This Agreement governs access to and use of Twine Biller, related portals, updates, support materials, integrations and associated services made available by Twine Apps Pty Ltd to business customers.
1. Parties, acceptance and contract structure
1.1 This Agreement is between Twine Apps Pty Ltd ACN 690 317 483, ABN 99 690 317 483 of 7 Valentine Court, Townsville QLD 4810, Queensland, Australia (Twine, we, us or our) and the person or entity that accepts it or uses the Services (Customer, you or your).
1.2 This Agreement is accepted, and becomes binding, when the Customer first does any of the following: clicks or taps an acceptance button; signs or accepts an order form, proposal, quote or online sign-up flow; creates an account; pays any Fees; or accesses or uses the Services.
1.3 If you accept this Agreement on behalf of a company, partnership, trust or other entity, you represent and warrant that you have authority to bind that entity. In that case, references to Customer, you or your mean that entity.
1.4 Any Order Form, pricing page, Portal plan, subscription screen, product specific terms, privacy notice or data sharing terms referenced in this Agreement forms part of this Agreement.
1.5 To the extent of any inconsistency, the following order of precedence applies: (a) an executed Order Form; (b) the Data Sharing Terms in relation to Shared Data; and (c) this Agreement.
2. Key definitions and interpretation
Defined term
Meaning
Authorised User
an individual authorised by the Customer to access or use the Services the Customer's account, whether as an employee, contractor or other personnel of the Customer.
Customer Data
all data, content, records and information submitted to, stored in, transm through or generated from the Services on the Customer's behalf, exclu de-identified aggregated analytics created by Twine.
Documentation
user guides, onboarding materials, support articles and technical mater that Twine makes available for the Services.
Fees
the subscription fees, implementation fees, usage fees, overage fees an
Defined term
Meaning
other amounts payable by the Customer under an Order Form, Portal p pricing page. Order Form
any proposal, quote, order form, online checkout, pricing acceptance, subscription screen or other ordering document that records the Custom subscription details.
Portal
the Twine website, product dashboard, account portal or any related int used to administer the Services.
Services
Twine Biller and any related website functionality, hosted software, sup services, integrations, updates, reports and associated services provide Twine.
Subscription Term
the period during which the Customer is entitled to access and use the Services, including any renewal periods.
Website
Twine's public websites and product pages relating to the Services, as updated from time to time.
2.1 Headings are for convenience only and do not affect interpretation.
2.2 The words includes, including and similar expressions are not words of limitation.
2.3 A reference to law includes amendments, consolidations, replacements and subordinate legislation.
2.4 The singular includes the plural and vice versa. A reference to writing includes email and notices given through the Portal where the Portal is used for notices.
3. Licence and access rights
3.1 Subject to this Agreement and payment of Fees, Twine grants the Customer during the Subscription Term a limited, revocable, non-exclusive, non-transferable and non-sublicensable right to access and use the Services and Documentation for the Customer's internal business operations.
3.2 The Services are licensed, not sold. No ownership rights in the Services, software, Documentation or Twine intellectual property pass to the Customer.
3.3 The Customer may permit Authorised Users to use the Services only within the scope of its Subscription and only for the Customer's internal business purposes. The Customer remains responsible for all acts and omissions of Authorised Users.
3.4 Twine may upgrade, modify, replace, add to or discontinue features or parts of the Services where it acts reasonably to comply with law or to maintain, improve or secure the Services. Twine will use reasonable efforts to avoid materially reducing core functionality during a paid Subscription Term without notice or a commercially reasonable substitute.
4. Accounts and user administration
4.1 The Customer must provide accurate, current and complete account information and keep it updated.
4.2 The Customer is responsible for provisioning and de-provisioning Authorised Users, setting appropriate permissions, maintaining the confidentiality of passwords and access credentials, and using available security features.
4.3 The Customer must not share login credentials between multiple natural persons except where a system or service account is expressly permitted by Twine in writing.
4.4 The Customer must promptly notify Twine of any actual or suspected unauthorised access to the Services or compromise of account credentials and must cooperate in any reasonable remediation steps.
4.5 Twine may verify account information and may suspend or refuse an account where information is materially false, misleading, incomplete or creates an unacceptable compliance or security risk.
5. Customer responsibilities and acceptable use
5.1 The Customer must use the Services only in accordance with this Agreement, the Documentation and applicable law, including privacy, consumer, tax and intellectual property laws to the extent applicable.
