1. ACCEPTANCE
    1. This Agreement forms a binding legal agreement between you and Tech Mates. By accessing, installing and/or using the Services, you acknowledge and agree to comply with and be legally bound by the terms of this Agreement. Please read this Agreement carefully. If you have any questions, you should contact Tech Mates using the contact details at the end of this Agreement. If you do not agree to this Agreement, you must not access, install or use the Services.

    2. If you are agreeing to this Agreement on behalf of an entity, including but not limited to a company or other organisation, you represent and warrant that you have the power and authority to enter into agreements and bind such entity and act on behalf of any person who uses the Services (each a User, collectively referred to as Users).

    3. You agree the Services will only be used by Users who are your employees, contractors or authorised agents acting in the ordinary course of business and directly working for or managed by you. You must ensure that each User using or accessing the Services does so in accordance with the terms of this Agreement.

    4. Tech Mates reserves the right to make changes to this Agreement at any time, effective upon the posting of the modified Agreement. Tech Mates endeavours to provide you with at least 14 days' notice via email prior to those changes become effective. It is your responsibility to ensure that you (and each User where applicable) have read, understood and agreed to the most recent Agreement available on the Site. If you do not agree to these changes, you may terminate these Terms and you must cease and ensure each User ceases to access or use the Services.

    5. The supply of Services relies on products and services supplied by third parties (Third Party) including but not limited to third party infrastructure as a service provider. Where any other Third Party terms apply, Tech Mates will use reasonable endeavours to notify you of such terms via the Services.

    6. This Agreement supplements and incorporates Tech Mates policies as set out on the Tech Mates website available at www.teamcoapp.com.au (Site).

    7. Using the Site or Services may be prohibited or restricted in certain countries. You are responsible for complying with the laws and regulations of the country from which you access or use the Services.

  2. SOFTWARE AND SERVICES
    1. Subject to payment of the applicable fees and charges, Tech Mates grants to you and each User a non-exclusive, non-transferable, non-sublicenseable and revocable licence to access and use the Software and content provided via the Services in accordance with the intended purpose of the Software.

    2. Depending on the Software you purchase, Users may: access and use the Services via their web- browser; or download and install the Software on any computer, mobile, tablet or other device (Device). Tech Mates recommends each User access the Services using the recommended browsers or Device as notified to you.

    3. To access and permit Users to access the Services, you must:

      1. submit an order to Tech Mates (Order) and identify details including name, contact details and other related information as reasonably required ( Information) to enable Tech Mates to supply you with access to the Software; and

      2. subscribe to the Services (Subscription) for a period of time as set out on the Order Form (Subscription Period) and make payment as specified by Tech Mates.

      3. The fees payable for the Services (Fees) will vary subject to your purchased Software, Subscription and/or the functionalities and Services you request as identified on the Order.

    4. Upon receipt of the completed Order and applicable Fees, you will obtain an account (Account) for you or your organisation (as applicable). You are responsible for determining:

      1. what Services you require; and

      2. if you are an organisation with an Account to manage multiple users:
          (i) who will be a User of the Services;
          (ii) each User’s access level; and
          (iii) whether to revoke a User’s access to the Services at any time for any reason via your Account.

  3. DATA
    1. Tech Mates will use commercially reasonable efforts to protect information you submit via the Services, including but not limited to User Information or information otherwise collected by Tech Mates (collectively referred to as Data). Tech Mates may use, and you permit Tech Mates to use this Data as required to provide the Services or technology to you. The storage, use, access or collection of any Data containing personal information will be in accordance with Tech Mates’s Privacy Policy.

    2. You grant Tech Mates a non-exclusive, worldwide licence to any Intellectual Property rights subsisting in your Data in order to use, copy, transmit, reference, disclose or back-up your Data or otherwise for purposes including:

      1. to enable you and each User to access and use the Services;

      2. for Tech Mates’s administrative, support and training purposes; and

      3. in accordance with this Agreement or as otherwise required for Tech Mates to provide the Services.

    3. You represent and warrant that:

      1. any and all Data you submit (or a User submits) via the Services are your sole and exclusive property; or

      2. you have secured any and all authorisation and rights to use the Data as applicable under the relevant laws.

    4. Title to and all Intellectual Property rights in any Data you input into the Services remains your property. However, if you have elected for Tech Mates to host your Data, your access to such Data and continued use of the Services is contingent on payment of your Fees for your Subscription.

