A. As between us and you, you retain ownership of your Data.
B. We may use Data and information about you and your users’ use of the Software to generate anonymised and/or aggregated statistical and analytical data and use that data for our internal research and product development purposes and to conduct statistical analysis and identify trends and insights.
C. Our restrictions and obligations relating to the handling of Personal Information provided by you and your users are set out in clause 7.3.
D. Additional terms at clause 13 apply if you are accessing the Software as part of a Beta or a trial.
E. Access to the Software is provided on a month-to-month subscription basis.
F. We charge you for Fees for users of the Software monthly in advance.
G. You can cancel your access to the Software at any time by giving us notice. That cancellation will take effect at the end of the then-current monthly period.
H. Please ensure that you understand all the limitations of the Software and our liability before you start using the Software.
1.1 We are Freebird Group Pty Ltd ACN 638 243 893 trading as People Loop ABN 24 638 243 893 (we, us and our).
1.2 To contact us, please use one of the options on our website and get in touch.
2.1 We use bold text in these Terms to identify where a word has been given a specific meaning. For example, you and your refer to the party that is identified as our customer in an Order.
3.1 We will provide you to with access to the Software as set out during your registration on our website including subsequent changes you make to that online registration (the Order), in accordance with these Terms.
3.2 These terms and conditions (Terms) apply to the Order and our supply of access to the Software. The Order and the Terms comprise the Contract between us.
3.3 At the date of placing an Order, our Fees for your access to the Software will be set out on our website unless otherwise agreed in writing between you and us. We will give you at least 31 days’ notice in writing of any increase to the Fees.
3.4 The person agreeing to the Order confirms that they are authorised to agree to that Order on behalf of the organisation that they represent.
4.1 Access to the Software is provided on a month-to-month subscription basis.
4.2 You can cancel your access to the Software at any time by giving us notice. That cancellation will take effect at the end of the then-current monthly period.
4.3 You can reduce your number of users at any time by giving us notice. That reduction will take effect from the start of the next monthly subscription period.
4.4 No refunds are provided in relation to a monthly period once that monthly subscription period has commenced.
5.1 It is your responsibility to ensure that:
(a) you provide us with such information and materials we may reasonably require in order to supply the Software;
(b) you obtain and maintain all necessary licences, permissions and consents which may be required for supply of the Software; and
(c) you comply with all applicable laws in connection with your access to, and use of, the Software.
5.2 You must ensure that no person uses the Software:
(a) in breach of this Contract;
(b) for any purpose other than your internal business;
(c) in a manner that breaks any law or infringes any person’s rights;
(d) in any way that damages, interferes with or interrupts the supply of the Software;
(e) to transmit, publish, communicate, view or create any material that is or may be unwanted or unlawful; or
(f) in a way that infringes any third party’s intellectual property rights.
5.3 Additionally, you must not:
(a) permit any third party to access the Software;
(b) lease, sublicence, resell or otherwise distribute the Software or content from the Software;
(c) create derivate works based on the Software or our website;
(d) copy, frame or mirror any part or content of the Software or our website;
(e) reverse engineer the Software or our website; or
(f) access the Software or our website in order to:
(i) build a competitive product or service, or
(ii) copy any features, functions or graphics of the Software or our website,
and you must ensure that no person does any of the acts described in clause 5.3(a)to 5.3(f).
5.4 You are responsible for the acts and omissions of any user of the Software as if they were your own acts or omissions.
5.5 Subject to clause 11.4, you acknowledge and agree that we are not responsible for your use of the Software, or any actions you take or conclusions you reach based on your use of the Software.
6.1 You must pay our Fees.
6.2 Unless otherwise agreed in writing, the Fees will be charged to your valid debit/credit card monthly in advance of each monthly subscription period.
6.3 Our Fees are exclusive of goods and services tax (GST). Where GST is payable in respect of some or all of the Software, you must pay us such additional amounts in respect of GST, at the applicable rate, at the same time as you pay the Fees.
6.4 If we are unable to collect the Fees from your card for any reason, including where your card has expired or there are insufficient funds, you remain responsible for any uncollected amounts. We will notify you of any failed payment and you will then have a further 7 days to make payment. If the payment is not received within those 7 days, we may suspend your access to the Software until you have paid the outstanding Fees.
7.1 In these Terms:
(a) Data means all data, content and information (including Personal Information) owned, held, provide, used or created by you or on your behalf that is stored using, or input into, the Software or any information obtained from external data sources that you have allowed the Software to access, and includes any Personal Information forming part of that data, content or information; and
(b) Personal Information means each of ‘personal information’ and ‘sensitive information’, as those terms are used in the Privacy Act 1988(Cth)).
7.2 We (including our personnel) may use any Data you provide to us to:
(a) provide access to the Software; and
(b) process your payment for the Software.
