WAKATA TERMS AND CONDITIONS
Last Updated: 1 Jan 2026
This Agreement sets out the terms and conditions under which Emmy-Clare Pty Ltd (ABN 65 609 572 054) trading as Wakata.ai ("Wakata", "we", "us", or "our") supplies access to its software-as-a-service platform and related services to the person or entity agreeing to these terms ("Customer", "you").
By creating an account, submitting an order, or accessing or using the Services, you agree to be bound by this Agreement.
1. Definitions
In this Agreement, unless the context requires otherwise:
Account means the administrative, end-user, or organisation account created to access the Services.
Agreement means these Terms and Conditions together with any Order, policy, or schedule incorporated by reference.
Anonymised Data means data that has been processed or aggregated in such a manner that it cannot reasonably be used to identify any individual, the Customer, or any specific End User, either directly or in combination with other information reasonably available to Wakata.
Customer Data has the meaning given in clause 8.1.
End User means any person authorised by the Customer to access or use the Services under the Customer's Account.
Enforcement Restriction means any limitation, delay, suspension, or restriction of access to features or functionality of the Services applied by Wakata.
Fees means the amounts payable by you for the Services, as specified in your Order or otherwise agreed in writing.
Intellectual Property Rights means all intellectual property rights, including copyright, patents, trade marks, designs, trade secrets, and moral rights.
Order means the online or written order form, proposal, or quote accepted by you for the supply of Services.
Services means the Wakata software platform (including the web portal, mobile applications, APIs, and related modules) and any related support or implementation services provided by Wakata.
Term means the subscription period specified in the relevant Order.
Third Party Services means services, applications, connectors, or integrations provided by parties other than Wakata.
2. Scope
This Agreement governs your use of the Services and any technology or updates supplied by Wakata that reference these Terms.
This Agreement incorporates by reference Wakata's Privacy Policy, Acceptable Use Policy, and any other documents published at https://wakata.ai as amended from time to time.
If any inconsistency arises between documents, the following order of precedence applies: (a) an executed Order; (b) these Terms and Conditions; (c) Wakata policies referenced herein.
3. Acceptance and Authority
You warrant that you are over 18 years of age and have full power and authority to enter into and perform this Agreement.
If you enter into this Agreement on behalf of a company or other entity, you represent and warrant that you are duly authorised to bind that entity.
4. Provision of Services
Subject to payment of Fees and compliance with this Agreement, Wakata grants you a non-exclusive, non-transferable, revocable licence to access and use the Services during the Term for your internal business purposes only.
Wakata may modify the functionality, features, or user interface of the Services from time to time. Where a change materially reduces functionality (other than any Enforcement Restriction), Wakata will provide reasonable prior notice, and you may terminate the affected Service.
You must ensure that your devices and systems meet any minimum technical requirements to access Wakata.
5. Accounts and Access
Each End User must have an individual Account. Accounts must not be shared.
You are responsible for maintaining the confidentiality of login credentials and for all activity occurring under your Accounts.
You must promptly notify Wakata of any unauthorised access or security breach relating to your Accounts.
Administrators designated by you control End User Accounts and data within your organisation. Wakata is not responsible for internal management or disputes between administrators and users.
6. Pricing and Payment
Pricing Structure Wakata offers the Services under the following access models:
Freemium Access, which provides limited access to the platform and a defined number of permitted transactions per calendar month at no charge; and
Paid Subscriptions, which provide access to the platform in accordance with the plan, features, usage limits, and Fees specified in the Customer's Order or online account.
Wakata may offer different subscription tiers or custom arrangements. The specific terms applicable to your subscription are as set out in your Order or as otherwise agreed in writing.
Fees and Orders The applicable Fees for each tier or plan are as specified in your online account, order form, or as otherwise agreed in writing between you and Wakata. Wakata may vary Fees from time to time in accordance with clause 6.9.
Billing Cycle
Freemium Access incurs no charge unless upgraded to a paid plan.
Paid Subscriptions are billed monthly in arrears. Each invoice will include the base subscription fee for the billing period just ended, plus any additional usage fees incurred during that period.