    5. You acknowledge and agree that:

      1. Tech Mates is not responsible for any corruption or loss of any Data if such corruption or loss is due to an act or omission by you, your employee(s), contractor(s), agent(s), any User or other third party; and

      2. you are responsible for complying with all laws and regulations regarding the use and disclosure of Data including but not limited to the Privacy Act 1988 (Cth), the Spam Act 2003 (Cth) and any other requirements under Australian law.

    6. The Services may contain automatic communications features which relay certain non-personally identifiable information to Tech Mates in connection with the operation of the Services. This information may include your Device or browser setting and which version of the product you are using. Tech Mates may use this information for research purposes including statistical analysis of aggregate customer behaviour.

    7. You and each User acknowledge that, as the Services interoperate with other Third Party products whether integrated by Tech Mates or otherwise permitted by you, Tech Mates may allow the relevant Third Party to access any inputted Data as required for the interoperation of such products with the Software. Tech Mates is not responsible for any disclosure, modification or deletion of Data resulting from any such access by third-party application providers.

    8. Tech Mates does not guarantee the security of any Data you store on your Device(s) or server(s) or the Device(s) or server(s) of any User, contractor, service provider or other third party you engage.

    9. It is your responsibility to maintain copies of all Data which are inputted into the Software. Tech Mates will endeavour to prevent Data loss, however, if your purchased Software is a cloud-based Software, such services are provided through Third Parties and Tech Mates does not make any guarantees that there will be no loss of Data and does not represent or warrant that access to the Services, the Data or an Account will be available without interruption.

  4. PAYMENT
    1. You agree to pay the applicable Fees in advance directly to Tech Mates as required to enable you and your Users to access and use the Software.

    2. Tech Mates’s pricing structure or payment methods may be amended from time to time at its sole discretion.

  5. CANCELLATION AND TERMINATION
    1. You may terminate your Account and/or your access to the Services at any time by not paying the applicable Fees.

    2. It is your responsibility to retrieve all necessary Data from your Account prior to termination.

    3. Tech Mates may suspend your access to the Software and/or terminate this Agreement immediately, in its sole discretion, if:

      1. you breach any of the terms of this Agreement;

      2. you store an excessive amount of Data as determined by Tech Mates or create an excessive load on any Tech Mates server;

      3. you do not make payment prior to the applicable payment due date;

      4. Tech Mates suspects that you are attempting to reverse engineer the Software;

      5. Tech Mates considers that a request for Services is inappropriate, improper or unlawful; or

      6. as a result of an event outside Tech Mates’s control, Tech Mates is unable to supply the Services in accordance with this Agreement.

    4. On termination of this Agreement, Tech Mates may retain your documents (including copies) as required by law or regulatory requirements. Your acceptance of this Agreement constitutes your authority for Tech Mates to retain or destroy documents in accordance with the statutory periods, or on termination of this Agreement.

  6. YOUR OBLIGATONS
    1. You warrant that all information including User Information provided to Tech Mates is true, accurate and complete.

    2. You acknowledge and agree that you are responsible for how Users use the Services and that:

      1. you use and each User uses the Services at its own risk;

      2. the Services will only be used for your or the User’s own lawful personal or business purposes in accordance with this Agreement;

      3. all usernames and passwords required to access the Services are kept secure and confidential;

      4. if there is any unauthorised use of your passwords or any other breach of security, you will immediately notify Tech Mates of such activity;

      5. it is your responsibility to determine that the Services meet your and each User’s needs and are suitable for the purposes for which the Services are used;

      6. you are responsible for obtaining any consents, licences, permits and permissions from other parties as required for the Services to be provided, at your cost, and for providing Tech Mates with the necessary consents, licences and permissions; and

      7. the reliability and availability of the Services is dependent upon factors including but not limited to: your or each User’s device and operating system; internet connection and choice of web- browser and you should consider the potential for disruption or other difficulties that may affect your use of the Services.

    3. You acknowledge and agree that each User:

      1. is authorised to use the Services and to access any Data, User Information or other information they input into the Software or provide to Tech Mates as required for the Services; and

      2. will keep all usernames and passwords required to access the Services secure and confidential.

    4. You may use the Software on behalf of others or in order to provide services to others but if you do so you must ensure that you are authorised to do so and that all persons for whom or to whom services are provided comply with and accept all terms of this Agreement that apply to you.

    5. Other than as set out in this Agreement, Tech Mates is not responsible to any person or entity other than you and nothing in this Agreement confers, or purports to confer, a benefit on any other person or entity. You agree that:

      1. If you use the Services on behalf of or for the benefit of any third party:
          (i) you are responsible for ensuring that you have the right to do so;
          (ii) Tech Mates does not warrant the fitness for purpose or suitability of the Software for such third party’s purposes and third parties may not rely on Tech Mates for any purpose;

      2. you are responsible for authorising any person who is given access to your Data, and you agree that Tech Mates has no obligation to provide any person or entity with access to such Data without authorisation from you and may refer any requests for access to the Data to you to address; and

      3. you will indemnify Tech Mates, on first demand, against any and all claims, expenses, liabilities or losses arising out of or in connection with Tech Mates’s refusal to provide any persons with access to your Data in accordance with this Agreement and Tech Mates making Data available to any person with authorisation from you.

    6. You remain solely responsible for complying with all applicable laws. It is your responsibility to ensure that the storage of and access to your Data via the Software comply with laws which are applicable to you, including any laws requiring you to retain records of your Data.

    7. You and each User must have its own safeguards and back up processes in place to recover from any failures or loss of Data which might occur whilst using the Services and protect the confidentiality of your and Users’ Data with suitable management procedures, as you may see fit.

  7. PROHIBITED USE
    1. You acknowledge and agree that you and each User will not:

      1. use the Services in any manner that is illegal or violates any applicable law or regulation;

      2. attempt to circumvent or disable the Software or any technology features or measures in the Software by any means or in any manner;

      3. attempt to modify, copy, adapt or reproduce the Software except as necessary to use it for normal operation;

      4. attempt to decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code for the Software;

      5. distribute, encumber, sell, rent, lease, sub-license, or otherwise transfer, publish or disclose the Software to any third party (except as permitted under this Agreement);

      6. remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in or on the Software or used in connection with the Services;

      7. use the Site or Services in any manner to aid in the violation of any third party Intellectual Property, including but not limited to another’s copyrights, trade secrets and patents;

      8. take any action that interferes in any manner with Tech Mates’s rights with respect to the Site or Services;

      9. attempt to undermine the security or integrity of Tech Mates’s computing systems or where the Software, Site or any and all part of the Services is hosted by a third party, that third party’s computing systems and networks;

      10. use, or misuse, the Site or Services in any way which may impair the functionality of the Site or Services or other systems used to deliver the Software or impair the ability of any other user to use the Site or Services;

      11. attempt to gain unauthorised access to any materials, other than those to which you have been given express permission to access, or to the computer system on which the Software is executed or Services provided; and

      12. transmit or input into the Site or Software any files that may damage any other person's Devices or software, content that may be offensive or material or Data in violation of any law (including any content protected by copyright or trade secrets which you do not have the right to use).

    2. Title, ownership rights and Intellectual Property rights in and to any content displayed on the Site or Services, or accessed through the Site or Services, are the property of the applicable content owner and may be protected by applicable copyright or other law. This Agreement gives you no rights to such content.

    3. You acknowledge that any breaches of this clause may lead to termination of this Agreement.

  8. INTELLECTUAL PROPERTY
    1. If you hold a current Subscription, Tech Mates grants you a personal, non-exclusive, non- transferable, limited and revocable licence to use any reports or related materials containing your Data generated from the Services for your personal or non-commercial purpose. All other uses are prohibited unless you obtain Tech Mates’s prior written consent.

    2. Title to, and all Intellectual Property rights in the Site or Services and any documentation relating to the Services remain the property of Tech Mates and its successors and permitted assigns. Your right to use such Intellectual Property is subject to the terms of this Agreement.

    3. You grant Tech Mates a non-exclusive, worldwide, royalty-free, irrevocable license to use any Intellectual Property which subsists in any materials you provide in connection with a User’s Account or otherwise make available via the Site or Services, including intellectual property rights, including copyright in any third party logos or other materials.

  9. AVAILABILITY OF SERVICES
    1. If your Tech Mates Software is a cloud-based product, whilst Tech Mates intends that access to the Software should be available on a full-time basis, it is possible that the Software is unavailable to due to maintenance or other development activity. Where possible, Tech Mates will provide notice to you and Users of any maintenance or development activity in advance via email. [To confirm. Do you promise any uptime percentage and offer a fee rebate if you do not achieve such uptime levels?]

  10. UPDATES AND AVAILABILITY OF SERVICES
    1. Tech Mates may issue updates to the Services (Updates) from time to time for the duration of this Agreement. Unless otherwise agreed between the Parties, Tech Mates has no obligation to provide you with any support for the Software or any Updates.

    2. If the Software is installed on your Device or server, you must access the Site to download any available Updates. By installing the Software, you agree to automatically request and receive Updates from Tech Mates or third-party servers. You consent to such automatic updating, and agree that the terms and conditions of this Agreement will apply to all such Updates.

  11. LIMITATION OF LIABILITY AND DISCLAIMERS
    1. Certain legislation including the Australian Consumer Law (ACL) in Schedule 2 of the Competition and Consumer Act 2010 (Cth) or similar consumer protection laws and regulations may confer you with rights, warranties, guarantees and remedies relating to the provision of Services by Tech Mates to you which cannot be excluded, restricted or modified (Statutory Rights). If applicable, this Agreement must be read subject to such legislation and nothing in this Agreement removes the applicable Statutory Rights.

    2. Tech Mates's liability for the Services provided to consumers is solely governed by the ACL to the extent applicable and this Agreement. To the extent Statutory Rights apply and notwithstanding any provision of this Agreement, Tech Mates limits its liability pursuant to such provisions: for any goods, to the replacement, repair or refund of the cost of goods; or for any services, to the re-supply or the payment of the cost of having the services supplied again.

    3. To the fullest extent permitted by applicable law, the Services and all material or work are provided to you without warranties of any kind, either express or implied, and Tech Mates disclaim all warranties, without limitation: any implied warranties of merchantability; fitness for a particular purpose; that the Services will not infringe third party intellectual property rights; the Services will be delivered without interruption; or that the Services will be free of viruses, bugs or other harmful components or defects or that such defects will be corrected from the Services.

    4. You acknowledge that whilst Tech Mates will take reasonable steps to ensure that the Services will be fit for the advertised purposes, Tech Mates gives no guarantees that:

      1. the Services will meet your requirements as the functionality of the Software is dependent upon factors including but not limited to configuration with the end user‘s system and availability of Third Party products or services;

      2. the Site or Services will work in each of your desired use case scenarios; or

      3. the Site or Services can be executed on every operating system, as it is impossible to test each variant.

    5. The Services use third party hosting services which are provided without any sort of warranties, and Tech Mates cannot ensure that these third party hosting services are provided free of defect or without interruption.

    6. Tech Mates does not warrant that use of the Site or Services will be uninterrupted or error free. The operation of the Site or Services is dependent on public telephone services, computer networks and the internet, which can be unpredictable and may from time to time interfere with the use of the Services. Tech Mates accepts no responsibility for any such interference or prevention of your or a User’s use of the Services.

    7. You acknowledge and agree that while the information and materials provided on or via the Site or Services or otherwise provided to you by Tech Mates is provided in good faith on an "as is" basis, Tech Mates and its directors, officers, employees, contractors and agents accept no responsibility for and make no representations or warranties to you or to any other person as to the reliability, accuracy, currency or completeness of the information in such materials or information generally contained or produced via the Site or Services. You are solely responsible for (and where applicable you must ensure each User understands they are responsible for) determining the suitability of any Services and you rely on and information provided to you through the Site or Services at your own risk.

    8. Tech Mates makes no representations regarding, and accepts no responsibility for, the suitability, accuracy or legality of any forms or results produced by the Services. Further, Tech Mates assumes no obligation to notify you of any changes in the suitability, accuracy or legality of the forms or results produced by the Services including but not limited to the accuracy of financial projections and modelling.

    9. All risk arising out of the use or performance of the Services remains with you. You understand and agree that the use of the Services, material or data downloaded or otherwise obtained through the use of the Services, is at your own discretion and risk and that you will be solely responsible for any infections, contaminations or damage to your computer, system or network. Tech Mates is not responsible or liable for delays, inaccuracies, errors or omissions arising out of your use of the Services, any third party software or operating system.

    10. You acknowledge that Tech Mates may pursue any available equitable or other remedy against you as a result of your failure to ensure that each and every User complies with all provisions of this Agreement.

    11. In no event will Tech Mates or its licensors be liable for any consequential, incidental, indirect, special, punitive or other damages whatsoever arising out of this Agreement or the interruption to, use of or inability to use the Services, even if Tech Mates has been advised of the possibility of such damages.

    12. Tech Mates or its licensors’ liability for breach of any of its obligations under this Agreement for the Services, or breach of any warranty implied by law, will be limited, to the extent permitted by law, to the total Fees paid to access and use the services in the 12 months preceding the date which liability arose. The foregoing limitations, exclusions and disclaimers will apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.

  12. INDEMNITY
    1. You will be liable for and agree to indemnify, defend and hold Tech Mates harmless from and against any and all claims, liabilities, suits, actions and expenses, including costs of litigation and reasonable legal costs, resulting directly or indirectly from:

      1. any information that is not accurate, up to date or complete or is misleading or a misrepresentation;

      2. any breach of this Agreement by you or a User;

      3. any misuse of the Services, from or by you, your employees, contractors or agents or a User;

      4. any breach of law, regulation or licence by you or a User; and

      5. any claim brought by a third party including any User against a Party arising out of or in connection with: your or a User’s use of the Site or Services; or your Data.

