Terms of Service

1. Terms of service

The following Terms of Service (Terms) constitutes a legal agreement between the entity or company you represent or to which the Proposal was addressed (you, or your) and OfficeMaps Pty Ltd (ABN 87 640 006 239) (we, us or our). These Terms are binding on you immediately upon your acceptance of these Terms, which is the earliest of the following:

1(a) you accepting the Proposal in writing or online; or

1(b) by clicking on the “I agree” (or similar button or checkbox) that is presented to you at the time of signing up from the OfficeMaps website; or

1(c) you accessing the SaaS Software via a secure login; or

1(d) you downloading or installing the Self-Hosted Software; or

1(e) you accessing the Self-Hosted Software.

(which is deemed to be the ‘Start Date’) and continues until terminated under the provisions of this agreement. You warrant that you have the authority to bind the legal entity or company that you are representing if you are agreeing to the Terms on behalf of the legal entity or company.

2. Services

2.1 Services

Subject to these Terms and your Subscription, we will provide you with the right to access and use the Software for the duration of your Subscription, in accordance with all applicable documentation. Except as expressly set out in these Terms or your Subscription, you are solely responsible for purchasing and configuring all hardware, software and services that may be necessary or desirable for your use of the Software.

2.2 Modifications

We reserve the right to modify, change, or discontinue any of the Services or Plans at any time. If we make modifications to any of the Plans that remove or materially alter features that were previously available under your Plan, these modifications will not apply to you until the start of your next Billing Period. On renewal, the current Plan features, capacity limits and price shown on the OfficeMaps website (www.officemaps.com) will apply to your Subscription, unless otherwise specified in the Proposal or you and we otherwise agree in writing.

2.3 Modifications

You acknowledge that the use of the Software is provided solely for your benefit. You agree not to use the Software for the benefit of any other third parties (other than your related companies and related businesses). You agree not to (nor attempt to, nor allow any third party to): (a) use the Software in any manner that could damage, disable, overburden, or impair our servers or networks or interfere with any other party’s use and enjoyment of the Software; (b) attempt to gain unauthorised access to any services, user accounts, computer systems or networks through hacking, password mining, or any other means. You may not use any automated means, including agents, robots, scripts or spiders to access or manage your Subscription or the Software, except solely to the extent as may be specifically enabled and authorised in writing by us.

We may take any legal and technical measures to prevent the violation of this provision and enforce these Terms.

2.4 Technical support

Provided you have a current Subscription we will provide technical support to you at no additional charge. We will provide support for the most recent release of our Software and for the immediate prior release for up to four months from the most recent release date. Technical support covers support on standard functionality and a means of reporting to us, and for us to remedy Software defects. Technical support does not include the provision of customisation advice, training, consulting services or problems caused by your administrators, such as your accidental or inadvertent destruction of your own data, or Force Majeure. Appendix A provides further details of our technical support service.

2.5 Third party services and software

The Software may include features that interoperate with third party services or software, either through agreements that we have with the third party service or software providers, or through other means of interoperability made generally available by them, such as application programming interfaces. Such third parties may modify, suspend or terminate their own services and software at any time. To the extent that this is outside of our control, we are not liable for the acts or omissions of any such third parties. You are responsible for ensuring that you comply with all agreements, policies, terms and rules imposed by such third parties in relation to your use of the Software.

2.6 Software warranties

We warrant to you that the Software will perform in all material respects with its published specifications and will be reasonably fit for the purpose for which it is provided. We also warrant to you that the Software will be free of malicious code, and that we will take all reasonable steps to ensure that we do not introduce (whether by our action or our inaction) any malicious code into your systems. We do not warrant that the Software will be error-free.

3. SAAS Software

3.1 Application of this clause

This clause applies to any SaaS Software (if any) included in your Subscription.

3.2 Availability

This clause applies only to SaaS Software included in your Subscription (if any).

3.2(a) We will take all reasonable measures to keep uptime at or above 99.9 per cent. If, due to our error, act or omission, an error or issue with Software or our facility, or a matter within our control, the SaaS Software is either inaccessible or not operating or available to full capacity (an ‘Outage’) for more than 0.1 per cent of the time in a given calendar month, outside Planned Downtime, you will be entitled to a 50 per cent credit of the monthly fee for that month (or equivalent if you have an annual subscription) applied to your account.

3.2(b) However, you acknowledge and agree that the Subscription Service may be unavailable (in whole or in part) from time to time due to: (i) equipment, software or service malfunctions; (ii) maintenance, update or upgrade procedures or repairs; or (iii) causes beyond our control, including, without limitation, interruption or failure of telecommunication or digital transmission links, malicious attacks, the unavailability, operation, or inaccessibility of websites or interfaces, network congestion or other failures, and that, without limitation, we shall not be liable for any unavailability caused by any such issues other than to the extent described in clause 3.2(a).

3.3 Planned downtime

We reserve the right to make some or all of the SaaS Software unavailable from time to time as is required for upgrades, maintenance and updates (‘Planned Downtime’) provided that prior notice of not less than 5 days will be given to you where we are aware or reasonably suspect that unavailability for Planned Downtime will exceed 10 minutes during client business hours or 20 minutes outside client business hours. We will use all reasonable measures to ensure that any Planned Downtime is conducted outside of client business hours.

3.4 Claiming unplanned downtime credit

In order to receive a service credit under clause 3.2(a) you must log a support ticket on or before the 14th day of month following the unplanned downtime event or events, identifying the start and end time of each downtime event and details of the specific problems encountered. We will provide a written response either confirming the application of the credit or providing a reasonable explanation in the event a credit is not applicable. Your right to receive a service credit does not limit your rights in the event of a significant Outage, or repeated or persistent Outages, or any other breach of these Terms (including clause 3.3).

3.5 Hosting facility

We agree that we will comply with, and that the hosting facility that we provide for the hosting of the SaaS Software and our procedures and practices relating to the operation of that hosting facility will at all times comply with the Data Security and Technology terms which we publish on our website at Data Security and Technology | OfficeMaps.

4. Self-hosted software

4.1 Application of this clause

This clause applies to any Self-Hosted Software (if any) included in your Subscription.

4.2 Licence to the software

For the term of this agreement, and subject to the terms of this agreement, and payment of the applicable Fees, we grant you a non-exclusive licence to install and use the Self-Hosted Software in the ordinary course of conducting your business.

4.3 Licence limitations

Without limiting your rights at law, and subject to any conflicting rights granted by this agreement, you must not, without our prior written consent:

4.3(a) reverse engineer, reverse assemble or reverse compile the Software or any part of the Self Hosted Software;

4.3(b) combine or incorporate the Self-Hosted Software in any other program or system without our prior consent in writing;

4.3(c) copy the Self-Hosted Software, in whole or in part, except that you may make copies of your data where necessary or prudent for your internal needs and for business continuity and data security;

4.3(d) use the Self-Hosted Software for any purpose other than for the purposes contemplated in these Terms or the Proposal; or

4.3(e) run or attempt to run more than one instance of the Self-Hosted Software for each Subscription.

5. Your rights and obligations

5.1 Managing your subscription

You may log in securely to your Subscription account to manage your Subscription including changing your contact details or account details, changing any plans applicable to your Subscription, or cancelling your Subscription.

5.2 Client responsibilities

5.2(a) You are responsible for managing user accounts and permissions under your Subscription. You must take reasonable measures to prevent any unauthorised person from accessing the Software or using your secure login for your Subscription, and you are responsible for any damage caused or fees incurred by such person.

5.2(b) You are responsible for, and expressly agree that we are not required to provide any installation, training, implementation or integration services, except as specified in your Subscription or otherwise agreed with us in an accepted Proposal for professional services.

5.2(c) You warrant and undertake that:

• where you disclose information to us (either directly or by uploading or inputting such information to the Software) which identifies a person, that you have the consent of that person to make such a disclosure.
• where you collect, process, or retain Personal Information of an individual person then you will obtain the consent of that person in a manner which complies with applicable privacy legislation and you will indemnify us from any claim arising from your failure to do so.

5.2(d) You are responsible for, and expressly agree that we are not responsible for:

• any performance outcomes from your use of the Software;
• obtaining informed, freely given, and verifiable consent from an individual whose personal data is collected, processed or retained by you in the course of your use of the Software and for complying with applicable privacy laws with respect to that personal data;

1. any issues or defects arising in relation to your data, business processes, software, equipment or network; or

• 1any third party software or services, including any that integrate with the Software, unless such functionality is expressly included in your Subscription.

5.3 Data protection and privacy laws

5.3(a) OfficeMaps Software enables you to store data about individuals and some of that data stored by you in OfficeMaps may constitute Personal Information as that term is defined in our Privacy Policy.

5.3(b) You are responsible for complying with all relevant and applicable legislation (in particular, data protection and privacy laws) when you use OfficeMaps to store or process Personal Information of individuals. We may monitor the storage and processing of data about individuals in OfficeMaps and use the data gathered (consistent with our Privacy Policy) in an aggregated and anonymous manner to provide valuable insights and to improve the functionality of the Software. You agree that we may use and publish such information, provided that such information does not incorporate any Personal Information of individuals and does not identify you.

