Blufire Subscription Terms

1. Definitions

1.1 In these terms:

• ACL means the Australian Consumer Law in Schedule 2 to the Competition and Consumer Act 2010 (Cth).
• Advisory Services means any analyst session, report, finding or recommendation provided under clause 7.
• Blufire means Blufire Pty Ltd (ACN 665 545 282) and, where the context permits, the Platform.
• Client means the entity that subscribes to the Platform.
• Client Data means data drawn from a Connected Account, data the Client uploads, and data derived from either for the Client.
• Connected Account means a third-party account the Client authorises Blufire to access, including Shopify, Klaviyo, Google Ads, Google Analytics, Meta and TikTok.
• Fees means the subscription fees for the Client’s plan as published on Blufire’s Shopify App Store listing.
• Outputs means the figures, metrics, findings, rankings, segments, forecasts, reports and recommendations produced by the Platform.
• Platform means the Blufire software-as-a-service application, including the Shopify application, the web application and the Outputs.
• Published Guarantee means the guarantee published at blufire.com.au/legal/guarantee, as provided for in clause 5.

1.2 Headings are for convenience and do not affect interpretation. The singular includes the plural. “Including” and similar expressions are not words of limitation.

2. Acceptance and term

2.1 The Client accepts these terms by installing the Platform, subscribing to a plan, or continuing to use the Platform after being notified of a variation under clause 21. No signature and no separate service schedule is required.

2.2 A person who accepts these terms on behalf of a business warrants that they are authorised to bind that business, and “Client” means that business.

2.3 This Agreement commences on the date the Client’s subscription begins and continues until cancelled or terminated under clause 20.

2.4 Blufire records the version of these terms and of the Published Guarantee in force on the date the Client’s subscription begins.

3. Licence and permitted use

3.1 Blufire grants the Client a non-exclusive, non-transferable, revocable right to access and use the Platform during the subscription for the Client’s own internal business purposes.

3.2 The Platform is a management and marketing analysis tool. It is not an accounting system, a book of account, a bookkeeping, audit or tax service, or a financial product, and it does not replace the Client’s accounting records or professional advisers.

3.3 The Client must not use the Outputs as the basis for a statutory financial report, a tax return or lodgement, or a representation to a regulator, lender or investor, without independently verifying the underlying figures against its own records.

4. Plans, fees and payment

4.1 Plans are priced by revenue band, determined by the Client’s trailing twelve-month revenue. The Client selects its plan on installation. All plans include the same features and differ by revenue band only.

4.2 If the Client’s trailing twelve-month revenue exceeds the ceiling of its plan, Blufire may require the Client to move to the plan corresponding to its revenue. Blufire will give the Client written notice and a reasonable period to do so before restricting access, and will not change the Client’s plan without its instruction. Blufire will not restrict access on the ground that the Client is on a larger plan than its revenue requires.

4.3 No free trial applies. Fees are payable from the first day of the subscription.

4.4 Fees are billed to the Client by Shopify under Shopify’s billing arrangements. Blufire does not invoice separately. Shopify controls charging, renewal and cancellation of the subscription.

4.5 Fees are stated in the currency shown on the Shopify App Store listing and are exclusive of GST, which is payable in addition at the prevailing rate where it applies.

4.6 Blufire may vary its Fees on not less than thirty (30) days’ written notice. A variation does not apply to a billing period already paid for. If the Client does not accept the variation it may cancel under clause 20.

4.7 Except under the Published Guarantee, or where the ACL requires otherwise, Fees are not refundable and are not pro-rated for a part-used billing period.

5. Published Guarantee

5.1 Blufire publishes a guarantee at blufire.com.au/legal/guarantee, which forms part of this Agreement.

5.2 The version applying to the Client is the version published on the date the Client’s subscription commenced. Blufire may publish a further version at any time. A further version applies only to subscriptions commencing on or after the date of its publication and does not vary the version already applying to the Client. Superseded versions remain published.

5.3 The Published Guarantee sets out what Blufire will deliver, the period within which it will be delivered, the standard it must meet, the Client’s obligations, the remedies available and the manner of claiming.

5.4 The Published Guarantee is not conditional on the Client implementing any recommendation, on the outcome of anything implemented, on the performance of any third party engaged by the Client, or on the speed at which the Client or its agents act.

