Discover the terms that govern our Building Inspection App use.
Essential for smooth, compliant operations.
The words of which the initial letter is capitalized have meanings defined under the following conditions.
The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.
For the purposes of these Terms and Conditions:
These are the Terms and Conditions governing the use of this Service and the agreement that operates between You and the Company. These Terms and Conditions set out the rights and obligations of all users regarding the use of the Service.
Your access to and use of the Service is conditioned on Your acceptance of and compliance with these Terms and Conditions. These Terms and Conditions apply to all visitors, users and others who access or use the Service.
By accessing or using the Service You agree to be bound by these Terms and Conditions. If You disagree with any part of these Terms and Conditions then You may not access the Service.
Your access to and use of the Service is also conditioned on Your acceptance of and compliance with the Privacy Policy of the Company. Our Privacy Policy describes Our policies and procedures on the collection, use and disclosure of Your personal information when You use the Application or the Website and tells You about Your privacy rights and how the law protects You. Please read Our Privacy Policy carefully before using Our Service.
The Service or some parts of the Service are available only with a paid Subscription. You will be billed in advance on a recurring and periodic basis (such as daily, weekly, monthly or annually), depending on the type of Subscription plan you select when purchasing the Subscription.
At the end of each period, Your Subscription will automatically renew under the exact same conditions unless You cancel it or the Company cancels it.
You may cancel Your Subscription renewal either through Your Account settings page or by contacting the Company.
You will not receive a refund for the fees You already paid for Your current Subscription period and You will be able to access the Service until the end of Your current Subscription period.
You shall provide the Company with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information.
Should automatic billing fail to occur for any reason, the Company will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.
The Company, in its sole discretion and at any time, may modify the Subscription fees. Any Subscription fee change will become effective at the end of the then-current Subscription period.
The Company will provide You with reasonable prior notice of any change in Subscription fees to give You an opportunity to terminate Your Subscription before such change becomes effective.
Your continued use of the Service after the Subscription fee change comes into effect constitutes Your agreement to pay the modified Subscription fee amount.
Except when required by law, paid Subscription fees are non-refundable.
Certain refund requests for Subscriptions may be considered by the Company on a case-by-case basis and granted at the sole discretion of the Company.
The Company may, at its sole discretion, offer a Subscription with a Free trial for a limited period of time.
You may be required to enter Your billing information in order to sign up for the Free trial.
If You do enter Your billing information when signing up for a Free Trial, You will not be charged by the Company until the Free trial has expired. On the last day of the Free Trial period, unless You cancelled Your Subscription, You will be automatically charged the applicable Subscription fees for the type of Subscription You have selected.
At any time and without notice, the Company reserves the right to (i) modify the terms and conditions of the Free Trial offer, or (ii) cancel such Free trial offer.
Any Promotions made available through the Service may be governed by rules that are separate from these Terms.
If You participate in any Promotions, please review the applicable rules as well as our Privacy policy. If the rules for a Promotion conflict with these Terms, the Promotion rules will apply.
When You create an account with Us, You must provide Us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of Your account on Our Service.
You are responsible for safeguarding the password that You use to access the Service and for any activities or actions under Your password, whether Your password is with Our Service or a Third-Party Social Media Service.
You agree not to disclose Your password to any third party. You must notify Us immediately upon becoming aware of any breach of security or unauthorized use of Your account.
You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than You without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.
Our Service allows You to post Content. You are responsible for the Content that You post to the Service, including its legality, reliability, and appropriateness.
By posting Content to the Service, You grant Us the right and license to use such Content on and through the Service. You retain any and all of Your rights to any Content You submit, post or display on or through the Service and You are responsible for protecting those rights.
You represent and warrant that: (i) the Content is Yours (You own it) or You have the right to use it and grant Us the rights and license as provided in these Terms, and (ii) the posting of Your Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person.
The Company is not responsible for the content of the Service’s users. You expressly understand and agree that You are solely responsible for the Content and for all activity that occurs under your account, whether done so by You or any third person using Your account.
You may not transmit any Content that is unlawful, offensive, upsetting, intended to disgust, threatening, libelous, defamatory, obscene or otherwise objectionable. Examples of such objectionable Content include, but are not limited to, the following:
The Company reserves the right, but not the obligation, to, in its sole discretion, determine whether or not any Content is appropriate and complies with this Terms, refuse or remove this Content. The Company further reserves the right to make formatting and edits and change the manner any Content. The Company can also limit or revoke the use of the Service if You post such objectionable Content.
As the Company cannot control all content posted by users and/or third parties on the Service, you agree to use the Service at your own risk. You understand that by using the Service You may be exposed to content that You may find offensive, indecent, incorrect or objectionable, and You agree that under no circumstances will the Company be liable in any way for any content, including any errors or omissions in any content, or any loss or damage of any kind incurred as a result of your use of any content.
Although regular backups of Content are performed, the Company do not guarantee there will be no loss or corruption of data.
Corrupt or invalid backup points may be caused by, without limitation, Content that is corrupted prior to being backed up or that changes during the time a backup is performed.
The Company will provide support and attempt to troubleshoot any known or discovered issues that may affect the backups of Content. But You acknowledge that the Company has no liability related to the integrity of Content or the failure to successfully restore Content to a usable state.
We respect the intellectual property rights of others. It is Our policy to respond to any claim that Content posted on the Service infringes a copyright or other intellectual property infringement of any person.
If You are a copyright owner, or authorized on behalf of one, and You believe that the copyrighted work has been copied in a way that constitutes copyright infringement that is taking place through the Service, You must submit Your notice in writing to the attention of our copyright agent via email at security@formitize.com and include in Your notice a detailed description of the alleged infringement.
You may be held accountable for damages (including costs and attorneys’ fees) for misrepresenting that any Content is infringing Your copyright.
You may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
You can contact our copyright agent via email at security@formitize.com.
Upon receipt of a notification, the Company will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged content from the Service.
The Service and its original content (excluding Content provided by You or other users), features and functionality are and will remain the exclusive property of the Company and its licensors.
The Service is protected by copyright, trademark, and other laws of both the Country and foreign countries.
Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of the Company.
You assign all rights, title and interest in any Feedback You provide the Company. If for any reason such assignment is ineffective, You agree to grant the Company a non-exclusive, perpetual, irrevocable, royalty free, worldwide right and licence to use, reproduce, disclose, sub-licence, distribute, modify and exploit such Feedback without restriction.
Our Service may contain links to third-party web sites or services that are not owned or controlled by the Company.
The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such web sites or services.
We strongly advise You to read the terms and conditions and privacy policies of any third-party web sites or services that You visit.
We may terminate or suspend Your Account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if You breach these Terms and Conditions.
Upon termination, Your right to use the Service will cease immediately. If You wish to terminate Your Account, You may simply discontinue using the Service.
Notwithstanding any damages that You might incur, the entire liability of the Company and any of its suppliers under any provision of this Terms and Your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by You through the Service or 100 USD if You haven’t purchased anything through the Service.
To the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Service, third-party software and/or third-party hardware used with the Service, or otherwise in connection with any provision of this Terms), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.
Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. In these states, each party’s liability will be limited to the greatest extent permitted by law.
The Service is provided to You “AS IS” and “AS AVAILABLE” and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Service, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Service will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.
Without limiting the foregoing, neither the Company nor any of the company’s provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, content, and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.
Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.
The laws of the Country, excluding its conflicts of law rules, shall govern this Terms and Your use of the Service. Your use of the Application may also be subject to other local, state, national, or international laws.
If You have any concern or dispute about the Service, You agree to first try to resolve the dispute informally by contacting the Company.
If You are a European Union consumer, you will benefit from any mandatory provisions of the law of the country in which you are resident in.
If You are a U.S. federal government end user, our Service is a “Commercial Item” as that term is defined at 48 C.F.R. §2.101.
You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a “terrorist supporting” country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.
If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Terms shall not effect a party’s ability to exercise such right or require such performance at any time thereafter nor shall be the waiver of a breach constitute a waiver of any subsequent breach.
These Terms and Conditions may have been translated if We have made them available to You on our Service.
You agree that the original English text shall prevail in the case of a dispute.
We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is material We will make reasonable efforts to provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion.
By continuing to access or use Our Service after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the website and the Service.
