Terms of Service

These Terms of Service are the main contract between KoalaFix Pty Ltd and the organisation that uses KoalaFix. They're written for the founders, Admins and engineering leads who set up a Space for their team. They work together with our Plans & Billing Terms, Acceptable Use Policy and Data Processing Addendum, while our Privacy Policy explains how we handle Personal Information. The summary box and the "In short" line at the start of each section help you read the Terms, but only the full text binds.

Key terms at a glance

A plain-English summary only. It isn't part of the Terms and doesn't change them.

• Who you're contracting with. KoalaFix Pty Ltd, an Australian company based in Melbourne. It's the same company for every customer, wherever you are.
• Work use only, 18+. KoalaFix is for organisations and for people using it for their work or business, including freelancers and sole traders. Everyone who uses it must be 18 or older, and the person who signs up confirms they can bind the organisation.
• You own your content. Your team memory belongs to you, and we use it only to provide KoalaFix to you. Our promise: "We don't use your Customer Content to train AI models, and we don't let our AI providers train on it. We don't use it to improve KoalaFix for other customers, or for any purpose other than providing the Service to you, unless you opt in."
• Plans and trial. Free is for up to 4 people; memory nobody has written or confirmed in 60 days is hidden, and deleted 12 months later unless you upgrade. Premium is US$15 per Seat per month, plus taxes (Australia: US$16.50 including GST), with a 30-day Trial that needs a card. Unless you cancel first, we charge the card automatically when the Trial ends. The Plans & Billing Terms have every rule.
• Cancel any time. Admins can cancel Premium in the dashboard at any time, and your Space moves to Free at the end of the paid month. You can export your memory (on Free, memory hidden after 60 days isn't included) and delete your Space whenever you like, with no exit charges.
• Your agents act for you. You're responsible for the AI clients and automated jobs your people connect, and for what they write and do. Team memory can be wrong or misleading, so treat it as information, not instructions.
• Disputes. Tell us first and we'll try to sort it out together. US customers, and your people in the US: binding individual arbitration under Delaware law, unless you opt out within 30 days of first accepting the Terms. Everyone else: Victorian law and the courts of Victoria, Australia.
• Your Australian Consumer Law rights. Nothing in the Terms takes away rights you have under the Australian Consumer Law, or any other law, that can't be excluded.

1 · About these Terms

In short: this is a contract between KoalaFix Pty Ltd and your organisation. Whoever accepts it for your organisation confirms they're allowed to. Each of your people also agrees to it when they first sign in, including section 20 on disputes.

1.1 Who we are and who you are

These Terms of Service are an agreement between KoalaFix Pty Ltd (ABN 99 696 245 959, ACN 696 245 959), 425 Smith St, Fitzroy VIC 3065, Australia ("KoalaFix", "we", "us" or "our"), and the organisation that signs up for or uses the Service ("you", "your" or "Customer"). If you're a sole trader, "you" means your business.

1.2 Accepting the Terms

The person who signs up accepts the Terms for your organisation by ticking an unticked box, or clicking a clearly labelled button such as "Agree and continue", next to links to the documents in section 1.3. They confirm that they're 18 or older and have authority to bind your organisation; if they don't, they must not accept. We record the version accepted, the time, the account and the IP address. Starting a Trial needs a separate, unticked consent to automatic charging (see "Trial" in the Plans & Billing Terms).

Each of your people accepts the Terms and the Acceptable Use Policy when they first sign in, before any token is issued to them. They use the Service under your account, not as separate customers, but each of them also agrees with us to section 20 ("Disputes") for any dispute they have with us about the Service.

1.3 The documents that make up the Terms

The "Terms" are:

• these Terms of Service (https://koalafix.com/terms);
• the Plans & Billing Terms (https://koalafix.com/plans-terms);
• the Acceptable Use Policy (https://koalafix.com/acceptable-use);
• the Data Processing Addendum, or "DPA" (https://koalafix.com/dpa); and
• any Order Form. On the Enterprise plan, the Order Form sets out your price, term and anything else we agree, and it can only be changed by written agreement between us.

Our Privacy Policy (https://koalafix.com/privacy) explains how we handle Personal Information; it isn't part of the contract. Our Security page (https://koalafix.com/security) gives information that the Terms refer to. Our Subprocessors page (https://koalafix.com/subprocessors) forms part of the DPA (Schedule 3).

1.4 If documents conflict

If the documents conflict, they apply in this order: an Order Form; the DPA, for data protection; the Plans & Billing Terms, for plans and billing; these Terms of Service; then the Acceptable Use Policy. There are two exceptions. Where the EU Standard Contractual Clauses (or their UK or Swiss versions) apply under the DPA, they win over everything else. And section 20 ("Disputes") governs disputes under every document that makes up the Terms, unless an Order Form expressly says otherwise.

1.5 How to read the Terms

• Headings, the "Key terms at a glance" box and the "In short" lines help you read the Terms. They aren't part of the Terms and don't change their meaning.
• Examples, and words such as "including", don't limit what comes before them.
• "Days" means calendar days. A "working day" is a weekday that isn't a public holiday in Melbourne, Victoria.
• Section numbers refer to these Terms of Service unless we name another document.

2 · Words we use

In short: these defined terms mean the same thing across all our legal documents.

These words have the same meanings in all the documents that make up the Terms and in our Privacy Policy. Other terms are defined where they're first used.

3 · Who can use KoalaFix

In short: KoalaFix is for work, for people aged 18 or over, and not where sanctions forbid it. You choose your people, and you're responsible for how they use your Space.

3.1 Work use only

The Service is for organisations, and for people using it for their work or business, including freelancers, sole traders and solo founders. It isn't for personal, family or household use, and by accepting the Terms you confirm that you're using it for work or business. This doesn't affect your rights under the Australian Consumer Law (section 16.4).

3.2 18 or older

Everyone who uses the Service must be 18 or older. If we learn that someone under 18 is using it, we'll disable their access, delete their account and tell your Admins.

3.3 Sanctions

You can't use the Service if you, or anyone who owns or controls you, are in a country or region subject to comprehensive sanctions, or are named on a government list of sanctioned or restricted parties. Section 21.2 sets out the full rules, including other places where we may tell you we can't offer the Service.

3.4 One organisation per Space

Each Space belongs to one organisation and is meant to hold that organisation's whole memory, so use labels on people, not separate Spaces, for departments. You may invite contractors and others who work with you, but the Space and its Customer Content stay yours. Don't use a Space to pool memory between unrelated organisations, or open extra Spaces to get around plan limits or the one-trial rule.

3.5 Your people and Admins

You decide who your people are and what role each one has (Admin, Member or Viewer). Admins act for you, and we may treat an Admin's instructions as yours, for example to invite or remove people, export memory, cancel a plan or delete the Space. Keep at least one Admin, and keep your Admins' and billing contact's email addresses up to date, because that's where we send notices.

If there's a dispute about who controls a Space, we treat your organisation, not any individual, as its owner. We may ask for reasonable evidence, such as control of your organisation's email domain, and pause the request while we check.

3.6 Your responsibility for your people

Give us accurate details, including your organisation's name and billing country, and keep them up to date. Each person must use their own account; don't share accounts or sign-in details.

You're responsible for your people's use of the Service and for making sure they follow the Terms. Anything done through your people's accounts, tokens or agents counts as done by you, except to the extent it results from our breach of the Terms (for example, a failure of our security). When someone leaves or no longer needs access, remove them from your Space and revoke their tokens promptly.

4 · The Service

In short: KoalaFix helps your team's AI coding agents work together. We'll keep improving it. If we materially cut back your plan, we'll normally give you 30 days' notice, and you can leave before the change applies (with a refund, if you've paid).

4.1 What KoalaFix is

KoalaFix is a hosted service that helps a team run AI coding agents together. Your people connect their AI coding tools (such as Claude Code, Codex, Cursor and Gemini CLI) to KoalaFix through our plugin, hooks or MCP connection. Before an agent starts a piece of work it can check in, so teammates' agents can see what's in progress and avoid doubling up or clashing. KoalaFix also keeps a shared team memory: notes, decisions and facts that your people and their agents save, which agents can search by meaning when they need context. Admins run the Space from the KoalaFix dashboard. KoalaFix is closed source and runs only on our hosting; there is no self-hosted version. On the Enterprise plan, your Space's memory can live in a Postgres database you own, which our hosted service connects to.

KoalaFix is a coordination layer. It is not a coding agent, a code reviewer, a project tracker or a way to watch people.

Our "documentation" means the help pages, set-up guides and feature descriptions we publish for the Service. "What leaves your people's machines" and "Where your data lives" on the Security page explain what your people's AI clients send to KoalaFix and where it's stored.

4.2 Changes to the Service

We may add, change or remove features. If a change would materially reduce the features of a paid plan you're on, we'll give your Admins at least 30 days' notice by email and in the dashboard, and you can cancel before it applies and get a pro-rata refund of prepaid fees for the rest of that month. If security or the law requires a faster change, we'll tell you as soon as we reasonably can, and you have the same right to cancel. On the Free plan, we'll give your Admins at least 30 days' notice by email of a change that materially reduces the Free plan, unless security or the law requires a faster change, and you can export your data (section 15) and leave before it applies. Price changes follow "Price changes" in the Plans & Billing Terms, and changes to the Terms follow section 19.

4.3 Beta features

Features labelled beta, preview or early access ("Beta Features") are optional and provided "as is". They may be less reliable than the rest of the Service, and may change or stop at any time. The promises in section 16.1 don't cover them, but your Non-excludable Rights (section 16.4) and the rest of the Terms do, including the DPA, confidentiality and our no-training promise.

4.4 Client Software licence

The Client Software is proprietary: we license it, we don't sell it. While the Terms are in force, you have a limited, non-exclusive, non-transferable, revocable licence to install and use it on your people's devices and systems, only to use the Service. We may revoke it only when the Terms end or under section 13 or 14. It may update automatically, and we may stop supporting older versions after reasonable notice.

You must not copy the Client Software (except to install and use it), modify, distribute, sell or sublicense it, or reverse engineer, decompile or disassemble it, except as far as the law allows despite this restriction. Open-source components in it are licensed under their own licences, which apply to those components instead of this section.

4.5 Third-party AI clients and services

AI clients and models made by others, such as Claude Code, Codex, Cursor and Gemini CLI, work under your arrangements with their makers. They aren't our Subprocessors, and we aren't responsible for them or for how they handle content. When KoalaFix gives your people's agents team memory or check-in descriptions, that content goes to whichever AI provider your people use, under your arrangement with that provider. The same goes for sign-in providers you choose to use, such as Google.

4.6 Support and availability

We provide support by email at support@koalafix.com and respond as soon as we reasonably can. We use Customer Content you share for support only to help you. We work to keep the Service available, but we don't promise any level of uptime, and it may sometimes be unavailable, including for maintenance. We'll try to warn you about planned maintenance that's likely to cause significant downtime. Any support commitments or service levels for the Enterprise plan are in the Order Form. This section doesn't limit your Non-excludable Rights.

5 · Your agents and AI

In short: your agents act for you, so you're responsible for what they write and do. Team memory and AI output can be wrong or misleading, check-ins don't lock anything, and KoalaFix isn't for monitoring people or making decisions about them. You must tell your people what's shared.

5.1 Your agents act for you

You're responsible for the AI clients, agents and automated jobs your people connect to the Service, the access and tokens you give them, and everything they write to or do through the Service, as if your people had done it themselves.

You decide which machines, AI clients and projects connect to your Space. Depending on how it's installed, the Client Software may run in every project on a machine, not just one repository, so install it only where you're happy for that work to connect to your Space.

KoalaFix gives connected agents short standing instructions on using its tools, including when to search memory and to save team decisions they see during a session, in their own words. While your Space isn't set up, a connected agent may start set-up without asking the person first; an Admin can turn this off. During set-up, your people's agents may read your own sources (such as your website, code repositories or issue tracker) and draft your team map and team facts. At set points in a session, the Client Software may also ask a person's agent to save the team decisions made so far, in its own words, without sending us the transcript or the person's prompts; this can be switched off. Your agents do all of this with your people's own access and AI accounts and decide what to send; it counts towards your people's usage with their AI providers, and our servers don't read your sources themselves. "What leaves your people's machines" on the Security page explains each step.

Check what your agents save, give them only the access they need, and keep a person in the loop for actions that matter.

