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Vertex Service Manager: Terms of Service

Version: [PLACEHOLDER: version number]. Last updated: [PLACEHOLDER: date]. Effective: [PLACEHOLDER: date].

These terms are between AEGIS Systems (ABN 57 128 523 477), a sole trader business owned by John Gavin, New South Wales, Australia ("we", "us", "our") and the business that signs up to use Vertex Service Manager ("you", "your", the "Company").

Please read them carefully. By creating an account, or by using the Service, you agree to these terms. If you accept on behalf of a business, you confirm you are authorised to bind that business.

1. About the Service

Vertex Service Manager (the "Service") is online software for trade service businesses, such as HVAC, refrigeration and building services. It helps you manage jobs, quotes, invoices and dispatch of technicians.

The Service is available at vertexservicemanager.com.au, vertexsm.com.au and related apps (the "Sites").

The Service is for businesses only. It is not for personal, household or domestic use.

2. Beta service

The Service is in beta. This means:

  • it is still being built and tested, and may contain errors, bugs or gaps;
  • features, plans, limits and prices may change, be added or be removed, sometimes without much notice;
  • we provide it "as is" and "as available", to the extent the law allows (see section 17 on the Australian Consumer Law);
  • there is no service level agreement (SLA) or guaranteed uptime during beta;
  • you should keep your own copies of important records, such as invoices and job notes.

We will tell you before the beta ends and explain any changes to these terms or to pricing at that time. [PLACEHOLDER: confirm whether beta use is free, discounted or paid.]

3. Key terms

  • "Company" means the business that holds the account.
  • "Admin" means a user the Company has given administrator rights.
  • "User" means any person the Company allows to use its account, such as staff, office staff and technicians.
  • "End Customer" means a customer of the Company, whose details the Company stores in the Service.
  • "Customer Data" means all data the Company or its Users put into the Service, or that the Service creates for the Company. It includes End Customer names, addresses, phone numbers, emails, job details, quotes and invoices.
  • "Add-on" means an optional paid feature, such as AI Plus or SMS.

4. Accounts and users

You must give us accurate details when you sign up and keep them up to date.

Only an Admin of the Company can invite, authorise or remove Users. We will not add Users to your account on someone else's request.

You are responsible for:

  • who you give access to, and the access level you give them;
  • everything done under your account and by your Users;
  • making sure Users follow these terms;
  • removing access promptly when a User leaves or should no longer have access.

Users must keep their login details secure and must not share them. Each User needs their own login.

Tell us promptly at [PLACEHOLDER: contact email] if you think your account has been accessed without permission.

Users must be at least 18 years old. [PLACEHOLDER: confirm minimum age, for example apprentices aged 16 or 17.]

5. Acceptable use

You and your Users must not:

  • break any law, including privacy, spam, consumer and anti-discrimination laws;
  • upload data you do not have the right to use or share;
  • send spam or messages without the consent the law requires;
  • upload viruses or harmful code;
  • try to access other customers' data, or parts of the Service you are not allowed to use;
  • test, scan or probe the Service for weaknesses without our written permission;
  • overload the Service, or use bots or scripts to get around usage limits;
  • copy, resell, sublicense or reverse engineer the Service, except where the law allows;
  • use the Service to build a competing product;
  • use AI features to create content that is unlawful, misleading, harassing or harmful.

We may suspend access if we reasonably believe these rules have been broken. See section 20.

6. Customer Data

You own your Customer Data. We do not claim ownership of it.

You give us a limited right to host, store, copy, process and send Customer Data only as needed to provide, secure, support and improve the Service, and as the law requires.

For personal information in Customer Data, you are the party in control of it (the "controller"). We handle it on your behalf and on your instructions (as a "processor" or service provider).

You are responsible for:

  • having a lawful basis and any needed consents to collect End Customer data and put it in the Service;
  • giving your End Customers any privacy notices the law requires;
  • the accuracy and legality of Customer Data;
  • answering requests from your End Customers, such as access or correction requests. We will give reasonable help where we can.

We will not sell Customer Data. We will not use it for our own marketing.

We may use de-identified and aggregated data (that does not identify you, your Users or End Customers) to run and improve the Service. [PLACEHOLDER: confirm whether this is wanted.]

Our Privacy Policy explains how we handle personal information. It forms part of these terms.

7. Plans, fees and payment

The Service is offered on these plans: Starter, Professional and Enterprise. Add-ons include AI Plus and SMS.

Prices: [PLACEHOLDER: price for each plan and add-on, and whether prices include GST].

Billing period: [PLACEHOLDER: monthly or annual, in advance].

Payments will be processed by Stripe once billing goes live. Until then: [PLACEHOLDER: how beta users are billed, if at all]. We do not store full card numbers ourselves.

Unless we say otherwise, prices are in Australian dollars (AUD). GST applies where required and we will issue tax invoices.

If a payment fails, we will tell you. If it is not fixed within [PLACEHOLDER: number] days, we may suspend paid features or the account.

You can change plans at any time. [PLACEHOLDER: how upgrades and downgrades are charged, for example pro rata.]

