Welcome to Programa.

These Terms of Service (“Terms”) are a legally binding agreement between you and Denpro Pty Ltd (ABN 79 637 366 084), trading as Programa (“Programa”, “we”, “us”, “our”). In these Terms, “you” means the individual using the Services, or, if the Services are used on behalf of a business or organisation, that business or organisation. If you are using the Services on behalf of a business or organisation, you represent that you have authority to bind that entity to these Terms.

These Terms apply to your access to and use of any website, application, product or service operated or provided by Programa, now or in the future. By creating a Programa account, accessing our websites (including programa.com, programa.design, and any other domains operated by Programa), or using any Programa applications, products or services (collectively, the “Services”), you agree to be bound by these Terms, together with our Acceptable Use Policy (“AUP”), Privacy Policy and Data Processing Addendum (DPA), where applicable. These documents form part of these Terms and apply to your use of the Services.

If you do not agree to these Terms, you must not use the Services.

We may update these Terms from time to time. When we do, we will update the “Last updated” date above. Your continued use of the Services after that date means you accept the updated Terms.

1. About the Programa Platform

Programa is a platform designed for interior designers, architects, brands, suppliers, and related professionals. The Services include tools for specification and scheduling, project management, studio workflows and presentations, meeting recording, transcription and notes, invoicing, payments and procurement, brand and supplier profiles and directories, product libraries, multi-stakeholder collaboration, client sharing and approvals, revision histories and document exports, and product-demand analytics and Brand Insights.and brand catalogue management and supplier-to-designer interactions.This is a non-exhaustive overview of the Services. Any new features added to the Services automatically form part of these Terms.

2. Account Registration & Eligibility

To use the Services, you must create an account and provide accurate, complete information including your legal name and a valid email address. You must be at least 18 years old (or the age of majority in your jurisdiction), and if you are opening an account on behalf of an employer or organisation, you must have authority to bind that entity to these Terms.

The email address you provide is your Primary Email Address, which Programa will use for all official communications. You are responsible for monitoring your Primary Email Address, keeping your login credentials secure, and for all activity that occurs under your account. Programa may reject, suspend or restrict accounts at its discretion.

You are responsible for maintaining confidentiality and security of your account credentials. Programa is not responsible for any loss, damage or unauthorised activity resulting from your failure to secure your account or from access using your credentials, except to the extent liability cannot be excluded by law. Programa may rely on communications sent from your Primary Email Address as authorised by you.

3. Users & Permissions

Depending on your plan, you may add users with different permission levels (“Associated User Profiles”). Each user must have their own login, provide accurate information, and comply with these Terms. Logins must not be shared.

The Account Owner is the individual or organisation that creates and controls the account and is responsible for all activity carried out through the account. The Account Owner is responsible for the actions of all users, employees, agents, and contractors who access the account, including any breach of these Terms by such users. Where Programa permits you to use an AI agent or other automated system to access the Services on your behalf, you remain responsible for its use of the Services and compliance with these Terms. Any acceptance of these Terms by that system must be authorised by you and is acceptance on your behalf.

4. Invoicing, Payments & Procurement

If you activate Programa’s invoicing, procurement or other payment-related features (together, the “Payment Services”), you agree to additional terms of use and to the terms of any applicable third-party payment processor(s). You are responsible for activating or deactivating payment processing accounts, satisfying any onboarding requirements (including identity verification, risk checks, or other requirements imposed by a Payment Provider, such as “know your customer” checks), and paying any applicable transaction, processing, or application fees. Payment Providers may approve, decline, suspend, or terminate access to payment processing in accordance with their terms and applicable law, and Programa is not responsible for decisions made by Payment Providers regarding onboarding, account status, holds, reserves, or termination. Programa may modify or discontinue Payment Services at any time.

4.1 Payment Services & Payment Providers

Programa may enable invoicing, payment, and procurement features through one or more third-party payment service providers (each a “Payment Provider”), including providers that support connected or marketplace payment models. The structure of payment processing, including how funds are charged, collected, or settled, may vary depending on the Payment Provider, product configuration, or transaction type.

Unless explicitly stated otherwise by Programa in writing, you acknowledge and agree that you are the merchant of record in respect of transactions between you and your end customers, that you are solely responsible for those transactions and for compliance with applicable laws in connection with them, and that Programa does not act as the seller of record for goods or services you provide. Your use of Payment Services is subject to the applicable Payment Provider’s terms, which you are responsible for reviewing and complying with.

End customers who access invoices, payment pages, or other Payment Services functionality are subject to separate terms and conditions displayed at the point of access. Programa may collect and process end-customer data (including payment information) in connection with Payment Services, as described in the Privacy Policy and any applicable payment page terms.

4.2 Customer Payments, Refunds & Disputes

You are solely responsible for all transactions conducted using Payment Services, including pricing, invoicing and billing of your end customers, issuing refunds (whether full or partial), handling customer complaints, disputes, chargebacks, reversals, ACH returns, and bank transfer disputes, and complying with applicable consumer protection, tax and payment laws including, for United States transactions, the Electronic Fund Transfer Act (Regulation E) and NACHA Operating Rules where applicable to bank-based payment methods. Programa is not responsible for, and has no obligation to mediate, resolve or participate in, any dispute between you and your end customers, including disputes relating to payments, refunds, chargebacks, or alleged unauthorised transactions.

