PlanSafe® Terms & Conditions

1. These Terms and Conditions (Terms) govern your use of PlanSafe and form a binding contractual relationship between you and us.
2. You agree to be bound by these Terms and acknowledge that you have had a sufficient opportunity to read and understand these Terms where you:
   1. sign the execution page of a PlanSafe contract or these Terms;
   2. acknowledge and accept any Proposal, where provided;
   3. gain access to and use PlanSafe;
   4. make payment of, or towards, any Fees;
   5. continue to request, either orally or in writing, that we make PlanSafe available to you.

You represent, warrant and undertake that:

1. you have the capacity and authority to enter into and to perform your obligations under these Terms;
2. these Terms have been accepted by you or a duly authorised representative of yours and accordingly legally bind you;
3. you will not use PlanSafe in a manner that is contradictory or inconsistent with these Terms;
4. you will comply with all reasonable and lawful directions that we may give from time to time with respect to your access to, and use of PlanSafe;
5. you will not provide any other person with access to your personal account or provide unauthorized persons with access to your administrator account (as the case may be);
6. you will not infringe the rights, including intellectual property rights, of any third party in accessing and using PlanSafe;
7. All data, documents, photographs and any other material or information that you upload/input into PlanSafe does not infringe the intellectual property rights of any third party;
8. you are responsible for properly recording and ensuring the accuracy of all information that is input into PlanSafe;
9. you are responsible for ensuring the accuracy of all your information in PlanSafe upon each annual review;
10. you will not engage in malicious conduct in using PlanSafe including conduct that is targeted at, or has the effect of, disrupting or interfering with the functionality and operating of PlanSafe; and
11. you will not breach any law in accessing and using PlanSafe.

1. Subject to the stipulations of these Terms, we grant you a non-exclusive, worldwide, non-transferable licence to use PlanSafe in accordance with these Terms.
2. We reserve the right to refuse you access if we consider it reasonable or necessary:
   1. in order to protect our rights under these Terms;
   2. to protect the PlanSafe system and our commercial advantage; or
   3. to comply with any applicable laws or other commercial agreement to which we are a party.

1. The licence to PlanSafe is granted to you by us under clause 1, subject to the following conditions:
   1. you must only use PlanSafe for the purposes it was expressly intended and must not grant or provide any right to any third party to use, access or commercialise PlanSafe other than strictly in accordance with these Terms;
   2. you must co-operate with us in any remediation of any security, unauthorised use or misuse of the PlanSafe;
   3. you must promptly report to us all such matters which you become aware of or consider to be suspicious in the context of unauthorised use or misuse of PlanSafe;
   4. you are responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use PlanSafe;
   5. you must not make any copies of, or derivate works based on, the floor plans, safety compliance training programs, safety compliance examinations or any other information, imagery or content that is available within PlanSafe;
   6. you must not share, give answers or provide any other information contained in or relating to any of the safety compliance examinations with others who will be required to undertake the same examination as part of a safety compliance program;
   7. you must not interfere with or disrupt the operation of PlanSafe, or attempt to do the same; and
   8. you must not, subject to any right under sections 47B(3), 47C, 47D, 47E or 47F of the Copyright Act 1968 (Cth), either directly or indirectly, modify, attempt to decompile, cross compile, disassemble, reverse engineer, or use any other means to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to PlanSafe.

1. The parties acknowledge that if there is a statement of supply that we both agree to (Proposal), it will form part of these Terms.
2. If there is an inconsistency between one or more of the documents which constitute these Terms, the order of precedence will be:
   1. the Proposal;
   2. this document; and
   3. any other document or information expressly incorporated by reference either in the Proposal or in this document.

1. In consideration of being granted access to PlanSafe pursuant to clause 1, you must pay us licence fees in accordance with our usual published fees or as set out in our Proposal to you (Fees).
2. The Fees will be charged in advance, calculated from the date you create an account, or as otherwise reasonably nominated by us from time to time.
3. Where there is a change in the manner in which the Fees are charged, we will provide you with at least thirty (30) days’ notice prior.
4. You must make payment of the Fees within fourteen (14) days of receipt of our invoice.
5. We may elect to use the services of a third party for the purposes of charging and processing Fees (Payment Manager). If we elect to do so, you will be required to agree to the terms and conditions imposed by the Payment Manager. If you do not agree to its terms you will not be able to continue to access and use PlanSafe.
6. You acknowledge and agree that we may reasonably increase the Fees from time to time upon providing you with at least thirty (30) days’ notice. If you do not agree to the increase in Fees, you may terminate these Terms in accordance with clause 14 of these Terms.

