Terms & Conditions

1. Engagement and Term

1.1 These Terms start on the date you sign up for an Account on the Platform and will continue for a period of three (3) months unless terminated earlier in accordance with these Terms.

2. Platform

2.1 We will provide you with access to the Platform in accordance with these Terms.

2.2 You may invite Authorised Users to access and use the Platform under your Account. You are responsible for ensuring that your Authorised Users comply with these Terms. You may change who your Authorised Users are at any time through your Account, and what access rights or permissions they have when using the Platform. Any limitations on the number of Authorised Users you can have will be set out in your Account or on the Platform.

2.3 During the Term, and subject to your compliance with these Terms, we grant you and your Authorised Users a non-exclusive, non-transferrable, non-sublicensable and revocable licence to access and use the Platform as contemplated by these Terms.

2.4 You acknowledge and agree that your access to the Platform is provided as a pilot, and as such you agree:

1. That from time to time, we may update the Platform to fix issues or change features, but if possible, we endeavour to inform you when this happens;
2. That the Platform is provided “as is” and we do not warrant that the Platform will always run uninterrupted, be error-free (such as during scheduled or emergency maintenance);
3. That the Platform is provided for testing purposes only and should not be used as the sole basis for making any operational or business decisions as we cannot guarantee specific tangible success or outcomes;
4. That we have no legal obligation to maintain, support, update, or fix any errors in the Platform;
5. To cooperate with us as reasonably needed, to help us provide, test and improve the Platform;
6. To not disclose, or provide access to, the Platform to third parties without our prior written consent; and
7. To meet with us as agreed between the parties, to provide feedback to help us improve the Platform.

2.5 You are responsible for ensuring that any project configuration data, site specifications and client-specific configuration requirements you input into the Platform are accurate and complete. We are not liable for any outputs, reports or results generated from inaccurate or incomplete configuration data.

2.6 You are responsible for keeping your Account details and your username and password confidential and you will be responsible for all activity on your Account, including any activity from any Authorised Users on your Account.

2.7 If you require assistance with an issue on the Platform, please get in touch with us through your usual contact.

3. Intellectual Property and Data

3.1 We own all intellectual property rights in the Platform. This includes how the Platform looks and functions, as well as our copyrighted works, trademarks, inventions, designs, other intellectual property and any Platform Output. You agree not to copy or otherwise misuse our intellectual property without our written permission.

3.2 We grant you a royalty-free, irrevocable, perpetual and non-exclusive licence to use any Platform Output generated using Your Data for your internal business purposes. For the avoidance of doubt, this licence does not limit our rights in respect of the Platform or any Platform Output beyond what is expressly granted in this clause.

3.3 You must not, and must ensure your Authorised Users do not, attempt to reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or underlying structure of the Platform in whole or in part.

3.4 We may use any feedback or suggestions that you give us in any manner which we see fit (for example, to develop new features), and no benefit will be owed to you as a result of any use by us of your feedback or suggestions.

3.5 We do not own any of Your Data, but when you enter or upload any of Your Data into the Platform. You grant us the right to access, analyse, backup, copy, store, transmit, and otherwise use Your Data while you have an Account with us (and for a reasonable period of time afterwards). We may use Your Data (or disclose it to third party service providers) to:

• Supply the Platform to you, and otherwise perform our obligations under these Terms;
• Diagnose problems with, improve, develop and protect the Platform; or
• Perform analytics for the purpose of remedying bugs or issues with the Platform. perform our obligations under these Terms (as reasonably required).

3.6 You are responsible for (meaning we are not liable for) backing up Your Data and the integrity of Your Data on your systems, networks or any device controlled by you or your Authorised Users.

3.7 You warrant that any data or information that you upload to the Platform will not infringe a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

3.8 We may create anonymised statistical data from Your Data and usage of the Platform. Once anonymised, we own that data and may use it for our own purposes to develop new services or product offerings, to identify business trends, and for other uses we communicate to you. This may include making such anonymised data publicly available, provided it is not compiled using a sample size small enough to make underlying portions of Your Data identifiable.

4. Confidential Information

4.1 Each party receiving Confidential Information from the other (Receiving Party) agrees:

• Not to disclose the Confidential Information of the other party (Disclosing Party) to any third party (subject to subclause 4.1(c));
• To protect the Confidential Information of the Disclosing Party from any loss, damage or unauthorised disclosure;
• To only disclose the Confidential Information to those of its personnel who need to know the Confidential Information in connection with these Terms, provided those personnel keep the Confidential Information confidential in accordance with this clause 4; and
• To only use the Confidential Information of the Disclosing Party for the purpose of performing obligations, or exercising rights or remedies, under these Terms.

4.2 The obligations in clause 4.1 do not apply to Confidential Information that:

• Is required to be disclosed for the parties to comply with their obligations under these Terms;
• Is authorised in writing to be disclosed by the Disclosing Party;
• Is in the public domain or is no longer confidential, except as a result of a breach of these Terms or other duty of confidence; or

• Must be disclosed by law or by a regulatory authority, including under subpoena, provided that (to the extent permitted by law) the Receiving Party has given the Disclosing Party notice prior to disclosure.

4.3 Each party agrees that monetary damages may not be an adequate remedy for a breach of this clause 4. A party is entitled to seek an injunction, or any other remedy available at law or in equity, at its discretion, to protect itself from a breach (or continuing breach) of this clause 4.

5. Liability

5.1 To the maximum extent permitted by law, we shall not be liable for any direct, indirect, incidental, special or consequential damages, including damages for loss of profits, goodwill, use, data, or other intangible losses (even if we have been advised of the possibility of such damages) in connection with these Terms or arising out of or related to the use of the Platform.

5.2 We will try to provide you with reasonable notice, where possible, of any disruptions to your access to the Platform. However, we are not liable for disruptions or downtime.

5.3 By using the Platform, you agree and understand that we have offered access to the Platform with a fair limitation of risk and that we would not have done so without these limitations on liability.

6. Notice Regarding Apple

6.1 To the extent that you are using or accessing the Platform on an iOS device through a mobile application from the Apple App Store, you further acknowledge and agree to the terms of this clause. You acknowledge that these Terms are between you and us only, not with Apple Inc. (Apple), and Apple is not responsible for the Platform and any content available on the Platform.

6.2 Apple has no obligation to furnish you with any maintenance and support services with respect to the Platform.

6.3 If our mobile application fails to conform to any applicable warranty, you may notify Apple and Apple will refund the purchase price of the mobile application to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the mobile application and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be our responsibility.

6.4 Apple is not responsible for addressing any claims by you or any third party relating to our mobile application or your use of our mobile application, including but not limited to: (1) product liability claims; (2) any claim that our mobile application fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation.

6.5 Apple is not responsible for the investigation, defence, settlement and discharge of any third-party claim that our mobile application infringes that third party’s intellectual property rights.

6.6 You agree to comply with any applicable third-party terms when using our mobile application.

6.7 Apple and Apple subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms.

6.8 You hereby represent and warrant that:

• You are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and
• You are not listed on any U.S. Government list of prohibited or restricted parties.

7. Termination

7.1 Either party may terminate these Terms by providing 14 days’ written notice to the other party.

7.2 We may suspend your access to your Account where we reasonably believe there has been any unauthorised access to or use of the Platform. If we suspend your access to the Platform, we will let you know within a reasonable time of doing so, and we will work with you to resolve the matter.

7.3 These Terms can be terminated by either party (the Non-Defaulting Party) with immediate effect if the other party (the Defaulting Party) fails to fulfill a significant obligation under these Terms. If the Defaulting Party does not correct the breach within 10 business days after receiving written notice from the Non-Defaulting Party, the Non-Defaulting Party has the right to terminate these Terms immediately.

8. General

8.1 Assignment: You may not transfer or assign these Terms (including any benefits or obligations you have under these Terms) to any third party without our prior written consent.

8.2 Disputes: In the event of a dispute, the parties will first attempt to resolve the matter through mutual discussion or mediation.

8.3 Events Outside Our Control: We will not be liable for any delay or failure to perform our obligations (including providing the Platform), if such delay or failure is caused or contributed to by an event or circumstance beyond our reasonable control.

8.4 Governing law: These Terms are governed by the laws of Queensland.

8.5 Relationship of parties: These Terms are not intended to create a partnership, joint venture, employment or agency relationship between the parties.

8.6 Notices: Any notice you send to us must be sent to [email protected] . Any notice we send to you will be sent to the email address registered against your Account.

8.7 Publicity: You agree that we may advertise or publicise the broad nature of our provision of the Platform to you, including on our website or in our promotional material.

8.8 Survival: Clauses 3 to 5 will survive the termination or expiry of these Terms.

9. Definitions

Account means an account accessible to the individual or entity who signed up to the Platform, under which Authorised Users may be granted with access.

Authorised User means a user that you have invited to use the Platform through your Account.

Confidential Information means information which:

• Is disclosed to the receiving party in connection with these Terms at any time;
• Relates to the disclosing party’s business, assets or affairs; or
• Relates to the subject matter of, the terms of and/or any transactions contemplated by these Terms,

and includes, without limitation, the Platform and its configuration logic, workflows, data structures, and any on-site client configuration requirements or specifications, whether or not such information or documentation is reduced to a tangible form or marked in writing as “confidential”, and howsoever the Receiving Party receives that information.

Platform Output means any report, result, document or other output generated by the Platform.

Your Data means the information, materials, logos, documents, qualifications and other intellectual property or data supplied by you and your Authorised Users when using the Platform or stored by or generated by your use of the Platform, including any personal information collected, used, disclosed, stored or otherwise handled in connection with the Platform. Your Data does not include any Platform Output or an output otherwise generally not available to users of the Platform.