Terms of Service

1. These terms

1.1 These SaaS Terms and Conditions (Terms) govern your access to and use of Compozer, a cloud-based eLearning authoring platform operated by Compozer Pty Ltd (ABN 24 631 334 944) (Compozer, we, us or our) and described on our Website. They form a binding agreement between Compozer and the person or entity that accesses or subscribes to the Service (Customer, you).

1.2 You accept these Terms, and agree to be bound by them, when you click to accept them, pay for a Subscription, or access or use any part of the Service. If you accept these Terms on behalf of an entity, you warrant that you are authorised to bind that entity, and Customer means that entity.

1.3 Your Agreement with us is made up of these Terms, our Privacy Policy, the DPA (where it applies), and the plan details, inclusions and limits set out on our Website or otherwise agreed with you for your Plan (together, the Agreement). If there is any inconsistency, the following order of precedence applies, from highest to lowest: an enterprise order or agreement signed by both parties; these Terms; the Privacy Policy; and the Website terms. The DPA prevails over each of these to the extent it deals with the handling of Personal Data, as provided in clause 9.

1.4 We may change these Terms from time to time by notifying you or by posting an updated version on our Website. For any change that adversely affects you in a material respect, we will give you reasonable advance notice before it takes effect; any other change takes effect when we notify you or post it. We will not treat your continued use of the Service as your agreement to a change that adversely affects you in a material respect. If you do not agree to a change that adversely affects you in a material respect, you may cancel your Subscription, effective on or before the date the change would take effect, and we will refund a proportionate part of any Subscription Fees you have paid in advance for the period after cancellation. To do so, cancel under clause 14.3.

2. Definitions and interpretation

2.1 In these Terms, the following definitions apply.

2.2 In these Terms, unless the context requires otherwise:

1. (a) the singular includes the plural and vice versa;
2. (b) a reference to a person includes an individual, a body corporate, and any other entity;
3. (c) a reference to a document or law includes that document or law as amended or replaced from time to time;
4. (d) a reference to '$' or 'dollars' is to Australian currency;
5. (e) 'includes' and 'including' are not words of limitation; and
6. (f) headings are for convenience only and do not affect interpretation.

3. The Service and your Subscription

Scope

3.1 Your Plan gives you access to the Service, including the Software, the Hosted Services, the Support Services, and (where included in your Plan) the AI Features, together with the inclusions and limits set out on our Website for your Plan or otherwise agreed with you.

Licence

3.2 While you have access to the Service under your Plan, and while you comply with the Agreement, we grant you a non-exclusive, non-transferable, non-sublicensable licence to access and use the Service for your internal business purposes, for the number of Users permitted by your Plan.

Users and roles

3.3 You may authorise Users to access the Service under your Plan, up to any limit in that Plan, and you may allocate Owner, Admin, Designer, and Member roles to them. You are responsible for your Users' access to and use of the Service, for what they do or fail to do, and for ensuring they comply with the Agreement as if they were you. Each User must keep their login credentials secure and must not share them.

Account information

3.4 To register for and use the Service, you may need to provide information such as your name, email address, username, password, billing and contact details, and payment details. You warrant that the information you give us is accurate, current, and complete, and you must keep it up to date.

Enhancements

3.5 We may release upgrades, improvements, or new versions of the Service from time to time in our discretion. Enhancements may cause downtime or delays, and we do not provide credits for that downtime. An enhancement does not otherwise change the Agreement.

Hosted Services

3.6 We store Customer Content using third-party hosting and infrastructure providers selected by us. Our production data and application compute are located in Australia, as described in our Security Policy at compozer.com/trust/security. We take reasonable steps to keep Customer Content secure and available, but we do not warrant that the Service or the Hosted Services will be free from errors or defects, or available or accessible at all times.

Support

3.7 We will take reasonable steps to provide support to help resolve technical issues with the Service that are within our reasonable control (Support Services). You must first try to resolve issues internally, and you are responsible for your own administration, user management, and credential storage. You will have no claim for any delay in providing the Support Services.

Availability of the Service and features

3.8 We may change, add to, suspend, or remove features of the Service (including the AI Features) from time to time, including where a third-party service we rely on changes or becomes unavailable. Where a change materially reduces the core functionality of the Service for your Plan, we will give you reasonable advance notice, and if the change adversely affects you in a material respect you may cancel your Subscription and receive a pro-rata refund of any Subscription Fees paid in advance for the period after the cancellation takes effect.

