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Terms and Conditions

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General Product Terms and Conditions
1. Background 
Thank you for visiting our Terms of Use (Agreement), we are Rapid Platform Projects ABN 12 638 247 079 of Suite 10, 107 Miles Platting Road Eight Mile Plains QLD 4113 (Rapid Platform, we, our, us and other similar terms). We provide an online platform enabling our clients to rapidly prototype, develop and deploy business solutions (our Software). 
This Agreement outlines the terms and conditions associated with your use of the Software. It is your obligation to ensure that you have read, understood and agree to the most recent terms available at Product Terms and Conditions (Website). 
2. Agreement 
These terms govern the Subscriber’s use of the Software. By creating an Account, the Subscriber agrees to comply with and be legally bound by the terms and conditions of this Agreement.  
This Agreement will commence on the Commencement Date and will continue for the Subscription Period or until the date of termination of this Agreement in accordance with clause 14. If this Agreement is not terminated at least fourteen (14) days prior to the expiry of the then current Subscription Period, this Agreement will automatically renew for a period equal to the current Subscription Period. 
If you create an Account on behalf of your employer or any other entity, you represent and warrant you hold authority to enter into this Agreement on behalf of that entity and that the entity will comply with the obligations contained herein. 
Throughout the Agreement some capitalised words and phrases, like the word Agreement, are used. These capitalised words and phrases are defined under the General Provisions and Definitions section. They aid to clarify the terms and conditions. Please feel free to email Rapid Platform at support@rapidplatform.com.au for further clarification. 
3. Licence 
Rapid Platform grant’s the Subscriber a non-transferrable, non-exclusive and revocable licence to access the Software, subject to the terms and conditions of this Agreement. The grant of this licence is subject to the terms and conditions set out in this Agreement and conditional upon the Subscriber maintaining a subscription to, one of the Subscription Plans. 
Rapid Platform reserves the right to limit or suspend the Subscriber’s licence to access the Software if the Subscriber breaches any of the material terms of this Agreement. 
4. Payment and Fees
(a) Payment Terms
Rapid Platform will provide a tax invoice to the Subscriber for the Subscription Fee. The Subscription Fee will be automatically deducted via the payment method nominated in the Subscriber’s Account unless otherwise agreed in writing. 
Unless expressed otherwise, Subscription Fees are quoted in Australian Dollars and are inclusive of GST, withholding taxes, duties and charges imposed or levied in Australia or overseas, in connection with this Agreement.  
The Subscriber is responsible for all bank fees and charges applied by any payment gateway provider as well as any taxes, duties or charges imposed or levied in connection with this Agreement.
(b) Changes to Subscription Fees
We reserve the right to adjust the subscription fees for our services at any time in our sole discretion. Any changes to the subscription fees will be communicated to you at least thirty (30) days before the changes take effect. By continuing to use our services after fee changes become effective, you agree to be bound by the new fees. If you do not agree to the new fees, you may cancel your subscription prior to the changes taking effect.
5. Access and support 
The Subscriber acknowledges and agrees the Software integrates with and is reliant on software and infrastructure hosted by Microsoft. Disruptions to telecommunication services or Microsoft’s infrastructure is beyond Rapid Platform’s control. The Subscriber agrees that Rapid Platform is not liable for any unforeseeable loss, arising from any interruption to access. 
If it is necessary to interrupt the Subscriber’s use of the Software, the Rapid Platform will provide the Subscriber with reasonable notice in writing of when, and the anticipated duration for which, the Software will be unavailable. 
The Subscriber acknowledges access to the Software may be changed, interrupted or discontinued for many reasons, some of which are beyond Rapid Platform’s control and during routine maintenance there may be updates to the Software. 
User support for the Software is provided via the Website or via the Support Bot within the software itself, as updated from time to time. 
6. Data and User security 
The Subscriber agrees it will keep all Account details strictly confidential.  It is responsible for its activities, the activities of its Users (whether authorised or not) and for granting and revoking access to User Accounts.  
The Subscriber must ensure each User is the sole person accessing the Software via that User Account and that Users access Accounts in accordance with the end user licence granted by Microsoft. 
