Terms of Service

Effective Date: 01/03/2025

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer", "you", "your") and Kerni Technologies Pty Ltd (ABN [insert ABN]), trading as Miira ("Miira", "we", "us", "our"), governing your access to and use of the Miira platform, including the website at miira.app, all associated applications, and any related services (collectively, the "Platform").

By creating an account, accessing or using the Platform, you acknowledge that you have read, understood and agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms.

If you do not agree to these Terms, you must not access or use the Platform.

2. Definitions

"Account" means the account created by the Customer to access and use the Platform.

"Authorised Users" means individuals authorised by the Customer to access the Platform under the Customer's Account, including employees, contractors and agents.

"Content" means any data, text, images, video, floor plans, renders, brochures, documents or other materials uploaded, submitted or transmitted through the Platform.

"Customer Data" means all Content and data uploaded, stored or processed by the Customer or its Authorised Users through the Platform, including buyer information, media files and project details.

"Intellectual Property" means all patents, trademarks, service marks, trade names, domain names, copyrights, designs, trade secrets, know-how, data, database rights, software and all other intellectual property rights of any kind.

"Platform" means the Miira web application, mobile application and all associated services, features and functionality provided by Miira.

"Subscription" means the Customer's selected plan and billing cycle for access to the Platform.

3. The Platform

3.1 Miira provides a cloud-based sales and marketing platform for the property industry. The Platform enables Customers to upload, manage and present project collateral across web-enabled devices, and may include additional features as released from time to time.

3.2 We reserve the right to modify, update, suspend or discontinue any part of the Platform at any time. Where practicable, we will provide reasonable notice of material changes that affect the Customer's use of the Platform.

3.3 The Platform is provided on an "as available" basis. While we use commercially reasonable efforts to maintain uptime and performance, we do not guarantee uninterrupted or error-free access.

4. Account Registration and Security

4.1 To use the Platform, you must create an Account and provide accurate, current and complete information. You agree to update this information promptly if it changes.

4.2 You are responsible for maintaining the confidentiality of your Account credentials and for all activity that occurs under your Account. You must notify us immediately at hello@miira.app if you become aware of any unauthorised access or use of your Account.

4.3 You are responsible for ensuring that your Authorised Users comply with these Terms. Any breach by an Authorised User will be deemed a breach by the Customer.

4.4 We reserve the right to suspend or terminate any Account that we reasonably believe has been compromised, is being used fraudulently, or is in breach of these Terms.

5. Subscriptions, Fees and Payment

5.1 Access to the Platform requires a paid Subscription. Subscription plans, features and pricing are published on our website and may be updated from time to time.

5.2 Subscriptions are available on a monthly or annual billing cycle as selected by the Customer at the time of purchase.

5.3 All fees are quoted in Australian dollars unless otherwise stated and are exclusive of applicable taxes including GST. The Customer is responsible for all applicable taxes in their jurisdiction.

5.4 Fees are payable in advance and will be charged automatically to the payment method on file at the start of each billing cycle. The Customer authorises Miira to charge the nominated payment method for all fees due.

5.5 If payment fails, we will notify you and may suspend access to the Platform until payment is received. If payment remains outstanding for more than 14 days, we reserve the right to terminate the Subscription.

5.6 We reserve the right to change pricing with 30 days written notice. Price changes will take effect at the start of the next billing cycle following the notice period. If you do not agree to the new pricing, you may cancel your Subscription before the change takes effect.

5.7 Unless otherwise required by applicable law, all fees paid are non-refundable. If you cancel a Subscription mid-cycle, access will continue until the end of the current paid period.

6. Customer Data and Content

6.1 The Customer retains all ownership rights in their Customer Data. Nothing in these Terms transfers ownership of Customer Data to Miira.

6.2 The Customer grants Miira a limited, non-exclusive, worldwide licence to host, store, process, display and transmit Customer Data solely for the purpose of providing and improving the Platform.

6.3 The Customer represents and warrants that it has all necessary rights, licences and consents to upload and share all Content through the Platform, and that such Content does not infringe the Intellectual Property or other rights of any third party.

6.4 The Customer is solely responsible for the accuracy, legality and appropriateness of all Customer Data. Miira does not review, verify or endorse any Customer Data.

