Terms of Use

VERBALIT TERMS AND CONDITIONS

Welcome to Verbalit! We are Verbalit Pty Ltd, an Australian business with ACN 697 183 529/ ABN 16 697 183 529 (‘we’, ‘our’ or ‘us’) and we provide a web-based Software as a Service (SaaS) platform known as Verbalit tailored for Australian tradespeople, offering features that include voice-to-invoice functionality, a bad payer registry known as the Verbalit Registry, comprehensive job management tools, a customer rating system referred to as Verbalit Verified, and a business insights dashboard as described on our Website (Platform).

These terms and conditions (Terms) govern your access to the Platform and us providing you any other goods and services as set out in these Terms (Subscription). You can view the most updated version of our Terms at https://verbalit.com.au (Website). Please read these terms and conditions carefully before agreeing to proceed with your Subscription.

Your Subscription is for the tiered package as selected by you and agreed between us by means of the Website (Subscription Tier).

Please note that your Subscription will continue to renew indefinitely, and you will continue to incur Subscription Fees, unless you notify us that you want to cancel your Subscription in accordance with clause 15. Please ensure you contact us if you want to cancel your Subscription.

1. READING AND ACCEPTING THESE TERMS

(a) In these Terms, capitalised words and phrases have the meanings given to them where they are followed by bolded brackets, or as set out in the Definitions table at the end of these Terms.

(b) By clicking the button on our Website or within the Platform to indicate your acceptance of these Terms, paying for your Subscription or otherwise accepting the benefit of any part of your Subscription, you agree to be bound by these Terms which form a binding contractual agreement between you the person acquiring a Subscription or the company you represent and are acquiring the Subscription on behalf of (‘you’ or ‘your’) and us.

(c) We may change these Terms at any time by notifying you in accordance with these Terms and your continued use of the Platform following such an update will represent an agreement by you to be bound by the Terms as amended.

2. ELIGIBILITY

(a) By accepting these Terms, you represent and warrant that:

(i) you have the legal capacity and authority to enter into a binding contract with us; and

(ii) you are authorised to use the payment you provided when purchasing a Subscription.

(b) The Platform is not intended for unsupervised use by any person under the age of 18 years old or any person who has previously been suspended or prohibited from using the Platform. By using the Platform, you represent and warrant that you are either:

(i) over the age of 18 years; or

(ii) accessing the Platform on behalf of someone under the age of 18 years old and consent to that person’s use of the Platform.

(c) Please do not access the Platform if you are under the age of 18 years old and do not have your parent or guardian’s consent or if you have previously been suspended or prohibited from using the Platform.

(d) If you are signing up not as an individual but on behalf of your company, your employer, an organisation, government or other legal entity (Represented Entity), then “you” or “your” means the Represented Entity and you are binding the Represented Entity to this agreement. If you are accepting this agreement and using our Platform on behalf of a Represented Entity, you represent and warrant that you are authorised to do so.

3. DURATION OF YOUR SUBSCRIPTION

(a) Your Subscription and these Terms commence on the date you agree to be bound by these Terms (as set out at the beginning of these Terms) and continues for the Subscription Period and any Renewal Periods applicable, unless terminated earlier in accordance with clause 15.

(b) Subject to clause 3(b), upon expiration of the Subscription Period, this agreement will automatically and indefinitely renew on an ongoing basis for subsequent periods equal to the Subscription Period (Renewal Period).

(c) This agreement will not automatically renew on expiry of the Subscription or Renewal Period (Renewal Date), if either party provides a written cancellation notice at least 14 days in accordance with clause 16.

4. PLATFORM

4.1 SCOPE OF YOUR SUBSCRIPTION

(a) We will provide you, to the extent described in your Subscription Tier, the Platform and the Documentation.

(b) Your Subscription includes the benefits and limitations of your Subscription Tier as set out on our Website, or as otherwise communicated to you when you subscribe for your Subscription (and as amended from time to time by notice to you).

4.2 ACCOUNTS

(a) (Accounts) To use the Platform, you are required to sign-up, register and receive an account through the Platform or the Website (an Account).

(b) (Provide Information) As part of the Account registration process and as part of your continued use of the Website, you may be required to provide personal information and details, such as your ABN/ ACN, email address, first and last name, preferred username, a secure password, billing, postal and physical addresses, mobile phone number, photos and video, audio files (voice recordings), invoice data, job information, profile information, payment details, ratings and reviews, verified identifications, verified certifications and authentication, and other information as determined by us from time to time.

(c) (Warranty) You warrant that any information you give to us in the course of completing the Account registration process is accurate, honest, correct and up-to-date.

(d) (Acceptance) Once you complete the Account registration process, we may, in our absolute discretion, choose to accept you as a registered user within the Website and provide you with an Account.

