Terms of service

Key points (not part of the terms)

This box is a short guide. The numbered terms below are what bind us both. If this box and the terms differ, the terms apply.

• These terms are between your business and TrueAgent Pty Ltd. The Service is for business use.
• Your data stays yours. We use it to run, support and secure the Service for you. We don't sell it.
• We don't use your data to train AI models. Our AI provider, OpenAI, doesn't either. If your staff connect their own AI assistant, its provider handles what it sees under its own terms.
• We record how people use the Service, including screen recordings, to fix problems and improve it. Recordings hide the text on screen.
• The Service uses AI and rules to read invoices and suggest coding. It can make mistakes. Your Users decide what is approved and posted, and you decide what is paid. A User can let an AI assistant approve for them.
• You pay monthly. You can cancel at any time. Cancelling takes effect at the end of your current billing period. A fixed term in an order form works differently.
• If we change these terms in a way that is worse for you, we give you 30 days' notice and you can leave first.
• When you leave, you can download an export of your invoice records for 30 days, and ask for your invoice documents. We remind you before that time runs out. Then we delete your data.
• Your rights under the Australian Consumer Law still apply.

1. About these terms

1.1 These terms of service (Terms) apply to AP Maestro (the Service). The Service is provided by TrueAgent Pty Ltd (ACN 636 626 956, ABN 70 636 626 956) of Level 1, 255 Whitehorse Road, Balwyn VIC 3103 (we, us, our).

1.2 You means the person or entity that holds the AP Maestro account, such as a company, a trustee or a sole trader. User means a person you allow to use the Service under your account, such as your staff or your accountant.

1.3 These Terms bind you once either of these happens:

• (a) a person with authority to act for you accepts them in the Service, for example when your first admin signs in; or
• (b) you sign an order form that refers to them.

The person who accepts confirms they have authority to bind you. We keep a record of who accepted, when, and which version.

1.4 Users you invite must follow these Terms when they use the Service. Inviting a User does not make them a party to this agreement.

1.5 The Service is for businesses. It is not offered for personal or household use.

1.6 Our agreement with you is made up of:

• (a) any written agreement we have both signed for the Service, such as a design partner agreement;
• (b) any order form or quote you have accepted; and
• (c) these Terms.

If these documents conflict, the one higher in that list applies.

1.7 Our Privacy Policy explains how we handle personal information. It is not part of this agreement. Our promises about your Customer Data are in clauses 6, 7, 9 and 15. A change to the Privacy Policy does not reduce those promises.

2. Accountants, bookkeepers and other advisers

2.1 An accountant, bookkeeper or other adviser (Adviser) may set up or use the Service for a client business.

2.2 If you are an Adviser, you confirm that you have the client's authority to accept these Terms for it. You also confirm you have its authority to connect its accounting system, mailboxes and other accounts to the Service.

2.3 Unless we agree otherwise in writing, the client business is the account holder. It owns its Customer Data, even if the Adviser set up the account or pays for it.

2.4 The client business is responsible for the fees. If an Adviser agrees in an order form to pay the fees, the Adviser is responsible for them instead.

2.5 An Adviser might accept these Terms for a client without the client's authority. If so, the Adviser is bound by them as if it were the account holder.

2.6 If an Adviser and a client disagree about who controls an account, we may follow the client business's instructions. We may also pause access to the account until the disagreement is resolved.

3. The Service

3.1 The Service helps you handle supplier invoices. Depending on your plan and settings, it can:

• (a) receive invoices by email, from a connected mailbox, or by upload;
• (b) read invoices and statements using automated tools, including AI;
• (c) suggest which of your companies, suppliers and account codes an invoice belongs to;
• (d) compare supplier bank details on invoices with your accounting system;
• (e) route invoices to people for approval under rules you set;
• (f) send approved bills to a supported accounting system, such as Xero or QuickBooks Online, and update supplier contact details there when you approve a change;
• (g) email your suppliers when one of your Users chooses to (see clause 8A); and
• (h) let your Users connect outside AI assistants to the Service (see clause 8B).

