Emanda App Pty Ltd

ACN 671 957 387

Terms of Service

Last updated: 20th March 2026

1  Terms of Service

(a)  Please read these Terms of Service ("Terms") carefully before using either (i) the Emanda App platform accessible at https://my.emanda.app (the "Platform") or (ii) the Emanda App public website at https://www.emanda.app (the "Website"), together referred to as the "Service". The Service is operated by Emanda App Pty Ltd ACN 671 957 387 ("Emanda App", "us", "we", or "our"), and includes AI-powered business analytics, automated valuation algorithms, indicative valuation tools, secure data repository services, and related technological infrastructure.

(b)  Emanda App operates in association with Emanda Group Pty Ltd ACN 659 345 169 ("Emanda Group"), a related entity. Where a User requires professional advisory services or where any activity carried out through the Service may constitute a financial service, Emanda App engages Emanda Group to provide or oversee that work. The regulatory framework applicable to Emanda Group's professional services is described in Section 5 of these Terms.

(c)  Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users, and others who access or use any part of the Service, including persons who access only the Website for indicative valuation purposes without creating a Platform account.

(d)  You warrant that you are at least 18 years old and legally capable of entering into binding contracts. If you are under 18, you warrant that you have obtained consent from your parent or guardian and they agree to be bound by these Terms on your behalf.

(e)  By accessing or using any part of the Service you agree to be bound by these Terms. If you disagree with any part of these Terms, you may not access the Service.

2  Definitions

(a)  In these Terms, unless the context requires otherwise:

(i)  "AI Services" means artificial intelligence and machine learning features integrated within the Platform, including but not limited to business valuation algorithms, risk assessment tools, and recommendation engines;

(ii)  "Australian Consumer Law" means Schedule 2 of the Competition and Consumer Act 2010 (Cth);

(iii)  "Business Valuation" means any estimate, calculation, or assessment of business value generated by the Service's AI Services or Website Indicative Tools;

(iv)  "Client Data" means all data, content, and information uploaded, input, or submitted to the Service by or on behalf of the User;

(v)  "Confidential Information" means the terms of these Terms and any information shared between Emanda App and a User in connection with the Service that is designated as confidential or that by its nature ought reasonably to be treated as confidential, but excludes information that is or becomes publicly known other than through a breach of these Terms;

(vi)  "Consequential and Indirect Loss" means, in respect of a breach of these Terms, any loss (including any loss of opportunity, profit, anticipated profit, reputation, goodwill, business, business opportunities or revenue, or any failure to realise anticipated savings) that does not arise directly or naturally as a consequence of the relevant breach;

(vii)  "Consumer" means a natural person acquiring services for personal, domestic, or household use or consumption;

(viii)  "Data Room" means the secure virtual data repository functionality within the Platform enabling document storage and sharing;

(ix)  "Emanda Group" means Emanda Group Pty Ltd ACN 659 345 169, the related professional advisory entity associated with Emanda App;

(x)  "Government Agency" means any government or governmental, administrative, monetary, fiscal or judicial, regulatory body, minister, department, commission, authority, instrumentality, board, organisation, tribunal, agency, or entity in any part of the world (or any office or delegate thereof);

(xi)  "GST" has the meaning given to that term in the GST Act;

(xii)  "GST Act" means the A New Tax System (Goods and Services Tax) Act 1999 (Cth);

(xiii)  "Indicative Memorandum" or "IM" means the information memorandum, business profile, or sale document prepared through the Platform by or on behalf of the User in connection with a potential business sale or transaction;

(xiv)  "Insolvency Event" means any event that reasonably indicates a significant risk that a person is or will become unable to pay their debts as and when they fall due, including a meeting of creditors being called, a step taken to wind up or make bankrupt the person, or the appointment of a receiver, administrator, controller, liquidator, or provisional liquidator;

(xv)  "Intellectual Property Rights" means any and all intellectual property rights (anywhere in the world, whether statutory, common law or otherwise) including patents, patent applications, copyright, trade marks, logos, design marks, service marks, trade names, business names, designs, know-how, trade secrets, domain names, and all applications and rights to apply for registration of such rights;

(xvi)  "Law" means any law or legal requirement, including at common law, in equity, under any statute, regulation, by-law or Authorisation, and any decision, directive or requirements of any Government Agency;