If you have any questions about these Terms and Conditions, You can contact us:
The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural
For the purposes of this Privacy Policy:
While using Our Service, We may ask You to provide Us with certain personally identifiable information that can be used to contact or identify You. Personally identifiable information may include, but is not limited to:
When You pay for a product and/or a service via bank transfer, We may ask You to provide information to facilitate this transaction and to verify Your identity. Such information may include, without limitation:
Usage Data is collected automatically when using the Service.
Usage Data may include information such as Your Device’s Internet Protocol address (e.g. IP address), browser type, browser version, the pages of our Service that You visit, the time and date of Your visit, the time spent on those pages, unique device identifiers and other diagnostic data.
When You access the Service by or through a mobile device, We may collect certain information automatically, including, but not limited to, the type of mobile device You use, Your mobile device unique ID, the IP address of Your mobile device, Your mobile operating system, the type of mobile Internet browser You use, unique device identifiers and other diagnostic data.
We may also collect information that Your browser sends whenever You visit our Service or when You access the Service by or through a mobile device.
The Company allows You to create an account and log in to use the Service through the following Third-party Social Media Services:
If you decide to register through or otherwise grant us access to a Third-Party Social Media Service, We may collect Personal data that is already associated with Your Third-Party Social Media Service’s account, such as Your name, Your email address, Your activities or Your contact list associated with that account.
You may also have the option of sharing additional information with the Company through Your Third-Party Social Media Service’s account. If You choose to provide such information and Personal Data, during registration or otherwise, You are giving the Company permission to use, share, and store it in a manner consistent with this Privacy Policy.
While using Our Application, in order to provide features of Our Application, We may collect, with your prior permission:
We use this information to provide features of Our Service, to improve and customize Our Service. The information may be uploaded to the Company’s servers and/or a Service Provider’s server or it be simply stored on Your device.
You can enable or disable access to this information at any time, through Your Device settings. You can also enable or disable location services when You use Our Service at any time, through Your Device settings.
The Company may use Personal Data for the following purposes:
We may share your personal information in the following situations:
The Company will retain Your Personal Data only for as long as is necessary for the purposes set out in this Privacy Policy. We will retain and use Your Personal Data to the extent necessary to comply with our legal obligations (for example, if we are required to retain your data to comply with applicable laws), resolve disputes, and enforce our legal agreements and policies.
The Company will also retain Usage Data for internal analysis purposes. Usage Data is generally retained for a shorter period of time, except when this data is used to strengthen the security or to improve the functionality of Our Service, or We are legally obligated to retain this data for longer time periods.
Your information, including Personal Data, is processed at the Company’s operating offices and in any other places where the parties involved in the processing are located. It means that this information may be transferred to — and maintained on — computers located outside of Your state, province, country or other governmental jurisdiction where the data protection laws may differ than those from Your jurisdiction.
Your consent to this Privacy Policy followed by Your submission of such information represents Your agreement to that transfer.
The Company will take all steps reasonably necessary to ensure that Your data is treated securely and in accordance with this Privacy Policy and no transfer of Your Personal Data will take place to an organization or a country unless there are adequate controls in place including the security of Your data and other personal information.
If the Company is involved in a merger, acquisition or asset sale, Your Personal Data may be transferred. We will provide notice before Your Personal Data is transferred and becomes subject to a different Privacy Policy.
Under certain circumstances, the Company may be required to disclose Your Personal Data if required to do so by law or in response to valid requests by public authorities (e.g. a court or a government agency).
The Company may disclose Your Personal Data in the good faith belief that such action is necessary to:
The security of Your Personal Data is important to Us, but remember that no method of transmission over the Internet, or method of electronic storage is 100% secure. While We strive to use commercially acceptable means to protect Your Personal Data, We cannot guarantee its absolute security.
Service Providers have access to Your Personal Data only to perform their tasks on Our behalf and are obligated not to disclose or use it for any other purpose.
We may use third-party Service providers to monitor and analyze the use of our Service.
We may use Your Personal Data to contact You with newsletters, marketing or promotional materials and other information that may be of interest to You. You may opt-out of receiving any, or all, of these communications from Us by following the unsubscribe link or instructions provided in any email We send or by contacting Us.
We may use Email Marketing Service Providers to manage and send emails to You.
GetResponseGetResponse is an email marketing sending service provided by GetResponse.For more information on the privacy practices of GetResponse, please visit their Privacy policy: https://www.getresponse.com/legal/privacy.html
The Company uses remarketing services to advertise on third party websites to You after You visited our Service. We and Our third-party vendors use cookies to inform, optimize and serve ads based on Your past visits to our Service.
We may provide paid products and/or services within the Service. In that case, we may use third-party services for payment processing (e.g. payment processors).
We will not store or collect Your payment card details. That information is provided directly to Our third-party payment processors whose use of Your personal information is governed by their Privacy Policy. These payment processors adhere to the standards set by PCI-DSS as managed by the PCI Security Standards Council, which is a joint effort of brands like Visa, Mastercard, American Express and Discover. PCI-DSS requirements help ensure the secure handling of payment information.
When You use Our Service to pay a product and/or service via bank transfer, We may ask You to provide information to facilitate this transaction and to verify Your identity
We may use third-party Service Providers to provide better improvement of our Service.
Under this Privacy Policy, and by law if You are a resident of California, You have the following rights:
In order to exercise any of Your rights under the CCPA, and if you are a California resident, You can email or call us or visit our “Do Not Sell My Personal Information” section or web page.
The Company will disclose and deliver the required information free of charge within 45 days of receiving Your verifiable request. The time period to provide the required information may be extended once by an additional 45 days when reasonable necessary and with prior notice.
We do not sell personal information. However, the Service Providers we partner with (for example, our advertising partners) may use technology on the Service that “sells” personal information as defined by the CCPA law.
If you wish to opt out of the use of your personal information for interest-based advertising purposes and these potential sales as defined under CCPA law, you may do so by following the instructions below.
Please note that any opt out is specific to the browser You use. You may need to opt out on every browser that you use.
You can opt out of receiving ads that are personalized as served by our Service Providers by following our instructions presented on the Service:
The opt out will place a cookie on Your computer that is unique to the browser You use to opt out. If you change browsers or delete the cookies saved by your browser, you will need to opt out again.
Your mobile device may give you the ability to opt out of the use of information about the apps you use in order to serve you ads that are targeted to your interests:
You can also stop the collection of location information from Your mobile device by changing the preferences on your mobile device.
Our Service does not respond to Do Not Track signals.
However, some third party websites do keep track of Your browsing activities. If You are visiting such websites, You can set Your preferences in Your web browser to inform websites that You do not want to be tracked. You can enable or disable DNT by visiting the preferences or settings page of Your web browser.
Our Service does not address anyone under the age of 13. We do not knowingly collect personally identifiable information from anyone under the age of 13. If You are a parent or guardian and You are aware that Your child has provided Us with Personal Data, please contact Us. If We become aware that We have collected Personal Data from anyone under the age of 13 without verification of parental consent, We take steps to remove that information from Our servers.
If We need to rely on consent as a legal basis for processing Your information and Your country requires consent from a parent, We may require Your parent’s consent before We collect and use that information.
Our Service may contain links to other websites that are not operated by Us. If You click on a third party link, You will be directed to that third party’s site. We strongly advise You to review the Privacy Policy of every site You visit.
We have no control over and assume no responsibility for the content, privacy policies or practices of any third party sites or services.
We may update our Privacy Policy from time to time. We will notify You of any changes by posting the new Privacy Policy on this page.
We will let You know via email and/or a prominent notice on Our Service, prior to the change becoming effective and update the “Last updated” date at the top of this Privacy Policy.
You are advised to review this Privacy Policy periodically for any changes. Changes to this Privacy Policy are effective when they are posted on this page.
If you have any questions about this Privacy Policy, You can contact us:
Last Updated: August 21st 2025
Welcome to Formitize. Please read these General Terms and Conditions carefully before using the Formitize Service.
The following are the terms and conditions for use of the Formitize service (the Service) between Mobile Interactive Technologies Pty Ltd (Formitize) and you (either an individual or a legal entity that you represent as an authorised employee or agent (You)).
These Terms are binding on any use of the Service and apply to You from the time that Formitize provides You with access to the Service. 2 By registering to use the Service, You acknowledge that You have read, understood, and agreed to these Terms and have the authority to act on behalf of any person or entity for whom You are using the Service.
Unless the context requires otherwise, in this agreement words beginning with a capital letter that are defined in Part 1 of Schedule 1 have the meaning ascribed to them in that schedule.
