Nagaris — Terms of Service

Welcome to Nagaris. These Terms of Service ("Terms") are a binding legal agreement between you, the accounting or bookkeeping firm identified in your account registration ("you", "your"), and Client Core Pty Ltd (ABN 97 684 911 108) trading as Nagaris ("Nagaris", "we", "us", "our").

1. Understanding Our Service and These Terms

1.1. The Nagaris Service

We provide a cloud-based platform that streamlines client onboarding, workflow, compliance, and payment processing for Australian accounting and bookkeeping firms (the "Service"). The Service does not include accounting, tax, legal, or financial product advice.

1.2. The Three-Party Structure for Payments

Our Service includes optional functionality to accept payments from your clients ("Payment Services"). It is essential to understand that this involves three distinct parties:

• Nagaris: We provide the software platform that acts as the technology interface.
• Monoova: Our partner, Monoova Payments Pty Ltd (AR No. 428863) and its related entities ("Monoova"), is the regulated financial service provider that actually processes all payments.
• You: The accounting or bookkeeping firm that contracts with both Nagaris (for the software) and Monoova (for the payment processing).

1.3. Your Agreement to These Terms

By creating an account, clicking "accept", or using any part of the Service, you agree to be bound by these Terms. If you are accepting on behalf of a legal entity, you represent and warrant that you have the authority to bind that entity to these Terms.

2. Definitions

• AI Features: Means features within the Service that use artificial intelligence to produce content, suggestions, or insights.
• Client Data: Information you or your clients input into the Service about your clients.
• Confidential Information: Information a party designates as confidential or that would reasonably be considered confidential, excluding information that is lawfully public or independently developed.
• Monoova Documents: Monoova's Payment Services Agreement (PSA), Financial Services Guide (FSG), and Product Disclosure Statement (PDS).
• Payment Services: The payment acquiring, PayTo, direct debit, and card processing services provided directly by Monoova.
• Service: The Nagaris platform, software, integrations, and all related services we provide.
• Wholesale Client: As defined in section 761G of the Corporations Act 2001 (Cth).

3. Eligibility and Onboarding

3.1. Wholesale Client Status (Crucial Requirement)

To use our Payment Services, you must be a "Wholesale Client". You represent and warrant that you meet this requirement (e.g., by having net assets of at least $2.5 million or gross income of at least $250,000 for the last two financial years) and will notify us immediately if your status changes. The Payment Services are not available to retail clients.

3.2. Professional and Age Requirements

You must be a registered accounting or bookkeeping business, maintain all required professional licenses, and be at least 18 years old.

4. Accounts, Security, and Confidentiality

4.1. Account Security is Your Responsibility

You are responsible for all activities that occur under your account. You must:

• Ensure each user has a unique login; account sharing is strictly prohibited.
• Enforce strong, unique passwords for all users and use two-factor authentication where available.
• Maintain the confidentiality of all login credentials and API keys.
• Immediately notify us of any suspected or actual unauthorized access to your account.

4.2. Confidentiality

Each party must keep the other's Confidential Information confidential, use it only to perform its obligations under these Terms, protect it with reasonable care, and disclose it only to need-to-know recipients bound by equivalent duties.

5. Payment Services (Provided by Monoova)

5.1. Your Direct Agreement with Monoova

Payment Services are provided directly by Monoova under the Monoova Documents. Nagaris is not a bank or payment institution. To use Payment Services, you must:

• Successfully complete onboarding and KYC/AML checks as required by Monoova.
• Accept and comply with all Monoova Documents.
• Acknowledge that Monoova may reject or terminate your participation at its discretion.

5.2. Order of Precedence

If there is any inconsistency between these Terms and the Monoova Documents regarding the Payment Services, the Monoova Documents will prevail.

5.3. Our Role as Limited Agent

You appoint Nagaris as your limited agent solely to transmit your payment instructions to Monoova. You agree that Monoova may rely on instructions submitted through the Service as if they came directly from you.

5.4. Your Responsibilities for Payments

You are solely responsible for:

• Obtaining all necessary authorisations, mandates, and consents from your clients (the payers) to debit their accounts or charge their cards.
• The accuracy and completeness of all transaction details you submit.
• All financial liability for chargebacks, reversals, returns, and disputes under the relevant payment scheme rules (e.g., BECS, NPP, Card Schemes).
• Complying with Monoova's requirements, including any request for a "Reserve" (a hold on your settlement funds).
• Complying with all applicable laws, including consumer law and any rules regarding payment surcharging. Any surcharging functionality we provide is a tool, and you bear all compliance risk.

6. Fees and Billing

6.1. SaaS Subscription Fees

Your subscription fees for the Service are detailed at sign-up and are exclusive of GST. Fees are billed in advance and are non-refundable except where required by the Australian Consumer Law. We may change subscription fees on at least 30 days' notice.

