End-User Licence Agreement

This End-User Licence Agreement ("EULA") is a legal agreement between you ("Licensee") and 2102 Pty Ltd (ABN 91 391 518 847) trading as Wren ("Licensor", "we", "us", "our") governing your use of the Wren software platform and related services ("Software"). This EULA supplements the Wren Terms of Service, which also apply to your use of the Software.

By accessing or using the Software, you agree to be bound by this EULA. If you do not agree, you must not use the Software.

Licence Grant

Subject to your compliance with this EULA and the Wren Terms of Service, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Software solely for your internal business purposes in accordance with the terms set out in this EULA.

This licence is personal to you and your authorised users. It does not include any right to sublicense, resell, distribute, or otherwise make the Software available to any third party except authorised users operating under your account.

This licence commences on the date you first access the Software and continues until terminated in accordance with the Termination section of this EULA or the Terms of Service, whichever is earlier.

Permitted Use

You may use the Software for the following purposes:

• Sending automated invoice payment reminders to your debtors in connection with genuine commercial invoices issued in the ordinary course of your business.
• Connecting and syncing data from your authorised accounting platforms (currently Xero and QuickBooks; FreshBooks and Sage are planned future integrations) to manage invoice and contact data.
• Viewing dashboards, reports, and analytics related to your invoice and reminder activity.
• Managing reminder schedules, escalation sequences, and notification preferences for your account.
• Exporting your invoice and reminder data in available formats.
• Allowing authorised users within your organisation to access and operate the Software on your behalf, provided each authorised user agrees to the terms of this EULA and the Terms of Service.

Restrictions

You must not, and must not permit any other person to:

• Reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code, object code, or underlying algorithms of the Software.
• Copy, reproduce, modify, adapt, translate, or create derivative works based on the Software or any part of it.
• Sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make the Software available to any third party.
• Access or use the Software to build a competing product or service, or to benchmark the Software against a competing product or service for commercial purposes.
• Remove, obscure, or alter any proprietary notices, labels, or marks on or within the Software.
• Use automated tools, bots, scrapers, or crawlers to access or extract data from the Software except through our documented API.
• Use the Software in a way that violates any applicable law or regulation, including Australian privacy law, the Spam Act 2003 (Cth), ASIC Regulatory Guide 96, or the Australian Consumer Law.
• Circumvent, disable, or interfere with any security, access control, or usage monitoring features of the Software.
• Use the Software to process data relating to individuals who have not consented to receive communications from you in connection with a genuine commercial debt.

Intellectual Property

All intellectual property rights in and to the Software, including but not limited to copyright, trade mark, patent rights, design rights, trade secrets, database rights, and all other proprietary rights, are and remain the sole property of 2102 Pty Ltd (ABN 91 391 518 847) trading as Wren or our licensors.

This EULA does not transfer any title to or ownership of the Software to you. You acquire only the limited licence rights expressly set out in this EULA. No other rights are granted, whether by implication, estoppel, or otherwise.

You retain ownership of all data you submit to the Software ("Your Data"). You grant us a limited, non-exclusive, royalty-free licence to use, process, and store Your Data solely to provide and improve the Software, as described in our Privacy Policy.

Any feedback, suggestions, or ideas you provide regarding the Software may be used by us freely without any obligation to you, including to develop new features or products. You waive any moral rights in such feedback to the extent permitted by applicable law.

Third-Party Services

The Software integrates with third-party services and platforms including Xero, Stripe, and ClickSend (collectively "Third-Party Services"). Your use of these Third-Party Services is governed by their own terms of use, privacy policies, and other legal agreements, which are independent of this EULA.

• Xero: Use of the Xero integration is subject to Xero's terms of use and developer agreement. Xero is a registered trademark of Xero Limited. We connect to Xero via their official OAuth2 API but are not owned by, affiliated with, or endorsed by Xero Limited.
• Stripe: Payment link functionality is provided through Stripe. Use of Stripe features requires your acceptance of Stripe's Connected Account Agreement. Stripe is a registered trademark of Stripe, Inc.
• ClickSend: SMS reminder delivery is provided through ClickSend (with Twilio as a fallback). Use of SMS features is subject to ClickSend's and Twilio's respective terms of service and acceptable use policies.

We are not responsible for the availability, accuracy, security, or performance of any Third-Party Service, or for any loss or damage arising from your use of or reliance on those services.