7.3 In relation to any Personal Information provided by you or your users to us in connection with this Contract, we will:
(a) only use that Personal Information for the purposes described in clause 7.2;
(b) not disclose that Personal Information to any third party (including any subcontractor) without your prior written consent;
(c) comply with any reasonable directions given by you relating to that Personal Information;
(d) take measures that are reasonable in the circumstances to protect that Personal Information from:
(i) misuse, interference and loss; and
(ii) unauthorised access, modification or disclosure;
(e) ensure that Personal Information is only made available to our personnel on a need-to-know basis as necessary for our performance of our obligations under this Contract;
(f) immediately notify you in writing if we become aware of any actual or possible:
(i) breach of any of the obligations in this clause 7.3; or
(ii) misuse or loss of that Personal Information, whether by us or any third party; and
(g) ensure that any of our personnel who are required to access or handle Personal Information are made aware of the obligations set out in this clause 7.3
7.4 You acknowledge and agree that:
(a) we may:
(i) use Data and information about you and your users’ use of the Software (including any outputs or insights we produce for you as part of your access to and/or use of the Software) to generate anonymised and/or aggregated statistical and analytical data (Analytical Data); and
(ii) use Analytical Data for our internal research and product development purposes and to conduct statistical analysis and identify trends and insights.
(b) our rights under clause 7.4(a) above will survive termination or expiry of the Contract; and
(c) title to, and all intellectual property rights in, Analytical Data is and remains our property.
7.5 You agree to procure all permissions and make all disclosures necessary to allow us to obtain, use and disclose the Data (including Personal Information) as described in this Contract.
8.1 Each party undertakes that it will not at any time disclose to any person any confidential information concerning the other party’s business, affairs, customers, clients or suppliers, except as permitted by clause 8.2.
8.2 A party may disclose the other party's confidential information:
(a) if that party is required to disclose the information by applicable law or the rules of any recognised stock exchange or other document with statutory content requirements, provided that party has, to the extent practicable having regard to those obligations and the required timing of the disclosure, consulted with the other party as to the form and content of the disclosure;
(b) where the disclosure is expressly permitted under this Contract;
(c) if disclosure is made to its respective officers, employees, contractors and professional advisers to the extent necessary to enable that party to properly perform its obligations under this Contract, in which case that party must ensure that such persons keep the information secret and confidential and do not disclose the information to any other person;
(d) where the disclosure is required for use in legal proceedings regarding this Contract; or
(e) if the other party has consented in writing before the disclosure.
8.3 Each party (the first party) may only use the other's confidential information for the purpose of fulfilling the first party’s respective obligations and enjoying the first party’s respective rights under the Contract.
8.4 This clause 8 will survive termination of the Contract.
8.5 For the avoidance of doubt, material uploaded to the Software by a User may be made available to other members of the relevant organisation (e.g. that User’s manager, HR and others).
9.1 All intellectual property rights in, or arising out of or in connection with, the Software are owned by us (or our licensors).
9.2 We agree to grant you a fully paid-up, worldwide, non-exclusive, royalty-free licence during your paid subscription period to access the Software in accordance with this Contract. You may not sub-license, assign or otherwise transfer the rights granted in this clause 9.2.
9.3 As between you and us, the Data (including any intellectual property rights in the Data) remains your property. You grant us a worldwide, non-exclusive, fully paid up, transferable, licence for the duration of this Contact to use, store, copy, modify, make available and communicate the Data for any purpose in connection with the exercise of our rights and performance of our obligations in accordance with this Contract.
9.4 If you provide us with ideas, comments or suggestions relating to the Software (feedback):
(a) all intellectual property rights in that feedback, and anything created as a result of that feedback (including new material, enhancements, modifications or derivative works), are owned solely by us; and
(b) we may use or disclose that feedback for any purpose.
10.1 You represent and warrant to us that any material or Data that you supply and that is used by us will not and does not infringe or breach any third party rights or terms and conditions.
10.2 Subject to clause 11.4, and to the extent permitted by law:
(a) we do not guarantee that the Software, or any services provided in connection with the Software, will always be available, uninterrupted or be error-free;
(b) the Software is provided on an "as is" and "as available" basis, and (except as set out in these Terms) we make no representations or warranties, express or implied, regarding the operation or availability of the Software;
(c) we may change the content of the Software from time-to-time providing we do not remove material functionality without providing an equivalent or better replacement to that functionality;
(d) without limiting the generality of clauses 10.2(a)and 10.2(b), we do not warrant that the Software will meet your requirements, or will operate in any combination that may be selected for use by you or in combination with other software;
(e) we do not warrant that all software errors, defects or inefficiencies will be corrected and we do not assume any liability for failure to correct any such errors, defect or inefficiency; and
(f) we make no warranty, and you assume the entire risk, as to the capabilities, suitability, use or performance of the Software under this Contract.
10.3 Among other things, the operation and availability of the systems used for accessing the Software, including computer networks and the internet, can be unpredictable and may from time to time interfere with or prevent access to the Software. Subject to clause 11.4, we are not responsible or liable for any of these failures.
