brought in:
    • the courts of Queensland; or
    • courts entitled to hear appeals from those courts.
  • Each party waives any objection to the exercise of jurisdiction by those courts on the basis of location, convenience or otherwise, to the extent permitted by law.

26.3 Interpretation of Agreement

  • This Agreement is interpreted in accordance with the laws of Queensland, Australia.
  • Headings are included for convenience only and do not affect interpretation.
  • A reference to legislation includes:
    • amendments;
    • replacements;
    • consolidations; and
    • subordinate legislation made under that legislation.
  • A reference to a party includes its successors and permitted assigns.

26.4 Compliance with Australian Laws

  • Each party must comply with all applicable Australian laws relevant to its obligations under this Agreement.
  • The Customer is responsible for ensuring that its use of the Services complies with laws applicable to its business operations, including:
    • privacy obligations;
    • taxation requirements;
    • consumer protection requirements;
    • industry-specific regulations;
    • employment obligations; and
    • payment-related requirements.
  • Trublu Software is responsible for complying with laws applicable to its provision of the Services.

26.5 International Customers

  • Where the Customer accesses the Services from outside Australia, the Customer remains responsible for complying with any local laws applicable to its business operations.
  • The Customer acknowledges that:
    • Trublu Software operates under Australian laws;
    • Australian legal requirements apply to the relationship between the parties; and
    • the Customer must ensure the Services are suitable for use in its location.

26.6 Exclusion of Foreign Laws

  • To the extent permitted by law, the parties agree that any principles requiring the application of foreign laws are excluded.
  • This does not exclude any mandatory legal rights that cannot lawfully be excluded.

26.7 Regulatory Requirements

  • If a change in applicable law affects the Services, Trublu Software may make reasonable changes to:
    • the Agreement;
    • Service functionality;
    • operating procedures;
    • security requirements; or
    • Customer obligations.
  • Trublu Software will use reasonable efforts to notify Customers of material changes where practicable.

26.8 Survival

This Section continues to apply after termination or expiry of this Agreement to the extent necessary to determine:

  • rights and obligations of the parties;
  • interpretation of contractual terms;
  • resolution of disputes; and
  • enforcement of legal rights.

27.1 Entire Agreement

  • This Agreement, together with any:
    • Order Forms;
    • Subscription Plans;
    • Licence agreements;
    • Hardware supply agreements;
    • finance arrangements;
    • quotations;
    • service descriptions; and
    • other documents expressly incorporated into this Agreement,
    constitutes the entire agreement between the parties regarding the Services.
  • This Agreement replaces any previous discussions, representations, understandings or agreements relating to the subject matter of this Agreement.
  • Each party acknowledges that it has not relied on any representation or statement except those expressly included in this Agreement.

27.2 Order of Priority

  • If there is any inconsistency between documents forming part of this Agreement, the following order of priority applies unless otherwise agreed:
    • specific written terms agreed in an Order Form;
    • this Agreement;
    • Service descriptions;
    • product documentation; and
    • other supporting materials.
  • A specific written agreement signed by both parties prevails over general terms to the extent of any inconsistency.

27.3 Amendments

  • Trublu Software may update or amend this Agreement where reasonably required due to:
    • changes in law;
    • changes to technology;
    • changes to business operations;
    • security requirements;
    • improvements to Services; or
    • changes required by third-party providers.
  • Where changes materially affect Customer rights or obligations, Trublu Software will provide reasonable notice where practicable.
  • Continued use of the Services after an amendment takes effect constitutes acceptance of the updated terms.
  • Amendments to commercial terms, pricing or specific Customer arrangements must be agreed in accordance with the applicable Order Form or agreement.

27.4 Assignment

  • The Customer must not assign, transfer, novate or otherwise deal with its rights or obligations under this Agreement without prior written consent from Trublu Software.
  • Trublu Software may assign, transfer or novate this Agreement:
    • as part of a restructure;
    • as part of a merger, acquisition or sale of business;
    • to an affiliated entity;
    • to a successor business; or
    • where reasonably required for business operations.
  • Any permitted assignment does not release a party from obligations accrued before the assignment date unless otherwise agreed.

