Mandate Terms of Use

Website and platform terms

1. About these Terms

These Terms of Use govern access to and use of the Mandate website, application and related services (Service). The Service is operated by ESNP PTY LTD (ABN 19 607 597 526, ACN 607 597 526), trading as Mandate HQ (Mandate, we, us or our).

If an organisation has signed an order form, master services agreement, enterprise agreement or other negotiated agreement with us, that agreement prevails to the extent of any inconsistency. Application users are also subject to the Mandate End User Licence Agreement (EULA).

2. Acceptance and authority

By accessing or using the Service, you agree to these Terms. If you use Mandate for an organisation, you confirm that you are authorised to act for that organisation or to use the Service within the permissions granted to you by its administrator.

If you do not agree to these Terms, do not use the Service.

3. The Service

Mandate is a business control and accountability platform that connects records, responsibilities, approvals, obligations, evidence and workflows across areas such as People, Assets, Documents, Finance and Company HQ.

Mandate is designed to support operational visibility, accountability and record-keeping. It is not an accounting ledger, payroll bureau, legal adviser, tax agent, employment adviser or regulatory authority.

4. Accounts, administrators and authorised users

• Each user must use their own authorised account and keep sign-in credentials secure.
• Organisation administrators are responsible for inviting users, assigning permissions and removing access when it is no longer required.
• A Person or employee record in Mandate is not automatically a login account.
• Users must not share credentials, impersonate another person or bypass access controls.
• You must promptly notify us if you reasonably suspect unauthorised account access or a security incident affecting the Service.

5. Organisation data and responsibility

As between Mandate and the customer organisation, the organisation retains ownership of the records, documents and other content it or its authorised users submit to the Service (Customer Data), subject to any rights of individuals under applicable law.

The organisation grants us a limited right to host, copy, transmit, back up, process and otherwise handle Customer Data only as reasonably necessary to provide, secure, support and improve the Service, comply with law and perform our contractual obligations.

The organisation is responsible for deciding what information it is legally entitled to collect and store, who should have access to it, and whether its users, employees, contractors or other individuals have received any notices or provided any consents required by law.

6. Acceptable use

You must not use the Service to:

• break the law or infringe another person's rights;
• gain or attempt to gain unauthorised access to accounts, organisations, data, source code or infrastructure;
• introduce malware or deliberately interfere with the security, availability or performance of the Service;
• scrape, probe or test the Service except through interfaces or security testing expressly authorised by us;
• reverse engineer, copy or reproduce protected parts of the Service except to the extent a restriction is prohibited by law;
• resell, sublicense or provide the Service to third parties unless your agreement with us expressly permits it;
• upload content you do not have the right to use or disclose; or
• use the Service in a way that is fraudulent, abusive or materially harmful to other users or organisations.

7. Subscriptions, fees and billing

Subscription fees, plan limits, billing frequency, taxes, trial terms and any minimum term are those stated in the applicable order form, checkout, pricing offer or other agreement.

We will not retrospectively change fees for a prepaid fixed subscription period unless the customer agrees. Changes for a future renewal period will be communicated with reasonable notice where required.

If an amount is overdue, we may suspend paid features after reasonable notice, except where a genuine billing dispute is being handled in good faith.

8. Third-party services and integrations

Mandate may connect with third-party products such as accounting, email, identity or other business systems. An integration operates only when an authorised organisation enables it and may require separate credentials, permissions or terms with the third-party provider.

Third-party services remain responsible for their own products, data and availability. Mandate is not responsible for a third-party service changing or discontinuing its API or service, but we will take reasonable steps to manage integrations we choose to support.

9. Service Provider Access

Where an organisation uses Mandate's Service Provider Access capability, access by an external implementation, managed-service or support provider must be authorised by the customer organisation and is subject to the permissions and scope configured for that relationship. The customer remains responsible for deciding whether to grant, vary or revoke that access.

