Ginozi Terms of Use

Draft — pending review by an Australian lawyer

Document details

• Operator: Madhaus Pty Ltd (ACN 659 024 290) trading as Ginozi (Australian proprietary company)
• ABN: 92 659 024 290
• Trading as: Ginozi
• Effective date: [EFFECTIVE DATE]
• Governing law: New South Wales, Australia
• Contact: ginoziapp@gmail.com
• Postal address: [POSTAL ADDRESS]

Related documents: Ginozi Privacy Policy, Ginozi Refund Policy, Ginozi Acceptable Use Policy, and Ginozi Freelancer (Seller) Terms. Those documents form part of these terms where they apply to you.

Contents

1. About these terms
2. Defined terms
3. The service
4. Eligibility and accounts
5. Client links and link security
6. Deliveries, previews, approval and unlock
7. Payments
8. Ginozi's fees and charges
9. GST and tax
10. Storage, retention and deletion
11. Intellectual property and usage licences
12. Acceptable use and enforcement
13. Privacy
14. Refunds, disputes and chargebacks
15. Australian Consumer Law
16. Liability
17. Suspension, termination and changes
18. Governing law and disputes
19. General

1. About these terms

These Terms of Use (Terms) are a contract between you and Madhaus Pty Ltd (ACN 659 024 290) trading as Ginozi (Australian proprietary company, ABN 92 659 024 290), trading as Ginozi (we, us, our). We operate the Ginozi platform from Sydney, New South Wales, Australia.

By creating a Freelancer account, accessing a Delivery link, viewing a Preview, approving Files, making a payment, buying a Subscription, Link Extension or Extra Storage, joining a waitlist, or otherwise using the Platform, you agree to these Terms and to the other Ginozi policies that apply to you. If you do not agree, do not use the Platform.

If you are a Freelancer, the Freelancer (Seller) Terms also apply and prevail over these Terms if there is a direct inconsistency about a Freelancer obligation. The Refund Policy applies to refunds, disputes and chargebacks. The Acceptable Use Policy applies to all use of the Platform. The Privacy Policy explains how we handle personal information.

These Terms start on [EFFECTIVE DATE]. The Platform is launching as an Australia-only beta. Features may change, be limited, or be interrupted during the beta. That does not limit any right you have under the Australian Consumer Law (ACL).

2. Defined terms

In these Terms, the following words have the meanings below. Other Ginozi policies use the same meanings unless they say otherwise.

3. The service

Ginozi is a pay-to-unlock file delivery platform for creative Freelancers, including videographers, content creators and photographers. A Freelancer uploads Files, the Client sees a watermarked Preview, the Client approves the Files, the Client pays, and a download link then unlocks for 7 days.

For Delivery payments, the Freelancer is the seller of the Files and the merchant of record. Ginozi provides the Platform, processes or facilitates payment instructions, hosts Files for a limited time, and sells only the charges described in section 8. We are not the seller of the Freelancer's Files, and we are not a party to the contract between Freelancer and Client for those Files, except to the extent the ACL or another law says otherwise.

Ginozi is not a general backup or cloud storage product, an escrow service, a law firm, or a tax adviser. We keep Files free of charge for 12 months after unlock, as set out in section 10. Extra Storage is optional extra capacity on a paid plan. It does not change that 12-month limit. Freelancers must keep their own copies of Files. We do not guarantee that any particular Client will pay, or that any particular Delivery will be suitable for a Client's needs.

4. Eligibility and accounts

You must be at least 16 years old, and have legal capacity, to create a Freelancer account or to make a payment on the Platform. If you use the Platform for a business, you confirm you are authorised to bind that business.

The Platform is an Australia-only beta. You must be in Australia to create a Freelancer account, to use the Platform as a Client (including opening a Delivery link, approving Files, or making a payment), or otherwise to join the beta. People outside Australia cannot join the beta, but may join a waitlist so we can contact them if the Platform becomes available to them. We may ask you to confirm that you are in Australia, or use other reasonable checks.

Freelancers must create an account. Sign-up requires an email address (verified by a magic link or by Google sign-in) and a mobile number verified by SMS. You must give accurate details and keep them current. You are responsible for activity on your account and for keeping your login details, devices and verified mobile number secure. Tell us at ginoziapp@gmail.com if you think your account has been misused.

Clients do not need an account to view a Preview, approve Files, pay, or download. Client access is through the Delivery link, as explained in section 5. The Australia-only beta still applies to Clients.

