Terms and Conditions

Managed Platforms Pty Ltd (ABN 83 622 371 733) (“we”, “us”, “our”) is the provider of www.managedapp.com.au

1 General

1.1 These terms and conditions apply to the use of the ManagedApp web site and associated applications (the Site), including the use of the services offered on the Site (the Services). By requesting to use the Services and by using the Site, you agree to be bound by these terms and conditions and by our Privacy Policy published on the Site.

1.2 You acknowledge that you have read and understood these terms and conditions and you also acknowledge that you have the authority to act on behalf of any person for whom you are using the Services. If you do not accept these terms and conditions, you must refrain from using the Site.

1.3 These terms and conditions must be read in conjunction with any other applicable terms and conditions governing the use of the Site.

1.4 We reserve the right to amend these terms and conditions from time to time. Amendments will be effective immediately upon notification on the Site. Your continued use of the Services and the Site following notification will represent an agreement by you to be bound by these terms and conditions as amended.

2 Terminology

2.1 In these terms and conditions, the expressions “we”, “us” and “our” are a reference to Managed Platforms Pty Limited ABN 83 622 371 733.

2.2 In these terms and conditions the following expressions have the meaning indicated:

  • “Fee” means the monthly fee (excluding any taxes and duties) payable by you in accordance with the fee schedule set out on the Site (which we may change from time to time on notice to you).
  • “Data” means any data inputted by you or with your authority into the Site, and includes personal information.
  • “Invited User” means any person or entity, other than the Subscriber, that uses the Services with the authorisation of the Subscriber from time to time.
  • “Intellectual Property Rights” means all intellectual property rights including current and future registered and unregistered rights in respect of copyright, designs, trademarks, know-how, confidential information, patents, inventions and discoveries and all other rights (including moral rights) resulting from intellectual activity in the industrial, scientific, literary or artistic fields.
  • “Services” means the online management and other services made available via the Site from time to time.
  • “Subscriber” means the person who registers to use the Services, including any entity on whose behalf that person registers to use the Services.
  • “You” means the Subscriber, and where the context permits, an Invited User.

3 Registration

3.1 In order to be able to access the Services, you must complete your registration details in the manner described on the Site. You must ensure that your registration details are true and accurate at all times.

3.2 You must notify us of any change to the registration details as originally supplied. Upon registration, we will send to you an email which contains a link which will take you to a page where you will be able to enter your password and activate your account. You agree to pay for the Services in the manner specified in these terms and conditions.

3.3 You warrant to us that where personal information forms part of the data you use in connection with the Services that you have obtained the consent of the owner of that personal information to the use and disclosure by us of that personal information, in any manner that we see fit.

4 Access to Services

4.1 Once your registration is accepted by us, and subject to compliance with these terms and conditions, we grant you a limited, revocable, non-exclusive, non-transferrable right to access and use the Services via the Site, according to your subscription type.

4.2 You acknowledge and agree that:

(a) You determine who is an Invited User and the level of access to the Services of that Invited User;

(b) You are responsible for use of the Services by the Invited User; and

(c) You are responsible to resolve any dispute between you and an Invited User  regarding access to the Services.

4.3 You warrant that you have the power, legal capacity and authority to enter into these terms and conditions and to perform the obligations created by them.

5 Services

5.1 You agree to use the Services for lawful purposes only.

5.2 You must not do or attempt to do anything that is prohibited by any laws applicable to the Site; which we would consider inappropriate; or which might bring us or the Site into disrepute, including (without limitation):

(a) anything that would constitute a breach of an individual’s privacy (including uploading private or personal information without an individual's consent) or any other legal rights;

(b) using the Site to defame, harass, threaten, menace or offend any person;

(c) interfering with any user using the Site;

(d) tampering with or modifying the Site, knowingly transmitting viruses or other disabling features, or damaging or interfering with the Site, including (without limitation) using Trojan horses, viruses or piracy or programming routines that may damage or interfere with the Site;

(e) using the Site to send unsolicited email messages; or

(f) facilitating or assisting a third party to do any of the above acts.

5.3 We do not warrant that the Site will be accessible by you at all times, nor that your access will be uninterrupted, timely, secure or error-free. We will use our best endeavours to have the Site functioning continuously.

5.4 We may suspend your access to the Site either with or without notice should we need to maintain or repair the Site or if there is a system failure.

5.5 Unless we agree otherwise in writing, you may only use the Site for your lawful internal business use. Without limiting the foregoing, you may not without our written permission on-sell information obtained from the Site in any way.

6 Hosting of Data

6.1 You acknowledge that we engage a Hosting Service Provider (HSP) (or more than one HSP from time to time) to provide data storage services, which are necessary to host the Services and to store Data, and that the HSP may transmit, maintain and store all or parts of the Data on multiple servers across various jurisdictions.

6.2 The HSP server(s) will be located in an environment which has levels of security (including access restrictions) consistent with standards commonly adopted in the application hosting industry to ensure no unauthorised access or use of any part of the Data by any person.

