1 - Acceptance
- 1. These Terms and Conditions, and any other terms and policies referred to in these Terms and Conditions, form the agreement between Invedent ABN 12 638 603 415 (referred to as "Invedent", “SaaS", "SaaS Provider”, “we” or “us”) and the user (referred to as “Customer”, "User" or “you”), collectively referred to as the Parties or each a Party, (Agreement).
2. Invedent holds the relevant rights to, the cloud-based Platform and Software and will license the use of the Software as a Service (SaaS) to the Customer. Which is accessible at: https://app.invedent.com/
3. The Customer wishes to use and license the SaaS Services from Invedent.
4. This Agreement sets out the terms upon which Invedent has agreed to grant access and a user license to the Customer to use the SaaS and its Services. This Agreement is binding on any use of the Services and applies to the Customer from the time that Invedent provides the Customer with an account (Customer’s account) to access and use the Services (Effective Date).
6. You must not create a Customer or User account unless you are at least 18 years of age. If you are a parent or legal guardian permitting a person who is at least 13 years of age but under 18 years of age (a Minor) create a Customer account and/or use the Site, you agree to: (i) supervise the Minor’s use of the Site and their account; (ii) assume all risks associated with, and liabilities resulting from, the Minor’s use of the Site and their Customer account; (iii) ensure that the content on the Site is suitable for the Minor; (iv) ensure all information submitted to us by the Minor is accurate; and (v) provide the consents, representations and warranties contained in the Terms on the Minor’s behalf.
7. Invedent and the Customer hereby grants each party to the express right to use each parties logo in marketing, sales, financial, and public relations materials and other communications solely to identify Invedent as a provider of services to the Customer and Invedent as a vendor to the Customer. Other than as expressly stated herein, neither party shall use the other party's marks, codes, drawings or specifications without the prior written permission of the other party.
8. By using Invedent SaaS and Services and subscribing on the Site, you acknowledge that you have read, understood, and accepted this Agreement and you have the authority to act on behalf of any person or entity for whom you are using the Services, and you are deemed to have agreed to this Agreement on behalf of any entity for whom you use the Services.
2 - Services
- 1. On or from the Effective Date and during the Term, Invedent agrees to provide the SaaS and Services in accordance with the terms of this Agreement.
2. The Customer agrees that Invedent owns or holds the applicable licences to all Intellectual Property Rights including but not limited to copyright in the Software and SaaS Services and any documentation or content provided with the Services by Invedent to the Customer; including any Customer configuration documentation.
3. Invedent reserves the right to change or remove features of the SaaS and Services from time to time, without requiring any prior notice.
4. The Parties agree that Invedent: (1). will supply the SaaS and Services on a non-exclusive basis; (2). the SaaS and Services may use third party products or services; (3). does not make any warranty or representation as to the ability of the facilities or services of any third-party suppliers; and (4). is not liable for any failure in, fault with or degradation of the Services if that failure, fault or degradation is attributable to or caused by any failure of the Customer Environment or the facilities or services of any third party.
5. Invedent reserves the right to refuse any request in relation to the SaaS and Services that it deems inappropriate, unreasonable or illegal.
6. Invedent reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the SaaS and Service (or any part thereof) without prior notice. Notice may be given prior to any service disruption.
3 - SaaS Service Licence
- 1. In consideration for payment of the Fees, Invedent grants to the Customer a non-exclusive, non-transferable (except as otherwise permitted under this Agreement), personal, revocable, licence to access and use the SaaS and Services in accordance with the Service Provider’s intended purpose for the SaaS Services (SaaS Licence).
2. The Customer agrees that the SaaS Licence: (1). commences from the Effective Date or the day the Customer is granted access to the SaaS and Services by Invedent, whichever occurs first; (2). permits the Customer to use the SaaS and Services in accordance with the SaaS and Services’ normal operating procedures; and (3). permits the Customer to provide access and use of the SaaS and Services to Authorised Users by embedding the SaaS and Services into Customer’s services to its customers, as applicable.
