Terms and Conditions

1-Introduction

2-Definitions

3-Subscription Term

When you purchase a Subscription, you purchase it for the Subscription Terms specified on your Order Form. You acknowledged and agreed that:

• the Fees have been agreed upon based on the length of your subscription terms. 
• the Subscription fee is a Fixed Fee for the entire Subscription Term, and is not refundable or avoidable due to a ‘change of mind’ (including where you choose to reduce or cease your use of the Services during the agreed Subscription Term): 
• If we have agreed that you may pay the Subscription Fee in periodic instalments then each instalment is a partial payment of the Subscription Fee and is not severable payment for the use of the Service for the instalment period:

4-Renewal of Subscription

Prior to the expiry of your Subscription Term we will notify you and unless we intend to discontinue Your Service, the purpose of the Terms (including Fees) that will apply to a renewal or extension of your Subscription Term.

The terms of any renewal or extension will be documented in a Renewal Form and once agreed, will be applied to the renewal or extension period.

If you do not wish to extend or renew your Subscription Term, then you must notify us at least 30 days prior to the expiry of your Subscription Terms (the Notification date). If we intend to discontinue our Service to You, then we will notify you prior to the Notification date. 

Except as otherwise stated in Your Order Form, Your Subscription will Auto-Renew as defined herein, unless You have agreed to the Renewal Order. In the event You have increased Your device number above the number reflected on Your most recent Order Form, the device count for your new Subscription Terms will be the number of devices as of Your Renewal Date. Your new Subscription Fee may be subject to change. 

5-Changes to this Agreement or The Services

You acknowledge and agree that:

• Metrix is required to continually update and change its software and related services offering in order to maintain currency with industry standards and third-party IT infrastructure, and otherwise meet its business and other requirements: 
• The Fees for the Service have been determined and agreed on the basis that Metrix will have the flexibility to change the Services and these Terms as set out in this Agreement.

Metrix may from time to time update, change or amend these Terms and/or  the Service (a Service Change), including during current Subscription Terms. However, Metrix will not make a Service Change that deprives you of a substantial or, the material benefit of the Services or these Terms. 

6-Metrix System Requirements

You are responsible for ensuring that you comply with the System Requirements throughout Your Subscription Term. 

In order to maintain currency with industry standards and third-party IT systems, the Metrix System requirements are subject to change from time to time, including during a current Subscription Term. Metrix will notify you of the Service Change by email sent to Your nominated contact, and the updated Terms will be located on the website. The Services Change will take effect thirty days after the date the email is sent to You or at such a later time specified by Metrix. 

You agreed that:

• The Fees for the Subscription have been agreed on the basis that Metrix may change the Metrix System Requirements during the Subscription Term: and
• You will not have any right to a refund of any Fees, or other remedies if you are unable to use the Services because you do not comply with Requirements.      

7-Grant of License

You are granted a revocable (except in accordance with this Agreement), non-exclusive, limited, non-sublicensable and non-transferable license to use and access the Services subject to payment of the Fees, or from your initiation of the Strat Subscription tier. The license is personal to You and permits You (and Your Users) to use the Services, but only for your internal business purposes, and on a computer system that meets the privacy requirements.

You agreed not to modify, decompile, reverse-engineer, reproduce, duplicate, copy, sell, resell, adapt or exploit the Services. You agreed not to permit the third party to use or access the Services or to permit your Users to use the Services for the benefit of any third party. You agree not to use (or permit or enable any person to use) the Services for any unlawful, offensive, threatening, defamatory, pornographic, obscene, or other purpose violating anyone’s rights or in a manner which infringes the intellectual property rights of any person. You agree not to send, store or upload any “spam” or any malicious or harmful code or virus of malicious or destructive nature. 

You agree that Your Users may only comprise Your officers, employees, contractors and agents over which you retain management and control, and may not comprise the officers, employees, contractors and agents of any third party.

You agree that Metrix owns all rights, title and interest, including all intellectual property rights, in the Services and in all related collateral and materials, including domain names, company and business names, trademark, logo and goodwill.