5.3(c) You must ensure that you have all relevant consents from individuals who use the Software which we make available to you. You indemnify us for any loss or damage suffered by us, or any claim made against us by you or by a third party arising from your failure to comply with these Terms of Service and all relevant and applicable legislation (including applicable data protection laws) when you use OfficeMaps to collect, process or retain Personal Information.

5.4 Data controllers and data processors

5.4(a) Recent important changes to data protection laws in the European Union makes a distinction between entities that process Personal Information for their own purposes (known as “data controllers”) and organisations that process Personal Information on behalf of other organisations (known as “data processors”). In general, a question or complaint about how Personal Information which is subject to those European laws is handled should be directed to the relevant data controller because they have primary responsibility for that Personal Information. We may act as either a data controller or a data processor or both in respect of that Personal Information, depending on the circumstances. For example, if you as a Europe-based customer create an account with us to use our Software, we will be a data controller in respect of your Personal Information that you provide to us as part of the registration process to open your account with us.

5.4(b) Alternatively, if you create an account with us in order to collect, process and retain Personal Information received by you from individuals or otherwise collected by you, we will process that Personal Information on your behalf by enabling the functionality of the Software. In these circumstances, we merely provide the “tools” for you; We do not decide what Personal Information is imported by you into OfficeMaps, or whether that Personal Information is accurate. In that case, you will be the data controller, not us, and you will be responsible to comply with European privacy legislation (if applicable) and to answer any questions from an individual or other third party relating to Personal Information collected by you.

5.4(c) In summary, if you are a European resident or you are collecting Personal Information from European residents and in that event, when we are acting as a data processor and you are the data controller then European privacy legislation requires that you should agree to the terms of our Data Processing Agreement (DPA). Please review that agreement, because it forms a legally binding addendum to this Agreement.

6. Our rights and obligations

6.1 Usage statistics

We reserve the right to use your usage statistics in de-identified form, to allocate resources appropriately and to improve our Software and Services.

6.2 Right to sub-contract

We may appoint employees, sub-contractors or third party service providers to provide all or part of the Services from time to time. We are responsible for the acts, omissions or defaults by any of our subcontractors or personnel in relation to these Terms and Conditions, the Software or the Services, or your data, as if they were our own acts, omissions or defaults. In the event that the DPA applies to you, then our list of Sub-Processors is available here.

6.3 Payments

6.3(a) You must pay the Subscription Fee in advance for each Billing Period.

6.3(b) Payment processing for Fees is provided by a third party payment processor nominated by us, and you may be required to agree to the payment processor’s terms and conditions. We do not collect or store your credit card information. By providing a credit card or other payment accepted by us, you warrant that you are authorised to use that payment method, and that you authorise our payment processor to charge your payment method for our Fees as and when due.

6.3(c) All fees are exclusive of government-imposed value-added taxes such as GST or VAT, or import duties or tariffs. If any such tax is imposed on a supply under this agreement, you must pay the amount of such tax with and in addition to the Fees.

6.3(d) Fees are expressed in Australian dollars unless otherwise specified in your Subscription.

6.3(e) If you make plan changes to your Subscription during a Billing Period that affect your Subscription Fees, any applicable additional charges or fee rebates will be calculated on a pro rata basis for the balance of that Billing Period.

6.4 Fee disputes

If you reasonably believe that an invoice contains an error, and you wish to dispute an invoice, you must notify us within 14 days of the invoice date, ensure all undisputed fees on the invoice are paid, and provide detailed information about any disputed fees. We will not suspend or terminate any Services for non-payment of the disputed fees while the dispute is being investigated. Your payment of an invoice will not prejudice your right to subsequently raise a dispute in relation to the invoice, and is not an admission that the Services or Software are in conformity with these Terms or the agreement. Our records are prima facie evidence of fees owing and paid (absent manifest error).

7. Confidentiality

7.1 Confidentiality

7.1(a) Each party acknowledges that in the course of performing its obligations under this agreement, it may receive Confidential Information which is proprietary and confidential to the other party and any of that party’s clients, directors, employees, contractors or agents. This includes information about your premises, operations, and personnel which we may receive or process as part of our operation and hosting of the SaaS Software.

7.1(b) Each party agrees not to use or disclose Confidential Information of the other party and any of that party’s clients, directors, employees, contractors or agents. However, a party may disclose Confidential Information of the other party to its officers, employees or contractors bound by the same confidentiality obligation, and only to the extent necessary for the party to carry out its obligations under this agreement.

7.1(c) Despite clauses 7.1(a) and 7.1(b) above, either party may use or disclose Confidential Information only to the extent necessary to: