Legal
Version 3.0. Effective 30 September 2026
These Customer Terms of Service (the “Customer Terms”) describe your rights and responsibilities when using our online supplier spending and contract intelligence tools and platform (the “Services”). Please read them carefully. If you are a Customer (defined below), these Customer Terms govern your access and use of our Services and access by your Authorised Users.
These Customer Terms, any Checkout Summary subsequently accepted by Customer and any Order Form(s) (defined below) or other written agreement expressly entered into between Customer and us together form a binding contract between Customer and us (the “Contract”). “Checkout Summary” means the details and pricing displayed to and accepted by Customer when purchasing a paid subscription or additional Services through the Services interface. “Ensurva”, “we”, “our” and “us” refer to Ensurva Pty Ltd (ABN 23 687 701 631).
Please read this Contract carefully. This Contract governs Customer’s use of the Services. A person enters into the Contract on behalf of Customer by:
By accepting the Contract, that person acknowledges that: (1) they have read and understood the Contract and agree to it on behalf of Customer; (2) they are at least 18 years old and legally capable of entering into a binding contract; (3) the information provided in connection with the Contract is accurate and complete; and (4) they have authority to bind Customer to the Contract. If that person does not have that authority, or does not agree to the Contract, they must not complete the sign-up process or access the Services on Customer’s behalf.
Customer is responsible for ensuring that the persons who administer its account and purchase subscriptions, add-ons or additional Services have appropriate authority to do so. Ensurva may rely on instructions it reasonably believes are given through Customer’s account by an administrator or other person acting within Customer’s authorisation. Customer must promptly notify us of changes to that authority. We may require reasonable evidence of identity or authority before acting on a disputed instruction.
“Customer” is the Australian business or organisation that you represent in agreeing to the Contract, including a sole trader acting in the course of business. You must provide the relevant valid Australian Business Number of Customer when signing up on behalf of Customer.
Customer must nominate one or more Authorised Users to administer its account. Customer is responsible for ensuring that each administrator has appropriate authority to manage the account, including managing Authorised Users, permissions, subscriptions and add-ons. Customer may change its nominated administrators through the Services or by contacting us.
For the purposes of this Contract:
Customer Data refers to all content or information submitted or connected to the Services by or on behalf of Customer or generated by Customer through its use of the Services, including imported supplier records, documents and customer-specific reports, extracts, summaries and analyses. Customer Data does not include system-generated logs, diagnostic information, usage metrics, telemetry or other technical data generated by Ensurva in operating the Services, except to the extent they contain Customer’s source content or customer-specific outputs. Personal Information has the meaning given to personal information in the Privacy Act 1988 (Cth). Any Personal Information or Confidential Information in those records remains subject to the applicable protections under the Contract and law.
Individuals authorised by Customer to access the Services (an “Authorised User”) may submit content or information to the Services, such as supplier records or files, or may generate other content or information through the use of the Services. For example, Customer may allow access or remove access to the Services, enable or disable third party integrations and manage permissions. Since these choices and instructions may result in the access, use, disclosure, modification or deletion of certain or all Customer Data, Customer must ensure they are appropriate for its business. Customer will: (a) inform Authorised Users of all Customer policies and practices that are relevant to their use of the Services and of any settings that may impact the processing of Customer Data; (b) obtain the rights, permissions and consents, and give the notices, necessary for Customer to lawfully provide Customer Data and authorise its processing under the Contract; (c) ensure its instructions for the transfer and processing of Customer Data under the Contract are lawful; and (d) respond to and resolve any dispute with any Authorised User relating to or based on Customer Data, the Services or Customer’s failure to fulfil these obligations, except to the extent the dispute results from our breach or unlawful conduct.
Authorised Users may include Customer’s employees, officers, contractors and professional advisers, within the agreed subscription limits. Contractors and advisers may use the account only for Customer’s business. Access for another group entity requires express inclusion in the Checkout Summary or Order Form, or our written agreement. Each Authorised User must use individual credentials; credentials must not be shared to circumvent user limits. Customer must promptly remove access when authority ends and notify us of suspected unauthorised access.
A subscription gives Customer and its Authorised Users the right, during the applicable subscription term, to access and use the applicable Services through the Ensurva hosted platform in accordance with the Contract. Each Authorised User must be linked to Customer’s account to access the Services. A subscription may be procured through the Services interface or, for enterprise or negotiated customers, through an order form entered into between Customer and us (each, an “Order Form”). Customer may start the free trial by accepting these Customer Terms without providing payment details. Before Customer authorises paid Services, we will display a Checkout Summary setting out the selected plan, included functionality and usage limits, total GST-inclusive fees in Australian dollars, billing frequency, any applicable trial end date and time (including time zone), first charge date, automatic renewal and cancellation arrangements and any selected additional Services. Customer must actively accept the Checkout Summary and separately give the recurring payment authority before we charge its payment method. Adding payment details does not restart or extend the trial. Subscriptions commence as described under Payment Terms or, if no trial applies, on the date stated in the Checkout Summary or Order Form. Additional Services will only be charged where Customer has positively selected them.
