Terms of Service

1.  INTRODUCTION

The Owner provides the Menterprise online application for generating and modifying article content. Use of Menterprise is subject to these Terms of Service.

1.1 Definitions

The following terms are used regularly throughout these Terms of Service and have a particular meaning:

a)    ABN means Australian Business Number.

b)    Agreement means the agreement formed between the Users and the Owner under, and on the terms of, these Terms of Service.

c)    Dashboard means the workspace where content can be generated and edited within Menterprise.

d)    Business Day means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Adelaide, Australia.

e)    Owner means Menterprise ABN 22 414 912 768.

f)    Fee means a fee charged by the Owner for use of Menterprise.

g)    GDPR means the European Union’s General Data Protection Regulations.

h)    GST has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

i)    Intellectual Property means all copyright, patents, inventions, trade secrets, know-how, product formulations, designs, circuit layouts, databases, registered or unregistered trademarks, brand names, business names, domain names and other forms of intellectual property.

j)    Menterprise means: The Menterprise digital platform accessible from https://menterprise.io

k)    Privacy Act means the Privacy Act 1988 (Cth).

l)    Privacy Policy means the Owners privacy policy as updated from time-to-time, which can be found at https://menterprise.io

m)    Subscription Fee means a Fee charged by the Owner for use of Menterprise on a periodical basis.

n)    Tax Invoice has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

o)    Terms of Service means the terms and conditions of using Menterprise, as updated from time-to-time, which can be found at https://menterprise.io

p)    URL is the web address of a resource on the Internet.

q)    User means any registered user of Menterprise.

r)    User Content means images, information, URL’s, documents or other data that is generated or input into Menterprise by the User or that forms part of the User’s Intellectual Property.

 

2.  USING MENTERPRISE

2.1 General

a)    To use Menterprise, the User must log into Menterprise and have set up their account.

b)    The User agrees that all use of Menterprise is subject to these Terms of Service.

c)    Menterprise is not available to Users under the age of 18 without their parent or legal guardian’s consent.

d)    The User shall be responsible for paying any Fees for using Menterprise, including for each other User, for whom it creates an account.

e)    The Owner may suspend the account or restrict the access of any User that breaches the terms of this Agreement.

 

2.2 Features

a)    Menterprise may allow a User to:

              i.        Create and manage their account;

             ii.        Generate, modify and copy article content utilising various modules;

            iii.        Such other features as Menterprise may allow from time-to-time.

 

3.  USER CONTENT

3.1 The User acknowledges and agrees that:

a)    Menterprise may enable the User to create User Content, but that by doing so the User shall not acquire an interest to any Intellectual Property owned by the Owner, which may exist in Menterprise.

b)    User Content is the sole responsibility of the person that generated the User Content in Menterprise.

c)    The User indemnifies the Owner for any User Content that is illegal, offensive, indecent or objectionable that the User makes available using Menterprise.

d)    The Owner may suspend accessibility to User Content via Menterprise that the Owner determines is illegal, offensive, indecent or objectionable in its sole discretion.

e)    To the extent permitted by law, under no circumstances will the Owner be liable in any way for User Content.

f)    The User indemnifies the Owner for any infringement the User commits of third-party Intellectual Property Rights by using User Content on Menterprise.

4.   FEES, PAYMENTS & REFUNDS

 4.1 Fees

a)    Each Fee applies in accordance with such features and/or services purchased or subscribed for by the User in accordance with the pricing described on https://menterprise.io, or as otherwise agreed with the Owner.

b)    The User agrees to make payment in advance for all Fees due at such frequency, or on such dates as the User has subscribed for.

c)    All payments shall be made via the online payment gateway within Menterprise, or in such other manner as the Owner may direct from time-to-time. The User agrees that it has no right to access the features associated with their Menterprise subscription if it fails to make payments when due.

d)    The Owner reserves the right to introduce or change any Fees from time-to-time by giving the User no less than 14 days’ written notice. Any new or changed Fees will apply at the next billing period after the User has been given such notice.

e)    If a User does not accept a change to any Fees, then it can simply terminate its Account.

 

4.2 Currency

All Fees are quoted in US Dollars; however, transactions may be processed in an equivalent foreign currency (such as Australian dollars or British pounds).

 

4.3 GST

For Users in Australia, GST is applicable to any Fees charged by the Owner to the User. Unless expressed otherwise, all Fees shall be deemed inclusive of GST. The Owner will provide the User with a Tax Invoice for any payments.

 

4.4 Refunds

No refunds of Fees are offered other than as required by law.

4.5 Late Payment

The Owner may restrict access to any paid features if Fees for continued use are not paid when due.

 

5.  GENERAL CONDITIONS

 5.1 Licence

a)    By accepting the terms and conditions of this Agreement, the User is granted a limited, non-exclusive and revocable licence to access and use Menterprise for the duration of this Agreement, in accordance with the terms and conditions of this Agreement.

b)    The Owner may issue the licence to the User on the further terms or limitations (including the number of users or volume of use or transactions) as it sees fit.

c)    The Owner may revoke or suspend the User’s licence(s) in its absolute discretion for any reason that it sees fit, including for breach of the terms and conditions in this Agreement by the User.