10.4 Subject to clause 11.4 and to the extent permitted by applicable law, we exclude all express, statutory and implied conditions, guarantees and warranties in relation to the Software other than the warranties expressly set out in this Contract.
10.5 Unless we agree otherwise in writing, we have no obligation to provide any support services to you in relation to the Software, other than to use reasonable endeavours to provide the Software.
10.6 You acknowledge that the Software may link to third party websites, software or feeds that are connected or relevant to the Software. Any link from the Software does not imply that we endorse, approve or recommend, or have responsibility for, those websites, software or feeds or their content or operators. To the maximum extent permitted by law, we exclude all responsibility or liability in connection with those websites, software or feeds and their content and operators.
11.1 Nothing in this Contract limits or excludes our liability where that liability cannot be limited or excluded by applicable law.
11.2 Subject to clause 11.1 we will not be liable to you, whether in contract, tort (including negligence) or otherwise, for any special, indirect or consequential loss arising under or in connection with this Contract, including any: loss of profits; loss of sales or business; loss of production; loss of agreements or contracts; loss of business opportunity; loss of anticipated savings; loss of or damage to goodwill; or loss of reputation; or loss of use or corruption of software, data or information.
11.3 Subject to clause 11.2, our maximum aggregate liability to you for any loss or damage or injury arising out of or in connection with this Contract, including any breach by us of this Contract however arising, in tort (including negligence), under any statute, custom, law or on any other basis in total is limited to the actual Fees paid by you under this Contract.
11.4 Nothing in this Contract is intended to have the effect of excluding, restricting or modifying the application of all or any of the provisions of Part 5-4 of the Australian Consumer Law in Schedule 2 of the Competition and Consumer Act 2010 (Cth) (ACL), or the exercise of a right conferred by such a provision, or any liability of ours in relation to a failure to comply with a guarantee that applies under Division 1 of Part 3-2 of the ACL to a supply of goods or services.
11.5 If we are liable to you in relation to a failure to comply with a guarantee that applies under Division 1 of Part 3-2 of the ACL that cannot be excluded, our total liability to you for that failure is limited to, at our option:
(a) in the case of services, the resupply of the services or the payment of the cost of resupply; and
(b) in the case of goods, the replacement of the goods or the supply of equivalent goods, or the repair of the goods, or the payment of the cost of replacing the goods or of acquiring equivalent goods, or the payment of the cost of having the goods repaired.
11.6 This clause 11 will survive termination of the Contract.
12.1 Without affecting any of our other rights, we may suspend the provision of the Software, or terminate this Contract with immediate effect by giving written notice to you if:
(a) you fail to pay any undisputed amount due under this Contract on the due date for payment and you remain in default not less than 5 days after being notified in writing to make such payment;
(b) you commit a material breach of any other term of this Contract and that breach is irremediable or (if that breach is remediable) you fail to remedy that breach within a period of 14 days after being notified in writing to do so;
(c) subject to any legislation that may prevent or restrict the exercise of a right of termination or other right under this Contract, an insolvency event occurs in relation to you; or
(d) you undergo a change of control (if you are a company).
12.2 Termination of this Contract does not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages for any breach of the Contract that existed at or before the date of termination.
12.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
12.4 For 30 days following termination, we will make your data available for export and, following that period, we are not required to retain your data on our systems and may delete that data in our discretion.
13.1 We may agree to allow you to access the Software on a Beta basis or as part of a trial. The duration of that access (Beta/Trial Period) will be set out on our website at the time of your Order.
13.2 If you wish to access and use the Software following expiry of the Beta/Trial Period, you must purchase access to a commercially released, fully paid version of the Software.
13.3 Where we provide you with Beta access to the Software:
(a) you acknowledge that the Software is still under development; and
(b) we, as part of that development, may change or remove any feature or function of the Software at any time and for any reason without liability of any kind.
13.4 Nothing in these Terms imposes any obligation:
(a) on you, at the termination or expiry of the Beta/Trial Period, to sign up to the commercially released, fully paid version of the Software or any other service from us; or
(b) on us:
(i) at the termination or expiry of the Beta/Trial Period, to provide the commercially released, fully paid version of the Software or any other service to you; or
(ii) to maintain any feature or part of the Software in any commercially released, fully paid version of the Software or any other service.
14.1 We amend these Terms from time to time. We will give you written notice of any change to these Terms, and:
(a) if the change is material and is not detrimental to you, or the change is not material, that change will have effect from the latest of:
(i) the date identified in the written notice; and
(ii) 30 days from the date of the written notice; and
(b) if the change is material and is detrimental to you, we will contact you to discuss amending these Terms.
14.2 These Terms were most recently updated on 16 February 2023.
We may engage subcontractors to provide any part of the Software.
These terms and conditions, their subject matter and their formation, are governed by New South Wales law. You and we both agree that the courts in New South Wales will have non-exclusive jurisdiction.
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