GovernApp Terms and Conditions

By accessing or using the GovernApp software-as-a-service platform and any related websites, applications, support services and associated functionality (the Service), you agree to be bound by these Terms and Conditions. If you do not agree to these Terms and Conditions, you must not access or use the Service.

In these Terms and Conditions:

• Customer means the individual or entity that subscribes to or uses the Service.
• Customer Data means all data, documents, assessment responses, content, personal information and other materials uploaded to, stored in, submitted to, or generated through the Customer’s use of the Service, excluding system metadata generated by GovernApp.
• Personal Information has the meaning given in the Privacy Act 1988 (Cth).
• Service means the GovernApp software-as-a-service platform, related websites, support services and associated functionality made available by Carlton Rossiter Pty Ltd (ABN 32 617 116 677).
• Subscription Term means the period for which the Customer has subscribed to the Service.
• Terms and Conditions means these GovernApp Terms and Conditions together with any order form, proposal, service schedule or plan details accepted by the parties.

The Service is provided by Carlton Rossiter Pty Ltd (ABN 32 617 116 677) ("Carlton Rossiter", "GovernApp", "we", "us" or "our").

Subject to these Terms and Conditions and payment of all applicable fees, GovernApp grants the Customer a limited, non-exclusive, non-transferable, revocable right during the Subscription Term to access and use the Service for the Customer’s internal business purposes.

The Customer must not, and must not permit any person to:

• copy, modify, adapt, translate or create derivative works of the Service;
• reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying structure of the Service, except to the extent permitted by law;
• resell, sublicense, timeshare, distribute or otherwise make the Service available to third parties except as expressly permitted by GovernApp in writing;
• use the Service for any unlawful, misleading, defamatory, abusive or infringing purpose;
• upload malicious code or attempt to interfere with the security, integrity, availability or performance of the Service; or
• share login credentials in a manner inconsistent with the Customer’s subscription or security obligations.

The Customer may be required to create one or more user accounts to access certain features of the Service. The Customer is responsible for maintaining the confidentiality of account credentials and for all activities carried out using its accounts.

The Customer must promptly notify GovernApp of any suspected unauthorised access to or use of an account.

As between the parties, the Customer retains all right, title and interest in its Customer Data.

The Customer grants GovernApp a non-exclusive licence to host, store, reproduce, transmit, back up, analyse, and otherwise use Customer Data to the extent reasonably necessary to provide, secure, maintain, support and improve the Service, and as otherwise permitted by the GovernApp Security and Privacy Statement.

The Customer is responsible for ensuring that:

• it has all necessary rights, consents and lawful authority to upload or input Customer Data into the Service;
• its use of the Service and all Customer Data complies with applicable laws; and
• no Customer Data infringes the rights of any person or entity.

GovernApp’s collection, use, storage and disclosure of Personal Information and Customer Data in connection with the Service is described in the GovernApp Security and Privacy Statement, as updated from time to time.

The GovernApp Security and Privacy Statement is incorporated into these Terms and Conditions by reference to the extent it describes privacy and security practices. If there is any inconsistency between these Terms and Conditions and the GovernApp Security and Privacy Statement, these Terms and Conditions prevail except to the extent the Security and Privacy Statement expressly addresses privacy or security practices.

All intellectual property rights in and to the Service, including all enhancements, improvements, configurations, software, designs, workflows, text, graphics and other materials forming part of the Service, are owned by or licensed to GovernApp.

Except as expressly permitted by these Terms and Conditions or by law, the Customer must not use, reproduce, distribute, copy or create derivative works from the Service without GovernApp’s prior written consent.

The Service may include registered trademarks and other protected marks owned by GovernApp or third parties. Except as expressly authorised, any use or misuse of those trademarks is strictly prohibited.

All third-party trademarks remain the property of their respective owners.

Each party must keep confidential all non-public information disclosed by the other party in connection with the Service that is by its nature confidential or is identified as confidential (Confidential Information).

A receiving party must only use the other party’s Confidential Information for purposes connected with these Terms and Conditions and must not disclose it except:

• to its personnel, professional advisers, contractors or service providers who need to know it and are bound by appropriate confidentiality obligations; or
• where disclosure is required by law, court order or regulatory authority.

This clause does not apply to information that:

• is or becomes public through no fault of the receiving party;
• was lawfully known to the receiving party before disclosure; or
• is independently developed without use of the disclosing party’s Confidential Information.

Customer Data is deemed to be the Customer’s Confidential Information, subject to these Terms and Conditions and the GovernApp Security and Privacy Statement.

The Customer must pay all fees specified for the Service in the manner and by the due date specified by GovernApp.

Unless stated otherwise:

• fees are quoted in Australian dollars;
• fees are exclusive of GST and any similar taxes; and
• subscription fees are payable in advance.

Except as required by law, subscription fees are non-refundable.

GovernApp may suspend access to the Service for overdue accounts after giving reasonable notice.

GovernApp may change its fees by giving notice before the commencement of a renewal term.

Where GovernApp agrees to provide non-standard services such as assisted data extraction, migration support, restoration work, or exceptional deletion assistance outside standard functionality or support, GovernApp may charge reasonable additional fees, which will be disclosed in advance.

GovernApp may update, modify, enhance or discontinue features of the Service from time to time.

While GovernApp will use reasonable efforts to maintain the availability and security of the Service, the Customer acknowledges that the Service may occasionally be unavailable due to maintenance, upgrades, outages, security events or circumstances beyond GovernApp’s reasonable control.

Unless expressly agreed otherwise in writing, GovernApp does not guarantee uninterrupted or error-free operation of the Service.

The Customer’s access to and use of the Service is at the Customer’s own risk, subject to applicable law.

To the maximum extent permitted by law, the Service is provided on an "as is" and "as available" basis. GovernApp does not warrant that the Service will be uninterrupted, error-free, secure against every possible threat, or fit for every particular purpose.

The Service is designed to assist Customers to identify, assess and manage governance issues and risks using frameworks, prompts, scoring tools, recommendations and related guidance. The Service is not legal advice, financial advice, accounting advice, audit advice, or a substitute for independent professional judgment.

While GovernApp uses reasonable care and best endeavours to provide useful and current information and recommendations, GovernApp does not warrant or guarantee that use of the Service, or implementation of any recommendation, action plan, score outcome or governance guidance generated through the Service, will eliminate legal, governance, operational, financial, regulatory or other risks, or ensure compliance with any law, standard or duty.

The Customer remains solely responsible for evaluating its own circumstances, obtaining independent professional advice where appropriate, and making and implementing its own governance and operational decisions.

To the maximum extent permitted by law, GovernApp is not liable for any loss, damage, claim, liability, penalty, cost or expense arising from or connected with the Customer’s reliance on, implementation of, or failure to implement any output, recommendation, score, assessment result or other guidance made available through the Service.

The Customer acknowledges that a score, assessment outcome, recommendation or indication of lower risk within the Service does not mean that the Customer is free from legal, regulatory, fiduciary, governance or operational risk.

Nothing in these Terms and Conditions excludes, restricts or modifies any consumer guarantee, statutory right or other right that cannot lawfully be excluded or limited, including under the Australian Consumer Law.

To the extent permitted by law, where a non-excludable guarantee applies, GovernApp’s liability is limited to resupplying the services or paying the cost of having the services supplied again.

GovernApp uses reasonable measures to protect the Service, but cannot guarantee that the Service, or any content made available through it, will always be free from viruses, malware or other harmful components.

The Customer is responsible for implementing its own reasonable security protections, including endpoint protection, password controls and internal access management.

To the maximum extent permitted by law, GovernApp and its affiliates, directors, officers, employees, agents, contractors, successors and assigns are not liable for any indirect, incidental, special, punitive or consequential loss, or any loss of profits, revenue, business opportunity, goodwill, anticipated savings, data or business interruption arising from or in connection with the Service.

To the maximum extent permitted by law, GovernApp’s aggregate liability arising out of or in connection with the Service or these Terms and Conditions will be limited to the fees paid by the Customer for the Service in the 12 months preceding the event giving rise to the claim.

Nothing in these Terms and Conditions excludes or limits liability to the extent that liability cannot lawfully be excluded or limited, including under the Australian Consumer Law.

GovernApp may suspend or terminate the Customer’s access to the Service immediately if:

• the Customer breaches these Terms and Conditions and does not remedy the breach within a reasonable period after notice, where the breach is capable of remedy;
• payment remains overdue after notice;
• GovernApp reasonably considers suspension necessary to protect the security, integrity or lawful operation of the Service; or
• GovernApp is required to do so by law.

The Customer may stop using the Service at any time, but remains liable for any accrued fees or other obligations.

Upon termination or expiry of the Subscription Term, the Customer’s right to access and use the Service ceases immediately, except to the extent GovernApp allows limited post-termination access for data retrieval.

Subject to payment of all outstanding fees, the Customer may request export of its Customer Data within 30 days after termination in a format reasonably determined by GovernApp.

After that period, GovernApp may securely delete or de-identify Customer Data in accordance with its retention practices and the GovernApp Security and Privacy Statement, unless retention is required by law.

GovernApp may use data derived from the Customer’s use of the Service for analytics, service improvement, research, benchmarking and marketing support purposes, provided that any such data is de-identified so that it does not reasonably identify the Customer or any individual.

The Service may integrate with, interoperate with, or contain links to third-party services, websites or applications.

GovernApp is not responsible for the availability, condition, content, functionality or terms of any third-party service not under its direct control. The Customer accesses and uses third-party services at its own risk and subject to the applicable third-party terms.

No link or integration constitutes an endorsement by GovernApp unless expressly stated.

GovernApp may update these Terms and Conditions from time to time. Updated Terms and Conditions will take effect when published on the Service or otherwise notified to the Customer, unless a later effective date is specified.

Continued use of the Service after the effective date of updated Terms and Conditions constitutes acceptance of the updated Terms and Conditions.

These Terms and Conditions are governed by the laws of Victoria, Australia. Any dispute arising from or in connection with these Terms and Conditions or the Service is subject to the exclusive jurisdiction of the courts of Victoria, Australia.

The Service may be accessed from within Australia and overseas. GovernApp makes no representation that the Service complies with the laws of any jurisdiction outside Australia, and any person accessing the Service from outside Australia does so at their own risk and is responsible for compliance with local laws.

For questions about these Terms and Conditions, please contact GovernApp at support@governapp.com.

By using the Service, the Customer acknowledges that it has read, understood and agrees to be bound by these Terms and Conditions.