Terms of Use
Welcome to Communic8! Our Platform includes:
a) Our Website at www.communic8.com (including its sub-domain instances, i.e., support.communic8.com, company1user.communic8.com (“Console”), and company1.communic8.com (“Hub”) (collectively, the “Websites”);
b) The mobile versions of the Websites and any of our associated smartphone applications (each, an “App”); and
c) All solutions, features, services, and resources available through it (collectively, the “Services”).
Communic8 Group Pty Ltd (ABN 26 139 494 054) (“we,” “our,” or “us”) owns and provides the Platform.
The User Terms of Service (“User Terms”) govern the use of our Platform by any person using it for any reason (“you,” “your”).
The User Terms, together with our Platform Services Description, Service Level Agreement, Privacy Policy, Cookie Policy, Acceptable Use Policy, Copyright and Trademark Policy, Security Policy, and Browser/Mobile Support Policy, form a legally binding agreement between you and us. Capitalised words used but not defined here have meanings provided in the Platform Services Description.
Please carefully read all our terms and policies because they affect your rights and obligations under the law. By using the Platform, you confirm that you understand and agree with the User Terms and our applicable terms and policies. If you do not agree, you may not use the Platform.
We summarised the different sections below. However, the summaries are not legally binding and do not limit the User Terms. They are only for convenience and do not substitute reading the entire contract.
1. The Client
Our “Client” is your employer, franchiser or customer.
We entered into a Software as a Service Agreement (“SaaS”) with our “Client.” The Client is a company, entity, or organisation of which you are an employee, franchisee, service provider, or contractor.
To the extent provided in the SaaS, the Client may authorise its employees, franchisees, service providers, contractors, and other users (each, a “User”) to have accounts on the Platform (each, an “Account”).
The Client may also grant or revoke access, enable or disable third-party integrations, manage permissions, retention and export settings, and transfer or assign Accounts.
The Client is solely responsible for responding to and resolving any disputes with, among, and between its Users relating to or based on their use of the Platform.
2. Your Account
The Client authorised your Account.
You have an Account on the Platform because it was authorised by the Client. You warrant that:
a) you are authorised by the Client to have an Account;
b) your Account information is true, correct, and updated;
c) you will promptly update your Account information whenever necessary; and
d) you are at least the age of majority and competent to enter and perform legal agreements.
The Hub may be used only by Users with Accounts authorised by the Client.
You have a non-exclusive, non-assignable, non-sublicensable, revocable right to use your Account, the Hub, and other accessible parts of the Platform according to our Acceptable Use Policy.
You will be liable for your breach of any part of the User Terms and/or Acceptable Use Policy.
The Client is the administrator of your Account.
You may use your Account to the extent authorised by the Client and allowed under the User Terms.
You may use your Account until the Client or we deny, limit, or revoke it, or until the SaaS expires or terminates, whichever comes first.
The Client or we may deny, limit, or revoke any person's Account if:
a) The person is not authorised to have an Account;
b) The email used to register cannot be verified;
c) Any information provided by the person is not true, accurate, or updated; or
d)We determine any other reasonable cause for the denial, limitation, or revocation.
Your Account Logins
You are responsible for your Account.
You are responsible for securing your Account username and password. You will not share them with any other person. You will not allow any other person to use your Account. You are responsible for any use of your Account, whether or not you have allowed such use. You will immediately notify the Client or us if you become aware of any unauthorised use of your Account, username, or password.
You are responsible for all costs associated with using the Platform, including internet access, device, equipment, telecommunications, data, and roaming charges.
3. Client Content
The Client owns the content that you provide on the Platform.
By submitting to the Platform any Client Contentas defined in the Client Terms of Service,you acknowledge and agree that the Client Content is owned and controlled by the Client, as provided in the Client Terms of Service.
The Client is solely responsible for:
a) Informing you of any relevant Client policies and practices and any settings that may impact the processing of any Client Content;
b) Obtaining any rights, permissions, or consents from you that are necessary for the lawful use of Client Content on the Platform;
c) Ensuring that the transfer and processing of any Client Content is lawful and consistent with the SaaS and applicable laws; and
d) Responding to and resolving any dispute with, among, and between you and other Users relating to or based on the Client Content on the Platform, or the Client’s failure to fulfil these obligations.
4. End-Usesr License Agreement
Grant of License
Provided that the Client has paid the applicable Fees described in the SaaS, we grant you a non-exclusive, non-transferable license to install, use, and display a copy of the Platform for your use as an authorized User of the Client (“License”). The License applies to updates and new versions of the Platform.
Failure to pay Fees by the due date will result in the suspension or termination of the License.
Rights
You may use the Platform for the purpose of availing the Services.
You may use the Platform solely in its original form.
You may use the Platform solely as an end user. The Platform is for your own use and must not be used by others or for marketing or redistribution, whether alone or as a component of any other product.
Restrictions
You may not modify, adapt, translate, rent, lease, loan, sub-license, market, sell, distribute, transfer, or create any derivative work based upon any part of the Platform.
You may not decompile, reverse engineer, disassemble or otherwise reduce the Platform to a humanly perceivable form or attempt to derive the source code of the Platform or any part thereof.
Notwithstanding anything else contained in this contract, you may not use the Platform to enable, support, or otherwise facilitate or help you or a third party to develop any product, platform, or service competitive with the Platform or any of our other products and services.
Ownership
We are the sole and exclusive owner of the Platform. The Platform, including the code, logic and structure, contain valuable trade secrets that belong to us. The License does not transfer or grant any ownership of the Platform to you or any person. We reserve all rights not expressly granted to you in this contract.
5. Our Services
Availability
The Platform may go offline from time to time.
We use hosting providers to make the Platform available to you. The availability of the Platform is subject to limitations, such as bandwidth, database size, throughput, and other technical and non-technical restrictions. The availability of the Platform may also be affected by any planned or unplanned maintenance by our hosting providers or us.
The accessibility and use of the Platform are also highly dependent on the internet and any other computer and telecommunications networks and infrastructure upon which they operate, interface, or connect. You agree and acknowledge that we are not responsible for any interruption in the Platform caused by the improper functions of these networks and infrastructure.
6. App-Specific Provisions
Apple and Google are not responsible for the App; we are.
This section applies when you use our App downloaded from the Apple App Store or Google Play.
The User Terms form an agreement between you and us; and not with Apple Inc. or Google, Inc. (each an “App Distributor”). We, not the App Distributor, are solely responsible for any warranties pertaining to the App, whether expressed or implied by law, to the extent not otherwise effectively disclaimed under the User Terms.
Scope of Licence
You are granted a limited, non-transferable licence to use the App on a device that utilises the Apple iOS or Android operating system, as applicable, and in accordance with the usage rules set forth in the applicable App Distributor’s terms of service.
Maintenance and Support
We are solely responsible for providing any maintenance and support with respect to the App, as specified in the User Terms, or as required under applicable law. You acknowledge that the App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to the App.
Warranty
We are solely responsible for any product warranties, whether expressed or implied by law, to the extent not effectively disclaimed. In the event of any failure of the App to conform to any applicable warranty, you may notify the App Distributor, and the App Distributor, in accordance with its terms and policies, may refund the purchase price, if any, paid for the App, and to the maximum extent permitted by applicable law, the App Distributor will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be our sole responsibility.
Claims
You acknowledge that we, not the App Distributor, are responsible for addressing any claims of yours or any third party relating to the App or your possession or use of the App, including, but not limited to:
a) product liability claims;
b) any claim that the App fails to conform to any applicable legal or regulatory requirement; and
c) claims arising under consumer protection or similar legislation.
Intellectual Property Rights
You acknowledge that, in the event of any third party claim that the App or your possession and use of the App infringes a third party's intellectual property rights, the App Distributor will not be responsible for the investigation, defence, settlement, and discharge of any such intellectual property infringement claim.
Legal Compliance
Persons in blacklisted and excluded countries are prohibited from using the Platform.
You represent and warrant that (i) 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 (ii) you are not listed on any U.S. government list of prohibited or restricted parties.
Third-Party Beneficiary
Apple and Google benefit from this contract.
You and we acknowledge and agree that the App Distributors, and their subsidiaries, are third-party beneficiaries of the User Terms, and that, upon your acceptance of the User Terms, each App Distributor will have the right (and will be deemed to have accepted the right) to enforce the User Terms against you as a third party beneficiary thereof.
Notwithstanding the above, and for the avoidance of doubt, you agree to release and indemnify us from any claims that you or any other person might otherwise have (including any claims arising under consumer protection or similar legislation in respect of the App and any other claims, losses, liabilities, damages, or expenses) which relate to your acts or omissions. You, not us, will be solely responsible for the claims, losses, liabilities, damages, or expenses you have caused or contributed.
7. Ownership and Intellectual Property
“Intellectual Property Rights”means all copyright, trademark rights, patent rights, and design rights, whether registered or unregistered, and all other rights to intellectual property as defined under article 2 of the convention establishing the World Intellectual Property Organization, and all rights to enforce any of the foregoing rights.
Our Platform
We own everything on the Platform, except the Client Content.
Except in respect of the Client Content, we own all Intellectual Property Rights in the Platform. We exclusively own (i) all rights, titles, and interests in the Platform, including all updates, improvements, modifications, and enhancements to the Platform, (ii) all software used within the Platform, and (iii) all Intellectual Property Rights therein.
