Terms of Use

This website, www.cognitives.io (and such other sites as we may offer from time to time) (the Sites) is owned by Cognitives Platform Pty Ltd (ACN 155 767 712) (us/we/our).  By accessing the Sites and using the services provided by us under the Sites, or by completing and submitting the signup form that refers to these Terms of Use, you agree to be bound by these Terms of Use (and any other policies which we make available to you) which may be varied by us from time to time and will be deemed to be accepted by you upon publication on the Sites and your continued use of the Sites and the services provided by us under the Sites.  If you do not agree to these Terms of Use, do not continue using the Sites. Where you sign up for the services provided under the Sites in the name of a company or other entity, you warrant to us that you have the authority to enter into these Terms of Use and to bind your entity to these Terms of Use as though the term “you” also applies to that entity. Nothing in these Terms of Use is intended to exclude, restrict or modify rights which you may have under any law (including in Australia, the Australian Consumer Law) which may not be excluded, restricted or modified by agreement (Your Consumer Rights). You can find out more about Your Consumer Rights from consumer organisations and bodies such as the Australian Competition and Consumer Commission and Australian State/Territory fair trading authorities.

  1. Services

    1. We will provide you with a limited licence to use a variety of products, services, applications, tools and other resources (including the Sites) to enable you to create and manage websites; customise, deliver and track online content; and provide website hosting services (all together, the Services).
    2. From time to time, we may add, vary, or remove features or functionality of the Services. For mobile applications, you may need to install a new or updated version before you receive the benefit of those changes.  
    3. If you are carrying out a free trial of the Services, the free trial will begin on the day your Account is opened and end 14 days later.
    4. The Services may be accessed throughout Australia and overseas. If you access the Services from outside Australia, you do so at your own risk and are responsible for complying with the all local laws.
    5. At any time and at our sole discretion, we may decide to stop providing all or some of the Services, and subject to clause 7(e) and Your Consumer Rights, nothing in these Terms of Use is to be taken as a guarantee that the Services will always be available, either in its current form or at all, or that we will support, maintain or continue to offer the Services or any version of them. We will provide notice to current customers of material reductions to the Services, and provide pro rata refunds or other remedies where applicable in accordance with our legal obligations.
  2. Account information

    1. You must set up an account with us on the Site (Account) in order to use the Services.  You warrant that the information provided by you in setting up the Account is true, accurate, current and complete, and you agree to maintain and promptly update any changes to your Account information.
    2. We reserve the right, at our sole discretion, to refuse registration of users, or cancel Accounts we deem inappropriate.
    3. You may upgrade or downgrade your Account at any time by following the prompts when you are logged into your Account.
    4. If you downgrade your Account:
      1. the downgrade will become effective immediately;
      2. no refunds will be paid in respect of any unused portion of any higher account offering; and
      3. you may lose data, content, features or capacity of your Account and you acknowledge and agree that – subject to clause 7(e) and Your Consumer Rights – we are not liable for such loss.
    5. If you upgrade your Account:
      1. the upgrade will become effective upon payment of the relevant Fees;
      2. any Fees you have paid in advance will be credited to your new upgraded Account; and
      3. we will charge your credit card for any net amount due as a result of the upgrade and your Account renewal date will be reset to the next available billing day.
  3. System requirements and availability

    1. You acknowledge that in order to use the Services, you require a modern browser such as Internet Explorer 10, Firefox 20, Safari 5 or Google Chrome 30 and a stable connection to the Internet. The Services may work in a limited manner on other web browsers (such as earlier versions of the previously mentioned browsers), but the Services were not designed for use on web browsers other than those recommended above.
    2. You acknowledge that the operation and availability of the system used for accessing the Services can be unpredictable and that down-time of the Services, either scheduled or unscheduled, may occur from time to time.  Subject to clause 7(e) and Your Consumer Rights, we will not be liable for the consequences of any down-time.
    3. We do not guarantee that the Services or the Sites are free from viruses or other conditions which could damage or interfere with data, hardware or software with which it might be used.  Subject to clause 7(e) and Your Consumer Rights, you acknowledge that you assume all risk of use of all programs and files associated with the Services, and you will not hold us liable for any loss, damage or liability arising from such use.
  4. Your obligations

    1. You are responsible and liable for:
      1. all activity that results from use of the Services through your Account, unless such activity arises from our negligence, willful misconduct, or breach of our obligations under the Privacy Policy or these Terms of Use;
      2. maintaining the security of your account, username, passwords, and files and for all uses of your account and of the Services in your name; and
      3. all content, materials, and information that you upload and/or transmit using or relating to the Services, and backing up such content, materials and information.
    2. The Services may contain materials produced or provided by third parties, or you may access links to third party websites through the Sites.   By accessing such content, you acknowledge and agree that:
      1. use of such third party websites or content may be subject to terms and conditions of the third party;
      2. we do not represent, endorse or warrant the accuracy, quality, reliability or nature of the content on any linked websites whatsoever and you access such third party websites or content at your own risk;
      3. subject to clause 7(e) and Your Consumer Rights, we are not liable for any:
        1. content uploaded to, accessed via, and/or sold or made available through, the Services, whether by us or any third party; or
        2. losses, damages or other liabilities incurred as a result of your use of any third party websites or content accessed through the Sites; and we reserve the right to require you to remove any third party link or content from the Services which you install without obtaining our prior written consent.
  5. Fees and taxes

