Elf Works Pty Ltd - Terms and Conditions

Last Updated: November 2025

​These Terms and Conditions ("Terms") apply to your ("Customer" or "you") access to and use of the Elfworks.ai research platform and related services (collectively, the "Service") provided by Elf Works Pty Ltd (ABN 92 678 538 086) ("Elf Works", "we", "us", or "our").

By clicking "I Agree" (or a similar button), creating an account, paying an invoice for the Service, or otherwise accessing or using the Service, you agree that these Terms become a legally binding agreement between you and Elf Works.

If you are using the Service on behalf of an organisation or other legal entity (such as your accounting firm), you represent and warrant that you have the full right and authority to bind that entity to these Terms. In that case, "Customer" and "you" will refer to that entity.

1. Definitions and Interpretation

1.1. Definitions In this Agreement, the following terms have the meanings set out below:

"ACL" means the Australian Consumer Law as set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth).

"AEST" means Australian Eastern Standard Time as observed in Queensland (UTC+10:00; no daylight saving).

"Agreement" means these Terms and all documents and policies incorporated by reference as described in Clause 2.1.

"AI Product Terms" means the document at www.elfworks.ai/trust-centre/ai-product-terms , which governs the specific use of AI-powered features.

"AUP" means the Acceptable Use Policy at www.elfworks.ai/trust-centre/acceptable-use-policy , which details prohibited uses of the Service.

"Authorised User" means a unique, named individual (such as an employee or partner of Customer) who is assigned a seat to use the Service.

"Availability Target" means monthly Service uptime of 99.5%, calculated as set out in clause 9.1.

"Business Day" means a day other than a Saturday, Sunday or public holiday in Queensland.

"Confidential Information" means any non-public information disclosed by one party to the other, designated as confidential or which a reasonable person would understand to be confidential. It expressly includes Customer Inputs, but does not include information that: (a) is or becomes publicly known other than through a breach of this Agreement; (b) was already known to the recipient at the time of disclosure; (c) is independently developed by the recipient without reference to the discloser's Confidential Information; (d) is rightfully received from a third party without breach of any confidentiality obligation; or (e) is content the Customer or its Authorised Users intentionally make public, share with third parties.

"Customer" or "you" means the professional accounting firm, sole practitioner, or other legal entity agreeing to these Terms.

"Government Related Identifiers" or "GRIs" means "government related identifiers" as defined in the Privacy Act 1988 (Cth), and includes Tax File Numbers, Medicare numbers, driver licence numbers, and passport numbers.

"Inputs" means any data, documents, files, or prompts you or your Authorised Users upload or submit to the Service.

"Outputs" means the draft research, text, and other content generated by the Service in response to Inputs.

"Providers" means the third-party infrastructure and Large Language Model providers identified on the Vendor List.

"Service" means the Elfworks.ai research platform and related services provided by Elf Works.

"Subscription Page" means the webpage at www.elfworks.ai/pricing , which details plans, features, and pricing.

"Subscription Term" means the duration of your paid subscription (e.g., monthly or annually), including any renewals.

"Terms" means these Terms and Conditions.

"Trust and Security Page" means the informational page at www.elfworks.ai/trust-centre/trust-and-security describing current security practices.

"Vendor List" means the webpage at www.elfworks.ai/trust-centre/vendors , which identifies our key third-party subprocessors.

1.2. Interpretation In this Agreement: (a) Headings are for convenience only and do not affect interpretation. (b) The singular includes the plural and vice versa. (c) The word "including" or "includes" means "including, without limitation". (d) A reference to a party includes its successors and permitted assigns. (e) A reference to "$" or "dollars" is to Australian dollars (AUD).

2. The Agreement and Incorporated Documents

These Terms, together with the documents and policies incorporated by reference, form the entire Agreement between Customer and Elf Works.

2.1. Incorporated Documents. The Agreement includes the following, all of which are incorporated by reference: a) These Terms; b) The AI Product Terms; c) The AUP; d) The Subscription Page; and e) The Vendor List. Each incorporated document applies as published on the Effective Date. Updated versions take effect only under clause 13.2.