3.2 We may improve and change the Service over time. If a change will remove or materially reduce a feature you use, we will give you at least 30 days' notice. You may then cancel and get a prepaid refund.

3.3 We may offer features marked as trial, beta or preview. They may change or stop without notice and may be less reliable. They are still covered by clause 13.

3.4 To do its job, the Service collects some data you may not expect:

• (a) For each connected mailbox, it keeps the sender, recipients, subject and time of every email in the Inbox, not only invoices. For emails with no invoice, it deletes these details after 90 days. It reads email text only when your settings allow it.
• (b) For email sent to an AP Maestro intake address, it keeps a copy of the whole email for 90 days.
• (c) For a connected accounting system, it copies the names, ABNs and ids of your contacts. For suppliers it also copies email addresses and bank details.
• (d) It records how Users use the Service, as clause 6.5 describes.

Please connect only mailboxes you use for supplier invoices.

4. Your account and Users

4.1 You choose who your Users are and what roles they have. You are responsible for what Users do in your account. You must make sure they follow these Terms.

4.2 Users must keep their sign-in details private. Tell us promptly at support@apmaestro.com if you think an account has been accessed without permission.

4.3 When you remove a User, they lose access straight away. We keep their name and email linked to the actions they took, so you keep a record of who did what.

5. Fees and payment

5.1 You pay the fees in your order form or, if there isn't one, the fees on our pricing page when you sign up. Fees may include a monthly fee, a per-invoice fee and a setup fee.

5.2 Fees are in Australian dollars and exclude GST. We add GST where it applies and issue a tax invoice.

5.3 We invoice you each month. The monthly fee is charged in advance for the coming month. Per-invoice fees are charged in arrears for the month just ended. Any setup fee is charged when you sign up. Each invoice is due 14 days after its date.

5.4 A per-invoice fee applies to each invoice or credit note the Service reads. It does not apply to duplicates the Service flags, statements, or documents that are not invoices.

5.5 You pay by bank transfer to the account on our tax invoice, unless we agree another way.

5.6 If you think an invoice is wrong, please tell us within 30 days of its date. We will look into it in good faith. You don't need to pay the disputed part while we do. If you tell us later, we will still look into it. If we have overcharged you, we will credit or refund the difference.

5.7 If an undisputed amount is more than 14 days overdue, we may give you written notice. If it is still unpaid 14 days after that notice, we may suspend the Service until you pay. During a suspension for non-payment, your admins can still sign in to view and export your Customer Data. The Service stops processing new invoices until you pay.

5.8 We may charge interest on an overdue undisputed amount from its due date until it is paid. The rate is the Reserve Bank of Australia cash rate target on the due date, plus 2% a year, worked out daily. The same applies to any refund we owe you that is overdue.

5.9 We may change our fees by giving you at least 30 days' written notice. If you don't agree with the change, you may cancel before it takes effect, and the old fees apply until then. A new fee starts at the beginning of a billing period. A fee change does not apply during a fixed term set in an order form; it can apply from the next term.

5.10 A prepaid refund means a refund of fees you paid in advance for the period after the agreement ends.

5.11 If you cancel, we don't refund fees you have already paid, except as these Terms say. You get a prepaid refund if:

• (a) we end the agreement under clause 14.4;
• (b) you end it because of our breach under clause 14.3(a); or
• (c) another clause of these Terms says so.

5.12 Nothing in this clause limits any right to a refund you have under the Australian Consumer Law.

6. Your data

6.1 Customer Data means the data that you, your Users or your Connected Systems put into the Service, and what the Service produces from that data for you. It includes invoices, statements, emails and attachments, supplier details, invoice details the Service reads, coding, coding rules the Service learns for you, approvals and comments. It includes data about your clients or others you act for. It does not include Usage Data or statistics under clause 6.4.

6.2 You own your Customer Data. You let us host, copy, process and send it only as needed to provide, support and secure the Service for you, and to comply with the law. This includes sending it, including data from your Connected Systems, to the service providers listed in our Privacy Policy, such as OpenAI. When a User connects an outside AI assistant, you agree that we send it the data it asks for within that User's access.