4.3 DISCLAIMER

You acknowledge and agree that:

(a) any information provided to you as part of or in connection with the Platform is general in nature, may not be suitable for your circumstances and does not constitute financial, accounting, legal or any other kind of professional advice;

(b) the Platform utilises artificial intelligence technologies (AI) in the provision of the Platform;

(c) AI is employed to enhance efficiency and quality but is not infallible and we are not liable for any errors, omissions, or inaccuracies attributable to AI used in the Platform;

(d) you must independently verify critical outputs where reliance on AI could impact your decision-making and shall not rely solely on the outputs generated by AI; and

(e) it is your responsibility to comply with applicable Laws relevant to your business, including industrial relations Laws and privacy Laws.

4.4 ACCESS

While your Subscription is maintained, we grant to you a non-exclusive, non-transferable licence to use the Platform and Documentation for the Number of Platform Users. If your Subscription Tier on the Website does not specify a Number of Platform Users, your licence to use the Platform under this clause will be limited to one User.

4.5 ENHANCEMENTS

(a) We may from time to time, in our absolute discretion, release enhancements to the Platform, meaning an upgraded, improved, modified or new versions of the Platform (Enhancements). Any Enhancements to the Platform will not limit or otherwise affect these Terms. Enhancements may cause downtime or delays from time to time, and credits will not be provided for such downtime.

(b) We may change any features of the Platform at any time on notice to you.

(c) Where we change or remove a feature of the Platform which removes critical functionality of the Platform, you may choose to terminate the agreement in accordance with clause 15.1.

4.6 SUPPORT SERVICES

We will provide general support where reasonably necessary to resolve technical issues with the Platform (Support Services). Unless otherwise agreed in writing:

(a) we will take reasonable steps to provide Support Services where necessary (you must first endeavour to resolve any issues with the Platform internally and we will not assist with issues that are beyond our reasonable control);

(b) we will use our best endeavours to respond to requests for Support Services and you acknowledge that we may not be available 24/7 or respond within a particular time frame;

(c) you are responsible for all internal administration and managing access, including storing back-up passwords and assisting your Users to access and use the Platform; and

(d) you will not have any claim for delay to your access to the Platform due to any failure or delay in Support Services.

5. DATA HOSTING

We will store User Data you upload to the Platform using a third party hosting service selected by us (Hosting Services), subject to the following terms:

(a) (hosting location) You acknowledge and agree that we may use storage servers to host the Platform through cloud-based services, and potentially other locations outside Australia.

(b) (service quality) While we will use our best efforts to select an appropriate hosting provider, we do not guarantee that the Hosting Services will be free from errors or defects or that User Data will be accessible or available at all times.

(c) (security) We will use our best efforts to ensure that User Data is stored securely. However, we do not accept responsibility or liability for any unauthorised use, destruction, loss, damage or alteration to User Data, including due to hacking, malware, ransomware, viruses, malicious computer code or other forms of interference, except to the extent caused or contributed to by our negligent acts or omissions.

(d) (backups & disaster recovery) In the event that User Data is lost due to a system failure (e.g. a database or webserver crash), we cannot guarantee that any backup will be available, or if available that such a backup will be free from errors or defects.

6. CLIENT OBLIGATIONS AND POSTED MATERIAL

6.1 GENERAL

You (a tradesperson or a customer) agree to:

(a) comply with, and ensure that all Users comply with, these Terms at all times;

(b) sign up for an Account in order to use the Platform, ensuring that any use of your Account by a person who is not the account holder is strictly prohibited, and notify us immediately of any unauthorised use.

(c) provide us with all documentation, information and assistance reasonably required by us to provide you with the Platform, the Hosting Services, or the Support Services; and

(d) provide us with access to any third party or other accounts used by you (including log-in details and passwords) where reasonably required by us to provide you with the Platform, the Hosting Services, or the Support Services.

6.2 CLIENT MATERIAL

(a) By providing, uploading, or posting any information, documentation, voice recordings, photographs, or other content in connection with the Platform (Posted Material), you represent and warrant that, and must ensure that all Users make equivalent representations and warranties:

(i) you are authorised to provide the Posted Material (including by being authorised to provide any services that you represent you provide);

(ii) the Posted Material is complete, accurate, lawful, and up-to-date at the time it is provided;

(iii) any Posted Material which is in the form of a review or feedback is honest, accurate and presents a fair view of the relevant person and/or your experience;

(iv) the Posted Material is free from any harmful, discriminatory, defamatory, or maliciously false implications and does not contain any offensive or explicit material;

(v) the Posted Material is free from any material that may harm our reputation or that of associated or interested parties;

(vi) the Posted Material is not “passing off” of any product or service and does not constitute unfair competition;

(vii) the Posted Material does not infringe any Intellectual Property Rights, including copyright, trademarks, business names, patents, Confidential Information or any other similar proprietary rights, anywhere in the world; and

(viii) the Posted Material does not contain any viruses or other harmful code, or otherwise compromise the security or integrity of the Platform or any network or system.

