Terms of Service

1. Acceptance of these Terms

These Terms of Service (the “Terms”) form a binding agreement between Capallo Pty Ltd (ABN 99 693 901 307) (“Capallo,” “we,” “us,” or “our”) and the entity that subscribes to or uses the Service (“Customer,” “you,” or “your”).

By accessing or using the Service, you confirm that you have authority to bind your organisation to these Terms. If you do not have such authority, or do not agree to these Terms, you must not access or use the Service.

2. Definitions

“Service”

The Capallo treasury governance platform, including the application available at app.capallo.io, our related websites, APIs, and any associated documentation or support services.

“Customer Data”

Any data, information, or content uploaded by the Customer or Authorised Users into the Customer's workspace, including policy definitions, decision records, evidence artifacts, audit trail data, and configuration data.

“Authorised User”

An employee, contractor, advisor, or other individual whom the Customer has authorised to access the Service on its behalf, in accordance with these Terms.

“Order”

An order form, online subscription, or similar ordering document executed by the Customer and Capallo that incorporates these Terms.

3. Access and accounts

Subject to these Terms and any applicable Order, Capallo grants the Customer a limited, non-exclusive, non-transferable, revocable right to access and use the Service during the subscription term solely for the Customer's internal business purposes.

The Customer is responsible for: (a) the security of its account credentials; (b) the activities of its Authorised Users; (c) ensuring Authorised Users comply with these Terms; and (d) immediately notifying Capallo of any unauthorised access or use of its account.

4. Customer ownership of workspace data

As between the Customer and Capallo, the Customer owns all right, title, and interest in and to its Customer Data. Capallo claims no ownership rights in Customer Data.

The Customer grants Capallo a non-exclusive, worldwide, royalty-free licence to host, store, transmit, display, modify (for technical purposes), and otherwise use Customer Data solely to: (a) provide and operate the Service for the Customer; (b) prevent or address technical or security issues; and (c) comply with applicable law.

Workspace continuity. The Customer's subscription, workspace, and Customer Data are contracted directly between the Customer and Capallo. Termination of any separate arrangement between Capallo and a third party (including any advisory firm, referral partner, or implementation partner) does not affect the Customer's subscription, workspace access, or use of the Service. Customers may revoke access granted to any third-party Authorised User at any time without notice or cause.

5. Acceptable use

The Customer and Authorised Users must not:

• use the Service in a manner that violates applicable law or the rights of any person;
• reverse engineer, decompile, or attempt to derive the source code of the Service, except to the extent expressly permitted by applicable law;
• probe, scan, or test the vulnerability of the Service without Capallo's prior written consent;
• access the Service to develop a competing product or for any benchmarking purposes without Capallo's prior written consent;
• interfere with, disrupt, or impose an unreasonable load on the Service;
• use the Service to send unsolicited communications, transmit malware, or store unlawful content;
• remove, obscure, or alter any proprietary notices in the Service.

6. Fees and payment

Where the Customer has executed an Order, fees, billing arrangements, and payment terms are set out in that Order. Unless otherwise stated, fees are invoiced in advance and are non-refundable. All fees are exclusive of applicable taxes, including GST, which the Customer is responsible for paying.

Capallo may suspend access to the Service if fees are more than 30 days overdue, after providing notice and an opportunity to cure.

7. Confidentiality

Each party (the “Receiving Party”) may have access to confidential information of the other party (the “Disclosing Party”). The Receiving Party will: (a) use Confidential Information only to perform its obligations under these Terms; (b) protect it with at least the same care it uses for its own confidential information of similar importance (and no less than reasonable care); and (c) not disclose it to third parties without consent, except to advisors bound by similar confidentiality obligations.

Confidential Information does not include information that is publicly available, was known to the Receiving Party prior to disclosure, was independently developed without use of the Disclosing Party's Confidential Information, or is required to be disclosed by law (subject to reasonable advance notice to the Disclosing Party where permitted).

8. Intellectual property

As between the parties, Capallo retains all right, title, and interest in and to the Service, including all related software, designs, documentation, and improvements. No rights are granted to the Customer other than as expressly set out in these Terms.

If the Customer provides feedback, suggestions, or ideas about the Service (“Feedback”), the Customer grants Capallo a non-exclusive, perpetual, irrevocable, royalty-free, worldwide licence to use that Feedback for any purpose, without any obligation to the Customer.

