Empwr Firms Program and Platform Terms (Draft)

Draft dated 11 October 2026. Not yet reviewed by a lawyer. Version id: terms-2026-10-draft-1.

Key terms in plain English

This summary forms part of the agreement. If it conflicts with the detailed terms, the detailed terms apply.

• We teach, you build. Empwr is an education and platform business. We train accountants to build better accounting businesses and give them tools to build their own apps. We are not your software developer, IT security adviser or professional adviser.
• Everything we provide stays ours. The course, recordings, templates, setup portal, Empwr Studio, the foundation template, vault tools, prompts and skills are Empwr's. You get a licence to use them in your own firm.
• What you build is yours. Apps you create, and your data, belong to your firm. Any Empwr code inside your apps stays Empwr's and is licensed to you.
• Sharing is optional. If you share an app to the vault, you keep ownership and give Empwr a licence to share it with members. You get credit now. A revenue share may come later under separate terms you would opt into.
• You are responsible for what you build. Security, testing, privacy, client data, and your professional and legal obligations, including TPB, AML/CTF and Privacy Act duties, are yours. Get your own independent IT security and developer advice before any tool touches client data.
• You own your accounts. Your firm holds and pays for Claude, GitHub, Supabase, Vercel or Lovable and Xero. Empwr does not store your client data.
• Our liability is capped at the fees you paid us in the previous 12 months. We are not liable for indirect loss. Your rights under the Australian Consumer Law are not affected.
• Membership is monthly or annual. Cancel with [30] days' notice. If it ends, tools you installed keep working in your firm, but new tools, updates and support stop.
• Referral links. We may receive a reward when you sign up to some services through our links. Your price does not change, and you can always sign up without them.

1. Parties, acceptance and how this agreement fits together

1.1 Parties. This agreement is between [Empwr Firms Pty Ltd] (ACN [ ]) of [address] (Empwr, we, us) and the firm named in the Order (Member, you).

1.2 Acceptance. You accept this agreement when the first of these happens: your authorised representative ticks to accept it in the setup portal, signs the Order, or you pay any Fee. Your representative confirms they are authorised to bind the Member.

1.3 Documents. This agreement is made up of:

• (a) these terms;
• (b) the Order (Schedule 1);
• (c) the Vault contribution terms (Schedule 2), which apply only when you submit a tool to the Vault;
• (d) the Build responsibility acknowledgement (Schedule 3);
• (e) the Authorised user terms (Schedule 4); and
• (f) Empwr's Privacy Policy at [URL].

1.4 Order of priority. The Order prevails on Fees, plan and dates. Otherwise, these terms prevail over the schedules, and the schedules prevail over any policy.

1.5 Authorised Users. You may let your partners, employees and contractors use the Program and Platform as Authorised Users. Each must accept Schedule 4 before first use. You are responsible for what your Authorised Users do and fail to do as if you had done it.

1.6 Business purpose. You acquire the Program and Platform for your business, not for personal, domestic or household use.

2. Definitions

In this agreement, these words have these meanings.

3. What Empwr provides

3.1 The Program and Platform. Empwr will provide the Program and Platform described in the Order with due care and skill.

3.2 Education and a platform, not development. Empwr provides training, templates, tools and a platform to help you build. Empwr does not build, deploy, host, operate, maintain, secure or support your Builds. Empwr does not act as your software developer, IT provider, security adviser or data processor, or as your legal, tax, compliance or professional adviser.

3.3 Examples are examples. Case studies, results, figures and New Wave's own tools shown in the Program illustrate what is possible. They are not a promise of any result for your firm.

3.4 Vault Tools are starting points. Vault Tools are working examples for you to test and tailor. They are not certified, audited or guaranteed to meet your firm's needs, any law or any professional standard. Tools contributed by other members are their work. Empwr reviews them only to the limited extent described in Schedule 2.

3.5 AI tools make mistakes. The Platform relies on AI tools such as Claude Code. They can produce code and content that is wrong, insecure, incomplete or inconsistent. You must review, test and verify anything they produce before relying on it.

3.6 Changes to the Platform. Empwr may change, update or retire features, tools or parts of the Platform. If a change materially reduces what you have paid for, Empwr will give you at least [30] days' notice. You may then cancel and receive a pro rata refund of any prepaid Fees for the period after cancellation.

3.7 Availability. Empwr will use reasonable efforts to keep the Platform available but does not promise it will be uninterrupted or error free. Your Builds run in Your Accounts, so a Platform outage does not stop tools you have already installed.