The interpretational rules contained in Part 2 of Schedule 1 apply in the interpretation of this agreement. 3 Agreement
(1) Formitize is only responsible to provide the Services as set out in the Registration Form.
(2) The agreement between Formitize and the Client with respect to the Services comprises the Registration Form, these general terms and conditions and any document expressly incorporated by reference into these general terms and conditions (‘this agreement’).
(3) In the event of any conflict or inconsistency between the documents comprising this agreement, these general terms and conditions will prevail to the extent of such conflict or inconsistency.
(1) Formitize may offer a free trial period for a new Client. During the free trial period, the Client will have access to the Services without charge. The length of the free trial will be specified in the Registration Form.
(2) The Client may terminate the Services during the free trial period by providing written notice to Formitize or using any electronic termination feature offered within the Services. If the Client terminates the Services before the free trial period ends, no Fees will be incurred by the Client.
(3) If the Client does not terminate the Services before the free trial period ends, the Services will automatically convert to paid Services for the Services Period. The Client acknowledges and agrees that its supplied payment method will be charged the applicable Fees and the Client will be committed to the full Services Period.
(4) Formitize reserves the right to modify or terminate a free trial offer at any time.
This agreement commences on the earlier of the Client:
(1) confirming in writing that it accepts this agreement;
(2) registering an Account;
(3) accessing or using the Services; and
(4) making payment of any Fees to Formitize,
and continues until this agreement is terminated in accordance with clause 21.
(1) The Services will be supplied by Formitize for the Services Period.
(2) Unless the Client terminates this agreement in accordance with clause 21 prior to the end of the then current Services Period, the Services Period will automatically renew for successive periods under the same terms.
(1) In consideration for the payment of the Fees by the Client, Formitize will provide the Services to the Client in accordance with this agreement.
(2) Formitize must:
(a) comply with all applicable laws in the performance of its obligations under this agreement; and
(b) deliver the Services to a standard of skill, care and diligence expected for services of a similar nature to the Services.
(3) The Client acknowledges and agrees that Formitize will determine at its absolute discretion the Personnel who carry out the Services.
(1) If this agreement expresses a time within or by which the Services are to be provided, such times are an estimate only and not a guarantee of the supply of the Services by the specified times.
(2) Formitize will not be liable to the Client as a result of Formitize’s failure to supply any Services by any specified date(s) and time(s) and the Client will have no Claim against Formitize with respect to such failure or delay.
(1) The Client may request variations to the scope of the Services by giving Formitize written notice of the proposed variations (Variation Request).
(2) A Variation Request will have no effect unless or until accepted by the Client and Formitize in writing.
(3) The Client acknowledges and agrees that variations to the scope of the Services may be subject to an increase in the Fees. Formitize will provide the Client with a written estimate of applicable increases in the Fees upon receipt of a Variation Request.
(1) Formitize will, as part of the Services, supply the Client with the relevant software as a service (SaaS) solution as particularised in the Registration Form (SaaS).
(2) During the term of this agreement and subject to the Client’s compliance with this agreement, Formitize grants the Client and its Authorised Users a limited, non-exclusive, non-transferable, non-sublicensable and revocable licence to access and use the SaaS solely for the Client’s business purposes and pursuant to the terms of this agreement (SaaS Licence).
The Client must not and must ensure that each Authorised User and the Client’s Personnel do not:
(1) access or use the SaaS except as permitted by the SaaS Licence and only through Formitize’s interface;
(2) access or use the SaaS in a way that is in breach of any law or infringes the rights of any person;
(3) interfere with or interrupt the supply of the SaaS or the Formitize Environment or any other persons access to or use of the SaaS;
(4) introduce into the SaaS or the Formitize Environment any computer program or virus or other code that is harmful, destructive, disabling or which assists in or enables theft, alternation, denial of service, unauthorised access to or disclosure, destruction or corruption of information or data;
(5) directly or indirectly use, copy, decompile or reverse engineer the SaaS;
(6) use the SaaS to carry out security breaches or disruptions of a network;
(7) alter or modify the SaaS in any way that is not contemplated by the purposes of the Services;
(8) attempt to access any data or log into any server or account that the person is not expressly authorised to access;
(9) circumvent user authentication or security of any of the Formitize Environment; and
(10) access or use the SaaS to transmit, publish or communicate material that is, defamatory, offensive, abusive, indecent, menacing, harassing or unwanted.
(1) Formitize will use its best endeavours to make the SaaS available at all times during the term of this agreement.
(2) From time to time, Formitize may perform such reasonable maintenance and updates in relation to the SaaS (including to vary the functionality, features, performance and other characteristics and capabilities of the SaaS).
(3) The Client acknowledges and agrees that access to, or the functionality of all or part of the SaaS, may need to be suspended for a time in order for Formitize to perform the maintenance and updates.
(4) To the maximum extent permitted by law, Formitize will not be liable to the Client for any interruptions or downtime to the SaaS as a result of any maintenance or updates.
(1) The Client must have an Account in order to access and use the SaaS.
(2) Each Authorised User will require a login linked to the Account in order to access and use the SaaS.
(3) The Client:
(a) must ensure that any information provided to Formitize in connection with any Account is accurate and complete; and
(b) warrants that it is authorised to provide that information.
(4) The Client and each Authorised User must:
(a) keep the Account and login details secure and confidential at all times;
(b) not allow others to access or use the Account and login details; and
(c) immediately inform Formitize of any unauthorised or suspected authorised access to the Account and/or login details.
(1) Formitize will provide each Authorised User with access to the SaaS.
(2) The Client must ensure that each Authorised User complies with the terms of this agreement and the Client is solely responsible for, and bears all risk with respect to, the acts and omissions of its Authorised Users (and other Personnel) in connection with their access to and use of the SaaS.
(3) Each Authorised User is only permitted to have one (1) active screen session at any time.
(4) Formitize may implement security measures with respect to the SaaS and Account from time to time, including multi-factor authentication, device authentication, or session monitoring and the Client will be notified of such through Guidelines issued by Formitize from time to time.
(5) Any request by the Client to change the Authorised Users permitted to use the SaaS will be subject to a Variation Request pursuant to clause 6.3. 9 Artificial Intelligence
The Client acknowledges and agrees that:
(1) the Services may incorporate artificial intelligence (AI) components;
(2) outputs generated by any AI components may not always be complete, accurate or appropriate and is provided on an ‘as is’ basis;
(3) Formitize makes no warranties or representations regarding the performance, accuracy or reliability of AI generated outputs;
(4) any recommendations or insights produced by the AI functionality are for informational purposes only and should not be construed as professional, legal, financial, or other advice; and
(5) it is solely responsible for verifying the accuracy and suitability of any AI generated output before relying on it.
(1) If the Services includes support services for the SaaS (as detailed in the Registration Form) (Support Services) and the Client requires those Support Services, the Client must place a written request with Formitize via the designated channels.
(2) Formitize will use its best endeavours to make the Support Services available to the Client within the response times as advised by Formitize to the Client from time to time during the term of this agreement.
(3) The Client agrees to reasonably use the Support Services. Where Formitize considers the Client’s usage of the Support Services to be unreasonable, Formitize may:
(a) adjust its response times for Support Services; and/or
(b) vary the Fees to reflect the Client’s increased use of the Support Services, effective on and from Formitize giving the Client written notice.
(1) The Services provided by Formitize may include, rely upon, interact with, or be subject to a product and/or service provided by a third party (including software, tools, integrations, payment processors, analytics and authentication systems) (Third Party Inputs).
(2) The Client acknowledges and agrees that:
(a) Formitize’s obligations under this agreement may be contingent upon or affected by Third Party Inputs;
(b) the Client may experience delay, interruption or disruption to the availability, functionality and good working condition of Services that are subject to or dependent on Third Party Inputs, such that Formitize’s provision of the Services may be delayed, suspended or limited;
(c) Formitize is not responsible for any breach of this agreement to the extent that such breach was caused by or contributed to by any Third Party Inputs;
(d) title in Third Party Inputs remain at all times with that third party;
(e) Formitize does not give any representations or warranties in relation to Third Party Inputs;
(f) Formitize is not responsible for interruption or error, the condition, performance and availability of any Third Party Inputs.
