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SaaS Terms of use

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The following special terms are in addition to (but form part of) our General Terms. To the extent of any inconsistency between these special terms and our General Terms, these special terms will apply:

1. SITE ACCESS

  • 1.1 These Terms govern your access to and use of the Site.
  • 1.2 We will make the Site available to you in accordance with your entitlements as defined in the Proposal and these Terms (your Subscription).

2. TERM AND RENEWAL

  • 2.1 Your Subscription is for the initial and renewal terms specified in the Proposal.

3. USER ACCOUNT

  • 3.1 Access to the Site is provided via individual user accounts each associated with a unique email address (User Accounts). The Site Administrator and each Tenant Administrator can establish User Accounts with various permission levels.
  • 3.2 You must ensure that the email address associated with each User Account is controlled by a single individual who is an Authorised User.
  • 3.3 You must ensure that the User Account is used only by the associated Authorised User, and not shared by one or more individuals.
  • 3.4 We will configure the Site with a User Account for the Site Administrator. Your Site Administrator is responsible for managing user privileges for all other User Accounts within the Site, including to establish Tenants and Tenant Administrators.
  • 3.5 Unless the Site relies on a federated identity service for user authentication, your Site Administrator will be responsible for creating and deleting User Accounts within the Site. The Site Administrator may delegate this function to one or more Tenant Administrators in respect of each Tenant.
  • 3.6 Where the Site relies on a federated identity service for user authentication, users authenticated to your organisation through that federated identity service will automatically be issued with User Accounts within the Site, although their user privileges within the Site will be as configured by your Site Administrator and relevant Tenant Administrators.

4. CLIENT DATA

  • 4.1 You and your licensors retain all rights in all data that you upload to the Site, and all data, forms, documents and other material generated within the Site from that uploaded data (collectively, Client Data).
  • 4.2 Client Data is confidential to you. Subject to the other terms of this clause 4, we will not use or disclose your Client Data except to provide our services, as authorised by you, or as required by law.
  • 4.3 You authorise us to access and process your Client Data to the extent necessary to manage the Site, and to provide you with any other services that you request from us.
  • 4.4 You also authorise us to provide our suppliers and contractors (and their suppliers and contractors) (Authorised Third Parties) access to Client Data if and to the extent necessary for them to carry out their functions in hosting, maintaining and supporting the Site.
  • 4.5 We will ensure that all Authorised Third Parties are contractually prohibited from accessing the Client Data for any other purpose, and are obliged to treat the Client Data as confidential, and to take all reasonable precautions to prevent unauthorised access to the Client Data, consistent with the standards generally expected of a highly skilled and experienced IT services provider engaged in the same type of undertaking under the same or similar circumstances.
  • 4.6 You agree that we may send, process and store Client Data to and in the Nominated Environment and associated data centres.
  • 4.7 You authorise us to disclose to any Approved Third Party Service Provider any Client Data and any other Client Confidential Information we hold. You agree that you are solely responsible for agreeing with each Approved Third Party Service Provider the terms on which they will have access to the Site and receive, hold and use such Client Data and Client Confidential Information.
  • 4.8 You are responsible for any access obtained by any person (other than our employees, service providers, contractors and agents) to your Client Data through a User Account created by your Site Administrator, or through any federated identity service that you have approved as a method for logging in to the Site.
  • 4.9 We will take all reasonable precautions to prevent unauthorised access to your Client Data stored in the Site, consistent with the standards generally expected of a highly skilled and experienced IT services provider engaged in the same type of undertaking under the same or similar circumstances.
  • 4.10 We will notify you promptly if we become aware that your Client Data is accessed by, or disclosed to, an unauthorised party and will provide such details as we are able to enable you to assess and manage the associated impact.
  • 4.11 You or your personnel may notify us by means of the facility made available for this purpose on the Site if at any time you consider your Client Data has been accessed by, or disclosed to, an unauthorised party.
  • 4.12 You agree that the Site is not intended as your document management repository or system of record. Accordingly, we will not be considered the holder of record in respect of Client Data and you are responsible for backing up any Client Data, including any and all documents generated by the Site through your User Accounts, and we will not in any circumstances be liable for loss or corruption of Client Data stored in the Site.
  • 4.13 Subject to clause 4.14, all Client Data will be stored in a single database. To the extent that Client Data is associated with individual Tenants, such Client Data will be functionally separated by the inclusion of an associated Tenant ID.
  • 4.14 The Site Administrator may request that Client Data associated with a particular Tenant is stored within a separate Tenant database (Tenant DB). We will facilitate the provision of a Tenant DB in accordance with the License Proposal.

