Terms of Service | Kindling

Version 1.0, effective 30 September 2026

Kindling Tech Pty Ltd ACN 671 860 030 (Kindling, we, us)

1. About these terms

1.1 These terms are between Kindling and the business or organisation that accepts them (you). They govern your Kindling Account if you have one, the free features of the Kindling Platform, any Marketplace Services you order from us, and how we handle your content and data.

1.2 You accept these terms by creating an Account or clicking to accept them, by accepting a Marketplace Order that refers to them, by signing a Kindling Launch Agreement or Subscription Order Form (each of which incorporates them), or by using the Platform. The person who accepts on your behalf confirms that they are authorised to do so.

1.3 You do not need an Account to order Marketplace Services. If you do not have an Account, the parts of these terms about Accounts do not apply to you until you have one. Everything else does.

1.4 Kindling Launch and paid subscriptions are also governed by the Kindling Engagement Terms and the Launch Agreement or Order Form you sign. If those documents conflict with these terms, they prevail for the services they cover. These terms continue to govern your Account, the free features, Marketplace Services and your data.

1.5 The current version of these terms is available at www.kindling.team/terms. Each version has a number and an effective date. Clause 12 explains which version applies to you and how changes are made.

2. Your Account

2.1 The Platform is for business use. By creating or using an Account you confirm that you are acting for a business or organisation, that you are authorised to bind it, and that the information you give us is accurate and kept up to date.

2.2 You are responsible for everyone who uses your Account and for keeping login credentials secure. Tell us promptly if you become aware of unauthorised access.

2.3 We create an Account for you when you sign a Launch Agreement or Order Form, and may create one for you when you order Marketplace Services. We may decline to open an Account, or limit one, where we reasonably consider the Platform is not suited to the business or the use is inconsistent with these terms.

2.4 Some features may require you to accept additional terms shown in the Platform before you use them.

3. Free features

3.1 Some features of the Platform are available at no charge. We provide them as they are, may change or withdraw them on reasonable notice, and do not commit to any service level for them. Paid features are described in your Launch Agreement or Order Form and are provided under the Engagement Terms.

3.2 Nothing in this clause limits your rights under the Australian Consumer Law or any other law that cannot be excluded.

4. Marketplace Services

4.1 Catalogue. The Marketplace Catalogue describes creative and production services we can arrange (Marketplace Services) with indicative prices, which may be shown as ranges or as “from” prices. The Catalogue is not an offer and nothing in it binds either of us.

4.2 Request and Quote. To order a Marketplace Service you submit a request through the Platform or by contacting us. We will either decline the request or issue a Quote. A Quote sets out the service and its scope, a fixed price, any pass-through costs (such as travel, location or talent) itemised or capped, the delivery window or scheduled date, the period for which the Quote is open, any cancellation and rescheduling terms specific to that order, and the version of these terms that applies. We may decline any request at our discretion.

4.3 Acceptance. You accept a Quote by clicking the acceptance link in it, by replying in writing that you accept it, or by paying it. On acceptance the Quote becomes a binding Marketplace Order on the terms it states and these terms. If a Quote expires before you accept it, ask us for a new one; the price may have changed. If you accept these Terms, or place or accept an order, on behalf of a company or other organisation, you confirm that you are authorised to bind that organisation, and references to “you” include that organisation.

4.4 Cancellation and rescheduling. This clause applies to every Marketplace Order, including an included service under clause 4.11, unless the Marketplace Order states different terms for that order.