Payment settlement timing may vary and may be subject to delays, holds, reserves, chargebacks, reversals, disputes, refunds, compliance reviews, or risk controls applied by a Payment Provider or required by applicable law. Programa does not guarantee any settlement timing or that funds will be available for payout by a particular date.

You authorise Programa and/or the applicable Payment Provider to deduct or net out any applicable fees, chargebacks, reversals, refunds, disputes, penalties, or other amounts arising from your use of Payment Services from amounts otherwise payable to you, or to debit those amounts from a payment method or account associated with you (as permitted by the Payment Provider’s terms and applicable law). If your account with a Payment Provider has a negative balance for any reason, you are responsible for promptly paying the amount owed and authorise Programa and/or the Payment Provider to recover that amount from you in accordance with the Payment Provider’s terms. You acknowledge that disputes, chargebacks, refunds and related fees may be debited from accounts associated with you under the applicable Payment Provider’s terms.

The limitations and disclaimers in this Section and in Sections 20 and 21 relate to decisions, actions, and processing performed by Payment Providers and third-party systems. Where a payment error, duplicate charge, or processing failure is directly attributable to a defect in Programa’s own platform (and not to a Payment Provider decision or third-party system), Programa will use reasonable efforts to promptly investigate and assist in resolving the issue. Nothing in these Terms excludes or limits Programa’s liability for payment errors directly caused by defects in Programa’s software to the extent such liability cannot be excluded under applicable law.

Bank-Based Payment Methods. Payment Services may include bank-based payment methods such as ACH Direct Debit (United States), BECS Direct Debit (Australia), or equivalent methods in other jurisdictions. Bank-based payments are subject to different rules, timelines, and consumer protections than card payments, including different return, reversal, and dispute windows. You acknowledge that: (a) bank-based payment settlement may take longer than card payments; (b) bank-based payments may be subject to return or reversal under applicable rules (including NACHA Operating Rules for ACH and Regulation E under the Electronic Fund Transfer Act for US transactions) for periods that may differ from card chargeback timelines; and (c) the Payment Provider is responsible for compliance with applicable bank transfer regulations in its capacity as payment processor.

You must not use Payment Services for unlawful transactions, prohibited goods or services, or activities that violate card network rules, Payment Provider terms, anti-money laundering or counter-terrorism financing laws, sanctions laws, or other applicable regulations. Programa may suspend or restrict access to Payment Services where we reasonably believe it is necessary to comply with law, Payment Provider requirements, or to prevent fraud, abuse or harm.

4.3 Programa’s Limited Role

Programa’s role in connection with Payment Services is limited to providing access to payment-related functionality and facilitating technical integration with Payment Providers. Programa does not provide payment processing services, escrow services, or financial advice, except to the extent required by applicable law.

4.4 Taxes & Regulatory Compliance

You are solely responsible for determining, calculating, collecting, reporting, and remitting any taxes, duties, levies or government charges arising from transactions between you and your end customers, including but not limited to GST, VAT, sales tax, use tax or similar taxes. Programa does not provide legal, tax, accounting, financial, or regulatory advice and does not determine the tax treatment of transactions processed using Payment Services. The Services may include tools that calculate tax amounts based on tax rates and settings you configure. Programa does not verify that your tax configurations comply with applicable law, and you are solely responsible for the accuracy and completeness of all tax rates, categories, and settings applied to your invoices and transactions. Tax calculations performed by the Services are based on your inputs and configurations and should be verified by you before reliance. These tools do not replace your obligation to comply with applicable tax laws or to obtain professional tax advice. You are responsible for obtaining professional advice and for ensuring that your use of the Services and Payment Services complies with all applicable tax, invoicing and regulatory requirements in the jurisdictions in which you operate or sell.

United States tax considerations. If you are located in the United States, you acknowledge that the Services do not determine state or local tax applicability, nexus, exemptions, or rates for your specific circumstances. The United States tax landscape includes federal, state, and local tax regimes with varying rules for goods, services, and use tax obligations. You are solely responsible for determining the correct tax treatment of your transactions in each applicable jurisdiction.

Tax reporting. Payments processed through Payment Services may be subject to tax reporting requirements in the jurisdictions in which you operate, including Form 1099-K reporting in the United States. The applicable Payment Provider may issue tax reporting forms (such as IRS Form 1099-K) directly to you in connection with payments processed through Payment Services. Programa and/or the Payment Provider may be required to report transaction data to tax authorities, including the US Internal Revenue Service, as required by applicable law. You are solely responsible for your own tax reporting and compliance obligations.

4.5 Transaction Fee Pass-Through (Surcharging)

The Payment Services may include functionality that allows you to pass payment processing fees to your end customers as a surcharge or additional charge on the transaction amount. You acknowledge and agree that: (a) surcharging is regulated or prohibited in certain jurisdictions, including but not limited to the United Kingdom (Payment Services Regulations 2017), certain US states, Australia and the European Economic Area; (b) you are solely responsible for determining whether surcharging is lawful in the jurisdiction(s) in which you and your end customers are located; (c) where surcharging is permitted, you must comply with applicable card network rules (including any caps on surcharge amounts), Payment Provider terms, and consumer disclosure requirements; and (d) Programa may restrict or disable surcharging functionality in jurisdictions where it is prohibited or restricted by law. Programa does not provide advice on the legality of surcharging in your jurisdiction.