Other than the rights temporarily granted pursuant to the User Terms, you have no rights in the Platform or in its modification or enhancement.
The User Terms and our applicable terms and policies do not transfer or assign any of our rights, titles, and interests in the Platform to you.
You may send, upload, or post suggestions, comments, or requests (each a "Suggestion") to us. Effectively and upon providing any Suggestion, it becomes our sole and exclusive property, and you assign to us all Intellectual Property Rights, including Moral Rights, in the Suggestion, pursuant to section 197 of theCopyright Act1968 (Cth) and in equity.
Our Intellectual Property Rights
You agree not to take any step to invalidate or prejudice our or our licensors’ Intellectual Property Rights. Without limiting the foregoing, you will not register any security interest or purchase money security interest on the Personal Property Securities Register under thePersonal Property Securities Act2009 (Cth) or otherwise encumber or charge the Client Content or your rights to use the Platform.
8. Data Privacy
Our Privacy Policy
We process personal information according to our Privacy Policy.
By using the Platform, you confirm that you agree with our Privacy Policy, which governs the processing of your Personal Information as defined in the Privacy Act1988 (Cth).
9. Availability
We do not guarantee that the Platform is uninterrupted or error-free.
Except in respect of any Non-Excludable Guarantees, we do not guarantee that the use or access of the Platform will be uninterrupted or error-free. You release and indemnify us in respect of any loss and damage that we may incur and/or claims and/or complaints you or your customers may have against us in respect of any interruption, error, or unavailability of the Platform.
10. Limitation of Liability
Our liabilities are limited.
We make no representations or warranties of any kind relating to the Platform, whether express or implied, and including whether the Platform will be suitable or fit for particular or intended purposes. The Platform is provided on an “as is” and “as available” basis.
A “Non-Excludable Guarantee” is a liability that is prohibited from being excluded under the Australian Consumer Law (Competition and Consumer Act2010 (Cth) as amended).
Except in respect of any Non-Excludable Guarantees, all conditions, warranties, and guarantees implied in the User Terms are excluded, to the extent possible by law.
To the extent that our liability is not otherwise excluded by the User Terms, subject to any Non-Excludable Guarantees, our liability to you is limited to the aggregate sum of the Fees and Charges you paid to us.
11. Hyperlinks and Third-Party Sites
We are not liable for third-party sites and platforms.
The Platform may contain hyperlinks to third-party websites and platforms. We do not represent, recommend, or endorse those third-party websites and platforms, or their content and services.
To the extent possible by law, we are not liable for any indirect, special, or consequential loss or damage arising from your use of the third-party websites and platforms, including liability for loss of profits, loss of business opportunity, loss of savings, or loss of data.
12. Third-Party Claims
We are not liable for the consequences of your use of the Platform.
“Third Party Claims” are claims and/or complaints made by any third party, caused directly or indirectly by your (a) use of or inability to use the Platform, (b) goods and/or services, and/or (c) advertising, sales, and/or marketing practices.
You agree and acknowledge that you are solely responsible for, and you indemnify us, for any loss and damage we may incur in connection with Third Party Claims.
To the extent possible by law, we are not liable for any indirect, special, or consequential loss or damage arising from Third Party Claims, including liability for loss of profits, loss of business opportunity, loss of savings, or loss of data.
Except in respect of any Non-Excludable Guarantees, to the maximum extent permitted by law (and if permitted by law), we will not have any liability to you for any loss or damage howsoever incurred in relation or with respect to Third Party Claims.
13. Information on the Platform
We do not give professional advice.
The information on the Platform is not professional advice. You will seek all appropriate financial, legal, and other advice as applicable before relying on any information on the Platform.
Except in respect of any Non-Excludable Guarantees, we do not represent that the information on the Platform is accurate, correct, up-to-date, or error-free.
14. Conduct of Other Users
We are not responsible for other users.
We are not responsible for the conduct of any user on the Platform.
We are not a party to any transaction for the supply of goods or services advertised by any user on the Platform. Before entering into any transaction with any user of the Platform, you should carefully consider the applicable terms and conditions applicable to the transaction, obtain all appropriate advice and take all appropriate precautions.
Any dispute that you have with another user of our Platform is between you or and the other user. You release us from any claims that you may otherwise have against us in relation to any conduct of any user of our Platform and in respect of any content uploaded by or on behalf of any user into the Platform.
We do not check, review, or moderate content entered or uploaded by any user into the Platform.
If you believe that a user has breached the Acceptable Use Policy, please contact us.
If we become aware of content that breaches our Acceptable Use Policy, we will remove the content and send an email to the person who uploaded or entered it explaining why it was removed.
15. Australian Consumer Law
Our liabilities are limited only to the extent permitted by law.