During an active subscription term, Customer may add subscriptions, modules, add-ons or other Services through the Services interface at the price disclosed at the time of selection, or through an Order Form. New chargeable add-ons or Services introduced after Customer first subscribes will not be automatically added to Customer’s account or charged without Customer’s election to purchase or activate them.
The Services provide the supplier spending, contract analysis and renewal functionality included in the agreed subscription using Customer’s connected Xero records and optional shared-folder documents. Bespoke development, migration, implementation or consultancy beyond the agreed subscription is included only if expressly agreed in an Order Form specifying its scope, fees and dependencies.
We may share information about future product plans. Any such statements are expressions of present intention only and do not form part of the Contract unless expressly included in an Order Form or Checkout Summary. Customer should make purchasing decisions based on the functionality and features available at the time of purchase.
From time to time, we may make new or experimental features available on a beta, preview, trial or pre-release basis (each, a “Beta Product”). Beta Products may be incomplete, contain errors, have materially different functionality from generally available Services, and may be modified or withdrawn at any time. Unless we expressly agree otherwise, Customer should not use a Beta Product for business-critical or production activities. To the extent permitted by law, Beta Products are provided on an “as is” and “as available” basis and any service levels, uptime commitments or performance commitments applying to generally available Services do not apply to Beta Products. Nothing in this section excludes any guarantee, right or remedy that cannot lawfully be excluded. A free trial of generally available Services is not a Beta Product merely because no fee is charged.
If Customer or any Authorised User voluntarily provides us with feedback or suggestions regarding the Services, Customer grants us a perpetual, worldwide, non-exclusive, royalty-free licence to use and incorporate that feedback or those suggestions into the Services or our business without any obligation to compensate Customer or the relevant Authorised User. This licence applies only to rights Customer or the Authorised User can grant and does not authorise use or disclosure of Customer Data or Confidential Information outside the Contract.
Our Services may allow Customer to connect or enable integrations between the Services and third-party accounting, document storage, software or other products or services (each, a “Non-Ensurva Product”). Non-Ensurva Products are provided by third parties and are not part of the Services provided by us. Customer decides whether to connect, enable or use a Non-Ensurva Product. Customer’s use of a Non-Ensurva Product is between Customer and the applicable third-party provider and may be subject to that provider’s terms and privacy notices. If Customer connects or enables a Non-Ensurva Product, Customer authorises us to transmit or otherwise make available to the applicable third-party provider the Customer Data reasonably necessary to establish, operate and support the integration. To the maximum extent permitted by law, we are not responsible for the acts or omissions of a third-party provider or for that provider's use, disclosure, modification or deletion of Customer Data, except to the extent that any loss is caused or contributed to by our breach of the Contract, negligence or failure to exercise reasonable care in establishing, configuring or operating the integration. Nothing in this section excludes any guarantee, right or remedy that cannot lawfully be excluded. Non-Ensurva Products do not include providers engaged by us to perform our obligations under the Contract.
Customer must maintain the source subscriptions and permissions needed for its selected connections and reconnect when reasonably required. Source services may impose API limits, synchronisation delays and restrictions on accessible history or documents; we do not undertake to retrieve information they do not make available through the authorised connection. Xero access is read-only, initially retrieving supplier bills for the preceding 24 months and relevant contacts. While the connection remains authorised and access to the Services is active, synchronisation then occurs automatically each day without Customer having to initiate it. Synchronisation stops if Customer disconnects Ensurva in Xero or the Services, the authorisation lapses or access is locked. Shared-folder retrieval is limited to relevant supplier documents in the folder Customer selects. Google sign-in does not authorise access to mailboxes or files. Revoking a connection stops further retrieval; imported records remain subject to Data Portability and Deletion. If mailbox retrieval becomes available and Customer separately enables it, retrieval will be from a shared mailbox selected and authorised by Customer, using searches limited to Customer’s identified suppliers to retrieve relevant supplier contracts, invoices and receipts. We will disclose the access permissions and processing arrangements before Customer enables the connection.
Each party must comply with the source-provider terms applicable to it. Customer must be entitled to authorise the connection and the agreed processing; Customer’s permission does not override source-provider restrictions. We obtain any separate connection or transfer authorisation required for use of hosting and AI providers. Use and transfer of Google API data, including derived or de-identified data, must comply with the Google API Services User Data Policy and applicable Limited Use requirements.
Please review our Privacy Policy at https://ensurva.com/privacy for information about how we collect, hold, use and disclose Personal Information relating to the use and performance of our websites and Services. The Privacy Policy and the Service Providers and Data Locations page are privacy notices and do not form part of the Contract.
Customer must comply with the Contract and must take reasonable steps to ensure that its Authorised Users comply with the Contract. Customer is responsible for acts and omissions of its Authorised Users to the extent they occur through Customer’s account or under Customer’s control, except to the extent caused by our breach, negligence or a security incident for which we are responsible. We are not responsible for the content of Customer Data or Customer’s decisions about how Customer Data is stored or processed through the Services, except to the extent the Contract or applicable law provides otherwise.
