DRAFT — PENDING LEGAL REVIEW
These are the terms prepared for TradeCraft and they describe the subscription we actually provide. They remain marked as draft until final sign-off is recorded.
Version 1.0 — last updated 4 August 2026.
TradeCraft Group Pty Ltd (ACN 695 238 996, ABN 67 695 238 996) (TradeCraft, we, us or our); and
the Customer identified in the applicable Order Form or online sign-up (Customer, you or your).
each a Party and together the Parties.
A. TradeCraft operates a subscription software platform comprising a website and mobile applications that provides a searchable library of trade training content and related tools to businesses and their workers, including artificial intelligence powered photo, voice and text search features.
B. The Customer wishes to subscribe to the Platform on a seat licence basis so that its Authorised Users may access and use the Platform, and TradeCraft agrees to provide access on the terms of this Agreement.
C. This Agreement governs the paid subscription relationship between TradeCraft and the Customer. Individual use of the mobile application by Authorised Users is additionally governed by the End User Licence Agreement, and TradeCraft's handling of personal information is described in the Privacy Policy.
Operative provisions
1.1 In this Agreement, unless the context requires otherwise:
1.2 In this Agreement, headings are for convenience only; the singular includes the plural and vice versa; a reference to legislation includes any amendment to it; a reference to a document includes that document as varied; the word 'including' is not a word of limitation; and if there is any inconsistency, an Order Form prevails over these terms to the extent of the inconsistency for that Customer.
2.1 This Agreement is entered into when the Customer completes an Order Form or the online sign-up flow, or first accesses or uses the Platform under a paid subscription, whichever occurs first. By doing so, the person accepting confirms they are authorised to bind the Customer.
2.2 Purchases of Seats and management of billing are carried out only through the website. Consistent with the applicable app store rules, the mobile applications do not offer sign-up, pricing or billing screens.
2.3 The Platform is offered to businesses for business purposes. It is not intended for use by consumers acquiring the Platform for personal, domestic or household use.
3.1 Subject to payment of the Fees and compliance with this Agreement, TradeCraft grants the Customer a non-exclusive, non-transferable, non-sublicensable licence during the Subscription Term to access and use the Platform for the number of Seats subscribed, solely for the Customer's internal business purposes.
3.2 The Customer may permit one Authorised User per Seat. Seats may not be shared, but the Customer may reassign a Seat from one Authorised User to another where the first has ceased to require access.
3.3 The Customer may add or remove Seats through the website. Additional Seats added during a Subscription Term are charged on a pro-rata basis for the remainder of the then-current Subscription Term and renew with the subscription. A reduction in Seats takes effect from the start of the next renewal period, and Fees already paid for the current period are not refundable on a reduction of Seats except as required by law.
3.4 The Customer is responsible for its account, for maintaining the confidentiality of login credentials, for all activity that occurs under its account and Seats, and for ensuring its Authorised Users comply with this Agreement, the EULA and the Acceptable Use Policy. The Customer must notify TradeCraft promptly of any unauthorised access.
3.5 The website is provided to enable the Customer to purchase and manage its subscription and to access the Platform. The Customer's use of the website is subject to this Agreement, and the Customer must not use the website other than for its intended purpose.
3.6 TradeCraft may improve, modify, or update the Platform from time to time. We will not materially reduce the core functionality of the Platform during a paid Subscription Term without the Customer's consent, except where required for legal, security or operational reasons.
4.1 The Customer must, and must ensure its Authorised Users, use the Platform in accordance with the Acceptable Use Policy in Schedule 1 and all applicable laws.
4.2 In particular, the Customer must ensure that Authorised Users do not upload, photograph, record or submit any content that infringes the rights of any person, that contains the Personal Information of a third party without a lawful basis to do so, or that is unlawful, misleading, offensive or harmful.
4.3 TradeCraft may investigate suspected breaches of this clause or Schedule 1 and may remove content or suspend access in accordance with clause 11.
5.1 Certain search features rely on AI Providers. When an Authorised User submits a Search Submission, the photo, voice recording or query may be transmitted to and processed by an AI Provider, which may be located outside Australia, including in the United States. This processing is described further in the Privacy Policy.
5.2 The Customer acknowledges and agrees to this transmission and overseas processing, and must ensure its Authorised Users are informed of it before using the search features. Where the Customer or an Authorised User submits Personal Information within a Search Submission, the Customer is responsible for ensuring there is a lawful basis for that submission and overseas disclosure.
5.3 The search features are provided as a tool only. Search results and AI-generated outputs may be incomplete, inaccurate or unsuitable for a particular purpose and must not be relied upon as professional, safety, engineering or compliance advice. The Customer and its Authorised Users are responsible for exercising their own judgement, including in relation to workplace health and safety.
5.4 TradeCraft does not currently sign additional agreements with the AI Providers beyond their standard terms and, where this changes, will update the Privacy Policy accordingly. TradeCraft does not use photographs or photo-derived data for advertising, marketing or data mining.
