Last Updated: 25 September 2026

Welcome to Broad Reach Bookings. These Terms of Service ("Terms") constitute a legally binding agreement between you ("Subscriber", "you", or "your") and MBFA Pty Ltd trading as Broad Reach Bookings ("Company", "we", "us", or "our"), governing your access to and use of the Broad Reach Bookings platform, software, website, and associated services (collectively, the "Services").

These Terms also constitute the End User License Agreement (EULA) governing your use of the Services and any associated software.

By registering for an account, signing up, or purchasing a subscription, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms.

1. Provision of Services

1.1 Licence

Subject to your compliance with these Terms and payment of all applicable fees, we grant you a limited, revocable, non-exclusive, non-transferable, and non-sublicensable licence to access and use the Services solely for your internal business operations during the Subscription Term, including:

(i) managing your course inventory, vessels, and resources;
(ii) managing your customer database; and
(iii) processing electronic bookings by your customers.

1.2 Restrictions

You shall not (and shall not permit any third party to):

(a) Copy, modify, adapt, translate, or otherwise create derivative works of the Services;

(b) Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Services;

(d) Use the Services to develop a competing product or service;

(e) Access or use the Services in any way intended to avoid incurring Subscription Fees or exceeding usage limits;

(f) Remove, obscure, or alter any proprietary notices, labels, or marks on the Services;

(g) Use any automated means (including bots, scrapers, or crawlers) to access or collect data from the Services; or

(h) Use the Services in any manner that violates applicable laws or regulations.

1.3 User Accounts and Sharing

Each user account is strictly personal and must be used by only one individual. You must not share login credentials, passwords, or account access with any other person, and you are responsible for keeping your credentials confidential and secure. You may create accounts for your staff and other authorised personnel as reasonably required to operate your business, but each account must be used by a single named individual and must not be shared between people. You are responsible for all activity that occurs under your accounts. Any abuse of this policy, including but not limited to credential sharing or allowing unauthorised persons to access the Services through your accounts, constitutes a material breach of these Terms. In such an event, we reserve the right to immediately suspend or terminate the affected accounts and/or your access to the Services.

1.4 Acceptable Use

You must use the Services only for lawful purposes and in accordance with these Terms. Without limiting the generality of Section 1.2, you shall not:

(a) Upload, transmit, or store any material that is unlawful, infringing, defamatory, obscene, or harmful;

(b) Introduce viruses, malware, or any other technologically harmful material;

(c) Attempt to gain unauthorised access to the Services, other accounts, or any systems or networks connected to the Services;

(d) Impersonate any person or entity, or misrepresent your affiliation with any person or entity; or

(e) Use the Services to send unsolicited commercial communications (spam).

1.5 Service Availability

We do not guarantee that the Services will be available at all times. We may suspend access to the Services for maintenance, updates, or other operational reasons. We will use commercially reasonable efforts to provide advance notice of planned downtime, but we shall not be liable for any unavailability of the Services, whether scheduled or unscheduled.

1.6 AI-Assisted Features

(a) The Services may include artificial intelligence and machine learning features ("AI Features"), such as suggested responses, data enrichment, analytics summaries, document analysis, and other automated or semi-automated outputs ("AI Outputs").

(b) No Guarantee of Accuracy: AI Outputs are generated by automated systems and are provided on an "as is" basis for informational and convenience purposes only. We do not warrant, represent, or guarantee that AI Outputs will be accurate, complete, current, reliable, or error-free. AI Outputs may contain inaccuracies, omissions, or hallucinated information.

(c) No Professional Advice: AI Outputs do not constitute legal, financial, maritime, regulatory, or any other form of professional advice. You must not rely on AI Outputs as a substitute for independent professional judgement, due diligence, or expert consultation.

(d) Your Responsibility: You are solely responsible for reviewing, verifying, and validating all AI Outputs before relying on, acting upon, or incorporating them into any business decision, communication, or document. Any reliance on AI Outputs is entirely at your own risk.

(e) Third-Party AI Providers: To deliver AI Features, we may transmit portions of your Subscriber Data (including contact information, booking details, notes, communications, and documents you input into the Services) to third-party AI service providers for processing. These providers are bound by contractual obligations regarding data security and confidentiality. By using AI Features, you consent to the transmission of relevant Subscriber Data to these providers for the purpose of generating AI Outputs. Further details regarding AI data processing are set out in our Privacy Policy.

(f) AI Provider Terms: Third-party AI service providers operate under their own terms and conditions. We are not responsible for the performance, availability, or conduct of any third-party AI provider.

(g) Limitation of Liability for AI Outputs: Without limiting Section 7 (Limitation of Liability), we shall not be liable for any loss, damage, claim, or expense arising from or related to your use of or reliance on AI Outputs, including but not limited to decisions made, actions taken, or communications sent based on AI Outputs.

(h) Opting Out: Where the Services provide the ability to disable or limit AI Features, you may do so through your account settings. Certain core AI Features may not be individually disableable without affecting other functionality of the Services.

1.7 Self-Service Model and Support

(a) The Services are provided on a self-service basis. You are solely responsible for configuring, setting up, and managing the Services for your business needs, including onboarding users, importing data, configuring integrations, and learning how to use the platform's features.

(b) No Included Support: Your Subscription Fees do not include any setup assistance, training, onboarding, configuration, migration, customisation, or technical support services. We are under no obligation to provide any support or assistance in connection with your use of the Services.

(c) Discretionary Support: We may, at our sole and absolute discretion, choose to respond to support enquiries, provide guidance, or offer assistance from time to time. Any such assistance is provided on a goodwill basis only and does not create any obligation, entitlement, or expectation of ongoing or future support.

(d) Paid Support: Any request for support, assistance, training, configuration, migration, troubleshooting, or other services beyond self-service use of the platform may, at our sole discretion, be charged at our then-current hourly or project-based rates. We will advise you of applicable charges before commencing any paid support work, and you agree to pay such charges in accordance with Section 6 of these Terms.

(e) Documentation: We may make self-service documentation, knowledge base articles, guides, or tutorials available to assist you in using the Services. Such documentation is provided for convenience only and may not be comprehensive or current. We are not obligated to maintain, update, or provide any documentation.

1.8 Third-Party Integrations

(a) The Services may offer integrations with third-party platforms and services that you connect using your own account with the provider, including but not limited to payment providers (e.g. Stripe), calendar services (e.g. Google Calendar), SMS and messaging providers (e.g. Twilio), accounting platforms (e.g. Xero, QuickBooks Online), electronic signature providers, document management systems, and your own email server or email service account where you choose to connect one in place of ours (collectively, "Third-Party Integrations"). Services that we deliver through third-party providers under our own accounts are not Third-Party Integrations; they are Platform Delivery Services under Section 1.8(j).

(b) Your Own Accounts Required: Third-Party Integrations require you to maintain your own active accounts, subscriptions, and licences with the applicable third-party providers, at your own cost. Except for the Platform Delivery Services described in Section 1.8(j), we do not provide, include, or subsidise access to any third-party service as part of your Subscription Fees.

