Terms of Service
These Terms of Service describe Your rights and responsibilities (as Our “Customer” or “You”) when using Our online platform, “Humii” (“Services”). In these Terms of Services humii, ABN 32 649 786 078 is referred to as “We”, “Our” or “Us”).
A subscription allows you to access Our Services. By logging in and/or subscribing to Our Services (whether for the Customer’s own use and/or for the use of persons invited by You through Your subscription), You and any entity or firm You are authorised to represent, as well as any other person You invite to use the Services as part of Your subscription, agrees to the following terms and conditions which, together with the terms and conditions on Our website (at https://www.humii.co/) and any other documents incorporated by reference into these Terms of Service, constitute a binding legal contract between You and Us.
In these Terms of Service unless the context otherwise requires:
headings are for convenience only, have no legal effect and will not affect its construction
words in the singular will include the plural and vice versa
words importing a gender include every gender and references to persons include corporations, partnerships and other incorporated associations or bodies of persons
the schedule to these Terms of Service will form part of these Terms of Service as if set out in the main body of these Terms of Service. In the event of any conflict between the provisions of the main body of these Terms of Service and the provisions of the schedule, the former will prevail
references to a clause or a schedule are to a clause of or a schedule to these Terms of Service and
references to “include” or “including” are to be construed without limitation.
Your Subscription Fees will be calculated, due and payable in accordance with Our Pricing Schedule, as published by Us from time to time on our website (“Pricing Schedule”). We reserve the right to negotiate the Subscription Fees on a case by case basis.
Unless otherwise agreed, the Subscription Fees are charged in Australian dollars and are expressed exclusive of GST (which applies in addition where so required by law).
Subscription Terms may in some instances be automatically renewed and charged on a monthly or annual basis (as applicable) until You elect to cancel Your subscription or it is terminated in accordance with these Terms of Service. We may offer You a free or pilot trial but if You continue to use Our Services after the trial You will then become liable for and must pay the Subscription Fees in accordance with these Terms of Service.
Your subscription continues for the period covered by the Subscription Fees paid or payable by You. At the end of each billing period, these terms automatically continue for a further period of the same duration as the previous one, provided You continue to pay the Subscription Fees.
Payments may be made using third-party applications and services not owned, operated, or otherwise controlled by Us. You acknowledge and agree that We will not be liable for any losses or damage arising from the operation of third-party payment applications and services. You further acknowledge and warrant that You have read, understood and agree to be bound by the terms and conditions of the applicable third-party payment applications and services You choose to use as a payment method.
If Your usage exceeds your subscription or otherwise requires the payment of additional fees, You will be billed for such usage and You agree to pay the additional fees in the manner provided in these Terms of Service and the relevant tax invoice.
We reserve the right to change the Pricing Schedule, the Subscription Fees, any other applicable charges and to institute new charges at the end of Your subscription, or at any other time upon no less than thirty (30) days prior written notice to You (which may be sent by email).
If You believe that We have billed You incorrectly, You must contact Us in writing no later than 60 days after the expense is raised in order to receive an adjustment or credit.
Any invoices issued by Us must be paid in accordance with the terms stated therein.
Any unpaid amounts or defaults in payment (e.g. credit card expiry) will be subject to an interest charge of 1.5% per month on the outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of defaults and collection and may result in immediate termination of Your subscription.
4. Cancelling or Changing Your Subscription
To cancel or change Your subscription, please contact Us. If You cancel or change Your subscription, We will cease to automatically renew the subscription or apply the new charges (as the case may be) from the end of the term in which the subscription was cancelled or changed. You will still need to pay all relevant fees up to and including the day of cancellation.
5. Your Authorised Users
You are responsible to ensure that anyone You invite to use Your subscription for the Services complies with these Terms of Service. Upon registering as a user under Your subscription, Your authorised users may be required to provide personal information about themselves, as well as being asked to agree with the terms and conditions in the Schedule.
You agree not to use, nor permit any of Your users to use, the Services in a manner that violates any applicable law, regulation or these Terms of Service. You also agree You will not:
provide access to or give any part of the Services to any unauthorised third party
reproduce, modify, copy, deconstruct, sell, trade or resell the Services
make the Services available on any file-sharing or application hosting service.
6. Copyright and Intellectual Property Rights
The Services, as well as the content and all of the materials made available by Us or in the course of providing the Services (“the Content”) are subject to copyright protection under the laws of Australia and through international treaties. Unless otherwise indicated, all rights (including copyright) in the Services and the Content (including but not limited to text, graphics, logos, button icons, video images, audio clips, website, platform, code, scripts, design elements and interactive features) are owned or controlled for these purposes and are reserved to and by Us.
