Terms of Service

These Terms of Service ("Terms") govern your access to and use of the SunLedger platform and website (the "Service"), provided by VC & NB Pty Ltd (ABN 57 621 355 002), trading as SunLedger ("SunLedger", "we", "us"). By creating an account or using the Service, you agree to these Terms. If you are agreeing on behalf of a business, you represent that you are authorised to bind that business (your "Organisation").

1. The Service

SunLedger is a customer-relationship-management platform for solar-energy businesses. We may add, change or remove features over time. We provide the Service on a subscription basis and may offer a free trial period; details of any plan and fees are presented when you sign up or upgrade.

2. Accounts

You must provide accurate information and keep your login credentials secure. You are responsible for all activity under your account and for your team members' use of the Service. Notify us promptly of any unauthorised use.

3. Your responsibilities and data

• You are responsible for the data you and your Organisation enter, and for having a lawful basis to collect, store and process information about your own leads and customers.
• When you send messages (including SMS and email) to your customers through the Service, you are responsible for complying with applicable laws, including the Spam Act 2003 (Cth) and consent and unsubscribe requirements.
• You must not use the Service to send unlawful, deceptive, harassing or infringing content, or to violate any third party's rights.
• Account security is shared, and part of it is yours. You must keep sign-in credentials confidential, use a separate account for each individual rather than a shared login, enable two-factor authentication where we offer it, and remove a person's access promptly when they leave your Organisation or change role. You are responsible for activity carried out through your Organisation's accounts.
• You must tell us promptly at admin@sunledger.com.au if you believe an account has been compromised or accessed without authorisation.

4. Third-party integrations

The Service can connect to third-party services such as Google, Facebook/Meta, Xero, Nearmap and our SMS provider. Your use of those services is governed by their own terms and policies, and we are not responsible for their acts or omissions. You authorise us to access and exchange data with those services as needed to provide the features you enable.

5. Fees

If you subscribe to a paid plan, you agree to pay the applicable fees. Unless stated otherwise, fees are exclusive of GST and other taxes, which you are responsible for. We may change fees on reasonable notice, effective from your next billing period.

6. Acceptable use

You must access the Service only through the interfaces and features we provide, and only for your lawful internal business purposes. You must not, and must not permit any person to:

• use any robot, spider, crawler, "scraper" or other automated means to access, index, harvest or extract data from the Service;
• bulk-download, aggregate, copy or reproduce any part of the Service or its data — including our equipment specification catalogue — except through export features we expressly provide;
• reverse engineer, decompile, disassemble or attempt to derive the source code, structure or underlying data compilation of the Service, except to the extent this restriction cannot lawfully be excluded;
• circumvent, disable or interfere with security, authentication, rate-limiting or access controls, or access data or accounts that are not yours;
• resell, sublicense or otherwise commercialise the Service without our authorisation, or use it to build or train a competing product, dataset, database or catalogue;
• impose an unreasonable or disproportionate load on our infrastructure, or otherwise disrupt or impair the Service.

We may investigate suspected breaches and suspend access that threatens the security, integrity or availability of the Service or the rights of others.

7. Intellectual property and your data

We and our licensors own the Service and all related intellectual property, including our software, designs and interfaces, and the selection, structure, verification and compilation of our equipment specification catalogue and databases (including any database rights). Product specifications published by equipment manufacturers remain the property of those manufacturers; our catalogue — its curation, verification and compilation — is our own work product.

You retain ownership of the data you and your Organisation submit ("Your Data"), and grant us a limited licence to host, process and display Your Data solely to provide the Service to you. You may export Your Data at any time using the export features we provide, and on request we will make it available in a commonly used, machine-readable format. This right applies to Your Data only; it does not permit extracting our software, our catalogue, or any other Organisation's data.

8. Privacy

Our handling of personal information is described in our Privacy Policy, which forms part of these Terms.

9. Disclaimers

The Service is provided "as is" and "as available". To the extent permitted by law, we disclaim all warranties not expressly stated. Design estimates, yield figures, rebate calculations and quotes generated by the Service are indicative only and must be verified by you before you rely on them; you remain responsible for the accuracy and compliance of any proposal or work you provide to your customers. Nothing in these Terms excludes rights you have under the Australian Consumer Law that cannot lawfully be excluded.

10. Limitation of liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental or consequential loss — including loss of profit, revenue, business, goodwill, anticipated savings or data — and our total liability arising out of or relating to the Service is limited to the fees you paid to us in the twelve months before the event giving rise to the claim.

This limit applies to claims of every kind, whether in contract, negligence or otherwise, and whatever the subject matter — including claims relating to security, unauthorised access to or disclosure of data, loss or corruption of data, downtime, or any act or omission of a third-party service we rely on to provide the Service.

Where liability cannot be excluded under the Australian Consumer Law, our liability is limited, at our option, to resupplying the Service or paying the cost of having it resupplied.

Nothing in this clause limits liability that cannot lawfully be limited, including liability arising from fraud, or under the non-excludable consumer guarantees. We do not attempt to exclude our obligations under the Privacy Act 1988 (Cth), which are owed to the individuals whose personal information we hold and cannot be varied by agreement between us and your Organisation.

11. Your indemnity

You indemnify us against loss, damage, liability, and reasonable legal costs we incur arising out of: (a) your use of the Service in breach of these Terms or of any law; (b) the content of any communication you send through the Service to your own leads, customers or contractors; (c) any claim by one of your customers about work you quoted, designed, installed or certified; and (d) a security incident caused by your failure to meet the account security obligations in clause 3 — for example, credentials shared between people or not revoked when someone left.

This indemnity does not apply to the extent the loss was caused by our own breach of these Terms, our negligence, or our failure to meet an obligation we owe you under law. We will tell you promptly about any claim we seek to be indemnified for, and will not settle it without your agreement, which you will not unreasonably withhold.

12. Termination

You may stop using the Service and close your account at any time. We may suspend or terminate access if you materially breach these Terms or fail to pay fees. On termination, your right to use the Service ends; provisions that by their nature should survive (such as intellectual property, disclaimers and limitations of liability) will survive.

13. Governing law

These Terms are governed by the laws of the State of Victoria, Australia, and you submit to the non-exclusive jurisdiction of the courts of Victoria.

14. Changes to these Terms

We may update these Terms from time to time. We will post the updated version here and update the date above. Your continued use of the Service after changes take effect constitutes acceptance.

15. Contact

Questions about these Terms? Email admin@sunledger.com.au. SunLedger is operated by VC & NB Pty Ltd (ABN 57 621 355 002), trading as SunLedger, in Victoria, Australia.