We will give you at least [PLACEHOLDER: 30] days' notice of a price increase. If you do not agree, you can cancel before it takes effect.

Fees already paid are not refundable, except as set out in these terms or as the law requires (including the Australian Consumer Law). [PLACEHOLDER: confirm refund approach.]

8. AI features and the AI allowance

The AI Plus add-on gives access to AI features. [PLACEHOLDER: list AI features, for example drafting quotes, job summaries.]

AI Plus is not unlimited. Each Company gets a monthly allowance of AI uses:

  • Starter: 600 AI uses per company per month;
  • Professional: 1,200 AI uses per company per month;
  • Enterprise: 2,000 AI uses per company per month.

An "AI use" means [PLACEHOLDER: define, for example one request to an AI feature].

The allowance resets on [PLACEHOLDER: the first day of each calendar month, or each billing date]. Unused AI uses do not roll over.

When the allowance runs out, AI features will stop working until it resets, unless you upgrade. [PLACEHOLDER: confirm whether extra AI uses can be bought.]

AI features use third-party AI model providers, such as Anthropic and OpenAI. To use these features, we send the relevant content, which may include Customer Data, to those providers.

[PLACEHOLDER: confirm provider settings, for example that providers do not use your data to train their models and how long they keep it.]

AI output can be wrong, incomplete or out of date. You must check it before you rely on it or send it to anyone. This matters most for prices, quotes, technical advice and safety matters. You are responsible for what you choose to use or send.

AI features do not replace a licensed technician's judgement.

9. SMS add-on

The SMS add-on is optional. Each Company must opt in to use it.

SMS can be used to send End Customers:

  • appointment reminders;
  • "technician on the way" messages;
  • links to quotes and invoices.

Price: SMS is charged at our provider's (Twilio's) cost plus 35%. Twilio charges us in US dollars. We convert the USD cost to AUD at the live exchange rate at [PLACEHOLDER: the time of sending or the time of billing], using [PLACEHOLDER: rate source]. GST applies where required.

Daily cap: each Company can send up to 200 texts a day. The day resets at [PLACEHOLDER: midnight Sydney time]. Texts over the cap will not be sent until the next day. [PLACEHOLDER: confirm whether a long message counting as more than one text counts towards the cap.]

You are responsible for complying with the Spam Act 2003 (Cth) and related rules. This includes:

  • having the End Customer's consent where it is needed;
  • making sure each message identifies your business;
  • including a working way to unsubscribe where it is needed, and acting on unsubscribe requests;
  • not sending marketing messages through the Service unless you meet the law. [PLACEHOLDER: confirm whether marketing texts are allowed at all.]

We may pause or end your SMS access if we get complaints, if your messages break the law or carrier rules, or if Twilio asks us to.

Delivery of texts is not guaranteed. Phone networks and carriers are outside our control.

10. Emails, quotes and invoices

The Service can email quotes and invoices to End Customers. These emails include a PDF attachment and a secure link to view the document online.

Emails are sent through our email provider, Resend. [PLACEHOLDER: confirm sending address or domain.]

Anyone with a secure link may be able to view that document. Links [PLACEHOLDER: expire after X days / do not expire]. You are responsible for sending documents to the correct address.

You are responsible for the content of your quotes and invoices, including prices, GST, ABN details and any terms you add.

11. Integrations and third-party services

The Service relies on, or connects to, third-party services. These include:

  • Base44 (app hosting and database);
  • Xero (accounting sync; MYOB support is planned);
  • Resend (email);
  • Twilio (SMS);
  • Stripe (payments, coming);
  • AI model providers, such as Anthropic and OpenAI (AI features);
  • Cloudflare (DNS);
  • Sentry (error monitoring, coming).

When you connect an integration such as Xero, you authorise us to send and receive data between the Service and that integration. Your use of the integration is also governed by that provider's own terms.

We are not responsible for third-party services, their availability or changes to them. If a provider changes or stops its service, we may need to change or remove an integration.

Some of these providers store or process data outside Australia. Our Privacy Policy has more detail.

12. Availability and support

We aim to keep the Service available, but during beta we do not promise any level of uptime and there is no SLA.

We may need to take the Service offline for maintenance, updates or fixes. Where practical, we will give notice.

Support is provided by email at [PLACEHOLDER: support email] during [PLACEHOLDER: support hours]. We will try to respond within a reasonable time, but we do not promise response times during beta.

We back up data [PLACEHOLDER: describe frequency and provider backups]. Backups are not a substitute for your own records.

13. Security

We take reasonable steps to protect Customer Data from misuse, loss and unauthorised access. Our Privacy Policy describes these steps.

No system is completely secure. You must also take reasonable steps, such as using strong passwords and limiting User access.

If we become aware of a data breach affecting Customer Data, we will tell you without undue delay and within [PLACEHOLDER: e.g. 72 hours] where practical. We will give you the information we reasonably can, so you can meet your own obligations under the Notifiable Data Breaches scheme.

14. Intellectual property

We (or our licensors) own the Service, the Sites, our software, design, branding and documentation, including any improvements.

We give you a non-exclusive, non-transferable right to use the Service for your business while your account is active and you follow these terms.