    1. In consideration for the Services, you must pay the fees (Fees) as set out in the pricing schedule (Pricing Schedule) on this Site, either monthly or annually in advance.  All Fees are subject to change at any time, and it is your responsibility to review the Pricing Schedule from time to time.
    2. Unless otherwise agreed, the Fees must be paid with a valid credit card.  If we are unable to effect automatic payment of the Fees via your credit card, you will be notified via email and we reserve the right to, without liability to you, suspend your access to and/or use of the Services until the relevant Fees (and interest) are paid.
    3. The parties agree that the Fees are GST exclusive.  If GST is payable on a Taxable Supply, the amount payable for that Taxable Supply is the amount for that Taxable Supply specified in the Pricing Schedule plus GST.  The parties must provide each other with all documentation required to claim any Input Tax Credit, set off, rebate or refund for or in relation to any GST included in any payment made under these Terms of Use.  In this clause 5, the terms “GST”, “Taxable Supply” and “Input Tax Credit” have the meaning given in A New Tax System (Goods and Services Tax) Act 1999 and related tax imposition Acts of the Commonwealth of Australia.
  6. Warranties

    1. Subject to clause 7(e) and Your Consumer Rights, we do not warrant that:
      1. the Services will meet your specific requirements;
      2. the Services will be correct, accurate, appropriate, reliable, timely, secure, uninterrupted or error-free;
      3. the quality of any products, services, information, or other material purchased or obtained by you through the Services will meet your expectations; or
      4. any errors in the Services will be corrected.
    2. Subject to clause 7(e) and Your Consumer Rights, we exclude any other warranties either express or implied under applicable law.
    3. You warrant that:
      1. you will comply with all applicable laws when using our Services and the Sites;
      2. you will not violate or attempt to violate the security of the Services or the Sites;
      3. you will not use the Services to send or make available any unsolicited or unauthorised advertising, solicitations or promotional materials;
      4. you will not impersonate any person or entity or otherwise misrepresent yourself or enter into any fraudulent activities;
      5. you will not hack into the Site(s), our computer systems or the computer systems of other users of the Services. Hacking includes unauthorised access, malicious damage and/or interference and includes, without limitation, mail bombing, propagating viruses, worms or other types of malicious programs, deliberate attempts to overload a computer system, broadcast attacks or any other method designed to damage or interfere with the operation of a computer system or website; and
      6. you will not use the Services to store, distribute or publish racist, abusive, discriminatory, defamatory or sexual content, content glorifying violence or other illegal content in violation of any applicable laws, content that we deem inappropriate in our sole discretion, or content that infringes the intellectual property rights or other rights of any third party.
  7. Indemnity and limitation of liability

    1. You indemnify, defend, release and hold us harmless for and against all loss and damage incurred by us and any third parties arising directly or indirectly from, or in connection with, your Account, your use of the Services, your use of third party websites linked through the Sites, any content you submit via the Services and/or the Sites and your breach of these Terms of Use.
    2. The Services are provided on an “as is” and “as available” basis, and your use of them is at your sole risk.  Subject to clause (e) and Your Consumer Rights, under no circumstances will we, or any of our officers, representatives or personnel, be liable to you or any third person for any loss or damage (including but not limited to direct, indirect exemplary, special, incidental, cover, reliance or consequential damages, loss of profits or revenue, business interruption, loss of data, business opportunities, business interruption or personal injury), arising out of or in connection with the Services.
    3. You acknowledge that we may use third party suppliers to provide hardware, software, networking, connectivity, storage and other technology to provide the Services and that the Services may be subject to limitations, delays and other problems inherent in the use of such services. The delays, problems, acts and omissions of those third party suppliers are outside of our control, and subject to clause (e) and Your Consumer Rights we do not accept any liability for any loss or damage suffered as a result.
    4. If we are found to be liable to you for any loss or damage, then subject to clause (e) and Your Consumer Rights our maximum liability in connection with these Terms of Use and the Services, whether based upon warranty, contract, statute, tort (including negligence) or otherwise, is limited to the resupply or rectification of the Services, but in no event will our liability exceed the Fees paid by you to us in the 6 months prior to the date upon which your claim arose. You agree that our liability to you will be reduced by the extent to which you contributed to the loss.
    5. If any consumer guarantee under the Australian Consumer Law applies to our supply of the Services:
      1. the limitations of liability in clauses 1(e), 2(d)(iii), 3(b), 3(c), 4(b)(iii), 6(a), 6(b), 7(b), 7(c), 7(d), 7(f)(c)(ii), (f)(c)(iii) and (f)(e) do not apply to any liability we have for failure to comply with a consumer guarantee; and
      2. our liability for any loss, cost, liability or damage, however caused (including by negligence) suffered or incurred by you because of the failure to comply with any consumer guarantee is limited to us (at our election)
        1. re-supplying the Services or supplying services equivalent to the Services; or
        2. paying the cost of re-supplying the Services or supplying services equivalent to the Services.
    6. If you suffer any loss in connection with the Site or Services, you must take all reasonable steps to minimise your loss, including notifying us without delay if there are steps we can take to help minimise your loss.
  8. Termination and Suspension

    1. You may cancel your Account at any time by contacting us at support@cognitives.io.  Your cancellation request must include your first name, last name, and the email address used for your access to the Services.
    2. Cancellation will take effect from the next working day after we have received your notice of termination.
    3. If your Account is cancelled or terminated for any reason:
      1. your Account will be deactivated or deleted and your data may be deleted from our systems within 30 days after the date of cancellation;
      2. subject to clause 7(e) and Your Consumer Rights, you will not be entitled to any refund of Fees paid in advance;
      3. subject to clause 7(e) and Your Consumer Rights, your content and data cannot be recovered;
      4. any statutory retention requirements with respect to your data or information remain your responsibility; and
      5. all sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, ownership, warranties, disclaimers and limitations of liability.
    4. If you do not log into your account for more than 700 days:
      1. we may suspend your Account at our sole discretion and notify you in writing of such suspension; and
      2. you will have 30 days from the date of the suspension notice to log in to your Account.  If your Account remains inactive, we may permanently remove the Account and all data contained in the Account, from our database.
    5. We reserve the right to monitor any and all content and your use of our Services.  We may, in our sole discretion, remove any content and/or suspend or terminate your use of the Services for any reason (including, without limitation, any alleged breach of any term of these Terms of Use), and subject to clause 7(e) and Your Consumer Rights, you are not entitled to any refund or credit relating to such removal, suspension or termination.
    6. We will not be liable by reason of the failure in the performance of obligations under these Terms of Use by reason of strikes, riots, fire, explosions, acts of God, war, governmental action, or any other cause which is beyond our reasonable control.
  9. Intellectual Property

    1. You acknowledge and agree that:
      1. all intellectual property rights in the Sites (including our branding and logos) and the Services belong to us, or our third party suppliers, at all times (our IP) and you agree not to challenge or do anything inconsistent with such ownership;
      2. you may not reproduce any of the content on our Sites or our IP without prior consent in writing; and
      3. you do not have any rights to our IP except granted under these Terms of Use.
    2. You warrant that you own, or are authorised to use, the intellectual property rights in any data you submit to the Services and you indemnify us for any loss or damage we incur arising from such data.  You grant us an irrevocable, royalty-free licence to use your intellectual property rights in relation to the Services.
    3. You must not:
      1. reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of, or found at or through the Services or any software, documentation, or data related to the Services (the Software);
      2. remove any proprietary notices or labels from the Services or any Software;
      3. reproduce or copy the Software or the Services or any part thereof;
      4. modify, translate, or create derivative works based on the Services or any Software; or
      5. copy, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services or any Software.
  10. Privacy and Confidentiality

    1. We may use your Account information and any technical information about your use of the Services to tailor the user experience of, facilitate the use of the Services for you, or to communicate with you, in accordance with our Privacy Policy.
    2. We will not use any of your information for any other purposes than those related to the Services and to the extent that we have your consent to use the relevant information.
    3. You consent to us on an ongoing basis sending you emails informing you of our Services and other services we may offer.  You can withdraw this consent and choose not to receive marketing information from us by contacting us.  We may also add your name and logo to our marketing material as long as you are our customer.
    4. All information relating to the Services that could reasonably be considered by its nature to be confidential will be treated by you as confidential unless we give our permission for you to use the information, or the information is in the public domain otherwise than by a breach of these Terms of Use.
    5. You agree to notify us immediately if you become aware that any person may have unauthorised knowledge, access to or use of the Services.
  11. General

    1. The relationship between us and you is that of principal and independent contractor.  Nothing in these Terms of Use will be taken as giving rise to a relationship of employment, agency or partnership.
    2. These Terms of Use contains the entire understanding between the parties concerning the subject matter of this Agreement and supersedes all prior communications.
    3. Clauses 7 (Indemnity and Limitation of Liability), 9 (Intellectual Property), 10 (Privacy and Confidentiality) and 11(f) (General) survives termination of these Terms of Use.
    4. You are not entitled to assign the benefit of, or your obligations under, these Terms of Use without our prior written approval, which we may not unreasonably withhold.  We may assign our rights and benefits under this agreement at any time.
    5. If any term or provision of these Terms of Use is held by a court to be illegal, invalid or unenforceable under the applicable law, that term or provision will be severed from these Terms of Use and the remaining terms and conditions will be unaffected.
    6. These Terms of Use are governed by, and construed in accordance with the laws of New South Wales.  The parties submit to the non-exclusive jurisdiction of the courts of New South Wales.

Last updated: 24th August 2016