Terms of Service

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“Customer”, “you”, “your”) and Breezi Technologies Pty Ltd ABN 51 693 359 223 (“Breezi”, “we”, “our”, “us”). By accessing or using our services, you agree to be bound by these Terms and our Privacy Policy.

1. Definitions

“Services” means the SaaS consolidation platform, billing services, provisioning services, and related features provided by Breezi
“Platform” means the Breezi web-based application and associated systems
“Third-Party Services” means SaaS applications from other vendors that you access through our Platform
“Customer Data” means data, content, and information you provide or create using our Services
“Service Agreement” means the written agreement between you and Breezi specifying pricing, service levels, and contract terms

2. Service Agreement and Acceptance

2.1 Formation of Agreement

Your use of Breezi Services is governed by:

These Terms of Service
Your specific Service Agreement (if applicable)
Our Privacy Policy
Our Acceptable Use Policy

In case of conflict between these Terms and your Service Agreement, the Service Agreement prevails.

2.2 Eligibility

You must be:

At least 18 years of age
Authorized to bind your organization to these Terms
Operating a legitimate business registered in Australia or another jurisdiction we support

2.3 Account Registration

To use our Services, you must:

Provide accurate, complete, and current information
Maintain the security of your account credentials
Notify us immediately of any unauthorized access
Be responsible for all activities under your account

3. Services Provided

3.1 Core Services

Breezi provides the following services:

Consolidated Billing: Single monthly invoice for all your Third-Party Services
Cost Optimization: Access to partner pricing and volume discounts where available
User Provisioning: Automated provisioning and de-provisioning of user accounts across Third-Party Services
Spend Visibility: Dashboard and reporting on your SaaS spending and usage
Compliance Support: Tools and documentation to support your compliance requirements
Support Services: Customer support for billing, provisioning, and platform issues

3.2 Service Levels

We will:

Use commercially reasonable efforts to make the Platform available 99.5% of the time (excluding scheduled maintenance)
Provide at least 48 hours notice for scheduled maintenance
Respond to support requests within the timeframes specified in your Service Agreement
Process billing and provisioning requests within agreed timeframes

3.3 Service Modifications

We reserve the right to:

Modify, update, or discontinue features with 30 days notice
Add new features or services at our discretion
Change Third-Party Service offerings based on vendor availability
Update pricing for Third-Party Services to reflect vendor changes

4. Customer Responsibilities

4.1 Account Management

You are responsible for:

Maintaining accurate account and billing information
Managing user access and permissions within your organization
Ensuring compliance with Third-Party Service terms of use
Monitoring your usage and costs through the Platform
Promptly notifying us of any billing discrepancies

4.2 Acceptable Use

You agree not to:

Use the Services for any illegal or unauthorized purpose
Violate any laws or regulations
Infringe on intellectual property rights
Transmit malware, viruses, or harmful code
Attempt to gain unauthorized access to our systems
Interfere with or disrupt the Services
Use the Services to compete with Breezi
Resell or redistribute the Services without authorization
Reverse engineer, decompile, or disassemble the Platform

4.3 Third-Party Services Compliance

You must:

Comply with all Third-Party Service providers’ terms of use
Maintain appropriate licenses for Third-Party Services
Not use Third-Party Services in violation of vendor policies
Understand that we are not responsible for Third-Party Service availability or performance

5. Fees and Payment

5.1 Pricing

Fees are specified in your Service Agreement and include:

Platform Fee: Monthly or annual fee for access to Breezi Services
Third-Party Service Costs: Pass-through costs for Third-Party Services you use
Additional Services: Optional add-on services or support as agreed

All fees are in Australian Dollars (AUD) unless otherwise specified.

5.2 GST

All fees are exclusive of Goods and Services Tax (GST) unless stated otherwise. GST will be added to invoices where applicable. You agree to pay all applicable taxes.

5.3 Payment Terms

Invoices are issued monthly in arrears or as specified in your Service Agreement
Payment is due within 14 days of invoice date unless otherwise agreed
Payment must be made by credit card, direct debit, or bank transfer as specified
You authorize us to charge your payment method for recurring fees

5.4 Late Payment

If payment is not received when due:

We may charge interest at 2% per month on overdue amounts
We may suspend Services after 7 days of non-payment with notice
We may terminate Services after 30 days of non-payment
You remain liable for all fees incurred during suspension
We may engage collection agencies for unpaid amounts

5.5 Disputes

If you dispute an invoice, you must notify us within 7 days of receipt. Undisputed portions must be paid while disputes are resolved. We will investigate and respond within 14 days.

5.6 Price Changes

We may change our Platform Fees with 60 days notice. Third-Party Service costs may change based on vendor pricing, and we will pass through increases or decreases as they occur.

6. Term and Termination

6.1 Contract Term

The initial term is specified in your Service Agreement (typically 12 months). The agreement automatically renews for successive periods unless terminated.

6.2 Termination for Convenience

Either party may terminate with 30 days written notice. If you terminate before the end of the initial term, you may be subject to early termination fees as specified in your Service Agreement.

