Introduction
These Terms and Conditions (Terms) form a legally binding agreement between you (Customer, you, your) and Mastt Australia Pty Ltd (Mastt, we, us, our) governing your access to and use of the Products and Services provided through our Web Platform. By creating an account on our Web Platform, you agree to these Terms. If you do not accept these Terms, you must immediately cease using the Products and Services.
If you accept these Terms on behalf of an entity or organisation, you represent and warrant that you have the authority to bind that entity or organisation to these Terms, and references to ‘you’ include that entity or organisation.
By creating an account, clicking ‘I ACCEPT’ (or a similar wording), or using the Products and Services, you confirm that you have read, understood, and agree to be bound by these Terms
1. Contract structure
(a) These Terms constitute the entire agreement between Mastt and the Customer regarding the access and use of the Products and Services and apply immediately upon the Customer creating an account and agreeing to these Terms.
(b) Any new features, add-ons, or updates to the Products and Services (including those under clause 7) will be subject to these Terms. Mastt may modify or enhance the Products and Services at its discretion, and continued use constitutes acceptance of such modifications.
(c) Each party must comply with these Terms and any additional policies referenced herein, including the Subscription Plans and Pricing.
(d) In the event of any inconsistency between these Terms and other policies referenced (such as the Pricing Page), these Terms shall prevail unless explicitly stated otherwise.
2. Term
(a) By clicking the ‘I ACCEPT’ interactive function button displayed on the Web Platform or otherwise affirmatively accepting these Terms during the sign-up process, you agree to be bound by these Terms. Access to the Products and Services is granted upon acceptance, subject to any limitations of your selected Subscription Plan. If you subscribe to a paid plan, continued access to additional Products and Services is contingent upon successful payment of the Subscription Fees in accordance with clause 6.
(b) Unless cancelled by the Customer, all paid subscriptions will automatically renew on a rolling monthly basis. The Customer may cancel at any time via their account settings. If payment is not received, Mastt may suspend access to paid features until payment is made.
3. Grant to use Products and Services
(a) Mastt provides the Products and Services on an ‘as-is’ basis and makes no guarantees regarding future enhancements or additional features. The use of the Products and Services are not contingent on the delivery of any future functionality or feature or dependent on any oral or written public comments made by Mastt regarding future functionality or feature.
(b) Mastt grants the Customer a non-exclusive, limited, revocable, non-transferable licence to access and use the Products and Services through the Web Platform during the Subscription Period, subject to these Terms and the Customer’s applicable Subscription Plan as set out on the Pricing Page.
Customers on the Free Tier may access a single Project with limited features, as set out on the Pricing Page.
Customers on a Paid Tier may access additional Projects, features, and add-ons, in accordance with their selected Subscription Plan.
Mastt reserves the right to modify, enhance, or discontinue any part of the Products and Services, Subscription Plans, or add-ons at its discretion, with updates reflected on the Pricing Page
(c) Mastt will provide Customer with any Mastt Documentation reasonably required to use the Products and Services.
(d) Mastt reserves its right to discontinue Customer’s (and Authorised Users) access to the Products and Services without notice, if in Mastt’s opinion,
(i) Customer or the Authorised User’s behaviour is deemed inappropriate or is in breach of these Terms; or
(ii) Mastt determines that a continued association with Customer or any Authorised User would materially adversely affect Mastt’s reputation or fidelity to our mission.
4. Data Protection
Mastt will process Personal Information in accordance with applicable Privacy Laws and our Privacy Policy. By using the Products and Services, the Customer consents to such processing.
5. Use of Products and Services
(a) Customer must not, without Mastt's prior written approval:
(i) use the Products and Services for a purpose other than the Authorised Purpose and in accordance with these Terms;
(ii) copy or replicate, or directly or indirectly allow or cause a third party to copy or replicate, the whole or any part of the Products and Services;
(iii) vary, alter, modify, interfere with, reverse disassemble, decompile, or reverse engineer, or copy in any way Mastt’s Intellection Property Rights, (except where permitted under the Australian Copyright Act 1968 (Cth) or other applicable laws, and except for the temporary copy held in the cache of any Authorised User’s computer);
(iv) otherwise seek to obtain or derive the source code from any part of the Products and Services, or directly cause or permit any other person to do so;
(v) publicly disseminate information regarding the performance of the Products and Services; or
(vi) sub-licence, rent, sell, lease, distribute or otherwise transfer the Products and Services or any part of them except as permitted under these Terms.