9. Data protection and security

Each party agrees to comply with applicable data protection laws, including the Australian Privacy Act 1988 (Cth) and, where applicable, the EU GDPR and UK GDPR. Capallo's data handling practices are described in our Privacy Policy and Security page.

Where the Customer is a controller of personal data and Capallo is a processor, the parties will enter into a Data Processing Addendum setting out the processing terms required by applicable law. The DPA is available on request from legal@capallo.io.

10. Warranties and disclaimers

Capallo warrants that the Service will perform substantially in accordance with our then-current documentation, under normal use and circumstances. The Customer's exclusive remedy for any breach of this warranty is, at Capallo's option, repair or re-performance of the affected portion of the Service.

Disclaimer. Except as expressly set out in these Terms, and to the maximum extent permitted by law, the Service is provided “as is” and “as available,” and Capallo disclaims all other warranties, express or implied, including any warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, or uninterrupted operation.

Australian Consumer Law. Nothing in these Terms excludes, restricts, or modifies any rights or remedies that the Customer has under the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) or other consumer protection laws that cannot be lawfully excluded.

Not financial advice. Capallo is a software platform. It does not provide financial product advice, taxation advice, legal advice, or audit services. The Customer is responsible for its own treasury, financial, taxation, and legal decisions, including the appropriateness of the policies, controls, and decisions executed through the Service.

11. Limitation of liability

To the maximum extent permitted by law, neither party will be liable to the other for any indirect, incidental, consequential, special, or punitive damages, including loss of profits, loss of revenue, loss of business opportunity, or loss of data, arising out of or related to these Terms or the Service, even if advised of the possibility of such damages.

Each party's total aggregate liability arising out of or related to these Terms is limited to the greater of (a) the fees paid or payable by the Customer to Capallo in the twelve (12) months preceding the event giving rise to the claim, or (b) AUD 10,000.

Nothing in this Section limits liability that cannot be excluded by applicable law, including (where applicable) liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or wilful misconduct.

12. Indemnification

The Customer will defend, indemnify, and hold harmless Capallo and its directors, officers, employees, and agents from and against any claim, demand, or liability (including reasonable legal fees) arising out of or related to: (a) the Customer's breach of these Terms; (b) the Customer's use of the Service in violation of applicable law; or (c) any Customer Data that infringes the intellectual property or other rights of a third party.

Capallo will defend, indemnify, and hold harmless the Customer from and against any third-party claim that the Service, as used in accordance with these Terms, infringes that third party's intellectual property rights, subject to: (a) prompt notice from the Customer; (b) sole control of the defence by Capallo; and (c) reasonable cooperation from the Customer.

13. Term and termination

These Terms commence on the date the Customer first accesses the Service or executes an Order, and continue for the duration of any subscription set out in an Order, unless terminated earlier in accordance with this Section.

Either party may terminate these Terms (or any Order) for material breach by the other party that remains uncured for thirty (30) days after written notice. Either party may also terminate immediately if the other party becomes insolvent or ceases to do business.

On termination: (a) the Customer's right to access the Service ends; (b) Capallo will make Customer Data available for export for a reasonable period (typically 30 days), subject to payment of any outstanding fees; and (c) the surviving provisions of these Terms will continue, including those relating to confidentiality, indemnification, limitation of liability, and dispute resolution.

14. Modifications

Capallo may update these Terms from time to time. We will provide reasonable advance notice of material changes, by email to the Customer's account administrator or by posting an update on our website. The Customer's continued use of the Service after the effective date of an update constitutes acceptance of the updated Terms.

15. Governing law and jurisdiction

These Terms are governed by the laws of New South Wales, Australia, without regard to its conflict-of-laws principles. The parties submit to the exclusive jurisdiction of the courts of that state, except that either party may seek injunctive relief in any court of competent jurisdiction.

16. General

Entire agreement. These Terms, together with any applicable Order and any incorporated documents (such as the Privacy Policy and DPA), constitute the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous agreements or understandings.

Assignment. Neither party may assign these Terms without the prior written consent of the other party, except that Capallo may assign without consent to a successor in connection with a merger, acquisition, or sale of substantially all of its assets.

Severability. If any provision of these Terms is held to be unenforceable, the remaining provisions will remain in full force and effect.

No waiver. The failure of a party to enforce a provision is not a waiver of its right to do so later.

Notices. Notices to Capallo must be sent to legal@capallo.io. Capallo's registered office postal address for service of legal documents is available on request via the same email. Notices to the Customer may be sent to the email address on the Customer's account.

17. Contact

Questions about these Terms? Contact legal@capallo.io.