Payment Method and Timing: All payments must be made by credit card, direct debit, or another approved payment method specified in your account. Where invoicing is agreed, payment is due within fourteen (14) days of the invoice date.
Additional Usage: If your usage exceeds the limits of your selected plan, you authorise Wakata to automatically charge or invoice you for the applicable additional usage fees at the rates specified in your account or Order.
Taxes: All Fees are exclusive of goods and services tax (GST) and other applicable taxes, which you must pay in addition.
Overdue Amounts
Fees not disputed in accordance with clause 6.12 and not paid when due accrue interest at the Reserve Bank of Australia cash rate plus two per cent (2%) per annum, calculated daily until paid, provided that total accrued interest shall not exceed twenty-five per cent (25%) of the overdue amount.
Where Fees remain overdue, Wakata may, in its discretion, apply Enforcement Restrictions. Such restrictions may be applied progressively based on the duration and amount of non-payment.
Wakata will restore full access to the Services within a reasonable time (not exceeding 24 hours) upon receipt of payment in full of all outstanding Fees, including any accrued interest.
Enforcement Restrictions for Overdue Accounts
Purpose. The Enforcement Restrictions described in this clause are designed to encourage timely payment while preserving core operational capabilities for End Users, particularly field workers using mobile applications.
Graduated Restrictions. Wakata reserves the right to apply progressive restrictions to overdue accounts at intervals and severity levels determined by Wakata in its sole and absolute discretion, having regard to the duration and amount of non-payment. Such restrictions may include but are not limited to:
displaying persistent payment reminders and banners within the portal;
delaying the delivery of notifications, alerts, and automated messages;
restricting or disabling the ability to create new projects, sites, roles, asset types, schedules, templates, or other organisational items;
restricting or disabling bulk operations, including bulk approvals, bulk messaging, and bulk updates;
queuing or delaying data exports and report generation;
suspending or restricting messaging functionality within the portal;
freezing approval workflows for assets or users;
restricting access to configuration and settings pages;
disabling or restricting dashboard analytics and operational metrics;
pausing integrations and returning appropriate HTTP status codes (such as 402 Payment Required) on API write endpoints; and
limiting portal access to payment-related pages only.
Mobile Application and Data Collection. Notwithstanding any Enforcement Restriction, Wakata may, at its discretion, maintain certain data collection capabilities via mobile applications during restriction periods. Subject to Wakata's discretion, available functionality may include completing inspections and tasks, submitting issues and work orders, updating asset information, viewing assignments, accessing safety checklists, and taking photos and notes. Wakata does not guarantee any level of mobile access during Enforcement Restriction periods and may, in its absolute discretion, restrict or disable any or all mobile functionality at any time during non-payment.
Data Preservation. All Customer Data collected during any Enforcement Restriction period will be retained and made fully accessible upon payment of all outstanding Fees. Data integrity will be maintained throughout any restriction period.
Notice. Wakata may, but is not obliged to, notify designated account administrators by email before applying or escalating Enforcement Restrictions. Any such notice is provided as a courtesy only and failure to provide notice does not affect Wakata's right to apply Enforcement Restrictions at any time.
No Liability. To the maximum extent permitted by law, Wakata is not liable for any loss, damage, or expense arising from or in connection with any Enforcement Restriction applied in accordance with this clause, including but not limited to loss of profits, business interruption, or inability to meet operational or compliance deadlines.
Not a Waiver. The application of Enforcement Restrictions does not constitute a waiver of Wakata's right to pursue any other remedy available at law or under this Agreement, including termination for non-payment.
No Refunds: Except as required by law, Fees are non-refundable and non-creditable. If you cancel your subscription, you remain liable for the full month's Fees, including the base subscription fee and any usage incurred during that billing period.
Changes to Pricing: Wakata may modify its pricing or fee structure from time to time. For customers on monthly plans, changes will take effect from the next billing cycle after at least thirty (30) days' written notice. For customers under an Enterprise Agreement, pricing changes will apply only as permitted by that agreement.
Telecommunications and Network Charges: You are responsible for all data, internet, and telecommunications costs incurred in accessing the Services.