5.2 Memory is information, not instructions

Team memory can be wrong, out of date or incomplete, and someone could write text designed to steer other agents (prompt injection). Your people should configure their agents to treat memory as information, not instructions, and review important actions before an agent takes them. To help, KoalaFix shows who wrote what and when, keeps edit history, and lets Admins undo changes and delete memory, and our hooks label memory as information from teammates, not instructions.

We aren't responsible for what your agents do with team memory, except to the extent it's caused by our breach of the Terms (for example, a security failure that lets someone outside your Space change your memory).

5.3 Check-ins are not locks

Check-ins show what's in progress, but they don't stop anyone editing code unless your own setup enforces them. If KoalaFix is unavailable, the hooks let your agents keep working, so two agents could end up working on the same thing.

5.4 AI output can be wrong

Some features use AI models: for example, search by meaning and, where it's switched on, an AI judge that compares new memory with similar memory and suggests clean-ups. The judge only makes suggestions; it doesn't change or delete memory by itself. Search results, suggestions and other AI output can be inaccurate, incomplete or out of date, so check them before relying on them for anything important.

5.5 Not for decisions about people

KoalaFix isn't designed to monitor individuals, or to make or support employment, credit, housing, insurance or other significant decisions about people. You must not use it for those purposes (see the Acceptable Use Policy).

5.6 Telling your people

When your people use the Service, parts of their prompts go to KoalaFix as search questions ("What leaves your people's machines" on the Security page explains exactly what), their agents may save team decisions they see during a session (section 5.1), their agents' check-ins and saved memory are shared with others in your Space, questions their agents ask that find nothing may be shown to your team as "gaps", and the team map shows their names, roles and areas to everyone in the Space. You must give your people any notice, and get any consent, that the law requires for this, including under workplace surveillance and privacy laws.

6 · Your content

In short: you own your Customer Content. We use it only to provide the Service to you, and we don't train AI models on it unless you opt in. You're responsible for what goes in. We may remove content only for a security risk, a serious or continuing breach of the Acceptable Use Policy, or a legal requirement, and we'll tell you why.

6.1 You own your content

As between you and us, you own all Customer Content and all rights in it.

6.2 Our limited licence

You give us a non-exclusive, royalty-free licence to host, copy, process, transmit and display Customer Content only to provide, secure and support the Service for you, as you direct (including through your people's and agents' use of the Service and your settings), and to comply with the law. Our Subprocessors may do these things for us under the DPA. The licence ends when the Customer Content is deleted.

Only named KoalaFix founders and staff with a need can access Customer Content, and only to give support you ask for (with your permission), to investigate a security incident, abuse or a breach of the Terms, to keep the Service running (for example, restoring from a backup), or to comply with the law. We log that access.

6.3 Our no-training promise

We don't use your Customer Content to train AI models, and we don't let our AI providers train on it. We don't use it to improve KoalaFix for other customers, or for any purpose other than providing the Service to you, unless you opt in.

In this promise, "providing the Service to you" includes securing and supporting it and complying with the law. Any opt-in will be separate, made by an Admin, explained in plain terms, and possible to withdraw at any time. The promise applies on every plan, including the Free plan, the Trial and Beta Features.

6.4 Usage Data

We may use Usage Data, and aggregated, de-identified statistics built from it, to run, secure and improve the Service. We never build those statistics from the text of Customer Content. Usage Data that is Personal Information is handled as the Privacy Policy describes.

6.5 Feedback and publicity

If you or your people give us suggestions or other feedback ("Feedback"), you give us a non-exclusive, perpetual, royalty-free licence to use it, including to improve the Service, without obligation to you. We won't name you or your people as its source without permission, and any Customer Content included with Feedback stays Customer Content. We won't use your name, logo or trade marks (for example, in a customer list or case study) without your permission.

6.6 Your responsibilities for content

You're responsible for Customer Content and for having the rights, notices and consents needed for us to process it under the Terms. That includes Personal Information about your people and anyone else mentioned in memory, such as clients or contractors: you need a lawful basis to put it into KoalaFix, and you should keep it to what your team needs.

"What not to put in KoalaFix" in the Acceptable Use Policy lists content you must not put into KoalaFix, such as secrets and credentials, payment card data, and health and other sensitive information, unless an Order Form allows it. Our write guard refuses text that looks like an API key or token, but it won't catch everything.

6.7 Removing content

We don't routinely review Customer Content. We act on reports, on automated signals such as the write guard, and on problems we find while doing the things in section 6.2.

We may remove, or disable access to, specific Customer Content only to deal with a security risk, a serious or continuing breach of the Acceptable Use Policy (including illegal content, such as infringing material identified in a valid copyright notice under "Intellectual property and copyright complaints" in that policy), or a legal requirement, acting as narrowly as we reasonably can. We'll tell your Admins first, unless it's urgent (for example, a live secret, or illegal content that could cause serious harm), the law prevents us, or we're acting on such a copyright notice; then we'll tell them promptly afterwards. We'll give a statement of reasons: what we did and for how long, the facts (including whether we acted on a report), the rule or law we relied on, whether we used automated means, how to appeal to legal@koalafix.com, and that you can also go to court. If we disabled content and your appeal succeeds, we'll restore it.

Anyone can report content they believe is illegal or infringes their rights, including copyright, to legal@koalafix.com, as "Reporting a problem" and "Intellectual property and copyright complaints" in the Acceptable Use Policy explain. Repeated infringement is a serious breach of that policy.

7 · Privacy and data protection

In short: the Privacy Policy explains how we handle Personal Information. The DPA is part of the Terms and governs how we process your Customer Content for you.

7.1 Privacy Policy and DPA

Our Privacy Policy explains how we handle Personal Information, including Account Data and Usage Data, and the rights people have. It isn't part of the Terms. The DPA is part of the Terms and applies automatically, without a separate signature. It covers how we process Customer Content for you, including security, Subprocessors, international transfers, breach notification, and deletion and return.

7.2 Our roles

For Customer Content, we're your processor (a "service provider" under US state privacy laws) and act only on your instructions, as recorded in the Terms and your use and settings of the Service. For Account Data, Usage Data, and our website and marketing data, we're an independent controller, and the Privacy Policy applies.

7.3 Where your data lives

"Where your data lives" on the Security page, and the Subprocessors page, say where we store and process data and which companies process it for us. We'll tell your Admins before we move your Space's data to another region. "Subprocessors" in the DPA explains how we tell you about new Subprocessors and how you can object.