2.2. Order of Precedence. To the extent of any direct conflict: (a) these Terms; (b) the AI Product Terms (for AI-specific features only); (c) the AUP; (d) the Subscription Page; (e) the Vendor List.

2.3. Unfair Terms. Where the Australian Consumer Law unfair contract terms regime applies, nothing in these Terms is intended to, or will, operate as an unfair term. These Terms are to be read to avoid any unfairness.

3. Eligibility and Account Management

3.1. Professional Business Use Only. The Service is a business-to-business platform. You represent and warrant that you are a professional accounting firm or sole practitioner in public practice, and that you will use the Service solely for your internal business purposes and not for any personal, consumer, or household purpose.

3.2. No Minors. The Service is not intended for and must not be used by any person under the age of 18.

3.3. Account Registration. You must provide accurate, current, and complete information when registering an account and must keep this information up-to-date.

3.4. Account Security. You are responsible for safeguarding the confidentiality of all account credentials (such as passwords) for your account and for any and all activity that occurs under it. You must notify Elf Works immediately at legal@elfworks.ai of any unauthorised use of your account.

3.5. Seats and Authorised Users. Subscriptions are granted on a per-user, or "seat," basis. Each seat must be assigned to a unique, named Authorised User. Account sharing by or between individuals is strictly prohibited, except that you may temporarily reassign a seat for: (a) brief training of a new Authorised User (not to exceed 5 Business Days); (b) handover between an outgoing and incoming Authorised User (not to exceed 10 Business Days); or (c) coverage during an Authorised User's leave, provided you notify us in advance. Seats may be permanently reassigned to new Authorised Users who replace former Authorised Users who no longer require access.

3.6. Customer Responsibility for Users. You are responsible for ensuring all your Authorised Users comply with this Agreement (including the AUP and AI Product Terms). Any breach of this Agreement by an Authorised User will be deemed a breach by you.

4. Licence Grant and Restrictions

4.1. Licence to Use the Service. Subject to your ongoing compliance with this Agreement and payment of all applicable fees, Elf Works grants you a limited, non-exclusive, non-transferable (except as permitted in Section 3.5), and revocable for cause under clause 14 licence for your Authorised Users to access and use the Service during the Subscription Term, solely for your internal business purposes as permitted by this Agreement.

4.2. Restrictions on Use. You shall not, and shall ensure your Authorised Users do not, directly or indirectly: a) Permit any third party (other than Authorised Users) to access or use the Service; b) Sell, resell, rent, lease, sublicense, distribute, or otherwise make the Service available to any third party; c) Decompile, reverse engineer, scrape, disassemble, or attempt to discover the source code, proprietary prompts, orchestration logic, or technical architecture of the Service; d) Use the Service to store or transmit any virus, worm, or other malicious code; e) Circumvent or attempt to circumvent any security controls, rate limits, or usage restrictions; f) Use the Service for public benchmarking or publication of performance results without our prior written consent; g) Remove or obscure any proprietary notices or labels from the Service; or h) Use the Service in a manner that violates the AUP or Australian law in connection with your use of the Service, including the Tax Agent Services Act 2009 (Cth), Privacy Act 1988 (Cth) and Copyright Act 1968 (Cth); i) Upload, submit, or process any Government Related Identifiers (GRIs), including any Tax File Numbers.

5. PROFESSIONAL USE AND SERVICE QUALITY

5.1. Nature of Service — Research Tools, Not Professional Advice (a) The Service is a professional research tool that uses artificial intelligence to analyse Australian tax legislation, Australian Taxation Office materials and related sources to generating draft research and analysis (Outputs). (b) Outputs are draft materials requiring your independent professional review, verification and adaptation to your client’s circumstances before use. (c) The Service does not provide tax, legal, financial or accounting advice. You remain solely responsible for any advice you provide to clients. (d) You must not provide Outputs directly to clients without professional verification and adaptation.