3.8 Support. Support is as set out in the Order. Support means guidance on using the Program and Platform. It does not include development work on your Builds unless Empwr agrees in writing, which may be on separate terms and fees.

4. Fees, membership, cancellation and lapse

4.1 Fees and GST. You must pay the Fees in the Order. Fees are in Australian dollars and exclude GST unless stated. You must also pay any GST on them. Empwr will issue tax invoices.

4.2 Cohort fee. The Cohort fee is payable [in full before the Cohort starts] [by the instalments in the Order]. Cohort cancellations: [full refund if you cancel at least 14 days before the start date; no refund after that, except where the law requires].

4.3 Membership billing. Membership is billed monthly or annually in advance through Empwr's payment provider. It renews automatically for the same period until cancelled.

4.4 Cancelling Membership. You may cancel a monthly Membership by giving [30] days' notice through the portal or by email. An annual Membership ends at the end of its annual term if you give notice at least [30] days before renewal. Fees already paid are not refunded for part periods, except where this agreement or the law says otherwise.

4.5 Failed payments. If a payment fails, Empwr will tell you and your Membership becomes past due. If it remains unpaid 14 days after that notice, your Membership lapses until you pay. Clause 11.6 explains what lapse means.

4.6 Price changes. Empwr may change Membership Fees by giving at least [60] days' notice. The new price applies from your next renewal after the notice period. If you don't accept it, you may cancel before it takes effect without any fee.

4.7 Third-party costs are yours. You pay all Third-Party Service fees directly to each provider. Empwr does not charge, collect or resell them and is not responsible for their prices or changes. Any costs Empwr shows you are estimates at a point in time.

4.8 Credits and discounts. Credits, coupons and discounts (including contributor credits under Schedule 2) apply as stated in the Order or the portal. They have no cash value and cannot be transferred.

5. Intellectual property

Empwr owns everything it provides. You own what you create and your firm's content. Empwr code inside your apps stays Empwr's and is licensed to you.

5.1 Empwr owns the Empwr Materials. All Intellectual Property Rights in the Empwr Materials, the Program and the Platform are owned by Empwr or its licensors. This includes every update, improvement and derivative made by or for Empwr, whether before or after this agreement. Nothing in this agreement transfers any of them to you.

5.2 You own your Member Apps and Firm Content. Intellectual Property Rights in your Member Apps and Firm Content are owned by you. Empwr makes no claim to them, except as set out in clause 5.3 and Schedule 2.

5.3 Apps that include Empwr Materials. Where a Member App includes or is derived from Empwr Materials, such as a tailored Vault Tool or anything built on the Foundation Template:

• (a) Empwr keeps ownership of the Empwr Materials within it;
• (b) you own your own original additions and Firm Content within it; and
• (c) you may use the combined app only under the licence in clause 5.4.

[Alternative for discussion: changes you make to Empwr-published Vault Tool code, other than Firm Content, are assigned to Empwr when made.]

5.4 Licence to you. While this agreement is in force, Empwr grants you a non-exclusive, non-transferable licence to use, copy and modify the Empwr Materials only to:

• (a) take part in the Program;
• (b) build, run and maintain Builds for your own firm, including Builds your own clients use to receive your services; and
• (c) let your Authorised Users do those things.

You may not sublicense this licence, except to your Authorised Users.

5.5 What you must not do with Empwr Materials. You must not:

• (a) sell, license, distribute, publish, white-label or otherwise make Empwr Materials available to anyone outside your firm, including other firms;
• (b) offer any Build that includes Empwr Materials as a product or service to other firms;
• (c) store Empwr Materials in a public repository or share recordings, course content or logins;
• (d) use Empwr Materials or Empwr's Confidential Information to create a training program, coaching program, template library, tool vault or platform for other professional services firms; or
• (e) remove or alter any copyright, licence or attribution notice.

5.6 After your Membership ends. If your Membership ends for any reason other than termination for your breach of clauses 5.5 or 9, you may keep using the Empwr Materials already in your Builds on the end date, in the versions installed, for your own firm under clauses 5.4 and 5.5. This continuing licence is perpetual. It does not include updates, new Vault Tools, course content, Platform access or support. If Empwr terminates for your breach of clauses 5.5 or 9, you must stop using and delete the Empwr Materials within 30 days.

5.7 AI-generated output. Code and content generated by AI tools at your direction form part of your Builds. They are treated as Member Apps, except to the extent they reproduce Empwr Materials. Neither party promises that copyright exists in AI-generated material. Your use of each AI tool is also governed by its provider's terms.