Customer must take reasonable steps to keep source records accurate, complete and current in material respects, including contract amendments, renewal terms and supplier details, and promptly correct or notify us of material errors it discovers. We may use those records without independently auditing them. Customer must not knowingly supply unlawful or malicious material and must take reasonable steps to remove sensitive information, government identifiers, privileged documents and unrelated personal material before sharing, unless we have expressly agreed to a lawful necessary use with appropriate safeguards. Customer must retain copies of source records and exports needed for its business or legal recordkeeping; the Services are not a primary accounting system or statutory records archive.
If we reasonably believe there is a violation of the Contract that can be remedied by Customer removing certain Customer Data or disabling a Non-Ensurva Product, we will ordinarily ask Customer to take that action within a reasonable period. We may intervene directly where Customer does not take the requested action within that period, or where we reasonably consider immediate action necessary to prevent unlawful conduct, a material security risk or material harm to us, the Services, Authorised Users or a third party. Any action we take under this section will be reasonably proportionate to the relevant risk or breach.
For Customers that purchase our Services, fees are those displayed in the Checkout Summary or specified in an Order Form. Subscription fees are payable in advance in Australian dollars and include GST. Unless an Order Form provides otherwise, to authorise conversion to a paid subscription or activate paid Services, Customer must provide a valid credit or debit card it is entitled to use through Stripe (the “Payment Processor”). No payment method is required to start the free trial. Customer separately authorises us to instruct the Payment Processor, and authorises the Payment Processor, to verify, tokenise and securely retain the nominated payment method and automatically process subscription fees and other charges expressly agreed under the Contract, including recurring charges when Customer is not signed in. We will issue a tax invoice or receipt promptly after each charge. Customer must keep its payment details current. Stripe’s processing is subject to its applicable terms and privacy practices. We remain responsible for supply, billing and refunds. If we replace the Payment Processor, we will give reasonable notice where the change materially affects Customer and obtain fresh payment authority where required. If we agree to invoice Customer rather than charge a card, full payment must be received within fourteen (14) days after the invoice date.
A fourteen (14) day free trial begins when Customer accepts these Customer Terms, whether or not Customer subsequently logs in. No subscription fee is charged during the trial. Customer may add payment details during the trial by accepting a Checkout Summary and giving the separate recurring payment authority. Unless Customer cancels before the disclosed trial end, a paid subscription begins immediately afterwards only if Customer has accepted the Checkout Summary, given that authority and provided a valid payment method, subject to the payment failure provisions below. Otherwise, the trial ends, access is locked and no subscription fee is payable. Customer may subsequently activate paid Services by accepting a Checkout Summary and authorising payment; the paid subscription begins when the first payment succeeds, with no charge for the intervening period. We confirm the trial end date and time by email, confirm the billing details when Customer authorises paid Services, and send a reminder seven (7) days before trial expiry stating when access will end or, if paid conversion has been authorised, the charge, charge date and cancellation method.
We may change fees for an existing subscription only from a renewal date on at least thirty (30) days’ prior email notice stating the new fees, effective date and cancellation method. Customer may cancel before that renewal. No change applies during a paid subscription period or to the initial conversion price agreed for a trial. New-customer pricing may change without amending these Customer Terms or an existing Customer’s agreed fees.
Customer may withdraw authority to charge its payment method by emailing support@ensurva.com. We will stop charging that method, but withdrawal does not itself cancel the subscription or discharge amounts properly due. Payment received by Stripe on our behalf discharges the corresponding debt, subject to a lawful reversal. A disputed or reversed transaction does not itself authorise a fresh charge.
Customer should notify us at support@ensurva.com of a disputed charge as soon as reasonably practicable and, where possible, within thirty (30) days after the relevant invoice or charge. The notice should identify the disputed amount and provide reasonable details of the basis of the dispute. The parties must continue to perform their undisputed obligations while the dispute is being resolved. Customer is not required to pay, and we will not suspend the Services for non-payment of, an amount genuinely disputed in good faith, but all undisputed amounts remain payable. This notification period does not extinguish a valid claim.
The parties will first refer a billing dispute to senior representatives with authority to resolve it, who must meet or confer in good faith within ten (10) Business Days after referral. If the dispute is not resolved within a further ten (10) Business Days, either party may refer it to mediation administered by the Resolution Institute in Melbourne, Victoria before commencing court proceedings. This requirement does not prevent either party from seeking urgent interlocutory or injunctive relief or exercising a statutory right that cannot lawfully be restricted. Business Day means a day other than a Saturday, Sunday or public holiday in Melbourne, Victoria. Nothing in this process prevents a complaint to a regulator, access to a statutory tribunal or steps necessary to preserve a limitation period.
Where reasonably practicable, Customer should use this billing dispute process before initiating a chargeback. This does not limit any statutory right or any right available under the rules of Customer’s card issuer. If a chargeback is rejected, withdrawn or resolved in our favour, Customer must reimburse the reasonable, documented third-party chargeback or payment-provider fees and reasonable external legal or collection costs actually incurred by us in responding to or recovering the valid charge. Customer is not liable for those costs to the extent the chargeback arose from our error, breach of the Contract or an unauthorised charge. Ensurva is not obliged to pursue recovery of any such costs and may waive recovery of them in whole or in part.
Any credits that accrue to Customer’s account will be applied in accordance with the terms disclosed when the credit is issued. Unless those disclosed terms state otherwise, unused promotional credits expire when the applicable Contract expires or terminates, have no cash value and are not transferable. This section does not affect any refund or credit required by law or otherwise expressly payable under the Contract.
