Terms and Conditions

1. Agreement

1.1 These Terms and Conditions, together with our Privacy Policy, apply to your use of the Indyrct Pty Ltd (ACN 689 719 837) (“we”, “us” or “our”) Software.

1.2 By using the Software, you agree and acknowledge that you have read these Terms and Conditions. You are deemed to have agreed to, and accepted, these Terms and Conditions on behalf of any entity for whom you use the Software, whether as an Authorised User, Invitee or otherwise.

1.3 Any early access services offered to you as a proof of concept user (“Proof of Concept User”) will be governed by these Terms and Conditions.

2. Definitions and interpretation

2.1 In these Terms and Conditions, the following expressions have the following meanings, unless otherwise stated:

• “Agreement” means these terms and conditions as amended by us from time to time.
• “Account” means the account you create to use our Software as defined in clause 4.1.
• “Australian Consumer Law” means Schedule 2 of the Competition and Consumer Act 2010 (Cth).
• “Authorised User” means those of your employees, agents and contractors who are authorised by you to use the Software, and subscribe to use the Software via the Site.
• “Business Day” means 9:00am – 5:00pm Monday to Friday, excluding Saturdays, Sundays and public holidays in New South Wales, Australia.
• “Customer Data” has the meaning in clause 9.4.
• “Developed IP” is defined in clause 9.2.
• “Indemnified Parties” is defined in clause 12.1.
• “Intellectual Property Rights” means all present and future intellectual and industrial property rights throughout the world of whatever nature (whether or not registered or registrable), including all rights in respect of technical information, know-how, copyright, trade marks, designs, patents, domain names, business names, logos, drawings, trade secrets, confidential information, or any rights to registration of such rights.
• “Invitee” is defined at clause 3.1.
• “Minor” is defined at clause 5.1.
• “Privacy Laws” means the Privacy Act 1988 (Cth) and the General Data Protection Regulation (EU 2016/679) (as applicable).
• “Proof of Concept User” means a customer who is given early access to the Software for the purpose of trialling the Software and providing us with feedback.
• “Provider IP” is defined in clause 9.1.
• “Related Bodies Corporate” has the meaning given in the Corporations Act 2001 (Cth).
• “Site” means the Indyrct website, or any other Site operated by us.
• “Software” means the software we provide under these Terms and Conditions, which provides automation of sales and marketing data from the user’s CRM and/or PSA into chosen vendors’ partner program portals and forms, and any associated software, technology, code and all Intellectual Property Rights contained therein, as made available via the Site.
• “you” or “your” means the person or entity that has registered to use the Software, an Authorised User, or an Invitee (as applicable).

2.2 Any reference in this Agreement to the singular includes the plural, to any gender includes all genders, to any act or statute includes any Act or statute which supersedes, replaces or modifies any earlier Act or statute, and to persons includes all bodies and associations both corporate and incorporated. Paragraph headings are for reference purposes only.

3. Authorised Users

3.1 You determine who may be invited to use the Software (“Invitee”) and the relevant level of access that the Invitee will have as an Authorised User.

3.2 After an Invitee has subscribed to use the Software via the Site or App, they become an Authorised User. You may revoke access of an Authorised User at any time and for any reason or amend their level of access.

3.3 You are solely responsible for each Authorised User’s use of the Software and compliance with these Terms and Conditions.

4. Accessing the Software

4.1 Our Software is open to persons who register an account with us on our Site by providing a valid full name and email address and nominating a secure password (“Account”) and accepting this Agreement.

4.2 You will receive an email confirming registration shortly after you have created your Account via the Site.

4.3 Once you have received a confirmation email, you must complete your Account by providing:

• Your ABN
• Phone number
• Company size
• Industry vertical
• Service area

Your access to the Software will only become available once this information has been provided.

4.4 You may not use one email address to register for multiple Accounts. You must not hold more than one Account at the same time.

4.5 You may access your Account via the Site.

4.6 You agree to provide true, accurate, current and complete information at the time of registration and at all other times, and to keep your Account updated.

4.7 You are solely responsible for all activity on your Account.

4.8 You warrant that your access to, or use of, our Software is for its intended purposes and is not unlawful or prohibited. Any suspected fraudulent, abusive or illegal activity may be referred to law enforcement authorities.

4.9 You may not share your Account information or password with any other person. You are responsible for maintaining confidentiality of your Account information and password, and must immediately notify us of any unauthorised use or breach of security.

5. Legal capacity

5.1 You must be eighteen (18) years of age or over to access the Software. If you are under the age of eighteen (“Minor”), you must immediately cease accessing the Software unless you have permission from a parent or guardian to create an Account in accordance with clause 4. If you are found to be a Minor accessing the Software without such permission, we are entitled to cancel or terminate your access.

5.2 Any order and/or purchase made by you using this Site and your continued use of the Site is an acknowledgement that: (a) you are over the age of eighteen or have obtained the relevant permission; and (b) you accept the Agreement and have entered into a binding legal contract with us.