4. Subscription Fees and payment

Plans

4.1 We offer a Free Plan and one or more Paid Subscriptions, each with the inclusions and limits set out on our Website. We may also offer Enterprise Subscriptions, whose fees and inclusions are agreed with you separately in writing; except where that written agreement says otherwise, these Terms apply to Enterprise Subscriptions.

Paid Subscriptions

4.2 You must pay the Subscription Fees for your Paid Subscription in the amounts and at the times set out on our Website or otherwise agreed with you in writing. Unless otherwise agreed, Subscription Fees are payable in advance, are non-refundable for change of mind, and are payable at the intervals set out on our Website or otherwise agreed with you (for example, monthly or annually), starting on the first day of the Subscription Period.

Automatic renewal

4.3 Your Paid Subscription renews automatically for successive billing periods, and you must pay the Subscription Fees for each period, unless you cancel it before the end of the then-current period under clause 14.3. You authorise us to charge the Subscription Fees to your nominated payment method for each period until you cancel, and you are responsible for all charges incurred before cancellation takes effect.

Payment providers

4.4 We use third-party payment providers, currently Stripe, Inc., to collect Subscription Fees. Your use of a payment provider is also subject to that provider's terms and privacy policy, and we are not liable for the security or performance of the payment provider. We may correct, or instruct our payment provider to correct, any error in collecting a payment.

GST

4.5 For Australian customers, Subscription Fees include GST unless stated otherwise, and we will provide a tax invoice for any taxable supply. For customers outside Australia, Subscription Fees do not include GST unless stated otherwise. You are responsible for any other taxes, duties, or withholdings that apply to your Subscription, other than taxes on our income.

Surcharges and changes

4.6 We may charge a surcharge for payments made by credit, debit, or charge card. We may change the Subscription Fees from time to time, and will give you reasonable advance notice of a change before it applies to your next billing period. If you do not agree to an increase, you may cancel your Subscription before the increase takes effect, in which case you will not be charged the increased fee.

Overdue amounts

4.7 If an amount is overdue, we may (in addition to our other rights) suspend your access to the Service under clause 14.1 until it is paid. You must ensure any outstanding Subscription Fees are paid before you change your payment details.

5. Your account and acceptable use

Compliance

5.1 You must, and must ensure that each User does, comply with the Agreement and all applicable laws when accessing or using the Service.

Account security

5.2 You must keep your and your Users' account credentials secure, must not share access to the Service with anyone not authorised under your Plan, and must notify us promptly of any unauthorised use of an account or any actual or suspected breach of the Service's security.

Prohibited conduct

5.3 You must not, and must not permit or encourage any User or third party to:

1. (a) use the Service in a way that is unlawful, fraudulent, infringing, defamatory, misleading, harmful, or that facilitates any of those things;
2. (b) upload or submit content, or use the Service to generate content, that you are not authorised to provide, that infringes a third party's Intellectual Property Rights or other rights, or that is offensive, harassing, discriminatory, or otherwise objectionable;
3. (c) upload or submit content that contains malware, or that is designed to interfere with the security or integrity of the Service, any network, or any system;
4. (d) copy, adapt, modify, translate, or create derivative works from the Software or the Service, except as expressly permitted by the Agreement;
5. (e) decompile, reverse engineer, or otherwise attempt to derive the source code of the Software, or circumvent any technical protection or security feature of the Service, except to the extent this restriction cannot lawfully be excluded;
6. (f) sell, resell, licence, sub-licence, distribute, rent, lease, or otherwise make the Service available to a third party, except as the Agreement expressly allows;
7. (g) remove or alter any proprietary notice on the Service, or make any automated use of the Service that places an unreasonable load on it;
8. (h) use the Service to send unsolicited commercial messages, spam, or bulk content; or
9. (i) act in a way that we reasonably consider may harm our reputation or the reputation, rights, or interests of the Service or a third party.

Sensitive and personal information

5.4 You are responsible for the Customer Content you and your Users submit. If Customer Content includes Personal Data or sensitive information, you warrant that you have the lawful basis, notices, and consents required under Applicable Privacy Laws to submit it and to have it processed through the Service (including by AI Providers and other Subprocessors), and you remain responsible for it. We handle Personal Data within Customer Content in accordance with clause 9 and the DPA.

Content removal

5.5 We may remove, disable, or refuse to process Customer Content that we reasonably consider breaches the Agreement or applicable law, and will take reasonable steps to notify you where we do.