4 - Licence Restrictions
- 1. The Customer must not access or use the SaaS and Services except as permitted by the SaaS Licence and may not do or authorise the commission of any act that would or might invalidate or be inconsistent with Invedent’s Intellectual Property Rights in the SaaS and Services or Software. Without limiting the foregoing provisions, the Customer agrees and acknowledges that it must not and will not permit any person to: (1). resell, assign, transfer, distribute or provide others with access to the SaaS and Services; (2). “frame”, “mirror” or serve any of the SaaS Services on any web server or other computer server over the Internet or any other network; (3). copy, alter, modify, create derivative works from, reproduce, resell, transfer to a third party, reverse assemble, reverse engineer, reverse compile or enhance the SaaS, Services or Software (except as expressly permitted by the Copyright Act 1968 (Cth)); or (4). alter, remove or tamper with any trademarks, any patent or copyright notices, or any confidentiality legend or notice, or any numbers, or other means of identification used on or in relation to the SaaS, Services or Software.
2. The Customer must not use the SaaS and Services in any way which is in breach of any statute, regulation, law or legal right of any person within Australia or the jurisdiction in which the Customer or its Personnel are located.
5 - Data
- 1. The Customer grants to Invedent a limited licence to copy, transmit, store and back-up or otherwise access, use or make reference to any Intellectual Property Rights in the Data: (1). to supply the Services including to enable the Customer, its Personnel and any Authorised Users to access and use the Services; (2). to do analysis for the purposes of predictive analytics, industry guideline production, product creation and other industry or commercial related uses, provide such Data is re-identified; (3). for diagnostic purposes; (4). to test, enhance and otherwise modify the Services whether requested by the Customer or not; (5). to develop other Services; and (6). as reasonably required for the performance of the Invedent’s obligations under this Agreement.
2. The Customer represents and warrants that: (1). any and all Data supplied by the Customer or otherwise accessed by Invedent through the provision of the Services is the sole and exclusive property of the Customer or the Customer has secured any and all authorisations and rights to use the Data as applicable; (2). its Data does not breach any relevant laws, regulations or codes; (3). its Data does not infringe the Intellectual Property Rights of any third party; (4). it will comply with all applicable laws and regulations in the jurisdiction where the Customer accesses and publishes content using Invedent; and (5). to the extent that the Data contains personal data, it has obtained the necessary consents in order to transfer or permit access to this Data in accordance with applicable privacy and data protection laws.
3. The Customer acknowledges and agrees that: (1). any collation, conversion and analysis of Data performed as part of the Services whether by the Services or otherwise is likely to be subject to human input and machine errors, omissions, delays and losses including but not limited to any loss of Data. Invedent is not liable for any such errors, omissions, delays or losses. The Customer acknowledges and agrees it is responsible for adopting reasonable measures to limit the impact of such loss or error; (2). Invedent may relocate the Data to another jurisdiction. In each case, Invedent will give the Customer 15 Business Days’ notice and use all reasonable endeavours to minimise the effect of such change on the Customer’s access and use of the Services; (3). Invedent is not responsible for any corruption or loss of any Data if such corruption or loss is due to an act or omission by the Customer, its Personnel, its Related Bodies Corporate or any Authorised Users; and (4). Invedent is not responsible for the integrity or existence of any Data on the Customer’s Environment, network or any device controlled by the Customer or its Personnel.
4. The Customer agrees to indemnify and hold Invedent harmless for the corruption or loss of any Data controlled or stored by the Customer or any Related Bodies Corporate, to extent the corruption or loss is not caused by the negligent act or omission of Invedent or its Personnel.
6 - Support and Service Levels
- 1. Support is provided via email, or via a online help desk, for Account holders and most requests will be replied to within 12-24 business hours.
7 - Invedent Additional Responsibilities and Obligations
- 1. Invedent must maintain commercially reasonable security measures to protect all Confidential Information in its possession or control, or in the possession or control of its Personnel, from unauthorised access, use, copying or disclosure.
