Subscription Terms

Subscription Terms

The following terms and conditions (“Terms”) apply when you, the customer (“you”) enter into an agreement with Restoke Pty Ltd ACN 636 328 553 (“Restoke”, “we”, “us”) for the use of its platform (“Platform”). 

  1. Your account and information you provide to us

We require that you create an account to make purchases and access the Platform.

Information about yourself that you provide to us when you sign up to or use the Platform is governed by our Privacy Policy, which explains our practices with respect to personal information. 

You must provide accurate information about yourself when you create an account and ensure that you update us if that information changes. You must ensure that your login details remain secure and confidential. You are responsible for any activity, including any purchases made, using your account.

You warrant that when you obtain a Subscription from us on behalf of a business or company, you have the right to do so on behalf of that business or company, and in such cases, acknowledge that such business or company shall be the “owner” of that account. 

  1.  Term and Fees

Your periodic licence to use the Platform (“Subscription”) begins when you have paid the first instalment of the applicable fees to commence the subscription (“Fees”). Your subscription continues for the period (monthly or yearly Subscription) selected by you upon sign-up.

Prior to the scheduled expiry of the then current Subscription period, we will endeavour to notify you that your Subscription is scheduled to renew unless you advise us, with not less than 7 days’ notice in writing, that you do not wish your subscription to so renew. If you do not provide us with such notice, we are entitled to consider that you have accepted renewing your Subscription for an equivalent period to the then applicable period (monthly or yearly, as the case may be) and you agree to be charged the applicable Fees. We do not provide refunds or credits after this point except as required by law. 

Fees may be updated from time to time with prospective effect only. 

In consideration of and subject to the payment by you of the Fees, we grant to you a non-exclusive, non-transferable and non-sublicensable licence to use the Platform strictly in accordance with these Terms for the period of your Subscription.

Fees are payable in advance using the methods that we notify you are acceptable from time to time. 

In addition to paying the Fees and any other amount payable under or in connection with these Terms (which is exclusive of GST), you will pay an amount equal to any GST payable for any supply by us in respect of which the Fees or other amount is payable under these Terms.

Depending on the tier level of your Subscription, there may be limits on the number of authorised users of the Platform for your account. You agree to comply with any such limits and must not permit or authorise a greater number of users to use the Platform than allowed under the terms of your Subscription. 

  1. Free trials 

If a Subscription is preceded by a free trial, we will either (depending on the circumstances and as advised in writing to you at the time of your trial): (a) email you at the end of the trial giving you the option to convert your free trial to a paid Subscription by paying the appropriate Fees or (b)email you 7 days prior to the scheduled end of the free trial or promotional period to remind you that the trial or period is coming to an end, and to give you an opportunity to cancel before the commencement of the paid period. If you do not cancel, we will bill you for the following period at the end of the free trial or promotional period, and your subsequent cancellation rights will be in accordance with these Terms. We will let you know which of these applies at the time you commence your free trial. 

  1. Your obligations

Other than for our obligation to give you access to, and enable you to use the Platform, if any consents (including consents for us to access, use, store and disclose any personal information as that term is defined under the Privacy Act 1988(Cth)) are required for us to provide the Platform to you, you must procure those consents for us. Other than as expressly permitted by these Terms, you shall not do or permit anything to be done in respect of the Platform. Without limiting the preceding sentence, you must not:

  1. sell, rent, lease, sub-license or transfer or distribute any copies of the Platform (or any of our materials thereon) to, or permit the use of same by, persons other than you/your organisation;
  2. reproduce, modify or adapt the Platform (or any of our materials thereon) or creative any derivative works based thereon or any accompanying documentation we provide (“Documentation”);
  3. de-compile, disassemble or otherwise reverse engineer the Platform or permit any third party to do so;
  4. directly or indirectly do anything that would or might invalidate or put into dispute our title in and to the Platform and Documentation; 
  5. use the Platform or Documentation for the purpose of building a similar or competitive product or service; or
  6. allow unauthorised third parties to access the Platform.

You agree not to make or permit any use of the Platform in a way which is unacceptable. Use is unacceptable if:

  1. it involves anything which is false, defamatory, harassing or obscene; 
  2. it involves sending of unsolicited electronic messages contrary to spam legislation;
  3. it would involve the contravention of any person’s rights, including intellectual property rights or rights under privacy laws; 
  4. it may offend any other laws;
  5. it may damage our reputation, or the goodwill or other rights associated with the Platform; or
  6. it may otherwise be regarded by us, on reasonable grounds, to be unacceptable (we may from time to time notify you of circumstances which it regards as unacceptable). 

Further, you must not, in using the Platform or otherwise interacting with us and our personnel, engage in any conduct constituting harassment, bullying or dishonesty. 

You may not use the Platform contrary to any standard operating procedures that may be notified in writing in advance by us. 