8 · Security

In short: we protect the Service as the Security page describes. You keep your accounts, tokens and secrets safe and tell us quickly if something goes wrong. We can revoke a compromised token, and we'll tell you why.

8.1 Our security

We use reasonable technical and organisational measures to protect the Service and Customer Content, as the Security page and the DPA describe. The Security page also lists, under "What we haven't done yet", measures we don't have in place yet. We may change our measures, but we won't reduce the overall protection of Customer Content. If a Security Incident (as the DPA defines it, but covering all Customer Content, not only Personal Information) affects your Customer Content, we'll tell you as "Security Incidents" in the DPA describes.

8.2 Your security duties

You must:

• keep sign-in details, tokens and other credentials secure, and not share them;
• give tokens and agents only the access they need, set tokens to expire where you can, and revoke tokens you no longer need;
• keep secrets out of memory, and if one gets in, delete it and rotate (change) the secret;
• keep your own devices, AI clients and AI provider accounts secure; and
• tell us promptly at security@koalafix.com if you suspect an account, a token or your Space has been compromised or used without permission.

8.3 Compromised tokens

If we reasonably believe a token, session or account has been compromised, or is being used to attack the Service or others, we may revoke or suspend it. We'll tell the affected person and your Admins why, beforehand if we can, or as soon as we can afterwards if it's urgent. Section 13 applies.

8.4 Security research

Don't test the security of the Service except as our Vulnerability Disclosure Policy (https://koalafix.com/security/disclosure) allows. Good-faith research that follows that policy doesn't breach the Terms.

9 · Plans, fees and trials

In short: Free costs nothing, Premium is billed monthly per Seat, and the Trial needs a card and turns into a paid plan unless you cancel. If a payment fails, your Space moves to Free. The Plans & Billing Terms set out every rule.

9.1 Plans

We offer the Free, Premium and Enterprise plans. The Plans & Billing Terms set out what each plan includes, its limits and price, the Trial, Seats, renewal, cancelling, refunds, price changes, taxes, fair use, moving to Free and hidden memory. Enterprise prices and terms are in the Order Form.

9.2 Paying for Premium

On the Premium plan, you pay for your Seats each month in US dollars, plus taxes, as the Plans & Billing Terms describe. Premium renews every month until you cancel.

9.3 The Trial

To start the Trial, an Admin adds a card and separately agrees to automatic charging. Unless you cancel before the Trial ends, we charge the card automatically when it ends and then every month until you cancel (see "Trial" in the Plans & Billing Terms).

9.4 If a payment fails

We don't suspend Spaces for non-payment. If a Premium payment fails, your Space moves to the Free plan, as the Plans & Billing Terms describe.

9.5 Taxes and refunds

Prices don't include taxes ("Taxes" in the Plans & Billing Terms). Refunds follow "Refunds" in the Plans & Billing Terms and any part of the Terms that gives you a pro-rata refund. Nothing in the Terms limits refunds you're entitled to under the Australian Consumer Law or any other law that can't be excluded.

10 · Acceptable use and fair use

In short: follow the Acceptable Use Policy. If you go over a published limit, we slow things down and warn you before taking any other step.

10.1 Acceptable use

You must use the Service in line with the Acceptable Use Policy, and make sure your people and agents do too. It sets out what content and behaviour are allowed, the rules for agents, how we enforce it and how to report abuse.

10.2 Fair use

The Plans & Billing Terms publish fair-use limits, such as rate limits and storage limits (see "Fair use and limits"). If you go over a limit, we'll first slow down (throttle) requests, then warn your Admins by email and give you a chance to get back under the limit before taking any other step. We won't suspend anyone for heavy use that stays within the published limits.

11 · Confidentiality

In short: each of us keeps the other's confidential information private and uses it only for the Terms.

11.1 What's confidential

"Confidential Information" is information one of us (the discloser) gives the other (the recipient) in connection with the Terms that is marked confidential or that a reasonable person would understand to be confidential. Your Customer Content is your Confidential Information. Non-public information about the Service, such as security details and Order Form pricing, is ours. It doesn't include information that:

• is or becomes public without the recipient's fault;
• the recipient can show it already knew, or received from someone else without a duty of confidence; or
• the recipient developed independently without using the discloser's information.

11.2 What each of us must do

The recipient must use the discloser's Confidential Information only for the Terms, protect it with at least reasonable care, and share it only with its employees, contractors, professional advisers and (for us) Subprocessors who need it for the Terms and are bound by similar confidentiality duties. Each of us is responsible for the people it shares Confidential Information with.

The recipient may disclose Confidential Information if the law requires it. Where the law allows, it must tell the discloser first, so the discloser can seek protection, and disclose only what's required. For Customer Content, the DPA also applies.

11.3 How long this lasts

These duties continue after the Terms end, for as long as the information remains confidential. When the Terms end, each of us must return or delete the other's Confidential Information on request, except copies the law requires it to keep or that sit in backups until they expire. Customer Content is returned and deleted as sections 14 and 15 and "Returning and deleting data" in the DPA describe.

12 · Intellectual property

In short: we own KoalaFix, you own your content, and neither of us gets rights in the other's intellectual property unless the Terms say so.

12.1 Ours

We and our licensors own the Service, the Client Software, our documentation and our trade marks, and all intellectual property rights in them, including improvements we make, but not Customer Content.

12.2 Yours

You and your licensors own Customer Content and all intellectual property rights in it, including in what we derive from it to run the Service for you (but not in the technology we use to derive it).

12.3 No implied licences

Neither of us gets any rights in the other's intellectual property except the licences the Terms set out expressly.

12.4 Restrictions

You must not sell, resell, rent or sublicense access to the Service (other than by letting your people use your Space), copy the Service's features, design or interfaces to build a competing product, or remove proprietary notices from the Service or the Client Software.

13 · Suspension

In short: we suspend only for a few specific reasons, as narrowly as we can, usually after warning you, and we explain why and how to appeal. We don't suspend for non-payment; an unpaid Space moves to Free.

13.1 When we may suspend

We may suspend all or part of the Service only if we reasonably believe it's necessary:

(a) to deal with a security risk to the Service, Customer Content or others;(b) because of a serious or continuing breach of the Acceptable Use Policy;(c) because the law, a court or a regulator requires it;(d) to stop abuse of the Service's limits, after following the fair-use steps in section 10.2; or(e) to remove a person who isn't eligible under section 3.