6.3 We will not:

• (a) sell your Customer Data;
• (b) use it to train AI models. We have set up our AI provider, OpenAI, so that it does not use your Customer Data to train its models. The Service does remember coding choices from invoices you approve. Those are used only in your account. This clause does not cover an outside AI assistant that a User connects under clause 8B;
• (c) show it to, or use it for, any other business; or
• (d) use it for any purpose other than those in clauses 6.2, 6.4 and 6.5.

6.4 We may create statistics from how the Service is used, such as invoice counts and processing times. They must not identify you, your suppliers or any person. We may use them to run and improve the Service. We won't include values from QuickBooks in them.

6.5 Usage Data means data about how Users use the Service, such as pages visited, clicks, errors, timings and screen recordings of sessions. Our analytics provider links Usage Data to the User's account, email address and business name. In screen recordings, the text on screen is hidden, so they don't show the content of your Customer Data. We use Usage Data only to support, secure and improve the Service. We don't sell it or use it for advertising.

6.6 You are responsible for having the right to give us your Customer Data, including any personal information in it. This includes telling your staff, and anyone else the law requires, how their information will be handled. This includes telling your staff about the screen recordings in clause 6.5. To help, we include a short privacy notice in the emails the Service sends to your suppliers and Users.

6.7 Please don't use the Service to store sensitive information, such as health records or tax file numbers. It's fine if it appears in ordinary business documents.

6.8 The Service is not your official record-keeping system. Keep your own copies of the business records the law requires, such as tax records. Your accounting system holds the bills the Service sent to it. Download your export before the access period in clause 15 ends.

6.9 With your written permission, we may use de-identified copies of your documents to test our document reading. We won't do this without it.

7. Personal information in your Customer Data

7.1 Invoices and emails often contain personal information, such as a sole trader's name, email and bank details. We handle personal information in Customer Data to provide the Service to you, as these Terms allow. We follow the Australian Privacy Principles for this information too. We don't have to follow an instruction that would make us breach them.

7.2 For that personal information, we will:

• (a) handle it in line with the Australian Privacy Principles in the Privacy Act 1988 (Cth);
• (b) keep it secure using the measures in clause 9;
• (c) only let our staff and service providers access it where they need to;
• (d) deal with any request we receive from a person to access or correct their information, and tell you when it concerns your Customer Data. We may ask for your help. If you receive a request about information we hold, you can pass it to us;
• (e) tell you without undue delay if we become aware of a data breach involving your Customer Data. We will assess it as the Privacy Act's data breach scheme describes. Unless we agree otherwise, we will notify the Office of the Australian Information Commissioner and affected people where that scheme would require it. We will consult you first where we can. You agree to give us information we reasonably need for this; and
• (f) delete it as clause 15 describes.

7.3 Our current list of service providers that handle Customer Data, and the countries where they handle it, is in our Privacy Policy. We will give you at least 30 days' notice before either of these happens:

• (a) we add a provider that handles Customer Data; or
• (b) a provider starts handling Customer Data in a new country.

If you object on reasonable grounds and we can't resolve it, you may cancel and get a prepaid refund.

8. Automated features, AI and accuracy

8.1 The Service uses automated tools, including AI from third-party providers, to read documents and to make suggestions. These tools can misread a document, suggest the wrong company, supplier or account code, or miss a problem.

8.2 You decide what is approved, posted to your accounting system and paid. The Service shows what it read and flags some items it is less sure about. It does not flag every mistake. Please review each invoice before you approve it.

8.3 Some steps happen automatically under your settings. These include deciding whether a document is an invoice, and assigning it to one of your companies. They also include linking it to a supplier, filling in account codes, and holding it when bank details change. Each invoice is approved in a User's name before it is sent to your accounting system. The User approves it, or an AI assistant the User has connected under clause 8B approves it for them. The Service does not approve invoices on its own. If we later offer rules that approve invoices without a User, and you turn them on, you are responsible for the rules you set. We stay responsible for the rules working as we describe.

