SERVICE TERMS
We continually strive to provide a service that our customers value, continue to use and advocate other organisations to use. These Service Terms are used to clarify the obligations of both parties and seek to convey that our Services to you are safe, secure and supported and that you will use the Service with respect as to not limit the safety or function of the Service.
1. OVERVIEW
1.1. These terms (Terms) govern the relationship between The Insight Factory Pty Ltd ABN 63 63 64 64 045 (us, our) and you (you are either a Company representative creating an Authorised Customer or a User of our Services)
1.2. These Terms specify your obligations to establish or use our web applications provided by sub-domains of https://InsightRover.com and/or our other applications providing the same or similar function (Applications), also referred as our “Service(s).”
1.3. By complying with one or more of below Acceptance Methods, you expressly agree to, and consent to be bound by these terms on behalf of yourself or the entity you represent. The “Effective Date” of your acceptance is the earliest of the complied acceptance methods. You represent and warrant that you have the right, authority, and capacity to accept and agree to these Terms on behalf of yourself or the entity you represent.
Acceptance Methods
- Clicking “I Agree” (or similar) to these terms
- Accepting an offer to use of our Services, on behalf of your organisation and your Services Users
- Paying an invoice for the use of our Services, on behalf of your organisation and your Services Users
- Accessing the Services
1.4. If you do not agree to all these terms, you should not accept these Terms or use the Services.
1.5. We may update these terms from time to time. If we do, we will notify you and your continued use of the Services will indicate your acceptance of the revised terms.
1.6. Our Privacy Policy and any other legal notices provided via the Service are incorporated by reference into these Terms and you are agreeing to accept and abide by them by using the Services.
2. ABOUT INSIGHT ROVER
2.1. The Service is a multi-tenancy Software-as-a-Service application
2.2. Access to Insight Rover is licensed to a Company and that Company will be setup as a tenant of the Service, this will be seen to operate as a sub-application of the Service.
2.3. A Company will have one or more Users of the Service.
3. Authorised CUSTOMER
3.1. An Authorised Customer is required to create, and continue to make available, the Services
3.2. A Company is granted, and maintained as, an Authorised Customer in accordance with these Terms and on accepting a proposal from us and on paying any applicable charges relating to the Service when due
3.3. The proposal to use the Service as an Authorised Customers must be established by an Authorised Representative of the Company
3.4. The Company will be the legal entity who accepts an offer to become a Customer of the Service and where a Customer tenant is created in the Service. That tenant will grant the Customer, and its Users, access to a sub-domain of https://InsightRover.com (for example https://yourcompany.InsightRover.com).
3.5. The Company grants us the right to use their name, logo and a brief overview of their usage of the Service for marketing of the Service
3.6. As an Authorised Customer, we will collect, store and disclose your information in accordance with our Privacy Policy.
4. Users
4.1. An Authorised Customer will create, or have created for them, Users. These will be an individual stakeholder of the Customer who they authorise to have access to the Service and the data in the Service.
4.2. When you are created as a Service User, we will collect, store and disclose your information in accordance with our Privacy Policy.
4.3. You must keep any account password confidential and are entirely responsible if you do not maintain such confidentiality. You must immediately notify us if any unauthorised third party becomes aware of that password or if there is any unauthorised use of your email address or any breach of security known to you. You agree that we are not responsible or liable in the event that a person to whom your password is disclosed uses the Site.
4.4. We may allow multiple persons to access an account (Users), each of whom is aware of these Terms and bound by these Terms.
4.5. Those Users will have access to one, only one, tenant of the Service.
4.6. You warrant that all information you provide in your account is accurate and up to date and you will promptly inform us of any changes.
4.7. We may without notice suspend or close your account if you (or someone accessing your account) is in breach of these Terms or we reasonably suspect such a breach has occurred or will occur.
4.8. You warrant that any users created in your Service accepts the function of the Service, especially regarding communications sent from the Service to them.
5. TERM AND TERMINATION
5.1. These Terms commence on the Effective Date and remain in effect as long as you continue to have access to the Services, or until terminated in accordance with the provisions of these Terms.
5.2. You may stop using our Services any time and remove your access to the Service.
5.3. We may suspend or terminate your use of our Services if you do not comply with these Terms, or use the Services in any way that would cause us legal liability or disrupt others’ use of the Services.
5.4. We may also change or remove, at any time, any features currently offered as part of the Services, or the Services themselves, by giving reasonable notice of any changes and allow you the opportunity to withdraw from the Services. Upon termination, your account and right to use the Services will automatically terminate.
5.5. If the Customer Account is terminated, for any reason;
5.5.1. we will immediately remove access to the system for all Customer Users from the Termination Date. The Termination Date will be the earlier of the date in which an expiry date is reached or the date in which a Customer User breaches these Terms.
