These Terms are divided into two parts. Part A applies to access to and use of the public website at www.smirp.io and related public webpages. Part B applies to subscription-based access to, and use of, the SMIRP platform, including mobile applications, portals, AI-enabled features, customisation services and related software-as-a-service offerings.

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If you subscribe for, access or use the SMIRP platform or any related subscription services, Part B applies in addition to Part A to the extent relevant. To the extent of any inconsistency between Part A and Part B in relation to the platform or subscription services, Part B prevails.

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By accessing or using the Website, Platform or the Services you agree to be bound by these Terms.

 

PART A - WEBSITE TERMS

 

1. About these Terms and acceptance

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1.1 Part A governs access to and use of the website located at www.smirp.io, any related public webpages, and any content, information, contact forms, downloadable materials and other publicly available functionality made available by SMAIP Pty Ltd ABN 47700390398 (SMIRP, we, us or our) on or through that website (Website).

1.2 By browsing, accessing or otherwise using the Website, you agree to be bound by Part A. If you do not agree, you must immediately cease using the Website.

1.3 If you access or use the Website on behalf of a company, partnership, trust, government agency or other entity, you represent and warrant that you have authority to bind that entity to Part A. In that case, a reference to you includes that entity.

1.4 Part A applies only to general website use. Subscription access to the SMIRP platform and related services is governed by Part B and any applicable Order.

 

2. Changes to Part A

 

2.1 We may amend Part A from time to time by publishing an updated version on the Website.

2.2 Any amendment to Part A takes effect from the time the updated version is published, unless a later effective date is stated on the Website.

2.3 Your continued use of the Website after an amendment takes effect constitutes acceptance of the amended Part A.

 

3. Access to the Website and permitted use

 

3.1 Subject to your compliance with Part A, we grant you a limited, revocable, non-exclusive, non-transferable and non-sublicensable right to access and use the Website for your internal business or personal informational purposes, including to learn about SMIRP, submit enquiries, request demonstrations, access account-facing webpages and otherwise interact with us in the ordinary course.

3.2 You must use the Website only in accordance with Part A and all applicable laws.

3.3 You are responsible for all equipment, internet connectivity, software and network services required for you to access the Website.

 

4. Prohibited conduct

 

4.1 You must not, and must not permit any other person to:

 

• copy, reproduce, adapt, translate, mirror, frame, scrape, republish, store, distribute, exploit or otherwise use any part of the Website except as expressly permitted by law or with our prior written consent;

• use the Website for any unlawful, fraudulent, misleading, deceptive, defamatory, offensive, abusive, harassing or otherwise improper purpose;

• interfere with, disrupt, compromise or attempt to compromise the security, integrity, availability or performance of the Website or any related systems, infrastructure or networks;

• probe, scan or test the vulnerability of the Website or any related system, or circumvent or attempt to circumvent any authentication, security or access-control measure;

• use any robot, spider, crawler, scraper, harvesting tool, automated script or similar means to access, collect data from, monitor or interact with the Website, except to the extent we expressly permit it in writing;

• reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive source code, underlying ideas, algorithms or structure from any part of the Website except to the extent such restriction is prohibited by law;

• remove, alter or obscure any copyright, trade mark or other proprietary notice on or relating to the Website; or

• use the Website in any way that could compete with, substitute for, or facilitate the development of a competing product or service based on the Website or related materials.

 

5. Website content, enquiries and submissions

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5.1 The Website is intended to provide general information about SMIRP, its services, features, products, solutions and business operations. Website content is provided for general informational purposes only and does not constitute legal, financial, tax or other professional advice.

5.2 The Website may describe current or proposed services, features, plans, use cases or pricing. Those descriptions are general only and may change from time to time. Nothing on the Website constitutes a binding commitment to make any particular feature or service available on any particular terms unless expressly set out in an accepted Order or other written agreement signed or accepted by us.

5.3 If you submit an enquiry, request, feedback, suggestion or other communication through the Website, you grant us a non-exclusive, worldwide, royalty-free right to use, reproduce, analyse and act on that communication for the purpose of responding to you, improving our products and services, or otherwise conducting our business, subject always to our obligations in relation to personal information under our Privacy Policy.

5.4 You must not submit through the Website any information or material that is unlawful, infringing, malicious, confidential to another person without authority, or otherwise inappropriate for ordinary business communication.

 

6. Intellectual property in the Website

 

6.1 The Website, and all content, software, code, designs, text, graphics, interfaces, layouts, logos, trade marks, photographs, videos, audio, compilations and other materials on or comprised in the Website, are owned by us and are protected by applicable intellectual property laws.