    2. You agree to co-operate with Tech Mates (at your own expense) in the handling of disputes, complaints, investigations or litigation that arise as a result of your use of the Site or Services including but not limited to disputes, complaints, investigations or litigation that arises out of or relates to incorrect information you have given to Tech Mates.

    3. The obligations under this clause will survive termination of this Agreement.

  13. NOTICE
    1. Any notice required or permitted to be given to you under this Agreement will be addressed to you at the email address provided by you on the Order.

    2. Any notice required or permitted to be given to Tech Mates under this Agreement must be addressed to Tech Mates using the contact details at the end of this Agreement.

  14. RELATIONSHIP OF PARTIES
    1. Neither Party is authorised to bind the other Party in any way without the prior written consent of the other Party.

    2. The Parties acknowledge and agree that they will not seek to bind the other Party other than with the prior written consent of the other Party.

  15. RIGHTS OF THIRD PARTIES
    1. Any person or entity who is not a party to this Agreement has no right to benefit under or to enforce any of the terms of this Agreement.

  16. ASSIGNMENT
    1. This Agreement is personal to you. You must not assign or deal with the whole or any part of your rights and/or obligations under this Agreement without the prior written consent of Tech Mates.

    2. Any purported dealing in breach of this clause is of no effect.

  17. WAIVER OR VARIATION OF RIGHTS
    1. Any failure or delay by a Party in exercising a power or right (either wholly or partially) in relation to this Agreement does not operate as a waiver or prevent that Party from exercising that power or right or any other power or right.

    2. A Party is not liable to any other Party for any loss, cost or expense that may have been caused or contributed to by the failure, delay, waiver or exercise of a power or right.

  18. POWERS, RIGHTS AND REMEDIES
    1. Except as expressly stated to the contrary in this Agreement, the powers, rights and/or remedies of a Party under this Agreement are cumulative and are in addition to any other powers, rights and remedies of that Party. Nothing in this Agreement merges, extinguishes, postpones, lessens or otherwise prejudicially affects any power, right, or remedy that a Party may have at any time against the other Party to this Agreement or any other person.

  19. FORCE MAJEURE
    1. If performance of this Agreement or any obligation under this Agreement is prevented, restricted, or interfered with by causes beyond either Party’s reasonable control (Force Majeure), and if the Party unable to carry out its obligations gives the other Party prompt written notice of such event, then the obligations of the Party invoking this provision shall be suspended to the extent necessary by such event.  The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, national emergencies, insurrections, riots, wars, strikes, lock-outs and work stoppages. The excused Party shall use reasonable efforts under the circumstances to avoid or remove such causes of non- performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased.  An act or omission shall be deemed within the reasonable control of a Party if committed, omitted, or caused by such Party or its employees, officers, agents or affiliates.

  20. CONSENTS AND APPROVALS
    1. Where this Agreement provides that a Party may conditionally or unconditionally give or withhold any consent or approval in relation to any matter in this Agreement, that Party may in its absolute discretion, and without being obliged to give reasons for doing so, withhold any consent or approval or give consent or approval conditionally or unconditionally.

  21. FURTHER ASSURANCE
    1. Each Party must from time to time and in a timely manner do all things reasonably required of it by another Party to give effect to this Agreement.

  22. ENFORCEABILITY
    1. If any provision of this Agreement is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of this Agreement and the remainder of the provision in question will not be affected.

  23. ENTIRE AGREEMENT AND UNDERSTANDING
    1. The date of this Agreement is the date that this Agreement is accepted by you.

    2. In respect of the subject matter of this Agreement:

      1. this Agreement contains the entire understanding between the Parties; and

      2. all previous oral and written communications, representations, warranties or commitments are superseded by this Agreement and do not affect the interpretation or meaning of this Agreement.

  24. GOVERNING LAW AND JURISDICTION
    1. This Agreement is governed by the laws of New South Wales and the Commonwealth of Australia. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in Victoria.

  25. DEFINITIONS
    1. Property includes any and all intellectual and industrial property rights throughout the world, whether subsisting now or in the future and includes all copyright and analogous rights, all rights in relation to inventions (including patent rights), registered and unregistered trademarks, designs (whether or not registered or registrable), circuit layouts, trade names, trade secrets, business names, company names or internet domain names.