8 - Customer Responsibilities and Obligations
- 1. The Customer will provide all required materials as required by Invedent from time to time for Invedent to perform the Services.
2. The Customer must, at the Customer’s own expense: (1) provide all reasonable assistance and cooperation to Invedent in order to enable Invedent to supply the Services in an efficient and timely manner including but not limited to obtaining from Authorised Users any consents necessary to allow the Customer and its Personnel to engage in the activities described in this Agreement and to allow Invedent to provide the Services; (2) use reasonable endeavours to ensure the integrity of the Data; (3) permit Invedent and its Personnel to have reasonable access to the Customer Environment for the purposes of supplying the Services; (4) ensure that only Customer Personnel and Authorised Users will access and use the SaaS Services and such use and access will be in accordance with the terms and conditions of the SaaS Licence; and (5) make any changes to its Customer Environment that may be required to support the delivery and operation of any Services.
3. The Customer is responsible for its use of the Services and must ensure that no person uses the Services; (1) to break any law or infringe any person’s rights including but not limited to Intellectual Property Rights; (2) to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing or unwanted; or (3) in any way that damages, interferes with or interrupts the supply of the Services.
4. The Customer acknowledges and agrees that: (1) it is responsible for all users using the Services including its Personnel and any Authorised Users; (2) its use of the Services will be at its own risk; (3) it is responsible for maintaining the security of its account and password. Invedent cannot and will not be liable for any loss or damage from the Customer’s failure to comply with this security obligation; (4) Invedent may alter or update the Customer’s account logins and passwords and the logins and passwords of any Authorised Users at any time throughout the Term; (5) the Customer is responsible for all content posted and activity that occurs under their account. This includes content posted by others who have logins or accounts associated with the Customer’s account; (6) if they operate a shared Customer account, make (or allow any third party to make) material available by means of the Services (including shareable links and SCORM objects - Shareable Content Object Reference Model), the Customer is entirely responsible for the content of, and any harm resulting from, that content. That is the case regardless of what form the content takes, which includes, but is not limited to text, photo, video, audio, or code; (7) the technical processing and transmission of the Service, including the Customer’s content, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices; (8) if Invedent wishes to alter the delivery of the SaaS Services which requires a change to the Customer Environment (including reconfigurations or interface customisations the extent necessary to access or use the SaaS Services) the Customer will give any assistance to Invedent or make any such changes to the Customer Environment, that Invedent reasonably requires; and (9) Invedent may pursue any available equitable or other remedy against the Customer as a result of a breach by the Customer of any provision of this Agreement.
9 - Prohibited Use
- 1. The Customer acknowledges and agrees that this Agreement incorporates by reference the terms of any acceptable use policy as set out on Invedent website or as provided to the Customer from time to time.
2. The Customer acknowledges and agrees that it must not, and will ensure each Authorised User does not: (1) use the SaaS Services to violate any legal rights of any person, the Customer or other entity in any jurisdiction; (2) use the SaaS Services in relation to crimes such as theft and fraud; (3) use the Services in breach of laws relating to the protection of copyright, trade secrets, patents or other intellectual property and laws relating to spam or privacy; (4) make any unauthorised copy of any copyrighted material owned or licensed by Invedent; (5) introduce malicious programs into the Invedent System (e.g. viruses, worms, trojan horses, e-mail bombs); (6) reveal the Customer’s account password to others or allow use of the Customer’s account the to those who are not the Customer’s Personnel or Authorised Users; (7) use the SaaS Services to make fraudulent offers of goods or services; (8) use the SaaS Services to carry out security breaches or disruptions of a network. Security breaches include, but are not limited to, accessing data of which the Customer is not an intended recipient or logging into a server or account that the Customer is not expressly authorised to access or corrupting any data. For the purposes of this paragraph, “security breaches” includes, but is not limited to, network sniffing/monitoring, pinged floods, packet spoofing, denial of service, and forged routing information for malicious purposes; (9) use any program/script/command, or sending messages of any kind, with the intent to interfere with, or disable, any persons’ use of the SaaS Services; (10) send any unsolicited email messages through or to users of the SaaS Services in breach of the Spam Act 2003 (Cth) or to send any form of harassment via email, or any other form of messaging, whether through language, frequency, or size of messages; use the SaaS Services in breach of any person’s privacy (such as by way of identity theft or “phishing”) is strictly prohibited; and (11) use the SaaS Services to circumvent user authentication or security of any of the Customer’s hosts, networks or accounts or those of the Customer’s customers or suppliers.