(3) To the maximum extent permitted by law, Formitize will not be liable for any liability caused or contributed to by, arising from or connected with any Third Party Inputs. 12 Client obligations and acknowledgements
In connection with Formitize’s supply of the Services, the Client must, and must ensure that its Authorised Users and Personnel:
(1) comply with the terms of this agreement;
(2) comply with all applicable laws;
(3) provide Formitize and its Personnel with reasonable access to the Client Environment (as is necessary for the Services);
(4) ensure all information provided to Formitize is up-to-date and correct;
(5) not make changes or amendments to the Client Environment which may affect Formitize’s performance of its obligations under this agreement;
(6) comply with any Guidelines with respect to the utilisation of the Services as modified by Formitize from time to time;
(7) cooperate in good faith with, and provide prompt access, assistance and collaboration to, Formitize (and its Personnel) as Formitize considers is necessary to fulfil its obligations under this agreement. Such access, assistance, collaboration and cooperation will include the Client providing:
(a) all information, documentation, Client Data, resources and instructions regarding the Services as requested by Formitize;
(b) assistance and support to allow Formitize to acquire the knowledge necessary to efficiently provide the Services;
(c) access to and use of the facilities, Client Environment, services and other resources being used by the Client in connection with the Services; and
(d) access to, and the cooperation of, the Personnel of the Client.
The Client acknowledges and agrees that:
(1) Formitize reserves the right to vary the functionality, features, performance and other characteristics and capabilities of the Services from time to time at its sole and absolute discretion, provided that it does not materially and adversely affect the intended purpose of the Services;
(2) Formitize makes no representations and warranties that the Services (or any part of them) will be uninterrupted or error-free;
(3) Formitize makes no representations and warranties as to the accuracy or reliability of any information or content provides through the Services;
(4) the technical processing and transmission of the Services, including Client Data, may be transferred and involve transmission over various networks and/or devices and may require variation to conform and adapt to technical requirements;
(5) the Services are provided for the sole benefit of the Client and/or its Authorised Users and the Client and any Authorised Users must not disclose, or provide access to, the Services to third parties;
(6) Formitize makes no representations and warranties that the Services are free from viruses, malicious software or other conditions that may cause damage to, or interfere with Client Data and the Client Environment;
(7) the Client and its Personnel’s access to and use of the Services is at the sole risk of the Client and the Client will be responsible for the access to and use of the Services by its Authorised Users, Personnel and any other person; and
(8) the Services may include links to third-party website or services that are not owned or controlled by Formitize and Formitize is not responsible for the content, privacy policies, or practices of these third-party sites or services. 13 Client warranties
The Client represents and warrants to Formitize that at all times during the term of this agreement:
(1) if applicable, it is validly constituted and incorporated in its jurisdiction of incorporation;
(2) it has all necessary powers, capacity and consents to enter into, and to perform its obligations under this agreement;
(3) the Client has all rights, consents, authorities, licences, approvals and permissions necessary to receive the benefit of the Services;
(4) the Client Environment is safe and suitable for the Services and Formitize’s access to, use and/or modification of the Client Environment does not violate any law or the rights of any third party;
(5) it will provide Formitize with any information that it requires in order to supply the Services;
(6) all information and documentation provided by the Client to Formitize is true, correct and complete;
(7) the Client has not relied on any representations or warranties made by Formitize in relation to the Services (including as to whether the Services are or will be fit or suitable for the Client’s purposes); and
(8) it is not subject to an Insolvency Event and is not aware of any facts or circumstances which may lead to it being subject to an Insolvency Event.
(1) The Client must pay Formitize the Fees in the manner and at the times specified in the Registration Form.
(2) To the fullest extent permitted by law, all Fees paid by the Client are non-refundable.
(3) If required by law, Formitize will provide the Client with a correctly rendered tax invoice from time to time with respect to the Fees.
(4) By providing Formitize with a payment method, the Client:
(a) represents that it is authorised to use the payment method;
(b) authorises Formitize to charge the Client the Fees using the payment method in accordance with the Registration Form (for example, at the time of purchase, shortly after purchase or on a recurring basis for subscription Services); and
(c) if applicable, agrees that it is authorising recurring payments for subscription Services, and payments will be made to Formitize by the method and at the recurring intervals as set out in the Registration Form.
(5) If automatic billing fails for any reason, Formitize will issue an invoice requiring the Client to manually complete the payment in full by the specified due date.
(1) The Client acknowledges and agrees that Formitize may (acting reasonably) increase the Fees from time to time. Any increases in the Fees will take effect at the end of the current Services Period. Formitize will provide the Client with reasonable prior notice of any Fee increase, allowing the Client the opportunity to cancel the Services prior to the new Fees taking effect. By continuing to use the Services after the increased Fees become effective, the Client agrees to pay the increased Fees.
(2) The Client acknowledges and agrees that if:
(a) Formitize suspends the provision of the Services in accordance with this agreement;
(b) Formitize is required to provide Services in circumstances other than those expressly or reasonably anticipated in this agreement or Formitize provides incidental Services outside the scope of the Services; or
(c) a delay in the supply of the Services is caused or contributed to by the Client, its Personnel or a third party, then Formitize is entitled to increase the Fees in an amount equal to the reasonable loss, damage or expense incurred by Formitize.
(1) The Client is not entitled to withhold, set-off or deduct any amounts which are payable by the Client to Formitize.
(2) Formitize may set-off or deduct from any monies payable to the Client under this agreement any amounts which are payable by the Client to Formitize.
If the Client fails to pay any amount to Formitize by the time stipulated, then Formitize reserves the right to charge interest on the unpaid amount at the rate of 10% per annum, calculated daily and compounded monthly.
In addition to other rights and remedies available to Formitize under this agreement or at law, where the Client fails to pay any amount to Formitize, Formitize will be entitled to do any one (1) or more of the following:
(1) Suspend all or any part of the Services.
(2) Take any debt recovery or enforcement action that Formitize sees fit (including recovering incurred costs on a full indemnity basis).
(3) Report the default of the Client to any independent credit reporting agencies.
(4) Assign or transfer any debt owing to Formitize to a debt collector, debt collection agency, or other third party without prior notice or approval of the Client.
(1) In this clause 15:
(a) GST Law has the same meaning given to that expression in A New Tax System (Goods and Services Tax) Act 1999 (Cth); and
(b) words and expressions have the same meaning as in the GST Law.
(2) Unless otherwise expressly stated, all sums payable, or consideration to be provided, under this agreement are exclusive of GST.
(3) If GST is payable by the Client on any supply made under this agreement, the Client must pay to Formitize an amount equal to the GST payable on the supply at the same time as payment of the consideration for the supply and which must be paid in addition to the consideration for the supply.
(4) The Client is not required to pay any GST until Formitize issues a tax invoice for the supply.
(5) If an adjustment event arises in respect of a taxable supply made under this agreement, a corresponding adjustment must be made between the supplier and the recipient in respect of any amount paid by the recipient, an adjustment note issued if required, and any payments to give effect to the adjustment must be made.
(6) If the recipient is required under this agreement to pay for or reimburse an expense or outgoing of the supplier, or is required to make a payment under an indemnity in respect of an expense or outgoing of the supplier, the amount to be paid by the recipient is to be reduced by the amount of any input tax credit in respect of that expense or outgoing that the supplier is entitled to.
(1) The Client will retain all right, title and interest in the Client IP.
(2) The Client grants Formitize a non-exclusive, revocable, worldwide, royalty-free, non-sublicensable and non-transferable licence to use, reproduce and modify the Client IP solely for the performance of Formitize’s obligations under this agreement.
(3) The Client consents to (and agrees to ensure that its Personnel consents to) Formitize’s use or infringement of any Moral Rights (having the meaning given in the Copyright Act 1968 (Cth)) that the Client or any of its Personnel has in any Client IP.
(1) Formitize owns all right, title and interest in the Formitize IP, which will at all times vest, or remain vested in, Formitize and nothing in this agreement constitutes an assignment or transfer of such Intellectual Property to the Client.
(2) To the extent that ownership of any Intellectual Property in the Formitize IP does not automatically vest in Formitize upon its creation, the Client agrees to do all things necessary to ensure that such Intellectual Property vests in and is owned by Formitize.
(3) Formitize grants the Client a limited, non-exclusive, revocable, non-sublicensable and non-transferable licence to use those parts of the Formitize IP that Formitize considers necessary for the sole purpose of the Client receiving the benefit of the Services.
