1. About the Application

    1. Welcome to Onboardify (the "Application"), which provides staff and client service management services (the "Services").
    2. Onboardify is operated by Supportmate Pty Ltd (ABN 62640 857 987). Access to and use of the Application, or any of its associated Products or Services, is provided by Supportmate Pty Ltd. Please read these terms and conditions (the "Terms") carefully. By using, browsing, and/or reading the Application, you acknowledge that you have read, understood, and agreed to be bound by the Terms. If you do not agree with the Terms, you must stop using the Application or any of its Services immediately.
    3. Supportmate Pty Ltd reserves the right to review and change any of the Terms at its sole discretion by updating this page. When Supportmate Pty Ltd updates the Terms, it will use reasonable efforts to provide you with notice of the updates. Any changes to the Terms take immediate effect from the date of their publication. Before you continue, we recommend you keep a copy of the Terms for your records.

  2. Acceptance of the Terms

    1. By completing the registration process, you accept the Terms. It is important that you read and understand them. If you do not agree to comply with these terms and conditions, you will not be able to use this app.

  3. Registration to use the Services

    1. To access the Services, complete the registration process and log in to the Application using your registered credentials.
    2. As part of the registration process or as part of your continued use of the Services, you may be required to provide personal information about yourself, such as identification or contact details, including your email address and password. You warrant that any information you provide to Supportmate Pty Ltd during the registration process will always be accurate, correct, and up to date.
    3. Once you have completed the registration process, you will be a registered member of the Application ("Member") and agree to be bound by the Terms.
    4. You may not use the Services and may not accept the Terms if:
    5. You are not of legal age to form a binding contract with Supportmate Pty Ltd, or
    6. You are a person barred from receiving the Services under the laws of Australia or other countries, including the country in which you are a resident or from which you use the Services.

  4. Your obligations as a Member

    1. As a Member, you agree to comply with the following:
    2. You will use the Services only for purposes that are permitted by the Terms and any applicable law, regulation, or generally accepted practices or guidelines in the relevant jurisdictions.
    3. You have the sole responsibility for protecting the confidentiality of your password and/or email address. Use of your password by any other person may result in the immediate cancellation of the Services.
    4. Any use of your registration information by any other person or third parties is strictly prohibited. You agree to immediately notify Supportmate Pty Ltd of any unauthorized use of your password or email address or any breach of security of which you have become aware.
    5. Access and use of the Application are limited, non-transferable, and allow for the sole use of the Application by you for the purposes of Supportmate Pty Ltd providing the Services.
    6. You will not use the Services or the Application in connection with any commercial endeavors except those that are specifically endorsed or approved by Supportmate Pty Ltd.

  5. Copyright and Intellectual Property

    1. The Onboardify application, its services, and all related products are subject to copyright. The material on the Onboardify application is protected by copyright under the laws of Australia and through international treaties. Unless otherwise indicated, all rights, including copyright, in the services and compilation of the Onboardify application (including but not limited to text, graphics, logos, button icons, video images, audio clips, application code, scripts, design elements, and interactive features) are owned or controlled by Supportmate Pty Ltd, and are reserved by Supportmate Pty Ltd for these purposes.
    2. All trademarks, service marks, and trade names are owned, registered, and/or licensed by Supportmate Pty Ltd, which grants to you a worldwide, non-exclusive, royalty-free, revocable license while you are a member to:
    3. use the Onboardify application pursuant to the Terms;
    4. copy and store the Onboardify application and the material contained in the application in your device's cache memory; and
    5. print pages from the Onboardify application for your own personal and non-commercial use.
    6. Supportmate Pty Ltd does not grant you any other rights whatsoever in relation to the Onboardify application or its services. All other rights are expressly reserved by Supportmate Pty Ltd. Supportmate Pty Ltd retains all rights, title and interest in and to the Onboardify application and all related services. Nothing you do on or in relation to the Onboardify application will transfer any:
    7. business name, trading name, domain name, trademark, industrial design, patent, registered design, or copyright, or
    8. a right to use or exploit a business name, trading name, domain name, trademark, or industrial design, or
    9. a thing, system or process that is the subject of a patent, registered design, or copyright (or an adaptation or modification of such a thing, system or process), to you.
    10. You may not, without the prior written permission of Supportmate Pty Ltd and the permission of any other relevant rights owners: broadcast, republish, upload to a third party, transmit, post, distribute, show or play in public, adapt or change in any way the Onboardify application or its services or third-party services for any purpose, unless otherwise provided by these Terms. This prohibition does not extend to materials on the Onboardify application, which are freely available for re-use or are in the public domain.