5.5 Where Blufire accepts a claim, it will refund by reversal of the original charge where available, and otherwise by electronic funds transfer to an account nominated by the Client, within thirty (30) days, in the currency charged. Blufire will issue an adjustment note for GST where applicable.

5.6 Where Blufire suspends or restricts the Client’s access during a guarantee period, that period is extended by the duration of the restriction.

5.7 The Published Guarantee is offered in addition to, and does not limit, the Client’s rights under clause 15.

5.8 The Client may claim under the Published Guarantee once only in respect of a subscription.

5.9 If the Client cancels or terminates its subscription before the end of the guarantee period, the programme ends, no deliverable is produced, and the Published Guarantee does not apply.

5.10 If Blufire fails to deliver the deliverable within the guarantee period, for any reason other than the Client’s failure to meet its obligations under the Published Guarantee, the Client is entitled to a refund calculated under clause 5.14, without assessment of value.

5.11 A claim is made by written notice to info@blufire.com.au. Blufire will assess the claim and notify the Client of its determination within ten (10) business days.

5.12 A refund under the Published Guarantee does not end the Client’s subscription. The Client’s access to the Platform continues on the same terms, and the Client may continue its subscription or cancel it under clause 20. The Client retains the deliverable and any materials already provided to it.

5.13 Where the Client has not connected a Shopify store within fourteen (14) days of the subscription commencing, the guarantee period commences on the fifteenth day.

5.14 A refund under the Published Guarantee is limited to the Fees paid by the Client in respect of the guarantee period. Where the Client has paid in advance for a period longer than the guarantee period, the refund is the proportion of those Fees attributable to the guarantee period, the balance of the period paid for is unaffected, and the subscription continues on the same terms.

6. Connected accounts

6.1 The Client connects its own third-party accounts by authorising access. The Client warrants that it owns or is authorised to connect each Connected Account.

6.2 The Client authorises Blufire to access and process data from, and to act on, each Connected Account solely to provide the features the Client uses and only on the Client’s instructions.

6.3 Where the Client enables activation features, the Platform creates or updates audiences, lists, templates or campaigns in a Connected Account on the Client’s instruction. Blufire does not send marketing, incur advertising spend, or alter a Connected Account except as directed by the Client through the Platform.

6.4 Third-party platforms may change, restrict or withdraw access to their data or interfaces without notice. Blufire is not liable for any resulting loss of functionality, and clause 11 applies.

7. Advisory services

7.1 Where the Client’s plan includes analyst sessions, Blufire reviews the Client’s data and provides commercial recommendations concerning its marketing, pricing, discounting, retention and inventory.

7.2 The Advisory Services constitute commercial opinion based on the data available to Blufire at the time. They do not constitute accounting, audit, bookkeeping, taxation, legal, insurance or financial product advice, and are not a substitute for advice from the Client’s own professional advisers. The Client must obtain such advice before acting where a decision carries accounting, taxation, legal or regulatory consequences.

7.3 The Client is solely responsible for its own business decisions, for the implementation of any recommendation it elects to adopt, and for the commercial results. Blufire does not act as the Client’s agent, and nothing in this Agreement creates a fiduciary relationship, partnership, joint venture or employment relationship between the parties.

7.4 A recommendation is not a representation, forecast or warranty as to any outcome. Any dollar figure attached to a recommendation is an estimate of opportunity calculated in accordance with clause 8.

7.5 The Advisory Services depend on the completeness and accuracy of information supplied by the Client, including its cost inputs. Blufire is not liable for a recommendation that is affected by information that was inaccurate, incomplete or out of date when supplied.

7.6 Blufire will provide the Advisory Services with due care and skill. Clauses 15, 16 and 17 apply to Blufire’s liability in connection with them.

8. Outputs, estimates and reliance

8.1 Outputs are derived from Client Data and from data supplied by Connected Accounts. Their accuracy depends on the accuracy and completeness of that data, including cost inputs supplied by the Client such as cost of goods, freight, duty, shipping, fees and returns. Where a cost input is missing, the Platform identifies the gap rather than substituting an assumed value, and Outputs affected by the gap are qualified accordingly.

8.2 Where Blufire describes an Output as reconciled or tied out, it means that the Output has been checked against the Client’s source records for the relevant period and that any variance identified has been disclosed to the Client in the Platform. Reconciliation is performed on the data available in the Connected Accounts at the time and does not constitute an audit, an assurance engagement, or a warranty that the Client’s own records are correct.