The Client must not (and must not attempt to) and must ensure that its Authorised Users and Personnel do not (and do not attempt to), whether directly or indirectly:
(1) copy, modify, alter, enhance, vary, adapt, translate, create a derivative work of, reverse engineer, reverse assemble, disassemble or decompile any part of the Formitize IP;
(2) reproduce, transmit, transfer, distribute, sell, assign, licence or sublicence, outsource, rent, publish, make available, circulate or otherwise deal with any part of the Formitize IP;
(3) cause any part of the Formitize IP to be imbedded or combined with the intellectual property of another person or on any other resource;
(4) claim or assert any ownership right or interest in any part of the Formitize IP;
(5) take any action that may compromise or jeopardise Formitize’s rights in any part of the Formitize IP;
(6) use any unauthorised or modified version of the Formitize IP;
(7) use the Formitize IP for an illegal, fraudulent, deceptive or unauthorised purpose, including but not limited to hacking, phishing or distributing malware; and
(8) remove or deface any confidentiality, copyright or other proprietary notice with respect to any part of the Formitize IP.
(1) Formitize endeavours to maintain high standards of information security and data protection and adopts best practices aligned with ISO/IEC 27001 (AS 27001) principles and the Trust Services Criteria as set forth in SOC 2.
(2) Formitize implements various security measures, including but not limited to risk management protocols, access controls, encryption, and continuous monitoring, in order to safeguard Client Data and ensure the integrity of its Services.
(3) The security measures are provided by Formitize on a best-efforts basis and Formitize expressly disclaims any responsibility or liability for any direct, indirect, incidental, special or Consequential Losses arising out of, or in connection with, any breach or alleged breach of information security. Formitize does not warrant or guarantee that these measures will provide absolute security for Client Data.
(4) The Client acknowledges that while Formitize commits to applying robust information security standards, it is not responsible for any failures in security that may occur despite these efforts.
(5) The Client must (and must ensure that its Authorised Users and Personnel):
(a) use strong passwords and enable multi-factor authentication where applicable in connection with the Account;
(b) not allow unauthorised Personnel to access and use the Services;
(c) immediately report security vulnerabilities or suspicious activities related to the Services to Formitize;
(d) ensure that use of the Services aligns with industry security best practices and does not introduce vulnerabilities to the Services or the Formitize Environment;
(e) adhere to cybersecurity best practices to maintain the integrity and security of the Client Data, Client Environment and Formitize Environment;
(f) ensure that access to confidential Client Data is managed through role-based access controls and strict identity verification mechanisms; and
(g) ensure that sensitive Client Data is encrypted in transit.
(6) The Client must cooperate with Formitize in connection with Formitize’s reasonable security and compliance requests throughout the term of this agreement to ensure the security and data protection of the Client Environment, Client Data, the Services and the Formitize Environment.
(7) Formitize reserves the right to conduct security audits of the Client’s use of the Services at its sole discretion to verify the Client’s compliance with Formitize’s security and data protection requirements.
(1) Formitize and the Client acknowledge and agree that the Client:
(a) will transmit and/or disclose Client Data to Formitize in the course of Formitize’s supply of the Services; and
(b) retains all right, title and interest in the Client Data.
(2) The Client is solely responsible for any Client Data and the consequences of the Client and Formitize using, disclosing, storing, collecting or transmitting it.
(3) Formitize encourages the Client to maintain their own backups of Client Data.
(4) To the fullest extent permitted by law, Formitize does not assume any responsibility or liability with respect to Client Data, including with respect to or in connection with:
(a) any errors or difficulties in producing, altering, erasing, using, receiving, sending, accessing or utilising any Client Data;
(b) any loss, corruption, destruction or unauthorised access to the Client Data (including loss of Client Data due to system failures, cyberattacks and external events beyond the reasonable control of Formitize); and
(c) the integrity or existence of any data on the Client Environment, network or any device controlled by the Client or its Authorised Users and Personnel.
(5) The Client represents and warrants to Formitize that:
(a) all Client Data provided to Formitize is true, correct, up-to-date and complete;
(b) the Client has all rights, consents, authorities, approvals, releases and permissions necessary to provide the Client Data to Formitize and to grant the rights to Formitize under this agreement;
(c) the Client Data and its transmission to and/or use, collection, storage, processing or disclosure by Formitize as contemplated by this agreement does not and will not infringe upon the rights of any third party and will not be in breach of any law;
(d) the provision of Client Data that is inaccurate or incomplete may affect the use, output and operation of the Services.
The Client grants to Formitize a licence to copy, transmit, store, backup and/or otherwise access or use Client Data for the purposes of and in connection with:
(1) Formitize’s supply of the Services to the Client and its Authorised Users;
(2) Formitize performing its obligations under this agreement;
(3) enhancing, developing and modifying the Services;
(4) performing Analytics in accordance with clause 18; and
(5) developing and commercialising other services of Formitize on the condition that Formitize de-identifies Client Data.
(1) For the duration of the term of this agreement, Client Data is retained and remains fully accessible to the Client.
(2) Upon termination of this agreement, the Client may opt to maintain a Read-Only Account for a Fee. If the Client opts-in, the Client will have continued access to the Client Data strictly for reference purposes, without any capability to modify, update, or otherwise alter the Client Data.
(3) If the Client does not elect to maintain a Read-Only Account, the Client Data will be permanently deleted from the Formitize Environment within thirty (30) days of termination of this agreement, unless:
(a) Formitize is required by law to keep the Client Data; and/or
(b) Formitize elects to anonymise Client Data (which it must do within thirty (30) days of termination of this agreement).
(4) Once Client Data is deleted or anonymised, it cannot be recovered. The Client is solely responsible for ensuring that it maintains copies of or backups for any records it deems necessary during the term of this agreement or while accessing Client Data via a Read-Only Account.
(1) The Client acknowledges and agrees that Formitize may:
(a) monitor, analyse and compile statistical information based on and/or related to the Client’s and its Personnel’s use of the Services, which may utilise Client Data, in an aggregated and anonymised format (Analytics); and
(b) make such Analytics publicly available, provided that it does not contain any Personal Information.
(2) Formitize owns 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 in the Analytics.
(3) Formitize may use and disclose to third party service providers anonymous data about the Client and its Authorised Users access to and use of the Services for the purpose of assisting Formitize to improve the Services.
(1) Formitize will comply with all applicable privacy laws and the Privacy Policy in dealing with Personal Information transferred by and/or disclosed to Formitize by the Client under or in connection with this agreement.
(2) The Client acknowledges and agrees that:
(a) it has been provided with an opportunity to review the Privacy Policy prior to entering into this agreement; and
(b) it has read, understood, and agreed to the Privacy Policy.
(3) The Client acknowledges that the Privacy Policy may be updated from time to time, and the Client's continued engagement with Formitize and the Services following any such updates constitutes acceptance of the updated Privacy Policy.
The Client acknowledges and agrees that:
(1) it is responsible for collecting, using, disclosing, storing, transferring or otherwise dealing with; and
(2) it will comply with the requirements of all applicable privacy laws (as applicable to the Client’s jurisdiction) in respect of, all Personal Information collected, used, disclosed, stored, transferred or otherwise dealt with under or in connection with this agreement.
The Client represents and warrants to Formitize that:
(1) the Client has all rights, consents, authorities, approvals, releases and permissions necessary to:
(a) transmit, disclose or otherwise deal with Personal Information in the manner required by this agreement; and
(b) to grant the rights to Formitize under this agreement for the purposes of Formitize’s performance of its obligations under this agreement, including the use, collection, storage, processing or disclosure by Formitize as contemplated by this agreement, including the disclosure of Personal Information to a third party in Australia or overseas;
(2) Personal Information provided to Formitize is complete, accurate and up-to-date;
(3) the Client’s transmission to and/or the use, collection, storage, processing or disclosure by Formitize as contemplated by this agreement does not and will not infringe upon the rights of any third party and is not and will not be in breach of any privacy law; and
(4) the Client will immediately notify Formitize upon becoming aware of any breach of privacy laws (as applicable to the Client’s jurisdiction) or the infringement of the rights of any third party that may be related to or connected with the Personal Information transmitted and/or disclosed to Formitize under or in connection with this agreement.
The Client indemnifies Formitize against all Claims that may be brought against Formitize as a direct or indirect result of any breach or non-performance of the Client’s obligations under this clause 19.
A party must:
(1) not disclose any Confidential Information of the other party except:
(a) with the prior written consent of that party; or
(b) in accordance with the terms of this agreement;
(2) use all reasonable endeavours to protect the Confidential Information of the other party from any unauthorised disclosure; and
(3) only use the Confidential Information of the other party for the purposes for which it was disclosed or provided, and not for any other purpose.