Notice. Either of us may cancel or reschedule a Marketplace Order by written notice, including by email. Your notice goes to the Kindling strategist managing the order, or to the address in clause 14.5, and is given when sent.
Agreed start. For a service with a scheduled date, such as a shoot, the agreed start is the date and time stated in the Marketplace Order or, if changed by agreement in writing, the date and time last agreed. A service with no scheduled date, such as an edit or a campaign, starts when we begin work on it; we will tell you on request whether work has started. Most services can be rescheduled by agreement, subject to the nature of the service and our reasonable operational requirements, and we cannot guarantee a new date requested within 48 hours of the agreed start.
Cancellation with notice. If you cancel more than 48 hours before the agreed start, or before we have started work on a service with no scheduled date, we will refund everything you have paid for the order, or cancel the invoice if it is unpaid, and no fee applies.
Late cancellation or rescheduling. If you cancel or reschedule within 48 hours of the agreed start, or cancel a service with no scheduled date after work has started, we may charge, or retain from what you have paid, a cancellation fee of:
1. for a service with a scheduled date, up to 50% of the price of the Marketplace Order; or
2. for a service with no scheduled date, the greater of the price of the work we have done and 50% of the price of the Marketplace Order; plus, in either case, any pass-through costs we have committed to and cannot recover.
We will refund or credit the balance of anything you have paid. A fee for late rescheduling is in addition to the price of the Marketplace Order, which remains payable for the rescheduled service.
How we apply the fee. The fee reflects the people and third-party costs we commit to from the time you accept. We decide whether to charge it, and how much, case by case, having regard to what we have committed to the provider for your order, and we will generally charge only the amount needed to cover those commitments. We will tell you the amount and the reason within 5 Business Days after your notice.
If we cancel or reschedule. If we or our provider cancel your order within 48 hours of the agreed start, or at any time because we cannot deliver it, we will tell you promptly, offer an alternative date or provider where we can, and if no alternative is acceptable to you acting reasonably, refund everything you have paid for the order including pass-through costs, or cancel the invoice. If we or our provider reschedule within 48 hours of the agreed start, you may choose a new date at no additional charge or a full refund. Subject to clause 9.4, that refund or reschedule is your only remedy for our cancellation or rescheduling.
Included services. No cancellation or rescheduling fee applies to an included service under clause 4.11. You may reschedule it with more than 48 hours’ notice and keep it. An included service that you cancel, or reschedule within 48 hours of the agreed start, is forfeited, and any pass-through costs we have committed to and cannot recover remain payable. Whether a forfeited service is replaced is governed by your Launch Agreement or Order Form and the Engagement Terms.
Changes to scope. A reduction in scope after acceptance is a cancellation of the part removed, and this clause applies to it. Any other change to scope is a new Marketplace Service or a variation agreed in writing with any price adjustment.

4.5 Rescheduling. Most Marketplace Services can be rescheduled by agreement, subject to the nature of the service, the Marketplace Order and our reasonable operational requirements. For shoots, we will use reasonable endeavours to accommodate a reschedule but cannot guarantee one requested within 48 hours of the scheduled time.

4.6 Cancellation by us. If we are unable to deliver a Marketplace Order, for example because a provider becomes unavailable or because of events outside our reasonable control, we will tell you promptly and offer an alternative date or provider. If no alternative is acceptable to you acting reasonably, we will cancel the Marketplace Order and refund any amount you have paid for it, including pass-through costs. Subject to clause 9.4, that refund is your only remedy for our cancellation.

4.7 Pass-through costs. Pass-through costs are charged at cost with no markup and invoiced when we incur them, unless the Marketplace Order states a fixed or capped amount for them.

4.8 Invoicing and payment. We invoice the price on acceptance. Invoices are payable within 7 days of the invoice date and, where the scheduled date is earlier, before the scheduled date. We may, but need not, withhold scheduling or delivery until an invoice is paid. If an invoice is overdue we may decline further requests until it is paid. Prices are exclusive of GST, which is added where applicable.

4.9 Delivery and revisions. Each video edit includes two rounds of revisions unless the Marketplace Order says otherwise. Further revisions are quoted separately. If you do not respond to a delivered edit within 5 Business Days we may treat it as accepted, which affects only your entitlement to further revision rounds and not any right you have under a law that cannot be excluded.

4.10 Publishing on third-party platforms. Where a Marketplace Service includes publishing content to a third-party platform on your behalf, you authorise us to do so using the access you provide. You remain responsible for that account and its terms, and for content published with your approval. We are not responsible for the platform’s availability, changes to its rules, or the performance of the content.

4.11 Included services. Where your Launch Agreement or Order Form includes a service that we also offer as a Marketplace Service at no additional charge, we will confirm it by a Marketplace Order that shows no price for the service. This clause 4 applies to it, including pass-through costs, rescheduling, cancellation and raw footage, except that the price is covered by that agreement and the Engagement Terms otherwise govern the service.

4.12 Recurring services. If a Marketplace Order states that a service recurs, it continues for each period stated until either of us ends it on the notice stated in the Marketplace Order. Each period is invoiced as the Marketplace Order states.

5. Paid programs and subscriptions

5.1 Kindling Launch, Kindling Embedded, Kindling Intelligence and any other paid plan are supplied under the Engagement Terms and the Launch Agreement or Order Form you sign or accept. Those documents set out the fees, scope, term and cancellation rights for those services.

5.2 Access to the paid features of the Platform is provided only while a Launch Agreement or Order Form that includes them is in force. When it ends, your Account and its data remain as described in clause 7, and Marketplace Services remain available to you.

6. Your content and data

6.1 Your materials. You keep ownership of the materials you provide to us (brand assets, footage, documents, account access, recordings and transcripts of your people). You grant us a licence to use them to provide the services you have requested and to operate, maintain and improve the Platform. You confirm you have the rights needed to give us that licence.

6.2 What we produce. You own the final deliverables we produce for you under a Marketplace Order, a Launch Agreement or an Order Form once you have paid the fees for them (Final Outputs). Ownership does not extend to drafts, source files, templates, animations, workflows, know-how, raw footage or other inputs used or created in producing them (Inputs), which remain ours or our licensors’. Where we give you any Inputs, we keep ownership and you receive a non-exclusive, royalty-free licence to use them for your business. You may use, modify and adapt Final Outputs for any lawful purpose. We may show Final Outputs in our portfolio and use your name and logo to identify you as a customer, unless you tell us in writing not to. Our production partners may also show Final Outputs they worked on in their portfolios on the same basis.

6.3 Raw footage. We keep the raw footage from a shoot for 60 days after the shoot date. If you ask within that period we will give you a copy at no charge, in the format we hold it. We own the raw footage; you receive a non-exclusive, perpetual licence to use it for your business. After 60 days we may delete it and cannot guarantee that we can supply it.

6.4 Privacy and data protection. Where the data you give us or store in your Account includes personal information:

each of us will comply with the privacy laws that apply to it, including the Privacy Act 1988 (Cth) and the Australian Privacy Principles where they apply. Our Privacy Policy at https://kindling.team/privacy explains how we handle personal information;
you are responsible for having the consents and notices in place that allow you to give the data to us for the purposes in these terms. As between us, you decide the purposes for which the data is used and we handle it on your instructions and under these terms;
we will keep appropriate technical and organisational measures to protect the data against unauthorised access, loss or misuse, and will ensure that our personnel with access to it are bound to keep it confidential;
we may store, process and disclose the data outside Australia, including in the Philippines, United States of America and other locations where our personnel, subcontractors and service providers operate, and in the locations where third-party platforms host content published for you. You consent to that disclosure. We will take reasonable steps to ensure that any overseas recipient handles the data consistently with the Australian Privacy Principles;
you consent to us using third-party providers (such as hosting, AI model and production providers) to handle the data. We remain responsible to you for them;
we will notify you without undue delay when we become aware of a data breach affecting your data;
on your written request we will delete or return your data, subject to clause 7 and to any law that requires us to keep it; and
we will give you reasonable assistance with requests from individuals about their personal information, at your cost where the assistance arises from your obligations rather than ours.
while a Launch Agreement or Order Form is in force, we will also keep records sufficient to demonstrate our compliance with this clause and, on not less than 20 Business Days’ notice and not more than once in any 12 months, let you or your nominated auditor review them at your cost;
where you direct us in writing when your access to paid features ends, delete or return the data in your Account, subject to clause 7 and any law that requires us to keep it; and
we may agree in writing to replace this clause 6.4, for the services under that agreement, with applicable controller-to-processor standard clauses attached to it.

6.5 How we use data. We use the information in your Account, your materials and your usage of the Platform to provide and personalise the services, to operate and secure the Platform, and to improve our services and models. Where we use your data to improve our services or models, we first remove any personal information or de-identify it, and we do so in a way that does not disclose your confidential information to any other customer or identify you in anything we release.

6.6 Connected systems. If you connect third-party systems or data sources to your Account, you authorise us to access them within the scope you select, for the purposes in this clause, until you disconnect them. You can disconnect at any time and we will stop accessing that source.

6.7 Confidentiality.

Each of us will keep the other’s confidential information confidential, use it only for the purposes of these terms and any agreement between us, and ensure that our personnel and contractors who receive it are bound to do the same.
Confidential information does not include information that is or becomes public other than through the receiving party’s breach, that the receiving party already held lawfully before disclosure, that it receives from a third party entitled to disclose it, or that it develops independently.
The Platform, our models, methods and technical information are our confidential information whether or not marked.
Either of us may disclose confidential information where required by law, a regulator or a court, giving the other as much notice as the law allows and taking its reasonable requests into account.
This clause continues after your Account closes and after any agreement between us ends.