7. Submitted Content 
The Subscriber must not attempt to, or permit anyone over who the Subscriber has reasonable control to, interfere with Rapid Platform’s or any third party’s Intellectual Property rights. Doing so breaches an essential term of this Agreement which may result in termination of this Agreement. 
The Subscriber must not submit or cause to be submitted to the Software: 
  • any material the Subscriber does not own or have the right to use; 
  • any confidential information of any third party without the express consent of the third party; 
  • any material that is illegal, unlawful, improper, harmful, threatening, defamatory, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, hateful, or otherwise objectionable; or 
  • any material that infringes the Intellectual Property Right of a third party. 
The Subscriber grants a non-exclusive, royalty free license to Rapid Platform to use any material supplied by the Subscriber for the sole purpose of providing the Software service to the Subscriber.
8. Modifications by Subscriber  
If the Subscriber decides to complete Subscriber Modifications to the Product Specification (product tables, pages, reports, process diagrams etc), Rapid Platform cannot guarantee that product or subscription upgrades will be available. Additionally, Rapid Platform will not bear any liability for issues arising from such modifications.  
9. Intellectual Property 
All title, ownership rights and Intellectual Property, including copyright in relation to the Software is owned or used under licence by Rapid Platform. Nothing in this Agreement is intended to transfer ownership of Intellectual Property.  
The Subscriber warrants it will not, and will not permit any person, to directly or indirectly alter, replicate, copy, recreate, create derivative work from, decompile, reverse engineer, reverse assemble, reverse compile, enhance, interfere with or with part of the Software or otherwise obtain, modify or use any source or object code, architecture, or algorithms contained in the Software or any documentation associated with it, with the intent to: 
  • recreate the Software;  
  • copy or reproduce, or create an adaptation or translation of, all or part of the Software in any way, except to the extent that reproduction occurs automatically through the ordinary use of the Software; or 
  • incorporate all or part of the Software in any other webpage, site, application or other digital or non-digital format other than to support, or provide for, its own internal business processes. 
10. Privacy 
The Subscriber agrees and consents to Rapid Platform handling its personal information in accordance with Rapid Platform’s Privacy Policy. Rapid Platform may amend its privacy policy in its sole discretion.  If the privacy policy is amended, the new version will be made available on the Website.    
11. Warranties 
Rapid Platform aims to provide the best possible user experience, however, subject to the Non-excludable Conditions, it makes no warranties or guarantees that the Software is fault free, regarding the Software’s fitness for any particular purpose which Rapid Platform has not expressed, or regarding the Subscriber’s access to, or the results of its access to, the Software. 
    The Subscriber warrants the Software has been obtained and used at its own discretion and risk and that it will use the Software strictly in accordance with any guidelines or recommendations contained in the information provided by Rapid Platform.  
    12. Liability 
    Rapid platform expressly excludes all conditions, warranties and other terms which might otherwise be implied by any law, regulation, statute, common law or law of equity except any Non-excludable Condition. 
    To the maximum extent permitted at law, Rapid Platform excludes all liability arising from: 
    • the occurrence of an Event of Force Majeure; 
    • any unauthorised activity in relation to the Software by the Subscriber or the Subscriber’s Users; 
    • the Subscriber’s use of or reliance on the Software for a purpose other than its reasonably expected purpose; or 
    • the Subscriber’s failure to fulfil its obligations under this Agreement. 
    Subject to the application of any Non-Excludable Condition, Rapid Platform is not liable for any Consequential Loss. 
    The Subscriber indemnifies Rapid Platform against all costs suffered or incurred, however caused, arising wholly or partially, directly or indirectly, in connection with this Agreement or the Subscriber’s use of the Software. 
    13. Dispute resolution 
    A party claiming a dispute has arisen under this Agreement (Dispute) must give written notice to the other party specifying the nature of the Dispute. The parties must submit themselves to the dispute resolution procedure set out in this clause 12 before commencing any legal proceedings. 
    If the parties cannot resolve the Dispute between themselves within 30 days then either party may require the Dispute to be referred for mediation. The mediation must be undertaken in accordance with the Resolution Institute Mediation Rules, within the jurisdiction of the Agreement and, unless otherwise agreed between the parties, using a mediator nominated by the Resolution Institute. If the Dispute is not resolved within 30 days of the mediation commencing, either party may commence proceedings in respect of the Dispute. 
