Legal

Terms and Conditions

Last updated: May 2026

Welcome to PartWise. We are Find Your Difference Pty Ltd ABN 27 622 504 705, an Australian company operating in New South Wales (we, our or us) and we provide a consumer software-as-a-service platform known as PartWise that helps Australians going through separation organise financial information, documents, communications, timelines and parenting-related considerations before and while they work with lawyers, mediators and other professional advisers (Software).

These terms and conditions (Terms) govern your access to the Software and us providing you any other goods and services as set out in these Terms (Subscription). You can view the most updated version of our Terms at https://www.partwise.com.au/terms (Website). Please read these terms and conditions carefully before agreeing to proceed with your Subscription.

Please note that your Subscription will continue to renew indefinitely, and you will continue to incur Subscription Fees, unless you cancel your Subscription in accordance with these Terms. Please ensure you cancel your Subscription if you do not want it to renew.

Your Subscription is for the package, plan, usage allowance or tier selected by you through the Website, including any AI analysis credits, feature limits or other inclusions described on the Website or in the Software (Subscription Tier).

1. Reading and accepting these Terms

In these Terms, capitalised words and phrases have the meanings given to them where they are followed by bolded brackets, or as set out in the Definitions table at the end of these Terms.

By clicking the acceptance button or checkbox on our Website, creating an Account, paying for your Subscription or otherwise expressly accepting these Terms, you agree to be bound by these Terms which form a binding contractual agreement between you, the person acquiring and using the Subscription (you or your) and us.

We may change these Terms at any time by notifying you by email, through the Software or on the Website. If a change materially affects your rights or obligations, we will take reasonable steps to give you at least 30 days’ notice before the change takes effect, unless a shorter period is required for legal, security or operational reasons. Your continued use of the Solution after the change takes effect will represent an agreement by you to be bound by the Terms as amended.

2. Eligibility

By accepting these Terms, you represent and warrant that:

• you have the legal capacity and authority to enter into a binding contract with us; and
• you are authorised to use the payment you provided when purchasing a Subscription.

The Software is only intended for use by individuals who are at least 18 years old, located in Australia and using the Software for their own separation preparation purposes. By using the Software, you represent and warrant that you meet these requirements.

Please do not access the Software if you are under 18 years old, outside Australia, using the Software on behalf of another person without lawful authority, or if you have previously been suspended or prohibited from using the Software.

You must not create an Account for another person, access another person’s accounts or devices, or import another person’s communications unless you have all rights, consents and lawful authority required to do so.

3. Duration of your Subscription

Your Subscription and these Terms commence on the date you agree to be bound by these Terms and continue for the Subscription Period and any Renewal Periods applicable, unless terminated earlier in accordance with these Terms.

Unless cancelled in accordance with these Terms, upon expiration of the Subscription Period this agreement will automatically renew on an ongoing basis for a period equal to the Subscription Period (Renewal Period).

You may cancel your Subscription at any time through the Software or by contacting us through the Website. Cancellation will take effect at the end of the then-current Subscription Period or Renewal Period unless these Terms expressly provide otherwise.

We will provide you with reasonable advance written notice of any material change to the Subscription Fees, Subscription Tier or these Terms that will apply to a Renewal Period (Renewal Notice).

4. The Solution

4.1 Scope of your Subscription and the Solution

We will provide you, to the extent described in your Subscription Tier, the Software, any Documentation and the features described on the Website, including tools for organising separation-related information, AI-assisted analysis and export functionality (Solution).

Your Subscription includes the benefits and limitations of your Subscription Tier as set out on our Website, or as otherwise communicated to you when you subscribe for your Subscription (and as amended from time to time by notice to you).

4.2 Accounts

(Accounts) To use the Solution, you may be required to sign-up, register and receive an account through the Website (an Account).