5. SITE AVAILABILITY

  • 5.1 You agree that the Site is not designed for time-critical use. The Site and each Form will be available to a level sufficient to meet the Availability SLA. The calculation of each Availability SLA will exclude any unavailability due to faults or misconfigurations in the networks or systems that you use to access the Site.
  • 5.2 If the Availability SLA for the Site is breached in a calendar month, we will pay you a service credit equal to 10% of the Monthly Subscription Cost for the Site and affected Forms.
  • 5.3 If the Availability SLA for a Form (and not the Site) is breached in a calendar month, we will pay you a service credit equal to 10% of the Monthly Subscription Cost for the relevant Form.
  • 5.4 If the Availability SLA for the Site is breached three or more times in any six month period, you may give notice to us cancelling your Subscription for the Site and all Forms, in which case we will not charge you an amount equal to the Monthly Subscription Cost for the Site and all Forms for each unused month of the Current Subscription Period, starting from the date of cancellation (the Unused Subscription). If you have prepaid any element of the Unused Subscription, then we will refund this to you.
  • 5.5 If the Availability SLA for a Form (and not the Site) is breached three or more times in any six month period, you may give notice to us cancelling your Subscription for the relevant Form, in which case we will not charge you an amount equal to the Monthly Subscription Cost for the relevant Form for each unused month of the Current Subscription Period, starting from the date of cancellation (the Unused Subscription). If you have prepaid any element of the Unused Subscription, then we will refund this to you.
  • 5.6 For the purposes of clauses 5.2 through 5.5, the Monthly Subscription Cost is the total Subscription Fees that you have paid us in respect of the Current Subscription Period, divided by the number of calendar months in that same period.
  • 5.7 The remedies set out in clauses 5.2 through 5.5 are the sole remedies for any breach of the Availability SLA.
  • 5.8 Notwithstanding the above, you acknowledge that on occasion the Site may be unavailable to permit scheduled maintenance or other development activity to take place, on in the event of Force Majeure. We will provide no less than 24 hours' notice of any scheduled maintenance.

6. ACCEPTABLE USE

  • 6.1 You must not, and must ensure that the individuals accessing your User Accounts do not, directly or indirectly:
    1. Interfere with or disrupt the Site or any related systems;
    2. Reverse engineer, decompile, or prepare derivative works of the Site or any associated client software, or otherwise attempt to access its source code;
    3. Upload to the Site any material that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libellous, invasive of another's privacy or right of publicity, hateful, or otherwise objectionable;
    4. Infringe the intellectual property of any third party in connection with use of the Site;
    5. Except as described in the Proposal sell, rent, lease, lend, transfer, sublicense or otherwise provide access to the Site, or utilise the Site, for the benefit of a third party (other than one of your related authorities, agencies, organisations or companies), including through a service bureau, commercial time-sharing arrangement, or application service provider arrangement;
    6. Circumvent the user authentication or security of the Site or any related host, network or account;
    7. Use any tools, code or instruction intended to fuzz, damage, destroy, alter, reveal any portion of the Site, other than for the purposes of security accreditation and testing of which we are given prior notice; or
    8. Make any use of the Site that violates any applicable law of the country you operate our Site.

    7. CONFIDENTIALITY AND INTELLECTUAL PROPERTY

    • 7.1 We will hold in strict confidence all your Client Confidential Information.
    • 7.2 Client Confidential Information on the Site will be protected by effective information barriers. However, we may use and disclose Client Confidential Information where you authorise us to disclose such information (including in this Agreement) or where we, or our service providers, must do so by law.
    • 7.3 Unless prohibited by legal process from doing so, we will notify you promptly upon becoming aware that we are being required to disclose Client Confidential Information by law, and at your cost will endeavour to follow your lawful directions in connection with such requirement.
    • 7.4 Each of us agrees to comply with all laws and regulations relating to privacy and the collection and use of personal information that apply to the subject matter of these Terms, and to assist one another in relation to any allegation or claim regarding unauthorised, access, use, processing or disclosure of data or personal information.
    • 7.5 Where you pay us to create Work Product on a lump sum fixed price basis or a time and materials basis and that is specified to be delivered to you as ‘Client Materials’ in an Order (Client Materials), on payment you will own any new intellectual property rights created in the course of that work (Commissioned IP).
    • 7.6 You grant us a non-exclusive, worldwide, perpetual, irrevocable, fully paid up licence of all Commissioned IP, to make, distribute, and exploit copies and adaptations of any copyright work created for the Commissioned IP. This licence is transferable and fully sub-licensable. This licence does not authorise us to re-use any confidential or proprietary Client Data or any other of your Client Confidential Information originally supplied by you to us.
    • 7.7 Except as stated in clause 7.5, you acknowledge that we and our licensors retain all intellectual property rights in the Site, any Work Product, and all other services and products made available in and through the Site.