10. AI-assisted features and automation

If AI-assisted or automated features are made available, they may help summarise, classify, suggest or surface information. Mandate's intended role is to assist people, not replace accountable human decisions. Users remain responsible for reviewing material outputs before relying on them for employment, financial, legal, safety or other significant decisions.

11. Intellectual property

Mandate, its software, source code, user interface, branding, documentation, product design and other materials supplied by us are owned by us or our licensors and are protected by intellectual property laws.

Subject to these Terms, the EULA and payment of applicable fees, we grant authorised users a limited right to access and use the Service for the organisation's internal business purposes during the subscription.

Customer Data remains the customer's data. Feedback or suggestions may be used by us to improve Mandate without obligation to pay for that feedback, provided we do not publicly identify the customer as the source without permission.

12. Privacy and security

Our handling of personal information is described in the Mandate Privacy Policy. Both parties must take reasonable steps within their control to protect account credentials and information they handle through the Service.

13. Availability, maintenance and changes

We aim to provide a reliable service but do not promise uninterrupted availability. Maintenance, internet failures, third-party outages, security events and other circumstances may affect availability.

We may improve, replace or retire features over time. For a material change that significantly reduces paid core functionality, we will use reasonable efforts to provide advance notice where practicable.

14. Beta and preview features

Features identified as beta, preview, pilot or early access may be incomplete, may change more frequently and may not have the same support or availability expectations as generally released features. We will identify such features where reasonably practical.

15. No professional advice or compliance guarantee

Mandate provides software, records, workflows and visibility. It does not provide legal, accounting, tax, payroll, employment, WHS or other professional advice and does not guarantee that an organisation will comply with every law, contract, policy or regulatory obligation.

Customers remain responsible for their business decisions, the accuracy and completeness of information they enter, and obtaining professional advice where appropriate.

16. Australian Consumer Law and warranties

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

Subject to those non-excludable rights, the Service is provided using reasonable care and skill, but we do not warrant that every feature will be uninterrupted, error-free or suitable for every business process or regulatory purpose.

17. Liability

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

Neither party is liable to the other for remote, speculative or indirect loss that was not reasonably foreseeable when the relevant obligation was entered into. This paragraph 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.

To the extent permitted by law, each party's aggregate liability arising out of or in connection with the Service in any 12-month period is limited to the greater of (a) the fees paid or payable by the Customer for the Service in the 12 months immediately before the event giving rise to the claim, and (b) AUD 10,000. This cap does not apply to liability that cannot lawfully be limited, fraud or wilful misconduct, infringement of intellectual property rights, or a breach of confidentiality or privacy obligations to the extent caused by that party. A signed customer agreement or order form may set a different liability cap.

18. Suspension

We may temporarily suspend access where reasonably necessary to protect the Service, another customer, data or security; to comply with law; or for a material breach that has not been remedied after reasonable notice where notice is practicable.

We will use reasonable efforts to limit the scope and duration of a suspension and restore access when the reason for suspension has been resolved.

19. Termination and cancellation

A customer may cancel or terminate according to its plan, order form or other agreement. Either party may terminate for a material breach that is not remedied within a reasonable cure period after written notice, or where the other party becomes insolvent and applicable law permits termination.

On termination, user access ends in accordance with the applicable agreement. Customer Data will be handled in accordance with the Privacy Policy, any agreed data-retention terms and applicable law.

20. Governing law and disputes

These Terms are governed by the laws of Queensland, Australia, subject to any law that applies regardless of this clause.

Before starting court proceedings, the parties should first try in good faith to resolve a dispute by discussing it with an authorised representative, except where urgent injunctive or protective relief is required.

21. Changes to these Terms

We may update these Terms as Mandate evolves or the law changes. We will publish the updated version and, for material changes affecting existing paid customers, provide reasonable notice. A material change will not retrospectively remove accrued rights or rewrite a fixed prepaid commercial commitment without agreement.