NerraFlow — Terms of Service
Effective date: [INSERT DATE]
Last updated: [INSERT DATE]
These Terms of Service ("Terms") are a legal agreement between you and the entity you represent ("you", "Customer") and [LEGAL ENTITY NAME] (ABN [INSERT ABN]) trading as NerraFlow ("NerraFlow", "we", "us", "our"). They govern your access to and use of the NerraFlow websites, applications, dashboards, APIs, sensors/hardware integrations and related services (together, the "Service").
By creating an account, or accessing or using the Service, you agree to these Terms. If you do not agree, do not use the Service. If you are entering into these Terms on behalf of a company or other organisation, you represent that you have authority to bind that organisation.
This is a template for a business-to-business (B2B) SaaS product. It is not legal advice. Have it reviewed and adapted by a qualified Australian legal practitioner before you rely on it.
1. The Service
NerraFlow provides software for monitoring swimming-pool and spa water chemistry across a fleet of sites, including live readings, statuses, trends, alerts and automated, indicative chemical-dosing recommendations. The Service is a decision-support tool for qualified pool-service professionals. It is not a safety-critical system and must not be relied on as one.
We may add, change, or remove features from time to time. We may also make available demonstration data and demo accounts; demo content is illustrative only.
2. Eligibility & accounts
2.1 You must be at least 18 years old and able to form a binding contract.
2.2 You are responsible for the accuracy of your registration information, for keeping your login credentials confidential, and for all activity that occurs under your account and those of your team members (users you invite to your organisation).
2.3 You are responsible for your users' compliance with these Terms. Access to data is governed by your organisation membership; you must promptly remove users who should no longer have access.
2.4 You must notify us promptly at [security@nerraflow.com.au] of any unauthorised use of, or security incident affecting, your account.
3. Acceptable use
You must not, and must not permit any user or third party to:
(a) use the Service in breach of any law, standard, code or third-party right;
(b) misuse, probe, scan, or attempt to gain unauthorised access to the Service, other customers' data, or our systems;
(c) interfere with or disrupt the integrity or performance of the Service, or introduce malicious code;
(d) reverse engineer, decompile, or attempt to derive source code, except to the extent this restriction is prohibited by law;
(e) resell, sublicense, or provide the Service to third parties except your own end customers in the ordinary course of your pool-service business;
(f) upload data you do not have the right to upload, or that is unlawful, infringing, or harmful; or
(g) use the Service or Outputs in a way that is unsafe or that a reasonable pool-service professional would not.
We may suspend access immediately where we reasonably believe your use poses a security, legal, or safety risk, or breaches this clause.
4. Your data
4.1 Ownership. As between you and us, you own the data you and your users submit to the Service, including pool records, device readings, and manual test entries ("Customer Data"). You grant us a non-exclusive licence to host, process, and use Customer Data to provide, secure, support and improve the Service, and as otherwise permitted by these Terms and our Privacy Policy.
4.2 Responsibility. You are responsible for the accuracy, quality and legality of Customer Data and for having the rights necessary to provide it to us.
4.3 Aggregated/de-identified data. We may generate and use aggregated or de-identified data (that does not identify you or any individual) to operate, analyse and improve the Service and for benchmarking, provided it cannot reasonably be used to identify you or any person.
4.4 Personal information is handled in accordance with our Privacy Policy.
5. Water chemistry, dosing & safety — IMPORTANT
5.1 The readings, statuses, alerts and dosing recommendations produced by the Service ("Outputs") are indicative estimates only, generated from sensor data and generic models. They are not professional, chemical, engineering, health or safety advice.
5.2 You must independently verify all Outputs with a current, certified manual water test before adding any chemical to any pool or spa. You are solely responsible for all dosing decisions and for handling chemicals safely and lawfully.
5.3 Sensors and connectivity can fail or report inaccurate or stale data, and the Service may be unavailable. You must not treat the Service as your sole or safety-critical source of information.
5.4 Full details are set out in our Disclaimer, which forms part of these Terms.
6. Fees
[If/when the Service is paid: fees, billing cycle, taxes (GST), payment method, late payment, and changes to fees are set out in your order or plan. Where the Service is provided free or in demo/trial form, we may change or withdraw it at any time.] All fees are exclusive of GST unless stated. [Adjust to your commercial model.]
7. Intellectual property
7.1 We and our licensors own all intellectual property rights in the Service, including its software, models, designs, and documentation. Except for the limited right to use the Service under these Terms, no rights are granted to you.