(b) You release us from all liability in relation to any loss or damage arising out of or in connection with the Platform, to the extent such loss or damage is caused or contributed to by information, documentation or any other Material provided by you being incomplete, inaccurate, defamatory, or out-of-date, or by inaccuracies in AI-generated transcriptions, except to the extent such loss or damage is caused or contributed to by our negligence or breach of these Terms.

6.3 ARTIFICIAL INTELLIGENCE TRANSCRIPTION AND LICENSING

(a) You acknowledge that the Platform captures voice recordings, transcribes them using artificial intelligence to generate quotes or invoices, and subsequently deletes the audio file. We do not guarantee the accuracy of AI-generated transcriptions or resulting documentation. It is your sole responsibility to review and verify all generated quotes, invoices, and text before use.

(b) You grant to us a perpetual, irrevocable, transferable, worldwide and royalty-free licence (including the right to sublicense) to use, copy, modify, reproduce and adapt any Intellectual Property Rights in any Posted Material solely to the extent reasonably necessary for us to provide, improve, and operate the Platform.

(c) If it is determined that you retain moral rights (including rights of attribution or integrity) in any Posted Material, you release us from any and all claims that you could assert against us by virtue of any such moral rights, and you must ensure that all Users grant an equivalent release.

6.4 CONSENT TO RECORD

(a) You acknowledge and agree that the purpose of the Platform's audio capture feature is to record you (the User) only. It is not intended, designed, or encouraged to be used to record any other person.

(b) You acknowledge that it is generally illegal to record a private conversation without the consent of all parties. If you choose to use the Platform in a manner that captures the voice of any person other than yourself, you warrant that you will strictly comply with the pre-recording prompt: “You must obtain consent from all parties before recording.” You must obtain express, informed consent from all individuals before initiating any such voice recording via the Platform, in accordance with all applicable state and territory laws (including the Listening Devices Act 1992 (ACT) where applicable).

(c) You acknowledge and agree that if you record another person without their express consent, or otherwise act in contravention of these Terms, you are strictly and solely liable for any resulting legal or regulatory consequences. You fully indemnify us, and hold us harmless, against any claims, complaints, fines, proceedings, losses, or damages (including legal costs on a full indemnity basis) arising from or in connection with your failure to obtain lawful consent to record, proportionately reduced to the extent that our negligence or breach of these Terms contributed to the liability.

6.5 PHOTOGRAPHS AND VISUAL MATERIAL

(a) You acknowledge that the Platform allows you to take and upload photographs (such as "before and after" images of work performed). These visual features are strictly for documenting physical property, sites and materials.

(b) You warrant that you will obtain the express, informed consent of the registered proprietor (owner) of the property, or their lawfully authorised representative, prior to photographing the property and submitting those images to the Platform.

(c) You must not, under any circumstances, take, upload or submit photographs to the Platform that include images of people. This includes, but is not limited to, clients, bystanders, minors or reflections of individuals.

(d) You are strictly and solely liable for any privacy breaches, trespass claims or other legal consequences arising from your use of the Platform's photography features. You fully indemnify us against any claims, proceedings, losses, or damages arising from your failure to obtain the property owner's consent or your inclusion of people in any visual material, proportionately reduced to the extent our negligence caused the loss.

6.6 PLATFORM RATING SYSTEM – VERBALIT REGISTRY AND VERBALIT VERIFIED

(a) (Relevant to Customers): If you are a Customer using the Platform to engage services, this clause 7 applies to you. The Platform includes a rating system that allows customers to review and rate tradespeople based on the services provided (Verbalit Verified).

(b) (Relevant to Tradespeople): If you are a tradesperson using the Platform, this clause 7 applies to you. The Platform includes a registry that allows tradespeople to review customers and report payment disputes, including customers who fail to pay invoices on time (Verbalit Registry).

(c) User Opinions and Verification: You acknowledge that all reviews, ratings, and registry entries - whether submitted under Verbalit Verified or the Verbalit Registry - are user-submitted opinions. We do not verify the accuracy, completeness or truthfulness of any user-submitted content. The absence of a report or negative rating on a user's profile is not an endorsement of that user by us.

(d) Avoiding Statements of Fact: Whether you are submitting a rating as a customer or a registry entry as a tradesperson, you warrant that your content is accurate, lawful and based on your genuine experience of a completed job facilitated through the Platform. You must ensure your content is fair, not misleading or deceptive, and does not contain defamatory, abusive or inappropriate language.

(e) Moderation and Removal: We reserve the right (but are not obliged) to monitor, review, moderate, remove or refuse to publish any reviews, ratings or registry entries at our discretion, including where we consider content may breach these Terms, be unlawful, or expose us or any user to legal risk. We may also suspend or restrict accounts in connection with misuse of the rating systems.

(f) Right of reply: Where a rating or registry entry is published about you, you may be given the ability to submit a single response. Any response must be limited to addressing the specific transaction to which the rating or entry relates and must comply with these Terms, including the content standards in clause (d). We do not permit ongoing exchanges or discussion threads. We may moderate, refuse or remove any response at our discretion and do not guarantee publication, prominence, or timing of any response.