A party may disclose Confidential Information of the other party:
(1) if required in order for that party to comply with its obligations under this agreement;
(2) where such disclosure is made to those of its Personnel, professional advisers, related bodies corporate and shareholders who:
(a) have a need to know (and only to the extent each has a need to know); and
(b) are aware and agree that the information that is to be disclosed must be kept confidential; or
(3) where:
(a) required by law or any order of any court, tribunal, authority, regulatory body or the rules of any securities exchange (whether in Australia or elsewhere) to be disclosed; and
(b) the party ensures that information is disclosed only to the extent reasonably and lawfully required.
Unless otherwise agreed by the parties in writing, the obligation of confidentiality set out in this agreement operates indefinitely and does not terminate on the termination of this agreement.
(1) If the Client fails to comply with any provision of this agreement, Formitize may (at its absolute discretion) suspend its performance of all or any part of the Services until such time that the Client has remedied the default to the satisfaction of Formitize.
(2) Formitize may, by written notice to the Client, suspend its performance of the Services if the Services cannot be performed by Formitize as a result of any Third Party Input, including for unavailability, change in functionality, defect or default.
(3) The Client must continue to pay all Fees to Formitize notwithstanding any suspension of Services under paragraph (1).
(1) Formitize may terminate this agreement for convenience by giving the Client thirty (30) days written notice.
(2) The Client may terminate the Services at any time by providing written notice to Formitize or using any electronic termination feature offered within the Services and the Client’s access to the Services will end:
(a) at the expiry of the then Services Period (if Fees are paid upfront in full); or
(b) if Formitize bills the Client for Fees on a periodic basis, at the end of the then billing period in which the Client provides written notice of termination to Formitize.
(1) Formitize may terminate this agreement immediately by notice in writing to the Client if the Client:
(a) becomes subject to an Insolvency Event;
(b) commits a breach of this agreement which is not capable of being remedied; or
(c) commits a breach of this agreement and fails to remedy that breach within fourteen (14) days of receipt of written notice from Formitize specifying such breach.
(2) If Formitize terminates this agreement pursuant to paragraph (1), the Client must pay to Formitize:
(a) if not already paid on an upfront basis, the Fees for the remainder of the then current Services Period (being an amount equal to the aggregate of all Fees that would have been paid by the Client if the agreement had continued until the end of the then current Services Period); and
(b) Formitize’s reasonable additional costs arising directly from the termination.
Upon termination of this agreement:
(1) the accrued rights, remedies and liabilities of a party remain unaffected;
(2) subject to clause 21.2(2), Formitize will immediately cease providing the Services;
(3) the Client must pay for all Services provided prior to termination, including all outstanding Fees and Fees for Services which have been provided and have not yet been invoiced to the Client, and all other amounts due and payable under this agreement; and
(4) subject to anything to the contrary in this agreement, each of Formitize and the Client must at the other party’s option, either delete and destroy or return to the other party any of its Confidential Information (and any copies thereof) in its possession or control.
(1) To the fullest extent permitted by law:
(a) Formitize does not give and disclaims all representations and warranties (whether in statute, at law or on any other basis) which are not specifically included in this agreement; and
(b) any condition or warranty which would otherwise be implied in this agreement with respect to the Services is excluded.
(2) Nothing in this agreement excludes any rights, warranties, guarantees and remedies relating to the provision of the Services which by law cannot be excluded, restricted or modified. If the Australian Consumer Law applies to the Client as a consumer, nothing in this agreement excludes the Client’s rights under the Australian Consumer Law and Formitize’s liability will be governed solely by the Australian Consumer Law and this agreement.
In no event will Formitize be liable to the Client for Consequential Losses.
To the maximum extent permitted by law:
(1) Formitize’s total liability to the Client for any Claim, loss, damage, cost or expense arising under or in connection with this agreement is limited to (at the election of Formitize):
(a) resupplying the Services to the Client; or
(b) the Fees actually paid by the Client to Formitize for the Services in the preceding twelve (12) months prior to the date the relevant liability arises; and
(2) a party’s liability will be reduced proportionately to the extent the relevant liability was caused or contributed to by the acts or omissions of the other party (or any of its Personnel), including any failure by the other party to mitigate its loss.
To the maximum extent permitted by law, Formitize will not be liable for any liability caused or contributed to by, arising from or connected with:
(1) loss or damage to any property not caused or contributed to by the acts or omissions of Formitize or its Personnel;
(2) failure or delay in providing the Services;
(3) any interruptions or downtime to the Services as a result of any maintenance or updates;
(4) the Client Environment and Client Data;
(5) the acts or omissions of the Client, the Authorised Users or the Client’s Personnel;
(6) the Client’s use or application of the Services;
(7) any works, services, goods, materials or items which do not form part of the Services, or which have not been provided by Formitize;
(8) any Third Party Inputs; and
(9) any event outside of Formitize’s reasonable control (including a Force Majeure Event, and a fault, defect, error or omission in the Client Environment or Client Data).
The Client indemnifies Formitize from and against any loss, liability, damage, cost or expense arising out of or in connection with any Claim against Formitize with respect to the Client breaching this agreement. 23 General provisions
(1) For the purpose of this clause 23.1, Proscribed Relationship means any of the following relationships:
(a) Joint venturers.
(b) Partners.
(c) Trustee and beneficiary.
(d) Employer and employee.
(e) Principal and agent.
(2) No term of this agreement is to be construed so as to give rise to a Proscribed Relationship.
(3) A party does not have the authority to bind another and each party must ensure that they do not conduct themselves so as to hold out, or otherwise represent, that a Proscribed Relationship exists.
If the Client is the trustee of a trust, the Client warrants that:
(1) it is the sole trustee of the trust and no action has been taken to remove the Client as trustee or to appoint additional or new trustees;
(2) it has power under the trust deed to enter into and perform its obligations under this agreement;
(3) it enters into or will enter into this agreement in its own capacity and as trustee of the trust;
(4) it has a right to be fully indemnified out of the trust property and such right has not been restricted, limited or prejudiced in any way;
(5) the trust property is sufficient to satisfy any right of indemnity; and
(6) the Client is not in breach or default of any terms of the trust deed, and it has complied with all its obligations in respect of the trust.
(1) If a Force Majeure Event gives rise to a failure or delay in Formitize performing any obligation under this agreement, that obligation will be suspended for the duration of the Force Majeure Event.
(2) Upon becoming aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in Formitize performing any obligation under this agreement, Formitize will:
(a) promptly notify the Client; and
(b) inform the Client of the period for which it is estimated that such failure or delay will continue.
(3) If a delay due to a Force Majeure Event exceeds sixty (60) days, either Formitize or the Client may terminate this agreement immediately on providing written notice to the other.
(4) This clause 23.3 does not affect the obligation of the Client to pay any amount that is due and payable to Formitize under this agreement.
(1) Formitize may assign, novate or sub-contract any or all of its rights and obligations under this agreement without the prior written consent of the Client.
(2) The Client cannot assign or novate any part of its rights and obligations under this agreement without the prior written consent of Formitize.
Any notice, consent or other communication under this agreement:
(1) must be in writing addressed to the relevant address last notified by the recipient party to the other party;
(2) sent by pre-paid mail or transmitted by email; and
(3) will be deemed to have been served on the third Business Day after posting (if sent by pre-paid mail) or on the day of transmission if a Business Day, otherwise on the next Business Day (if transmitted by email).
Provisions of this agreement which are expressed or by their nature intended to survive termination, expiry or completion of this agreement continue with full force and effect.
This agreement is the entire agreement of the parties and supersedes all prior agreements, arrangements and undertakings between the parties.
The non-exercise of or delay in exercising any power or right of a party does not operate as a waiver of that power or right, nor does any single exercise of a power or right preclude any other or further exercise of it or the exercise of any other power or right. A power or right may only be waived in writing, signed by the parties to be bound by the waiver.
Each party must sign, execute and deliver all deeds, documents, instruments and act reasonably and effectively to carry out and give full effect to this agreement and the rights and obligations of the parties under it.
Formitize may amend these general terms and conditions at any time and will inform the Client in writing when it does. The Client continuing to use the Services after the changes become effective means the Client agrees to the amended general terms and conditions.