6. Intellectual property and Customer Content

Our intellectual property

6.1 We own, or are licensed to use, all Intellectual Property Rights in the Service, the Software, and all materials we provide through the Service (excluding Customer Content). Except for the licence in clause 3.2, we grant you no rights in the Service or those materials, and we reserve all rights not expressly granted.

Templates and example content

6.2 Templates and example content provided through the Service are for illustration and as a design guide only. You are responsible for replacing example content with your own content before you use, publish, or distribute it.

Your Customer Content

6.3 As between the parties, you own, or are responsible for having the rights to, your Customer Content. You grant us and our Personnel and Subprocessors a non-exclusive, worldwide, royalty-free licence to host, copy, store, process, transmit, display, and adapt Customer Content to the extent reasonably necessary to provide, maintain, secure, and improve the Service (including the AI Features) and to meet our obligations under the Agreement. This licence ends when the Customer Content is deleted from the Service, except to the extent we need to retain it to provide the Service or to comply with a law that binds us.

Your responsibility for Customer Content

6.4 You warrant that your Customer Content, and our use of it in accordance with the Agreement, does not infringe any third party's Intellectual Property Rights or other rights or breach any law, and you are responsible for keeping your own copies and records of Customer Content.

7. AI Features

What the AI Features are

7.1 The Service includes AI Features that use artificial-intelligence services supplied by third-party AI Providers to help you and your Users generate, translate, transform, or enhance course content, including text, images, synthetic voice, and video or avatars. The AI Providers we currently engage are listed as Subprocessors on the Subprocessor List.

How your content is handled

7.2 When you or a User use an AI Feature, the relevant Customer Content (including your prompts and inputs) is sent to the applicable AI Provider so that it can generate the AI Output. We engage AI Providers as Subprocessors and, to the extent each AI Provider offers such terms, on terms that require the AI Provider to process that content only to provide the output and its service to us, and that do not permit the AI Provider to use it to train its own models. Where the content includes Personal Data, clause 9 and the DPA apply to that processing.

Your responsibility for inputs

7.3 You are responsible for the Customer Content you submit to the AI Features and for ensuring you have the rights, notices, and consents needed to submit it and to have it processed by the AI Providers. You must not submit content to the AI Features that you are not entitled to use, or use the AI Features in breach of clause 5 or of an AI Provider's applicable acceptable-use terms.

AI Output

7.4 As between you and us, you own the AI Output generated from your Customer Content, and it forms part of your Customer Content, to the extent the applicable AI Provider's terms allow that ownership to pass to you. We claim no ownership of AI Output beyond the rights we need to operate and improve the Service.

Nature and limits of AI Output

7.5 You acknowledge that AI Output is generated by automated machine-learning systems and that:

1. (a) it may be inaccurate, incomplete, out of date, or misleading; and
2. (b) it may not be unique, and similar or identical output may be generated for other users; and it may be subject to third-party rights.

No warranty for AI Output

7.6 To the maximum extent permitted by law, we do not warrant the accuracy, completeness, quality, originality, fitness for a particular purpose, or non-infringement of AI Output. You are responsible for reviewing AI Output before you rely on, publish, or distribute it, and for ensuring your use of it complies with applicable law, including any requirement to disclose that content is AI-generated.

Changes to AI Features

7.7 The AI Features depend on third-party services that may change, impose new terms, or become unavailable. We may modify, suspend, or discontinue an AI Feature, or change the AI Providers we use, at any time, subject to the Subprocessor change process in the DPA where Personal Data is affected.

8. Third-party services and Subprocessors

Third-party terms

8.1 Third-party terms and conditions may apply to your use of parts of the Service that rely on third-party goods or services. You agree to comply with any such terms that we take reasonable steps to notify you of, and, to the maximum extent permitted by law, we are not liable for any loss connected with third-party goods, services, or terms.

Subprocessors

8.2 We engage Subprocessors to help provide the Service, including for hosting, database, authentication, payments, communications, analytics, support, and the AI Features. Our current Subprocessors are listed on the Subprocessor List. Where a Subprocessor processes Personal Data within Customer Content, the DPA governs that processing, including how we add or change Subprocessors.

Integrations

8.3 You acknowledge that issues can arise when transferring data between, or integrating with, other software, and that we do not warrant that any integration will be free from errors, defects, or delay, or that any third-party functionality will be available.

