Terms & Conditions
Effective Date: 05 September 2024
1. Agreement Overview
1.1 Agreement Composition: This document, along with any Order Form, our Privacy Policy and any referenced policies, forms the agreement between StackUp Operations Pty Ltd (ABN 68 680 185 059) ("StackUp," "we," "us," or "our") and you ("you," "your," or "Customer"). The Agreement applies to your use of the StackUp Services. The latest version of this Agreement is published on our website and governs each use of the StackUp Services. By continuing to use our services, you accept any changes made to this Agreement.
1.2 Subscription Plans: Customers may access the StackUp Services via a subscription plan, which may be based on the number of users ("User Subscription Plan"), or another agreed basis. Pricing and terms are detailed on our website when you subscribe, or via an Order Form.
- User Subscription Plan: Pricing is based on the number of users. Changes in user numbers will affect the subscription cost.
1.3 Additional Services: If different services are required, separate agreements may apply.
1.4 Acceptance: By using StackUp Services, you agree to the latest version of this Agreement.
2. StackUp Services
2.1 Service Provision: We will use reasonable efforts to provide the services described when you registered for the service or via the Order Form.
2.2 Customer Responsibilities: You are responsible for the use of the StackUp Services, including determining users and guest users and their permissions, and managing your content.
2.3 Third-Party Providers (3PP): If a third party facilitates your access to StackUp Services, you warrant that the third party is authorised to act on your behalf. Both you and the third party are liable for costs incurred.
3. Privacy and Confidentiality
3.1 Our Commitment:
- We will not disclose your confidential or personal information, except as necessary for service provision, legal requirements, or with your permission.
- We will maintain appropriate security measures to protect your information.
- We will comply with applicable privacy laws and the European Data Processing Terms if relevant.
3.2 Your Commitment:
- Ensure you have the necessary rights and consents to allow us to handle your content.
- Comply with privacy laws related to your content.
- Do not disclose our confidential information without permission.
- Do not attempt to disassemble or reproduce our scoring algorithm questions, software, website or content.
4. Fees and Payment
4.1 Subscription Fees: Fees commence on the subscription plan start date.
4.2 Billing and Payment: Fees must be paid as outlined when you registered for the service or in the Order Form. Payment obligations are non-cancellable, and fees are non-refundable.
4.3 Billing Information: You must provide and update accurate billing information. If payment is not received, we may suspend your account and seek recovery of unpaid fees.
4.4 Taxes: You are responsible for all applicable taxes related to your purchases of StackUp Services.
5. Intellectual Property Rights
5.1 Limited Licence: We grant you a non-exclusive, revocable license to use StackUp Services as permitted by this Agreement. This license does not grant ownership rights or access to source code.
5.2 Restrictions: You may not share, modify, or reverse engineer our services or works, or circumvent any fee structures or security measures.
6. Termination
6.1 Term and Renewal: The Agreement remains in effect for the duration of your subscription term unless terminated earlier as allowed in this Agreement. Subscription plans automatically renew unless you provide written notice of non-renewal 30 days before the term ends.
6.2 Termination for Cause: Either party may terminate this Agreement for material breach or insolvency of the other party.
6.3 Termination for Convenience: You may terminate this Agreement at any time (outside of any minimum contract term) with written notice, but no refunds will be provided for fees paid.
7. Limitation of Liability
7.1 Exclusions: To the maximum extent permitted by law, we exclude all implied guarantees, warranties, and conditions.
7.2 Liability Cap: Our maximum liability for all claims is limited to the amounts paid by you under this Agreement in the last twelve months. We are not liable for any direct, indirect, incidental, or consequential damages arising from the use of our services. This includes, but is not limited to, damages for loss of profits, data or other intangible losses.
7.3 Indemnification: You indemnify us against third-party claims arising from your breach of this Agreement or your content. We indemnify you against third-party claims alleging that your use of StackUp Services infringes intellectual property rights.
7.4 Disclaimer of Liability
StackUp provides its services, including any data, recommendations, or information, on an "as-is" and "as-available" basis. We make no representations or warranties of any kind, express or implied, regarding the accuracy, completeness, or reliability of the data or recommendations provided. You acknowledge and agree that any actions or decisions you make based on your use of StackUp services or information are at your own risk. StackUp shall not be liable for any inaccuracies, errors, or omissions in the data or recommendations provided, nor for any actions, decisions, or outcomes resulting from your use of our services.
8. Dispute Resolution
8.1 Mediation: In the event of any dispute arising out of or in connection with this Agreement, the parties agree to first meet and discuss the matter in good faith within seven (7) business days of one party notifying the other of the dispute. If the dispute is not resolved through discussion, the parties agree to proceed to mediation. The mediation shall be conducted by an independent mediator, mutually agreed upon by the parties. The costs of the mediator shall be shared equally between the parties.
9. Miscellaneous
9.1 Governing Law: This Agreement is governed by the laws of New South Wales, Australia, and each party submits to the non-exclusive jurisdiction of the courts of New South Wales.
9.2 Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes prior communications.
9.3 Assignment: You may not assign this Agreement without our written consent. We may assign this Agreement in connection with an internal restructuring or business sale.
9.4 Amendments: We may update this Agreement as our business evolves, providing reasonable notice before changes take effect.
10. Contact Us
If you have any questions about these terms, please contact us at:
Postal Address
StackUp Operations Pty Ltd
Level 7, 28 Foveaux St,
Surry Hills NSW 2010
Australia
Email
info@stackup.group