6.2 Except for the limited right of access expressly granted under clause 3.1, nothing in Part A transfers to you any right, title or interest in or to the Website or any related intellectual property.

6.3 You must not use our trade marks, business names, logos or other brand assets without our prior written consent.

 

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7. Third-party sites, services and content

 

7.1 The Website may contain links to third-party websites, plug-ins, social media pages, content or services. Those links are provided for convenience only.

7.2 We do not control, endorse or assume responsibility for any third-party website, content, product or service, and your use of any third-party site or service is at your own risk and subject to that third party's own terms and policies.

 

8. Availability, no reliance and disclaimers

 

8.1 We do not warrant that the Website will be uninterrupted, error-free, secure, continuously available, current or free from viruses or other harmful components.

8.2 To the maximum extent permitted by law, the Website and all content on it are provided on an "as is" and "as available" basis. We do not warrant the accuracy, completeness, reliability, currency or suitability of any Website content for any particular purpose.

8.3 You are responsible for making your own assessment of information on the Website and obtaining independent advice appropriate to your circumstances before acting on that information.

 

9. Liability and Australian Consumer Law

 

9.1 Nothing in Part A excludes, restricts or modifies any guarantee, condition, warranty, right or remedy implied or imposed by law, including under the Australian Consumer Law, to the extent that such exclusion, restriction or modification is not permitted by law.

9.2 Subject to clause 9.1 and to the maximum extent permitted by law, we exclude all conditions, guarantees, warranties, representations and other terms not expressly set out in Part A.

9.3 Subject to clause 9.1, we are not liable for any indirect, incidental, special or consequential loss, any loss of revenue, loss of profit, loss of opportunity, loss of data, loss of goodwill or business interruption arising out of or in connection with your use of, or inability to use, the Website.

 

10. Suspension, withdrawal and termination of Website access

 

10.1 We may suspend, restrict, withdraw or terminate access to all or any part of the Website at any time, with or without notice, where reasonably necessary for maintenance, security, legal compliance, operational reasons or to address actual or suspected misuse of the Website.

10.2 We may immediately suspend or terminate your access to any account-facing functionality associated with the Website if you breach Part A or if we reasonably consider it necessary to protect the Website, our systems, our users or our rights.

 

11. Privacy and communications

 

11.1 Our Privacy Policy describes how we collect, hold, use and disclose personal information in connection with the Website and our business operations. By using the Website, you acknowledge that personal information submitted through the Website will be handled in accordance with our Privacy Policy.

11.2 If you contact us through the Website or otherwise provide contact details to us, you consent to us using those details to respond to your enquiry and to send you service-related or business communications in accordance with applicable law and our Privacy Policy.

 

 

PART B – SAAS PLATFORM TERMS

 

12. Application of Part B and contractual framework

 

12.1 Part B governs your access to and use of the SMIRP software-as-a-service platform, including any browser-based access, mobile-browser access, iOS and Android applications, customer portals, white-labelled portals, AI-enabled features, customisation services, support services and related functionality that we make available from time to time (together, the Platform and Services).

12.2 You accept Part B, and a binding contract is formed, when the earliest of the following occurs: (a) you click to accept Part B or otherwise electronically signify acceptance; (b) you submit an online sign-up or order; (c) you accept an Order or Quote; (d) you nominate or authorise a payment method for recurring Fees; (e) you access or use any part of the Platform or Services; or (f) you otherwise request that we commence providing the Services.

12.3If you accept or enter into Part B on behalf of a company, trust, partnership, government body or other entity, you confirm that you are authorised to bind that entity to Part B. In that case, the contract is between SMIRP and that entity, and references to you and your in Part B are references to that entity.

 

13. The Platform, onboarding and access methods

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13.1 The Platform is a customisable software environment through which we provide subscription-based system, database management, workflow, reporting, collaboration, portal and AI-related services as described by us from time to time.

13.2 The scope of your Subscription, including the applicable plan, included user allowances, any included set-up or customisation entitlements and any additional services, is as stated on the Plan Details on the Website or in the applicable Quote, accepted sign-up flow or pricing information made available by us from time to time.

13.3 We may provide access to the Platform through one or more access methods, including browser access, customer-facing portals and mobile applications for iOS or Android. The access methods available may change from time to time, and we may introduce, modify, limit or discontinue any access method or app version.

 

14. Accounts, customer administrators and Authorised Users

 

14.1 You must nominate at least one administrator for your Subscription, who will have authority to manage your account, nominate and remove Authorised Users, request changes, receive notices, and otherwise act on your behalf in relation to the Services (Customer Administrator).

14.2 You are responsible for all activities that occur under your account and for ensuring that login credentials are kept secure and used only by the individual to whom they are issued.