TradeCraft may amend this Agreement, including the Acceptable Use Policy, from time to time. We will give the Customer reasonable notice of any material change by email or through the Platform. If a material change has a material adverse effect on the Customer and the Customer objects, the Customer may terminate this Agreement by notice before the change takes effect. Continued use after the change takes effect constitutes acceptance.
7.1 This Agreement commences on acceptance and continues for the initial Subscription Term specified in the Order Form.
7.2 Unless the Order Form states otherwise, the subscription automatically renews for successive periods equal to the initial Subscription Term, at TradeCraft's then-current Fees, unless either Party gives notice of non-renewal at least 30 days before the end of the then-current period. TradeCraft may vary the Fees for a renewal period by giving at least 30 days' notice before renewal.
7.3 Either Party may terminate this Agreement immediately by notice if the other Party commits a material breach that is not remedied within 14 days of notice, or becomes insolvent or is unable to pay its debts as they fall due.
7.4 The Customer may terminate for convenience with effect from the end of the then-current Subscription Term by giving notice under clause 7.2. Fees paid are not refundable on termination for convenience except as required by law.
7.5 TradeCraft may terminate or suspend under clause 11 for non-payment, breach of the Acceptable Use Policy, or where continued provision would expose TradeCraft to legal or security risk.
7.6 On expiry or termination, the licences granted under this Agreement end, the Customer and its Authorised Users must stop using the Platform, and each Party must return or destroy the other's Confidential Information on request. Clauses that by their nature should survive termination do so, including clauses 5.3, 8, 9, 10, 12, 13, 14 and 15.
8.1 As between the Parties, TradeCraft owns all Intellectual Property Rights in the Platform and the Platform Content. Except for the licence expressly granted in clause 3, no rights in the Platform or Platform Content are granted to the Customer. The Customer must not copy, modify, reverse engineer, resell, or create derivative works of the Platform or Platform Content except to the extent permitted by law.
8.2 As between the Parties, the Customer owns all Intellectual Property Rights in the Customer Data. The Customer grants TradeCraft a non-exclusive, worldwide, royalty-free licence to host, copy, transmit, process and display the Customer Data (including by transmitting Search Submissions to AI Providers) to the extent necessary to provide and support the Platform and to comply with law.
8.3 The Customer warrants that it has all rights and consents necessary to submit the Customer Data and to grant the licence in clause 8.2, and that the Customer Data does not infringe the rights of any third party.
8.4 TradeCraft may create and use aggregated or de-identified data derived from use of the Platform for the purposes of operating, improving and analysing the Platform, provided such data does not identify the Customer or any individual.
8.5 If the Customer or its Authorised Users provide feedback or suggestions about the Platform, TradeCraft may use that feedback without restriction and without obligation to the Customer.
9.1 Each Party warrants that it has the power and authority to enter into and perform this Agreement.
9.2 To the maximum extent permitted by law, the Platform is provided on an 'as is' and 'as available' basis, and TradeCraft excludes all representations, warranties and guarantees not expressly set out in this Agreement, including any implied warranties of merchantability, fitness for a particular purpose, or that the Platform will be uninterrupted, error free or secure.
9.3 Nothing in this Agreement excludes, restricts or modifies any guarantee, right or remedy conferred on the Customer by the Australian Consumer Law or any other law that cannot lawfully be excluded (Non-excludable Rights). To the extent TradeCraft is able to limit its liability for a breach of a Non-excludable Right (other than a guarantee under sections 51 to 53 of the Australian Consumer Law), its liability is limited, at TradeCraft's option, to re-supplying the relevant services or paying the cost of having them re-supplied.
9.4 The Customer warrants that it will comply, and procure that its Authorised Users comply, with this Agreement, the EULA and the Acceptable Use Policy, and with all laws applicable to its use of the Platform.
10.1 Subject to clause 9.3, and to the maximum extent permitted by law, neither Party is liable to the other for any indirect, incidental, special or consequential loss, or for any loss of profit, revenue, goodwill, anticipated savings, or loss or corruption of data, however arising.
10.2 Subject to clause 9.3, and to the maximum extent permitted by law, TradeCraft's total aggregate liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence), under statute or otherwise, is limited to the total Fees paid by the Customer in the 12 months immediately before the event giving rise to the liability.
10.3 Each Party's liability is reduced to the extent the loss was caused or contributed to by the other Party or those for whom it is responsible.
10.4 The Customer indemnifies TradeCraft against any loss, liability, cost or claim (including reasonable legal costs) arising out of or in connection with: (a) Customer Data or Search Submissions, including any claim that they infringe the rights of, or contain the Personal Information of, a third party; (b) the Customer's or an Authorised User's breach of the Acceptable Use Policy or misuse of the Platform; and (c) the Customer's breach of clause 8.3.