10 - Communication
- 1. Each Party will appoint and maintain at all times a relationship manager who will be responsible for the management of this Agreement.
11 - Payment
- 1. The Customer must pay Invedent: (1) the Fee; and (2) any other amount payable to the Provider under this Agreement, without set off or delay using the Payment Method in accordance with the Payment Terms. All Fees are in USD$ unless other currency is specified at time of purchase, and are payable in advance.
2. If the Customer requires the use of a purchase order, the Customer is responsible for providing the applicable purchase order at the time of purchase. The Customer acknowledges and agrees to the extent of any inconsistency between this Agreement and any terms and conditions attached to the Customer’s purchase order, the terms of this Agreement will prevail. The Parties acknowledge and agree that any pre-printed standard terms and conditions attached to or on the back of any purchase order will not apply to this Agreement.
3. If there is a Variation, Invedent will include the Variation Fees due and payable for the Variation performed in invoice(s) subsequent to the performance of any Variation.
4. All fees are GST exclusive. If the Customer is located outside Australia, the Customer will not be charged GST but is responsible for all taxes, levies, or duties imposed by taxing authorities in the Customers own country. The Customer shall be solely responsible for payment of all such taxes, levies, or duties. Invedent has no responsibility to pay taxes, levies or duties on the Customers behalf.
5. The Fees are subject to change upon 30 days’ notice from Invedent to the Customer and will apply to the next Plan billing cycle. Such notice may be provided at any time by posting the changes to the Invedent Site, via email or via a notification within SaaS Service. If the Customer does not agree to the Fee change, it may terminate this Agreement in accordance with the Termination Clause. Notice and opportunity to terminate must be given. Also such change can only apply to next Plan billing cycle.
6. If any payment has not been made in accordance with the Payment Terms, Invedent may (at its absolute discretion): (1) immediately cease providing the Services, and recover as a debt due and immediately payable from the Customer its Additional Costs of doing so; (2) charge interest at a rate equal to the Reserve Bank of Australia’s cash rate from time to time plus 8% per annum, calculated daily and compounding monthly, on any such amounts unpaid after the due date; (3) engage debt collection services and/or commence legal proceedings in relation to any such amounts; and/or (4) report the Customer to any independent credit data agencies.
12 - Confidentiality
- 1. Subject to the below clause, each Party must (and must ensure that its Personnel do): (1) keep confidential; and (2) not use or permit any unauthorised use of, all Confidential Information.
2. The above clause does not apply where: (1) the information is in, or comes into, the public domain (other than by a breach of this clause by the relevant Party); (2) the relevant Party has the prior written consent of the Party that disclosed the Confidential Information; (3) the disclosure is required by law; (4) the disclosure is required in order to comply with this Agreement, provided that the Party disclosing the Confidential Information ensures the recipient complies with the terms of this clause; and (5) the disclosure is to a professional adviser in order to obtain advice in relation to matters arising in connection with this Agreement and provided that the Party disclosing the Confidential Information ensures the adviser complies with the terms of this clause.
3. Each Party acknowledges and agrees that monetary damages may not be an adequate remedy for a breach of this clause. A Party is entitled to seek an injunction, or any other remedy available at law or in equity, at its discretion, to protect itself from a breach (or continuing breach) of this clause.
4. This clause will survive the termination or expiry of this Agreement.