Terms of Service

Welcome to Service-Improvement.com, a comprehensive quality management software service provided by Solisma. These Terms of Service are intended to explain our obligations to you as the service provider and your obligations as a customer. Please read them carefully.

These Terms are binding on any use of the Service and apply to You from the time that Solisma or an Authorised Reseller or Authorised Partner provides You with access to the Service. Solisma reserves the right to change these terms at any time, effective upon the posting of modified terms on the Website. It is likely the terms of use will change over time. It is Your obligation to ensure that You have read, understood and agree to the most recent terms available on the Website.

By registering to use the Service you acknowledge that You are over the age of 18 years, 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.

1. DEFINITIONS

“Agreement” means these Terms of Service. “Terms” has a corresponding meaning.

“Access Fee” means the monthly fee, excluding any taxes and duties, payable by You in accordance with the fee schedule set out on the Website (which Solisma may change from time to time on notice to You) or by your Authorised Reseller or Authorised Partner. “Subscription Fee” has a corresponding meaning.

“Authorised Reseller” and “Authorised Partner” means a reseller or partner that has been authorised by Solisma to provide access to the Service to You.

“Billing Contact” means additional contacts provided by You for the purposes of making payment of Access Fees or Prepaid Subscriptions

“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 submitted 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.

“Prepaid Subscription” means up-front payment of Access Fees for a period of more than 1 month (usually 12 months), including any discounts that may be applicable to the Prepaid Subscription.

“Service” means the Service Improvement Manager online service made available (as may be changed or updated from time to time by Solisma) via the Website.

“Service Plan” means the level of access granted to use the Service in accordance with the Access Fee amount paid.

“Solisma” means Solisma Pty. Ltd. with its head office located at Level 6, 167 Queen Street, Melbourne VIC 3000, Australia (ABN: 15 108 151 837), including its successors and assigns.

“Users” means individual persons authorised by You to access Your Service and the Data, whether they are Your customer, peer, colleague or a staff member working in the same organisation as You.

“Website” means the Internet site at the domain service-improvement.com including all sub-domains, or any other site operated by Solisma.

“You” 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, and any person or organisation that uses the Service with the authorisation of that person or entity. “Your” has a corresponding meaning.

2. USE OF SERVICE

2.1 Solisma grants you a non-exclusive limited, non-transferable licence to access and use the Service via the Website at the level available to You according to Your Subscription Plan.

2.2 You can upgrade to a higher level Service Plan at any time using the relevant function available via the Service or Website or by requesting an upgrade from your Authorised Reseller or Authorised Partner. However, be aware that a request to downgrade Your Service Plan may lead to a loss of data, functionality and/or the number of Users permitted to access the Service.

3. YOUR OBLIGATIONS

3.1 Payment Obligations: An invoice for the Access Fee will be issued to You upon initial sign-up and then either 30 days (for an annual billing cycle) or 5 days (for a monthly billing cycle) prior to the due date of each subsequent invoice until this Agreement is terminated in accordance with clause 8. All invoices will include the Access Fee amount for the following period of use, plus any applicable taxes and duties as required by law. Invoices can be paid either by valid credit card or EFT bank transfer. All 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 in full by the due date. Failure to pay in full within 5 days from the due date will result in the immediate suspension of Your Service and failure to pay in full within 30 days from the due date will result in termination of Your Service.

3.2 General Obligations: You must only use the Service and Website for Your own lawful business purposes, in accordance with these Terms and any notice sent by Solisma, or condition posted on the Website. You may use the Service 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 Solisma of any unauthorised use of Your passwords or any other breach of security and Solisma will reset Your password and You must take all other actions that Solisma reasonably deems necessary to maintain or enhance the security of Solisma’s computing systems and networks and Your access to the Services. As a condition of these Terms, when accessing and using the Services, You must:

(a) not attempt to undermine the security or integrity of Solisma’s computing systems or networks or, where the Services are hosted by a third party, that third party’s computing systems and networks;

(b) not use, or misuse, the Services in any way which may impair the functionality of the Services or Website, or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website;

(c) not attempt to gain unauthorised access to any materials other than those to which You have been given express permission to access or to the computer system on which the Services are hosted;

(d) not transmit, or input into the Website, any: (i) files that may damage any other person’s computing devices or software; (ii) content that may be offensive; or (iii) material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use); and

(e) not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any components of the Service or computer programs used to deliver the Services.

