Additional Terms

By clicking “Continue,” signing up, accessing, or using the Services, you agree to be bound by these Additional Terms and the Terms and Conditions of Accoil (collectively, the “Terms”). If you do not agree to these Terms, you must not use the Services.

Incorporation of Terms

These Additional Terms are incorporated into and form an integral part of the Terms and Conditions of Accoil, as published and regularly updated at http://www.accoil.com/terms. In the event of any conflict or inconsistency between these Additional Terms and the Terms and Conditions of Accoil, these Additional Terms shall take precedence to the extent of such conflict or inconsistency.

1. Definitions

Authorised Users means individuals who are authorised by you to use the Services and who have been supplied user identifications and passwords by you (or by us at your request).

Content means any information, data, text, graphics, photos, videos, or other materials uploaded, downloaded, or appearing on the Services.

Corporate User means a business, company, or other legal entity that enters into this agreement with us, represented by an individual who agrees to these Terms on its behalf.

Licence Fees means the amounts payable by you for the use of the Services as set out in the applicable order form, pricing page, or similar document.

Minimum Term means the minimum duration of your subscription to the Services, as agreed upon in the applicable order form or subscription agreement.

Sensitive Personal Information is defined in our Privacy Policy. Examples of Sensitive Personal Information include, but are not limited to: Racial or ethnic origin; Political opinions; Religious or philosophical beliefs; Trade union membership; Genetic or biometric data for identifying individuals; Health-related data; Data concerning a natural person’s sex life or sexual orientation; Data from a known child; or Citizenship or immigration status.

Services consist of all the services we provide now or in the future, including our analytics platform, whether accessed via our website, via any Accoil app or by any other means.

User Data means any Content submitted by you in the course of using the Services.

2. Use of the Services

2.1 Eligibility: You must have the legal capacity to enter into these Terms and be permitted to use the Services under any applicable law. If you are entering into these Terms on behalf of a Corporate User, you represent and warrant that you have the authority to bind that entity to these Terms, and in such a case, the terms “you” and “your” shall refer to that Corporate User.

2.2 Licence: Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable licence to access and use the Services solely for your internal business purposes.

2.3 Authorised Users: You may permit your Authorised Users to access and use the Services, provided that:

(a) you ensure that Authorised Users comply with these Terms;

(b) you are responsible for the actions and omissions of Authorised Users;

(c) you ensure that the number of Authorised Users does not exceed the number specified in your subscription plan.

2.4 Restrictions: You agree not to:

(a) copy, modify, create derivative works of, reverse engineer, disassemble, or otherwise attempt to discover the source code of the Services;

(b) use the Services for any unlawful purpose or in violation of any applicable law;

(c) use the Services to store or transmit any content that is unlawful, defamatory, obscene, infringing, or otherwise objectionable;

(d) access the Services for the purpose of building a competitive product or service, or for any other competitive purposes;

(e) interfere with or disrupt the integrity or performance of the Services or the data contained therein.

3. Account Registration and Security

3.1 Account Registration: To use certain features of the Services, you may be required to create an account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.

3.2 Account Security: You are responsible for safeguarding your password and any other credentials used to access your account. You agree not to disclose your password to any third party and to notify us immediately of any unauthorised use of your account.

3.3 Responsibility for Accounts: You are responsible for maintaining the confidentiality of your account and are fully responsible for all activities that occur under your account. We cannot and will not be liable for any loss or damage arising from your failure to comply with these security obligations.

4. Intellectual Property Rights

4.1 Ownership: We own and will retain all rights, title, and interest, including all related intellectual property rights, in and to the Services, and any updates, enhancements, and modifications thereto. All trademarks, service marks, and trade names are proprietary to us or our licensors.

4.2 User Content: You retain ownership of all Content you submit to the Services. By submitting Content, you grant us a worldwide, royalty-free, transferable, sublicensable, non-exclusive licence to use, reproduce, modify, distribute, display, and perform such Content in connection with the Services.

4.3 Feedback: If you provide any feedback, suggestions, or recommendations regarding the Services, you grant us a perpetual, irrevocable, worldwide, royalty-free, and transferable licence to use, reproduce, modify, distribute, display, and perform such feedback.

5. Data Protection and Privacy

5.1 Data Processing: By using the Services, you consent to the collection, use, and disclosure of User Data as described in our Privacy Policy. We will comply with applicable data protection and privacy laws in Queensland, Australia.

5.2 Security: We will implement reasonable technical and organisational measures designed to secure your User Data from accidental loss and from unauthorised access, use, alteration, or disclosure. However, we cannot guarantee that unauthorised third parties will never be able to defeat those measures or use your User Data for improper purposes.