5.2 The Customer must not, and must not permit any third party to: (a) copy, resell, rent, lease, sublicense or otherwise make the Services available to any third party except as expressly permitted; (b) reverse engineer, decompile, disassemble or otherwise attempt to derive source code, trade secrets or underlying ideas of the Services, except to the extent that law cannot be excluded; (c) remove or obscure proprietary notices or security markings; (d) scrape, crawl, mine or harvest data from the Services other than through supported functionality or written approval; (e) interfere with the integrity, performance or security of the Services, bypass access restrictions, or test the vulnerability of the Services without Twine's written consent; (f) upload malicious code, spam, deceptive content or content that is unlawful, defamatory, infringing or harmful; (g) use the Services to build or benchmark a competing product or service; or (h) use the Services in a way that imposes an unreasonable or disproportionate load on Twine's systems or those of its suppliers.
5.3 The Customer is responsible for the accuracy, completeness and legality of Customer Data and for reviewing any invoices, reports, alerts or outputs generated by the Services before relying on them. The Services are a business tool and do not constitute legal, tax, accounting or financial advice.
5.4 The Customer is responsible for its own devices, internet connectivity, browser environment, internal approvals and business continuity arrangements, including keeping copies of critical business records as prudent business practice.
5.5 If Twine reasonably believes the Customer has breached this clause, Twine may remove affected content or suspend access in accordance with clause 12.
6. Customer Data, privacy and records
6.1 As between the parties, the Customer retains all right, title and interest in and to Customer Data.
6.2 The Customer grants Twine and its subprocessors a non-exclusive, worldwide, royalty-free licence for the Subscription Term and any reasonable wind-down period after termination to host, copy, back up, transmit, display, modify solely for technical formatting, and otherwise process Customer Data as necessary to provide, support, secure, monitor, maintain and improve the Services, to prevent fraud or misuse, and to comply with law.
6.3 Twine may generate and use de-identified and aggregated statistics, analytics and service improvement information derived from Customer Data or use of the Services, provided that such information does not reasonably identify the Customer, any Authorised User or any individual.
6.4 The Customer warrants that it has all rights, notices, consents and lawful bases required to provide Customer Data to Twine and to instruct Twine to process that data under this Agreement.
6.5 Twine's handling of Customer Data is further described in the Data Sharing Terms and any applicable privacy notice made available through the Website or Portal. If the Data Sharing Terms apply, they prevail over this Agreement to the extent of inconsistency on a data protection issue.
6.6 Twine may preserve or disclose Customer Data if required by law or if Twine reasonably believes such action is necessary to comply with legal process, protect the Services or users, investigate fraud or security concerns, or enforce this Agreement.
7. Third-party services and integrations
7.1 The Services may interoperate with third-party applications, platforms, payment services, communication tools or data sources. The Customer decides whether to enable or connect those third-party services.
7.2 If the Customer enables an integration or directs Twine to connect with a third-party service, the Customer authorises Twine to exchange Customer Data with that third party as necessary to operate the integration.
7.3 The Customer's use of any third-party service is subject to that provider's own terms and privacy practices. Twine is not responsible for third-party services or their availability, security or performance, except to the extent a loss is directly caused by Twine's breach of this Agreement.
8. Fees, billing, renewal and taxes
8.1 Fees, billing intervals and included usage limits are as stated in the applicable Order Form, Portal, pricing page or sign-up flow. Unless otherwise stated, Fees are payable in advance for each billing period.
8.2 Unless an Order Form says otherwise, each Subscription automatically renews for successive billing periods equal to the initial billing period unless the Customer cancels before the start of the next billing period.
8.3 Twine may vary Fees or pricing structure for future billing periods by giving at least 30 days notice through the Portal, Website or the Customer's account email. The revised Fees apply from the next renewal or billing period after the notice period ends.
8.4 Twine may issue invoices electronically. The Customer must pay undisputed amounts by the due date without set-off or deduction except where required by law.
8.5 If Fees remain unpaid after written notice, Twine may suspend the Services until payment is received. Suspension does not relieve the Customer of its obligation to pay accrued Fees.
8.6 Unless expressly stated otherwise, Fees are exclusive of GST and any similar taxes. The Customer must pay applicable GST in addition to the Fees where required by law. Fees are non-refundable except as expressly stated in this Agreement or required by law.
8.7 If the Customer exceeds subscription limits or purchases additional modules, users or usage-based services, Twine may charge the applicable additional fees or move the Customer to the appropriate plan on notice.
9. Support, maintenance and beta services
9.1 During a paid Subscription Term, Twine will provide standard support for the Services through the support channels published in the Website, Portal or onboarding materials.