(g) Publication and Liability: You acknowledge that reviews, ratings and registry entries (and any permitted replies) may be publicly displayed on user profiles and accessible to other users of the Platform. To the maximum extent permitted by law, we are not responsible for, and disclaim all liability arising from, such user-generated content, including any reliance placed on it by other users.

(h) Indemnity: You accept full legal responsibility for any content you publish to the Verbalit Verified system or the Verbalit Registry. You fully indemnify us, and hold us harmless, against any claims, demands, proceedings, losses, or damages (including third-party defamation claims and legal costs on a full indemnity basis) arising from or connected to any reviews, ratings or reports you submit to the Platform, except to the extent our negligent acts or omissions contributed to the claim.

6.7 PROHIBITED CONDUCT

(a) You must not, and must not encourage or permit any User, Personnel or any third party to, without our prior written approval:

(i) upload any inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist material using the Platform;

(ii) use the Platform for any purpose other than for the purpose for which it was designed, including you must not use the Platform in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity (including requesting or accepting a job which includes illegal activities or purposes);

(iii) upload any material that is owned or copyrighted by a third party;

(iv) make copies of the Documentation or the Platform;

(v) adapt, modify or tamper in any way with the Platform;

(vi) remove or alter any copyright, trade mark or other notice on or forming part of the Platform or Documentation;

(vii) act in any way that may harm our reputation or that of associated or interested parties or do anything at all contrary to the interests of us or the Platform;

(viii) use the Platform in a way which infringes the Intellectual Property Rights of any third party;

(ix) create derivative works from or translate the Platform or Documentation;

(x) publish or otherwise communicate the Platform or Documentation to the public, including by making it available online or sharing it with third parties;

(xi) integrate the Platform with third party data or Platform, or make additions or changes to the Platform, (including by incorporating APIs into the Platform) other than integrating in accordance with any Documentation or instructions provided by us in writing;

(xii) intimidate, harass, impersonate, stalk, threaten, bully or endanger any other User or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment in connection with the Platform;

(xiii) sell, loan, transfer, sub-licence, hire or otherwise dispose of the Platform or Documentation to any third party, other than granting a User access as permitted under these Terms;

(xiv) decompile or reverse engineer the Platform or any part of it, or otherwise attempt to derive its source code;

(xv) share your Account or Account information, including log in details or passwords, with any other person and that any use of your Account by any person who is not the account holder is strictly prohibited. You must immediately notify us of any unauthorised use of your Account, password or email, or any other breach or potential breach of the Platform’s security;

(xvi) use the Platform for any purpose other than for the purpose for which it was designed, including you must not use the Platform in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity (including requesting or accepting a job which includes illegal activities or purposes);

(xvii) except as otherwise agreed, upload sensitive information or commercial secrets to the Platform;

(xviii) permit any use of the Platform in addition to the Number of Platform Users;

(xix) must not copy, reproduce, translate, adapt, vary or modify the Platform without our express written consent; or

(xx) attempt to circumvent any technological protection mechanism or other security feature of the Platform.

(b) If you become aware of misuse of your Subscription by any person, any errors in the material on your Subscription or any difficulty in accessing or using your Subscription, please contact us immediately using the contact details or form provided on our Website.

(c) Information given to you through the Platform, by us or another User, is general in nature and we take no responsibility for anything caused by any actions you take in reliance on that information.

6.8 COMPLAINTS AND REMOVAL

(a) The Platform acts as a passive conduit for the online distribution of Posted Material. We have no obligation to actively monitor or screen Posted Material, nor are we a mediator of disputes between users.

(b) We take allegations of defamatory, inaccurate, or unlawful content seriously. If you believe that any Posted Material violates these Terms, is defamatory, or infringes the Intellectual Property Rights of any person, you must notify us immediately by submitting a formal complaint in writing to hello@verbalit.com.au.

(c) Your complaint must include your full name and contact details; the exact location of the content; a clear description or copy of the specific text/content; a detailed explanation of why the content is unlawful, defamatory, or infringing; and a statement confirming the information is true and accurate.

(d) Upon receiving a valid complaint, we will act promptly and as soon as reasonably practicable. Our immediate recourse, at our absolute discretion, will be to temporarily hide or permanently remove the disputed content and we will attempt to notify you of such removal where practicable. We reserve the right to take no action if we deem the complaint to be frivolous, vexatious, or lacking sufficient detail.

(e) By investigating a complaint, temporarily hiding, or permanently removing content, we do not admit any liability, nor do we assume publisher status or responsibility for the user-generated content. We are not liable for any delays in reviewing or removing content.

(f) You agree that you are responsible for keeping and maintaining your own records of Posted Material.