Transaction and processing fees applicable to Payment Services, including Programa’s platform fees and Payment Provider processing fees, are set out in the applicable fee schedule published by Programa (available within the Services) and may be updated from time to time with reasonable notice. You are responsible for reviewing the applicable fee schedule before enabling Payment Services. Where fees are passed through to your end customers, you are responsible for ensuring the total surcharge complies with applicable law and card network rules.

4.6 Invoice Management

Payment Services may include functionality for managing the lifecycle of invoices, including voiding invoices, issuing credits or corrections, marking invoices as uncollectible, and processing partial payments or split/instalment payments. You are solely responsible for ensuring that your use of these functions complies with applicable tax, invoicing, and regulatory requirements in your jurisdiction, including any requirements relating to VAT or GST credit notes, adjustment notes, or amended invoices. Where invoice management actions are synchronised with third-party accounting systems (such as Xero or QuickBooks), you are responsible for verifying that the synchronisation accurately reflects the action taken within the Services.

4.7 Split Payments and Instalments

Where Payment Services include the ability to split an invoice into multiple payment instalments, any instalment arrangement is solely between you and your end customer. Programa facilitates the payment processing for each instalment but is not a party to, and does not guarantee, the instalment arrangement. You are solely responsible for compliance with any applicable credit, lending, or consumer finance regulations that may apply to instalment arrangements in your jurisdiction.

4.8 Draft Procurement Documents

Creating a draft purchase order or invoice does not, by itself, send an order, make a payment or form a contract with a supplier or customer. Users must check the document and intended action before issuing or accepting it. Invoicing and payment functionality depends on the applicable country, account permissions and completion of the relevant provider's onboarding requirements.

5. Programa’s Rights

Programa operates and maintains the Services and reserves certain rights necessary to ensure the security, integrity, and proper operation of the platform. Not all Services, features or functionality are available to all users, plans or jurisdictions, and Programa may add, modify, limit or remove features at any time, including on a per-user, per-plan or regional basis.

Programa may modify, improve, suspend or discontinue any parts of the Services, remove or refuse to host Materials that violate these Terms, our policies or applicable law, suspend accounts for abusive behaviour, non-payment or other violations, correct errors or update information without notice, and provide Services to competitors. Programa will protect your Confidential Information and will use or disclose it only as permitted under Section 10.

In the event of a dispute regarding account ownership or authorised access, Programa may request documentation to verify ownership or authority. Programa may suspend or restrict access to an account while a dispute is investigated and may transfer control of an account to the rightful owner as reasonably determined by Programa.

6. Your Responsibilities

You, not Programa, are responsible for your Materials, content and data, for all goods and services you sell or promote through the Services, and for your interactions and contractual relationships with your own customers. This includes responsibility for refunds, fulfilment, service delivery, customer support and tax compliance, as well as for meeting all regulatory, legal and licensing requirements applicable to your business and jurisdiction.

You must comply with all applicable laws and must not use the Services for any illegal or unauthorised purpose. This includes responsibility for any payments, refunds, disputes or chargebacks arising from your use of Payment Services, unless Programa expressly agrees otherwise in writing.

Any contract, transaction or agreement for goods or services arranged or entered into using the Services is solely between you and your end customer. Programa is not a party to those transactions and does not act as the seller of record, merchant of record or contracting party for any goods or services you provide.

You represent and warrant that your account information, Materials and any goods or services you offer through the Services are accurate, lawful and do not infringe the rights of any third party, and that you will comply with all applicable consumer protection, advertising and regulatory laws.

6.1 Profiles and Product Libraries

More than one supplier may carry the same brand or maintain records for the same product, including in the same market. Each supplier is responsible for the rights and accuracy of its own Materials and claimed affiliations. A brand association or product record does not establish ownership, authorised distributor status or exclusivity. Removing your profile or product record does not remove another supplier's independent records or recall information already shared with recipients.

6.2 Product and Spreadsheet Imports

By initiating an import, you authorise Programa and the processing providers used for that feature to retrieve, copy, parse and store the submitted content, including webpage text and images. You must have the rights and authority needed for that use.

Imports may immediately create and save records or drafts, may create duplicates, and may be incomplete or inaccurate. Review the results and warnings, including product identity, specifications, imagery, prices, currencies, quantities and room assignments, before publication or reliance. A currency mismatch may cause an amount to be omitted rather than converted. Specification spreadsheet imports may omit markup and may create rooms or locations from source location names. An imported status is data, not evidence of a new approval or acceptance.

Imported files and content are processed and retained in accordance with the Privacy Policy and Data Processing Addendum.