    8. PROFESSIONAL SERVICES

    • 8.1 From time to time, you and we may agree for us to undertake Professional Services.
    • 8.2 Professional Services and your Subscription do not include any legal advice, preparation or review of legal documents, planning or guidance that materially affects the legal nature of Work Product or any of the services in the nature of 'legal work' or work that can only be undertaken by a qualified and licensed legal practitioner under a law or regulation that applies to these Terms (Legal Work).
    • 8.3 If the Availability SLA for the Site is breached three or more times in any six month period, you may give notice to us cancelling your Subscription for the Site and all Forms, in which case we will not charge you an amount equal to the Monthly Subscription Cost for the Site and all Forms for each unused month of the Current Subscription Period, starting from the date of cancellation (the Unused Subscription). If you have prepaid any element of the Unused Subscription, then we will refund this to you.

    9. TERMINATION AND SUSPENSION

    • 9.1 You or we may terminate your Subscription with immediate effect, by giving notice to the other party, if at the time of the notice:
      1. The other party has committed a material breach of these Terms, the breach has yet to be remedied, and at least 20 Business Days have passed since the terminating party gave notice to the other party advising of the breach and demanding a remedy; or
      2. The other party is in liquidation or receivership, or is insolvent.
    • 9.2 You may terminate your Subscription for convenience at any time, by giving at least 20 Business Days' notice to us.
    • 9.3 If you have terminated this Agreement we will refund you any prepaid Fees covering the remainder of the then current Subscription Period.
    • 9.4 We may suspend upon notice all or part of the Site or our services if we are required to do so to protect our systems or security. We may modify a service from time to time but will not change its fundamental nature.

    10. DISENGAGEMENT

    • 10.1 If your Subscription comes to an end for any reason, we will allow you a further period of 60 Business Days to download your Client Data from the Site in a usable form (Disengagement Period).
    • 10.2 During the Disengagement Period, if and to the extent requested, we will use reasonable efforts to assist you with any action that needs to be taken within the Site in order for you to achieve an orderly migration away from the Site. Except where you have terminated this Agreement for our breach or insolvency, we may charge for any such assistance that we provide at your request, at reasonable rates no higher than our standard rates generally offered to our other clients at the time. At the end of the Disengagement Period, we may revoke all access to the Site, and will delete any Client Data stored in the Site.
    • The provisions of any other clauses which by their nature are intended to survive, will continue in effect after termination or expiry of this Agreement.

    11. INDEMNITY

    • 11.1 We will indemnify you against any settlement amounts approved by us and damages and costs, to the extent arising from:
      1. An unaffiliated third party's allegation that use of our or our service providers' technology or intellectual property used to provide anything under these Terms infringes the third party's intellectual property rights (including any patent, copyright, trade secret or trademark); or
      2. death, personal injury or damage to tangible property caused by our personnel in their performance of the Professional Services.
    • 11.2 The obligations and remedies set out in clause 11.1 are not subject to any cap or limit of liability set out elsewhere in this Agreement and are the sole obligations and remedies for the risks and liabilities contemplated in those clauses.

    12. YOUR FEEDBACK AND SUGGESTIONS

    • 12.1 If you provide feedback or suggestions for improvement of our services or any associated technology, you agree that we are free to use and disclose them on an anonymous basis without any permission from or payment to you.

    13. OTHER MATTERS

    • 12.1 If you provide feedback or suggestions for improvement of our services or any associated technology, you agree that we are free to use and disclose them on an anonymous basis without any permission from or payment to you.

    We collect personal information from users when they access our service.
    Some of this personal information may also be collected from people who:

    • 1.1 These Terms apply to your use of the Service (as that term is defined below). By accessing and using the Service:
      1. you agree to these Terms; and
      2. where you access and use is on behalf of another person (e.g. a company), you confirm that you are authorised to , adn do in fact, agree to these Terms on that person's behalf and that, by agreeing to these Terms on that person's behalf, that person is bound by these Terms.
    • Correspond with us, including by email or phone;
    • 1.2 If you don not agree to these Temsm you are not authorised to access and use the Service, and you must immediately stop doing so.

    2. Changes

    • 2.1 We may change these Terms at any time by notifying you of the change by email or by posting a notice on the Website. Unless stated otherwise, any change takes effect from the date of the notice. You are responsible for ensuring you are familiar with the latest Terms. By continuing to access and use the Service from the date on which the Terms are changed, you agree to be bound by the changed Terms.
    • These Terms were last updated on 02 October 2018.

    3. Interpretations

    • 2.1 We may change these Terms at any time by notifying you of the change by email or by posting a notice on the Website. Unless stated otherwise, any change takes effect from the date of the notice. You are responsible for ensuring you are familiar with the latest Terms. By continuing to access and use the Service from the date on which the Terms are changed, you agree to be bound by the changed Terms.
    • These Terms were last updated on 02 October 2018.