(g) If we reasonably determine that a User has materially breached these Terms, including by posting unlawful content, we reserve the right to suspend or terminate that user’s Account upon providing notice (unless providing notice is prohibited by law or poses a security risk), in addition to cooperating with any law enforcement or legal inquiries.

(h) If your complaint relates to copyright or IP infringement, you acknowledge that groundless threats of legal proceedings may be prohibited under applicable law (e.g., Australia’s Copyright Act 1968), and you agree to indemnify us against any loss or damage arising from a third-party claim that your complaint constitutes a groundless threat, except to the extent our negligence caused the loss.

7. FEES AND PAYMENT

7.1 FREE VERSION

(a) We offer a free version of the Platform (Free Version) that provides limited access to certain features. The Free Version is provided on an “as is” and “as available” basis.

(b) You acknowledge and agree that:

(i) no fees or payments are required to use the Free Version;

(ii) certain features, functionality, or storage capacity may be restricted or unavailable in the Free Version;

(iii) we may modify, suspend, or discontinue the Free Version (or any part of it) at any time without notice or liability to you; and

(iv) your use of the Free Version remains subject to these Terms and any applicable policies.

7.2 SUBSCRIPTION FEES

(a) If you purchase our paid version of the Platform (Paid Version), you agree to the following terms:

(i) You must pay subscription fees to us in the amounts specified in the relevant App store, on the Website, or as otherwise agreed in writing (Subscription Fees).

(ii) All Subscription Fees must be paid in advance and are non-refundable for change of mind.

(iii) Unless otherwise agreed in writing, the Subscription Fees are due and payable on a recurring basis for the duration of your Subscription, with the first payment being due on the first day of the Subscription Period (or immediately after the expiry of any applicable Free Trial Period) and at the beginning of every Renewal Period thereafter.

7.3 AUTOMATIC RECURRING BILLING

Subject to clauses 7.4 and 7.1:

(a) your Subscription will continue to renew on an automatic indefinite basis unless you notify us that you wish to cancel in accordance with this clause 7.

(b) while your Subscription is maintained, your Subscription Fees will continue to be debited at the beginning of each Renewal Period from the payment method you nominated when you registered for an Account.

(c) by signing up for a recurring Subscription, you acknowledge and agree that your Subscription has an initial and recurring payment feature, and you accept responsibility for all recurring charges prior to your cancellation of your Subscription.

7.4 GRACE PERIOD

If you fail to cancel your Subscription prior to a Renewal Period and you are charged recurring charges, you have up to 7 days from the date of that renewal to cancel your Subscription by contacting us (Grace Period). If you cancel your Subscription within the Grace Period, please contact us via our Website to request a refund for any recurring fees charged to you during the Grace Period.

7.5 CHANGES TO SUBSCRIPTION FEES

(a) We may, from time to time, change our Subscription Fees and provide you with 30 Business Days’ notice. During this time, you have the opportunity to cancel your Subscription with us.

(b) If you do not notify us that you wish to cancel your Subscription within 30 Business Days’, you will be deemed to have agreed to pay the new Subscription Fees on the relevant date(s) for payment.

(c) The Subscription Fees will be effective from the date specified in the notice or, if no date is specified, on your next billing date.

7.6 LATE PAYMENTS

We reserve the right to suspend all or part of the Platform indefinitely if you fail to pay any Fees in accordance with this clause 7.

7.7 GST

Unless otherwise indicated, the Fees do not include GST. In relation to any GST payable for a taxable supply by us, you must pay the GST subject to us providing a tax invoice.

7.8 CARD SURCHARGES

We reserve the right to charge credit card surcharges in the event payments are made using a credit, debit or charge card (including Visa, MasterCard or American Express).

7.9 ONLINE PAYMENT PARTNER

(a) We may use third-party online payment partner, currently Stripe (Online Payment Partner) to collect Subscription Fees.

(b) Provided that we have notified you of such Third Party Terms and provided you with a copy of those terms, you acknowledge agree that:

(i) the processing of payments by the Online Payment Partner will be, in addition to this agreement, subject to the terms, conditions and privacy policies of the Online Payment Partner, which can be found here;

(ii) you release us and our Personnel in respect of all liability for loss, damage or injury which may be suffered by any person arising from any act or omission of the Online Payment Partner, including any issue with security or performance of the Online Payment Partner’s platform or any error or mistake in processing your payment; and

(iii) We reserve the right to correct, or to instruct our Online Payment Partner to correct, any errors or mistakes in collecting your payment.

(b) You have the right to reject any terms and conditions of the Online Payment Partner. If you reject those terms, we cannot provide you with the Subscription and clause 15 will apply.

8. INTELLECTUAL PROPERTY AND DATA

8.1 INTELLECTUAL PROPERTY

(a) (Our ownership) We retain ownership of all Materials provided to you throughout the course of your Subscription in connection with the Platform (including text, graphics, logos, design, icons, images, sound and video recordings, pricing, downloads and software) (Platform Content) and reserve all rights in any Intellectual Property Rights owned or licensed by us in the Platform Content not expressly granted to you.

