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Terms of Use

(Last modified 15 September 2025)

1. Introduction and Definitions

Welcome to the Ignition Website and Services. We are confident that you will find our Services useful. These Terms of Use (the “TOU”) govern your use of the Website and Services. The TOU cover several different situations, so please refer to the following definitions for clarification:

“Client” refers to a client of a “User” of the Services. An “Active Client” is a Client who has accepted a Proposal or agreed to be billed through the Services, and may be making a payment of “Professional Services Fees” to a User via the Services.

“Confidential Information” means information a party designates as confidential or would reasonably be considered as confidential under the circumstances. Confidential Information excludes information that: (a) is or becomes publicly available through no fault of the recipient, (b) is received from a third-party without a duty of confidentiality, (c) is independently developed by the receiving party without breaching these TOU, or (d) is rightfully known or lawfully in the possession of the receiving party prior to disclosure from the other party.

“Ignition” is the trading name of Practice Ignition Pty Ltd, a proprietary limited company headquartered in Australia at the address listed below. Where the present TOU refer to “Ignition”, they may refer to Practice Ignition Pty Ltd and its subsidiaries and affiliates, and/or their respective shareholders, officers, directors, employees, agents, partners, principals, representatives, successors and assigns (collectively “Representatives”), depending on the context. Any reference to “we”, “our”, or “us” in these TOU refers to Ignition.

"Fees” means the fees for provision of the Services as described on the Ignition Website or otherwise set out in our Portal, including but not limited to Subscription Fees, Additional Client Fees, Payment Processing Fees (as applicable).

"Payment Processing Fees” means the service fee for the processing of payments as described on the Ignition Website or otherwise set out in your Portal.

“Portal” means that part of our Website or any software application that sets out terms specific to the Services that we provide you, including details of any Fees.

“Proposal” refers to a proposal for accounting or other professional services (“Professional Services”) that a Logged-in User has created through the Services to send to a Client.

“Professional Services Fees” means Fees for one-off or recurring services made via the Services.

“Services” refers to the software services accessed through the Website that Ignition has developed and/or licensed that allow you to create Proposals, send invoices to Clients, receive payments from Clients, and perform various related functionalities. You may purchase a “Subscription” to use the Services.

“User” refers to the individual who has created an account to use the Services for their own benefit and/or on behalf of a company, partnership, association or other legal entity (a “Legal Entity”). When a User has created an account to use the Services and is logged in, they may be referred to in these TOU as a “Logged-in User”. The Legal Entity that the User is representing may be referred to in these TOU as a “Professional Services Provider”.

“Website” means the website located at https://www.ignitionapp.com which is owned and operated by Ignition, and includes all subdomains and subpages, present and future. Without limiting the generality of the foregoing, Website includes the subdomain https://go.ignitionapp.com where the Services are accessed by a Logged-in User.

Please note that in these TOU, anyone (including but not limited to Users and Clients) interacting with the Website or Services may be referred to as “you” and “your”.

Additional definitions shall be provided throughout these TOU, but they will be recognizable as they will be capitalized, bolded and in quotation marks. The definitions found in these TOU shall also apply to our Privacy Policy.

2. Acceptance and Modifications

By interacting with the Services in any way including but not limited to: (i) clicking or tapping the acceptance button upon signing up for an account or a Subscription; or (ii) accepting a Proposal or making a payment through the Services if you are a Client, you hereby accept to be bound by the TOU without any reservations, modifications, additions or deletions. If you do not agree to all the provisions contained in the TOU, you are not authorized to use the Services. The TOU are a legal and binding agreement between you and us.

If you are using the Services and accepting or agreeing to these TOU on behalf of a Legal Entity, you represent and warrant that you have the necessary rights, permissions, and authority to bind that Legal Entity to these TOU and, in such event, "you" and "your" refer and apply to that Legal Entity, as applicable. If you do not have the legal authority to bind such Legal Entity to these TOU, you must not accept these TOU or access or use the Services.

Ignition reserves the right, at any time, to modify or replace any of these TOU. Any changes to the TOU can be found on our Website. We may also provide notice by other reasonable means, such as by sending a notice to the primary email address specified in your account, by posting a prominent notice when you log in to the Services for the first time following those changes, or by posting a prominent notice in the Services. If we make a change that materially affects your rights or obligations under these TOU, we will provide at least fourteen (14) days’ prior written notice. If you do not agree to a material change, you may stop using the Services and terminate your use of the Services before the effective date. If you do not respond or cancel within the fourteen (14)-day period, your continued use of the Services after the effective date will be deemed acceptance of the revised TOU.

3. Contacting Us

If you have any questions about these TOU, please contact us at:

Ignition Legal Services
legal@ignitionapp.com

or:

Ignition Legal Services
Practice Ignition Pty Ltd 
Level 7, 54-66 Wentworth Ave
Surry Hills
NSW 2010
Australia

If you have any questions regarding the Services, please contact us at support@ignitionapp.com or visit the support portal at https://support.ignitionapp.com when you are a Logged-in User (which you can also find within your dashboard when you are logged in).

4. Services and Data Protection

Details of the Services, including all features and integrations in any offering that forms part of the Services, are set out on the Ignition Website or via the Portal. Ignition reserves the right to upgrade, modify or remove any of its Services from time to time as it, acting reasonably, deems necessary or useful to comply with applicable law or to maintain or enhance the quality, functionality, performance, reliability or efficiency of the Services. Ignition may create a new release or version of any Services or replace any offering that forms part of the Services with an alternative offering, including updates, enhancements, extensions or replacements of the functionality of such Services. Any material upgrades or changes to Services will be notified to you from time to time and will come into effect in accordance with the date set out on that notice.

You must use the Website and Services in compliance with, and only as permitted by applicable law.

Privacy

In the course of using the Website and Services, you may transfer to us personal data. Our Privacy Policy describes how we collect, use, store, share, and protect personal data, and explains the rights you have in relation to your data. You are responsible for collecting any necessary consents, providing any necessary notice and doing all such other things as are required under applicable laws in order for you to disclose personal data to us, and for us to process that personal data for the purposes of these TOU.

If you transfer Personal Data of your Clients to Ignition to process on your behalf (with "process" and "Personal Data" as defined herein or in the Data Processing Agreement available at https://trust.ignitionapp.com ("DPA"), and you are subject to the General Data Protection Regulation ((EU) 2016/679) ("EU GDPR") or the EU GDPR to the extent that it forms part of the law of the United Kingdom, under Section 3 of the European Union (Withdrawal Act) 2018 ("UK GDPR") because: (i) you have an establishment in the EU or the UK; (ii) you offer goods or services to data subjects in the EU or the UK; or (iii) you monitor the behavior of data subjects as far as their behavior takes place within the EU or the UK; then the terms of the DPA shall govern such processing and are hereby incorporated into these TOU.