(b) Customer is responsible for maintaining control over and access to its access credentials and ensuring compliance with these Terms by all of its Authorised Users
(c) Customer may designate various persons as authorised users of the relevant Products and Services, with limited rights to use the relevant Products and Services, provided such persons is at least 18 years old, is the Customer's Personnel, Customer's Client(s) (Authorised User).
(i) Customer may contact Mastt to assist Customer to create access accounts for Authorised Users including with limited rights to use the Products and Services.
(ii) Customer must keep accurate, up-to-date records of each Authorised User.
(iii) Customer acknowledges if it creates an account for an Authorised User:
(A) the Authorised User will be able to access the Products and Services including Customer Material and any Enriched Material and to collaborate with other Authorised Users.
(B) it is deemed to have granted to the Authorised User a non-exclusive, non-revocable, royalty free right to use, modify, adapt or create derivative works, or provide access to, share, store or download any part or all of Customer Material, and to access such Customer Material and any Enriched Material through the Product and Services.
(iv) For the avoidance of doubt, Customer is responsible for:
(A) compliance with these Terms and the applicable laws by all of its Authorised Users, including what Authorised Users do with Customer Material.
(B) for any activity that occurs under its Account, whether or not such activity is authorised by the Customer.
(C) removing Authorised Users’ access to the Products and Services when required, for example if such user is no longer a Customer’s Personnel or if the user’s role has changed which does not require the user to access the Products and Services.
(d) Customer must keep all access credentials confidential and must not share them with any person other than its Authorised Users. Customer must immediately notify Mastt immediately upon becoming aware of any unauthorised access or suspected security breach.
(e) Customer is responsible for all activities conducted through its access to the Products and Services, whether authorised or not.
(f) Customer must not use, and must ensure that use of, the Products and Services (including Customer Material) does not:
(i) involves anything which is false, defamatory, harassing or obscene;
(ii) involves unsolicited electronic messages;
(iii) would involve the contravention of any person's rights (including Intellectual Property Rights);
(iv) may contravene any Laws;
(v) could damage, disable or impair any part of the Products and Services;
(vi) may otherwise be regarded by Mastt, on reasonable grounds, to be unacceptable (Mastt may from time to time notify Customer of the circumstances which it regards as unacceptable);
(vii) involves any fraudulent activity; or
(viii) involves the sale or promotion of any illegal business activities or prohibited products or services.
(g) Customer must comply at all times with the terms of any Third Party Licences, if any, in which case Mastt will notify Customer about such terms.
6. Subscription Fees, payment and GST
6.1. Subscription Fees and payment
(a) Subscription Fees for Paid Tiers are payable in advance and are charged on a Recurring Billing basis through designated payment providers. By subscribing to a Paid Tier, the Customer authorises Mastt to process payments automatically in accordance with the pricing specified on the Pricing Page.
(b) Subscription Fees are determined by the selected Subscription Plan, including any optional add-ons, as outlined on the Pricing Page. Mastt reserves the right to adjust Subscription Fees, add-ons, and billing structures. Any changes will take effect at the next Renewal Period, with notice provided via the Web Platform or email.
(c) Customers may upgrade their Subscription Plan or purchase add-ons at any time via the Web Platform. Fees for upgrades and add-ons are charged immediately and pro-rated where applicable. Downgrades take effect at the end of the current Subscription Period unless otherwise specified on the Web Platform.
(d) Payments are non-refundable except where required by Law. Customers may cancel their Paid Tier at any time via their account settings, with access remaining until the end of the Subscription Period.
(e) If a payment attempt fails, Mastt may suspend access to the Paid Tier until payment is successfully processed. Customers remain responsible for all outstanding amounts
(f) Subscription Fees are exclusive of Taxes unless otherwise specified. Customers must pay any applicable Taxes in addition to the Subscription Fees. Mastt will issue proper tax invoices where required by Law
6.2. Taxes
(a) Unless otherwise stated, all amounts referred to in these Terms, including the Subscription Fees exclude any federal, state or local sales, use, value added, goods and services, or other similar transaction taxes (Taxes) payable in respect of the Products and Services in the jurisdiction where the payment is either made or received. To the extent that any such Taxes are payable by Mastt, you must pay to Mastt the amount of such Taxes in addition to any fees owed under these Terms.
(b) In providing an invoice, a party shall provide proper tax invoices if Taxes are applicable to the Subscription Fees.
6.3 Payment Method
Subscription Fees for Paid Tiers must be paid using an accepted payment method, as specified on the Web Platform. Payments are processed securely through Stripe or another designated third-party payment processor.
(b) By subscribing to a Paid Tier, the Customer:
(i) authorises Mastt (or its designated payment processor) to automatically charge the selected payment method on a Recurring Billing basis for the applicable Subscription Fees, Taxes, and any other agreed charges; and
(ii) represents and warrants that they are authorised to use the designated payment method.
