Please read them carefully.
These Terms are binding on any use of the Service and apply to You from the time that Catalyst Technologies provides You with access to the Service.
By registering to use the Service you acknowledge that You have read and understood these Terms and have the authority to act on behalf of any person for whom You are using the Service. You are deemed to have agreed to these Terms on behalf of any entity for whom you use the Service.
These Terms were last updated on 17 March 2020
“Access Fee” –means the monthly fee in Australian Dollars (excluding any taxes and duties) payable by You in accordance with the fee schedule set out on the Website (which Catalyst Technologies may change from time to time on notice to You).
“Confidential Information” – includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Service but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party.
“Data” – means any data inputted by You or with Your authority into the Website.
“Intellectual Property Right” – means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.
“Service” – means the CQCommand Crisis Management system made available (as may be changed or updated from time to time by Catalyst Technologies) via the Website.
“Website” – means the Internet site at the domain www.cqcommand.com or any other site operated by Catalyst Technologies.
“Catalyst Technologies” – means Catalyst Technologies Pty Limited which is a privately held company incorporated in Australia and any related entities.
“Invited User” – means any person or entity, other than the Subscriber, that uses the Service with the authorisation of the Subscriber from time to time.
“Subscriber” – means the person who registers to use the Service, and, where the context permits, includes any entity on whose behalf that person registers to use the Service.
“You” – means the Subscriber, and where the context permits, an Invited User. “Your” has a corresponding meaning.
Catalyst Technologies grants You the right to access and use the Service via the Website with the particular user roles available to You according to Your subscription type. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement. You acknowledge and agree that, subject to any applicable written agreement between the Subscriber and the Invited Users, or any other applicable laws:
3.0 YOUR OBLIGATIONS
3.1 Payment obligations
An invoice for the Access Fee will be issued each month starting one month from the date You added Your first organisation to Your Catalyst Technologies account. All invoices will include the Access Fee for the preceding period one month of use. Catalyst Technologies will continue to invoice You monthly until this Agreement is terminated in accordance with clause 8. All Catalyst Technologies invoices will be sent to You, or to a Billing Contact whose details are provided by You, by email. You must pay or arrange payment of all amounts specified in any invoice by the due date for payment and are payable within 14 days of the invoice date. You are responsible for payment of all taxes and duties in addition to the Access Fee.
3.2 General obligations
You must only use the Service and Website for Your own lawful internal business purposes, in accordance with these Terms and any notice sent by Catalyst Technologies or condition posted on the Website. You may use the Service and Website on behalf of others or in order to provide services to others but if You do so you must ensure that You are authorised to do so and that all persons for whom or to whom services are provided comply with and accept all terms of this Agreement that apply to You.
3.3 Access conditions
You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify Catalyst Technologies of any unauthorised use of Your passwords or any other breach of security and Catalyst Technologies will reset Your password and You must take all other actions that Catalyst Technologies reasonably deems necessary to maintain or enhance the security of Catalyst Technologies’ computing systems and networks and Your access to the Services.
As a condition of these Terms, when accessing and using the Services, You must:
3.4 Usage Limitations
Use of the Service may be subject to limitations, including but not limited to access and editable rights, number of user groups and the number of SMSs You are permitted to send in the Service. Any such limitations will be specified within the Service.
3.5 Communication Conditions
As a condition of these Terms, if You use any communication tools available through the Service or Website (such as any forum, chat room or message center), You agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Services, including (but not limited to): offers of goods or services for sale, unsolicited commercial e-mail, files that may damage any other person’s computing devices or software, content that may be offensive to any other users of the Services or the Website, or material in violation of any law (including material that is protected by copyright or trade secrets which You do not have the right to use). When You make any communication on the Website or in the Service, You represent that You are permitted to make such communication. Catalyst Technologies is under no obligation to ensure that the communications on the Website or in the Service are legitimate or that they are related only to the use of the Services. As with any other web-based system, You must exercise caution when using the communication tools available on the Website or in the Service. However, Catalyst Technologies does reserve the right to remove any communication at any time in its sole discretion.
You indemnify Catalyst Technologies against: all claims, costs, damage and loss arising from Your breach of any of these Terms or any obligation You may have to Catalyst Technologies, including (but not limited to) any costs relating to the recovery of any Access Fees that are due but have not been paid by You.
4.0 CONFIDENTIALITY AND PRIVACY
Unless the relevant party has the prior written consent of the other or unless required to do so by law:
4.1a Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms.
4.1b Each party’s obligations under this clause will survive termination of these Terms.
The provisions of clauses 4.1.a and 4.1.b shall not apply to any information which:
5.0 INTELLECTUAL PROPERTY
General: Title to, and all Intellectual Property Rights in the Services, the Website and any documentation relating to the Services remain the property of Catalyst Technologies (or its licensors).