Security

Without limiting the Disclaimer of Warranties in clause 15 and your obligations under clause 6, we will maintain commercially reasonable technical, organizational, and administrative systems, policies, and procedures to help ensure the security, integrity, and confidentiality of personal data and to mitigate the risk of unauthorized access to or use of personal data.  To that end, we are SOC 2 Type 2 certified. However, no security measures are entirely perfect or impenetrable, and we are not responsible for any unauthorized circumvention of privacy settings or security measures under your control.

Confidentiality

These TOU supersede any prior non-disclosure agreement between the parties with respect to your Subscriptions. The receiving party will use the disclosing party’s Confidential Information only in connection with the Services and protect the disclosing party’s Confidential Information by using the same degree of care used to protect its own Confidential Information, but not less than a reasonable degree of care. The receiving party will limit disclosure of the disclosing party’s Confidential Information to its affiliates, employees, directors, contractors, agents, and professional advisers who need to know it and who have agreed in writing to keep it confidential. The receiving party will not disclose the disclosing party’s Confidential Information to any third-party without the disclosing party's consent, except where required to comply with applicable law or a compulsory legal order or process, provided that the receiving party will, if legally permitted, promptly notify the disclosing party.

5. General Code of Conduct for Use of the Website and Services

In addition to the more specific rules found elsewhere in these TOU, you agree that by interacting with the Website or Services in any way, you will:

  1. Not use the Website or Services in any manner that violates these TOU or any other applicable policy posted on the Website or in the Services by Ignition;
  2. Not use the Website or Services in any manner that violates any Intellectual Property Rights of Ignition or any third-party;
  3. Not use the Website or Services in any manner to propagate spam, including but not limited to unsolicited advertising or bulk electronic mail or messages, including to link to a spam or phishing website;
  4. Not use the Website or Services in any manner to propagate software viruses, Trojan horses, worms, or any other malicious or benign computer code, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper functioning of any software, hardware, or telecommunications equipment in any form whether belonging to Ignition or a third-party, or to damage or obtain unauthorized access to any system, data, password or other information (whether personal data or not) of Ignition, other Services Users, or any other third-party;
  5. Not: (1) take any action that imposes or may impose (as determined by Ignition in its sole discretion) an unreasonable or disproportionately large load on Ignition’s (or its third-party providers’) infrastructure; (2) interfere or attempt to interfere with the proper functioning of the Website or Services or any activities conducted on or via the Website or Services; (3) bypass any measures Ignition may use to prevent or restrict access to the Services or any element thereof; (4) use manual or automated software, devices, or other processes to “crawl” or “spider” any page or portion of the Website or Services; or (5) harvest or scrape any content from the Website or Services in an unreasonable manner;
  6. Not take any action or use any process that removes, modifies, disables, blocks, obscures or otherwise impairs any advertising or other promotions in connection with the Website or Services;
  7. Not use the Website or Services to collect information (whether personal information or not) of any third-party or in violation of our Privacy Policy, except as permitted by the nature and function of the Website or Services;
  8. Not use the Website or Services to advertise or promote products or services that are not expressly approved in advance in writing by Ignition, or as otherwise permitted by the nature of the Services;
  9. Not interfere with any third-party’s use or enjoyment of the Website or Services;
  10. Not do anything or encourage conduct that would constitute a criminal offense or give rise to civil liability, or in any way unlawful, illegal, fraudulent or harmful to any third-party;
  11. Not attempt to do any of the foregoing prohibitions; and
  12. Use the Website and Services in good faith, and in compliance with all applicable local, state or provincial, national, and international laws.

6. Free Trials; Accounts and Passwords

a. Free Trial

You may begin your use of the Services with a free trial. Subject to clause 7, the free trial period of your account lasts up to fourteen (14) days, or as otherwise agreed in writing by Ignition during sign up (the “Free Trial Period”). Free trials are for new Users only. Ignition reserves the right, in its absolute discretion, to determine your free trial eligibility.

If you wish to continue to use the Services following your Free Trial Period, you will be required to pay the Subscription Fees, as more fully described in the next clause of these TOU.

b. Age Requirements

In order to create an account on the Services, you affirm that you are at least eighteen (18) years of age or over, or the age of majority in the jurisdiction in which you reside and from which you access the Services where the age of majority is greater than eighteen (18) years.

c. Accounts and Passwords

In order to be able to use the Services, you will be required to create an account. Accounts are available to anyone who provides the requisite information, subject to the restrictions and conditions as outlined elsewhere in these TOU.

As part of the account registration, you will be asked to choose a password. It is your responsibility to create a password of sufficient strength that cannot easily be discovered by third parties. You must ensure your password is unique and not reused across other online services. You should not share your account and/or password details with another individual; You are solely responsible for (i) maintaining the confidentiality and security of your password, (ii) for using commercially reasonable measures to prevent unauthorized access to or use of your account (including using all available security functionality and setting appropriate user permissions and controls) and (iii) for all activities that occur under your account, whether by you or any third-party. You agree to immediately notify us of any unauthorized use of your account or any other breach of security regarding your account.

If you are a Logged-in User, it is strongly recommended to log out of your account at the end of every session, and not to leave a logged-in account unattended for any period of time. Ignition and its Representatives will not be held liable for any losses or damages, direct or indirect, pecuniary or non-pecuniary, resulting from your failure to log out at the end of the session, an unattended logged-in session, failure to take commercially reasonable measures to prevent unauthorized access to or use of your account, or any unauthorized third-party using the Services with your Account Information and accessing your account through any means, and Ignition disclaims any responsibility in this regard.

Ignition reserves the right to suspend or terminate your account and our agreement, for the reasons set out in clause 14.

d. Account Information 

The information required to create an account to begin using the Services includes the following: email address, full name, company or Legal Entity, phone number and location (country). This information submitted as part of the sign up process may be referred to in the present TOU as “Account Information”.

By submitting Account Information, you represent and warrant that the Account Information is true and accurate to the best of your knowledge. Submitting false or misleading Account Information may result in you being suspended or permanently banned from using the Services, at our sole reasonable discretion. Ignition reserves the right to verify your submitted Account Information for any reason.

Ignition reserves the right to verify your submitted Account Information, and retains absolute discretion to refuse to approve your account for any reason, including but not limited to believing that you have submitted false or misleading Account Information.

Without limiting the generality of the Disclaimer of Warranties in clause 15 and to the maximum extent permitted by applicable law, Ignition and/or its Representatives shall not be responsible for any losses or damages, pecuniary or otherwise, to you resulting from Ignition’s refusal to approve your account, and Ignition disclaims any responsibility in this regard.

e. Additional Users

As a Logged-in User using the Services on behalf of a Legal Entity, you are able to add additional Users to your account or Subscription. You acknowledge and agree that you are solely responsible for the use of the Services by these additional Users through your account or Subscription, and are responsible for any violations of these TOU by those additional Users.