  6. Privacy

  7. Supportmate Pty Ltd takes your privacy seriously, and any information provided through your use of the Onboardify application and/or services are subject to Supportmate Pty Ltd's Privacy Policy, which is available on the Onboardify application.

  8. General Disclaimer

    1. Nothing in the Terms limits or excludes any guarantees, warranties, representations, or conditions implied or imposed by law, including the Australian Consumer Law (or any liability under them) which by law may not be limited or excluded.
    2. Subject to this clause, and to the extent permitted by law:
    3. all terms, guarantees, warranties, representations, or conditions which are not expressly stated in the Terms are excluded; and
    4. Supportmate Pty Ltd will not be liable for any special, indirect or consequential loss or damage (unless such loss or damage is reasonably foreseeable resulting from our failure to meet an applicable Consumer Guarantee), loss of profit or opportunity, or damage to goodwill arising out of or in connection with the Onboardify application or its services or these Terms (including as a result of not being able to use the Onboardify application or the late supply of the Onboardify application), whether at common law, under contract, tort (including negligence), in equity, pursuant to statute, or otherwise.
    5. Additionally, you agree to comply with all applicable laws, regulations, and codes of conduct regarding your use of the Application and the Services.
    6. Supportmate takes the protection of your personal information seriously, and any data collected through your use of Onboardify is subject to the terms outlined in our Privacy Policy, which is available on the Application.
    7. It is important to note that while Onboardify aims to provide a high-quality user experience, the Application and Services are provided on an "as is" and "as available" basis, without any express or implied warranties or conditions of any kind. Supportmate, its affiliates, directors, officers, employees, agents, contributors, and licensors make no representation or warranty about the Services or any products or services (including those of Supportmate) mentioned on the Application.
    8. Supportmate retains all rights, title, and interest in Onboardify and all related Services. This means that nothing you do on or through Onboardify will transfer any rights, including but not limited to business names, trading names, domain names, trademarks, industrial designs, patents, registered designs, or copyrights, to you, without the prior written permission of Supportmate and any other relevant rights owners.
    9. You are granted a worldwide, non-exclusive, royalty-free, and revocable license to use Onboardify pursuant to the terms of use. This includes copying and storing the Application and its contents in your device's cache memory, as well as printing pages from the Application for your personal and non-commercial use. However, any other rights not expressly granted to you are reserved by Supportmate.
    10. You may not broadcast, republish, upload to a third party, transmit, post, distribute, show or play in public, adapt, or modify the Services or third-party services for any purpose without the prior written permission of Supportmate and any other relevant rights owners. This prohibition does not extend to materials on the Application that are freely available for reuse or are in the public domain.
    11. Please note that nothing in the terms of use limits or excludes any guarantees, warranties, representations, or conditions implied or imposed by law, including the Australian Consumer Law, which by law may not be limited or excluded. Subject to this clause and to the extent permitted by law, all terms, guarantees, warranties, representations, or conditions that are not expressly stated in the terms of use are excluded, and Supportmate will not be liable for any special, indirect, or consequential loss or damage (unless such loss or damage is reasonably foreseeable resulting from our failure to meet an applicable Consumer Guarantee), loss of profit or opportunity, or damage to goodwill arising out of or in connection with the Services or these terms of use (including as a result of not being able to use the Services or the late supply of the Services), whether at common law, under contract, tort (including negligence), in equity, pursuant to statute, or otherwise.
    13. Use of Onboardify and the Services is at your own risk, and Supportmate will not be held liable for any harm, loss, or damage resulting from your use of the Application and Services.