14.3 Access credentials must not be shared except to the extent expressly permitted by us for a specific feature or use case.

14.4 You may permit your employees, officers, contractors, advisers, clients, suppliers, collaborators and other end users authorised by you to access the Platform as Authorised Users, subject to your Subscription limits, the functionality enabled for your account and these Terms.

14.5 Unless expressly stated otherwise, external collaborators, portal users and other non-employee users authorised by you count towards applicable user limits and may require additional user licences.

14.6 You are responsible for the acts and omissions of your Customer Administrator, Authorised Users, external collaborators and anyone who accesses the Platform using your credentials, as if they were your own acts and omissions.

 

15. Fees, recurring billing and payment authorization

 

15.1 You must pay the Fees specified in the applicable Quote or Plan Details in the manner and at the times specified by us. Unless we expressly agree otherwise, Fees are payable in advance and on a recurring basis for the applicable Subscription period.

15.2 Where your Subscription is billed monthly, you authorise us and our third-party payment processor to charge the Fees to your nominated payment method each month on a recurring basis until the applicable Subscription is cancelled or terminated in accordance with these Terms.

15.3 Additional user licences, add-on services or other variable-fee components may be billed on activation, on their own monthly billing cycle, or on another basis notified by us.

15.4 If you reduce the number of user licences or otherwise downgrade your Subscription, the reduction ordinarily takes effect from the start of the next applicable billing cycle unless we agree otherwise.

15.5 Unless expressly stated otherwise, Fees are exclusive of GST and any applicable taxes, duties or government charges. You must pay any GST and other taxes properly payable in addition to the Fees, except taxes based on our net income.

15.6 You must ensure that your nominated payment details remain current and valid. If any payment is declined, reversed, dishonoured or otherwise not successfully processed, we may retry the payment, require an alternative payment method, and recover the unpaid amount together with any reasonable third-party processing costs incurred by us.

15.7 Except as expressly stated in these Terms or required by law, all Fees are non-cancellable and non-refundable.

 

16. Price changes and future charges

 

16.1 We may vary our Fees and pricing model from time to time by giving you at least 30 days' prior notice. Any price variation will apply prospectively only and will ordinarily take effect from the commencement of your next billing cycle occurring after expiry of that notice period.

 

17. Customisation Services

 

17.1 Your Subscription gives you access to the standard Platform and Services included in your applicable plan. Customisation, enhancement, integration, configuration, styling or development work outside those standard inclusions (Customisation Services) is provided only if separately agreed by us.

17.2 Unless expressly states otherwise, each item of Customisation Services must be the subject of a separate written quote, scope of work, order form or similar document accepted by the parties (Customisation Order).

17.3 A Customisation Order may describe scope, assumptions, dependencies, exclusions, Fees, payment estimated delivery timing, testing, review, acceptance and change-request arrangements. If there is any inconsistency between Part B and a Customisation Order, the Customisation Order prevails only to the extent it expressly and specifically varies Part B.

17.4 We are not obliged to commence any Customisation Services until the applicable Customisation Order has been accepted by you and any required pre-payment or deposit has been received by us.

17.5 Delivery dates and implementation estimates for Customisation Services are estimates only unless expressly stated otherwise in writing. Changes in assumptions, scope, dependencies, third-party factors or customer responsiveness may affect timing and Fees.

17.6 Any change to the scope of agreed Customisation Services may require a revised quote, revised timeline and additional Fees.

17.7 Unless a Customisation Order expressly provides for a different acceptance process, Customisation Services are deemed accepted when the relevant functionality is deployed to your environment or otherwise made available for use by you.

 

18. White-labelling

 

18.1 White-labelling is available only where expressly approved by us in writing and only to the extent stated in the applicable Order or other written approval.

18.2 Where we approve white-labelling, we grant you, for the duration of the relevant Subscription and subject to these Terms, a limited, non-exclusive, non-transferable and non-sublicensable right to display your approved branding on the specific interfaces, pages, portals, browser icons, custom domains or other locations that we approve. Unless otherwise agreed, this may include agreed branding positions such as login-page logos, top-left interface branding or favicons, but only to the extent technically enabled by us.

18.3 You grant us a non-exclusive, royalty-free licence to use your trade marks, logos, business names and related brand assets solely for the purpose of implementing and supporting approved white-labelling for your account.

18.4 You must ensure that any white-labelling, branding or presentation of the Platform by you does not: (a) mislead any person as to ownership of the underlying Platform; (b) imply that the Platform has been developed by you; (c) infringe any third-party rights; (d) contravene any applicable law; or (e) remove or obscure any SMIRP attribution, notice or identifier except to the extent expressly approved by us.

18.5 Unless expressly agreed under a separate reseller, channel partner or similar agreement, you must not resell, sub-license, rent, bureau, host, commercialise or otherwise make the white-labelled Platform available to third parties as your own software-as-a-service product or revenue-generating software offering.

18.6 We may require you to amend, remove or cease using any branding or white-labelling that we reasonably consider to be misleading, unlawful, infringing, technically incompatible or otherwise inconsistent with these Terms or our written approval.

18.7 All goodwill arising from the use of our Platform, software, service marks, layouts, underlying interfaces, technology and related assets remains solely with SMIRP.

 

19. Licence grant and use restrictions

 

19.1 Subject to your ongoing compliance with these Terms and payment of all Fees, we grant you a limited, revocable, non-exclusive, non-transferable and non-sublicensable licence during the relevant Subscription period to access and use the Platform and Services for your own internal business operations and permitted external collaboration activities facilitated through your account.

19.2 The licence in clause 19.1 is limited to the functionality and user entitlements included in your applicable Subscription and does not include any right to receive source code, object code, development files or unrestricted access to the underlying software or infrastructure.

19.3 Except to the extent expressly by us in writing, you must not, and must not permit any other person to:

(a) copy, modify or create derivative works of the Platform;

(b) reverse engineer, decompile or disassemble the Platform;

(c) access the Platform in order to build a competing product or service;

(d) sell, rent, lease, sub-license, outsource, or otherwise commercially exploit the Platform;

(e) bypass or undermine any technical limitation, user restriction, security measure or access-control mechanism; or

(f) permit access to the Platform other than by Authorised Users in accordance with these Terms.

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20. Customer responsibilities and compliance

 

20.1 You are responsible for:

(a) selecting a Subscription suitable for your intended use;

(b) configuring and using the Platform appropriately for your business;

(c) ensuring the accuracy and lawfulness of data entered into the Platform;

(d) maintaining your own internet access, equipment and local security; and

(e) ensuring that your use of the Platform complies with all applicable laws and industry-specific requirements relevant to your business.

20.2 You remain solely responsible for your own business decisions, communications, transactions, filings, notices, records, reports, lending or financial decisions, legal or regulatory compliance activities, and any other action taken by you or on your behalf using the Platform or relying on Outputs.

20.3 You must promptly provide information, instructions, assistance and approvals reasonably required by us to deliver the Services, including to configure your account, provide support, investigate issues or implement agreed Customisation Services.

 

21. Customer Data, personal information and sensitive information

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21.1 As between the parties, you retain ownership of Customer Data and Customer Materials. You grant us, our Personnel and our service providers a non-exclusive, worldwide, royalty-free licence and right to host, store, copy, transmit, adapt, display, process, back up and otherwise use Customer Data and Customer Materials to the extent reasonably necessary to provide, maintain, support, secure and improve the Platform and Services, exercise our rights, and perform our obligations under these Terms.

21.2 You are responsible for the legality, quality, accuracy and integrity of Customer Data and Customer Materials, and for ensuring that you have all rights, permissions, notices and consents necessary for us to lawfully host, process and otherwise handle them in connection with the Services.

21.3 Unless reasonably necessary for your permitted use of the Platform, you must not upload, store or process sensitive information, government identifiers, identity documents or other higher-risk personal information through the Platform. If you do upload such information, you represent and warrant that:

(a) you are legally entitled to do so;

(b) you have given all notices and obtained all consents required by applicable privacy laws;

(c) you authorise us to process that information solely to host, operate, maintain and support the Services; and

(d) you will comply with any additional security or processing requirements reasonably specified by us.

21.4 We may refuse, suspend, remove or require remediation of any content or data that we reasonably consider creates privacy, security, regulatory, technical or legal risk.

21.5 Where you grant third parties, collaborators or portal users access to a customer-controlled environment, or authorise integrations with third-party systems, you remain responsible for ensuring that such access is appropriate and that any handling of personal information in that context complies with applicable law.

 

22. Outputs, service analytics and AI-enabled features

 

22.1 The Platform may generate reports, dashboards, calculations, summaries, alerts, recommendations, workflows, portal content, communications, analytics, AI-assisted outputs and other results derived from use of the Platform (Outputs).

22.2 As between the parties:

(a) you retain ownership of your Customer Data and Customer Materials; and

(b) SMIRP retains ownership of the Platform, the software, logic, templates, models, configurations, report structures, methodologies, Developed IP, Output and all other underlying components used to generate, present or enable the Outputs.

22.3 Subject to your compliance with these Terms, we grant you a non-exclusive licence during the Subscription period, and thereafter in respect of Outputs lawfully exported or retained by you before the end of the Subscription, to use, reproduce, export and internally rely on Outputs generated for your account for your internal business purposes. This licence does not include any right to commercialise the Platform, underlying methodologies or report structures as a separate product or service.

22.4 Service Analytics may include telemetry, usage statistics, navigation patterns, workflow interaction data, performance information, feature utilisation data, system visit data, frequency-of-use data, security event data and similar metadata relating to how the Platform is used.

22.5 We may use Service Analytics, and de-identified or aggregated information derived from use of the Platform, for internal analytics, benchmarking, service improvement, product development, system administration, security, troubleshooting and AI-related development or improvement.

22.6 If you use any AI-enabled feature, you acknowledge and agree that:

(a) AI-assisted Outputs are generated algorithmically and may be incomplete, inaccurate, inappropriate or not fit for your intended purpose;

(b) AI-assisted Outputs must be reviewed and independently verified by an appropriately qualified person before being relied upon;

(c) neither you nor your Authorised Users may rely solely on AI-assisted Outputs for important operational, financial, legal, compliance or customer-facing decisions; and

(d) you must not use AI-enabled features for any unlawful, discriminatory, deceptive or high-risk purpose prohibited by us or by law.

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23. Intellectual property

 

23.1 SMIRP owns, or has the benefit of valid rights to use, all SMIRP Background IP. Nothing in these Terms transfers ownership of any SMIRP Background IP to you.

23.2 You retain ownership of your Customer IP, including your branding, logos, trade marks, customer-supplied templates, documents, files, data, specifications, business rules and other materials supplied by or on behalf of you. However, for the avoidance of doubt, Customer IP does not include software, code, modules, templates, layouts, workflows, automations, connectors, report structures, configurations or other technical implementations created by or for SMIRP to give effect to your requirements within the Platform.

23.3 All Developed IP is and remains the property of SMIRP from the time it is created, including where it is created, adapted, configured, customised or developed specifically for you or at your request. This includes all customisations, enhancements, improvements, reusable components, modules, templates, workflows, layouts, scripts, report structures, portals, connectors, automations, documentation and other materials developed by or for SMIRP in connection with the Platform or Services.

23.4 You acknowledge that payment of Subscription Fees, Customisation Fees or any other Fees does not transfer ownership of any code, software, configuration, module, layout, logic, methodology, template, Developed IP or other SMIRP intellectual property.

23.5 We may use and incorporate into the Platform any feedback, ideas, enhancement requests, suggestions or recommendations provided by you or your Authorised Users without restriction or obligation, provided that doing so does not give us any ownership of your Customer Data or other Customer IP.

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24. Confidentiality

 

24.1 Each party must keep confidential, and must not disclose to any third party, the other party's Confidential Information except as expressly permitted by these Terms.

24.2 A party may use the other party's Confidential Information only to perform, receive or enforce its rights and obligations under these Terms.

24.3 A party may disclose the other party's Confidential Information to its Personnel, contractors, professional advisers, auditors, insurers or financiers who have a need to know for a purpose connected with these Terms, provided that the receiving party remains responsible for their compliance with confidentiality obligations no less protective than those set out in this clause.

24.4 Clauses 24.1 and 24.2 do not apply to information that:

(a) is public other than through a breach of confidence;

(b) was lawfully known by the recipient without obligation of confidence before disclosure;

(c) is lawfully obtained from a third party without breach of obligation; or

(d) is independently developed without use of the disclosing party's Confidential Information.

24.5 A party may disclose Confidential Information to the extent required by law, a court order, a regulator or a stock exchange, provided that, where lawful and practicable, the receiving party first gives the disclosing party reasonable notice.

 

25. Support, maintenance, updates and beta features

 

25.1 We will provide general support for the Platform through the support channels we make available from time to time, which may include support via info@smirp.io, in-platform support requests or other channels designated by us.

25.2 Unless otherwise agreed in writing, support is provided during our standard support hours, being 9:00am to 5:00pm on Business Days in Sydney, New South Wales, excluding public holidays.

25.3 We may perform planned maintenance and emergency maintenance from time to time. We will use reasonable endeavours to schedule planned maintenance outside normal business hours where reasonably practicable. Emergency maintenance may be carried out without prior notice where reasonably necessary to protect the security, integrity, availability or lawful operation of the Platform or related systems.

25.4 We may modify, improve, replace, withdraw, suspend or discontinue Platform features, modules or functionality from time to time. Where reasonably practicable, we will seek to avoid materially reducing the overall functionality of your active paid plan without prior notice, but nothing in these Terms prevents us from making changes required for security, legal, regulatory, technical, operational or product-development reasons.

