Resvu Terms and Conditions
Welcome to Resvu! We provide a SaaS solution, hosting and backup services, implementation services and support services (Services), as set out in more detail in a Statement of Work, or on our website (Site).
In these Terms, when we say you or your, we mean you as an individual if you are accepting these Terms for yourself. If you are accepting these Terms on behalf of an entity (such as your employer) and you are authorised to do so, then you or your means that entity. When we say we, us, or our, we mean Resvu Pty Ltd (ACN 620 204 337).
These terms and conditions (Terms) and any Statement of Work forms our contract with you and sets out our obligations as a service provider and your obligations as a customer. You cannot use the Services unless you agree to these Terms.
Some capitalised words in these Terms have defined meanings, and each time that word is used in these Terms it has the same meaning. You can find a list of the defined words and their meaning at the end of these Terms.
OUR DISCLOSURES
Please read these Terms carefully before you accept. We draw your attention to:
- our privacy policy (on the Site) which sets out how we will handle your personal information;
- clause 8 (Variations) which sets out how we may amend these Terms; and
- clause 18 (Liability) which sets out exclusions and limitations to our liability under these Terms.
We may receive a benefit (which may include a referral fee or a commission) should you visit certain third party websites through a link in the Services, or for featuring certain goods or services on the Services.
These Terms do not intend to limit your rights and remedies at law, including any of your Consumer Law Rights.
- Engagement and Term
1.1 These Terms apply from the time you agree to these Terms, until the date these Terms are terminated in accordance with their Terms (Term).
1.2 Subject to your compliance with these Terms, we will provide you with access to the Services.
1.3 Where we require access to your premises or computer systems in order to provide the Services, you agree to provide us with such access free from risk to the safety of our employees and contractors.
1.4 Where the Services include the provision of an application programming interface (API), you agree to only use the API in accordance with the documentation that we provide to you through our Site or otherwise.
1.5 We will not be responsible for any other services unless expressly set out in these Terms or on our Site.
1.6 If we provide you with access to any new or beta services, you acknowledge that because of the developmental nature of such services, you use them at your own risk and we have no obligation to maintain or provide error corrections. Any new or beta services we provide you with access to are for evaluation purposes only and not for production use, and we may discontinue those services at any time at our sole discretion.
- Where you engage third parties to operate alongside the Services (for example, any third-party software systems you wish to integrate with the Services), those third parties are independent of us and you are responsible for (meaning we will not be liable for) the goods or services they provide, unless we expressly agree otherwise.
1.8 We may amend these Terms at any time, by providing written notice to you. By clicking “I accept” or continuing to use the Services after the notice or 30 days after notification (whichever date is earlier), you agree to the amended Terms. If you do not agree to the amendment, you should cease using the Services.
- Account
2.1 You must sign up for an Account in order to access and use the Services.
2.2 You may invite Authorised Users to access and use the Services 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 Services. Any limitations on the number of Authorised Users you can have will be set out in your Account or on the Services.
2.3 While you have an Account with us, you agree to (and to ensure your Authorised Users agree to):
(a) keep your information up-to-date (and ensure it remains true, accurate and complete);
(b) keep usernames and passwords secure and confidential, and protect them from misuse or being stolen; and
(c) notify us if you become aware of, or have reason to suspect, any unauthorised access to your Account or any logins linked to your Account.
2.4 If you close your Account, you and your Authorised Users will lose access to the Services.
- Fees
3.1 You may choose to purchase Services from us, as set out on our Site (Paid Services). You must pay all amounts due under these Terms in accordance with these Terms or as set out in a Statement of Work, or on our Site (as applicable).
3.2 We may offer free trials for certain Paid Services. At the end of the free trial, you will either begin to be charged for the Paid Service or lose access to it (unless you sign up to it as a Paid Service), as specified in the trial offer you sign up to.
3.3 Details of our Paid Services, including features, limitations and fees are set out on our Site, subject to any quote set out in a Statement of Work that we issue to you. All Paid Services must be paid for at the time you order the Service.
3.4 Our payments methods will be set out at the time you purchase the Services. If you choose to pay your fees using one of our third-party payment processors, you may need to accept their terms and conditions (if this is the case, these will be set out at the time you make payment).