(xvii)  "Platform" means the Emanda App software application and related services accessible via https://my.emanda.app and any associated mobile applications;

(xviii)  "Privacy Laws" means all applicable laws that apply to the collection, use, disclosure and handling of personal information, including the Privacy Act 1988 (Cth);

(xix)  "Professional Services" means advisory services requiring professional qualifications, licensing, or authorisation under applicable law, including formal business valuation, financial advice, and M&A advisory services;

(xx)  "Related Party" has the meaning given to it in the Corporations Act 2001 (Cth);

(xxi)  "Representative" means, in respect of a person, any director, officer, employee, agent, contractor or adviser of or to a Related Party of or to that person;

(xxii)  "User" means any person who accesses or uses any part of the Service, including visitors to the Website;

(xxiii)  "User Account" means the account created by a User to access and use the Platform;

(xxiv)  "User Content" means all content, data, information, and materials submitted, uploaded, or transmitted by Users through the Service;

(xxv)  "User-Directed Valuation" means a value, price range, or asking price instructed by the User for inclusion in an IM or other transaction documentation, as distinct from any automated Business Valuation generated by the Service;

(xxvi)  "Website" means the public-facing website at https://www.emanda.app, including any indicative valuation tools, calculators, or examples made available on that site without requiring a User Account;

(xxvii)  "Website Indicative Tools" means any valuation estimators, calculators, illustrative examples, or indicative range tools made available on the Website to prospective users.

(b)  References to "writing" or "written" include email and other electronic communications.

(c)  Headings are for convenience only and do not affect interpretation.

(d)  References to any statute include any modification, amendment, or re-enactment thereof.

(e)  Words in the singular include the plural and vice versa, and a reference to any gender includes the other genders.

(f)  References to persons include individuals, corporations, trusts, partnerships, joint ventures, and other legal entities.

(g)  A reference to time is to the time in Melbourne, Australia. A business day means a day on which all banks are open for business generally in Melbourne, Australia, other than a Saturday, Sunday or public holiday.

(h)  A reference to the word 'include' or 'including' is to be interpreted without limitation.

3  User Accounts and Acceptable Use

(a)  In order to use the Platform, you will be required to create a User Account. Visitors to the Website who use Website Indicative Tools are not required to create a User Account but are still bound by these Terms in respect of that use.

(b)  Users must provide accurate, current, complete, and truthful information when creating a User Account and must maintain and promptly update that information. Provision of false, misleading, or incomplete information may result in account suspension or termination.

(c)  Account Security. Users are solely responsible for maintaining the confidentiality and security of their account credentials, including usernames, passwords, and authentication information, and are fully responsible for all activities that occur under their User Account. Users must immediately notify us of any suspected unauthorised access to or use of their User Account.

(d)  Account Sharing. User Accounts are personal to the registered User and may not be shared, transferred, assigned, or used by any other person without our express written consent. Users may not create multiple accounts for the same individual or entity.

(e)  Prohibited Uses. Users are strictly prohibited from utilising the Service for any purpose that violates applicable Laws, regulations, or industry codes, or that could reasonably result in legal liability for Emanda App, Emanda Group, or third parties. Users must not:

(i)  attempt to gain unauthorised access to the Service, other users' accounts, computer systems, or networks connected to the Service;

(ii)  transmit, distribute, or store viruses, malware, trojans, worms, or other harmful or malicious code through the Service;

(iii)  interfere with, disrupt, or attempt to compromise the security, integrity, or performance of the Service;

(iv)  reverse engineer, decompile, disassemble, or attempt to extract source code from the Service;

(v)  use automated systems, robots, scripts, or other automated means to access the Service without our express written authorisation;

(vi)  infringe upon Intellectual Property Rights, Privacy Laws, or other proprietary rights of third parties;

(vii)  engage in any activity that could damage the reputation or business interests of Emanda App or Emanda Group;

(viii)  use the Service to compete with Emanda App or Emanda Group or to develop competing products or services.

(f)  Monitoring and Enforcement. We reserve the right, but have no obligation, to monitor User Content and account activity for compliance with these Terms. We may investigate suspected violations and take appropriate action including warning Users, suspending accounts, terminating access, and reporting violations to law enforcement or any applicable regulator.

4  Subscriptions and Billing

(a)  Some parts of the Service are billed on a subscription basis ("Subscriptions"). Billing cycles are set on a monthly or annual basis depending on the type of subscription plan selected. You will be billed in advance on a recurring and periodic basis.

(b)  At the end of each Billing Cycle, your Subscription will automatically renew under the same conditions unless you cancel it or Emanda App cancels it. Cancellation must be received at least seven (7) business days before the end of the current Billing Cycle to avoid charges for the next period. We do not provide refunds or credits for partial periods of service, unless required by Law.

(c)  A valid payment method is required to process the payment for your Subscription. By submitting payment information, you automatically authorise Emanda App to charge all Subscription fees incurred through your account to any such payment instruments.

(d)  All fees and charges are stated in Australian Dollars and are exclusive of GST unless otherwise stated. GST will be added to all applicable amounts in accordance with the GST Act. You are responsible for all taxes, levies, duties, and charges imposed by any Government Agency in connection with your use of the Service.

(e)  Payment default exceeding 30 days entitles us to immediate suspension of Service access, collection of all outstanding amounts plus reasonable collection costs, and termination for material breach without prejudice to other legal remedies.

(f)  Emanda App may modify Subscription fees at any time. Any fee change will become effective at the end of the then-current Billing Cycle. Emanda App will provide reasonable prior notice of any change to give you an opportunity to terminate your Subscription before the change takes effect. Continued use of the Service after the change constitutes acceptance of the new fee.

5  No Financial Advice: How Professional Services Work

(a)  Nothing on this Service constitutes financial advice. The Service, including the Website, the Platform, all Business Valuations, all Website Indicative Tools, all AI Services outputs, and all related content, is provided for informational and operational purposes only. None of it constitutes financial product advice, a recommendation to acquire or dispose of a financial product, a formal business valuation opinion, investment advice, or any other financial service within the meaning of the Corporations Act 2001 (Cth) or any other applicable Law.

(b)  You should not rely on anything produced by or through the Service as a substitute for professional advice. Before making any decision of a financial, legal, tax, commercial, or investment nature based on anything you access through the Service, you should obtain independent advice from a qualified professional.

(c)  Where professional advisory services are needed. Emanda App is a technology platform. Where a User's circumstances require professional advice, or where any activity carried out through or in connection with the Service may constitute a financial service or require professional expertise, Emanda App engages Emanda Group Pty Ltd ACN 659 345 169 to provide or oversee that work.

(d)  Emanda Group is a professional advisory entity associated with Emanda App. Emanda Group Pty Ltd ACN 659 345 169 (AR 001310995) is an Authorised Representative of Avenir Capital Pty Ltd ACN 150 790 355 (AFSL 405469), and is authorised under that arrangement to provide certain financial services in Australia. Emanda App and Emanda Group are related entities and are covered under the same professional indemnity insurance policy, maintained at no less than $10,000,000 per claim and in annual aggregate. Emanda App is not itself an authorised representative of Avenir Capital and does not provide financial services in its own right.

(e)  How to access professional advice. Users who require formal Professional Services in connection with a business valuation, M&A transaction, equity sale, or any financial services matter may engage Emanda Group directly through the Platform or by contacting Emanda Group at the contact details published at https://www.emanda.app. Any engagement of Emanda Group for Professional Services will be subject to a separate engagement agreement between the User and Emanda Group, setting out the scope of services, fees, and applicable terms. Where required by applicable Law, Emanda Group will provide a Financial Services Guide and, where personal financial product advice is given, a Statement of Advice.

(f)  Advice currency. All advice and reports provided by Emanda Group are current at the date they are provided. Unless otherwise agreed, Emanda Group is under no obligation to update any advice or report for changes in Law or other events occurring after it is given in final form.

(g)  Emanda App is not a party to any engagement between a User and Emanda Group. Emanda App accepts no liability for the advice or services provided by Emanda Group under any such engagement. Any claim in respect of Emanda Group's Professional Services is a matter between the User and Emanda Group under the terms of their separate engagement.

6  Business Valuation Disclaimers

(a)  Automated Estimates Only

(i)  Business Valuations are automated computational outputs derived from algorithmic processing and statistical modelling. They are not financial product advice, professional valuation opinions, investment recommendations, or certified appraisals, and should not be treated as such;

(ii)  Business Valuations should not be relied upon for any financial, legal, tax, investment, or business decision;

(iii)  Emanda App expressly disclaims any responsibility for decisions made in reliance upon Business Valuations generated by the Service.