7. Subscriptions, Active Clients and Payment Processing

a. Payment of Subscription Fees and Automatic Renewal; Canceling your Subscription

The amount of the monthly Subscription Fees for each plan level are available on the Ignition Website or via the Portal and will be displayed and charged in the following currencies: Australian Dollars for accounts in Australia, Pounds Sterling for accounts in the UK, Canadian Dollars for accounts in Canada, and U.S. Dollars for all other locations. Your currency may be converted to other currencies upon payment depending on your location and/or payment card agreement. By signing up for a Subscription you agree to pay the Subscription Fees presented to you upon signing up, plus any applicable taxes.

You will be charged the Subscription Fees on the date you sign up for a Subscription to the Services (the “Initial Billing Date”) and the Free Trial Period (if any) will immediately lapse on the Initial Billing Date. The Subscription Fees will then be charged on the monthly or yearly anniversary of the Initial Billing Date, as applicable depending on which option you have chosen. The payment period of your Subscription, whether a month or a year, is referred to in these TOU as a “Billing Period”.

Your Subscription automatically renews at the end of every Billing Period. If you wish to cancel your Subscription and avoid paying the Subscription Fees for the next Billing Period, you must do so prior to the end of the current Billing Period, no later than 24 hours prior to the end of the Billing Period, so that your payment card will not be charged again. You can cancel your Subscription and avoid paying the Subscription Fees for the next Billing Period by accessing the Subscription information section in your dashboard when you are a Logged-in User, or by emailing help@ignitionapp.com.

If you cancel your Subscription prior to the end of the Billing Period, you are not entitled to any refund of any Subscription Fees already paid for that Billing Period, prorated or otherwise.

b. Billing Information and Your Subscription

In order to pay your Subscription Fees through the Services, you will be required to enter your first name, last name, email, phone number, billing address, payment card number, payment card expiry date, and card security code (CVC). This may be referred to in these TOU as “Billing Information”. Acceptable payment methods for all Fees include payment card (credit or debit), bank debit (where available), and any other methods as may be made available through the Services from time to time.

All payments are made using a secure https:// connection, and payment processing is handled through our “Third-Party Payment Processor”, Stripe, though this is subject to change without notice, and your Subscription is managed by Recurly. Stripe currently accepts certain payment cards as payment options, but these are subject to change without notice at Stripe's discretion. Payments of Subscription Fees made to Ignition are processed in accordance with their program rules, operational procedures and the Stripe Consumer Terms of Service, and your personal and payment data will be handled in accordance with the Stripe Privacy Policy. It is your responsibility to familiarize yourself with and adhere to these terms.

Ignition, Stripe and Recurly are unaffiliated companies and Ignition has no influence over their internal operations, security protocols or specific terms of service. Ignition and/or its Representatives are not responsible for any losses or damages, direct or indirect, pecuniary or otherwise, resulting from any error or failure on the part of Stripe or Recurly.

All Billing Information such as payment card details, is collected, transmitted, and stored directly by Stripe on their own secured servers, in accordance with their security protocols and PCI DSS compliance. Ignition cannot be held responsible for any breach of such information caused by issues on the servers or systems of Stripe or other third-party Payment Processor(s). Certain non-financial information related to transactions (such as customer name, service purchased, and transaction amount) will, however, be available to Ignition for purposes such as invoice generation, service fulfillment, and internal record-keeping, in accordance with our Privacy Policy.

Ignition and/or its Representatives are not responsible for any losses or damages, direct or indirect, pecuniary or otherwise, resulting from any error, failure, or breach on the part of Stripe, Recurly, or any other Third-Party Payment Processor, or from your failure to meet your direct obligations to these entities or to your end customers.

c. Coupons

If you have a valid coupon code, it shall be applied and displayed during the payment process. In the event that an incorrect discount is applied, Ignition reserves the right to refuse or cancel any Subscriptions listed at an incorrect discount. Ignition reserves the right to refuse or cancel any such Subscriptions whether or not the Subscription has been confirmed and the User’s payment card charged.

d. Payment of Additional Fees for Active Clients

Your Subscription grants you a maximum number of Active Clients during the Billing Period, which varies depending on your plan level as described on the Ignition Website. If you exceed the maximum number of Active Clients in the Billing Period, you will be charged for each additional Active Client the Fees described on the Ignition Website (the “Additional Client Fees”). By signing up for a Subscription, you authorize Ignition to charge your payment card and you agree to pay these Additional Client Fees if applicable, plus any applicable taxes.

e. Payment Processing Fees

You will be charged Fees for transactions processed through our integrated payment processing services. These payment processing services utilize third-party Payment Processor(s) and facilitators, as detailed elsewhere in these TOU.

By using payment processing services, you agree to pay the applicable "Payment Processing Fees" as described on the Ignition Website, unless such other rates have been agreed separately (for Enterprise customers only) (the "Fee Schedule").

Payment Processing Fees typically consist of a percentage of the transaction value plus a fixed amount per transaction (e.g., X% + $Y). Rates vary by country, client payment method (e.g., card, bank debit), and other factors specified in the Fee Schedule.

  • Currency: Payment Processing Fees are payable in the transaction currency.
  • Deduction: Payment Processing Fees are automatically calculated and deducted from the gross payment collected from your Client before net funds are settled to your bank account.
  • Transparency: Fee details for individual transactions are available in your account interface.
  • Currency & Taxes: the Fee Schedule specifies the fee currency (e.g., AUD) and the treatment of applicable taxes (e.g., GST in Australia).

You are responsible for reviewing and understanding the current Fee Schedule.

All Payment Processing Fees correctly calculated and deducted according to the current Fee Schedule are final, non-negotiable, and non-refundable.

If you refund a payment to your Client, the original Payment Processing Fees incurred for that transaction will not be refunded to you by us or the payment processor(s).

Our platform may permit you to surcharge client invoices to cover Payment Processing Fees. If using this feature:

  • You are solely responsible for compliance with any applicable surcharging laws and rules in all relevant jurisdictions;
  • Surcharging does not alter your primary liability for the full Payment Processing Fees; and
  • Platform functionality governs surcharge display and calculation.

