Terms and Conditions

Welcome!

The Community Care Toolkit Services enable you to manage all of your training and compliance online in one system.

1 Acceptance

1.1 Consolidated Productions Pty Ltd (ACN 064 788 263) trading as Community Care Toolkit, its successors and assignees (we, us or our), own the cloud-based software, including all instructions in hard copy or electronic form and any update, modification or release of any part of that software (Software) which is accessible at https://communitycaretoolkit.com/, and may be available through other addresses and channels (Site).

1.2 These terms and conditions (Terms):

(a) sets out the terms and conditions upon which we agree to grant you a right to use the Software as a service, as described on the Site (SaaS Services) and provide any other services as set out in these Terms (together with the SaaS Services, the Services); and

(b) are binding on you from the date (Effective Date) on which you accept these Terms until the date on which your Account and these Terms are terminated in accordance with the terms (Term).

1.3 You accept these Terms by clicking a box indicating your acceptance.

1.4 By accepting these Terms, creating an Account and/or accessing and/or using the Services, you:

(a) warrant to us that you have reviewed these Terms including our Privacy Policy, available on the Site, and you understand them;

(b) warrant to us that you have the legal capacity to enter into a legally binding agreement;

(c) warrant to us that 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 these Terms on behalf of any entity for whom you use the Services;

(d) warrant to us that you have all hardware, software and services which are necessary to access and use the Services; and

(e) agree to use the Services in accordance with these Terms.

2 Accounts

2.1 You will create an account in order to access and use the Services, being (as applicable) the SaaS Services we provide to you (Account). You must ensure that any information you provide to us, or we request from you as part of the creation process is complete and accurate and you are authorised to provide this information to us.

2.2 You are the Account owner and regardless of any change in any contact details, you will remain responsible for your Account as set out in these Terms. If you wish to change the Account owner, you must provide us with a written request to transfer the ownership of the Account to the incoming party, which must also include the incoming party’s written consent to take over full responsibility for the Account in a form acceptable to us.

2.3 It is your responsibility to keep your Account details confidential. You are responsible for all activity on your Account, including activity by Authorised Users and for ensuring that any activities on your Account comply with these Terms.

2.4 We are not responsible for the management or administration of your Account or your Authorised Users.

3 Licence and restrictions on use

3.1 Subject to the payment of any applicable Fees, we grant you a non-exclusive, non-transferable (except with our written permission), non-sublicensable (except as otherwise permitted under these Terms), personal and revocable licence to access and use the SaaS Services for the Term in accordance with any Authorised User limits (Licence).

3.2 You must not (and must ensure your Authorised Users do not) access or use the Services except as permitted by the Licence and you must not permit any other person to use the Services in any way which is in breach of any applicable Laws or which infringes any person’s rights, including Intellectual Property rights, including to;

(a) use the Services to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing or unwanted;

(b) use the Services in any way that damages, interferes with or interrupts the supply of the Services;

(c) introduce malicious programs into our hardware and software or Systems, including viruses, worms, trojan horses and e-mail bombs;

(d) reveal your Account’s password to others or allow others to use your Account (other than Authorised Users);

(e) carry out security breaches or disruptions of a network. Security breaches include accessing data where you are not the intended recipient or logging into a server or account that you are not expressly authorised to access or corrupting any data (including network sniffing/monitoring, pinged floods, packet spoofing, denial of service and forged routing information for malicious purposes);

(f) use any program/script/command, or send messages of any kind, with the intent to interfere with, or disable, any person’s use of the Services;

(g) if applicable, send any form of harassment via email, or any other form of messaging, whether through language, frequency, or size of messages or use the Services in breach of any person’s privacy (such as by way of identity theft or “phishing”); or

(h) circumvent user authentication or security of any of our networks, accounts or hosts or those of our other users.

3.3 For us to provide the Services to you, you must promptly obtain and provide to us any required licences, approvals or consents necessary for our performance of the Services.