6. Use of the Software

6.1 You will not:

• (a) modify the Software or merge any aspect with another programme other than as expressly provided (this clause does not apply to authorised integration APIs);
• (b) record, reverse engineer, copy, duplicate, reproduce, create derivative works from, frame, download, display, transmit or distribute any of the Software, its source code or any documents, manuals or setup instructions provided with it;
• (c) licence, sell, rent, lease, transfer, assign or otherwise commercially exploit the Software;
• (d) engage in unlawful behaviour, including unauthorised access to or use of data, services, systems or networks, including any attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures;
• (e) access, store, distribute or transmit viruses, worms, trojans or other malicious code; unlawful, unethical, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive material; material that facilitates illegal activity; or material that abuses or causes damage or injury to any person or property;
• (f) provide Software login details or passwords to any unauthorised third party, and you will take all reasonable steps to prevent unauthorised access;
• (g) share any non-public features of the Software with any unauthorised third party;
• (h) engage in any conduct on the Software that is in breach of these Terms and Conditions.

6.2 All rights granted to you must not be leased, assigned, sold, licensed, resold or transferred to any third party. You must not create or allow any mortgage, charge, lien or other security interest in respect of the Software.

6.3 Any breach of this clause 6 is a breach of these Terms and Conditions and we may, at our absolute discretion, terminate or suspend your access to the Software and take further action.

6.4 You may appeal any decision made under clause 6.3 by contacting us at [email protected].

7. Your obligations

7.1 You acknowledge that our ability to provide the Software without delay or interruption depends on your full and timely cooperation. You will:

• (a) co-operate with and assist us in the supply of the Software;
• (b) promptly provide us with full and accurate information, data and explanations, which may be used to enhance our services and for marketing purposes;
• (c) comply with all applicable laws, regulations and industry standards with respect to your activities and obligations;
• (d) ensure that your network and systems comply with the relevant specifications and guidelines provided by us; and
• (e) comply with all reasonable directions and guidelines from us.

7.2 You must procure all necessary rights from third parties required for us to provide the Software to you. Third-party integrations available through the Software include, but are not limited to:

• (a) ConnectWise
• (b) Kaseya

7.3 It is your responsibility to ensure that any written communications we send set out the correct information in relation to your business, and to notify us of any changes.

7.4 You agree that you are authorised to use the Software and Site and access the Customer Data that you may enter into or connect with the Software or Site.

7.5 You agree to provide us with ongoing feedback, including recommendations, suggestions and ideas. Your right, title and interest in any feedback you provide is assigned to Indyrct and is not confidential. We may make unrestricted use of the feedback without payment or attribution to you.

8. Intellectual property

8.1 All rights, title or interest in and to the Software and any information or technology provided in connection with your use of the Software is owned, and will remain owned, by us or our licensors (“Provider IP”). Using the Software does not transfer any ownership.

8.2 All Intellectual Property Rights discovered, developed or otherwise coming into existence in connection with the Software will automatically vest in, and are assigned to, us, including any enhancements, improvements and modifications to the Provider IP (“Developed IP”).

8.3 You must not represent to anyone that you are the proprietor of the Software or the Provider IP.

8.4 You retain ownership rights to data and content that you provide to us (“Customer Data”). You grant us a worldwide, perpetual, irrevocable, non-exclusive and royalty free licence to access and use the Customer Data for the purpose of performing our obligations under these Terms and Conditions.

8.5 If you enable any third-party applications in conjunction with the Software, you agree that your Customer Data may be accessible by those applications. You will be bound by their terms and we will not be responsible for disclosure, modification or deletion of the Customer Data by such applications.

8.6 You agree that we may refer to you, your business name, publish your logo and/or trade mark and refer to you as a customer of ours in marketing communications. You may revoke this consent by written notice at any time, and we will act reasonably to promptly remove any such reference from the Site or our other online materials.

9. Warranties

9.1 You warrant and represent to us that:

• (a) all information and Customer Data provided is true, complete and accurate and is not misleading;
• (b) your access to, or use of, the Services is not unlawful or prohibited;
• (c) you or your organisation have obtained all necessary consents and are authorised to access and use the Services, and will not share them with any prohibited third party; and
• (d) you understand that any suspected fraudulent, abusive or illegal activity may be referred to law enforcement authorities.

9.2 We will use reasonable endeavours to provide constant, uninterrupted access to the Software, but this cannot be guaranteed. We will not be responsible for any direct or indirect losses or damages suffered as a result of any interruption or delay.

9.3 To the maximum extent permitted by law, no further warranty, condition, undertaking or term is given or assumed by us. The Software is provided on an “as is” basis and you will make your own investigations into whether it is fit for your purposes.

9.4 We make no representations, warranties or guarantees that (a) the content available on or produced by the Software is accurate, complete, reliable, current, error-free or suitable for any particular purpose; or (b) the Software will be free from viruses or other malicious code. You are responsible for taking your own precautions.

10. Liability and exclusions

10.1 You assume sole responsibility for your use of the Software and for any reliance on conclusions drawn from such use.

10.2 We will have no liability for any losses or damage caused by errors or omissions in information or instructions provided to us by you.

