Terms and Conditions

Centro ASSIST Terms and Conditions

Centro ASSIST IT and Security FAQs

Ageing Australia’s Safety and Quality Management System Terms and Conditions

These terms and conditions (“Terms”) determine how we provide Centro ASSIST services to you. These terms are an agreement between us, Holocentric Pty Ltd (ABN 73 052 972 095) operating as Centro ASSIST (“we”, “us” and “our”) and you, an individual, company or organisation who purchases the Service (“you”).  

You agree to these terms, and enter into a legally binding contract, when you either click the “I agree” button, submitting an order online or sign a copy of a quote that refers to these terms. If you do not agree or understand these terms, do not click “I agree” or continue using our services. By accepting these terms, you confirm that you have authority to accept these terms and perform your obligations. If you are accepting these terms on behalf of a company or organisation, you warrant that you are authorised to bind the company. These terms are binding from the date you click “I agree” or the date we receive a signed copy of your quote.   

If you have any queries or require any changes to these Terms, please contact us on support@centroassist.com.au.  

Summary: Welcome to Centro ASSIST! This is an important legal document that describes how you can use Centro ASSIST’s software and services. Please read it carefully. This summary is not part of the contract and is not intended to replace review of the full text.  

IMPORTANT INFORMATION  

These terms contain important provisions that you must consider before accepting. In particular, we draw your attention to:  

• Changes to these terms: We can update these terms by letting you know that they will change. You do not need to accept them again.  

• Minimum term requirement: There is a minimum subscription period of 12 months (clause 1.3)  

• Auto-renewal: Your subscription auto-renews unless you tell us that you do not wish to continue (clause 1.3)  

• Service standard: We offer our services on a ‘commercially reasonable’ basis which means the service may not always be available (clause 2.1)  

• Price increases – We may increase prices after letting you know, and these are effective from the beginning of your next subscription period (clause 7.3)  

DEFINITIONS

In these Terms, the following words have the meaning set out below: 

Admin Users means the user described in clause 3.2.  

Business Day means a day in Sydney, NSW other than a Saturday, Sunday or public holiday. 

Centro Subscription Portal means the online portal you use to subscribe and pay for the Service. Third party services may be utilised to process payment, and such services may be provided on third party terms. 

Documentation means the product documentation, how-to guides and other materials publicly available relating to Centro ASSIST.  

Intellectual Property Rights means all intellectual and industrial property rights throughout the world from time to time, whether registered or unregistered, including trademarks, designs, patents, business or company name inventions, copyright and analogous rights, trade secrets, know how, database rights, processes, methods, concepts, confidential information, including any registrations or right to apply for any registration of any such rights, and Intellectual Property has the corresponding meaning. 

Information means content presented in the Web App. This includes without limitation, text, graphics, artwork and design. 

Loss means any loss, costs, liability, injury or damage, including reasonable legal costs. 

Minimum Term means a period of twelve (12) months beginning on the Service Start Date and expiring at midnight on the date twelve (12) months after the Service Start Date, for which you commit to pay the applicable fees and charges to access the Service.  

Business Hours means the hours between 9am to 5pm AEST, on a Business Day. 

Order means an order that you place online on the Centro Subscription Portal or, if you are not purchasing online, a signed quotation or similar document.  

Personnel means the officers, employees, agents, contractors or other authorised representatives of a party. 

Service means any one or more of the following: (a) software-as-a-service subscription to a Centro Assist product, including access to the Web App, Information and Third Party Material, and (b) support services related to any of the items listed in paragraph (a). 

Service Start Date means the date on which we receive payment from you, following which we will make the Service available to you by sending one or more of your Admin User login access to the Web App. 

Subscription means your right to use the Services subject to these Terms.  

Subscription period means the duration of your Subscription beginning on the Service Start Date and ending at the end of each calendar month (monthly subscription) or each 12 months period (annual subscription). Your subscription period is set out in your Order.  

Third Party Material means Information or material owned or provided by a third party that is included, accessed or provided through the Service and Web App. 

User means, any individual over 16 years of age that you authorise to use the Service in connection with your internal business purposes. A User can include an employee, contractor or advisor who you require to use the Service in connection with your organisation. If you are an individual subscriber, you are the only ‘User’ of the Service.  