Invoice Disputes
If you dispute any invoice or charge, you must notify Wakata in writing within fourteen (14) days of the invoice date, specifying the disputed amount and the grounds for dispute in reasonable detail.
Any portion of an invoice not disputed within the timeframe in clause 6.12.1 is deemed accepted and must be paid in accordance with clause 6.4.
Pending resolution of a bona fide dispute, you must pay all undisputed amounts when due. Failure to pay undisputed amounts entitles Wakata to apply Enforcement Restrictions.
Wakata will use reasonable endeavours to resolve disputes within thirty (30) days. If the dispute is resolved in your favour, Wakata will credit or refund the disputed amount. If resolved in Wakata's favour, you must pay the disputed amount within seven (7) days.
7. Intellectual Property
All Intellectual Property Rights in the Services, including software, code, documentation, interfaces, databases, and branding, remain the exclusive property of Wakata or its licensors.
No rights or licences are granted to you except as expressly stated in this Agreement.
You must not:
copy, reproduce, modify, adapt, translate, or create derivative works of the Services;
reverse-engineer or attempt to extract source code;
resell, sublicense, or distribute the Services; or
remove or obscure any proprietary notices.
Wakata grants you a limited licence to access and use any templates or materials provided within the platform solely for your internal operations.
8. Customer Data and Responsibilities
Ownership of Data
You retain all rights, title, and interest in and to all data, records, checklists, templates, attachments, files, photographs, and other materials created, uploaded, or generated through the Services ("Customer Data"). Wakata does not claim ownership of Customer Data.
Notwithstanding your ownership of Customer Data, you acknowledge that Wakata may restrict your ability to access, export, or retrieve Customer Data as part of any Enforcement Restriction. This restriction does not transfer ownership and does not constitute a claim over Customer Data. Full access will be restored upon payment of all outstanding Fees. Wakata may, at its sole discretion and upon written request, provide a one-time export of Customer Data during an Enforcement Restriction period, subject to payment of a reasonable administration fee and provided no amounts have been overdue for more than sixty (60) days.
Wakata's Licence to Process: You grant Wakata a non-exclusive, worldwide, limited licence to host, process, transmit, and display Customer Data solely to:
provide, maintain, and improve the Services, including making Customer Data available in testing or staging environments for the purpose of enabling you to test new features or custom configurations;
comply with legal obligations; and
ensure the security and integrity of the platform. Wakata may use anonymised or aggregated data that cannot reasonably identify you or any individual to enhance and develop its services.
Customer Responsibility: You are solely responsible for:
the accuracy, legality, and completeness of all Customer Data;
ensuring that any workflows, templates, forms, checklists, or configurations you design, adopt, or request Wakata to assist with align with your internal policies, procedures, and legal obligations;
reviewing and validating all outputs, reports, Content (as defined in clause 11A), or insights produced through or made available by the Services before relying on them or deploying them within your organisation;
obtaining and maintaining any necessary consents or authorisations for data uploaded or processed; and
all consequences arising from the use or deployment of any Content within your organisation, regardless of whether that Content was created by you, created by Wakata at your request, sourced from the checklist store, contributed by other users, or generated through automated processes.
Wakata provides digital infrastructure and, where applicable, administrative or technical assistance only. Wakata does not provide professional, industry-specific, regulatory, or compliance expertise and does not verify or certify that your configurations, Content, or use of the Services comply with any law, regulation, code, or standard.
Implementation Assistance: Where Wakata assists you with configuration, implementation or service support, such assistance is a technical facilitation service only. You remain responsible for confirming accuracy and compliance before deployment.
Security Obligations: Wakata will apply commercially reasonable technical and organisational measures to safeguard Customer Data in accordance with its Privacy Policy and security standards. You are responsible for secure user-access management within your organisation.
Retention and Deletion: Upon termination or expiry, you may export Customer Data for sixty (60) days (the "Export Period"). If termination occurs while Enforcement Restrictions are in effect that limit export functionality, Wakata will enable export functionality for the duration of the Export Period, provided you pay any outstanding Fees in full or, at Wakata's sole discretion, provide a binding undertaking to pay. Thereafter, Wakata may permanently delete or archive Customer Data in accordance with its retention policy unless otherwise required by law.
