Terms of Service

1. Parties

The Customer is the legal entity (or, where no entity is identified, the individual) that signs up for the Service. The person who clicks “I accept” or first uses the Service on behalf of an entity warrants that they have authority to bind that entity to these Terms.

2. Definitions

• Authorised Users means individuals authorised by the Customer to access the Service under the Customer’s account, including the Customer’s employees, contractors and advisers.
• Customer Data means all data, content, records and files that the Customer or its Authorised Users submit to, store on, or generate through the Service, including client records, contact information and communications.
• Documentation means the user guides and other written documentation that we make available for the Service.
• Order means an online order, written order form or in-product subscription selection that identifies the plan, term, fees and any agreed customisations.
• Service means the martinCRM software-as-a-service application, including the marketing website, the tenant application and the admin application, and any related APIs and Documentation.

3. The Service

We grant the Customer a non-exclusive, non-transferable right (without the right to sublicense) to access and use the Service during the subscription term, in accordance with these Terms and the applicable Order. The Service is provided on a multi-tenant, shared-infrastructure basis.

4. Accounts and access

The Customer is responsible for:

• keeping account credentials confidential and configuring multi-factor authentication where supported;
• all activity that occurs under the Customer’s account or by the Customer’s Authorised Users;
• ensuring Authorised Users comply with these Terms and the Acceptable Use Policy.

We may suspend access where we reasonably believe suspension is necessary on security, legal or compliance grounds. We will give the Customer notice (or, if prior notice is not practicable, notice as soon as practicable afterwards) and an opportunity to remedy the underlying issue where the circumstances allow.

5. Customer Data

The Customer owns Customer Data. The Customer grants us a worldwide, non-exclusive, royalty-free licence to host, copy, process, transmit, display and back up Customer Data solely as necessary to provide the Service, prevent or address service or technical problems, comply with the Customer’s instructions, or comply with the law.

When we process personal information contained in Customer Data on the Customer’s behalf, we do so as the Customer’s processor (in GDPR terms) and as the Customer’s service provider for the purposes of the Privacy Act 1988 (Cth). The Customer is responsible for having a lawful basis for collecting and processing personal information about its end clients and for providing those clients with appropriate notices.

A Data Processing Addendum will be made available before martinCRM accepts paying customers and will form part of these Terms.

6. Acceptable use

The Customer and its Authorised Users must comply with our Acceptable Use Policy. We may remove content or suspend accounts that breach the policy.

7. Fees and billing

• Fees are set out in the applicable Order or on our pricing page. Fees are exclusive of GST and any other applicable taxes, which the Customer must pay in addition.
• Subscriptions are billed in advance on the cycle specified in the Order (typically monthly or annually).
• Unless stated otherwise, fees are non-refundable, including for partial subscription periods, except where (a) the Customer terminates these Terms for our material breach, or (b) we terminate the Service without cause, in which case we will refund pre-paid unused fees on a pro-rata basis.
• We may suspend the Service if an invoice is overdue by more than 14 days, after giving the Customer at least 7 days’ written notice and an opportunity to remedy.

8. Service availability

We aim to provide the Service with high availability but do not currently commit to a contractual service-level agreement. Planned maintenance windows and availability targets will be published in the Documentation. We will give reasonable notice of planned maintenance that is likely to be disruptive.

9. Support

Standard support is provided via email to support@martincrm.com.au during Australian business hours. Support scope and response targets for higher-tier plans will be published in the Documentation.

10. Security

We maintain administrative, physical and technical safeguards designed to protect Customer Data, including encryption in transit and at rest, role-based access controls, and tenant-level data isolation. The Service’s primary hosting, database, file storage and email delivery (via Amazon SES) are in AWS’s Sydney (ap-southeast-2) region. The current sub-processor list at /legal/sub-processors identifies any provider that processes Customer Data outside Australia, together with the safeguards we apply.

The Service does not embed third-party behavioural analytics. Activity inside the application is not transmitted to any third-party analytics provider. Analytics on our marketing website at martincrm.com.au are described separately in our Privacy Policy.

We will notify the Customer without undue delay (and in any event within 72 hours) after becoming aware of any breach of security that affects the Customer’s Customer Data.

11. Sub-processors

We use a small number of sub-processors to operate the Service, currently AWS (hosting in the Sydney region) and Amazon SES (email delivery in the Sydney region). The current authoritative list is maintained at /legal/sub-processors.

