Terms of Service

Effective date: 25 September 2026 · Version: 1.0

These terms are an agreement between Varloch Group Pty Ltd (ABN 49 646 184 803), the operator of Handholder ("we", "us"), and the organisation that creates or uses a Handholder account ("you", "the customer"). By creating an account, accepting an invitation or using Handholder, you agree to these terms. If you use Handholder on behalf of an organisation, you confirm that you're authorised to bind it.

1. The service

1.1 Handholder is online software for running a company: board and governance records, and optional modules such as HR, finance, marketing, operations, sales, documents and wiki. We provide it as a hosted service; you don't install it.

1.2 We keep improving Handholder. We may add, change or retire features. If a change materially reduces a paid module you rely on, we'll give you reasonable notice and, where appropriate, a pro-rata refund for any period you've paid for and can no longer use.

1.3 Handholder is a tool, not an adviser. It helps you keep records, run meetings and meet obligations, but it doesn't give legal, accounting, tax, employment or financial advice. Templates, reminders, calculations and AI-generated drafts are starting points. You're responsible for checking they suit your circumstances, and for getting professional advice where needed.

2. Accounts and users

2.1 You're responsible for everyone you invite to your workspace and for what they do in it. Give each person only the access they need.

2.2 Keep sign-in details secure. Each person must use their own account. Tell us straight away at admin@handholder.com.au if you suspect unauthorised access.

2.3 Users must be 18 or over.

2.4 Owners of your workspace control its settings, users, permissions and data, including exporting and erasing people's information.

3. Fees and payment

3.1 Handholder is priced per module. The modules you subscribe to, their prices and the billing period are shown when you subscribe or on your invoice. General tools (such as tasks, automations, e-signature, settings and system health) are included with any paid module.

3.2 There's no free plan. Access without payment is available only through a promotional code or a grandfathered pricing arrangement we give you in writing. Its terms (including any expiry) are those stated when it's given.

3.3 Prices are in Australian dollars. GST is shown on your invoice where it applies. We issue invoices through Xero. Payment is by debit card or direct debit through our payment provider, or another method we agree to.

3.4 Subscriptions renew automatically at the end of each billing period until cancelled. We'll give you at least 30 days' notice of any price increase, which applies from your next billing period after that notice. Grandfathered prices stay as agreed.

3.5 If a payment is overdue by more than 14 days, we may limit your workspace to read-only access after telling you. We'll restore full access once payment is made. Your data isn't deleted because a payment is late.

3.6 Fees are not refundable, except where these terms or the law (including the Australian Consumer Law) say otherwise.

4. Your data

4.1 You own your data. Everything you and your users put into Handholder ("customer data") remains yours. You give us permission to host, copy, process and transmit it only as needed to provide, secure, support and improve the service for you, and as our Privacy Policy describes.

4.2 We don't sell customer data, use it for advertising or train AI models on it.

4.3 You're responsible for having the right to put customer data into Handholder, including giving any notices and getting any consents needed from the people it's about (for example employees, directors, shareholders and contacts).

4.4 Our Privacy Policy explains how we handle personal information, including where it's stored, which providers we use and how long we keep it. For customer data, we act on your behalf and follow your instructions given through the service.

4.5 You can export your data at any time using the tools in Handholder, or by asking us.

4.6 When your subscription ends, your data stays available for export for at least 30 days. After that, we'll delete your workspace when you ask us to. Backups and logs are removed on the schedules in our Privacy Policy, and records we're required by law to keep are kept for as long as that law requires.

5. Connected services and AI

5.1 Handholder can connect to services you choose, such as Microsoft 365, Xero, Google, Meta, LinkedIn, X, Canva, your email-sending provider and your AI provider. These connections use your own accounts and are governed by your agreements with those providers. We're not responsible for those services, their availability or how they handle data, and connecting one authorises us to send it the data needed for the feature you use.

5.2 AI features use the AI account you connect. AI output can be wrong or incomplete. Meeting minutes, documents and other AI drafts must be reviewed by a person before you rely on them.