You must supervise and control the use of the Platform in accordance with these terms and must ensure that all users, employees, sub-contractors and other agents who have authorised access to the Platform are made aware of the relevant terms and conditions of use. 

  1. Customer Data

In these Terms, “Customer Data” means the data, information and materials which you input in to the Platform for the purpose of your use of the Platform (and includes, without limitation, where applicable, a reference to such data about your own customers, clients, suppliers).

Customer Data is (as between us and you) is owned by you.

You have the sole responsibility for the accuracy, quality, integrity, legal compliance, reliability, appropriateness and rights ownership in all Customer Data. You agree that the Platform does not detect faulty or aberrant input data, nor errors caused or data created through use of third party integrations/ APIs and does not take into account all of the matters that should be considered in decision making regarding matters of relevance to Customer Data or your business. You agree that you will not make or permit any access to or use of the Platform unless you have in place appropriate strategies, in addition to (and not reliant on) your use of the Platform to manage all risks relevant to your business.

You agree to provide any information, and to obtain any consents, relevant to your use of the Platform, including those that may be required under any privacy laws (including the Privacy Act 1988 (Cth) in relation to the collection, use, disclosure and storage of personal information of any individual whose personal information may be included in Customer Data.

  1. Intellectual Property 

Restoke and its licensors exclusively own all rights, title, and interest in the copyright (including rights in derivative works), moral rights, trade marks, logos and designs, trade secrets, and other intellectual property embodied by, or contained in the Platform and Documentation (collectively, “Restoke IP”). All rights in Restoke IP not expressly granted to you in these Terms are reserved.

Subject to the above, you retain all intellectual property rights in Customer Data and materials and content that you upload or otherwise use in connection with the Platform. You license it to us to the extent necessary for us to provide the Platform to you.

You may choose to, or we may invite you to submit comments or ideas about improvements to us or our products or services (“Ideas”). If you submit an Idea to us, we will assume that your submission was voluntary, unsolicited by us, and delivered to us without any restrictions on our use of the Idea. You also agree that we have no fiduciary or any other obligation to you in connection with any Idea you submit to us, and that we are free to use your Ideas without any attribution or compensation to you.

  1. Products, Content and Specifications

Specific features, content, specifications, products and prices of products and services described or depicted at our website or in other promotional material are subject to change. The inclusion of any products or services at our website or in other promotional material at a particular time does not imply or guarantee that these products or services will continue to be available at any time.

  1. Support

We will provide support for the Platform, including by fixing bugs from time to time, updating the Platform from time to time, and providing an AI chat troubleshooting facility. 

You acknowledge that the Platform is not guaranteed to be error or defect free and that the existence of any error or defect will not of itself constitute a breach of these Terms.

We shall only be obliged to support the Platform by providing advice, training, error correction, modifications, updates, new releases or enhancements or otherwise to the extent only specified in these terms.

The support services required to be provided under these Terms do not include: 

  1. correction of errors or defects caused by operation of the Platform in a manner other than would be reasonably be contemplated by us;
  1. correction of errors or defects caused by modification, revision, variation, translation or alteration of the Platform not authorised by us;
  2. correction of errors or defects caused by the use of the Platform by a person not authorised by us;
  3. correction of errors caused in whole or in part by the use of computer programs other than the Platform;
  4. correction of errors caused by your failure to provide suitably qualified and adequately trained operating and programming staff for the operation of the Platform;
  5. training of operating or programming staff; 
  6. rectification of operator errors;
  7. rectification of errors caused by an equipment fault;
  8. equipment maintenance;
  9. diagnosis or rectification of faults not associated with the Platform; 
  10. furnishing or maintenance of accessories, attachments, supplies, consumables or associated items, whether or not manufactured or distributed by us;
  11. correction of errors arising directly or indirectly out of your failure to comply with these Terms or any other agreement with us; or
  12. correction of errors or defects which are the subject of a warranty under another agreement. 
  1. Disclaimers

We do not claim, and we cannot guarantee that the Platform or any of its components is or will be appropriate for any location or jurisdiction outside Australia or comply with the laws of any location or jurisdiction outside Australia.

The Platform incorporates use of AI technology chat facilities provided for assistance purposes. We cannot guarantee the accuracy or reliability of any output from such facilities, and you use these at your own risk. 

To the extent permissible at law, and subject to any other express terms herein, we provide the Platform on an “as is” and “as available”, without any express or implied warranties of title, merchantability, fitness for a particular purpose, non-infringement, or any other type of condition, warranty or guarantee. No data, documentation or any other information provided by us or obtained by you from or through the Platform whether from us or another entity, and whether oral or written – creates or implies any warranty from us to you.

We disclaim any knowledge of, and do not guarantee: (a) the accuracy, reliability, or correctness of any data provided through the Platform; (b) that the Platform will meet your specific needs or requirements; (c) that the Platform will be available at any particular time or location, or will function in an uninterrupted manner or be secure; (d) that we will correct any defects or errors in the Platform; or (e) that the Platform is free of viruses or other harmful code. 