13.2 As narrowly as we can

We'll suspend as little as we reasonably can, in this order of preference: a single token, a single agent or AI client connection, a single person's access, and only if none of those is enough, your whole Space.

13.3 Notice, reasons and appeals

Before we suspend, we'll tell the affected person and your Admins what the problem is and give a reasonable chance to fix it, unless it's urgent (for example, an active attack or a compromised token) or the law prevents us; then we'll tell them as soon as we can afterwards. Each time, we'll give a statement of reasons: what we suspended and for how long, the facts (including whether we acted on a report), the rule or law we relied on, whether we used automated means, how to fix the problem, how to appeal, and that you can also go to court. "What we do if this policy is broken" in the Acceptable Use Policy explains our enforcement steps in more detail.

We'll lift a suspension promptly once the problem is fixed or no longer exists. You can appeal any suspension by emailing legal@koalafix.com. We'll tell you the outcome and our reasons, and lift the suspension straight away if the appeal succeeds.

13.4 Your data during a suspension

Suspension doesn't delete Customer Content. Your Admins can still export your memory during a suspension, unless that would itself create a security risk or the law prevents it.

13.5 Non-payment isn't a reason to suspend

We don't suspend for non-payment. If a Premium payment fails, your Space moves to the Free plan (section 9.4).

14 · Ending the Terms

In short: you can cancel Premium or delete your Space at any time, and you can end the Terms with a refund if we breach them and don't fix it. We can end the Terms only for a breach you don't fix, a serious breach or illegal use, where the law requires it, or by giving 60 days' notice and a refund. We also close Free Spaces nobody has used for 24 months, after emailing your Admins. If we end things, you get 30 days to export first (on Free, hidden memory isn't included).

14.1 You can leave at any time

• Admins can cancel Premium at any time in the dashboard's billing page. Cancelling takes effect at the end of the current paid month, and your Space then moves to the Free plan (see "Cancelling" in the Plans & Billing Terms). We don't delete anything when you cancel, but Free plan rules then apply, including hiding memory nobody has written or confirmed in 60 days and deleting it 12 months after it's hidden (we email your Admins before any of it is deleted; see "Hidden memory on the Free plan" in the Plans & Billing Terms).
• Admins can delete your Space, and each of your people can delete their own account, at any time.
• You can end the Terms at any time by deleting all your Spaces or asking us at support@koalafix.com.

If you delete a Space or an account yourself, deletion starts straight away and there's no export window, so export what you want to keep first. On the Free plan, exports leave out hidden memory (section 15.4).

14.2 Ending the Terms for breach

We may end the Terms, or your access to a Space, by notice if you materially breach the Terms and don't fix the breach within 30 days after we tell you about it, or straight away if you seriously breach the Acceptable Use Policy (for example, illegal content, attacks on the Service or others, or sanctions breaches) or use the Service illegally.

You may end the Terms by notice if we materially breach them and don't fix the breach within 30 days after you tell us. If you do, we'll refund prepaid fees for the rest of the paid period, pro rata.

14.3 If we stop the Service or a plan

We may stop providing the Service, or a plan, for any reason by giving your Admins at least 60 days' notice. If we do, we'll refund prepaid fees for the period after it stops, pro rata, and if we stop only a plan, we'll tell you which plans you can move to.

14.4 What happens when the Terms end

When the Terms end, or a Space is closed:

• your right to use the Service and the Client Software for that Space ends;
• you pay any fees owed up to the end date, but nothing more;
• if the Terms or the Space end for any reason other than you deleting your Space or account, or us closing an inactive Free Space (section 14.6), you have 30 days to export your Customer Content from the dashboard, or by asking us (on the Free plan, hidden memory isn't included), unless the law prevents us from giving it back; and
• after that, we permanently delete all Customer Content, Personal Information or not, on the timeline in "Returning and deleting data" in the DPA.

If you're switching to another provider, section 15 also applies, and you get whichever period is longer.

14.5 What continues after the Terms end

Any part of the Terms that by its nature should continue after they end will continue, including section 6 (with our licence continuing only until the Customer Content is deleted), sections 11, 12, 14.4, 14.5 and 15, sections 16.3 and 16.4, sections 17, 18, 20 and 21, and any obligation to pay fees owed.

14.6 Inactive Free Spaces and accounts

If no one in a Free Space signs in or uses KoalaFix for 24 months, we'll email its Admins and close the Space 30 days later, unless someone uses it in the meantime. We then delete its content as we do when a Space is deleted. We keep billing records for as long as tax law requires (7 years) and the one-trial record for 24 months.

If a person isn't a member of any Space and hasn't signed in for 24 months, we'll email them and delete their account 30 days later.

15 · Switching and taking your data with you

In short: you can move your data to another provider or your own systems at any time. On request, we'll give you all of it in a standard format, except hidden memory on the Free plan, and keep the Service running while you switch. We don't charge for switching or leaving.

These rules apply to every customer on every plan. They're based on the EU Data Act and don't limit any further rights the law gives you.

15.1 Your right to switch

You can switch to another provider, move your data to your own systems, or simply leave, at any time. We never require more than 2 months' notice, and in practice we need none.

15.2 What you can take

Your "exportable data" is all Customer Content and its metadata, including:

• team memory in the team lane and the private lane, with its edit history and retired memory;
• check-ins and their outcomes, search questions still held in the search log, and gaps;
• the team map, settings text and labels;
• metadata such as who wrote what and when, lanes, versions and links between items;
• data we derive from Customer Content and store, such as embeddings and AI judge findings; and
• hidden memory, on paid plans only (on the Free plan, hidden memory, and its edit history and the data we derive from it, aren't exportable unless a law requires us to provide them).

It doesn't include the following internal data, and this list is complete: (a) our software, including the Client Software's source code; (b) our AI models and model settings; (c) the methods, weights and settings we use to rank, match and check memory; and (d) our security logs, rate-limit counters and internal job queues. Account Data and Usage Data aren't in the self-serve export, but on request we'll include your Space's connection records and read receipts that we still hold, and people can ask for their Personal Information under the Privacy Policy.

15.3 Formats and information

We provide exportable data in a structured, commonly used, machine-readable format (JSON). The "Export formats" section of our Security page describes the formats, data structures and any known limits. The Security page also says where your data is stored and processed, and which country's law applies to the infrastructure we use.