We may refuse, suspend or close an account, refuse a payment, or refuse access, where we reasonably consider it necessary, including to comply with law, Stripe's rules, or the Acceptable Use Policy, to limit the beta to users in Australia, or to reduce fraud or security risk. We will act reasonably and, where practical, explain why, unless the law or a security reason prevents that.

5. Client links and link security

A Delivery is reached through a link. Anyone who has that link can view the Preview, approve the Files, pay, and, once the Files are unlocked, download them during the Unlock Period. Client links are not protected by a login, a one-time code, or IP-address binding.

The Freelancer must share the link only with the intended Client, and must tell the Client to keep it confidential. The Client must not forward, post, or otherwise share the link unless the Freelancer has agreed. Forwarding the link forwards access.

The person who actually pays is the Purchaser for that payment. If someone else uses a forwarded link to pay or to download, Ginozi is not liable for that access, for payment going to the wrong person, or for the wrong person receiving the Files or the Usage Licence, except to the extent we cannot exclude liability under the ACL or another law.

A Delivery link does not, by itself, give access to a Freelancer's account, dashboard, or other Deliveries. If we later add optional extra controls, we will describe them on the Platform. Unless we say so, you should not assume a link is limited to one person or one device.

6. Deliveries, previews, approval and unlock

The Freelancer is responsible for the Files, the description, the price, any GST, and the Usage Licence attached to the Delivery. The Client is responsible for reviewing the Preview and any Usage Licence before paying.

Previews are watermarked. You must not remove, crop out, or circumvent a watermark, or treat a Preview as the final Files. A Preview may be a lower-resolution or incomplete representation (for example, a length or page cap). Where a Preview cannot show the whole file, the Freelancer should say so.

Approval is the Client's confirmation that they are ready to pay for the Files as previewed. Payment unlocks the original Files. The Unlock Period runs for 7 days from delivery, which is when the Files are first unlocked after payment is successfully completed, or when the Freelancer otherwise unlocks the Delivery. Later downloads, and any later login, do not extend that window. Access expires 7 days after delivery.

After the Unlock Period ends, the Client may ask the Freelancer to resend the link at no charge, where the Platform allows it and the Files are still within the 12-month storage period. Separately, the Purchaser may pay for instant access through a Link Extension, described in section 8.

Download the Files during the Unlock Period and keep your own copy. After the Unlock Period ends, download access expires even if the Files are still in storage, unless the link is resent or a Link Extension is bought.

7. Payments

Delivery payments are made to the Freelancer, not to Ginozi, except for the Ginozi charges in section 8. Card and similar payments are processed by Stripe using Stripe Connect Express with direct charges. The Freelancer is the merchant of record for those charges and must accept the Stripe Connected Account Agreement and any other Stripe terms that apply.

Bank transfer is Ginozi's own payment flow. It is available only on the Pro and Teams plans, not on the Free plan or Starter. If you leave Pro or Teams, including by downgrading to Starter or returning to the Free plan, bank transfer is no longer available. It is not a Stripe payment method. The Client pays straight into the Freelancer's bank account and uploads a receipt. An AI model provided by xAI checks the receipt, then the Freelancer confirms that the funds have been received and unlocks the Files manually. Ginozi never holds bank transfer funds, and Ginozi does not charge a Platform Fee or any other transaction fee on a bank transfer payment. The AI check is an aid only. It is not a promise that the funds have arrived, are genuine, or will remain available. The Freelancer must confirm that the funds have been received before unlocking, unless the Freelancer knowingly chooses to unlock earlier. Ginozi is not liable for an unlock made on a false, altered, or mistaken receipt, except to the extent we cannot exclude liability under the ACL or another law. Disputes about a bank transfer payment are between the Client and the Freelancer. There is no Stripe chargeback route for those payments.

We do not currently offer Afterpay or any other buy-now-pay-later method. We may add other payment methods later. If we do, we will describe them at checkout, and those providers may have their own terms.

Prices for Deliveries are set by the Freelancer and are payable in Australian dollars unless we or the Freelancer clearly state another currency. A payment is completed when Stripe confirms it, or, for bank transfer, when the Freelancer confirms receipt and the Delivery is unlocked.

Payment processing fees charged by Stripe or a bank are separate from Ginozi's charges. They are dealt with under the Freelancer's agreement with Stripe or the Freelancer's own bank. Ginozi does not mark up Stripe fees as a Platform charge.

8. Ginozi's fees and charges

Ginozi's only charges are the four described in this section: the Platform Fee, paid Subscriptions, the Link Extension, and Extra Storage. Unless we give you notice under section 17 and update these Terms, we do not charge any other Ginozi fee on a Delivery payment. All Ginozi prices are in Australian dollars and include GST. Freelancers do not pay a fee merely to keep Files for the 12-month storage period described in section 10.

On the Free plan, the first 5 Sends in a calendar month do not attract a Platform Fee. A Platform Fee of 2% then applies to each further Send in that month, calculated on the amount the Client pays the Freelancer for that Delivery (a Send is counted only when that payment is completed). The Platform Fee is always collected through Stripe, because it applies only on the Free plan and bank transfer is not available on the Free plan. Ginozi does not charge a Platform Fee or any other transaction fee on a bank transfer payment. The Platform Fee is not refunded or reversed if the Freelancer later refunds the Client, or if a chargeback succeeds. The Platform Fee does not apply to Link Extensions, Subscriptions or Extra Storage. If you are on Starter, Pro or Teams, you do not pay a per-transaction Platform Fee. All Subscription prices are in Australian dollars and include GST. Monthly and yearly billing are both available, and current prices are also shown on the Platform's pricing page.

We may deduct the Platform Fee from your Stripe payout, or collect it in another way Stripe supports.

Subscriptions automatically renew at the end of each billing period unless you cancel before the renewal date. You can cancel through [BILLING PORTAL OR ACCOUNT SETTINGS]. If you cancel, you keep any paid plan benefits until the end of the period you have already paid for. You may sign back in and use the rest of that paid term until it ends. There are no refunds for unused time on a yearly Subscription, and we do not have to refund unused time on a monthly Subscription, except where the ACL or the Refund Policy requires it.

A 14-day Pro trial is available on the terms shown at sign-up. Starting a trial requires a payment card. Unless you cancel before the trial ends, the trial automatically converts to a paid Pro Subscription and you will be charged the Pro price for the billing cycle you chose, currently A$26 a month billed yearly (A$312 a year) or A$35 billed monthly. We will send a daily countdown reminder from day 7 of the trial until the trial ends.

We will give you at least [30 days'] notice before a Subscription, Platform Fee, Link Extension or Extra Storage increase applies to you. A Subscription or Extra Storage price increase applies from the next renewal or billing date. A Link Extension increase applies to new purchases from the stated effective date. You may cancel a Subscription or Extra Storage before a price change takes effect. A change that is required by law may take effect on shorter notice if we cannot reasonably give [30 days'] notice.

A Link Extension is sold by Ginozi, and is kept by Ginozi. It is currently A$5, including GST. It is offered only to the Purchaser, either after checkout or when the Purchaser opens an expired download link, and only if the Files are still within the 12-month storage period after unlock. A Link Extension extends the Unlock Period by 7 days. It does not extend how long we store the Files, and it does not unlock Files that have already been deleted. The Purchaser may buy more than one Link Extension for the same Delivery while the Files remain within the 12-month storage period. We may change the Link Extension price; the price payable is the price shown at purchase, and we will give notice of an increase as set out above.

Each paid plan (Starter, Pro and Teams) includes 500 GB of storage. If you need more capacity, you may buy Extra Storage for A$7 a month, including GST, for each extra 500 GB. Extra Storage is sold by Ginozi to the Freelancer, is billed monthly, and automatically renews unless you cancel before the renewal date through [BILLING PORTAL OR ACCOUNT SETTINGS]. Extra Storage is extra capacity only. It does not extend the 12-month storage period, and it does not extend the Client Unlock Period. The storage included with the Free plan is shown on the Platform. If you exceed your storage allowance, or you cancel or stop paying for Extra Storage, we may limit new uploads or take other steps described on the Platform. Those steps do not change the rule that Files are deleted 12 months after unlock.

9. GST and tax

Ginozi is registered for GST. All Ginozi prices include GST, including Subscriptions, Platform Fees, Link Extensions and Extra Storage. The Freelancer's own Delivery prices are set by the Freelancer, who decides whether to include GST in those prices.

The Freelancer is responsible for deciding whether GST, VAT or another tax applies to their own sales, for setting the tax on each Delivery, for remitting that tax, and for issuing any tax invoice or receipt the law requires. Ginozi does not calculate, collect, or remit the Freelancer's tax on Delivery payments, and does not issue the Freelancer's tax invoices for those sales, unless we later offer a tool that the Freelancer still has to check and adopt.

You are responsible for your own income tax, GST and other tax obligations arising from use of the Platform.