1. If you fail to pay or default on payment of any Fees that are due and owing, which is not remedied within three (3) days of the Fees being due, we may charge you for all costs and expenses incurred by us in recovering the outstanding Fees, including legal fees (on a solicitor and own client basis) and court costs. These costs and expenses are payable by you on demand.
2. You acknowledge that we may charge interest on our unpaid Fees. You agree that interest at the rate of the Reserve Bank of Australia Cash Rate plus 2% is payable in respect of any invoice which is not paid in accordance with the terms of payment described in that invoice.  Interest will be charged and calculated on daily rests on the balance owing until the invoice is paid in full.
3. You acknowledge that we also have a right to immediately suspend your access to PlanSafe or terminate these terms pursuant to clause 15.

We will:

1. comply with the Privacy Act 1988 (Cth) and any other applicable privacy laws in relation to your data;
2. provide you with reasonable notice of scheduled maintenance to the Platform;
3. use adequate security systems and procedures to safeguard and prevent third party access to your data;
4. conduct general server maintenance as and when reasonably required;
5. host all data; and
6. ensure that PlanSafe will be provided in accordance with:
   1. these Terms;
   2. the Proposal (if applicable);
   3. applicable laws; and
   4. our marketing material.

1. The content and material contained within or forming a part of PlanSafe (including its coding, imagery, wording, design, graphics, logos, building floor plans and safety compliance training) are owned by us or are granted to us under license and are protected by applicable copyright laws.
2. Each party retains all right, title and interest in and to its pre-existing intellectual property rights.
3. Nothing in these Terms affects a party’s moral rights (as that term is defined in the Copyright Act 1968 (Cth)) in PlanSafe or any of its content.

1. You should not record or upload any sensitive or private information regarding any person to PlanSafe. If you do so, you acknowledge and agree that this information is entirely at your risk.
2. If you add any content, material or other data into PlanSafe directly, you grant us a perpetual, worldwide, royalty free, transferrable and sub-licensable right and license to use, host, modify and publish all information and imagery you have added to PlanSafe.
3. The right and license granted to us by you under paragraph (b) is strictly for creating and displaying plans for the development of building emergency procedures, fire evacuation programs and contractor management. You hereby consent to this information being made available for this purpose and acknowledge that it will be accessible by other users, including approved safety plan developers, the relevant building owner/manager and emergency services personnel.
4. You warrant that you have the legal capacity to grant us the right and license under paragraph (b).
5. The license in paragraph (b) survives any termination of these Terms.
6. You acknowledge and agree that all data will be stored by our server host located in Australia unless otherwise specified by us.

1. When using PlanSafe you are sending information and communicating electronically.
2. By making such electronic communications you acknowledge and consent to receiving communications (including legal notices) from us electronically. We may communicate with you by email (to the address detailed in your account information) or by private message within PlanSafe.

The obligations in clause 13.1 do not apply:

1. to the extent necessary to enable a party to make any disclosure required by law;
2. to the extent necessary to enable a party to perform its obligations under these Terms;
3. to any disclosure agreed in writing between the parties; or
4. in respect of any portion of the Confidential Information which has entered the public domain other than because of a breach of these Terms.

You undertake to not during the duration of these Terms or for a period of 12 months after they end:

1. solicit, canvass, induce or encourage any person who was at any time during the term of these Terms an employee, a director, employee or agent of ours to leave our employment or agency; or
2. do anything that would or would be likely to interfere with the relationship between our clients, customers, employees, partners or suppliers.

1. With respect to administrator users, either party may terminate these Terms by written notice to the other (Termination Notice). Where a Termination Notice is received at least 30 days before the end of the then current billing period. Termination will take effect at the end of that billing period.
2. With respect to non-administrator users, either party may terminate these Terms at any time by providing written notice to the other.

With respect to administrator users, either Party may, without prejudice to its other rights or remedies, terminate these Terms with immediate effect by written notice to the other Party, in the event of:

1. any material breach of the Agreement by the other party which is not remedied within 14 days after the service on the party in default of a written notice specifying the nature of the breach and requiring that the same be remedied; or
2. the other party becoming insolvent.

Upon termination or expiry of these Terms:

1. you must pay all outstanding Fees, and other charges due to us under these Terms up to the date of termination;
2. each party must destroy the other parties Confidential Information received under these Terms and certify such destruction in writing;
3. any accrued rights or liabilities of either party or any provision of these Terms which is expressly or by implication intended to come into or continue in force on or after such termination will not be affected;
4. promptly following termination, we will inform emergency services that you are no longer participating in our safety compliance program;
5. If you are an administrator user, we will maintain your content and data for 12 months from its last update, whilst it remains accurate and valid. We may not continue to maintain this information beyond this period. We will not provide you with notice of your content and data being deleted before it is. If you wish to obtain a copy of your data, we will promptly provide it to you following your request upon payment of our reasonable handling fees. We will not be liable to you in any way where you have failed to obtain your data before it is deleted.