6.8 Aggregated insights. We may keep and use aggregated, de-identified data derived from the services, including performance and engagement data, for service improvement, benchmarking and research, provided it does not identify you or disclose your confidential information.

6.9 Our technology. We own the Platform, our models, agent and learning systems, methods, workflows and templates, all improvements to them, and any intellectual property we create while providing services to you that is not a Final Output, even where it is created for your requirements. We may use it for other customers provided we do not disclose your confidential information. Nothing in these terms transfers ownership of intellectual property either of us held before dealing with the other or developed independently.

7. Keeping your data

7.1 We keep the data in your Account for as long as your Account exists, so that you can pause, return and pick up where you left off, including reactivating paid features without re-onboarding.

7.2 You can close your Account, or ask us to delete your data, at any time. After your Account is closed we will keep your data for at least 3 months in case you return, then delete or de-identify it, unless we are required by law to keep it or you have asked us to delete it sooner. Where we have already used data to improve our services or models in a de-identified form, that use is not reversed.

7.3 We may close inactive Accounts only after giving you at least 30 days’ notice.

7.4 If you do not have an Account, we keep the materials and deliverables for a Marketplace Order for as long as we reasonably need them to deliver the order, support you afterwards and meet our record-keeping obligations, and raw footage as set out in clause 6.3.

8. Acceptable use

8.1 You must not use the Platform or our services to infringe anyone’s rights, to publish content that is unlawful, defamatory or misleading, to interfere with the Platform or other customers, or to attempt to access data that is not yours. We may suspend access where we reasonably believe this clause has been breached, and will tell you why.

8.2 You must not reverse engineer, decompile or attempt to derive the source code, models or workings of the Platform; use automated tools to extract data or content from it beyond normal use; or use the services, the Platform or anything we produce for you to build, train or improve a competing product or AI system.

8.3 Our people and partners. You must not, for 12 months after any individual employed or engaged by us, or any production partner we engage, last worked on a Marketplace Order or other service for you, and without our written consent:

solicit or engage that person or partner to provide services of the kind we provide, other than through us; or
solicit that person to leave us or that partner to stop working with us.

This does not apply where the person or partner responds to a general advertisement not directed at them, or where we confirm in writing that we will not do the work. If you have a Launch Agreement or Order Form in force, the non-solicitation clause in the Engagement Terms applies to individuals who worked on the services under it, and this clause applies to everyone else. If you employ or engage an individual in breach of this clause, you must pay us the recruitment fee set out in the Engagement Terms as if that clause applied. If you engage a production partner directly in breach of this clause, you must pay us 20% of the fees you pay that partner in the 12 months after you first engage them, reduced by any amount we recover from the partner for the same work. We may also seek an injunction.

9. What we promise

9.1 We will provide Marketplace Services with due care and skill, by appropriately skilled people, and in accordance with the Marketplace Order. If a Marketplace Service does not meet this standard and you tell us within 30 days of delivery, we will re-perform it or, where re-performance is not practicable, refund the price of the affected service.

9.2 Free features are provided as they are. We do not promise that they will be available at all times or free of errors.

9.3 We do not promise any commercial outcome from content or services we provide. Results depend on many factors outside our control, including your market, your product and the behaviour of third-party platforms.

9.4 You may have rights under the Australian Consumer Law, or under the consumer protection laws of the place where you are, that cannot be excluded, including guarantees that services will be provided with due care and skill and be fit for purpose. Nothing in these terms excludes, restricts or modifies those rights. Where we are permitted to limit our liability for a failure to comply with such a guarantee, we limit it to re-supplying the service or paying the cost of having it re-supplied.

10. Liability

10.1 Subject to clause 9.4, neither of us is liable to the other for indirect or consequential loss, loss of profit, revenue, data or goodwill, or business interruption, however arising.

10.2 Subject to clause 9.4, our total liability to you in connection with a Marketplace Order is limited to the amount you paid us for that Marketplace Order, and in connection with your Account and any free features is limited to $1,000.