7. Prohibited Activities

You must not access or use the Services in a manner that is unlawful, harmful or inconsistent with these Terms. This includes attempting to reverse engineer, decompile or bypass security or technical protections; scraping or harvesting data without permission; uploading malware or other harmful code; impersonating others or misrepresenting your identity; using robots, spiders or other automated tools without authorisation; harassing, abusing or threatening other users or Programa personnel; infringing intellectual property rights; sharing login credentials or selling access to your account; interfering with platform functionality, security or stability of the Services; or attempting to bypass, disable or work around technical limitations, feature restrictions or usage controls of the Services.

A full list of prohibited behaviours is outlined in our Acceptable Use Policy, which forms part of these Terms.

8. In-App Communications

Programa may provide features that enable you to send messages, emails or other communications through the Services (the “In-App Communications”). You are solely responsible for all In-App Communications you send, including their content, recipients and compliance with all applicable laws and regulations, including anti-spam and marketing consent laws.

To protect the Services and users, Programa may use automated and manual controls to monitor, scan, filter, block, or remove In-App Communications and related content to detect or prevent spam, phishing, malware, fraud or other harmful or unlawful activity (“Threats”). You authorise Programa to apply these controls. Programa does not guarantee that In-App Communications will be free from Threats.

You must not use In-App Communications to send or request Sensitive Data, including health information, biometric data, racial or ethnic origin, political opinions, religious or philosophical beliefs, or other sensitive personal information, except where such information is strictly necessary for a design, procurement or project requirement and where you have a lawful basis and appropriate safeguards in place. You must not use In-App Communications to send Sensitive Data that is unrelated to the Services. Your use of the In-App Communications must comply with our Privacy Policy and the Acceptable Use Policy.

Programa may suspend or restrict access to In-App Communications if we reasonably believe your use violates these Terms, the Acceptable Use Policy or applicable law.

9. Fees, Billing & Taxes

9.1 Subscription Fees

Subscription fees are billed in advance on a monthly, quarterly or annual basis depending on your plan. By subscribing, you authorise Programa to automatically charge your payment method on a recurring basis until you cancel. You acknowledge that subscription fees are recurring and that charges will continue until you cancel your subscription in accordance with these Terms.

If your plan includes per-seat, usage-based or metered components, those charges may be billed at the time of use or in arrears, as indicated in your plan. Fees may be charged in the currency applicable to your account or region, as displayed at the time of purchase.

9.2 Other Fees

Additional fees may apply in connection with your use of the Services, including transaction and payment processing fees, add-on or usage-based fees and onboarding or optional service fees, as disclosed to you at the time they are incurred.

9.3 Price Changes

Programa may change its subscription fees, pricing structure, or other charges from time to time. For existing paid subscriptions, pricing changes will take effect at the start of your next billing cycle or on another date specified in our notice to you. Programa will provide reasonable advance notice of any price changes via your Primary Email Address or through in-app notification.

Price changes will not apply retroactively to fees already paid for the current billing period. Programa reserves the right to correct billing or pricing errors, including after an invoice has been issued or payment has been processed. If you do not agree to the updated pricing, you may cancel your subscription before the new pricing takes effect. Your continued use of the Services after the effective date of the pricing change constitutes acceptance of the updated fees.

9.4 Payment Method

You must maintain a valid and authorised payment method on file. Programa may attempt to process payment using any payment method associated with your account. You are responsible for ensuring that your billing information, including payment method and billing location, is accurate and kept up to date.

If a payment attempt fails, we may retry. If fees remain unpaid for 28 days, Programa may suspend your access to the Services. If fees remain unpaid for 60 days, Programa may terminate your account. Suspended accounts will be reactivated once all outstanding balances are paid. Suspension does not relieve you of payment obligations and does not terminate these Terms unless explicitly stated.

9.5 Billing Cycles & Recurring Charges

Recurring charges occur automatically on each billing date (the “Billing Date”) unless you cancel your subscription before the end of the current billing period. Invoices are available in your account settings. If you change plans, upgrade, downgrade, or adjust seats, prorated charges or credits may apply as described in the Services.

9.6 Taxes

Fees are exclusive of all taxes, duties and government charges. You are responsible for all applicable taxes arising from your subscription, for taxes related to goods or services you sell through Programa, and for ensuring your billing location is accurate and up to date. Where required by law, Programa will collect and remit taxes based on your billing details.

9.7 No Refunds

Except where required by law, all fees, including subscription fees, transaction fees, and additional fees, are non-refundable. This applies, without limitation, where you cancel part-way through a billing period, fail to use the Services, or downgrade or change plan. Cancellation takes effect at the end of your current paid term.

9.8 Free Trials

Programa may offer free trials or promotional access to the Services from time to time. Unless otherwise stated, free trials will automatically convert to a paid subscription at the end of the trial period, and you authorise Programa to charge your payment method at that time unless you cancel before the trial ends.

10. Confidentiality

“Confidential Information” means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential, including business, technical, financial, product, customer and operational information.

Each party agrees to protect each other’s Confidential Information and to use it only as necessary to fulfil obligations under these Terms. Each party will protect the other party’s Confidential Information using at least the same degree of care it uses to protect its own confidential information of a similar nature, and in no event less than reasonable care.

Confidential Information may be disclosed to a party’s employees, contractors, advisors, or service providers who have a legitimate need to know and who are bound by confidentiality obligations no less protective than those in these Terms, or where disclosure is required by law, regulation or court order.