6.5 Miira will not access, use, share or sell Customer Data for any purpose other than providing and improving the Platform, except as required by law or with the Customer's express consent.

7. Buyer and Third-Party Personal Information

7.1 Where the Customer collects, stores or processes personal information of buyers, leads or other third parties through the Platform ("Third-Party Data"), the Customer acknowledges that it acts as the data controller (or equivalent under applicable law) in respect of that data.

7.2 The Customer is responsible for ensuring that all collection, use and disclosure of Third-Party Data through the Platform complies with all applicable privacy and data protection laws in the jurisdictions in which the Customer operates, including but not limited to the Australian Privacy Act 1988 (Cth), the EU General Data Protection Regulation (GDPR) and any other applicable legislation.

7.3 The Customer must ensure it has obtained all necessary consents from individuals before collecting or processing their personal information through the Platform.

7.4 Miira acts as a data processor (or equivalent under applicable law) in respect of Third-Party Data and will process such data only in accordance with the Customer's instructions and these Terms. Where required by applicable law, the parties will enter into a separate Data Processing Agreement.

7.5 In the event of a data breach affecting Third-Party Data, Miira will notify the Customer without undue delay and will cooperate with the Customer in meeting any notification obligations under applicable law.

8. Acceptable Use

8.1 You agree to use the Platform only for lawful purposes and in accordance with these Terms. You must not:

(a) use the Platform in any way that violates any applicable law or regulation;

(b) upload or transmit any Content that is defamatory, obscene, fraudulent, harmful or otherwise objectionable;

(c) upload or transmit any material containing viruses, malware or other harmful code;

(d) attempt to gain unauthorised access to any part of the Platform, other Accounts, or any systems or networks connected to the Platform;

(e) interfere with or disrupt the integrity or performance of the Platform;

(f) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code of the Platform;

(g) use the Platform to send unsolicited communications in violation of applicable anti-spam laws;

(h) sublicense, resell, lease or otherwise make the Platform available to any third party except Authorised Users; or

(i) use the Platform in any manner that could damage, disable or impair the Platform or interfere with any other party's use.

8.2 We reserve the right to investigate and take appropriate action against any violation of this section, including suspending or terminating the Customer's Account and reporting to law enforcement authorities.

9. Intellectual Property

9.1 The Platform, including all software, design, text, graphics, interfaces, code, trademarks and other Intellectual Property contained within, is owned by or licensed to Kerni Technologies Pty Ltd and is protected by Australian and international Intellectual Property laws.

9.2 Subject to the Customer's compliance with these Terms, Miira grants the Customer a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform for the Customer's internal business purposes during the term of the Subscription.

9.3 No right, title or interest in the Platform or any Miira Intellectual Property is transferred to the Customer. All rights not expressly granted are reserved by Miira.

9.4 The Customer must not remove, alter or obscure any proprietary notices, trademarks or branding displayed on or within the Platform.

10. Confidentiality

10.1 Each party agrees to keep confidential all non-public information disclosed by the other party in connection with these Terms ("Confidential Information"), and to use such information only for the purposes contemplated by these Terms.

10.2 Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party prior to disclosure; (c) is independently developed without reference to the disclosing party's Confidential Information; or (d) is required to be disclosed by law.

10.3 This obligation of confidentiality survives termination of these Terms for a period of two years.

11. Disclaimer of Warranties

11.1 To the maximum extent permitted by applicable law, the Platform is provided "as is" and "as available" without warranties of any kind, whether express, implied or statutory, including but not limited to warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, reliability or availability.

11.2 Miira does not warrant that the Platform will be uninterrupted, secure, error-free or free of viruses or other harmful components.

11.3 Miira does not warrant the accuracy, completeness or reliability of any Content or data made available through the Platform.

11.4 Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy conferred by the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) or any equivalent consumer protection legislation in any applicable jurisdiction that cannot be excluded, restricted or modified by agreement.

12. Limitation of Liability

12.1 To the maximum extent permitted by applicable law, in no event will Miira, its directors, officers, employees, agents, affiliates or licensors be liable for any indirect, incidental, special, consequential, punitive or exemplary damages, including but not limited to damages for loss of profits, revenue, data, business, goodwill or anticipated savings, whether based in contract, tort (including negligence), strict liability or otherwise, arising from or in connection with the use of or inability to use the Platform.

