TERMS OF SERVICE – MoBusiness
1. Parties & Acceptance
These Terms of Service (“Agreement”) govern your access to and use of the product, services, software, onboarding material and documentation supplied by MoBusiness (the “Provider”, “we”, “us”). By clicking “I Agree”, checking the relevant box, registering for or using the product or services, you (“Customer”, “you”) accept, on behalf of yourself and/or your organisation, this Agreement. If you do not accept, you must not access or use the product or services.
2. Definitions
Product means the core offering under MoBusiness: the software, platform, application (as applicable), together with any features, modules, updates and associated onboarding or training assets. Services means any onboarding, training, consultancy, support, implementation, host/maintenance or other services we provide to you in connection with the Product. Software means any code, library, module, application or tool we supply or make available under license, whether for internal business use by you or as part of the Product. Documentation means any user manuals, technical guides, training materials, help files, onboarding guides or other documentation provided by us for the Product and/or Services. Order means your purchase order, subscription form, statement of work, engagement letter or other order document specifying scope, fees, deliverables, schedule and other specific terms. Confidential Information means information marked as confidential or that by its nature ought to be understood to be confidential, including but not limited to business processes, pricing, methods, customer data, source code, algorithms, templates, and other proprietary or sensitive information. Customer Data means all data, information, files, content, and materials (including Customer IP) that you or your users submit, provide, or make available to the Product or Services.
3. Trial or Free Tier Terms
3.1 If you register for a free trial or non-fee-paying version of the Product or Services (“Trial”), we will make the Trial available to you until the earlier of: (a) the Trial end date specified; or (b) the commencement date of any paid subscription. 3.2 Notwithstanding any other clause, Trials are provided “as is” without any express or implied warranty, indemnity, or service level commitment. We may modify or terminate a Trial at any time without notice. We are not liable for any damages arising out of or in connection with your use of a Trial.
4. Scope of the Product & Services
4.1 We will deliver the Product and/or Services as specified in the relevant Order. Unless the Order states otherwise, we do not guarantee any specific business outcome, increased revenue, user-adoption level or similar. If you require a specific outcome (for example, “X new users onboarded by date Y”, or “reduction in manual hours by Z”), this should be clearly set out in the Order. 4.2 You agree to provide all reasonable assistance, cooperation, access, data, and information we reasonably require to provide the Product or Services. If you fail to do so, we may suspend performance until you fulfil those obligations.
5. Fees and Payment
5.1 You agree to pay the fees set out in the Order according to the payment terms. 5.2 If payment is not made by the due date, we may suspend or terminate your access to the Product and/or Services (after giving notice) and you remain liable for all unpaid fees. 5.3 Unless stated otherwise, fees are expressed exclusive of Goods & Services Tax (GST) (if applicable). You will pay any applicable GST or other taxes in addition. 5.4 We may review and increase fees periodically (for example annually). We will provide written notice to you at least [30] days in advance of any fee increase. If you do not agree to the increase, you may terminate the Agreement in accordance with clause 6.2.
6. Term and Termination
6.1 This Agreement commences on the date you accept it and continues until terminated under clause 6.2 or 6.3. 6.2 Either party may terminate this Agreement for convenience by giving [30] days’ prior written notice (or such other period as specified in the Order). 6.3 Either party may terminate immediately by written notice if the other party: (a) is in material breach of the Agreement and fails to remedy the breach within 14 days of notice; or (b) becomes insolvent, enters into administration, is wound up or otherwise ceases business. 6.4 Upon termination you must pay all fees accrued and any work-in-progress. You must cease using any licensed Software or Services. 6.5 Post-Termination Data Access and Export. Following the effective date of termination, we will retain your Customer Data for a period of [30] days. During this period, and upon your written request, we will provide you with a copy of your Customer Data in a standard export format (e.g., CSV or standard database backup) for a reasonable fee, unless termination was due to your material breach. After this [30] day period, we may delete or otherwise render inaccessible any Customer Data in our possession or control, unless otherwise specified in the Order or our Privacy Policy. 6.6 Clauses which by their nature survive termination (for example, intellectual property rights/licences, confidentiality, limitation of liability, indemnities) will continue.
7. Intellectual Property & Licence
7.1 We retain all rights, title and interest in and to the Product (excluding any Customer IP), the Software, Documentation, templates, configurations, tools and any derivative works created by us (the “Provider IP”), unless the Order expressly assigns rights otherwise. 7.2 We grant you a non-exclusive, non-transferable (unless agreed), revocable licence to use the Software and Documentation solely for your internal business purposes, in accordance with this Agreement and the licence terms in the Order. 7.3 Customer Data and IP. You retain ownership of all Customer Data, input materials, models or custom assets you provide to us (the “Customer IP”). You grant us a non-exclusive, worldwide, royalty-free licence to use, reproduce, modify, adapt, publish, and display the Customer Data solely for the purpose of performing the Services and providing the Product under this Agreement. 7.4 You warrant that you have full rights to provide any Customer Data/IP to us, and its use by us in delivery of the Product and/or Services does not infringe any third-party rights. 7.5 If any part of the Software is provided under an open-source licence (such as the MIT License), the terms of that open-source licence apply in addition to this Agreement for that specific component, and the disclaimer in clause 21 applies to your use of that component. 7.6 Feedback and Improvements. You grant us a worldwide, perpetual, irrevocable, royalty-free licence to use and incorporate into the Product and/or Services any suggestion, enhancement request, recommendation, correction, or other feedback provided by you or your users, without any obligation of compensation.
8. Acceptable Use / Prohibited Conduct
8.1 You shall not (and shall ensure your users do not): (a) Use the Product or Services for any unlawful, illegal, harmful, or fraudulent purpose. (b) Copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Product or Software. (c) Reverse compile, disassemble, reverse engineer or otherwise attempt to derive the source code of the Product or Software (except as permitted by law, e.g., clause 7.5, or for the purpose of achieving interoperability). (d) Access the Product or Services in order to build a competitive product or service or copy any features, functions, or graphics. (e) Use the Product or Services to store or transmit infringing, libellous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights. (f) Interfere with or disrupt the integrity or performance of the Product or third-party data contained therein. 8.2 We reserve the right, without liability or prejudice to our other rights, to disable your access to any material that breaches this clause 8.
9. Third-Party Services / Dependencies
9.1 The Product may contain features or functionality that interoperate with third-party services or software. We make no warranty and disclaim all liability with respect to any such third-party services, and your use of them is subject to their own terms and conditions. 9.2 If your use of the Product or Services depends on certain third-party services, we will not be responsible for any unavailability of the Product or Services caused by the unavailability or failure of those third-party services.
10. Service Level & Maintenance
10.1 Service Availability. We will use commercially reasonable efforts to make the Product available with an uptime of [e.g., 99.5%] during each calendar month, excluding scheduled maintenance. Specific Service Level Agreements (SLAs), if any, will be set out in the Order. 10.2 Scheduled Maintenance. We may perform planned maintenance during scheduled maintenance windows, which we will notify you of in advance. We will use reasonable efforts to minimise the impact of maintenance. 10.3 Support. We will provide technical support as outlined in the Order or our standard support policy (if any).
11. Confidentiality
Each party must keep the other’s Confidential Information strictly confidential and only use it for performance of the Agreement. Confidential Information does not include information which is publicly known (other than by breach of this Agreement), independently developed, or required by law to be disclosed. These confidentiality obligations survive termination of the Agreement for a period of [three] years (or as otherwise required under applicable law or contract).
12. Privacy, Data Protection, and Security
12.1 We will handle any personal information in accordance with our Privacy Policy and applicable Australian privacy laws (including the Privacy Act 1988 (Cth)). 12.2 You agree that we may collect, store and process Customer Data you supply for the purposes of delivering the Product and/or Services. You warrant that your collection, supply or transfer of Customer Data to us is compliant with applicable privacy law (including any required consents). If Customer Data is transferred cross-border, you will comply with required laws or obtain necessary consents. 12.3 Data Security & Incident Response. We will implement and maintain reasonable technical and organisational security measures designed to protect Customer Data against accidental or unlawful loss, alteration, unauthorised disclosure or access. In the event of a data breach affecting your Customer Data, we will notify you without undue delay and cooperate with you in investigating and resolving the incident in accordance with our legal obligations. 12.4 Regulatory Compliance & Audit Rights. If you are a regulated entity or a government agency, we will cooperate with your reasonable requests to demonstrate compliance with relevant government or industry-specific security standards, including reasonable audit rights as set out in the Order or a separate agreement. 12.5 Subcontractors. We may subcontract the processing of Customer Data or the provision of Services provided equivalent protections apply and we remain responsible for the subcontractor’s compliance with our obligations under this Agreement.