(Provide Information) As part of the Account registration process and your continued use of the Website and Software, you may be required to provide account and service information that we or our service providers can access, such as your email address, name, authentication details, billing details, profile information, usage information, support requests and service metadata. Separately, you may choose to upload, import or generate encrypted vault content, such as uploaded documents, communications records, notes, timelines, parenting reflections, financial information, AI prompts, AI outputs and other information you choose to provide or import into the Software.

(Warranty) You warrant that any information you give to us in the course of completing the Account registration process is accurate, honest, correct and up-to-date.

(Acceptance) Once you complete the Account registration process, we may, acting reasonably, choose to accept you as a registered user within the Website and provide you with an Account.

4.3 Disclaimer

You acknowledge and agree that:

• any information, classification, summary, chronology, export, prompt response or other output provided to you as part of or in connection with the Solution is general in nature, is generated or organised for preparation purposes only, may not be suitable for your circumstances, may be incomplete or inaccurate, and does not constitute legal, financial, counselling, therapeutic, safety, evidentiary or any other kind of professional advice;
• it is your responsibility to obtain advice from appropriately qualified professionals, including lawyers, mediators, counsellors, financial advisers and family violence support services where appropriate, and to comply with all Laws, court rules and professional advice relevant to your circumstances;
• the Solution is not designed to assess immediate personal safety, family violence risk, litigation strategy, limitation periods, admissibility of evidence or the merits of any legal claim, and must not be used as a substitute for urgent professional help, emergency services or specialist family violence support; and
• exports generated by the Solution are intended to support conversations with third party professionals and are not verified, authenticated, complete, court-ready or suitable for filing or tendering without independent review by you and your professional advisers.

4.4 Software

While your Subscription is maintained, we grant to you a non-exclusive, non-transferable licence to use the Software and Documentation for your own personal separation preparation purposes and in accordance with your Subscription Tier.

We may from time to time, acting reasonably, release enhancements to the Software, meaning upgraded, improved, modified or new versions of the Software (Enhancements). Any Enhancements to the Software will not limit or otherwise affect these Terms. Enhancements may cause downtime or delays from time to time, and credits will not be provided for such downtime.

We may change any features of the Solution at any time on notice to you.

4.5 Support Services

We will provide general support where reasonably necessary to resolve technical issues with the Software (Support Services). Unless otherwise agreed in writing:

• we will take reasonable steps to provide Support Services where necessary (you must first endeavour to resolve any issues with the Software internally and we will not assist with issues that are beyond our reasonable control);
• we will use our best endeavours to respond to requests for Support Services and you acknowledge that we may not be available 24/7 or respond within a particular time frame;
• you are responsible for all internal administration and managing access, including storing back-up passwords and assisting your Users to access and use the Software; and
• you will not have any claim for delay to your access to the Software due to any failure or delay in Support Services.

5. Data Hosting

We will store and process User Data you upload, import or generate using the Software using third party hosting, authentication, payment, analytics, email and AI processing services selected by us (Hosting Services), subject to the following terms:

• (hosting location) You acknowledge and agree that we may use cloud-based services, content delivery networks and processing services located in Australia and overseas, including the United States, Singapore, the European Union and other locations used by our service providers.
• (service quality) While we will use our best efforts to select an appropriate hosting provider, we do not guarantee that the Hosting Services will be free from errors or defects or that User Data will be accessible or available at all times.
• (security) We will use reasonable endeavours to ensure that User Data is stored securely. Vault Data is encrypted client-side before cloud backup and is designed so that we do not hold the decryption key. However, AI Processing Data, account information, payment information, support information and service metadata may be processed by us or our service providers in order to provide the Solution, and no technology, encryption model or hosting service can be guaranteed to be free from unauthorised access, destruction, loss, damage or alteration.
• (backups & disaster recovery) Encrypted Vault Data may be backed up using our Hosting Services where cloud backup is enabled or required for the Solution. We cannot guarantee that any backup will be available, complete or free from errors or defects, and you are responsible for exporting and retaining any information you require outside the Software.