25.5 We may designate particular features or functionality as beta, pilot, preview, early access or similar (Beta Features). Beta Features may be incomplete, unstable or modified or withdrawn at any time, and are provided on an as-is basis without any service level commitment or warranty unless otherwise expressly agreed.

 

26. Third-party services, hosting and integrations

 

26.1 We may use third-party providers to host, support, secure, process payments for, message, analyse, deliver or otherwise support the Platform and Services, including cloud hosting, communications, analytics, payment and AI service providers.

26.2 Payment card processing is carried out by third-party payment providers. We do not need to store full payment card details in order to receive payment from you, although we may receive limited billing and transaction metadata from the relevant payment provider.

26.3 If you authorise an integration or connection between the Platform and a third-party system or service, you authorise us to permit the exchange of data with that third party in accordance with your instructions, the relevant configuration and these Terms.

26.4 Except to the extent caused by our breach of these Terms, we are not responsible for any third-party products, services, integrations, availability, processing practices or security arrangements, including where you choose to enable or use them in conjunction with the Platform.

 

27. Security, backups and data breach response

 

27.1 We will implement reasonable technical and organisational measures, having regard to the nature of the Platform and the information processed through it, to protect Customer Data and personal information against misuse, interference, loss, and unauthorised access, modification or disclosure.

27.2 You acknowledge that no internet-based platform or electronic storage environment is completely secure, and we do not warrant that the Platform will be immune from unauthorised access, cyber incidents or other security events.

27.3 We may maintain backups, disaster recovery environments and security logs as part of our ordinary operations. The Platform is not a substitute for your own data retention, record management or backup obligations, and you should maintain any copies of data or records that are important to your business.

27.4 If we become aware of a suspected or actual data breach affecting personal information, we will assess, contain, investigate and respond to that incident in accordance with our internal processes and applicable law.

 

28. Suspension

 

28.1 We may suspend or restrict access to all or part of the Platform or Services immediately if reasonably necessary to:

(a) protect the security, integrity, availability or lawful operation of the Platform or related systems;

(b) investigate suspected fraud, unlawful conduct, security incidents or breaches of these Terms;

(c) address non-payment of Fees;

(d) respond to legal or regulatory requirements; or

(e) prevent harm to us, our users, third parties or the Platform environment.

28.2 Where reasonably practicable, we will give you notice of any suspension and the reason for it and will restore access once the relevant issue has been resolved to our reasonable satisfaction.

28.3 Suspension under this clause does not relieve you from liability to pay Fees that accrued before, or continue to accrue during, the period of suspension to the extent applicable under your Subscription.

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29. Term, renewal and termination

 

29.1 Part B commences on acceptance in accordance with clause 12.2 and continues for the period stated in the applicable Order, or if no fixed period is stated, on a month-to-month basis until terminated in accordance with these Terms.

29.2 A month-to-month Subscription renews automatically at the end of each monthly billing cycle unless cancelled by you before the commencement of the next billing cycle.

29.3 If an Order states that a Subscription is for a fixed term, that Subscription continues for the fixed term and then renews, or expires, in accordance with the Order.

29.4 Either party may terminate Part B or the affected Subscription immediately by written notice if the other party:

(a) materially breaches these Terms and fails to remedy that breach within 14 days after receiving notice requiring it to do so;

(b) becomes insolvent, enters external administration or ceases to carry on business; or

(c) repeatedly breaches these Terms in a way that indicates a serious disregard of its obligations.

29.5 We may also terminate Part B or the affected Subscription immediately if we are required to do so by law or if continuing to provide the affected Services would expose us or our service providers to a material legal, regulatory or security risk.

29.6 We may terminate Part B or the affected Subscription for convenience on at least 30 days' prior written notice. If we terminate for convenience, we will refund any pre-paid Fees covering the unused portion of the terminated Subscription period.

29.7 Termination or expiry does not affect any accrued rights, remedies, liabilities or obligations arising before the date of termination or expiry.

 

30. Offboarding, data export, retention and deletion

 

30.1 On termination or expiry of a Subscription, access to the affected customer environment is disabled immediately unless we agree otherwise in writing.

30.2 Subject to payment of all outstanding amounts and your compliance with these Terms, you may request export of Customer Data during the 30-day period following termination or expiry of the relevant Subscription (Offboarding Window).

30.3 Unless otherwise agreed in writing, standard data export during the Offboarding Window will be limited to those categories of Customer Data and export formats that we make available as part of our standard export or otherwise reasonably determine form part of our standard offboarding process from time to time. Standard data export does not include migration services, reconfiguration assistance, reformatting into alternative structures, extraction of archived or non-standard data, or bespoke transition services.

