Terms of Service

Date of last revision: 28th of November 2015

The service is an integration solution which helps businesses move their Data across cloud based, on premise and desktop applications via “Connectors”.

The service website allows a Subscriber to create a Data Hub to synchronise Data between platforms. Use of the Website and the Service is subject to this Terms of Service (TOS) as well as the Operators privacy policy both of which are incorporated into this TOS.

When you access the Website or use the Service, you agree that you have read, understood, and are making an offer to the Operator to be bound by the terms and conditions contained herein. The Offer made by the Subscriber in these terms and conditions apply from the time that the Operator accepts the Subscribers offer by charging their nominated credit card until the Subscriber discontinues access to the Service.

1.1 Definitions

Commercial Website means www.profitdiagnostix.com or any website owned by the Operator and promoting the Service.

Connector means a 'spoke' of the Operator’s hub-and-spoke architecture which transfers a Subscriber Account’s Data between the Datahub and the third-party systems listed at the Commercial Website.

Data means any record which a Subscriber Account imports to the Datahub from any third party software that The Service provides a Connector to as described and updated from time to time at the Commercial Website.

Datahub means a set of Data-tables which serves as a central repository of Subscriber Account’s Data. It is the hub of a hub-and-spoke system architecture and facilitates the transfer of Data between third party systems using Connectors.

Physical Address means any address displayed on the Commercial Website as a physical address of an Operator

Service means the Operators Data synchronisation and business reporting service delivered from its Website.

Subscriber Account means an account created by a Subscriber for the purposes of using the Services.

Support Email Address means support@profitdiagnostix.com or any other support email address displayed for support purposes at the Commercial Website.

Trial Account means a Subscriber that has elected to trial the Service for a limited period

The Operator means the owner and developer of the service, Bee Village Pty Ltd as Trustee for Bee Village Unit Trust or any party promoting, selling or collecting payment for the Service on behalf of the Operator with explicit permission of the Operator.

User means the person who creates a Subscriber Account.

Customer means any person who is invoiced by the User.

1.2 General

To use the Service provided by The Operator you must create a Subscriber Account. After creating an Account and agreeing to be bound by the term and conditions contained in this TOS, Subscribers must configure their Connectors correctly in order for their Data to synchronise.

Under no circumstances will The Operator be liable for any errors caused to Subscriber Data because of misconfiguration of the Connectors. Please refer to our guide at the Commercial Website or contact the operator via the Support Email Address if you are unsure or need further assistance with configuring the Connectors.

2. Subscriber Account

2.1 Creation of a Subscriber Account

Subscribers agree to create a Subscriber Account to access The Service. In creating and using a Subscriber Account, Subscribers agree:

(a)       to provide The Operator with complete and accurate information on themselves and the organisation that they represent;

(b)       that they are authorised by the owner of the Data to Syncronise that Data using the Connectors;

(c)       not to register multiple Subscriber Accounts;

(d)       not impersonate someone else; and

(e)       to allow us to request any form of appropriate identification from you to verify your identity.

2.2 Account and Password

Subscribers agree to keep any passwords associated with their account confidential. Subscribers are expressly prohibited from sharing their account details with anyone other than the owner or their authorised officer or agent.

2.3 Termination of Subscriber Account

(a)       The Operator reserves the right to limit, cancel, suspend or terminate a Subscriber Account without notice to the Subscriber and without providing a reason if we have reason to believe the Subscriber is breaching any of the terms and conditions contained in TOS or are of the opinion that a Subscribers use of their Account may be a breach of a third party’s intellectual property rights or is otherwise illegal.

(b)       Subscribers agree not to hold the Operator liable for claims, demands or damages (including actual and consequential losses) of any kind for closing a Subscriber Account where the Subscribers conduct caused us to cancel the Subscriber’s Account.

2.4 Termination by Subscriber

If for any reason, the Subscriber decides not to continue with their use of the Service, they must email the Support Email Address to terminate their account. Termination will be effective three (3) days from The Operator receiving notice of Termination.

2.5 Effect of Termination

If either party terminates for any reason whatsoever, then The Operator will: purge all data held in the case of Trial Account holders after three (3) months; or in the case of Subscribers after a period of twelve (12) months. You will be provided with an express warning of this.