Confidentiality obligations do not apply to information that is publicly available, independently developed without use of the other party’s Confidential Information, or lawfully obtained from a third party without restriction.

Programa may disclose information to recipients you authorise through publication, sharing, collaboration or integration features, within scope of that authorisation. Publishing selected Materials does not make other account information public. Use or disclosure for Brand Insights is governed by Section 11.4 and does not give brands or suppliers unrestricted access to private project records, internal notes, margins or client information. Confidentiality protections can apply to commercially sensitive information about a business even where no individual is identified.

11. Intellectual Property

11.1 Your Materials

You retain ownership of all Materials you upload and submit through the Services. To operate the Services, you grant Programa a worldwide, royalty-free, transferable and sublicensable licence to host, store, modify, reproduce, display and distribute your Materials. This licence continues for as long as required for Programa to operate, maintain, and improve the Services, and to exercise any rights or perform any obligations that arose during the term of your account.

You represent and warrant that you own or have all necessary rights, licences, consents and permissions to provide the Materials and to grant the licence set out above, and that the Materials do not infringe the intellectual property or other rights of any third party.

Where you make product information, images or attachments available to other users through quoting, specification, product-discovery features, or other features, the licence above includes the use of that information by those users and their authorised project recipients for specification, quotation, procurement and project documentation, including incorporation into schedules and exports. This permission follows the applicable access and sharing controls. It does not transfer ownership. You must not copy or extract other users' Materials from the Services to create or supply a competing commercial product database or product-discovery service without the relevant rights holder's permission. This restriction does not prevent you from using your own Materials, information lawfully obtained independently of the Services, or Materials for authorised project work, including internal product libraries, specification, quotation, procurement and project documentation.

Discontinuing or removing a product does not automatically remove Materials already incorporated into existing project records or documents. Permission to retain and use those existing copies for their original project purpose continues, subject to applicable law, confidentiality, the Privacy Policy and the Data Processing Addendum. It does not authorise unrelated reuse.

Separate suppliers may maintain records for the same brand or product. Creating such a record does not grant exclusivity or permission to use another supplier's Materials. Each supplier must have the rights needed for the content and brand affiliations it displays or shares.

11.2 Programa Intellectual Property (IP)

Programa owns all right, title and interest in and to its platform, software, trademarks, designs and content. Except as expressly permitted in writing by Programa, you may not copy, use, reproduce or otherwise exploit Programa’s intellectual property.

11.3 Promotional Use

Programa may request your permission to feature your business, Materials or use of the Services in case studies, testimonials or showcase examples. Any such promotional use will occur only with your explicit approval.

11.4 Brand Insights

Brand Insights uses specification activity, product information, quantities, values, status categories and product or database matches recorded in the Services to provide product-demand information to brands and suppliers. Such use and disclosure remains subject to confidentiality, the Privacy Policy and the Data Processing Addendum.

Information disclosed or aggregated or de-identified Insights must not reasonably identify a person, studio, client or private project or reveal their confidential commercial information. Names removed from a report, small counts, free-text product descriptions and representative images are not automatically anonymous or non-confidential.

Named studios or projects and identifiable and confidential project information may be disclosed through Insights only with the relevant studio's authorisation for the specified information and recipient, together with the lawful basis, notices and consents required by applicable privacy law. Maintaining a product library or listing the same brand as another supplier does not, by itself, grant access to that information. Recipients must use it only for the authorised purposes and must not attempt to defeat anonymity or confidentiality protections.

Insights reflect the recorded information and attribution and matching methods used for the relevant metric. Independent listings for the same brand or product may affect grouping and attribution. Insights do not guarantee complete demand for a brand, exclusive demand for a supplier, or confirmed order or sales. Figures are refreshed periodically and may be delayed, incomplete or unavailable; a missing figure is not necessarily zero. A refresh time does not necessarily identify the period covered, and converted insight values do not change project prices.

Matching, adding or removing an item in the brand's review queue does not, by itself, change a designer's specification, confirm that they selected that supplier, or constitute an order. Matching decisions are recorded with the acting user as part of activity history. Reuse of product content remains subject to Section 11.1.

12. Takedown Procedure (Intellectual Property Claims)

Programa respects intellectual property rights. If we receive a complaint alleging that content made available through the Services infringes intellectual property rights, we may remove or disable access to the content and, where appropriate, notify the account owner or uploader.

To submit a takedown request, please contact support@programa.com.au and include sufficient information to allow us to identify and assess the claim, including details identifying the allegedly infringing content, the intellectual property rights you claim are being infringed, an explanation of why you believe the content is infringing, and your contact details. We may request additional information as reasonably necessary to process the request.

If you believe content was removed or disabled in error, you may contact us at support@programa.com.au with an explanation and supporting information. Programa may share takedown requests and related information with the affected user.

Repeat or serious infringement may result in suspension or termination of access to the Services.

13. Third-Party Services & Integrations

If you enable or use third-party integrations or services (“Third-Party Services”), their terms and conditions apply to your use of those services, not these Terms. Your relationship with any Third-Party Provider is solely between you and that provider, and Programa is not responsible for their performance, availability or actions of any Third-Party Services.