6.3 If you provide the Site with Data or if you use the Services, you:

(a) consent to us disclosing and transferring Data to our HSP for the purpose of allowing our HSP to host all data necessary to support the Services and Site and for us to provide the Services to you;

(b) consent to us and our HSP transmitting, maintaining and storing Data between and on servers located outside of Australia; and

(c) agree that any requirement under the Privacy Act 1988 (Cth) for us to ensure that our HSP and any other third party provider we may use from time to time comply with applicable Australian privacy laws in respect of Data does not apply.

7 Payment

7.1 You must pay the required Fee at the time of registration.

7.2 You must pay all ongoing required Fees monthly in advance (or as otherwise directed). The obligation to pay these Fees survives termination.

7.3 The amount of applicable Fees is set out in the Fee Schedule published by us from time to time, and is subject to change.

7.4 Where a Fee applies to any taxable supply under these terms and conditions the Fee is exclusive of GST unless the contrary is specified. The amount of the Fee must be increased by an additional amount equal to the GST on that taxable supply. The party who must pay the additional amount must pay it at the same time as the Fee.

8 Disclaimer

8.1 We do not accept responsibility for any loss or damage, however caused (including through negligence), which you may directly or indirectly suffer in connection with your use of the Site or any linked web site or the Services, nor do we accept any responsibility for any such loss arising out of your use of or reliance on information contained in or accessed through the Site.

8.2 To the extent permitted by law, any condition or warranty which would otherwise be implied into these terms and conditions is hereby excluded. Where legislation implies any condition or warranty, and that legislation prohibits us from excluding or modifying the application of, or our liability under, any such condition or warranty, that condition or warranty will be deemed included but our liability will be limited for a breach of that condition or warranty to one or more of the following:

(a) if the breach relates to goods,

(i) the replacement of the goods or the supply of equivalent goods;

(ii) the repair of such goods,

(iii) the payment of the cost of replacing the goods or of acquiring equivalent goods or

(iv) the payment of the cost of having the goods repaired; and

(b) if the breach related to services,

(i) the supplying of the services again, or

(ii) the payment of the cost of having the services supplied again.

8.3 While every care has been taken to ensure all information contained in the Site is correct at the time of publishing, neither we, nor our officers, employees, agents, and representatives are liable to any person for any loss or damage arising out of or in connection with any inaccuracy, error or omission contained in the Site (including in relation to any statement, opinion, representation, data, graphic, hyperlink or advertisement).

8.4 The Site may contain links to other web sites (“linked web sites”). Those links are provided for convenience only and may not remain current or be maintained. We are not responsible for the content or privacy practices of linked web sites. Our links with linked web sites should not be construed as an endorsement, approval or recommendation by us of the owners or operators of those linked web sites, or of any information, graphics, materials, products or services referred to or contained on those linked web sites, unless and to the extent stipulated to the contrary.

8.5 We reserve the right to update the Site at any time. We are not liable for any loss resulting from any action taken or reliance made by you on any information we provide. We do not make any warranty that any information contained on the Site will meet your requirements or be suitable for your purposes.

9 Intellectual Property

9.1 Copyright in all material contained in the Site (including text, graphics, logos, icons, sound recordings and software) is owned or licensed by us.

9.2 Other than for the purposes of, and subject to the conditions prescribed under the Copyright Act 1968 (Cth) and similar legislation which applies in your location, and except as expressly authorised by these terms and conditions, you may not in any form or by any means:

(a) adapt, reproduce, store, distribute, print, display, perform, publish or create derivative works from any part of the Site; or

(b) commercialise any information products or services obtained from any part of the Site, without our written permission or, in the case of third party material, from the owner of the copyright in that material.

9.3 Except where otherwise specified, any word or device to which is attached the ™ or ® symbol is a trade mark. If you use any of our trade marks in reference to our activities, products or services, you must include a statement attributing that trade mark to us. You must not use any of our trademarks:

(a) in or as the whole or part of your own trademarks;

(b) in connection with activities, products or services which are not ours;

(c) in a manner which may be confusing, misleading or deceptive; or

(d) in a manner that disparages us or our information, products or services

9.4 Except for the limited licence to access and use the Site and Services pursuant to these terms and conditions, all ideas, concepts, know-how, data processing techniques, data compilations, software, documentation, trademarks, trade secrets, copyright and inventions and other Intellectual Property Rights comprised in or connected with the Site and the Services (including their underlying technology, software, programs, as well as all their respective modifications, developments, updates and enhancements) (together, the IP)are owned by us or our licensors. You agree that no transfer of our or our licensors’ IP rights occurs at any time by access or use of the Site or Services.

9.5 You must not dispute or challenge our entitlement (or our licensors) to own, use or licence the IP or join any third parties to challenge or contest the validity of the IP.

9.6 You agree to notify us promptly of any unauthorised, suspected or threatened third party access to or use of the Data, the Site, or Services or of any infringement, or suspected or threatened infringement, of the IP and reasonably co-operate with us in relation to such unauthorised access or use or infringement.

10 Privacy Policy

10.1 Our Privacy Policy published on the Site forms part of these terms and conditions.

10.2 You warrant that you have read and accept the terms of our Privacy Policy.

11 Security of information

11.1 We do not warrant and cannot ensure the security of any information which you transmit to us. Any information which you transmit to us is transmitted at your own risk. Once we receive your transmission, we will take reasonable steps to preserve the security of such information.