5.3. User Data: When you use our Services, we may create statistical data (including through aggregation) from your User Data and the way you use the Services. This data may be used for our own purposes including, but not limited to, service improvement and development, product development and identification of business trends.

5.4 Sensitive Personal Information: The processing of Sensitive Personal Information is strictly prohibited under these Terms, except where the submission of Name or Email Address is unavoidable for the functionality of the Services.

By using the Services, you agree that:

• Responsibility for Compliance: You are solely responsible for ensuring that any data submitted to the Services complies with these Terms and does not include prohibited Sensitive Personal Information.

• Pseudonymization Requirement: Wherever possible, you must pseudonymize personal data to protect individual privacy.

• Consequences of Violation: Any submission of Sensitive Personal Information in violation of these Terms will be deemed a material breach and may result in suspension or termination of your access to the Services.

6. Confidentiality

6.1 Confidential Information: Both parties agree to keep confidential any information that is marked as confidential or should reasonably be understood to be confidential, including business, technical, and financial information.

6.2 Use and Disclosure: Neither party shall use the other party’s Confidential Information for any purpose other than to perform its obligations under these Terms. Each party agrees not to disclose the other party’s Confidential Information to any third party except as required by law or with the other party’s prior written consent.

7. Licence Fees and Payment

7.1 Licence Fees: You agree to pay all Licence Fees specified in the applicable order form, pricing page, or as otherwise agreed between you and us. Licence Fees are based on the subscription plan you select and any additional services or features you purchase.

7.2 Payment Terms

(a) Billing Cycle: Licence Fees are charged in advance, either on a monthly or annual basis, depending on the subscription plan selected. You will be billed at the start of each billing cycle for the upcoming period.

(b) Payment Method: You must provide a valid credit card or other accepted payment method. By providing payment information, you authorise us to charge all Licence Fees incurred through your account to the payment method provided.

(c) Late Payments: If your payment is overdue, we reserve the right to suspend your access to the Services until such overdue payment is made in full. You are responsible for all reasonable costs we incur in collecting overdue amounts, including legal fees.

7.3 Taxes: All Licence Fees are exclusive of any applicable taxes, duties, or other governmental charges. You are responsible for paying any such taxes, duties, or charges imposed on your use of the Services.

7.4 Changes to Licence Fees: We reserve the right to change the Licence Fees or applicable charges and to institute new charges and Licence Fees at the end of the initial subscription term or then-current renewal term, upon 30 days' prior notice.

8. Free Trials

8.1 Free Trial Eligibility: We may offer Free Trials for the Services. Free Trials are subject to these Terms, and we reserve the right to limit the availability of Free Trials.

8.2 Termination of Free Trial: At the end of the Free Trial period, your access to the Services will automatically terminate unless you upgrade to a paid subscription. We reserve the right to modify or discontinue Free Trials at any time without notice.

9. Early Access

9.1 Participation in Early Access Testing: From time to time, we may invite you to participate in Early Access testing of new features, functionalities, or versions of the Services. If you agree to participate, you may be eligible to use the Services at a discounted rate or for free during the early access period.

9.2 Early Access Features: You acknowledge and agree that:

(a) Early Access features are provided “as is” and may contain bugs, errors, and defects. We do not guarantee the reliability, availability, or functionality of beta features;

(b) Early Access features may be modified, discontinued, or withdrawn at any time without notice;

(c) Your feedback on Early Access features may be used to improve the Services, and you grant us a royalty-free, worldwide, transferable, sublicensable, irrevocable, and perpetual licence to use, incorporate, and otherwise exploit such feedback.

9.3 Transition to Paid Services: Upon the completion of the Early Access testing period, you may be required to pay Licence Fees in order to continue using the Services. You will be notified of the applicable Licence Fees and payment terms prior to transitioning to a paid subscription.

10. Maintenance, Downtime, and Data Loss

10.1 Maintenance: We may perform scheduled maintenance on the Services, which may result in temporary service interruptions. We will endeavour to provide advance notice of any scheduled maintenance.

10.2 Downtime: While we strive to ensure the availability of the Services, we do not guarantee that the Services will be uninterrupted or error-free. We are not liable for any downtime or system outages.

10.3 Data Loss: You are responsible for maintaining backup copies of your User Data. We are not responsible for any loss or corruption of User Data or any other damages resulting from delays, non-deliveries, misdeliveries, or service interruptions.