  9. Competitors

  10. If you are a competitor of Onboardify and are in the business of providing similar services for commercial gain, whether for business users or domestic users, you are not permitted to access or use any information or content on our application. If you breach this provision, Onboardify's owner, Supportmate Pty Ltd, will hold you fully responsible for any loss it may sustain and hold you accountable for all profits you might make from such a breach.

  11. Limitation of liability

    1. Onboardify's total liability arising out of or in connection with the services or these terms, however arising, including under contract, tort (including negligence), in equity, under statute, or otherwise, will not exceed the resupply of the services to you. You expressly understand and agree that Onboardify, its affiliates, employees, agents, contributors, and licensors shall not be liable to you for any direct, indirect, incidental, special, consequential, or exemplary damages which may be incurred by you, however caused and under any theory of liability. This shall include, but is not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation, and any other intangible loss.

  12. Termination of Contract

    1. The Terms will continue to apply until terminated by either you or by Supportmate Pty Ltd as set out below. If you want to terminate the Terms, you may do so by sending an email to info@onboardify.au and stating your request and reason to terminate the contract. Supportmate Pty Ltd may at any time, terminate the Terms with you if:
    2. You have breached any provision of the Terms or intend to breach any provision;
    3. Supportmate Pty Ltd is required to do so by law;
    4. The provision of the services to you by Supportmate Pty Ltd is, in the opinion of Supportmate Pty Ltd, no longer commercially viable. Subject to local applicable laws, Supportmate Pty Ltd reserves the right to discontinue or cancel your membership at any time and may suspend or deny, in its sole discretion, your access to all or any portion of the Onboardify application or the services without notice if you breach any provision of the Terms or any applicable law, or if your conduct impacts Supportmate Pty Ltd's name or reputation or violates the rights of those of another party.

  13. Indemnity

    1. You agree to indemnify Supportmate Pty Ltd, its affiliates, employees, agents, contributors, third-party content providers, and licensors from and against:
    2. All actions, suits, claims, demands, liabilities, costs, expenses, loss and damage (including legal fees on a full indemnity basis) incurred, suffered, or arising out of or in connection with Your Content;
    3. Any direct or indirect consequences of you accessing, using, or transacting on the Onboardify application or attempting to do so; and/or
    4. Any breach of the terms.
    5. Please note that if you cancel the contract, no refund will be provided by Supportmate Pty Ltd.

  14. Dispute Resolution

    1. Compulsory: If a dispute arises out of or relates to the Terms, either party may not commence any Tribunal or Court proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought).
    2. Notice: A party to the Terms claiming a dispute ('Dispute ') has arisen under the Terms, must give written notice to the other party detailing the nature of the dispute, the desired outcome and the action required to settle the Dispute.
    3. Resolution: On receipt of that notice ('Notice') by that other party, the parties to the Terms ('Parties') must:
    4. Within 30 days of the Notice endeavor in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree; If for any reason whatsoever, 30 days after the date of the Notice, the Dispute has not been resolved, the Parties must either agree upon selection of a mediator or request that an appropriate mediator. The Parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and without limiting the foregoing undertake to pay any amounts requested by the mediator as a precondition to the mediation commencing. The Parties must each pay their own costs associated with the mediation; Confidential All communications concerning negotiations made by the Parties arising out of and in connection with this dispute resolution clause are confidential and to the extent possible, must be treated as "without prejudice" negotiations for the purpose of applicable laws of evidence.

  15. Venue and Jurisdiction

    1. The Services offered by Supportmate is intended to be viewed by residents of Australia. In the event of any dispute arising out of or in relation to Onboardify, you agree that the exclusive venue for resolving any dispute shall be in the courts of Victoria, Australia.

  16. Governing Law

    1. The Terms are governed by the laws of Victoria, Australia. Any dispute, controversy, proceeding or claim of whatever nature arising out of or in any way relating to the Terms and the rights created hereby shall be governed, interpreted and construed by, under and pursuant to the laws of Victoria, Australia, without reference to conflict of law principles, notwithstanding mandatory rules. The validity of this governing law clause is not contested. The Terms shall be binding to the benefit of the parties hereto and their successors and assigns.