3.5 You must not pay, or attempt to pay, any fees due under these Terms or as a result of your use of the Services by fraudulent or unlawful means. If you make payment by debit or credit card, you must be the authorised card holder. If payment is made by direct debit, by providing your bank account details and accepting these Terms, you authorise our nominated third-party payment processor to debit your bank account, and you confirm that you are either the holder or an authorised signatory of that bank account.
3.6 If any fees due under these Terms or as a result of your use of the Services are not paid on time, we may:
(a) suspend your access to the Services; and
(b) charge interest on any overdue payments at a rate equal to the Reserve Bank of Australia’s cash rate, from time-to-time, plus 2% per annum, calculated daily and compounding monthly.
3.7 You are responsible for paying any levies or taxes associated with your use of the Services, for example sales taxes, value-added taxes or withholding taxes (unless we are required by law to collect these on your behalf).
- Licence
4.1 During the Term, we grant you and your Authorised Users a right to use our basic Services in accordance with these Terms. This right cannot be passed on or transferred to any other person.
4.2 When you purchase our Paid Services, we grant you and your Authorised Users the right to access the purchased Service until the earlier of the specified duration of access, the termination of these Terms or your cancellation of the specific Service. These rights cannot be passed on or transferred to any other person.
4.3 You must not (and you must ensure that your Authorised Users do not):
- access or use the Services in any way that is improper or breaches any laws, infringes any person’s rights (for example, intellectual property rights and privacy rights), or gives rise to any civil or criminal liability;
- interfere with or interrupt the supply of the Services, or any other person’s access to or use of the Services;
- introduce any viruses or other malicious software code into the Services;
- use any unauthorised or modified version of the Services, including but not limited to for the purpose of building similar or competitive software or for the purpose of obtaining unauthorised access to the Services;
- attempt to access any data or log into any server or account that you are not expressly authorised to access;
- use the Services in any way that involves service bureau use, outsourcing, renting, reselling, sublicensing, concurrent use of a single user login, or time-sharing;
- circumvent user authentication or security of any of our networks, accounts or hosts or those of any third party; or
- access or use the Services to transmit, publish or communicate material that is, defamatory, offensive, abusive, indecent, menacing, harassing or unwanted.
4.4 If the Services include API access, you may use any provided APIs in accordance with our API documentation and usage policies. You may make necessary modifications to facilitate such integration, provided that such modifications do not alter or compromise the core functionality or security of the Services.
- Availability, Disruption and Downtime
5.1 While we strive to always make the Services available to you, we do not make any promises that these will be available 100% of the time. The Services may be disrupted during certain periods, including, for example, as a result of scheduled or emergency maintenance.
5.2 The Services may interact with, or be reliant on, products or services provided by third parties, such as cloud hosting service providers. To the maximum extent permitted by law, we are not liable for disruptions or downtime caused or contributed to by these third parties.
5.3 We will try to provide you with reasonable notice, where possible, of any disruptions to your access to the Services.
- Third Party Inputs
- You acknowledge and agree that the Services may interact with, or be reliant on, certain Third Party Inputs, including your operating system, web browser, the Google Play Store and/or Apple App Store, and the Payment Portal.
- You acknowledge and agree that:
(a) you are responsible for obtaining and managing all licences for the relevant Third Party Inputs;
(b) you are responsible for paying all fees related to the Third Party Inputs; and
(c) you agree to comply with terms and conditions applicable to the relevant Third Party Inputs at all times.
- We do not make any warranty or representation in respect of any Third Party Inputs.
- Despite anything to the contrary, to the maximum extent permitted by law, we will not be liable for, and you waive and release us from and against, any Liability caused or contributed to by, arising from or connected with any Third Party Inputs, subject to clause 5.
- Should any unavailability, error or change to a Third Party Input have a substantial and adverse impact on your use and enjoyment of the Services:
- you agree to notify us in writing within 10 days of the change coming into effect; and
- following receipt of such notice by us, the Parties will use all reasonable endeavours to work together to resolve the matter.
- This clause 6 will survive the termination or expiry of this Terms.
- Implementation Services
7.1 We will supply you with implementation services in accordance with any Statement of Work or as otherwise agreed between the parties.