(c) Platform-Level Configuration: Certain Third-Party Integrations may require platform-level credentials or application registrations (such as OAuth client IDs, integration keys, or API keys) to be configured by us before you can connect your account. Where we configure such platform-level credentials, we do so solely to facilitate the integration and do not thereby become a party to, or assume any responsibility for, your relationship with the third-party provider.

(d) Connection and Authorisation: When you connect a Third-Party Integration, you may be redirected to the third-party provider's website to sign in and grant consent. By authorising the connection, you consent to the transmission of relevant Subscriber Data (including but not limited to contact information, documents, and transaction details) between the Services and the third-party provider as necessary to operate the integration.

(e) Third-Party Terms: Your use of each Third-Party Integration is subject to the third-party provider's own terms of service, privacy policies, acceptable use policies, and any applicable usage limits or fees. You are solely responsible for reviewing and complying with those terms. We are not a party to any agreement between you and any third-party provider.

(f) No Warranty: We do not warrant, represent, or guarantee that any Third-Party Integration will be available, uninterrupted, error-free, compatible with your third-party account, or fit for any particular purpose. Third-party providers may change, deprecate, rate-limit, suspend, or discontinue their APIs, services, or pricing at any time without notice to us.

(g) Credential Storage: Where you provide credentials, tokens, or API keys to enable a Third-Party Integration, we will store such credentials using commercially reasonable security measures. You are solely responsible for the security of your third-party account credentials prior to providing them to us, and for revoking access through the third-party provider if you no longer wish the integration to operate.

(h) Limitation of Liability for Third-Party Integrations: Without limiting Section 7 (Limitation of Liability), we shall not be liable for any loss, damage, claim, or expense arising from or related to: (i) the unavailability, malfunction, or discontinuation of any third-party service; (ii) changes to a third-party provider's APIs, terms, pricing, or policies; (iii) any action taken or not taken by a third-party provider in relation to your account or data; (iv) data loss, corruption, or unauthorised access occurring within or caused by a third-party service; or (v) your failure to maintain an active and properly configured account with the third-party provider.

(i) Removal or Modification: We may add, modify, or remove support for any Third-Party Integration at any time at our sole discretion, with or without notice. We shall not be liable for any impact on your workflows or business operations resulting from such changes.

(j) Platform Delivery Services: Some parts of the Services are delivered through third-party providers under accounts that we hold, not accounts that you hold ("Platform Delivery Services"). They currently comprise: (i) delivery of booking confirmations, reminders, password resets, and other transactional email (currently through SendGrid), unless you have connected your own email server or email service account; (ii) the sending of Marketing Messages, as set out in Section 1.13; and (iii) the third-party AI service providers described in Section 1.6(e). You do not need an account of your own with the provider of a Platform Delivery Service, and Sections 1.8(b), 1.8(d), 1.8(e), and 1.8(g) do not apply to it. Sections 1.8(f), 1.8(h)(i) to (iv), and 1.8(i) apply to Platform Delivery Services as they apply to Third-Party Integrations. We may change, add, or replace the provider of any Platform Delivery Service at any time. Any usage charges for a Platform Delivery Service are payable in accordance with your subscription plan and Section 6.

(k) Provider Rules Apply to You: You must use each Platform Delivery Service in accordance with these Terms and with the acceptable use policy and service terms of the provider through which we deliver it, as if you were a party to them. Those accounts are ours and carry the messages of other subscribers, so a breach of those terms by you may lead the provider to restrict or suspend a service that other subscribers rely on, and is a material breach of these Terms. Without limiting Section 10.2, we may limit, pause, or suspend your use of a Platform Delivery Service, leaving the remainder of the Services available to you, where we reasonably believe your use threatens the reputation or continued availability of an account used by us or by other subscribers. Section 1.13 sets out further rules that apply to Marketing Messages.

(l) Errors in Integration Software: The software by which the Services connect to, send instructions or data to, and receive data from a Third-Party Integration or Platform Delivery Service is provided as part of the Services and may contain errors or defects. To the maximum extent permitted by law, and without limiting Section 7 (Limitation of Liability), we shall not be liable for any loss, damage, claim, or expense arising from any such error or defect, however caused, including by our negligence, and including any error or defect that causes a payment, charge, refund, surcharge, fee, invoice, credit note, contact, or other record to be created, sent, duplicated, altered, omitted, or deleted in a third-party service, or to be made for the wrong amount, against the wrong party, or at the wrong time.

1.9 Default Templates and Sample Legal Content

(a) Convenience Only: The Services may include default templates and sample content for participant waivers, liability releases, medical declarations, customer terms and conditions, certificates, email communications, and other documents (collectively, "Default Templates"). Default Templates are provided as a convenience to help you get started and are not a substitute for legal advice tailored to your business, jurisdiction, activities, vessels, or participants.

(b) No Legal Review or Endorsement: We have not assessed, reviewed, or verified any Default Template for legal validity, enforceability, completeness, or suitability for any purpose. We are not a law firm and do not provide legal services. Nothing in the Services, including any Default Template, constitutes or should be construed as legal advice.

(c) No Warranty or Representation: We make no representation, warranty, or guarantee, express or implied, that any Default Template: (i) is legally valid or enforceable in your jurisdiction or in the jurisdiction of any participant, customer, or counterparty; (ii) complies with any applicable law, regulation, code, or industry standard (including consumer protection, work health and safety, sports and recreation, and maritime regulations); (iii) is sufficient to protect you, your business, your staff, your vessels, or your participants from any claim, loss, or liability; (iv) is fit for any particular purpose; or (v) reflects the current state of the law from time to time.

(d) Your Responsibility: You are solely responsible for: (i) reviewing every Default Template in full before using it; (ii) obtaining independent legal advice from a qualified lawyer in each jurisdiction in which you operate or in which your participants reside; (iii) customising the Default Template to reflect your business, parties, activities, vessels, jurisdiction, and any applicable regulatory regime; (iv) keeping the resulting document current as the law and your business evolve; (v) ensuring the document is presented to and validly signed by the correct counterparty (including, where required, a legal guardian or other authorised signatory); and (vi) retaining executed copies, signatures, timestamps, and audit trails for the period required by law.

(e) Counterparty Relationship: Where a Default Template (or any document derived from one) is used to govern the relationship between you and a participant, customer, or other third party, you acknowledge and agree that the legal relationship created by that document (if any) is between you and that third party. Broad Reach Bookings is not a party to any such waiver, release, declaration, agreement, terms, or other document, regardless of whether it originated from a Default Template or was hosted, transmitted, signed, recorded, or stored through the Services. You must not represent or imply to any participant or customer that Broad Reach Bookings is a party to, guarantor of, or otherwise responsible under any such document.

