Terms of Service

Welcome to Brieft ("Brieft", "we", "our", or "us").

These Terms of Service ("Terms") govern your access to and use of the Brieft website, applications, software, APIs and related services (collectively, the "Services").

By creating an account, accessing or using the Services, or accepting these Terms through any registration or subscription process, you agree to be legally bound by these Terms.

If you are using the Services on behalf of a company, organisation or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. In that case, references to "you" include both you and the entity you represent.

If you do not agree to these Terms, you must not access or use the Services.

Your use of the Services is also subject to our Privacy Policy, which explains how we collect, use and protect personal information.

For the purposes of these Terms:

• Account means an account created to access the Services.
• Business Customer means the company, organisation or legal entity that registers for or uses the Services.
• Content means any information, files, documents, images, artwork, comments, approvals, annotations, metadata or other material uploaded, stored, shared or transmitted through the Services.
• Guest User means an individual who accesses Content through an invitation or secure sharing link without holding a full Brieft account.
• Services means the Brieft platform, website, software, applications, APIs and related functionality.
• Subscription means any paid or trial plan offered by Brieft.
• Workspace means a dedicated environment within Brieft used by a Business Customer to organise Content, users, permissions and workflows.
• User means any individual who accesses or uses the Services, including account holders, administrators, team members and Guest Users.

You may use the Services only if:

• you are legally capable of entering into a binding contract;
• you comply with these Terms and all applicable laws;
• you are authorised to use the Services on behalf of yourself or your organisation; and
• you provide accurate and complete registration information.

The Services are intended for business and professional use. Brieft is not directed to children and is not intended for individuals under the age of 18, or the age of legal majority in their jurisdiction.

We reserve the right to refuse access to the Services where permitted by law.

To access certain features of the Services, you may be required to create an Account. You agree to:

• provide accurate, current and complete information;
• keep your account information up to date;
• maintain the confidentiality of your login credentials;
• promptly notify Brieft of any unauthorised use of your account; and
• accept responsibility for all activity occurring under your account unless caused by our breach of these Terms or applicable law.

Business Customers are responsible for administering their Workspaces, including:

• inviting and removing users;
• assigning permissions and roles;
• managing Guest User access;
• controlling document sharing;
• reviewing approval workflows; and
• ensuring that only authorised individuals have access to confidential information.

Workspace administrators are responsible for the actions of users they authorise to access their Workspace. Brieft is not responsible for access granted by a Business Customer to its employees, contractors, clients or other authorised users.

Subject to these Terms, Brieft grants you a limited, non-exclusive, non-transferable and revocable right to access and use the Services for your internal business purposes.

You agree to use the Services only in accordance with these Terms and applicable laws. You must not:

• use the Services for unlawful, fraudulent or deceptive purposes;
• interfere with the security or operation of the Services;
• attempt to gain unauthorised access to any system, Workspace or account;
• upload malware, viruses or other malicious code;
• interfere with another user's use of the Services;
• reverse engineer, decompile or attempt to discover the source code of the Services except where prohibited by law;
• use automated tools to scrape or extract data from the Services without our prior written consent;
• circumvent usage limits, security measures or access controls; or
• use the Services in any manner that could damage, disable or impair the platform.

We may suspend or restrict access where reasonably necessary to protect the security, integrity or availability of the Services.

Business Customers and their authorised users retain all ownership rights, title and interest in the Content they upload, store or manage through the Services. Nothing in these Terms transfers ownership of Customer Content to Brieft.

You grant Brieft a limited, worldwide, non-exclusive, royalty-free licence to host, store, process, transmit, display and otherwise use Customer Content solely to the extent necessary to:

• provide the Services;
• operate and maintain the platform;
• display Content to authorised users;
• facilitate collaboration, approvals and document sharing;
• provide customer support;
• maintain backups and disaster recovery systems;
• protect the security and integrity of the Services; and
• comply with applicable law.

This licence automatically ends when the applicable Content is permanently deleted from the Services, subject to reasonable backup retention periods and any legal obligations requiring continued retention.

You represent and warrant that you have all necessary rights, permissions and authority to upload, store, share and process Customer Content through the Services. You are solely responsible for the legality, accuracy and ownership of the Content you upload and for ensuring that its use through the Services does not infringe the rights of any third party.

Ownership of the Services

The Services, including the Brieft platform, website, software, applications, user interface, workflows, visual design, branding, logos, trade marks, documentation, text, graphics, code, databases and all related intellectual property rights are owned by or licensed to Brieft and are protected by applicable intellectual property laws.

Except for the limited rights expressly granted under these Terms, nothing in these Terms transfers or grants to you any ownership rights in the Services or Brieft's intellectual property.