(b)  Internal Use Only

(i)  Business Valuations generated by the Service are intended solely for a User's internal business planning and assessment purposes;

(ii)  Users must not use Business Valuations for external purposes including submissions to financial institutions, legal proceedings, tax compliance, formal business sale or acquisition processes, regulatory filings, insurance claims, or any purpose requiring a formal business valuation;

(iii)  Users acknowledge that external use of Business Valuations may constitute misleading or deceptive conduct under Australian Consumer Law and other applicable legislation, for which Users assume full legal responsibility.

(c)  No Warranty of Accuracy

(i)  We make no representations, warranties, or guarantees regarding the accuracy, completeness, reliability, timeliness, or suitability of Business Valuations;

(ii)  Actual business values may differ materially from Service estimates due to market conditions, unique business characteristics, economic factors, and methodology limitations.

(d)  Website Indicative Valuation Tools

(i)  The Website makes available certain Website Indicative Tools for the purpose of illustrating the type of analysis available through the Platform. They are accessible without a User Account;

(ii)  Outputs from Website Indicative Tools are illustrative only. They are not valuations, opinions of value, financial product advice, or formal assessments of any kind. They are provided solely to give prospective users a general indication of the Platform's capabilities;

(iii)  No person may rely on the output of a Website Indicative Tool for any commercial, legal, financial, tax, or regulatory purpose;

(iv)  By using a Website Indicative Tool, you acknowledge that its output carries no professional standing and that Emanda App and Emanda Group accept no liability for any reliance placed on it.

(e)  User-Directed Valuation and IM Pricing

(i)  The Service enables Users to prepare an Indicative Memorandum or similar transaction document for use in a potential business sale or transaction process;

(ii)  The price, value, or asking price stated in any IM or transaction document is set at the User's sole direction and responsibility. The User may use Business Valuations generated by the Service, advice received from Emanda Group, their own independent assessment, or any other basis they consider appropriate. The User is responsible for any commercial decisions made on that basis;

(iii)  Emanda App records and presents the price as instructed by the User without independent verification. Where the User has engaged Emanda Group for formal professional advice, any such advice is provided under Emanda Group's separate engagement and is governed by the terms of that engagement;

(iv)  In all cases the final pricing instruction for the IM is the User's decision. Neither Emanda App nor Emanda Group accepts liability for the commercial outcome of any business sale or transaction process in which a User's IM is used.

7  AI Services Disclaimers

(a)  AI-Generated Content. AI Services utilise machine learning algorithms and artificial intelligence that may produce inaccurate, incomplete, inappropriate, or misleading results. Users acknowledge that AI-generated content is an automated output requiring human judgment, validation, and independent verification. We do not guarantee the accuracy, completeness, or appropriateness of AI-generated content.

(b)  No Guarantee of Results. We do not guarantee that AI Services will meet specific outcomes, improve business performance, or achieve particular results. AI recommendations and suggestions must be independently evaluated by qualified professionals. Users assume full responsibility for any decisions made based on AI Services output.

(c)  Technology Limitations. AI Services are subject to inherent technological limitations including data processing errors, algorithm biases, system malfunctions, and software defects. We do not warrant that AI Services will be error-free, unbiased, or suitable for all purposes.

(d)  Human Oversight Required. AI Services are tools designed to assist human decision-making and are not intended to replace human judgment or professional expertise. Users should not rely solely on AI-generated content without independent verification and professional consultation where appropriate.

8  Free Trial

(a)  Emanda App may, at its sole discretion, offer a Subscription with a free trial for a limited period of time ("Free Trial"). Free Trials are limited to one per User and cannot be combined with any other offers.

(b)  If you enter your billing information when signing up for the Free Trial, you will not be charged until the Free Trial has expired. On the last day of the Free Trial period, unless you have cancelled your Subscription, you will be automatically charged the applicable Subscription fees. You are responsible for tracking the Free Trial expiration date.

(c)  Emanda App reserves the right to modify the terms and conditions of, or cancel, any Free Trial offer at any time without notice.

