These Terms and Conditions apply to Projectt Business Intelligence Service ("Projectt") and you ("customer"). If you are agreeing to this Agreement not as an individual but on behalf of your company, government, or other entity for which you are acting (for example, as an employee or governmental official), then "customer" means your entity and you are binding your entity to this Agreement.
The service ("Projectt") is provided by Red Ant Design PTY LTD (ABN 87 081 223 252)
By using Projectt you agree to the terms below. If you have any questions about these Terms please contact [email protected].
Red Ant reserves the right, at its sole discretion, to change, modify, add or remove portions of these Terms, at any time.
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Supply of services
Projectt will provide the Services described in this document to Customer in accordance with the Agreement.
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Agreement duration
The Agreement will apply until it is cancelled.
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Agreement creation
Customer agrees to the terms of the Agreement by using the Services.
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Payment calculation
The fees payable to Projectt in exchange for the Services will be charged according to our Pricing Page https://projectt.io/pricing
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Payment method
Customer authorises Projectt to effect payment of invoices via credit card every week.
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Failure to pay
If Customer fails to pay any amount due under the Agreement on time, Projectt may immediately, at its discretion charge Customer interest on the overdue amount at an interest rate equal to 4%.
If payment is overdue for longer than 1 week, Projectt may suspend the provision of the Services to Customer until the overdue payment is received.
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Confidentiality
Projectt will Keep Secret the Confidential Information of Customer for the term of the Agreement and use it only for providing the Service, however, Projectt may disclose Confidential Information to:
- sub-contractors that work with Projectt to fulfil obligations under the Agreement; and
- insurers
To ensure third party recipients keep the Confidential Information secret, Projectt will take reasonable steps.
Upon termination or cancellation of the Agreement, Projectt must return, or at the discretion of Customer destroy or delete all Confidential Information in its possession or control.
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Setup
Customers will be provided with Set Up Support based upon their chosen level of service. More information can be found https://projectt.io/pricing
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Support and maintenance
Projectt will provide support and maintenance to Customer at Projectt's discretion.
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Planned interruptions
Projectt may interrupt the provison of the Services with planned interruptions. You will be notified 24 hours prior to any planned interruptions.
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Unplanned interruption
Customer acknowledges that:
- interruptions as a result of third party suppliers to Projectt are beyond the control of Projectt; and
- the Services may occasionally be interrupted due to technical difficulties.
Projectt will use reasonable efforts to remedy interruptions to the Services as soon as reasonably practicable.
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Service accounts
Customer agrees to:
- provide accurate and complete information to Projectt to establish the Account;
- keep details used to access the Account secure and private; and
- notify Projectt in the event that the Account's security is compromised in any way.
Customer agrees that it will be responsible for the Account's activity, even if the Account is used in an unauthorised way by any other person.
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Privacy
Projectt will store and use the Personal Information of Customer in accordance with Projectt's Privacy Policy.
Customer is responsible for its own compliance with privacy law. Projectt does not promise that any use of the Services by Customer complies with any privacy law.
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Acceptable use
- Customer agrees to use the Service in accordance with the law at all times and only in ways that the Service was designed to be used.
- Customer agrees not to use the Service to communicate or store any Prohibited Information.
- Customer agrees not to use the Service such that the use interferes with Projectt's ability to provide the same service to other parties.
- The parties agree that a breach of this acceptable use clause gives Projectt the right to immediately suspend Customer's access to the Service until Projectt is reasonably satisfied that the use breaching this clause will be discontinued.
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Data rights
- Ownership of the Data remains with Customer.
- Customer provides an Expansive Licence over the Data to Projectt for the purpose of providing the Services and meeting any other obligations under the Agreement.
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Data disclosure
Projectt will Keep Secret the Data and use it only for the purpose of providing the Services, however, it reserves the right to disclose Data to:
- sub-contractors that work with Projectt to provide the Services;
- its professional advisers such as lawyers and accountants; and
- its insurers.
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Backup responsibility
Projectt does not offer backups of Data as a component of the Service.
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Intellectual property protection
Projectt reserves the right to alter any element of the Product IP at its discretion. Customer agrees not to reverse engineer any part of the Product IP.
- No licence or right is granted over any intellectual property in the Product IP unless explicitly described in the Agreement.
- Customer does not have any right to resell or sub-licence the Product IP unless the Agreement explicitly provides otherwise.
- If Customer provides Feedback to Projectt, Customer Transfers Intellectual Property Ownership in the Feedback (and any resulting enhancements to the Service) to Projectt.
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First party claim limits
Customer is Limited To Direct Loss Claims against Projectt in relation to the Agreement and Services (including for any Example Limitation Risks).
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Second party claim limits
Projectt is Limited To Direct Loss Claims against Customer in relation to the Agreement and Services (including for any Example Limitation Risks).
First party covering costs
Customer will Cover Direct Losses of Projectt arising from the risks described below, to the extent such losses are caused by the conduct of Customer.
Risks from data, including:
- breaches of privacy or data protection law;
- breach of any law in connection with spam;
- third party loss from the storage of third party data; and
- an individual pursuing a right under privacy or data protection law connected with conduct,
by Indemnifier in connection with the Agreement and Services.
Risks from software and network, including:
- digital security issues like software vulnerabilities and malware connected with conduct;
- inaccessibility of software or a network connected with conduct; and
- the use of software for unlawful conduct,
by Indemnifier in connection with the Agreement and Services.
Risks from intellectual property, including:
- infringement of third party intellectual property; and
- any third party claim or legal action for intellectual property infringement connected with conduct,
by Indemnifier in connection with the Agreement and Services.
Risks from the Agreement, including:
- negligence;
- third party reliance on the Agreement and Services resulting from conduct;
- any act or omission;
- delays; and
- breaches,
by Indemnifier in connection with the Agreement and Services.
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Second party covering costs
Projectt will Cover Direct Losses of Customer arising from the risks described below, to the extent such losses are caused by the conduct of Projectt.
Risks from data, including:
- breaches of privacy or data protection law;
- breach of any law in connection with spam;
- third party loss from the storage of third party data; and
- an individual pursuing a right under privacy or data protection law connected with conduct,
by Indemnifier in connection with the Agreement and Services.
Risks from software and network, including:
- digital security issues like software vulnerabilities and malware connected with conduct;
- inaccessibility of software or a network connected with conduct; and
- the use of software for unlawful conduct,
by Indemnifier in connection with the Agreement and Services.
Risks from intellectual property, including:
- infringement of third party intellectual property; and
- any third party claim or legal action for intellectual property infringement connected with conduct,
by Indemnifier in connection with the Agreement and Services.
Risks from the Agreement, including:
- negligence;
- third party reliance on the Agreement and Services resulting from conduct;
- any act or omission;
- delays; and
- breaches,
by Indemnifier in connection with the Agreement and Services.
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Agreement changes
Projectt may change the Agreement by notifying Customer in writing or by email. If Customer does not agree to the Agreement changes, Customer must cease using the Services.
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Cancellation for breach
Agreement can be cancelled immediately by either party if:
- either party notifies the other party of an Agreement breach; and
- 2 weeks after the breach notification, the Agreement breach is not remedied.
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Cancellation for convenience
Projectt will provide the Services described in this document to Customer in accordance with the Agreement.
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Document inconsistency resolution
This document will take precedence over the Work Specification to the full extent of any inconsistency between those documents.
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Boilerplate
Projectt will provide the Services described in this document to Customer in accordance with the Agreement.
Governing law
The governing law of the Agreement will be New South Wales, and the parties agree that this state will be the exclusive jurisdiction for any proceedings under the Agreement.
Communications
The parties may send Communications to other Agreement parties using the email addresses listed in the party details section of the Agreement.
Taxes
Customer will be liable for all duties and taxes connected with the Agreement, including any tax incurred under GST Law.
Independence
The parties enter the Agreement intending to be completely independent of each other, and not as a party to a joint venture, partnership or agency agreement.
Retrospectivity
The Agreement will apply retrospectively to anything (and any Indemnifier) provided by Projectt to Customer within the scope of the Agreement prior to the commencement of the Agreement, unless the parties agree otherwise in writing.
Agreement technicalities
The parties agree to:
- the Boilerplate Provisions; and
- the Interpretation Principles.