9. Privacy and Data Protection
Wakata handles personal information in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles.
Where required by law, Wakata will notify you of any eligible data breach under the Notifiable Data Breaches scheme.
10. Security and Availability
Wakata will use commercially reasonable efforts to maintain 99.5% monthly uptime excluding scheduled or emergency maintenance and factors outside its control.
Wakata does not guarantee uninterrupted or error-free operation. For the avoidance of doubt, any reduction in functionality or availability resulting from an Enforcement Restriction applied in good faith pursuant to clauses 6.7 and 6.8 does not constitute a failure to meet uptime commitments and does not give rise to any service credit or other remedy.
11. AI and Automation Features
Where the Services provide AI-generated suggestions, summaries, or insights ("AI Outputs"), you acknowledge that such outputs are generated algorithmically and may contain inaccuracies.
You are responsible for reviewing AI Outputs before use and must not rely on them as professional, legal, or compliance advice.
You must not input personal or sensitive information into AI features unless permitted by law and your internal policies.
11A. Checklist Store, Templates, and Content Responsibility
Content Sources. The Services may include or make available checklists, templates, forms, workflows, and related materials ("Content") through a checklist store, template library, or similar feature. Content may be created by Wakata, contributed by other users, sourced from third parties, or generated through automated processes.
Technical Service Only. Where Wakata creates, configures, or assists with the preparation of any Content (whether at your request or otherwise), Wakata does so in an administrative and technical capacity only. Such assistance constitutes data entry, formatting, and platform configuration—not the provision of professional, industry-specific, regulatory, safety, or compliance expertise. Wakata does not hold itself out as having specialist knowledge in any industry, trade, or regulatory framework for which Content may be created.
Customer Sole Responsibility. Regardless of who created the Content or how it was sourced, you are solely and entirely responsible for:
(a) reviewing all Content for accuracy, completeness, correctness, and suitability before any use or deployment within your organisation;
(b) verifying that the Content reflects current laws, regulations, industry standards, codes of practice, and your internal policies;
(c) identifying and correcting any errors, omissions, ambiguities, or inaccuracies—including spelling, terminology, procedural sequencing, safety requirements, or technical specifications;
(d) ensuring the Content is appropriate for your specific operational context, workforce capabilities, and risk profile;
(e) obtaining independent professional advice where the Content relates to safety-critical, legally regulated, or compliance-sensitive activities; and
(f) training and supervising personnel who use or rely on the Content.
No Verification or Endorsement. Wakata does not review, audit, verify, certify, or endorse any Content for accuracy, fitness for purpose, regulatory compliance, or suitability for any particular use. The availability of Content through the Services does not constitute a recommendation or representation that it is appropriate for your circumstances.
User-Contributed Content. If you contribute Content to the checklist store or share it with other users:
(a) you represent that you own or have all necessary rights to share such Content;
(b) you grant Wakata a non-exclusive, royalty-free, worldwide licence to host, display, distribute, and sublicense the Content to other users;
(c) Wakata may remove or modify contributed Content at any time without notice; and
(d) you indemnify Wakata against any claims arising from Content you contribute.
Disclaimer and Limitation. To the maximum extent permitted by law:
(a) all Content is provided "as is" without any warranty or representation of any kind;
(b) Wakata disclaims all liability for any loss, damage, injury, regulatory penalty, failed inspection, enforcement action, or other consequence arising from your use of, reliance on, or deployment of any Content; and
(c) you release Wakata from any claim relating to the accuracy, completeness, or fitness for purpose of any Content, regardless of whether Wakata created, sourced, or facilitated access to that Content.
12. Third-Party Services
The Services may interoperate with Third Party Services. Your use of any Third Party Service is governed by the applicable third-party terms.
Wakata is not responsible for any access to or use of Customer Data by such third parties.
13. Warranties and Disclaimers
Except as expressly stated in this Agreement or required by law, the Services are provided "as is" and "as available."
Wakata disclaims all implied warranties of merchantability, fitness for purpose, and non-infringement to the maximum extent permitted by law.
Nothing in this Agreement limits any rights or remedies available under the Australian Consumer Law that cannot be excluded.
14. Liability and Indemnities
To the maximum extent permitted by law, neither party is liable for any indirect, consequential, special, or punitive loss, or for loss of profits, revenue, goodwill, or data.
Wakata's total aggregate liability arising out of or in connection with this Agreement is limited to the Fees paid by you in the six (6) months preceding the event giving rise to the claim.
You indemnify Wakata and its officers, employees, and contractors against any loss, liability, damage, cost, or claim (including legal fees on a full indemnity basis) arising from or in connection with:
your breach of this Agreement;
your misuse of the Services or Customer Data;
your use, adoption, deployment, or distribution of any Content (as defined in clause 11A), including any claim that such Content was inaccurate, incomplete, misleading, or unfit for purpose;
any Content you contribute to the checklist store or share with other users, including any claim of intellectual property infringement, defamation, or other wrongdoing; or
any claim by an End User, employee, contractor, regulator, or third party arising from reliance on Content deployed within your organisation.
Without limiting clause 14.1, Wakata is not liable for any loss, damage, cost, or expense (whether direct or indirect) arising from or in connection with any Enforcement Restriction, including but not limited to:
delayed notifications or alerts;
inability to create new items or perform bulk operations;
delayed exports or reports;
paused integrations or API restrictions;
inability to send messages or process approvals; or
any operational or compliance impact resulting from restricted access to the Services.
Without limiting clause 14.1, Wakata is not liable for any loss, damage, cost, or expense (whether direct or indirect) arising from or in connection with any inaccuracy, error, omission, or unsuitability in any Content (as defined in clause 11A), regardless of whether Wakata created, sourced, or made available that Content.
15. Term, Renewal, Suspension, and Termination
Commencement and Continuation: The Agreement commences when you create an Account or submit an Order, whichever occurs first. Your subscription continues on a month-to-month basis until cancelled in accordance with this clause.
Cancellation by Customer: You may cancel your subscription at any time by:
(i) using the cancellation function within the Services; or
(ii) providing written notice to Wakata at support@wakata.ai
Cancellation takes effect at the end of the current billing period (being the calendar month in which cancellation notice is given). You remain liable for all Fees accrued prior to the effective date of cancellation, including the full base subscription fee and any usage charges for the billing period in which cancellation takes effect, regardless of when during that period you gave notice. For the avoidance of doubt, partial-month refunds or credits are not available. Simply ceasing to use the Services does not constitute cancellation, and Fees will continue to accrue until you cancel in accordance with this clause.
Cancellation by Wakata: Wakata may cancel your subscription by providing thirty (30) days' written notice to the email address associated with your Account.
Upon termination:
all rights and licences granted cease immediately;
you must cease using the Services and pay all outstanding Fees; and
Customer Data handling will occur under clause 8.6.
For the avoidance of doubt, the application of Enforcement Restrictions does not constitute termination or suspension of this Agreement, and the Agreement remains in full force and effect during any Enforcement Restriction period. Wakata reserves the right to terminate this Agreement for non-payment following application of Enforcement Restrictions if payment remains outstanding for more than sixty (60) days.
16. Amendments
Wakata may amend these Terms or referenced policies from time to time. Material amendments that reduce your rights will take effect thirty (30) days after notice. If you reasonably object, you may terminate your subscription before the effective date.
17. General
This Agreement is governed by the laws of Queensland, Australia, and the parties submit to the exclusive jurisdiction of its courts.
If any provision is invalid or unenforceable, it will be severed, and the remainder will continue in effect.
Neither party is liable for delay or failure caused by events beyond its reasonable control (Force Majeure). This clause does not excuse, limit, or delay any obligation to pay Fees under this Agreement.
No waiver is effective unless in writing.
You may not assign or transfer this Agreement without Wakata's prior written consent.
This Agreement constitutes the entire agreement between the parties and supersedes all prior representations or understandings.