Last updated: 28 March 2026
Effective Date: 1 March 2026
These Terms of Service ("Terms", "Agreement") constitute a legally binding agreement between ZooYak Pty Ltd (ABN [TO BE PROVIDED]), a company registered in New South Wales, Australia("ZooYak", "we", "us", "our"), and the entity or person agreeing to these Terms ("Customer", "you", "your"). By accessing or using the ZooYak platform, you acknowledge that you have read, understood, and agree to be bound by these Terms.
If you are entering into these Terms on behalf of an organisation, you represent and warrant that you have the authority to bind that organisation to these Terms, and references to "Customer" shall include that organisation.
In these Terms, unless the context otherwise requires:
Subject to Customer's compliance with these Terms and payment of all applicable fees, ZooYak grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Service during the Subscription Term solely for Customer's internal business purposes in accordance with the applicable Subscription Tier and Documentation.
The Service is provided as a software-as-a-service (SaaS) offering. These Terms do not convey any title or ownership interest in the Service to Customer. Nothing in these Terms constitutes a sale of software. Customer does not acquire any right to access, receive, or use the source code of the Service.
Customer must register an account to use the Service. Customer is responsible for maintaining the confidentiality of its account credentials and for all activities that occur under its account. Customer must promptly notify ZooYak of any unauthorised use of its account or any other breach of security.
Customer may permit Authorised Users to access the Service in accordance with these Terms. Customer is responsible for ensuring that all Authorised Users comply with these Terms and is liable for all acts and omissions of its Authorised Users as if they were the acts and omissions of Customer.
Features available to Customer depend on the selected Subscription Tier. ZooYak reserves the right to modify, add, or remove features from any tier with at least 30 days' prior written notice. Material reductions in functionality shall entitle Customer to terminate in accordance with Section 12.
Customer shall:
Customer is solely responsible for ensuring that its use of the Service complies with all Applicable Law, including without limitation:
Customer shall not, and shall not permit any Authorised User to:
As between ZooYak and Customer, Customer retains all right, title, and interest (including all Intellectual Property Rights) in and to Customer Data. These Terms do not grant ZooYak any ownership rights in Customer Data.
Customer grants ZooYak a limited, non-exclusive, worldwide, royalty-free licence to use, copy, store, transmit, display, and process Customer Data solely as necessary to: (a) provide, maintain, and improve the Service; (b) provide technical support to Customer; (c) prevent or address security, technical, or service issues; and (d) comply with Applicable Law or a binding order of a governmental body. This licence terminates upon deletion of Customer Data in accordance with these Terms.
ZooYak may generate aggregated, anonymised, and de-identified data derived from Customer Data that does not identify Customer or any individual ("Aggregated Data"). ZooYak may use Aggregated Data for any lawful purpose, including analytics, benchmarking, and improvement of the Service. Customer acknowledges that Aggregated Data is not Customer Data for the purposes of these Terms.
ZooYak processes Personal Information on behalf of the Customer in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles (APPs). The terms on which ZooYak processes Personal Information are set out in the Data Processing Agreement ("DPA"), which is incorporated by reference into these Terms. The DPA is available at zooyak.com/legal/dpa.
If ZooYak becomes aware of a confirmed unauthorised access to, or acquisition, use, or disclosure of, Customer Data ("Data Breach"), ZooYak will notify Customer without undue delay and in any event within 48 hours of confirming the Data Breach. Such notification will describe the nature of the Data Breach, the categories and approximate number of records affected (where known), the likely consequences, and the measures taken or proposed to address the Data Breach.
Customer may export Customer Data at any time during the Subscription Term using the export features available in the Service. Upon cancellation or expiration of these Terms, Customer shall have a period of thirty (30) days during which it may export Customer Data via the data export portal. ZooYak will send reminder notifications at regular intervals during this period. After the expiry of this 30-day period, ZooYak shall permanently delete all Customer Data in accordance with its standard data deletion procedures.
Customer Record-Keeping Responsibility: Customer acknowledges that as the employer of security personnel, Customer may be subject to record-keeping obligations under Applicable Law, including but not limited to the Fair Work Act 2009 (Cth) (which requires retention of employee records for seven years) and applicable taxation legislation. ZooYak does not retain Customer Data beyond the 30-day post-cancellation period and is not responsible for Customer's compliance with statutory record-keeping obligations. Customer is solely responsible for exporting and retaining any data required to meet its legal obligations prior to the expiry of the 30-day export period.
The Service operates a multi-tenant architecture in which each Customer's data is logically separated from that of other customers. ZooYak will maintain appropriate technical and organisational measures to ensure the security and isolation of Customer Data within the multi-tenant environment.
Customer shall pay the subscription fees applicable to its selected Subscription Tier ("Fees") as set out on the ZooYak pricing page, in an Order Form, or as otherwise agreed in writing. Fees are based on the Subscription Tier, the number of Sites, and any per-site tier upgrades.
The Service operates on a pay-as-you-go model. Fees are calculated based on actual usage (guard hours worked, active sites, and applicable tier rates) during each 28-day Billing Cycle (13 Billing Cycles per year). Invoices are generated at the end of each Billing Cycle for usage incurred during that cycle. The first Billing Cycle commences on the date Customer first subscribes to a paid Subscription Tier. Customer is only charged for actual usage during the Billing Cycle, including partial cycles at commencement or termination.
All Fees are denominated in Australian Dollars (AUD) unless otherwise agreed in writing. All Fees are exclusive of Goods and Services Tax ("GST"). GST at the applicable rate (currently 10%) will be added to all taxable supplies. ZooYak will issue tax invoices compliant with the A New Tax System (Goods and Services Tax) Act 1999 (Cth). Customer is responsible for all other taxes, duties, and levies imposed on Customer in connection with these Terms.
Customer shall provide a valid payment method (credit card or direct debit) and authorise ZooYak to charge such payment method for all Fees when due. Payments are processed via our third-party payment processor (currently Stripe). Customer agrees to the applicable terms of the payment processor. Invoiced customers (where agreed) shall pay within 30 days of the invoice date.
If Customer fails to make any payment when due, ZooYak may, without prejudice to any other right or remedy, charge interest on the overdue amount at the rate of 1.5% per month (or the maximum rate permitted by Applicable Law, whichever is lower), calculated daily from the due date until payment is received in full. Customer shall also reimburse ZooYak for all reasonable costs and expenses (including legal fees) incurred in collecting overdue amounts.
If any payment remains overdue for more than 14 days after its due date, ZooYak may, upon written notice to Customer, suspend Customer's access to the Service until all overdue amounts (including accrued interest) are paid in full. Suspension does not relieve Customer of its obligation to pay all outstanding Fees.
The subscription will automatically renew at the end of each Billing Cycle at the then-current Fees unless: (a) Customer cancels its subscription by providing notice at least 7 days before the end of the current Billing Cycle; or (b) either party terminates these Terms in accordance with Section 12. ZooYak will provide Customer with at least 30 days' notice before any renewal at increased Fees.
ZooYak may change the Fees at any time by providing Customer with at least 30 days' prior written notice. Fee changes will take effect at the start of the next Billing Cycle following the notice period. If Customer does not agree to a fee increase, Customer may terminate these Terms by providing written notice before the fee increase takes effect, and such termination will be effective at the end of the current Billing Cycle without early termination penalty or fees.
Except as otherwise expressly provided in these Terms, or as required by the Australian Consumer Law or other Applicable Law, all Fees are non-refundable. Nothing in this Section limits any remedy available to Customer under the Australian Consumer Law.
New Customers may be eligible for onboarding credits as described on the ZooYak website. Onboarding credits are applied as account credits against future Fees, are non-transferable, have no cash value, and expire 12 months after issuance. ZooYak reserves the right to modify or discontinue the onboarding credit programme at any time.
ZooYak and its licensors retain all right, title, and interest (including all Intellectual Property Rights) in and to the Service, the platform, the Mobile App, the Documentation, and all underlying technology, software, algorithms, user interfaces, templates, and know-how ("ZooYak IP"). Except for the limited licence expressly granted in Section 2.1, no right, title, or interest in any ZooYak IP is granted to Customer.
Customer and its licensors retain all right, title, and interest (including all Intellectual Property Rights) in and to Customer Data. Except for the limited licence expressly granted in Section 4.2, no right, title, or interest in any Customer Data is granted to ZooYak.
