Terms & Conditions – KIS Group Membership

Keep It Simple Membership Terms and Conditions

Our Disclosures

Our complete terms and conditions are contained below, but some important points for you to know before you become a customer are set out below:

· The Content is provided for general information purposes only, and on an “as is” basis. The Content is not intended to be, and you must not use the Content on the basis that it is financial or legal advice or individualised advice for your situation;

· Unless your Membership is suspended or terminated in accordance with these Terms, your Membership will roll over on an ongoing basis. If you wish to terminate your Membership, you must provide us with at least 7 days’ notice prior to the next Payment Date via email or via the ‘cancel my membership’ feature on your Account;

· You authorise us to direct debit the Fees from you through a third-party payment processor such as Stripe;

· Our liability under these Terms is limited to us repaying you the amount of the Fees paid by you to us during the last 12 months of the term of your Membership, and we will not be liable for Consequential Loss, any loss that is a result of a Third Party Service, or any loss or corruption of data;

Nothing in these terms limit your rights under the Australian Consumer Law.

Introduction
1. These terms and conditions (Terms) are entered into between Keep it Simple Safety Pty Ltd ABN 58 613 008 825 (we, us or our) and you, together the Parties and each a Party.
2. We provide a website and licence to a third party software platform where you can access safety resources, policies and procedures, ongoing support for questions regarding work, health and safety compliance for your business (Platform).
3. In these Terms, you means the person or entity registered with us as an Account holder.
4. If you are using the Platform on behalf of your employer or a business entity, you, in your individual capacity, represent and warrant that you are authorised to act on behalf of your employer or the business entity and to bind the entity and the entity’s personnel to these Terms.
Acceptance and Platform Licence
- You accept these Terms by checking the box, clicking “I accept”, registering on the Platform, or using the Platform.
- You must be at least 16 years old to use the Platform.
- We may amend these Terms, the Platform or the features of your Membership at any time, by providing written notice to you. By clicking “I accept” or continuing to use the Platform after the notice or 30 days after notification (whichever date is earlier), you agree to the amended Terms. If you do not agree to the amendment, you may terminate your Membership in accordance with the check name of clause: “Cancellation of Memberships” clause.
- Subject to your compliance with these Terms, we grant you a personal, non-exclusive, royalty-free, revocable, worldwide, non-transferable licence to use the Platform in accordance with these Terms. All other uses are prohibited without our prior written consent.
- When using the Platform, you must not do or attempt to do anything that is unlawful or inappropriate, including:
anything that would constitute a breach of an individual’s privacy (including uploading private or personal information without an individual’s consent) or any other legal rights;
using the Platform to defame, harass, threaten, menace or offend any person, including using the Platform to send unsolicited electronic messages;
tampering with or modifying the Platform (including by transmitting viruses and using trojan horses);
using data mining, robots, screen scraping or similar data gathering and extraction tools on the Platform; or
facilitating or assisting a third party to do any of the above acts.
Keep It Simple Services
- In consideration for your payment of the Fees, we agree to provide you with access to the Platform, the support services as detailed in this section, and any other services we agree to provide as set out in your Account.
- We agree to use our best endeavours to make the Platform available at all times. However, from time to time we may perform reasonable scheduled and emergency maintenance, and the Platform may be unavailable during the times we are performing such maintenance.
- Should you be unable to access the Platform, or should you have any other questions or issues impacting on your use and enjoyment of the Platform, you must place a request via the help desk, over the phone or via email. We will endeavour to respond to any support requests in a reasonable period.
- You acknowledge and agree that the Platform may be reliant on, or interface with third party systems that are not provided by us (for example, cloud storage providers, email clients, CRM systems, and internet providers) (Third Party Services). To the maximum extent permitted by law, we shall have no Liability for any Third Party Services, or any unavailability of the Platform due to a failure of the Third Party Services.
- You acknowledge and agree that data loss is an unavoidable risk when using any software. To the extent you input any data into the Platform, you agree to maintain a backup copy of any data you input into the Platform.
- To the maximum extent permitted by law, we shall have no Liability to you for any loss or corruption of data, or any scheduled or emergency maintenance that causes the Platform to be unavailable.
Accounts
- You must register on the Platform and create an account (Account) to access the Platform’s features.
- You must provide basic information when registering for an Account including your business name, contact name and email address and you must choose a username and password.
- All personal information you provide to us will be treated in accordance with our Privacy Policy.
- You agree to provide and maintain up to date information in your Account and to not share your Account password with any other person. Your Account is personal and you must not transfer or provide it to others.
- You are responsible for keeping your Account details and your username and password confidential and you will be liable for all activity on your Account, including purchases made using your Account details. You agree to immediately notify us of any unauthorised use of your Account.
- When you create an Account, you must also select a membership (Membership). You may choose between different tiers of Membership with different services and different membership periods as set out on the Platform.
