Expertli – Terms of Use 

These terms create a contract between you and True Platform Pty Ltd (ACN 644 796 410) of 13 Greenhill Road, Wayville SA 5034 (us, we or our). Please read this document carefully. By using our proprietary cloud-based software-as-a-service solution called Expertli (Platform), clicking the “Agree” check box or by emailing us to confirm your acceptance of these Terms of Use, you agree to be bound by the terms of this agreement.  We may, on notice to you, change these Terms of Use.  Your continued use of the Platform following any changes indicate your acceptance of the changes. This agreement does not modify, restrict or exclude any additional rights you may have under applicable laws that cannot be so modified, restricted or excluded.

This agreement will commence on the date that you accept these Terms of Use in accordance with clause 1.2 and will continue until terminated (Term). Subject to clause 4.3, either party may terminate this agreement at any time on notice.

From time to time we may give you access to the Platform for a trial at no charge (Trial). Your Trial will commence on the date we notify you and will continue for a period of 2 months or such other period as notified to you by us (Trial Term). You may cancel your Trial at any time during the Trial Term on notice to us. Unless you cancel your Trial, at the end of the Trial Term, this agreement will automatically renew. If the Trial was for a Subscription to access the Pro services you will be charged the applicable Fee.

You may at any time request a Subscription from us to access the Pro services.  Your Subscription will commence on the Start Date, will continue for the Initial Term and will automatically renew for further periods equivalent to the Initial Term (each period a Subscription Term). You may suspend or cancel your Subscription at any time by giving us at least 7 days’ notice prior to the expiry of the then current Subscription Term (Cut-Off Date).

If your suspension or cancellation request is received:prior to the Cut-Off Date, it will be effective at the end of your then current Subscription Term; orafter the Cut-Off Date, your payment of the Fees for your next Subscription Term will be processed and cancellation will not take effect until the end of such further Subscription Term.If you continue to use the Platform, your continued access to the Platform will continue to be subject to these Terms of Use.We reserve the right to cancel your Subscription at our reasonable discretion at any time and without giving any reasons for our decision. If we cancel your Subscription in accordance with this clause your Subscription will cease effective from end of your then current Subscription Term.

Notwithstanding clause 4.5, if you fail to comply with the terms of this agreement or fail to ensure that your Authorised Users comply with the terms of this agreement, or your Fees are not paid on time, we reserve the right to suspend your access to the Platform in which case your access to the Platform will be withdrawn immediately, no refund will be payable by us, and you must pay to us all outstanding Fees owed to us as at the date of suspension immediately. 

Consequences of suspension, cancellation and/or termination upon suspension of your Subscription, we may delete Your Content if your Subscription is not reactivated within a reasonable period. 

Upon cancellation of your Subscription and/or termination of this agreement: we may delete Your Content after the expiry of the Subscription and/or agreement; we will deactivate your Authorised User Login and your access to the Platform may be limited or removed; you must pay to us all outstanding Fees owed to us within 14 days; and each party must, on request, return or securely destroy all Confidential Information in that party’s control.

We grant to you a non-transferrable, non-exclusive right and licence for you and your Authorised Users to access and use the Platform for the duration of the Term in accordance with this agreement.We will provide you with:access to the Platform; the Authorised User Login(s);
and for any Subscription holder, the Support, with due care, competence and diligence and as agreed with you from time to time. 
Your Subscription may be subject to certain usage limitations, such as limits on the number of users, data storage and traffic, as notified by us to you from time to time and in our sole discretion. You are solely responsible for: ensuring your Authorised Users comply with the terms of this agreement; and determining whether the Platform is suitable for your needs and for ensuring all Your Content is up to date and accurate. 

To access and use the Platform, you must set up an account using your Authorised User Login.  If you wish to allow access to the Platform to your Authorised Users you must activate these Authorised Users on the Platform.