(f) Indemnification: You agree to fully indemnify, defend, and hold harmless Broad Reach Bookings, its officers, directors, employees, agents, successors, and assigns from and against any and all claims, demands, proceedings, liabilities, damages, losses, costs, and expenses (including legal fees on a full indemnity basis) arising out of or in any way connected with: (i) your use of, or modification of, any Default Template; (ii) any deficiency, inaccuracy, omission, ambiguity, unenforceability, or non-compliance of any Default Template or any document derived from one; (iii) any injury, illness, death, loss, or damage suffered by any participant, customer, or third party in relation to activities for which a Default Template was used; (iv) any failure by you to obtain appropriate legal advice or to customise a Default Template for your circumstances; or (v) any reliance by you, your staff, your participants, or any third party on the contents of a Default Template.

(g) Modifications by You: Any modification, customisation, translation, or combination you make to or with a Default Template is your own work product. The disclaimers and indemnities in this Section 1.9 apply with equal force to such modified versions to the extent they incorporate or are derived from any Default Template.

(h) Removal: We may add, modify, withdraw, or replace any Default Template at any time at our sole discretion, with or without notice. We are under no obligation to maintain, update, or improve any Default Template, and we shall not be liable for any impact on your operations resulting from such changes.

1.10 Payment Records, Reconciliation, and Surcharges

(a) Records, Not Money Movement: Except to the extent that funds are actually processed by a connected payment provider under your own account with that provider, the payment, refund, credit, surcharge, fee, and balance figures held in the Services are records of transactions entered, imported, matched, or accepted by you or your staff. Recording a payment in the Services does not itself move, collect, hold, or transmit money, and does not oblige us to collect any amount from any customer on your behalf.

(b) Human Error and Duplicate Records: You acknowledge that features which record, import, match, link, edit, or delete payments — including matching a payment to a payment provider transaction, applying a payment across multiple bookings or participants, recording refunds, and applying surcharges or processing fees — can produce duplicate, missing, misapplied, or otherwise incorrect records if they are not used correctly, or as a result of an error or defect in the Services. In particular, a duplicated payment record may overstate the amount a customer has paid and cause an outstanding balance to be understated or shown as settled, with the result that you collect less money than you are owed. Conversely, an omitted or unmatched payment record may cause you to pursue a customer for an amount already paid, or to issue a refund in error.

(c) Your Responsibility to Reconcile: You are solely responsible for reconciling the records held in the Services against your own bank statements, payment provider dashboards and settlement reports, and accounting records, at a frequency appropriate to your business and in any event before relying on any figure for the purposes of collection, refund, remittance, financial reporting, or tax. You must not treat any balance, total, report, or export produced by the Services as a verified statement of amounts received, owed, or outstanding.

(d) Surcharges and Fees: Where the Services calculate, display, add, or record a payment surcharge, processing fee, or similar amount, you are solely responsible for ensuring that the amount, its disclosure to your customer, and the basis on which it is charged comply with all applicable law (including surcharging, consumer protection, and card scheme rules in each jurisdiction in which you operate) and with your agreements with your payment provider and your customers. We do not advise on, and do not warrant, the legality, accuracy, or recoverability of any surcharge or fee.

(e) Use at Your Own Risk: You use the payment recording, matching, reconciliation, surcharge, and fee features at your own risk. To the maximum extent permitted by law, and without limiting Section 7 (Limitation of Liability) or Section 1.8(l), we shall not be liable for any under-collection, over-collection, duplicated or missed payment, refund made in error, understated or overstated balance, unrecovered debt, chargeback, penalty, or other loss arising from or related to the entry, import, matching, editing, deletion, or interpretation of payment records in the Services, however caused, including by any error or defect in the Services. Your indemnity in respect of these features is set out in Section 9.4.

1.11 Accounting Integrations

(a) Scope: Where you connect an accounting platform (including Xero and QuickBooks Online) to the Services, the Services may create, update, match, void, or link invoices, credit notes, payments, contacts, accounts, tax rates, and related records in your accounting platform, and may read such records back for display or reconciliation.

(b) Configuration Is Yours: You are solely responsible for the configuration of each accounting integration, including account and ledger mappings, tax rates and codes, tracking categories, clearing accounts, invoice numbering, dates and accounting periods, currency settings, and which records are synchronised. Incorrect configuration can post records to the wrong account or period, apply the wrong tax treatment, or create duplicate or unmatched entries in your accounting platform.

(c) Duplicates and Divergence: You acknowledge that a synchronised record may be duplicated, omitted, or diverge from the corresponding record in the Services — including as a result of human error, an error or defect in the Services, records edited or deleted directly in the accounting platform, retries, connection loss or re-authorisation, restoring or re-importing data, changes to third-party APIs, or the use of more than one integration, import, or manual entry method for the same transactions. Duplicate or divergent records may misstate your revenue, tax, receivables, and the amounts owed to you.

(d) Not Accounting or Tax Advice: The Services are not an accounting, bookkeeping, audit, or tax compliance product, and nothing produced by an accounting integration constitutes accounting, financial, or tax advice. You remain solely responsible for the accuracy and completeness of your books and records, for reviewing every synchronised record, and for the preparation, accuracy, and lodgement of all financial statements, returns, and reports. You must have your records reviewed by a qualified accountant or bookkeeper before relying on them for any statutory, tax, lending, or reporting purpose.

(e) Use at Your Own Risk: You use the accounting integrations at your own risk. To the maximum extent permitted by law, and without limiting Section 7 (Limitation of Liability), Section 1.8(h), or Section 1.8(l), we shall not be liable for any loss, damage, penalty, interest, professional fee, restatement cost, or other expense arising from or related to records created, updated, matched, duplicated, omitted, voided, or deleted in your accounting platform through an integration, or from any misstatement of your accounts or tax position resulting from them, however caused, including by any error or defect in the Services. Your indemnity in respect of these integrations is set out in Section 9.4.

1.12 Beta Features and Prompt Notification of Discrepancies

(a) Beta Features: We may make features available that are identified as beta, preview, pilot, trial, early access, or otherwise not generally available ("Beta Features"). Beta Features are provided for evaluation, remain under active development and testing, and may be incomplete, may change materially, may produce incorrect results, and may be withdrawn at any time without notice.

(b) Card Fee and Surcharge Reconciliation: You acknowledge and agree that, as at the date of these Terms, the card fee and surcharge reconciliation features are in a beta testing phase and are Beta Features for the purposes of this Section 1.12. Those features comprise the calculation, display, and recording of card surcharges; the capture and reconciliation of payment processor fees (including Stripe fees); the clearing-account flow by which a card payment is split into its payment, surcharge, and fee components; and the posting of those components and related expense entries to a connected accounting platform. For the avoidance of doubt, the taking of card payments through Stripe is not itself a Beta Feature.

(c) No Warranty: Beta Features are provided "as is" and "as available" without warranty of any kind, and are excluded from any availability, support, or service level commitment we may otherwise offer. You should not rely on a Beta Feature for any purpose where an error would cause you material loss unless you maintain your own independent verification and records.