Memberships
- Once you have created an Account and chosen a Membership, you agree to pay the membership fee set out on the Platform (Fees) via direct debit and by the date specified on the Platform (Payment Date) to access the Platform and benefit from your Membership.
- If you have chosen a monthly Membership, unless your Membership is suspended or terminated in accordance with these Terms, your Membership will roll over on an ongoing monthly basis, and you will be charged the same Fees on an ongoing monthly basis from the Payment Date. Without limiting your rights under the Australian Consumer Law, you can cancel your Membership at any time in accordance with the “Cancellation of Memberships” clause of these Terms but the cancellation will only have effect from expiry of the monthly period for which you have paid the Fees.
- If you have chosen an annual Membership, unless your Membership is suspended or terminated in accordance with these Terms, your Membership will roll over on an ongoing annual basis, and you will be charged the same Fees on an ongoing annual basis from the Payment Date. Without limiting your rights under the Australian Consumer Law, you can cancel your Membership at any time in accordance with the “Cancellation of Memberships” clause of these Terms but the cancellation will only have effect from expiry of the annual period for which you have paid the Fees.
- The Fees will be automatically direct debited through a third-party provider, currently Stripe. You acknowledge and agree that we have no control over the actions of the third-party provider, and your use of the third-party payment method may be subject to additional terms and conditions.
- You must not pay, or attempt to pay, the Fees by fraudulent or unlawful means. If you make a payment by debit card or credit card, you warrant that you are authorised to use the debit card or credit card to make the payment.
- You agree that we may set-off or deduct from any monies payable to you under these Terms, any amounts which are payable by you to us (whether under these Terms or otherwise).
- We do not store any credit card details, and all payment information is collected and stored through our third-party payment processor.
- Changes to your Membership: If you wish to suspend or change your Membership (for example, by upgrading to a different Membership tier), you must provide notice to us via email that you wish to suspend or vary your Membership at least 24 hours before the next Payment Date. If you vary your Membership and the Fees increase, we will charge you for the increase in the Fees on a pro-rata basis for the remainder of the period until your next Payment Date, and you will have access to the additional Membership features from the date you make such payment. If you vary your Membership and the Fees decrease, the new Fees and the features of the new Membership will apply from the next Payment Date.
- To the extent permitted by law, the Fees are non-refundable and non-cancellable once paid.
- We may need to change what is available as part of your Membership (for example, the inclusions, exclusions, updated features) from time to time. If we change what is available as part of your Membership, we will provide you with 30 days’ notice of the change. After 30 days, we will apply the changes to your Membership. If the changes substantially and adversely affect your enjoyment of the Membership, you may cancel your Membership in accordance with the ‘Cancellation of Memberships’ clause.
- We may need to change the Fees from time to time. If we change the Fees, we will provide you with 30 days’ notice of the change. After 30 days, we will apply the updated Fee to your Membership. If the updated Fee is not acceptable to you, you may cancel your Membership in accordance with the ‘Cancellation of Memberships’ clause.
Our Intellectual Property
- You acknowledge and agree that any Intellectual Property (including copyright and trademarks) or content (including policies, procedures, templates and guides) (Content) available on the Platform, the Platform itself, and any algorithms or machine learning models used on the Platform (Our Intellectual Property) will at all times vest, or remain vested, in us.
- You acknowledge and agree that the Content is provided for general information purposes only, and on an “as is” basis. The Content is not intended to be, and you must not use the Content on the basis that it is financial or legal advice or individualised advice for your situation. If you choose to make use of any Content, you do so at your own risk. We do not assume any responsibility or liability, and you waive and release us from all responsibility or Liability arising from or connected with your use or reliance on the Content. It is your sole responsibility to determine the suitability of your Content for your situation. Use of our Content is not intended to create, and does not create or give rise to a duty of care between you and us.
- We authorise you to use Our Intellectual Property solely for your internal business purposes and as contemplated by these Terms. You must not exploit Our Intellectual Property for any other purpose, nor allow, aid or facilitate such use by any third party. Use must be limited to devices that are controlled or approved by you.
- You must not, without our prior written consent:
copy, in whole or in part, any of Our Intellectual Property;
reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any of Our Intellectual Property to any third party; or
breach any intellectual property rights connected with the Platform, including (without limitation) altering or modifying any of Our Intellectual Property, causing any of Our Intellectual Property to be framed or embedded in another website, or creating derivative works from any of Our Intellectual Property.
- This clause will survive the termination or expiry of your Membership.
Software
- This clause 7 will apply if we are providing you with Software under your chosen Membership tier.
- Where you have chosen the Membership tier that includes the Software:
we will provide access to the third party software licence (Third Party Software Licence), implementation services and support services for the Software to you; and
