Last Update: September 2022
“We” or “Us” or “Our” means Improve.IT Pty Ltd, ABN 56 099 537 710, of PO Box 196, BLACKMANS BAY, TAS, 7052, AUSTRALIA.
“Product” means Our on-line information and knowledge management database that may also include on-line or electronic documentation, Terms and Conditions, and other on-line and printed materials.
“Subscription” means the time period We grant You to use the Product by payment of our standard fees as per Schedules A and B.
“You” or “Your” or “Yours” means you as an end-user holding a current and valid Subscription.
“Users” means user logins authorised by Us.
A guest login (“Guest”) may be requested on a trial basis at no cost to evaluate the Product for a period of 31 days from application. The following terms of this section additionally apply and supersede any conflicting provisions herein. We have no obligation to provide maintenance, upgrades, modifications, or new releases to the Product under evaluation. The Guest agrees that the evaluation Product and related documentation are being delivered “as is” for test and evaluation purposes only without warranties of any kind, including without limitation any implied warranty of non-infringement, merchantability or fitness for a particular purpose. In no event will We be liable to the Guest or any other person for damages, direct or indirect, of any nature, or expenses incurred by the Guest in connection with the Product license. The Guest’s sole and exclusive remedy shall be to terminate this the evaluation Subscription by written notice to Us.
Upon payment of the applicable fees, We grant to You a non-transferable, non-exclusive, terminable right, and limited permission to login via the Internet to the Product, according to the number of Users purchased by Subscription.
A. We Will:
- Provide You with a “Company ID” and “User Name(s)” and “Password(s)” for User(s) to allow You to access the Product.
- Provide updates to the Product as they become available.
- Email Newsletters, regular or otherwise, to registered and active individual subscribers.
- Provide a User Guide to Users via the Help Screen.
- Provide help desk support and training as per Schedule A.
- Accept requests from You for changes and modifications to the Product as per Schedule A.
- Invite You to renew Your Subscription as per Schedules A and B.
- Agree to hold all confidential or proprietary information or trade secrets in trust and confidence and agree that it shall be used only for the sole purpose of administering and supporting You while using the Product and for Product development purposes by Us and not for any other purpose or be disclosed to any third party.
- Have no obligation with respect to any information known by Us or generally known within the industry prior to the date of this agreement, or becomes common knowledge within the industry thereafter, or by no act or omission by self.
- Reserve the right to contact You by e-mail, fax, post, or telephone to communicate important information regarding the use of the Product.
B. We Will Not:
- Be responsible for technical issues arising from Your ISP provider or Your own software or hardware issues.
- Be responsible or held liable for any results, data or content of reports, intended or accidental, produced by any means from the Product. Such results are Your sole responsibility.
- Guarantee accreditation or compliance as a result of usage of the Product.
- Guarantee that the operation of the Product will be uninterrupted or that the Product will be error-free.
- Accept liability for failures in providing the Product which are outside normal usage or which occur due to matters outside Our control.
C: You May:
- Have unlimited access to the Program for the duration of the Subscription to add, edit, delete information, and print reports of Your data.
- Print one (1) User Guide per User.
- Provide relevant accreditation agencies with appropriate information and data as requested from the Product.
- Supplement Our backup procedures by downloading Your data to Your computer systems as often as You like.
- Elect to renew or terminate Your Subscription.
D: You May Not:
- Use the Product or make copies of it except as permitted in this Subscription.
- Translate, reverse engineer, decompile, or disassemble the Product except to the extent the foregoing restriction is expressly prohibited by applicable law, or disclose the Product to any third party.
- Assign, sell, distribute, lease, rent, lend, sub-license, or transfer any portion of the Product without the prior written permission from Us.
- Modify the Product or merge all or any portion of the Product with another program.
- Disclose all or any portion of the Product content, structure, mechanisms, and procedures, including any password and other access information used by You or Your authorised Users, to any employee, consultant or third party unless they agree to be bound by the terms of these Terms and Conditions.
- Use or display Our trademarks, logos, Product, or service names without express permission obtained in writing from Us.
- Where applicable, use a previous version or copy of the Product. Upon Subscription, all copies of the prior version, including but not limited to working installations, backup installations, and study installations, must be uninstalled from all of Your computer devices and returned to Us.
E. You Must:
- Organise all equipment necessary to make a connection to the World Wide Web and pay any service fees to providers for access.
- As new editions of the User Guide are made available, destroy all previous versions including but not limited to copies for personal use, backup, study and reference.
- You may terminate this Subscription at any time by notifying Us in writing, but only after one full year has passed since the first purchase. All rights granted under this Subscription will terminate immediately, without prior written notice from Us, at the end of the Subscription, if not perpetual.
