Mandate End User Licence Agreement (EULA)

SaaS application licence for organisations and authorised users

1. Agreement

This End User Licence Agreement (EULA) governs licensed access to the Mandate application and related software services. It is between ESNP PTY LTD (ABN 19 607 597 526, ACN 607 597 526), trading as Mandate HQ (Mandate, we, us or our) and the organisation that subscribes to Mandate (Customer), together with each individual authorised by that Customer to use the application (Authorised User).

By creating an account, accepting an invitation, clicking an acceptance control or using the Mandate application, an Authorised User agrees to comply with this EULA. An Authorised User uses Mandate on behalf of, or under the authority of, the Customer.

2. Relationship with other agreements

This EULA should be read with the Mandate Terms of Use and Privacy Policy. If the Customer has a signed order form, master services agreement, enterprise agreement or other negotiated contract with us, that negotiated agreement prevails over this EULA to the extent of an inconsistency.

3. Licence grant

Subject to payment of applicable fees and compliance with the governing customer agreement, we grant the Customer a limited, non-exclusive, non-transferable licence during the subscription term to permit its Authorised Users to access and use Mandate for the Customer's internal business purposes.

The licence does not transfer ownership of Mandate or any intellectual property in the application.

4. Authorised Users

• The Customer decides which individuals may be Authorised Users and what permissions they receive.
• Each Authorised User must use an individual account and must not share sign-in credentials.
• An Authorised User must act only within the authority and permissions granted by the Customer.
• The Customer is responsible for promptly removing or adjusting access when a user's role or relationship changes.
• A Person, employee, contractor or other record stored in Mandate does not by itself create a login account or software licence.

5. Licence restrictions

Except where permitted by law or expressly agreed in writing, the Customer and Authorised Users must not:

• copy, modify, adapt or create a competing derivative product from protected parts of Mandate;
• reverse engineer, decompile or attempt to derive source code from Mandate;
• circumvent security, access, licensing or tenant-isolation controls;
• sell, rent, sublicense, white-label or provide Mandate to an unrelated third party;
• use automated scraping or extraction tools against the Service outside supported APIs or exports;
• use Mandate to introduce malware, conduct unauthorised security testing or interfere with other users; or
• use Mandate in violation of law or another person's rights.

6. Customer Data

The Customer retains ownership of Customer Data submitted to Mandate, subject to the rights of individuals and third parties under applicable law. The Customer grants us only the rights reasonably necessary to host, process, transmit, secure, back up and support Customer Data for the purpose of providing the Service and meeting our legal and contractual obligations.

The Customer is responsible for the legality, accuracy, permissions and appropriate use of Customer Data it chooses to collect or store.

7. Organisational permissions and delegated access

Mandate uses organisation-based permissions and access controls. The Customer is responsible for its administrator decisions and internal access settings.

Where the Customer authorises a service provider, implementation partner or managed-service provider to access its Mandate environment, that access remains subject to the scope and permissions the Customer grants and may be varied or revoked by the Customer in accordance with available platform controls and the relevant service arrangement.

8. Third-party integrations

Mandate may allow the Customer to connect third-party systems, including accounting or business platforms. The Customer authorises the exchange of information necessary to operate an integration when it enables that integration.

Third-party services are governed by their own agreements and privacy practices. We do not acquire ownership of third-party data merely because it is displayed or processed through Mandate.

9. Updates and changes

Mandate is a hosted service and may be updated automatically. We may add, improve, replace or retire features. For material changes that significantly reduce paid core functionality, we will use reasonable efforts to provide advance notice where practicable.

10. AI-assisted and automated features

Where enabled, Mandate may use automated or AI-assisted functionality to summarise, classify, suggest or surface information. Such features are assistive. They do not transfer decision-making responsibility from the Customer or Authorised User to Mandate.

Authorised Users must review outputs before using them for decisions that could significantly affect a person, payment, legal right, safety obligation or other material business outcome.

11. Security

We will take reasonable technical and organisational measures designed to protect the Service and Customer Data. The Customer and Authorised Users must also take reasonable steps to protect credentials, devices and internal access.

No software or cloud service is completely immune from outages, vulnerabilities or attacks. Security incidents will be handled in accordance with applicable law, our Privacy Policy and any contractual incident-response commitments.

12. Intellectual property

Mandate and its software, source code, interface, documentation, branding, product structure and related intellectual property are owned by us or our licensors. No rights are granted except the limited licence expressly stated in this EULA.

The Customer may use its own Customer Data independently of Mandate, subject to law and third-party rights.

13. Confidentiality

Each party must take reasonable steps to protect confidential information received from the other and use it only for the purpose for which it was provided, except where disclosure is authorised or required by law.

Customer Data is treated as the Customer's confidential information unless it is public through no breach of an obligation owed by us.

14. Privacy

Personal information is handled in accordance with the Mandate Privacy Policy and applicable privacy law. The Customer remains responsible for its own privacy obligations to employees, contractors, customers and other individuals whose information it chooses to place in Mandate.

15. No professional advice or compliance certification

Mandate is software for business control, records, accountability and workflow. It is not legal, accounting, tax, payroll, employment, WHS or other professional advice and does not certify that the Customer is compliant with any law or regulatory requirement.

16. Consumer guarantees

Nothing in this EULA excludes, restricts or modifies a guarantee, right or remedy that cannot lawfully be excluded, including any applicable rights under the Australian Consumer Law.

17. Responsibility for loss

To the extent permitted by law, each party is responsible for loss reasonably caused by its own breach, negligence, fraud or wilful misconduct.

Neither party is responsible for remote, speculative or indirect loss that was not reasonably foreseeable. This does not limit liability that cannot lawfully be limited, or liability arising from fraud, wilful misconduct, infringement of intellectual property rights, or a breach of confidentiality or privacy obligations to the extent caused by that party.

18. Suspension

We may suspend access where reasonably necessary to protect security or data, comply with law, address a material breach, or manage overdue undisputed fees after reasonable notice where practicable. We will use reasonable efforts to limit the suspension to what is necessary.

19. Termination and effect

The licence ends when the Customer's subscription or governing agreement ends, or when an Authorised User's access is removed.

On termination, the Authorised User must stop using the Service. Customer Data will be handled under the Customer's agreement, the Privacy Policy and applicable retention requirements. Clauses that by their nature should continue after termination, including intellectual property, confidentiality and accrued rights, survive.

20. Governing law

This EULA is governed by the laws of Queensland, Australia, subject to any law that applies regardless of this clause.

21. Changes to this EULA

We may update this EULA to reflect changes to Mandate or applicable law. For material changes affecting existing paid customers, we will provide reasonable notice. An update will not retrospectively remove accrued rights or rewrite a fixed prepaid commercial commitment without agreement.