3. Subscription Fees

3.1 Pricing Plans

(a)       Subscribers agree to pay the fee associated with the selected Service according to the plan that they have selected when creating a Subscriber Account.

(b)       The Service does not collect or store credit card information. Subscribers consent to The Operator passing their Credit Card details to its secure third party credit card provider.

3.2 Refund Policy

(a)  Refunds are not granted for past use of the Service. Subscriptions can be cancelled to avoid future charges.

4. Operation of the Service

4.1 Fair use and API limits

(a)       Subscribers acknowledge that third party providers may influence the way in which The Operator provides the Service. It is up to the Subscriber to ensure that they comply with any restrictions imposed by third parties in using the Connectors.

4.2 Changes to the Service

(a)       The Operator may at its sole discretion change, modify, suspend, make improvements to or discontinue any aspect of the Service, temporarily or permanently, at any time. We will endeavour to provide Subscribers with notice if possible.

(b)       The Operator will make all reasonable attempts to bring the timing of any outages to Subscribers attention, however Subscriber must be aware that any outage may interfere with their scheduled synchronisations and take appropriate action.

(c)       The Operator may make improvements and or changes to the Service at any time without notice. We do not warrant that the information architecture or navigation will not change now or at any time in future.

(d)       Further, the use of our Service is contingent on being able to integrate with those third party systems that we connect to. We are not responsible should we be denied access to those third party systems.

4.3 Maintenance

(a)       Under no circumstances will The Operator be liable for any such change, modification, suspension, improvement or discontinuance of the Service.

(b)       If a Subscriber does not agree with any of these changes, they may terminate their account by notifying the Support Email Address.

4.4 Communications with The Operator

All notices and other communications required under this TOS should be directed to The Operator at the Support Email Address. Notice is deemed given twenty-four (24) hours after the notice is sent. Alternatively, we may give Subscribers notice by mail to the address provided during the Account registration process. In this case, notice is deemed given three (3) days after the date the electronic email is sent.

5. Prohibitions on use of the Service

5.1 Prohibited actions by Subscribers

The Service must not be used in any manner that infringes The Operator’s rights. Subscribers must not:

(a)       data mine or conduct automated searches on our Website or the Data on our Website, whether through the use of additional software or otherwise; or

(b)       tamper with, hinder the operation of, or make unauthorised modifications to the Website or any part of the Service; or

(c)       attempt to reverse engineer or attempt to extract the source code that operates the Service;

(d)       transmit any virus, worm or other disabling feature via a Connector; or

(e)       abuse, defame, harass, stalk, threaten or otherwise violate our legal rights.

5.2 Subscriber warranties

Subscribers represent and warrant in relation to Data that they may upload to the Datahub that:

(i)       they are authorised to upload the Data;

(ii)      they are authorised by the business that they represent to create an Account;

(iii)     they will not knowingly transmit any worm, virus or other disabling feature to our Website;

(iv)      the Data does not represent or indicate any illegal acts;

(v)       they agree to the times set for synchronisation of their Data;

(vi)      they have complied with The Service’s configuration guide in configuring the Connectors;

(vii)     the Data uploaded does not infringe any intellectual property right including, but not limited to, trade marks, service marks or business names (whether registered or unregistered), confidential information, trade secrets and copyright; and

(viii)    by providing the information the Subscriber is not breaking any law of any state of Australia or the Country where they are located.

6. Intellectual property

6.1 Trademarks

We may be the owner of several common law (or where indicated), registered trade marks which appear on the Website or use any such trademark pursuant to a separate agreement with the owner. Unauthorised use of these trademarks may infringe our intellectual property rights. Subscribers use of the Service grants no right or license to reproduce or otherwise use any The Operator or third-party trademarks owned by systems that we connect to. If Subscribers infringe our rights in this regard we reserve our right to take action.

6.2 Privacy Policy

(a)       In using the Website and the Service, Subscribers are deemed to accept the terms and conditions of our privacy policy.

(b)       In using the Service, The Operator may store generic information such as a Subscribers IP Address, cookie information, software and hardware attributes. We keep this information solely for the purpose of providing the Service. This information is not provided to any third party.