8-Users

You may access and use the Subscription up to the number of devices specified on Your Order Form. The sharing of a User account by more than one person is not permitted. 

If you add a new device during Your Subscription Term, the device Fees will be increased accordingly.  The increase will be calculated using the ‘per-device-rate’ specified on Your Order Form. Additional devices will be contracted through the end of Your Subscription Term listed on Your Order Form. 

The number of devices cannot be decreased below the number listed on Your Order Form during Your Subscription Term. You are responsible for paying for all devices listed on Your Order Form for the entire Subscription Term, whether the devices are active or not.  

You are responsible for all activities occurring under Your device accounts, including Your Users’ compliance with these Terms. You indemnify Metrix for any loss, damage, cost or expense it suffers or incurs as a result of an act or omission of any of Your Users, or any other person using an account allocated to one of your Users. 

9-Subscription Tiers

You may upgrade your Subscription Tier at any time within the Subscription terms. Metrix will invoice you separately for the additional Subscription Fees applicable for the remainder of Your Subscription Terms. Those additional Subscription Fees are paid immediately and in full, unless Metrix agrees that they may be paid in monthly instalments. If your Subscription is financed (see Clause 29), the Fees for Additional Users are payable directly to Metrix and may not be covered by your financing arrangement.

10-Support & Maintenance

Metrix shall provide support during the Subscription Terms as described on the website; support offerings may change from time to time in accordance with clause 2 of this Agreement. 

Failure to maintain the System Requirements may preclude the Client from receiving technical support. 

Metrix support will be unavailable at times for routine maintenance, and unless notified and otherwise will be unavailable outside of Metrix’s standard support hours. 

Additional support will be charged at the standard hourly rate. 

11-Training

If You need to cancel a scheduled training with Metrix, You must notify Metrix as soon as possible. If You cancel training within a business day of the scheduled time, and/or if You cancel multiple scheduled training, You may be charged a cancellation fee. [If You schedule more than one training at a time, without the express approval of Metrix, then Metrix reserves the right to cancel the additional scheduled training]

12-Payment of Fees

You agree to provide us with a valid credit card or another payment method acceptable to us for payment of the Subscription Fee and the On-Boarding Fee. By providing us with your payment details, You expressly authorise us to charge You for all Fees incurred in connection with Your Subscription, including Auto-Renewal. 

You agree to update account and billing information within 5 days of any change to applicable payment information. If You update Your payment information, Metrix will charge the latest account provided by You and You represent that You have the legal right to use any payment account that You provide to Metrix. If You believe that charges to Your account are incorrect, You must notify Metrix in writing as soon as possible to request a credit or adjustment. 

Metrix will not increase the Fees during Your Current Subscription Terms, except where You add devices in accordance with Clause 5 or Change Subscription Tiers in accordance with Clause 9 above. 

13-Subscription Fees

You must pay the Subscription Fee on Your Order Form and according to the billing, and frequency stated on the Client Form. 

Subscription Fees may be increased at the end of Your Subscription Terms as a part of the Renewal of Your services. 

14-Onboarding Fee

The On-Boarding Pack Fee is a one-time fee that is payable for Metrix’s onboarding services, which may include personalised training, automation of precedents, software installation and setup systems. 

15-Taxes & GST

You shall be responsible for any and all taxes or any change imposed by government entities (other than the taxes on Metrix’x income). 

[Except where the Fees are expressly stated as being ‘GST inclusive’, all Fees are exclusive of any applicable GST.

If a party or Supplier makes a supply under or in connection with this agreement in respect of which GST is payable, the recipient of the supply (Recipient) must pay to the Supplier, an additional amount equal to the GST payable on the supply(GST Amount)

If one of the parties is entitled to be reimbursed for an expense or outgoing incurred in connection with this agreement, the amount of the reimbursement will be net of any input tax credit which may be claimed by the party being reimbursed in relation to the expense or outgoing.

If payment is calculated by reference to or as a specified percentage of another amount or revenue stream, that payment will be calculated by reference to or as a specified percentage of the amount of revenue stream exclusive of GST]

16-Suspension

Metrix reserves the right to suspend Your access to the services if Your account with Metrix or any Financer with whom You have Financing Arrangements (as described in Clause 30) and who has paid Fees to Mterix on Your behalf, becomes overdue. 

