Terms of Use
Welcome to Sprintsuite, run by Sprintsuite Pty Ltd (ABN 81 633 751 489) (“we“, “us” or the “Company“), digital workflow, timesheet, integrated field service platform and work management software.
Sprintsuite is located on the web via the domain Sprintsuite.com. Sprintsuite includes all of the files located in that domain, all applications or browsers downloaded from that domain, and any other programs, webpages, web portals, applications or other resources accessed through that online domain (“Site“).
1. Agreement to these Terms of Use
2. Privacy Policy
As part of these Terms of Use, your use of this Site is also subject to our Privacy Policy (located at https://sprintsuite.com/privacy-policy/), which is incorporated by reference into these Terms of Use.
3. License Purchase
4. Legal capacity to transact
5. Restrictions on use
5.1 Prohibited conduct
Your use of this Site is subject to the rules set out below:
YOU MUST NOT:
- use any device, routine or software that interferes, or attempt to interfere, with the proper working of this Site;
- engage in any action that requires, or may require, an unreasonable or excessively large load on our infrastructure;
- use this Site to decipher passwords or security encryption codes, transmit any worms, viruses or Trojan horses, transfer or store illegal, threatening or obscene material or otherwise violate the security of any computer network;
- use this Site to violate any applicable local, state, national or international law, to engage in any misleading or deceptive online marketing practices or for any fraudulent or malicious purposes;
- use any spider, robot or search/retrieval application or any screen scraping, data mining or similar data gathering device, process, program or means to access, retrieve or index any portion of this Site;
- use this Site by any automated means;
- use this Site to transmit junk mail, spam or chain letters or pyramid schemes or engage in other flooding techniques or mass distribution of unsolicited email;
- access, retrieve or index any portion of this Site for use in constructing or populating any database that is searchable online or for the purpose of soliciting or sharing reviews;
- interfere with the display of any advertisements appearing on or in connection with this Site;
- reverse engineer, decompile, disassemble, adapt, modify, translate, frame commercialise or otherwise profit from, or reformat any of the material contained on this Site;
- reproduce, duplicate, copy or store any of the material appearing on this Site other than for your own personal and non-commercial use;
- falsely imply that any other application is associated with this Site;
- do anything that leads, or may lead, to a decrease in the value of the Company’s intellectual property rights in this Site;
- use or exploit any of the material appearing on this Site for, or in connection with, any business or enterprise (whether for profit or otherwise), including any business or enterprise that is in competition with this Site;
- release to the public any news release, advertising material, promotional material or any other form of publicity or information relating to the Company without the Company’s prior written consent; or
- use this Site to transmit any information or material that is, or may reasonably be considered to be:
– abusive, threatening, harassing, harmful, obscene, indeent, lewd, inflammatory, violent, vulgar, profane, racially, ethnically or otherwise objectionable or offensive in any way;
– libellous, defamatory, pornographic, sexually explicit, unlawful or plagiarised;
– infringing upon or violating any copyright, trademark, patent or other intellectual property or proprietary right;
– in breach of any duty of confidentiality by which you are bound, whether by way of a fiduciary or contractual relationship;
– in breach of any person’s privacy or publicity rights;
– a misrepresentation of facts, including the impersonation or any person or entity or a misrepresentation of an affiliation with any person or entity (including any sponsorship or endorsement);
– in violation of any applicable law, statue, ordinance or regulation, or encouraging of others to do so;
– containing any political campaigning material, advertisements or solicitations; or
– likely to bring the Company or any of its staff into disrepute.
6. Violation of these Terms of Use
Without limiting any other remedies available to the Company at law or in equity, the Company reserves the right to, without notice:
- temporarily or indefinitely suspend, or terminate, your access to this Site or refuse to provide services to you if:
− you breach any provision of these Terms of Use;
− the Company is unable to verify or authenticate any information that you provide to us; or
− the Company believes that your actions may cause damage and/or legal liability to the Company, any of its customers or suppliers or any other person; and - remove or block access to any information and/or materials (in whole or in part) that the Company, at its sole and absolute discretion, regards in any way to be objectionable or in violation of any applicable law, any person’s intellectual property rights or these Terms of Use
7. Indemnity
You indemnify and hold harmless the Company and its officers, employees, agents, consultants, licensors, partners and affiliates from and against any losses, liabilities, costs, expenses or damages (including actual, special, indirect and consequential losses or damages of every kind and nature, including all legal fees on a solicitor-client basis) suffered or incurred by any of them due to, arising out of, or in any way related to (directly or indirectly):
- any material or information that you submit, post, transmit or otherwise make available through this Site;
- your use of, or connection to, this Site; or
- your negligence or misconduct, breach of these Terms of Use or violation of any law or the rights of any person;
- any misuse of the Site or use of the Site in a way which is expressly prohibited by clause 5.1;
- any loss suffered or alleged to be suffered by you or any related entity of you or any Licensee or Active User of the Site including but not limited to all employees, contractors, authorised users who may make use of the Site in accordance with these Terms of Use or a License.