You are solely responsible for:
- ensuring each Authorised User Login is operated by only one person;
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- ensuring Authorised Users do not share, publish or otherwise make available to any third party their Authorised User Logins;
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- all activity on your account by you or your Authorised Users including any unauthorised access by third parties; maintaining the confidentiality and security of your account and the Authorised User Login and notifying us immediately of any unauthorised use.  You are also solely responsible for all activities on your account; and
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- protecting Your Content, including backing-up, and ensuring the security of, Your Content, taking appropriate measures to protect Your Content from accidental, unlawful or unauthorised access, use or disclosure. 

You may use the Platform for the purposes of engaging with your customers on their sales and service needs  and you are responsible for all content that you submit, post, display, upload, develop or otherwise create  when using the Platform (including data, personal information, financial data, text, files, information, usernames, images, graphics, photos, profiles, audio and video clips, sounds, musical works, works of authorship, applications, links and other materials) (together, Your Content).

You acknowledge and agree: through the platform you may control who you share boards with (including making it public).  You acknowledge and agree we have no liability for how others may access or use Your Content as result of your or your Authorised User’s decision to share a board; and if you are invited to access another customer’s board, you acknowledge that your access to that board as well as any content you submit will be under the sole control of that customer. Except to the extent that any of Our IP is incorporated into Your Content, you own all right title and interest in and to (including any Intellectual Property Rights) in Your Content.

You grant us a non-exclusive, worldwide right to use, copy, store, transmit and display Your Content and to modify and create derivative works of Your Content (for reformatting or other purposes related to your use and access to the Platform). You must not submit, post, display, upload, develop or otherwise create any of Your Content that: you do not have permission, right or license to use; is objectionable, offensive, unlawful, deceptive or harmful; is personal, private or confidential information belonging to others; requests personal information from a minor; impersonates or misrepresents your affiliation with another person or entity; transmits spam, including unauthorised advertising or promotional materials; oris illegal, fraudulent, or manipulative.

You warrant that you have the rights to use Your Content and you take full responsibility for Your Content. You indemnify us against any claims relating to a breach of this clause 8, any third-party rights and/or a breach of any law or regulation as a result of Your Content.

We may remove Your Content from the Platform if Your Content violates this agreement, including if Your Content is offensive or otherwise unacceptable to us in our sole discretion and/or including in the event of any threatened, alleged or issued claims in relation to Your Content, and/or for any other reasonable cause.

During the Subscription Term you may export Your Content as set out in the Documentation.

If you provide us with any feedback or suggestions regarding the Platform, including ideas, concepts, know-how or techniques relating to the functionality or design of the Platform (Feedback), you assign to us all rights in the Feedback and agree that we have the right to use such Feedback and related information in any manner we deem appropriate. We will treat any Feedback you provide to us as non-confidential and non-proprietary. You agree not to submit to us any feedback that you consider confidential or proprietary.

You may use and access the Platform only for your internal business or personal purposes in accordance with the Documentation and this agreement.   You must not, and must ensure your Authorised Users do not: use the Platform on behalf of, or to provide any product or service to, third parties;
use the Platform for any purpose that is illegal, fraudulent, or is otherwise objectionable, offensive, unlawful, deceptive or harmful;
copy, modify, or create derivative works based on the content available on or through the Platform or use the Platform to develop a similar or competing product or service; infringe the Intellectual Property Rights, privacy or confidentiality of any third party;
engage in any activity that may result in injury, death, property damage, and/or liability of any kind; interfere or disrupt the Platform, servers or networks connected to the Platform or another person’s use of the Platform, including by transmitting any worms, viruses, spyware, malware or any other code of a destructive or disruptive nature;
scrape, data mine, reverse engineer, decompile, disassemble or seek to access the source code or non-public APIs to or unauthorised data from the Platform;
distribute viruses, corrupt files, or any other similar software or programs that may damage the operation of any computer hardware or software; and/or engage in any other conduct that inhibits any other person from using or enjoying the Platform.

If you have a Subscription, you agree to pay the Fees on the Start Date and on renewal of each Subscription Term in advance. If you fail to pay an undisputed invoice by the due date, we reserve the right to charge interest on overdue amounts at the rate of 1.5% per month and/or suspend your account and access to the Platform until all overdue amounts are paid. 