7.2 Prior to us supplying the implementation services, you agree to:
(a) make a backup of any relevant data in your Systems which is to be the subject of, or to be used in the performance of, the Services;
(b) make a written note or make a backup of any configuration settings or information stored in your Systems;
(c) make a plan to restore your Systems in the event that they are corrupted or lost;
(d) notify any relevant parties of any planned outages or downtime necessary for the performance of the Implementation Services;
(e) provide us with all information that is within your knowledge in relation to the System which would be reasonably necessary for us to know in order to perform the implementation services; and
(f) where the equipment in your System is a computer, download and install any available:
- security and protection updates for the operating system you use; and
- updates to virus checking and other computer protection software you use.
7.3 You acknowledge and agree that not undertaking your obligations under clause 7.2 may impact on the results or the performance of the Services, and we will not be liable to you for any Liability to the extent caused or contributed to by your failure to comply with clause 7.2.
- Support Services
8.1 We will supply you with the Support Services in accordance with any Statement of Work or other written agreement for such Services.
8.2 In order for you to receive the Support Services, you must place a request in writing or through our online portal.
8.3 Unless otherwise agreed, support under these Terms is not to be used to support any other products or services and does not include training, installation of software or hardware, software development or the modification, deletion or recovery of data or any on-site services.
8.4 You agree to the reasonable usage of the Support Services. Where we consider your usage of the Support Services to be unreasonable, or unreasonably above average (compared with our other customers):
(a) we agree to notify you in writing of our concerns; and
(b) following your receipt of such notice, the Parties will use all reasonable endeavours to work together to resolve the matter.
8.5 If:
- we have provided you with the notice in accordance with clause 4(a); and
- the Parties are unable to resolve the matter pursuant to clause 4(b),
we may (at our discretion):
- adjust our response time accordingly; and/or
- vary the Fees to reflect your increased use of our limited resources, effective on and from us giving you written notice of the new Fees; or
- terminate these Terms by giving 30 days’ notice in writing to you.
- Hosting and Backup Services
9.1 We will provide hosting and backup of all information and data that is generated by your users through the SaaS Solution (Hosting and Backup Services).
9.2 We will maintain Your Data collected in connection with the use of the SaaS Solution. We will continue to hold Your Data for a maximum of 12 months after termination of theses Terms, after which Your Data may be deleted, discarded or destroyed.
9.3 At your request, we will, on payment of the applicable fee:
(a) maintain Your Data for a subsequent period of time exceeding the period above; or
(b) make Your Data available to you after the termination of these Terms.y
9.4 We will store up to 1 terabyte of Your Data per calendar month. If more than 1 terabyte of Your Data is downloaded through the SaaS Solutions in a calendar month, you will be charged an additional fee, we will provide written notice of such fee.
9.5 We reserve the right to perform maintenance and upgrades at any time and from time to time.
9.6 We will use commercially reasonable endeavours to:
(a) provide you with reasonable notice of maintenance and upgrades relevant to the hosting and backup services by sending you an email about any scheduled maintenance or upgrades that will result in an outage of more than 2 hours; or
(b) notify you as soon as practicable after becoming aware of the need for unscheduled maintenance relevant to the hosting and backup services that will result in an outage of more than 2 hours.
9.7 In the event of a failure in the hosting and backup services, we will use commercially reasonable endeavours to restore Your Data that is affected. However, you acknowledge that there may be situations in which Your Data cannot be recovered or Your Data retained may be out of date. To the maximum extent permitted by law, you agree that this clause 9.7 sets out our entire obligation with respect to disaster recovery and loss of Your Data in connection with the hosting and backup services.
- Additional Services
10.1 You may request additional Services, including support and assistance on a consultancy basis, development services, or bespoke customisation to the scope or functionality of the SaaS Solution, by providing written notice to us.
10.2 We may, at our discretion, provide you with written notice in the form of a statement of work, setting out (among other things) the Additional Services requested and any further fee required for us to undertake the Additional Services (Statement of Work).
10.3 If you agree to the Statement of Work for the Additional Services, we will provide the Additional Services to you in consideration for payment of the additional fee, which will form part of the Fees.
10.4 Each Statement of Work will be subject to, and will be governed by, these Terms and any other conditions agreed to by the Parties in writing. To the extent of any ambiguity or discrepancy between a Statement of Work and these Terms, these Terms will prevail.
- Security
11.1 Subject to these Terms, we will establish and maintain appropriate, reasonable technical and organisational security measures in accordance with good industry practice to keep Your Data secure.
