The complete downloadable document is available in Stems support.
Welcome to Stems One, the safety management software for incident reporting & Risk management. These Terms & Conditions explain our obligations as a Service Provider and your obligations as a User. They apply to all Stems Products and services. Please read them carefully.
These Terms are binding for both parties (Stems & User) for providing and using the software.
By subscribing to use this Service you acknowledge that you have read understood and agreed to these Terms & Conditions and have the authority to act on behalf of any person or entity for whom you are using this Service for.
1. USE OF SOFTWARE
Stems grants you the right to access and use this Service according to your Subscription type. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement:
a) the Subscriber determines who is an Invited User and what level of access the User has.
b) the Subscriber is responsible for all Invited Users and their use of the Service.
2. YOUR OBLIGATIONS
Payment obligations:
Payment method options are Credit Card and Direct Debit.
A Subscription Fee is charged one month in advance and an invoice/receipt is issued for this payment. Monthly payments are calculated every 30 days. Stems will continue invoicing you monthly until this Agreement is terminated.
The first payment must be paid to activate the account, and then every 30 days.
Storage Fees per Month refers to the fees applicable for the storage of the Subscriber’s data & files contained within the software.
All other fees outside of the Monthly Subscription and storage fees are strictly 7 days upon completion of services.
Tax: GST Exempt refers to the Subscriber if they are GST Exempt and only applies to clients within Australia.
The Australian GST (Good & Services Tax) does not apply to clients outside of Australia
Payment obligations – Overdue Amounts:
If any due payment is not made within the period or terms specified, the Service Provider will send the Subscriber a reminder notice, after which the Subscriber will have a further 14 days to pay the undisputed amount.
If the Subscriber does not pay the undisputed amount within 30 days of receipt of the reminder notice, the software account will be suspended.
Prepaid Subscriptions
Stems will not provide any refund for any remaining prepaid period for a prepaid Access Fee subscription.
General obligations:
You should only use this Service for Your own lawful business purposes, in accordance with these Terms & Conditions.
Access conditions:
As a condition of these Terms, when accessing and using the Services, You must:
a) not attempt to undermine the security or integrity of Stems software or networks.
b) not use, or misuse, this Service in any way which may impair the functionality of this Service, or other systems used to deliver the Services or impair the ability of any other user to use this Service;
c) not attempt to gain unauthorised access to any materials other than those to which you have been given express permission to access on which this Service is hosted;
d) not transmit, or input any data or files that may damage any other person's computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use); and
e) not attempt to modify, copy, adapt, reproduce, disassemble or reverse engineer this Service.
3. SERVICE LEVEL AGREEMENT
The Service Provider must ensure that the Software is available for use (Up time is defined as 24 hours per day, seven days per week) for not less than 99.5% of time in each calendar month of the Term. Planned shutdowns are excluded.
If the Service Provider fails to meet its obligation, then the Service Provider will reimburse the Subscriber as per the Service Rebate table set out below.
The Service Provider is not in breach of its obligation with its Service Level Agreement if:
a) The Service Provider requires the software to be offline due to maintenance of the Software and the Servers. Due notice must be given to the Subscriber within reasonable time.
b) Maintenance is done outside of normal business hours. See Definitions for more details of normal business hours.
c) Due notice of planned shutdowns is usually around 5-7 days prior or 24 hours prior if an update of the Software or Servers is critical.
d) Planned shutdowns for Software and Server maintenance on average is around every 8 weeks.
e) The Service Provider is unable to provide the Software due to a Force Majeure Event.
Service Rebate Table: This service is eligible for service rebates where the Service is unavailable due to any unplanned shutdowns, as per the General Terms and Conditions. This does not include planned shutdowns for server and software updates.
4. TERMINATION OF SUBSCRIPTION
The Subscriber may terminate this Agreement during the Term of the agreement at any time. All due amounts (Fees) must be paid in full prior to terminating the subscription service.
Subscription Fees paid in advance cannot be refunded
A complete Backup of your data and files can be provided, and is chargeable. This is usually supplied via an FTP service, but can be provided by other mediums. To request this service, you will need to submit a request to: support@stems.com.au
The backup is provided in Microsoft SQL format with references for files and their related record data.
5. DATA & FILES - SECURITY AND OWNERSHIP
Stems is hosted in a Perth based Australian data centre which offers physical security, redundancy services, and other security features. For detailed information on security such as firewalls, server operating system, backups, and more, please refer to the Stems Disaster Recovery documentation, which is supplied as a separate document to the client and is available in the Stems User support section.
The Service Provider acknowledges that the Subscriber’s data & files used in relation to or stored on the Software is the sole property of the Subscriber.
6. USER TRAINING & USER SELF ASSIST
The Service Provider can provide On Site User Training, provided that all reasonable costs and expenses are incurred by the Subscriber in respect of:
a) Travel, accommodation, and other associated incurred expenses
b) Also refer to the Other Optional Fees table below.
User Training can also be provided via Phone sessions and Webinars
Stems Support has online User Guides, FAQ’s and other Self Help Tools.
7. SUPPORT
General support: The Service Provider will provide online Support for technical and general User matters, which will be responded to during Normal Business Hours, and in accordance with the Subscriber’s reasonable requirements. Support submission by email is offered to all Users, 7 days per week via our online support system. The Service Provider must reply to the support request within 2 hours during Normal Business Hours. The User must make all reasonable efforts to investigate and diagnose problems before contacting Stems support and provide as much accurate information as is possible so that the Stems support team can provide an effective response and solution.
Critical support: The Service Provider will provide critical support 24 hours per day for items such as the application being unavailable or a critical application error that renders the Software unusable. This support is available through the online support system and by phone. Critical support only can be provided by calling 1300 037 549.
Normal Business Hours are: Service Provider’s business hours are Monday to Friday, 0900 to 1700 Western Australian standard time.
Phone support is not available for User enquiries. All support enquiries must be submitted through the Stems Online support system. If a phone call is required due to the nature of the enquiry, then a Stems representative will contact the User.
The Support system is available via a link within Stems. If a User is unable to login, the User can send an email to: support@stems.com.au
8. PRIVACY & CONFIDENTIALITY
Unless the relevant party has the prior written consent of the other or unless required to do so by law:
a) Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms.
b) Each party's obligations under this clause will survive termination of these Terms.
c) This agreement shall not apply to any information which:
i) is or becomes public knowledge other than by a breach of this clause;
ii) is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
iii) is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
iv) is independently developed without access to the Confidential Information.
The Service Provider warrants on a continuing basis that it will comply with any applicable privacy laws and regulations in carrying out its obligations under this Agreement and the Service Provider must indemnify the Subscriber against any liability, damages, loss, cost or expense it may suffer arising out of or in connection with a breach of this warranty.
Also refer to the Privacy Statement in the support section of Stems One.
9. SOFTWARE OWNERSHIP & INTELLECTUAL PROPERTY
The Service Provider retains Ownership of the Software, and all Intellectual Property in respect of the Software, whether in its original form or as modified in accordance with this Agreement.
10. WARRANTIES
Risk and Reliance – Service Provider;
The Service Provider warrants and acknowledges that:
a) The Software provided to the Subscriber is fit for the purpose it has been provided for and will operate in accordance with its requirements and any relevant documentation and/or user manuals
b) The Service Provider is responsible for ensuring that the Software is free from viruses and will not corrupt the Subscriber’s systems.
c) The Software and applications do not infringe the intellectual property rights of any third party.
Risk and Reliance – Subscriber;
The Subscriber warrants and acknowledges that the Subscriber uses the Software at its own risk to the extent that, the Service Provider cannot be accountable for misuse of the Software by the Subscriber.
For example, a User edits or archives a record, or changes another User’s security settings.
11. LIABILITY
Indemnity – Subscriber;
The Subscriber acknowledges and agrees that the Service Provider is not liable for any Loss arising from the misuse of the Software.
The Subscriber acknowledges and agrees that the Service Provider is not liable for any Loss suffered or incurred by the Subscriber due to failure of any kind which is beyond the reasonable control of the Service Provider.
For example, a User edits or archives a record, or changes another User’s security settings.
Indemnity – Service Provider;
The Service Provider will full indemnify the Subscriber in respect of;
a) for any other direct loss or damage suffered by the Subscriber due to a breach of this Agreement by the Service Provider; and/or
b) any loss, harm or damaged suffered by the Subscriber as a consequence of the Software or the actions of the Service Provider, its employees or contractors damaging the Subscriber’s data records.
12. NO AGENCY
The Subscriber must not represent, expressly or impliedly, or engage in any conduct which may suggest to any person that the Subscriber is for any purpose the agent of the Service Provider.
13. TERMINATION BY DEFAULT
Events of Default:
An Event of Default occurs where:
a) Subscription Fees remain unpaid for 60 days after becoming due and payable, or, Payment schedules/agreements between both parties has not been met, whether or not a demand for payment has been made;
b) the Subscriber or Service Provider is in breach of any of the Subscriber's or Service Provider’s warranties or undertakings under this Agreement, other than the undertaking for the Subscriber to pay the Subscription Fees 7 days after notice has been given to the Subscriber requiring the Subscriber to rectify the breach;
c) the Subscriber or Service Provider being a natural person commits an act of bankruptcy;
d) becomes or threatens to become or is in jeopardy of becoming subject to any form of insolvency administration; or
e) An application is made or notice is given for the dissolution or cancellation of the registration of the Subscriber or Service Provider, under the Corporations Act or any similar process or legislation in the place of incorporation of the Subscriber or Service Provider
Rights of the Service Provider on Termination;
Rights include unpaid fees or other monies and exit fees, if applicable and agreed upon by both parties.
Termination of the Subscription does not affect:
a) Any rights that have accrued to the Service Provider; or
b) Any provision of this Agreement which is expressly or impliedly intended to continue in force after termination.
Rights of the Subscriber on Termination;
The termination of this Agreement does not release the Service Provider from its obligations under this Agreement which are expressly or impliedly intended to continue in force after termination.
If the Subscriber is not in default of its obligations under this Agreement and the Service Provider is wound up or otherwise ceases trading then:
a) The Subscriber may continue to use the Software for no charge;
b) The Subscriber may not copy or sell the Software to third parties; and
c) The Service Provider will not be required to service the Software.
14. NOTICES
Any notice, approval, request, demand or other communication (notice) to be given for the purposes of this Agreement must be in writing by Email to a relevant email address.
15. WAIVER
If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
16. SEVERABILITY
If any part of this Agreement is or becomes illegal, invalid or unenforceable in any relevant jurisdiction, the legality, validity or enforceability of the remainder of this Agreement is not affected and this Agreement must be read as if that part had been deleted.
17. ENTIRE UNDERSTANDING
This Agreement contains the entire understanding and agreement between the Parties as to the subject matter of this Agreement.
All previous negotiations, understandings, representations, warranties (other than warranties set out in this Agreement), memoranda or commitments in relation to, or in any way affecting, the subject matter of this Agreement are merged in and superseded by this Agreement and is of no force or effect whatsoever.
No oral explanation or information provided by any Party to another affects the meaning or interpretation of this Agreement or constitute any collateral agreement, warranty or understanding between any of the Parties.
Stems reserves the right to make reasonable and legal changes to these terms at any time, effective upon the posting of modified Terms & Conditions. It is Your obligation to ensure that You have read, understood and agree to the most recent terms available on this website.
The complete downloadable document is available in Stems support.
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