5.2. Verification Obligations You must independently verify that: (i) legislative and regulatory references are current and correctly cited; (ii) analysis is consistent with current ATO guidance and any binding rulings; (iii) the content is appropriate for the specific facts; and (iv) your professional judgment supports any reliance.

5.3. Service Quality Warranties Elf Works warrants that it will provide the Service with due care and skill, keep source materials reasonably current on a commercially reasonable update cycle, and operate the Service substantially in accordance with published specifications. Elf Works does not warrant that any particular Output will be error-free or suitable for a particular client matter without your verification.

5.4. Statutory Guarantees (Australian Consumer Law) Nothing in these Terms excludes, restricts or modifies any non-excludable rights you have under the Australian Consumer Law (ACL), including guarantees that services will be supplied with due care and skill, be fit for a disclosed purpose, and supplied within a reasonable time. Where permitted by the ACL, our liability for a failure to comply with a guarantee is limited to resupplying the services or paying the cost of resupply.

5.5. Your Professional Advice To the maximum extent permitted by law, Elf Works is not liable for your professional advice to clients or your failure to verify Outputs.

6. Customer Content and Data

6.1. Ownership of Inputs. As between you and Elf Works, you retain all right, title, and interest in and to all Inputs.

6.2. Ownership of Outputs. As between you and Elf Works, you own the Outputs generated by your use of the Service, subject to any pre-existing intellectual property rights in the underlying data sources (e.g., public domain legislation, ATO publications) or the rights of third parties.

6.3. Licence to Elf Works. We process Inputs and Outputs solely as necessary to provide, secure and support the Service, in accordance with our Privacy Policy. Personal information in Inputs may be disclosed to the Providers listed on the Vendor List to deliver the Service.

6.4. No Training by Default. We will not use your Inputs or Outputs to train or improve our AI models or those of our Providers, except with your express, opt-in consent, and we will contractually require Providers used for inference or hosting of your data to comply with this same restriction.

6.5. Filtering. We may implement automated filters to detect, block, or redact Inputs that appear to contain GRIs or other content in breach of this Agreement. You acknowledge that such filters are a secondary control and do not absolve you of your obligations in Clause 4.2(i). We may reject or delete any Input that violates these Terms.

7. Third-Party Services and Providers

7.1. Use of Providers. The Service integrates with and relies on third-party Providers to function. Our current Providers, their roles, and their data processing locations are identified on the Vendor List.

7.2. Changes to Providers. We will provide at least 30 days’ prior notice (by email or in-product) if a change to our Providers materially increases the types of personal information shared, introduces a new processing country for your data, or materially reduces your privacy protections. If you reasonably object to such a change, you may terminate the affected subscription before the change takes effect and receive a pro-rata refund of any prepaid, unused fees for that subscription.

8. Subscriptions, Fees, and Payment

8.1. Subscription Plans. The Service is provided on a subscription basis. Your specific plan, features, and fees are set out on the Subscription Page or in a separate ordering document.

8.2. Free Trial. We may offer a 14-day free trial. If you do not cancel before the trial period ends, your subscription will automatically convert to a paid monthly plan, and you authorise us to charge your payment method.

8.3. Billing and Payment. You agree to pay all fees in Australian Dollars (AUD). Fees are exclusive of GST unless stated otherwise; you must pay applicable GST. You authorise us to charge your nominated payment method (e.g., credit card) for all fees as they become due.

8.4. Auto-Renewal. Subscriptions automatically renew for a new Subscription Term equal to the preceding term (e.g., monthly or annually) unless you cancel your subscription in your account settings before the renewal date.

8.5. Price Changes. We reserve the right to change our pricing. We will provide you with at least 30 days’ notice (by email or in-product) before any price change takes effect. New pricing applies at your next renewal. If you do not agree, you may cancel before renewal; any prepaid amounts for periods after the change will be refunded pro-rata.

8.6. Late Payment. If we are unable to charge your payment method, we will notify you. If fees remain unpaid for 10 Business Days after the due date, we may suspend your access to the Service until payment is made.

8.7. Refunds. All fees are non-refundable except: a) As required by the ACL (see Section 5.4); or b) Where expressly stated in this Agreement (e.g., Sections 8.2, 8.5, 14.3(b), or 14.6).

8.8. Plan Changes. Upgrades take effect immediately and will be pro-rated for the remainder of the current term. Downgrades take effect at the beginning of the next renewal term.

9. Service Levels and Support

9.1. Availability. We will use commercially reasonable efforts to ensure the Service has a monthly uptime of 99.5% ("Availability Target"). This excludes downtime from: (a) scheduled maintenance, (b) emergency maintenance, (c) failures of your equipment or internet connection, (d) failures of our third-party Providers, or (e) force majeure events.

9.2. Maintenance. We will provide at least 24 hours’ notice for scheduled maintenance and will endeavour to conduct it during off-peak (Australia/Brisbane) hours.

9.3. Support. Standard support is available via web or email during 9:00–17:00 AEST, Monday to Friday, excluding Queensland public holidays. We will use commercially reasonable efforts to meet the response targets specified on our Subscription Page.

9.4. Sole Remedy. If we fail to meet the Availability Target in a month, we will use commercially reasonable efforts to correct the issue and prevent recurrence. This clause does not limit any non-excludable rights or remedies at law.

10. Confidentiality and Security

10.1. Protection Obligation. The receiving party (the "Recipient") will protect the disclosing party's (the "Discloser") Confidential Information using at least reasonable care. The Recipient will not use or disclose Confidential Information except as expressly permitted in this Agreement.

10.2. Permitted Use and Disclosure. We will use and process your Confidential Information (including Inputs and Outputs) solely as necessary to provide, secure, and support the Service. We may disclose your Confidential Information: (a) To our employees, directors, and contractors who have a need to know and are bound by confidentiality obligations at least as protective as these Terms. (b) To our Providers (as listed on the Vendor List) solely to deliver or support the Service, provided we have a contract with them that includes no-less-protective confidentiality duties. We remain responsible for our contractual obligations in respect of such disclosure.

10.3. Compelled Disclosure. If the Recipient is required by law, court order, or governmental authority to disclose Confidential Information, it will (if legally permitted) provide the Discloser with prompt written notice and reasonable assistance to contest or limit the disclosure.

10.4. Term and Deletion. These confidentiality obligations apply during the Term and survive for three (3) years after termination. Obligations concerning Confidential Information that constitutes a trade secret will survive as long as it remains a trade secret under applicable law. Upon your written request following termination, we will delete your Confidential Information, subject to our standard data retention policies (e.g., for backups) and any legal or regulatory retention requirements.

10.5. Security. We implement and maintain technical and organisational security measures designed to protect your Inputs and personal information from unauthorised access, use, or disclosure. You can find more information on our Trust and Security Page ( www.elfworks.ai/trust-centre/trust-and-security ). The Trust and Security Page is informational only and not a contractual commitment unless expressly stated in these Terms.

10.6. Security Incident. If we become aware of a confirmed Security Incident (as defined in our Privacy Policy or applicable law) affecting your account, we will notify you without undue delay, and in any event within 72 hours. We will provide information reasonably necessary for you to meet your legal compliance obligations. Any additional cooperation or assistance you request beyond our legal obligations will be at your reasonable cost.

11. Limitation of Liability and Exclusions

11.1. Liability Cap. To the maximum extent permitted by law and subject to Section 11.3 (ACL Preservation), our aggregate liability for all claims arising out of or related to this Agreement (whether in contract, tort, negligence, or otherwise) is capped at the fees you paid to us for the Service in the six (6) months before the event giving rise to liability.

11.2. Exclusion of Indirect Loss. To the maximum extent permitted by law, in no event will Elf Works, its affiliates, or its Providers be liable for any indirect, consequential, special, incidental, exemplary, or punitive loss, or for any loss of profits, loss of data, loss of business, business interruption, or loss of goodwill, arising out of or in connection with your use of or inability to use the Service, even if advised of the possibility of such loss.

11.3. ACL Preservation. Nothing in this Agreement (including this Clause 11) is intended to exclude, restrict, or modify any non-excludable right or remedy you have under the ACL.