    Each party must pay its own internal and legal costs in relation to complying with this clause 12. The mediator’s costs are to be shared equally. 
    The parties acknowledge and agree this clause (13) does not apply to the recovery of any debt or prevent a party from instituting proceedings for the purposes of seeking urgent injunctive or similar interim relief from a court. 
    14. Termination 
    Either Party may terminate this Agreement by providing the other with a Cancellation Notice. Termination will take effect at the end of the then current Subscription Period. 
    Either party may terminate this Agreement with immediate effect if the other party commits a material breach of this Agreement and the breach is incapable of being remedied or if the breach is capable of being remedied, the party in breach has failed to remedy the breach within 14 days after the receipt of a written notice to remedy. 
    Rapid Platform may terminate this Agreement without notice if it no longer has the right to provide the Software for any reason whatsoever or if it holds a reasonable and informed belief the Subscriber: 
    • is reverse engineering or otherwise creating derivative works based on the Intellectual Property contained in the Software; or 
    • is using the Software for a purpose other than what it is was designed for and is otherwise consuming resources well above what is considered normal or usual. 
      Introductory Offer Terms and Conditions
      1. Offer Inclusions 
      Subscribers will gain access to the Rapid Platform features and modules as listed on the relevant subscription plan on the Rapid Platform website. These may include, but are not limited to, features such as Explorer, Designer, Workflow Engine, Adaptive Designer, Document Generation, and Data Importer (Beta).   
      Additionally, access to various Rapid Business modules including but not limited to Assets, CRM, HR, Project Management, Quotes and Invoices, Task Management, WHS, and Policies.  
      Rapid Platform reserves the right to modify, add, or remove features and modules at any time. While we strive to provide continuous access to all features and modules listed, certain circumstances may require changes. Customers will be notified of any significant changes in advance, and Rapid Platform will not be liable for any impact these changes may have on the Subscriber’s use of the platform.  
      Subscribers will gain access to 2000 automation credits per year. (One automation credit approximately equals one process run).  
      Subscribers will gain a database size of 1 GB. 
      2. Support Inclusion 
      Subscribers will receive an invitation to online training webinars run by Rapid Platform. 
      Subscribers will gain access to a 30min Weekly Group Support Session. These group support sessions are only available at the scheduled times set by Rapid Platform. 
      3. Subscription Period  
      The subscription period is defined by the purchased subscription plan. Subscription periods per Subscription plan are currently set as:  
      Introductory Offer: annual subscription period, 
      Standard Plan: monthly or annual subscription period as chosen at time of purchase, 
      Professional Plan:  monthly or annual subscription period as chosen at time of purchase, 
      Enterprise Plan: subscription period to be discussed. 
      Please see section 2 for more details on subscription renewal and termination requirements. 
      4. Subscription Plan Fees  
      The current subscription plan fees are as follows: 
      Introductory Offer: $550 per year (inc GST) 
      Standard Plan: $330 per month or $3300 annually (inc GST,) 
      Professional Plan:  $550 per month or $5500 annually (inc GST), 
      Enterprise Plan: $ as negotiated by contract. 
      5. Subscription Plan Payment Terms  
      Please see Section 4 General Terms and Conditions (Payment) for details of subscription plan payment terms. 
      Continue onto the next section for General Provisions and Definitions. 
       
       
      Standard Plan Terms and Conditions
      1. Plan Inclusions 
      Subscribers will gain access to the Rapid Platform features and modules as listed on the relevant subscription plan on the Rapid Platform website. These may include, but are not limited to, features such as Explorer, Designer, Workflow Engine, Adaptive Designer, Document Generation, and Data Importer (Beta).   
      Additionally, access to various Rapid Business modules including but not limited to Assets, CRM, HR, Project Management, Quotes and Invoices, Task Management, WHS, and Policies.  
      Rapid Platform reserves the right to modify, add, or remove features and modules at any time. While we strive to provide continuous access to all features and modules listed, certain circumstances may require changes. Customers will be notified of any significant changes in advance, and Rapid Platform will not be liable for any impact these changes may have on the Subscriber’s use of the platform.  