5.1 AI-assisted features

Some features use artificial intelligence services, currently Anthropic’s Claude API, to analyse, classify, summarise or extract information from User Data you choose to submit. AI Processing may require content to be transmitted through our systems to the AI provider for transient processing, so that content is not part of the encrypted vault architecture while it is being processed.

Where supported by our AI provider contract and settings, we will use AI providers and settings that do not use your content to train foundation models and do not retain your content after processing, except to the extent necessary for security, abuse monitoring or legal compliance. AI outputs may be incomplete, inaccurate, biased, irrelevant or unsuitable for your circumstances and must be reviewed by you and your professional advisers.

5.2 Text message, email and document imports

If you import communications, emails, documents or message exports, you warrant that you are a party to the communication or otherwise have lawful authority to import, process, store, analyse, export and disclose that material for separation preparation purposes.

Imported communications may contain personal information about third parties, including former or current partners, children, family members, lawyers, mediators and other professionals. We process that information for the limited purpose of providing the Solution to you and enabling your separation preparation, and you must not use the Solution to collect, analyse, export or disclose third party personal information for any unrelated purpose.

You indemnify us for direct losses, claims, expenses, damages and liabilities reasonably incurred by us to the extent caused by your unlawful collection, upload, import, use, export or disclosure of third party personal information, except to the extent caused or contributed to by our breach of these Terms, negligence or wilful misconduct.

We do not verify authenticity, completeness, chain of custody, evidentiary integrity, admissibility or legal significance of imported communications, documents or exported materials.

Before you connect an email account, import messages or submit communications for AI-assisted analysis, we may require you to give separate in-product confirmation that:

• you are a party to the relevant communications or otherwise have lawful authority to import and process them;
• the material may contain third party personal information, including information about a former or current partner, children, family members or professional advisers; and
• content you submit for AI-assisted features may be decrypted or transmitted for transient processing by our systems and AI service providers as described in these Terms and our Privacy Policy.

5.3 Safety and device risk

You acknowledge that separation may involve family violence, coercive control, device monitoring or other safety risks. Security features such as encryption and auto-lock cannot protect you from all risks, including someone accessing your device, browser history, email account, payment records, notifications or exported files.

6. Client Obligations

You agree to:

• provide us with all information and assistance reasonably required by us to provide support, administer your Account, process payments, respond to lawful requests and operate the Solution;
• only connect, import from or provide access to third party accounts, devices, communications, documents or records where you have lawful authority to do so.

6.1 Client Material

You warrant that all information, documentation, communications, records and other Material you provide, upload, import or generate for the purpose of receiving the Solution is lawfully obtained, accurate to the best of your knowledge, complete where required for the purpose for which you use it, and not misleading.

To the maximum extent permitted by law, we are not responsible for loss or damage to the extent it is caused or contributed to by User Data or other Material being incomplete, inaccurate, out-of-date, unlawfully obtained, misleading, fabricated, altered, exported, disclosed by you or used outside the Software.

6.2 Your Obligations

You must, and must ensure that all Users, comply with these Terms at all times. To the maximum extent permitted by law, we are not responsible for loss or damage to the extent caused by your breach of these Terms, and you indemnify us for direct losses, claims, expenses, damages and liabilities reasonably incurred by us to the extent caused by your breach, unlawful conduct, misuse of third party personal information, infringement of third party rights, or unauthorised access to another person’s account, device or communications.