9.2 Twine may perform planned or unplanned maintenance, emergency patches or changes to protect or improve the Services. Where practicable, Twine will give advance notice of planned maintenance likely to materially affect availability.
9.3 Unless expressly set out in an Order Form, Twine does not provide a service level agreement or guaranteed uptime commitment under this Agreement.
9.4 Trial, beta, pilot or pre-release services or features may be offered separately or as part of the Services. Those services may be changed, suspended or withdrawn at any time and are provided on an "as is" basis to the maximum extent permitted by law.
10. Intellectual property and feedback
10.1 Twine and its licensors own all right, title and interest in and to the Services, Documentation, templates, workflows, dashboards, software, know-how, methodologies, branding, updates, derivative works and all associated intellectual property rights.
10.2 Except for the limited rights expressly granted in this Agreement, no rights are granted to the Customer by implication, estoppel or otherwise.
10.3 As between the parties, the Customer owns customer-specific reports, exports and documents generated from Customer Data, but that ownership does not extend to the Services themselves or to Twine's underlying software, templates, methodologies, rules, design, database structures or de-identified analytics.
10.4 If the Customer or any Authorised User provides ideas, suggestions, enhancement requests, corrections or other feedback relating to the Services, the Customer grants Twine a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free licence to use and exploit that feedback for any purpose without restriction or compensation.
11. Confidentiality
11.1 Each party may receive Confidential Information from the other in connection with this Agreement. Confidential Information means information that is marked confidential or that by its nature a reasonable person would understand to be confidential, including Customer Data, account information, pricing, security information, product roadmaps and non-public business information.
11.2 Confidential Information does not include information that: (a) is or becomes public through no fault of the receiving party; (b) was lawfully known to the receiving party before disclosure; (c) is lawfully received from a third party without duty of confidence; or (d) is independently developed without reference to the disclosing party's Confidential Information.
11.3 The receiving party must use the disclosing party's Confidential Information only as necessary to perform or exercise rights under this Agreement and must protect it using at least a reasonable degree of care.
11.4 The receiving party may disclose Confidential Information to its affiliates, employees, contractors, advisers and subprocessors who need to know it for the purposes of this Agreement and who are bound by confidentiality obligations no less protective than this clause.
11.5 A receiving party may disclose Confidential Information to the extent required by law, court order or regulator, provided it gives prompt notice to the disclosing party where legally permitted.
12. Suspension, termination and effect of termination
12.1 The Customer may terminate this Agreement by cancelling its Subscription in the Portal or by written notice. Unless stated otherwise in an Order Form, termination by the Customer takes effect at the end of the current paid billing period.
12.2 Twine may suspend all or part of the Services immediately if: (a) the Customer fails to pay Fees; (b) the Customer breaches clause 5 or 6; (c) suspension is reasonably required to prevent security harm, fraud or unlawful activity; (d) Twine is required to do so by law or a regulator; (e) a thirdparty supplier or integration essential to the affected Services becomes unavailable; or (f) maintenance or emergency work makes suspension reasonably necessary.
12.3 Twine may terminate this Agreement immediately on notice if the Customer: (a) becomes insolvent or enters external administration; (b) uses the Services for unlawful, fraudulent or misleading conduct; or (c) repeatedly or materially breaches this Agreement and, if the breach is capable of remedy, fails to remedy it within 7 days after notice.
12.4 Twine may also discontinue the Services for convenience on at least 30 days written notice. If that occurs, Twine will refund any prepaid Fees covering the unused portion of the terminated paid Subscription Term.
12.5 On termination or expiry: (a) the Customer's rights under this Agreement end immediately; (b) the Customer must stop accessing and using the Services; (c) accrued payment obligations remain payable; and (d) Twine will handle Customer Data in accordance with the Data Sharing Terms.
12.6 The Customer should export any Customer Data it requires before the effective termination date or during any post-termination export window made available by Twine.
12.7 Clauses that by their nature should survive termination survive, including clauses concerning Fees, intellectual property, confidentiality, disclaimers, limitations of liability, indemnities, dispute resolution, governing law and retained data.
13. Warranties, disclaimers and Australian Consumer Law
13.1 Twine will provide the Services using reasonable care and skill consistent with accepted industry practice for comparable software services.
13.2 Subject to clause 13.4, and to the maximum extent permitted by law, the Services are provided on an "as is" and "as available" basis. Twine does not warrant that the Services will be uninterrupted, error-free, entirely secure, suitable for every business scenario, or free from delays caused by third-party networks or suppliers.