8.4 The bank details check compares the bank details the Service reads on an invoice with those in your accounting system. When they differ, it holds the invoice. The invoice can't be approved or sent until an admin records that they have confirmed the details with the supplier. The check depends on the Service reading the invoice correctly and on your accounting system being right. It can't detect every fraud. Confirm a change using contact details you already hold. Don't rely on details in the invoice or the email that sent it. A reply to an email can come from a fraudster. If an admin accepts changed bank details, the Service can update them in your accounting system. The Service does not make payments.

8.5 The Service does not give accounting, tax, legal or financial advice. Suggestions such as account codes or tax rates are based on your past data, your settings and AI. Check them with your adviser if you are unsure.

8.6 If a problem is caused by a defect in the Service, tell us. We will work to fix it with due care and skill. This clause does not limit your rights under clause 13.

8A. Emails to your suppliers

8A.1 The Service can email a supplier for you when one of your Users chooses to. A User can send an invoice back with a reason. They can ask the supplier to confirm the bank details printed on their invoice, or ask for invoices missing from a statement. The email goes only to the addresses the User picks. You can turn supplier emails off in Settings, for all suppliers or for one.

8A.2 These emails are sent in your business's name. They include the sending User's email address so the supplier can reply. You are responsible for what you and your Users write in them, and for having a lawful reason to contact the supplier.

8B. Outside AI assistants

8B.1 A User can connect an outside AI assistant, such as Claude or ChatGPT, to the Service. The assistant can then read invoices, documents and emails, and act on them, within that User's role and limits. This can include approving invoices, which can post them to your accounting system, and emailing your suppliers. It cannot accept changed bank details, or change people, settings or connections.

8B.2 Your admins can turn this feature off for your business. They can also see and remove each assistant connected to it.

8B.3 What an assistant does counts as that User's action. This does not apply if the action was caused by a defect in the Service or a breach of our security.

8B.4 Information the assistant receives is handled by the assistant's provider under its own terms and privacy policy. We are not responsible for how that provider handles it.

9. Security

9.1 We take reasonable steps to protect the Service and your Customer Data. For example, we encrypt data in transit and use hosting providers that encrypt stored data. We limit every request to one business's data. We keep connection tokens in an encrypted store. We limit staff access and monitor the Service.

9.2 No system is completely secure. We can't promise that the Service will be free from every security incident. If one affects your Customer Data, we will act under clause 7.2(e).

10. Connected systems

10.1 The Service connects to systems run by other companies, such as Xero, QuickBooks Online, Microsoft 365 and Gmail (Connected Systems). Your use of a Connected System is under your agreement with that company.

10.2 When you connect a Connected System, you authorise us to access it on your behalf with the permissions you grant, to provide the Service. You can disconnect it at any time. When the agreement ends we disconnect your Connected Systems. For Microsoft 365, you should also remove the AP Maestro app in your Microsoft admin settings, because only you can do that. For Gmail, you can also remove AP Maestro in your Google account settings.

10.3 We don't control Connected Systems. We are not responsible for their availability, accuracy or changes. If a provider changes or withdraws access in a way that stops a feature from working, we will tell you and try to find another way. If we can't restore the feature within a reasonable time, you may cancel and get a prepaid refund.

11. Acceptable use

11.1 You and your Users must not:

• (a) use the Service for anything unlawful, fraudulent or harmful;
• (b) upload malware or content that you don't have the right to share;
• (c) try to access another business's data, or test or bypass the Service's security, without our written permission;
• (d) copy, resell or reverse engineer the Service, except as the law allows;
• (e) use the Service to build a competing product; or
• (f) overload the Service on purpose or use it in a way that harms other customers.

12. Availability and support

12.1 We aim to keep the Service available at all times, apart from planned maintenance. We try to schedule maintenance outside Australian business hours and give notice of anything significant.

12.2 We don't promise a set uptime unless your order form says so.

12.3 Support is available by email at support@apmaestro.com, 9 am to 5 pm Melbourne time on business days in Victoria.

12.4 We are responsible for our own service providers' acts and omissions in providing the Service, as if they were ours. This does not cover Connected Systems or outside AI assistants, which you or your Users choose.

