Terms of Service.

1. Acceptance and the parties

These Terms of Service (the "Terms") form a binding agreement between:

• Ella Construction Group Pty Ltd (ABN 36 676 839 286), trading as Ella Works, of 83 Partridge Street, Glenelg South SA 5045 ("we", "us", "our"); and
• You — the trades business or the individual using the Services on behalf of a trades business (the "Customer").

By creating an account, accessing or using the Services, or clicking "I accept" (or equivalent) at signup, you confirm that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, and any plan-specific terms presented to you at the point of subscription. If you do not agree, do not use the Services.

If you are entering into these Terms on behalf of a company, partnership, trust, or other entity, you warrant that you have the authority to bind that entity, and "you" and "Customer" refer to that entity.

2. Definitions

• ACL means the Australian Consumer Law, being Schedule 2 of the Competition and Consumer Act 2010 (Cth).
• Customer Data means data uploaded to or generated within the Service by the Customer or its End-Users — including quotes, schedules, jobs, customers, sub-contractors, photos, documents, and messages.
• End-User means a homeowner, sub-contractor, employee, supplier, or other individual using a Customer's portal under the Customer's authority.
• Fees means the subscription fees and any other fees payable for the Services as set out at ellaworks.com.au/pricing or in a separate written agreement.
• Plan or Tier means the subscription level the Customer has selected (Trade Specialist, Multi-Trade Renovation, Residential Builder, Enterprise, or the standalone Hey Ella tiers).
• Service or Services means the Ella Works platform — including the marketing site at ellaworks.com.au, the customer-facing portal at portal.ellaconstructiongroup.com.au (and any future tenant-specific subdomains), the Hey Ella voice receptionist, the plugin marketplace, the customer and trade portals, AI features, and any related applications, APIs, and documentation we make available.
• Subprocessor means a third party we engage to process Customer Data on our behalf (for example, our hosting, database, email, voice, AI-model, and payment providers).

3. The Service

Ella Works is a multi-tenant Software-as-a-Service platform for Australian trades businesses, providing tools to quote, schedule, dispatch, invoice, take payment, manage sub-contractors, integrate supplier catalogues, and answer inbound calls via an AI voice receptionist (Hey Ella).

The Service is provided "as a service" — accessed via the internet, with software, data, and infrastructure hosted by us and our subprocessors. We retain full ownership of the underlying platform, code, models, design, and brand (see §12).

We may add, modify, or remove features over time. Where a change materially reduces the functionality of the Service, we will notify the Customer at least thirty (30) days in advance under §26.

4. Eligibility

You may use the Services only if:

• You are at least 18 years old, or the age of majority in your jurisdiction if higher;
• You are an Australian-registered business or you are using the Services on behalf of one (an ABN is generally required at signup);
• You have not previously been suspended or removed from the Services for a material breach;
• You are not a competitor evaluating the Services for the purpose of building a competing product, except with our prior written consent.

The Services are not intended for consumers acquiring goods or services for personal, domestic, or household use — they are a business-to-business platform. However, where the ACL applies notwithstanding (see §22), nothing in these Terms excludes, restricts, or modifies the consumer guarantees the ACL provides.

5. Account registration

To use the Services, you must create an account. You agree to:

• Provide true, accurate, current, and complete information at signup;
• Keep your login credentials confidential and not share them with anyone outside your authorised users;
• Take responsibility for all activity that occurs under your account, whether or not you authorised it, except to the extent caused by our breach of security;
• Notify us promptly at matt@ellaconstructiongroup.com.au if you suspect unauthorised access;
• Maintain a single account per business unless we agree otherwise in writing.

We may, at our discretion, refuse to open an account or terminate an account where the eligibility criteria in §4 are not met.

6. Free trial

We may offer a free trial period of fourteen (14) days on platform plans. During the trial:

• You will not be charged Fees;
• You may cancel at any time before the end of the trial without charge;
• If you do not cancel, your account will automatically convert to a paid subscription on the Plan you selected, and Fees will become payable on the date the trial ends;
• We will send you an email reminder before the trial ends.

The free trial is offered once per business. We reserve the right to refuse a trial where we reasonably suspect abuse (for example, a business creating multiple accounts to extend the trial).

The Hey Ella standalone tier does not include a free trial — Hey Ella is billed from the date of activation.

7. Subscription and billing

• Billing cycle: Plans are billed monthly in advance, unless an annual cycle has been agreed.
• Currency and tax: all Fees are in Australian dollars (AUD) and are exclusive of GST unless explicitly stated. We will issue tax invoices that comply with the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
• Payment method: Fees are charged automatically to the payment method you provide. We use Stripe as our payment processor; full card numbers are held by Stripe, not by us.
• Auto-renewal: subscriptions renew automatically at the end of each billing cycle until you cancel under §9.
• Failed payments: if a charge fails, we will retry the payment and notify you. If the failure is not resolved within fourteen (14) days, we may suspend the account under §19.
• Outstanding fees: overdue Fees accrue interest at the rate of 8% per annum (simple interest, calculated daily) until paid, where permitted by law.

8. Pricing

Current pricing is published at ellaworks.com.au/pricing. The plans available at the date of these Terms are:

• Hey Ella Starter: A$99 per month — standalone receptionist tier, available now.
• Hey Ella Pro / Crew: additional standalone tiers from A$249 per month.
• Trade Specialist: A$549 per month — single-trade platform tier (launching with the multi-tenant platform Q4 2026).
• Multi-Trade Renovation: A$999 per month — our flagship multi-trade tier (Q4 2026).
• Residential Builder: A$1,799 per month — for new-build and major-renovation businesses (Q4 2026).
• Enterprise: custom pricing for multi-state, franchise, or commercial fit-out customers.

Locked from launch. Customers who joined the early-bird waitlist on or before the launch date and who maintain a continuous active subscription will retain their launch-rate Fees for the life of the subscription, even where we increase published prices for new customers. We will give at least thirty (30) days' notice of any price increase that does apply to a Customer (for example, where a new Plan is selected).

The Hey Ella standalone tier is billed from the date of activation, with no minimum term.

9. Cancellation and refunds

• Cancel any time: there is no minimum-term lock-in. You may cancel your subscription at any time from your account settings or by emailing matt@ellaconstructiongroup.com.au.
• Effective date of cancellation: cancellation takes effect at the end of the current billing cycle. Your account remains active until that date.
• Pro-rata refunds: we do not generally provide pro-rata refunds for partial months on monthly subscriptions, except where required by law (including the ACL — see §22). On annual subscriptions, you may request a pro-rata refund of the unused months when you cancel.
• Refund mechanism: approved refunds are returned to the original payment method within ten (10) business days.
• Consumer guarantees: nothing in this clause limits any rights you have under the ACL, including the right to a refund where the Service has a major failure (see §22).

10. Acceptable use

You agree to use the Services only for lawful purposes and only as expressly permitted under these Terms. You will not:

• Use the Services in a way that breaches any applicable law (including consumer protection law, privacy law, anti-spam law, copyright law, defamation law, or building-industry licensing law);
• Send unsolicited commercial messages in breach of the Spam Act 2003 (Cth);
• Attempt to access another tenant's data, or any account, system, or data you are not authorised to access;
• Reverse-engineer, decompile, or attempt to derive the source code of the Services, except to the extent expressly permitted by law;
• Interfere with the security of the Services, introduce malware, attempt denial-of-service, or probe for vulnerabilities outside any responsible-disclosure programme we publish;
• Use the AI features of the Services to generate content that is misleading or deceptive (under the ACL), defamatory, infringing, or that impersonates a person without their consent;
• Use the Hey Ella receptionist to record calls in any state without complying with that state's recording-law requirements (see §14);
• Resell, sublicense, or commercially exploit the Services or any output of the Services to a third party, except as expressly permitted by your Plan;
• Remove, obscure, or alter any proprietary notices on the Services or any output the Services produce.

We may investigate and take appropriate action — including suspension under §19 or termination under §20 — for suspected breaches of this clause.

11. Customer Data

You own your Customer Data. As between you and us, you retain all right, title, and interest in and to Customer Data.

You grant us a non-exclusive, worldwide, royalty-free licence to host, store, process, transmit, display, and back up Customer Data, solely to the extent necessary to provide the Services to you, comply with our legal obligations, or enforce these Terms.

You warrant that:

• You have all necessary rights, consents, and authorisations to upload Customer Data and to authorise our processing of it;
• Customer Data does not infringe any third party's intellectual property, privacy, or contractual rights;
• Where Customer Data includes personal information of End-Users (your customers, sub-contractors, employees), you have provided those End-Users with appropriate notice and obtained any consents required under the Privacy Act 1988 (Cth) and other applicable law;
• Customer Data does not contain malware, illegal content, or content that is otherwise harmful.

You are responsible for the accuracy and quality of Customer Data. We are not responsible for verifying its accuracy, except to the extent the Services include automated validation features.

12. Our intellectual property

We retain all right, title, and interest in and to the Services — including all code, software, models, designs, user interfaces, documentation, the "Ella" and "Ella Works" names and logos, and all related intellectual property. Nothing in these Terms transfers ownership of our intellectual property to you.

Subject to your compliance with these Terms and payment of the Fees, we grant you a non-exclusive, non-transferable, revocable licence to access and use the Services during the term of your subscription, solely for your internal business purposes.

You may not:

• Copy, modify, or create derivative works of the Services;
• Distribute, sell, sublicense, lease, or transfer the Services;
• Use the Services to build a competing product;
• Use our brand, logos, or trade marks without our prior written consent.

If you provide us with feedback, suggestions, or improvement ideas about the Services, you grant us a perpetual, irrevocable, royalty-free, transferable licence to use, modify, and incorporate that feedback into the Services without obligation to you.

13. Plugin Marketplace

The Service includes a plugin marketplace. Plugins fall into two categories:

• First-party plugins, which we develop and operate. These are governed by these Terms and our Privacy Policy.
• Third-party plugins (planned for a future phase), which are developed by external providers and made available through the marketplace. Each third-party plugin is governed by the third party's own terms, which you must accept separately at the point of installation. We are not responsible for third-party plugins, do not warrant their performance or compliance, and may remove them from the marketplace at any time.

Where a plugin requires access to Customer Data or to a third-party service (for example, a Google Calendar OAuth scope, a Stripe payment connection, a supplier-pack API key), you authorise the necessary connection at the time of plugin installation. You may revoke that authorisation at any time, although doing so may stop the plugin from functioning.

14. Hey Ella receptionist

The Hey Ella voice receptionist answers inbound calls on the Customer's behalf, generating responses with an AI language model based on the Customer's configuration.

The Customer is solely responsible for:

• Configuring Hey Ella appropriately for the Customer's business and ensuring the configured responses are accurate and not misleading or deceptive;
• Reviewing and approving the response templates Hey Ella uses;
• Ensuring that Hey Ella's use complies with the call-recording laws of every Australian state in which the Customer's calls may be answered, including (where applicable) two-party consent requirements;
• Notifying callers that the call is being recorded — our default opening line is designed to satisfy two-party consent obligations, but the Customer remains responsible for verifying it is sufficient under local law;
• Reviewing call recordings, transcripts, and lead routing for accuracy.

Hey Ella will from time to time produce inaccurate, incomplete, or unexpected responses. The Customer agrees to monitor the Service and to use reasonable judgement before relying on Hey Ella output, particularly for quotes, scheduling commitments, and pricing. We make no warranty that Hey Ella will be free from error.

Audio recordings are retained for ninety (90) days and then deleted automatically (see Privacy Policy §10 and §14).

15. Confidentiality

Each party may receive Confidential Information from the other in connection with the Services. Confidential Information means non-public information that is identified as confidential or that a reasonable recipient would understand to be confidential — including business plans, customer lists, pricing, financial information, source code, security details, and the contents of the Services.

Each party agrees to:

• Use the other party's Confidential Information only as necessary to perform under these Terms;
• Disclose it only to those of its personnel and advisers who have a need to know and who are bound by equivalent confidentiality obligations;
• Protect it with at least the same care it uses for its own confidential information of similar importance, and no less than reasonable care.

Confidential Information does not include information that: (a) is or becomes public through no breach of these Terms; (b) was lawfully known to the recipient before disclosure; (c) is independently developed without reference to the other party's Confidential Information; or (d) is required to be disclosed by law, court order, or regulator (in which case the recipient must give the discloser prompt notice where lawful).

16. Privacy and data handling

Our handling of personal information is governed by our Privacy Policy, which is incorporated by reference into these Terms. By using the Services, you acknowledge our collection, use, and disclosure of personal information consistent with that Policy.

Where you act as a controller of personal information of End-Users, and we act as a processor on your behalf, you are responsible for ensuring you have a lawful basis for the processing and have provided appropriate notices to the End-Users.

17. Multi-tenant data isolation

The Services are multi-tenant. We implement logical isolation between tenants at the application and database layer, including row-level security and per-tenant access scopes. We commit to:

• Not access Customer Data, except to provide support (with your consent or at your request), to investigate a security incident, to enforce these Terms, or to comply with our legal obligations;
• Maintain audit logs of any internal access to Customer Data;
• Not use Customer Data to train, tune, or improve our AI models or any third-party AI model, except where you have explicitly opted in to such use.

18. Service levels and support

We aim to keep the Services available 99.5% of the time, calculated on a rolling 30-day basis and excluding scheduled maintenance windows announced at least 48 hours in advance and force-majeure events.

Service-level commitments stated in this clause are an aspirational target, not a contractual SLA, in v1 of the Service. Where you require a contractual SLA with service credits, an Enterprise Plan is available and we will agree the SLA terms in writing.

Standard support is available by email at matt@ellaconstructiongroup.com.au during Australian business hours. Response targets:

• Critical (Service unavailable): within 4 hours during business hours.
• Major (a feature is materially broken): within 1 business day.
• Minor and general queries: within 3 business days.

19. Suspension

We may suspend the Customer's access to the Services, in whole or in part, where:

• Fees remain unpaid for fourteen (14) days after the original due date;
• We reasonably believe the Customer is in breach of §10 (Acceptable use);
• We reasonably believe Customer Data or Customer activity poses a security risk to us, our subprocessors, or other Customers;
• We are required to do so by law, court order, or regulator.

We will give the Customer reasonable notice of suspension where it is safe and lawful to do so. We will lift the suspension as soon as the cause has been addressed.

Suspension does not relieve the Customer of the obligation to pay accrued Fees. We are not liable for losses caused by a suspension that we lawfully impose under this clause.

20. Termination and data export

Termination by the Customer: the Customer may terminate the subscription at any time under §9.

Termination by us for cause: we may terminate immediately, by written notice, where:

• The Customer materially breaches these Terms and (where the breach is capable of remedy) does not remedy the breach within thirty (30) days of written notice;
• The Customer becomes insolvent, is wound up, has a controller appointed, or enters into a scheme of arrangement with creditors;
• We are required to terminate by law or regulator.

Termination by us for convenience: we may terminate by giving the Customer at least sixty (60) days' written notice. Where we do so, we will refund any prepaid Fees for the unused portion of the subscription.

Effect of termination: on termination, the Customer's right to access the Services ceases. The Customer may export Customer Data in a machine-readable format for thirty (30) days following termination. After thirty (30) days, we may delete Customer Data, subject to our legal retention obligations described in the Privacy Policy.

Clauses that by their nature survive termination — including §11 (Customer Data ownership), §12 (Our IP), §15 (Confidentiality), §22 (ACL), §23 (Limitation of liability), §24 (Indemnities), §28 (Governing law), §29 (Dispute resolution), and §30 (General provisions) — survive termination.