Metrix will provide overdue and suspension notifications to the Main Contact. You will receive a warning message indicating impending account suspension on or after thirty (30) days overdue. If your delinquency is not rectified within forty-five(45) days, Metrix reserves the right to suspend Your access to the Services until Your account is brought current.

17-Termination

Metrix may terminate Your Subscription immediately if You breach any of Your material obligations under these Terms and such breach is not capable of being cured or is not cured within 30 days of receipt of notice from Metrix. You agree that (without limitation) it will be a breach of Your material obligation if You use Services in breach of any law or in a manner that causes Metrix to be in breach of law, if You infringe Metrix’s intellectual property rights, or if through Your wrongful act or omission you create a risk to the Services or any other User of the Services.

Upon termination of Your Subscription, You must immediately cease all use of the Services. You agree that upon the termination of Your Subscription, we may immediately deactivate Your Services and may delete Your account. Metrix shall grant You access to the Services for 10 business days from the termination of Your Subscription for the sole purpose of permitting You to retrieve your data. 

In the event of termination of this Agreement, You agree to pay the balance due on Your Subscription (if any) and You agree that Metrix may charge such unpaid Fees to Your credit card, debit card or bank account as given on Your file. You may not unilaterally revoke prior consent authorising Metrix to charge the credit or debit card on file to avoid paying the balance due.  

18-Cessation of use

If You no longer wish to use the Services, You should provide written notice to Metrix at least 30 days prior to the expiry of Your Subscription term.

You must uninstall, delete and erase any or all copies of the Services from all of Your systems, extract any of Your data within 30 days of the end of the Subscription terms and take any or all steps necessary to ensure that neither You nor anyone through You (including Your Users) continues to have or use any part of the Services, and if requested confirm in writing that it has been completed. 

19-Access & Security

Each user of Metrix requires a unique User ID and password. Any additional User must have his or her own unique user ID or password. You must not or must ensure each of Your Users does not share a user ID with another person. You are responsible for the access, action, use, and data uploaded to the Services using a user ID allocated to You or any of Your Users. You are responsible for protecting the confidentiality of Your usernames and passwords to the Services, as well as maintaining the accuracy of personal information provided to Metrix. You are responsible for maintaining and implementing the procedures and policies to prevent any unauthorised access or use of usernames or passwords and must notify Metrix if a username or password has been stolen, lost or compromised. You must immediately notify Metrix about any unauthorised access. 

20-Client Data

You retain all ownership of all data that You (or any of Your Users) upload or import to, or generate from, the Services (Client Data). This includes (but is not limited to) documents, contacts and other entries. You acknowledge and agree that Metrix may need to access and view Client data to assist with Your queries, technical support request, training or other issues. Metrix will not access Your Client data without first advising You( or advising the request or issue), and will only access Client Data that is reasonably necessary to address or complete Your request or issues. 

To the extent that You give Metrix access to Client Data, Metrix shall treat Your data as confidential and will use and disclose it only in accordance with its Privacy Policy. 

Metrix reserves the right to provide Client Data to the third parties if required or compelled by law (including court orders or subpoenas) or direction of government authority or to comply with a request of law enforcement authorities in an investigation of a criminal or civil matter. Metrix shall provide You with notice of the legal process, to the extent allowed by law.

You are responsible for ensuring that You have all necessary rights or consents, including third-party privacy consents, to enable You to provide Client Data to Metrix and to permit Metrix to access and use the Client Data for the purpose of delivering the Services and otherwise in accordance with the Agreement (Client Consents). You indemnify Metrix for any loss, damages, costs and expenses. Metrix suffers or incurs as a result of Your failure to obtain (and maintain) Client Consent.  

21-Data Security

Metrix takes a number of organisational, technical and physical measures designed to protect Your Data, both during transmission and once we receive it. Those measures are described in our Security Policy which is available on the website.