  17. Independent Legal Advice

    1. Both parties confirm and declare that the provisions of the Terms are fair and reasonable and both parties having taken the opportunity to obtain independent legal advice and declare the Terms are not against public policy on the grounds of inequality or bargaining power or general grounds of restraint of trade.

  18. Severance

    1. If any part of these Terms is found to be void or unenforceable by a court of competent jurisdiction, that part shall be severed and the rest of the Terms shall remain in force.
    2. Cancellation of Contract If a customer cancels their contract with Onboardify, no refunds will be provided.

Privacy Policy for Onboardify, a SaaS Software Owned by Supportmate Pty Ltd

  1. We respect your privacy

    1. We at Onboardify, a software application owned by Supportmate Pty Ltd, are committed to protecting the privacy of our customers and users. As such, we adhere to the National Privacy Principles established by the Privacy Act 1988 (Cth). This policy explains how we collect, use, disclose, and safeguard your personal information.

  2. Collection of personal information

    1. "Personal information" is any information that can be identified as being about you. We may receive and store personal information you provide to us directly or through our software application, including basic information such as your name, phone number, address, and email address. We may also collect additional information at other times, including but not limited to when you provide feedback, respond to surveys or promotions, or communicate with our customer support.

  3. How we collect your personal information

    1. We collect personal information from you when you interact with us electronically or in person, when you access our software application, and when we provide our services to you. We may also receive personal information from third parties.

  4. Use of your personal information

    1. We may use your personal information to provide you with information, updates, and our services. We may also use your personal information to inform you of new and additional products, services, and opportunities available to you. We may use your personal information to improve our products and services and better understand your needs. We may also make third-party social media features available to you through our application, but we cannot guarantee the security of any information you choose to make public in those features.

  5. Disclosure of your personal information

    1. Your personal information may be disclosed to our employees, officers, insurers, professional advisers, agents, suppliers, or subcontractors only if it is necessary as outlined in this policy. We will only supply personal information to third parties when it is required for the delivery of our services.
    2. There may be occasions where we need to disclose personal information to comply with legal requirements, such as laws, regulations, court orders, subpoenas, warrants, or in response to a request from a law enforcement agency in the course of a legal proceeding.
    3. We may also use your personal information to protect the copyright, trademarks, legal rights, property, or safety of SUPPORTMATE PTY LTD, its application, website and customers, or third parties
    4. The information we collect may occasionally be stored, processed, or transferred between parties located in countries outside of Australia.
    5. If there is a change of control in our business or a sale or transfer of business assets, we reserve the right to transfer our user databases, along with any personal and non-personal information contained in those databases, to the extent permissible by law. This information may be disclosed to a potential purchaser under an agreement to maintain confidentiality. We will only disclose information in good faith and where required by any of the above circumstances.
    6. By providing us with your personal information, you consent to the terms of this Privacy Policy and the types of disclosure covered by this Policy. When we disclose your personal information to third parties, we will request that the third party follows this Policy regarding the handling of your personal information.

  6. Security of your personal information

    1. SUPPORTMATE PTY LTD takes the security of your personal information very seriously and has implemented physical, electronic, and managerial procedures to ensure that your information is secure and protected from unauthorized access, misuse, interference, loss, modification, and disclosure. However, the transmission and exchange of information over the internet is carried out at your own risk and we cannot guarantee the security of any information that you transmit to us or receive from us. While we take measures to safeguard against unauthorized disclosures of information, we cannot assure you that personal information that we collect will not be disclosed in a manner that is inconsistent with this Privacy Policy.

  7. Access to your personal information

    1. Under the provisions of the Privacy Act 1988(Cth), you have the right to request details of the personal information that we hold about you. If you would like a copy of your information or believe that any information we hold about you is inaccurate, out of date, incomplete, irrelevant or misleading, please email us at info@onboardify.au. A small administrative fee may be payable for the provision of this information. Please note that we reserve the right to refuse to provide you with information that we hold about you in certain circumstances as set out in the Privacy Act.

  8. Complaints about privacy

    1. If you have any complaints about our privacy practices, please contact us at info@onboardify.au. We will respond promptly to your written notice.

