SafetyCulture Terms and Conditions (Effective until 24/2/22)
Effective November 2, 2020, we have updated our existing terms and conditions. We have created an FAQ that you can read here. Thank you for continuing to be part of the SafetyCulture family.
1. Your Acceptance
Thank you for choosing to use SafetyCulture’s products and services.
- This agreement (Agreement) governs any SafetyCulture products and services (Services) provided to you through the SafetyCulture websites at safetyculture.com, safetycuture.com.au or safetyculture.io (Site), online application suite (SafetyCulture Platform) or that SafetyCulture otherwise provides or makes accessible to you and the seats (being the named individual users of the Services) that you nominate (End Users). This Agreement does not apply if you have executed a hard copy agreement with SafetyCulture for the provision of the Services.
- This Agreement is between SafetyCulture Pty Ltd ABN 16 089 180 049 (SafetyCulture) and the person or entity agreeing to these terms (you).
- You warrant that you are over the age of eighteen and have the power and authority to enter into and perform your obligations under this Agreement. If you enter this Agreement on behalf of your company, then “you” in the remainder of this Agreement means your company, and you warrant that you are properly authorised to bind your company to this Agreement.
- You agree to the terms of this Agreement when you submit an Order, create an account on the Site or SafetyCulture Platform or clicking on the “I agree” button that is presented to you at the time of submitting your Order. If you do not agree with this Agreement, do not click the “I agree” button and stop using and uninstall the Services. The Agreement becomes binding on the date that SafetyCulture accepts your Order or first makes the Services available to you, whichever is earlier (Commencement Date).
This Agreement comprises of:
- these terms and conditions (General Terms);
- the terms specified in the relevant order form completed pursuant to section (12) (Order);
- the terms applicable to each Service set out in product modules in Part B of this Agreement (Product Modules);
- If any of the terms listed in this section (2)(a) are inconsistent, the terms first listed will have priority.
The Services include:
- all services, technology, data, information, programs, material and other content that SafetyCulture makes accessible to you through the Site or the SafetyCulture Platform, including on any desktop, mobile telephone or handheld device (Device) owned or controlled by you or your End Users (Subscription Services); and
- any other services that SafetyCulture otherwise provides to you, but excludes:
- data, information, templates, content, code, video, images or other materials or information of any type that you upload to the SafetyCulture Platform, or otherwise provide to SafetyCulture in connection with the Services (Your Data);
- Your Modifications (as defined in section (8)(a));
- shared materials created by SafetyCulture, you or other users of the Services that are published or made accessible through the Site and SafetyCulture Platform, including in the “Public Library” (Shared Materials); and
- Sensor Hardware supplied by SafetyCulture in accordance with the Sensor Product Module.
- SafetyCulture reserves the right to make changes to the Subscription Services in its sole discretion from time to time, including the functionality, performance, user interface, usability, and the service description published on the Site or that SafetyCulture provides to you (Service Description), and you agree that this Agreement will apply to any changes or updates to the Subscription Services. Subject to SafetyCulture’s obligations under existing Orders, SafetyCulture may discontinue any Service in whole or part at any time without notice or liability to you.
- SafetyCulture will make the Subscription Services available to you and your End Users solely for your internal business operations during the subscription period specified in your Order (Subscription Term) and in accordance with any usage restrictions specified in the applicable Order and Product Module.
Unless permitted by law or as otherwise expressly permitted in this Agreement, you must not (nor may you authorise any third party to):
- rent, lease, distribute, license, sublicense, sell, transfer, assign, distribute or otherwise provide access to the Subscription Services to a third party;
- reproduce, modify, adapt, or create derivative works of, the Subscription Services or remove or tamper with any disclaimers or other legal notices in the Subscription Services;
- reverse engineer, disassemble, decompile, transfer, exchange or translate the Subscription Services or otherwise seek to obtain or derive the source code or API;
- incorporate the Subscription Services into any service that you provide to a third party; or
- use the Subscription Services to provide services, or to create a service that competes with the Subscription Services.
- You must promptly notify SafetyCulture in writing of any breach of the above conditions of use.
- You are solely responsible for ensuring that your Devices and systems are compatible with the Subscription Services and meet any minimum requirements specified in the applicable Service Description.
4. No-Charge Services
SafetyCulture may offer certain Services to you at no charge, including free accounts, trial use, and access to pre-release and beta products (No-Charge Services). Your use of No-Charge Services is subject to any additional terms that SafetyCulture specifies and is only permitted for the period designated by SafetyCulture, or if no such period is designated, 30 days. SafetyCulture may terminate your right to use No-Charge Services at any time and for any reason in SafetyCulture’s sole discretion, without liability to you.
5. Your Accounts
- You must register an account in order to access or receive Services and to receive notices and information from SafetyCulture (Customer Account).
- All End Users must establish a named account on the SafetyCulture Platform (End User Account).
- You may specify one or more administrators who may elect to have password protected rights to access administrative account(s) (Admin Account(s)) to administer the Subscription Services and End User Accounts.
You are responsible for your Customer Account and all End User Accounts and Admin Accounts under your Customer Account (together, Your Accounts). Your responsibilities include:
- maintaining the confidentiality of the passwords associated with each of Your Accounts;
- ensuring that only those individuals authorised by you have access to Your Accounts; and
- ensuring that all activities that occur in connection with Your Accounts comply with this Agreement.
6. Intellectual Property Rights
- SafetyCulture and its licensors have and retain all rights, title and interest, including all intellectual property rights, including copyright, trade or service marks, designs, patents, rights in circuit layouts, domain names and trade names anywhere in the world (Intellectual Property Rights) in and associated with the Services.
- You and your licensors retain ownership of all rights, including Intellectual Property Rights, in Your Data.
You grant to SafetyCulture, or must procure the grant to SafetyCulture of, a non-exclusive, worldwide, irrevocable, royalty-free licence (including the right to sublicense) to use and develop the Intellectual Property Rights in Your Data to the extent required to:
- enable SafetyCulture to exercise its rights and discharge its obligations under this Agreement, including to provide or support the Services, and to offer to provide you with any other goods or services (including other products); and
- generate aggregated data sets, reports and analysis relating to technical data about customer use of the Subscription Services in a form that is anonymised and does not identify you or any individual (Aggregated Data). You acknowledge and agree that SafetyCulture will own all Intellectual Property Rights in Aggregated Data.
- SafetyCulture may use Aggregated Data to analyse, improve, support and operate the Services and for related internal business purposes.
7. Integration with Third Party Products
You may choose, in your sole discretion, to integrate the Services with third party products or services (Third Party Products). If you choose to use any Third Party Products in connection with the Services, SafetyCulture may provide such third parties access or use of Your Data to the extent required for the interoperation of the Services with the Third Party Product. Your use of any Third Party Product will be subject to the applicable agreement between you and the relevant third party provider. SafetyCulture is not responsible for any access to or use of Your Data by such third party providers. SAFETYCULTURE DISCLAIMS ALL LIABILITY FOR ANY THIRD PARTY PRODUCTS AND FOR THE ACTS OR OMISSIONS OF ANY THIRD PARTY PROVIDERS OF THIRD PARTY PRODUCTS.
8. Your Data and Your Modifications
- To the extent permitted by the functionality provided by a Subscription Service, you may modify a template, training course or incident workflow in the Subscription Services for the purposes of developing customisations and additional features of a template, training course or incident workflow (Your Modifications).
- If you elect to publicly share any of Your Data or Your Modifications with SafetyCulture or other users through the functionality provided by the Subscription Services (Your Shared Materials), you grant SafetyCulture and each other user that downloads Your Shared Materials a non-exclusive, worldwide, perpetual, irrevocable, royalty-free licence (including the right to sublicense) to use, develop, modify, reformat, publish, distribute to third parties, and exercise any other Intellectual Property Rights you have in Your Shared Materials.
You warrant that Your Data and Your Modifications (including any of Your Shared Materials):
- are not unlawful, defamatory, offensive, obscene, harmful, of bad taste, or inappropriate;
- comply with the SafetyCulture Policies, including the Acceptable Use Policy;
- are not false, misleading or inaccurate;
- do not infringe third party rights (including Intellectual Property Rights);
- comply with all applicable laws; and
are not infected with viruses or any other malicious computer code, files or programs.You acknowledge and agree that SafetyCulture may, in its absolute discretion, remove, delete, or modify any of Your Data or Your Modifications (including any of Your Shared Materials) from the Subscription Services, Site and SafetyCulture Platform.
- You must indemnify, defend and hold SafetyCulture and its affiliates, service providers, officers, employees, contractors and customers (those indemnified) harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including legal fees) arising out of or in connection with any claim brought against those indemnified by a third party relating to Your Data or Your Modifications (including any of Your Shared Material), including but not limited to any claim relating to infringement of law or the rights of a third party (including Intellectual Property Rights), or representations or warranties that you make about Your Data, Your Modifications or the Services. SafetyCulture agrees to provide: (i) prompt written notice to you of any such claim; (ii) the exclusive right to control and direct the investigation, defence, or settlement of such claim; and (iii) all reasonably necessary cooperation of SafetyCulture at your expense.
9. Downloading Shared Materials
- your use of Shared Materials is at your own risk;
- SafetyCulture excludes all liability to you and any third party in respect of your use of Shared Materials; and
- it is your responsibility to assess (and if necessary, obtain professional advice on) the suitability of Shared Materials for your purposes and any modifications required to meet those purposes.
- In this Agreement, Confidential Information of a party means information of a confidential nature including information about its business, operations, strategy, administration, technology, affairs, clients, customers, employees, contractors or suppliers, but does not include any Shared Materials, or any other information which is in the public domain other than through a breach of confidence.
Each party (Recipient) must keep confidential and not disclose to any third party Confidential Information of the other party, with the exception that a Recipient may disclose such Confidential Information:
- a third party with the prior written consent of the other party; and
- the Recipient’s, or affiliates or subsidiaries of the Recipient’s, officers, agents, professional advisers, employees, contractors, subcontractors, auditors and insurers; and provided that such recipients are subject to confidentiality obligations no less stringent than under this Agreement in relation to that Confidential Information; and
- where the Recipient is legally compelled to do so by any government or any governmental, administrative, regulatory, fiscal or judicial body, department, commission, authority, tribunal, or agency, provided that it first uses commercially reasonable efforts to give the other party written notice prior to disclosure if permitted by law.
- Each party must only use Confidential Information of the other party for the purpose for which it was disclosed in connection with this Agreement.
- In this section, Personal Information has the meaning given under the Privacy Act 1988 (Cth), or the meaning given to any similar term under other applicable privacy or data protection laws that is used to describe information relating to an individual.
- You are responsible for ensuring that you have obtained all individual consents required for SafetyCulture to provide the Services in respect of any Personal Information contained within Your Data, including from your End Users.
- Where (i) the EU General Data Protection Regulation 2016/679 (“GDPR“) and/or (ii) the laws of other states and territories that create and regulate substantially similar concepts and legal principles as are contained in the GDPR apply to any of Your Data, the terms of Appendix 1 (Data Protection Compliance) and Appendix 2 (Data Processing Agreement) will apply.
- Where the Privacy Act 1988 (Cth) applies to any of Your Data, the terms of Appendix 3 will apply.
Other than as expressly noted in this section (11), you acknowledge that:
- the Services have not been designed to meet the requirements of laws or standards that may apply to you in respect of Your Data, including without limitation, the Health Insurance Portability and Accountability Act 1996, the Payment Card Industry Security Standards, or any other law or standard applicable to the handling, storage, processing, transfer, security or location of Your Data in any jurisdiction; and
- it is your responsibility to satisfy yourself that your use of the Services will allow you to meet any legal obligations applicable to you in respect of Your Data, and SafetyCulture disclaims all liability for your non-compliance with any such laws or standards arising from your use of the Services.
completing the online order page (Online Order) located on the Site which contains details of:
- the Services being ordered;
- the applicable fees (Fees);
- the number of paid End User Accounts that will form part of your organisation in respect of Subscription Services (if applicable);
- the Subscription Term applicable to any Subscription Services;
- the applicable billing details, and the currency in which you will be billed; and
- if applicable, details of any Sensor Products or other products made available by SafetyCulture in the future you wish to order; or
- execute a paper-based quote or order form (Quote/Order Form) provided by SafetyCulture which sets out the relevant information in section (12)(a).