You must not, and must not encourage or permit any User, Personnel or any third party to, without our prior written approval:

• fabricate, alter, conceal, destroy, misrepresent or misuse evidence, communications, documents or exports, or use the Software in a way that may mislead a court, tribunal, lawyer, mediator, adviser or other person;
• use the Software to store or process information that is unrelated to your own separation preparation or that you are not legally entitled to upload, import, analyse, store, export or disclose;
• upload any inappropriate, offensive, illicit, illegal, abusive, pornographic, sexist, homophobic, racist, threatening, harassing or family-violence-related material except to the extent you are lawfully storing your own records for legitimate separation preparation purposes;
• use the Software for any purpose other than for the purpose for which it was designed, including in a manner that is illegal or fraudulent or that facilitates illegal or fraudulent activity;
• upload, import, export or disclose any material that is owned by, confidential to, copyrighted by or personal information of a third party, unless you have lawful authority to do so;
• make copies of the Documentation or the Software;
• adapt, modify or tamper in any way with the Software;
• remove or alter any copyright, trade mark or other notice on or forming part of the Software or Documentation;
• make any false, misleading, threatening, harassing or unlawful public statement about us, the Software or any associated or interested party, provided that nothing in this clause prevents you from making an honest review, complaint or report in good faith;
• use the Software in a way which infringes the Intellectual Property Rights of any third party;
• create derivative works from or translate the Software or Documentation;
• publish or otherwise communicate the Software or Documentation to the public, including by making it available online or sharing it with third parties;
• integrate the Software with third party data or Software, or make additions or changes to the Software, (including by incorporating APIs into the Software) other than integrating in accordance with any Documentation or instructions provided by us in writing;
• intimidate, harass, impersonate, stalk, threaten, bully, monitor, dox, coerce, endanger or otherwise harm any person in connection with the Software;
• sell, loan, transfer, sub-licence, hire or otherwise dispose of the Software or Documentation to any third party, other than granting a User access as permitted under these Terms;
• decompile or reverse engineer the Software or any part of it, or otherwise attempt to derive its source code;
• share your Account, Account information, vault password, recovery phrase, login details or passwords with any other person. You must immediately notify us of any unauthorised use of your Account, password, email, vault credentials or any other breach or potential breach of the Solution’s security;
• make any automated use of the Solution and you must not copy, reproduce, translate, adapt, vary or modify the Solution without our express written consent;
• attempt to circumvent any technological protection mechanism or other security feature of the Software; or
• permit any use of the Solution in addition to the Number of Solution Users.

If you become aware of misuse of your Subscription by any person, any errors in the material on your Subscription or any difficulty in accessing or using your Subscription, please contact us immediately using the contact details or form provided on our Website.

You agree, and you must ensure that all Users agree:

• to comply with each of your obligations in these Terms;
• to sign up for an Account in order to use the Solution;
• that information given to you through the Software, including AI-generated classifications, findings, summaries, chronologies, suggested issues or exports, is general in nature, must be reviewed by you and your professional advisers, and must not be relied on as legal advice, safety advice, evidence of admissibility or a complete record of your circumstances;
• that we may immediately suspend or restrict your Account, or any User’s Account, where we reasonably consider it necessary to address safety risks, fraud, harassment, unauthorised access, security incidents, unlawful conduct, law enforcement requests or serious misuse of the Solution. For other suspected breaches, we will where reasonably practicable give you written notice of the issue and at least 10 Business Days to remedy it before suspension, restriction or cancellation takes effect.

7. Fees and Payment

7.1 Trial Period

We may from time to time offer a free trial period of the Solution (Free Trial Period). If payment details are required to start a Free Trial Period, we will tell you before you subscribe. No Subscription Fees will be charged during the Free Trial Period, but your Subscription will automatically convert to a paid Subscription at the end of the Free Trial Period unless you cancel before the trial expires.

7.2 Subscription Fees

You must pay subscription fees to us in the amounts specified on the Website or in the Software for your Subscription Tier, or as otherwise agreed in writing (Subscription Fees). The operative Subscription Fees, inclusions and usage limits are those displayed on the Website or in the Software at the time you subscribe.

All Subscription Fees must be paid in advance and are non-refundable for change of mind.

Unless otherwise agreed in writing, the Subscription Fees are due and payable monthly in advance for the duration of your Subscription, with the first payment being due on the first day of the paid Subscription Period or, if a payment method is required for a Free Trial Period, immediately after the expiry of that Free Trial Period unless you cancel before then.