10. Storage, retention and deletion

We keep Files free of charge for 12 months after they are unlocked. We delete the Files 12 months after unlock. Freelancers do not pay a fee merely to keep Files for that period.

Files are active for the first 30 days after unlock, then archived for the rest of the 12-month storage period. During the archive period, the Freelancer can restore archived Files to active storage for free. Restoring archived Files does not restart the 12-month storage period, and it does not extend the Client Unlock Period.

A Link Extension is only available while the Files are still within the 12-month storage period after unlock, and it cannot restore Files that have already been deleted.

The 12-month storage period starts when the Files are first unlocked. How long we keep Files that are never unlocked will be described on the Platform. We may delete Files earlier if required by law, if the account is closed, or if we reasonably believe the Files breach the Acceptable Use Policy or infringe another person's rights. Freelancers must keep their own backups.

11. Intellectual property and usage licences

We own or license the Platform, including our branding, software, design and documentation. We grant you a limited, non-exclusive, non-transferable, revocable licence to use the Platform in accordance with these Terms, only for its intended purpose.

The Freelancer owns or controls their Files and any other Content they upload. The Freelancer may attach a Usage Licence to each Delivery. When the Purchaser's payment is completed, the Purchaser receives the Usage Licence attached to that Delivery, from the Freelancer, not from Ginozi. If no Usage Licence is attached, the Purchaser should agree the permitted use with the Freelancer before relying on the Files. Ginozi does not grant the Purchaser any copyright licence in the Files beyond what the Freelancer attaches or otherwise agrees.

The Freelancer grants Ginozi a limited, worldwide licence to host, store, process, back up, transmit and display the Files and Previews, and to produce watermarked Previews, only as needed to operate, secure, and improve the Platform and to comply with law. This licence ends when we delete the Files, except for copies we must keep for a legal, dispute, or security reason, or reasonably residual backups that are then overwritten in the ordinary course.

You must not copy, scrape, reverse engineer (except to the extent a law allows it), or resell the Platform, or use our branding without our written permission.

12. Acceptable use and enforcement

You must use the Platform lawfully and in accordance with the Acceptable Use Policy. That policy sets out prohibited Content and conduct, including a prohibition on sexually explicit content, Stripe's prohibited and restricted business rules, how to report abuse, and our intellectual property complaint process.

Report abuse, fraud, or suspected infringement to ginoziapp@gmail.com or through [REPORT URL]. We may remove Content, withhold a Link Extension or Extra Storage, limit features, or suspend or terminate access, as set out in the Acceptable Use Policy and section 17.

13. Privacy

We handle personal information in accordance with our Privacy Policy, the Privacy Act 1988 (Cth) and the Australian Privacy Principles, as explained in that policy. Clients, as well as Freelancers, are individuals whose personal information we may collect, including a name or email they give us, device and IP information, and payment information handled by Stripe. If you join a waitlist, we also collect the contact details you give us for that purpose, as described in the Privacy Policy.

14. Refunds, disputes and chargebacks

For Delivery payments, the Freelancer is the seller and is responsible for refunds, payment disputes and chargebacks, as set out in the Refund Policy and the Freelancer (Seller) Terms. Ginozi may help pass on a request. For a Stripe payment, Stripe or the Client's card issuer may also be involved, but Ginozi is not the merchant of record for those payments. For a bank transfer payment, disputes are between the Client and the Freelancer, Ginozi never holds the funds, and there is no Stripe chargeback route.

For Subscriptions, Link Extensions and Extra Storage, Ginozi is the seller. Refunds for those charges are described in the Refund Policy and are always subject to the ACL. The 2% Platform Fee is not refunded or reversed if the Freelancer later refunds the Client or if a chargeback succeeds.

Nothing in this section or the Refund Policy limits a consumer guarantee or other right that cannot be excluded.

15. Australian Consumer Law

Nothing in these Terms, or in any other Ginozi policy, excludes, restricts or modifies any consumer guarantee, right or remedy you have under the ACL or any other law that cannot lawfully be excluded or limited.

If you are a consumer and services we supply fail to meet an applicable consumer guarantee, you are entitled to a remedy. For a major failure, you may reject the services and recover a refund, or recover compensation for any drop in value. You may also be entitled to compensation for reasonably foreseeable loss or damage. For a minor failure, we may remedy the failure, including by resupplying the service. If we cannot do so in a reasonable time, you may have a right to a refund or other remedy.

Our consumer guarantees apply to the Platform services we supply, and to Subscriptions, Link Extensions and Extra Storage we sell. They do not automatically make us the supplier of the Freelancer's Files. The Freelancer is responsible for their Files and for any consumer guarantees that apply to the Freelancer's supply. This does not limit any claim you may have against us under the ACL in respect of our own conduct or our own services.