Any provision of this agreement which is invalid or unenforceable in any jurisdiction is to be read down for the purposes of that jurisdiction, if possible, so as to be valid or enforceable, and is otherwise capable of being severed to the extent of the invalidity or enforceability, without affecting the remaining provisions of this agreement or affecting the validity or enforceability of that provision in any other jurisdiction.
If two (2) or more parties are included within the same defined term in this agreement:
(1) a liability of those parties under this agreement is a joint and several liability of each of them;
(2) a right given to those parties under this agreement is a right given severally to each of them; and
(3) a representation, warranty or undertaking made by those parties is made by each of them.
The law in force in the State of New South Wales governs this agreement. The parties:
(1) submit to the exclusive jurisdiction of the courts of New South Wales and any courts that may hear appeal from those courts in respect of any proceedings in connection with this agreement; and
(2) may not seek to have any proceedings removed from the jurisdiction of New South Wales on the grounds of forum non conveniens.
The words of which the initial letter is capitalized have meanings defined under the following conditions.
The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.
For the purposes of these Terms and Conditions:
These are the Terms and Conditions governing the use of this Service and the agreement that operates between You and the Company. These Terms and Conditions set out the rights and obligations of all users regarding the use of the Service.
Your access to and use of the Service is conditioned on Your acceptance of and compliance with these Terms and Conditions. These Terms and Conditions apply to all visitors, users and others who access or use the Service.
By accessing or using the Service You agree to be bound by these Terms and Conditions. If You disagree with any part of these Terms and Conditions then You may not access the Service.
Your access to and use of the Service is also conditioned on Your acceptance of and compliance with the Privacy Policy of the Company. Our Privacy Policy describes Our policies and procedures on the collection, use and disclosure of Your personal information when You use the Application or the Website and tells You about Your privacy rights and how the law protects You. Please read Our Privacy Policy carefully before using Our Service.
The Service or some parts of the Service are available only with a paid Subscription. You will be billed in advance on a recurring and periodic basis (such as daily, weekly, monthly or annually), depending on the type of Subscription plan you select when purchasing the Subscription.
At the end of each period, Your Subscription will automatically renew under the exact same conditions unless You cancel it or the Company cancels it.
You may cancel Your Subscription renewal either through Your Account settings page or by contacting the Company.
You will not receive a refund for the fees You already paid for Your current Subscription period and You will be able to access the Service until the end of Your current Subscription period.
You shall provide the Company with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information.
Should automatic billing fail to occur for any reason, the Company will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.
The Company, in its sole discretion and at any time, may modify the Subscription fees. Any Subscription fee change will become effective at the end of the then-current Subscription period.
The Company will provide You with reasonable prior notice of any change in Subscription fees to give You an opportunity to terminate Your Subscription before such change becomes effective.
Your continued use of the Service after the Subscription fee change comes into effect constitutes Your agreement to pay the modified Subscription fee amount.
Except when required by law, paid Subscription fees are non-refundable.
Certain refund requests for Subscriptions may be considered by the Company on a case-by-case basis and granted at the sole discretion of the Company.
The Company may, at its sole discretion, offer a Subscription with a Free trial for a limited period of time.
You may be required to enter Your billing information in order to sign up for the Free trial.
If You do enter Your billing information when signing up for a Free Trial, You will not be charged by the Company until the Free trial has expired. On the last day of the Free Trial period, unless You cancelled Your Subscription, You will be automatically charged the applicable Subscription fees for the type of Subscription You have selected.
At any time and without notice, the Company reserves the right to (i) modify the terms and conditions of the Free Trial offer, or (ii) cancel such Free trial offer.
Any Promotions made available through the Service may be governed by rules that are separate from these Terms.
If You participate in any Promotions, please review the applicable rules as well as our Privacy policy. If the rules for a Promotion conflict with these Terms, the Promotion rules will apply.
When You create an account with Us, You must provide Us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of Your account on Our Service.
You are responsible for safeguarding the password that You use to access the Service and for any activities or actions under Your password, whether Your password is with Our Service or a Third-Party Social Media Service.
You agree not to disclose Your password to any third party. You must notify Us immediately upon becoming aware of any breach of security or unauthorized use of Your account.
You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than You without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.
Our Service allows You to post Content. You are responsible for the Content that You post to the Service, including its legality, reliability, and appropriateness.
By posting Content to the Service, You grant Us the right and license to use such Content on and through the Service. You retain any and all of Your rights to any Content You submit, post or display on or through the Service and You are responsible for protecting those rights.
You represent and warrant that: (i) the Content is Yours (You own it) or You have the right to use it and grant Us the rights and license as provided in these Terms, and (ii) the posting of Your Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person.
The Company is not responsible for the content of the Service’s users. You expressly understand and agree that You are solely responsible for the Content and for all activity that occurs under your account, whether done so by You or any third person using Your account.
You may not transmit any Content that is unlawful, offensive, upsetting, intended to disgust, threatening, libelous, defamatory, obscene or otherwise objectionable. Examples of such objectionable Content include, but are not limited to, the following:
The Company reserves the right, but not the obligation, to, in its sole discretion, determine whether or not any Content is appropriate and complies with this Terms, refuse or remove this Content. The Company further reserves the right to make formatting and edits and change the manner any Content. The Company can also limit or revoke the use of the Service if You post such objectionable Content.
As the Company cannot control all content posted by users and/or third parties on the Service, you agree to use the Service at your own risk. You understand that by using the Service You may be exposed to content that You may find offensive, indecent, incorrect or objectionable, and You agree that under no circumstances will the Company be liable in any way for any content, including any errors or omissions in any content, or any loss or damage of any kind incurred as a result of your use of any content.
Although regular backups of Content are performed, the Company do not guarantee there will be no loss or corruption of data.
Corrupt or invalid backup points may be caused by, without limitation, Content that is corrupted prior to being backed up or that changes during the time a backup is performed.
The Company will provide support and attempt to troubleshoot any known or discovered issues that may affect the backups of Content. But You acknowledge that the Company has no liability related to the integrity of Content or the failure to successfully restore Content to a usable state.
We respect the intellectual property rights of others. It is Our policy to respond to any claim that Content posted on the Service infringes a copyright or other intellectual property infringement of any person.
If You are a copyright owner, or authorized on behalf of one, and You believe that the copyrighted work has been copied in a way that constitutes copyright infringement that is taking place through the Service, You must submit Your notice in writing to the attention of our copyright agent via email at security@formitize.com and include in Your notice a detailed description of the alleged infringement.
You may be held accountable for damages (including costs and attorneys’ fees) for misrepresenting that any Content is infringing Your copyright.
You may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
You can contact our copyright agent via email at security@formitize.com.
Upon receipt of a notification, the Company will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged content from the Service.
The Service and its original content (excluding Content provided by You or other users), features and functionality are and will remain the exclusive property of the Company and its licensors.
The Service is protected by copyright, trademark, and other laws of both the Country and foreign countries.
Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of the Company.
You assign all rights, title and interest in any Feedback You provide the Company. If for any reason such assignment is ineffective, You agree to grant the Company a non-exclusive, perpetual, irrevocable, royalty free, worldwide right and licence to use, reproduce, disclose, sub-licence, distribute, modify and exploit such Feedback without restriction.
Our Service may contain links to third-party web sites or services that are not owned or controlled by the Company.
The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such web sites or services.
We strongly advise You to read the terms and conditions and privacy policies of any third-party web sites or services that You visit.
We may terminate or suspend Your Account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if You breach these Terms and Conditions.
Upon termination, Your right to use the Service will cease immediately. If You wish to terminate Your Account, You may simply discontinue using the Service.
Notwithstanding any damages that You might incur, the entire liability of the Company and any of its suppliers under any provision of this Terms and Your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by You through the Service or 100 USD if You haven’t purchased anything through the Service.
To the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Service, third-party software and/or third-party hardware used with the Service, or otherwise in connection with any provision of this Terms), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.
Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. In these states, each party’s liability will be limited to the greatest extent permitted by law.
The Service is provided to You “AS IS” and “AS AVAILABLE” and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Service, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Service will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.
Without limiting the foregoing, neither the Company nor any of the company’s provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, content, and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.
Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.
The laws of the Country, excluding its conflicts of law rules, shall govern this Terms and Your use of the Service. Your use of the Application may also be subject to other local, state, national, or international laws.
If You have any concern or dispute about the Service, You agree to first try to resolve the dispute informally by contacting the Company.
If You are a European Union consumer, you will benefit from any mandatory provisions of the law of the country in which you are resident in.