9  Content and Data

(a)  Our Service allows you to post, link, store, share, and otherwise make available certain information, text, graphics, videos, or other material ("Content"). You are responsible for the Content that you post to the Service, including its legality, reliability, and appropriateness.

(b)  By posting Content to the Service, you grant us a non-exclusive, royalty-free, worldwide licence, limited to the duration necessary to provide the Service, to use, modify, perform, display, reproduce, and distribute such Content on and through the Service. You retain all rights to any Content you submit, post, or display.

(c)  You represent and warrant that: (i) the Content is yours or you have the right to use it and grant us the rights described; and (ii) posting your Content does not violate the privacy rights, publicity rights, copyright, contract rights, or any other rights of any person.

(d)  Data Processing. We may process Client Data using AI Services to provide Service functionality including generating Business Valuations, risk assessments, improvement recommendations, and other automated analyses. By using the Service, Users consent to such processing.

(e)  AI Training Exclusion. We do not use Client Data to train, improve, develop, or enhance AI algorithms, machine learning models, or automated systems unless expressly consented to by the User through separate written agreement. Client Data remains confidential and is not shared with third parties except as necessary to provide the Service or as required by Law.

(f)  Data Retention and Records. Client Data will be retained in accordance with our Privacy Policy, these Terms, and applicable data protection Laws. We maintain records in connection with the Service during the period of User engagement and for 7 years after the end of that engagement. Users may request deletion of their Client Data subject to our legal obligations, operational requirements, and legitimate business interests.

10  Warranties and Disclaimers

(a)  Service Provided "As Is". The Service is provided on an "as is" and "as available" basis without any warranties, representations, conditions, or guarantees of any nature whatsoever, whether express, implied, statutory, or collateral.

(b)  Disclaimer of Warranties. To the maximum extent permitted by applicable Law, we expressly disclaim all warranties, representations, and conditions including implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, reliability, completeness, timeliness, security, privacy, or compatibility.

(c)  Software Tool Only. The Service is a software tool only. It does not provide professional advisory services including accounting, legal, financial, tax, investment, valuation, or business consulting services. No professional relationship is created between Users and Emanda App by reason of use of the Service alone. No User may represent the Service or its outputs as professional opinions or certified assessments.

(d)  Software Warranty. Emanda App warrants that the Service will be delivered using reasonable professional skill and care. However, Emanda App makes no warranty that any software or output will be error-free, secure, or fit for a specific purpose, nor does it warrant uninterrupted performance. Any functional defects reported within 30 days of delivery will be assessed in good faith and addressed at Emanda App's discretion, unless such issues result from third-party services, client infrastructure, unauthorised changes, or use outside the scope of the specification.

(e)  Support. Emanda App provides in-app chat and email support on a best-efforts basis, typically within 24 hours Monday to Friday (9am to 5pm AEST) excluding Australian public holidays, with resolution targeted within 72 hours. Emanda App does not offer a Service Level Agreement.

(f)  Third-Party Content. The Service may contain or provide access to third-party content, websites, or services. We do not control, endorse, or assume responsibility for any third-party content or services. Users access third-party content at their own risk.

11  Confidentiality

(a)  Each party acknowledges that Confidential Information shared in connection with the Service must not be disclosed to any other person other than where disclosure:

(i)  has been expressly consented to by the other party in writing or is specifically contemplated and permitted by these Terms;

(ii)  is made to a Representative of a party who must know it for the purposes of these Terms, on the basis that the Representative is bound by obligations of confidentiality no less onerous than those in these Terms; or

(iii)  is required by Law, a regulatory body, court, or governmental or administrative authority.

(b)  This confidentiality obligation survives termination or expiry of these Terms.

12  Refunds

(a)  No Refund Policy. Except as expressly provided in these Terms or as required by applicable consumer protection laws that cannot be lawfully excluded, all fees and charges are non-refundable. Subscription fees paid in advance are not refundable upon cancellation, termination, or cessation of Service use.

(b)  Australian Consumer Law Rights. Nothing in these Terms excludes, restricts, or modifies any consumer rights available under the Australian Consumer Law or other applicable consumer protection legislation that cannot be lawfully excluded.

13  Limitation of Liability

(a)  Exclusion of Consequential and Indirect Loss. To the fullest extent permitted by Law, our liability excludes all Consequential and Indirect Loss, unless such loss arises from a breach of the confidentiality obligations in Section 11.