If Customer pays by invoice and an undisputed amount remains unpaid, we may suspend access to the affected paid Services once that amount is at least fourteen (14) days overdue, provided we have given Customer at least ten (10) days’ prior notice specifying the proposed suspension date and the amount remains unpaid on that date. The notice period may run during the fourteen-day overdue period.
If a renewal charge to Customer’s nominated payment method fails, we will notify Customer of the failure, how to update its payment method and the date on which retries and continued access will end. We may retry the authorised charge in accordance with applicable payment rules for up to fourteen (14) days after the first failed renewal payment, and Customer will retain access during that retry period unless another ground for suspension applies. If payment has not succeeded by the notified end of the retry period, we will cancel the subscription, lock access, stop further retries and renewals, and waive the entire unpaid renewal fee. No fee is payable for access during the unsuccessful retry period. Customer may cancel during that period through the billing portal or by emailing support@ensurva.com; cancellation then takes effect immediately, with the same waiver and cessation of retries. These waivers do not discharge separate amounts properly due for earlier subscription periods or other Services. If a renewal retry succeeds, a new paid subscription period of the agreed duration starts on the date payment succeeds, and future renewal dates are calculated from that date. No fee is charged for the intervening retry period.
If the first payment following a free trial fails, we may withhold paid access and will notify Customer of the failure and how to update its payment method. We may retry the authorised charge in accordance with applicable payment rules while Customer’s payment authority remains valid and the account remains available for reactivation. We will stop retries if Customer cancels or withdraws payment authority and, in any event, before permanent account deletion. If no payment has succeeded by that time and no paid access has been provided, we will cancel the subscription and waive the unpaid first subscription fee. If no paid access has been provided, Customer may cancel without owing that charge, and we will stop further retries. If payment succeeds, the paid subscription begins on that date, with no charge for the period when paid access was withheld. The renewal retry access arrangements above do not apply to a failed first payment.
Except for the failed renewal cancellation and fee waiver described above, suspension does not cancel the subscription or discharge fees properly due for the subscription period that began before suspension, subject to applicable refund rights. We will not renew the subscription or charge fees for a further subscription period while access remains suspended. Once outstanding undisputed amounts that have not been waived are paid and any other grounds for suspension are resolved, we will promptly restore access for the remainder of the current subscription period. If that period has expired or the subscription has been cancelled, Customer must accept the fees and commencement date for a new subscription period and authorise payment before paid access resumes. No fee is charged for the intervening period when access was locked.
Customer Data will be dealt with in accordance with Data Portability and Deletion.
We may suspend, limit or, where reasonably necessary, terminate Customer’s access to an affected Service if we reasonably believe that: (i) Customer or an Authorised User is using the Services in breach of the Contract or applicable law; (ii) the Services are being used in an unauthorised or fraudulent manner; (iii) Customer’s use threatens the security, integrity or availability of the Services or services provided to other customers; (iv) we are required by law, court order or a governmental authority to do so; or (v) there is a security incident, denial-of-service attack or disaster that creates an imminent risk to the Services, Customer’s account, Customer Data or another customer. Except where immediate action is reasonably necessary to prevent material harm or comply with law, we will give Customer notice and a reasonable opportunity to remedy the issue before suspension or termination. Any suspension or limitation will be no broader and last no longer than reasonably necessary to address the relevant issue. Any liability arising from the exercise of our rights under this section remains subject to Warranties and Liability. Nothing in this section excludes or limits any liability that cannot lawfully be excluded or limited. We will review the need for suspension and restore access promptly when its grounds cease. If suspension is not attributable to Customer or its Authorised Users, we will credit or refund prepaid fees for the affected period of unavailability.
We may use our employees, corporate affiliates and third-party contractors (the “Ensurva Extended Family”) in exercising our rights and performing our obligations under the Contract. We remain responsible for the Ensurva Extended Family’s compliance with the obligations we owe under the Contract to the extent they perform those obligations on our behalf.
As between us on the one hand, and Customer and its Authorised Users on the other, Customer retains its rights in Customer Data, subject to the rights of individuals and third parties. To the extent Customer can grant the relevant rights, Customer grants us a non-exclusive, royalty-free licence while the Contract is in effect to host, access, use, reproduce, process, analyse, generate customer-specific outputs from, transmit, store, back up and otherwise handle Customer Data only to the extent reasonably necessary to:
(a) provide, operate, maintain, secure and support the Services;
(b) prevent, investigate or address service, security, support or technical issues;
(c) comply with applicable law or a lawful request from a governmental or regulatory authority; and
(d) act in accordance with Customer’s instructions within the agreed Services.
We may permit members of the Ensurva Extended Family to process Customer Data on our behalf to the extent reasonably necessary to perform our obligations under the Contract, and we remain responsible for their compliance with the obligations we owe Customer under the Contract.
We may use system-generated operational logs, diagnostics and usage metrics to operate, secure, support and improve the Services, subject to applicable privacy law and confidentiality obligations.
Customer represents and warrants that it has all rights, permissions and consents reasonably necessary to provide Customer Data to us and to authorise us to process Customer Data in accordance with the Contract.