30.4 We may charge our then-current rates for non-standard, repeated, urgent or labour-intensive export assistance, special formatting, exceptional support or other offboarding work outside our standard process.

30.5 After the Offboarding Window expires, we may delete or de-identify Customer Data from our active systems, subject to:

(a) any legal requirement to retain information;

(b) retention of backup copies until they are overwritten in the ordinary backup cycle;

(c) retention of limited records reasonably required for billing, dispute resolution, audit, compliance, security or enforcement purposes; and

(d) retention and continued use of de-identified or aggregated Service Analytics in accordance with these Terms.

 

31. Warranties, disclaimers and Australian Consumer Law

 

31.1 Each party warrants that it has full power and authority to enter into and perform these Terms.

31.2 We will use reasonable care and skill in providing the Platform and Services. However, you acknowledge that the Platform is a configurable SaaS environment and that software, integrations, automations, AI-enabled features, customisations and online services can contain defects, limitations, interruptions and dependencies beyond our reasonable control.

31.3 Except as expressly stated in these Terms and to the maximum extent permitted by law, the Platform, Services, Outputs and all related functionality are provided on an "as is" and "as available" basis, without any warranty that they will be uninterrupted, error-free, secure, fit for a particular purpose or suitable for your regulatory or commercial requirements.

31.4 Without limiting clause 31.3, we do not warrant that:

(a) the Platform or any Output will be accurate, complete or free from errors;

(b) any AI-assisted feature or Output will be reliable or appropriate for decision-making without human review; or

(c) use of the Platform will ensure your compliance with any legal, accounting, financial services, lending, records-management or other regulatory obligation applicable to your business.

31.5 Nothing in these Terms excludes, restricts or modifies any guarantee, condition, warranty, right or remedy implied or imposed by law, including under the Australian Consumer Law, to the extent that such exclusion, restriction or modification is not permitted by law.

31.6 Where a statutory guarantee applies and the law permits us to limit our liability, our liability is limited, at our option, to:

(a) re-supplying the relevant services; or

(b) paying the cost of having the relevant services re-supplied.

 

32. Limitation of liability

 

32.1 Subject to clause 32.3 and to the maximum extent permitted by law, neither party is liable to the other for any indirect, incidental, special, exemplary or consequential loss, or for any loss of revenue, profit, opportunity, anticipated savings, goodwill, business reputation or corruption or loss of data, arising out of or in connection with these Terms.

32.2 Subject to clause 32.3, each party's aggregate liability to the other arising out of or in connection with these Terms, whether in contract, tort (including negligence), equity, statute or otherwise, is limited to the total Fees paid by you to us under the affected Subscription during the 12 months immediately preceding the event giving rise to the claim.

32.3 Clauses 32.1 and 32.2 do not apply to:

(a) your obligation to pay Fees;

(b) your breach of clause 19, clause 21, clause 23 or clause 24;

(c) either party's fraud, wilful misconduct or unlawful conduct;

(d) personal injury, death or damage to tangible property caused by negligence to the extent liability cannot be limited by law; or

(e) liability which cannot lawfully be excluded or limited.

 

33. Indemnity

 

33.1 You indemnify us against any loss, liability, cost, expense, damage or claim suffered or incurred by us arising out of or in connection with:

(a) your breach of these Terms;

(b) any claim that Customer Data, Customer Materials, your brand assets or your instructions infringe the rights of a third party;

(c) your unlawful, negligent or improper use of the Platform or Services;

(d) your failure to obtain required notices, permissions or consents for personal information or other data uploaded to the Platform; or

(e) any white-labelling, integration or external collaborator access enabled by or at the direction of you.

33.2 Your indemnity in clause 33.1 is reduced to the extent that the relevant loss was caused by our breach of these Terms, negligence or wilful misconduct.

 

34. General

 

34.1 Notices under these Terms must be in writing and may be given by email to the email address nominated by the recipient, including the contact or billing email associated with your account. A notice is taken to be received when the email enters the recipient's information system unless the sender receives an automated message indicating delivery failure.

34.2 We may amend Part B from time to time. If an amendment is material and adverse in effect to active paying customers, we will use reasonable endeavours to give at least 30 days' prior notice before the amendment takes effect, unless the amendment is required urgently for legal, security or regulatory reasons. If you do not agree to a material adverse amendment notified under this clause, you may terminate the affected Subscription before the amendment takes effect by giving us written notice, in which case the amendment will not apply to that Subscription before termination.