The exclusions and limitations of liability set out in the User Terms shall apply to the fullest extent permissible at law, but we do not exclude or limit liability which may not be excluded or limited by law. Without limiting the foregoing provisions, we do not exclude liability for Non-Excludable Guarantees.
Any goods and services supplied by us through the Platform (which, for the avoidance of doubt, includes the Platform, but does not include goods or services supplied by any user of the Platform to any person) may come with implied non-excludable guarantees which are regulated by the Australian Consumer Law.
The extent of the implied guarantees depends on whether you are a “Consumer” of goods or services within the meaning of that term pursuant to the Australian Consumer Law.
If you are Consumer, you will have the benefit of certain non-excludable guarantees in respect of those goods or services, and nothing in the User Terms excludes or restricts, or modifies any guarantee which pursuant to the Australian Consumer Law is so conferred.
However, if the goods or services are subject to a non-excludable guarantee implied by the Australian Consumer Law and the goods or services are not ordinarily acquired for personal, domestic, or household use or consumption, then pursuant to s 64A of the Australian Consumer Law, we limit our liability for breach of any such non-excludable guarantee implied by the Australian Consumer Law (other than a guarantee implied by sections 51, 52 or 53 of the Australian Consumer Law) or expressly given by us to you, in respect of each of the goods and services, where it is fair and reasonable to do so, at our option, to one or more of the following:
a) if the breach relates to goods:
b) the replacement of the goods or the supply of equivalent goods;
c) the repair of such goods;
d) the payment of the cost of replacing the goods or of acquiring equivalent goods; or
e) the payment of the cost of having the goods repaired; and
f) if the breach relates to services:
g) the supplying of the services again; or
h)the payment of the cost of having the services supplied again.
Any warranty against defects provided by us to you in your capacity as a Consumer under the Australian Consumer Law is in addition to your other rights and remedies under a law in relation to the goods or services to which the warranty relates.
16. Changes to the User Terms of Service
We may change and update this contract.
We may change and update the User Terms from time to time. If we do, we will post the latest change date on this page. By using the Platform after such date, you confirm that you understand and agree to the amended User Terms.
If you are an authorised User and you wish to terminate your Account due to an objection to any update or change to the User Terms, please contact the Client.
If you are not an authorised User and you do not agree with the amendments, your only recourse is to stop using the Platform.
17. Termination
We may stop your use of the Platform if you violate our agreements.
If you are an authorised User, we may terminate your use of the Platform:
a) If you breach any part of the User Terms; or
b) If you breach any part of our Acceptable Use Policy.
If you are an authorised User and you wish to terminate your Account for any reason, including due to an objection to theAcceptable Use Policy, please contact the Client.
If you are not an authorised User, we may terminate your use of the Platform at any time without notice.
18. Interpretation of this Contract
Headings do not affect the interpretation of the User Terms.
The general rule of construction for interpreting a contract, which provides that the provisions of a contract should be construed against the party preparing the contract, is waived by the parties.
Currency refers to Australian dollars.
A reference to a statute or regulation includes amendments thereto.
A reference to a clause, subclause, or paragraph is a reference to a clause, subclause, or paragraph of the User Terms.
A reference to a subclause or paragraph is a reference to the subclause or paragraph in the clause in which the reference is made.
A reference to time is to time in QLD (Queensland, Australia).
A reference to a person includes a reference to an individual, a partnership, a company, a joint venture, government body, government department, and any other legal entity.
The words "includes," "including," and similar expressions are not words of limitation.
19. General
Entire Agreement
Anything outside or not referred to in this contract is not part of our agreement.
The User Terms and our terms and policies that are expressly referenced here constitute the entire agreement between you and us and, to the extent possible by law, supersede all prior understandings, representations, arrangements, and agreements between you and us regarding its subject matter.
Assignment
Without our consent, you may not transfer your right to use the Platform.
You may not assign, transfer, license, or novate your rights or obligations under the User Terms without our prior written consent.
We may assign, transfer, license, or novate our rights or obligations under the User Terms at any time, subject to our Privacy Policy.
Severability
If any part of this contract is not legally binding, the other parts remain valid.
If any part of the User Terms is held invalid by a court of competent jurisdiction, the remainder shall remain enforceable.
Relationship
We are independent contracting entities.
The User Terms and our applicable terms and policies do not create any relationship of partnership, joint venture, fiduciary, or employer and employee or otherwise between you and us.
Jurisdiction and Venue
The laws of Queensland, Australia apply.
The User Terms will be interpreted in accordance with the laws of Queensland, Australia.
You and we irrevocably submit to the non-exclusive jurisdiction of the courts in Queensland, Australia.
20. Contact us
Please contact us if you have questions about the User Terms of Service.
Communic8 Group Pty Ltd (ABN 26 139 494 054) expressly reserves all other rights not expressly granted to us in the User Terms.