(b)  Liability Cap. Our total aggregate liability to any User for all claims arising from or relating to these Terms, the Service, or any related matter shall not exceed the greater of: (i) the total fees actually paid by that User to us in the 12 months immediately preceding the event giving rise to liability; or (ii) AUD $100,000. This limitation applies regardless of the number of claims or the theory of liability.

(c)  Exclusions from Liability Cap. The limitation in clause 13(b) does not apply to liability for: (i) personal injury, including sickness and death; (ii) loss of or damage to tangible property; (iii) infringement of Intellectual Property Rights; (iv) fraud and other wilful misconduct; or (v) payment obligations owed by the User to Emanda App under these Terms.

(d)  Business Valuation and Website Tool Exclusions. We exclude all liability arising from or relating to: (i) reliance on Business Valuations or Website Indicative Tool outputs for any purpose; (ii) decisions made based on AI-generated recommendations, assessments, or analyses; (iii) inaccuracies, errors, or omissions in automated assessments; (iv) failure by Users to seek independent professional advice; and (v) use of Service outputs in circumstances for which they are not intended.

(e)  User-Directed Valuation Exclusion. We exclude all liability arising from or relating to the price or value stated in a User's IM where that price or value was set at the User's direction, whether or not the User received advice from Emanda Group in arriving at that instruction.

(f)  Emanda Group Services. Emanda App excludes all liability in respect of Professional Services provided by Emanda Group under a separate engagement. Any claim in respect of Emanda Group's Professional Services is a matter between the User and Emanda Group under the terms of their separate engagement.

(g)  Mitigation. Each party must use all reasonable endeavours to mitigate any loss suffered or incurred by it. A party's liability will be reduced by the extent to which the other party's wrongful, unlawful, or negligent act or omission caused or contributed to the liability.

(h)  Force Majeure. We exclude all liability for delays, failures, or non-performance caused by circumstances beyond our reasonable control, including acts of God, natural disasters, war, terrorism, government actions, internet failures, third-party platform outages, API changes, or supplier failures. If such failure or delay exceeds 90 days, either party may terminate these Terms with immediate effect by giving written notice.

(i)  Consumer Law Preservation. Nothing in this section excludes, restricts, or modifies any consumer rights available under the Australian Consumer Law that cannot be lawfully excluded. Where we supply services to a Consumer and liability cannot be excluded, our liability is limited to the extent permitted by Law to re-supply of the services or payment of the cost of re-supply.

14  Intellectual Property

(a)  Our Intellectual Property Rights. The Service, including all software, applications, AI Services, algorithms, source code, documentation, content, designs, graphics, and user interfaces, together with all Intellectual Property Rights therein, remain our exclusive property or that of our licensors. No title to or ownership of any proprietary rights related to the Service is transferred to Users under these Terms.

(b)  Limited Licence to Users. Subject to these Terms, we grant Users a limited, non-exclusive, non-transferable, revocable, personal licence to access and use the Service solely for their internal business purposes. This licence does not permit Users to copy, modify, distribute, sell, lease, reverse engineer, decompile, disassemble, or create derivative works based on the Service.

(c)  Developed IP. Where Emanda App specifically develops Intellectual Property for and at the paid direction of a User under a separate agreement, the ownership of that developed intellectual property will be as set out in that separate agreement.

(d)  AI-Generated Content. Content generated by AI Services remains our property, subject to Users' rights to use such content for their internal business purposes as contemplated by these Terms. Users may not redistribute, resell, or commercialise AI-generated content.

(e)  User Content Ownership. Users retain ownership of User Content uploaded to or created through the Service. By uploading User Content, Users grant us a non-exclusive, royalty-free, worldwide licence to use, copy, store, transmit, and display such content solely for the purpose of providing the Service.

(f)  Trademark Rights. Our trade marks, service marks, logos, and trade names, and those of Emanda Group, are our property and may not be used without our express written consent.

15  Privacy and Data Protection

(a)  Privacy Policy. Our collection, use, and disclosure of personal information is governed by our Privacy Policy, incorporated into these Terms by reference and available at https://www.emanda.app/privacy-policy. By using the Service, Users consent to the collection, use, and disclosure of their personal information in accordance with our Privacy Policy.