1. Subject to clause 14 above, if you breach these terms in any way we may in our sole discretion and after providing seven (7) days’ written notice to you:
   1. take any legal action we have available against you;
   2. suspend your account;
   3. terminate these Terms;
   4. block your use of PlanSafe; and/or
   5. disclose information about you and your use of PlanSafe for investigation by any enforcement body for your unlawful activity.
2. You agree that monetary damages may not be sufficient where your actions cause damage to us, whether by tarnishing our goodwill, impacting upon our downloads or increasing our expenses and in such a case you irrevocably consent to us seeking injunctive or other equitable relief against you as a consequence of your violation.

1. Opinions, advice, statements, or other information made available through PlanSafe by third parties, are those of their respective authors, and should not necessarily be relied on. We hold authors fully responsible for any information that they create. We do not:
   1. guarantee the accuracy, completeness, or usefulness of any third-party information; or
   2. adopt, endorse or accept responsibility for the accuracy or reliability of any opinion, advice or statement made by a third-party,
      
      in PlanSafe
      
      
2. Under no circumstances will we be responsible for any loss or damage resulting from your reliance on information or other content posted on PlanSafe that:
   1. 1. we have not expressly endorsed; or
      2. has been transmitted to you by any third-party via PlanSafe.

1. PlanSafe may contain links to third party websites outside our control (Linked Sites). We take no responsibility for content contained in any Linked Sites, and do not endorse any aspect of these third party services. We cannot and do not guarantee, represent or warrant that the content contained in any Linked Site is accurate, legal, or inoffensive. Such links are provided for convenience only. You use these Linked Sites entirely at your own risk.
2. We do not assume any responsibility or liability for the actions, products, services and content of any Linked Site. We advise that users should carefully review each Linked Site’s privacy policies and terms and conditions of use. If you choose to purchase goods or services from a third party via a Linked Site, including one accessed from PlanSafe, then you are entering a separate agreement with that third party, and expressly agree that we are not a party to that transaction.

1. We will use reasonable care and skill to ensure that PlanSafe is free from defect and harmful code. Internet services are however, subject to interruption, break down, viruses, delays, interception, interference and other errors involving electronics, communications networks, computer systems, servers, providers, computer equipment, hardware and software.
2. Whilst all due care has been taken in providing the information on PlanSafe, we do not provide any warranty either express or implied, including without limitation, warranties of title or implied warranties of merchantability or fitness for a particular purpose.
3. To the extent permitted by law, any condition or warranty which would otherwise be implied into these terms and conditions is excluded.
4. All due care is taken in ensuring that PlanSafe is free of any virus, worm, Trojan horse and/or malware, however we are not responsible for any damage to your computer system or device which arises in connection with your use of PlanSafe.
5. We undertake all due care with any information which you may provide when accessing PlanSafe and preserve such information in a secure manner in accordance with our Privacy Policy. We however cannot completely guarantee the security of all information provided to us, accordingly, the information that you transmit to PlanSafe is entirely at your own risk.
6. We will not be liable to you or any other party for damages of any kind arising from your use of PlanSafe.

1. Each party agrees to indemnify the other and to keep the other party indemnified against any loss, cost or expense that may be incurred arising from or in connection with:
   1. any breach or default of these Terms (including any breach of warranty);
   2. negligent acts or omissions by either party or by a party they are responsible for;
   3. a failure to comply with any law;
   4. a failure to comply with the contractual obligations to any third party insofar as such obligations arise or relate to the use of PlanSafe;
   5. the infringement of any third party rights, including intellectual property rights, arising from or relating to the use of PlanSafe.
2. The indemnity provided in accordance with this clause 1 will be reduced proportionately to the extent that any loss incurred by either party is contributed to by the other party’s negligent acts or omissions.