5.8 Feedback. You assign to Empwr all Intellectual Property Rights in Feedback when it is given. Empwr may use Feedback for any purpose without paying or crediting you.

5.9 Sessions and recordings. Empwr may record Program sessions and owns the recordings. You and your Authorised Users consent to being recorded. Empwr may use recordings only within the Program for members. Empwr will not use your name, firm name, likeness, testimonial or results in marketing without your separate written consent.

5.10 Empwr's know-how and usage data. Empwr may use general skills, know-how and experience gained through the Program. Empwr may also use aggregated, de-identified data about how the Platform is used, which never includes Client Data.

5.11 Brand. You must not use Empwr's names, logos or trade marks except as Empwr permits in writing or in its brand guidelines. You may say your tools were built with Empwr.

5.12 Open-source components. Some Empwr Materials include open-source software under its own licence. That licence governs those components.

5.13 Moral rights. To the extent permitted by law, you will procure that your Authorised Users consent to Empwr doing anything with Feedback and Contributed Tools that would otherwise infringe their moral rights.

6. Your responsibility for what you build

6.1 Your Builds are your responsibility. You are solely responsible for every Build: its design, code, configuration, testing, security, deployment, hosting, operation, maintenance, backups, the accuracy of its outputs and whether it suits your purposes. This applies equally to Vault Tools once you install them and to code generated by AI tools.

6.2 Independent advice before client use. Before any Build stores or processes Client Data, or is relied on in client work, you must:

• (a) obtain independent advice from a suitably qualified IT security professional or software developer engaged by you, at your cost, appropriate to the sensitivity of the data and the risk;
• (b) test the Build properly, including with realistic but non-identifying data first;
• (c) put in place access controls, multi-factor authentication, backups and an incident response plan; and
• (d) act on that advice before going live.

Empwr's automated checks, such as secret scans, database access rule checks and its review of Contributed Tools, are aids only. They do not replace this advice.

6.3 Your legal and professional obligations. You remain responsible for complying with every law and professional standard that applies to you. These include the Tax Agent Services Act 2009 (Cth) and the Tax Practitioners Board Code of Professional Conduct, APES 110 and other APESB standards, the Privacy Act 1988 (Cth) where it applies to you, and the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth), including the obligations that started for many accountants on 1 July 2026.

6.4 No tool makes you compliant. No Build or Vault Tool makes you compliant with any law or standard. For example, the AML/CTF client checks tool is an aid. Your AML/CTF program, customer due diligence decisions, record keeping and reporting remain yours.

6.5 Professional judgement. A suitably qualified person must review the outputs of any Build before you rely on them or give them to a client. This includes review points, risk ratings, reports, calculations and fee proposals. You must not use a Build to make decisions about clients without human review.

6.6 Your Accounts. Your Accounts are in your name. You are responsible for their security (including multi-factor authentication), plans, costs, and compliance with each provider's terms, such as Xero's developer terms and Anthropic's usage policies.

6.7 Credentials. You must keep all keys, passwords and access tokens secure, and revoke access promptly when a person leaves your firm.

6.8 Insurance. You must hold professional indemnity insurance as required by law or your professional body. You should hold cyber insurance. Before using a Build in client work, you should confirm with your insurers that use of self-built software is covered.

6.9 Apps your clients use. If you make a Build available to your clients, you are responsible for your terms of use, privacy notices, support and liability to them. Empwr is not a party to that relationship and has no liability to your clients.

6.10 Acknowledgement. Your authorised representative must complete the acknowledgement in Schedule 3 before you first use the Platform.

7. Data, privacy and security

7.1 Empwr does not host Client Data. Your Builds and Client Data sit in Your Accounts. Empwr does not need access to Client Data. You must not upload Client Data to Empwr's systems, community, support requests or Vault submissions.

7.2 Data handled during setup. To connect Your Accounts, the Platform may briefly handle access tokens, keys and any client list export you choose to import. Empwr handles that data only to complete the step and passes it directly to Your Accounts. Empwr does not keep it afterwards, except a record that the connection worked. Empwr protects it with reasonable security while it is handled. You confirm you are authorised to provide it.

7.3 Support access. If you ask for help and give Empwr access to your workspace or repository, Empwr will use that access only for your request. You should limit Client Data exposed during support and may revoke access at any time.

7.4 Personal information about your people. Empwr collects personal information about you and your Authorised Users, such as names, emails and Platform activity. Empwr handles it under its Privacy Policy.

