Spring Cloud Tech Pty Ltd (We) owns and operates the Website and Services. The (Customer) has entered into an agreement with Us to enable (You) access to the Website and Services.
Please read these Terms carefully. These Terms are binding on your use of the Service and they apply to You from the time that We provide You with access to the Website and the Service.
We reserve the right to change these Terms at any time. We can notify you of a change by posting the modified terms on the Website, and we will make reasonable efforts to draw your attention to the changes using email or a login notification on the Service.
By continuing to access or use the Website or Service, You indicate that you have read and you consent to be bound by the most recently-published Terms as posted on the Website.
Confidential Information means, in relation to You or Us or the Customer (for the purposes of this definition, the Discloser), all information disclosed by or on behalf of the Discloser, concerning or relating to:
whether such information was:
but exclude any such information:
Customer means the legal entity who has entered into an agreement (whether with Us or through Our authorised resellers) to use the Service.
Data means any data inputted by, or with the authority of, You or the Customer as applicable, into the Website.
Intellectual Property Right means all current and future registered and unregistered rights in respect of copyright, circuit layouts, designs, trade marks, know-how, confidential information, patents, inventions and discoveries and all other intellectual property as defined in article 2 of the convention establishing the World Intellectual Property Organisation 1967.
Service means the software and services made available (as may be changed or updated from time to time by Us) by means of the web-based software platform called “CorePlan” accessible via the Website.
We/Our/Us means Spring Cloud Tech Pty Ltd including its related entities and related bodies corporate (having the meanings given to those terms in the Corporations Act 2001 (Cth)).
Website means the internet site at the domain https://www.coreplan.io/ or any other website operated by Us.
You means, other than the Customer, you in your capacity as an employee, officer, agent, contractor, subcontractor, professional adviser or other invited user of the Customer whom the Customer from time to time has authorised to use the Service and access or contribute to the Customer’s Data, and 'Your' has a corresponding meaning.
For the avoidance of doubt, the “Background” section as set out above forms part of the Terms and is legally binding.
We grant to You the right to access and use the Service via the Website according to the particular user roles available to You under the Customer’s subscription type. This right is non-exclusive and non-transferable, and is limited by and subject to this Agreement.
You acknowledge and agree that, subject to any applicable agreement between the Customer and You, or any other applicable laws:
You agree to:
and (subject to Our agreement with Our Customer) assist Us in taking all necessary steps to defend Our Intellectual Property Rights other than by the institution of legal proceedings;
Your use of the Service may be subject to limitations, including but not limited to monthly transaction volumes and the number of uploads, downloads or queries You are permitted to make against the Service, depending on the Customer’s subscription type and status of their account with Us.
You indemnify Us against all claims, costs, damage and loss arising from Your breach of any of these Terms or any obligation You may have to Us.
Unless the relevant party has the prior written consent of the other or unless required to do so by law:
All title to, and all Intellectual Property Rights in the Service, the Website and any documentation relating to the Service remain Our property (or that of Our licensors).
Title to, and all Intellectual Property Rights in, the Data remain the property of You, Your licensors, or the Customer, as applicable. You grant to Us a non-exclusive, perpetual, royalty-free licence to use, copy, transmit, store, and back-up the Data for the purposes of enabling You to access and use the Service, and for any other purpose related to Our provision of the Service to You or to the Customer.
You must maintain copies of all Data inputted into the Service. We adhere to its best practice policies and procedures to prevent data loss, including a regular periodic system data back-up regime, but we provide no guarantees that there will be no loss of Data. Except to the extent required by law, we expressly exclude any liability for any loss of Data no matter how it is caused.
You warrant that You have the authority to agree to these Terms and agree that by registering to use the Service You agree to be bound to obligations under these Terms.
You acknowledge that:
To the extent We are found Liable in connection with the Terms, Our Liability shall be limited (at Our sole option) to any one or more of the following:
To the extent We are Liable in connection with these Terms (whether in contract, under a right of indemnity, tort or statute), then Our cumulative Liability in the aggregate (to the fullest extent permitted by law) shall in no event exceed AUD$1.00.
then We may (in our sole discretion) take any or all of the following actions:
Despite section 9.1, either You or We can terminate these Terms by giving 5 Business Days’ notice in writing to the other party.
Sections 3.4, 3.5, 4, 5, 6, 8 and 11 survive the expiry or termination of these Terms.
In the case of technical problems, You must make all reasonable efforts to investigate and diagnose problems before contacting Us. If You still need technical help, please first check the support pages provided on the Website or email us at [email protected].
While We intend that the Service should be available 24 hours a day, seven days a week, it is possible that the Service or Website may be unavailable from time-to-time, including for maintenance or making improvements to the Website or Service.
If we anticipate that we may need to interrupt the Service for longer than We would normally expect, we will take reasonable steps to publish in advance details of such activity on the Website.
These Terms supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between You and Us relating to the Service and the other matters dealt with in these Terms.
If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
You may not assign or transfer any rights to any other person without Our prior written consent, which we can withhold in our sole discretion.
These terms will be governed by and construed in accordance with the laws of Western Australia and the parties submit to the non-exclusive jurisdiction of the Courts of Western Australia.
If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.