Terms of Service
These Terms of Service were updated and effective as of 1st May 2017.
Maintabase Pty. Ltd.
P.O. Box 4247, Westfield Knox
Wantirna South, VIC, 3152
ABN 99 605 488 677
Phone: 1800 259 449
The following definitions apply to these Terms of Service:
Marketing and communications
You acknowledge and agree that Maintabase Pty. Ltd. may at times send You communications regarding Your account or the Service via email. Maintabase Pty. Ltd will not forward marketing material from third parties to its’ Users. Maintabase may send You communications about upgrades to the Service or other products and services relevant to its’ Users from time to time. You can contact us at any time to let us know that You no longer want to receive these emails from Us and/or opt to unsubscribe via the link provided from any related mailing list.
Accounts and passwords
You must be a registered User to access the Service. You must provide accurate, up-to-date and complete information when You register. You are solely responsible for keeping Your password secure. You will be solely responsible and liable for any activity that occurs under Your username. You must: (i) use all reasonable endeavors to prevent any unauthorized access to, or use of, the Service and You must notify Maintabase Pty. Ltd. immediately in the event of any unauthorized access, or use of any password or account or any other known or suspected breach of security; (ii) report to Maintabase Pty. Ltd. immediately and use reasonable efforts to stop immediately any copying or distribution of content that is known or suspected by You or other Users to violate this Agreement or the intellectual property rights of third parties; and (iii) not impersonate another Maintabase User or provide false identity information to gain access to or use the Service. By accessing the Service, You represent and warrant that You have not falsely identified yourself nor provided any false information to gain access to the Service and that Your billing information is correct.
The Service may not be used or accessed by (a) individuals who are not named Individuals; or (b) any other software or hardware device that does not require a named Individual to use or access it. A named Individual means an individual, or User, or Staff member, or Team Member, or Employee identified by You by name who is authorized to use the Service. The Service may not be used or accessed by any other software or hardware device that does not require an Individual to use or access it.
The Service is available either as a paid service plan (a “PRO” and “License” or “Infinite” Account) or as a free service plan (a “Freemium” Account). A free service plan is any User, or Employee, or group of Users, or Organizations with a limited number of Assets, Team Members or Managers and/or functionality as determined by Maintabase in its discretion from time to time. Each PRO and License or Infinite Account invoiced to and paid by the Customer in accordance with the “Fees, payment and refunds” section herein comprises a single Organization with special features not available on the free service plan. The particular Service plan that You purchase may limit the number of Users who may use the Service. You must not allow any additional users to use the Service. Maintabase Pty. Ltd. has the right to audit Your use of the Service, at its own cost and upon giving You reasonable notice, to determine whether Your use is in accordance with this Agreement and any other terms that apply to the Service. If an audit reveals that You have exceeded the scope of use permitted, Maintabase Pty. Ltd. may require You to immediately pay an additional service fee for such use.
Fees, payment and refunds
Maintabase Pty. Ltd. is entitled to adjust the fees, functionality and number of Users or Assets for the Service from time to time. All fees related to the Service, including but not limited to the monthly subscription plan fees and annual payment option, are subject to change upon 30 days' notice from Maintabase Pty. Ltd. Such notice may be provided at any time by updates to the Maintabase website, notices within the Service itself, or by email correspondence. Provided prior notice of pricing is given to You, Maintabase Pty. Ltd. reserves the right to charge You for use of the Service on a periodic (e.g., monthly, yearly) basis or otherwise. These Terms of Service shall begin upon Your registration for the Service and shall continue until Your use of the Service is terminated by You or by Maintabase Pty. Ltd.
A valid credit card is required for payments. A credit card is not required to start a free trial, and You will only need to supply this information if You wish to continue with a paid Service plan.
Credit card security is implemented using https (AES 256-bit encryption) on all transactions. Credit card details are not stored within the Maintabase software application and its’ websites. Your credit card details are stored at a trusted and secure payment gateway used by Maintabase Pty. Ltd. for payment processing.