(d) Prompt Notification: You agree to notify us in writing as soon as reasonably practicable, and in any event within seven (7) days of the date on which you become aware or ought reasonably to have become aware, of any discrepancy, error, duplicate, omission, or unexpected result affecting payments, surcharges, fees, balances, invoices, or accounting records in the Services, whether or not it arises from a Beta Feature. Prompt notification allows us to investigate and correct issues while the underlying data and the corresponding third-party provider records remain available.

(e) Effect of Late Notification: Without limiting Section 8 (Time Limit on Claims), where you fail to notify us in accordance with Section 1.12(d), we shall have no liability for any loss that could reasonably have been avoided, mitigated, or corrected had you notified us promptly, and you remain responsible for any amount you have failed to collect.

1.13 Marketing Communications

(a) Sender and Controller: Where you use the marketing features of the Services to send campaigns, sequences, course suggestions, or similar communications ("Marketing Messages"), you are the sender of those messages and the controller of the recipient list. We provide the sending infrastructure only. You are solely responsible for the content of each Marketing Message, for the composition of the list it is sent to, and for the lawful basis on which each recipient is contacted.

(b) Third-Party Sending Infrastructure: Marketing Messages are transmitted through third-party email infrastructure operated under our own accounts, currently Amazon Simple Email Service. You agree to comply, in respect of every Marketing Message, with the AWS Acceptable Use Policy and with the AWS Service Terms that apply to Amazon Simple Email Service, each as amended from time to time, as if you were a party to them, together with the equivalent terms of any replacement or additional provider we notify to you. You acknowledge that a breach by you may result in the suspension of the account through which other subscribers also send, and that this is a material breach of these Terms.

(c) Permission to Contact: You warrant that every recipient of a Marketing Message has either given consent to receive it, or may lawfully be contacted on the basis of an existing customer relationship under applicable law. You must not send Marketing Messages to any address that was purchased, rented, exchanged, scraped, harvested, appended, inferred, or otherwise obtained from a third party rather than from the recipient themselves.

(d) Content and Sender Identification: Each Marketing Message must (i) identify you accurately in the sender name and in any reply-to address; (ii) carry a subject line that is not misleading as to the content, origin, or purpose of the message; (iii) relate to your own business and to the services you provide through the Services; and (iv) comply with Section 1.4 (Acceptable Use). You must not use the marketing features to send on behalf of, or to advertise, any third party, or to promote any business other than your own, without our prior written consent. You must not send any Marketing Message containing or linking to malware or phishing content, or to any material prohibited by the acceptable use policy of a provider referred to in Section 1.13(b).

(e) List Hygiene: You must not send Marketing Messages to an address that has previously returned a permanent delivery failure, and you must not test, validate, or re-confirm a suppressed address by sending to it. We may specify a period of recipient inactivity after which an address must no longer be mailed, and you must observe any such period we notify to you.

(f) Evidence of Consent: You must keep records sufficient to demonstrate the basis on which each recipient is contacted, and must provide them to us within five (5) business days of a written request. We may make such a request where we receive a complaint, a regulatory enquiry, or a notice from an infrastructure provider.

(g) Honouring Opt-Outs: You must not remove, disable, or obscure the unsubscribe mechanism, sender identification, or postal address included in Marketing Messages by the Services, and you must not re-import, re-add, or otherwise reinstate any contact who has unsubscribed or been suppressed, whether by import, integration, or manual entry. Any attempt to circumvent a suppression applied by the Services is a material breach of these Terms.

(h) Sending Limits, Throttling, and Automatic Pause: We may set, vary, and enforce limits on the volume and rate of Marketing Messages, whether per account or across the platform, and may delay, throttle, pause, or refuse any send. We may require that a first campaign, or a campaign to addresses collected before a date we specify, be sent in stages. In particular, sending may be paused automatically where bounce or complaint rates exceed the thresholds we operate from time to time. We will notify you where sending is paused and, where the cause is capable of remedy, what is required to resume. To the maximum extent permitted by law, we are not liable for any Marketing Message that is delayed, paused, or not sent under this Section 1.13(h), nor for any loss arising from it.

(i) Suspension of Marketing Features: Without limiting Section 10.2, we may suspend your access to the marketing features alone, leaving the remainder of the Services available to you, where we reasonably believe your sending threatens the deliverability, reputation, or continued availability of infrastructure used by us or by other subscribers.

(j) Indemnity: Your indemnity in respect of Marketing Messages is set out in Section 9.5.

2. Subscriber Warranties and Representations

2.1 You represent and warrant that:

(a) You are at least 18 years of age and have the legal capacity to enter into these Terms;

(b) If you are acting on behalf of a company or other entity, you have full authority to bind that entity to these Terms;

(d) You will keep your account information current and promptly update it if any information changes;

(e) You will comply with all applicable laws, regulations, and codes of conduct in your use of the Services, including but not limited to data protection, anti-spam, and export control laws;

(f) You have obtained all necessary consents from individuals whose personal data you input into the Services; and

(g) Your Subscriber Data does not and will not infringe or violate the rights of any third party, including intellectual property rights and privacy rights.

3. Intellectual Property Rights

3.1 Ownership

Broad Reach Bookings retains all right, title, and interest, including all Intellectual Property Rights, in and to the Services, the underlying software, algorithms, interfaces, databases, APIs, and any documentation. Nothing in these Terms transfers or assigns any ownership of or to the Services to you.

3.2 Improvements and Feedback

We exclusively own all rights, title, and interest in any improvements, enhancements, modifications, or derivative works of the Services, regardless of whether they were created, developed, or suggested by you. If you provide any feedback, suggestions, or feature requests, you hereby irrevocably assign to us all rights in such feedback, and we may use it without any obligation, restriction, or compensation to you.

3.3 Subscriber Data

You retain all rights to the data, information, and material you input into the Services ("Subscriber Data"). You grant us a worldwide, royalty-free, non-exclusive licence to host, copy, transmit, and display Subscriber Data as necessary for us to provide the Services to you. We may also use aggregated, anonymised data derived from Subscriber Data for the purpose of improving the Services, provided such data cannot reasonably be used to identify you or any individual.

3.4 Data Integrity and Backup

You are solely responsible for maintaining independent backup copies of your Subscriber Data. While we use commercially reasonable measures to protect data integrity, we shall not be liable for any loss, corruption, or deletion of Subscriber Data, howsoever caused.

3.5 Third-Party Content

The Services may include or link to content provided by third parties. We do not control, endorse, or assume any responsibility for third-party content. Your use of or reliance on third-party content is entirely at your own risk.

3.6 Custom Development Work

Any request for functionality, features, integrations, modifications, or other development work that falls outside the scope of the standard Services as provided under your subscription plan ("Custom Development Work") is not included in your Subscription Fees and will be quoted and charged separately at our then-current rates. You agree to pay for all Custom Development Work upon completion or in accordance with any milestone or payment schedule agreed in writing. All Custom Development Work, including the underlying ideas, concepts, designs, code, documentation, and all associated Intellectual Property Rights, shall vest in and become the sole and exclusive property of Broad Reach Bookings immediately upon creation. You hereby irrevocably assign to us all right, title, and interest in any Custom Development Work. We may, at our sole discretion, make any Custom Development Work available to other subscribers of the Services, incorporate it into the standard Services, or otherwise commercialise, licence, or distribute it without any obligation, accounting, or compensation to you.