15.4 Exporting it yourself

Admins can export your Space's memory from the dashboard at any time. On the Free plan, this self-serve export leaves out hidden memory and shows how much there is.

Hidden memory is still your Customer Content, and our promises about it still apply. On the Free plan, the only way to get hidden memory back is to upgrade to Premium within 12 months of it becoming hidden. It isn't included in any export, including when you leave KoalaFix or move to another provider, unless a law requires us to provide it. Admins can still delete hidden memory, or the whole Space, at any time without upgrading. If someone makes a legal request about their personal information and it may be in hidden memory, contact us at privacy@koalafix.com and we'll do what the law requires.

15.5 Switching or leaving with our help

If an Admin asks us at support@koalafix.com to help you switch, or to export everything because you're closing your Space or moving to another provider, we'll:

(a) give you all your exportable data, including private-lane memory, within a transition period of up to 30 days from your request;(b) if that isn't technically feasible, tell you within 14 working days, explain why, and propose an alternative period of no more than 7 months;(c) let you extend the transition period once if you need more time;(d) keep the Service running for you during the transition, with the same functions and security, give you, and any provider you authorise, reasonable help with the switch and the information you need for your exit plan, and tell you of any known risk to its continuity; and(e) keep your data available to retrieve for at least 30 days after the transition period ends, then permanently delete all of it, Personal Information or not, on the timeline in "Returning and deleting data" in the DPA.

If you asked us to help you switch away or close your Space, the Terms end for that Space when the switch is complete, or when you tell us you only want your data deleted. We'll confirm to your Admins in writing when the Terms have ended for that Space. Point (e) still applies.

15.6 No switching or exit charges

We don't charge for switching, exporting or leaving. You pay only the normal fees for any paid month in which you keep using the Service.

16 · Warranties and the Australian Consumer Law

In short: we provide the Service with due care and skill, and paid plans will work materially as described; if they don't, tell us, and you keep your other rights, such as ending the Terms for our breach. Otherwise the Service, including AI output, is provided "as is". Your rights under the Australian Consumer Law always apply.

16.1 Our promises

We'll provide the Service with due care and skill, and on a paid plan it will work materially as described in our documentation. If it doesn't, tell us at support@koalafix.com. Your other rights, including under "Ending the Terms" and the Australian Consumer Law, aren't affected.

16.2 Authority

Each of us promises that it has the power and authority to enter into the Terms.

16.3 Otherwise "as is"

Apart from the promises in sections 16.1 and 16.2 and your Non-excludable Rights, and to the extent the law allows, we provide the Service "as is" and "as available", including AI output. We make no other promises or warranties, express or implied, including about merchantability, fitness for a particular purpose or non-infringement, or that the Service will be uninterrupted or error-free, or that team memory, search results, check-ins or other output will be accurate, complete or up to date.

16.4 The Australian Consumer Law

Nothing in the Terms excludes, restricts or changes any right or remedy, or any guarantee, warranty or other term, that the law says can't be excluded, restricted or changed, including the consumer guarantees in the Australian Consumer Law ("Non-excludable Rights").

This paragraph applies where a consumer guarantee applies and the Service isn't of a kind ordinarily acquired for personal, domestic or household use or consumption. If we fail to meet the guarantee, our liability is limited, at our option, to supplying the services again or paying the cost of having them supplied again. We won't rely on this limit where it isn't fair or reasonable to do so.

17 · Liability

In short: neither of us is liable for indirect losses, unless they're caused by a breach of data or security obligations. Each side's total liability is capped at the greater of 12 months' fees or US$100. Fees you owe, your indemnity and Acceptable Use Policy breaches where you acted deliberately or recklessly, fraud and a few other things aren't capped.

17.1 Losses neither of us is liable for

Neither of us is liable to the other for indirect or consequential loss, lost profits or revenue, or the cost of recovering data, however it arises. This doesn't apply to the extent a party's breach of its data protection or security obligations under the Terms (including the DPA) caused the loss.

17.2 Cap on liability

Each of us is liable to the other, in total, for no more than the greater of:

(a) the fees you paid or owed for the Service in the 12 months before the event giving rise to the liability; and(b) US$100.

This cap applies to all claims together, whatever the legal basis (including contract, negligence and statute), and to liability under every document that makes up the Terms, including the DPA. It doesn't limit either party's liability to data subjects under Clause 12 of the EU Standard Contractual Clauses (or their UK or Swiss versions), or any liability that those clauses or the law don't allow to be limited.

17.3 What isn't capped

The cap in section 17.2 doesn't apply to:

(a) your obligation to pay fees;(b) your obligations under section 18.2, to the extent the claim arises from your deliberate or reckless conduct;(c) your deliberate or reckless breach of the Acceptable Use Policy;(d) either party's fraud, wilful misconduct or gross negligence; or(e) liability that the law doesn't allow to be limited.

17.4 Reducing loss

Each of us must take reasonable steps to reduce any loss it suffers. Each party's liability is reduced to the extent the other party, or its people or agents, caused or contributed to the loss.

17.5 Non-excludable Rights

This section 17 is subject to section 16.4.

18 · Indemnities

In short: on the Free and Premium plans, we don't promise to defend you or pay if someone claims the Service infringes their intellectual property; an Enterprise Order Form may include that promise. You'll defend us against claims that content your people or agents chose to put into KoalaFix infringes someone's rights or breaks the law, or that you breached the Acceptable Use Policy or the law.

18.1 Intellectual property claims

On the Free and Premium plans, we don't give an indemnity for third-party claims that the Service infringes someone's intellectual property. An Enterprise Order Form may include one.

18.2 Your indemnity

You'll defend us against any third-party claim to the extent it alleges that Customer Content your people or agents chose to send to or store in the Service infringes someone's rights or breaks the law, or that you, your people or your agents breached the Acceptable Use Policy or the law. You'll pay the damages and costs finally awarded against us, or agreed in a settlement you approve, for that claim. This doesn't apply to the extent the claim is caused by our breach of the Terms or the law.

18.3 How indemnity claims work

The party asking to be defended must tell the other promptly in writing about the claim (a delay only reduces the other party's obligations to the extent it harms the defence), let the other party control the defence and any settlement, and give reasonable help at the other party's cost. The party controlling the defence must not, without the other party's consent, agree to a settlement that admits fault for the other party or puts any obligation on it, other than money the controlling party pays. The other party must not unreasonably refuse that consent. The party being defended may take part with its own lawyers, at its own cost.