Update means a release of software that corrects faults, adds functionality, or otherwise amends or updates the Service or Web App. 

Web App means the cloud-based, software application known as ‘Centro ASSIST’ 

1. These terms

1.1 These Terms. These Terms are comprised of: (a) any special or other terms specified in an Order, (b) clauses 1-22 and (c) our policies, including the Centro Privacy Policy https://www.centroassist.com.au/privacy-policy . By accepting these Terms, you also accept each of these policies (as amended from time to time). If any of the listed terms are inconsistent, a term first listed will have priority to the extent of any inconsistency.  

1.2 Changes to these Terms. We may amend these Terms, including our policies, in order to reflect changes to our products, services, business or the law. We will give you at least 60 days prior notice, in writing, of any substantial changes to these Terms by sending an email to your registered email address. Unless we specify an effective date for those changes, all changes to these Terms will become effective from the beginning of your next subscription period.  

1.3 Professional Services. You may also purchase professional or consultancy services from us that do not form part of the Services. These Terms do not apply to these professional services or consultancy services and will be governed by a separate agreement. 

Summary: There are multiple documents that form part of this agreement, and these documents can be updated. We can change this agreement by sending you an email and, unless this email states otherwise, these changes will be effective from the beginning of your next subscription period. Professional or consultancy services are not covered by this agreement. 

2. Access to the Service

2.1 Access. You may access and use the Services for your own personal or business purposes in accordance with these Terms, the details set out in your Order and the Documentation. Your right to access and use the Services is non-exclusive, non-transferable and unable to be sublicensed. We will provide the Service to you on a commercially reasonable basis, with due care and skill. In the event of unexpected faults, downtime or errors we will use commercially reasonable endeavours to restore or repair the Service within a reasonable time, having regard to the nature, severity and anticipated disruption to the Services caused by the fault, downtime or error. 

2.2 Use restrictions. Unless expressly stated in these Terms, you must not: (a) copy, modify, adapt or create derivative works of the Service or Web App; (b) distribute, sell, rent, lease, sublicense, transfer, provide Service access or benefit of the Service to a third party; (c) interfere with or circumvent access restriction on the Service; (d) reverse engineer, disassemble, decompile, translate or otherwise attempt to derive the source code, file formats or other non-public information in the Web App, except as permitted by these Terms or applicable law; (e) remove or obscure any proprietary or other notices displayed in the Service; (f) use the Services for competitive analysis or building competitive products; (g) assist or encourage any of your Users or a third party to do any of the items listed above.  

2.3 Support. During the subscription period, we will provide you with support as described in the Order or, if not described in an Order, in the Documentation, and via the Centro ASSIST Support Portal (https://support.centroassist.com.au/hc/en-au). .   

Summary: With a valid subscription, you can use Centro ASSIST. We will provide you access to on a ‘commercially reasonable’ basis and restore access when it is disrupted. There are certain restrictions on how you can use Centro ASSIST. Your subscription includes product support described in your Order or in the documentation.  

3. Using the Service

3.1 Online delivery. The Service is only available online and all deliveries are electronic. You are responsible for obtaining and maintaining reliable equipment, hardware, software and access to the internet in order to use the Service.  

3.2 Accounts and credentials. If you are an organisation, you will have one or more ‘Administrator’ Users, who will be responsible for inviting and controlling who you permit to become a User (Admin User). An Admin User is also responsible for understanding and managing your organisation’s access and use of the Service. Due to the sensitive nature of the content within the Centro ASSIST web app, it is strongly recommended that user accounts are created on a per-user basis. General or shared accounts used by multiple groups or team members are not advised. Each user should have their own unique account to: 

1. Ensure accountability and traceability of actions within the system. 

2. Minimise security risks, such as unauthorised access by individuals who are no longer employees or associated with your organisation. 

3. Protect intellectual property (IP) and other sensitive information contained within the platform. 

Failure to follow these recommendations may increase the risk of security breaches, and Centro ASSIST accepts no responsibility for any issues arising from the use of shared or generic accounts. 