8. Registration and account security
8.1 Requirement for registration
The Company reserves the right to make any parts of this Site accessible only to users who have registered and/or purchased a License.
8.2 Username and password
Upon registration with this Site and/or purchase of a License, you will be issued with a username and password to access your account. You are responsible for maintaining the security of your password for this Site. The Company will not be liable for any loss or damage arising from or in connection with your failure to comply with this security obligation. You agree that the Company will be entitled to assume that any person using this Site with your username and password is you or your authorised representative.
You must notify the Company immediately of any known or suspected unauthorised use of any password or any other breach of security.
8.3 User information
In order to register an account with this Site, you must agree to these Terms of Use and provide the Company with:
- a valid email address;
- accurate billing and contact information (including your street address and the name and telephone number of your authorised billing contact and/or administrator); and
- any other information that may be required by the Company during the registration process.
You must promptly update this information to maintain its accuracy at all times.
You represent and warrant to the Company that all information provided to the Company by you, including the information provided by you through our account registration module or entered into your account profile, is true and not misleading and does not violate any applicable law or regulation or any person’s intellectual property or other rights.
8.4 Multiple accounts and automated account opening
One person may not maintain more than one account with this Site. Accounts registered by “bots” or other automated methods are not permitted.
8.5 Approval of registrations
The Company reserves the right to accept or reject any application for registration of an account with this Site at its discretion.
9. License
9.1 Grant of License
Subject to the provisions of these Terms of Use, any user of the Site may elect to purchase a license or several licenses to use the full breadth of services offered within the Site (“License”).
In these Terms of Use, the term “Licensee” means the tenant who is the manager or purchaser of the License and “Active User/s” means any person who is nominated by a Licensee to make use of the Site, in accordance with these Terms of Use.
Upon purchase of a License, the Licensee and their Active User/s will have access to the Site workspace (“Workspace”).
Subject to payment in full of the License Fee, with immediate effect from the date and time of purchase, the Company hereby grants to the Licensee a limited, non-exclusive, royalty free license to use the Workspace services contained within the Site in accordance with these Terms of Use. Workspace services available pursuant to a License are subject to limitations imposed by the Company from time to time and the License cannot be exploited or in any way improved by any Licensee or Active User.
Each Licensee warrants and undertakes to purchase one (1) License per one (1) Active User and to ensure each Active User account is not used by multiple people.
9.2 Duration of the License and Trial Period
The Licence will commence on and from the date and time of the Licensee’s purchase of the License (“Commencement Date’) and will continue in force for the time period indicated under the relevant License purchase (for example, monthly, quarterly, annually) unless terminated or revoked earlier in accordance with these Terms of Use (“License Period”). Continuation of any License is subject to the Company’s receipt of payment in full of the License Fee.
Each new Licensee will be granted a fourteen (14) day trial period with full use of the Site and their Workspace, commencing from the Commencement Date (“Trial”). During the Trial, each Licensee and their Active Users will have full access to the Site until the expiration of the Trial period, upon which time the License Fee will be charged to the Licensee’s nominated credit card. The Licensee must ensure their current payment details are provided on the Commencement Date in accordance with clause 9.6 to use the Workspace.
9.3 Assignment and sub-licensing
You must not dispose of the License, or sub-license the License, the benefit of these Terms of Use which arise pursuant to the purchase of a License or any rights or obligations hereunder, whether in whole or in part.
9.4 Assignment and sub-licensing
The Company reserves the right to change the prices for services provided pursuant to a License displayed on this Site at any time before purchasing a License and may amend such price, rate of payment, or method of payment for any subsequent License purchase. The Company may, at their discretion, charge different prices for different types of Active Users and will advise the Licensee of any expected charges. Changes to any price payable for a License will be communicated to a Licensee before the beginning of the next monthly billing period.
9.5 GST
9.6 Payment
Payment for Licenses purchased through this Site must be made:
by credit card processed online using the secure Stripe payment gateway, or any similar method as nominated by the Company from time to time, whether specified in these Terms of Use or otherwise.