8.3 Certain Outputs are calculated and others are estimated or modelled. The Platform identifies which. An estimated Output is an estimate of an opportunity or exposure only. It is not a measurement of profit realised by the Client and not a forecast of profit the Client will realise.

8.4 Where the Platform measures the effect of an activation against a randomly held-back control group, it reports a result only where the measurement is sufficiently powered to be reliable, and otherwise reports that no reliable result is available. Blufire does not warrant that any measured result will be positive or that any measurement will attain statistical significance.

8.5 Data supplied by a third-party platform is provided as received. Blufire does not warrant that it is accurate, complete, or consistent with that platform’s own reporting.

8.6 Clauses 3.2 and 3.3 apply to all Outputs.

9. Client data, privacy and security

9.1 As between the parties, the Client owns Client Data, including data derived for the Client. The Client grants Blufire the rights necessary to host, process, transmit and display Client Data to provide the Platform and the Advisory Services and to comply with the law.

9.2 Blufire does not sell Client Data, does not use Client Data to train general-purpose artificial intelligence models, and does not disclose Client Data to another customer.

9.3 Blufire may create and use aggregated, de-identified statistics that cannot reasonably identify the Client, its business or any individual, to operate, secure and improve the Platform and to produce industry benchmarks.

9.4 Blufire will comply with the Privacy Act 1988 (Cth) and any other applicable privacy laws in handling personal information, in accordance with its Privacy Policy. The Client agrees to comply with the Privacy Act 1988 (Cth) in its handling of any personal data, and is responsible for obtaining all consents required for the data it connects or uploads and for the audiences and messages it creates.

9.5 Blufire maintains administrative, technical and physical safeguards appropriate to the data it holds, including isolation of each customer’s data, encryption in transit and access controls. The Client is responsible for the security of its own credentials and for the persons to whom it grants access.

9.6 Blufire engages third-party providers to host and operate the Platform, and will give reasonable notice before engaging an additional provider that processes personal information.

9.7 On termination the Client may request export of Client Data within thirty (30) days, after which Blufire will delete or de-identify it in accordance with the Privacy Policy. See also Data deletion.

10. Acceptable use and suspension

10.1 The Client must not:

• use the Platform unlawfully, or to send unlawful marketing;
• upload or connect data it has no right to supply;
• attempt to access another customer’s data or workspace;
• copy, reverse engineer, or attempt to derive the source code, models or methods underlying the Platform, except to the extent the law permits;
• resell, sublicense or supply the Platform to a third party as a service, except under a partner arrangement agreed in writing; or
• use automated means to extract data from the Platform at a scale that degrades its operation for others.

10.2 Blufire may suspend the Client’s access, in whole or in part, where it reasonably believes suspension is necessary because the Client’s use is unlawful, poses a security risk, breaches clause 10.1, or threatens the operation of the Platform for other customers. Blufire will notify the Client in advance where practicable, limit the suspension to what is necessary, and restore access once the cause is resolved.

10.3 Blufire will not suspend access for non-payment; clause 4.4 applies.

11. Availability and changes to the Platform

11.1 Blufire will use reasonable efforts to keep the Platform available but does not warrant uninterrupted or error-free operation.

11.2 Blufire may change, add to or remove features. Blufire will give not less than thirty (30) days’ notice of a change that materially reduces the core functionality subscribed to, and the Client may cancel under clause 20 if it does not accept the change.

11.3 Features identified as beta, preview or experimental are provided as they are, may be changed or withdrawn at any time, and are excluded from clause 11.2.

11.4 Force Majeure: Neither party will be liable for any delay or failure to perform its obligations under this Agreement if caused by an event beyond its reasonable control, including but not limited to acts of God, war, terrorism, pandemics, natural disasters, strikes, government restrictions, platform outages, or suspension of services by third-party providers. The affected party must notify the other as soon as practicable and use reasonable efforts to resume performance.

12. Intellectual property

12.1 Blufire retains ownership of the Platform and of all pre-existing tools, templates, models, detection methods, benchmarks, documentation and systems, including any modifications or derivative works, unless expressly transferred in writing. Nothing in this Agreement transfers any of them to the Client.

12.2 Reports and materials delivered to the Client may be used by the Client for its own internal business purposes. They may not be republished, resold or distributed to a third party without Blufire’s prior written consent.