11.1 TradeCraft may suspend the Customer's or an Authorised User's access to the Platform, in whole or in part, where: (a) Fees are overdue and remain unpaid 7 days after notice; (b) TradeCraft reasonably suspects a breach of the Acceptable Use Policy or unlawful, harmful or unauthorised use; (c) suspension is necessary to protect the security or integrity of the Platform or other users; or (d) required by law.
11.2 Where practicable, TradeCraft will give prior notice of suspension and will restore access promptly once the cause is resolved. Suspension does not relieve the Customer of its obligation to pay Fees, except where the suspension results solely from TradeCraft's fault.
12.1 The Customer must pay the Fees set out in the applicable Order Form. Unless stated otherwise, Fees are payable in advance for each Subscription Term.
12.2 Payments are processed through our third party payment processor. The Customer authorises TradeCraft and its payment processor to charge the Customer's nominated payment method for the Fees, including on each renewal and for any additional Seats.
12.3 If any amount is not paid when due, TradeCraft may charge interest on the overdue amount at a reasonable rate and may suspend access under clause 11. The Customer must pay all Fees without set-off or deduction.
12.4 Unless stated otherwise, Fees are exclusive of GST. If GST is payable on a supply under this Agreement, the Customer must pay an additional amount equal to the GST, on receipt of a valid tax invoice. Terms used in this clause have the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
13.1 Each Party must comply with the Privacy Act 1988 (Cth) and the Australian Privacy Principles to the extent they apply to it. TradeCraft's collection, use and disclosure of Personal Information through the Platform is described in the Privacy Policy, which the Customer should review and bring to the attention of its Authorised Users.
13.2 As between the Parties, where TradeCraft processes Personal Information of the Customer's Authorised Users or other individuals on the Customer's behalf, it does so as the Customer's service provider and only to provide the Platform and as permitted by this Agreement and the Privacy Policy. The Customer is responsible for providing any notices to, and obtaining any consents from, its Authorised Users required for their use of the Platform, including in relation to Search Submissions and overseas processing by the AI Providers.
13.3 TradeCraft hosts the Platform and stores data at rest in Australia and engages the third party providers described in the Privacy Policy. TradeCraft will maintain reasonable technical and organisational security measures appropriate to the nature of the data.
13.4 TradeCraft will handle retention and deletion of Search Submissions and search history as described in the Privacy Policy. The Customer acknowledges the retention and 'clear history' behaviour described there.
13.5 On expiry or termination, TradeCraft will, on the Customer's request made within 30 days, make the Customer Data available for export in a commonly used format, after which TradeCraft may delete the Customer Data in the ordinary course, subject to any retention required by law and to backups deleted in the ordinary cycle.
13.6 Each Party will notify the other without undue delay on becoming aware of an eligible data breach affecting the Customer Data and will cooperate to meet any obligations under the Notifiable Data Breaches scheme.
Each Party must keep the other's Confidential Information confidential and use it only for the purposes of this Agreement, except where disclosure is required by law or to a Party's professional advisers on a confidential basis. This clause does not apply to information that is or becomes public other than through breach, or is independently developed or lawfully received from a third party.
15.1 Force majeure. Neither Party is liable for a failure or delay in performing its obligations (other than payment) caused by an event beyond its reasonable control, provided it takes reasonable steps to mitigate the effect.
15.2 Notices. Notices must be in writing and sent to the email or address notified by a Party. Notices to TradeCraft must be sent to luke@tradecraftapp.com.au, and notices are taken to be received when delivered or, if by email, when sent unless the sender receives an error.
15.3 Assignment. The Customer must not assign or novate this Agreement without TradeCraft's consent. TradeCraft may assign or novate this Agreement to a related body corporate or in connection with a sale of its business on notice to the Customer.
15.4 Entire agreement. This Agreement is the entire agreement between the Parties about its subject matter and supersedes all prior representations and agreements.
15.5 Waiver and variation. A waiver must be in writing. Subject to clause 6, a variation is effective only if agreed in writing.
15.6 Severance. If any provision is void or unenforceable, it is severed to the extent necessary and the remainder continues in force.
15.7 Relationship. The Parties are independent contractors. Nothing in this Agreement creates a partnership, agency or employment relationship.
15.8 Publicity. TradeCraft may identify the Customer as a customer and use the Customer's name and logo in its customer lists and marketing, unless the Customer notifies TradeCraft otherwise in writing.
15.9 Governing law. This Agreement is governed by the laws of New South Wales, and each Party submits to the non-exclusive jurisdiction of the courts of New South Wales.
The Customer must, and must ensure its Authorised Users, comply with the following when using the Platform. The Customer must not, and must ensure Authorised Users do not:
A breach of this Schedule 1 is a material breach of the Agreement and may result in removal of content, suspension under clause 11 or termination under clause 7.
By completing an Order Form or the online sign-up, or by accessing or using the Platform under a paid subscription, the Customer agrees to be bound by this Agreement.