Ownership of Customer Content

Business Customers and their authorised users retain all ownership rights, title and interest in the Content they upload to the Services. Brieft does not claim ownership of Customer Content. Nothing in these Terms transfers ownership of Customer Content to Brieft.

Licence Granted to Brieft

To enable Brieft to provide the Services, you grant Brieft a limited, worldwide, non-exclusive, royalty-free licence to host, store, reproduce, process, transmit, display and otherwise use Customer Content solely for the purpose of:

• providing the Services;
• storing and securing Customer Content;
• displaying Content to authorised users;
• enabling collaboration, reviews, approvals and document sharing;
• maintaining version history;
• generating previews and thumbnails;
• creating backups and disaster recovery copies;
• providing customer support;
• detecting and preventing fraud, abuse or security incidents;
• complying with legal obligations; and
• improving the performance, reliability and security of the Services.

This licence exists only for as long as necessary to provide the Services and terminates when Customer Content is permanently deleted, subject to reasonable backup retention periods and any legal obligations requiring continued retention.

Feedback

We welcome suggestions, ideas, feature requests and other feedback regarding the Services. If you choose to provide feedback, you grant Brieft a perpetual, irrevocable, worldwide, royalty-free licence to use, modify, reproduce, publish, distribute and incorporate that feedback into the Services without compensation or attribution to you. You are under no obligation to provide feedback.

Usage Data

Brieft may collect and use technical information, operational metrics, performance information and aggregated or de-identified usage data relating to the operation of the Services. Such information may be used to maintain and improve the Services, monitor performance, develop new features, produce analytics, improve security, understand product usage, and support business planning. Where reasonably possible, this information will be aggregated or de-identified so that it does not identify an individual or Business Customer.

Brieft will not sell Customer Content or use Customer Content for advertising purposes.

Artificial Intelligence

Unless expressly stated otherwise in writing, Brieft will not use Customer Content to train publicly available artificial intelligence or machine learning models. If Brieft introduces optional artificial intelligence features in the future, we will clearly explain how Customer Content is processed and provide any notices or choices required under applicable law.

Reservation of Rights

Except for the limited rights expressly granted under these Terms, all rights, title and interest in and to the Services remain exclusively with Brieft and its licensors. No rights are granted by implication, estoppel or otherwise. Any unauthorised use of the Services or Brieft's intellectual property may result in suspension or termination of access and may give rise to legal action where appropriate.

Subscription Plans

Brieft may offer free, trial and paid subscription plans. The features, storage limits, user limits, pricing and functionality available under each plan will be described on our website or within the Services and may change from time to time. By subscribing to a paid plan, you agree to pay all applicable fees associated with your selected Subscription.

Billing

Unless otherwise agreed in writing, Subscription fees are billed in advance on a recurring basis. Subscriptions automatically renew at the end of each billing period unless cancelled before the next renewal date. You authorise Brieft and its payment processor to charge your nominated payment method for all applicable Subscription fees, taxes and other charges incurred in connection with your use of the Services.

Payment Processing

Payments are processed by third-party payment providers, including Stripe. Brieft does not store your complete payment card details. Your use of third-party payment services may also be subject to the terms and privacy policies of those providers.

Taxes

Unless otherwise stated, Subscription fees are exclusive of any applicable taxes, duties or government charges. You are responsible for paying any taxes applicable to your purchase, except for taxes imposed on Brieft's income. Where required by law, applicable taxes will be added to your invoice at the time of purchase.

Price Changes

Brieft may change Subscription pricing from time to time. Where pricing changes affect an existing paid Subscription, we will provide reasonable advance notice before the new pricing takes effect. Your continued use of the Services after the new pricing becomes effective constitutes acceptance of the updated pricing. If you do not agree with the revised pricing, you may cancel your Subscription before the new pricing takes effect.

Upgrades and Downgrades

You may upgrade or downgrade your Subscription where supported by the Services. Upgrades may take effect immediately or at the start of the next billing cycle, depending on the plan selected. Downgrades may result in reduced functionality, lower storage limits or loss of access to certain features at the beginning of the next billing cycle. It is your responsibility to ensure your selected Subscription meets your operational requirements.

Failed Payments

If a payment cannot be successfully processed, Brieft may retry the payment, notify you of the failed payment, suspend access to paid features, restrict uploads or other functionality, downgrade your Subscription where appropriate, or terminate your Subscription following reasonable notice if payment remains outstanding. You remain responsible for all outstanding fees incurred prior to cancellation or termination.

Cancellation

You may cancel your Subscription at any time through your account settings or by contacting Brieft. Unless otherwise stated, cancellation takes effect at the end of the current billing period. Cancelling a Subscription does not automatically delete your Account or Workspace. Following cancellation, your access may revert to any available free plan or your access to the Services may end, depending on the Subscription available at that time.