(c) The Customer is responsible for ensuring that their payment method remains valid and up to date. If a payment method expires or fails, Mastt may suspend or terminate access to the Paid Tier until payment is successfully processed.
(d) The Customer may update their payment method at any time through their account settings on the Web Platform or by contacting Mastt Support. Any changes to the payment method will apply to the next billing cycle.
(e) Mastt is not responsible for any fees or charges imposed by the Customer’s payment provider, including currency conversion fees, overdraft fees, or transaction processing fees
7. Updates
(a) Mastt may, at its discretion, introduce Updates to the Products and Services, including enhancements, new features, or modifications to existing functionality. Continued use of the Products and Services constitutes acceptance of such Updates
(b) Updates may be applied automatically or require Customer action to enable new features. Updates will be provided under the same licensing terms as the existing Products and Services, subject to any additional requirements specified in the Pricing Page or Web Platform.
8. Intellectual Property Rights
8.1. Ownership
(a) Customer acknowledges and agrees that Mastt owns or licenses:
(i) all Intellectual Property Rights in the Products and Services; and
(ii) any Developed Intellectual Property,
and nothing in these Terms is intended to transfer ownership of or interest in any Intellectual Property Rights of Mastt or any third party.
(b) To the extent that Customer acquires ownership of any Intellectual Property Rights in the Developed Intellectual Property:
(i) Customer at its own cost assigns, and must procure that its Authorised User and Personnel assign, such Intellectual Property Rights to Mastt;
(ii) Customer must, at its own cost, upon request by Mastt, execute (and procure that its Personnel and Authorised User execute) any assignment or other document reasonably required to evidence or perfect Mastt's ownership of such Intellectual Property Rights; and
(iii) Customer must, at its own cost, provide all reasonable assistance requested by Mastt to protect, defend and assert Mastt's interests in such Intellectual Property Rights.
(c) In relation to any moral rights that may arise by operation of the Copyright Act 1968 (Cth) in respect of any Developed Intellectual Property Customer must procure that each Personnel and Authorised User irrevocably and unconditionally waives and agrees not to enforce any and all moral rights, including, without limitation any limitation on subsequent modification, to the extent permitted under applicable law.
(d) Customer must notify Mastt immediately if it becomes aware of any:
(i) unauthorised access to or use of the Products and Services;
(ii) other breach of any of Mastt's Intellectual Property Rights; or
(iii) any claim by any third party relating to Intellectual Property Rights in the Products and Services.
8.2. Feedback
(a) If you choose to submit any suggestions, ideas, information, comments, process descriptions or other information (Feedback) to Mastt, Mastt may use any such Feedback in connection with its business freely including copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on Intellectual Property Rights or otherwise.
(b) No Feedback will be considered your Confidential Information, and nothing in these Terms limits Mastt’s right to independently use, develop, evaluate, or market products or services, whether incorporating Feedback or otherwise.
8.3. Customer Material
(a) Customer agrees and acknowledges that it is solely responsible for any Customer Material.
(b) Customer must ensure that Customer Material, and its collection, use, processing, disclosure and dissemination via the Products and Services:
(i) will not infringe any Intellectual Property Rights of any person; and
(ii) complies with all applicable Laws (including Privacy Laws, where applicable).
(c) Notwithstanding any other clause in these Terms, Customer grants Mastt a royalty-free, worldwide, transferable, non-exclusive licence to access, use, modify, reproduce, reformat, and process Customer Material solely for the purpose of:
(i) providing Customer with the Products and Services;
(ii) internal training; and
(iii) testing, improving and developing new features for the Products and Services or entirely new products and/or services,
and grants Mastt a, royalty-free, worldwide, transferable, non-exclusive licence to do so.
9. Data Retention
(a) Mastt uses third-party cloud computing services created for building, testing, deploying, hosting and managing applications and services through managed data centres for the provision of its Products and Services.
(b) Customers using the Freemium Tier are granted access to store Customer Material and Enriched Material for a single project. The total storage capacity for Freemium Tier users is limited to the amount specified on the Pricing Page or Web Platform. If the Customer does not upgrade to a Paid Tier, access to additional projects and any excess data beyond this limit may be restricted.
(c) The Customer may download Enriched Material and Customer Material in a csv, xls, or PDF format (or any other format made available through the Products and Services from time to time) at any time during the Subscription Period and for 30 days following the termination or expiration of the Subscription Plan.