All intellectual property rights in the Services, as well as all trademarks, design, compilation, UI/UX, service marks and trade names are owned, registered and/or licensed by Us (“Intellectual Property”). We grant to You a worldwide, non-exclusive, royalty-free, revocable license whilst You are using the Services to use the Intellectual Property pursuant to these Terms of Service. We do not grant You any other rights whatsoever in relation to the Intellectual Property. All other rights are expressly reserved by Us and We retain all rights, title and interest in and to the Intellectual Property and all related content.
You may not, without Our prior written permission and the permission of any other relevant right’s owners, broadcast, republish, upload to a third party, transmit, post, distribute, show or play in public, adapt or change the Services or the Intellectual Property for any purpose, unless otherwise provided by these Terms of Service .
7. Your data and use of Our Services
We implement security procedures to help protect Your data from security attacks. However, given the nature of the internet:
We cannot guarantee that any data transmission is totally secure. Whilst We take precautions to protect information, We do not warrant and cannot ensure the security of any information You enter into the software. You, therefore, transmit information at Your own risk. If You become aware of any problems with the security of Your data, please contact Us immediately
We cannot guarantee that the Services are free from viruses, malware, fault, human error or other conditions which could damage, use or interfere with Your data or computer systems. You must take Your own precautions to ensure that Your systems are not infected with any such code and assume the risk of any damage or loss as a result of using the Services.
You must ensure that Your use of Our Services and Your data is at all times compliant with all applicable local, state, federal and international laws and regulations (“Laws”).
You represent and warrant that:
You have obtained all necessary rights, releases, privacy consents and permissions to provide data to Us and grant the rights to Us in these Terms of Service
your data and its transfer to and use by us, as authorised by You under these Terms of Service, does not and will not violate any Laws (including without limitation those relating to export control and electronic communications) or the rights of any third party, including without limitation any intellectual property rights, rights of privacy, or rights of publicity, and any use, collection and disclosure authorised is not inconsistent with the terms of any applicable privacy policies
You will not and will ensure that users of Your subscription do not, reverse compile, disassemble, remove, release, disclose, reveal, copy, extract, modify or otherwise reverse engineer all or any part of the Services.
When You enter or upload Your data into the Services, You are responsible for Your content and We don’t own that data, but You grant Us a licence to use, copy, transmit, store, analyse, and back up all data You submit to Us through the Services, including personal data of Yourself and others, to enable You to use Our Services, allow Us to improve, develop and protect Our services, create new services, communicate with You about Your subscription and send You information We think may be of interest to You.
When You use Our Services, We may create anonymised statistical data from Your data and usage, including through aggregation. Once anonymised, We may use it for Our own purposes, such as to provide and improve Our services, to develop new services or product offerings, to identify business trends, and for other uses We communicate to You.
8. General Disclaimer
To the full extent permitted by Law:
all terms, guarantees, warranties, representations or conditions which are not expressly stated in these Terms of Service are excluded and
We will not be liable for any special, indirect or consequential loss or damage (unless such loss or damage is reasonably foreseeable resulting from Our failure to meet an applicable consumer guarantee), loss of profit or opportunity, or damage to goodwill arising out of or in connection with the use of Our Services or These Terms of Service, whether at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise.
Use of Our Services is at Your own risk. Everything We provide is on an “as is” and “as available” basis without warranty or condition of any kind. None of Our affiliates, directors, officers, employees, agents, contributors and licensors make any express or implied representation or warranty about the Services.
We exclude any loss or damage You might suffer including as a result of (but not limited to) any of the following:
failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation or transmission, computer virus or other harmful component, loss of data, communication line failure, unlawful third-party conduct, or theft, destruction, alteration or unauthorised access to records
the accuracy, suitability or currency of the Services
your use of the Services or Your data and
the content or operation in respect to links which are provided for Your convenience.
These Terms of Service may be produced and relied upon as a complete defence to any claim made against Us, Our related bodies corporate or their affiliates, employees, agents, contributors and licensors.
Nothing in These Terms of Service limits or excludes any guarantees, warranties, representations or conditions implied or imposed by law, including the Australian Consumer Law (or any liability under them) which by law may not be limited or excluded.
9. Limitation of Liability
Our role is limited only to providing the Services.
