Terms of Use

The following terms and conditions govern access to and use of Proceeda Services. By clicking “Agree”, or by continuing to use or access Proceeda Services, you agree to these terms and conditions of use.

1 DEFINITIONS

1.1 In these Terms and Conditions:

Customer means a person or business with a Customer Account and any of its end Users.

Customer Account means the Customer Account established by Proceeda to enable the Customer to access and use Proceeda Services.

Customer Data means any data, content, material, procedures or other information of the Customer uploaded, submitted or transmitted via Proceeda Services.

Customer Modifications means any permitted amendments made by the Customer to Proceeda Services templates.

Initial Term means one month from the date a Customer Account is created.

Laws means statutes, statutory rules, regulations, instruments and by-laws in force from time to time.

Licence Fee means the agreed consideration for the use of the Proceeda Services.

No-Charge Services means products or services offered by Proceeda to Customers at no charge, including free accounts, trial use, and access to beta products.

Proceeda means Proceeda Pty Ltd ACN 608 940 932 and includes any of its directors, officers, employees, servants or agents.

Renewal Term means agreed successive periods following the Initial Term.

Services means the Proceeda platform, integration with the platform and any other agreed services.

User means a person or business subscribed to the Services under a Customer Account.

2. LICENCE

2.1 Proceeda grants the Customer a non-exclusive, non-transferable licence to access and use Proceeda Services via the Internet during the Initial Term and any Renewal Term. The licence enables the Customer to record, create, view, print, download and export Customer Data.

2.2 Unless the Customer provides one (1) month’s written notice prior to the expiry of the Initial Term or any subsequent Renewal Term of its intention not to renew, the Licence will be automatically renewed for subsequent Renewal Terms

3. ACCESS

3.1 Upon registration, the Customer will have access to use the Proceeda Services.

3.2 Proceeda will use reasonable endeavours to ensure the Customer’s access to the Services is uninterrupted and error free at all times.

3.3 From time to time, Proceeda may carry out necessary maintenance and effect modifications, upgrades and updates to its Services including its design, technical specifications and systems.

3.3.1 Proceeda will notify Customers and Users of any proposed downtime in advance.

3.3.2 The Customer acknowledge and agrees it may not be able to access or use the Services during periods of maintenance, modification, upgrades and updates.

4. CONSIDERATION

4.1 Consideration will be the fee or charge the Customer pays to Proceeda as agreed.

5. TAX OBLIGATIONS

5.1 The Customer is responsible for any tax obligations arising from its use of Proceeda Services.

5.2 Customer payments under these terms and conditions exclude any taxes payable in respect of the licence.

5.3 To the extent any such taxes are payable by Proceeda, the Customer must pay the amount of such taxes, unless otherwise agreed.

6. CUSTOMER OBLIGATIONS

6.1 The Customer must keep its account information updated.

6.2 The Customer must provide a copy of these terms and conditions to all its Users and ensure compliance.

6.3 The Customer must not use the Services in any manner which may cause loss or risk of loss for Proceeda and any other person or legal entity.

6.4 The Customer is responsible for activity on its Customer Account.

6.5 The Customer must ensure that its use complies with all Laws.

6.6 The Customer is responsible for the back-up of its Customer Data.

7. CUSTOMER ACCOUNT AND USER REGISTRATION

7.1 A Customer must register for a Proceeda Customer Account to gain access to any Services.

7.2 Information provided upon registration must be accurate, current and complete.

7.3 Proceeda will only allow Customers to access and use its Services in accordance with these terms and conditions.

8. NO-CHARGE SERVICES

8.1 Proceeda may offer Customer’s No-Charge Services as agreed.

8.2 Use of No-Charge Services are subject to these terms and conditions and for the period of time designated by Proceeda.

8.3 Proceeda has sole discretion to terminate Customer access to No-Charge Services subject to these terms and conditions, without liability.

9. BACK-UPS

9.1 Proceeda will apply its best endeavours to prevent the loss of Customer Data including scheduling daily back-ups of Customer Data.

9.2 The Customer is responsible for the back-up of its Customer Data.

10. SUPPORT

10.1 The Customer will use reasonable endeavours to investigate and resolve technical problems before contacting Proceeda.

10.2 If the Customer is still unable to resolve technical problems, it may email Proceeda at support@proceeda.com for further support.

11. CUSTOMER DATA

11.1 The Customer will retain all rights, titles and interest in Customer Data in any form uploaded, submitted or transmitted via Proceeda Services.

11.2 The Customer grants Proceeda a licence to use, copy, transmit, store, and back-up Customer Data to enable the Customer to access and use Proceeda Services and for Proceeda to provide related Services to the Customer.

11.3 From time to time, Proceeda may analyse data to improve and enhance the Services available for use by Customers.

11.4 Proceeda will use its best endeavours to ensure Customer Data is kept secure and free from access by unauthorised persons.

11.5 The Customer understands that use of Proceeda Services involves transmission of Customer Data over networks that are not owned, operated or controlled by Proceeda.

11.6 Proceeda is not responsible for any Customer Data lost, damaged, altered, intercepted or stored across such networks.

11.7 The Customer acknowledges its Customer Data may be subject to reasonable storage limitations and Proceeda will notify the Customer of any unreasonable use of storage on Proceeda Services.

11.8 The Customer must ensure the use of Proceeda Services relating to Customer Data is compliant with any and all applicable Laws.