7.3 Automatic recurring billing

Subject to clauses 7.4 and 7.5:

• Your Subscription will continue to renew on an automatic monthly basis unless you cancel in accordance with this clause 7. We will make the recurring nature, amount and billing frequency of the Subscription Fees clear before you subscribe, and will take reasonable steps to remind you before a Free Trial Period converts to a paid Subscription where we hold a payment method for that conversion.
• While your Subscription is maintained, your Subscription Fees will continue to be debited at the beginning of each Renewal Period from the payment method you nominated when you registered for an Account.
• By signing up for a recurring Subscription, you acknowledge and agree that your Subscription has an initial and recurring payment feature, and you accept responsibility for all recurring charges prior to your cancellation of your Subscription.

7.4 Grace Period

If you fail to cancel your Subscription prior to a Renewal Period and you are charged recurring charges, you have up to 10 Business Days from the date of that renewal to cancel your Subscription through the Software or by contacting us through our Website (Grace Period). If you cancel your Subscription within the Grace Period, please contact us via our Website to request a refund for any recurring fees charged to you during the Grace Period.

7.5 Changes to Subscription Fees

We may, from time to time, change our Subscription Fees and provide you with 10 Business Days’ notice prior to the changes. During this time, you have the opportunity to cancel your Subscription with us. If you do not cancel your Subscription before the new Subscription Fees take effect, the Grace Period will apply.

7.6 Late Payments

We reserve the right to suspend all or part of the Solution if you fail to pay any Subscription Fees in accordance with this clause 7, subject to any notice, grace period or other requirement under these Terms or applicable Law.

7.7 GST

Unless otherwise indicated, consumer-facing Subscription Fees displayed on the Website or in the Software are inclusive of GST. If GST is payable for a taxable supply by us, the displayed GST-inclusive price includes the GST amount. We may issue tax invoices through Stripe or another billing provider, and will provide a valid tax invoice within the period required by law where you request one and a tax invoice is required.

7.8 Card Surcharges

We reserve the right to charge credit card surcharges in the event payments are made using a credit, debit or charge card (including Visa, MasterCard or American Express).

7.9 Online Payment Partner

We may use a third-party online payment partner, currently Stripe (Online Payment Partner), to collect Subscription Fees.

Provided that we have notified you of the Online Payment Partner’s terms and provided you with access to those terms, you acknowledge and agree that:

• the processing of payments by the Online Payment Partner will, in addition to this agreement, be subject to the terms, conditions and privacy policies of the Online Payment Partner;
• we are not responsible for loss, damage or injury arising from any act or omission of the Online Payment Partner, including any issue with security or performance of the Online Payment Partner’s platform or any error or mistake in processing your payment, except to the extent caused by our breach of these Terms, negligence or wilful misconduct; and
• we reserve the right to correct, or to instruct our Online Payment Partner to correct, any errors or mistakes in collecting your payment.

8. Intellectual Property and Data

8.1 Software content intellectual property

(Our ownership) We retain ownership of all Materials provided to you throughout the course of your Subscription in connection with the Software, excluding User Data and your own exported content (Software Content), and reserve all rights in any Intellectual Property Rights owned or licensed by us in the Software Content not expressly granted to you.

(Licence to you) You are granted a licence to the Software Content for the Number of Solution Users, and you may make a temporary electronic copy of all or part of any materials provided to you for the sole purpose of viewing them and using them for the purposes of the Software. You must not otherwise reproduce, transmit, adapt, distribute, sell, modify or publish those materials or any Software Content without prior written consent from us or as otherwise permitted by law.