27.5 Subcontracting and Partners

  • Trublu Software may use third-party suppliers, contractors, partners and service providers to deliver the Services.
  • Such parties may include:
    • cloud hosting providers;
    • payment providers;
    • POS Hardware suppliers;
    • finance partners;
    • software integration providers;
    • support providers; and
    • technology partners.
  • Trublu Software remains responsible for managing its subcontractors in relation to delivery of the Services.
  • The Customer acknowledges that third-party providers may have separate terms and conditions.

27.6 Preferred Partners

  • Trublu Software may use preferred partners for:
    • POS Hardware supply;
    • Ecommerce Platform technology;
    • POS Software licensing arrangements;
    • payment processing services;
    • finance arrangements; and
    • other related services.
  • Where a preferred partner is used:
    • separate agreements may apply;
    • payment obligations may be payable directly to the partner;
    • partner terms may apply; and
    • Trublu Software may not control all aspects of the partner's services.
  • The Customer acknowledges that preferred partner arrangements do not transfer ownership of Trublu Software Intellectual Property.

27.7 Relationship of the Parties

  • The relationship between the parties is that of independent contracting parties.
  • Nothing in this Agreement creates:
    • a partnership;
    • joint venture;
    • employment relationship;
    • agency relationship; or
    • franchise relationship.
  • Neither party has authority to bind the other party unless expressly authorised in writing.

27.8 Force Majeure

  • A party is not liable for failure or delay in performing its obligations where caused by circumstances beyond its reasonable control.
  • Events may include:
    • natural disasters;
    • fire;
    • flood;
    • war;
    • terrorism;
    • government actions;
    • telecommunications failures;
    • internet failures;
    • power outages;
    • cyber security incidents outside reasonable control;
    • third-party service failures; or
    • other events beyond reasonable control.
  • The affected party must:
    • notify the other party where reasonably possible;
    • take reasonable steps to minimise impact; and
    • resume performance when reasonably able.
  • Force majeure does not excuse payment obligations already due.

27.9 Notices

  • Notices under this Agreement must be provided in writing.
  • Notices may be delivered by:
    • email;
    • registered post;
    • courier; or
    • another agreed communication method.
  • A notice is taken to have been received:
    • if sent by email, when no delivery failure notice is received;
    • if sent by post, according to applicable postal delivery timeframes; or
    • when otherwise actually received.

27.10 Severability

  • If any provision of this Agreement is found to be invalid, unlawful or unenforceable:
    • that provision will be modified to the minimum extent necessary;
    • if modification is not possible, it will be severed; and
    • the remaining provisions continue in full force.
  • The parties intend that the Agreement remains effective despite any invalid provision.

27.11 Waiver

  • A failure or delay by a party to exercise a right under this Agreement does not constitute a waiver.
  • A waiver is only effective if:
    • provided in writing; and
    • applies only to the specific circumstance for which it is given.
  • A waiver does not prevent future enforcement of rights.

27.12 Further Assurance

  • Each party must do anything reasonably necessary to give effect to this Agreement.
  • This may include signing documents, providing information or taking reasonable actions required to implement agreed arrangements.

27.13 Electronic Agreements

  • The parties agree that electronic acceptance, digital signatures, online acceptance or electronic confirmation may constitute valid acceptance of this Agreement.
  • Electronic records may be relied upon as evidence of agreement and acceptance.

27.14 Counterparts

  • This Agreement may be executed in counterparts.
  • Each counterpart forms part of the same agreement.
  • Electronic copies and electronic signatures are accepted to the extent permitted by law.

27.15 Survival

The provisions of this Section that are intended by their nature to continue will survive termination or expiry of this Agreement.