12.2 To the maximum extent permitted by applicable law, Miira's total aggregate liability arising from or in connection with these Terms or the Platform will not exceed the total fees paid by the Customer to Miira in the twelve months immediately preceding the event giving rise to the claim.

12.3 The limitations in this section apply regardless of whether Miira has been advised of the possibility of such damages and regardless of whether any remedy fails of its essential purpose.

13. Indemnification

13.1 The Customer agrees to indemnify, defend and hold harmless Miira and its directors, officers, employees, agents and affiliates from and against any claims, losses, damages, liabilities, costs and expenses (including reasonable legal fees) arising from or in connection with:

(a) the Customer's use of the Platform;

(b) any breach of these Terms by the Customer or its Authorised Users;

(c) any Content uploaded or shared by the Customer through the Platform;

(d) any infringement or alleged infringement of any third-party rights by the Customer's Content; or

(e) any breach of applicable law by the Customer, including privacy and data protection laws.

14. Term and Termination

14.1 These Terms commence when you create an Account and continue until terminated in accordance with this section.

14.2 Either party may terminate the Subscription at any time by providing written notice. If the Customer terminates, access will continue until the end of the current paid billing cycle.

14.3 Miira may suspend or terminate the Customer's access immediately, without prior notice, if:

(a) the Customer breaches any material provision of these Terms;

(b) the Customer's payment is overdue by more than 14 days;

(c) the Customer becomes insolvent, enters administration, liquidation or any analogous process; or

(d) continued provision of the Platform to the Customer would expose Miira to legal liability or compromise the Platform's integrity or security.

14.4 Upon termination, the Customer's right to access and use the Platform ceases immediately. The Customer may request a copy of their Customer Data within 30 days of termination, after which Miira may delete all Customer Data from its systems in accordance with its data retention policies.

14.5 Sections 6, 7, 9, 10, 11, 12, 13, 15 and 16 survive termination of these Terms.

15. Governing Law and Dispute Resolution

15.1 These Terms are governed by and construed in accordance with the laws of the State of Victoria, Australia.

15.2 In the event of any dispute arising out of or in connection with these Terms, the parties agree to first attempt to resolve the dispute through good faith negotiation for a period of not less than 30 days.

15.3 If the dispute is not resolved through negotiation, either party may submit the dispute to mediation administered by the Australian Disputes Centre in Melbourne, Victoria.

15.4 If the dispute is not resolved through mediation within 60 days, either party may commence legal proceedings in the courts of the State of Victoria, Australia, and you irrevocably consent to the exclusive jurisdiction and venue of such courts.

15.5 Nothing in this section prevents either party from seeking urgent injunctive or interlocutory relief from a court of competent jurisdiction.

16. General Provisions

16.1 Entire Agreement. These Terms, together with the Privacy Policy and any other documents expressly referenced herein, constitute the entire agreement between the parties and supersede all prior agreements, understandings and representations.

16.2 Amendment. We may amend these Terms at any time by posting updated Terms on our website. Material changes will be communicated with at least 30 days notice. Continued use of the Platform after changes take effect constitutes acceptance of the amended Terms.

16.3 Assignment. The Customer may not assign or transfer these Terms or any rights hereunder without Miira's prior written consent. Miira may assign these Terms in connection with a merger, acquisition or sale of all or substantially all of its assets.

16.4 Severability. If any provision of these Terms is found to be invalid, unlawful or unenforceable, that provision will be severed to the extent necessary and the remaining provisions will continue in full force and effect.

16.5 Waiver. A failure by either party to exercise or enforce any right under these Terms does not constitute a waiver of that right. No waiver is effective unless made in writing.

16.6 Force Majeure. Neither party will be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including but not limited to natural disasters, war, terrorism, pandemics, government actions, power failures, internet or telecommunications failures.

16.7 Notices. All notices under these Terms must be in writing and will be deemed given when sent by email to: hello@miira.app for notices to Miira, or to the email address associated with the Customer's Account for notices to the Customer.

16.8 Headings. Headings are for convenience only and do not affect the interpretation of these Terms.

17. Contact

For questions, concerns or feedback regarding these Terms, please contact us at:

Kerni Technologies Pty Ltd Trading as Miira Email: hello@miira.app