4. Confidentiality

4.1 Confidential Information

Each party acknowledges that it may receive information that is proprietary or confidential to the other party ("Confidential Information"). Confidential Information includes, without limitation, trade secrets, know-how, business plans, customer lists, pricing, technical data, product plans, and any information designated as confidential or that would reasonably be understood to be confidential given its nature and the circumstances of disclosure.

4.2 Obligations

The receiving party shall:

(a) Hold the disclosing party's Confidential Information in strict confidence;

(b) Not disclose Confidential Information to any third party without the prior written consent of the disclosing party;

(c) Use Confidential Information only for the purpose of exercising its rights or performing its obligations under these Terms; and

(d) Protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

4.3 Exceptions

Confidentiality obligations do not apply to information that:

(a) Is or becomes publicly available through no fault of the receiving party;

(b) Was known to the receiving party before disclosure, without restriction;

(d) Is required to be disclosed by law, regulation, or court order, provided the receiving party gives prompt written notice to the disclosing party to the extent legally permitted.

4.4 Our Confidential Information

For the avoidance of doubt, the Services (including all software, systems, algorithms, pricing, and documentation) constitute our Confidential Information.

5. Data Protection and Privacy

5.1 Privacy Policy

Our collection, use, and disclosure of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Services, you consent to the practices described in the Privacy Policy.

5.2 Data Processing

To the extent that you input personal data of third parties into the Services, you acknowledge that you are the data controller and we are the data processor in respect of that data. You are solely responsible for ensuring that you have a lawful basis for processing such personal data and that all necessary consents have been obtained.

5.3 Security

We will implement and maintain appropriate technical and organisational security measures to protect Subscriber Data against unauthorised access, alteration, disclosure, or destruction. However, no method of electronic storage or transmission is completely secure, and we cannot guarantee absolute security.

5.4 Data Breach Notification

In the event we become aware of a security breach that affects your Subscriber Data, we will notify you without undue delay and provide such information as is reasonably necessary for you to meet any obligations to report or inform affected individuals or regulators.

6. Payment, Fees, and Penalties

6.1 Subscription Fees

You agree to pay all fees specified in your subscription plan ("Subscription Fees"). All fees are quoted exclusive of applicable taxes unless stated otherwise. All fees are non-refundable except as expressly provided in these Terms.

6.2 Taxes

You are responsible for all applicable taxes, duties, levies, and government charges arising from your use of the Services. If we are required to collect or remit taxes on your behalf, such amounts will be invoiced to you in addition to the Subscription Fees.

6.3 Price Changes

We reserve the right to change Subscription Fees at any time upon not less than thirty (30) days' written notice to you. Without limiting this right, Subscription Fees may be reviewed and increased at the start of each annual renewal period or billing anniversary to reflect changes in operating costs, inflation, and the ongoing development of the Services. If you do not accept the revised fees, you may cancel your subscription before the new fees take effect. Continued use of the Services after the effective date of a price change constitutes acceptance of the new fees.

6.4 Late Payments and Penalties

If you fail to pay any Subscription Fees by the due date:

(a) We may immediately suspend or terminate your access to the Services without notice.

(b) Outstanding balances will accrue interest at a rate of 2.0% per month (24% per annum), or the maximum rate permitted by law, whichever is lower, from the due date until paid in full.

(c) Cost of Recovery: You agree to fully indemnify and hold us harmless for all costs and expenses incurred in connection with the collection of overdue amounts. This includes, but is not limited to, collection agency fees, administrative costs, and legal fees on a full indemnity basis.

6.5 Booking Fee Integrity and Anti-Circumvention

The Services include transaction-based or booking-based fees as part of the pricing model. You acknowledge that these fees are an integral component of the commercial arrangement between you and Broad Reach Bookings. To protect the integrity of this pricing model, the following provisions apply:

(a) Zero-Value Booking Fee: Any booking processed through the Services with a total price of zero ($0.00 / £0.00 / €0.00 or equivalent in any currency) shall incur a flat platform fee of twenty US dollars (US$20.00) or the equivalent in your billing currency at the prevailing exchange rate at the time the booking is created ("Zero-Value Booking Fee"). This fee applies regardless of the reason the booking is recorded at zero value, including but not limited to complimentary bookings, promotional bookings, barter arrangements, or bookings where payment is collected outside the Services.

(b) Below-Market Booking Fee: Any booking processed through the Services where the recorded booking price is less than eighty percent (80%) of the standard published course price for that course (as configured in the Services at the time the booking is created) shall incur a flat platform fee of twenty US dollars (US$20.00) or the equivalent in your billing currency at the prevailing exchange rate ("Below-Market Booking Fee"). For the avoidance of doubt, the "standard published course price" means the base price set for the course in your course configuration within the Services.

(c) Fee Circumvention Prohibition: You shall not, directly or indirectly, engage in any conduct, scheme, arrangement, or practice that has the purpose or effect of avoiding, reducing, or circumventing booking-based fees, transaction fees, or any other fees payable to Broad Reach Bookings under your subscription plan. Without limiting the generality of the foregoing, prohibited conduct includes but is not limited to:

(i) Recording bookings at artificially low or zero prices while collecting the actual price from the customer outside the Services;

(ii) Processing bookings through channels or systems outside the Services for the purpose of avoiding transaction fees;

(iii) Splitting a single booking into multiple bookings, or combining multiple bookings into one, for the purpose of reducing fees;

(iv) Creating or using dummy, test, or placeholder bookings in production environments to mask genuine bookings; or

(v) Any other practice that we reasonably determine is designed to reduce the fees payable to Broad Reach Bookings.

(d) Consequences of Fee Circumvention: If we reasonably determine, in our sole discretion, that you have engaged in or attempted to engage in fee circumvention or any practice described in Section 6.5(c), we may, without limiting any other rights or remedies available to us:

(i) Immediately suspend or terminate your account and access to the Services without notice and without refund;

(ii) Retroactively invoice you for fees that would have been payable had the bookings been recorded at their true market value, calculated from the date we reasonably believe the circumvention began;

(iii) Charge a remediation fee of up to 200% of the circumvented fees to compensate for the administrative cost of investigation and enforcement; and

(iv) Pursue any and all legal remedies available to us, including recovery of losses, legal costs on a full indemnity basis, and injunctive relief.

(e) Monitoring and Audit: We reserve the right to monitor booking patterns, pricing data, and usage metrics to detect potential fee circumvention. You agree to cooperate with any reasonable audit or inquiry we may conduct in connection with suspected fee circumvention, including providing access to relevant records and information within ten (10) business days of our written request.