(b)  Privacy Laws Compliance. Each party must comply with all applicable Privacy Laws with respect to any act done or practice engaged in in connection with the Service. We will effect and maintain security measures consistent with good industry practice to protect personal information against misuse, interference and loss, and unauthorised access, modification or disclosure.

(c)  Data Security. We implement reasonable technical and organisational measures to protect personal information against unauthorised access, use, disclosure, alteration, or destruction. No system is completely secure and we cannot guarantee absolute security of data. Users are responsible for maintaining the security of their account credentials and should notify us immediately of any suspected security breach.

16  Links to Other Websites

(a)  The Service may contain links to third-party websites or services not owned or controlled by Emanda App. Emanda App has no control over and assumes no responsibility for the content, privacy policies, or practices of any third-party website or service.

(b)  Links are provided for convenience only and do not imply our endorsement. You access other websites at your own risk.

17  Termination

(a)  Termination by Us. We may terminate or suspend User access to the Service immediately, with or without notice, for any reason including: material breach of these Terms not cured within 10 business days of written notice; violation of acceptable use policies; non-payment of fees after 30 days written notice; unlawful activity; prolonged inactivity exceeding 12 consecutive months; or conduct that harms or may harm other Users or third parties. In cases of serious violations, illegal activity, security threats, or Insolvency Events, we may terminate immediately without notice.

(b)  Termination by Users. Users may terminate their account and these Terms at any time by providing 30 days written notice or using account closure functionality within the Service. Termination by Users does not entitle them to any refund of prepaid fees except as required by applicable consumer protection Laws.

(c)  Effect of Termination. Upon termination: all licences granted to Users immediately terminate; Users must immediately cease all use of the Service; we may delete User Accounts and User Content; and all payment obligations become immediately due and payable. All accrued rights and obligations remain unaffected.

(d)  Data Retrieval. Upon termination, Users have 30 days to retrieve and download their Client Data. After 30 days, we may delete Client Data unless legally required to retain it for longer.

(e)  Survival. The following provisions survive termination: Sections 2, 5, 6, 9(f), 11, 13, 14, 15, 18, and 19, together with any provisions that by their nature should continue in force.

(f)  No Disparagement. After the end of these Terms, each party must not disparage or publicly discuss anything that in any way denigrates, damages, or undermines the other party or any of its Representatives, except to the extent arising in the context of bona fide litigation between the parties.

18  Indemnification

(a)  User Indemnification. Users agree to indemnify, defend, and hold harmless Emanda App, Emanda Group, and their respective affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable legal costs on a full indemnity basis) arising from or relating to:

(i)  User's use of the Service in violation of these Terms;

(ii)  User Content uploaded or transmitted through the Service;

(iii)  User's violation of any applicable Laws or regulations;

(iv)  User's infringement of any Intellectual Property Rights or other rights of third parties;

(v)  any negligent acts or omissions by User in connection with the Service; and

(vi)  any claim arising from a User's IM or transaction documents, including any price or value stated therein.

(b)  This indemnification obligation includes claims arising from the acts or omissions of User's employees, agents, contractors, or other persons acting on User's behalf, and survives termination of these Terms.

(c)  Our Indemnification. We agree to indemnify, defend, and hold harmless Users from claims that the Service, when used in accordance with these Terms, infringes any patent, copyright, or trade mark of a third party, subject to User providing prompt written notice, granting us control of the defence and settlement, and providing reasonable cooperation.

19  Governing Law

(a)  Governing Law and Jurisdiction. These Terms and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the laws of Victoria, Australia. The parties submit to the non-exclusive jurisdiction of the courts of Victoria, Australia, and courts of appeal from them.

(b)  Consumer Law Application. Where the Australian Consumer Law applies, nothing in these Terms excludes, restricts, or modifies any consumer rights that cannot be lawfully excluded.

(c)  Dispute Resolution. Before commencing any legal proceedings, parties must attempt to resolve disputes through good faith negotiations for a period of 30 days. Nothing in this clause prevents either party from seeking urgent injunctive or other equitable relief.

20  Modifications and Updates

(a)  We reserve the right to modify, update, enhance, or discontinue any aspect of the Service at any time with or without notice.

(b)  We may modify these Terms at any time by posting updated Terms on our website. Material changes will be notified to Users via email or prominent notice within the Service at least 30 days before the changes take effect. Continued use of the Service after changes take effect constitutes acceptance of the modified Terms.