After expiry, termination or account lock, our licence continues only to the extent needed for the permitted retention, reactivation, export, security, deletion and legal-record purposes in Data Portability and Deletion. It ends when the relevant permitted purpose or retention period ends.
We do not use Customer Data, source-provider data or de-identified aggregates to train, fine-tune, adapt or enhance AI or machine-learning models, and do not opt in to provider training or voluntary data sharing. This does not prevent use of an existing model to process Customer Data solely for the purposes permitted by the Contract. We do not currently combine customers’ records into a retained cross-customer benchmark dataset or use them for aggregated marketing insights. Any future use of Customer Data for cross-customer benchmarking requires a separate agreement with Customer, the notices and consents required by law, and compliance with applicable source-provider restrictions. We will not use Xero-derived data for that purpose without Xero’s written confirmation.
We own and will continue to own all right, title and interest, including all Intellectual Property Rights, in and to:
(a) the Services and the Ensurva hosted platform;
(b) the software, systems, technology, processes and infrastructure used by us to provide the Services;
(c) the user guides, Help Desk materials, technical documentation and other written or online materials that we make generally available to customers describing the operation or use of the Services, as updated from time to time (“Documentation”); and
(d) any improvements, modifications, enhancements or developments of the foregoing,
excluding Customer Data and any third-party materials owned by their respective owners. Intellectual Property Rights means copyright, patents, trade marks, designs, rights in inventions, confidential information and other intellectual property rights, whether registered or unregistered, including applications and renewals.
Subject to Customer’s compliance with the Contract and payment of all applicable fees, during the trial and applicable subscription term we grant Customer a limited, non-exclusive, non-transferable (except as permitted under Assignment) and non-sublicensable right to access and use the Services, and to permit its Authorised Users to access and use the Services, solely for Customer's internal business purposes and in accordance with the Contract. The Services are provided as a hosted service. Except to the extent expressly stated in the Contract, no software or copy of the underlying software comprising the Services is supplied, transferred or licensed to Customer.
To the extent our Intellectual Property Rights are incorporated in customer-specific reports, extracts, summaries or analyses lawfully supplied to Customer through the Services, we grant Customer a perpetual, non-exclusive, royalty-free licence to retain, reproduce and use those outputs for its internal business purposes and to share them with its professional advisers for those purposes, subject to applicable third-party rights. This licence does not permit extraction or separate exploitation of our underlying software, models, templates or technology, and does not confer continued access to the Services after expiry or termination.
Except for the rights expressly granted under the Contract, no right, title or interest in the Services, the Ensurva platform, Documentation or any related Intellectual Property Rights is transferred to Customer.
Customer must not, and must not permit any Authorised User or other person to:
(a) copy, modify, adapt, translate or create derivative works of the Services or Documentation, except to the extent expressly permitted by the Contract or applicable law;
(b) sell, sublicense, lease, rent, distribute, commercially exploit or otherwise make the Services available to any third party other than Authorised Users as permitted by the Contract;
(c) reverse engineer, decompile, disassemble or otherwise attempt to discover or derive the source code, underlying structure, algorithms or non-public APIs of the Services, except to the extent that applicable law expressly permits that activity notwithstanding this restriction;
(d) bypass, disable, circumvent or interfere with any security, access-control, usage limitation or technical protection mechanism forming part of the Services;
(e) use the Services or non-public information obtained through the Services for the purpose of copying the material features or functionality of the Services or developing a materially competing service;
(f) provide a competitor of Ensurva with access to the Services for the purpose of benchmarking, copying or reverse engineering the Services or developing a materially competing service;
(g) attempt to gain unauthorised access to the Services, associated systems, networks or Customer Data;
(h) introduce malicious code, materially disrupt or overload the Services or conduct security testing without our prior written agreement;
(i) scrape or automatically extract Services content other than through an export function or interface expressly provided for that purpose;
(j) remove or obscure proprietary notices; or
(k) use the Services other than as expressly permitted by the Contract.
If an actual or threatened intellectual property claim affects the Services, we may obtain the necessary rights, modify or replace the affected functionality with materially equivalent non-infringing functionality or, if neither is reasonably available, terminate the affected subscription and refund prepaid fees for its unused period. This does not exclude accrued claims or remedies under the Contract or applicable law.
Unless an Order Form provides otherwise, Customer’s subscription has the billing frequency stated in its accepted Checkout Summary. Annual subscriptions may be selected only when offered. The paid subscription begins in accordance with Payment Terms and the payment failure provisions above and automatically renews for successive periods of the selected duration in accordance with Auto-Renewal below. The Contract remains effective until all subscriptions ordered under it have expired or been terminated, or the Contract itself terminates. Termination of the Contract terminates all subscriptions and Order Forms, subject to any provisions that survive termination.
