BUCKLEIQ - SOFTWARE AS A SERVICE (SAAS) AGREEMENT
This SaaS Agreement is made between the parties set out below and is accepted by the Customer signing an Order Form that references these terms. By signing an Order Form, the Customer agrees to be bound by this Agreement (including the Order Form, the Key Details, and the Privacy Policy).
PARTIES
BuckleIQ ("Company”, "we", "us", "our") BuckleIQ Pty Ltd (ACN 696 946 504) trading as ‘buckleIQ’ (ABN 85 696 946 504) Address: Unit 9, 251 Hay Street, East Perth Western Australia 6004 Email: operations@buckleiq.com.au Customer ("you", "your") [insert name] (ABN/ACN) Address: [insert address] Email: [insert email]
KEY DETAILS
Platform the BuckleIQ AI admin automation assistant known as “Buckle” Platform description An AI-powered admin assistant for trade businesses that receives invoices, receipts, photos, voice notes, variations and messages via Telegram, processes them using AI, prepares draft entries in your connected Xero account for your review, tracks reminders and compliance dates, and answers questions about your business based on the data we hold for you, accessed through a custom dashboard. Website www.buckleiq.com.au Setup Fees As set out in the Order Form Subscription Fees As set out in the Order Form, billed monthly in advance in Australian Dollars (AUD) Subscription tier As set out in the Order Form Maximum number of authorised users (seats) As set out in the Order Form Term Rolling monthly, commencing on the Start Date in the Order Form and continuing until cancelled under clause 14. Cancellation notice 30 days' written notice
AGREED TERMS
1 ACCEPTANCE AND TERM
1.1 HOW YOU ACCEPT
You accept this Agreement by signing this Agreement or signing an Order Form that references this Agreement. The Order Form, this Agreement and the Privacy Policy together form the contract between you and us for the Platform.
1.2 AUTHORITY
By signing, the person signing warrants that they have authority to bind the Customer to this Agreement.
1.3 TERM
This Agreement starts on the Start Date set out in the Order Form and continues on a rolling monthly basis until cancelled in accordance with clause 14.
1.4 ORDER FORM PRECEDENCE
If anything in your Order Form conflicts with the terms of this Agreement, the Order Form prevails for that specific item (for example, the exact Subscription Fees, Setup Fees, tier, seat limit or included integrations).
2 ELIGIBILITY
2.1 BUSINESS USE ONLY
The Platform is provided for business use only. You must be an individual, sole trader, partnership or company acquiring the Platform for the purposes of a business, and you must be at least 18 years of age.
2.2 CAPACITY
By accepting this Agreement, you warrant that you are able to lawfully enter into and perform this Agreement and that the information you have provided to us is true, accurate and complete.
3 THE PLATFORM
3.1 WHAT WE PROVIDE
We will use reasonable efforts to make the Platform available to you for the Term in accordance with this Agreement. The Platform is an AI-powered admin assistant that, among other things:
A. receives invoices, receipts, photos, voice notes, variations and messages from you through Telegram and other channels we make available;
B. processes them using AI to extract relevant business information;
C. prepares draft entries in your connected Xero account for your review and approval;
D. tracks job variations, reminders, compliance dates and business notes you provide; and
E. answers questions about your business based on the data we hold for you, including through a custom dashboard.
3.2 WHAT THE PLATFORM IS NOT
You acknowledge and agree that:
A. Buckle is not a bookkeeper, accountant or adviser. Outputs are drafts for your review, not certified financial records, and we do not provide tax, accounting, legal or financial advice;
B. reminders and trackers we provide are tools to support your compliance with regulatory obligations (for example, gas certificates and safety records), and you remain solely responsible for actually meeting those obligations; and
C. Buckle uses AI and can make mistakes, and you must review what Buckle produces before relying on it.
3.3 CHANGES TO THE PLATFORM
We may modify, add to or remove features of the Platform from time to time to improve it or to reflect changes in the third party services we rely on. If we remove a material feature you rely on and do not provide a reasonably equivalent replacement, you may cancel under clause 14 and we will refund any Subscription Fees you have prepaid for the period after cancellation that relate to that feature.
4 ACCOUNTS AND ACCESS
4.1 PROVISIONING
Access to the Platform is provisioned by invitation. We create an invitation, and your authorised users sign in and accept access through the onboarding flow we provide. You may have up to the maximum number of authorised users (seats) set out in the Key Details or the Order Form.
4.2 TELEGRAM AND XERO CONNECTION
You authorise us to connect to your Telegram account and your Xero account through the connection flows we provide, and to access, retrieve and write data to those accounts to the extent necessary to provide the Platform.