If You are a U.S. federal government end user, our Service is a “Commercial Item” as that term is defined at 48 C.F.R. §2.101.
You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a “terrorist supporting” country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.
If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Terms shall not effect a party’s ability to exercise such right or require such performance at any time thereafter nor shall be the waiver of a breach constitute a waiver of any subsequent breach.
These Terms and Conditions may have been translated if We have made them available to You on our Service.
You agree that the original English text shall prevail in the case of a dispute.
We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is material We will make reasonable efforts to provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion.
By continuing to access or use Our Service after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the website and the Service.
If you have any questions about these Terms and Conditions, You can contact us:
The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural
For the purposes of this Privacy Policy:
While using Our Service, We may ask You to provide Us with certain personally identifiable information that can be used to contact or identify You. Personally identifiable information may include, but is not limited to:
When You pay for a product and/or a service via bank transfer, We may ask You to provide information to facilitate this transaction and to verify Your identity. Such information may include, without limitation:
Usage Data is collected automatically when using the Service.
Usage Data may include information such as Your Device’s Internet Protocol address (e.g. IP address), browser type, browser version, the pages of our Service that You visit, the time and date of Your visit, the time spent on those pages, unique device identifiers and other diagnostic data.
When You access the Service by or through a mobile device, We may collect certain information automatically, including, but not limited to, the type of mobile device You use, Your mobile device unique ID, the IP address of Your mobile device, Your mobile operating system, the type of mobile Internet browser You use, unique device identifiers and other diagnostic data.
We may also collect information that Your browser sends whenever You visit our Service or when You access the Service by or through a mobile device.
The Company allows You to create an account and log in to use the Service through the following Third-party Social Media Services:
If you decide to register through or otherwise grant us access to a Third-Party Social Media Service, We may collect Personal data that is already associated with Your Third-Party Social Media Service’s account, such as Your name, Your email address, Your activities or Your contact list associated with that account.
You may also have the option of sharing additional information with the Company through Your Third-Party Social Media Service’s account. If You choose to provide such information and Personal Data, during registration or otherwise, You are giving the Company permission to use, share, and store it in a manner consistent with this Privacy Policy.
While using Our Application, in order to provide features of Our Application, We may collect, with your prior permission:
We use this information to provide features of Our Service, to improve and customize Our Service. The information may be uploaded to the Company’s servers and/or a Service Provider’s server or it be simply stored on Your device.
You can enable or disable access to this information at any time, through Your Device settings. You can also enable or disable location services when You use Our Service at any time, through Your Device settings.
The Company may use Personal Data for the following purposes:
We may share your personal information in the following situations:
The Company will retain Your Personal Data only for as long as is necessary for the purposes set out in this Privacy Policy. We will retain and use Your Personal Data to the extent necessary to comply with our legal obligations (for example, if we are required to retain your data to comply with applicable laws), resolve disputes, and enforce our legal agreements and policies.
The Company will also retain Usage Data for internal analysis purposes. Usage Data is generally retained for a shorter period of time, except when this data is used to strengthen the security or to improve the functionality of Our Service, or We are legally obligated to retain this data for longer time periods.
Your information, including Personal Data, is processed at the Company’s operating offices and in any other places where the parties involved in the processing are located. It means that this information may be transferred to — and maintained on — computers located outside of Your state, province, country or other governmental jurisdiction where the data protection laws may differ than those from Your jurisdiction.
Your consent to this Privacy Policy followed by Your submission of such information represents Your agreement to that transfer.
The Company will take all steps reasonably necessary to ensure that Your data is treated securely and in accordance with this Privacy Policy and no transfer of Your Personal Data will take place to an organization or a country unless there are adequate controls in place including the security of Your data and other personal information.
If the Company is involved in a merger, acquisition or asset sale, Your Personal Data may be transferred. We will provide notice before Your Personal Data is transferred and becomes subject to a different Privacy Policy.
Under certain circumstances, the Company may be required to disclose Your Personal Data if required to do so by law or in response to valid requests by public authorities (e.g. a court or a government agency).
The Company may disclose Your Personal Data in the good faith belief that such action is necessary to:
The security of Your Personal Data is important to Us, but remember that no method of transmission over the Internet, or method of electronic storage is 100% secure. While We strive to use commercially acceptable means to protect Your Personal Data, We cannot guarantee its absolute security.
Service Providers have access to Your Personal Data only to perform their tasks on Our behalf and are obligated not to disclose or use it for any other purpose.
We may use third-party Service providers to monitor and analyze the use of our Service.
We may use Your Personal Data to contact You with newsletters, marketing or promotional materials and other information that may be of interest to You. You may opt-out of receiving any, or all, of these communications from Us by following the unsubscribe link or instructions provided in any email We send or by contacting Us.
We may use Email Marketing Service Providers to manage and send emails to You.
GetResponseGetResponse is an email marketing sending service provided by GetResponse.For more information on the privacy practices of GetResponse, please visit their Privacy policy: https://www.getresponse.com/legal/privacy.html
The Company uses remarketing services to advertise on third party websites to You after You visited our Service. We and Our third-party vendors use cookies to inform, optimize and serve ads based on Your past visits to our Service.
We may provide paid products and/or services within the Service. In that case, we may use third-party services for payment processing (e.g. payment processors).
We will not store or collect Your payment card details. That information is provided directly to Our third-party payment processors whose use of Your personal information is governed by their Privacy Policy. These payment processors adhere to the standards set by PCI-DSS as managed by the PCI Security Standards Council, which is a joint effort of brands like Visa, Mastercard, American Express and Discover. PCI-DSS requirements help ensure the secure handling of payment information.
When You use Our Service to pay a product and/or service via bank transfer, We may ask You to provide information to facilitate this transaction and to verify Your identity
We may use third-party Service Providers to provide better improvement of our Service.
Under this Privacy Policy, and by law if You are a resident of California, You have the following rights:
In order to exercise any of Your rights under the CCPA, and if you are a California resident, You can email or call us or visit our “Do Not Sell My Personal Information” section or web page.
The Company will disclose and deliver the required information free of charge within 45 days of receiving Your verifiable request. The time period to provide the required information may be extended once by an additional 45 days when reasonable necessary and with prior notice.
We do not sell personal information. However, the Service Providers we partner with (for example, our advertising partners) may use technology on the Service that “sells” personal information as defined by the CCPA law.
If you wish to opt out of the use of your personal information for interest-based advertising purposes and these potential sales as defined under CCPA law, you may do so by following the instructions below.
Please note that any opt out is specific to the browser You use. You may need to opt out on every browser that you use.
You can opt out of receiving ads that are personalized as served by our Service Providers by following our instructions presented on the Service:
The opt out will place a cookie on Your computer that is unique to the browser You use to opt out. If you change browsers or delete the cookies saved by your browser, you will need to opt out again.
Your mobile device may give you the ability to opt out of the use of information about the apps you use in order to serve you ads that are targeted to your interests:
You can also stop the collection of location information from Your mobile device by changing the preferences on your mobile device.
Our Service does not respond to Do Not Track signals.
However, some third party websites do keep track of Your browsing activities. If You are visiting such websites, You can set Your preferences in Your web browser to inform websites that You do not want to be tracked. You can enable or disable DNT by visiting the preferences or settings page of Your web browser.
Our Service does not address anyone under the age of 13. We do not knowingly collect personally identifiable information from anyone under the age of 13. If You are a parent or guardian and You are aware that Your child has provided Us with Personal Data, please contact Us. If We become aware that We have collected Personal Data from anyone under the age of 13 without verification of parental consent, We take steps to remove that information from Our servers.
If We need to rely on consent as a legal basis for processing Your information and Your country requires consent from a parent, We may require Your parent’s consent before We collect and use that information.
Our Service may contain links to other websites that are not operated by Us. If You click on a third party link, You will be directed to that third party’s site. We strongly advise You to review the Privacy Policy of every site You visit.
We have no control over and assume no responsibility for the content, privacy policies or practices of any third party sites or services.
We may update our Privacy Policy from time to time. We will notify You of any changes by posting the new Privacy Policy on this page.
We will let You know via email and/or a prominent notice on Our Service, prior to the change becoming effective and update the “Last updated” date at the top of this Privacy Policy.
You are advised to review this Privacy Policy periodically for any changes. Changes to this Privacy Policy are effective when they are posted on this page.
If you have any questions about this Privacy Policy, You can contact us: