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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:

  • Your Membership may be subject to a minimum term, as set out in your Account. Without limiting your rights under the Australian Consumer Law, you may only cancel your Membership in accordance with these Terms;
  • You are responsible and liable for the actions of your Authorised Users;
  • Our liability under these Terms is limited to 12 months of Fees, and we will not be liable for Consequential Loss, any loss that is a result of a Third Party Service, any loss or corruption of data, or scheduled or emergency maintenance.
  • Service Credits will be your sole and exclusive remedy against us arising from or in connection with our failure to meet the Service Levels.
  • Nothing in these terms limit your rights under the Australian Consumer Law.

1. Introduction

  1. These terms and conditions (Terms) are entered into between TechForce Services Pty Ltd ACN 607 989 293 (we, us or our) and you, together the Parties and each a Party.
  2. We provide a Salesforce platform maintenance service in the form of a subscription model which allows you to outsource the capacity of your existing Salesforce admin to us (Subscription Service).
  3. In these Terms, you mean the person or entity registered with us as an Account holder.
  4. If you are using the Subscription Services 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.

2. Acceptance and Subscription Service Terms

  1. You accept these Terms by accepting these Terms on our customer portal (Customer Portal) or paying the Fees.
  2. We may amend these Terms at any time, by providing written notice to you. By clicking “I accept” or continuing to use the Subscription Service 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 and it adversely affects your rights, you may cancel your Membership with effect from the date of the change in these Terms by providing written notice to us. If you cancel your membership, (a) you will no longer be able to use the Subscription Service on and from the date of cancelation, and (b) if you have paid Fees upfront you will be issued a pro-rata refund having regard to the date of termination and the period for which you have paid.
  3. In these Terms, you mean the person or entity registered with us as an Account holder.
  4. If you are using the Subscription Services 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.
  5. Subject to your compliance with these Terms, we grant you and your Authorised Users a personal, non-exclusive, royalty-free, revocable, worldwide, non-transferable license to use our Subscription Service in accordance with these Terms. All other uses are prohibited without our prior written consent.
  6. When using the Subscription Service, you and your Authorised Users must not do or attempt to do anything that is unlawful or inappropriate, including:
    1. 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;
    2. using the Subscription Service to defame, harass, threaten, menace or offend any person, including using the Subscription Service to send unsolicited electronic messages;
    3. tampering with or modifying the Subscription Service (including by transmitting viruses and using trojan horses);
    4. using data mining, robots, screen scraping or similar data gathering and extraction tools on the Subscription Service ; or
    5. facilitating or assisting a third party to do any of the above acts.

3. Admin Support Services

  1. In consideration for your payment of the Fees, we agree to provide you and your Authorised Users with access to the Subscription Service and the administrative support as further particularised in your Account (Admin Support Services).
  2. You will be allocated a particular level of the Admin Support Services based on the Membership you have selected (Admin Support Hours).
  3. You acknowledge and agree that the Admin Support Hours:
    1. will be particularised on the Customer Portal;
    2. are subject to a maximum threshold (Maximum Support Hours) and if you reach the Maximum Support Hours, your use of the Admin Support Services will be subject to additional fees as communicated by us to you;
    3. will expire at the end of each week during your Membership; and
    4. will not roll over or be redeemable for cash, credit note or similar.
  4. Subject to clause 4, we will use our best endeavours to provide the Admin Support Services in accordance with the service levels outlined in the attached Service Level Agreement (Service Levels).
  5. You acknowledge and agree that data loss is an unavoidable risk when using any software. To the extent you input any data into the Customer Portal, you agree to maintain a backup copy of any data you input into the Customer Portal.

4. Service Levels

  1. We will endeavour to provide the Admin Support Services in accordance with the Service Levels.
  2. Subject to these Terms, if we fail to meet any Service Level, then you may recover the applicable credit amount specified in Attachment 1 as a refund against any Fees that you have paid (Service Credits).
  3. Service Credits will not be payable, and we will not be liable to you, for any Service Level failure caused or contributed to by:
    1. Scheduled or emergency maintenance;
    2. any act or omission by you or any Authorised User;
    3. a Force Majeure Event; and/or
    4. Third Party Services.
  4. Where payable by us, we will remit Service Credits to you within 30 days after the end of the month in which such Service Level failure occurred.
  5. You acknowledge and agree that Service Credits will be your sole and exclusive remedy against us arising from or in connection with our failure to meet the Service Levels.