8.2 User Data

Our Rights and Obligations

You grant to us, our Personnel and our service providers a non-exclusive, royalty free, worldwide licence to host, transmit, process, encrypt, decrypt in memory where technically required by a feature you initiate, back up, display, classify, analyse and otherwise use User Data solely to the extent reasonably required to provide, secure, support, maintain and improve the Solution, comply with Law, respond to lawful requests and enforce these Terms. This licence ends when your Subscription ends, except to the extent reasonably required during any read-only export period, for backup deletion, legal compliance, dispute resolution or enforcement of these Terms. We do not sell User Data, use Vault Data to train AI models, or use the contents of your encrypted vault for advertising.

We may remove, quarantine or restrict access to User Data or an Account where we reasonably consider it necessary for security, legal compliance, harm prevention, enforcement of these Terms or to protect any person.

Subject to technical availability and any temporary restriction permitted under these Terms, you may export your User Data at any time during your Subscription.

Your Obligations and Grant of Licence to Us

You are responsible for ensuring that:

• you share User Data only with intended recipients; and
• all User Data is appropriate and not in contravention of these Terms.

You:

• warrant that our use of User Data will not infringe any third-party Intellectual Property Rights; and
• indemnify us from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of such infringement.

9. Third Party Services

9.1 Third party service terms

The Solution relies on third party services and infrastructure, which may include Anthropic (Claude API) for AI-assisted analysis, Clerk for authentication, Stripe for payments, Supabase for database and encrypted backup storage, Vercel for hosting, PostHog EU Cloud for product analytics, Resend for email delivery, Sentry for error monitoring, BetterStack for uptime monitoring and incident management, and other providers notified through the Website, Software or Privacy Policy (Third Party Services).

You acknowledge that your use of the Solution may be subject to the applicable terms, conditions, policies and technical limitations of Third Party Services. We are not liable for any loss or damage suffered by you in connection with Third Party Services, except to the extent caused by our breach of these Terms or where liability cannot be excluded under applicable Law.

You acknowledge and agree that issues can arise when data is uploaded to software, when data is transferred between different software programs, and when different software programs are integrated together. We cannot guarantee that integration processes between the Software and other software programs will be free from errors, defects or delay.

You acknowledge that third party services may be interrupted, delayed, changed, discontinued or subject to their own technical limitations. We are not responsible for those third party services except to the extent caused by our breach of these Terms, negligence or wilful misconduct, or where liability cannot be excluded under applicable Law.

10. Confidentiality

Except as contemplated by these Terms, a party must not, and must not permit any of its Personnel, use or disclose to any person any Confidential Information disclosed to it by the other party without the disclosing party’s prior written consent.

Each party must promptly notify the other party if it learns of any potential, actual or suspected loss, misappropriation or unauthorised access to, or disclosure or use of Confidential Information or other compromise of the security, confidentiality, or integrity of Confidential Information.

The notifying party will investigate each potential, actual or suspected breach of confidentiality and assist the other party in connection with any related investigation.

11. Privacy

We collect personal information about you in the course of providing you with the Solution, including account information, payment information, service metadata and User Data processed in accordance with these Terms and our Privacy Policy, which can be found at https://www.partwise.com.au/privacy.

Our Privacy Policy contains more information about how we use, disclose and store your personal information and details how you can access and correct your personal information.

By agreeing to these Terms, you agree to our handling of personal information in accordance with our Privacy Policy.

You acknowledge that stored Vault Data is designed to be encrypted client-side so that we do not hold the decryption key, but this does not mean that we cannot process account information, payment information, support information, service metadata or content you submit for AI Processing or other features you initiate.

12. Liability

12.1 Warranties and Limitations

(Warranties) We warrant that:

• during the Subscription Period, the Software will perform substantially in accordance with the Documentation;
• during the Subscription Period, the Solution will be provided as described to you in, and subject to, these Terms; and
• to our knowledge, the use of the Software in accordance with these Terms will not infringe the Intellectual Property Rights of any third party.

(Errors) We will correct any errors, bugs or defects in the Software which arise during your Subscription and which are notified to us by you, unless the errors, bugs or defects:

• result from the interaction of the Software with any other solution or computer hardware, software or services not approved in writing by us;
• result from any misuse of the Software; or
• result from the use of the Software by you other than in accordance with these Terms or the Documentation.