Defined words and phrases
Defined words and phrases are capitalised. Clauses with defined phrases will be read in such a way that the rights and obligations described by the defined phrase are incorporated by reference into the clause.
The text in a defined phrase is for convenience only and is not legally effective, however, the operation of the rights and obligations in the definition of the defined phrase will be determined by the other words in the clause incorporating the defined phrase.
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Definitions
Account, Accounts
means a digital account used by Customer for the purpose of the Services.
Agreement, Agreements
means the agreement arising between the parties in accordance with this document and the other documents referred to by this document.
Assignee, Assignees
means the party receiving ownership of the Intellectual Property Rights in the Provision.
Assignor, Assignors
means the party transferring ownership of the Intellectual Property Rights in the Provision.
Boilerplate Provisions
The following sections apply to the Agreement.
- Further assurances
- The parties agree to do everything required to give full effect to the Agreement.
- Entire agreement
The Agreement and any other document incorporated by reference constitute the entire legal agreement. The parties agree that they have not relied on any representation or statements outside the terms of the Agreement.
Counterparts
The documents constituting the Agreement may be executed in multiple counterparts. The counterparts will be read as one legal document.
Waiver
No right or obligation under the Agreement will be waived unless the waiver is explicitly waived in writing.
Severance
Any unenforceable or invalid term of the Agreement will only be severed to the extent of the unenforceability or invalidity without affecting any other term in the Agreement.
Binding on successors
The Agreement is binding on each party's successors and permitted assigns.
Agreement expenses
The parties will cover their own expenses in preparing the Agreement documents.
Communication, Communications
means any contractual communication in connection with the Agreement.
Compulsory Condition, Compulsory Conditions
means any condition, warranty or guarantee that the law does not permit to be limited or excluded (such as the consumer guarantees under the Competition and Consumer Act 2010 (Cth)).
Confidential Information
means all information:
- disclosed by the Disclosing Party to the Recipient Party; or
- which otherwise becomes to be known by the Recipient Party, that could reasonably be regarded as confidential to the Disclosing Party, and includes information relating to:
- technology, processes, products, inventions or designs used or developed by the Disclosing Party;
- trade secrets and know-how;
- customer lists and customer data; and
- commercially sensitive information.
Confidentiality Exception, Confidentiality Exceptions
means any exception to the Confidentiality Obligations set out in the Provision.
Confidentiality Obligation, Confidentiality Obligations
means the obligations regarding the Confidentiality Subject that are set out in the Module.
Confidentiality Period
means the Confidentiality Obligations period specified in the Provision, and if none is specified, 5 years from the end of the Agreement.
Confidentiality Purpose, Confidentiality Purposes
means the purpose for which the Recipient is allowed to use the Confidentiality Subject, as specified in the Provision.
Confidentiality Subject, Confidentiality Subjects
means the information described in the Provision, or any part of that information.
Consequential Loss, Consequential Losses
means any kind of consequential, special, incidental or indirect loss, including loss of profits, loss of revenue, expenses incurred, pure economic loss, loss of opportunity and any kind of punitive or exemplary loss or damages.
Cost, Costs
means any cost, expense, loss, damage, claim, demand, proceeding, judgment, settlement, lawyer or attorney's fees, court cost, or other liability, whether arising under contract law, tort law, legislation or otherwise.
Cover Direct Losses
Application of Indemnity
- The Indemnities are subject to the application of any Compulsory Conditions.
- To the fullest extent permitted by the law, the Indemnifying Party indemnifies the Indemnified Party and its directors, employees, agents and assigns, for all Costs suffered by them in connection with each of the Indemnified Risks, with the exception of Consequential Loss.
Scope of Indemnities
- The Indemnified Party must use reasonable endeavours to mitigate any Cost that arises that is subject to an Indemnity.
- The Indemnity will not apply to Costs that are the subject of an Indemnity Exception, to the extent of that Indemnity Exception.
Separate Indemnities
Each Indemnified Risk described in the Provision will give rise to a separate indemnity in relation to that Indemnified Risk on the terms and conditions of the Module.