10.3 We have no obligation to correct any bugs, defects or errors in the Software or to provide support, maintenance, service levels or uptime guarantees for Proof of Concept Users. We have no obligation to store, hold, export, return or destroy any data after any Proof of Concept trial has ended, and no obligation to offer services or special pricing after the trial.

10.4 In no event will we be liable to you or any third party for any:

• (a) loss of profits, revenue, goodwill or business, business interruption, corruption, loss or alteration of data, downtime costs, loss of use, failure to realise anticipated savings, or any indirect or consequential loss or damage;
• (b) breach by you or any third party of the Intellectual Property Rights of a third party or any laws;
• (c) viruses, worms, trojans or other malicious code introduced or transmitted during use of the Software; or
• (d) loss of or damage to any property, or any personal injury or death.

10.5 The parties acknowledge that the limitations of liability in this clause 10 are a fair and reasonable allocation of the commercial risk between the parties.

11. Indemnity

11.1 You agree to indemnify and hold us, our Related Bodies Corporate and our officers, directors, employees and contractors (the “Indemnified Parties”) harmless from any and all claims, actions, demands, proceedings, liabilities, losses, damages, expenses and costs arising directly or indirectly out of: (a) breach by you of any of your obligations; (b) loss of, or damage to, any property or personal injury or death; (c) breach of any third party’s Intellectual Property Rights; or (d) breach by you of any applicable law (including Privacy Laws).

12. Confidentiality

12.1 Each party agrees not to use or disclose confidential information received from the other party, save for such use or disclosure necessary to perform their respective obligations. Disclosure will only be made to the receiving party’s employees, officers, agents or contractors directly involved in performing the receiving party’s obligations.

12.2 The receiving party will ensure that persons receiving the disclosing party’s confidential information comply with the same confidentiality obligations.

12.3 Information is not confidential where it is already in, or enters, the public domain through no fault of the receiving party, is received from a third party without confidentiality obligations, is disclosed with prior written consent, is disclosed in compliance with a legal requirement, or is independently developed.

12.4 Confidential information held by a receiving party will be returned or destroyed at the written request of the disclosing party.

13. Privacy

13.1 You must, in connection with these Terms and Conditions:

• (a) ensure that you and your employees, contractors and agents are aware of your obligations under all applicable Privacy Laws;
• (b) at all times comply with your obligations under applicable Privacy Laws; and
• (c) take reasonable steps to assist us to comply with our obligations under applicable Privacy Laws.

13.2 We are committed to protecting your privacy and personal information. Please see our Privacy Policy for further details.

14. Term and termination

14.1 These Terms and Conditions commence on the date that you register your details via the Site and, after any applicable trial period, continuation of your use of the Software will be subject to fees and will remain in force so long as you continue such use, unless terminated in accordance with this clause 14. Special pricing may be available for Proof of Concept Users who wish to continue their use beyond the trial.

14.2 Proof of Concept Users may terminate this Agreement at any time during the trial period by providing written notice of termination to [email protected].

14.3 We may terminate these Terms and Conditions (or, at our discretion, terminate or suspend the supply of the Software) immediately if you commit a material breach.

15. Support services

15.1 We may, at our absolute discretion, provide you support in relation to your use of the Software or the Site.

15.2 You may access help documents to diagnose any issues you are facing. If you are unable to find the information you need, you may contact us at [email protected].

15.3 We will endeavour to provide support on Business Days; however, this cannot be guaranteed.

16. Situations or events outside our reasonable control

16.1 There are certain situations or events that may occur which will not be within our reasonable control. Where this occurs, we will notify you and attempt to recommence providing the Software as soon as we are able. In such circumstances there may be a delay (sometimes substantial) before we can start or continue providing the Software.

17. Notices

17.1 Any notice required to be given pursuant to these Terms and Conditions will, unless otherwise stated, be in writing and sent to the other party at the email address specified in these Terms and Conditions (or to such other address as either party may notify the other in accordance with this clause).

17.2 A notice given under clause 17.1 will be deemed to have been delivered 24 hours after the email is sent.

18. General

18.1 Variations to these Terms and Conditions will be effective when published on our Site.

18.2 The provisions of these Terms and Conditions that are capable of having effect after termination or expiry will remain in full force and effect.

18.3 You must not, without our prior written consent (which will not be unreasonably withheld), assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.

18.4 If either party chooses to waive or ignore a breach of these Terms and Conditions, this will not prevent that party from taking action in respect of the same type of breach at a future date.

18.5 Nothing in these Terms and Conditions is intended to create or imply any partnership, joint venture, agency, fiduciary or other relationship between the parties other than the contractual relationship expressly provided for.

18.6 These Terms and Conditions, and the relationship between the parties, is not intended to be exclusive.

18.7 If any provision of these Terms and Conditions is held invalid or unenforceable, it will be deemed deleted and replaced by a valid and enforceable provision which so far as possible achieves the parties’ intent. The remaining provisions will continue in full force and effect.

18.8 These Terms and Conditions are governed by the laws of New South Wales, Australia, and the parties submit to the non-exclusive jurisdiction of the courts exercising jurisdiction there.

18.9 These Terms and Conditions constitute the entire agreement between the parties in respect of the subject matter, and supersede and replace any prior written or oral agreements, representations or understandings.