22 Usage Data

Usage Data means data related to the use or operations of the Services, such as anonymous usage-related data, and technical data collected in connection with the use of Services. It does not include any of Your User data or Your Personal Information. Metrix reserves the right to collect, aggregate, monitor and use Usage Data to improve the functionality and performance and aid in the further development of Services.  

Also, any feedback, comments, recommendations, feature requests, ideas and suggestions for improvements to Metrix (“Feedback”) will be considered non-confidential and non-proprietary to You. All feedback shall be exclusively owned by Metrix. 

23-Liability

You acknowledge and agree that:

• We provide the Service to You subject only to the terms, conditions and warranties expressly contained within these Terms, and those imposed by Law which cannot be excluded;
• The Services have not been specifically designed or tailored for You, and that You are responsible for ensuring that the Services will meet Your Requirements and will achieve the results that You wish to achieve from the Use of the Services;
• Metrix does not guarantees that the Services will always function without disruption, delays and imperfections; and
• You are responsible for ensuring that You have the software, hardware or other systems or infrastructure required to access and use the Service, including by complying with the Metrix System requirements. 

You should be aware that certain guarantees may be conferred on You under the Australian Consumer Law. Nothing in this Agreement limits excludes or modifies any terms, warranties and guarantees that are conferred on You under the Australian Consumer Law and which it is unlawful under the Australian Consumer Law to exclude (Non- Excludable Terms).

If it is legally permitted to do so, where Metrix is liable for breach of any such Non-Excludable Term, then Metrix limits its liability to the following:

1. In the case of good, one or more of the following at Metrix’s discretion:
   1. The replacement of the goods or the supply of equivalent goods;
   2. The repair of the goods;
   3. The payment of the cost of replacing the goods or of acquiring equivalent goods; or
   4. The payment of having the goods repaired; and 
2. In the case of services:
   1. The supplying of the services again; or 
   2. The payment of the cost of having the Services supplied again.

Except to the extent of Metrix’s liability under a Non-Excludable term, and without limiting and excluding your obligation to pay the fees under this Agreement:

• Neither Metrix nor You should be liable to the other for any indirect, incidental, consequential, special, exemplary or punitive damages (including, without limitations, damage for the loss of the business profits, loss of revenue, loss of goodwill, loss of business opportunity, loss of data, work stoppage, computer failure and malfunction,) whether under a theory of contract, warranty, tort or otherwise, even if the other party has been notified of possible damages; and 
• In no event shall either party’s total aggregate and cumulative for any and all claims of any kind arising as result or of related to the Service provided, exceed the sum of the Fees actually paid by You for a period of one year immediately preceding the date the cause of action arose.

24-Force Majeure

Neither party shall be responsible for any interruption, delay, or other failures to perform any obligation under these terms (other than an obligation to pay the fees or other money) that cost by Force Majeure Event. Force Majeure Event shall mean Act of God, natural disasters (e.g. lightning, earthquake, storms and floods), wars, riots, explosions, terrorism, vandalism, civil unrest, government acts, pandemics (whether declared or undeclared and including restrictions imposed as a result of pandemics). Injunctions., failure of a telecommunication provider or Internet Service Provider; failure of third party suppliers, service providers, or vendors; and any other cause beyond the reasonable control of a party.  

25-Severability

If any provision of these Terms is held to be invalid or unenforceable, the provisions shall be modified and interpreted so as to best accomplish the objectives of the original provision as permitted by law, and the remaining provisions shall remain in full force and effect.

26-Choice of Law

These Terms and any dispute arising out of or in connection with these terms shall be governed by the construed under the Laws of Queensland. 

27-No Relationship

Nothing in these Terms shall be construed as creating a joint venture, partnership agency, employment, franchise or other relationship between You and Metrix. Neither party to these Terms shall have the right, power or authority to create any obligation or duty, express or implied, on behalf of the other party. 

28-Notices

You agree that we may provide You with any or all notices, statements and other communication to you through email, regular post or by recognised commercial carrier addressed to the address listed on the Agreement. 

You are responsible for providing Metrix with any changes or updates to Your contact information.