We endeavour to provide highly functioning software as our service and to provide all necessary assistance to ensure that You can successfully use the Services at all times. However, We cannot guarantee that the Services will work under all conditions or on all devices. The Services rely on technical factors such as high speed internet access and a performant browser. Without limiting applicable consumer protection laws which cannot be excluded, We are not responsible for any failures of the Services due to issues such as Your computer hardware or Services, human or system usage error, internet or electricity outages, or the inability of a party to access or maintain access to high speed internet. Our total liability arising out of or in connection with the use of the Services or these Terms of Service, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, is limited, at Our election, to the resupply of Our services to You, or payment of the cost of having the services supplied again, and in any event must not exceed the fees paid by You to Us in the 12 months prior to the act that gave rise to said liability.
You expressly understand and agree that We and Our related bodies corporate, their affiliates, employees, agents, contributors and licensors will not be liable to You or anyone else for any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by You or them, however caused and under any theory of liability, including but not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation and any other intangible loss, arising from the use of the Services (including as a result of not being able to use the Services or the late supply of the), whether at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise.
You acknowledge and agree that:
in accessing the Services, You have relied on Your own skill and judgment in determining its and their sufficiency for the use and results which You intend to obtain
We have made no promise, representation or warranty in respect of the profitability, benefits, outcome or any other consequence in Your use of the Services, or in respect of the suitability of the Services to Your operations, business or needs
We do not purport to provide any legal, taxation or accountancy advice
We have made no promise, representation or warranty in respect of the use of Our Services.
The rights and obligations of each of the parties under these Terms of Service will survive expiration or termination.
You agree to indemnify Us and Our affiliates, employees, agents, contributors, third party content providers and licensors from and against:
all actions, suits, claims, demands, liabilities, costs, expenses, loss and damage (including legal fees on a full indemnity basis) incurred, suffered or arising out of Your breach or Your invitee’s breach, of these Terms of Service or otherwise in connection with the Services
any direct or indirect consequences of You accessing or using the Services or attempts to do so and
all actions, suits, claims, demands, liabilities, costs, expenses, loss and damage (including legal fees on a full indemnity basis) incurred, suffered or arising out of any action or notice by a third party, including a regulator, regarding Your use of the Services.
You agree to indemnify and hold harmless Us against any damages, losses, liabilities, settlements and expenses (including without limitation costs and legal fees) in connection with any claim or action that arises from a violation of the foregoing.
11. Term and Termination
Subject to the termination rights as provided below, these Terms of Service apply for the length of your subscription and will be automatically renewed for additional periods of the same duration, unless either party requests termination at least thirty (30) days prior to the end of the then current term.
Either party may terminate these Terms of Service on notice to the other party if the other party materially breaches These Terms of Service and such breach is not cured within thirty (30) days after the non-breaching party provides notice of the breach. You are responsible for your users, including for any breaches of these Terms of Service caused by your users.
Upon any termination, We will make Your data available to You in a form we deem appropriate for a period of thirty (30) days, thereafter We reserve the right to delete Your data without notice or warning to you.
We may at any time, suspend or terminate your subscription and your access to the Services if:
We are required to do so by law
We are transitioning to no longer providing the Services, or a version of the Services, in the country in which you are resident or from which you use Our services
your conduct, in Our opinion, impacts Our name or reputation or violates the rights of another party or
the provision of the Services to you by Us is, in Our opinion, no longer commercially viable.
The rights and obligations under these Terms of Service will survive expiration or termination of these Terms of Service.
12. Dispute Resolution
If a dispute arises out of or relates to these Terms of Service, neither party may commence any tribunal or court proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought).
Notice: A party to these Terms of Service claiming a dispute (“Agreement Dispute”) has arisen under these Terms of Service, must give written notice to the other party detailing the nature of the dispute, the desired outcome and the action required to settle the Agreement Dispute.
Resolution: On receipt of that notice (“Notice”) by that other party, you, your guests and users to the Agreement (“Parties”) must:
Within 14 days of the Notice endeavour in good faith to resolve the Agreement Dispute expeditiously by negotiation or such other means upon which they may mutually agree
If for any reason whatsoever, 14 days after the date of the Notice, the Agreement Dispute has not been resolved, you, your guests and users must either agree upon selection of a mediator or request that an appropriate mediator be appointed by the President of the Resolution Institute of Australia or his or her nominee
Fees: The parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and without limiting the foregoing undertake to pay any amounts requested by the mediator as a pre-condition to the mediation commencing. The parties must each pay their own costs associated with the mediation
Location: The mediation will be held in Sydney, Australia.
Confidential: All communications concerning negotiations made by you, your guests and users arising out of and in connection with this dispute resolution clause are confidential and to the extent possible, must be treated as “without prejudice” negotiations for the purpose of applicable laws of evidence.