If Customer provides ZooYak with suggestions, ideas, enhancement requests, recommendations, or other feedback relating to the Service ("Feedback"), Customer grants ZooYak a non-exclusive, worldwide, royalty-free, fully paid-up, sublicensable licence to use, reproduce, modify, and incorporate such Feedback into the Service and ZooYak's other products and services, without attribution or compensation to Customer. This licence survives termination of these Terms. For the avoidance of doubt, this licence is non-exclusive and does not restrict Customer's ability to use its own Feedback for any purpose.
Except as expressly stated in these Terms, neither party grants the other any licence or right, whether by implication, estoppel, or otherwise, under any Intellectual Property Rights.
Each party (as Recipient) agrees to: (a) hold the Discloser's Confidential Information in strict confidence; (b) not disclose the Discloser's Confidential Information to any third party except as expressly permitted in these Terms; and (c) use the Discloser's Confidential Information only for the purpose of exercising its rights and performing its obligations under these Terms. The Recipient shall protect the Discloser's Confidential Information using at least the same degree of care it uses to protect its own Confidential Information of like kind, but in no event less than reasonable care.
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Recipient; (b) was rightfully known to the Recipient before disclosure by the Discloser, without restriction on disclosure; (c) is independently developed by the Recipient without use of or reference to the Discloser's Confidential Information; or (d) is rightfully received by the Recipient from a third party without restriction on disclosure and without breach of any obligation of confidentiality.
The Recipient may disclose Confidential Information: (a) to its employees, officers, directors, contractors, and professional advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in these Terms; and (b) as required by Applicable Law, regulation, or order of a court or governmental body, provided that the Recipient gives the Discloser prompt written notice (where legally permitted) to enable the Discloser to seek a protective order or other appropriate remedy.
The obligations under this Section 7 shall survive termination or expiration of these Terms for a period of three (3) years.
ZooYak will implement and maintain reasonable administrative, technical, and physical security measures designed to protect Customer Data against unauthorised access, destruction, use, modification, or disclosure. These measures include, without limitation:
ZooYak is committed to achieving and maintaining SOC 2 Type II compliance. Information about ZooYak's current compliance certifications and security posture is available upon reasonable request subject to appropriate confidentiality obligations.
ZooYak uses third-party sub-processors to assist in providing the Service. A current list of sub-processors is available in our Data Processing Agreement and upon request by contacting privacy@zooyak.com. ZooYak will provide Customer with at least 30 days' prior notice before engaging a new sub-processor or materially changing the scope of an existing sub-processor's engagement. If Customer has a reasonable objection to a new sub-processor based on data protection grounds, the parties will discuss the objection in good faith. If the parties are unable to resolve the objection within 30 days, Customer may terminate these Terms by providing written notice, and ZooYak will refund any prepaid Fees for the remaining portion of the then-current Billing Cycle.
Customer Data is primarily stored and processed in Australia (Sydney data centres). ZooYak will not transfer Customer Data outside Australia without Customer's prior consent, except where such transfer is necessary for the provision of the Service (for example, content delivery networks or third-party sub-processors) and appropriate safeguards are in place as required by Applicable Law.
Nothing in these Terms excludes, restricts, or modifies any consumer guarantee under the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) or any other applicable consumer protection law that cannot be excluded, restricted, or modified by agreement.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND SUBJECT TO SECTION 9.1, THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. ZOOYAK MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, OR QUIET ENJOYMENT. ZOOYAK DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT DEFECTS WILL BE CORRECTED.
CUSTOMER ASSUMES ALL RESPONSIBILITY FOR DETERMINING WHETHER THE SERVICE IS SUITABLE FOR CUSTOMER'S INTENDED PURPOSES AND FOR SELECTING THE SERVICE TO ACHIEVE CUSTOMER'S INTENDED RESULTS. ZOOYAK SHALL HAVE NO LIABILITY FOR CUSTOMER'S USE OF THE SERVICE FOR PURPOSES OTHER THAN THOSE FOR WHICH THE SERVICE WAS DESIGNED.
ZOOYAK DOES NOT WARRANT THAT THE SERVICE WILL ENABLE CUSTOMER TO COMPLY WITH ANY SPECIFIC LAW, REGULATION, INDUSTRY STANDARD, OR REGULATORY REQUIREMENT. CUSTOMER IS SOLELY RESPONSIBLE FOR INDEPENDENTLY VERIFYING THAT ITS USE OF THE SERVICE, AND ITS OVERALL BUSINESS OPERATIONS, COMPLY WITH ALL APPLICABLE LAW.
Nothing in this Section 10 excludes, restricts, or modifies any liability that cannot be excluded, restricted, or modified under the Australian Consumer Law or other Applicable Law.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND SUBJECT TO SECTION 10.1, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITIES, BUSINESS INTERRUPTION, LOSS OF GOODWILL, OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE), AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND SUBJECT TO SECTIONS 10.1 AND 10.4, EACH PARTY'S TOTAL AGGREGATE LIABILITY TO THE OTHER PARTY UNDER OR IN CONNECTION WITH THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY CUSTOMER TO ZOOYAK IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. WHERE CUSTOMER HAS PAID NO FEES IN SUCH PERIOD, ZOOYAK'S AGGREGATE LIABILITY SHALL NOT EXCEED ONE HUNDRED AUSTRALIAN DOLLARS (AUD $100).
The limitations set forth in Sections 10.2 and 10.3 shall not apply to either party's liability arising from:
WITHOUT LIMITING THE GENERALITY OF SECTIONS 10.2 AND 10.3, AND SUBJECT TO SECTION 10.1, ZOOYAK SHALL NOT BE LIABLE FOR:
THE SERVICE IS A WORKFORCE MANAGEMENT TOOL AND DOES NOT REPLACE PROFESSIONAL SECURITY JUDGMENT, PHYSICAL SECURITY MEASURES, SECURITY RISK ASSESSMENTS, OR EMERGENCY SERVICES. ZOOYAK IS NOT A SECURITY PROVIDER AND DOES NOT MONITOR OR RESPOND TO SECURITY INCIDENTS, ALARMS, OR EMERGENCIES. ZOOYAK IS NOT RESPONSIBLE FOR THE PHYSICAL SAFETY OF ANY PERSON OR THE SECURITY OF ANY PROPERTY. CUSTOMERS MUST ESTABLISH, MAINTAIN, AND FOLLOW THEIR OWN SAFETY PROTOCOLS, EMERGENCY PROCEDURES, INCIDENT RESPONSE PLANS, AND PHYSICAL SECURITY MEASURES ENTIRELY INDEPENDENT OF THE SERVICE. THE SERVICE DOES NOT GUARANTEE THAT GUARDS WILL BE PRESENT AT, OR WILL ADEQUATELY PERFORM THEIR DUTIES AT, ANY SITE. RELIANCE ON THE SERVICE DOES NOT REDUCE OR DISCHARGE CUSTOMER'S OWN SECURITY OBLIGATIONS.
NOTIFICATIONS, ALERTS, AND COMMUNICATIONS DELIVERED THROUGH THE SERVICE (INCLUDING BUT NOT LIMITED TO SOS ALERTS, WELFARE CHECK NOTIFICATIONS, SHIFT REMINDERS, INCIDENT ALERTS, AND PUSH NOTIFICATIONS TO MOBILE DEVICES) ARE PROVIDED ON A BEST-EFFORT BASIS. ZOOYAK DOES NOT GUARANTEE THAT ANY NOTIFICATION WILL BE DELIVERED, RECEIVED, OR READ WITHIN ANY SPECIFIC TIMEFRAME OR AT ALL. NOTIFICATION DELIVERY DEPENDS ON FACTORS OUTSIDE ZOOYAK'S CONTROL, INCLUDING BUT NOT LIMITED TO: MOBILE DEVICE CONNECTIVITY, DEVICE NOTIFICATION SETTINGS, OPERATING SYSTEM RESTRICTIONS ON BACKGROUND PROCESSES, THIRD-PARTY PUSH NOTIFICATION SERVICE AVAILABILITY (SUCH AS APPLE PUSH NOTIFICATION SERVICE AND GOOGLE FIREBASE CLOUD MESSAGING), INTERNET CONNECTIVITY, AND TELECOMMUNICATIONS INFRASTRUCTURE.
CUSTOMER MUST NOT RELY SOLELY ON THE SERVICE'S NOTIFICATION FEATURES AS THE EXCLUSIVE MEANS OF COMMUNICATING SAFETY-CRITICAL INFORMATION, EMERGENCY ALERTS, OR TIME-SENSITIVE OPERATIONAL MESSAGES. CUSTOMER IS RESPONSIBLE FOR MAINTAINING INDEPENDENT, REDUNDANT COMMUNICATION CHANNELS (SUCH AS DIRECT TELEPHONE CONTACT, TWO-WAY RADIO SYSTEMS, OR OTHER BACKUP COMMUNICATION METHODS) FOR ALL SAFETY-CRITICAL AND EMERGENCY COMMUNICATIONS. ZOOYAK SHALL HAVE NO LIABILITY FOR ANY LOSS, INJURY, DAMAGE, OR CLAIM ARISING FROM THE DELAYED DELIVERY, NON-DELIVERY, OR FAILURE OF ANY NOTIFICATION SENT THROUGH THE SERVICE.
Each party acknowledges that the other party has entered into these Terms in reliance upon the limitations of liability and the disclaimers of warranties set forth herein, which allocate risk between the parties and form an essential basis of the bargain between them. The Fees reflect this allocation of risk.
ZooYak shall defend, indemnify, and hold harmless Customer and its officers, directors, employees, and agents from and against any third-party claim, action, or proceeding alleging that Customer's authorised use of the Service infringes any Australian patent, copyright, or trade mark of a third party ("IP Claim"), and shall pay all damages finally awarded against Customer (or amounts agreed in settlement) with respect to such IP Claim. If the Service becomes, or in ZooYak's reasonable opinion is likely to become, the subject of an IP Claim, ZooYak may, at its sole option and expense: (a) procure the right for Customer to continue using the Service; (b) replace or modify the Service so that it becomes non-infringing without material degradation of functionality; or (c) if neither (a) nor (b) is commercially practicable, terminate Customer's subscription and refund any prepaid Fees for the remaining portion of the then-current Billing Cycle.
ZooYak shall have no obligation under Section 11.1 to the extent an IP Claim arises from: (a) Customer Data; (b) modification of the Service by anyone other than ZooYak; (c) combination of the Service with products, services, or technology not provided by ZooYak; (d) use of the Service in violation of these Terms or the Documentation; or (e) use of other than the then-current version of the Service where the infringement would have been avoided by use of the current version.
Customer shall defend, indemnify, and hold harmless ZooYak and its officers, directors, employees, and agents from and against any third-party claim, action, or proceeding arising from or relating to:
Customer shall pay all damages finally awarded against ZooYak (or amounts agreed in settlement) with respect to such claims.
The indemnified party shall: (a) give the indemnifying party prompt written notice of any claim (provided that failure to give prompt notice shall not relieve the indemnifying party of its obligations except to the extent it is materially prejudiced by such failure); (b) grant the indemnifying party sole control of the defence and settlement of the claim (provided that the indemnifying party shall not settle any claim that requires the indemnified party to admit fault, pay money, or take or refrain from taking any action without the indemnified party's prior written consent, not to be unreasonably withheld); and (c) provide the indemnifying party with all reasonable assistance and cooperation at the indemnifying party's expense.
ZooYak may suspend Customer's access to the Service, immediately or upon notice as specified below, in the following circumstances:
ZooYak will use reasonable efforts to provide advance notice of suspension where practicable and to limit the scope and duration of any suspension to what is reasonably necessary. Suspension does not relieve Customer of its payment obligations.
Either party may terminate these Terms at any time for any reason or no reason. Cancellation by Customer takes effect immediately upon submission of the cancellation request through the Service. Upon cancellation, ZooYak will generate a final invoice for all usage incurred up to the date and time of cancellation. As the Service operates on a pay-as-you-go model, Customer is only charged for actual usage and no refunds are applicable. Customer retains access to the data export portal for a period of thirty (30) days following cancellation (see Section 4.6).
Either party may terminate these Terms immediately upon written notice to the other party if:
Customer may terminate these Terms without penalty if Customer does not agree to a fee increase, as set out in Section 5.8.
Customer may terminate these Terms without penalty if ZooYak materially reduces the functionality available under Customer's Subscription Tier, as set out in Section 2.5.