4.3 ACCOUNT SECURITY
You must keep your Telegram account, dashboard credentials and other access secure, must not share access with persons who should not have access to your business data, and must notify us promptly if you suspect any unauthorised access to your account.
4.4 RESPONSIBILITY FOR USERS
You are responsible for the acts and omissions of your authorised users as if they were your own, and for ensuring that your authorised users comply with this Agreement.
5 YOUR OBLIGATIONS
5.1 REVIEW OF OUTPUTS
Buckle creates draft invoices, expenses, Xero entries and other outputs. You, or your bookkeeper, are responsible for reviewing those drafts before they become final records. You must not rely solely on Buckle for compliance-critical obligations such as gas safety certificates or BAS submissions.
5.2 ACCURATE DATA
(a) You must provide accurate and complete data when configuring and using the Platform.
(b) You warrant that all data, financial information, receipts, and business records you or your authorised users submit to the Platform are lawful, complete, and correct to the best of your knowledge.
(c) You acknowledge that the Platform's automated outputs are entirely dependent on the quality and accuracy of the data you input. We accept no liability for any tax penalties, accounting errors, regulatory fines, or financial losses resulting from incorrect, fraudulent, or incomplete information transmitted by you to the Platform.
5.3 COMPLIANCE
You must use the Platform in accordance with this Agreement and all applicable laws, and you must obtain and maintain at your own cost all equipment, software, internet connectivity and third party accounts (including Telegram and Xero) needed to use the Platform.
6 ACCEPTABLE USE
You must not, and must ensure your authorised users do not:
A. use the Platform for any illegal purpose or to process data that does not belong to your business;
B. attempt to reverse engineer, decompile, copy or extract the underlying AI models, system prompts, configuration logic or system architecture of the Platform;
C. manipulate system prompts, employ "prompt injection" techniques, or attempt to override the AI safety guards and restrictions we have implemented;
D. use the Platform to impersonate another business or person, or to send abusive, harassing, infringing or unlawful content;
E. introduce any virus, malicious code or harmful material into the Platform, or attempt to gain unauthorised access to the Platform or its underlying systems; or
F. resell, sublicense or otherwise make the Platform available to any third party except as expressly permitted under this Agreement.
7 AI OUTPUTS AND DISCLAIMERS
7.1 NATURE OF AI OUTPUTS
The Platform uses artificial intelligence provided by third parties, including but not limited to Anthropic and OpenAI. To the extent permitted by law, we do not warrant that AI outputs (including draft invoices, extracted data, business answers and reminders) will be accurate, complete, current or free from error.
7.2 ACKNOWLEDGEMENT
You acknowledge that AI can hallucinate, misread or miscategorise information, and that you are responsible for reviewing AI outputs before relying on them, particularly for financial records, compliance obligations or communications with third parties.
7.3 NOT PROFESSIONAL ADVICE
Outputs from Buckle are not tax, accounting, legal or financial advice and must not be relied upon as such.
8 FEES AND PAYMENT
8.1 FEES
You agree to pay the Setup Fees and the Subscription Fees set out in your Order Form. Setup Fees are payable before we begin onboarding work. Subscription Fees are billed monthly in advance and are due on receipt.
8.2 GST
All fees are in Australian Dollars (AUD) and exclude GST unless stated otherwise. GST will be applied where applicable and shown on your tax invoice.
8.3 PAYMENT METHOD
Fees are payable through our nominated payment provider, currently Airwallex, or any replacement payment provider we nominate from time to time. You authorise us to charge the applicable Fees through that provider in accordance with your Order Form.
8.4 LATE PAYMENT AND SUSPENSION
If Subscription Fees are more than 14 days overdue, we may suspend your access to the Platform after giving you written notice and a reasonable opportunity to pay. Suspension does not relieve you of your obligation to pay Fees that are due. During any period of suspension, your right to request an export of your Customer Data under clause 9.5 remains unaffected.
8.5 CHANGES TO FEES
We may change the Subscription Fees on at least 30 days' written notice. If you do not agree to the new Fees, you may cancel under clause 14 before the new Fees take effect, with no penalty.
8.6 REFUNDS
Subject to clause 14:
(a) Setup Fees are non-refundable once onboarding work has begun, because they reflect time invested in configuring the Platform for your specific business;
(b) Subscription Fees are non-refundable for partial months, and if you cancel mid-month you keep access for the remainder of the period you have paid for; and
(c) nothing in this clause limits any rights you have under the Australian Consumer Law. 9 DATA, HOSTING AND PRIVACY
9.1 PRIVACY POLICY
Our handling of personal information is governed by our Privacy Policy, published at https://buckleiq.com.au/privacy, which forms part of this Agreement. By accepting this Agreement, you also accept our Privacy Policy.