21. Warranties

We warrant that we will provide the Services with reasonable care and skill and substantially in accordance with the Service description published at ellaworks.com.au at the date of subscription.

Other than the warranties expressly set out in these Terms or implied by law (including the consumer guarantees described in §22), and to the maximum extent permitted by law, we exclude all warranties, conditions, and representations of any kind in connection with the Services, whether express, implied, statutory, or otherwise, including any implied warranty of merchantability, fitness for a particular purpose, accuracy, or non-infringement.

You acknowledge that the Services are provided over the internet and that we cannot guarantee uninterrupted availability, the absence of bugs or errors, or the suitability of the Services for any particular purpose.

22. Australian Consumer Law

Certain rights and remedies under the ACL cannot be excluded, restricted, or modified.

Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy that you may have under the ACL or any other law that cannot lawfully be excluded, restricted, or modified. If a provision of these Terms purports to do so, that provision is to be read down to the minimum extent necessary, and the balance of the Terms continues in force.

To the extent the Services are supplied to you as a "consumer" within the meaning of the ACL, and where permitted under section 64A of the ACL (services not of a kind ordinarily acquired for personal, domestic, or household use or consumption), our liability for failure to comply with a consumer guarantee is limited, at our option, to:

• Resupplying the Services; or
• Paying the cost of having the Services resupplied.

23. Limitation of liability

Subject to §22 and to any other liability that cannot be excluded under applicable law:

(a) Indirect losses excluded. To the maximum extent permitted by law, we are not liable for any indirect, consequential, special, incidental, exemplary, or punitive loss or damage, or for any loss of profits, loss of revenue, loss of business, loss of opportunity, loss of goodwill, loss of contracts, loss of anticipated savings, or loss or corruption of data, whether arising in contract, tort (including negligence), under statute, or otherwise.

(b) Aggregate cap. Our total aggregate liability to you in connection with these Terms or the Services, however arising, is capped at the total Fees paid by you under these Terms in the twelve (12) month period immediately preceding the event giving rise to the liability. For Customers in their first twelve months, the cap is the total Fees paid to date, with a minimum of A$500 where Fees paid are less than A$500.

(c) Customer responsibility. You acknowledge that we have set the Fees on the basis of, and in reliance on, the limitation of liability in this clause. You are responsible for taking your own backups of Customer Data, even though we operate routine backups for service-continuity purposes.

Nothing in this §23 limits your obligation to pay Fees that have accrued and become payable.

24. Indemnities

Customer indemnity. You will indemnify us against any third-party claim, loss, liability, cost, or expense (including reasonable legal costs) arising from:

• Your breach of §10 (Acceptable use), §11 (Customer Data warranties), §14 (Hey Ella obligations), or any law in connection with your use of the Services;
• Customer Data infringing a third party's rights or breaching the privacy of any End-User where you have not provided appropriate notice or obtained consent;
• Your use of any third-party plugin, integration, or external service in conjunction with the Services.

Our IP indemnity. Subject to §23, we will indemnify you against any third-party claim that the Services, as supplied by us, infringe the intellectual property rights of that third party in Australia. Our indemnity does not apply to: (a) claims arising from Customer Data; (b) claims arising from your modification of the Services or use of the Services in combination with anything we did not supply; (c) third-party plugins; or (d) where the use of the Services was not in accordance with these Terms.

Each party's right to indemnification is conditional on the indemnified party giving the indemnifier prompt written notice of the claim, allowing the indemnifier to control the defence and any settlement, and reasonably co-operating with the defence.

25. Force majeure

Neither party is liable for any failure or delay in performance (other than a payment obligation) caused by circumstances beyond its reasonable control, including acts of nature, fire, flood, pandemic, war, riot, civil unrest, government action, internet or telecommunications failure outside the party's control, or failure of a critical subprocessor we cannot reasonably substitute. The affected party will notify the other promptly and use reasonable efforts to mitigate. If the force-majeure event continues for more than sixty (60) consecutive days, either party may terminate by written notice.