5. Accounts

  1. You must register on the Managed Service page of our website [insert url] (Site) and create an account (Account) to access the Admin Support Services. Each Authorised User will require a login that is linked to your Account in order to access the Subscription Service, and in particular, the customer portal where service requests can be lodged (Customer Portal) .
  2. You must provide basic information when registering for an Account including your business name, contact name and email address and you must choose a password.
  3. By accepting these Terms, you acknowledge and agree that the Subscription Services are provided to you by overseas contractors engaged by us. All personal information you and your Authorised Users provide to us will be treated in accordance with our Privacy Policy.
  4. 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 with the exception of your Authorised Users.
  5. 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, and any activity from one of your Authorised Users. Each Authorised User is responsible for keeping their login details confidential. You agree to immediately notify us of any unauthorised use of your Account.
  6. When you create an Account, you will have access to the Subscription Service for the duration you subscribed for (Membership). You may choose between different tiers of Membership with different services and different membership periods as set out on our our Site or as otherwise communicated by us to you in writing.

6. Authorised Users

  1. If set out in your Account, you may be permitted to invite one user to the Customer Portal, who will be permitted to access and use the Admin Support Services under your Account (Authorised User).
  2. The Authorised User will have permission to access certain features of the Customer Portal and your Account, as detailed in your Account.
  3. You will ensure that each Authorised User complies with these Terms. You are responsible and liable for the acts or omissions of your Authorised Users.

7. Memberships

  1. You may purchase a Membership by paying the full Membership fees outlined on the Site (Fees) in advance for the term of your Membership (Billing Cycle).
  2. Your Membership will automatically renew at the end of the Billing Cycle for the same period of time and you will be charged the Fees in connection with each subsequent Billing Cycle unless and until you cancel your Membership.
  3. The payment methods we offer for the Fees are set out on the Site. We may offer payment through a third-party provider (for example, 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.
  4. 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. If payment is made by direct debit, by providing your bank account details and accepting these Terms, you authorise our nominated third party payment processor to debit your account in accordance with these Terms and you certify that you are either an account holder or an authorised signatory on the account for which you provide details.
  5. 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 in connection with the Admin Support Services.
  6. Changes to your Membership: If you wish to change your Membership (for example, by upgrading to a different Membership tier), you must provide notice to us through your Account or via email that you wish to vary your Membership. If you vary your Membership and the Fees increase, the increased Fees will apply at the start of the first business day of the following calendar week, and you will have access to the additional Membership features on this date.
  7. The Fees are only refundable and cancellable in accordance with your Consumer Law Rights and these Terms.
  8. 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 at least 30 days’ notice of the change. After the notice period has lapsed, we will apply the changes to your Membership. If the changes adversely affect your enjoyment of the Membership, you may cancel your Membership with effect from the date we apply the changes to your Membership by providing written notice to us. If you cancel your membership, (a) you will no longer be able to use the Subscription Service or the Customer Portal, or access the Admin Support Services on and from the date of cancelation, and (b) if you have paid Fees upfront you will be issued a pro-rata refund having regard to the date of termination and the period for which you have paid.
  9. 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.

8. Our Intellectual Property

  1. You acknowledge and agree that any Intellectual Property or content (including, but not limited to, copyright and trademarks, request templates, troubleshooting steps, quick fix steps, SOQL/SOSL queries) available to you via the Subscription Service, including on the Customer Portal or provided in a Service Request process or emails, and any algorithms or machine learning models used to provide the Subscription Service (Our Intellectual Property) will at all times vest, or remain vested, in us.
  2. We authorise you to use Our Intellectual Property solely for your internal business use. 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 Authorised Users on devices that are controlled or approved by you.
  3. You must not, without our prior written consent:
    1. copy, in whole or in part, any of Our Intellectual Property;
    2. reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any of Our Intellectual Property to any third party; or
    3. breach any intellectual property rights connected with the Subscription Service, 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.
  4. This clause will survive the termination or expiry of your Membership.

9. Your Data

  1. You own all data, information or content you and your Authorised Users upload into the Customer Portal or in the Salesforce Org (instance) we manage (Your Data).
  2. You grant us a limited license to copy, transmit, store, backup and/or otherwise access or use Your Data to:
    1. communicate with you (including to send you information we believe may be of interest to you);
    2. supply the Subscription Service and provide the Admin Support Services to you and otherwise perform our obligations under these Terms;
    3. diagnose problems with the Subscription Service;
    4. enhance and otherwise modify the Subscription Service;
    5. perform Analytics;
    6. develop other services, provided we de-identify Your Data; and
    7. as reasonably required to perform our obligations under these Terms.
  3. You agree that you are solely responsible for all of Your Data that you and your Authorised Users make available on or through the Customer Portal and Subscription Service. You represent and warrant that:
    1. 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
    2. 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 our Customer Portal 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.
  4. 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 Subscription Service, 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.
  5. We do not endorse or approve, and are not responsible for, any of Your Data.
  6. This clause will survive the termination or expiry of your Membership.