9.2 OWNERSHIP OF CUSTOMER DATA
You own your Customer Data. We do not claim ownership of your business records, financial data, photos, voice notes or messages. We process Customer Data only to provide and improve the Platform in accordance with this Agreement and the Privacy Policy, and to meet our legal obligations.
9.3 NO AI TRAINING ON YOUR DATA
For AI providers where we have commercial, enterprise or other no-training terms in place, we do not permit your information to be used to train AI models for the benefit of other customers or third parties. This may include providers such as Anthropic and OpenAI where those terms apply. Some processing functions, such as voice transcription, may be provided by separate third-party providers. We will only describe those providers as subject to equivalent no-training or contractual restrictions once those arrangements have been confirmed.
9.4 DATA LOCATION
Customer Data is stored on infrastructure located in Sydney, Australia. Some AI processing occurs with overseas providers, including in the United States, under applicable provider data processing terms or data processing agreements where in place.
9.5 SENSITIVE INFORMATION
You must not submit sensitive information (as defined in the Privacy Act 1988 (Cth)) to the Platform unless it is reasonably necessary for your use of the Platform, and you warrant that you have obtained all necessary consents for us to process any personal information you submit on behalf of third parties.
9.6 EXPORT AND DELETION
(a) During the Term, and within 30 days after cancellation, you may request an export of Customer Data in a portable format we reasonably support at the time, which may include CSV, JSON or another commonly used format. Requests should be sent to privacy@buckleiq.com.au.
(b) We will use reasonable efforts to action export and deletion requests within a reasonable period, subject to technical capability, provider retention cycles, and any retention obligations under Australian law, including obligations to retain financial transaction records.
(c) After the 30-day post-cancellation export window closes, we are not required to continue providing access to Customer Data through the Platform. We may delete or de-identify active Customer Data from our production systems, except to the extent we are required or permitted to retain it under law, this Agreement, or our ordinary business record- keeping practices.
(d) Residual Customer Data may remain in encrypted backups, logs or systems operated by us or our providers until it is overwritten, deleted or otherwise aged out in accordance with applicable backup cycles, provider retention cycles and provider data processing terms. During this period, backup data is not ordinarily accessible and will not be restored except where required for disaster recovery, security, legal compliance or legitimate business continuity purposes.
(e) We may update our export, deletion and retention processes as the Platform develops, including to provide stronger export and deletion functionality once built, tested and verified.
10 INTELLECTUAL PROPERTY
10.1 OUR IP
The Platform, the Buckle AI assistant, the BuckleIQ brand, the dashboard, system prompts, configuration logic and supporting software, and all Intellectual Property Rights in them, are and remain owned by us or our licensors.
10.2 LICENCE TO YOU
We grant you a non-exclusive, non-transferable, non-sublicensable licence to access and use the Platform for your business during the Term in accordance with this Agreement. This licence ends automatically when this Agreement ends.
10.3 FEEDBACK
If you give us feedback, suggestions or feature requests, you grant us a perpetual, irrevocable, royalty-free licence to use that feedback to improve the Platform, and you will not be entitled to compensation for any ideas we incorporate.
11 THIRD PARTY SERVICES
11.1 RELIANCE ON THIRD PARTIES
The Platform interoperates with third party services, including Telegram, Xero, our AI providers (including Anthropic) and our hosting infrastructure. Your use of those third party services is governed by their own terms, and you are responsible for complying with them.
11.2 NO CONTROL
We do not control and are not responsible for the availability, accuracy or performance of third party services. If a third party service changes, is withdrawn or becomes unavailable, we may need to modify or suspend the affected part of the Platform, and to the extent permitted by law we are not liable for any resulting impact. We are explicitly not liable for any service disruptions, account suspensions, or data transmission failures caused directly by Telegram, changes to Telegram's API, or its bot automation policies
12 AVAILABILITY AND SUPPORT
12.1 AVAILABILITY
We will use reasonable efforts to keep the Platform available 24 hours a day, 7 days a week, but we do not guarantee uninterrupted access. The Platform depends on third parties and outages outside our control may occur.
12.2 SUPPORT
We provide support via Telegram and email (support@buckleiq.com.au) during Australian business hours (Perth time). We aim to acknowledge support requests within one business day and to resolve common issues within three business days. We work on critical issues (where the Platform is completely unavailable) immediately during business hours.