(d) Upon termination or downgrade to the Freemium Tier, Mastt reserves the right to restrict access to Customer Material and Enriched Material that exceeds the Freemium Tier storage capacity. Mastt may permanently delete such excess data after 30 days unless the Customer upgrades to a Paid Tier.
10. Confidentiality and publicity
10.1. Confidentiality
(a) Subject to clauses 10.1(b) and 10.1(c), each party must keep the other party’s Confidential Information secure and must not disclose or use it for any purpose.
(b) A party may only disclose Confidential Information of the other party:
(i) to persons which control, or are controlled by, the party within the meaning of the Corporations Act, and the employees, legal advisors or consultants of such persons, in each case under corresponding obligations of confidence as imposed by this clause and only where such persons, employees, legal advisors or consultants of such persons have a need to know such information in connection with these Terms;
(ii) in enforcing these Terms or in a proceeding arising out of or in connection with these Terms; or
(iii) to the extent required by Law or pursuant to a binding order of a government agency or court.
(c) Mastt may disclose Customer names to the extent necessary in connection with a capital raising, financing, or transfer or divestiture of all or a portion of its business, or otherwise in connection with a merger, consolidation, change in control, reorganisation or liquidation of all or part of Mastt's business, but will use reasonable efforts to minimise the scope of such disclosure.
10.2. Publicity
Unless otherwise instructed in writing, Mastt may disclose to third parties the fact that Customer has entered into these Terms with Mastt, including in any marketing or other material used by Mastt, and by giving such approval Customer grants to Mastt a royalty-free, non-exclusive licence to use and display Customer's logo on the Mastt website or in Mastt's marketing materials for such purpose.
11. Privacy and security
(a) Each party must comply with the Privacy Act (as though it were an entity bound by the Privacy Act and notwithstanding the small business exception in the Privacy Act) and any other applicable Privacy Laws, in respect of any Personal Information that:
(i) one party discloses to the other party; or
(ii) comes into the possession or control of a party by any means, including through use of the Products and Services.
(b) Customer must obtain all necessary Consents, and provide all necessary notices, relevant to its use of the Products and Services, including those in relation to collection, use, disclosure and storage of Personal Information of any individual whose Personal Information may be provided to Mastt, directly or indirectly, as contemplated by these Terms.
(c) Customer acknowledges and agrees that Mastt may provide all or part(s) of the Products and Services from any location worldwide.
12. Data breaches
12.1. Data Incidents
If a party (First Party) becomes aware of or suspects any loss of, or unauthorised access to, use or disclosure of, or breach of security in relation to, any data provided to the First Party by the other party in accordance with these Terms (Data Incident), the First Party must:
(a) immediately notify the other party in writing and provide the other party with all details of the act or breach;
(b) co-operate and comply with all reasonable directions of the other party in relation to such event; and
(c) promptly take all reasonable steps to rectify or remedy such breach where possible.
12.2. Notification to regulator
(a) If a Data Incident constitutes a Notifiable Data Breach under the Privacy Act, the parties must work together in good faith to determine whether a notification to affected individuals or regulatory authorities is required.
(b) Any notification by the Customer to a regulator or affected individuals must be in a form approved by Mastt before submission, unless otherwise required by Law.
13. Third Party Content
(a) Customer acknowledges that the Products and Services may incorporate Third Party Content including open source software and that Mastt does not control or warrant the accuracy, quality, or reliability of such content
(b) To the extent permitted by Law (including the Australian Consumer Law, if applicable), Mastt makes no representations or warranties regarding Third-Party Content and disclaims all liability for any errors, defects, or inaccuracies arising from or in connection with Third-Party Content
14. Operating Environment
(a) Customer is responsible for establishing, providing or procuring, maintaining and supporting any Third Party Licences and any operating environment, facilities, equipment and telecommunications and internet connections necessary to use and obtain the benefit of the Products and Services (Operating Environment).
(b) The Customer must ensure that the Operating Environment meets the minimum system requirements specified by Mastt from time to time. Mastt is not responsible for any failure of the Products and Services caused by incompatibility with the Customer’s Operating Environment
15. Force Majeure
(a) Subject to the requirement to give notice under this clause, if the performance by any party (Affected Party) of all or any of its obligations under these Terms is prevented or delayed (in whole or in part) due to any Force Majeure Event, these Terms will continue and remain in effect but the Affected Party will not be in breach of these Terms for that reason only, and the Affected Party will be granted a reasonable extension of time to complete performance of its affected obligations. This clause 15(a) shall not apply to o the Customer’s obligation to pay Subscription Fees under clause 6.
(b) The Affected Party must promptly after becoming aware of a Force Majeure Event, give written notice to the other party of the nature of the Force Majeure Event and the way and the extent to which its obligations are prevented or delayed and notify the other party of any material change in these matters and use its reasonable endeavours to limit the effects of the Force Majeure Event, and promptly carry out its obligations as soon as, and to the extent that, it is able to do so.
16. Suspension
(a) Mastt may, at its discretion, suspend or modify the Customer’s access to the Products and Services, in whole or in part, to the minimum extent necessary to:
(i) prevent or terminate unauthorised or unlawful use of the Products and Services;
(ii) address an emergency security issue, including any violation of these Terms or Mastt’s Privacy Policy that may compromise the security or functionality of the Products and Services; or
(iii) comply with applicable Laws.
(b) If Mastt suspends access under Clause 16(a), it will use reasonable efforts to notify the Customer of the suspension and the reason for it as soon as practicable.
(c) Mastt will not be liable to the Customer for any loss, deletion, or unavailability of Customer Material arising from a suspension under Clause 16(a).
17. Termination
(a) The Customer may terminate its Subscription Plan at any time by providing notice through the Web Platform or by contacting Mastt Support. Such termination will be effective at the end of the current Subscription Period.
(b) Either party may terminate these Terms with immediate effect by giving written notice to the other party at any time if:
(i) the other party experiences an Insolvency Event;
(ii) the other party breaches any material provision of these Terms which is incapable of being remedied, or where the breach is capable of being remedied, fails to remedy the breach within 30 days after receiving written notice from the terminating party requiring it to do so; or
(iii) without limiting clause 17(a)(ii), the other party fails to comply with the obligations set out in clause 9 (Confidentiality and Publicity) or clause 11 (Privacy and Security).
(c) Upon expiration or termination of these Terms for any reason, the Customer must immediately:
(i) cease using the Products and Services, and ensure that all of Authorised Users do the same;
(ii) return to Mastt (or, at Mastt's direction, delete) all copies of the Mastt Documentation and any of Mastt' Confidential Information in Customer's possession or control; and
(iii) if required, allow Mastt or Mastt' nominee to access Customer’s premises and systems to enable Mastt to de-install and remove relevant parts of the Products and Services (if applicable).
(c) Termination of these Terms shall not relieve the parties of any accrued liability (including outstanding Subscription Fees).
18. Warranties
Each party warrants that it:
(a) has the authority to enter into and perform its obligations under these Terms and that these Terms has been duly executed and is a legal, valid and binding Agreement;
(b) will comply at all times with applicable Laws; and
(c) will not do anything or make any statement that could be reasonably expected to harm the reputation of the other party, and, in the case of Customer, the Products and Services.
19. Disclaimer
(a) Customer acknowledges and agrees that, to the maximum extent permitted by Law (including the Australian Consumer Law if applicable), the Products and Services are made available "as is" and Mastt makes no representation, warranty or guarantee:
(i) that the Products and Services will operate in combination with any other hardware, software, platform, or Customer Material;
(ii) that the Products and Services will meet Customer's requirements or expectations;
(iii) that the Products and Services, and information extracted from them, will be accurate, free from defects, bugs, errors or omissions, or that any Customer Material input into the Products and Services will not be lost or corrupted; or
(iv) in relation to non-infringement, title, fitness for a particular purpose, functionality, availability or merchantability.
(b) Mastt uses reasonable endeavours to ensure that the Products and Services are free of viruses or other harmful components but cannot guarantee they will be free from unknown viruses and other harmful components.
(c) Mastt shall not be liable for delays, interruptions, service failures and other problems inherent in use of the internet and electronic communications or other platforms outside the reasonable control of Mastt.
20. Indemnities
Without limiting any other indemnities given by Customer under these Terms, Customer must defend, hold harmless and indemnify Mastt and its Related Bodies Corporate and Personnel (the Mastt Indemnified Parties) from and against any Loss suffered or incurred by the Mastt Indemnified Parties arising out of or in connection with:
(a) any breach by Customer of clauses 4 (Use of the Products and Services), 9 (Confidentiality and Publicity) or 11 (Privacy and Security);
(b) the performance, or failure to perform, of the Products and Services associated with any deficiency or inadequacy of Customer’s Operating Environment.
(c) any Customer Material (including Personal Information) used or disclosed by Customer (or any Authorised User), including any claim by any person that Customer Material infringes any Intellectual Property Right or other right (including privacy rights) of such person or any third party;
(d) the use of the Products and Services by Customer and its Authorised Users; or
(e) any fraud, wilful misconduct or negligence by Customer or its Authorised Users.
21. Limitation of Liability
(a) To the maximum extent permitted by Law, (including the Australian Consumer Law if applicable) and subject to clause 21(b),:
(i) in no event will Mastt’s total aggregate liability for any Loss, whether direct or indirect, exceed the total Subscription Fees paid by the Customer in the 12-month period immediately preceding the claim, except where required by Law.
(ii) Mastt's liability to Customer in respect of a breach of any applicable consumer guarantee under the Australian Consumer Law, is limited to the resupply of the services or the cost of resupplying the services.
(iii) under no circumstances will either party be liable for any Consequential Loss, except to the extent arising from a breach by Customer of its obligations under clauses 8, 9 and 11.
(b) Notwithstanding clause 21(a) and notwithstanding any other provision in these Terms, the limitation of liability referred to in clause 21(a) does not operate to limit or restrict Mastt’s liability to the extent that Mastt:
(i) is indemnified in respect of that liability by a policy of insurance required under these Terms; or
(ii) would have been indemnified in respect of that liability by a policy of insurance required under these Terms, if Mastt had:
(A) diligently pursued a claim under that policy of insurance;
(B) complied with the term and conditions of that policy or insurance; or
(C) complied with its insurance obligations under these Terms
(c) Clause 21(a) does not apply to, and shall not limit, any party's liability:
(i) for death or personal injury caused by that party or its Personnel; or
(ii) for fraud (including fraudulent misrepresentation).
22. Insurance
Mastt must, by the date of these Terms:
(a) obtain all insurances set out in Annexure A; and
(b) provide to your reasonable satisfaction evidence thereof; and
maintain such insurances for the period set out here during the Term of these Terms.
23. Assignment
(a) Customer must not assign or novate, directly and indirectly, any of its rights or obligations under these Terms without the prior written consent of Mastt (such consent not to be unreasonably withheld or delayed).
(b) Mastt may at any time assign, novate or otherwise dispose of or deal with its rights and obligations under these Terms by notice in writing to Customer and Customer gives Mastt prospective authority to a future assignment and/or novation to be effectuated by Mastt unilaterally.
24. Survival
Without limiting any other provision of these Terms, clauses 6 (Subscription Fees, payment and GST), 8 (Intellectual Property Rights), 9 (Confidentiality and publicity), 11 (Privacy and security) and any other clauses which should by their nature survive termination of these Terms, survive termination or expiry of these Terms for any reason.
25. Notices
Any notice, demand, consent or other communication (a Notice) given or made under these Terms:
(a) must be in writing and signed by the sender or a person duly authorised by the sender (or in the case of email, set out the full name and position or title of the sender or person duly authorised by the sender);
(b) must be addressed and delivered to the intended recipient by prepaid post (if posted to an address in another country, by registered airmail) or by hand or email to the address or email address specified in the Order Form or as last notified by the intended recipient to the sender;
(c) will be conclusively taken to be duly given or made when delivered, received or left at the above email address, fax number or address. If delivery or receipt occurs on a day that is not a business day in the place to which the Notice is sent or is later than 4pm (local time) at that place, it will be conclusively taken to have been duly given or made at the commencement of business on the next business day in that place.
26. General
(a) Each party agrees to do all things and execute all deeds, instruments, transfers or other documents as may be necessary or desirable to give full effect to the provisions of these Terms.
(b) These Terms contains the entire agreement between the parties with respect to its subject matter. Neither of the parties has relied on or is relying on any other representation in entering into these Terms.
(c) These Terms may be amended only by another written agreement executed by all the parties.
(d) Customer will be fully responsible to Mastt for any Loss suffered by Mastt or its Personnel arising from or in connection with the acts or omissions of its sub-contractors, contractors, assigns and all their employees, as if they were the acts and omissions of Customer.
(e) Mastt will be fully responsible to the Customer for any Loss suffered by the Customer or its Personnel arising from or in connection with the acts or omissions of its sub-contractors, contractors, assigns and all their employees, as if they were the acts and omissions of Mastt.
(f) No failure to exercise or delay in exercising any right, power or remedy under these Terms operates as a waiver. A single or partial exercise or waiver of the exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy. A waiver is not valid or binding on the party granting that waiver unless made in writing.
(g) The rights, powers and remedies provided to a party in these Terms are in addition to, and do not exclude or limit, any right, power or remedy provided by law or equity or any agreement.
(h) Any provision of these Terms which is prohibited or unenforceable in any jurisdiction is ineffective as to that jurisdiction to the extent of the prohibition or unenforceability. That does not invalidate the remaining provisions of these Terms nor affect the validity or enforceability of that provision in any other jurisdiction.
(i) Each party must bear its own costs arising out of the negotiation, preparation and execution of these Terms.
(j) These Terms and, to the extent permitted by Law, all related matters including non-contractual matters, is governed by:
(ii) These Terms are governed by and construed in accordance with the laws of New South Wales, without regard to its conflict of laws provisions. Any legal action or proceeding arising under these Terms must be brought exclusively in the federal or state courts located Sydney, NSW and the parties hereby consent to exclusive jurisdiction of such courts. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded in its entirety from application to these Terms..
28. Service Level
(a) Mastt provides the Products and Services in accordance with its Service Level Agreement (SLA), as updated from time to time and available here.
29. Definitions and interpretation
29.1. Definitions
The following definitions apply unless the context requires otherwise.
Active Project is a project the Customer requires access to.
Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth), as amended or replaced from time to time.
Authorised User means person who have been provided access to the Products and Services by the Customer as referenced under clause5(c).
Authorised Purpose means Customer's use of the Products and Services for its own internal business operations in accordance with its Subscription Plan.
Confidential Information means all information of a confidential or proprietary nature, in any form whether tangible or not, disclosed or communicated by a party to the other, or learnt or accessed by, or to which the other party is exposed as a result of entering into these Terms. Specifically, Mastt's Confidential Information includes the design, specification and content of the Products and Services, including its source code, Mastt's personnel information, operational and other policies, project documentation, proposals, or other development documentation including any specifications, or business strategies, and the terms of these Terms, including the Subscription Fees and information relating to Mastt' pricing. Confidential Information does not include information which is:
(a) already known to the other party;
(b) received by the other party from a third party not under a duty of confidence; or
(c) independently developed by the other party.
Consent means any licences, clearances, permissions, authorisations, waivers, approvals or consents.
Consequential Loss means any indirect or consequential loss (not being loss which arises naturally as a result of a breach of these Terms or other event the subject of the relevant claim), including loss of profits, loss of income or revenue, loss of data, loss of or damage to reputation, loss of or damage to goodwill, loss of business opportunities (including opportunities to enter into or complete arrangements with third parties), loss of management time, damage to credit rating, or loss of business.
Corporations Act means the Corporations Act 2001 (Cth), as amended or replaced from time to time.
Customer Clients means Client’s customers or clients.
Customer Material means any and all data or other material input, entered into or added or uploaded to the Products and Services, or otherwise provided or made available to Mastt, by an Authorised User, or on behalf of, or at the request of, the Customer.
Developed Intellectual Property means any Intellectual Property Rights arising from any work done by or for Mastt on behalf of Customer in connection with the Products and Services, including the development of any portals used by Customer to access the Products and Services and any feedback (including suggestions, ideas, information, comments, process descriptions or other information) provided by Customer to Mastt.
Enhancements means changes or improvements to the functions or performance of the existing Products and Services.
Enriched Material means any outputs of the Products and Services as well as any material including Customer Material which has been modified and/or enriched with additional information by Authorised Users.
Force Majeure Event affecting a party means a circumstance beyond the reasonable control of that party causing that party to be unable to observe or perform on time an obligation under these Terms, including acts of God, lightning strikes, earthquakes, floods, storms, explosions, fires and any natural disaster, acts of public enemies, terrorism, riots, civil commotion, malicious damage, sabotage, revolution and acts of war and war, general strikes (other than of its own staff), embargo, or power, water and other utility shortage.
Free Tier means the limited-access version of the Products and Services available at no cost to the Customer, subject to the restrictions set out on the Pricing Page.
Insolvency Event occurs in respect of a person where:
(a) a party ceases, suspends or threatens to cease or suspend the conduct of all or a substantial part of its business or disposes of or threatens to dispose of a substantial part of its assets;
(b) a party becomes unable to pay its debts when they fall due, or stops or suspends or threatens to stop or suspend payment of all or a class of its debts;
(c) a party becomes or is (including under legislation) deemed or presumed to be insolvent;
(d) a party has a receiver, manager, administrator, administrative receiver or similar officer appointed in respect of it or the whole or any part of its assets or business;
(e) any composition or arrangement is made with any one or more classes of its creditors;
(f) except for the purpose of solvent amalgamation or reconstruction, an order, application or resolution is made, proposed or passed for its winding up, dissolution, administration or liquidation;
(g) a party enters into liquidation whether compulsorily or voluntarily; or
(h) any analogous or comparable event takes place in any jurisdiction.
Intellectual Property Rights means all industrial and intellectual property rights of any kind including but not limited to copyrights (including rights in computer software), trademarks, service marks, designs, patents, trade secrets, semi-conductor or circuit layout rights, trade, business, domain or company names, rights in Confidential Information, know how and other proprietary rights (whether or not any of these are registered and including any application, or right to apply, for registration) and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of these, which may subsist anywhere in the world, but excludes moral rights, and similar personal rights, which by law are non-assignable.
Law means all applicable laws including rules of common law, principles of equity, statutes, regulations, proclamations, ordinances, by laws, rules, regulatory principles, requirements and determinations, mandatory codes of conduct and standards, writs, orders, injunctions and judgments.
Loss means any claim, loss, damage, liability, cost, charge or expense (including legal expenses on a full indemnity basis), however arising, and whether present or future, fixed or unascertained, actual or contingent.
Mastt Documentation means user instructions and all other related materials supplied to Customer in any format by Mastt for aiding the use and application of the Products and Services, and will include all revised documentation supplied as part of an Update.
Mastt Websites means www.mastt.com, and any and all associated sites linked to www.mastt.com (as amended from time to time).
Notifiable Data Breach has the meaning given to that term in the Privacy Act.
Operating Environment has the meaning given to that term set out in clause 14.
Paid Tier means any Subscription Plan that requires payment, granting the Customer access to additional Projects, features, or functionality as set out on the Pricing Page.
Pricing Page means the webpage published by Mastt that details the fees, add-ons, and features available under different Subscription Plans, as updated from time to time.
Personal Information has the meaning given to it under the Privacy Act and includes any information relating to an identifiable individual, including but not limited to name, email address, contact details, and payment information provided by the Customer in connection with the use of the Products and Services.
Personnel means, in respect of a person, any officer, employee, contractor, servant, agent, or other person under the person's direct or indirect control and includes any subcontractors.
Privacy Act means the Privacy Act 1988 (Cth), as amended or replaced from time to time.
Privacy Law means all legislation, principles, industry codes and policies, as amended or replaced from time to time, which relate to the collection, use, disclosure, storage or granting of access rights to Personal Information, and includes the Privacy Act and the Spam Act 2003 (Cth).
Products and Services means Mastt’s products with respect its software solution in the area of project, program and portfolio reporting and governance solution for capital works construction (as further described now and in the future on the Mastt Website) and the services provided under these Terms, including and any associated Mastt Documentation or Updates (as applicable).
Project Spend means all costs associated with project, including contractors, consultants, risks & contingencies.
Project Value means the project's budget or total cost at completion, including all costs associated with contractors, consultants, risks & contingencies.
Recurring Billing means the automatic monthly payment processing system facilitated by Stripe or any other payment provider designated by Mastt.
Related Body Corporate has the meaning given to that term in section 9 of the Corporations Act.
Special Development Request or SDR means a request for a specific Enhancement requested by the Customer.
Subscription Fees means the fees payable by the Customer for access to the Products and Services, as specified on the Pricing Page and charged in accordance with the selected Subscription Plan.
Subscription Plan means the tiered access model offered by Mastt, including the Free Tier and Paid Tiers, as described on the Pricing Page.
Term means the period starting pursuant to clause 2(a) and continuing for the duration specified in the selected Subscription Plan.
Third Party Content means any information, data or other content that Mastt sources and/or supplies from any third party for use in connection with the Products and Services.
Third Party Licence means any licence, registration or other authorisation that is required by Customer to enable Customer to properly access and use the Products and Services, including any licence, registration or other authorisation as notified by Mastt to Customer.
Update means any update, upgrade or modification to the Products and Services from time to time, but does not include new versions of the Products and Services, and accompanying revisions to the Mastt Documentation, as determined in the absolute discretion of Mastt.
Web Platform means the online portal or interface through which Customers access and manage their Subscription Plan and Products and Services.
29.2. Interpretation
Headings are for convenience only and do not affect interpretation. The following rules apply unless the context requires otherwise.
(a) the singular includes the plural and conversely;
(b) where a word or phrase is defined, its other grammatical forms have a corresponding meaning;
(c) a reference to a person includes any body corporate, unincorporated body or other entity and conversely;
(d) a reference to a clause is to a clause of these Terms and Conditions;
(e) a reference to any party to these Terms or any other agreement or document includes the party’s successors and permitted assigns;
(f) a reference to any agreement or document (including a reference to these Terms) is to that agreement or document as amended, notated, supplemented, varied or replaced from time to time, where applicable, in accordance with these Terms or that other agreement or document;
(g) a reference to any legislation or to any provision of any legislation includes any modification or re-enactment of it, any legislative provision substituted for it and all regulations and statutory instruments issued under it;
(h) a reference to conduct includes any omissions, statement or undertaking, whether or not in writing;
(i) a reference to includes, means includes without limitation; and
(k) all references to $ are to Australian dollars, unless otherwise specified.