Updates and Modifications

We may update, modify, add, or remove features of the Software at any time without prior notice, provided that we will not materially reduce the core functionality available to you during a paid subscription period without giving you at least 30 days notice and the option to cancel for a pro-rated refund.

Updates and modifications may be deployed automatically and without requiring any action on your part. Your continued use of the Software following any update constitutes your acceptance of the updated Software.

We may also update this EULA from time to time. Material changes will be communicated in accordance with the Changes to Terms section of our Terms of Service. Your continued use of the Software after the revised EULA takes effect constitutes acceptance of the updated EULA.

Data and Privacy

Your use of the Software involves the collection, processing, and storage of personal information, including information about your debtors. The collection and use of this information is governed by our Privacy Policy, which forms part of this EULA by reference.

You acknowledge that in relation to debtor personal information, you are the data controller and we are a data processor acting on your instructions. You are responsible for ensuring you have a lawful basis to collect and share debtor information with us.

We implement appropriate technical and organisational security measures to protect Your Data. For details of our security practices, please refer to our Security Policy.

Disclaimer of Warranties

To the maximum extent permitted by applicable law, the Software is provided on an "as is" and "as available" basis. We make no representations or warranties of any kind, whether express, implied, statutory, or otherwise, including but not limited to:

• Any implied warranty of merchantability, fitness for a particular purpose, or non-infringement.
• That the Software will meet your specific requirements or expectations.
• That the Software will be uninterrupted, timely, secure, or error-free.
• That defects in the Software will be corrected within any particular timeframe.
• That the results obtained from using the Software will be accurate, reliable, or complete.
• That any Third-Party Service integration will remain available or continue to operate in a manner compatible with the Software.

Limitation of Liability

To the maximum extent permitted by applicable law, 2102 Pty Ltd (ABN 91 391 518 847) trading as Wren and its directors, officers, employees, and agents will not be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or in connection with this EULA or your use of the Software, including but not limited to:

• Loss of profits, revenue, data, business, or goodwill.
• Loss arising from interruption to or unavailability of the Software or any Third-Party Service.
• Loss arising from your reliance on the accuracy or completeness of data produced or displayed by the Software.
• Loss arising from unauthorised access to or alteration of Your Data, where such access arises from circumstances beyond our reasonable control.

Our total aggregate liability to you under or in connection with this EULA and your use of the Software is limited to the total amount you paid to us in the 12 months immediately preceding the event giving rise to the claim.

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages. In such jurisdictions, our liability is limited to the greatest extent permitted by law.

Australian Consumer Law

Nothing in this EULA is intended to exclude, restrict, or modify any rights or remedies you may have under the Competition and Consumer Act 2010 (Cth), Schedule 2 (Australian Consumer Law), or any other applicable Australian consumer protection legislation that cannot be excluded by agreement.

If the Australian Consumer Law implies conditions, warranties, or guarantees into this EULA that cannot be excluded ("Non-Excludable Guarantees"), our liability for breach of any Non-Excludable Guarantee is limited, at our option, to:

• Re-supplying the Software or service; or
• Paying the cost of having the Software or service re-supplied.

Termination

This EULA and the licence granted under it will terminate automatically upon:

• Cancellation or termination of your Wren subscription in accordance with the Terms of Service.
• Your material breach of any provision of this EULA that remains uncured for 14 days after written notice from us.
• Termination of your account by us for violation of our acceptable use policy or applicable law.

You may also terminate this EULA at any time by cancelling your subscription and ceasing all use of the Software.

Effect of termination: Upon termination of this licence, you must immediately cease all use of the Software. Your data will remain accessible for export for 30 days following account closure, after which it will be retained and then permanently deleted in accordance with our Privacy Policy. Sections of this EULA that by their nature should survive termination (including Intellectual Property, Disclaimer of Warranties, Limitation of Liability, and Governing Law) will continue to apply after termination.

Governing Law

This EULA is governed by and construed in accordance with the laws of New South Wales, Australia, without regard to conflict of law principles. Any dispute arising out of or in connection with this EULA will be subject to the dispute resolution process set out in the Wren Terms of Service, and, failing resolution, to the exclusive jurisdiction of the courts of New South Wales, Australia.

If any provision of this EULA is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions will continue in full force and effect.

Contact

If you have any questions about this End-User Licence Agreement, please contact us: