Software Agreement

Effective Date: 1 August 2026 Last Updated: 1 August 2026

Before you get started, there are a few important things we need you to read and accept.

We’ve put together these terms to outline how ArayaPRO works, what you can expect from us, and what we expect from you. We’ve kept the language as clear and straightforward as possible.

These terms form a legal agreement between you and ArayaPRO. If you’re not comfortable with any of them, unfortunately, you won’t be able to use our platform.

This Software Agreement is entered into by and between ArayaPRO Solutions Pty Ltd (ABN 47 679 637 006), a company incorporated in New South Wales, Australia, with its principal office at Level 26, 1 Bligh Street, Sydney NSW 2000 Australia (“ArayaPRO”), and the entity subscribing to the ArayaPRO Service (“Customer”).

1. Definitions

1.1. “Agreement” means these Terms & Conditions governing the use of the ArayaPRO SaaS platform.

1.2. “Service” refers to the ArayaPRO SaaS platform provided to the Customer.

1.3. “Customer” means the entity subscribing to and using the Service.

1.4. “Customer Data” refers to all data submitted by the Customer to the Service.

1.5. “Confidential Information” means any non-public information disclosed by one party to the other under this Agreement.

1.6. “Fees” refer to the payments due from the Customer for using the Service.

1.7. “Jurisdiction” means the governing legal authority as defined in Section 12.

1.8. “Subscriber” refers to the individual or entity that establishes and controls the subscription to the Service.

1.9. “Invited User” refers to an individual granted access to the Service by the Subscriber.

2. Introduction

2.1. These Terms & Conditions (“Agreement”) govern the use of the ArayaPRO SaaS platform (“Service”) by the entity subscribing to the Service (“Customer”).

2.2. By accessing or using the Service, Customer agrees to be bound by this Agreement.

3. Grant of License

3.1. Subject to compliance with this Agreement, ArayaPRO grants Customer a limited, non-exclusive, non-transferable, revocable license to access and use the Service solely for its internal business operations related to supplier management and payment monitoring.

3.2. Customer shall not sublicense, resell, or exploit the Service for commercial purposes beyond the intended use.

4. Subscription and User Access

4.1. When a Customer subscribes to the Service, they become the Subscriber and are responsible for managing and maintaining the subscription.

4.2. A Subscriber may invite additional users (“Invited Users”) to access the Service, granting them different roles and permission levels.

4.3. The Subscriber retains full responsibility for all actions of Invited Users and must ensure compliance with this Agreement.

4.4. The Subscriber can transfer, modify, or revoke access rights of Invited Users at any time.

5. Customer Obligations

5.1. Customer is responsible for maintaining the confidentiality of its account credentials.

5.2. Customer shall ensure all data submitted to the Service complies with applicable laws and does not infringe third-party rights.

5.3. Customer agrees not to engage in any activity that disrupts or compromises the security and integrity of the Service.

5.4. Customer is responsible for providing accurate and up-to-date payment information for any fees associated with the Service.

6. Data Usage & Privacy

6.1. Customer retains ownership of all data it submits to the Service (“Customer Data”).

6.2. By using the Service, Customer grants ArayaPRO a license to use, copy, transmit, store, analyse, and back up Customer Data, including personal data, for purposes of enabling Service functionality, improving and developing the Service, creating new features, providing support, and ensuring compliance.

6.3. Customer grants ArayaPRO the right to use anonymised and aggregated data derived from Customer Data for analytics, benchmarking, research, and improving the Service. Once anonymised, such data may be used for identifying business trends and developing new services.

6.4. ArayaPRO may use Customer’s contact information for direct marketing purposes, subject to opt-out provisions. Marketing communications will be conducted in accordance with applicable data protection laws.

6.5. Customer is responsible for ensuring that any personal data of third parties (such as suppliers, employees, or clients) entered into the Service complies with applicable data protection regulations. ArayaPRO processes such data on behalf of the Customer as a data processor, as outlined in the Privacy Policy.

6.6. If ArayaPRO becomes aware of a security incident affecting Customer Data, ArayaPRO will notify the Customer in accordance with applicable data protection laws. The Customer is responsible for determining whether affected parties or authorities must be notified.

6.7. Further details on data protection, retention, and deletion practices are outlined in the ArayaPRO Privacy Policy.

7. Fees and Payment

7.1. Unless the Customer is in a free trial or promotional offer period, subscription fees are required based on the selected plan. The pricing details and other terms of the subscription are outlined at the time of selection.

7.2. Trial Subscriptions: Customers may opt for a free trial subject to the terms specified at the time. If the Customer continues using the Service after the trial period, they will be billed upon the conclusion of that Trial Subscription. If the Customer chooses not to continue, their account may be deactivated.

7.3. Subscription Plans: The subscription fees are determined by the selected plan, including usage volume and any additional services. Subscription pricing, renewal, invoicing, and cancellation terms are outlined in the pricing plan. Fees may vary by region and are subject to updates, with reasonable notice provided to the Customer.

7.4. Taxes and Fees: Customers are responsible for all applicable external fees, including but not limited to VAT, GST, or withholding taxes. ArayaPRO may collect location information for tax determination.

7.5. Additional Services: Customers may access additional features or integrations that may incur extra fees, which will be communicated upon sign-up.

7.6. Timely Payments: Customers must ensure timely payments to maintain uninterrupted access to the Service. Failure to make payments may result in suspension or termination of access.

8. Service Availability and Support

8.1. ArayaPRO will use commercially reasonable efforts to maintain the availability of the Service, subject to scheduled maintenance and unforeseen technical issues.

8.2. Standard support services are provided as detailed in the Service Level Agreement (SLA).

9. Third-Party Integrations

9.1. ArayaPRO provides a range of pre-built integrations with third-party applications, including accounting software as part of the Service.

9.2. Customers may also integrate the Service with additional third-party applications at their discretion, subject to compatibility and technical requirements.

9.3. While ArayaPRO offers out-of-the-box integrations, the Customer acknowledges that third-party providers are independent entities and may have separate terms and conditions governing their use.

9.4. ArayaPRO does not guarantee the continued availability, security, or performance of third-party integrations and is not liable for any disruptions or changes made by third-party providers.

9.5. Customer acknowledges that third-party integrations may be subject to additional terms and fees from the respective third-party provider.

10. Intellectual Property

10.1. ArayaPRO retains all rights, title, and interest in and to the Service, including software, trademarks, and associated documentation.

10.2. Customer is granted no rights to ArayaPRO’s intellectual property except as expressly stated herein.

11. Confidentiality

11.1. Each party shall take reasonable steps to protect the other party’s Confidential Information from unauthorised access or disclosure.

11.2. Confidential Information shall not include information that is publicly available, independently developed without reliance on the other party’s Confidential Information, or obtained from a third party without an obligation of confidentiality.

11.3. Either party may disclose Confidential Information if required by law, regulatory authority, or court order, provided that reasonable notice (if permitted) is given to the disclosing party to contest such disclosure.

11.4. Both parties agree to use Confidential Information only for the purposes of fulfilling their obligations under this Agreement and not for any other purpose without prior written consent.

12. Security

12.1. ArayaPRO implements technical, physical, and administrative safeguards to protect Customer Data and maintain security.

12.2. ArayaPRO may introduce security features such as multi-factor authentication to enhance account security. Customers are encouraged to enable these features where available.

12.3. Customer is responsible for safeguarding their login credentials, ensuring they are not shared or used by unauthorised persons.

12.4. If Customer detects any unauthorised access or security breach, they must notify ArayaPRO immediately.

12.5. Customers must not store sensitive personal data (such as credit card details or tax identifiers) in free-form fields not explicitly intended for such data.

12.6. While ArayaPRO takes all reasonable security measures, no electronic storage method is completely secure, and absolute security cannot be guaranteed.

13. Disclaimers and Limitations of Liability

13.1. Indemnification by Customer: The Customer agrees to indemnify and hold harmless ArayaPRO, its affiliates, officers, directors, employees, and agents from any claims, damages, liabilities, costs, and expenses (including legal fees) arising from:

• The Customer’s use of the Service in violation of this Agreement or any applicable laws.
• Any third-party claim against ArayaPRO resulting from Customer Data or misuse of the Service.
• The Customer’s breach of any obligations under this Agreement, except where ArayaPRO is solely responsible for gross negligence or willful misconduct.

13.2. Disclaimer of Warranties: The Service is provided on an “as is” and “as available” basis. To the maximum extent permitted by law, ArayaPRO disclaims all express or implied warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, and uninterrupted or error-free operation.

13.3. Limitation of Liability:

• ArayaPRO shall not be liable for any indirect, incidental, consequential, punitive, or special damages (including loss of profits, revenue, business opportunities, goodwill, data, or anticipated savings) arising from or related to this Agreement.
• For any loss or corruption of data, ArayaPRO’s liability is limited to reasonable efforts to restore lost data from available backups.
• Total aggregate liability: ArayaPRO’s total cumulative liability to the Customer, whether in contract, tort (including negligence), or otherwise, shall not exceed the total amount paid by the Customer for the Service in the 6 months preceding the event giving rise to the claim.
• These limitations of liability shall not apply in cases where liability cannot be legally excluded or limited, such as instances of fraud, gross negligence, or intentional misconduct by ArayaPRO.

14. Termination

14.1. The Customer’s subscription continues for the period covered by the subscription fee paid or payable.

14.2. At the end of each billing period, this Agreement automatically renews for the same duration as the previous period, provided that the subscription fees continue to be paid.

14.3. The Customer may terminate their subscription at any time by providing ArayaPRO with one month’s written notice. The Customer remains responsible for all fees up to and including the termination date.

14.4. ArayaPRO may terminate the Customer’s subscription by providing one month’s written notice.

14.5. ArayaPRO reserves the right to terminate or suspend access to the Service immediately if:

• The Customer breaches any provision of this Agreement and fails to remedy the breach within 14 days of notification.
• The breach is not capable of being remedied.
• The Customer becomes insolvent, enters liquidation, has a receiver or manager appointed, or makes an arrangement with creditors.

14.6. If the Customer fails to pay subscription fees, ArayaPRO will take reasonable steps to notify the Customer of non-payment. If payment is not received within seven (7) days, ArayaPRO may suspend the subscription. If payment is not received within fourteen (14) days, ArayaPRO may terminate the subscription. Reactivation may be possible upon full payment of outstanding fees.

14.7. No refunds will be provided if the Customer terminates their subscription or if ArayaPRO terminates it due to a breach.

14.8. Upon termination, access to the Service will be revoked. Anonymised Customer Data may be retained for statistical or service improvement purposes, in accordance with the ArayaPRO data retention policy.

15. Governing Law and Dispute Resolution

15.1. This Agreement shall be governed by the laws of New South Wales, Australia.

15.2. Any disputes shall be resolved through good faith negotiations. If unresolved, disputes shall be submitted to arbitration in New South Wales, Australia.

16. General Provisions

16.1. This Agreement constitutes the entire agreement between the parties regarding the Service.

16.2. No waiver of any provision shall be effective unless in writing and signed by an authorised representative.

16.3. If any provision of this Agreement is held to be unenforceable, the remaining provisions shall remain in full force.

16.4. ArayaPRO reserves the right to update these Terms & Conditions upon notice to the Customer.

17. Contact Information

For any questions regarding this Agreement, please contact ArayaPRO at info@arayapro.com.