6.2. Payment Services Fees

Fees for payment processing are displayed within the Service. These fees are typically deducted directly from the amounts settled to you. We may vary these fees on written notice to you. Important: If you issue a refund to your client for a transaction, the payment processing fees you incurred for that transaction are not refundable to you.

7. Acceptable Use of the Service

You must not use the Service in any manner that:

• Violates any law (including privacy, AML/CTF, and sanctions laws), infringes third-party rights, or breaches these Terms or the Monoova Documents.
• Is intended to disrupt, damage, or gain unauthorised access to our (or any third-party's) systems, including propagating viruses or malicious code.
• Imposes an unreasonable load on our infrastructure, or involves scraping, crawling, or data mining the Service.
• Removes, obscures, or impairs any promotions or notices within the Service.

8. Data Rights, Analytics, and AI

8.1. Your Data

You retain ownership of your Client Data.

8.2. Licence (purpose-limited)

You grant us a revocable, non-exclusive, non-transferable, non-assignable, and non-sublicensable licence to (a) access, use and process Client Data solely to deliver, maintain, and secure the Service; and (b) to create aggregated data for the purpose of improving our platform and to create industry insights, and strictly in a form that is de-identified and cannot reasonably identify you or your clients. We will not use Client Data to develop or improve products or models for our benefit or for third parties.

8.3. AI Features

If you use our AI Features, you acknowledge that AI-generated output may contain errors and is for informational purposes only. You are solely responsible for reviewing and validating any AI output before use, and we disclaim all liability for its accuracy or your reliance upon it. You must not use our Service or data to train competing AI models without our consent.

8.4. Data Retention

We retain data in accordance with our legal obligations and operational needs, typically for 7 years for closed accounts and transaction records to ensure tax and regulatory compliance.

8.5 No sale / no model training / no human review

We do not sell personal information and do not use Client Data (including prompts, files or outputs) to train foundation or product models. We use AI providers only with enterprise configurations that disable data retention and human review, and we contractually prohibit such use.

9. Liability and Indemnity

9.1. Limitation of Liability

To the maximum extent permitted by law, our total aggregate liability for all claims arising from the Service in any 12-month period is capped at the total subscription fees you paid to us in that period. The cap does not apply to: (a) a breach of clause 8 of this agreement; (b) our gross negligence, wilful misconduct or fraud; or (c) a breach of our confidentiality obligations under these Terms. We are not liable for any indirect or consequential loss.

9.2. Specific Exclusion for Payments

Nagaris is not liable for any loss arising from Monoova's acts or omissions or the performance of the payment networks. This includes losses resulting from (a) chargebacks, reversals, or returns; (b) the application of scheme or network rules; (c) any Reserve or settlement hold imposed by Monoova; or (d) outages or failures of third-party payment networks. Your rights and remedies for such issues lie with Monoova under the Monoova Documents.

9.3. Consumer Guarantees

These Terms do not exclude any guarantees under the Australian Consumer Law that cannot be lawfully excluded. Where liability can be limited, it is limited to resupplying the services or paying the cost of having them resupplied.

9.4. Indemnity

Each party (Indemnifying Party) indemnifies the other party and its officers, employees and agents against all losses, claims, fines, and costs arising from:

• the Indemnifying Party's failure to obtain necessary authorisations or consents to provide or use the Service.
• in the case of you, disputes with your clients, chargebacks, or reversals.
• any data breach or security incident originating from systems the Indemnifying Party owns or controls.
• any third-party claim alleging that the Indemnifying Party's data, instructions, provision of the Service or use of the Service infringes their rights or causes loss.

10. Termination

10.1. Termination by You

You may terminate your subscription at any time by cancelling through the online portal. To avoid being charged for the next subscription period (monthly or annual), you must cancel before your renewal date. Termination will be effective at the end of your current paid term. Fees already paid for the current subscription period are non-refundable, except as required by law.

10.2. Termination or Suspension by Us

We may suspend or terminate your access to the Service for convenience on 90 days' notice, or immediately and without notice for material breach, insolvency, fraud, legal requirements, or at Monoova's direction.

10.3. Effect of Termination

On termination, your access to the Service ceases. You may export your data for 30 days, after which it may be deleted.

11. Dispute Resolution

• Service Disputes: For disputes about the Nagaris software, first attempt to resolve the issue with us at legal@nagaris.com. If unresolved after 30 days, the dispute will be referred to mediation in Sydney under ACICA Rules.
• Payment Disputes: All disputes about payment processing must be resolved directly with Monoova as per the process in the Monoova Documents.

12. General

• Governing Law: These Terms are governed by the laws of New South Wales, Australia.
• Entire Agreement: These Terms, plus the Monoova Documents for payment users, constitute the complete agreement.
• Changes to Terms: We may modify these Terms with 30 days' notice for material changes.
• Force Majeure: We are not liable for delays or failures due to circumstances beyond our reasonable control, such as natural disasters, pandemics, or major infrastructure failures.
• Notices: Notices to us must be sent to legal@nagaris.com. Notices to you will be sent to your registered email address.