(b) (Licence to you) You are granted a licence to the Platform Content, for the Number of Platform Users, and you may make a temporary electronic copy of all or part of any materials provided to you for the sole purpose of viewing them and using them for the purposes of the Platform. You must not otherwise reproduce, transmit, adapt, distribute, sell, modify or publish those materials or any Platform Content without prior written consent from us or as otherwise permitted by law.

8.2 USER DATA

Our Rights and Obligations

(a) You grant to us (and our Personnel) a non-exclusive, royalty free, non-transferable, worldwide and irrevocable licence to use User Data to the extent reasonably required to provide the Platform, and for our internal business purposes, including to improve the Platform and our other products and services, and including to apply machine learning and other analytics processes to the User Data, to gain commercial insights and other associated learnings, and to improve the Platform, our business and our other products and services.

(b) We reserve the right to remove any User Data at any time, for any legitimate business or legal reason, including where we reasonably deem User Data to be inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist.

(c) To the extent permitted by law, we reserve the right to anonymise and aggregate User Data (Anonymised Data). We can use this Anonymised Data for our internal purposes, such as business analytics and product improvement, and we may aggregate and commercialise it, including in data sets provided to third parties. We will ensure that Anonymised Data cannot be used to identify any individual User.

Your Obligations and Grant of Licence to Us

(d) You are responsible for ensuring that:

(i) you share User Data only with intended recipients; and

(ii) all User Data is appropriate and not in contravention of these Terms.

(e) You:

(i) warrant that our use of User Data will not infringe any third-party Intellectual Property Rights; and

(ii) indemnify us from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of such infringement.

9. THIRD PARTY SOFTWARE INTEGRATIONS

(a) You acknowledge and agree that issues can arise when data is uploaded to software, when data is transferred between different software programs, and when different software programs are integrated together. We cannot guarantee that integration processes between the Platform and other software programs will be free from errors, defects or delay.

(b) You agree that we will not be liable for the functionality of any third party goods or services, including any third party software, or for the functionality of the Platform if you integrate it with third party software, or change or augment the Platform, including by making additions or changes to the Platform code, and including by incorporating APIs into the Platform.

(c) If you add third party software or software code to the Platform, integrate the Platform with third party software, or make any other changes to the Platform, including the Platform code (User Software Changes), then:

(i) you acknowledge and agree that User Software Changes can have adverse effects on the Platform, including the Platform;

(ii) you will indemnify us in relation to any loss or damage that arises in connection with the User Software Changes;

(iii) we will not be liable for any failure in the Platform, to the extent such failure is caused or contributed to by a User Software Change;

(iv) we may require you to change or remove User Software Changes, at our discretion, and if we do so, you must act promptly;

(v) we may suspend your access to the Platform until you have changed or removed User Software Change; and/or

(vi) we may change or remove any User Software Change, in our absolute discretion. We will not be liable for loss of data or any other loss or damage you may suffer in relation to our amendment to, or removal of, any User Software Change.

10. CONFIDENTIALITY

(a) Except as contemplated by these Terms, a party must not, and must not permit any of its Personnel, use or disclose to any person any Confidential Information disclosed to it by the other party without the disclosing party’s prior written consent.

(b) Each party must promptly notify the other party if it learns of any potential, actual or suspected loss, misappropriation or unauthorised access to, or disclosure or use of Confidential Information or other compromise of the security, confidentiality, or integrity of Confidential Information.

(c) The notifying party will investigate each potential, actual or suspected breach of confidentiality and assist the other party in connection with any related investigation.

11. PRIVACY

(a) We collect personal information about you in the course of providing you with the Platform, to contact and communicate with you, to respond to your enquiries and for other purposes set out in our Privacy Policy which can be found on our Website.

(b) Our Privacy Policy contains more information about how we use, disclose and store your personal information and details how you can access and correct your personal information.

(c) By agreeing to these Terms, you agree to our handling of personal information in accordance with our Privacy Policy.

12. LIABILITY

12.1 WARRANTIES AND LIMITATIONS

(a) (Service Limitations) While we will use our best endeavours to ensure the Platform is working for its intended purpose, you acknowledge and agree that from time to time, you may encounter the following issues:

(i) the Platform may have errors or defects;

(ii) the Platform may not be accessible at times;

(iii) messages sent through the Platform may not be delivered promptly, or delivered at all;

(iv) information you receive or supply through the Platform may not be secure or confidential; or

(v) any information provided through the Platform may not be accurate or true.

(b) (Errors) We will correct any errors, bugs or defects in the Platform which arise during your Subscription and which are notified to us by you, unless the errors, bugs or defects:

(i) result from the interaction of the Platform with any other Platform or computer hardware, software or services not approved in writing by us;

(ii) result from any misuse of the Platform; or

(iii) result from the use of the Platform by you other than in accordance with these Terms or the Documentation.