11.8.1 The Customer warrants it has all rights and permissions to transmit data via Proceeda Services.

11.9 Proceeda or delete Customer Data one month after termination of the Customer’s Licence.

12. SUSPENSION AND TERMINATION

12.1 Proceeda may at its sole discretion suspend the Customer Account where the Customer and/or User:

12.1.1 Materially breaches these terms and conditions;

12.1.2 Does not pay the agreed Consideration in accordance with these terms and conditions;

12.3 Uses the Services in a manner that causes loss or risk of loss for Proceeda and any other person or legal entity.

12.2 Proceeda may at its sole discretion, reinstate the Customer Account.

12.3 Proceeda may at its sole discretion, terminate the Licence upon providing one (1) month’s written notice to the Customer of its intention to terminate.

12.4 The Customer may request that Proceeda terminate its Licence by providing one (1) month’s written notification to Proceeda:

12.4.1 Subject to the payment by the Customer of all outstanding agreed Consideration;

12.4.2 Proceeda will then terminate the Licence with effect one month after receiving the request.

12.5 In the event of suspension or termination, the Customer will only be able to view Customer Data uploaded via Proceeda Services prior to the date of suspension or termination.

13. INTELLECTUAL PROPERTY

13.1 The Customer acknowledges that all Proceeda intellectual property rights relating to the Services vest in Proceeda.

13.2 Proceeda acknowledges that all intellectual property rights relating to the Customer vest in the Customer.

13.3 Customer Modifications may only be used with respect to the Customer’s permitted use of the Services and subject to these terms and conditions.

13.4 These terms and conditions do not give either party any ownership rights or interest in the other parties trading name, trademarks or copyrights, without consent.

14. CONFIDENTIALITY

14.1 Proceeda and the Customer/User agree that each may receive access to confidential information of the other which may include trade secrets, proprietary data or other confidential material.

14.2 Proceeda and the Customer will keep all such information of the other strictly confidential, to the extent permitted by law.

14.3 Proceeda and the Customer agree confidentiality continues after termination of this Licence.

15. VARIATION OF TERMS AND CONDITIONS OF USE

15.1 Proceeda may amend these terms and conditions from time to time subject to:

15.1.1 Proceeda notifying the Customer of any amendment by electronic mail to the Customer or by placing notice of the amendment on the Proceeda website.

15.1.2 The Customer is deemed to have received notice of the amendment within one week of the electronic mail being sent to the Customer/User or notice of the amendment being posted on the Proceeda website.

15.2 Subject to the above, the Customer is deemed to have accepted the amendment one month after the Proceeda notification and the amendment takes effect on that day.

15.3 If the customer does not accept an amendment, the Customer may request Proceeda terminate its licence subject to:

15.3.1 The request being in writing; and

15.3.2 Being received by Proceeda within one month of the notification of the amendment.

16. DISCLAIMER, RELEASE AND INDEMNITY

16.1 Proceeda:

16.1.1 Makes no representation or warranty as to the contents of its Services or Customer Data;

16.1.2 Expressly disclaims any liability with respect to the contents of the Proceeda Services

16.1.3 Proceeda expressly disclaims liability for and makes no warranties in respect of any loss or harm incurred by a Customer caused by:

i Any back-up failure; or

ii The unintended transmission of a harmful computer infection or program.

16.1.4 Expressly disclaims any liability for or with respect to the provision of Proceeda Services.

16.2 To the fullest extent permitted by law, the Customer releases Proceeda from any liability for any loss, injury, claim or damage of any kind resulting from:

16.2.1 The unavailability of Proceeda Services;

16.2.2 The interruption of access by the Customer or their use of the Services;

16.2.3 Use by the Customer or of the Services;

16.2.4 Any Customer Modifications; or

16.2.5 The loss of Customer Data.

16.3 The Customer indemnifies Proceeda from and against any and all claims, demands, actions, damages, liability and loss made against, incurred or suffered by the Customer as a result of:

16.3.1 Any breach of these terms and conditions by the Customer; or

16.3.2 Any default, negligence, act, or omissions of the Customer in the course of or related to:

i The licence

ii These terms and conditions;

iii The access to and use of Proceeda Services by the Customer.

16.3.3. Damage arising from any Customer Modifications.

17. PUBLICITY RIGHTS

17.1 The Customer consents to being identified as a Proceeda Customer in promotional material and on the Proceeda website.

17.2 The Customer may withdraw its consent by providing Proceeda one month’s notice in writing by electronic mail.

18. PRIVACY

18.1 Proceeda will comply with its Privacy Policy in respect of the collection, use and disclosure of information about the Customer and any User. This policy is available at: http://www.proceeda.com/privacy-policy

19. ASSIGNMENT

19.1 Proceeda may assign its rights to another person or legal entity and will notify the Customer of any assignment.

19.2 The Customer may not assign its obligations under these terms and conditions without Proceeda’s prior written consent.

20. DISPUTES

20.1 Where a dispute arises out of the licence or these terms and conditions, the aggrieved party may give written notice of the dispute to the other party.

20.2 The parties must then use their best endeavours to resolve the dispute in good faith through negotiation within seven (7) days.

20.3 If the dispute cannot be resolved by negotiation, the parties agree to confidential Mediation prior to commencing legal proceedings.

20.4 Any Mediation will be conducted by an agreed independent mediator in accordance with accepted mediation principles.

20.5 Each party will bear its own costs of the Mediation.

20.6 The Mediator’s fee is to be shared equally by the parties.

21. GOVERNING LAW AND JURISDICTION

21.1 The parties agree these terms and conditions shall be governed by the laws of Victoria, Australia.

22. FORCE MAJEURE

22.1 Proceeda will not be liable for the unavailability or interruption of access to its Services arising from any force majeure event beyond Proceeda’s control.