Indemnity details
Any Indemnity created by the Provision:
- will survive the termination of the Agreement; and
- will be additional to any contractual damages that the Indemnified Party might otherwise be entitled to claim.
Unless otherwise stated in the Provision, the Indemnified Party and Indemnifying Party agree that the Indemnified Party may make a claim under any Indemnity before any liability is crystallised, loss sustained or cost incurred.
Data
means any data or information conveyed to the Service by Customer.
Discloser, Disclosers
means the party or parties identified in the Provision as the party to whom Confidentiality Obligations are owed.
Disclosing Party, Disclosing Parties
means the party disclosing Confidential Information under the Agreement.
Example Limitation Risk, Example Limitation Risks
means any liabilities arising from the risks described below.
Risks from advice, including:
- reliance on advice or opinions in whatever form;
- incorrect technical advice or data; and
- failure to provide correct information.
Risks from data, including:
- breach of privacy or data protection law;
- digital security issues like malware;
- breach of any law in connection with spam;
- the storage of any third party data; and
- corrupted or lost data.
Risks from software and network, including:
- digital security issues like software vulnerabilities;
- software in a testing phase like (or analogous to) beta and alpha software;
- software or network that's inaccessible for any reason;
- faulty technical data created by software;
- the use of software for unlawful activity; and
- failure of any software, hardware or network components provided by a third party.
Risks from intellectual property, including:
- risks relating to infringement of third party intellectual property; and
- any third party claim or legal action for intellectual property infringement.
Risks from the Agreement, including:
- negligence connected with the Agreement and its subject matter;
- third party reliance on the subject matter of the agreement;
- any act or omission connected with the Agreement;
- any delay connected with the Agreement; and
- breaches of the Agreement.
Expansive Licence, Expansive Licences
The Licensor grants the Licensee a licence to the Intellectual Property Rights in the Licence Subject for the Licence Purpose. Unless otherwise specified in the Provision the licence is:
- irrevocable;
- transferrable;
- sub-licensable;
- perpetual;
- non-exclusive;
- royalty free; and
- global.
Where there is a Licence Exception, the licence of Intellectual Property Rights above will not apply to the subject of the Licence Exception.
The licence granted above will be subject to any terms and conditions specified in the Provision.
Licensor warrants that the Licensee's legitimate exercise of the licensed Intellectual Property Rights for the Licence Purpose will not infringe the rights of any third party.
Licensor warrants that it will give and obtain any Moral Rights waivers and consents necessary to ensure the Licensee can use the Intellectual Property Rights for the Licence Purpose without infringing Moral Rights.
Feedback
means any comments or suggestions on the Service by Customer resulting from use of the Services by Customer.
GST Law, GST Laws
means the A New Tax System (Goods and services Tax) Act 1999 (Cth).
Indemnified Party, Indemnified Parties
means the party who is indemnified under the Provision.
Indemnified Risk, Indemnified Risks
means the areas of risk or potential liability described in the Provision.
Indemnifier
means the party or parties providing an indemnity under the clause using this definition, and if that is not applicable, the party or parties providing indemnities under the Agreement.
Indemnity, Indemnities
means any indemnity created via the operation of the Provision and the Module.
Indemnity Exception, Indemnity Exceptions
means any exception described in the Provision to any Indemnity, Indemnities or Indemnified Risk.
Intellectual Property Right, Intellectual Property Rights
means, with the exception of moral rights and other inalienable rights, all right, title and interest, in each of the following in Australia and throughout the world, whether registered, unregistered or pending registration, and whether conferred by statute, common law, equity or otherwise:
- copyright;
- rade marks;
- trade names, brand names or indications of source, appellation or origin;
- inventions including patents, utility patents, patent applications, utility patent applications, and utility models;
- circuit layout designs;
- registered or unregistered designs;
- rights in databases;
- topography rights;
- design rights;
- plant variety and plant breeder rights;
- domain name registrations;
- confidential information, trade secrets, and know how;
- any other intellectual property as defined in Article 2 of the Convention establishing the World Intellectual Property Organisation of July 1967;
- any application for the registration of any of the above, and any rights to make such an application;
- any right to take action to enforce any of the above rights; and
- any licence from a third party to use any of the above.
Interpretation Principles
Unless the terms and conditions of the Agreement explicitly state otherwise, the Agreement will be interpreted as follows:
Parties
- a reference to a party includes that party's permitted assigns, administrators, successors, executors, legal representatives and any novated party;
- any reference to a trustee includes any substituted or additional trustee;
Grammatical Forms
- unless used for the usual grammatical purpose, inverted commas around a term indicate industry jargon that will be interpreted according to how that term would be understood by an individual with expertise in the relevant industry;
- "including", "includes" or any derivation of those words does not limit the matter in question to the things specifically mentioned in the applicable context;
- where a term is defined, other grammatical forms of that term will be taken to have the same meaning;
- headings are for convenience and will not affect interpretation;
- words in the singular will be taken to include the plural and also the opposite;
- "$" means the Australian dollar;
Document References
- a document referenced by the Agreement will not take precedence over the referencing document;
- when any kind of legislative instrument is referenced, the reference will be taken to be that instrument as updated or substituted for by the legislative body in any way;
- where a “URL” is mentioned, the non-operation of the “URL” will not render the rights and obligations associated with it invalid;
- any referenced digital resource may be replaced with another digital resource that is a “copy” of the original resource;
Rights and Obligations
- a reference to a party's conduct includes omissions as well as acts;
- if a party is described as having discretion in a matter, the discretion in that matter will be interpreted as sole and absolute; and
- where a party is required to do "anything necessary", this includes executing agreements and other legal instruments.
Keep Secret
Obligation of confidentiality
- Recipient agrees to use the Confidentiality Subject solely for the
Confidentiality Purpose.
Recipient agrees to keep the Confidentiality Subject strictly confidential for the Confidentiality Period.
Standard of confidentiality
Recipient agrees to:
- use industry standard security techniques to prevent;
- immediately notify Discloser of;
- comply with Discloser's reasonable instructions regarding; and
- use its best endeavours to mitigate the effects of,
- any unauthorised access to or use of the Confidentiality Subject for which Recipient is responsible in whole or in part.
Permitted disclosures
- Recipient may disclose the Confidentiality Subject to professional advisors, like lawyers or accountants, but only to the extent necessary for the Confidentiality Purpose.
- Recipient may disclose the Confidentiality Subject if it is, or subsequently comes to be, publicly known through no fault, act, or omission on the part of Recipient;
- Recipient is also permitted to disclose the Confidentiality Subject if:
- the disclosure is necessary in order to enforce the Agreement; or
- the disclosure is required by law or a binding order of a government agency or court, but Recipient must not make such a disclosure without first notifying Discloser and giving Discloser a reasonable opportunity to object to the disclosure.
- Recipient must comply with Discloser's reasonable requests with regard to any permitted disclosure.
- Recipient must use reasonable endeavours to ensure any person receiving the Confidentiality Subject through a permitted disclosure will treat it confidentially, and under substantially the same obligations as the Confidentiality Obligations.
Exceptions
Where there is a Confidentiality Exception, the Confidentiality Obligations will not apply to the extent of the Confidentiality Exception.
Damages not an adequate remedy
The parties agree that:
- the value of keeping the Confidentiality Subject confidential is difficult to assess; and
- damages would not be an adequate remedy for the irreparable harm that would be caused by the Recipient's breach of the Confidentiality Obligations.
If Recipient actually breaches or threatens to breach the Confidentiality Obligations, Discloser will be entitled to enforce Recipient's Confidentiality Obligations by injunctive relief or specific performance, in addition to any other available remedy. The Discloser will not be required to prove actual or special damage in order to do so.
Mutual obligations
The Confidentiality Obligations may be mutual so that, if specified in the Provision, each party to the Agreement may simultaneously be a Discloser with respect to its own Confidentiality Subject and a Recipient with respect to another party's Confidentiality Subject.
Licence Exception, Licence Exceptions
means the exception to the licence of Intellectual Property Rights.
Licence Purpose, Licence Purposes
means the purpose for using the Intellectual Property Rights specified in the Provision or, if no purpose is specified, then any purpose.
Licence Subject, Licence Subjects
means the subject(s) of the licence of Intellectual Property Rights.
Licensee, Licensees
means the party to whom Intellectual Property Rights are licensed in the Provision.
Licensor, Licensors
means the party licensing the Intellectual Property Rights in the Provision.
Limitation Exception, Limitation Exceptions
means the exception to the limitation of liability in the Module that the Provision may or may not describe.
Limitation Risk, Limitation Risks
means the risks that may cause liability described in the Provision.
Limitation Subject, Limitation Subjects
means the subject(s) of the limitation of liability in the Provision (if any).
Limited Party, Limited Parties
means the party whose ability to recover Costs is limited by the limitation of liability in the Provision.
Limited To Direct Loss Claims
Limiting Party will be liable to Limited Party for liabilities arising directly from the Limiting Party and Limited Party dealings in relation to the Limitation Subject, however, to the fullest extent permitted by law, Limiting Party excludes any liability for Consequential Loss to Limited Party in relation to any liabilities connected directly or indirectly with the Limiting Party and Limited Party dealings in relation to the Limitation Subject, including liabilities based on:
- contract law;
- tort law; or
- legislation,
and including liabilities caused by the Limitation Risks.
Where there is a Limitation Exception, this limitation of liability does not apply to the subject of the Limitation Exception.
Indemnities not limited
The foregoing limitation of liability will not apply to indemnities given by Limiting Party to Limited Party under the Agreement.
Implied conditions
To the fullest extent permitted by the law, all terms and conditions implied by any other source of law in relation to dealings between the Limiting Party and the Limited Party in respect of the Limitation Subject are excluded from the Agreement.
Limiting Party, Limiting Parties
means the party relying on the limitation of liability in the Provision.
Module
means the module of terms and conditions imported with a defined phrase by the relevant Provision.
Moral Right, Moral Rights
means the rights commonly referred to as “moral rights”, such as the right of attribution, which are recognised in the jurisdiction of the Agreement.
Personal Information
means any information that is categorised as "personal information" under privacy law.
Privacy Policy
means Projectt's privacy policy published at https://projectt.io/privacy.
Product IP
means the Intellectual Property in the Service.
Prohibited Information
means information:
- that could reasonably be considered racist or hate speech;
- that infringes the intellectual property rights of a third party;
- to harass any third party;
- that is pornographic in nature;
- that could reasonably be categorised as "malware"; or
- that is unlawful.
Provision, Provisions
means, in relation to a particular instance of a defined phrase, the provision in the Agreement that uses the defined phrase.
Recipient, Recipients
means the party or parties identified in the Provision as owing Confidentiality Obligations to the other party or parties.
Recipient Party, Recipient Parties
means the party that receives Confidential Information from the Disclosing Party.
Service, Services
means Projectt, software for Project Management and Business Intelligence, provided by Projectt.
Transfer Exception, Transfer Exceptions
means the exception to the transfer of Intellectual Property Rights.
Transfer Intellectual Property Ownership, Transfers Intellectual Property Ownership
Assignor assigns all current and future Intellectual Property Rights in the Transfer Subject to Assignee.
- The assignment is global unless the Provision specifies a particular territory for the assignment, in which case the Intellectual Property Rights are assigned in that territory only.
- Assignor warrants and represents to Assignee that it has the right to transfer the Intellectual Property Rights under this clause and that the Assignee's legitimate exercise of the assigned Intellectual Property Rights will not infringe the rights of any third party.
- Assignor agrees to do all things necessary to give effect to the foregoing assignment of Intellectual Property Rights.
- Assignor gives (and where it does not hold the relevant Moral Rights warrants that it will obtain) any Moral Rights waivers and consents necessary to ensure the Assignee can deal in the Intellectual Property Rights in the Transfer Subject in accordance with this clause without infringing Moral Rights.
- Where there is a Transfer Exception, the transfer of Intellectual Property Rights and obligations in relation to Moral Rights in the subclauses above will not apply to the subject of the Transfer Exception.
Transfer Subject, Transfer Subjects
means the subject(s) of the transfer of Intellectual Property Rights in the Provision.
Work Specification, Work Specifications
means any agreement in writing by the parties setting out the services to be delivered by Projectt to Customer, whether contained in one document or multiple documents.