Unless an Order Form says otherwise, paid subscriptions automatically renew for successive periods of the duration selected in the Checkout Summary, subject to the payment failure provisions above. Customer may prevent conversion from the trial or the next renewal by cancelling through the billing portal or emailing support@ensurva.com before the trial end or next renewal date. No notice period applies. Cancellation during the trial takes effect immediately, access ends and no subscription fee is payable. Cancellation during a paid subscription period takes effect at the end of that period, and access continues until then unless lawfully suspended. A cancellation notice takes effect when received, even if processed later. Voluntary cancellation does not entitle Customer to a refund for any unused part of an already paid period, subject to the Contract and applicable law. Non-use, disconnection or withdrawal of payment authority does not itself cancel the subscription. For an annual subscription, we send a renewal reminder at least thirty (30) days before renewal stating the price, renewal date and cancellation method. We may elect not to renew a subscription by giving Customer at least thirty (30) days’ notice; it will expire at the end of the then-current subscription period ending on or after that notice period.
If Customer elects to change its plan or billing frequency, we will disclose the applicable fees, timing and credits before Customer confirms the change. An agreed upgrade takes effect immediately with a pro-rata charge; a downgrade takes effect at the end of the paid subscription period. A change in usage does not of itself authorise a new charge or pricing model.
Either party may terminate the Contract on notice if the other party materially breaches the Contract and does not cure the breach within fourteen (14) days after receiving notice requiring it to do so. We may suspend or terminate an affected Service immediately where we reasonably believe its continued use is unlawful or creates a material and imminent security or safety risk, but only to the extent and for the period reasonably necessary to address that risk. Where practicable, we will give Customer notice and a reasonable opportunity to remedy the issue before suspension or termination. A failure to pay undisputed amounts is dealt with under the suspension provisions above and does not result in automatic deletion of Customer Data. Either party may also terminate on notice for an irremediable material breach by the other party.
On termination, Customer must pay fees properly accrued for Services supplied up to the effective date of termination and any other undisputed amounts then due, excluding amounts waived under the failed renewal provisions. If Customer terminates for our uncured material breach, or we terminate other than for Customer’s breach, we will refund any prepaid subscription fees attributable to the period after termination. Customer is not required to pay fees for Services not supplied after termination, except for committed fees expressly agreed in a negotiated Order Form. Termination does not affect rights and liabilities accrued before termination. If we terminate for Customer’s breach, we may apply prepaid fees against amounts properly due and reasonable substantiated loss recoverable under the Contract and must refund any remaining balance. There is no double recovery. On expiry or termination, Customer and its Authorised Users must stop accessing the Services and using the Documentation, except for an archival copy reasonably required for legal or compliance purposes. Rights in Customer Data, the continuing output licence and export rights are unaffected.
During the term, Customer may export Customer Data using the export functionality available for its Service plan. Before a scheduled account lock, or when Customer immediately cancels a trial, we provide the account owner with a secure export link. During the thirty (30) calendar day retention period described below, an authorised Customer may request export without reactivating the account or paying disputed or overdue fees, and we will provide it within five (5) Business Days following reasonable authority checks and before deletion. If Customer requests an export within that retention period, we will defer deletion of the information reasonably required to fulfil the request until the export has been provided, then delete it unless another permitted retention ground applies. After an urgent security lock, export may be delayed until safe and lawful. Exports cover source documents and customer-specific outputs in standard available formats, excluding our underlying technology, restricted third-party material and other customers’ data. Special migration work or bespoke formats require separate agreement.
We retain Customer Data and associated account and user records for thirty (30) calendar days after: (a) account lock following trial cancellation, trial expiry without paid activation or a failed first payment; (b) cancellation and account lock following an unsuccessful renewal retry period or cancellation during that period; or (c) expiry or termination of any other paid subscription, to allow reactivation and export. Unless the account is reactivated, we then delete those records from active systems, including imported documents and customer-specific outputs. A temporary security suspension during a paid subscription does not trigger irreversible deletion without notice and a reasonable opportunity to export. Collection and synchronisation stop on account lock, except as briefly needed for a secure authorised export, and whenever no longer authorised. Connection tokens are revoked and deleted when no longer authorised and on permanent deletion. Customer may request earlier deletion, subject to reasonable authority checks and lawful retention. Deletion does not itself cancel a subscription.
Ensurva-controlled backups are deleted or overwritten within a further thirty-five (35) calendar days after active-system deletion, are isolated from ordinary use and have deletions reapplied after disaster recovery. Service-provider retention can differ, including identity-provider offline backups of up to fourteen (14) months and AI-provider security or abuse-monitoring records. We give appropriate deletion instructions and take reasonable steps to restrict retained information to lawful purposes. We may retain the minimum tax, billing, transaction, acceptance, payment-authority and other records for so long as required by law or reasonably necessary for security, fraud prevention or the establishment, exercise or defence of legal claims. Retention does not permit continued customer-specific supplier intelligence or creation of new cross-customer datasets.
Any retained Personal Information will remain subject to applicable privacy law.