If you believe a Payment Processing Fee was incorrectly calculated or applied contrary to the current Fee Schedule, notify us in writing with specific details within sixty (60) calendar days of the charge date. We investigate timely and genuine disputes. If we confirm an error, we will correct your account. This dispute process does not affect the finality of correctly applied Payment Processing Fees.

f. Due Date for Payment and Interest

All Fees are due and payable on the relevant billing date as specified in your account or invoice. If payment is not received by the due date, a late fee of 1.5% per month (or the maximum rate permitted by law, if lower) may be charged on the outstanding balance until paid in full.

g. Failure of Automatic Payment

Should automatic payment of any Subscription Fees or Additional Client Fees fail to occur for any reason, your account will be suspended, and Ignition will issue you an electronic invoice via email indicating that you must proceed manually, within a certain deadline date, with the full payment of the Fees as indicated on the invoice. Your account will be reactivated upon receipt of the payment.

h. Modification of the Fees

Ignition, in its sole discretion and at any time, may modify its Fees on written notice to you. Any modification(s) of Subscription Fees and/or Additional Client Fees will become effective at the end of the then-current Billing Period. Any modifications of Payment Processing Fees will become effective at the time specified in the written notice. Ignition will provide you with a reasonable prior notice (not less than at least 14 days’) of any change in Fees to give you an opportunity to terminate or change your Subscription before such modification(s) becomes effective.

Your continued use of the Services after the Fees modification(s) come into effect constitutes your agreement to pay the modified Fees at the modified rates.

i. Payment Processing on Behalf of Professional Services Providers/Users

Currently, payment processing services for Professional Services Providers and Users, including payment card and bank debit payment processing (“Payment Processing”), are provided by Stripe (a “Payment Facilitator”). Such Payment Processing services are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to those terms or continuing to operate as a Professional Services Provider or User on Ignition, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Ignition enabling payment processing services through Stripe, you agree to provide Ignition with accurate and complete information about you and your business, and you authorize Ignition to share it and transaction information related to your use of the payment processing services provided by Stripe. Payment card payment options are determined by Stripe and subject to change without notice at its discretion.

User acknowledges and agrees that in respect of Payment Processing services provided by Stripe, Ignition’s role is limited to facilitating the technical connection to the payment processor to enable the access and use payment processing services for transactions with your Clients.

Ignition is not a party to the Stripe Services Agreement, nor is it responsible for your obligations under it. Consequently, you are directly and solely responsible to Stripe for various obligations and for any consequences arising from your failure to meet these obligations. Such responsibilities include, but are not limited to: (i) managing all financial liabilities stemming from your Stripe account (including customer disputes, charge-backs, refunds, and fines); (ii) ensuring full compliance with all applicable laws, regulations, and card network rules pertinent to your business activities and data security; (iii) obtaining all necessary rights and consents for Stripe to lawfully process transactions under your instructions; (iv) providing all required notices and obtaining all necessary rights and consents for Stripe to lawfully process personal data under your instructions; (v) the lawful provision and fulfillment of your goods or services; (vi) providing all customer service to your end customers for your offerings; and (viii) guaranteeing the accuracy and completeness of all information you provide to Stripe for account setup, verification, and transaction processing. Failure to uphold these responsibilities may directly impact your operations, including potentially affecting your collection of Professional Services Fees. We are not responsible for, and explicitly disclaim all liability arising from or relating to such obligations, including your business practices, your end customer relationships, obtaining transaction or other consents on your behalf, or your independent legal compliance. Matters directly Stripe's responsibility, or solely your business operational duties, are outside Ignition's scope of assistance and liability.

Ignition may change or introduce new Payment Facilitators from time to time, in our discretion, with or without notice.

j. Authority in Respect of Payment Processing

By requesting a payment through the Services, you acknowledge and agree that:

  1. You are appointing Ignition as your limited agent for the specific purpose of requesting and facilitating the collection of Professional Services Fees from your Clients, and to process these payments via our Payment Facilitator, Stripe, and any other third-party Payment Processor(s) we may use. This appointment means you authorize Ignition to act on your behalf in these payment collection activities, including initiating transactions on your behalf, but always subject to the terms of the Stripe Services Agreement that govern payment processing and Ignition's own legal and operational obligations in providing its platform services.
  2. You authorize Ignition to process payments and make periodic debits on your behalf, including for recurring and one-off services as agreed between you and your Clients. You confirm that you have obtained all necessary authorizations and consents from your Clients for such processing. You further authorize Ignition to re-process any unsuccessful payments of Professional Services Fees.
  3. You are responsible for the accuracy of all Professional Services Fees you request to be debited or processed from your Clients' accounts or payment cards, in accordance with your Professional Services Terms with them.
  4. You are responsible for all necessary communication with your Clients regarding such payment processing, and for making and/or setting any necessary notifications within the Services to your Clients regarding these transactions.
  5. Ignition's role is strictly limited to facilitating these payment collection services on your behalf, and we assume no express or implied liability regarding the Professional Services you provide to your Clients or any payments requested or facilitated through the Services.
  6. You authorize Ignition to vary the amount of the Professional Services Fees processed from time to time, as instructed by you to reflect agreed variations with your Clients. You agree that you do not require Ignition to notify you or your Clients of such variations to the debit or charged amount once instructed.
  7. You are solely responsible for all fees and charges associated with your payment processing activities, including any recharge fees, failed payment fees, charge-backs, refunds, and fines imposed by Stripe or other Payment Facilitators, and you authorize Ignition to deduct such fees from your accounts or otherwise collect them from you.
  8. All disputes regarding Professional Services Fees (whether between you and your Clients, or you and a Payment Facilitator or other financial institution) must be directed to you as the Professional Services Provider. Ignition is acting solely as your limited agent in collecting these Fees.
  9. Ignition will not be liable for the refund of any funds or payments in the event of any disputed payments or claims made against us. You agree to reimburse Ignition for any losses incurred as a result of any claim made against Ignition related to your transactions, as per the indemnification provision in these TOU.
  10. In the event a claim is made, Ignition will not be liable for the refund of any funds or payments, and you agree to reimburse Ignition for any losses incurred as a result of any claim made against Ignition, further to the indemnification provision below in these TOU.
  11. You are solely responsible for ensuring full compliance with all applicable laws, regulations, and card network rules pertinent to your business activities, data security, and the provision of your goods or services, including providing all customer service to your end customers for your offerings.
  12. You are solely responsible for all privacy obligations related to payment processing, including providing all required notices and obtaining all necessary rights and consents from your Clients for Stripe and Ignition to lawfully collect, use, retain, and disclose their personal data in connection with payment processing, in accordance with applicable privacy laws and the Stripe Privacy Policy.
  13. You are also subject to the additional provisions regarding disputes as found in clause 9 of these TOU.