1. Except as expressly provided by these Terms, PlanSafe and the data accessible through it are provided on an “as is” basis without any representation, warranty or guarantee as to quality, condition, accuracy or fitness for purpose and we do not warrant that PlanSafe or any data in it will be free of defect, uninterrupted, accurate, complete, current, stable, bug free, error free or available at any time in respect of its operation.
2. Except in relation to liability for personal injury, our liability in damages (including special, indirect or consequential damages, which damages will be deemed to include loss or revenue, loss or profit and opportunity loss) in respect of any act or omission of ours in connection with our obligations under these Terms will not exceed the total Fees received by us from you in the immediately preceding 3 months calculated from when the cause of action arose.
3. We have no responsibility or liability whatsoever as a consequence of any Loss suffered by you as result of:
   1. any reliance by you on PlanSafe or the data and information accessible through it;
   2. any third-party software malfunctions;
   3. malfunctions in PlanSafe caused as a result of integration with third party software; or
   4. being your nominated fire safety adviser
4. A Party who suffers Loss must use reasonable steps to mitigate its loss full stop the other party will not be responsible for any loss to the extent that the injured party could have avoided or reduced the amount of last by taking reasonable steps.

1. If a dispute arises out of or relates to these Terms (Dispute) a party to these Terms may not commence any court or arbitration proceedings relating to the Dispute unless it has complied with this clause, except where the party seeks urgent interlocutory relief.
2. A party claiming that a Dispute has arisen must give a Notice (Dispute Notice) to the other party or parties to these Terms specifying the nature of the Dispute. The parties must then negotiate in good faith to resolve the Dispute expeditiously using informal dispute resolution techniques such as mediation, expert evaluation or determination or similar techniques agreed to by them.
3. If the Parties do not resolve the Dispute within fourteen (14) days of receipt of the Dispute Notice (or such further period as agreed in writing by them) any party to the Dispute may refer the Dispute to mediation by a mediator nominated by the President or the nominee of the President for the time being of the Queensland Law Society Incorporated.
4. Each party must bear its own costs in connection with resolving the Dispute and the Parties must bear equally the costs of any mediator engaged.
5. Any information or documents disclosed by a party under this clause must be kept confidential and may not be used except to attempt to resolve the dispute.

1. We may, from time to time, make changes and updates to the Terms that govern the use of the PlanSafe, provided that these changes do not materially alter the parties’ obligations or the nature of the Agreement, unless we provide you with at least thirty (30) days’ Notice of the changes to the Terms.
2. By continuing to use PlanSafe beyond the notice period in clause 21(a) above, you agree to be bound the updated terms of the Terms.
3. You acknowledge that we may unilaterally make changes to this Terms and to our Privacy Policy to the extent that such changes are necessitated by any variations to any applicable Privacy Laws, and such changes will apply immediately upon Notice of the variation being provided to you.

1. We may from time to time make modifications to PlanSafe (provided such variations do not limit or reduce your rights under these Terms) and will provide Notice of any changes made, prior to the changes taking effect.
2. On occasion, updates or changes to PlanSafe may result in changes to the Fees. Where these changes occur, we will provide you with at least thirty (30) days’ Notice prior to the updates coming into effect. Once PlanSafe has been updated, the provision of the updated version will be governed by these Terms.
3. As a consequence of changes to PlanSafe, we may need to make reasonable amendments to the provisions of these Terms to contemplate the updated features and operation of PlanSafe. We will provide you with reasonable notice prior to the amendment of this Agreement, providing an explanation of the change(s).
4. If after receiving Notice of the changes to these Terms, you may:
   1. Confirm your acceptance of the Terms as amended either directly in writing, or by conduct by continuing to use PlanSafe; or
   2. Provide Notice of your intention to terminate these Terms in accordance with clause 14.
5. Please be aware that, your continued use of PlanSafe following any change under this clause 21 will constitute your automatic acceptance of it.

1. We may, upon notice in writing to you, assign or otherwise transfer the benefit of all or any part of these Terms to any other person or entity.
2. Neither any rights, benefits or liabilities relating to these Terms may be assigned by you without our prior consent, which will not be unreasonably withheld.

1. Unless these Terms expressly states otherwise, a party may in its absolute discretion, give conditionally or unconditionally or withhold, any consent under these Terms.
2. You are taken to have provided your consent where you agree to be bound by the terms of a PlanSafe contract to which these Terms are annexed, or where you sign the execution page of these Terms.
3. Where you elect to withdraw any consents required under these Terms, this may impact our ability to provide you access to PlanSafe.

1. Failure to exercise or enforce or a delay in exercising or enforcing or the partial exercise or enforcement of any right, power or remedy provided by law or under these Terms by any party will not in any way preclude, or operate as a waiver of, any exercise or enforcement, or further exercise or enforcement of that or any other right, power or remedy provided by law or under these Terms.
2. Any waiver or consent given by any party under these Terms will only be effective and binding on that party if it is given or confirmed in writing by that party and no waiver of a breach of any term of these Terms will operate as a waiver of another breach of that term or of a breach of any other term of these Terms.