5.1 Ownership of Data
Title to, and all Intellectual Property Rights in, the Data remain Your property. However, Your access to the Data is contingent on full payment of the Catalyst Technologies Access Fee when due. You grant Catalyst Technologies a licence to use, copy, transmit, store, and back-up Your information and Data for the purposes of enabling You to access and use the Services and for any other purpose related to provision of services to You.
5.2 Backup of Data
You must maintain copies of all Data inputted into the Service. Catalyst Technologies adheres to its best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but does not make any guarantees that there will be no loss of Data. Catalyst Technologies expressly excludes liability for any loss of Data no matter how caused.
5.3 Third-party applications and your Data.
If You enable third-party applications for use in conjunction with the Services, You acknowledge that Catalyst Technologies may allow the providers of those third-party applications to access Your Data as required for the interpretation of such third-party applications with the Services. Catalyst Technologies shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party application providers.
6.0 WARRANTIES AND ACKNOWLEDGEMENTS
You warrant that where You have registered to use the Service on behalf of another person, You have the authority to agree to these Terms on behalf of that person and agree that by registering to use the Service You bind the person on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms.
You acknowledge that
6.3 No warranties
Catalyst Technologies gives no warranty about the Services. Without limiting the foregoing, Catalyst Technologies does not warrant that the Services will meet Your requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.
6.4 Consumer guarantees
You warrant and represent that You are acquiring the right to access and use the Services for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Services, the Website or these Terms.
7.0 LIMITATION OF LIABILITY
To the maximum extent permitted by law, Catalyst Technologies excludes all liability and responsibility to You (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the Service or Website.
If You suffer loss or damage as a result of Catalyst Technologies’ negligence or failure to comply with these Terms, any claim by You against Catalyst Technologies arising from Catalyst Technologies’ negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Access Fees paid by You in the previous 12 months.
If You are not satisfied with the Service, Your sole and exclusive remedy is to terminate these Terms in accordance with Clause 8.
8.1 Trial policy
When You first sign up for access to the Services You can evaluate the Services under the defined 30 day trial usage conditions, with no obligation to continue to use the Services. If You choose to continue using the Services thereafter, You will be billed from the day You first added Your billing details into the Services. If You choose not to continue using the Services, You may delete Your organisation in the ‘My Profile’ section of the Services.
8.2 Prepaid Subscriptions
Catalyst Technologies will not provide any refund for any remaining prepaid period for a prepaid Access Fee subscription.
8.3 No-fault termination
These Terms will continue for the period covered by the Access Fee paid or payable under clause 3.1. At the end of each billing period these Terms will automatically continue for another period of the same duration as that period, provided You continue to pay the prescribed Access Fee when due, unless either party terminates these Terms by giving notice to the other party at least 30 days before the end of the relevant payment period. If You terminate these Terms You shall be liable to pay all relevant Access Fees on a pro-rata basis for each day of the then current period up to and including the day of termination of these Terms.
For the avoidance of doubt, if payment of any invoice for Access Fees due in relation to any of Your Billing Contacts, Billing Plans or any of Your Organisations (as defined at clause 3) is not made in full by the relevant due date, Catalyst Technologies may: suspend or terminate Your use of the Service, the authority for all or any of Your Organisations to use the Service, or Your rights of access to all or any Data.
8.5 Accrued Rights
Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement You will:
8.6 Expiry or termination
Clauses 3.1, 3.6, 4, 5, 6, 7, 8 and 10 survive the expiry or termination of these Terms.
9.0 HELP DESK
9.1 Technical Problems
In the case of technical problems, You must make all reasonable efforts to investigate and diagnose problems before contacting Catalyst Technologies. If You still need technical help, please check the support provided online by Catalyst Technologies on the Website or failing that email us at firstname.lastname@example.org
9.2 Service availability
Whilst Catalyst Technologies intends that the Services should be available 24 hours a day, seven days a week, it is possible that on occasions the Services or Website may be unavailable to permit maintenance or other development activity to take place. If for any reason Catalyst Technologies has to interrupt the Services for longer periods than Catalyst Technologies would normally expect, Catalyst Technologies will use reasonable endeavours to publish in advance details of such activity on the Website.
10.1 Entire agreement
If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.
10.4 No Assignment
You may not assign or transfer any rights to any other person without Catalyst Technologies, prior written consent.
10.5 Governing law and jurisdiction
This Agreement is governed by the laws of New South Wales, Australia, and You hereby submit to the exclusive jurisdiction of the courts of New South Wales, Australia for all disputes arising out of or in connection with this Agreement.
If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.
Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to Catalyst Technologies must be sent to email@example.com or to
any other email address notified by email to You by Catalyst Technologies. Notices to You will be sent to the email address which You provided when setting up Your access to the Service.
10.8 Rights of Third Parties
A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.