13. Australian Consumer Law

13.1 You may have rights under the Australian Consumer Law, including guarantees that services will be provided with due care and skill. Nothing in these Terms excludes, restricts or changes those rights where the law says they can't be.

13.2 The Service is not of a kind ordinarily bought for personal, domestic or household use. So if we fail to meet a consumer guarantee, our liability is limited to one of these, at our choice:

• (a) supplying the services again; or
• (b) paying the cost of having them supplied again.

This limit does not apply if it is not fair or reasonable for us to rely on it.

14. Term, suspension and ending the agreement

14.1 The agreement runs month to month until either of us ends it. If an order form sets a fixed term, the agreement runs for that term. At the end of a fixed term it continues month to month, unless the order form says otherwise. We will remind you at least 30 days before a fixed term ends.

14.2 You may cancel at any time by emailing support@apmaestro.com from an admin's email address. We will confirm your cancellation by email within one business day. Cancellation takes effect at the end of your current monthly billing period.

14.3 Either of us may end the agreement by written notice if the other:

• (a) breaches these Terms in a significant way and doesn't fix it within 30 days of being told; or
• (b) can't pay its debts, or goes into administration, receivership or liquidation, where the law allows the agreement to be ended for that reason.

14.4 We may end the agreement for any reason by giving you at least 60 days' written notice. If we do this during a fixed term, you get a prepaid refund and a pro rata refund of any setup fee.

14.5 We may suspend all or part of your access straight away to stop unlawful use, a security threat, or serious harm. We will only do this if we reasonably believe it is needed. We will tell you why as soon as we can, and restore access once the problem is resolved. We won't charge fees for a period of suspension that you did not cause.

15. What happens to your data when the agreement ends

15.1 When the agreement ends, we send your admins a link to an export of your Customer Data. The export holds your invoice records as spreadsheet files, one per financial year, with company, supplier, invoice number, dates, amounts, status, coding and approver, and a list of emails that never became invoices. If your admins ask before the download period ends, we also send copies of your invoice documents. The documents for bills sent to your accounting system are also attached to those bills there. Your admins can sign in and download it for 30 days after the agreement ends. We don't charge for those 30 days.

15.2 When you cancel, we tell you the last day you can download your export and the date we will delete your Customer Data. We remind your admins by email 14 days and 3 days before the last download day.

15.3 After those 30 days, we delete your Customer Data within a further 30 days. This covers every copy we and our service providers hold, including our copies of your emails, your accounting system data and screen recordings. Copies in our backups are deleted as the backups expire, within 35 days.

15.4 We may keep:

• (a) billing and account records that tax or other laws require us to keep; and
• (b) statistics under clause 6.4 that don't identify you or any person.

16. Liability

16.1 Nothing in these Terms limits liability for fraud, for death or personal injury caused by negligence, or for anything else that can't be limited by law.

16.2 Subject to clauses 13 and 16.1, neither of us is liable to the other for:

• (a) loss of profit, revenue, savings or business opportunity; or
• (b) loss that does not arise naturally from the breach in the usual course of things.

16.3 Clause 16.2 does not exclude the following, but clause 16.4 still applies to them:

• (a) the cost of restoring or re-entering lost or damaged Customer Data; and
• (b) reasonable costs of responding to a data breach caused by our breach of these Terms, such as notifying affected people.

16.4 Subject to clauses 13 and 16.1, each party's total liability for all claims under this agreement is limited to the greater of:

• (a) the fees paid and payable by you in the 12 months before the first event that gave rise to a claim; and
• (b) the fees for your first 12 months on your plan.

This limit does not apply to fees you owe us.

16.5 A party's liability is reduced to the extent the other party, its staff or its Users caused or contributed to the loss.

16.6 A third party might claim that Customer Data you or your Users put into the Service was unlawful or infringed their rights. If so, you will pay our losses and reasonable legal costs from that claim. This does not apply to the extent we caused the loss, for example by breaching these Terms.