7.5 Platform usage data. Empwr may collect technical and usage data about the Platform, such as connection status, tool installs and errors, to run and improve it. This data does not include Client Data.

7.6 Security incidents. If Empwr becomes aware of a security incident affecting data Empwr holds about you, Empwr will tell you without undue delay. You are responsible for incidents in Your Accounts and Builds, including any notifiable data breach obligations.

7.7 Where data is stored. Empwr stores its Platform data in Australia. By default, setup creates your Supabase project in Sydney, but you control where your data is stored.

8. Third-party services and referral disclosure

8.1 You contract with each provider directly. Your Builds and the Platform depend on Third-Party Services that Empwr does not control. Each provider's terms govern your use of its service. Empwr is not responsible for their availability, security, pricing, plan limits, API changes, account suspensions, data loss or decisions.

8.2 Guidance is a snapshot. Any guidance Empwr gives about Third-Party Services, such as prices, plans or connection limits, summarises them at a point in time. Check each provider's current terms before relying on it.

8.3 Xero. You are responsible for your Xero developer app, its compliance with Xero's developer terms, any tier application and your connection limits. Empwr may help draft application text, but the outcome is Xero's decision.

8.4 Referral rewards. Empwr has referral or affiliate arrangements with some providers, currently [Ignition, Karbon and Lovable], and may receive a reward if you sign up through Empwr's links. Some providers also give you a benefit through those links, such as a discount. Using a link never increases your price. You may always sign up directly instead. Empwr lists its current arrangements at [URL] and recommends services on their merits, not on whether a reward is paid.

9. Acceptable use and confidentiality

9.1 Acceptable use. You and your Authorised Users must not:

• (a) use the Program or Platform unlawfully, or to harm or mislead anyone;
• (b) introduce malware or attempt to access Empwr's systems or other members' data without permission;
• (c) reverse engineer the Platform, except to the extent the law allows;
• (d) share logins, or bulk download or scrape Empwr Materials;
• (e) record sessions without Empwr's consent;
• (f) use the Platform to build tools that breach a provider's terms, such as accessing Xero data in ways Xero does not permit; or
• (g) harass other members or misrepresent any connection with Empwr.

9.2 Confidentiality. Each party must keep the other's Confidential Information confidential and use it only for this agreement. A party may disclose it to its own people and advisers who need to know and are bound to keep it confidential, or where the law requires.

• (a) Empwr's Confidential Information includes Empwr Materials not publicly released, Vault contents, pricing not publicly released, and information about other members and their tools.
• (b) Your Confidential Information includes Client Data and non-public information about your firm.
• (c) Information is not confidential if it is public (other than through a breach), was already known to the recipient, or was independently developed.

9.3 Other members. Information other members share in sessions, the community or the Vault is Empwr's Confidential Information for your purposes. You must not disclose it outside the Program. Never share client-identifying information in the community.

9.4 How long this lasts. Clauses 9.2 and 9.3 continue for [5] years after this agreement ends. For Client Data and trade secrets, they continue indefinitely.

10. Liability, Australian Consumer Law and indemnity

10.1 Your rights under the ACL. Nothing in this agreement excludes, restricts or modifies any right or remedy, or any guarantee, warranty or other term implied or imposed by the ACL or other law, that cannot lawfully be excluded, restricted or modified. Where Empwr is allowed to limit its liability for a failure to comply with a consumer guarantee, its liability is limited, at Empwr's option, to supplying the services again or paying the cost of having them supplied again.

10.2 Other warranties excluded. Subject to clause 10.1, Empwr excludes all other warranties and conditions. The Program, Platform and Empwr Materials, including Vault Tools, are provided as is and as available.

10.3 No liability for your Builds. Subject to clause 10.1, Empwr is not liable for any loss arising from or in connection with:

• (a) your Builds, including installed or tailored Vault Tools and AI-generated code;
• (b) tools contributed by other members;
• (c) Third-Party Services or Your Accounts;
• (d) your use of Builds with Client Data or in client work;
• (e) security incidents in Your Accounts or Builds;
• (f) your legal, regulatory or professional obligations; or
• (g) your failure to obtain independent advice under clause 6.2.

This clause does not exclude loss to the extent it is directly caused by Empwr's fraud, wilful misconduct or negligence in operating the Platform. That liability is subject to clause 10.5.

10.4 Indirect loss. Subject to clause 10.1, neither party is liable to the other for loss of profits, revenue, data, goodwill or opportunity, business interruption, or any indirect or consequential loss. This does not limit your obligation to pay Fees, your liability under clauses 5.5 or 9, or your indemnity in clause 10.6.

