IMPORTANT NOTICE: THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION AND A WAIVER OF CLASS ACTIONS. PLEASE READ SECTION 12 CAREFULLY.
Acceptance of This Agreement
This Terms of Service Agreement ("Agreement") is entered into by and between Finnovation Pty Ltd ("BookWell," "we," "us," or "our") and you, and is made effective as of the date of your first use of our website or services. Our registered address is Level 17, International Tower Three, 300 Barangaroo Ave, NSW 2000.
By accessing or using the website https://bookwell.ai (the "Site") and the AI-powered financial workforce platform (the "Services"), you signify that you have read, understand, and agree to be bound by this Agreement. If you are entering into this Agreement on behalf of a company, you represent that you have the legal authority to bind such entity.
Nature of Services (The "AI Workforce")
2.1 AI Agents, Not Humans. You acknowledge that BookWell provides an automated artificial intelligence workforce (including but not limited to "AI Bookkeeper," "AI Guardian," "AI Manager," and "AI Analyst"). While we strive for accuracy, the Services are based on probabilistic models and may produce errors, "hallucinations," or inaccuracies.
2.2 No Professional Advice & Non-Reliance. While BookWell aids in financial workflows, we are a technology provider, not a registered public accounting firm, tax agent, financial planner, or legal advisor. The output provided by the "AI Analyst," "AI Tax Advisor," "AI Wealth Manager," or any other agents constitutes general information and probabilistic insights only. It does not constitute financial product advice, tax advice, or investment recommendations. You expressly agree that you will not rely on the AI Analyst’s insights as a substitute for independent professional advice. You should consult with a qualified CPA, Tax Agent, or licensed financial advisor before making any financial decisions.
2.3 Human-in-the-Loop Responsibility. You agree that you are the final approver of all actions taken by the Services. Specifically:
Payments: You are responsible for reviewing any payment blocks or releases suggested by the "AI Guardian".
Communications: You are responsible for reviewing any emails or correspondence drafted or sent by the "AI Manager".
Tax Lodgements: You are solely responsible for verifying the accuracy of any data prior to lodgement with the ATO.
Payroll & STP: You are solely responsible for reviewing and approving all employee details, timesheets, leave balances, and pay runs prior to processing. While the Services utilize third-party infrastructure for Single Touch Payroll (STP) reporting and SuperStream compliance, you remain legally responsible as the employer for meeting your obligations under the Fair Work Act 2009 and Australian Taxation Office (ATO) requirements.
2.4 Assumption of Risk and Independent Decision Making. Any business, financial, or operational decisions you make based on the data, forecasts, or insights generated by the AI Workforce (including the AI Analyst) are made strictly at your own risk. BookWell disclaims any liability for financial losses, missed opportunities, or adverse business outcomes resulting from decisions made in reliance on the Services.
User Accounts & Security
3.1 Account Creation.To access the Services, you must create an account. You are responsible for maintaining the confidentiality of your credentials. You agree to notify us immediately of any unauthorized use.
3.2 User Cyber Security Responsibility. You are solely responsible for maintaining the security of your systems, endpoints, and email accounts used to access BookWell. We strongly recommend implementing Multi-Factor Authentication (MFA). BookWell is not liable for any unauthorized access, fraudulent payments, or data breaches resulting from compromised user credentials, phishing attacks against your staff, or malware on your local devices.
Data, Bank Feeds, Payroll & Third-Party Permissions
4.1 License to Process & De-identify. By connecting your financial data, you grant BookWell a worldwide, royalty-free license to access, use, process, copy, display, and de-identify such data solely for the purpose of providing the Services, resolving support tickets, and training our localized "Context Graph."
4.2 Regulated Third-Party Infrastructure. To deliver core secure functionalities—such as Open Banking data aggregation and Single Touch Payroll (STP) processing—BookWell embeds technologies from regulated, Australian-accredited infrastructure partners. You expressly acknowledge and consent that BookWell will share relevant business and employee data with these Authorized Infrastructure Partners to execute your requested workflows.
For strict compliance with the Consumer Data Right (CDR) rules and the Privacy Act 1988 (Cth), the specific identities of our accredited banking and payroll infrastructure partners are detailed in our [Privacy Policy / Sub-processor Registry], which forms part of this Agreement. By using the Services, you explicitly authorize the transmission of data to these designated entities.
You acknowledge that we are not responsible for the availability or uninterrupted operation of these third-party systems.
4.3 CDR Business Consumer Warranty. By connecting bank feeds via our platform, you represent and warrant that you are a "CDR Business Consumer" as defined under the Competition and Consumer (Consumer Data Right) Rules 2020 and Part IVD of the Competition and Consumer Act 2010, and that you have the legal authority to share the connected financial data.
4.4 Employee Data Consent (Payroll). Where you use our AI Payroller services, you warrant that you have made all necessary disclosures to your employees and obtained all requisite consents under the Privacy Act 1988 (Cth) to allow BookWell and our Authorized Infrastructure Partners to process their Personal Information and Sensitive Information (including TFNs and Superannuation details) for payroll purposes.
Rules of Conduct & Prohibited Uses
You agree not to use the Services to:
Facilitate money laundering, tax evasion, or terrorist financing.
Process data that violates the privacy rights of third parties without consent.
Harass or threaten any person (including through automated emails sent via the "AI Manager").
Reverse engineer or attempt to discover the source code or underlying algorithms of the AI Agents.
Fees, Payment, and "Gifted" Services
6.1 Subscription Fees. Paid Services are provided according to our pricing page. We reserve the right to amend fees at any time, effective upon the next billing cycle.
6.2 Gratuitous & Bonus Services (The "No Compensation" Clause). From time to time, BookWell may offer "Beta," "Bonus," "Gifted," or "Free Tier" services (collectively, "Gratuitous Services") as part of a marketing campaign or loyalty program. YOU EXPRESSLY AGREE THAT:
No Cash Value: Gratuitous Services have no cash value and do not constitute a prepaid credit.
Automatic Termination: In the event that BookWell ceases operations, dissolves, enters liquidation, or discontinues a specific product line, all Gratuitous Services will terminate immediately.
No Compensation: You are not entitled to any refund, compensation, credit, or conversion to cash for any unused portion of Gratuitous Services upon such termination. This applies regardless of any prior marketing representations suggesting "Lifetime Access" or similar terms for these specific free components.
6.3 Disclosure of Commissions and Third-Party Fees. You acknowledge and expressly agree that BookWell may receive a commission, referral fee, rebate, or other financial benefits from third-party partners (such as payment gateways, lending institutions, insurance providers, or wealth management services) when you utilize our platform to pay bills, process transactions, or engage with these third-party services. These commissions are separate from your Subscription Fees and will not incur additional undisclosed charges to you unless explicitly stated at the point of transaction.
Intellectual Property
7.1 BookWell IP and Trademarks. The AI models, "Context Graph," algorithms, platform interface, text, graphics, and all underlying intellectual property are the exclusive property of BookWell (Finnovation Pty Ltd) or its respective licensors.
Furthermore, the name "BookWell," along with associated logos and brand features, are trademarks (including pending applications, such as TM No. 2623531 ) protected under Australian law and international treaties. You agree not to copy, imitate, or use our trademarks, in whole or in part, in any domain names, meta tags, or advertising without our prior written consent.
7.2 User IP. You retain ownership of your financial data and specific business documents uploaded to the platform.
Disclaimer of Warranties
THE SERVICES ARE PROVIDED "AS IS." TO THE FULLEST EXTENT PERMITTED BY AUSTRALIAN CONSUMER LAW, BOOKWELL DISCLAIMS ALL WARRANTIES. SPECIFICALLY, WE DO NOT WARRANT THAT:
THE "AI GUARDIAN" WILL CATCH EVERY FRAUDULENT TRANSACTION OR DUPLICATE BILL.
THE "AI ANALYST" PREDICTIONS (SUCH AS CASH FLOW SCENARIOS) WILL COME TRUE.
THE SERVICES WILL BE ERROR-FREE OR COMPLIANT WITH ALL TAX LAWS WITHOUT HUMAN REVIEW.
Limitation of Liability
9.1 Cap on Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BOOKWELL'S TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY YOU IN THE SIX (6) MONTHS PRECEDING THE CLAIM.
9.2 Exclusion of Consequential Damages. WE SHALL NOT BE LIABLE FOR INDIRECT DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, TAX PENALTIES INCURRED, BUSINESS INTERRUPTION, OR LOSSES ARISING FROM THIRD-PARTY CYBER-ATTACKS, RANSOMWARE, OR UNAUTHORIZED DATA EXFILTRATION, EVEN IF CAUSED BY AN ERROR IN OUR AI WORKFORCE OR A VULNERABILITY IN THE PLATFORM.
Indemnification
You agree to indemnify BookWell against all claims, damages, and legal fees arising from:
(i) your use of the Services;
(ii) any financial data you submit;
(iii) any email or communication sent by the Services on your behalf (e.g., via AI Manager), including any alleged breaches of the Spam Act 2003 (Cth) or defamation claims;
or (iv) any inaccurate, false, or unauthorized User Data or employee information you submit to the Platform that results in a claim against BookWell or its third-party infrastructure providers.
Termination
11.1 By You. You may terminate your account at any time.
11.2 By Us. We may terminate or suspend your access immediately, without prior notice or liability, for any reason, including breach of Terms.
11.3 Effect of Termination. Upon termination, your right to use the Services ceases. As stated in Section 6.2, no compensation is owed for any terminated Gratuitous Services.
Dispute Resolution & Arbitration
Any dispute shall be resolved by binding arbitration administered by the Australian Centre for International Commercial Arbitration (ACICA) in Sydney, Australia. You waive any right to participate in a class action.
Governing Law
This Agreement is governed by the laws of New South Wales, Australia.