- Security Incidents
12.1 If either Party becomes aware of or reasonably suspects that a security incident has occurred arising from our provision of the Services, such that Your Data has or may have been compromised (for example, unauthorised access) (each a Security Incident), that Party must promptly notify the other Party and we agree to, within a reasonable time:
(a) conduct an investigation to determine whether a Security Incident has occurred, and where one has, the cause and impact of it on Your Data; and
(b) where a Security Incident is deemed to have occurred, remediate the Security Incident to the extent that this is operationally, commercially and technically feasible.
12.2 You agree that we may suspend the Services where a Security Incident has or may have occurred and this is considered necessary or prudent (as determined by us, at our reasonable discretion) to address or deal with the Security Incident.
12.3 We will bear our costs in conducting any investigation or remediation required under this clause, unless the incident triggering the Security Incident was caused or contributed to by you (or any Authorised User), in which case, you will be liable for those costs reasonably and necessarily incurred by us arising from the Security Incident.
- Notifiable Data Breaches
13.1 This clause 13 will only apply to the extent the notifiable data breaches scheme under Part IIIC of the Privacy Act 1988 (Cth) (Notifiable Data Breaches Scheme) applies to us.
13.2 If as a result of our investigations in accordance with clause 13.1 of these Terms, we believe a Security Incident has occurred that we consider to be notifiable under the Notifiable Data Breaches Scheme, we will:
(a) promptly notify you of this by telephone or email;
(b) provide notice to the Office of the Australian Information Commissioner in accordance with the Notifiable Data Breaches Scheme; and
(c) be the sole Party to notify the individuals who are likely to be at risk of serious harm arising from the Security Incident.
13.3 Where we do not have the contact details of affected individuals, we will provide you with a statement to provide to affected individuals.
- Data and Data Recovery
14.1 We will, for the purposes of disaster recovery, endeavor to maintain a fully replicated version of Your Data in a location that is physically separate from the location at which Your Data is stored or processed for normal production purposes.
14.2 Where there is a loss of or damage to Your Data, we will use our best endeavors to reload and, if reload is not possible, reconstitute or restore Your Data saved at the last backup using industry standard data restoration techniques, the cost of which will be borne:
(a) by us, if we are responsible for the loss of or damage to Your Data; or
(b) otherwise by you.
- Intellectual Property and Data
15.1 We own all intellectual property rights in the Services. This includes how the Services look and function, as well as our copyrighted works, trademarks, inventions, designs and other intellectual property. You agree not to copy or otherwise misuse our intellectual property without our written permission (for example, to reverse engineer or discover the source code of our intellectual property), and you must not alter or remove any confidentiality, copyright or other ownership notice placed on the Services.
15.2 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.
Your Data
15.3 We do not own any of Your Data, but when you enter or upload any of Your Data into the Services, you grant us the right to access, analyse, backup, copy, store, transmit, and otherwise use Your Data for the duration of your use of the Services (and for a reasonable period of time afterwards). We may use Your Data (or disclose it to third party service providers) to:
(a) supply the Services to you and your Authorised Users (for example, to enable you and your Authorised Users to access and use the Services), and otherwise perform our obligations under these Terms;
(b) diagnose problems with the Services;
(c) improve, develop and protect the Services;
(d) send you information we think may be of interest to you based on your marketing preferences;
(e) perform analytics for the purpose of remedying bugs or issues with the Services; or
(f) perform our obligations under these Terms (as reasonably required).
15.4 You acknowledge and agree that because of the nature of the internet, the processing and transmission of Your Data by us may occur over various networks.
15.5 You are responsible for (meaning we are not liable for):
(a) the integrity of Your Data on your systems, networks or any device controlled by you or your Authorised Users; and
(b) backing up Your Data.
15.6 When you use the Services, we may create anonymised statistical data from Your Data and usage of the Services (for example, through aggregation). Once anonymised, we own that data and may use it for our own purposes, such as to provide and improve the Services, 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.
15.7 If you do not provide Your Data to us, it may impact your ability to receive the Services.
15.8 This clause 6 will survive the termination or expiry of these Terms.
- Confidential Information and Personal Information
16.1 While using the Services, you may share confidential information with us, and you may become aware of confidential information about us. You agree not to use our confidential information, and to take reasonable steps to protect our confidential information from being disclosed without our permission, and we agree to do the same for your confidential information. This also means making sure that any Authorised Users, employees, contractors, professional advisors or agents of ours or yours only have access to confidential information on a ‘need-to-know basis’ (in other words, the disclosure is absolutely necessary), and that they also agree to not misuse or disclose such confidential information.