Refunds

Except where required by applicable law or expressly stated otherwise, Subscription fees are non-refundable. No refunds or credits will be provided for partial billing periods, unused Services, unused storage, unused user licences, or early cancellation. Nothing in this section limits any non-excludable rights or remedies you may have under applicable consumer protection laws.

Promotional Offers

Brieft may offer discounts, promotional pricing, credits or special offers from time to time. Unless expressly stated otherwise, promotional offers cannot be combined; promotional pricing applies only for the stated promotional period; Brieft may modify or withdraw promotional offers at any time; and standard pricing will apply once the promotional period ends.

Suspension for Non-Payment

Brieft reserves the right to suspend or limit access to paid features where Subscription fees remain unpaid after reasonable notice. Where practicable, we will provide an opportunity to update payment information before suspending the Services. Suspension for non-payment does not relieve you of your obligation to pay outstanding fees.

Enterprise Agreements

Where a Business Customer enters into a separately negotiated written agreement with Brieft, the terms of that agreement will prevail over these Terms to the extent of any inconsistency.

Brieft is intended to support legitimate business collaboration, document management and approval workflows. You agree to use the Services responsibly, lawfully and in accordance with these Terms.

Acceptable Use

You may use the Services only for lawful business purposes and in a manner that does not interfere with the operation, security or availability of the Services or the rights of others. You are responsible for all activity occurring within your Account and Workspace, including activity undertaken by users you authorise to access the Services.

Prohibited Activities

You must not, and must not permit any other person to:

• use the Services for any unlawful, fraudulent or deceptive purpose;
• upload, transmit or distribute malware, viruses, ransomware or other malicious code;
• attempt to gain unauthorised access to any account, Workspace, system or network;
• interfere with, disrupt or compromise the security, integrity or performance of the Services;
• circumvent authentication, access controls, security measures or usage limitations;
• probe, scan or test the vulnerability of the Services without our prior written permission;
• reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying technology of the Services, except where such restrictions are prohibited by applicable law;
• scrape, harvest or extract data from the Services using automated means without our prior written consent;
• use bots or automated systems in a manner that places an unreasonable burden on the Services;
• impersonate another individual or organisation;
• misrepresent your identity or authority;
• interfere with another user's ability to access or use the Services; or
• use the Services in any manner that could damage, disable or impair the platform.

Prohibited Content

You must not upload, store, share or distribute Content that:

• infringes the intellectual property rights or other legal rights of another person;
• is unlawful, defamatory, fraudulent or misleading;
• contains malware or malicious code;
• promotes or facilitates criminal activity;
• contains material that you do not have the legal right to possess, distribute or disclose;
• violates applicable privacy, confidentiality or data protection laws;
• is intended to interfere with the operation or security of the Services; or
• otherwise breaches these Terms or applicable law.

Brieft does not actively monitor Customer Content and is not responsible for reviewing all Content uploaded to the Services.

Customer Responsibility

You are solely responsible for the legality of the Content you upload; ensuring you have all necessary rights and permissions to upload and share that Content; complying with applicable laws relating to privacy, confidentiality and intellectual property; and ensuring that any Guest Users or authorised users within your Workspace comply with these Terms.

Reporting Misuse

If you become aware of misuse of the Services, unauthorised access, infringement of intellectual property rights, or other activity that may violate these Terms, you should notify Brieft as soon as reasonably practicable.

Enforcement

Where we reasonably believe that these Terms have been breached, Brieft may, without limiting any other rights or remedies available to us, remove or restrict access to Content where reasonably necessary; suspend or limit access to the Services; disable sharing links or Guest User access; investigate suspected misuse; cooperate with law enforcement or regulatory authorities where required by law; and terminate Accounts or Workspaces for serious or repeated breaches.

Where practicable, and unless prohibited by law or necessary to protect the security or integrity of the Services, we will endeavour to notify affected users before taking enforcement action. Nothing in this section requires Brieft to monitor Customer Content or actively investigate every allegation of misuse.

Reservation of Rights

Brieft reserves the right to take any action reasonably necessary to protect the security, integrity and lawful operation of the Services, our users and our business. Our decision not to enforce any provision of these Terms in a particular instance does not constitute a waiver of our right to enforce that provision in the future.

Brieft recognises that the Services may be used to store, review and share confidential and commercially sensitive information. Both Brieft and Business Customers agree to protect Confidential Information disclosed in connection with the Services in accordance with this section.