11.2 You undertake to keep all usernames and passwords required to access the Services secure and confidential. You must immediately notify us of any unauthorised use of your passwords or any other breach of security and we will reset your password.

11.3 When requested, you must take all other actions that we deem reasonably necessary to maintain or increase the security of our computing systems and networks and your access to the Services. When accessing and using the Services, you must:

(a) not attempt to undermine the security or integrity of our computing systems or networks or, computing systems and networks of any third party host;

(b) not use, or misuse, the Site or the Services in any way which may impair the functionality of the Site or the Services, or other systems used to deliver them, or impair the ability of any other user to use the Site or the Services;

(c) not attempt to gain unauthorised access to any materials other than those to which you have been given express permission to access or to the computer system on which the Site or the Services are hosted; and

(d) not transmit, or input into the Site, any files that may damage any other person's computing devices or software, content that may be offensive, or material or data in violation of any law.

11.4 Use of the Site and the Services may be subject to limitations including, but not limited, to monthly transaction volumes you are permitted to make against our application programming interface. Any such limitations will be advised.

12 Customer Data

12.1 You warrant that:

(a) you have the right to collect, store, disclose, use, upload, reproduce, permit us to reproduce and/or transfer the Data using the Services;

(b) Data uploaded by you to the Site or Services will not violate or infringe the rights (including Intellectual Property Rights) of any other person;

(c) the Data will not contain a virus or other harmful component; and

(d) the Data will comply with any guidelines we specify from time to time.

12.2 You are solely responsible for ensuring the integrity, completeness and accuracy of all Data input into the Services including through access to and/or use of the Site or any approved third party application. You must ensure that processing conducted according to your instructions will not place us in breach of any laws (including applicable data protection or privacy laws).

12.3 You must not upload via the Services or Site any material which infringes any third party’s copyright, trademark, trade secret, confidentiality, privacy or other proprietary or Intellectual Property Rights or which violate any applicable law, statute, ordinance or regulation. You agree to comply with our procedures and policies in respect of uploading Data as specified by us from time to time.

12.4 For the purpose only of us providing the Services to you, you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable right to do and authorise the doing of all acts comprised in the copyright in all Data.

12.5 You must adopt reasonable measures to limit exposure to the potential loss, corruption, disclosure and damage of the Data, including making appropriate arrangements for secure back up or storage of the source material in connection with the Data. We expressly exclude liability for any loss of Data no matter how caused.

12.6 You acknowledge:

(a) that we may not be able to provide all or part of the Services if the Data provided by you is not complete, correct or accurate or of a quality or condition suitable for processing based on our applicable standards, specifications and procedures;

(b) that we are not responsible for any errors, omissions, losses or damages of any kind resulting directly or indirectly from any inaccuracies in Data provided by you or any failure by you to ensure the integrity, completeness or accuracy of Data before providing us;

(c) that we may use the Data and information derived from the Data to produce a compilation of aggregated data and information, which may include similar data and information from other customers. We own all right, title and interest in and to the aggregated data and information, and may use and commercialise the aggregated data and information in our absolute discretion.

13 Termination of access

13.1 You are entitled to cancel your subscription at any time subject to these terms and conditions.

13.2 If you breach any of these terms and conditions (including for failure to pay any Fee), we may immediately issue a warning, temporarily suspend or permanently prevent your access to all or parts of the Site or the Services. In any event, access to the Site and/or the Services may be terminated at any time by us and for any reason without prior notice to you.

13.3 On termination for any reason whatsoever, you must immediately cease use of the Services and the Site. You remain liable for any unpaid fees. We will not provide any refund or other compensation for any remaining prepaid period. Our disclaimer will nevertheless survive any such termination.

14 Indemnity

14.1 To the maximum extent permitted by law, you must indemnify us, and hold us harmless, against any liability suffered or incurred by us arising from or in connection with your use of the Site or the Services or for any breach of these terms or any applicable laws by you.

14.2 This indemnity is a continuing obligation, independent from the other obligations under these terms, and continues after these terms end.

14.3 It is not necessary for us to suffer or incur any liability before enforcing a right of indemnity under these terms.

15 General

15.1 These terms and conditions are governed by the laws in force in New South Wales. You agree to submit to the exclusive jurisdiction of the courts of that jurisdiction.

15.2 We accept no liability for any failure to comply with these terms and conditions where such failure is due to circumstances beyond our reasonable control. If we waive any rights available to us under these terms and conditions on one occasion, this does not mean that those rights will automatically be waived on any other occasion. If any of these terms and conditions is held to be invalid, unenforceable or illegal for any reason, the remaining terms and conditions shall nevertheless continue in full force.

15.3 You cannot assign your rights and obligations under these terms and conditions.

15.4 You warrant that you have relied entirely your own enquiries in subscribing to the Site and not on any oral or written communication by us.

16 Notices

16.1 Any notice required to be given to us under these terms and conditions must be sent to: [email protected]