7. Limitation of liability

(a)       Subscribers access the Service at their own risk and are responsible for compliance with the laws of their jurisdiction in addition to those contained herein.

(b)       The Operator makes the Service available for Subscribers to use, however we do not assume a duty of care to Subscribers. Subscribers are solely responsible for the Data integrity of the Data held in the Data Hub.

(c)       The Operator makes no representation and provides no warranty regarding the quality, accuracy, completeness, merchantability or fitness for purpose of the Connectors to synchronise their Data to.

(d)       Whilst we use our best endeavours to ensure that the Service works according to the purpose for which you have subscribed, The Operator does not warrant or represent that the use of the Service will not cause damage to the Data if the Connectors are not configured correctly.

(e)       Where any law implies a warranty into these TOS which may not lawfully be excluded, then to the maximum extent permitted by law, our liability for breach of the warranty will at our option be limited to the supply of the Services again, or the payment of the cost of having them supplied again.

(f)       Where liability cannot be excluded, any liability incurred in relation to the use of the Website or the Data is limited as provided under the Competition and Consumer Act 2010 (Cth).

(g)       Under no circumstances will The Operator be liable for any incidental, special or consequential damages, including damages for loss of business or other profits arising in relation to use of the Service.

8. Miscellaneous provisions

8.1 Cross border Dataflows

No representation or warranty is made that in Subscribing to the Service that Data will not flow out of the Jurisdiction of Australia. The exact location of a Subscriber’s Data will depend on which service has been selected.

8.2 Changes to these Terms of Services

We may change the TOS at our discretion by providing notice on our Website. The version of the TOS that applies to Subscribers will be available on the Website each time a Subscriber logs into their account. Continued use of our Service amounts to acceptance of any amended Terms and Conditions.

8.3 Entire agreement

This TOS and any warranties implied by law which are not capable of being excluded or modified amount to the entire agreement between the Subscriber and The Operator. Any contact with The Operator's Officers, Agents or Authorised Representatives that includes any statements representations, warranties (if any) whether expressed or implied, including any collateral agreement or warranty, with reference to the subject matter or the intentions of either of the parties are merged and otherwise are excluded and cancelled by those contained in this Terms of Service.

8.4 Indemnity

By using the Service, Subscribers indemnify The Operator and our respective Officers, Agents and Authorised Representatives against any claim or proceeding that is made, threatened or commenced, and any liability, loss, damage or expense (including reasonable legal costs on a full indemnity basis) that we may incur or suffer as a direct or indirect result of:

(i)       a breach of this TOS by the Subscriber;

(ii)      an actual or alleged breach by you of any law, legislation, regulation, by-law or code of conduct caused by Data uploaded or downloaded using the Service;

(iii)     any claims brought by or on behalf of any third party relating to any act or omission by you, including breach of a third parties copyright or trade mark except to the extent that any such liability, loss, damage or expense is caused or contributed to by The Operator, our respective Officers, Agents or Authorised Representatives. 

The Operator indemnifies the Subscriber against any claim or proceeding that is made, threatened or commenced, and any liability, loss, damage or expense (including reasonable legal costs on a full indemnity basis) that the Subscriber suffers as a result of a breach of any third party claim against The Operator for breach of intellectual property rights. 

Each party indemnifies and must keep indemnified the other party against all actions, claims, proceedings, demands, liabilities, losses, damages, expenses and costs (including legal costs on a full indemnity basis) that may be brought against a party or which the party may pay, sustain or incur as a direct or indirect result of any use or performance of the Services by the other party which infringes the Intellectual property rights of any person or third party.

8.5 Jurisdiction

Subscriber Accounts irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Queensland Australia. A dispute between the parties to this agreement will be heard by a Court in this Jurisdiction.

8.6 No Agency, Partnership or Joint Venture

The parties to this Agreement contract at arm’s length. Nothing contained herein is to be deemed as creating, giving effect to or otherwise recognising a relationship of partnership, agency, joint venture or other form of relationship between the parties.

8.7 Severance

If any part of this agreement are found to be void, unlawful or unenforceable then that part will be deemed to be severable from the balance of the agreement and the severed part will not affect the validity and enforceability of the remaining terms and conditions.