12.3 Where the Client provides feedback or suggestions, Blufire may use them without obligation or payment, and will not identify the Client as the source without consent.

12.4 Blufire will not use the Client’s name, logo or a description of its business in portfolios, case studies or marketing materials without the Client’s written consent, which the Client may withdraw at any time in respect of future use.

13. Confidentiality

13.1 Each party ("Receiving Party") must treat as confidential and safeguard all information, documents, materials, and ideas relating to the other party ("Disclosing Party"), its operations, finances, and products, which are disclosed to the Receiving Party and either marked as confidential or would reasonably be understood to be confidential ("Confidential Information").

13.2 Confidential Information does not include information that: (a) is in the public domain (other than due to a breach of this Agreement); (b) is required to be disclosed by law or court order; (c) is received from a third party without any obligation of confidentiality; (d) was already known to the Receiving Party; or (e) is independently developed by the Receiving Party without reference to the Confidential Information.

13.3 If the Receiving Party is required by law to disclose Confidential Information, it must, where legally permitted, notify the Disclosing Party and give them a reasonable opportunity to seek a confidentiality order.

13.4 The Receiving Party must ensure that its employees, contractors, and agents comply with these confidentiality obligations.

13.5 This obligation survives the termination of this Agreement.

14. Warranties and disclaimers

14.1 Blufire warrants that it will provide the Platform and the Advisory Services with due care and skill and that the Platform will perform substantially in accordance with its documentation.

14.2 Subject to clause 15, and to the maximum extent permitted by law, Blufire gives no other warranty, and does not warrant or guarantee any specific outcome, including any increase in revenue, margin, profit, traffic or sales, or that the Platform will be uninterrupted, error-free, or fit for a purpose not disclosed to it.

14.3 The Client warrants that it is entitled to connect the accounts and supply the data it provides, and that its use of the Platform complies with all applicable laws and with the terms of each connected platform.

15. Australian Consumer Law

15.1 Blufire’s goods and services come with guarantees that cannot be excluded under the ACL. Nothing in this Agreement excludes, restricts or modifies any right or remedy the Client has under the ACL or any other law to the extent that it cannot lawfully be excluded, restricted or modified.

15.2 Where a provision of this Agreement would otherwise exclude, restrict or modify such a right or remedy, that provision does not apply to that extent.

15.3 The Platform and the Advisory Services are not of a kind ordinarily acquired for personal, domestic or household use or consumption. To the maximum extent permitted by section 64A of the ACL, Blufire’s liability for failure to comply with a consumer guarantee in relation to them is limited, at Blufire’s election, to:

• supplying the services again; or
• payment of the cost of having the services supplied again.

15.4 Clause 15.3 does not apply where it would not be fair or reasonable for Blufire to rely on it.

16. Limitation of liability

16.1 This clause is subject to clause 15.

16.2 Blufire is not liable for any loss or damage arising from the Client’s use of, or reliance on, the Platform, the Outputs or the Advisory Services, except to the extent that loss is caused by Blufire’s breach of this Agreement, and except as required by law.

16.3 Blufire’s total liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence), under statute or otherwise, is limited in aggregate to the Fees paid by the Client in the twelve (12) months preceding the event giving rise to the liability. This subclause survives termination or completion of the Agreement.

16.4 Clauses 16.2 and 16.3 do not apply to the Client’s obligation to pay Fees, to a breach of clause 13, or to liability that cannot be limited by law.

16.5 Each party’s liability is reduced to the extent that the other party’s act or omission caused or contributed to the loss.

17. Exclusion of consequential loss

17.1 Despite any other provision of this Agreement, and subject to clause 15, neither party will be liable to the other party for any indirect, incidental, special, or consequential loss, damage, liability, claims, cost, injury, demand, penalty, or expenses, including loss of profits, loss of revenue, loss of anticipated savings, loss of business opportunity, loss of business, business interruption, or loss or corruption of data. This subclause survives termination or completion of the Agreement.

18. Indemnity

18.1 The Client indemnifies Blufire against any loss, damage, cost or expense arising from a third-party claim in connection with: (a) data the Client connected or supplied which it was not entitled to supply; (b) the Client’s use of the Platform in breach of clause 10.1 or in breach of the terms of a connected platform; or (c) the Client’s instructions or content.