      Subscribers will gain access to 25,000 automation credits per year. (One automation credit approximately equals one process run).  
      Subscribers will gain a database size of 3 GB. 
      2. Support Inclusion 
      Subscribers will receive an invitation to online training webinars run by Rapid Platform. 
      Subscribers will gain access to a 30min Weekly Group Support Session. These group support sessions are only available at the scheduled times set by Rapid Platform. 
      Subscribers will gain access to a small group session (up to 6 participants) run fortnightly with a Rapid Platform Expert at the scheduled time set by Rapid Platform. 
      3. Subscription Period  
      The subscription period is defined by the purchased subscription plan. Subscription periods per Subscription plan are currently set as:  
      Introductory Offer: annual subscription period, 
      Standard Plan: monthly or annual subscription period as chosen at time of purchase,
      Professional Plan:  monthly or annual subscription period as chosen at time of purchase, 
      Enterprise Plan: subscription period to be discussed. 
      Please see section 2 for more details on subscription renewal and termination requirements. 
      4. Subscription Plan Fees  
      The current subscription plan fees are as follows: 
      Introductory Offer: $550 per year (inc GST) 
      Standard Plan: $330 per month or $3300 annually (inc GST,)
      Professional Plan:  $550 per month or $5500 annually (inc GST), 
      Enterprise Plan: $ as negotiated by contract. 
      5. Subscription Plan Payment Terms  
      Please see Section 4 General Terms and Conditions (Payment) for details of subscription plan payment terms. 
      Continue onto the next section for General Provisions and Definitions. 
      Professional Plan Terms and Conditions
      1. Plan Inclusions 
      Subscribers will gain access to the Rapid Platform features and modules as listed on the relevant subscription plan on the Rapid Platform website. These may include, but are not limited to, features such as Explorer, Designer, Workflow Engine, Adaptive Designer, Document Generation, and Data Importer (Beta).   
      Additionally, access to various Rapid Business modules including but not limited to Assets, CRM, HR, Project Management, Quotes and Invoices, Task Management, WHS, and Policies.  
      Rapid Platform reserves the right to modify, add, or remove features and modules at any time. While we strive to provide continuous access to all features and modules listed, certain circumstances may require changes. Customers will be notified of any significant changes in advance, and Rapid Platform will not be liable for any impact these changes may have on the Subscriber’s use of the platform.  
      Subscribers will gain access to 100,000 automation credits per year. (One automation credit approximately equals one process run).  
      Subscribers will gain a database size of 5 GB. 
      2. Support Inclusion 
      Subscribers will receive an invitation to online training webinars run by Rapid Platform. 
      Subscribers will gain access to a 30min Weekly Group Support Session. These group support sessions are only available at the scheduled times set by Rapid Platform. 
      Subscribers will gain access to a small group session (up to 6 participants) run fortnightly with a Rapid Platform Expert at the scheduled time set by Rapid Platform. 
      3. Subscription Period  
      The subscription period is defined by the purchased subscription plan. Subscription periods per Subscription plan are currently set as:  
      Introductory Offer: annual subscription period, 
      Standard Plan: monthly or annual subscription period as chosen at time of purchase,
      Professional Plan:  monthly or annual subscription period as chosen at time of purchase, 
      Enterprise Plan: subscription period to be discussed. 
      Please see section 2 for more details on subscription renewal and termination requirements. 
      4. Subscription Plan Fees  
      The current subscription plan fees are as follows: 
      Introductory Offer: $550 per year (inc GST) 
      Standard Plan: $330 per month or $3300 annually (inc GST,)
      Professional Plan:  $550 per month or $5500 annually (inc GST), 
      Enterprise Plan: $ as negotiated by contract. 
      5. Subscription Plan Payment Terms  
      Please see Section 4 General Terms and Conditions (Payment) for details of subscription plan payment terms. 
      Continue onto the next section for General Provisions and Definitions. 
