Terms of Service and Licence Agreement

1. Who these terms are between

1. These Terms of Service and Licence Agreement (Terms) govern your use of Designer Flow Chart, the web application at designerflowchart.com and everything served from it (the Service).
2. The Service is supplied by Keo Collective (ABN 78 904 659 362), trading as Designer Flow Charts (we, us, our). Designer Flow Chart is one of our products; the same company supplies our other products, and each is licensed separately.
3. You means the person who creates the account, and — where an account is created for or on behalf of a business — that business as well. If you create an account for a business you confirm you are authorised to bind it to these Terms.
4. By creating an account, signing in, or paying for a plan, you accept these Terms. If you do not accept them, do not create an account.
5. These Terms apply to every plan, including the free one.

2. Your account

1. An account is personal to one person. You may not share your sign-in details, and you may not let more than one person use one account.
2. You must give a real email address you control. It is the only name the Service knows you by and it is how we reach you about your account and your payments.
3. You are responsible for keeping your password confidential and for everything done under your account. Tell us at once if you believe someone else has access to it.
4. You must be at least 16 years old to create an account.
5. One person or business may hold more than one account only with our written agreement.

3. The licence we grant you

1. When you create an account we grant you a licence — not a sale. Nothing in these Terms transfers ownership of any part of the Service to you.
2. Subject to these Terms, and for as long as your account is open and any amounts owing are paid, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Service, and to use the shape sets, templates, starter flows and generated document formats it contains, for your own internal business or personal purposes.
3. The licence covers using the Service to map your own processes, your clients' processes where you are engaged to do so, and to produce documents from those maps for use inside your own organisation or for the client whose process it is.
4. The licence lasts only as long as your current plan period. On the free plan it lasts as long as your account remains open. It ends immediately if your account is terminated under clause 13.
5. Documents you build from your own flows are yours to keep and to use, during and after the licence, without further payment. Ending the licence does not take back documents you have already built and exported.
6. We may release new versions, features and shape sets. They form part of the Service and are covered by the same licence unless we say otherwise in writing at the time.

4. What the licence does not allow

You must not, and must not permit anyone else to:

• copy, download, host, mirror or redistribute the Service or any substantial part of it, other than the ordinary use of the application in your browser;
• sell, rent, lease, sublicense, white-label or otherwise make the Service available to a third party as a product or service of your own;
• use the Service to build, train or improve a competing product, or to produce a substantially similar flow-charting or document-generation tool;
• reverse engineer, decompile or disassemble the Service, except to the extent that right cannot lawfully be excluded;
• remove, obscure or alter any branding, copyright notice or attribution in the Service or in the files it produces;
• extract our shape sets, starter flows, template wording or generated document structures and publish or licence them separately from your own flow content;
• access the Service by any automated means, or attempt to bypass the plan limits, the account system or any technical restriction;
• share one account between several people in order to avoid paying for more than one.

A breach of this clause is a material breach and we may suspend or terminate the account immediately under clause 13.

5. Plans, prices and GST

1. There are three plans: Free, Monthly at A$19 per month, and Annual at A$99 per year. Prices are in Australian dollars, per account, and include GST where GST applies.
2. The free plan keeps up to three saved flows. Every other feature is the same on every plan.
3. The paid plans remove the saved-flow limit. A fair-use ceiling applies to stop automated abuse; if your usage approaches it we will contact you before doing anything about it.
4. We may change our prices. A change to a price you are already paying takes effect from your next renewal, and we will tell you by email at least 14 days before that renewal. If you do not accept the new price, cancel before the renewal date.
5. A tax invoice is issued for every payment by our payment processor and sent to the email address on your account.

6. Payment, renewal and cancellation

1. Payments are taken by Stripe. We never see, hold or store your card number — see the Privacy Policy.
2. A paid plan renews automatically at the end of each period until you cancel. Monthly plans renew monthly; annual plans renew yearly.
3. For annual plans we will send a reminder to the email address on your account at least seven days before the renewal is taken.
4. You may cancel at any time from the payment page linked in your account. Cancelling stops the next payment; it does not shorten the period you have already paid for.
5. When a paid period ends without renewal, the account drops to the free plan. Your flows are not deleted — see clause 14.
6. If a payment fails we may retry it, and we may restrict saving new flows while the account is in arrears. We will tell you before we do.

7. Refunds

1. Nothing in this clause limits your rights under the Australian Consumer Law, which cannot be excluded.
2. Beyond those rights: if you cancel an annual plan within 14 days of first paying for it, and you have not exported more than three documents in that time, email us and we will refund it in full.
3. Monthly payments are not refunded part-way through a month; cancel and the plan runs to the end of the period you paid for.
4. If we terminate your account under clause 13 for a reason that is not your breach, we refund the unused part of the period you have paid for.

8. Your content, and who owns it

1. Your content means the flows you draw, the text and titles you type, the images and files you upload, the names you give things, and the documents built from them.
2. Your content is and remains yours. We claim no ownership of it.
3. You grant us a limited licence to host, store, copy, transmit and display your content, solely so that we can operate the Service for you — for example to save a flow, list it, open it again, back it up, and build a document from it. That licence ends when the content is deleted.
4. We do not use your content to train machine learning models, we do not sell it, and we do not show it to anyone outside our own operation of the Service, except as clause 18 and the Privacy Policy describe.
5. You are responsible for your content. You confirm you have the right to upload it, that it does not infringe anyone else's rights, and that it does not contain anything unlawful.
6. Do not put information in a flow that you would not want stored on a hosted service — in particular government identifiers, payment card numbers, health records, or another person's sensitive information — unless you have a lawful basis for doing so and have satisfied yourself that this Service is a suitable place for it.
7. We may remove content that breaches these Terms. Where we can, we will tell you first.

9. Our intellectual property

1. The Service — its code, interface, shape sets, starter flows, numbering system, checking rules, generated document structures and wording, name, logo and brand — is our intellectual property or licensed to us, and is protected by copyright and other laws.
2. The licence in clause 3 is the only right you get. All other rights are reserved.
3. You may use our name and logo to say that you use the Service. You may not use them in a way that suggests we endorse you, or as part of your own product name, brand or domain.
4. If you send us an idea, a suggestion or a bug report, we may use it without owing you anything. That does not give us any right to your content.

10. What the documents it builds are, and are not

1. The Service builds documents from what you have drawn. It reads your shapes, arrows, labels and notes, and writes them out in a chosen format.
2. Where your drawing does not say something, the document says so. It does not fill the gap.
3. The documents are not legal, safety, regulatory, financial, engineering or professional advice, and they are not certified against any standard. A procedure, work instruction, specification or policy produced from a flow is a starting point that reflects what you drew, and remains your document to check, approve and own.
4. You are responsible for reviewing anything the Service produces before you rely on it or give it to somebody else.

11. Availability and support

1. We aim to keep the Service available at all times but do not guarantee uninterrupted or error-free operation. It may be unavailable for maintenance, for third-party outages, or for reasons outside our control.
2. There is no service level agreement and no guaranteed response time unless we have agreed one with you in writing.
3. Support is by email to hello@designerflowcharts.com. We answer paid accounts first.
4. We keep backups of saved flows as part of running the Service. Backups are a safeguard for us, not a guarantee to you: keep your own copies of anything you cannot afford to lose. The Service lets you export every flow and every document at any time, on every plan.

12. Acceptable use

You must not use the Service to:

• break any law, or help anyone else to;
• store or transmit anything that infringes another person's rights, or that is defamatory, harassing, or unlawful;
• store malware, or attempt to attack, probe or overload the Service or the systems it runs on;
• attempt to reach another account's data, or to test the Service's security without our written permission;
• impersonate anyone, or misrepresent your association with any person or organisation.