(f) Good-Faith Exceptions: We acknowledge that legitimate business reasons may exist for occasional zero-value or discounted bookings (e.g., genuine complimentary places, loyalty rewards, or promotional offers). If you believe a booking qualifies for an exception to the fees described in Sections 6.5(a) or 6.5(b), you may request an exemption by contacting us in writing before or promptly after creating the booking. Any exemption is granted at our sole discretion and does not create a precedent for future bookings.

6.6 Referral Credits

(a) Eligibility: Where you introduce, refer, or otherwise procure a new subscriber to the Services who subsequently enters into a paid subscription with Broad Reach Bookings (an "Introduced Subscriber"), you may be entitled to receive referral credits in accordance with this Section 6.6, provided you remain an active, paid-up subscriber to the Services on an ongoing basis.

(b) Credit Rate: Subject to the conditions of this Section 6.6, you will accrue referral credits calculated as:

(i) twenty percent (20%) of the Net Revenue received by us from the Introduced Subscriber during the first twelve (12) months following the commencement of the Introduced Subscriber's paid subscription; and

(ii) five percent (5%) of the Net Revenue received by us from the Introduced Subscriber thereafter, for so long as the Introduced Subscriber remains an active paying subscriber and you remain an active, paid-up subscriber.

(c) Net Revenue Definition: For the purposes of this Section 6.6, "Net Revenue" means the gross fees actually received and retained by Broad Reach Bookings from the Introduced Subscriber, after deduction of: (i) refunds, chargebacks, and credits issued; (ii) applicable taxes, duties, and government charges (including GST, VAT, and sales tax); and (iii) third-party payment processor fees attributable to the relevant transactions. Net Revenue excludes any amounts written off as bad debt or otherwise not collected.

(d) Bill Credit Only: Referral credits accrue as bill credits applied to your Broad Reach Bookings account. Credits will be applied on a monthly basis, to the invoice issued in the billing cycle following the period in which the corresponding Net Revenue was received. Credits are not redeemable for cash, are non-transferable, non-assignable, and have no monetary value outside of offsetting fees payable by you to Broad Reach Bookings under these Terms.

(e) Continuing Subscription Required: Your entitlement to accrue and to apply referral credits is strictly conditional on you maintaining an active, paid-up subscription to the Services. If, at any time, your subscription lapses, is cancelled (by you or by us), is suspended for non-payment, or otherwise ceases to be active for any reason: (i) all future referral credits will cease to accrue with immediate effect; and (ii) any accrued but unapplied credit balance is forfeited in its entirety and shall have no value. Forfeited credits will not be reinstated upon any subsequent re-subscription.

(f) Forward-Only Application: This referral credits program applies only to Introduced Subscribers who first enter into a paid subscription on or after 13 May 2026 (the date on which the referral credits program was first introduced into these Terms). Introductions, referrals, or relationships preceding that date do not qualify, regardless of when the introduced party subsequently subscribes.

(g) Attribution — First Introducer Only: Each Introduced Subscriber may be attributed to at most one existing subscriber, namely the first existing subscriber whose introduction of the prospect comes to our attention in writing — whether by direct notification from the subscriber (for example, by email, in-app referral form, or other written communication) or by the prospect themselves naming the subscriber at or before the point of sign-up (the "First Introducer"), determined by reference to the date and time we first receive that introduction. Where more than one subscriber claims to have introduced the same prospect, attribution and any resulting referral credits accrue exclusively to the First Introducer, and subsequent introducers have no entitlement to credits in respect of that prospect, in whole or in part, regardless of any prior private conversations between a later-claiming subscriber and the prospect that were not communicated to us before the First Introducer's introduction was received. We will determine, in our sole and reasonable discretion, whether a new subscriber qualifies as an Introduced Subscriber and who the First Introducer is, and may require evidence (such as a written communication, referral form, or unique referral identifier) before any credits are accrued. Referral credits are never split, shared, duplicated, or apportioned between subscribers.

(h) Pricing Discretion: You acknowledge and agree that we reserve the right, in our sole and absolute discretion, to offer the Introduced Subscriber any pricing, discount, fee waiver, promotional rate, custom commercial terms, or other concession that we consider necessary or appropriate to secure, retain, or extend their subscription. Any such pricing arrangement will directly reduce the Net Revenue received by us from the Introduced Subscriber and, correspondingly, the referral credits accruing to you under this Section 6.6. You have no entitlement to be consulted on, to approve, or to challenge the pricing terms agreed between us and the Introduced Subscriber, and you waive any claim against us in respect of pricing decisions that affect Net Revenue.

(i) Modification or Termination of Program: We may modify, suspend, or terminate the referral credits program at any time, in our sole discretion, on not less than thirty (30) days' written notice. Such modification or termination shall not affect credits already accrued and unforfeited prior to the effective date, which will continue to apply in accordance with this Section 6.6, subject in all cases to the continuing-subscription requirement in Section 6.6(e).

(j) No Employment, Agency, or Joint Venture: Nothing in this Section 6.6 creates an employment, agency, partnership, joint venture, or other relationship between you and Broad Reach Bookings beyond the relationship expressly set out in these Terms. You are not authorised to make any representation, warranty, or commitment on behalf of Broad Reach Bookings to any prospective subscriber.

6.7 Non-Refundable Success Fees After Course Commencement

Once a scheduled course or activity associated with a booking has commenced (i.e. the course start date has passed), the Success Fee (commission) recorded against that booking is non-refundable and remains payable in full, regardless of whether you subsequently issue a partial or full refund to the customer. This reflects that the platform has fulfilled its role in facilitating the booking and the service delivery has begun.

For the avoidance of doubt:

(a) If a refund is processed before the course start date, the corresponding Success Fee will be reversed and will not appear on your next invoice.

(b) If a refund is processed on or after the course start date, the Success Fee remains due and will be invoiced in the normal billing cycle.

(c) This provision applies regardless of the reason for the refund, including but not limited to customer dissatisfaction, weather cancellations, instructor unavailability, or any other cause.

(d) Where a booking or sale is not associated with a scheduled course (e.g. online courses, course packages, or standalone bookings), the Success Fee is non-refundable regardless of whether a refund is subsequently issued to the customer.

6.8 Re-Acceptance of Terms

You may be required to re-accept these Terms and our Privacy Policy at certain points during your use of the Services, including but not limited to when configuring payment credentials or payment provider settings. Each re-acceptance constitutes a separate, independent agreement to the then-current version of these Terms and our Privacy Policy. We will record each acceptance event, including the date and time, your IP address, and a snapshot of the Terms and Privacy Policy in effect at the time of acceptance.

6.9 Free Plan

(a) What it is: We may offer a subscription tier at no charge (the "Free Plan"). The Free Plan currently comprises the enquiry pipeline, the enquiry form for your website and the staff accounts needed to work them. We may add features to the Free Plan at any time.

(b) No fees, no card, no minimum term: No Subscription Fees are payable for the Free Plan, no payment method is required to use it, and there is no minimum term. You may close your Free Plan account at any time, and Section 10.5(d) (export of Subscriber Data) applies from the date you do so.