Customer warrants that: (a) to the best of its knowledge, information supplied by Customer in connection with the Contract is accurate; (b) Customer and its Authorised Users will not use the Services in breach of applicable law or another person’s rights; (c) the person accepting the Contract on behalf of Customer is authorised to do so; and (d) Customer has all rights, permissions and consents reasonably necessary for the lawful use and processing of Customer Data through the Services. Customer indemnifies Ensurva and its related bodies corporate, and their respective officers, employees, contractors and agents (the “Indemnified Parties”), against third-party claims and the reasonable losses, liabilities, lawfully indemnifiable fines and penalties, damages and external costs arising from: (i) Customer's or an Authorised User’s breach of the Contract or unlawful use of the Services; (ii) Customer Data infringing a third party’s intellectual property, privacy or other rights; or (iii) Customer’s or an Authorised User’s unlawful or fraudulent use of the Services. This indemnity applies only to the extent the relevant claim or loss was caused or contributed to by Customer or a person for whom Customer is responsible and does not apply to the extent caused or contributed to by an Indemnified Party. We must take reasonable steps to mitigate an indemnified loss and where practicable, give Customer prompt notice of a third-party claim and reasonable control of its defence, provided Customer does not settle a claim in a way that admits liability on our behalf or imposes non-monetary obligations on us without our consent.
Nothing in the Contract excludes, restricts or modifies any guarantee, condition, warranty, right or remedy under the Australian Consumer Law or any other law, that cannot lawfully be excluded, restricted or modified. To the extent permitted by law, all other terms, guarantees and warranties that might otherwise be implied are excluded. For services not ordinarily acquired for personal, domestic or household use or consumption, where section 64A of the Australian Consumer Law permits and it is fair and reasonable for us to rely on that limitation, our liability is limited, at our option, to supplying the services again or paying the cost of having the services supplied again. Subject to any liability that cannot lawfully be excluded or limited under the Australian Consumer Law or other applicable law, our aggregate liability arising out of or in connection with the Contract, whether in contract, tort (including negligence), statute or otherwise, is limited to the fees paid or payable by Customer to us for the affected Services in the twelve (12) months immediately preceding the event giving rise to the claim. For the purposes of this limitation, multiple claims arising from the same event or series of related events are treated as a single claim arising at the first such event, without a fresh cap for each renewal. Neither party is liable to the other for:
(a) any indirect or consequential loss; or
(b) any loss of profit, revenue, business opportunity or anticipated savings, whether direct or indirect,
except to the extent that such loss forms part of a third-party claim covered by an indemnity under the Contract or cannot lawfully be excluded. Each party must take reasonable steps to mitigate its loss, and liability is reduced to the extent the other party’s breach, negligence or wrongful act caused or increased that loss.
Ensurva assists Customer to analyse supplier spending and contracts but does not negotiate with suppliers, procure goods or services, make supplier payments or issue notices on Customer’s behalf. Customer remains responsible for supplier selection, contracts, payments and notices. We are not a party to Customer’s supplier contracts and do not warrant supplier performance. Displaying a supplier or public profile is not an endorsement or verification of its suitability, solvency or compliance.
We use existing AI models to extract, classify, analyse and summarise Customer Data. Outputs may be inaccurate or incomplete and must be checked against source records before material reliance. Contract summaries do not amend or replace the source contract. Outputs are information to assist Customer’s assessment, not legal, tax, accounting, financial or professional procurement advice. We do not guarantee any particular saving or commercial result. Customer remains responsible for obtaining advice appropriate to its circumstances and independently assessing significant decisions, including decisions affecting sole traders or individual contractors.
For renewal tracking, Customer must check recorded dates, notice periods and automatic-renewal terms against complete source contracts and amendments, keep alert recipients and settings current, maintain appropriate controls for critical deadlines and arrange timely delivery of required supplier notices. An alert is a reminder, not service of a notice. Omitted or incomplete records or disconnected sources may prevent or delay alerts. Spend comparisons and savings estimates depend on the records, dates and assumptions used; they are indicative, not supplier quotations or offers. Customer must check applicable currency, tax, term, quantities, exclusions and switching costs before acting.
A party (“Disclosing Party”) may disclose “Confidential Information” to the other party (“Receiving Party”) in connection with the Contract, which is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure including all Order Forms, as well as non-public business, product, technology and marketing information. Confidential Information of Customer includes Customer Data. If something is labelled “Confidential,” that’s a clear indicator to the Receiving Party that the material is confidential. Notwithstanding the above, Confidential Information does not include information that: (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party.
The Receiving Party will: (a) take at least reasonable measures to prevent the unauthorised disclosure or use of Confidential Information and limit access to those employees, affiliates and contractors who need to know such information in connection with the Contract; and (b) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of this Contract without the prior written consent of the Disclosing Party. Nothing above will prevent either party from sharing Confidential Information with financial and legal advisors; provided, however, that the advisors are bound to confidentiality obligations at least as restrictive as those in the Contract. Employees, affiliates and contractors receiving Confidential Information must be subject to appropriate confidentiality obligations, and the Receiving Party remains responsible for their compliance when acting on its behalf.
The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the access or disclosure.
The sections titled “Feedback is Welcome,” “Billing Disputes and Chargebacks,” “Credits,” “And What's Ours is Ours,” “Effect of Termination,” “Data Portability and Deletion,” “Warranties and Liability,” “AI Outputs and Customer Decisions,” “Confidentiality” and “Survival,” and the provisions under the general heading “General Provisions,” survive expiry or termination of the Contract to the extent necessary to give them effect. Any rights to process Customer Data following expiry or termination are limited to those reasonably necessary to give effect to the Data Portability and Deletion section, comply with applicable law or exercise or defend legal rights. The licence to retain and use customer-specific outputs survives as expressly stated under And What’s Ours is Ours.