10.5 Cap on Empwr's liability. Subject to clause 10.1, Empwr's total liability under or in connection with this agreement is limited to the Fees you paid Empwr in the 12 months before the event giving rise to the claim.

10.6 Your indemnity. You indemnify Empwr, its related bodies corporate and their officers and employees against any claim by a third party, and resulting loss, arising from:

• (a) your Builds or Contributed Tools;
• (b) your use of Client Data;
• (c) your breach of this agreement, a law or a professional standard; or
• (d) any claim that your Member App or Contributed Tool infringes a third party's rights.

This indemnity is reduced to the extent Empwr caused or contributed to the loss. Third parties include your clients, regulators and Third-Party Service providers.

10.7 Infringement claims about Empwr Materials. If a third party claims Empwr Materials infringe its rights, Empwr may modify, replace or withdraw them. Subject to clause 10.1, that is your only remedy.

10.8 Mitigation. Each party must take reasonable steps to reduce any loss it suffers.

11. Suspension, termination and what happens after

11.1 Term. This agreement starts when you accept it and continues until the Cohort is complete and any Membership has ended.

11.2 Termination for breach. Either party may terminate this agreement by notice if the other party:

• (a) materially breaches it and does not remedy the breach within 14 days after notice;
• (b) materially breaches it in a way that cannot be remedied; or
• (c) becomes insolvent, to the extent the law allows termination for that reason.

11.3 Suspension. Empwr may suspend your access to the Platform if Fees remain unpaid under clause 4.5, if your use threatens the security of the Platform or other members, or if the law requires it. Empwr will give notice where practicable and restore access once the issue is resolved.

11.4 Empwr stopping the Program. Empwr may stop offering the Cohort or Membership by giving at least [90] days' notice. Empwr will refund prepaid Fees for any period after it stops.

11.5 When Membership lapses or ends.

11.6 What lapse means. While your Membership is lapsed, you keep your Builds and installed Empwr Materials, but Membership benefits are paused until you pay.

11.7 Platform records. Empwr keeps your Platform records, such as connection settings and install history, for [90] days after this agreement ends, so you can export them. After that, Empwr may delete them, except where the law requires it to keep them.

11.8 Removing access. When this agreement ends, Empwr will revoke its access to your repository and Your Accounts. You should also remove the Empwr GitHub app and any Empwr tokens from Your Accounts.

11.9 What survives. Clauses 4 (for Fees owed), 5, 6, 9, 10, 11 and 12 survive the end of this agreement, as do any accrued rights.

12. General terms

12.1 Changes to these terms. Empwr may update these terms by giving at least [30] days' notice. A change that materially disadvantages you applies from your next renewal after the notice period. If you don't accept it, you may cancel before it takes effect and receive a pro rata refund of prepaid Fees. Changes required by law, or that don't disadvantage you, may take effect sooner. The portal records which version you accepted.

12.2 Assignment. You may not assign this agreement without Empwr's written consent, which will not be unreasonably withheld. Empwr may assign it to a related body corporate or to a buyer of the Empwr business by giving notice, if the assignee takes on Empwr's obligations.

12.3 Related entities and subcontractors. Empwr may use its related bodies corporate, including New Wave Group entities, and subcontractors to deliver the Program. Empwr remains responsible for them.

12.4 Relationship. The parties are independent. Nothing in this agreement creates a partnership, joint venture, agency or employment relationship.

12.5 Disputes. A party with a dispute must give the other notice, and senior representatives must try to resolve it within 20 business days. If they can't, either party may refer it to mediation in Brisbane or the Gold Coast before starting court proceedings. This does not stop a party seeking urgent court orders.

12.6 Events outside a party's control. Neither party is liable for delay or failure caused by events beyond its reasonable control, other than an obligation to pay money.

12.7 Notices. Notices may be given by email to the addresses in the Order or the portal.

12.8 Electronic acceptance. This agreement may be accepted and signed electronically.

12.9 Entire agreement, waiver and severance. This agreement is the whole agreement on its subject matter. A failure to enforce a term is not a waiver. If any term is void, unenforceable or unfair, it is severed and the rest continues.

12.10 Governing law. The laws of Queensland govern this agreement. Each party submits to the courts of Queensland and the courts that hear appeals from them.

Schedule 1: Order

The portal fills these details in at sign-up. Prices below are placeholders to confirm.

Membership tiers

What's included