5.5.2. and you wish to access your data following termination, we may offer you;
5.5.2.1. a read-only license (you will not be permitted to create new data) to access to the Service for a defined period. This capability will be offered at a price of 10% of the last contracted Service price and apply from the date your existing agreement expires. The read-only license will be subject to all relevant Terms of this agreement.
5.5.2.2. A proposal for us to export your relevant data into a suitable format. This proposal will be at additional cost to the Services provided in these terms and agreement of that service will be outside of these terms.
5.6. Upon termination, and completion of any agreed read-only period or data extraction services, we will delete all of your data from the Service.
6. GRANT OF ACCESS AND END USER LICENCE
6.1. We operate the Service, which we provide for your use, as defined by the Company of the Authorised Customer in which you have access, via standard web and mobile internet browsers. Access to the Service may be suspended, restricted or terminated at any time.
6.2. You must not, and not allow others to use or permit anyone else to access the Site or any Application:
6.2.1. to upload, send or receive any defamatory, unlawful, abusive or pornographic material or material that infringes the rights of third parties or that could incite illegal activity;
6.2.2. to upload, send or receive any material which is technically harmful, limits the functionality of software or hardware or intended to intercept communications;
6.2.3. for any purpose that is unlawful or fraudulent, involves resale of the Services, attempts to access unauthorised data or configurations or interferes with the functionality of the Services;
6.2.4. to send unsolicited mail messages, with any robot, spider or similar manual or automatic tool or process for any reason without our written consent use the Site; or
6.2.5. in breach of these Terms.
6.3. We do not warrant that the Services will be available at all times or are free from error. If there is an issue with the Service please see the Service Incidents process.
6.4. Where the Services contains links to third party sites, we have no control over, do not accept, and we assume no responsibility for the content or products of such third-party sites.
6.5. We may temporarily suspend your access to the Services without notice for security reasons, system failure, maintenance and repair, or other similar circumstances. To the fullest extent permitted by law you agree that you will not be entitled to any refund or rebate for such suspensions.
6.6. Subject to these Terms, we grant you a non-transferable, non-exclusive, right (without the right to sublicense) to access and use the Services for your internal business purposes (Permitted Purpose).
6.7. Any business decisions or actions that you take as a result of information that is provided by the Service is at your risk. We do not warrant or guarantee any information provided by the Service.
6.8. You may not use the Service to on-sell or to provide a service of any nature to a non-contracted party. Users of the Service must be employees or directly contracted resources of your organisation
7. UPDATES
7.1. From time to time, we may develop bug fixes, patches, new functionality, updates, upgrades and other modifications to improve the performance of the Services (Updates).
7.2. Updates may be automatically installed without providing any additional notice or receiving any additional consent. We will have tested these Updates prior to release but do not warrant they are without defect. If there is a defect we will resolve as per our Service Incidents process.
7.3. Updates are subject to these Terms together with any additional terms that may be provided with such Update. Your continued use of the Service following such Update is your agreement to all such additional terms.
8. SERVICE INCIDENTS
8.1. A Service Incident is a bug, error, performance limitation or outage of the Service
8.2. While we are focused on the quality of our Service and the testing of that Service, it may be that Service Incidents occur. If you do experience a Service Incident you can contact us via ServiceIncident@InsightRover.com
8.3. If you raise a Service Incident, please include the details of how you experienced the issue and your contact details so we can work with you to replicate and resolve that Service Incident.
9. CONTENT
9.1. Certain materials may be displayed or performed on the Services including, but not limited to text, data, graphics, images, video, audio, photographs, articles, and other materials (Content).
9.2. The Content may be owned by us or by others, including other users of the Services or our third-party partners. Use of the Services does not confer ownership rights to the Content. Except as may be expressly granted by us, you may use the Content solely for the Permitted Purpose in connection with the Services.
9.3. You represent and warrant that you have all rights to Content you give us in the course of using the Services. You grant to us (for the period you are licensed to use the Service) a royalty-free and transferable right for us to use the Content so that we can provide the function of the Service to you.
10. SERVICE REQUIREMENTS
10.1. Our Services are designed to work with:
10.1.1. an always-on high-speed Internet connection;
10.1.2. a valid user account;
10.1.3. a modern computing device with a recent version internet browsers, Windows, Mac or Android OS and a screen resolution at or above 1024 x 1200
10.2. You acknowledge that the Services may not work as described when these requirements have not been met.
10.3. Although the Site may be accessible worldwide, our Services are not designed for use in all countries, and some or all of the features of the Service may not work or be appropriate for use in a particular country. You accept responsibility for using the service in the country you access the service from.
10.4. We do not guarantee the Services will be available 100% of the time. The Services are subject to sporadic interruptions and failures for a variety of reasons beyond our control, including but not limited to network intermittency, broadband Internet service provider uptime, mobile Internet service provider uptime, reliability of mobile smartphone notifications (such as “push” notifications), and reliability of other third-party products and services (such as satellite communications) to which our Services may be integrated with. You acknowledge these limitations and agree that we are not responsible for any damages allegedly caused by the failure or delay of the Services.
11. PRICE AND PAYMENT
11.1. The prices applicable to the Services are provided to you in a proposal and/or invoice and are in Australian Dollars, exclusive of any taxes and may be changed by us at any time.
11.2. Pricing may be subject to usage limits (for example numbers of users, metrics, modules or elements of functionality) and any price paid is only for the use of the Service up to those limits. Where Services have been paid in-advance, any usage above the maximum paid level may be subject to additional charges. At our discretion those additional charges may take the form of either;
11.2.1. An step up to the relevant pricing tier and a pro-rata payment for the difference between sums paid and the new charge for the committed period where a higher usage tier has been utilised for 2 consecutive months (or more than 3 months in the contracted period) and where we have notified you of such
11.2.2. A one-off charge
11.3. You are responsible for paying all applicable fees and charges and paying any taxes applicable to your purchases from us in connection with the Services selected by you in accordance with these Terms.
11.4. Only valid credit cards or other payment method acceptable to us may be used and all refunds will be credited to the same card or, in our discretion, other methods.
11.5. By submitting your order, you represent and warrant that you are authorized to use the designated card or method and authorize us to charge your order (including taxes, shipping, handling and any other amounts) to that card or other method.
11.6. We may from time to time offer the subscription in connection with our Services, including re-billable monthly subscriptions or other periodic subscriptions. With respect to subscription services subject to recurring periodically billing and/or automatic renewal, you agree that we may periodically submit charges to your designated method of payment without further authorization from you, until you provide prior notice to us that you wish to terminate this authorization or to change your method of payment. You agree to keep your contact information, billing information and credit card information (if applicable) up to date.
12. INTELLECTUAL PROPERTY
12.1. You acknowledge that the Services incorporate confidential and proprietary information and you must not disclose it to any person without our consent.
12.2. All rights, patents, trademarks, service marks, trade names, domain names, social media identifiers, designs, whether registered or unregistered (IPR) in the Services including any database operated by us, text, graphics, software, photos, video, music, sound, data, all software compilations, underlying source code (including applets and scripts) is our property (or that of our licensors). You shall not, and shall not attempt to, obtain any ownership or title to any such property. All rights are reserved.
12.3. Other than for the purposes of accessing the Services in accordance with these Terms, none of the material listed above, in whole or in part, may be reproduced, reverse engineered, distributed, copied, modified, distributed, published, downloaded, displayed, posted, performed or transmitted in any form or by any means, sold, rented, re-sold, licensed or sub-licensed, used to create derivative works, or in any way exploited without our prior express written permission.
12.4. Any unauthorised use of the Services is strictly prohibited and will terminate the licence granted in these Terms. No licences or rights are granted to you by implication or otherwise, except for the licences and rights expressly granted to you.
13. INDEMNIFICATION
13.1. To the fullest extent permitted by law, you agree to defend, indemnify, and hold us and our officers, directors, employees, affiliates, agents, licensors, and suppliers, harmless from and against any damages, claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting in connection with,
13.1.1. your or your Users’ use of the Site or Services, including without limitation your negligence and wilful misconduct;
13.1.2. you or your Users’ violation of law or third party right;
13.1.3. your or your Users’ violation of these Terms; or
13.1.4. your use or reliance upon Other Services or Third Party Sites.
14. WARRANTY DISCLAIMERS
14.1. We will use reasonable care and skill in performing our obligations under these Terms.
14.2. We accept liability for:
14.2.1. death and personal injury caused by our negligence;
14.2.2. our fraud;
14.2.3. any implied contractual terms that cannot be excluded or limited under applicable law, including the Australian Consumer Law; and
14.2.4. any loss that flows naturally from our breach of these Terms, however we limit such loss to an amount equal to the amount of the fees paid by you to us in the month in which the event giving rise to the loss occurred.
14.3. Other than as specifically accepted in section 14.2 above, we are not liable for any other losses or damages you may suffer, including any:
14.3.1. loss caused by you or to the extent it results from your failure to take reasonable steps to avoid or minimise that loss;
14.3.2. loss caused by event falling outside our reasonable control;
14.3.3. indirect or consequential losses (including loss of revenue, profits, enjoyment or loss of business); or
14.3.4. losses you might suffer as a result of any harmful code or viruses, the quality of data or unauthorised access to information we hold.
14.4. Except as expressly stated in these Terms, all warranties, conditions and other terms, whether express or implied, by statute, common law or otherwise are excluded to the fullest extent permitted by law.
14.5. Nothing in these Terms shall attempt to exclude liability that cannot be excluded under applicable law.
15. DISPUTES
15.1. If a dispute arises between you and us, our goal is to provide you with a cost-effective means of resolving the dispute quickly. We strongly encourage you to first contact us to seek a resolution. If your dispute is not resolved by contacting us, all legal notices and formal disputes should be sent to the address under ‘Notices’
15.2. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.
16. NOTICES
16.1. Legal notices must be served (in the case of us) to: ContactUs@InsightRover.com and (in the case of you), to the email address you provide to use during the registration process.
16.2. Notice will be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid or that the email has not been delivered. Alternatively, we may give you legal notice by mail to the address provided by you during the registration process. In such case, notice will be deemed given three days after the date of mailing.
17. DATA, SECURITY AND PRIVACY
17.1. Your data will be stored in the Microsoft Azure cloud service located in Australia or at a location specifically made aware to your Company when they become an Authorised Customer.
17.2. Passwords are securely stored and are ‘hashed’.
17.3. The Service is provided as a multi-tenancy Software as a Service. Access to the Service is limited to an authorised User that is directly linked to one, and only one, Customer’s data, yours.
17.4. You own all data that you input into the system, we own any information that is derived by the Service.
17.5. Part of the Service may be to offer benchmarking intelligence to you where we compare non-personally identifiable data across our customers to provide further intelligence to you. Usage of the Service is your agreement for us to provide you this Service.
17.6. We are aware of the Australian Government Privacy Act (1988) and our obligations under that Act.
17.7. In the very unlikely event that we believe there may have been a compromise of our Service, we will alert you. We will investigate that potential compromise and inform you if we believe there has been a breach of data, the extent of that breach and communicate our corrective actions.
17.8. We will back up the data in the Service at least on a daily basis and retain that data for as long as you are licensed to use our Service. Please see this link for a detailed description of the backup capability provided. https://docs.microsoft.com/en-us/azure/sql-database/sql-database-automated-backups?tabs=single-database
17.9. Restoring data in a SaaS environment can have limitations where the restore is only for one tenant’s data. The primary reason for our Data Backups are for the function of recovering from a complete system outage. By design, some configuration data and metadata in the Service applies to all tenants of the Service. This makes selective data restoration potentially limited. You may request a restore of any or your data. Our ability to comply with that request and perform any services will be managed outside these terms and will be an additional service that is provided as a proposal for your consideration. All efforts to restore data are on a best endeavours basis.
18. FAIR USE POLICY
We provide this Service to you as described on our Site and your Company is licensed to use the Service via an agreement. That agreement may have limitations on the number factors (for example maximum users licensed or the number of Metrics created or the use of certain functions). Your continued use of the Service is permitted only where you are not ‘gaming’ those limitations in order to minimise the cost of the service. The price we charge to use the service may be related to the storage and performance of the Service; your continued use of the Service is permitted only where you are not placing unreasonable load on the Service.
If use of the system has ‘Unlimited’ use of a particular capability, then that should be generally taken to mean a maximum of;
Activated Users – 10% of the number of Metrics licensed
Open Projects – the same number of Metrics licensed
Open Tasks – four times the number of Metrics licensed
Open Risks – the same number of Metrics Licensed
Where Metrics are ‘Unlimited’ then the reverse of the above calculations applies if those limitations specifically described. Or if that is not the case then the maximum number of metrics equals the Monthly SaaS charge in AUD, ex GST.
19. MISCELLANEOUS
19.1. Nothing in these Terms shall be construed to create a joint venture, partnership or agency relationship between you and us and neither party shall have the right or authority to incur any liability, debt or cost or enter into any contracts or other arrangements in the name of or on behalf of the other.
19.2. You may not assign or otherwise deal with all or any of your rights or obligations under these Terms. We shall have the right to assign all or any of our rights and or delegate or sub-contract our obligations under these Terms to any person.
19.3. We shall not be liable for any breach of our obligations under these Terms where we are hindered or prevented from carrying out our obligations by any cause outside our reasonable control.
19.4. No waiver by us of any default of yours under these Terms shall operate or be construed as a waiver by us of any future defaults.
19.5. These Terms are governed and interpreted by the laws of Victoria, Australia.
19.6. If we are sold, bought or otherwise merge or partner with another organisation and continue to provide the Service then this agreement will continue to operate under any new entity.