13. Billing and Payment
- You must pay all Fees for the Services in accordance with the rates and currency set out in the applicable Order(s). Other than where expressly provided for under this Agreement, all Fees are non-refundable, non-cancellable and non-creditable.
You will be billed the Fees in accordance with the Order as follows:
for Subscription Services, you must elect one of the following billing cycle options:
- a Monthly Plan, in which case you will be billed the applicable Fees monthly in advance; or
- an Annual Plan, in which case you will be billed the applicable Fees annually in advance; or
- for Services other than Subscription Services, you will be billed the applicable Fees in accordance with the payment milestones specified in your Order, or if none are specified, in advance upon submitting the relevant Order. Services other than Subscription Services may be charged on a “fixed-fee” or “time and materials” basis, as specified in the relevant Order.
Your Order, and any other amounts owing to SafetyCulture will be billed using one of the following methods (as specified in your Order):
- by direct debit of your credit card or debit card (Direct Debit), in which case you authorise SafetyCulture to debit you in the month prior to the commencement of the annual or monthly billing cycle (as applicable);
- by issuing an invoice in accordance with the billing cycle or payment milestones specified in your Order (Invoiced Payments). You must pay any Invoiced Payment within thirty (30) calendar days after the date of invoice; or
- by such other forms of payment that SafetyCulture makes available on the Site, which may be subject to additional terms and conditions.
- If you dispute any invoice or charge that SafetyCulture has billed you (acting reasonably and in good faith) you must notify SafetyCulture of the dispute without unreasonable delay.
- You are responsible for any duties, customs fees, or taxes (other than SafetyCulture’s income tax) associated with the supply of the Services or any other goods or services provided by SafetyCulture to you, including any VAT, GST or other applicable sales tax, and any related penalties or interest (Taxes), and you will pay SafetyCulture for the Services without any withholding for Taxes. If SafetyCulture is required to collect or pay Taxes, the Taxes will be invoiced to you. You must provide SafetyCulture with any information SafetyCulture reasonably requests to determine whether SafetyCulture is obliged to collect Taxes from you, including your relevant Tax identification number.
14. Warranties and Limitation on Liability
SafetyCulture warrants that:
- Subscription Services (other than No-Charge Services) will conform in all material respects with the applicable Service Description for the duration of the Subscription Term; and
SafetyCulture will use commercially reasonable efforts to prevent introduction of viruses, Trojan horses or similar harmful materials (Malicious Code) into the Services. To avoid doubt, SafetyCulture is not responsible for any Malicious Code introduced by third parties, or by you or your End Users.Provided that you notify SafetyCulture in writing of any non-compliance under this section (14)(a) promptly after becoming aware of such non-compliance, SafetyCulture will use commercially reasonable endeavours to correct the non-compliance within a reasonable period. If SafetyCulture has not remedied the non-compliance by the date that is forty-five (45) days after your written notice, either party may terminate the affected Services.THIS SECTION (14)(a) CONSTITUTES YOUR EXCLUSIVE RIGHTS AND REMEDIES, AND SAFETYCULTURE’S SOLE LIABILITY, IN CONNECTION WITH THE WARRANTIES IN THIS SECTION (15)(a). YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF WARRANTIES REQUIRED BY STATUTE, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.
- Except as expressly stated in this Agreement or required under any applicable law, the Services and any other goods or services provided by SafetyCulture to you are provided on an “as is” basis, and SafetyCulture does not make any representation or warranty (express or implied) in respect of the Services or any other goods or services provided by SafetyCulture to you, including, without limitation, any implied warranty of merchantability, of fitness for a particular purpose, that operation of the Services will be uninterrupted or error free, that all defects will be corrected, or that SafetyCulture will maintain Your Data without loss or corruption.
- If you reside in Australia and are a “consumer” for the purposes of the Australian Consumer Law, then the provisions in section (2) of Appendix 3 will apply.
To the maximum extent permitted by law, in no event will SafetyCulture be liable to you or any third party in connection with this Agreement, whether in contract, tort, equity, statute or otherwise for:
- your misuse of the Services, acts or omissions of your personnel;
- Service outage or interruption, or any damage or losses, arising from networks or websites outside of SafetyCulture’s control;
- any injury, damage to property, or loss to any person in relation to your use of the Services;
- subject to section (11), breach of any law applicable to your business activities, including but not limited to any work health and safety or food safety law, in connection with your use of the Services; or
- loss of profits, loss of revenue, loss of anticipated savings, loss of use, loss or corruption of data, costs of delay or procurement of substitute or replacement goods and services, business interruption, failure of security mechanisms, loss of goodwill, and any other form of indirect, incidental, special or consequential or punitive damages.
- To the maximum extent permitted by law, in no event will either party’s aggregate liability for any claims in connection with this Agreement exceed the total Fees actually paid by you under this Agreement during the twelve month period immediately prior to the event giving rise to the liability.
15. IP Indemnity
Subject to section (15)(c), SafetyCulture will defend you against any third party claim alleging that the Subscription Services infringes any copyright or any patent (a “Claim”), and will indemnify you against any damages and costs finally awarded by a court of competent jurisdiction or any settlement amounts agreed in writing by SafetyCulture, provided that you provide SafetyCulture:
- prompt written notice of any such claim;
- the exclusive right to control and direct the investigation, defence, or settlement of such claim; and
- all reasonably necessary cooperation and assistance in the defence and investigation of the Claim at SafetyCulture’s expense.
In the event of a Claim, SafetyCulture may, in its sole discretion:
- procure the right for your continued use of the Subscription Services in accordance with this Agreement;
- replace the Subscription Services with a similar service with materially equivalent functionality; or
- terminate your Order in respect of the Subscription Services affected by the Claim and refund any prepaid, unused Fees in respect of the terminated Subscription Services.
The indemnity obligation in this section (15) will not apply to the extent that any Claim arises:
- in connection with your use of No-Charge Services;
- as a result of misuse of the Subscription Service or use of the Subscription Service with any third party data (including any Shared Materials), or in combination with any Third Party Products other than that for which the Subscription Services were designed or provided;
- as a result of modification to the Service made by any party other than SafetyCulture or its subcontractors; or
- in connection with circumstances covered by your indemnification obligations under section (8)(d).
- THIS SECTION (15) CONSTITUTES YOUR EXCLUSIVE RIGHTS AND REMEDIES, AND SAFETYCULTURE’S SOLE LIABILITY, FOR ANY INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS IN CONNECTION WITH ANY SUBSCRIPTION SERVICES.
16. Term and Renewal
- This Agreement commences on the Commencement Date and expires when all Subscription Terms have expired, and all other Orders have been completed, unless otherwise terminated in accordance with this Agreement (Term).
Unless otherwise set out in the relevant Order, each Subscription Term will automatically renew for periods equal to the initial Subscription Term at the then-current rates unless:
- you elect not to renew your Subscription Term by providing written notice to SafetyCulture at least 30 days prior to the expiry of the then-current Subscription Term, in which case your subscription will expire at the end of the then-current Subscription Term; or
- SafetyCulture provides you notice that the Subscription Term will not renew at any time prior to the expiry of the then-current Subscription Term, in which case your subscription will expire at the end of the then-current Subscription Term.
17. Termination and Suspension
- You may terminate Subscription Services at any time by following the online process specified on the Site for cancelling your Subscription Term. If you choose to terminate this Agreement in accordance with this clause, you will not be entitled to any credits or refunds as a result of such termination.
Either party may terminate this Agreement in whole or part, including any particular Order(s), immediately upon providing notice to the other party if:
- the other party is in material breach of this Agreement and does not cure the breach within thirty (30) days after written notice of the breach; or
- if the other party ceases to operate, has an administrator appointed, enters a deed of company arrangement or other form of administration involving one or more of its creditors, is subject to an order that it be wound up, declared bankrupt, or that a liquidator or receiver be appointed, or otherwise becomes insolvent or is unable to meet its financial obligations.
SafetyCulture may suspend the Services (including any of Your Accounts) immediately without providing you notice, or terminate this Agreement in whole or part, including any particular Order(s), immediately upon notice to you, if:
- you are in material breach of this Agreement more than two times during the Term notwithstanding any cure of such breaches;
- you have failed to pay any Fees within sixty (60) days after the relevant due date;
- you infringe SafetyCulture’s Intellectual Property Rights; or
- your use of the Services breaches any applicable law or any of the SafetyCulture Policies.
If SafetyCulture suspends your use of the Services pursuant to its rights under this Agreement:
- SafetyCulture will continue to charge you Fees during the suspension period and you must pay any outstanding Fees prior to SafetyCulture resuming the provision of the Services; and
- SafetyCulture may, in its sole discretion, refuse to resume the provision of the Services until it is satisfied that you have cured the breach which caused the suspension to SafetyCulture’s reasonable satisfaction.
18. Consequences of Termination
Upon the date that this Agreement or any Order expires or is terminated, then:
- subject to any further access to the Subscription Services granted by SafetyCulture under section (18)(b)(ii), you and your End Users must cease all access and use of the relevant Subscription Services, Your Modifications and any Shared Materials;
if the Agreement or any Order is terminated:
- by you for SafetyCulture’s breach, then SafetyCulture will refund any prepaid, unused Fees that relate to the terminated Subscription Services; or
- by SafetyCulture for your breach, then you must pay to SafetyCulture any and all outstanding Fees due for the remaining duration of any Subscription Term, which will become immediately due and payable upon termination;
- you must delete any software or other materials that SafetyCulture has provided to you, or made accessible for download by you, for use in connection with the Services (including any Shared Materials) from any Devices; and
- you must return, or if requested by SafetyCulture, destroy all of SafetyCulture’s Confidential Information in your possession or control and provide written certification to SafetyCulture that you have done so.
Within thirty (30) days after the effective date of expiry or termination of this Agreement, you must notify SafetyCulture if you would like Your Data returned to you or deleted. If you notify SafetyCulture that you elect to have Your Data:
- deleted (or fail to provide SafetyCulture notice of your election), then SafetyCulture will delete Your Data by removing pointers to it on SafetyCulture’s active and replication servers and overwriting it over time; or
- returned, SafetyCulture will, at your election, use commercially reasonable endeavours to deliver Your Data to you, or provide you access to the relevant Subscription Service (other than a No-Charge Service) to access Your Data for a period of up to 30 days following the date of termination or expiry provided that you continue to pay SafetyCulture the then-current rates for the applicable Subscription Services in respect of that period.
- The following provisions will survive any termination or expiration of this Agreement: sections (8)(c), (8)(d), (9), (10), (13), (14), (15), (18), (20) and any other sections which by intent or meaning have validity beyond termination or expiration of this Agreement.
SafetyCulture may update or modify the terms of this Agreement from time to time, including the SafetyCulture Policies and any other referenced documents (including the Service Descriptions) to respond to changes in SafetyCulture’s products, services, business or as required by law, by giving notice to you. If an update or modification to the terms of this Agreement materially reduces your rights, you may terminate this Agreement upon providing notice to SafetyCulture within 30 days after the date of SafetyCulture’s notice to you under this section, with such termination to be effective on the date of your notice or the effective date of the update or modification, whichever is later.
- Unless otherwise agreed in your Order, this Agreement is governed by the laws of New South Wales, Australia and the parties agree to submit to the exclusive jurisdiction of the courts in New South Wales, Australia.
- If any provision of this Agreement is held to be invalid, illegal, or unenforceable that provision shall be deemed omitted to the extent that it is invalid, illegal, or unenforceable and the remainder of this Agreement will be construed in a manner as to give greatest effect to the original intention of this Agreement.
- The failure of either party to exercise any right provided in this Agreement in any instance will not be deemed to be a waiver of such right.
- Except where an exclusive remedy is specified in this Agreement, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise.
- Other than in respect of an obligation to pay any Fee or other amount, neither party will be liable for non-performance or inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, pandemic, riot, labour condition, governmental action, power interruption, telecommunication, data and internet disturbance) that was beyond the party’s reasonable control (Force Majeure Event).