Programa-Built Integrations. Certain integrations between the Services and third-party systems (such as accounting software synchronisation with Xero or QuickBooks) are developed and maintained by Programa. For these Programa-built integrations, Programa will use reasonable efforts to ensure the accuracy of data transmitted from the Services to the third-party system, based on the data available within the Services. However, Programa is not responsible for how the third-party system processes, interprets, or displays that data after receipt, or for any errors, data loss, or discrepancies arising within the third-party system itself.

You authorise Programa to share your data and Materials, and where applicable your customers’ data, with the relevant Third-Party Provider to facilitate the integration. Programa is not responsible for how Third-Party Providers process, store or use that data.

If you are provided with access to APIs, integrations, or credentials, you are responsible for all activity conducted using those credentials and for maintaining their security. Access to APIs may be subject to additional terms or agreements.

You use Third-Party Services at your own risk. In some cases, Programa may receive fees or other compensation in connection with your use of Third-Party Services. The availability of Third-Party Services through the Services does not constitute an endorsement, sponsorship, or recommendation by Programa, and Programa is not responsible for, and will not intervene in, any dispute between you and a Third-Party Provider.

14. Beta Services

Programa may offer access to experimental, pre-release or beta features from time to time (“Beta Services”). Beta Services are provided for evaluation purposes only and may be incomplete, contain errors, or change or be discontinued at any time. Beta Services are provided “as is” and are not part of the generally available Services, and Programa makes no guarantees that any Beta Service will function correctly or be released as a final product.

You should not rely on Beta Services for production, billing or mission-critical workflows. Data processed using Beta Services may be handled differently from data processed by generally available features.

To the maximum extent permitted by law, Programa will not be liable for any loss, damage, or disruption arising from your use of Beta Services. Programa may also require that your participation in Beta Services, and any related feedback or materials, remain confidential.

15. Artificial Intelligence Features

The Services may include features that use artificial intelligence, machine learning, or similar technologies to generate suggestions, insights, classifications, summaries or other outputs (“AI Features”).

AI Features are provided to assist you and are not a substitute for professional judgement. Outputs generated by AI Features may be inaccurate, incomplete, misleading or inappropriate for your specific circumstances. You are solely responsible for reviewing, verifying and determining the suitability of any outputs generated through AI Features before relying on or acting on them.

You remain responsible for all decisions, actions and outcomes arising from your use of AI Features, including any content you generate, modify, or share using those features. Programa does not provide legal, financial, design, regulatory, or other professional advice through AI Features.

Your use of AI Features may involve processing your data or Materials in accordance with our Privacy Policy and Data Processing Addendum.

Your use of AI Features must comply with these Terms, the Acceptable Use Policy, and applicable law. Programa may modify, limit, or discontinue AI Features at any time.

AI Features may be subject to fair use limits, usage allowances or rate limits, which are published within the Services and may be updated from time to time with reasonable notice. Programa may apply rate limiting, queuing or temporary restrictions to AI Features where usage materially exceeds typical usage for your plan, or where necessary to maintain availability and performance for other users. Programa will use reasonable efforts to notify you before applying ongoing restrictions to your account.

As between you and Programa, you own outputs generated from your Materials through AI Features, subject to Section 11. Outputs are generated automatically and are not unique; Programa may generate the same or similar outputs for other users.

16. Meeting Notes, Recording and Transcription Features

The Services may include features that record, transcribe, summarise or otherwise process meetings, calls or conversations and generate notes, speaker labels or other outputs (”Meeting Notes Features”). Your use of Meeting Notes Features is also subject to Section 15 (Artificial Intelligence Features), our Privacy Policy and our Data Processing Addendum.

You are solely responsible for complying with local laws applicable to recording, transcribing and processing conversations, including surveillance, recording, wiretap, biometric and privacy laws in every jurisdiction relevant to you and to the other participants. You acknowledge these laws vary and that some require the consent of all parties before a conversation may be recorded. Before each use, you must obtain all consents and provide all notices required by law from every participant.

Programa does not obtain or verify participant consent on your behalf, and any consent prompts, reminders or recording indicators provided in the Services (including any linked guidance) are for your convenience only and do not constitute legal advice or a determination that your use is lawful.

Programa may display reminders within the Meeting Notes Features (for example, that you should obtain consent before transcribing others), and may link to related guidance. These reminders and guidance are provided for your convenience only, do not obtain consent on your behalf, and do not limit your responsibility to obtain all consents required by law for each use.

You represent and warrant that, for each use, you have obtained all required consents and that your recording, transcription, processing and use of outputs is lawful and does not infringe the rights of any participant or third party. You must not use the Meeting Notes Features unlawfully, covertly where prohibited, or to capture Sensitive Data (as described in Section 8) without a lawful basis and any consents the law requires. You acknowledge that recordings may incidentally capture Sensitive Data and you are responsible for handling it accordingly.

Audio recordings created through Meeting Notes Features are stored by Programa and are automatically deleted ****12 months after creation. You may delete recordings, transcripts and notes at any time through the Services, or request deletion by contacting us. Transcripts and notes are retained for as long as your account requires access to them.

Outputs generated by the Meeting Notes Features (including transcripts, speaker labels and summaries) may be inaccurate or incomplete and are not a substitute for your own records or judgement. Without limiting Section 22 (Indemnification), you indemnify Programa against any claim arising from your use of the Meeting Notes Features, including any failure to obtain required consents. Programa may adapt, suspend or discontinue the Meeting Notes Features at any time.

17. Feedback

Programa welcomes feedback, suggestions, and reviews relating to the Services. Any feedback you provide is given voluntarily and without expectation of confidentiality, compensation, or attribution. You grant Programa a non-exclusive, royalty-free, perpetual licence to use, reproduce, modify and incorporate such feedback into the Services or other products and materials without restriction.

Programa may moderate, remove or edit feedback or reviews that violate these Terms, the Acceptable Use Policy, or applicable law.

18. Privacy & Data Protection

Programa’s collection and use of personal information is governed by the Privacy Policy. Where you use the Services to process personal information relating to your customers or other individuals, you acknowledge that you determine the purposes and means of that processing, and Programa processes such information on your behalf in a service provider or processor capacity, to the extent applicable.

Programa’s processing of such personal information is governed by the Data Processing Addendum, which describes Programa’s data handling practices and limitations. Programa does not represent that the Services are compliant with any specific data protection law unless expressly stated in writing.

19. Term & Termination

These Terms commence on the date you first access or use the Services and continue until terminated in accordance with this Section. You may cancel your subscription at any time through the app or by contacting support.

We may suspend or terminate your account immediately in circumstances including non-payment, policy violations, illegal, fraudulent or abusive activity, security risks, or abusive, threatening or harassing behaviour toward Programa employees, contractors or representatives.

Upon termination, access to your account will end, and any outstanding fees owed at the time of termination will be immediately due and payable. Except where required by law, no refunds are provided.

You are responsible for exporting and retaining any invoices, payment records, and other information you require for your business, tax or compliance purposes. Following termination, Programa will maintain access to your invoice and payment records for a period of ninety (90) days, during which you may export your data. After this period, Programa does not guarantee ongoing access to records, except to the extent required by law.

Service Transitions. Where Programa replaces or materially modifies Payment Services functionality (including changes to Payment Providers, payment processing infrastructure, or invoicing systems), Programa will use reasonable efforts to ensure continuity of in-flight transactions initiated prior to the transition and to provide reasonable notice and migration support to affected users.

Outstanding Payment Services transactions. Suspension or termination of your Programa subscription does not affect the processing or settlement of invoices and payment transactions initiated through Payment Services prior to suspension or termination, which will continue to be processed in accordance with the Payment Provider’s terms. You remain responsible for all fees, chargebacks, disputes, and obligations arising from such transactions.

Obligations relating to the confidentiality, intellectual property, fees, and limitation of liability will survive termination.

20. Modifications

We may update these Terms or the Services from time to time. Where a change materially affects your rights or obligations, we will provide reasonable advance notice, unless the change is required to comply with law, address security concerns or prevent fraud or abuse. Changes to the Services, including features, functionality or availability, are distinct from changes to these Terms and may occur independently.

Your continued use of the Services after the changes take effect constitutes your acceptance the updated Terms. If you do not agree to an updated version of the Terms, you must stop using the Services.

Programa may also adjust pricing with reasonable notice, as described in Section 9.3.

21. Disclaimers

The Services are provided “as is” and “as available”. To the maximum extent permitted by law, Programa makes no warranties, whether express or implied, including any warranties regarding uninterrupted or error-free operation, suitability for your specific needs, compatibility with third-party systems, or the accuracy, reliability or completeness of outputs generated through the Services.

The disclaimers in this Section apply to all outputs and functionality of the Services, including AI Features, suggestions, insights, and other automated outputs. For structured business documents generated through the Services (such as specifications, budgets, purchase orders, invoices, payment confirmations and accounting records), Programa will use reasonable efforts to ensure accuracy based on the data and configurations you provide. However, you are responsible for reviewing all documents generated through the Services before relying on or distributing them.

You are responsible for maintaining your own backups of your data and Materials. Except to the extent liability cannot be excluded by law, Programa is not responsible for any loss or corruption of data.

You acknowledge that data transmitted through the Services may be transferred across multiple networks and systems and that Programa does not guarantee that all transmissions will be encrypted at all times.

The same brand or product may appear in independent listings from different suppliers. A product entry, product library entry or search result does not establish a single authoritative product record or an exclusive supplier relationship. Before relying on a listing for a project or purchase, confirm the intended supplier, product variant, current specifications, price and availability with that supplier.

22. Limitation of Liability

To the maximum extent permitted by applicable law, Programa will not be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, goodwill, data, business interruption or anticipated savings, arising out of or in connection with the Services, even if Programa has been advised of the possibility of such damages.

To the maximum extent permitted by applicable law, Programa’s total aggregate liability arising out of or relating to these Terms or the Services, whether in contract, tort (including negligence), strict liability, or otherwise, will not exceed the total fees paid by you to Programa in the six (6) months immediately preceding the event giving rise to the claim.

The limitations in this section apply to all causes of action and claims, including those arising from data loss, service interruption, security incidents, third-party integrations, or payment processing issues. Nothing in these Terms limits liability that cannot be excluded under applicable law.

23. Indemnification

You agree to indemnify, defend, and hold harmless Programa, and its directors, officers, employees, contractors and affiliates, from and against any claims, damages, losses, liabilities, costs and expenses (including reasonable legal fees) arising out of or relating to your breach of these Terms, your Materials or content, your use of the Services, your interactions or transactions with customers or third parties, your violation of any law, regulation, or third-party rights, or your use of any third-party services or integrations.

Programa reserves the right, at your expense, to assume exclusive control of the defence of any matter subject to indemnification, and you agree to cooperate fully with that defence.

You are responsible for any breach of these Terms by your employees, agents, contractors, or affiliates as if it were your own breach.

24. Governing Law

These Terms are governed by and construed in accordance with the laws of Victoria, Australia. Any disputes arising out of or relating to these Terms or the Services will be handled in Victoria, Australia, unless required otherwise by applicable law.

Notwithstanding the foregoing, nothing in this Section is intended to deprive you of the benefit of any mandatory consumer protection provisions in the jurisdiction in which you reside that cannot be waived or varied by contract. For users located in the United States, any mandatory consumer protection laws of your state of residence shall apply to the extent required by applicable law, regardless of the choice of law in this Section.

25. Electronic Communications & Signatures

By using the Services, you consent to receive communications from Programa electronically, including notices, disclosures, and agreements, via email or through the Services. You agree that electronic communications satisfy any legal requirement that such communications be in writing.

You agree to the use of electronic signatures, records and contracts, and waive any requirement for physical signatures or non-electronic records, except where prohibited by applicable law.

26. General Conditions

These Terms constitute the entire agreement between you and Programa and supersede any prior agreements or understandings relating to their subject matter.

Failure by Programa to enforce any provision of these Terms will not constitute a waiver of that provision or any other provision.

If any provision in these Terms is held to be invalid, illegal or unenforceable, that provision will be enforced to the maximum extent permitted by law, and the remaining provisions will remain in full force and effect.

Customers are responsible for assessing whether the Services are suitable for their regulatory or compliance requirements and for implementing any additional controls or agreements required for their specific use cases.

You may not assign your rights or obligations under these Terms without Programa’s prior written consent. Programa may assign these Terms at any time.

Nothing in these Terms creates any partnership, agency or joint venture between you and Programa.

27. Contact

For questions or support relating to the Services or these Terms, please contact Programa at support@programa.com.au.

Programa Payment Services Addendum

Last updated: 5th October 2026

1. Incorporation and Scope

This Payment Services Addendum (“Addendum”) forms part of, and is incorporated into, the Programa Terms of Service (the “Terms”). This Addendum applies only if you activate, access or use Programa’s invoicing, payment or procurement features (the “Payment Services”). Capitalised terms not defined in this Addendum have the meanings given in the Terms.

If there is any inconsistency between this Addendum and the Terms, this Addendum will prevail only in relation to the Payment Services. If there is any inconsistency between this Addendum and the terms of a Payment Provider relating to payment processing, settlement, chargebacks, disputes, refunds, or payment account operation, the Payment Provider’s terms will prevail to the extent of the inconsistency.

2. Payment Providers and Payment Processing

Programa enables Payment Services through one or more third-party payment service providers, processors, or financial partners (each a “Payment Provider”). Payment processing is performed by the applicable Payment Provider under its own terms and policies. Programa is not a bank, money services business, payment institution, or payment processor, and does not provide regulated payment processing services except to the extent required by applicable law.

Programa may change, replace or add Payment Providers from time to time. The structure of payment processing, including how funds are charged, collected, held or settled, may vary depending on the Payment Provider, transaction type, region or product configuration.

3. Settlement, Holds and Reserves

Payment settlement timing is determined by the applicable Payment Provider and may be subject to delays, holds, reserves, chargebacks, disputes, refunds, compliance reviews, or risk controls applied by the Payment Provider or required by law. Programa does not guarantee settlement timing or availability of funds for payout by any particular date.

You authorise Programa and/or the applicable Payment Provider to deduct, net out, or recover applicable fees, chargebacks, reversals, refunds, disputes, penalties, or other amounts arising from your use of the Payment Services, as permitted by the Payment Provider’s terms and applicable law.

4. Suspension and Termination of Payment Services

Programa may suspend, restrict or disable Payment Services where reasonably necessary to comply with law, Payment Provider requirements, or to prevent fraud, abuse, or harm. Suspension or termination of Payment Services does not relieve you of obligations relating to outstanding transactions, chargebacks, disputes, refunds, fees, or reserves, which may continue after deactivation.

You may stop using Payment Services by disabling the relevant payment features in the Services, subject to Payment Provider requirements and any outstanding obligations.

5. Changes to Payment Services

Programa may modify, update, or discontinue Payment Services, including supported payment methods, processors, features, or regional availability, from time to time. Where a change involves replacing a Payment Provider or materially altering how payments are processed, collected, or settled, Programa will provide at least thirty (30) days’ advance notice through the Services or via your Primary Email Address, unless immediate changes are required for legal, security, fraud-prevention, or operational reasons. Programa will use reasonable efforts to facilitate transition of active payment configurations where technically feasible.