- If You fail to comply with any provisions of these Terms and Conditions, We may immediately terminate Your Subscription if such default has not been cured within fourteen (14) days following written notice of default to You. Upon termination or expiration of the Subscription, We may disconnect one or more, or all Users.
- Termination of this Subscription shall not relieve You of Your obligation to pay all fees incurred prior to such termination and shall not limit either You or Us from pursuing any other remedies available.
- The copyright and all other rights to the Product shall remain with Us.
- Title and ownership of information and knowledge data entered into the Product by You, or Users authorised by the You, remains with You.
- Payment for Your Subscription is in advance of the next Subscription.
Limitation of Warranties and Liability
The Product is provided on an “as is” basis, without any other warranties or conditions, express or implied, including, but not limited to, warranties of merchantable quality, satisfactory quality, merchantability or fitness for a particular purpose, or those arising by law, statute, usage of trade, or course of dealing. You assume the entire risk as to the results and performance of the Product. Neither We nor Our dealers or suppliers shall have any liability to You or any other person or entity for any indirect, incidental, special, or consequential damages whatsoever, including, but not limited to, loss of revenue or profit, lost or damaged data or other commercial or economic loss, even if We have been advised of the possibility of such damages, or they are foreseeable. We are also not responsible for claims by a third party. Our maximum aggregate liability to You and that of Our dealers and suppliers shall not exceed the amount paid by You for the Product or the Subscription. The limitations in this section shall apply whether or not the alleged breach or default is a breach of a fundamental condition or term or a fundamental breach. Some states/countries do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to You. These obligations survive termination of the Subscription.
This Subscription is the entire agreement between Us, superseding any other agreement or discussions, oral or written, and may be changed at any time by Us. The current agreement is available from Our website at any time. If any provision of this Subscription is declared by a Court of competent jurisdiction to be invalid, illegal, or unenforceable, such a provision shall be severed from the Subscription and the other provisions shall remain in full force and effect.
Schedule A – Specific Conditions effective September 2022
A. Annual Subscription Renewal
All annual renewal fees are due 15 November each year. Invitations to renew and an associated invoice will be sent via Email or Australia Post after 15 October each year. Your first renewal license fee will be calculated on a pro-rata basis to November 15 of the following year and will be based on the number of registered Users according to Schedule B. Following receipt of Your Subscription fee by Us, Your Subscription will be extended to 15 November the following year.
B. Additional Conditions For Termination
- In the event fees are unpaid, monthly Statements of Account will be issued during December and January. If fees are not paid by 1 February, We may disconnect one or more, or all Users.
- If for any reason, Users are cancelled or You terminate Your Subscription, and You would like to keep Your data, We can provide You with Your data in “Committee Agenda / Minute” format or an accreditation agency format, at a cost as per Schedule B.
C. Cessation of Trade
Provision has been made for time-limited access to the Product in the event that, for any reason whatsoever, We cease all trading and business operations.
For a period of ninety (90) days following the Cessation of Trade, the Product will continue normal operations as a result of provisions instituted by Us. During the ninety-day period, You will be contacted about the Cessation of Trade with advice regarding the continued use of the Product and an introduction to the new owners (“Them”) of the Product and any or all contractual arrangements required by Them. You will have the right and responsibility to determine whether to enter into a contractual agreement with Them.
D. Help Desk / Technical Support
We provide email, telephone, and SMS help desk service Monday to Friday, excluding public holidays, between the hours of 8:00 am and 5:30 pm NSW (EST). NOTE: Daylight saving commences the first Sunday in October and finishes the first Sunday in April.
E-mail requests may be sent at any time and will be prioritised and responded to as follows:
|Within two hours
|Within 4 hours
|Within 24 hours
|Within 24 hours
|Within 72 hours
|“Wait for Update”
|Within 48 hours
|Next scheduled update
E. Start-up Training
We will provide You with four (4) hours of start-up training to the Licensee. Further training may be requested for which We may charge consulting fees.
F. Requests and suggestions for changes and modifications to the Product
We welcome ideas, suggestions, and requests, and we also reserve the right to make such changes or modifications or not. If such changes or modifications are made, copyright and all other rights to the changes or modifications shall forever belong to Us.
Schedule B – Standard Fees effective September 2022
A. New Subscription and Annual Renewal Fees
Please contact the Improve.IT Office for the current rates.
B. Miscellaneous Fees
We reserve the right to charge for:
- Reconnection following late payment of annual invoices;
- Data transfer such as imports to or exports from the product in any format;
- Product updates and customisations;
- Services such as, but not limited to: consultation, advice, project management, data audits, or reviews.
We will quote where any potential fees are applicable.