11.4. Carve-Outs. The limitations and exclusions in Clause 11.1 do not apply to liability arising from: (a) Your obligations under Clause 12 (Indemnification by Customer); (b) Your breach of Clause 4.2 (Restrictions on Use); (c) Liability that cannot be excluded or limited by law; (d) death or personal injury caused by our negligence; or (e) fraud or wilful misconduct.

11.5. Disclaimer of Responsibility. Elf Works is not responsible for, and assumes no liability for, the contents of Customer Inputs or Outputs.

12. Indemnification by Customer

To the extent permitted by law, you agree to defend, indemnify, and hold harmless Elf Works, its affiliates, officers, directors, employees, agents, and Providers from and against any and all third-party claims, demands, proceedings, costs, damages, losses, liabilities, and expenses (including reasonable legal fees and costs) arising out of or related to:

(a) Professional Use. To the extent permitted by law, you indemnify us to the extent loss is caused by (i) your failure to verify Outputs before client use; or (ii) your breach of professional standards. This indemnity is subject to any proportionate-liability law that applies and does not exclude apportionment required by that law. (b) Breach of Use. Your (or your Authorised Users') breach of the AUP, breach of the restrictions in Clause 4.2, or violation of any applicable law. (c) Customer Inputs. Any claim that your Inputs infringe or misappropriate the intellectual property or privacy rights of a third party. (d) Government Identifiers. Any claim, penalty, or regulatory action arising from your (or your Authorised Users') breach of Clause 4.2(i), including any breach of the Privacy (Tax File Number) Rule 2015.

13. Changes to Service and Terms

13.1. Changes to Service. We may enhance, modify, or deprecate features of the Service from time to time. We will not make changes during a Subscription Term that materially reduce the core functionality of your plan. If a change inadvertently has that effect, you may terminate the affected subscription and we will refund any prepaid, unused fees pro-rata.

13.2. Changes to Terms. We may modify these Terms. For changes that, in our reasonable opinion, materially reduce your rights or increase your obligations, we will provide at least 30 days’ prior notice by email or in-product. If you do not agree to the changes, you may terminate your subscription before the effective date and receive a pro-rata refund of any prepaid, unused fees. Changes to any incorporated document (including the AI Product Terms, AUP, Subscription Page or Vendor List) are treated as changes to these Terms and notified under this clause.

13.3. Immediate Changes. We may make changes required for security, legal, or regulatory compliance reasons with immediate effect, and we will notify you as soon as practicable. Your continued use of the Service after any change constitutes your acceptance. If an urgent change materially reduces the core functionality of your plan or materially diminishes your rights under this Agreement, you may terminate the affected subscription within 30 days of our notice and we will refund any prepaid, unused fees pro-rata.

14. Term, Termination, and Suspension

14.1. Term. This Agreement commences when you first accept it and continues until your Subscription Term expires or is terminated (the "Term").

14.2. Termination for Convenience. You may terminate your subscription at any time by cancelling in your account settings. Termination will take effect at the end of your current paid Subscription Term. You will not be entitled to any refund or credit for fees already paid, and any outstanding fees for the current Subscription Term remain due.

14.3. Termination for Cause. (a) Either party may terminate this Agreement for cause if the other party commits a material breach and fails to cure that breach within 30 Business Days of receiving written notice (or within 10 Business Days for a breach of your payment obligations). (b) If this Agreement is terminated by you for our uncured material breach, we will provide a pro-rata refund of any prepaid, unused fees for the period remaining in your Subscription Term. (c) If this Agreement is terminated by us for your uncured material breach, you will not receive any refund, and all outstanding fees for the remainder of your Subscription Term will become immediately due and payable.