Each Licensee will be automatically charged for the License on a fortnightly basis, with the first charge occurring on the first day following expiration of the Trial and charges occurring every fourteen (14) days thereafter (“License Fee”). The License Fee will be calculated based on the number of Active Users in the relevant fourteen-day period.
In the event that a Licensee defaults on payment on time and in full of the License Fee (“Default”), first-time defaulting Licensees will be granted a two (2) week period within which they may rectify their default and/or update payment details (“Grace Period”). Outstanding License Fees will accrue in arrears during the Grace Period and are immediately due and payable by the Licensee. Any Default which continues beyond the Grace Period will result in suspension of all Active User accounts until payment of the Licensee Fee is processed. Furthermore, any Default which continues beyond the Grace Period, or which occurs more than two (2) times per twelve (12) month period shall be subject to termination pursuant to clause 9.7.
The Company reserves the right to charge interest on outstanding License Fees at a rate of 1.25% per month, calculated daily. Any debt recovery/collection charges, commissions, or expenses, and any legal fees incurred by the Company in the process of pursuing overdue License Fees shall be payable by the Licensee on an indemnity basis.
9.7 Termination of License
The Company may revoke the Licence or terminate the agreement for License which is subject to these Terms of Use at any time and for any reason at the Company’s sole and absolute discretion with immediate effect.
In cases of continuing Default beyond the Grace Period, the Company may immediately revoke a Licensee’s License without notice or liability.
The Licensee may terminate this agreement for convenience at any time, with such termination taking effect at the conclusion of the then-current License Period, at which point all amounts due from the Licensee to the Company shall become due and payable.
9.8 Stripe secure payment gateway
The Company uses the third-party Stripe payment gateway provided by Stripe Payments Australia Pty Ltd (ACN 160 180 343) for its secure online payment transactions (“Stripe”). Payments made through Stripe are subject to Stripe’s own terms and conditions and privacy policy links to which are provided from Stripe. For more information about Stripe, see the Stripe site (http://www.stripe.com).
Unless you expressly consent otherwise, we do not see or have access to any personal information that you may provide to Stripe, other than information that is required in order to process your payments (eg, your name, email address and billing address). We do not store your credit card information.
9.9 Stripe secure payment gateway
Except as expressly provided otherwise in these Terms of Use, all amounts paid for License Fees or otherwise are non-refundable. Further information on the steps that the Company will take to remedy any breach of any non-excludable condition or warranty/guarantee is provided under the heading “Remedies limited” in these Terms of Use below.
9.10 Security
While Stripe and our Site hosting providers employ secure technology for transactions with our customers, we will not be responsible for any damages, including consequential losses (whether direct or indirect), that may be suffered by a customer whose credit or debit card or bank account information is used in a fraudulent or unauthorised manner by any person other than the Company.
The Company may request further information from you, such as a copy of your credit card and/or other identification documentation, as part of our internal validation procedures. These procedures help protect bank and credit card account holders from online fraud. If further information is requested and you do not provide the requested information within such time as the Company considers appropriate at its discretion, your License will be cancelled and, if your payment has been received, it will be refunded back to you on a pro rata basis.
9.11 Purchase constitutes offer
By purchasing a License through this Site, you make an irrevocable offer to us to purchase the services that you have selected pursuant to these Terms of Use. Information contained in this Site constitutes an invitation to treat only. No information in this Site constitutes an offer by us to supply any services to you – however, the Company will endeavour to supply your selected services to you.
We reserve the right at our discretion to:
- at any time prior to your License purchase being accepted in accordance with these Terms of Use, cancel all or part of your License purchase; and
- at any time:
− refuse to provide services to you;
− terminate your access to this Site; and/or
− remove or edit any content on this Site.
9.12 Acceptance of License purchase
Acceptance of each License purchase will take place if and when the Company either:
- provides Workspace services to you, at the time at which the Company commences providing the services; or
- notifies you in writing that your License purchase has been accepted.
10 Intellectual property
10.1 Copyright
In these Terms of Use, the term “Proprietary Content” means:
- this Site;
- all of its content (including all of the text, graphics, designs, software, data, sound and video files and other information contained in this Site, and the selection and arrangement thereof); and
- all software, systems and other information owned or used by the Company in connection with the services offered through this Site (whether hosted on the same server as this Site or otherwise).
All Proprietary Content is the property of the Company or its licensors (as applicable) and is protected by Australian and international copyright laws. You must not reproduce, transmit, republish or prepare derivative works from any of the Proprietary Content, except as expressly authorised by these Terms of Use or with the prior written consent of the Company or other copyright owner (as applicable).