26. Changes to these Terms

We may amend these Terms from time to time. For changes that materially reduce your rights or materially increase your obligations, we will give you at least thirty (30) days' written notice (typically by email to the account email address, with notice on the website). Continued use of the Services after the effective date of the amendment constitutes your acceptance of the amended Terms.

If you do not agree to a material amendment, you may terminate your subscription before the effective date of the amendment by emailing matt@ellaconstructiongroup.com.au; we will refund the unused portion of any prepaid Fees on a pro-rata basis.

For changes that do not materially reduce your rights — including security improvements, bug fixes, clarifications, and changes required by law — we may amend the Terms with notice on the website only.

27. Notices

Notices to us must be sent to matt@ellaconstructiongroup.com.au or by post to the registered address in §1. Notices to you may be given by email to the address associated with your account, by in-product notification, or by posting on the website. Email notices are deemed received on the day sent (if sent during business hours) or the next business day (otherwise).

28. Governing law

These Terms are governed by the laws of South Australia and the laws of the Commonwealth of Australia applicable in South Australia. Each party submits to the non-exclusive jurisdiction of the courts of South Australia and the courts of appeal from them.

Notwithstanding the foregoing, where a Customer is located in another Australian state and the consumer-protection laws of that state confer rights that cannot lawfully be displaced by choice of law, those rights are preserved.

29. Dispute resolution

Before commencing court proceedings (other than for urgent injunctive relief or to recover unpaid Fees), the parties will attempt in good faith to resolve any dispute arising under these Terms by:

1. Written notice. The party raising the dispute will give the other party a written notice describing the dispute and the desired resolution.
2. Negotiation. Senior representatives of each party will meet (in person or by video) within fifteen (15) business days of the notice to negotiate in good faith.
3. Mediation. If the negotiation does not resolve the dispute within thirty (30) days of the notice, either party may refer the dispute to mediation administered by the Resolution Institute (or another mediator agreed in writing) under the Resolution Institute's mediation rules. The seat of the mediation is Adelaide, South Australia. Each party bears its own costs of the mediation, and the mediator's fees are shared equally.
4. Litigation. If mediation does not resolve the dispute within sixty (60) days of referral, either party may commence proceedings in the courts of South Australia.

30. General provisions

• Entire agreement. These Terms, the Privacy Policy, and any plan-specific terms presented at signup constitute the entire agreement between the parties about the subject matter and supersede all prior agreements, representations, and understandings.
• Severability. If a provision of these Terms is held invalid or unenforceable, that provision is severed to the minimum extent necessary, and the balance continues in force.
• Waiver. A failure or delay by either party to enforce any provision is not a waiver of that provision or of any future enforcement.
• Assignment. You may not assign or novate your rights under these Terms without our prior written consent. We may assign or novate to an affiliate or to an acquirer of all or substantially all of our business, with notice to you.
• Independent contractors. The parties are independent contractors. Nothing in these Terms creates an employment, partnership, joint venture, or agency relationship.
• No third-party rights. A person who is not a party to these Terms has no right to enforce them.
• Counterparts and electronic acceptance. Acceptance by clicking, signup, or continued use is treated as a valid signature for the purpose of forming this agreement.

31. Contact

For questions about these Terms:

• Email: matt@ellaconstructiongroup.com.au
• Phone: (08) 7228 6801
• Post: Ella Construction Group Pty Ltd, 83 Partridge Street, Glenelg South SA 5045, Australia

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Document status: v1.0 DRAFT, authored 10 May 2026 by the Ella Works engineering team against the Australian Consumer Law (ACL), the Privacy Act 1988 (Cth), and standard AU SaaS subscription-agreement structure. Limitation of liability is capped at twelve months of Fees consistent with widely-used AU SaaS practice; ACL consumer guarantees are preserved. This Agreement is subject to review and amendment by an SA-admitted commercial lawyer prior to the launch of the paid multi-tenant platform.