34.3 We may subcontract performance of all or part of the Services, provided that we remain responsible for our obligations under these Terms.

34.4 You must not assign, novate or otherwise transfer any of your rights or obligations under these Terms without our prior written consent. We may assign or novate these Terms in connection with a corporate reorganisation, sale of business or transfer of the relevant Services.

34.5 Neither party is liable for delay or failure to perform an obligation under these Terms to the extent caused by an event beyond its reasonable control, provided that the affected party uses reasonable endeavours to mitigate the impact of that event.

34.6 Before commencing court proceedings in relation to a dispute arising out of these Terms, the parties must first use reasonable endeavours to resolve the dispute by good-faith discussions between appropriately authorised representatives, except where urgent interlocutory relief is sought or the dispute concerns a debt due and payable.

34.7 These Terms constitute the entire agreement between the parties in relation to their subject matter and supersede all prior discussions, negotiations and understandings about that subject matter.

34.8 A failure or delay by a party to exercise a right does not waive that right. A waiver is only effective if given in writing.

34.9 If any provision of these Terms is invalid, illegal or unenforceable, it will be read down to the extent necessary or, if that is not possible, severed without affecting the remaining provisions.

34.10 These Terms are governed by the laws of New South Wales, Australia. Each party submits to the non-exclusive jurisdiction of the courts of New South Wales and courts competent to hear appeals from them.

 

35. Definitions and interpretation

 

35.1 Definitions

 

Authorised User means any individual authorised by you to access or use the Platform or Services under your account, including your employees, officers, contractors, advisers, collaborators, clients, suppliers or other end users permitted by you.

 

Confidential Information means information disclosed by one party to the other in connection with these Terms which is confidential by nature, designated as confidential or which the receiving party knows or ought reasonably know is confidential, and includes Customer Data, Customer Materials, security information, technical information and commercial terms, but excludes information referred to in clause 24.4.

 

Customer Data means data, records, files, content, personal information and other information uploaded to, stored in, entered into or otherwise made available through the Platform by or on behalf of you or your Authorised Users, but excludes Service Analytics, de-identified or aggregated information, and SMIRP Background IP.

 

Customer IP means intellectual property rights owned by you in your pre-existing materials, brand assets, Customer Data, documents, files, templates, specifications, requested outcomes, business rules and other materials supplied by or on behalf of you, but excludes Developed IP and SMIRP Background IP.

 

Customer Materials means any data, documents, files, templates, specifications, instructions, brand assets and other materials supplied or made available by or on behalf of you for use in connection with the Services.

 

Developed IP means all intellectual property rights in any customisation, enhancement, improvement, development, module, template, workflow, automation, portal, integration, configuration, connector, layout, report structure, script, documentation or other material created, developed, adapted or configured by or for SMIRP in connection with the Platform or Services, excluding Customer IP.

 

Fees means subscription fees, additional user fees, customisation fees and all other amounts payable by you under these Terms or any Order.

 

Order means any online sign-up, accepted quote, order form, scope of work, pricing-page selection or other written or electronic ordering document under which we agree to provide a Subscription, Customisation Services or other Services to you.

 

Outputs has the meaning given in clause 22.1.

 

Platform means the SMIRP software platform, mobile applications, portals, interfaces, databases, modules, workflows, automations, APIs and related software and systems made available by us as part of the Services.

 

Plan Details means the details of the subscription plan selected by the Customer, including the applicable fees, features, usage limits, inclusions and any additional charges, as described on the Website or otherwise notified to the Customer by SMIRP from time to time.

 

Privacy Policy means SMIRP's privacy policy published on the Website and updated from time to time.

 

Service Analytics means telemetry, metadata, usage statistics, system visit data, feature-utilisation data, interaction data, performance information, security event data and similar analytical or operational information derived from use of the Platform or Services.

 

Services means the Platform, subscriptions, support, onboarding, customisation services, AI-enabled features and related services made available by us from time to time.

 

SMIRP Background IP means all intellectual property rights owned by or licensed to SMIRP independently of these Terms, including in the Platform, software, source code, object code, database architecture, system frameworks, development tools, templates, pre-existing modules, methods, know-how, documentation, trade marks, branding, interfaces, models and related materials.

 

Subscription means your contractual right to access and use the Platform and Services under these Terms and any applicable Order.

 

Website has the meaning given in clause 1.1.

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35.2 In these Terms, unless the context otherwise requires:

 

(a) a reference to includes means includes without limitation;

(b) a reference to a person includes an individual, corporation, trust, partnership, government agency and any other legal or commercial entity;

(c) the singular includes the plural and vice versa; and

(d) headings are for convenience only and do not affect interpretation.

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