 

5.2 Modification of Terms

a)    The terms of this Agreement may be updated by the Owner from time-to-time.

b)    Where the Owner modifies the terms, updated Terms of Service will be published on https://menterprise.io

c)    It is the User’s responsibility to check the Menterprise website periodically for changes. The User’s continued use of or access to Menterprise following the posting of any changes to these Terms of Service constitutes acceptance of those changes.

5.3 Software-as-a-Service

a)    The User agrees and accepts that Menterprise is:

              i.        Hosted by the Owner and shall only be installed, accessed and maintained by the Owner, accessed using the internet or other connection to the Owner servers and is not available ‘locally’ from the User’s systems; and

             ii.        Managed and supported exclusively by the Owner from the Owner servers and that no ‘back-end’ access to Menterprise is available to the User unless expressly agreed in writing.

b)    As a hosted and managed service, the Owner reserves the right to upgrade, maintain, tune, backup, amend, add or remove features, redesign, improve or otherwise alter Menterprise.

 

5.4 Support

a)    The Owner provides user support for Menterprise via the email address support@menterprise.io

b)    The Owner shall endeavour to respond to all support requests within 1 Business Day.

 

5.5 Use & Availability

a)    The User agrees that it shall only use Menterprise for legal purposes and shall not use it to engage any conduct that is unlawful, immoral, threatening, abusive or in a way that is deemed unreasonable by the Owner in its discretion.

b)    The User is solely responsible for the security of its username and password for access to Menterprise. The User shall notify the Owner as soon as it becomes aware of any unauthorised access of its Menterprise account.

c)    The User agrees that the Owner shall provide access to Menterprise to the best of its abilities, however:

              i.        Access to Menterprise may be prevented by issues outside of its control; and

             ii.        It accepts no responsibility for ongoing access to Menterprise.

 

5.6 Privacy

a)    The Owner maintains the Privacy Policy in compliance with the provisions of the Privacy Act for data that it collects about the User and other Users.

b)    The Privacy Policy does not apply to how the User handles personal information. If necessary under the Privacy Act and/or GDPR, it is the User’s responsibility to meet the obligations of the Privacy Act and/or GDPR by implementing a privacy policy in accordance with law.

c)    Menterprise may use cookies (a small electronic tracking code) to improve a User’s experience while browsing, while also sending browsing information back to the Owner. The User may manage how it handles cookies in its own browser settings.

d)    Owner’s Privacy Policy and Cookie Policy can be found at https://menterprise.io

  

5.7 Data

a)    Security. The Owner takes the security of Menterprise and the privacy of its Users very seriously. The User agrees that the User shall not do anything to prejudice the security or privacy of the Owner’s systems or the information on them.

b)    Transmission. The Owner shall do all things reasonable to ensure that the transmission of data occurs according to accepted industry standards. It is up to the User to ensure that any transmission standards meet the User’s operating and legal requirements.

c)    Storage. The Owner stores data on servers based in the USA according to accepted industry standards. If the User requires its User Data to be stored in a different location, the Owner may charge the User a fee to do so.

d)    Backup. The Owner shall perform backups of its entire systems in as reasonable manner at such times and intervals as is reasonable for its business purposes. The Owner does not warrant that it is able to backup or recover specific User Data from any period of time unless so stated in writing by the Owner.

 

5.8 Intellectual Property

a)    Trademarks. The Owner has moral & registered rights in its trademarks and the User shall not copy, alter, use or otherwise deal in the marks without the prior written consent of the Owner.

b)    Proprietary Information. The Owner may use software and other proprietary systems and Intellectual Property for which the Owner has appropriate authority to use, and the User agrees that such is protected by copyright, trademarks, patents, proprietary rights and other laws, both domestically and internationally. The User warrants that it shall not infringe on any third-party rights through the use of Menterprise.

c)    The Menterprise Application. The User agrees and accepts that Menterprise is the Intellectual Property of the Owner and the User further warrants that by using Menterprise the User will not:

              i.        Copy Menterprise or the services that it provides for the User’s own commercial purposes; and

             ii.        Directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, architecture, algorithms contained in Menterprise or any documentation associated with it.

d)    Content. All content submitted to the Owner (with the exception of User Content), whether via Menterprise or directly by other means, becomes and remains the Intellectual Property of the Owner, including (without limitation) any source code, analytics, insights, ideas, enhancements, feature requests, suggestions or other information provided by the User or any other party with respect to Menterprise.

 

5.9 Disclaimer of Third-Party Services & Information

a)    The User acknowledges that Menterprise is dependent on third-party services, including but not limited to:

              i.        Banks, credit card providers and merchant gateway providers;

             ii.        Telecommunications services;

            iii.        Hosting services;

            iv.        Email services; and

             v.        Analytics services.

b)    The User agrees that the Owner shall not be responsible or liable in any way for:

              i.        Interruptions to the availability of Menterprise due to third-party services; or

             ii.        Information contained on any linked third-party website.

 

5.10 Liability & Indemnity

a)    The User agrees that it uses Menterprise at its own risk.

b)    The User acknowledges that the Owner is not responsible for the conduct or activities of any User and that the Owner is not liable for such under any circumstances.

c)    The User agrees to indemnify the Owner for any loss, damage, cost or expense that the User may suffer or incur as a result of or in connection with the User’s use of or conduct in connection with Menterprise, including any breach by the User of these Terms of Service.

d)    In no circumstances will the Owner be liable for any direct, incidental, consequential or indirect damages, damage to property, loss of property, loss or corruption of data, loss of profits, goodwill, bargain or opportunity, loss of anticipated savings or any other similar or analogous loss resulting from the User’s access to, or use of, or inability to use Menterprise, whether based on warranty, contract, tort, negligence, in equity or any other legal theory, and whether or not the Owner knew or should have known of the possibility of such damage, or business interruption of any type, whether in tort, contract or otherwise.

e)    Certain rights and remedies maybe available under the Competition and Consumer Act 2010 (Cth) or similar legislation of other States or Territories and may not be permitted to be excluded, restricted or modified. Apart from those that cannot be excluded, the Owner and the Owner’s related entities exclude all conditions and warranties that may be implied by law. To the extent permitted by law, the Owner’s liability for breach of any implied warranty or condition that cannot be excluded is restricted, at the Owner’s option to:

              i.        The re-supply of services or payment of the cost of re-supply of services; or

             ii.        The replacement or repair of goods or payment of the cost of replacement or repair.

 

5.11 Termination

a)    Either party may terminate this Agreement by giving the other party written notice.

b)    Termination of this agreement is without prejudice to and does not affect the accrued rights or remedies of any of the parties arising in any way out of this agreement up to the date of expiry or termination.

c)    Termination does not affect any of the rights accrued by a party prior to termination, and the rights and obligations under clauses 5.10, 5.12 and 5.13 survive termination of this Agreement.

 

5.12 Dispute Resolution

a)    If any dispute arises between the parties in connection with this Agreement (Dispute), then either party may notify the other of the Dispute with a notice (Dispute Notice) which:

              i.        Includes or is accompanied by full and detailed particulars of the Dispute; and

             ii.        Is delivered within 10 Business Days of the circumstances giving rise to the Dispute first occurring.

b)    Within 10 Business Days after a Dispute Notice is given, a representative (with the authority to resolve the dispute) parties must meet (virtually or otherwise) and seek to resolve the Dispute.

c)    Subject to clause (d), a party must not bring court proceedings in respect of any Dispute unless it first complies with the requirements of the dispute resolution mechanism outlined in this clause.

d)    Nothing in this clause prevents either party from instituting court proceedings to seek urgent injunctive, interlocutory or declaratory relief in respect of a Dispute.

e)    Despite the existence of a Dispute, the parties must continue to perform their respective obligations under this document and any related agreements.

 

5.13 Electronic Communication, Amendment & Assignment

a)    The words in this clause that are defined in the Electronic Transactions Act 1999 (Cth) have the same meaning.

b)    The User can direct notices, enquiries, complaints and so forth to the Owner as set out in this Agreement. The Owner will notify the User of a change of details from time-to-time.

c)    The Owner will send the User notices and other correspondence to the details that the User submits to the Owner, or that the User notifies the Owner of from time-to-time. It is the User’s responsibility to update its contact details as they change.

d)    A consent, notice or communication under this Agreement is effective if it is sent as an electronic communication unless required to be physically delivered under law.

e)    Notices must be sent to the parties’ most recent known contact details.

f)    The User may not assign or otherwise create an interest in this Agreement.

g)    The Owner may assign or otherwise create an interest in its rights under this Agreement by giving written notice to the User.

 

5.14 General

a)    Special Conditions. The parties may agree to any Special Conditions to this Agreement in writing.

b)    Prevalence. To the extent this Agreement is in conflict with, or inconsistent with any Special Conditions made under this Agreement, the terms of those Special Conditions shall prevail.

c)    Disclaimer. Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in this Agreement.

d)    Relationship.The relationship of the parties to this Agreement does not form a joint venture or partnership.

e)    Waiver. No clause of this Agreement will be deemed waived and no breach excused unless such waiver or consent is provided in writing.

f)    Further Assurances. Each party must do anything necessary (including executing agreements and documents) to give full effect to this Agreement and the transaction facilitated by it.

g)    Governing Law. This Agreement is governed by the laws of South Australia, Australia. Each of the parties hereby submits to the non-exclusive jurisdiction of courts with jurisdiction there.

h)    Severability. Any clause of this Agreement, which is invalid or unenforceable, is ineffective to the extent of the invalidity or unenforceability without affecting the remaining clauses of this Agreement.