- Your use of any website or software that is not provided by SafetyCulture to access or download the Services will be governed by the terms and conditions applicable to that website or software. SafetyCulture is not responsible for any consequences resulting from the use of such website or software, including but not limited to any damage to your property, including your Device, or the transfer of any computer virus or similar malicious code, except to the extent such consequences are caused by the Service.
Any notices to you may either be posted on the Site or SafetyCulture Platform, or given in writing (which may be by email) to the address last notified by you to SafetyCulture. Any notices to SafetyCulture, and any questions, concerns or complaints relating to the Services must be in writing and addressed to:
- email@example.com, if the inquiry is related to privacy or your Personal Information;
- firstname.lastname@example.org, if the inquiry is related to support or billing; or
- for all other enquiries, the Enquiry Officer, SafetyCulture Pty Ltd, PO Box 7175, Garbutt QLD 4814 Australia or given by email to: email@example.com.
- You agree to use your commercially reasonable endeavours to resolve any dispute arising out of or relating to this Agreement with SafetyCulture prior to resorting to any external dispute resolution process or court proceedings.
This Agreement, and any rights granted hereunder, must not be transferred or assigned by either party (assigning party) without the prior express written consent of the other party, except:
- to a third party participating in a merger with, or acquisition of the assigning party; or
- in respect of SafetyCulture, to any of SafetyCulture’s affiliates or subsidiaries.
- This Agreement contains the entire understanding between the parties regarding the subject matter of this Agreement. To avoid doubt, resellers of the Services are not authorised to modify the terms of this Agreement or make any representations, undertakings or other legally binding commitments on behalf of SafetyCulture.
Appendix 1 (GDPR – Data Protection Compliance)
In this Appendix and in Appendix 2 (GDPR – Data Processing Agreement):
- Customer Personal Data means any personal data which SafetyCulture (or its sub-processors) processes on your behalf as a processor in the course of providing Services.
- Data Protection Laws means the EU Data Protection Laws and the laws of other states and territories that create and regulate substantially similar concepts and legal principles as are contained in the EU Data Protection Laws in relation to the processing of personal data.
- EU Data Protection Laws means, the GDPR and any national laws which implement or supplement or replace the same from time to time.
- Model Clauses means contractual clauses that have been approved for use by the relevant supervisory authorities under applicable EU Data Protection Laws to enable the lawful transfer of personal data to a country or organisation that would otherwise not be regarded as having adequate safeguards for personal data (which as at the date of this Agreement include the controller to processor terms approved by Commission Decision C(2010)593).
- Security Incident means a breach of SafetyCulture’s security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Customer Personal Data.
- personal data, consent, controller, processor, data subject and processing mean those concepts, roles and activities as defined in the applicable EU Data Protection Laws.
- SafetyCulture is the controller in respect of personal data, such as account registration details, that we collect directly from users of the Services (End Users) and users of No-Charge Services, and which we use for the purposes of our business.
- You are the controller and we are the processor in respect of any other personal data (including within Your Modifications) that is uploaded by End Users and/or users of No-Charge Services including data, templates, information, content, code, video, images or other material of any type (Materials), or which is provided by your administrators (see Section 5 above).
To the extent that the Services and/or Non-Charge Services comprise the processing of personal data where we are the processor and you are the controller:
- you will comply with the requirements of the Data Protection Laws as the same apply to you as controller of the personal data; and
- the provisions of Appendix 2 (Data Processing Agreement) to these Terms shall apply
- There is a lawful basis for the collection and processing of personal data; and
Appendix 2 (GDPR – Data Processing Agreement)
The provisions of this Appendix form part of this Agreement to the extent that section (11)(d) of the General Terms applies.
Details of Data Processing
- Subject matter: The subject matter of the data processing under this Data Processing Agreement is the processing of Customer Personal Data in connection with the performance of the Agreement
- Duration: As between you and SafetyCulture the duration of the data processing under this Data Processing Agreement is determined by you, subject to the other provisions of the Agreement.
- Purpose: The purpose of the data processing under this Data Processing Agreement is the provision of the Services under the Agreement.
- Nature of the processing: data hosting, storage and such other services as are described in the Agreement.
- Type of Data: Customer Personal Data uploaded to the Services under your accounts.
- Categories of data subjects: The data subjects may include your customers, employees, suppliers and end-users.
Terms of Data Processing
Where SafetyCulture acts as processor of personal data on your behalf, SafetyCulture shall:
- process personal data only on your reasonable documented instructions unless required to do so by law; in such a case, SafetyCulture shall inform you of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest. You acknowledge and agree that your final and completion instructions regarding the processing of Customer Personal Data are set out in this Agreement. Any additional or alternate instructions must be agreed in writing by the parties (and SafetyCulture will be entitled to charge a reasonable fee to cover any costs incurred in complying with them);
- ensure that persons authorised to process the personal data on our behalf have committed themselves to confidentiality obligations or are under an appropriate statutory obligation of confidentiality;
implement appropriate organisational and technical measures to ensure a level of security for the personal data which is appropriate to the risks to individuals that may result from the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to the personal data. The measures that we consider appropriate are more fully described in SafetyCulture’s Architecture and Security document (a copy of which is available on request). This document outlines:
- our architecture and infrastructure through which Services and No-Charge Services are provided;
- security controls employed by us and our service providers in protecting personal data; and
- security controls employed by our support channels which handle personal data.
- not engage another processor without your prior specific or general written authorisation. You agree to SafetyCulture appointing the processors listed at https://safetyculture.com/legal/privacy-policy/ and grant SafetyCulture general authorisation to appoint additional processors. We shall impose obligations on any processor that we appoint on your behalf that are equivalent to the terms set out in this Appendix 2. We shall remain liable for the performance of these processors;
- taking into account the nature of the processing, assist the controller by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the controller’s obligation to respond to requests for exercising the data subject’s rights laid down in Chapter III of the EU General Data Protection Regulation 2016/679, provided that this assistance will be provided by us at your cost on a time and materials basis;
- SafetyCulture will (a) notify you of a Security Incident without undue delay after becoming aware of the Security Incident, and b) take reasonable steps to mitigate the effects and to minimise any damage resulting from the Security Incident. To reasonably assist you in relation to any personal data breach notifications you are required to make under the GDPR, SafetyCulture will include in the notification such information about the Security Incident as SafetyCulture is reasonably able to disclose to you, taking into account the nature of the Services, the information available to SafetyCulture, and any restrictions on disclosing the information, such as confidentiality;
- at the choice of the controller, delete or return all the personal data to the controller after the end of the provision of services relating to processing, and delete existing copies save that SafetyCulture shall be entitled to retain Customer Personal Data where required by EU law or the national law of an EU member state or another applicable law, including any Australian state or Commonwealth law to which the processor is subject, or where such data is required for SafetyCulture’s internal record keeping or where it is necessary for use in any legal proceedings or the deletion could cause any liability to SafetyCulture; You must notify us of Personal Data that you wish to have returned or deleted within 30 days following the effective date of termination; and
- make available to the controller all information reasonably necessary to demonstrate compliance with the obligations laid down in Article 28 (processor) of the EU General Data Protection Regulation 2016/679 and allow for and contribute to audits, including inspections, conducted by the controller or another auditor mandated by the controller (in each case at the controller’s cost). Such assistance shall be provided at your cost. The timing, scope and duration of any audit shall be mutually agreed by the parties. You shall not be entitled to carry out audits more than once in any 12 month period, other than where a data security incident has taken place, you shall be entitled to carry out an additional audit within 30 days of SafetyCulture notifying you of such security incident. You shall ensure that any third party auditor appointed by you is (i) not a competitor of SafetyCulture; and (ii) is committed to appropriate confidentiality obligations. You and/or any third-party auditor shall comply with SafetyCulture’s standard policies and procedures when accessing SafetyCulture’s premises or systems.
You acknowledge that in the performance of the Services SafetyCulture may require to transfer Customer Personal Data outside the EEA. Where any such transfer takes place:
- the transfer shall take effect upon and subject to the terms of the Model Clauses (Processor) and the parties each agree to comply with those terms;
- the “data exporter” for the purposes of the Model Clauses (Processor) shall be deemed to mean you and the “data importer” shall mean the Safety Culture;
- Appendix 1 of the Model Clauses (Processor) shall be deemed to be populated by the details as set out under https://safetyculture.com/legal/privacy-policy/; and
- Appendix 2 of the Model Clauses (Processor) shall be deemed to be populated by the details set out under https://safetyculture.com/legal/privacy-policy/.
- For the avoidance of doubt, SafetyCulture shall also be entitled to process data (including personal data) obtained in the course of the Services to carry out statistical analysis, manage its business (including its staff and contractors), develop and improve its services, comply with its own legal obligations and deal with legal claims. SafetyCulture shall act as the controller for the purposes of these data processing activities.
- process personal data only on documented instructions from the controller, including with regard to transfers of personal data to a third country or an international organisation, unless required to do so by European Union or the national law of an EU member state to which the processor is subject; in such a case, the processor must inform the controller of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest;
- ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
- implement appropriate organisational and technical measures as required pursuant to Article 32 (security of processing) of the EU General Data Protection Regulation 2016/679. The measures that SafetyCulture considers appropriate are more fully described at https://safetyculture.com/security/ or in SafetyCulture’s Architecture and Security document (a copy of which is available on request). This document outlines:
- our architecture and infrastructure through which Services and No-Charge Services are provided;
- security controls employed by SafetyCulture and its service providers in protecting personal and/or sensitive personal data; and
- security controls employed by SafetyCulture’s support channels which handle personal data or sensitive personal data.
- respect the conditions for engaging another processor referred to in paragraphs 2 and 4 of Article 28 (processor) of the EU General Data Protection Regulation 2016/679;
- taking into account the nature of the processing, assist the controller by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the controller’s obligation to respond to requests for exercising the data subject’s rights laid down in Chapter III of the EU General Data Protection Regulation 2016/679;
- assist the controller in ensuring compliance with the obligations pursuant to Articles 32 to 36 of the EU General Data Protection Regulation 2016/679 taking into account the nature of the processing and the information available to the processor;
- at the choice of the controller, delete or return all the personal data to the controller after the end of the provision of services relating to processing, and delete existing copies unless EU law or the national law of an EU member state or another applicable law, including any Australian state or Commonwealth law to which the processor is subject requires storage of the personal data; and
- make available to the controller all information necessary to demonstrate compliance with the obligations laid down in Article 28 (processor) of the EU General Data Protection Regulation 2016/679 and allow for and contribute to audits, including inspections, conducted by the controller or another auditor mandated by the controller (in each case at the controller’s cost).
Appendix 3 (Australian legal compliance)
- The provisions of this Appendix 3 apply to the extent that section (11)(e) of the General Terms applies.
- You are responsible for compliance with the Privacy Act 1988 (Cth) (Privacy Act) with respect to any Personal Information contained within Your Data that you use in connection with the Services. You must ensure that you obtain all necessary consents from relevant individuals for the use of the Personal Information contained within Your Data with the Services, including its transfer outside of Australia to the extent required in order for SafetyCulture to provide the Services to you.
- Other than where arising from a SafetyCulture breach of this Agreement, you must indemnify, defend and hold SafetyCulture and its affiliates, service providers, officers, employees, contractors and customers (those indemnified) harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including legal fees) arising as a result of any breach of the Privacy Act relating to your collection, use, storage, processing or disclosure of any Personal Information contained within Your Data in connection with the Services.
- SafetyCulture agrees to only use Personal Information contained within Your Data in order to exercise its rights and perform its obligations under this Agreement.
SafetyCulture must comply with the Privacy Act to the extent it is applicable to the processing of Personal Information in Your Data, including by:
- taking reasonable steps to protect Personal Information contained in Your Data that is held by SafetyCulture from misuse, interference and loss, and from unauthorised access, modification or disclosure;
- promptly notifying you in writing of:
- any complaint about the privacy of Personal Information contained within Your Data received by SafetyCulture;
- any request for access to Personal Information contained within Your Data received by SafetyCulture; and
- any unauthorised access or disclosure or Personal Information contained within Your Data, or other breach, or suspected breach, of the Privacy Act;
- co-operate and provide reasonable assistance to you in connection with any complaint, request or breach referred to in section (1)(e)(ii) of this Appendix 3; and
- promptly take any commercially reasonable steps required to contain and rectify any of the matters referred to in section (1)(e) of this Appendix 3.