  9. Opt-out right

    1. You can opt-out of information collection by uninstalling the Application. You may use the standard uninstall processes available as part of your mobile device or via the mobile application marketplace or network. Alternatively, you can request to opt-out via email at info@onboardify.au.

  10. Changes to Privacy Policy

    1. Please note that we may change this Privacy Policy from time to time, in our sole discretion. All modifications will be effective immediately upon our posting of the modifications on our website or notice board. Please check back periodically to review our Privacy Policy.

  11. Application Usage Data

    1. When you access the SUPPORTMATE PTY LTD software application, certain information such as your mobile device's unique ID, IP address, type of mobile internet browser, and how you use the application may be collected. This data is collected in an aggregated manner to analyze and improve our services.

  12. Use of Cookies

    1. Cookies may be used on our software application to identify and store details about your usage of the application. Cookies are not harmful and are automatically accepted by most devices, but you can choose to reject cookies by changing your device settings, although this may limit your ability to use the application's full features.

  13. Automatic Data Collection

    1. The application may collect certain information automatically, such as your mobile device's unique ID, IP address, type of mobile internet browser, mobile operating system, and how you use the application.

  14. Third-Party Links

    1. The application may contain links to other websites or applications that are not owned or controlled by SUPPORTMATE PTY LTD. These links are provided for your convenience, and we do not endorse or approve of these third parties. Please be aware that we are not responsible for the privacy practices of these other websites or applications, and we encourage you to read their privacy policies.

  15. Geo-Location

    1. When you use our mobile application, GPS or similar technology may be used to determine your current location, but we will not share this information with other users or partners.

This SaaS Services Agreement ("Agreement") is made between Supportmate Pty Ltd ACN 640 857 987 ("Company"), the owner of the software application Onboardify, and the customer ("Customer") who pays for the services provided by the application. This Agreement consists of Schedules 1 and 2, along with the attached Terms and Conditions, which contain warranty disclaimers, liability limitations, and use limitations. No variation to the terms of this Agreement will be effective unless it is in writing and signed by both the Company and the Customer, except as otherwise permitted by this Agreement.

  1. SaaS Services and Support

    1. Subject to the terms of this Agreement, the Company will make commercially reasonable efforts to provide the Customer with the services of Onboardify in accordance with the Service Level Terms attached in Schedule 1. The Company will also provide the Customer with reasonable technical support services in accordance with its standard practice, subject to this Agreement.

  2. Restrictions and Responsibilities

    1. Except as otherwise permitted by the Copyright Act 1968 (Cth) or agreed to in writing by Supportmate Pty Ltd, the Customer must not reverse compile, disassemble, remove, release, disclose, reveal, copy, extract, modify, or otherwise reverse engineer all or any part of the Services or any software, documentation, or data related to the Services.
    2. With respect to any Services that are distributed or provided to the Customer for use on the Customer’s premises or devices, the Company hereby grants the Customer a non-exclusive, non-transferable, non-sub-licensable license to use such Services during the Term only in connection with the Services. The Customer represents, covenants, and warrants that it will use the Services only in compliance with the Company's standard published policies then in effect (the "Policy") and all applicable laws and regulations.
    3. The Customer agrees to indemnify and hold harmless the Company against any damages, losses, liabilities, settlements, and expenses (including, without limitation, costs and legal fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from the Customer's use of the Services. Although the Company has no obligation to monitor the Customer's use of the Services, it may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
    4. The Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers, and the like (collectively, "Equipment"). The Customer shall also be responsible for maintaining the security of the Equipment, the Customer account, passwords (including but not limited to administrative and user passwords), and files and for all uses of the Customer account or the Equipment with or without the Customer's knowledge or consent.

  3. Confidentiality and Proprietary Rights

    1. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (referred to as “Proprietary Information” of the Disclosing Party).
    2. Proprietary Information of the Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of the Customer includes non-public data provided by the Customer to the Company to enable the provision of the Services (“Customer Data”).
    3. The Receiving Party agrees:
    4. to take reasonable precautions to protect such Proprietary Information, and
    5. not to use (except in performance of the Services or as otherwise permitted in this Agreement) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document
    6. is or becomes generally available to the public, or
    7. was in its possession or known by it prior to receipt from the Disclosing Party, or
    8. was rightfully disclosed to it without restriction by a third party, or
    9. was independently developed without use of any Proprietary Information of the Disclosing Party or
    10. is required to be disclosed by law.
    11. The Customer shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to the Customer as part of the Services. The Company shall own and retain all right, title and interest in and to
    12. the Services, all improvements, enhancements or modifications thereto,
    13. any software, applications, inventions or other technology developed in connection with Implementation Services or support, and
    14. all intellectual property rights related to any of the foregoing.
    15. Notwithstanding anything to the contrary, the Company shall have the right collect and analyse data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and the Company will be free (during and after the term) to
    16. use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and
    17. disclose such data solely in aggregate or other de-identified form in connection with its business.
    18. No rights or licenses are granted except as expressly set out in this Agreement.

  4. Payment of Fees

    1. The Customer will pay the Company the then applicable fees described in the Order Form for the Services and Implementation Services in accordance with this Agreement (the “Fees”).
    2. If the Customer’s use of the Services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), the Customer shall be billed for such usage and the Customer agrees to pay the additional fees in the manner provided in this Agreement.
    3. The Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or the current renewal term, upon thirty (30) days prior notice to the Customer (which may be sent by email).
    4. If the Customer believes that the Company has billed the Customer incorrectly, The Customer must contact the Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to the Company’s customer support department.
    5. The Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by the Company thirty (30) days after the mailing date of the invoice.
    6. Unpaid amounts are subject to an interest charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service.
    7. Where applicable, any goods or services tax, charge, impost or duty payable in respect of this Agreement or the supply of any goods or service made under or in respect of this Agreement and any other taxes, duties or levies will be paid by the Customer at the then-prevailing rate.

  5. Term and Termination

    1. Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.
    2. In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of non-payment), if the other party materially breaches any of the terms or conditions of this Agreement. The Customer will pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination, the Company will make Customer Data available to the Customer in a form the Company deems appropriate for a period of thirty (30) days, but thereafter the Company may, but is not obligated to, delete stored Customer Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

  6. Warranty and Disclaimer

    1. The Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimises errors and interruptions in the Services and shall perform the Implementation Services in a professional and proper manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by the Company or by third-party providers, or because of other causes beyond the Company’s reasonable control, but the Company shall use reasonable efforts to provide advance notice in writing or by email of any scheduled service disruption. However, the Company does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services.
    2. While all due care has been taken, the Company does not warrant that the operation of the Services will be uninterrupted or error free or that any third party components of the Services, will be accurate or error free or that the Services will be compatible with any application, program or software not specifically identified as compatible by the Company
    3. The Company’s obligation and the Customer’s exclusive remedy during the License Period and any Renewal Period are limited, in the Company’s absolute discretion, to:
    4. The Company, at its own expense, using all reasonable endeavors to rectify any non-conformance of the Services by repair (by way of a patch, workaround, correction or otherwise) within a reasonable period of time; or
    5. a refund of the Fees paid if, in the Company’s reasonable opinion, it is unable to rectify such non-conformance within a reasonable timescale or at an economic cost, whereupon this Agreement will terminate.
    6. The Customer acknowledges and accepts that it is the Customer’s sole responsibility to ensure that:
    7. the facilities and functions of the Services meet the Customer’s requirements.
    8. the Services are appropriate for the specific circumstance of the Customer and are within the laws and regulations of the Customer’s jurisdiction.
    9. the Company does not purport to provide any legal, taxation or accountancy advice by providing the Service under this Agreement.
    10. The Company will not be liable for any failure of the Services to provide any function not described in the documentation (provided online as part of the Services) or any failure attributable to:
    11. any modification to the Services other than by the Company;
    12. accident, abuse or misapplication of Services by the Customer;
    13. use of the Services with other software or equipment without the Company’s written consent;
    14. use of other than the latest, unaltered current release of the Services;
    15. or use other than in accordance with this Agreement.
    16. If, upon investigation, a problem with the Services is determined not to be the Company’s responsibility, the Company may invoice the Customer immediately for all reasonable costs and expenses incurred by the Company in the course of or in consequence of such investigation.