(c) (Warranties) We warrant that:

(i) during the Subscription Period, the Platform will perform substantially in accordance with the Documentation;

(ii) during the Subscription Period, the Platform will be provided as described to you in, and subject to, these Terms; and

(iii) to our knowledge, the use of the Platform in accordance with these Terms will not infringe the Intellectual Property Rights of any third party.

(d) (Exclusion) To the maximum extent permitted by applicable law, all express or implied representations and warranties not expressly stated in these Terms are excluded.

(e) (Consumer law) Nothing in these Terms is intended to limit the operation of the Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth) (ACL). Under the ACL, you may be entitled to certain remedies (like a refund, replacement or repair) if there is a failure with the goods or services provided.

13. LIABILITY

13.1 LIABILITY

To the maximum extent permitted by law, and subject to clause 13.3, the total liability of each party in respect of loss or damage sustained by the other party in connection with this agreement is limited to the amount paid by you to us in the 3 months preceding the date of the event giving rise to the relevant liability.

13.2 CONSEQUENTIAL LOSS

To the maximum extent permitted by law, and subject to clause 13.3, neither party will be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue in connection with this agreement or any goods or services provided by us except:

(a) in relation to a party’s liability for fraud, personal injury, death or loss or damage to tangible property; or

(b) to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth).

13.3 EXCLUSION

Clauses 13.1 and 13.2 and do not apply to the your liability in respect of loss or damage sustained by us arising from the your breach of clauses 6 (Client Obligations and Posted Material), 8 (Intellectual Property) and 10(Confidentiality).

14. UPGRADE AND DOWNGRADES

(a) You may notify us that you would like to upgrade or downgrade your Subscription Tier or the Number of Platform Users at any time. If you do, we will:

(i) take reasonable steps to promptly provide you with access to the new Subscription Tier; and

(ii) upon providing such access, charge the relevant Subscription Fees, from the Renewal Period immediately following the period in which your access to the new Subscription Tier was provided, and you will be charged at the new Subscription Fee in every subsequent Renewal Period.

(b) If you choose to downgrade your Subscription or the Number of Platform Users, access to the new Subscription Tier and the new Subscription Fees will be effective at the start of the next Renewal Period, unless we notify you otherwise. We generally do not pro-rate downgrades in between Renewal Periods, however we reserve the right to from time to time.

(c) If you choose to downgrade your Subscription, you acknowledge and agree we are not liable, and you release us from all claims in relation to, any loss of content, features, or capacity, including any User Data

15. CANCELLATION

15.1 CANCELLATION AT ANY TIME

Either party may cancel or terminate your Subscription for convenience by providing 14 days’ notice to the other party.

15.2 CANCELLATION FOR BREACH

(a) Either party may cancel your Subscription immediately by written notice if there has been a Breach of these Terms.

(b) A “Breach” of these Terms means:

(i) a party (Notifying Party) considers the other party (or any of its Personnel or Users) is in breach of these Terms and notifies the other party;

(ii) the other party is given 7 Business Days to rectify the breach; and

(iii) the breach has not been rectified within 7 Business Days or another period agreed between the parties in writing.

15.3 EFFECT OF TERMINATION

Upon termination of this agreement:

(a) where termination is for convenience under clause 15.1, you will retain full access to the Software until the end of your then-current billing cycle (for example, the remainder of the current month for monthly subscriptions, or the remainder of the current year for annual subscriptions). At the end of that billing cycle, your subscription will not renew, and your access will transition to read-only access;

(b) during any period of read-only access, you may access, view and export your User Data, but you will not be able to create new data, modify existing data, or use any functionality of the Platform other than for viewing and export purposes;

(c) following the read-only access period (if any) or upon immediate termination for any other reason, you will no longer have access to the Platform, your Account, or your User Data. We will have no responsibility to store or otherwise retain any User Data (and you release us in respect of any loss or damage which may arise out of us not retaining any User Data beyond that point);

(d) where you terminate this agreement due to our unrectified Breach under clause 15.2, or where you terminate due to a material change to the Platform or these Terms that is detrimental to you, you will be entitled to a pro-rata refund of any pre-paid Subscription Fees for the period after the date of termination;

(e) in all other circumstances, unless agreed in writing, any Subscription Fees that would otherwise have been payable after termination for the remainder of the relevant Renewal Period will remain payable and, to the maximum extent permitted by law, no Subscription Fees already paid will be refundable; and

(f) each party must comply with all obligations that are by their nature intended to survive the end of this agreement, including without limitation the liability caps, intellectual property rights and confidentiality clause.

16. IF THE PARTIES HAVE A DISPUTE

(a) If an issue between the parties arises under this agreement that cannot be resolved day-to-day, the parties will make genuine efforts in good faith to participate cooperatively in mediation, at equal shared expense of the parties.

(b) The parties will conduct mediation through the Australian Disputes Centre (ADC) and in accordance with the ADC’s Guidelines for Commercial Mediation (as current at the time of the dispute).

(c) The parties will follow the mediator’s recommendations on the extent of mediation required, and when to stop mediation if the issue cannot be resolved.

(d) Either party may at any time during this process make an offer for settlement. The parties acknowledge and agree it is in their best interests to properly consider all genuine settlement offers. The parties will use best endeavours to avoid litigation and reach a prompt settlement.

(e) If mediation does not resolve the issue, either party may initiate legal proceedings to resolve the dispute.

(f) The process in this clause does not apply where a party requires an urgent injunction.

17. FORCE MAJEURE

(a) We will not be liable for any delay or failure to perform its obligations under this agreement if such delay or failure arises out of a Force Majeure Event.

(b) If a Force Majeure Event occurs, we must use reasonable endeavours to notify you of:

(i) reasonable details of the Force Majeure Event; and

(ii) so far as is known, the probable extent to which We will be unable to perform or be delayed in performing its obligations under this agreement.

(c) Subject to compliance with clause 17(b), our relevant obligation will be suspended during the Force Majeure Event to the extent that it is affected by the Force Majeure Event.

(d) For the purposes of this agreement, a ‘Force Majeure Event’ means any:

(i) act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide, explosion or fire;

(ii) strikes or other industrial action outside of the control of us;

(iii) war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic, pandemic; or

(iv) any decision of a government authority in relation to COVID-19, or any threat of COVID-19 beyond the reasonable control of us, to the extent it affects our ability to perform our obligations.

18. NOTICES

(a) A notice or other communication to a party under these Terms must be:

(i) in writing and in English; and

(ii) delivered via email to the other party, to the email address specified in the Order, or if no email address is specified in the Order, then the email address most regularly used by the parties to correspond regarding the subject matter of this agreement as at the date of this agreement (Email Address). The parties may update their Email Address by notice to the other party.

(b) Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party’s Email Address, notice will be taken to be given:

(i) 24 hours after the email was sent, unless that falls on a Saturday, Sunday or a public holiday in the state or territory whose laws govern this agreement, in which case the notice will be taken to be given on the next occurring business day in that state or territory; or

(ii) when replied to by the other party,

whichever is earlier.

19. GENERAL

19.1 GOVERNING LAW AND JURISDICTION

This agreement is governed by the law applying in the Australian Capital Territory, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of the Australian Capital Territory and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.

19.2 WAIVER

No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

19.3 SEVERANCE

Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.

19.4 JOINT AND SEVERAL LIABILITY

An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.

19.5 ASSIGNMENT

A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.

19.6 ENTIRE AGREEMENT

This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.

19.7 INTERPRETATION

(a) (singular and plural) words in the singular includes the plural (and vice versa);

(b) (currency) a reference to $; or “dollar” is to Australian currency;

(c) (gender) words indicating a gender includes the corresponding words of any other gender;

(d) (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;

(e) (person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;

(f) (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;

(g) (this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;

(h) (document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;

(i) (headings) headings and words in bold type are for convenience only and do not affect interpretation;

(j) (includes) the word “includes” and similar words in any form is not a word of limitation; and

(k) (adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision.

DEFINITIONS

Confidential Information	means information of or provided by a party that is by its nature is confidential information, is designated by that party as confidential, or that the other party knows or ought to know is confidential, but does not include information, which is or becomes, without a breach of confidentiality, public knowledge.
Documentation	means all manuals, help files and other documents supplied by us to you relating to the Platform.
Hosting Services	has the meaning given in clause 5.
Intellectual Property Rights	means any and all present and future intellectual and industrial property rights throughout the world (whether registered or unregistered), including copyright, trade marks, designs, patents, moral rights, semiconductor and circuit layout rights, trade, business, company and domain names, and other proprietary rights, trade secrets, know-how, technical data, confidential information and the right to have information kept confidential, or any rights to registration of such rights (including renewal), whether created before or after the date of this agreement.
Material	means tangible and intangible information, documents, reports, software (including source and object code), inventions, data and other materials in any media whatsoever.
Personnel	means, in respect of a party, its officers, employees, contractors (including subcontractors) and agents.
Platform	has the meaning given in the first paragraph of these Terms.
Platform Content	has the meaning set out in clause 8.1(a).
Subscription	has meaning given in the first paragraph of these Terms.
Subscription Fees	has the meaning set out in clause 7 of these Terms.
Subscription Period	means the period of your Subscription to the Platform as agreed on the Website.
Subscription Tier	has the meaning given in the first paragraph of these Terms.
Support Services	has the meaning given in clause 4.6.
User	means you and any third party end user of the Platform who you make the Platform available to.
User Data	means any files, data, document, information or any other Materials, which is uploaded to the Platform by you or any other User or which you, your Personnel or Users otherwise provide to us under or in connection with these Terms, including any Intellectual Property Rights attaching to those materials.
Website	means the website at the URL set out in the first paragraph of these Terms, and any other website operated by us in connection with the Platform.