Confidential Information

For the purposes of these Terms, Confidential Information means any non-public information disclosed by one party to the other that a reasonable person would understand to be confidential because of its nature or the circumstances of its disclosure. Confidential Information may include, without limitation: business plans; financial information; pricing; customer lists; marketing strategies; trade secrets; software; technical information; product roadmaps; creative assets; designs; artwork; source files; contracts; documents uploaded to the Services; and other proprietary information.

Confidential Information does not include information that is or becomes publicly available through no breach of these Terms; was lawfully known by the receiving party before disclosure; is lawfully received from a third party without restriction; or is independently developed without reference to the disclosing party's Confidential Information.

Confidentiality Obligations

Each party agrees to keep the other party's Confidential Information confidential; use Confidential Information only as reasonably necessary to exercise its rights and perform its obligations under these Terms; protect Confidential Information using reasonable administrative, technical and organisational safeguards appropriate to its sensitivity; and restrict access to Confidential Information to employees, contractors and service providers who have a legitimate need to know and who are bound by appropriate confidentiality obligations.

Brieft will not access or use Customer Content except where reasonably necessary to provide the Services; respond to customer support requests; maintain or improve the operation, security or reliability of the Services; investigate suspected misuse or security incidents; comply with legal obligations; or where otherwise authorised by the relevant Business Customer.

Required Disclosures

A party may disclose Confidential Information where disclosure is required by applicable law, regulation, court order or lawful request from a government authority. Where legally permitted, the receiving party will make reasonable efforts to notify the disclosing party before making such disclosure so that the disclosing party has an opportunity to seek protective measures or otherwise respond.

Security Measures

Brieft maintains administrative, technical and organisational safeguards designed to protect Customer Content and Confidential Information against unauthorised access, disclosure, alteration or destruction. Additional information regarding our security practices is available in our Privacy Policy and may be updated from time to time.

Survival

The confidentiality obligations set out in this section continue after termination or expiry of these Terms for as long as the relevant information remains confidential, except to the extent disclosure is required by law. Nothing in this section transfers ownership of Confidential Information or grants either party any intellectual property rights except as expressly provided in these Terms.

Brieft is provided as a cloud-based software service and is designed to be available on an ongoing basis. While we aim to provide a reliable and high-quality service, we do not guarantee that the Services will be uninterrupted, error-free or available at all times.

The availability of the Services may be affected by scheduled maintenance, software updates, internet connectivity, third-party service providers, infrastructure failures, security incidents or events beyond our reasonable control.

Service Availability

Brieft will use commercially reasonable efforts to maintain the availability, reliability and performance of the Services. However, we do not guarantee uninterrupted access to the Services; continuous availability of every feature; that all defects or errors will be corrected immediately; that the Services will operate without delays or interruptions; or compatibility with every device, browser or operating environment. Temporary interruptions may occur as part of the normal operation and maintenance of a cloud-based platform.

Scheduled Maintenance

From time to time, Brieft may perform scheduled maintenance, upgrades or infrastructure improvements. Where reasonably practicable, we will provide advance notice of scheduled maintenance that is expected to materially affect the availability of the Services. Scheduled maintenance may temporarily limit access to some or all features of the platform.

Emergency Maintenance

Brieft may perform emergency maintenance without prior notice where reasonably necessary to protect the security of the Services; respond to a security incident; address critical software defects; prevent data loss; maintain platform stability; or comply with legal or regulatory requirements. We will endeavour to restore normal service as quickly as reasonably practicable.

Changes to the Services

Brieft continually develops and improves the Services. Accordingly, we may introduce new features, modify existing functionality, improve user interfaces, enhance security measures, discontinue outdated features, change storage limits or technical requirements, or make other operational improvements. Where changes materially reduce the core functionality of a paid Subscription, we will provide reasonable notice where practicable.

Third-Party Dependencies

The Services rely on third-party infrastructure and technology providers, including providers responsible for cloud storage, payment processing and internet infrastructure. Brieft is not responsible for interruptions or failures caused by third-party services that are outside our reasonable control, although we will use commercially reasonable efforts to minimise their impact on our customers.

Customer Responsibilities

You are responsible for ensuring that you have a compatible device and supported web browser; a reliable internet connection; appropriate security measures for your own systems; current software updates where reasonably necessary to access the Services; and appropriate internal backup and business continuity procedures for your organisation.

No Guaranteed Uptime

Unless expressly agreed in a separate written Service Level Agreement (SLA), Brieft does not provide a guaranteed uptime commitment or service availability guarantee. Any published uptime statistics, operational targets or performance metrics are provided for informational purposes only and do not form part of these Terms.

Future Service Levels

Brieft may, at its discretion, offer Service Level Agreements or enhanced support commitments for certain Subscription plans or enterprise customers under separate written agreements. Where such an agreement exists, its terms will prevail over this section to the extent of any inconsistency.