  7. Indemnity

    1. The Customer will at all times indemnify and hold harmless the Company and its officers, employees and agents in respect of any third party claim for any injury, loss, damage or expense occasioned by or arising directly or arising directly or indirectly from:
    2. a breach by the Customer of its obligations under this Agreement;
    3. any willful, unlawful or negligent act or omission of the Customer.
    4. Limitation on liability
    5. Except in the case of death or personal injury caused by the Company's negligence, the liability of the Company under or in connection with this Agreement whether arising in contract, tort, negligence, breach of statutory duty or otherwise must not exceed the fees paid by the Customer to the Company for the Services under this Agreement in the 12 months prior to the act that gave rise to the liability, in each case, whether or not the Company has been advised of the possibility of such damages.
    6. Neither party is liable to the other party in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other party of an indirect or consequential nature including any economic loss or other loss of turnover, profits, business or goodwill.

  8. General

    1. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
    2. This Agreement is not assignable, transferable or sublicensable by the Customer except with the Company’s prior written consent. The Company may transfer and assign any of its rights and obligations under this Agreement without consent.
    3. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in writing signed by both parties, except as otherwise provided in this Agreement.
    4. No agency, partnership, joint venture, or employment is created as a result of this Agreement and the Customer does not have any authority of any kind to bind the Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and legal fees.
    5. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
    6. This Agreement takes effect, is governed by, and will be construed in accordance with the laws from time to time in force in Victoria, Australia. The Parties submit to the non-exclusive jurisdiction of the courts of Victoria.

  9. Executed as a deed

    1. Executed by SUPPORTMATE PTY LTD ACN 640 857 987 in accordance with section 127(1) of the Corporations Act 2001 (Cth):
    2. Executed by Customer paying for services in accordance with section 127 of the Corporations Act 2001 (Cth) by:

  10. SCHEDULE 1 Specifications

      Statement of Work

    1. Setting up a separate account for the Company.
    2. Provide support in case of usability issues.
    3. Setup is managed by the customer paying for the services.
    4. License fee to be based on services being opted for.

      5. Service Level Terms

    5. Support to be provided to customers by email or via chat from company website.
    6. Support services available from 9am to 5 pm AEST/ AEDT

      7. Support Terms

    7. The Company will provide Technical Support to the Customer via both chat from website and email on weekdays during the hours of 9:00 am through 5:00 pm Australian Eastern Standard Time, with the exclusion of Australian Public Holidays (“Support Hours”). The customer may initiate a helpdesk ticket during Support Hours emailing info@onboardify.au. The Company will use commercially reasonable efforts to respond to all Helpdesk tickets within one to three business days.

  11. SCHEDULE 2 SAAS Services Order Form

    1. Customer: Customer paying for services
    2. Services: staff and client management services (the “Service(s)”)
    3. Services Fees: $license fee depends on the level of service selected by client per month, payable in advance, subject to the terms of Section 4 of this Agreement.
    4. Initial Service Term: until the customer wants to continue Year (s)
    5. Service Capacity: 500 GB
    6. Implementation Services: the Company will use commercially reasonable efforts to provide the Customer the services described in the Statement of Work (“SOW”) found in Schedule 1 of this Agreement (“Implementation Services”), and the Customer shall pay the Company the Implementation Fee in accordance with the terms of this Agreement.
    7. Pilot use: if the Services use during the Pilot Period will be restricted to non- productive evaluation use. During pilot/evaluation use: (1) no fees will apply, except for any Pilot Use Fee specified below, (2) the Services are provided “AS IS” and no warranty obligations of the Company will apply, and (3) the Customer may terminate this Agreement and all of its rights hereunder by providing the Company written notice thereof no less than 10 days prior to the end of the Pilot Period; otherwise, this Agreement shall continue in effect for the Initial Service Term (subject to earlier termination as provided in the Agreement).
    8. Pilot Period: 10 days free trial
    9. Pilot Use Fee: $0