7.2 Feedback you give us about the Service may be used by us without restriction or obligation to you.
7.3 "NerraFlow", our logo, and related branding are our trade marks and may not be used without our prior written consent.
8. Third-party services
The Service relies on third-party providers (for example, cloud hosting and infrastructure). We are not responsible for third-party services, and your use of any third-party service or hardware is at your own risk and subject to the third party's terms.
9. Availability & no warranty
9.1 We aim to provide a reliable Service but do not warrant that it will be uninterrupted, error-free, secure, or that Outputs will be accurate or complete. The Service and Outputs are provided "as is" and "as available".
9.2 To the maximum extent permitted by law, we exclude all warranties, guarantees and representations not expressly stated in these Terms.
9.3 Australian Consumer Law. Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy you have under the Competition and Consumer Act 2010 (Cth) (including the Australian Consumer Law) or any other law that cannot lawfully be excluded ("Non-excludable Rights"). Where we are permitted to limit our liability for a breach of a Non-excludable Right in respect of services, our liability is limited, at our option, to re-supplying the services or paying the cost of having the services re-supplied.
10. Limitation of liability
10.1 Subject to clause 9.3 and to the maximum extent permitted by law:
(a) neither party is liable for any indirect, incidental, special or consequential loss, or for loss of profit, revenue, goodwill, anticipated savings, or loss of or damage to data;
(b) we are not liable for any loss, damage, cost or injury arising from your reliance on the Outputs, from dosing decisions, from chemical handling, from sensor or data inaccuracy or unavailability, or from any pool or spa water-quality outcome; and
(c) our total aggregate liability arising out of or in connection with the Service and these Terms is limited to the greater of (i) the fees you paid us for the Service in the [12] months before the event giving rise to the liability, or (ii) AU$[INSERT AMOUNT, e.g. 100].
10.2 Each party must take reasonable steps to mitigate its loss. Liability is reduced to the extent a claim is caused by the claiming party's own act, omission or breach.
11. Indemnity
To the maximum extent permitted by law, you indemnify us against claims, liabilities, losses and costs (including reasonable legal costs) arising from: (a) your Customer Data; (b) your or your users' breach of these Terms or the Acceptable Use clause; (c) your dosing, chemical-handling or water-quality decisions and their consequences; and (d) your breach of any law or third-party right, except to the extent caused by our own breach or negligence.
12. Suspension & termination
12.1 You may stop using the Service and close your account at any time.
12.2 We may suspend or terminate your access if you materially breach these Terms and do not remedy the breach within [14] days of notice, or immediately where the breach is incapable of remedy or poses a security, legal or safety risk, or where required by law.
12.3 On termination, your right to use the Service ends. We will make Customer Data available for export for a reasonable period (typically [30] days), after which we may delete it in accordance with our Privacy Policy and retention practices, unless we are required to retain it by law.
12.4 Clauses that by their nature should survive termination (including 4, 5, 7, 9–11, 13–15) survive.
13. Confidentiality
Each party must keep the other's non-public information confidential and use it only to perform under these Terms, except where disclosure is required by law or to professional advisers under confidentiality.
14. Changes to these Terms
We may update these Terms from time to time. If we make a material change, we will take reasonable steps to notify you (for example, by email or in-app notice) before it takes effect. Your continued use of the Service after the effective date means you accept the updated Terms.
15. General
15.1 Governing law & jurisdiction. These Terms are governed by the laws of [New South Wales], Australia, and each party submits to the non-exclusive jurisdiction of the courts of that State and the Commonwealth of Australia.
15.2 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.
15.3 Assignment. You may not assign these Terms without our consent. We may assign to an affiliate or in connection with a sale of our business.
15.4 Entire agreement; severance; waiver. These Terms (with the Disclaimer, Privacy Policy and any order) are the entire agreement between the parties on their subject matter. If any part is unenforceable, it is severed and the rest continues. A failure to enforce a right is not a waiver.
15.5 Notices. Notices to us should be sent to [legal@nerraflow.com.au]. We may give notices to you by email or through the Service.
Contact: [LEGAL ENTITY NAME], [registered address], [legal@nerraflow.com.au]
Template only — not legal advice. Complete the bracketed placeholders and have a qualified Australian legal practitioner review and adapt these Terms (particularly the liability, indemnity and consumer-law clauses and your commercial/fee model) before you publish or rely on them.