8. Client Terms

If you are a Client accepting a Proposal and/or making a payment for Professional Services through the Services, in addition to the other portions of these TOU that are applicable to you, you acknowledge and agree to the terms set out in this clause.

a. Acceptance of Proposals; Legal Relationship

By either clicking or tapping the acceptance box upon reviewing the Proposal and “signing” by entering your name or clicking or tapping the acceptance box presented to you when making a payment through the Services: (i) you agree to pay the Professional Services Provider the price quoted for the Professional Services outlined in the Proposal; and (ii) you agree to abide by the additional terms (the “Professional Services Terms”) that are presented to you upon acceptance, which are strictly between you and the Professional Services Provider. Ignition is in no way a party to the legal relationship (including but not limited to the Professional Services Terms) between you and the Professional Services Provider. The Professional Services Provider alone is fully responsible for any and all loss, injuries, damages (pecuniary or otherwise), claims, liabilities and costs suffered by you, caused in whole or in part by the Professional Services Provider, the Professional Services, or any violation of the Professional Services Terms, and Ignition disclaims any responsibility in this regard.

b. Payments of Professional Services Fees Made Through the Services

As a Client, you may be making a payment for Professional Services to the Professional Services Provider through the Services. When you make such a payment, your payment is processed by our Payment Facilitator, Stripe. Payments through Stripe may be made via various payment methods, depending on what the Professional Services Provider has allowed and service availability in your region, both of which may change from time to time. Your personal and payment data will be handled in accordance with the Stripe Privacy Policy. If you choose to enter your card or bank account details to be debited, save your payment details for future use or connect your financial accounts for verification purposes through our Services, you agree to the Stripe Consumer Terms of Service, which include the Link Account Terms and Financial Connections Terms. By proceeding with your payment, you acknowledge and agree to these terms.

c. Data Handling

When you make a payment, your payment card and bank information are securely collected, transmitted, and stored directly by Stripe, our Payment Facilitator, on their own secured servers. This is done in accordance with their security protocols and PCI DSS compliance. If paying by bank debit, you may be required to verify your bank account by securely logging in to your online bank account via Stripe Financial Connections, or by manually verifying your account with a bank statement challenge code. If paying by payment card, you will enter your payment card information directly.

While all sensitive Billing Information, such as payment card details and bank account credentials, is handled solely by Stripe, certain non-financial transaction details (like customer name, service purchased, and transaction amount) will be accessible to Ignition. Ignition uses this information for purposes such as invoice generation, service fulfillment, and internal record-keeping, in accordance with our Privacy Policy.

Ignition and our Payment Facilitators are unaffiliated companies, and Ignition has no influence over their operations. Ignition and/or its Representatives are not responsible for any losses or damages, whether direct or indirect, pecuniary or otherwise, resulting from any error, failure, or breach on the part of Stripe or any other Payment Facilitator.

By making a payment through the Services, you acknowledge and agree that:

  1. You are authorizing Ignition, via the Payment Facilitators, to make debits from time to time and/or process payments on behalf of the Professional Services Provider for any recurring and one-off services and that Ignition is acting as an agent for the Professional Services Provider;
  2. You are authorizing the applicable Payment Facilitator to facilitate the payment(s) of Professional Services Fees;
  3. Ignition does not provide any services other than the collection services pursuant to your dealings with the Professional Services Provider and has no express or implied liability regarding the Professional Services provided by the Professional Services Provider;
  4. The amount of Professional Services Fees agreed between you and the Professional Services Provider will be debited or processed by Ignition from your linked account or payment card according to the Professional Services Terms with the Professional Services Provider;
  5. “Ignition”, "Ignition Pay" and/or a unique statement descriptor provided by the Professional Services Provider may appear as the merchant for payments debited or processed from your account or payment card and notwithstanding that fact, you agree that Ignition will not be held liable for any disputed transactions resulting in the non-supply of Professional Services by the Professional Services Provider;
  6. You authorize Ignition to vary the amount of the Professional Services Fees from time to time as may be agreed by you and the Professional Services Provider, and to vary the amount of the payments upon receiving instructions from the Professional Services Provider of the agreed variations. You agree that you do not require Ignition to notify you of such variation to the debit or charged amount;
  7. You must contact the Professional Services Provider directly if you wish to alter, stop or cancel any debit or payment arrangement of Professional Services Fees;
  8. If paying by bank debit, it is your responsibility to ensure that there are sufficient cleared funds in your nominated account to enable the debit to be honored by the debit date. If there are insufficient funds available, you agree that Ignition will not be held responsible for any fees and charges that may be charged (including charge-backs) by any financial institution;
  9. If a debit or payment is returned to Ignition as unpaid, a failed payment fee may be payable to Ignition and you will be responsible for any fees or charges applied for each unsuccessful debit attempt together with any collection fees and attorneys’ fees as may be incurred by Ignition;
  10. Ignition has the authority to attempt to re-process any unsuccessful payments of Professional Services Fees as authorized by the Professional Services Provider;
  11. All disputes regarding Professional Services Fees (whether between you and the Professional Services Provider, or you and a financial institution and/or Payment Facilitator) will be directed to the Professional Services Provider as Ignition is acting only as the agent of the Professional Services Provider;
  12. In the event of any disputed payments, you must direct such dispute to the Professional Services Provider and your financial institution. You agree that Ignition will not be held liable for any disputed payments;
  13. In the event a claim is made, Ignition will not be liable for the refund of any funds or payments, and you agree to reimburse Ignition for any losses incurred as a result of any claim made against Ignition, further to the indemnification provision below in these TOU; and
  14. You are also subject to the additional provisions regarding disputes as found in the next clause of these TOU to the extent it applies to you.

9. Withholding Professional Service Fees; Disputes

a. Withholding Professional Services Fees

As a representative of a Professional Services Provider receiving Professional Services Fees through the Services, you acknowledge and agree that Ignition may withhold remittance of Professional Services Fees only if it has objectively reasonable or legitimate grounds to do so, such as: (i) your non-payment of your Subscription Fees; (ii) the value of the Professional Services Fees payment appears excessive; or (iii) there is an indication that the payment of Professional Services Fees is being made fraudulently or for illegal reasons. In the event Ignition withholds remittance of the Professional Services Fees in this manner, you may be informed of the withholding and the reasoning and provided the opportunity to explain and/or rectify the situation in order for us to release the Professional Services Fees to you; however, you acknowledge and agree that Ignition’s ultimate decision to release or withhold the Professional Services Fees is final.

Without limiting the generality of the Disclaimer of Warranties in clause 15 and to the maximum extent permitted by applicable law, Ignition and/or its Representatives are not responsible for any losses or damages, pecuniary or otherwise, to you resulting from Ignition’s refusal to remit Professional Services Fees to you, and Ignition disclaims any responsibility in this regard.

b. Disputes 

As a representative of a Professional Services Provider receiving Professional Services Fees through the Services, you acknowledge and agree that in the event a Client disputes a payment of Professional Services Fees, Ignition will not adjudicate the dispute between the two parties, and disclaims any and all responsibility regarding such disputes between you and the Client. Notwithstanding the foregoing, you acknowledge and agree that Ignition retains the sole and absolute discretion to return paid Professional Services Fees to a Client if a Client is disputing a payment.

Without limiting the generality of the Disclaimer of Warranties in clause 15 and to the maximum extent permitted by applicable law, Ignition and/or its Representatives are not responsible for any losses or damages, pecuniary or otherwise, to you resulting from any dispute over Professional Services Fees between a Client and Professional Services Provider, and Ignition disclaims any responsibility in this regard.

10. Proprietary and Intellectual Property Rights; Your User Inputs

a. Ignition’s Rights 

You acknowledge that: (i) the Website and Services contain proprietary and confidential information that is protected by applicable intellectual property laws and other laws, and (ii) Ignition and/or third parties (via license) own all right, title and interest in and to the Website and Services and content that may be presented or accessed through the Website and Services (except for User Inputs as defined below), including without limitation all Intellectual Property Rights therein and thereto. All rights not specifically granted under these TOU are reserved to Ignition and its licensors. “Intellectual Property Rights'' means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide, whether registered or not.

You agree that you will not, and will not allow any third-party, to (i) copy, sell, license, distribute, transfer, modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Website or Services, or content that may be presented or accessed through the Website or Services for any purpose, unless otherwise permitted by these TOU or the functionalities of the Website or Services; (ii) take any action to circumvent or defeat the security deployed or enforced by any functionality contained in or on the Website and Services; or (iii) remove, obscure, or alter Ignition’s or any third-party’s copyright notices, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Website and Services.

The content, arrangement and layout of the Website and Services, including but not limited to the trademarks, photos, logos, videos, audio, images, text (in the form of plain text, HTML, or PDFs) and Computer Code are proprietary to Ignition, either owned or under license, and may not be copied, imitated, reproduced, displayed, distributed, transmitted, decompiled or otherwise used without the express permission of Ignition, or as permitted by the functionality of the Website and Services or these TOU. Any unauthorized use of the content, arrangement or layout of the Website or Services, Computer Code, images, logos, videos, audio or trademarks found on or in the Website or Services or any portion of or derivative works thereof may violate civil or criminal laws, including but not limited to intellectual property laws, and Ignition may take action accordingly.

The above paragraph further applies to third-party property used as part of the Website and Services, including but not limited to third-party Computer Code. For the purposes of the present clause, “Computer Code” includes but is not limited to source code in any programming language, object code, frameworks, CSS, PHP, JavaScript or similar files, templates, modules, or any similar files, and related documentation.

b. User Inputs and Proposals

All inputs you submit through the Services as a Logged-in User whether in the form of text, financial information, graphics, images, or any other form of inputted information, including any information about your Clients, and the Intellectual Property Rights in all such items (collectively “User Inputs”) remain your property. You hereby grant a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, sub-licensable license for Ignition (and each of its direct and indirect sub-contractors) to use, copy and otherwise utilize your User Inputs as required to provide the Services, including creating the Proposals, further developing and improving our algorithms, models, providing AI Services (defined below), generating Outputs and Insights (each defined below) and to exercise or perform our rights, remedies and obligations under these TOU. You hereby represent and warrant that you have all rights necessary to grant this license and that the User Inputs do not infringe or violate the rights of any third-party.

Any Proposals or other documents created from your User Inputs, and their related Intellectual Property Rights, are the property of (and proprietary to) Ignition; however, Ignition grants you a worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to use, edit, translate, reproduce, distribute, and display those documents.

Your access to the User Inputs is contingent upon full payment of the Subscription Fees. You are expected to maintain copies of all User Inputs inputted into the Services. Ignition adheres to standard industry practice policies and procedures to prevent data loss, including a daily system data back-up regime, but does not make any guarantees that there will be no loss of User Inputs. Furthermore, Ignition is under no obligation to retain copies of your User Inputs following termination of your Subscription or account for any reason.

Without limiting the generality of the Disclaimer of Warranties found elsewhere in these TOU and to the maximum extent permitted by applicable law, Ignition and/or its Representatives are not responsible for any losses or damages, direct or indirect, pecuniary or otherwise, resulting from any loss of User Inputs no matter how caused, or Ignition’s deletion of your User Inputs following the termination of your Subscription or account, and Ignition disclaims any responsibility in this regard.

c. Access to and Sourcing Your User Inputs by Third-Party Applications

If you enable third-party applications (e.g. Intuit QuickBooks Online, Xero) for use in connection with and within the Services, you acknowledge and agree that Ignition may allow providers of those third-party applications to access your User Inputs, and you are authorizing Ignition to obtain User Inputs from such third-party applications; as required for the interoperation of such third-party applications with the Services.

Without limiting the generality of the disclaimers found elsewhere in these TOU and to the maximum extent permitted by applicable law, Ignition and/or its Representatives are not responsible for any losses or damages, direct or indirect, pecuniary or otherwise, resulting or arising from any disclosure, modification or deletion of your User Inputs resulting from any such access by the providers of such third-party applications.

d. Submitted Information

If you choose to communicate to Ignition (via any means) suggestions for improvements to the Website or Services or any idea or proposal related to Ignition or its businesses or properties (collectively, “Feedback”), Ignition shall own all right, title, and interest in and to the Feedback and will be entitled to use the Feedback without restriction. You hereby irrevocably assign all right, title and interest in and to the Feedback to Ignition and waive in favor of Ignition, its successors and assigns all your moral rights in the Feedback; and agree to provide Ignition such assistance as Ignition may require to document, perfect, and maintain Ignition’s rights to the Feedback. You acknowledge and agree that, by providing any Feedback to Ignition, you are not entitled to any compensation or reimbursement of any kind from Ignition under any circumstances.

e. Anonymized Statistical Information

We may compile statistical information related to the use and performance of the Services, and may generate insights with this statistical information, and may make such statistical information publicly available, provided such information does not (i) incorporate your personal information and/or identify you or any other individual; and (ii) cannot be identified as originating or deriving directly from your User Inputs.

f. Data Retention

To ensure compliance with applicable legal, regulatory, tax, KYC, accounting, and professional obligations, we are required to retain certain personal and business information—including records related to business verification and transactions—even if your account becomes inactive, suspended, or closed. This information will be kept on file for a minimum of seven (7) years to comply with legal and regulatory obligations.

11. AI Services and AI Generated Content and Insights

The Website and Services offer features that use artificial intelligence ("AI Services") to produce (i) AI generated content (“Output”) and (ii) AI generated pricing and scoping insights for consideration in your Client engagements (“Insights”) based on certain information you provide.

When you use the AI Services, you acknowledge and agree that:

  1. Output and Insights may contain inaccuracies, biases, omissions, or errors;
  2. Output and Insights are provided solely for informational purposes and should be treated as one input among the many factors necessary for making pricing decisions.
  3. Output and Insights do not constitute financial, strategic, or business advice, nor do they constitute endorsements or a recommendation for any specific pricing level or strategy.
  4. You are under no obligation to follow or use any Output or Insights;
  5. You must review and evaluate any Output and Insights for appropriateness before using the Output or Insights for their intended purpose. Specifically, your use of Output and Insights in making pricing and other decisions concerning your business and Clients requires you to exercise your own professional expertise and judgment, market and client knowledge. If you are not qualified, authorized or competent to make such decisions, you should not use the Output or Insights features with Clients;
  6. You are solely responsible for Output and Insights which you decide to use, including ensuring they do not violate any applicable laws or these terms;
  7. We are not responsible for Client decisions in respect of Proposals which incorporate or are based on Output or Insights, or Disputes in respect of Professional Services Fees, and you will assume all risks associated with the use of any Output and Insights; and
  8. All AI Services, including Outputs and Insights and their related Intellectual Property Rights, are the property of Ignition; however, Ignition grants you a worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to use, edit, translate, reproduce, distribute, and display Outputs and Insights in Proposals and other documents where used in connection with the Services and only for your internal business purposes relating to client engagement.

You shall notify Ignition without delay of any problems and/or unexpected outcomes arising out of your use of the AI Services. Any such notification will be considered “Feedback” for the purposes of clause 10(d).

12. External Links

From time to time Ignition or other Logged-in Users may provide links to other websites or services. Links from the Website or Services may take you to websites or services not covered by these TOU. When you access third-party resources on the Internet in this manner, you do so at your own risk. Ignition or other Logged-in Users provide those links as a convenience to you and Ignition takes no responsibility for your use of those other websites or services or protection of your privacy (including collection of your personal information) on those other websites or services. We encourage you to check the terms of use and/or privacy policy of any website or service you visit. Ignition does not make any representation or warranty whatsoever about the content of those websites or services to which we link, or any products or services available through those websites or the third parties operating those websites.

In no way will Ignition be held responsible for any damages, direct or indirect, pecuniary or non-pecuniary: (1) arising from your use of websites or other services that may be linked-to from the Website or Services or the information thereon; (2) arising from any virus, Trojan horse, worm or other similar destructive file received as a result of your use of those websites or services; (3) caused by or in connection with, use of or reliance on any content, or products or services (whether free or for purchase) available on or through any linked-to website or service; or (4) arising from the actions of the operators of any such website or service.

13. Interruption of the Website or Services

From time to time, the Website or Services may be unavailable for periods of time for maintenance and/or modifications to the Website or Services. While we will endeavor to make this unavailability as brief as possible, Ignition shall not be held liable for any losses or damages, pecuniary or non-pecuniary, resulting from the interruption of the normal functioning of the Website or Services, and disclaims any responsibility thereto, including outages due to planned or unplanned maintenance or other issues.

14. Termination of the Website or Services or Your Access to the Website or Services and these TOU

a. Termination

You may end your access to the Services by canceling your Subscription using the function available in the Subscription management section when you are a Logged-in User, or emailing help@ignitionapp.com or see clause 7 for more details.

Ignition reserves the right to terminate your account and these TOU, for cause, immediately upon notice to you, should (i) you file for bankruptcy or otherwise become insolvent, (ii) a liquidator, administrator or receiver be appointed in respect of the whole or part of your assets or undertaking, (iii) you enter into (or propose to enter into) an arrangement with your creditors, (iv) anything analogous to (ii) or (iii) occur in any jurisdiction, (v) your use of the Services is for an illegal or fraudulent purpose (vi) a suspension of the Services under clause 6(e) continues for more than seven (7) consecutive days, or (vii) you materially breach these TOU and fail to cure such breach within seven (7) days of your receipt of notice from Ignition specifying the breach.

Termination of the Services or your access to the Website or Services shall terminate the present TOU as between you and Ignition. All provisions of these TOU which by their nature should survive termination of these TOU shall survive termination, including without limitation, intellectual property provisions, disclaimers, indemnity and limitations of liability.

b. Suspension

Ignition may suspend all or any part of the Services, including by blocking your IP address, revoking your account credentials or otherwise terminate your access to or use of the Website or Services or any portion thereof: (i) if, in our sole discretion, failing to do so would have a detrimental effect on the Services or our provision thereof, (ii) to comply with applicable law and/or an order, instruction, or request of regulator, court or other competent authority, (iii) where you fail to pay any Fees or Taxes in accordance with these TOU; (iv) to perform planned or unplanned network maintenance; (v) if continued provision becomes impossible due to changes in third-party relationships or loss of required licenses or authorizations (vi) if you act improperly toward Ignition or its Representatives or (vii) if we otherwise find it necessary to do so in order to maintain or to protect our interests (including without limitation, for any breach or potential breach of these TOU or to maintain the integrity of continued operation of our Services). In addition to our right to terminate or suspend the Services, you acknowledge that we reserve the right to temporarily disable access to the Services (or any portion thereof) for maintenance purposes. Suspension under this clause does not waive the obligation of any payment obligations under these TOU.

Ignition may also, in its sole discretion and at any time, discontinue providing the Website or Services, or any part thereof, with or without notice. You agree that Ignition shall not be liable to you or any third-party for any losses or damages, pecuniary or non-pecuniary, resulting from termination of your access to the Website or Services, or from Ignition’s termination of the Website or Services or any part thereof.

15. Disclaimer of Warranties

Please read this clause carefully since it limits our liability to you. Each sub-clause below applies to the maximum extent permitted by applicable law. To the extent that the law does not permit a disclaimer of warranties, all content, Output or Insights accessible on the Website and Services, or any other website to which we link, and all operations on the Website and Services are warranted only to the minimum amount legally required.

You expressly understand and agree that your use of the Website and Services, the information thereon (whether provided by Ignition or third parties) or any activity arising from your use of the Website or Services (including but not limited to your provision of, or use of, Professional Services) or the information thereon or the materials downloaded therefrom is at your sole risk. The Website, the Services, any materials downloaded therefrom, or any third-party materials, are provided on an "as is" and "as available" basis. You will be solely responsible for any damage to your computer system or loss of data that results from the download, streaming or access of any material obtained through the use of the Website or Services or any other functionalities of the Website or Services, or losses or damages (financial or otherwise) resulting from your use of the Website or Services, the information thereon, any materials downloaded therefrom, or any activity arising from the use of the Services (including but not limited to your provision of, or use of, Professional Services), the information thereon or any materials downloaded therefrom.

The information or resources provided through the Website and Services, written or produced by Ignition staff, freelance writers or other subcontractors hired by Ignition are expected to be as accurate as possible at the time of writing or production, and every effort has been made to ensure that the information from the Website and Services is as accurate and up-to-date as possible. However, the foregoing does not apply to AI Services, and certain information may change, and errors or omissions may occur. Ignition shall not be responsible for any loss or damage, financial or otherwise, resulting from changes or errors in information, or any omission, on the Website or Services (including AI Services) or the information thereon, or your reliance on such information whether the information is correct or not.

Ignition expressly disclaims, to the maximum extent permitted by applicable law, all warranties of any kind, whether express or implied, including but not limited to: warranties of title and non-infringement; warranties that the Website, the Services, the information thereon or any materials downloaded therefrom, and any third-party materials will be uninterrupted, error-free, accurate, reliable and free from viruses and other harmful components; and the implied warranties of merchantability and fitness for a particular purpose and non-infringement. Ignition, its affiliates and their respective Representatives do not warrant and expressly disclaim that, while we make reasonable efforts to ensure the integrity of the Website and Services: (i) the Website and Services, will be secure or available at any particular time or location; (ii) any defects or errors or omissions will be corrected; (iii) any content (whether provided by Ignition or third parties) available on or through the Website and Services is free of viruses or other harmful components; (iv) functionalities of the Website and Services will work equally in desktop and handheld or tablet device environments; or (v) the results of using the Website and Services or any activity arising therefrom (including but not limited to your provision of, or use of, Professional Services, Output or Insights), or any content accessed via or downloaded therefrom will meet your requirements, whether business needs or otherwise.

Some of the content, Output or Insights displayed on the Website or through the Services may include elements that belong to or are provided by third parties, including Users or third-party licensors. You acknowledge that Ignition assumes no responsibility for such content.

This TOU does not exclude, restrict, or modify any ‘non-excludable (consumer) guarantees’ implied by law, or limit Ignition’s liability for breaching those guarantees which cannot lawfully be limited. However, as our Services are not of a kind ordinarily acquired for personal, domestic or household consumption, if we are liable for a breach of any such implied ‘non-excludable guarantee’, we may, at our election, lawfully limit our liability pursuant to section 64A of the Australian Consumer Law, where it is fair and reasonable to do so, to supplying the services again or paying the cost of having the services supplied again, notwithstanding clause 16, such remedy shall be your sole remedy in respect of such ‘non-excludable guarantees’.

16. Limitation of Liability

In no case will Ignition or its Representatives be liable for any indirect, special, consequential, exemplary, punitive damages or other damages, for any losses, damages, liabilities, costs and expenses arising out of or relating to (i) your access, use, misuse or inability to access or use the Website or Services, or (ii) the interruption, suspension or termination of any part of or all of the Website or Services; and in both cases (i) and (ii) regardless of the cause of action (whether in contract, warranty, delict, quasi-delict, tort, negligence, strict liability or any other theory of liability) and even if we have been advised of the possibility of such damages. Notwithstanding anything to the contrary in the TOU, in no event will our aggregate liability for any claims in connection with your use of the Website or Services exceed the amount of AUD$100 or the Subscription Fees paid or payable by you in the previous six (6) months immediately preceding the event giving rise to the claim, whichever is greater.

You expressly understand and agree that Ignition or its Representatives shall not be liable for any direct, indirect, incidental, special, consequential, punitive or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, lost revenues or business opportunities, loss of use, data or other intangible losses, in contract, tort, strict liability, negligence, general civil liability or any other cause of action under legal or equitable theory, relating to the Website or Services, the information on the Website or Services, your use of the Website or Services, activities arising from your use of the Website or Services (including but not limited to your provision of, or use of, Professional Services), any third-party materials on the Website or Services, or any materials downloaded from the Website or Services. This limitation of liability applies, without limitation, to any damages or injury caused by any error, omission or other failure of performance by Ignition or its Representatives; any interruption, defect or delay in operation or transmission, including communication line failure; any computer virus; and any theft, destruction or alteration of, or unauthorized access to or use of, any electronic records.

Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above exclusions and limitations may or may not apply to you.

17. Indemnity

Notwithstanding any other term of the TOU or any act or failure to act by Ignition or its Representatives, you agree to indemnify, defend and hold harmless Ignition and its Representatives where applicable, from and against all damages, liabilities, costs and expenses (including attorneys’ fees), claims or demands, arising out of: (i) your use of or connection to the Website or Services, the information thereon, the information downloaded therefrom; (ii) your participation in any activities arising from the Website or Services (including but not limited to your provision of, or use of, Professional Services) or the information thereon; (iii) your violation of, or failure to perform your obligations under the TOU or the Privacy Policy; (iv) your use of Output or Insights or other AI Services; or (v) your violation of any rights of a third-party.

18. Governing Law and Applicable Jurisdiction

These TOU and your use of the Website or Services shall be governed by and construed in accordance with the laws of New South Wales, Australia, without regard to conflict of law provisions. You agree that any legal action or proceeding between you and Ignition shall be brought exclusively in the courts located in New South Wales, Australia.

Notwithstanding the foregoing, Ignition shall have the right to bring action against you in courts of competent jurisdiction in the jurisdiction in which you reside or are located: (i) to seek injunctive relief against you; (ii) to obtain a judgment against you where a judgment by a New South Wales court will, or may not be, enforced by the jurisdiction in which you reside or are located; or (iii) to enforce in your jurisdiction a judgment obtained against you in a New South Wales court.

These TOU may not be transferred or assigned by you without prior written consent of Ignition. Ignition may assign or transfer this TOU to its affiliates or in connection with a merger, sale, reorganization, or other change of control.

You represent and warrant that to the extent you are acquiring the right to access and use the Services and agreeing to these TOU for the purposes of a business or Legal Entity, that the Services supplied under these TOU are acquired by you on the understanding and basis that they are not of a kind ordinarily acquired for personal, domestic, or household use or consumption.

19. Miscellaneous Provisions

  1. Entire Agreement. These TOU constitute the entire agreement between you and Ignition with respect to your use of the Website and Services, superseding any prior agreements between you and Ignition (including but not limited to previous versions of the Terms of Use). These TOU should be read in conjunction with the Privacy Policy which describes how we collect, use, store, share, and protect personal data, and explains the rights you have in relation to your data.
  2. Delays. Ignition shall not be liable for any failure to perform its obligations under the present TOU where such failure results from any cause beyond Ignition’s reasonable control, including, but not limited to, mechanical, electronic or communications failure or degradation, or any force majeure event.
  3. Severability. If any provision of the TOU is found by a court of competent jurisdiction to be invalid, you and Ignition nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TOU, as the case may be, shall remain in full force and effect.
  4. Waiver. The failure of Ignition to exercise or enforce any right or provision of these TOU does not constitute a waiver of such right or provision, which will still be available to Ignition.
  5. Notices. Any notice required to be given under these TOU by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to Ignition must be sent to help@ignitionapp.com or to any other email address notified by email to you by Ignition. Notices to you will be sent to the email address associated with your account or Subscription.
  6. Headings. The clause or sub-clause titles in the TOU are for convenience only and have no legal or contractual effect.

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