Each User will be provided with their own sign-in credentials. These credentials are confidential and must not be shared with others. You are responsible for all actions taken by Users in connection with their Service accounts, notifying us immediately after becoming aware of any authorised user or access.  

3.4 Users. You are responsible for, and must ensure, that any User you allow to use or access the Service complies with these Terms as if they were a party to these Terms. You are responsible for obtaining all consents and making appropriate disclosures to Users, including in relation to the processing of personal information. We may directly email or display notices to your Users regarding use of the Services. 

3.5 Maintenance, updates and faults. We may occasionally need to conduct maintenance or Updates to the Service. We will notify you before conducting any maintenance and endeavour to conduct maintenance and Updates outside Business Hours. We provide a 24-hour fault reporting service for you to report faults via email at support@centroassist.com.au. Before reporting a fault to us, you must take all reasonable steps to ensure that the fault is not caused by any equipment, hardware or other software owned and/or operated by you. 

Summary: You must have all the necessary equipment to access Centro ASSIST online. You must keep your account details confidential and not share them, unless you are an ‘Admin User’ in which case you can set up other Users. You are responsible for your Users. You can report any faults via email (support@centroassist.com.au) and we can maintain and update Centro ASSIST. 

4. Compliance

4.1 Compliance with laws. It is your responsibility to adhere to the applicable laws, rules and regulations that govern you and/or your organisation in connection with the Services. 

4.2 No reliance. You must independently assess and use the Information provided as part of the Services and consider your specific circumstances. The Service is intended to only assist you and/or your organisation in documenting your compliance. You cannot rely on the Service to meet your obligations under applicable law. In providing the Services, we are providing you with access to a commercial, off-the-shelf ‘tool’ that is not customised or developed to your requirements. We are not responsible for any action or omission by you or your Personnel in relying on any Information or Third Party Material. 

4.3 No Advice. The Centro Materials (as defined below) or Services, do not constitute or include professional, advisory, consultancy or any other compliance services.  

Summary: You are responsible for your compliance. Centro ASSIST can only help with compliance – it cannot replace your compliance activities or guarantee a compliance outcome.  

5. Our, Your and Third-Party Materials

5.1 Materials. As part of the Service, we may provide you with certain textual or visual information (Centro Material), as well as information or material owned or licensed by a third party that is included, accessible or provided as part of the Service (Third Party Materials). When using the Service, you and your Users, may upload to the Web App, or create in the Web App, textual or visual information, and then access, use and share this with other Users (Customer Material).  

5.2 Your Materials. You own and retain all rights to the Customer Material as uploaded to, or created in, the Web App. You are responsible for the Customer Material and for ensuring that it complies with these Terms and applicable laws. You represent and warrant that: (a) you have obtained all necessary rights, consents and releases regarding the Customer Material and (b) providing or using Customer Material will not violate any applicable law or infringe any third party intellectual property or privacy rights.  

5.3 Centro Materials. As part of the Service, we will provide you with Centro Materials. These materials are owned or licensed by us and are made available to you for use as part of your Subscription in accordance with these Terms. You can access, use, copy and distribute these to your Users solely for internal business purposes and in connection with the Services.  

5.4 Third party Material. As part of the Service, we may provide Third Party Material, which is obtained from official government publications or other sources. We are not the owners or creators of any Third Party Material and, although take care in its selection, take no responsibility and are not liable for its accuracy or completeness. If any Third Party Material includes a third party’s name, logo, trademark or other insignia, these are and remain the property of their respective owners. In the event of any inaccuracies in Third Party Materials of which we become aware, we will endeavour to rectify these within a reasonable time. 

5.5 Removal of Customer Material. We are not responsible for monitoring the Customer Material or Third Party Material. However, we may monitor, review and/or remove the Customer Material or Third Party Material, if we reasonably believe it is necessary because of an actual or likely breach of these Terms, whether in response to a takedown or similar request. We may only monitor, review and/or remove to the extent necessary to ensure compliance with these Terms. Should this not be possible, we may suspend access to your account on prior written notice unless we believe your actions endanger the operation of the Web App, other Service users or third parties.  

Summary: You own and are responsible for any material that you upload in the Centro ASSIST Web App or create in the Web App. Centro material will also be available to you through Centro ASSIST, however, you understand that this material may come from various sources and we are not responsible for the accuracy or completeness of this content.  