We will email Your nominated address for important Service announcements, including any Service changes ( as described in Clause 4) or changes to the minimum system requirements (as defined in Clause 5) (Operational emails). Operational emails are not for marketing purposes and cannot be opted out of. 

All notices of Metrix shall be made via email to Your nominated account manager, or other addresses notified by Metrix from time to time. 

29-Financing Agreements

If requested by You, Metrix may refer You to a third party credit provider (the financier) to enable You to submit an application to the financier for credit which, if approved, will be provided pursuant to a funding agreement between You and Financier (a Financing Agreement).

You acknowledge and agree that:

• While You may direct a Financier to pay Metrix on Your behalf, Your obligation to pay the agreed Fees to Metrix is independent of any Financing Agreement;
• Metrix may have an Agreement with Financier requiring Metrix to suspend Your Service, or take other reasonable actions if You fail to make payments to Your Financier;
• Metrix’x role in any Financing Arrangement is limited to referring You to a Financier and, in some cases, providing administrative assistance with the process of completing and submitting credit applications and related documents. Metrix is not a financial advisor, a credit provider or a credit broker. Metrix and its personnel cannot, and have not provided you with any financial advice or financial services in relation to funding arrangements. You should consider obtaining Your own independent legal, financial, taxation or other advice related to a Financing Arrangement to the extent You consider necessary or appropriate, and 
• Metrix does not represent or warrant that any credit application that You submitted will be accepted by the Financier, or result in Financing Arrangements. 

30-Disclaimer of Legal Advice

The Services may include

• Access to forms, precedents and other documents including automated documents that are accessed or generated through the Services (Precedent Documents); and 
• Prompts and reminders regarding potential deadlines, due dates and other requirements relating to business practice (Notifications).

However, the Precedent Documents and Notifications may not have been developed, designed and approved by a local practitioner and are not provided to You with any legal and professional opinions or endorsements of any kind. 

Accordingly, Metrix does not represent and warrant that any Precedent Documents, Notifications and other elements of the Services:

• Comply with, or reflect any applicable laws;
• Are suitable for Your particular use, objectives or circumstances; or 
• Are up to date or current.

You acknowledge and agree that:

• The Services are not a substitute for legal or other professional skills, judgement and experience, and should only be used under the supervision of qualified legal practitioners;
• The notifications may not be accurate or up-to-date, and You are responsible for validating (or ignoring) Notification based on Your own professional skill, judgement and experience;
• The Precedent Documents:
  • Are provided in the Services as a template for You to edit and change to suit Your circumstances, using Your own professional judgement, skills and experience;
  • May include technical inaccuracies or typography errors, and 
  • Do not necessarily reflect recent changes or industry practice.

31-Privacy & GDPR

Metrix may collect personal information in connection with the Services, That personal information will be treated in accordance with our Privacy Policy, which is available on the Metrix website.

From time to time Metrix may call and contact You about Your account, and receive calls from You. Metrix may record those calls and contacts, and store those records, in accordance with its Privacy Policy and subject to applicable laws. 

[Metrix does not offer any products or services to individuals located in the European Union (EU). However, where applicable, Metric complies with relevant requirements of the EU’s General Data Protection Regulator (GDPR) as a ‘data processor’].

32-Third Party Links

The Services may include links to or display content from third-party websites or integration to third party platforms that offer products and services (Third-Party Links). Third-party links are provided solely as a convenience for You. We attempt to select and provide Third-Party Links that we believe may be of use to You, but we do not warrant, endorse, or accept any liability for any Third-Party Links or any products or services offered through them. 

You acknowledge and agree that:

• The Third-Party Links are offered by Third Parties that include our related bodies corporate;
• We may receive financial or other benefits including commissions, as a result of making third Party Links available through the Services, or Your purchase of products and services through Third-Party Links;
•  We may remove or cancel a Third Party link, add a new Third-party Link, at any time; and 
• We are not responsible for the content and information in any Third Party links or any product or Services purchased using the Third Party links, make no representations or warranties regarding the Third-Party Links to You.

33-Useful Resources

Metrix Terms of Service are subject to change and can be accessed on our website.

• Security Policy
• License Agreement
• Privacy Policy