10. Warranties

  1. You represent, warrant and agree that:
    1. you will not use the Admin Support Services or our Subscription Service, including Our Intellectual Property, in any way that competes with our business;
    2. there are no legal restrictions preventing you from entering into these Terms; and
    3. all information and documentation that you provide to us in connection with these Terms is true, correct and complete.

11. Australian Consumer Law

  1. 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 Subscription Service by us to you which cannot be excluded, restricted or modified (Consumer Law Rights).
  2. 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 Subscription Service, provided to an entity defined as a consumer under the ACL is governed solely by the ACL and these Terms.
  3. Subject to your Consumer Law Rights, we exclude all express and implied warranties, and all material, work and services (including the Customer Portal) are provided to you without warranties of any kind, either express or implied, whether in statute, at law or on any other basis.
  4. This clause will survive the termination or expiry of your Membership.

12. Liability

  1. Despite anything to the contrary, to the maximum extent permitted by law:
    1. neither Party will be liable for Consequential Loss;
    2. 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 a Party’s Authorised Users), including any failure by that Party to mitigate its losses; and
    3. our aggregate liability for any Liability arising from or in connection with these Terms will be limited to the Fees paid by you in the 12 months immediately preceding the act, event or omission giving rise to the Liability (and where there has been less than 12 months of Fees paid, an amount equal to 12 months of Fees calculated on a pro rata basis having regard to the amount of Fees paid and the period of time).
  2. This clause will survive the termination or expiry of your Membership.

13. Termination

  1. Cancellation of Memberships: You may request to cancel your Membership at any time by notifying us via email or via your Account as follows:
    1. if you are on a 3 month Membership, you may terminate at any time within the first 7 days of your Membership;
    2. if you are on a 6 month Membership, you may terminate at any time within the first 14 days of your Membership;
    3. if you are on a 12 month Membership, you may terminate at any time within the first 30 days of your Membership;
    4. or as otherwise agreed between the Parties in writing, otherwise, your cancellation will take effect from the end of the minimum period as set out in your Account.
  2. A Membership will terminate immediately upon written notice by a Party (Non-Defaulting Party) if:
    1. 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
    2. the Defaulting Party is unable to pay its debts as they fall due.
  3. Should we suspect that you are in breach of these Terms, we may suspend your access to the Subscription Service and stop providing the Admin Support Services to you while we investigate the suspected breach.
  4. Upon expiry or termination of your Membership:
    1. we will stop providing the Admin Support Services, remove your access to the Customer Portal and your Account will be deleted; and
    2. where we terminate your Membership as a result of your unrectified default, you also agree to pay us our reasonable additional costs directly arising from such termination, including recovery fees.
  5. 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.
  6. Termination of a Membership will not affect any rights or liabilities that a Party has accrued under these Terms.
  7. This clause will survive the termination or expiry of your Membership.

14. General

  1. 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).
  2. 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.
  3. 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.
  4. 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.
  5. Force Majeure: Neither Party will be liable for any delay or failure to perform their respective obligations under these Terms if such delay or failure is caused or contributed to by a Force Majeure Event, provided the Party seeking to rely on the benefit of this clause, as soon as reasonably practical, notifies the other party in writing about the Force Majeure Event and the extent to which it is unable to perform its obligations and uses reasonable endeavours to minimize the duration and adverse consequences of the Force Majeure Event.
  6. Governing law: These Terms are governed by the laws of New South Wales. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New South Wales and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.
  7. 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.
  8. Publicity: You agree that we may advertise or publicise the fact that you are a user of our Subscription Service, including on our website or in our promotional material.
  9. 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.

15. Definitions

  1. Consequential Loss means, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise; any loss or damage that cannot be considered to arise according to the usual course of things from the relevant breach, act or omission, whether or not such loss or damage may reasonably be supposed to have been in the contemplation of the Parties at the time they entered into these Terms as the probable results of the relevant breach, act or omission, and/or, any 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. The Parties agree that your obligation to pay us the Fee under these Terms will not constitute “Consequential Loss”.
  2. Force Majeure Event means any event or circumstance which is beyond a Party’s reasonable control.
  3. Intellectual Property means any and all existing and future rights throughout the world conferred by statute, common law, equity or any corresponding law in relation to any copyright, designs, patents or trade marks, domain names, know-how, inventions, processes, trade secrets or confidential information, 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, whether or not registered or registrable.
  4. 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:

TechForce Services Pty Ltd (ACN 607 989 293)

Email: [email protected]

Last update: 15 Sept 2024.

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