we grant you a non-exclusive, non-transferable (except with our written permission), non-sublicensable, revocable licence, during the term of the relevant Membership tier, to access and use the Third Party Software Licence for your use and enjoyment as contemplated by these Terms and any terms and conditions applicable to the Third Party Software Licence.
- You agree to:
comply with our instructions and directions, whether written or verbal, in relation to use of the Third Party Software Licence; and
comply with the terms of any applicable terms and conditions for use of the Third Party Software Licence, as provided by us to you.
- You acknowledge and agree that:
your acceptance of any applicable terms and conditions for use of the Third Party Software Licence, is a condition precedent to the provision of the Third Party Software Licence;
you will be liable for any damages and/or loss that we incur as a result of any non-compliance by you (or your Authorised users) with clause 3;
you agree to immediately notify us of any known or suspected breach of any applicable terms and conditions for use of the Third Party Software Licence, or other unauthorised use of the Third Party Software Licence and assist us in the enforcement of any applicable terms and conditions; and
we may be required to assign and/or novate our agreement to provide you with the Third Party Software Licence, to the software vendor of the Third Party Software Licence (or the nominated party of the software vendor), and you agree to the assignment and/or novation of your rights and obligations of our provision of the Third Party Software Licence.
- For implementation services, you agree:
to make a backup of any relevant data in your systems which is to be the subject of, or to be used to access the Software;
to make a written note of any configuration settings or information stored in your systems;
where the equipment in your system is a computer, to download and install any available:
security and protection updates for the operating system you use; and
updates to virus checking and other computer protection software you use; and
that not undertaking your obligations under this clause 5 may affect the result you wish to achieve from the performance of the implementation services.
- For support services:
you must place a request to us, and we agree to respond to any such request on a timely basis; and
our supply of the support services is subject to you supplying to us any information we require about what you have done in response to any issue and any consents, licenses, authorisations, permissions or similar which we reasonably require to respond to the request.
Your Data
- You own all data, information or content you upload into the Platform (Your Data).
- You grant us a limited licence to copy, transmit, store, backup and/or otherwise access or use Your Data to:
communicate with you (including to send you information we believe may be of interest to you);
supply the Platform to you and otherwise perform our obligations under these Terms;
diagnose problems with the Platform;
enhance and otherwise modify the Platform;
perform Analytics;
develop other services, provided we de-identify Your Data; and
as reasonably required to perform our obligations under these Terms.
- You agree that you are solely responsible for all of Your Data that you make available on or through the Platform. You represent and warrant that:
you are either the sole and exclusive owner of Your Data or you have all rights, licences, consents and releases that are necessary to grant to us the rights in Your Data (as contemplated by these Terms); and
neither Your Data nor the posting, uploading, publication, submission or transmission of Your Data or our use of Your Data on, through or by means of the Platform will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
- You acknowledge and agree that we may monitor, analyse and compile statistical and performance information based on and/or related to your use of the Platform, in an aggregated and anonymised format (Analytics). You acknowledge and agree that we own all rights in the Analytics, and that we may use the Analytics for our own internal business purposes, provided that the Analytics do not contain any identifying information.
- We do not endorse or approve, and are not responsible for, any of Your Data.
- You acknowledge and agree that the Platform and the integrity and accuracy of any information or data output from the Platform using Your Data is reliant on the accuracy and completeness of Your Data, and the provision by you of Your Data that is inaccurate or incomplete may affect the use, output and operation of the Platform.
- This clause will survive the termination or expiry of your Membership.
Warranties
- You represent, warrant and agree that:
you will not use the Platform, including Our Intellectual Property, in any way that competes with our business;
there are no legal restrictions preventing you from entering into these Terms;
all information and documentation that you provide to us in connection with these Terms is true, correct and complete; and
you have not relied on any representations or warranties made by us in relation to the Platform (including as to whether the Platform is or will be fit or suitable for your particular purposes), unless expressly stipulated in these Terms.
Australian Consumer Law
- Certain legislation, including the Australian Consumer Law (ACL) in the Competition and Consumer Act 2010 (Cth), and similar consumer protection laws and regulations, may confer you with rights, warranties, guarantees and remedies relating to the provision of the Platform by us to you which cannot be excluded, restricted or modified (Consumer Law Rights).
- If the ACL applies to you as a consumer, nothing in these Terms excludes your Consumer Law Rights as a consumer under the ACL. You agree that our Liability for the Platform provided to an entity defined as a consumer under the ACL is governed solely by the ACL and these Terms.
- Subject to your Consumer Law Rights, we exclude all express and implied warranties, and all material, work and services (including the Platform) are provided to you without warranties of any kind, either express or implied, whether in statute, at law or on any other basis.
- This clause will survive the termination or expiry of your Membership.
Liability
- Despite anything to the contrary, to the maximum extent permitted by law:
