This Terms and Conditions document (this "Agreement") is effective as of the Effective Date specified in an applicable Order Form and is entered into by and between SaaS Management Technologies Pty Ltd (ACN 675 793 218), trading as Subble (the "Company"), and the party identified as the customer in the applicable Order Form ("Customer"), and is effective as of the date the parties enter into an applicable Order Form incorporating these terms (the "Effective Date").
In the event of a conflict among the documents comprising this Agreement, the main body of this Agreement (Sections 1 to 11, inclusive) will prevail, except that any Order Forms or addendums will control over the Agreement for its specific subject matter.
Background: The Company provides a software-as-a-service platform and related services. The Customer wishes to access and use the Company’s software and services under the terms of this Agreement. This Agreement outlines the terms under which the Company will provide the Customer with certain subscription services (the "Services"), including access to the Company’s software platform ("Software").
1.1 Company: SaaS Management Technologies Pty Ltd (ACN 675 793 218), trading as Subble.
1.2 Customer: The person or entity identified as the customer in an Order Form or similar ordering document referencing this Agreement.
1.3 Effective Date: The date on which the Customer agrees to or signs an Order Form incorporating this Agreement, or as otherwise specified in that Order Form.
1.4 Order Form: An ordering document or an online order, including a trial, entered into between Customer and the Company, specifying the Service or Professional Services to be provided pursuant to this Agreement. Each Order Form is a stand-alone agreement, separate from any other Order Form, incorporating the terms and conditions of this Agreement by reference.
1.5 Developed IP: All Intellectual Property discovered, developed, or otherwise coming into existence as a result of, for the purposes of, or in connection with the Software or the provision of any Services, including any enhancements, improvements, and modifications to the Provider IP.
1.6 Intellectual Property: All copyrights, patents, trademarks, service marks, trade names, designs, and similar industrial, commercial, and intellectual property rights.
1.7 Provider IP: All rights, title, and interest in and to the Software and any information or technology provided to or accessed by the Customer in connection with the use of the Software or Services, which are owned by the Company or its licensors.
2.1 The Company will use commercially reasonable efforts to provide the Customer with the Services as described in the applicable Order Form. (Any specific service scope or service level commitments shall be as agreed in writing by the parties.)
2.2 The Company will provide technical support to the Customer via email during support hours (9:00 am to 5:00 pm AEST on Business Days, excluding Australian public holidays). The Customer may initiate support requests by emailing the Company’s support contact (e.g., support@subble.com) or such other contact point as the Company designates.
2.3 The Customer’s use of the Software and Services is subject to any usage limits specified in the Order Form. The Customer agrees not to exceed any such limitations.
3.1 Except as otherwise permitted by law or agreed in writing by the Company, the Customer must not:
3.2 The Customer acknowledges that any breach of Clause 3.1 is a material breach of this Agreement. In the event of such breach, the Company may, at its discretion and without limiting its other rights, suspend or terminate the Customer’s access to the Software or Services and/or pursue any other remedies available at law. The Company grants the Customer a non-exclusive, non-transferable, non-sublicensable licence to use any locally installed components of the Services during the Term, solely for the Customer’s internal business purposes and in accordance with this Agreement. The Customer represents and warrants that it will use the Services in compliance with the Company’s standard policies (as provided or made available to the Customer) and all applicable laws and regulations. The Customer agrees to indemnify and hold the Company harmless from any losses, liabilities, costs (including legal fees) or damages arising from the Customer’s breach of the foregoing obligations or misuse of the Services. The Company may monitor the Customer’s use of the Services and may disable any feature or restrict any use that the Company reasonably believes is not in compliance with this Agreement.
4.1 Each party (the "Receiving Party") acknowledges that it may receive confidential or proprietary information ("Proprietary Information") from the other party (the "Disclosing Party") during the Term. The Company’s Proprietary Information includes non-public information about the features, functionality, and performance of the Software and Services. The Customer’s Proprietary Information includes non-public data provided by the Customer to enable the provision of the Services ("Customer Data"). The Receiving Party shall:
These obligations do not apply to information that the Receiving Party can demonstrate:
Each party agrees to return or destroy all Proprietary Information of the other party upon termination of this Agreement, subject to any rights to retain data as provided in this Agreement. The confidentiality obligations in this clause shall survive for a period of five (5) years after the disclosure of the information, except that any trade secrets of the Disclosing Party will be protected for as long as they remain trade secrets under applicable law.
4.2 As between the parties, all Customer Data shall remain the property of the Customer. The Customer grants the Company a non-exclusive, worldwide, royalty-free licence to use, copy, transmit, store, and back up the Customer Data for the purpose of providing the Services and fulfilling the Company’s obligations under this Agreement. The Company (and its licensors) retains all right, title, and interest in and to the Services, the Software, and the Company’s other technology and intellectual property ("Provider IP"). No rights or licenses are granted to the Customer in respect of the Provider IP other than the limited licence to use the Services as expressly set out in this Agreement. All improvements, enhancements, or modifications to the Services or Software, and all Intellectual Property discovered, developed, or created by the Company in connection with providing the Services ("Developed IP"), will be owned solely by the Company and vest in the Company immediately upon creation.