13.3 The Customer acknowledges that software services may contain minor defects or experience downtime from time to time, and that the Customer remains responsible for reviewing subscription data, invoice outputs and billing decisions before acting on them.
13.4 Nothing in this Agreement excludes, restricts or modifies any guarantee, right or remedy that cannot lawfully be excluded under the Competition and Consumer Act 2010 (Cth), the Australian Consumer Law or any similar applicable legislation.
13.5 If a non-excludable guarantee applies and Twine is permitted by law to limit its liability for a breach of that guarantee, Twine's liability is limited, at Twine's option, to resupplying the relevant services or paying the cost of having the relevant services resupplied. The Customer acknowledges that the Services are acquired for business purposes and not for personal, domestic or household use or consumption.
14. Limitation of liability and indemnity
14.1 To the maximum extent permitted by law, neither party is liable to the other for any indirect, incidental, special, exemplary or consequential loss, or for loss of revenue, profit, goodwill, anticipated savings, business opportunity or data, whether under statute, contract, tort or otherwise.
14.2 To the maximum extent permitted by law, Twine's aggregate liability arising out of or in connection with this Agreement, the Services or the Customer's use of the Services is limited to the total Fees paid or payable by the Customer to Twine under this Agreement in the 12 months immediately before the event giving rise to the claim.
14.3 The limitation in clause 14.2 does not apply to: (a) liability that cannot lawfully be limited or excluded; (b) the Customer's obligation to pay Fees; or (c) the Customer's indemnity obligations under clause 14.4.
14.4 The Customer indemnifies Twine and its officers, employees and contractors against third-party claims, losses, damages, liabilities, costs and expenses reasonably incurred arising from: (a) Customer Data or the Customer's instructions infringing a third party's rights; (b) the Customer's unlawful or improper use of the Services; or (c) the Customer's breach of clause 5 or 6, except to the extent caused by Twine's breach of this Agreement or negligence.
14.5 All exclusions and limitations in this Agreement apply regardless of the form of action and survive termination of this Agreement.
15. Changes to Services or Agreement
15.1 Twine may change the Services, Website or this Agreement from time to time. Changes may be notified by posting an updated version on the Website or Portal, by email, or by a prominent inproduct notice.
15.2 If Twine makes a change to this Agreement that materially and adversely affects the Customer's rights or obligations, Twine will provide at least 14 days prior notice. The Customer may stop using the Services and cancel before the change takes effect.
15.3 If the Customer continues to use the Services after the effective date of a revised Agreement, the Customer is taken to have accepted the revised Agreement.
16. General
16.1 Notices must be in writing and may be given by email to the Customer's account email address or through the Portal where the Portal supports notices. Notices to Twine may be sent to the contact details published in the Website or Portal.
16.2 The Customer may not assign or transfer this Agreement without Twine's prior written consent, not to be unreasonably withheld. Twine may assign this Agreement to an affiliate or in connection with a merger, sale, restructure or transfer of substantially all relevant assets.
16.3 Neither party is liable for delay or failure caused by events beyond its reasonable control, except for payment obligations.
16.4 This Agreement does not create a partnership, joint venture, employment, agency or fiduciary relationship between the parties.
16.5 Twine may subcontract performance of the Services, but remains responsible for its obligations under this Agreement subject to the limitations set out in this Agreement.
16.6 This Agreement, together with any Order Form and applicable supplemental terms, forms the entire agreement between the parties about the Services and replaces prior discussions or understandings on that subject.
16.7 If any provision is held invalid or unenforceable, it is severed to the minimum extent necessary and the remainder continues in force.
16.8 A waiver is effective only if in writing. Delay or failure to exercise a right is not a waiver.
16.9 This Agreement is governed by the laws of Queensland, Australia. Each party submits to the exclusive jurisdiction of the courts of Queensland and the Commonwealth courts that can hear appeals from those courts.
Schedule 1 - Service description
Service name
Twine Biller
Service type
Cloud-based subscription management and invoicing software made available on a subscription basis.
Core functions
Track, manage and bill client software subscriptions; monitor price changes, discount expiry and anomalies; create billable line items; support margin recovery, reporting and related workflow automation.
Intended users
Accounting firms, bookkeeping firms and other professional services teams managing software subscriptions on behalf of clients.
Delivery model
Hosted software accessed through a website or Portal, together with updates, support materials and approved integrations.
Related terms
Order Forms, self-serve subscription screens, pricing information, Data Sharing Terms and any privacy notice or product-specific terms made available by Twine.