You may download and print out content from this Site only for your own personal and non-commercial use and provided that you do not remove or modify any copyright, trademark or other proprietary notices.
Any user who purchases a License for use of the Site acknowledges and agrees that they are not acquiring any intellectual property rights in or to the Proprietary Content and that the Company owns and retains title to all Proprietary Content; and such user will not take any step to invalidate or prejudice the Company’s title thereto.
10.2 Trademarks
The phrase “Sprintsuite” is a trademark of the Company. The look and feel of this Site (including all button icons, scripts, custom graphics and headers) are the trademarks, service marks and/or trade dress of the Company. These trademarks, service marks and trade dress may not be used, copied or imitated, in whole or in part, without the prior written consent of the Company.
10.3 User Content
In these Terms of Use, the term “User Content” means any and all content that is submitted, posted or otherwise added to this Site by any user, such as documents and material relating to your workplace, comments, forum posts, messages, reviews, ratings and feedback.
The Site contains some features that enable you and other users to upload User Content. The Company reserves the right to display, refuse to display, remove and/or amend all or any part of any User Content at its absolute discretion. In respect of any User Content that you upload, you:
- represent and warranty to the Company that your sharing of that User Content does not infringe any copyright or other legal right of any other person; and
- grant to the Company a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, sub-licensable and transferable license to use, reproduce, distribute, modify, adapt, prepare derivative works of, publicly display, publicly perform and otherwise exploit all or any part of that User Content in any way at the Company’s absolute discretion.
10.4 Copyright claims
If you believe that our Site contains any material that infringes upon any copyright that you hold or control, or that users are directed through a link on this Site to a third party site that you believe is infringing upon any copyright that you hold or control, you may send a notification of such alleged infringement to us in writing. Such notification should identify the works that are allegedly being infringed upon and the allegedly infringing material and give particulars of the alleged infringement. In response to such a notification, we will give a written notice of a claim of copyright infringement to the provider of the allegedly infringing material. If the provider of that material does not respond to us in writing denying the alleged infringement within 14 days after receipt of that notice, we will remove or block the allegedly infringing material as soon as is reasonably practicable. If the provider of that material responds to us in writing denying the alleged infringement, we will, as soon as is reasonably practicable, send a copy of that response to the original notifying party. If the original notifying party does not, within a further 14 days, file an action seeking a court order against the provider of the allegedly infringing material, we may restore any removed or blocked material at our discretion. If the original notifying party files such a legal action, we will remove or block the allegedly infringing material pending resolution of that legal action.
11 Disclaimer of warranties
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY AND ITS OFFICERS, EMPLOYEES, AGENTS, CONSULTANTS, LICENSORS, PARTNERS AND AFFILIATES EXPRESSLY DISCLAIM ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES (WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE) IN RELATION TO THIS SITE AND ANY SERVICES PURCHASED OR OBTAINED THROUGH THIS SITE, INCLUDING ANY IMPLIED WARRANTY/GUARANTEE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
This Site is provided strictly on an “as is” basis. To the maximum extent permitted by law, the Company and its officers, employees, agents, consultants, licensors, partners and affiliates make no representation, warranty or guarantee as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of this Site or any of its content, and in particular do not represent, warrant or guarantee that:
- the use of this Site will be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data;
- this Site will meet your requirements or expectations;
- use of this Site will facilitate any compliance requirements;
- anything on this Site, or on any third-party site referred or linked to in this Site, is reliable, accurate, complete or up-to-date;
- the quality of any services, information or other material purchased or obtained through this Site will meet any particular requirements or expectations;
- errors or defects will be corrected; or
- this Site or the servers that make it available are free of viruses or other harmful components.
12 Limitation of liability
12.1 Exclusion of liability
To the maximum extent permitted by law, the Company and its officers, employees, agents, consultants, licensors, partners and affiliates exclude all liability to you or any other person for any loss, cost, expense, claim or damage (whether arising in contract, negligence, tort, equity, statute or otherwise, and for any loss, whether it be consequential, indirect, incidental, special, punitive, exemplary or otherwise, including any loss of profits, loss or corruption of data or loss of goodwill) arising directly or indirectly out of, or in connection with, these Terms of Use or the use of this Site or any related good or service by you or any other person.
12.2 Remedies limited
To the maximum extent permitted by law, the Company and its officers, employees, agents, consultants, licensors, partners and affiliates expressly limit their liability for breach of any non-excludable condition or warranty/guarantee implied by virtue of any legislation to the following remedies (the choice of which is to be at the Company’s sole and absolute discretion):
- in the case of goods provided by way of the Site, the Workspace or any other product or item which may be considered a “good”, as that term is defined in the Australian Consumer Law, to any of the following:
− the replacement of the goods or the supply of equivalent goods;
− the repair of the goods;
− the payment of the cost of replacing the goods or of acquiring equivalent goods; or
− the payment of the cost of having the goods repaired; and - in the case of services provided by way of the Site, the Workspace or any other product or item which may be considered a “service”, as that term is defined in the Australian Consumer Law:
− the supply of the services again; or
− the payment of the cost of having the services supplied again.
For the avoidance of doubt, should the Company’s remedy of any breach as set out above shall not itself be construed as an admission of liability and shall merely be construed as an act of good faith made on a commercial basis.
12.3 Release
You agree that your use of this Site is at your own discretion and risk. You agree to release the Company and its officers, employees, agents, consultants, licensors, partners and affiliates from any claim, demand or cause of action that you may have against any of them arising from these Terms of Use or the use of this Site by you or any other person. The Company may plead this release as a bar and complete defence to any claims or proceedings.
12.4 Force majeure
To the maximum extent permitted by law, and without limiting any other provision of these Terms of Use, the Company excludes liability for any delay in performing any of its obligations under these Terms of Use where such delay is caused by circumstances beyond the reasonable control of the Company, and the Company shall be entitled to a reasonable extension of time for the performance of such obligations. For the purposes of this clause 12.4, “Force Majeure” shall mean events beyond the reasonable control of any of the parties to a License or these Terms of Use, including without limitation acts of God, wars, hostility, invasions, acts of foreign enemies, rebellions, revolutions, riots, civil wars, disturbances, requisitioning or other acts of civil or military authority, body, agency or official, extreme weather events, force of nature, fires, rain or floods (however caused), epidemics, pandemics, outbreaks, or embargoes, and which occurs without the fault or negligence of the party seeking relief. Any Party suffering a Force Majeure event shall with reasonable diligence attempt to remove such cause or causes with reasonable dispatch.
13 General
13.1 Interpretation
In these Terms of Use, the following rules of interpretation apply:
- headings are for reference purposes only and in no way define, limit or describe the scope or extent of any provision in these Terms of Use;
- these Terms of Use may not be construed adversely against the Company solely because the Company prepared them;
- the singular includes the plural and vice-versa;
- a reference to a “person” includes an individual, a firm, a corporation, a body corporate, a partnership, an unincorporated body, an association, a government body or any other entity; and
- the meaning of general words is not limited by specific examples introduced by “including”, “for example”, “in particular” or similar expressions.
13.2 Notifications
The Company may provide any notification for the purposes of these Terms of Use by email and/or by adding the notification into your user control panel.
13.3 Costs
Except as specifically provided in these Terms of Use, each party must bear it’s own legal, accounting and other costs associated with these Terms of Use.
13.4 Assignment
You may not assign, transfer or sub-contract any of your rights or obligations under these Terms of Use without the Company’s prior written consent. Your registration with this Site and any License purchase is personal to you and may not be sold or otherwise transferred to any other person.
The Company may assign, transfer or sub-contract any of its rights or obligations under these Terms of Use without notice to you.
13.5 No waiver
Waiver of any power or right under these Terms of Use must be in writing signed by the party entitled to the benefit of that power or right and is effective only to the extent set out in that written waiver. Any failure by the Company to act with respect to a breach by you or others does not waive the Company’s right to act with respect to that breach or any subsequent or similar breaches.
13.6 Severability
The provisions of these Terms of Use are severable and, if any provision of these Terms of Use is held to be illegal, invalid or unenforceable under present or future law, such provision may be removed and the remaining provisions shall be enforced.
13.7 Variation
The Company reserves the right to amend these Terms of Use and any other policy on this Site at any time in its sole discretion and any such changes will, unless otherwise noted, be effective immediately. Your continued usage of this Site will mean you accept those amendments. We reserve the right, without notice and at our sole discretion, to change, suspend, discontinue or impose limits on any aspect or content of this Site or the services offered through this Site.
You may only vary or amend these Terms of Use by written agreement with the Company.
13.8 Governing law and jurisdiction
These Terms of Use will be governed in all respects by the laws of Victoria, Australia. The parties irrevocably submit to the non-exclusive jurisdiction of the courts of Victoria, Australia and the courts of appeal from them.