6. Acceptable use

You must not, and must not let anyone else:

• break the law, or infringe anyone's rights (including privacy and intellectual property) through Handholder;
• upload malware, or try to access another customer's data, bypass security or permissions, or probe for vulnerabilities without our written permission;
• overload, disrupt or reverse-engineer the service, or scrape it in bulk (except through features or APIs we provide);
• resell or provide Handholder to third parties as a service, unless we agree in writing;
• use Handholder to send spam or marketing that breaks the Spam Act 2003 (Cth).

We may suspend access that breaches this section or puts the service or other customers at risk. We'll tell you why, and restore access once the issue is fixed, unless the breach is serious or repeated.

7. Availability, support and security

7.1 We aim to keep Handholder available and working well, but we don't guarantee it will be uninterrupted or error-free. We may carry out maintenance, and we'll try to schedule it to minimise disruption.

7.2 Support is by email at admin@handholder.com.au. We'll respond within a reasonable time.

7.3 We take reasonable security measures, which are described in our Privacy Policy. We back up the database daily and uploaded files nightly. You should keep your own copies of anything critical.

8. Intellectual property

8.1 We own Handholder, including its software, design, templates and content we provide. You get a non-exclusive, non-transferable right to use it for your organisation's internal business during your subscription.

8.2 If you send us feedback or suggestions, we may use them without any obligation to you.

9. Consumer guarantees and liability

9.1 Nothing in these terms excludes, restricts or modifies any right or remedy you have under the Australian Consumer Law or any other law that can't be excluded. Where our liability for failing to meet a consumer guarantee can lawfully be limited, it's limited, at our choice, to supplying the services again or paying for them to be supplied again.

9.2 To the extent the law allows:

• we're not liable for any indirect or consequential loss, or for loss of profit, revenue, data or goodwill;
• we're not liable for loss caused by your decisions, by services you connect, by AI output you rely on without review, or by events beyond our reasonable control;
• our total liability arising out of or in connection with these terms is limited to the fees you paid us in the 12 months before the event giving rise to the claim.

9.3 Each party's liability is reduced to the extent the other party caused or contributed to the loss.

9.4 You indemnify us against third-party claims arising from customer data you didn't have the right to use, or from your breach of section 6.

10. Ending the agreement

10.1 You can cancel at any time by emailing admin@handholder.com.au. Cancellation takes effect at the end of your current billing period, and you keep access until then.

10.2 We can end your subscription by giving you 30 days' written notice. We can end it immediately if you seriously breach these terms and don't fix the breach within 14 days of our notice, or if you become insolvent. If we end it without cause, we'll refund any prepaid fees for the unused period.

10.3 Sections 4.6, 8, 9 and 11 continue after the agreement ends.

11. General

11.1 Changes to these terms. We may update these terms. We'll publish the new version here with a new effective date, and give account owners at least 30 days' notice of material changes. If you don't agree, you can cancel before they take effect. Continuing to use Handholder after that date means you accept them.

11.2 Notices. We send notices to your account owners' email addresses. Send notices to us at admin@handholder.com.au or U10C, 1 Campbell Parade, Manly Vale NSW 2093.

11.3 Disputes. If there's a dispute, tell us in writing and we'll both try in good faith to resolve it within 30 days before starting court proceedings (except for urgent relief).

11.4 Governing law. These terms are governed by the laws of New South Wales, Australia, and both parties submit to the courts of New South Wales.

11.5 Other. You may not transfer this agreement without our consent. We may transfer it to a party that acquires Handholder, and we'll tell you if we do. If any part of these terms is unenforceable, the rest still applies. These terms, together with our Privacy Policy and any written order or pricing agreement, are the whole agreement about Handholder.

11.6 Contact. Varloch Group Pty Ltd, ABN 49 646 184 803 · admin@handholder.com.au · U10C, 1 Campbell Parade, Manly Vale NSW 2093.