You agree:

your nominated payment method will be charged when your Subscription first commences and then you will be charged on commencement of each Subscription Term without further authorisation from you, unless you have cancelled or otherwise modified your Subscription in accordance with this agreement;

it is your responsibility to ensure your that: your details are, at all times, valid and up to date; sufficient funds are available on renewal of each Subscription Term; and the billing address and other necessary information you have provided are, at all times, valid and up to date; and your payment transactions will be performed through third-party payment gateways;

we do not correct or store your payment information, it is collected and stored by the owner of the payment gateway referred to in clause 11.3(c);

payments will appear on your accounts as our then-current third-party payment gateway; we are not liable for any charges you incur as a result of out-of-date payment information. If we incur an expense due to incorrect payment information provided by you, we reserve the right to seek reimbursement from you for such expense; and if we are unable to debit your account: you authorise us to reattempt the payment method a maximum of four times in a four-week period; if such reattempts are unsuccessful, we reserve the right to seek payment off you via an alternative payment method and/or seek to recover the debt through alternative means (either directly, or through a third party); you may be required to reimburse us for any costs we incur when reattempting payment; and we may suspend your account and access to the Platform until all overdue amounts are paid.

We may reasonably increase the Fees for any reason however the increase will not take effect until your next applicable Subscription Term. Unless otherwise expressly stated, all fees, prices or other sums payable or consideration to be provided under this agreement are exclusive of GST.  If GST is payable in relation to a Taxable Supply, the amount payable for that Taxable Supply is the amount for that Taxable Supply specified in this agreement plus GST.

We may offer you access to certain features on a free or trial basis (Beta Product).  Your use of any Beta Product: is for evaluation only, and is not supported and it may contain bugs or errors; is provided “as-is” and “as available”; and you must inform us of any errors or issues arising with the Beta Product promptly and, on our request, provide us with your feedback relating to the operation and functionality of the Beta Product. The Beta Product may be inoperable, incomplete or include features that we may never release. Updates and back-upsWe will provide, configure, install and maintain any and all updates, upgrades, enhancements, releases, corrections, bug fixes, patches and modifications to the Platform as we deem necessary (Updates).

We may suspend access to, or functionality on, the Platform from time to time to implement such Updates.  We will use reasonable efforts to notify you of any Update that may interrupt the Platform. You must accept all Updates necessary for the proper function and security of the Platform if and when such Updates are released by us.

Whilst we reserve the right to undertake back-ups of the Platform, we are not obligated to do so and you are solely responsible for backing up Your Content.

In addition to any other warranties made by you in these agreed terms, each party represents and warrants to the other that, to the best of its knowledge, each of the following statements is true, accurate and not misleading as at the date of this agreement and will be true and accurate on each day during the Term: it has the corporate power to enter into and perform its obligations under this agreement and to carry out the transactions contemplated by this agreement; and there are no pre-existing rights or obligations which would prevent it from complying with its obligations under this agreement.

Notwithstanding any other provision of this agreement and to the extent permitted by law: the services and all content delivered to you through the Platform are (except as expressly stated by us) provided "as is" and "as available" for your use without warranties of any kind, either express or implied, including all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. You acknowledge that the public internet is an inherently insecure environment and that we have no control over the privacy of any communications or the security of any data outside of our internal systems; we are not liable, whether such liability is based on breach of contract, tort (including negligence), statue or otherwise, for any Consequential Loss or for any other Loss related in any way to your use of the Platform and/or content, including any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of any content posted, transmitted, or otherwise made available via the Platform; andour aggregate liability in connection with this agreement whether in contract, tort (including negligence), statute or otherwise will not exceed an amount equal to the Fees paid by you to us in the 12 months preceding any claim. You acknowledge that the use of the Platform is at your sole risk.  You are responsible for backing up your own system, including any content or materials acquired, developed, created, through the Platform.You acknowledge that we are not liable for any of the activities on the Platform by other experts or users with respect to the recording of user conversations not undertaken by us.  This clause relates to consumers (as defined in the Competition and Consumer Act 2010 (Cth)): These warranties are in addition to other rights and remedies that are available to you at law.

You indemnify and hold us, our directors, officers, employees, affiliates, agents, contractors, and licensors harmless with respect to any claims arising out of your breach of this agreement and your use or misuse of the Platform.

We own, or are the licensee of, all right, title and interest (including all Intellectual Property Rights) in the Platform, including source code, object code, translations, compilations, partial copies, derivative works, text, photos, graphic designs, images and video content (Our IP). This agreement does not transfer any Intellectual Property Rights from us to you or any third parties, including in or to Our IP.  If you infringe our Intellectual Property Rights or any other third party, including in or to Our IP, we have the right to deny access to or terminate your use of the Platform immediately.

You consent to us naming you as a client and reproducing your business name and logos for marketing and publicity purposes provided we: have obtained your prior written consent, which may not be unreasonably withheld; and comply with and reasonably marketing or branding guidelines you have provided to us.

You agree we may, for our own business purposes, use and incorporate any ideas, suggestions, concepts, know-how or techniques contained in information received from you that directly relates to your products or business, including any suggested changes or modifications to the Platform.

We may use third party products and services in supplying you with access to the Platform (including incorporating such products and services into the Platform) (Third Party Product).  You acknowledge that:  your use of, and access to, the Third Party Products may be subject to additional fees and separate terms issued by the Third Party Supplier, which will form a separate agreement between you and the relevant Third Party Supplier; we make no representations or warranties in relation to, and do not accept liability for, any Third Party Products; and we may suspend your use of, or access to, the Third Party Products at any time, including on request from the Third Party Supplier of such Third Party Products.

Each party must keep all Confidential Information confidential and use such information for the sole purpose of performing the obligations under this agreement.

Neither party may use or disclose the Confidential Information except: to that party’s employees or advisers on a need-to-know basis and that party must ensure that such persons understand and comply with the obligations imposed by this agreement; as required by law, subject to that party notifying the other party immediately if that party becomes aware that such disclosure may be required; or with the other party’s prior written consent.

You are responsible for all personal information (being information or an opinion about an identified or reasonably identifiable individual, whether or not the information or opinion is true and whether or not the information is recorded in a material form) or financial information (being financial reports, financial advice, CRM information, performance reports, audit results and other confidential information regarding a user’s business operations) about us or another user.  If you choose to collect personal information or other confidential information (including any financial information) this will be at your sole risk and you agree to comply with the Privacy Act 1988 (Cth) and all other applicable laws.  You acknowledge and agree: we may collect aggregated information about how you use the Platform; we may automatically store in log files, including IP addresses, browser type and language, Internet service provider (ISP), referring and exit websites and applications, operating system, date/time stamp, and clickstream data to analyse trends, to administer the Platform, to generally improve the Platform and for marketing; andyou must immediately notify us of any security breach involving the Platform. 

If a Force Majeure Event occurs, the affected party must notify the other party and the obligations of the party will be suspended to the extent that they are affected by the relevant Force Majeure Event until that Force Majeure Event has ceased.

A notice or other communication under this agreement is only effective if it is in writing and it is received in full and legible form at the addressee’s email address.  You must send any notices or other communication to us under this agreement to hello@expertli.com.   A notice will be deemed to be received the earlier of when the sender receives an automated message confirming delivery or within 24 hours after the message has been sent (as recorded on the device from which the sender sent the message), unless the sender receives an automated message that the email has not been delivered.

Nothing in this agreement will be taken as giving rise to a relationship of employment, agency, partnership or joint venture.  Except as otherwise provided in this agreement, the parties acknowledge and agree that neither party will have any authority to bind the other party or to enter into an agreement in the name of the other party.  We may sub-contract the performance of any part of our obligations and/or services to any third party.  This agreement contains the entire understanding between the parties concerning the subject matter of the agreement and supersedes all prior communications. The failure of either party to enforce any provisions under this agreement will not waive the right of such party thereafter to enforce any such provisions.  If any term or provision of this agreement is held by a court to be illegal, invalid or unenforceable under the applicable law, that term or provision will be severed from this agreement and the remaining terms and conditions will be unaffected. This agreement is governed by, and construed in accordance with, the laws of New South Wales, Australia.  The parties agree to submit to the non-exclusive jurisdiction of the courts of New South Wales.You must not assign, transfer or otherwise deal with this agreement or any right under this agreement without our prior written consent.  Any warranty, indemnity, or obligation of confidentiality in this agreement will survive termination.  Any other term which by its nature is intended to survive termination of this agreement survives termination of this agreement.