The Customer must not represent to anyone that it is the owner of the Software or any Provider IP. The Customer agrees that the Company may refer to the Customer’s business name and may use the Customer’s logo/trademarks in marketing materials to identify the Customer as a customer of the Company. The Company may also publicly disclose general or specific financial results, savings, or benefits achieved by the Customer through its use of the Software and Services, including quantified cost savings (for example, stating that the Customer reduced its SaaS expenditure by a certain amount or percentage using Subble). The Customer acknowledges that such results and savings are not considered sensitive Customer Data or confidential information for the purposes of this Agreement.
5.1 Subject to the terms of this Agreement (including the Customer’s payment of all applicable Fees), the Company grants the Customer a personal, non-exclusive, non-transferable, limited, revocable licence for the Term to permit the Customer’s authorized users to access and use the Software and Services, including any embedded Company Intellectual Property, solely for the Customer’s internal business operations.
5.2 All Provider IP (as defined in Clause 4.2) is and shall remain the exclusive property of the Company or its licensors. The Customer’s use of the Software or Services does not grant the Customer any ownership or rights in the Provider IP. All Developed IP (as defined in Clause 4.2) shall automatically vest in the Company. The Customer will execute any documents and take all necessary steps to give effect to the Company’s ownership of Developed IP. The Customer must not do or allow anything that would infringe upon or contest the Company’s ownership of the Software, the Services, or any Provider IP.
6.1 The Customer shall pay the Company the fees for the Services (and any associated implementation or setup services) as set forth in the applicable Order Form (the "Fees"). All Fees are payable in accordance with the payment terms in this Agreement and the Order Form. The Company may change its standard Fees or introduce new Fees for any renewal term after the Initial Service Term, provided it gives the Customer at least thirty (30) days’ prior written notice before the end of the then-current term.
If any one-time implementation or onboarding fee is specified in an Order Form, the Company may invoice such fee upon execution of that Order Form (or as otherwise set forth in the Order Form), and the Customer agrees to pay it as part of the Fees.
If the Customer believes that it has been incorrectly billed, it must contact the Company in writing within sixty (60) days of the invoice date in question to be eligible for an adjustment or credit.
6.2 The Company will invoice the Customer for Fees at the frequency or interval specified in the Order Form, and the Customer shall pay each invoice within fourteen (14) days of the invoice date, unless a different payment period is stated in the Order Form. Overdue payments may accrue interest at the rate of 1.5% per month (or the highest rate permitted by law, if lower), calculated from the day after the due date until the date payment is received in full. The Customer is responsible for all taxes, duties, and government charges (collectively, "Taxes") applicable to the Services (other than taxes on the Company’s income). All Fees are exclusive of GST and any other applicable Taxes, which will be added to invoices and payable by the Customer as required by law.
7.1 This Agreement commences on the Effective Date and continues for the initial subscription term specified in the Order Form (the "Initial Service Term"), unless earlier terminated in accordance with this Agreement. After the Initial Service Term, this Agreement will automatically renew for successive renewal terms equal to the length of the Initial Service Term, unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term.
7.2 Either party may terminate this Agreement for cause by giving the other party at least thirty (30) days’ written notice of a material breach of this Agreement, provided that the breaching party does not cure the breach within the 30-day notice period. The Company may also terminate this Agreement immediately upon written notice if the Customer fails to pay any Fees within fifteen (15) days after receiving written notice of non-payment. In the event of termination of this Agreement, the Customer shall pay all Fees for Services provided up to the effective date of termination. The Company will provide a final invoice for any outstanding Fees, which shall be payable within fourteen (14) days. The Customer acknowledges that, except where expressly provided otherwise in this Agreement or required by law, all Fees are non-refundable (for example, the Customer is not entitled to any refund of prepaid Fees if this Agreement is terminated prior to the end of a billing period).
Upon any expiration or termination of this Agreement, the Company will make Customer Data available for the Customer to download (in a standard format determined by the Company) for a period of up to thirty (30) days after the effective date of termination. After such period, the Company may delete or destroy the Customer Data in its possession, unless legally prohibited. The Customer is responsible for downloading its data or requesting its return within this post-termination period.
Any terms of this Agreement which by their nature are intended to survive termination (including but not limited to provisions relating to Intellectual Property, confidentiality, indemnities, limitations of liability, and post-termination data handling) shall survive the expiration or termination of this Agreement.
The Customer shall indemnify and hold harmless the Company and its officers, employees, and agents from and against any third-party claims, losses, damages, or expenses (including reasonable legal fees) arising out of or in connection with:
This indemnity obligation is subject to the Company:
9.1 To the fullest extent permitted by law, the total liability of the Company (and its officers, employees, agents, and affiliates) to the Customer for any and all claims arising under or related to this Agreement, whether in contract, tort (including negligence), statute, or otherwise, will not exceed, in aggregate, the amount of Fees paid by the Customer to the Company under this Agreement in the twelve (12) months immediately preceding the event giving rise to the claim. If the event giving rise to the claim occurs within the first twelve (12) months of the Initial Service Term, the liability cap shall be the total Fees the Customer is projected to pay for the first twelve (12) months of the Initial Service Term.
9.2 In no event will either party be liable to the other for any indirect, special, incidental, exemplary, or consequential damages of any kind, nor for any loss of profit, loss of revenue, loss of business, loss of goodwill, loss or corruption of data, or business interruption, arising out of or in connection with this Agreement or the use of the Software or Services, even if advised of the possibility of such damages. This Clause 9.2 applies regardless of the form of action, whether in contract, tort, strict liability, or otherwise, and even if any limited remedy specified in this Agreement is deemed to have failed of its essential purpose.
9.3 Nothing in this Agreement operates to exclude or limit a party’s liability for any liability which cannot be excluded by law, including (but not limited to) death or personal injury caused by that party’s negligence, or loss caused by that party’s fraud or fraudulent misrepresentation.
10.1 The Customer acknowledges that the Company will collect, use, and disclose personal information in the course of providing the Services. The Customer consents (and confirms that it has obtained all necessary consents from individuals, if applicable) to the Company’s collection, use, and disclosure of personal data for the purposes of providing the Services, account administration, service improvement, and analytics, in compliance with applicable privacy and data protection laws and the Company’s privacy practices.
10.2 The Company will implement and maintain appropriate administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of Customer Data. While these measures follow industry best practices, the Customer understands that absolute security cannot be guaranteed for any system involving electronic data storage or transmission. The Customer agrees to implement its own reasonable security measures to complement the Company’s safeguards when using the Services.
10.3 The Customer retains all rights, title, and interest in and to the Customer Data. Nothing in this Agreement will be construed as transferring ownership of any Customer Data to the Company. The Customer grants the Company a limited licence to process, transmit, and store Customer Data solely as necessary to provide the Services and fulfill the Company’s obligations under this Agreement.
10.4 Each party will comply with all applicable data protection and privacy laws with respect to personal data processed under this Agreement. This includes the Customer’s obligation to ensure that it has the legal right to disclose any personal data that it provides to the Company for use in providing the Services. The Company will cooperate with the Customer’s reasonable requests for information needed to demonstrate compliance with applicable privacy laws.
11.1 Except as otherwise provided herein, any variation or amendment to this Agreement will not be effective unless it is in writing and signed by both parties.
11.2 If any provision of this Agreement is held to be invalid, illegal, or unenforceable, that provision will be deemed modified to the minimum extent necessary to make it enforceable (if possible), and the remainder of the Agreement will remain in full force and effect. If a provision cannot be saved by such modification, it will be severed, and the remaining provisions will continue in effect as if the invalid provision had never been part of this Agreement.
11.3 The Customer may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the Company (which consent will not be unreasonably withheld). The Company may assign, transfer, or subcontract its rights or obligations under this Agreement, in whole or in part, to any affiliate or in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets, provided that such assignment will not relieve the Company of its obligations to the Customer in the event of non-performance by the assignee.
11.4 The parties are independent contractors. This Agreement does not create any partnership, joint venture, agency, fiduciary, or employment relationship between the parties. Neither party has the authority to bind the other or to incur any obligation on the other’s behalf.
11.5 A waiver of any right under this Agreement must be in writing and signed by the party granting the waiver. A waiver by either party of any breach of this Agreement will not operate as a waiver of any future breach of the same provision or any other provision. Likewise, the failure or delay of either party to exercise any right or remedy under this Agreement will not constitute a waiver of that right or remedy.
11.6 All notices or other communications required or permitted under this Agreement must be in writing and will be deemed given:
11.7 This Agreement is governed by and shall be construed in accordance with the laws of the State of Victoria, Australia, without regard to its conflict of law principles. The parties irrevocably submit to the non-exclusive jurisdiction of the courts of the State of Victoria and the Commonwealth of Australia for any dispute or claim arising out of or in connection with this Agreement.
11.8 This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together constitute one instrument. The parties agree that execution of Order Forms or other documents by electronic signature, or transmission of signed counterparts of this Agreement or any Order Form via email (for example, in PDF form) or via a recognized e-signature service, will be valid and binding and have the same effect as original signatures.
11.9 This Agreement, together with any Order Form(s) referencing it, constitutes the complete and exclusive statement of the agreement between the parties with respect to its subject matter, and it supersedes all prior or contemporaneous proposals, agreements, understandings, and communications, whether written or oral, relating to that subject matter. Each party acknowledges that it has not relied on any representation, warranty, or statement made by the other party that is not expressly set out in this Agreement or an Order Form.
11.10 The Company may revise this Agreement from time to time by posting the modified version on its website. By continuing to access or use the Service after the posted effective date of modifications to this Agreement, Customer agrees to be bound by the revised version of the Agreement, except when Order Forms or other documents explicitly override it.