9. Privacy and data protection

Privacy Policy

9.1 Our Privacy Policy explains how we collect, use, and disclose Personal Data for which we act as controller, including Personal Data about you and your Users. The Privacy Policy is incorporated into these Terms by reference, and you must make it, or an equivalent notice, available to your Users.

The DPA

9.2 Where we process Personal Data within Customer Content on your behalf in providing the Service, we do so as your processor and in accordance with Applicable Privacy Laws, and the DPA applies to that processing and is incorporated into and forms part of the Agreement. To the extent of any inconsistency between the DPA and the rest of the Agreement about the handling of that Personal Data, the DPA prevails.

Security

9.3 We maintain technical and organisational measures to protect Customer Content, as described in our Security Policy at compozer.com/trust/security. You are responsible for deciding whether the Service's security is appropriate for the Customer Content you choose to process through it, and for your own security practices, including access management and credential storage.

Breach notification

9.4 Each party will promptly notify the other if it becomes aware of any actual or suspected unauthorised access to, or loss, misuse, or disclosure of, Confidential Information or Personal Data, and will cooperate reasonably in investigating and responding to it, in addition to any obligation under the DPA.

10. Confidentiality

10.1 Each party must keep the other party's Confidential Information confidential and must not use or disclose it except as the Agreement contemplates, as needed to exercise its rights or perform its obligations under the Agreement, or as required by law. Each party may disclose the other's Confidential Information to its Personnel who need it and who are bound by equivalent confidentiality obligations.

11. Warranties, disclaimers and Australian Consumer Law

Our warranties

11.1 We warrant that, during the Subscription Period, we will provide the Service with reasonable care and skill and substantially as described on our Website and in the Agreement, and that, to our knowledge, your use of the Service in accordance with the Agreement will not infringe a third party's Intellectual Property Rights.

As-is

11.2 Except as expressly stated in the Agreement, and to the maximum extent permitted by law, the Service is provided on an 'as is' and 'as available' basis, and we exclude all other representations, warranties, and conditions, whether express or implied, including as to accuracy, availability, fitness for a particular purpose, and non-infringement. We do not warrant that the Service will be uninterrupted, error-free, or secure, or that Customer Content will not be lost or altered.

Australian Consumer Law

11.3 Nothing in the Agreement excludes, restricts, or modifies any guarantee, right, or remedy you have under the Australian Consumer Law or any other law that cannot lawfully be excluded. Where we are permitted to limit our liability for a breach of a non-excludable guarantee, our liability is limited, at our option, to supplying the services again or paying the cost of having them supplied again.

12. Limitation of liability

12.1 This clause applies to the maximum extent permitted by law and subject to clause 11.

Excluded loss

12.2 Neither party is liable to the other for any indirect, special, or consequential loss, or for any loss of revenue, profits, goodwill, or anticipated savings, or loss or corruption of data, arising out of or in connection with the Agreement or the Service, whether in contract, tort (including negligence), or otherwise. Neither party is liable for loss to the extent it is caused by the unauthorised or criminal act of a third party, such as hacking or another cyber attack, except to the extent the loss was caused or contributed to by that party's own breach of the Agreement or its failure to meet its security obligations under the Agreement.

Liability cap

12.3 Each party's total aggregate liability arising out of or in connection with the Agreement and the Service is limited to the total Subscription Fees paid or payable by you under the Agreement in the 12 months before the event giving rise to the liability (or, where there are multiple events, the first such event). This cap does not apply to your obligation to pay Subscription Fees, or to a party's liability for a deliberate or wilful breach of clause 10, for infringement of the other party's Intellectual Property Rights, or under the indemnity in clause 13.

13. Indemnity

13.1 You indemnify us and our Personnel against all loss, damage, liability, cost, and expense (including reasonable legal costs) that we reasonably incur arising out of or in connection with: your Customer Content, including any claim that it, or our use of it in accordance with the Agreement, infringes a third party's rights; and your or a User's use of the AI Output in breach of the Agreement or applicable law. Your liability under this indemnity is reduced to the extent our or our Personnel's negligence or breach caused the relevant loss.

14. Suspension, upgrades, downgrades and cancellation

Suspension

14.1 We may suspend your or a User's access to the Service, in whole or in part, where reasonably necessary because Subscription Fees are overdue, because of an actual or suspected breach of clause 5, or because of a security, legal, or operational risk. We will take reasonable steps to notify you and, where practicable, to limit the suspension, and we will restore access once the cause is resolved.