Termination of mediation: If 20 days have elapsed after the start of a mediation of the Agreement Dispute and the Agreement Dispute has not been resolved, either Party may ask the mediator to terminate the mediation and the mediator must do so.
If any provision of these Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Service will otherwise remain in full force and effect and enforceable.
These Terms of Service are not assignable, transferable or sublicensable by You except with Our prior written consent. We may transfer and assign any of Our rights and obligations under these Terms of Service without consent.
These Terms of Service are the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms of Service, and that all waivers and modifications must be in writing signed by both parties, except as otherwise provided in these Terms of Service.
The terms and conditions are governed by the laws of NSW, Australia. Any dispute, controversy, proceeding or claim of whatever nature arising out of or in any way relating to these Terms of Service and the rights created hereby will be governed, interpreted and construed by, under and pursuant to the laws of NSW, Australia, without reference to conflict of law principles, notwithstanding mandatory rules. The validity of this governing law clause is not contested. These Terms of Service will be binding to the benefit of the parties hereto and their successors and assigns.
Schedule - User Terms of Service
These user terms of service (the “User Terms”) govern your access and use of Our Services. Please read them carefully. Even though you are signing in to an existing subscription (“Services”), these User Terms apply to you as a user of the Services.
These User Terms are a legally binding contract between you and Us. As part of these User Terms, you agree to comply with Our website Terms & Conditions as if it applied to these Services, which are incorporated by reference into these User Terms. If you access or use the Services, or continue accessing or using the Services after being notified of a change to the User Terms or the website Terms & Conditions, you confirm that you have read, understand and agree to be bound by the User Terms and the website Terms & Conditions. “We”, “Our” and “Us” currently refer to the applicable Humii entity in the Contract (as defined below).
You are an “Authorised User” of a “Customer” as per the Contract.
An organisation or other third party that We refer to in these User Terms as the “Customer” has invited you to use its subscription to Our Services. If you are joining one of your employer’s subscriptions, for example, the Customer is your employer.
The Customer has separately entered into a written agreement with Us or Our affiliate(s) (in either case, the “Contract”) that permits the Customer to invite you to join in using its subscription (each invitee granted access to the Services, including you, is an “Authorised User”). The Contract contains Our commitment to deliver the Services to the Customer, who may then invite Authorised Users to use its subscription, as well as numerous terms and conditions. When an Authorised User (including you) submits content or information into the Services, such as messages or files (‘Customer Data’), you acknowledge and agree that the Customer Data is owned by the Customer and the Contract provides the Customer with many choices and control over that Customer Data.
As between Us and the Customer, you agree that it is solely the Customer’s responsibility to:
inform you and any authorised users of the rights, obligations and limitations in the Contract
inform you and any authorised users of any relevant Customer policies and practices and any settings that may impact the processing of Customer Data
obtain any rights, permissions or consents from you and any authorised users that are necessary for the lawful use of Customer Data and the operation of the Services
ensure that the transfer and processing of Customer Data under the Contract is lawful and
respond to and resolve any dispute with you and any authorised user relating to or based on Customer Data, the Services or the Customer’s failure to fulfil these obligations.
We make no representations or warranties of any kind, whether express or implied, to you relating to the Services, which are provided to you on an ‘as is’ and ‘ as available’ basis.
These User Terms remain effective until the Customer’s subscription for you expires or terminates, or your access to the Services has been terminated by the Customer or Us.
We have agreed with the Customer to a number of rights, obligations and limitations in the Contract. Whilst We have not repeated everything below, please be aware that:
We may review, update and change the Services in Our sole discretion
We do not warrant that the operation of the Services will be uninterrupted or error free
We do not warrant and cannot ensure the security of any information you enter into the Services, and you therefore transmit information and use the Services at your own risk
you must not reverse compile, disassemble, remove, release, disclose, reveal, copy, extract, modify or otherwise reverse engineer all or any part of the Services to the maximum extent permitted by law, consumer laws do not apply, and We therefore do not provide any promises, warranties or representations that We do not have to provide by law. If however any consumer laws (e.g. in Australia, the Competition and Consumer Act 2010 (Cth)) do apply and cannot otherwise be lawfully excluded, nothing in these User Terms will restrict, exclude or modify any statutory warranties, guarantees, rights or remedies that you have, and Our liability is limited (at Our option) to the resupply of the Services to the Customer, or payment of the cost of having the Services supplied again, and in any event must not exceed the fees paid by the Customer to Us in the 12 months prior to the act that gave rise to said liability.