14.4. Suspension. (a) We may suspend access immediately, with notice, where we reasonably determine that your (or an Authorised User’s) use of the Service: (i) is unlawful, fraudulent or presents a material security risk to the Service or other users; (ii) materially breaches the AUP or the restrictions in cl 4.2; or (iii) is 10 Business Days overdue under cl 8.6. (b) For breaches under 14.4(a)(ii) that do not present an immediate security or legal risk, we will first give written notice and 5 Business Days to cure before suspension. (c) We will use commercially reasonable efforts to restore access promptly once the issue is remedied. If a suspension is made in error or persists more than 5 consecutive Business Days after you remedy the issue, we will issue a pro-rata credit for the suspended period. (d) Fees will not accrue during any period of suspension that is (i) due to our error or (ii) exceeds 5 consecutive Business Days after you have cured the underlying issue.

14.5. Data Exit. Following termination or expiration, you will have a 30-day window to export your Inputs and Outputs using the Service's features. After this 30-day window, we will commence deletion of your data from active systems in accordance with our data retention policies.

14.6. Discontinuation of Service. We reserve the right to discontinue the Service (or any material part of it) by providing you with at least 30 days' prior written notice. In such an event, we will provide you with a pro-rata refund of any prepaid, unused fees for the period remaining in your Subscription Term.

15. Dispute Resolution

15.1. Before court or arbitration proceedings other than for urgent interlocutory relief may be commenced, the following steps must be taken to attempt to resolve any dispute that arises out of or in connection with this contract (including any dispute as to the validity, breach or termination of the contract, or as to any claim in tort, in equity or pursuant to any statute).

15.2. Notice (the notice of dispute) must be given in writing by the party claiming that a dispute has arisen to the other party (or parties) to this contract specifying the nature of the dispute.

15.3. Upon receipt of the notice of dispute, the parties must attempt to agree upon an appropriate procedure for resolving the dispute.

15.4. If within 10 business days of receipt of the notice of dispute the dispute is not resolved or an appropriate alternative dispute resolution process is not agreed, then the parties shall refer the dispute to Resolution Institute, for facilitation of a mediation in accordance with Resolution Institute's Mediation Rules.

15.5. The parties must co-operate with Resolution Institute as facilitator.

15.6. If within 10 business days after referral of the dispute to Resolution Institute the parties have not agreed upon the mediator or other relevant particular the mediator and any other relevant particular will be determined in accordance with Resolution Institute’s Mediation Rules. 1

5.7. This clause will remain operative after the contract has been performed and notwithstanding its termination.

16. General Provisions

16.1. Governing Law and Venue. This Agreement is governed by the laws of Queensland, Australia. The parties irrevocably submit to the exclusive jurisdiction of the courts of Queensland and any courts which may hear appeals from those courts.

16.2. Notices. We will send notices to you by email to your account's registered email address or via in-product notifications. You must send all legal notices to us in writing to those addressed stated in clause 16.11.

16.3. Assignment. You may not assign this Agreement without our prior written consent. We may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of our assets, provided we give you written notice.

16.4. Entire Agreement. This Agreement (including all incorporated documents) constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior communications, representations, or agreements.

16.5. Severability. If any provision of this Agreement is found to be void, invalid, or unenforceable, it will be severed to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

16.6. Waiver. A failure by either party to enforce a provision is not a waiver of its right to do so later.

16.7. Force Majeure. Neither party will be liable for any delay or failure to perform its obligations under this Agreement (other than payment obligations) if the delay or failure is due to an event beyond its reasonable control. The affected party must notify the other promptly and use reasonable efforts to mitigate the event's impact.

16.8. Subcontracting. We may use subcontractors (including Providers) to perform the Service. We remain responsible for the performance of our contractual obligations under this Agreement that are performed by our subcontractors.

16.9. No Set-off. All fees are payable in full without any set-off, counterclaim, or deduction, except as required by law.

16.10. Survival. Clauses 5 (Professional Use), 6 (Content/Data), 10 (Confidentiality), 11 (Liability), 12 (Indemnification), 14.5 (Data Exit), 15 (Dispute Resolution), and 16 (General) will survive any termination or expiration of this Agreement.

16.11. Contact Information.
Legal Notices: legal@elfworks.ai
Privacy Requests: privacy@elfworks.ai

Registered Address: Elf Works Pty Ltd 268 Long Road Tamborine Mountain QLD 4272 Australia