16.7 A third party might claim that your use of the Service under these Terms infringes their intellectual property. If so, we will pay your losses and reasonable legal costs from that claim. This does not apply to the extent the claim comes from Customer Data, a Connected System, or a change you made. If a claim is made or seems likely, we may do one of these:

• (a) change the Service so it no longer infringes;
• (b) get you the right to keep using it; or
• (c) end the agreement and give you a prepaid refund.

16.8 Under clauses 16.6 and 16.7, the party asking for cover must tell the other promptly, let it manage the claim and help it reasonably. The managing party must not settle in a way that admits fault for the other party without its consent. These clauses are subject to clause 16.4.

17. Confidentiality

17.1 Confidential information means information one of us gives the other that is marked confidential, or that a reasonable person would see as confidential. Your Customer Data is your confidential information.

17.2 Each of us will keep the other's confidential information private and use it only for this agreement. Each of us may share it with its staff, advisers and service providers who need it for this agreement and must keep it private. Each of us is responsible for them.

17.3 This clause doesn't apply to information that:

• (a) is public, other than through a breach of this clause;
• (b) the receiving party already had, or got from someone else, without a duty to keep it private; or
• (c) the receiving party created on its own.

17.4 A party may disclose confidential information if the law requires it. Where the law allows, it will tell the other party first.

18. Intellectual property

18.1 While this agreement is in place, you and your Users may use the Service for your business, under these Terms. You can't transfer this right except under clause 21.4.

18.2 We own the Service and the software and know-how we use to provide it. This does not include your Customer Data. These Terms don't transfer any of the Service to you.

18.3 If you give us feedback or ideas, we may use them freely. We won't name you as their source without your permission.

18.4 We won't name you as a customer in our marketing without your permission.

19. Changes to these Terms

19.1 We may change these Terms. If a change is worse for you, we will give you at least 30 days' notice by email and in the Service. You may cancel before it takes effect and get a prepaid refund.

19.2 We may make a change that is not worse for you with shorter notice. We will still tell you about it.

19.3 If the law requires a change that is worse for you, we will give you as much notice as we reasonably can. You may still cancel and get a prepaid refund.

19.4 If you reasonably think a change is worse for you, you may treat it as one under clause 19.1.

19.5 A change does not apply to a fixed term set in an order form until that term renews, unless the law requires it.

20. Disputes

20.1 If a dispute arises, either of us may give the other written notice of it. Senior people from each side will then meet, in person or online, within 15 business days to try to resolve it.

20.2 If that does not resolve the dispute within 30 days of the notice, either of us may take it to court.

20.3 Nothing in this clause stops either of us seeking urgent court orders, or starting court proceedings to protect a limitation period.

21. General

21.1 These Terms are governed by the law of New South Wales. Both of us submit to the non-exclusive jurisdiction of the courts of that State and the Federal Court of Australia.

21.2 We may send notices by email to your admins' email addresses. You may send notices to support@apmaestro.com.

21.3 Neither of us is liable for a delay or failure caused by events beyond our reasonable control. The affected party must tell the other and do what it reasonably can to limit the effect. If such an event stops you using the Service for more than 5 business days in a row, you don't pay fees for that time. If it lasts more than 30 days, either of us may end the agreement by notice, and you get a prepaid refund. This clause does not affect your rights under clause 13.

21.4 You may not transfer this agreement without our written consent. We won't unreasonably withhold it. We may transfer it to a buyer of all or part of our business. We will tell you at least 30 days before. The buyer must agree to these Terms, including the promises about your Customer Data. If you object, you may cancel before the transfer and get a prepaid refund.

21.5 If any part of these Terms can't be enforced, the rest still applies.

21.6 A failure or delay in enforcing a right is not a waiver of it.

21.7 Clauses 5 (for amounts owed), 6, 7, 13, 15, 16, 17, 18, 20 and 21 continue after the agreement ends.

21.8 This agreement is the whole agreement between us about the Service. It replaces earlier discussions and proposals. Terms in your purchase orders or other documents don't apply unless we both sign them. This clause does not limit your rights under the Australian Consumer Law, or either party's liability for fraud or misleading statements.

22. Contact

TrueAgent Pty Ltd, Level 1, 255 Whitehorse Road, Balwyn VIC 3103. Email: support@apmaestro.com.