12.3 MAINTENANCE
We may carry out maintenance that briefly interrupts the Platform. Where reasonably possible, we will give you advance notice via Telegram or email.
13 LIABILITY
13.1 AUSTRALIAN CONSUMER LAW
Nothing in this Agreement excludes, restricts or modifies any consumer guarantee, right or remedy you have under the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) that cannot lawfully be excluded. Where we are liable for a failure to comply with a consumer guarantee that cannot lawfully be excluded and the Platform is not of a kind ordinarily acquired for personal, domestic or household use, our liability is limited, at our option, to re- supplying the Platform or paying the cost of having the Platform re-supplied.
13.2 LIMITATION OF LIABILITY
Subject to clause 13.1 and 13.4, to the maximum extent permitted by law, the total aggregate liability of each party to the other under or in connection with this Agreement, regardless of cause (including negligence) and whether in contract, tort or otherwise, is limited to the greater of $500 or the total Subscription Fees paid by you in the 12 months immediately preceding the event giving rise to the liability.
13.3 INDIRECT LOSS
To the maximum extent permitted by law, neither party is liable for any indirect, consequential, special or punitive loss, including loss of profits, loss of business, loss of revenue, loss of data or loss of goodwill, even if advised of the possibility.
13.4 CARVE-OUTS
The cap in clause 13.2 does not apply to your obligation to pay Fees that are due and payable, either party's liability for fraud or wilful misconduct, either party's liability for death or personal injury caused by negligence, or any liability that cannot lawfully be excluded or limited.
13.5 INDEMNITY
(a) You agree to indemnify, defend, and hold us (and our directors, employees, and agents) harmless against any claims, liabilities, damages, losses, fines, and expenses (including reasonable legal fees) arising out of or in connection with:
(i) your breach of your Obligations in clause 5 and the Acceptable Use policy under clause 6;
(ii) your submission of unlawful, unauthorised, or infringing Customer Data (including third-party personal information uploaded without consent); or
(iii) your failure to meet any applicable tax, legal, or regulatory obligations.
14 TERMINATION/ CANCELLATION
14.1 CANCELLATION FOR CONVENIENCE
Either party may cancel this Agreement at any time by giving the other party 30 days' written notice. You must send your cancellation request to support@buckleiq.com.au. The Platform continues to be available during the notice period and Subscription Fees remain payable for that billing period.
14.2 CANCELLATION FOR BREACH
We may terminate this Agreement by written notice if you materially breach this Agreement and do not remedy the breach within 14 days of being notified, or if you become insolvent, bankrupt or otherwise unable to pay your debts as they fall due.
14.3 EMERGENCY SUSPENSION
Notwithstanding any other provision in this Agreement, we may immediately suspend your access to the Platform without prior notice if we reasonably suspect that your account has been compromised, or is being used for malicious activity, prompt injection attempts, extreme API rate abuse, or any other activity that poses a critical security risk or threatens the stability of the Platform for us or our other customers. We will notify you of any such suspension as soon as reasonably practicable.
14.4 CONSEQUENCES OF TERMINATION
(a) When this Agreement ends:
(i) you may request an export of Customer Data within 30 days after cancellation in accordance with clause 9.6;
(ii) we may delete or de-identify active Customer Data from our production systems after the 30-day export window closes, subject to clause 9.6 and any legal, regulatory, provider or backup retention requirements;
(iii) residual Customer Data may remain in encrypted backups, logs or provider systems until it is overwritten, deleted or otherwise aged out in accordance with applicable backup cycles, provider retention cycles and provider data processing terms;
(iv) any Fees already paid are not refundable, except as required by the Australian Consumer Law; and
(v) clauses that by their nature should survive termination continue to apply, including clauses 9, 10, 13, 15, 16 and 17.
14.5 SURVIVAL
Clauses which by their nature should survive termination, including those relating to data, intellectual property, confidentiality, liability and general provisions, continue to apply after this Agreement ends.
15 CONFIDENTIALITY
Each party must keep the other party's Confidential Information confidential and use it only for purposes related to this Agreement, except where disclosure is required by law or the information is or becomes public other than through a breach of this Agreement. This obligation continues for two years after this Agreement ends.
16 GENERAL
16.1 NOTICES
Notices under this Agreement must be in writing and sent to us at operations@buckleiq.com.au and to you at the email address recorded in your Order Form. Notices are deemed received on the next business day after sending.
16.2 CHANGES TO THIS AGREEMENT
We may update this Agreement from time to time. We will give you at least 30 days' notice of any material change by email and by updating the version and effective date of this Agreement. If you do not agree to a material change, you may cancel under clause 14 before the change takes effect, with no penalty. Minor updates that do not change your rights or obligations may be made without notice.
16.3 DISPUTE RESOLUTION
Before starting any legal proceedings, both parties agree to attempt to resolve any dispute in good faith, first by email or phone and, if that does not resolve the dispute, by a video call between authorised representatives. This clause does not prevent either party from seeking urgent injunctive relief.
16.4 ASSIGNMENT
You may not assign this Agreement without our prior written consent. We may assign this Agreement to a successor entity (for example, as part of a sale or restructure) on written notice to you.
16.5 ENTIRE AGREEMENT
This Agreement, together with the Order Form and the Privacy Policy, is the entire agreement between the parties for the Platform and supersedes any previous discussions, representations or drafts.
16.6 SEVERABILITY
If any provision of this Agreement is unenforceable, it is severed and the rest of this Agreement continues in force.
16.7 NO WAIVER
A failure or delay by either party to exercise a right under this Agreement is not a waiver of that right.
16.8 GOVERNING LAW
This Agreement is governed by the laws of Western Australia, and each party submits to the non- exclusive jurisdiction of the courts of Western Australia and the courts that hear appeals from them.
16.9 FORCE MAJEURE
Neither party will be liable for any delay or failure to perform its obligations under this Agreement (except for the obligation to pay Fees) if such delay or failure is caused by an event outside its reasonable control. This includes, but is not limited to, acts of god, natural disasters, government actions, global internet or telecommunications outages, or systemic failures of third-party platforms we rely on (such as Telegram or AWS).
17 DEFINITIONS
In this Agreement, capitalised terms used in the Key Details and the Order Form have the same meaning, and the following definitions apply: Term Meaning Agreement this SaaS Agreement, including the Key Details, the agreed terms and any Order Form signed by the parties. Australian Consumer Law Schedule 2 to the Competition and Consumer Act 2010 (Cth). Confidential Information information of a party that is disclosed to or accessed by the other party in connection with this Agreement and that is marked confidential or that a reasonable person would understand to be confidential, including business plans, customer lists, pricing and source code. Customer Data data you provide to us, or that we collect or generate on your behalf in providing the Platform, including business records, financial data, photos, voice recordings, contacts and messages. Fees the Setup Fees and the Subscription Fees set out in your Order Form. GST goods and services tax as defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth). Intellectual Property Rights all current and future intellectual property rights, including copyright, trade marks, designs, patents, confidential information, system prompts, configuration logic and rights in software, whether registered or unregistered. Key Details the table of key details set out at the start of this Agreement. Order Form the written summary of your Setup Fees, Subscription Fees, tier, seat limit, Start Date and included integrations, signed by the parties and referencing this Agreement Platform the BuckleIQ admin automation assistant known as Buckle, including the Telegram interface, the integration with your Xero account, the dashboard and any related email or voice channels we make available to you. Privacy Policy our privacy policy published at https://buckleiq.com.au/privacy, as updated from time to time. Setup Fees the one-off onboarding fee set out in your Order Form, payable before the Platform is activated. Start Date the date on which this Agreement commences, as set out in the Order Form. Subscription Fees the recurring monthly fees set out in your Order Form, payable monthly in advance. Term the period for which this Agreement is in force, as described in clause 1.3.
EXECUTION
Executed as an agreement. Executed by BuckleIQ Pty Ltd (ACN 696 946 504) trading as ‘buckleIQ’ (ABN 85 696 946 504) in accordance with s 127 of the Corporations Act 2001 (Cth) Signature of Director Signature of Director / Secretary Print Name Print Name Date Date Signed by the Customer Signature Date Print Name
SCHEDULE 1 - ORDER FORM
This Order Form is issued under and incorporates the BuckleIQ SaaS Agreement. By signing below, the Customer confirms it has had a reasonable opportunity to review that Agreement and agrees to be bound by it. Where this Order Form conflicts with the Agreement, this Order Form prevails for the specific item.
KEY DETAILS
Order Form date [insert] Customer legal name [insert] ABN / ACN [insert] Customer address [insert] Key Person / contact [insert name] Contact email [insert email] Subscription tier [insert] Maximum number of users (seats) [insert] Setup Fees (one-off) $[insert] plus GST Subscription Fees (monthly, in advance) $[insert] plus GST per month Free period / trial arrangement [insert, e.g. 2 months free] Service start date [insert] Payment method Currently Airwallex Special conditions [insert, if any] Signed by Customer Signature Date Print Name