We will give the Customer at least 30 days’ notice (by email to the account’s primary administrator and a notice in the Service or on the sub-processor page) before adding or replacing a sub-processor that processes Customer Data. If the Customer objects on reasonable grounds and we cannot accommodate the objection within 30 days, the Customer may terminate the affected subscription and receive a pro-rata refund of pre-paid unused fees.

12. Confidentiality

Each party may receive Confidential Information of the other. Confidential Information must be kept in confidence and used only for the purposes of these Terms. The obligations do not apply to information that is publicly known through no breach, was already known without obligation, is independently developed, or is required to be disclosed by law (with prompt notice to the other party where permitted).

13. Intellectual property

We retain all intellectual-property rights in the Service, the Documentation and any improvements, including any feedback the Customer provides. The Customer retains all rights in Customer Data. No rights are granted other than as expressly stated in these Terms.

14. Warranties and disclaimers

We warrant that the Service will perform substantially in accordance with the Documentation. As the Customer’s exclusive remedy for breach of this warranty, we will use reasonable efforts to correct the non-conformity or, if we cannot, terminate the affected subscription and refund pre-paid unused fees.

To the maximum extent permitted by law and except as expressly set out in these Terms, all conditions, warranties and representations (whether express, implied, statutory or otherwise) are excluded. Nothing in these Terms excludes, restricts or modifies any right or remedy that cannot be excluded under the Australian Consumer Law or any other applicable law. Where our liability for breach of a non-excludable consumer guarantee can be limited, our liability is limited (at our option) to the supply of the Service again or payment of the cost of supplying it again.

15. Liability

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for loss of profits, revenue, goodwill, business opportunity, anticipated savings, or loss of or damage to data, even if advised of the possibility of such losses.

Subject to the previous paragraph, each party’s aggregate liability arising out of or in connection with these Terms is capped at the fees paid or payable by the Customer to us in the 12 months preceding the event giving rise to liability.

The cap and exclusions above do not apply to: (a) breach of confidentiality; (b) breach of intellectual-property rights of the other party; (c) the indemnities in these Terms; or (d) liability that cannot be excluded or limited by law.

16. Indemnity

We will defend the Customer against any third-party claim that the Service, when used in accordance with these Terms, infringes that third party’s intellectual-property rights, and will pay damages finally awarded against the Customer for that claim, provided the Customer promptly notifies us of the claim, gives us sole control of the defence and reasonably cooperates.

The Customer will defend us against any third-party claim caused by the Customer’s breach of these Terms or the Acceptable Use Policy, including any unlawful or non-compliant Customer Data, on the same terms.

17. Term and termination

These Terms apply for the subscription term set out in the Order and renew automatically for successive equal terms unless either party gives notice of non-renewal at least 30 days before the end of the then-current term. We will highlight auto-renewal at sign-up and on each renewal invoice.

Either party may terminate these Terms (a) for material breach not remedied within 30 days of written notice, or (b) immediately if the other party becomes insolvent or unable to pay its debts as they fall due.

18. Data export and deletion

During the subscription term and for 30 days after termination, the Customer may export Customer Data through the Service’s export tools or by request. After that period, we may delete Customer Data in the ordinary course unless retention is required by law. Backups containing Customer Data are deleted in accordance with our backup-rotation schedule.

19. Changes to these Terms

We may update these Terms from time to time. For changes that materially and adversely affect the Customer, we will give at least 30 days’ notice (by email to the account’s primary administrator and a notice in the Service). If the Customer objects to the change, the Customer may terminate the affected subscription and receive a pro-rata refund of pre-paid unused fees.

20. General

• Governing law: these Terms are governed by the laws of New South Wales, Australia. Each party submits to the non-exclusive jurisdiction of the courts of New South Wales.
• Notices: routine notices to us may be sent by email to legal@martincrm.com.au. Formal legal notices (including notices of breach, termination or dispute) must be sent both by that email address and by post to:
  World Wide Productions Pty Ltd
  45 Nandewar Drive
  Buderim QLD 4556
  Australia
  Notices to the Customer may be sent to the email address associated with the Customer’s account.
• Assignment: the Customer may not assign these Terms without our written consent. We may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets.
• Force majeure: neither party is liable for failure or delay caused by circumstances beyond its reasonable control.
• No waiver: failure to enforce any provision is not a waiver of that or any other provision.
• Severability: if any provision is unenforceable, it will be modified to the minimum extent necessary and the remaining provisions remain in effect.
• Entire agreement: these Terms (together with the applicable Order, Privacy Policy and Acceptable Use Policy) are the entire agreement between the parties about the Service and supersede prior agreements on that subject.