Where the ACL allows us to limit our liability for a failure to comply with a consumer guarantee relating to services that are not of a kind ordinarily acquired for personal, domestic or household use or consumption, our liability is limited to resupplying the services or paying the cost of having the services resupplied.

16. Liability

This section applies only to the extent permitted by law, and does not affect section 15.

The Platform is provided with reasonable care and skill, but we do not promise that it will be uninterrupted, completely error-free, or free of harmful code, or that Previews, AI receipt checks, or third-party services (including Stripe, hosting, email and SMS providers) will always be accurate or available.

To the extent permitted by law, we are not liable for: loss caused by a Delivery link being shared, forwarded or left unprotected; the content, quality, legality or fitness of a Freelancer's Files, or any Usage Licence; a Freelancer's failure to issue a refund, tax invoice, or Files as agreed with the Client; a failure by you to keep backups; or an AI receipt check that is incorrect, incomplete, or relied on without the Freelancer confirming the funds.

To the extent permitted by law, we are not liable for indirect or consequential loss, or for loss of profit, revenue, business, or data, unless that loss arises from our failure to comply with an ACL consumer guarantee, our fraud or wilful misconduct, or another liability that cannot be limited.

Subject to section 15, and excluding fraud, wilful misconduct, and liability that cannot be limited, our aggregate liability to you for all claims arising out of the Platform is limited to the amounts you paid to Ginozi (not amounts paid to a Freelancer) in the 12 months before the claim.

17. Suspension, termination and changes

You may stop using the Platform at any time. A Freelancer may close their account through [ACCOUNT SETTINGS] or by writing to ginoziapp@gmail.com. Closing an account does not cancel a pending payment, refund, chargeback, or tax obligation. We may delete stored Files after closure in line with section 10 and the Privacy Policy.

We may suspend or terminate access, remove a Delivery, or restrict a payment method, if we reasonably believe you have breached these Terms or the Acceptable Use Policy, if required by law or by Stripe, or if we reasonably consider it necessary to protect the Platform, a user, or the public, or to limit the beta to users in Australia. Where practical, we will give notice and a chance to respond, unless we reasonably need to act immediately.

We may change the Platform or these Terms. For a change that is material and adverse to you, we will give at least [30 days'] notice by email or by a notice on the Platform, unless a shorter period is required by law or needed to address a security, fraud, or legal risk. If you do not agree, you may stop using the Platform and cancel a Subscription or Extra Storage before the change takes effect. If you are a Freelancer and you continue to use the Platform after the change takes effect, you will be taken to have agreed to the updated Terms. We will not rely on continued use alone as agreement by a Client who has no account, unless we also present the updated Terms at the next checkout or Link Extension purchase.

We may stop offering the Platform on reasonable notice. If we do, we will not charge a further Subscription or Extra Storage period, and we will explain what will happen to stored Files and unused prepaid Subscription or Extra Storage time, in a way that is consistent with the ACL.

18. Governing law and disputes

These Terms are governed by the laws of New South Wales, Australia, and the Commonwealth of Australia. Subject to the next paragraph, the courts of New South Wales have jurisdiction.

If you are a consumer, this section does not prevent you from bringing a claim in a court or tribunal that has jurisdiction under the ACL or another law, including a court in your Australian state or territory. You may also have a right to use a dispute resolution service such as a state or territory tribunal or, for privacy, the OAIC, as explained in the Privacy Policy.

If you have a complaint about Ginozi, contact ginoziapp@gmail.com first and we will try to resolve it. If your complaint is about a Freelancer's Files or a Delivery payment, contact the Freelancer first where you can. We may help pass on a message, but the Freelancer remains the seller of those Files.

19. General

If a part of these Terms is unenforceable, it is to be read down or severed so that the rest remains in effect. A failure to enforce a right is not a waiver. You may not assign these Terms without our consent. We may assign them to a purchaser of our business, provided the assignee agrees to comply with them.

These Terms, together with the policies they incorporate and any additional terms we present to you for a particular feature, are the agreement between you and us about the Platform. They do not exclude liability for misleading or deceptive conduct, or any other right that cannot be excluded.

We may give notices to a Freelancer by email to the address on the account, and to a Client by email if they have given us one, or by a notice shown on a Delivery page or at checkout. You may give notices to us at ginoziapp@gmail.com or [POSTAL ADDRESS].