16.2 However, either you or we may share confidential information with legal or regulatory authorities if required by law to do so.
16.3 We collect, hold and disclose and use any Personal Information you provide to us in accordance with our privacy policy, available on the Site, and applicable privacy laws.
16.4 You must only disclose Personal Information to us if you have the right to do so (such as having the individual’s express consent).
16.5 We may need to disclose Personal Information to third parties, such as our related companies or our service providers (for example, IT and administrative service providers and our professional advisors).
16.6 Where we are required by law to report on our activities, you acknowledge that from time to time we may request certain information from you in order to meet our requirements, and you agree to provide us with such information within the timeframes reasonably requested by us.
16.7 This clause 16 will survive the termination or expiry of these Terms.
- Consumer Law Rights
17.1 In some jurisdictions, you may have guarantees, rights or other remedies provided by law (Consumer Law Rights), and these Terms do not restrict your Consumer Law Rights. We will only be bound by your Consumer Law Rights and the express wording of these Terms.
17.2 Subject to your Consumer Law Rights, we do not provide a refund for a change of mind or change in circumstance.
17.3 If you accept these Terms in Australia, nothing in these Terms should be interpreted to exclude, restrict or modify the application of, or any rights or remedies you may have under, any part of the Australian Consumer Law (as set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth)).
17.4 This clause 17 will survive the termination or expiry of these Terms.
- Liability
18.1 To the maximum extent permitted by law, we will not be liable for, and you release us from liability for, any Liability caused or contributed to by, arising from or in connection with:
- your computing environment (for example, your hardware, software, information technology and telecommunications services and systems); or
- any use of the Services by a person or entity other than you or your Authorised Users.
18.2 Regardless of whatever else is stated in these Terms, to the maximum extent permitted by law:
- neither we or you are liable for any Consequential Loss;
- a party’s liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the actions (or inactions) of the other party, including any failure by the other party to mitigate its loss;
- (where the Services are not ordinarily acquired for personal, domestic or household use or consumption) in respect of any failure by us to comply with relevant Consumer Law Rights, our Liability is limited (at our discretion) to supplying the Services again or paying the cost of having the Services supplied again; and
- our aggregate liability to you for any Liability arising from or in connection with these Terms will be limited to the amount of any fees paid by you to us in respect of the supply of the relevant Services to which the Liability relates, and where no Services have been purchased, AU$1000.
18.3 This clause 18 will survive the termination or expiry of these Terms.
- Notice Regarding Apple
19.1 To the extent that you are using or accessing the Services 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 Services and any content available on the Services.
19.2 Apple has no obligation to furnish you with any maintenance and support services with respect to the Services.
19.3 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.
19.4 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.
19.5 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.
19.6 You agree to comply with any applicable third-party terms when using our mobile application.
19.7 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.
19.8 You hereby represent and warrant that: (1) 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 (2) you are not listed on any U.S. Government list of prohibited or restricted parties.
- Suspension and Termination
Suspension
20.1 We may suspend your access to the Services where we reasonably believe there has been any unauthorised access to or use of the Services (such as the unauthorised sharing of login details for the Services). If we suspend your access to the Services, we will let you know within a reasonable time of doing so, and we will work with you to resolve the matter, or if it cannot be resolved, then we may terminate these Terms and your access to the Services will end.
Termination
20.2 We may terminate these Terms (meaning you will lose access to the Services) if:
(a) you fail to pay your fees when they are due;
(b) you or your Authorised Users breach these Terms and do not remedy that breach within 14 days of us notifying you of that breach;
(c) you or your Authorised Users breach these Terms and that breach cannot be remedied; or
(d) we decide to discontinue the Services, in which case we will provide you with at least 90 days’ written notice; or
(e) you experience an insolvency event (including but not limited to bankruptcy, receivership, voluntary administration, liquidation, or entering into creditors’ schemes of arrangement).
20.3 You may terminate these Terms if:
(a) we breach these Terms and do not remedy that breach within 14 days of you notifying us of that breach; or
(b) we breach these Terms and that breach cannot be remedied.
20.4 You may also terminate these Terms at any time by notifying us through your Account or to our email for notices (as set out in clause 21.8), and termination will take effect immediately.