In this agreement unless the context otherwise requires:Application means all the software applications for use on the Platform (including all scripts, texts, graphics, data definitions, documentation, manuals and other data of the application and all revisions and updates to those things).Authorised User means the employees, agents and independent contractors of yours who are authorised by you to be supplied Authorised User Logins and access and use the Platform. Authorised User Login means the unique username and password issued or otherwise assigned by us to you for access to and use of the Platform.Beta Product has the meaning given to that term in clause 12.1.Cut-Off Date has the meaning given to that term in clause 4.2.Confidential Information means confidential, proprietary and commercially-sensitive information (irrespective of the form or the manner in which the information is disclosed, or the time of such disclosure) including information which: is identified as confidential or ought to have been known to be confidential; andrelates to the business affairs and practices, including financial information, business opportunities, business plans, business processes and methodologies,but does not include information which is in, or comes into, the public domain other than by a breach of this agreement, or which is independently known to the other party as evidenced by its written record.Consequential Loss means any Loss that does not arise naturally in the ordinary course of things from the event or circumstance giving rise to the Loss.Documentation means any user manual, support, guides and explanatory notes or memoranda provided in either electronic or physical form by us that may or may not be supplied with the Application as updated from time to time.Fees means the rates for your use and access to the Platform as we make available to you either through our website, a proposal or email.Force Majeure Event means any act, event or cause including earthquakes, cyclones, floods, fires, lightening, storms or other acts of God, strikes or industrial disputes, riots, terrorist acts, civil disturbances, breakages of machinery, or industrial conditions, or arising out of any other unexpected and exceptional cause, delays in transportation and dispositions or orders of governmental authority or a pandemic, which:directly or indirectly results in a party being prevented from or delayed in performing any of its obligations under this agreement; andis beyond the reasonable control of that party.GST has the meaning given to that term in A New Tax System (Goods and Services Tax) Act 1999 (Cth). Intellectual Property Rights means all present and future rights conferred by statute, common law or equity in or in relation to any copyright, trademarks, designs, patents, circuit layouts, plant varieties, business and domain names, confidential information, inventions and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields whether or not registered, registrable or patentable.Loss means any judgment, debt, damage, loss, cost, expense or liability howsoever arising and whether present or future, fixed or unascertained, actual or contingent whether at law, in equity, or otherwise.Our IP has the meaning given to that term in clause 17.1.Platform has the meaning given to that term in clause 1.2.Pre-Existing IP means any Intellectual Property Rights in any materials existing at the date of this agreement, including Intellectual Property Rights in software, hardware or Documentation and materials used in our or your business.Subscription means your subscription to access and use the Platform and obtain the Support in accordance with this agreement.Support means the support set out expertli.com/au/support.Start Date means the date you request a Subscription. Subscription Term has the meaning given to that term in clause 4.1.Taxable Supply has the meaning given to that term in A New Tax System (Goods and Services Tax) Act 1999 (Cth). Term has the meaning given to that term in clause 2.Third Party Product has the meaning given to that term in clause 18.1.Third Party Supplier means a supplier who supplies Third Party Products (other than us).Trial has the meaning given to that term in clause 3.1. Trial Term has the meaning given to that term in clause 3.1. Update has the meaning given to that term in clause 13.1.Your Content has the meaning given to that term in clause 8.1.In this agreement unless the context otherwise requires:clause and subclause headings are for reference purposes only;the singular includes the plural and vice versa; where a word or phrase is defined its other grammatical forms have a corresponding meaning;references to statutes include all statutes amending, consolidating or replacing such statutes;$ means the lawful currency of Australia;any reference to a party to this document includes its successors and permitted assigns; the use of the word "includes" or "including" is not to be taken as limiting the meaning of the words preceding it; anda reference to a clause or schedule is a reference to a clause of, or a schedule of this agreement.