(Service Limitations) While we will use our best endeavours to ensure the Solution is working for its intended purpose, you acknowledge and agree that from time to time, you may encounter the following issues:

• the Solution may have errors or defects;
• the Solution may not be accessible at times;
• messages sent through the Solution may not be delivered promptly, or delivered at all;
• information you receive or supply through the Solution may not be secure or confidential; or
• any information provided through the Solution may not be accurate or true.

(Exclusion) To the maximum extent permitted by applicable law, all express or implied representations and warranties not expressly stated in these Terms are excluded.

(Consumer law) Nothing in these Terms is intended to limit the operation of the Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth) (ACL). Under the ACL, you may be entitled to certain remedies (like a refund, replacement or repair) if there is a failure with the goods or services provided.

12.2 Liability

To the maximum extent permitted by law and subject to the Australian Consumer Law and the liability carve-outs in these Terms, our total liability in respect of loss or damage sustained by you in connection with these Terms or the Solution is limited to the total Subscription Fees paid to us by you in the 12 months preceding the date of the event giving rise to the relevant liability.

The liability cap does not limit your liability to us for payment obligations, misuse of third party personal information, unlawful access to accounts or devices, infringement of third party rights, fraud, wilful misconduct, confidentiality breaches, privacy breaches or indemnities under these Terms.

For clarity, the liability cap does not exclude, restrict or modify any consumer guarantee, remedy or other right that cannot be excluded, restricted or modified under the Australian Consumer Law.

12.3 Consequential Loss

To the maximum extent permitted by law, neither party will be liable for any incidental, special, indirect or consequential loss or damages, or damages for loss of data, loss of opportunity, goodwill, anticipated savings, profits or revenue in connection with these Terms or any goods or services provided by us, except:

• We are not liable for any legal, financial, parenting, mediation, negotiation, relationship, safety, evidentiary, court or professional outcome arising from your use of the Solution, reliance on AI outputs, failure to obtain professional advice, disclosure of exported materials or any third party’s use of information you export.
• in relation to a party’s liability for fraud, personal injury, death or loss or damage to tangible property; or
• to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth).

13. Upgrade and Downgrades

You may notify us that you would like to upgrade or downgrade your Subscription Tier at any time. If you do, we will:

• take reasonable steps to promptly provide you with access to the new Subscription Tier; and
• upon providing such access, apply the new, relevant Subscription Fees, to the Renewal Period immediately following the period in which your access to the new Subscription Tier was provided, and you will be charged at the new Subscription Fee in every subsequent Renewal Period.

If you choose to downgrade your Subscription, access to the new Subscription Tier and the new Subscription Fees will commence at the start of the next Renewal Period, unless we notify you otherwise. We generally do not pro-rate downgrades between Renewal Periods, however we reserve the right to do so from time to time.

If you choose to downgrade your Subscription, you acknowledge and agree that some content, features, usage allowances or capacity may no longer be available to you. We are not responsible for loss of content, features or capacity to the extent caused by your downgrade decision, except where liability cannot be excluded under applicable Law.

14. Cancellation

14.1 Cancellation at any time

You may cancel your Subscription for convenience at any time through the Software or by contacting us through the Website. We may cancel or terminate your Subscription for convenience by providing 10 Business Days’ notice to you.

14.2 Cancellation for breach

Either party may cancel your Subscription immediately by written notice if there has been a Breach of these Terms.

A Breach of these Terms means:

• a party (Notifying Party) considers the other party (or any of its Personnel or Users) is in breach of these Terms and notifies the other party;
• the other party is given 10 Business Days to rectify the breach; and
• the breach has not been rectified within 10 Business Days or another period agreed between the parties in writing.