3.4 Usage Limitations: Use of the Service may be subject to limitations in accordance with your Service Plan, including but not limited to the number of Assessments and Improvement Initiatives that may be performed at once. Any such limitations will specified within the Service.

3.5 Communication Conditions: As a condition of these Terms, if You use any communication tools available through the Website (such as any forum, chat room or message centre), 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, You represent that You are permitted to make such communication. Solisma is under no obligation to ensure that the communications on the Website are legitimate or that they are related only to the use of the Services. As with any other web-based forum, You must exercise caution when using the communication tools available on the Website. However, Solisma does reserve the right to remove any communication at any time in its sole discretion.

3.6 Indemnity: You indemnify and keep Solisma indemnified from and against: all claims, costs, damage and loss arising from Your breach of any of these Terms or any obligation You may have to Solisma, 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. CONFIDENTIALITY AND PRIVACY

4.1 Confidentiality: Unless the relevant party has the prior written consent of the other or unless required to do so by law:

(a) 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.

(b) Each party’s obligations under this clause will survive termination of these Terms.

(c) The provisions of clauses 4.1(a) and 4.1(b) shall not apply to any information which (i) is or becomes public knowledge other than by a breach of this clause; (ii) is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure; (iii) is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or (iv) is independently developed without access to the Confidential Information.

4.2 Privacy: Solisma maintains a Privacy Policy that sets out the parties’ obligations in respect of personal information. You should read that policy at www.service-improvement.com and You will be taken to have accepted that policy when You accept these Terms.

5. INTELLECTUAL PROPERTY

5.1 General: Title to, and all Intellectual Property Rights in the Services, the Website and any Documentation relating to the Services remain the property of Solisma (or its licensors).

5.2 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 Access Fee when due. You grant Solisma 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 Service and for any other purpose related to provision of services to You. You also grant Solisma a licence for use of Your compliance and maturity scores for the sole purpose of processing and delivery of aggregated benchmark data and reports; such reports will not contain any specific customer-identifiable information.

5.3 Backup of Data: You must maintain copies of all Data entered into the Service. Solisma 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. Solisma expressly excludes liability for any loss of Data no matter how caused.

5.4 All Data will be deleted no less than thirty (30) days following the effective date of Termination of Your Service account. You may copy and export Your Data at any time prior to the suspension of Your Service account. Any request for Solisma to provide You with a copy of the Data will be billed to You on a time and materials basis.

6. WARRANTIES AND ACKNOWLEDGEMENTS

6.1 Authority: 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.

6.2 Acknowledgement: You acknowledge that:

(a) You are authorised to use the Services and the Website and to access the information and Data that You input into the Website, including any information or Data input into the Website by any person you have authorised to use the Service. You are also authorised to access the processed information and Data that is made available to You through Your use of the the Website and the Services (whether that information and Data is Your own or that of anyone else).

(b) Solisma has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You. If You use the Services or access the Website on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) you agree that:

(i) You are responsible for ensuring that You have the right to do so;

(ii) You are responsible for authorising any person who is given access to information or Data, and you agree that Solisma has no obligation to provide any person access to such information or Data without Your authorisation and may refer any requests for information to You to address; and

(iii) You will indemnify Solisma against any claims or loss relating to Solisma’s refusal to provide any person access to Your information or Data in accordance with these Terms, and Solisma’s making available information or Data to any person with Your authorisation.

(c) The provision of, access to, and use of, the Services is on an “as is” basis and at Your own risk.

(d) Solisma does not warrant that the use of the Service will be uninterrupted or error free, that defects will be corrected, or that this site or the server that makes it available, are free of viruses or other harmful components. Solisma will, however, take all reasonable care to prevent any viruses or other harmful components from entering and being transmitted through the Service. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Services. Solisma is not in any way responsible for any such interference or prevention of Your access or use of the Services.

(e) It is Your sole responsibility to determine that the Services meet the needs of Your business and are suitable for the purposes for which they are used.

(f) You remain solely responsible for complying with all applicable laws. It is Your responsibility to check that storage of and access to your Data via the Software and the Website will comply with laws applicable to you (including any laws requiring you to retain records).

(g) This agreement does not include a licence for any third party software or technology that may be required in association with the use of the Service, and that it is Your obligation to enter into appropriate agreements with third parties for the use of any third party software or technology.