6. Privacy and Security

6.1 Privacy Policy. We collect certain information, including personal information, about Users in connection with access and use of the Services. Your privacy is important to us, and as such, our Privacy Policy forms part of these Terms and can be accessed at: www.centroassist.com.au/privacy-policy.  

6.2 Security. We implement and follow commercially reasonable security measures that intended to protect your data and Customer Content on the Web App from unauthorised access and destruction. If you have any questions about our security practices, please contact us at support@centroassist.com.au.   

Summary: Our Privacy Policy (www.centroassist.com.au/privacy-policy) forms part of this agreement. We follow commercially reasonable security measures, and you can request further information about these (email to: support@centroassist.com.au).   

7. Fees and charges

7.1 Fees. You must pay all fees for the Service in relation to the relevant subscription period annually in advance, unless an alternative arrangement has been agreed between us and you. If you place an order online via the Centro Subscription Portal, all fees and charges are set out on our website. If you place an Order by signing a quotation or similar document, all fees and charges are set out in the relevant document.  

7.2 Transaction fees. You are responsible for any service or transaction fee, surcharge or similar amount incurred in connection with your payment method. We will disclose any services charges of which we are aware in the Service.   

7.3 Price increases. Our Service fees may change during your subscription period. As well as updating our website, we will notify you at least 30 days in advance of any changes to our pricing by sending an email to your registered email address. Any changes to pricing will only apply on renewal of your existing subscription (in respect of all Users).  

Summary: Fees are payable in advance by credit or payment card. You are responsible for any transaction, surcharge or similar fees. We can increase our prices by emailing you and, unless this email says otherwise, any price increases will be effective from your next subscription period.  

8. Payments

8.1 Payment terms. All Service fees are payable, in advance, by credit or other payment card (Card). You will be required to provide your card when placing an Order online and must ensure your card remains valid during the subscription term. We will debit your card for all Service fees and charges payable under these Terms and will charge your card at regular intervals corresponding to your subscription period. We may charge you on a recurring basis, in advance, with the card details you provided us when creating your account.  We may offer alternative payment methods. If we do so, all Service fees are payable within 14 days.  

8.2 Tax invoices. Tax invoices will be sent to your registered email address and are also available through the Centro Subscription Portal. If you believe there is an invoicing error, please contact us on support@centroassit.com.au. 

8.3 Tax. All amounts payable under this agreement are inclusive of Goods and Services Tax (GST).  Centro ASSIST shall comply with these requirements and shall provide a valid tax invoice. The term “GST” has the meaning given to that term in the A New Tax System (Goods and Service Tax) Act 1999 (Cth) 

8.4 Late or Non-Payment. If you do not pay the Service fees when due, or if your card payment is declined, we will notify you of this. After notifying you, we may limit certain features of the Service until we receive full payment, or entirely suspend your access to the Service (in which case we will not charge you). If we have not received full payment within 30 days of notifying you, we may cancel the Service.  

8.5 Refunds. We may, at our discretion, issue a refund if you believe the Centro ASSIST does not meet your requirements or are not satisfied for any other reason within 7 days of your initial Term. We may decline to provide this refund if you have logged into the Web App or downloaded Centro Materials. To request a refund, please notify us (support@centroassist.com.au). We will review your request and determine whether a refund is applicable based on our discretion. 

Summary: You allow us to charge your payment card to pay all Centro ASSIST subscription fees. We will send invoices to your registered email address. If you fail to pay or your card is declined, we can limit or cancel your access to Centro ASSIST.  

9. No-fee Services; Beta Versions

9.1 No-Fee Service. We may offer certain types of subscriptions or Service features at no charge, including trials (No-Fee Service). These terms apply to any No-Fee Services, except as stated in this clause and use of a No-Fee Service may be subject to additional terms. Unless specified in any additional terms, your use of No-Fee Subscriptions is limited to your subscription period or, if there is not applicable subscription period, for 30 days.  

9.2 Beta versions. We may make available certain features and functionality in the Service on pre-release ‘beta’ basis (Beta Version). You understand that Beta Versions may still be under development, incomplete, unstable, inoperable and contain errors and/or bugs. We may, at any time, change or discontinue any part or all of a Beta Version at our discretion.  