We may identify Customer as a customer of Ensurva and use Customer's name and logo for that purpose.
Neither party will be liable for failure or delay in performing an obligation (other than a payment obligation for Services already supplied) to the extent caused by an event beyond that party’s reasonable control, which may include denial-of-service attacks, failure of a third-party hosting or utility provider, strikes, shortages, riots, fires, natural disasters, war, terrorism or governmental action. The affected party must use reasonable efforts to mitigate the effect of the event and resume performance as soon as reasonably practicable. If a force majeure event prevents a material part of the Services from being provided for more than sixty (60) consecutive days, either party may terminate the affected subscription on notice, and we will refund any prepaid fees attributable to the period after termination. Lack of funds does not excuse payment of amounts properly due.
The parties are independent contractors. The Contract does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Ensurva holds the benefit of the customer indemnity on trust for the other Indemnified Parties and may enforce it on their behalf. Otherwise, there are no third party beneficiaries to the Contract. We may supply services to other customers, including Customer’s competitors, subject to our confidentiality and data-use obligations.
Except as otherwise provided in the Contract, notices under the Contract may be given by email or, where the Contract expressly permits, through the Services. A Customer may cancel a self-service subscription using the cancellation functionality made available through the Services. Formal legal notices to Ensurva, including notices alleging material breach, indemnity claims or termination for cause, must be sent to info@ensurva.com. Notices about fee changes, material changes to these Customer Terms, annual renewals, suspension and termination will be sent to Customer’s nominated account email. Customer must keep that address current. Email is received when it becomes capable of retrieval at the nominated address, unless delivery fails. Unsubscribing from marketing does not prevent necessary service notices.
We may amend these Customer Terms from time to time where reasonably necessary to reflect changes to the Services or the manner in which we provide or operate the Services, developments in law or regulation, security requirements, or to clarify the Contract. If a change materially reduces Customer’s rights or materially increases Customer’s obligations, we will give at least thirty (30) days’ advance notice by email unless the change is required sooner by law or is reasonably necessary to address an urgent security risk. Except for urgent changes addressed below, a material change will take effect no earlier than Customer’s next renewal after the notice period. Customer may cancel the affected subscription before that renewal if it does not agree to the change. We may require Customer to affirmatively accept a materially revised Contract before further renewal or use. Changes that are administrative, clarify existing obligations, correct errors, or are beneficial to Customer may take effect on notice or posting, provided they do not materially disadvantage Customer. Any Order Form may only be amended in accordance with its terms or by agreement of the parties. If a materially adverse change must take effect during a paid subscription period because of law or an urgent security risk, Customer may terminate the affected subscription before, or within thirty (30) days after, the change and receive a refund of prepaid fees for its unused period. Fee changes are governed by Payment Terms. Changes do not retrospectively remove accrued rights or authorise expanded data uses requiring separate agreement, notices or consent.
No failure or delay by either party in exercising any right under the Contract will constitute a waiver of that right. No waiver under the Contract will be effective unless made in writing and signed by an authorised representative of the party being deemed to have granted the waiver.
The Contract will be enforced to the fullest extent permitted under applicable law. If any provision of the Contract is invalid or unenforceable, it is to be read down only to the extent necessary to make it valid and enforceable, if possible; otherwise it is severed. The remaining provisions continue in effect.
Customer must not assign or transfer the Contract or any rights or obligations under it without our prior written consent, which we will not unreasonably withhold.
We may assign our rights and transfer our obligations under the Contract, without further consent from Customer, to a related body corporate or in connection with a merger, restructure or sale of all or substantially all of the business or assets to which the Contract relates, provided the recipient assumes our obligations and the transfer does not materially reduce Customer’s rights under the Contract.
Customer consents to any novation necessary to give effect to such a transfer. We will notify Customer of the transfer and its effective date. From that date, the recipient replaces us as the contracting party, without affecting rights or liabilities accrued before that date.
Any transfer of Customer Data remains subject to applicable law and source-provider restrictions.
The Contract is governed by the laws of Victoria, Australia. The parties submit to the non-exclusive jurisdiction of the courts of Victoria and courts hearing appeals from them. This does not limit any mandatory statutory right or remedy.
The Contract, including these Customer Terms, any Checkout Summary accepted by Customer and any Order Form or other written agreement expressly entered into between Customer and us, constitutes the entire agreement between the parties concerning its subject matter and supersedes prior proposals, representations and agreements concerning that subject matter. To the extent of any inconsistency, the following order of precedence applies: (1) a negotiated Order Form or other written agreement expressly signed or accepted by both parties; (2) the Checkout Summary, but only for the selected plan, pricing, included usage, billing frequency and other commercial particulars displayed there; (3) these Customer Terms; and (4) any other document or page expressly stated in the Contract to form part of the Contract. No terms in a Customer purchase order, vendor onboarding process, web portal or other Customer document will form part of the Contract unless expressly agreed by us in writing. Nothing in this section excludes liability for misleading conduct or any right or remedy that cannot lawfully be excluded.
Please also feel free to contact us if you have any questions about Ensurva’s Customer Terms of Service. You may contact us at info@ensurva.com.