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> Resources > The Human Services Professionals > Web Pages > Terms DPS  

Terms and Conditions

 

Introduction

 

These terms and conditions relate to services supplied by Direct Project Solutions Australia Pty Ltd.

 

Please contact us if you wish to create INDIVIDUAL TERMS* with us for the services we supply. You may find it easiest to retain our (and your, if you have them) default terms 'as is', and create an attachment that dot points only where our individuals terms will differ from those. In the meantime, the DEFAULT TERMS (see below) apply.

 

Default Terms

 

The following relates to the use of any use of our 'services'. By using or accessing the services, you are confirming that you agree to these terms.

  1. Our Standard Software Licence Agreement can be used as a template with respect to purchases of licences to our software that require pen and paper signatures (usually, when the customer asks for this, or when the scope of the organisation and / or service is significant and complex).

  2. App designs owned by you, where the functionality is owned by us.

    For some apps we host, and tools we build, the design is owned by the customer, and the App Creator into which we configure those designs, along with the configuration and any platform upon which the app is hosted, is owned by us.

    As such, the customer's IP (the design) and our IP (the app or tool) on a technical level become inseparable from our platform and our libraries.

    This inseparability is the trade-off for the app getting access to the pre-coded functionality in, which if coded into the app to make it a standalone app, would make that app prohibitively expensive, and block other economies of scale offered by a platform, such as a shared database for staff, client, permissions and other details, and workflows.

    The benefit of this trade-off is the key to our success as a highly innovative ‘doing business better’ alternative to ground up development in getting networked apps up and running, in the context of limited resources.

  3. Brand protection

    Our brand and the reputation of our products must be protected from actions at the customer end that would cause our products to perform unreliably for reasons other than the quality of the products themselves. For example, if actions or inaction at your end intermittently blocks your users from our products, and it can be reasonably expected that your users will assume that the blockage is due to our products, then we would require you to uninstall without delay, in order to avoid damage to our brand and the reputation of our products.

  4. Integrity.

    In supplying services, we are unable to compromise the integrity of our status as independent advisors.

  5. Limitations to services supplied.

    We provide provide functionality, features and benefits, but do not provide code or advice on coding.

  6. Decommissioning of apps.

    Any decommissioning of any app associated with our brand and reputation must be planned and risk managed, as a protection the professional reputation of stakeholders. An app cannot be deliberately set to malfunction or function poorly in the lead up to decommissioning. See also: 'Brand protection'.

  7. Intellectual property.

    IP for the sofwtare rests with us in the context of other text on this page relating to IP.

  8. Only you may use your services.

    You must not authorise any third party to access or use the services on your behalf. You must contact us right away if you suspect misuse of your services or any security breach in the service. You are responsible for all activity that takes place with your services.

  9. Your data. You are responsible for backing up the data that you store on the service, except where by an agreement between you and us we store on your behalf.

  10. Software.

    We reserve all other rights to software provided. We may automatically check your version of the software. We may also automatically download to your computer upgrades to the software to update, enhance, and further develop the service.

    Any software we provide is licensed, not sold. Unless we notify you otherwise, the software license ends when your service ends. You must then uninstall the software, or we may disable it. You must not work around any technical limitations in the software.

    You must not disassemble, decompile, or reverse engineer any software that's included in the service, except and only to the extent that the applicable copyright law expressly permits doing so.

  11. How we may change the contract.

    If we need to amend this document, then we'll notify you before the change takes effect. We may give this notice by posting it on the service or by any other reasonable means.

    If you don't agree to the change, we request that you contact us to discuss this as soon as is practicable, otherwise we cannot be obliged to keep providing the service, and you must cancel and stop using the service before the change becomes effective.

  12. No warranty.

    We provide the service "as is," "with all faults," and "as available." We don't guarantee the accuracy or timeliness of information available from the service. You acknowledge that computer and telecommunications systems are not fault-free and occasional periods of downtime occur. We do not guarantee the service will be uninterrupted, timely, secure, or error-free, or that data loss will not occur. We give no express warranties, guarantees, or conditions. We exclude any implied warranties, including for merchantability, satisfactory quality, fitness for a particular purpose, workmanlike effort, and noninfringement.

    You have certain rights under law. Nothing in this contract is intended to affect those rights, if they are applicable.

  13. Liability limitation.

    You can recover from us only direct damages up to an amount equal to your service fee for one month. You cannot recover any other damages, including consequential, lost profits, special, indirect, incidental, or punitive damages. The limitations and exclusions apply to anything related to this contract, for example: the service; loss of data; third-party programs, or third-party conduct accessed via the service; viruses or other disabling features that affect your access to or use of the service; incompatibility between the service and other services, software, and hardware; delays or failures you may have in starting or completing transmissions or transactions in connection with the service in an accurate or timely manner; claims for breach of contract; breach of warranty, guarantee or condition; strict liability; tort (including negligence or breach of statutory duty); or misrepresentation. The limitations and exclusions also apply if this remedy does not fully compensate you for any losses or fails of its essential purpose or if we knew or should have known about the possibility of the damages. Some or all of these limitations or exclusions may not apply to you if your law does not allow the exclusion or limitation of incidental, consequential, or other damages.

  14. Changes to the service and cancellation.

    We may change the service or delete features at any time for any reason. A particular service may be a pre-release version-a beta, for example, and may not work correctly or in the way a final version might work. We may significantly change the final version or decide not to release a final version. We may cancel or suspend your service and your access at any time without notice for reasons including breach of the terms of this contract, or non payment of fees. If your service is cancelled, your right to use the service stops immediately*. Cancellation of the service won't alter your obligation to pay all charges made to your billing account. If we cancel the service in its entirety without cause, we'll refund to you on a pro-rata basis any payments that you have made based on the portion of your service that would otherwise remain. You may cancel the service at any time and for any reason. If it's a paid service, some charges may apply.

    *This section 13, along with the document as a whole, is based on terms that as we understand it every organisation we work with have previous to us agreed to, namely, Microsoft's standard terms & conditions. In practical terms, we would not, and in many cases, on a technical level, "could not", cancel your access. In reality, we would instead enter into discussions about whatever the issue was, and we would work that out together.


  15. General legal terms

    Interpreting the contract. All parts of this contract apply to the maximum extent permitted by law. If a court holds that we cannot enforce a part of this contract as written, you and we will replace those terms with similar terms to the extent enforceable under the law, but the rest of this contract won't change. This is the entire contract between you and us regarding the service. It supersedes any prior contract or oral or written statements regarding your use of the service. If you have confidentiality obligations related to the service-for example, you may have been a beta tester-those obligations remain. The contract's section titles don't limit its terms.

    Assignment and transfer. We may assign, transfer, or otherwise dispose our rights and obligations under this contract, in whole or in part, at any time without notice. You may not assign this contract or transfer any rights to use the service.

    No third-party beneficiaries. This contract is solely for your and our benefit. It is not for the benefit of any other person, except for permitted successors.

    Claims. Claims must be filed within one year. You must bring any claim related to this contract or the service within one year of the date you could first bring the claim, unless the law requires a longer time to file claims. If it isn't filed in time, the claim is permanently barred.

    Notices. You may notify us as stated in customer support for the service. We don't accept email notices. This contract is in electronic form. We may send you, in electronic form, information about the service, additional information, and information the law requires us to provide. We may provide required information to you by email at the address you specified when you signed up for the service or by access to a website that we identify. Notices emailed to you will be deemed given and received when the email is sent. If you don't consent to receive notices electronically, you must stop using the service.