2. Australian Consumer Law
- The provisions of this section (2) of this Appendix 3 apply to the extent that you are a Consumer for the purpose of the Australian Consumer Law.
In this section (2) of Appendix 3:
- Australian Consumer Law means the law as set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth);
- Consumer has the same meaning given to it by section 3 of the Australian Consumer Law; and
- Consumer Guarantee means a consumer guarantee under the Australian Consumer Law.
Our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled:
You are also entitled to choose a refund or replacement for major failures with goods. If a failure with the goods or service does not amount to a major failure, you are entitled to have the failure rectified in a reasonable time. If this is not done you are entitled to a refund for the goods and to cancel the contract for the service and obtain a refund of any unused portion. You are also entitled to be compensated for any other reasonably foreseeable loss or damage from a failure in the goods or service.
- to cancel your service contract with us; and
- to a refund for the unused portion, or to compensation for its reduced value.
- If the Services fail to meet any Consumer Guarantee, and the total amount paid by you for the Services under this Agreement is less than AUD$40,000, SafetyCulture’s liability to you for failure to meet such Consumer Guarantee is limited, to the extent permitted by law, to (at SafetyCulture’s election) supplying the Services again or paying for the cost of having the Services supplied again.
Part B – Product Modules
A. SafetyCulture (iAuditor) Product Module
- The terms of this SafetyCulture (iAuditor) Product Module apply to SafetyCulture (iAuditor) Services.
- SafetyCulture (iAuditor) Services means the provision of the online Subscription Service known as SafetyCulture (iAuditor) available through the SafetyCulture Platform, as further described in the Service Description at https://safetyculture.com/iauditor/.
SafetyCulture (iAuditor) Services
SafetyCulture will make SafetyCulture (iAuditor) Services available to you on Devices owned or controlled by you or your End Users during the Subscription Term.
Service Level Agreement (SLA)
Other than in respect of No-Charge Services, SafetyCulture (iAuditor) Services will have 99.9% availability in any calendar month (SafetyCulture (iAuditor) SLA). Subject to your compliance with this section (3), you may be entitled to the following remedies for breach of the SafetyCulture (iAuditor) SLA:
- an extension to your Subscription Term applicable to the SafetyCulture (iAuditor) Service; or
service credits of an equivalent pro-rated value to the extension of the Subscription Term in the form of a monetary credit to a monthly-billing account, as described in the table below (Service Credits). Service Credits may not be exchanged for, or converted to, monetary amounts, and are capped at fifteen days of SafetyCulture (iAuditor) Services in any calendar month.
Monthly Uptime Percentage Service Credits
(Days of extension to the Subscription Term / pro-rated credit equivalent)
< 99.9% – >= 99.0% 3 < 99.0% – >= 95.0% 7 < 95.0% 15
- To claim Service Credits, you must notify SafetyCulture within thirty (30) days from the end of the calendar month to which the Service Credits relate. Failure to comply with this requirement will forfeit your right to receive the Service Credits. The status of the SafetyCulture (iAuditor) Services can be viewed at https://status.safetyculture.com/.
- The relevant Service Description may disapply the SafetyCulture (iAuditor) SLA to specific parts of the SafetyCulture (iAuditor) Service.
- SafetyCulture will not be liable under this SafetyCulture (iAuditor) SLA for any unavailability of the SafetyCulture (iAuditor) Service caused by Force Majeure Events or any equipment (including your Devices) or network connections outside of SafetyCulture’s control.
- THIS IAUDITOR SLA STATES YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY FAILURE BY SAFETYCULTURE TO MEET THE IAUDITOR SLA.
SafetyCulture (iAuditor) DisclaimerYou acknowledge and agree that:
- you are using the SafetyCulture (iAuditor) Service at your own risk;
- the SafetyCulture (iAuditor) Service is not a substitute for professional advice; and
- you are solely responsible for the use of the SafetyCulture (iAuditor) Service and agree that any safety audits, training courses or incidents conducted using the Service are only part of establishing a safe system of work, which would typically require you to undertake additional and comprehensive gap analysis and risk assessments along with specific safe work method statements and safety training.
B. Sensor Product Module
- The terms of this Sensor Product Module apply to Sensor Services.
In this Agreement:
- Sensor Services means the provision of the online Subscription Service known as Sensor Services available through the SafetyCulture Platform, and as described in the Service Description at https://safetyculture.com/temperature-sensors/.
- Sensor Hardware means the hardware products that are required in order for you to receive the Sensor Services, as described in section (4) of this Sensor Product Module; and
- Sensor Products means the Sensor Services and Sensor Hardware.
- SafetyCulture will make the Sensor Services available to you on a Device owned or controlled by you or your End Users during the Subscription Term.
- You will be required to purchase and install Sensor Hardware in order to use the Sensor Services. To avoid doubt, if you elect to purchase Sensor Hardware from SafetyCulture, the supply by SafetyCulture of such Sensor Hardware does not form part of the “Services” for the purposes of this Agreement, including without limitation, for the purpose of any warranties or indemnities provided by SafetyCulture in relation to the Services in the General Terms.
SafetyCulture may offer to supply certain Sensor Products to you with or without charge, along with access to pre-release and beta products (Trial Services). If SafetyCulture provides you with free Trial Services, such Trial Services will constitute No-Charge Services in accordance with section (3) of the General Terms, and any use of the Trial Services after the period specified by SafetyCulture (Trial Period) will be subject to SafetyCulture’s standard Fees for the relevant Trial Services. If SafetyCulture charges you for Trial Services, the Fees will be set out in the applicable Order.
In order to use the Sensor Services, you must purchase and install Sensor Hardware and, at your option, a gateway which communicates with the sensor equipment and the SafetyCulture Platform, compatible with the Sensor Services as specified at https://safetyculture.com/temperature-sensors/.
Sensor Hardware supplied by SafetyCulture
You may elect to purchase Sensor Hardware from SafetyCulture by entering an Order for the supply of the relevant Sensor Hardware. If you place an Order for the supply of Sensor Hardware, the terms of this section (5) will apply to such Order.
- Fees. Fees for Sensor Hardware will be payable in advance upon placing your Order.