Summary: You can trial Centro ASSIST for free for up to 30 days, unless we say otherwise. You can also use beta or early release features in Centro ASSIST, but you understand that some of these features may not work reliably

10. Intellectual Property

10.1 Your Intellectual Property. You have, and retain, all rights, title and interest, including intellectual property rights, in and to the Customer Material and any other materials you use in connection with the Services. You grant us a worldwide, limited, non-exclusive, royalty-free license to access and use, copy, distribute and display these materials to the extent required to provide you with the Services.  

10.2 Our Intellectual Property. We and/or our licensors have and retain all rights, title and interest, including intellectual property rights, in and to the Web App, Services, Centro Materials and all related or underlying technology and any modifications or derivative works (Centro IP). The Services are made available on an access-only basis and no ownership is transferred. Subject to these Terms, we grant you a worldwide, limited, non-exclusive, royalty-free license to access and use, copy, distribute and display the Centro IP solely in connection with your internal business requirements, operations and activities and to the extent required to provide you with the Services You agree not to sell, license, distribute or otherwise utilise the Centro IP: (i) in any way that generates direct or indirect profit; (ii) for third party purposes; or (iii) for external commercialisation.  

10.3 New Intellectual Property. We own any new Intellectual Property created, developed or otherwise arising in connection with the Services (New IP), excluding any intellectual property in the Customer Materials. You agree to take all steps to ensure the transfer of ownership of any New IP to us. If rights to the New IP cannot be transferred to us, you grant us (or an entity designated by us) an irrevocable, perpetual, unconditional, worldwide, royalty-free, exclusive license to use, reproduce, sell, display, modify, distribute, create derivative works of, and otherwise exploit the New IP.  

10.4 Third Party Software. The Service may utilise third party software, including open-source software. Nothing in these Terms will be taken to contradict the terms of any third-party license. All third party software is provided on the terms of respective third party licenses, and on an "as is" basis, without warranty.  

10.5 Feedback. We welcome your feedback, suggestions, proposals, improvements, code or bug-fixes (Feedback). If you do share Feedback, you also grant us an irrevocable, unconditional, worldwide, royalty-free, sublicensable, and transferable license to, reproduce, sell, display, modify, distribute, create derivative works of, and otherwise use the Feedback. You agree that all Feedback you provide to us is non-confidential and non-proprietary and warrant that you have all rights necessary to submit the Feedback. 

Summary: You own the Customer Material and other materials you upload to Centro ASSIST. We own Centro ASSIST, all related technology and the Centro Materials, as well as any new intellectual property. We do not own, or are responsible for, third party software used in Centro ASSIST. If you share feedback with us, we can use that feedback as part of our services. 

11. Confidentiality

11.1 Definitions. In this clause: (a) (Confidential Information) Confidential Information means information, whether oral, graphic, electronic, written or in any other form, that is or should reasonably be regarded as confidential. Confidential Information does not include information that: (i) is or becomes part of the public domain, otherwise than through a breach of confidentiality; (ii) was independently developed or created by the Receiving Party prior to the Receiving Party receiving the Information from the Disclosing Party; (iii) was received from a third party legally entitled to possess the Information and disclose it; or (iv) constitutes personal information of an individual that has been provided to the Receiving Party by the Disclosing Party under these Terms. (b) (Disclosing Party) Disclosing Party means a party to whom Confidential Information belongs or relates and which has disclosed that Confidential Information; or (c) (Receiving Party) Receiving Party means a party that has received Confidential Information.  

11.2 Confidentiality. The Receiving Party must only use and reproduce Confidential Information for the purpose of performing its obligations under these Terms and, subject to this clause, must keep the Confidential Information confidential and not disclose any Confidential Information to any person. 

11.3 Disclosure. The Receiving Party may disclose Confidential Information to its Personnel who have a “need to know” that Confidential Information for the purpose of assisting the Receiving Party to perform its obligations under these Terms, provided that such persons are first made aware of the confidentiality obligations imposed under these Terms and either agree to be personally bound by them or are already bound by substantially similar confidentiality obligations. 