8.8 Waiver

If we do not act in relation to a particular breach by a Subscriber of these Terms and Conditions, this will not be treated as a waiver of The Operator’s right to act with respect to subsequent or similar breaches.

Privacy Policy

Terms that are capitalised in this Privacy Policy, take their meaning from the Website’s Terms of Service and incorporate the following definitions:

This Privacy Policy applies to all personal information collected by The Operator via the Website. Whilst we make our best endeavours to comply with the Privacy Act 2001(Cth) and the National Privacy Principles, this Privacy Policy does not purport to be a statement of compliance with the Privacy Act 2001 (Cth).

We are committed to responsibly manage personal information collected from Users during the course of use of the Website.

1.1 How to contact The Operator about privacy

Privacy is very important to The Operator. For that reason, please read this Privacy Policy carefully and contact The Operator if there are any questions. Please contact The Operator at the Support email Address or the Physical Address.

1.2 Collection

The Operator may collect personal information if Users input any personal information into the Website. The Operator will collect personal information by only lawful and fair means. The Operator will collect personal information about Users only from the User if it is reasonable and practical to do so. In addition, The Operator automatically receives and records information on the server logs from the User’s browser, including the User’s IP address and cookie information. This enables The Operator to tell when Users utilise the Website and also to help customise the User’s Website experience.

1.3 Opting out

Users can unsubscribe to marketing material sent by The Operator by clicking on the functional unsubscribe facility.

1.4 Purpose

The purpose to which The Operator collects personal information is to provide Users with the best Service possible. Generally, Users have no obligation to provide any information requested by The Operator. However, if Users do not provide The Operator with certain types of personal information, Users will be unable to create a Subscriber Account.

1.5 Use and Disclosure

The Operator will take all reasonable steps to protect the security of personal information. The Operator customarily discloses personal information only to service providers who assist The Operator in operating the Website and its Service. Users’ personal information will not be disclosed to any other third party, unless such disclosure is required by law or with the User’s consent.

1.6 Data quality

The Operator take reasonable steps to ensure that the personal information it collects, uses or discloses in the normal operation of the Service is accurate, complete and up-to-date.

1.7 Security

The Operator takes reasonable steps to protect the personal information it holds from misuse and loss and from unauthorised access, modification or disclosure. Further, The Operator takes all reasonable steps to destroy or permanently de- identify personal information if it is no longer needed.

1.8 Access and correction

Users may gain access to, and correct, the personal information The Operator holds about them in certain circumstances. Users can obtain such access, by contacting The Operator on the details set out above.

1.9 Transfer out of Australia

The Website may or may not be hosted in Australia. For that reason, The Operator may transfer data on the Website (including all personal information) to the hosting service provider in other countries including but not limited to the United States. Users hereby consent to this transfer.

The Operator takes all reasonable steps to ensure that any hosting service providers have adequate data protection policies and procedures in place to protect any personal information it may receive in their course of dealing with The Operator.

1.10 Third Party personal information

The Operator may collect, store, use and disclose the personal information of individuals who have a course of dealing with the User. Any third party personal information will be collected, stored, used and disclosed in accordance with this Privacy Policy.

1.11 The Service cannot disclose any personally identifiable data

The Operator Cannot use any data to:

  • Directly approach any Customers of the User by any means of communication without the prior consent of The User.

  • Disclose to any third party any personal information of the Users’ Customers. This includes names, addresses, telephone numbers, email addresses.

  • Disclose to any third party the source of any information including business names, names of the User, telephone numbers of the User and addresses of the User

1.12 The Service can aggregate non-personally identifiable data

By using the Service, You agree that the Service can access, aggregate and use non-personally identifiable data that the Service has collected from the User. This data will in no way identify the User or any other individual stored within the databases of the Service.

The Operator may use this aggregated non-personally identifiable data to:

  • assist the Operator to better understand how the User is using the Service,

  • provide the User with further information regarding the uses and benefits of the Service,

  • enhance small business productivity, including by creating useful business insights from that aggregated data and allowing the User to benchmark the Users business’ performance against that aggregated data, and

  • otherwise to improve the Service.