19 · Changes to these Terms

In short: if we change the Terms in a way that reduces your rights or increases what you pay, we'll give you 30 days' notice, and Premium customers can cancel and get a pro-rata refund. Before a change to fees, disputes or how we use your content applies, we'll ask an Admin to accept it. Changes never apply to a dispute already notified.

19.1 Why and how we change the Terms

We may change the Terms to reflect changes to the Service, our plans or our Subprocessors, changes in the law or regulators' guidance, or security needs, or to make them clearer. We'll publish each new version with a new version number, an effective date and a summary in the change log. You can ask us for any earlier version at legal@koalafix.com.

19.2 Notice of changes

If a change reduces your rights or increases what you pay, we'll give at least 30 days' notice by email to your Admins and in the dashboard before it applies. Price changes also follow "Price changes" in the Plans & Billing Terms. Changes needed for the law or security, or that only help you, can apply sooner, from the date we say. We'll still tell your Admins, and if such a change reduces your rights, section 19.3 applies.

19.3 If you don't accept a change

If you're on Premium and don't accept a change that reduces your rights or increases what you pay, you can cancel with effect on or before the date it applies, and we'll refund prepaid fees for the rest of that month, pro rata. On the Free plan, you can stop using the Service and delete your Space after exporting your data (section 15). If you keep using the Service after a change applies, the changed Terms apply to you. Before a change to fees, to section 20 or to how we use Customer Content applies to you, we'll ask an Admin to accept it in the dashboard.

19.4 Limits on changes

• A change never applies to a dispute that either of us notified under section 20 before the change.
• We won't use a change to the Terms to expand how we use Customer Content we already hold, unless you opt in.
• Changes to section 20.3 also follow the rules in that section.
• An Order Form changes only by written agreement. If you have one, changes to the Terms that reduce your rights or increase what you pay apply to you from your next renewal under it, unless you agree sooner or the law requires them.

20 · Disputes

In short: tell us first and we'll try to sort it out together. If you're a US customer, disputes go to binding individual arbitration under Delaware law, unless you opt out within 30 days; the same applies to disputes between us and any of your people in the US. Everyone else: Victorian law and the courts of Victoria.

20.1 Talk to us first

If a dispute arises about the Service or the Terms, the party raising it must give the other written notice describing the dispute and the outcome it wants (to legal@koalafix.com for us, or to your Admins and billing contact for you). We must both then try in good faith to resolve it for 30 days before starting proceedings. US customers, and people covered by section 20.3, follow the 60-day process in section 20.3(d) instead. This doesn't stop either of us seeking urgent injunctive relief (for US customers, as section 20.3 allows), or stop you complaining to a regulator.

20.2 Customers outside the United States

If you aren't a US customer, the Terms are governed by the law of Victoria, Australia, and each of us submits to the exclusive jurisdiction of the courts of Victoria and the courts that hear appeals from them. Either of us may seek urgent injunctive relief in any court.

20.3 US customers: arbitration agreement

Please read this carefully. Unless you opt out under point (l), it means disputes are resolved by binding individual arbitration instead of in court, and it waives class actions and jury trials.

(a) Who this applies to. You're a "US customer" if your billing address or principal place of business is in the United States. This section also applies between us and each of your people who is in the United States, for any Dispute between them and us, because each of them agrees to it when they first sign in.

(b) What it covers. Any dispute, claim or controversy between us, or between us and any of your people, arising out of or relating to the Service, the Terms, billing, privacy or our relationship (a "Dispute"), except those in point (e). It governs Disputes under every KoalaFix document and overrides any other dispute clause in them, except disputes under the EU Standard Contractual Clauses or the UK Addendum, which follow "Governing law" in the DPA, and unless an Order Form expressly says otherwise.

(c) Governing law. The US Federal Arbitration Act governs this section 20.3. Otherwise, Delaware law governs the Terms, without regard to its conflict-of-laws rules. Protections under your state's law that can't be waived by contract still apply.

(d) Notice and informal resolution first. Before starting an arbitration or court case, the party with a Dispute must send the other a written notice. The notice gives its name and email address (for you, your organisation's name and an Admin's email address), describes the Dispute and says what relief it wants. Send it to legal@koalafix.com if it's for us, to your Admins and billing contact if it's for you, or to the person's own email address if it's for one of your people. For 60 days after the notice is received, we must both try in good faith to resolve the Dispute, including by a video or phone call if either of us asks. Limitation periods and filing deadlines are paused from when the notice is received until those 60 days end.

(e) Exceptions. Either of us may (i) bring an individual claim in a small-claims court with jurisdiction, as long as it stays there and is pursued individually; or (ii) ask a court for an injunction to stop actual or threatened misuse of intellectual property or Confidential Information, or a threat to the security of the Service.

(f) Rules and arbitrator. The American Arbitration Association ("AAA") administers the arbitration under its Commercial Arbitration Rules (or its Consumer Arbitration Rules, if the AAA decides they apply), as modified by this section. If 25 or more similar demands are filed against, or on behalf of, the same party by the same or coordinated lawyers or organisations, the AAA's Mass Arbitration Supplementary Rules also apply, and each claim's limitation period stays paused until the AAA administers it. The rules are at www.adr.org. There is one arbitrator, the seat of arbitration is Wilmington, Delaware, and hearings are by video unless we both agree otherwise. The arbitrator must give a written, reasoned award, and may award any individual relief a court could, but only in favour of the party seeking it and only as needed for that party's individual claim. Judgment on the award may be entered in any court with jurisdiction.

(g) Fees. Filing, administration and arbitrator fees are paid as the applicable AAA rules provide. If the AAA applies its Consumer Arbitration Rules, we'll pay all fees the AAA requires of us within 30 days after they're due. Each of us pays its own lawyers' fees unless the arbitrator awards them under applicable law.

(h) Individual claims only. Each of us may bring claims against the other only individually, not as a plaintiff or class member in any class, collective or representative proceeding. The arbitrator may not combine different parties' claims (although the AAA may administer similar cases together under its Mass Arbitration Supplementary Rules) or preside over any class, collective or representative proceeding. There is no class arbitration.