18.2 Blufire indemnifies the Client against any loss arising from a third-party claim that the Platform infringes that party’s intellectual property rights, provided the Client notifies Blufire promptly, permits Blufire to conduct the defence, and provides reasonable assistance.

18.3 An indemnity under this clause is reduced to the extent that the indemnified party caused or contributed to the loss.

19. Compliance with platform terms

19.1 The Client must comply with all applicable platform terms, guidelines and policies, including but not limited to those of Shopify, Google, Google Ads, Meta, TikTok and Klaviyo, including any audience, customer-data and consent requirements.

19.2 Blufire will not be liable for any account suspensions, restrictions, or penalties arising from the Client’s failure to comply with such terms.

20. Cancellation and termination

20.1 The Client may cancel at any time through Shopify or by uninstalling the Platform. No notice period applies and no cancellation or early-termination fee is payable.

20.2 Access continues to the end of the billing period paid for. Clause 4.7 applies.

20.3 Either party may terminate this Agreement for a material breach that the other has not remedied within thirty (30) days of written notice specifying the breach.

20.4 Blufire may terminate on sixty (60) days’ written notice if it discontinues the Platform, and will refund Fees paid in respect of any period after the termination date.

20.5 On termination the Client’s right to use the Platform ends and clause 9.7 applies.

21. Variation of these terms

21.1 Blufire may vary these terms on not less than thirty (30) days’ written notice of a material variation, given by email or through the Platform.

21.2 If the Client does not accept a material variation it may cancel under clause 20 before the variation takes effect, and Blufire will refund Fees paid in respect of any period after cancellation.

21.3 Continued use of the Platform after a variation takes effect constitutes acceptance of it.

21.4 A variation of these terms does not vary the Published Guarantee already applying to the Client under clause 5.2.

22. Dispute resolution

22.1 If a dispute arises under or in connection with this Agreement, the parties must first attempt to resolve it through good faith negotiations.

22.2 If the dispute is not resolved within twenty-one (21) days, either party may refer it to mediation administered by the Resolution Institute (Australia) or a similar body agreed by the parties.

22.3 Each party must bear its own costs in relation to the mediation. Litigation or arbitration may only be commenced if the dispute is not resolved through mediation, save that either party may seek urgent interlocutory relief at any time.

23. General

23.1 This Agreement, together with the Published Guarantee and the Privacy Policy, constitutes the entire agreement between the parties in respect of the Platform and supersedes all prior agreements and representations.

23.2 Blufire may engage subcontractors or third-party service providers to perform any part of the services under this Agreement. Blufire remains responsible for the delivery and quality of those services and will ensure that any subcontractor is bound by obligations consistent with this Agreement.

23.3 The Client may not assign this Agreement without Blufire’s consent, which will not be unreasonably withheld. Blufire may assign it to a related body corporate or to a purchaser of its business on notice to the Client.

23.4 Notices to the Client are given to the email address on its account. Notices to Blufire are given to info@blufire.com.au. Email communications are deemed received on the next business day after sending, unless the sender receives an automated failure notification.

23.5 If any provision of this Agreement is or becomes unenforceable, it is severed and the remaining provisions continue in force.

23.6 A failure or delay in exercising a right under this Agreement is not a waiver of that right.

24. Governing law and jurisdiction

24.1 This Agreement is governed by the laws of Victoria, Australia.

24.2 Each party submits to the non-exclusive jurisdiction of the courts of Victoria and of the courts competent to hear appeals from them.

25. Survival

25.1 The following provisions survive termination or expiry of this Agreement: clause 4 (Plans, fees and payment) in respect of any amounts owed; clause 8 (Outputs, estimates and reliance); clause 9 (Client data, privacy and security); clause 12 (Intellectual property); clause 13 (Confidentiality); clause 14 (Warranties and disclaimers); clause 15 (Australian Consumer Law); clause 16 (Limitation of liability); clause 17 (Exclusion of consequential loss); clause 18 (Indemnity); clause 19 (Compliance with platform terms); clause 22 (Dispute resolution); clause 24 (Governing law and jurisdiction); and this clause 25.

Contact

Blufire Pty Ltd, ACN 665 545 282, ABN 14 665 545 282.

Unit 2, 8 Bromham Place, Richmond, Victoria 3121. Registered office: Glen Iris, Victoria 3146.

info@blufire.com.au