13. Warranties, Disclaimers & Consumer Guarantees
13.1 We warrant that we will perform the Services (if any) with due care and skill. 13.2 Except for the warranty in clause 13.1, to the extent permitted by law, the Product, Software and Services are provided “as is”, and we disclaim all other warranties — including any implied warranties of merchantability, fitness for a particular purpose or non-infringement. 13.3 Australian Consumer Law. To the extent the Australian Consumer Law (ACL) applies to you, nothing in this Agreement excludes, restricts or modifies consumer rights or guarantees you cannot contract out of, including the guarantees as to fitness for purpose, acceptable quality, and that services will be supplied with due care and skill. 13.4 You acknowledge you are not relying on any representation not expressly set out in this Agreement.
14. Limitation of Liability
14.1 Subject to clause 13.3 and applicable law, our total aggregate liability for all claims arising under or in connection with this Agreement is limited to the fees you have paid to us under the Order in the [12-month] period preceding the claim (or such other limit as specified in the Order). 14.2 In no event will we be liable for any indirect, special, incidental or consequential loss (including loss of profits, business interruption, or data loss). 14.3 Nothing in this Agreement excludes or limits liability for death or personal injury caused by our negligence, fraud, or any liability which cannot be excluded under law. 14.4 If you are a “small business” (as defined in the unfair contract terms regime under the ACL), this clause is subject to the protections afforded to you.
15. Indemnity
You agree to indemnify and hold us harmless from and against all liabilities, damages, costs and expenses arising from your: (a) breach of this Agreement; (b) infringement of any third-party rights due to your use of the Product/Software; or (c) negligence or wilful misconduct of your employees, contractors or agents in use of the Product or Services.
16. Force Majeure
Neither party will be liable for any delay or failure in performance of any obligation under this Agreement (other than an obligation to pay money) if the delay or failure is due to an event beyond the reasonable control of the performing party, including acts of God, war, terrorism, government restrictions, labour disputes, natural disasters, failure of a third-party utility or common carrier, or cyber-attacks. The affected party will notify the other party promptly and use reasonable efforts to mitigate the effect of the Force Majeure event.
17. Modification of Product & Terms
17.1 We may from time to time modify, update or discontinue (temporarily or permanently) the Product, Software or Services (or parts thereof), with reasonable notice (unless immediate action required for security, compliance or risk-mitigation). 17.2 Variation of Terms and Fees. We may revise these Terms by posting an updated version on our website and/or notifying you. The updated version takes effect from the date specified, which will be at least [30] days after notice for material changes that reduce your rights or increase your obligations (unless the change is required by law). Your continued use after that date constitutes acceptance of the new Terms. We will not retrospectively vary terms or fees already agreed upon in an Order. 17.3 We may provide updates, bug-fixes, and enhancements to the Software, and you agree to receive these.
18. Governing Law & Jurisdiction
This Agreement is governed by the laws of Queensland, Australia. Each party submits to the non-exclusive jurisdiction of the courts of Queensland and the Commonwealth of Australia.
19. Dispute Resolution
If a dispute arises out of or in connection with this Agreement, you must give us written notice identifying the dispute. The parties agree to attempt to resolve the matter via mediation (or other agreed alternative dispute resolution) before commencing formal legal proceedings.
20. General
20.1 This Agreement constitutes the entire understanding between you and us concerning the Product and/or Services and supersedes all prior discussions or proposals. 20.2 If any clause (or part thereof) is found invalid or unenforceable, that clause will be severed and the remainder of the Agreement will remain in full force. 20.3 Assignment. Neither party may assign or transfer its rights or obligations under this Agreement without the other party’s prior written consent, except that either party may assign this Agreement in its entirety to an Affiliate or in connection with a merger, acquisition, corporate reorganisation, or sale of substantially all of its assets. 20.4 You acknowledge that you have had the opportunity (or been encouraged) to obtain independent legal advice before accepting this Agreement. 20.5 Export Controls. You agree to comply with all applicable export and import control laws and regulations, including those of Australia, and you warrant that you are not located in a country that is subject to applicable Australian or international export restrictions.
21. Open-Source Software Disclaimer
21.1 You acknowledge that the Product may include certain software components licensed under open-source licences (e.g., MIT, Apache). These components are provided “AS IS”, without warranty of any kind, express or implied, including but not limited to the warranties of merchantability, fitness for a particular purpose and non-infringement. 21.2 In no event shall the authors or copyright holders of such components be liable for any claim, damages or other liability, whether in an action of contract, tort or otherwise, arising from, out of or in connection with the use or other dealings in the software.