(i) If the waiver fails. If a court decides that the law prevents point (h) from being enforced for a particular claim or remedy, that claim or remedy (and only that one) must be severed and decided in court. A claim for public injunctive relief that must be heard in court is stayed until the individual arbitration ends.

(j) Who decides. The arbitrator decides whether a Dispute must be arbitrated, including the scope, validity and enforceability of this section. But a court decides any challenge to points (h) and (i), or to the mass-filing terms in point (f).

(k) Jury waiver. If a Dispute is heard in court for any reason, we both waive any right to a jury trial, to the extent the law allows.

(l) Opting out. You can opt out of arbitration by emailing legal@koalafix.com within 30 days after you first accept the Terms. The email must come from an Admin, or, for a person's own opt-out, from that person, give your organisation's name and Space name, and say you're opting out of arbitration. If you do, points (b) and (d) to (j) don't apply to you, and Disputes are decided in court under point (m); point (k) still applies.

(m) Courts. Any Dispute heard in court under this section, other than in a small-claims court or for an injunction under point (e)(ii), must be brought in the state or federal courts located in Delaware, and each of us submits to their jurisdiction.

(n) Changes to this section. We'll give at least 30 days' notice of any change to this section 20.3. A change never applies to a Dispute notified, or a claim filed, before it takes effect. You can reject a change by emailing legal@koalafix.com before it takes effect, and the version you last accepted will keep applying to you.

(o) Survival. This section 20.3 survives the end of the Terms and the closing of your Space.

20.4 Mandatory local law

Nothing in section 20 takes away rights under mandatory laws that apply to you whatever law the Terms choose, such as the Australian Consumer Law, data protection laws and the EU Data Act.

21 · General

In short: the standard legal terms: transferring the Terms, sanctions, events outside anyone's control, notices and how the Terms fit together.

21.1 Transferring the Terms

Neither of us may transfer (assign) the Terms without the other's written consent, and neither of us may unreasonably refuse that consent. Two transfers need only notice to the other: either of us may transfer the Terms to a successor in a merger, acquisition, restructure or sale of all or most of its business; and we may transfer them to a related company, such as a future parent company in the United States. The new party must agree to be bound by the Terms, including our commitments about Customer Content and the DPA. If we transfer the Terms to a related company, we'll give your Admins at least 30 days' notice, and you may end the Terms before the transfer takes effect and get a pro-rata refund of prepaid fees. A transfer doesn't by itself change where your data is stored; any change follows section 7.3 and the DPA. We may use subcontractors, including Subprocessors, and we remain responsible for them under the Terms.

21.2 Export controls and sanctions

Each of us must comply with the export control and sanctions laws that apply to it, including those of Australia, the United States, the United Kingdom and the European Union. You must not, and must make sure your people don't:

• use the Service from a country or region subject to comprehensive sanctions, or from any other country or region where we tell you we can't offer the Service, to comply with sanctions laws or our providers' terms;
• let anyone on a government list of sanctioned or restricted parties use or benefit from it (for example, the Australian Government's Consolidated List, or the US Specially Designated Nationals and Entity Lists); or
• put export-controlled technical data into it.

We may suspend or end access where these laws require it (sections 13 and 14).

21.3 US Government end users

The Service and the Client Software are commercial products, commercial services and commercial computer software, developed at private expense, as those terms are used in US federal procurement regulations. US Government end users get only the rights in the Terms, which are the rights we give all customers.

21.4 Events outside anyone's control

Neither of us is responsible for a failure or delay caused by an event beyond its reasonable control, such as a natural disaster, epidemic, war, terrorism, civil unrest, government action, or a widespread failure of the internet, power supplies or a major cloud provider. An event isn't beyond a party's reasonable control if reasonable precautions the Terms require (such as our security measures and backups) would have avoided it. The affected party must tell the other promptly and take reasonable steps to reduce the effect. This section doesn't excuse payment obligations.

21.5 Notices

We give you notices by email to your Admins and billing contact, or in the dashboard. You give us notices by email to legal@koalafix.com, or to support@koalafix.com for everyday account, billing and support matters. An email notice is treated as received when it's sent, unless the sender gets a message that it wasn't delivered. You agree to receive notices and other communications about the Service electronically.

21.6 Our relationship

We're independent contractors. The Terms don't create a partnership, joint venture, employment or legal agency relationship, and neither of us can bind the other.

21.7 Severability

If any part of the Terms is invalid or unenforceable, it's limited to the minimum extent needed to make it valid or, if that isn't possible, severed, and the rest of the Terms continue to apply. Section 20.3(i) deals with the class waiver.

21.8 Waiver

If either of us doesn't enforce a right, or delays doing so, that isn't a waiver. A waiver must be in writing.

21.9 Entire agreement

The Terms are the entire agreement between us about the Service and replace any earlier agreement, proposal or representation about it. Terms in your purchase orders or other documents don't apply, even if we accept them, unless an Order Form says they do. Nothing in this section limits liability for fraud or misleading conduct, or your Non-excludable Rights.

21.10 Survival

Section 14.5 says which parts of the Terms continue after they end.

21.11 Electronic acceptance and records

The Terms can be accepted electronically, for example by ticking a box or clicking a button, and that's as binding as signing. We may keep and rely on electronic records of acceptance, notices and transactions. We email the person who accepts the Terms a copy of the version they accepted, and you can ask us for a copy at any time.

21.12 English language

The Terms are written in English. If we provide a translation, the English version applies if they differ.

21.13 No third-party rights

Only you and we have rights under the Terms, except that section 20 also applies between us and each of your people, and people whose information is transferred keep their rights under the SCCs. No one else can enforce them.

22 · Contact

KoalaFix Pty Ltd (ABN 99 696 245 959, ACN 696 245 959), 425 Smith St, Fitzroy VIC 3065, Australia.

• General, billing and account help: support@koalafix.com
• Privacy requests and questions: privacy@koalafix.com
• Security reports and incidents: security@koalafix.com
• Legal notices, illegal-content and copyright reports, arbitration opt-outs: legal@koalafix.com

Appeals against a suspension or a content removal also go to legal@koalafix.com.

Our single point of contact under the EU Digital Services Act, for authorities and for users of the Service, is legal@koalafix.com. You can write to us in English. We have not appointed a legal representative in the EU under that Act.

23 · Change log