Safety Champion Software Terms & Conditions
1. Terms of Use
1.1. Safety Champion Software (ABN 69 637 312 504) (“we”, “us” and “our”) offers an online health and safety management service (“Services”). Access to this service is via: Safety Champion Login Page.
1.2. The terms and conditions set out in these Terms of Use (“Terms”) govern the use of the Services, including all features and content. The Terms form a binding contract between the user of the Services (“you” and “your”) and us.
1.3. Section 15 is only applicable to users of the freemium version of Safety Champion Software (“Safety Champion Lite”)
1.4. By using the Services you acknowledge and agree that you have had sufficient chance to read and understand the Terms, and that you agreed to be bound by them. If you do not agreed to be bound by the Terms, please do not use the Services.
2. Access and Use
2.1. We will provide you with, and grant you access to, the Services in accordance with the Terms.
2.2. You must not:
(a) use the Services in any way that could damage the reputation or goodwill or other rights associated with the Services;
(b) permit any third-party to use the Services without our consent;
(c) reproduce or otherwise modify or adapt the Services; or
(d) create any derivative works based on the Services.
2.3. You acknowledge and agree that:
3. Service Evolution
3.1. You acknowledge as a cloud-based solution our services are continuously evolving, and as such, will undergo future updates, modifications, or enhancements. While we strive to maintain high-quality standards, the Services may still contain errors or defects. We will use commercially reasonable efforts to address any such issues promptly.
4. Fees
4.1. We will charge you an fee for providing you with access to the Services (“Access Fee”) in accordance with the agreement between you and our Safety Champion Representative. The Access Fee will be inclusive of GST.
4.2. We will charge you a fee for commissioning the Services (“Commissioning Fee”) in accordance with the agreement between you and our Safety Champion Representative. The Commissioning Fee will be inclusive of GST.
4.3. Access to the Services will be conditional on the payment of the Access Fee and the Commissioning Fee.
4.4. We shall review the Access Fee on the third anniversary of the commencement of the Services, and you agree to pay such reviewed Access Fee notified to you in writing.
5. Payment of Fees
5.1. Payment of the Access Fee may be made:
(a) annually, in advance; or
(b) monthly, by direct debit.
6. Intellectual Property Rights
6.1. You acknowledge and agree that we own all intellectual property rights in the Services, and that nothing in the Terms constitutes a transfer of any intellectual property rights in the Services.
6.2. We acknowledge and agree that you own all intellectual property rights in any data or information that you enter into the Services, and any reports you receive from the Services (“your Data”). You grant us a non-exclusive, royalty-free, worldwide licence to use your Data for the purposes of providing the Services.
7. Termination
7.1. The Terms and the Services automatically terminate if, for any reason, we cease to operate and provide the Services generally.
7.2. If you breach the Terms in any way, we may terminate the Terms with immediate effect by providing you with written notice.
7.3. You may terminate the Terms at any time by giving us at least 30 days’ written notice.
7.4. If the Terms are terminated by you giving notice under clause 7.3 then:
(a) If the Services commenced less than 12 months ago, or you are within an agreed minimum contract period, we will be entitled to be paid the balance of the Access Fees for the minimum contact period not already received or paid; or
(b) If the Services have continued beyond the initial minimum contract period, each payment of an Access Fee will constitute re-engagement and extend the Term in line with the duration defined within the invoice. In such cases, we will retain all Access Fees paid up to the date of termination and are entitled to any Access Fees payable during the 30-day notice period, where that notice period extends beyond the renewed Term.
7.5. If the Terms are terminated for whatever reason:
(a) you are responsible for downloading and are authorised to download your data and records that have been entered into or uploaded to Safety Champion. After the termination date, you will no longer be authorised to access the Services (unless otherwise agreed); and
(b) all restrictions imposed on you by the Terms (including in relation to intellectual property, confidentiality, indemnities, disclaimers and limitations of liability) will survive termination.
8. Limitation of Liability
8.1. To the full extent permitted by law, we exclude all representations, warranties or terms (whether express or implied) other than those expressly set out in the Terms.
8.2. To the full extent permitted by law, we exclude all liability in respect of loss of data, interruption of business or any consequential or incidental damages.
8.3. The Terms are to be read subject to any legislation which prohibits or restricts the exclusion, restriction or modification of any implied warranties, conditions, guarantees or obligations. If such legislation applies, to the extent possible, we limit our liability in respect of any claim to, at our option:
(a) in the case of goods:
9. Indemnity
9.1. You agree to indemnify us including our employees, officers, agents and contractors and our related bodies corporate and their employees, officers, agents and contractors (“Indemnified”) and to continue to indemnify the Indemnified from and against any actions, proceedings, claims, demands, costs (on a full indemnity basis including, without limitation, reasonable legal and accounting fees) brought or made against the Indemnified by any person arising in connection with your use of the Services, or resulting from, or alleged to result from, your use of the Services, or a breach of your representations and warranties in the Terms, or your violation of any of the Terms and from and against any damage, loss (whether personal or property, and whether direct or consequential, including without limitation consequential financial loss), cost or expense suffered or incurred by any Indemnified as a direct or indirect consequence thereof.
10. Confidentiality
10.1. A party must not, without the prior written consent of the other, use or disclose the other party’s confidential information unless expressly permitted by the Terms or else required to do so by law or any regulatory authority.
10.2. Either party may:
11. Data Security
11.1. Your access to the Services will be provided through an account, which may include login details such as username and password (“Account”). You are solely responsible for maintaining the confidentiality of your Account.
11.2. You agree to immediately notify us of any unauthorised use of your Account or any other breach of security.
11.3. We must take reasonable steps to protect Your Data and the Account from misuse, loss, unauthorised access, unauthorised modification or unauthorised disclosure.
12. Changes and Amendments to Services and Terms
12.1. Subject to the Terms, we reserve the right to change any or all of the format and content of the Services at any time without notice to you.
12.2. We reserve the right to amend or replace the Terms at any time. It is your responsibility to regularly check the Terms and any conditions that govern your use of the Services. The revised Terms take effect when they are posted on www.safetychampion.com.au.
13. Privacy
13.1. You acknowledge that our Privacy Policy forms part of the Terms.
14. General
14.1. The Terms are governed and will be construed in accordance with the laws of Victoria, Australia. Each party irrevocably and unconditionally accepts and submits to the jurisdiction of the courts of Victoria.
14.2. The Terms of Use and any rights and licences granted hereunder may not be transferred or assigned by you, but may be assigned by us without restriction.
14.3. If any provision of the Terms is found to be invalid, unlawful or unenforceable, the provision will read down or severed to the extent necessary without affecting the validity or enforceability of the remaining provisions.