Upon termination or expiration of these Terms:
The following Sections shall survive termination or expiration of these Terms: Section 1 (Definitions), Section 4 (Customer Data and Ownership), Section 5 (to the extent of accrued payment obligations), Section 6 (Intellectual Property), Section 7 (Confidentiality), Section 9 (Warranty Disclaimer), Section 10 (Limitation of Liability), Section 11 (Indemnification), Section 16 (Governing Law and Dispute Resolution), and Section 17 (General Provisions), as well as any other provision that by its nature is intended to survive.
ZooYak targets 99.5% availability of the Service per calendar month, measured as the percentage of total minutes in the month during which the core Service (web portal and API) is operational and accessible ("Uptime Target"). The Uptime Target is a reasonable endeavours target and not a contractual guarantee, except as separately agreed for Enterprise tier customers under a Service Level Agreement ("SLA").
ZooYak may perform scheduled maintenance on the Service from time to time. ZooYak will use commercially reasonable efforts to provide at least 24 hours' advance notice of scheduled maintenance that is likely to result in significant downtime, and to schedule maintenance during off-peak hours (between 00:00 and 06:00 AEST). Scheduled maintenance windows are excluded from uptime calculations.
Service credits for downtime are not available under these Terms unless Customer has an Enterprise Subscription Tier and a separate SLA in effect. Enterprise customers should refer to their SLA for applicable service credit terms.
The following are excluded from uptime calculations: (a) scheduled maintenance; (b) force majeure events (as described in Section 15); (c) failures of Customer's equipment, network, or internet connection; (d) failures of third-party services not within ZooYak's reasonable control; (e) Customer's acts or omissions, including any request by Customer to perform maintenance or configuration changes; and (f) periods during which Customer's access is suspended in accordance with these Terms.
The Service is hosted on third-party cloud infrastructure and utilises third-party services for payment processing (currently Stripe), identity management, and other functions. ZooYak is not responsible for the availability, performance, security, or terms of service of any third-party infrastructure or service provider. Customer acknowledges that the availability of the Service is dependent upon the availability of such third-party services.
The Service may offer integrations with third-party applications and services (including accounting software, payroll systems, and communication platforms). Customer's use of any integration is subject to the third party's terms of service and privacy policy. ZooYak makes no representations or warranties regarding any third-party integration and is not responsible for any loss or damage arising from Customer's use of such integrations.
ZooYak may modify, replace, or discontinue any third-party integration with at least 30 days' prior written notice to Customer, except where such modification or discontinuation is necessitated by the third party's actions, in which case ZooYak will provide notice as soon as reasonably practicable.
API access to the Service is available to Enterprise tier customers subject to the API documentation and any applicable rate limits. API access is subject to these Terms and any additional API-specific terms provided by ZooYak. ZooYak may modify the API with reasonable notice and will use commercially reasonable efforts to maintain backward compatibility.
Neither party shall be liable for any delay in or failure to perform its obligations under these Terms (including, for the avoidance of doubt, payment obligations) to the extent such delay or failure is caused by an event beyond the affected party's reasonable control ("Force Majeure Event"). Force Majeure Events include, without limitation: natural disasters (including earthquakes, floods, bushfires, and storms), pandemics, epidemics, acts of war, terrorism, civil unrest, government actions (including sanctions, embargoes, and emergency orders), failure of the internet or telecommunications networks, failure of power supply, cyberattack or distributed denial-of-service attack (to the extent not reasonably preventable by the affected party), and acts of God.
The affected party shall: (a) promptly notify the other party in writing of the Force Majeure Event and its expected duration; (b) use commercially reasonable efforts to mitigate the effects of the Force Majeure Event and resume performance; and (c) resume performance promptly upon cessation of the Force Majeure Event.
If a Force Majeure Event continues for more than 60 consecutive days, either party may terminate these Terms by providing 14 days' written notice to the other party. In such event, ZooYak shall refund any prepaid Fees for the period during which the Service was unavailable due to the Force Majeure Event.
These Terms are governed by and construed in accordance with the laws of New South Wales, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales and courts of appeal therefrom.
Before commencing any legal proceedings (other than proceedings seeking urgent interlocutory relief), the parties agree to follow this dispute resolution process:
For Customers that are "small businesses" within the meaning of the Australian Consumer Law (annual turnover less than AUD $10 million), nothing in this Section 16 shall be construed as requiring mandatory arbitration. Such Customers retain all rights to seek remedies through the courts, applicable ombudsman services, the Australian Competition and Consumer Commission (ACCC), or equivalent state and territory agencies.
Pending resolution of a dispute, each party shall continue to perform its obligations under these Terms to the extent reasonably practicable.
ZooYak may modify these Terms from time to time. ZooYak will provide Customer with at least 30 days' prior written notice of any material modification (via email to Customer's registered email address or via in-Service notification). For existing Customers, material modifications (including changes to liability, indemnity, and dispute resolution provisions) require affirmative acceptance and will not take effect until accepted. If Customer does not accept a material modification, Customer may terminate these Terms by providing written notice within 30 days of the notification, and such termination will be effective at the end of the then-current Billing Cycle without early termination penalty. Non-material modifications (such as clarifications and corrections) may take effect upon posting, and continued use of the Service after the effective date constitutes acceptance.
Customer may not assign or transfer these Terms, or any right or obligation under these Terms, without ZooYak's prior written consent, which shall not be unreasonably withheld. ZooYak may assign these Terms in whole or in part to an affiliate or in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets, provided that: (a) ZooYak gives Customer written notice of such assignment; and (b) the assignee assumes all of ZooYak's obligations under these Terms. Any purported assignment in violation of this Section is void.
If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the parties' original intent, or if such modification is not possible, shall be severed from these Terms. The invalidity, illegality, or unenforceability of any provision shall not affect the validity, legality, or enforceability of the remaining provisions, which shall continue in full force and effect.
These Terms, together with any Order Form, DPA, SLA, and other documents expressly incorporated by reference, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, proposals, representations, and understandings, whether written or oral, between the parties relating to such subject matter. In the event of a conflict between these Terms and an Order Form, the Order Form shall prevail to the extent of the inconsistency.
No failure or delay by either party in exercising any right, power, or remedy under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy preclude any further exercise thereof or the exercise of any other right, power, or remedy. A waiver of any right, power, or remedy must be in writing and signed by the waiving party.
All notices under these Terms must be in writing and shall be deemed given: (a) when delivered personally; (b) when sent by email (with confirmation of delivery), provided that email notices to ZooYak shall be sent to legal@zooyak.com and email notices to Customer shall be sent to the email address associated with Customer's account; or (c) three business days after being sent by registered or certified mail, return receipt requested, postage prepaid. Either party may change its notice address by giving written notice to the other party.
The relationship between ZooYak and Customer is that of independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties. Neither party has the authority to bind the other or to incur any obligation on the other's behalf.
These Terms are for the sole benefit of ZooYak and Customer and their respective successors and permitted assigns. Nothing in these Terms shall confer any right, benefit, or remedy on any person or entity that is not a party to these Terms. Without limitation, Guards, Clients, and other Authorised Users are not third-party beneficiaries of these Terms and have no right to enforce any provision hereof.
Customer shall comply with all applicable export control and sanctions laws and regulations, including those of Australia, the United States, and the European Union. Customer shall not, directly or indirectly, export, re-export, or make available the Service or any data or information obtained through the Service to any country, entity, or person prohibited by Applicable Law.
Each party represents and warrants that it has not, and covenants that it will not, in connection with these Terms, directly or indirectly, offer, pay, promise, or authorise the payment of any bribe, kickback, or other corrupt payment to any person, including any government official, in violation of Applicable Law, including the Criminal Code Act 1995 (Cth) (Division 70).
Where these Terms are executed in conjunction with an Order Form, the Order Form may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures shall be valid and binding.
The Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) provides consumer guarantees that cannot be excluded by agreement. Nothing in these Terms purports to exclude, restrict, or modify those guarantees.
If the Service is supplied to a "consumer" within the meaning of the Australian Consumer Law, the following applies:
Where the Service is not supplied to a "consumer" within the meaning of the Australian Consumer Law (for example, where the acquisition is for a price exceeding AUD $100,000 or is for the purpose of re-supply), ZooYak's liability for breach of any condition or warranty implied by law (other than those that cannot be excluded) is limited, at ZooYak's option, to:
If you wish to make a claim under the Australian Consumer Law or have a complaint about the Service, please contact us at:
We will acknowledge your complaint within 5 business days and aim to resolve it within 30 business days.
If you have any questions about these Terms, please contact us:
These Terms of Service were last updated on 28 March 2026 and are effective as of 28 March 2026. Previous versions of these Terms are available upon request.