you agree to indemnify us for any Liability we incur due to your breach of the Acceptance and Platform Licence clause and the Intellectual Property clause of these Terms;
neither Party will be liable for Consequential Loss;
each Party’s liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party or any of that Party’s personnel, including any failure by that Party to mitigate its losses; and
our aggregate liability for any Liability arising from or in connection with these Terms will be limited to us repaying you the amount of the Fees paid by you to us during the previous 12 months of the term of your Membership.
- This clause will survive the termination or expiry of your Membership.
Termination
- Cancellation of Memberships: You may request to cancel your Membership at any time by notifying us with at least 7 days’ notice prior to the next Payment Date via email or via the ‘cancel my membership’ feature in your Account. Your cancellation will take effect from the next Payment Date. If you cancel your Membership because we have changed the Membership inclusions and the change has a substantial and adverse impact on you, or we have changed the Fees, then the termination of the Membership will be immediate, and we will refund you for any Fees that you have paid upfront but have not been used on a pro-rata basis.
- A Membership will terminate immediately upon written notice by a Party (Non-Defaulting Party) if:
the other Party (Defaulting Party) breaches a material term of these Terms and that breach has not been remedied within 10 Business Days of the Defaulting Party being notified of the breach by the Non-Defaulting Party; or
the Defaulting Party is unable to pay its debts as they fall due.
- Should we suspect that you are in breach of these Terms, we may suspend your access to the Platform while we investigate the suspected breach.
- Upon expiry or termination of your Membership:
we will remove your access to the Platform and your Account will be deleted;
you agree that other than where termination is due to our breach of these Terms, and to the maximum extent permitted by law, any payments made by you to us (including any Fees) are not refundable to you;
where we terminate your Membership for any reason, you also agree to pay us our reasonable additional costs directly arising from such termination.
- Where termination is due to our breach of these Terms, we agree to refund you for any prepaid unused Fees on a pro-rata basis.
- Termination of a Membership will not affect any rights or liabilities that a Party has accrued under these Terms.
- This clause will survive the termination or expiry of your Membership.
General
- Assignment: Subject to the below clause, a Party must not assign or deal with the whole or any part of its rights or obligations under these Terms without the prior written consent of the other Party (such consent is not to be unreasonably withheld).
- Assignment of Debt: You agree that we may assign or transfer any debt owed by you to us, arising under or in connection with these Terms, to a debt collector, debt collection agency, or other third party.
- Disputes: A Party may not commence court proceedings relating to a dispute without first meeting with the other Party to seek (in good faith) to resolve the dispute, failing which the Parties agree to engage a mediator to attempt to resolve the dispute. The costs of the mediation will be shared equally between the Parties. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.
- Entire Terms: Subject to your Consumer Law Rights, these Terms contains the entire understanding between the Parties and the Parties agree that no representation or statement has been made to, or relied upon by, either of the Parties, except as expressly stipulated in these Terms, and these Terms supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.
- Force Majeure: To the maximum extent permitted by law, we shall have no Liability for any event or circumstance outside of our reasonable control.
- Governing law: These Terms are governed by the laws of Victoria. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in Victoria and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.
- Notices: Any notice given under these Terms must be in writing addressed to us at the details set out below or to you at the details provided in your Account. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.
- Privacy: We agree to comply with the legal requirements of the Australian Privacy Principles as set out in the Privacy Act 1988 (Cth) and any other applicable legislation or privacy guidelines.
- Publicity: With your prior written consent, You agree that we may advertise or publicise the fact that you are a user of the Platform, including on our website or in our promotional material.
- Severance: If a provision of these Terms is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions in these Terms.
- Third party sites: The Platform may contain links to websites operated by third parties. Unless we tell you otherwise, we do not control, endorse or approve, and are not responsible for, the content on those websites. We recommend that you make your own investigations with respect to the suitability of those websites. If you purchase goods or services from a third party website linked from the Platform, such third party provides the goods and services to you, not us. We may receive a benefit (which may include a referral fee or a commission) should you visit certain third-party websites via a link on the Platform (Affiliate Link) or for featuring certain products or services on the Platform. We will make it clear by notice to you which (if any) products or services we receive a benefit to feature on the Platform, or which (if any) third party links are Affiliate Links.
Definitions
- Consequential Loss includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.
- Intellectual Property means copyright, registered or unregistered designs, patents or trademarks, any domain names, know-how, inventions, processes, trade secrets or confidential information; or circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing.
- Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a party to these Terms or otherwise.

For any questions or notices, please contact us at:

Keep it Simple Safety Pty Ltd ABN 58 613 008 825

Email: info@kis.group

Last update: 6 September 2022