- Shipping Fees. In addition to the Fees payable for the relevant Sensor Hardware upon placing the Order, you must pay to SafetyCulture shipping charges to be invoiced separately based on the cost incurred by SafetyCulture to send the Sensor Hardware to your nominated locations with no mark up. For the avoidance of doubt, this may include the cost of shipping from the manufacturer to SafetyCulture.
- Title and Risk. Title in the Sensor Hardware will not pass to you until SafetyCulture has received full payment for the Sensor Hardware. If SafetyCulture does not receive payment for the Sensor Hardware, title to the Sensor Hardware will not pass to you. Title in the Hardware will not ever pass to you if you pay for the sensor equipment on an instalment basis, if applicable.
Risk in the Sensor Hardware will pass to you upon SafetyCulture delivering the Sensor Hardware to your nominated location or your shipping agent. Once risk in the Sensor Hardware passes, you are solely responsible for the Sensor Hardware.
Review and Acceptance
Within 5 business days of the Sensor Hardware being delivered by SafetyCulture to your nominated location or your shipping agent, you may conduct inspections and testing on the Sensor Hardware in order to determine whether it functions in accordance with applicable specifications that SafetyCulture (or the relevant manufacturer) provide (Specifications), and you must either:
- notify SafetyCulture that the Sensor Hardware is functioning in accordance with the Specifications and that you accept the Sensor Hardware; or
- notify SafetyCulture that the Sensor Hardware is not functioning in accordance with the Specifications.
- If you fail to notify SafetyCulture in accordance with section (5)(d)(i) of this Sensor Product Module within 5 business days of the Sensor Hardware being delivered by SafetyCulture to your nominated location or your shipping agent, or you use the Sensor Hardware in a non-test, live or production environment prior to such notice being provided, you will be deemed to have accepted the Sensor Hardware.
If you provide notice to SafetyCulture in accordance with section (5)(d)(i)(2) of this Sensor Product Module, and SafetyCulture is satisfied that the Sensor Hardware does not meet the Specifications, then SafetyCulture will organise replacement Sensor Hardware, provided that the failure of the Sensor Hardware has not been caused, in whole or in part, by your:
- incorrect installation of the Sensor Hardware;
- misuse of the Sensor Hardware contrary to the Specifications;
- use of the Hardware by a person not trained to use the Sensor Hardware; and/or
- deliberate tampering with, or damage to the Sensor Hardware.
- SafetyCulture reserves the right to charge you additional Fees in the event that any returned Sensor Hardware is determined by SafetyCulture or the manufacturer to be functioning in accordance with its Specifications, which may include administrative and shipping Fees.
- We will take all reasonable steps to facilitate a warranty claim for the Sensor Hardware and will use commercially reasonable efforts to pass through any warranties provided by the manufacturer of any Sensor Hardware supplied by SafetyCulture to you. You acknowledge and agree that SafetyCulture is not the manufacturer of the Sensor Hardware and SafetyCulture is not liable for the manufacturer’s warranty. In the event that you wish to make a warranty claim against the manufacturer, SafetyCulture will provide commercially reasonable endeavours to assist you in making such claim.
- If you pay for the Sensor Hardware up front, and we have received full payment for the Sensor Hardware, you will be eligible for a warranty for the period that is two (2) years after you have received the Sensor Hardware.
- If you pay for the Sensor Hardware on an instalment basis, you will be eligible for a warranty for the Sensor Hardware for the Term as per the Order.
- If you reside in Australia and are a “consumer” for the purposes of the Australian Consumer Law, then the provisions in section (2) of Appendix 3 will apply.
Installation of Hardware
- You must comply with the Specifications and any installation instructions SafetyCulture provides to you when you install the Sensor Hardware. SafetyCulture is not liable for any loss or damage caused to you or Sensor Hardware arising from your failure to install the Sensor Hardware in accordance with the Specifications or such installation instructions.
You are responsible for:
- ensuring that your systems and facilities are compatible with the Sensor Hardware and meet any minimum requirements specified in the Specifications;
- making any changes to your systems required in order to install the Sensor Hardware;
- any calibration of the Sensor Hardware required to integrate the Sensor Hardware with your systems and for any ongoing use of the Sensor Services; and
- ensuring that the Sensor Hardware is adequately powered or charged at all times. SafetyCulture may provide notification through the Sensor Services that available battery life on the Sensor Hardware is running low, however you are responsible for carrying out your own checks to ensure that the Sensor Hardware is properly powered or charged.
Data and Privacy
- Any information, insights, statistics, measurements or reports (Sensor Data) produced or generated by the Sensor Products will be owned by SafetyCulture. Your use of the Sensor Products does not grant or transfer you any rights, title or interest in the Sensor Data, except as set out in this section (7).
SafetyCulture grants you a limited licence to copy, transmit, store, analyse and back up or otherwise access the Sensor Data, during the Subscription Term or Trial Period (as applicable) for the Sensor Services solely for you to:
- analyse and diagnose problems with your equipment, systems or procedures;
- create reports based on analysis conducted by or on the Sensor Products; and
- use the Sensor Products.
Sensor Products Disclaimer
You acknowledge and agree that:
- you are solely responsible for your use of the Sensor Products;
- the Sensor Products are not designed to be a replacement for any emergency warning or evacuation warning system. You must have your own policies and procedures in place to deal with any emergency situation or evacuation situation. The Sensor Products should be used as a backup emergency warning system only;
- except as expressly stated in this Agreement and to the extent permitted by applicable law, SafetyCulture does not make any representation or warranty (express or implied) in respect of the Sensor Products, including, without limitation, any implied warranty of merchantability, of fitness for a particular purpose, arising from a course of performance, course of dealing, or usage of trade or against hidden defects, and provides Sensor Products to you on an “as is”, “with all faults” and “as available” basis and without any further warranties of any kind. SafetyCulture makes no warranty that operation of the Sensor Products will be uninterrupted or error free or that all defects will be corrected; and
- to the maximum extent permitted by law, SafetyCulture excludes all liability for:
- a loss of stock, assets or any other material monitored by the Sensor Products; and
- any defect, error, lack of functionality, or suitability (or the absence of, or reduction in, any anticipated result, outcome or benefit), inaccessibility of, interruption or outage with respect to the Sensor Products.