(c) Notice if we withdraw or change it: Notwithstanding Section 10.4, we will give you not less than three (3) months' written notice, to the email address on your account, before we withdraw the Free Plan, move a feature from the Free Plan to a paid tier, or otherwise materially reduce what the Free Plan includes. You may continue to use the Free Plan and export your Subscriber Data throughout that notice period. This Section 6.9(c) does not limit Sections 10.2 (Suspension) or 10.3 (Termination for Cause).

(d) Paid features are separate: Taking bookings and payments through the Services, and any other feature not listed in Section 6.9(a), is not part of the Free Plan and is charged in accordance with Section 6. No paid feature will be enabled on a Free Plan account without your express request, we will notify you by email before it takes effect, and no Subscription Fees or Success Fees are charged in respect of anything you did while on the Free Plan.

(e) Same Terms otherwise: All other provisions of these Terms, including Sections 1.5 (Service Availability), 1.7 (Self-Service Model and Support), 7 (Limitation of Liability) and 9 (Warranties and Indemnities), apply to the Free Plan.

7. Limitation of Liability

7.1 No Consequential Loss

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL Broad Reach Bookings BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.2 Liability Cap

OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL BE STRICTLY LIMITED TO THE TOTAL SUBSCRIPTION FEES ACTUALLY PAID BY YOU TO US IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

7.3 Exclusions from Cap

Nothing in Sections 7.1 or 7.2 shall limit your liability for:

(a) Breach of Section 1.2 (Restrictions) or Section 1.3 (User Accounts and Sharing);

(b) Your indemnification obligations under these Terms;

(d) Breach of Section 6.5 (Fee Circumvention Prohibition); or

(e) Fraud, wilful misconduct, or gross negligence.

7.4 Acknowledgement

You acknowledge that the Subscription Fees reflect the allocation of risk set out in this Section 7 and that we would not enter into these Terms without the limitations set out herein.

7.5 Non-Excludable Rights

(a) Nothing in these Terms excludes, restricts, or modifies any guarantee, right, or remedy conferred on you by the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) or by any other law that cannot lawfully be excluded, restricted, or modified by agreement (each a "Non-Excludable Right").

(b) Every exclusion, limitation, release, and indemnity in these Terms applies only to the maximum extent permitted by law, whether or not the provision says so, and does not apply to the extent that it would exclude, restrict, or modify a Non-Excludable Right.

(c) Where the law permits us to limit our liability for a failure to comply with a Non-Excludable Right, and the Services are not of a kind ordinarily acquired for personal, domestic, or household use or consumption, our liability for that failure is limited, at our option, to supplying the Services again or paying the cost of having the Services supplied again.

8. Time Limit on Claims

8.1 Strict Notification Period

You agree that any claim, dispute, or cause of action arising out of or related to your use of the Services or these Terms must be notified to us in writing within thirty (30) days of the event or occurrence giving rise to the claim.

8.2 Waiver

FAILURE TO PROVIDE WRITTEN NOTICE OF A CLAIM WITHIN THIS 30-DAY PERIOD SHALL CONSTITUTE AN ABSOLUTE WAIVER AND RELEASE OF SUCH CLAIM, AND YOU SHALL BE PERMANENTLY BARRED FROM BRINGING ANY LEGAL ACTION OR PROCEEDING REGARDING SUCH CLAIM.

9. Warranties and Indemnities

9.1 "As Is" Provision

The Services are provided on an "AS IS" and "AS AVAILABLE" basis. We disclaim all warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Services will be uninterrupted, error-free, or completely secure.

9.2 No Reliance

You acknowledge that you have not relied on any representation, warranty, or statement made by us or on our behalf that is not expressly set out in these Terms.

9.3 Indemnification by You

You agree to indemnify, defend, and hold harmless Broad Reach Bookings, its officers, directors, employees, agents, successors, and assigns from and against any and all claims, liabilities, damages, losses, and expenses (including legal fees on a full indemnity basis) arising out of or in any way connected with:

(a) Your access to or use of the Services;

(b) Your violation of these Terms;

(d) Your breach of any Subscriber warranty or representation under Section 2;

(e) Any claim by a third party arising from your use of the Services;

(f) Your violation of any applicable law or regulation;

(g) Your use of any Payment or Accounting Integration, as further set out in Section 9.4; or

(h) Marketing Messages sent by you, as further set out in Section 9.5.

9.4 Indemnification — Payment and Accounting Integrations

(a) Scope of this Indemnity: In this Section 9.4, "Payment or Accounting Integration" means, collectively: any payment provider integration (including Stripe); the payment recording, importing, matching, linking, refund, balance, surcharge, and fee features described in Section 1.10; the card fee and surcharge reconciliation features described in Section 1.12(b); and any accounting platform integration (including Xero and QuickBooks Online) described in Section 1.11.

(b) Indemnity: You agree to indemnify, defend, and hold harmless Broad Reach Bookings, MBFA Pty Ltd, and each of their respective officers, directors, employees, contractors, agents, successors, and assigns (each an "Indemnified Party") from and against any and all claims, demands, actions, proceedings, liabilities, damages, losses, fines, penalties, interest, costs, and expenses (including legal fees on a full indemnity basis and the reasonable fees of accountants, bookkeepers, and other professional advisers) suffered or incurred by any Indemnified Party arising out of or in any way connected with your use of, configuration of, reliance on, or inability to use any Payment or Accounting Integration, including:

(i) any duplicate, missing, misapplied, or incorrect payment, refund, credit, surcharge, fee, invoice, credit note, or ledger entry, however caused, including by act, omission, or error of you or your staff, or by any error or defect in the Services;

(ii) any amount you fail to collect, over-collect, or refund in error, and any resulting claim, dispute, chargeback, or debt;

(iii) any misstatement of your revenue, expenses, tax, receivables, or financial position, and any consequential re-lodgement, restatement, amendment, audit, review, or professional advice cost;

(iv) any claim by your customer, participant, staff member, accountant, bookkeeper, auditor, payment provider, accounting platform provider, bank, or any regulatory or revenue authority in connection with any such record or figure;

(v) any surcharge, processing fee, or similar charge you apply, disclose, or fail to disclose, including any breach of surcharging, consumer protection, or card scheme rules; and

(vi) your failure to reconcile as required by Section 1.10(c), to review synchronised records as required by Section 1.11(d), or to notify us as required by Section 1.12(d).

(c) No Cap: This indemnity applies whether or not the relevant feature was designated a Beta Feature, and is not limited or capped by Section 7 (Limitation of Liability).

(d) Our Own Conduct Excepted: This indemnity does not extend to loss to the extent it is directly caused by our own fraud, wilful misconduct, or gross negligence, or to any liability which cannot lawfully be excluded or limited.

(e) Conduct of Claims: We will notify you of any claim to which this indemnity applies within a reasonable time of becoming aware of it, and you agree not to settle any such claim in a manner that imposes any obligation or admission on an Indemnified Party without that party's prior written consent.