11.4 Mandatory Disclosure. The Receiving Party may disclose Confidential Information if required to do so by law, a court of competent jurisdiction, or a stock exchange on which its securities are listed, but only to the extent necessary to comply with those requirements, and only if the Receiving Party gives notice to the Disclosing Party as soon as practicable after it becomes aware of the need to make such disclosures (to the extent that the Receiving Party is permitted to do so). 

11.5 Acknowledgements. The Receiving Party acknowledges that monetary damages alone would not be adequate compensation to the Disclosing Party for a breach of this clause 4, and the Disclosing Party is entitled to seek an injunction from a court of competent jurisdiction if the Receiving Party fails to comply or threatens to fail to comply with this clause 4. 

Summary: Certain information relating to this agreement and our services is confidential. Confidential information must only be shared with people who have a need to know it or if there are legal reasons to share it.  

12. Publicity

12.1 Permission. You grant permission to use your name, designated trademark, logo and a description of Centro ASSIST products and services on Centro Assist’s website, social media platforms including, but not limited to, Facebook, LinkedIn, Instagram or similar, and in sales proposals and presentations and otherwise on its list of clients/vendors.  

You may withdraw such permission at any time by sending an email to marketing@centroassist.com.au . 

12.2 Additional Marketing. We may perform additional marketing, such as press releases, case studies or media statements that describe the Centro Assist products and services provided to you, or provide a customer reference (Additional Marketing). We will notify you of our intention to undertake any Additional Marketing and you can object to Additional Marketing at any time.  

Summary: We can use your name and other brand assets to promote our products. You can object at any time.   

13. Term, Auto-renewal

13.1 Term and Minimum Term. Unless stated otherwise in your Order, your subscription begins on the Service Start Date and ends on the last day of the relevant subscription period, unless terminated earlier as described in clause 14. 

13.2 Auto-renewal. After the end of each subscription period, your subscription will automatically renew on the then-current version of these Terms and pricing. We will continue to provide the Service until the Service is terminated by you, as described in clause 14. 

Summary: Your subscription starts when we make the Service available to you and continues for your subscription period (annual or monthly). Your subscription will automatically renew after your subscription period ends. The terms and pricing at the time of renewal apply to all renewing subscriptions. 

14. Termination

14.1 Termination by you. You may terminate the Service at any time by notifying us via email (support@controassist.com.au) that: (a) (notice) you wish to end the Service without cause. We may require you to complete an offboarding form and/or confirm your termination. Termination will be effective within 30 days of us receiving your email; (b) (breach) we have breached a material provision of these Terms and, within thirty (30) days of you notifying us, we fail to remedy that breach or the breach is not capable of remedy; (c) (updates) an Update substantially and detrimentally impacts your access to, or the quality of, the Service, having regard to Service functionality, useability and accessibility.  

14.2 Termination by us. We may terminate the Service at any time by notifying you via email (to your registered email) that: (a) (notice) we wish to end the Service without cause. Termination will be effective within 30 days of our email; (b) (breach) you have breached a material provision of these Terms and, within thirty (30) days of you notifying us, we fail to remedy that breach or the breach is not capable of remedy; (c) (viability) we reasonably believe that it is not technically or operationally feasible or commercially viable to supply the Service to you; (d) (suspension) we suspend your access to the Service under these Terms for more than 14 days.  

14.3 Immediate termination. Either party may terminate the Service at any time, effective immediately, by notifying the other (if notified to you, to your registered email address or, if notified to us, to support@centroassisst.com.au) if it: (a) (fraud, illegality) reasonably suspects fraud or other illegal activity by the other, its personnel or any other person in connection with the Service; (b) (compliance) is required to do so in order to comply with an order, instruction, request or notice of a regulator, an emergency services organisation, any competent governmental authority or by authorisation of or under law; (c) (insolvency) suffers an insolvency event and other reasonably believes the other party is unable to comply with its obligations under these Terms.  

14.4 Early termination. If you terminate the Service before the completion of the Minimum Term, you must pay all Service fees equal to the unpaid portion of Service fees for the Minimum Term. You authorise payment of this amount by card.  