Brieft is continually evolving. We regularly release new features, improvements, security updates and performance enhancements to improve the Services. By using the Services, you acknowledge that the platform may change over time and that features, functionality and user interfaces may be modified, added or removed.

Updates and Improvements

Brieft may, from time to time, introduce new features or functionality; improve existing features; enhance security measures; optimise performance; correct software defects; modify user interfaces; improve compatibility with supported devices and browsers; update technical requirements; or retire outdated functionality. We may deploy updates automatically where appropriate to maintain the security, stability and performance of the Services.

Maintenance

To ensure the ongoing operation of the Services, Brieft may perform scheduled or emergency maintenance. Maintenance may temporarily affect the availability of some or all functionality. Where reasonably practicable, we will provide advance notice of scheduled maintenance expected to materially impact customers.

Beta Features

From time to time, Brieft may make available experimental, preview, alpha, beta or early access features ("Beta Features"). Beta Features are provided for evaluation and testing purposes and may be incomplete; contain bugs or errors; change substantially before general release; be modified without notice; be discontinued at any time; or never become generally available. Your use of Beta Features is entirely optional unless expressly stated otherwise.

Feedback on Beta Features

If you choose to use Beta Features, you may provide feedback regarding their functionality, usability or performance. Unless otherwise agreed in writing, any feedback provided in relation to Beta Features is subject to the Feedback provisions contained in these Terms.

Support for Beta Features

Unless expressly stated otherwise, Beta Features may not receive the same level of support as generally available features; may not be included within standard support commitments; may be subject to additional usage limitations; and may experience reduced reliability or performance.

No Warranty for Beta Features

To the fullest extent permitted by law, Beta Features are provided "as is" and "as available", without any representation or warranty of any kind. Brieft does not warrant that Beta Features will operate without interruption, be error-free, or meet any particular performance or availability standard.

Compatibility

We aim to maintain compatibility with current versions of major supported web browsers and operating systems. However, we do not guarantee compatibility with outdated browsers; unsupported operating systems; modified devices; third-party browser extensions; unsupported integrations; or custom software environments. It is your responsibility to maintain compatible software and devices when accessing the Services.

Retirement of Features

Brieft may retire or discontinue features that are obsolete, rarely used, technically impractical to maintain or superseded by improved functionality. Where the retirement of a feature materially affects paid customers, we will endeavour to provide reasonable advance notice where practicable and, where appropriate, offer a suitable alternative. Nothing in this section limits any non-excludable rights you may have under applicable consumer protection laws.

Brieft may integrate with or rely upon third-party services, software, infrastructure, websites and technologies in order to provide, operate and enhance the Services. Your use of certain features may therefore also involve services provided by independent third parties.

Third-Party Providers

Without limiting the generality of the above, Brieft may use third-party providers for services including cloud storage; payment processing; authentication; analytics; email delivery; infrastructure and content delivery; security monitoring; software development; application performance monitoring; customer communications; and other operational services necessary to provide the Services. These providers may change from time to time as our Services evolve.

Independent Services

Third-party services are operated independently of Brieft. To the extent permitted by law, Brieft is not responsible for the operation of third-party services; the availability of third-party services; changes made by third-party providers; interruptions caused by third-party systems; the privacy practices of independent providers; or the terms and conditions imposed by those providers. Your use of third-party services may be subject to separate agreements, licences or privacy policies between you and the relevant provider.

Integrations

Where the Services allow you to connect with third-party applications or services, you acknowledge that you choose whether to enable the integration; you authorise the exchange of information necessary for the integration to function; Brieft is not responsible for the operation or security of third-party applications; and disabling an integration may affect related functionality within the Services. You are responsible for reviewing the terms and privacy practices of any third-party application you choose to connect to Brieft.

Changes to Third-Party Providers

Brieft may add, replace or discontinue third-party providers where reasonably necessary to improve the Services; enhance security; increase reliability; reduce operational risk; comply with legal requirements; or support new functionality. Where a change materially affects the processing of personal information or significantly impacts the operation of the Services, we will provide notice where required by applicable law.

Availability of Integrations

Brieft does not guarantee that any particular integration will remain available indefinitely. Third-party providers may change, suspend or discontinue their own services at any time, and this may affect the availability or functionality of related integrations within Brieft. Where reasonably practicable, we will endeavour to provide advance notice of significant integration changes that materially affect customers.

Third-Party Content

The Services may include links to third-party websites, documentation or online resources for your convenience. Brieft does not endorse, control or assume responsibility for any third-party websites or content. Accessing third-party websites is entirely at your own risk.