You keep ownership of your Customer Data and your own logos and branding. You give us a right to display your branding in the Service, for example on your quotes and invoices.

Subject to the terms of the AI providers, you can use AI output created for you in your business. [PLACEHOLDER: confirm ownership of AI output.]

15. Feedback

We welcome feedback, especially during beta. If you give us ideas, suggestions or bug reports, we may use them freely to improve the Service, without paying you or crediting you.

Feedback does not include your Customer Data.

16. Confidentiality

Each party must keep the other party's confidential information confidential and use it only for the purpose of these terms. This does not apply to information that is public, that the party already knew, or that the law requires to be disclosed.

Beta features and information we share about unreleased features are our confidential information.

17. Australian Consumer Law

Nothing in these terms excludes, restricts or changes any right or remedy, or any guarantee, warranty or other term, that cannot lawfully be excluded, including under the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)).

Where the law allows us to limit our liability for a failure to meet a consumer guarantee, our liability is limited (at our choice) to supplying the services again, or paying the cost of having them supplied again.

Subject to the above, we do not give any warranty that the Service will be error-free, uninterrupted or fit for a particular purpose, and we exclude all implied warranties to the extent the law allows.

18. Limits on liability

This section is subject to section 17.

Neither party is liable for any indirect or consequential loss, or for loss of profit, revenue, business, goodwill or data, however caused.

Our total liability to you for all claims arising from these terms or the Service is limited to the greater of:

  • the fees you paid us in the 12 months before the event that gave rise to the claim; and
  • [PLACEHOLDER: AUD amount, for example $100].

We are not liable for loss caused by:

  • your or your Users' acts or omissions, including errors in Customer Data or messages you send;
  • third-party services, internet or phone network failures;
  • AI output you choose to use without checking it;
  • events beyond our reasonable control.

These limits do not apply to liability that cannot be limited by law, or to [PLACEHOLDER: any carve-outs, for example fraud or wilful misconduct].

19. Your indemnity

You agree to compensate us for loss, costs and claims (including reasonable legal costs) arising from:

  • Customer Data, including a claim that you did not have the right to collect or use it;
  • messages you send through the Service, including any breach of the Spam Act 2003;
  • your or your Users' breach of these terms or the law.

This indemnity is reduced to the extent we caused or contributed to the loss.

20. Suspension and termination

You can cancel your account at any time by [PLACEHOLDER: how, for example in account settings or by email]. Cancellation takes effect at [PLACEHOLDER: end of current billing period].

We can suspend or end your account:

  • immediately, if you seriously breach these terms, break the law, or put the Service, other customers or End Customers at risk;
  • if you do not pay fees on time, after giving you notice;
  • with [PLACEHOLDER: 30] days' notice for any other reason, including if we end the beta or stop offering the Service. If you have prepaid for a period after the account ends, we will refund the unused part.

Sections that by their nature should continue after termination (for example Customer Data, intellectual property, confidentiality, liability and indemnity) continue.

21. Data export and deletion

You can export your Customer Data at any time while your account is active. [PLACEHOLDER: describe export formats, for example CSV and PDF.]

After your account ends, you have [PLACEHOLDER: 30] days to export your data. We can help on request. [PLACEHOLDER: any fee for assisted export.]

After that period, we will delete or de-identify Customer Data within [PLACEHOLDER: number] days, except where:

  • the law requires us to keep it; or
  • it is held in backups, which are deleted on a rolling basis within [PLACEHOLDER: number] days.

Data already sent to integrations you connected (such as Xero) is held under your account with that provider and is not deleted by us.

22. Changes to these terms

We may change these terms, for example to reflect changes to the Service, the law, or the end of the beta.

We will give you at least [PLACEHOLDER: 30] days' notice of material changes by email or in the Service. Changes needed for legal or security reasons may take effect sooner.

If you do not agree with a change, you can cancel before it takes effect. If you keep using the Service after that, you accept the change.

23. Notices

We will send notices to the email address of your account owner or Admins. You can send notices to us at [PLACEHOLDER: contact email].

24. Governing law and disputes

These terms are governed by the laws of New South Wales, Australia. Each party submits to the non-exclusive jurisdiction of the courts of New South Wales and courts that hear appeals from them.

Before starting court action (other than for urgent relief), each party will try in good faith to resolve the dispute by talking first, for at least [PLACEHOLDER: 20] business days.

25. General

  • These terms and the Privacy Policy are the whole agreement about the Service. [PLACEHOLDER: confirm whether Enterprise customers may sign a separate agreement that takes priority.]
  • If any part of these terms is invalid, the rest still applies.
  • If we do not enforce a right straight away, we can still enforce it later.
  • You cannot transfer your account or these terms without our written consent. We may transfer them to a buyer or successor of the business, including if the business changes from a sole trader to a company, and will tell you if we do.
  • Nothing in these terms creates a partnership, employment or agency relationship.

26. Contact

AEGIS Systems (ABN 57 128 523 477), a sole trader business owned by John Gavin, New South Wales, Australia.

Email: [PLACEHOLDER: contact email]. Postal address: [PLACEHOLDER: postal address].