Summary: You or we can end this agreement after 30 days of notifying the other. If a party breaches this agreement and does not correct the breach, the other can end it after 30 days of notifying the other. We can end the agreement if it is not commercially viable for us to offer the service or if your account is suspended for more than 14 days. Both parties can end the agreement for fraud, compliance issues or insolvency. If you end this agreement before the end of the Minimum Term, you must pay fees for the remainder of the Minimum Term.   

15. Consequences of termination

On termination of the Service: (a) (subscription end) your subscription will end and you will no longer be permitted to access or use the Web App or receive the Services. Our obligation to provide you these will also end, including any obligation to store the Centro Materials; (b) (payment) you must pay any Service fees incurred up to, and including, the last day of your subscription period. If your account is in credit, we will contact you to arrange for a refund to your nominated account.  

Summary: On termination, your subscription ends and you do not have permission to use Centro ASSIST. You must pay an outstanding fees and we will credit you any amounts already paid.   

16. Suspension

We may suspend access to the Service or certain Web App functionality with immediate effect if: (a) (unauthorised use) we become aware of unauthorised use of the Service by you and/or your Personnel; (b) (unpaid amounts) any amount payable under these Terms is outstanding for more than 7 days of us notifying you.  

17. Data retention

We will retain your data for as long as necessary to provide you with the Services which in most cases does not exceed 12 months. When Centro ASSIST no longer needs to use your data to comply with contractual or statutory obligations we will remove it from our systems and records and/or take steps to anonymise it, unless we need to keep your data to comply with statutory retention purposes for example for tax purposes, audit and legal compliance or to preserve evidence within statutes of limitation.    

18. Warranties

18.1 Disclaimer. To the extent permitted by law, all representation, warranty, condition, guarantee or undertaking that would be implied into these Terms by legislation, common law, equity, trade, custom or usage is excluded to the fullest extent permitted by law.  

18.2 Implied warranties. You acknowledge and agree that, to the maximum extent permitted by law (including the Australian Consumer Law), the only warranties and guarantees provided by us in relation to the Services are those expressly stated in these Terms.  

18.3 Limited remedies. Our liability for failing to comply with a consumer guarantee under the Australian Consumer Law (other than a guarantee under section 51, 52 or 53 of the Australian Consumer Law) is limited, at our option, to one or more of the following: (a) (replacement) when the breach relates to 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, and/or the payment of the cost of having the goods repaired; (b) (resupply) when the breach relates to services, the supply of the services again, and/or the payment of the cost of having the services supplied again.  

Summary: This agreement does affect your rights, including under the Australian Consumer Law. However, to the extent possible, the only representation, warranty or guarantee given in relation to the Services is expressly mentioned in this agreement. We do not make any other representations, warranties or guarantees. We can correct certain breaches of the Australian Consumer Law by replacing goods or resupplying services.  

19. Limitation of liability

19.1 Exclusions. To the maximum extent permitted by law, including under the Australian Consumer Law, neither party will be liable to the other for any: (a) (negligence) loss or damage of any kind that is directly or indirectly caused by or results from any gross negligence or unlawful act or omission by a party or its Personnel; (b) (reliance) access, reliance or dependence on any Information, Third Party Material, Centro Material or Customer Material respectively; (c) (property) damage to real or personal property or injury to person of any kind suffered or incurred by a party or its Personnel arising directly or indirectly from your wilful and grossly negligent access to and use of the Service and/or the Web App; (d) (data) damage to, loss or theft of, or corruption of data; (e) (consequential) any indirect, punitive, incidental, special or consequential loss or damage of any kind, or loss of profits or anticipated profits, economic loss, loss of business opportunity, loss of data, loss or damage resulting from wasted management time, or loss of or damage to reputation or goodwill, irrespective of whether the loss or damage is caused by or relates to breach of contract, statute, tort (including negligence) or otherwise, or a party or any other person was previously notified of the possibility of the loss or damage.  

19.2 Cap on Liability. Notwithstanding anything else in these Terms, each party’s total liability to the other in respect of all claims arising in connection with this agreement or the services we provide, shall not exceed the aggregate of the fees paid or payable by the Customer in the twelve (12) months prior to the date of a claim, except in relation to breaches of clauses 2 (Access to Services), 8 (Payments), and 10  (Intellectual Property). 