14.3 Effect of Termination

Upon termination of this agreement:

• you may lose access to paid features and AI-powered analysis. Unless you delete your vault earlier, your encrypted Vault Data may be retained in read-only mode for up to 30 days after expiry, cancellation or failed payment to allow you to export or resubscribe, after which encrypted cloud backups may be permanently deleted in accordance with our Privacy Policy and data retention practices;
• to the maximum extent permitted by law, no Subscription Fees already paid will be refundable;
• each party must comply with all obligations that are by their nature intended to survive the end of this agreement, including without limitation obligations relating to intellectual property, confidentiality, privacy, acceptable use, indemnities, liability, dispute resolution and accrued payment obligations; and
• unless we terminate your Subscription for convenience in accordance with clause 14.1, any Subscription Fees that would otherwise have been payable after termination for the remainder of the relevant Renewal Period will remain payable.

15. Dispute Resolution

A party claiming that a dispute has arisen under or in connection with this agreement must not commence court proceedings arising from or relating to the dispute, other than a claim for urgent interlocutory relief, unless that party has complied with the requirements of this clause.

A party that requires resolution of a dispute which arises under or in connection with this agreement must give the other party or parties to the dispute written notice containing reasonable details of the dispute and requiring its resolution under this clause.

Once the dispute notice has been given, each party to the dispute must then use its best efforts to resolve the dispute in good faith. If the dispute is not resolved within a period of 14 days (or such other period as agreed by the parties in writing) after the date of the notice, any party to the dispute may take legal proceedings to resolve the dispute.

16. Force Majeure

We will not be liable for any delay or failure to perform its obligations under this agreement if such delay or failure arises out of a Force Majeure Event.

If a Force Majeure Event occurs, we must use reasonable endeavours to notify you of:

• reasonable details of the Force Majeure Event; and
• so far as is known, the probable extent to which we will be unable to perform or be delayed in performing its obligations under this agreement.

Subject to compliance with this clause, our relevant obligation will be suspended during the Force Majeure Event to the extent that it is affected by the Force Majeure Event.

For the purposes of this agreement, a Force Majeure Event means any:

• act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide, explosion or fire;
• strikes or other industrial action outside of the control of us;
• war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic, pandemic; or
• any decision of a government authority, regulator, court or infrastructure provider beyond our reasonable control, to the extent it affects our ability to perform our obligations.

17. Notices

A notice or other communication to a party under these Terms must be:

• in writing and in English; and
• delivered via email to the other party, to the email address specified in the Order, or if no email address is specified in the Order, then to support@partwise.com.au for notices to us and to the email address most regularly used by the parties to correspond regarding the subject matter of this agreement as at the date of this agreement for notices to you (Email Address). The parties may update their Email Address by notice to the other party.

Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party’s Email Address, notice will be taken to be given:

• 24 hours after the email was sent, unless that falls on a Saturday, Sunday or a public holiday in the state or territory whose laws govern this agreement, in which case the notice will be taken to be given on the next occurring business day in that state or territory; or
• when replied to by the other party,

whichever is earlier.

18. General

18.1 Governing law and jurisdiction

This agreement is governed by the laws of New South Wales, Australia. Each party irrevocably submits to the non-exclusive jurisdiction of the courts of New South Wales and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement, subject to any rights you may have under the Australian Consumer Law or other applicable consumer protection laws.

18.2 Waiver

No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

18.3 Severance

Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.

18.4 Joint and several liability

An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.

18.5 Assignment

A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.

18.6 Entire agreement

This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.

18.7 Interpretation

• (singular and plural) words in the singular includes the plural (and vice versa);
• (currency) a reference to $ or “dollar” is to Australian currency;
• (gender) words indicating a gender includes the corresponding words of any other gender;
• (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
• (person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
• (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
• (this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;
• (document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;
• (headings) headings and words in bold type are for convenience only and do not affect interpretation;
• (includes) the word “includes” and similar words in any form is not a word of limitation; and
• (adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision.

19. Definitions

Contact us

Questions about these Terms? Email support@partwise.com.au.