6.3 Security: All access to and Data transmitted to and from the Service will be over a secure HTTPS network link. Solisma will use its commercially reasonable efforts to protect the privacy and integrity of the computer resources you are utilising and of your communication, but is not responsible for any failure to do so.

6.4 No Warranties: Solisma gives no warranty about the Services. Without limiting the foregoing, Solisma 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.

6.5 Consumer Guarantees: You warrant and represent that You are acquiring the right to access and use the Service 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. LIMITATION OF LIABILITY

7.1 To the maximum extent permitted by law, Solisma 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.

7.2 You agree that Solisma’s liability to you at law will be reduced by the extent, if any, to which you have contributed to the loss

7.3 If in the event that, notwithstanding the foregoing, Solisma is found liable to you for damages from any cause whatsoever, and regardless of the form of the action (whether in contract, tort (including negligence), product liability or otherwise), to the fullest extent permitted by law, the liability of Solisma will be limited to:

(a) In the case of goods, the replacement of the goods or the supply of equivalent goods, the repair of the goods, the payment of the cost of replacing the goods or of acquiring equivalent goods, or the payment of the cost of having the goods repaired; and

(b) In the case of services, the supplying of the services again or the payment of the cost of having the services supplied again.

7.4 If You are not satisfied with the Service, Your sole and exclusive remedy is to terminate these Terms in accordance with clause 8.

8. TERMINATION

8.1 Trial Policy: If You have been provided with a trial account, You may continue to evaluate the Services under the defined 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 next invoice due date as shown in your Service account. If You choose not to continue using the Services, You may select the Cancel Subscription option or avoid paying the next invoice, which will result in the termination of Your Service account.

8.2 Refunds: Unless stated to the contrary, all Service Plan charges are non-refundable, even if You cancel Your subscription prior to the end of Your current billing period. This includes Prepaid Subscriptions and any unused access remaining for the current Service Plan billing period.

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 14 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.

8.4 Breach: If You:

(a) breach any of these Terms (including, without limitation, by non-payment of any Access Fees) and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;

(b) breach any of these Terms and the breach is not capable of being remedied (which includes (without limitation) any breach of clause 3 or any payment of Access Fees that are overdue); or

(c) You are engaging in fraudulent, immoral or illegal activities; or

(d) You or Your business become insolvent or Your business goes into liquidation or has a receiver or manager appointed of any of its assets or if You become insolvent, or make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction,

Solisma may take any or all of the following actions, at its sole discretion:

(e) Terminate this Agreement and Your use of the Services and the Website;

(f) Suspend for any definite or indefinite period of time, Your use of the Services and the Website;

(g) Take either of the actions in sub-clauses 8.4(e) and 8.4(f) in respect of any or all other persons whom You have authorised to have access to Your information or Data; or

(h) Suspend or terminate access to all or any Data.

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 Services is not made in full by the relevant due date, Solisma may: suspend or terminate Your use of the Service, the authority for all or any of Your Users 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:

(a) remain liable for any accrued charges and amounts which become due for payment before or after termination; and

(b) immediately cease to use the Services and the Website.

8.6 Expiry or Termination: Clauses 3.1, 3.5, 4, 5, 6, 7, 8 and 10 survive the expiry or termination of this Agreement.

9. SUPPORT

9.1 Technical Issues: In the case of technical issues You must make all reasonable efforts to investigate and diagnose problems before contacting Solisma or your Authorised Reseller or Authorised Partner. If You still need technical help, please check the Support area Knowledge Base provided on the Website or Contact Us for further assistance.

9.2 Service Availability: Whilst Solisma 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 Solisma have to interrupt the Services for longer periods than Solisma would normally expect, Solisma will use reasonable endeavours to publish in advance details of such activity on the Website.

10. GENERAL

10.1 Entire Agreement: These Terms, together with the Privacy Policy and the terms of any other notices or instructions given to You under these Terms of Use, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between You and Solisma relating to the Services and the other matters dealt with in these Terms.

10.2 Waiver: 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.

10.3 Delays: 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 Solisma’s prior written consent.

10.5 Proper Law: This Agreement is governed by the laws of Victoria, Australia. The courts of Victoria shall have exclusive jurisdiction.

10.6 Severability: 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.

10.7 Notices: Any notice given under these Terms by either party to the other must be in writing and will be deemed to have been given on transmission. Notices to Solisma must be sent to support@service-improvement.com or Solisma Pty. Ltd. at Level 8, 350 Collins Street, Melbourne VIC 3000, Australia. 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.