Future Integrations

As the Services develop, Brieft may introduce additional integrations with third-party products or services. The availability, functionality and support of such integrations may vary depending on your Subscription plan, technical compatibility and the continued availability of the relevant third-party service. Nothing in these Terms requires Brieft to develop, maintain or continue supporting any particular third-party integration.

Brieft may suspend or restrict access to all or part of the Services where we reasonably believe that suspension is necessary to protect the security, integrity, availability or lawful operation of the Services, our users or our business.

Where reasonably practicable, we will provide notice before suspending an Account or Workspace. However, we may suspend access immediately where prior notice would be inappropriate or could compromise the security or operation of the Services.

Grounds for Suspension

Brieft may suspend an Account, Workspace or access to specific features where we reasonably believe that these Terms have been materially breached; Subscription fees remain unpaid after reasonable notice; an Account has been compromised or accessed without authorisation; the Services are being used in a fraudulent, unlawful or deceptive manner; Customer Content or user activity presents a security risk; malware or malicious code has been uploaded or distributed through the Services; a user's actions are disrupting the operation or security of the Services; suspension is necessary to investigate suspected misuse; suspension is required to comply with applicable law, a court order or a lawful request from a government authority; or suspension is otherwise reasonably necessary to protect Brieft, its customers or third parties.

Scope of Suspension

Depending on the circumstances, Brieft may suspend an individual user account; a Guest User; a specific Workspace; access to particular features; uploads or downloads; external sharing links; API access; administrative privileges; or access to the Services in whole or in part. Where reasonably possible, Brieft will seek to apply the least restrictive suspension necessary to address the relevant issue.

Investigation

Where an Account or Workspace is suspended, Brieft may investigate the circumstances giving rise to the suspension. You agree to cooperate with any reasonable requests for information necessary to verify compliance with these Terms or to assist in resolving security or operational issues. Brieft will treat information obtained during any investigation in accordance with our Privacy Policy and applicable law.

Restoration of Access

Where the issue giving rise to the suspension has been resolved to our reasonable satisfaction, Brieft may restore access to the affected Account or Workspace. Restoration of access is at Brieft's reasonable discretion, taking into account the nature of the issue, any ongoing risks and our obligations to other users and applicable law.

Effect of Suspension

Unless otherwise specified by Brieft, suspension does not terminate these Terms; payment obligations continue during any period of suspension unless otherwise required by law or agreed by Brieft; Brieft may continue to retain Customer Content in accordance with these Terms and our Privacy Policy; and repeated or serious breaches may result in permanent termination of the relevant Account or Workspace.

Emergency Action

Nothing in these Terms prevents Brieft from taking immediate action where reasonably necessary to prevent unauthorised access; contain a security incident; protect Customer Content; maintain the stability of the Services; comply with legal obligations; or prevent material harm to Brieft, its customers or other third parties. Where circumstances permit, we will notify affected users as soon as reasonably practicable after emergency action has been taken.

No Waiver

A decision by Brieft not to suspend an Account or enforce these Terms in a particular circumstance does not limit our right to do so in the future where appropriate.

These Terms remain in effect until terminated by you or Brieft in accordance with this section.

Termination by You

You may terminate your Account or Subscription at any time by cancelling your Subscription through the Services where available; or contacting Brieft to request closure of your Account. Termination of your Account does not automatically delete Customer Content. Customer Content will be handled in accordance with these Terms, our Privacy Policy and any applicable retention periods.

Termination by Brieft

Brieft may terminate or permanently disable an Account or Workspace where we reasonably believe that you have materially or repeatedly breached these Terms; you have engaged in fraudulent, unlawful or deceptive conduct; continued access presents a material security risk; Subscription fees remain unpaid following reasonable notice; we are required to do so by law or lawful order; you misuse the Services in a manner likely to cause harm to Brieft, other users or third parties; or continued provision of the Services is no longer commercially or technically practicable.

Where reasonably practicable, Brieft will provide notice before terminating an Account. Immediate termination may occur where prior notice would be inappropriate, unlawful or likely to compromise the security or integrity of the Services.

Termination for Convenience

Brieft reserves the right to discontinue the Services or any part of the Services at its discretion. Where reasonably practicable, we will provide advance notice of any decision to permanently discontinue the Services. For customers with active paid Subscriptions, any prepaid fees for periods after the effective termination date will be handled in accordance with applicable law.

Survival

Termination of these Terms does not affect any rights, obligations or liabilities that accrued before termination. Any provisions which, by their nature, are intended to survive termination will continue to apply, including provisions relating to intellectual property; confidentiality; payment obligations; warranties and disclaimers; limitation of liability; indemnification; dispute resolution; and governing law.