Upgrades and downgrades

14.2 You may ask to upgrade or downgrade your Plan at any time. We will take reasonable steps to provide access to the new plan promptly and will apply the new Subscription Fees from the next billing period. We do not generally pro-rata downgrades within a billing period. If you downgrade, you may lose access to content, features, or capacity, including some Customer Content. Before any Customer Content is deleted or made inaccessible because of a downgrade, we will give you reasonable notice and a reasonable opportunity to export it. To the maximum extent permitted by law, we are not liable for loss of access resulting from a downgrade you request.

Cancellation

14.3 You may cancel a Paid Subscription by notice to us or through your account on the platform. It ends at the end of the then-current billing period and you are charged for that period. If you are on the Free Plan, you can stop using the Service at any time and may close your account through the platform or by contacting us. Your licence to use the Service continues until your access to the Service ends so that you can export the Customer Content you need; after that, we retain and delete Customer Content in accordance with clause 9 and the DPA.

15. Term and termination

Term

15.1 The Agreement starts when you first accept these Terms or use the Service and continues for the Subscription Period until it ends under the Agreement.

Termination by us

15.2 We may terminate the Agreement or your access to the Service immediately by notice if you materially breach the Agreement and do not remedy the breach within 10 days of our notice (or immediately, if the breach cannot be remedied), or if you become insolvent or subject to an insolvency or bankruptcy process.

Termination by you

15.3 You may terminate the Agreement by notice if we materially breach it and do not remedy the breach within 10 days of your notice, or if we become insolvent or subject to an insolvency or bankruptcy process.

Effect of termination

15.4 On termination or expiry, your right to access and use the Service ends, any Subscription Fees already paid are non-refundable (except as required by law or where you validly terminate for our breach), and you must pay any Subscription Fees accrued up to the end of the Subscription Period. We handle and delete Customer Content after termination in accordance with clause 9 and the DPA. Any clause that by its nature should survive termination does so.

16. Dispute resolution

16.1 Before starting court proceedings about a dispute under or in connection with the Agreement (other than for urgent interlocutory relief), a party must give the other written notice with reasonable details of the dispute, and the parties must then use their best efforts to resolve it in good faith. If the dispute is not resolved within 30 days of the notice (or a longer period the parties agree in writing), either party may start court proceedings.

17. Notices

17.1 A notice under the Agreement must be in writing and in English and sent by email to the other party's nominated email address. A notice is taken to be given 24 hours after it is sent, unless the sender knows or reasonably suspects it was not delivered, or (if earlier) when the recipient replies. If the deemed time of receipt is not a business day in New South Wales, the notice is taken to be given on the next business day.

18. Force majeure

18.1 We are not liable for any delay or failure to perform our obligations under the Agreement to the extent it is caused by an event beyond our reasonable control (a Force Majeure Event), including a natural disaster, fire, flood, storm, earthquake, epidemic or pandemic, industrial action beyond our control, war, terrorism, civil unrest, failure of a utility or telecommunications or third-party infrastructure service, or an act of a government authority. Our affected obligations are suspended for the duration of the Force Majeure Event, and we will take reasonable steps to notify you and to reduce its effect.

19. General

Governing law

19.1 The Agreement is governed by the laws of New South Wales, Australia, and each party submits to the non-exclusive jurisdiction of the courts of that State and the courts that hear appeals from them. This clause does not affect any different governing law or forum that the DPA applies to the handling of Personal Data for a particular cross-border transfer.

Assignment

19.2 You must not assign or transfer your rights or obligations under the Agreement without our prior written consent. We may assign or transfer our rights and obligations to an affiliate or in connection with a sale, merger, or reorganisation of our business, on notice to you, provided the assignment does not materially reduce your rights under the Agreement.

Waiver and severance

19.3 A right under the Agreement is only waived in writing signed by the party granting the waiver. If a provision of the Agreement is void or unenforceable, it is severed to that extent and the rest of the Agreement continues in force.

Entire agreement

19.4 The Agreement is the entire agreement between the parties about its subject matter and supersedes all prior negotiations, understandings, and agreements about that subject matter.

Relationship and no reliance

19.5 The parties are independent contractors, and nothing in the Agreement creates a partnership, agency, or employment relationship. Information provided through the Service or the Support Services is general in nature, and you are responsible for decisions you make in reliance on it.