6.3 Termination for Cause

We may terminate immediately if you:

Breach these Terms or your Service Agreement
Fail to pay undisputed fees within 30 days
Engage in fraudulent or illegal activities
Violate our Acceptable Use Policy
Become insolvent or enter bankruptcy proceedings

6.4 Effect of Termination

Upon termination:

Your access to the Platform will cease
You remain liable for all fees incurred up to the termination date
We will provide reasonable assistance with transitioning Third-Party Services (fees may apply)
We will retain Customer Data for 30 days to allow for export, then delete it
Provisions regarding confidentiality, liability, and intellectual property survive termination

7. Data and Privacy

7.1 Customer Data

You retain all rights to your Customer Data. You grant us a limited license to use Customer Data solely to provide Services. We will not access, use, or disclose Customer Data except as necessary to provide Services or as required by law.

7.2 Privacy

Our collection and use of personal information is governed by our Privacy Policy. By using our Services, you consent to our privacy practices as described.

7.3 Data Security

We implement reasonable security measures to protect Customer Data, but cannot guarantee absolute security. You are responsible for maintaining backups of critical data.

7.4 Data Backup and Export

We maintain regular backups of the Platform. You can export your data at any time through the Platform. Upon request, we will provide data in common formats (CSV, JSON).

8. Intellectual Property

8.1 Breezi IP

We retain all rights, title, and interest in:

The Platform and all related software, technology, and systems
Our trademarks, logos, and branding
Documentation, materials, and methodologies
Aggregated, anonymized usage data and insights

8.2 Customer IP

You retain all rights to your Customer Data, trademarks, and intellectual property. You grant us a license to use your name and logo to identify you as a customer unless you opt out.

8.3 Feedback

If you provide feedback, suggestions, or ideas about our Services, we may use them without obligation or compensation to you.

9. Warranties and Disclaimers

9.1 Our Warranties

We warrant that:

We have the right to provide the Services
The Services will substantially conform to our documentation
We will perform Services in a professional manner

9.2 Disclaimers

EXCEPT AS EXPRESSLY PROVIDED, SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR UNINTERRUPTED/ERROR-FREE OPERATION.

We do not warrant or guarantee:

Availability or performance of Third-Party Services
Specific cost savings or outcomes
That the Services will meet your specific requirements
That the Services will be error-free or secure from cyber attacks

10. Limitation of Liability

10.1 Liability Cap

OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE FEES PAID BY YOU TO BREEZI IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10.2 Excluded Damages

WE ARE NOT LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.3 Third-Party Services

We are not liable for:

Availability, performance, or security of Third-Party Services
Pricing changes by Third-Party Service vendors
Loss of data or functionality in Third-Party Services
Disputes between you and Third-Party Service providers

10.4 Exceptions

Nothing in these Terms limits liability for:

Fraud or fraudulent misrepresentation
Death or personal injury caused by negligence
Breach of confidentiality obligations
Other liability that cannot be excluded under Australian law

11. Indemnification

You agree to indemnify, defend, and hold harmless Breezi, its officers, directors, employees, and agents from any claims, liabilities, damages, losses, or expenses (including legal fees) arising from:

Your use of the Services
Your violation of these Terms
Your violation of Third-Party Service terms
Your Customer Data or content
Your infringement of any intellectual property rights

12. Confidentiality

12.1 Confidential Information

“Confidential Information” includes non-public information about business operations, pricing, Customer Data, technical information, and other proprietary information.

12.2 Obligations

Each party agrees to:

Keep Confidential Information confidential
Use it only for purposes of the Services
Not disclose it except to employees or contractors who need to know
Protect it with reasonable security measures

12.3 Exceptions

Confidentiality obligations do not apply to information that:

Is or becomes publicly available through no breach
Was rightfully known prior to disclosure
Is independently developed
Is required to be disclosed by law or court order (with notice)

13. Force Majeure

Neither party is liable for delays or failures due to events beyond reasonable control, including natural disasters, war, terrorism, pandemics, government actions, labor disputes, internet outages, or Third-Party Service provider failures.

14. General Provisions

14.1 Governing Law

These Terms are governed by the laws of New South Wales, Australia, without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts of New South Wales.

14.2 Dispute Resolution

Before commencing legal proceedings, the parties agree to attempt to resolve disputes through good faith negotiation for 30 days.

14.3 Entire Agreement

These Terms, together with your Service Agreement and Privacy Policy, constitute the entire agreement and supersede all prior understandings regarding the Services.

14.4 Amendments

We may update these Terms from time to time. We will notify you of material changes by email or Platform notice at least 30 days in advance. Continued use after changes constitutes acceptance.

14.5 Assignment

You may not assign these Terms without our written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

14.6 Waiver

Failure to enforce any provision does not constitute a waiver of that provision or any other provision.

14.7 Severability

If any provision is found invalid or unenforceable, the remaining provisions continue in full force and effect.

14.8 Notices

Notices must be in writing and sent to:

To Breezi: legal@breezitech.io
To You: The email address on your account

Notices are effective upon receipt or 3 business days after sending.

14.9 Relationship

Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.

14.10 Third-Party Beneficiaries

These Terms do not confer rights on any third party.

15. Definitions of Service-Specific Terms

Additional definitions may apply as specified in your Service Agreement, including:

Service Level Agreements (SLAs)
Support response times and escalation procedures
Specific integrations and Third-Party Services included
Custom terms negotiated for your organization

16. Contact Information

For questions about these Terms of Service, contact us:

Legal Department Breezi Technologies Pty Ltd ABN: 51 693 359 223 Email: legal@breezitech.io Phone: (02) 8320 2837 Address: 223/111 Harrington Street, The Rocks, NSW, 2000, Australia

By using Breezi Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.