4 Authorised Users

4.1 You agree that the Licence permits you to access and use the Services in accordance with the number of Authorised Users, as set out in your Plan (if applicable).

4.2 You may, at any time increase or decrease the number of Authorised Users by upgrading or downgrading the Services as per clause 8.5.

5 Support Services

During the Term, we will provide you with email support services on Business Days and during our business hours, as set out on the Site, provided that (i) you notify us in accordance with any applicable systems and processes set out on the Site and (ii) where required, you assist us in investigating and ascertaining the cause of the fault and provide us with access to all necessary information relevant to the fault (including what you or your personnel have done in relation to the fault).

6 Communication

6.1 We may contact you via the Platform using in-Account notifications, or via off-Platform communication channels, such as text message or email with functional notifications.

6.2 We may also send marketing and promotional material which may be of interest to you, using your contact details. You may opt-out of receiving direct marketing messages at any time. Where you opt-out we will continue to send you functional communications relevant to your use of the Services.

7 Privacy

7.1 You are responsible for the collection, use, storage and otherwise dealing with Personal Information related to your business and all matters relating to the Customer Data.

7.2 You must and must ensure that your Personnel and Authorised Users comply with any privacy or anti-spam Laws applicable to you in respect of all Personal Information collected, used, stored or otherwise dealt with under or in connection with these Terms.

8 Fees and payment

8.1 You must pay us the Fee for your Plan and any other amount payable to us under these Terms, without set off or delay, via credit card or any other payment method set out on the Site.

8.2 The Fee for your Plan is payable in advance of the next billing cycle for your Plan and any additional charges will be billed in arrears at the end of the Plan cycle (unless otherwise agreed).

8.3 You are responsible for reviewing the pricing schedule, features and limits associated with your Plan, which are available on the Site.

8.4 Your Plan will automatically renew at the end of the Plan period (and for the same Plan cycle), unless you terminate these Terms in accordance with clause 12.1.

8.5 If you upgrade or downgrade your Plan you must provide us at least 5 days’ notice prior to your next billing cycle, the payment methods linked to your Account will automatically be charged the Fee for your new Plan in advance of your next Plan billing cycle or if you provide us less than 5 days’ notice then the upgrade or downgrade may be delayed until your subsequent billing cycle.

8.6 You must ensure your chosen payment method has sufficient funds to pay the Fee. If your payment method expires and you do not cancel your Account, you will remain responsible for paying the Fee for the Plan, which will accrue to your Account until we receive a termination notice.

8.7 All Fees include GST. You are responsible for all taxes, levies or duties imposed by taxing authorities in your own country, and you shall be responsible for payment of them. We have no responsibility to them on your behalf.

8.8 The Fee is non-refundable. To the maximum extent permitted by law, there will be no refunds or credits for any unused Plan (or part thereof), Plan downgrade or unused Accounts. Downgrading your Plan may result in the loss of content, features or capacity of your Account. We do not accept any liability for any losses or damages that may arise in such cases.

8.9 The Fee is subject to change upon 30 days’ notice from us to you and will apply to the next Plan billing cycle. Such notice may be provided at any time by posting the changes on our Site, via email or via a notification to your Account. If you do not agree to the Fee change, you may terminate these Terms in accordance with clause 12.1.

8.10 If any payment has not been made in accordance with any due date, we may (in our absolute discretion) immediately suspend the provision of the Services, and recover as a debt due and immediately payable from you any additional costs of doing so.

8.11 If you rectify such non-payment after the Services have been suspended, then we will recommence the provision of the Services as soon as reasonably practicable.

8.12 Free or Trial Account: We may offer you a free or trial Account with limited features designed to allow you to evaluate the Services and make sure it is right for you before signing up for a paid Plan. Any trial period can change at any time without notice. We have the right to terminate any trial Account if you are found to be misusing the Services. At the end of any free or trial Account you will be provided the option to choose and sign up for a Plan.

9 Intellectual Property Rights

9.1 All Intellectual Property in the Software, SaaS Services and all Intellectual Property developed, adapted, modified or created by us or our Personnel (including in connection with these Terms, the Software and the SaaS Services and any machine learning algorithms output from the Services) is and will remain owned or licensed exclusively by us or our third party service providers.

9.2 You must not whether directly or indirectly, without our prior written consent:

(a) copy or use, in whole or in part, any of our Intellectual Property;

(b) reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any of our Intellectual Property to any third party;

(d) attempt to discover the source code or object code or underlying structures, ideas, know how or algorithms in relation to the Services, the data or documentation;

(e) breach any Intellectual Property Rights connected with the Services, including altering or modifying any of our Intellectual Property;

(f) cause any of our Intellectual Property to be framed or embedded in another website; or create derivative works from any of our Intellectual Property;

(g) resell, assign, transfer, distribute or make available the Services to third parties;

(h) “frame”, “mirror” or serve any of the Services on any web server or other computer server over the Internet or any other network; and

(i) alter, remove or tamper with any trademarks, any patent or copyright notices, any confidentiality legend or notice, any numbers or any other means of identification used on or in relation to the Services.

9.3 Despite anything to the contrary in these Terms or elsewhere, we may monitor, analyse and compile statistical and performance information based on and/or related to your use of the Services, in an aggregated and anonymised format (Analytics). You agree that we may make such Analytics publicly available, provided that it:

(a) does not contain identifying information; and

(b) is not compiled using a sample size small enough to make the underlying Customer Data identifiable.

9.4 We and our licensors own all right, title and interest in and to the Analytics and all related software, technology, documentation and content used or provided in connection with the Analytics, including all Intellectual Property rights in the foregoing.

9.5 You grant us a limited licence to copy, transmit, store and back-up or otherwise access the Customer Data during the Term and for a reasonable period after the Term to:

(a) supply the Services (including for back-ups) to you (including to enable you, your Authorised Users and your Personnel to benefit from the Services); and

(b) diagnose problems with the Services;

as reasonably required to perform our obligations under these Terms.

9.6 You agree that all Intellectual Property Rights in Feedback will at all times vest, or remain vested, in us upon creation and we may use Feedback in any manner which we see fit (including to develop new features) and no benefit will be due to you as a result of any use by us of any Feedback. To the extent that ownership of such Intellectual Property Rights in any Feedback does not automatically vest in us, you agree to do all acts necessary or desirable to assure our title to such rights.

9.7 You must, at all times, ensure the integrity of the Customer Data and that your use of the Customer Data is compliant with all Laws.

9.8 You represent and warrant that:

(i) you have obtained all necessary rights, releases and permissions to provide all your Customer Data to us and to grant the rights granted to us in these Terms;

(ii) the Customer Data is accurate and complete;

(iii) the Customer Data (and its transfer to and use by us as authorised by you) under these Terms does not violate any Laws (including those relating to export control and electronic communications) or rights of any third party, including any Intellectual Property rights, rights of privacy, or rights of publicity; and

(iv) any use, collection and disclosure authorised in these Terms is not inconsistent with the terms of any applicable privacy policies.

9.9 We assume no responsibility or Liability for the Customer Data. You are solely responsible for the Customer Data and the consequences of using, disclosing, storing or transmitting it.

9.10 You acknowledge and agree that the operation of the Services is reliant on the accuracy of the Customer Data, and the provision of inaccurate or incomplete Customer Data by you may affect the use, output and operation of the Services.

10 Third Parties

10.1 You acknowledge and agree that:

(a) the provision of the Services may be contingent on, or impacted by, third parties, other users’ use of our services, suppliers, other subcontractors (Third Party Inputs); and

(b) despite anything to the contrary, to the maximum extent permitted by law, we will not be responsible, and will have no Liability, for any default or breach of these Terms or law, if such default or breach was caused or contributed to by any Third Party Inputs.

10.2 You acknowledge that the Services include certain optional functionality that may interface or interoperate with third party software or services.

10.3 To the extent that you choose to use such functionality and they are not a part of the Services, you are responsible for:

(a) the purchase of;

(b) the requirements; and

related to the applicable third party software and services.

10.4 It is your responsibility to ensure these requirements are met in order for you to benefit from the specific functionality made available to you.

11 Liability

11.1 Despite anything to the contrary, to the maximum extent permitted by law:

(a) our maximum Liability arising from or in connection with these Terms (including the Services or the subject matter of these Terms) will be limited to, and must not exceed for any claim, the total amount of Fees you paid to us to which such Liability relates; and

(b) we will not be liable to you for any Consequential Loss,

whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.

11.2 Despite anything to the contrary, to the maximum extent permitted by law, we will have no Liability, and you waive and release us from and against, all Liability (whether under statute, contract, negligence or other tort, indemnity, or otherwise) arising from or in connection with any:

(a) loss of, or damage to, any property or any injury to or loss to any person;

(b) failure or delay in providing the Services;

(d) the Computing Environment,

where caused or contributed to by any:

(e) Force Majeure Event;

(f) a fault, defect, error or omission in the Computing Environment or Customer Data; or

(g) act or omission by you, your related parties, Authorised Users, Personnel or any third party (including customers, end users, suppliers, providers or subcontractors),

and, in any event, any error, omission or lack of suitability (or the absence of, or reduction in, any anticipated result, outcome or benefit) with respect to the Services.

11.3 Certain legislation, including the Australian Consumer Law (ACL) in the Competition and Consumer Act 2010 (Cth), and similar consumer protection Laws and regulations may confer you with rights, warranties, guarantees and remedies relating to the provision of our services which cannot be excluded, restricted or modified (Statutory Rights). Nothing in these Terms attempts to exclude, restrict or modify your Statutory Rights as a consumer under the ACL. Any and all other warranties or conditions which are not guaranteed by the ACL are expressly excluded where permitted, except to the extent such warranties and conditions are fully expressed in these Terms.

11.4 You acknowledge and agree that:

(a) you are responsible for all users using the Services, including your Personnel and any Authorised Users; and

(b) you use the Services and any associated programs and files at your own risk;

(c) the technical processing and transmission of the Services, including Customer Data, may be transferred unencrypted and involves:

(i) transmissions over various networks; and

(ii) changes to conform and adapt to technical requirements of connecting networks or devices;

(d) we may use third party service providers to integrate with the Services or to host the SaaS Services. If the providers of third party applications or services cease to make their services or programs available on reasonable terms, we may cease providing any affected features without Liability or entitling you to any refund, credit, or other compensation;

(e) the Services may use third party products, facilities or services. We do not make any warranty or representation in respect of the third party products, facilities or services;

(f) we do not guarantee that any file or program available for download and/or execution from or via the Services is free from viruses or other conditions which could damage or interfere with data, hardware or software with which it might be used;

(g) we are not responsible for the integrity or existence of any data on the Computing Environment, network or any device controlled by you, your Authorised Users or your Personnel; and

(h) we may pursue any available equitable or other remedy against you if you breach any provision of these Terms.

12 Termination

12.1 You may terminate your Account and these Terms at any time, via your Account management dashboard. No refunds will be given upon termination in accordance with this clause.

12.2 To the extent permitted by law, we may terminate these Terms, if you:

(a) breach a material term of these Terms, any law, or any third party rights (including intellectual property rights); or

(b) fail to pay any amounts owing to us within 5 days of any due date.

12.3 On termination of these Terms:

(a) you must cease using the Services and we will cease to provide the Services;

(b) after 1 month, we will be entitled to permanently delete all Customer Data; and

(c) for the avoidance of doubt, any provisions of these Terms that by their nature survive the termination of these Terms will remain in force after the Term.

12.4 The accrued rights, obligations and remedies of the Parties are not affected by the termination of these Terms.

13 General Warranties

13.1 We warrant and agree that:

(a) we are properly constituted and have the right and authority to enter into these Terms; and

(b) we will provide the Services in accordance with all applicable Laws.