      General Provisions and Definitions
      1. General provisions 
      Assignment – Rapid Platform may assign any of its rights and obligations under this Agreement by notifying the Subscriber of such an assignment. The Subscriber may not assign its rights under this Agreement without the prior written consent of Rapid Platform, which may be granted or withheld at its complete discretion and, if granted, may be subject to conditions. 
      Entire agreement – This document and any other document incorporated by reference contains the entire agreement between the Parties in connection with its subject matter and supersedes all previous agreements and understandings except as otherwise provided herein. 
      Event of Force Majeure – A Party who is prevented from performing any obligation under this Agreement (except an obligation to pay an amount of money) by the occurrence of an Event of Force Majeure is excused from the performance of any such obligation until they are no longer affected. 
      Jurisdiction – This Agreement is governed by the laws of Queensland, Australia and each Party irrevocably submits to the non-exclusive jurisdiction of the Courts of Queensland, Australia. 
      Severance – If anything in this Agreement is unenforceable, illegal or void then it is severed, and the rest of this Agreement remains in full force and effect. 
      Variations to this Agreement – We may vary this Agreement by giving written notice to you 28 days prior to the end of the Subscription Period. If you do not accept the terms of the variation, you may terminate your subscription in accordance with clause 14, otherwise the variation will take effect from the beginning of the next Subscription Period. 
      2. Definitions 
      In this Agreement, unless the context or subject matter require otherwise: 
      Account means the username and access credentials linked to a Microsoft Internal or External User Account. 
      Agreement means the terms and conditions contained in this Rapid Platform Licence Agreement. 
      Cancellation Notice means a written notice (including electronic notices) sent by either party requesting the termination of this Agreement. 
      Commencement Date means the date Rapid Platform makes the Software Available for the Subscriber’s use. 
      Consequential Loss means loss of revenue, loss of profits, loss of anticipated savings or business, pure economic loss, loss of data, loss of value of equipment (other than the cost of repair), loss of opportunity or expectation loss, loss of data and any other form of consequential, special, indirect, punitive or exemplary loss or damages. 
      Event of Force Majeure means an unforeseen event beyond the control of the affected party, including an act of war (whether declared or not) or terrorism, the mobilisation of armed forces, civil commotion or riot, natural disaster, hacking, industrial action or labour disturbance, currency restriction, embargo, action or inaction by a government, a failure of a supplier, public utility or common carrier or computer disruption due to the effects of a computer virus, trojan, malware, ransomware or other malicious code. 
      Intellectual Property means all industrial and intellectual property rights including, without limitation, patents, trade marks, copyrights, right to extract information from databases, design rights, trade secrets, rights of confidence, and all forms of protection of a similar nature or having similar effect to any of them which may subsist anywhere in the world (whether or not any of them are registered and including applications and the right to make applications for registration of any of them). 
      Microsoft means Microsoft Corporation, One Microsoft Way, Redmond, WA 98052-6399. 
      Non-Excludable Condition means any guarantee, condition or warranty (such as the consumer guarantees implied by the Competition and Consumer Act 2010 (Cth)), which cannot by law be excluded. 
      Payment Terms means those payment terms as set out in the Subscription Plan. 
      Product Specifications define the technical and functional design and configuration of the purchased Rapid Platform subscription plan. This includes but is not limited to, table and column definitions, menu configuration, page definitions, and provisioned data. 
      Software means the Rapid Platform software which integrates data, processes and analytics utilising the Microsoft Office 365 product family. 
      Submitted Material means any material including documents, information, records or other data provided by the Subscriber (or its Users) via the Software but excludes configuration data and the input or output of artificial intelligence or machine learning algorithms. 
      Subscriber means the person or entity who enters into this Agreement with Rapid Platform. 
      Subscription Fee means the amounts payable each Subscription Period to use the Software as set out in the Subscription Plan. 
      Subscriber Modifications refer to any changes, updates, or enhancements made to the product specifications by a Subscriber. These modifications may include adjustments to existing product tables, pages, reports, process diagrams or documents.  
      Subscription Plan means one of the Subscription Plans which sets out the Plan details, whether set out online or in paper form. 
      Subscription Period means the period of time set out in the Subscription Plan. 
      User means a person authorised by the Subscriber to access and use the Software.