When upgrading or downgrading Your plan, Your chosen plan and limitations will be applied at Your next billing date. We do not provide refunds for differences in Service subscription fees due to upgrading or downgrading.
All fees stated on Our website are exclusive of taxes, levies or duties imposed by the tax authorities, depending on applicable law and the legal residence of the customer. If Your Company is liable to pay GST, You will be responsible for paying GST on top of the subscription fees.
Downgrading, deactivating or canceling Your account may cause the loss of access, content or features of the Service. Maintabase Pty. Ltd. does not accept any liability for such loss.
If You have any questions about charges made to Your account, please contact Us immediately. If there are charges made in error, we will credit Your account or credit card account for the appropriate amount.
In case of non-payment for any reason or any violation of this Agreement, Maintabase Pty. Ltd. shall be entitled, without liability, to immediately deactivate Your access to the Service and deactivate access to the Service plan in question, and to terminate Your account. As such, Maintabase Pty. Ltd. is not liable for any loss You suffer as a result of such suspension or deactivation. A suspended account can be reactivated by supplying valid payment credentials and resuming Your subscription.
Acceptable use and conduct
You are solely responsible for Your conduct and Your data related to the Service. You warrant that You have all rights, licenses, authorizations and consents required to use the Service, including without limitation in respect of Your data. You agree to indemnify, defend, and hold harmless Maintabase Pty. Ltd., its Directors, officers, agents, employees, and suppliers from any and all loss, cost, liability, and expense arising from or related to Your data or use by You or Your Employees, contractors or agents of the Service or violation of this Agreement.
You shall not (i) license, sublicense, sell, resell, lease, sublease, transfer, assign, distribute, redistribute or otherwise commercially exploit or make available to any third party the Service in any way; (ii) modify or make derivative works based upon the Service; (iii) create Internet “links” to the Service or “frame” or “mirror” any content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service.
You shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortuous material, including material harmful to children or violate third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; (v) attempt to gain unauthorized access to the Service or its related systems or networks; or (vi) use the Service, including the content, our intellectual property rights, Maintabase technology and our trademarks and Service marks for any commercial purposes (i.e. soliciting customers, resale, etc.) without our prior written consent. You also agree to use Your best efforts to protect the Service and upgrades from unauthorized use, reproduction, distribution, publication or alteration.
Right of use
At the time of entering into this Agreement, You, Your Company, and/or Your named Staff only are granted a non-exclusive, non-transferable, worldwide right to use the Service, including any software that forms part of the Service, solely for Your own internal business purposes, subject to this Agreement. Such use must abide by all applicable local, state, territory, commonwealth, national and foreign laws, treaties, rules and regulations in connection with Your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data, and must not infringe or violate third party rights. In addition, You shall be responsible for abiding by any and all internal policies, procedures and regulations, which are required, by Your employer and/or the applicable administrators of Your account. The Service may not be used in any way that is illegal or promotes illegal activities or in a manner that might be libelous or defamatory or otherwise malicious or harmful to any person or entity, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age or is otherwise indecent. Any unauthorized use of the Service is a violation of this Agreement and may subject You or Your named Staff to civil and criminal penalties.
The right of use is at all times conditioned on compliance with the terms of this Agreement, and for You, prompt and timely payment regarding the Service. Breach of any term of this Agreement, or non-payment or delay in payment shall terminate any right of use granted to the You, Your Company, and Your named Staff under this Agreement.
Maintabase Pty. Ltd. will endeavor to make the Service available 24 hours a day, seven days a week. However, You acknowledge and agree that the Service may occasionally be unavailable during periods of upgrades and planned or unscheduled maintenance. Maintabase Pty. Ltd. may perform unscheduled maintenance at any time, but will do this outside of normal business hours where possible. Maintabase Pty. Ltd. is also reliant on its’ own services to provide the Service. Services used by Maintabase Pty. Ltd. publicly declare SLA’s (Service Level Agreements) between 99.95-100% uptime, but as stipulated in this Agreement, downtime occurrences may be out of the control of Maintabase Pty. Ltd.
Proprietary nature of the Service
The Service is proprietary to, and a valuable trade secret of Maintabase Pty. Ltd. You acknowledge the Service contains proprietary content, information and material that is protected by applicable intellectual property and other laws, including, but not limited to, copyright, trademark, and Service marks, and that You will only use such proprietary content, information, or materials for permitted uses under this Agreement. The Service is entrusted to You only for the purposes set forth in this Agreement. You will not reverse engineer, duplicate, translate, modify, copy, printout, disassemble, decompile or otherwise tamper with the Service or any software provided therewith. The parties acknowledge that any violation of this provision will cause irreparable harm to Maintabase. As a consequence, the parties agree that if You fail to abide by these Terms of Service, Maintabase Pty. Ltd. will be entitled to specific performance, including immediate issuance of a temporary restraining order or preliminary injunction enforcing these Terms of Service, and to judgment for damages caused by such breach, and to any other remedies provided by applicable law.
Deactivation, cancellation and termination
You are solely responsible for the deactivation of Your account. You can deactivate Your account at any point in time by selecting the ‘Edit’ button in Your Company Profile screen within the Service. If You deactivate Your account before the end of Your currently paid month, the Service will end immediately and You will not be charged again. There will be no refunds given except for specific situations where the Maintabase Pty. Ltd. deems it necessary.
Maintabase Pty. Ltd. in its sole discretion has the right to deactivate or terminate Your account and refuse any and all current or future use of the Service, for any reason, at any such time. Maintabase Pty. Ltd reserves the right to refuse Service to anyone for any reason at any time. Furthermore, Maintabase Pty. Ltd. may terminate the Service for any action taken by You that Maintabase Pty. Ltd. believes in its sole discretion is an inappropriate use of the Service even if not specifically detailed by this Agreement, including, any use of the Service that is prohibited by state, federal, or local law.
In both cases of deactivation and termination of account, Maintabase Pty. Ltd. reserves the right to impose a reconnection fee in the event You request to resume access to the Service. You agree and acknowledge that Maintabase Pty. Ltd. has no obligation to retain your data and that such data may be irretrievably deleted.
Certain legislation, including the Competition and Consumer Act 2010 (Cth) may impose consumer guarantees or implied rights which cannot be excluded, restricted or modified except to a limited extent (“Statutory Rights”). These Terms of Service must be read subject to Your Statutory Rights. If Statutory Rights apply, to the extent to which Maintabase Pty. Ltd. is able to do so, its liability under those provisions will be limited, at its option, in the case of services to (a) the supplying of the services again or (b) the payment of the cost of having the services supplied again and, in the case of goods to (a) the replacement of the goods or the supply of equivalent goods; (b) the repair of the goods; (c) the payment of the cost of replacing the goods or of acquiring equivalent goods; or (d) the payment of the cost of having the goods repaired.
Disclaimer of warranty
These Terms of Service do not constitute a grant or an intention or commitment to grant any right, title, or interest in the Service or Maintabase Pty. Ltd.’s trade secrets to You. You shall not identify the Service as coming from any source other than Maintabase. These Terms of Service are exclusive and personal to You. You shall not assign or otherwise transfer any rights or obligations under this Agreement. Without limiting Your Statutory Rights, You understand and agree that the Service is provided “as is” and “available”, to the extent permitted by law, Maintabase Pty. Ltd. and its’ suppliers expressly disclaim all warranties or representations of any kind, express or implied, including without limitation any warranty of merchantability, of satisfactory quality, of accuracy, of completeness, of quiet enjoyment, fitness for a particular purpose, non-infringement or bailment of Your data on Maintabase Pty. Ltd.'s servers. No oral or written information or advice given by Maintabase Pty. Ltd. or its’ authorized representatives shall create a warranty. Maintabase Pty. Ltd. and its’ suppliers make no warranty or representation that Your use of the Service will be uninterrupted or error-free or regarding the results that may be obtained from the use of the Service, the security of the Service, or that the Service will meet Your requirements. Maintabase Pty. Ltd. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the Internet, and You acknowledge that the Service may be subject to limitations, delays and other problems inherent in the use of such communications facilities. As such, You shall not rely exclusively on the Service for any reason.
Limitation of liability
MAINTABASE PTY. LTD. SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE TO YOU OR ANY THIRD PARTIES CAUSED BY THE SERVICE OR INFORMATION CONTAINED IN THE SERVICE. YOU WAIVE ANY AND ALL CLAIMS YOU MAY HAVE AGAINST MAINTABASE PTY. LTD. ARISING OUT OF THE PERFORMANCE OR NONPERFORMANCE OF THE SERVICE. YOU SPECIFICALLY WAIVE ANY AND ALL CLAIMS YOU MAY HAVE AGAINST MAINTABASE PTY. LTD. AS A RESULT OF INCORRECT INFORMATION CONTENT DISPLAYED BY THE SERVICE OR CHANGES TO CONTENT MADE BY YOU. MAINTABASE PTY. LTD. SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGE, WHETHER BASED ON CONTRACT OR TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR ANY OTHER LEGAL THEORY, ARISING OUT OF ANY USE OF THE SERVICE OR ANY PERFORMANCE OF THESE TERMS OF SERVICE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICE, EVEN IF MAINTABASE PTY. LTD. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL MAINTABASE PTY. LTD.’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO MAINTABASE PTY. LTD. FOR THE SERVICE IN THE 365 DAYS IMMEDIATELY PRECEEDING THE DATE THAT MAINTABASE PTY. LTD. RECEIVES NOTICE OF A CLAIM IN WRITING FROM YOU. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
If there is any loss or damage to Your data, Your sole and exclusive remedy will be for Maintabase Pty. Ltd. to use reasonable commercial endeavors to restore the lost or damaged data from the latest back-up of such data maintained by Maintabase Pty. Ltd.
Neither Party will be responsible for any delay, interruption or other failure to perform under this Agreement due to acts beyond its’ reasonable control, but only for so long as such conditions persist. Force majeure events include, but are not limited to: natural disasters (e.g., lightning, earthquakes, hurricanes, floods); wars, riots, terrorist activities, and civil commotions; activities of local exchange carriers, telephone carriers, wireless carriers, Internet service providers (ISP’s), and other third parties; explosions and fires; embargoes, strikes, and labor disputes; governmental decrees; and any other cause beyond the reasonable control of a Party.
Legal Relationship between Maintabase and Users subject to the collaborative features of the Service
The parties to complete an allocated maintenance task are Maintabase, the Admin and/or Manager, and the Individual or Individuals. Maintabase is listed as a party for the limited sole purpose of providing the Service, functionality, ability to its’ Users subject to the collaborative features of the Service.
Admin and Managers acknowledge and agree that Admin and Managers relationship with any external User is that of principal and independent contractor. Nothing in these Terms of Service creates an employment relationship, agency relationship, partnership, joint venture, or any other relationship between any Admin and/or Manager and external User, or between Maintabase and any User.
Intellectual property rights
Maintabase Pty. Ltd. shall own all right, title and interest, including all related intellectual property rights, in and to the Maintabase technology, the content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by You or any other party relating to the Service. This Agreement is not a sale and does not convey to You any rights of ownership in or related to the Service, Maintabase technology, or intellectual property rights. The Maintabase name, the Maintabase logo, and the product names associated with the Service are trademarks of Maintabase Pty. Ltd. and no right or license is granted to use them.
All copyrights and/or other intellectual property rights, title and interests in (a) software on which the Service is based and made available to the Customer and/or User, (b) source codes or other software components of the Service, (c) content of the Website and the Service including text and graphics, excluding Uploaded Data, (d) trademarks, names etc. are the sole property of Maintabase Pty. Ltd., and/or third parties having granted Maintabase Pty. Ltd. license for its use, and the Customer and/or User shall gain no rights to said intellectual property rights other than the limited right of use as stipulated in this Agreement.
The Customer and/or User shall not reproduce or redistribute any software, content or trademarks, intellectual property in any form, except as allowed in this Agreement.
The Customer and/or User retain all intellectual property rights to Uploaded Data stored by such Customer and/or User on the Service.
Intellectual property and data
You consent to Maintabase Pty. Ltd. transferring Your data to third party IT providers, including our Website host and back-up Internet Service Provider (ISP), outside of Australia.
Linking to other websites
The Service may enable access to the parties’ websites, as well as the websites of third parties (collectively, the “Websites”). The websites may display, include, or make available content, data, information, applications or materials from third parties, including Your data, or provide links to additional third-party websites (“Data and Materials”). By using the Service, You acknowledge and agree that Maintabase Pty. Ltd. is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright or trademark compliance, legality, decency, quality or any other aspect of the websites. Maintabase Pty. Ltd. does not warrant or endorse and does not assume and will not have any liability or responsibility to You or any other person for any data and materials. To the extent You choose to access such websites, You do so at Your own initiative and are responsible for compliance with any applicable laws, including, but not limited to, applicable local laws. Maintabase Pty. Ltd. reserves the right to change, suspend, remove, or disable access to the websites at any time without notice. In no event will Maintabase Pty. Ltd. be liable for the removal of or disabling of access to any such websites. Maintabase Pty. Ltd. may also impose limits on the use of or access to certain websites, in any case and without notice or liability. You agree to use the websites at Your sole risk and that Maintabase Pty. Ltd. shall not have any liability to You for content that may be found to be offensive, indecent, or objectionable.
The security of information transmitted through the Internet can never be guaranteed. MAINTABASE PTY. LTD. DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS AS TO THE SECURITY OF THIS SITE. YOU ACKNOWLEDGE ANY INFORMATION SENT MAY BE INTERCEPTED. MAINTABASE PTY. LTD. DOES NOT WARRANT THAT THE SITE OR THE SERVERS, WHICH MAKE THIS SITE AVAILABLE OR ELECTRONIC COMMUNICATIONS SENT BY MAINTABASE PTY. LTD. ARE FREE FROM VIRUSES OR ANY OTHER HARMFUL ELEMENTS. Maintabase Pty. Ltd. is not responsible for any interception or interruption of any communications through the Internet or for changes to or losses of data. You are responsible for maintaining the security of any password, User ID, or other form of authentication involved in obtaining access to password protected or secure areas of Maintabase. In order to protect You and Your data, Maintabase Pty. Ltd. may suspend Your use of Maintabase, without notice, pending an investigation, if any breach of security is suspected.
Maintabase Pty. Ltd. will not be liable for any delay or failure to perform any of its’ obligations in respect of the Service if such delay or failure is due to an event which is beyond its control.
If a provision of these Terms of Service is invalid or unenforceable, it is to be read down or severed to the extent of the invalidity or unenforceability and that fact does not affect the validity or enforceability of the remaining provisions.
Maintabase Pty. Ltd. may modify the Service, or any other services, at any time, for any reason, and without notice. We also may modify these Terms of Service at any time but, if we do so, we will notify You of the modified Terms of Service and give You a reasonable period of time to notify us that You do not agree to the modified Terms of Service and cease using the Service.
This Agreement is governed by the laws of the state of Victoria, Australia and each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of Victoria, Australia.
Questions or complaints
If You have any questions or complaints about these Terms of Service, please contact us at email@example.com.