To the extent permissible at law, use of data, products or services that you access, purchase or download through the Platform is at your own risk – you are solely responsible for any damage to your property, loss of data, or any other loss that results from such access, purchase or download.

Nothing in these Terms operates to exclude, restrict or modify the application of any implied condition, warranty or guarantee, or the exercise of any right or remedy, or the imposition of any liability under law to the extent that doing so would: (a) contravene that law; or (b) cause any term of these Terms to be void.

  1. Termination

You may terminate your subscription immediately by notice in writing to us if:

  1. We are in breach of any term of these Terms and such breach is not remedied within seven (7) days of notification by you;
  2. We threaten or resolve to become or are in jeopardy of becoming subject to any form of insolvency administration; or
  3. We cease or threaten to cease conducting our business in the normal manner.

We may terminate these Terms and your subscription immediately by notice in writing if:

  1. You are in breach of any of these Terms and such breach is not remedied within seven (7) days of notification by us;
  2. You become, threaten or resolve to become or is in jeopardy of becoming subject to any form of insolvency administration;
  3. you, being a partnership, dissolves, threatens or resolves to dissolve or is in jeopardy of dissolving; or
  4. you cease or threaten to cease conducting your business in the normal manner.

If notice is given to you pursuant to this clause, we may, in addition to terminating the Subscription:

  1. terminate your access to the Platform;
  2. retain any moneys paid;
  3. charge a reasonable sum for work performed in respect of which work no sum has been previously charged (if applicable);
  4. be regarded as discharged from any further obligations under these Terms; and
  5. pursue any additional or alternative remedies provided by law. 

You agree that on expiry or termination of your Subscription for any reason, all of your rights in respect of the Platform (including your right to access it) shall end.

  1. Limitation of liability

Subject to the below, any condition or warranty which would otherwise be implied in these Terms or in relation to the Platform or any services provided hereunder is hereby excluded.

Except as set out herein, where legislation implies in these Terms any condition or warranty, and that legislation avoids or prohibits provisions in a contract excluding or modifying the Platform of or exercise of or liability under such condition or warranty, the condition or warranty shall be deemed to be included in these Terms. However, our liability for any breach of such condition or warranty shall be limited, to the extent permissible at law, at our option, to one or more of the following:

  1. if the breach relates to goods:some text
    1. the replacement of the goods or the supply of equivalent goods;
    2. the repair of such goods;
  2. the payment of the cost of replacing the goods or of acquiring equivalent goods; or
  3. the payment of the cost of having the goods repaired; and 
  4. if the breach relates to services: some text
    1. the supplying of the services again; or
    2. the payment of the cost of having the services supplied again. 

Except as required by law, under no circumstances will we be responsible or liable to you for any direct, indirect, punitive, incidental, special, consequential, or exemplary damages resulting from your use or inability to use the Platform or for the unavailability of the Platform, or for lost profits, personal injury, or property damage, or for any other damages arising out of, in connection with, or relating to these Terms or your use of the Platform, even if such damages are foreseeable, and whether or not you or we have been advised of the possibility of such damages. To the extent permissible at law, we shall not be liable, and deny responsibility for, any damage, harm, or losses to you arising from or relating to hacking, tampering, or other unauthorised access or use of the Platform or your failure to use or implement anti-fraud measures, security controls, or any other data security measure. We deny all liability for damage caused to you or others by; (a) your access or use of the Platform in a manner inconsistent with our instructions or these Terms; (b) any unauthorised access of servers, infrastructure, or data used in connection with the Platform; (c) any bugs, viruses, or other harmful code that may be transmitted to or through the Platform; (d) any errors, inaccuracies, omissions, or losses in or to any data provided by you to us; (e) third-party content provided by you; or (f) the defamatory, offensive, or illegal conduct of others.

These limitations on our liability to you will apply regardless of the legal theory on which your claim is based, including contract, tort (including negligence), strict liability, or any other theory or basis.

We agree that you shall not be liable to us for any indirect, special or consequential loss or damage. 

  1. Use of your logos etc

You agree that we may (at our website and in any other medium including press and social media) reproduce and use your name and logos for reasonable portfolio purposes to indicate that you are or have been our customer.

  1. Applicable law

The laws of the state of Victoria, Australia, without regard to principles of conflict of laws, will govern these Terms of Use and any dispute of any sort that might arise between you and us. The courts of Victoria, Australia shall have exclusive jurisdiction to hear any disputes. 

  1. Modification 

We have the right to change or add to the terms of these Terms of Use at any time, solely with prospective effect, and to change, delete, discontinue, or impose conditions on use of the Platform by posting such changes on our website. You can access a copy of the current version of these Terms of Use on our website at any time. You can find out when these Terms of Use were last changed by checking the “Last updated” date at the top of the page.

Latest update: 29 April 2024