11. Apps and Third-Party Products

11.1 Third-Party Products: The Services may include or interoperate with third-party products, services, or applications. Your use of any third-party products is subject to the terms and conditions and privacy policies of the third-party providers.

11.2 No Liability for Third-Party Products: We do not warrant or provide support for third-party products or services, and we shall have no liability arising out of or related to your use of any third-party products.

12. Term and Termination

12.1 Term: These Terms will remain in effect until terminated by either party in accordance with these provisions.

12.2 Minimum Term Commitment: If you agree to a plan with a Minimum Term, you acknowledge and agree that termination of the Services, whether by you or by us, will not relieve you of your obligation to pay Licence Fees for the remainder of the Minimum Term. You will be responsible for all Licence Fees due for the entire Minimum Term, regardless of whether you continue to use the Services.

12.3 Termination for Convenience: You may terminate your use of the Services for any reason by providing us with notice of your intent to terminate and ceasing all use of the Services prior to the start of the next billing cycle. We may terminate your use of the Services for any reason by providing you with 30 days’ notice.

12.4 Termination for Cause: Either party may terminate the agreement constituted by these Terms immediately upon notice to the other party if the other party materially breaches these Terms and fails to cure such breach within 30 days after receiving notice of the breach.

12.5 Effect of Termination: Upon termination, your right to use the Services will immediately cease. All provisions of these Terms which by their nature should survive termination shall survive termination, including but not limited to intellectual property provisions, warranty disclaimers, indemnities, and limitations of liability.

13. Limitation of Liability

13.1 No Warranties: The Services is provided “as is” and “as available” without any warranties of any kind, either express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

13.2 Limitation of Liability: To the maximum extent permitted by law, in no event shall Accoil, its affiliates, directors, employees, contractors, consultants, or licensors be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from:

(a) your use of or inability to use the Services;

(b) any unauthorised access to or use of our servers and/or any personal information stored therein;

(c) any interruption or cessation of transmission to or from the Services;

(d) any bugs, viruses, trojan horses, harmful code or the like that may be transmitted to or through the Services by any third party;

(e) any errors or omissions in any content or for any loss or damage incurred as a result of your use of any content posted, emailed, transmitted, or otherwise made available through the Services.

13.3 Cap on Liability: Our total liability to you for any claim arising out of or relating to these Terms or your use of the Services, regardless of the form of the action, shall be limited to the amount you paid us for the use of the Services during the 12 months prior to the event that gave rise to the claim.

14. Indemnification

You agree to indemnify, defend, and hold harmless Accoil, its affiliates, officers, directors, employees, contractors, consultants, and agents from and against any claims, losses, damages, liabilities, including legal fees and expenses, arising out of your use or misuse of the Services, your breach of these Terms, or your violation of any applicable laws, rules, or regulations. If you are a Corporate User, you are also responsible for the acts and omissions of your Authorised Users as if they were your own.

15. Modifications to the Services and Terms

15.1 Services Modifications: We reserve the right to modify, suspend, or discontinue the Services, or any part of it, at any time without notice. We will not be liable to you or any third party for any modification, suspension, or discontinuation of the Services.

15.2 Terms Modifications: We may modify these Terms from time to time. If we do, we will endeavour to provide notice of such changes, such as by sending an email, providing a notice through the Services, or updating the “Last Updated” date above. Your continued use of the Services following any changes to these Terms will constitute your acceptance of such changes.

16. Governing Law and Dispute Resolution

16.1 Governing Law: These Terms shall be governed by and construed in accordance with the laws of The State of Queensland, Australia.

16.2 Dispute Resolution: Any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity, or termination, will be brought in any court of competent jurisdiction in The State of Queensland, Australia and each party submits to that jurisdiction.

17. General

17.1 Entire Agreement: These Terms, together with any amendments and any additional agreements you may enter into with us in connection with the Services, constitute the entire agreement between you and us concerning the Services.

17.2 Severability: If any provision of these Terms is held to be invalid or unenforceable in any jurisdiction, it will be ineffective in that jurisdiction to the extent that it is unenforceable or invalid. No provision of these Terms will otherwise be affected in any jurisdiction.

17.3 Waiver: Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.

17.4 Assignment: You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be void and of no effect. We may freely assign or transfer our rights and/or obligations under these Terms without restriction.

17.5 Corporate Users: If you are entering into these Terms on behalf of a Corporate User, you represent and warrant that you have the authority to bind that entity to these Terms, and in such a case, the terms “you” and “your” shall refer to that Corporate User. You also agree to be jointly and severally liable for any breach of these Terms by your Authorised Users.

18. Contact Information

If you have any questions about these Terms, please contact us.