(c)  If Users do not agree to modified Terms, they must stop using the Service before the changes take effect. It is Users' responsibility to review these Terms periodically for updates.

21  Non-Solicitation

(a)  During any period in which a User is engaged with Emanda App or Emanda Group and for 12 months after the end of that engagement, the User and its Representatives must not employ, offer employment to, or otherwise engage any of the officers or employees of Emanda App or Emanda Group, except with prior written approval.

(b)  This restriction does not apply where an officer or employee is engaged as a consequence of a bona fide advertising or recruitment campaign, or in response to an unsolicited approach made by the officer or employee.

22  GST

(a)  All consideration provided under these Terms is exclusive of GST unless expressed to be GST inclusive.

(b)  Where Emanda App makes a taxable supply to a User under or in connection with these Terms, the User must pay to Emanda App an additional amount equal to the GST payable on the supply, unless the consideration is expressed to include GST. The additional amount must be paid on the later of the date any consideration for the taxable supply is first paid or the date Emanda App issues a tax invoice to the User.

23  General Provisions

(a)  Entire Agreement. These Terms, together with our Privacy Policy and any additional terms referenced herein, constitute the entire agreement between Users and us regarding the Service and supersede all prior or contemporaneous communications, proposals, and agreements relating to the subject matter.

(b)  Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable, that provision will be severed and the remaining provisions will remain in full force and effect.

(c)  Waiver. Any waiver must be in writing and signed by our authorised representative. A waiver only affects the particular obligation or breach for which it is given.

(d)  Assignment. A party must not assign these Terms or any rights or obligations hereunder without the prior written consent of the other party, except that we may assign these Terms or any rights or obligations to a Related Party, including Emanda Group, without User consent.

(e)  Independent Contractors. The relationship between Users and us is that of independent contractors. These Terms do not create any partnership, joint venture, employment, trust, or agency relationship. No party has authority to bind or create obligations on behalf of the other.

(f)  Further Acts. Each party must promptly execute all documents and do all things that the other party may reasonably request in order to give effect to, perfect, or complete these Terms.

(g)  Rights Cumulative. The rights of a party under these Terms are cumulative with and in addition to any other rights available to that party under any other document or by Law.

(h)  Time of Essence. Time is of the essence for the performance by each party of its obligations under these Terms.

(i)  Compliance with Laws. Users must use the Service in compliance with all applicable Laws, regulations, and industry standards and are solely responsible for determining which Laws apply to their use of the Service.

(j)  Currency. All fees and charges are stated in Australian Dollars (AUD) unless otherwise specified.

(k)  Variation. No variation of these Terms will be of any force or effect unless made in accordance with Section 20 or otherwise agreed in writing and signed by each party.

24  Notices

(a)  Any notice given or made under or in connection with these Terms must be in writing and signed by an authorised signatory. Any notice by email is taken to be signed by the named sender.

(b)  Notices are only given if delivered or posted to the party at the relevant address or sent by email to the email address last notified by the intended recipient to the sender.

(c)  A notice is treated as given: (i) if delivered, when left at the relevant address; (ii) if sent by post, three business days after posting within Australia; or (iii) if sent by email, on the date of transmission, provided the sender's email software records a successful transaction. If any notice is given after 5.00pm on a business day or on a non-business day, it is to be treated as having been given at the beginning of the next business day.

25  Contact Us

(a)  All legal notices and questions regarding these Terms should be directed to: legal@emanda.app.

(b)  Customer support inquiries should be directed to: support@emanda.app.

(c)  Enquiries regarding engagement of Emanda Group for Professional Services should be directed to: pete@emanda.com.au.

(d)  All legal notices must be in writing and delivered by email to the addresses specified above or by registered post to our registered office. Notices sent by email are deemed received on the business day following transmission.

(e)  These Terms are prepared in English. In the case of any inconsistency between the English version and any translation, the English version shall prevail.

Emanda App Pty Ltd ACN 671 957 387  |  legal@emanda.app  |  www.emanda.app

Emanda Group Pty Ltd ACN 659 345 169 (AR 001310995) is an Authorised Representative of Avenir Capital Pty Ltd ACN 150 790 355 (AFSL 405469).

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