13. Suspension and termination

1. You may close your account at any time by emailing us.
2. We may suspend or terminate an account immediately if you materially breach these Terms — in particular clauses 4 or 12 — or if we are required to by law.
3. We may suspend an account where a payment is overdue, after telling you.
4. We may terminate an account on 30 days' notice for any other reason, and will refund the unused part of any period you have paid for.
5. If we withdraw the Service altogether we will give at least 60 days' notice, refund the unused part of any paid period, and keep exports working for the whole of that notice period.

14. What happens to your flows afterwards

1. Dropping from a paid plan to the free plan does not delete anything. You keep access to every flow you have, you can still open, print and export all of them, and the only thing that stops is saving new flows past the free limit of three.
2. If you close your account, we delete your flows, your uploaded files and your account record within 30 days, other than records we are required to keep — see the Privacy Policy.
3. If we terminate your account for breach, we will keep your content for 30 days and give you a reasonable opportunity to export it, unless the law prevents us.
4. Deleted content cannot be recovered once it has gone from our backups.

15. Warranties and the Australian Consumer Law

1. Our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law. Nothing in these Terms excludes, restricts or modifies those guarantees.
2. For a failure that is not a major failure, our liability is limited, at our option, to resupplying the service or paying the cost of having it resupplied.
3. Beyond those guarantees, and to the extent permitted by law, the Service is provided as it is and as available, and we make no other warranty — express or implied — including any warranty that it will meet your requirements, be uninterrupted, or produce any particular result.

16. Liability

1. Subject to clause 15, and to the extent permitted by law, neither party is liable to the other for indirect or consequential loss, loss of profit, loss of revenue, loss of business opportunity, or loss of or corruption of data.
2. Subject to clause 15, and to the extent permitted by law, our total aggregate liability arising out of or in connection with the Service and these Terms is limited to the total amount you paid us in the 12 months before the event giving rise to the liability, or A$100 if you paid us nothing.
3. Each party must take reasonable steps to reduce its loss.

17. Indemnity

1. You indemnify us against any claim, loss or cost arising from your content, from your use of the Service in breach of these Terms, or from your breach of any law.
2. We will tell you promptly of any such claim and will not settle it without your agreement, which you must not unreasonably withhold.

18. Privacy

1. We handle personal information in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles. Our Privacy Policy forms part of these Terms.
2. You are responsible for any personal information you put into a flow, and for having a lawful basis to do so. Where you are the controller of that information and we host it for you, you must tell the people it is about, in your own privacy notice, that it is stored on a hosted service.

19. Changes to these terms and to the service

1. We may change these Terms. The current version is always at designerflowchart.com/terms and carries the date it took effect.
2. For a change that materially reduces your rights, we will email the address on your account at least 14 days before it takes effect. Continuing to use the Service after that date is acceptance. If you do not accept it, cancel and we will refund the unused part of any paid period.
3. We may add, change or remove features. We will not remove the ability to export your flows and documents while your account is open.

20. Notices

1. We give notice by email to the address on your account, or by a message in the application. Notice is taken to be received on the next business day.
2. You give notice to us at hello@designerflowcharts.com.
3. Keep your email address current. A notice sent to an address you no longer read is still valid notice.

21. Assignment and subcontracting

1. You may not assign or transfer your account or these Terms without our written consent.
2. We may assign these Terms to a purchaser of our business, and may use subcontractors and service providers — for example our hosting and payment providers — to deliver the Service. We remain responsible to you for their part in it.

22. General

1. These Terms, with the Privacy Policy, are the whole agreement between us about the Service and replace anything said or written before.
2. If a clause is unenforceable it is severed and the rest stands.
3. A failure to enforce a right is not a waiver of it.
4. Neither party is liable for a failure caused by something outside its reasonable control.
5. Clauses 8, 9, 14, 15, 16, 17 and 23 survive termination.

23. Governing law

1. These Terms are governed by the laws of Victoria, Australia.
2. Both parties submit to the exclusive jurisdiction of the courts of Victoria and the courts entitled to hear appeals from them.
3. Before starting proceedings, each party must first raise the issue in writing and allow 14 days to resolve it.

24. Definitions