1. Introduction

These Terms of Use (the “Agreement”) govern your access to and use of our Services. It is essential to read this Agreement carefully, as it outlines the terms and conditions that apply to your use of our software, documents, and related services provided by Metrix.

 

By accessing or using our Services, you agree to comply with and be bound by this Agreement. If you do not agree with these terms, please do not use our Services.

2. Definitions

 

Organization Details	The document titled ‘Organization Details’(or any replacement form used by Metrix from time to time) submitted or agreed by you as part of the ordering process for Services and that sets out details about you, the Services you have ordered and other relevant matters.
Fees	This means the Subscription Fees, the onboarding fee, and any other charges you pay under this agreement.
Organization Contact	Serves as the dedicated individual and corresponding email address for each client that will receive the Operational Emails to be utilised for important service announcements or any changes to our Terms, License Agreement, Security Policy or Privacy Policy
Order Form	This means the most recent Client Form or Renewal Form submitted or agreed upon by you.
Renewal Form	This means the document titled “Renewal Form” (or any replacement form used by Metrix from time to time) submitted or agreed upon by You as a part of the renewal of your subscription.
Auto Renew	This means your subscription will Automatically Renew for successive annual terms unless we discontinue your Subscription or You provide us with the written “non-renewal” at least 30 days before the expiration of the current Subscription.
Effective Date	Refers to the date the Client Order Form is executed by both you and Metrix or the date of the Renewal Order Form for the new Subscription Terms to be practical. For Clients using the Start Subscription Tier, this is the date the Subscription was initiated.
Renewal Date	Refers to the day immediately following the expiration of your current Subscription Terms.
Services	Means any software, document or service provided by Metrix.
Subscription	This means your right to access and use the Service for a specified term following this Agreement.
Subscription Term	This means the terms of Your Subscription, which is twelve (12) months from the execution date of Your Order Form, as otherwise specified on your Order Form, or from an auto-renewal. For Clients using the Start Subscription Tier, the start date of the Subscription Term will begin when the Start Tier subscription is initiated.
Subscription Tier	Means the Tier of Subscription offered by Metrix. Unless indicated on your Order Form or Renewal Order Form, the Subscription can be accessed via a provided URL.
Users	This means Your Officers, Employees, Contractors and Agents that you authorise to use any of the Metrix Services.
You and Yours	Means the Client detailed on the Order Form.

 

3. Subscription Term

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

• The fees have been decided 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): 
• Suppose we have decided that you may pay the Subscription Fee in periodic instalments. In that case, 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

Before 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.

 

Any renewal or extension terms 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, you must notify us at least 30 days before the expiry of your Subscription Terms (the Notification date). If we intend to discontinue our Service to You, we will notify you before 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. If you have increased Your asset number above the number reflected on Your most recent Order Form, the asset count for your new Subscription Terms will be the number of assets 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 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 occasionally update, change or amend these Terms and 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 material benefit of the Services or these Terms. 

 

6. Metrix System Requirements

You are responsible for complying with the System Requirements throughout Your Subscription Term. 

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 a later time specified by Metrix. 

You agreed that:

• The Fees for the Subscription have been decided 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 cannot use the Services because you do not comply with the Requirements.      

 

7. Grant of License

You are granted a revocable (except under this Agreement), non-exclusive, limited, non-sublicensable and non-transferable license to use and access the software subject to payment of the Fees from your initiation of the Subscription. The license is personal to your organization 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 decided not to permit the third party to use or access the Services or to allow 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 that 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 a 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 include any third party’s officers, employees, contractors and agents.

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

 

8. Users

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

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

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

You are responsible for all activities 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 due to 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. 

Please maintain the System Requirements to ensure you receive technical support. 

Metrix support will sometimes be unavailable for routine maintenance unless notified and otherwise 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, notify Metrix as soon as possible. If You cancel training within a business day of the scheduled time or if You cancel multiple scheduled training, You may be charged a cancellation fee. [If you plan 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 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 five 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 assets 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 / Set Up Fee,

The Set Up On-Boarding Fee, is a one-time fee 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 all taxes or any change imposed by government entities (other than the taxes on Metrix’s 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)

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

Suppose payment is calculated by reference to or as a specified percentage of another amount or revenue stream. In that case, that payment will be calculated by reference to or as a fixed 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 Metrix 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 overdue thirty (30) days. 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 current.

 

17. Termination

Metrix may terminate Your Subscription immediately if You breach any of Your material obligations under these Terms, and such breach cannot be cured or 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 violation 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 using the Services. You agree that upon the termination of Your Subscription, we may immediately deactivate Your Services and delete Your account. Metrix shall grant You access to the Services for ten business days from the termination of Your Subscription to permit 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 before 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 their 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 and 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. You must notify Metrix if a username or password has been stolen, lost or compromised. You must immediately inform Metrix about any unauthorised access. 

 

20. Client Data

You retain all ownership of all data that You (or any of Your Users) upload, 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 requests, 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 following our 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 notify You of the legal process to the extent law allows.

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 to deliver 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 due to Your failure to obtain (and maintain) Client Consent.

 

21. Data Security

Metrix takes several 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 help 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 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 guarantee 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 contracts that are granted to 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 
   5. In the case of services:
   6. The supplying of the services again; or 
   7. 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 arising as a result or related to the Service provided exceed the sum of the Fees paid by You for 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 additional money) that cost by Force Majeure Event. Force Majeure Event shall mean an 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 a party’s reasonable control.  

 

25. Severability

Suppose any provision of these Terms is held to be invalid or unenforceable. In that case, the requirements shall be modified and interpreted to accomplish the objectives of the original provision best 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 through email, regular post or by a 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 modifications 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 Metrix notices shall be emailed to Your nominated account manager or other addresses notified by Metrix occasionally. 

 

29. Financing Agreements

If requested by You, Metrix may refer You to a third-party credit provider (the financier) to enable You to apply to the financier for credit, which, if approved, will be provided according to a funding agreement between You and the 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 the 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 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 concerning funding arrangements. You should consider obtaining Your own independent legal, financial, taxation or other guidance related to a Financing Arrangement to the extent You consider necessary or appropriate and 
• Metrix does not represent or warrant that any credit application 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;
  • This 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 per its Privacy Policy and subject to applicable laws. 

 

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 deliver Third-Party Links that we believe may be useful to You. Still, we do not warrant, endorse, or accept any liability for any Third-Party Links or any products or services they offer. 

You acknowledge and agree that:

• The Third-Party Links are offered by Third Parties that include our related corporate bodies;
• 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, and we make no representations or warranties regarding the Third-Party Links to You.