20.5 Upon termination of these Terms, we will retain Your Data (including copies) as required by law or regulatory requirements.
20.6 Termination of these Terms will not affect any other rights or liabilities that we or you may have.
20.7 This clause 20 will survive the termination or expiry of these Terms.
- General
21.1 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. We may assign or transfer these Terms to a third party, or transfer any debt owed by you to us to a debt collector or other third party.
21.2 Disputes: Neither we or you may commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, these Terms (including any question regarding its existence, validity or termination) (Dispute) unless we and you first meet (in good faith) to resolve the Dispute. Nothing in this clause will operate to prevent us or you from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.
If the Dispute is not resolved at that initial meeting:
(a) where you are resident or incorporated in Australia, refer the matter to mediation, administered by the Australian Disputes Centre in accordance with Australian Disputes Centre Guidelines for Commercial Mediation; or
(b) where you are not resident or incorporated in Australia, refer the matter to arbitration administered by the Australian Centre for International Commercial Arbitration, with such arbitration to be conducted in Adelaide, South Australia, before one arbitrator, in English and in accordance with the ACICA Arbitration Rules.
21.3 Events Outside Our Control: We will not be liable for any delay or failure to perform our obligations (including the Services), if such delay or failure is caused or contributed to by an event or circumstance beyond our reasonable control.
21.4 Governing law: These Terms are governed by the laws of South Australia, and any matter relating to these Terms is to be determined exclusively by the courts in South Australia and any courts entitled to hear appeals from those courts.
21.5 Illegal Requests: We reserve the right to refuse any request for or in relation to the Services that we deem inappropriate, unethical, unreasonable, illegal or otherwise non-compliant with these Terms.
21.6 Marketing: You agree that we may send you electronic communications about our products and services. You may opt-out at any time by using the unsubscribe function in our electronic communications.
21.7 Nature of Legal Relationship: These Terms do not create, and should not be interpreted so as to create, a partnership, joint venture, employment or agency relationship between us and you.
21.8 Notices: Any notice you send to us must be sent to the email set out at the beginning of these Terms. Any notice we send to you will be sent to the email address registered against your Account.
21.9 Professional Services Disclaimer: The Services do not constitute, and are not a substitute for, financial, legal or risk management advice.
21.10 Publicity: You agree that we may, with your written consent, advertise or publicise the fact you are a customer of ours, for example on the Site or in our promotional material, and you grant us a right to display and use your logo and branding solely for that purpose.
- Definitions
22.1 In these Terms:
Account means an account accessible to the individual or entity who signed up to the Services, under which Authorised Users may be granted with access.
Additional Services means any Services not set out in any original Statement of Work which we agree to provide to you.
Authorised User means a user that you have invited to use the Services through your Account.
Consequential Loss includes any consequential loss, special or indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise. However, your obligation to pay us any amounts for access to or use of the Services (including the Services) will not constitute “Consequential Loss”.
Fees means the price for Services as set out in any relevant Statement of Work or other written agreement between both parties.
Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or us or you or otherwise.
Payment Portal means the payment portal which facilitates the ordering of goods and/or services by relevant Authorised Users.
Personal Information means any information or opinion about an identified individual, or an individual who is reasonably identifiable, whether the information or opinion is true or not, and whether the information or opinion is recorded in a tangible form or not.
SaaS Solution means the access to and use of our cloud-based software solution known as “ResVu”, as further described on our Site.
Services means the services we provide to you, as detailed at the beginning of these Terms.
Statement of Work means any agreement in writing between both parties setting out the particular Services to be provided and any other commercial details of the arrangement.
Support Services means any support services agreed between both parties in writing.
System means all hardware, software, networks, telecommunications and other IT systems used by a Party from time to time, including a network.
Third Party Inputs means third parties or any goods and services provided by third parties, including customers, end users, suppliers, transportation or logistics providers or other subcontractors which the provision of the Services may be contingent on, or impacted by.
Your Data means the information, materials, logos, documents, qualifications and other intellectual property or data supplied by you and your Authorised Users when receiving the Services or stored by or generated by your use of the Services, including any Personal Information collected, used, disclosed, stored or otherwise handled in connection with the Services. Your Data does not include any data or information that is generated as a result of your usage of the Services that is a back-end or internal output or an output otherwise generally not available to users of the Services.