10.3 These limits do not apply to liability for fraud, wilful misconduct, breach of clause 6.7 (confidentiality) or clause 6.9 (our technology), infringement of the other party’s intellectual property, or your obligation to pay our invoices. Our liability for breach of clause 6.7 or for infringement of your intellectual property is limited to $5,000,000 in aggregate.

10.4 Each of us will take reasonable steps to mitigate any loss.

10.5 If you have a Launch Agreement or Order Form in force, the liability clause in the Engagement Terms governs liability in connection with the services under it, including liability for breach of clause 6 or clause 8 in connection with those services, and this clause 10 governs everything else.

11. Closing your Account

11.1 You can close your Account at any time. We can close your Account on 30 days’ notice, or immediately if you breach these terms in a way that is serious or cannot be fixed, or if your business becomes insolvent.

11.2 Closing your Account does not affect any Marketplace Order already accepted, any invoice already issued, or any Launch Agreement or Order Form in force, each of which continues on its own terms.

11.3 If you do not have an Account, either of us may stop dealing with the other at any time. Accepted Marketplace Orders and issued invoices continue on their terms.

11.4 Clauses 6, 7, 8, 9, 10, 13 and 14 survive closure of your Account and completion of any Marketplace Order.

12. Changes to these terms

12.1 We may change these terms. We will give you at least 30 days’ notice through the Platform or by email before a change takes effect, except a change required by law or one that only benefits you, which may take effect on notice.

12.2 If you have an Account, we may ask you to accept the new version the next time you sign in. If you do not agree with a change you may close your Account before it takes effect. For your Account and the free features, continuing to use the Platform after the effective date is acceptance of the new version.

12.3 A Marketplace Order is governed by the version of these terms stated on it. Each new Quote is issued on the version current when it is issued, so you re-accept the current version with each order.

12.4 If you have a Launch Agreement or Order Form in force, the version of these terms identified in it continues to apply to the services under it until you accept a later version by clicking to accept it or in writing, or until that agreement ends, whichever is earlier. Continued use of the Platform is not acceptance of a change for those services.

13. Customers outside Australia

13.1 You contract with Kindling Tech Pty Ltd, an Australian company, and we supply the services from Australia unless a Marketplace Order says otherwise.

13.2 Prices are in Australian dollars unless a Marketplace Order states otherwise. You pay any bank, card or currency conversion charges on your side so that we receive the invoiced amount in full.

13.3 Prices exclude GST and any other tax. GST is added where it applies under Australian law. If the law of your country requires you to withhold or deduct any tax from a payment to us, you will pay us an additional amount so that we receive what we would have received without the withholding, and give us evidence of the amount withheld.

13.4 You are responsible for ensuring that content we produce for you complies with the laws and platform rules of each place where you publish it.

13.5 We cannot supply services to a person or country subject to Australian or United Nations sanctions.

14. General

14.1 These terms, our Privacy Policy, each Marketplace Order you accept and, where applicable, the Engagement Terms and your Launch Agreement or Order Form are the whole agreement between us for their subject matter.

14.2 Neither of us may assign these terms without the other’s consent, which will not be unreasonably withheld, except that we may assign to a successor of our business on notice to you. We may subcontract the performance of services and remain responsible for our subcontractors.

14.3 If we have a dispute, we will each nominate a senior representative to try to resolve it in good faith within 20 Business Days before either of us starts proceedings, other than for urgent relief.

14.4 These terms are governed by the laws of New South Wales, Australia. Each of us submits to the non-exclusive jurisdiction of the courts of New South Wales.

14.5 Notices to us go to privacy@kindlingtech.co. Notices to you go to the primary email address on your Account or, if you have no Account, the email address on your most recent Marketplace Order.

14.6 If any part of these terms is unenforceable, the rest continues to apply. Nothing in these terms creates a partnership, agency or employment relationship between us.

15. Definitions

Account means your account on the Platform.

Business Day means a day other than a Saturday, Sunday or public holiday in New South Wales.

Final Outputs and Inputs have the meaning in clause 6.2.

Launch Agreement, Order Form and Engagement Terms mean the Kindling Launch Agreement, Kindling Subscription Order Form and Kindling Engagement Terms in the version identified in the document you sign.

Marketplace Catalogue means the catalogue of Marketplace Services and indicative prices we publish from time to time.

Marketplace Order and Quote have the meaning in clause 4.

Platform means the Kindling software platform and related services we make available to you.