Upon termination or expiry of these Terms, your right to access and use the Services will cease, except where otherwise expressly permitted by Brieft.

Customer Content

Following termination, Customer Content may remain available for a limited period where reasonably necessary to allow data export where supported; complete account closure procedures; comply with legal obligations; resolve disputes; protect the security and integrity of the Services; or complete routine backup retention processes. Following the applicable retention period, Brieft may permanently delete Customer Content in accordance with our Privacy Policy.

Customers are responsible for exporting any Content they wish to retain before termination or expiry of any applicable access period. Brieft is not responsible for Customer Content that cannot be recovered following permanent deletion.

Outstanding Fees

Termination does not relieve you of any obligation to pay fees that became due before the effective termination date. Any unpaid amounts remain immediately payable unless otherwise required by applicable law.

Licences

Upon termination all licences granted to you under these Terms immediately cease; and the limited licence granted to Brieft to process Customer Content continues only to the extent reasonably necessary to complete deletion, comply with legal obligations, resolve disputes, protect the Services or fulfil surviving obligations under these Terms.

Return of Confidential Information

Where reasonably practicable, each party will cease using the other party's Confidential Information following termination, except where retention is required by law; required for legitimate record-keeping purposes; maintained within secure backups; or necessary to resolve disputes or enforce legal rights.

No Continuing Obligation

Unless otherwise agreed in writing, Brieft has no obligation to continue hosting, storing or maintaining Customer Content after the applicable retention period has expired. Customers are strongly encouraged to maintain their own backups of important Content.

Accrued Rights

Termination does not limit either party's right to pursue any legal remedies arising from conduct occurring before termination. All rights and remedies available under applicable law remain unaffected.

Brieft is committed to providing a reliable and secure document management platform. However, the Services are provided subject to the disclaimers set out in this section.

Services Provided "As Is"

To the fullest extent permitted by applicable law, the Services are provided on an "as is" and "as available" basis. While Brieft uses commercially reasonable efforts to provide reliable Services, we do not warrant that the Services will be uninterrupted or error-free; every defect will be corrected; the Services will meet every customer's particular requirements; the Services will always be available; the Services will be compatible with every device, browser or software environment; or Customer Content will never be lost, corrupted or unavailable.

Customer Responsibility

Business Customers are responsible for determining whether the Services are suitable for their needs; maintaining appropriate backups of important Content; ensuring appropriate user permissions; complying with applicable laws; and verifying the accuracy of approvals, documents and workflows generated through the Services.

Third-Party Services

Brieft does not warrant the performance, availability or reliability of third-party services, including cloud infrastructure, payment processors or other external providers used in connection with the Services.

No Professional Advice

Information provided through the Services is provided for general operational purposes only and does not constitute legal, accounting, financial or professional advice. Customers should obtain independent professional advice where appropriate.

Australian Consumer Law

Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy that cannot lawfully be excluded under the Australian Consumer Law or any other applicable legislation. Where liability cannot be excluded but can be limited, Brieft limits its liability to the maximum extent permitted by law.

To the fullest extent permitted by applicable law, Brieft's total aggregate liability arising out of or relating to the Services or these Terms, whether in contract, tort (including negligence), statute or otherwise, will not exceed the total Subscription fees paid by the applicable Business Customer to Brieft during the twelve (12) months immediately preceding the event giving rise to the claim.

Excluded Losses

To the fullest extent permitted by law, Brieft will not be liable for any indirect, incidental, consequential, special, exemplary or punitive damages, including any loss of profits; revenue; business opportunities; goodwill; reputation; anticipated savings; data; business interruption; or use of the Services, even if Brieft has been advised that such losses were possible.

Customer Content

Brieft is not responsible for the legality or accuracy of Customer Content; loss arising from Customer misuse of the Services; unauthorised sharing by users authorised by the Business Customer; actions taken by Guest Users invited by the Business Customer; or decisions made by customers based upon information contained within Customer Content.

Security Incidents

Brieft implements reasonable administrative, technical and organisational safeguards designed to protect Customer Content. However, no internet-based service can guarantee absolute security. Except where required by law or arising from Brieft's negligence, wilful misconduct or breach of applicable law, Brieft is not liable for losses arising solely from events outside its reasonable control.

Basis of the Bargain

The limitations contained in these Terms form an essential basis of the agreement between the parties. The parties acknowledge that Subscription pricing reflects these agreed allocations of risk.

You agree to indemnify, defend and hold harmless Brieft, its directors, officers, employees, contractors, affiliates and licensors from and against any claims, liabilities, damages, losses, judgments, settlements, costs and expenses (including reasonable legal fees) arising out of or relating to your breach of these Terms; your misuse of the Services; Customer Content uploaded, stored or shared through your Account or Workspace; infringement of the intellectual property rights of another person by Customer Content; your breach of applicable laws; claims arising from your relationship with your own customers, employees or contractors; or negligent, fraudulent or unlawful conduct by you or your authorised users.

This indemnity does not apply to the extent a claim results directly from Brieft's own negligence, wilful misconduct or breach of these Terms.

Brieft will promptly notify you of any claim where reasonably practicable; allow you reasonable control of the defence or settlement of the claim, provided that no settlement admitting fault or imposing obligations on Brieft may be entered into without Brieft's prior written consent (not to be unreasonably withheld); and provide reasonable assistance in defending the claim at your expense where appropriate.

The obligations contained in this section survive termination or expiry of these Terms.

These Terms and any dispute, controversy or claim arising out of or relating to these Terms or the Services are governed by the laws of New South Wales, Australia, without regard to any conflict of law principles.

You and Brieft irrevocably submit to the exclusive jurisdiction of the courts of New South Wales and the Commonwealth of Australia in relation to any dispute arising out of or in connection with these Terms or the Services.

Nothing in this section limits any non-excludable rights you may have under applicable consumer protection laws.

Brieft will not be liable for any delay or failure to perform its obligations under these Terms where that delay or failure results from circumstances beyond our reasonable control. Such circumstances may include, without limitation: natural disasters; floods; bushfires; earthquakes; pandemics or public health emergencies; war; terrorism; civil unrest; industrial disputes; government actions; power outages; failures of telecommunications or internet infrastructure; cyber attacks by third parties; failures of cloud infrastructure providers; or other events beyond our reasonable control.

Brieft will use commercially reasonable efforts to minimise the impact of any such event and resume normal operation as soon as reasonably practicable.

You may not assign, transfer, delegate or otherwise dispose of any of your rights or obligations under these Terms without Brieft's prior written consent.

Brieft may assign or transfer these Terms, in whole or in part, in connection with a merger; acquisition; corporate restructuring; sale of assets; financing transaction; or transfer of the Services, provided that such assignment does not materially reduce your rights under these Terms.

Subject to this section, these Terms bind and benefit the parties and their respective permitted successors and assigns.

If any provision of these Terms is found by a court or tribunal of competent jurisdiction to be invalid, illegal or unenforceable, that provision will be enforced to the maximum extent permitted by law. The remaining provisions of these Terms will continue in full force and effect. Where possible, any invalid or unenforceable provision will be interpreted or modified so as to achieve, as nearly as possible, the original commercial intention of the parties while remaining legally enforceable.

A failure or delay by Brieft to exercise any right, remedy or power under these Terms does not constitute a waiver of that right, remedy or power. Any waiver must be in writing and signed by an authorised representative of Brieft. A waiver of any breach does not constitute a waiver of any subsequent breach or of any other provision of these Terms.

These Terms, together with our Privacy Policy and any additional agreements expressly incorporated by reference, constitute the entire agreement between you and Brieft relating to the Services. They supersede all prior or contemporaneous discussions, negotiations, representations, understandings and agreements relating to the same subject matter.

In the event of any inconsistency between these Terms and a separately negotiated written agreement between Brieft and a Business Customer, the separately negotiated agreement will prevail to the extent of that inconsistency.

Brieft may update these Terms from time to time to reflect changes to the Services; changes in technology; changes to our business operations; changes in applicable laws or regulations; or improvements to the operation or security of the Services.

Where changes materially affect your rights or obligations, we will provide reasonable notice before the updated Terms take effect. Notice may be provided through the Services, by email, or by other reasonable means.

Your continued use of the Services after the effective date of the updated Terms constitutes acceptance of the revised Terms, except where applicable law requires additional consent.

The "Last Updated" date at the beginning of these Terms indicates when they were most recently revised.

If you have any questions regarding these Terms or the Services, please contact us.

Brieft
Email: mackenzie@brieft.work

We will endeavour to respond to enquiries within a reasonable timeframe.

Electronic Communications

By creating an Account or using the Services, you consent to receive communications from Brieft electronically, including by email, through the Services or by other electronic means. You agree that electronic notices, agreements, disclosures and other communications satisfy any legal requirement that such communications be in writing, unless applicable law requires otherwise.

Headings

Headings and section titles are provided for convenience only and do not affect the interpretation of these Terms.

Interpretation

Unless the context otherwise requires: the singular includes the plural and vice versa; a reference to a person includes an individual, company, partnership, trust, government authority and other legal entity; the words "including", "includes" and similar expressions mean "including without limitation"; and references to legislation include any amendment, replacement or re-enactment of that legislation.