Terms of Service

1. Agreement and authority

1.1 These terms form a binding agreement between Plugwish Pty Ltd (ABN 91 675 083 351, ACN 675 083 351) (“Plugwish”, “we”, “us”) and the organisation that opens or uses a Constell account (the “Customer”, “you”). Constell is a product of Plugwish Pty Ltd.

1.2 By creating an account, ticking to accept, signing in or using Constell you accept these terms, and the person accepting confirms they have authority to bind the Customer.

1.3 If you have a signed order form or statement of work with Plugwish, it applies together with these terms; where they conflict, the signed document prevails for that engagement only.

2. Definitions

Authorised User — a named individual the Customer allows to use Constell. Customer Data — data, files and content the Customer or its Authorised Users put into Constell. Services — Constell, its features, support, and any Plugwish delivery or customisation services. Subscription Term — the period paid for, including renewals.

3. Licence to use Constell

3.1 We grant you a non-exclusive, non-transferable, non-sublicensable, revocable licence to use Constell during the Subscription Term, for your internal business purposes only, in accordance with these terms.

3.2 Constell is licensed, not sold. Nothing in these terms transfers ownership of Constell or any part of it to you.

4. Accounts and security

4.1 Each login is for one named person only and must not be shared. Every account uses multi-factor authentication.

4.2 You are responsible for your Authorised Users, for everything done under your logins, and for keeping credentials secure. Tell us promptly at contact@plugwish.com.au if you suspect unauthorised access.

4.3 If a login is shared, or more people use licensed roles than you have paid for, we may charge for the additional licences at our then-current rates and suspend the shared login.

5. Trials

5.1 Free trials are provided “as is”, without warranties or commitments of any kind (except those that cannot be excluded by law). We may change or end a trial at any time.

5.2 When a trial ends without a paid subscription, the account becomes read-only and clause 9.5 applies to your data.

6. Fees and payment

6.1 Fees are as published at constell.com.au/pricing or in your order form, in Australian dollars, inclusive of GST, and payable in advance for each billing period.

6.2 Fees are non-refundable, except where these terms say otherwise or where the law requires a refund.

6.3 If payment is overdue, we may charge interest on the overdue amount at the Reserve Bank of Australia cash rate plus 4% per annum, and our reasonable recovery costs, and — after at least 14 days' written notice — suspend access until payment is made.

6.4 We may change fees with at least 30 days' notice, applying from your next billing period. If you don't accept a change, you may cancel before it takes effect.

6.5 You are responsible for any bank or payment charges on your payments.

6.6 Plan limits. Unless your order form says otherwise, each project manager licence includes 10 GB of document storage and up to 10 viewers (read-only access, of either kind) at no extra charge. Any one project may have up to 100 people on it, and an organisation up to 200 people in total. Resources (people who work on a project and log their own time) are not charged for. These limits are built into Constell, and you may need more licences, or a different plan, to go beyond them.

6.7 Changes to plans, prices and limits. We reserve the right to change our prices, plans, plan limits and features, to introduce new plans, and to withdraw or discontinue any plan, feature or the service, at any time. Price changes follow clause 6.4, and changes that materially reduce what you have paid for follow clauses 13.2 and 17: we will give you notice, and you may cancel and receive a pro-rata refund of prepaid fees for the unused period.

7. Acceptable use

You must not, and must ensure your Authorised Users do not:

• use Constell unlawfully or in breach of anyone's rights, including privacy rights;
• copy, modify, reverse-engineer, decompile or create derivative works of Constell, except as the law expressly permits;
• access or attempt to access another customer's data, or probe, scan, load-test or penetration-test Constell without our written consent;
• scrape, frame or mirror Constell, or use it to build or benchmark a competing product;
• use Constell, or output from it, to train machine-learning or AI models that compete with or replicate Constell;
• resell, rent, sublicense or provide Constell to third parties; or
• upload malicious code, or content that is unlawful, defamatory or infringing.

8. Customer Data

8.1 You own your Customer Data. You grant Plugwish a non-exclusive, worldwide, royalty-free licence to host, copy, process, transmit, back up and display it only as needed to provide, support, secure and improve the Services.

8.2 You confirm you have all rights, consents and notices needed (including under the Privacy Act 1988 (Cth)) to put Customer Data into Constell and for us to process it under these terms.

8.3 We may collect and use aggregated, de-identified data about how Constell is used, to operate, analyse and improve our products. That data does not identify you or any individual, and Plugwish owns it.

8.4 We handle personal information in accordance with the Privacy Act 1988 (Cth) and our Privacy Policy. Customer Data is hosted in Australia using reputable infrastructure providers.

8.5 You are responsible for keeping your own copies of Customer Data you need, using the built-in exports. We take reasonable backups; our sole obligation for lost or corrupted Customer Data is to use reasonable efforts to restore it from our most recent backup.

9. Suspension, ending the agreement and your data

9.1 You may cancel at any time; cancellation takes effect at the end of the current paid period, with no refund for unused time except under clauses 6.4, 13.2 or 17.2, or where the law requires.

9.2 We may suspend access immediately if we reasonably believe your use puts Constell, other customers or third parties at risk, breaches clause 7, or is required by law. We will tell you as soon as practicable.

9.3 We may terminate if you materially breach these terms and do not remedy the breach within 14 days of notice; if you become insolvent; or if we stop offering Constell, on at least 90 days' notice with a pro-rata refund of prepaid fees.

9.4 On termination your licence ends and all unpaid fees become due.

9.5 After a trial lapses or a subscription ends, we keep Customer Data for 90 days so you can export it, then delete it, except where the law requires us to keep it.

10. Customisations and feedback

10.1 You may ask us to customise Constell. We review requests case by case and are not obliged to carry out any request; any customisation we agree to may be quoted and charged separately.

10.2 All customisations, features, improvements and related intellectual property remain owned by Plugwish, even if you requested or paid for them, and we may make them available to other customers — but never with your confidential information or Customer Data.

10.3 If you give us feedback or suggestions, you grant Plugwish a perpetual, irrevocable, royalty-free right to use them for any purpose without obligation to you.

11. Plugwish delivery services

11.1 Plugwish people (such as project managers, architects and engineers) are engaged under a separate order or statement of work, which sets the scope, rates and commercial model.

11.2 During any engagement and for 12 months after it ends, you must not directly or indirectly employ or engage any Plugwish person introduced to you through Constell, except through Plugwish. If you do, you must pay a placement fee of 20% of that person's first-year total remuneration. This does not stop you hiring someone who responds to a general public advertisement.

12. Templates and suggested content

Where Constell provides or suggests content (for example templates, standard stages, checklists or schedule lines), it is a starting point: you must review it before relying on it, and you are responsible for anything you accept or act on. It is not professional, legal or financial advice.

13. Availability and support

13.1 We use reasonable efforts to keep Constell available, but do not promise it will be uninterrupted, error-free or meet every requirement. No service level applies unless agreed in a signed order form.

13.2 We may carry out maintenance and change, add or remove features. We will not materially reduce the core functionality you have paid for during your current paid period without giving you the right to cancel and receive a pro-rata refund.

13.3 Constell relies on third-party providers (such as hosting, email and payments). We are not responsible for their acts or omissions beyond our reasonable control.

14. Intellectual property

Plugwish Pty Ltd (and its licensors) own all rights in Constell — the software, design, workflows, templates, documentation and know-how, the Constell and Plugwish names and logos, and all improvements. You may not use our names or logos without our written consent. We may name you as a customer in our marketing unless you ask us not to in writing.

15. Confidentiality

Each party will keep the other's confidential information confidential and use it only for this agreement. This does not apply to information that is public, already known to the recipient, independently developed, or required to be disclosed by law.

16. Warranties, liability and indemnity

16.1 Australian Consumer Law. Nothing in these terms excludes, restricts or modifies any right, remedy or guarantee that cannot lawfully be excluded under the Competition and Consumer Act 2010 (Cth), including the Australian Consumer Law. Where we are permitted to limit our liability for failing to comply with such a guarantee, our liability is limited, at our option, to supplying the Services again or paying the cost of having them supplied again.

16.2 Subject to clause 16.1, Constell is provided “as is” and “as available”, and all other warranties, conditions and representations are excluded to the extent permitted by law.

16.3 Subject to clause 16.1, Plugwish's total liability arising out of or in connection with these terms or the Services, however arising (including negligence), is limited to the fees you paid us in the 12 months before the event giving rise to the claim.

16.4 Subject to clause 16.1, neither party is liable for indirect or consequential loss, or for loss of profit, revenue, opportunity, goodwill or data (except as set out in clause 8.5), however arising.

16.5 Clauses 16.3 and 16.4 do not limit your obligation to pay fees, liability for breach of clauses 7 (acceptable use), 14 (intellectual property) or 15 (confidentiality), or liability for fraud or wilful misconduct.

16.6 Indemnity. You indemnify Plugwish against third-party claims, and resulting losses and reasonable costs, arising from your Customer Data, your or your Authorised Users' breach of clause 7, or your breach of law — reduced to the extent Plugwish caused or contributed to the loss.

16.7 You are responsible for business decisions made using information in Constell, which reports what your users enter.

17. Changes to these terms

17.1 We may update these terms. We will give at least 30 days' notice of any change that is materially adverse to you, in Constell or by email.

17.2 If you do not agree to such a change, you may cancel before it takes effect and receive a pro-rata refund of prepaid fees for the unused period. Continuing to use Constell after the change takes effect means you accept it.

18. General

• Force majeure: neither party is liable for delay or failure caused by events beyond its reasonable control (this does not apply to payment obligations).
• Assignment: you may not assign or transfer these terms without our written consent; we may assign or novate them to a related company or a purchaser of our business on notice to you.
• Entire agreement: these terms, with any signed order form or statement of work, are the entire agreement on their subject matter.
• Severability: any unenforceable part is read down or severed and the rest continues.
• No waiver: a failure to enforce a right is not a waiver of it.
• Notices: may be given by email or in Constell; notices to Plugwish go to contact@plugwish.com.au.
• Governing law: the laws of the Australian Capital Territory govern these terms, and each party submits to the non-exclusive jurisdiction of its courts.
• Electronic acceptance: accepting these terms electronically is binding as if signed.