19.3 Notice of Liability. Neither party will not be liable to the other in respect of any matter whatsoever, unless the first party provides notice in writing of any claim for Loss within five (5) Business Days of becoming aware of an occurrence of the event or default in respect of which your claim arises. 

19.4 Indemnity. Each Party indemnifies the other and must keep the other and its Personnel indemnified against all claims, actions, loss (including consequential, special, punitive, indirect or economic loss or damage, loss of profits or opportunity) or liability, including legal expenses on a full indemnity basis and any debt recovery agency fees, made against the indemnifying party to the extent that such is caused (directly or indirectly) by an infringement of a third party’s intellectual property rights. The indemnity is subject to the Customer: (a) (notification) promptly notifying the Supplier in writing of the IP Claim; (b) (proceedings) making no admission of liability and not otherwise prejudicing or settling the IP Claim, without the Supplier’s prior written consent; and (c) (authority) the indemnified party having authority and information required to conduct and/or settle the negotiations and litigation relating to such claims.  

Summary: You or we are not responsible for losses relating to negligence, reliance, property damage, data loss, or consequential or indirect damages. The limit for any claim under this agreement cannot be higher than the amount that was payable in the 12 months before a claim. This limit does not apply to breaches relating to use of the service (clause 1), payments (clause 8) and intellectual property (clause 10). There is an indemnity for infringement of third party intellectual property and there are conditions for this indemnity.  

20. Disputes

20.1 Complaints. Neither may not commence mediation or litigation in relation to any matter arising directly or indirectly out of these Terms (Complaint) until the parties have made reasonable efforts to resolve the Complaint through negotiation of their senior Personnel. If you have a Compliant, you may notify us of your complaint via email (support@centroassist.com.au). 

20.2 Mediation. If negotiation fails to resolve the Complaint within 14 days, the parties may initiate mediation undertaken in Sydney, New South Wales before a mediator agreed between the parties. If the parties cannot agree a mediator within 5 Business Days, a mediator will be appointed by Law Society of NSW on the application of either party. The parties will pay the mediator’s costs equally but otherwise the parties must pay their own costs of the mediation.   

20.3 Relief. Nothing in this clause prevents a party seeking urgent interlocutory relief where failure to obtain such relief would cause irreparable damage to that party. 

Summary: If you have a complaint, please let us know (support@centroassist.com.au) and we will try to resolve it. If we cannot resolve it by discussions through senior representatives, the complaint can be resolved through mediation. Urgent court intervention is permitted in certain circumstances.  

21. General

21.1 Relationship. These Terms do not create a relationship of employment, agency or partnership between you and us.  

21.2 Subcontracting. We may sub-contract or otherwise engage another party to perform or discharge any, or all, of our obligations under these Terms, provided that we are liable for the actions and/or omissions our sub-contractors, as if these actions and/or omissions were undertaken by us. 

21.3 Transfer. These terms are not assignable or transferable without our prior written permission of the other party. We may assign or transfer these Terms to an affiliate after notifying you.  

21.4 Waiver. No right under these Terms will be deemed to be waived except by notifying the other party in writing. 

21.5 Severability. Any provision of these Terms that is illegal or unenforceable will be severed from these Terms and will not affect the continued operation of the remaining provisions. 

21.6 Notices. Where these Terms require a party to notify the other, that notice must be in legible writing and in English, addressed to the party in accordance with its details set out in these Terms. Notice will be regarded as being given by the sender and received by the addressee if: (a) (hand) if hand delivered, upon delivery; (b) (post) by post to an address within the same country as the sender, on the second Business Day after the date of posting; (c) (email) by email address to support@centroassist.com (when notifying us) or your registered email address (when notifying you), on the first Business Day after the date it was sent.   

21.7 Costs - Each party must bear its own legal, accounting and other costs for the preparation and execution of these Terms. 

21.8 Entire Agreement. The documents described in clause 1 form part of these Terms. These Terms contain the entire understanding between the parties regarding its subject matter.  

22. Governing law.  

These Terms is governed by the laws of the State of New South Wales, Australia and is subject to exclusive jurisdiction of the courts of the State of New South Wales, Australia, including all courts of appeal.