13.2 You warrant and agree that:

(a) there are no legal restrictions preventing you from entering into these Terms;

(b) you will cooperate with us and provide us with all assistance, resources, data, people, information, facilities, access and documentation that is reasonably necessary to enable us to perform the Services and as otherwise requested by us, from time to time, and in a timely manner;

(c) all information and documentation that you provide to us in connection with these Terms is true, correct and complete and that we will rely on such information and documentation in order to provide the Services;

(d) you will inform us if you have reasonable concerns relating to our provision of the Services under these Terms, with the aim that the Parties will use all reasonable efforts to resolve your concerns;

(e) you are responsible for obtaining any consents, licences, authorities and permissions from other parties necessary for the Services to be provided in accordance with these Terms, at your cost, and for providing us with the necessary consents, licences, authorities and permissions, and in a timely manner;

(f) if applicable, you hold a valid ABN which has been advised to us; and

(g) if applicable, you are registered for GST purposes.

14 General

14.1 Publicity:

(a) We may publicly announce that we have undertaken work for you, including in website testimonials and in our marketing material.

(b) You agree to grant us a non-exclusive, revocable, worldwide, sub-licensable, non-transferrable licence to display your logo on our website.

14.2 Confidentiality: Each Party agrees to keep the Confidential Information of the other Party confidential, other than where (i) permitted by these Terms, (ii) with the prior written consent of the other Party, (iii) where compelled to do so by law, and (iv) on a confidential, “needs to know” basis to Personnel, auditors, insurers, agents and professional advisors

14.3 Amendment: We may update these Terms at any time. Where we update these Terms we will notify you via an in-Account notification or via email. If you do not agree with any amendment you may terminate these Terms in accordance with clause 12.1.

14.4 Assignment: You may not assign, transfer or otherwise deal with all or any of your rights or obligations under these Terms without our prior written consent.

14.5 Disputes: A Party may not commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, these Terms (including any question regarding its existence, validity or termination) (Dispute) without first meeting with a senior representative of the other Party to seek (in good faith) to resolve the Dispute. If the Parties cannot agree how to resolve the Dispute at that initial meeting, either Party may refer the matter to a mediator. If the Parties cannot agree on who the mediator should be, either Party may ask the Queensland Law Society to appoint a mediator. The mediator will decide the time, place and rules for mediation. The Parties agree to attend the mediation in good faith, to seek to resolve the Dispute. The costs of the mediation will be shared equally between the Parties. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.

14.6 Non-exclusive: The Services will be provided to you on a non-exclusive basis.

14.7 Removing features: We reserves the right at any time and from time to time to change or remove features of the Services provided that, where there is any material negative alteration to the functionality of the Services in accordance with this clause, we will provide you with 20 Business Days’ notice and you may terminate these Terms by written notice without Liability to us.

14.8 Overseas access: The Services may be downloaded, installed or accessed in Australia and overseas. We make no representation that the Services comply with the Laws (including Intellectual Property Laws) of any country outside of Australia. If you access the Services from outside Australia, you do so at your own risk and you are responsible for complying with the Laws in the place you access the Services.

14.9 Subcontractors: We may engage subcontractors to perform the Services on our behalf. Despite this, we will remain responsible for all of our obligations under these Terms.

14.10 Waiver: Any failure or delay by a Party in exercising a power or right (either wholly or partly) in relation to these Terms does not operate as a waiver or prevent a Party from exercising that power or right or any other power or right. A waiver must be in writing.

14.11 Severance: If a provision of these Terms is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions.

14.12 Jurisdiction: These Terms is governed by the laws of Queensland, Australia. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in Queensland and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.

15 Definitions

Authorised User means a user permitted to access and use the Services under your Account;

Business Day means a day which is not a Saturday, Sunday or bank or public holiday in Queensland;

Computing Environment means your computing environment including all hardware, software, information technology and telecommunications services and Systems;

Confidential Information includes confidential information about a Party’s business, structure, programs, processes, methods, operating procedures, activities, products and services, trade secrets, know how, financial, accounting, marketing and technical information, customer and supplier lists (including prospective customer and supplier information), ideas, concepts, know-how, Intellectual Property, technology, and other information whether or not such information is reduced to a tangible form or marked in writing as “confidential” but does not include any information which is in the public domain other than through a breach of confidence. Our Confidential Information includes our Intellectual Property. Your Confidential Information includes the Customer Data;

Consequential Loss includes any indirect, incidental or consequential loss, loss of profits, revenue, production, opportunity, access to markets, goodwill, reputation, use or any remote, abnormal or unforeseeable loss, loss of use and/or loss or corruption of data or any loss or damage relating to business interruption, or otherwise, suffered or incurred by a person, arising out of or in connection with these Terms (whether involving a third party or a Party to these Terms or otherwise);

Customer Data means the information, materials, logos, documents, qualifications and other Intellectual Property or data inputted by you, your Personnel or Authorised Users into the Services or stored by the Services or generated by the Services as a result of your use of the Services;

Feedback means any idea, suggestion, recommendation or request by you or any of your Personnel or Authorised Users, whether made verbally, in writing, directly or indirectly, in connection with the Services;

Fees means the fees as set out on the Site for the Plan you choose;

Force Majeure Event means an event which is beyond a Party’s reasonable control including a fire, storm, flood, earthquake, explosion, accident, act of the public enemy, terrorist act, war, rebellion, insurrection, sabotage, epidemic, quarantine restriction, transportation embargo, and strike by employees of a third person;

Intellectual Property includes any and all intellectual and industrial property rights throughout the world, whether subsisting now or in the future and includes all copyright and analogous rights, all rights in relation to inventions (including patent rights), registered and unregistered trademarks, designs (whether or not registered or registrable), circuit layouts, trade names, trade secrets, business names, customer names or internet domain names. Our Intellectual Property includes the Software, the SaaS Services and any Feedback;

Laws means acts, ordinances, regulations, rules, code and by-laws of the Commonwealth or any state or territory and includes the Privacy Act 1988 (Cth) and the Spam Act 2003 (Cth);

Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party to these Terms or otherwise;

Party means either party to these Terms (you or us), and “Parties” means both parties to these Terms (you and us);

Personal Information is defined in the Privacy Act 1988 (Cth) and also includes any similar term as defined in any other privacy law applicable to you;

Personnel means, in relation to a Party, the officers, employees, contractors, sub-contractors and agents of that Party;

Plan means the plan you choose, including the Fees, billing cycle, features and number of Authorised Users, as set out on the Site and post purchase, as set out within your Account; and

System means all hardware, software, networks and other IT systems used by a Party from time to time, including a network.

16 Interpretation

In these Terms, unless the context otherwise requires:

(a) the singular includes the plural and vice versa;

(b) headings are for convenience only and do not affect interpretation;

(c) a reference to these Terms or any other document includes the document, all schedules and all annexures as novated, amended, supplemented, varied or replaced from time to time;

(d) if any act which must be done under these Terms is to be done on a day that is not a Business Day then the act must be done on or by the next Business Day;

(e) the word “month” means calendar month;

(f) the words “in writing” include any communication sent by letter or email or any other form of communication capable of being read by the recipient;

(g) a reference to any legislation or law includes subordinate legislation or law and all amendments, consolidations, replacements or re-enactments from time to time;

(h) the word “includes” and other similar words mean “includes without limitation”;

(i) a reference to $ or dollars refers to the currency of Australia from time to time; and

(j) no clause will be interpreted to the disadvantage of a Party merely because that Party drafted the clause or would otherwise benefit from it.

For any questions and notices, please contact us at:
Consolidated Productions Pty Ltd (ACN 064 788 263) trading as Community Care Toolkit
Email: hello@communitycaretooklit.com
Last update: 10 September 2019