9.5 Indemnification for Marketing Messages

You agree to indemnify, defend, and hold harmless each Indemnified Party (as defined in Section 9.4(b)) from and against any and all claims, demands, actions, proceedings, liabilities, damages, losses, fines, penalties, interest, costs, and expenses (including legal fees on a full indemnity basis) suffered or incurred by any Indemnified Party arising out of or in connection with Marketing Messages (as defined in Section 1.13(a)) sent by you, including:

(a) any claim by a recipient;

(b) any investigation, enforcement action, or penalty by a supervisory or regulatory authority, including any data protection authority;

(c) any suspension, termination, rate limitation, or reputational restriction imposed on any account or infrastructure we use, and the cost of migrating to, or establishing, replacement infrastructure; and

(d) any blocklisting of a domain or address used by us or by another subscriber.

Sections 9.4(c) (No Cap), 9.4(d) (Our Own Conduct Excepted), and 9.4(e) (Conduct of Claims) apply to this indemnity as they apply to the indemnity in Section 9.4.

10. Term, Suspension, and Termination

10.1 Term

These Terms commence on the date you first accept them and continue until all subscriptions granted in accordance with these Terms have expired or been terminated.

10.2 Suspension

Without limiting our other rights, we may immediately suspend your access to the Services, in whole or in part, without notice if:

(a) You fail to pay any Subscription Fees when due;

(b) We reasonably believe you are in breach of these Terms;

(d) Your use of the Services may subject us to liability;

(e) We reasonably believe you are engaging in fee circumvention as described in Section 6.5; or

(f) We are required to do so by law, regulation, or court order.

Suspension does not relieve you of your obligation to pay Subscription Fees during the period of suspension.

10.3 Termination for Cause

We may terminate your account and access to the Services immediately and without notice if you breach any provision of these Terms, including failure to pay fees.

10.4 Termination Without Cause

Notwithstanding any other provision of these Terms, we reserve the right to discontinue, withdraw, or cease providing the Services, in whole or in part, at any time and at our sole discretion, with or without reason. We will use reasonable efforts to provide you with thirty (30) days' prior written notice of any such discontinuation, however we are under no obligation to do so. In the event of termination under this Section 10.4, you shall not be entitled to any compensation, damages, or refund beyond a pro-rata refund of any prepaid Subscription Fees attributable to the unused portion of the then-current billing period.

10.5 Effect of Termination

Upon termination:

(a) Your right to access and use the Services will immediately cease.

(b) You remain liable for all fees incurred up to the date of termination, including any applicable recovery costs and penalties.

(c) All accrued Success Fees (commissions) remain payable regardless of termination. Commissions that have been recorded against bookings processed through the Services prior to the date of termination are non-refundable and will be invoiced to you in the next billing cycle. Termination or cancellation of your subscription does not extinguish your obligation to pay for commissions already accrued.

(d) You will have a period of fifteen (15) days from the date of termination to export your Subscriber Data. After this period, we may permanently delete all Subscriber Data and we shall have no obligation to retain or provide access to it.

(e) Any provision of these Terms that by its nature should survive termination shall survive, including Sections 3 (Intellectual Property), 4 (Confidentiality), 6.4 (Late Payments), 7 (Limitation of Liability), 8 (Time Limit on Claims), 9 (Warranties and Indemnities), 11 (Dispute Resolution), and 12 (General Provisions).

(f) Termination under Section 10.4 (Termination Without Cause) does not affect any accrued rights or liabilities of either party, nor any obligation to pay for Custom Development Work completed prior to the date of termination.

11. Dispute Resolution

11.1 Negotiation

Before commencing any formal dispute resolution proceedings, the parties agree to first attempt to resolve any dispute arising out of or relating to these Terms through good-faith negotiation. The aggrieved party shall provide written notice of the dispute to the other party, and the parties shall use reasonable efforts to resolve the dispute within thirty (30) days of such notice.

11.2 Mediation

If the dispute is not resolved through negotiation within the period specified in Section 11.1, the parties agree to submit the dispute to mediation before a mutually agreed mediator. The costs of mediation shall be shared equally between the parties.

11.3 Litigation

If the dispute is not resolved through mediation within sixty (60) days of the mediator's appointment, either party may commence legal proceedings. Nothing in this Section 11 prevents either party from seeking urgent injunctive or interlocutory relief from a court of competent jurisdiction at any time.

12. General Provisions

12.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of Queensland, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of Queensland, Australia and courts competent to hear appeals from those courts.

12.2 Assignment

We may assign, transfer, novate, or otherwise dispose of our rights and obligations under these Terms, in whole or in part, to any person or entity at our sole discretion and without your consent or prior notice to you. You may not assign, transfer, or delegate any of your rights or obligations under these Terms without our prior written consent, and any attempted assignment without such consent shall be null and void.

12.3 Modifications

We reserve the right to modify these Terms at any time. We will provide you with not less than fourteen (14) days' written notice of any material changes. Your continued use of the Services after the effective date of such modifications constitutes your acceptance of the updated Terms. If you do not agree to the modified Terms, you must cease using the Services and cancel your subscription before the changes take effect.

12.4 Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms to the extent that such failure or delay results from circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, pandemic, epidemic, government action, power failure, internet or telecommunications failure, or cyber-attack. For the avoidance of doubt, your obligation to pay fees is not excused by a force majeure event.

12.5 Severability

If any provision of these Terms, or any part of a provision, is void, voidable, illegal, or unenforceable, including under any law relating to unfair contract terms or to Non-Excludable Rights, it is to be read down to the extent necessary to avoid that result. If it cannot be read down, that provision or part is severed. Reading down or severance does not affect the validity or enforceability of the remaining provisions, which continue in full force and effect.

12.6 No Waiver

No failure or delay by us in exercising any right, power, or remedy under these Terms shall operate as a waiver of that right, power, or remedy. A single or partial exercise of any right, power, or remedy does not preclude any other or further exercise of that or any other right, power, or remedy.

12.7 Notices

All notices, requests, and other communications under these Terms must be in writing and shall be deemed delivered:

(a) When sent by email to the email address associated with your account (for notices to you) or to the email address specified on our website (for notices to us); or

(b) When delivered by registered post or recognised overnight courier to the applicable party's last known address.

We may also provide notice by posting on the Services.

12.8 Relationship of the Parties

Nothing in these Terms shall create, or be deemed to create, a partnership, joint venture, agency, or employment relationship between you and Broad Reach Bookings. You shall not represent yourself as an employee, agent, or authorised representative of Broad Reach Bookings.

12.9 Third-Party Rights

These Terms do not confer any rights on any person or entity other than the parties to these Terms and their respective successors and permitted assigns.

12.10 Entire Agreement

These Terms, together with our Privacy Policy and any applicable subscription order or plan details, constitute the entire agreement between you and Broad Reach Bookings regarding the use of the Services and supersede any prior or contemporaneous agreements, representations, or understandings, whether written or oral.

By proceeding with your registration and subscription, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.